RemeGen Co., Ltd. — Annual Report 2019

Apr 27, 2020

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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Overseas Chinese Town (Asia) Holdings Limited 華僑城（亞洲）控股有限公司 (Incorporated in the Cayman Islands with limited liability)

(Stock Code: 03366)

ANNOUNCEMENT OF AUDITED ANNUAL RESULTS FOR THE YEAR ENDED 31 DECEMBER 2019

Reference is made to the announcement dated 31 March 2020 of Overseas Chinese Town (Asia) Holdings Limited (the “ Company ”, together with its subsidiaries, the “ Group ”) in respect of the preliminary announcement of unaudited annual results for the year ended 31 December 2019 (the “ Unaudited Results Announcement ”). Unless otherwise stated, the terms used in this announcement shall have the same meaning as adopted in the Unaudited Results Announcement.

The board (the “ Board ”) of directors (the “ Directors ”) of the Company hereby announces that the external auditors of the Company have audited the consolidated financial statements of the Group for the year ended 31 December 2019. The audited consolidated financial results of the Group for the year ended 31 December 2019 (the “ Year ”) together with the audited comparative figures for the year ended 31 December 2018 are as follows:

1

CONSOLIDATED STATEMENT OF PROFIT OR LOSS FOR THE YEAR ENDED 31 DECEMBER 2019

(Expressed in Renminbi)

Note Continuing operations Revenue 3 Cost of sales Gross profit Other income 4 Other net gains 5 Distribution costs Administrative expenses Other operating expenses Profit from operations Finance costs 6(a) Share of profits less losses of associates Share of (loss)/profit of joint ventures Profit before taxation 6 Income tax 7 Profit for the year from continuing operations Discontinued operation Profit for the year from discontinued operation Profit for the year	2019 RMB’000 2,071,903 (1,306,174) 765,729 93,836 225,993 (103,200) (403,405) (4,014) 574,939 (268,732) 306,063 (8,150) 604,120 (354,514) 249,606 – 249,606	2018 (Note) RMB’000 1,584,694 (1,026,106) 558,588 124,257 368,930 (124,736) (334,304) (459) 592,276 (175,061) 418,994 229,244 1,065,453 (206,898) 858,555 68,272 926,827

2

Note Attributable to: Equity holders of the Company Non-controlling interests Profit for the year Earnings per share (RMB) 9 Basic earnings per share From continuing operations From discontinued operation Diluted earnings per share From continuing operations From discontinued operation	2019 RMB’000 266,961 (17,355) 249,606 0.04 – 0.04 0.04 – 0.04	2018 (Note) RMB’000 798,702 128,125
		926,827
		0.68 0.09
		0.77
		0.67 0.09
		0.76

Note: The Group has initially applied HKFRS 16 at 1 January 2019. Under the transition methods chosen, comparative information is not restated in this respect.

3

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2019

(Expressed in Renminbi)

Profit for the year Other comprehensive income for the year (after tax and reclassification adjustments) Item that will not be reclassified to profit or loss: Equity investments at FVOCI – net movement in fair value reserves (non-recycling) Items that may be reclassified subsequently to profit or loss: Exchange differences Share of other comprehensive income of associates Cumulative exchange differences reclassified to profit or loss upon disposal of an associate Other comprehensive income for the year Total comprehensive income for the year Attributable to: Equity holders of the Company Non-controlling interests Total comprehensive income for the year	2019 RMB’000 249,606 166,598 (164,501) 11,246 (1,440) (154,695) 11,903 261,509 278,864 (17,355) 261,509	2018 (Note) RMB’000 926,827 (176,404) (203,218) (84,124) – (287,342) (463,746) 463,081 334,956 128,125 463,081

Note: The Group has initially applied HKFRS 16 at 1 January 2019. Under the transition methods chosen, comparative information is not restated in this respect.

4

CONSOLIDATED STATEMENT OF FINANCIAL POSITION AT 31 DECEMBER 2019

(Expressed in Renminbi)

Note Non-current assets Investment property Other property, plant and equipment Interests in leasehold land held for own use Intangible assets Goodwill Interests in associates Interests in joint ventures Other financial assets Finance lease receivables Trade and other receivables 10 Deferred tax assets Current assets Trading securities Inventories and other contract costs Finance lease receivables Trade and other receivables 10 Cash at bank and on hand	2019 RMB’000 5,285,739 2,017,431 1,596,979 8,900,149 52,922 570 5,410,696 302,560 1,618,292 382,253 1,623 222,012 16,891,077 118,480 5,767,090 117,206 880,060 2,681,489 9,564,325	2018 (Note) RMB’000 2,877,838 2,074,898 1,483,911
		6,436,647 6,273 570 4,919,831 287,330 1,437,525 230,870 2,476 191,012
		13,512,534
		– 7,055,723 65,342 1,222,255 3,222,953
		11,566,273

5

Note Current liabilities Trade and other payables 11 Contract liabilities Bank and other loans Related party loans Lease liabilities Current taxation Net current assets Total assets less current liabilities Non-current liabilities Bank and other loans Related party loans Lease liabilities Deferred tax liabilities NET ASSETS CAPITAL AND RESERVES Share capital Perpetual capital securities Reserves Total equity attributable to equity holders of the Company Non-controlling interests TOTAL EQUITY	2019 RMB’000 2,875,136 512,781 2,099,413 913,400 26,489 791,848 7,219,067 2,345,258 19,236,335 6,016,264 59,350 52,341 188,932 6,316,887 12,919,448 67,337 5,296,195 3,982,543 9,346,075 3,573,373 12,919,448	2018 (Note) RMB’000 2,657,446 143,949 4,979,886 2,037,700 – 748,884
		10,567,865
		998,408
		14,510,942
		1,410,771 – – 194,514
		1,605,285
		12,905,657
		67,337 5,294,665 4,104,240
		9,466,242 3,439,415
		12,905,657

Note: The Group has initially applied HKFRS 16 at 1 January 2019. Under the transition methods chosen, comparative information is not restated in this respect.

6

NOTES:

1 BASIS OF PREPARATION

These financial statements have been prepared in accordance with all applicable Hong Kong Financial Reporting Standards (“HKFRSs”), which collective term includes all applicable individual Hong Kong Financial Reporting Standards, 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 (the “Listing Rules”).

The consolidated financial statements for the year ended 31 December 2019 comprise the Company and its subsidiaries (together referred to as “the Group”) and the Group’s interests in associates and joint ventures.

The measurement basis used in the preparation of the financial statements is the historical cost basis except that other investments in equity securities are stated at their fair value.

The consolidated annual results set out in this announcement do not constitute the Group’s consolidated financial statements for the year ended 31 December 2019 but are extracted from those financial statements.

Non-current assets and disposal groups held for sale are stated at the lower of carrying amount and fair value less costs to sell.

The preparation of financial statements in conformity with HKFRSs requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies.

2 CHANGES IN ACCOUNTING POLICIES

The HKICPA has issued a new HKFRS, HKFRS 16, Leases, and a number of amendments to HKFRSs that are first effective for the current accounting period of the Group.

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 periods have been prepared or presented. The Group has not applied any new standard or interpretation that is not yet effective for the current accounting period.

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 low-value assets. The lessor accounting requirements are brought forward from HKAS 17 substantially unchanged.

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 January 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 January 2019. Comparative information has not been restated and continues to be reported under HKAS 17.

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3 REVENUE AND SEGMENT REPORTING

(a) Revenue

The principal activities of the Group are comprehensive development, equity investment and fund business and finance lease.

Revenue represents the sales value of goods or services supplied to customers (net of value-added tax and business tax). Disaggregation of revenue with customer by business lines is as follows:

Revenue from contracts with customers within the scope of HKFRS 15 Disaggregated by business lines – Sale of properties – Sale of tickets of theme park – Construction contracts – Hotel revenue – Consulting services – Paper packaging business Revenue from other sources – Rental income from investment properties – Finance lease income	Continuing operations 2019 2018 RMB’000 RMB’000 1,329,853 814,226 260,858 304,185 47,619 151,327 191,126 90,533 15,667 46,384 – – 1,845,123 1,406,655 205,430 164,850 21,350 13,189 2,071,903 1,584,694	Discontinued operation 2019 2018 RMB’000 RMB’000 – – – – – – – – – – – 400,258 – 400,258 – – – – – 400,258	Total 2019 2018 RMB’000 RMB’000 1,329,853 814,226 260,858 304,185 47,619 151,327 191,126 90,533 15,667 46,384 – 400,258 1,845,123 1,806,913 205,430 164,850 21,350 13,189 2,071,903 1,984,952	Total 2019 2018 RMB’000 RMB’000 1,329,853 814,226 260,858 304,185 47,619 151,327 191,126 90,533 15,667 46,384 – 400,258 1,845,123 1,806,913 205,430 164,850 21,350 13,189 2,071,903 1,984,952
				1,806,913 164,850 13,189
				1,984,952

The Group’s customer base is diversified and there was no customer with whom transactions exceeded 10% of the Group’s revenue in 2019.

(b)

Segment reporting

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 most senior executive management of the Group for the purposes of resource allocation and performance assessment, the Group has the following four reportable segments.

• Comprehensive development business: this segment engaged in the development and operation of tourism theme park, developed and sold residential properties, construction services, development and management of properties, property investment and operation of hotel.

• Equity investment and fund business: this segment engaged in the investment in new urbanisation industrial ecosphere, such as domestic and overseas direct investments, industrial fund, and education.

• Finance lease business: this segment engaged in the finance lease business.

• Paper packaging business (discontinued): this segment engaged in the manufacture and sale of paper cartons and products.

8

The operating results of paper packaging business for the year ended 31 December 2018 are presented as discontinued operation in the consolidated financial statements.

(i) Segment results, assets and liabilities

For the purposes of assessing segment performance and allocating resources between segments, the Group’s senior executive management monitors the results, assets and liabilities attributable to each reportable segment on the following bases:

Segment assets include all tangible, intangible assets and current assets. Segment liabilities include trade creditors, accruals and lease liabilities attributable to the sales activities of the individual segments and borrowings managed directly by the segments.

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 result is “net profit” after taxation. Inter-segment sales are priced with reference to prices charged to external parties for similar orders.

9

		Total	2019 2018	(Note)	RMB’000 RMB’000					1,797,504 1,655,586	47,619 151,327	1,845,123 1,806,913	226,780 178,039	2,071,903 1,984,952	2,071,903 1,984,952		243,555 730,831
	Paper packaging	business (discontinued)	2019 2018	(Note)	RMB’000 RMB’000					– 400,258	– –	– 400,258	– –	– 400,258	– 400,258		– 68,272
		Finance lease business	2019 2018	(Note)	RMB’000 RMB’000					– –	– –	– –	21,350 13,189	21,350 13,189	21,350 13,189		2,508 4,375
Continuing operations	Equity investment	and fund business	2019 2018	(Note)	RMB’000 RMB’000					– –	– –	– –	– –	– –	– –		150,710 50,789
	Comprehensive	development business	2019 2018	(Note)	RMB’000 RMB’000					1,797,504 1,255,328	47,619 151,327	1,845,123 1,406,655	205,430 164,850	2,050,553 1,571,505	2,050,553 1,571,505		90,337 607,395
						Revenue from contracts with customers	within the scope of HKFRS 15	Disaggregated by timing of	revenue recognition	Point in time	Over time		Revenue from other sources	Revenue from external customers	Reportable segment revenue		Reportable segment profit for the year

10

Comprehensive Equity investment Paper packaging	development business and fund business Finance lease business business (discontinued) Total	2019 2018 2019 2018 2019 2018 2019 2018 2019 2018	(Note) (Note) (Note) (Note) (Note)	RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000	Interest income	– Bank deposits 7,805 10,588 183 144 666 42 – 1,207 8,654 11,981	– Amount due from associates 22,217 13,333 – – – – – – 22,217 13,333	Interest expense (164,491) (82,417) (60,199) (90,135) (8,463) (2,509) – – (233,153) (175,061)	Depreciation and amortisation for the year (334,385) (299,385) – – – – – (3,549) (334,385) (302,934)	Share of profits less losses of associates 221,969 378,491 84,094 40,503 – – – – 306,063 418,994	Share of (loss)/profit of joint ventures (8,157) 229,244 7 – – – – – (8,150) 229,244	Reportable segment assets 20,803,489 18,353,661 3,194,700 2,898,604 486,381 307,872 – 45,844 24,484,570 21,605,981	Additions to non-current segment	assets during the year 2,839,053 2,265,193 – – – – – 6,314 2,839,053 2,271,507	Reportable segment liabilities 9,702,587 6,784,503 2,386,942 2,615,678 75,764 38,610 – 10,234 12,165,293 9,449,025	Interests in associates 3,994,185 3,468,824 1,416,511 1,451,007 – – – – 5,410,696 4,919,831	Interests in joint ventures 279,174 287,330 23,386 – – – – – 302,560 287,330	Note: The Group has initially applied HKFRS 16 at 1 January 2019. Under the modified retrospective approach applied, the comparative	information is not restated in this respect.

11

(ii) Reconciliations of reportable segment profit or loss

Reportable segment profit derived from Group’s external customers Unallocated head office and corporate gains Consolidated profit	2019 RMB’000 243,555 6,051 249,606	2018 (Note) RMB’000 730,831 195,996
		926,827

Note: The Group has initially applied HKFRS 16 at 1 January 2019. Under the modified retrospective approach applied, the comparative information is not restated in this respect.

(iii) Reconciliations of reportable segment assets and liabilities

Assets Reportable segment assets Elimination of inter-segment receivables Unallocated head office and corporate assets Consolidated total assets Liabilities Reportable segment liabilities Elimination of inter-segment payables Unallocated head office and corporate liabilities Consolidated total liabilities	2019 RMB’000 24,484,570 (25,311) 24,459,259 1,996,143 26,455,402 2019 RMB’000 12,165,293 (25,311) 12,139,982 1,395,972 13,535,954	2018 (Note) RMB’000 21,605,981 –
		21,605,981 3,472,826
		25,078,807
		2018 (Note) RMB’000 9,449,025 –
		9,449,025 2,724,125
		12,173,150

Note: The Group has initially applied HKFRS 16 at 1 January 2019. Under the modified retrospective approach applied, the comparative information is not restated in this respect.

12

(iv) Geographic information

The following table sets out information about the geographical location of (i) the Group’s revenue from external customers and (ii) the Group’s investment property, other property, plant and equipment, interests in leasehold land held for own use, intangible assets, goodwill and interests in associates and joint ventures and other financial assets (“specified non-current assets”). The geographical location of customers is based on the location at which the services were provided or the goods and properties sold. The geographical location of the specified non-current assets is based on the physical location of the assets, in the case of property, plant and equipment, interests in leasehold land held for own use and investment properties, the location of the operation to which they are allocated, in the case of intangible assets, goodwill and other financial assets, and the location of operations, in the case of interest in associates and joint ventures.

Mainland China Hong Kong	Revenues from external customers 2019 2018 RMB’000 RMB’000 2,070,316 1,984,952 1,587 – 2,071,903 1,984,952	Specified non-current assets 2019 2018 (Note) RMB’000 RMB’000 16,033,336 12,851,575 251,853 236,601 16,285,189 13,088,176	Specified non-current assets 2019 2018 (Note) RMB’000 RMB’000 16,033,336 12,851,575 251,853 236,601 16,285,189 13,088,176
			13,088,176

Note: The Group has initially applied HKFRS 16 at 1 January 2019. Under the modified retrospective approach applied, the comparative information is not restated in this respect.

4 OTHER INCOME

Interest income on financial assets measured at amortised cost: – Bank deposits – Amount due from associates Total interest income Government grants Forfeiture income on deposit on pre-sale of properties Dividend income from unlisted equity securities	Continuing operations 2019 2018 RMB’000 RMB’000 68,300 100,341 22,217 13,333 90,517 113,674 1,908 306 315 10,277 1,096 – 93,836 124,257	Discontinued operation 2019 2018 RMB’000 RMB’000 – 1,207 – – – 1,207 – 2 – – – – – 1,209	Total 2019 2018 RMB’000 RMB’000 68,300 101,548 22,217 13,333 90,517 114,881 1,908 308 315 10,277 1,096 – 93,836 125,466	Total 2019 2018 RMB’000 RMB’000 68,300 101,548 22,217 13,333 90,517 114,881 1,908 308 315 10,277 1,096 – 93,836 125,466
				114,881 308 10,277 –
				125,466

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5 OTHER NET GAINS

Gain on disposal of subsidiaries Gain on previously held interest in a subsidiary upon loss of control Gain on partial disposals of an associate Gain on previously held interest in an associate upon loss of significant influence Net realised and unrealised gains on unlisted equity securities Net gain/(loss) on disposal of property, plant and equipment Net exchange gain/(loss) Others	Continuing operations 2019 2018 RMB’000 RMB’000 – 55,650 – 40,101 72,374 – 54,090 – 12,190 116,474 40 1,641 88,578 162,016 (1,279) (6,952) 225,993 368,930	Discontinued operation 2019 2018 RMB’000 RMB’000 – 62,757 – – – – – – – – – (636) – (554) – 85 – 61,652	Total 2019 2018 RMB’000 RMB’000 – 118,407 – 40,101 72,374 – 54,090 – 12,190 116,474 40 1,005 88,578 161,462 (1,279) (6,867) 225,993 430,582

6 PROFIT BEFORE TAXATION

Profit before taxation is arrived at after charging/(crediting):

(a) Finance costs

Interest on bank and other loans Interest on lease liabilities Interest on related party loans Accrued interest on significant financing component of contract liabilities Total interest expense Less: amount capitalised*	Continuing operations 2019 2018 (Note) RMB’000 RMB’000 261,652 161,411 5,105 – 111,773 92,093 10,812 – 389,342 253,504 (120,610) (78,443) 268,732 175,061	Discontinued operation 2019 2018 (Note) RMB’000 RMB’000 – – – – – – – – – – – – – –	Total 2019 2018 (Note) RMB’000 RMB’000 261,652 161,411 5,105 – 111,773 92,093 10,812 – 389,342 253,504 (120,610) (78,443) 268,732 175,061

Note: The Group has initially applied HKFRS 16 at 1 January 2019. Under the modified retrospective approach applied, the comparative information is not restated in this respect.

• The borrowing costs have been capitalised at a weighted average rate of 4.38% per annum (2018: 3.81%).

14

(b) Staff costs

Contributions to defined contribution retirement plan Salaries, wages and other benefits	Continuing operations 2019 2018 RMB’000 RMB’000 23,650 20,323 361,875 274,771 385,525 295,094	Discontinued operation 2019 2018 RMB’000 RMB’000 – 2,611 – 53,702 – 56,313	Total 2019 2018 RMB’000 RMB’000 23,650 22,934 361,875 328,473 385,525 351,407	Total 2019 2018 RMB’000 RMB’000 23,650 22,934 361,875 328,473 385,525 351,407
				351,407

(c) Other items

	Continuing operations		Discontinued operation	Discontinued operation		Total	Total
	2019 2018		2019	2018		2019	2018
	RMB’000 RMB’000		RMB’000	RMB’000		RMB’000	RMB’000
Amortisation of intangible assets	9,392 1,027		–	16		9,392	1,043
Depreciation
– owned property, plant and
equipment*	203,798 298,358		–	3,533		203,798	301,891
– right-of-use assets*	139,226 –		–	–		139,226	–
	343,024 298,358		–	3,533		343,024	301,891
Impairment losses/(Reversal
of impairment losses)
– trade and other receivables	1,085 (3,082)		–	(71)		1,085	(3,153)
– finance lease receivables	2,929 3,541		–	–		2,929	3,541
	4,014 459		–	(71)		4,014	388
					2019		2018
				RMB’000			RMB’000
Total minimum lease payments for leases previously		classified
as operating leases under HKAS 17*						–	24,748
Rentals receivable from investment properties less direct
outgoings of RMB23,457,000 (2018: RMB11,773,000)				(181,793)			(153,076)
Cost of inventories#				1,089,777			1,159,375

• The Group has initially applied HKFRS 16 using the modified retrospective approach and adjusted the opening balances at 1 January 2019 to recognise right-of-use assets relating to leases which were previously classified as operating leases under HKAS 17. After initial recognition of rightof-use assets at 1 January 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.

• Cost of inventories includes RMB256,673,000 (2018: RMB257,000,000) relating to staff costs, depreciation and amortisation expenses, and lease expenses, which amount is also included in the respective total amounts disclosed separately above or in note 6(b) for each of these types of expenses.

15

7 INCOME TAX IN THE CONSOLIDATED STATEMENT OF PROFIT OR LOSS

(a) Taxation in the consolidated statement of profit or loss represents:

Current tax Provision for corporate income tax (“CIT”) for the year Under/(over)- provision in respect of prior years PRC LAT Deferred tax Origination and reversal of temporary differences	Continuing operations 2019 2018 RMB’000 RMB’000 67,324 80,202 17,527 (25,594) 84,851 54,608 306,245 182,050 391,096 236,658 (36,582) (29,760) 354,514 206,898	Discontinued operation 2019 2018 RMB’000 RMB’000 – 19,302 – (608) – 18,694 – – – 18,694 – 789 – 19,483	Total 2019 2018 RMB’000 RMB’000 67,324 99,504 17,527 (26,202) 84,851 73,302 306,245 182,050 391,096 255,352 (36,582) (28,971) 354,514 226,381

(i) CIT

Pursuant to the rules and regulations of the Cayman Islands and the British Virgin Islands, the Group is not subject to any income tax in the Cayman Islands and the British Virgin Islands during the year (2018: Nil).

No provision for Hong Kong Profits Tax is required since the Group has no assessable profit for the year ended 31 December 2019 and 2018.

Pursuant to the income tax rules and regulations of the PRC, taxation for PRC subsidiaries is charged at the appropriate current rates of taxation ruling in the relevant cities in the PRC at 25% (2018: 25%).

Additionally, a 10% withholding tax is levied for income derived from or accruing in the PRC. However, as for the dividend income, due to the tax treaty between Hong Kong Special Administrative Region and PRC for avoidance of double taxation and prevention of tax evasion, dividends declared from PRC subsidiaries, associates and joint ventures to Hong Kong holding companies of the Group are subject to 5% withholding income tax since 1 January 2008 and onwards.

(ii) PRC LAT

PRC LAT is levied at progressive rates ranging from 30% to 60% on the appreciation of land value, being the proceeds of sales of properties less deductible expenditures including lease charges of land use rights and all property development expenditures, which is included in the consolidated statement of profit or loss as income tax. The Group has estimated the tax provision for PRC LAT according to the requirements set forth in the relevant PRC tax laws and regulations. The actual PRC LAT liabilities are subject to the determination by the tax authorities upon completion of the property development projects and the tax authorities might disagree with the basis on which the provision for PRC LAT is calculated.

16

(b) Reconciliation between tax expense and accounting profit at applicable tax rates:

Profit before taxation Notional tax on profit before taxation, calculated at the PRC CIT rate of 25% Tax effect of tax rate difference Tax effect of non-deductible expenses Tax effect of non-taxable income Tax effect of temporary difference not recognised Tax effect of temporary difference not previously recognised Under/(over)-provision in respect of prior years PRC LAT Tax effect of PRC LAT Income tax expense	Continuing operations 2019 2018 RMB’000 RMB’000 604,120 1,065,453 151,030 266,363 (2) 786 86,518 63,099 (140,935) (260,585) 24,775 27,064 (14,083) (772) 17,527 (25,594) 124,830 70,361 306,245 182,050 (76,561) (45,513) 229,684 136,537 354,514 206,898	Discontinued operation 2019 2018 RMB’000 RMB’000 – 87,755 – 21,939 – (5,926) – 4,184 – (106) – – – – – (608) – 19,483 – – – – – – – 19,483	Total 2019 2018 RMB’000 RMB’000 604,120 1,153,208 151,030 288,302 (2) (5,140) 86,518 67,283 (140,935) (260,691) 24,775 27,064 (14,083) (772) 17,527 (26,202) 124,830 89,844 306,245 182,050 (76,561) (45,513) 229,684 136,537 354,514 226,381

8 DIVIDENDS

• (i) Dividends payable to equity shareholders of the Company attributable to the year:

	2019	2018
	RMB’000	RMB’000
Final dividend proposed after the end of the reporting period of
HK1.25 cents per ordinary share (equivalent to RMB1.12 cents
per ordinary share) (2018: HK22.00 cents per ordinary share
(equivalent to RMB19.28 cents per ordinary share))	8,380	144,285

The final dividend proposed after the end of the reporting period has not been recognised as a liability at the end of the reporting period.

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(ii) Dividends payable to equity shareholders of the Company attributable to the previous financial year, approved and paid during the year

Final dividend in respect of the previous financial year, approved and paid during the year, of HK22.00 cents per ordinary share (equivalent to RMB19.71 cents per ordinary share) (2018: HK48.00 cents per ordinary share (equivalent to RMB40.47 cents per ordinary share)) Final dividend in respect of the previous financial year, approved and paid during the year, of HK$Nil cents per convertible preference share (equivalent to RMBNil cents per convertible preference share) (2018: HK20.25 cents per convertible preference share (equivalent to RMB16.23 cents per convertible preference share))	2019 RMB’000 144,829 – 144,829	2018 RMB’000 302,855 15,576
		318,431

9 EARNINGS PER SHARE

(a) Basic earnings per share

(i) Profit attributable to ordinary shareholders of the Company (basic)

Profit for the year, attributable to equity holders of the Company Less: Profit attributable to the shareholders of perpetual capital securities Profit attributable to the shareholders of convertible preference shares Profit attributable to ordinary shareholders (basic)	Continuing operations 2019 2018 RMB’000 RMB’000 266,961 730,430 (238,615) (228,694) – (15,576) 28,346 486,160	Discontinued operation 2019 2018 RMB’000 RMB’000 – 68,272 – – – – – 68,272	Total 2019 2018 RMB’000 RMB’000 266,961 798,702 (238,615) (228,694) – (15,576) 28,346 554,432	Total 2019 2018 RMB’000 RMB’000 266,961 798,702 (238,615) (228,694) – (15,576) 28,346 554,432
				554,432

(ii) Weighted average number of ordinary shares (basic)

Issued ordinary shares at 1 January Effect of conversion of convertible preference shares Weighted average number of ordinary shares at 31 December	2019 ‘000 748,366 – 748,366	2018 ‘000 652,366 65,753
		718,119

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(b) Diluted earnings per share

(i) Profit attributable to ordinary shareholders of the Company (diluted)

Profit attributable to ordinary shareholders (basic) Preference shares dividends saving on conversion of convertible preference shares Profit attributable to ordinary shareholders (diluted)	Continuing operations 2019 2018 RMB’000 RMB’000 28,346 486,160 – 15,576 28,346 501,736	Discontinued operation 2019 2018 RMB’000 RMB’000 – 68,272 – – – 68,272	Total 2019 2018 RMB’000 RMB’000 28,346 554,432 – 15,576 28,346 570,008	Total 2019 2018 RMB’000 RMB’000 28,346 554,432 – 15,576 28,346 570,008
				570,008

(ii) Weighted average number of ordinary shares (diluted)

Weighted average number of ordinary shares at 31 December Effect of dilutive potential ordinary shares arising from convertible preference shares Weighted average number of ordinary shares (diluted) at 31 December	2019 ‘000 748,366 – 748,366	2018 ‘000 718,119 30,247
		748,366

10 TRADE AND OTHER RECEIVABLES

Trade debtors and bills receivable – Amounts due from fellow subsidiaries – Amounts due from third parties Less: allowance for doubtful debts Other receivables: – Amounts due from associates (note i) – Amounts due from intermediate parents – Amounts due from fellow subsidiaries – Amounts due from other related parties – Amounts due from third parties Less: allowance for doubtful debts Financial assets measured at amortised cost Deposits and prepayments (note ii)	2019 RMB’000 16,345 13,630 (1,095) 28,880 95,360 – 17,007 – 64,384 (12,717) 164,034 192,914 688,769 881,683	2018 RMB’000 6,974 42,129 (1,545)
		47,558
		583,227 1,157 15,385 9,444 212,568 (11,182)
		810,599
		858,157 366,574
		1,224,731

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Presenting as:

Non-current assets (note iii) Current assets	2019 RMB’000 1,623 880,060 881,683	2018 RMB’000 2,476 1,222,255
		1,224,731

• (i) Except for amounts of RMB16,891,000 (2018: RMB437,872,000) which are interest bearing at 2.5% (2018: 2.5% to 6%) per annum, the amounts due from associates, intermediate parents, fellow subsidiaries and other related parties are unsecured, non-interest bearing and repayable on demand.

• (ii) During the year ended 31 December 2018, the Group entered into one land grant contract for acquisition of the land in the PRC. As at 31 December 2018, a total consideration of RMB204,000,000 was paid and recognised as deposit for the acquisition of the land. During the year ended 31 December 2019, the acquisition of the land was completed and respective land use right certificate was obtained.

During the year ended 31 December 2019, the Group entered into one land grant contract for acquisition of the land in the PRC and as at 31 December 2019, a total consideration of RMB510,000,000 was paid and recognised as deposit for the acquisition of the land.

• (iii) Apart from prepayment of RMB1,623,000 under non-current assets (2018: RMB2,476,000) is expected to be recovered after one year, all of the trade and other receivables are expected to be recovered within one year.

Ageing analysis

As at the end of the reporting period, the ageing analysis of trade debtors and bills receivable (which are included in trade and other receivables), based on the invoice date and net of allowance for doubtful debts, is as follows:

Within 1 year 1 to 2 years 2 to 3 years	2019 RMB’000 28,734 146 – 28,880	2018 RMB’000 45,809 890 859
		47,558

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11 TRADE AND OTHER PAYABLES

Trade creditors and bills payable: – Amounts due to fellow subsidiaries – Amounts due to third parties Other payables and accruals: – Amounts due to associates – Amounts due to joint ventures – Amount due to the intermediate parent – Amounts due to fellow subsidiaries – Amount due to other related party – Amounts due to third parties (note i) Interest payables: – Amount due to an associate – Amount due to a joint venture – Amounts due to intermediate parents – Amounts due to fellow subsidiaries – Amounts due to other related parties – Amounts due to third parties Financial liabilities measured at amortised cost Deposits (note ii)	2019 RMB’000 24,058 1,162,468 1,186,526 132,431 210,932 45,514 331,014 249,900 535,187 1,504,978 36,417 7,686 21,369 71 13,737 29,915 109,195 2,800,699 74,437 2,875,136	2018 RMB’000 23,311 1,158,482
		1,181,793
		132,431 195,087 – 311,956 – 612,711
		1,252,185
		32,876 – 23,717 57,723 – 17,674
		131,990
		2,565,968 91,478
		2,657,446

Notes:

• (i) Chengdu OCT, a subsidiary of the Group, received advances amounting to RMB550,000,000 for construction of infrastructure facilities in previous years. As at 31 December 2019, the balance of the advances received deducting the carrying amount of the related infrastructure facilities was RMB135,742,000 (2018: RMB145,394,000), which was included in other payables.

• (ii) At 31 December 2019, deposits of RMB73,558,000 (2018: RMB55,591,000) are expected to be settled after more than one year. All of the other payables and accrued expenses and deposits are expected to be settled within one year.

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Ageing analysis

As of the end of the reporting period, the ageing analysis of trade creditors and bills payable (which are included in trade and other payables), based on the invoice date, is as follows:

Within 1 year 1 to 2 years 2 to 3 years Over 3 years	2019 RMB’000 1,118,073 33,552 2,640 32,261 1,186,526	2018 RMB’000 1,101,819 20,956 31,041 27,977
		1,181,793

AUDIT COMMITTEE

The Audit Committee has reviewed with the management of the Company the accounting principles and practices adopted by the Group, the internal control procedures, and the audited results of the Company for the year ended 31 December 2019, and has met with the external auditors and discussed the financial matters of the Group that arose during the course of audit for the year ended 31 December 2019. The Audit Committee has confirmed the audited annual results of the Group for the year ended 31 December 2019 (the “ 2019 Annual Results ”) set out in this announcement.

EXPLANATIONS ON THE DIFFERENCES BETWEEN THE UNAUDITED ANNUAL RESULTS AND THE AUDITED ANNUAL RESULTS FOR THE YEAR ENDED 31 DECEMBER 2019

The auditing process for the annual results for the year ended 31 December 2019 had not been completed as at the date of the Unaudited Results Announcement of the Company published on 31 March 2020. As the audit of the annual results of the Company for the year ended 31 December 2019 has now been completed, the Company advises that the shareholders and potential investors shall pay attention to the differences between the financial information of the unaudited annual results and the financial information of the audited annual results (the “ Differences ”). In this connection, the Company hereby sets out in this announcement the details and reasons for the Differences in accordance with Rule 13.49(3)(ii)(b) of the Listing Rules.

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As the Board proposes the payment of a final dividend of HK$1.25 cents per ordinary share for the year ended 31 December 2019 (for further details, please refer to the paragraph headed “Proposed Final Dividend and Closure of Register” in this announcement), the subparagraph under “8. Dividends” of the note on page 18 of the Unaudited Results Announcement “(i) The Board will consider whether to propose the payment of a final dividend for the year ended 31 December 2019 after the audited financial statements is available.” shall be deleted in its entirety and be replaced by the following:

“(i) Dividends payable to equity shareholders of the Company attributable to the year:

	2019	2018
	RMB’000	RMB’000
Final dividend proposed after the end of the reporting
period of HK$1.25 cents per ordinary share
(equivalent to RMB1.12 cents per ordinary share)
(2018: HK$22.00 cents per ordinary share
(equivalent to RMB19.28 cents per ordinary share))	8,380	144,285

The final dividend proposed after the end of the reporting period has not been recognised as a liability at the end of the reporting period.”

Save as disclosed above, the financial information set out in the Unaudited Results Announcement remains unchanged.

PROPOSED FINAL DIVIDEND AND CLOSURE OF REGISTER

The register of members of the Company will be closed from 16 June 2020 to 19 June 2020 (both days included), for the purpose of determining the list of shareholders entitled to attend the forthcoming annual general meeting (the “ Annual General Meeting ”), during which period no transfer of shares of the Company will be registered. In order to qualify for attending the Annual General Meeting, shareholders should ensure that all transfer documents, accompanied by the relevant share certificates, are lodged with the Company’s branch share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong, for registration no later than 4:30 p.m. on Monday, 15 June 2020.

The Board proposes the payment of a final dividend (the “ Final Dividend ”) of HK$1.25 cents per share to shareholders whose names appear on the register of members of the Company on 30 June 2020. The register of members will be closed from 26 June 2020 to 30 June 2020, both days included. The proposed Final Dividend is expected to be paid on 9 July 2020. The payment of the Final Dividend shall be subject to the approval of the shareholders at the Annual General Meeting to be held on 19 June 2020. In order to be qualified for the proposed Final Dividend, shareholders shall deliver share certificates together with transfer documents to the Company’s Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong, for registration no later than 4:30 p.m. on Wednesday, 24 June 2020.

Save as disclosed in this announcement, all the information set out in the Unaudited Results Announcement remains unchanged. For details of the management discussion and analysis of the 2019 Annual Results and other information of the Group, please refer to pages 23 to 38 of the Unaudited Results Announcement.

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SCOPE OF WORK OF THE EXTERNAL AUDITORS OF THE COMPANY

The financial figures in respect of the Group’s consolidated statement of financial position, consolidated statement of profit or loss, consolidated statement of profit or loss and other comprehensive income, and the related notes thereto for the year ended 31 December 2019 as set out in this announcement have been compared by the Group’s external auditors, KPMG, Certified Public Accountants, to the amounts set out in the Group’s audited consolidated financial statements for the Year and the amounts were found to be in agreement. The work performed by KPMG in this respect did not constitute an assurance engagement in accordance with the Hong Kong Standards on Auditing, the Hong Kong Standards on Review Engagements, or the Hong Kong Standards on Assurance Engagements issued by the Hong Kong Institute of Certified Public Accountants, and consequently no assurance has been expressed by KPMG in this results announcement.

PUBLICATION OF ANNUAL REPORT

This announcement is published on the websites of the Company (www.oct-asia.com) and The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) (www.hkexnews.com.hk). The 2019 annual report containing all the information required by the Listing Rules will be despatched to the shareholders and published on the websites of the Stock Exchange and the Company before 15 May 2020.

By the order of the Board Overseas Chinese Town (Asia) Holdings Limited He Haibin Chairman

Hong Kong, 27 April 2020

As at the date of this announcement, the Board of the Company comprises seven Directors, including three executive Directors namely Mr. He Haibin, Ms. Xie Mei and Mr. Lin Kaihua; one non-executive Director namely Mr. Zhang Jing; three independent non-executive Directors namely Ms. Wong Wai Ling, Mr. Lam Sing Kwong Simon and Mr. Chu Wing Yiu.

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