RemeGen Co., Ltd. - Interim / Quarterly Report 2015

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

~~2~~ 015 Interim Report

Overseas Chinese Town (Asia) Holdings Limited 1 Interim Report 2015

Corporate Information	2
Management Discussion and Analysis	4
Directors’ Interests	19
Interests and Short Positions of Substantial
Shareholders and Other Persons	21
Share Option Scheme	24
Corporate Governance	28
Interim Financial Report	29

==> picture [420 x 35] intentionally omitted <==

2 Overseas Chinese Town (Asia) Holdings Limited Interim Report 2015

Corporate Information

Registered Office Clifton House PO Box 1350 GT, 75 Fort Street Grand Cayman, Cayman Islands Head Office and Principal Suite 3203-3204, Tower 6 Place of Business The Gateway, Harbour City Canton Road, Tsim Sha Tsui Kowloon, Hong Kong Board of Directors Executive Directors Ms. Wang Xiaowen (Chairman) Ms. Xie Mei (CEO) Mr. Lin Kaihua Non-executive Director Mr. Zhou Ping Independent Non-executive Directors Mr. Lu Gong Ms. Wong Wai Ling Professor Lam Sing Kwong Simon Audit Committee/ Ms. Wong Wai Ling (Chairman) Remuneration Committee Professor Lam Sing Kwong Simon Mr. Zhou Ping Nomination Committee Ms. Wang Xiaowen (Chairman) Ms. Wong Wai Ling Professor Lam Sing Kwong Simon Qualified Accountant and Mr. Fong Fuk Wai (FCPA, FCCA, ACA) Company Secretary

==> picture [420 x 35] intentionally omitted <==

Overseas Chinese Town (Asia) Holdings Limited 3 Interim Report 2015

Corporate Information

Auditors

RSM Nelson Wheeler Certified Public Accountants 29th Floor, Caroline Centre 28 Yun Ping Road Hong Kong

Legal Advisers as to Loong & Yeung Hong Kong Law Suites 2001-2006 20/F, Jardine House, 1 Connaught Place Central, Hong Kong Principal Share Registrar Appleby Corporate Services (Cayman) and Transfer Office Limited Clifton House PO Box 1350 GT, 75 Fort Street Grand Cayman, Cayman Islands Hong Kong Branch Computershare Hong Kong Investor Share Registrar and Services Limited Transfer Office Shops 1712-16, 17/F, Hopewell Centre 183 Queen’s Road East, Hong Kong

Principal Bankers China Construction Bank (Asia) Corporation Limited DBS Bank (Hong Kong) Limited Hang Seng Bank Limited Nanyang Commercial Bank OCBC Wing Hang Bank Limited Standard Chartered Bank (HK) Ltd.

Stock Information Listing Date: 2 November 2005 Stock Code: 03366 Stock Short Name: OCT (ASIA) Company’s Website http://www.oct-asia.com

==> picture [420 x 35] intentionally omitted <==

Overseas Chinese Town (Asia) Holdings Limited Interim Report 2015

Management Discussion and Analysis

Operating results and Business review

In the first half of 2015, the overall global economic recovery was slow and intricate with clear differentiation. The domestic economy was undergoing the critical phase of structural adjustment and model transformation, and it was still exposed to substantial downward pressure. Under these complex economic conditions of domestic and abroad, Overseas Chinese Town (Asia) Holdings Limited (the “Company”) together with its subsidiaries (the “Group”) steadily implemented its established strategy, and achieved steady development in its businesses leveraging on its extensive experience and high quality products.

For the six months ended 30 June 2015 (the “Period Under Review”), the Group recorded a turnover of approximately RMB1,996 million, representing an increase of approximately 29.7% from the same period of 2014; and profit attributable to owners of the Company was approximately RMB105 million, representing an increase of approximately 293.4% from the same period of 2014.

Comprehensive development Business

In the first half of 2015, under the overall economic tone of maintaining steady growth, adjusting economic structure and promoting consumption, the central bank cut interest rates and Required Reserve Ratio (RRR) for a number of times, which formed a loose market environment, facilitated and improved the long-term mechanisms for regulating the real estate market, stimulated housing demand, and promoted the destocking process. Under the multi-policy effect, first and major second-tier cities across the country saw a recovering housing market with rebound in housing transaction volume year on year, a smaller decrease rate of newly started development area year on year, and a steady growth of investments. The Group well grasped such market opportunities, fully utilized brand advantages, effectively consolidated customer resources, increased promotion efforts, to achieve satisfactory operating results in comprehensive development business.

==> picture [420 x 35] intentionally omitted <==

Overseas Chinese Town (Asia) Holdings Limited 5 Interim Report 2015

Management Discussion and Analysis

For the six months ended 30 June 2015, our comprehensive development business recorded a turnover of approximately RMB1,584 million, representing an increase of approximately 39.6% from the same period of 2014; profit attributable to owners of the Company was approximately RMB94.57 million, representing an increase of approximately 449.9% from the same period of 2014.

During the Period Under Review, the Shanghai Suhewan Project was mainly engaged in the sales of luxury high-rise residential properties with excellent views, low-density residential properties, apartment-style offices, and some boutique business premises. The Shanghai Suhewan Project has won two major awards from “International Property Awards 2015”, which is known as the “Real Estate Oscar”, including “Asia Pacific 2015 Highly Commended Apartment” and “Asia Pacific 2015 Highly Commended Residential Renovation/Redevelopment”, standing out as the only awarded project in Shanghai this year. For the six months ended 30 June 2015, the contracted sales area and amount of Shanghai Suhewan Project were approximately 15,100 sq.m. and approximately RMB1,305 million respectively, with contracted sales amount substantially increased by approximately 434.8% as compared with same period last year, and the settled area and amount were approximately 10,500 sq.m. and approximately RMB933 million respectively, with settled amount greatly increased by approximately 201.9% compared with the same period last year.

==> picture [420 x 35] intentionally omitted <==

Overseas Chinese Town (Asia) Holdings Limited Interim Report 2015

Management Discussion and Analysis

During the Period Under Review, Chengdu Tianfu OCT Industry Development Company Limited (“Chengdu OCT”) focused on the sales of high-end office properties, high-rise residential properties, multi-storey residential properties and some low-density residential properties. For the six months ended 30 June 2015, the contracted sales area and amount of residential and office properties of Chengdu OCT were approximately 67,900 sq.m. and approximately RMB776 million respectively, and the settled area and amount were approximately 48,500 sq.m. and approximately RMB565 million respectively. The current rentable area for commercial use is approximately 77,700 sq.m., of which 96% has been occupied, and was awarded “Chengdu Featured Business District” by the Bureau of Commerce of Chengdu. During the Period Under Review, Chengdu Happy Valley widely used online marketing to expand its brand influence, achieving a revenue of approximately RMB123 million, which recorded an increase of approximately 14.9% compared with the same period last year, with a visitor flow of approximately 1.06 million, which recorded a approximately 4% increase compared with the same period last year.

After winning last year’s champions for both sales revenue and area for commercial residential buildings in Beijing, the Beijing Unique Garden Project continued its hot sales in the first half of this year, and recorded profits due to the commencement of recognition of revenue. During the Period Under Review, Beijing Unique Garden Project focused on the sales of high-rise residential properties. The contracted sales area and amount were approximately 10,900 sq.m. and approximately RMB525 million respectively, and the settled area and amount were approximately 36,200 sq.m. and approximately RMB1,556 million respectively. During the Period Under Review, Beijing Unique Garden contributed an investment return of approximately RMB74.22 million to the Company.

==> picture [420 x 35] intentionally omitted <==

Overseas Chinese Town (Asia) Holdings Limited 7 Interim Report 2015

Management Discussion and Analysis

The Chongqing OCT Real Estate Project is now under comprehensive planning and designing, and is expected to develop middle-to-high-end high-rise and multi-storey residential properties. The Chongqing OCT Real Estate Project enjoys a supreme location and rich landscape resources, overlooking the panorama of Jialing River with a Happy Valley theme park and large greenbelt planned in the neighborhood.

The Chengdu Jinhe Land Resumption Project and Chengdu Shaheyuan Land Consolidation Project are both located in Jinniu district in Chengdu and are adjacent to Chengdu OCT. Currently, the Chengdu Jinhe Land Resumption Project was delayed in progress than originally scheduled, and it is under land levelling and plan adjustment. Chengdu OCT has established a project company with 成都市鑫金農發投資有限公司 (Chengdu Xin Jin Nong Fa Investments Co., Ltd) for the Chengdu Shaheyuan Land Consolidation Project, with registered capital of RMB 100 million. Chengdu OCT is interested in 80% equity interests in the project company. The Chengdu Shaheyuan Land Consolidation Project has entered the approval and review stage, upon which relative land consolidation will be officially started.

paper packaging Business

The Group enjoys 30 years of experience of operations and development in the packaging and printing industry, built up the “Huali” brand with a good customer base and market reputation, and has developed 5 production bases and several branches in the Pearl River Delta and Yangtze River Delta regions, located in Huizhou, Zhongshan, Shanghai, Chuzhou, Suzhou, Shenzhen and other places respectively.

==> picture [420 x 35] intentionally omitted <==

Overseas Chinese Town (Asia) Holdings Limited Interim Report 2015

Management Discussion and Analysis

During the Period Under Review, pressure had been accumulating within the domestic manufacturing industry and the ancillary packaging enterprises including shrinking export orders, weak growth in domestic orders, and continuous increase in manufacturing costs. Faced with such unfavorable business conditions, the Group, on the one hand, innovated in its market expansion, adjusted product structure, and actively tapped market segments such as the fast-growing e-commerce and logistics markets; on the other hand, the Group consolidated its internal management, optimized its manufacturing techniques, and reduced its operational costs, to enhance the comprehensive operational efficiency of the Company.

For the six months ended 30 June 2015, our paper packaging business recorded a turnover of approximately RMB412 million, representing an increase of approximately 2.0% as compared with the same period of 2014; and profit attributable to owners of the Company was approximately RMB10.43 million, representing an increase of approximately 9.9% from the same period of 2014.

OutlOOk

Looking ahead to the second half of 2015, despite the steady rebound of the US economy, and the temporary ease of the Greek debt dispute in the Eurozone, deep-level risks still remain, and the European economy is still exposed to potential uncertainties. The domestic economy is expected to maintain a steady GDP growth benefiting from the “One Belt One Road” initiative, the “Internet Plus” strategy and the reform and opening up measures such as the establishment of free trade zones launched by the PRC Government. Thanks to the previous easing policies, and positive measures including the cuts in interest rates and RRR, as well as the enhancing wealth effect in the capital market, the overall real estate market is expected to remain stable and healthy, with sales volume and price in the first and major second-tier cities estimated to continue picking up.

==> picture [420 x 35] intentionally omitted <==

Overseas Chinese Town (Asia) Holdings Limited 9 Interim Report 2015

Management Discussion and Analysis

Comprehensive development Business

In the second half of the year, the Group will grasp advantageous opportunities of the improving market, and persist with the rapid development and cash-is-king strategy, enhance the existing project marketing, speed up the recovery of funds, and improve the cash flow efficiency. In the second half of this year, Shanghai Suhewan Project will introduce waterfront multi-storey residential properties for the first time which type has high scarcity of its kind in the market, and continue to sell luxury high-rise residential properties, apartment-style offices and boutique business premises. With the project maturing gradually, it will effectively enhance the overall value of the neighboring district and gradually make Suhewan District a luxury homes district in the city center of Shanghai. Chengdu OCT will continue to sell high-end office properties and high-rise residential properties, and boost the development of business properties, and it is expected to sign an agreement to introduce an internationally renowned retail brand. Beijing Unique Garden Project will pre-sale a new batch of high-rise residential properties, with a saleable area of approximately 38,000 sq.m., which is expected to keep the good sales record of the project, and make considerable contributions to the Group. The Chongqing OCT Real Estate Project will continue with its planning and construction, striving to enter into the market as soon as possible.

In the future, the Group will adhere to its established strategy and continue to search for quality project resources in areas with development potentials in the first and second tier cities. The Group will increase its project reserve through multiple channels and ways, and leverage on its experience and advantage in comprehensive development to constantly innovate products, enhance the project company collaboration model of equity diversity, and reinforce future development potentials of the Group.

==> picture [420 x 35] intentionally omitted <==

Overseas Chinese Town (Asia) Holdings Limited Interim Report 2015

Management Discussion and Analysis

paper packaging Business

In the second half of the year, the Group will continue to focus on market expansion, adjust the sales strategy and incentive plan, enhance multisector and multi-region customer development, optimize customer structure, endeavor to make breakthroughs from “e-commerce” customers, and achieve the “Internet Plus” transformation and upgrading of the packaging business. Currently, the Group has started cooperation with e-commerce customers in terms of logistics packaging, and an integrated service program for internet intelligent packaging will be launched in the future. In the next half of this year, the Suzhou Production and R&D Base will be completed and put into use, which will further consolidate and improve our market share in the Yangtze River Delta region, and maintain the Group’s leading position in the paper packaging industry.

In 2015, the Group persist with the strategic goal of becoming an outstanding developer and operator for commercial complex across the country. Relying on the brand and resources advantages of the Overseas Chinese Town Enterprises Company, our parent company, the Group will stick to innovation for development, cooperation for win-win situation, and make efforts to obtain ideal investment returns for our shareholders.

==> picture [420 x 35] intentionally omitted <==

Overseas Chinese Town (Asia) Holdings Limited 11 Interim Report 2015

Management Discussion and Analysis

emplOyees and remuneratiOn pOliCy

As at 30 June 2015, the Group employed approximately 2,842 full-time staff members. The basic remunerations of the employees are determined with reference to the industry’s remuneration benchmark, the employees’ experience and their performance, and equal opportunities will be offered to all staffs. Salaries of employees are maintained at a competitive level and are reviewed annually, with reference to the relevant labour market and economic situation. Directors’ remuneration is determined basing on a variety of factors such as market conditions and responsibilities assumed by each director. Apart from the basic remuneration and statutory benefits, the Group also provides discretionary bonuses to staffs based upon the Group’s results and their individual performance. In addition, the Company has adopted a share option scheme as incentives to Directors and eligible employees.

The Group has not experienced any significant problems with its employees or disruption to its operations due to labour disputes nor has it experienced any difficulty in the recruitment and retention of experienced staffs. The Group maintains a good relationship with its employees. Most members of senior management have been working for the Group for many years.

==> picture [420 x 35] intentionally omitted <==

Overseas Chinese Town (Asia) Holdings Limited Interim Report 2015

Management Discussion and Analysis

FinanCial review

As at 30 June 2015, the Group’s total assets were approximately RMB22,178 million. Total equity amounted to approximately RMB6,497 million. The Group’s turnover was approximately RMB1,996 million for the six months ended 30 June 2015, representing an increase of approximately 29.7% over the same period of 2014, among which the revenue from comprehensive development business was approximately RMB1,584 million, representing an increase of approximately 39.6% over the same period of 2014; the revenue from paper packaging business was approximately RMB412 million, representing an increase of approximately 2.0% over the same period of 2014. Profit attributable to owners of the Company was approximately RMB105 million, representing an increase of approximately 293.4% over the same period of 2014, among which profit attributable to owners of the Company arising from comprehensive development business was approximately RMB94.57 million, representing an increase of approximately 449.9% over the same period of 2014, which was mainly due to a significant increase of share of profits of associates; profit attributable to owners of the Company arising from paper packaging business was approximately RMB10.43 million, representing an increase of approximately 9.9% over the same period of 2014, mainly due to the increase of customer orders resulted from effective expansion into new sectors of the market. For the six months ended 30 June 2015, basic earnings per share were RMB0.138, which were RMB0.031 for the same period last year. This was mainly attributable to the significant increase in profit for the Period Under Review.

==> picture [420 x 35] intentionally omitted <==

Overseas Chinese Town (Asia) Holdings Limited 13 Interim Report 2015

Management Discussion and Analysis

During the Period Under Review, the Group’s gross profit margin was approximately 29.1% (same period in 2014: 36.8%), representing a decrease of approximately 7.7 percentage points over the same period of 2014, among which the gross profit margin of its comprehensive development business was approximately 33.2%, representing a decrease of approximately 11.7 percentage points over the same period of 2014, which was mainly due to the decrease of revenue recognized during the Period Under Review from units with high gross profit; the gross profit margin of its paper packaging business was approximately 13.2%, which was substantially the same as compared to the same period of 2014.

distribution Costs and administrative expenses

Distribution costs of the Group for the six months ended 30 June 2015 were approximately RMB81.33 million (same period in 2014: approximately RMB99.13 million), representing a decrease of approximately 18.0% over the corresponding period in 2014, of which distribution costs of comprehensive development business were approximately RMB58.22 million, representing a decrease of approximately 21.1% over the corresponding period of 2014, which was mainly due to higher promotion expenses in the corresponding period of 2014; distribution costs from paper packaging business were approximately RMB23.11 million, representing a decrease of approximately 8.7% over the corresponding period of 2014, which was mainly due to the strict control on the distribution costs by the management.

==> picture [420 x 35] intentionally omitted <==

Overseas Chinese Town (Asia) Holdings Limited Interim Report 2015

Management Discussion and Analysis

The Group’s administrative expenses for the six months ended 30 June 2015 were approximately RMB81.69 million (same period in 2014: approximately RMB63.89 million), representing an increase of approximately 27.9% over the corresponding period in 2014, of which administrative expenses of comprehensive development business were approximately RMB63.74 million, representing an increase of approximately 39.4% over the same period of 2014, which was mainly due to the increase of daily operating expenses and labor costs; administrative expenses of paper packaging business were approximately RMB17.95 million, which was similar to that of the corresponding period of 2014.

interest expenses

The interest expenses of the Group were approximately RMB113 million for the six months ended 30 June 2015 (same period in 2014: approximately RMB86.09 million), representing an increase of approximately 31.4% over the same period in 2014, of which interest expenses of comprehensive development business were approximately RMB110 million, representing an increase of approximately 31.5% over the same period in 2014, mainly due to the increased amount of loan for building new theme park facilities of its subsidiary; interest expenses of paper packaging business were approximately RMB2.61 million, representing an increase of approximately 26.1% over the same period in 2014, mainly due to the increased amount of loan to supplement the liquidity.

dividends

The Board does not recommend the payment of an interim dividend for the six months ended 30 June 2015, taking into account the long-term development of the Company and its active participation in potential investment opportunities.

==> picture [420 x 35] intentionally omitted <==

Overseas Chinese Town (Asia) Holdings Limited 15 Interim Report 2015

Management Discussion and Analysis

inventories, debtors’ and Creditors’ turnover

The inventory turnover days of the Group’s paper packaging business were 33 days for the six months ended 30 June 2015, which was substantially the same as compared with 35 days for the year ended 31 December 2014. The debtors’ turnover days of the Group’s paper packaging business were 119 days for the six months ended 30 June 2015, which was substantially the same as compared with 114 days for the year ended 31 December 2014. The creditors’ turnover days of the Group’s paper packaging business were 68 days for the six months ended 30 June 2015, which was lower than 76 days for the year ended 31 December 2014, mainly due to the shortened credit period granted by the suppliers.

liquidity, Financial resources and Capital structure

The total equity of the Group as at 30 June 2015 was approximately RMB6,497 million (31 December 2014: approximately RMB6,384 million). As at 30 June 2015, the Group had current assets of approximately RMB18,658 million (31 December 2014: approximately RMB18,677 million) and current liabilities of approximately RMB5,899 million (31 December 2014: approximately RMB5,510 million). The current ratio was 3.16 as at 30 June 2015, representing a slight decrease as compared with 3.39 as at 31 December 2014.

==> picture [420 x 35] intentionally omitted <==

Overseas Chinese Town (Asia) Holdings Limited Interim Report 2015

Management Discussion and Analysis

As at 30 June 2015, the Group had outstanding bank and other loans of approximately RMB3,776 million, without any fixed rate loans (31 December 2014: outstanding bank and other loans of approximately RMB3,522 million, without any fixed rate loans). The interest rates of bank and other loans of the Group ranged from 1.73% to 6.64% per annum for the six months ended 30 June 2015 (from 1.50% to 6.64% per annum for the year ended 31 December 2014). Some of these bank loans were secured by floating charges of certain inventories of the Group and corporate guarantees provided by certain subsidiaries of the Company. The Group’s gearing ratio (being the total borrowings including bills payable and loans divided by total assets) was approximately 52.6% as at 30 June 2015, which was slightly lower than approximately 53.0% as at 31 December 2014.

As at 30 June 2015, approximately 37% of the total amount of outstanding bank and other loans of the Group was denominated in Renminbi (31 December 2014: approximately 36%), approximately 35% of its outstanding bank and other loans was denominated in Hong Kong Dollars (31 December 2014: approximately 34%) and approximately 28% of its outstanding bank and other loans was denominated in United States Dollars (31 December 2014: approximately 30%). As at 30 June 2015, approximately 73% of the total amount of cash and cash equivalents of the Group was denominated in Renminbi (31 December 2014: approximately 70%), approximately 21% of its cash and cash equivalents was denominated in Hong Kong Dollars (31 December 2014: approximately 7%) and approximately 6% of its cash and cash equivalents was denominated in United States Dollars (31 December 2014: approximately 10%).

==> picture [420 x 35] intentionally omitted <==

Overseas Chinese Town (Asia) Holdings Limited 17 Interim Report 2015

Management Discussion and Analysis

The Group’s liquidity position remains stable and the Group possesses sufficient cash and available banking facilities to meet its commitments, working capital requirements and future investments for expansion. The Group’s transactions and monetary assets are principally denominated in Renminbi, Hong Kong Dollars or United States Dollars. The Group has not experienced any material difficulties or effects on its operations or liquidity as a result of fluctuations in currency exchange rates for the six months ended 30 June 2015. During the Period Under Review, the Group did not enter into any foreign exchange forward contracts and other material financial instruments for hedging foreign exchange risks purpose.

Contingent liabilities

The Group has no contingent liabilities as at 30 June 2015 (31 December 2014: Nil).

==> picture [420 x 35] intentionally omitted <==

18 Overseas Chinese Town (Asia) Holdings Limited Interim Report 2015

Management Discussion and Analysis

impOrtant events

subscription of shares in CdCt development

On 24 April 2015, Chengdu OCT successfully won the public tender for the subscription (the “Subscription”) of 25,000,000 shares of 成都文化旅遊發展股份有限公司 (Chengdu Culture & Tourism Development Company Limited) (“CDCT Development”) at the subscription price of RMB10.61 (equivalent to approximately HK$13.43) per share and the total consideration was RMB265,250,000 (equivalent to approximately HK$335,759,494), and the Subscription Shares represent approximately 33.33% of CDCT Development’s share capital as enlarged by the Subscription. The Group was of the view that as CDCT Development possessed quality assets and had great growth potential, the Subscription was an attractive opportunity to expand the Group’s investment portfolio and was expected to provide satisfactory return to the Group. The transaction was completed in June 2015, and Chengdu OCT acquired approximately 33.33% equity interest of CDCT Development’s shares. For further details, please refer to the announcement of the Company dated 24 April 2015.

==> picture [420 x 35] intentionally omitted <==

Overseas Chinese Town (Asia) Holdings Limited 19 Interim Report 2015

Directors’ Interests

As at 30 June 2015, interests and short positions in the ordinary shares of HK$0.10 each in the share capital of the Company (the “Shares”), underlying Shares and debentures of the Company and any of its associated corporations (within the meaning of Part XV of the Securities and Futures Ordinance (“SFO”)) held by the Directors and chief executives of the Company which have been notified to the Company and The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which were taken or deemed to have under such provisions of the SFO) or have been entered in the register maintained by the Company pursuant to section 352 of the SFO, or otherwise have been notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Companies set out in Appendix X of the Rules Governing the Listing of Securities (the “Listing Rules”) on the Stock Exchange (the “Model Code”) are as follows:

Long positions in underlying Shares of the Company

				Approximate
				% of issued
	Number of			share capital
	underlying		Nature of	of the
Name of Director	Shares	Capacity	interest	Company
Zhou Ping	160,000	Beneficial	Personal	0.025%
(“Mr. Zhou”)		owner
(Note 1)

==> picture [420 x 35] intentionally omitted <==

20 Overseas Chinese Town (Asia) Holdings Limited Interim Report 2015

Directors’ Interests

Note:

(1) Ms. Li Ning, the spouse of Mr. Zhou, held share options to subscribe for 160,000 Shares, Mr. Zhou is deemed, or taken to be, interested in the share options to subscribe for 160,000 Shares held by Ms. Li Ning.

Save as disclosed above, as at 30 June 2015, none of the Directors nor chief executives of the Company had any interests or short positions in the Shares, underlying Shares and 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.

==> picture [420 x 35] intentionally omitted <==

Overseas Chinese Town (Asia) Holdings Limited 21 Interim Report 2015

Interests and Short Positions of Substantial Shareholders and Other Persons

As at 30 June 2015, as far as is known to the Directors, the following persons (not being a Director or chief executive of the Company) had interests or short positions in the Shares or underlying Shares of the Company which fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO as recorded in the register required to be kept by the Company pursuant to section 336 of the SFO:

Long Position in Shares

			Approximate
Name of substantial		No. of	percentage of
shareholders	Capacity/Nature	Shares held	shareholding
Pacific Climax Limited	Beneficial owner	434,894,000	66.66%
(“Pacific Climax”)(note 1)		(long position)
Overseas Chinese Town	Interest of a controlled	434,894,000	66.66%
(HK) Company Limited	corporation_(note 2)_	(long position)
(“OCT (HK)”)	Beneficial owner	96,000,000	14.72%
		(long position)
Shenzhen Overseas Chinese	Interest of a controlled	530,894,000	81.38%
Town Company Limited	corporation_(note 3)_	(long position)
(“OCT Ltd.”)
Overseas Chinese Town	Interest of a controlled	530,894,000	81.38%
Enterprises Company	corporation_(note 4)_	(long position)
(“OCT Group”)
New China Life Insurance	Beneficial owner_(note 5)_	40,000,000	6.13%
Company Ltd.		(long position)
(“NC Life Insurance”)
China Re Asset Management	Beneficial owner_(note 5)_	40,000,000	6.13%
Co., Ltd (“CRAMC”)		(long position)

==> picture [420 x 35] intentionally omitted <==

Overseas Chinese Town (Asia) Holdings Limited Interim Report 2015

Interests and Short Positions of Substantial Shareholders and Other Persons

			Approximate
Name of substantial		No. of	percentage of
shareholders	Capacity/Nature	Shares held	shareholding
Others
UBS Group AG	Person having a security	3,200,000	0.49%
	interest in shares	(long position)
	(note 6)
	Interest of a controlled	49,274,000	7.55%
	corporation_(note 6)_	(long position)
		278,000	0.04%
		(short position)
UBS AG	Person having a security	3,200,000	0.49%
	interest in shares	(long position)
	(note 6)
	Interest of a controlled	48,996,000	7.51%
	corporation_(note 6)_	(long position)
	Beneficial owner_(note 6)_	278,000	0.04%
		(long position)
		278,000	0.04%
		(short position)

Notes:

(1) Ms. Xie Mei and Mr. Lin Kaihua, both being executive Directors, and Mr. Zhou Ping, being an non-executive Director, are also directors of Pacific Climax.
(2) OCT (HK) is the beneficial owner of all the issued share capital in Pacific Climax. Therefore, OCT (HK) is deemed, or taken to be interested in all the Shares beneficially held by Pacific Climax for the purpose of the SFO. Ms. Wang Xiaowen and Ms. Xie Mei, both being executive Directors, and Mr. Zhou Ping, being an non-executive Director, are also directors of OCT (HK).
(3) OCT Ltd. is the beneficial owner of all the issued share capital in OCT (HK), which is in turn the beneficial owner of all the issued share capital in Pacific Climax. Therefore, OCT Ltd. is deemed, or taken to be interested in all the Shares which are beneficially owned by OCT (HK) and Pacific Climax for the purpose of the SFO. OCT Ltd. is a company incorporated in the PRC, the shares of which are listed on the Shenzhen Stock Exchange. OCT Ltd. is a subsidiary of OCT Group.

==> picture [420 x 35] intentionally omitted <==

Overseas Chinese Town (Asia) Holdings Limited 23 Interim Report 2015

Interests and Short Positions of Substantial Shareholders and Other Persons

(4) OCT Group is the beneficial owner of 56.90% of the issued shares in OCT Ltd., which is the beneficial owner of all the issued shares in OCT (HK) and in turn, the beneficial owner of all the issued share capital in Pacific Climax. Therefore, OCT Group is deemed, or taken to be interested in all the Shares which are beneficially owned by OCT Ltd., OCT (HK) and Pacific Climax for the purpose of the SFO.
(5) On 24 July 2013, the Company allotted and issued 40,000,000 and 40,000,000 Convertible Preference Shares to NC Life Insurance and CRAMC respectively according to the preference shares subscription agreements entered into by the Company with each of NC Life Insurance and CRAMC on 6 June 2013. In addition, on 6 June 2013, OCT (HK) entered into a put option agreement with each of NC Life Insurance and CRAMC, pursuant to which, OCT (HK) grants to each of NC Life Insurance and CRAMC to require OCT (HK) to purchase from NC Life Insurance and CRAMC or Integrated Asset (as the case may be) (and any subsequent transferee of the Convertible Preference Shares) all (but not some only) of the outstanding Convertible Preference Shares legally and beneficially owned by NC Life Insurance or CRAMC (as the case may be) (and any subsequent transferee of the Convertible Preference Shares) from time to time during the 180 days commencing from the third anniversary of the date on which the Convertible Preference Shares would be allotted and issued by the Company to NC Life Insurance, CRAMC or Integrated Asset (as the case may be).
(6) The interests of UBS AG consist of the interests (long position) in 39,088,000 Shares, 5,756,000 Shares and 4,152,000 Shares and 278,000 Shares (total: 49,274,000 Shares) held by UBS Fund Services (Luxembourg) SA, UBS Global Asset Management (Hong Kong) Ltd, UBS Global Asset Management (Singapore) Ltd and UBS AG • UBS Fund services (Luxembourg) SA, UBS Global Asset Management (Hong Kong) Ltd and UBS Global Asset Management (Singapore) Ltd are wholly-owned by UBS AG while UBS AG is directly owned as to 98.02% by UBS Group AG, and the interests (short position) in 278,000 Shares held by UBS AG. UBS Group AG is also interested in 3,200,000 Shares (long position) in the capacity as a person having a security interest in the shares. Therefore UBS Group AG is deemed, or taken to be interested in the total of 52,474,000 Shares (long position) and 278,000 Shares (short position) for the purpose of the SFO.

Save as disclosed above, as at 30 June 2015, no other interests required to be recorded in the register kept under section 336 of the SFO have been notified to the Company.

==> picture [420 x 35] intentionally omitted <==

24 Overseas Chinese Town (Asia) Holdings Limited Interim Report 2015

Share Option Scheme

Under the ordinary resolution passed at the extraordinary general meeting on 15 February 2011, the Board adopted a new share option scheme (the “New Scheme”). The purpose of New Scheme is to attract and retain the best available personnel, to provide additional incentive to employees (full-time and part-time), directors, consultants and advisers of the Group and to promote the business development of the Group. The New Scheme shall be valid and effective for a period of ten years ending on 14 February 2021, unless terminated earlier by shareholders of the Company at general meeting.

The participants under the New Scheme include any employees (fulltime or part-time), directors, advisers and professional consultants of the Group or any of its members. The Directors are authorized to, at their absolute discretion and on such terms as they may think fit, propose any eligible persons under the New Scheme to accept the options. An offer for the grant of options must be accepted within 28 days inclusive of the day on which such offer was made. The amount payable by each grantee of an option to the Company on acceptance of the offer for the grant of an option is HK$1.00.

The subscription price of a Share in respect of any particular option granted under the New Scheme shall be a price solely determined by the Board and notified to a participant and shall be at least the higher of: (i) the closing price of the Shares as stated in the Stock Exchange’s daily quotations sheet on the date of grant of the options; (ii) the average of the closing prices of the Shares as stated in the Stock Exchange’s daily quotations sheets for the 5 business days immediately preceding the date of grant of the options; and (iii) the nominal value of the Shares on the date of grant of the options.

==> picture [420 x 35] intentionally omitted <==

Overseas Chinese Town (Asia) Holdings Limited 25 Interim Report 2015

Share Option Scheme

The Company shall be entitled to issue options, provided that the total number of Shares which may be issued upon exercise of all options to be granted under all of the New Scheme and any other share option schemes of the Company in total does not exceed 10% of the Shares in issue at the date of approval of the New Scheme. The Company may at any time refresh such limit, subject to the shareholders’ approval and the issuance of a circular in compliance with the Listing Rules, provided that the total number of Shares which may be issued upon exercise of all options granted and yet to be exercised under all of the New Scheme and other share option schemes of the Company does not exceed 30% of the Shares in issue at the time.

As at 30 June 2015, the total number of outstanding options available for issue under the New Scheme was 20,436,000 options, which represented approximately 3.13% of the issued share capital of the Company as at 30 June 2015. In addition, as at 30 June 2015, the total number of Shares available for issue under the options already granted under the New Scheme was 26,424,000 Shares, which represented approximately 4.05% of the issued share capital of the Company as at 30 June 2015. The total number of Shares issued and to be issued upon exercise of options granted to any grantee (including both exercised and outstanding options), in any 12-month period up to the date of grant shall not exceed 1% of the Shares then in issue.

An option may be exercised in accordance with the terms of the New Scheme at any time during a period as the Board may determine which shall not exceed ten years from the date of grant.

Under the terms of the New Scheme, 30,100,000 options were granted to certain eligible participants (including some Directors and employees) by the Company on 3 March 2011 with the exercise price of HK$4.04, and the amount payable for the grant of an option was HK$1.00. Details of the options granted under the New Scheme mentioned above are disclosed in the Company’s announcement dated 3 March 2011.

==> picture [420 x 35] intentionally omitted <==

Overseas Chinese Town (Asia) Holdings Limited Interim Report 2015

Share Option Scheme

The status of the share options granted up to 30 June 2015 is as follows:

Number of unlisted share options (physically settled equity derivatives)

									Share price	Share price
									of the	of the
									Company	Company
				Cancelled/					as at	as at
		Granted	Exercised	lapsed		Date of	Exercise	Exercise	the date	the date of
Name and	As at	during	during	during	As at	grant	period of	price of	of grant	exercise
category of	1 January	the	the	the	30 June	of share	share	share	of share	of share
participants	2015	period	period	period	2015	options	options	options*	options**	options***
								HK$	HK$	HK$
Director
Zhou Ping	160,000	–	–	–	160,000	3 March 2011****	3 March 2011 to	4.04	4.04	–
							2 March 2016
Other employees	29,540,000	–	2,576,000	700,000	26,264,000	3 March 2011****	3 March 2011 to	4.04	4.04	4.82
							2 March 2016
Total	29,700,000	–	2,576,000	700,000	26,424,000

The exercise price of the share options was subject to adjustment in the case of rights or bonus issues, or other similar changes in the Company’s share capital.
** The share price of the Company disclosed as at the date of the grant of the share options was the closing price as quoted on the Stock Exchange of the trading day immediately prior to the date of the grant of the share options.
*** The share price of the Company as at the date of the exercise of the share options was the weighted average closing price of the shares immediately before the dates on which the share options were exercised during the period.

==> picture [420 x 35] intentionally omitted <==

Overseas Chinese Town (Asia) Holdings Limited 27 Interim Report 2015

Share Option Scheme

**** The share options granted under the New Scheme shall be exercisable during the period from the date of acceptance of the offer of the grant (the “Date of Grant”) up to 5 years from the Date of Grant subject to the following vesting term:

Maximum percentage of share options
exercisable including the percentage	Period for exercise of the relevant
of share options previously exercised	percentage of the share options
30%	at any time after the expiry of 2 years from
	the Date of Grant up to 3 years from the
	Date of Grant
60%	at any time after the expiry of 3 years from
	the Date of Grant up to 4 years from the
	Date of Grant
100%	at any time after the expiry of 4 years from
	the Date of Grant up to 5 years from the
	Date of Grant

Apart from the foregoing, at no time during the review period prior to the date of this interim report was the Company, any of its holding companies, subsidiaries or fellow subsidiaries a party to any arrangement to enable the Directors of the Company to acquire benefits by means of the acquisition of shares in or debentures of the Company or any other body corporate.

==> picture [420 x 35] intentionally omitted <==

Overseas Chinese Town (Asia) Holdings Limited Interim Report 2015

Corporate Governance

For the six months ended 30 June 2015, the Company complied with all the applicable code provisions of the Corporate Governance Code as set out in Appendix 14 to the Listing Rules.

Securities Transactions by Directors

The Company has adopted the Model Code. The Board confirms that, having made specific enquiry of all Directors, the Directors have complied with the required standards set out in the Model Code and its own code of conduct regarding the Directors’ securities transactions.

Audit Committee

The audit committee of the Company and the management have reviewed the unaudited interim results announcement and the unaudited interim report of the Group for the six months ended 30 June 2015 and have discussed the internal control, accounting principles and practices adopted by the Group.

Purchase, Sale or Redemption of Shares

The Company or any of its subsidiaries has not redeemed any of its Shares during the six months ended 30 June 2015. During the same period, neither the Company nor any of its subsidiaries has purchased or sold any of the Shares.

By Order of the Board Wang Xiaowen Chairman

Hong Kong, 13 August 2015

==> picture [420 x 35] intentionally omitted <==

Overseas Chinese Town (Asia) Holdings Limited 29 Interim Report 2015

Interim Financial Report Condensed Consolidated Statement of Profit or Loss

For the six months ended 30 June 2015

Note Turnover 5 Cost of sales Gross profit Other revenue Other net expenses 6 Distribution costs Administrative expenses Other operating expenses Profit from operations Finance costs 7(a) Share of profits/(losses) of associates Profit before tax 7 Income tax expense 8 Profit for the period Attributable to: Owners of the Company Non-controlling interests Earnings per share (RMB) 9 Basic Diluted	Six months ended 30 June 2015 2014 RMB’000 RMB’000 (unaudited) (unaudited) 1,996,253 1,539,016 (1,415,318) (973,180) 580,935 565,836 19,154 31,002 (1,117) (12,197) (81,332) (99,128) (81,689) (63,888) (303) (281) 435,648 421,344 (113,087) (86,089) 75,295 (4,647) 397,856 330,608 (190,317) (217,152) 207,539 113,456 105,003 26,694 102,536 86,762 207,539 113,456 0.138 0.031 0.137 0.031

The notes on pages 35 to 52 form part of this interim financial report.

Overseas Chinese Town (Asia) Holdings Limited Interim Report 2015

Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income

For the six months ended 30 June 2015

Profit for the period Other comprehensive income for the period, net of tax: Items that may be reclassified to profit or loss: Exchange differences on translating foreign operations Total comprehensive income for the period Attributable to: Owners of the Company Non-controlling interests	Six months ended 30 June 2015 2014 RMB’000 RMB’000 (unaudited) (unaudited) 207,539 113,456 (7,068) (8,193) 200,471 105,263 97,935 18,501 102,536 86,762 200,471 105,263

The notes on pages 35 to 52 form part of this interim financial report.

Overseas Chinese Town (Asia) Holdings Limited 31 Interim Report 2015

Condensed Consolidated Statement of Financial Position At 30 June 2015

Note Non-current assets Fixed assets 10 – Investment property – Other property, plant and equipment – Interests in leasehold land held for own use Intangible assets Goodwill Investments in associates 11 Other financial assets Deferred tax assets Current assets Inventories 12 Trade and other receivables 13 Cash and cash equivalents 14 Current liabilities Trade and other payables 15 Receipts in advance Bank loans Related party loans Current tax liabilities Net current assets Total assets less current liabilities	At 30 June At 31 December 2015 2014 RMB’000 RMB’000 (unaudited) (audited) 768,494 526,138 1,246,174 1,491,336 647,582 657,756 846 684 223,476 223,476 496,156 155,611 4,320 4,320 133,610 122,047 3,520,658 3,181,368 14,699,049 13,699,310 1,117,424 1,213,414 2,841,251 3,763,918 18,657,724 18,676,642 2,144,573 2,365,622 1,144,964 720,281 830,118 477,835 1,302,722 1,301,393 476,970 644,725 5,899,347 5,509,856 12,758,377 13,166,786 16,279,035 16,348,154	At 30 June At 31 December 2015 2014 RMB’000 RMB’000 (unaudited) (audited) 768,494 526,138 1,246,174 1,491,336 647,582 657,756 846 684 223,476 223,476 496,156 155,611 4,320 4,320 133,610 122,047 3,520,658 3,181,368 14,699,049 13,699,310 1,117,424 1,213,414 2,841,251 3,763,918 18,657,724 18,676,642 2,144,573 2,365,622 1,144,964 720,281 830,118 477,835 1,302,722 1,301,393 476,970 644,725 5,899,347 5,509,856 12,758,377 13,166,786 16,279,035 16,348,154
		526,138 1,491,336 657,756 684 223,476 155,611 4,320 122,047
		3,181,368
		13,699,310 1,213,414 3,763,918
		18,676,642
		2,365,622 720,281 477,835 1,301,393 644,725
		5,509,856
		13,166,786
		16,348,154

Overseas Chinese Town (Asia) Holdings Limited Interim Report 2015

Condensed Consolidated Statement of Financial Position

At 30 June 2015

Note Non-current liabilities Bank and other loans Related party loans Deferred tax liabilities NET ASSETS CAPITAL AND RESERVES Share capital Reserves 16 Equity attributable to owners of the Company Non-controlling interests TOTAL EQUITY	At 30 June At 31 December 2015 2014 RMB’000 RMB’000 (unaudited) (audited) 2,945,873 3,044,400 6,582,225 6,661,154 254,149 258,937 9,782,247 9,964,491 6,496,788 6,383,663 67,337 67,134 2,939,309 2,930,923 3,006,646 2,998,057 3,490,142 3,385,606 6,496,788 6,383,663	At 30 June At 31 December 2015 2014 RMB’000 RMB’000 (unaudited) (audited) 2,945,873 3,044,400 6,582,225 6,661,154 254,149 258,937 9,782,247 9,964,491 6,496,788 6,383,663 67,337 67,134 2,939,309 2,930,923 3,006,646 2,998,057 3,490,142 3,385,606 6,496,788 6,383,663
		3,044,400 6,661,154 258,937
		9,964,491
		6,383,663
		67,134 2,930,923
		2,998,057 3,385,606
		6,383,663

The notes on pages 35 to 52 form part of this interim financial report.

Overseas Chinese Town (Asia) Holdings Limited 33 Interim Report 2015

Condensed Consolidated Statement of Changes in Equity

For the six months ended 30 June 2015

Note At 1 January 2014 Total comprehensive income for the period Transfer Equity settled share-based transactions 16(c) Dividend approved and paid in respect of previous year 16(a) Changes in equity for the six months ended 30 June 2014 At 30 June 2014 At 1 January 2015 Total comprehensive income for the period Equity settled share-based transactions 16(c) Dividend approved and paid in respect of previous year 16(a) Capital injection of a subsidiary Issue of shares on exercise of share options Changes in equity for the six months ended 30 June 2015 At 30 June 2015	(unaudited)
	Attributable to owners of the Company Share capital Share premium Contributed surplus Merger reserve surplus Capital reserve Exchange reserve General reserve fund Enterprise expansion fund Retained profits Total Non- controlling interests Total equity RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 67,134 1,488,117 147,711 24,757 48,974 33,733 176,183 5,366 751,543 2,743,518 3,366,777 6,110,295 – – – – – (8,193) – – 26,694 18,501 86,762 105,263 – (1,460,000) – – – – – – 1,460,000 – – – – – – – 2,189 – – – – 2,189 – 2,189 – – – – – – – – (47,986) (47,986) – (47,986) – (1,460,000) – – 2,189 (8,193) – – 1,438,708 (27,296) 86,762 59,466 67,134 28,117 147,711 24,757 51,163 25,540 176,183 5,366 2,190,251 2,716,222 3,453,539 6,169,761 67,134 28,117 147,711 24,757 53,354 5,850 235,593 5,366 2,430,175 2,998,057 3,385,606 6,383,663 – – – – – (7,068) – – 105,003 97,935 102,536 200,471 – – – – 322 – – – – 322 – 322 – – – – – – – – (97,877) (97,877) – (97,877) – – – – – – – – – – 2,000 2,000 203 8,767 – – (761) – – – – 8,209 – 8,209 203 8,767 – – (439) (7,068) – – 7,126 8,589 104,536 113,125 67,337 36,884 147,711 24,757 52,915 (1,218) 235,593 5,366 2,437,301 3,006,646 3,490,142 6,496,788

Note
At 1 January 2014
Total comprehensive income
for the period
Transfer
Equity settled share-based transactions
16(c)
Dividend approved and paid in
respect of previous year
16(a)
Changes in equity for the
six months ended 30 June 2014
At 30 June 2014
At 1 January 2015
Total comprehensive income
for the period
Equity settled share-based transactions
16(c)
Dividend approved and paid in respect
of previous year
16(a)
Capital injection of a subsidiary
Issue of shares on exercise of
share options
Changes in equity for the
six months ended 30 June 2015
At 30 June 2015

(unaudited)

Attributable to owners of the Company
Share
capital
Share
premium
Contributed
surplus
Merger
reserve
surplus
Capital
reserve
Exchange
reserve
General
reserve
fund
Enterprise
expansion
fund
Retained
profits
Total
Non-
controlling
interests
Total
equity
RMB’000
RMB’000
RMB’000
RMB’000
RMB’000
RMB’000
RMB’000
RMB’000
RMB’000
RMB’000
RMB’000
RMB’000
67,134
1,488,117
147,711
24,757
48,974
33,733
176,183
5,366
751,543
2,743,518
3,366,777
6,110,295
–
–
–
–
–
(8,193)
–
–
26,694
18,501
86,762
105,263
–
(1,460,000)
–
–
–
–
–
–
1,460,000
–
–
–
–
–
–
–
2,189
–
–
–
–
2,189
–
2,189
–
–
–
–
–
–
–
–
(47,986)
(47,986)
–
(47,986)
–
(1,460,000)
–
–
2,189
(8,193)
–
–
1,438,708
(27,296)
86,762
59,466
67,134
28,117
147,711
24,757
51,163
25,540
176,183
5,366
2,190,251
2,716,222
3,453,539
6,169,761
67,134
28,117
147,711
24,757
53,354
5,850
235,593
5,366
2,430,175
2,998,057
3,385,606
6,383,663
–
–
–
–
–
(7,068)
–
–
105,003
97,935
102,536
200,471
–
–
–
–
322
–
–
–
–
322
–
322
–
–
–
–
–
–
–
–
(97,877)
(97,877)
–
(97,877)
–
–
–
–
–
–
–
–
–
–
2,000
2,000
203
8,767
–
–
(761)
–
–
–
–
8,209
–
8,209
203
8,767
–
–
(439)
(7,068)
–
–
7,126
8,589
104,536
113,125
67,337
36,884
147,711
24,757
52,915
(1,218)
235,593
5,366
2,437,301
3,006,646
3,490,142
6,496,788

Overseas Chinese Town (Asia) Holdings Limited Interim Report 2015

Condensed Consolidated Statement of Cash Flows

For the six months ended 30 June 2015

Note Cash generated from operations Tax paid Net cash used in operating activities Net cash used in investing activities Net cash (used in)/generated from financing activities Net decrease in cash and cash equivalents Cash and cash equivalents at 1 January Effect of foreign exchange rate changes Cash and cash equivalents at 30 June 14	Six months ended 30 June 2015 2014 RMB’000 RMB’000 (unaudited) (unaudited) 241,251 268,633 (506,004) (530,817) (264,753) (262,184) (563,378) (121,911) (92,444) 140,279 (920,575) (243,816) 3,763,918 1,711,357 (2,092) (458) 2,841,251 1,467,083

Overseas Chinese Town (Asia) Holdings Limited 35 Interim Report 2015

Notes to the Condensed Financial Statements For the six months ended 30 June 2015

1. BASIS OF PREPARATION

The interim financial report has been prepared in accordance with Hong Kong Accounting Standard (“HKAS”) 34 “Interim Financial Reporting”, issued by the Hong Kong Institute of Certified Public Accountants (“HKICPA”) and the applicable disclosures required by the Rules Governing the Listing of Securities (the “Listing Rules”) on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”). It was authorised for issue on 13 August 2015.

The preparation of an interim financial report in conformity with HKAS 34 requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses on a year to date basis. Actual results may differ from these estimates.

The interim financial report contains condensed consolidated financial statements and selected explanatory notes. The condensed consolidated financial statements for the six months ended 30 June 2015 comprise Overseas Chinese Town (Asia) Holdings Limited (the “Company”) and its subsidiaries (collectively referred to as the “Group”) and the Group’s investments in associates. The notes include an explanation of events and transactions that are significant to an understanding of the changes in financial position and performance of the Group since the 2014 annual financial statements. The condensed consolidated financial statements and notes thereon do not include all of the information required for full set of financial statements prepared in accordance with Hong Kong Financial Reporting Standards (“HKFRSs”) issued by the HKICPA. HKFRSs includes all Hong Kong Financial Reporting Standards, Hong Kong Accounting Standards and Interpretations.

The interim financial report has been prepared in accordance with the same accounting policies adopted in the 2014 annual financial statements.

The interim financial report is unaudited and not reviewed by the auditor, but has been reviewed by the Audit Committee of the Company.

36 Overseas Chinese Town (Asia) Holdings Limited Interim Report 2015

Notes to the Condensed Financial Statements

For the six months ended 30 June 2015

2. ADOPTION OF NEW AND REVISED HONG KONG FINANCIAL REPORTING STANDARDS

In the current period, the Group has adopted all the new and revised HKFRSs issued by the HKICPA that are relevant to its operations and effective for its accounting year beginning on 1 January 2015. The adoption of these new and revised HKFRSs did not result in significant changes to the Group’s accounting policies, presentation of the Group’s financial statements and the amounts reported for the current period and prior years.

The Group has not applied the new HKFRSs that have been issued but are not yet effective. The Group has already commenced an assessment of the impact of these new HKFRSs but is not yet in a position to state whether these new HKFRSs would have a material impact on its results of operations and financial position. The Group does not plan to adopt these standards prior to their mandatory effective date.

3. FAIR VALUE MEASUREMENTS

Except for other financial assets, the carrying amounts of the Group’s financial assets and financial liabilities as reflected in the condensed consolidated statement of financial position approximate their respective fair values.

4. SEGMENT REPORTING

(a) Information about reportable segments

Six months ended 30 June (unaudited) Revenue from external customers Inter-segment revenue Reportable segment revenue Reportable segment net profit attributable to owners of the Company	Comprehensive development business 2015 2014 RMB’000 RMB’000 1,584,380 1,135,313 – – 1,584,380 1,135,313 94,568 17,197	Paper packaging business 2015 2014 RMB’000 RMB’000 411,873 403,703 – – 411,873 403,703 10,435 9,497	Total 2015 2014 RMB’000 RMB’000 1,996,253 1,539,016 – – 1,996,253 1,539,016 105,003 26,694	Total 2015 2014 RMB’000 RMB’000 1,996,253 1,539,016 – – 1,996,253 1,539,016 105,003 26,694
				1,539,016 –
				1,539,016
				26,694

Overseas Chinese Town (Asia) Holdings Limited 37 Interim Report 2015

Notes to the Condensed Financial Statements For the six months ended 30 June 2015

4. SEGMENT REPORTING (continued)

(b) Reconciliations of reportable segment profit or loss

Profit Reportable segment profit attributable to owners of the Company Elimination of inter-segment profits Reportable segment profit derived from Group’s external customers Consolidated net profit attributable to owners of the Company	Six months ended 30 June 2015 2014 RMB’000 RMB’000 (unaudited) (unaudited) 105,003 26,694 – – 105,003 26,694 105,003 26,694	Six months ended 30 June 2015 2014 RMB’000 RMB’000 (unaudited) (unaudited) 105,003 26,694 – – 105,003 26,694 105,003 26,694
		26,694 –
		26,694
		26,694

5. TURNOVER

The principal activities of the Group are comprehensive development and paper packaging business.

Turnover represents the sales value of goods or services supplied to customers (net of value-added tax and business tax), including the sales of properties, rental income from investment properties, ticket sales from theme park and sales of paper carton and products.

Comprehensive development business Paper packaging business	Six months ended 30 June 2015 2014 RMB’000 RMB’000 (unaudited) (unaudited) 1,584,380 1,135,313 411,873 403,703 1,996,253 1,539,016	Six months ended 30 June 2015 2014 RMB’000 RMB’000 (unaudited) (unaudited) 1,584,380 1,135,313 411,873 403,703 1,996,253 1,539,016
		1,135,313 403,703
		1,539,016

Overseas Chinese Town (Asia) Holdings Limited Interim Report 2015

Notes to the Condensed Financial Statements For the six months ended 30 June 2015

6. OTHER NET EXPENSES

OTHER NET EXPENSES
Net loss on disposal of fixed assets Exchange loss Others	Six months ended 30 June 2015 2014 RMB’000 RMB’000 (unaudited) (unaudited) – (8) (2,416) (14,328) 1,299 2,139 (1,117) (12,197)
		(8) (14,328) 2,139
		(12,197)

7. PROFIT BEFORE TAX

The Group’s profit before tax is arrived at after charging/(crediting):

(a) Finance costs: Interest on bank and other loans Interest on related party loans Total borrowing costs wholly repayable within five years Amount capitalised (b) Other items: Interest income Amortisation Depreciation Impairment losses on trade and other receivables Net reversal of write-off of inventories Rentals receivable from investment properties less direct outgoings RMB12,578,000 (Six months ended 30 June 2014: RMB25,503,000)	Six months ended 30 June 2015 2014 RMB’000 RMB’000 (unaudited) (unaudited) 77,671 28,177 249,529 248,404 327,200 276,581 (214,113) (190,492) 113,087 86,089 (19,123) (30,978) 105 97 83,982 85,461 399 97 (82) (166) (11,714) (8,617)	Six months ended 30 June 2015 2014 RMB’000 RMB’000 (unaudited) (unaudited) 77,671 28,177 249,529 248,404 327,200 276,581 (214,113) (190,492) 113,087 86,089 (19,123) (30,978) 105 97 83,982 85,461 399 97 (82) (166) (11,714) (8,617)
		28,177 248,404
		276,581 (190,492)
		86,089
		(30,978) 97 85,461 97 (166) (8,617)

Overseas Chinese Town (Asia) Holdings Limited 39 Interim Report 2015

Notes to the Condensed Financial Statements For the six months ended 30 June 2015

8. INCOME TAX EXPENSE

INCOME TAX EXPENSE
Current tax – People’s Republic of China (“PRC”) Corporate Income Tax – PRC Land Appreciation Tax Deferred tax Origination and reversal of temporary differences	Six months ended 30 June 2015 2014 RMB’000 RMB’000 (unaudited) (unaudited) 94,284 103,988 112,384 157,663 206,668 261,651 (16,351) (44,499) 190,317 217,152
		103,988 157,663
		261,651
		(44,499)
		217,152

(i) Corporate Income Tax

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 period (six months ended 30 June 2014: Nil).

No provision for Hong Kong Profits Tax has been made as the Group did not have any assessable profits subject to Hong Kong Profits Tax during the period (six months ended 30 June 2014: Nil).

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% (six months ended 30 June 2014: 25%).

Additionally, a 10% withholding tax is levied on dividends declared to foreign investors from the PRC effective from 1 January 2008. A lower withholding tax rate may be applied if there is a tax treaty arrangement between the PRC and jurisdiction of the foreign investors. According 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 to Hong Kong holding companies are subject to 5% withholding income tax from 1 January 2008 and onwards.

40 Overseas Chinese Town (Asia) Holdings Limited Interim Report 2015

Notes to the Condensed Financial Statements

For the six months ended 30 June 2015

8. INCOME TAX EXPENSE (continued)

(ii) PRC Land Appreciation Tax

PRC Land Appreciation Tax (“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.

9. EARNINGS PER SHARE

The calculation of the basic and diluted earnings per share is based on the following:

Earnings Profit attributable to owners of the Company Less: Convertible preference shares dividends paid Earnings for the purpose of calculating basic earnings per share Number of shares Weighted average number of ordinary shares for the purpose of calculating basic earnings per share Effect of dilutive potential ordinary shares arising from share options Weighted average number of ordinary shares for the purpose of calculating diluted earnings per share	Six months ended 30 June 2015 2014 RMB’000 RMB’000 (unaudited) (unaudited) 105,003 26,694 (15,367) (6,795) 89,636 19,899 Six months ended 30 June 2015 2014 (unaudited) (unaudited) 650,336,000 649,790,000 1,761,000 – 652,097,000 649,790,000	Six months ended 30 June 2015 2014 RMB’000 RMB’000 (unaudited) (unaudited) 105,003 26,694 (15,367) (6,795) 89,636 19,899 Six months ended 30 June 2015 2014 (unaudited) (unaudited) 650,336,000 649,790,000 1,761,000 – 652,097,000 649,790,000
		649,790,000 –
		649,790,000

As the conversion of the Company’s convertible preference shares would be antidilutive, there was no dilutive potential ordinary shares for the Company’s convertible preference shares during the six months ended 30 June 2015 and 2014.

Overseas Chinese Town (Asia) Holdings Limited 41 Interim Report 2015

Notes to the Condensed Financial Statements For the six months ended 30 June 2015

10. FIXED ASSETS

Acquisitions and disposals

During the six months ended 30 June 2015, the Group acquired items of fixed assets with a cost of RMB584,495,000 (six months ended 30 June 2014: RMB20,165,000) and transferred items of fixed assets to inventory with a cost of RMB513,557,000 (six months ended 30 June 2014: RMBNil).

Fixed assets with carrying value of RMBNil were disposed during the six months ended 30 June 2015 (six months ended 30 June 2014: RMB4,504,000), resulting in a loss on disposal of RMBNil (six months ended 30 June 2014: RMB8,000).

11. INVESTMENTS IN ASSOCIATES

INVESTMENTS IN ASSOCIATES
Xi’an OCT Investment Ltd. (西安華僑城實業有限公司) Beijing Guangying Residential Property Development Limited (北京廣盈房地產開發有限公司) Chengdu Culture & Tourism Development Company Limited (成都文化旅遊發展股份有限公司)	At 30 June 2015 RMB’000 (unaudited) 138,250 94,518 263,388 496,156	At 31 December 2014 RMB’000 (audited)
		135,315 20,296 –
		155,611

12. INVENTORIES

During the six months ended 30 June 2015, there was a write-down of inventories of RMB337,000 and reversal of RMB419,000 in profit or loss (six months ended 30 June 2014: RMB259,000 was written down and RMB425,000 was reversed). The reversal arose due to changes in the estimated net realisable value of certain paper cartons as a result of changes in customer preference.

42 Overseas Chinese Town (Asia) Holdings Limited Interim Report 2015

Notes to the Condensed Financial Statements

For the six months ended 30 June 2015

13. TRADE AND OTHER RECEIVABLES

Included in trade and other receivables are trade debtors and bills receivables (net of allowance of doubtful debts) with the following ageing analysis as of the end of the reporting period:

Current Less than 3 months past due 3 to 12 months past due More than 12 months past due	At 30 June 2015 RMB’000 (unaudited) 265,457 10,040 112 1 275,610	At 31 December 2014 RMB’000 (audited)
		261,760 14,864 4,560 289
		281,473

The Group normally allows a credit period ranging from 30 days to 90 days to its customers from the date of billing. Subject to negotiation, extended credit terms are available for certain customers with established trading records.

14. CASH AND CASH EQUIVALENTS

CASH AND CASH EQUIVALENTS
Cash at banks and in hand Cash at banks restricted for secure the issuance of bills payable	At 30 June 2015 RMB’000 (unaudited) 2,841,021 230 2,841,251	At 31 December 2014 RMB’000 (audited)
		3,700,702 63,216
		3,763,918

15. TRADE AND OTHER PAYABLES

Included in trade and other payables are trade creditors and bills payable with the following ageing analysis as of the end of the reporting period:

Due within 3 months or on demand Over 3 months but less than 12 months	At 30 June 2015 RMB’000 (unaudited) 677,839 156 677,995	At 31 December 2014 RMB’000 (audited)
		811,996 –
		811,996

Overseas Chinese Town (Asia) Holdings Limited 43 Interim Report 2015

Notes to the Condensed Financial Statements For the six months ended 30 June 2015

16. RESERVES AND DIVIDENDS

(a) Dividends

Dividends attributable to the previous financial year, approved and paid during the interim period:

Final dividend in respect of the financial year ended 31 December 2014, approved and paid during the interim period, of HK16.00 cents per ordinary share (equivalent RMB12.65 cents per ordinary share) (year ended 31 December 2013: HK8.00 cents per ordinary share (equivalent RMB6.34 cents per ordinary share)) Final dividend in respect of the financial year ended 31 December 2014, approved and paid during the interim period, of HK20.25 cents per convertible preference share (equivalent RMB16.01 cents per convertible preference share) (year ended 31 December 2013: HK8.93 cents per convertible preference share (equivalent RMB7.08 cents per convertible preference share))	Six months ended 30 June 2015 2014 RMB’000 RMB’000 (unaudited) (unaudited) 82,510 41,191 15,367 6,795 97,877 47,986	Six months ended 30 June 2015 2014 RMB’000 RMB’000 (unaudited) (unaudited) 82,510 41,191 15,367 6,795 97,877 47,986
		41,191 6,795
		47,986

The directors do not propose the payment of an interim dividend for the six months ended 30 June 2015 (six months ended 30 June 2014: Nil).

44 Overseas Chinese Town (Asia) Holdings Limited Interim Report 2015

Notes to the Condensed Financial Statements

For the six months ended 30 June 2015

16. RESERVES AND DIVIDENDS (continued)

(b) Transfer to reserve

There was no transfer to reserve for the six months ended 30 June 2015.

Transfers from retained earnings to general reserve fund were made in accordance with the relevant PRC rules and regulations and the articles of association of the Company’s subsidiaries incorporated in the PRC and were approved by the respective boards of directors.

The subsidiaries in the PRC are required to transfer 10% of their net profits, as determined in accordance with the PRC accounting rules and regulations, to general reserve fund until the reserve balance reaches 50% of the registered capital. The transfer to this fund must be made before distribution of dividends to the equity holders.

General reserve fund can be used to make good previous years’ losses, if any, and may be converted into paid up capital provided that the balance of the general reserve fund after such conversion is not less than 25% of the registered capital.

(c) Equity settled share-based transactions

On 3 March 2011, 2,700,000 and 27,400,000 share options were granted to directors and employees of the Group respectively under the share option scheme adopted by the Company on 15 February 2011. Each option gives the holder the right to subscribe for one ordinary share of HK$0.1 each of the Company which will be settled by physical delivery of shares. The share options shall be exercisable during a period of 5 years from the date of acceptance of the offer of the grant up to 5 years from the date of grant subject to the following vesting terms. The exercise price of the options granted on 3 March 2011 is HK$4.04.

Maximum percentage of share options exercisable including the percentage of share options previously exercised 30% 60% 100%	Period for exercise of the relevant percentage of the share options
	at any time after the expiry of 2 years from the date of grant up to 3 years from the date of grant at any time after the expiry of 3 years from the date of grant up to 4 years from the date of grant at any time after the expiry of 4 years from the date of grant up to 5 years from the date of grant

Overseas Chinese Town (Asia) Holdings Limited 45 Interim Report 2015

Notes to the Condensed Financial Statements

For the six months ended 30 June 2015

16. RESERVES AND DIVIDENDS (continued)

(c) Equity settled share-based transactions (continued)

The number and weighted average exercise prices of share options are follows:

Outstanding at 1 January Exercise during the period Lapsed during the period Outstanding at 30 June	2015 Weighted average exercise price per share Number of options HK$ ’000 4.04 29,700 4.04 (2,576) 4.04 (700) 4.04 26,424	2014 Weighted average exercise price per share Number of options HK$ ’000 4.04 29,700 – – – – 4.04 29,700	2014 Weighted average exercise price per share Number of options HK$ ’000 4.04 29,700 – – – – 4.04 29,700
			29,700 – –
			29,700

The total expense recognised for the six months ended 30 June 2015 arising from the share options granted on 3 March 2011 was RMB322,000 (six months ended 30 June 2014: RMB2,189,000).

17. CAPITAL AND OTHER COMMITMENTS OUTSTANDING NOT PROVIDED FOR IN THE INTERIM FINANCIAL REPORT

Contracted for Authorised but not contracted for	At 30 June 2015 RMB’000 (unaudited) 1,124,014 1,178,640 2,302,654	At 31 December 2014 RMB’000 (audited)
		1,295,256 2,305,283
		3,600,539

The capital and other commitments in 2015 and 2014 mainly represented the commitments in connection with the planned development projects of Chengdu Tianfu OCT Industry Development Company Limited (成都天府華僑城實業發展有限公司) and Overseas Chinese Town (Shanghai) Land Company Limited (華僑城（上海）置地有限公司).

46 Overseas Chinese Town (Asia) Holdings Limited Interim Report 2015

Notes to the Condensed Financial Statements For the six months ended 30 June 2015

18. MATERIAL RELATED PARTY TRANSACTIONS

(a) Transactions with other state-controlled entities:

The Company is a state-controlled entity and operates in an economic regime currently dominated by entities directly or indirectly controlled by the PRC government (“state-controlled entities”) through its government authorities, agencies, affiliations and other organisations, collectively referred to as government related entities.

Other than those disclosed in note 18(b), transactions with other statecontrolled entities include but are not limited to the following:

Purchase of services;
Utility supplies; and
Financial services arrangement.

These transactions are conducted in the ordinary course of the Group’s business on terms comparable to those with other entities that are not state-controlled. The Group has established its buying, pricing strategy and approval process for purchases and sales of products and services. Such buying, pricing strategy and approval processes do not depend on whether the counterparties are state controlled entities or not.

Having considered the potential for transactions to be impacted by related party relationships, the Group’s pricing strategy, buying and approval processes, and what information would be necessary for an understanding of the potential effect of the relationship on the financial statements, the directors are of the opinion that the following transactions with other statecontrolled entities require disclosure:

(i) Transactions and balances with other state-controlled banks in the PRC:

Interest income Interest expenses Cash at banks Bank loans	Six months ended 30 June 2015 2014 RMB’000 RMB’000 (unaudited) (unaudited) 2,470 4,302 17,699 14,882 At 30 June At 31 December 2015 2014 RMB’000 RMB’000 (unaudited) (audited) 1,961,669 1,304,837 599,990 348,350	Six months ended 30 June 2015 2014 RMB’000 RMB’000 (unaudited) (unaudited) 2,470 4,302 17,699 14,882 At 30 June At 31 December 2015 2014 RMB’000 RMB’000 (unaudited) (audited) 1,961,669 1,304,837 599,990 348,350
		4,302 14,882
		At 31 December 2014 RMB’000 (audited)
		1,304,837 348,350

Overseas Chinese Town (Asia) Holdings Limited 47 Interim Report 2015

Notes to the Condensed Financial Statements For the six months ended 30 June 2015

18. MATERIAL RELATED PARTY TRANSACTIONS (continued)

(a) Transactions with other state-controlled entities: (continued)
(ii) Transactions and balances with other state-controlled entities in the PRC:

Purchase of services Trade and other payables	Six months ended 30 June 2015 2014 RMB’000 RMB’000 (unaudited) (unaudited) 164,194 68,896 At 30 June At 31 December 2015 2014 RMB’000 RMB’000 (unaudited) (audited) 13,198 14,321	Six months ended 30 June 2015 2014 RMB’000 RMB’000 (unaudited) (unaudited) 164,194 68,896 At 30 June At 31 December 2015 2014 RMB’000 RMB’000 (unaudited) (audited) 13,198 14,321
		68,896
		At 31 December 2014 RMB’000 (audited)
		14,321

For the six months ended 30 June 2015 and 2014, the Group’s significant transactions with other state-controlled entities being purchases of services for the development of comprehensive development business.

Overseas Chinese Town (Asia) Holdings Limited Interim Report 2015

Notes to the Condensed Financial Statements

For the six months ended 30 June 2015

18. MATERIAL RELATED PARTY TRANSACTIONS (continued)

(b) The Group has a related party relationship with the following parties:

Name of party Overseas Chinese Town Enterprises Corporation (“OCT Group”) Shenzhen Overseas Chinese Town Company Limited Overseas Chinese Town (HK) Company Limited Konka Group Company Limited, its subsidiaries and associates Shenzhen Overseas Chinese Town Water and Electricity Co., Ltd. Shenzhen Overseas Chinese Town Property Management Co., Ltd. Shenzhen Overseas Chinese Town City Inn Co., Ltd. Shenzhen Overseas Chinese Town International Media and Performance Co., Ltd. Overseas Chinese Town Culture Tourism and Technology Co., Ltd Shenzhen OCT Hake Culture Company Limited Shenzhen Overseas Chinese Town Entertainment Investment Company Limited	Relationship with the Group
	Ultimate parent Intermediate parent Intermediate parent Fellow subsidiary Fellow subsidiary Fellow subsidiary Fellow subsidiary Fellow subsidiary Fellow subsidiary Fellow subsidiary Fellow subsidiary

Name of party
Overseas Chinese Town Enterprises Corporation
(“OCT Group”)
Shenzhen Overseas Chinese Town Company Limited
Overseas Chinese Town (HK) Company Limited
Konka Group Company Limited, its subsidiaries and
associates
Shenzhen Overseas Chinese Town Water and
Electricity Co., Ltd.
Shenzhen Overseas Chinese Town Property
Management Co., Ltd.
Shenzhen Overseas Chinese Town City Inn Co., Ltd.
Shenzhen Overseas Chinese Town International
Media and Performance Co., Ltd.
Overseas Chinese Town Culture Tourism and
Technology Co., Ltd
Shenzhen OCT Hake Culture Company Limited
Shenzhen Overseas Chinese Town Entertainment
Investment Company Limited

Relationship
with the Group

Ultimate parent
Intermediate parent
Intermediate parent
Fellow subsidiary
Fellow subsidiary
Fellow subsidiary
Fellow subsidiary
Fellow subsidiary
Fellow subsidiary
Fellow subsidiary
Fellow subsidiary

Overseas Chinese Town (Asia) Holdings Limited 49 Interim Report 2015

Notes to the Condensed Financial Statements For the six months ended 30 June 2015

18. MATERIAL RELATED PARTY TRANSACTIONS (continued)

(b) The Group has a related party relationship with the following parties: (continued)

Recurring transactions

Recurring transactions
Sales of goods to: OCT Group, its subsidiaries and associates Purchase of goods from: OCT Group, its subsidiaries and associates Interest expenses and related charges paid to: OCT Group, its subsidiaries and associates Rental received from: OCT Group, its subsidiaries and associates Rental paid to: OCT Group, its subsidiaries and associates Utility expenses paid to: OCT Group, its subsidiaries and associates Purchase of service from: OCT Group, its subsidiaries and associates Purchase of entertainment facilities and services from: OCT Group, its subsidiaries and associates	Six months ended 30 June 2015 2014 RMB’000 RMB’000 (unaudited) (unaudited) 23,924 29,535 – 42 230,648 248,404 1,184 1,001 815 – – 477 16,622 3,742 – 500
		29,535
		42
		248,404
		1,001
		–
		477
		3,742
		500

Overseas Chinese Town (Asia) Holdings Limited Interim Report 2015

Notes to the Condensed Financial Statements

For the six months ended 30 June 2015

18. MATERIAL RELATED PARTY TRANSACTIONS (continued)

(b) The Group has a related party relationship with the following parties: (continued)

Recurring transactions (continued)

The directors of the Company are of the opinion that those transactions with related parties were conducted in the ordinary course of business, on normal commercial terms and in accordance with the agreements governing such transactions.

Balance with related parties

Amounts due from/(to) related parties are as follows:

Notes Trade receivables from fellow subsidiaries (i) Trade payables to fellow subsidiaries (ii) Other receivables from an associate (iii) Other receivables from an intermediate parent and fellow subsidiaries (iii) Other payables to intermediate parents and fellow subsidiaries (iii) Loans from fellow subsidiaries (iv) Loans from intermediate parents (v)	At 30 June 2015 RMB’000 (unaudited) 12,414 (2,257) 30,167 4,826 (371,792) (5,580,700) (2,304,247)	At 31 December 2014 RMB’000 (audited) 12,350 (7,465) 191,696 5,845 (454,015) (5,580,700) (2,381,847)

Overseas Chinese Town (Asia) Holdings Limited 51 Interim Report 2015

Notes to the Condensed Financial Statements

For the six months ended 30 June 2015

18. MATERIAL RELATED PARTY TRANSACTIONS (continued)

(b) The Group has a related party relationship with the following parties: (continued)

Balance with related parties (continued)

Notes:

(i) The trade receivable balances are unsecured, non-interest bearing and are expected to be recovered within six months. These refer to receivables in respect of sales of paper cartons and paper boxes to related parties.
(ii) The trade payable balances are unsecured, non-interest bearing and are expected to be settled within three months. These refer to payables in respect of purchases of raw material from related parties.
(iii) Other receivables and payables from/to intermediate parents and fellow subsidiaries are unsecured, non-interest bearing, and repayable on demand. Other receivable from an associate is unsecured, interest bearing at the latest benchmark rate for one-year loan promulgated by the People’s Bank of China and repayable on demand.
(iv) Loans from fellow subsidiaries of RMB5,580,700,000 is bearing an interest at 6.25%.
(v) Loans from intermediate parents of RMB900,000,000 is bearing an interest at 3.62%, HK$425,000,000 is bearing at 5.743%, USD17,140,000 is bearing at 4.0%, HK$331,132,000 is bearing at 4.0% and RMB600,000,000 is bearing at 6.0%.

52 Overseas Chinese Town (Asia) Holdings Limited Interim Report 2015

Notes to the Condensed Financial Statements For the six months ended 30 June 2015

18. MATERIAL RELATED PARTY TRANSACTIONS (continued)

(c) Key management personnel compensations

Key management personnel receive compensations in the form of fees, salaries, housing and other allowances, benefits in kind, discretionary bonuses, share options and retirement scheme contribution.

Total compensation of the Group received by key management personnel, including amounts paid to the Company’s directors and certain of the highest paid employees, is summarised as follows:

Short-term employee benefits Post employment benefits	Six months ended 30 June 2015 2014 RMB’000 RMB’000 (unaudited) (unaudited) 1,952 1,157 202 188 2,154 1,345	Six months ended 30 June 2015 2014 RMB’000 RMB’000 (unaudited) (unaudited) 1,952 1,157 202 188 2,154 1,345
		1,157 188
		1,345

(d) Employee retirement benefits

Pursuant to the relevant labour rules and regulations in the PRC, the Group participates in defined contribution retirement benefit schemes (the “Schemes”) organised by the relevant local government authorities in Shenzhen, Zhongshan, Shanghai, Anhui, Huizhou, Chengdu, Chongqing and Suzhou whereby the Group is required to make contributions to the Schemes at a rate ranging from 11% to 22% of the eligible employees’ salaries. The local government authorities are responsible for the entire pension obligations payable to the retired employees.

The Group also operates a Mandatory Provident Fund Scheme (the “MPF scheme”) under the Hong Kong Mandatory Provident Fund Schemes Ordinance for employees employed in Hong Kong. The Group’s contribution to the MPF Scheme are calculated at 5% of the salaries and wages subject to a monthly maximum amount of contribution of HK$1,500 and vest fully with employees when contributed into the MPF Scheme.

The Group has no other material obligation for the payment of pension benefits associated with those schemes beyond the annual contributions described above.

AI assistant

RemeGen Co., Ltd. — Interim / Quarterly Report 2015

51206_rns_2015-08-24_cbb124f7-4766-48fe-893d-22df2549cd8f.pdf

Contents

Corporate Information

Corporate Information

Auditors

Management Discussion and Analysis

Operating results and Business review

Comprehensive development Business

Management Discussion and Analysis

Management Discussion and Analysis

Management Discussion and Analysis

paper packaging Business

Management Discussion and Analysis

OutlOOk

Management Discussion and Analysis

Comprehensive development Business

Management Discussion and Analysis

paper packaging Business

Management Discussion and Analysis

emplOyees and remuneratiOn pOliCy

Management Discussion and Analysis

FinanCial review

Management Discussion and Analysis

distribution Costs and administrative expenses

Management Discussion and Analysis

interest expenses

dividends

Management Discussion and Analysis

inventories, debtors’ and Creditors’ turnover

liquidity, Financial resources and Capital structure

Management Discussion and Analysis

Management Discussion and Analysis

Contingent liabilities

Management Discussion and Analysis

impOrtant events

subscription of shares in CdCt development

Directors’ Interests

Long positions in underlying Shares of the Company

Directors’ Interests

Note:

Interests and Short Positions of Substantial Shareholders and Other Persons

Long Position in Shares

Interests and Short Positions of Substantial Shareholders and Other Persons

Share Option Scheme

Share Option Scheme

Share Option Scheme

Share Option Scheme

Corporate Governance

Securities Transactions by Directors

Audit Committee

Purchase, Sale or Redemption of Shares

Interim Financial Report Condensed Consolidated Statement of Profit or Loss

Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income

Condensed Consolidated Statement of Financial Position

Condensed Consolidated Statement of Changes in Equity

Condensed Consolidated Statement of Cash Flows

1. BASIS OF PREPARATION

Notes to the Condensed Financial Statements

2. ADOPTION OF NEW AND REVISED HONG KONG FINANCIAL REPORTING STANDARDS

3. FAIR VALUE MEASUREMENTS

4. SEGMENT REPORTING

4. SEGMENT REPORTING (continued)

5. TURNOVER

6. OTHER NET EXPENSES

7. PROFIT BEFORE TAX

Notes to the Condensed Financial Statements For the six months ended 30 June 2015

8. INCOME TAX EXPENSE

(i) Corporate Income Tax

Notes to the Condensed Financial Statements

8. INCOME TAX EXPENSE (continued)

9. EARNINGS PER SHARE

Notes to the Condensed Financial Statements For the six months ended 30 June 2015

10. FIXED ASSETS

Acquisitions and disposals

11. INVESTMENTS IN ASSOCIATES

12. INVENTORIES

Notes to the Condensed Financial Statements

13. TRADE AND OTHER RECEIVABLES

RemeGen Co., Ltd. Interim / Quarterly Report 2015