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RemeGen Co., Ltd. Interim / Quarterly Report 2017

Aug 29, 2017

51206_rns_2017-08-29_fa71d4b9-3c03-49a9-91ae-c375af0ac295.pdf

Interim / Quarterly Report

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Overseas Chinese Town (Asia) Holdings Limited (Incorporated in the Cayman Islands with limited liability)

Stock Code: 03366

InterIm report 2017

Contents
Corporate Information 2
Management Discussion and Analysis 4
Directors’ Interests 18
Interests and Short Positions of Substantial
Shareholders and Other Persons 19
Share Option Scheme 21
Corporate Governance 23
Interim Financial Report 24

2 OVERSEAS CHINESE TOWN (ASIA) HOLDINGS LIMITED Interim Report 2017

Corporate Information

Registered Office

Clifton House

PO Box 1350 GT, 75 Fort Street Grand Cayman, Cayman Islands

Head Office and Principal Place of Business

Board of Directors

Suite 3203-3204, Tower 6 The Gateway, Harbour City Canton Road, Tsim Sha Tsui Kowloon, Hong Kong

Executive Directors

Mr. He Haibin (Chairman) Ms. Xie Mei (CEO) Mr. Lin Kaihua

Non-executive Director

Mr. Zhang Jing

Independent Non-executive Directors Mr. Lu Gong Ms. Wong Wai Ling Professor Lam Sing Kwong Simon

Audit Committee/ Remuneration Committee

Nomination Committee Qualified Accountant and Company Secretary

Ms. Wong Wai Ling (Chairman) Professor Lam Sing Kwong Simon Mr. Zhang Jing

Mr. He Haibin (Chairman) Ms. Wong Wai Ling Professor Lam Sing Kwong Simon

Mr. Fong Fuk Wai (FCPA, FCCA, ACA)

OVERSEAS CHINESE TOWN (ASIA) HOLDINGS LIMITED Interim Report 2017 3

Corporate Information

Auditors RSM Hong Kong Certified Public Accountants 29th Floor, Lee Garden Two 28 Yun Ping Road Causeway Bay Hong Kong Legal Advisers as to Loong & Yeung Hong Kong Law Room 1603, 16/F, China Building 29 Queen’s Road Central Central, Hong Kong Principal Share Registrar Estera Trust (Cayman) Limited and Transfer Office PO Box 1350, Clifton House, 75 Fort Street, Grand Cayman, Cayman Islands Hong Kong Branch Computershare Hong Kong Investor Share Registrar Services Limited and 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

4 OVERSEAS CHINESE TOWN (ASIA) HOLDINGS LIMITED Interim Report 2017

Management Discussion and Analysis

OPERATINg RESuLTS AND BuSINESS REvIEW

In the first half of 2017, the global economy entered into the stage of recovery. The economies of the countries in the emerging market presented stable and favorable momentum. As motivated by the macro economic policies focusing on the structural reform on the supply side, the Chinese economy had its economic structure further optimized and achieved a solid start overall, although the foundation for bottoming out was still relatively weak. Under these complex domestic and international economic conditions, Overseas Chinese Town (Asia) Holdings Limited (the “Company”) together with its subsidiaries (the “Group”) steadily implemented its strategic planning and pushed forward the development of various businesses by leveraging its extensive experience and high quality products.

During the Period Under Review, the Group recorded a revenue of approximately RMB1.94 billion, representing a decrease of approximately 9.1% from the corresponding period of 2016. Profit from operations amounted to approximately RMB398.49 million, representing an increase of approximately 23.9% from the corresponding period of 2016. Furthermore, the profit attributable to owners of the Company was approximately RMB40.82 million, representing a decrease of approximately 80.7% from the corresponding period of 2016. The decrease was primarily due to the fact that the Beijing Unique Garden Project, which was developed by Beijing Guangying Residential Property Development Limited (北京廣盈房地產開發有限公司) (“Beijing Guangying”), an associate of the Company, had entered into the stage of the sales of remaining flats, therefore resulting in the significant drop in the share of profits of associates attributable to the Company. Excluding the effect of the aforesaid share of profits of associates attributable to the Company, the profit attributable to owners of the Company would have recorded an increase over the same period in 2016.

OVERSEAS CHINESE TOWN (ASIA) HOLDINGS LIMITED Interim Report 2017 5

Management Discussion and Analysis

Comprehensive Development Business

In the first half of 2017, the significant differentiation was seen among cities in terms of regulatory policies for the real estate market in the PRC with tightening policies in popular cities. Against the backdrop of emphasizing the nature of living for housing, the real estate market in the PRC continued to move forward. The market demand for real estate in the first-tier cities and the core second-tier cities remained buoyant. However, due to the frequent intensification of house purchase restrictions and lending restrictions as well as various regulatory measures, sales in the first half of 2017 recorded a significant decrease as compared with the same period of last year while the housing prices remained stable. On the one hand, both the sales volume and price in the second-tier and key third-tier cities increased in general with overall stable performance. On the other hand, the real estate in third-tier and fourth-tier cities continued to face severe pressure for destocking. The Group has always upheld the strategy of deep plowing in the first-tier and second-tier cities with a positive and prudent attitude amidst the complex and ever-changing market environment to achieve steady development in comprehensive development business.

For the Period Under Review, the comprehensive development business of the Group recorded a revenue of approximately RMB1.56 billion, representing a decrease of approximately 11.7% from the corresponding period of 2016. Furthermore, the profit attributable to owners of the Company for comprehensive development business was approximately RMB37.25 million, representing a decrease of approximately 82.5% from the corresponding period of 2016. Excluding the effect of the share of profits of associates attributable to the Company, the profit attributable to owners for comprehensive development business would have recorded an increase over the same period in 2016.

6 OVERSEAS CHINESE TOWN (ASIA) HOLDINGS LIMITED Interim Report 2017

Management Discussion and Analysis

During the Period Under Review, the Shanghai Suhewan Project was mainly engaged in the sales of waterfront multi-storey residential properties which are highly scarce in the market, luxury high-rise residential tower, low-density residential properties and some boutique business premises. The contracted sales area and amount were approximately 5,500 sq.m. and approximately RMB543.00 million, respectively, and the settled area and amount were approximately 13,000 sq.m. and approximately RMB1.26 billion, respectively. During the Period Under Review, the Shanghai Suhewan Waterfront Independent Mansions won “International Property Awards 2017-2018 – Asia Pacific Best Architecture Single Residence”. The Shanghai Suhewan Project received numerous awards, which was a high recognition for the overall project planning and product design, as well as a general acknowledgement to the development capability and product development of our brand OCT.

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. The contracted sales area and amount were approximately 19,900 sq.m. and approximately RMB161.00 million, respectively, and the settled area and amount were approximately 18,700 sq.m. and approximately RMB147.00 million, respectively. The current rentable area for commercial use was approximately 98,500 sq.m., of which 88% was leased. During the Period Under Review, Chengdu Happy Valley achieved a revenue of approximately RMB96.52 million, which recorded a decrease of approximately 11% compared with the same period of last year, with a visitor flow of approximately 920,000, which remained broadly flat as compared with the same period of last year.

The Chongqing OCT Land Project enjoys a supreme location with rich landscape resources, overlooking the panorama of Jialing River with a Happy Valley theme park and large greenbelt in the neighborhood. Its major properties comprise mid-to-high end high-rise residential properties and multi-storey residential properties. The Chongqing OCT Land Project, in the first half of 2017, launched several batches of high-rise residential properties, which were well-received by the market and sold out once being offered on the market. During the Period Under Review, the contracted sales area and amount of the Chongqing OCT Land Project were approximately 151,700 sq.m. and approximately RMB1,699.00 million, respectively.

OVERSEAS CHINESE TOWN (ASIA) HOLDINGS LIMITED Interim Report 2017 7

Management Discussion and Analysis

Located at the core CBD in the downtown of Xi’an city, the OCT Chang’an Metropolis Project is a commercial landmark along the Chang’an Road. The project has a total gross floor area of approximately 104,700 sq.m., including high-end office properties such as Building 2# and Building 3#, as well as some car parking spaces. During the Period Under Review, 96% of the units in Building 2# of the OCT Chang’an Metropolis Project was leased with rental rates ranking at the forefront of the city. Being scarce in the market, Building 3# is a Grade A office building which is a major project of the Group in 2017 and is launching leasing. Recently, a number of domestic and foreign well-known enterprises including Taikang Life Insurance and SKECHERS have become tenants.

During the Period Under Review, the Beijing Unique Garden Project developed by Beijing Guangying, an associate of the Company, has entered into the stage of the sales of remaining flats. The contract sales area and amount were approximately 3,800 sq.m. and approximately RMB49.00 million, respectively, and the settled area and amount were approximately 4,500 sq.m. and approximately RMB282.00 million, respectively. During the Period Under Review, the Beijing Unique Garden Project contributed an investment return of approximately RMB27.60 million to the Company.

Chengdu Baoxin Quansheng Project owns a piece of land located in Jinniu District in Chengdu city with a total site area of 174,900 sq.m. which comprises properties including high-rise residential property, ground-floor shops, commercial duplexes, apartment buildings and underground car parking space. During the Period Under Review, the contracted sales area and amount of the Chengdu Baoxin Quansheng Project were approximately 46,200 sq.m. and approximately RMB693.00 million, respectively.

8 OVERSEAS CHINESE TOWN (ASIA) HOLDINGS LIMITED Interim Report 2017

Management Discussion and Analysis

Paper Packaging Business

During the Period Under Review, facing unfavorable factors including fierce market competition and continued increase in operating costs, the Group secured the stable operation of the paper packaging business through the integration of corporate resources and enhancement of operating efficiency. During the Period Under Review, the paper packaging business of the Group recorded a revenue of approximately RMB380.06 million, representing an increase of approximately 3.4% as compared with the same period of 2016, and the profit attributable to owners of the Company of approximately RMB3.57 million, as compared with a loss of approximately RMB1.55 million for the same period of 2016.

Investment and Fund Business

During the Period Under Review, the Group acquired 8.26% equity interest in Minsheng Education Group Company Limited (“Minsheng Education”, stock code: 1569.HK) with an investment cost of HK$463 million. The primary focus of Minsheng Education is to provide high-quality private formal higher education in the PRC dedicated to nurturing professional talents. The Group is optimistic about the education industry in the PRC and its prospects.

During the Period Under Review, the Group entered into a limited partnership agreement with a number of partners to establish Shanghai Libao Huachen Investment Centre (LLP) (“Shanghai Libao Huachen Fund”) with an aggregate capital of RMB400 million, among which the Group invested a total amount of RMB30 million. Shanghai Libao Huachen Fund principally invests in culture industry, including but not limited to segments of video and media, sports and entertainment, leisure and tourism as well as online education segment. During the Period Under Review, Shanghai Libao Huachen Fund invested in a number of projects including those in the sports and culture industries.

OVERSEAS CHINESE TOWN (ASIA) HOLDINGS LIMITED Interim Report 2017 9

Management Discussion and Analysis

The Group participated in the establishment of the Capital Fortune Investment New Industries Investment Fund to look for enterprises with promising growth in emerging industries. During the Period Under Review, the fund invested in a number of projects including those in new-energy automobiles and mobile internet sectors.

OuTLOOK

Looking forward to the second half of 2017, upon the improvement in the international trade as well as market confidence, it is expected that the global economy will continue to recover. However, in view of the less coordinated international macro economic policies and the emergence of trade and investment protectionism, the uncertainties will remain in the international market. In respect of domestic economy, with the preliminary results shown in “financial deleveraging”, the global recovery will provide support for the overseas market demand in the PRC. The stability in demand for domestic consumption and investment will stabilize the overall economy, although the foundation for the stable and favorable momentum will still be relatively weak. The PRC government will further push forward the structural reform on the supply side and implement proactive financial policies and sound monetary policies to maintain stable economic growth.

For real estate market, the Central Economic Work Conference proposed the idea of suppressing the bubbles in the real estate market to promote stable and healthy development. The policy will persist in risk control and destocking measures. The market-oriented adjustments in the industry are expected to sustain the pace in the first half of the year while the market segregation will also further intensify. It is expected that the real estate market in the first-tier and second-tier cities will maintain stable development. However, regulatory polices such as house purchase restrictions. lending restrictions and price limitation will remain in varying degrees. The third-tier and fourth-tier cities will carry out destocking in an active manner. The Group maintains its prudently optimistic outlook for the domestic real estate market in the second half of 2017.

10 OVERSEAS CHINESE TOWN (ASIA) HOLDINGS LIMITED Interim Report 2017

Management Discussion and Analysis

Comprehensive Development Business

For the second half of 2017, the Group will focus on making greater efforts in promoting its new products in the market and accelerating the turnaround of products by paying close attention to the real estate policies promulgated by the central and local governments and optimizing development strategies based on the market conditions in order to speed up the recovery of funds and enhance operation efficiency. The planning of each comprehensive development project is as follows:

The Shanghai Suhewan Project will continue to introduce waterfront multi-storey residential properties which possess the scarce landscape resources, high-rise residential towers and boutique business premises and expect to launch the highly-anticipated Bulgari Hotel by the end of the year. As the strategic planning of “One Shaft Three Belts” (一軸三帶) in new Jing’an District in Shanghai is freshly announced, the Suhewan Segment, being a core segment of the new Jing’an District, is expected to be the new development core of Shanghai. As an iconic commercial complex project of the Suhewan Segment, the Shanghai Suhewan Project will remain in the spotlight of the market. The Chengdu OCT Project will launch the high-end customized villa in the only eyot of the downtown of Chengdu and a new phase of high-rise residential properties, and will continue its sale of low-density residential properties and high-end office products.

In the second half of 2017, we will continue to adhere to the leading development and operation concept, give full play to our advantages and actively concern and look for diversified investment opportunities. We will also accelerate the increase in project reserve and enhance our development potential by various means such as cooperation, mergers and investment.

OVERSEAS CHINESE TOWN (ASIA) HOLDINGS LIMITED Interim Report 2017 11

Management Discussion and Analysis

Paper Packaging Business

In order to optimize business structure and achieve strategic transformation, the Group will withdraw from the manufacturing procedure of the paper packaging business in stages and emphasize on taking various measures depending on the specific conditions of different companies under the name of “Huali” to expand the way of thinking for transformation development. The Group intends to dispose of its 100% equity interest in 上海華勵包裝貿易有限公司 (Shanghai Huali Packaging and Trading Co., Ltd.) through public tender and the disposal was officially listed on the Shanghai United Assets and Equity Exchange on 7 August 2017.

In the second half of 2017, as the Central Government expedites industrial upgrade, makes innovation in respect of economic development mode and deepens the reform of state-owned enterprises, under the guidance of its parent company OCT Group on two strategic themes, i.e. “culture + tourism + urbanization” and “tourism + internet + finance”, the Group will accelerate its pace of innovative development, push forward strategic transforming and upgrading, promote comprehensive industrial distribution and further improve and consolidate the important role of OCT Group’s overseas industrial financing platform. It will proactively acquire and foster high quality resources and businesses with strong cooperation with OCT industrial ecosphere and growth potentials by means of domestic and overseas direct investments, indirect investments (industrial funds), etc. and build new development drivers for the Company with innovative financial measures to continuously enhance its corporate value.

The Board is full of confidence in the future development prospects. The Group, with the support of its parent company, will also endeavor to create ideal return on investment for shareholders by fully leveraging OCT’s advantages in its brand, resources and experience following the work idea of “share, breakthrough and implementation”.

12 OVERSEAS CHINESE TOWN (ASIA) HOLDINGS LIMITED Interim Report 2017

Management Discussion and Analysis

Financial Review

As at 30 June 2017, the Group’s total assets were approximately RMB20.44 billion, whereas the Group’s total equity amounted to approximately RMB6.97 billion. The Group recorded a revenue of approximately RMB1.94 billion for the six months ended 30 June 2017, representing a decrease of approximately 9.1% over the same period of 2016, among which the revenue from the comprehensive development business was approximately RMB1.56 billion, representing a decrease of approximately 11.7% over the same period of 2016, mainly due to the decrease in the revenue contributed by Chengdu OCT; the revenue from the paper packaging business was approximately RMB380.06 million, representing an increase of approximately 3.4% over the same period of 2016, mainly due to the rise in selling price of products during the Period Under Review. Profit attributable to owners of the Company was approximately RMB40.82 million for the six months ended 30 June 2017, representing a decrease of approximately 80.7% over the same period of 2016, among which profit attributable to owners of the Company arising from the comprehensive development business was approximately RMB37.25 million, representing a decrease of approximately 82.5% over the same period of 2016, which was mainly due to a significant decrease in share of profits of associates; profit attributable to owners of the Company arising from the paper packaging business was approximately RMB3.57 million, while recorded a loss of approximately RMB1.55 million for the same period of 2016, mainly due to the rise in selling price of products during the Period Under Review. For the six months ended 30 June 2017, basic earnings per share were approximately RMB0.036, representing a decrease of approximately 88.0% over the same period of 2016 (same period in 2016: approximately RMB0.299).

OVERSEAS CHINESE TOWN (ASIA) HOLDINGS LIMITED Interim Report 2017 13

Management Discussion and Analysis

For the six months ended 30 June 2017, the Group’s gross profit margin was approximately 28.7% (same period in 2016: approximately 24.8%), representing an increase of approximately 3.9 percentage points over the same period of 2016, among which the gross profit margin of the comprehensive development business was approximately 32.3%, representing an increase of approximately 4.6 percentage points over the same period of 2016, which was mainly due to the decrease of revenue recognized during the Period Under Review from units with low gross profit margin; the gross profit margin of the paper packaging business was approximately 13.9%, representing an increase of approximately 3.0 percentage points over the same period of 2016, which was mainly due to the rise in selling price of products during the Period Under Review.

Distribution Costs and Administrative Expenses

Distribution costs of the Group for the six months ended 30 June 2017 were approximately RMB61.93 million (same period in 2016: approximately RMB112.60 million), representing a decrease of approximately 45.0% over the same period of 2016, of which distribution costs of the comprehensive development business were approximately RMB40.47 million, representing a decrease of approximately 55.7% over the same period of 2016, which was mainly due to the decrease in the advertising expenses for Chengdu OCT as compared with the same period in last year, as well as the decrease in sales commissions as a result of decline in revenue from the comprehensive development business; distribution costs of the paper packaging business were approximately RMB21.46 million, which is substantially the same comparing to the same period of 2016.

The Group’s administrative expenses for the six months ended 30 June 2017 were approximately RMB110.22 million (same period in 2016: approximately RMB88.30 million), representing an increase of approximately 24.8% over the same period of 2016, of which administrative expenses of the comprehensive development business were approximately RMB84.81 million, representing an increase of approximately 18.4% over the same period of 2016, which was mainly due to the increase in financing handling charges and labor costs; administrative expenses of the paper packaging business were approximately RMB25.41 million, representing an increase of approximately 52.2% over the same period of 2016, which was mainly due to the increase in staff welfare expenses.

14 OVERSEAS CHINESE TOWN (ASIA) HOLDINGS LIMITED Interim Report 2017

Management Discussion and Analysis

Interest Expenses

The interest expenses of the Group were approximately RMB115.04 million for the six months ended 30 June 2017 (same period in 2016: approximately RMB127.21 million), representing a decrease of approximately 9.6% over the same period of 2016, of which interest expenses of the comprehensive development business were approximately RMB113.31 million, representing a decrease of approximately 9.0% over the same period of 2016, mainly due to the decline in loan interest rates; interest expenses of the paper packaging business were approximately RMB1.73 million, representing a decrease of approximately 34.7% over the same period of 2016, mainly due to the decrease in the amount of the loans related to the paper packaging business.

Dividends

The Board does not recommend the payment of an interim dividend for the six months ended 30 June 2017, taking into account the long-term development of the Company and its active participation in potential investment opportunities.

Inventories, Debtors’ and Creditors’ Turnover

The inventory turnover days of the Group’s paper packaging business were 39 days for the six months ended 30 June 2017, representing an increase of 4 days as compared with 35 days for the year ended 31 December 2016, mainly due to the increase in inventory. The debtors’ turnover days of the Group’s paper packaging business were 136 days for the six months ended 30 June 2017, representing an increase of 7 days as compared with 129 days for the year ended 31 December 2016, mainly due to the longer settlement period resulted from the change of payment method by some customers. The creditors’ turnover days of the Group’s paper packaging business were 47 days for the six months ended 30 June 2017, representing a decrease of 3 days as compared with 50 days for the year ended 31 December 2016, mainly due to the shortened credit period for enjoying the cash discount offered by the suppliers.

OVERSEAS CHINESE TOWN (ASIA) HOLDINGS LIMITED Interim Report 2017 15

Management Discussion and Analysis

Liquidity, Financial Resources and Capital Structure

The total equity of the Group as at 30 June 2017 was approximately RMB6.97 billion (31 December 2016: approximately RMB6.77 billion). As at 30 June 2017, the Group had current assets of approximately RMB13.74 billion (31 December 2016: approximately RMB14.26 billion) and current liabilities of approximately RMB8.25 billion (31 December 2016: approximately RMB8.46 billion). The current ratio was approximately 1.67 as at 30 June 2017, which was substantially the same as compared with 1.68 as at 31 December 2016. The Group generally finances its operations with internally generated cash flow, credit facilities provided by banks and shareholder’s loans.

As at 30 June 2017, the Group had outstanding bank and other loans of approximately RMB5.07 billion, without any fixed rate loans (31 December 2016: outstanding bank and other loans of approximately RMB4.28 billion, without any fixed rate loans). As at 30 June 2017, the interest rates of bank and other loans of the Group ranged from 1.15% to 6.38% per annum (31 December 2016: ranged from 1.05% to 6.38% per annum). Some of these bank loans were secured by floating charges of certain assets 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 45.0% as at 30 June 2017, representing an increase of approximately 1.8 percentage points as compared with 43.2% as at 31 December 2016, mainly due to the increase in loan balance as at the end of the Period Under Review.

As at 30 June 2017, approximately 26.5% of the total amount of outstanding bank and other loans of the Group was denominated in Renminbi (31 December 2016: approximately 37.3%), approximately 73.5% of which was denominated in Hong Kong Dollars (31 December 2016: approximately 50.6%) and approximately 0.0% of which was denominated in United States Dollars (31 December 2016: approximately 12.1%). As at 30 June 2017, approximately 82.0% of the total amount of cash and cash equivalents of the Group was denominated in Renminbi (31 December 2016: approximately 89.8%), approximately 16.4% of which was denominated in Hong Kong Dollars (31 December 2016: approximately 7.8%) and approximately 1.6% of which was denominated in United States Dollars (31 December 2016: approximately 2.4%).

16 OVERSEAS CHINESE TOWN (ASIA) HOLDINGS LIMITED Interim Report 2017

Management Discussion and Analysis

The Group’s liquidity position remains stable. The Group’s transactions and monetary assets are principally denominated in Renminbi, Hong Kong Dollars and United States Dollars. The Group has not experienced any material difficulties in or effects on its operations or liquidity as a result of fluctuations in currency exchange rates for the six months ended 30 June 2017. The Group did not enter into any foreign exchange forward contracts and other material financial instruments for hedging foreign exchange risks purpose for the six months ended 30 June 2017.

Contingent Liabilities

The Group has no contingent liabilities as at 30 June 2017 (31 December 2016: Nil).

Employees and Remuneration Policy

As at 30 June 2017, the Group employed approximately 2,887 full-time staff in total. The basic remuneration of the employees is determined with reference to the industry’s remuneration benchmark, the employees’ experience and their performance, and equal opportunities will be offered to all staff. 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 with reference to a variety of factors including market conditions and responsibilities assumed by each director. Apart from the basic remuneration and statutory benefits, the Group also provides discretionary bonuses to the staff based upon the Group’s results and their individual performance.

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 staff. The Group maintains a good relationship with its employees. Most members of the senior management have been working for the Group for many years.

OVERSEAS CHINESE TOWN (ASIA) HOLDINGS LIMITED Interim Report 2017 17

Management Discussion and Analysis

IMPORTANT EvENTS

Investment in Minsheng Education

On 6 March 2017, City Legend International Limited (“City Legend”), an indirect wholly-owned subsidiary of the Company, entered into the cornerstone investment agreement with Minsheng Education Group Company Limited (“Minsheng Education”), to subscribe for 332,000,000 Shares of Minsheng Education at the IPO Price. The primary focus of Minsheng Education is to provide high-quality private formal higher education in the PRC dedicated to nurturing professional talents with growth potential and prospects. This investment is expected to broaden the sources of profits of the Group. The subscription was completed on 21 March 2017 at a total effective subscription price of approximately HK$463,000,000, representing 8.26% of the total issued share capital of Minsheng Education. For further details, please refer to the announcement of the Company dated 6 March 2017.

Investment in Shanghai Libao Huachen Fund

On 17 March 2017, Shenzhen Huayou Investment Co., Ltd. (“Huayou Investment”), an indirect wholly-owned subsidiary of the Company, entered into the limited partnership agreement with Shanghai Rongzheng Libao Investment Management Co., Ltd., Shanghai Rongzheng Investment Advisory Co., Ltd., and other several partners to establish Shanghai Libao Huachen Investment Centre (LLP) (“Shanghai Libao Huachen Fund”) with an aggregate capital of RMB400 million, among which Huayou Investment invested a total amount of RMB30,000,000. Shanghai Libao Huachen Fund principally invests in culture industry, including but not limited to segments of video and media, sports and entertainment, leisure and tourism as well as online education segment, and segments of upgrading and reconstruction of such industries through internet and mobile internet. For further details, please refer to the announcement of the Company dated 17 March 2017.

18 OVERSEAS CHINESE TOWN (ASIA) HOLDINGS LIMITED Interim Report 2017

Directors’ Interests

As at 30 June 2017, no 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”)) were 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”).

OVERSEAS CHINESE TOWN (ASIA) HOLDINGS LIMITED Interim Report 2017 19

Interests and Short Positions of Substantial Shareholders and Other Persons

As at 30 June 2017, 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 530,894,000 81.38%
(“Pacific Climax”)(note 1) (long position)
Overseas Chinese Town Interest of a controlled 530,894,000 81.38%
(HK) Company Limited corporation_(note 2)_ (long position)
(“OCT (HK)”)
Shenzhen Overseas Interest of a controlled 530,894,000 81.38%
Chinese Town Company corporation_(note 3)_ (long position)
Limited (“OCT Ltd.”)
Overseas Chinese Town Interest of a controlled 530,894,000 81.38%
Enterprises Company corporation_(note 4)_ (long position)
(“OCT Group”)
Others
UBS Group AG Person having a security 14,000 0.002%
interest in shares (long position)
(note 5)
Interest of a controlled 51,179,000 7.85%
corporation_(note 5)_ (long position)

20 OVERSEAS CHINESE TOWN (ASIA) HOLDINGS LIMITED Interim Report 2017

Interests and Short Positions of Substantial Shareholders and Other Persons

Notes:

  • (1) The interests held by Pacific Climax consist of (long position) in 434,894,000 ordinary shares and 96,000,000 convertible preference shares. Ms. Xie Mei and Mr. Lin Kaihua, both being executive Directors, and Mr. Zhang Jing, being a 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. Mr. He Haibin and Ms. Xie Mei, both being executive Directors, and Mr. Zhang Jing, being a non-executive Director, are also directors of OCT (HK).

  • (3) OCT Ltd. is the beneficial owner of all the issued share capital of OCT (HK), which is in turn the beneficial owner of all the issued share capital of 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.

  • (4) OCT Group is the beneficial owner of 53.47% of the issued shares of OCT Ltd., which is the beneficial owner of all the issued shares of OCT (HK) and in turn, the beneficial owner of all the issued share capital of 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) The interests of UBS Group AG consist of the interests (long position) in 41,618,000 shares, 6,180,000 shares, 3,372,000 shares, 8,000 shares and 1,000 shares (total: 51,179,000 shares) held by UBS Fund Management (Luxembourg) S.A., UBS Asset Management (Hong Kong) Ltd, UBS Asset Management (Singapore) Ltd, UBS Fund Management (Switzerland) AG and UBS AG, which are all wholly-owned by UBS Group AG. UBS Group AG is also interested in 14,000 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 51,193,000 shares (long position) for the purpose of the SFO.

Save as disclosed above, as at 30 June 2017, no other interests required to be recorded in the register kept under section 336 of the SFO have been notified to the Company.

OVERSEAS CHINESE TOWN (ASIA) HOLDINGS LIMITED Interim Report 2017 21

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 the New Scheme is to attract and retain the best available personnel, to provide additional incentive to the 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 of the New Scheme include any full-time or part-time employee, Director, advisor and professional consultant of the Group or any member of the Group. The Directors may at their absolute discretion and on such terms as they may think fit, propose any eligible people under the New Scheme to take up 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 option; (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 option; and (iii) the nominal value of a share on the date of grant of the option.

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 the New Schemes and any other share option scheme does not exceed 10% of the shares in issue at the date of approval of the

22 OVERSEAS CHINESE TOWN (ASIA) HOLDINGS LIMITED Interim Report 2017

Share Option Scheme

New Scheme. The Company may at any time refresh such limit, subject to the shareholders’ approval and issue 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 the New Schemes and any other share option scheme of the Company does not exceed 30% of the shares in issue at the time.

The total number of options available for issue under the New Scheme as at 30 June 2017 was 20,436,000 options, which represented approximately 3.13% of all the issued share capital of the Company as at 30 June 2017. 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. 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 of the Company then in issue.

Pursuant to the terms of the New Scheme, the Company granted 30,100,000 options to some eligible participants (including some Directors and employees) at the exercise price of HK$4.04 and grant price of HK$1 per option on 3 March 2011. Details of the shares options granted under the New Scheme above are set out in the announcement of the Company dated 3 March 2011. As at 2 March 2016, all share options granted under the New Scheme expire. As at 30 June 2017, the total number of shares to be issued under the granted options is zero.

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.

OVERSEAS CHINESE TOWN (ASIA) HOLDINGS LIMITED Interim Report 2017 23

Corporate Governance

For the six months ended 30 June 2017, the Company has 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 with all Directors, for the six months ended 30 June 2017 the Directors have complied with the required standards as 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 2017, and discussed the internal control, accounting principles and practices adopted by the Group with the management of the Company.

PuRCHASE, SALE OR REDEMPTION OF SHARES

Neither the Company nor any of its subsidiaries has redeemed any of its shares during the six months ended 30 June 2017. During the same period, neither the Company nor any of its subsidiaries has purchased or sold any of its shares.

By Order of the Board

Overseas Chinese Town (Asia) Holdings Limited He Haibin Chairman

Hong Kong, 15 August 2017

24 OVERSEAS CHINESE TOWN (ASIA) HOLDINGS LIMITED Interim Report 2017

Interim Financial Report

Condensed Consolidated Statement of Profit or Loss For the six months ended 30 June 2017

Note
Revenue
5
Cost of sales
gross profit
Other revenue
Other net losses
6
Distribution costs
Administrative expenses
Other operating expenses
Profit from operations
Finance costs
7
Share of profits of associates
Share of loss of a joint venture
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
2017
2016
RMB’000
RMB’000
(unaudited)
(unaudited)
1,942,472
2,137,362
(1,384,434)
(1,607,303)
558,038
530,059
18,509
21,995
(3,728)
(285)
(61,933)
(112,604)
(110,218)
(88,302)
(2,183)
(29,167)
398,485
321,696
(115,036)
(127,209)
33,351
272,325
(3,563)
(471)
313,237
466,341
(139,108)
(166,661)
174,129
299,680
40,822
211,566
133,307
88,114
174,129
299,680
0.036
0.299
0.036
0.283

The notes on pages 30 to 50 form part of this interim financial report.

OVERSEAS CHINESE TOWN (ASIA) HOLDINGS LIMITED Interim Report 2017 25

Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income

For the six months ended 30 June 2017

Profit for the period
Other comprehensive income for
the period, net of tax:
Items that will be reclassified to
profit or loss:
Exchange differences on translating
foreign operations
Net loss on revaluation of available-for-
sale financial assets under other
financial assets
Total comprehensive income for
the period
Attributable to:
Owners of the Company
Non-controlling interests
Six months ended 30 June
2017
2016
RMB’000
RMB’000
(unaudited)
(unaudited)
174,129
299,680
144,830
(81,153)
(9,770)

135,060
(81,153)
309,189
218,527
175,882
130,413
133,307
88,114
309,189
218,527

The notes on pages 30 to 50 form part of this interim financial report.

26 OVERSEAS CHINESE TOWN (ASIA) HOLDINGS LIMITED Interim Report 2017

Condensed Consolidated Statement of Financial Position

At 30 June 2017

Note
Non-current assets
Fixed assets
10
– Investment property under
development
– Investment property
– Property, plant and equipment
– Interests in leasehold land
held for own use
Intangible assets
Goodwill
Investments in associates
11
Investment in a joint venture
12
Other financial assets
Deferred tax assets
Current assets
Inventories
13
Trade and other receivables
14
Other financial assets
Cash and cash equivalents
15
At 30 June At 31 December
2017
2016
RMB’000
RMB’000
(unaudited)
(audited)

821,096
2,367,978
1,556,753
1,362,566
1,227,053
606,856
617,031
4,337,400
4,221,933
1,918
2,092
570
570
1,189,015
1,634,164
15,981
19,544
1,000,414
247,320
153,300
154,251
6,698,598
6,279,874
10,070,047
10,490,803
493,479
530,196

1,159,700
3,174,820
2,077,758
13,738,346
14,258,457
At 30 June At 31 December
2017
2016
RMB’000
RMB’000
(unaudited)
(audited)

821,096
2,367,978
1,556,753
1,362,566
1,227,053
606,856
617,031
4,337,400
4,221,933
1,918
2,092
570
570
1,189,015
1,634,164
15,981
19,544
1,000,414
247,320
153,300
154,251
6,698,598
6,279,874
10,070,047
10,490,803
493,479
530,196

1,159,700
3,174,820
2,077,758
13,738,346
14,258,457
821,096
1,556,753
1,227,053
617,031
4,221,933
2,092
570
1,634,164
19,544
247,320
154,251
6,279,874
10,490,803
530,196
1,159,700
2,077,758
14,258,457

The notes on pages 30 to 50 form part of this interim financial report.

OVERSEAS CHINESE TOWN (ASIA) HOLDINGS LIMITED Interim Report 2017 27

Condensed Consolidated Statement of Financial Position

At 30 June 2017

Note
Current liabilities
Trade and other payables
16
Receipts in advance
Bank and other loans
Related party loans
Current tax liabilities
Net current assets
Total assets less current
liabilities
Non-current liabilities
Bank and other loans
Related party loans
Deferred tax liabilities
NET ASSETS
CAPITAL AND RESERvES
Share capital
Reserves
17
Equity attributable to owners
of the Company
Non-controlling interests
TOTAL EQuITY
At 30 June At 31 December
2017
2016
RMB’000
RMB’000
(unaudited)
(audited)
2,026,213
2,845,650
1,893,224
1,423,911
3,915,244
2,559,663
262,000
1,212,000
148,461
421,618
8,245,142
8,462,842
5,493,204
5,795,615
12,191,802
12,075,489
1,157,345
1,716,975
3,863,274
3,380,348
203,141
211,464
5,223,760
5,308,787
6,968,042
6,766,702
67,337
67,337
3,027,644
2,959,611
3,094,981
3,026,948
3,873,061
3,739,754
6,968,042
6,766,702
At 30 June At 31 December
2017
2016
RMB’000
RMB’000
(unaudited)
(audited)
2,026,213
2,845,650
1,893,224
1,423,911
3,915,244
2,559,663
262,000
1,212,000
148,461
421,618
8,245,142
8,462,842
5,493,204
5,795,615
12,191,802
12,075,489
1,157,345
1,716,975
3,863,274
3,380,348
203,141
211,464
5,223,760
5,308,787
6,968,042
6,766,702
67,337
67,337
3,027,644
2,959,611
3,094,981
3,026,948
3,873,061
3,739,754
6,968,042
6,766,702
2,845,650
1,423,911
2,559,663
1,212,000
421,618
8,462,842
5,795,615
12,075,489
1,716,975
3,380,348
211,464
5,308,787
6,766,702
67,337
2,959,611
3,026,948
3,739,754
6,766,702

The notes on pages 30 to 50 form part of this interim financial report.

28 OVERSEAS CHINESE TOWN (ASIA) HOLDINGS LIMITED Interim Report 2017

Condensed Consolidated Statement of Changes in Equity

For the six months ended 30 June 2017

Note
At 1 January 2016
Total comprehensive income
for the period
Dividend approved and paid in respect
of previous year
17(a)
Changes in equity for the
six months ended 30 June 2016
At 30 June 2016
At 1 January 2017
Total comprehensive income
for the period
Dividend approved and paid in respect
of previous year
17(a)
Changes in equity for the
six months ended 30 June 2017
At 30 June 2017
(unaudited)
Attributable to owners of the Company
Share
capital
Share
premium
Contributed
reserve
Merger
reserve
Capital
reserve
Exchange
reserve
Investment
revaluation
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
RMB’000
67,337
36,884
147,711
24,757
53,277
(140,410)

322,558
5,366
2,518,375
3,035,855
3,737,070
6,772,925





(81,153)



211,566
130,413
88,114
218,527









(93,547)
(93,547)

(93,547)





(81,153)



118,019
36,866
88,114
124,980
67,337
36,884
147,711
24,757
53,277
(221,563)

322,558
5,366
2,636,394
3,072,721
3,825,184
6,897,905
67,337
36,884
147,711
24,757
53,277
(441,281)

381,215
5,366
2,751,682
3,026,948
3,739,754
6,766,702





144,830
(9,770)


40,822
175,882
133,307
309,189









(107,849)
(107,849)

(107,849)





144,830
(9,770)


(67,027)
68,033
133,307
201,340
67,337
36,884
147,711
24,757
53,277
(296,451)
(9,770)
381,215
5,366
2,684,655
3,094,981
3,873,061
6,968,042

OVERSEAS CHINESE TOWN (ASIA) HOLDINGS LIMITED Interim Report 2017 29

Condensed Consolidated Statement of Cash Flows

For the six months ended 30 June 2017

Note
Cash generated from
operations
Tax paid
Net cash generated from
operating activities
Net cash generated from/
(used in) investing activities
Net cash generated from
financing activities
Net increase/(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
15
Six months ended 30 June
2017
2016
RMB’000
RMB’000
(unaudited)
(unaudited)
962,005
1,094,678
(419,637)
(616,763)
542,368
477,915
197,631
(824,673)
344,613
210,598
1,084,612
(136,160)
2,077,758
3,374,156
12,450
(74,712)
3,174,820
3,163,284

30 OVERSEAS CHINESE TOWN (ASIA) HOLDINGS LIMITED Interim Report 2017

Notes to the Condensed Consolidated Financial Statements For the six months ended 30 June 2017

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 (the “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 15 August 2017.

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 2017 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 and joint venture. 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 2016 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 include 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 2016 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.

OVERSEAS CHINESE TOWN (ASIA) HOLDINGS LIMITED Interim Report 2017 31

Notes to the Condensed Consolidated Financial Statements For the six months ended 30 June 2017

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 2017. 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 unlisted equity securities, investment funds and financial products in the PRC under other financial assets were stated at cost, 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.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The following disclosures of fair value measurements use a fair value hierarchy that categorises into three levels the inputs to valuation techniques used to measure fair value:

Level 1 inputs: quoted prices (unadjusted) in active markets for identical assets
or liabilities that the Group can access at the measurement
date.
Level 2 inputs: inputs other than quoted prices included within level 1 that are
observable for the asset or liability, either directly or indirectly.
Level 3 inputs: unobservable inputs for the asset or liability.

The Group’s policy is to recognise transfers into and transfers out of any of the three levels as of the date of the event or change in circumstances that caused the transfer.

32

OVERSEAS CHINESE TOWN (ASIA) HOLDINGS LIMITED Interim Report 2017

Notes to the Condensed Consolidated Financial Statements For the six months ended 30 June 2017

3. FAIR vALuE MEASuREMENTS (continued)

Disclosures of level in fair value hierarchy at 30 June 2017:

Description
Recurring fair value measurements:
Available-for-sale financial assets
under other financial assets
Listed equity securities
Total recurring fair value
measurements
Description
Recurring fair value measurements:
Available-for-sale financial assets
under other financial assets
Listed equity securities
Total recurring fair value
measurements
Fair value measurements as
at 30 June 2017
Level 1
Level 2
Level 3
RMB’000
RMB’000
RMB’000
(unaudited)
Fair value measurements as
at 30 June 2017
Level 1
Level 2
Level 3
RMB’000
RMB’000
RMB’000
(unaudited)
Fair value measurements as
at 30 June 2017
Level 1
Level 2
Level 3
RMB’000
RMB’000
RMB’000
(unaudited)
Total
2017
RMB’000
391,874


391,874


Fair value measurements as
at 31 December 2016
Level 1
Level 2
Level 3
RMB’000
RMB’000
RMB’000
(Audited)
391,874
391,874
Total
2016
RMB’000



OVERSEAS CHINESE TOWN (ASIA) HOLDINGS LIMITED Interim Report 2017 33

Notes to the Condensed Consolidated Financial Statements For the six months ended 30 June 2017

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/(loss) attributable
to owners of the
Company
Comprehensive
development business
2017
2016
RMB’000
RMB’000
1,562,411
1,769,886


1,562,411
1,769,886
37,250
213,114
Paper
packaging business
2017
2016
RMB’000
RMB’000
380,061
367,476


380,061
367,476
3,572
(1,548)
Total
2017
2016
RMB’000
RMB’000
1,942,472
2,137,362


1,942,472
2,137,362
40,822
211,566
Total
2017
2016
RMB’000
RMB’000
1,942,472
2,137,362


1,942,472
2,137,362
40,822
211,566
2,137,362
2,137,362
211,566

(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
2017
2016
RMB’000
RMB’000
(unaudited)
(unaudited)
40,822
211,566


40,822
211,566
40,822
211,566
Six months ended 30 June
2017
2016
RMB’000
RMB’000
(unaudited)
(unaudited)
40,822
211,566


40,822
211,566
40,822
211,566
211,566
211,566
211,566

34 OVERSEAS CHINESE TOWN (ASIA) HOLDINGS LIMITED Interim Report 2017

Notes to the Condensed Consolidated Financial Statements For the six months ended 30 June 2017

5. REvENuE

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

Revenue represents the sales value of goods or services supplied to customers (net of value-added tax or 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
OTHER NET LOSSES
Net losses on disposal of fixed assets
Net exchange losses
Others
Six months ended 30 June
2017
2016
RMB’000
RMB’000
(unaudited)
(unaudited)
1,562,411
1,769,886
380,061
367,476
1,942,472
2,137,362
Six months ended 30 June
2017
2016
RMB’000
RMB’000
(unaudited)
(unaudited)
(13)
(7)
(3,855)
(167)
140
(111)
(3,728)
(285)
Six months ended 30 June
2017
2016
RMB’000
RMB’000
(unaudited)
(unaudited)
1,562,411
1,769,886
380,061
367,476
1,942,472
2,137,362
Six months ended 30 June
2017
2016
RMB’000
RMB’000
(unaudited)
(unaudited)
(13)
(7)
(3,855)
(167)
140
(111)
(3,728)
(285)
(7)
(167)
(111)
(285)

6. OTHER NET LOSSES

OVERSEAS CHINESE TOWN (ASIA) HOLDINGS LIMITED Interim Report 2017 35

Notes to the Condensed Consolidated Financial Statements For the six months ended 30 June 2017

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 of intangible assets
Depreciation
Impairment of goodwill
Net impairment losses/(reversal of
impairment losses) on trade and
other receivables
Net write off of inventories
Rentals receivable from investment
property less direct outgoings
RMB39,224,000 (Six months
ended 30 June 2016: RMB23,577,000)
Six months ended 30 June
2017
2016
RMB’000
RMB’000
(unaudited)
(unaudited)
86,121
82,999
75,614
144,241
161,735
227,240
(46,699)
(100,031)
115,036
127,209
Six months ended 30 June
2017
2016
RMB’000
RMB’000
(unaudited)
(unaudited)
(18,278)
(17,873)
188
166
110,642
99,187

28,124
781
(9)
1,516
423
(20,750)
(26,386)
Six months ended 30 June
2017
2016
RMB’000
RMB’000
(unaudited)
(unaudited)
86,121
82,999
75,614
144,241
161,735
227,240
(46,699)
(100,031)
115,036
127,209
Six months ended 30 June
2017
2016
RMB’000
RMB’000
(unaudited)
(unaudited)
(18,278)
(17,873)
188
166
110,642
99,187

28,124
781
(9)
1,516
423
(20,750)
(26,386)
(17,873)
166
99,187
28,124
(9)
423
(26,386)

36 OVERSEAS CHINESE TOWN (ASIA) HOLDINGS LIMITED Interim Report 2017

Notes to the Condensed Consolidated Financial Statements For the six months ended 30 June 2017

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
2017
2016
RMB’000
RMB’000
(unaudited)
(unaudited)
105,528
108,314
41,645
75,407
147,173
183,721
(8,065)
(17,060)
139,108
166,661
108,314
75,407
183,721
(17,060)
166,661

(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 2016: RMB Nil).

No provision for Hong Kong Profits Tax has been made in the financial statements since the Group has sufficient tax losses brought forward to set off against current period’s assessable profit. No provision for Hong Kong Profits Tax is required since the Group has no assessable profit for the six months ended 30 June 2016.

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 2016: 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 the 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.

37

OVERSEAS CHINESE TOWN (ASIA) HOLDINGS LIMITED Interim Report 2017

Notes to the Condensed Consolidated Financial Statements For the six months ended 30 June 2017

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 statements 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.

38 OVERSEAS CHINESE TOWN (ASIA) HOLDINGS LIMITED Interim Report 2017

Notes to the Condensed Consolidated Financial Statements For the six months ended 30 June 2017

9. EARNINgS PER SHARE

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

Earnings
Earnings attributable to ordinary equity
holders for the purpose of calculating
basic earnings per share
Preference share dividends saving on
conversion of convertible preference
shares
Earnings attributable to ordinary equity
holders for the purpose of calculating
diluted 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 convertible preference shares
Weighted average number of ordinary
shares for the purpose of calculating
diluted earnings per share
Six months ended 30 June
2017
2016
RMB’000
RMB’000
(unaudited)
(unaudited)
23,563
195,367
17,259
16,199
40,822
211,566
Six months ended 30 June
2017
2016
(unaudited)
(unaudited)
652,366,000
652,366,000
96,000,000
96,000,000
748,366,000
748,366,000
Six months ended 30 June
2017
2016
RMB’000
RMB’000
(unaudited)
(unaudited)
23,563
195,367
17,259
16,199
40,822
211,566
Six months ended 30 June
2017
2016
(unaudited)
(unaudited)
652,366,000
652,366,000
96,000,000
96,000,000
748,366,000
748,366,000
652,366,000
96,000,000
748,366,000

As the conversion of the Company’s convertible preference shares would be anti-dilutive, there was no dilutive potential ordinary shares for the Company’s convertible preference shares during the six months ended 30 June 2017 and 2016 respectively.

OVERSEAS CHINESE TOWN (ASIA) HOLDINGS LIMITED Interim Report 2017 39

Notes to the Condensed Consolidated Financial Statements

For the six months ended 30 June 2017

10. FIXED ASSETS

Acquisitions and disposals

During the six months ended 30 June 2017, the Group acquired items of fixed assets with a cost of RMB217,333,000 (six months ended 30 June 2016: RMB1,584,346,000).

Fixed assets with carrying value of RMB45,000 were disposed during the six months ended 30 June 2017 (six months ended 30 June 2016: RMB587,000), resulting in a loss on disposal of RMB13,000 (six months ended 30 June 2016: a loss on disposal of RMB7,000).

11. INvESTMENTS IN ASSOCIATES

11.
INvESTMENTS IN ASSOCIATES
成都體育產業有限責任公司
(Chengdu Sports Industry Co., Ltd.)
西安華僑城實業有限公司
(Xi’an OCT Investment Ltd.)
北京廣盈房地產開發有限公司
(Beijing Guangying Residential Property
Development Limited)
成都文化旅遊發展股份有限公司
(Chengdu Culture & Tourism Development
Company Limited)
12.
INvESTMENT IN A JOINT vENTuRE
成都保鑫泉盛房地產開發有限公司
(Chengdu Baoxin Quansheng Real Estate
Development Company Limited)
At 30 June
2017
RMB’000
(unaudited)
800,275
70,850
50,695
267,195
1,189,015
At 30 June
2017
RMB’000
(unaudited)
15,981
At 31 December
2016
RMB’000
(audited)
801,384
80,072
501,593
251,115
1,634,164
At 31 December
2016
RMB’000
(audited)
19,544

40 OVERSEAS CHINESE TOWN (ASIA) HOLDINGS LIMITED Interim Report 2017

Notes to the Condensed Consolidated Financial Statements For the six months ended 30 June 2017

13. INvENTORIES

During the six months ended 30 June 2017, there was a write-down of inventories of RMB1,820,000 and reversal of RMB304,000 in profit or loss (six months ended 30 June 2016: RMB865,000 was written down and reversal of RMB442,000 in profit or loss). The reversal arose due to an increase of the estimated net realisable value of certain goods as a result of changes in customer preference.

14. 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
2017
RMB’000
(unaudited)
288,038
12,980
1,858
913
303,789
At 31 December
2016
RMB’000
(audited)
282,219
9,063
970
436
292,688

The Group normally allows a credit period ranging from 60 days to 120 days to its customers from the date of billing. Subject to negotiation, extended credit terms are available for certain customers with established trading records.

OVERSEAS CHINESE TOWN (ASIA) HOLDINGS LIMITED Interim Report 2017 41

Notes to the Condensed Consolidated Financial Statements For the six months ended 30 June 2017

15. 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
2017
RMB’000
(unaudited)
3,150,439
24,381
3,174,820
At 31 December
2016
RMB’000
(audited)
2,056,017
21,741
2,077,758

16. 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
2017
RMB’000
(unaudited)
436,186
902
437,088
At 31 December
2016
RMB’000
(audited)
633,374
633,374

42 OVERSEAS CHINESE TOWN (ASIA) HOLDINGS LIMITED Interim Report 2017

Notes to the Condensed Consolidated Financial Statements

For the six months ended 30 June 2017

17. 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
2016, approved and paid during
the interim period, of HK16.00
cents per ordinary share (equivalent
RMB13.89 cents per ordinary
share) (year ended 31 December
2015: HK14.00 cents per ordinary
share (equivalent RMB11.86 cents
per ordinary share))
Final dividend in respect of the
financial year ended 31 December
2016, approved and paid during
the interim period, of HK20.25
cents per convertible preference
share (equivalent RMB17.98 cents
per convertible preference share)
(year ended 31 December 2015:
HK20.25 cents per convertible
preference share (equivalent
RMB16.87 cents per convertible
preference share))
Six months ended 30 June
2017
2016
RMB’000
RMB’000
(unaudited)
(unaudited)
90,590
77,348
17,259
16,199
107,849
93,547
Six months ended 30 June
2017
2016
RMB’000
RMB’000
(unaudited)
(unaudited)
90,590
77,348
17,259
16,199
107,849
93,547
77,348
16,199
93,547

The Directors do not propose the payment of an interim dividend for the six months ended 30 June 2017 (six months ended 30 June 2016: RMB Nil).

OVERSEAS CHINESE TOWN (ASIA) HOLDINGS LIMITED Interim Report 2017 43

Notes to the Condensed Consolidated Financial Statements For the six months ended 30 June 2017

17. RESERvES AND DIvIDENDS (continued)

(b) Transfer to reserve

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 owners.

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.

18. COMMITMENTS

  • (a) Capital commitments contracted for at the end of the reporting period but not yet incurred are as follows:
but not yet incurred are as follows:
Contracted but not provided for At 30 June
2017
RMB’000
(unaudited)
1,335,804
At 31 December
2016
RMB’000
(audited)
1,353,303

The capital and other commitments in 2017 and 2016 mainly represented the commitments in connection with the planned development projects of 成都天府華僑城實業發展有限公司 (Chengdu Tianfu OCT Industry Development Company Limited)、華僑城(上海)置地有限公司 (OCT Shanghai Land) and 重慶華僑城置地有限公司 (Chongqing OCT Real Estate Limited).

44 OVERSEAS CHINESE TOWN (ASIA) HOLDINGS LIMITED Interim Report 2017

Notes to the Condensed Consolidated Financial Statements For the six months ended 30 June 2017

18. COMMITMENTS (continued)

  • (b) Lease commitments

The Group as lessee

At 30 June 2017, the total future minimum lease payments under noncancellable operating leases in respect of land and properties were payable as follows:

Within one year
After one year but within five years
After five years
At 30 June
2017
RMB’000
(unaudited)
6,956
19,707
529
27,192
At 31 December
2016
RMB’000
(audited)
10,481
16,134
741
27,356

The Group leases a number or land and properties under operating leases. The leases run for period from one to twenty-six years and certain leases have an option to renew at which time all the terms are renegotiated. None of the leases includes contingent rental.

The Group as lessor

All of the Group’s investment properties are held for rental purposes. All of the properties held have committed tenants for the next 1 to 3 years.

At 30 June 2017, the total future minimum lease payments under noncancellable operating leases are receivable for commercial properties in Hong Kong and Xi’an as follows:

Within one year
In the second to fifth years inclusive
At 30 June
2017
RMB’000
(unaudited)
67,200
72,000
139,200
At 31 December
2016
RMB’000
(audited)
54,965
44,676
99,641

OVERSEAS CHINESE TOWN (ASIA) HOLDINGS LIMITED Interim Report 2017 45

Notes to the Condensed Consolidated Financial Statements For the six months ended 30 June 2017

19. 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.

Transactions with other state-controlled 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:

46 OVERSEAS CHINESE TOWN (ASIA) HOLDINGS LIMITED Interim Report 2017

Notes to the Condensed Consolidated Financial Statements For the six months ended 30 June 2017

19. MATERIAL RELATED PARTY TRANSACTIONS (continued)

  • (a) Transactions with other state-controlled entities: (continued)

  • (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
2017
2016
RMB’000
RMB’000
(unaudited)
(unaudited)
5,978
5,740
41,878
36,458
At 30 June
At 31 December
2017
2016
RMB’000
RMB’000
(unaudited)
(audited)
2,221,889
1,133,079
3,530,576
2,682,395
Six months ended 30 June
2017
2016
RMB’000
RMB’000
(unaudited)
(unaudited)
5,978
5,740
41,878
36,458
At 30 June
At 31 December
2017
2016
RMB’000
RMB’000
(unaudited)
(audited)
2,221,889
1,133,079
3,530,576
2,682,395
5,740
36,458
At 31 December
2016
RMB’000
(audited)
1,133,079
2,682,395

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

Sales of products
Purchase of services
Trade and other receivables
Trade and other payables
Six months ended 30 June
2017
2016
RMB’000
RMB’000
(unaudited)
(unaudited)
14,096
10,402
231,572
218,368
At 30 June
At 31 December
2017
2016
RMB’000
RMB’000
(unaudited)
(audited)
13,536
20,430
19,224
63,938
Six months ended 30 June
2017
2016
RMB’000
RMB’000
(unaudited)
(unaudited)
14,096
10,402
231,572
218,368
At 30 June
At 31 December
2017
2016
RMB’000
RMB’000
(unaudited)
(audited)
13,536
20,430
19,224
63,938
10,402
218,368
At 31 December
2016
RMB’000
(audited)
20,430
63,938

For the six months ended 30 June 2017 and 2016 the Group’s significant transactions with other state-controlled entities being purchases of services for the development of comprehensive development business.

47

OVERSEAS CHINESE TOWN (ASIA) HOLDINGS LIMITED Interim Report 2017

Notes to the Condensed Consolidated Financial Statements For the six months ended 30 June 2017

19. MATERIAL RELATED PARTY TRANSACTIONS (continued)

  • (b) The group has a related party relationship with the following parties:
Name of party
華僑城集團公司(Overseas Chinese
Town Enterprises Corporation) (“OCT
Group”)
深圳華僑城股份有限公司(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 Services Co., Ltd.
Shenzhen Overseas Chinese Town
Creative Culture Hotel 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

48 OVERSEAS CHINESE TOWN (ASIA) HOLDINGS LIMITED Interim Report 2017

Notes to the Condensed Consolidated Financial Statements

For the six months ended 30 June 2017

19. 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
Interest expenses and
related charges paid to:
OCT Group, its subsidiaries and
associates
Rental received from:
OCT Group, its subsidiaries and
associates
Rental paid (including management fee)
to:
OCT Group, its subsidiaries and
associates
Purchase of service (including
entertainment facilities and service)
from:
OCT Group, its subsidiaries and
associates
Six months ended 30 June
2017
2016
RMB’000
RMB’000
(unaudited)
(unaudited)
30,756
21,000
75,614
144,241
912
1,360
1,815
1,669
4,135
14,467
21,000
144,241
1,360
1,669
14,467

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.

49

OVERSEAS CHINESE TOWN (ASIA) HOLDINGS LIMITED Interim Report 2017

Notes to the Condensed Consolidated Financial Statements For the six months ended 30 June 2017

19. MATERIAL RELATED PARTY TRANSACTIONS (continued)

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

Balance with related parties

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

Notes
Trade receivable from fellow
subsidiaries
(i)
Trade payable to fellow
subsidiaries
(ii)
Other receivables from
associates
(iii)
Other receivables from an
intermediate parent and fellow
subsidiaries
(iv)
Other payables to ultimate
parent
(iv)
Other payables to associates
(iv)
Other payable to intermediate
parents and fellow subsidiaries
(iv)
Loans from a fellow subsidiary
(v)
Loans from intermediate parents
(vi)
At 30 June
2017
RMB’000
(unaudited)
35,687
(2,829)
4,297
13,010
(4)
(132,245)
(520,111)
(1,265,700)
(2,859,574)
At 31 December
2016
RMB’000
(audited)
29,366
(5,382)
18,489
3,803
(4)
(759,169)
(310,273)
(1,265,700)
(3,326,648)

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 from associates are unsecured, non-interest bearing, and repayable on demand.

  • (iv) Other receivables and payables from/to ultimate parent, intermediate parents and fellow subsidiaries, and other payables to associates are unsecured, non-interest bearing, and repayable on demand.

50 OVERSEAS CHINESE TOWN (ASIA) HOLDINGS LIMITED Interim Report 2017

Notes to the Condensed Consolidated Financial Statements For the six months ended 30 June 2017

19. MATERIAL RELATED PARTY TRANSACTIONS (continued)

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

Balance with related parties (continued)

Notes: (continued)

  • (v) Loans from a fellow subsidiary of RMB1,265,700,000 is bearing an interest at 4.275%.

  • (vi) Loans from intermediate parents of USD17,140,000 is bearing an interest at 2.5%, HK$331,132,000 is bearing at 2.5%, HK$100,000,000 is bearing at 2.1%, HK$1,800,000,000 is bearing at 2.3%, RMB111,111,000 is bearing at 3% and RMB200,000,000 is bearing at 5.225%; RMB62,000,000 and HK$500,000,000 are noninterest bearing.

  • (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
2017
2016
RMB’000
RMB’000
(unaudited)
(unaudited)
4,259
2,956
402
490
4,661
3,446
Six months ended 30 June
2017
2016
RMB’000
RMB’000
(unaudited)
(unaudited)
4,259
2,956
402
490
4,661
3,446
2,956
490
3,446

20. EvENTS AFTER THE REPORTINg PERIOD

On 7 July 2017, the Group intends to dispose of its 100% equity interest in Shanghai Huali Packaging Co., Ltd. (上海華勵包裝有限公司), and indirect whollyowned subsidiary of the Group, through the public tender to be conducted on the Shanghai United Assets and Equity Exchange. The announcements related to the transaction have been published by the Group on 7 July 2017 and 4 August 2017.