Corporate Information Executive Directors He Xiangming (Chairman) Lin Pingwu (Managing Director) You Guang Wu (Director) Huang Zhihe (Deputy Managing

Transcription

1 2018 Interim Report China Investments Holdings Limited

2 Corporate Information Executive Directors He Xiangming (Chairman) Lin Pingwu (Managing Director) You Guang Wu (Director) Huang Zhihe (Deputy Managing Director) Wang Xin (Deputy Managing Director) Independent Non-executive Directors Chan Kwok Wai Chen Da Cheng Deng Hong Ping Audit Committee Chan Kwok Wai (Chairman) Chen Da Cheng Deng Hong Ping Remuneration Committee Chen Da Cheng (Chairman) Chan Kwok Wai Deng Hong Ping He Xiangming Lin Pingwu Nomination Committee He Xiangming (Chairman) Lin Pingwu Chan Kwok Wai Chen Da Cheng Deng Hong Ping Registered Office Clarendon House 2 Church Street Hamilton HM 11 Bermuda Clarendon House 2 Church Street Hamilton HM 11 Bermuda Principal Place of Business Unit 501, Wing On Plaza 62 Mody Road Tsimshatsui Kowloon Hong Kong Interim Report 2018 China Investments Holdings Limited 1

3 Corporate Information Registrar MUFG Fund Services (Bermuda) Limited The Belvedere Building 69 Pitts Bay Road Pembroke HM08 Bermuda MUFG Fund Services (Bermuda) Limited The Belvedere Building 69 Pitts Bay Road Pembroke HM08 Bermuda Branch Registrar Tricor Progressive Limited Level 22, Hopewell Centre 183 Queen s Road East Hong Kong Principal Bankers Bank of China Bank of Communications Bank of East Asia Limited Hang Seng Bank Industrial and Commercial Bank of China (Macau) Limited OCBC Wing Hang Bank Limited Solicitors Woo, Kwan, Lee & Lo Auditor HLM CPA Limited Certified Public Accountants Company Secretary Lo Tai On Stock Code Website oceanwir.com 2

4 Management Discussion and Analysis RESULTS BUSINESS REVIEW (the Period ), the Group recorded a total revenue of HK$22,576,000, representing an increase of 223.2% as compared to the same period of last year. This is mainly attributable to: (i) an increase of approximately HK$8,975,000 in the revenue from property investments business; (ii) an increase of approximately HK$3,155,000 in the operating income from Guilin Plaza which had its business operation gradually resumed normal after reopening in November 2017; and (iii) an increase of approximately HK$3,271,000 in the operating income from the newly developed financial leasing and wellness businesses. However, the financing for the Danzao industrial parks and for the investment in Guangdong Tiannuo Civil Explosives Co., Ltd.* ( Tiannuo Explosives ) substantially increased interest expenses and bank handling fees. In combination with other factors, the Group therefore recorded a loss of HK$7,824,000 in the first half of the year, making a loss when compared with the profit recorded in the same period last year. HOTEL BUSINESS Coffetel Guilin Plaza ( Guilin Plaza ) was under renovation from March to October in 2017, and resumed normal operation gradually after reopening in November 2017, thus increasing the operating income by 149.2% as compared to the same period last year to HK$5,269,000 in the first half of the year. In addition, due to the business reorganization of Guilin Plaza, the number of hotel rooms was reduced while the rental area increased, thereby decreasing the demand for labor and the cost expenses. However, severance payment of HK$3,151,000 was incurred in the same period last year. The combined effect of the above resulted in a decrease of 72.2% in the operating loss of Guilin Plaza to HK$2,903,000 in the first half of the year as compared to the same period last year. 22,576, % 8,975,000 3,155,000 3,271,000 7,824, %5,269,000 3,151, % 2,903,000 Interim Report 2018 China Investments Holdings Limited 3

5 Management Discussion and Analysis In order to expand the diversified business related to the hotel industry, the Group formed China Select Small Hotel Union Limited (a 51%-owned subsidiary of the Group) with T-Box Union (China) Financial Holdings Investments Limited and T-Box Union Investments Limited on 29 September 2017, in an effort to provide integrated service in the homestay inn and small hotel industry, including the provision of quickly-constructed T-BOX mobile homes with zero-sewage discharge environmental-friendly systems, direct sales management software and financing solutions. The Group has actively organised teams in the first half of the year for the establishment of Unions and the promotion of Wechat direct sales tools. Meanwhile, negotiation for intended projects for T-BOX mobile homes in Beijing, Guizhou and Guangxi Weizhou Island etc. is currently underway. Since the business is still at the initial promotion stage, it has yet to generate any profit or gain for the Group. PROPERTY INVESTMENTS The Group s total rental income in the first half of 2018 was HK$3,234,000, representing an increase of 6.2% as compared to the same period last year. With the completion of enhancement work of ancillary facilities at Zhongkong Tower in Foshan, the overall occupancy rate of Zhongkong Tower increased to 63.97% and the full-year rental income amounted to HK$2,141,000, representing a significant increase of 59.06% as compared to the same period last year. The rental income of Shantou Commercial Plaza for the period amounted to HK$771,000, which was similar to the same period of last year. As most of the properties of Huizhou International Commerce Building and unit A on the ground floor in Kai Yip Factory Building, San Po Kong, Hong Kong were sold in 2017, the rental income for the period decreased 93.2% to HK$14,000 and 56.98% to HK$308,000 as compared to the same period of last year respectively. 51% T-BOX T-BOX 3,234, % 63.97% 2,141, % 771,000 A 14,000308, % 56.98% 4

6 Management Discussion and Analysis In respect of property sales, the Group completed the disposal of 7 units of Huizhou International Commerce Building and 16 units of Shantou Commercial Plaza, cashing out a total of HK$10,802,000 and generating a total gain of HK$5,533,000 during the period. As disclosed in the Company s announcement dated on 16 November 2017, Guangdong Sino Rock Tyco Construction Co., Ltd.* ( Sino Rock Tyco ), and a 80%-owned subsidiary of the Group, would invest in the development and construction of the high-end industrial parks project for the production of electric vehicles and hydrogen powered fuel cell vehicles in Danzao Town, Nanhai District, Foshan City. The planning and construction of the industrial parks are currently underway, and it is expected to complete in phases in WELLNESS BUSINESS Guangdong Yibaijian Comprehensive Health Technology Ltd.* ( Guangdong Yibaijian ), a 70%-owned subsidiary company of the Group, has completed all the construction works, passed the comprehensive system test and commenced the operation of smart platform for the management of integrated elderly care services in Nanhai District ( Smart Elderly Care Services Platform ). On December 4, 2017, Guangdong Yibaijian was awarded the tender of the second phase construction of the Smart Elderly Care Services Platform for further optimization of the Platform and development of various value-added services in health management so as to increase channels of operating income. There are also plans to gradually expand the coverage of the Smart Elderly Care Services Platform to other towns in Nanhai District. The Smart Elderly Care Services Platform is a point for the Group to enter into the elderly care industry, and is currently being promoted comprehensively through media for the sake of gaining market recognition. The revenue from wellness business in the first half of the year amounted to HK$1,481,000. As the elderly care project is still at the initial investment construction and promotion stage, it has yet to generate a net profit for the Group and recorded a loss of HK$884, ,802,000 5,533,000 80% 70% 1,481, ,000 Interim Report 2018 China Investments Holdings Limited 5

7 Management Discussion and Analysis FINANCIAL LEASING BUSINESS The Group has engaged in the operation and management of financial leasing business and gradually accumulated related experience through Guangdong Financial Leasing Co., Ltd.*, a 25%-owned associate of the Group. The Group holds an optimistic view on the prospects of the development of financial leasing business in China, and has established a wholly-owned subsidiary Canton Risen Financial Leasing Co., Ltd.* to further develop the financial leasing business which recorded an operating income of HK$1,790,000 and a profit margin of HK$546,000 for the first half of the year. Since it is still at the initial stage, a slight loss of HK$508,000 is recorded but it is expected to contribute to the Group in the second half of the year. PROFIT FROM INVESTMENTS IN ASSOCIATES Nanhai Changhai Power Company Limited*, a %-owned joint venture of the Group, recorded a cost increase due to the higher coal prices in the period, but it was offset by the substantial increase in sales volume of steam as compared to the same period last year. Accordingly, the operating performance in the first half of 2018 still improved with an operating profit of HK$89,958,000, thus contributing earnings of HK$29,359,000 to the Group, representing an increase of 4.58% as compared to the same period last year. Guangdong Financial Leasing Co., Ltd.*, a 25%-owned associate of the Group, recorded an increase in its operating results in the first half of the year, posting net operating profit of HK$43,773,000, contributing a profit of HK$10,943,000 to the Group, representing an increase of 22.82% as compared to the same period last year. 25% 1,790, , , % 89,958,000 29,359, % 25% 43,773,000 10,943, % 6

8 Management Discussion and Analysis On 28 March 2018, Foshan City Nanhai Canmanage Investments Holdings Limited* ( Nanhai Canmanage ), a wholly-owned subsidiary of the Company, entered into the Capital Contribution Agreement with Foshan City Nanhai District Lianhua Asset Operation & Management Co., Ltd.*, Guangdong Nanhai Chemical Factory Co., Ltd.* and Tiannuo Explosives. Nanhai Canmanage has agreed to contribute an amount of RMB130,333, (equivalent to HK$154,423,107.16) to the capital of Tiannuo Explosives, for 49% of the enlarged equity interests of Tiannuo Explosives and the acquisition of the Guangdong Nanhong Chemical Co., Ltd.* by Tiannuo Explosives thereafter. The aforesaid capital contribution agreement and the relevant transactions as contemplated thereunder had been approved at the special general meeting of the Company held on 25 May Completion of the transaction is subject to satisfactory fulfilment of all the conditions precedent as set out in Capital Contribution Agreement. On 26 June 2018, the first instalment of capital contribution amounting to RMB65,166, (equivalent to HK$77,211,553.58) had been paid. On 17 August 2018, industrial and commercial registration for change of particulars had been completed. Moreover, on 20 August 2018, the balance had been paid according to the agreement and the capital contribution to Tiannuo Explosives had been completed. Therefore, it will help improve the profitability of the Group, enabling the Group to explore the potential of the domestic civil explosive business. 49% 130,333, ,423, ,166, ,211, Interim Report 2018 China Investments Holdings Limited 7

9 Management Discussion and Analysis FINANCIAL POSITION AND ANALYSIS As at 30 June 2018, the Group had total assets of HK$2,466,465,000 (31 December 2017: HK$2,277,412,000), bank loans and other long-term liabilities of HK$1,112,064,000 (31 December 2017: HK$945,849,000), total equity of HK$1,215,248,000 (31 December 2017: HK$1,177,859,000), a gearing ratio (being bank loans and long-term borrowings divided by total assets) of 45.1% (31 December 2017: 41.5%) and equity attributable to owners of the Company of HK58.26 cents (31 December 2017: HK59.58 cents) per share. The Group had net current assets of HK$415,619,000 (31 December 2017: HK$244,777,000), a current ratio (being current assets divided by current liabilities) of approximately 1.56 times (31 December 2017: 1.32 times) and bank savings and cash of HK$874,323,000 (31 December 2017: HK$886,861,000), which are sufficient for the capital requirements for future operation and new projects or business development of the Group. PLEDGE OF ASSETS As at 30 June 2018, properties of the Group for own use and investment with a carrying value of approximately HK$318,863,000 were pledged to banks as the security for the bank borrowings granted to the Group (31 December 2017: properties of the Group for own use and investment with a carrying value of approximately HK$323,697,000 were pledged to banks). Pledged bank deposit represents deposits pledged to banks to secure banking facilities granted to the Group. Deposits amounting to approximately HK$68,878,000 (31 December 2017: HK$63,963,000) have been pledged to secure a bank borrowing. 2,466,465,000 2,277,412,000 1,112,064, ,849,000 1,215,248,000 1,177,859, % 41.5%) ,619, ,777, ,323, ,861, ,863, ,697,000 68,878,000 63,963,000 8

10 Management Discussion and Analysis FOREIGN EXCHANGE EXPOSURE The Group s operating income and costs are mainly denominated in RMB. In the business operation of the Group, foreign exchange fluctuation of income and costs would be mutually offset. However, the Group is based in Hong Kong, and has injected a substantial amount of current borrowings into its wholly-owned subsidiaries in China on one hand and held a huge amount of monetary assets denominated in RMB on the other hand. However, the Group invested registered capital of US$70,000,000 into Sino Rock Tyco at the end of last year for the construction of the industrial parks project. As Sino Rock Tyco has not exchanged the US$70,000,000 into RMB, exchange loss or gain would be generated from appreciation or depreciation of RMB before exchange. It is expected that a decrease or an increase of about HK$14,617,000 in the profit of the year would be resulted if the exchange rate of RMB against HK dollars appreciates or depreciates by 5%. To the contrary, after exchanging the US$70,000,000 into RMB, it is expected that an increase or a decrease of about HK$12,837,000 in the profit of the year would be resulted if the exchange rate of RMB against HK dollars appreciates or depreciates by 5%. Over the past few years, RMB constantly showed an upward trend and gradually became stable in the second half of Nevertheless, RMB started to fluctuate upward and downward repeatedly in recent years. With the Sino-US trade war during this year, the exchange rate of RMB against USD dropped sharply. As the Group had invested registered capital of US$70,000,000 into Sino Rock Tyco and the amount has not been exchanged into RMB, the Group recorded an exchange gain of HK$3,442,000 in the first half of this year. However, the Board believes that RMB will be immensely affected by any change in the Sino-US trade war in the short term. A turnaround in the Sino-US trade war can possibly reverse RMB s downward trend or even cause a rapid rebound, therefore the trend of RMB is unforeseeable in the short term. Though in the long run, it is expected that RMB will become stable and will not expose the Group under significant and long term adverse foreign exchange risk. Accordingly, it is not necessary for the Group to hedge against foreign exchange risk at the moment. 70,000,000 70,000,000 5% 14,617,000 70,000,000 5% 12,837,000 70,000,000 3,442,000 Interim Report 2018 China Investments Holdings Limited 9

11 Management Discussion and Analysis OUTLOOK During the course of transformation and upgrade in the past few years, with industry experience accumulated therefrom, the Group has basically confirmed its development focus and direction through continuous exploration and survey and steady investment. Looking ahead into the second-half of the year, the Group will seize opportunities for market development and continue efforts to adjust and optimize its business. The Group will develop the business towards finance, technology and wellness elderly care sectors in coming years. In respect of the finance sector, the Group will further develop the financial leasing business, and initially intends to focus on business areas including public utilities projects, environmental protection and energy-saving projects, new energy projects and tele-communication projects. In respect of the technology sector, taking advantages of the opportunity arising from the new smart city construction plan in Nanhai District, the Group actively research on and develop the Big Data industry projects. Regarding the wellness elderly care sector, the Group will continue to develop towards the goal of establishing a 3-tier elderly care system comprising institutes, communities and households in Nanhai District based on the foundation of the Smart Elderly Care Services Platform. The Group will be able to expand its business coverage with the above development plans, thereby gradually achieving the goal of increasing returns for shareholders. By Order of the Board of China Investments Holdings Limited He Xiangming Chairman Hong Kong, 21 August 2018 * For identification purpose only 10

12 Disclosure of Interests and Other Information DIRECTORS INTEREST IN SHARES, UNDERLYING SHARES AND DEBENTURES As at 30 June 2018, the interest of the Company s directors and chief executive in the shares, underlying shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the Securities and Futures Ordinance (the SFO )), as recorded in the register required to be kept by the Company under Section 352 of the SFO or as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers (the Model Code ) set out in Appendix 10 to the Listing Rules were as follows: Long positions in the shares of the Company 352 XV Name of director Capacity Nature of Interest Number of ordinary shares held Approximate percentage of total issued shares as at 30 June 2018 He Xiangming Beneficial owner Personal 1,441, % Save as disclosed above, as at 30 June 2018, none of the directors or chief executive of the Company had any interest or short positions in any shares or underlying shares or interest in debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interest or short positions which they were taken or deemed to have under such provisions of the SFO), or which were required, pursuant to Section 352 of the SFO, to be entered in the register referred to therein, or which were required, pursuant to the Model Code, to be notified to the Company and the Stock Exchange. XV7 8 XV 352 Interim Report 2018 China Investments Holdings Limited 11

13 Disclosure of Interests and Other Information SUBSTANTIAL SHAREHOLDERS As at 30 June 2018, according to the register of substantial shareholders maintained by the Company pursuant to Section 336 of the SFO, the persons who were interested in 5% or more in the shares and underlying shares of the Company are as follows: 336 5% Names Number of shares/ underlying shares Notes Capacity Approximate percentage of total issued shares as at 30 June 2018 (Guangdong Nanhai Holding Investment Co., Ltd.*) 1,426,439,842 1 Corporate interest 83.30% Nam Keng Van Investment Company Limited 121,864,487 2 Beneficial owner 7.12% Cui Guo Jian 121,864,487 2 Corporate interest 7.12% Pu Jian Qing 121,864,487 2 Corporate interest 7.12% 12

14 Disclosure of Interests and Other Information Notes: 1. These 1,426,439,842 shares comprises: (i) 1,207,713,527 shares held by Prize Rich Inc. which was wholly-owned by (Guangdong Nanhai Holding Investment Co., Ltd.*); and (ii) 218,726,315 new shares to be allotted and issued by the Company to Prize Rich Inc. upon the exercise of conversion rights attaching to the convertible bonds issued by the Company to Prize Rich Inc. pursuant to an acquisition agreement as part of the consideration. 1. 1,426,439,842(i) 1,207,713,527Prize Rich Inc. Prize Rich Inc.(ii) Prize Rich Inc. Prize Rich Inc. 218,726, These 121,864,487 shares were held by Nam Keng Van Investment Company Limited which was wholly-owned by Mr. Cui Guo Jian and Mr. Pu Jian Qing equally ,864,487 Save as disclosed above, no other parties were recorded in the register as having an interest in 5% or more of the issued share capital of the Company. SHARE OPTION SCHEME A share option scheme was adopted by shareholders of the Company at the annual general meeting held on 26 April 2013 (the Share Option Scheme ). The Share Option Scheme is for a term of 10 years from the date of adoption. No option has been granted since the adoption of the Share Option Scheme. ARRANGEMENTS TO ACQUIRE SHARES OR DEBENTURES Save for the Share Option Scheme, at no time during the period was the Company or any of its subsidiaries a party to any arrangements, to enable the directors of the Company to acquire benefits by means of acquisition of shares in, or debentures of, the Company or any other body corporate. EMPLOYEES The total number of employees of the Group is approximately 168 (31 December 2017: 113). The remuneration of the employees of the Group is determined on the basis of performance and responsibility of the employees. The Group provides education allowances to the employees. 5% Interim Report 2018 China Investments Holdings Limited 13

15 Disclosure of Interests and Other Information INTERIM DIVIDEND The Directors resolved not to declare payment of an interim dividend for the six months ended 30 June 2018 (six months ended 30 June 2017: Nil). PURCHASE, SALE OR REDEMPTION OF THE COMPANY S LISTED SHARES During the six months ended 30 June 2018, neither the Company nor any of its subsidiaries have purchased, sold or redeemed any of the Company s listed shares. CORPORATE GOVERNANCE The Company puts great emphasis on corporate governance which is reviewed and strengthened on a continued basis. The Company has adopted all the code provisions under the Corporate Governance Code ( the Code ) as set out in Appendix 14 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the Listing Rules ) as its own code on corporate governance practice. For the six months ended 30 June 2018, the Company has complied with all the code provisions under the Code. CODE FOR SECURITIES TRANSACTIONS BY DIRECTORS The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuer ( the Model Code ) set out in Appendix 10 to the Listing Rules as the code of conduct regarding securities transactions by Directors. On specific enquiry made, all Directors have confirmed that, in respect of the six months ended 30 June 2018, they have complied with the required standard as set out in the Model Code. AUDIT COMMITTEE The audit committee comprising the three independent non-executive Directors of the Company has reviewed with management the accounting principles and practices adopted by the Group and discussed auditing, internal control and financial reporting matters including a general review of the unaudited interim results for the six months ended 30 June

16 Disclosure of Interests and Other Information CHANGES OF DIRECTOR S INFORMATION UNDER RULE 13.51B(1) OF THE LISTING RULES Pursuant to Rule 13.51B(1) of the Listing Rules, change of directors information of the Company since the date of the 2017 annual report is as follows: 1. Mr. He Xiangming resigned as the chairman and legal representative of Guangdong Sino Rock Tyco Construction Co., Ltd.* ( Sino Rock Tyco ), a 80%-owned subsidiary of the Company, on 21 May 2018 and was appointed as the chairman and legal representative of Guangdong Taoyuan Comprehensive Health Management Co., Ltd.* ( Taoyuan Comprehensive Health ), a whollyowned subsidiary of the Company, since 31 May 2018, and the term of his employment with the Company has been extended for three years until 31 August Mr. Lin Pingwu was appointed as the chairman of Guangdong Sinsing Technology Limited* ( Sinsing Technology ), a wholly-owned subsidiary of the Company, since 23 February 2018, and the term of his employment with the Company has been extended for three years until 20 April Mr. Huang Zhihe was appointed as the managing director and legal representative of Sinsing Technology since 23 February Ms. Wang Xin was appointed as the chairman and legal representative of Sino Rock Tyco since 21 May 2018 and as the managing director of Taoyuan Comprehensive Health since 31 May The term of appointment of Mr. Deng Hong Ping as an independent non-executive director of the Company has been renewed for further two years until 5 April B(1) 13.51B(1) 1. 80% * For identification purpose only Interim Report 2018 China Investments Holdings Limited 15

17 Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income Six months ended 30 June Notes HK$ 000 HK$ 000 (unaudited) (unaudited) Revenue 5 22,576 6,985 Cost of sales and services (11,549) (3,412) Gross profit 11,027 3,573 Other operating income 7 11,394 8,647 Selling and distribution costs (21) (125) Administrative expenses (26,422) (23,789) Share of profit of associates 40,302 36,983 Finance costs 8 (39,853) (11,640) (Loss)/profit before taxation (3,573) 13,649 Income tax expenses 9 (4,251) (2,029) (Loss)/profit for the period 10 (7,824) 11,620 Other comprehensive (expense)/income, net of income tax Items that may be reclassified subsequently to profit or loss: Exchange differences arising on translation of foreign operations Share of exchange differences of associates Other comprehensive (expense)/ income for the period, net of income tax Total comprehensive (expense)/ income for the period (5,137) (91) (9,887) 19,795 (15,024) 19,704 (22,848) 31,324 16

18 Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income Six months ended 30 June Notes HK$ 000 HK$ 000 (unaudited) (unaudited) (Loss)/profit for the period attributable to: Owners of the Company (7,469) 12,272 Non-controlling interests 22 (355) (652) Total comprehensive (expense)/income for the period attributable to: (7,824) 11,620 Owners of the Company (22,634) 31,988 Non-controlling interests 22 (214) (664) (Loss)/earnings per share 12 (22,848) 31,324 Basic (HK0.44 cent) HK0.72 cent (0.44 ) 0.72 Diluted (HK0.44 cent) HK0.72 cent (0.44 ) 0.72 Interim Report 2018 China Investments Holdings Limited 17

19 Condensed Consolidated Statement of Financial Position At 30 June June December 2017 Notes HK$ 000 HK$ 000 (unaudited) (audited) Non-current assets Investment properties , ,525 Property, plant and equipment , ,080 Interests in associates , ,571 Financial assets at fair value through profit or loss 15 9,052 9,172 Finance lease receivables ,495 1,313,519 1,270,348 Current assets Properties held for sale 42,558 47,820 Inventories Finance lease receivables 16 30,048 Trade and other receivables 17 12,103 7,926 Financial assets at fair value through profit or loss 15 47,393 Deposit for capital contribution to a potential associate 77,212 Pledged bank deposit 23 68,878 63,963 Cash and cash equivalents 874, ,861 Current liabilities Trade and other payables 1,152,946 1,007, , ,852 Tax payables 9,041 7,137 Borrowings , , , ,287 Net current assets 415, ,777 Total assets less current liabilities 1,729,138 1,515,125 18

20 Condensed Consolidated Statement of Financial Position At 30 June June December 2017 Notes HK$ 000 HK$ 000 (unaudited) (audited) Capital and reserves Share capital , ,233 Reserves 826, ,001 Equity attributable to owners of the Company 997,600 1,020,234 Non-controlling interests , ,625 Total equity 1,215,248 1,177,859 Non-current liabilities Borrowings , ,965 Convertible notes , ,586 Deferred tax liabilities 7,999 15, , ,266 1,729,138 1,515,125 Interim Report 2018 China Investments Holdings Limited 19

21 Condensed Consolidated Statement of Changes in Equity Attributable to owners of the Company Hotel properties Convertible Non- Share Share Statutory revaluation Exchange note equity Retained controlling Total capital premium reserve reserve* reserve reserve earnings Total interest equity * (note) HK$ 000 HK$ 000 HK$ 000 HK$ 000 HK$ 000 HK$ 000 HK$ 000 HK$ 000 HK$ 000 HK$ 000 (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) THE GROUP At 1 January , ,199 97,139 47,186 (74,422) 34,700 19,199 1,020, ,625 1,177,859 Loss for the period (7,469) (7,469) (355) (7,824) Other comprehensive (expense)/ income for the period Release of revaluation reserve of hotel properties (925) 925 Exchange differences arising on translation of foreign operations (5,278) (5,278) 141 (5,137) Share of exchange difference of associates Other comprehensive (expense)/ income for the period Total comprehensive (expense)/ income for the period (9,887) (9,887) (9,887) (925) (15,165) 925 (15,165) 141 (15,024) (925) (15,165) (6,544) (22,634) (214) (22,848) Capital injection from non-controlling interests 60,237 60,237 Transfer to statutory reserve 8,808 (8,808) At 30 June , , ,947 46,261 (89,587) 34,700 3, , ,648 1,215,248 20

22 Condensed Consolidated Statement of Changes in Equity Attributable to owners of the Company Hotel properties Convertible Non- Share Share Statutory revaluation Exchange note equity Retained controlling Total capital premium reserve reserve* reserve reserve earnings Total interest equity * (note) HK$ 000 HK$ 000 HK$ 000 HK$ 000 HK$ 000 HK$ 000 HK$ 000 HK$ 000 HK$ 000 HK$ 000 (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) THE GROUP At 1 January , ,199 79,481 46,108 (129,285) 34,700 3, , ,287 Profit/(loss) for the period 12,272 12,272 (652) 11,620 Other comprehensive (expense)/ income for the period Release of revaluation reserve of hotel properties (870) 870 Exchange differences arising on translation of foreign operations (79) (79) (12) (91) Share of exchange difference of associates Other comprehensive (expense)/ income for the period Total comprehensive (expense)/ income for the period 19,795 19,795 19,795 (870) 19, ,716 (12) 19,704 (870) 19,716 13,142 31,988 (664) 31,324 Capital injection from non-controlling interests 2,140 2,140 Transfer to statutory reserve 8,422 (8,422) At 30 June , ,199 87,903 45,238 (109,569) 34,700 8, ,275 1, ,751 * Item that will not be reclassified to profit or loss * Note: Statutory reserve represents general reserve and enterprise expansion fund which are set up by subsidiaries and associates established and operating in the People s Republic of China (the PRC ) by way of appropriation from the profit after taxation in accordance with relevant laws and regulations in the PRC. The rate of appropriation of the general reserve and enterprise expansion fund is subject to the decision of the board of Directors of the PRC subsidiaries and associates, but the minimum appropriation rate for the general reserve is 10% of the profit after taxation for each period, until when the accumulated balance reaches 50% of the total registered capital of the subsidiaries and associates. Pursuant to the relevant laws and regulations of the PRC, if approvals are obtained from the relevant government authorities, the general reserve can be used to set off accumulated losses or increase the capital, and the enterprise expansion fund can be used to increase the capital. 10% 50% Interim Report 2018 China Investments Holdings Limited 21

23 Condensed Consolidated Statement of Cash Flows Six months ended 30 June HK$ 000 HK$ 000 (unaudited) (unaudited) Operating activities (Loss)/profit for the period (7,824) 11,620 Adjustments for: Bank interest income (4,516) (1,905) Interest expense 39,853 11,640 Income tax expenses 4,251 2,029 Interest income from financial assets at fair value through profit or loss (586) Share of profit of associates (40,302) (36,983) (Gain)/loss on disposal of property, plant and equipment (139) 1,305 Depreciation of property, plant and equipment 5,722 5,260 Impairment written-back on trade and other receivables (255) Net exchange gain (3,442) (6,652) Operating cash flow before movements in working capital (7,238) (13,686) Increase in finance lease receivables (143,543) Decrease in inventories Decrease in properties held for sale 5, Increase in trade and other receivables (3,890) (12,194) Decrease in trade and other payables (8,377) (3,381) Cash used in operations (157,723) (28,207) Tax paid (9,479) Net cash used in operating activities (167,202) (28,207) 22

24 Condensed Consolidated Statement of Cash Flows Six months ended 30 June HK$ 000 HK$ 000 (unaudited) (unaudited) Investing activities Purchases of property, plant and equipment (5,215) (13,310) Purchases of financial assets at fair value through profit or loss (47,393) Deposits paid for capital contribution to a potential associate (77,212) (Increase)/decrease in time deposits with more than three months to maturity when placed Dividend received from an associate Placement of pledged bank deposit (54,909) 16,741 96,038 (4,915) Bank interest received 4,472 1,864 Interest income from financial assets 586 Net proceeds from disposal of property, plant and equipment Net cash (used in)/generated from investing activities (88,250) 5,396 Financing activities Capital injection from noncontrolling interests 60,237 2,140 Interest paid (30,691) (3,015) Repayment of borrowings (47,417) (5,155) Proceeds from borrowings 209,163 37,975 Net cash generated from financing activities 191,292 31,945 Interim Report 2018 China Investments Holdings Limited 23

25 Condensed Consolidated Statement of Cash Flows Six months ended 30 June HK$ 000 HK$ 000 (unaudited) (unaudited) Net (decrease)/increase in cash and cash equivalents (64,160) 9,134 Cash and cash equivalents at 1 January 886, ,356 Effect of foreign exchange (3,287) 2,696 Cash and cash equivalents at 30 June 819, ,186 Analysis of the balances of cash and cash equivalents, being: Bank balances and cash 874, ,186 Less: time deposits with maturity dates over three months (54,909) 819, ,186 24

26 1. BASIS OF PREPARATION The interim condensed consolidated financial statements have been prepared in accordance with applicable disclosure requirements of Appendix 16 to the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited ( the Listing Rules ) and with Hong Kong Accounting Standard 34 ( HKAS 34 ) Interim Financial Reporting issued by the Hong Kong Institute of Certified Public Accountants ( HKICPA ) The interim condensed consolidated financial statements have not been audited by the Company s auditor but have been reviewed by the Company s audit committee. The interim condensed consolidated financial statements have been prepared on the historical costs basis except for certain properties and financial instruments, which are measured at fair value or revalued amounts, as appropriate. The interim condensed consolidated financial statements do not include all the information and disclosures required in the annual financial statements, and should be read in conjunction with the Group s annual financial statements for the year ended 31 December Preparation of interim financial statements 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 statements and selected explanatory notes thereon do not include all of the information required for a full set of financial statements prepared in accordance with Hong Kong Financial Reporting Standards. 34 Interim Report 2018 China Investments Holdings Limited 25

27 2. PRINCIPAL ACCOUNTING POLICIES AND APPLICATION OF NEW AND REVISED HONG KONG FINANCIAL REPORTING STANDARDS ( HKFRSs ) Except for the adoption of the new and revised HKFRSs stated below, the accounting policies and methods of computation used in the condensed consolidated financial statements for the six months ended 30 June 2018 are the same as those followed in the preparation of the Group s annual financial statements for the year ended 31 December HKFRS 2 (Amendments) HKFRS 4 (Amendments) HKFRS 9 HKFRS 15 HKAS 28 (Amendments) HKAS 40 (Amendments) HK(IFRIC) Int 22 Classification and Measurement of Share-based Payment Transactions Applying HKFRS 9 Financial Instruments with HKFRS 4 Insurance Contracts Financial Instruments Revenue from Contracts with Customers and the Related Amendments As part of the Annual Improvements to HKFRSs Cycle Transfers of Investment Property Foreign Currency Transactions and Advance Consideration The adoption of the new and revised HKFRSs has had no material effect on the condensed consolidated financial statements of the Group for the current or prior accounting period. Accordingly, no prior period adjustment has been required. 26

28 2. PRINCIPAL ACCOUNTING POLICIES AND APPLICATION OF NEW AND REVISED HONG KONG FINANCIAL REPORTING STANDARDS ( HKFRSs ) (continued) The Group has not early applied the following new or revised HKFRSs that have been issued but are not yet effective: 2. HKFRS 9 Prepayment Features with (Amendments) Negative Compensation 1 HKFRS 10 and Sale or Contribution of Assets HKAS 28 between an Investor and its (Amendments) Associate or Joint Venture 3 HKFRS 16 Leases 1 HKFRS 17 Insurance Contracts 2 HKFRSs Annual Improvements to (Amendments) HKFRSs Cycle 1 HKAS 19 Employee Benefits 1 (Amendments) HKAS 28 Long-term Interest in (Amendments) Associates and Joint Ventures 1 HK(IFRIC) Int 23 Uncertainty over Income Tax Treatments 1 Notes: 1 Effective for annual periods beginning on or after 1 January Effective for annual periods beginning on or after 1 January Effective date to be determined Interim Report 2018 China Investments Holdings Limited 27

29 3. SUMMARY OF EFFECTS OF THE CHANGES IN ACCOUNTING POLICIES The nature and the impact of the changes are described below: 3. HKFRS 9 Financial Instruments HKFRS 9 Financial Instruments replaces HKAS 39 Financial Instruments: Recognition and Measurement for annual periods beginning on or after 1 January 2018, bringing together all three aspects of the accounting for financial instruments: classification and measurement, impairment and hedge accounting. The Group has applied HKFRS 9 retrospectively to items that existed at 1 January 2018 in accordance with the transition requirements. The impacts relating to the classification and measurement and the impairment requirements are summarised as follows: (i) Classification and measurement Except for trade and other receivables and cash and cash equivalents, under HKFRS 9, the Group initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss (FVPL), transaction costs that are directly attributable to the acquisition of the financial assets. (i) 9 (FVPL) Under HKFRS 9, debt instruments are subsequently measured at fair value through profit or loss or amortised cost. The classification is based on two criteria: the Group s business model for managing the assets; and whether the instruments contractual cash flows represent solely payments of principal and interest on the principal amount outstanding (the SPPI criterion ). 9 SPPI 28

30 3. SUMMARY OF EFFECTS OF THE CHANGES IN ACCOUNTING POLICIES (continued) HKFRS 9 Financial Instruments (continued) (i) Classification and measurement (continued) The new classification and measurement of the Group s financial assets are as follows: 3. 9 (i) Debt instruments at amortised cost that are held within a business model with the objective to hold the financial assets in order to collect contractual cash flows that meet the SPPI criterion. Financial assets at fair value through profit or loss include debt instruments whose cash flow characteristics fail the SPPI criterion or are not held within a business model whose objective is either to collect contractual cash flows, or to both collect contractual cash flows and sell. SPPI SPPI The assessment of the Group s business models was made as of the date of initial application on 1 January 2018, and then applied retrospectively to those financial assets that were not derecognised before 1 January The assessment of whether contractual cash flows on debt instruments are solely comprised of principal and interest was made based on the facts and circumstances as at the initial recognition of the assets. Interim Report 2018 China Investments Holdings Limited 29

31 3. SUMMARY OF EFFECTS OF THE CHANGES IN ACCOUNTING POLICIES (continued) HKFRS 9 Financial Instruments (continued) (i) Classification and measurement (continued) The accounting for the Group s financial liabilities remains largely the same as it was under HKAS 39. Similar to the requirements of HKAS 39, HKFRS 9 requires contingent consideration liabilities to be treated as financial instruments measured at fair value, with the changes in fair value recognised in profit or loss (i) Under HKFRS 9, embedded derivatives are no longer separated from a host financial asset. Instead, financial assets are classified based on their contractual terms and the Group s business models. The accounting for derivatives embedded in financial liabilities and in non-financial host contracts has not changed from that required by HKAS 39. The following table illustrates the classification of financial assets under HKFRS 9 and HKAS 39 at the date of initial application on 1 January

32 3. SUMMARY OF EFFECTS OF THE CHANGES IN ACCOUNTING POLICIES (continued) HKFRS 9 Financial Instruments (continued) (i) Classification and measurement (continued) Analysis of financial assets items 3. 9 (i) Original classification under Original carrying amount under New classification under New carrying amount under HK$ 000 HKAS 39 HKAS 39 HKFRS 9 HKFRS Financial assets Financial assets at fair value through profit or loss Availablefor-sale finance assets at cost 9,172 Fair value through profit or loss 9,172 Cash and cash equivalents Loans and receivables 886,861 At amortised cost 886,861 Pledged bank deposit Loans and receivables 63,963 At amortised cost 63,963 Trade and other receivables Loans and receivables 1,302 At amortised cost 1,302 Total financial assets 961, ,298 Interim Report 2018 China Investments Holdings Limited 31

33 3. SUMMARY OF EFFECTS OF THE CHANGES IN ACCOUNTING POLICIES (continued) HKFRS 9 Financial Instruments (continued) (ii) Impairment HKFRS 9 requires an impairment on trade receivables, contract assets, other receivables and amounts due from joint ventures and associates that are not accounted for at fair value through profit or loss under HKFRS 9, to be recorded based on an expected credit loss model either on a twelve-month basis or a lifetime basis. The Group applied the simplified approach and recorded lifetime expected losses on its trade receivables and contract assets. The Group applied general approach and recorded twelve-month expected losses on its other receivables and amounts due from joint ventures and associates. The adoption of HKFRS 9 has had no significant impact on the impairment of the financial assets of the Group (ii)

34 3. SUMMARY OF EFFECTS OF THE CHANGES IN ACCOUNTING POLICIES (continued) HKFRS 15 Revenue from Contracts with Customers HKFRS 15 supersedes HKAS 11 Construction Contracts, HKAS 18 Revenue and related Interpretations and it applies to all revenue arising from contracts with customers, unless those contracts are in the scope of other standards. The new standard establishes a five-step model to account for revenue arising from contracts with customers. Under HKFRS 15, revenue is recognised at an amount that reflects the consideration to which an entity expects to be entitled in exchange for transferring goods or services to a customer The standard requires entities to exercise judgement, taking into consideration all of the relevant facts and circumstances when applying each step of the model to contracts with their customers. The standard also specifies the accounting for the incremental costs of obtaining a contract and the costs directly related to fulfilling a contract. The Group adopted HKFRS 15 using the modified retrospective method, which allows the Group to recognise the cumulative effects of initially applying HKFRS 15 as an adjustment to the opening balance of retained earnings at 1 January The Group elected to apply the practical expedient for completed contracts and did not restate the contracts completed before 1 January 2018, thus the comparative figures have not been restated Interim Report 2018 China Investments Holdings Limited 33

35 3. SUMMARY OF EFFECTS OF THE CHANGES IN ACCOUNTING POLICIES (continued) HKFRS 15 Revenue from Contracts with Customers (continued) Revenue recognition Revenue is recognised when or as the control of the asset is transferred to the customer. Depending on the terms of the contract and the laws that apply to the contract, control of the asset may be transferred over time or at a point in time. Control of the asset is transferred over time if the Group s performance: provides all of the benefits received and consumed simultaneously by the customer; creates and enhances an asset that the customer controls as the Group performs; or does not create an asset with an alternative use to the Group and the Group has an enforceable right to payment for performance completed to date. If control of the asset transfers over time, revenue is recognised over the period of the contract by reference to the progress towards complete satisfaction of that performance obligation. Otherwise, revenue is recognised at a point in time when the customer obtains control of the asset. 34

36 3. SUMMARY OF EFFECTS OF THE CHANGES IN ACCOUNTING POLICIES (continued) HKFRS 15 Revenue from Contracts with Customers (continued) Revenue recognition (continued) The progress towards complete satisfaction of the performance obligation is measured based on the Group s efforts or inputs to the satisfaction of the performance obligation, by reference to the contract costs incurred up to the end of reporting period as a percentage of total estimated costs for each contract FINANCIAL RISK MANAGEMENT All aspects of the Group s financial risk management objectives and policies are consistent with those disclosed in the annual financial statements for the year ended 31 December In 2018, there were no significant changes in the business or economic circumstances that affect the fair value of the group s financial assets and financial liabilities. There were no reclassifications of financial assets. 5. REVENUE Revenue represents the gross amounts received and receivable for revenue arising on hotel operation and wellness elderly care business, sale of properties, goods sold by the Group to outside customers, less return and allowances and gross rental income, interest income generated from financial leasing and consultancy fee income for services rendered to outsiders during the period Interim Report 2018 China Investments Holdings Limited 35

37 5. REVENUE (continued) The amount of each significant category of revenue recognised during the period is as follows: 5. Six months ended 30 June HK$ 000 HK$ 000 (unaudited) (unaudited) Food and beverage Service income from hotel operation 2, Rental income from hotel property 2,363 1,030 3,234 3,044 1,483 Rental income from investment properties and properties held for sale Consultancy service income from financial leasing Interest income from financial leasing 307 Sales of properties 10,802 1,827 Service income from wellness elderly care business 1,481 22,576 6,985 36

38 6. SEGMENT INFORMATION For management purposes, the Group is currently organized into four operating divisions financial leasing, hotel operation, property investments and wellness elderly care business. These divisions are the basis on which the Group reports its primary segment information. 6. Principal activities are as follows: Financial leasing Hotel operation Property investments Wellness elderly care business provision of finance lease consulting services and financing services in the PRC hotel ownership and management holding investment properties and properties held for sale comprehensive elderly care services For the property investment operations, the management reviews the financial information of each property investment, hence each property investment constitutes a separate operating segment. However, the properties investment possess similar economic characteristics with similar development and selling activities as well as similar customer bases. Therefore, all properties investment are aggregated into one reportable segment for segment reporting purposes. Interim Report 2018 China Investments Holdings Limited 37