RARE EARTH MAGNESIUM TECHNOLOGY GROUP HOLDINGS LIMITED com.hk

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1 RARE EARTH MAGNESIUM TECHNOLOGY GROUP HOLDINGS LIMITED com.hk

2 DIRECTORS Executive Directors: Shum Sai Chit (Chairman) Chi Bi Fen (Chief Executive Officer) Non-executive Directors: Professor Meng Jian Tam Wai Ho, Samson JP Independent Non-executive Directors: Kwong Ping Man Cheung Sound Poon Kwan Ngai Kit Audit Committee Kwong Ping Man (Chairman) Cheung Sound Poon Kwan Ngai Kit Remuneration Committee Kwong Ping Man (Chairman) Chi Bi Fen Cheung Sound Poon Nomination Committee Shum Sai Chit (Chairman) Kwong Ping Man Kwan Ngai Kit COMPANY SECRETARY Fan Kwok Man, Raymond AUDITORS HLB Hodgson Impey Cheng Limited

3 Clarendon House Church Street Hamilton HM11 Bermuda Estera Management (Bermuda) Limited Canon s Court, 22 Victoria Street Hamilton HM 12 Bermuda PRINCIPAL BANKERS The Hongkong and Shanghai Banking Corporation Limited DBS Bank (Hong Kong) Limited Bank of Communication Co., Ltd REGISTERED OFFICE Clarendon House Church Street Hamilton HM11 Bermuda PRINCIPAL PLACE OF BUSINESS Suite 1105, 11th Floor Tower 6, The Gateway 9 Canton Road Tsim Sha Tsui, Kowloon Hong Kong PRINCIPAL SHARE REGISTRAR AND TRANSFER OFFICE IN BERMUDA Estera Management (Bermuda) Limited Canon s Court, 22 Victoria Street Hamilton HM 12 Bermuda BRANCH SHARE REGISTRAR AND TRANSFER OFFICE IN HONG KONG Tricor Secretaries Limited Level 22, Hopewell Centre 183 Queen s Road East Hong Kong WEBSITE STOCK CODE Rare Earth Magnesium Technology Group Holdings Limited Interim Report 2018

4 RESULTS The board of directors (the Board ) of Rare Earth Magnesium Technology Group Holdings Limited (the Company or REMT ) announces the unaudited condensed consolidated interim results of the Company and its subsidiaries (collectively the Group ) for the six months 2018 ( Review Period ), together with the comparative figures for the corresponding period in 2017 as follows. CONDENSED CONSOLIDATED STATEMENT OF Profit or Loss and other COMPREHENSIVE INCOME Six months Six months Notes (Restated) Continuing operations Revenue 3 795, ,303 Cost of sales (592,973) (365,673) Gross profit 202, ,630 Other income and gains, net 1,516 8,850 Selling and distribution costs (6,924) (7,377) Administrative expenses (25,694) (13,806) Finance costs 4 (35,933) (4,357) Profit before income tax 5 135, ,940 Income tax expenses 6 (30,580) (31,912) Profit for the period from continuing operations 105,050 89,

5 CONDENSED CONSOLIDATED STATEMENT OF Profit or Loss and other COMPREHENSIVE INCOME (continued) Six months Six months Notes (Restated) Discontinued operations (Loss)/profit for the period from discontinued operations 17 (1,234) 194 Profit for the period 103,816 89,222 Other comprehensive (expenses)/ income Other comprehensive (expenses)/ income to be reclassified to profit or loss in subsequent periods: Exchange differences on translating foreign operations (34,013) 50,707 Total comprehensive income for the period 69, ,929 Profit/(loss) for the period attributable to: Owners of the Company from continued operation 105,050 80,936 from discontinued operation (1,193) (273) 103,857 80,663 Non-controlling interests from continued operation 8,092 from discontinued operation (41) 467 (41) 8, ,816 89, Rare Earth Magnesium Technology Group Holdings Limited Interim Report 2018

6 CONDENSED CONSOLIDATED STATEMENT OF Profit or Loss and other COMPREHENSIVE INCOME (continued) Six months Six months Notes (Restated) Total comprehensive income/(expenses) for the period attributable to: Owners of the Company from continued operation 72, ,919 from discontinued operation (2,326) 2,264 69, ,183 Non-controlling interests from continued operation 11,493 from discontinued operation ,746 69, ,929 Earnings per share: From continuing and discontinued operation basic and diluted cents 1.31 cents From continuing operation basic and diluted cents 1.32 cents 7 Details of the dividends are disclosed in note 7 to the condensed financial statements

7 CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION At December 2017 Notes (Audited) NON-CURRENT ASSETS Property, plant and equipment 9 1,558,808 1,588,620 Prepaid land lease payments 55,232 70,565 Intangible assets 44,103 50,463 Mining rights 49,449 50,434 Investments in joint ventures 6,490 Investment in an associate 18 Available-for-sale investments 3,000 Long term deposits 60 Pledged bank deposits 10,159 26,084 Total non-current assets 1,717,751 1,795,734 CURRENT ASSETS Inventories 115, ,941 Trade and bills receivables , ,988 Prepaid land lease payments 1,377 1,876 Prepayments, deposits and other receivables 42, ,832 Amount due from a joint venture 844 Tax recoverable 1,835 Pledged bank deposits 15,593 7,897 Bank and cash balances 160, , , ,067 Assets of a disposal group classified as held for sale ,507 Total current assets 879, , Rare Earth Magnesium Technology Group Holdings Limited Interim Report 2018

8 CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION (continued) At December 2017 Notes (Audited) CURRENT LIABILITIES Trade payables 11 71, ,516 Other payables and accruals 58,540 95,349 Contract liabilities 2,251 Borrowings 12 64,002 83,815 Provision 1,042 Amount due to a non-controlling shareholder of a subsidiary 152 Tax payable 29,331 6, , ,843 Liabilities of a disposal group classified as held for sale ,191 Total current liabilities 436, ,843 NET CURRENT ASSETS 442, ,224 TOTAL ASSETS LESS CURRENT LIABILITIES 2,160,630 2,257,958 NON-CURRENT LIABILITIES Deferred revenue 72,650 73,585 Convertible bond , ,684 Borrowings , ,267 Deferred tax liabilities 19,972 19,972 Amounts due to shareholders , ,206 Total non-current liabilities 965,374 1,134,714 Net assets 1,195,256 1,123,244 EQUITY Capital and reserves attributable to owners of the Company Share capital 657, ,439 Reserves 545, ,641 1,203,032 1,131,080 Non-controlling interests (7,776) (7,836) Total equity 1,195,256 1,123,

9 CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY Attributable to owners of the Company Convertible Capital bonds Share Non- Share Share redemption Special equity option Statutory Merger Other Translation Retained controlling capital premium reserve reserve reserve reserve reserve reserve reserve reserve earnings Total interests Total At 1 January 2018 (Audited) 657,439 1,560, (60,819) 86,548 89,427 (1,500,592) (17,058) 10, ,676 1,131,080 (7,836) 1,123,244 Profit for the period 103, ,857 (41) 103,816 Other comprehensive income (34,114) (34,114) 101 (34,013) Total comprehensive income for the period (34,114) 103,857 69, ,803 Transfer to reserve Equity settled sharebased transactions 2,209 2,209 2,209 At 2018 (unaudited) 657,439 1,560, (60,819) 86,548 2,209 89,427 (1,500,592) (17,058) (23,151) 408,533 1,203,032 (7,776) 1,195,256 At 1 January 2017, as previously report 287, , (60,819) 5,176 16,573 (414,081) 435,767 (7,313) 428,454 Effect of merger of entity under common control 71,892 80,557 (22,234) (117,878) 567, , , ,481 At 1 January 2017 (restated) 287, , (60,819) 71,892 80,557 (17,058) (101,305) 153,891 1,016, ,859 1,158,935 Profit for the period 80,663 80,663 8,559 89,222 Other comprehensive profit 47,520 47,520 3,187 50,707 Total comprehensive profit for the period 47,520 80, ,183 11, ,929 Transfer to reserve 9,766 (9,766) At 2017 (unaudited) 287, , (60,819) 81,658 80,557 (17,058) (53,785) 224,788 1,144, ,605 1,298,864 The special reserve represents the difference between the nominal value of the shares of the acquired subsidiaries and the nominal value of the Company s shares issued for the acquisition at the time of the group reorganisation prior to the listing of the Company s shares in Rare Earth Magnesium Technology Group Holdings Limited Interim Report 2018

10 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS Six months 2018 Six months 2017 (Restated) Operating activities Profit before income tax including discontinued operations 134, ,134 Adjustments for: Finance cost 36,272 4,763 Equity-settled share option expenses 2,209 Share of profits and loss of joint ventures (310) 30 Bank interest income (674) (734) Gain on disposal of items of property, plant and equipment (2,330) Depreciation 37,919 20,298 Amortisation of intangible assets 5,960 Amortisation of mining rights Recognition of prepaid land lease payments Write-down of inventories to net realisable value 5,740 1,460 Reversal of impairment of other receivables (30) 222, ,280 Increase in inventories (18,877) (4,909) Increase in trade receivables (48,547) (119,156) Decrease in other receivables 81,114 27,636 Decrease in long-term deposits Decrease in amounts due from joint ventures (Decrease)/increase in trade payables (13) 98,184 Increase in other payables ,966 Increase in provision for product warranty Cash generated from operations 237, ,415 Overseas taxes paid (5,223) (18,335) Net cash generated from operating activities 231, ,

11 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (continued) Six months 2018 Six months 2017 (Restated) Investing activities Interest received Purchases of property, plant and equipment (134,097) (85,124) Proceeds from disposals of property, plant and equipment 4,592 Decrease in deposit with banks 14,775 Decrease in available-for-sale investments 22,245 Decrease in pledged bank deposits 8,125 7,463 Net cash used in investing activities (125,298) (35,623) Financing activities Finance costs paid (13,233) (4,932) Proceeds from new borrowings 15,000 16,364 Increase in amount due to a non-controlling shareholder of a subsidiary 448 Repayment of borrowings (50,900) (52,917) Decrease in amounts due to shareholders (42,861) (101,101) Net cash used in financing activities (91,546) (142,586) Net increase/(decrease) in cash and cash equivalents 14,952 (37,129) Cash and cash equivalents at the beginning of the period 172, ,574 Effect of foreign exchange rate changes, net (4,450) (2,896) Cash and cash equivalents at the end of the period 183, , Rare Earth Magnesium Technology Group Holdings Limited Interim Report 2018

12 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (continued) Six months 2018 Six months 2017 (Restated) Analysis of balances of cash and cash equivalents Cash and cash equivalents as stated in the condensed consolidated statement of financial position 160, ,549 Cash and cash equivalents included in as assets of a disposal group classified as held for sale 22, , ,

13 NOTES TO THE CONDENSED consolidated FINANCIAL STATEMENTS 1. BASIS OF PREPARATION The condensed consolidated financial statements are unaudited and have been prepared in accordance with Hong Kong Accounting Standard ( HKAS ) 34 Interim Financial Reporting issued by the Hong Kong Institute of Certified Public Accountants ( HKICPA ) and the applicable disclosure requirements of Appendix 16 to the main Board Listing Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the Listing Rules ). 2. PRINCIPAL ACCOUNTING POLICIES The Group has adopted the following revised HKFRSs for the first time for the current period s unaudited interim condensed consolidated financial statements HKFRS 9 HKFRS 15 HK(IFRIC)-Int 22 Amendments to HKFRS 2 Amendments to HKFRS 4 Amendments to HKAS 28 Amendments to HKAS 40 Financial Instruments Revenue from Contracts with Customers and the related Amendments Foreign Currency Transactions and Advance Consideration Classification and Measurement of Share-based Payment Transactions Applying HKFRS 9 Financial Instruments with HKFRS 4 Insurance Contracts As part of the Annual Improvements to HKFRSs Cycle Transfers of Investment Property The new and amendments to HKFRSs have been applied in accordance with the relevant transition provisions in the respective standards and amendments which results in changes in accounting policies, amounts reported and/or disclosures as described below. 12 Rare Earth Magnesium Technology Group Holdings Limited Interim Report 2018

14 NOTES TO THE CONDENSED consolidated FINANCIAL STATEMENTS (continued) 2. PRINCIPAL ACCOUNTING POLICIES (continued) 2.1 Impacts and changes in accounting policies of application on HKFRS 15 Revenue from Contracts with Customers The Group has applied HKFRS 15 for the first time in the current interim period. HKFRS 15 superseded HKAS 18 Revenue, HKAS 11 Construction Contracts and the related interpretations. The Group recognises revenue from the following major sources: Revenue from sale of goods Interest income Dividend income Rental income Service fee income The Group has applied HKFRS 15 retrospectively with the cumulative effect of initially applying this standard recognised at the date of initial application, 1 January Furthermore, in accordance with the transition provisions in HKFRS 15, the Group has elected to apply the standard retrospectively only to contracts that are not completed at 1 January 2018 and has used the practical expedient for all contract modifications that occurred before the date of initial application, the aggregate effect of all of the modifications was reflected as the date of initial application. Accordingly, certain comparative information may not be comparable as comparative information was prepared under HKAS 18 Revenue and HKAS 11 Construction Contracts and the related interpretations

15 NOTES TO THE CONDENSED consolidated FINANCIAL STATEMENTS (continued) 2. PRINCIPAL ACCOUNTING POLICIES (continued) 2.1 Impacts and changes in accounting policies of application on HKFRS 15 Revenue from Contracts with Customers (continued) Key changes in accounting policies resulting from application of HKFRS 15 HKFRS 15 introduces a 5-step approach when recognising revenue: Step 1: Identify the contract(s) with a customer Step 2: Identify the performance obligations in the contract Step 3: Determine the transaction price Step 4: Allocate the transaction price to the performance obligations in the contract Step 5: Recognise revenue when (or as) the Group satisfies a performance obligation. Under HKFRS 15, the Group recognises revenue when (or as) a performance obligation is satisfied, i.e. when control of the goods or services underlying the particular performance obligation is transferred to the customer. A performance obligation represents a good and service (or a bundle of goods or services) that is distinct or a series of distinct goods or services that are substantially the same. Control is transferred over time and revenue is recognised over time by reference to the progress towards complete satisfaction of the relevant performance obligation if one of the following criteria is met the customer simultaneously receives and consumes the benefits provided by the Group s performance as the Group performs; the Group s performance creates and enhances an asset that the customer controls as the Group performs; or the Group s performance does not create an asset with an alternative use to the Group and the Group has an enforceable right to payment for performance completed to date. Otherwise, revenue is recognised at a point in time when the customer obtains control of the distinct good or service. A contract asset represents the Group s right to consideration in exchange for goods or services that the Group has transferred to a customer that is not yet unconditional. It is assessed for impairment in accordance with HKFRS 9. In contrast, a receivable represents the Group s unconditional right to consideration, i.e. only the passage of time is required before payment of that consideration is due. A contract liability represents the Group s obligation to transfer goods or services to a customer for which the Group has received consideration (or an amount of consideration is due) from the customer. 14 Rare Earth Magnesium Technology Group Holdings Limited Interim Report 2018

16 ,745, ECL NOTES TO THE CONDENSED consolidated FINANCIAL STATEMENTS (continued) 2. PRINCIPAL ACCOUNTING POLICIES (continued) 2.1 Impacts and changes in accounting policies of application on HKFRS 15 Revenue from Contracts with Customers (continued) Impacts of application on HKFRS 15 The Group's business model is straight forward and its contracts with customers for the sale of magnesium products and electronic products (presented as discontinued operation during the period 2018) include only single performance obligation. The Group has concluded that revenue from sale should be recognised at the point in time when a customer obtains control. The Group has concluded that the initial application of HKFRS 15 does not have a significant impact on the Group's revenue recognition. The Group has been impacted by HKFRS 15 in relation to the presentation of contract liabilities. The initial application of HKFRS 15 recognised the opening balance of contract liabilities of HK$10,745,000 which is related to receipts in advance and previously include in accrual and other payables. The comparative information is not restated. 2.2 Impacts and changes in accounting policies of application on HKFRS 9 Financial Instruments In the current period, the Group has applied HKFRS 9 Financial Instruments and the related consequential amendments to other HKFRSs. HKFRS 9 introduces new requirements for 1)the classification and measurement of financial assets and financial liabilities, 2) expected credit losses ( ECL ) for financial assets and 3) general hedge accounting. The Group has applied HKFRS 9 in accordance with the transition provisions set out in HKFRS 9. i.e. applied the classification and measurement requirements (including impairment) retrospectively to instruments that have not been derecognised as at 1 January 2018 (date of initial application) with the cumulative effect of initial application recognised at the date of initial application and has not applied the requirements to instruments that have already been derecognised as at 1 January Accordingly, certain comparative information may not be comparable as comparative information was prepared under HKAS 39 Financial Instruments: Recognition and Measurement

17 FVTOCI FVTOCI FVTOCI 9 NOTES TO THE CONDENSED consolidated FINANCIAL STATEMENTS (continued) 2. PRINCIPAL ACCOUNTING POLICIES (continued) 2.2 Impacts and changes in accounting policies of application on HKFRS 9 Financial Instruments (continued) Key changes in accounting policies resulting from application of HKFRS 9 Classification and measurement of financial assets Trade receivables arising from contracts with customers are initially measured in accordance with HKFRS 15. All recognised financial assets that are within the scope of HKFRS 9 are subsequently measured at amortised cost or fair value, including unquoted equity investments measured at cost less impairment under HKAS 39. Debt instruments that meet the following conditions are subsequently measured at amortised cost: the financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Equity instruments designated as at FVTOCI At the date of initial application/initial recognition, the Group may make an irrevocable election (on an instrumentby-instrument basis) to designate investments in equity instruments as at fair value through other comprehensive income ( FVTOCI ). Investments in equity instruments at FVTOCI are initially measured at fair value plus transaction costs. Subsequently, they are measured at fair value with gains and losses arising from changes in fair value recognised in other comprehensive income; and are not subject to impairment assessment. The cumulative gain or loss accumulated in fair value through other comprehensive income reserve will not be reclassified to profit or loss on disposal of the equity investments, and will be transferred to retained profits. Dividends on these investments in equity instruments are recognised in profit or loss when the Group s right to receive the dividends is established in accordance with HKFRS 9, unless the dividends clearly represent a recovery of part of the cost of the investment. Dividends are included in the other income line item in profit or loss. 16 Rare Earth Magnesium Technology Group Holdings Limited Interim Report 2018

18 ECL 9 ECL ECL ECL ECL 12 ECL12 ECL 12 ECL ECL ECL ECL 12 ECL ECL ECL NOTES TO THE CONDENSED consolidated FINANCIAL STATEMENTS (continued) 2. PRINCIPAL ACCOUNTING POLICIES (continued) 2.2 Impacts and changes in accounting policies of application on HKFRS 9 Financial Instruments (continued) Key changes in accounting policies resulting from application of HKFRS 9 (continued) Impairment under ECL model The Group recognises a loss allowance for ECL on financial assets which are subject to impairment under HKFRS 9 (including trade and bills receivables, other receivables). The amount of ECL is updated at each reporting date to reflect changes in credit risk since initial recognition. Lifetime ECL represents the ECL that will result from all possible default events over the expected life of the relevant instrument. In contrast, 12-month ECL ( 12m ECL ) represents the portion of lifetime ECL that is expected to result from default events that are possible within 12 months after the reporting date. Assessment are done based on the Group s historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current conditions at the reporting date as well as the forecast of future conditions. The Group always recognises lifetime ECL for trade receivables. The ECL on these assets are assessed collectively using a provision matrix with appropriate groupings. For all other instruments, the Group measures the loss allowance equal to 12m ECL, unless when there has been a significant increase in credit risk since initial recognition, the Group recognises lifetime ECL. The assessment of whether lifetime ECL should be recognised is based on significant increases in the likelihood or risk of a default occurring since initial recognition

19 NOTES TO THE CONDENSED consolidated FINANCIAL STATEMENTS (continued) 2. PRINCIPAL ACCOUNTING POLICIES (continued) 2.2 Impacts and changes in accounting policies of application on HKFRS 9 Financial Instruments (continued) Key changes in accounting policies resulting from application of HKFRS 9 (continued) Significant increase in credit risk In assessing whether the credit risk has increased significantly since initial recognition, the Group compares the risk of a default occurring on the financial instrument as at the reporting date with the risk of a default occurring on the financial instrument as at the date of initial recognition. In making this assessment, the Group considers both quantitative and qualitative information that is reasonable and supportable, including historical experience and forward-looking information that is available without undue cost or effort. In particular, the following information is taken into account when assessing whether credit risk has increased significantly: an actual or expected significant deterioration in the financial instrument s external (if available) or internal credit rating; significant deterioration in external market indicators of credit risk, e.g. a significant increase in the credit spread, the credit default swap prices for the debtor; existing or forecast adverse changes in business, financial or economic conditions that are expected to cause a significant decrease in the debtor s ability to meet its debt obligations; an actual or expected significant deterioration in the operating results of the debtor; an actual or expected significant adverse change in the regulatory, economic, or technological environment of the debt or that results in a significant decrease in the debtor s ability to meet its debt obligations. Irrespective of the outcome of the above assessment, the Group presumes that the credit risk has increased significantly since initial recognition when contractual payments are more than 30 days past due, unless the Group has reasonable and supportable information that demonstrates otherwise. The Group considers that default has occurred when the instrument is more than 90 days past due unless the Group has reasonable and supportable information to demonstrate that a more lagging default criterion is more appropriate. 18 Rare Earth Magnesium Technology Group Holdings Limited Interim Report 2018

20 ECL ECL ECL NOTES TO THE CONDENSED consolidated FINANCIAL STATEMENTS (continued) 2. PRINCIPAL ACCOUNTING POLICIES (continued) 2.2 Impacts and changes in accounting policies of application on HKFRS 9 Financial Instruments (continued) Key changes in accounting policies resulting from application of HKFRS 9 (continued) Measurement and recognition of ECL The measurement of ECL is a function of the probability of default, loss given default (i.e. the magnitude of the loss if there is a default) and the exposure at default. The assessment of the probability of default and loss given default is based on historical data adjusted by forwardlooking information. Generally, the ECL is estimated as the difference between all contractual cash flows that are due to the Group in accordance with the contract and all the cash flows that the Group expects to receive, discounted at the effective interest rate determined at initial recognition. Interest income is calculated based on the gross carrying amount of the financial asset unless the financial asset is credit impaired, in which case interest income is calculated based on amortised cost of the financial asset. The Group recognises an impairment gain or loss in profit or loss for all financial instruments by adjusting their carrying amount, with the exception of trade and bills receivables and other receivables where the corresponding adjustment is recognised through a loss allowance account. As at 1 January 2018, the Directors reviewed and assessed the Group s existing financial assets for impairment using reasonable and supportable information that is available without undue cost or effort in accordance with the requirements of HKFRS 9 and no material impact to the Group s financial statements is identified

21 ECL NOTES TO THE CONDENSED consolidated FINANCIAL STATEMENTS (continued) 2. PRINCIPAL ACCOUNTING POLICIES (continued) 2.2 Impacts and changes in accounting policies of application on HKFRS 9 Financial Instruments (continued) Summary of effects arising from initial application of HKFRS 9 The table below illustrates the classification and measurement (including impairment) of financial assets and financial liabilities and other items subject to ECL under HKFRS 9 and HKAS 39 at the date of initial application, 1 January FVTOCI Equity Available- instruments for-sale at FVTOCI Notes Closing balance at 31 December 2017 HKAS 39 3,000 Effect arising from initial application of HKFRS 9: Reclassification from available-for-sale investments (a) (3,000) 3,000 Opening balance at 1 January , Rare Earth Magnesium Technology Group Holdings Limited Interim Report 2018

22 NOTES TO THE CONDENSED consolidated FINANCIAL STATEMENTS (continued) 2. PRINCIPAL ACCOUNTING POLICIES (continued) 2.2 Impacts and changes in accounting policies of application on HKFRS 9 Financial Instruments (continued) Summary of effects arising from initial application of HKFRS 9 (continued) (a) FVTOCI (a) From AFS equity investments to FVTOCI OCI 3,000, ,000,000 FVTOCI The Group elected to present in OCI for the fair value changes of all its equity investments previously classified as available-for-sale, of which HK$3,000,000 related to unquoted equity investments previously measured at cost less impairment. These investments are not held for trading and not expected to be sold in the foreseeable future. At the date of initial application of HKFRS 9, HK$3,000,000 were reclassified from available-for-sale investments to equity instruments at FVTOCI. Except as described above, the application of amendments to HKFRSs in the current interim period has had no material effect on the amounts reported and/or disclosures set out in these condensed consolidated financial statements

23 NOTES TO THE CONDENSED consolidated FINANCIAL STATEMENTS (continued) 2. PRINCIPAL ACCOUNTING POLICIES (continued) 2.3 Impacts on opening condensed consolidated statement of financial position arising from the application of all new standards As a result of the changes in the entity s accounting policies above, the opening condensed consolidated statement of financial position had to be restated. The following table show the adjustments recognised for each individual line item December 2017 HKFRS 15 HKFRS 9 1 January 2018 (Audited) (Restated) NON-CURRENT ASSETS Property, plant and equipment 1,588,620 1,588,620 Prepaid land lease payments 70,565 70,565 Intangible assets 50,463 50,463 Mining rights 50,434 50,434 Investments in joint ventures 6,490 6,490 Investment in an associate Available-for-sale investments 3,000 (3,000) Long term deposits Equity instruments at fair value through other comprehensive Income 3,000 3,000 Pledged bank deposits 26,084 26,084 Total non-current assets 1,795,734 1,795,734 CURRENT ASSETS Inventories 151, ,941 Trade and bills receivables 296, ,988 Prepaid land lease payments 1,876 1,876 Prepayments, deposits and other receivables 128, ,832 Amount due from a joint venture Tax recoverable 1,835 1,835 Pledged bank deposits 7,897 7,897 Bank and Cash balances 172, ,854 Total current assets 763, , Rare Earth Magnesium Technology Group Holdings Limited Interim Report 2018

24 NOTES TO THE CONDENSED consolidated FINANCIAL STATEMENTS (continued) 2. PRINCIPAL ACCOUNTING POLICIES (continued) 2.3 Impacts on opening condensed consolidated statement of financial position arising from the application of all new standards (continued) December 2017 HKFRS 15 HKFRS 9 1 January 2018 (Audited) (Restated) CURRENT LIABILITIES Trade payables 113, ,516 Other payables and accruals 95,349 (10,745) 84,604 Contract liabilities 10,745 10,745 Borrowings 83,815 83,815 Provision 1,042 1,042 Amount due to a non-controlling shareholder of a subsidiary Tax payable 6,969 6,969 Total current liabilities 300, ,843 NET CURRENT ASSETS 462, ,224 TOTAL ASSETS LESS CURRENT LIABILITIES 2,257,958 2,257,958 NON-CURRENT LIABILITIES Deferred revenue 73,585 73,585 Convertible bond 318, ,684 Borrowings 378, ,267 Deferred tax liabilities 19,972 19,972 Amounts due to shareholders 344, ,206 Total non-current liabilities 1,134,714 1,134,714 Net assets 1,123,244 1,123,244 EQUITY Capital and reserves attributable to owners of the Company Share capital 657, ,439 Reserves 473, ,641 1,131,080 1,131,080 Non-controlling interests (7,836) (7,836) Total equity 1,123,244 1,123,

25 3. NOTES TO THE CONDENSED consolidated FINANCIAL STATEMENTS (continued) 3. SEGMENT INFORMATION The Group s primary format for reporting segment information is business segment. (unaudited) Continuing operations Magnesium products Corporate and others Consolidated Discontinued operation Segment revenue: Revenue from external customers 795, , ,723 Segment results 174,854 (3,900) 170,954 (1,270) Reconciliation: Interest income Finance costs (35,933) (339) Share of profit of joint ventures 310 Profit/(loss) before income tax 135,630 (1,234) Income tax expenses (30,580) Profit/(loss) for the period 105,050 (1,234) At 2018 (unaudited) Segment assets 2,161,494 2,161, ,828 Reconciliation: Unallocated assets 186,429 25,679 Total assets 2,347, ,507 Segment liabilities 507, ,663 76,069 Reconciliation: Unallocated liabilities 683, ,122 Total liabilities 1,190, , Rare Earth Magnesium Technology Group Holdings Limited Interim Report 2018

26 3. NOTES TO THE CONDENSED consolidated FINANCIAL STATEMENTS (continued) 3. SEGMENT INFORMATION (continued) For the six months 2017 (unaudited) Continuing operations Magnesium products Corporate and others Consolidated Discontinued operation Segment revenue: Revenue from external customers 503, , ,793 Segment results 126,147 (1,534) 124, Reconciliation: Interest income Finance costs (4,357) (406) Share of profit of joint ventures (30) Profit before income tax 120, Income tax expenses (31,912) Profit for the period 89, At 31 December 2017 (audited) Segment assets 2,112,592 2,112, ,374 Reconciliation: Unallocated assets 182,255 27,580 Total assets 2,294, ,954 Segment liabilities 507,678 6, , ,249 Reconciliation: Unallocated liabilities 698, ,123 Total liabilities 1,212, ,

27 4. NOTES TO THE CONDENSED consolidated FINANCIAL STATEMENTS (continued) 4. FINANCE COSTS Six months 2018 Six months 2017 (Restated) Interest on bank and other borrowings wholly repayable within five years 12,948 4,357 Interest on bank and other borrowings wholly repayable after five years 3,912 Interest on convertible bonds 22,985 35,933 8,269 Less: Amount capitalised in the cost of qualifying asset (3,912) 35,933 4, PROFIT BEFORE INCOME TAX Six months 2018 Six months 2017 (Restated) The Group s profit before income tax has been arrived at after charging/(crediting): Depreciation 34,947 16,652 Amortisation of intangible assets 5,960 Amortisation of mining rights Amortisation of prepaid land lease payments Bank interest income Rare Earth Magnesium Technology Group Holdings Limited Interim Report 2018

28 6. NOTES TO THE CONDENSED consolidated FINANCIAL STATEMENTS (continued) 6. INCOME TAX EXPENSES Six months 2018 Six months 2017 (Restated) The Group: PRC Enterprise Income Tax 30,580 31, ,050,000 80,936,000 1,193, ,000 6,574,390,058 6,144,310,038 3,269,919, DIVIDEND The Board does not recommend any payment of interim dividend to shareholders for the six months 2018 ( 2017: Nil). 8. EARNINGS PER SHARE ATTRIBUTABLE TO ORDINARY EQUITY HOLDERS OF THE COMPANY The calculation of the basic earnings per share amount is based on the profit for the period from continuing operations attributable to ordinary equity holders of the Company of HK$105,050,000 (2017 (restated): HK$80,936,000), the loss for the period from discontinued operations of HK$1,193,000 (2017: HK$273,000) and the weighted average number of ordinary shares of 6,574,390,058 (2017 (restated): 6,144,310,038) during the period. The weighted average number of ordinary shares for the six months 2017 is adjusted as if the 3,269,919,980 shares issued for the acquisition of Fullocean Group under common control had been outstanding throughout the entire reporting period. Diluted earnings per share for the six months 2018 was the same as the basic earnings per share as the convertible bonds and share options outstanding had anti-dilutive effects on the basic earnings per share. The Group had no potentially dilutive ordinary shares in issue during the six months ,097,000 85,124, PROPERTY, PLANT AND EQUIPMENT During the six months 2018, the Group had acquired property, plant and equipment amounted to HK$134,097,000 ( 2017 (restated): HK$85,124,000)

29 10. NOTES TO THE CONDENSED consolidated FINANCIAL STATEMENTS (continued) 10. TRADE AND BILLS RECEIVABLES December 2017 (Audited) Trade receivables 269, ,334 Provision for impairment (17,483) 269, ,851 Bill receivables 24,348 8, , , The Group allows an credit period of not more than 180 days to its trade customers. The following is an aged analysis of trade receivables, based on invoice date: December 2017 (Audited) days 247, , days 20,597 46, Over 90 days 1,313 53, , , TRADE PAYABLES The following is an aged analysis of trade payables, based on invoice date: December 2017 (Audited) days 64,192 50, days 3,421 7, Over 90 days 3,872 54,817 71, , Rare Earth Magnesium Technology Group Holdings Limited Interim Report 2018

30 12. NOTES TO THE CONDENSED consolidated FINANCIAL STATEMENTS (continued) 12. BORROWINGS December 2017 Note (Audited) Bank borrowings (i) 124, ,788 Other borrowings (ii) 288, , , ,082 Borrowings: Wthin one year or on demand 64,002 83,815 More than one year but not exceeding five years 349, ,387 More than five years 6, , ,082 Less: Amounts shown under current liabilities (64,002) (83,815) Amounts shown under non-current liabilities 349, ,267 Borrowings: Secured 253, ,768 Unsecured 160, , , ,

31 12. NOTES TO THE CONDENSED consolidated FINANCIAL STATEMENTS (continued) 12. BORROWINGS (continued) Notes: (a) (a) As at 2018, the Group s bank loans are secured by: (i) (ii) 124,863, ,401, ,959, ,732,000 25,000,000 25,000,000 27,000, % 128,571, ,980,000 (i) (ii) Alpha Sino International LimitedAlpha Sino (iii) 25,752,000 33,981,000 20,472, ,306,000 7% 7.05% (i) Secured borrowing of approximately HK$124,863,000 (31 December 2017: HK$136,401,000) were guaranteed by the corporate guarantee of a fellow subsidiary and pledged building and property, plant and equipment and prepaid land lease payments of approximately HK$152,959,000 (31 December 2017: HK$161,732,000). (ii) Pursuant to a loan agreement entered into by a whollyowned subsidiary of the Company and International Finance Corporation ( IFC ) on 30 May 2014, IFC had granted a loan of US$25,000,000 to the subsidiary. The agreement was am and restated on 7 December 2015 with increase in the loan granted from US$25,000,000 to US$27,000,000. The loan bears interest at LIBOR plus 3.5% per annum and the amounts due are based on the scheduled repayment dates set out in the loan agreement. The loan granted by IFC of approximately HK$128,571,000 (31 December 2017: HK$148,980,000) was secured by (i) corporate guarantee given by Century Sunshine Group Holdings Limited; and (ii) pledged of shares in Century Sunshine Group Holdings Limited as owned by Alpha Sino International Limited ( Alpha Sino ), the substantial shareholder; (iii) deposit with banks of approximately HK$25,752,000 (31 December 2017: HK$33,981,000) As at 2018, the Company has issued bond with the outstanding amount of US$20,472,000 (equivalent to HK$160,306,000 for cash. The bond bear an interest of 7% per annum payable in arrear semi-annually. The maturity date of the bond is 11 August 2020 unless early redeemed. The effective interest rate of the bond is 7.05% per annum. 30 Rare Earth Magnesium Technology Group Holdings Limited Interim Report 2018

32 13. Sure Sino Global Limited Sure Sino 4% 420,000,000 14% 0.40 NOTES TO THE CONDENSED consolidated FINANCIAL STATEMENTS (continued) 13. Convertible Bond On 30 November 2017, as part of consideration for the acquisition of the Fullocean Group, the Company has issued convertible bonds which bear an interest of 4% per annum payable in arrear semiannually with aggregate principal amount of HK$420,000,000 pursuant to the sale and purchase agreement entered into by Capital Idea Investments Limited ( CIIL ), Sure Sino Global Limited ( Sure Sino ), Century Sunshine Group Holdings Limited and the Company. According to the Group s accounting policy, the convertible bonds are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument. Conversion option that will be settled by the exchange of a fixed amount of cash or another financial asset for a fixed number of the Company s own equity instruments is an equity instrument. The fair value of the liability component is estimated using the prevailing market interest rate for similar non-convertible instruments. The fair value assessment of the convertible bonds was performed by an independent professional valuer. The equity element is presented in equity under the heading of convertible bond equity reserve. The effective interest rate of the liability element on initial recognition is 14% per annum. The convertible bonds entitle the bondholder to convert to shares at a conversion price of HK$0.40. The maturity date of the Convertible Bonds is the 3 year from the date of issue. Conversion may occur at any time before maturity date of the Convertible Bonds. The Company will redeem the convertible bonds if the bonds have not been converted on maturity date. For more details of the terms of convertible bonds, please refer to the circular dated on 26 October The liability component of convertible bond recognised in the statement of consolidated financial position was calculated as follow: Fair value of the convertible bond issued on 30 November ,000 Equity component (103,650) Liability component on initial recognition and amortised cost as 30 November ,350 Amortised cost as at 1 January ,684 Effective interest expenses charged 22,984 Interest expenses payable (6,968) As at ,

33 NOTES TO THE CONDENSED consolidated FINANCIAL STATEMENTS (continued) 14. AMOUNTS DUE TO SHAREHOLDERS The amounts due to shareholders are unsecured, non-interest-bearing and have no fixed terms of repayment. 15. COMMITMENTS December 2017 (Audited) Contracted, but not provided for: Property, plant and equipment 27,279 11, , ,000 95,000 95, RELATED PARTY TRANSACTION During the six months 2018, the sales of products to a joint venture (from discontinued operations) amounts to HK$479,000 ( 2017: HK$929,000). During the six months 2018, the compensation to key management amounts to HK$95,000 ( 2017: HK$95,000) representing director s remuneration. 17. Discontinued operation At the end of June 2018, the board of the Company decided to disposal the electronic product business due to its weak profitability. The disposal was completed at the end of July The (loss)/profit for the year from discontinued operations is set out below. The comparative figures in the consolidated statement of profit or loss have been restated to represent the electronic product business as a discontinued operation. 32 Rare Earth Magnesium Technology Group Holdings Limited Interim Report 2018

34 17. NOTES TO THE CONDENSED consolidated FINANCIAL STATEMENTS (continued) 17. Discontinued operation (continued) Analysis of the results of the discontinued operations are set out below: Six months 2018 Six months 2017 Revenue 158, ,793 Cost of sales (131,892) (114,088) Gross profit 26,831 28,705 Other gains or losses, net 7,927 7,409 Selling and distribution costs (10,028) (9,296) Administrative expenses (17,848) (17,321) Research and development expenses (8,087) (8,867) Share of profits and losses of joint ventures 310 (30) Finance costs (339) (406) (Loss)/profit before income tax (1,234) 194 Income tax expenses (Loss)/profit for the period (1,234) 194 Other comprehensive (expenses)/income Other comprehensive (expenses)/income to be reclassified to profit or loss in subsequent periods: Exchange differences on transaction of foreign operations (1,032) 2,323 Total comprehensive (expenses)/income for the period (2,266) 2,517 (Loss)/profit for the period attributable to: Owners of the Company (1,193) (273) Non-controlling interest (41) 467 (1,234) 194 Total comprehensive (expenses)/income for the period attributable to : Owners of the Company (2,326) 2,264 Non-controlling interest (2,266) 2,517 Loss per share: From discontinued operation Basic and diluted (HK cents) (0.018) (0.004)

35 17. NOTES TO THE CONDENSED consolidated FINANCIAL STATEMENTS (continued) 17. Discontinued operation (continued) The major classes of assets and liabilities of the discontinued operations classified as held for sale as at 2018 are as follow: 2018 Assets Land use right 13,928 Property, plant and equipment 102,001 Long term deposits 21 Investments in joint ventures 6,793 Investment in an associate 18 Equity instruments at fair value through other comprehensive income 3,000 Inventories 47,359 Trade and bills receivables 46,469 Prepayments, deposits and other receivables 6,841 Amount due from a joint venture 398 Bank and cash balances 22,679 Assets classified as held for sale 249,507 Liabilities Trade payables 40,764 Accruals and other payables 35,304 Income tax payable 123 Borrowings 15,000 Amount due to a shareholder 120,000 Liabilities classified as held for sale 211,191 Net assets directly associated with the disposal group 38, Rare Earth Magnesium Technology Group Holdings Limited Interim Report 2018

36 17. NOTES TO THE CONDENSED consolidated FINANCIAL STATEMENTS (continued) 17. Discontinued operation (continued) (Loss)/profit before taxation from discontinued operations is arrived at after charging the following: Six months 2018 Six months 2017 Wages and salaries 41,514 37,671 Payment to defined contribution retirement plans 2,704 2,319 Total staff costs 44,218 39,990 Depreciation and amortisation 3,214 3,883 Cost of inventories recognized as an expense 151, ,088 Provision for inventories 5,740 1,460 Product warranty provision Research and development expenses: Current period expenditure 8,087 8,867 Analysis of the cash flow of discontinued operations is as follows: Six months 2018 Six months 2017 Net cash generated from operating activities 5,658 5,126 Net cash (used in)/generated from investing activities (984) 3,928 Net cash used in financing activities (6,278) (5,327) Net cash (outflow)/inflow (1,604) 3,

37 17. NOTES TO THE CONDENSED consolidated FINANCIAL STATEMENTS (continued) 17. Discontinued operation (continued) The calculations of basic and diluted earnings per share from the discontinued operation are based on: Six months 2018 Six months Loss attributable to ordinary equity holders of the parent from the discontinued operation (1,193) (273) Weighted average number of ordinary shares in issue during the period in the basic earnings per share calculation (Note 8) 6,574,390,058 6,144,310,038 Weighted average number of ordinary shares used in the diluted earnings per share calculation (Note 8) 6,574,390,058 6,144,310, APPLICATION OF MERGER ACCOUNTING Sure Sino Global Limited Ming Xin Developments Limited 99.5% 0.5% 100% 5 During the year 31 December 2017, the Company and its wholly-owned subsidiary Sure Sino Global Limited entered into the sale and purchase agreement with Capital Idea Investments Limited and Ming Xin Developments Limited which are both the whollyowned subsidiaries of Century Sunshine Group Holdings Limited for the 99.5% effective interest in Fullocean Limited and entered another sale and purchase agreement with an independent third party, Win Union Limited for the remaining 0.5% effective interest in Fullocean Limited. Upon the completion, the Group have acquired 100% interest in the Fullocean Group. The consideration for the acquisition is to be satisfied by the issue of the Company s ordinary shares and convertible bond by the Company. The acquisition was completed on 30 November The Group has applied the merger accounting method in accordance with the Accounting Guideline 5 Merger Accounting for Common Control Combinations issued by the HKICPA in the preparation of financial statements. The comparative amounts have been restated accordingly as if the business of the Company had always been carried out by the Group. 36 Rare Earth Magnesium Technology Group Holdings Limited Interim Report 2018

38 NOTES TO THE CONDENSED consolidated FINANCIAL STATEMENTS (continued) 18. APPLICATION OF MERGER ACCOUNTING (continued) The effects of the application of merger accounting and restatement arising from discontinued operations (see note 17) on the consolidated statement of profit or loss and other comprehensive income for the six months 2017 are as follows: For the six months 2017 as previously reported Adjustment for the combination using merger accounting Adjustment for the discontinued operations For the six months 2017 as restated 17 (Note 17) Continued operations Revenue 253, ,146 (142,793) 503,303 Cost of sales (220,473) (259,288) 114,088 (365,673) Gross profit 33, ,858 (28,705) 137,630 Other income and gains, net 12,678 3,581 (7,409) 8,850 Selling and distribution expenses (13,298) (3,375) 9,296 (7,377) Administrative expenses (23,693) (7,434) 17,321 (13,806) Research and development expenses (8,867) 8,867 Finance costs (406) (4,357) 406 (4,357) Share of profits and losses of Joint ventures (30) 30 (Loss)/profit before income tax (139) 121,273 (194) 120,940 Income tax expense (31,912) (31,912) (Loss)/profit for the period for continuing operations (139) 89,361 (194) 89,028 Discontinued operation 16 Profit for the period (note 16) (Loss)/profit for the period (139) 89,361 89,222 Other comprehensive income Other comprehensive income to be reclassified to profit or loss in subsequent periods: Exchange differences on translation of foreign operations 13,144 37,563 50,707 Total comprehensive income for the period 13, , ,

39 18. NOTES TO THE CONDENSED consolidated FINANCIAL STATEMENTS (continued) 18. APPLICATION OF MERGER ACCOUNTING (continued) For the six months 2017 as previously reported Adjustment for the combination using merger accounting Adjustment for the discontinued operations For the six months 2017 as restated 17 (Note 17) (Loss)/profit for the period attributable to: Owners of the Company from continued operation (606) 81, ,936 from discontinued operation (273) (273) Non-controlling interests from continued operation 467 8,092 (467) 8,092 from discontinued operation Total comprehensive income/ (expenses) for the period attributable to: Owners of the Company (139) 89,361 89,222 from continued operation 12, ,431 (2,264) 125,919 from discontinued operation 2,264 2,264 Non-controlling interests from continued operation ,493 (253) 11,493 from discontinued operation (Loss)/earnings per share attributable to ordinary equity holders of the Company 13, , ,929 Basic and diluted (HK cents) from continued operation (0.021 cents ) (1.330 cents ) cents cents from discontinued operation (0.004 cents ) (0.004 cents ) 38 Rare Earth Magnesium Technology Group Holdings Limited Interim Report 2018

40 18. NOTES TO THE CONDENSED consolidated FINANCIAL STATEMENTS (continued) 18. APPLICATION OF MERGER ACCOUNTING (continued) The effects of the application of merger accounting on the consolidated statement of cash flows for the six months 30 June 2017 are summarised below: For the six months 2017 as previously reported Adjustment for the combination using merger accounting For the six months 2017 as restated Net cash (used in)/generated from operating activities (11,484) 152, ,080 Net cash generated from investing activities (52,327) 16,704 (35,623) Net cash used in financing activities (5,327) (137,259) (142,586) Net increase in cash and cash equivalents (69,138) 32,009 (37,129) Cash and cash equivalent at the beginning of the period 137,757 44, ,574 Effect of foreign exchange rate changes, net 1,482 (4,378) (2,896) Cash and cash equivalent at the end of the period 70,101 72, ,

41 795,638,000 58% 16.4% 103,816,000 MANAGEMENT DISCUSSION AND ANALYSIS Business Review During the Review Period, the magnesium production of the Group contributed HK$795,638,000 to the revenue of the Group, representing a year-on-year growth of 58%, which drove an increase of 16.4% in profit to HK$103,816,000. In July 2018, the Group has also officially changed its name to Rare Earth Magnesium Technology Group Holdings Limited, indicating the commencement of the milestone with its focus on magnesium products business and commitment to becoming the world-leading magnesium technology platform in the industry. Enhancement of production technology The Group continued to increase its investment in technological transformation and upgrade of its production lines since its acquisition of the magnesium business of its parent Century Sunshine Group Holdings Limited ( Century Sunshine ) in 2017, while enhancing both product quality and output. During the Review Period, the newly built production lines equipped with vertical retorts and advanced technology in Xinjiang production base have officially commenced operation. The advanced technology using vertical retorts for magnesium smelting is the leading innovative technology for the current magnesium smelting industry. It features with the vertical installation of retorts inside the furnace, where material is inserted from the top and slag is produced at the bottom by gravity, and the installation of appropriate mechanical equipment to facilitate automatization control, realizing material inserts by machines and automatic slag discharge. In parallel with these, the residual heat contained in the slag is utilized to preheat material, and energy-saving and environmentally friendly regenerative reduction furnace suitable for vertical retorts is adopted. Within the context of the technology in use, various benefits are delivered, including more efficient energy saving, better environmental protection and production efficiency, less labor and the automotive production of magnesium smelting. The technology, being the cutting-edge technology for magnesium production process, provides a new driver for the Group s high-quality products development. The Group will continue to use its best endeavors to upgrade its technology for the magnesium industry in the future, leading the industry to enter a new era of development. 40 Rare Earth Magnesium Technology Group Holdings Limited Interim Report 2018

42 MANAGEMENT DISCUSSION AND ANALYSIS (continued) Expansion of Production Capacity and Scientific Research and Development In respect of production capacity, the current capacity of the Group s two production bases in aggregate reaches approximately 108,000 tonnes/year. The substantial goodgrade reserves of dolomite mineral resources within the regions where our two production bases located, and the abundant and quality coal reserves in Xinjiang, ensure sustainable development of the Group s magnesium alloy business. The Group has established an advanced technological production chain from supply of raw materials to manufacture of end products. The Group will continue to expand its production capacity and facility, paving its way to become the giant magnesium enterprise in the PRC. The Group works with various experts, including the Chang Chun Institute of Applied Chemistry, Chinese Academy of Sciences to develop high quality rare earth magnesium alloy products. The Group currently possesses 12 patents in high performance magnesium alloy manufacturing process and technologies. The Group s quality magnesium and high performance magnesium alloy products are mainly sold to distributors and downstream users, and the major sales network includes Liaoning Province, Sichuan Province, Shandong Province, Jiangsu Province, Henan Province and Hebei Province, etc

43 7,000 3C MANAGEMENT DISCUSSION AND ANALYSIS (continued) Disposal of electronic business Pursuant to the sale and purchase agreement entered in July 2018, the Group disposed of its entire electronic business at a cash consideration of HK$70 million (the Disposal ). The Group intends to use the proceeds for general working capital to develop the magnesium business with which is of good market potentials. After the Disposal, the Group has more resources to expand its magnesium business, and to provide the market with the highest quality metal magnesium and magnesium alloy products. Outlook Magnesium alloy is a highly promising light metal construction material with wide applications. With its outstanding physical performance and unique mechanical properties, magnesium alloy is the third major metal structural material following steel and aluminum alloy, and widely used in aviation and aerospace, vehicles and transportation, 3C electronic products, steelmaking, desulfurization, military and civil aspects, which allows it to become the global spotlight and focus of applied research and development. As energy conservation, emission reduction, pollution control and environmental improvement have become the shared concerns of the humankind, energy conservation and environmental protection are the main focuses of social and economic development, as well as modern industries. In light of the advancing production technology of magnesium alloy and improving performances of the end-products, magnesium alloy s application will be further ext, which will definitely drive the rapid growth of market demand in the long run. In the era of rising green economy, magnesium industry has promising market prospect and enormous development potentials. 42 Rare Earth Magnesium Technology Group Holdings Limited Interim Report 2018

44 75 7.1% 130 MANAGEMENT DISCUSSION AND ANALYSIS (continued) Outlook (continued) According to the Non-ferrous Metal Industry Development Plan ( ) ( ), the Plan ) published by the Ministry of Industry and Information Technology of the PRC, the non-ferrous metal industry is one of the important fundamental industries in the manufacturing sector. Under the Plan, magnesium is regarded as the non-ferrous metal among ten common non-ferrous metals which will continue to grow at a high rate during the Thirteenth Five Year Plan due to the robust development in the emerging industries including application of new materials, energy saving and environmental protection, high-end equipment manufacturing and new energy vehicles. The demand for magnesium is estimated to reach 750,000 tonnes by 2020, representing a compound annual growth rate of approximately 7.1% as compared to The magnesium output is expected to reach 1,300,000 tonnes by The Plan promotes the development of magnesium industry, reveals the ample opportunities of magnesium industry in the PRC. Looking forward, the Group will continue the expansion of its capacity to meet the increasing market demand of new magnesium material. Leveraging on the research and development of rare earth magnesium alloy and diversified product provision, the Group will continue to maintain its technological advantages and differentiate its products, aiming to reduce the overall production cost, increase the portion of high-end products, enhance economy of scale and expand market sales network. In addition, the Group will pay close attention on the potential merger and acquisition opportunities in the market to further boost our technology standard, and to optimise coverage

45 795,638, ,303,000 58% 50.1% 31,933 21, ,665, ,630,000 47% 25.4% 25.6% 22,785 24,862 25,694,000 11,888,000 FINANCIAL REVIEW Revenue Revenue of the Group for the current period from continuing operations was approximately HK$795,638,000 (2017: HK$503,303,000), representing a period-on-period increase of 58%, which is mainly driven by the increase in sale volumes of the magnesium alloy by approximately 50.1% to a level of 31,933 tonnes (2017: 21,270 tonnes) during the period. Such significant increases is mainly attributed by the unremitting efforts of the Group s management team in improving production efficiency and increasing sales arising from the magnesium production bases. Gross profit Gross profit for the current period from continuing operations was approximately HK$202,665,000 (2017: HK$137,630,000), representing a period-on-period increase of 47%. The gross profit margin of magnesium alloy products was approximately 25.4% for the current period (2017: 25.6%). The average selling price of magnesium alloy products increased from HK$22,785 per ton in 2017 to HK$24,862 per ton in the current period. Administrative expenses The administrative expense for the period was approximately HK$25,694,000, representing a period-on-period growth of approximately HK$11,888,000. Administrative expenses were mainly comprised of remuneration of employees, depreciation and amortization, audit and professional fees and leases payment. The increment of administrative expense was mainly due to the increase in headquarter expenses upon the completion of re-organsiation in November 2017 and the equity-based options expenses for the share options granted during the period. 35,933,000 31,576,000 4,357,000 22,985,000 Finance cost Finance cost was approximately HK$35,933,000, representing a period-on-period growth of approximately HK$31,576,000 (2017: approximately HK$4,357,000). The increase is mainly contributed by the effective interests of HK$22,985,000 deriving from the convertible bonds issued to Century Sunshine Group Holdings Limited, the intermediate holding company of the Company in November 2017 as part of the consideration to acquire the Fullocean Group. 44 Rare Earth Magnesium Technology Group Holdings Limited Interim Report 2018

46 105,050,000 89,028,000 16,022, % 31,576,000 24,114, % 105,050,000 80,936, ,347, ,371, % 7,000 1,234, ,000 FINANCIAL REVIEW (continued) Net profit and EBITDA, the profit after tax of the Group from continuing operation was approximately HK$105,050,000 (2017: HK$89,028,000), representing a period-on-period growth of approximately HK$16,022,000 or 18.0%. The increase is mainly contributed by the increase in operation profits deriving from magnesium alloy business, net-off the increase in finance cost by HK$31,576,000 in the current period. The profit attributable to the equity holders of the Company from continuing operations has increased by HK$24,114,000 or 29.8% to HK$105,050,000 for the six months 2018 (2017: HK$80,936,000). The EBITDA of the Group from continuing operations was approximately HK$213,347,000 (2017: HK$143,371,000), representing a period-on-period increase of 48.8%, resulting from the Group s efforts to exercise our technological and capacity advantages in magnesium alloy production, enhancing our economic of scales and expanding our market sales network. Discontinued operations During the six months 2018, the Group has committed the plan to dispose of its entire electronic business at a cash consideration of HK$70 million. The results deriving from the electronic business was presented as discontinuing operations in the financial statements and the comparative figures have been restated accordingly. The discontinued operations has recorded a loss after tax of approximately $1,234,000 for the current period (2017: profit of approximately HK$194,000)

47 186,429, ,835, ,740, ,082, ,700, ,464,000 18% 35,933,000 LIQUIDITY AND FINANCIAL RESOURCES On 2018, the cash and cash equivalent and pledged bank deposits of the Group were HK$186,429,000 (31 December 2017: HK$206,835,000). The Group s borrowings and convertible bonds as at 2018 was HK$413,740,000 (31 December 2017: 462,082,000) and HK$334,700,000 (31 December 2017: HK$318,464,000), respectively. The Group s borrowings were denominated in Hong Kong dollars, United States dollars and Renminbi with floating interest rates while the convertible bonds were denominated in Hong Kong dollars with fixed interest rate. As at 2018, the gearing ratio of the Group, defined as borrowings divided by total assets, was 18%. The interest expenses was approximately HK$35,933,000 during the Review Period. CONTINGENT LIABILITIES As at 2018 and 31 December 2017, the Group has no contingent liabilities. 46 Rare Earth Magnesium Technology Group Holdings Limited Interim Report 2018

48 88,950 * 6,318,000 Project Overview Dolomite Mine The Group s dolomite mine is situated in Baishan City, Jilin Province, the PRC. The mine is operated by open-pit method, and therefore no additional exploration works are involved or required. Only simple infrastructure works for open-pit mining are involved in the development activities, and no underground drilling or structural works are involved. The dolomite mined is the raw material for producing magnesium products of the Group. The transportation cost for the raw material is relatively low due to the close proximity of the mine to the production base of the Group. The dolomite mine of the Group was reported under the Chinese resource/reserve categories. As at 2018, the anticipated resource and reserve volumes were determined based on the yearly reduction of quantity mined to calculate the remaining resource and reserve volumes. There is no material change in the assumptions of estimation by the Group as compared with those previously disclosed. The resource and reserve volumes was reviewed by the Group s internal geological experts. For the six months 2018, the Group completed a dolomite output of 88,950 tonnes*. As compared with the status as at 31 December 2017, there was no material change in the resource estimate and ore reserve of the dolomite mine., the expenditures incurred in mining activities were mainly for direct wages, materials, energy, transportation, depreciation and amortisation, etc. Such expenditures have been included in cost of sales and charged to the unaudited condensed consolidated statement of profit or loss and other comprehensive income. The expenditure incurred in mining activities of the dolomite mine for the six months 2018 were approximately HK$6,318,000 while the expenditure incurred in exploration and development was HK$Nil. * * Mining output represented the quantity of dolomite stock-in at warehouse, including the quantity mined

49 ,385 1, FOREIGN CURRENCIES AND TREASURY POLICY Most of the Group s business transactions, assets and liabilities are denominated in Hong Kong dollars, Japanese Yen, United States dollars or Renminbi. The usual treasury policy of the Group is to manage significant currency exposure and minimize currency risk whenever it may have material impact to the Group. During the last six months, the Group did not engage in any interest rate or currencies speculations. EMPLOYEES RELATIONS As at 2018, the Group has on its payroll 82 employees (31 December 2017: 63) in Hong Kong, 1,385 employees (31 December 2017: 1,541) in China and 5 employees (31 December 2017: 5) in Japan. In addition to salary remuneration, the Group also provides other fringe benefits such as annual leave, medical insurance and provident fund, etc. to its staff. APPRECIATION On behalf of the Board, I wish to thank all our shareholders, customers, suppliers and bankers for their continual support. I would also like to extend my appreciation to all the staff for their dedicated work and their contribution throughout the Review Period. 48 Rare Earth Magnesium Technology Group Holdings Limited Interim Report 2018

50 ,400,000 OTHER INFORMATION Share Option Scheme In order to attract and retain the best quality employees for the development of the Group s businesses and to provide additional incentives or rewards to selected qualifying participants, the Company adopted a share option scheme on 4 December 2017 (the Scheme ). The qualifying participants mainly include employees and directors of the Group and any substantial shareholders, and the consultants or adviser, distributors, contractors, suppliers, service providers, agent, customer and business partner of the Group who have contribution to the Group. The Scheme, unless otherwise cancelled or am, will remain in force for 10 years since its establishing date. The remaining life of the Scheme is approximately 9.5 years (expiry on 4 December 2027). As at 2018, options to subscribe for a total of 261,400,000 Shares were outstanding under the Scheme (the Options ) Held at 1 January 2018 Options granted during the period Options exercised during the period Options lapsed during the period Held at 2018 Exercise price HK$ (A) (B) Employees 146,400, ,400, ,000,000 40,000, Directors 30,000,000 30,000, Shum Sai Chit 20,000,000 20,000, Chi Bi Fen 5,000,000 5,000, Meng Jian 5,000,000 5,000, Tam Wai Ho 5,000,000 5,000, Kwong Ping Man 5,000,000 5,000, Cheung Sound Poon 5,000,000 5,000, Kwan Ngai Kit Sub-total 221,400, ,400, Sub-total 40,000,000 40,000, Total 261,400, ,400,

51 OTHER INFORMATION (continued) Share Option Scheme (continued) The above share options outstanding at the end of the reporting period have the following expiry date, exercise period and exercise prices. Grant date Expiry date Exercise period Exercise prices per Share Number of Share options HK$ 25 April December 2023 From 1 November 2018 to 29 December April December 2020 From 1 January 2019 to 31 December ,400, ,000, ,400, ,439,005 10% 9.5 As at the date of the 2018 Interim Report, the total number of Shares of the Company available for issue under the Scheme (including the above share options outstanding not yet exercised) was 657,439,005, representing approximately 10% of the issued share capital of the Company as of the date thereof. The remaining life of the Scheme is approximately 9.5 years and to be expired on 4 December Rare Earth Magnesium Technology Group Holdings Limited Interim Report 2018

52 XV OTHER INFORMATION (continued) Directors Interests in Securities At 2018, the interests of the directors of the Company (the Directors ) and their associates in the shares and underlying shares of the Company and its associated corporations (within the meaning of Part XV of the Securities and Futures Ordinance (the SFO )), as recorded in the register maintained by the Company under Section 352 of the SFO or as otherwise notified to the Company and The Stock Exchange of Hong Kong Limited pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers (the Model Code ) set out in Appendix 10 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the Listing Rules ), were as follows: Interests in the Shares, underlying shares and debenture of the Company Number of ordinary shares interested or deemed to be interested Approximate percentage of interests in the issued share capital Director Personal interests Family interests Corporate interests Total Number of options held of the Company Long position 30,000, % Shum Sai Chit 20,000, % Chi Bi Fen 5,000, % Meng Jian Tam Wai Ho, Samson JP ( Dr. Tam ) 63,464,000 4,600,000 75,754, ,818,236 5,000, % 1 (Note 1) 2 (Note 2) 3 (Note 3) 5,000, % Kwong Ping Man 5,000, % Cheung Sound Poon 5,000, % Kwan Ngai Kit Short position Nil

53 (1) 51,464,000 12,000,000 (2) XV (3) 75,754,236 Earnmill Holdings LimitedEarnmill Holdings OTHER INFORMATION (continued) Directors Interests in Securities (continued) Notes: (1) Such Shares include the 51,464,000 Shares which are jointly owned by Dr. Tam and Mr. Tam Wai Tong, Thomas ( Mr. Tam ). Dr. Tam directly owns 12,000,000 Shares. (2) Mrs. Tam Mui Ka Wai is the spouse of Dr. Tam and therefore Dr. Tam is deemed to be interested in the Shares owned by Mrs. Tam pursuant to Part XV of the SFO. (3) Of these shares, 75,754,236 Shares are beneficially owned by Earnmill Holdings Limited ( Earnmill Holdings ), a company which is ultimately wholly owned by Dr. Tam and Mr. Tam, in equal shares. Interests in the shares of associated corporations Number of ordinary shares interested or deemed to be interested (long position) Approximate percentage of interests in the issued share capital Director Name of associated corporation Personal interests Family interests Corporate interests Total of the associated corporation Mr. Shum Sai Chit Century Sunshine Group Holdings Limited ( Century Sunshine ) 14,666,305 1 (Note 1) 14,666, % Ms. Chi Bi Fen Century Sunshine 12,352,499 2 (Note 2) 12,352, % Mr. Cheung Sound Poon Century Sunshine 300,000 3 (Note 3) 300, % Mr. Kwan Ngai Kit Century Sunshine 2,560,010 4 (Note 4) 2,560, % 52 Rare Earth Magnesium Technology Group Holdings Limited Interim Report 2018

54 (1) 14,666,305 (2) 12,352,499 (3) 300,000 (4) 2,560,010 OTHER INFORMATION (continued) Directors Interests in Securities (continued) Interests in the shares of associated corporations (continued) Notes: (1) 14,666,305 shares in Century Sunshine are directly owned by Mr. Shum Sai Chit. (2) 12,352,499 shares in Century Sunshine are directly owned by Ms. Chi Bi Fen. (3) Such shares include the 300,000 shares in Century Sunshine which are jointly owned by Mr. Cheung and his spouse. (4) Such shares include the 2,560,010 shares in Century Sunshine owned by Mr. Kwan s spouse. Save as disclosed above, at 2018, none of the Directors or their associates had any interests or short positions in the shares and underlying shares of the Company or any of its associated corporations as defined in the SFO

55 336 OTHER INFORMATION (continued) Substantial Shareholders At 2018, the register of substantial shareholders kept by the Company pursuant to Section 336 of the SFO shows that other than the interests disclosed above in respect of certain Directors, the following shareholder had notified the Company of relevant interest and short position in the issued capital of the Company: Name of Shareholder Number of ordinary shares held (long position) % of issued share capital Ming Xin Developments Limited 1 (note 1) 4,761,117, New Bright Group Limited 2 (note 2) 4,761,117, ,761,117, Century Sunshine (note 3) 4 Chi Wen Fu (note 4) 4,761,117, (1) 4,761,117,434 Ming Xin Developments Limited (2) Ming Xin Developments Limited New Bright Group Limited New Bright Group Limited Ming Xin Developments Limited (3) New Bright Group Limited Ming Xin Developments Limited (4) Ming Xin Developments Limited Ming Xin Developments Limited Note: (1) 4,761,117,434 shares are beneficially owned by Ming Xin Developments Limited; (2) Ming Xin Developments Limited is a wholly-owned subsidiary of New Bright Group Limited. As such, New Bright Group Limited is deemed to be interested in all the shares in which Ming Xin Developments Limited is interested by virtue of the SFO. (3) New Bright Group Limited is a wholly-owned subsidiary of Century Sunshine. As such, Century Sunshine is deemed to be interested in all the shares in which Ming Xin Developments Limited is interested by virtue of the SFO (4) Mr. Chi Wen Fu controls more than one-third or more of the voting power at general meetings of Century Sunshine (the ultimate holding company of Ming Xin Developments Limited). As such, Mr. Chi Wen Fu is deemed to be interested in all the shares in which Ming Xin Developments Limited is interested by virtue of the SFO. Save as disclosed above, at 2018, the Company had not been notified by any persons who had interests or short positions in the shares or underlying shares of the Company which would fall to be disclosed to the Company under the SFO. 54 Rare Earth Magnesium Technology Group Holdings Limited Interim Report 2018

56 14 A.6.7 PURCHASE, SALE OR REDEMPTION OF THE COMPANY S LISTED SECURITIES Neither the Company nor any of its subsidiaries has purchased, sold or redeemed any listed securities of the Company during the period. AUDIT COMMITTEE The Audit Committee comprises three Independent Nonexecutive Directors, namely Mr. Kwong Ping Man (Chairman of the Audit Committee), Mr. Cheung Sound Poon and Mr. Kwan Ngai Kit. During the period under review, the Audit Committee has held two meetings to review the accounting principles and practices adopted by the Group and discuss internal control and financial reporting matters. The Audit Committee has reviewed the unaudited consolidated interim results of the Group for the six months The Audit Committee has made positive contribution to enhancing the Company s corporate governance. CORPORATE GOVERNANCE PRACTICES During the six months 2018, the Company has complied with the Code on Corporate Governance Practices (the Code ) as set out in Appendix 14 of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (the Listing Rules ), save for the deviations as follows: Under code provision A.6.7, independent non-executive directors and other non-executive directors should also attend general meetings and develop a balanced understanding of the views of shareholders. Professor Meng Jian (being a non-executive Director) and Dr. Tam Wai Ho JP (being a non-executive Director) were unable to attend the annual general meeting held on 13 June 2018 as they were obliged to be away for other matters

57 10 MODEL CODE FOR SECURITIES TRANSACTIONS BY DIRECTORS The Company has adopted the Model Code for Securities Transactions by Directors (the Model Code ) set out in Appendix 10 to the Listing Rules as its code of conduct regarding securities transactions by the Directors on terms no less exactly than the required standard set out in the Model Code. Having made specific enquiry of all Directors, all Directors confirmed that they have complied with the required standard set out in the Model Code throughout the six months Hong Kong, 20 August 2018 By order of the Board Rare Earth Magnesium Technology Group Holdings Limited Shum Sai Chit Chairman 56 Rare Earth Magnesium Technology Group Holdings Limited Interim Report 2018

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