勝獅貨櫃企業有限公司二零一七年中期報告 The board of directors (the Board / Directors ) of Singamas Container Holdings Limited (the Company ) announces the unaudited cons

Transcription

1 Singamas Container Holdings Limited HKEx Stock Code 716

2 勝獅貨櫃企業有限公司二零一七年中期報告 The board of directors (the Board / Directors ) of Singamas Container Holdings Limited (the Company ) announces the unaudited consolidated interim results of the Company and its subsidiaries (together the Group ) for the six months ended 30 June 2017 as follows: 二零一七年 中期 Financial Highlights For the six months ended 30 June For the year ended 31 December 二 一 年 二零一 年 二零一 年 二零一 年 二零一 年 二零一 年 Revenue 595, , ,433 1,126,414 1,546,483 1,282,988 Profit (loss) from operations 28,935 (32,550) (49,638) 16,562 65,024 61,573 Profit (loss) attributable to owners of the Company 16,597 (36,619) (59,434) (2,723) 28,021 34,274 Basic earnings (loss) per share (US cent(s)) 0.69 (1.52) (2.46) (0.11) Net assets value per share (US cents) Equity attributable to owners of the Company 551, , , , , ,263 Bank balances and cash 200, , , , , ,640 Total borrowings (Note) 392, , , , , ,160 Current ratio 2.10 to / to / to / to / to / to / 1 Gearing ratio Net debt to equity ratio Interest coverage ratio 6.65 N/A N/A Return on equity (%) (%) 6.0 (13.1) (11.1) (0.4) Note: Total borrowings represent the aggregate amount of interest-bearing debts. 1

3 Singamas Container Holdings Limited Interim Report 2017 Report on Review of Condensed Consolidated Financial Statements To the Board of Directors of Singamas Container Holdings Limited (incorporated in Hong Kong with limited liability) Introduction We have reviewed the condensed consolidated financial statements of Singamas Container Holdings Limited (the Company ) and its subsidiaries (collectively referred to as the Group ) set out on pages 4 to 24, which comprise the condensed consolidated statement of financial position as of 30 June 2017 and the related condensed consolidated statement of profit or loss and other comprehensive income, statement of changes in equity and statement of cash flows for the six-month period then ended, and certain explanatory notes. The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited require the preparation of a report on interim financial information to be in compliance with the relevant provisions thereof and Hong Kong Accounting Standard 34 Interim Financial Reporting ( HKAS 34 ) issued by the Hong Kong Institute of Certified Public Accountants. The directors of the Company are responsible for the preparation and presentation of these condensed consolidated financial statements in accordance with HKAS 34. Our responsibility is to express a conclusion on these condensed consolidated financial statements based on our review, and to report our conclusion solely to you, as a body, in accordance with our agreed terms of engagement, and for no other purpose. We do not assume responsibility towards or accept liability to any other person for the contents of this report

4 勝獅貨櫃企業有限公司二零一七年中期報告 Scope of Review We conducted our review in accordance with Hong Kong Standard on Review Engagements 2410 Review of Interim Financial Information Performed by the Independent Auditor of the Entity issued by the Hong Kong Institute of Certified Public Accountants. A review of these condensed consolidated financial statements consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Hong Kong Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion. Conclusion Based on our review, nothing has come to our attention that causes us to believe that the condensed consolidated financial statements are not prepared, in all material respects, in accordance with HKAS 中期 報 中 報 34 Deloitte Touche Tohmatsu Certified Public Accountants Hong Kong 28 August 2017 二零一七年 二 3

5 Singamas Container Holdings Limited Interim Report 2017 Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income For the six months ended 30 June 2017 Six months ended 30 June (unaudited) (unaudited) Notes Revenue 3 595, ,277 Other income 3,215 1,673 Changes in inventories of finished goods and work in progress 13,370 (20,580) Raw materials and consumables used (429,302) (282,065) Staff costs (64,174) (58,700) Depreciation and amortisation expense (16,304) (17,116) Exchange loss (2,997) (285) Other expenses (69,915) (65,754) Finance costs (6,797) (5,205) Investment income 867 1,627 Fair value gain (loss) of derivative financial instruments 113 (554) Share of results of associates (1,132) (695) Share of results of joint ventures Profit (loss) before taxation 22,132 (37,348) Income tax expense 4 (4,953) (744) Profit (loss) for the period 17,179 (38,092) Other comprehensive income Item that may be subsequently reclassified to profit or loss: Exchange differences arising on translation 1, Total comprehensive income (expense) for the period 19,006 (37,941) Profit (loss) for the period attributable to: Owners of the Company 16,597 (36,619) Non-controlling interests 582 (1,473) 17,179 (38,092) Total comprehensive income (expense) attributable to: Owners of the Company 18,212 (36,387) Non-controlling interests 794 (1,554) 19,006 (37,941) Earnings (loss) per share 6 Basic US0.69 cent US(1.52) cents Diluted US0.69 cent US(1.52) cents 4

6 勝獅貨櫃企業有限公司二零一七年中期報告 Condensed Consolidated Statement of Financial Position As at 30 June 2017 二零一七年 As at 30 June 2017 (unaudited) As at 31 December 2016 二零一 年 二 一 (audited) Notes Non-current assets Property, plant and equipment 7 352, ,195 Goodwill 3,589 3,589 Interests in associates 41,471 41,931 Interests in joint ventures 21,445 20,833 Available-for-sale investment 6,608 6,608 Derivative financial instruments Prepaid lease payments 70,636 71,672 Deposits for non-current assets 30,309 19, , ,361 Current assets Inventories 9 168, ,819 Trade receivables , ,163 Prepayments and other receivables 11 90,074 85,381 Amount due from immediate holding company Amounts due from fellow subsidiaries 13 71,061 55,184 Amounts due from joint ventures 3 Amounts due from associates 14 14,184 13,970 Derivative financial instruments Tax recoverable 1, Prepaid lease payments 1,684 1,694 Bank balances and cash 200, , , ,266 Non-current assets classified as assets held for sale 15 3, , ,266 Current liabilities Trade payables , ,745 Bills payable ,969 80,701 Accruals and other payables 61,159 57,326 Amount due to immediate holding company Amounts due to associates Amounts due to joint ventures Tax payable 4,816 4,682 Bank borrowings 18 54, , , ,647 Net current assets 416, ,619 Total assets less current liabilities 942, ,980 Capital and reserves Share capital , ,149 Accumulated profits 241, ,799 Other reserves 41,875 43,066 Equity attributable to owners of the Company 551, ,014 Non-controlling interests 44,777 44,806 Total equity 596, ,820 Non-current liabilities Bank borrowings ,456 90,728 Deferred tax liabilities 8,261 7, ,717 98, , ,980 5

7 Singamas Container Holdings Limited Interim Report 2017 Condensed Consolidated Statement of Changes in Equity For the six months ended 30 June 2017 Attributable to owners of the Company Exchange Share Non- Share translation General Development Revaluation option Other Accumulated controlling capital reserve reserve reserve reserve reserve reserve profits Total interests Total At 1 January 2016 (audited) 268,149 (673) 35,754 8,390 1,361 3,367 (3,912) 282, ,282 52, ,661 Loss for the period (36,619) (36,619) (1,473) (38,092) Exchange differences arising on translation (81) 151 Total comprehensive expense for the period 232 (36,619) (36,387) (1,554) (37,941) Dividends paid to non-controlling interests (683) (683) Transfer from accumulated profits (358) At 30 June 2016 (unaudited) 268,149 (441) 36,017 8,485 1,361 3,367 (3,912) 245, ,895 50, ,037 At 1 January 2017 (audited) 268,149 (2,852) 37,254 8,503 1,361 3,367 (4,567) 221, ,014 44, ,820 Profit for the period 16,597 16, ,179 Exchange differences arising on translation 1,615 1, ,827 Total comprehensive income for the period 1,615 16,597 18, ,006 Share option lapsed (3,001) 3,001 Dividends paid to non-controlling interests (823) (823) Transfer from accumulated profits 195 (195) At 30 June 2017 (unaudited) 268,149 (1,237) 37,449 8,503 1, (4,567) 241, ,226 44, ,003 Pursuant to the relevant regulations in the People s Republic of China ( PRC ) (other than Hong Kong, Macau and Taiwan) applicable to the Group s PRC subsidiaries, these entities have to provide for the PRC statutory reserves before declaring dividends to their shareholders as approved by the board of directors. The reserves, which include general reserve and development reserve, are not distributable until the end of the operation periods of the respective entities, at which time any remaining balance of the reserves can be distributed to shareholders upon liquidation of the subsidiaries. The general reserve can be used to offset accumulated losses of the entities. The general reserve and development reserve can be used to increase capital upon approval from the PRC s relevant authority. The distributable profits of the subsidiaries are determined based on their accumulated profits calculated in accordance with the PRC accounting rules and regulations. 6

8 勝獅貨櫃企業有限公司二零一七年中期報告 Condensed Consolidated Statement of Cash Flows For the six months ended 30 June 2017 二零一七年 Six months ended 30 June 二零一 年 (unaudited) (unaudited) Net cash used in operating activities (4,816) (44,171) Net cash used in investing activities: Proceeds from disposal of property, plant and equipment Purchase of property, plant and equipment (13,448) (8,948) Deposits paid for property, plant and equipment and prepaid lease payments (18,263) (423) Payment of prepaid lease payments (276) (738) Additional capital injection in associates (4,424) Acquisition of subsidiaries 2,693 Interest received 515 1,273 Dividends received from associates and joint ventures 33 (31,320) (10,358) Net cash from financing activities: New bank loans raised 322, ,750 Repayments of bank loans (295,194) (55,030) Dividends paid to non-controlling interests (823) (683) Advance from immediate holding company Repayment to immediate holding company (92) (178) Advances from associates Repayments to associates (375) (133) Advances from joint ventures Repayments to joint ventures (73) (95) 26,822 48,485 Net decrease in cash and cash equivalents (9,314) (6,044) Cash and cash equivalents at 1 January 一 一 209, ,726 Effect of foreign exchange rate changes Cash and cash equivalents at 30 June 200, ,736 Balance of cash and cash equivalents represented by: Bank balances and cash 200, ,736 7

9 Singamas Container Holdings Limited Interim Report 2017 Notes to the Condensed Consolidated Financial Statements 1 Basis of Preparation The condensed consolidated financial statements have been prepared in accordance with Hong Kong Accounting Standard 34 (HKAS 34) Interim Financial Reporting issued by the Hong Kong Institute of Certified Public Accountants as well as with the applicable disclosure requirements of Appendix 16 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited. The financial information relating to the year ended 31 December 2016 that is included in these condensed consolidated financial statements as comparative information does not constitute the Company s statutory annual consolidated financial statements for that year but is derived from those financial statements. Further information relating to these statutory financial statements is as follows: The Company has delivered the financial statements for the year ended 31 December 2016 to the Registrar of Companies as required by section 662(3) of and Part 3 of Schedule 6 to the Hong Kong Companies Ordinance. The Company s auditor has reported on those financial statements. The auditor s report was unqualified; did not include a reference to any matters to which the auditor drew attention by way of emphasis without qualifying its report; and did not contain a statement under sections 406(2), 407(2) or (3) of the Hong Kong Companies Ordinance (Cap 622) (3) (2)407(2) (3) 8

10 勝獅貨櫃企業有限公司二零一七年中期報告 2 Principal Accounting Policies The condensed consolidated financial statements have been prepared on the historical cost basis except for certain financial instruments, which are measured at fair values. The accounting policies and methods of computation used in the condensed consolidated financial statements for the six months ended 30 June 2017 are the same as those followed in the preparation of the Group s annual financial statements for the year ended 31 December In the current interim period, the Group has applied, for the first time, the following amendments to Hong Kong Financial Reporting Standards ( HKFRSs ) issued by the Hong Kong Institute of Certified Public Accountants that are relevant for the preparation of the Group s condensed consolidated financial statements: 2 報 二零一七年 報 二零一 年 二 一 年 報 一 中期 報 報告 Amendments to HKAS 7 Amendments to HKAS 12 Amendments to HKFRS 12 Disclosure Initiative; Recognition of Deferred Tax Assets for Unrealised Losses; and As part of Annual Improvements to HKFRSs Cycle 報告 12 報告 二零一 年 二零一 年 期 年 一 The application of the above amendments to HKFRSs in the current interim period has had no material effect on the amounts reported in these condensed consolidated financial statements and/ or disclosures set out in these condensed consolidated financial statements. Additional disclosures about changes in liabilities arising from financing activities, including both changes from cash flows and non-cash changes on application of amendments to HKAS 7 will be provided in the consolidated financial statements for the year ending 31 December 中期 報告 報 7 二零一七年 二 一 年 報 9

11 Singamas Container Holdings Limited Interim Report Revenue and Segment Information The Group s reportable and operating segments, based on information reported to the Group s chief operating decision maker (i.e. Chief Executive Officer) for the purposes of resource allocation and performance assessment are organised into two operating divisions manufacturing and logistics services. These divisions are the basis on which the Group reports its segment information under HKFRS 8. No operating segments identified by the chief operating decision maker have been aggregated in arriving at the reportable segments of the Group. Principal activities are as follows: Manufacturing manufacturing of marine dry freight containers, refrigerated containers, collapsible flatrack containers, tank containers, US domestic containers, offshore containers, other specialised containers and container parts. 3 8 Logistics services provision of container storage, repair and trucking services, serving as a freight station, container/cargo handling and other container related services. 10

12 勝獅貨櫃企業有限公司二零一七年中期報告 3 Revenue and Segment Information (Continued) Information regarding these segments is presented below: The following is an analysis of the Group s revenue and results by reportable and operating segment for the periods under review: For the six months ended 30 June 業 報 期 報告 Logistics Manufacturing services Sub-total Eliminations Total 業 REVENUE 業 External sales 576,566 18, , ,042 Inter-segment sales 2,879 2,879 (2,879) Total 576,566 21, ,921 (2,879) 595,042 Inter-segment sales are charged at prevailing market prices. SEGMENT RESULTS 業 26,539 2,396 28,935 28,935 Finance costs (6,797) Investment income 867 Fair value gain of derivative financial instruments 113 Share of results of associates (1,132) Share of results of joint ventures 146 Profit before taxation 22,132 11

13 Singamas Container Holdings Limited Interim Report Revenue and Segment Information (Continued) For the six months ended 30 June Logistics Manufacturing services Sub-total Eliminations Total REVENUE External sales 393,757 16, , ,277 Inter-segment sales 2,915 2,915 (2,915) Total 393,757 19, ,192 (2,915) 410,277 Inter-segment sales are charged at prevailing market prices. SEGMENT RESULTS (28,600) (3,950) (32,550) (32,550) Finance costs (5,205) Investment income 1,627 Fair value loss of derivative financial instruments (554) Share of results of associates (695) Share of results of joint ventures 29 Loss before taxation (37,348) Segment results represent the profit (loss) earned by each segment without allocation of finance costs, investment income, fair value gain (loss) of derivative financial instruments, share of results of associates and share of results of joint ventures. This is the measure reported to the Group s Chief Executive Officer for the purposes of resource allocation and assessment of segment performance. 12

14 勝獅貨櫃企業有限公司二零一七年中期報告 4 Income Tax Expense Hong Kong Profits Tax is calculated at 16.5% for both periods. PRC Enterprise Income Tax has been calculated at the rates of taxation prevailing in the PRC in which the Group operates. 4 期 16.5% 中 中 Six months ended 30 June 二零一 年 Current tax: 期 Hong Kong Profits Tax Current period 期 38 PRC Enterprise Income Tax 中 Current period 期 4,125 1,321 Under provision in prior years 年 118 4,125 1,439 Deferred tax: Current period charge (credit) 期 828 (733) 4, Dividends No dividends were paid during the six months ended 30 June 2016 and No final dividends in respect of the year ended 31 December 2016 were proposed by the directors of the Company. The directors of the Company have determined that an interim dividend of HK1.5 cents (six months ended 30 June 2016: Nil) per ordinary share, total of which equivalent to approximately HK$36,254,000 (equivalent to US$4,648,000) (six months ended 30 June 2016: Nil) will be paid to the owners of the Company whose names appear in the register of members on 20 October 二零一 年 二零一七年 期 二零一 年 二 一 年 期 1.5 二零一 年 中期 36,254,0004,648,000 二零一 年 二零一七年 二 13

15 Singamas Container Holdings Limited Interim Report Earnings (Loss) per Share The calculation of basic and diluted earnings (loss) per share attributable to the owners of the Company is based on the following data: 6 Six months ended 30 June Earnings (Loss): Earnings (Loss) for the purposes of calculating basic and diluted earnings (loss) per share 16,597 (36,619) Number of shares: Weighted average number of ordinary shares for the purpose of calculating basic earnings (loss) per share Effect of dilutive potential ordinary shares for share options 2,416,919,918 2,416,919,918 Weighted average number of ordinary shares for the purpose of calculating diluted earnings (loss) per share 2,416,919,918 2,416,919,918 During the six months ended 30 June 2017, all (six months ended 30 June 2016: all) outstanding share options of the Company have not been included in the computation of diluted earnings (six months ended 30 June 2016: loss) per share as they did not have a dilutive effect to the Company s earnings (six months ended 30 June 2016: loss) per share because the exercise prices of these Company s share options were higher than the average market prices of the Company s shares during both periods. 7 Movements in Property, Plant and Equipment During the six months ended 30 June 2017, there was an addition of US$20,040,000 (six months ended 30 June 2016: US$11,049,000) in property, plant and equipment for upgrading its existing manufacturing and logistics services facilities. 7 20,040,000 11,049,000 14

16 勝獅貨櫃企業有限公司二零一七年中期報告 8 Derivative Financial Instruments 8 As at 30 June 2017 As at 31 December 2016 二零一 年 二 一 Interest rate swaps asset 期 The current portion represents the fair value of three interest rate swap contracts with a total initial notional amount of US$186,000,000 that the Company entered to minimise its interest rate risk exposure arising from the US$310,000,000 term loan, by fixing the monthly London Interbank Offered Rate ( LIBOR ) at a range of % to %. These three interest rate swap contracts will mature on 24 September The non-current portion represents the fair value of two interest rate swap contracts, with notional amount of US$40,000,000 and US$70,000,000, that the Company entered to minimise its interest rate risk exposure arising from a US$40,000,000 term loan and the new US$270,000,000 syndicated loan, by fixing the monthly LIBOR at 0.90% and 1.57%. These two interest rate swap contracts will mature on 30 March 2020 and 25 April 2020 respectively. During the six months ended 30 June 2017, the gain on changes in fair value of the interest rate swaps amounted to US$113,000 (for the six months ended 30 June 2016: loss of US$554,000) has been recognised in profit or loss. 9 Inventories 期 310,000, ,000,000 期 % % 期 二零一七年 二 期 期 40,000, ,000,000 40,000,000 70,000,000 期 0.90% 1.57% 期 二零二零年 二零二零年 二 期 二零一七年 期 113,000 二零一 年 554,000 中 9 貨 As at 30 June 2017 As at 31 December 2016 二零一 年 二 一 Raw materials 99,859 81,285 Work in progress 25,675 24,602 Finished goods 43,229 30, , ,819 The cost of sales recognised during the period included US$517,690,000 (six months ended 30 June 2016: US$393,879,000) of costs of finished goods sold. 期 517,690,000 二零一 年 393,879,000 15

17 Singamas Container Holdings Limited Interim Report Trade Receivables A defined credit policy is maintained within the Group. The general credit terms are agreed with each of its trade customers depending on the creditworthiness of the customers. The general credit term ranges from 30 days to 120 days (31 December 2016: 30 days to 120 days). The following is an analysis of trade receivables by age, based on invoice date, which approximated the revenue recognition date, net of allowance for doubtful debts: As at 30 June 2017 As at 31 December to 30 days 122, , to 60 days 52,218 58, to 90 days 39,264 17, to 120 days 11,412 2,667 Over 120 days 15,470 15, , , Prepayments and Other Receivables At 30 June 2017, prepayments and other receivables included advance of US$52,046,000 (31 December 2016: US$47,273,000) to certain suppliers as deposits for raw materials purchases. The remaining balance mainly included refundable value added tax and other temporary payments. The entire amount is expected to be recovered within the next twelve months ,046,000 47,273,000 16

18 勝獅貨櫃企業有限公司二零一七年中期報告 12 Amount due from (to) Immediate Holding Company The general credit term for trade balances with immediate holding company is 60 days (31 December 2016: 60 days). No allowance on doubtful debts has been provided during the period. The aged analysis of amount due from immediate holding company, which is prepared based on invoice date of each transaction, which approximated the respective revenue recognition dates, at the end of the reporting period is as follows: 12 公司 期一 60 二零一 年 二 一 60 期 報告期 期 As at 30 June 2017 As at 31 December 2016 二零一 年 二 一 0 to 30 days 零 to 60 days 一 4 61 to 90 days 一 91 to 120 days 一 一 二 12 Over 120 days 一 二 The amount due to immediate holding company was unsecured, interest free and repayable on demand. 期 17

19 Singamas Container Holdings Limited Interim Report Amounts due from Fellow Subsidiaries The general credit term for trade balances with fellow subsidiaries is 30 to 60 days (31 December 2016: 30 to 60 days). No allowance on doubtful debts has been provided during the period. The aged analysis of amount due from fellow subsidiaries, which is prepared based on invoice date of each transaction, which approximated the respective revenue recognition dates, at the end of the reporting period is as follows: As at 30 June 2017 As at 31 December to 30 days 15,935 8, to 60 days 374 2, to 90 days 355 4, to 120 days 379 1,249 Over 120 days 54,018 37,607 71,061 55,184 For the six months ended 30 June 2017, amount due from fellow subsidiaries with aggregate carrying amount of US$55,125,000 (31 December 2016: US$43,941,000) was past due at the reporting date for which the Group has not provided for impairment loss. The Group does not hold any collateral over these balances. The Group assessed the credit quality of fellow subsidiaries based on historical default rates and the creditworthiness. The directors of the Company considered that the immediate holding company of the Company and the fellow subsidiaries (collectively referred to as the PIL Group ), is able to raise sufficient fund for the repayment of the entire outstanding balance of the PIL Group in the next twelve months. In this regard, the directors of the Company considered that the default risk is low. Accordingly, no impairment has been provided. 14 Amounts due from Associates Included in the amounts due from associates, an amount of US$10,000,000 was unsecured, interest bearing at 7% per annum and repayable in November The remaining balance was unsecured, interest free and repayable on demand. 15 Non-current Assets Classified as Assets Held For Sale The Group has reclassified part of the prepaid lease payment and property and plant located in Huizhou as assets held for sale which are separately presented in the condensed consolidated statement of financial position as the transaction is expected to be completed within twelve months. The sales proceeds are expected to exceed the net carrying amount of the relevant assets and, accordingly, no impairment loss has been recognised. 55,125,000 43,941, ,000,000 7% 15 18

20 勝獅貨櫃企業有限公司二零一七年中期報告 16 Trade Payables The following is an analysis of trade payables by age, based on invoice date: 16 As at 30 June 2017 As at 31 December 2016 二零一 年 二 一 0 to 30 days 零 58,154 66, to 60 days 一 32,296 31, to 90 days 一 24,531 16, to 120 days 一 一 二 18,590 10,169 Over 120 days 一 二 11,479 7, , , Bills Payable The following is an analysis of bills payable by age, based on issuance date of each bill: 17 As at 30 June 2017 As at 31 December 2016 二零一 年 二 一 0 to 30 days 零 40,173 29, to 60 days 一 21,710 16, to 90 days 一 12,172 12, to 120 days 一 一 二 11,230 6,474 Over 120 days 一 二 24,684 15, ,969 80, Bank Borrowings On 25 April 2017, the Company entered into a facility agreement with a syndicate of banks in respect of a US$270,000,000 term loan and revolving credit facilities for a term of three years. Full amount has been drawn on 24 May Repayments will commence on 25 October 2018 and will continue until 25 April All bank loans are unsecured and mainly carry interest at either LIBOR or borrowing rate offered by the PRC plus certain basis points and are repayable over a period ranging from one to three years. Interest is repriced every one to six months. The proceeds were largely used to finance the working capital of the Group during the period. 18 二零一七年 二 一 270,000,000 期 期 年 二零一七年 二 二零一 年 二 二零二零年 二 中 期 一 年 一 期 19

21 Singamas Container Holdings Limited Interim Report Share Capital 19 Number of shares Share Capital HK$ 000 Issued and fully paid: At 1 January 2016, 31 December 2016 and 30 June ,416,919, ,149 2,078, Share-based Payments The Company s share option scheme was adopted pursuant to a resolution passed on 1 June 2007 for the primary purpose of providing incentives to Directors and eligible employees of the Group. Options granted on 28 June 2007 have expired on 27 June 2017 and options granted on 6 August 2008 and 1 July 2010 will expire on 5 August 2018 and 30 June 2020 respectively. Details of the share options outstanding during the current period are as follows: 20 Number of share options Outstanding at 1 January 2016 and 31 December ,602,529 Lapsed during the period (13,587,600) Outstanding at 30 June 2017 No share option expense was recognised in both 2016 and ,014,929 20

22 勝獅貨櫃企業有限公司二零一七年中期報告 21 Fair Value Measurement of Financial Instruments Fair value of the Group s financial assets that are measured at fair value on a recurring basis Some of the Group s financial assets are measured at fair value at the end of each reporting period. The following table gives information about how the fair values of these financial assets are determined (in particular, the valuation technique(s) and inputs used), as well as the level of the fair value hierarchy into which the fair value measurements are categorised (levels 1 to 3) based on the degree to which the inputs to the fair value measurements is observable. Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active market for identical assets or liabilities; Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs). 21 公 公 報告期 一 一 中 報 二 一 報 Financial instruments Fair value as at 30/6/2017 公 Fair value as at 31/12/2016 Fair value hierarchy Valuation technique and key inputs 二零一 年 二 一 Interest rate swaps classified as derivative financial instruments in the condensed consolidated statement of financial position 期 Assets of US$469, ,000 Assets of US$356, ,000 Level 2 二 Discounted cash flow. Future cash flows are estimated based on forward interest rates (from observable yield curves at the end of the reporting period) and the contracted interest rates, discounted at a rate that reflects the credit risk of various counterparties 期 報告期 21

23 Singamas Container Holdings Limited Interim Report Fair Value Measurement of Financial Instruments (Continued) Fair value of the Group s financial assets that are measured at fair value on a recurring basis (Continued) There were no transfers between Level 1 and 2 in the current and prior periods. The directors of the Company consider that the carrying amounts of financial assets and financial liabilities recorded at amortised cost in the condensed consolidated financial statements approximate their fair values, determined in accordance with generally accepted pricing models based on discounted cash flow analysis Commitments 22 As at 30 June 2017 As at 31 December 2016 Capital expenditure in respect of the acquisition of property, plant and equipment contracted but not provided for in the condensed consolidated financial statements Capital expenditure in respect of the acquisition of land use right contracted but not provided for in the condensed consolidated financial statements 42,994 29,138 15,202 58,196 29,138 Capital injection in a joint venture contracted but not provided for in the condensed consolidated financial statements Capital injection in an associate contracted but not provided for in the condensed consolidated financial statements 16,238 16,238 6,000 22,238 16,238 22

24 勝獅貨櫃企業有限公司二零一七年中期報告 23 Related Party Transactions During the six months ended 30 June 2017, the Group entered into the following trading transactions with related parties that are not members of the Group: 23 有 公司 二零一七年 Six months ended 30 June 二零一 年 Sales to immediate holding company Sales to fellow subsidiaries (Note) 17,598 10,762 Sales to associates (Note) 703 3,428 Rental expense to a fellow subsidiary (Note) 一 Interest income from an associate 一 Note: The fellow subsidiaries are Pacific International Lines (China) Ltd., PIL Logistics (China) Co., Ltd., Pacific International Lines (H.K.) Limited, Mariana Express Lines Pte Ltd. and Strategic Times Limited, in which Pacific International Lines (Private) Limited, a controlling shareholder of the Company, also the immediate holding company of the Company, has controlling interest. The associates are the subsidiaries of Modex Holding Limited, including Modex Energy Rentals Singapore Pte. Ltd., Modex Energy Services Limited, Modex Middle East FZE and Modex AS. The balances with related parties are disclosed in the condensed consolidated statement of financial position. All trade balances with related parties are subject to normal credit terms of 30 to 60 days (31 December 2016: 30 to 60 days). 中 中 Mariana Express Lines Pte Ltd. Strategic Times Limied Modex Holding Limited Modex Energy Rentals Singapore Pte. Ltd., Modex Energy Services Limited, Modex Middle East FZE Modex AS. 一 二零一 年 二 一

25 Singamas Container Holdings Limited Interim Report Related Party Transactions (Continued) Compensation of key management personnel The remuneration of the directors of the Company and other members of key management during the period was as follows: 23 Six months ended 30 June Short-term benefits Post-employment benefits The remuneration of the directors of the Company and key executives is reviewed by the remuneration committee having regard to the performance of individuals and market trends. 24

26 勝獅貨櫃企業有限公司二零一七年中期報告 Business Review The global economy has begun to show signs of improvement, on the back of a cyclical recovery in investment, manufacturing and trade, according to an International Monetary Fund report, which projects world economic growth rising from 3.1% in 2016 to 3.5% in 2017 and 3.6% in Such developments have been favourable for the container industry, as has the policy among major industry players in China to employ waterborne paint rather than solvent-based coatings starting in April The said policy has spurred certain shipping companies and container leasing operators to place advance orders in the first quarter of 2017 so as to avoid shortage of container supply as production lines are temporarily closed and converted to use waterborne paint. In addition, the recent improvement of the business of the liner shipping companies and container leasing companies allows them to invest in new containers. Owing to the aforementioned developments, the Group has achieved a turnaround during the review period. For the six months ended 30 June 2017 (the review period ), the consolidated revenue of the Group increased by 45.0% to US$595,042,000 (1H2016: US$410,277,000). Consolidated net profit attributable to owners of the Company totalled US$16,597,000 versus a net loss of US$36,619,000 for the corresponding period last year. Basic earnings per share amounted to US0.69 cent, compared with a loss per share of US1.52 cents in the first half of Manufacturing With rising container demand, mainly driven by the gradual improvement in global economy and liner shipping business, part of the advanced orders from companies seeking to avoid shortages ahead of the temporary closure of production lines for conversion work, the Group s manufacturing business was able to perform favourably, with revenue rising to US$576,566,000 (1H2016: US$393,757,000) thus accounting for 96.9% of total revenue (1H2016: 96.0%). As at the review period, the manufacturing operation produced 310,070 twenty-foot equivalent units ( TEUs ) as compared with 223,982 TEUs for the corresponding period last year. The average selling price ( ASP ) of a 20 dry freight container rose from US$1,414 to US$1,902 as a result of higher demand and the rise in price of corten steel. During the review period, a total of 303,668 TEUs were sold (1H2016: 236,388 TEUs), resulting in a segment profit before taxation and non-controlling interest of US$19,871,000 versus a segment loss before taxation and non-controlling interest of US$33,520,000 for the same period last year. 業 報告 期 報告 二零一 年 3.1% 二零一七年 3.5% 二零一 年 3.6% 中 二零一七年 二零一七年 一 期 期 二零一七年 期 45.0% 595,042,000 二零一 年 年 410,277,000 16,597,000 年 期 36,619, 二零一 年 年 1.52 業 576,566,000 二零一 年 年 393,757, % 二零一 年 年 96.0% 期 310,070 年 期 223,982 1,4141,902 期 303,668 二零一 年 年 236,388 19,871,000 年 期 33,520,000 25

27 Singamas Container Holdings Limited Interim Report 2017 Business Review (Continued) Manufacturing (Continued) While the strong demand for dry freight container, specialised container demand has softened notably during the review period, with the former accounting for 82.1% of manufacturing revenue and the latter accounting for 17.9% (1H2016: 59.5% and 40.5%). Despite dampened demand, the Group has leveraged its manufacturing capabilities to introduce different types of customised containers that are currently undergoing testing and marketing. In respect of the Group s wholly-owned subsidiary, Qidong Singamas Offshore Equipment Co., Ltd. ( QSOE ), which specialises in offshore containers, has continued to develop other high-specification containers in view of weak demand for offshore containers. Such efforts will enable QSOE to effectively utilise the offshore container factory that is under construction in Qidong and which is on schedule to start production in the second half of In Qingdao, the Group s reefer container factory remains on schedule to commence trial production by the end of 2017, and would support the Group s refrigerated container business in northern China. Logistics Services With respect to the logistics services business, it has continued to deliver a steady performance, generating revenue totalling US$18,476,000 as at the review period, as compared to US$16,520,000 for the corresponding period last year. With the claims from Tianjin explosion incident now resolved and the depot in Tianjin resumed normal operation at the beginning of this year, the Group reported a segment profit before taxation and non-controlling interest of US$2,261,000 versus a segment loss before taxation and non-controlling interest of US$3,828,000 for the same period last year. The Group handled approximately 2,078,000 TEUs, up from approximately 1,710,000 TEUs for the same period in Moreover, the number of containers repaired increased to 389,000 TEUs compared with 323,000 TEUs for the same period last year. However, average daily container storage totalled 113,000 TEUs, which is down from 156,000 TEUs recorded in the same period last year. 82.1% 17.9% 59.5% 40.5% QSOE QSOE 18,476,000 16,520,000 2,261,000 3,828,000 2,078,000 1,710, , , , ,000 26

28 勝獅貨櫃企業有限公司二零一七年中期報告 Business Review (Continued) Logistics Services (Continued) During the review year, reclamation work on a property located in the Guangxi Qinzhou port area continued as part of a joint venture between the Group, Guangxi Beibu Gulf International Port Group Ltd. and Port of Singapore, which have a respective stake of 55%, 35% and 10%. The reclamation work is part of a master plan to establish a container freight station in Guangxi, which is of strategic significance as the autonomous region is among the locations that will derive long-term benefit from the Chinese government s One Belt, One Road initiative. To expedite development of the logistics business in Guangxi, the Group and its partners will rent land in Qinzhou for use of the business in November of the current financial year. The Group s joint venture with Apollo Logisolutions Limited, a leading integrated logistics solutions provider in India, has been developing steadily since an agreement between the two parties was reached in March The latter has since placed an order for 270 tank containers with the Group for delivery to India by September Prospects The positive momentum experienced during the review period is expected to continue in the second half year owing to similar factors that have led to the current upturn, namely a recovering global economy; rise in international trade and the corresponding pick up in shipping volume, particularly in China; and strengthening market sentiment. What is more, with the inventory of new containers at a low level, due to the temporary closure of production lines during the review period, the ASP of dry freight containers should remain firm as well as the margin level of such products. Aside from the aforementioned developments, demand will be further stimulated by the improving performance of liner shipping companies which are more willing to allocate capital for the replacement of old containers as well as to purchase new containers to meet anticipated demand. Positive market sentiment has already led to strong demand for the Group s dry freight containers, with order books full for July and August 業 年 一 55% 35% 10% 一 中一 期 中 一 一 一 年 一 Apollo Logisolutions Limited 二零一七年 一 Apollo Logisolutions Limited 270 二零一七年 期 期 年 中 期 一 期 二零一七年七 27

29 Singamas Container Holdings Limited Interim Report 2017 Business Review (Continued) Prospects (Continued) As the Group s principal factories have completed conversion work to waterborne paint and have resumed operation, it will be fully capable of meeting demand during the remaining financial year. With regard to specialised containers, the Group will continue to work closely with customers to deliver customised solutions that address their needs. This would allow the Group to optimise resources, expand its portfolio and fortify its position in order to seize opportunities as this segment emerges from its current trough. As for the logistics services segment, the Group s developing ventures in Guangxi and India highlight its significance and ability to have a favourable and far-reaching impact on the Group as a whole. The management will therefore continue bolstering this business segment, nurturing endeavours with associated partners, and pursuing fresh opportunities that have the potential for delivering long-term benefits. With the recent business improvement, the Group will take every opportunity to strengthen its market position and will remain vigilant and prepared to take necessary action should global economic fluctuations return and impact on the market recovery. Interim Dividend The Directors are pleased to declare an interim dividend of HK1.5 cents per ordinary share for the six months ended 30 June 2017 (six months ended 30 June 2016: Nil), payable on or before Tuesday, 31 October 2017 to shareholders whose names appear on the register of members of the Company at close of business on Friday, 20 October

30 勝獅貨櫃企業有限公司二零一七年中期報告 Closure of Register of Members The register of members of the Company will be closed from Wednesday, 18 October 2017 to Friday, 20 October 2017, both days inclusive, during which period no transfer of shares will be effected. In order to qualify for this interim dividend, all transfers accompanied by the relevant share certificates must be lodged with the Company s share registrar, Computershare Hong Kong Investor Services Limited at Shops , 17th Floor, Hopewell Centre, 183 Queen s Road East, Wanchai, Hong Kong for registration no later than 4:30 p.m. on Tuesday, 17 October Audit Committee The Audit Committee of the Company has reviewed with management the accounting principles and practices adopted by the Group and discussed auditing, internal controls, risk management and financial reporting matters including a review of the unaudited interim financial statements for the six months ended 30 June 2017 ( Interim Report ). At the request of the Directors, the Group s external auditors have carried out a review of the Interim Report in accordance with Hong Kong Standard on Review Engagements 2410 Review of Interim Financial Information Performed by the Independent Auditor of the Entity issued by the HKICPA. Liquidity and Financial Resources As at 30 June 2017, the Group had bank balances and cash of US$200,360,000 (31 December 2016: US$209,009,000) and total interest-bearing debts of US$392,965,000 (31 December 2016: US$365,540,000). This represented a gearing ratio, calculated on the basis of the Group s total interest-bearing debts over equity attributable to owners of the Company, was 0.71 (31 December 2016: 0.69) and a net debt to equity ratio, calculated on the basis of the Group s net interest-bearing debts (after deducting bank balances and cash of US$200,360,000) over equity attributable to owners of the Company was 0.35 (31 December 2016: 0.29). Due to increase in bank borrowings to support the construction projects and the increase in lending rate, interest expense increased as compared with corresponding period last year, the calculation of interest coverage ratio of the Group s profit before interest, tax, depreciation and amortization (EBITDA) to total net interest expense for the six months ended 30 June 2017 was 6.65 (2016: N/A). 二零一七年 期 二零一七年 二 期 期 中期 二零一七年 七 期二 一 中 183 中 報 二零一七年 中期 報 中期報告 2410 中期 中期報告 二零一七年 200,360,000 二零一 年 二 一 209,009, ,965,000 二零一 年 二 一 365,540, 二零一 年 二 一 二零一 年 二 一 ,360,000 年 期 (EBITDA) 二零一七年 6.65 二零一 年 29

31 Singamas Container Holdings Limited Interim Report 2017 Treasury Policies The Group s revenues are largely transacted in US dollars ( US$ ). However, certain operating expenses are transacted in other currencies including Hong Kong dollars ( HK$ ) and Chinese Renminbi ( RMB ). As the cost of borrowing in US$ was lower than that of in RMB, the Group has principally borrowed in US$ during the review period. Of the total interest-bearing debts as at 30 June 2017, the maturity profile spread over a period of three years with US$54,509,000 repayable within one year and US$338,456,000 within two to three years. The Group s interest-bearing debts are principally on a floating rate basis. In order to hedge against the interest rate risk arising from the potential increase in interest rate in relation to the term loan, the Company entered into certain interest rate swap contracts to partially swap the term loan in floating rate to fixed rate. Disclosure Pursuant to Rule of the Listing Rules On 25 April 2017, the Company entered into a facility agreement (the New Facility Agreement ) with The Hongkong and Shanghai Banking Corporation Limited and Industrial Bank Co., Ltd., Hong Kong Branch as mandated lead arrangers and bookrunners; Bank of Communications Co., Ltd., Hong Kong Branch, Bangkok Bank Public Company Limited, Hong Kong Branch, DBS Bank Ltd., United Overseas Bank Limited and Chiyu Banking Corporation Limited as mandated lead arrangers and Oversea-Chinese Banking Corporation Limited as lead arranger for a term of three years for the purpose of (a) first, financing the repayment of the existing banking facilities entered into on 24 September 2013 ( Existing Loans ) in full; and (b) once the Existing Loans have been repaid in full, financing the capital expenditure of the Group s container manufacturing operations. The New Facility Agreement includes conditions to the effect that Mr. Teo Siong Seng and his family members shall maintain the management control of any member of the Group. A breach of the above conditions will constitute a prepayment event under the New Facility Agreement. If such prepayment event occurs, all amounts outstanding under the New Facility Agreement may become immediately due and payable. 54,509, ,456, (a) (b) 30

32 勝獅貨櫃企業有限公司二零一七年中期報告 Charges on Assets As at 30 June 2017, no asset of the Group (31 December 2016: Nil) was pledged as securities to any third parties. Remuneration Policies and Number of Employees The remuneration policies adopted for the six months ended 30 June 2017 are consistent with those disclosed in the Group s 2016 Annual Report. As at 30 June 2017, the Group, including its subsidiaries employed 8,631 full-time employees; its associates and joint ventures employed 1,258 full-time employees in total. Directors Interests and Short Positions in Shares, Underlying Shares and Debentures As at 30 June 2017, the interests or short positions of the Directors or chief executive in the shares of the Company (the Shares ), underlying Shares or debentures of the Company or any associated corporations (within the meaning of Part XV of the SFO) which (a) were required notification to the Company and The Stock Exchange of Hong Kong Limited (the Stock Exchange ) pursuant to Divisions 7 and 8 of Part XV of the Securities and Futures Ordinance (the SFO ) (including interests or short positions which any such Director or chief executive is taken or deemed to have under such provisions of the SFO); or which (b) were required pursuant to Section 352 of the SFO to be entered into the register maintained by the Company; or which (c) were required, pursuant to Model Code for Securities Transactions by Directors of Listed Issuers (the Model Code ) contained in the Appendix 10 of the Rules Governing the Listing of Securities on the Stock Exchange (the Listing Rules ), to be notified to the Company and the Stock Exchange were as follows: 二零一七年 二零一 年 二 一 二零一七年 二零一 年年報 一 二零一七年 8,631 1,258 二零一七年 期 XV (a) 期 XV 7 8 期 (b) 期 352 (c) 31

33 Singamas Container Holdings Limited Interim Report 2017 Directors Interests and Short Positions in Shares, Underlying Shares and Debentures (Continued) (a) The Shares (a) Name Capacity Number of Shares/ Underlying Shares Held Personal Corporate Interest Interest Other Total Interest Percentage of Total Issued Shares Mr. Teo Siong Seng (Note 1) 1 Mr. Chan Kwok Leung (Note 2) 2 Mr. Teo Tiou Seng (Note 3) 3 Ms. Chung Pui King, Rebecca (Note 4) 4 Mr. Kuan Kim Kin (Note 5) 5 Mr. Tan Chor Kee (Note 6) 6 Mr. Yang, Victor (Note 7) 7 Beneficial Owner Beneficial Owner Beneficial Owner Beneficial Owner Beneficial Owner Spouse Interest Beneficial Owner 44,045,250 44,045, , , , , , , , , ,000 6, , , Notes: (1) The personal interest of Mr. Teo Siong Seng represents the interest in 42,377,250 Shares and interest in 1,668,000 underlying Shares in respect of the share options granted by the Company, the details of which are stated in the following section Share Options. (2) The personal interest of Mr. Chan Kwok Leung represents the interest in 719,250 underlying Shares in respect of the share options granted by the Company, the details of which are stated in the following section Share Options. (1) 42,377,250 1,668,000 (2) 719,250 32

34 勝獅貨櫃企業有限公司二零一七年中期報告 Directors Interests and Short Positions in Shares, Underlying Shares and Debentures (Continued) (a) The Shares (Continued) Notes: (Continued) (a) (3) The personal interest of Mr. Teo Tiou Seng represents the interest in 196,780 Shares and interest in 80,000 underlying Shares in respect of the share options granted by the Company, the details of which are stated in the following section Share Options. (4) The personal interest of Ms. Chung Pui King, Rebecca represents the interest in 195,291 Shares and interest in 83,334 underlying Shares in respect of the share options granted by the Company, the details of which are stated in the following section Share Options. (5) The personal interest of Mr. Kuan Kim Kin represents the interest in 104,000 Shares and interest in 172,780 underlying Shares in respect of the share options granted by the Company, the details of which are stated in the following section Share Options. (6) Ms. Lee Tew Guan, spouse of Mr. Tan Chor Kee holds 6,000 Shares. Mr. Tan Chor Kee is deemed to be interested in 6,000 Shares held by Ms. Lee Tew Guan. (7) The personal interest of Mr. Yang, Victor represents the interest in 120,000 underlying Shares in respect of the share options granted by the Company, the details of which are stated in the following section Share Options. All the interests disclosed above represent long position in the Shares and underlying Shares. (b) Share Options Particulars of the share option scheme adopted by the Company on 1 June 2007 (the Option Scheme ) are set out in note 20 to the condensed consolidated financial statements. The Option Scheme remain in force for a period of 10 years commencing from 1 June Options complying the provisions of the Listing Rules which are granted during the duration of the Option Scheme and remain unexercised immediately prior to the end of the 10 year period shall continue to be exercisable in accordance with their terms of grant within the option period for which such options are granted, notwithstanding the expiry of the Option Scheme. (3) 196,780 80,000 (4) 195,291 83,334 (5) 104, ,780 (6) 6,000 6,000 中 (7) 120,000 (b) 二零零七年 一 報 20 二零零七年 一 年 一 期 年期 期 期 33

35 Singamas Container Holdings Limited Interim Report 2017 Directors Interests and Short Positions in Shares, Underlying Shares and Debentures (Continued) (b) Share Options (Continued) Movements of the share options under the Option Scheme during the period are as follows: (b) Number of Share Options Name/ Category of Participants As at 1 January 2017 Granted Exercised Lapsed As at 30 June 2017 Grant Date Exercisable Period (Notes a, b & c) a b c Exercise Price HK$ Directors Mr. Teo Siong Seng 2,613,000 (2,613,000) 28/6/ /6/ /6/ ,613,000 (2,613,000) 28/6/ /6/ /6/ ,613,000 (2,613,000) 28/6/ /6/ /6/ ,333 1,333 1/7/2010 1/7/ /6/ , ,333 1/7/2010 1/7/ /6/ , ,334 1/7/2010 1/7/ /6/ ,507,000 (7,839,000) 1,668,000 Mr. Chan Kwok Leung 522,600 (522,600) 28/6/ /6/ /6/ ,600 (522,600) 28/6/ /6/ /6/ ,600 (522,600) 28/6/ /6/ /6/ /8/2008 6/8/2009-5/8/ /8/2008 6/8/2010-5/8/ , ,750 6/8/2008 6/8/2011-5/8/ , ,666 1/7/2010 1/7/ /6/ , ,667 1/7/2010 1/7/ /6/ , ,667 1/7/2010 1/7/ /6/ ,287,050 (1,567,800) 719,250 Mr. Teo Tiou Seng 130,650 (130,650) 28/6/ /6/ /6/ ,650 (130,650) 28/6/ /6/ /6/ ,650 (130,650) 28/6/ /6/ /6/ ,000 40,000 1/7/2010 1/7/ /6/ ,000 40,000 1/7/2010 1/7/ /6/ ,950 (391,950) 80,000 Ms. Chung Pui King, 261,300 (261,300) 28/6/ /6/ /6/ Rebecca 261,300 (261,300) 28/6/ /6/ /6/ ,300 (261,300) 28/6/ /6/ /6/ /7/2010 1/7/ /6/ ,333 83,333 1/7/2010 1/7/ /6/ ,234 (783,900) 83,334 34

36 勝獅貨櫃企業有限公司二零一七年中期報告 Directors Interests and Short Positions in Shares, Underlying Shares and Debentures (Continued) (b) Share Options (Continued) (b) Number of Share Options Name/ Category of Participants As at 1 January 2017 Granted Exercised Lapsed As at 30 June 2017 Grant Date Exercisable Period (Notes a, b & c) a b c Exercise Price HK$ Directors (Continued) Mr. Kuan Kim Kin 130,650 (130,650) 28/6/ /6/ /6/ ,650 (130,650) 28/6/ /6/ /6/ ,650 (130,650) 28/6/ /6/ /6/ /8/2008 6/8/2009-5/8/ /8/2008 6/8/2010-5/8/ ,260 52,260 6/8/2008 6/8/2011-5/8/ ,000 40,000 1/7/2010 1/7/ /6/ ,000 40,000 1/7/2010 1/7/ /6/ ,000 40,000 1/7/2010 1/7/ /6/ ,730 (391,950) 172,780 Mr. Ong Ka Thai 130,650 (130,650) 28/6/ /6/ /6/ (Note d) d 130,650 (130,650) 28/6/ /6/ /6/ ,650 (130,650) 28/6/ /6/ /6/ /8/2008 6/8/2009-5/8/ ,260 52,260 6/8/2008 6/8/2010-5/8/ ,260 52,260 6/8/2008 6/8/2011-5/8/ ,000 40,000 1/7/2010 1/7/ /6/ ,000 40,000 1/7/2010 1/7/ /6/ ,000 40,000 1/7/2010 1/7/ /6/ ,730 (391,950) 224,780 Mr. Yang, Victor 40,000 40,000 1/7/2010 1/7/ /6/ ,000 40,000 1/7/2010 1/7/ /6/ ,000 40,000 1/7/2010 1/7/ /6/ , ,000 Sub-total 14,434,694 (11,366,550) 3,068,144 35

37 Singamas Container Holdings Limited Interim Report 2017 Directors Interests and Short Positions in Shares, Underlying Shares and Debentures (Continued) (b) Share Options (Continued) (b) Number of Share Options Name/ Category of Participants As at 1 January 2017 Granted Exercised Lapsed As at 30 June 2017 Grant Date Exercisable Period (Notes a, b & c) a b c Exercise Price HK$ Employees in 391,950 (391,950) 28/6/ /6/ /6/ aggregate e 391,950 (391,950) 28/6/ /6/ /6/ (Note e) 391,950 (391,950) 28/6/ /6/ /6/ , ,925 6/8/2008 6/8/2011-5/8/ ,668 84,668 1/7/2010 1/7/ /6/ , ,667 1/7/2010 1/7/ /6/ , ,665 1/7/2010 1/7/ /6/ Sub-total 1,681,775 (1,175,850) 505,925 All other employees in aggregate 348,400 (348,400) 28/6/ /6/ /6/ ,400 (348,400) 28/6/ /6/ /6/ ,400 (348,400) 28/6/ /6/ /6/ , ,954 6/8/2008 6/8/2009-5/8/ , ,953 6/8/2008 6/8/2010-5/8/ , ,953 6/8/2008 6/8/2011-5/8/ Sub-total 1,486,060 (1,045,200) 440,860 Total 17,602,529 (13,587,600) 4,014,929 Notes: (a) The share options with the exercise price of HK$3.93 are vested and exercisable in three tranches on 28 June 2008, 2009 and 2010 respectively and up to 27 June Pursuant to the Option Scheme, the share options with the exercise price of HK$3.93 had lapsed on 28 June (a) (b) The share options with the exercise price of HK$1.48 are vested and exercisable in three tranches on 6 August 2009, 2010 and 2011 respectively and up to 5 August (b)

38 勝獅貨櫃企業有限公司二零一七年中期報告 Directors Interests and Short Positions in Shares, Underlying Shares and Debentures (Continued) (b) Share Options (Continued) Notes: (Continued) (b) (c) The share options with the exercise price of HK$1.38 are vested and exercisable in three tranches on 1 July 2011, 2012 and 2013 respectively and up to 30 June (c) 1.38 二零一一年七 一 二零一二年七 一 二零一 年七 一 期 二零二零年 (d) Mr. Ong Ka Thai ( Mr. Ong ), a former Director, retired from office at the 2017 annual general meeting held on 22 June 2017 ( 2017 AGM ) and did not offer himself for re-election. Pursuant to the Option Scheme, the 391,950 underlying Shares and 224,780 underlying Shares held by Mr. Ong were lapsed on 28 June 2017 and 23 July 2017 respectively. (d) 二零一七年 二 二 二零一七年 年 二零一七年 年 391,950224,780 二零一七年 二 二零一七年七 二 (e) Employees are working under employment contracts that are regarded as continuous contracts for the purposes of the Employment Ordinance. (e) At no time during the period was the Company, its holding companies, fellow subsidiaries or any of its subsidiaries a party of any arrangement to enable the Directors to acquire benefits by means of the acquisition of shares in, or debentures of, the Company or any other body corporate. Save as disclosed above, none of Directors nor their associates, had any other interests or short positions in the Shares, underlying Shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which (a) were required notification to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short positions which any such Director or chief executive is taken or deemed to have under such provisions of the SFO); or which (b) were required pursuant to Section 352 of the SFO to be entered into the register maintained by the Company; or which (c) were required, pursuant to the Model Code contained in the Listing Rules, to be notified to the Company or the Stock Exchange and none of Directors, nor their spouse or children under the age of 18, had any right to subscribe for securities of the Company, or had exercised any such right during the period. 期 期 XV (a) 期 XV7 8 期 (b) 期 352 (c) 期 37

39 Singamas Container Holdings Limited Interim Report 2017 Substantial Shareholders Interests As at 30 June 2017, according to the register kept by the Company pursuant to Section 336 of the SFO, and so far as was known to any Director or chief executive of the Company, the following persons (other than the interests of certain Directors disclosed under the section headed Directors Interests and Short Positions in Shares, Underlying Shares and Debentures above), had an interest or a short position in the Shares and underlying Shares which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO: 336 XV 2 3 Number of Ordinary Shares of Name Notes Direct Interest Indirect Interest Percentage of Total Issued Shares Mr. Chang Yun Chung (1) 493, ,825, Madam Lee Kheng Wah (2) 994,318, Pacific International Lines (Private) Limited ( PIL ) PIL Holdings Pte. Ltd. ( PIL Holdings ) Y. C. Chang & Sons Private Limited Prime Capital Management (Cayman) Limited (1) 993,825, (1) 993,825, (3) 993,825, ,061,

40 勝獅貨櫃企業有限公司二零一七年中期報告 Substantial Shareholders Interests (Continued) Notes: (1) A total of 993,825,345 Shares are directly held by PIL. PIL is 100% owned by PIL Holdings and Mr. Chang Yun Chung is interested, in aggregate, in 496,800,000 shares representing 89.61% of the issued share capital of PIL Holdings. Mr. Chang Yun Chung s interest in shares of PIL Holdings comprises a personal interest in 79,275,000 shares and corporate interests in 175,500,000 shares through South Pacific International Holdings Limited, a company in which he holds 2.02% of the issued share capital and 242,025,000 shares through Y.C. Chang & Sons Private Limited, a company in which he holds 5.71% of the issued share capital. Messrs. Teo Siong Seng and Teo Tiou Seng, Directors, both of their interests in shares of PIL Holdings comprise personal interests in 3,600,000 shares and 2,400,000 shares respectively and representing 0.65% and 0.43% of the issued share capital of PIL Holdings. (2) Madam Lee Kheng Wah, as the spouse of Mr. Chang Yun Chung, is deemed to be interested in these Shares. (3) PIL is a wholly-owned subsidiary of PIL Holdings in which Y.C. Chang & Sons Private Limited holds more than one-third of interests in PIL Holdings. Accordingly, Y.C. Chang & Sons Private Limited indirectly controls one-third or more of the voting rights in the shareholders meeting of PIL, in accordance with SFO, Y.C. Chang & Sons Private Limited is deemed to be interested in PIL s interests in the Company s issued Shares. All the interests disclosed above represent long position in the Shares. Save as disclosed above, there was no other person known to the Directors or chief executive, other than the Directors or chief executive of the Company, who, as at 30 June 2017, had an interest or a short position in the Shares and underlying Shares which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO. Purchase, Sale, or Redemption of the Company s Listed Securities Neither the Company nor any of its subsidiaries has purchased, sold or redeemed any of the Company s listed securities during the period. (1) 993,825,345 PIL Holdings100% 中 PIL Holdings 496,800,000 PIL Holdings 89.61% 中 PIL Holdings 79,275,000 South Pacific International Holdings Limited 中 2.02% 175,500,000 Y.C. Chang & Sons Private Limited 中 5.71% 242,025,000 PIL Holdings 3,600,000 2,400,000PIL Holdings 0.65% 0.43% (2) 中 中 (3) PIL Holdings Y.C. Chang & Sons Private LimitedPIL Holdings 一 Y.C. Chang & Sons Private Limited 一 期 Y.C. Chang & Sons Private Limited 二零一七年 期 XV2 3 公司 期 39

41 Singamas Container Holdings Limited Interim Report 2017 Update on Directors Information Pursuant to Rule 13.51B(1) of the Listing Rules In accordance with Rule 13.51B(1) of the Listing Rules, the changes in information of Directors of the Company subsequent to the date of Annual Report 2016 of the Company are set out below: 13.51B(1) 13.51B(1) Name of directors Details of changes Mr. Teo Siong Seng Mr. Teo Siong Seng ( Mr. Teo ) has been appointed as independent non-executive director of COSCO SHIPPING Holdings Co., Ltd., a joint stock limited company established in the People s Republic of China, the shares of which are listed on the Stock Exchange and the Shanghai Stock Exchange, with effect from 25 May () Mr. Tan Chor Kee According to the service agreement entered into between Mr. Tan Chor Kee ( Mr. Tan ) and the Company, the term of appointment for Mr. Tan has been changed to two years commencing from 22 June 2017 but subject to retirement and shall be eligible for re-election at the annual general meetings of the Company under the Company s Articles of Association ( Articles ). () () 40

42 勝獅貨櫃企業有限公司二零一七年中期報告 Update on Directors Information Pursuant to Rule 13.51B(1) of the Listing Rules (Continued) 13.51B(1) Name of directors Details of changes Mr. Cheng Fu Kwok, David According to the service agreement entered into between Mr. Cheng Fu Kwok, David ( Mr. Cheng ) and the Company, the term of appointment for Mr. Cheng has been changed to two years commencing from 22 June 2017 but subject to retirement and shall be eligible for re-election at the annual general meetings of the Company under the Articles. () 期 二零一七年 二 二 年期 年 On 22 June 2017, Mr. Cheng has been appointed as a member of nomination committee and remuneration committee of the Company following the retirement of Mr. Ong Ka Thai at the 2017 AGM. 二零一七年 二 二 二零一七年 年 41

43 Singamas Container Holdings Limited Interim Report 2017 Update on Directors Information Pursuant to Rule 13.51B(1) of the Listing Rules (Continued) 13.51B(1) Name of directors Details of changes Mr. Ong Ka Thai On 22 June 2017, Mr. Ong Ka Thai ( Mr. Ong ) has retired from his office as independent non-executive Director in accordance with the Articles and will not offer himself for re-election at the 2017 AGM. Upon the retirement of Mr. Ong taking effect, Mr. Ong ceased to be a member of each of the nomination committee and remuneration committee of the Company. Mr. Yang, Victor According to the service agreement entered into between Mr. Yang, Victor ( Mr. Yang ) and the Company, the term of appointment for Mr. Yang has been changed to three years commencing from 22 June 2017 but subject to retirement and shall be eligible for re-election at the annual general meetings of the Company under the Articles. () Save as disclosed above and the changes of underlying Shares of respective directors as disclosed in the section of Directors Interests and Short Positions in Shares, Underlying Shares and Debenture in this Interim Report, there is no other changes in the directors information required to be disclosed pursuant to Rule 13.51B(1) of the Listing Rules B(1) 42

44 勝獅貨櫃企業有限公司二零一七年中期報告 Compliance with the Code of Corporate Governance Code Throughout the period from 1 January 2017 to 30 June 2017, the Company has consistently adopted and complied with the applicable code provisions of the Corporate Governance Code (the Code ) as set out in Appendix 14 of the Listing Rules as guidelines to reinforce our corporate governance principles, except for certain deviations which are summarised below: (1) Code Provision A.2.1 As Mr. Teo Siong Seng took up both roles as the Chairman of the Board and the Chief Executive Officer of the Company, the roles of chairman and chief executive officer are not separated. The Board considers that this structure has the advantage of a strong and consistent leadership which is conducive to making and implementing decisions efficiently and consistently; and (2) Code Provision A.6.7 Due to other commitments, two Non-executive Directors of the Company had not attended the 2017 AGM. Statement of Directors Responsibilities for Financial Statements All Directors acknowledge that they are responsible for overseeing the preparation of the financial statements of the Company. In preparing the financial statements for the six months ended 30 June 2017, the Directors have selected suitable accounting policies and applied them consistently, adopted all applicable new Hong Kong Financial Reporting Standards which are in conformity to the International Financial Reporting Standards, made judgments and estimates that are prudent and reasonable and prepared the accounts on a going concern basis. 企業 二零一七年一 一 二零一七年 期 一 (1) A.2.1 一 (2) A.6.7 二零一七年 年 報 二零一七年 報 報告 報告 一 43

45 Singamas Container Holdings Limited Interim Report 2017 Compliance with the Model Code The Company has adopted the Model Code as set out in Appendix 10 to the Listing Rules as the code of conduct regarding Directors securities transactions. Having made specific enquiry of the Directors, all of the Directors have complied with, for any part of the accounting period covered by the Interim Report, the required standard set out in the Model Code. By Order of the Board Singamas Container Holdings Limited Teo Siong Seng Chairman and Chief Executive Officer Hong Kong, 28 August 2017 The Directors as at the date of this Interim Report are Mr. Teo Siong Seng, Mr. Chan Kwok Leung, Mr. Teo Tiou Seng and Ms. Chung Pui King, Rebecca as executive Directors, Mr. Kuan Kim Kin and Mr. Tan Chor Kee as non-executive Directors and Mr. Cheng Fu Kwok, David, Mr. Lau Ho Kit, Ivan and Mr. Yang, Victor as independent non-executive Directors. 44