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2 Contents T1-501A +86 (10) (10) K (21) (21) Fortunet e-commerce Group Limited Interim Report 2017

3 Contents Corporate Information Management Discussion and Analysis Consolidated Statement of Profit or Loss and Other Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Changes in Equity Condensed Consolidated Cash Flow Statement Notes to the Unaudited Interim Financial Report Review Report Other Information

4 Corporate Information DIRECTORS Executive Directors Mr. Cheng Jerome (Chairman) Mr. Yuan Weitao Non-Executive Director Mrs. Guo Yan Independent Non-Executive Directors Mr. Wong Chi Keung Mr. Chan Chi Keung, Alan Mr. Liu Jialin (appointed on 1 April 2017) Mr. Liu Erhfei (resigned on 1 April 2017) COMPANY SECRETARY Mr. Chan Chi Keung, Billy AUDIT COMMITTEE Mr. Wong Chi Keung (Chairman) Mr. Chan Chi Keung, Alan Mr. Liu Jialin (appointed on 1 April 2017) Mr. Liu Erhfei (resigned on 1 April 2017) REMUNERATION COMMITTEE Mr. Liu Jialin (Chairman) (appointed on 1 April 2017) Mr. Liu Erhfei (Chairman) (resigned on 1 April 2017) Mr. Cheng Jerome Mr. Wong Chi Keung NOMINATION COMMITTEE Mr. Cheng Jerome (Chairman) Mr. Wong Chi Keung Mr. Chan Chi Keung, Alan PRINCIPAL SHARE REGISTRAR AND TRANSFER OFFICE SMP Partners (Cayman) Limited Royal Bank House 3rd Floor 24 Shedden Road P.O. Box 1586 Grand Cayman KY Cayman Islands Cheng Jerome Cheng Jerome Cheng Jerome SMP Partners (Cayman) Limited Royal Bank House 3rd Floor 24 Shedden Road P.O. Box 1586 Grand Cayman KY Cayman Islands 2 Fortunet e-commerce Group Limited Interim Report 2017

5 Corporate Information PRINCIPAL PLACE OF BUSINESS IN HONG KONG Room , 10/F, Sun Hung Kai Centre 30 Harbour Road, Wanchai Hong Kong PRINCIPAL BANKERS Bank of China China Construction Bank Bank of Communications The Hong Kong and Shanghai Banking Corporation AUDITORS KPMG LEGAL ADVISOR MinterEllison STOCK CODE 1039 HONG KONG SHARE REGISTRAR Computershare Hong Kong Investor Services Limited Shops , 17th Floor, Hopewell Centre 183 Queen s Road East, Wanchai Hong Kong COMPANY S WEBSITE INVESTOR RELATIONSHIP Mr. Chan Chi Keung, Billy ir@cigmall.cn ir@cigmall.cn 3

6 Management Discussion and Analysis BUSINESS REVIEW The Group is engaged in electronic commerce ( e-commerce ) business through cross-border electronic distribution platforms and mobile applications sourcing, importing and channeling authentic goods from suppliers abroad and then distributing and reselling such goods to domestic retailers and consumers in the People s Republic of China (the PRC ), and other general trading businesses. The Group also developed an electronic trading platform with the unique nature, aims to integrate the resources and strategic advantages of the joint venture partners and operate the Point-Connect digital point alliance system ( ChangYo Digital Point Business Ecosystem Alliance ). The points earned by customers through various channels can be exchanged globally in the form of virtual assets and credit for the consumption of merchandise, games, services and other commercial transactions. Before the disposal of Chang Feng Holding (Hong Kong) Limited and its subsidiaries (the Chang Feng Group ) in April 2017, the Group was also an independent axle component provider for the PRC s medium duty truck ( MDT ) and heavy duty truck ( HDT ) aftermarket and also an independent axle assembly provider for the PRC s MDT and HDT original equipment manufacturers ( OEMs ) market. Due to the continued deterioration of the business environment of the heavy duty truck market, the demand for axle assembles has declined significantly. In view of these circumstances, on 7 April 2017, the Group entered into a conditional agreement to sell the entire interest in Chang Feng Group, details of which are disclosed in the Company s announcement dated 7 April 2017 and the supplemental announcement dated 19 April The disposal was completed on 28 April Point-Connect 4 Fortunet e-commerce Group Limited Interim Report 2017

7 Management Discussion and Analysis On 29 November 2016, Pointsea Holdings Company Limited ( Pointsea Holdings ), a non-wholly-owned subsidiary of the Company, entered into an agreement (the Agreement ) with Extra Step Investments Limited ( Extra Step ), a wholly-owned subsidiary of China Mobile (Hong Kong) Group Limited ( China Mobile ) and Joy Empire Holdings Ltd. ( Joy Empire ), a wholly-owned subsidiary of Bank of China Group Investment Limited ( Bank of China ), in relation to (i) the subscription of shares in Pointsea Company Limited ( PCL ); and (ii) the cooperation in the development of the business of PCL and its subsidiaries. On 20 May 2017, China Eastern Airlines E-Commerce Co., Ltd () ( Eastern E-Commerce ), a wholly-owned subsidiary of China Eastern Airlines Corporation Limited ( China Eastern Airlines ), has executed a deed of accession and joined as a party to the Agreement in its capacity as one of the investors. Please refer to the announcements of the Company dated 29 November 2016, 7 December 2016 and 30 June 2017 for further details. On 20 June 2017, all the conditions precedent under the Agreement have been fulfilled and completion of the subscription of additional shares in PCL by Pointsea Holdings. Extra Step, Joy Empire and Eastern E-Commerce took place pursuant to the terms of the Agreement. PCL is held as to 50% by Pointsea Holdings, around 16.67% by Extra Step, around 16.67% by Joy Empire and around 16.67% by Eastern E-Commerce. Electronic commerce business The Group has started the electronic commerce business since March 2015, initially through the operation of business-to-business platform. This business-to-business mode is to set up a direct path between pre-identified overseas suppliers, distributors and domestic retailers in the PRC. The Group has commenced practical businesses with hundreds of brand suppliers in Europe, covering thousands of brand producers, and established strategic cooperation relationships with some famous brand groups. The Group has launched a business-to-customer e-commerce platform since September 2015 in four main themes of product categories, namely affordable luxury, nursery, cosmetics and health. The Company has developed cooperation with some well established partners in various regions around the world. Besides, the Group has other trading businesses in connection with the electronic commerce business. Extra Step Investments LimitedExtra Step Joy Empire Holdings Ltd.Joy Empire (i) (ii) Extra Step Joy Empire Extra Step Joy Empire 50% 16.67%16.67%16.67% 5

8 Management Discussion and Analysis For the six months ended 30 June 2017, revenue from electronic commerce business segment amounted to approximately RMB90.2 million (30 June 2016: RMB199.1 million). The total revenue from this segment accounted for approximately 73% (30 June 2016: approximately 85%) of the Group s total revenue. ChangYo Digital Point Business Ecosystem Alliance The Group developed a membership point alliance with various business partners, including Bank of China, China Mobile and China Eastern Airlines, to realise points from different industries for conversion to alliance points in the ChangYo platform. The users can redeem the alliance points for customized merchandises, games, services in the form of online and offline consumption. The Board is of the view that this will bring the Group further strategic business opportunities. Axle business The Group sells axle assemblies directly to OEMs in the PRC on a made-to-order basis to match its customers specification requirements. A small portion of axle components are occasionally sold to other axle assembly providers. The Group is an independent axle component provider for China s MDT and HDT aftermarket with diversified product offerings among independent axle component providers in the PRC. The axle components are sold to customers in the aftermarket through its extensive sales, marketing and services network across the PRC. For the six months ended 30 June 2017, revenue from the OEM market and aftermarket business segment amounted to approximately RMB32.7 million (30 June 2016: approximately RMB35.1 million), representing a decrease of approximately 7% as compared with the corresponding period in 2016, and accounted for approximately 27% (30 June 2016: approximately 15%) of the Group s total revenue. The axle business was disposed of in April % 85% % 27% 15% 6 Fortunet e-commerce Group Limited Interim Report 2017

9 Management Discussion and Analysis FINANCIAL REVIEW Revenue The Group recorded a consolidated revenue of approximately RMB122.9 million (30 June 2016: approximately RMB234.2 million), decrease by approximately 48% as compared with the corresponding period in Revenue from the Group s electronic commerce segment was RMB90.2 million for the six months ended 30 June 2017 (30 June 2016: RMB199.1 million), representing approximately 73% (30 June 2016: approximately 85%) of the Group s total revenue. The decrease was due to decrease in the sales to certain major customers of the Group s electronic commerce segment resulting from intensive competition from other electronic commerce business service providers. Revenue from the Group s axle business segment for the six months ended 30 June 2017 decreased by approximately 7% to RMB32.7 million (30 June 2016: RMB35.1 million). The revenue from this segment was diminishing as a result of the disposal of Chang Feng Group. Gross (loss)/profit Gross loss for the six months ended 30 June 2017 amounted to approximately RMB5.7 million, as compared with the gross profit of approximately RMB10.6 million for the corresponding period in The decrease in gross profit was mainly due to continuing depressed business environment of axle business segment together with the significant price competition among competitors. Other income Other income of the Group for the six months ended 30 June 2017 amounted to approximately RMB225,000 (30 June 2016: approximately RMB20.3 million). The decrease was mainly attributable to the one-off gain amounted to RMB20.0 million on disposal of (Kaifeng Changfeng Axle Co., Ltd*) and its subsidiary in (Impairment losses)/reversal of impairment losses Impairment losses of the Group for the six months ended 30 June 2017 amounted to approximately RMB9.1 million, represented for the impairment losses on goodwill of approximately RMB14.8 million and offset by the reversal of impairment losses on trade and other receivables of approximately RMB5.7 million % % 85% 7% ,

10 Management Discussion and Analysis Selling and distribution expenses Selling and distribution expenses of the Group for the six months ended 30 June 2017 decreased to approximately RMB7.3 million (30 June 2016: approximately RMB18.6 million). The decrease was mainly attributable to the decrease in selling and distribution expenses of staff costs and marketing expenses in the electronic commerce business and the decline in the axle business particularly due to the disposal of Chang Feng Group. Administrative expenses The Group s administrative expenses for the six months ended 30 June 2017 increased to approximately RMB56.2 million, as compared to RMB26.9 million for the corresponding period in The increase was mainly attributable to the equity-settled share-based payment expenses and the cost for setting up the ChangYo Digital Point Business Ecosystem Alliance including rental of new office in Shanghai, staff recruitment, system development, etc.. Finance income/(costs) The Group incurred finance income of approximately RMB9.4 million for the six months ended 30 June The increase in finance income was mainly due to the income of RMB26.5 million changes in fair value on derivative components of the convertible bonds with aggregate principal amount of US$10 million and the decrease in finance charge on secured notes of RMB8.6 million. Gain on disposal of subsidiaries The Group disposed the Chang Feng Group in April 2017 and recorded gain on disposal of RMB141.5 million. Taxation The Group recorded income tax charge of RMB15.9 million (30 June 2016: income tax credit of approximately RMB8.8 million) for the six months ended 30 June 2017, mainly representing the write-down of deferred tax assets of the electronic commerce segment. LIQUIDITY AND FINANCIAL RESOURCES As at 30 June 2017, cash and cash equivalents of the Group amounted to approximately RMB506.5 million (31 December 2016: approximately RMB90 million) Fortunet e-commerce Group Limited Interim Report 2017

11 Management Discussion and Analysis As compared with the position as at 31 December 2016, cash and cash equivalents increased by approximately RMB416.5 million, resulting from the net cash outflow from operating activities of approximately RMB44.8 million for the six months ended 30 June 2017 (year ended 31 December 2016: RMB71.3 million), the net cash outflow from investing activities of approximately RMB55.3 million for the six months ended 30 June 2017 (year ended 31 December 2016: RMB27.2 million) and the net cash inflow from financing activities of approximately RMB522.8 million for the six months ended 30 June 2017 (year ended 31 December 2016: net cash outflow of RMB13.6 million). As at 30 June 2017, net current assets of the Group amounted to approximately RMB475.1 million (31 December 2016: net current liabilities of approximately RMB137.8 million). As at 30 June 2017, the current ratio (representing total current assets divided by total current liabilities) of the Group was approximately 6.04 (31 December 2016: approximately 0.79). As at 30 June 2017, total assets of the Group were approximately RMB676.3 million (31 December 2016: approximately RMB733.8 million) and total liabilities were approximately RMB97 million (31 December 2016: approximately RMB647.2 million). The debt ratio (representing total liabilities divided by total assets) as at 30 June 2017 was 0.14 as compared to 0.88 as at 31 December As at 30 June 2017, the Group had total borrowings (including bank and other loans, secured notes and convertible bonds) of approximately RMB88.1 million (31 December 2016: approximately RMB452.8 million). The decrease was mainly attributable to the disposal of Chang Feng Group in April 2017 and the redemption of secured notes in January The gearing ratio (representing total borrowings divided by total equity) was approximately 0.15 (31 December 2016: approximately 5.23). The convertible bonds with aggregate principal amount of US$10 million can be converted into ordinary shares of the Company at an initial conversion price of HK$1.06 per share (subject to adjustment) for the principal amount of US$6 million and HK$1.50 per share (subject to adjustment) for the principal amount of US$4 million. Assuming full conversion of the convertible bonds at the initial conversion prices at the exchange rate of US$1 = HK$7.75, a maximum number of 64,534,590 conversion shares may be issued ,534,590 9

12 Management Discussion and Analysis Property, plant and equipment, lease prepayments and assets classified as held-for-sale As at 30 June 2017, property, plant and equipment, lease prepayments and assets classified as held-for-sale were approximately RMB8.9 million (31 December 2016: approximately RMB164.6 million). The decrease was mainly attributable to the disposal of Chang Feng Group in April Trade and other receivables Trade and other receivables of the Group as at 30 June 2017 were approximately RMB61.1 million (31 December 2016: approximately RMB315.4 million). The significant decrease in balance was mainly due to the proceeds from placing of shares of the Company in 2016 were received in early January Inventories The inventory balance of the Group as at 30 June 2017 was approximately RMB1.9 million (31 December 2016: approximately RMB29.3 million). The decrease was mainly attributable to the disposal of Chang Feng Group in April Trade and other payables Trade and other payables of the Group as at 30 June 2017 were approximately RMB6.2 million (31 December 2016: approximately RMB159.5 million). The decrease was mainly attributable to the disposal of Chang Feng Group in April Pledged assets As at 30 June 2017, no assets were pledged by the Group (31 December 2016: approximately RMB107.1 million) to secure the bank and other loans. Contingent liabilities and event after the reporting period As at 30 June 2017, the Group had no significant contingent liabilities. The Group had no significant event after the reporting period, except as disclosed in Note 27(a) (a) 10 Fortunet e-commerce Group Limited Interim Report 2017

13 Management Discussion and Analysis Capital commitment As at 30 June 2017, the Group committed to inject RMB200 million (31 December 2016: RMB100 million) in respect of investment in a subsidiary. Save as disclosed above, the Group had no other contracted capital commitments which were not provided in the interim financial statement. Employees As at 30 June 2017, the Group had 163 employees which are located in Beijing, Shanghai and Hong Kong. For the six months ended 30 June 2017, total staff costs were approximately RMB45 million. During the period, the Group also provided internal training, external training and correspondence courses for its staff in order to promote self-improvement and enhancement of skills relevant to work. Foreign exchange risk The business of the Group is mainly located in the PRC and most of the transactions are denominated in Renminbi. Most of the assets and liabilities of the Group except for some cash and cash equivalents, other receivables, secured notes and convertible bonds, are computed in Renminbi. As at 30 June 2017, the Group s net foreign currencies assets amounted to approximately RMB254.2 million (31 December 2016: RMB58.5 million). During the six months ended 30 June 2017, the Group did not utilize any future contracts, currency borrowings and otherwise to hedge against its foreign exchange risk. However, the Group will continue to monitor the risk exposures and will consider to hedge against material currency risk if required. SIGNIFICANT INVESTMENTS HELD, MATERIAL ACQUISITIONS AND DISPOSALS OF SUBSIDIARIES, AND FUTURE PLANS FOR MATERIAL INVESTMENTS OR CAPITAL ASSETS Save for the disposal of the axle business as disclosed in this report, there were no other significant investments held nor material acquisitions or disposals of subsidiaries during the reporting period and there was no plan authorised by the Board for other material investments or additions of capital assets as at the date of this report

14 Management Discussion and Analysis PLEDGE OF SHARES BY CONTROLLING SHAREHOLDER On 3 June 2015, the Company issued secured notes (the Notes ) with an aggregate face value of US$20,000,000 (equivalent to approximately RMB122,352,000) to Chance Talent. The Notes bear interest at 13% per annum, payable semiannually. Subsequently, the Company redeemed the Notes on 13 January On 3 June 2015, the Company issued two secured convertible bonds with face value of USD6,000,000 (equivalent to approximately RMB36,706,000) ( CB1 ) and USD4,000,000 (equivalent to approximately RMB24,470,000) ( CB2 ) to Chance Talent. Both convertible bonds bear interest at 13% per annum and will mature on 3 June The Notes, CB1 and CB2 are secured by 505,581,818 ordinary shares in the Company owned by Century Investment (Holding) Limited ( CIHL ), an equity shareholder of the Company. Upon redemption of the Notes, 396,238,156 ordinary shares have been released on 15 March As at the date of this interim report, CIHL pledged its 109,343,662 ordinary shares in the Company (the Charged Shares ) to secure the obligations of the Company under the CB1 and CB2. The Charged Shares represent approximately 6.0% of the issued share capital of the Company. For further details of this transaction, please refer to the announcements of the Company dated 6 May 2015 and 3 June DIVIDEND The Board does not recommend payment of any interim dividend for the six months ended 30 June 2017 (30 June 2016: RMB Nil). PROSPECTS ChangYo Digital Point Business Ecosystem Alliance The Group together with CCB International Holdings Limited, China UnionPay Merchant Services Company Limited, China Mobile, Bank of China and China Eastern Airlines set up a joint venture group. Through the establishment of this joint venture group, the Group is developing and operating a global smart commercial financial platform for virtual asset management, credit payment and clearing. Chance Talent 20,000, ,352,000 13% Chance Talent 6,000,000 36,706,000 4,000,000 24,470,000 13% Century Investment (Holding) LimitedCIHL 505,581, ,238,156 CIHL 109,343, % 12 Fortunet e-commerce Group Limited Interim Report 2017

15 Management Discussion and Analysis The Digital Point Business Ecosystem Alliance is a virtual asset management operation platform developed by the Group. The Digital Point Business Ecosystem Alliance intends to facilitate inclusive financing through the use of the internet by allowing users to exchange and convert points earned under various channels into alliance points, a virtual asset used for online and offline consumption in merchandise or service transactions, which aims to promote better financial planning and wealth preservation for potential consumers in a secured environment. The Digital Point Business Ecosystem Alliance also proposes to feature new financial technologies such as blockchain, which enables users to effectively extract and develop big data samples and a precise and extensive database of consumer transactions and consumption behaviour for the purposes of developing a new three-inone internet credit system comprising corporate credit, individual credit and commodity credit. The Group also plans to collaborate with leading enterprises for blockchain technology research and development in the future to develop a universal standardised software and system solution for blockchain technology so as to make full use of the Digital Point Business Ecosystem Alliance. CentChain Co., Ltd (), a wholly foreign-owned enterprise ( WFOE ), was established in the PRC in July 2017, in which, the Digital Point Business Ecosystem Alliance will be operated under this WFOE. The platform is now rapidly developing and a ChangYo platform registered under Wechat has been established and is in operation in the second half of 2017, in which the users can earn or exchange alliance points by using this Wechat platform. In this platform, certain features such as online merchandise redemption, games, etc are launched and its membership and users is growing since its launch. In order to keep the freshness and attraction for the users, the Group is currently developing further new features in the platform and continues to source more suppliers to enlarge the merchandise base. The platform will continue to launch regular and ad hoc promotional activities to attract new users and maintain loyalty for existing users. We expect the Digital Point Business Ecosystem Alliance will start to generate returns in the forth quarter this year. 13

16 Management Discussion and Analysis Looking forward, the Group will place more focus on the development of the ChangYo Digital Point Business Ecosystem Alliance which is expected to generate a higher return and the Group will integrate the resources and strategic advantages of each company under the alliance and collaborate with major overseas financial payment companies to create digital points in the equivalent form of virtual assets, a cross-border virtual asset pool where consumers digital points can be used as virtual assets for worldwide circulation and which can achieve international strategies by offering shopping, service consumption and commercial purchasing with credits. The Group endeavors to create a Digital Points Business Ecosystem with the biggest impact the world, leading the commercial community to step into an era of intelligent internet. The Group is also in all times looking for business opportunities which will be supplement to our ChangYo platform with a view to increase its users base, users profiles, enhance revenue and return. e-commerce business At present, still a lot of business opportunities available to our e-commerce business, which experiencing rapid growth in the PRC. Looking forward, the Group will commit time and resources to develop its e-commerce business. With the start-up of ChangYo Digital Point Business Ecosystem Alliance, the Group expects that the ChangYo platform may create commercial synergies with our e-commerce business in coming future. With a well-developed professional team under e-commerce business, the Group will continue to explore other related business opportunities, including provision of services to fit its customers needs in their online business. 14 Fortunet e-commerce Group Limited Interim Report 2017

17 Consolidated Statement of Profit or Loss and Other Comprehensive Income For the six months ended 30 June 2017 unaudited (Expressed in Renminbi ( RMB )) Six months ended 30 June Note RMB 000 RMB 000 Revenue 4(a) 122, ,240 Cost of sales (128,595) (223,630) Gross (loss)/profit 4(a) (5,737) 10,610 Other income ,315 Selling and distribution expenses (7,302) (18,591) Administrative expenses (56,205) (26,875) Research and development costs (7,360) (15,945) (Impairment losses)/reversal of impairment losses 6 (9,129) 14,221 Loss from operations (85,508) (16,265) Finance income/(costs) 7(a) 9,361 (23,780) Gain on disposal of subsidiaries 8 141,495 Profit/(loss) before taxation 7 65,348 (40,045) Income tax 9 (15,904) 8,831 Profit/(loss) and total comprehensive income for the period 49,444 (31,214) Attributable to: Equity shareholders of the Company 86,191 (6,136) Non-controlling interests (36,747) (25,078) Profit/(loss) and total comprehensive income for the period 49,444 (31,214) Earnings/(loss) per share Basic (RMB cent) 10(a) 4.74 (0.40) Diluted (RMB cent) 10(b) 3.33 (0.40) The notes on pages 20 to 64 form part of this interim financial report

18 Consolidated Statement of Financial Position At 30 June 2017 unaudited (Expressed in RMB) At At 30 June 31 December Note RMB 000 RMB 000 Non-current assets Property, plant and equipment 11 8,903 82,970 Lease prepayments 12 11,207 Intangible assets 13 17,834 22,667 Goodwill 14 46,169 61,013 Deferred tax assets 24 33,940 50, , ,344 Current assets Inventories 15 1,853 29,259 Trade and other receivables 16 61, ,373 Assets classified as held-for-sale 17 70,398 Pledged bank deposits Cash and cash equivalents ,454 90, , ,493 Current liabilities Trade and other payables 19 6, ,511 Bank and other loans 20(a) 195,665 Secured notes ,161 Convertible bonds 22 88, ,976 Provisions 23 30,965 94, ,278 Net current assets/(liabilities) 475,072 (137,785) Total assets less current liabilities 581,918 90,559 Non-current liabilities Deferred tax liabilities 24 2,634 3,946 NET ASSETS 579,284 86,613 CAPITAL AND RESERVES 25 Share capital 118, ,209 Reserves 425,892 66,798 Total equity attributable to equity shareholders of the Company 544, ,007 Non-controlling interests 34,779 (88,394) TOTAL EQUITY 579,284 86,613 The notes on pages 20 to 64 form part of this interim financial report Fortunet e-commerce Group Limited Interim Report 2017

19 Consolidated Statement of Changes in Equity For the six months ended 30 June 2017 unaudited (Expressed in RMB) Attributable to equity shareholders of the Company Non- Share Share Capital Surplus Other Accumulated controlling Total capital premium reserve reserves reserve losses Total interests equity RMB 000 RMB 000 RMB 000 RMB 000 RMB 000 RMB 000 RMB 000 RMB 000 RMB 000 Balance at 1 January , , , ,020 (7,703) (1,160,133) 93,861 (21,770) 72,091 Changes in equity for the six months ended 30 June 2016: Loss and total comprehensive income for the period (6,136) (6,136) (25,078) (31,214) Effect on equity arising from acquisition of additional interest in a subsidiary 2,893 2,893 (2,893) Effect on equity arising from capital injection from non-controlling equity shareholder into a subsidiary Balance at 30 June 2016 and 1 July , , , ,020 (4,810) (1,166,269) 90,618 (49,709) 40,909 Changes in equity for the six months ended 31 December 2016: Loss and total comprehensive income for the period (170,468) (170,468) (38,685) (209,153) Issuance of shares (Note 25(b)) 25(b) 9, , , ,784 Equity-settled share-based transaction (Note 25(c)) 25(c) 11,073 11,073 11,073 Balance at 31 December ,209 1,021, , ,020 (4,810) (1,336,737) 175,007 (88,394) 86,613 The notes on pages 20 to 64 form part of this interim financial report

20 Consolidated Statement of Changes in Equity (Continued) For the six months ended 30 June 2017 unaudited (Expressed in RMB) Attributable to equity shareholders of the Company Non- Share Share Capital Surplus Other Accumulated controlling Total capital premium reserve reserves reserve losses Total interests equity RMB 000 RMB 000 RMB 000 RMB 000 RMB 000 RMB 000 RMB 000 RMB 000 RMB 000 Balance at 1 January ,209 1,021, , ,020 (4,810) (1,336,737) 175,007 (88,394) 86,613 Changes in equity for the six months ended 30 June 2017: Profit/(loss) and total comprehensive income for the period 86,191 86,191 (36,747) 49,444 Effect on equity arising from capital injections from non-controlling equity shareholders into subsidiaries 159, ,920 Issuance of shares (Note 25(b)) 25(b) 10, , , ,886 Equity-settled share-based transaction (Note 25(c)) 25(c) 20,421 20,421 20,421 Balance at 30 June ,613 1,273, , ,020 (4,810) (1,250,546) 544,505 34, ,284 The notes on pages 20 to 64 form part of this interim financial report Fortunet e-commerce Group Limited Interim Report 2017

21 Condensed Consolidated Cash Flow Statement For the six months ended 30 June 2017 unaudited (Expressed in RMB) Six months ended 30 June Note RMB 000 RMB 000 Operating activities Cash used in operations (44,817) (48,270) Income tax paid Net cash used in operating activities (44,817) (48,270) Investing activities Payments for purchase of property, plant and equipment and intangible assets (5,612) (23,526) Proceeds from disposal of property, plant and equipment 249 Proceeds from disposal of assets and liabilities classified as held-for-sale 4 Payments for disposal of subsidiaries, net of cash disposal of (401) Loan to a third party (49,605) Other cash flows arising from investing activities Net cash used in investing activities (55,273) (23,506) Financing activities Proceeds of new bank and other loans 60, ,636 Repayment of bank and other loans (54,505) (90,551) Proceeds from the issuance of shares, net of transaction costs 25(b) 503,864 Capital injection from non-controlling equity shareholders 159, Repayment of secured notes 21 (137,747) Other cash flows arising from financing activities (9,153) (17,832) Net cash generated from/(used in) financing activities 522,808 (3,715) Net increase/(decrease) in cash and cash equivalents 422,718 (75,491) Cash and cash equivalents at 1 January 18 90, ,632 Effect of foreign exchange rate changes (6,266) 3,074 Cash and cash equivalents at 30 June , ,215 The notes on pages 20 to 64 form part of this interim financial report

22 1 CORPORATE INFORMATION Fortunet e-commerce Group Limited (the Company ) was incorporated in the Cayman Islands on 21 May 2008 as an exempted company with limited liability under the Companies Law, Chapter 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands. The shares of the Company were listed on The Stock Exchange of Hong Kong Limited (the Stock Exchange ) on 24 September The condensed consolidated financial statements of the Company as at and for the six months ended 30 June 2017 comprise the Company and its subsidiaries (collectively referred to as the Group ). Upon disposal of the Group s manufacture and sale of axles business during the current period, the principal activities of the Group are the trading of goods through operation of electronic distribution platforms, mobile applications and other related means in the People s Republic of China (the PRC ). The Group is also in the process in developing an electronic trading platform, in which to facilitate awards earned by customers of loyalty programmes of other companies to be exchanged globally in the form of virtual assets and credits for consumption of merchandises, games, services and other commercial transactions. 2 BASIS OF PREPARATION This interim financial report has been prepared in accordance with the applicable disclosure provisions of the Rules Governing the Listing of Securities on the Stock Exchange, including compliance with Hong Kong Accounting Standard ( HKAS ) 34, Interim financial reporting, issued by the Hong Kong Institute of Certified Public Accountants (the HKICPA ). It was authorised for issue on 18 August The interim financial report has been prepared in accordance with the same accounting policies adopted in the 2016 annual financial statements, except for the accounting policy changes that are expected to be reflected in the 2017 annual financial statements. Details of any changes in accounting policies are set out in Note Fortunet e-commerce Group Limited Interim Report 2017

23 2 BASIS OF PREPARATION (CONTINUED) The preparation of an interim financial report in conformity with HKAS 34 requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses on a year to date basis. Actual results may differ from these estimates. This interim financial report contains condensed consolidated financial statements and selected explanatory notes. The notes include an explanation of events and transactions that are significant to an understanding of the changes in financial position and performance of the Group since the 2016 annual financial statements. The condensed consolidated interim financial statements and notes thereon do not include all of the information required for full set of financial statements prepared in accordance with Hong Kong Financial Reporting Standards ( HKFRSs ). The interim financial report is unaudited, but has been reviewed by KPMG 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. KPMG s independent review report to the board of directors of the Company is included on pages 65 to 66. The financial information relating to the financial year ended 31 December 2016 that is included in the interim financial report as being previously reported information does not constitute the Company s statutory financial statements for that financial year but is derived from those financial statements. Statutory financial statements for the year ended 31 December 2016 are available from the Company s registered office. The Company s auditors have expressed an unqualified opinion on those financial statements in their report dated 22 March

24 3 CHANGES IN ACCOUNTING POLICIES The HKICPA has issued several amendments to HKFRSs that are first effective for the current accounting period of the Group. None of these developments has had a material effect on how the Group s results and financial position for the current or prior periods have been prepared or presented in this interim financial report. The Group has not applied any new standard or interpretation that is not yet effective for the current accounting period. 4 SEGMENT REPORTING The Group manages its businesses by lines of business. In a manner consistent with the way in which information is reported internally to the Group s most senior executive management for the purposes of resource allocation and performance assessment, the Group has presented the following two reportable segments: E-commerce business: this segment trades goods through electronic distribution platforms, mobile applications and other related means. Axle business: this segment manufactures and sells axles and related components to truck manufacturers and after-sales services market. This segment has been disposed of during the current period. No operating segments have been aggregated to form the above reportable segments. 3 4 (a) Segment results, assets and liabilities (a) For the purposes of assessing segment performance and allocating resources between segments, the Group s most senior executive management monitors the results, assets and liabilities attributable to each reportable segment on the following bases: 22 Fortunet e-commerce Group Limited Interim Report 2017

25 4 SEGMENT REPORTING (CONTINUED) 4 (a) Segment results, assets and liabilities (continued) (a) Revenue and expenses are allocated to the reportable segments with reference to revenue generated by those segments and expenses incurred by those segments. No inter-segment sales have occurred for the six months ended 30 June 2017 and The Group s other operating expenses, such as selling and distribution expenses, administrative expenses, research and development costs, impairment losses and finance income/costs, are not measured under individual segments. The measure used for reporting segment result is gross profit/(loss). Segment assets and liabilities include all assets and liabilities with the exception of assets and liabilities classified as held-for-sale, bank and other loans, secured notes, convertible bonds and unallocated corporate assets and liabilities. Information regarding the Group s reportable segments as provided to the Group s most senior executive management for the purposes of resource allocation and assessment of segment performance for the six months ended 30 June 2017 and 2016 is set out below. Six months ended 30 June 2017 E-commerce Axle business business Total RMB 000 RMB 000 RMB 000 Revenue from external customers and reportable segment revenue 90,207 32, ,858 Reportable segment gross loss (795) (4,942) (5,737) 23

26 4 SEGMENT REPORTING (CONTINUED) 4 (a) Segment results, assets and liabilities (continued) (a) At 30 June 2017 E-commerce Axle business business Total RMB 000 RMB 000 RMB 000 Reportable segment assets 357, ,480 Reportable segment liabilities 44,709 44,709 Six months ended 30 June 2016 E-commerce Axle business business Total RMB 000 RMB 000 RMB 000 Revenue from external customers and reportable segment revenue 199,099 35, ,240 Reportable segment gross (loss)/profit (1,358) 11,968 10,610 At 31 December 2016 E-commerce Axle business business Total RMB 000 RMB 000 RMB 000 Reportable segment assets 233, , ,360 Reportable segment liabilities 36, , , Fortunet e-commerce Group Limited Interim Report 2017

27 4 SEGMENT REPORTING (CONTINUED) 4 (b) Reconciliations of reportable segment assets and liabilities (b) At 30 June At 31 December RMB 000 RMB 000 Assets Reportable segment assets 357, ,360 Assets classified as held-for-sale 70,398 Unallocated head office and corporate assets 368, ,961 Elimination of receivables between segments, and segments and head office (49,832) (44,882) Consolidated total assets 676, ,837 Liabilities Reportable segment liabilities 44, ,528 Bank and other loans 195,665 Secured notes 141,161 Convertible bonds 88, ,976 Unallocated head office and corporate liabilities 14,003 29,776 Elimination of payables between segments, and segments and head office (49,832) (44,882) Consolidated total liabilities 96, ,224 25

28 5 OTHER INCOME 5 Six months ended 30 June RMB 000 RMB 000 Net (loss)/gain on disposal of property, plant and equipment and assets and liabilities classified as held-for-sale (2,360) 19,457 Government grants 1, Others 1, ,315 6 IMPAIRMENT LOSSES/(REVERSAL OF IMPAIRMENT LOSSES) 6 Six months ended 30 June RMB 000 RMB 000 Impairment losses on property, plant and equipment 9,662 Reversal of impairment losses on trade and other receivables 16(b) (Note 16(b)) (5,715) (25,292) Impairment losses on goodwill (Note 14) 14 14,844 Impairment losses on assets classified as held-for-sale 1,409 9,129 (14,221) 26 Fortunet e-commerce Group Limited Interim Report 2017

29 7 PROFIT/(LOSS) BEFORE TAXATION Profit/(loss) before taxation is arrived at after charging/(crediting): 7 Six months ended 30 June RMB 000 RMB 000 (a) Finance (income)/costs: (a) Interest on bank and other loans 5,324 8,638 Finance charges on secured notes 883 9,436 Finance charges on convertible 22 bonds (Note 22) 5,824 5,314 12,031 23,388 Net foreign exchange loss 6,340 1,641 Gain on redemption of secured notes (Note 21) 21 (1,228) Changes in fair value on the derivative components of 22 convertible bonds (Note 22) (26,504) (1,249) (9,361) 23,780 (b) Staff costs: (b) Six months ended 30 June RMB 000 RMB 000 Salaries, wages and other benefits 23,118 27,328 Contributions to defined contribution retirement plans 1,428 2,072 Equity-settled share-based payment expenses 25(c) (Note 25(c)) 20,421 44,967 29,400 27

30 7 PROFIT/(LOSS) BEFORE TAXATION (CONTINUED) 7 Six months ended 30 June RMB 000 RMB 000 (c) Other items: (c) Cost of inventories (Note 15(b)) 15(b) 128, ,110 Depreciation and amortisation 9,980 13,996 Operating lease charges in respect of properties 5,792 4,076 8 GAIN ON DISPOSAL OF SUBSIDIARIES On 28 April 2017, the Group disposed of the entire equity interests in Chang Feng Holding (Hong Kong) Limited ( Chang Feng Hong Kong ) and its subsidiaries (together the Chang Feng Group ) to a third party for a consideration of HK$5,000 (equivalent to approximately RMB4,000). The carrying value of the net liabilities of the Chang Feng Group as at 28 April 2017 amounted to RMB141,491,000. Accordingly, the Group recognised a gain on disposal of subsidiaries of RMB141,495,000 during the six months ended 30 June INCOME TAX 8 5,000 4, ,491, ,495,000 9 Six months ended 30 June RMB 000 RMB 000 Current taxation 908 Deferred taxation (Note 24) 24 15,904 (9,739) 15,904 (8,831) 28 Fortunet e-commerce Group Limited Interim Report 2017

31 9 INCOME TAX (CONTINUED) The Company and the subsidiaries of the Group incorporated in Hong Kong are subject to Hong Kong Profits Tax rate of 16.5% for the six months ended 30 June 2017 (six months ended 30 June 2016: 16.5%). The Company and the subsidiaries of the Group incorporated in the Cayman Islands and the British Virgin Islands, respectively, are not subject to any income tax pursuant to the rules and regulations of their respective countries of incorporation. The subsidiaries of the Group established in the PRC (excluding Hong Kong) are subject to PRC Corporate Income Tax rate of 25% for the six months ended 30 June 2017 (six months ended 30 June 2016: 25%). 10 EARNINGS/(LOSS) PER SHARE % 16.5% 25% 25% 10 (a) Basic earnings/(loss) per share (a) The basic earnings per share for the six months ended 30 June 2017 is calculated based on the profit attributable to the equity shareholders of the Company of RMB86,191,000 (six months ended 30 June 2016: loss attributable to the equity shareholders of the Company of RMB6,136,000) and the weighted average number of ordinary shares of 1,818,945,000 (six months ended 30 June 2016: 1,532,727,000 ordinary shares) in issue during the interim period, calculated as follows: 86,191,000 6,136,000 1,818,945,000 1,532,727,000 29

32 10 EARNINGS/(LOSS) PER SHARE (CONTINUED) 10 (a) Basic earnings/(loss) per share (continued) (a) Weighted average number of ordinary shares: Six months ended 30 June Issued ordinary shares at 1 January 1,671,615 1,532,727 Effect of shares issued (Note 25(b)) 25(b) 147,330 Weighted average number of ordinary shares at 30 June 1,818,945 1,532,727 (b) Diluted earnings/(loss) per share (b) The diluted earnings per share for the six months ended 30 June 2017 is calculated based on the profit attributable to equity shareholders of the Company (diluted) of RMB62,786,000 and the weighted average number of ordinary shares (diluted) of 1,883,521,000, calculated as follows: 62,786,000 1,883,521, Fortunet e-commerce Group Limited Interim Report 2017

33 10 EARNINGS/(LOSS) PER SHARE (CONTINUED) 10 (b) Diluted earnings/(loss) per share (continued) (b) (i) Profit attributable to the equity shareholders of the Company (diluted) (I) Six months ended 30 June 2017 RMB 000 Profit attributable to the equity shareholders of the Company 86,191 After tax effect of effective interest and exchange differences on the liability component of convertible bonds 4,246 After tax effect of changes in fair value recognised and exchange differences on the derivative components of convertible bonds (27,651) Profit attributable to the equity shareholders of the Company (diluted) 62,786 31

34 10 EARNINGS/(LOSS) PER SHARE (CONTINUED) 10 (b) Diluted earnings/(loss) per share (continued) (b) (ii) Weighted average number of ordinary shares (diluted) (II) Six months ended 30 June Weighted average number of ordinary shares at 30 June 1,818,945 Effect of conversion of convertible bonds 64,576 Weighted average number of ordinary shares (diluted) at 30 June 1,883,521 There were no dilutive potential shares outstanding during the six months ended 30 June The Group s share options granted could potentially dilute basic earnings/(loss) per share in the future, but were not included in the calculation of diluted earnings per share because they are antidilutive during the six months ended 30 June Fortunet e-commerce Group Limited Interim Report 2017

35 11 PROPERTY, PLANT AND EQUIPMENT 11 Motor Machinery vehicles Plant and and and other buildings equipment equipment Total RMB 000 RMB 000 RMB 000 RMB 000 Cost: At 1 January , ,983 18, ,359 Additions , ,001 Disposals (27,632) (35) (27,667) At 31 December , ,356 19, ,693 Accumulated depreciation and impairment: At 1 January 2016 (46,925) (150,062) (4,844) (201,831) Charge for the year (2,808) (10,183) (4,647) (17,638) Impairment losses (4,504) (8,891) (351) (13,746) Written back on disposals 21, ,492 At 31 December 2016 (54,237) (147,652) (9,834) (211,723) Carrying amount: At 31 December ,709 48,704 9,557 82,970 33

36 11 PROPERTY, PLANT AND EQUIPMENT (CONTINUED) 11 Motor Machinery vehicles Plant and and and other buildings equipment equipment Total RMB 000 RMB 000 RMB 000 RMB 000 Cost: At 1 January , ,356 19, ,693 Additions 1, ,341 5,612 Disposals (8,161) (8,161) Decrease from disposal of subsidiaries (77,926) (196,658) (5,164) (279,748) At 30 June ,989 9,407 12,396 Accumulated depreciation and impairment: At 1 January 2017 (54,237) (147,652) (9,834) (211,723) Charge for the period (744) (2,830) (1,482) (5,056) Written back on disposals 5,552 5,552 Decrease from disposal of subsidiaries 53, ,482 3, ,734 At 30 June 2017 (1,172) (2,321) (3,493) Carrying amount: At 30 June ,817 7,086 8,903 At 30 June 2017, RMBNil (31 December 2016: RMB75,316,000) of the Group s property, plant and equipment were pledged as securities for an on-going litigation where certain subsidiaries of the Group are being sued for repayment of an overdued loan payable to a third party. These subsidiaries, together with the pledged property, plant and equipment and related litigation, have been disposed of during the current period (see Note 8). 75,316, Fortunet e-commerce Group Limited Interim Report 2017

37 12 LEASE PREPAYMENTS 12 RMB 000 Cost: At 1 January 2016 and 31 December ,826 Accumulated amortisation and impairment: At 1 January 2016 (2,065) Charge for the year (277) At 31 December 2016 (2,342) Carrying amount: At 31 December ,484 RMB 000 Cost: At 1 January ,826 Decrease from disposal of subsidiaries (13,826) At 30 June 2017 Accumulated amortisation and impairment: At 1 January 2017 (2,342) Charge for the period (91) Decrease from disposal of subsidiaries 2,433 At 30 June 2017 Carrying amount: At 30 June 2017 At 30 June At 31 December RMB 000 RMB 000 Represented by: Non-current portion 11,207 Current portion ,484 35

38 12 LEASE PREPAYMENTS (CONTINUED) Lease prepayments represented land use right premiums paid by the Group for leasehold land situated in the PRC. At 30 June 2017, RMBNil (31 December 2016: RMB11,484,000) of the Group s lease prepayments were pledged as securities for an on-going litigation where certain subsidiaries of the Group are being sued for repayment of an overdued loan payable to a third party. These subsidiaries, together with the pledged lease prepayments and related litigation, have been disposed of during the current period (see Note 8). 13 INTANGIBLE ASSETS The intangible assets represent the Group s electronic distribution platform, com, which the Group acquired through the acquisition of a business in 2015, and an exclusive income right obtained in 2016 in developing a tailormade e-commerce platform for a property developer to earn revenue from this property developer by assisting its property sales through the platform. 14 GOODWILL 12 11,484, com 14 RMB 000 Cost: At 1 January 2016, 31 December 2016, 1 January 2017 and 30 June ,013 Accumulated impairment losses: At 1 January 2016 and 31 December 2016 Impairment losses (14,844) At 30 June 2017 (14,844) Carrying amount: At 30 June ,169 At 31 December , Fortunet e-commerce Group Limited Interim Report 2017

39 14 GOODWILL (CONTINUED) On 25 March 2015, the Group acquired the 51% equity interests of Century Network Holding Limited ( Century Network ) for a consideration of RMB76,392,000. The excess of the cost of the purchase over the net fair value of the identifiable net assets acquired of RMB61,013,000 was recorded as goodwill and allocated to the Century Network s E-commerce business (the E-commerce CGU ). The recoverable amount of the E-commerce CGU is determined based on value-in-use calculations. These calculations use cash flow projections based on financial budgets prepared by the directors of the Company covering a five-year period. These cash flow projections adopted annual growth rates ranging from 35% to 60% (31 December 2016: 65% to 392%), which are based on the Group s experience and future business plans for this business and adjusted for other factors that are specific to the E-commerce CGU. Cash flows beyond the five-year period are extrapolated using a 3% (31 December 2016: 3%) long-term growth rate, which is based on the relevant industry growth forecasts. The cash flows are discounted using a discount rate of 29.7% (31 December 2016: 32.4%).The discount rate used is pre-tax and reflects specific risks relating to the E-commerce CGU. Impairment loss of RMB14,844,000 has been recognised during the six months ended 30 June 2017 as the E-commerce CGU has been reduced to its recoverable amount, as the actual business growth of the E-commerce business for the six months ended 30 June 2017 was less than expected. Any adverse change in the assumptions used in the calculation of recoverable amount would result in further impairment losses ,392,000 Century Network Holding Limited Century Network51% 61,013,000Century Network 35% 60% 65% 392% 3% 3% 29.7% 32.4% 14,844,000 37

40 15 INVENTORIES 15 (a) Inventories in the consolidated statement of financial position comprise: (a) At 30 June At 31 December RMB 000 RMB 000 Raw materials 38,557 Work in progress 5,092 Finished goods 30,042 Merchandises for trading 1,853 3,598 1,853 77,289 Less: write-down of inventories (48,030) 1,853 29,259 (b) The analysis of the amount of inventories recognised as an expense and included in the consolidated statement of profit or loss and other comprehensive income is as follows: (b) Six months ended 30 June RMB 000 RMB 000 Carrying amount of inventories sold 120, ,731 Write-down/(reversal of write-down) of inventories 7,740 (621) 128, , Fortunet e-commerce Group Limited Interim Report 2017

41 16 TRADE AND OTHER RECEIVABLES 16 At 30 June At 31 December RMB 000 RMB 000 Trade receivables 4, ,540 Bills receivables 25,990 4, ,530 Less: allowance for doubtful debts (3,399) (276,533) ,997 Prepayments, deposits and other receivables: Advances to suppliers ,088 Value added tax refundable 4,890 5,293 Proceeds receivable for issuance of shares 246,352 Loan to a third party 49,605 Others 45,435 71, , ,153 Less: allowance for doubtful debts (40,130) (131,777) 60, ,376 61, ,373 All of the trade and other receivables, net of allowance for doubtful debts, are expected to be recovered or recognised as expenses within one year. For trade receivables arising from the Group s E-commerce business, cash before delivery is generally required for all customers. 39

42 16 TRADE AND OTHER RECEIVABLES (CONTINUED) 16 (a) Ageing analysis (a) As of the end of the reporting period, the ageing analysis of trade and bills receivables (net of allowance for doubtful debts), included in trade and other receivables, based on the invoice date, is as follows: At 30 June At 31 December RMB 000 RMB 000 Within 3 months 22 29,314 Over 3 months but within 6 months 19,816 Over 6 months ,997 At 30 June 2017, trade and bills receivables of RMBNil (31 December 2016: RMB19,920,000) have been pledged to secure the Group s short-term bank and other loans. 19,920, Fortunet e-commerce Group Limited Interim Report 2017

43 16 TRADE AND OTHER RECEIVABLES (CONTINUED) 16 (b) Impairment of trade and other receivables (b) Impairment losses in respect of trade and other receivables are recorded using an allowance account unless the Group is satisfied that recovery of the amount is remote, in which case the impairment loss is written off against trade and other receivables directly. The movements in the allowance for doubtful debts during the period/year are as follows: Six months Year ended ended 30 June 31 December RMB 000 RMB 000 At 1 January 408, ,061 (Reversal of impairment losses)/ impairment losses (Note 6) 6 (5,715) 18,249 Uncollectible amounts written off (77) Decrease from disposal of subsidiaries (358,989) At 30 June/31 December 43, ,310 At 30 June 2017, trade and other receivables of RMB43,529,000 (31 December 2016: RMB408,310,000) were individually determined to be impaired. The individually impaired receivables related to customers and debtors that were in financial difficulties and management assessed that these receivables are irrecoverable. The Group does not hold any collateral over these balances. 43,529, ,310,000 41

44 17 ASSETS CLASSIFIED AS HELD-FOR-SALE 17 At 30 June At 31 December RMB 000 RMB 000 Property, plant and equipment 49,572 Lease prepayments 20,826 70,398 The balance of assets classified as held-for-sale as at 31 December 2016 was related to the Chang Feng Group which has been disposed of during the current period (see Note 8). 18 CASH AND CASH EQUIVALENTS 8 18 At 30 June At 31 December RMB 000 RMB 000 Cash at bank and on hand 506,454 90,002 The Group s operations in the PRC (excluding Hong Kong) conduct their businesses in RMB. RMB is not a freely convertible currency and the remittance of funds out of the PRC (excluding Hong Kong) is subject to the exchange restrictions imposed by the PRC government. 42 Fortunet e-commerce Group Limited Interim Report 2017

45 19 TRADE AND OTHER PAYABLES 19 At 30 June At 31 December RMB 000 RMB 000 Trade payables 66 23,431 Payables for staff related costs 3,270 10,070 Payables for construction and purchase of property, plant and equipment 2,616 Payables for miscellaneous taxes 6 4,160 Interest payables 13,996 Others 2,732 44,529 6,008 75,371 Financial liabilities measured at amortised cost 6,074 98,802 Deposits received in connection with disposals of assets classified as held-for-sale 54,226 Advances received from customers 172 4,818 Provision for warranties 1,665 6, ,511 All of the trade and other payables are expected to be settled or recognised as revenue within one year or are repayable on demand. As of the end of the reporting period, the ageing analysis of trade payables included in trade and other payables, based on the invoice date, is as follows: At 30 June At 31 December RMB 000 RMB 000 Within 3 months 45 2,824 3 to 6 months 651 Over 6 months 21 19, ,431 43

46 20 BANK AND OTHER LOANS 20 (a) The Group s short-term bank and other loans are analysed as follows: (a) At 30 June At 31 December RMB 000 RMB 000 Bank loans: Secured by land use rights and property, plant and equipment of the Group 52,400 Other loans from third parties: Guaranteed by subsidiaries of the Group 42,860 Secured by bills receivables of the Group 19,920 Unguaranteed and unsecured 52, , ,115 Add: Current portion of long-term bank and other loans 20(b) (Note 20(b)) 27, ,665 (b) The Group s long-term bank and other loans are analysed as follows: (b) At 30 June At 31 December RMB 000 RMB 000 Bank loan: Guaranteed by a third party 15,000 Other loan from a third party: Guaranteed by a subsidiary of the Group 12,550 27,550 Less: Current portion of long-term bank and other loans 20(a) (Note 20(a)) (27,550) 44 Fortunet e-commerce Group Limited Interim Report 2017

47 20 BANK AND OTHER LOANS (CONTINUED) 20 (c) The following assets and their respective carrying values as at the end of the reporting period are pledged to secure the Group s short-term bank and other loans: (c) At 30 June At 31 December RMB 000 RMB 000 Property, plant and 11 equipment (Note 11) 75,316 Lease prepayments (Note 12) 12 11,484 Trade and bills receivables (Note 16(a)) 16(a) 19,920 Pledged bank deposits ,148 (d) As at 30 June 2017, the Group s banking facilities amounted to RMBNil (31 December 2016: RMB52,400,000) were utilised to the extent of RMBNil (31 December 2016: RMB52,400,000). (d) 52,400,000 52,400, SECURED NOTES On 3 June 2015, the Company issued secured notes (the Notes ) with an aggregate face value of USD20,000,000 (equivalent to approximately RMB122,352,000) to Chance Talent Management Limited ( Chance Talent ), a third party. The Notes bear interest at 13% per annum, payable semiannually, with maturity date on 3 June The Notes and the convertible bonds issued on 3 June 2015 (See Note 22) are secured by 505,581,818 ordinary shares (the Pledged Shares ) in the Company owned by Century Investment (Holding) Limited ( Century Investment ), an equity shareholder of the Company. On 13 January 2017, the Group has redeemed all of the Notes. The difference between the redemption value and the carrying amount of the Notes amounted to RMB1,228,000 has been recognised as a gain on redemption of the Notes in the current period (see Note 7). On 15 March 2017, 396,238,156 ordinary shares of the Pledged Shares have been released. 21 Chance Talent Management LimitedChance Talent 20,000, ,352,000 13% 22 Century Investment (Holding) Limited Century Investment505,581,818 1,228, ,238,156 45

48 22 CONVERTIBLE BONDS The Group s convertible bonds are analysed as follows: 22 Liability Derivative components components Total RMB 000 RMB 000 RMB 000 At 1 January ,428 20,981 80,409 Accrued finance charges for the year 12,166 12,166 Interest paid (8,738) (8,738) Exchange adjustments 4,179 1,374 5,553 Fair value changes on the derivative components 26,586 26,586 At 31 December 2016 and 1 January ,035 48, ,976 Accrued finance charges for the period (Note 7(a)) 7(a) 5,824 5,824 Interest paid (4,471) (4,471) Exchange adjustments (1,578) (1,147) (2,725) Fair value changes on the derivative components (Note 7(a)) 7(a) (26,504) (26,504) At 30 June ,810 21,290 88,100 On 3 June 2015, the Company has issued two secured convertible bonds with face value of USD6,000,000 (equivalent to approximately RMB36,706,000) ( CB1 ) and USD4,000,000 (equivalent to approximately RMB24,470,000) ( CB2 ) to Chance Talent. Both convertible bonds bear interest at 13% per annum and will mature on 3 June CB1, CB2 and the Notes (see Note 21) are secured by the Pledged Shares. Upon issuance of these convertible bonds, Chance Talent can convert CB1 into the Company s ordinary shares at HK$1.06 per share (i.e. the conversion option) and CB2 into the Company s ordinary shares at HK$1.50 per share (i.e. the conversion option) at any time from 3 June 2016 till 3 June The conversion options are classified as derivative financial instruments and have been included in the balance of the convertible bonds in the consolidated statement of financial position. Chance Talent 6,000,000 36,706,000 4,000,000 24,470,000 13% 21 Chance Talent Fortunet e-commerce Group Limited Interim Report 2017

49 22 CONVERTIBLE BONDS (CONTINUED) The Group s convertible bonds are subject to the fulfilment of covenants as stipulated in the bond instruments. At 31 December 2016, the Group has not fulfilled certain of the financial and operational related covenants, and accordingly, the convertible bonds have become repayable on demand and have been classified as short-term liabilities. On 27 February 2017, the Group and Chance Talent have reached an agreement, where Chance Talent agreed not to demand payment as a consequence of the above matters before the original maturity date of 3 June On 15 March 2017, 396,238,156 ordinary shares of the Pledged Shares have been released (see Note 21), and accordingly, CB1 and CB2 are secured by 109,343,662 ordinary shares in the Company owned by Century Investment. 23 PROVISIONS Provisions for financial guarantee contracts issued: 22 Chance Talent Chance Talent 396,238, Century Investment 109,343, RMB 000 At 1 January 2016 Additional provisions made 30,965 At 31 December 2016 and 1 January ,965 Decrease from disposal of subsidiaries (30,965) At 30 June

50 24 DEFERRED TAX ASSETS AND LIABILITIES 24 (a) Deferred tax assets and liabilities recognised: (a) The components of deferred tax assets and liabilities recognised in the consolidated statement of financial position and the movements during the year/period are as follows: Assets Liabilities Fair value adjustments on property, plant and equipment, lease prepayments and intangible Impairment assets and losses on subsequent trade and depreciation Unused other and tax losses receivables amortisation Total RMB 000 RMB 000 RMB 000 RMB 000 At 1 January ,270 (5,241) 21,029 Credited to the consolidated statement of profit or loss and other comprehensive income 14,234 9,983 1,295 25,512 At 31 December ,504 9,983 (3,946) 46,541 (Charged)/credited to the consolidated statement of profit or loss and other 9 comprehensive income (Note 9) (16,547) 643 (15,904) Decrease from disposal of subsidiaries At 30 June ,957 9,983 (2,634) 31, Fortunet e-commerce Group Limited Interim Report 2017

51 24 DEFERRED TAX ASSETS AND LIABILITIES (CONTINUED) 24 (b) Reconciliation of deferred tax assets and liabilities recognised in the consolidated statement of financial position: (b) At 30 June At 31 December RMB 000 RMB 000 Deferred tax assets recognised in the consolidated statement of financial position 33,940 50,487 Deferred tax liabilities recognised in the consolidated statement of financial position (2,634) (3,946) 31,306 46, CAPITAL, RESERVES AND DIVIDENDS 25 (a) Dividends (a) (i) Dividends payable to equity shareholders of the Company attributable to the interim period (i) The directors of the Company do not recommend the payment of an interim dividend for the six months ended 30 June 2017 (six months ended 30 June 2016: RMBNil). (ii) Dividends payable to equity shareholders of the Company attributable to the previous financial year, approved during the interim period (ii) The directors of the Company did not recommend the payment of a dividend for the year ended 31 December 2016 (2015: RMBNil). 49

52 25 CAPITAL, RESERVES AND DIVIDENDS (CONTINUED) 25 (b) Share capital (b) Six months ended Year ended 30 June December 2016 No. of shares No. of shares 000 RMB RMB 000 Ordinary shares of 0.01 USD0.01 each, issued and fully paid: At 1 January 1,671, ,209 1,532,727 98,557 Shares issued 151,515 10, ,888 9,652 At 30 June/31 December 1,823, ,613 1,671, ,209 On 12 December 2016, the Company entered into a placing agreement with a placing agent, pursuant to which the Company agreed to place, through the placing agent, a maximum of 291,218,000 new shares to independent placees at a price of HK$1.98 per share. On 29 December 2016, one placee, namely Taiping Trustees Limited, subscribed for 138,888,000 shares in the Company. USD1,389,000 (equivalent to approximately RMB9,652,000) of the proceeds was credited to the Company s share capital. The remaining proceeds, net of transaction costs, of USD33,689,000 (equivalent to approximately RMB234,132,000) were credited to the Company s share premium account. On 6 January 2017, another placee, namely Beijing Enterprises Real Estate (HK) Limited, subscribed for 151,515,000 shares in the Company. USD1,515,000 (equivalent to approximately RMB10,404,000) of the proceeds was credited to the Company s share capital. The remaining proceeds, net of transaction costs, of USD36,769,000 (equivalent to approximately RMB252,482,000) were credited to the Company s share premium account ,218, ,888,000 1,389,000 9,652,000 33,689, ,132, ,515,0001,515,000 10,404,000 36,769, ,482, Fortunet e-commerce Group Limited Interim Report 2017

53 25 CAPITAL, RESERVES AND DIVIDENDS (CONTINUED) 25 (c) Equity settled share-based transactions (c) The Company has a share option scheme which was adopted on 28 June 2010 whereby the directors of the Company are authorised, at their discretion, to invite any full-time or part-time employees, executives, officers or directors (including independent non-executive directors) of the Group and any advisors, consultants, agents, suppliers, customers, distributors and such other persons who, in the sole opinion of the directors of the Company, will contribute or have contributed to the Group, to take up share options at HK$1 to subscribe for ordinary shares in the Company. 1 On 3 October 2016, 80,000,000 share options were granted to directors of the Company and employees of the Group under the above share option scheme. All of the share options granted will vest after one year from the date of grant and will mature on 2 October Each share option gives the holder the right to subscribe for one ordinary share in the Company at HK$1.41 and is settled gross in shares. 80,000, Share options were granted with a service condition. There were no market conditions associated with the share options granted. 51

54 25 CAPITAL, RESERVES AND DIVIDENDS (CONTINUED) 25 (c) Equity settled share-based transactions (continued) (c) The number and weighted average exercise price of share options are as follows: Six months ended 30 June 2017 Weighted average Number of exercise price share options HK$ Outstanding at the beginning of the period ,000,000 Forfeited during the period 1.41 (5,000,000) Outstanding at the end of the period ,000,000 Exercisable at the end of the period The share options outstanding at 30 June 2017 had a weighted average exercise price of HK$1.41 and a weighted average remaining contractual life of 2.3 years. 26 FAIR VALUE MEASUREMENT OF FINANCIAL INSTRUMENTS (a) Financial assets and liabilities measured at fair value (a) (i) Fair value hierarchy (i) The following table presents the fair value of the Group s financial instruments measured at the end of the reporting period on a recurring basis, categorised into the three-level fair value hierarchy as defined in HKFRS 13, Fair value measurement. The level into which a fair value measurement is classified is determined with reference to the observability and significance of the inputs used in the valuation technique as follows: Fortunet e-commerce Group Limited Interim Report 2017

55 26 FAIR VALUE MEASUREMENT OF FINANCIAL INSTRUMENTS (CONTINUED) 26 (a) Financial assets and liabilities measured at fair value (continued) (a) (i) Fair value hierarchy (continued) (i) Level 1 valuations: Fair value measured using only Level 1 inputs, i.e. unadjusted quoted prices in active markets for identical assets or liabilities at the measurement date. Level 2 valuations: Fair value measured using Level 2 inputs, i.e. observable inputs which fail to meet Level 1, and not using significant unobservable inputs. Unobservable inputs are inputs for which market data are not available. Level 3 valuations: Fair value measured using significant unobservable inputs. Fair value measurements categorised into Level 3 At 30 June At 31 December RMB 000 RMB 000 Recurring fair value measurement Financial liabilities Derivative components of convertible bonds 22 (Note 22) 21,290 48,941 During the six months ended 30 June 2017, there were no transfers between Level 1 and Level 2, or transfers into or out of Level 3 (year ended 31 December 2016: none). The Group s policy is to recognise transfers between levels of fair value hierarchy as at the end of the reporting period in which they occur. 53

56 26 FAIR VALUE MEASUREMENT OF FINANCIAL INSTRUMENTS (CONTINUED) 26 (a) Financial assets and liabilities measured at fair value (continued) (a) (ii) Information about Level 3 fair value measurements (ii) Significant Valuation unobservable Weighted technique input average Derivative components of Binomial lattice Expected 53.76% convertible bonds model volatility The fair values of the conversion options embedded in the convertible bonds are determined using binomial lattice model and the significant unobservable input used in the fair value measurement is expected volatility. The fair value measurement is positively correlated to the expected volatility. As at 30 June 2017, it is estimated that with all other variables held constant, an increase in the expected volatility by 5% would have decreased the Group s net profit by RMB1,100,000, whereas a decrease in the expected volatility by 5% would have increased the Group s net profit by RMB1,424,000. The movements in the derivative components of convertible bonds are set out in Note 22. 5% 1,100,000 5% 1,424, Fortunet e-commerce Group Limited Interim Report 2017

57 26 FAIR VALUE MEASUREMENT OF FINANCIAL INSTRUMENTS (CONTINUED) 26 (b) Fair values of financial assets and liabilities carried at other than fair value (b) The carrying amounts of the Group s financial instruments carried at cost or amortised cost are not materially different from their fair values at 30 June 2017 and 31 December 2016 except for the following financial instruments, for which their carrying amounts and fair value and the level of fair value hierarchy are disclosed below: At 30 June 2017 At 31 December 2016 Fair value Fair value Carrying measurements Carrying measurements amount at 30 June amount at 31 December at 30 categorised at 31 categorised June into Level 3 December into Level 3 RMB 000 RMB 000 RMB 000 RMB 000 Liabilities Secured notes (Note (i)) (i) 141, ,075 Convertible bonds liability components (i) (Note (i)) 66,810 62,792 67,035 62,398 55

58 26 FAIR VALUE MEASUREMENT OF FINANCIAL INSTRUMENTS (CONTINUED) 26 (b) Fair values of financial assets and liabilities carried at other than fair value (continued) (b) Note (i): Valuation techniques and inputs used in Level 3 fair value measurements Secured notes and convertible bonds-liability components (i) The fair values are estimated as being the present value of future cash flows, discounted at current market interest rates for similar financial instruments. The Group used the risk free interest rates with reference to the Hong Kong government bonds and treasury bills as of 30 June 2017 and 31 December 2016 plus credit spread of comparable notes with similar credit rating, coupons and maturities to discount the secured notes and the liability components of the convertible bonds as of 30 June 2017 and 31 December The interest rates used are as follows: At 30 June At 31 December RMB 000 RMB 000 Secured notes N/A 21.71% Convertible bonds liability components 24.73% 23.71% 56 Fortunet e-commerce Group Limited Interim Report 2017

59 27 COMMITMENTS 27 (a) Capital commitments (a) At 30 June 2017, the outstanding capital commitments of the Group not provided for in the interim financial report were summarised as follows: At 30 June At 31 December RMB 000 RMB 000 Commitment in respect of investment in a subsidiary Contracted for 200, ,000 Pursuant to an agreement entered into between the Company, via a non-wholly owned subsidiary, and three independent parties on 29 November 2016, the Group is committed to make capital contribution of RMB200,000,000 into a new company to be established by the above parties. This new company has been established and the capital contribution has been made in July This new company will operate an electronic trading platform, in which to facilitate awards earned by customers of loyalty programmes of other companies to be exchanged globally in the form of virtual assets and credits for consumption of merchandises, games, services and other commercial transactions. 200,000,000 (b) Operating lease commitments (b) At 30 June 2017, the total future minimum lease payments under non-cancellable operating leases are payable as follows: At 30 June At 31 December RMB 000 RMB 000 Within 1 year 1 12,859 6,016 After 1 year but within 5 years ,678 9,397 30,537 15,413 The Group leases certain office premises under operating leases. None of the leases includes contingent rentals. 57

60 28 MATERIAL RELATED PARTY TRANSACTIONS In addition to the balances disclosed elsewhere in this interim financial report, the material related party transactions entered into by the Group during the period are set out below. 28 (a) Transactions with the equity shareholders of the Company (a) Details of guarantees provided by the equity shareholder of the Company for the Group s secured notes and convertible bonds are set out in Notes 21 and (b) Key management personnel remuneration (b) Remuneration for key management personnel is as follows: Six months ended 30 June RMB 000 RMB 000 Short-term employee benefits 2,439 2,991 Contributions to defined contribution retirement plans Equity-settled share-based payment expenses 11,172 13,650 3, Fortunet e-commerce Group Limited Interim Report 2017

61 29 POSSIBLE IMPACT OF AMENDMENTS, NEW STANDARDS AND INTERPRETATIONS ISSUED BUT NOT YET EFFECTIVE FOR THE SIX MONTHS ENDED 30 JUNE 2017 A number of amendments and new standards are effective for annual periods beginning after 1 January 2017 and earlier application is permitted; however, the Group has not early adopted any new or amended standards in preparing this interim financial report. The Group has the following updates to the information provided in the last annual financial statements about the possible impacts of the new standards issued but not yet effective which may have a significant impact on the Group s consolidated financial statements. HKFRS 9, Financial instruments HKFRS 9 will replace the current standard on accounting for financial instruments, HKAS 39, Financial instruments: Recognition and measurement. HKFRS 9 introduces new requirements for classification and measurement of financial assets, calculation of impairment of financial assets and hedge accounting. On the other hand, HKFRS 9 incorporates without substantive changes the requirements of HKAS 39 for recognition and derecognition of financial instruments and the classification of financial liabilities. The Group has decided not to adopt HKFRS 9 until it becomes mandatory on 1 January Expected impacts of the new requirements on the Group s financial statements are as follows: (a) Classification and measurement (a) HKFRS 9 contains three principal classification categories for financial assets measured at (1) amortised cost, (2) fair value through profit or loss ( FVTPL ) and (3) fair value through other comprehensive income ( FVTOCI ). 9 (1)(2) FVTPL (3) FVTOCI Based on the preliminary assessment, the Group expects that its financial assets currently measured at amortised cost will continue with their respective classification and measurements upon the adoption of HKFRS

62 29 POSSIBLE IMPACT OF AMENDMENTS, NEW STANDARDS AND INTERPRETATIONS ISSUED BUT NOT YET EFFECTIVE FOR THE SIX MONTHS ENDED 30 JUNE 2017 (CONTINUED) HKFRS 9, Financial instruments (continued) 29 (a) Classification and measurement (continued) (a) The classification and measurement requirements for financial liabilities under HKFRS 9 are largely unchanged from HKAS 39, except that HKFRS 9 requires the fair value change of a financial liability designated at FVTPL that is attributable to changes of that financial liability s own credit risk to be recognised in other comprehensive income (without reclassification to profit or loss). This change in policy will have no impact on the Group s net assets and total comprehensive income but will have impact on reported performance amounts such as profit and earnings per share FVTPL (b) Impairment (b) The new impairment model in HKFRS 9 replaces the incurred loss model in HKAS 39 with an expected credit loss model. Under the expected credit loss model, it will no longer be necessary for a loss event to occur before an impairment loss is recognised. Instead, an entity is required to recognise and measure expected credit losses as either 12-month expected credit losses or lifetime expected credit losses, depending on the asset and the facts and circumstances. This new impairment model may result in an earlier recognition of credit losses on the Group s trade receivables and other financial assets. However, a more detailed analysis is required to determine the extent of the impact Fortunet e-commerce Group Limited Interim Report 2017

63 29 POSSIBLE IMPACT OF AMENDMENTS, NEW STANDARDS AND INTERPRETATIONS ISSUED BUT NOT YET EFFECTIVE FOR THE SIX MONTHS ENDED 30 JUNE 2017 (CONTINUED) HKFRS 15, Revenue from contracts with customers HKFRS 15 establishes a comprehensive framework for recognising revenue from contracts with customers. HKFRS 15 will replace the existing revenue standards, HKAS 18, Revenue, which covers revenue arising from sale of goods and rendering of services, and HKAS 11, Construction contracts, which specifies the accounting for revenue from construction contracts. The Group is currently assessing the impacts of adopting HKFRS 15 on its financial statements. Based on the preliminary assessment, the Group has identified the following area which is likely to be affected: (a) Timing of revenue recognition (b) Currently, revenue arising from the sales of goods are generally recognised when the risks and rewards of ownership have passed to the customers. Under HKFRS 15, revenue is recognised when the customer obtains control of the promised good or service in the contract. HKFRS 15 identifies 3 situations in which control of the promised good or service is regarded as being transferred over time: (i) When the customer simultaneously receives and consumes the benefits provided by the entity s performance, as the entity performs; (i) (ii) When the entity s performance creates or enhances an asset (for example work in progress) that the customer controls as the asset is created or enhanced; (ii) (iii) When the entity s performance does not create an asset with an alternative use to the entity and the entity has an enforceable right to payment for performance completed to date. (iii) 61

64 29 POSSIBLE IMPACT OF AMENDMENTS, NEW STANDARDS AND INTERPRETATIONS ISSUED BUT NOT YET EFFECTIVE FOR THE SIX MONTHS ENDED 30 JUNE 2017 (CONTINUED) HKFRS 15, Revenue from contracts with customers (continued) (a) Timing of revenue recognition (continued) If the contract terms and the entity s activities do not fall into any of these 3 situations, then under HKFRS 15 the entity recognises revenue for the sale of that good or service at a single point in time, being when control has passed. Transfer of risks and rewards of ownership is only one of the indicators that will be considered in determining when the transfer of control occurs. As a result of this change from the risk-andreward approach to the contract-by-contract transfer-of-control approach, it is possible that once the Group adopts HKFRS 15 some of the Group s contract selling activities that are currently recognised at a point in time may meet the HKFRS 15 criteria for revenue recognition over time. This will depend on the terms of the sales contract and the enforceability of any specific performance clauses in that contract, which may vary depending on the jurisdiction in which the contract would be enforced. It is also possible that for the remainder of the Group s contracts the point in time when revenue is recognised may be earlier or later than under the current accounting policy. However, further analysis is required to determine whether this change in accounting policy may have a material impact on the amounts reported in any given financial reporting period (b) Fortunet e-commerce Group Limited Interim Report 2017

65 29 POSSIBLE IMPACT OF AMENDMENTS, NEW STANDARDS AND INTERPRETATIONS ISSUED BUT NOT YET EFFECTIVE FOR THE SIX MONTHS ENDED 30 JUNE 2017 (CONTINUED) HKFRS 16, Leases Currently the Group classifies leases into finance leases and operating leases and accounts for the lease arrangements differently, depending on the classification of the lease. The Group enters into all the leases as the lessee. HKFRS 16 is not expected to impact significantly on the way that lessors account for their rights and obligations under a lease. However, once HKFRS 16 is adopted, lessees will no longer distinguish between finance leases and operating leases. Instead, subject to practical expedients, lessees will account for all leases in a similar way to current finance lease accounting, i.e. at the commencement date of the lease the lessee will recognise and measure a lease liability at the present value of the minimum future lease payments and will recognise a corresponding right-of-use asset. After initial recognition of this asset and liability, the lessee will recognise interest expense accrued on the outstanding balance of the lease liability, and the depreciation of the right-ofuse asset, instead of the current policy of recognising rental expenses incurred under operating leases on a systematic basis over the lease term. As a practical expedient, the lessee can elect not to apply this accounting model to short-term leases (i.e. where the lease term is 12 months or less) and to leases of low-value assets, in which case the rental expenses would continue to be recognised on a systematic basis over the lease term

66 29 POSSIBLE IMPACT OF AMENDMENTS, NEW STANDARDS AND INTERPRETATIONS ISSUED BUT NOT YET EFFECTIVE FOR THE SIX MONTHS ENDED 30 JUNE 2017 (CONTINUED) HKFRS 16, Leases (continued) HKFRS 16 will primarily affect the Group s accounting as a lessee of leases for properties, plant and equipment which are currently classified as operating leases. The application of the new accounting model is expected to lead to an increase in both assets and liabilities and to impact on the timing of the expense recognition in the statement of profit or loss over the period of the lease. At 30 June 2017 the Group s future minimum lease payments under non-cancellable operating leases amount to RMB30,537,000 for properties, most of which is payable between 1 and 5 years after the reporting date. Some of these amounts may therefore need to be recognised as lease liabilities, with corresponding right-of-use assets, once HKFRS 16 is adopted. The Group will need to perform a more detailed analysis to determine the amounts of new assets and liabilities arising from operating lease commitments on adoption of HKFRS 16, after taking into account the applicability of the practical expedient and adjusting for any leases entered into or terminated between now and the adoption of HKFRS 16 and the effects of discounting. HKFRS 16 is effective for annual periods beginning on or after 1 January The Group has decided not to early adopt HKFRS 16 in its 2018 consolidated financial statements ,537, Fortunet e-commerce Group Limited Interim Report 2017

67 Review Report REVIEW REPORT TO THE BOARD OF DIRECTORS OF FORTUNET E-COMMERCE GROUP LIMITED (Incorporated in the Cayman Islands with limited liability) INTRODUCTION We have reviewed the interim financial report set out on pages 15 to 64 which comprises the consolidated statement of financial position of Fortunet e-commerce Group Limited (the Company ) and its subsidiaries as of 30 June 2017 and the related consolidated statement of profit or loss and other comprehensive income, consolidated statement of changes in equity and condensed consolidated cash flow statement for the six month period then ended and explanatory notes. The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited require the preparation of an interim financial report to be in compliance with the relevant provisions thereof and Hong Kong Accounting Standard 34, Interim financial reporting, issued by the Hong Kong Institute of Certified Public Accountants. The directors are responsible for the preparation and presentation of the interim financial report in accordance with Hong Kong Accounting Standard 34. Our responsibility is to form a conclusion, based on our review, on the interim financial report 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

68 Review Report 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 the interim financial report consists of making enquiries, 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 interim financial report as at 30 June 2017 is not prepared, in all material respects, in accordance with Hong Kong Accounting Standard 34, Interim financial reporting KPMG Certified Public Accountants 8th Floor, Prince s Building 10 Chater Road Central, Hong Kong 18 August Fortunet e-commerce Group Limited Interim Report 2017

69 Other Information RESULTS AND APPROPRIATIONS The results of the Group for the six months ended 30 June 2017 are set out in the consolidated statement of profit or loss and other comprehensive income on page 15. INTERESTS AND SHORT POSITIONS OF THE DIRECTORS AND CHIEF EXECUTIVE OF THE COMPANY IN THE SHARES, UNDERLYING SHARES AND DEBENTURES As at 30 June 2017, the interests and short positions of the Directors or chief executives of the Company or their respective associates had any interests or short positions in the Shares, underlying Shares or debentures of the Company or its associated corporations (within Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (the SFO )) which were required to be notified to the Company and the Stock Exchange of Hong Kong Limited (the Stock Exchange ) pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO), or which were required, pursuant to section 352 of the SFO, to be entered in the register referred to therein, or which were required, pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers (the Model Code ), to be notified to the Company and the Stock Exchange, were as follows: XV XV

70 Other Information Number of Approximate underlying shares percentage of comprised in options shares in issue Name of Directors (note 1) (note 2) 1 2 Mr. Cheng Jerome Cheng Jerome 15,000, % Mr. Yuan Weitao 15,000, % Mrs. Guo Yan 15,000, % Notes: 1. These represent interest in underlying shares of the Share Option Scheme adopted on 28 June 2010 and options granted on 3 October Based on a total of 1,823,130,272 issued shares of the Company, as at 30 June Saved as disclosed above, as at 30 June 2017, none of the Directors or chief executives of the Company or their respective associates had any interests or short positions in the Shares, underlying Shares or debentures of the Company or its associated corporations (within Part XV of the SFO which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO), or which were required, pursuant to section 352 of the SFO, to be entered in the register referred to therein, or which were required, pursuant to the Model Code, to be notified to the Company and the Stock Exchange. SUBSTANTIAL SHAREHOLDERS As at 30 June 2017, to the best of the Director s knowledge, the following persons (other than the Directors and chief executives of the Company) had or deemed or taken to have interests and short positions of 5% or more in the shares of the Company which would fall to be disclosed under provision of Divisions 2 and 3 of Part XV of the SFO or as recorded in the register required to be kept under Section 336 of the SFO: ,823,130,272 XV XV XV % 68 Fortunet e-commerce Group Limited Interim Report 2017

71 Other Information Long and short positions in the Shares and underlying Shares of our Company Approximate Name of substantial percentage of Shareholders Nature of Interest Interest in Shares shareholding Notes Century Investment (Holding) Limited Beneficial interest 566,885, ( CIHL ) Century Investment (Holding) Limited CIHL Starr International Foundation Interest of controlled 224,710, corporations Starr International Foundation Beijing Enterprises Real Beneficial interest 151,515, Estate (HK) Limited Yang Liu Interest of controlled 148,400, corporations Taiping Trustees Limited Beneficial interest 138,888, Notes: 1. CIHL is wholly owned by Ms. Pun Tang. A charge over the 109,343,662 Shares held by CIHL had been created in favour of Chance Talent Management Limited. Chance Talent Management Limited is wholly owned by CCBI Investments Limited, which is in turn wholly owned by CCB International (Holdings) Limited. CCB International (Holdings) Limited is wholly owned by CCB Financial Holdings Limited, which is in turn wholly owned by CCB International Group Holdings Limited. CCB International Group Holdings Limited is wholly owned by China Construction Bank Corporation, which is owned as to 57.26% by Central Huijin Investment Limited. 2. Starr Investments Cayman II, Inc. and Starr Investments Cayman V, Inc. are the beneficial owners of Shares as to 7.49% and 7.17% respectively. Starr Investments Cayman II, Inc. is wholly-owned by Starr International Cayman, Inc., which is in turn wholly owned by Starr Insurance and Reinsurance Limited. Starr Insurance and Reinsurance Limited and Starr Investments Cayman V, Inc. are wholly-owned subsidiaries of Starr International Investments Limited, which is in turn wholly-owned by Starr International Company Inc.. Starr International Company Inc. is whollyowned by Starr International AG, which is wholly-owned by Starr International Foundation, a charitable foundation established in Switzerland. 1. CIHL Pun TangCIHL109,343,662 Chance Talent Management Limited Chance Talent Management Limited CCBI Investments Limited CCBI Investments Limited 57.26% 2. Starr Investments Cayman II, Inc. Starr Investments Cayman V, Inc. 7.49% 7.17% Starr Investments Cayman II, Inc. Starr International Cayman, Inc. Starr International Cayman, Inc. Starr Insurance and Reinsurance Limited Starr Insurance and Reinsurance Limited Starr Investments Cayman V, Inc. Starr International Investments LimitedStarr International Investments Limited Starr International Company Inc. Starr International Company Inc. Starr International AG Starr International AG Starr International Foundation 69

72 Other Information 3. Beijing Enterprises Real Estate (HK) Limited is wholly owned by, which is in turn wholly owned by Beijing Enterprises Group Company Limited. Beijing Enterprises Group Company Limited is wholly owned by the State-owned Assets Supervision and Administration Commission of the People s Government of Beijing Municipality Riverwood Asset Management (Cayman) Limited, Atlantis Investment Management (Ireland) Limited and Atlantis Investment Management (Hong Kong) Limited are the beneficial owners of Shares. Riverwood Asset Management (Cayman) Limited is wholly owned by Yang Liu. Investment Management (Ireland) Limited and Atlantis Investment Management (Hong Kong) Limited are wholly owned by Atlantis Capital Holdings Limited which is in turn wholly owned by Yang Liu. 4. Riverwood Asset Management (Cayman) Limited Atlantis Investment Management (Ireland) Limited Riverwood Asset Management (Cayman) LimitedInvestment Management (Ireland) LimitedAtlantis Capital Holdings Limited Atlantis Capital Holdings Limited 5. Taiping Trustees Limited is the beneficial owner of Shares. The ultimate controlling shareholder of Taiping Trustees Limited is China Taiping Insurance Group Limited, which is ultimately controlled by the State Council of the PRC. 5. CORPORATE GOVERNANCE The Company is committed to maintain high standards of corporate governance practices and procedures with a view to being a transparent and responsible organization which is open and accountable to the shareholders of the Company. These can be achieved by an effective Board, segregation of duties with clear accountability, sound internal control, appropriate risk assessment procedures and transparency of the Company. The Board will continue to review and improve the corporate governance practices from time to time to ensure the Group is led by an effective Board in order to optimize returns for the shareholders of the Company. During the six months ended 30 June 2017, the Company has applied the principles of and has complied with all code provisions as set forth in the Corporate Governance Code (the CG Code ) as contained 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 deviation as set forth below: Code Provision A.6.7 Code Provision A.6.7 of the CG Code provides that independent non-executive directors and non-executive directors should attend general meetings of the Company. Mr. Chan Chi Keung, Alan was not able to attend the annual general meeting of the Company held on 29 May 2017 due to his other engagement in other commitments. A.6.7 A Fortunet e-commerce Group Limited Interim Report 2017

73 Other Information PURCHASE, SALE OR REDEMPTION OF THE COMPANY S SHARES Save for the placing of shares of the Company which was completed on 6 January 2017, neither the Company nor any of its subsidiaries had purchased, sold or redeemed any of the listed shares of the Company during the six months ended 30 June Please refer to the announcements of the Company dated 16 December 2016, 22 December 2016 and 6 January 2017 for further details. COMPLIANCE WITH THE MODEL CODE FOR DIRECTOR S SECURITIES TRANSACTIONS The Company has adopted the Model Code as set out in Appendix 10 of the Listing Rules as its own code of conduct for securities transactions. Specific enquiries have been made with all Directors, who have confirmed and declared that they have complied with the required standards set out in the Model Code throughout the six months ended 30 June AUDIT COMMITTEE The Audit Committee was established in compliance with Rules 3.21 and 3.22 of the Listing Rules and with written terms of reference in compliance with the CG Code. The primary duties of the Audit Committee are to review and monitor the Company s financial reporting and internal control principles of the Company and to provide advice and comments to the Board. The members meet regularly with the external auditors and the Company s management team for the review, supervision and discussion of the Company s financial reporting and internal control procedures and ensure that management has discharged its duty to have an effective internal control and risk management system. During the three months ended 31 March 2017, the Audit Committee consists of three members, namely Mr. Wong Chi Keung, Mr. Liu Erhfei and Mr. Chan Chi Keung, Alan, of whom were all independent non-executive Directors. On 1 April 2017, Mr. Liu Erhfei resigned as member of the Audit Committee and Mr. Liu Jialin was appointed to fill a casual vacancy. Accordingly, as at the date of this report, the Audit Committee consists of three members, namely Mr. Wong Chi Keung, Mr. Liu Jialin and Mr. Chan Chi Keung, Alan, of whom were all independent non-executive Directors. Mr. Wong Chi Keung, who has appropriate professional qualifications and experience in accounting matters, was appointed as the chairman of the Audit Committee

74 Other Information The Audit Committee has reviewed the accounting principles, practices and treatments adopted by the Group and the unaudited interim results of the Group for the six months ended 30 June 2017 with the management of the Company. APPRECIATION On behalf of the Board, I would like to express my gratitude to our management and staff for their dedication and contribution to the Group throughout the six months ended 30 June By order of the Board Fortunet e-commerce Group Limited Mr. Cheng Jerome Chairman Hong Kong, 18 August 2017 Cheng Jerome 72 Fortunet e-commerce Group Limited Interim Report 2017

75