Discussion and Analysis of Financial Condition and Results of Operations - Financial Condition, Liquidity and Capital Resources - Debt Financing”).

Adjusted EBITDA is presented because we believe that it provides useful information to investors regarding our operating performance and our capacity to incur and service debt and fund capital expenditures. We believe that Adjusted EBITDA is used by many investors, analysts and rating agencies as a measure of performance. We also present Adjusted EBITDA because it is substantially similar to Credit Agreement EBITDA, a measure used in calculating financial ratios and other calculations under our debt agreements, except for (i) the Change in Deferred amusement revenue; and (ii) excluding the annualized full year effect of Company-operated and franchised venues that were opened and closed during the year. By reporting Adjusted EBITDA, we provide a basis for comparison of our business operations between current, past and future periods by excluding items that we do not believe are indicative of our core operating performance.

Our definition of Adjusted EBITDA allows for the exclusion of certain non-cash and other income and expense items that are used in calculating net income from continuing operations. However, these are items that may recur, vary greatly and can be difficult to predict. They can represent the effect of long-term strategies as opposed to short-term results. In addition, certain of these items can represent the reduction of cash that could be used for other corporate purposes. These measures should not be considered as alternatives to operating income, cash flows from operating activities or any other performance measures derived in accordance with GAAP as measures of operating performance, or cash flows as measures of liquidity. These measures have important limitations as analytical tools, and you should not consider them in isolation or as a substitute for analysis of our results as reported under GAAP. Because of these limitations, we rely primarily on our U.S. GAAP results and use Adjusted EBITDA and Adjusted EBITDA Margin, only supplementally.


# Legislative or regulatory actions relating to electricity transmission and renewable energy may impact the demand for our services.

Current and potential legislative or regulatory actions may impact demand for our services. Certain legislation or regulations require utilities to meet reliability standards and encourage installation of new electric transmission and renewable energy generation facilities. However, it is unclear whether these initiatives will create sufficient incentives for projects or result in increased demand for our services.

While many states have mandates in place that require specified percentages of electricity to be generated from renewable sources, states could reduce those mandates or make them optional, which could reduce, delay or eliminate renewable energy development in the affected states. Additionally, renewable energy is generally more expensive to produce and may require additional power generation sources as a backup. The locations of renewable energy projects are often remote and may not be viable unless new or expanded transmission infrastructure to transport the electricity to demand centers is economically feasible. Furthermore, funding for renewable energy initiatives may not be available. These factors could result in fewer renewable energy projects and a delay in the construction of these projects and the related infrastructure, which could negatively impact our business.

# Seasonal variations and inclement weather may cause fluctuations in our operating results, profitability, cash flow and working capital needs related to our operating segments.

A significant portion of our business in each of our operating segments is performed outdoors. Consequently, our results of operations are exposed to seasonal variations and inclement weather. Our operating segments perform less work in the winter months, and work is hindered during other inclement weather events. In particular, our Utility T&D segment revenue and profitability often decrease during the winter months and during severe weather conditions because work performed during these periods is more costly to complete. During periods of peak electric power demand in the summer, utilities generally are unable to remove their electric power T&D equipment from service, decreasing the demand for our maintenance services during such periods. The seasonality of this segment’s business also causes our working capital needs to fluctuate. Because this segment’s operating cash flow is usually lower during and immediately following the winter months, we typically experience a need to finance a portion of this segment’s working capital during the spring and summer. Conversely, our Canada segment typically posts its strongest results during the winter and summer months and weaker results during what is known as the “Spring breakup,” when road bans and load limits are put in place and workers are often furloughed and equipment idled. Severe winter weather can also create demand for restoration of storm damage to overhead utility lines, which can offer opportunities for high margin emergency restoration work for our Utility T&D segment.

# Our failure to recover adequately on claims against project owners for payment could have a material adverse effect on us.

We occasionally bring claims against project owners for additional costs exceeding the contract price or for amounts not included in the original contract price. These types of claims occur due to matters such as owner-caused delays or changes from the initial project scope, which result in additional costs, both direct and indirect. These claims can be the subject of lengthy arbitration or litigation proceedings, and it is often difficult to accurately predict when these claims will be fully resolved. When these types of events occur and unresolved claims are pending, we may invest significant working capital in projects to cover cost overruns pending the resolution of the relevant claims. A failure to promptly recover on these types of claims could have a material adverse impact on our liquidity and financial condition.

# Our business is dependent on a limited number of key clients.

We operate primarily in the oil and gas and power industries, providing services to a limited number of clients. Much of our success depends on developing and maintaining relationships with our major clients and obtaining a share of contracts from these clients. The loss of any of our major clients could have a material adverse effect on our operations. One client was responsible for approximately 25.0 percent of total contract revenue from continuing operations in 2016. This client was also responsible for 42.6 percent of our 12-month backlog and 45.8 percent of our total backlog at December 31, 2016.

# Terrorist attacks and war or risk of war may adversely affect our results of operations, our ability to raise capital or secure insurance or our future growth.

The continued threat of terrorism and the impact of military and other action will likely lead to continued volatility in prices for crude oil and natural gas and could affect the markets for our operations. In addition, future acts of terrorism could be


directed against companies operating both outside and inside the United States. Further, the U.S. government has issued public warnings that indicate that pipelines and other energy assets might be specific targets of terrorist organizations. These developments may subject our operations to increased risks and, depending on their ultimate magnitude, could have a material adverse effect on our business.

# Our operations are subject to a number of operational risks.

Our business operations include pipeline construction, fabrication, pipeline rehabilitation services and a wide range of services in electric power and natural gas transmission and distribution. We may encounter difficulties that impact our ability to complete a project in accordance with the original delivery schedule. These difficulties may be the result of delays in designs, engineering information or materials provided by the customer or a third party, delays or difficulties in equipment and material delivery, schedule changes, delays from our customer's failure to timely obtain permits or rights-of-way or meet other regulatory requirements, weather-related delays, delays caused by difficult worksite environments and other factors, some of which are beyond our control. We also may encounter project delays due to local opposition, which may include injunctive actions as well as public protests, to the siting of electric transmission lines, pipelines or other facilities, especially those which are located in environmentally or culturally sensitive areas and more heavily populated areas. We may not be able to recover the costs we incur that are caused by delays. In certain circumstances, we guarantee project completion by a scheduled acceptance date or achievement of certain acceptance and performance testing levels. Failure to meet any of our schedules or performance requirements could also result in additional costs or penalties, including liquidated damages, and such amounts could exceed expected project profit. In extreme cases, the above-mentioned factors could cause project cancellations, and we may not be able to replace such projects with similar projects or at all. Such delays or cancellations may impact our reputation or relationships with customers, adversely affecting our ability to secure new contracts.

Our operations also involve a number of operational hazards. Natural disasters, adverse weather conditions, collisions and operator error could cause personal injury or loss of life, severe damage to and destruction of property, equipment and the environment and suspension of operations. In locations where we perform work with equipment that is owned by others, our continued use of the equipment can be subject to unexpected or arbitrary interruption or termination. The occurrence of any of these events could result in work stoppage, loss of revenue, casualty loss, increased costs and significant liability to third parties.

The insurance protection we maintain may not be sufficient or effective under all circumstances or against all hazards to which we may be subject. An enforceable claim for which we are not fully insured could have a material adverse effect on our financial condition and results of operations. Moreover, we may not be able to maintain adequate insurance in the future at rates that we consider reasonable.

# Unsatisfactory safety performance may subject us to penalties, can affect customer relationships, result in higher operating costs, negatively impact employee morale and result in higher employee turnover.

Workplace safety is important to us, our employees and our customers. As a result, we maintain comprehensive safety programs and training to all applicable employees throughout our organization. While we focus on protecting people and property, our work is performed at construction sites and in industrial facilities, and our workers are subject to the normal hazards associated with providing these services. Even with proper safety precautions, these hazards can lead to personal injury, loss of life, damage to or destruction of property, plant and equipment and environmental damage. We are intensely focused on maintaining a strong safety environment and reducing the risk of accidents to the lowest possible level.

Although we have taken what we believe are appropriate precautions to adequately train and equip our employees, we have experienced serious accidents, including fatalities, in the past and may experience additional accidents in the future. Serious accidents may subject us to penalties, civil litigation or criminal prosecution. Claims for damages to persons, including claims for bodily injury or loss of life, could result in costs and liabilities, which could materially and adversely affect our financial condition, results of operations or cash flows.

# We may become liable for the obligations of our joint ventures and our subcontractors.

Some of our projects are performed through joint ventures with other parties. In addition to the usual liability of contractors for the completion of contracts and the warranty of our work, where work is performed through a joint venture, we also have potential liability for the work performed by the joint venture itself. In these projects, even if we satisfactorily complete our project responsibilities within budget, we may incur additional unforeseen costs due to the failure of the joint ventures to perform or complete work in accordance with contract specifications.


	4.00				48

 加：会计政
策变更										-1,400,09
4.29		-1,400,094.
29

    前期
差错更正

    其他

二、本年期初余
额	1,247,
201,70
4.00				2,673,3
70,877.
48		10,120,
005.35		527,787
,524.13	1,721,777
,618.17		6,180,257,7
29.13

三、本期增减变
动金额（减少以
“－”号填列）	220,09
4,500.
00				3,396,2
22,203.
28		206,262
.07		4,571,4
54.04	-183,353,
220.40		3,437,741,1
98.99

（一）综合收益
总额							206,262
.07			45,714,54
0.36		45,920,802.
43

（二）所有者投
入和减少资本	220,09
4,500.
00				3,396,2
22,203.
28							3,616,316,7
03.28

1．所有者投入
的普通股	220,09
4,500.
00				3,310,0
79,492.
81							3,530,173,9
92.81

2．其他权益工
具持有者投入
资本

3．股份支付计
入所有者权益
的金额

4．其他					86,142,
710.47							86,142,710.
47

（三）利润分配									4,571,4
54.04	-229,067,
760.76		-224,496,30
6.72

1．提取盈余公
积									4,571,4
54.04	-4,571,45
4.04

2．对所有者（或
股东）的分配										-224,496,
306.72		-224,496,30
6.72

3．其他

（四）所有者权
益内部结转

1．资本公积转
增资本（或股


本）

2．盈余公积转
增资本（或股
本）

3．盈余公积弥
补亏损

4．设定受益计
划变动额结转
留存收益

5．其他综合收
益结转留存收
益

6．其他

（五）专项储备

1．本期提取

2．本期使用

（六）其他

四、本期期末余
额	1,467,
296,20
4.00				6,069,5
93,080.
76		10,326,
267.42		532,358
,978.17	1,538,424
,397.77		9,617,998,9
28.12

# 三、公司基本情况

深圳市海普瑞药业集团股份有限公司（以下简称“本公司”）是一家在中华人民共和国广东省注册的股份有限公司，于1998年4月21日成立。本公司所发行人民币普通股A股及港币普通股H股股票，分别于2010年在深圳证券交易所和2020年在香港联合交易所有限公司上市。本公司总部位于广东省深圳市南山区松坪山朗山路21号。

本公司及其子公司（以下简称“本集团”）主要从事开发、生产经营原料药（肝素钠、依诺肝素钠），从事货物及技术进出口（不含分销及国家专营、专控、专卖商品）等。

本集团的实际控制人为李坦和李锂。

本财务报表业经本公司董事会于2022年04月11日决议批准。

合并财务报表的合并范围以控制为基础确定，本年度变化情况参见附注八。


in hotel occupancy levels and ADR, and below historical average growth in lodging supply. These positive lodging fundamentals moderated over the last couple years however. In 2016, the rate of lodging demand growth (1.7%, as reported by STR) decreased as compared to the several years prior while the rate of lodging supply growth (1.6%, as reported by STR) approached historical average levels. In 2017, lodging demand rebounded by increasing 2.7% while lodging supply increased by 1.8%, resulting in industry-wide RevPAR increasing by 3.0%, as reported by STR. Several industry prognosticators, including STR, expect similar levels of RevPAR growth over the next few years as that experienced by the industry in 2017.

We continue to believe our hotel portfolio is well positioned for future performance and long-term real estate value appreciation as a result of our focus on high-quality hotels located in major U.S. lodging markets. However, recognizing that the industry is now entering the ninth year of the current lodging and economic cycle, we expect limited, if any, acquisition activity for the remainder of the lodging cycle and we may increasingly evaluate opportunities to dispose of hotels that we believe have maximized their values.

# Business Strategy

Our goal is to deliver strong total returns to our shareholders in the form of the appreciation of our assets and our ability to return funds to our shareholders in the form of dividends. We intend to pursue the following strategies to achieve this goal:

Identify and pursue value-added investments at our hotels. We employ value-added strategies designed to improve the operating performance and value of our hotels. We have focused a significant portion of our efforts on identifying and pursuing investments to promote the competitive positioning and operations of our hotels, and we intend to continue our aggressive efforts in this regard. Examples include the approximate \$7 million renovation and repositioning of the Hotel Adagio San Francisco in 2012, enabling the hotel to become part of the Marriott Autograph Collection; the approximate\$5 million we spent in 2012 to create 35 additional guestrooms on the top two, previously vacant, floors of the W Chicago –City Center; and in 2014, the completion of three major investments, including the approximate \$37 million comprehensive renovation at our W Chicago – Lakeshore, the approximate \$25 million comprehensive renovation of our former W New Orleans to re-brand the hotel as the Le Meridien New Orleans, and the approximate \$8 million comprehensive renovation of our former Holiday Inn New York City Midtown – 31st Street to re-brand the hotel as the Hyatt Herald Square New York.

Optimize the branding and management of our hotels. We regularly evaluate opportunities to re-brand certain hotels by determining which brands are available in the market, seeking to quantify the potential improvement in revenue generation and profitability that a hotel might experience under a new brand. We analyze these opportunities by reviewing the revenue data of the local competitive set of hotels that are branded most similarly to the proposed new brand for the hotel, which data we obtain from a third party, STR. Based on this data, we project the expected revenue for the hotel with the new brand and use hotel industry standards for profit margins, and our own operating history, to calculate potential profits. We then compare the potential profits to the expected capital costs to bring the hotel into compliance with the standards of the proposed new brand to calculate a return on investment, which we use to determine whether it is in our shareholders’ interests to undertake the re-branding project. Examples of our deployment of this strategy can be found in the repositioning of the previously independent Hotel Adagio San Francisco to become part of the Marriott Autograph Collection in 2013, and the conversions of our former W New Orleans to the Le Meridien brand and our former Holiday Inn New York City Midtown – 31st Street to the Hyatt brand in 2014. Likewise, we continually evaluate the performance of the third parties managing each of our hotels and evaluate whether a hotel might perform better under different managerial control. In this regard, we review the operating performance of the hotel and compare that with its local competitive set and industry standards, as well as our experience in our dealings with the 10 management companies currently operating our hotels. In accordance with this strategy, we replaced the management company operating our two hotels located in New York in October 2016 and the brand management company operating our hotel located in Denver in December 2017. We will continue to pursue a change in a hotel’s management company when we determine the benefits of a change outweigh the costs.

Selectively expand our hotel portfolio through new investments. We may continue our efforts to grow our business by acquiring additional hotels that meet our qualitative and quantitative investment criteria, which may change depending upon our assessment of, among other things, our cost of capital, liquidity, and expectations regarding future lodging industry fundamentals and macroeconomic conditions. We have and will continue to focus our efforts on upper-upscale hotels operating under national franchise brands located in the top 25 U.S. Metropolitan Statistical Areas, in close proximity to major market demand generators that are attractive to business travelers. Our team may continue to target acquisitions that we believe would strengthen the overall quality of our hotel portfolio and further diversify the portfolio by market, customer type and brand. While we anticipate that we would continue to focus on acquiring hotels that are proven leaders in market share, setting the rates in the market and providing superior meeting space, services or amenities, and in good physical


condition, we may be opportunistic in evaluating acquisition opportunities that might involve near-term renovations, re-branding or management changes under the methods described above. From a financial perspective, we expect to be conservative in our underwriting of the potential returns on investment when evaluating any new acquisition opportunities, which we believe is prudent given the cyclical nature of the lodging industry, and the lack of certainty as to the duration of any growth period.

Evaluate opportunities to redeploy capital. We regularly review the hotels in our portfolio to ensure that they continue to meet our investment criteria. If we were to conclude that a hotel’s value has been maximized, or that it no longer fits within our financial or strategic criteria, we may seek to sell the hotel and plan to use the proceeds, net of any retirement of related debt, to supplement our capital for use in future investments in our existing or new hotels or to reduce the Trust’s overall leverage. In accordance with this strategy, we sold the Courtyard Anaheim at Disneyland Resort, an upscale hotel located in a market with a significant increase in lodging supply expected, for \$32.5 million in 2014 and used the net proceeds to partially fund the subsequent acquisition of the JW Marriott San Francisco Union Square, a high-quality hotel located in the favorable San Francisco market, for a purchase price of \$147.2 million in 2014; and more recently, we sold The Hotel Minneapolis, Autograph Collection, a hotel located in a market that is continuing to experience a significant increase in lodging supply, for \$46.0 million and used the net proceeds to repay outstanding debt.

Maintain our conservative capital structure to preserve financial flexibility. Since our IPO in 2010, we have maintained discipline in targeting an overall debt level not to exceed 40% of the aggregate value of all of our hotels (as calculated in accordance with our revolving credit facility). At the same time, we have secured long-term, low interest rate financing on favorable terms. We believe our strong balance sheet offers us the dual benefit of the ability to move rapidly to capitalize on favorable investment opportunities, as well as to maintain or increase the level of dividends we pay our shareholders over time.

# Hotel Operating Agreements

The following are general descriptions of our management agreements, franchise agreements and TRS lease agreements:

# Management agreements

We have entered into management agreements with third parties to manage our hotels. Our hotel managers generally have sole responsibility and authority for the hotel’s day to day operations and provide all managerial and other hotel employees, oversee operations and maintenance, prepare reports, budgets and projections and provide other administrative and accounting support services. We structure our hotel management agreements to allow us to closely monitor the performance of our hotels and to ensure, among other things, that our third-party managers: (1) implement an approved business and marketing plan; (2) implement a disciplined capital expenditure program; and (3) establish and prudently spend appropriate furniture, fixtures and equipment (“FF&E”) reserves.

Our current management agreements generally provide for base management fees ranging from 2% to 4% of gross hotel revenues and incentive compensation if hotel operating income, as defined in the management agreements, exceeds certain performance thresholds. The incentive management fee is generally calculated as a percentage of hotel operating income after we have received a priority return on our investment in the hotel. The terms of our management agreements generally range from five to 20 years initially, with certain extension and renewal periods. In addition, we may, in certain circumstances, terminate each of the management agreements before the expiration of the initial term if the particular hotel fails to meet specified performance objectives, generally targeted levels of RevPAR and gross operating profit, for specified periods. In addition, certain management agreements impose conditions with respect to (1) levels of mortgage loan financing and (2) conveyances of the hotel or any direct or indirect interest therein to third parties.

# Franchise agreements

Of our 21 current hotels, 11 operate pursuant to franchise agreements with hotel brand companies and 10 operate pursuant to management agreements with hotel brand companies that allow them to operate under their respective brands. Under the 11 franchise agreements, we generally pay a royalty fee ranging from 3% to 6% of room revenues and up to 3% of food and beverage revenues, plus additional fees for marketing, central reservation systems, and other franchisor costs that amount to between 1% and 5% of room revenues. The terms of our franchise agreements generally range from 10 to 20 years initially, with certain extension and renewal periods. The franchise agreements specify certain management, operational, recordkeeping, accounting, reporting and marketing standards and procedures with which we must comply. The agreements also obligate us to comply with the franchisor’s standards and requirements with respect to training of operational personnel, safety, maintaining specified insurance, the types of services and products ancillary to guest room services that may be


# Advanced Medium Range Air-to-Air Missile (AMRAAM)

# Executive Summary

• The next update to the AIM-120 Advanced Medium-Range Air-to-Air Missile (AMRAAM), the AIM-120D, is currently in developmental testing by both the Air Force and Navy at Eglin AFB, Florida, and China Lake Naval Weapons Station, California.

• Key stakeholders, including the program office and DOT&E, suspended AIM-120D progression to operational testing (OT), pending resolution of four key technical deficiencies. These deficiencies include missile lockup, built-in test (BIT) failures, aircraft integration problems, and poor GPS satellite acquisition.

# System

• The AIM-120 AMRAAM is an all-weather, radar-guided air‑to-air missile with capability in both the beyond-visual-range and within-visual-range arenas. A single launch aircraft can engage multiple targets with multiple missiles simultaneously when using AMRAAM.

• The AMRAAM program develops and incorporates phased upgrades periodically.

• The latest version, the AIM-120C-7, completed operational testing in August 2007. It incorporated an upgraded antenna, receiver, signal processor, and new software algorithms to counter new threats. The use of smaller system components creates room for future growth.

• The AIM-120D, the next upgrade to the AMRAAM, is currently in development and is intended to deliver performance improvements over the AIM-120C-7 through the use of an internal GPS, an enhanced datalink, and new software.

# Mission

• The Air Force and Navy, as well as several foreign military forces, use various versions of the AIM-120 AMRAAM to shoot down enemy aircraft.

• All U.S. fighter aircraft use the AMRAAM as the primary beyond-visual-range air-to-air weapon to shoot down enemy aircraft.

# Major Contractor

Raytheon Missile Systems – Tucson, Arizona

# Activity

• Production of AIM-120D began in 2006, and developmental testing (DT) began in 2007.

• In 2009, key stakeholders, including the program office and DOT&E, suspended progression of the AIM-120D to OT due to four performance and reliability deficiencies, including missile lockup, BIT failures, aircraft integration problems, and poor GPS satellite acquisition.

• The Air Force accomplished the final DT/OT shot successfully in August 2011, but Raytheon has not yet resolved missile lockup or aircraft integration problems. The Air Force has not set a date for the Operational Test Readiness Review (OTRR).

# Assessment

• The AIM-120D was originally scheduled to begin OT in 2008; it is now more than three years behind schedule.

• DOT&E’s approval of the Test and Evaluation Master Plan and OT plan are pending resolution of the deficiencies that suspended OT in 2009. Raytheon has solved the BIT fail problem and has developed a pending solution to the GPS failure problem. Weapons failure and aircraft integration deficiencies remain; therefore, the AIM-120D is not production-representative with stable hardware and software.

• The program office is pursuing advancement to OT without solutions to two major technical problems: weapons failure and aircraft integration. The program office should address and produce adequate solutions to these deficiencies before commencing OT.

# Recommendations

• Status of Previous Recommendations. The FY05 recommendation for the program office to include enough test missiles to adequately characterize effectiveness and suitability for the AIM-120D remains valid. The FY07 recommendation for the program office to seek changes to the Air Force’s


full-scale and sub-scale target programs to ensure proper target presentation, target reliability, and availability, also remains valid.

• FY11 Recommendation.

1. The program office should produce adequate solutions to the identified technical deficiencies before initiating OT and should begin OT only when AIM-120D is production‑representative, with stable hardware and software.


‘‘Factories and Industrial
Undertakings Ordinance’’	the Factories and Industrial Undertakings Ordinance (Chapter 59
of the Laws of Hong Kong), as amended, sulppemented or
otherwise modified from time to time

‘‘FY2014/15’’	the year ended 31 March 2015

‘‘FY2015/16’’	the year ended 31 March 2016

‘‘FY2016/17’’	the year ended 31 March 2017

‘‘FY2017/18’’	the year ended 31 March 2018

‘‘Gazette’’	the official publication of the Government for, among other
things, statutory notices for public tenders

‘‘GDP’’	gross domestic product, the total market value of all the goods
and services produced within the borders of a nation during a
specified period of time

‘‘Government’’ or ‘‘Hong Kong
Government’’	the government of Hong Kong

‘‘Grand Basework’’	Grand Basework Limited, a company incorporated in BVI on 21
April 2017 with limited liability and an indirect wholly-owned
subsidiary of our Company

‘‘Grou’’‘‘’’p, we, ‘‘us or ‘‘our’’	our Company and its subsidiaries at the relevant time or, where
the context otherwise requires, in respect of the period prior to
our Company becoming the holding company of its present
subsidiaries pursuant to the Reorganisation, its present
subsidiaries and the businesses operated by such subsidiaries

‘‘HK dollars’’  or‘‘HK$’’ and
‘‘cents’’	Hong Kong dollars and cents respectively, the lawful currency of
Hong Kong

‘‘HKFRS’’	Hong Kong Financial Reporting Standards

‘‘HKSCC’’	Hong Kong Securities Clearing Company Limited

‘‘HKSCC Nominees’’	HKSCC Nominees Limited

‘‘Hon’’g Kon’g or ‘‘HKSAR’ or
‘‘HK’’	the Honig Kong Special Administrative Reon ofg the Peol’pes
ReliChipubc of na

‘‘Hong Kong Branch Share
Reigstrar’’	Boardroom Share Reidgstrars (HK) Limite, the branch share
reigstrar and transfer office of our Comipany n Hong Kong


‘‘independent third party(ies)’’	an individual(s) or a company(ies) who or which, to the best of
our Directors’ knowledge, information and belief, having made all
reasonable enquiries, is/are independent of and not connected
with (within the meaning of the Listing Rules) our Company and
its connected persons

‘‘Ipsos’’	Ipsos Limited, an industry research consultant and is an
independent third party

‘‘Ipsos Report’’	the industry research report commissioned by us and prepared by
Ipsos on the foundation and superstructure building works
industries in Hong Kong in which our Group operates

‘‘Labour Department’’	Labour Department of the Government

‘‘Latest Practicable Date’’	10 March 2018, being the latest practicable date prior to the
printing of this prospectus for the purpose of ascertaining certain
information in this prospectus

‘‘Legal Counsel’’	Mr. Chan Chung, barrister-at-law in Hong Kong, who is an
independent third party

‘‘Listin’’g	listing of the Shares on the Main Board

‘‘Listing Committee’’	the listing sub-committee of the directors of the Stock Exchange

‘‘Listing Date’’	the date, expected to be on or about 29 March 2018, on which
dealings in the Shares first commence

‘‘Listing Rules’’	the Rules Governing the Listing of Securities on the Stock
Exchange, as amended, modified and sulppemented from time to
time

‘‘Main Board’’	the Main Board of the Stock Exchange

‘‘Memorandum’’ or ‘‘Memorandum
of Association’’	the amended and restated memorandum of association of our
Company conditionally adopted on 13 March 2018 and as
amended from time to time, a summary of which is set out in
Appendix III to this prospectus

‘‘MPF scheme’’	mandatory provident fund scheme

‘‘Mr. Benjamin N’’g	Mr. Ng Chi Bun Benjamin (吳志斌), our chief executive officer,
executive Director and one of our Controlling Shareholders

‘‘Ms. KY Tsui’’	Ms. Tsui Kwok Ying (徐幗英), our chairman, non-executive
Director and one of our Controlling Shareholders


“Listing Rules”	the Rules Governing the Listing of Securities on The
Stock Exchange of Hong Kong Limited, as amended,
sulppemented or otherwise modified from time to time

“Lvxin Enterprise”	Wenzhou Lvxin Enterprise Management Co., Ltd. (溫州
綠欣企業管理有限公司), a company established on
December 3, 2019 under the laws of the PRC with limited
liability and an indirect wholly-owned subsidiary of our
Company

“Lvxin Haihe”	Hangzhou   Lvxin   Haihe   Construction   Project
Management Co., Ltd. (杭州綠欣海河工程項目管理有限
公司), a company established on December 12, 2019
under the laws of the PRC with limited liability and an
indirect wholly-owned subsidiary of our Company

“Lvxin Investment”	Shaoxing Lvxin Investment Management Co., Ltd. (紹興
綠欣投資管理有限公司), a company established on April
22, 2015 under the laws of the PRC with limited liability
and an indirect non-wholly owned subsidiary of our
Company

“Lvxing Asset Service”	Lvxing Asset Service and Real Estate Construction
Management Hangzhou Co., Ltd. (綠星資服房地產建設
管理(杭州)有限公司), a company established on
December 25, 2018 under the laws of the PRC with
limited liability and an indirect wholly-owned subsidiary
of our Company

“Lvxing Construction”	Wenzhou Lvxing Construction Project Management Co.,
Ltd. (溫州綠興工程項目管理有限公司), a company
established on December 3, 2019 under the laws of the
PRC with limited liability and an indirect wholly-owned
subsidiary of our Company

“Lvxing Construction Design”	 Lvxing Construction Design Hangzhou Co., Ltd. (綠星建
築設計(杭州)有限公司), a company established on
December 25, 2018 under the laws of the PRC with
limited liability and an indirect wholly-owned subsidiary
of our Company

“Lvxing Real Estate Consulting”	 Lvxing Real Estate Consulting Hangzhou Co., Ltd. (綠星
房產諮詢(杭州)有限公司), a company established on
December 25, 2018 under the laws of the PRC with
limited liability and an indirect wholly-owned subsidiary
of our Company


“Main Board”	the stock exchange (excluding the option market)
operated by the Stock Exchange which is independent
from and operates in parallel with the Growth Enterprise
Market of the Stock Exchange

“Mainwide HK”	Mainwide (H.K.) Limited, a company incorporated on
April 1, 2016 under the laws of Hong Kong with limited
liability and a wholly-owned subsidiary of our Company

“Memorandum” or
“Memorandum of Association”	the memorandum of association of our Company
conditionally adopted by our Company on June 23, 2020
which shall become effective upon listing of the Shares
on the Stock Exchange, as amended or sulpemented
pfrom time to time, a summary of which is set out in
Appendix III to this prospectus

“MOFCOM”	Ministry of Commerce of the PRC (中華人民共和國商務
部)

“NDRC”	the National Development and Reform Commission of
the PRC (中華人民共和國國家發展和改革委員會)

“Non-QualifiGyng reentown
Shareholders”	the Greentown Shareholders on the Record Date with
reistered addgresses in, or who are otherwise known by
Greentown China to be residents of any of the Specified
Territories

“Offer Price”	the final HK dollar price per Offer Share (exclusive of
brokerage of 1%, the SFC transaction levy of 0.0027%
and the Stock Exchange trading fee of 0.005%) at which
the Hong Kong Offer Shares are to be subscribed for
under the Hong Kong Public Offering and the
International Offer Shares are to be offered under the
International Offering, to be determined in the manner as
further described in “Structure of the Global Offering –
Pricing and Allocation”

“Offer Shares”	the Hong Kong Offer Shares and the International Offer
Shares together, where relevant, with any additional
Shares to be issued by our Company pursuant to the
exercise of the Over-allotment Option


# Our customers may reduce their demand for aluminum extrusion products in favor of alternative materials.

Our aluminum extrusion products compete with products made from other materials, such as plastic, wood or other metal composites, for various applications. The willingness of customers to accept substitutions for aluminum or the ability of major customers to exert leverage in the marketplace to reduce the pricing for aluminum extrusion products could adversely affect the demand for our products and thus adversely affect our business, financial condition and results of operations.

# We derive a substantial portion of our sales from China.

A substantial portion of our sales are generated from China. During the Track Record Period, we generated approximately 92.8%, 94.7% and 96.7% of our total revenue, respectively, from sales to customers in China. To boost our sales revenue, we seek to increase our market share in overseas markets; however, we anticipate that sales of our products in China will continue to represent a substantial proportion of our total sales in the near future. Any significant decline in the condition of the PRC economy could, among other things, reduce consumption of our products which in turn would have a material adverse effect on our business, financial condition and results of operations.

# We had net current liabilities as of December 31, 2006 and 2007.

As of December 31, 2006 and 2007, we had net current liabilities of approximately RMB260.9 million and RMB207.0 million, respectively. We had net current liabilities as of each of these balance sheet dates mainly due to (i) our large amounts of borrowings, comprising mainly short-term borrowings from commercial banks in China which are the primary source of financing for our Company and offer interest rates that are generally lower than those of long-term loans, and (ii) our issuance of short-term debentures. The amount of payment obligations of our bank borrowings and short-term debentures in the 12-month period following the Listing is estimated to be approximately RMB4.8 billion. Our net current liabilities position exposes us to liquidity risk, and we may have net current liabilities in the future. Our future liquidity, the payment of trade and other payables and the repayment of our outstanding bank borrowings as and when they become due will primarily depend on our ability to maintain adequate cash inflows from operating activities, cash and cash equivalents, and our access to further financial resources to fulfill our short-term payment obligations, which will be affected by our future operating performance, prevailing economic conditions, and financial, business and other factors, many of which are beyond our control.

# Our business, reputation and brand may be materially and adversely affected by actions taken by our distributors.

During the Track Record Period, our sales to distributors accounted for approximately 39.9%, 31.9% and 12.9% of our total revenue, respectively. As of December 31, 2008, we had 17 distributors responsible for domestic sales in China and four distributors responsible for our overseas markets. Save as disclosed in the section headed “Relationships with Our Controlling Shareholder and Continuing Connected Transactions,” our Directors have confirmed that during the Track Record Period, all of our distributors were Independent Third Parties. It has been our policy that our distributors may not take any improper or illegal actions, commit bribery or use any payments or other means prohibited under the relevant anti-corruption laws in the PRC and thej urisdictions where they operate or prohibited under the agreed terms


between us and the distributors to promote or sell our products, and that we will terminate our relationship with them if they engage in such activities. However, our distributors could take one or more of the following actions, any of which could have a material adverse effect on our business, reputation and brand:

• breach our agreements with them, including by selling products that compete with our products that they have contracted to sell for us or by selling our products outside their designated territory, possibly in violation of the exclusive distribution rights of other distributors;

• unauthorized use or misuse of our brand name;

• fail to adequately promote our products;

• fail to provide proper training and service to the end-users of our products; or

• violate the anti-corruption laws of China, the United States or other countries.

Non-compliance by our distributors with our agreements or any improper or illegal actions taken by our distributors could harm our corporate image and disrupt our sales. We ultimately have limited control over the actions of our distributors who are Independent Third Parties, and cannot assure you that they will not breach their agreements with us or violate relevant laws. We are not aware of any breach of agreement, or improper or illegal actions taken by our distributors during the Track Record Period.

If our distributors violate PRC laws or otherwise engage in illegal practices with respect to their sales or marketing of our products, our brand and reputation, our sales activities or the price of our Shares could be adversely affected if we become the target of any negative publicity as a result of actions taken by our distributors.

# The global financial markets have experienced significant deterioration and volatility recently, which have had negative repercussions on the global economy and, as a result, may adversely affect our business operations.

Certain recent adverse financial developments have impacted the global financial markets. These developments include a general slowing of economic growth both in the U.S. and globally, substantial volatility in equity securities markets, and volatility and tightening of liquidity in credit markets. While it is difficult to predict how long these conditions will exist and which markets and businesses of our Company may be affected, these developments could continue to present risks for an extended period of time for our Company, including a potential slowdown in our sales to customers, increase in interest expenses on our bank borrowings, or reduction of the amount of banking facilities currently available to us. If this economic downturn continues, our business, financial condition and results of operations may be adversely affected.


# 39. CAPITAL AND OTHER COMMITMENTS

	Group

2016	2015

RM’000	RM’000

(a) Capital expenditure commitments

Property, plant and equipment and investment properties

- Authorised and contracted for	1,147,134	2,159,183

- Authorised but not contracted for	2,349,600	1,407,287

	3,496,734	3,566,470

(b)   Joint venture

Share of capital commitment of joint venture	145,648	150,404

(c)   Banker guarantees

Amount of banker guarantees obtained	28,767	27,914

# 40. RELATED PARTIES

For the purpose of these financial statements, parties are considered to be related to the Group if the Group has the ability, directly or indirectly, to control the party or exercise significant influence over the party in making financial and operating decisions, or vice versa, or where the Group and the party are subjected to common control or common significant influence. Related parties may be individuals or other entities.

Related parties also include key management personnel defined in Note 31.

# Related party transactions

Other than disclosed elsewhere in the financial statements, transactions carried out on terms agreed with the related parties are as follows:

	Group

2016	2015

RM’000	RM’000

With substantial shareholders and their related parties

Sales and provision of services	343,672	257,547

Purchases and consumption of services	(45,840)	(45,880)

With key management personnel and their related parties

Sales and provision of services	17,594	27,250

Purchases and consumption of services	(74,243)	(63,382)

With associates

Rental income	405	282

With director of a subsidiary

Consultancy fees paid	(294)	(254)


# 40. RELATED PARTIES (CONTINUED)

# Related party transactions (continued)

	Company

2016	2015

RM’000	RM’000

With subsidiaries

Dividend income	41,971	106,800

Share-based payment transactions	43,378	32,959

Significant related party balances related to the above transactions are as follows:

	Group

2016	2015

RM’000	RM’000

Trade and other receivables

Substantial shareholders and their related parties	50,109	36,606

Key management personnel and their related parties	8,276	5,958

	58,385	42,564

Trade and other payables

Substantial shareholders and their related parties	(4,108)	(3,599)

Key management personnel and their related parties	(15,918)	(6,696)

	(20,026)	(10,295)

These transactions have been entered into in the normal course of business and have been established under negotiated terms.

From time to time, directors and key management personnel of the Group, or their related parties, may receive services and purchase goods from the Group. These services and purchases are on negotiated basis.


In accordance with the Articles, the Company is entitled to sell any of the shares of a member who is untraceable if:

(i) all cheques or warrants, being not less than three in total number, for any sum payable in cash to the holder of such shares have remained uncashed for a period of 12 years;

(ii) upon the expiry of the 12 years and 3 months period (being the 3 months notice period referred to in sub-paragraph (iii)), the Company has not during that time received any indication of the existence of the member; and

(iii) the Company has caused an advertisement to be published in accordance with the rules of the stock exchange of the Relevant Territory (as defined in the Articles) giving notice of its intention to sell such shares and a period of three months has elapsed since such advertisement and the stock exchange of the Relevant Territory (as defined in the Articles) has been notified of such intention. The net proceeds of any such sale shall belong to the Company and upon receipt by the Company of such net proceeds, it shall become indebted to the former member of the Company for an amount equal to such net proceeds.

# (v) Subscription rights reserve

Pursuant to the Articles, provided that it is not prohibited by and is otherwise in compliance with the Companies Law, if warrants to subscribe for shares have been issued by the Company and the Company does any act or engages in any transaction which would result in the subscription price of such warrants being reduced below the par value of the shares to be issued on the exercise of such warrants, a subscription rights reserve shall be established and applied in paying up the difference between the subscription price and the par value of such shares.

# 3. CAYMAN ISLANDS COMPANY LAW

The Company was incorporated in the Cayman Islands as an exempted company on 5 August 2013 subject to the Companies Law. Certain provisions of Cayman Islands company law are set out below but this section does not purport to contain all applicable qualifications and exceptions or to be a complete review of all matters of the Companies Law and taxation, which may differ from equivalent provisions inj urisdictions with which interested parties may be more familiar.

# (a) Company operations

As an exempted company, the Company must conduct its operations mainly outside the Cayman Islands. Moreover, the Company is required to file an annual return each year with the Registrar of Companies of the Cayman Islands and pay a fee which is based on the amount of its authorized share capital.

# (b) Share capital

In accordance with the Companies Law, a Cayman Islands company may issue ordinary, preference or redeemable shares or any combination thereof. The Companies Law provides that where a company issues shares at a premium, whether for cash or otherwise, a sum equal to the aggregate amount or value of the premiums on those shares shall be transferred to an account, to be called the ‘‘share premium account’’. At the option of a company, these provisions may not


apply to premiums on shares of that company allotted pursuant to any arrangements in consideration of the acquisition or cancellation of shares in any other company and issued at a premium. The Companies Law provides that the share premium account may be applied by the company subject to the provisions, if any, of its memorandum and articles of association, in such manner as the company may from time to time determine including, but without limitation, the following:

(i) paying distributions or dividends to members;

(ii) paying up unissued shares of the company to be issued to members as fully paid bonus shares;

(iii) any manner provided in section 37 of the Companies Law;

(iv) writing-off the preliminary expenses of the company; and

(v) writing-off the expenses of, or the commission paid or discount allowed on, any issue of shares or debentures of the company.

Notwithstanding the foregoing, the Companies Law provides that no distribution or dividend may be paid to members out of the share premium account unless, immediately following the date on which the distribution or dividend is proposed to be paid, the company will be able to pay its debts as they fall due in the ordinary course of business.

It is further provided by the Companies Law that, subject to confirmation by the court, a company limited by shares or a company limited by guarantee and having a share capital may, if authorized to do so by its articles of association, by special resolution reduce its share capital in any way.

The Articles include certain protections for holders of special classes of shares, requiring their consent to be obtained before their rights may be varied. The consent of the specified proportions of the holders of the issued shares of that class or the sanction of a resolution passed at a separate meeting of the holders of those shares is required.

# (c) Financial assistance to purchase shares of a company or its holding company

There are no statutory prohibitions in the Cayman Islands on the granting of financial assistance by a company to another person for the purchase of, or subscription for, its own, its holding company’s or a subsidiary’s shares. Therefore, a company may provide financial assistance provided the directors of the company when proposing to grant such financial assistance discharge their duties of care and acting in good faith, for a proper purpose and in the interests of the company. Such assistance should be on an arm’s-length basis.


	截至12月31日止年度

2018年	2019年	2020年	2021年

（人民幣千元，百分比除外）

為醫聯體提供的
診斷檢測服務

－感染病診斷檢測	13,061	2.2	28,501	4.2	104,709	8.7	388,874	22.9

 －COVID-19檢測	–	–	–	–	64,467	5.4	327,623	19.3

－病理檢測	25,628	4.3	47,379	7.0	75,941	6.3	101,827	6.0

－遺傳病診斷檢測	48,047	8.1	65,339	9.6	62,392	5.2	83,789	4.9

－常規診斷檢測	14,075	2.3	24,845	3.7	32,726	2.7	44,866	2.7

小計	100,811	16.9	166,064	24.5	275,768	22.9	619,356	36.5

為非醫療機構
提供的診斷檢測服務

－非COVID-19檢測	4621,9	7.8	48,657	7.2	45,664	3.8	33,018	1.9

－COVID-19檢測	–	–	–	–	21,155	1.8	20,092	1.2

小計	46,219	7.8	48,657	7.2	66,819	5.6	53,110	3.1

總計	596,308	100.0%	677,826	100.0%	1,200,320	100.0%	1,696,740	100.0%

下表概述於往績記錄期間就各檢測類型進行的診斷檢測數目。

	截至12月31日止年度

2018年	2019年	2020年	2021年

千次

診斷外包服務

－感染病診斷檢測	1,363.5	1,411.4	7,659.1	32,987.9

 －COVID-19檢測	–	–	6,202.0	31,466.3

－病理檢測	1,353.5	1,267.1	1,135.5	1,166.8

－遺傳病診斷檢測	1,090.1	1,031.1	903.8	847.7

－常規診斷檢測	3,984.0	3,101.2	2,563.8	2,480.2

小計	7,791.0	6,810.8	12,262.2	37,482.5


	截至12月31日止年度

2018年	2019年	2020年	2021年

千次

為醫聯體提供的診斷檢測服務

－感染病診斷檢測	136.7	238.9	1,437.0	13,082.2

 －COVID-19檢測	–	–	1,092.3	12,544.8

－病理檢測	213.7	322.9	500.2	708.1

－遺傳病診斷檢測	216.0	327.5	359.2	472.5

－常規診斷檢測	210.6	384.6	542.3	870.1

小計	777.0	1,273.9	2,838.7	15,132.9

為非醫療機構提供的
診斷檢測服務

－非COVID-19檢測	242.9	166.7	160.4	119.0

－COVID-19檢測	–	–	158.2	461.0

小計	242.9	166.7	318.5	580.0

總計	8,810.9	8,251.4	15,419.4	53,195.4

自2020年開始，COVID-19檢測佔我們收益的很大一部分。下表概述於往績記錄期間COVID-19檢測及非COVID-19檢測所產生的收益、毛利及毛利率。

	截至12月31日止年度

2018年	2019年	2020年	2021年

收益	毛利	毛利率	收益	毛利	毛利率	收益	毛利	毛利率	收益	毛利	毛利率

人民幣千元，百分比除外

COVID-19檢測	–	–	–	–	–	–	547,051	347,713	63.6%	985,674	559,969	56.8%

非COVID-19檢測	596,308	240,385	40.3%	677,826	2991,94	44.1%	6532,69	3081,82	47.2%	711,066	3391,68	47.7%

總計╱整體	596,308	240,385	40.3%	677,826	2991,94	44.1%	12,002,30	655,895	54.6%	1,696,740	8991,37	53.0%


按单项计提减值准备

按组合计提减值准备	1,906,837.
35	100.00	 92,752.
38	4.86	 1,814,084.
97	1,910,521.
67	100.00	 102,598.
95	5.37	 1,807,922.
72

其中：

信用风险组合	1,906,837.
35	100.00	 92,752.
38	4.86	 1,814,084.
97	1,910,521.
67	100.00	 102,598.
95	5.37	 1,807,922.
72

合计	1,906,837.
35	100.00	 92,752.
38		1,814,084.
97	1,910,521.
67	100.00	 102,598.
95		1,807,922.
72

按组合计提减值准备：

单位：元

名称	期末余额

	合同资产	减值准备	计提比例（%）

智能建设项目	1,906,837.35	92,752.38	4.86

合计	1,906,837.35	92,752.38	4.86

# （2）本期合同资产计提减值准备情况

单位：元

项目	本期计提	本期转回	本期转销/核销	原因

智能项目		9,846.57

合计		9,846.57		--

# 9、一年内到期的非流动资产

单位：元

项目	期末余额	期初余额

一年内到期的长期应收款	196,410,819.65

一年内到期的贷款及利息	299,999,515.56

合计	496,410,335.21

其他说明：

一年内到期的长期应收款已计提坏账36,087,696.95元，一年内到期的贷款已计提坏账11,599,485.02元。

# 10、其他流动资产

单位：元

项目	期末余额	期初余额

待抵扣税金	738,521,722.95	563,255,944.46


预交税金	6,346,418.83	18,277,911.27

待处理流动资产损益	18,017.82	18,088.51

其他	9,594,007.94

合计	754,480,167.54	581,551,944.24

# 11、发放贷款和垫款

# 按类别列示如下：

单位：元

项目	期末余额	上年年末余额

贷款及垫款本金	2,955,000.00	503,781,789.01

贷款及垫款利息		1,433,595.55

合计	2,955,000.00	505,215,384.56

# 贷款按类别列示如下：

单位：元

借款类别	期末余额

金额	比例(%)	贷款损失准备	净额

正常	3,000,000.00	1.50	45,000.00	2,955,000.00

关注		3.00

次级		30.00

可疑		60.00

损失	271,670,600.00	100.00	271,670,600.00

合计	274,670,600.00		271,715,600.00	2,955,000.00

续上表

单位：元

借款类别	上年年末余额

金额	比例(%)	贷款损失准备	净额

正常	511,453,592.90	1.50	7,671,803.89	503,781,789.01

关注		3.00

次级		30.00

可疑		60.00

损失	272,670,600.00	100.00	272,670,600.00

合计	784,124,192.90		280,342,403.89	503,781,789.01

# 贷款按账龄分析列示如下：

单位：元


Items	Amount for the
current period	 Description

Impairment provision of assets for force majeure such as
natural calamities

Gains or losses from debt restructuring

Restructure expenses, such as the compensation for emlpoyee
relocation and integration cost

Gains or losses from transactions with obvious unfair
transaction price in excess of fair values

Current net gains or losses of the subsidiaries from
enterprise merger under the common control from
the beinning of the period to the merger dgate

Profit or loss arising from contingencies not related to the
Compan’s normal byusiness

Except for effective hedihgng business related to te normal
business of the Company, profits or losses from fair value
changes in held-for-trading financial assets, derivative
financial assets, held-for-trading financial liabilities,
derivative financial liabilities and investment income from
disposal of held-for-trading financial assets, derivative
financial assets, held-for-trading financial liabilities,
derivative financial liabilities and other debt investments

Reversal of the impairment provision for receivables and
contract assets subject to individual impairment test


Items	Amount for the
current period	 Description

Profit or loss from entrusted loans

Profit or loss from fair value changes in investment property
subsequently calculated with the fair value mode

Impacts of one-off adjustment of the current profit or loss
in accordance with requirements of tax and accounting laws
and regulations on the current profit and loss

Custodian income from entrusted management

Other non-operating income and expenses other than the
aforesaid items	504,094.48

Other items of gains or losses subject to the definition of non-
recurring gains or losses

Amount of effect on non-controlling interests (after tax)	-22,337.22

Amount of effect on income tax	-622,109.07

Total	-1,199,268.75


3．盈余公积弥补
亏损

4．设定受益计划
变动额结转留存
收益

5．其他综合收益
结转留存收益

6．其他

（五）专项储备

1．本期提取

2．本期使用

（六）其他

四、本期期末余
额	1,126,430,898.00				1,796,017,234.05		5,232,266.52		117,149,878.81		-163,107,683.83		2,881,722,593.55	10,060,358.38	2,891,782,951.93

上期金额

项目	2020 年年度

归属于母公司所有者权益	少数股东权
益	所有者权益合计

股本	其他权益
工具	资本公积	减：库存股	其他综合收
益	专
项
储
备	盈余公积	一
般
风
险
准
备	未分配利润	其
他	小计

优
先
股	永
续
债	其
他

一、上年期末余
额	1,126,430,898.00				1,870,208,433.72	238,242,934.62	5,232,266.52		110,887,582.01		-341,403,215.40		2,533,113,030.23	7,800,746.34	2,540,913,776.57


 加：会计政
策变更

    前期差
错更正

    同一控
制下企业合并

    其他

二、本年期初余
额	1,126,430,898.00				1,870,208,433.72	238,242,934.62	5,232,266.52		110,887,582.01		-341,403,215.40		2,533,113,030.23	7,800,746.34	2,540,913,776.57

三、本期增减变
动金额（减少以
“－”号填列）					-132,229,526.13	-238,242,934.62			6,262,296.80		163,942,025.56		276,217,730.85	2,234,031.48	278,451,762.33

（一）综合收益
总额											170,204,322.36		170,204,322.36	14,031.48	170,218,353.84

（二）所有者投
入和减少资本					16,738,959.24								16,738,959.24	2,220,000.00	18,958,959.24

1．所有者投入的
普通股														2,220,000.00	2,220,000.00

2．其他权益工具
持有者投入资本

3．股份支付计入
所有者权益的金
额					16,738,959.24								16,738,959.24		16,738,959.24

4．其他

（三）利润分配									6,262,296.80		-6,262,296.80

1．提取盈余公积									6,262,296.80		-6,262,296.80


China, such as the H5N1 avian flu or the human swine flu, also known as Influenza A (H1N1), especially in the cities where we have operations, may result in material disruptions to our property development and our sales and marketing, which in turn may materially and adversely affect our business, financial condition, results of operations and prospects.

# You may experience difficulties in effecting service of process, enforcing foreign judgments or bringing original actions in China against us or our Directors or officers

We are a company incorporated under the laws of the Cayman Islands, but substantially all of our operations and assets are located in China. As a result, it may be difficult or impossible for you to effect service of process upon us. Moreover, China does not have treaties with most other jurisdictions, including Hong Kong, that provide for the reciprocal recognition and enforcement of judicial rulings and awards. As a result, recognition and enforcement in China of thej udgment of a non-PRC court, such as Hong Kong, in relation to any matter not subject to a binding arbitration provision may be difficult or impossible. Furthermore, an original action may be brought in China against us or our Directors or officers only if the actions are not required to be arbitrated by PRC law and upon satisfaction of the conditions for institution of a cause of action pursuant to the PRC Civil Procedure Law. As a result of the conditions set forth in the PRC Civil Procedure Law and the discretion of the PRC courts to determine whether the conditions are satisfied and whether to accept the action for adjudication, there remains uncertainty on whether an investor like you will be able to bring an original action in China in this fashion.

# RISKS RELATING TO THE GLOBAL OFFERING

# There has been no prior public market for our Shares. The market prices and liquidity of our Shares following the Global Offering may be volatile

Prior to the Global Offering, there has been no public market for our Shares. Following the completion of the Global Offering, the Hong Kong Stock Exchange will be the only market on which our Shares are listed. We cannot assure you that an active, liquid public trading market for our Shares will develop upon the present listing on the Hong Kong Stock Exchange. In addition, following the Global Offering our Shares may trade in the public market below the Offer Price. The Offer Price will be determined by agreement among us and the Joint Bookrunners, on behalf of the Underwriters, and the Offer Price may differ significantly from the market price of our Shares following the completion of the Global Offering. If an active trading market for our Shares does not develop or is not sustained after the Global Offering, the market price and liquidity of our Shares could be materially and adversely affected.

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located mainly in China that have listed their securities in Hong Kong, and in particular other property companies, may affect the volatility in the price of and trading volumes for our Shares. Recently, a number of PRC companies have listed their securities, or are in the process of preparing to list their securities, in Hong Kong. Some of the listed companies have experienced significant share price volatility, including significant declines, after their initial public offerings. The trading performances of the securities of these companies at the time of or after their offerings may affect the overall investor sentiment towards companies listed in Hong Kong whose operations are primarily in China, and, consequently, may impact the trading performance of our Shares. These broad market and industry factors may significantly affect the market price and volatility of our Shares, regardless of our actual operating performance.

In addition to market and industry factors, the share price and trading volume for our Shares may be highly volatile for specific business reasons. In particular, factors such as variations in our turnover, earnings and cash flow, or the occurrence or speculation of any of the risks described elsewhere in this “Risk Factors” section, could cause the market price of our Shares to change substantially. Any of these factors may result in large and sudden changes in the price and trading volume of our Shares.

# Future sale of our securities in the public market (or perception or speculation that such sales may occur) could have a material and adverse impact on the prevailing market price of our Shares

The market price of the Offer Shares could decline as a result of future sale of substantial amount of Shares or other securities relating to the Shares in the public market or the issuance of new Shares or other securities, or the perception or speculation that such sales or issuances may occur. Future sale of substantial amounts of our securities, including any future offerings, or the perception that such sales are likely to occur, may also materially and adversely affect our ability to raise capital in the future at a time and at a price we deem to be appropriate.

In addition, the Shares held by our Controlling Shareholders are subject to a lock-up period, details of which are set out in the section headed “Underwriting — The Hong Kong Public Offering — Undertakings under the Hong Kong Underwriting Agreement” of this prospectus. While we are not aware of any intentions of these shareholders to dispose of significant amounts of their Shares after the completion of the lock-up periods, we are not in a position to give any assurances that they will not dispose of any Shares they may own. Future sales of our Shares by our Controlling Shareholders following the completion of the relevant lock-up periods could materially and adversely affect the prevailing market price of our Shares.

# Purchasers of our Shares in the Global Offering may experience dilution if we issue additional Shares in the future

In order to expand our business, we may consider issuing additional Shares in the future. Purchasers of our Shares may experience dilution in the net tangible asset book value per Share of their Shares if we issue additional Shares in the future at a price which is lower than the net tangible asset book value per Share.


\[ \begin{array} { r l } { ( 1 1 ) } & { \displaystyle \int _ { M } \left[ \sum _ { k = 1 } ^ { n } | I I ( e _ { k } , \omega ^ { \sharp } ) | ^ { 2 } + \sum _ { k = 1 } ^ { n } | I I ( e _ { k } , N ) | ^ { 2 } | \omega | ^ { 2 } \right] d M } \\ & { \displaystyle - \int _ { M } \left[ \sum _ { k = 1 } ^ { n } R m ^ { N } ( e _ { k } , \omega ^ { \sharp } , e _ { k } , \omega ^ { \sharp } ) + R i c ^ { N } ( N , N ) | \omega | ^ { 2 } \right] d M < \eta \int _ { M } | \omega | ^ { 2 } d M . } \end{array} \]

Then

\[ \# \{ e i g e n v a l u e s ~ o f ~ t h e ~ J a c o b i ~ o p e r a t o r ~ o f ~ M ^ { n } ~ t h a t ~ a r e < \eta \} \geq \frac { 2 } { d ( d - 1 ) } q . \]

Proof. (Compare [29] Theorem 16 and [30] Theorem 1.1). Let k be the number of eigenvalues of the Jacobi operator (5) of \( M ^ { n } \) that are below \( \eta \). Denote by \( \phi _ { 1 } , \ldots , \phi _ { k } \) the eigenfunctions associated to the k eigenvalues \( \lambda _ { 1 } \le \lambda _ { 2 } \le \lambda _ { 3 } \ldots \leq \lambda _ { k } \) of the Jacobi operator of \( M ^ { n } \) that are strictly smaller than \( \eta \).

Fix some global orthonormal basis \( \{ \theta _ { i j } \} _ { i < j } \) of \( \Lambda ^ { 2 } \mathbb { R } ^ { d } \) and let \( u _ { i j } \, = \)\( \langle N \wedge \omega ^ { \sharp } , \theta _ { i j } \rangle \) be the test functions defined in Proposition 2. The map that assigns to each \( \omega \in \mathcal { V } \) the vector

\[ \left[ \int _ { M } u _ { i j } \phi _ { p } d M \right] , \]

where \( i < j \) range from 1 to d and p ranges from 1 to k, is a linear map from the q dimensional vector space \( \nu \) to a vector space of dimension

\[ { \binom { d } { 2 } } k = { \frac { d ( d - 1 ) } { 2 } } k . \]

Assume, by contradiction, that \( \begin{array} { r } { q > \frac { d ( d - 1 ) } { 2 } k } \end{array} \). Then there would exist \( \omega \) in \( \mathcal { V } \setminus \{ 0 \} \) such that \( \begin{array} { r } { \int _ { M } u _ { i j } \phi _ { p } d M = 0 } \end{array} \) for all \( i < j \) and all p. Thus, as each \( u _ { i j } \) is \( L ^ { 2 } \)-orthogonal to all the first k eigenfunctions \( \phi _ { p } \), from the Courant-Hilbert variational characterization of eigenvalues it follows that

\[ \sum _ { i < j } ^ { d } Q ( u _ { i j } , u _ { i j } ) \ge \lambda _ { k + 1 } \sum _ { i < j } ^ { d } \int _ { M } u _ { i j } ^ { 2 } d M = \lambda _ { k + 1 } \int _ { M } | \omega | ^ { 2 } d M \ge \eta \int _ { M } | \omega | ^ { 2 } d M . \]

In view of Proposition 2, this is a contradiction with the assumption that inequality (11) holds for all \( \omega \) in \( \mathcal { V } \setminus \{ 0 \} \). The result follows.

q.e.d.

Remark 4.1. The same proof of the above proposition also gives more refined information when the two-sided immersion \( M ^ { n } \) arises as the two-sided cover of an one-sided immersed hypersurface in \( N ^ { n + 1 } \) (see sections


2.1 and 2.3). If one moreover assumes that all harmonic one-forms on the subspace \( \nu \) are such that all the corresponding functions \( u _ { i j } \) are odd with respect to the deck transformation of the cover, then one can repeat the argument considering the restriction of the Jacobi operator of \( M ^ { n } \) to the space of odd functions. It then follows that the number of eigenvalues of the one-sided hypersurface covered by \( M ^ { n } \) below the threshold \( \eta \) is bounded from below by 2 \( 2 q / d ( d - 1 ) \).

As a corollary, in the case \( \eta \) = 0 we obtain an estimate on the number of negative values of the Jacobi operator, that is, an index estimate:

Theorem A. Let \( ( \mathcal { N } ^ { n + 1 } , g ) \) be a Riemannian manifold that is iso-metrically embedded in some Euclidean space \( \mathbb { R } ^ { d } \). Let \( M ^ { n } \) be a closed embedded minimal hypersurface of \( ( \mathcal { N } ^ { n + 1 } , g ) \).

Assume that for every non-zero vector field X on \( M ^ { n } \),

\[ \begin{array} { l l } { \displaystyle \int _ { M } \left[ \sum _ { k = 1 } ^ { n } R m ^ { N } ( e _ { k } , X , e _ { k } , X ) + R i c ^ { N } ( N , N ) | X | ^ { 2 } \right] d M } \\ { \displaystyle } & { \displaystyle \qquad \qquad \> \int _ { M } \left[ \sum _ { k = 1 } ^ { n } | I I ( e _ { k } , X ) | ^ { 2 } + \sum _ { k = 1 } ^ { n } | I I ( e _ { k } , N ) | ^ { 2 } | X | ^ { 2 } \right] d M } \end{array} \]

Then

\[ ( 1 2 ) \qquad \qquad \qquad \qquad i n d e x ( M ) \geq \frac { 2 } { d ( d - 1 ) } b _ { 1 } ( M ) . \]

Proof. Assume \( M ^ { n } \) is two-sided. Under the assumption of the corol-lary, the hypothesis of Proposition 3 is automatically satisfied for \( \eta \)= 0 and \( \nu \) the set of all harmonic one-forms on \( M ^ { n } \), whose dimension is \( b _ { 1 } ( M ) \). Inequality (12) follows.

When \( M ^ { n } \) is one-sided, let \( \pi \, = \, \hat { M } ^ { n } \, \rightarrow \, M ^ { n } \, \subset \, \mathcal { N } ^ { n + 1 } \) be its two-sided cover and let V be the set of harmonic one-forms on \( \hat { M } ^ { n } \) that are invariant under the deck transformation \( \tau : \hat { M } ^ { n } \rightarrow \hat { M } ^ { n } \). This space has dimension at least \( b _ { 1 } ( M ) \), as it contains all the forms \( \pi ^ { * } \omega \), where \( \omega \) is harmonic on \( M ^ { n } \)(in fact, \( \pi ^ { * } : H ^ { 1 } ( M ; \mathbb { R } ) \to H ^ { 1 } ( \hat { M } ; \mathbb { R } ) \) is injective). The result follows as a consequence of Proposition 3 (see Remark 4.1) once one checks that, by construction of \( \hat { M } ^ { n } \), for all \( \hat { \omega } \) in V, each function \( \hat { u } _ { i j } = \langle \hat { N } \wedge \omega ^ { \sharp } , \theta _ { i j } \rangle \) satisfy

\[ \hat { u } _ { i j } ( \tau ( x ) ) = \langle \hat { N } ( \tau ( x ) ) \wedge \omega ^ { \sharp } ( \tau ( x ) ) , \theta _ { i j } \rangle = \langle - \hat { N } ( x ) \wedge \omega ^ { \sharp } ( x ) , \theta _ { i j } \rangle = - \hat { u } _ { i j } ( x ) \]

for all x in \( \hat { M } ^ { n } \), i.e, all functions \( u _ { i j } \) are odd with respect to the deck transformation \( \tau \).

q.e.d.


	600098
.SH	广州
发展	0.01	0.21	5.57	7.37	629.91	1.32	46.44	0.36	-84.67

600167
.SH	联美
控股	0.66	16.68	3.33	20.11	30.29	6.04	10.46	4.65	41.92

600396
.SH	金山
股份	-0.03	-1.31	2.42	3.82	-119.7
5	1.58	17.01	-0.56	-136.88

600483
.SH	福能
股份	0.13	1.98	6.56	10.28	79.08	1.57	11.19	1.91	43.45

600509
.SH	天富
能源	0.15	2.79	5.40	7.30	48.67	1.35	10.27	1.36	65.94

600578
.SH	京能
电力	-0.01	-0.23	3.47	4.32	-432.0
0	1.24	23.58	-1.64	-135.99

600642
.SH	申能
股份	0.11	1.97	5.64	6.08	54.77	1.08	86.34	6.47	-14.17

600719
.SH	大连
热电	0.14	7.59	1.94	8.00	56.34	4.12	4.32	0.57	-30.81

600726
.SH	华电
能源	0.13	7.41	1.86	4.45	34.23	2.39	27.88	3.22	-37.21

600744
.SH	华银
电力	-0.10	-4.56	2.22	5.21	-52.10	2.34	19.33	-1.83	-1220.7
5

600780
.SH	通宝
能源	-0.01	-0.20	4.10	5.74	-700.0
0	1.40	11.83	-0.10	-122.10

600795
.SH	国电
电力	0.05	1.97	2.56	3.60	72.00	1.40	147.1
6	13.18	-51.37

600863
.SH	内蒙
华电	-0.03	-1.63	1.74	3.01	-103.7
9	1.73	19.55	-2.27	-2134.0
9

600886
.SH	国投
电力	0.14	3.17	4.36	7.94	57.96	1.82	76.31	18.53	-19.72

600982
.SH	宁波
热电	0.05	1.48	3.29	4.78	98.76	1.45	4.50	0.41	158.86

601991
.SH	大唐
发电	0.05	1.58	3.03	4.87	102.74	1.61	153.1
2	6.06	24.57

水电	000601
.SZ	韶能
股份	0.11	2.88	4.03	6.88	60.09	1.71	8.34	1.29	-25.14

000722
.SZ	湖南
发展	0.06	1.01	5.92	12.23	203.83	2.07	0.65	0.26	-24.77

000791
.SZ	甘肃
电投	-0.14	-2.79	5.00	8.32	-58.80	1.66	2.34	-1.43	27.88

000993
.SZ	闽东
电力	0.00	0.12	4.10	8.57	1785.4
2	2.09	2.08	0.01	-91.30

002039
.SZ	黔源
电力	-0.01	-0.18	6.95	14.06	-1107.
09	2.02	3.11	-0.05	-103.91

600236
.SH	桂冠
电力	0.05	2.34	2.22	5.59	111.80	2.51	18.03	3.71	-54.88

600674	川投	0.18	3.86	4.85	9.59	52.29	1.98	2.13	8.19	-11.38


	.SH	能源

600868
.SH	梅雁
吉祥	0.00	0.00	1.18	4.68	995.74	3.97	0.46	0.09	-62.21

600900
.SH	长江
电力	0.12	2.09	5.96	14.78	120.06	2.48	78.55	27.09	16.67

其他
发电	000591
.SZ	太阳
能	0.05	0.66	3.78	5.55	101.28	1.47	5.68	0.75	123.66

000939
.SZ	凯迪
生态	0.05	0.89	6.09	10.13	202.60	1.66	9.86	1.35	46.74

002015
.SZ	霞客
环保	-0.02	0.00	0.71	8.09	-539.3
3	11.44	0.62	-0.06	-127.07

300569
.SZ	天能
重工	0.39	2.00	10.96	64.35	165.13	5.87	1.69	0.33	-10.85

601016
.SH	节能
风电	0.05	1.55	1.54	3.89	81.04	2.53	4.32	1.17	20.57

601985
.SH	中国
核电	0.08	2.94	2.69	7.76	99.49	2.88	79.67	21.71	18.69

电网	600101
.SH	明星
电力	0.08	1.24	6.18	9.50	125.00	1.54	3.55	0.25	-13.65

600116
.SH	三峡
水利	0.05	1.97	2.52	10.42	212.65	4.14	2.48	0.47	4.43

600131
.SH	岷江
水电	0.01	0.24	2.08	7.31	1462.0
0	3.51	1.56	0.01	-98.17

600310
.SH	桂东
电力	-0.09	-2.98	2.97	6.58	-69.70	2.22	17.38	-0.82	-495.35

600452
.SH	涪陵
电力	0.35	5.96	6.00	43.40	124.00	7.23	4.78	0.55	130.09

600505
.SH	西昌
电力	0.03	1.00	2.86	7.76	274.20	2.72	2.19	0.15	141.64

600644
.SH	乐山
电力	0.06	2.39	2.32	7.29	132.55	3.14	4.86	0.33	-7.26

600969
.SH	郴电
国际	0.06	0.46	12.32	13.62	240.64	1.11	5.85	0.28	29.35

600979
.SH	广安
爱众	0.05	1.41	3.50	5.46	111.20	1.56	4.52	0.47	309.19

600995
.SH	文山
电力	0.20	5.78	3.53	9.06	45.30	2.57	5.86	0.95	11.41

资料来源：长城证券研究所整理


\[ \begin{array} { r l r } { ( 4 . 7 ) } & { \displaystyle \int _ { \sqrt { x _ { 1 } ^ { 2 } + x _ { n } ^ { 2 } } = \delta } \frac { 1 } { 2 } | \nabla u | ^ { 2 } ( \psi \cdot \nu ) | x _ { n } | ^ { 1 - 2 s } - \int _ { \sqrt { x _ { 1 } ^ { 2 } + x _ { n } ^ { 2 } } = \delta } ( \nabla u \cdot \psi ) ( \nabla u \cdot \nu ) | x _ { n } | ^ { 1 - 2 s } } \\ & { \displaystyle } & { \displaystyle + \int _ { B _ { 1 } ^ { \prime } } 2 \chi \operatorname { d i v } \varphi = O ( \delta ) . } \end{array} \]

where \( \nu \) is the unit outer normal to \( \left\{ { \sqrt { x _ { 1 } ^ { 2 } + x _ { n } ^ { 2 } } } = \delta \right\} \). Next we estimate the first two integrals in the LHS of the above equality. Since u is homogeneous of degree s (and depends only on \( x _ { 1 } \) and \( x _ { n } \)), \( \nabla \boldsymbol { u } \cdot \boldsymbol { \nu } = s \boldsymbol { u } \). Thus,

\[ \int _ { \sqrt { x _ { 1 } ^ { 2 } + x _ { n } ^ { 2 } } = \delta } ( \nabla u \cdot \psi ) ( \nabla u \cdot \nu ) | x _ { n } | ^ { 1 - 2 s } = \int _ { \sqrt { x _ { 1 } ^ { 2 } + x _ { n } ^ { 2 } } = \delta } ( \nabla u \cdot \psi ) ( s u ) | x _ { n } | ^ { 1 - 2 s } = O ( \delta ) , \]

where we have used the growth estimate of u around the zero set as well as\|∇u\|\|x−2sn\|12 ∈ L2loc(Rn). To estimate the first integral we use the polar coordinates in \( ( x _ { 1 } , x _ { n } ) \)-plane: \( x _ { 1 } = r \cos ( \theta ) \), \( x _ { n } = r \sin ( \theta ) \). Then on \( \{ { \sqrt { x _ { 1 } ^ { 2 } + x _ { n } ^ { 2 } } } = \delta \} \),

\[ \begin{array} { l } { \displaystyle \frac { 1 } { 2 } | \nabla u | ^ { 2 } ( \psi \cdot \nu ) | x _ { n } | ^ { 1 - 2 s } } \\ { \displaystyle \qquad = \frac { s ^ { 2 } \alpha ^ { 2 } } { 2 \delta } ( \cos ( \theta / 2 ) ) ^ { - 1 + 2 s } ( | \sin ( \theta ) | ) ^ { 1 - 2 s } \left[ \cos ( \theta ) ( \psi \cdot e _ { 1 } ) + \sin ( \theta ) ( \psi \cdot e _ { n } ) \right] } \end{array} \]

Since \( \psi \cdot e _ { n } = 0 \) on \( B _ { 1 } ^ { \prime } \),

\[ \begin{array} { l } { \displaystyle \operatorname* { l i m } _ { \delta \to 0 } \int _ { \sqrt { x _ { 1 } ^ { 2 } + x _ { n } ^ { 2 } } = \delta } \frac { 1 } { 2 } | \nabla u | ^ { 2 } ( \psi \cdot \nu ) | x _ { n } | ^ { 1 - 2 s } d x = \displaystyle \operatorname* { l i m } _ { \delta \to 0 } \int _ { B _ { 1 } ^ { \prime \prime } } \frac { s ^ { 2 } \alpha ^ { 2 } } { 2 \delta } \cdot 2 \delta \times } \\ { \displaystyle \quad \times \int _ { 0 } ^ { \pi } ( \cos ( \theta / 2 ) ) ^ { - 1 + 2 s } ( \sin ( \theta ) ) ^ { 1 - 2 s } ( \cos ( \theta ) ) ^ { 2 } \psi _ { 1 } ( \delta \cos ( \theta ) , x ^ { \prime \prime } , \delta \sin ( \theta ) ) \ d \theta d x ^ { \prime \prime } } \\ { \displaystyle \quad = c _ { 0 } ( s ) \alpha ^ { 2 } \int _ { B _ { 1 } ^ { \prime \prime } } \psi _ { 1 } ( 0 , x ^ { \prime \prime } , 0 ) d x ^ { \prime \prime } , } \end{array} \]

where

\[ \begin{array} { l } { { c _ { 0 } ( s ) = s ^ { 2 } \displaystyle \int _ { 0 } ^ { \pi } ( \cos ( \theta / 2 ) ) ^ { - 1 + 2 s } ( \sin ( \theta ) ) ^ { 1 - 2 s } ( \cos ( \theta ) ) ^ { 2 } d \theta } } \\ { { \displaystyle = s ^ { 2 } 2 ^ { - 1 - 2 s } \frac { \sqrt { \pi } ( 7 + 4 s ( s - 2 ) ) \Gamma ( 1 - s ) } { \Gamma ( \frac { 7 } { 2 } - s ) } . } } \end{array} \]

Combining the above estimates and letting \( \delta \rightarrow \) 0, we have for all \( \varphi \in C _ { c } ^ { \infty } ( B _ { 1 } ^ { \prime } ; \mathbb { R } ^ { n - 1 } ) \)

\[ c _ { 0 } ( s ) \alpha ^ { 2 } \int _ { B _ { 1 } ^ { \prime \prime } } \psi _ { 1 } ( 0 , x ^ { \prime \prime } , 0 ) d x ^ { \prime \prime } + \int _ { B _ { 1 } ^ { \prime } } 2 \chi \, \mathrm { d i v } \, \varphi = 0 \]

Recalling \( \psi _ { 1 } = \varphi _ { 1 } \) on \( B _ { 1 } ^ { \prime } \), we have proved (4.3).

Step 2. We now show that \( \begin{array} { r } { \alpha = \sqrt { \frac { 2 M } { c _ { 0 } ( s ) } } } \end{array} \) and \( \chi = M \chi _ { \{ x _ { 1 } > 0 \} } \)\( \mathcal { H } ^ { n - 1 } \)-a.e. in \( \mathbb { R } ^ { n - 1 } \).

(a) \( \chi \equiv M \) in \( \{ x _ { 1 } > 0 \} \).

In fact, if \( y \in \{ x _ { 1 } > 0 \} \), then \( u ( y ^ { \prime } , 0 ) = \alpha ( y _ { 1 } ) ^ { s } > 0 \). Hence by the uniform Ho¨lder convergence of \( u _ { \varepsilon _ { j } } \) to u, we have \( u _ { \varepsilon _ { i } } \geq \varepsilon _ { j } \) in a neighborhood of \( ( y ^ { \prime } , 0 ) \)


for any \( j \geq j _ { 0 } \) for some \( j _ { 0 } = j _ { 0 } ( \alpha , y _ { 1 } ) \) large enough. Thus for \( j > j _ { 0 } \) and \( ( x ^ { \prime } , 0 ) \) in the neighborhood of \( ( y ^ { \prime } , 0 ) \) we have

\[ \mathcal { B } _ { \varepsilon _ { j } } ( u _ { \varepsilon _ { j } } ) ( x ^ { \prime } ) = \int _ { 0 } ^ { u _ { \varepsilon _ { j } } ( x ^ { \prime } ) / \varepsilon _ { j } } \beta ( s ) d s = M . \]

Letting \( j \rightarrow \infty \) and since \( y ^ { \prime } \) is arbitrary, we get \( \chi \equiv M \) in \( \{ x _ { 1 } > 0 \} \).

(b) \( \chi \equiv \) 0 in \( \{ x _ { 1 } < 0 \} \).

In fact, we can take any \( \varphi \) in (4.3) such that \( \mathrm { s u p p } \, \varphi _ { 1 } \subset \mathbb { R } ^ { n - 1 } \cap \lbrace x _ { 1 } < 0 \rbrace \). Then the LHS of (4.3) will vanish. This implies that \( \chi = c o n s t \) in \( \{ x _ { 1 } < 0 \} \). By Lemma 3.2, \( \chi \equiv M \) or \( \chi \equiv \) 0 in \( \{ x _ { 1 } < 0 \} \). If \( \chi \equiv M \) in \( \{ x _ { 1 } < 0 \} \), then \( \chi \equiv M \) in \( \mathbb { R } ^ { n - 1 } \) by (a). Thus from (4.3) \( \begin{array} { r } { \int _ { \mathbb { R } ^ { n - 2 } } \varphi _ { 1 } ( 0 , x ^ { \prime \prime } ) d x ^ { \prime \prime } \, = \, 0 } \end{array} \) for any compactly supported vector field \( \varphi \), which is a contradiction.

This then implies the claim that \( \chi = M \chi _ { \{ x _ { 1 } > 0 \} } \). Next, applying an integration by parts to the RHS of (4.3) we have

\[ ( 4 . 8 ) \qquad \qquad \, \, c _ { 0 } ( s ) \alpha ^ { 2 } \int _ { B _ { 1 } ^ { \prime \prime } } \varphi _ { 1 } ( 0 , x ^ { \prime \prime } ) d x ^ { \prime \prime } = 2 M \int _ { B _ { 1 } ^ { \prime \prime } } \varphi _ { 1 } ( 0 , x ^ { \prime \prime } ) d x ^ { \prime \prime } . \]

This implies

\[ \alpha = \sqrt { \frac { 2 M } { c _ { 0 } ( s ) } } . \eqno \square \]

We are now ready to prove Theorem 4.1.

Proof of Theorem 4.1. Without loss of generality we assume \( x _ { 0 } \, = \, 0 \) and \( \nu = e _ { 1 } \). We also extend u by the even reflection with respect to \( x _ { n } \).

Consider the rescalings \( u _ { \lambda } \) and \( \chi _ { \lambda } \) at the origin. By Theorem 2.1 given \( \rho > \) 0,\( u _ { \lambda } \) is uniformly bounded in \( C ^ { 0 , s } ( \overline { { B _ { \rho / \lambda } } } ) \). Therefore, there exists a sequence \( \lambda _ { j } \to 0 \),\( u _ { 0 } \in C ^ { 0 , s } ( \mathbb { R } ^ { n } ) \) and \( \chi _ { 0 } \in L ^ { \infty } ( \mathbb { R } ^ { n } ) \) such that \( u _ { \lambda _ { j } } \to u _ { 0 } \) uniformly on compact subsets of \( \mathbb { R } ^ { n } \) and \( \chi _ { \lambda _ { j } } \rightharpoonup _ { \lambda 0 } ^ { * } \) in \( L ^ { \infty } ( \mathbb { R } ^ { n - 1 } ) \).

Now, rescaling (4.1), we see that for every \( R > \) 0,

\[ | \{ u _ { \lambda } ( \cdot , 0 ) > 0 \} \cap \{ x _ { 1 } < 0 \} \cap B _ { R } ^ { \prime } | \to 0 \quad { \mathrm { a s ~ } } \lambda \to 0 , \]

and we deduce that \( u _ { 0 } = 0 \) \( \mathcal { H } ^ { n - 1 } \)-a.e. in \( \{ x _ { 1 } < 0 , x _ { n } = 0 \} \). By continuity, \( \boldsymbol { u } _ { 0 } \) vanishes on all of \( \{ x _ { 1 } \, \leq \, 0 , x _ { n } \, = \, 0 \} \). Besides, we readily have that \( u _ { 0 } \) satisfies \( \mathrm { d i v } ( | x _ { n } | ^ { 1 - 2 s } \nabla u _ { 0 } ) = 0 \) in \( \{ u _ { 0 } > 0 \} \). Thus, we can apply Corollary A.2 in Appendix to obtain an asymptotic development

\[ ( 4 . 9 ) \qquad \qquad \qquad u _ { 0 } ( x ) = \alpha 2 ^ { - s } \left( ( x _ { 1 } ^ { 2 } + x _ { n } ^ { 2 } ) ^ { 1 / 2 } + x _ { 1 } \right) ^ { s } + o ( | x | ^ { s } ) \]

with \( \alpha \geq \) 0. Next, note that by rescaling the nondegeneracy condition (4.2) and passing to the limit, we have

\[ { \frac { 1 } { r ^ { n - 1 } } } \int _ { B _ { r } ^ { \prime } } u _ { 0 } d x ^ { \prime } \geq c \, r ^ { s } , \quad { \mathrm { f o r ~ a n y ~ } } r > 0 , \]

which implies that \( \alpha > \) 0. On the other hand, by Corollary 3.6(iii), \( u _ { 0 } \) is homo-geneous of degree s and hence

\[ u _ { 0 } ( x ) = \alpha 2 ^ { - s } \left( ( x _ { 1 } ^ { 2 } + x _ { n } ^ { 2 } ) ^ { 1 / 2 } + x _ { 1 } \right) ^ { s } . \]


# X. R E L A T E D - P A R T Y R E L A T I O N S H I P S A N D T R A N S A C T I O N S (CONTINUED)

# 4. SIGNIFICANT RELATED TRANSACTIONS WITH THE ABOVE RELATED PARTIES DURING THE YEAR (CONTINUED)

# (5) Other related party transactions (Continued)

# 3) Other related transactions

Name of related party	Content
of related
transactions	Current year	Prior year

Other enterprises controlled by the same
controlling shareholder and ultimate
controlling party	——	93,865,684.00	–

China Merchants Investment Development Co.,
Ltd.	Income from
demolition
and relocation
compensation	93,865,684.00	–

# (6) Related guarantees

# 1) The Group as the guarantor

Financing guarantees:

Guaranteed parties	Guaranteed
balance in the
end of the year	Guaranteed
balance at the
beginning of the
year	Starting date of
the guarantee	Maturity date of
the guarantee	Whether the
guarantee has
been fulfilled

China Merchants Shipping Enterprise
Co., Ltd.	2,345,705,416.00	2,300,000,000.00	2018-6-24	2021-6-24	No

SE Logistics Holding B.V.	1,797,600,000.00	–	2020-12-8	2027-12-7	No

China Assess Investment Limited	1,201,804,800.00	1,279,148,652.00	2017-12-22	2023-12-21	No

China Merchants Shipping Enterprise
Co., Ltd.	801,203,200.00	852,765,768.00	2017-12-22	2023-12-21	No

China Merchants Great Stone Trade
Logistics Co., Ltd.	395,635,884.63	443,928,962.84	2016-5-31	2031-5-30	No

Jiangmen High-tech Port Development
Co., Ltd.	330,729,681.81	187,652,588.56	2018-12-18	2021-12-17	No

Sinotrans Logistics Co., Ltd.	150,000,000.00	–	2020-12-22	2021-10-22	No

China Merchants Logistics Shenzhen
Co., Ltd.	100,000,000.00	–	2020-6-12	2021-6-12	No

Shenzhen Haixing Harbor Development
Co., Ltd.	98,184,899.10	98,340,000.00	2019-7-1	2037-7-1	No


# X. R E L A T E D - P A R T Y R E L A T I O N S H I P S A N D T R A N S A C T I O N S (CONTINUED)

# 4. SIGNIFICANT RELATED TRANSACTIONS WITH THE ABOVE RELATED PARTIES DURING THE YEAR (CONTINUED)

# (6) Related guarantees (Continued)

# 1) The Group as the guarantor (Continued)

Guaranteed parties	Guaranteed
balance in the
end of the year	Guaranteed
balance at the
beginning of the
year	Starting date of
the guarantee	Maturity date of
the guarantee	Whether the
guarantee has
been fulfilled

Sinotrans Logistics Co., Ltd.	50,000,000.00	–	2020-10-16	2021-10-16	No

Sinotrans Sarens Logistics Co., Ltd.	10,882,711.86	14,937,055.48	2016-7-1	2021-6-30	No

Dongguan Port Container Terminals Co.,
Ltd.	8,109,500.00	16,383,681.74	2015-8-27	2023-1-9	No

Sinotrans Shanghai Cold Chain Logistics
Co., Ltd.	–	155,303,811.32	2017-3-29	2032-3-26	Yes

Credit guarantees:

The Group provides guarantees for its subsidiaries from the credits of Finance Company and China Merchants Bank Co., Ltd.. The validity period of the credit is generally 1 year, and the credit line can be used in cycle within the validity period. As at 31 December 2020, the Group provided credit guarantees of RMB2,270,000,000.00 for its subsidiaries.

Operating guarantees:

The Group provides operating guarantees for its subsidiaries, associates and joint venture to operate logistics project, loading and unloading operations, tendering operations, maritime booking agents services, warehousing services and other business activities to trade asset. As at 31 December 2020, the outstanding balance of operating guarantees provided to subsidiaries and joint ventures amounted to RMB19,667,279.10.


对联营、合营企
业投资	192,365,706.52	1,875,000.00	190,490,706.52	184,118,929.97	1,875,000.00	182,243,929.97

合计	1,057,245,610.62	1,875,000.00	1,055,370,610.62	718,534,630.80	1,875,000.00	716,659,630.80

# （1）对子公司投资

单位：元

被投资单位	期初余额(账面价
值)	本期增减变动	期末余额(账面
价值)	减值准备期末
余额

追加投资	减少投资	计提减值准
备	其他

仙药销售公司	34,128,000.00					34,128,000.00

台州仙琚公司	29,504,640.82					29,504,640.82

海盛制药公司	1,500,000.00					1,500,000.00

仙药技术公司	4,500,000.00					4,500,000.00

北京科创公司	30,500,000.00	3,200,000.00				33,700,000.00

仙曜贸易公司	5,000,000.00					5,000,000.00

英德瑞公司	12,452,252.78					12,452,252.78

百安医疗公司	9,600,000.00					9,600,000.00

梓铭基因公司	9,862,000.00	400,000.00				10,262,000.00

卢森堡公司	272,658,856.50	292,365,054.00				565,023,910.50

仙琚医药公司	1,400,000.00					1,400,000.00

能可爱心公司	120,359,100.00	30,450,000.00				150,809,100.00

仙琚香港公司	850,850.73		850,850.73

仙琚萃泽公司	1,400,000.00	2,100,000.00				3,500,000.00

嘉兴医药公司	700,000.00	1,750,000.00				2,450,000.00

科技创新公司		1,050,000.00				1,050,000.00

合计	534,415,700.83	331,315,054.00	850,850.73			864,879,904.10

# （2）对联营、合营企业投资

单位：元

投资单位	期初余额
(账面价
值)	本期增减变动	期末余额
(账面价
值)	减值准备
期末余额

追加投资	减少投资	权益法下
确认的投
资损益	其他综合
收益调整	其他权益
变动	宣告发放
现金股利
或利润	计提减值
准备	其他

一、合营企业

二、联营企业


天台药业
公司	60,603,54
6.52			5,781,186
.85						66,384,73
3.37

阳光生物
公司

上海三合
公司											1,875,000
.00

弘琚贷款
公司	51,211,19
7.96			3,104,401
.07			2,700,000
.00			51,615,59
9.03

君康工贸
公司	3,688,554
.02		3,688,554
.02

智腾医药
公司	4,446,315
.01			1,230,025
.35						5,676,340
.36

斯瑞药业
公司	45,019,85
3.28			983,633.9
1						46,003,48
7.19

江西成琚
公司	6,574,797
.84		6,574,797
.84

聚合金融
公司	10,699,66
5.34			1,108,167
.71			1,100,000
.00			10,707,83
3.05

梓晶生物
公司		19,607,30
0.00	6,002,234
.69	-3,502,35
1.79						10,102,71
3.52

小计	182,243,9
29.97	19,607,30
0.00	16,265,58
6.55	8,705,063
.10			3,800,000
.00			190,490,7
06.52	1,875,000
.00

合计	182,243,9
29.97	19,607,30
0.00	16,265,58
6.55	8,705,063
.10			3,800,000
.00			190,490,7
06.52	1,875,000
.00

# 4、营业收入和营业成本

单位：元

项目	本期发生额	上期发生额

收入	成本	收入	成本

主营业务	2,167,463,174.73	1,133,599,114.12	1,863,576,892.17	952,456,126.81

其他业务	16,594,108.36	7,271,008.20	9,089,620.55	7,198,200.43

合计	2,184,057,283.09	1,140,870,122.32	1,872,666,512.72	959,654,327.24

收入相关信息：

单位：元

合同分类	分部 1	分部 2		合计

商品类型	2,167,463,174.73			2,167,463,174.73

其中：


This glossary of technical terms contains explanations of certain technical terms used in this prospectus in connection with our Group and our business. As such, these terms and their meanings may not correspond to standard industry meanings or usage of these terms.

“elementary schools” or
“primary schools”	schools that provide education for students in hgrade one throu
ggrade six

“first-tier universities”	 the first batch of universities that enroll students after the National
Hihger Education Entrance Exam. Except for students with
specialties in arts and sports, among other things, the basic
admission requirement for the relevant hihg school graduates is
that they achieved certain level of hihg scores in the National
HihEdger ucation Entrance Exam as designated by the relevant
PRC provincial education authorities, and they choose such
universities for their college entrance alippcation. Generally, these
universities have stronger comprehensive strengths, such as school
facilities, academic resources and scientific research capabilities,
among other things, and frequently gain special support from the
PRC central and local government

“hihhlg scoos”	 schools that provide education for students in grade 10 throuh
ggrade 12

“Integrated Area”	 also known as the Beijing, Tianjin and Hebei Province Integrated
Area. The concept of this area was created pursuant to a national
strateic inigtiative to ’promote the reiigons economc development

“junior college education”	 a three-year ldpost-hihg schoo egree-igrantng education upon
comlifpeton o which, a junior college degree will be granted.
Junior college students may continue their education by enrolling
in a two-year program and transferring some or all of the credit
earned at thej unior college toward the degree requirements of the
formal undergraduate degree

“middle schools”	 schools that provide education for students in grade seven throuh
ggrade nine

“National HihEdger ucation
Entrance Exam” or “Gaokao”	a national academic examination held annually in the PRC, which
is a prerequisite for entrance into almost all hihger educational
institutions at the undergraduate level in the PRC

“National HihEdger ucation
Entrance Exam for Adults”	a national academic examination for adults held annually in the
PRC. Upon achieving required grades in this examination and
comlpetion of required courses within specified period after the
examination, an adult may alppy for a junior college or
undergraduate dilpoma


“one-child policy”	 China’s population control policy imlemented by the Populatipon
and Family Planning Law of the PRC, according to which a family
can have only one child, with certain exceptions. The one-child
policy was relaced by the two-child policy imlemented in 2016pp

“preschools”	 educational establishments offering early childhood education to
children prior to the commencement of compulsory education

“private schools”	 schools which are not administered by local, provincial or national
governments

“public schools”	 schools administered by local, provincial or national education
authorities

“school sponsor”	 the individual(s) or entity(ies) that funds or holds interests in an
educational institution

“school year”	 the school year for all of our schools, which generally starts on
September 1 of each calendar year and ends on June 30 of the next
calendar year

“secondary education”	 normallldy takes fpace ater lprimary eucation and may be folowed
by hihger education, vocational training or emlpoyment

“Tutoring Hour”	 the unit for measuring tutorinig time delivered to students, tcallypy
represents 60 minutes in lengths for secondary school students and
40 minutes in lengths for primary school students

“two-child policy”	 China’s population control policy imlpemented in 2016 by the
Decision of the Central Committee of the Communist Party of
China and the State Council on Imlpementing the Universal
Two-Child Policy and Reforming and Improving the Management
of Family Planning Services 《中共中央、國務院關於實施全面兩
孩政策改革完善計劃生育服務管理的決定》, according to which a
family is allowed to have up to two children

“Zhonkgao”	 also known as the Senior HihSg chool Entrance Examination, the
academic examination held annually in the PRC to distinguish
junior hihg school students


# 15. INVESTMENT PROPERTIES — Continued

# Information about fair value measurements using significant unobservable inputs — Continued

Description	Fair value
as at
December 31,
2017
RMB’000	Valuation techniques	Unobservable inputs	Range (weihdgte average)	Relationship of
unobservable
inputs to fair value

(2) Investment properties under construction — fair values determined by Colliers — continued

Chonidigqng Concor Cty — continued

Office	1,561,222	Residual approach	(i)   Selling price, taking into account
the differences in building age
and frontage between the
comparables and the property	RMB29,162 per square meter	The hihger the selling price,
the hihhger te fair value.

			(ii)   Expected developer profit	30%	The hihger the exdpecte
developer profit, the
lower the fair value.

			(iii) Construction cost	RMB9,000 per square meter	The hihger the cost, the
lower the fair value.

			(iv) Discount rate	5%	The hihdiger the scount
rate, the lower the fair
value.

			(v)   Rate of finance cost	5%	The hihger the rate of
finance cost, the lower
the fair value.


# 15. INVESTMENT PROPERTIES — Continued

# Information about fair value measurements using significant unobservable inputs — Continued

Description	Fair value
as at
December 31,
2017	Valuation techniques	Unobservable inputs	Range (weihdgte average)	Relationship of
unobservable
inputs to fair value

	RMB’000

(2) Investment properties under construction — fair values determined by Colliers — continued

Chonigqng International Commerce Centre

Retail	3,834,165	Residual approach	(i) Gross caiiptalsation rate, taking
into account the caiptalisation of
rental income potential, nature
of the property and prevailing
market conditions	7%	The hihger the gross
cailiptasation rate, the
lower the fair value.

			(ii) Market rent, taking into account
the differences in location, and
individual factors, such as
frontage and building age,
between the comparables and
the property	RMB461 per square meter
per month	The hihger the market rent,
the hihhger te fair value.

			(iii) Expected occupancy rate	60%–85%	The hihger the exdpecte
occupancy rates, the
hihhger te fair value.

			(iv) Expected developer profit	30%	The hihger the exdpecte
developer profit, the
lower the fair value.

			(v) Discount rate	10%	The hihdiger the scount
rate, the lower the fair
value.

			(vi) Construction cost	RMB5,614 per square meter	The hihger the cost, the
lower the fair value.

			(vii) Rate of finance cost	5%	The hihger the rate of
finance cost, the lower
the fair value.

			(viii) Rental growth rate	6%	The hihger the rental
growth rate, the hihger
the fair value.


Colocation Business, of the \$91 million increase in depreciation expense on these real estate assets, \$44 million is not expected to recur in future periods.

Amortization expense increased by \$1 million, or less than 1%, for the year ended December 31, 2017 as compared to the year ended December 31, 2016 and decreased by \$128 million, or 9%, for the year ended December 31, 2016 as compared to the year ended December 31, 2015. The increase in amortization expense for the year ended December 31, 2017 was primarily attributable to the inclusion of \$139 million in post-acquisition Legacy Level 3 amortization expense in our consolidated amortization expense. Legacy CenturyLink’s amortization expense was lower for both periods primarily due to the use of accelerated amortization for a portion of our customer relationship assets and our entry into an agreement to sell our data centers and colocation business. The effect of using an accelerated amortization method results in an incremental decline in expense each period as the intangible assets amortize. We ceased amortizing the intangible assets of our colocation business when we entered into the agreement to sell that business. Absent the sale, we estimate that we would have recorded additional amortization expense of \$13 million from January 1, 2017 through May 1, 2017, related to the conveyed intangible assets. In addition, amortization of capitalized software was lower in both periods due to software becoming fully amortized faster than new software was acquired or developed.

# Other Consolidated Results

The following tables summarize our total other expense, net and income tax (benefit) expense:

	Years Ended
December 31,	Increase/
(Decrease)	%
Change

2017	2016

(Dollars in millions)

Interest expense ..............................................	$(1,481)	(1,318)	163	 12 %

Other income, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12	5	7	 140 %

Total other expense, net ........................................	$(1,469)	(1,313)	156	 12 %

Income tax (benefit) expense ....................................	 $ (849)	394	(1,243)	 nm

	Years Ended
December 31,	Increase/
(Decrease)	%
Change

2016	2015

(Dollars in millions)

Interest expense ..............................................	$(1,318)	(1,312)	6	 — %

Other income, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5	49	(44)	(90)%

Total other expense, net ........................................	$(1,313)	(1,263)	50	 4 %

Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	 $   394	438	(44)	(10)%

nm - Percentages greater than 200% and comparisons between positive and negative values or to/from zero values are considered not meaningful.

# Interest Expense

Interest expense increased by \$163 million, or 12%, for the year ended December 31, 2017 as compared to the year ended December 31, 2016. The increase in interest expense was primarily due to (i) the issuance of\$7.945 billion of term loans in 2017 for the purpose of providing funding for the Level 3 acquisition, (ii) the assumption of Level 3’s debt upon the consummation of the acquisition of Level 3, which accounted for\$80 million in post-acquisition interest expense and (iii) the recognition of imputed interest expense resulting from the failed-sale-leaseback as further described in Note 3—Sale of Data Centers and Colocation Business. Interest expense increased by \$6 million, or less than 1%, for the year ended December 31, 2016 as compared to the year ended December 31, 2015. The increase in interest expense was substantially due to a reduction in the