We have not experienced any material incidents of fraud or errors/defects in data and technology during the Track Record Period and up to the Latest Practicable Date, however, we cannot rule out the possibility that our risk management procedures fail to detect, identify and address these operational risks due to inaccurate information, system errors or fraudulent activities in the future, which may materially and adversely affect our financial condition, results of operations and growth prospects.

Our business processes a large amount of supply chain data, and the improper collection, hosting, use or disclosure of such data could harm our reputation and have a material adverse effect on our business and prospects.

Our business processes massive volumes of supply chain data, such as data relating to the underlying supply chain transactions and assets. In limited circumstances, our business also involves the collection, retention, transmission, and processing of personal information, such as the identification information and phone numbers of owners and authorized personnel of suppliers that they submit to AMS Cloud. This makes us an attractive target of, and potentially vulnerable to, cyber-attacks, computer viruses, physical or electronic break-ins or similar disruptions.

We face certain challenges and risks inherent to handling and protecting a large volume of data, including confidential, sensitive data and information, including but not limited to:

• protecting the data in and hosted on our system, including against attacks on our system by outside parties, data leakage or fraudulent behavior or improper use by our employees or our customers and partners;

• addressing concerns, challenges, negative publicity and litigations related to data security and privacy, collection, use and actual or perceived sharing (including sharing among our own businesses, with our customers and partners or competent regulatory authorities), safety, security and other factors that may arise from our existing businesses or new businesses and technology, such as new forms of data; and

• complying with applicable laws and regulations relating to the collection, use, storage, transfer, disclosure and security of data, including requests from data subjects and compliance requirements in accordance with applicable laws and regulations.

These challenges are heightened as we expand our business intoj urisdictions with different legal and regulatory regimes. The improper collection, use or disclosure of supply chain data could result in a loss of customers and partners, loss of confidence or trust in our technology solutions, litigations, regulatory investigations, penalties or actions against us, significant damage to our reputation, any of which could in turn have a material adverse impact on our business, financial condition, results of operations and prospects. Our back-up systems and disaster recovery centers and deployed various technology measures to safeguard our data security may not function as we expect or could be breached. Because the technologies and mechanisms used to sabotage or obtain unauthorized access to systems change frequently and generally are not recognizable until they are launched against a target, we may be unable to anticipate for, or to implement adequate preventative measures against, such technologies and mechanisms. Any accidental or willful security breaches or other unauthorized access could cause confidential information to be stolen and used for improper or criminal purposes. Moreover, if we fail to implement adequate encryption of data transmitted through the networks of the telecommunications and Internet operators we rely upon, there is a risk that telecommunications and Internet operators or their business partners may misappropriate the data. Security breaches or unauthorized access to confidential information could also expose


us to liabilities related to the loss of the information, time-consuming and expensive litigations and other regulatory and legal proceedings, as well as negative publicity. If security measures are breached because of third party action, employee error, malfeasance or other similar factors, or if design flaws in our technology infrastructure are exposed and exploited, our relationships with our customers and partners could be severely damaged and we could incur significant liabilities or subject to legal or regulatory actions that may materially and adversely affect our business, financial condition, results of operations and prospects. In addition, concerns about our practices with regard to security of confidential information or other privacy-related matters, such as cybersecurity breaches, misuse of personal data and data sharing without necessary safeguards, even if unfounded, could damage our reputation and operating results. During the Track Record Period and up to the Latest Practicable Date, we have not experienced any material incidents of cyberattacks or data security breaches. However, if any of the foregoing risks materializes, our business, financial condition, results of operations and prospects may be materially and adversely affected.

# The successful operation of our business depends upon the performance, reliability and security of the Internet infrastructure in China and other countries and regions in which we operate.

Our business depends on the performance, reliability and security of the telecommunications and Internet infrastructure in China and other countries and regions in which we operate. Substantially all of our computer hardware and a majority of our online services are currently located in China. Almost all access to the Internet in China is maintained through state-owned telecommunications operators under the administrative control and regulatory supervision of the MIIT. In addition, the national networks in China are connected to the Internet through state-owned international gateways, which are the only channels through which a domestic user can connect to the Internet outside of China. We may face similar or other limitations in other countries and regions in which we operate. We may not have access to alternative networks in the event of disruptions, failures or other problems with the Internet infrastructure in China or elsewhere. In addition, the Internet infrastructure in the countries and regions in which we operate may not support the demands associated with continued growth in Internet usage.

The failure of telecommunications network operators to provide us with the requisite bandwidth could also interfere with the speed and availability of our websites and mobile applications. We have no control over the costs of the services provided by the telecommunications operators. If the prices that we pay for telecommunications and Internet services rise significantly, our margins could be adversely affected. In addition, if Internet access fees or other charges to Internet users increase, our user base may decrease, which in turn may significantly decrease our revenues.

# The development of blockchain technology is in its early stage. Adverse development in blockchain technology or new regulations or policies governing blockchain technology could adversely affect our business and results of operations.

Blockchain technology is widely deployed in a number of our solutions, such as our Multi-tier AR Transfer Cloud, eChain Cloud, ABS Cloud and Cross-border Cloud. For instance, we utilize blockchain infrastructure to build Multi-tier AR Transfer Cloud that creates immutable and traceable digital representation of suppliers’ accounts receivable due from anchor enterprises that suppliers can use for payment and financing purposes. For a detailed discussion of our application of blockchain technology, see the section headed “Business – Our Technology – Proprietary Technology Stacks – Blockchain” of this prospectus.


Senior management, executives and staff who, because of their offices in the Company are likely to possess inside information, have also been requested to comply with the Model Code for securities transactions. No incident of non-compliance with the Model Code by such employees was noted by the Company during the year ended 31 December 2020.

# Publication of the Annual Results and 2020 Annual Report

This annual results announcement is published on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.feiyuhk.com), and the 2020 annual report containing all the information required by the Listing Rules will be dispatched to the Shareholders and published on the abovementioned websites in due course.

# APPRECIATION

The Board would like to express its sincere gratitude to the shareholders, management team, employees, business partners and customers of the Group for their continued support and contribution.

# GLOSSARY

“ARPPU”	average revenue dbiiiper idpayng user, calculate dy vng
monthly average revenue from the sale of virtual items and
premium features during a certain period by the number of
average MPUs during the same period

“Audit Committee”	 the audit committee of the Board

 “Board”	 the board of Directors

“Cayman Islands”	 the Cayman Islands

“CG Code”	 Corporate Governance Code as set out in Appendix 14 to the
Listing Rules

“Chairman”	 the chairman of the Board

“Chief Executive Officer”	 the chief executive officer of the Company

“China” or “PRC” or
“Mainland China”	the Peol’lpes Rebidpuc of China excluing, for the purpose of
this announcement, the Hong Kong Special Administrative
Reigon of the Peol’RCipes ebihilpulc of na, the Macau Speca
Administrative Reigon of the Peolblipe’s Refpuc o China
and Taiwan

“Company” or “Feiyu”	 Feiyu Technology International Company Ltd., an exempted
company incorporated in the Cayman Islands with limited
liability on 6 March 2014


“Director(s)”	 director(s) of the Company

“Global Offering”	 the offer of 30,000,000 Shares for subscription by the public
in Hong Kong pursuant to the Hong Kong Public Offering
and the offer of 270,000,000 Shares for subscription by
institutional, professional, corporate and other investors
pursuant to the International Offering (as respectively
defined in the Prospectus)

“Group” or “the Group”	 the Company, its subsidiaries and the PRC Operating Entities

“HK$” or “Hong Kong dollars”
 or“HKD”	Hong Kong dollars and cents respectively, the lawful
currency of Hong Kong

“Hong Kong” or “HK”	 the Hong Kong Special Administrative Reigon of the
Peol’hpes ReliCpubc of ina

“IAS(s)”	 International Accounting Standards

“IASB”	 International Accounting Standard Board

“IFRS(s)”	International Financial Reporting Standards, amendments
and interpretations issued by the IASB

“IP(s)”	 Intellectual Property(ies)

“Kailuo Tianxia”	Beijing Kailuo Tianxia Technology Co., Ltd. (“北京凱羅天
下科技有限公司”), a limited liability company established
in the PRC and an indirect wholly owned subsidiary of the
Company

“Listing”	 the listing of the Shares on the Main Board of the Stock
Exchange

“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)

“MAUs”	monthly active users, which is the number of lpahyers wo
logged into a particular game in the relevant calendar
month. Under this metric, a lpayer who logged into two
different games in the same month is counted as two MAUs.
Similarly, a layer who lhpays te same game on two diffperent
lipubshing lfpatorms in a month would be counted as two
MAUs. Average MAUs for a particular period is the average
of the MAUs in each month during that period


(vi) a general unconditional mandate (the “Repurchase Mandate”) was given to the Directors to exercise all powers of our Company to purchase Shares on the Stock Exchange or on any other stock exchange on which the securities of the Company may be listed and recognised by the SFC and the Stock Exchange for this purpose with an aggregate nominal amount of not exceeding 10% of the aggregate nominal amount of our share capital in issue immediately following the completion of the Global Offering and the Capitalisation Issue but excluding any Shares which may be issued pursuant to the exercise of the Over-allotment Option until the conclusion of our next annual general meeting, or the date by which our next annual general meeting is required by the Articles of Association, the Companies Law or any other applicable law to be held, or the passing of an ordinary resolution by the Shareholders in general meeting revoking or varying the authority given to the Directors, whichever occurs first; and

(vii) the extension of the general mandate to allot, issue and deal with Shares to include the nominal amount of Shares which may be purchased or repurchased pursuant to paragraph (vi) above.

(d) the form and substance of each of the service agreements made between our executive Directors and our Company, the form and substance of each of the appointment letters made between each of our independent non-executive Directors with our Company and the form and substance of each of the employment contracts made between our Group and each of Mr. Michael Tung, Mr. Lo, Mr. Hou and Mr. Ricky Tung were approved.

# 5. Reorganisation

The companies comprising our Group underwent a reorganisation to rationalise our Group’s structure in preparation for the listing of the Shares on the Stock Exchange, which involved the following:

(a) on 21 September 2011, our Company was incorporated by Red Glory in the Cayman Islands under the Companies Law as an exempted company with an authorised share capital of HK\$350,000 divided into 3,500,000 Shares. Upon its incorporation, one Share was allotted and issued for cash at par to the subscriber, which was transferred to Red Glory on the same day;

(b) on 21 September 2011, Immense Ocean was incorporated in the BVI with limited liability with 50,000 authorised shares of US\$1.00 each. On 14 October 2011, one share of US\$1.00 was allotted and issued as fully paid at par by Immense Ocean to our Company, and Immense Ocean became our wholly-owned subsidiary since then;

(c) on 1 June 2011, Win Source was incorporated in Hong Kong with limited liability with 10,000 authorised shares of HK\$1.00 each. Upon its incorporation, one subscriber’s share was allotted and issued to Ready-Made Company Limited for


cash at par of HK\$1. On 20 June 2011, Ready-Made Company Limited transferred its one subscriber share in Win Source to Mr. Michael Tung for cash at the consideration of HK\$1. On 29 November 2011, Mr. Michael Tung transferred its one share in Win Source to Immense Ocean for cash at a consideration of HK\$1 and Win Source has become a wholly-owned subsidiary of Immense Ocean since then;

(d) Several subsidiaries of our Company entered into a series of trademark transfer assignments in 2011 to acquire our Tian Wang, Balco and other trademarks relevant to our operation from an Independent Third-Party and certain other companies in which our Controlling Shareholders have interest. Details of such trademark transfer assignment are described in paragraphs (c) to (n) of the section headed “Further Information About The Business of Our Company – 10. Summary of material contracts” in this section;

(e) on 1 June 2012, WMP and Win Source entered into a business transfer agreement, pursuant to which to Win Source acquired from WMP all the assets, rights and interests relating to our watch movement trading business, in particular comprising all fixed and moveable assets and property, cash and cash equivalent, contracts, accounts payable and receivables, goodwill, insurance policies, intellectual property rights, inventories, books and records, but excluding WMP’s equity interest in its subsidiaries and property interest in an office and warehouse situated in Tsuen Wan, Hong Kong (the “Business Assets”) at an aggregate consideration of HK\$49,999.90, which was settled by our Company allotting and issuing to Red Glory (at the direction of WMP) 499,999 Shares, credited as fully paid. Such acquisition was completed on 1 June 2012;

(f) on 1 June 2012, WMP and our Company entered into a share purchase agreement, pursuant to which Immense Ocean (at the direction of our Company) acquired from WMP the entire issued share capital of Win Sun, Gold Joy, Sky Sun, Gold Reach and Top World at an aggregate consideration of HK\$614,273,655, representing their then aggregate net book value. Such consideration was settled by our Company allotting and issuing, credited as fully paid, to Red Glory (at the direction of WMP) an aggregate of 500,000 Shares; and

(g) on 24 September 2012, Shenzhen Time Watch Management Consulting was established as a wholly-owned subsidiary of Tian Wang Shenzhen under the laws of the PRC with a registered capital of RMB6 million. Shenzhen Time Watch Management Consulting is principally engaged in sales and promotion of watches and related parts, brand marketing, administration and human resources management of our sales staff in the PRC.

Upon completion of the Reorganisation, our Company became the holding company of our Group.


Fig. 7. Top panel: the 2 keV-emission \( r _ { p e a k } \) (\( r _ { 9 0 } \)) as a function of \( \mu \) is represented in black (gray). The green shaded area qualitatively shows the inner radii, where the bulk of X-ray emission is supposed to come from according to X-ray reverberation and micro-lensing. For increas-ing \( \mu \), the X-ray emission profile peaks at larger radii. Middle panel: for increasing \( \mu \) the models obtain a slope of the \( L _ { X } - L _ { U V } \) closer to the observed one. The dark-green area represents the reference slope of the cleanest XXM-XXL (Appendix B), while the light-green refers to the slope quoted in LR17. Bottom panel: intrinsic scatter of the mock \( L _ { X } - L _ { U V } \) relations as a function of \( \mu . \). The green area represents a ten-tative upper limit of the true scatter (Lusso & Risaliti 2016; Chiaraluce et al. 2018), that is only due to the physical properties of AGN. For simplicity, all panels show only the results obtained with a single \( f _ { m a x } \), corresponding to the highest \( r ^ { 2 } \)-score (e.g., Fig. 6), and fixed \( \alpha _ { 0 } = 0 . 0 2 \).

0.5 and 1, respectively4:

\[ \begin{array} { l l r } { \log < f > \ = \log f _ { m a x } } \\ { \log < f > \ = \left( - 1 . 1 2 \pm 0 . 2 4 \right) \ - \left( 0 . 1 5 \pm 0 . 0 2 \right) \, \log \dot { m } } \\ { \ } & { \qquad \qquad + \ ( 0 . 0 5 \pm 0 . 0 3 ) \, \log m } \\ { \log < f > \ = \left( - 1 . 8 2 \pm 0 . 3 6 \right) \, - \left( 0 . 2 7 \pm 0 . 0 3 \right) \, \log \dot { m } } \\ { \ } & { \qquad \qquad + \ ( 0 . 0 7 \pm 0 . 0 4 ) \, \log m } & { ( 1 4 ) } \end{array} \]

where the steepest dependency from m˙ is obtained for larger \( \mu \).

This test points in the same direction as the evidence of an X-ray bolometric correction increasing with the accretion rate (e.g. Wang et al. 2004; Vasudevan & Fabian 2007, 2009; Lusso et al. 2010; Young et al. 2010), although we refrain to compare this observable with our regressions (e.g. Wang et al. 2004; Cao 2009; Liu & Liu 2009; You et al. 2012; Liu et al. 2012, 2016a), due to the many more uncertainties in play when deriving bolo-metric luminosities in comparison to the quantities entering in the \( L _ { X } - L _ { U V } \) (see the discussion in Section 4.2).

# 5.3. The scatter of the \( L _ { X } - L _ { U V } \)

The observed scatter of the \( L _ { X } - L _ { U V } \) for the sample used in this work is \( \sigma _ { i n t r } \, = \, 0 . 2 7 \pm 0 . 0 1 \) (Section 4.1). As a matter of fact, this value represents an upper limit to the intrinsic disper-sion inherent to the physics of the system, as the observed scat-ter is aected by a combination of instrumental and calibration issues, UV and X-ray variability, non-simultaneity of the multi-wavelength observations. A lot of eort has been put into trying to quantify as accurately as possible all these contaminants (e.g. Vagnetti et al. 2013; Lusso 2018, and references therein), with claims that the intrinsic scatter in the \( L x \)-\( L _ { I I V } \) relation is smaller than \( \lesssim \, 0 . 1 8 \mathrm { ~ - ~ } \) 0.20 (Lusso & Risaliti 2016; Chiaraluce et al. 2018). Any successful model should be able to reproduce such a low scatter.

From the examples of mock \( L _ { X } - L _ { U V } \) relations plotted in Fig. 5, it can already be seen that our models come with their one intrinsic scatter. In our methodology (Section 4.2), the modeled \( \dot { m } \) was tuned to the observed \( L _ { 3 0 0 0 \mathring \mathrm { A } } \), hence the intrinsic scatter of the mock \( L _ { X } - L _ { U V } \) relations is simply the dispersion of the modeled \( L _ { 2 k e V } \), at a given m˙, due to dierent m and \( \Gamma \). We show this more quantitatively in the bottom panel of Fig. 7. The mod-els dispersion varies with \( \mu \) because changing the viscosity law induces a dierent logarithmic scatter in f(r) (see Fig. 1) and it also aects the distance (in gravitational radii) from which the bulk of the \( L _ { 2 k e V } \) is coming (see top panel of Fig. 7). The result-ing \( \sigma _ { i n t r } \) of the models is likely a complex combination of these (and possible more) factors. All the models, with the exception of \( \mu \)= 0, lie below the available observational constraints (Lusso& Risaliti 2016; Chiaraluce et al. 2018) of \( \lesssim 0 . 1 8 - \) 0.20. This is another successful prediction of our model (see Section 3).

# 5.4. A complete picture: the slope-normalization plane of the \( L _ { X } - L _ { U V } \)

In the previous Sections, we decomposed the match in either nor-malization or slope to have a better understanding on how our disk-corona models can relate to the observed \( L _ { X } - L _ { U V } \). How-ever, the goal would be to have a model that can fully encompass these observables. Hence, in Fig. 8 we display 1-, 2- and 3-sigma contours in the slope-normalization plane \( { \widehat { ( \beta } } \! - \! { \widehat { \alpha } } ) \) of the \( L _ { X } \! - \! L _ { U V } \) for both data and models. All regressions were performed with emcee normalizing both \( L _ { X } \) and \( L _ { U V } \) to the median value of XMM-XXL. The data contours are related to the cleanest XMM-XXL version (Appendix B) and to the RM-QSO sources5. Model contours are shown for \( \mu \, = \, [ 0 , 0 . 2 , 0 . 4 , 0 . 5 , 0 . 6 , 0 . 8 , 1 ] \) using a

---

4 The distributions of mock \( \dot { m } \) are very similar across the models, with median values (and related 16th and 84th percentiles) of \( 0 . 1 6 _ { 0 . 0 4 } ^ { 0 . 6 9 } \),\( 0 . 1 5 _ { 0 . 0 5 } ^ { 0 . 6 5 } \) and \( 0 . 1 4 _ { 0 . 0 4 } ^ { 0 . 5 9 } \) for \( \mu \) = 0, 0.5 and 1, respectively. The tails include Eddington or even super-Eddington sources. We note that the uncer-tainty on the modeled \( \dot { m } \), propagated through the ones in the observa-tions, is as large as \( \approx \) \( ( 1 \ \kappa ) \) 5 \( 4 \alpha \) x.

5 XMM-XXL luminosities were obtained in L16 including a Balmer continuum component in the fit (refer to Shen & Liu 2012), although for the RM-QSO this component was switched o (Shen et al. 2018). For consistency, a rigid shift of −0.12 dex was applied to the RM-QSO \( L _ { 3 0 0 0 \delta } \) (Shen & Liu 2012) for obtaining the contours displayed in Fig. 8.


A&A proofs: manuscript no. paper\_disc\_corona\_LXvsLUV

Fig. 8. 1-, 2- and 3-sigma contours of the emcee regressions in the slope-normalization \( ( { \widehat { \beta } } - { \widehat { \alpha } } ) \) plane of the \( L _ { X } - L _ { U V } \) for both data and models, normalizing all \( L _ { X } \) and \( L _ { I I V } \) to the corresponding median val-ues of XMM-XXL. Dark green contours are related to the cleanest XMM-XXL sample (Appendix B) and the light green ones to the RM-QSO sources. The contour of the models are color coded for \( \mu \) \( = \)\( [ 0 , 0 . 2 , 0 . 4 , 0 . 5 , 0 . 6 , 0 . 8 , 1 ] \), as shown in the legend. For simplicity, we report for each \( \mu \) only results obtained with a single \( f _ { m a x } \), correspond-ing to the highest \( r ^ { 2 } \)-score, and fixed \( \alpha _ { 0 } = 0 . 0 2 \). Models that reproduce the observed slope \( _ { - } \) are also the ones that show weaker coronae (lower normalization \( \widehat { \alpha } \)).

single \( f _ { m a x } \), corresponding to the highest \( r ^ { 2 } \)-score (e.g., Fig. 6) for each \( \mu \), and a fixed \( \alpha _ { 0 } = 0 . 0 2 \), for simplicity.

Fig. 8 shows that models reproducing the observed slope, namely the ones with higher \( \mu \) (as in middle panel of Fig. 7), are also the ones that show weaker coronae (lower normalization \( \bar { \alpha } \) b) and overly extended \( L _ { 2 k e V } \)-emission (i.e. higher \( r _ { p e a k } \) and \( r _ { 9 0 } \), top panel of Fig. 7).

# 5.5. The 3D plane: \( L _ { X } \) vs \( L r r \) vs m

As shown by LR17, the \( L _ { X } - L _ { U V } \) relation for AGN is rather a three-dimensional problem, with the mass (or its proxy given by the full-width half-maximum of broad emission lines) playing a significant role as well. The observed \( L _ { X } - L _ { U V } - m \) plane from XMM-XXL can be fit by:

\[ \begin{array} { c } { { \log L _ { 2 k e V } - 2 5 = ( - 0 . 9 1 \pm 0 . 1 3 ) + ( 0 . 3 9 \pm 0 . 0 3 ) ( \log L _ { 3 0 0 0 \hat { \mathbf { A } } } - 2 5 ) } } \\ { { + \left( 0 . 2 3 \pm 0 . 0 4 \right) ( \log m - 7 ) } } \\ { { ( 1 5 ) } } \end{array} \]

and the mock \( L _ { X } - L _ { U V } - m \) from models with \( \mu \)= 0, 0.5 and 1, respectively:

\[ \begin{array} { c } { { \log L _ { 2 k e V } - 2 5 = ( - 3 . 4 9 \pm 0 . 1 5 ) + ( 1 . 0 8 \pm 0 . 0 3 ) ( \log L _ { 3 0 0 0 \AA } - 2 5 ) } } \\ { { - \, ( 0 . 2 7 \pm 0 . 0 3 ) ( \log m - 7 ) } } \\ { { { } } } \\ { { \log L _ { 2 k e V } - 2 5 = ( - 2 . 4 1 \pm 0 . 1 5 ) + ( 0 . 7 3 \pm 0 . 0 1 ) ( \log L _ { 3 0 0 0 \AA } - 2 5 ) } } \\ { { + \, ( 0 . 0 1 3 \pm 0 . 0 0 4 ) ( \log m - 7 ) } } \\ { { { } } } \\ { { \log L _ { 2 k e V } - 2 5 = ( - 2 . 2 8 \pm 0 . 0 8 ) + ( 0 . 5 7 \pm 0 . 0 2 ) ( \log L _ { 3 0 0 0 \AA } - 2 5 ) } } \\ { { { } } } \\ { { + \, ( 0 . 1 4 \pm 0 . 0 2 ) ( \log m - 7 ) } } \end{array} \]

Fig. 9. Same as Fig. 8, with the addition of empty contours for \( \mu \)=0.4, 0.5 and 0.6 (color coded in the legend) obtained with maximally spinning black holes (i.e. with \( \epsilon _ { 0 } = 0 . 3 \) and \( r _ { 0 } \, = \, 1 . 2 4 r _ { g } \). The dashed lines connect them to the non-spinning analogous realizations. Dark-red density spots represent the location of the center of dierent contours of the standard \( \mu \) = 0.5 case, in which the only dierence is the adoption of \( \eta \) (downward scattering component) varying among 0.4, 0.5 and 0.6, going from higher to lower \( \widehat { \alpha } \), respectively.

The comparison in the 3D plane states that the exact dependency is not obtained by any of the models, with \( \mu \) = 1 being the clos-est in qualitatively retrieving the coecients for \( L _ { 3 0 0 0 \mathring { \mathrm { A } } } \) and m. We note that the mass is taken from the observations, thus this mismatch states that the luminosities in the model do not depend on the mass in the correct way.

# 5.6. The impact of the accretion efficiency

Throughout this work we adopted an eciency \( \epsilon _ { 0 } = 0 . 0 5 7 \), typ-ical of non-rotating black holes (e.g. Shapiro 2005), for sim-plicity. Nonetheless, a high spin seems to be preferred to model the blurred relativistic iron line, detected both in the local Uni-verse (Nandra et al. 2007; Reynolds 2013) and up to \( z \sim \) 4 (e.g. Baronchelli et al. 2018). Moreover, flux-limited samples are known to be biased in preferentially detecting high-spinning black holes (Brenneman et al. 2011; Vasudevan et al. 2016), sim-ply because they are brighter than their non-rotating analogous (see Reynolds 2019).

Then, we tested the model using maximally-spinning black holes, with radiative eciency 0.3 and ISCO down to \( r _ { 0 } = \)\( 1 . 2 4 r _ { g } \)(Thorne 1974). This has a major impact on the normal-ization axis of the \( L _ { X } - L _ { U V } . \). Everything else in the source being equal, in a spinning black hole matter can be accreted down to smaller distances with respect to their non-rotating companions, thus the accretion power in the system is much higher. As a mat-ter of fact, changing the radiative eciency has an impact on the numerical equation that regulates f(r): for the same m and \( \dot { m } \) and \( r > \) 3 the values of f is higher, and the transition radius between \( P _ { r a d } - \) and \( P _ { g a s } \)-dominated regions moves at lower radii. This self-consistently aects the disk equations via the \( ( 1 - \tilde { f } ) \) factor (see Appendix A), hence the surface temperature is de-creased at higher radii, where most of the disk emission at 3000Åcomes from. Then, the modeled \( \dot { m } \) value needed to match the observed \( L _ { 3 0 0 0 \mathring \mathrm { A } } \) is higher (see Section 4.2) and, consequently, \( L _ { 2 k e V } \propto f Q _ { + } \) is higher.


项目	上期

归属于母公司所有者权益	少
数
股
东
权
益	所有者权益

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

优
先
股	永
续
债	其
他

一、上年期末余额	6,000,000.00				7,978,159.70				930,123.81		8,371,114.25		23,279,397.76

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	6,000,000.00				7,978,159.70				930,123.81		8,371,114.25		23,279,397.76

三、本期增减变动金额（减
少以“－”号填列）									1,741,331.59		9,671,984.35		11,413,315.94

（一）综合收益总额											17,413,315.94		17,413,315.94

（二）所有者投入和减少资
本

1．股东投入的普通股

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


（三）利润分配									1,741,331.59		-7,741,331.59		-6,000,000.00

1．提取盈余公积									1,741,331.59		-1,741,331.59

2．提取一般风险准备

3．对所有者（或股东）的分
配											-6,000,000.00		-6,000,000.00

4．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

（五）专项储备

1．本期提取

2．本期使用

（六）其他

四、本年期末余额	6,000,000.00				7,978,159.70				2,671,455.40		18,043,098.60		34,692,713.700

法定代表人：于涛	主管会计工作负责人：陶慧隽	会计机构负责人：陶慧隽


			3-4 年 120.224.00 元
4-5 年 993.314.00 元

广东灏盈基金管理有限公司	非关联方	3,556,100.00	1 年以内	10.33

张梦	非关联方	2,156,000.00	1 年以内	6.26

朱东恩	非关联方	1,950,000.00	1 年以内	5.66

中昌汇金融资租赁（深圳）有
限公司	非关联方	928,544.00	1 年以内	2.70

合计		17,260,593.77		50.13

# （五） 存货及跌价准备

项目	期末数	期初数

账面余额	跌价准备	账面价值	账面余额	跌价准备	账面价值

原材料	8,327,344.39		8,327,344.39	7,774,627.42		7,774,627.42

在产品	982,105.32		982,105.32	423,150.26		423,150.26

库存商品	3,385,752.68		3,385,752.68	3,033,413.89		3,033,413.89

发出商品	20,343,430.14		20,343,430.14	22,987,219.55		22,987,219.55

合计	33,038,632.53		33,038,632.53	34,218,411.12		34,218,411.12

# （六） 长期股权投资

被投资单位	期初数	增减变动

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

长沙高盛奥莎投资管理
中心（有限合伙）	4,454,236.68

合计	4,454,236.68

续：

被投资单位	增减变动	期末数	减值准备期末余额

宣告发放现金股
利或利润	计提减值
准备	其他

长沙高盛奥莎投资管
理中心（有限合伙）				4,454,236.68

合计				4,454,236.68

# （七） 固定资产

# 固定资产情况

项目	房屋建筑物	机器设备	运输工具	电子设备	办公设备及
其他	合计

一、账面原值

（1）期初数	22,815,623.99	21,389,570.68	2,530,087.10	387,293.04	82,403.99	47,204,978.80

（2）本期增加
金额		580,341.87	184,300.00		2,920.00	767,561.87

本期购置		580,341.87	184,300.00		2,920.00	767,561.87


在建工程转入

企业合并增加

（3）本期减少
金额

处置或报废

企业合并减少

（4）期末数	22,815,623.99	21,969,912.55	2,714,387.10	387,293.04	85,323.99	47,972,540.67

二、累计折旧

（1）期初数	2,882,897.85	8,611,054.24	2,083,614.72	305,633.49	68,573.01	13,951,773.31

（2）本期增加
金额	449,080.03	1,168,870.23	41,351.43	5,288.60	347.10	1,664,937.39

本期计提	449,080.03	1,168,870.23	41,351.43	5,288.60	347.10	1,664,937.39

企业合并增加

（3）本期减少
金额

（4）期末数	3,331,977.88	9,779,924.47	2,124,966.15	310,922.09	68,920.11	15,616,710.70

三、减值准备

（1）期初数

（2）本期增加
金额

本期计提

其他

（3）本期减少
金额

处置或报废

其他

（4）期末数

四、账面价值
合计

期末数	19,483,646.11	12,189,988.08	589,420.95	76,370.95	16,403.89	32,355,829.97

期初数	19,932,726.14	12,778,516.44	446,472.38	81,659.55	13,830.98	33,253,205.49

1．2018 年 1-6 月计提折旧额 1,664,937.39 元。

# 2．期无在建工程转入固定资产情况。

3．本报告期内抵押的固定资产。

被抵押资产名称	权属证明


	Attributable to owners of the Company	Non-
controlling
interest	Total
equity

Share
capital	Share
premium	Convertible
bonds	Share option
reserve	Merger
reserve
(Note 20(a))	Other
reserves
(Note 20(b))	Exchange
reserve	Accumulated
losses	Total

US$’000	US$’000	US$’000	US$’000	US$’000	US$’000	US$’000	US$’000	US$’000	US$’000	US$’000

Balance at 1 April 2018	1,188	47,752	38,954	1,096	(63,808)	13,636	(567)	(18,919)	19,332	4,290	23,622

Comprehensive (loss)/income

Profit for the year	—	—	—	—	—	—	—	10,090	10,090	(18)	10,072

Other comprehensive loss

Currency translation differences	—	—	—	—	—	—	(2,865)	—	(2,865)	(284)	(3,149)

Total comprehensive (loss)/income	—	—	—	—	—	—	(2,865)	10,090	7,225	(302)	6,923

Transactions with owners in their
capacity as owners

Employee share option scheme:

— Exercise of share options	8	1,336	—	(388)	—	—	—	—	956	—	956

Conversion of convertible bond	25	5,575	—	—	—	—	—	—	5,600	—	5,600

Balance at 31 March 2019	1,221	54,663	38,954	708	(63,808)	13,636	(3,432)	(8,829)	33,113	3,988	37,101

The accompanying notes are an integral part of this consolidated financial statements.


	Attributable to owners of the Company	Non-
controlling
interest	Total
equity

Share
capital	Share
premium	Convertible
bonds	Share option
reserve	Merger
reserve
(Note 20(a))	Other
reserves
(Note 20(b))	Exchange
reserve	Accumulated
losses	Total

US$’000	US$’000	US$’000	US$’000	US$’000	US$’000	US$’000	US$’000	US$’000	US$’000	US$’000

Balance at 1 April 2019	1,221	54,663	38,954	708	(63,808)	13,636	(3,432)	(8,829)	33,113	3,988	37,101

Comprehensive (loss)/income

Loss for the year	—	—	—	—	—	—	—	(10,209)	(10,209)	233	(9,976)

Other comprehensive loss

Currency translation differences	—	—	—	—	—	—	(2,039)	—	(2,039)	(202)	(2,241)

Total comprehensive loss	—	—	—	—	—	—	(2,039)	(10,209)	(12,248)	31	(12,217)

Balance at 31 March 2020	1,221	54,663	38,954	708	(63,808)	13,636	(5,471)	(19,038)	20,865	4,019	24,884

The accompanying notes are an integral part of this consolidated financial statements.


obtaining prior authorization from the Company or any other member of the Company Group: (i) initiating communications directly with, cooperating with, providing information to, causing information to be provided to, or otherwise assisting in an investigation by the U.S. Securities and Exchange Commission (the “SEC”) or any other governmental or regulatory agency, entity, or official(s) (collectively, “Governmental Authorities”) regarding a possible violation of any law; (ii) responding to any inquiry or legal process directed to an employee individually from any Governmental Authority; (iii) testifying, participating or otherwise assisting in an action or proceeding by any Governmental Authorities relating to a possible violation of law, including providing documents or other confidential information to Governmental Authorities; or (iv) receiving an award for information provided to the SEC or any other Governmental Authority. This Agreement shall not be construed or applied to require Employee to obtain prior authorization from the Company or any other member of the Company Group before engaging in any of the foregoing conduct referenced in this Section 6.1(c), or to notify the Company of having engaged in any such conduct.

# 6.2 Nature of Business.

(a) Acknowledgment of Competitive Business. Executive acknowledges and agrees that the Company is engaged in a highly competitive industry and must protect its Confidential Information against unauthorized use or disclosure that would irreparably harm the Company’s interests. Executive recognizes that the disclosure by the Company to Executive of certain of its Confidential Information will be necessary and useful to Executive in the performance of Executive’s job duties for the Company under this Agreement. As a result, Executive will have access to Confidential Information that could be used by the Company’s competitors in a manner which would irreparably harm the Company’s competitive position in the marketplace.

(b) Acknowledgment of Need for Protection. Executive further acknowledges and agrees that it would be virtually impossible for Executive to ignore all knowledge of the Company’s Confidential Information if Executive were to engage in competition with the Company. It is, therefore, reasonable and proper for the Company to protect against the intentional or inadvertent use of such Confidential Information. Accordingly, Executive agrees that restrictions on competition and soliciting the Company’s customers or employees during Executive’s employment under this Agreement and for a reasonable period of time thereafter are appropriate and necessary for the protection of the Company’s Confidential Information, goodwill, and other legitimate business interests.

# ARTICLE VII

# NON-SOLICITATION AND NON-COMPETITION

7.1 Non-Solicitation and Non-Competition. Ancillary to the agreements to provide Executive with the Confidential Information as set forth above, and in order to aid in the enforcement of those agreements and as a condition of Executive’s employment hereunder, Executive agrees that, during the Term and for a period of two (2) years after the termination of Executive’s employment with the Company (or, in the event Executive is entitled to the payments and benefits described in Section 4.3(c) hereof, for a period of one (1) year after


termination of Executive’s employment with the Company) (as applicable, the “Prohibited Period”), Executive will:

(a) refrain from carrying on or engaging in the Business in the Restricted Area. Executive agrees and covenants that, because the following conduct would effectively constitute carrying on or engaging in the Business, Executive will not, and Executive will cause Executive’s affiliates not to, in the Restricted Area during the Prohibited Period: directly or indirectly, own, manage, operate, join, become an employee of, control or participate in or be connected with any business, individual, partnership, firm, corporation or other entity which engages in the Business;

(b) refrain from, and cause Executive’s affiliates to refrain from, soliciting or causing to be solicited any customer of the Company that was a customer of the Company in the Restricted Area during the period when Executive was employed by the Company; and

(c) refrain from, and cause Executive’s affiliates to refrain from, engaging or employing or soliciting or contacting with a view to the engagement or employment of, any person who is an officer or employee of the Company.

7.2 Exception for Equity Ownership. Notwithstanding the restrictions contained in Section 7.1, Executive or any of Executive’s affiliates may own (a) less than five percent (5%) of any equity security registered under the Exchange Act, in any entity engaged in the Business, provided that neither Executive nor Executive’s affiliates has the power, directly or indirectly, to control or direct the management or affairs of any such entity and is not involved in the management of such entity, and (b) those equity investments owned by Executive as of the date of this Agreement as previously disclosed in writing to and agreed by the Board.

7.3 Exception Within Certain States. Notwithstanding the restrictions contained in Section 7.1, within those areas of the State of Oklahoma that are within the Restricted Area (the “Oklahoma Restricted Area”), the restrictions in Sections 7.1(a) and 7.1(b) shall not apply after Executive’s employment with the Company has ended but before the Prohibited Period has expired; provided, however, that at no point during the Prohibited Period shall Executive, within the Oklahoma Restricted Area, solicit goods, services or a combination of goods and services from any established customer of the Company. Further, within those areas of the States of California or North Dakota that are within the Restricted Area, the restrictions contained in Section 7.1(a) and Section 7.1(b) shall not apply following the date that Executive is no longer employed by the Company and, during such period, Section 7.1(c) shall be applied within the States of California and North Dakota only to prohibit Executive from, directly or indirectly, soliciting or contacting with a view to the engagement or employment of, any person who is an officer or employee of the Company or otherwise directly or indirectly interfering with or raiding the Company’s employees.

# ARTICLE VIII

# SURVIVAL OF COVENANTS, ENFORCEMENT OF COVENANTS AND REMEDIES

8.1 Survival of Covenants. Executive acknowledges and agrees that Executive’s covenants in Articles V, VI and VII, and those provisions necessary to interpret and enforce them, shall survive the termination of this Agreement, and the existence of any claim or cause


类别	年初余额

账面余额	坏账准备	账面价值

金额	比例
（%）	金额	计提比例
（%）

按信用风险特征组合计提坏账准
备的其他应收款	81,177.00	100.00			81,177.00

其中：低风险组合	81,177.00	100.00			81,177.00

账龄分析组合

单项金额不重大但单独计提坏账
准备的其他应收款

合计	81,177.00	100.00			81,177.00

# ②其他应收款按款项性质分类情况

款项性质	期末账面余额	年初账面余额

备用金	102,599.00	72,885.00

保证金		8,292.00

其他	344.10

往来款项	8,180,000.01

合计	8,282,943.11	81,177.00

# 5、存货

# （1）存货分类

项目	期末余额

账面余额	跌价准备	账面价值

原材料	3,657,105.50	40,277.23	3,616,828.27

周转材料	70,327.13	1,569.72	68,757.41

产成品	1,932,249.94	69,644.25	1,862,605.69

发出商品	348,631.99		348,631.99

合计	6,008,314.56	111,491.20	5,896,823.36

（续）

项目	年初余额

账面余额	跌价准备	账面价值

原材料	3,168,129.57	40,277.23	3,127,852.34

在产品	61,573.71	1,569.72	60,003.99


项目	年初余额

账面余额	跌价准备	账面价值

库存商品	1,549,018.78	69,644.25	1,479,374.53

周转材料	574,955.65		574,955.65

合计	5,353,677.71	111,491.20	5,242,186.51

# （2）存货跌价准备

项目	年初余额	本期增加金额	本期减少金额	期末余额

计提	其他	转回或转销	其他

原材料	40,277.23					40,277.23

周转材料	1,569.72					1,569.72

产成品	69,644.25					69,644.25

合计	111,491.20					111,491.20

# 6、其他流动资产

项目	期末余额	年初余额

预缴企业所得税	0.01

待摊费用	206,573.14	20,200.80

合计	206,573.15	20,200.80

# 7、固定资产

项目	期末余额	年初余额

固定资产	5,016,984.85	5,166,082.38

固定资产清理

合计	5,016,984.85	5,166,082.38

# （1）固定资产

# ①固定资产情况

项目	房屋及建筑物	机器设备	运输设备	办公及研发设备	合计

一、账面原值

1、年初余额	7,228,819.60	3,066,508.90	622,222.86	1,220,992.89	12,138,544.25

2、本期增加金额			156,595.87	15,727.63	172,323.50

（1）购置			156,595.87	15,727.63	172,323.50

3、本期减少金额

（1）处置或报废

4、期末余额	7,228,819.60	3,066,508.90	778,818.73	1,236,720.52	12,310,867.75

二、累计折旧


Figure 5. Observed spectral energy distribution of GRB 160625B (points) at late times, interpolated as necessary to the indicated dates, and the best fits given by boxfit (lines) at indicated participation fraction \( \xi \), using an constant CBM density profile. Data denoted by grey points are ignored in the fitting (see text).

with spectra produced by boxfit at these epochs. The power-law slope of the SED, \( \beta \), between the optical (r) and X-ray (5 keV) bands, steepens slightly over time, from −0.79 ± 0.02 between 3 and 10 d to −0.86 ± 0.04 at 141 d. This is steeper than −0.65, expected from \( p \approx \) 2.3 implied by the early optical and X-ray light curves (see Section 4.2.1) for \( \nu < \nu _ { c } \), but shallower than−1.15, which is expected for \( \nu > \nu _ { c } \). Alexander et al. (2017) obtain an early X-ray spectral slope similar to this, \( \beta _ { X } = - 0 . 8 6 _ { - 0 . 1 0 } ^ { + 0 . 0 9 } \), and explain this as \( \nu _ { c } \) being lo-catedj ust below the X-ray band. However, according to the UKSSDC Swift Burst Analyser11 the X-ray pho-ton index \( \Gamma _ { X } \) (and thus the spectral slope in X-ray) does not significantly evolve over the first 30 d but stays around ∼ 1.8, after which the spectrum seems to flatten to \( \Gamma _ { X } \sim \)\( 1 . 1 \). This feature may not be real, though, as the Burst Analyzer light curve deviates much more from a clean power law when this is used in flux calculation– thus we assume a constant \( \Gamma _ { X } \) 12. If \( \nu _ { c } \) was initially just below X-ray and changed as \( \nu _ { c } \propto t ^ { - 1 / 2 } \), one would expect the spectrum to instead steepen over time to its \( \nu \gg \nu _ { c } \) value. We discuss this evolution further in Sec-tion 4.2.1.

Figure 6. Observed F160W (extinction-corrected), X-ray and interpolated 6 and 9 GHz light curves of the afterglow of GRB 160509A (points) and our power law fits including the broken power laws described by Eq. 1 (lines). The red triangle is the upper limit of the F160W flux at 24.8 d. X-ray flux densities from Swift/XRT (solid triangles) and Chan-dra/ACIS-S (open triangles) are reported at 5 keV. Both choices of \( \omega \) fit the late light curve equally well. The early light curve exhibits a shallower decay and another break, and thus points before \( 4 \times 1 0 ^ { 4 } \) s (grey) are ignored.

# 3.2. GRB 160509A

It was noted in Laskar et al. (2016) that the host galaxy of GRB 160509A contributes substantially to the

---

11 http://www.swift.ac.uk/burst analyser/00020667/12 The post-break X-ray slope would not change by changing \( \Gamma _ { x } \) at the latest Swift points, as Chandra points would be affected equally – but \( t _ { j , \mathrm { X } } \) could be delayed.


optical and infrared photometry, and that the event oc-curred behind a significant amount of extinction in the host galaxy. In order to estimate the host galaxy extinc-tion along the line of sight to the GRB, we removed the foreground Galactic reddening of \( E ( B - V ) \) = 0.2519 mag (Schlafly & Finkbeiner 2011) using the Cardelli et al. (1989) law, and assumed a \( f _ { \nu } \propto \nu ^ { \beta } \) SED, where \( \beta = - \) 0.6 (consistent with \( \nu < \nu _ { c } \) and \( p \approx \) 2.2, deter-mined based on the X-ray spectrum and light curve by Laskar et al. 2016). For the host, we assume the Pei (1992) extinction law for the Small Magellanic Cloud (SMC), as both Kann et al. (2006) and Schady et al. (2012) found the extinction curve in the SMC consis-tent with their samples. We fitted the observed optical-infrared SED simultaneously at two epochs, corrected using this extinction curve, to find the required extinc-tion correction to match \( \beta = - \) 0.6. The GRB flux in the \( g ^ { \prime } \) band at 1 d was estimated by subtracting the observed flux at 28 d (\( g ^ { \prime } = 2 5 . 3 9 \pm \) 0.12; Laskar et al. 2016) from the flux at 1.0 d \( ( g ^ { \prime } = 2 5 . 0 3 \pm \) 0.15; Cenko et al. 2016). The host is assumed to dominate at 28 d due to the flatness of the light curve even after the X-ray break. In the J band, we subtracted the flux of the host galaxy measured in the HST F110W filter (using a 1 arcsec aperture) from the flux at 1.2 d (\( J \approx \) 19.7;Tanvir et al. 2016). The \( r ^ { \prime } \) band was not included in the SED, as the late and early fluxes are consistent within 1 \( \sigma \) (Cenko et al. 2016; Laskar et al. 2016). Our F110W and F160W observations at 35.3 d made up the other epoch to be fitted simultaneously. The resulting host extinction is \( A _ { V } = 2 . 8 \pm 0 . 1 \) mag in the rest-frame (this is somewhat lower than the result obtained by Laskar et al. 2016, using an afterglow model fit where the host flux was a free parameter). Using the Pei (1992) law, the extinction correction in F160W (approximately i-band in the rest frame) is thus 1.5 mag. In the Milky Way, the adopted \( N _ { \mathrm { H , i n t } } = 1 . 5 2 \times 1 0 ^ { 2 2 } \) \( \mathrm { c m ^ { - 2 } } \) would cor-¨respond to \( A _ { V } \approx 6 . 9 \) mag (G¨uver & Ozel2009), sug-gesting a low \( A _ { V } / N _ { H } \) ratio for Milky Way standards but higher than that of most GRB hosts. This ratio is consistent with the \( A _ { V } \) vs. \( N _ { H } / A _ { V } \) relation in Kr¨uhler et al. (2011). As in the case of GRB 160625B, we com-bined our Chandra data of GRB 160509A with the data from the Swift/XRT light curve repository converted to 5 keV flux densities.

The CIRCE H-band fluxes were converted to the nar-rower F160W filter assuming \( \beta \, = \, - \) 0.6. The F160W and X-ray data and our power-law fits are presented in Figure 6, and the parameters of the fits are listed in Table 7. For our power law fits we ignore the data points before \( \sim | \)\( \mathbf { i } \cdot \mathbf { j } \) 5 d \( ( 4 \times 1 0 ^ { 4 } \) s), as the early X-ray light curve may contain a plateau and/or a flare; see Figure Table 7. Parameters of the best smooth broken power law fits to the GRB 160509A X-ray light curve.

Parameter	\( \omega \) = 3	\( \omega \) = 10

\( t _ { j , \mathrm { X } } \)	3.2 \( \pm \) 0.9 d	 3.7 \( \pm \) 0.8 d

\( _ { \alpha 1 , \mathrm { x } } \)	−1.06 ± 0.10	−1.20 ± 0.06

\( \alpha _ { 2 , \mathrm { X } } \)	−1.98 ± 0.10	−1.96 ± 0.09

Reduced \( \chi ^ { 2 } \)	0.84	0.85

6. In this case the smooth- and sharp-break scenarios give similar results: the best fit for the post-break de-cline for \( \omega \) = 3 is \( \alpha _ { 2 , \mathrm { X } } = - 1 . 9 8 \pm 0 . 1 0 \) and for \( \omega \) = 10,\( \alpha _ { 2 , \mathrm { X } } \, = \, - 1 . 9 6 \pm 0 . 0 9 \). Thej et-break times, 3.2 \( \pm \) 0.9 d and 3.7 \( \pm \) 0.8 d, respectively, are consistent with each other as well.

In the radio, we obtained the fluxes at 6 and 9 GHz at the epochs earlier than 79.9 d by power-law interpolation between observed fluxes – our measurements at 36.9 d and those published in Laskar et al. (2016) at earlier times. We then fitted a single power law to the points where the reverse shock should no longer dominate the radio flux (i.e. \( \geq \) 10 days; Laskar et al. 2016). The resulting decline slopes are \( \alpha _ { \mathrm { 6 G H z } } \, = \, - 0 . 9 1 \pm 0 . 1 1 \) and \( \alpha _ { 9 \mathrm { G H z } } = - 0 . 9 2 \pm 0 . 1 3 \). Since the reverse shock may still be contributing a non-negligible fraction of the flux at 10 d, we also performed the fit without this epoch. The results are consistent but less constraining: \( \alpha _ { \mathrm { 6 G H z } } = \)−1.07 ± 0.18 and \( \alpha _ { 9 \mathrm { { G H z } } } \; = \; - 0 . 9 2 \pm 0 . 2 1 \). The slopes at other frequencies between 5 and 16 GHz, fitted from 10 to 20 d, are all consistent with these, ranging from−0.80 ± 0.10 (7.4 GHz) to −1.02 ± 0.04 (8.5 GHz). In F160W and/or H, we only have two points and an upper limit; therefore we simply measure the decline assuming a single power law. As the first point at 5.8 d is after thej et break time we obtained from the X-ray fit, there should be no significant deviation from a single power law. The measured decline is \( \alpha _ { 2 , \mathrm { F 1 6 0 W } } = - 2 . 0 9 \pm 0 . 1 0 \), consistent within 1 \( \sigma \) with the X-ray decline.

Using boxfit, we again fitted the light curve at three different values of \( \xi \): 1, 0.1 and 0.01. As with the power-law fits, the X-ray points before 0.6 d were ignored, since boxfit cannot accommodate continuous energy injec-tion. Radio points with a significant reverse shock con-tribution were also ignored (i.e. \( < \) 10 d; at frequencies \( < \) 5 GHz also 10.03 d; see Laskar et al. 2016). We ran boxfit with the boosted-frame wind-like CBM model (with both strong and medium boost) and a lab-frame model with ISM-like CBM, as the lack of optical data makes it difficult to distinguish between different CBM profiles (although the ISM scenario is tentatively favored by Laskar et al. 2016). However, as shown in Figure 7, our fits in a wind CBM do not reproduce thej et break


Location
地點	Stage of
comlpetion
完工狀況	Expected
comlpetion date
預計完工日期	Site area/Gross
floor area
佔地面積╱
建築面積	Type of use
用途	Gr’oups
interest
集團權益

PROPERTIES HELD FOR DEVELOPMENT: (Continued)
持有作發展物業：（續）

A parcel of land in Tie Ji Village,
Hong Shan District, Wuhan,
The Peol’es Reblhppuic of Cina
中華人民共和國
武漢市洪山區
鐵機村之一塊土地	Under
construction
建造中	December 2022
(Phase VI)
二零二二年十二月
（第六期）	390,000 sq.m./
1,731,000 sq.m.
390,000平方米╱
1,731,000平方米	Office/
Commercial/
Residential
辦公室╱
商業╱住宅	68%

A parcel of land in Ma Chi Lu,
Dong Xi Hu District, Wuhan,
The Peol’es Reblhppuic of Cina
中華人民共和國
武漢市東西湖區
馬池路之一塊土地	Under
construction
建造中	June 2021
二零二一年六月	59,000 sq.m./
297,000 sq.m.
59,000平方米╱
297,000平方米	Commercial/
Residential
商業╱住宅	55%

Four parcels of land
in Tu Hu Cun Xia Liao, Danshui,
Huiyang District, Huizhou,
Guandgong Province,
The Peol’blipes Repuc of China
中華人民共和國
廣東省惠州市
惠陽區淡水
土湖村下寮地段之
四塊土地	Under
construction
建造中	January 2022
(Phase IV)
二零二二年一月
（第四期）	187,000 sq.m./
863,000 sq.m.
187,000平方米╱
863,000平方米	Residential
住宅	70%

A parcel of land at east of
Cheng Dong Lu and South of
Tan Jia Ling Dong Lu,
Li Zhou Jie Dao,
Yu Yao County,
Zhejiang Province,
The Peol’es Reblhppuic of Cina
中華人民共和國
浙江省
余姚市
梨洲街道
城東路以東及譚家岭東路以南之
一塊土地	Under
construction
建造中	June 2018
二零一八年六月	208,000 sq.m./
622,000 sq.m.
208,000平方米╱
622,000平方米	Commercial/
Residential
商業╱住宅	100%


Location
地點	Stage of
comlpetion
完工狀況	Expected
comlpetion date
預計完工日期	Site area/Gross
floor area
佔地面積╱
建築面積	Type of use
用途	Gr’oups
interest
集團權益

PROPERTIES HELD FOR DEVELOPMENT: (Continued)
持有作發展物業：（續）

Four parcels of land
in Bei Da Huai Shu reigon,
HuaiiDiyn strict,
Jinan, Shandong Province,
The P’eolpes Relihipubc of Cna
中華人民共和國
山東省濟南市
槐蔭區北大槐樹片區之
四塊土地	Under
construction
建造中	October 2019
二零一九年十月	89,000 sq.m./
502,000 sq.m.
89,000平方米╱
502,000平方米	Commercial/
Residential
商業╱住宅	85%

A parcel of land at south of
Hua Yuan Lu,
east of Hua Xian Chang Lu, Lixia District,
Jinan, Shandong Province,
The Peol’es Reblhppuic of Cina
中華人民共和國
山東省濟南市
歷下區
花園路南側
化纖廠路東側之
一塊土地	Under
construction
建造中	October 2018
二零一八年十月	112,000 sq.m./
419,000 sq.m.
112,000平方米╱
419,000平方米	Residential
住宅	80%

Four parcels of land at east of Hua Xi Da Dao,
Nan Ming District,
Guiyang, Guizhou Province,
The Peol’es Reblhppuic of Cina
中華人民共和國
貴州省貴陽市
南明區花溪大道東側
之四塊土地	Under
construction
建造中	May 2021
二零二一年五月	248,000 sq.m./
1,566,000 sq.m.
248,000平方米╱
1,566,000平方米	Commercial/
Residential
商業╱住宅	51%


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

“Memorandum” or
“Memorandum of Association”	the eihhdgt amende and restated memorandum of
association of the Company adopted by special resolution
on October 8, 2019 with effect from Listing, as amended
from time to time, a summary of which is set out in the
section headed “Appendix IV – Summary of the
Constitution of the Company and Cayman Companies
Law”

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

“NDRC”	the National Development and Reform Commission (國
家發展和改革委員會)

“NMPA”	National Medical Products Administration (國家藥品監
督管理局) and its predecessor, the China Food and Drug
Administration (國家食品藥品監督管理總局)

“Nomination Committee”	 the nomination committee of the Board

“Ocean Prominent”	Ocean Prominent Limited (越揚有限公司), a limited
liability company incorporated in the BVI on March 18,
2014, and one of the Com’pans subsidiyaries

“Offer Price”	the final Hong Kong dollar price per Offer Share (before
brokerage of 1%, SFC transaction levy of 0.0027% and
Stock Exchange trading fee of 0.005%) at which Shares
are to be subscribed or purchased pursuant to the Global
Offering, which will be not more than HK$8.95 and is
expected to be not less than HK$8.18, to be determined as
described in “Structure of the Global Offering – (E)
Pricing of the Global Offering” in this prospectus

“Offer Share(s)”	the Hong Kong Offer Shares and the International
Offering Shares, where relevant, with any Shares being
issued pursuant to the exercise of the Over-allotment
Option


“Over-allotment Option”	the option to be granted by our Company to the Joint
Global Coordinators (on behalf of the International
Underwriters) under the International Underwriting
Agreement pursuant to which our Company may be
required by the Joint Global Coordinators to allot and
issue up to 37,548,000 additional Shares, representing
approximately 15% of the Offer Shares initially available
under the Global Offering, at the Offer Price to cover
over-allocations in the International Offering, details of
which are described in the section headed “Structure of
the Global Offering” in this prospectus

“Over-allotment Shares”	up to 37,548,000 Shares which our Company may be
required to issue at the Offer Price pursuant to the
Over-allotment Option

“PRC Legal Advisor”	Commerce & Finance Law Offices

“Pre-IPO Incentivisation Plans”	 the 2015 Pre-IPO Incentivisation Plan, the 2016 Pre-IPO
Incentivisation Plan and the 2018 Pre-IPO Incentivisation
Plan, the principal terms of which are set out in the
section headed “Appendix V – Statutory and General
Information – Pre-IPO Incentivisation Plans”

“Pre-IPO Investments”	the subscription of 55,500,000 Series A Preferred Shares,
125,976,000 Series B Preferred Shares, 145,506,500
Series C Preferred Shares, and 205,262,271 Series D
Preferred Shares by the Pre-IPO Investors at an aggregate
consideration of approximately US$244 million pursuant
to the Series A and B Share Purchase Agreement, Series
B Agreements, Series C Share Purchase Agreement,
Series D1 Share Purchase Agreement and Series D2
Share Purchase Agreement, further information on which
is set forth in the section headed “History, Development
and Corporate Structure – Pre-IPO Investment” in this
prospectus

“Pre-IPO Investors”	the Series A Preferred Shareholder, the Series B Preferred
Shareholders, the Series C Preferred Shareholders and the
Series D Preferred Shareholders


# KEY AUDIT MATTERS (continued)

Impairment assessment of intangible assets, construction in progress (“CIP”) and property, plant
and equipment (“PP&E”) of Full Gold

Refer to notes 14, 15, 16 to the consolidated financial statements and the accounting policies on page
80.

The Key Audit Matter	How the matter was addressed in our audit

Due to the increasing uncertainty about the
operational environment of a cash-generating unit
(“CGU”), Full Gold Mining Limited Liability
Company (“Full Gold”), a subsidiary of the Group,
which incorporated in and has operations in the
Kyrgyz Republic, there is a risk that the value of
the intangible assets, CIP and PP&E of Full Gold
may not be recoverable in full through the future
cash flows to be generated from its mining
operations or from disposal of these assets.
Full Gold held intangible assets (excluding
exploration and evaluation assets) totalling RMB96
million, CIP totalling RMB9 million and PP&E
totalling RMB178 million as at 31 December 2020.
The recoverable amount of the cash generating
unit which included Full Gold was determined by
management as the greater of the value in use
and the fair value less cost of disposal of the
assets of Full Gold. A discounted cash flow
forecast was prepared by management to
determine the value in use.
We identified the impairment assessment of the
intangible assets, CIP and PP&E of Full Gold as a
key audit matter because the impairment
assessment prepared by management is complex
and contains certain judgements and assumptions,
particularly in relation to future gold prices, the
long-term growth rate and the discount rate
applied, which are inherently uncertain and may be
subject to management bias.	Our audit procedures to assess potential impairment of
the intangible assets, CIP and PP&E of Full Gold
included the following:
•    engaging our internal valuation specialists to assist
us in evaluating the methodology used by
management in the preparation of the discounted
cash flow forecast with reference to the
requirements of the prevailing accounting
standards;
•   comparing the future gold prices used in the
discounted cashflow forecast with gold futures
contract prices in the market;
•   comparing data in the discounted cashflow forecast
with the relevant data, including future revenue,
future cost of sales and future other operating
expenses, in the budget which was approved by
the Board of Directors;
•   comparing the revenue and operating costs
included in discounted cashflow forecast prepared
in the prior year with the current year’s
performance of Full Gold to assess how accurate
the prior year’s discounted cashflow forecast was
and making enquiries of management as to the
reasons for any significant variations identified;
•   with the assistance of our internal valuation
specialists, assessing whether the discount rate
applied in the discounted cashflow forecast was
within the range adopted by other companies in
the same industry;


# KEY AUDIT MATTERS (continued)

Impairment assessment of intangible assets, construction in progress (“CIP”) and property, plant
and equipment (“PP&E”) of Full Gold

Refer to notes 14, 15, 16 to the consolidated financial statements and the accounting policies on page
80.

The Key Audit Matter	How the matter was addressed in our audit

	•   comparing the long-term growth rate adopted in
the discounted cashflow forecast with those of
comparable companies and external market data;
and
•   obtaining from management sensitivity analyses of
the key assumptions, including future gold prices,
future production quantities and future gross profit
margins, adopted in the discounted cashflow
forecast prepared by management and assessing
the impact of changes in the key assumptions to
the conclusions reached in the impairment
assessments and whether there were any
indicators of management bias.

# INFORMATION OTHER THAN THE CONSOLIDATED FINANCIAL STATEMENTS AND AUDITOR’S REPORT THEREON

The Directors are responsible for the other information. The other information comprises all the information included in the annual report, other than the consolidated financial statements and our auditor’s report thereon.

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.


	附註	貴集團	貴公司

於6月30日	於2012年
9月30日	於2012年
6月30日	於2012年
9月30日

2010年	2011年	2012年

千港元	千港元	千港元	千港元	千港元	千港元

流動負債

貿易應付賬款及
應付票據	22	81,691	89,501	120,354	113,621	–	–

其他應付款項及
應計費用	22	51,931	81,356	73,501	91,101	13,590	14,196

應付一家中間控股
公司款項	23	26,853	28,250	–	–	–	–

應付一名董事款項	23	–	–	33,483	33,204	–	–

應付同系附屬公司
款項	23	61,699	52,177	316	–	–	–

應付附屬公司款項	17	–	–	–	–	9,909	12,162

應付股息	17	–	–	–	16,290	–	16,290

稅項負債		12,359	13,850	19,154	26,807	–	–

融資租賃責任

－一年內到期	24	236	171	–	–	–	–

銀行借款	25	186,450	193,449	285,520	273,279	–	–

財務擔保負債	32(i)	–	–	4,000	3,500	–	–

		421,219	458,754	536,328	557,802	23,499	42,648

流動資產（負債）淨值		27,007	185,232	376,798	427,498	(17,974)	1,767

總資產減流動負債		298,014	481,967	436,095	485,958	48,753	68,494


	附註	貴集團	貴公司

2010年	於6月30日
2011年	2012年	於2012年
9月30日	於2012年
6月30日	於2012年
9月30日

千港元	千港元	千港元	千港元	千港元	千港元

資本及儲備

股本	26	–	–	100	100	100	100

儲備	17	277,069	452,015	377,019	420,375	48,653	68,394

貴公司擁有人應佔權益		277,069	452,015	377,119	420,475	48,753	68,494

非控股權益		12,458	16,413	37,829	39,451	–	–

權益總額		289,527	468,428	414,948	459,926	48,753	68,494

非流動負債

融資租賃責任
－一年後到期	24	274	103	–	–	–	–

遞延稅項負債	27	8,213	13,436	21,147	26,032	–	–

		8,487	13,539	21,147	26,032	–	–

		298,014	481,967	436,095	485,958	48,753	68,494


	Notes
附註	2016
二零一六年	2015
二零一五年

HK$’000
千港元	HK$’000
千港元

Non-current assets          非流動資產

Plant and equipment         廠房及設備	19	4,391	15,291

Interests in associates        於聯營公司權益	22	6,129	28,807

Interests in joint ventures       於合營企業權益	23	212,525	221,623

Deposits paid             已付按金	21	–	20,000

Contingent consideration receivable 應收或然代價	24	–	4,731

		223,045	290,452

Current assets            流動資產

Inventories              存貨	25	1,262	3,290

Trade and other receivables     貿易及其他應收款項	26	36,085	42,243

Deposits paid             已付按金	21	20,000	–

Held-for-trading investments     持作買賣投資	28	411	–

Bank balances and cash       銀行結餘及現金	29	2,388	2,547

		60,146	48,080

Current liabilities           流動負債

Trade and other payables       貿易及其他應付款項	30	117,835	96,762

Other borrowings           其他借貸	31	70,500	69,200

Obligations under finance      融資租賃承擔

leases – current portion       －即期部分	32	569	611

Convertible bonds          可換股債券	33	97,781	325,307

Derivative financial liability      衍生金融負債	27	–	17,785

		286,685	509,665

Net current liabilities        流動負債淨額		(226,539)	(461,585)

Total assets less current liabilities 總資產減流動負債		(3,494)	(171,133)

Non-current liabilities        非流動負債

Obligations under finance      融資租賃承擔

leases – non-current portion     －非即期部分	32	870	1,585

Promissory notes payable       應付承兌票據	34	–	18,925

Deferred income           遞延收入	40	–	127

		870	20,637

Net liabilities             負債淨值		(4,364)	(191,770)


	Notes
附註	2016
二零一六年	2015
二零一五年

HK$’000
千港元	HK$’000
千港元

Cailpta and reserves         資本及儲備

Share cailpta             股本	35	52,836	5,284

Reserves                儲備		(54,642)	(195,659)

Equity attributable to owners     本公司擁有人應佔權益
of the Company		(1,806)	(190,375)

Non-controlling interests       非控股權益		(2,558)	(1,395)

Total deficits             總虧絀		(4,364)	(191,770)

The consolidated financial statements on pages 96 to 238 were approved and authorised for issue by the board of directors on 27 March 2017 and are signed on its behalf by:

第96至238頁之綜合財務報表已於二零一七年三月二十七獲董事會批准及授權刊發，並由下列人士代表簽署︰

Yu Sau Lai
余秀麗	Lam Raymond Shiu Cheung
林兆昌

Director
董事	Director
董事


# OVERVIEW

We are a diversified IPP in Asia in terms of fuel type and geography, with a portfolio of gas-fired, coal-fired, oil-fired, hydro, cogen and fuel cell power generation projects and a steam project in the PRC and Korea. As of April 30, 2014, our clean and renewable energy projects, namely gas-fired, hydro and fuel cell projects, accounted for approximately 51.6% of our attributable installed capacity, and our conventional power projects, namely coal fired, oil-fired and cogen projects, accounted for approximately 48.4% of our attributable installed capacity. For the four months ended April 30, 2014, our clean and renewable energy projects contributed 71.0% of our revenue and our conventional energy and steam projects contributed 29.0% of our revenue. In addition, on August 20, 2014 and September 15, 2014, we entered into separate Operation and Management Services Framework Agreements with CGN Energy and Huamei Holding, respectively, which outline the terms of the management services we provide to hydro (including pumped storage), coal-fired, cogen and wind power projects in which the CGN Energy and Huamei Holding have interests (including the Disposal Group).

As of April 30, 2014, we had 14 operating power generation projects with a consolidated installed capacity of 2,867.8 MW and an attributable installed capacity of 3,659.5 MW and one steam project in our portfolio. For the years ended December 31, 2011, 2012 and 2013 and for the four months ended April 30, 2014, our net electricity generated amounted to 5,618 GWh, 6,225 GWh, 7,116 GWh and 2,020 GWh, respectively. As of the Latest Practicable Date, one power generation project is under construction and is expected to contribute an additional attributable installed capacity of 18.0 MW to our power project portfolio by the end of 2014. In addition, our business includes providing management services to power projects owned by CGN. We provide management services to 23 operating power generation projects in which CGN Energy and Huamei Holding have interests with an attributable installed capacity of 5,831.6 MW, three of which are under expansion, which together with an additional four power generation projects that are either under construction or will commence construction, are expected to contribute an additional attributable installed capacity of 454.9 MW to projects under management between 2014 and 2018. We also provide management services to XTI, an investment holding company holding some of the above mentioned projects in which Huamei Holding has interests.

We focus on acquiring clean and renewable power generation projects while continuing our own greenfield and brownfield developments to deliver solid returns and create shareholder value. Positioned as CGN’s sole global platform for development and operation of non-nuclear clean and renewable power generation projects, we intend to selectively acquire clean and renewable power generation projects with solid returns from CGN with an aggregate installed capacity of 3.0 GW to 5.0 GW in several batches within the next four years by exercising our acquisition rights under the non-competition deed given by CGN in our favor. We intend to undertake the first batch of acquisition before the end of 2015 and other batches from 2015 to 2018, subject to compliance with applicable regulatory requirements and the Listing Rules. For additional details, see “Relationship with CGN Group” and “Business – Power Project Pipeline”.

For the years ended December 31, 2011, 2012 and 2013 and for the four months ended April 30, 2014, our revenue was U.S.\$754.7 million U.S.\$932.4 million, U.S.\$1,037.3 million and U.S.\$311.2 million, respectively, and our profit for the year/period attributable to the owner of our Company was U.S.\$11.3 million, U.S.\$29.0 million, U.S.\$55.3 million and U.S.\$15.8 million, respectively.

Since our Company’s establishment in 1995, we have grown significantly in the PRC and Korea and intend to continue this growth through additional development and acquisitions. Our pipeline comprises the proposed acquisition of a wind project in the PRC as well as clean and renewable energy


projects for which we are currently in preliminary stages of negotiations. For details of our power projects in operation, under construction and in our pipeline, see “Business – Our Power Projects in Operation,” “Business – Our Power Projects in the PRC,” “Business – Our Power Projects in Korea,” “Business – Our Power Projects Under Construction/Expansion” and “Business – Power Project Pipeline”.

# KEY FACTORS AFFECTING OUR RESULTS OF OPERATIONS AND FINANCIAL CONDITION

Our results of operations, financial condition and future prospects have been and will continue to be, affected by a number of factors, including those set out below.

# Fuel costs and fuel supply

Our non-renewable energy power projects require supplies of coal, oil and gas as fuel. Fuel costs represent a significant portion of our operating expenses and the operating expenses of our associates. The amount of our fuel costs corresponded to 69.3%, 73.2%, 71.0% and 66.1% of our revenue for the years ended December 31, 2011, 2012 and 2013 and for the four months ended April 30, 2014, respectively, and 57.8%, 56.7%, 48.6% and 39.7% of the revenue of our associates for the years ended December 31, 2011, 2012 and 2013 and for the four months ended April 30, 2014, respectively. The extent to which our profit is ultimately affected by the cost of fuel depends on our ability to pass through fuel costs to our customers as set out under the relevant regulatory guidelines and the terms of our PPA for a particular project, as we currently do not hedge our exposure to fuel price fluctuations. Our fuel costs are also affected by the volume of electricity generated because the coal consumption rate of coal-fired and cogen power projects decrease when we generate more electricity as a result of economies of scale. In the PRC, government tariff regulations limit our ability to pass through changes in fuel costs. For a discussion of PRC tariff regulations, see “– Tariffs” and “Appendix V – Summary of Principal Legal and Regulatory Provisions in the PRC and Korea – PRC Regulatory Overview –Business Operation – On-grid tariffs” and “Appendix V – Summary of Principal Legal and Regulatory Provisions in the PRC and Korea”. In Korea, however, the Yulchon I Power Project PPA allows us to contractually incorporate fuel cost fluctuations in the tariff charged to our customer. See “Business –Our business – Offtake arrangements”. In addition, any shortage of fuel supply for a particular power project may decrease our utilization hours, and as a result, our net generation and results of operations.

The following table sets out the weighted average gas and standard coal and average oil prices applicable to our projects in the PRC and Korea, exclusive of VAT for the periods indicated:

	For the year ended December 31,	For the four months
ended April 30,

2011	2012	2013	2013	2014

PRC weihdgte average gas price
3((1)(2)(3)RMB   perNm)........	1.786	1.859	1.861	1.813	2.048

PRC weihdgte average standard coal
price (RMB per ton)(1) ........	992	905	757	810	729

Korea weihdgte average gas price
3((1)(4)KRW   perNm)..........	723	802	797	807	864

Korea average oil price (KRW per
Liter)(5) .................	1,345	1,640	1,499	1,535	1,456


income tax rate (25%), except for the enterprises which enjoy preferential tax treatments. According to the Notice on Transition Preferential Treatment Policy Relating to Implementation of Enterprise Income Tax which become effective on January 1, 2008, for enterprises that originally enjoyed a preferential tax treatment with fixed periods of exemptions and reductions, such as “Two years of exemption, Three years of reduction by 50%” and “Five years of exemption, Five years of reduction by 50%”, they shall continue to enjoy these preferential treatments and terms under the original tax levy law, administrative regulations and regulations even upon implementation of the Enterprise Income Tax Law until the expiration of such treatments. However, for enterprises which have yet to see profits and hence been unable to enjoy the preferential tax treatment, the preferential period for them will start to calculate from the year 2008.

On April 11, 2008, the State Administration of Taxation issued a Notice on the Payment of Income Tax of Property Development Enterprises . This Notice stipulated that for the enterprises which prepay the income tax on quarterly or monthly basis according to their yearly profit, the profit will be calculated from the pre-sale income and adjusted based on the actual profit after the completion of the property.

# Business Tax

Under the PRC Interim Regulation on Business Tax of 1993, as amended in 2008, services in mainland China are subject to business tax. Taxable services include sale of real property in mainland China. Business tax rate is between 3% to 20% depending on the type of services provided. Sale of real properties and other improvements on the land attract a business tax at the rate of 5% of the turnover of the selling enterprise payable to the relevant local tax authorities.

Pursuant to the Notice of the SAT on Business Tax of the Land Use Right Reclaimed to the Land Owner issued on March 27, 2008 , when the land user returns the land use rights to the land owner, the business tax can be exempted.

On January 27, 2011, the Ministry of Finance and the State Administration of Taxation issued the Notice on Adjusting the Policy of Business Tax on Re-sale of Personal Residential Properties , which states that, business tax is imposed on the full amount of the sale income, upon the transfer a residence by an individual within five years from the purchase date. For the transfer of non-ordinary residence which is more than five years from the purchase date, the business tax is to be levied on the difference between the sale income and the purchase price. In the case of an ordinary residence, the business tax is exempted if that transfer occurs after five years from the purchase date. It also states that from January 27, 2011 Notice on Adjusting Policy of Business Tax on Re-sale of Personal Residential Properties issued on December 22, 2009 shall cease to be effective.

# Land Appreciation Tax

Under the PRC Interim Regulation on Land Appreciation Tax of 1993 and its implementing rules of 1995, LAT applies to both domestic and foreign investors in real properties


in mainland China, irrespective of whether they are corporate entities or individuals. The tax is payable by a taxpayer on the appreciation value derived from the transfer of land use rights, buildings or other facilities on such land, after deducting the “deductible items” that include the following:

• payment made to acquire land use rights;

• costs and charges incurred in connection with land development;

• construction costs and charges in the case of newly constructed buildings and facilities;

• assessed value in the case of old buildings and facilities;

• taxes paid or payable in connection with the transfer of land use rights, buildings or other facilities on such land; and

• other items allowed by the Ministry of Finance.

The tax rate is progressive and ranges from 30% to 60% of the appreciation value as compared to the “deductible items” as follows:

Appreciation value	LAT rate

Portion not exceeding 50% of deductible items . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	30%

Portion over 50% but not more than 100% of deductible items . . . . . . . . . . . . . . . . . . .	40%

Portion over 100% but not more than 200% of deductible items . . . . . . . . . . . . . . . . . .	50%

Portion over 200% of deductible items . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	60%

Exemption from LAT is available to the following cases:

• Taxpayers constructing ordinary residential properties for sale (i.e. the residences built in accordance with the local standard for general residential use, excluding deluxe apartments, villas, resorts etc.), where the appreciation amount does not exceed 20% of the sum of the deductible items;

• Real estate taken over and repossessed according to laws due to the construction requirements of the state;

• Due to redeployment of work or improvement of living standard, transfers by individuals of originally self-used residential properties, provided that the transferor has occupied the property as his or her residence for five years or longer and has obtained the relevant tax authority’s approvals.

According to the Notice on the Levy and Exemption of Land Appreciation Tax for Development and Transfer Contracts signed before January 1, 1994 issued by the Ministry of Finance and the State Administration of Taxation in January 1995, the LAT regulation does not apply to the following transfers of land use rights:

• real estate transfer contracts signed before January 1, 1994; and


On the other hand, if revenue from our Connected Customers further increase, over-reliance on Connected Customers may affect our operational independency, as such Connected Customers, many of which are controlled by one or more of our Directors or Controlling Shareholders, may be able to exert excessive influence on us. For details, please see the section ‘‘Relationship with Controlling Shareholders’’.

# Labour shortages or increases in labour costs could harm our business, reduce our profitability and slow our growth.

Experienced professional staff and other labour are important for the operation of our businesses, and therefore, our success depends in part on our ability to attract, retain and motivate a sufficient number of qualified engineers, construction workers and the engagement of subcontractors for certain labour intensive works. Qualified individuals in the relevant industries are in short supply and competition for workers is intense.

Any future inability to recruit and retain qualified individuals may delay the completion of our works and could result in deduction of liquidated and ascertained damages from the contract sum payable to our Group. Any such delays could have a material adverse effect on our business and results of operations. In addition, competition for qualified construction workers could also require us to pay higher wages, which could result in higher labour costs. For example, in Macau, given that it only has a total population of slightly above half a million and there have been a large number of construction projects in recent years, the labour market in Macau has been tight and average labour costs in Macau have increased significantly.

Moreover, the minimum wage requirement in Hong Kong has increased and can continue to increase our labour costs in the future. The salary level of construction workers in Hong Kong has been increasing in the past several years. As for the PRC market, there was an increase in labour cost over the past few years and the average annual wage of employees in the PRC construction industry is expected to continue to increase in the coming years. Some of our revenues, in particular in the E&M Engineering Segment, are generated from agreements with terms over one year. Most of such agreements do not contain labour cost adjustment mechanism, and we may fail to anticipate or may be unable to transfer the full impact of the increase in labour cost to our customers in the relevant agreements with such mechanism. In such or other cases, we may not be able to increase our prices in order to pass these increased labour costs on to our customers for contracts without price adjustments, in which case our business and results of operations would be negatively affected.

# Any change or deterioration of our relationship with, and the performance of, ourj oint venture partners and third party service providers may have an adverse impact on our business operation and reputation.

For the operations of our E&M Engineering Segment, we often formj oint ventures with other companies in the E&M engineering industry to tender for and carry out the E&M engineering works in major construction projects. We also engage third-party service providers as our subcontractors to perform certain, generally more labour-intensive parts, of the E&M engineering works. Any change or deterioration of our relationship with, and the performance of, such third-parties may have adverse impact on our business operation and reputation

# . We are dependent on subcontractors, and in some projects our joint venture partners, to implement certain contracts.

We are dependent on subcontractors to implement certain contracts in our E&M Engineering Segment. As we generally do not sign any long term contracts with our major subcontractors, there is no assurance that they will be able to continue to provide services to our Group at prices acceptable to us or whether we can maintain our relationship with them in the future. In the event that any of the


major subcontractors is unable to provide the required services to us and we are unable to obtain alternative providers on similar or more favourable terms, or if the costs for them to provide those required services increase substantially, our business, results of operations and profitability may be adversely affected.

For the E&M engineering works for major construction projects, we often formj oint ventures with other companies to tender for and carry out the E&M engineering works. There is no assurance that our existingj oint venture partners will continue to cooperate with us to continue to tender for and perform E&M engineering works for future projects, or on terms that are favourable or acceptable to us. If we are unable to cooperate with appropriatej oint venture partners, we may not have sufficient resources to participate in major construction projects, or if we are engaged in such projects as the sole contractor or a subcontractor, we will have to bear significant risks in relation to such projects.

We are not able to monitor the performance of our subcontractors or joint venture partners or their respective staff as directly and efficiently as with our own staff. If a subcontractor fails to provide services as required under a contract or aj oint venture partner fails to perform its responsibility as agreed, we may be required to procure other companies to perform these services on a delayed basis or at a higher price than anticipated, which could impact our profitability. If a subcontractor’s performance does not meet our standards or if aj oint venture partner’s performance does not meet the requirements which the relevant joint venture has agreed to, the quality of the project may be affected, which could harm our reputation and potentially expose us to litigation and damage claims. We may also need to undertake remedial works and therefore may increase our costs and adversely affect business and results of operations.

# . Responsibility for quality of services provided by third party service providers.

Under the terms of the contracts between our customers and us, we would not be relieved from any obligation or liability in respect of the performance of the third party service providers, and we would be responsible for the acts, defaults or neglects of them. We cannot assure you that the services rendered by any of our third party service providers will always be satisfactory or meet our customers’ quality and safety standards and timing requirement. If the performance of any third party service provider is not up to the standard required by our customers, we may need to replace such third party service provider or take other actions to remedy the situation, which could adversely affect the cost and progress of our projects and may have an adverse impact on our reputation and our ability to obtain new contracts.

# . We may incur potential liabilities arising from defaults of our third party service providers.

As the principal contractor, we may be liable to settle the outstanding wages of the employees of our third-party service providers, including self-employed ones, pursuant to the Employment Ordinance and liable to pay compensation to the injured employees of our third party service providers pursuant to the Employees’ Compensation Ordinance. Given the above, any defaults or neglects on the part of the third party service providers may also have an adverse impact on our profitability and financial conditions as we might be liable for any such defaults or neglects. Any of these factors could have a material adverse effect on our business, financial conditions and results of operations.

# . Potential competition with joint venture partners and subcontractors.

Small-scale third party service providers may expand their business operations by accumulating work experience, improving their financial strength and diversifying their scope of services over time. Such small-scale subcontractors may become sizable and achieve a market reputation in the future that may be comparable to us. Our joint venture partners, who may often be our direct competitors,


For purposes of this Section 5, Executive acknowledges and agrees that Asbury conducts business in the Area and that the Area is a reasonable geographic limitation.

Notwithstanding anything to the contrary contained in this Agreement, Asbury hereby agrees that the foregoing covenant shall not be deemed breached as a result of the passive ownership by Executive of: (i) less than an aggregate of 5% of any class of stock of a business that competes with Asbury;or (ii) less than an aggregate of 10% in value of any instrument of indebtedness of a business that competes with Asbury. Asbury further agrees that nothing in this Section 5 prohibits Executive from accepting employment from, and performing services for, businesses engaged in the finance industry, and businesses engaged in the manufacturing and/or sale of automobile parts or the provision of automotive service, provided such businesses do not also engage in the retail of automobiles within the Area. By way of example, nothing in this Section 5 would prohibit Executive from working with such businesses as American General Finance, NAPA Auto Parts, or Goodyear.

Within one day of the end of Executive’s employment with Asbury for any reason, Executive agrees to re-confirm his commitment to the post-employment restrictive covenants in this Agreement. Executive further agrees that, as part of that re-confirmation, the term “Area” and Exhibit A hereto may be amended by Asbury, but only to the extent necessary to list the addresses of Asbury’s headquarters and any automotive dealerships that Asbury owns and/or operates as of the last day of Executive’s employment with Asbury.

# 6. Construction/Enforcement of Post-Employment Covenants

Executive agrees that the provisions of Sections 3, 4, and 5 are reasonable and properly required for the adequate protection of the business and the goodwill of Asbury. However, if a judicial determination is made that any of the provisions of Sections 3, 4 or 5 constitutes an unreasonable or otherwise unenforceable restriction against Executive, such provision(s) shall be modified or severed so as to permit enforcement of the provision(s) to the extent reasonable.

# 7. Violation of Post-Employment Covenants

Executive agrees that, in the event of a material breach by Executive of any Section of this Agreement, including Sections 3, 4, or 5, Asbury shall be entitled to: (i) inform all potential or new employers of such breach; (ii) cease payments and benefits that would otherwise be made pursuant to Section 1 above (and in lieu of such payments and benefits pay Executive five hundred dollars (\$500.00)); (iii) obtain injunctive relief and damages, including reasonable attorney’s fees; and (iv) recover the amounts paid to Executive under this Agreement (other than the above-referenced \$500.00) during any period of material breach by Executive. To the extent that Executive is determined through agreement or resolution of any pending claim to not have violated any covenant at issue, he shall receive any and all severance that has not been paid under the Agreement and/or which was recovered from Executive under this Section 7.

# GENERAL PROVISIONS

# A. Employment is At Will

Executive and Asbury acknowledge and agree that Executive is an “at will” employee, which means that either Executive or Asbury may terminate the employment relationship at any time, for any reason, with or without cause or notice, and that nothing in this Agreement shall be construed as an express or implied contract of employment.

# B. Execution of Release

Executive agrees that, as a condition to the receipt of the Severance Pay and other compensation and insurance benefits described in Section 1 above, Executive shall execute a release of all claims against Asbury (and its corporate parents, subsidiaries, franchisors, franchisees, management companies, divisions, and affiliates) and the past, present and future officers, directors, agents, officials, employees, insurers and attorneys of Asbury (and its corporate parents, subsidiaries, franchisors, franchisees, management companies, divisions, and affiliates) arising out of Executive’s employment or the end of his employment with Asbury, such release to not be revoked by Executive and to completely waive and release any claim of discrimination, harassment or wrongful discharge under local, state or federal law.

# C. Alternative Dispute Resolution

Any disputes arising under or in connection with this Agreement shall be resolved by binding arbitration before an arbitrator (who shall be an attorney with at least ten years’ experience in employment law) in the city where Executive was employed with Asbury and in accordance with the rules and procedures of the most recent employment rules of the American Arbitration


Association. Each party may choose to retain legal counsel and shall pay its own attorneys’fees, regardless of the outcome of the arbitration. Executive may be required to pay a filing fee limited to the equivalent cost of filing in the court of jurisdiction. Asbury will pay the fees and costs of conducting the arbitration. Judgment upon the award rendered by the arbitrator may be entered in any court of jurisdiction.

# D. Non-Disparagement

Executive agrees not to make any disclosures, issue any statements or otherwise cause to be disclosed any information which is designed, intended or might reasonably be anticipated to disparage Asbury, its officers or directors, its business, services, products, technologies and/or personnel. Nothing in this section is intended, nor shall be construed, to: (i) prohibit Executive from any communications to, or participation in any investigation or proceeding conducted by, any governmental agency with jurisdiction concerning the terms, conditions and privileges of employment or jurisdiction over Asbury’s business; (ii) interfere with, restrain, or prevent Executive’s communications regarding the terms and conditions of employment; or (iii) prevent Executive from otherwise engaging in any legally protected activity.

# E. Other Provisions

(a) This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of Executive and Asbury, including any successor to or assign of Asbury.

(b) Upon the end of Executive’s employment with Asbury for any reason, the provisions of this Agreement shall survive to the extent necessary to give effect to the provisions herein, including Sections 3, 4 and 5.

(c) The headings and captions are provided for reference and convenience only and shall not be considered part of this Agreement.

(d) Executive also covenants to reasonably cooperate with Asbury if Executive is needed as a witness in any litigation or legal matters involving Asbury.

(e) Any notice or other communication required or permitted to be delivered under this Agreement shall be (i) in writing, (ii) delivered personally, by nationally recognized overnight courier service or by certified or registered mail, first-class postage prepaid and return receipt requested, (iii) deemed to have been received on the date of delivery or on the third business day after mailing, and (iv) addressed as follows (or to such other address as the party entitled to notice shall later designate in accordance with these terms):

If to Asbury:	Asbury Automotive Group, Inc.
c/o The Office of the General Counsel
2905 Premiere Parkway, Suite 300
Duluth, GA 30097

If to Executive:	To the most recent address of Executive set forth in the        personnel records of Asbury.

(f) This Agreement supersedes any and all prior agreements between Asbury and Executive relating to payments upon Termination of employment or Severance Pay and may only be modified in a writing signed by Asbury and Executive.

(g) This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia.

(h) All payments hereunder shall be subject to any required withholding of federal, state, local and foreign taxes pursuant to any applicable law or regulation.

(i) If any provision of this Agreement shall be held invalid or unenforceable, such holding shall not affect any other provisions, and this Agreement shall be construed and enforced as if such provisions had not been included. No provision of this Agreement shall be waived unless the waiver is agreed to in writing and signed by Executive and the Chief Human Resources Officer of Asbury. No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time.


# APPENDIX I ACCOUNTANT’S REPORT

# II. NOTES TO THE HISTORICAL FINANCIAL INFORMATION—continued

# 39 Related party transactions—continued

# (c) Year end balances with related parties—continued

All the balances with related parties above were unsecured and repayable within one year.

# (d) Loans to related parties

	As of December 31,	As of March 31,

2015	2016	2017	2017	2018

RMB’000	 RMB’000	 RMB’000	 RMB’000	 RMB’000

			(Unaudited)

Loans to associates:

At theb eiignnng of the year ........................	—
	76,463	74,329	74,329	62,143

Loans advanced ..................................	82,900	98,092	1,500	—
	50,000

Loans repaid ....................................	(7,217)	(102,953)	(14,000)	(11,000)	(53,874)

Interest charged . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	887	5,732	3,481	894	771

Interest received ..................................	(107)	(3,947)	(1,845)	(507)	(773)

Currency translation differences . . . . . . . . . . . . . . . . . . . . .	—
	942	(1,322)	(120)	—

At the end of the year/period ........................	76,463	74,329	62,143	63,596	58,267

# (e) Loans from related parties

	As of December 31,	As of March 31,

2015	2016	2017	2017	2018

RMB’000	 RMB’000	 RMB’000	 RMB’000	 RMB’000

			(Unaudited)

Loans from associates:

At theb eiignnng of the year .......................	—
	31,184	50,873	50,873	51,336

Loans received .................................	31,156	19,425	—
	—
	—

Loans repaid ...................................	—
	—
	—
	—
	(9,250)

Interest charged . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	28	264	463	116	159

Interestp aid ...................................	—
	—
	—
	—
	—

At the end of the year/period ......................	31,184	50,873	51,336	50,989	42,245

# (f) Key management compensation

	Year ended December 31,	Three months ended
March 31,

2015	2016	2017	2017	2018

RMB’000	 RMB’000	 RMB’000	 RMB’000	 RMB’000

			(Unaudited)

Salaries .......................................	7,112	3,774	6,113	1,692	4,053

Discretionarby onuses ............................	1,577	3,572	9,550	960	—

Share-based compensation ........................	154,841	314,575	186,095	60,829	127,883

Emlpoyer’s contribution top ension schedule . . . . . . . . . .	428	825	1,067	145	188

	163,958	322,746	202,825	63,626	132,124

# 40 Events after the reporting period

On June 17, 2018, pursuant to the shareholders’ resolution, each existing issued and unissued share of US\$0.000025 each in the share capital of the Company were subdivided into 10 shares of US\$0.0000025 each (“Share Subdivision”), following which the number of authorized shares of the