Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

CIMC-TianDa Holdings Company Limited

中集天達控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 445)

HALF-YEARLY RESULTS ANNOUNCEMENT

FOR THE SIX MONTHS ENDED 30 JUNE 2020

HIGHLIGHTS

  • Revenue of the Group for the six months ended 30 June 2020 was approximately RMB2,173.2 million (2019 (restated): approximately RMB2,368.3 million), reported a decrease of approximately 8.2% over the corresponding period last year.
  • Profit for the six months ended 30 June 2020 was approximately RMB79.6 million (2019 (restated): RMB76.6 million), reported an increase of approximately 4.0% over the corresponding period last year.
  • Basic earnings per share for the period was RMB0.45 cent (2019 (restated): RMB0.48 cent).
    Diluted earnings per share for the period was RMB0.39 cent (2019 (restated): RMB0.39 cent).
  • The Board does not recommend the payment of a dividend for the six months ended 30 June 2020.

- 1 -

The board of Directors (the "Board") of the Company hereby announces the unaudited interim results of the Company and its subsidiaries (collectively referred to as the "Group") for the six months ended 30 June 2020, together with the comparative figures for the corresponding period in 2019, as follows:

CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS

(Unaudited)

For the six months ended 30 June

Note

2020

2019

RMB'000

RMB'000

(Restated)

Revenue

2

2,173,183

2,368,262

Cost of sales and services

(1,751,571)

(1,942,997)

Gross profit

421,612

425,265

Selling and distribution expenses

(104,627)

(99,576)

General and administrative expenses

(261,108)

(239,963)

Net reversal of impairment losses / (impairment losses) on

financial and contract assets

3,917

(19,979)

Other income

3

60,633

43,856

Other gains /(losses) - net

4

3,239

(4,197)

Operating profit

123,666

105,406

Finance costs

5

(36,865)

(28,105)

Share of profits of associates

9,183

6,975

Profit before income tax

95,984

84,276

Income tax expense

6

(16,386)

(7,709)

Profit for the period

79,598

76,567

Profit for the period attributable to:

Owners of the Company

72,175

69,950

Non-controlling interests

7,423

6,617

79,598

76,567

RMB cent

RMB cent

(Restated)

Earnings per share attributable to owners of the

7

Company

Basic

0.45

0.48

Diluted

0.39

0.39

- 2 -

CONDENSED CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE INCOME

(Unaudited)

For the six months ended 30 June

Note

2020

2019

RMB'000

RMB'000

(Restated)

Profit for the period

79,598

76,567

Other comprehensive income:

Items that may be reclassified to profit or loss:

Exchange differences on translating foreign operations

9,130

4,862

Share of other comprehensive income of associates

77

43

9,207

4,905

Items that will not be reclassified to profit or loss:

Remeasurement of defined benefit liabilities

-

(2,494)

Remeasurement of other employee benefit

-

(401)

-

(2,895)

Other comprehensive income for the period, net of tax

9,207

2,010

Total comprehensive income for the period

88,805

78,577

Total comprehensive income for the period attributable

to:

Owners of the Company

81,386

70,323

Non-controlling interests

7,419

8,254

88,805

78,577

- 3 -

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

(Unaudited)

(Audited)

At 30 June

At 31 December

2020

2019

Notes

RMB'000

RMB'000

ASSETS

Non-current assets

Property, plant and equipment

9

1,164,582

1,203,327

Right-of-use assets

377,361

382,970

Investment properties

254,736

256,835

Intangible assets

10

773,819

776,004

Investments in associates

207,663

204,504

Deferred income tax assets

79,071

74,336

Other non-current assets

2,914

3,716

Total non-current assets

2,860,146

2,901,692

Current assets

Inventories

2,370,223

2,252,450

Contract assets

647,792

673,281

Trade receivables

11

2,027,835

2,402,473

Prepayments and other receivables

523,689

615,621

Financial assets at fair value through other

comprehensive income

15,841

16,829

Amounts due from related parties

32,400

27,165

Financial assets at fair value through profit or loss

502

88

Pledged bank deposits

12,090

34,342

Cash and cash equivalents

726,507

768,386

Total current assets

6,356,879

6,790,635

Total assets

9,217,025

9,692,327

- 4 -

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION (cont'd)

(Unaudited)

(Audited)

At 30 June

At 31 December

2020

2019

Notes

RMB'000

RMB'000

LIABILITIES

Non-current liabilities

Trade and other payables

12

37,302

37,144

Lease liabilities

125,269

122,081

Convertible bonds

13

70,736

73,322

Borrowings

14

551,274

341,819

Deferred income tax liabilities

66,202

70,886

Deferred income

80,437

83,550

Provisions

3,828

2,564

Total non-current liabilities

935,048

731,366

Current liabilities

Trade and other payables

12

1,772,236

1,964,205

Amounts due to related parties

320,960

349,849

Contract liabilities

1,246,063

1,338,812

Current income tax liabilities

29,066

46,598

Borrowings

14

1,229,607

1,585,909

Lease liabilities

11,411

17,683

Financial liabilities at fair value through profit or loss

514

984

Provisions

154,483

138,482

Total current liabilities

4,764,340

5,442,522

Total liabilities

5,699,388

6,173,888

Net assets

3,517,637

3,518,439

EQUITY

Share capital

139,050

136,512

Reserves

2,991,485

2,974,939

Equity attributable to owners of the Company

3,130,535

3,111,451

Non-controlling interests

387,102

406,988

Total equity

3,517,637

3,518,439

- 5 -

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited)

For the six months ended 30 June

2020

2019

RMB'000

RMB'000

(Restated)

Cash flow from operating activities

Profit before income tax

95,984

84,276

Adjustments for:

Depreciation of property, plant and equipment

49,276

37,126

Amortisation of intangible assets

23,633

24,693

Depreciation of right-of-use assets

15,020

10,026

Net (reversal of impairment losses)/ impairment losses on

financial and contract assets

(3,917)

19,979

Reversal of write down of inventories

-

(3,458)

Reversal of penalties

-

(5,350)

Interest income

(1,923)

(1,357)

Interest expense

36,865

28,105

(Gain)/ loss on disposal of property, plant and equipment

(287)

118

(Gain)/ loss on fair value of other financial instruments

(931)

2,591

Gain on settlement of financial liabilities

(1,933)

-

Gain on fair value of investment properties

(304)

-

Loss on disposal of intangible assets

-

175

Loss on disposal of an associate

-

295

Share of profit of associates

(9,183)

(6,975)

Operating profit before working capital changes

202,300

190,244

Inventories

(101,602)

(183,761)

Trade and other receivables, contract assets and financial

assets

493,990

(334,998)

Trade and other payables and contract liabilities

(396,337)

76,343

Provisions

17,076

18,495

Cash generated from/ (used in) operating activities

215,427

(233,677)

Income tax paid

(42,504)

(32,515)

Net cash generated from/ (used in) operating activities

172,923

(266,192)

- 6 -

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (cont'd)

(Unaudited)

For the six months ended 30 June

2020

2019

RMB'000

RMB'000

(Restated)

Cash flow from investing activities

Addition of property, plant and equipment, intangible

assets

(29,484)

(47,597)

Proceeds from sale of property, plant and equipment

543

31

Proceeds from sale of intangible assets

-

6,206

Interest received

1,923

1,357

Dividend received from associates

6,583

3,687

Acquisition of financial assets at fair value through profit

or loss

-

(10,000)

Acquisition of non-controlling interests

(12,000)

-

Settlement of financial liabilities

(1,000)

-

Payment for acquisition of subsidiaries, net of cash

acquired

-

(25,474)

Net cash used in investing activities

(33,435)

(71,790)

Cash flow from financing activities

Proceeds from loans from related parties

160,000

348,000

Repayment of loans from related parties

(208,000)

(400,941)

Proceeds from bank borrowings

1,165,747

760,059

Repayment of bank borrowings

(1,279,585)

(582,473)

Interest paid

(31,954)

(22,824)

Principal elements of lease payments

(14,360)

(8,212)

Dividends paid to non-controlling interests in subsidiaries

(666)

-

Decrease in pledged bank deposits

22,252

45,668

Net cash (used in)/ generated from financing activities

(186,566)

139,277

Net decrease in cash and cash equivalents

(47,078)

(198,705)

Cash and cash equivalents at 1 January

768,386

557,469

Effect of foreign exchange rate changes

5,199

2,676

Cash and cash equivalents at 30 June

726,507

361,440

- 7 -

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY For the six months ended 30 June 2020

(Unaudited)

Attributable to owners of the Company

Convertible

bonds -

Assets

equity

Currency

Non-

Share

Share

revaluation

Surplus

conversion

Other

translation

Retained

controlling

capital

premium

reserve

reserve

reserves

reserves

reserves

earnings

Subtotal

interests

Total

Notes

RMB'000

RMB'000

RMB'000

RMB'000

RMB'000

RMB'000

RMB'000

RMB'000

RMB'000

RMB'000

RMB'000

At 1 January 2019 (restated)

123,522

4,155,439

23,284

9,378

1,369,564

(3,387,348)

44,137

621,285

2,959,261

47,446

3,006,707

Profit for the period

Currency translation differences

Share of other comprehensive income of an associate

Remeasurement of employee benefits

Total comprehensive income for the period

Shares to be issued for acquisition of a subsidiary

Non-controlling interests recognised upon acquisition of a subsidiary

Total transactions with owners, recognised directly in equity

At 30 June 2019 (restated)

-

-

-

-

-

-

-

69,950

69,950

6,617

76,567

-

-

-

-

-

-

3,226

-

3,226

1,636

4,862

-

-

-

-

-

43

-

-

43

-

43

-

-

-

-

-

(2,895)

-

-

(2,895)

-

(2,895)

-

-

-

-

-

(2,852)

3,226

69,950

70,324

8,253

78,577

-

-

-

-

-

137,304

-

-

137,304

-

137,304

-

-

-

-

-

-

-

-

-

321,582

321,582

-

-

-

-

-

137,304

-

-

137,304

321,582

458,886

123,522

4,155,439

23,284

9,378

1,369,564

(3,252,896)

47,363

691,235

3,166,889

377,281

3,544,170

- 8 -

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (cont'd) For the six months ended 30 June 2020

(Unaudited)

Attributable to owners of the Company

Convertible

bonds -

Assets

equity

Currency

Non-

Share

Share

revaluation

Surplus

conversion

Other

translation

Retained

controlling

capital

premium

reserve

reserve

reserves

reserves

reserves

earnings

Subtotal

interests

Total

Notes

RMB'000

RMB'000

RMB'000

RMB'000

RMB'000

RMB'000

RMB'000

RMB'000

RMB'000

RMB'000

RMB'000

At 1 January 2020

136,512

4,578,669

23,284

20,534

1,089,211

(3,651,264)

88,640

825,865

3,111,451

406,988

3,518,439

Profit for the period

-

-

-

-

-

-

-

72,175

72,175

7,423

79,598

Currency translation differences

-

-

-

-

-

-

9,134

-

9,134

(4)

9,130

Share of other comprehensive

income of associates

-

-

-

-

-

77

-

-

77

-

77

Total comprehensive income for

the period

-

-

-

-

-

77

9,134

72,175

81,386

7,419

88,805

Issuance of shares upon

conversion of convertible bonds

2,538

88,374

-

-

(84,936)

-

-

-

5,976

-

5,976

Transaction with non-controlling

interests

-

-

-

-

-

(6,143)

-

-

(6,143)

(5,857)

(12,000)

Dividend to non-controlling

interests

-

-

-

-

-

-

-

-

-

(21,448)

(21,448)

Dividend declared

8

-

(62,135)

-

-

-

-

-

-

(62,135)

-

(62,135)

Total transactions with owners,

recognised directly in equity

2,538

26,239

-

-

(84,936)

(6,143)

-

-

(62,302)

(27,305)

(89,607)

At 30 June 2020

139,050

4,604,908

23,284

20,534

1,004,275

(3,657,330)

97,774

898,040

3,130,535

387,102

3,517,637

- 9 -

Notes:

  • Basis of preparation
    The condensed consolidated financial statements have been prepared in accordance with the applicable disclosure requirements of Appendix 16 to the Rules Governing the Listing of Securities on the Stock Exchange (the "Listing Rules") and with the Hong Kong Accounting Standard 34, Interim Financial Reporting. The accounting policies adopted in preparing the condensed consolidated financial statements for the six months ended 30 June 2020 are consistent with those in preparation of the Group's consolidated financial statements for the year ended 31 December 2019.
    On 23 December 2019, the Company completed the acquisition (the "Ziegler Acquisition") of 60% equity interests of Albert Ziegler GmbH ("Ziegler") from CIMC Top Gear B.V., a subsidiary of China International Marine Containers (Group) Limited ("CIMC"), the Company's controlling shareholder. The consideration of EUR31,470,000 (equivalent to approximately RMB245,346,000) is to be payable by way of cash (or other kind of consideration as may be agreed by the Group and CIMC Top Gear B.V.) within one year from the date of completing the Ziegler Acquisition.
    Ziegler was owned as to 40% by the Company and 60% by CIMC Top Gear B.V. prior to the Ziegler Acquisition. Upon completion of the Ziegler Acquisition, Ziegler became a wholly owned subsidiary of the Company. Since the Company and Ziegler are ultimately controlled by CIMC both before and after the Ziegler Acquisition, it is regarded as a "common control combination". Accordingly, the Group has applied the principles of merger accounting to account for the Ziegler Acquisition in accordance with the Accounting Guideline 5 "Merger Accounting for Common Control Combinations" (the "AG5") issued by the HKICPA.

In applying merger accounting, the condensed consolidated financial statements incorporate the financial statement items of the combining entities in which the common control combination occurs as if they had been combined from the date when the combining entities first came under the control of the controlling party.

The net assets of the combining entities are consolidated using the existing book value from the controlling parties' perspective. No amount is recognised in respect of goodwill or excess of acquirers' interest in the net fair value of acquirees' identifiable assets, liabilities and contingent liabilities over cost at the time of common control combination, to the extent of the continuant of the controlling party's interest.

The condensed consolidated income statement includes the results of each of the combining entities from the earliest date presented or since the date when the combining entities first came under the common control, where this is a shorter period, regardless of the date of the common control combination.

The comparative amounts in the condensed consolidated financial statements are presented as if the combining entities had been combined at the previous balance sheet date unless they first came under common control at a later date.

- 10 -

  • Basis of preparation (cont'd)
    Reconciliation of the results of operations for the period ended 30 June 2019 previously reported by the Group and the restated amounts presented in the condensed consolidated statement of profit or loss are set out below:

For the period ended 30 June 2019

Adjustment

and

The Group

Ziegler

elimination

The Group

RMB'000

RMB'000

RMB'000

RMB'000

(as previously

reported)

(restated)

Revenue

1,582,790

785,472

-

2,368,262

Profit/(loss) for the period

94,739

(24,624)

6,452

76,567

Profit/(loss) attributable to owners of the

Company

87,998

(24,500)

6,452

69,950

Details of the Ziegler Acquisition have been disclosed in the announcement and circular of the Company dated 26 September 2019 and 19 November 2019 respectively.

  • Revenue and segment information
    The Group has three reportable segments which are the Group's strategic business units. The strategic business units offer different goods and services and are managed separately because they require different production techniques and marketing strategies. The Group' Chief Executive Officer ("CEO") manages and monitors the businesses of each of the strategic business unit and reviews the internal management reports at least on a quarterly basis. Reportable segments are identified based on the reports reviewed by the CEO that are used for making strategic decisions, allocating resources and assessing performance. The following summarizes the operations of each of the Group's reportable segments:
    • Airport facilities and automated parking systems: the manufacture and sales of passenger boarding bridges, airport support equipment and automated vehicle parking systems;
    • Materials handling systems: the provision of engineering and computer software solutions for airport logistics, e-commerce, express delivery and warehousing; and
    • Fire engines and rescue: the production and sale of fire engines, fire prevention and fighting equipment and mobile fire stations and rescue stations.

The accounting policies of the reportable segments are the same as those adopted in preparing the condensed consolidated financial statements.

- 11 -

  • Revenue and segment information (cont'd) Information about operating segment profit or loss:
    For the six months ended 30 June 2020 (unaudited)

Airport

facilities and

automated

Materials

parking

Firefighting

handling

systems

and rescue

systems

Total

RMB'000

RMB'000

RMB'000

RMB'000

Timing of revenue recognition

- At a point in time

571,886

1,310,225

4,898

1,887,009

- Over time

84,053

-

202,121

286,174

Revenue from external customers

655,939

1,310,225

207,019

2,173,183

Reportable segment profit /(loss)

before income tax

128,784

12,146

(20,748)

120,182

Unallocated corporate expenses

(33,381)

Share of profits of associates

9,183

Profit before income tax

95,984

Income tax expense

(16,386)

Profit for the period

79,598

Other information:

Depreciation of property, plant

and equipment and right of

use assets

20,213

36,376

7,707

64,296

Amortisation of intangible

assets

5,187

17,757

689

23,633

- 12 -

  • Revenue and segment information (cont'd)
    Information about operating segment profit or loss (cont'd): For the six months ended 30 June 2019 (restated) (unaudited)

Airport

facilities and

automated

Materials

parking

Firefighting

handling

systems

and rescue

systems

Total

RMB'000

RMB'000

RMB'000

RMB'000

Timing of revenue recognition

- At a point in time

711,027

1,265,874

31,973

2,008,874

- Over time

73,625

8,208

277,555

359,388

Revenue from external customers

784,652

1,274,082

309,528

2,368,262

Reportable segment profit /(loss)

before income tax

100,342

18,042

(22,622)

95,762

Unallocated corporate expenses

(18,461)

Share of profits of associates

6,975

Profit before income tax

84,276

Income tax expenses

(7,709)

Profit for the period

76,567

Other information:

Depreciation of property, plant and

equipment and right-of-use

assets

16,093

24,524

6,535

47,152

Amortisation of intangible assets

4,821

19,080

792

24,693

3

Other income

(Unaudited)

For the six months ended 30 June

2020

2019

RMB'000

RMB'000

(Restated)

Rental income

17,434

20,365

Government grants

32,298

8,120

Sale of scrap materials

3,415

2,256

Compensation and indemnities

-

2,409

Interest income

1,923

1,357

Revenue from canteens

172

363

Others

5,391

8,986

60,633

43,856

- 13 -

4

Other gains/(losses) - net

(Unaudited)

For the six months ended 30 June

2020

2019

RMB'000

RMB'000

(Restated)

Gain/(loss) on disposal of property, plant and equipment

287

(118)

Gain/(loss) on fair value of other financial instruments

931

(2,591)

Gain on settlement of financial liabilities

1,933

-

Gain on fair value of investment properties

304

-

Reversal of penalties

-

5,350

Loss on disposal of an associate

-

(295)

Loss on disposal of intangible assets

-

(175)

Net foreign exchange losses

(2,438)

(4,153)

Others

2,222

(2,215)

3,239

(4,197)

5

Finance costs

(Unaudited)

For the six months ended 30 June

2020

2019

RMB'000

RMB'000

(Restated)

Interest expenses on loans from related parties

5,250

7,458

Interest expenses on bank borrowings

24,780

12,697

Interest expenses on convertible bonds

3,947

4,522

Interest expenses on leases

2,236

2,340

Others

652

1,088

36,865

28,105

  • Income tax expense
    Income tax expense has been recognised in profit or loss as follows:

(Unaudited)

For the six months ended 30 June

2020

2019

RMB'000

RMB'000

(Restated)

Current income tax

Current tax on profits for the period

25,965

24,204

Over provision in prior years

(993)

(1,375)

24,972

22,829

Deferred income tax

(8,586)

(15,120)

Income tax expense

16,386

7,709

- 14 -

  • Income tax expenses (cont'd)
    Income tax on profits arising from the group entities in the PRC and other countries have been provided for based on the prevailing tax rates applicable to the respective group entities.
  • Earnings per share

The calculations of the basic and diluted earnings per share are based on the following:

(Unaudited)

For the six months ended 30 June

2020

2019

Earnings

Notes

RMB'000

RMB'000

(Restated)

Profit attributable to owners of the Company for the

purpose of calculating basic earnings per share

72,175

69,950

Finance costs saving on conversion of convertible

bonds outstanding, net of tax

3,296

3,776

Profit attributable to owners of the Company for the

purpose of calculating diluted earnings per share

75,471

73,726

Number of shares

'000

'000

Weighted average number of ordinary shares for the

purpose of calculating basic earnings per share

15,947,792

14,471,904

Effect of dilutive potential ordinary shares arising from

convertible bonds outstanding

3,553,847

4,478,170

Effect of dilutive ordinary shares to be issued for

acquisition of a subsidiary

i

-

188,934

Weighted average number of ordinary shares for the

purpose of calculating diluted earnings per share

19,501,639

19,139,008

Note i: The shares to be issued at 30 June 2019 were for the acquisition of Shanghai Jindun Special Vehicle Equipment Co., Ltd. (上海金盾特種車輛裝備有限公司) ("Shanghai Jindun") which was completed in April 2019. The shares were issued in September 2019.

There was no dilutive effect of the share options granted to the earnings per share as the average market prices of the shares of the Company for the six months ended 30 June 2019 and 2020 were lower than the exercise price of the share options granted.

8 Dividends

2020

2019

RMB'000

RMB'000

Final dividend for the year ended 31 December 2019 of

HK0.42 cent (2018: nil) per fully paid share of the

Company, paid out of the share premium account of

the Company

62,135

-

The Board does not recommend the payment of a dividend for the six months ended 30 June 2020 (2019: nil).

- 15 -

9

Property, plant and equipment

Machinery and

Office and other

Construction in

Land and buildings

equipment

Motor vehicles

equipment

progress

Total

RMB'000

RMB'000

RMB'000

RMB'000

RMB'000

RMB'000

At December 31 2019 (audited)

Cost

1,111,539

224,327

15,686

146,703

57,216

1,555,471

Accumulated depreciation

(175,861)

(78,509)

(5,632)

(92,142)

-

(352,144)

Carrying value

935,678

145,818

10,054

54,561

57,216

1,203,327

For the period ended 30 June 2020

(unaudited)

Carrying value at 1 January 2020

935,678

145,818

10,054

54,561

57,216

1,203,327

Reclassification

974

2,095

-

40

(3,109)

-

Reclassified to right-of-use assets

-

(1,982)

-

-

-

(1,982)

Additions

4,936

1,456

770

2,020

1,366

10,548

Disposals and write-offs

-

(168)

(72)

(16)

-

(256)

Depreciation charge

(25,102)

(13,023)

(1,616)

(9,535)

-

(49,276)

Currency translation difference

1,686

140

(6)

406

(5)

2,221

Carrying value at 30 June 2020

918,172

134,336

9,130

47,476

55,468

1,164,582

At 30 June 2020 (unaudited)

Cost

1,120,256

210,626

16,379

149,710

55,468

1,552,439

Accumulated depreciation

(202,084)

(76,290)

(7,249)

(102,234)

-

(387,857)

Carrying value

918,172

134,336

9,130

47,476

55,468

1,164,582

- 16 -

10 Intangible assets

Operating

rights

for automated

parking

Development

Customer

Order

Goodwill

Software

system

Patents

costs

Trademark

relationships

backlog

Total

RMB'000

RMB'000

RMB'000

RMB'000

RMB'000

RMB'000

RMB'000

RMB'000

RMB'000

At December 31 2019

(audited)

Cost

395,038

48,251

48,935

178,876

55,100

106,333

51,222

45,904

929,659

Accumulated amortisation

and impairment

(5,288)

(17,796)

(13,745)

(41,883)

(18,089)

-

(17,371)

(39,483)

(153,655)

Carrying value

389,750

30,455

35,190

136,993

37,011

106,333

33,851

6,421

776,004

For the period ended

30 June 2020 (unaudited)

Carrying value at

1 January 2020

389,750

30,455

35,190

136,993

37,011

106,333

33,851

6,421

776,004

Additions

-

2,291

-

35

16,610

-

-

-

18,936

Disposal and written off

-

-

-

-

-

-

-

-

-

Amortisation charges

-

(2,477)

(1,351)

(9,683)

(707)

-

(8,108)

(1,307)

(23,633)

Currency translation

difference

-

511

-

893

1,111

-

-

(3)

2,512

Carrying value at

30 June 2020

389,750

30,780

33,839

128,238

54,025

106,333

25,743

5,111

773,819

At 30 June 2020 (unaudited)

Cost

395,038

51,318

48,935

179,237

73,183

106,333

51,222

45,917

951,183

Accumulated amortisation

and impairment

(5,288)

(20,538)

(15,096)

(50,999)

(19,158)

-

(25,479)

(40,806)

(177,364)

Carrying value

389,750

30,780

33,839

128,238

54,025

106,333

25,743

5,111

773,819

- 17 -

11 Trade receivables

(Unaudited)

(Audited)

At 30 June

At 31 December

2020

2019

RMB'000

RMB'000

Trade receivables

2,140,836

2,521,816

Less: provision for impairment of trade receivables

(113,001)

(119,343)

2,027,835

2,402,473

The movements of provision for impairment for trade receivables were as follows:

(Unaudited)

(Audited)

At 30 June

At 31 December

2020

2019

RMB'000

RMB'000

At beginning of the period / year

119,343

99,864

Provision for trade receivables

10,355

48,279

Unused amount reversed

(14,108)

(25,447)

Allowance utilised

(2,552)

(3,952)

Currency translation differences

(37)

599

At end of the period / year

113,001

119,343

The credit period granted to customers ranged from 30 days to 180 days. The aging analysis of trade receivables, based on the invoice date, before provision for impairment were as follows:

(Unaudited)

(Audited)

At 30 June

At 31 December

2020

2019

RMB'000

RMB'000

0 - 90 days

1,143,006

1,789,339

91 - 180 days

186,466

153,887

181 - 360 days

423,602

299,810

Over 360 days

387,762

278,780

2,140,836

2,521,816

- 18 -

12 Trade and other payables

(Unaudited)

(Audited)

At 30 June

At 31 December

2020

2019

RMB'000

RMB'000

Note

Non-current

Advances received

7,101

8,385

Other payables

470

4,467

Employees retirement benefit obligations

29,731

24,292

37,302

37,144

Current

Trade payables

917,851

1,034,286

Dividends payable

i

162,000

79,083

Convertible bonds interests payable

193

908

Staff salaries, bonuses, welfare payables and

employees benefit obligations

160,063

159,409

Accruals and other payables

532,129

690,519

1,772,236

1,964,205

Note i: Dividends payable at 30 June 2020 included the final dividend for the year ended 31 December 2019 declared by the Company, amounted to RMB62,135,000, which was paid on 31 July 2020. The remaining balance were the dividends payable to (i) China International Marine Containers (Hong Kong) Ltd, the then shareholder of a subsidiary of the Company, declared in the financial years of 2011 and 2013; and (ii) the non-controlling shareholders of two subsidiaries of the Company.

The aging analysis of trade payables, based on the date of receipt of goods, were as follows:

(Unaudited)

(Audited)

At 30 June

At 31 December

2020

2019

RMB'000

RMB'000

0 - 60 days

629,092

729,587

61 - 120 days

70,197

96,961

121 - 240 days

65,838

60,851

Over 240 days

152,724

146,887

917,851

1,034,286

- 19 -

13

Convertible bonds

(Unaudited)

(Audited)

At 30 June

At 31 December

2020

2019

RMB'000

RMB'000

Liability component at beginning of the period / year

73,322

84,327

Conversion into shares of the Company

(5,976)

(18,563)

Interest charged

3,947

8,898

Interest accrued

(557)

(1,340)

Liability component at end of the period / year

70,736

73,322

14

Borrowings

(Unaudited)

(Audited)

At 30 June

At 31 December

2020

2019

Note

RMB'000

RMB'000

Non-current

Bank borrowing, unsecured

114,450

-

Bank borrowing, secured

i

316,824

341,819

Loan from ultimate holding company, unsecured

120,000

-

551,274

341,819

Current

Loans from an associate, unsecured

30,000

198,000

Bank borrowings, unsecured

430,959

613,316

Bank borrowings, secured

ii

768,648

774,593

1,229,607

1,585,909

Total borrowings

1,780,881

1,927,728

Note i: The bank borrowings were secured by the Group's equity interests in two of its subsidiaries.

Note ii: The bank borrowings were secured by corporate guarantees given by an intermediate holding company and the ultimate holding company of the Company.

- 20 -

15 Related party transactions

In addition to those related party transactions and balances disclosed elsewhere in the condensed consolidated financial statements, the Group had the following transactions with its related parties during the period ended 30 June 2020.

(Unaudited)

For the six months ended 30 June

20202019

RMB'000 RMB'000 (Restated)

Sales of goods and/or services to

-

fellow subsidiaries

6,093

51,308

Purchase of goods and/or services from

-

fellow subsidiaries

1,035

1,705

-

an associate

-

93

Transportation services from

-

a fellow subsidiary

4,705

-

Interest expenses to

-

ultimate holding company

1,820

1,032

-

an intermediate holding company

-

39

- an immediate holding company

3,179

3,488

-

an associate

3,430

6,387

- a substantial shareholder of the Company

-

329

Financial charges to

-

an associate

54

-

Lease expenses to

  • Related company under the common control of the same party with a shareholder with

significant influence in the ultimate holding

company

864

864

-

a fellow subsidiary

1,222

1,436

Lease income from

-

a fellow subsidiary

305

480

Interest income from

-

an associate

460

104

Borrowings from

-

ultimate holding company

120,000

-

-

an associate

40,000

348,000

Repayment of borrowings to

-

an associate

208,000

400,941

- 21 -

SHARE OPTIONS

As at 30 June 2020, the Company had the following share options outstanding which were granted to certain directors of the Company and full time employees of the Group in accordance with the terms of the share option scheme of the Company adopted on 29 May 2009 (the "2009 Share Option Scheme").

Number of shares of HKD0.01 each of the Company issuable

under the options

Percentage

of issued

Outstanding

Outstanding

Exercise

share

at

Granted

Exercised

at

price

capital of

1 January

during the

during the

30 June

(HKD)

the

Grantees

2020

Period

period

2020

Company

Directors of the Company

Mr. Jiang Xiong

4,000,000

-

-

4,000,000

0.42

0.025%

Dr. Loke Yu

4,000,000

-

-

4,000,000

0.42

0.025%

Mr. Heng Ja Wei

4,000,000

-

-

4,000,000

0.42

0.025%

Mr. Ho Man

2,000,000

-

-

2,000,000

0.42

0.012%

14,000,000

-

-

14,000,000

0.087%

Other employees

101,625,000

-

-

101,625,000

0.42

0.627%

115,625,000

-

-

115,625,000

0.714%

The shares options outstanding at 1 January 2020 and 30 June 2020 were granted to the grantees on 26 August 2015. They will be valid for 10 years from 26 August 2015 to 25 August 2025 (both dates inclusive). The share options granted were all vested on 11 July 2017.

The 2009 Share Option Scheme, which was adopted for a term of 10 years, was expired on 28 May 2019. Upon the expiry of the 2009 Share Option Scheme, no further options would be granted thereunder. However, the provisions of the 2009 Share Option Scheme shall remain in full force to the extent necessary to give effect to the exercise of the options in the table above, which were granted during the life of the 2009 Share Option Scheme, and continue to be exercisable in accordance with their terms of issue.

A new share option scheme was adopted by the Company on 13 December 2019 (the "New Share Option Scheme"). The purpose of the New Share Option Scheme is to enable the Company to grant Options to selected full time employees (including directors) of the Group as incentives or rewards for their contribution or potential contribution to the Group and to enable the Group to recruit and retain high-calibre employees and attract human resources that are valuable to the Group. Subject to the terms of the New Share Option Scheme, the total number of Shares which may be issued upon exercise of all options to be granted under the New Share Option Scheme is 1,561,436,648 Shares, being 10% of the total number of Shares in issue as at the date of approval of the New Share Option Scheme, and approximately 9.6% of the Company's issued share capital as at the date of this announcement. No share option has been granted under the New Share Option Scheme up to the date of this announcement.

Save as disclosed, no share options were granted, exercised, cancelled or lapsed during the period ended 30 June 2020.

- 22 -

MANAGEMENT DISCUSSION AND ANALYSIS

Business review

Revenue of the Group for the six months ended 30 June 2020 decreased approximately 8.2% to RMB2,173.2 million as compared to the corresponding period last year. On the other hand, profit before income tax reported an increase of approximately 13.9% to RMB96.0 million and profit after tax an increase of approximately 4.0% to RMB79.6 million.

An analysis of the Group's business by its business segment are as follows:

Airport facilities and automated parking systems

Revenue: RMB655.9 million (2019: RMB784.7 million); segment profit before income tax (included

pandemic-relief government subsidies): RMB128.8 million (2019: RMB100.3 million)

Struck by the covid-19, the production, delivery and installation schedules of all types of products of the segment, whether passengers boarding bridges (PBB), airport special vehicles and automated parking systems, were affected and resulted in the decrease in revenue recognised for the period. In spite of this, there was an increase in the segment profit because, during the period, (i) a number of sizable PBB contracts with higher-than-average gross margins were completed that compensated the lost in profit from revenue downturn; (ii) over RMB15 million government subsidies, primarily pandemic-related reliefs, were received; and (iii) the reduction in promotion expenses as a result of the disease prevention and control measures like gathering ban and travel restrictions.

The Group has been catching up with the progress lagged with the relaxation of virus containing measures in different locations. It is expected that most of the projects will be completed as originally planned in the second half of 2020, if the viral infection situation is kept under control. The Group expects that demand for airport facilities will pick up soon when the virus is seen-off. Stable demand for equipment replacement, intelligentization and maintenance services is anticipated to keep airports ready for travelers to get back in the sky safely.

Firefighting and rescue

Revenue: RMB1,310.2 million (2019: RMB1,274.1 million); segment profit before income tax:

RMB12.1 million (2019: RMB18.0 million)

As explained in Note 1 "Basis of preparation" to the condensed consolidated financial statements, merger accounting was adopted to account for the Ziegler Acquisition that was completed in December 2019. Revenue and profit of the firefighting and rescue segment for 2019 comparatives have been restated to include those of Ziegler.

Revenue for the period increased despite the impact of the covid pandemic because of the full period contribution of Shanghai Jindun and Shenyang Jietong Fire Truck Co., Ltd. ("Shenyang Jietong"), the two subsidiaries acquired in April 2019 and June 2019, respectively, for the six months ended 30 June 2020, in contrast with revenue since acquisition that was consolidated into the Group's for the

- 23 -

corresponding period last year.

Suffering from the sweeping pandemic impacts, production schedules of the segment were affected by supply chain disruptions, imported chassis, in particular. Fire engines equipped with imported chassis are normally advanced models sold at higher profit margins, the supply problem has adversely affected the profit of the segment. Postponement or extension of tendering due to pandemic has been another cause of the unsatisfactory performance for the period. Companies in the segment with inadequate order backlogs have suffered significant profit setback.

Following the completion of acquisitions last year, the Group has been working on integrating all entities in the segment to consolidate the synergistic effects from the enlarged product portfolio and geographical markets. This hopefully will provide the Group a good foundation to combat against the uncertainties in the post-pandemic. Demand for fire and rescue apparatus is comparatively less sensitive to changes in economic conditions than consumer goods, a stable post-pandemic market is in anticipation. As a leading fire and rescue apparatus manufacturer, the Group will work all its best to capture every opportunities arise.

Material Handling Systems

Revenue: RMB207.0 million (2019: RMB309.5 million); segment loss before income tax: RMB20.7

million (2019: loss of RMB22.6 million)

As delivery and installation schedules of most of the projects were hit by the covid pandemic, revenue of the segment for the period dropped by almost one-third as compared to last year. Loss, on the other hand, was cut by 8.3% because of the improved project management and costs controls following the internal restructuring last year. Reduction in travelling and other promotion expenses due to movement curbs have also reduced the loss for the period.

The covid pandemic has given a hard hit to many industries but it has fuelled the digital surge indeed. As shops were forced to close during the restriction period, digital sales took over when online shopping became a must instead of a choice. Work from home and shop from home may become the new trend of life that energise e-commerce even after the pandemic. E-commerce must go with reliable and efficient delivery and warehousing services to succeed. As a reliable supplier of automatic logistics systems, with products cover baggage and parcels handling, air cargos handling and automatic intelligent warehousing, the Group is in a good stand to thrive on the e-commerce escalation.

- 24 -

Financial resources and liquidity

The Group had a negative net cash balance of approximately RMB1,042.3 million at 30 June 2020 (31 December 2019: negative net cash balance of approximately RMB1,125 million) which was broken down as follows:

At 30 June

At 31 December

2020

2019

RMB'000

RMB'000

Cash and cash equivalent

726,507

768,386

Pledged bank deposits

12,090

34,342

738,597

802,728

Borrowings:

- from banks - short term

(1,199,607)

(1,387,909)

- from an associate - short term

(30,000)

(198,000)

- from banks - long term

(431,274)

(341,819)

- from the ultimate holding company - long term

(120,000)

-

(1,780,881)

(1,927,728)

Net cash and cash equivalent

(1,042,284)

(1,125,000)

The pledged bank deposits at 30 June 2020 and 31 December 2019 were mainly pledged for bid bond guarantee, performance guarantee and guarantee for letter of credit issued by certain subsidiaries.

The Group's cash flow from operating activities turned into net cash inflow for the six months ended 30 June 2020. The improvement was primarily due to the heightened focus on receivables management and cash management, particularly in the pandemic hard time. More works are required on inventory control to speed up its turnover to release cash tied up.

As at 30 June 2020, current assets and current liabilities of the Group were approximately RMB6,356.9 million (31 December 2019: RMB6,790.6 million) and RMB4,764.3 million (31 December 2019: RMB5,442.5 million) respectively. The current ratio was approximately 1.33 times (31 December 2019:

1.25 times). The slight increase in current ratio was attributable to the repayment of some short-term loans by long-term loans during the period. Taking into consideration of the financial costs and the goal of maintaining financial stability, the Group aims to increase the proportion of long-term borrowings to 40% to 50% of the total borrowings for an optimal structure of long-term and short-term borrowings.

Because of the improvement in operating cash flow, the Group's gearing ratio, which was calculated as interest bearing debt / total equity, decreased from 62.7% at 31 December 2019 to 58.4% at 30 June 2020. The interest bearing debt was the sum of the outstanding balances of borrowings, lease liabilities, convertible bonds and interest-bearing advance from a related company at end of the respective periods. The Group targets to further reduce the gearing ratio and will weigh all factors in determining the modes of financing for future business development and a reasonable degree of financial leverage will be maintained.

- 25 -

Some of the Group's revenue and costs and expenses are settled in currencies other than the functional currencies of the Group's subsidiaries. To mitigate exposure to exchange rates volatility, the Group enters into forward foreign currency contracts as and when considered appropriate.

Specific performance obligations under the banking facilities

The Company, as borrower, signed a general banking facilities letter (the "Facilities") with a bank (the "Bank"), as lender, for, amongst others, a revolving loan of up to HK$300,000,000 on 15 June 2020. The Facilities shall expire and all amounts borrowed under the Facilities shall be repaid in full on 30 September 2020. The Facilities impose, inter alia, a condition that, CIMC, being the controlling shareholder (as defined under the Listing Rules) of the Company as at the date of signing the Facilities, shall hold, whether directly or indirectly, not less than 50% shareholding of the Company throughout the life of the Facilities (the "Specific Performance Obligation"). The failure to comply with the Specific Performance Obligation would constitute an event of default.

Since 26 June 2020, the shareholding of the Company held by CIMC has been decreased to 49.2%, a shareholding level lower than that required by the Specific Performance Obligation, due to the increase in the number of issued shares of the Company as a result of the issuance of conversion shares upon conversion rights exercised by a bondholder. The Bank has granted the Company a waiver to comply with the Specific Performance Obligation as at the date of this announcement.

Use of proceeds from Subscription

Pursuant to a subscription agreement dated 6 February 2018, the Company issued 673,225,000 shares of the Company to State-Owned Enterprise Structural Adjustment China Merchants Buyout Fund (Limited Partnership)* ( 深圳國調招商併購股權投資基金合夥企業(有限合夥)), a limited partnership established in the PRC, at HKD0.366 (the "Subscription"). The Subscription was completed on 4 May 2018. The net proceeds from the Subscription were approximately HK$243.7 million (equivalent to approximately RMB196.4 million) (the "Net Proceeds"). Details of the Subscription have been set out in the circular of the Company dated 15 March 2018 (the "Subscription Circular").

As at 30 June 2020, the status of the remaining unutilised balance of Net Proceeds was as follows:

- 26 -

Intended

Remaining

use of Net

balance of Net

Proceeds

Utilisation of Net Proceeds

Proceeds at

Up to 31 From 1 January

December 2019

to 30 June 2020

30 June 2020

Approximately RMB (million)

Construction of a new PBB factory

in the United States of America

58.8

-

-

58.8

Expansion of the PBB business of

Pteris Global Limited and its

subsidiaries into overseas market

58.8

58.8

-

-

Research and development

activities

58.8

58.8

-

-

General working capital

20.0

20.0

-

-

Total

196.4

137.6

-

58.8

The Group has applied the net proceeds from the Subscription in accordance with the proposed applications as set out in the Subscription Circular.

The amount of Net Proceeds of approximately RMB58.8 million allocated for construction of a new PBB factory in the United States of America was originally expected to be utilised by the second quarter of 2020. However, given the unstable economy and uncertainties in the recent business and operating environment, particularly in view of the current China-US relations, the use of the Net Proceeds allocated will be further delayed. The Board will closely monitor the business environment and review the Group's business and operations from time to time. The Group will make further announcement in relation to any updates or material change in the use of the unutilised Net Proceeds in compliance with the Listing Rules as and when appropriate.

Investments, disposals, capital commitments, contingent liabilities and pledge of assets

Capital commitment

As at 30 June 2020, the Group had capital commitment in respect of:

  1. Construction of factory premises amounted to approximately RMB48 million (31 December 2019: RMB48 million); and
  2. Investment amount committed to the local government of the county in Sichuan where one of the Group's factory is located amounted to approximately RMB0.9 million (31 December 2019: RMB2 million).

Pledge of assets

As at 30 June 2020, the Group's bank borrowings with an outstanding balances of approximately RMB316.8 million (31 December 2019: RMB341.8 million) were secured by the Group's equity interests in Shanghai Jindun and Shenyang Jietong, subsidiaries engaged in the manufacturing and sales of fire engines and firefighting and prevention equipment.

- 27 -

Save as disclosed herein, the Group had no material investments, acquisitions or disposals during the six months ended 30 June 2020 and had no material capital commitment, contingent liabilities and pledged of assets as at 30 June 2020.

Employees and remuneration policies

For the six months ended 30 June 2020, the Group had 5,149 staff (2019: 5,221) and incurred staff costs

(excluding directors' remuneration) of approximately RMB497.7 million (2019: RMB492 million). The decrease in number of staff was due to natural attrition. Staff costs rose primarily because of (i) the annual review; and (ii) six months costs of Shanghai Jindun and Shenyang Jietong included in the total staff costs for 2020 as compared to a few months since acquisition for 2019. In contrast, the increase in staff costs was partially offset as certain Group entities in the PRC were allowed to have their monthly social insurance contributions deferred since February 2020 as a government pandemic-relief measures. Since the principles of merger accounting was adopted to account for the Ziegler Acquisition, staff number and staff costs for 2019 comparatives have been restated to include that of Ziegler. Staff are remunerated by a monthly salaries payment plus performance incentives payable quarterly or yearly. All full-time employees are entitled to medical, provident funds and housing funds contributions. The Group adopted share option schemes which offer eligible employees an incentive for better performance and loyalty with the Group.

The Group arranges in-house trainings periodically to staff at all levels according to their needs, like orientations on corporate culture, policies, products knowledge and basic job skills for new staff; leadership, management and strategic planning skills for managerial staff; and seminars and workshops on selected topics like project management, costs management, business planning and work safety. Employees may apply for subsidies to participate in job relevant trainings offered by recognised institutions.

- 28 -

DIRECTORS' AND CHIEF EXECUTIVE'S INTEREST IN THE COMPANY'S SECURITIES

Save as disclosed below, as of 30 June 2020, none of the directors or chief executive has any interest or short positions in the shares, underlying shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the Securities and Future Ordinance (Cap. 571 of the Laws of Hong Kong) ("SFO")) which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short positions which they were taken or deemed to have under such provisions of the SFO), or were required, pursuant to section 352 of the SFO to be entered in the register required to be kept therein or which were required, pursuant to the Model Code for Securities Transactions by directors of Listed Companies of the Listing Rules, to be notified to the Company and the Stock Exchange.

Long positions in ordinary shares of the Company

Number of issued

Percentage of

shares of HKD0.01

issued share capital

Capacity and types of

each of the

of the Company at

Name of Director

interest

Company held

30 June 2020

Mr. Jiang Xiong

Beneficial owner

981,600,000

6.05%

Mr. Zheng Zu Hua

Beneficial owner

4,600,000

0.03%

Save disclosed above, Mr. Zheng Zu Hua owns 7.2% of the equity interests of Shenzhen TGM Ltd.* (深 圳特哥盟科技有限公司) ("TGM") which indirectly holds 2,366,751,693 Shares, representing 14.59% of the issued share capital of the Company as at 30 June 2020.

Options to subscribe for ordinary shares in the Company

Certain directors of the Company were granted share options which when exercised were eligible to subscribe for, in total, 14,000,000 shares of the Company. Details of the share options granted has been set out in the section "SHARE OPTIONS" to this announcement.

SUBSTANITAL SHAREHOLDERS' INTERESTS AND / OR SHORT POSITIONS IN THE SHARES, UNDERLYING SHARES OF THE COMPANY

As at 30 June 2020, the register of substantial shareholders maintained by the Company pursuant to Section 336 of the SFO shows that other than the interests disclosed above in respect of certain directors of the Company, the following shareholders had notified the Company of their relevant interests in the issued share capital of the Company.

- 29 -

SUBSTANITAL SHAREHOLDERS' INTERESTS AND / OR SHORT POSITIONS IN THE SHARES, UNDERLYING SHARES OF THE COMPANY (cont'd)

Long positions in the ordinary shares and shares interested under equity derivatives of the Company

Number of

Total number

shares

Number of

of shares/

interested

shares

underlying

Capacity/

(other than

Percentage

interested

shares under

Percentage

type of

under equity

as at 30

under equity

equity

as at 30

Shareholders

interest

derivatives)

June 2020

derivatives

derivatives

June 2020

(Note 10)

(Note 10)

(Note 11)

(Note 11)

(Note 12)

Sharp Vision Holdings

Beneficial

6,755,369,842

41.65%

2,863,592,755

9,618,962,597

49.03%

Limited ("Sharp Vision")

owner

CIMC Top Gear B.V.

Beneficial

1,223,571,430

7.54%

-

1,223,571,430

6.24%

owner

Cooperatie CIMC U.A.

Interest of a

1,223,571,430

7.54%

-

1,223,571,430

6.24%

controlled

corporation

(Note 1)

China International

Interest of a

7,978,941,272

49.20%

2,863,592,755

10,842,534,027

55.27%

Marine Containers (Hong

controlled

Kong) Limited ("CIMC

corporation

HK")

(Note 2 & 3)

CIMC

Interest of a

7,978,941,272

49.20%

2,863,592,755

10,842,534,027

55.27%

controlled

corporation

(Note 4)

Fengqiang Holdings

Beneficial

2,366,751,693

14.59%

-

2,366,751,693

12.06%

Limited("Fengqiang")

owner

Fengqiang Hong Kong

Interest of a

2,366,751,693

14.59%

-

2,366,751,693

12.06%

Co., Limited ("Fengqiang

controlled

HK")

corporation

(Note 5)

TGM

Interest of a

2,366,751,693

14.59%

-

2,366,751,693

12.06%

controlled

corporation

(Note 5)

Genius Earn Limited

Beneficial

20,000,000

0.12%

-

20,000,000

0.10%

owner

Lucky Rich Holdings

Beneficial

1,540,798,770

9.50%

-

1,540,798,770

7.85%

Limited ("Lucky Rich")

owner

Shanghai Yunrong

Interest of a

1,540,798,770

9.50%

-

1,540,798,770

7.85%

Investment Centre* (上海

controlled

蘊融投資中心(有限合

corporation

夥))

(Note 6)

Shenzhen Jiuming

Interest of a

1,540,798,770

9.50%

-

1,540,798,770

7.85%

Investment Consulting

controlled

Co., Ltd.*

corporation

(深圳市久名投資諮詢有

(Note 6)

限公司)

Liu Xiaolin

Interest of a

1,560,798,770

9.62%

-

1,560,798,770

7.96%

controlled

corporation

(Note 7)

- 30 -

Number of

Total number

shares

Number of

of shares/

interested

shares

underlying

Capacity/

(other than

Percentage

interested

shares under

Percentage

type of

under equity

as at 30

under equity

equity

as at 30

Shareholders

interest

derivatives)

June 2020

derivatives

derivatives

June 2020

(Note 10)

(Note 10)

(Note 11)

(Note 11)

(Note 12)

Yang Yuan

Interest of

1,560,798,770

9.62%

-

1,560,798,770

7.96%

Spouse

(Note 8)

Dazi Dingcheng Capital Investment Co., Ltd.*

(達孜縣鼎誠資本投資有 限公司

Beijing Zhongrong

Dingxin Investment

Management Co., Ltd.*

(北京中融鼎新投資管理 有限公司)

Zhongrong International Trust Co., Ltd.* (中融國

際信託有限公司)

Interest of a

1,540,798,770

9.50%

-

1,540,798,770

7.85%

controlled

corporation

(Note 9)

Interest of a

1,540,798,770

9.50%

-

1,540,798,770

7.85%

controlled

corporation

(Note 9)

Interest of a

1,540,798,770

9.50%

-

1,540,798,770

7.85%

controlled

corporation

(Note 9)

Jingwei Textile Machinery

Interest of a

1,540,798,770

9.50%

-

1,540,798,770

7.85%

Co., Ltd

controlled

corporation

(Note 9)

  • The English translations of the Chinese names of such PRC entities are provided for identification purpose only. Notes:
  1. Cooperatie CIMC U.A. is beneficially interested in the entire share capital of CIMC Top Gear B.V. and is taken to be interested in the 1,223,571,430 shares in which CIMC Top Gear B.V. has declared interest for the purpose of the SFO.
  2. CIMC HK and CIMC are beneficially interested in 1% and 99% respectively of the issued share capital of Cooperatie CIMC U.A. and are taken to be interested in the 1,223,571,430 shares in which Cooperatie CIMC U.A. has declared interest for the purpose of the SFO.
  3. CIMC HK is beneficially interested in the entire share capital of Sharp Vision and is taken to be interested in the 6,755,369,842 shares and 2,863,592,755 shares interested under equity derivatives in which Sharp Vision has declared interest for the purpose of the SFO.
  4. CIMC is beneficially interested in the entire share capital of CIMC HK and is taken to be interested in the 7,978,941,272 shares and 2,863,592,755 shares interested under equity derivatives in which CIMC HK in which CIMC HK has declared interest for the purpose of the SFO.
  5. Fengqiang HK is beneficially interested in the entire share capital of Fengqiang and is deemed or taken to be interested in the 2,366,751,693 shares in which Fengqiang has declared an interest for the purpose of the SFO. TGM is benefically interested in the entire share capital of Fengqiang HK and is deemed or taken to be interested in the 2,366,751,693 shares in which Fengqiang HK has declared an interest for the purpose of the SFO.

- 31 -

  1. Shanghai Yunrong is beneficially interested in the entire share capital of Lucky Rich and is deemed or taken to be interested in the 1,540,798,770 shares in which Lucky Rich has declared an interest for the purpose of SFO. Shenzhen Jiuming Investment Consulting Co., Ltd. is beneficially interested in 0.2% of Shanghai Yunrong.
  2. Mr. Liu Xiaolin is beneficially interested in the entire share capital of Genius Earn Ltd. and is deemed or taken to be interested in the 20,000,000 shares in which Genius Earn Ltd. has declared an interest for the purpose of SFO. Mr. Liu Xiaolin is beneficially interested in the entire share capital of Shenzhen Jiuming Investment Consulting Co., Ltd.
  3. Ms. Yang Yuan is the spouse of Mr. Liu Xiaolin. Ms. Yang Yuan is taken to be interested in the shares in which Mr. Liu Xiaolin has declared interest for the purpose of the SFO.
  4. Dazi Dingcheng Capital Investment Co., Ltd. is beneficially interested in 0.2% of the issued share capital of Shanghai Yunrong. Beijing Zhongrong Dingxin Investment Management Co., Ltd is beneficially interested in the entire issued share capital of Dazi Dingcheng Capital Investment Co., Ltd. and is beneficially interested in 88.5% of the issued share capital of Shanghai Yunrong. Zhongrong International Trust Co., Ltd. is beneficially interested in the entire issued share capital of Beijing Zhongrong Dingxin Investment Management Co., Ltd. Jingwei Textile Machinery Co., Ltd. is beneficially interested in 37.47% of the issued share capital of Zhongrong International Trust Co., Ltd.
  5. The number of shares and percentage stated represents the number of shares held as stated in the relevant disclosure of interest forms and as percentage of the issued share capital of the Company at 30 June 2020.
  6. Number of shares represents the number of shares held assuming all of the outstanding convertible bonds held have been fully converted.
  7. Percentage calculated based on the total number of shares of the Company in issue, assuming (i) all of the convertible bonds of the Company have been fully converted; and (ii) all of the share options of the Company have been exercised.

Other than as disclosed above, the Company has not been notified of any other interests or short position in the issued share capital of the Company as at 30 June 2020.

COMPETING INTERESTS

None of the directors of the Company or the management shareholder of the Company and their respective associates (as defined in the Listing Rules) had any interest in a business which competes or may compete with the business of the Group or had any other conflicts of interest, which any such person has or may have with the Group.

- 32 -

DIRECTORS' INTERESTS IN CONTRACTS OF SIGNIFICANCE

No contracts of significance to which the Company or any of its subsidiaries was a party and in which a director of the Company had a material interest, whether directly or indirectly, subsisted at the end of the period or at any time during the period.

DIRECTORS' SECURITIES TRANSACTIONS

During the period ended 30 June 2020, the Company has adopted a code of conduct regarding directors' securities transactions on terms no less exacting than the required standard set out in the Model Code in Appendix 10 of the Listing Rules. Having made enquiry of all directors, they confirmed that they have complied with the required standard set out in the Model Code and its code of conduct regarding directors' securities transactions.

PURCHASE, SALE OR REDEMPTION OF SECURITIES

During the period ended 30 June 2020, neither the Company nor any of its subsidiaries purchased, cancelled or redeemed any listed securities of the Company.

COPORATE GOVERNANCE

Corporate governance practices

Throughout the period ended 30 June 2020, the Company has complied with the code provisions set out in the Code on Corporate Governance Practices set out in Appendix 14 of the Listing Rules, except for the following:

  1. There were no fixed terms of appointment for the directors although they are subject to retirement by rotation according to the Company's articles of association. The Board is of the opinion that this serves the same objectives of the relevant provision.
  2. According to the articles of association, no director holding office as chairman and/or managing director shall be subject to retirement by rotation.

Audit Committee

The audit committee comprises three independent non-executive directors, Dr. Loke Yu, Mr. Heng Ja Wei and Mr. Ho Man. The primary duties of the audit committee are to review the Company's annual report and accounts and half-yearly reports and to provide advices and comments thereon to the Board. The audit committee is also responsible for reviewing and supervising the financial reporting process and internal control procedures of the Group.

The Group's results for the period have been reviewed by the audit committee.

By order of the Board

CIMC-TianDa Holdings Company Limited

Li Yin Hui

Chairman

- 33 -

As at the date of this announcement, the Company's Directors are as follows:

Dr. Li Yin Hui

Chairman and Non-executive Director

Mr. Jiang Xiong

Honorary Chairman and Executive Director

Mr. Zheng Zu Hua

Executive Director

Mr. Tao Kuan

Non-executive Director

Mr. Zeng Han

Non-executive Director

Dr. Loke Yu

Independent non-executive Director

Mr. Heng Ja Wei

Independent non-executive Director

Mr. Ho Man

Independent non-executive Director

Hong Kong, 26 August 2020

- 34 -

Attachments

  • Original document
  • Permalink

Disclaimer

CIMC-Tianda Holdings Company Ltd. published this content on 26 August 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 August 2020 09:26:07 UTC