Green Energy : INTERIM REPORT 2020

GREEN ENERGY GROUP LIMITED

ၠЍঐ๕߅ҦණྠϞࠢʮ̡

(Incorporated in Bermuda with limited liability)

Stock Code: 979

Interim Report

2020

CONTENTS

Corporate Information 2

Condensed Consolidated Statement of Comprehensive Income 3

Condensed Consolidated Statement of Financial Position 4

Condensed Consolidated Statement of Changes in Equity 5

Condensed Consolidated Statement of Cash Flows 6

Notes to the Condensed Consolidated Financial Statements 8

Management Discussion and Analysis 15

Other Information 19

CORPORATE INFORMATION

DIRECTORS

Executive Directors

Mr. Wong Sai Hung (Chairman) Mr. Luo Xian Ping

Mr. Ho Wai Hung

Independent Non-Executive Directors Mr. Tam Chun Wa

Mr. Sze Cheung Pang Mr. Lau Ka Wing

AUDIT COMMITTEE

Mr. Tam Chun Wa (Chairman) Mr. Sze Cheung Pang

Mr. Lau Ka Wing

REMUNERATION COMMITTEE

Mr. Tam Chun Wa (Chairman)

Mr. Sze Cheung Pang

Mr. Lau Ka Wing

NOMINATION COMMITTEE

Mr. Wong Sai Hung (Chairman) Mr. Tam Chun Wa

Mr. Sze Cheung Pang

COMPANY SECRETARY

Mr. Ng Chi Keung

AUDITORS

Cheng & Cheng Limited

LEGAL ADVISORS

Conyers Dill & Pearman

PRINCIPAL BANKERS

OCBC Wing Hang Bank Limited

Bank of Communications Co Ltd (Hong Kong branch) Chiyu Banking Corporation Ltd.

REGISTERED OFFICE

Clarendon House

2 Church Street Hamilton HM 11 Bermuda

HEAD OFFICE AND PRINCIPAL PLACE OF

BUSINESS

4C Derrick Industrial Building 49 Wong Chuk Hang Road Hong Kong

PRINCIPAL SHARE REGISTRARS AND

TRANSFER OFFICE

Codan Corporate Services (Bermuda) Limited Clarendon House

2 Church Street Hamilton HM 11 Bermuda

HONG KONG BRANCH SHARE REGISTRARS

AND TRANSFER OFFICE

Computershare Hong Kong Investor Services Limited Shops 1712-1716

17/F Hopewell Centre 183 Queen's Road East Wan Chai, Hong Kong

STOCK CODE 979

WEBSITEhttp://www.greenenergy.hk

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the six months ended 31 December 2020

2019

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at 31 December 2020

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

Attributable to equity holders of the CompanyShare capital HK$'000

Balance at 1 July 2019 (audited)

Loss for the period

Other comprehensive income/(expense)

Exchange differences arising on translation of financial statements of foreign operations

Reclassification of translation reserve upon disposal of subsidiaries

Total other comprehensive lossTotal comprehensive loss for the period

Contributions and distributions: Issue of shares - share placement Changes in ownership interests: Capital contribution by non-controlling interests

Total transactions with ownersBalance at 31 December 2019 (unaudited)

Balance at 1 July 2020 (audited)

Loss for the period

Other comprehensive income/(expense)

Exchange differences arising on translation of financial statements of foreign operations

Total other comprehensive lossTotal comprehensive loss for the period

Changes in ownership interests: Additional non-controlling interests arising from investment in subsidiaries

Total transactions with ownersBalance at 31 December 2020 (unaudited)

Share premium HK$'000

Contributed surplus HK$'000

Exchange reserve HK$'000

reserves HK$'000

General Accumulated

losses HK$'000

Equity attributable to owners of the Company HK$'000

Non-Controlling interests HK$'000

Total HK$'000

94,693

411,449

56,897

4,842

71 -

(464,231)

103,721

1,842

105,563

-

-

-

-

(11,833)

(11,833)

(257)

(12,090)

- - -

- - -

- - -

814

- - -

- - -

814

(2) 812

(37)

(37)

- (37)

777

777

(2) 775

-

-

-

777

-

(11,833)

(11,056)

(259)

(11,315)

18,938

3,463

-

- - -

-

- - -

22,401

- 5

22,401

-

-

- -

- -

-

5

18,938

3,463

22,401 5 22,406

113,631

414,912

56,897

5,619

71

(476,064)

115,066

1,588 116,654

113,631

415,011

56,897

5,940

71 -

(490,555)

100,995

135 101,130

-

-

-

-

(8,136)

(8,136)

(983) (9,119)

- -

- -

- -

1,875

- -

- -

1,875

(242) 1,633

1,875

1,875

(242) 1,633

-

-

-

1,875

-

(8,136)

(6,261)

(1,225) (7,486)

-

-

-

-

-

-

-

4 4

-

-

-

-

-

-

-

4 4

113,631

415,011

56,897

7,815

71

(498,691)

94,734

(1,086)

93,648

For the six months ended 31 December 2020

2019

For the six months ended 31 December 2020

2019

• 1. BASIS OF PREPARATION

  The unaudited condensed consolidated interim financial statements have been prepared in accordance with Hong Kong Accounting Standard ("HKAS") 34 "Interim Financial Reporting" issued by the Hong Kong Institute of Certified Public Accountants ("HKICPA") and with the applicable disclosure requirements of Appendix 16 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules").

• 2. ACCOUNTING POLICIES

  These interim financial statements do not include all the information and disclosures required in the annual financial statements and should be read in conjunction with the Group's annual financial statements for the year ended 30 June 2020. They have been prepared on the historical cost basis.

  The accounting policies and methods of computation applied in preparation of these interim financial statements are consistent with those applied in preparing the Group's annual financial statements for the year ended 30 June 2020 except for the adoption of the new/revised Hong Kong Financial Reporting Standards ("HKFRS"), which collective term includes all applicable individual HKFRS, HKAS and Interpretations issued by the HKICPA that are relevant to the Group and effective from the current period as stated below:

  Amendments to HKASs 1 and 8	Definition of Material
  Amendments to HKAS 39, HKFRS 7 and 9	Interest Rate Benchmark Reform
  Amendments to HKFRS 3	Definition of Business

  The adoption of these amendments to HKFRS and HKAS did not have any significant effect on the financial position or performance of the Group.

  The Group has not applied the new and revised HKFRSs that have been issued but are not yet effective. The Group has already commenced an assessment of the impact of these new and revised HKFRSs but is not yet in a position to state whether these new and revised HKFRSs would have a material impact on its results of operations and financial position.

• 3. REVENUE AND SEGMENT INFORMATION

For the six months ended 31 December 2020

2019

During the six months ended 31 December 2020, the Group started its new business in laboratory diagnostic and clinical health services, with its financial information separately disclosed under healthcare segment.

For the six months ended 31 December 2020, the Group was organised into five operating divisions. All of the segment revenue reported below is from external customers. Information regarding the Group's reportable segments, as provided to the Group's most senior executive management for the purposes of resources allocation and assessment of segment performance for the periods has presented the following segments.

Segment assets include all assets with the exception of corporate assets, including bank balances and cash, certain other receivables and other assets which are not directly attributable to the business activities of operating segments as these assets are managed on a group basis.

3.

REVENUE AND SEGMENT INFORMATION (Continued)

Business segments (Continued)

Segment liabilities include trade payables, accruals and other payables and other liabilities directly attributable to the business activities of operating segments, and exclude corporate liabilities and provision for income tax.

Segment information about these businesses is presented below:

Segment revenue and results

For the six months ended 31 December 2020

Waste constructionmaterials and waste processing servicesRenewable energy

HK$'000 (Unaudited)

HK$'000 (Unaudited)Plastic recycling/ metal scrap HK$'000 (Unaudited)Money lending HK$'000 (Unaudited)

HealthcareTotal

HK$'000 (Unaudited)

HK$'000 (Unaudited)REVENUE

• 2,418 33,649

3,681

-

411

40,159

RESULTS Segment results

1,044

88

(4,389)

(83)

(402) (3,742)

Other corporate expenses (8,558)Finance costs Other income

(46) 3,232

Loss before income tax

(9,114)

For the six months ended 31 December 2019

Waste

construction

materials

and waste

processing

servicesRenewable energyPlastic recycling/ metal scrap

HK$'000 (Unaudited)

HK$'000 (Unaudited)

HK$'000

(Unaudited)Money lending HK$'000 (Unaudited)

HealthcareTotal

HK$'000 (Unaudited)

HK$'000 (Unaudited)

REVENUE

2,585

67,806

2,706

1,500

-

74,597

RESULTS Segment results

917

295

(2,909)

215 - (1,482)Other corporate expenses (11,139)Finance costs Other income

(56) 592

Loss before income tax

(12,085)

3.

REVENUE AND SEGMENT INFORMATION (Continued)

Segment revenue and results (Continued)

The following table presents assets and liabilities by segment of the Group as at 31 December 2020 and 30 June 2020:

As at 31 December 2020

Waste construction materials and waste processing services HK$'000

Renewable energy HK$'000

Plastic recycling/ metal scrap

HK$'000

Money lending HK$'000

Healthcare

HK$'000

Total HK$'000

ASSETS Segment assets

10,169

13,486

32,722

• 890 4,430 61,697

  Unallocated cash and cash equivalents 42,350

  Other corporate assets 356

  Consolidated total assets 104,403

  LIABILITIES

  Segment liabilities

  200

  88

  5,159

• - 4,828 10,275

Other corporate liabilities 480

Total liabilities 10,755

As at 30 June 2020

ASSETS Segment assetsUnallocated cash and cash

Waste construction materials and waste processing services HK$'000

Renewable energy HK$'000

Plastic recycling/ metal scrap

HK$'000

Money lending HK$'000

Healthcare

HK$'000

Total HK$'000

10,690

13,663

32,693

1,227 - 58,273

equivalents 50,458

Other corporate assets 561

Consolidated total assets 109,292

LIABILITIES

Segment liabilities

299

354

5,225

3 - 5,881

Other corporate liabilities 2,281

Total liabilities 8,162

• 4. LOSS BEFORE INCOME TAX

  For the six months

  ended 31 December

  2020

  (Unaudited)

  2019 (Unaudited)

  HK$'000

  HK$'000

  Loss before income tax has been arrived at after charging/(crediting) the following items:

  Staff costs including director's remuneration

  Salaries and allowances

  7,866

  8,005

  Interest income/realised fair value gain on financial instruments Loss on disposal of property, plant and equipment

  (348)

  (319)

  Gain on disposal of investment in subsidiaries

  - -

  1

  (438)Net exchange (gain)/loss (2,447) Expenses included in other operating expenses:

  Administrative expenses 1,421

  Legal and professional fee 3,196

  Repair and maintenance and wastage treatment 2,157

  Utilities and other expenses 1,465

  1,882 1,379 2,878 1,297 2,541

• 5. INCOME TAX

  For the six months ended 31 December

  Current tax

  PRC tax

  2019
  (Unaudited)	(Unaudited)
  HK$'000	HK$'000
  (5)	(5)

  2020

  No Hong Kong profits tax has been provided for the six months ended 31 December 2020 as the Company incurred losses for tax purpose and certain subsidiaries of the Group have tax losses brought forward to set-off the estimated assessable profits.

  Hong Kong profits tax is calculated at 16.5% on the estimated profits for the six months ended 31 December 2020 after deduction of tax concession.

  The income tax provision of the Group in respect of operations in Mainland China has been calculated at the rate of 25% (2019: 25%) on the estimated assessable profits for the period, based on the existing legislation, interpretations and practices in respect thereof.

  No recognition of the potential deferred tax assets relating to tax losses of the Group has been made as the recoverability of the potential deferred tax assets is uncertain.

• 6. INTERIM DIVIDEND

  The directors of the Company do not recommend the payment of an interim dividend for the six months ended 31 December 2020 (2019: Nil).

The calculations of basic and diluted loss per share from operations are based on:

Loss

Loss for the period attributable to owners of the Company

Shares

Weighted average number of ordinary shares in issue during the period used in the basic loss per share calculations

For the six months ended 31 December

Number of shares

Six months ended 31 December

2019 (Unaudited)

1,112,506,318

There were no dilutive potential ordinary shares outstanding for the six months ended 31 December 2020 and 2019.

INVENTORIES

• 9. TRADE RECEIVABLES (Continued)

  The Group makes cash-on-delivery sales and makes sales with a credit period of 0-30 days (as at 30 June 2020: 30 days) to certain of its trade customers. The following is an ageing analysis of trade receivables based on invoice date at the end of the reporting period:

  As at 30 June 2020 (Audited)

  HK$'000

  0 - 90 days 91 - 180 days

  4,133 -

  4,133

• 10. PREPAYMENTS, DEPOSITS AND OTHER RECEIVABLES

  As at 30 June 2020 (Audited)

  HK$'000

  Prepayments Trade deposits

  1,146 577

  2,570 2,219

  Other deposits and receivables

  1,426 1,695

  5,142 4,491

  Less: Non-current portion

  (964) (914)

  4,178 3,577

  All the prepayments, deposits and other receivables are expected to be recovered or recognised as expenses within one year except for rental, utility and sundry deposits, in aggregate of HK$964,000 (as at 30 June 2020: HK$914,000) which are expected to be recovered after more than one year.

• 11. TRADE PAYABLES

  The following is an ageing analysis of trade payables based on invoice date at the end of the reporting period:

0 to 90 days

The payment terms with suppliers are generally within 30 days (as at 30 June 2020: 30 days).

12.

SHARE CAPITAL

Number of shares '000

Nominal value

HK$'000

Authorised:

Ordinary shares of HK$0.10 each

At 1 July 2019, 30 June 2020 and 31 December 2020

4,000,000 400,000

Issued and fully paid:

Ordinary shares of HK$0.10 each At 1 July 2019

946,928 94,693

Issue of new shares through placing (note)

189,380 18,938

As at 30 June 2020 and 31 December 2020

1,136,308 113,631

note:

On 5 July 2019, the Company entered into a placing agreement with a placing agent to place up to 189,380,000 placing shares at the placing price of HK$0.12 per placing share, a discount of approximately 19.46% to the closing price of HK$0.149 per share as quoted on the Stock Exchange on the same date of the placing agreement. On 24 July 2019, 189,380,000 placing shares were placed to not less than six placees at HK$0.12 per placing share. Net proceeds generated from this share placing amounted to approximately HK$22,500,000. HK$18,938,000 was credit to share capital and the balance of approximately HK$3,562,000 was credited to share premium account.

MANAGEMENT DISCUSSION AND ANALYSIS

BUSINESS REVIEW

Operating Results

The revenue of the Group for the six months ended 31 December 2020 was approximately HK$40.2 million (2019 corresponding period: approximately HK$74.6 million), representing a decrease of HK$34.4 million as compared with the corresponding period in last year.

The net loss attributable to the owners of the Company for the six months ended 31 December 2020 was approximately HK$8.1 million (2019 corresponding period: approximately HK$11.8 million), representing a decrease of 31.4% as compared with the corresponding period in last year. The reduction in loss was mainly resulted from the exchange gain of approximately HK$2.4 million as compared with the loss of HK$1.9 million in 2019 corresponding period, which was resulted from the translation of balances denominated in foreign currencies. Uncertainty from the coronavirus pandemic, a tumbling US economy and an increase in USD money supply have caused the US dollar decline. The U.S. currency is near its lowest level in 3 years and is down about 10% from its 2020 peak against the basket of major world currencies. Euro rallied against US dollar and HK dollar in the second half of 2020, and thus resulting in the exchange gain. Nevertheless, the magnitude of loss reduction had been lessened by the increase in loss in plastic recycling segment under the adverse impact of the plummeting crude oil price as well as the stagnant plastic recycling market and shortage in feedstock supply in face of the COVID-19 pandemic.

Segment Information

• (a) Renewable Energy - trading of oil/biodiesel

  The Group recorded a revenue of HK$33.6 million from the trading of recyclable oil/biodiesel for the six months ended 31 December 2020 (2019 corresponding period: HK$67.8 million).

  The price of biodiesel had slumped from its record-high in January 2020 and picked up slowly after April 2020. Restrictions on international travel and regional and local movement prevented people and goods from circulating freely, which greatly hit the transport fuel demand. In addition, a lowering of crude oil prices since the start of the pandemic had also made biofuels less competitive with fossil transport fuels.

  Besides, a shortage of containers and unexpected demand for delivery by sea has driven a surge in international freight rates in the second half of 2020. Container shipping rates remained at record highs in all routes, which had deterred lots of orders with slim profit margin. Low container availability had also delayed some shipments in the second half of 2020. This business segment has been facing different challenges in 2020, which led to approximately 50% reduction in revenue as compared to last corresponding period.

• (b) Waste construction materials and waste processing service

  The revenue of this business segment involves the collection and recycling of waste construction materials and the sale of recycled construction materials. The revenue arising from this sector was approximately HK$2.4 million for the six months ended 31 December 2020 (2019 corresponding period: HK$2.6 million). The Group had strived for the continuous operation of this segment even under the severe conditions of COVID-19 pandemic, so it could still keep a similar level of revenue as the 2019 corresponding period. It is also a way to maintain the long-established trust and relationship with the local construction companies and government authorities.

MANAGEMENT DISCUSSION AND ANALYSIS

• (c) Plastic Recycling/Metal Scrap

  This revenue arising from plastic recycling/metal scrap sector recorded a revenue of HK$3.7 million for the six months ended 31 December 2020 (2019 corresponding period: HK$2.7 million). The increase in revenue was mainly resulted from the contribution by the subsidiary in Japan. Nevertheless, the segment had resulted in a loss of HK$4.4 million (2019 corresponding period: HK$2.9 million) as the revenue of the Japanese operation still could not cover its fixed operating cost and overhead.

  With the outbreak of COVID-19, reduced economic activity has seen sharp falls in global oil prices. The pandemic has also intensified a price war between recycled and new plastic, made by the oil industry. The economic viability of the European and global plastics recycling market is presently under significant pressure.

  In addition, a devastating second wave of the pandemic has forced reluctant governments back into lockdowns or restrictions and inflicted new scars on European economies. Since the COVID-19 struck, the recycling business of the Group in Germany had shrunk as recyclers worldwide.

  For the new business on high-grade plastic waste recycling and processing in Japan, the completion of machine installation and its live run has been postponed to the second quarter of 2020 due to the COVID-19 pandemic. The COVID-19 pandemic had paralyzed tourism and economies in Japan after the declaration of the state of emergency to compel a lockdown. The plummeting in demand of plastic packaging had created shortage in feedstock of reclaimed plastic, so the processing operation of the Group in Japan ran far below its full capacity.

• (d) Money lending business

  There was no revenue arising from this sector for the six months ended 31 December 2020 (2019 corresponding period: HK$1.5 million). With economic conditions worsening and incomes negatively affected by the global pandemic, the delinquency rates in money lending market continued their upward trend. New deal launches grounded to a halt amid COVID-19. The Group had to take a more cautious and conservative approach to weigh on credit quality of new lending.

• (e) Healthcare business

  The key element of this sector involves the laboratory diagnostic service and clinical health service. The revenue arising from the healthcare business sector was approximately HK$0.4 million for the six months ended 31 December 2020 (2019 corresponding period: Nil). The Group started its new venture in the healthcare business segment in December 2020 in view of the needs of COVID-19 testing service in Hong Kong. It was a part of the business diversification of the Group.

FINANCIAL REVIEW

Liquidity, financial resources and cashflow

As at 31 December 2020, the Group had total current assets of approximately HK$68.8 million (as at 30 June 2020: approximately HK$78.7 million) and the total current liabilities were approximately HK$10.8 million (as at 30 June 2020: approximately HK$8.2 million). The current ratio of the Group was approximately 6.4 (as at 30 June 2020: approximately 9.6). The Group has sufficient funds to settle its debts.

As at 31 December 2020, the Group had total assets of approximately HK$104.4 million (as at 30 June 2020: approximately HK$109.3 million). The Group did not have external borrowing as at 31 December 2020 (as at 30 June 2020: Nil).

MANAGEMENT DISCUSSION AND ANALYSIS

Use of proceeds from the placing of new shares

On 5 July 2019, the Company conducted a placing of 189,380,000 new ordinary shares at a price of HK$0.12 each to raise a net proceeds of approximately HK$22.50 million (the "Placing"). For further details of the Placing, please refer to the announcements of the Company dated 5 July 2019 and 24 July 2019.

The table below has summarised the use of net proceeds of the Company:

As at the date of this interim report, the Directors are not aware of any material change to the expected timeline for the application of the net proceeds as aforesaid and the planned use of the net proceeds as previously disclosed. The remaining proceeds is expected to be used in accordance with the intended purposes as stated above. Further announcement will be made by the Company in relation to the use of the remaining proceeds as and when appropriate.

Save as disclosed above, there were no other equity fund raising activities of the Company during the last 12 months prior to the date of this interim report.

Foreign Exchange Exposure

The ordinary operations and investments of the Group are mainly in Hong Kong, Germany and Japan, with revenue and expenditures denominated in US dollars, euro and Japanese yen. The operating results of the Group may be affected by the volatility of foreign currencies. In addition, we are exposed to foreign currency risks arising from certain bank balances which are denominated in Renminbi and euro. The Group will review its foreign exchange exposures regularly and may consider using financial instruments to hedge against such exposures at appropriate times. As at 31 December 2020, there were no derivative financial instruments employed by the Group.

Seasonal or Cyclical Factors

During the Period, the Group's business operations are not significantly affected by any seasonal and cyclical factor.

MANAGEMENT DISCUSSION AND ANALYSIS

Material Acquisitions and Disposals of Subsidiaries and Associates

In mid-November 2020, the Group had set up its subsidiaries to engage in healthcare business which mainly involved the laboratory diagnostic service and clinical health service. During the Period, the Group had no material disposal of subsidiaries and associated companies.

Capital Commitments

As at 31 December 2020, the Group did not have any material capital commitment (as at 30 June 2020: Nil).

Contingent Liabilities

As at 31 December 2020, the Group did not have any material contingent liabilities.

BUSINESS OUTLOOK AND FUTURE PROSPECTUS

The macroeconomic conditions of the globe are likely to remain under stress at least for the first half of 2021. COVID-19 vaccines are distributed en masse, the global economic recovery in 2021 may prove the fastest in decades. However, it is too difficult to predict how long the globe's recessionary economy can get back on track. The pandemic, and associated lockdowns, will leave a grim legacy that could also take decades to overcome.

On the other hand, under a Biden administration, there is a higher likelihood of less volatile U.S.-China trade relations. It may reduce fluctuation in the global economy and capital markets, and thus accelerating the post-COVID-19 economic recovery.

Looking ahead, the Group will keep on exercising disciplined expense and payment control to optimize its liquidity and financial health. The Group will take a prudent and cautious approach in developing its existing and new businesses to broaden its income stream. In pursuit of high-grade plastic waste recycling and processing, the subsidiary in Japan strives for quality improvement by fine tuning the machineries and technology in order to meet the tightening requirements of various countries on import of recycled plastics.

In the last quarter of 2020, the Group made a head start in the new venture in the healthcare business segment in order to grab a slice of the market share. The COVID-19 pandemic seems to augur well for the healthcare industry and diagnostic testing industry as people are increasingly opting for health diagnoses and preventive healthcare.

EMPLOYEE AND REMUNERATION POLICY

As at 31 December 2020, the Group had 30 employees (As at 30 June 2020: 30 employees) in Hong Kong, the PRC, Germany and Japan.

The Group offered competitive remuneration package as an incentive to staff for career advancement and improvements. The Company has in place a share option scheme as a mean to encourage and reward the eligible employees' (including directors of the Company) contributions to the Group's results and business development based on their individual performance.

The employees' remuneration, promotion and salary are assessed by reference to work performance, working experiences and professional qualifications and the prevailing market practice.

INTERIM DIVIDEND

The directors of the Company do not recommend the payment of an interim dividend for the six months ended 31 December 2020.

OTHER INFORMATION

DISCLOSURE OF INTERESTS OF DIRECTORS AND CHIEF EXECUTIVE IN SHARES, UNDERLYING SHARES AND DEBENTURES OF THE COMPANY

As at 31 December 2020, none of the Directors and the chief executive of the Company had any interests or short positions in the shares, underlying shares or debentures of the Company and its associated corporations, as recorded in the register maintained by the Company pursuant to Section 352 of the Securities and Futures Ordinance ("SFO"), or as otherwise notified to the Company and The Stock Exchange of Hong Kong Limited ("Stock Exchange") pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers.

SUBSTANTIAL SHAREHOLDERS AND OTHER PERSON'S INTERESTS

As at 31 December 2020, as recorded in the register maintained by the Company pursuant to Section 336 of the SFO, other than the interests and short positions disclosed above in respect of the Directors and the chief executive of the Company, the following persons had interests or short positions in the shares and the underlying shares of the Company:

Substantial shareholders - long position in the shares of the Company

Approximate

percentage

of total

• 1. The approximate percentage of total issued share capital calculation was based on the total number of ordinary shares of the Company in issue as at 31 December 2020, i.e. 1,136,308,176 shares.

• 2. Based on the notices of disclosure of interests of Rich Bay, Superactive, Lee Chi Shing Caesar and Yeung So Lai filed with the Stock Exchange on 5 March 2018, such shares of the Company were held by Rich Bay, which was wholly-owned by Superactive, Superactive which was in turn owned as to 45% by Lee Chi Shing Caesar and as to 55% by Yeung So Lai. As such, each of Lee Chi Shing Caesar and Yeung So Lai was deemed to be interested in the shares of the Company held by Rich Bay by virtue of the SFO.

Save as disclosed above, as at 31 December 2020, no person (other than the Directors or the chief executive of the Company) had an interest or a short position in the shares or the underlying shares of the Company as recorded in the register required to be kept by the Company pursuant to section 336 of the SFO.

OTHER INFORMATION

SHARE OPTION SCHEME

Pursuant to ordinary resolutions passed by shareholders of the Company on 27 May 2016, the Company terminated the Company's Share Option Scheme adopted in 2006 (the "Old Share Option Scheme"), and adopted a new share option scheme (the "New Share Option Scheme"). The adoption of the New Share Option Scheme will not in any event affect the terms of the grant of the outstanding options that has already been granted under the Old Share Option Scheme and those outstanding options shall continue to be valid and subject to the provisions of the Old Share Option Scheme. As at the date of this report, no share option has been granted under New Share Option Scheme.

CORPORATE GOVERNANCE

The Board considers that the Company has complied throughout the six months ended 31 December 2020 (the "Period") with the code provisions of the Code on Corporate Governance Practices (the "Code") as set out in Appendix 14 to the Listing Rules, except for the deviation on the code provision A.2.1.

Code provision A.2.1 stipulates that the roles of chairman and chief executive officer should be separate and should not be performed by the same individual.

The Company has not appointed a chief executive officer. The role of the chief executive officer was performed by Mr. Wong Sai Hung, who was the chairman of the Company during the Period. The Board believes that the roles of both chairman and chief executive officer in the same person provides the Company with strong and consistent leadership, and allows for effective and efficient planning and implementation of business decisions and strategies.

The Board will periodically review the merits and demerits of such management structure and will adopt such appropriate measures as may be necessary in the future taking into consideration of the nature and extent of the Group's operation.

PURCHASE, SALE OR REDEMPTION OF THE COMPANY'S LISTED SECURITIES

Neither the Company nor any of its subsidiaries purchased, sold or redeemed any of the Company's securities during the Period.

MODEL CODE FOR SECURITIES TRANSACTIONS BY DIRECTORS

The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers (the "Model Code") set out in Appendix 10 to the Listing Rules as its own securities dealing code for the directors of the Company. Upon specific enquiry by the Company, all directors of the Company have confirmed that they have complied with the required standards set out in the Model Code and its code of conduct regarding directors' securities transactions throughout the Period.

AUDIT COMMITTEE

The Audit Committee of the Company has been set up with terms of reference in accordance with Appendix 14 of Listing Rules. The Audit Committee of the Company has reviewed the accounting principles and policies adopted by the Group with management and discussed risk management systems internal control and financial reporting matters including the review of these unaudited condensed consolidated interim financial statements of the Company for the six months ended 31 December 2020.

PUBLICATION OF INTERIM REPORT

The interim report is published on the Stock Exchange's website (www.hkexnews.hk) and the Company's website (www.greenenergy.hk).

By order of the Board

Wong Sai Hung

Chairman

Hong Kong, 25 February 2021