CONTENTS

FINANCIAL HIGHLIGHTS

2

INDEPENDENT REVIEW REPORT

3

CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS

5

CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND

OTHER COMPREHENSIVE INCOME

6

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

7

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

9

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

10

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

11

MANAGEMENT DISCUSSION AND ANALYSIS

29

DIRECTORS REPORT AND CORPORATE GOVERNANCE

40

CORPORATE INFORMATION

56

2 JUTAL OFFSHORE OIL SERVICES LIMITED

Financial Highlights

  • Turnover was RMB1,296,344,000, a 163.13% increase from the same period in last year.
  • Gross profit was RMB177,496,000, a 101.91% increase from the same period in last year.
  • For the six months ended 30 June 2020, profit attributable to owners of the Company was RMB25,363,000.
    For the six months ended 30 June 2019, loss attributable to owners of the Company was RMB32,716,000.
  • Basic and diluted earnings per share was RMB1.552 cents for the six months ended 30 June 2020.
  • The Board resolved that no interim dividend would be declared in respect of the six months ended 30 June 2020.

The board (the "Board") of directors (the "Directors") of Jutal Offshore Oil Services Limited (the "Company") is pleased to present the unaudited condensed consolidated results for the six months ended 30 June 2020 of the Company and its subsidiaries (collectively referred to as the "Group"), together with the comparative figures for the corresponding period in 2019. The unaudited condensed consolidated interim financial information for the six months ended 30 June 2020 has been reviewed by the audit committee of the Company (the "Audit Committee"). RSM Hong Kong, the Company's auditor, has conducted its review on the unaudited condensed consolidated interim financial information for the six months ended 30 June 2020 in accordance with the Hong Kong Standard on Review Engagements 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Hong Kong Institute of Certified Public Accountant (the "HKICPA").

INTERIM REPORT 2020

3

Independent Review Report

TO THE BOARD OF DIRECTORS OF JUTAL OFFSHORE OIL SERVICES LIMITED (Incorporated in the Cayman Islands with limited liability)

INTRODUCTION

We have reviewed the interim financial information set out on pages 5 to 28 which comprises the condensed consolidated statement of financial position of the Company as at 30 June 2020 and the related condensed consolidated statement of profit or loss, condensed consolidated statement of profit or loss and other comprehensive income, condensed consolidated statement of changes in equity and condensed consolidated statement of cash flows for the six-month period then ended, and a summary of significant accounting policies and other explanatory notes. The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited require the preparation of a report on interim financial information to be in compliance with the relevant provisions thereof and Hong Kong Accounting Standard 34 "Interim Financial Reporting" ("HKAS 34") issued by the Hong Kong Institute of Certified Public Accountants (the "HKICPA"). The directors are responsible for the preparation and presentation of this interim financial information in accordance with HKAS 34. Our responsibility is to express a conclusion on this interim financial information based on our review and to report our conclusion solely to you, as a body, in accordance with our agreed terms of engagement, and for no other purpose. We do not assume responsibility towards or accept liability to any other person for the contents of this report.

4 JUTAL OFFSHORE OIL SERVICES LIMITED

Independent Review Report

SCOPE OF REVIEW

We conducted our review in accordance with Hong Kong Standard on Review Engagements 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the HKICPA. A review of interim financial information consists of making inquires, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Hong Kong Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

CONCLUSION

Based on our review, nothing has come to our attention that causes us to believe that the interim financial information is not prepared, in all material respects, in accordance with HKAS 34.

RSM Hong Kong

Certified Public Accountants

29th Floor, Lee Garden Two

28 Yun Ping Road

Causeway Bay

Hong Kong

25 August 2020

INTERIM REPORT 2020

5

Condensed Consolidated Statement of Profit

or Loss

For the six months ended 30 June 2020

Six months ended 30 June

2019

2020

Note

RMB'000

RMB'000

(Unaudited)

(Unaudited)

Turnover

5

1,296,344

492,668

Cost of sales and services

(1,118,848)

(404,758)

Gross profit

177,496

87,910

Other income

6

16,281

26,601

Administrative expenses

(96,708)

(98,795)

Impairment losses on trade and other

receivables

(26,673)

(6,290)

(Impairment losses)/reversal of

impairment losses on contract

assets

(164)

357

Other operating expenses

7

(13,517)

(14,115)

Profit/(loss) from operations

56,715

(4,332)

Finance costs

(19,432)

(19,204)

Profit/(loss) before tax

8

37,283

(23,536)

Income tax expense

10

(11,920)

(9,180)

Profit/(loss) for the period

attributable to owners of the

Company

11

25,363

(32,716)

Earnings/(loss) per share

12

RMB

RMB

Basic

1.552 CENTS

(2.002) CENTS

Diluted

1.552 CENTS

N/A

6 JUTAL OFFSHORE OIL SERVICES LIMITED

Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income

For the six months ended 30 June 2020

Six months ended 30 June

2019

2020

RMB'000

RMB'000

(Unaudited)

(Unaudited)

Profit/(loss) for the period

25,363

(32,716)

Other comprehensive income:

Item that will be reclassified to profit or loss:

Exchange differences on translating foreign

operations

18,096

6,615

Other comprehensive income for the period,

net of tax

18,096

6,615

Total comprehensive income for the period

attributable to owners of the Company

43,459

(26,101)

INTERIM REPORT 2020

7

Condensed Consolidated Statement of Financial Position

At 30 June 2020

30 June

31 December

2020

2019

Note

RMB'000

RMB'000

(Unaudited)

(Audited)

Non-current assets

Fixed assets

13

1,177,163

1,172,874

Right-of-use assets

14

445,956

452,461

Goodwill

54,648

54,648

Intangible assets

7,074

6,509

Trade receivables, non-current

15

2,416

538

Deferred tax assets

32,195

29,323

1,719,452

1,716,353

Current assets

Inventories

178,237

194,251

Trade and bills receivables

15

652,280

932,012

Contract cost assets

18,005

69,654

Contract assets

296,251

161,777

Prepayments, deposits and other

receivables

226,754

262,057

Derivative financial instruments

-

3,160

Due from directors

-

833

Current tax assets

116

751

Pledged bank deposits

145,517

56,813

Bank and cash balances

1,004,214

808,330

2,521,374

2,489,638

8 JUTAL OFFSHORE OIL SERVICES LIMITED

Condensed Consolidated Statement of Financial Position

At 30 June 2020

30 June

31 December

2020

2019

Note

RMB'000

RMB'000

(Unaudited)

(Audited)

Current liabilities

Trade and bills payables

16

737,705

748,993

Contract liabilities

525,653

299,110

Accruals and other payables

77,966

108,731

Derivative financial instruments

1,190

769

Lease liabilities

12,485

12,691

Provisions

59,344

58,117

Bank and other borrowings

44,313

289,342

Deferred income

10,496

8,942

Current tax liabilities

12,696

-

1,481,848

1,526,695

Net current assets

1,039,526

962,943

Total assets less current liabilities

2,758,978

2,679,296

Non-current liabilities

Deferred income

31,440

34,824

Bank and other borrowings

446,950

392,700

Lease liabilities

41,002

37,474

Deferred tax liabilities

43,199

63,305

562,591

528,303

NET ASSETS

2,196,387

2,150,993

Capital and reserves

Share capital

17

14,755

14,755

Reserves

2,181,632

2,136,238

TOTAL EQUITY

2,196,387

2,150,993

Approved by the Board of Directors on 25 August 2020

Chairman

Director

INTERIM REPORT 2020

9

Condensed Consolidated Statement of Changes in Equity

For the six months ended 30 June 2020

Convertible

Foreign

Share-

Share

loan notes

currency

based

Proposed

Share

premium

Special

equity

translation

payment

Statutory

Retained

final

Total

capital

account

reserve

reserve

reserve

reserve

reserves

profits

dividend

equity

RMB'000

RMB'000

RMB'000

RMB'000

RMB'000

RMB'000

RMB'000

RMB'000

RMB'000

RMB'000

At 1 January 2019

14,755

1,733,618

(52,040)

2,951

(43,122)

43,247

40,275

364,697

28,635

2,133,016

Total comprehensive income for the period Share-based payments Share option forfeited Approval of year 2018 final dividend

-

-

-

-

6,615

-

-

(32,716)

-

(26,101)

-

-

-

-

-

10,603

-

-

-

10,603

-

-

-

-

-

(359)

-

359

-

-

-

-

-

-

-

-

-

-

(28,635)

(28,635)

Changes in equity for

the period

-

-

-

-

6,615

10,244

-

(32,357)

(28,635)

(44,133)

At 30 June 2019

14,755

1,733,618

(52,040)

2,951

(36,507)

53,491

40,275

332,340

-

2,088,883

At 1 January 2020

14,755

1,733,618

(52,040)

2,951

(19,038)

60,992

40,275

369,480

-

2,150,993

Total comprehensive income for the period Share-based payments

-

-

-

-

18,096

-

-

25,363

-

43,459

-

-

-

-

-

1,935

-

-

-

1,935

Changes in equity for

the period

-

-

-

-

18,096

1,935

-

25,363

-

45,394

At 30 June 2020

14,755

1,733,618

(52,040)

2,951

(942)

62,927

40,275

394,843

-

2,196,387

10 JUTAL OFFSHORE OIL SERVICES LIMITED

Condensed Consolidated Statement of Cash Flows

For the six months ended 30 June 2020

Six months ended 30 June

2019

2020

RMB'000

RMB'000

(Unaudited)

(Unaudited)

NET CASH GENERATED FROM/(USED

(123,225)

IN) OPERATING ACTIVITIES

511,025

Purchases of fixed assets

(58,897)

(81,899)

Proceeds from disposals of fixed assets

572

67

Government grants received

8,659

23,014

(Increase)/decrease in pledged bank

deposits

(85,789)

6,897

Other investing cash flows (net)

4,525

6,336

NET CASH USED IN INVESTING

(45,585)

ACTIVITIES

(130,930)

Bank loans raised

148,000

70,000

Repayment of bank loans

(338,779)

(318,408)

Principal elements of lease payments

(8,623)

(4,342)

NET CASH USED IN FINANCING

(252,750)

ACTIVITIES

(199,402)

NET INCREASE/(DECREASE) IN CASH

(421,560)

AND CASH EQUIVALENTS

180,693

CASH AND CASH EQUIVALENTS AT

902,562

BEGINNING OF PERIOD

808,766

EFFECT OF FOREIGN EXCHANGE RATE

6,615

CHANGES

18,106

CASH AND CASH EQUIVALENTS AT

487,617

END OF PERIOD, REPRESENTED BY

1,007,565

Bank and cash balances

1,004,214

476,846

Pledged bank deposits (mature in three

months or less)

3,351

10,771

1,007,565

487,617

INTERIM REPORT 2020

11

Notes to the Condensed Consolidated Financial Statements

For the six months ended 30 June 2020

  1. BASIS OF PREPARATION
    These condensed consolidated financial statements have been prepared in accordance with Hong Kong Accounting Standard 34 "Interim Financial Reporting" issued by the Hong Kong Institute of Certified Public Accountants (the "HKICPA") and the applicable disclosures required by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.
    These condensed consolidated financial statements should be read in conjunction with the annual financial statements for the year ended 31 December 2019. The accounting policies (including the significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty) and methods of computation used in the preparation of these condensed consolidated financial statements are consistent with those used in the annual financial statements for the year ended 31 December 2019.
  2. ADOPTION OF NEW AND REVISED HONG KONG FINANCIAL REPORTING STANDARDS
    In the current period, the Group has adopted all the new and revised Hong Kong Financial Reporting Standards ("HKFRSs") issued by the HKICPA that are relevant to its operations and effective for its accounting year beginning on 1 January 2020. HKFRSs comprise Hong Kong Financial Reporting Standards ("HKFRS"); Hong Kong Accounting Standards ("HKAS"); and Interpretations. The Group has not early adopted any other standard, interpretation or amendment that has been issued but is not yet effective.
    The accounting policies applied in these financial statements are the same as those applied in the Group's consolidated financial statements as at and for the year ended 31 December 2019. A number of new or amended standards are effective from 1 January 2020 but they do not have a material effect on the Group's financial statements.

12 JUTAL OFFSHORE OIL SERVICES LIMITED

Notes to the Condensed Consolidated Financial Statements

For the six months ended 30 June 2020

3. FAIR VALUE MEASUREMENTS

The carrying amounts of the Group's financial assets and financial liabilities as reflected in the condensed consolidated statement of financial position approximate their respective fair values.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The following disclosures of fair value measurements use a fair value hierarchy that categorises into three levels the inputs to valuation techniques used to measure fair value:

Level 1 inputs:

quoted prices (unadjusted) in active markets for identical

assets or liabilities that the Group can access at the

measurement date.

Level 2 inputs:

inputs other than quoted prices included within level 1 that

are observable for the asset or liability, either directly or

indirectly.

Level 3 inputs:

unobservable inputs for the asset or liability.

The Group's policy is to recognise transfers into and transfers out of any of the three levels as of the date of the event or change in circumstances that caused the transfer.

The following table shows the carrying amounts and fair value of financial assets and financial liabilities, including their levels in the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value. Further, for the current period the fair value disclosure of lease liabilities is also not required.

INTERIM REPORT 2020

13

Notes to the Condensed Consolidated Financial Statements

For the six months ended 30 June 2020

3. FAIR VALUE MEASUREMENTS (CONTINUED)

  1. Disclosures of level in fair value hierarchy at 30 June 2020:

Fair value measurements as at

31 December

30 June

2020

2019

using level 2

using level 2

Description

RMB'000

RMB'000

Recurring fair value measurements:

Financial assets

Derivatives

Foreign currency forward

-

3,160

Recurring fair value measurements:

Financial liabilities

Derivatives

Foreign currency forward

1,190

769

  1. Disclosure of valuation process used by the Group and valuation techniques and inputs used in fair value measurements:
    The Group has engaged external valuation expert with the professional qualifications and recent experience to perform the fair value measurement of foreign currency forward contracts outstanding at 30 June 2020 and 31 December 2019.

14 JUTAL OFFSHORE OIL SERVICES LIMITED

Notes to the Condensed Consolidated Financial Statements

For the six months ended 30 June 2020

3. FAIR VALUE MEASUREMENTS (CONTINUED)

  1. Disclosure of valuation process used by the Group and valuation techniques and inputs used in fair value measurements: (Continued) The valuation techniques used and the key inputs to the level 2 fair value measurements are set out below:

Level 2 fair value measurements

Fair value

31 December 2019

Valuation

30 June 2020

Description

technique

Key inputs

RMB'000

RMB'000

Assets

Liabilities

Assets

Liabilities

Derivatives -

Discounted

Forward exchange rate;

foreign currency

cash flows

Contract forward rates;

forward

and Discount rate

-

1,190

3,160

769

4. SEGMENT INFORMATION

The Group has three reportable segments as follows:

  • Fabrication of facilities and provision of integrated services for oil and gas industries ("oil and gas segment")
  • Fabrication of facilities and provision of integrated services for other energy and refining and chemical industries ("other energy and refinery and chemical segment")
  • Provision of technical support services for shipbuilding industry ("shipbuilding service segment")

The Group's reportable segments are strategic business units that offer products and services to different industry sector. They are managed separately because each business unit requires different technology and marketing strategies.

INTERIM REPORT 2020

15

Notes to the Condensed Consolidated Financial Statements

For the six months ended 30 June 2020

4. SEGMENT INFORMATION (CONTINUED)

The Group's other operating segment mainly represents provision of undersea maintenance services for industries other than oil and gas, other energy and refinery and shipbuilding. This segment does not meet any of the quantitative thresholds for determining reportable segments. The information of this other operating segments is included in the 'others' column.

Other energy

and refinery

Shipbuilding

Oil and gas

and chemical

service

segment

segment

segment

Others

Total

RMB'000

RMB'000

RMB'000

RMB'000

RMB'000

(Unaudited)

(Unaudited)

(Unaudited)

(Unaudited)

(Unaudited)

Six months ended 30 June 2020

Revenue from external customers

1,287,834

516

7,766

228

1,296,344

Segment profit/(loss)

179,091

(216)

963

(2,342)

177,496

At 30 June 2020:

Segment assets

2,831,831

176,266

6,051

8,508

3,022,656

Segment liabilities

1,344,869

99,916

4,563

705

1,450,053

Six months ended 30 June 2019

Revenue from external customers

442,529

44,629

4,931

579

492,668

Segment profit/(loss)

78,319

9,043

1,367

(819)

87,910

At 31 December 2019:

(Audited)

(Audited)

(Audited)

(Audited)

(Audited)

Segment assets

2,938,814

270,657

7,626

9,523

3,226,620

Segment liabilities

1,122,920

129,071

4,754

2,215

1,258,960

16 JUTAL OFFSHORE OIL SERVICES LIMITED

Notes to the Condensed Consolidated Financial Statements

For the six months ended 30 June 2020

4. SEGMENT INFORMATION (CONTINUED)

Six months ended 30 June

2019

2020

RMB'000

RMB'000

(Unaudited)

(Unaudited)

Reconciliations of segment profit:

Total profit of reportable segments

177,496

87,910

Unallocated amounts:

Other income

16,281

26,601

Finance costs

(19,432)

(19,204)

Other corporate expenses

(137,062)

(118,843)

Consolidated profit/(loss) before tax

for the period

37,283

(23,536)

5. TURNOVER

The Group's operations and main revenue streams are those described in the last annual financial statements. The Group's revenue is derived from contracts with customers.

INTERIM REPORT 2020

17

Notes to the Condensed Consolidated Financial Statements

For the six months ended 30 June 2020

5. TURNOVER (CONTINUED)

In the following table, revenue is disaggregated by business segments and timing of revenue recognition.

Other energy

Oil and gas

and refinery and

Shipbuilding

For the six months

segment

chemical segment

service segment

Others

Total

ended 30 June

2020

2019

2020

2019

2020

2019

2020

2019

2020

2019

(unaudited)

RMB'000

RMB'000

RMB'000

RMB'000

RMB'000

RMB'000

RMB'000

RMB'000

RMB'000

RMB'000

Timing of revenue

recognition

Goods and services

transferred at a

point in time

100,929

28,963

239

5

-

-

-

-

101,168

28,968

Goods and services

transferred over

time

1,186,905

413,566

277

44,624

7,766

4,931

228

579

1,195,176

463,700

Total

1,287,834

442,529

516

44,629

7,766

4,931

228

579

1,296,344

492,668

The following table provides information about receivables, contract assets and contract liabilities from contracts with customers:

30 June

31 December

2020

2019

RMB'000

RMB'000

(Unaudited)

(Audited)

Trade and bills receivables

654,696

932,550

Contract assets

296,251

161,777

Contract liabilities

525,653

299,110

18 JUTAL OFFSHORE OIL SERVICES LIMITED

Notes to the Condensed Consolidated Financial Statements

For the six months ended 30 June 2020

  1. TURNOVER (CONTINUED)
    The contract assets primarily relate to the Group's rights to consideration for work completed but not billed at the reporting date on the Group's construction services. The contract assets are transferred to trade receivables when the rights become unconditional. This usually occurs when the Group issues an invoice to the customer. The contract liabilities primarily relate to the advance consideration received from customers for the Group's construction services, for which revenue is recognised over time.
    The amount of approximately RMB246,508,000 recognised in contract liabilities at the beginning of the period has been recognised as revenue for the six months ended 30 June 2020.
  2. OTHER INCOME

Six months ended 30 June

2019

2020

RMB'000

RMB'000

(Unaudited)

(Unaudited)

Gain on disposals of fixed assets

-

155

Interest income

5,388

6,335

Government grants recognised

10,621

5,789

Compensation income

-

7,353

Fair value gains on derivative financial

instruments

-

3,393

Sundry income

272

3,576

16,281

26,601

INTERIM REPORT 2020

19

Notes to the Condensed Consolidated Financial Statements

For the six months ended 30 June 2020

7.

OTHER OPERATING EXPENSES

Six months ended 30 June

2019

2020

RMB'000

RMB'000

(Unaudited)

(Unaudited)

Net foreign exchange losses

6,557

12,876

Fair value loss on derivative financial

instruments

3,368

-

Allowance for inventories

2,226

-

Others

1,366

1,239

13,517

14,115

8.

FINANCE COSTS

Six months ended 30 June

2019

2020

RMB'000

RMB'000

(Unaudited)

(Unaudited)

Interest on bank borrowings

16,119

18,749

Others

3,313

455

19,432

19,204

20 JUTAL OFFSHORE OIL SERVICES LIMITED

Notes to the Condensed Consolidated Financial Statements

For the six months ended 30 June 2020

  1. DIVIDENDS
    No interim dividend was proposed for the six months ended 30 June 2020 and 30 June 2019.
  2. INCOME TAX EXPENSE

Six months ended 30 June

2019

2020

RMB'000

RMB'000

(Unaudited)

(Unaudited)

Current tax - PRC Enterprise Income Tax

Provision for the period

22,262

6,585

(Over)/under-provision in prior periods

(5)

8,337

22,257

14,922

Deferred tax

(10,337)

(5,742)

11,920

9,180

No provision for Hong Kong Profits Tax is required since the Group has no assessable profits arising in Hong Kong for the periods ended 30 June 2020 and 2019.

The People's Republic of China (the "PRC") Enterprise Income Tax has been provided on the assessable profit of the Group's subsidiaries in the PRC in accordance with the relevant PRC Enterprise Income Tax laws and regulations.

Tax charge on profits assessable elsewhere have been calculated at the rates of tax prevailing in the countries in which the Group operates, based on existing legislation, interpretation and practices in respect thereof.

INTERIM REPORT 2020

21

Notes to the Condensed Consolidated Financial Statements

For the six months ended 30 June 2020

11. PROFIT/(LOSS) FOR THE PERIOD

The Group's profit/(loss) for the period is arrived at after charging/(crediting):

Six months ended 30 June

2019

2020

RMB'000

RMB'000

(Unaudited)

(Unaudited)

Allowance/(reversal of allowance) for

inventories

2,226

(893)

Impairment losses on trade and other

receivables

26,673

6,290

Gain on disposals of fixed assets

-

(155)

Impairment losses/(reversal of impairment

losses) on contract assets

164

(357)

Directors' emoluments

- As directors

180

180

- For management

3,215

4,646

- Share-based payments

570

2,111

3,965

6,937

22 JUTAL OFFSHORE OIL SERVICES LIMITED

Notes to the Condensed Consolidated Financial Statements

For the six months ended 30 June 2020

12. EARNINGS/(LOSS) PER SHARE

The calculation of basic and diluted earnings/(loss) per share is based on the following:

Six months ended 30 June

2019

2020

RMB'000

RMB'000

(Unaudited)

(Unaudited)

Earnings/(loss)

Profit/(loss) attributable to owners of the

Company, used in the basic and diluted

earnings per share calculation

25,363

(32,716)

Number of shares

Weighted average number of ordinary

shares used in basic earnings per share

calculation

1,634,016,389

1,634,016,389

Effect of dilutive potential ordinary/(loss)

shares arising from share options

-

N/A

Weighted average number of ordinary

shares used in diluted earnings/(loss)

per share calculation

1,634,016,389

N/A

As the exercise of the Group's outstanding share options for the six-month period ended 30 June 2019 were anti-dilutive, no diluted loss per share was presented for the six-month period ended 30 June 2019.

INTERIM REPORT 2020

23

Notes to the Condensed Consolidated Financial Statements

For the six months ended 30 June 2020

  1. FIXED ASSETS
    During the six months ended 30 June 2020, the Group acquired fixed assets of approximately RMB58,897,000 (six months ended 30 June 2019: RMB62,695,000).
  2. RIGHT-OF-USEASSETS
    During the six months ended 30 June 2020, the Group renewed an existing lease contract for use of certain properties and warehouse for 6.5 years. The Group makes fixed payments throughout lease periods. Upon commencement of this renew lease, the Group recognised RMB11,934,000 of right-of-use assets and lease liabilities.
  3. TRADE AND BILLS RECEIVABLES

30 June

31 December

2020

2019

RMB'000

RMB'000

(Unaudited)

(Audited)

Trade receivables

756,811

1,009,021

Allowance for doubtful debts

(125,064)

(98,391)

631,747

910,630

Bills receivables

22,949

21,920

654,696

932,550

Classified as:

Trade receivables, non-current

2,416

538

Trade and bills receivables, current

652,280

932,012

654,696

932,550

24 JUTAL OFFSHORE OIL SERVICES LIMITED

Notes to the Condensed Consolidated Financial Statements

For the six months ended 30 June 2020

15. TRADE AND BILLS RECEIVABLES (CONTINUED)

The aging analysis of trade receivables as at the balance sheet date, based on the date of invoice, is as follows:

30 June

31 December

2020

2019

RMB'000

RMB'000

(Unaudited)

(Audited)

Billed:

0 to 30 days

298,387

367,948

31 to 90 days

27,745

63,156

91 to 365 days

145,433

77,880

Over 365 days

171,535

134,464

643,100

643,448

Unbilled

113,711

365,573

756,811

1,009,021

16. TRADE AND BILLS PAYABLES

30 June

31 December

2020

2019

RMB'000

RMB'000

(Unaudited)

(Audited)

Trade payables

705,658

718,583

Bills payables

32,047

30,410

737,705

748,993

INTERIM REPORT 2020

25

Notes to the Condensed Consolidated Financial Statements

For the six months ended 30 June 2020

16. TRADE AND BILLS PAYABLES (CONTINUED)

The aging analysis of the trade payables as at the balance sheet date, based on the date of receipt of goods and services, is as follows:

30 June

31 December

2020

2019

RMB'000

RMB'000

(Unaudited)

(Audited)

0 to 30 days

486,325

514,017

31 to 90 days

33,573

26,727

91 to 365 days

40,638

77,058

Over 365 days

145,122

100,781

705,658

718,583

17. SHARE CAPITAL

Number of

shares

Amount

HK$'000

Authorised:

Ordinary shares of HK$0.01 each

At 31 December 2019 (Audited) and

30 June 2020 (Unaudited)

4,000,000,000

40,000

26 JUTAL OFFSHORE OIL SERVICES LIMITED

Notes to the Condensed Consolidated Financial Statements

For the six months ended 30 June 2020

17. SHARE CAPITAL (CONTINUED)

A summary of the movements in the issued share capital of the Company is as follows:

Number

Equivalent to

of shares

Amount

amount

HK$'000

RMB'000

Issued and fully paid:

Ordinary shares of

HK$0.01 each

At 1 January 2019

(Audited), 31 December

2019 (Audited) and 30

June 2020 (Unaudited)

1,634,016,389

16,341

14,755

18. 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:

Six months ended 30 June

2019

2020

Note

RMB'000

RMB'000

(Unaudited)

(Unaudited)

Revenue received/receivable

from fellow subsidiaries

(a)

1,654

16,507

Revenue received/receivable

from the ultimate holding

company

73,862

28,904

  1. These fellow subsidiaries are wholly-owned by Beijing Sanju Environmental Protection and New Materials Co., Ltd., the ultimate holding company.

INTERIM REPORT 2020

27

Notes to the Condensed Consolidated Financial Statements

For the six months ended 30 June 2020

  1. SEASONALITY
    The Group's revenue from the oil and gas industry and other energy and refining and chemical industries is subject to seasonal factors and the Group's financial results will be affected by the number and size of projects awarded to the Group through tendering process and the stage of completion of the respective projects. Therefore, the Group is unable to forecast the trend of seasonality and its impact to the Group's financial results.
  2. CAPITAL COMMITMENTS

30 June

31 December

2020

2019

RMB'000

RMB'000

(Unaudited)

(Audited)

Fixed assets - contracted but not

provided for

21,952

35,771

21. CONTINGENT LIABILITIES

The Group is a defendant in a lawsuit brought during the year ended 31 December 2018 claiming approximately RMB8.2 million together with interest relating to subcontracting services rendered by a subcontractor (the "Plaintiff"). The Group has filed a counterclaim against the Plaintiff for approximately RMB3.7 million. The lawsuit is now being proceeded and has not been completed up to the date of this report.

Because the final outcome of the proceeding is uncertain, the directors based on the legal advice obtained and determined that the ultimate liability, if any, will not have a material impact on the Group's financial position.

Save as disclosed above, as at 30 June 2020 and 31 December 2019, the Group did not have other significant contingent liabilities.

28 JUTAL OFFSHORE OIL SERVICES LIMITED

Notes to the Condensed Consolidated Financial Statements

For the six months ended 30 June 2020

  1. EVENTS AFTER THE REPORTING PERIOD
    Since early 2020, the Coronavirus pandemic (the "COVID-19 outbreak") has spread across China and other countries. A series of precautionary and control measures have been and continued to be implemented across the globe. For the six-month period ended 30 June 2020, the COVID-19 outbreak has no material impact to the Group's financial performance and liquidity condition. The Group is paying close attention to the development of, and the disruption to business and economic activities may cause by, the COVID-19 outbreak and continuously monitor its impact may have on the financial position, cash flows and operating results of the Group.
  2. APPROVAL OF FINANCIAL STATEMENTS
    The condensed consolidated financial statements were approved and authorised for issue by the Board of Directors on 25 August 2020.

INTERIM REPORT 2020

29

Management Discussion and Analysis

1. REVIEWS

As a leading constructor of large-scale module and offshore engineering in the PRC, the Group has been promoting business transformation in recent years, with its business focus shifting from traditional oilfield related services and equipment manufacturing to large-scale module construction of energy facilities and modular plant. Relying on its strong technical strength and professionalism, the Group has successfully participated in module construction projects of many international large-scale projects.

At the beginning of the year ended 31 December 2020 (the "Year"), facing the challenges brought by the novel coronavirus epidemic, the Group acted quickly. In accordance with national and local epidemic prevention and control requirements, the Group worked with customers and subcontracting partners to overcome the impact of unfavorable factors such as schedule delays and tight production resources due to the epidemic, and actively created construction conditions. The Group dynamically controlled the plan, resources and progress of the critical path of the project. Through close collaboration and promotion of on-site production, the Group endeavored to solve problems as soon as possible via communication, to ensure smooth and orderly construction of the project, and achieve timely, safe and high-quality delivery for the project.

Benefitting from the successful implementation of the current large projects in hand, the workload of the Penglai site significantly increased as compared with the corresponding period of last year. The Group's revenue and profit for the first half of the Year both recorded a significant increase as compared with the corresponding period of last year.

30 JUTAL OFFSHORE OIL SERVICES LIMITED

Management Discussion and Analysis

1. REVIEWS (CONTINUED)

The project of core module construction of the GCGV natural gas chemical plant undertaken by the Penglai site had delivered five shipments of modules. The client of the GCGV project also specially granted the Penglai site Outstanding Construction Partner Award, recognizing its strong leadership and organizational capabilities, spirits of teamwork efforts and dedication to efficiently complete the project progress, and outstanding achievements in delivering several shipments of modules on time or even in advance.

The Arctic LNG 2 module construction project secured by Penglai site provides the construction a total of 6 modules including the core compressor and generator modules, with a single module weighing more than 10,000 tons. Affected by the European epidemic, some of the drawings that should be provided by the project owner are behind the original schedule, which has caused the overall progress of the Arctic LNG 2 module construction project to be lagging behind. With the efforts of all parties, Penglai site has fully prepared for the construction in all aspects to completing the schedules in the second half of the Year.

In the first half of the Year, workload in Zhuhai site was still insufficient, but the Group's Zhuhai site also won several large-scale project orders, including the construction of fifty sets of offshore wind power equipment for an European offshore wind farm project, and the fabrication of topside modules for an offshore floating production storage and offloading facility (FPSO), with a total contract value of approximately RMB2 billion. As the construction of related projects will mainly start in the second half of the Year, it is expected to significantly improve the workload shortage at the Zhuhai site.

INTERIM REPORT 2020

31

Management Discussion and Analysis

1. REVIEWS (CONTINUED) Turnover

In the first half of the Year, the Group recorded turnover of approximately RMB1,296,344,000, representing an increase of RMB803,676,000 as compared with corresponding period last year, increasing by 163.13%. Among others, turnover from the fabrication of facilities and provision of integrated services for oil and gas industries amounted to RMB1,287,834,000 representing an increase of RMB845,305,000 as compared with corresponding period last year, increased by 191.02%, which was mainly due to the natural gas petrochemical modules construction project undertook by Penglai site was at the peak period and the workload was significantly increased as compared with corresponding period last year. Turnover from the fabrication of facilities and provision of integrated services for other energy and refining and chemical industries decreased by 98.84% or RMB44,113,000 as compared with corresponding period last year, which was mainly due to the fact that most of the projects undertaken in 2017 were implemented in the previous years and the Company actively cut down relevant business. Although the turnover from the provision of technical support services for shipbuilding industry increased by 57.50% or RMB2,835,000 as compared with corresponding period last year, the workload of such business of the Group remains relatively low due to the continually weakened ship-building market.

32 JUTAL OFFSHORE OIL SERVICES LIMITED

Management Discussion and Analysis

1. REVIEWS (CONTINUED) Turnover (Continued)

The table below sets out the analysis of turnover by business segment categories for the six months ended 30 June 2018, 2019 and 2020:

For the six months ended 30 June

2020

2019

2018

Percentage

Percentage

Percentage

of total

of total

of total

Product/service

turnover

turnover

turnover

RMB'000

%

RMB'000

%

RMB'000

%

1.

Fabrication of facilities and

provision of integrated services

for oil and gas industries

1,287,834

99

442,529

90

441,517

62

2. Fabrication of facilities and provision of integrated services

for other energy and refining

and chemical industries

516

0

44,629

9

261,757

37

3. Provision of technical support services for shipbuilding

industry

7,766

1

4,931

1

6,289

1

4.

Others

228

0

579

0

1,564

0

Total

1,296,344

100

492,668

100

711,127

100

INTERIM REPORT 2020

33

Management Discussion and Analysis

1. REVIEWS (CONTINUED) Cost of Sales and Service

During the reporting period, cost of sales and services of the Group amounted to approximately RMB1,118,848,000, representing an increase of RMB714,090,000 or 176.42% when compared with that of the corresponding period of last year. It was mainly caused by the significant increase in workload over the corresponding period of last year. Cost of sales and services comprised direct costs and manufacturing overheads. Direct costs in the current period amounted to approximately RMB978,475,000, representing 87.45% of total cost of sales and services, and an increase of RMB639,563,000 or 188.71% from RMB338,912,000 of the corresponding period of last year. The Group calculates the cost of sales and services of projects on an order-by-order basis. Since the composition of cost differs for each project, the composition of cost of sales and services varies from project to project. Manufacturing overheads in current reporting period has increased to approximately RMB140,373,000, representing an increase of RMB74,527,000 or 113.18% when compared with RMB65,846,000 of the corresponding period of last year.

Gross Profit

During the reporting period, the total amount of gross profit of the Group amounted to approximately RMB177,496,000, representing an increase of RMB89,586,000 or 101.91% when compared with RMB87,910,000 of the corresponding period of last year. The overall gross profit margin decreased to 13.69% from 17.84% of the corresponding period of last year. Changes in business structure resulted in various changes in the gross profit margin of different business segments during the current period. The decrease in the overall gross profit margin was mainly due to the lower gross margin was recorded for some projects that were undertaken in the first half of the Year as compared with that of projects undertaken in the previous year.

34 JUTAL OFFSHORE OIL SERVICES LIMITED

Management Discussion and Analysis

1. REVIEWS (CONTINUED) Gross Profit (Continued)

The table below sets out the analysis of gross profit by business segment for the six months ended 30 June 2018, 2019 and 2020:

For the six months ended 30 June

2020

2019

2018

Gross

Percentage

Gross

Percentage

Gross

Percentage

profit

of total

profit

of total

profit

of total

Product/service

margin

gross profit

margin

gross profit

margin

gross profit

RMB'000

%

RMB'000

%

RMB'000

%

1. Fabrication of facilities and provision of integrated services for oil and gas

industries

179,091

14

101

78,319

18

89

156,285

35

85

2. Fabrication of facilities and provision of integrated services for other energy and refining and chemical

industries

(216)

(42)

0

9,043

20

10

28,004

11

15

3.

Provision of technical

support services for

shipbuilding industry

963

12

0

1,367

28

2

(786)

(12)

0

4.

Others

(2,342)

(1026)

(1)

(819)

(141)

(1)

705

45

0

Total

177,496

100

87,910

100

184,208

100

INTERIM REPORT 2020

35

Management Discussion and Analysis

1. REVIEWS (CONTINUED) Other income

Other income of the Group in the first half of 2020 amounted to approximately RMB16,281,000, mainly comprising interest income of approximately RMB5,388,000 and income from government grants of approximately RMB10,621,000.

Administrative and Other Operating Expenses

Administrative and other operating expenses of the Group in aggregate in the first half of 2020 were approximately RMB110,225,000, representing a decreased of RMB2,685,000 when compared with that of the corresponding period of last year.

Finance Costs

During the reporting period, the finance costs of the Group amounted to approximately RMB19,432,000, which was mainly comprised of interest expenses from bank and other borrowings of approximately RMB16,119,000, bank charges and other costs.

Profit for the Period Attributable to Owners of the Company

In the first half year of 2020, profit attributable to owners of the Company amounted to approximately RMB25,363,000. Basic earnings per share attributable to owners of the Company was approximately RMB1.552 cents.

Liquidity and Financial Resources

As at 30 June 2020, the balance of working funds (cash on hand and bank deposits) of the Group amounted to approximately RMB1,007,565,000 (31 December 2019: RMB808,766,000). During the said period, net cash inflows from operating activities amounted to approximately RMB511,025,000, net cash outflows from investing activities amounted to approximately RMB130,930,000, and net cash outflows from financing activities amounted to approximately RMB199,402,000.

As at 30 June 2020, the Group had available undrawn banking facilities of approximately RMB629,128,000 (31 December 2019: RMB570,323,000), which can be used for bank loans, letters of credit, bank guarantees and other purposes.

36 JUTAL OFFSHORE OIL SERVICES LIMITED

Management Discussion and Analysis

1. REVIEWS (CONTINUED) Capital Structure

As at 30 June 2020, the share capital of the Company comprises 1,634,016,389 ordinary shares (31 December 2019: 1,634,016,389 ordinary shares).

As at 30 June 2020, net assets of the Group amounted to approximately RMB2,196,387,000 (31 December 2019: RMB2,150,993,000), which comprises non-current assets of approximately RMB1,719,452,000 (31 December 2019: RMB1,716,353,000), net current assets of approximately RMB1,039,526,000 (31 December 2019: RMB962,943,000) and non-current liabilities of approximately RMB562,591,000 (31 December 2019: RMB528,303,000).

Significant Investment

In the first half of the Year, according to the market situation and future development plan, the Company further improved the equipment and facilities of the Penglai site, and focused on increasing investment in Zhuhai site to improve the equipment and facilities conditions, these two sites have been approved to implement the investment of nearly RMB150 million to meet the needs of the undertaken projects in hand and potential projects.

Foreign Exchange Risk

The principal place of production and operation of the Group is in the PRC, and the functional currency of the principal operating subsidiaries of the Group is RMB. The Group also operates its business overseas and possesses assets which are denominated in currencies other than RMB. Fluctuation of RMB against other currencies like United States Dollars ("USD") and Euros would bring certain foreign exchange risk to the Group. The Group would minimise the amount of assets which were denominated in other currencies like USD and Euros, perform rolling estimates on foreign exchange rates, and would consider potential foreign exchange risk when entering into business contracts.

INTERIM REPORT 2020

37

Management Discussion and Analysis

1. REVIEWS (CONTINUED) Assets Pledged by the Group

As at 30 June 2020, approximately RMB145,517,000 (31 December 2019: RMB56,813,000) of the bank deposits and approximately RMB9,822,000 (2019: RMB9,507,000) of other receivables of the Group were pledged as security deposits for bank and other borrowings, the issuance of performance bonds, letter of credits and bank acceptance.

At 30 June 2020, the carrying amount of fixed assets pledged as security for the Group's bank and other borrowings amounted to approximately RMB97,779,000 (31 December 2019: RMB105,686,000).

Contingent Liabilities

Save as disclosed in note 21 to the condensed consolidated financial statements in this report, as at 30 June 2020, the Group did not have other significant contingent liabilities.

Capital Management

The Group's main objectives when managing capital are to safeguard the Group's ability to continue as a going concern and to maximise the return to the shareholders through the optimisation of the debt and equity balance.

The Group sets the amount of capital in proportion to risk. The Group manages the capital structure and makes adjustment to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Group may adjust the payment of dividends, issue new shares, buy-back shares, raise new debts, redeem existing debts or sell assets to reduce debts.

The Group monitors its capital by using a gearing ratio, which is total bank and other borrowings divided by total equity of the Group. The Group's policy is to keep the gearing ratio at a reasonable level.

38 JUTAL OFFSHORE OIL SERVICES LIMITED

Management Discussion and Analysis

1. REVIEWS (CONTINUED)

Capital Management (Continued)

The gearing ratios of the Group as at 30 June 2020 and as at 31 December 2019 were as follows:

30 June

31 December

2020

2019

RMB'000

RMB'000

Total bank and other borrowings

491,263

682,042

Total equity

2,196,387

2,150,993

Gearing ratio

22.37%

31.71%

The decrease in gearing ratio for the period resulted primarily from the reduction in bank and other borrowings. The Group adjusts the amount of bank loan facilities from time to time to meet the Group's working capital needs.

Employees and Remuneration Policy

As at 30 June 2020, the Group had total 3,348 employees (31 December 2019: 3,172), of which 1,460 (31 December 2019: 1,428) were management and technical staff, and 1,888 (31 December 2019: 1,641) were technicians.

The Group encourages staff to build long-term service, and strives to create a fair and open competition environment, committed to develop talents with management experience, professional skills and dedication. The Group determines the remuneration and incentives of employees with reference to the prevailing industry practice, and based on their position, duties and performance. The Group contributes to social security funds, including pension fund, medical, unemployment and industrial accident insurances, and housing provident fund for employees in the PRC, and contributes to mandatory provident fund for employees in Hong Kong according to corresponding laws and regulations.

The Group places emphasis on staff development, encourages employees to pursue continuous education, and formulates training programs for employees.

INTERIM REPORT 2020

39

Management Discussion and Analysis

2. FUTURE OUTLOOK

Currently, the total backlog value of the Group was approximately RMB6 billion. In the second half of the Year, construction sites of the Group will usher in the peak period for the construction of several major projects in parallel. With the implementation of the large projects and the significant increase in the expected workload, and having taken into consideration the needs of long-term development for the sites, the Group has made an overall plan for construction sites and gradually promoted the site construction according to project demands to enhance its core construction capacity and steadily increase its construction output. Leveraging on strong management and technical strength, the Group will carefully plan the project implementation, closely arrange for relevant work and refine the assessment, to ensure the smooth development of projects.

The Group's Zhuhai site received several orders of large-scale projects this year, which further indicated that international wind power jacket structures and large and medium-sized fabrication of module and equipment as well as undersea structures and floating products shall be direction for its principal business.

On the basis of consolidating the strengths in the modular market, the Group will also actively explore the new energy market, and enhance the overall competitiveness through multiple measures, including comprehensively improve the project management and talent cultivation, strengthen the system construction of project control, enhance relevant detailed design capability and optimise the supply chain.

40 JUTAL OFFSHORE OIL SERVICES LIMITED

Directors Report and Corporate Governance

INTERIM DIVIDEND

The Board does not recommend payment of any interim dividend for the six months ended 30 June 2020.

USE OF THE RAISED PROCEEDS

On 15 March 2017, The Company entered into a subscription agreement with Sanju Environmental Protection (Hong Kong) Limited ("Sanju HK") and Golden Talent (HK) Technology company Limited ("Golden Talent"), pursuant to which the Company has conditionally agreed to allot and issue an aggregate of 803,562,111 subscription shares, of which Sanju HK and Golden Talent have conditionally agreed to subscribe for 641,566,556 shares and 161,995,555 shares respectively at the subscription price of HK$1.20 per subscription share (the net subscription price is approximately HK$1.197 per subscription share, and the close price of the share on 15 March 2017 was HK$2.00) (the "Subscription"). The Subscription has been approved by the shareholders of the Company at the extraordinary general meeting held on 26 May 2017 and completed on 2 June 2017.

INTERIM REPORT 2020

41

Directors Report and Corporate Governance

USE OF THE RAISED PROCEEDS (CONTINUED)

The net proceeds from the Subscription was approximately HK$962,000,000. As at

30 June 2020, the raised fund has been used as follows:

Plan of use of proceeds from the Subscription as stipulated in the circular of the Company dated 11 May 2017

Use of proceeds from the Subscription to period ended 30 June 2020

Plan of use of the outstanding balance of the proceeds from the Subscription

1. Approximately HK$ 500 All has been used as planned - million for the working capital

in engineering, procurement, installation and construction ("EPIC") projects; and in built

  • transfer projects relating to the oil and gas equipment and facilities
  1. Approximately HK$250 million for the capital expenditure in improving and expanding the production facilities and office facilities in the Group's Zhuhai operation
  2. Approximately HK$212 million for the general working capital of the Group

Approximately HK$59 million has been used for the capital expenditure in the production and office facilities of the Group's Zhuhai fabrication yard

All has been used as planned

The remaining HK$191 million will be kept for the Group's future capital expenditure

in the production and office facilities as necessary

-

42 JUTAL OFFSHORE OIL SERVICES LIMITED

Directors Report and Corporate Governance

SHARE OPTION

The Company's share option schemes (the "Share Option Schemes") enables the Company to grant options to eligible participants as incentives and rewards for their contribution to the Group. Eligible participants include all full time employees, Directors (including independent non-executive Directors) and part-time employees with weekly working hours of 10 hours and above, of the Group, substantial Shareholders of each member of the Group, associates of the Directors and substantial Shareholders of any member of the Group, trustee of any trust pre- approved by the Board; and any advisor (professional or otherwise), consultant, distributor, supplier, agent, customer, joint venture partner, service provider to the Group whom the Board considers, in its sole discretion, has contributed or contributes to the Group.

The Company's 2006 share option scheme (the "2006 Share Option Scheme") was adopted on 28 August 2006 by way of passing resolutions by all of the then Shareholders of the Company with a valid period of 10 years commencing on the date on which the shares of the Company commenced trading on the main board of the Stock Exchange.

The General Scheme Limit of the 2006 Share Option Scheme has been refreshed and approved by Shareholders' resolution at the Company's Annual General Meeting held on 27 May 2009. Unless approval of the shareholders has been obtained the total number of shares which may be issued upon exercise of all options to be granted under the 2006 Share Option Scheme must not, in aggregate, exceed 49,800,000 shares, representing 10% of the shares (498,000,000 shares)in issue on the date of the said Annual General Meeting.

The General Scheme Limit of the 2006 Share Option Scheme has been further refreshed and approved by Shareholders' resolution at the Company's Annual General Meeting held on 25 May 2012. Unless approval of the shareholders has been obtained the total number of shares which may be issued upon exercise of all options to be granted under the 2006 Share Option Scheme must not, in aggregate, exceed 62,279,927 shares, representing 10% of the shares (622,799,278 shares) in issue on the date of the said Annual General Meeting.

INTERIM REPORT 2020

43

Directors Report and Corporate Governance

SHARE OPTION (CONTINUED)

The 2006 Share Option Scheme has expired on 20 September 2016, and a new share option scheme of the Company (the "2016 Share Option Scheme") has been adopted conditionally by Shareholder's resolution at the Company's Annual General Meeting held on 8 June 2016 with a valid period of 10 years commencing on the date of adoption. Unless approval of the shareholders has been obtained, the total number of shares which may be issued upon exercise of all options to be granted under the 2016 Share Option Scheme and any other Share Option Schemes must not, in aggregate, exceed 80,035,427 shares, representing 10% of the shares (800,354,278 shares) in issue on the date of the said Annual General Meeting.

The General Scheme Limit of the 2016 Share Option Scheme has been refreshed and approved by Shareholders' resolution at the Company's Annual General Meeting held on 08 June 2018. Unless approval of the shareholders has been obtained, the total number of shares which may be issued upon exercise of all options to be granted under the 2016 Share Option Scheme must not, in aggregate, exceed 163,401,638 shares, representing 10% of the shares in issue on the date of the said Annual General Meeting and the shares (1,634,016,389 shares) in issue on the date of this interim report.

Unless approval of the shareholders has been obtained, the total number of shares issued and to be issued upon exercise of the options granted to each participant (including both exercised and outstanding options) in any 12-month period must not exceed 1% of the relevant class of the shares in issue from time to time.

Share options granted to a director, chief executive or substantial shareholder of the Company, or to any of their associates, are subject to approval in advance by the independent non-executive Directors (excluding an independent non-executive Director who is the Grantee of the Options). In addition, any share options granted to a substantial shareholder or an independent non-executive Director of the Company, or to any of their associates, in excess of 0.1% of the shares of the Company in issue at any time or with an aggregate value (based on the price of the Company's shares at the date of the grant) in excess of HK$5 million, within any 12-month period, are subject to Shareholders' approval in advance in a general meeting.

44 JUTAL OFFSHORE OIL SERVICES LIMITED

Directors Report and Corporate Governance

SHARE OPTION (CONTINUED)

According to the terms of the Share Option Schemes, the consideration for the grant of the options should be HK$1.00. The options may be exercised in accordance with the terms of the Share Option Schemes at any time during the exercise period as determined by the Board which shall in any event not be more than ten years from the date of grant.

From 1 January 2011 to 30 June 2020, the Board approved to grant and the Company has granted options to Directors and other eligible participants. Details of the options granted are as follows:

  1. Options granted on 23 May 2011

Number of

options lapsed

Shareholding

Weighted

in accordance

percentage

Closing price

average

with the terms

of the

of the Shares

Number of

closing price

Number of

of the options

underlying

immediately

options

of the Shares

options

or the share

Number of

shares for the

before the date

Number of

exercised

immediately

cancelled

option scheme

options

Options in the

Name of

Exercise

Exercise price

of granting

options as at

during

before the dates

during

during

outstanding as

share capital

grantee

period

of the options

the options

1 January 2020

the period

of exercise

the period

the period

at 30 June 2020

of the Company

(HK$)

(HK$)

(HK$)

Director:

Cao Yunsheng

23/05/2013 to

1.06

1.04

1,000,000

-

-

-

-

1,000,000

0.06%

(resigned on

22/05/2021

10 April 2020)

Employee

23/05/2013 to

1.06

1.04

550,000

-

-

-

-

550,000

0.03%

22/05/2021

Total

1,550,000

-

-

-

-

1,550,000

0.09%

INTERIM REPORT 2020

45

Directors Report and Corporate Governance

SHARE OPTION (CONTINUED)

  1. Options granted on 29 July 2015

Number of

options lapsed

Shareholding

Weighted

in accordance

percentage

Closing price

average

with the terms

of the

of the Shares

Number of

closing price

Number of

of the options

underlying

immediately

options

of the Shares

options

or the share

Number of

shares for the

before the date

Number of

exercised

immediately

cancelled

option scheme

options

Options in the

Name of

Exercise

Exercise price

of granting

options as at

during

before the dates

during

during

outstanding as

share capital

grantee

period

of the options

the options

1 January 2020

the period

of exercise

the period

the period

at 30 June 2020

of the Company

(HK$)

(HK$)

(HK$)

Directors:

Wang Lishan

29/07/2017 to

0.86

0.83

5,000,000

-

-

-

-

5,000,000

0.31%

28/07/2025

Cao Yunsheng

29/07/2017 to

0.86

0.83

8,000,000

-

-

-

-

8,000,000

0.49%

(resigned on

28/07/2025

10 April 2020)

Total

13,000,000

-

-

-

-

13,000,000

0.80%

  1. Options granted on 14 October 2016

Number of

options lapsed

Shareholding

Weighted

in accordance

percentage

Closing price

average

with the terms

of the

of the Shares

Number of

closing price

Number of

of the options

underlying

immediately

options

of the Shares

options

or the share

Number of

shares for the

before the date

Number of

exercised

immediately

cancelled

option scheme

options

Options in the

Name of

Exercise

Exercise price

of granting

options as at

during

before the dates

during

during

outstanding as

share capital

grantee

period

of the options

the options

1 January 2020

the period

of exercise

the period

the period

at 30 June 2020

of the Company

(HK$)

(HK$)

(HK$)

Directors:

Wang Lishan

14/10/2018 to

0.68

0.63

5,000,000

-

-

-

-

5,000,000

0.31%

13/10/2026

Cao Yunsheng

14/10/2018 to

0.68

0.63

8,000,000

-

-

-

-

8,000,000

0.49%

(resigned on

13/10/2026

10 April 2020)

Total

13,000,000

-

-

-

-

13,000,000

0.80%

46 JUTAL OFFSHORE OIL SERVICES LIMITED

Directors Report and Corporate Governance

SHARE OPTION (CONTINUED)

  1. Options granted on 9 January 2018

Number of

options lapsed

Shareholding

Weighted

in accordance

percentage

Closing price

average

with the terms

of the

of the Shares

Number of

closing price

Number of

of the options

underlying

immediately

options

of the Shares

options

or the share

Number of

shares for the

before the date

Number of

exercised

immediately

cancelled

option scheme

options

Options in the

Name of

Exercise

Exercise price

of granting

options as at

during

before the dates

during

during

outstanding as

share capital

grantee

period

of the options

the options

1 January 2020

the period

of exercise

the period

the period

at 30 June 2020

of the Company

(HK$)

(HK$)

(HK$)

Directors:

Wang Lishan

09/01/2019 to

2.14

2.11

2,300,000

-

-

-

-

2,300,000

0.14%

08/01/2028

Liu Yunian

09/01/2019 to

2.14

2.11

1,500,000

-

-

-

-

1,500,000

0.09%

08/01/2028

Su Yang

09/01/2019 to

2.14

2.11

1,500,000

-

-

-

-

1,500,000

0.09%

08/01/2028

Zheng Yimin

09/01/2019 to

2.14

2.11

1,500,000

-

-

-

-

1,500,000

0.09%

08/01/2028

Qi Daqing

09/01/2019 to

2.14

2.11

1,500,000

-

-

-

-

1,500,000

0.09%

08/01/2028

Cao Yunsheng

09/01/2019 to

2.14

2.11

8,000,000

-

-

-

-

8,000,000

0.49%

(resigned on 10

08/01/2028

April 2020)

Tang Hui

09/01/2019 to

2.14

2.11

1,500,000

-

-

-

-

1,5000,000

0.09%

(resigned on 10

08/01/2028

April 2020)

Employees

09/01/2019 to

2.14

2.11

47,600,000

-

-

-

-

47,600,000

2.91%

08/01/2028

Total

65,400,000

-

-

-

-

65,400,000

4.00%

INTERIM REPORT 2020

47

Directors Report and Corporate Governance

SHARE OPTION (CONTINUED)

  1. Options granted on 29 May 2019

Number of

options lapsed

Shareholding

Weighted

in accordance

percentage

Closing price

average

with the terms

of the

of the Shares

Number of

closing price

Number of

of the options

underlying

immediately

options

of the Shares

options

or the share

Number of

shares for the

before the date

Number of

exercised

immediately

cancelled

option scheme

options

Options in the

Name of

Exercise

Exercise price

of granting

options as at

during

before the dates

during

during

outstanding as

share capital

grantee

period

of the options

the options

1 January 2020

the period

of exercise

the period

the period

at 30 June 2020

of the Company

(HK$)

(HK$)

(HK$)

a service supplier:

Hong Kong

29/08/2019 to

1.04

0.75

15,000,000

-

-

-

-

15,000,000

0.92%

Zhixin Financial

28/05/2021

News Agency

Limited

Total

15,000,000

-

-

-

-

15,000,000

0.92%

48 JUTAL OFFSHORE OIL SERVICES LIMITED

Directors Report and Corporate Governance

SHARE OPTION (CONTINUED)

  1. Options granted on 24 April 2020#

Number of

options lapsed

Shareholding

Weighted

in accordance

percentage

Closing price

average

with the terms

of the

of the Shares

Number of

closing price

Number of

of the options

underlying

immediately

options

of the Shares

options

or the share

Number of

shares for the

before the date

Number of

exercised

immediately

cancelled

option scheme

options

Options in the

Name of

Exercise

Exercise price

of granting

options as at

during

before the dates

during

during

outstanding as

share capital

grantee

period

of the options

the options

1 January 2020

the period

of exercise

the period

the period

at 30 June 2020

of the Company

(HK$)

(HK$)

(HK$)

Directors:

Li lin

01/04/2021 to

0.48

0.46

4,000,000

-

-

-

-

4,000,000

0.24%

23/04/2026

Gao Zhiqiang

01/04/2021 to

0.48

0.46

4,000,000

-

-

-

-

4,000,000

0.24%

23/04/2026

Wang Ningsheng

01/04/2021 to

0.48

0.46

5,000,000

-

-

-

-

5,000,000

0.31%

23/04/2026

Liu Yunian

01/04/2021 to

0.48

0.46

5,000,000

-

-

-

-

5,000,000

0.31%

23/04/2026

Su Yang

01/04/2021 to

0.48

0.46

2,000,000

-

-

-

-

2,000,000

0.12%

23/04/2026

Zheng Yimin

01/04/2021 to

0.48

0.46

2,000,000

-

-

-

-

2,000,000

0.12%

23/04/2026

Qi Daqing

01/04/2021 to

0.48

0.46

2,000,000

-

-

-

-

2,000,000

0.12%

23/04/2026

Employees

01/04/2021 to

0.48

0.46

24,000,000

-

-

-

-

24,000,000

1.47%

23/04/2026

Total

48,000,000

-

-

-

-

48,000,000

4.00%

INTERIM REPORT 2020

49

Directors Report and Corporate Governance

SHARE OPTION (CONTINUED)

#The estimated fair value of the options granted in 2020 on the date of grant is approximately HK$9,023,000 (equivalent to approximately RMB8,178,000).

This estimated fair value was calculated using the Binomial Option-pricing model. The inputs into the model are as follows:

2020

Number of share options granted

48,000,000

Grant date share price

HK$0.48

Expected volatility

59.59%

Expected life

6 years

Risk free rate

0.40%

Expected dividend yield

1.39%

Expected volatility was determined by calculating the historical volatility of the Company's share price since its Initial Public Offerings to the valuation date. The expected life used in the model has been adjusted, based on the Group's best estimate, for the effects of non-transferability, exercise restrictions and behavioral considerations.

Each option granted under the Share Option Schemes during the period gives the holder the right to subscribe for one ordinary share of the Company. The price for granting the options is HK$1. The exercise price determined by the Board is not less than the highest of:

  1. the closing price of the shares as stated in the daily quotation sheet issued by the Stock Exchange on the date of grant;
  2. the average closing price of the Shares as stated in the daily quotation sheets issued by the Stock Exchange for the five trading days immediately preceding the date of grant; and
  3. the nominal value of the share of the Company at the time of exercise of an option.

50 JUTAL OFFSHORE OIL SERVICES LIMITED

Directors Report and Corporate Governance

DIRECTORS' AND CHIEF EXECUTIVES' INTERESTS AND/OR SHORT POSITIONS IN THE SHARES, UNDERLYING SHARES AND DEBENTURES OF THE COMPANY OR ANY SPECIFIED UNDERTAKING OF THE COMPANY OR ANY OTHER ASSOCIATED CORPORATION

At 30 June 2020, the interests and short positions of each Directors and chief executive in the shares, underlying shares and debentures of the Company and its associated corporations within the meaning of Part XV of the Securities and Futures Ordinance (Cap.571) ("SFO"), as recorded in the register required to be kept by the Company under section 352 of the SFO, or as otherwise notified to the Company and the Stock Exchange pursuant to the "Model Code for Securities Transactions by Directors of Listed Issuers" as set out in Appendix 10 of the Listing Rules (the "Model Code"), were as follows:

Approximate

Number of

percentage of

Name of Directors

Capacity

Shares

shareholding

(Note 1)

Wang Lishan

Interest of a controlled

396,911,278

(L)

24.29%

corporation (Note 2)

Beneficial owner

6,230,000

(L)

0.38%

Share options

12,300,000

(L)

0.75%

Li Lin

Share options

4,000,000

(L)

0.24%

Gao Zhiqiang

Share options

4,000,000

(L)

0.24%

Wang Ningsheng

Share options

5,000,000

(L)

0.31%

Liu Yunian

Share options

6,500,000

(L)

0.40%

Qi Daqing

Beneficial owner

1,550,000

(L)

0.09%

Share options

3,500,000

(L)

0.21%

Su Yang

Share options

3,500,000

(L)

0.21%

Zheng Yimin

Share options

3,500,000

(L)

0.21%

INTERIM REPORT 2020

51

Directors Report and Corporate Governance

DIRECTORS' AND CHIEF EXECUTIVES' INTERESTS AND/OR SHORT POSITIONS IN THE SHARES, UNDERLYING SHARES AND DEBENTURES OF THE COMPANY OR ANY SPECIFIED UNDERTAKING OF THE COMPANY OR ANY OTHER ASSOCIATED CORPORATION (Continued)

Notes:

  1. The letter "L" denotes a long position in the Shares.
  2. The 396,911,278 Shares are held by Cheung Hing Investments Limited, which is wholly-owned by Mr. Wang Lishan.

Save as disclosed above, at no time during the period was the Company, its subsidiaries, its fellow subsidiaries, its parent company or its other associated corporations a party to any arrangement to enable the directors and chief executives of the Company (including their spouse and children under 18 years of age) to hold any interests or short positions in the shares or underlying shares in, or debentures of, the Company or any its specified undertakings or other associated corporations.

52 JUTAL OFFSHORE OIL SERVICES LIMITED

Directors Report and Corporate Governance

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

At 30 June 2020, in addition to those of the Directors and chief executives already disclosed above, the register of substantial shareholders maintained by the Company pursuant to section 336 of Part XV of the SFO shows that the Company had been notified of the following substantial shareholders' interests and/or short positions, being 5% or more of the Company's issued share capital:

Number of

Percentage of

Name of Shareholder

Capacity

Shares

shareholding

(Note 1)

Sanju Environmental

Beneficial owner(Note 2)

641,566,556(L)

39.26%

Protection (Hong Kong)

Limited

Beijing Sanju Environmental

Interest of a controlled

641,566,556(L)

39.26%

Protection & New Materials

corporation (Note 2)

Co., Ltd. (北京三聚環保新材

料股份有限公司)

Cheung Hing Investments

Beneficial owner (Note 3)

396,911,278(L)

24.29%

Limited

Wang Lishan

Interest of a controlled

396,911,278(L)

24.29%

corporation (Note 3)

Beneficial owner

18,530,000(L)

1.13%

Hong Man Chu

Interest of spouse

161,995,555(L)

9.91%

(Note 4)

Lo Chun Yim

Interest of a controlled

161,995,555(L)

9.91%

corporation (Note 5)

Golden Talent (HK)

Beneficial Owner (Note 5)

161,995,555(L)

9.91%

Technology Co., Limited

INTERIM REPORT 2020

53

Directors Report and Corporate Governance

SUBSTANTIAL SHAREHOLDERS' INTERESTS AND/OR SHORT POSITIONS IN THE SHARES AND UNDERLYING SHARES OF THE COMPANY (Continued)

Notes:

  1. The letters "L" denote a long position in the shares respectively.
  2. The 641,566,556 shares are held by Sanju Environmental Protection (Hong Kong) Limited, which is wholly-ownedby Beijing Sanju Environmental Protection & New Materials Co., Ltd. (北京三聚環保新材 料股份有限公司).
  3. The 396,911,278 shares are held by Cheung Hing Investments Limited, which is wholly-owned by Mr. Wang Lishan.
  4. Ms. Hong Man Chu is the spouse of Mr. Lo Chun Yim.
  5. These shares are held by Golden Talent (HK) Technology Co., Limited, which is beneficially and wholly- owned by Mr. Lo Chun Yim.

DIRECTORS' RIGHTS TO ACQUIRE SHARES OR DEBENTURE

Save as the share options granted to the Directors under the Share Option Schemes of the Company, at no time during the period, the Directors and chief executive (including their spouse and children under 18 years of age) had any other interest in, or had been granted, or exercised, any rights to subscribe for shares (or warrants or debentures, if applicable) of the Company, its specified undertakings and its other associated corporations required to be disclosed pursuant to the SFO and the Hong Kong Companies Ordinance (Cap.622).

54 JUTAL OFFSHORE OIL SERVICES LIMITED

Directors Report and Corporate Governance

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 listed securities during the reporting period.

CORPORATE GOVERNANCE

The Company had adopted the Corporate Governance Code (the "Code Provisions") introduced in Appendix 14 of the Listing Rules by the Stock Exchange to maintain a high standard of corporate governance so as to improve the corporate transparency and protect the interests of the Company's shareholders.

In the opinion of the Directors, the Company has complied with the Code Provisions during the reporting period, save and except the Company provides the two board members, namely Mr. Wang Ningsheng and Mr. Liu Yunian, with monthly internal financial statements, instead of all board members, because they are responsible for overseeing the financial affairs of the Company. The remaining Directors have access to the monthly internal financial statements as well. The reason for such deviation from the Code Provisions is to enhance the Company's management efficiency.

DIRECTORS' SECURITIES TRANSACTIONS

The Company adopted the Model Code as set out in Appendix 10 of the Listing Rules as its own code of conduct regarding Directors' securities transactions.

Having made specific enquiry of all Directors, the Directors have complied with the required standard set out in the Model Code regarding Directors' securities transactions in the reporting period.

INTERIM REPORT 2020

55

Directors Report and Corporate Governance

AUDIT COMMITTEE

The Company has established an audit committee in compliance with the Rule 3.21 of the Listing Rules. The Audit Committee comprises three independent non-executive Directors. The primary duties of the Audit Committee (inter alia) are to review the financial information of the Company, monitor the financial reporting process, risk management and internal control system of the Group, and to make proposals to the Board as to appointment, renewal and resignation of the Company's external auditor and the related remuneration and appointment terms. The Audit Committee has reviewed the unaudited interim financial information of the Group for the six months ended 30 June 2020 and is of the opinion that such information has complied with the applicable accounting standards, and the Listing Rules and legal requirements, and that adequate disclosures have been made.

OTHER COMPLIANCE

The Company has complied with Rules 3.10(1), 3.10(2) and 3.10A of the Listing Rules and appointed three independent non-executive Directors including one with financial management expertise. Details of the Directors' biographies were set out in the Company's 2019 Annual Report and the respective announcements dated 8 January 2020 and 13 April 2020.

By Order of the Board

Jutal Offshore Oil Services Limited

Wang Lishan

Chairman

Hong Kong, 25 August 2020

56 JUTAL OFFSHORE OIL SERVICES LIMITED

Corporate Information

SHARE INFORMATION

Listing place

: Main Board of The Stock Exchange

of Hong Kong Limited

Stock code

:

03303

Listing date

:

21 September 2006

Stock name

:

Jutal Oil Ser

Issued shares

:

1,634,016,389 ordinary shares

Website

:

http://www.jutal.com

BOARD OF DIRECTORS

Executive directors

Mr. Wang Lishan (Chairman)

Mr. Liu Lei (Deputy Chairman)

Mr. Li Lin

Mr. Gao Zhiqiang

Mr. Wang Ningsheng (President)

Mr. Liu Yunian

Independent non-executive directors Mr. Su Yang

Mr. Qi Daqing

Mr. Zheng Yimin

COMPANY REPRESENTATIVE AND

COMPANY SECRETARY

Ms. Leung Fung Yee Alice

REGISTERED OFFICE

Cricket Square,

Hutchins Drive,

P.O. Box 2681,

Grand Cayman,

KY1-1111,

Cayman Islands

PRINCIPAL PLACE OF BUSINESS IN

HONG KONG

1102-1103, 11th Floor,

No. 9 Queen's Road Central,

Hong Kong

HEADQUARTERS IN THE PRC

10th Floor, Chiwan Petroleum Building,

Shekou, Nanshan District,

Shenzhen, The PRC 518068

Tel: (86 755) 26694111

Fax: (86 755) 26694666

LEGAL ADVISORS As to Hong Kong law:

Anthony Siu & Co., Solicitors & Notaries 1102-1103, 11th Floor,

No. 9 Queen's Road,

As to PRC law:

Deheng Law Offices (Shenzhen) 11/F, Block B, Anlian Plaza,

4018 Jintian Road, Futian District, Shenzhen, The PRC

As to Cayman Islands law: Conyers Dill & Pearman Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman, KY1-1111, Cayman Islands

AUDITOR

RSM Hong Kong

Certified Public Accountants

29th Floor,

Lee Garden Two,

28 Yun Ping Road, Causeway Bay

Hong Kong

PRINCIPAL SHARE REGISTRAR AND TRANSFER OFFICE IN THE CAYMAN ISLANDS

SMP Partners (Cayman) Limited Royal Bank House - 3rd Floor,

24 Shedden Road, P.O. Box 1586, Grand Cayman, KY1-1110, Cayman Islands

BRANCH SHARE REGISTRAR AND

TRANSFER OFFICE IN HONG KONG

Tricor Investor Services Limited

Level 54,

Hopewell Centre,

183 Queen's Road East,

Wanchai, Hong Kong

INVESTOR ENQUIRY Investor Relations

Jutal Offshore Oil Services Limited 10th Floor, Chiwan Petroleum Building Shekou, Nanshan District Shenzhen, The PRC 518068

Tel: (86 755) 26850472

Fax : (86 755) 26694666

Email: yxy@jutal.com

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Jutal Offshore Oil Services Limited published this content on 18 September 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 18 September 2020 04:04:02 UTC