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
-
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. - 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)
- 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 |
- 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)
- 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
-
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. - 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
-
DIVIDENDS
No interim dividend was proposed for the six months ended 30 June 2020 and 30 June 2019. - 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
-
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). - 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. - 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 | |
- 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
-
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. - 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
-
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. - 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
- Approximately HK$250 million for the capital expenditure in improving and expanding the production facilities and office facilities in the Group's Zhuhai operation
- 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$1.00. The options may be exercised in accordance with the terms of the Share Option Schemes at any time during the exercise period as determined by the Board which shall in any event not be more than ten years from the date of grant.
From 1 January 2011 to 30 June 2020, the Board approved to grant and the Company has granted options to Directors and other eligible participants. Details of the options granted are as follows:
- Options granted on 23 May 2011
Number of | ||||||||||
options lapsed | Shareholding | |||||||||
Weighted | in accordance | percentage | ||||||||
Closing price | average | with the terms | of the | |||||||
of the Shares | Number of | closing price | Number of | of the options | underlying | |||||
immediately | options | of the Shares | options | or the share | Number of | shares for the | ||||
before the date | Number of | exercised | immediately | cancelled | option scheme | options | Options in the | |||
Name of | Exercise | Exercise price | of granting | options as at | during | before the dates | during | during | outstanding as | share capital |
grantee | period | of the options | the options | 1 January 2020 | the period | of exercise | the period | the period | at 30 June 2020 | of the Company |
(HK$) | (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)
- 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$) | ||||||||
Directors: | ||||||||||
Wang Lishan | 29/07/2017 to | 0.86 | 0.83 | 5,000,000 | - | - | - | - | 5,000,000 | 0.31% |
28/07/2025 | ||||||||||
Cao Yunsheng | 29/07/2017 to | 0.86 | 0.83 | 8,000,000 | - | - | - | - | 8,000,000 | 0.49% |
(resigned on | 28/07/2025 | |||||||||
10 April 2020) | ||||||||||
Total | 13,000,000 | - | - | - | - | 13,000,000 | 0.80% | |||
- Options granted on 14 October 2016
Number of | ||||||||||
options lapsed | Shareholding | |||||||||
Weighted | in accordance | percentage | ||||||||
Closing price | average | with the terms | of the | |||||||
of the Shares | Number of | closing price | Number of | of the options | underlying | |||||
immediately | options | of the Shares | options | or the share | Number of | shares for the | ||||
before the date | Number of | exercised | immediately | cancelled | option scheme | options | Options in the | |||
Name of | Exercise | Exercise price | of granting | options as at | during | before the dates | during | during | outstanding as | share capital |
grantee | period | of the options | the options | 1 January 2020 | the period | of exercise | the period | the period | at 30 June 2020 | of the Company |
(HK$) | (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)
- 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)
- 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)
- 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:
- the closing price of the shares as stated in the daily quotation sheet issued by the Stock Exchange on the date of grant;
- 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
- 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:
- The letter "L" denotes a long position in the Shares.
- 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:
- The letters "L" denote a long position in the shares respectively.
- 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).
- The 396,911,278 shares are held by Cheung Hing Investments Limited, which is wholly-owned by Mr. Wang Lishan.
- Ms. Hong Man Chu is the spouse of Mr. Lo Chun Yim.
- 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
This is an excerpt of the original content. To continue reading it, access the original document here.
Attachments
- Original document
- Permalink
Disclaimer
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