DO NOT FORWARD THIS OFFERING IS ... - Fundsupermart.com

STRICTLY CONFIDENTIAL — DO NOT FORWARD THIS OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE PERSONS OUTSIDE THE UNITED STATES. IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the offering circular attached to this e-mail. You are therefore advised to read this disclaimer carefully before reading, accessing or making any other use of the attached offering circular. In accessing the attached offering circular, you agree to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from China Singyes Solar Technologies Holdings Limited as a result of such access. Confirmation of Your Representation: By accepting the email and accessing the attached document you shall be deemed to have represented to BOCI Asia Limited, The Hongkong and Shanghai Banking Corporation Limited, Guotai Junan Securities (Hong Kong) Limited, SBI China Capital Financial Services Limited, China Everbright Securities (HK) Limited and Sun Hung Kai Investment Services Limited (the “Joint Lead Managers”) that (1) you are not in the United States and, to the extent you purchase the securities described in the attached offering circular, you will be doing so pursuant to Regulation S under the United States Securities Act of 1933, as amended (the “Securities Act”) and (2) you consent to the delivery of the attached offering circular and any amendments or supplements thereto by electronic transmission. The attached document has been made available to you in electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of transmission and consequently none of the Company, the Joint Lead Managers or any of their respective directors, employees, representatives or affiliates accepts any liability or responsibility whatsoever in respect of any discrepancies between the document distributed to you in electronic format and the hard copy version. The Joint Lead Managers will provide a hard copy version to you upon request. Restrictions: The attached document is an offering circular and is being furnished in connection with an offering exempt from registration under the Securities Act solely for the purpose of enabling a prospective investor to consider the purchase of the securities described herein. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE OR LOCAL SECURITIES LAWS. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. Except with respect to eligible investors in jurisdictions where such offer is permitted by law, nothing in this electronic transmission constitutes an offer or an invitation by or on behalf of the Company or the Joint Lead Managers to subscribe for or purchase any of the securities described therein, and access has been limited so that it shall not constitute a general advertisement or general solicitation (as those terms are used in Regulation D under the Securities Act) or directed selling efforts (within the meaning of Regulation S under the Securities Act) in the United States or elsewhere. If a jurisdiction requires that the offering be made by a licensed broker or dealer and a Joint Lead Manager or any affiliate of such Joint Lead Manager is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by such Joint Lead Manager or such affiliate on behalf of the Company in such jurisdiction. You are reminded that you have accessed the attached offering circular on the basis that you are a person into whose possession this offering circular may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not nor are you authorised to deliver or forward this document, electronically or otherwise, to any other person. If you have gained access to this transmission contrary to the foregoing restrictions, you will be unable to purchase any of the securities described therein. Actions that You May Not Take: You should not reply by e-mail to this communication, and you may not purchase any securities by doing so. Any reply e-mail communications, including those you generate by using the “Reply” function on your e-mail software, will be ignored or rejected. YOU ARE NOT AUTHORISED AND YOU MAY NOT FORWARD OR DELIVER THE ATTACHED OFFERING CIRCULAR, ELECTRONICALLY OR OTHERWISE, TO ANY OTHER PERSON OR REPRODUCE SUCH OFFERING CIRCULAR IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT AND THE ATTACHED OFFERING CIRCULAR IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. You are responsible for protecting your electronic device against viruses and other destructive items. Your use of this e-mail is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature.

The information in this preliminary offering circular is not complete and may be changed. This preliminary offering circular is not an offer to sell these securities and it is not soliciting offers to buy these securities in any jurisdiction where such offer or sale is not permitted.

Subject to Completion Preliminary offering circular dated 6 February 2017 OFFERING CIRCULAR

STRICTLY CONFIDENTIAL

China Singyes Solar Technologies Holdings Limited (incorporated in Bermuda with limited liability)

US$

% Senior Notes due Issue Price: %

Our % senior notes due (the “Notes”) will bear interest from 2017 at % per annum, payable semi-annually in arrear on and of each year, beginning 2017. The Notes will mature on (the “Maturity Date”). The Notes are senior obligations of China Singyes Solar Technologies Holdings Limited (the “Company”), guaranteed by our existing subsidiaries (the “Subsidiary Guarantors”) other than (i) those organised under the laws of the PRC and (ii) certain other subsidiaries specified in the section entitled “Description of the Notes”. We refer to the guarantees by the Subsidiary Guarantors as Subsidiary Guarantees. Under certain circumstances and subject to certain conditions, a Subsidiary Guarantee required to be provided by our subsidiary may be replaced by a limited-recourse guarantee (the “JV Subsidiary Guarantee”). We refer to the subsidiaries providing a JV Subsidiary Guarantee as JV Subsidiary Guarantors. The Company may redeem the Notes, as a whole but not in part, at a redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to the date fixed by the Company for redemption, if the Company or a Subsidiary Guarantor or a JV Subsidiary Guarantor (if any) would become obligated to pay certain additional amounts as a result of certain changes in specified tax laws or certain other circumstances. Upon the occurrence of a Change of Control (as defined in the indenture governing the Notes (the “Indenture”), we must make an offer to repurchase all Notes outstanding at a purchase price equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to the date of repurchase. The Notes will be (i) senior in right of payment to any existing and future obligations of the Company expressly subordinated in right of payment to the Notes, (ii) at least pari passu in right of payment with all other unsecured, unsubordinated Indebtedness (as defined in the section entitled “Description of the Notes”) of the Company (subject to any priority rights of such unsecured, unsubordinated Indebtedness pursuant to applicable law), (iii) effectively subordinated to the secured obligations (if any) of the Company and the Subsidiary Guarantors and the JV Subsidiary Guarantors (if any), to the extent of the value of the assets serving as security therefor, and (iv) effectively subordinated to all existing and future obligations of the Non-Guarantor Subsidiaries (as defined in the section entitled “Description of the Notes”). In addition, applicable law may limit the enforceability of the Subsidiary Guarantees and the JV Subsidiary Guarantees (if any). See “Risk Factors — Risks Relating to the Subsidiary Guarantees and the JV Subsidiary Guarantees”. For a more detailed description of the Notes, see the section entitled “Description of the Notes” beginning on page 136. Investing in the Notes involves risks. See the section entitled “Risk Factors” beginning on page 20. Application will be made to The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) for the listing of the Notes by way of debt issues to professional investors (as defined in Chapter 37 of the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange and in the Securities and Futures Ordinance (Cap. 571) of Hong Kong) (together, “Professional Investors”) only. This document is for distribution to Professional Investors only. Investors should not purchase the Notes in the primary or secondary markets unless they are Professional Investors and understand the risks involved. The Notes are only suitable for Professional Investors. The Stock Exchange has not reviewed the contents of this document, other than to ensure that the prescribed form disclaimer and responsibility statements, and a statement limiting distribution of this document to Professional Investors only have been reproduced in this document. Listing of the Notes on the Stock Exchange is not to be taken as an indication of the commercial merits or credit quality of the Notes or the Issuer the Subsidiary Guarantors and the JV Subsidiary Guarantors (if any) or quality of disclosure in this document. Hong Kong Exchanges and Clearing Limited and the Stock Exchange take no responsibility for the contents of this document, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss however arising from or in reliance upon the whole or any part of the contents of this document. The Notes, the Subsidiary Guarantees and the JV Subsidiary Guarantees (if any) have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), or under any securities law of any state or other jurisdiction of the United States, and may not be offered or sold within the United States (as defined in Regulation S under the Securities Act (“Regulation S”)) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Notes are being offered and sold by the Initial Purchasers (as set out in the section entitled “Plan of Distribution”) only in offshore transactions in reliance on Regulation S. For a description of these and certain further restrictions on offers and sales of the Notes and the distribution of this Offering Circular, see the sections entitled “Plan of Distribution” and “Transfer Restrictions.” With reference to the Notice on Promoting the Reform of the Filing and Registration System for Issuance of Foreign Debt by Enterprises (國家發展改革委關於推進企業發行外債備案登記制管理改革的通知(發改外資[2015]2044)) (the “NDRC Notice”) promulgated by National Development and Reform Commission (the “NDRC”) of the PRC on 14 September 2015 which came into effect on the same day, we have registered the issuance of the Notes with the NDRC and obtained a certificate from the NDRC dated 7 November 2016 evidencing such registration. Pursuant to the registration certificate, we will cause relevant information relating to the issue of the Notes to be reported to the NDRC within 10 PRC working days after the issue date of the Notes. The Notes will be represented by beneficial interests in a permanent global certificate (the “Global Certificate”) in registered form, without interest coupons attached, which will be registered in the name of a nominee of, and shall be deposited with a common depositary for, Euroclear Bank SA/NV (“Euroclear”) and Clearstream Banking S.A. (“Clearstream”). We expect that delivery of the Notes will be made to investors in book-entry form on or about 2017.

Joint Global Coordinators BOC International

HSBC

Guotai Junan International

Joint Lead Managers and Joint Bookrunners BOC International

HSBC

Guotai Junan International

SBI China Capital Financial Services Limited

The date of this Offering Circular is

China Everbright Securities (HK) 2017.

Sun Hung Kai Financial

IMPORTANT NOTICE The contents of this Offering Circular have not been reviewed by any regulatory authority in Hong Kong or elsewhere. Investors are advised to exercise caution in relation to the offering of the Notes (the “Offering”) described herein. If investors are in any doubt about any of the contents of this Offering Circular, they should obtain independent professional advice. The Company, having made all reasonable enquiries, confirms that to its best knowledge and belief (i) this Offering Circular contains all information with respect to the Company and its subsidiaries taken as a whole (collectively, the “Group”) and to the issue of the Notes, which is material in the context of the issue and offering of the Notes (including all information which, according to the particular nature of the Company, the Group and of the Notes, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profits and losses and prospects of the Company, the Group and of the rights attaching to the Notes), (ii) all statements of fact relating to the Company, the Group and to the Notes contained in this Offering Circular are in all material respects true and accurate and not misleading in any material respect, and that there are no other facts in relation to the Company, the Group and to the Notes the omission of which would in the context of the issue of the Notes make any statement in this Offering Circular misleading in any material respect, (iii) the opinions and intentions expressed with regard to the Company and the Group contained in this Offering Circular are honestly made or held and have been reached after considering all relevant circumstances and have been based on reasonable assumptions and (iv) all reasonable enquiries have been made by the Company to ascertain such facts and to verify the accuracy of all such information and statements. The Company accepts full responsibility for the information contained in this Offering Circular. This Offering Circular has been prepared by the Company solely for use in connection with the proposed offering of the Notes described in this Offering Circular. The distribution of this Offering Circular and the offering of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Offering Circular comes are required by the Company and BOCI Asia Limited, The Hongkong and Shanghai Banking Corporation Limited, Guotai Junan Securities (Hong Kong) Limited, SBI China Capital Financial Services Limited, China Everbright Securities (HK) Limited and Sun Hung Kai Investment Services Limited (collectively the “Joint Lead Managers” and each a “Joint Lead Manager”) to inform themselves about and to observe any such restrictions. No action is being taken to permit a public offering of the Notes or the distribution of this Offering Circular in any jurisdiction where action would be required for such purposes. There are restrictions on the offer and sale of the Notes, and the circulation of documents relating thereto, in certain jurisdictions and to persons connected therewith. For a description of certain further restrictions on offers, sales and resales of the Notes and distribution of this Offering Circular, see “Plan of Distribution” and “Transfer Restrictions”. No person has been or is authorised to give any information or to make any representation concerning the Company, the Group, the Notes other than as contained herein and, if given or made, any such other information or representation should not be relied upon as having been authorised by the Company, the Joint Lead Managers, The Hongkong and Shanghai Banking Corporation Limited as the trustee (the “Trustee”), the Paying Agent, the Registrar and the Transfer Agent (as defined in the section entitled “Description of the Notes”, collectively, the “Agents”). Neither the delivery of this Offering Circular nor any offering, sale or delivery made –i–

in connection with the issue of the Notes shall, under any circumstances, constitute a representation that there has been no change or development reasonably likely to involve a change in the affairs of the Company, the Group or any of them since the date hereof or create any implication that the information contained herein is correct as at any date subsequent to the date hereof. This Offering Circular does not constitute an offer of, or an invitation by or on behalf of the Company, the Joint Lead Managers, the Trustee or the Agents to subscribe for or purchase any of the Notes and may not be used for the purpose of an offer to, or a solicitation by, anyone in any jurisdiction or in any circumstances in which such offer or solicitation is not authorised or is unlawful. No representation or warranty, express or implied, is made or given by the Joint Lead Managers, the Trustee or the Agents or any of their respective affiliates, employees, directors, officers, agents, representatives or advisors as to the accuracy, completeness or sufficiency of the information contained in this Offering Circular, and nothing contained in this Offering Circular is, or shall be relied upon as, a promise, representation or warranty by the Joint Lead Managers, the Trustee or the Agents. None of the Joint Lead Managers, the Trustee or the Agents or any of their respective affiliates, employees, directors, officers, agents, representatives or advisors has independently verified any of the information contained in this Offering Circular and none of them can give any assurance that this information is accurate, truthful or complete. This Offering Circular is not intended to provide the basis of any credit or other evaluation nor should it be considered as a recommendation by the Company, the Joint Lead Managers, the Trustee or the Agents that any recipient of this Offering Circular should purchase the Notes. Each potential purchaser of the Notes should determine for itself the relevance of the information contained in this Offering Circular and its purchase of the Notes should be based upon such investigations with its own tax, legal and business advisers as it deems necessary. See “Risk Factors” for a discussion of certain factors to be considered in connection with an investment in the Notes. This Offering Circular includes particulars given in compliance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”) for the purposes of giving information with regard to the Company and the Subsidiary Guarantors. The Company and the Subsidiary Guarantors accept full responsibility for the accuracy of the information contained in this Offering Circular and confirms, having made all reasonable enquiries, that to the best of its knowledge and belief there are no other facts the omission of which would make any statement herein misleading. In making an investment decision, investors must rely on their own examination of the Company, the Group and the terms of the Offering, including the merits and risks involved. See “Risk Factors” for a discussion of certain factors to be considered in connection with an investment in the Notes. Each person receiving this Offering Circular acknowledges that such person has not relied on the Joint Lead Managers. Each potential purchaser of the Notes acknowledges that such person has not relied on the Joint Lead Managers, the Trustee, the Agents or on any of their respective affiliates, employees, directors, officers, agents, representatives or advisors in connection with its investigation of the accuracy of such information or its investment decision. To the fullest extent permitted by law, none of the Joint Lead Managers, the Trustee or the Agents or any of their respective affiliates, employees, directors, officers, agents, representatives or advisors accept any responsibility for the contents of this Offering Circular or for any statements – ii –

made or purported to be made by any of them or on their behalf in connection with the Company, the Subsidiary Guarantors, the Group, or the issue and offering of the Notes or the Subsidiary Guarantees. Each of the Joint Lead Managers, the Trustee and the Agents and their respective affiliates, employees, directors, officers, agents, representatives or advisors accordingly disclaims all and any liability whether arising in tort or contract or otherwise which it might otherwise have in respect of this Offering Circular or any such statement. None of the Joint Lead Managers, the Trustee or the Agents or any of their respective affiliates, employees, directors, officers, agents, representatives or advisors undertakes to review the financial condition or affairs of the Company, the Subsidiary Guarantors or the Group after the date of this Offering Circular nor to advise any investor or potential investor in the Notes of any information coming to the attention of any of the Joint Lead Managers, the Trustee or the Agents. Except as otherwise indicated in this Offering Circular, all non-company specific statistics and data relating to the industry or to the economic development of Hong Kong or the PRC have been extracted or derived from publicly available information and industry publications. The information has not been independently verified by the Company, the Trustee, the Agents or the Joint Lead Managers or by their respective directors and advisers, and none of the Company, the Trustee, the Agents, the Joint Lead Managers or their respective directors and advisers make any representation as to the correctness, accuracy or completeness of that information. In addition, third-party information providers may have obtained information from market participants and such information may not have been independently verified. References to “we”, “us”, “our” or the “Company” are to China Singyes Solar Technologies Holdings Limited. References to the “Group” are to the Company and its subsidiaries taken as a whole. Unless otherwise specified or the context requires, references herein to “Hong Kong dollars”, “HK dollars” and “HK$” are to the lawful currency of Hong Kong, references herein to “RMB” and “Renminbi” are to Renminbi, the lawful currency of the People’s Republic of China (the “PRC” or “China”) and references herein to “US dollars”, “USD” and “US$” are to the lawful currency of the United States of America (the “United States” or the “US”). Unless expressly stated or the context requires otherwise, all data in this Offering Circular is as of the date of this Offering Circular. PRESENTATION OF FINANCIAL INFORMATION Our consolidated financial statements are prepared in accordance with International Financial Reporting Standards (“IFRS”), which differ in certain respects from generally accepted accounting principles in certain other countries. We prepare and publish our consolidated financial statements in Renminbi. Unless otherwise stated in this Offering Circular, all other translations from Renminbi amounts to US dollars were made at the rate of RMB6.6459 to US$1.00, the noon buying rate in New York City for cable transfers payable in Renminbi as certified for customs purposes by the Federal Reserve Bank of New York on June 30, 2016. – iii –

All such translations in this Offering Circular are provided solely for your convenience and no representation is made that the Renminbi amounts referred to herein have been, could have been or could be converted into US dollars, or vice versa, at any particular rate or at all. For further information relating to the exchange rates, see “Exchange Rate Information.” FORWARD-LOOKING STATEMENTS Certain statements in this Offering Circular are not historical facts and are forward-looking statements. This Offering Circular may contain words such as “believe”, “could”, “may”, “intend”, “will”, “target”, “estimate”, “project”, “predict”, “forecast”, “guideline”, “should”, “plan”, “expect” and “anticipate” and similar expressions that are intended to identify forward-looking statements, but are not the exclusive means of identifying these statements. Particularly, statements under the sections “Summary”, “Risk Factors”, “Business” and sections relating to the following matters may include forward-looking statements regarding: •

the financial position, business strategy, prospects, capital expenditure and investment plans of the Group; and

•

the plans and objectives of the Group’s management for its future operations (including development plans and objectives relating to the Group’s operations).

Such statements are subject to various risks and uncertainties, including, but not limited to: •

competition in the industry in which the Group operates;

•

adverse economic conditions that could negatively impact the Group’s business, financial condition and results of operations;

•

broad market trends and other factors beyond the Group’s control that could harm its business, financial condition and results of operations;

•

the Group’s ability to obtain adequate financing;

•

failure to protect the Group’s intellectual property rights;

•

the risks of increased costs and the uncertainty of technological changes, insufficient systems capacity and systems failures;

•

changes in laws, regulations and taxation in the highly regulated industry in which the Group operates and, any failure to comply with such legal and regulatory obligations;

•

any delay or disapproval of new rules, amendments to existing rules or fees that could have an adverse effect on the Group; and

•

other factors, including those discussed in “Risk Factors”.

Forward-looking statements involve inherent risks and uncertainties. Should one or more of these or other uncertainties or risks materialise, actual results may vary materially from those estimated, anticipated or projected. Specifically, but without limitation, capital costs could increase, projects could be delayed, and anticipated improvements in capacity, performance or profit levels might not be fully realised. Although the Company believes that the expectations of the Company’s management as reflected by such forward-looking statements are reasonable based on information currently available to it, no assurances can be given that such expectations will prove to have been correct. Accordingly, investors are cautioned not to place undue reliance on the forward looking statements and the Company undertakes no obligations to update or revise any of them, whether as a result of new information, future developments or otherwise. – iv –

TABLE OF CONTENTS Page SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1

THE OFFERING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5

SUMMARY FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

11

RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

20

USE OF PROCEEDS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

54

CAPITALISATION AND INDEBTEDNESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

55

EXCHANGE RATE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

56

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF OPERATIONS . . . . . . . . . . . . . . . . . .

59

INDUSTRY OVERVIEW. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

73

CORPORATE STRUCTURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

84

BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

85

MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

119

DESCRIPTION OF OTHER MATERIAL INDEBTEDNESS AND OTHER OBLIGATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

128

DESCRIPTION OF THE NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

136

SUBSTANTIAL SHAREHOLDERS’ AND DIRECTORS’ INTERESTS . . . . . . . . . . . . .

206

TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

208

PLAN OF DISTRIBUTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

212

TRANSFER RESTRICTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

219

GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

220

INDEX TO FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F-1

–v–

SUMMARY The following summary is qualified in its entirety by, and is subject to, the detailed information and the financial statements contained elsewhere in this Offering Circular. As it is a summary, it does not contain all of the information that may be important to investors and terms defined elsewhere in this Offering Circular shall have the same meanings when used in this summary. Investors should read the entire Offering Circular, including the section entitled “Risk Factors” and the financial statements and related notes thereto, before making an investment decision. The Group was established in 1995 and is now one of the largest curtain wall installation and solar engineering, procurement and construction (“EPC”) companies in China. It engages in the design, procurement and installation of curtain wall and solar projects. Apart from government projects, the Company is also involved in commercial buildings and residential buildings projects. The Company is a downstream solar player listed on the Stock Exchange and had a total market capitalisation of HK$3.1 billion as at 31 December 2016. For the year ended 31 December 2015, the Group recorded a total revenue of RMB4.2 billion and a net profit of RMB357.4 million. Total assets as at 31 December 2015 was RMB9.7 billion. For the six months ended 30 June 2016, the Group recorded a total revenue of RMB2.7 billion and a net profit of RMB325.5 million. Total assets as at 30 June 2016 were RMB10.4 billion. The Company was incorporated in Bermuda under the Companies Act 1981 of Bermuda as an exempted company with limited liability on 24 October 2003 under the name “China Singyes Holding Limited”. On 28 May 2008, it changed its name to “China Singyes Green Building Engineering Limited” and on 15 August 2008, it further changed its name to “China Singyes Solar Technologies Holdings Limited”. The Company was listed on the Stock Exchange on 13 January 2009 with stock code 750. As at 31 December 2016, the Company had an authorised share capital of US$12,000,000, consisting of 1,200,000,000 ordinary shares of US$0.01 each, and an issued and fully paid up share capital of US$8,340,731.95, consisting of 834,073,195 ordinary shares of US$0.01 each. Founded in 1995 and headquartered in Zhuhai, PRC, the Company began as a construction and engineering firm specialising in curtain wall and rooftop projects and entered into the renewable energy industry with a focus on the downstream solar EPC market in 2007.

–1–

Business lines of the Group

The Group

62.4% of the revenue1 of the first half of 2016 (“1H2016”)

Renewable Energy Business

Solar EPC2

Renewable energy goods3

36.4% of the revenue of 1H2016

Curtain wall and green building business

1.2% of the revenue of 1H2016

New Material Business

Manufacturing and sale of “ITO” film and development and production of downstream smart light-adjusting products using new material “ITO”4

Sale of electricity

Curtain wall projects and material supply

Rendering of design and other services

(Footnotes) 1 The “revenue” stands for the revenue and the tariff adjustment

4 In 2011, the Company started the Indium Tin Oxide (“ITO”) business for the development of high-end curtain walls using new and energy-efficient materials. ITO is an electricity-conductive material and it will become transparent when electricity is connected. The new materials include ITO film and ITO embedded glass, while the transparency of ITO embedded glass is adjustable by switching the power. The Company has proposed the spin-off and the separate listing of the new material business on the Growth Enterprise Market of the Stock Exchange

2 “Solar EPC” stands for the design and installation of the building integrated Photovoltaic (“BIPV”) systems, rooftop solar systems and ground mounted solar systems 3 Renewable energy goods include photovoltaic modules and solar thermal products

The Group’s key strengths and competitive advantages are: •

Pioneer and leading player in the PRC downstream solar industry;

•

Growing PRC solar market supported by favorable government policies;

•

Well-established, complementary business model and well diversified business portfolio;

•

Expansive geographical coverage across China;

•

Solid operational track record with strong research and development (“R&D”) capabilities; and

•

Experienced and stable management team. –2–

The Group’s strategies are: •

Leverage on extensive networks across China from curtain wall and green building business;

•

Focus on high-margin building projects;

•

Increasing focus on solar EPC business;

•

Further expansion into Solar Power generation;

•

Continued focus on R&D to develop higher margin, higher value-added products; and

•

Leverage on track record to expand footprints in Asia.

Recent Development On 24 June 2016, the Company issued 139,012,199 rights shares on the basis of one rights share for every five existing shares held on 23 June 2016, at the subscription price of HK$2.6 each per rights share. The net proceeds from such rights issue, after deduction of expenses, amounted to approximately HK$354.34 million. The Company intends to use the net proceeds from this issue for refinancing its credit and/or banking facilities, financing its existing development projects, and using as general working capital. On 4 September 2016, the Company announced that it had entered into a sale and purchase agreement with Excel Deal Investment Limited, pursuant to which the Company agreed to sell and Excel Deal Investment Limited agreed to purchase, collectively, (i) 81% of the equity interest of Xinjiang Singyes Renewable Energy Company Limited, and (ii) 81% of the equity interest of Wuwei Dongrun Solar Energy Development Company Limited, at a consideration of HK$861,000,000. The Company intends to use the proceeds from such transaction as general working capital and future business development expenses. On 15 September 2016, the Company announced that China Singyes New Materials Holdings Limited (“Singyes New Materials”), an approximately 90.1%-owned subsidiary of the Company, submitted a listing application form to The Stock Exchange of Hong Kong Limited to apply for the listing, and permission to deal in, its shares on the Growth Enterprise Market of the Stock Exchange (GEM). Upon completion of the spin-off, Singyes New Materials will remain as a subsidiary of the Company. On 21 November 2016, the Company announced that the Group newly obtained 53MW of solar poverty alleviation projects, mainly located in Hunan, Hubei and Zhejiang province; and approximately 60MW of distributed power projects, mainly located in Guangdong, Hunan and Jiangxi province. Total new solar EPC projects were approximately 113MW. These projects are expected to be completed by the end of June 2017. In addition, the Group also secured a green building curtain wall project in Beijing new airport for a contract sum of approximately RMB116 million, this project is expected to be completed by the end of December 2017. –3–

On 21 December 2016, the Company announced that the Group has won the tender for the design, execution and completion of the works (the “One-Belt-One-Road Project”) under a design, build and operate contract (the “One-Belt-One-Road Contract”) granted by Uzbekenergo regarding a 100 megawatt solar farm in the Samarkand Province of the Republic of Uzbekistan. The total sum of the One-Belt-One-Road Contract is approximately US$147 million. Uzbekenergo is a state-owned company of the Republic of Uzbekistan and being the investor of the One-Belt-One-Road Project. The One-Belt-One-Road Project is mainly financed by Asian Development Bank. The One-Belt-One-Road Contract shows that the Group’s capabilities in the field of solar engineering, procurement and construction meet the international standards required by Uzbekenergo. This also reinforces the Group’s strategy to follow the “One-Belt-One-Road” initiative as announced by the Chinese Government. The Company expects the transaction to provide positive revenue growth to the Group.

–4–

THE OFFERING Terms used in this summary and not otherwise defined shall have the meanings given to them in “Description of the Notes.” Company

China Singyes Solar Technologies Holdings Limited (the “Company”).

Notes Offered

US$ Notes due

aggregate principal amount of (the “Notes”).

Offering Price

% of the principal amount of the Notes.

Maturity Date

.

Interest

The

Notes will bear interest 2017 at the rate of semi-annually in arrear.

Interest Payment Dates Ranking of the Notes

and

% Senior

from (and including) % per annum, payable

of each year, commencing

2017.

The Notes are: •

general obligations of the Company;

•

senior in right of payment to any existing and future obligations of the Company expressly subordinated in right of payment to the Notes;

•

at least pari passu in right of payment with all other unsecured, unsubordinated Indebtedness of the Company (subject to any priority rights of such unsecured, unsubordinated Indebtedness pursuant to applicable law);

•

guaranteed by the Subsidiary Guarantors and JV Subsidiary Guarantors (if any), on a senior basis, subject to the limitations described below under the caption “Description of the Notes — The Subsidiary Guarantees and the JV Subsidiary Guarantees” and in “Risk Factors — Risks Relating to the Subsidiary Guarantees and the JV Subsidiary Guarantees”;

•

effectively subordinated to the secured obligations (if any) of the Company and the Subsidiary Guarantors and the JV Subsidiary Guarantors, to the extent of the value of the assets serving as security therefor; and

•

effectively subordinated to all existing and future obligations of the Non-Guarantor Subsidiaries.

–5–

Subsidiary Guarantees and JV Subsidiary Guarantees

Each of the Subsidiary Guarantors and JV Subsidiary Guarantors (if any) will, jointly and severally, guarantee the due and punctual payment of the principal of, premium, if any, and interest on, and all other amounts payable under, the Notes. The initial Subsidiary Guarantors will be Singyes Green Investment (HK) Company Limited, Singyes Green Energy Technologies (HK) Limited, Basic Force Group Limited, Top Access Management Limited, Singyes Engineering (M) Sdn. Bhd., Macao Singyes Renewable Energy Technology Co., Ltd., SunTreasure Group Corp., Singyes Green Energy Holdings Limited, Singyes Green Energy Investments Limited, Singyes Green Building Technology Pte. Ltd., and Singyes Engineering (H.K.) Company Limited. These Subsidiary Guarantors consist of all of the Company’s Restricted Subsidiaries other than the Initial Offshore NonGuarantor Subsidiaries and Subsidiaries organised under the laws of the PRC. The Company will cause each of its future Restricted Subsidiaries (other than Subsidiaries organised under the laws of the PRC) immediately upon becoming a Restricted Subsidiary to execute and deliver to the Trustee a supplemental indenture to the Indenture, pursuant to which such Restricted Subsidiary will guarantee the payment of the Notes as either a Subsidiary Guarantor or a JV Subsidiary Guarantor. Notwithstanding the foregoing, the Company may elect to have any future Restricted Subsidiary (and its Restricted Subsidiaries) organised outside the PRC not provide a Subsidiary Guarantee or JV Subsidiary Guarantee (each a “New Offshore Non-Guarantor Subsidiary”, together with the Initial Offshore Non-Guarantor Subsidiaries, the “Offshore Non-Guarantor Subsidiaries”), provided that, after giving effect to the consolidated assets of such Restricted Subsidiary and its Subsidiaries (other than any Unrestricted Subsidiaries), the Consolidated Assets of all Restricted Subsidiaries organised outside the PRC that are not Subsidiary Guarantors or JV Subsidiary Guarantors do not account for more than 5% of the Total Assets of the Company.

–6–

A JV Subsidiary Guarantee instead of a Subsidiary Guarantee may be provided by a Subsidiary Guarantor following (x) a sale by the Company or any of its Restricted Subsidiaries of Capital Stock in such Subsidiary Guarantor, where such sale is for no less than 20.0% and no more than 49.9% of the issued Capital Stock of such Subsidiary Guarantor or (y) the purchase by the Company or any Restricted Subsidiary of no less than 50.1% of the Capital Stock of an Independent Third Party and designate such entity as a Restricted Subsidiary. It is currently expected that all Subsidiary Guarantors would provide Subsidiary Guarantee and there will be no JV Subsidiary Guarantor on the date of issue of the Notes. A Subsidiary Guarantee or JV Subsidiary Guarantee may be released or replaced in certain circumstances. See “Description of the Notes — The Subsidiary Guarantees and the JV Subsidiary Guarantees — Release of the Subsidiary Guarantees and JV Subsidiary Guarantees.” Ranking of Subsidiary Guarantees

Ranking of JV Subsidiary Guarantees

The Subsidiary Guarantee of each Subsidiary Guarantor: •

is a general obligation of such Subsidiary Guarantor;

•

is senior in right of payment to all future obligations of such Subsidiary Guarantor expressly subordinated in right of payment to such Subsidiary Guarantee;

•

is effectively subordinated to secured obligations of such Subsidiary Guarantor, to the extent of the value of the assets serving as security therefor; and

•

ranks at least pari passu with all other unsecured, unsubordinated Indebtedness of such Subsidiary Guarantor (subject to any priority rights of such unsecured, unsubordinated Indebtedness pursuant to applicable law).

The JV Subsidiary Guarantee of each JV Subsidiary Guarantor: •

will be a general obligation of such JV Subsidiary Guarantor;

•

will be enforceable only up to the JV Entitlement Amount;

–7–

Interest Reserve Account

•

will be effectively subordinated to secured obligations of such JV Subsidiary Guarantor, to the extent of the value of the assets serving as security therefor;

•

will be limited to the JV Entitlement Amount, and will be senior in right of payment to all future obligations of such JV Subsidiary Guarantor expressly subordinated in right of payment to such JV Subsidiary Guarantee; and

•

will in the aggregate, be limited to the JV Entitlement Amount, and will rank at least pari passu with all other unsecured, unsubordinated Indebtedness of such JV Subsidiary Guarantor (subject to any priority rights of such unsubordinated Indebtedness pursuant to applicable law).

On the Original Issue Date, the Company shall deposit or procure that there shall be deposited into the Interest Reserve Account such amounts as are necessary to ensure that the Reserve Fund for the Interest Reserve Account is not less than the Minimum Balance as of the Original Issue Date. The Interest Reserve Account will be established with the Escrow Bank. Funds remaining on deposit in the Interest Reserve Account on the maturity date of the Notes will be applied to the payment of interest on the Notes, and any remaining balance shall be applied to the payment of principal and Additional Amounts, if any, due on the Notes.

Use of Proceeds

At least 70% of the net proceeds not used to fund the Interest Reserve Account is intended to be used for refinancing and repayment of existing offshore indebtedness and the remaining net proceeds is intended to be used for general corporate purposes.

Repurchase of Notes Upon a Change of Control

No later than 30 days following a Change of Control, the Company will make an offer to repurchase all outstanding Notes at a purchase price equal to 101% of their principal amount plus accrued and unpaid interest, if any, to (but not including) the Offer to Purchase Payment Date (as defined in “Description of the Notes”).

–8–

Redemption for Taxation Reasons

Subject to certain exceptions and as more fully described herein, the Company may redeem the Notes, as a whole but not in part, at a redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to the date (but not including) fixed by the Company for redemption, if the Company or a Subsidiary Guarantor or a JV Subsidiary Guarantor (if any) would become obligated to pay certain additional amounts as a result of certain changes in specified tax laws or certain other circumstances. See “Description of the Notes — Redemption for Taxation Reasons.”

Covenants

The Notes, the Indenture governing the Notes and the Subsidiary Guarantees and JV Subsidiary Guarantees (if any) will limit the Company’s ability and the ability of its Restricted Subsidiaries to, among other things: •

incur or guarantee additional indebtedness and issue disqualified or preferred stock;

•

declare dividends on its capital stock or purchase or redeem capital stock;

•

make investments payments;

•

issue or sell capital stock in Restricted Subsidiaries;

•

guarantee indebtedness by Restricted Subsidiaries;

•

sell assets;

•

create liens;

•

enter into sale and leaseback transactions;

•

enter into agreements that restrict the Restricted Subsidiaries’ ability to pay dividends, transfer assets or make intercompany loans;

•

enter into transactions with shareholders or affiliates; and effect a consolidation or merger; and

•

engage in business other than a Permitted Business.

or

other

specified

restricted

These covenants are subject to a number of important qualifications and exceptions described in “Description of the Notes — Certain Covenants.”

–9–

Transfer Restrictions

The Notes will not be registered under the Securities Act or under any state securities laws of the United States and will be subject to customary restrictions on transfer and resale. See “Transfer Restrictions.”

Form, Denomination and Registration

The Notes will be issued only in fully registered form, without coupons, in minimum denominations of US$200,000 of principal amount and integral multiples of US$1,000 in excess thereof and will be initially represented by one or more global notes registered in the name of a nominee of a common depositary for Euroclear and Clearstream.

Book-Entry Only

The Notes will be issued in book-entry form through the facilities of Euroclear and Clearstream for the accounts of its participants. For a description of certain factors relating to clearance and settlement, see “Description of the Notes — Book-Entry; Delivery and Form.”

Delivery of the Notes

The Company expects to make delivery of the Notes, against payment in immediately available funds on or about 2017 which the Company expects will be the fifth business day following the date of this offering circular referred to as “T+5.” You should note that initial trading of the Notes may be affected by the T+5 settlement. See “Plan of Distribution.”

Trustee, Paying Agent, Transfer Agent and Registrar

The Hongkong and Shanghai Banking Corporation Limited.

Listing

Application has been made to the Stock Exchange for the listing of, and permission to deal in, the Notes by way of debt issues to Professional Investors only.

Governing Law

The Notes and the Indenture will be governed by and will be construed in accordance with the laws of the State of New York.

Risk Factors

For a discussion of certain factors that should be considered in evaluating an investment in the Notes, see “Risk Factors.”

Security Codes

ISIN

Common Code

– 10 –

SUMMARY FINANCIAL INFORMATION The following tables set forth the summary consolidated financials of the Company as at and for the periods indicated. The selected financial information presented below as at and for the years ended 31 December 2013, 2014 and 2015 has been extracted from the Company’s published audited consolidated financial statements for the years ended 31 December 2014 and 2015 which have been prepared in accordance with IFRS and have been audited by Ernst & Young, Certified Public Accountants in accordance with the Hong Kong Standards on Auditing issued by the HKICPA. The selected financial information presented below as of and for the six months ended 30 June 2015 and 2016 has been extracted from the Company’s published unaudited consolidated financial statements as of and for the six months ended 30 June 2016 which have been prepared in accordance with IAS 34 and have been reviewed by Ernst & Young, Certified Public Accountants 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. The Company’s financial results for any past period are not, and should not be taken as, an indication of the Company’s performance, financial position or results of operation in future years. Results for interim periods are not indicative of results for the full year. The information set out below should be read in conjunction with the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the relevant consolidated financial statements of the Company, including the notes thereto, which are included elsewhere in this Offering Circular.

– 11 –

CONSOLIDATED STATEMENT OF FINANCIAL POSITION 2013

2014

As at 31 December

As at 31 December

2015

2016

As at 31 December

As at 30 June

(Audited)

(Unaudited)

(RMB’000) NON-CURRENT ASSETS Property, plant and equipment . . . . Prepaid land lease payments . . . . . . Intangible assets . . . . . . . . . . . . . . . . . . . Payments in advance . . . . . . . . . . . . . . Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . Investments in associates . . . . . . . . . . Deferred tax assets. . . . . . . . . . . . . . . . . Available-for-sale investments . . . . . . . . . . . . . . . . . . . . . .

(USD’000)

(RMB’000)

(USD’000)

2,680,214 94,608 1,672 6,769 — — 21,498

3,455,071 97,513 1,594 193,224 — — 32,508

3,835,238 96,136 3,486 30,137 — (4,744) 34,107

577,083 14,465 525 4,535 — (714) 5,132

3,879,427 95,010 3,362 49,445 — (21,763) 31,281

583,732 14,296 506 7,440 — (3,275) 4,707

29,418

12,258

51,000

7,674

74,319

11,183

2,834,179

3,792,168

4,045,360

608,700

4,111,081

618,589

76,629 117,870 1,801,263

114,586 284,485 2,160,501

93,171 927,498 2,292,195

14,019 139,559 344,904

202,481 607,781 2,986,461

30,467 91,452 449,369

229,538 346,522 894,732

455,266 500,327 901,417

652,390 376,055 1,265,303

98,164 56,585 190,389

820,562 467,486 1,239,350

123,469 70,342 186,483

3,466,554

4,416,582

5,606,612

843,620

6,324,121

951,582

1,292,961 182,571 —

1,284,332 314,354 3,042

903,503 331,289 —

135,949 49,849 —

1,537,296 358,137 2,171

231,314 53,888 327

—

184,378

251,699

37,873

81,975

12,335

869,628 33,276 —

987,521 17,628 —

1,040,777 12,747 —

156,604 1,918 —

1,063,873 34,991 17,469

160,080 5,265 2,629

Total current liabilities . . . . . . . . . . . .

2,378,436

2,791,255

2,540,015

382,193

3,095,912

465,838

NET CURRENT ASSETS . . . . . . . .

1,088,118

1,625,327

3,066,597

461,427

3,228,209

485,744

TOTAL ASSETS LESS CURRENT LIABILITIES . . . . .

3,922,297

5,417,495

7,111,957

1,070,127

7,339,290

1,104,333

Total non-current assets . . . . . . . . . . . CURRENT ASSETS Inventories . . . . . . . . . . . . . . . . . . . . . . . . . Construction contracts . . . . . . . . . . . . . Trade and bills receivables . . . . . . . . Prepayments, deposits and other receivables . . . . . . . . . . . . . . . . Pledged deposits . . . . . . . . . . . . . . . . . . . Cash and cash equivalents. . . . . . . . . Total current assets . . . . . . . . . . . . . . . . CURRENT LIABILITIES Trade and bills payables. . . . . . . . . . . Other payables and accruals. . . . . . . Derivative financial instruments . . Bank advances for discounted bills . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest-bearing bank and other loans . . . . . . . . . . . . . . . . . . . . . . . Tax payable . . . . . . . . . . . . . . . . . . . . . . . . Dividend payable . . . . . . . . . . . . . . . . . .

– 12 –

2013

2014

As at 31 December

As at 31 December

2015

2016

As at 31 December

As at 30 June

(Audited)

(Unaudited)

(RMB’000)

(USD’000)

(RMB’000)

(USD’000)

NON-CURRENT LIABILITIES Convertible bonds. . . . . . . . . . . . . . . . . . Senior notes . . . . . . . . . . . . . . . . . . . . . . . . Interest-bearing bank and other loans . . . . . . . . . . . . . . . . . . . . . . . Deferred tax liabilities. . . . . . . . . . . . . Deferred income . . . . . . . . . . . . . . . . . . .

— —

816,269 542,822

697,569 746,692

104,962 112,354

691,237 755,470

104,010 113,675

681,281 86,860 555,044

391,679 86,860 439,273

1,541,906 86,860 537,807

232,009 13,070 80,923

1,727,328 86,860 278,643

259,909 13,070 41,925

Total non-current liabilities . . . . . . .

1,323,185

2,276,903

3,610,834

543,318

3,539,538

532,589

Net Assets . . . . . . . . . . . . . . . . . . . . . . . . . .

2,599,112

3,140,592

3,501,123

526,809

3,799,752

571,744

EQUITY Equity attributable to owners of the Company Issued capital . . . . . . . . . . . . . . . . . . . . . . Reserves. . . . . . . . . . . . . . . . . . . . . . . . . . . .

46,247 2,552,829

46,466 3,093,520

46,443 3,378,179

6,988 508,310

46,443 3,660,345

6,988 550,768

2,599,076

3,139,986

3,424,622

515,298

3,706,788

557,756

Non-controlling interests . . . . . . . . .

36

606

76,501

11,511

92,964

13,988

Total equity. . . . . . . . . . . . . . . . . . . . . . . .

2,599,112

3,140,592

3,501,123

526,809

3,799,752

571,744

– 13 –

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME For the year ended 31 December (Audited) 2013 2014 2015 (USD’000, except for earnings per share)

(RMB’000, except for earnings per share)

For the period ended 30 June (Unaudited) 2015 2016 (USD’000, except for (RMB’000, except for earnings earnings per share) per share)

Revenue . . . . . . . . . . . . . . . . . . . . . . . Cost of sales . . . . . . . . . . . . . . . . . .

4,150,509 (3,162,109)

5,011,426 (3,962,402)

4,182,049 (3,297,666)

629,268 (496,196)

2,177,618 (1,669,225)

2,718,138 (2,142,772)

408,995 (322,420)

Gross profit . . . . . . . . . . . . . . . . . . . Tariff adjustment. . . . . . . . . . . . . . Other income and gains . . . . . . Selling and distribution expenses . . . . . . . . . . . . . . . . . . . . Administrative expenses . . . . . . Other expenses . . . . . . . . . . . . . . . . Finance costs. . . . . . . . . . . . . . . . . . Share of losses associates . . . . Fair value gains on conversion rights of convertible bonds. . . . . . . . . . .

988,400 — 77,481

1,049,024 31,734 201,887

884,383 57,387 172,210

133,072 8,635 25,912

508,393 23,817 113,544

575,366 37,561 191,104

86,575 5,652 28,755

(75,664) (218,905) (33,902) (110,904) —

(88,988) (270,689) (101,851) (237,923) —

(108,290) (385,984) (13,067) (316,911) (5,944)

(16,294) (58,079) (1,966) (47,685) (894)

(45,709) (158,128) (7,506) (152,284) —

(60,163) (172,899) (6,221) (189,903) (17,019)

(9,053) (26,016) (936) (28,574) (2,561)

—

115,719

163,586

24,614

1,575

43,313

6,517

Profit before tax . . . . . . . . . . . . . Income tax expense. . . . . . . . . . .

626,506 (135,915)

698,913 (114,074)

447,370 (89,924)

67,315 (13,531)

283,702 (60,582)

401,139 (75,595)

60,359 (11,375)

Profit for the year/period . . .

490,591

584,839

357,446

53,784

223,120

325,544

48,984

Other comprehensive loss to be reclassified to profit or loss in subsequent years: Available-for-sale investments: Changes in fair value . . . . . . . . .

—

—

(5,228)

(787)

—

—

—

Other comprehensive income/(loss) not to be reclassified to profit or loss in subsequent year/periods: Exchange differences on translation of financial statements. . . . . . . . . . . . . . . . . . .

(334)

(4,388)

(53,041)

(7,980)

3,276

(29,901)

(4,499)

Other comprehensive income/(loss) for the year/period. . . . . . . . . . . . . . . . .

(334)

(4,388)

(58,269)

(8,767)

3,276

(29,901)

(4,499)

Total comprehensive income for the year/period. . . . . . . . . . . . . . . . .

490,257

580,451

299,177

45,017

226,396

295,643

44,485

– 14 –

For the year ended 31 December (Audited) 2013 2014 2015 (USD’000, except for earnings per share)

(RMB’000, except for earnings per share) Profit attributable to: Owners of the Company . . . Non-controlling interests. . .

For the period ended 30 June (Unaudited) 2015 2016 (USD’000, except for (RMB’000, except for earnings earnings per share) per share)

490,587 4

584,269 570

355,986 1,460

53,564 220

223,175 (55)

315,698 9,846

47,502 1,482

490,591

584,839

357,446

53,784

223,120

325,544

48,984

490,253 4

579,881 570

297,717 1,460

44,797 220

226,451 (55)

285,797 9,846

43,003 1,482

490,257

580,451

299,177

45,017

226,396

295,643

44,485

Earnings per share attributable to ordinary equity holders of the Company Basic . . . . . . . . . . . . . . . . . . . . . . . .

RMB0.752

RMB0.842

RMB0.512

USD0.077

RMB0.321

RMB0.454

USD0.068

Diluted . . . . . . . . . . . . . . . . . . . . . .

RMB0.737

RMB0.687

RMB0.376

USD0.057

RMB0.346

RMB0.432

USD0.065

Other Financial Data EBITDA1 . . . . . . . . . . . . . . . . . . . . . .

804,520

1,050,616

902,035

135,727

499,648

668,182

100,540

EBITDA margin1. . . . . . . . . . . . . .

19.4%

21.0%

21.6%

21.6%

22.9%

24.6%

24.6%

Total comprehensive income attributable to: Owners of the Company . . . Non-controlling interests. . .

Note: EBITDA is calculated for any period as profit before tax plus finance costs, depreciation, amortisation of prepaid land lease payments and amortisation of intangible assets and EBITDA margin is calculated for any period as EBITDA divided by revenue. Both EBITDA and EBITDA margin are not standard measure under IFRS. EBITDA and EBITDA margin should not be considered in isolation or construed as an alternative to cash flows, profit or any other measure of performance or as an indicator of the Group’s operating performance, liquidity, profitability or cash flows. In evaluating EBITDA and EBITDA margin, the Issuer believes that investors should consider, among other things, the components of EBITDA and the amount by which EBITDA exceeds capital expenditures and other charges. The Issuer has included EBITDA and EBITDA margin in this Offering Circular because it believes it is a useful supplement to cash flow data as a measure of the Group’s performance and its ability to generate cash flow from operations to service debt and pay taxes. EBITDA and EBITDA margin presented in this Offering Circular may not be comparable to similarly titled measures presented by other companies because not all companies use the same definition.

– 15 –

CONSOLIDATED STATEMENT OF CASH FLOWS For the year ended 31 December (Audited) 2013 2014 2015 (RMB’000) (USD’000) CASH FLOWS FROM OPERATING ACTIVITIES Profit before tax . . . . . . . . . . . . . . Adjustments for: Depreciation. . . . . . . . . . . . . . . . . . . Amortisation of prepaid land lease payments . . . . . . . . . . . . . Amortisation of intangible assets. . . . . . . . . . . . . . . . . . . . . . . . Impairment loss on intangible assets . . . . . . . . . . . . Impairment loss on property, plant and equipment. . . . . . . . (Reversal of)/impairment loss on trade receivables . . . . . . . . Impairment loss on other receivables . . . . . . . . . . . . . . . . . . Impairment loss on goodwill . . . . . . . . . . . . . . . . . . . . Share of losses of associates . . . . . . . . . . . . . . . . . . . (Gain)/loss on settlement of derivative financial instruments . . . . . . . . . . . . . . . . . Fair value loss on derivative financial instruments . . . . . . . Transaction costs related to listing shares of a subsidiary. . . . . . . . . . . . . . . . . Fair value gains on conversion rights of convertible bonds. . . . . . . . . . . Equity-settled share option expense . . . . . . . . . . . . . . . . . . . . . (Gain)/loss on disposal of items of property, plant and equipment . . . . . . . . . . . . . . Gain on disposal of an available-for-sale equity investment . . . . . . . . . . . . . . . . . . Unrealised foreign exchange (gains)/losses, net . . . . . . . . . . Interest income. . . . . . . . . . . . . . . . Issue expenses of convertible bonds charged to profit or loss. . . . . . . . . . . . . . . . . . . . . . . . . . Deferred income released to profit or loss. . . . . . . . . . . . . . . . Finance costs. . . . . . . . . . . . . . . . . .

For the period ended 30 June (Unaudited) 2015 2016 (RMB’000) (USD’000)

626,506

698,913

447,370

67,315

283,702

401,139

60,359

64,299

110,910

134,489

20,236

62,327

75,565

11,370

2,014

2,183

2,252

339

1,007

1,126

169

797

687

1,013

152

328

449

68

1,063

—

—

—

—

—

—

—

6,747

—

—

—

—

—

—

278

26,771

4,028

(161)

1,227

185

—

1,693

2,485

374

—

—

—

—

—

9,783

1,472

—

—

—

—

—

5,944

894

—

17,019

2,561

—

—

4,813

724

(9,960)

—

—

—

3,042

—

—

—

—

—

—

—

—

—

—

7,219

1,086

—

(115,719)

(163,586)

(24,615)

(1,575)

(43,313)

(6,517)

2,112

1,109

10,415

1,567

2,038

7,568

1,139

28,505

72,747

(12,332)

(1,856)

—

(144,768)

(21,783)

—

(1,315)

—

—

—

—

—

2,318 (6,669)

447 (23,713)

6,284 (44,948)

948 (6,763)

(38) (31,564)

(8,365) (14,358)

(1,260) (2,160)

—

10,102

—

—

—

—

—

(53,169) 110,904

(155,685) 237,923

(77,190) 316,911

(11,615) 47,685

(64,094) 152,284

(12,657) 189,903

(1,904) 28,574

778,680

850,349

670,474

100,885

394,294

477,754

71,887

– 16 –

For the year ended 31 December (Audited) 2013 2014 2015 (RMB’000) (USD’000) Decrease/(increase) in inventories . . . . . . . . . . . . . . . . . . Decrease/(increase) in construction contracts . . . . . . Decrease/(increase) in trade and bills receivables . . . . . . . Decrease/(increase) in prepayments deposits and other receivables . . . . . . . . . . . Increase/(decrease) in trade and bills payables . . . . . . . . . . Increase/(decrease) in other payables and accruals . . . . . . Income tax paid. . . . . . . . . . . . . . . Net cash flows from/ (used in) operating activities . . . . . . . . . . . . . . . . . . . .

For the period ended 30 June (Unaudited) 2015 2016 (RMB’000) (USD’000)

(13,245)

(37,957)

21,415

3,222

(21,286)

(109,310)

(16,448)

(69,030)

(166,615)

(632,583)

(95,184)

(428,816)

319,717

48,107

(519,819)

(346,900)

(122,445)

(18,424)

389,770

(685,403)

(103,132)

(125,688)

(237,271)

(131,895)

(19,846)

32,975

(48,389)

(7,281)

777,596

(8,629)

(384,923)

(57,919)

(376,105)

633,793

95,366

25,779 (103,624)

31,351 (140,732)

(17,046) (96,893)

(2,565) (14,579)

38,003 (54,564)

(16,571) (50,525)

(2,493) (7,602)

750,649

(56,404)

(693,896)

(104,410)

(25,729)

521,066

78,404

– 17 –

CONSOLIDATED STATEMENT OF CASH FLOWS For the year ended 31 December (Audited) 2013 2014 2015 (RMB’000) (USD’000) CASH FLOW FROM INVESTING ACTIVITIES Purchase of items of property, plant and equipment. . . . . . . . . . . . . . . . . . . Purchase of intangible assets. . . . . . . . . . . . . . . . . . . . . . . . Increase in prepaid land lease payments . . . . . . . . . . . . . Payment for acquisition of non-controlling interests of subsidiaries . . . . . . . . . . . . . . . . . Acquisition of a subsidiary. . . Disposal of a subsidiary . . . . . . Proceeds from disposal of an available-for-sale equity investment . . . . . . . . . . . . . . . . . . Purchase of available-for-sale investments . . . . . . . . . . . . . . . . . Purchase of equity interest in an associate. . . . . . . . . . . . . . . . . Payment for prepaid land lease payments . . . . . . . . . . . . . Proceeds from disposal of items of property, plant and equipment . . . . . . . . . . . . . . Settlement of derivative financial instruments . . . . . . . Receipt from maturity of pledged deposits. . . . . . . . . . . . Placement of pledged deposits . . . . . . . . . . . . . . . . . . . . . Interest received . . . . . . . . . . . . . . Receipt of government grants related to assets . . . . . . . . . . . . Net cash flows from/(used in) investing activities . . . . CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issue of shares . . . . . . . . . . . . . . . . . . . . . . . Share issue expenses. . . . . . . . . . Net proceeds from issue of convertible bonds. . . . . . . . . . . New proceeds from issue of senior notes. . . . . . . . . . . . . . . . . Payment for repurchase of convertible bonds. . . . . . . . . . . Repurchase of shares . . . . . . . . . Increase in an amount due to a non-controlling shareholder of a subsidiary . . . . . . . . . . . . . . . . . . .

For the period ended 30 June (Unaudited) 2015 2016 (RMB’000) (USD’000)

(1,331,803)

(1,184,040)

(436,661)

(65,704)

(155,221)

(400,253)

(60,226)

(400)

(609)

(2,905)

(437)

(145)

(321)

(48)

—

—

(19,644)

(2,956)

—

—

—

— — —

— — —

(42,923) 3,533 25,938

(6,459) 532 3,903

(8,000) 3,533 —

— — —

— — —

—

18,475

—

—

—

—

—

—

—

(43,234)

(6,505)

—

(22,643)

(3,407)

—

—

(1,200)

(181)

—

—

—

—

—

—

—

(1,000)

—

—

20,000

99,711

63,005

9,480

63,000

83,602

12,579

—

—

(7,855)

(1,182)

6,918

—

—

634,120

1,341,101

1,468,242

220,924

774,146

520,989

78,393

(765,822) 6,669

(1,494,906) 11,097

(1,343,970) 18,168

(202,224) 2,734

(764,443) 11,023

(612,420) 4,268

(92,150) 642

378,138

39,914

175,724

26,441

172,700

888

134

(1,059,098)

(1,169,257)

(143,782)

(21,634)

102,511

(425,890)

(64,083)

256,354 (7,849)

— —

— —

— —

— —

— —

— —

—

902,597

—

—

—

—

—

—

542,327

182,492

27,459

182,492

—

—

— —

— —

(5,297) (5,067)

(797) (762)

— —

— —

— —

9,828

17,153

—

—

—

—

—

– 18 –

For the year ended 31 December (Audited) 2013 2014 2015 (RMB’000) (USD’000) Proceeds from exercise of share options . . . . . . . . . . . . . . . Payment of transaction costs related to listing shares of a subsidiary. . . . . . . . . . . . . . . . . Proceeds from bank and other loans . . . . . . . . . . . . . . . . . . Repayment of bank loans. . . . . Proceeds from bank advances for discounted bills. . . . . . . . . Repayment of bank and other advances for discounted bills . . . . . . . . . . . . . . . . . . . . . . . . . Payment of other financing costs. . . . . . . . . . . . . . . . . . . . . . . . . Settlement of derivative financial instruments . . . . . . . Capital contribution from non-controlling shareholders of subsidiaries . . . . . . . . . . . . . . . . . Dividends paid . . . . . . . . . . . . . . . . Interest paid. . . . . . . . . . . . . . . . . . .

For the period ended 30 June (Unaudited) 2015 2016 (RMB’000) (USD’000)

51,057

9,634

2,532

381

2,374

—

—

—

—

—

—

—

(6,694)

(1,007)

1,577,653 (1,233,178)

1,252,620 (1,464,614)

2,220,649 (1,070,347)

334,138 (161,054)

977,601 (764,652)

950,700 (779,129)

143,051 (117,235)

—

234,378

251,699

37,873

168,305

81,975

12,334

—

(50,000)

(184,378)

(27,743)

(184,378)

(251,699)

(37,873)

(11,658)

(6,845)

(4,989)

(751)

(4,439)

(6,400)

(963)

—

—

—

—

—

(2,329)

(350)

116 (36,847) (98,898)

— (49,714) (159,031)

110,000 (49,423) (245,332)

16,552 (7,437) (36,915)

— — (111,377)

12,887 — (122,879)

1,939 — (18,489)

506,578

1,228,505

1,202,539

180,944

265,926

(123,568)

(18,593)

198,129

2,844

364,861

54,900

342,708

(28,392)

(4,272)

698,088

894,732

897,473

135,042

901,417

1,265,303

190,389

(1,485)

(103)

2,969

447

(138)

2,439

366

CASH AND CASH EQUIVALENTS AT END OF THE YEAR/PERIOD. . . . . . . . . . . .

894,732

897,473

1,265,303

190,389

1,243,987

1,239,350

186,483

Cash and cash balances. . . . . . .

894,732

901,417

1,265,303

190,389

1,243,987

1,239,350

186,483

Cash and cash equivalents as stated in the statement of financial position . . . . . . . . . . . Bank overdrafts . . . . . . . . . . . . . . . Cash and cash equivalents as stated in the statement of cash flows . . . . . . . . . . . . . .

894,732 —

901,417 (3,944)

1,265,303 —

190,389 —

1,243,987 —

1,239,350 —

186,483 —

894,732

897,473

1,265,303

190,389

1,243,987

1,239,350

186,483

Net cash flows from/(used in) financing activities . . . . NET INCREASE/ (DECREASE) IN CASH AND CASH EQUIVALENTS . . . . . . . . . . . Cash and cash equivalents at beginning of the year/period . . . . . . . . . . . . . . . . . Effect of foreign exchange rate changes, net . . . . . . . . . . .

– 19 –

RISK FACTORS Prior to making any investment decision, prospective investors should consider carefully all of the information contained in this Offering Circular, including the risks and uncertainties described below. The business, financial condition or results of operations of the Group could be adversely affected by any of these risks. The Company believes that the following factors may affect its ability to fulfil its obligations under the Notes. Additional considerations and uncertainties not presently known to the Group or which the Group currently deems immaterial may also have an adverse effect on an investment in the Notes. All of these factors are contingencies, which may or may not occur and the Group is not in a position to express a view on the likelihood of any such contingency occurring. Factors which the Group believes may be material for the purpose of assessing the market risks associated with the Notes are described below. The Group believes that the factors described below represent the principal risks inherent in investing in the Notes, but the Group’s inability to repay principal, pay interest (if any) or other amounts or fulfil other obligations on or in connection with the Notes may occur for other reasons and the Group does not represent that the statements below regarding the risks of holding the notes are exhaustive. RISKS RELATING TO THE GROUP’S BUSINESS The solar power industry and the market for solar products are heavily influenced by government regulations and policies. The reduction, modification, delay or elimination of government subsidies and other economic incentives in the solar power industry may reduce the profitability of our business and materially adversely affect our business. The solar power industry and the market for solar products are heavily influenced by government regulations and policies, as well as policies adopted by electric utilities companies because the cost of solar energy currently exceeds, and we believe will continue to exceed in the near term, the cost of conventional fossil fuel energy and certain non-solar renewable energy, particularly in light of the low level of oil prices in recent years. Various governments have used policy initiatives to encourage or accelerate the development and adoption of solar power and other renewable energy sources. Examples of government sponsored financial incentives to promote solar power include capital cost rebates, feed-in tariffs, tax credits, net metering and other incentives to end-users, distributors, system integrators and manufacturers of solar products. An economic downturn could impair the fiscal ability of some governments to maintain existing incentive programs or offer new incentive programs. Electric utilities companies that have significant political lobbying powers may also seek legislative changes in their markets that may adversely affect the development and commercial acceptance of solar power. Moreover, government incentive programs are expected to gradually decrease in scope or be discontinued as solar power technology improves and becomes more affordable relative to other types of energy. Governments may reduce or eliminate existing incentive programs for political, financial or other reasons, which will be difficult for the Group to predict. Until the solar power industry reaches a scale to become cost-effective on non-subsidised basis, a significant reduction in the scope or discontinuation of government incentive programs, especially in the PRC, could reduce demand for the Group’s products and have a material adverse effect on the Group’s business, financial condition, results of operations and prospects. – 20 –

As almost all of the Group’s operations are in the PRC and the Group’s solar power plants are located in the PRC, the policies and regulations adopted by the PRC government towards the solar power industry are key to the continuing success of its solar power generation business. In addition, the on-grid tariff and preferential tax treatment applicable to the Group are subject to changes. Historically, there was no national feed-in tariff mechanism for on-grid solar power plants. In July 2011, the National Development and Reform Commission (“NDRC”) launched the unified pricing mechanism for on-grid solar photovoltaic power plants in China. Pursuant to the unified pricing mechanism, the on-grid tariff (including value added tax) for on-grid solar photovoltaic power plants either approved after 1 July 2011 or completed after 31 December 2011 was RMB1.00 per kWh (excluding on-grid solar photovoltaic power plants located in Tibet). For the on-grid solar photovoltaic power plants sponsored by the central government’s subsidies, the desulphurized coal benchmark price shall apply. In December 2015, the NDRC decided to adjust the benchmark pricing mechanism for on-grid photovoltaic power plants, under which the benchmark price for the on-grid photovoltaic power plants shall gradually decrease when the scale increases. The on-grid tariff (including value added tax) in 2016 for on-grid photovoltaic power plants either filed after 1 January 2016 or operated after 30 June 2016 is RMB0.80 per kWh, RMB0.88 per kWh or RMB0.98 per kWh as classified by locations (excluding on-grid photovoltaic power plants located in Tibet). Based on the technical advancements and cost reduction, in December 2016, the NDRC further adjusted the benchmark price of on-grid photovoltaic power plants either filed after 1 January 2017 or operated after 30 June 2017. Specifically, the on-grid tariff (including value added tax) in 2017 for on-grid photovoltaic power plants is reduced to RMB0.65 per kWh, RMB0.75 per kWh or RMB0.85 per kWh as classified by locations, while that in Tibet is RMB1.05 per kWh. The NDRC also provisionally decided that the benchmark price of on-grid photovoltaic power plants will be adjusted annually. Furthermore, according to a circular issued by the NDRC in August 2013, except for those having already enjoyed investment or premiums from the central government, distribution-grid-connected projects will receive a premium (tax included) of RMB0.42 per kWh in addition to the desulphurized coal benchmark price. In addition, pursuant to No. 81 Notice jointly issued by the Ministry of Finance (the “MOF”) and the State Administration of Taxation in July 2016, from 1 January 2016 to 31 December 2018, taxpayers selling electricity products produced themselves using solar energy are entitled to a 50% immediate refund when they pay value added tax. The Group cannot assure you that the tariffs or preferential tax treatment for solar power projects will not further decrease or expire in the future. The occurrence of any of the foregoing may cause the Group to substantially change its planned projects, incur significant costs and increase the risk of its future investment, and materially and adversely affect the Group’s business prospects and results of its on-grid solar power plant and solar system integration service business. Furthermore, under the Enterprise Income Tax Law (“EIT Law”), entities that qualify as “high and new technology enterprises strongly supported by the state” are entitled to the preferential enterprise income tax rate of 15%. The Ministry of Science and Technology, the MOF and the State Administration of Taxation jointly issued the Administrative Regulations on the Recognition of High and New Technology Enterprises on 14 April 2008 and the Guidelines for Recognition of High and New Technology Enterprises on 8 July 2008, both of which were amended on 29 January 2016 and 22 June 2016, respectively, with effective dates on 1 January 2016. – 21 –

In October 2014, Zhuhai Singyes Green Building Technology Co., Ltd. renewed the certificate for “High and New Technology Enterprise” and is entitled to enjoy the preferential income tax period for 3 years starting from 2014. As a result, Zhuhai Singyes Green Building Technology Co., Ltd. is entitled to a preferential EIT rate of 15% from 2014 to 2016. In October 2014, Zhuhai Singyes Renewable Energy Technology Co., Ltd. renewed the certificate for “High and New Technology Enterprise” and is entitled to enjoy the preferential income tax period for 3 years starting from 2014. As a result, Zhuhai Singyes Renewable Energy Technology Co., Ltd. is entitled to the preferential EIT rate of 15% from 2014 to 2016. In September 2013, Hunan Singyes Solar Technology Co., Ltd. obtained the certificate for “High and New Technology Enterprise” and is entitled to enjoy the preferential income tax period for 3 years starting from 2013. As a result, Hunan Singyes Solar Technology Co., Ltd. is entitled to a preferential EIT rate of 15% from 2013 to 2015. In October 2015, Zhuhai Singyes Applicable Materials Technology Company Limited obtained the certificate for “High and New Technology Enterprise” and is entitled to enjoy the preferential income tax period for 3 years starting from 2015. As a result, Zhuhai Singyes Applicable Materials Technology Company Limited is entitled to the preferential EIT rate of 15% from 2015 to 2017. Continued qualification as a “High and New Technology Enterprise” is subject to a review every three years by the relevant government authorities in China, and in practice, certain local tax authorities also require annual evaluation of the qualification. As the period of Hunan Singyes Solar Technology Co., Ltd.’s certificate expired in September 2016, it is in the process of renewing the certificate. Hunan Singyes Green Energy Co., Ltd. is entitled to exemption of EIT from 2015 to 2017 and 50% reduction of EIT from 2018 to 2020 where such income comes from its investment and business operations in new solar power generation projects under the Catalog for Public Infrastructure Projects Eligible for Preferential Enterprise Income Tax (2008 Edition). Hunan Singyes Green Energy Co., Ltd. has completed the procedures of the record of the aforesaid preferential EIT in the local tax bureau on 1 November 2016. If the above preferential tax treatments expire or otherwise become unavailable to the Group’s subsidiaries for any reason, including terminations by the relevant government authorities, the Group’s profitability will be adversely affected. There is no assurance that favourable policies and positive government support will continue and maintain support at current levels in the future. In addition, if there are delays in the implementation of current favourable policies or the PRC government or provincial governments fail to introduce additional favourable policies, the demand for Solar EPC may be less than currently expected. This will have an adverse impact on the Group’s margins and growth opportunities. In addition, the Group expects solar products and their installations to be subject to oversight and regulation in accordance with national and local regulations relating to building codes, safety, environmental protection, utility interconnection, and metering and related matters. Any new government regulations or utility policies pertaining to solar products may result in significant additional expenses to the users of solar products and, as a result, could eventually cause a significant reduction in demand for the Group’s products. – 22 –

The Group may be unable to manage effectively its future growth, which may lead to an increase in costs and a decline in revenues and profitability. The Group aims to continue to be one of the leading solar EPC companies and curtain wall producers in the PRC and relies significantly upon its ability to implement and manage growth in its business. The Group intends to grow its business by, among other things, expanding its skilled workforce and increasing the range of its products. The Group’s business growth could place a significant strain on its managerial, operational and financial resources. The ability to manage future growth will depend, to a significant extent, on the Group’s ability to continue to implement and improve operational, financial and management information systems on a timely basis and to expand, train, motivate and manage its workforce. There can be no assurance that the Group’s personnel, systems, procedures and controls will be adequate to support the Group’s future growth. Failure to manage the Group’s expansion effectively may lead to an increase in costs, a decline in revenues and profitability. Increases in raw material prices may negatively impact the Group’s profit margins. Prices for the raw materials used by the Group are subject to a high degree of volatility that is beyond the Group’s control. Although as a result of the growth of polysilicon manufacturing capacity, there has been an increased supply of polysilicon, which has driven down its price and the price of its downstream products, there can be no assurance that the prices the Group pays for its raw materials will not increase in the future. The Group may be unable to increase the prices of its products to offset these increased costs and therefore may suffer a reduction in its profit margins and profitability. Orders on orderbook may not translate to confirmed orders which could adversely impact the Group. Orders received by the Group and entered in the orderbook may not eventually translate to confirmed orders. This may affect the Group’s business projections and estimations which could have a material adverse effect on the Group’s business, financial condition and results of operations. This, however, has not been a material issue in the past for the Group. Failure to obtain or renew any or all of approvals, licences, and permits could materially and adversely affect the Group’s business and results of operations. The Group’s operation may be subject to obtaining certain approvals, licences and permits. There is no assurance that the Group can obtain or renew all the requisite licences as intended. In the event that the Group fails to obtain or renew all or some of the requisite licences, its business and the results of operations may be adversely affected. Further, according to the regulations relating to the construction enterprise qualifications, the enterprises which engage in construction of electric power projects have to obtain a certificate in relation to the contracting enterprise qualification of power engineering construction. Zhuhai Singyes Green Building Technology Co., Ltd. and Zhuhai Singyes Renewable Energy Technology Co., Ltd. build and construct solar projects. Zhuhai Singyes Renewable Energy Technology Co., Ltd. obtained a certificate for contracting the electric power projects on 4 January 2016, while Zhuhai Singyes Green Building Technology Co., Ltd. holds some common contracting certificates without any certificate for contracting the electric power projects. Although the Group has been gradually – 23 –

shifting its solar projects construction business from Zhuhai Singyes Green Building Technology Co., Ltd. to Zhuhai Singyes Renewable Energy Technology Co., Ltd., the Group may be subject to administrative penalties for the failure of Zhuhai Singyes Green Building Technology Co., Ltd. to obtain such certificate to contract the electric power projects. The Group’s new business initiatives may not be successful. The Group has invested in developing a number of new products in order to diversify its sources of income and profits, and to generate value for its shareholders. These include, among other things, solar farm investments, smart LCD light adjusting glass and smart projection screens. There is no assurance that the Group’s investments in these new products lines will be successful. These initiatives, along with any future business initiatives, involve a number of risks and uncertainties, including the uncertainties associated with the use, functionality and popularity of the Group’s products, possible technical problems with production and development, developing a management team for the new businesses and diversion of management focus away from current operations. If these business initiatives are not successful, the Group may not be able to recoup its investment and the Group’s business, financial condition and results of operations may be materially and adversely affected. The Group’s future growth and profitability depend on the demand for solar power and solar products and the Group’s ability to keep pace with the development of photovoltaic technologies. The solar power industry is at a relatively early stage of development and has experienced fluctuations in recent years. The cost-effectiveness, performance and reliability of solar power relative to conventional and other renewable energy sources have influence on the rate and extent of market acceptance for solar power. A decrease in the price of fossil fuels such as oil, coal and natural gas and other non-solar energy resources may have a negative impact on the demand for solar power and, consequently, on the demand for solar products. Improvements in photovoltaic technologies significantly affect the economics of solar power projects and, thus, are also key to stimulating demand for solar products. Demand for solar power and solar products is also sensitive to macroeconomic factors, such as energy supply, demand and prices, as well as regulations and policies governing renewable energies and related industries. Furthermore, certain financial markets are still recovering from the global recession, which has weakened market demand for capital-intensive products, including solar power systems. Ongoing economic concerns and uncertainties together with unfavourable credit conditions in several key solar power markets may result in a decrease in investments in new solar power projects and delays in existing solar power projects in these markets. If solar power proves to be uneconomical or not reliable compared with conventional or other renewable energy resources or if the demand for solar power and solar products fails to develop sufficiently, the Group may not be able to grow its business or generate sufficient revenue. The Group’s success also largely depends on its ability to keep pace with the evolving technologies and standards. The technological developments of the solar power industry places increasing demands on the need to improve its products and manufacturing processes, such as producing solar cells with higher conversion efficiency and larger and thinner silicon wafers and solar cells while increasing their yields and reducing breakage rates. Other companies may develop processing technologies enabling them to produce solar products that could yield higher – 24 –

conversion efficiencies at lower costs than the Group’s products. Technologies developed or adopted by others may prove more advantageous than the Group’s for commercialisation of solar products and may render the Group’s products obsolete. As a result, the Group may need to invest significant resources in research and development (“R&D”) to maintain the Group’s market position, keep pace with technological advances in the solar power industry and effectively compete in the future. The Group cannot assure you that its R&D efforts in this regard will be successful, and the Group will be able to refine and enhance its products or to keep pace with evolving technologies and industry standards and to remain competitive. If solar irradiation at the Group’s projects are below its estimates, its electricity production, and therefore its revenue, may be substantially below the Group’s expectations. The Group’s revenue may be subject to its estimates and electricity production based on solar irradiation at the Group’s projects. If solar irradiation is below the Group’s estimates, which in turn lowers its electricity production, the Group’s revenue from solar farms may be substantially below its expectations which could have a material adverse effect on the Group’s business, financial condition and results of operations. The Group depends on certain key executives in the conduct of its business. The Group’s continuous success is dependent, to a large extent, on its ability to retain experienced and qualified management personnel and employees who have the requisite industrial expertise. In particular, the Group considers the services of its executive Directors Liu Hongwei, Sun Jinli and Xie Wen, essential to its continuous success. The Group’s Directors and members of senior management are responsible for the formulation of its business strategies and overseeing its business operations. They have been instrumental to the Group’s growth and expansion and are expected to continue to play an important role in the continuing development and growth of the Group. They have the requisite experience and expertise in its industry and have established relationships with the customers and suppliers. As such, the loss of a significant number of the Group’s Directors and senior management may adversely affect the Group’s operation and business if it cannot find suitable replacements in a timely manner. The failure to recruit and retain qualified personnel will also harm the Group’s operation and business. The Group may need additional capital in the future, which may not be available or may only be available on unfavourable terms. The Group may need to raise additional funds to meet future capital requirements. However, any equity or debt financing, if available at all, may be on terms that are not favourable to the Group. The availability of future borrowings and access to the capital markets for financing depends on prevailing market conditions and the acceptability of the financing terms offered. The Group’s ability to arrange for external financing and the cost of such financing is dependent on numerous factors, including general economic and capital market conditions, interest rates, credit availability from banks or other lenders, investor confidence in the Group, success of the Group’s businesses, provisions of tax and securities laws that may be applicable to the Group’s efforts to raise capital and political and economic conditions. There can be no assurance that additional financing, either on a short-term or a long-term basis, will be made available or, if available, that such financing will be obtained on terms favourable to the Group. If the Group fails to obtain necessary funding on acceptable terms or at all, the Group’s business may be – 25 –

adversely and materially affected. For instance, it may be forced to delay capital development projects, renovations and development activities, potential acquisitions and investments or otherwise curtail or cease operations. The Group’s profitability and growth in revenue may be adversely affected by the reduction of government spending in public infrastructure related to curtain wall and the reduction of investment in curtain wall in respect of commercial and industrial building. The Group’s business depends to a certain extent on the level of government spending in public infrastructure projects. The future growth of the public infrastructure construction industry in China depends primarily upon the continuous availability of public infrastructure projects. The nature, extent and timing of these projects will, however, be determined by the interplay of a variety of factors, including the PRC government’s spending on public infrastructure and the general conditions and prospects of China’s economy. Since the majority of the funding for public infrastructure projects in China comes from governmental budgets, implementation of the projects relies to a significant degree on the PRC government’s public policy on spending. Changes in public policy or governmental budgets may therefore have an impact on the Group’s business, financial condition and results of operations. The Group’s business also depends to a certain extent on the level of investment in commercial and industrial building projects by the state-owned and private sectors. In the event that there is an economic downturn which adversely affects the commercial and industrial property sectors, the Group’s business, financial condition and results of operations, and the Group’s profitability and future growth in revenue will be adversely affected. The Group’s participation in the PRC government projects may draw more public attention than private sector projects. Any negative publicity on public work projects may have adverse effect on the Group’s business, financial condition and results of operations. In respect of public work projects, there is a greater likelihood that it will draw public attention. Such publicity may or may not be adverse and there is no assurance that any such publicity, whether adverse to the Group or not, will not be overstated. In the event that there is such negative publicity on any of the Group’s project, the Group’s business, financial conditions, and results of operations may be adversely affected. The Group’s business is subject to intense competition. The Group competes with other companies, particularly in the solar power sector, in terms of the capabilities in system design, quality and reliability of system installation and aftersales maintenance. The Group also competes for the supply of thin-film PV panels which are the core components of its solar-power products. The Group faces competition from local and overseas producers of solar-power systems using other types of thin-film PV cells and/or crystalline silicon PV cells. These producers may have longer solar-business history, larger production capacities, more advanced technologies and more extensive clientele than the Group does. Further, the Group expects that the growing market demand for PV products driven by favourable policies by the PRC government may encourage existing PV cell producers in the PRC to expand their businesses to downstream applications and/or reduce their export volumes. In this regard, the Group expects to face more intense competition in the downstream solar market. – 26 –

The Group faces competition from the existing curtain wall companies in the PRC as well as from the new market entrants. In the normal course of the provision of its services, the Group secures projects through tendering. Its financial performance is dependent on its ability to secure profitable contracts. Increased competition may result in a reduction in the Group’s profit margins as the Group may be forced to lower its tender prices in order to secure projects. The Group’s market share may also be eroded if the Group fails to secure projects. This will have an adverse effect on the Group’s financial condition and results of operations. The Group is exposed to credit risks of its customers. Defaults in payments by the Group’s customers will adversely affect the Group’s financial position and profitability. Failure or delay in the release of retention money by the Group’s customers will also affect the Group’s financial condition. In respect of the curtain wall engineering and solar EPC projects, normally a progress payment is made by the Group’s customers to the Group with regards to the portion of work completed. The customers would generally instruct authorised persons to inspect the work progress and the progress of work completed will be confirmed by the customers who will then make payment pursuant to the progress of work completed. There is no assurance that the Group will be able to fully collect its contract fees as originally contracted. In the event that the Group is unable to collect its contract fees or that which is not paid to the Group in full or on a timely basis, the Group’s cash flow and financial condition will be adversely affected. The Group is exposed to payment delays and/or defaults by its customers. Therefore, its financial position, profitability and cash flow are dependant to a large extent on the creditworthiness of its customers and their ability to pay the Group on a timely basis. Generally, 3% to 10% of the contract value is retained by the Group’s customers as retention money which will be released after the guaranteed maintenance period. There is no assurance that the retention money is released by the customers to the Group in a timely manner. Any failure on the part of the customers to release the retention money to the Group will adversely affect the Group’s financial condition. The Group is exposed to significant credit risks in relation to its Distributive Power Program (“DG”) products, particularly if the customers are tenants or owners of industrial and/or commercial buildings. Unlike large-scale investors, such customers may not have easy access to capital and may not be able to pay the full contracted payments. Large-scale defaults in payments will adversely affect the Group’s financial performance. The Group is subject to inherent project risks. The Group faces certain risks whenever it undertakes projects, which include cost overruns. The Group may be required to spend significant amounts of money for land and interconnection rights, preliminary engineering, permitting, legal and other expenses before it can determine whether a project is economically, technologically or otherwise feasible. Before the commencement of each project, a budget based on the size and scale of the project would be drawn up. Such a budget reflects the estimated costs to be incurred by the Group in the course of undertaking the project. However, the Group may face cost overruns when the actual cost exceeds the budget. – 27 –

Successful completion of a particular project may be adversely affected by numerous factors, including but not limited to: •

delays in obtaining and maintaining the required governmental permits, licences and approvals;

•

inability to procure adequate financing, especially for engineering, procurement and construction;

•

potential challenges from project stakeholders, such as local residents, environmental organisations and others who may not support the project;

•

unforeseen engineering problems;

•

construction delays and contractor performance shortfalls;

•

work stoppages;

•

cost over-runs;

•

labour, equipment and materials supply shortages or disruptions;

•

unfavourable tax treatment;

•

adverse weather conditions;

•

adverse environmental and geological conditions; and

•

force majeure and other events beyond its control.

Such cost overruns may, depending on their severity, result in a reduction of the project’s profit margin or even a loss. In addition, the Group may be liable to compensate for the loss suffered by its customers if the Group’s employees or subcontractors make mistakes in its projects. As most of the Group’s solar EPC or curtain wall projects require tailor-made components, any mistake made by the Group’s employees or subcontractors would incur extra costs on the Group’s part due to new materials and additional labour being required to rectify such mistakes. These additional costs, together with the payment of damages (in the case where the Group fails to complete the project within the contracted time schedule), would adversely affect the Group’s profit margin for the project, thereby adversely affecting the Group’s profitability and financial performance. To expand the Group’s solar power projects, it must find and obtain land use rights for suitable solar project sites. Solar projects require solar conditions that can only be found in a limited number of geographic areas and project sites. Further, large utility-scale solar projects must be interconnected to electricity transmission grids in order to deliver electricity. Once the Group has identified a – 28 –

suitable solar site, its ability to obtain requisite land use rights with respect to the site is subject to growing competition from other solar power producers that may have better access to local government’s support, financial or other resources to locate and obtain land use rights of such sites. The Group’s competitors may impede its development efforts by acquiring control of all or a portion of a solar site the Group seeks to develop. If the Group is unable to find or obtain land use rights of suitable solar sites, its ability might be harmed to develop new solar projects on a timely basis or at all, which could have a material adverse effect on the Group’s business, financial condition and results of operations. The Group relies on local grid companies for grid connection and grid companies may not have adequate transmission capacity or may be unwilling to purchase and transmit electricity generated by the Group’s solar power plants. The Group must obtain consents from local grid companies to connect its solar power plants to their power grids before constructing an on-grid integrated solar system. Such consent depends on a number of external factors, including the availability of existing grids with adequate transmission capacity, progress of grid construction or system upgrades, the distance between the Group’s referred sites and the local grids, and the costs of additional interconnection facilities. Many of these factors are beyond the Group’s control. The Group may not be able to obtain all necessary consents for its new solar power system integration projects in a timely manner, or at all. In addition, solar power plants and other renewable energy facilities of the Group’s competitors located near its solar power system integration projects may compete with the Group to secure grid connections. Grid companies may not have adequate transmission capacity or may be unwilling to purchase and transmit electricity generated by the Group’s solar power plants. The Group may not be able to dispatch electricity when its solar power system integration projects commence operations, which could have a material adverse effect on its revenue and results of operations. In recent years, as a result of electricity supply surplus, an increasing number of local governments have limited the amount of solar power connected to the utility grid. For example, according to a survey conducted by the PRC National Energy Administration, as of the end of 2015, 31% and 26% of solar power generated in Gansu and Xinjiang provinces respectively was not connected to the local utility grids, and as of the first quarter of 2016, the rates increased to 39% and 52%, respectively. According to the same survey, 1.9 billion kilowatt-hours of solar power has not been connected to the utility grid nationwide as of the first quarter of 2016. Our projects in Gansu and Xinjiang have suffered from grid-curtailment resulting in their capacity not being fully utilised. As at 30 June 2016, 171.5MW of 397.9MW solar power facilities (including grid-connected, awaiting for grid-connection projects or under construction) owned by the Group were situated in northwest part of the PRC. If such grid-curtailment persists or if more governments adopt such policies, the Group’s revenue in electricity generation business in the affected area will be adversely affected.

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Solar projects can only receive central government subsidies after they are listed in the Subsidy Catalogue. Solar projects in the PRC can only receive central government subsidies after completing certain administrative and perfunctory procedures with the relevant authorities of finance, price and energy to be listed in the subsidy catalogue. In order to be listed in the subsidy catalogue, ground-mounted projects submit applications to the relevant provincial authorities; and rooftop projects submit applications to the local grid companies in the area where the projects are located. After preliminary review of the applications, the relevant provincial authorities and the local grid companies will report to the MOF, the NDRC, and the National Energy Administration (“NEA”). The MOF, NDRC and NEA will review the applications for all solar projects and decide whether to list the projects in the renewable energy tariff subsidy catalogue. In 2013, these agencies instituted a number of measures to standardise the approval process and the settlement of subsidies, but there have been delays in the listing of projects in the subsidy catalogue, even after electricity has been sold to the power grid, which has delayed the payment of the government subsidy portion of our revenues. The 6th batch of renewable energy tariff subsidy catalogue released in September 2016 covering renewable energy projects connected to the grid during September 2013 and February 2015 has included 80MW of our 110MW currently grid-connected solar farm in northwest of the PRC. If we cannot receive subsidies for our projects as expected, our financial condition may be materially adversely affected. Slow subsidy payments may adversely impact the Group’s cash flow. Despite the Chinese government’s favourable subsidy policy and ambitious capacity growth targets, solar project investors may not be able to promptly apply for subsidy quotas and there may be difficulties and time-lags in receiving subsidy payments. Owing to the shortfall in the Chinese government’s renewable energy fund, the renewable energy subsidy payments may be delayed. The Group’s cash flow may be adversely impacted if it is not able to promptly apply for subsidy quotas or if there are material time-lags in receiving subsidy payments, which would have a material adverse effect on its financial condition, results of operations and business prospects. Compliance with environmental and safe production regulations can be costly, while non-compliance with such regulations may result in adverse publicity and potentially significant monetary damages, fines and suspension of the Group’s business operations. The Group uses, stores and generates volatile, toxic and otherwise dangerous chemicals and waste during the construction of its solar power stations and its manufacturing processes. Such activities are subject to a variety of government regulations related to the use, storage and disposal of such hazardous chemicals and waste. Any failure by the Group to control the use of, or to adequately restrict the discharge of, dangerous substances could subject it to potentially significant monetary damages and fines or the suspension of its business operations. In addition, the Group is required to conduct periodic safety evaluations of its manufacturing and storage facilities and equipment, to file the results of such evaluations with competent safety supervision and administration authorities, and to satisfy other applicable requirements in relation to safe production. – 30 –

The Group is required to comply with all PRC national and local environmental protection regulations. Under such regulations, the Group is prohibited from commencing commercial operations of its manufacturing facilities or its solar power stations until the Group has obtained the relevant approvals from the PRC environmental protection authorities. Certain PRC subsidiaries have not obtained environmental inspection certificates issued by the local environmental authorities for the construction of their production facilities. The failure to obtain such permits or approvals may subject the Group to fines and penalties imposed by the relevant PRC environmental authorities and such PRC subsidiaries may be required to suspend the use of production facilities or cease operations. Moreover, the Group is required to obtain construction permits before commencing constructions of production facilities and its solar power stations. Current or future litigation or administrative proceedings could have a material adverse effect on the Group’s business, financial condition and results of operations. Although currently neither the Group nor any of its subsidiaries is involved in any litigation or administrative proceedings that the Group considers as material, any proceedings, if any, arising in the future could have a material adverse effect on the Group’s business, financial condition and results of operations. The Group has, on a consolidated basis, a substantial amount of debt, which could have a material adverse effect on its business, financial condition and results of operations. The Group has, on a consolidated basis, a substantial amount of debt. As at 31 December 2013, 2014 and 2015 and 30 June 2016, our interest-bearing bank and other loans amounted to RMB1,551 million, RMB1,379 million, RMB2,583 million and RMB2,791 million (US$420 million), respectively. To secure loan facilities, the Company has pledged certain equity interests. As at 30 June 2016, the Company has pledged 92% interest in Xinjiang Singyes Renewable Energy Technology Co., Ltd. and 92% interest in Wuwei DongRun Solar Energy Development Co., Ltd. to secure certain loan facilities. In addition, some of the Company’s PRC subsidiaries have mortgaged their buildings, power stations, time deposits and receivables as security for their bank borrowings. We cannot assure you that we will be able to maintain the relevant financing ratios under our financing agreements from time to time and that we will not default under our debt. If we are unable to obtain forbearance or waiver arrangements with the the relevant lenders and upon occurrence of any default, event of default or cross-default in the future, this could lead to, among other things, an acceleration in our debt obligations. If the Group is required to repay a significant portion or all of its existing indebtedness prior to their maturity or if there is any increase in its interest expenses, the Group may lack sufficient financial resources to make these payments, which could have a material adverse effect on the Group’s business, financial condition and results of operations.

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If the Group fails to enhance its existing products or develop new products that meet evolving customers’ needs in a timely manner, it may be unable to maintain or increase its customer base, and may be unable to recover expenses and costs associated with the development of such new products. The quality and variety of products used in solar EPC and curtain wall products in the PRC have positively developed significantly since the Group first established production and the demand for such products is constantly evolving. The Group expects customers’ demand for products used in solar EPC and curtain wall products to continue to evolve, and its ability to maintain the relationships with existing customers and capture new customers depends significantly upon its ability to enhance its existing products and develop new products to meet the evolving demands. The Group may not be successful in identifying new technologies, enhancing its existing products or developing new products in response to technological changes or changes in customers’ requirements. Alternatively, the technological standards may advance while the Group is engaged in the development of a product, making it less competitive before its introduction to the market. The Group may also incorrectly plan for and invest in future products and customer demand which is not realised. Failure to anticipate or respond in a timely manner to advancements or changes in technology and to adjust the Group’s products according to customers’ requirements and the introduction of new products may negatively impact the Group’s profitability, financial condition and prospects. In addition, problems with product quality or product performance could damage the Group’s reputation, or result in a decrease in customers and revenues leading to unexpected expenses or loss of market share. Our operating history may not be a reliable predictor of our prospects and future results of operation. The Group has been principally engaged in the manufacturing and construction of curtain walls. The Group entered into the renewable energy industry with a focus on the downstream solar EPC market in 2007. The Group expanded into the construction and development of solar power stations relatively recently in 2013. As at 30 June 2016, the Group had solar power facilities with a total capacity of 397.9MW (including grid-connected, awaiting for grid-connection or under construction power facilities), of which 171.5MW are ground-mounted solar farms in northwest China, 150MW are ground-mounted solar farms in Guangdong province, 20MW are groundmounted solar farms in Hebei province and 56.4MW are distributed projects. Although our revenue in sale of electricity experienced significant growth in the past, we cannot assure you that our revenue in sale of electricity will increase at previous rates or at all, or that we will be able to operate profitably in future periods. Our operating history may not be a reliable predictor of our future results of operations, and past revenue growth experienced by us should not be taken as indicative of the rate of revenue growth, if any, that can be expected in the future. We believe that period to period comparisons of our operating results and our results for any period should not be relied upon as an indication of future performance. Developing and managing solar power projects and conducting other complementary businesses involve various risks, including, among others, construction and operational risks. In addition, the Group faces competition from companies with more experiences and established presence in – 32 –

the solar power industry. Therefore, there is no assurance that the Group will be successful in gaining a desired market share in the solar power industry and in expanding its business along the solar power value chain. If the Group fails to manage its solar power business efficiently and effectively, its results of operations and financial conditions could be materially and adversely affected. The Group’s cash flow and future capital expenditure costs are partly funded by its current solar power asset disposals. An inability to find suitable buyers in a timely manner would negatively affect the Group’s cash turnover cycle and lower the Group’s asset turnover. Our strategy of expanding our business in geographical areas beyond mainland China may not succeed. In recent years, we have established a presence in geographical areas beyond mainland China, such as Macao and Malaysia. As part of our growth strategy, we plan to expand our business in geographical areas beyond mainland China. We may not be able to successfully leverage our experience in mainland China to other regions. We may face intense competition from competitors with local industry experience or established local operations. We may face potential regulatory hurdles such as permit, licensing and approval requirements, which we may not be able to meet. The Group may not have sufficient insurance coverage regarding third party liabilities, medical expenses and other liabilities arising from accidents arising from the Group’s operations and to cover the economic losses if any of its production lines are interrupted. The Group’s operations may potentially lead to personal injury and loss of life, damage to or destruction of property, plant and equipment and the environment. Although the Group implements safety measures to reduce the risk of these occurrences, it cannot eliminate the risks completely. The Group maintains insurance coverage in such amounts and against such risks that are in accordance with the common practice of the industry. However, the insurance cover may not be adequate enough to cover all losses or liabilities that may arise from the Group’s operations, and it may, in the future, be unable to maintain insurance of the types or at levels that the Group deems necessary or adequate or at rates that the Group considers reasonable. For instance, the Group is not currently insured against business interruption, which may have a material adverse effect on its revenues and financial condition in the event that any of its production lines is interrupted for any reason. The Group is subject to foreign exchange risk and interest rate risk. The Group’s principal businesses are located in the PRC and most of the transactions are conducted in RMB and most of the Group’s assets are denominated in RMB. However, the Group is exposed to foreign exchange risk and interest rate risk as part of the loans of the Group are denominated in USD or HK dollars, including USD110 million of syndication loans, some other bank loans in Hong Kong, HK$250 million of senior notes due 2018 and the Notes after its issuance. The Group generally enters into hedging agreements such as cross-currency interest rate swaps and interest rate swaps to manage its foreign exchange risk and interest rate risk. For examples, the Group entered into interest rate swap contracts with the bank, covering periods from 30 June 2015 to 29 June 2018. The interest rate swap contracts entitle the Group to receive – 33 –

interest at floating rate on an aggregate notional principal of US$5 million and to pay interest at fixed rates on the same notional principal amount simultaneously. Also, the Group entered into cross-currency interest rate swap contracts with the bank, covering a period from 19 February 2016 to 13 August 2018. The cross-currency interest rate swap contracts entitle the Group to receive interest at floating rates on an aggregate notional principal of US$50 million and to pay interest at fixed rates on an aggregate notional principal of RMB330 million simultaneously. Although the Group seeks to manage its exposure to interest rate risk in order to minimise any negative effects from interest rates fluctuations, there can be no assurance that the Group will be able to do so successfully and the Group’s financial condition and results could nevertheless be adversely affected by adverse fluctuations of the interest rates. Following the offering of the Notes, the Group may enter into foreign exchange and interest rate hedging agreements in respect of its US dollar liabilities under the Notes. These hedging agreements may require the Group to pledge or transfer cash and other collaterals to secure its obligations under the agreements, and the amount of collaterals required may increase as a result of mark-to-market adjustments. The Group’s operating results may fluctuate from period to period in the future. The Group’s results may be affected by factors such as changes in market price of solar products and solar energy, sales orders from customers, costs of raw materials, delays in equipment delivery, suppliers’ failure to perform their delivery obligations failure or delay in construction of solar power plants and solar product manufacturing facilities and interruptions in electricity supply and other key production inputs. The Group’s results may also be affected by the general economic conditions and the state of the credit markets both in China and elsewhere in the world, which may affect the demand for its products and availability of financing. The Group’s revenue and profit have been adversely affected by the global economic recession in recent years. In addition, during the winter months partly due to adverse weather conditions in certain regions, the output of some of the Group’s solar power plants may be lower than at other times. Similarly, demand for solar products also tends to be weaker during the winter months partly due to adverse weather conditions in certain regions, which complicate the installation of solar power systems. The Group’s operating results may fluctuate from period to period based on the seasonality of industry demand for solar power products. The Group’s sales of solar products in the first quarter of any year may also be affected by the occurrence of the Chinese New Year holiday during which domestic industrial activity is normally lower than that at other times. In addition, as the Group is an integrated solar products provider, its sales revenues and gross profit margin may vary as it further expands the production capacity of its solar products at different paces. As a result, you may not be able to rely on period to period comparisons of the Group’s operating results as an indication of the Group’s future performance. We may be subject to the risks of inefficient internal control. We have engaged internal control consultants to review the effectiveness of our risk management and internal control systems and procedures and they have identified certain internal control deficiencies in our historical operations. Based on the recommendations of the internal control consultants, we have adopted and implemented various measures to improve our internal control procedures with a view to reducing our risk exposure from the identified internal control deficiencies. There is, however, no guarantee that such enhanced internal control measures may be effective against, or capable of eliminating, unexpected future risks (for example, due to – 34 –

market or regulatory changes) and any failure to eliminate or mitigate such future risks due to ineffectiveness or inadequacy of our internal control measures may adversely affect our reputation, business and results of operations. The Group depends on its R&D team and other personnel. The Group’s success depends on its ability to attract and retain skilled employees, particularly engineering, technical and R&D personnel. In particular, the success of the Group’s products and services are dependent upon its ability to attract skilled employees. Competition for qualified technical personnel and operations in the PRC is intense, the replacement of skilled employees is difficult and the training of new engineers or technicians to become skilful takes time. If the Group is unable to attract and retain its technical personnel and other employees, the Group’s operating efficiency and production standards would deteriorate, which may adversely affect its business. In addition, the Group may need to increase salary levels and improve compensation packages in order to retain its existing personnel and attract the additional personnel that the Group expects to require. This could have a material adverse effect on the Group’s business and results of operations. RISKS RELATING TO THE PRC Changes in the attitude of the PRC government towards the development of the solar power industry may adversely affect the Group’s current or future business, growth strategies, financial condition and results of operations. The Group currently conducts its business primarily through entities incorporated in China. The growth and performance of the Group’s business are affected by the availability of support and financial incentives from the PRC government. The solar power industry in the PRC has accumulated excess production capacity primarily due to the rapid growth in the number of solar power companies in the PRC in recent years. It is generally expected that many solar power companies will face difficulties in maintaining their competitive positions in the future. In the event that the PRC government promulgates any policy to restrict the import of polysilicon to rectify the excess supply of domestic polysilicon, the Group may need to source more polysilicon in the PRC polysilicon market and modify the Group’s procurement strategy, which it may not be able to accomplish in a timely and cost-effective manner, or at all. There is no assurance that the Company will be able to compete effectively under such regulatory restraints. Changes in the PRC government’s attitude towards the solar power industry may have adverse effects on the developments and sustainability of solar power generation businesses and solar product producers in the PRC and hinder the Group’s business, financial condition, results of operations and prospects. Changes in the economic, political and social conditions in the PRC may have a material and adverse effect on the Group’s business, financial condition, results of operations and prospects. The Group conducts substantially all of its business and operations in the PRC. Accordingly, its business, financial condition, results of operations and prospects are, to a significant degree, subject to the economic, political and social developments in the PRC. The Chinese economy differs from the economies of most developed countries in many respects, including the extent – 35 –

of government involvement, level of development, growth rate, control of foreign exchange and allocation of resources. Although the PRC government’s economic reforms have emphasised the independence of enterprises, the use of market mechanism and the improvement of corporate governance, the PRC government continues to exercise significant control in regulating industry developments, allocating resources, controlling payments of foreign currency denominated obligations, setting monetary policies and providing preferential treatments to particular industries or companies. While the economy of the PRC has experienced significant growth over the past decade, growth has been uneven, both geographically and among various sectors of the economy. The PRC government has implemented various measures to encourage economic growth and to guide the allocation of resources. While some of these measures may benefit the overall economy of the PRC, they may have a negative effect on the Group. For example, the Group’s financial results may be adversely affected by the government control over capital investments or changes in tax regulations that are applicable to the Group. Any changes in the PRC economic, political and social conditions may have a material adverse effect on the Group’s present and future operations. In addition, the Group cannot assure you that the economy of the PRC will continue to grow, or that if there is growth, such growth will be steady and uniform, or that if there is a slowdown, such slowdown will not have a negative effect on the Group’s businesses. For example, the growth rate of the PRC’s gross domestic product has slowed down in recent years, from 7.7% in 2013 to 6.9% in 2015. The PRC government has set the gross domestic product growth rate target range at between 6.5% and 7.0% for 2016. The Group cannot assure you that the various macroeconomic measures, monetary policies and economic stimulus packages adopted by the PRC government to guide economic growth and the allocation of resources will be effective in sustaining the fast growth rate of the economy of the PRC. Any adverse change in the economic, political and social conditions in the PRC could have a material adverse effect on the overall economic growth and the level of renewable energy investments and expenditures in the PRC, which in turn could lead to a reduction in the demand for the Group’s products and consequently have a material adverse effect on the Group’s businesses. The PRC’s legal system is still evolving and the uncertainties as to the interpretation and enforcement of PRC laws could have a material adverse effect on the Group. Most of the Group’s business and operations are conducted in the PRC, and thus the Group is governed primarily by PRC laws and regulations. The PRC legal system is a civil law system based on written statutes and past court decisions may be cited for reference but have limited precedential value. Since the late 1970s, the PRC government has made significant progress in the development of its laws and regulations governing economic matters, such as trading of securities, shareholders’ rights, foreign investment, company organisation and governance, commerce, tax and trade. As these laws and regulations are still evolving and because of the limited number of published cases and the non-binding nature of prior court decisions, uncertainties as to the interpretation and enforcement of the laws and regulations exist. For the same reasons, legal protection available to the Group under these laws and regulations may be limited. Any litigation or regulatory enforcement action in the PRC may be protracted and could – 36 –

result in substantial costs and diversion of resources and management attention. For example, we have registered the issuance of the Notes with the NDRC with reference to the NDRC Notice and are required to file a post-issuance report with the NDRC within 10 PRC working days after the issue date of the Notes pursuant to the registration certificate. As the NDRC Notice is a new regulation, there are still uncertainties regarding its interpretation, implementation and enforcement by the NDRC. If we fail to complete such filing in accordance with the relevant requirements, due to any change in the relevant regulation we may be subject to penalties or other enforcement actions by relevant PRC government authorities. You may experience difficulty in effecting service of process, enforcing foreign judgments or bringing original actions in the PRC against the Group’s Directors and senior management. The Group conducts substantially all of its operations in the PRC and substantially all of its assets are located in the PRC. In addition, most of the Group’s Directors and senior management reside within the PRC. As a result, it may not be possible to effect service of process outside the PRC on the Group and those persons in the PRC. Moreover, the PRC does not have treaties with the United Kingdom or many other countries providing for the reciprocal recognition and enforcement of judgments of foreign courts. Therefore, it is uncertain whether and on what basis a PRC court would enforce a judgment rendered by a court in any of these jurisdictions. Relevant PRC rules and regulations concerning merger and acquisition activities establish complex procedures for some acquisitions of Chinese companies by foreign investors, which could make it more difficult for the Group to pursue growth through acquisitions in the PRC. On 8 August 2006, six PRC government and regulatory authorities, including the PRC Ministry of Commerce (“MOFCOM”) and the Chinese Securities Regulatory Commission (“CSRC”), promulgated a rule entitled “Provisions regarding Mergers and Acquisitions of Domestic Enterprises by Foreign Investors” (the “M&A Rule”), which became effective on 8 September 2006 and was amended on 22 June 2009. The M&A Rule, as amended, among other things, established procedures and requirements that could make merger and acquisition activities by foreign investors more time-consuming and complex, including requirements in some instances that MOFCOM be notified in advance of certain change-of-control transactions in which a foreign investor takes control of a PRC domestic enterprise, or a foreign company with substantial PRC operations, if certain thresholds under the Provisions on Thresholds for Prior Notification of Concentrations of Undertakings (issued by the State Council on 3 August 2008) are triggered. Furthermore, MOFCOM promulgated the Rules of Ministry of Commerce on Implementation of Security Review System of Mergers and Acquisition of Domestic Enterprises by Foreign Investors in August 2011, which came into effect on 1 September 2011, to implement the Notice of the General Office of the State Council on Establishing the Security Review System for Mergers and Acquisitions of Domestic Enterprises by Foreign Investors (promulgated on 3 February 2011 (“Circular No. 6”)). According to Circular No. 6, a security review is required for mergers and acquisitions by foreign investors of PRC domestic enterprises (i) having “national defence and security” concerns, and (ii) where the foreign investors may acquire the “de facto control” of the PRC domestic enterprises having national security concerns such as key farm products, key energy and resources, and key infrastructure, transportation, technology and major equipment manufacturing industries. Circular No. 6, however, does not define the term of “key” or “major”, nor has it exhausted all the industries that may be deemed as sensitive industries subject to the security review. When deciding whether a specific merger – 37 –

or acquisition of a domestic enterprise by foreign investors is subject to the security review by MOFCOM, the principle of “substance over form” should be applied and foreign investors are prohibited from bypassing the security review requirement by structuring transactions through nominee holding structure, trusts, indirect investments, leases, loans, control through contractual arrangements, offshore transactions, or other means. The Group believes that its current business is not in an industry related to national security. However, the Group cannot preclude the possibility that MOFCOM or other government agencies may release interpretations or new rules contrary to its understanding or broaden the scope of such security review in the future. Moreover, the Anti-Monopoly Law promulgated by the Standing Committee of the National People’s Congress on 30 August 2007 and became effective from 1 August 2008 requires that transactions which are deemed concentrations and involve parties with specified turnover thresholds must be notified and cleared by MOFCOM before they can be completed. In the future, the Group may grow its business by acquiring complementary businesses. Complying with the requirements of the above-mentioned regulations and other relevant rules to complete such transactions could be time-consuming, and any required approval processes, including obtaining approval from the MOFCOM or its local counterparts may delay or inhibit the Group’s ability to complete such transactions. The Group’s ability to expand its business or maintain or expand its market share through future acquisitions would as such be materially and adversely affected. The Company may be deemed a PRC resident enterprise under the Enterprise Income Tax Law and be subject to PRC taxation on its worldwide income. Under the EIT Law and its implementation regulations, both of which became effective on 1 January 2008, enterprises established outside the PRC whose “de facto management bodies” are located in the PRC are considered as “tax resident enterprises” and will generally be subject to the uniform 25% enterprise income tax rate as to their global income. Under the implementation regulations for the EIT Law, “de facto management bodies” is defined as the bodies that have, in substance, overall management control over the production and business, personnel, accounts and properties of an enterprise. In addition, a circular issued by the SAT on 22 April 2009 sets out certain standards for determining whether the “de facto management body” of an offshore enterprise funded by Chinese enterprises as controlling investors is located in the PRC. Although this circular applies only to offshore enterprises funded by Chinese enterprises as controlling investors, rather than those funded by Chinese or foreign individuals as controlling investors, the determining criteria set forth in the circular may reflect the SAT’s general position on how the “de facto management body” test should be applied in determining the tax resident status of offshore enterprises, regardless of whether they are funded by Chinese enterprises, Chinese or foreign individuals as controlling investors. There are no detailed guidelines issued by the SAT for determining the location of “de facto management bodies” in an offshore entity which is not controlled by a Chinese enterprise or Chinese group enterprise. As a result, it is unclear what factors will be considered by the PRC tax authorities to determine whether the Company is a company with its “de facto management body” in the PRC. As a substantial number of the Company’s management personnel are located in the PRC, and a substantial portion of its revenue arises from its subsidiaries in the PRC, if the PRC tax authorities consider the Company to be a PRC tax resident enterprise, the Company may be subject to PRC enterprise income tax at the rate of 25% on worldwide income, which may have an adverse impact on the Company’s financial condition, results of operations and prospects. The Company may be subject to PRC withholding taxes on interest it pays on the Notes. According to relevant PRC laws and regulations, if the PRC tax authorities consider the Company (1) to be a PRC tax resident enterprise, (2) to the extent such withholding tax payments – 38 –

are deemed to be income sourced within the PRC, and (3) provided that there are no tax treaties between China and those countries or regions which exempt or reduce such withholding tax, the Company is obligated to withhold PRC income tax of up to 10% on interest paid and other related amounts on the Notes to holders of the Notes (“Noteholders”, and each a “Noteholder”) Noteholders that are non PRC resident enterprises, or up to 20% on interest paid to a foreign individual who is neither domiciled nor resident in the PRC. Similarly, any gain realised by such non PRC resident enterprise or non PRC resident individual Noteholders from the transfer of the Notes would be regarded as being derived from sources within the PRC and would accordingly be subject to 10% or 20% PRC withholding tax. Fluctuation in the exchange rates of the Renminbi and governmental control over the conversion of foreign exchange may have a material adverse effect on your investment and limit the Group’s ability to utilise its cash effectively. Substantially all of the Group’s revenue is denominated in Renminbi. The exchange rates between the Renminbi and the Hong Kong dollar, the US dollar and other foreign currencies are affected by, among other things, changes in the PRC’s political and economic conditions. On 21 July 2005, the PRC government changed its decade-old policy of pegging the value of the Renminbi to the US dollar. Under the new policy, the Renminbi is pegged against a basket of currencies, determined by the People’s Bank of China (the “PBOC”), against which it can rise or fall by as much as 0.5% each day. This change in policy has resulted in the value of the Renminbi appreciating significantly against US dollar between July 2005 and December 2009. In June 2010, the PRC government indicated that it would increase the flexibility of the Renminbi exchange rate. On 16 April 2012, the PRC government widened the daily trading band to 1%. The daily trading band was further widened from 1% to 2% by the PBOC from 17 March 2014. In August 2015, the PBOC changed the way it calculates the mid-point price of Renminbi against the US dollar, requiring the market-makers who submit for the PBOC’s reference rates to consider the previous day’s closing spot rate, foreign-exchange demand and supply as well as changes in major currency rates. This change, and other changes such as widening the trading band that may be implemented, may increase volatility in the value of Renminbi against foreign currencies including the US dollar. There remains significant international pressure on the PRC government to adopt a more flexible currency policy. In November 2015, the International Monetary Fund approved to add Renminbi to its Special Drawing Rights basket, which took effect in October 2016. This represented a major step in the internationalisation of the Renminbi. The Renminbi may be further revalued against the US dollar or other currencies, or may be permitted to enter into a full or limited free float, which may result in an appreciation or depreciation in the value of the Renminbi against the US dollar or other currencies, any of which could give rise to uncertainties in the value of, and any dividends payable to the Company by its PRC subsidiaries. The PRC government imposes controls on the convertibility of Renminbi into foreign currencies and, in certain cases, the remittance of currency out of the PRC. Under existing PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments and expenditures from trade related transactions, can be made in foreign currencies without prior approval from the State Administration of Foreign Exchange of the PRC (“SAFE”) by complying with certain procedural requirements. However, approval from the SAFE or its local branch is required where Renminbi is to be converted into foreign currency and remitted – 39 –

out of the PRC to pay capital expenses such as the repayment of loans denominated in foreign currencies. The PRC government may also at its discretion restrict access in the future to foreign currencies for current account transactions. Under the Group’s current corporate structure, the Company’s income is primarily derived from dividend payments from its PRC subsidiaries. Shortages in the availability of foreign currency may restrict the ability of the Company’s PRC subsidiaries to remit sufficient foreign currency to pay dividends or other payments to the Company, or otherwise satisfy their foreign currency-denominated obligations. If the foreign exchange control system prevents the Company from obtaining sufficient foreign currencies to satisfy its currency demands, the Company may not be able to pay principal or interest on the Notes. In addition, since a significant amount of the Group’s future cash flow from operations will be denominated in Renminbi, any existing and future restrictions on currency exchange may limit the Group’s ability to purchase goods and services outside of the PRC or otherwise fund its business activities that are conducted in foreign currencies. The properties leased by the Group may have defects in lessors’ title and the Group’s lease agreements have not been registered, which may subject it to adverse legal consequences. The Group lease office or residential space from third parties for part of its operations in the PRC. Any defects in lessors’ title to the leased properties may disrupt the use of such offices or residence, which may in turn adversely affect its business operations. For example, some of the lessors have not provided the Group with documentation evidencing their title to the relevant leased properties. If the lessors of the relevant leased properties do not have the requisite rights to lease out the relevant leased properties, the relevant lease agreements may be deemed invalid, and as a result, the Group may be required to move out from the relevant leased properties. The Group may not be able to find new offices or residence on commercially reasonable terms soon, or at all, and may incur expenses if it is required to move out from the relevant leased properties, and its business and results of operations may be affected. In addition, the Group have not registered any of its lease agreements with relevant PRC governmental authorities as required by PRC law, and although failure to do so does not in itself invalidate the leases, the Group may not be able to defend these leases against bona fide third parties. Also, the Group may be subject to fines from RMB1,000 to RMB10,000 for each of the unregistered lease agreements. RISKS RELATING TO THE NOTES We are a holding company and payments with respect to the Notes are structurally subordinated to liabilities, contingent liabilities and obligations of our subsidiaries which are not providing guarantees under the Notes. We are a holding company with no material operations. We conduct our operations primarily through our PRC subsidiaries. The Notes will not be guaranteed by any current or future PRC subsidiaries or by certain other Non-Guarantor Subsidiaries as defined in the section entitled “Description of the Notes.” In addition, none of the shares of our subsidiaries will be pledged for the benefit of the Noteholders. Our primary assets are ownership interests in our PRC subsidiaries. The initial Subsidiary Guarantors do not, and any future Subsidiary Guarantors and JV Subsidiary Guarantors may not have material operations. Accordingly, our ability to pay principal and interest on the Notes and the ability of the Subsidiary Guarantors and the JV – 40 –

Subsidiary Guarantors (if any) to satisfy their obligations under the Subsidiary Guarantees or the JV Subsidiary Guarantees (as the case may be) will depend upon our receipt of principal and interest payments on the intercompany loans and distributions of dividends from our PRC subsidiaries. See “— Risks Relating to the PRC — Fluctuation in the exchange rates of the Renminbi and governmental control over the conversion of foreign exchange may have a material adverse effect on your investment and limit the Group’s ability to utilise its cash effectively.” Creditors, including trade creditors of our Non-Guarantor Subsidiaries and any holders of preferred shares in such entities, would have a claim on such subsidiaries’ assets that would be prior to the claims of holders of the Notes. As a result, our payment obligations under the Notes will be effectively subordinated to all existing and future obligations of such subsidiaries, and all claims of creditors of our Non-Guarantor Subsidiaries will have priority as to the assets of such entities over our claims and those of our creditors, including holders of the Notes. As at 30 June 2016, our Non-Guarantor Subsidiaries had total interest-bearing bank and other loans from third parties of approximately RMB1,657.1 million (US$249.3 million), and had capital commitments to third parties of approximately RMB765.9 million (US$115.2 million) and there was no contingent liability as at 30 June 2016. See “Description of Other Material Indebtedness and Obligations.” The Notes and the Indenture permit us, the Subsidiary Guarantors, the JV Subsidiary Guarantor (if any) and our Non-Guarantor Subsidiaries to incur additional indebtedness and issue additional guarantees, subject to certain limitations. The Notes and the Indenture do not restrict the ability of our subsidiaries to issue certain categories of guarantee in the ordinary course of business. In addition, our secured creditors or those of any Subsidiary Guarantor or JV Subsidiary Guarantor (if any) would have priority as to our assets or the assets of such Subsidiary Guarantor or JV Subsidiary Guarantor (if any) securing the related obligations over claims of holders of the Notes. Under the terms of the Notes, a Subsidiary Guarantee required to be provided by a subsidiary of the Company under the terms of the Notes may be replaced by a limited-recourse guarantee, or JV Subsidiary Guarantee, following the sale or issuance to a third party of a 20% to 49.9% equity interest in such subsidiary by its direct or indirect majority shareholders or the purchase by the Company or any Restricted Subsidiary of no less than 50.1% of the Capital Stock of an independent third party and designate such entity as a Restricted Subsidiary (subject to the satisfaction of certain conditions). Recovery under the JV Subsidiary Guarantees provided by a JV Subsidiary Guarantor and its shareholders and subsidiaries is limited to an amount equal to our proportional interest in the issued share capital of such Subsidiary Guarantor, or JV Subsidiary Guarantor, multiplied by the fair market value of the total assets in such JV Subsidiary Guarantor and its subsidiaries, on a consolidated basis, as at the date of the last fiscal year end of the Company. As a result, the amount that may be recovered by the Trustee pursuant to a JV Subsidiary Guarantee (compared to a Subsidiary Guarantee) is reduced, which in turn may affect your ability to recover any amounts due under the Notes. We have substantial indebtedness and may incur substantial additional indebtedness in the future, which could adversely affect our financial health and our ability to generate sufficient cash to satisfy our outstanding and future debt obligations. We now have, and will continue to have after the offering of the Notes, a substantial amount of indebtedness. As at 31 December 2013, 2014 and 2015 and 30 June 2016, our interest-bearing bank and other loans amounted to RMB1,551 million, RMB1,379 million, RMB2,583 million – 41 –

and RMB2,791 million (US$420 million), respectively. On 8 August 2014, we issued RMB930,000,000 5.00% USD settled convertible bonds due 2019. On 21 November 2014, we issued RMB560,000,000 7.875% senior notes due 2017. On 9 February 2015, we issued HK$250 million 7.75% senior notes due 2018. Our substantial indebtedness has important consequences for you. For example, it: •

limits our ability to satisfy our obligations under the Notes and other debt;

•

increases our vulnerability to adverse general economic and industry conditions;

•

requires us to dedicate a substantial portion of our cash flow from operations to servicing and repaying our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures and for other general corporate purposes;

•

limits our flexibility in planning for or reacting to changes in our businesses and the industry in which we operate;

•

places us at a competitive disadvantage compared to our competitors that have less debt;

•

limits, along with the financial and other restrictive covenants of our indebtedness, among other things, our ability to borrow additional funds; and

•

increases the cost of additional financing.

In the future, we may from time to time incur substantial additional indebtedness and contingent liabilities. Although the Indenture restricts us and our Restricted Subsidiaries from incurring additional debt and contingent liabilities, these restrictions are subject to important exceptions and qualifications. If we or our subsidiaries incur additional debt, the risks that we face as a result of our already substantial indebtedness and leverage could intensify. Our ability to generate sufficient cash to satisfy our outstanding and future debt obligations will depend upon our future operating performance, which will be affected by prevailing economic conditions and financial, business and other factors, many of which are beyond our control. We anticipate that our operating cash flow will be sufficient to meet our anticipated operating expenses and to service our debt obligations as they become due. However, we may not generate sufficient cash flow for these purposes. If we are unable to service our indebtedness, we will be forced to adopt an alternative strategy that may include actions such as reducing or delaying capital expenditures, selling assets, restructuring or refinancing our indebtedness or seeking equity capital. These strategies may not be instituted on satisfactory terms, if at all. In addition, the terms of the Indenture prohibit us from incurring additional indebtedness unless (i) we are able to satisfy certain financial ratios or (ii) we are able to incur such additional indebtedness pursuant to any of the specific exceptions to the financial ratios requirements, and meet any other applicable restrictions. Our ability to meet our financial ratios may be affected by events beyond our control. We cannot assure you that we will be able to meet these ratios. Certain of our other financing arrangements also impose operating and financial restrictions on our business. See “Description of Other Material Indebtedness and Obligations.” Such restrictions in the Notes and our other financing arrangements may negatively affect our ability – 42 –

to react to changes in market conditions, take advantage of business opportunities we believe to be desirable, obtain future financing, fund required capital expenditures, or withstand a continuing or future downturn in our business. Any of these factors could materially and adversely affect our ability to satisfy our obligations under the Notes and other debt. Our subsidiaries are subject to restrictions on the payment of dividends and the repayment of intercompany loans or advances to us and our subsidiaries. As a holding company, we depend on the receipt of dividends and the interest and principal payments on intercompany loans or advances from our subsidiaries, including our PRC subsidiaries, to satisfy our debt obligations, including our obligations under the Notes. The ability of our subsidiaries to pay dividends and make payments on intercompany loans or advances to their shareholders is subject to, among other things, distributable earnings, cash flow conditions, restrictions contained in the articles of association of our subsidiaries, applicable laws and restrictions contained in the debt instruments of such subsidiaries. See “Description of Other Material Indebtedness and Obligations.” In addition, if any of our subsidiaries raises capital by issuing equity securities to third parties, dividends declared and paid with respect to such shares would not be available to us to make payments on the Notes. Furthermore, certain loan agreements obtained by our PRC subsidiaries from lender banks in the PRC contain provisions that restrict or prohibit the payment of dividends. These restrictions could reduce the amounts that we receive from our subsidiaries, which would restrict our ability to meet our payment obligations under the Notes and the ability of the Subsidiary Guarantors or JV Subsidiary Guarantors (if any) to satisfy their obligations under the Subsidiary Guarantees or JV Subsidiary Guarantees (as the case may be). PRC laws and regulations permit payment of dividends only out of accumulated profits as determined in accordance with PRC accounting standards and regulations and such profits differ from profits determined in accordance with IFRS in certain significant respects, including the use of different bases of recognition of revenue and expenses. Our PRC subsidiaries are also required to set aside a portion of their after-tax profits according to PRC accounting standards and regulations to fund certain reserves that are not distributable as cash dividends. In addition, dividends paid by our PRC subsidiaries to their non-PRC parent companies are subject to a 10% withholding tax, unless there is a tax treaty between the PRC and the jurisdiction in which the overseas parent company is incorporated, which specifically exempts or reduces such withholding tax. Pursuant to an avoidance of double tax arrangement between Hong Kong and the PRC, if the non-PRC parent company is a Hong Kong resident and directly holds a 25% or more interest in the PRC enterprise, such withholding tax rate may be lowered to 5%. However, according to the Circular in Relation to the Understanding and Determination of “Beneficial Owners” in Tax Treaties (《關於如何理解和認定稅收協定中「受益所有人」的通知》) issued by the PRC State Administration of Taxation on 27 October 2009, tax treaty benefits will be denied to “conduit” or shell companies without substantive business activities. As a result of such limitations, dividend payments from our PRC subsidiaries may not be sufficient to meet our payment obligations required by the Notes or to satisfy the obligations of the Subsidiary Guarantors or JV Subsidiary Guarantors (if any) under the Subsidiary Guarantees or the JV Subsidiary Guarantees (as the case may be), and there could be restrictions on payments required to redeem the Notes at maturity or as required for any early redemption. Furthermore, in practice, the market interest rate that our PRC subsidiaries can pay with respect to offshore loans generally may not exceed comparable interest rates in the international finance – 43 –

markets. The interest rates on shareholders’ loans paid by our subsidiaries, therefore, are likely to be lower than the interest rate for the Notes. Our PRC subsidiaries are also required to pay a 10% (or 7% if the interest is paid to a Hong Kong resident, subject to approval by local tax authorities) withholding tax on our behalf on the interest paid under any shareholders’ loans. PRC regulations require approval by the competent authorities prior to any of our non-PRC subsidiaries making shareholder loans in foreign currencies to our PRC subsidiaries (except the loans to a foreign-invested enterprise within the difference between its total investment and registered capital), and require such loans (including the loans to a foreign-invested enterprise within the difference between its total investment and registered capital) to be registered with the SAFE. Prior to payment of interest and principal on any such shareholder loan, the PRC subsidiaries must present evidence of payment of the withholding tax on the interest payable on any such shareholder loan and evidence of registration with the SAFE, as well as any other documents that the SAFE or its local branch may require. As a result of the foregoing, we cannot assure you that we will have sufficient cash flow from dividends or payments on intercompany loans or advances from our subsidiaries to satisfy our obligations under the Notes or the obligations of the Subsidiary Guarantors or JV Subsidiary Guarantors (if any) under the Subsidiary Guarantees or the JV Subsidiary Guarantees (as the case may be). Any limitation on the ability of our PRC subsidiaries to pay dividends to us may also materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our businesses or otherwise fund and conduct our business. Investment in the Notes may subject investors to foreign exchange rate risks. The Company will pay principal, premium (if any) and interests on the Notes in US dollars. This may give rise to certain risks relating to currency conversions if a Noteholder’s activities are denominated principally in a currency or currency unit (the “investor’s currency”) other than US dollar. These include the risk that exchange rates may significantly change (including changes due to devaluation of the US dollar or revaluation of the investor’s currency) and the risk that authorities with jurisdiction over the investor’s currency may impose or modify exchange controls. An appreciation in the value of the investor’s currency relative to the US dollar would decrease (i) the investor’s currency equivalent yield on the Notes; (ii) the investor’s currency equivalent value of the principal payable on the Notes; and (iii) the investor’s currency equivalent market value of the Notes. We may be subject to risks presented by fluctuations in exchange rates between the Renminbi and other currencies, particularly the US dollar. A significant majority of our revenues are generated by our PRC operating subsidiaries and are denominated in Renminbi. Transactions of our foreign operations and certain expenses we incurred are denominated in foreign currencies, mainly US dollars. Our exposure to foreign exchange risk is principally due to our assets located overseas and our foreign currency denominated bank deposits and debt (including the Notes). Appreciation of the Renminbi against the US dollar generally results in a gain arising from our US dollar-denominated debt (including the Notes) and a loss arising from our bank deposits in foreign currencies, such as US dollar or Hong Kong dollar bank deposits. A depreciation of the Renminbi against the US dollar would have the opposite effect. In addition, a depreciation of Renminbi would negatively affect the value of dividends paid by our PRC subsidiaries, which may in turn affect our ability to service foreign currency denominated debts (including the Notes). – 44 –

Pursuant to reforms of the exchange rate system announced by the PBOC on 21 July 2005, Renminbi-to-foreign currency exchange rates are allowed to fluctuate within a narrow and managed band against a basket of foreign currencies, rather than being effectively linked to the US dollar. Further, from 18 May 2007, the PBOC enlarged the floating band for the trading prices in the inter-bank foreign exchange market of the Renminbi against the US dollar from 0.3% to 0.5% around the central parity rate, effective on 21 May 2007. This allows the Renminbi to fluctuate against the US dollar by up to 0.5% above or below the central parity rate published by the PBOC. The floating band was further widened to 1.0% on 16 April 2012 and 2.0% on 17 March 2014. In August 2015, the PBOC changed the way it calculates the mid-point price of Renminbi against the US dollar, requiring the market-makers who submit for the PBOC’s reference rates to consider the previous day’s closing spot rate, foreign-exchange demand and supply as well as changes in major currency rates. This change, and other changes such as widening the trading band that may be implemented, may increase volatility in the value of Renminbi against foreign currencies including the US dollar. The PRC government may adopt further reforms of its exchange rate system, including making the Renminbi freely convertible in the future. There are limited hedging instruments available in China to reduce our exposure to exchange rate fluctuations between the Renminbi and other currencies. Following the offering of the Notes, we may enter into foreign exchange or interest rate hedging agreements in respect of our foreign currency-denominated liabilities and our liabilities under the Notes as permitted under the Indenture. These hedging agreements may require us to pledge or transfer cash and other collateral to secure our obligations under the agreements, and the amount of collateral required may increase as a result of mark-to-market adjustments. If we were unable to provide such collateral, it could constitute a default under such agreements. Any hedging obligation entered into or to be entered into by us or our subsidiaries, may contain terms and conditions that may result in the early termination, in whole or in part, of such hedging obligation upon the occurrence of certain termination or analogous events or conditions (howsoever described), including such events relating to us and/or any of our subsidiaries, and the terms and conditions of such hedging obligation(s) may provide that, in respect of any such early termination, limited or no payments may be due and payable to, or that certain payments may be due and payable by, us and/or any of our subsidiaries (as relevant) in respect of any such early termination. Any such early termination, in whole or in part, of any such hedging obligation(s), and the payment and any other consequences and effects of such early termination(s), may be material to our financial condition and/or any of our subsidiaries and may be material in relation to the performance of our or their respective obligations under or in relation to the Notes (if applicable), any indebtedness or any other present or future obligations and commitments. We may not be able to repurchase the Notes upon a Change of Control. We must offer to purchase the Notes upon the occurrence of a Change of Control at a purchase price equal to 101% of the principal amount plus accrued and unpaid interest. See “Description of the Notes.” The source of funds for any such purchase would be our available cash or third-party financing. However, we may not have enough available funds at the time of the occurrence of any Change of Control to make purchases of the outstanding Notes. Our failure to make the offer to purchase – 45 –

or to purchase the outstanding Notes would constitute an event of default under the Notes. The event of default may, in turn, constitute an event of default under other indebtedness, any of which could cause the related debt to be accelerated after any applicable notice or grace periods. If our other debt were to be accelerated, we may not have sufficient funds to purchase the Notes and repay the debt. In addition, the definition of Change of Control for purposes of the Indenture does not necessarily afford protection for the holders of the Notes in the event of some highly leveraged transactions, including certain acquisitions, mergers, refinancings, restructurings or other recapitalisations, although these types of transactions could increase our indebtedness or otherwise affect our capital structure or credit ratings. The definition of Change of Control for purposes of the Indenture also includes a phrase relating to the sale of “all or substantially all” of our assets. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition under applicable law. Accordingly, our obligation to make an offer to purchase the Notes, and the ability of a holder of the Notes to require us to purchase its Notes pursuant to the offer as a result of a highly leveraged transaction or a sale of less than all of our assets may be uncertain. We may be able to redeem the Notes in whole at a redemption price equal to 100% of the principal amount plus accrued and unpaid interest in the event we are required to pay additional amounts because we are treated as a PRC “resident enterprise.” In the event we are treated as a PRC “resident enterprise” under the EIT Law, we may be required to withhold PRC tax on interest payable to our non-resident investors. In such case, we will, subject to certain exceptions, be required to pay such additional amounts as will result in receipt by a holder of a Note of such amounts as would have been received by the holder had no such withholding been required. As described under “Description of the Notes — Redemption for Taxation Reasons,” in the event we are required to pay additional amounts as a result of certain changes in specified tax law or certain other circumstances, including any change or interpretation that results in our being required to withhold tax on interest payments as a result of our being treated as a PRC “resident enterprise,” we may redeem the Notes in whole at a redemption price equal to 100% of the principal amount plus accrued and unpaid interest. The insolvency laws of Bermuda and the PRC and other local insolvency laws applicable to us may differ from those of any other jurisdiction with which Noteholders are familiar. Because we are incorporated under the laws of Bermuda, an insolvency proceeding relating to us, even if brought in the United States, would likely involve Bermuda insolvency laws, the procedural and substantive provisions of which may differ from comparable provisions of the laws of the United States or other jurisdictions with which holders of the Notes are familiar. In addition, the Subsidiary Guarantors are incorporated in Singapore, Malaysia, Samoa, Macao, British Virgin Islands, Bermuda and Hong Kong and the insolvency laws of these jurisdictions may also differ from the laws of the United States or other jurisdictions with which the holders of the Notes are familiar. We conduct a substantial majority of our business operations through PRC-incorporated subsidiaries in China. We and our Subsidiary Guarantors, as equity holders in our PRC subsidiaries, are necessarily subject to the bankruptcy and insolvency laws of China in a – 46 –

bankruptcy or insolvency proceeding involving any of such PRC subsidiaries. Any JV Subsidiary Guarantors which become equity holders of our PRC Subsidiaries would also be subject to such laws. The PRC laws and regulations relating to bankruptcy and insolvency and the legal proceedings in that regard may significantly differ from those of the United States and other jurisdictions with which the holders of the Notes are familiar. You should analyse the risks and uncertainties in the insolvency laws of Bermuda, Singapore, Malaysia, Samoa, Macao, the British Virgin Islands, Hong Kong, the PRC and other jurisdictions applicable to us carefully before you invest in our Notes. The payment instruction we provide to the escrow bank in relation to the interest reserve account may not be irrevocable under certain circumstances. We will set up an interest reserve account for the purpose of interest payment. We also undertake to give irrevocable instruction to the escrow bank six months prior to each interest payment date for such interest payment. However, such instruction may not be irrevocable under certain circumstances. For example, in the event where we become insolvent, according to the agreement between us and the escrow bank, the escrow bank may have sole discretion over whether to act on our instructions under such circumstance. If we are unable to comply with the restrictions and covenants in our debt agreements or the Indenture, there could be a default under the terms of these agreements or the Indenture, which could cause repayment of our debt to be accelerated. If we are unable to comply with the restrictions and covenants in the Indenture or our current or future debt obligations and other agreements, there could be a default under the terms of these agreements. In the event of a default under these agreements, the holders of the debt could terminate their commitments to lend to us, accelerate repayment of the debt and declare all amounts borrowed due and payable or terminate the agreements, as the case may be. Furthermore, some of our debt agreements, including the Indenture, contain cross-acceleration or cross-default provisions. As a result, our default under one debt agreement may cause the acceleration of repayment of debt, including the Notes, or result in a default under our other debt agreements, including the Indenture. If any of these events occur, we cannot assure you that our assets and cash flow would be sufficient to repay in full all of our indebtedness, or that we would be able to find alternative financing. Even if we could obtain alternative financing, we cannot assure you that it would be on terms that are favorable or acceptable to us. Our operations are restricted by the terms of the Notes, which could limit our ability to plan for or react to market conditions or meet our capital needs, which could increase your credit risk. The Indenture includes a number of significant restrictive covenants. These covenants restrict, among other things, our ability, and the ability of our Restricted Subsidiaries, to: •

incur or guarantee additional indebtedness and issue disqualified or preferred stock;

•

declare dividends on their capital stock or purchase or redeem capital stock;

•

make investments or other specified restricted payments; – 47 –

•

issue or sell capital stock of Restricted Subsidiaries;

•

guarantee indebtedness of Restricted Subsidiaries;

•

sell assets;

•

create liens;

•

engage in any business other than permitted business;

•

enter into sale and leaseback transactions;

•

enter into agreements that restrict the Restricted Subsidiaries’ ability to pay dividends, transfer assets or make intercompany loans;

•

enter into transactions with shareholders or affiliates; and

•

effect a consolidation, merger, restructuring or changes in shareholding in subsidiaries.

These covenants could limit our ability to plan for or react to market conditions or to meet our capital needs. Our ability to comply with these covenants may be affected by events beyond our control, and we may have to curtail some of our operations and growth plans to maintain compliance. A trading market for the Notes may not develop, and there are restrictions on resale of the Notes. The Notes are a new issue of securities for which there is currently no trading market. Although application has been made for the listing and quotation of the Notes on the Stock Exchange, we cannot assure you that we will obtain or be able to maintain a listing on the Stock Exchange, or that, if listed, a liquid trading market will develop or be sustained. We have been advised that the Initial Purchasers intend to make a market in the Notes, but the Initial Purchasers are not obligated to do so and may discontinue such market making activity at any time without notice. In addition, the Notes are being offered pursuant to exemptions from registration under the Securities Act and, as a result, you will only be able to resell your Notes in transactions that have been registered under the Securities Act or in transactions not subject to or exempt from registration under the Securities Act. See “Plan of Distribution” and “Transfer Restrictions.” The Notes may initially be sold to a small number of investors; accordingly, a liquid trading market for the Notes may not develop. In addition, one or more of the initial investors may own a significant percentage or a majority of the Notes and may therefore be able to exercise certain rights and powers on behalf of all Noteholders. The Notes may initially be sold to a small number of investors. One or a limited number of investors may purchase a significant portion of the Notes offered. Accordingly, a liquid trading market may not develop or be sustained, in which case you may not be able to resell your Notes at their fair market value or at all. In addition, one or more of the initial investors may purchase a significant percentage or a majority of the aggregate principal amount of the Notes in this – 48 –

offering. Any holder of a majority in aggregate principal amount of the Notes will have certain rights and powers under the Indenture and related documents. For example, subject to certain exceptions, the holders of a majority in aggregate principal amount of the Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it. In addition, as described in “Description of the Notes-Amendments and Waiver”, the Indenture may be amended with the consent of the holders of not less than a majority in aggregate principal amount of the outstanding Notes, and any Default or Event of Default or compliance with any provision of the Notes and the Indenture may be waived with the consent of the holders of a majority in aggregate principal amount of the Notes, subject in each case to certain exceptions. Accordingly, any investor that holds a majority in aggregate principal amount of the Notes will be able to exercise such rights and powers on behalf of all Noteholders and control the outcome of votes on such matters. In addition, any investor that holds a significant percentage of the Notes, even if less than a majority, will be able to exercise certain rights and powers and will have significant influence on matters voted on by Noteholders. For example, holders of at least 25% in aggregate principal amount of the Notes may declare the principal of, premium, if any, and accrued and unpaid interest on the Notes to be immediately due and payable if certain types of Events of Default have occurred and are continuing. Certain transactions that constitute “connected transactions” under the Listing Rules will not be subject to the “Limitation on Transactions with Shareholders and Affiliates” covenant. Our shares are listed on the Stock Exchange and we are required to comply with the Listing Rules, which provide, among other things, that any transaction between a listed company or any of its subsidiaries, on the one hand, and a “connected person” of such listed company, on the other hand, is a “connected transaction” that, if the value of such transaction exceeds the applicable de minimis thresholds, will require the prior approval of the independent shareholders of such listed company. The definition of “connected person” to a listed company includes, among others, any 10% or more shareholder of (i) such listed company or (ii) any subsidiary of such listed company. The concept of “connected person” also captures “associates,” which include, among others, (a) any subsidiary of such “connected person,” (b) any holding company of such “connected person” and any subsidiary of such holding company, and (c) any company in which such entity or entities mentioned in (a) and (b) above taken together has/have the power to exercise control, directly or indirectly, of 30% or more of the voting power of such company. The “Limitation on Transactions with Shareholders and Affiliates” covenant in the Notes only applies to transactions between the Company or any Restricted Subsidiary, on the one hand, and (a)

any holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of the Company; or

(b) any Affiliate of the Company, on the other hand. As such, transactions between the Company or any Restricted Subsidiary, on the one hand, and an Affiliate of any Restricted Subsidiary, on the other hand, will not necessarily be captured by such covenant, even though they may be connected transactions under the Listing Rules and subject to any requirements under the Listing Rules to obtain approval from independent shareholders. As a result, we are not required by the terms of the Notes to ensure that any such transactions are on terms that are fair and reasonable, and we will not need to deliver officers’ certificates or procure the delivery of fairness opinions of accounting, appraisal or investment banking firms to the trustee of the Notes for any such transactions. – 49 –

The liquidity and price of the Notes following the offering may be volatile. The price and trading volume of the Notes may be highly volatile. Factors such as variations in our revenues, earnings and cash flows and proposals for new investments, strategic alliances and/or acquisitions, interest rates, fluctuations in price for comparable companies and government regulations and changes thereof applicable to our industry and general economic conditions nationally or internationally could cause the price of the Notes to change. Any such developments may result in large and sudden changes in the trading volume and price of the Notes. We cannot assure you that these developments will not occur in the future. We will follow the applicable corporate disclosure standards for debt securities listed on the Stock Exchange, and such standards may be different from those applicable to debt securities listed in certain other countries. We will be subject to reporting obligations in respect of the Notes to be listed on the Stock Exchange. The disclosure standards imposed by the Stock Exchange may be different than those imposed by securities exchanges in other countries or regions such as the United States. As a result, the level of information that is available may not correspond to what investors in the Notes are accustomed to. The Notes will initially be held in book-entry form, and therefore you must rely on the procedures of the relevant clearing systems to exercise any rights and remedies. The Notes will initially only be issued in Global Certificate form and held through Euroclear and Clearstream. Interests in the Notes represented by the Global Certificate will trade in book entry form only, and notes in definitive registered form, or definitive registered notes, will be issued in exchange for book-entry interests only in very limited circumstances. Owners of book entry interests will not be considered owners or holders of the Notes. The nominee of the common depositary for Euroclear and Clearstream will be the sole registered holder of the Global Certificate representing the Notes. Payments of principal, interest and other amounts owing on or in respect of the Global Certificate representing the Notes will be made to the Paying Agent, which will make payments to Euroclear and Clearstream. Thereafter, these payments will be credited to accounts of participants that hold book-entry interests in the Global Certificate representing the Notes and credited by such participants to indirect participants. After payment to the nominee of the common depositary for Euroclear and Clearstream, we will have no responsibility or liability for the payment of interest, principal or other amounts to the owners of book entry interests. Accordingly, if you own a book-entry interest, you must rely on the procedures of Euroclear and Clearstream or, if you are not a participant in Euroclear and Clearstream, on the procedures of the participant through which you own your interest, to exercise any rights and obligations of Noteholders under the Indenture. Unlike the holders of the Notes themselves, owners of book-entry interests will not have the direct right to act upon our solicitations for consents, requests for waivers or other actions from Noteholders. Instead, if you own a book-entry interest, you will be permitted to act only to the extent you have received appropriate proxies to do so from Euroclear and Clearstream. The procedures implemented for the granting of such proxies may not be sufficient to enable you to vote on a timely basis. Similarly, upon the occurrence of an Event of Default under the Indenture, unless and until definitive registered notes are issued in respect of all book-entry interests, if you own a – 50 –

book-entry interest, you will be restricted to acting through Euroclear and Clearstream. The procedures to be implemented through Euroclear and Clearstream may not be adequate to ensure the timely exercise of rights under the Notes. The terms of the Notes are subject to modification and waivers which will bind all Noteholders. The Indenture under which the Notes will be issued will contain provisions which permit defined majorities to bind all Holders including Holders who voted in a manner contrary to the majority. The Indenture will also provide that the Trustee may, without the consent of Holders, agree to amendments to the Indenture to cure any ambiguity, defect or inconsistency in the Indenture or the Notes in a manner that does not materially and adversely affect the rights of any Holder, to make other changes that do not adversely affect the rights of any Holder, and to make certain other amendments as further described under “Description of the Notes — Amendment and Waiver”. The Trustee may request Noteholders to provide an indemnity, security and/or pre-funding to its satisfaction before it takes actions on behalf of the Noteholders. In certain circumstances, the Trustee may request the Noteholders to provide an indemnity, security or pre-funding to its satisfaction before it takes actions on behalf of the holders. The Trustee will not be obliged to take any such actions if not indemnified, pre-funded and/or secured to its satisfaction. Negotiating and agreeing to an indemnity, security and/or pre-funding can be a lengthy process and may delay certain actions by the Trustee on behalf of the holders. The Trustee may not be able to take actions, notwithstanding the provision of an indemnity, security or pre-funding to it, in breach of the terms of the Indenture and in such circumstances, or where there is uncertainty or dispute as to the applicable laws or regulations, to the extent permitted by the agreements and the applicable laws and regulations, it will be for the holders of the Notes to take such actions directly. RISKS RELATING TO THE SUBSIDIARY GUARANTEES AND THE JV SUBSIDIARY GUARANTEES Our initial Subsidiary Guarantors do not currently have significant operations. Although we conduct a substantial majority of our business operations through our PRC subsidiaries, none of our current PRC subsidiaries will provide a Subsidiary Guarantee either upon issuance of the Notes or at any time thereafter. No future subsidiaries that may be organised under the laws of the PRC will provide a Subsidiary Guarantee or JV Subsidiary Guarantee at any time in the future. In addition, certain of our offshore subsidiaries will not be required to guarantee the Notes if the consolidated assets of these subsidiaries do not exceed 5% of our total assets. As a result, the Notes will be effectively subordinated to all the debt and other obligations, including contingent obligations and trade payables, of the PRC subsidiaries and such other Non-Guarantor Subsidiaries. Some of the initial Subsidiary Guarantors that will guarantee the Notes do not have significant operations. We cannot assure you that the initial Subsidiary Guarantors or any subsidiaries that may become Subsidiary Guarantors or JV Subsidiary Guarantors in the future would have the funds necessary to satisfy our financial obligations under the Notes if we are unable to do so. – 51 –

The Subsidiary Guarantees or the JV Subsidiary Guarantees may be challenged under applicable insolvency or fraudulent transfer laws, which could impair the enforceability of the Subsidiary Guarantees or the JV Subsidiary Guarantees. Under bankruptcy laws, fraudulent transfer laws and insolvency laws in the British Virgin Islands and other jurisdictions where future Subsidiary Guarantors or JV Subsidiary Guarantors may be established or where insolvency proceedings may be commenced with respect to any such Subsidiary Guarantor or JV Subsidiary Guarantor, a guarantee could be voided, or claims in respect of a guarantee could be subordinated to all other debts of that guarantor if, among other things and where applicable, the guarantor, at the time it incurred the indebtedness evidenced by, or when it gives, its guarantee: (1) incurred the debt with the intent to defraud creditors (whenever the transaction took place, and irrespective of insolvency); (2) put the beneficiary of the guarantee in a position which, in the event of the guarantor’s insolvency, would be better than the position the beneficiary would have been in had the guarantee not been given; (3) received no consideration, or received consideration in money or money’s worth that is significantly less than the consideration supplied by the guarantor. In the case of (2) and (3) above, a guarantee will only be voidable if it was entered into at a time when the guarantor was insolvent, or if it became insolvent as a consequence of doing so. Insolvency in this context under the British Virgin Islands law means that the guarantor is unable to pay its debts as they fall due. Additionally, a guarantee will only be voidable if it is given within the six-month period preceding the commencement of liquidation or within the two-year period, if the guarantor and the beneficiary are connected entities. The measure of insolvency for purposes of the foregoing will vary depending on the laws of the jurisdiction which are being applied. Generally, however, a guarantor would be considered insolvent at a particular time if it were unable to pay its debts as they fell due or if the sum of its debts was then greater than all of its property at a fair valuation or if the present fair saleable value of its assets was then less than the amount that would be required to pay its probable liabilities on its existing debt as they became absolute and matured. In addition, a guarantee may be subject to review under applicable insolvency or fraudulent transfer laws in certain jurisdictions or subject to a lawsuit by or on behalf of creditors of the guarantors. In such case, the analysis set forth above would generally apply, except that the guarantee could also be subject to the claim that, since the guarantee was not incurred for the benefit of the guarantor, the obligations of the guarantor thereunder were incurred for less than reasonably equivalent value or fair consideration. In an attempt to limit the applicability of insolvency and fraudulent transfer laws in certain jurisdictions, the obligations of the Subsidiary Guarantors or the JV Subsidiary Guarantors under the Subsidiary Guarantees or the JV Subsidiary Guarantees will be limited to the maximum amount that can be guaranteed by the applicable Subsidiary Guarantor or JV Subsidiary Guarantor without rendering the guarantee, as it relates to such Subsidiary Guarantor or JV – 52 –

Subsidiary Guarantor, voidable under such applicable insolvency or fraudulent transfer laws. We cannot assure you that such limitation will be effective in preserving the enforceability of any of the Subsidiary Guarantees or the JV Subsidiary Guarantees. If a court voided a Subsidiary Guarantee or JV Subsidiary Guarantee, subordinated such guarantee to other indebtedness of the Subsidiary Guarantor or JV Subsidiary Guarantor, or held the Subsidiary Guarantee or the JV Subsidiary Guarantee unenforceable for any other reason, holders of the Notes would cease to have a claim against that Subsidiary Guarantor or the JV Subsidiary Guarantor based upon such guarantee, would be subject to the prior payment of all liabilities (including trade payables) of such Subsidiary Guarantor or JV Subsidiary Guarantor, and would solely be creditors of us and any Subsidiary Guarantor or JV Subsidiary Guarantor whose guarantee was not voided or held unenforceable. We cannot assure you that, after providing for all prior claims, there would be sufficient assets to satisfy the claims of the holders of the Notes. The Subsidiary Guarantee provided by one of the Subsidiary Guarantors is subject to approval by relevant authority in Malaysia. Pursuant to the Foreign Exchange Administration (“FEA”) as administered by the Central Bank of Malaysia, Bank Negara Malaysia (“BNM”), prior approval of BNM would be required for Singyes Engineering (M) Sdn. Bhd., a Malaysia incorporated subsidiary of the Company, to provide the Subsidiary Guarantee. As such, the Subsidiary Guarantee provided by Singyes Engineering (M) Sdn. Bhd. will not become effective until relevant approval by BNM is obtained. We cannot assure you the time period it will take to receive the approval or at all.

– 53 –

USE OF PROCEEDS The Company estimates that the net proceeds from the Offering, after deducting the commissions and other estimated expenses payable in connection with this Offering, will be approximately US$ million. The Interest Reserve Account will be funded at closing with a portion of the net proceeds from the Offering. The Company intends to use at least 70% of the net proceeds from the issue of the Notes not used to fund the Interest Reserve Account for refinancing and repayment of existing offshore indebtedness and the remaining net proceeds will be used for general corporate purposes.

– 54 –

CAPITALISATION AND INDEBTEDNESS The following table sets forth the Company’s consolidated capitalisation and indebtedness as at 30 June 2016 and as adjusted to give effect to the issue of the Notes. This table should be read in conjunction with the Company’s consolidated financial statements and the accompanying notes, which are included elsewhere in this Offering Circular. Except as otherwise disclosed in this Offering Circular, there has been no material adverse change in the Company’s consolidated capitalisation and indebtedness since 30 June 2016. As at 30 June 2016

Total borrowings — current portion Bank advances for discounted bills ... Interest-bearing bank and other loans ...............................................

Total borrowings — non-current portion Convertible bonds .............................. Senior notes ....................................... Interest-bearing bank and other loans ............................................... The Notes to be issued ......................

Actual

As adjusted

Actual

As adjusted

RMB’000

RMB’000

USD’000

USD’000

81,975

81,975

12,335

12,335

1,063,873

1,063,873

160,080

160,080

1,145,848

1,145,848

172,415

172,415

691,237 755,470

691,237 755,470

104,010 113,675

104,010 113,675

1,727,328 —

1,727,328

259,909 —

259,909

3,174,035

477,594

Total borrowings ..............................

4,319,883

650,009

Equity Issued capital ..................................... Reserves ............................................. Non-controlling interests ...................

46,443 3,660,345 92,964

46,443 3,660,345 92,964

6,988 550,768 13,988

6,988 550,768 13,988

Total equity .......................................

3,799,752

3,799,752

571,744

571,744

Total capitalisation(1) .......................

6,973,787

1,049,338

Total capitalisation and indebtedness(2) ..............................

8,119,635

1,221,753

Notes: (1)

Total capitalisation is defined to be the sum of total equity and non-current portion of total borrowings.

(2)

Total capitalisation and indebtedness is defined to be the sum of total equity and total borrowings.

– 55 –

EXCHANGE RATE INFORMATION PRC The PBOC sets and publishes daily a base exchange rate with reference primarily to the supply and demand of Renminbi against a basket of currencies in the market during the prior day. The PBOC also takes into account other factors, such as the general conditions existing in the international foreign exchange markets. Since 1994, the conversion of Renminbi into foreign currencies, including Hong Kong dollars and US dollars, has been based on rates set by the PBOC, which are set daily based on the previous day’s interbank foreign exchange market rates and current exchange rates in the world financial markets. From 1994 to 20 July 2005, the official exchange rate for the conversion of Renminbi to US dollars was generally stable. Although Chinese governmental policies were introduced in 1996 to reduce restrictions on the convertibility of Renminbi into foreign currency for current account items, conversion of Renminbi into foreign exchange for capital items, such as foreign direct investment, loans or securities, requires the approval of or the registration with the State Administration for Foreign Exchange or its local branches and other relevant authorities. On 21 July 2005, the PRC Government introduced a managed floating exchange rate system to allow the value of the Renminbi to fluctuate within a regulated band based on market supply and demand and by reference to a basket of currencies. On the same day, the value of the Renminbi appreciated by 2% against the US dollar. From 21 July 2005 to 19 November 2010, the value of the Renminbi appreciated by approximately 24.7% against the US dollar. The PRC Government has since made and in the future may make further adjustments to the exchange rate system. The PBOC authorised the China Foreign Exchange Trading Center, effective since 4 January 2006, to announce the central parity exchange rate of certain foreign currencies traded against the Renminbi at 9:15 a.m. each business day. This rate is set as the central parity for the trading against the Renminbi in the inter-bank foreign exchange spot and the over-the-counter exchange rate for that business day. On 18 May 2007, the PBOC enlarged, effective on 21 May 2007, the floating band for the trading prices in the interbank spot exchange market of Renminbi against the US dollar from 0.3% to 0.5% around the central parity rate. This allows the Renminbi to fluctuate against the US dollar by up to 0.5% above or below the central parity rate published by the PBOC. On 19 June 2010, the PBOC announced that in view of the recent economic situation and financial market developments in China and abroad, and the balance of payments situation in China, it has decided to proceed further with reform of the Renminbi exchange rate regime and to enhance the Renminbi exchange rate flexibility. In April 2012 and March 2014, the PBOC further widened the daily fluctuation band for the Renminbi to US dollar exchange rate to 1% and 2%, respectively. In August 2015, the PBOC changed the way it calculates the mid-point price of Renminbi against the US dollar, requiring the market-makers who submit for the PBOC’s reference rates to consider the previous day’s closing spot rate, foreign-exchange demand and supply as well as changes in major currency rates. This change, and other changes such as widening the trading band that may be implemented, may increase volatility in the value of the Renminbi against foreign currencies. On 11 December 2015, the China Foreign Exchange Trade System, a sub-institutional organisation of PBOC, published for the first time the CFETS Renminbi exchange rate index, which weighs the Renminbi based on 13 currencies, to guide the market in order to measure the Renminbi exchange rate from a new perspective. In December 2016, the CFETS announced that starting on 1 January 2017, the number of currencies in the CFETS currency basket will be increased to 24 from 13. The 11 currencies to be added, including the Korean won, the South African rand and the Mexican peso, will have a 21.09% weighting in the currency basket, while the U.S. dollar’s weight in the basket will be reduced to 0.224% from 0.264%. – 56 –

Renminbi per US dollar noon buying rate(1) Period

End

Low

Average(2)

High

(RMB per US$1.00) 2011 ....................................................... 2012 ....................................................... 2013 ....................................................... 2014 ....................................................... 2015 .......................................................

6.2939 6.2301 6.0537 6.2046 6.4778

6.2939 6.2221 6.0537 6.0402 6.1870

6.4475 6.2990 6.1412 6.1704 6.2869

6.6364 6.3879 6.2438 6.2591 6.4896

2016 January .............................................. February ............................................ March ................................................ April .................................................. May ................................................... June .................................................... July ..................................................... August ................................................ September ........................................... October ............................................... November .......................................... December ...........................................

6.5752 6.5525 6.4480 6.4738 6.5798 6.6459 6.7591 6.6776 6.6776 6.7735 6.8890 6.9448

6.5219 6.5154 6.4480 6.4571 6.4738 6.5590 6.6371 6.6239 6.6600 6.6685 6.7546 6.8631

6.5726 6.5501 6.5027 6.4754 6.5259 6.5892 6.7286 6.6466 6.6705 6.7350 6.8341 6.9166

6.5932 6.5795 6.5500 6.5004 6.5798 6.6481 6.7591 6.6778 6.6790 6.7819 6.9155 6.9498

2017 January (As of 27 Jan, 2017) ............

6.8768

6.8360

6.8923

6.9575

Source: Federal Reserve H.10 Statistical Release Notes: (1)

Exchange rates between Renminbi and US dollar represent the noon buying rates as set forth in the H.10 statistical release of the Federal Reserve Board.

(2)

Annual averages have been calculated from month-end rate. Monthly averages have been calculated using the average of the daily rates during the relevant period.

Hong Kong The HK dollar is freely convertible into the US dollar. Since 1983, the HK dollar has been linked to the US dollar at the rate of HK$7.80 to US$1.00. The Basic Law of Hong Kong (the “Basic Law”), which came into effect on 1 July 1997, provides that no foreign exchange control policies shall be applied in Hong Kong. The market exchange rate of the HK dollars against the US dollars continues to be determined by the forces of supply and demand in the foreign exchange market. However, against the background of the fixed rate system which applies to the issuance and withdrawal of Hong Kong currency in circulation, the market exchange rate has not deviated significantly from the level of HK$7.80 to US$1.00. The Hong Kong government has indicated its intention to maintain the link at that rate. Under the Basic Law, the HK dollars will continue to circulate and remain freely convertible. The Hong Kong government has also stated that it has no intention of imposing exchange controls in Hong Kong and that the HK dollars will remain freely convertible into other currencies, including the US dollar. However, we cannot assure you that the Hong Kong government will maintain the link at HK$7.80 to US$1.00 or at all. – 57 –

The following table sets forth the noon buying rate for US dollars in New York City for cable transfers in HK dollars as certified for customs purposes by the Federal Reserve Bank of New York for the periods indicated: Hong Kong dollar per US dollar noon buying rate Period

End

Low

Average(1)

High

(HK$ per US$1.00) 2010 ....................................................... 2011 ....................................................... 2012 ....................................................... 2013 ....................................................... 2014 ....................................................... 2015 .......................................................

7.7810 7.7663 7.7507 7.7539 7.7531 7.7507

7.7501 7.7634 7.7493 7.7503 7.7495 7.7495

7.7692 7.7793 7.7569 7.7565 7.7554 7.7519

7.8040 7.8087 7.7699 7.7654 7.7669 7.7686

2016 January .............................................. February ............................................ March ................................................ April .................................................. May ................................................... June .................................................... July ..................................................... August ................................................ September ........................................... October ............................................... November ........................................... December ...........................................

7.7876 7.7763 7.7563 7.7570 7.7689 7.7591 7.7588 7.7568 7.7555 7.7549 7.7566 7.7555

7.7505 7.7700 7.7528 7.7537 7.7582 7.7568 7.7540 7.7528 7.7534 7.7536 7.7547 7.7549

7.7812 7.7829 7.7604 7.7556 7.7635 7.7620 7.7680 7.7600 7.7564 7.7572 7.7563 7.7589

7.8270 7.7969 7.7745 7.7570 7.7689 7.7709 7.7587 7.7609 7.7585 7.7600 7.7584 7.7666

2017 January (As of 27 Jan, 2017) ............

7.7580

7.7540

7.7557

7.7580

Source: Federal Reserve H.10 Statistical Release Note: (1)

Averages are calculated by using the average of the exchange rates on the last business day of each month during the relevant year. Monthly averages or the average for a period are calculated by using the average of the daily exchange rates during the relevant month or period.

– 58 –

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF OPERATIONS You should read the following discussion and analysis of the financial condition and results of operations in conjunction with the Group’s audited consolidated financial statements and unaudited condensed consolidated interim financial statements in its published annual reports and interim reports and included elsewhere in this Offering Circular. The following discussion and analysis contain forward-looking statements that involve risks and uncertainties. The Group’s actual results and the timing of selected events could differ materially from those anticipated in these forward looking statements as a result of various factors, including those set forth under “Risk Factors” and elsewhere in this offering circular. Revenue The table below sets forth the revenue breakdown for the periods indicated: Year ended 31 December 2015

2014

RMB million

USD million

RMB million

USD million

292.9 781.5 206.1

44.1 117.6 31.0

335.7 1,076.9 258.2

50.5 162.0 38.9

1,280.5

192.7

1,670.8

251.4

0.2 1,467.5

0.0 220.8

49.7 2,014.7

7.5 303.1

1,467.7

220.8

2,064.4

310.6

Total Construction Contracts ...................

2,748.2

413.5

3,735.2

562.0

Sale of goods — Conventional materials .......................... — Renewable energy goods........................ — New material ..........................................

282.4 1,022.4 60.3

42.5 153.8 9.1

186.3 1,015.6 44.8

28.0 152.8 6.7

1,365.1 8.0

205.4 1.2

1,246.7 9.8

187.5 1.5

118.1

17.8

51.4

7.8

Tariff adjustment .........................................

4,239.4 (57.4)

637.9 (8.6)

5,043.1 (31.7)

758.8 (4.7)

Total revenue .............................................

4,182.0

629.3

5,011.4

754.1

Curtain wall and green building — Public work ............................................ — Commercial and industrial buildings ..... — High-end residential buildings ...............

Solar EPC — Public work ............................................ — Commercial and industrial buildings .....

Total sale of goods..................................... Rendering of design and other services...... Sale of electricity, including tariff adjustment................................................

– 59 –

For the six months ended 30 June 2016

2015

RMB USD RMB USD million million million million (Unaudited) (Unaudited) (Unaudited) (Unaudited) Curtain wall and green building — Public work .................................... — Commercial and industrial buildings......................................... — High-end residential buildings .......

109.8

16.5

192.4

29.0

438.4 216.5

66.0 32.6

326.8 85.3

49.2 12.8

764.7

115.1

604.5

91.0

0.9

0.1

0.2

0.03

1,262.5

190.0

1,033.4

155.5

1,263.4

190.1

1,033.6

155.5

Total Construction Contracts ...........

2,028.1

305.2

1,638.1

246.5

Sale of goods — Conventional materials .................. — Renewable energy goods................ — New material ..................................

235.8 386.5 33.1

35.5 58.1 5.0

49.9 441.1 22.5

7.5 66.4 3.4

655.4

98.6

513.5

77.3

3.6

0.5

5.1

0.8

68.6

10.4

44.7

6.7

Solar EPC — Public work .................................... — Commercial and industrial buildings.........................................

Total sale of goods............................. Rendering of design and other services ............................................ Sale of electricity, including tariff adjustment........................................

Tariff adjustment .................................

2,755.7 (37.6)

414.7 (5.7)

2,201.4 (23.8)

331.3 (3.6)

Total revenue .....................................

2,718.1

409.0

2,177.6

327.7

– 60 –

Gross profit and gross profit margin The table below sets forth the gross profit and gross profit margin for the periods indicated: Year ended 31 December 2015

Construction contracts — Curtain wall and green building ........................... — Solar EPC .......................

Sale of goods — Conventional materials ... — Renewable energy goods............................... — New materials .................

RMB million

USD million

177.0 397.1

2014 %

RMB million

USD million

%

26.6 59.8

13.8 27.1

255.5 550.3

38.4 82.8

15.3 26.7

574.1

86.4

20.9

805.8

121.2

21.6

53.0

8.0

18.8

31.3

4.7

16.8

235.4 23.7

35.4 3.6

23.0 39.3

191.6 14.5

28.8 2.2

18.9 32.4

312.1

47.0

22.9

237.4

35.7

19.0

Rendering of design and other services ................... Sale of electricity, including tariff adjustment ...............

6.5

1.0

81.3

7.5

1.1

76.5

49.1

7.4

41.6

30.0

4.5

58.4

Overall Gross Profit and Gross Profit Margin, including tariff adjustment.......................

941.8

141.8

22.2

1,080.7

162.5

21.4

– 61 –

For the six months ended 30 June 2016

Construction contracts — Curtain wall and green building ............ — Solar EPC...................

Sale of goods — Conventional materials ..................... — Renewable energy goods .......................... — New materials ............

2015

RMB million

USD million (Unaudited)

%

RMB million

USD million (Unaudited)

%

121.4 330.8

18.3 49.8

15.9 26.2

96.1 296.4

14.5 44.6

15.9 28.7

452.2

68.1

22.3

392.5

59.1

24.0

38.1

5.7

16.2

8.5

1.3

17.0

67.3 13.5

10.1 2.0

17.4 40.8

97.3 6.6

14.6 1.0

22.1 29.3

118.9

17.8

18.1

112.4

16.9

21.9

Rendering of design and other services............... Sale of electricity, including tariff adjustment....................

3.6

0.5

100

5.1

0.8

100

38.2

5.8

55.7

22.2

3.3

49.7

Overall Gross Profit and Gross Profit Margin, including tariff adjustment ........

612.9

92.2

22.2

532.2

80.1

24.2

Revenue split The table below sets forth the revenue split of different business sectors for the periods indicated: Year ended 31 December 2015

2014

RMB million

USD million

%

RMB million

USD million

%

Curtain wall and green building business1 .......... Renewable energy business2 ......................... New materials business .....

1,570.9

236.4

37.1

1,866.9

280.9

37.0

2,608.2 60.3

392.4 9.1

61.5 1.4

3,131.4 44.8

471.2 6.7

62.1 0.9

Total revenue3 ....................

4,239.4

637.9

100.0

5,043.1

758.8

100.0

– 62 –

For the six months ended 30 June 2016

2015

RMB million

USD million

%

RMB million

USD million

%

Curtain wall and green building business1 .......... Renewable energy business2 ......................... New materials business .....

1,004.1

151.1

36.4

659.5

99.3

30.0

1,718.5 33.1

258.6 5.0

62.4 1.2

1,519.4 22.5

228.6 3.4

69.0 1.0

Total Revenue3 ...................

2,755.7

414.7

100.0

2,201.4

331.3

100.0

Gross Profit split The table below sets forth the revenue split of different business sectors for the periods indicated: Year ended 31 December 2015

2014

RMB million

USD million

%

RMB million

USD million

%

Curtain wall and green building business1 .......... Renewable energy business2 ......................... New materials business .....

236.5

35.6

25.1

294.3

44.2

27.2

681.6 23.7

102.6 3.6

72.4 2.5

771.9 14.5

116.1 2.2

71.5 1.3

Gross Profit4 ......................

941.8

141.8

100.0

1,080.7

162.5

100.0

For the six months ended 30 June 2016

2015

RMB million

USD million

%

RMB million

USD million

%

Curtain wall and green building business1 .......... Renewable energy business2 ......................... New materials business .....

163.1

24.5

26.6

109.7

16.6

20.6

436.3 13.5

65.7 2.0

71.2 2.2

415.9 6.6

62.5 1.0

78.2 1.2

Gross Profit4 ......................

612.9

92.2

100.0

532.2

80.1

100.0

(Footnotes) 1. “Curtain wall and green building business” includes curtain wall and green building construction contracts sale of conventional materials and rendering of design and other services. 2. “Renewable energy business” includes Solar EPC construction contracts, sale of renewable energy goods and sale of electricity and tariff adjustment. 3. “Revenue” includes revenue and tariff adjustment. 4. “Gross profit” includes gross profit and tariff adjustment.

– 63 –

Year Ended 31 December 2015 Compared to Year Ended 31 December 2014 Revenue The Group’s revenue and tariff adjustment dropped by RMB803.7 million (US$120.9 million) or 15.9%, from RMB5,043.1 million (US$758.8 million) in 2014 to RMB4,239.4 million (US$637.9 million) in 2015. The Group’s revenue from curtain wall and green building business dropped by RMB390.3 million (US$58.7 million) or 23.4% because of the reduced building construction activities in PRC. Revenue from solar EPC decreased by RMB596.7 million (US$89.8 million) or 28.9%. Due to the significant delay in the settlement of the government subsidies and grid-curtailment policies implemented in provinces in northwest region in the PRC which limited the amount of solar power connected to the utility grid, the potential investors have been more cautious in investing in solar projects in the PRC. The Group’s solar EPC business was adversely affected by the reduction in investment in solar projects. Sale of conventional materials increased by RMB96.1 million (US$14.5 million) or 51.6%. Growth of RMB47.9 million (US$7.2 million) and RMB48.2 million (US$7.3 million) was recorded in export sales and domestic sales, respectively. To mitigate the impact from the slowdown in construction sector in the PRC, the Group shifted part of its resources from curtain wall construction business to sale business. Sale of renewable energy goods maintained at a steady level of RMB1,022.4 million (US$153.8 million) comparing to RMB1,015.6 million (US$152.8 million) in 2014. Despite the fact that the solar industry in the PRC has been facing challenges, as discussed above, demand for solar goods remained strong as the market was still growing, considering the national installation target reached 17.8GW for 2015. Revenue from the sale of new materials grew by RMB15.5 million (US$2.4 million) or 34.6%. New materials represented an electricity-conductive material called ITO and it will become transparent when electricity is connected, the Group also expanded its usage into outdoor advertising activity. Sale of electricity, together with tariff adjustment, increased by RMB66.7 million (US$10.0 million) or 129.8% to RMB118.1 million (US$17.8 million) in 2015. As at the end of 2015, the Group has 85MW of Golden Sun Pilot Projects and 122MW of ground-mounted solar farm in operation comparing to 80MW of ground-mounted solar farms and 90.8MW of roof-top solar power station under Golden Sun which the Group had as at the end of 2014. Revenue from sale of electricity was negatively impacted by the curtailment problem in the northwest part of the PRC. Gross Profit and gross profit margin Total gross profit (including electricity tariff adjustment) of the Group decreased by RMB138.9 million (US$20.7 million), from RMB1,080.7 million (US$162.5 million) in 2014 to RMB941.8 million (US$141.8 million) in 2015. Overall gross profit margin experienced a slight increase from 21.4% in 2014 to 22.2% in 2015. – 64 –

Gross profit from the Group’s curtain wall and green building business decreased from RMB255.5 million (US$38.4 million) in 2014 to RMB177.0 million (US$26.6 million) in 2015. Owing to the fact that low gross profit margins were recorded for overseas projects, gross profit margin of the Group’s curtain wall and green building business decreased from 15.3% in the year 2014 to 13.8% in the year 2015. The progress of the building construction activities in 2015 was slow but significant amount of costs were incurred and hence the gross margin in 2015 was deteriorated. Gross profit from the Group’s Solar EPC business dropped from RMB550.3 million (US$82.8 million) in 2014 to RMB397.1 million (US$59.8 million) in 2015. Gross profit margin of the Group’s Solar EPC business remained strong at 27.1% in 2015 comparing to 26.7% in 2014. Gross profit from the Group’s sale of conventional materials increased from RMB31.3 million (US$4.7 million) in 2014 to RMB53.0 million (US$8.0 million) in 2015. Gross profit margin of the Group’s sale of conventional materials increased from 16.8% in 2014 to 18.8% in 2015. For the sale of renewable energy goods, gross profit increased from RMB191.6 million (US$28.8 million) in 2014 to RMB235.4 million (US$35.4 million) in 2015. Gross profit margin improved from 18.9% in 2014 to 23.0% in 2015. The increase was due to the increase in demand on the PV products of the Group and margin improvement was because of relatively more high-end products were sold. For the new material business, gross profit increased from RMB14.5 million (US$2.2 million) in 2014 to RMB23.7 million (US$3.6 million) in 2015. Gross profit margin improved from 32.4% in 2014 to 39.3% in 2015. The increase in sale was because of the increase of product variety and the improvement in margin was mainly because of the technology improvement. For the sale of electricity, gross profit together with tariff adjustment grew from RMB30.0 million (US$4.5 million) in 2014 to RMB49.1 million (US$7.4 million) in 2015, while its gross profit margin dropped from 58.4% to 41.6%. The increase in sale was because of the increase in the amount of grid-connected solar farm of the Group comparing to the same period in 2015, at the same time, the deteriorated margin was because of the grid-curtailment and the increase in revenue could not fully offset the increase in cost upon grid connection. Other income and gains Other income and gains mainly represented deferred income released, interest income on retention money, gain on disposal of property, plant and equipment and bank interest income. Major reason for the decrease was the deferred income released in 2015 amounted to RMB77.2 million (US$11.6 million) compared to RMB155.7 million (US$23.4 million) in 2014. Apart from that, bank interest income increased because of the growth in average bank deposits balance, and interest income on retention money increased due to early collection of retention money of certain projects. Also, RMB12.3 million (US$1.9 million) of gain on disposal of solar farm was recognised during 2015 and no similar item was recorded during 2014.

– 65 –

Selling and distribution expenses Selling and distribution expenses increased by RMB19.3 million (US$2.9 million) or 21.7%. The increase in selling and distribution expense was mainly caused by the increase in staff costs, and other business related expenses. The increase in staff costs was because of the increase in salary and bonus. The levels of changes in other items were consistent with the Group’s business development. Administrative expenses Administrative expenses increased by RMB115.3 million (US$17.3 million) or 42.6%. The increase in administrative expenses was mainly driven by the impairment loss of trade receivables and goodwill, the increase in staff costs, depreciation, business tax provisions, research expense and other business related expenses. Other expenses The drop in other expenses was mainly because fair value losses and a loss in settlement of interest rate swap contracts, loss on disposal of a 25MW solar farm project, and issue expense of convertible bonds were recognised during 2014 and no similar item was recorded during 2015. Finance costs The Group’s finance costs increased by RMB79.0 million (US$11.9 million) or 33.2%. While the interests on bank and other loans and discounted bills receivables dropped by RMB19.1 million (US$2.9 million) comparing with previous year, the increase in overall finance costs was due to the interest incurred on convertible bonds and senior notes, being RMB100.6 million (US$15.1 million), comparing to RMB37.8 million (US$5.7 million) in 2014 and RMB67.3 million (US$10.1 million) comparing to RMB5.3 million (US$0.8 million) in 2014 respectively. Income tax expense Income tax expense during 2015 included RMB91.5 million (US$13.8 million) of taxation charge and RMB1.6 million (US$0.2 million) of deferred tax credited to profit or loss during the year. For 2014, it included RMB125.1 million (US$18.8 million) of taxation charge and RMB11.0 million (US$1.7 million) of deferred tax credit. The taxation charges mainly represented the income tax provision for subsidiaries inside the PRC. During the year, deferred tax credited to profit or loss of RMB1.6 million (US$0.2 million), comparing to RMB11.0 million (US$1.7 million) in 2014, was mainly due to deferred tax effect of government grants and discount in retention money. No deferred tax charges on dividend withholding tax based on 5% of the net profits in the operating subsidiaries located inside the PRC were provided for both years. Current ratio The current ratio being current assets over current liabilities, was 2.21 as at 31 December 2015 comparing to 1.58 as at 31 December 2014. – 66 –

Trade receivables/trade payables turnover days

Turnover days Trade receivables .................................................... Trade payables .........................................................

31 December 2015 Days

31 December 2014 Days

192 119

142 117

Trade and bills receivables turnover days is calculated based on the average of the beginning and ending balance of trade and bills receivables, net of impairment, for the year divided by the revenue during the year and multiplied by the number of days during the year. Trade and bills receivables turnover days at 31 December 2015 was 192 days. Trade and bills payables turnover days is calculated based on the average of the beginning and ending balance of trade and bills payables for the year divided by the cost of sales during the year. Trade and bills payables turnover days at 31 December 2015 was 119 days. Liquidity and financial resources The Group’s primary source of funding included receivables from construction contracts and material sale, as well as income from electricity sale. In order to meet the expanding plan, the Group has completed certain fund raising activities during the year. Gearing ratio, represented by consolidated net borrowings (total of bank and other loans, bank advances for discounted bills, convertible bonds and senior notes minus cash and cash equivalents and pledged deposits) to total equity at 31 December 2015 was 75.3% comparing to 48.4% at 31 December 2014. With the existing cash resources and available banking facilities obtained from its bankers, the Group has sufficient financial resources to meet its commitments and working capital requirements. Capital expenditures Capital expenditures of the Group amounted to RMB552.7 million (US$83.2 million) for 2015 comparing to RMB1,060.8 million (US$159.6 million) for 2014 and were mainly for the construction of self-invested solar farm, factory premises and plant and machinery. Borrowings and bank facilities The outstanding borrowings as at 31 December 2015 comprised bank and other loans of RMB2,582.7 million (US$388.6 million) with effective interest rates ranging from Hong Kong Inter Bank Offered Rate (“HIBOR”) + 0.95% to HIBOR + 4% for property mortgage loan and revolving loans in Hong Kong and London Inter Bank Offered Rate (“LIBOR”) + 2.75% to LIBOR + 3.75% for syndicated loan and term loans in Hong Kong. Interest rates for domestic loans inside mainland China were ranging from 4.30%-9.41%. Apart from the bank and other borrowings, the Group also issued RMB930 million of convertible bonds with coupon rate of 5% per annum, RMB560 million and HKD250 million of senior notes with coupon rate of 7.875% and 7.75% per annum respectively. All of them are unsecured. – 67 –

First Half of 2016 Compared to First Half of 2015 Revenue The Group’s revenue and tariff adjustment increased by RMB554.3 million (US$83.4 million) or 25.2%, from RMB2,201.4 million (US$331.3 million) in first half 2015 to RMB2,755.7 million (US$414.7 million) in first half 2016. The Group’s revenue from curtain wall and green building business increased by RMB160.2 million (US$24.1 million) or 26.5%. The increase in revenue was because of the recovery of economy“ in the PRC and the increase in revenue in overseas business. Revenue from Solar EPC increased by RMB229.8 million (US$34.6 million) or 22.2%. The Group completed approximately 170MW of solar EPC projects in first half 2016 comparing to completion of approximately 120MW of solar EPC projects in first half of 2015. Sale of conventional materials increased by RMB185.9 million (US$28 million) or 372.5%. The increase in conventional materials sale was because of the strong demand in domestic and the overseas market. Sale of renewable energy goods dropped by RMB54.6 million (US$8.3 million) or 12.4%. During the period, the Group spent relatively more resources in the solar EPC areas and therefore solar material sale dropped by 12.4%. The Group’s new material business involves (i) the manufacturing and sale of Indium Tin Oxium (ITO) films which can be applied for use in a variety of products including automobile navigation systems, smart phones and industry equipment; and (ii) research and development, production and sale of downstream products made using ITO film, including smart lightadjusting film and glass (which can be switched from a milky, cloudy, translucent and opaque state into a colourless and transparent state when electricity is applied to it and may be used to control the passing-through of light) and smart light-adjusting projection system (which projects visual images and/or video onto projection screens or panels which is opaque when power source is not applied to it). These products are relatively new to the PRC domestic market where market penetration is still relatively low. Revenues in the new materials business increased by 47.1% in the first half of 2016 compared to first half of 2015 due to the successful marketing strategies implemented by the Group. Sale of electricity, including tariff adjustment, increased by RMB23.9 million (US$3.7 million) or 53.5%, from RMB44.7 million (US$6.7 million) in first half 2015 to RMB68.6 million (US$10.4 million) in first half 2016. As at the end of June 2016, the Group has approximately 39.7MW of Golden Sun and 3.8MW of DG and approximately 152MW of ground-mounted solar farm in operation comparing to the end of June 2015 at which time the Group had 85MW of Golden Sun Pilot Projects and 90MW of ground-mounted solar farm in operation. Gross Profit and gross profit margin The Group’s gross profit (including tariff adjustment) increased by RMB80.7 million (US$12 million), from RMB532.2 million (US$80.1 million) in first half 2015 to RMB612.9 million (US$92.1 million) in first half 2016. The gross profit margin of the Group decreased from 24.2% in first half 2015 to 22.2% in first half 2016. – 68 –

Gross profit for curtain wall and green building business increased from RMB96.1 million (US$14.5 million) in first half 2015 to RMB121.4 million (US$18.3 million) in first half 2016. Gross profit margin for curtain wall and green building business remained stable at around 15.9%. Gross profit for Solar EPC increased from RMB296.4 million (US$44.6 million) in first half 2015 to RMB330.8 million (US$49.8 million) in first half 2016. Gross profit margin for Solar EPC remained strong at 26.2% in first half 2016 comparing to 28.7% in first half 2015. Gross profit for the sale of conventional materials increased from RMB8.5 million (US$1.3 million) in first half 2015 to RMB38.1 million (US$5.7 million) in first half 2016. The gross profit margin of conventional materials decreased from 17.0% in first half 2015 to 16.2% in first half 2016. Gross profit for renewable energy goods decreased from RMB97.3 million (US$14.6 million) in first half 2015 to RMB67.3 million (US$10.1 million) in first half 2016. The gross profit margin of renewable energy goods decreased from 22.1% in first half 2015 to 17.4% in first half 2016. Relatively more resources were allocated to the solar EPC sector and hence relatively lower revenue was recognised in product sale. The drop in margin was mainly because of the increase in material cost and drop in average selling price. Gross profit for new materials increased from RMB6.6 million (US$1.0 million) in first half 2015 to RMB13.5 million (US$2.0 million) in first half 2016. Because of the successful marketing strategies implemented by the Group, gross profit margin of new material business became higher at 40.8% comparing to 29.3% in first half 2015. Gross profit for sale of electricity, including tariff adjustment, increased from RMB22.2 million (US$3.3 million) in first half 2015 to RMB38.2 million (US$5.8 million) in first half 2016. The gross profit margin of sale of electricity increased from 49.7% in first half 2015 to 55.7% in first half 2016. The increase in sale was because of the increase in number of grid-connected solar farm of the Group, and the margin improvement was because the curtailment issue was less significant in the first half of 2016. Other income and gains Other income and gains mainly represented deferred income released, interest income on retention money and gain on selling the 50MW Golden Sun solar farms. The increase was mainly because of the gain on selling the 50MW solar farm under Golden Sun program. Selling and distribution expenses Selling and distribution expenses increased by RMB14.5 million (US$2.2 million) or 32%, the business of the Group was recovering and relatively more selling expenses were incurred for future business development. Administrative expenses Administrative expenses increased by RMB14.8 million (US$2.2 million) or 9%. The increase in administrative expenses was mainly driven by the increase in staff costs. – 69 –

Finance costs The Group’s finance costs increased by RMB37.6 million (US$5.7 million) or 25%. The increase was mainly because of the increase in bank borrowings and also because of the newly arranged finance lease during the six months ended 30 June 2016. Income tax expense Income tax expense during the six months ended 30 June 2016 included RMB72.8 million (US$11.0 million) of taxation charge and RMB2.8 million (US$0.4 million) of deferred tax charge. For the period ended 30 June 2015, it included RMB63.1 million (US$9.5 million) of taxation charge and RMB2.5 million (US$0.4 million) of deferred tax credit. The taxation charges represented the income tax provision for subsidiaries inside mainland China and Macao. During the six months ended 30 June 2016, deferred tax charge of RMB2.8 million (US$0.4 million), comparing to deferred tax credit of RMB2.5 million (US$0.4 million) for the six months ended 30 June 2015, was recognised on reversal of tax loss recognised in previous years. No deferred tax charges on dividend withholding tax based on 5% of the net profits in the operating subsidiaries located inside mainland China were provided for both periods. Current ratio The current ratio being current assets over current liabilities, was 2.04 as at 30 June 2016, comparing to 2.21 as at 31 December 2015. Trade receivables/trade payables turnover days

Turnover days Trade receivables .................................................... Trade payables .........................................................

30 June 2016 Days

31 December 2015 Days

174 104

192 119

Trade and bills receivables turnover days is calculated based on the average of the beginning and ending balances of trade and bills receivables, net of impairment, for the six months ended 30 June 2016 divided by the revenue and tariff adjustment during the six months ended 30 June 2016 and multiplied by the number of days during the six months ended 30 June 2016. Trade and bills receivables turnover days at 30 June 2016 was 174 days. Trade and bills payables turnover days, which is calculated based on the average of the beginning and ending balances of trade and bills payables for the six months ended 30 June 2016 divided by the cost of sales during the six months ended 30 June 2016 and multiplied by the number of days during the six months ended 30 June 2016, was 104 days. Liquidity and financial resources The Group’s primary source of funding included receivables from construction contracts and material sale, as well as income from electricity sale. In order to meet the expanding plan, the Group has completed certain fund raising activities during the six months ended 30 June 2016. – 70 –

The Group’s gearing ratio, represented by consolidated net borrowings (total of bank and other loans, bank advances for discounted bills, convertible bonds and senior notes minus cash and cash equivalents and pledged bank deposits) to total equity, at 30 June 2016 was 68.8%, comparing to 75.3% at 31 December 2015. Capital Expenditures Capital expenditures of the Group amounted to RMB392.8 million (US$59.1 million) for the six months ended 30 June 2016, comparing to RMB310.7 million (US$46.8 million) during six months ended 30 June 2015) and were mainly for the construction of self-invested solar system. Borrowings and Bank facilities As at 30 June 2016, the outstanding borrowings comprised bank and other loans of RMB2,791.2 million with effective interest rates ranging from Hong Kong Inter Bank Offered Rate (“HIBOR”) + 0.95% to HIBOR + 4% for property mortgage loan and revolving loans in Hong Kong and London Inter Bank Offered Rate (“LIBOR”) + 1.5% to LIBOR + 3.75% for syndicated loans and term loans in Hong Kong. Interest rates for domestic loans inside Mainland China were ranging from 3.92%-9.55%. Apart from the bank and other borrowings, the Group also had outstanding RMB924 million of convertible bonds with coupon rate of 5% per annum, RMB560 million and HKD250 million of senior notes with coupon rate of 7.875% and 7.75% per annum, respectively. All of them are unsecured. Other financial Measures We use EBITDA and EBITDA margin to provide additional information about our operating performance. EBITDA consists of our profit before tax, finance costs, depreciation, amortisation of prepaid land lease payments and amortisation of intangible assets. EBITDA margin is calculated for any period as EBITDA divided by revenue. EBITDA is not a standard measure under IFRS. As a measure of our operating performance, we believe that the most directly comparable IFRS measure to EBITDA is profit for the year/period. We use EBITDA in addition to profit for the year/period because profit for the year/period includes many accounting items associated with capital expenditures, such as depreciation, as well as non-operating items, such as finance costs. By minimising differences in capital expenditures and the associated depreciation expenses as well as reported tax positions, intangible asset amortisation and finance costs, EBITDA provides further information about our operating performance and an additional measure for comparing our operating performance with the results of other companies.

– 71 –

EBITDA For the year ended 31 December 2013

2014

For the six months ended 30 June 2015

(RMB’000) Profit before tax ....... Finance costs............ Depreciation............. Amortisation of prepaid land lease payments ...... Amortisation of intangible assets .... EBITDA .................. EBITDA margin........

2015

(USD’000)

2016

(RMB’000)

(USD’000)

626,506 110,904 64,299

698,913 237,923 110,910

447,370 316,911 134,489

67,315 47,685 20,236

283,702 152,284 62,327

401,139 189,903 75,565

60,359 28,574 11,370

2,014

2,183

2,252

339

1,007

1,126

169

797 804,520 19.4%

687 1,050,616 21.0%

1,013 902,035 21.6%

152 135,727 21.6%

328 499,648 22.9%

449 668,182 24.6%

68 100,540 24.6%

EBITDA should not be considered in isolation or construed as an alternative to cash flows, profit or any other measure of performance or as an indicator of the Group’s operating performance, liquidity, profitability or cash flows. In evaluating EBITDA, the Issuer believes that investors should consider, among other things, the components of EBITDA and the amount by which EBITDA exceeds capital expenditures and other charges. The Company has included EBITDA in this Offering Circular because it believes it is a useful supplement to cash flow data as a measure of the Group’s performance and its ability to generate cash flow from operations to service debt and pay taxes. EBITDA presented in this Offering Circular may not be comparable to similarly titled measures presented by other companies because not all companies use the same definition.

– 72 –

INDUSTRY OVERVIEW OVERVIEW OF THE PRC ECONOMY The PRC is one of the fastest growing economies in the world with its real GDP growing at a CAGR of 13.9% between 2001 and 2015. Since 2001, power generation in the PRC has grown at a rate higher than the PRC’s GDP in most years. The faster growth of power generation since 2001 has largely been driven by rapid industrialisation and also by rising residential electrical demand as per capita income increased.

Year

2001......................... 2002......................... 2003......................... 2004......................... 2005......................... 2006......................... 2007......................... 2008......................... 2009......................... 2010......................... 2011 ......................... 2012......................... 2013......................... 2014......................... 2015.........................

Nominal GDP

Real GDP growth rate over preceding year

Total electricity generation

Electricity generation growth rate over preceding year

(RMB billion)

(%)

(TWh)

(%)

10,966 12,033 13,582 15,988 18,494 21,631 26,581 31,405 34,090 40,151 47,310 51,947 56,885 63,646 67,671

8.3 9.1 10.0 10.1 11.3 12.7 14.2 9.6 9.2 10.4 9.3 7.7 7.7 7.4 6.9

1,481 1,654 1,911 2,203 2,500 2,866 3,282 3,497 3,715 4,207 4,713 4,988 5,432 5,794 5,811

9.2 11.7 15.5 15.3 13.5 14.6 14.5 6.5 6.3 13.3 12.0 5.8 8.9 6.7 0.3

Source: China National Bureau of Statistics; World Bank

– 73 –

THE PRC ELECTRICITY GENERATION INDUSTRY From 2001 to 2015, power generation in the PRC grew at a CAGR of 10.3%, comparable to the PRC’s real GDP CAGR of 13.9% over the same period. The PRC had an aggregate installed capacity of approximately 1,525GW at the end of 2015. The power consumption drop is the main reason of slowdown of electricity generation growth rate in 2015. The industrial power consumption, which takes 70.9% of total power consumption in 2015, has dropped 1.4% from 2014 to 2015. The following table sets forth data in connection with the total installed capacity and the total power generation in the PRC for the periods indicated:

Year

2001 ....................................................................................... 2002 ....................................................................................... 2003 ....................................................................................... 2004 ....................................................................................... 2005 ....................................................................................... 2006 ....................................................................................... 2007 ....................................................................................... 2008 ....................................................................................... 2009 ....................................................................................... 2010 ....................................................................................... 2011 ....................................................................................... 2012 ....................................................................................... 2013 ....................................................................................... 2014 ....................................................................................... 2015 .......................................................................................

Total installed capacity

Total electricity generation

(GW)

(TWh)

338.6 356.6 391.4 442.4 517.2 623.7 718.2 792.7 874.1 966.4 1,062.5 1,146.8 1,257.7 1,378.9 1,525.2

1,481 1,654 1,911 2,203 2,500 2,866 3,282 3,496 3,715 4,207 4,713 4,988 5,432 5,794 5,811

Source: National Energy Administration; China National Bureau of Statistics

Fuel Sources and Supply The PRC is a country rich in coal-fired resources, but with relatively limited oil and gas resources. As such, coal-fired power generation units have accounted for the majority of power generation installed capacity in the PRC. In addition to coal-fired power generation, significant new power generation projects that utilise hydroelectric, natural gas and wind as fuel sources are under development.

– 74 –

The following table sets forth total installed power generation capacity in the PRC by fuel type as at 31 December 2015. As at 31 December 2015 Installed capacity by fuel type

Percentage to total installed capacity

(GW)

(%)

Thermal(1) .............................................................................. Hydro ..................................................................................... Wind(2) ................................................................................... Solar ....................................................................................... Nuclear................................................................................... Others.....................................................................................

1,005.5 319.5 130.8 42.2 27.2 0.1

65.9 20.9 8.6 2.8 1.8 0.0

Total.......................................................................................

1,525.2

100.0

Fuel type

Notes: (1)

Thermal includes (but is not limited to) coal-fired, oil-fired and gas-fired power

(2)

Grid-connected wind power installed capacity

Source: China National Bureau of Statistics; World Bank

The PRC’s Energy and Environment Related Targets Energy scarcity and environmental deterioration are major global concerns. Due to rapid economic development, rising living standards and continuous increase in per capita energy consumption in the PRC, energy shortage has been a limiting factor for the PRC’s economic development. In order to deal with the emerging energy shortage and in response to rising environmental concerns, the PRC government set forth a number of policies in its Twelfth Five Year Plan for National Economy and Social Development in 2011 (國民經濟和社會發展第十二個五年規劃, “Twelfth Five Year Plan”), with the purpose to save energy and protect the environment. According to the Twelfth Five Year Plan for Energy Development and the Medium and Long-Term Development Plan for Renewable Energy, the Chinese government has set target to increase the percentage of non-fossil energy in total primary energy consumption from 8.6% in 2010 to 15% by 2020. In November 2009, the Chinese government announced its plan to reduce CO2 per unit of GDP by 40.0% to 45.0% from the 2005 level by 2020, which demonstrated governmental support to develop clean energies in China. According to the Twelfth Five Year Plan, the PRC plans to increase its total solar installed capacity to more than 21GW, including 10GW capacity from distributed solar PV power generation, 10GW from grid-connected solar farm generation and 1GW from solar thermal power generation. Based on the PRC’s energy plan, carbon reduction goals and industry development needs, strategic needs for solar power technology are reflected in: 1) the need to develop solar energy on a large scale; 2) the need to enhance overall competitiveness of the solar industry and optimise the solar value chain; and 3) the need to improve the regulatory system for the development of solar power. – 75 –

Power Supply and Demand The supply and demand for electricity in the PRC increases steadily over the past 5 years. The table below sets forth both the energy supply and demand and the percentage contribution of coal, crude oil, nature gas, primary electricity and other energy. Supply of primary electricity and other energy accounts for 14.5% of total energy supply in 2015, remaining the second highest energy supply, exceeding crude oil and natural gas combined. As Percentage of Total Energy Production Total Energy Production (10,000 tons of SCE)

Year

Coal

Crude Oil

Natural Gas

Primary Electricity and Other Energy

4.1 4.1 4.4 4.7 4.9

9.6 11.2 11.8 13.3 14.5

(%) 2011 ................... 2012 ................... 2013 ................... 2014 ................... 2015 ...................

340,178 351,041 358,784 361,866 362,000

77.8 76.2 75.4 73.6 72.1

8.5 8.5 8.4 8.4 8.5

As Percentage of Total Energy Consumption Total Energy Consumption (10,000 tons of SCE)

Year

Coal

Crude Oil

Natural Gas

Primary Electricity and Other Energy

4.6 4.8 5.3 5.7 5.9

8.4 9.7 10.2 11.3 12.0

(%) 2011 ................... 2012 ................... 2013 ................... 2014 ................... 2015 ...................

387,043 402,138 416,913 425,806 430,000

70.2 68.5 67.4 65.6 64.0

16.8 17.0 17.1 17.4 18.1

Installed Capacity of Power Generation The installed power capacity in the PRC remains steady increase over the past 5 years. The table below shows total installed power capacity and percentage breakdown of thermal power, hydropower, nuclear power, wind power, solar power and others. Installed solar capacity expands from 2.1 million kW in 2011 to 42 million kW in 2015, a CAGR of 111.2%, and has becomes the 4th largest installed power capacity since 2013, exceeding nuclear power and others.

Year

Installed Capacity of Power Thermal Generation Power Hydropower

Nuclear Power

Wind Power

Solar Power

Others

4,623 6,142 7,652 9,657 13,075

212 341 1,589 2,486 4,218

19 20 8 19 9

(10,000 kW) 2011 .......... 2012 .......... 2013 .......... 2014 .......... 2015 ..........

106,253 114,676 125,768 137,018 152,527

76,834 81,968 87,009 92,363 100,554

23,298 24,947 28,044 30,486 31,954

– 76 –

1,257 1,257 1,466 2,008 2,717

THE RENEWABLE POWER GENERATION INDUSTRY Renewable power generation technologies include, among others, wind, solar, mini-hydro, biomass, wave and tidal. According to “World Energy Outlook 2015” by the International Energy Agency, China’s transition to a less energy-intensive model for growth have major implications for global trends. China carries huge weight in the world of energy: it remains by a distance the world’s largest producer and consumer of coal throughout 2015; it deploys more renewable power generation capacity than any other country; and by the 2030s it is expected that the PRC will overtake the United States as the biggest consumer of oil and has a larger gas market than the European Union. China’s total energy demand in 2040 is expected to be almost double that of the United States. But structural shifts in the economy, favoring expansion of the services sector rather than heavy industry (both steel and cement production are likely to have peaked in 2014), mean that 85% less energy is required to generate each unit of future economic growth than was the case in the past 25 years. Policy choices also change the face of China’s energy system and the pace at which it expands. China is set to introduce an emissions trading scheme in 2017 covering the power sector and heavy industry, helping to curb the appetite for coal. From a mere 3% in 2005, half of China’s energy use today is already subject to mandatory efficiency standards, and continued improvements in efficiency, alongside large-scale deployment of wind, solar, hydro and nuclear power, are expected to lead to a flattening and then a peak in China’s CO2 emissions around 2030. Global Solar PV industry Solar PV technology Solar energy is one of the most rapidly growing renewable energy sources in the world today. Solar photovoltaic (“PV”) systems contain cells that convert sunlight into electricity. Inside the cells there are layers of semiconducting materials that create electric field when light shines on the PV systems. There are a number of technologies that have been developed to harness the energy of the sun. Solar PV, among existing technologies, is the most widely adopted technology in terms of installed capacity. Solar PV value chain Solar power systems generally comprise a multitude of solar modules, which are made of multiple solar cells. There are two main categories of solar cell technology entailing different production processes: •

polysilicon-based production technology; and

•

thin-film technology.

– 77 –

Crystalline silicon value chain

Segment Overview

Production/ Development Process

■ Chemicals business with large investment upfront

■ Polysilicon, using chlorosilane, is produced in chunks or granulate. Subsequently the material is reheated in crucibles

■ Relatively high technology part of the value chain, producing wafers, cells and modules, driven by achieving lowest possible manufacturing cost through high volumes

■ Polysilicon is sliced into ingots and wafers, then solar cells are manufactured from wafers ■ Solar cells are finally turned into modules via assembly line production facilities ■ The process is increasingly automated and focused on continuous quality checks

■ Effectively a distributed power development business ■ Focuses on securing permits, land/rooftops, obtaining subsidies and financing for projects ■ Consists of project development, module installation and the integration of the balance of system (including mounting racks, inverters and cabling), structured around local markets ■ Solar plant operation, maintenance and generation of energy

The manufacturing value chain of polysilicon-based photovoltaic products starts with the processing of quartz sands to produce metallurgical-grade silicon. This material is further purified to become solar grade or electronic grade virgin polysilicon feedstock. Recyclable polysilicon raw materials, which include tops and tails of discarded portions of polysilicon ingots, pot scraps and broken polysilicon wafers acquired from the solar and electronics industries, may also be used as feedstock when combined with high purity polysilicon. For multicrystalline wafers, polysilicon is cast into ingots through a crystallisation process and subsequently cut into blocks, whereas monocrystalline wafers are produced from a single seed crystal which is dipped in molten polysilicon and pulled into a cylindrical ingot. These ingot blocks, or ingots, are first squared into bricks and then sliced into wafers. Wafers are then manufactured into solar cells through a multi-step manufacturing process that entails etching, doping, coating and applying electrical contacts. Solar cells are then interconnected and packaged to form solar modules, which together with system components such as batteries and inverters, are distributed to installers, systems integrators, service providers or directly to end-users, for installation onto on-grid or off-grid systems.

– 78 –

Key growth drivers for solar PV industry There are number of key growth drivers that have contributed to the rapid growth the solar PV market: 䡲

Rising Demand for Energy and Finite Nature of Fossil Fuels. Future economic growth will lead to a rising demand of energy consumption. The finite nature of fossil fuels e.g. coal, petroleum and natural gas will eventually result in exhaustion in these energy sources. Most countries have set long-term targets of renewable energy generation to lower their dependence on traditional energy sources.

䡲

Growing Awareness of Undesirable Environmental Impact of Fossil Fuels and Concerns around Nuclear Power. The growing concern regarding impact of the use of fossil fuels and nuclear power to the environment. Energy production from renewable sources including solar, with limited greenhouse gas emission, has therefore garnered widespread support.

䡲

Governmental Commitments to Reducing Carbon Dioxide Emissions. Post Kyoto Protocol, most countries have set targets to reduce net carbon dioxide emissions of greenhouse gases, which can only be achieved via continued energy saving and diversification of energy generation into renewable sources;

䡲

Geo-political Considerations and the Perceived Need of Several Countries to Reduce Dependence on Imported Fossil Fuels. Heightened concern about energy independence is pushing countries, especially those with scarce conventional energy resources, towards diversification of electricity generation.

䡲

Increasing Government Support for Renewable Energy. A large number of countries have followed Europe and the United States in establishing incentives, subsidies and other support mechanisms e.g. feed-in-tariffs and preferential tax treatments to speed up the development of renewable energy especially solar energy.

䡲

Predictable and Infinite Energy Source. Radiation from the sun is available free of cost, in abundance and is predictable over the medium term.

䡲

Proven Technology with Rapidly Improving Performance. Solar PV is a well-established technology which has been deployed in a wide range of applications around the world for several decades. The first PV application was used to power satellites back in 1960s. The performance of solar PV systems has increased significantly since the 1990s as a result of investments by industry participants to improve the conversion efficiency, design and other performance metrics of solar panels.

– 79 –

䡲

Increasing Cost Competitiveness of Solar Energy. Continued developments by manufacturers of solar PV systems have led to steady cost reductions and performance improvements. As a result, the competitiveness of solar-generated electricity has improved significantly, especially in light of the concurrent rise in the cost of many fossil fuels.

䡲

Highly Scalable with Low Cost of Maintenance. Solar PV systems are highly scalable and can easily fit into different types of applications, from residential to commercial, industrial and utility-scale applications, whereas other renewable energy e.g. wind power could only be constructed and installed in the remote areas which are usually far from the high electricity consumption cities. On average, solar PV systems require a shorter developmentto-construction period than alternative renewable energy sources such as wind or hydropower, which may take years to complete and have bigger impact on the natural landscape. Further, limited maintenance is required for solar PV systems. Failure in the solar PV systems could generally be repaired by replacing standard PV modules, which requires far less effort than repairing components in wind turbine equipment.

Solar PV market historical deployment and outlook The solar PV market has grown substantially in recent years. According to the European Photovoltaic Industry Association (“EPIA”), the cumulative installed solar PV power capacity increased 29% year-on-year to 229GW by the end of 2015. In only 5 years, from 2010 to 2015, the total global PV capacity increased over 450% from less than 41GW to 229GW. The PRC achieved the world’s largest PV new installation with 15.15GW in 2015, giving it a total cumulative installed capacity of 43.38GW. 2000 — 2015 Worldwide PV Market Size (GW)

Source: EPIA Global Outlook For Photovoltaics 2016-2020

– 80 –

Factors affecting the solar PV market and key industry challenges The following factors are expected to continue to affect the global demand in the solar industry: 䡲

Government Incentives for Renewable Energy Sources. Governments around the world have implemented renewable energy policies and incentives to encourage the use of clean and sustainable energy sources, such as solar energy. Countries including Australia, China, Germany, Japan, Korea, Spain and the United States have offered or announced plans to offer substantial incentives in the form of direct subsidies for solar power system installations or rebates for electricity produced from solar power.

䡲

Tightening of Environmental Regulations. Solar power is capable of generating electricity without producing pollution such as gaseous or water emissions or noise during operation. Many governments around the world have adopted initiatives aimed at addressing worldwide environmental concerns and climate change risks associated with the use of fossil fuels.

䡲

Increasing Cost Competitiveness of Solar Energy. The average prices of solar cells and modules are expected to decrease over the next few years as a result of improved production technologies and manufacturers attaining economies of scale. In addition, solar power systems are also more cost-effective for use in remote rural applications, where gridconnection costs are prohibitive.

䡲

Availability of Funding for Downstream Projects. The cost and availability of funding is critical to the development of the solar PV industry. Tightening of the credit markets and the financial markets might limit the availability of capital for the financing of solar PV projects which may affect the demand of solar PV market.

Some of the key challenges faced by the solar industry include the following: 䡲

Possible Reduction or Elimination of Government Subsidies and Incentives and High Cost of Solar Power Generation. The current growth of the solar power industry substantially relies on the availability and size of government subsidies and economic incentives, such as capital cost rebates, feed-in-tariffs, tax credits, net metering and other incentives. Over the past two years, there have been significant government efforts to reduce subsidies and economic incentives in some of the European markets especially Spain and Germany. Despite the fact that subsidy reductions may affect the demand for solar PV systems, the major rationale behind is to normalise the unusually high return of the solar PV projects as a result of the rapid decline in solar PV modules prices. It is forecasted that a number of countries could potentially achieve grid parity in the next few years. Once grid parity is achieved, government subsidies can be eliminated entirely and solar energy will then become a viable long-term energy source. In addition, compared with wind power generation and some traditional forms of electricity generation, such as coal-fired power generation, the cost of solar power generation is high. Accelerating the progress of technology development is critical to reducing costs.

– 81 –

䡲

Availability of Funding for Downstream Projects. The cost and availability of funding is critical to the development of the solar PV industry. Tightening of the he credit markets and the financial markets had a significantly impact on the renewable industry during financial crisis. Nevertheless, market conditions have gradually improved recently as governments, banks and investors have been making capital available for new solar PV projects.

䡲

Price drop of solar products. The price of solar products has declined significantly in recent years. Solar product prices have dropped sharply in 2016, and may drop further in 2017 and 2018 due to potential demand decline after previous installation rush. The price drop will encourage solar panel installations, but will also lead to low profit of the solar industry.

Solar Power Industry in the PRC The PRC government has adopted several preferential policies to encourage the development of the solar power industry. In August 2007, the NDRC issued its Medium and Long-Term Development Plan for Renewable Energy (《可再生能源中長期發展規劃》). This plan sets out the targets for renewable energy up to 2020, with a 15% contribution to total energy consumption by 2020. Given the support from favourable government policies, the solar power industry in the PRC has grown rapidly in recent years. According to EPIA, at the end of 2015, China ranked as the world’s largest solar market measured in cumulative installed capacity, accounting for approximately 19% of the global cumulative installed solar capacity of 229.3GW. The following table sets out China’s annual installed solar PV capacity for the periods indicated in China: Total installed capacity

Year

(MW) 2001 ................................................................................................................... 2002 ................................................................................................................... 2003 ................................................................................................................... 2004 ................................................................................................................... 2005 ................................................................................................................... 2006 ................................................................................................................... 2007 ................................................................................................................... 2008 ................................................................................................................... 2009 ................................................................................................................... 2010 ................................................................................................................... 2011 ................................................................................................................... 2012 ................................................................................................................... 2013 ................................................................................................................... 2014 ................................................................................................................... 2015 ................................................................................................................... Source: EPIA Global Outlook For Photovoltaics 2016-2020

– 82 –

24 42 52 62 70 80 100 140 300 800 3,300 6,800 18,600 29,200 43,500

According to the “Outline of the 13th Five-Year Plan for Economic and Social Development of the PRC (《中華人民共和國國民經濟和社會發展第十三個五年規劃綱要》)” published on 17 March 2016, the PRC government is committed to optimising and upgrading the energy structure during the 13th Five-Year-Plan period, which means to increase the share of renewables in primary energy use. This policy will benefit the development of renewable energy industries, such as solar power, wind power and bioenergy. According to the “‘13th Five-Year Plan’ for Renewable Energy Development (《可再生能源發 展“十三五”規劃》)” and the “‘13th Five-Year-Plan’ on Energy Development (《能源發展“十三 五”規劃》)” published by the NEA on 10 December 2016 and 26 December 2016, respectively, the PRC government specified the objectives for the solar power industry. According to the plan, by the end of 2020, the PRC solar power installed capacity should reach above 110GW, with solar power generation capabilities reaching international standards.

– 83 –

CORPORATE STRUCTURE As of the date of this Offering Circular, the corporate structure of the Group is as follows:— Strong Eagle Holdings Ltd (incorporated in BVI) 36.67% China Singyes Solar Technologies Holdings Limited 中國興業太陽能技術控股有限公司 (incorporated in Bermuda)

100%

Top Access Management Limited (incorporated in BVI)

100% 100%

100%

China Singyes New Materials Holdings Limited (incorporated in Bermuda)

Singyes Green Investment (HK) Company Limited (incorporated in HK)

100%

Singyes Engineering (H.K.) Company Limited (incorporated in HK)

96%

4%

100%

Offshore

100%

Basic Force Group Limited (incorporated in BVI)

100%

100% Singyes Green Energy Investments Limited (incorporated in HK) 100%

100%

40% 25%

Zhuhai Singyes Green Building Technology Co., Ltd. 珠海興業綠色建築 科技有限公司

85.7%

Zhuhai Singyes Renewable Energy Technology Co., Ltd. 珠海興業新能源 科技有限公司

60%

100%

100%

Singyes Green Electricity (II) Investments Limited (incorporated in HK)

Singyes Green Electricity Investments Limited (incorporated in HK)

Singyes Green Building Technology Pte. Ltd. (incorporated in Singapore)

75%

Zhuhai Singyes Energy-saving Technology Co., Ltd 珠海興業節能 科技有限公司

Singyes Renewable Energy Technology Nigeria Ltd (incorporated in Nigeria)

100%

100% Singyes Green Material Investment (HK) Company Limited (incorporated in HK)

100%

Singyes Green Energy Technologies (HK) Limited (incorporated in HK)

Singyes Engineering (M) Sdn. Bhd. (incorporated in Malaysia)

Singyes MRW Joint Venture Company Limited (incorporated in HK)

Zhuhai Singyes Applicable Materials Technology Company Limited 珠海興業應用材料 科技有限公司

100% Singyes Green Energy Holdings Limited (incorporated in Bermuda)

100%

99.9998%

Macao Singyes Renewable Energy Technology Co., Ltd. (incorporated in Macao)

Singyes New Materials (H.K.) Company Limited (incorporated in HK)

Kibou Limited (incorporated in Samoa)

100% Conte Limited (incorporated in Samoa)

90.1%

Onshore

SunTreasure Group Corp. (incorporated in Samoa)

Singyes Green Electricity (III) Investments Limited (incorporated in HK)

100% Yantai Singyes Solar Energy Technology Co., Ltd 煙台興業太陽能 科技有限公司

Hunan Singyes Green Energy Co., Ltd 湖南興業綠色能源 股份有限公司

100%

Unrestricted Subsidiaries under the Notes

– 84 –

100%

100%

100%

Zhuhai Changhua Renewable Energy 珠海昌華新能源

100%

Meixian Singyes Green Energy 眉縣新葉綠能

100%

100%

20%

80% 20%

80%

Suixi Singyes Electricity 遂溪欣業電力

80%

Yangjiang Huayu Green Energy 陽江華宇綠能

20%

Subsidiary Guarantors under the Notes

100%

Shanghai Haofeng Green Energy 上高浩豐綠能 100%

Hunan Chiyang Renewable Energy Technology Company Limited 湖南赤陽新能源 科技有限公司

Xiangtan Jinrun Renewable Energy 湘潭金潤新能源

100%

Changde Xingrun Zhongyun Renewable Energy 常德星潤中運新能源

100%

100%

Zhuhai Changxing Renewable Energy 珠海昌興新能源

Shijiazhuang Huajing 石家莊華京

100%

Hengyang Jinfeng Renewable Energy 衡陽金豐新能源

Shangrila Xinglan 香格里拉興藍

100%

50% 51%

100%

Hunan Chiyang Renewable Energy 湖南赤陽新能源

Yunnan Xinglan 雲南興藍

100%

Guangxi Wuxuan Xinye Renewable Energy 廣西武宣欣業新能源

Foshan Changjing Renewable Energy 佛山市昌晶新能源

100%

100%

Delingha Green Energy 德令哈綠能

50%

100%

Guangxi Wuxuan Singyes Renewable Energy 廣西武宣興業新能源

100%

Yangchun Nanhe Green Energy 陽春市南河綠色能源

100%

100% Yulin Yuyang Singyes Green Energy 榆林榆陽新葉綠能

100%

Datong Singyes Green Energy 大同興業綠能

Xingtai Xingqiao Energy 邢台興喬能源

100%

Wuhu Xingda Renewable Energy Technology Company Limited 蕪湖興達新能源 科技有限公司

Yangjiang Huazhi Green Energy 陽江華智綠能

100%

9.2%

Xunhua Singyes Green Energy 循化興業綠能

25%

Hunan Singyes Solar Energy Technology Co., Ltd 湖南興業太陽能 科技有限公司

Lianyuan Singyes Eco-agriculture Technology Co., Ltd 漣源興業生態農業 科技有限公司

Cixian Singyes Renewable Energy 磁縣興業新能源

100%

Foshan Chongsheng Renewable Energy 佛山市崇勝新能源

100%

Foshan Tianhu Renewable Energy 佛山市天互新能源

100%

100%

Gansu Singyes 甘肅興業

100%

Xinjiang Singyes Renewable Energy 新疆興業新能源

Tunchang Singyes Green Energy 屯昌鑫業綠能

100%

Foshan Ruibu Renewable Energy 佛山市銳步新能源

Tiemenguan Singyes 鐵門關興業

100%

100%

Zhuhai Singyes Eco-agriculture Technology Co., Ltd 珠海興業生態農業 科技有限公司

Inner Mongolia Hengtianxing 內蒙古恒天興

Huize Huaxin Green Energy 會澤華信綠能

Shanggaoxian Antong Green Energy 上高縣安通綠能

Anren Huajing Green Energy 安仁華京綠能

10% 90% 10% 90% 10% 90%

100%

Guangzhou Dajixin Renewable Energy 廣州達紀欣新能源

Wuwei Dongrun Solar Energy 武威東潤太陽能

100% Jiangmen Xinyuying Renewable Energy 江門信育英新能源

Zhuhai Lijin Renewable Energy 珠海力進新能源

100%

100%

Jiangmen Hongxintai Renewable Energy 江門鴻鑫泰新能源

Yangjiang Xinye 陽江鑫業

100%

75%

Gansu Singyes Solar Energy Technology Co., Ltd 甘肅興業太陽能 科技有限公司

100%

100%

100%

100%

Tianjin Singyes Renewable Energy Technology Co., Ltd. 天津興業新能源 有限公司

Anqing Xingfa Renewable Energy 安慶興發新能源

Hunan Singyes Solar Energy Power Co., Ltd 湖南興業太陽能 電力有限公司

Dongying Singyes Solar Energy 東營興業太陽能

100%

Shiyan Saineng Renewable Energy 十堰賽能新能源

Zhuhai Yongda Renewable Energy 珠海永達新能源

Huize Huahai Energy-saving 會澤華海節能

Luoping Huahai Energy-saving 羅平華海節能

Shanggaoxian Hua’an Green Energy 上高縣華安綠能源

Anrenxian Hua’an Renewable Energy Technology 安仁縣華安新能源科技

Zhuhai Singyes Power 珠海鑫業電力

Xiaoyi Jingming Energy Technology 孝義市京明能源科技

100%

BUSINESS Overview The Group was established in 1995 and is now one of the largest curtain wall installation and solar EPC companies in China. It engages in the design, procurement and installation of curtain wall and solar projects. Apart from government projects, the Company is also involved in commercial buildings and residential buildings projects. The Company is a downstream solar player listed on the Stock Exchange and had a total market capitalisation of HK$3.1 billion as at 31 December 2016. For the year ended 31 December 2015, the Group recorded a total revenue of RMB4.2 billion and a net profit of RMB357.4 million. Total assets as at 31 December 2015 was RMB9.7 billion. For the six months ended 30 June 2016, the Group recorded a total revenue of RMB2.7 billion and a net profit of RMB325.5 million. Total assets as at 30 June 2016 were RMB10.4 billion. The Company was incorporated in Bermuda under the Companies Act 1981 of Bermuda as an exempted company with limited liability on 24 October 2003 under the name “China Singyes Holding Limited”. On 28 May 2008, it changed its name to China Singyes Green Building Engineering Limited” and on 15 August 2008, it further changed its name to China Singyes Solar Technologies Holdings Limited. The Company was listed on the Stock Exchange on 13 January 2009 with stock code 750. As at 31 December 2016, the Company had an authorised share capital of US$12,000,000, consisting of 1,200,000,000 ordinary shares of US$0.01 each, and an issued and fully paid up share capital of US$8,340,731.95, consisting of 834,073,195 ordinary shares of US$0.01 each. Founded in 1995 and headquartered in Zhuhai, PRC, the Company began as a construction and engineering firm specialising in curtain wall and rooftop projects and has entered into the renewable energy industry with a focus on the downstream solar EPC market in 2007.

– 85 –

Business lines of the Group

The Group

62.4% of the revenue1 of the first half of 2016 (“1H2016”)

Renewable energy business

Solar EPC2

Renewable energy goods3

36.4% of the revenue of 1H2016

Curtain wall and green building business

1.2% of the revenue of 1H2016

New material business

Manufacturing and sale of “ITO” film and development and production of downstream smart light-adjusting products using new material “ITO”4

Sale of electricity

Curtain wall projects and material supply

Rendering of design and other services

(Footnotes) 1 The “revenue” stands for the revenue and the tariff adjustment

4 In 2011, the Company started the Indium Tin Oxide (“ITO”) business for the development of high-end curtain walls using new and energy-efficient materials. ITO is an electricity-conductive material and it will become transparent when electricity is connected. The new materials include ITO film and ITO embedded glass, while the transparency of ITO embedded glass is adjustable by switching the power. The Company has proposed the spin-off and the separate listing of the new material business on the Growth Enterprise Market of the Stock Exchange

2 “Solar EPC” stands for the design and installation of the building integrated Photovoltaic (“BIPV”) systems, rooftop solar systems and ground mounted solar systems 3 Renewable energy goods include photovoltaic modules and solar thermal products

Key Strengths and Competitive Advantages Pioneer and leading player in PRC downstream solar industry The Group is an early mover in China’s solar EPC market. The Group started R&D on the solar industry as early as 2004 and entered the PRC solar EPC market in 2007. It mainly focused on Golden Sun projects and BIPV in early years and recently diversified its business to the ground-mounted solar farm and distributed solar areas. The Group completed a number of sizable self-developed ground-mounted solar farm and solar farm EPC projects including a 50MW ground-mounted solar power station in Wu Wei city in Gansu province, the photovoltaic agricultural general demonstration project in Yangjiang city in Guangdong province and the distributed solar power station of Hunan Changzhutan Two Types Society Demonstration Zone. As at 30 June 2016, the Group completed over 2GW of solar projects (including ground-mounted solar farms, distributed solar, BIPV and Golden Sun projects).

– 86 –

In recent years, the installation costs of solar farms is on a decline trend as solar module prices continue to drop which outpaces the overall solar on-grid tariff costs. Lower investment costs is expected to bring about higher return for solar farm operators and incentivize higher investment demand for solar. Although the grid-curtailment issue has adversely affected the investor’s eagerness to invest in solar power industry, there are signs showing relief of the grid curtailment issue on the back of China’s protective utilisation hours policies. In May 2016, the NDRC has published the policy of utilisation protection hours which stated that if a solar project’s utilisation falls below the guaranteed hours, the shortfall would be compensated by the grid in the full amounts. The new policy applies to a number of provinces including Xinjiang and Gansu. The Group differentiates itself from other competitors in downstream solar industry by its experience in the solar EPC and curtain wall businesses. These are competitive edges that take time to replicate, and the Group believes this should help it to sustain margins in the intensifying solar EPC market. In the past decade, the Group has accumulated experience in different ends of solar EPC business including construction, protection against adverse weather, end-user training and problem solving. Growing PRC solar market supported by favorable government policies The Group is well positioned to benefit from the multi-year growth cycle in the PRC. The PRC is still at the early stages of its cycle in rolling out solar power strategy and secular growth is expected over the next five years. Solar EPC contractors and developers are well positioned to benefit from this mainly due to their visible order backlog, healthy margin/returns and strong cash flow generation ability. In September 2014, the State Council approved the NDRC proposal to increase the contribution on non-fossil fuel sources to 15% of the primary energy consumption by 2020 (from 9.8% in 2013). The State Council, the NEA and NDRC also issued several notices in 2013-14, setting targets for photovoltaic (PV) power operations in the PRC. Firms with exposure to downstream EPC, such as the Group, should benefit from the increase in domestic solar capacity. Ongoing policy support from both central and municipal governments is expected to drive the development of the domestic solar market and benefit the Group accordingly. In September 2016, the MOF, NDRC and NEA jointly issued the 6th batch of renewable energy tariff subsidy catalogue. The subsidy catalogue covered renewable energy projects connected to the grid during September 2013 and February 2015. 80MW out of 110MW of our currently grid-connected solar farm in north-western part China were included in the subsidy catalogue. The inclusion of our solar farms in the 6th batch of renewable energy tariff subsidy catalogue will improve our solar farm’s cash flow. On the financing side, given the highly leveraged financing structure of solar projects, the PRC’s loosening monetary policy and declining benchmark interest rate has helped to bring down the borrowing costs of solar farms.

– 87 –

Well-established, complementary business model and well diversified business portfolio The Group benefits from having a unique and complementary business model relative to other peers and enjoys significant synergies created from different business lines. The curtain wall and green building business which has been developed for years established extensive customer network for solar EPC and other business of the Group. The knowledge base derived from the Group’s presence in the solar EPC market also gives the Group an advantage in the distributed generation market. The curtain wall and green building business has steady growth and stable margins and hence helps diversify and protect against any policy driven volatility in the solar EPC business. Expansive geographical coverage across China The Group has well-established selling office network across mainland China which allows the Group to cover nearly all the major provinces and cities in mainland China. Due to the Group’s long history in the curtain wall construction industry, it has developed trusting relationships with suppliers and customers in all major provinces and cities in mainland China. The trusting relationships have given the Group an edge in purchasing materials and selling its products. Solid operational track record with strong R&D capabilities The Group believes that its R&D efforts will enhance its technical expertise and give it an advantage over its competitors. As such, the Group places a strong emphasis on its R&D activities. Innovative R&D efforts have been made in line with the Group’s strategies, renewable energy and new material product businesses of the Group. By means of lateral cooperation and participation in formulation of standards and codes, the Group has had a positive impact on the direction of the domestic Solar EPC industry. In 2014, the Group has established Joint Research Center on Distributed Energy Resources and Micro-grids with Beijing University of Civil Engineering and Architecture. At the same time, based on its technical expertise in the green building sector, the Group has become a member of the U.S. Green Building Council. In 2015, the Group has obtained its first invention patent of photovoltaic application. The Group, as the chief editor, has helped set up the “general technical requirements for recovery and reuse of photovoltaic modules” in 2015. In the same year, the Group has obtained Photovoltaic and Photothermal Composite Technology invention patent in the U.S.

– 88 –

Experienced and stable management team The Group has assembled a highly talented group of management personnel with extensive experience and an in-depth understanding of the PRC electricity generation industry. All the executive Directors (namely Mr. Liu Hongwei, Mr. Sun Jinli and Mr. Xie Wen) joined the Group since 1995. Mr. Liu Hongwei, the chairman and an executive Director, has more than 12 years’ experience in the glass manufacturing sector and more than 16 years’ experience in the curtain wall engineering sector, whereas Mr. Sun Jinli, the deputy chairman and an executive Director, has more than nine years’ experience in the glass manufacturing sector and more than 16 years’ experience in the curtain wall engineering sector. Mr. Xie Wen also has more than 16 years’ experience in curtain wall engineering sector. The Group believes that its management team has the experience and vision to implement the appropriate strategy in order to facilitate the Group’s future growth. Business Strategies Leverage on extensive networks across China from curtain wall and green building business The Group has an extensive distribution network to secure business for both its curtain wall and green building business and Solar EPC projects. This is difficult to be replicated by upstream players of the solar value chain. The Group also has offices overseas for overseas business opportunities. Focus on high-margin building projects The Group has an established track record in curtain wall engineering projects. In the past few years, the Group has benefited from China’s fast growth in infrastructure investment and government’s supporting program on green buildings and has strengthened its presence in commercial and industrial curtail wall area at the same time. The Group expects its extensive experience in Solar EPC projects to create synergies for it to gain total solution orders for commercial buildings. As the curtain wall industry is quite well-established and competitive, the Group expects to continue to have moderate growth from the division and strategically shift the focus to high-end curtain wall areas to explore new business opportunity. Increasing focus on solar EPC business The Group entered the solar EPC market in China in 2007, due largely to the strong support by the Golden Sun Program. In 2013, the NDRC issued the Notice on Promoting the Healthy Development of the Solar PV Industry through the Price Leveraging Effect which provided feed-in tariff rate for solar PV projects in different parts of the PRC. The FIT program is a relatively more investment-driven program and the purpose of the FIT is to give a stable Internal Rate of Returns (“IRR”) to investors. After the launch of the FIT program, the Group also explores new opportunities in groundmounted solar farm areas. To minimise the risk of grid curtailment where power grids do not purchase all the energy generated and to ensure the on-time receiving of government’s subsidy, the Group has put its focus on projects in developed provinces, especially in Guangdong province. – 89 –

In the long run, the Group aspires and strives to grow into an enterprise with a focus on renewable energy businesses. The Group expects to actively capture opportunities arising from national policies in order to develop its solar EPC, renewable energy goods and curtain wall businesses, enhance R&D activities on products and technologies and aggressively foster strategic partnerships with upstream suppliers and downstream distributors and wholesalers. Further expansion into solar power generation The Group has been developing (to invest and to build) its own solar power plant projects and as at 30 June 2016, the Group owned around 397.9MW of solar power facilities, of which approximately 195.5MW are grid-connected and the remaining 202.4 are awaiting for grid connection or under construction. The Group can either sell the completed projects to third party investors or hold them for recurring electricity income. In June 2016, the Group sold approximately 50MW of solar projects to a third party. The post-tax gain on selling these 50MW projects was RMB144 million. In September 2016, the Group entered into another sale and purchase agreement with a third party to sell 81% interest of a 100MW solar farm located in north-western part of mainland China. The transaction is currently expected to complete by first half of 2017. Continued focus on R&D to develop higher margin, higher value-added products The Group believes that one of the key elements for the Group’s recent success has been its commitment to, and continuous investment in, R&D to produce more technologically advanced, higher-margin and higher value-added products. The Group believes that sustaining the Group’s market leadership and reputation for quality and innovation will require ongoing investments in product development, and we expect the Group to continue to invest in R&D in order to meet the evolving needs of its customers and potential customers for high quality products. Leverage on track record to expand footprints in Asia Currently, operations in the PRC contribute more than 90% of the Group’s sales and revenues. The Group began to conduct business outside mainland China in June 2007 through an overseas business department of Zhuhai Singyes established in February 2007. To date, the Group has a presence in Hong Kong, Macao and other Southeast Asian countries. The revenue contribution from the overseas markets to the Group has been increasing in the past few years. The total revenue from overseas market increased from RMB66.6 million for the six months ended 30 June 2015 to RMB189.1 million for the six months ended 30 June 2016. The Group has secured some sizable orders in Hong Kong, Macao and Malaysia and management aims to further expand into other overseas markets as and when opportunities arise.

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History and Key Milestones In August 1995, Zhuhai Singyes, the Group’s key operating subsidiary, was established as a limited liability company in the PRC, operating its business in the industry of design, fabrication and installation of glass curtain walls. Its entire equity interest was acquired by Mr. Liu Hongwei and certain members of the Group’s senior management in March 2000. Zhuhai Singyes was awarded the certificate of Level 1 Contracting for Construction of Curtain Wall Projects and certification of Class A Project Design for Curtain Wall Projects by the PRC Ministry of Construction in April 2002 and February 2003 respectively. In October 2003, the Company was incorporated under the laws of Bermuda as an exempted company with limited liability. In May 2006, Zhuhai Singyes was awarded the Certificate of High-Tech Enterprise by the Guangdong Province Science and Technology Bureau. In recent years, the Group has diversified its business and has engaged in the design and manufacturing of solar-power products and solar EPC projects. In July 2006, the Group entered into a cooperation agreement with Weihai China in the research and development of the production of thin film a-Si PV panels and CIGS PV panels. In November 2006, Zhuhai Singyes was named one of the national top 50 enterprises in the curtain wall industry by the China Building Decoration Association. Singyes Renewable Energy was established as a limited liability company in the PRC in October 2007. During the same month, the Group completed its first BIPV project in Beijing, i.e. the National Olympic Sports Centre Stadium project. The Group’s BIPV system was awarded the Certificate of Science and Technological Achievement by the Guangdong Province Science and Technology Bureau and recognised as one that is advanced in the PRC. Our shares were listed on the Main Board of The Stock Exchange of Hong Kong Limited in 2009. In 2010, the Group successfully ran the MW Smart Micro-Grid and was certified as the first national demonstration enterprise of BIPV application. In 2012, Singyes solar new industry park in Zhuhai was put in operation. In 2014, the Group undertook the overseas public infrastructure project — Curtain Wall Project of Hong Kong Passenger Clearance Building, Hong Kong-Zhuhai-Macao Bridge. Recent Development On 24 June 2016, the Company issued 139,012,199 rights shares on the basis of one rights share for every five existing shares held on 23 June 2016, at the subscription price of HK$2.6 each per rights share. The net proceeds from such rights issue, after deduction of expenses, amounted to approximately HK$354.34 million. The Company intends to use the net proceeds from this issue for refinancing its credit and/or banking facilities, financing its existing development projects, and using as general working capital. On 4 September 2016, the Company announced that it had entered into a sale and purchase agreement with Excel Deal Investment Limited, pursuant to which the Company agreed to sell and Excel Deal Investment Limited agreed to purchase, collectively, (i) 81% of the equity interest of Xinjiang Singyes Renewable Energy Company Limited, and (ii) 81% of the equity interest of Wuwei Dongrun Solar Energy Development Company Limited, at a consideration of HK$861,000,000. The Company intends to use the proceeds from such transaction as general working capital and future business development expenses.

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On 15 September 2016, the Company announced that Singyes New Materials Holdings Limited, an approximately 90.1%-owned subsidiary of the Company, submitted a listing application form to The Stock Exchange of Hong Kong Limited to apply for the listing, and permission to deal in, its shares on the Growth Enterprise Market of the Stock Exchange (GEM). Upon completion of the spin-off, Singyes New Materials will remain as a subsidiary of the Company. On 21 November 2016, the Company announced that the Group newly obtained 53MW of solar poverty alleviation projects, mainly located in Hunan, Hubei and Zhejiang province; and approximately 60MW of distributed power projects, mainly located in Guangdong, Hunan and Jiangxi province. Total new solar EPC projects were approximately 113MW. These projects are expected to be completed by the end of June 2017. In addition, the Group also secured a green building curtain wall project in Beijing new airport for a contract sum of approximately RMB116 million, this project is expected to be completed by the end of December 2017. On 21 December 2016, the Company announced that the Group has won the tender for the design, execution and completion of the works (the “One-Belt-One-Road Project”) under a design, build and operate contract (the “One-Belt-One-Road Contract”) granted by Uzbekenergo regarding a 100 megawatt solar farm in the Samarkand Province of the Republic of Uzbekistan. The total sum of the One-Belt-One-Road Contract is approximately US$147 million. Uzbekenergo is a state-owned company of the Republic of Uzbekistan and being the investor of the One-Belt-One-Road Project. The One-Belt-One-Road Project is mainly financed by Asian Development Bank. The One-Belt-One-Road Contract shows that the Group’s capabilities in the field of solar engineering, procurement and construction meet the international standards required by Uzbekenergo. This also reinforces the Group’s strategy to follow the “One-Belt-One-Road” initiative as announced by the Chinese Government. The Company expects the transaction to provide positive revenue growth to the Group. The Renewable Energy Business The Renewable energy business, with Solar EPC at its core, accounts for 62.4% of the Group’s overall revenue for the six months ended 30 June 2016. In addition to the Solar EPC segment, the Group is also engaged in the manufacturing and sale of renewable energy goods, including photovoltaic modules and solar thermal products. It has also been engaged in the construction and operation of solar power plants. The Group has made significant progress in the solar thermal business and has secured its foothold in the highly competitive solar thermal market despite its late involvement in the sector. Owning to the adjustment of strategic targets, the Group’s solar thermal operation has undergone a change in focus from technical service to product sales, which were strengthened by activities such as sales network development, partner identification, product quality improvement and technical service capacity upgrading. At the Group’s Zhuhai headquarters, the R&D Building, a part of US-China Clean Energy Research Center’s joint research project on building efficiency, uses an array of energy efficiency technologies in an integrated manner in an attempt to develop the operation and appraisal system for green buildings. The building is designed in compliance with LEED NC platinum standard so as to create an example of minimal energy consumption. – 92 –

A.

Solar EPC Business The Group’s Solar EPC business comprises the design and installation of the BIPV system, rooftop solar system and ground mounted solar system. Generally, photovoltaic (“PV”) power stations can be classified into ground-mounted PV stations and distributed PV stations, depending on the ways they are applied and the transmission distance between the stations and the users. Distributed PV power generation particularly refers to a distributed power generating system which adopts PV modules to directly convert solar power into electricity. Currently, the distributed PV power generation system is often installed on the rooftops of buildings, i.e. rooftop solar system. Rooftop solar systems are small compared to ground-mounted PV stations in terms of power generation capacities. The PV system is composed of PV arrays, charge and discharge controller, inverter, AC power distribution cabinets, solar tracking control system, etc. The flow of the operation procedures for the Group’s solar EPC business in general is illustrated below: System design

Procurement of materials and components

Assembly of modules

Delivery and on-site installation

Inspection and system testing

Upon confirmation of engagement by the Group’s customer, its design department will liaise with its customer to understand its specific requirements and specifications. The Group’s design department will be involved in the system design in respect of, among others, electricity circuit, power efficiency and installation supporting rack. The agreed design between the Group’s customers and its design department will then be passed to its technical department and its procurement department. The former will determine the quantities of specific materials and components required whereas the latter will procure the same from qualified suppliers. In general, the Group sources materials including PV panels, batteries and inverters. Materials and components for the solar-power system are processed in accordance with the design specifications by means of cutting and moulding at the Group’s fabrication plant at Zhuhai, and are then assembled into modules. Quality inspection is conducted with reference to standards of ISO9001:2000 prior to delivery to the Group’s clients’ sites. These modules are then delivered to the Group’s clients’ sites for installation together with associated electrical equipment. – 93 –

Upon completion of such system installation, the Group carries out inspection and system testing at its customers’ sites to ensure proper installation and smooth operation of the Group’s solar-power systems. The Group’s customers, together with their professional advisors, conduct final inspection to ensure the quality of its solar-power systems and its overall compliance with the contract specifications. The Group’s ground-mounted EPC orders are sourced in three different ways: (i)

Initiating by securing yearly quotas: The Group gets solar project quotas from local governments, and then it searches for potential investors for these projects.

(ii) Initiating by getting client orders: The Group negotiates with potential investors, and once orders are secured it helps the clients obtain all required approvals and quotas from local governments and the grids. (iii) Pure EPC orders: In this case, investors have already obtained project quotas from local governments, and they engage the Group to provide EPC services to them. BIPV is the use of PV systems as one of the construction materials for buildings, i.e. built or constructed along with a building object and planned together with the design of a building object. In such cases, PV materials convert sunlight into useful electricity, as well as act as building materials. It allows electricity generated from solar panels to be connected to the building’s power grid and also allows the electricity generated to be consumed simultaneously. PV modules serve the functions of a substitute to conventional building envelope materials and a power generator. By avoiding the cost of conventional materials, the incremental cost of PV is reduced. Thus, BIPV systems often have lower overall costs than PV systems, which require separate, dedicated and mounting systems. The BIPV technology can be applied in areas such as building facades, sky lights, PV roofing and canopies. The core part of the technology is the system design which integrates power generated from the panels with traditional source of energy, and involves know-how in areas such as building and construction, solar, electronic engineering and automatic monitoring system. BIPV systems can either be interfaced with the available utility grid or designed as stand-alone, off-grid systems. Benefits of power production include savings to the utility for negligible transmission losses from grid, and savings to the consumer through lower electricity bills because of peak shaving (matching peak production with periods of peak demand). Moreover, it helps to reduce the demands on traditional energy resources and the overall emissions of greenhouse gases. A complete BIPV system includes: •

PV modules to absorb solar energy from sunlight radiation and convert to electricity, and it can act as a thermal insulator to reduce energy consumption for temperature control; – 94 –

•

A charge controller to regulate the power into and out of the battery storage bank (in stand-alone systems);

•

A power storage system, generally comprised of the utility grid in utility-interactive systems or, a number of batteries in stand-alone systems;

•

Power conversion equipment including an inverter to convert the PV modules’ DC output to AC compatible with the utility grid;

•

Backup power supplies such as diesel generators (optional-typically employed in stand-alone systems); and

•

Appropriate support and mounting hardware, wiring, and safety disconnects. BIPV System

Different types of BIPV Photovoltaic panels can be integrated into buildings in many ways — for example, on roofing, as facades or as shading. They can form part of the actual structure of a wall, providing a waterproof shell, or be positioned along it in order to provide shade from the sun. Solar PV canopy projects involve more design integration than rooftop projects. The size of the system depends on its purpose and location. A PV facade requires a higher standard of building-integration know-how. It requires a mix-and-match design which can fit with the existing appearance. Furthermore, it requires construction and building management expertise for designing PV solutions that can be easily integrated and also be easily maintained.

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BIPV and BAPV In early development of solar panels as power generation in buildings, the applications of these solar panels were mainly on roofs or in open fields and the term used is Building Applied Photovoltaic Panels (BAPV). The power generated was mainly for own use, unlike big solar farms where power generated was sold to grid operators. However, with further developments in solar panel power generation using curtain walls, another term, BIPV, was used to differentiate with BAPV. BIPV systems replace building elements instead of being applied over other elements. This is no longer just making of PV panels but needs technical know-how of the curtain walling industry, solar panel production and bearing in mind the light transmission in buildings, exposure to weathering, power generation required, building aesthetics, coordination with architects/designers/contractors, and all building civil works. BIPV is expected to become a critically important market with increasingly higher barriers to enter which often depends upon intangible tacit knowledge or intellectual capital. BIPV vs BAPV

BAPV Structure attached

Partially integrated

BIPV Fully integrated

There are several challenges to be overcome in the BIPV industry and the following are critical success factors for EPC companies in the industry: •

Cost-to-performance: Project economics is the essential consideration in any solar power system. There is no exception for BIPV, but the values the building developers or the architects measure may be slightly different. Currently, BIPV system costs are still high, at least two to three times higher than those of typical solar power applications. Additionally, BIPV products are always tailor-made, meaning that its production cost cannot reach the economic scale of commoditised PV modules currently offered in the market.

•

Performance deterioration from heat dissipation and shadowing: There are some technical barriers in BIPV system design such as how to deal with heat dissipation and shadowing. Installing air-exhaust ventilation systems as well as the choice of PV technology can help to resolve the impact.

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B.

•

Aesthetic concerns: Colour differences are displeasing to architects. The visual patterns of PV modules rely on the uniformity of the process and the nature of PV technologies. Designers have to select the right technology and product design in order to harmonise with the rest of the patterns of the building.

•

Local regulatory compliance: Different countries have different electric codes and regulatory frameworks; the difficulty in BIPV systems is how to cope with various electric designs as well as permission procedures.

•

Long-term sustainability of the project both from the perspective of on-going maintenance and repair and flexibility must be planned and designed at the onset. Construction projects in general have longer product lifecycles than solar technologies. BIPV suppliers inherently must design and plan projects taking into account the pace or rapidity of technological changes and concomitant regulatory changes.

Renewable Energy Goods The Group’s renewable energy goods includes photovoltaic modules and solar thermal products. The manufacturing process mainly includes the design of modules and systems, procurement of materials and components, fabrication, assembly of modules, on-site installation of solar-power systems and system testing. In general, the Group assembles these components into modules at the Zhuhai Plant, which are also shared for the fabrication of curtain wall and BIPV components. These modules are further installed into solar-power systems at customers’ sites. Photovoltaic Modules The Group produces the following photovoltaic modules: (i)

Mono-crystalline PV modules ranging from (a) between 85 watts, or W, and 95 W in power output for 36 cells, (b) between 170 W and 190 W in power output for 72 cells, and (c) between 230 W and 250 W in power output for 96 cells; and

(ii) Poly-crystalline PV modules ranging from (a) between 125 W and 145 W, (b) between 170 W and 190 W, (c) between 195 W and 215 W, (d) between 220 W and 240 W; and (e) between 270 W and 290 W in power output. Air-source Heat Pump The Group developed air-source heat pump water heater which gets low-grade heat from the air, with work done through electricity, it exports high-grade heat, and is an equipment which uses clean energy source, saves energy and provides heat.

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Solar Thermal Collector and Solar Selective Absorbing Coating The Group produces flat-pane solar thermal collector and solar selective absorbing coating. Solar-thermal collectors use solar energy to generate heat for heating and hot water and the absorbing coating collects the solar energy and converts it into heat. Photovoltaic and Photothermal Composite Modules It is a self-developed photovoltaic and photothermal composite module that can provide hot water and electricity at the same time. This component consists of solar panels, solar heat collectors, transparent tempered glass panels and thermal insulation materials. It has both a photovoltaic/photothermal component and a heat collector. Materials and components for the Group’s solar-power products are processed in accordance with the design specifications by means of cutting and moulding at the Group’s fabrication plant at Zhuhai, and are then assembled into modules. Quality inspection is conducted with reference to standards of ISO9001:2000 prior to delivery to the Group’s clients’ sites. These modules are then delivered to the Group’s clients’ sites for installation together with associated electrical equipment. Upon completion of such system installation, the Group carries out inspection and system testing at its customers’ sites to ensure proper installation and smooth operation. The Group’s customers, together with their professional advisors, conduct final inspection to ensure the quality of the products and its overall compliance with the contract specifications. C.

Sale of Electricity As at 30 June 2016, the Group owned 397.9MW of solar power facilities (including grid-connected, awaiting for grid-connection or under construction projects) comprising ground-mounted solar farms, Golden Sun and distributed power programs, of which approximately 195.5MW are grid-connected and the remaining 202.4MW are awaiting for grid connection or under construction. Among the 195.5MW grid-connected solar facilities, 42MW of which are situated in Guangdong province, 110MW are in north-western part China and the remaining 43.5MW are distributed projects. For the 202.4MW awaiting for grid-connection or under construction projects, 108MW of which are located in Guangdong province, 61.5MW are in north-western part China, 20MW are in Hebei province and 12.9MW are distributed projects. The policy of utilisation protection hours published by the NDRC in May 2016 shows the regulator’s determination in tackling power curtailment issues in China. As opposed to just a general policy of “priority dispatch from renewable energy” stated in the past, this time actual protective utilisation hours were listed in the document, guaranteeing the amount of electricity being sold to the grid.

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The document also stated that if a solar project’s utilisation falls below the guaranteed hours, the shortfall would be compensated by the grid in the full amount (i.e. curtailed amount of electricity * benchmark solar tariff in the region). If a solar project’s utilisation exceeds the guaranteed hours, the solar farm operator is encouraged to sell the extra electricity through the open market or bilateral agreements with power retailers or end users. In September 2016, the MOF, NDRC and NEA jointly issued the 6th batch of renewable energy tariff subsidy catalogue. The subsidy catalogue covered renewable energy projects fuse connected to the grid during the period from September 2013 to February 2015. 80MW out of 110MW of our currently grid-connected solar farm in north-western part China were included in the subsidy catalogue. The Curtain wall and Green Building Business — Curtain wall projects and material supply Curtain walls are characterised by being non-load bearing and are generally made of aluminium, glass, granite and other cladding materials. Curtain wall architecture is mainly used in high-rise buildings, public works (such as airports, railway stations, cultural centers) and convention and exhibition centers. The popularity of curtain wall systems stems from their reduced construction period and cost, lightweight nature, simplification of temporary construction and strong performance. The raw material suppliers of curtain wall makers mainly provide construction materials such as aluminium products, glass, steels, stones, and glues. Aluminium materials constitute approximately 35% of the materials cost for curtain walls. There are two main generic curtain wall system solutions: Stick systems: It is a type of frame-supporting curtain wall that requires on-site installation of individual framing components to form the supporting grid for curtain wall panels. The panels can be made of various materials, including glass, metal, stone, and artificial materials. Framing profiles may be fabricated in a shop, but all installation and glazing is typically performed at the jobsite. Installation methodology requires external fixed access equipment. Unitised/panellised systems: Unitised curtain walls entail factory fabrication and assembly of panels and may include factory glazing. These completed units are hung on the building structure to form the building enclosure. Unitised curtain wall has the advantages of: speed; lower field installation costs; and quality control within an interior climate controlled environment. The economic benefits are typically realised on large projects or in areas of high field labor rates.

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Multi-functional curtain walls (多功能幕牆) In addition to serving the primary function of offering protection to the buildings and the building interiors similar to ordinary curtain walls, multi-functional curtain walls have additional functions. Examples of these multi-functional curtain walls in the Group’s curtain wall engineering projects include: Double-layer ventilation system curtain wall (雙層呼吸式幕牆) Double-layer ventilation system curtain wall allows ventilation between the two layers of glass. The Group have developed and patented the energy-saving design of intelligent internal ventilation curtain wall (內循環智能呼吸幕牆) which is a kind of double-layer ventilation system curtain wall. A ventilation system is connected to the top and bottom of the curtain wall and air circulates through the space between the two layers of glass. There is an electronic intelligent sun-shading system installed in the space between the two layers of glass. As the air from the ventilation system circulates through the space between the two layers of glass, air quality inside the buildings is not affected. The electronic intelligent sun-shading system will automatically adjust the angle of the sunshade according to external temperature and lighting. Thus, such curtain walls help to regulate indoor temperature and keep indoor air fresh. Intelligent curtain walls (智能幕) Intelligent curtain walls can be regarded as an extension of the ventilation curtain walls. For instance, the Group uses aluminium blinds sunshade system (鋁型材百葉遮陽系統) in its curtain wall design. The system is connected to an intelligent system which can automatically adjust the angle of the aluminium blinds according to the external lighting and thus helps to regulate the indoor temperature and lighting. It possesses aesthetic qualities and also helps to reduce energy loss by limiting the amount of heat entering the buildings. Operation process — conventional curtain wall business The Group’s operational procedures principally involve the provision of pre-sale service, tendering, award of contracts and other procedures relating to the implementation of the projects. The Group has developed a comprehensive project management system covering the entire construction process from the award of construction contracts, including tender preparation to project planning, contract management, project control and project completion and handover.

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The flow of the Group’s curtain wall business operation procedures is illustrated below:

Pre-sale service

Tendering

Award of contract

Setting out works programme

Requisition of materials and engagement of Subcontractors Non-fabricated materials Fabrication and assembly of curtain walls

Delivery and site installation

Inspection, settlement and project handover

After-sales services

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Fabricated materials

Pre-sale service With the Group’s proven track record, good reputation and wide spectrum of experiences in the curtain wall engineering business, it has established an extensive marketing network and have maintained good relationships with its customers. The Group sources potential projects through its sales and marketing department, branches and sales representatives by primarily two means-open tenders and tenders by invitation. Tendering Since the Group has considerable experience in conventional curtain wall business and have taken part in many tenders over the years, the Group has a good understanding of the requirements of its customers and can customise the tender submission documents to cater for their specific needs. The Group has PRC registered cost engineers who will assist in tender preparation in order to ensure that its tender proposal is competitive and profitable. Tender prices of projects will be determined on the basis of a number of factors, including design specifications, other requirements as set out in the tender documents, cost of materials, and tender price of similar projects previously undertaken by the Group or its competitors. The Group will submit the tender proposal, including the technical specification plan and design drawings prepared by its design department and the final project budgets prepared by its tender department, upon its satisfaction of the worthiness to bid for a particular tender subsequent to its tender review process. The Group believes that the tendering process of its projects has been conducted in accordance with the relevant PRC laws and regulations. Award of contract After further negotiating on commercial and technical terms, the Group will sign contracts with its customers. Most of the contracts awarded to the Group are at a fixed contract price and have to be completed in accordance with a specified time schedule. In general, these contracts include a penalty clause applicable in situations where the projects cannot be completed on time. A contract will set out the contract value, payment terms and warranty terms. A technical agreement will set out the discharge standards including the technical parameters, requirements and specifications. The Group is entitled to claim damages from the customers in the event of breach of contracts by the customers. Project management Upon receiving a contract, a project management team will be set up to coordinate with various departments, including the purchasing department, engineering department and quality management department to execute the projects. A project manager will also be assigned to oversee different aspects of the projects including material procurement, performance of subcontractors and coordination with the customers, subcontractors and suppliers, safety and quality control as well as daily on-site supervision and coordination of the operation and work progress. Internal guidelines and regulations in respect of the responsibilities of project manager, project management and execution procedures in general will also be devised.

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Design management After successfully securing a project, the Group’s design team proceeds to modify the preliminary design into its final form for production. Procurement of materials The purchasing department will purchase the requisite materials as and when they are required in accordance with the different stages of the project. The Group generally procures glass, aluminium panels, granite panels and steel panels for its conventional curtain wall business and PV panels, batteries and inverters for its solar EPC and renewable energy goods businesses. It is the Group’s policy to maintain minimal inventories such that the Group often requires its suppliers to deliver the raw materials directly to the work sites if no fabrication or processing is required. For materials required to be processed at the Group’s fabrication plant in Zhuhai, the Group generally maintains a short processing period of about a week in accordance with its minimal-inventory policy. The fabricated materials will then be delivered to the work sites. As at 30 November 2016, the Group has not experienced any difficulty in the procurement of raw materials. Subcontracting The Group also engages subcontractors where necessary to undertake the more labour-intensive process of installation of curtain walls and outsource certain of its fabrication (including the supply of materials) processes to subcontractors by entering into separate contracts with its subcontractors. Details of the Group’s subcontractors are set out in the paragraph headed “Subcontractors” of this section of this Offering Circular. Fabrication of curtain wall components Once the requisite materials have been procured, the fabrication process will be handled by the Group’s engineering department. The Group carries out the fabrication of some of the materials such as the assembly of aluminium components and the moulding/shaping of materials at its own fabrication plant in Zhuhai. For materials which are simpler to fabricate, such as panels (glass panels, aluminium panels and granite panels), or that it would be more cost-effective for the Group’s suppliers to fabricate, its suppliers would fabricate them in accordance with its design specifications and deliver them directly to the work site. Whilst most of the fabrication is carried out at the Group’s own fabrication plant, the Group also carries out fabrication of simple structural components on-site. Delivery and on-site installation In respect of the curtain wall components which have been fabricated and assembled at the Group’s fabrication plant, the Group will engage third-party transportation companies to deliver them to the work sites for installation. The third-party transportation companies are responsible for ensuring minimal damage to the Group’s products during the course of delivery to the work sites. In other cases where the Group’s suppliers undertake the fabrication of materials, they are usually responsible for delivering the fabricated products to the work sites. – 103 –

Inspection, settlement and project handover Upon completion of a certain portion of the curtain wall engineering projects, the Group, the customers and the professional advisors appointed by the customers, will carry out necessary periodic inspections in respect of the quality of works and work progress, based on which the Group shall receive progress payment. Upon completion of the whole project, the Group will carry out inspection of the completed works. The Group’s customers together with their professional advisors will conduct final inspection of the quality of the completed works. Adjustments to the contract price, if necessary, will be made. Once the Group’s customer completes inspection and confirms that the curtain walls comply with the contract specifications, the Group will hand over the project to its customer. The Group’s project contracts with its customers usually contain a provision for retention money, which is usually 3% to 10% of the total contract value of the project. Such sum would be paid to the Group at the end of the warranty period, which is typically one to two years after the project handover, and would constitute the final payment for the project. No retention money kept by the customers has been forfeited as at 30 November 2016. After-sales service The Group provides a guaranteed maintenance period for all its projects which lasts for one to two years from the date of completion. The Group would normally require a back-to-back warranty period from its subcontractors. After the project handover, the Group’s sales and marketing department handles all quality complaints and feedback from its customers. All complaints will be investigated and any necessary measures, such as rectification works, will be taken as soon as practicable, so as to ensure customer satisfaction. During the warranty period, the Group is liable to rectifying all defective works and the Group will provide maintenance services to its customers at costs so long as the defect or damage is not caused by its customers. After the warranty period, the Group will continue to provide maintenance services, at a fee, to its customers in accordance with their requirements. During the year ended 31 December 2015 and the 11 months ended 30 November 2016, the Group has not incurred any significant warranty cost. Progress payment and retention money The Group normally receives progress payments from its customers with reference to the value of the works finished. The Group will submit the works progress reports to its customers. The works progress will then be verified and certified by the Group’s customers and the authorised persons engaged by its customers such as the architects, engineers and surveyors and payment will then be made by its customers to us. Normally it will take 30 to 180 days from the date the Group submits the works progress report to the date payment is made to us. Similarly, the Group usually pays its subcontractors on a monthly basis with reference to the value of the works done. The subcontractors will submit a request for payment to the Group stating the actual works done. The Group will then verify the progress of works and issue payments to the subcontractors. Normally 5% of the total subcontracting sum will be held as retention money by us. The retention money will be paid to the subcontractor upon the issue of certificate certifying that all the works have been completed. – 104 –

Performance bonds/pledged deposits/liquidated damages The Group may be requested by its customers to provide performance bonds in the form of a guarantee or make performance guarantee deposits in cash in favour of the customers to ensure due performance on its part. The Group confirms that the performance bonds or performance guarantee deposits in the range between 5% and 15% of the total contract value retained by customers are in line with industry practice. As at 30 June 2016, the pledged deposits amounted to approximately RMB467.5 million. The amount of performance bonds or pledged deposits would usually be in the range between 5% and 15% of the total contract value of the project. The performance bond will expire upon completion of the project. The pledged deposits may be returned to the Group in one lump sum or by installments at any time during the projects or after completion, depending on the terms of the construction contracts. A liquidated damages clause would usually be included in its work contracts regarding late completion of works. New Material Business The Group’s new material business involves (i) the manufacturing and sale of Indium Tin Oxium (ITO) films which can be applied for use in a variety of products including automobile navigation systems, smart phones and industry equipment; and (ii) research and development, production and sale of downstream products made using ITO film, including smart lightadjusting film and glass (which can be switched from a milky, cloudy, translucent and opaque state into a colourless and transparent state when electricity is applied to it and may be used to control the passing-through of light) and smart light-adjusting projection system (which projects visual images and/or video onto projection screens or panels which is opaque when power source is not applied to it). Proposed Spin-off of New Material Business The Company has submitted an application to the Stock Exchange in relation to the proposed spin-off (“Proposed Spin-off”) of China Singyes New Materials Holdings Limited (“Singyes New Materials”) and its subsidiaries (together, the “Spin-off Group”) and has received written confirmation from the Stock Exchange that it may proceed with the Proposed Spin-off. The Proposed Spin-off involves the spin-off by the Company and the separate listing of Singyes New Materials on the Growth Enterprise Market of the Stock Exchange (“GEM”). Singyes New Materials is currently an approximately 90.1%-owned subsidiary of the Company. The Proposed Spin-off is conditional upon, among other things, the Stock Exchange granting the listing approval. Upon completion of the Proposed Spin-off, Singyes New Materials will remain a subsidiary of the Company, who will hold 67.6% equity interest in Singyes New Materials. In view of the Proposed Spin-off, none of the members in the Spin-off Group or future subsidiaries acquired by the Spin-off Group will be Restricted Subsidiaries. – 105 –

Revenue of the Spin-off Group for the year ended 31 December 2015 was RMB60.5 million, which accounted for 1.4% of the Group’s total revenue for the same period. Revenue of the Spin-off Group for the six months ended 30 June 2016 was RMB33.2 million, which accounted for 1.2% of the Group’s total revenue for the same period. As at 30 June 2016, the total assets of the Spin-off Group was RMB89.8 million which accounted for 0.9% of the Group’s total assets as at 30 June 2016. Production facilities The Group has developed two bases within China, which include Hunan Xiangtan as its manufacturing base and the Zhuhai Hi-tech Park as its export-oriented base. (a) Zhuhai Plant Our Zhuhai production center is mainly focused on engineering works and material fabrication for our solar and curtain wall businesses in the overseas market. The Group’s solar-power products are produced on demand and do not involve mass production. The Group procure from external suppliers major parts and components which are assembled into modules at its fabrication plant in Zhuhai. The main manufacturing activities include assembling of curtain wall materials. The production facility of the new material business is also located in this plant. The Zhuhai Plant is also our key R&D and management center. (b) Hunan Industrial Park Operation of the Hunan Industrial Park started in 2011 and its products primarily cover PV power generation and system applications and it combines these with blue film materials, glass, and aluminium, complemented by solar thermal products, as an integrated production base. Raw materials The materials required for solar-power systems generally include electrical and mechanical components such as PV panels, batteries, inverters, glass and aluminium panels which are mainly procured from external suppliers. Solar modules and inverters together accounted for approximately 70% of our cost of materials for Solar EPC. The price for solar modules has dropped significantly since 2009 because of the over-supply problem and anti-dumping regulations imposed by some of the European countries. This has stimulated the growth of the domestic solar demand inside mainland China. Suppliers The Group currently outsources part of the construction works to various sub-contractors in the PRC, as well as sourcing PV penal, aluminium and glass from suppliers inside the PRC. In 2015, the top five suppliers include material suppliers and sub-contractors. Sub-contracting fees paid or material purchase to its largest and five largest suppliers accounted for about 13.3% and 29.1% of the Group’s total cost of sale in 2015 respectively. – 106 –

Sales and marketing strategies The Group’s professional and efficient sales and marketing department comprised 300 staff as at 30 November 2016 with a focus on the construction area. More than 65% of the staff in the technical team are professionals. The Group’s sales staff are responsible for sales, marketing and customer services. They also play an important role in providing support to the Group’s existing customers and meeting with prospective customers to assess and understand their requirements so that the Group can better cater their needs. As and when required, the Group may second staff from other departments, such as the design and engineering departments, to assist its sales and marketing efforts. The Group’s sales and marketing strategies include: (i)

Enhancement of market presence in the PRC The Group has an extensive distribution channel where it has 17 branch offices engaging in marketing and sales in different provinces and cities in the PRC, including Guangzhou, Nanjing, Shaanxi, Hubei and Guizhou. The Group’s extensive geographical coverage of branch offices in the PRC provides the Group with a comprehensive and effective sales and marketing network in various parts of the PRC.

(ii) Establishment of overseas market presence The Group’s overseas business is led by its office in Hong Kong, with branches and subsidiaries located in Macao, Singapore and Malaysia. (iii) Formation of strategic alliances and joint ventures In order to increase the Group’s market presence, the Group will form strategic alliances and joint ventures with appropriate large-scale and reputable industry players. The Group believes that such alliances will enable the Group to tap into its business partners’ customer base, market channels, resources, knowledge and experience in project management. (iv) Development and improvement of customer relationships The Group believes that developing closer working relationships with its customers will enable it to gain a better understanding of its customers’ needs and maintain a stable customer base. The Group provides comprehensive after-sales support services. The Group makes regular visits to its customers to gather feedback and to acquire a better understanding of their needs which will enable the Group to keep abreast with their changing requirements. The Group also keeps its customers updated in respect of its latest business developments. (v)

Participation in trade fairs and exhibitions In order to enhance the Group’s reputation in the PRC and create brand awareness in overseas markets, the Group has participated in and plan to participate in more trade fairs and exhibitions in the PRC and overseas. Such trade fairs and exhibitions provide the Group with a platform to collate relevant market information and trends and provide the Group with the opportunity to meet with potential customers. – 107 –

Competition In relation to the Group’s solar EPC business, we expect more competitors will enter into the market and our margin will inevitably be negatively affected. However, as the Chinese government is focusing on in stimulating domestic demand, we believe the increase in project volumes will mitigate the negative impact from any margin decline. Moreover, the Group has also started to be involved in solar power investment for a long term stable cash flow. The construction industry in the PRC is in general highly competitive and characterised by a large number of curtain wall engineering companies in various territories of the country. The Group expects that the competition in the curtain wall industry will remain high in the coming years. New participants may enter the industry provided that they have the appropriate skills and are granted the requisite licences. As a result of intense market competition, there may be an increase in mergers or restructurings of domestic construction companies under the guidance or encouragement of the PRC Government or as a result of market trends. Some of the Group’s domestic competitors, including state-owned enterprises and private companies, may therefore merge in the future to become companies of an even larger scale, and any consolidation of the industry resulting from government policies or market trends may pose new challenges to us. Domestic competitors may also have advantages over the Group in terms of pricing and sponsorship provided by local governments in respect of bidding for projects, and local governments may prefer to contract with locally based contractors. Also, as parts of the commitment to WTO accession, the PRC government has in recent years implemented certain policies to open the domestic construction industry and foreign invested companies are now allowed to participate in various types of infrastructure projects despite the existence of certain qualification restrictions. Hence, the Group also faces competition from foreign competitors apart from domestic competitors. The Group’s foreign competitors may also have greater financial, technical, management or other resources than the Group does. Although the Group faces intense competition in the curtain wall industry with a number of competing players, the Group is of the view that the Group has competitive advantages, including but not limited to its established track record, reputation in curtain wall engineering projects, its extensive experience in public work projects, which enable the Group to maintain its competitiveness. The Group believes that many of its major competitors have the appropriate skills and requisite licences which enable them to provide comprehensive services with reliable quality in respect of curtain wall business. However, the Group believes that many of its competitors operating in the curtain wall industry do not have the relevant experience in the renewable energy business in respect of BIPV systems and solar thermal products. In terms of the Group’s solar-power product business, the Group competes with its peers on the basis of its capabilities in system design, quality and reliability of system installation and after-sales maintenance. It also faces competition from solar panel makers and independent power producers for solar farms or power plants. The Group also competes for the supply of thin-film PV panels which are the core components of its solar-power products. As the Group’s major focus is on thin-film PV products, the Group faces competition from local and overseas producers of solar-power systems using other types of thin-film PV cells and/or crystalline silicon PV cells. These producers may have longer solar-business history, larger production – 108 –

capacities, more advanced technologies and more extensive clientele than the Group does. Besides, the Group expects that growing market demand for solar-power products driven by favourable policies by the PRC government may encourage existing PV cell producers in the PRC to expand their business to downstream applications and/or reduce their export volume, as a result of which the Group could face more intense competition. Customers The Group normally works on in more than 200 projects annually. We have a well-diversified projects portfolio and the Group does not have significant reliance on any single large customer. The contribution and the mix of the top five customers in each year may vary. The Group’s top five customers are the EPC customers. The largest customer contributed approximately 12.4% and the top five customers in aggregate accounted for approximately 39.4% of the Group’s total revenue in 2015 respectively. Quality control One of the main factors that is vital for maintaining the Group’s reputation is the high quality and standard of its management system. The Group’s ultimate objective is to pursue a higher standard of quality by delivering projects of good quality to its customers. The Group strives to ensure that its completed projects comply fully with the specifications of the contracts. The Group has formulated a set of guidelines in relation to quality control in order to closely supervise the implementation of the guidelines in all of its different departments. The Group has established a quality management system in accordance with ISO9001:2000 Certificate of Conformity of Quality Management System Certificate issued by CICC Conformity Assessment Services Co. Ltd. in respect of (i) the design, production and construction of curtain walls; and (ii) the production and construction of aluminium alloy doors and windows. The Group has an experienced quality assurance team to oversee and ensure that stringent quality control measures are in place at various stages of its operation process and carried out by the relevant department. The Group’s quality assurance team which includes quality engineers, inspectors and on-site quality and safety controllers, is also responsible for making monthly assessments as to whether quality assurance targets have been met and its quality assurance team will prepare a quality assurance report in this regard. Design management The Group’s quality assurance team carries out periodic checks on the design process to ensure that these internal quality control procedures are adhered to. Requisition of materials and engagement of subcontractors The Group’s quality assurance team inspects all incoming materials to ensure that they are supplied from approved suppliers and that their quality complies with its internal quality standards and specifications. Materials that do not meet the Group’s quality standards and specifications will be rejected. The suppliers also have to provide the Group with copies of their – 109 –

production permits, product qualification certificates, product examination reports and quality assurance certificates as part of the Group’s internal quality control measures. Generally, the Group’s suppliers will guarantee the quality of the products supplied for a period of 10 to 20 years as stipulated in the quality assurance certificate. The Group’s warehouse personnel will also inspect and verify the standard of the incoming materials in accordance with the packaging information. The Group’s quality assurance team will also regularly carry out inspections on the materials which have been stored in the warehouse to ensure that the materials are still in good condition and of the requisite quality. Subcontractors Before deciding to engage a subcontractor, the Group’s engineering department will evaluate the subcontractor’s level of technical expertise, track record and industry reputation. The Group’s engineering department will also supervise the work carried out by its subcontractors to ensure that all quality standards as specified under the subcontracting contracts are met. Delivery and site installation Upon delivery of the products or materials to the work site, the Group’s quality assurance personnel will carry out inspection to ensure that they comply with its internal quality standards and specifications. The Group also ensures that the curtain walls or solar EPC projects have been properly installed on-site in accordance with the relevant PRC industry standards by sending quality assurance engineers to the work sites from time to time to carry out random checks throughout the installation process. Inspection, settlement and project handover Upon completion of the installation of curtain walls or solar EPC projects, the Group’s quality assurance team, together with its customer, will conduct a final round of tests and inspections to ascertain the overall quality of the completed project. Any complaints or feedbacks from its customers will be handled by the Group’s quality assurance team immediately. In addition, rectification works, if any, will be carried out immediately before the handover of the project to the Group’s customer. After-sales services The Group evaluates tests and inspection procedures from time to time to determine whether they have been effective in ensuring that its curtain walls are of good quality. Upon the completion of every project, the Group will review and evaluate its work processes with a view to improve. Where necessary, the Group will revise and improve its test and inspection procedures, work procedures and implement preventive measures to ensure that errors are not repeated in the future. – 110 –

Research and Development The Group’s Directors believe that R&D is crucial in providing the Group with a competitive edge. As such, the Group is committed to and place great emphasis on R&D and in keeping abreast of the latest advancements in technology pertaining to the curtain wall and solar EPC industries. During the past three years from 2013 to 2015, the Group incurred approximately RMB59.9 million on R&D. The Group is also the registered owner of 90 patents related to renewable energy in the PRC as at 30 November 2016. The Group has drafted or set over 40 national and local PV industry standards for application of solar energy. As at 30 November 2016, the Group has an experienced R&D team made up of 100 engineers and technical experts in solar thermal, electrical and green building technology. The Group’s R&D activities mainly focus on developing new curtain wall designs and installation techniques. Research efforts have also been devoted over the years to the development of the technology of BIPV systems and solar-power products. The Group has an independent Solar Energy Research Institute which includes the Institute of Power Electronics, Institute of Thermal Power Engineering, Green Building Institute, Institute for Materials Research and Standardisation Institute. The Group’s R&D department The Group’s R&D teams are led by Mr. Luo Duo, Mr. Wang Beining and Mr. Li Sheng, whose qualifications includes, senior engineer, chartered structure engineer, economist, as well as many professional titles in various committees and associations in the solar industry. Their long experience covers solar energy utilisation, building technology, building energy conservation and distributed power sources. They have won several notable awards related to their field, as well as several patents related to BIPV, BAPV, facade and distributed power source. They have published many professional journals related to the field of their expertise. The R&D team primarily focuses on micro-grid research, control technology research, converter technology research, new energy technology research, heat pump technology, solar heating and power cogeneration research, the study of functional wall, solar architecture applied research, green building monitoring research, advanced materials research, applied materials, production research and standardisation of enterprise management. Government Regulations The Group’s operations are subject to various laws and regulations in the PRC. The Group believes that its operations comply in all material respects with government regulations currently in effect in the PRC and is not aware of any significant problems with respect to compliance with applicable laws, government rules or regulations in relation to the Group’s operations which could have a material adverse impact on the Group’s operations or properties, nor is the Group aware of any pending government legislation that might have a material adverse effect on its operations or properties. The Group believes that it has obtained any all requisite permits, approvals and licences which are material to the Group’s existing operations. Insurance The Group holds pension insurance, medical insurance, unemployment insurance, work-related injury insurance and maternity insurance for its employees and personal injury insurance for its workers pursuant to the relevant PRC laws and regulations. – 111 –

The Group does not have any third-party liability insurance to cover claims in respect of personal injury or property or environmental damage arising from accidents on its property or relating to its operations. Such insurance is not mandatory according to the laws and regulations of the PRC and would impose additional costs on the Group’s operations which would reduce its competitiveness against its competitors in the PRC. The Group considers that its insurance coverage is sufficient and is in line with normal commercial practice in the PRC. Occupational health and safety The Group believe that it is essential to provide a safe and healthy working environment. The Group operates according to the human resource policy proper to the size of the Group and fully reflects the Chinese labour regulations and has allocated a number of personnel and resources for occupational health and safety management matters. The Group has also established guidelines and reporting systems relating to occupational health and safety, and provided relevant training to its staff. The Group has implemented an Integrated Quality, Occupational Health, and Safety and Environment (QOHSE) system based on Chinese standards GB/T19001-2008, GB/T280012011, and GB/T24001-2004 since June 2012. The certifications, i.e. ISO9001:2008 (quality management, valid until 5 September 2018), ISO14001:2004 (environmental management, valid until 27 August 2017) and OHSAS18001:2007 (occupational health and safety management, valid until 20 September 2018) were awarded. These systems provide a systematic approach tailored to the nature of conducted activities to managing environmental and social risks. The Group has also documented all the safety procedures in writing and from time to time it organises training and demonstration for its staff and subcontractors to uphold and improve work site safety. The site has developed and implemented emergency preparedness and response plan for its facilities. Trainings are provided to ensure employees are knowledgeable of existing emergency procedures and emergency contingency plan, including evacuation routes. The Group has a warehouse for storage of hazardous materials such as acids, alkalines, paints and other chemicals with signs clearly seen on doors indicating types of materials inside with proper warning signs, PPE, emergency procedures and equipment, anti-leaks and spillage equipment. This warehouse is properly ventilated and is locked at all times. For the six months ended 30 June 2016, the Group’s pension scheme contributions for employees was approximately RMB4.0 million. The Group estimates that its annual cost of compliance with respect to occupational health and safety will not be less than RMB2 million each year for the next three years. The Group has adopted a preventive approach with an emphasis on hazard management and risk assessment and in addition, the Group has developed and maintained a safety management system where the Group will properly manage and review the records of non-compliance with any safety procedures and the remedial measures. This can help to manage occupational health and safety of the Group’s staff at the construction sites and ensure compliance with the applicable laws and regulations. In the event that significant accidents occur, the Group will stop work procedures immediately and report to the project manager who will draw the attention of the quality management division which will analyse and evaluate the accidents concerned. The ultimate aim is to ensure that in future there is sufficient prevention control and safety measures such that there is no future – 112 –

re-occurrence of similar accidents. The Group also conducts internal safety inspection regularly in order to ensure that its operations are carried out in a way that adheres to the safety requirements of its internal manual. Besides, the Group also provides safety training to all of its staff from time to time on all safety procedures including evaluation and other emergency procedures and provide access to information about safety procedures. The Group offers free body check-ups to its staff. The Group will also conduct training on any new equipment or machinery. The Group’s on-site staff will also monitor its subcontractors’ activities to ensure that its subcontractors abide by all applicable laws and regulations and observe all safety requirements as stipulated in the safety manuals. The Group will continue to put adequate resources and effort to uphold and improve its safety management system in order to reduce its risks related to safety issues. During the past three years, there have been no significant accidents in relation to safety and health reported. From time to time the Group will evaluate and improve its safety control measures with a view to avoiding future re-occurrence of similar accidents. The Group believes that it has complied with all applicable labour and safety laws and regulations in all respects. Environmental Protection The Group’s industry is subject to certain laws and regulations in respect of environmental protection. The Group is of the view that it is important for it to be environmentally conscious and responsible in respect of environment protection and to promote a healthy living environment in order to meet both the demands of its customers and the general expectation of the community at large. The construction and operation of assembly factories located in Jiuhua Industrial Demonstration Park, Xiangtan, Hunan Province are situated 1.2 km southwest of the nearest residential buildings. There are no sensitive acceptors and heritage sites within the sites and potential environmental impact zone. The factory includes five workshops, i.e. curtain wall workshop, PV glass processing workshop, solar thermal module workshop, PV module production workshop and PV cell workshop. The current mitigation measures are effective and pollutant emissions are within the requirements of relevant regulations and standards. The Group believes that it is in compliance with the applicable environmental laws and regulations of the PRC in all material respects, except certain PRC subsidiaries have not obtained environmental inspection certificate issued by the local environmental authority for the construction of their production facilities. As at 30 November 2016, the Group has not been subject to any fines or legal action involving non-compliance with any relevant environmental laws or regulations. The Group is committed to minimise any adverse impact on the environment resulting from its business activities. The Group will: •

focus on prevention of pollution, minimisation of waste and resource conservation and recycling;

•

comply with applicable legal requirements and other requirements which relate to environmental aspects; and – 113 –

•

establish, implement and maintain the environmental management system and strive for continual improvement.

In order to comply with the applicable environmental protection laws, the Group has established an environmental management system in accordance with ISO 14001:2004 international standards and were awarded ISO 14001:2004 GB/T 24001-2004 Certificate of Conformity of Environmental Management System (環境管理體系認證證書) in 2008. The Group’s environmental control measures include: •

setting up segregation area for the sorting of different kinds of construction waste including paper, plastic, aluminium, steel and glass;

•

designating areas for and using recycling bins to collect recyclable wastes;

•

providing bins to collect containers of toxic substances to ensure no pollution as a result of leakage of toxic substance and to transmit to designated areas for collecting the recyclable wastes;

•

segregating construction sewage pipe and ordinary sewage pipe to ensure no toxic chemical waste is entering the ordinary sewage pipe; and

•

reducing construction and demolition wastes.

The Group requires its workers and subcontractors to abide with the regulations set out in its internal control guidelines in respect of environmental protection. In order to ensure compliance with the relevant environmental regulations on sites, the Group conducts regular internal environmental inspections as to prevent and minimise the adverse impact on the surrounding environment. The Group will continue to ensure implementation of its policy on environmental management to avoid violation of applicable laws or regulations in environmental protection. The Group assigns separate resources to maintain its environment management system and ISO 14001 certification in order to reduce its risks related to environmental issues. The Group considers that the assembly activities of it, which mainly involve the assembly of parts and components purchased from different suppliers, do not release industrial wastes and are in compliance with the environmental protection laws and regulations of the PRC. As the Group’s business does not involve the release of industrial wastes, there is no need for the Group to adopt any special measures to reduce pollution or adverse impact on the environment under the applicable PRC laws. In this connection, the Group does not anticipate that it will need to incur significant cost in the future to comply with applicable laws and regulations in relation to environmental protection. Intellectual property The Group has made 290 applications for registration of patents in the PRC which, as at 30 November 2016, 83 were still being processed. As at 30 November 2016, the Group was the registered owner of 90 patents related to renewable energy and architecture. As at 30 November – 114 –

2016, the Group has registered 24 trademarks and 5 domain names. Of particular interest, micro-grid is the promoted trend and new development of national grid. There are many companies in China developing micro-grid technologies, but there is no mature solution in this area. We believe the Group is on track with this trend and this is a possible entry barrier to potential competitors. As at 30 November 2016, to the best knowledge of the Group, it has not suffered from any infringement of its intellectual property rights and the Group has not violated any intellectual property rights of any third parties. As at 30 November 2016, the Group is not a party to any litigation brought by any third party due to infringement of intellectual property rights. Property interests The Group key property interests other than solar farms as at 30 November 2016 were as follows:

Fixed assets

Purchase value

Held by

The Group’s interest

(in RMB million) Room 3108, 31/F, China Merchants Tower, Shun Tak Center, Sheung Wan, Hong Kong

17

China Singyes Solar Technologies Holdings Limited

100%

Land, a block of industrial building and a number of building structures at 8 Hong Da Lu, Nanping, Zhuhai, Guangdong, PRC

32

Zhuhai Singyes Green Building Technology Co., Ltd.

100%

Land and a block of industrial building at 9 Hong Da Lu, Nanping, Zhuhai, Guangdong, PRC

12

Zhuhai Singyes Green Building Technology Co., Ltd.

100%

6

Zhuhai Singyes Green Building Technology Co., Ltd.

100%

Residential Building at Nanping Science and Technology Industrial Park, Zhuhai, Guangdong, PRC Land, 5 blocks of factories and 1 block of office at 1 Xing Ye Da Dao, Xiang Tan Jiu Hua National Economic and Technological Development Zone, Hunan, PRC

782

Hunan Singyes Solar Technology Co., Ltd.

100%

Land at north of Da Zhong East Road and east of Jiu Hua Avenue, Xiang Tan Jiu Hua Demonstration Zone, Hunan, PRC

No commercial value

Hunan Singyes Solar Technology Co., Ltd.

100%

– 115 –

Fixed assets

Purchase value

Held by

The Group’s interest

(in RMB million) Land, 4 blocks of factories and 1 block of office at 9 Jin Zhu Road, Zhuhai, Guangdong, PRC Dong’Ao factory at 1 Xiang Si Road, Zhuhai, Guangdong, PRC

285

5

Singyes Energy-saving Technology Co., Ltd.

100%

Zhuhai Singyes Renewable Energy Technology Co., Ltd.

100%

•

The Group has not obtained the property ownership certificates relating to the Residential Building at Nanping Science and Technology Industrial Park, Zhuhai, Guangdong, and is in the process of acquiring the property ownership certificates relating to the 1 block of office at 1 Xing Ye Da Dao, Xiang Tan Jiu Hua National Economic and Technological Development Zone, Hunan, the 1 block of factory at 9 Jin Zhu Road, Zhuhai, Guangdong and Dongao factory at 1 Xiang Si Road, Zhuhai, Guangdong.

•

Hunan Singyes Solar Technology Co., Ltd. has mortgaged the Land and 1 block of factory at 1 Xing Ye Da Dao, Xiang Tan Jiu Hua National Economic and Technological Development Zone, Hunan, to secure the borrowings with a principal of RMB41,000,000 yuan.

•

Hunan Singyes Solar Technology Co., Ltd. has mortgaged the Land at north of Da Zhong East Road and east of Jiu Hua Avenue, Xiang Tan Jiu Hua Demonstration Zone, Hunan, to secure the borrowings with a principal of RMB60,000,000 yuan.

•

Hunan Singyes Solar Technology Co., Ltd. has mortgaged 4 blocks of factories at 1 Xing Ye Da Dao, Xiang Tan Jiu Hua National Economic and Technological Development Zone, Hunan, to secure the borrowings with a principal of RMB60,000,000 yuan.

•

Singyes Energy-saving Technology Co., Ltd. has mortgaged the Land and 3 blocks of factories at 9 Jin Zhu Road, Zhuhai, Guangdong, to secure the credit facilities under which the credit line is RMB168,157,020 yuan.

Credit management The Group does not have a standardised and universal credit period granted to its customers. The credit period of individual customers is considered on a case-by-case basis and set out in the project contracts, as appropriate. In the event that the project contract does not specify the credit period, the usual practice of the Group is to allow a credit period of 30 to 180 days. The Group receives payments from its customers in the form of advance payments, progress payments and the return of retention money. For some of the projects, the Group’s customers may make an advance payment of 5% to 30% of the total contract value to the Group upon the commencement of the projects. The Group’s customers usually retain 3% to 10% of the total contract value of the projects as retention money. The remaining balance will mainly be in the form of progress payment to be billed based on the progress of the project. For sale of curtain wall materials, a credit period ranging from three to six months may be granted to large customers. Revenues from small and new customers are normally expected to be settled shortly after the provision of services or delivery of goods without setting specific credit period. The provision for impairment – 116 –

of trade receivable is made when there is objective evidence (such as the probability of insolvency or significant financial difficulties of the debtor and significant changes in the technological, market economic or legal environment that have an adverse effect on the debtor) that the Group will not be able to collect all of the amounts due under the original terms of the invoice. The carrying amount of the receivables is reduced through the use of an allowance account. Impaired debts are written off when they are assessed as uncollectable. The impairment of trade and other receivables over the past three years are not significant. Employees As at 30 November 2016, the Group had 2,580 employees. Wages and salaries and relevant benefit together with pension scheme contributions amounted to approximately RMB138 million for six months ended 30 June 2016. The Group’s remuneration policies are formulated on the performance of individual employees, which will be reviewed regularly every year. Apart from the provident fund scheme (according to the provisions of Mandatory Provident Fund Schemes for Hong Kong employees) or the state-managed retirement pension scheme (for mainland China employees) and medical insurance, discretionary bonus are also awarded to employees according to the assessment of individual performance. The Group does not experience any significant seasonal fluctuations in the number of employees. The number of the Group’s full-time employees by function as at 30 November 2016 was as follows: Number of staff Sales and marketing

300

Engineering

389

Senior management

113

Design and R&D

400

Finance and administration

130

Quality assurance Production

88 734

Staff Training The Group believes that its employees are its most important asset. It is the Group’s policy to encourage the development and training of its employees in order to maximise their potential. The Group firmly believes that motivating its employees will help to align their interests with the Group’s which ultimately benefits the Group and enables both its employees and the Group to develop concurrently. The Group provides trainings to all of its employees to equip them with the relevant technical skills and knowledge necessary for their respective job functions. Accordingly, the nature of staff training that the Group provides varies with the appointment of its staff. Generally, all of the Group’s new employees would go through an orientation programme to familiarize them with the – 117 –

Group’s background, culture, business operations and policies. The in-house orientation programme includes trainings specific to each of their designations, employees’ discipline, safety and environmental awareness, its quality management system, regulations and laws relating to the operation of the Group. The duration of the Group’s orientation programme is generally one week. The Group’s staff training can be classified into internal training and external training. Internal training of the Group’s staff involves an orientation programme for its new employees, on-the-job training and internal training sessions. Part of the Group’s internal training is conducted on a regular basis four times a year for all its employees while the other part of its internal training is conducted by each of the departments on an ad-hoc basis for the employees in that department. This usually involves training specific to their job functions. In respect of the Group’s external training, the Group invites local as well as foreign industry experts at least four times a year to provide training to its staff in respect of curtain wall designs and materials. From time to time, the Group also sends its senior engineers and other key technical personnel to Europe and Japan to study the latest technology and curtain wall designs. In addition, the group also encourages and provides partial subsidies to its senior staff to attend external professional training courses such as the Master of Business Administration (MBA) courses and other technical courses. The expenses incurred on the Group’s staff training for the last three financial years were RMB2.0 million, RMB1 million and RMB1 million for 2013, 2014 and 2015 respectively. Professionals As at 30 November 2016, over 60% of the members of the Group’s staff have professional qualifications such as professional engineer, builder, surveyor, accountant and company secretary. Staff benefits The remuneration package of the Group’s employees includes basic salary, allowances and bonuses. The various allowances cover meals, holidays and social security. The Group makes contributions to all mandatory social security funds including pension funds, medical insurance funds, unemployment insurance funds and work-related injury funds for its employees. These contributions, which are funded from the Group’s internal financial resources, are in compliance with the requirements of the PRC laws and regulations. The Group believes that according to the certificate issued by Labour Zhuhai and Social Security Bureau, it had fully paid all social security up to now, and complied with the relevant PRC requirements in relation to the social security. The aforesaid bonuses include annual bonus and/or double payment for the last month of the year, and encouragement payment which is subject to the performance of the staff and paid monthly. Usually, the encouragement payment would be around 30% of the staff’s salary. The Group is required by the relevant PRC regulations to register with the competent housing provident fund management center and make contributions to the housing provident funds for its employees. Legal proceedings and non-compliance Neither the Company nor any of its subsidiaries is involved in any litigation or arbitration proceedings that the Company believes are material. – 118 –

MANAGEMENT Directors and Senior Management The table below sets forth information regarding the Company’s Directors: Name

Age

Position

Liu Hongwei

53

Chairman and executive Director

Sun Jinli

53

Deputy Chairman, and executive Director

Xie Wen

52

Executive Director

Li Huizhong

64

Non-executive Director

Cao Zhirong

43

Non-executive Director

Wang Ching

64

Independent non-executive Director

Yick Wing Fat, Simon

59

Independent non-executive Director

Cheng Jinshu

65

Independent non-executive Director

Executive Directors Liu Hongwei, aged 53, is the Chairman and an executive Director of our Company. He joined our Group in August 1995. He is responsible for the formulation and execution of the Group’s overall business strategies and policies as well as the overall management of our Group. Mr. Liu has more than 12 years’ experience in the glass manufacturing sector and more than 16 years’ experience in the curtain wall engineering sector. After obtaining a bachelor’s degree in engineering in July 1986 from Wuhan Industrial University, now known as Wuhan University of Technology, majoring in inorganic materials engineering, Mr. Liu worked at a state-owned glass manufacturing enterprise, Shaanxi Glass Factory, as a technician until 1989. From 1989 to 1991, Mr. Liu was the director of production department at another glass manufacturing enterprise, Zhuhai Glass Factory. From 1991 to 1995, Mr. Liu Hongwei was the manager of the operation department of Zhuhai Singyes Safety Glass. In 1995, Zhuhai Singyes Safety Glass jointly established Zhuhai Singyes Green Building Technology Co., Ltd. (“Zhuhai Singyes”, formerly known as Zhuhai Singyes Curtain Wall Engineering Co., Ltd) with Zhuhai City Township Enterprise. Since November 2003, Mr. Liu has been an executive Director of the Company. From August 1995 to October 2007, Mr. Liu was appointed as Zhuhai Singyes’ general manager, taking charge of general supervision and control of technologies. In December 2000, Mr. Liu was certified as a Level 1 Project Manager by the Guangdong Province Construction Bureau. In January 2001, Mr. Liu was certified as a Senior Engineer in respect of construction materials by the Guangdong Province Personnel Bureau. In 2003, Mr. Liu became an adjunct professor of Wuhan University of Technology. In August 2004, Mr. Liu was appointed as one of the experts to the Standardisation Technical Committee of the PRC Ministry of Construction for Curtain Walls, Doors and Windows. Mr. Liu is currently a member of the Standing Committee of the Zhuhai Municipal People’s Congress of the PRC. Mr. Liu is also a director of Strong Eagle Holdings Ltd. which is the controlling shareholder of the Company. – 119 –

Sun Jinli, aged 53, is our Deputy Chairman and an executive Director. He joined our Group in August 1995. He is responsible for formulating the overall sales and marketing strategies of our Group and the new material business. Mr. Sun has more than nine years’ experience in the glass manufacturing sector and more than 16 years’ experience in the curtain wall engineering sector. After obtaining a bachelor’s degree in engineering in July 1986 from Wuhan Industrial University, now known as Wuhan University of Technology, majoring in inorganic materials engineering, Mr. Sun worked at Beijing Electronics Factory as a technician until 1989. From 1989 to 1995, Mr. Sun was the manager of the production department of Zhuhai Singyes Safety Glass. From August 1995 to January 2001, Mr. Sun was a project manager of Zhuhai Singyes, responsible for the development and management of business projects. From January 2001 to October 2007, Mr. Sun was the deputy general manager of Zhuhai Singyes, responsible for planning the overall sales and marketing strategy of Zhuhai Singyes and our Group. Since March 2005, Mr. Sun has been an executive Director of our Company. Since 2007, Mr. Sun has also been working as the general manager of Singyes Renewable Energy. In December 1994, Mr. Sun was certified as an engineer by the Guangdong Province Zhuhai Designation Reform Committee. In March 2002, Mr. Sun was certified as a Level 1 Project Manager by the PRC Ministry of Construction. In December 2007, Mr. Sun was registered as a constructor by the Ministry of Construction. Mr. Sun is also a director of Strong Eagle Holdings Ltd., which is the controlling shareholder of the Company. Xie Wen, aged 52, is our executive Director. He joined our Group in August 1995. He is responsible for supervision at our work-sites and research and development of BIPV technologies, the conventional business and renewable energy business. Mr. Xie has more than 16 years’ experience in curtain wall engineering sector. Mr. Xie graduated from Zhengzhou Textile Engineering College majoring in mechanical engineering (textile machinery) in 1987. From 1987 to 1994, Mr. Xie worked at the Equipment Energy Team in Hunan Shaoyang No. 2 Textile Machinery Factory. Mr. Xie joined Zhuhai Singyes in August 1995 as a project manager, responsible for the development and management of business projects of Zhuhai Singyes. From January 2003 to September 2007, Mr. Xie was the deputy general manager of Zhuhai Singyes, in charge of technical guidance and supervision at various worksites. In October 2007, Mr. Xie became the general manager of Zhuhai Singyes. In December 2002, Mr. Xie was certified as a Level 1 Project Manager by the PRC Ministry of Construction. In June 2004, Mr. Xie was certified as a senior engineer in respect of machinery by the Guangdong Province Personnel Bureau. In February 2008, Mr. Xie was registered as a constructor by the PRC Ministry of Construction. Mr. Xie is also a director of Strong Eagle Holdings Ltd. which is the controlling shareholder of the Company. Non-executive Directors Li Huizhong, aged 64, was appointed as non-executive Director of our Company on 1 July 2011. Prior to this appointment, he was a vice general manager of Zhuhai Singyes Green Building Technology Co., Ltd (“Zhuhai Singyes”), a subsidiary of the Company and retired from his position in Zhuhai Singyes in 2010. Mr. Li obtained a bachelor’s degree in Economics from Heilongjiang Radio and Television University in July 1986. Prior to joining the Group in 2000, Mr. Li was the general manager of the Zhuhai office of Daqing Petroleum Administrative Bureau. – 120 –

Cao Zhirong, aged 43, is a non-executive Director. He joined our Group in September 2009. Currently Mr. Cao is a director of BNP Paribas Equities (Asia) Limited Shanghai Representative Office. Previously he worked at ICEA Capital Limited and Wing Lung Finance Limited and has approximately 15 years of experience in investment banking. Mr. Cao obtained a master degree in business administration from Shanghai University of Finance and Economics. Independent Non-executive Directors Wang Ching, aged 64, was appointed as an independent non-executive director of our Company in December 2008. Dr. Wang has near 20 years’ managerial experience in investment banking, securities, treasury and asset management in the United States, Hong Kong, Taiwan and the PRC. He was the president of Investment and Proprietary Trading Group for Jih Sun Financial Holding Co. Ltd. in Taiwan, the managing director of JS Cresvale Securities International Limited, the managing director of SinoPac Securities Asia Ltd. in Hong Kong, SEVP of SinoPac Securities Co. Ltd. in Taiwan, the director of Investment Banking Department at Standard Chartered Bank Hong Kong and the associate director of Bear Stearns & Co. Inc., New York and Hong Kong. Dr. Wang currently is the managing director of Shanghai International Asset Management (HK) Co. Ltd., a licensed corporation registered with Hong Kong Securities and Futures Commission. He is also the executive director of Shanghai International Shanghai Growth Investment Limited, an investment fund company listed on The Stock Exchange (stock code: 770). Dr. Wang obtained his master degree in business administration from the University of Houston and his Ph.D. in finance from Columbia University in the city of New York. Yick Wing Fat, Simon, aged 59, is our independent non-executive director and chairman of the Audit Committee. Mr. Yick holds a Bachelor’s degree in Business Administration from the Chinese University of Hong Kong, majoring in Accounting. He is a fellow of the Hong Kong Institute of Certified Public Accountants and the Chartered Association of Certified Accountants in England. Mr. Yick has over 30 years of experience in audit, direct investment, investment banking and corporate advisory services. Mr. Yick also serves as an independent non-executive director and chairman of the audit committee of Shenzhen Neptunus Interlong Bio-technique Co., Ltd. and Shanghai International Shanghai Growth Investment Limited (both are listed on the Stock Exchange). Since August 2015, Mr. Yick has been appointed as independent non-executive director, convener of the nomination committee and member of the strategy committee and the audit committee of Chengdu Xingrong Environment Co., Ltd., a company listed on the Shenzhen Stock Exchange. Cheng Jinshu, aged 65, was appointed as an independent non-executive Director of our Company in December 2008. Mr. Cheng is the professor director of Science and Technology Division and director of the Green Construction Material & Manufacture Project Research Institute of the Ministry of Education of Wuhan University of Technology. He was the vice-dean of the Material Project Department, vice-dean of the Material College and vice-director of Silicate Material Project, key laboratory of the Ministry of Education at Wuhan University of Technology. Mr. Cheng graduated from the Hubei Construction Industry College, now known as Wuhan University of Technology, majoring in glass fiber in September 1976. Mr. Cheng has 34 years’ education and academic research experience relating to construction materials.

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Senior Management Xiong Shi, aged 54, is the Chief Engineer of our Group. He is responsible for the overall research and development of technology. He has more than 12 years’ experience in the glass manufacturing sector and more than 16 years’ experience in the curtain wall engineering sector. Mr. Xiong joined our Group as a project manager in August 1995. From November 2001, Mr. Xiong assumed the position of Chief Engineer of Zhuhai Singyes until August 2007. Prior to joining our Group, Mr. Xiong was the manager of the quality testing department at Zhuhai Singyes Safety Glass from 1988 to 1995. Mr. Xiong also worked as a technical officer at a state-owned glass manufacturing enterprise, Xiangfan City Glass Factory, from 1986 to 1988. Mr. Xiong was certified as a Level 1 Project Manager by the PRC Ministry of Construction in December 2000. Mr. Xiong was certified as a senior engineer in respect of construction materials by the Guangdong Province Personnel Bureau in December 2001. Mr. Xiong obtained a bachelor’s degree in engineering from Wuhan Industrial University, now known as Wuhan University of Technology, majoring in inorganic materials engineering in July 1986. In December 2007, Mr. Xiong was registered as a constructor by the PRC Ministry of Construction. Zhuo Jianming, aged 56, is the deputy general manager of Zhuhai Singyes. He has approximately 14 years’ experience in the curtain wall engineering sector. He joined our Group as project manager in February 2000. From January 2001, Mr. Zhuo assumed the position of deputy general manager of production of Zhuhai Singyes. Prior to joining our Group, Mr. Zhuo was certified as a Level 1 Project Manager by the PRC Ministry of Construction in March 2002. Mr. Zhuo obtained a bachelor’s degree in engineering and construction from Xi’an Jiaotong University in 1983. Zhao Feng, aged 52, has been the deputy general manager of Zhuhai Singyes since August 2007. He is also a director of Zhuhai Singyes. He joined the Group as a sales and marketing manager in December 2002. He has approximately 12 years of experience in the construction sector and approximately 11 years’ experience in the curtain wall engineering sector. Prior to joining the Group, Mr. Zhao worked as an engineer at Hubei Province Shashi Construction Materials Scientific Research Institute from 1987 to 1995. Mr. Zhao was certified as a Senior Engineer in respect of construction materials by the Guangdong Province Personnel Bureau in December 2004. Mr. Zhao obtained a bachelor’s degree in Engineering from Wuhan Industrial University, now known as Wuhan University of Technology, majoring in materials science in July 1987. Mr. Zhao became the general manager of Zhuhai Singyes Renewable Energy Co., Ltd, and responsible for managing its daily operation. Zhang Chao, aged 45, is the operating general manager of Zhuhai Singyes. He is responsible for overall operations of the conventional business. Mr. Zhang joined our Group in December 2002 as the manager of the business department of Zhuhai Singyes. He has approximately 12 years of experience in the construction sector and approximately 11 years’ experience in the curtain wall engineering sector. Mr. Zhang graduated from Qiqihaer Railway Transportation Employee University majoring in industry and civil construction in July 1995. Prior to joining the Group, Mr. Zhang worked as a construction budgeteer at Heilongjiang Province Hei He City Railway (Group) Company from 1995 to 2002. In January 2006, Mr. Zhang was certified as a constructor by the Guangdong Province Personnel Bureau. Mr. Zhang was also certified as a National Construction Appraiser by the Construction Department in 2003 and construction engineer by Zhuhai Personnel Bureau in 2005. In December 2007, Mr. Zhong was registered as a constructor by the PRC Ministry of Construction. – 122 –

Luo Duo, aged 38, is the chief engineer of Zhuhai Singyes. She is primarily responsible for the R&D of conventional business and new material business. She joined our Group as a designer in July 2001. She has approximately 12 years of experience in the curtain wall engineering sector. Ms. Luo worked as the vice-director of design institute of Zhuhai Singyes from November 2004 to December 2006 and as the director of the design institute from January 2007 to January 2008. In February 2008 she was appointed as the chief engineer of Zhuhai Singyes. Ms. Luo was certified as a Class 2 Registered Structural Engineer by the PRC Ministry of Construction in January 2005. Ms. Luo was certified as a Plan-Design Engineer by the Zhuhai Personnel Bureau in February 2008. Ms. Luo obtained a bachelor’s degree in Construction Engineering from Qingdao Construction Engineery College in July 2001. Liang Bingqiang, aged 40, is the deputy general manager of Zhuhai Singyes and responsible for the development of the overseas market. He has more than 13 years of experience in the curtain wall engineering sector. He joined our Group as a designer in April 2002. Mr. Liang worked as the director of design department of Zhuhai Singyes Beijing representative office from July 2004 to July 2006 and he worked for Zhongshan Shengxing Curtain Wall Company Ltd from August 2000 to March 2002. In August 2006, he was appointed as the manager of the photo-electricity business department of Zhuhai Singyes. In April 2008, he was appointed as the deputy general manager of Singyes Renewable Energy. Mr. Liang was certified as an Assistant Engineer by the Zhongshan Personnel Bureau in October 2001. Mr. Liang was certified as a Construction Design Engineer by the Zhuhai Personnel Bureau in January 2006. Mr. Liang obtained a bachelor’s degree in construction engineering from Tianjin Institute of Urban Construction in July 2000. Yu Chon Man, aged 39, was appointed as the financial controller, qualified accountant and company secretary of our Company in June 2008. He is responsible for financial reporting and general investor affairs of our Company. He has approximately 16 years of experience in financial accounting. Mr. Yu is a member of the Hong Kong Institute of Certified Public Accountants and a fellow member of the Association of Chartered Certified Accountants. Prior to joining us, he had approximately seven years of working experience with international audit firms and was mainly responsible for financial auditing, internal control reporting and compliance advisory. He graduated from the Hong Kong Polytechnic University with a bachelor’s degree (Hons) in accountancy in 2001. Mr. Yu also serves as an independent non-executive director and chairman of audit committee of Time2U International Holding Limited (stock code: 1327). Company Secretary Yu Chon Man, is our company secretary. For further details regarding Mr. Yu, please see the paragraph headed “Senior Management” above.

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Corporate Governance Practices The Directors recognise the importance of incorporating elements of good corporate governance in the management structures and internal control procedures of the Group so as to achieve effective accountability. The Directors consider that, for the year ended 31 December 2015, the Company has applied the principles and complied with all the applicable code provisions set out in the Code on Corporate Governance Practices (the “Code”) contained in Appendix 14 of the Listing Rules, except for the deviation from paragraph A.2.1 of the Code, which provides that the roles of chairman and Chief Executive Officer should be separated and should not be performed by the same individual. Mr. Liu Hongwei, the Chairman of the Group, is responsible for the leadership and effective running of the board of Directors (“the Board”), ensuring that all material issues are decided by the Board in a conducive manner. Mr. Liu Hongwei is also responsible for running the Group’s business and effective implementation of the strategies of the Group. The Company is aware of the requirement under paragraph A.2.1 of the Code, but the Board considers that the combination of the roles of Chairman and Chief Executive Officer will not impair the balance of power and authority between the Board and the management of the Company as the Board will meet regularly to consider major matters affecting the operations of the Group. The Board is of the view that this structure provides the Group with strong and consistent leadership, which can facilitate the formulation and implementation of its strategies and decisions and enable it to grasp business opportunities and react to changes efficiently. Moreover, the Board considers that the sufficient measures have been taken and it will not impair the balance of power and authority between the Board and the management. As such, it is beneficial to the business prospects of the Group. Therefore Mr. Liu Hongwei is performing the roles of both Chairman and Chief Executive Officer. In accordance with the requirements of the Listing Rules, the Company has established an audit committee in compliance with paragraph C.3 of the Code to oversee the financial reporting system and internal control procedures of the Group so as to ensure compliance with the Listing Rules. It has also established a nomination committee and a remuneration committee with defined terms of reference. The Directors are committed to upholding the corporate governance practices of the Company to ensure formal and transparent procedures are in place to protect and maximise the interests of the shareholders of the Company. Board of Directors The Board takes responsibility to oversee all major matters of the Company, including the formulation and approval of overall business strategies, internal control and risk management systems, and supervising and monitoring the performance of the senior management who are delegated with the authority and responsibility for day-to-day management and operation of the Company. The Directors have the responsibility to act objectively in the interests of the Company. Currently, the Board comprises eight Directors, including three executive Directors, namely, Mr. LIU Hongwei, who is also the Chairman of the Company, Mr. SUN Jinli and Mr. XIE Wen, two non-executive Directors, namely, Mr. LI Huizhong and Mr. CAO Zhirong and three independent non-executive Directors, namely, Mr. YICK Wing Fat, Simon, Mr. WANG Ching, and Mr. CHENG Jinshu. – 124 –

The Board has a strong independent element in its composition with over half of the board members are non-executive Directors and independent non-executive Directors to ensure that all decisions of the Board are made in the best interest of the Group’s long-term development. The Board has delegated various responsibilities to the Board committees including the audit committee (the “Audit Committee”), the remuneration committee (the “Remuneration Committee”) and the nomination committee (the “Nomination Committee”) (collectively, the “Board Committees”). The composition of the Board is well balanced with each Director having sound board level experience and expertise relevant to the business operations and development of the Group. The Board is comprised of members with extensive business, government, regulatory and policy experience from a variety of backgrounds. There is diversity of nationality, ethnicity, educational background, functional expertise and experience. A Board Diversity Policy was adopted by the Board in 2013. Board Meetings The Company will adopt the practice of holding board meetings regularly for at least four times a year at approximately quarterly intervals. Ad-hoc meetings will also be convened if necessary to discuss the overall strategy as well as the operation and financial performance of the Group. Notice of board meeting will be sent to all Directors at least 14 days prior to a regular board meeting. Reasonable notices will also be given to the directors for ad-hoc board meetings. Directors may participate either in person or through electronic means of communications. The Company will adopt the practice to provide relevant materials to all the Directors relating to the matters brought before the meetings. All the Directors will be provided with sufficient resources to discharge their duties, and, upon reasonable request, the Directors will be able to seek independent professional advice in appropriate circumstances, at the Company’s expenses. All Directors will have the opportunity to include matters in the agenda for Board meetings. Measures to ensure the fulfilment of the responsibilities of Directors All Directors of the Board have served in office during the period under review. Every Director commits to give sufficient time and attention to the affairs of the Company. The Directors also demonstrate their understanding and commit to high standards of corporate governance. The executive Director brings his perspectives to the Board through his deep understanding of the Group’s business. The non-executive Directors and the independent non-executive Directors contribute their own skills and experience, understanding of local and global economies, and knowledge of capital markets to the Group’s business. The Company is responsible for arranging and funding suitable continuous professional development programmes for all Directors to hone and refresh their knowledge and skills.

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Each newly appointed Director, executive or non-executive, is required to undertake an induction programme to ensure that he has a proper understanding of his duties and responsibilities. The induction programme includes an overview of the Group’s business operation and governance policies, the Board meetings’ procedures, matters reserved to the Board, an introduction of the Board committees, the Directors’ responsibilities and duties, relevant regulatory requirements, review(s) of minutes of the Board and Board committees in the past 12 months, and briefings with senior officers of the Group and site visits (if necessary). Pursuant to paragraph A.6.5 of the Code, all Directors should participate in continuous professional development to develop and refresh their knowledge and skills. This is to ensure their contribution to the Board remains informed and relevant. During the year of 2015, all Directors had participated in appropriate continuous professional development activities by ways of attending training and/or reading materials relevant to the Company’s business or to the Directors’ duties and responsibilities. The company secretary of the Company maintains records of training attended by the Directors. Board Committees Audit Committee The Company established the Audit Committee pursuant to a resolution of the Directors passed on 19 December 2008 in compliance with Rules 3.21 to 3.23 of the Listing Rules and paragraph C.3 of the Code. The primary duties of the Audit Committee are to oversee the financial reporting process and internal control procedure of the Group, to review the financial information of the Group and to consider issues relating to the external auditor. The Audit Committee consists of the three independent non-executive Directors, namely, Dr. Wang Ching, Mr. Yick Wing Fat, Simon and Mr. Cheng Jinshu. Mr. Yick Wing Fat, Simon is the Chairman of the Audit Committee. The Audit Committee has reviewed the Group’s consolidated financial statements for the six months ended 30 June 2015 and for the year ended 31 December 2015, the accounting principles and practices adopted by the Group and the system of internal control. Remuneration Committee The Company established the Remuneration Committee pursuant to a resolution of the Directors passed on 19 December 2008 in compliance with paragraph B.1 of the Code. The primary duties of the Remuneration Committee are to make recommendations to the Board on the Company’s policy for remuneration of Directors and senior management and on the establishment of a formal and transparent procedure for developing policy on such remuneration and for fixing the remuneration packages for all Directors. The Remuneration Committee consists of four members, including three independent non-executive Directors and the Chairman of the Board, namely, Mr. Cheng Jinshu, Mr. Yick Wing Fat, Simon, Mr. Wang Ching and Mr. Liu Hongwei. The Remuneration Committee is chaired by Mr. Cheng Jinshu.

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Nomination Committee The Company established a Nomination Committee pursuant to a resolution of the Directors passed on 19 December 2008 in compliance with Recommended Best Practices of paragraph A.5 of the Code. The primary duties of the Nomination committee include reviewing the structure, size and composition of the Board on a regular basis and making recommendations to the Board regarding any proposed changes. The Nomination Committee consists of five members, including three independent non-executive Directors and two executive Directors, namely Mr. Liu Hongwei, Mr. Xie Wen, Mr. Wang Ching, Mr. Yick Wing Fat, Simon and Mr. Cheng Jinshu. The Nomination Committee is chaired by Mr. Liu Hongwei. Nomination procedures include identification and acknowledgement of qualified individuals by the Nomination Committee and review and approval of such nomination by the Board. The Nomination Committee will evaluate potential candidates by considering factors such as professional expertise, relevant experience, personal ethics and integrity. Adoption of Code of Conduct Regarding Director’s Securities Transactions The Company has adopted the Model Code for Securities Transactions by Directors of Listed Companies (the “Model Code”) as set out in Appendix 10 of the Listing Rules as the standard for securities transactions by Directors. The Company has made specific enquiries of all the Directors and all the Directors confirmed that they have complied with the required standards set out in the Model Code and its code of conduct regarding directors’ securities transactions throughout the year of 2015. Internal Control The Group appointed Shinewing Risk Services Limited to review the effectiveness of the Group’s internal control system for the year ended 31 December 2015. The Group is also in the process of improving and establishing the internal control manual to enhance its internal control system. The Board acknowledges that it is the responsibility of the Board for the Group’s system of internal control and for reviewing its effectiveness, and, in particular, considering the adequacy of resources, qualifications and experience of staff of the Group’s accounting and financial reporting function, and the training programmes and budget. The Board will conduct periodic review on the progress of the improvement and endeavor to enhance the internal control measures of the Group.

– 127 –

DESCRIPTION OF OTHER MATERIAL INDEBTEDNESS AND OTHER OBLIGATIONS To fund the Group’s operations and working capital requirements, the Group has entered into financing agreements with various financial institutions. As at 30 June 2016, the Group’s bank borrowings amounted to RMB2,791.2 million. Further, the Company completed the issue of RMB930 million 5% USD settled convertible bonds due 2019 on 8 August 2014, the issue of RMB560,000,000 7.875% senior notes due 2017 on 21 November 2014 and the placing of HK$250 million 7.75% senior notes due 2018 on 9 February 2015. Set forth below is a summary of the material terms and conditions of these loans and other indebtedness. Bank borrowings As at 30 June 2016, the outstanding borrowings comprised bank and other loans of RMB2,791.2 million with effective interest rates ranging from Hong Kong Inter Bank Offered Rate (“HIBOR”) + 0.95% to HIBOR + 4% for property mortgage loan and revolving loans in Hong Kong and London Inter Bank Offered Rate (“LIBOR”) + 1.5% to LIBOR + 3.75% for syndicated loans and term loans in Hong Kong. Interest rates for domestic loans inside Mainland China were ranging from 3.92%-9.55%. Apart from the bank and other borrowings, the Group also had outstanding RMB924 million of convertible bonds with coupon rate of 5% per annum, RMB560 million and HKD250 million of senior notes with coupon rate of 7.875% and 7.75% per annum, respectively. All of them are unsecured. 5% Convertible Bonds due 2019 On 8 August 2014, the Company completed the issue of RMB930 million 5% USD settled convertible bonds due 2019 (“Convertible Bonds”). The Company repurchased RMB6 million Convertible Bonds in September 2015. As at 30 November 2016, an aggregate nominal value of RMB924 million of Convertible Bonds are outstanding. Conversion Subject to certain conditions, the holders of the Convertible Bonds have the right to convert their Convertible Bonds into the Shares (“Conversion Shares”) at the conversion price (“Conversion Price”) at any time on and after 18 September 2014 up to the close of business (at the place where the certificate evidencing such Convertible Bond is deposited for conversion) on the day falling 10 days prior to the maturity date (both days inclusive) (but, except as provided in the Conditions, in no event thereafter) or if such Convertible Bond shall have been called for redemption before the maturity date, then up to the close of business (at the place aforesaid) on a date no later than seven days (at the place aforesaid) prior to the date fixed for redemption thereof. The number of Conversion Shares to be issued on conversion of a Convertible Bond will be determined by dividing the principal amount of the Convertible Bond to be converted by the Conversion Price in effect at the relevant conversion date. – 128 –

Conversion Price The price at which Conversion Shares will be issued upon conversion shall initially be HK$16.11 per Conversion Share. The Conversion Price is subject to adjustment for, amongst other things, consolidation, subdivision or reclassification, capitalisation of profits or reserves, distributions, rights issues of Shares or options over Shares at less than the then current market price, rights issues of other securities, issues at less than 95% of the then current market price, other issues at less than 95% of the then current market price, modification of rights of conversion price of securities to less than the then current market price, other offers to shareholders of the Company and other dilutive events, subject to certain exceptions. The Conversion Price may not be reduced so that, on conversion of the Convertible Bonds, Conversion Shares would fall to be issued at a discount to their nominal value unless under applicable law then in effect the Convertible Bonds may be converted at such reduced Conversion Price into legally issued, fully paid and non-assessable Shares. Pursuant to provision of the adjustments to the Conversion Price as stated in the terms and conditions of the Convertible Bonds, the Conversion Price has been adjusted to HK$15.72 per Share with effect from 20 July 2016 as a result of the Company’s rights issue which was completed on 18 July 2016 and considering the effect of the 2015 final dividends. Adjustment upon Change of Control If a change of control shall occur, the Company shall give notice of that fact to the holders of the Convertible Bonds within 7 days after it becomes aware of such change of control. Following the giving of a change of control notice, upon any exercise of conversion rights such that the relevant conversion date falls within 30 days following a change of control, or, if later, 30 days following the date on which the change of control notice is given to the holders of Convertible Bonds, the Conversion Price shall be adjusted in accordance with the following formula:

NCP =

OCP 1 + (CP x c/t)

where: “NCP”

means the new Conversion Price.

“OCP”

means the Conversion Price in effect on the relevant conversion date.

“CP”

means 32.50% expressed as a fraction.

“c”

means the number of days from and including the date the change of control occurs to but excluding the maturity date.

“t”

means the number of days from and including 8 August 2014 to but excluding the maturity date,

provided that the Conversion Price shall not be reduced below the level permitted by applicable laws and regulations from time to time (if any). – 129 –

Ranking of Conversion Shares The Conversion Shares will be fully paid and will in all respects rank pari passu with the fully paid Shares in issue on the date the name of the holder of record of the number of Shares issuable upon conversion are registered as such in the register of members of the Company. Redemption at Maturity Unless previously redeemed, converted or purchased and cancelled, the Company will redeem each Convertible Bond at the USD equivalent of 100% of its principal amount together with accrued and unpaid interest thereon on the maturity date. The Company may not redeem the Convertible Bonds at its option prior to that date except as provided below. Redemption at the option of The Company may, having given not less than 30 nor more than 60 days’ the Company notice to the holders of Convertible Bonds and the trustee (which notice will be irrevocable), redeem the Convertible Bonds in whole and not in part at the USD equivalent of their principal amount together with interest accrued to such date but unpaid: (i) at any time after 8 August 2017 but not less than 14 days prior to the maturity date, provided that the closing price of a Share (translated into RMB at RMB:HKD Spot Rate) for 20 out of the 30 consecutive trading days ending on a date which is no more than three trading days immediately prior to the date of such notice is given, was at least 130% of the Conversion Price then in effect (translated into RMB at the fixed rate of RMB0.8010 = HK$1.000). On giving not less than 30 nor more than 90 days’ notice to the holders of Convertible Bonds and the trustee (which notice will be irrevocable), the Company may at any time redeem all, but not some only, of the Convertible Bonds for the time being outstanding at the USD equivalent of the RMB principal amount plus accrued and unpaid interest to such date provided that prior to the date of such notice at least 90 per cent. in RMB principal amount of the Convertible Bonds originally issued has already been converted, redeemed or purchased and cancelled. Redemption for taxation reasons At any time the Company may, having given not less than 30 nor more than 60 days’ notice to the holders of Convertible Bonds and the trustee (which notice will be irrevocable) redeem the Convertible Bonds in whole but not in part at the USD equivalent of their principal amount together with interest accrued to such date but unpaid, if (i) the Company satisfies the trustee immediately prior to the giving of such notice that the Company has or will become obliged to pay additional tax as a result of any change in, or amendment to, the laws or regulations of Bermuda, the PRC or Hong Kong, or any political subdivision or any authority thereof or therein having power to tax, or any change in the general application or official interpretation of such laws or regulations, which change or amendment becomes effective on or after 16 July 2014, and (ii) such obligation cannot be avoided by the Company taking reasonable measures available to it, provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Company would be obliged to pay such additional tax were a payment in respect of the Convertible Bonds then due. Redemption at the option of the holders The Company will, at the option of any holder of Convertible Bonds, redeem all or some of that Convertible Bonds on 8 August 2017 at the USD equivalent of their principal amount together with interest accrued to such date but unpaid. – 130 –

Redemption for Relevant Event Each holder of Convertible Bonds shall have the right to require the Company to redeem all but not some of such Convertible Bonds at the USD equivalent of their principal amount together with interest accrued to such date but unpaid when (i) the Shares cease to be listed or admitted to trading or are suspended for a period equal to or exceeding 20 consecutive trading days on a relevant stock exchange or (ii) there is a change of control. Transferability The Convertible Bonds will be freely transferable, subject to certain restricted transfer periods. Form and Denomination The Convertible Bonds are issued in registered form in the denomination of RMB1,000,000 each and integral multiples thereof. Upon issue, the Convertible Bonds will be initially represented by a Global Certificate representing Convertible Bonds registered in the name of a nominee of, and deposited with a common depositary for, Euroclear Bank SA/NV and Clearstream Banking, société anonyme. Status The Convertible Bonds constitute direct, unsubordinated, unconditional and (subject to the negative pledge) unsecured obligations of the Company and shall at all times rank pari passu and without any preference or priority among themselves. The payment obligations of the Company under the Convertible Bonds shall, save for such exceptions as may be provided by mandatory provisions of applicable legislation and subject to the negative pledge, at all times rank at least equally with all of its other present and future unsubordinated and unsecured obligations. Negative Pledge So long as any Convertible Bond remains outstanding, the Company will not, and will ensure that none of its subsidiaries will create, or have outstanding, any mortgage, charge, lien, pledge or other security interest upon the whole or any part of its present or future undertaking, assets or revenues (including any uncalled capital) to secure any relevant indebtedness, or to secure any guarantee or indemnity in respect of any relevant indebtedness, without at the same time or prior thereto according to the Convertible Bonds the same security as is created or subsisting to secure any such relevant indebtedness, guarantee or indemnity or such other security as either (x) the trustee shall in its absolute discretion deem not materially less beneficial to the interests of the holders of Convertible Bonds or (y) shall be approved by an extraordinary resolution of the holders of Convertible Bonds.

– 131 –

7.875% Senior Notes due 2017 On 14 November 2014, the Company entered into a purchase agreement (“Purchase Agreement”) in connection with the issue by the Company of the RMB560,000,000 7.875% senior notes due 2017 (“2017 Notes”). Ranking The 2017 Notes are: •

general obligations of the Company;

•

senior in right of payment to any existing and future obligations of the Company expressly subordinated in right of payment to the 2017 Notes;

•

at least pari passu in right of payment with all other unsecured, unsubordinated indebtedness of the Company (subject to any priority rights of such unsubordinated indebtedness pursuant to applicable law);

•

guaranteed by the 2017 Notes Subsidiary Guarantors (as defined below) and 2017 Notes JV Subsidiary Guarantors (if any) (as defined below) on a senior basis, subject to certain limitations;

•

effectively subordinated to secured obligations (if any) of the Company and the Subsidiary Guarantors and the JV Subsidiary Guarantors, to the extent of the value of the assets serving as security therefor; and

•

effectively subordinated to all existing and future obligations of the subsidiaries of the Company which are not Subsidiary Guarantors.

Subsidiary Guarantees and JV Subsidiary Guarantees Certain subsidiaries of the Company will provide a guarantee for the payment of the 2017 Notes (“2017 Notes Subsidiary Guarantors”). The Company may also designate certain subsidiaries to provide a limited-recourse guarantee under circumstances as set out in the Purchase Agreement in the future (“2017 Notes JV Subsidiary Guarantors”). Each of the 2017 Notes Subsidiary Guarantors and 2017 Notes JV Subsidiary Guarantors (if any) will, jointly and severally, guarantee the due and punctual payment of the principal of, premium, if any, and interest on, and all other amounts payable under, the 2017 Notes. Optional Redemption At any time prior to the maturity date, the Company may at its option redeem the 2017 Notes, in whole but not in part, at a redemption price equal to 100% of the principal amount of the 2017 Notes plus the applicable premium as of, and accrued and unpaid interest, if any, to the redemption date. – 132 –

At any time and from time to time prior to the maturity date, the Company may redeem up to 35% of the aggregate principal amount of the 2017 Notes at a redemption price of 107.875% of the principal amount of the 2017 Notes, plus accrued and unpaid interest, if any, to (but not including) the redemption date, with the proceeds from sales of certain kinds of its capital stock, subject to certain conditions. Repurchase of 2017 Notes upon a Change of Control No later than 30 days following a change of control, the Company will make an offer to repurchase all outstanding 2017 Notes at a purchase price equal to 101% of their principal amount plus accrued and unpaid interest, if any, to (but not including) the offer to repurchase payment day. Redemption for Taxation Reason Subject to certain exceptions, the Company may redeem the 2017 Notes, as a whole but not in part, at a redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to the date fixed by the Company for redemption, if the Company or a 2017 Notes Subsidiary Guarantor or a 2017 Notes JV Subsidiary Guarantor (if any) would become obligated to pay certain additional amounts as a result of certain changes in specified tax laws or certain other circumstances. Transfer Restrictions The 2017 Notes will not be registered under the Securities Act or under any state securities laws of the United States and will be subject to customary restrictions on transfer and resale. 7.75% Senior Notes due 2018 On 30 January 2015, the Company entered into a placing agreement (“Placing Agreement”) in connection with the issue and placing by the Company of HK$250 million 7.75% senior notes due 2018 (“2018 Notes”). Ranking The 2018 Notes are •

general obligations of the Company;

•

senior in right of payment to any existing and future obligations of the Company expressly subordinated in right of payment to the 2018 Notes;

•

at least pari passu in right of payment with all other unsecured, unsubordinated indebtedness of the Company (subject to any priority rights of such unsubordinated indebtedness pursuant to applicable law);

•

guaranteed by the Subsidiary Guarantors (as defined below) and JV Subsidiary Guarantors (if any) (as defined below) on a senior basis, subject to certain limitations; – 133 –

•

effectively subordinated to secured obligations (if any) of the Company and the Subsidiary Guarantors and the JV Subsidiary Guarantors, to the extent of the value of the assets serving as security therefor; and

•

effectively subordinated to all existing and future obligations of the subsidiaries of the Company which are not Subsidiary Guarantors.

Subsidiary Guarantees and JV Subsidiary Guarantees Certain subsidiaries of the Company will provide a guarantee for the payment of the 2018 Notes (“Subsidiary Guarantors”). The Company may also designate certain subsidiaries to provide a limited-recourse guarantee under circumstances as set out in the Placing Agreement in the future (“JV Subsidiary Guarantors”). Each of the Subsidiary Guarantors and JV Subsidiary Guarantors (if any) will, jointly and severally, guarantee the due and punctual payment of the principal of, premium, if any, and interest on, and all other amounts payable under, the 2018 Notes. Optional Redemption At any time prior to the maturity date, the Company may at its option redeem the 2018 Notes, in whole but not in part, at a redemption price equal to 100% of the principal amount of the 2018 Notes plus the applicable premium as of, and accrued and unpaid interest, if any, to the redemption date. At any time and from time to time prior to the maturity date, the Company may redeem up to 35% of the aggregate principal amount of the 2018 Notes at a redemption price of 107.75% of the principal amount of the 2018 Notes, plus accrued and unpaid interest, if any, to (but not including) the redemption date, with the proceeds from sales of certain kinds of its capital stock, subject to certain conditions. Repurchase of 2018 Notes upon a Change of Control No later than 30 days following a change of control, the Company will make an offer to repurchase all outstanding 2018 Notes at a purchase price equal to 101% of their principal amount plus accrued and unpaid interest, if any, to (but not including) the offer to repurchase payment day. Redemption for Taxation Reason Subject to certain exceptions, the Company may redeem the 2018 Notes, as a whole but not in part, at a redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to the date fixed by the Company for redemption, if the Company or a Subsidiary Guarantor or a JV Subsidiary Guarantor (if any) would become obligated to pay certain additional amounts as a result of certain changes in specified tax laws or certain other circumstances. Transfer Restrictions The 2018 Notes will not be registered under the Securities Act or under any state securities laws of the United States and will be subject to customary restrictions on transfer and resale. – 134 –

Other Obligations The Group has also incurred, and will continue to incur from time to time, other obligations, including contingent obligations and trade payables. You should refer to the section entitled “Management’s Discussion of Financial Condition and Results of Operations”.

– 135 –

DESCRIPTION OF THE NOTES For purposes of this “Description of the Notes,” the term “Company” refers to China Singyes Solar Technologies Holdings Limited, and any successor obligor on the Notes, and not to any of its Subsidiaries or Affiliates. Each Subsidiary of the Company which Guarantees the Notes is referred to as a “Subsidiary Guarantor,” and each such Guarantee is referred to as a “Subsidiary Guarantee.” Each Subsidiary of the Company that in the future provides a JV Subsidiary Guarantee (as defined below) is referred to as a “JV Subsidiary Guarantor.” The Notes are to be issued under an indenture (the “Indenture”), to be dated as of the Original Issue Date, among the Company, the Subsidiary Guarantors, as guarantors, and The Hongkong and Shanghai Banking Corporation Limited, as trustee (the “Trustee”). The following is a summary of the material provisions of the Indenture, the Notes, the Subsidiary Guarantees and the JV Subsidiary Guarantees. This summary does not restate those agreements in their entirety and is subject to, and qualified in its entirety by reference to the provisions of the Indenture, the Notes, the Subsidiary Guarantees and the JV Subsidiary Guarantees, including the definitions of certain terms therein. Copies of the Indenture will be available on or after the Original Issue Date at Level 30, HSBC Main Building, 1 Queen’s Road Central, Hong Kong. BRIEF DESCRIPTION OF THE NOTES The Notes are: •

general obligations of the Company;

•

senior in right of payment to any existing and future obligations of the Company expressly subordinated in right of payment to the Notes;

•

at least pari passu in right of payment with all other unsecured, unsubordinated Indebtedness of the Company (subject to any priority rights of such unsecured, unsubordinated Indebtedness pursuant to applicable law);

•

guaranteed by the Subsidiary Guarantors and JV Subsidiary Guarantors, if any, on a senior basis, subject to the limitations described below under the caption “— The Subsidiary Guarantees and the JV Subsidiary Guarantees” and in “Risk Factors — Risks Relating to the Subsidiary Guarantees and the JV Subsidiary Guarantees;”

•

effectively subordinated to the secured obligations (if any) of the Company and the Subsidiary Guarantors and the JV Subsidiary Guarantors (if any), to the extent of the value of the assets serving as security therefor; and

•

effectively subordinated to all existing and future obligations of the Non-Guarantor Subsidiaries (as defined below).

The Notes will mature on Indenture.

, unless earlier redeemed pursuant to the terms thereof and the

– 136 –

The Indenture allows additional Notes to be issued from time to time (the “Additional Notes”), subject to certain limitations described under “— Further Issues.” Unless the context requires otherwise, references to the “Notes” for all purposes of the Indenture and this “Description of the Notes” include any Additional Notes that are actually issued. The Notes will bear interest at % per annum from the Original Issue Date or from the most recent interest payment date to which interest has been paid or duly provided for, payable semi-annually in arrear on and of each year (each an “Interest Payment Date”), commencing 2017. Interest will be paid to Holders of record at the close of business on or immediately preceding an Interest Payment Date (each, a “Record Date”), notwithstanding any transfer, exchange or cancellation thereof after a Record Date and prior to the immediately following Interest Payment Date. Where the Notes are represented by the Global Certificates (as defined below), the Record Date means the business day (which means Monday to Friday inclusive, except December 25 and January 1) immediately preceding an Interest Payment Date. Except as described under the caption “— Redemption for Taxation Reasons” and otherwise provided in the Indenture, the Notes may not be redeemed prior to maturity (unless they have been repurchased by the Company). In any case in which the date of the payment of principal of, premium (if any) or interest on the Notes is not a Business Day in the relevant place of payment, then payment of such principal, premium or interest need not be made in such place on such date but may be made on the next succeeding Business Day in such place. Any payment made on such Business Day shall have the same force and effect as if made on the date on which such payment is due, and no interest on the Notes shall accrue for the period after such date. The period beginning on and including 2017 and ending on but excluding the first Interest Payment Date and each successive period beginning on and including an Interest Payment Date and ending on but excluding the next succeeding Interest Payment Date is called an “Interest Period.” Interest on the Notes will be calculated on the basis of a 360-day year comprised of twelve 30-day months. The Notes will be issued only in fully registered form, without coupons, in denominations of US$200,000 and integral multiples of US$1,000 in excess thereof. No service charge will be made for any registration of transfer or exchange of Notes, but the Company may require payment by the Holders of a sum sufficient to cover any transfer tax or other similar governmental charge payable in connection therewith. All payments on the Notes will be made in U.S. dollars by the Company at the office or agency of the Company maintained for that purpose in Hong Kong (which initially will be the specified office of the Paying Agent (as defined below) currently located at Level 30, HSBC Main Building, 1 Queen’s Road Central, Hong Kong), and the Notes may be presented for registration of transfer or exchange at such office or agency. Interest payable on the Notes held through Euroclear or Clearstream will be available to Euroclear or Clearstream participants on the Business Day following payment thereof. – 137 –

THE SUBSIDIARY GUARANTEES AND THE JV SUBSIDIARY GUARANTEES As of the date of the Indenture, all of the Company’s Subsidiaries, other than China Singyes New Materials Holdings Limited, Singyes New Materials (H.K.) Company Limited and Zhuhai Singyes Applicable Materials Technology Company Limited, will be “Restricted Subsidiaries.” Under the circumstances described below under the caption “— Certain Covenants — Designation of Restricted and Unrestricted Subsidiaries,” the Company will be permitted to designate certain of its Subsidiaries as “Unrestricted Subsidiaries.” The Company’s Unrestricted Subsidiaries will generally not be subject to the restrictive covenants in the Indenture. The Company’s Unrestricted Subsidiaries will not Guarantee the Notes. The initial Subsidiary Guarantors that will execute the Indenture on the Original Issue Date will consist of all of the Company’s Restricted Subsidiaries other than the Non-Guarantor Subsidiaries (as defined below). Certain of the Subsidiary Guarantors are holding companies that do not have significant operations. The initial Subsidiary Guarantors will be Singyes Green Investment (HK) Company Limited, Singyes Green Energy Technologies (HK) Limited, Basic Force Group Limited, Top Access Management Limited, Singyes Engineering (M) Sdn. Bhd., Macao Singyes Renewable Energy Technology Co., Ltd., SunTreasure Group Corp., Singyes Green Energy Holdings Limited, Singyes Green Energy Investments Limited, Singyes Green Building Technology Pte. Ltd., and Singyes Engineering (H.K.) Company Limited. None of Singyes MRW Joint Venture Company Limited, Singyes Green Electricity Investments Limited, Singyes Green Electricity (II) Investments Limited, Singyes Green Electricity (III) Investments Limited, Singyes Renewable Energy Technology Nigeria Ltd, China Singyes New Materials Holdings Limited, Singyes New Materials (H.K.) Company Limited, Conte Limited, Kibou Limited and Singyes New Materials Investment (HK) Company Limited (the “Initial Offshore Non-Guarantor Subsidiaries”) and the Company’s Subsidiaries organised under the laws of the PRC (collectively, the “PRC Non-Guarantor Subsidiaries,” together with the Offshore Non-Guarantor Subsidiaries (as defined below), the “Non-Guarantor Subsidiaries”) will be a Subsidiary Guarantor or a JV Subsidiary Guarantor on the Original Issue Date. None of the existing Non-Guarantor Subsidiaries will provide a Subsidiary Guarantee or JV Subsidiary Guarantee on the Original Issue Date. In addition, none of the Non-Guarantor Subsidiaries or any future Restricted Subsidiaries that may be organised under the laws of the PRC is expected or required to provide a Subsidiary Guarantee or JV Subsidiary Guarantee at any time in the future. Although the Indenture contains limitations on the amount of additional Indebtedness that Restricted Subsidiaries may incur, the amount of such additional Indebtedness could be substantial. In the event of a bankruptcy, liquidation or reorganisation of any Non-Guarantor Subsidiary, such Non-Guarantor Subsidiary will pay the holders of its debt and its trade creditors before it will be able to distribute any of its assets to the Company. The Company will cause each of its future Restricted Subsidiaries (other than Subsidiaries organised under the laws of the PRC) immediately upon becoming a Restricted Subsidiary to execute and deliver to the Trustee a supplemental indenture to the Indenture, pursuant to which such Restricted Subsidiary will guarantee the payment of the Notes as either a Subsidiary Guarantor or a JV Subsidiary Guarantor. Notwithstanding the foregoing, the Company may elect to have any future Restricted Subsidiary (and its Restricted Subsidiaries) organised outside the PRC not provide a Subsidiary Guarantee or JV Subsidiary Guarantee (each a “New Offshore – 138 –

Non-Guarantor Subsidiary,” together with the Initial Offshore Non-Guarantor Subsidiaries, the “Offshore Non-Guarantor Subsidiaries”), provided that, after giving effect to the consolidated assets of such Restricted Subsidiary and its Subsidiaries (other than any Unrestricted Subsidiaries), the Consolidated Assets of all Restricted Subsidiaries organised outside the PRC that are not Subsidiary Guarantors or JV Subsidiary Guarantors do not account for more than 5% of the Total Assets of the Company. Each Restricted Subsidiary that guarantees the Notes after the Original Issue Date other than a JV Subsidiary Guarantor is referred to as a “Future Subsidiary Guarantor” and upon execution of the applicable supplemental indenture to the Indenture will be a “Subsidiary Guarantor.” In the case of a Restricted Subsidiary (i) that is, or is proposed by the Company or any of its Restricted Subsidiaries to be, established after the Original Issue Date, (ii) that is incorporated in any jurisdiction other than the PRC and (iii) in respect of which the Company or any of its Restricted Subsidiaries (x) is proposing to sell, whether through the sale of existing shares or the issuance of new shares, no less than 20.0% and no more than 49.9% of the Capital Stock of such Restricted Subsidiary or (y) is proposing to purchase no less than 50.1% of the Capital Stock of an Independent Third Party and designate such entity as a Restricted Subsidiary, the Company may, concurrently with the consummation of such sale, issuance or purchase, provide a JV Subsidiary Guarantee (as defined below) instead of a Subsidiary Guarantee for (a) such Restricted Subsidiary and (b) the Restricted Subsidiaries of such Restricted Subsidiary that are organised in any jurisdiction other than the PRC, if the following conditions, in the case of both (a) and (b), are satisfied: •

as of the date of execution of the JV Subsidiary Guarantee (as defined below), no document exists that is binding on the Company or any of the Restricted Subsidiaries that would have the effect of (i) prohibiting the Company or any of the Restricted Subsidiaries from providing such JV Subsidiary Guarantee or (ii) requiring the Company or any of the Restricted Subsidiaries to deliver or keep in place a guarantee on terms that are more favourable to the recipients of such guarantee than the JV Subsidiary Guarantee;

•

such sale or issuance of Capital Stock is made to, or such purchase of Capital Stock is purchased from, an Independent Third Party at a consideration that is not less than the appraised value of such Capital Stock by an independent appraisal firm of recognised international standing appointed by the Company;

•

all capital contributions (by way of transfer of cash or other property or any payment for property or services for the use of others or otherwise) to be made into a JV Subsidiary Guarantor from the date of the sale of existing Capital Stock or issuance of new Capital Stock as referred to above, shall be made directly or by contribution of assets or services having an equivalent Fair Market Value by (i) the Company and its Restricted Subsidiaries and (ii) such Independent Third Party that purchased or subscribed for Capital Stock in the JV Subsidiary Guarantor in proportion to their respective direct or indirect ownership percentages of the Capital Stock of such JV Subsidiary Guarantor or on a basis more favourable to the Company; and

– 139 –

•

concurrently with providing the JV Subsidiary Guarantee, the Company shall or shall cause such JV Subsidiary Guarantor to deliver to the Trustee: (i)

(A) a duly executed JV Subsidiary Guarantee of such JV Subsidiary Guarantor (the “JV Subsidiary Guarantee”) and each Restricted Subsidiary of such JV Subsidiary Guarantor that is not organised under the laws of the PRC, and (B) a duly executed supplemental indenture to the Indenture pursuant to which such JV Subsidiary Guarantor will guarantee the payment of the Notes, each of which provides, among other things, that the aggregate claims of the Trustee under such JV Subsidiary Guarantee and all JV Subsidiary Guarantees provided by the Restricted Subsidiaries and shareholders of such JV Subsidiary Guarantor will be limited to the applicable JV Entitlement Amount;

(ii) an Officers’ Certificate certifying a copy of the Board Resolution to the effect that such JV Subsidiary Guarantee has been approved by a majority of the disinterested members of the Board of Directors; and (iii) a legal opinion by a law firm of recognised international standing confirming that under New York law such JV Subsidiary Guarantees are valid, binding and enforceable against the JV Subsidiary Guarantors providing such JV Subsidiary Guarantees (subject to customary qualifications and assumptions). As of 30 June 2016, •

the Company and its consolidated subsidiaries had total interest-bearing bank and other loans of approximately RMB2,791.2 million (US$420.0 million), of which RMB2,769.6 million (US$416.7 million) was secured;

•

the Company and the Subsidiary Guarantors had total interest-bearing bank and other loans of approximately RMB1,134.1 million (US$170.7 million), of which RMB1,112.5 million (US$167.4 million) was secured; and

•

the Non-Guarantor Subsidiaries had total interest-bearing bank and other loans from third parties of approximately RMB1,657.1 million (US$249.3 million).

In addition, as of 30 June 2016, the Non-Guarantor Subsidiaries had capital commitments to third parties and contingent liabilities of approximately RMB765.9 million (US$115.2 million) and nil, respectively. The Subsidiary Guarantee of each Subsidiary Guarantor: •

is a general obligation of such Subsidiary Guarantor;

•

is effectively subordinated to the secured obligations of such Subsidiary Guarantor, to the extent of the value of the assets serving as security therefor;

•

is senior in right of payment to all future obligations of such Subsidiary Guarantor expressly subordinated in right of payment to such Subsidiary Guarantee; and – 140 –

•

ranks at least pari passu with all other unsecured and unsubordinated Indebtedness of such Subsidiary Guarantor (subject to any priority rights of such unsecured and unsubordinated Indebtedness pursuant to applicable law).

If any is provided, the JV Subsidiary Guarantee of each JV Subsidiary Guarantor: •

will be a general obligation of such JV Subsidiary Guarantor;

•

will be enforceable only up to the JV Entitlement Amount;

•

will be effectively subordinated to the secured obligations of such JV Subsidiary Guarantor, to the extent of the value of the assets serving as security therefor;

•

will be limited to the JV Entitlement Amount, and will be senior in right of payment to all future obligations of such JV Subsidiary Guarantor expressly subordinated in right of payment to such JV Subsidiary Guarantee; and

•

will be limited to the JV Entitlement Amount, and will rank at least pari passu with all other unsecured and unsubordinated Indebtedness of such JV Subsidiary Guarantor (subject to any priority rights of such unsecured and unsubordinated Indebtedness pursuant to applicable law).

Under the Indenture and any supplemental indenture to the Indenture, as applicable, each of the Subsidiary Guarantors and JV Subsidiary Guarantors will jointly and severally Guarantee the due and punctual payment of the principal of, premium, if any, and interest on, and all other amounts payable under, the Notes; provided that any JV Subsidiary Guarantee provided by a JV Subsidiary Guarantor will be limited to the JV Entitlement Amount. The Subsidiary Guarantors and JV Subsidiary Guarantors will (1) agree that their obligations under the Subsidiary Guarantees and the JV Subsidiary Guarantees, as the case may be, will be enforceable irrespective of any invalidity, irregularity or unenforceability of the Notes or the Indenture and (2) waive their right to require the Trustee or the Holders to pursue or exhaust their legal or equitable remedies against the Company prior to exercising its rights under the Subsidiary Guarantees and the JV Subsidiary Guarantees, as the case may be. Moreover, if at any time any amount paid under a Note or the Indenture is rescinded or must otherwise be restored, the rights of the Holders under the Subsidiary Guarantees and the JV Subsidiary Guarantees, as the case may be, will be reinstated with respect to such payment as though such payment had not been made. All payments under the Subsidiary Guarantees and the JV Subsidiary Guarantees, as the case may be, will be made in U.S. dollars. Under the Indenture and any supplemental indenture to the Indenture, as applicable, each Subsidiary Guarantee will be limited to an amount not to exceed the maximum amount that can be guaranteed by the applicable Subsidiary Guarantor without rendering the Subsidiary Guarantee, as it relates to such Subsidiary Guarantor, voidable under applicable law relating to insolvency, fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally; and each JV Subsidiary Guarantee provided by any JV Subsidiary Guarantor will, together with all the JV Subsidiary Guarantees provided by the Subsidiaries and shareholders of such JV Subsidiary Guarantor, in the aggregate, be limited to an amount which is the lower of (i) the applicable JV Entitlement Amount and (ii) an amount not to exceed the maximum amount that can be guaranteed by the applicable JV Subsidiary Guarantor without rendering the JV Subsidiary Guarantee, as it relates to such JV Subsidiary Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. – 141 –

If a Subsidiary Guarantee or JV Subsidiary Guarantee were to be rendered void or voidable, it could be rendered ineffective or subordinated by a court to all other Indebtedness (including guarantees and other contingent liabilities) of the applicable Subsidiary Guarantor or JV Subsidiary Guarantor, as the case may be, and, depending on the amount of such Indebtedness, a Subsidiary Guarantor’s liability on its Subsidiary Guarantee or a JV Subsidiary Guarantor’s liability on its JV Subsidiary Guarantee, as the case may be, could in each case be reduced to zero. The obligations of each Subsidiary Guarantor under its respective Subsidiary Guarantee may be limited, or possibly invalid, under applicable laws. Similarly, the obligations of each JV Subsidiary Guarantor under its JV Subsidiary Guarantee may be limited, or possibly invalid, under applicable laws. The guarantee of a Subsidiary Guarantor or a JV Subsidiary Guarantor may be voided or subject to review under applicable insolvency or fraudulent transfer laws, or subject to a lawsuit by or on behalf of creditors of such Subsidiary Guarantor or JV Subsidiary Guarantor. See “Risk Factors — Risks Relating to the Subsidiary Guarantees and the JV Subsidiary Guarantees — The Subsidiary Guarantees or the JV Subsidiary Guarantees may be challenged under applicable insolvency or fraudulent transfer laws, which could impair the enforceability of the Subsidiary Guarantees or JV Subsidiary Guarantees.” Release of the Subsidiary Guarantees and JV Subsidiary Guarantees A Subsidiary Guarantee given by a Subsidiary Guarantor or a JV Subsidiary Guarantee given by a JV Subsidiary Guarantor may be released in certain circumstances, including: •

upon repayment in full of the Notes;

•

upon a defeasance as described under the caption “— Defeasance — Defeasance and Discharge;”

•

upon the designation by the Company of such Subsidiary Guarantor or JV Subsidiary Guarantor as an Unrestricted Subsidiary in compliance with the terms of the Indenture;

•

upon the sale, merger or disposition of such Subsidiary Guarantor or JV Subsidiary Guarantor in compliance with the terms of the Indenture (including the covenants under the captions “— Certain Covenants — Limitation on Sales and Issuances of Capital Stock in Restricted Subsidiaries,” “— Certain Covenants — Limitation on Asset Sales” and “Consolidation, Merger and Sale of Assets”) resulting in such Subsidiary Guarantor or JV Subsidiary Guarantor no longer being a Restricted Subsidiary, so long as (1) such Subsidiary Guarantor or JV Subsidiary Guarantor is simultaneously released from its obligations in respect of any of the Company’s other Indebtedness or any Indebtedness of any other Restricted Subsidiary and (2) the proceeds from such sale, merger or disposition are used for the purposes permitted or required by the Indenture;

•

in the case of a Subsidiary Guarantee, upon the replacement of such Subsidiary Guarantee with a JV Subsidiary Guarantee; or

•

in the case of a Subsidiary Guarantor or JV Subsidiary Guarantor that becomes a New Offshore Non-Guarantor Subsidiary, in compliance with the terms of the Indenture.

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Replacement of Subsidiary Guarantees with JV Subsidiary Guarantees A Subsidiary Guarantee given by a Subsidiary Guarantor may be released following the sale or issuance by the Company or any of its Restricted Subsidiaries of Capital Stock in (a) such Subsidiary Guarantor or (b) any other Subsidiary Guarantor that, directly or indirectly, owns a majority of the Capital Stock of such Subsidiary Guarantor, in each case where such sale or issuance, whether through the sale of existing shares or the issuance of new shares, is for no less than 20.0% and no more than 49.9% of the issued Capital Stock of the relevant Subsidiary Guarantor, provided that the following conditions are satisfied or complied with: •

as of the date of such proposed release, no document exists that is binding on the Company or any of the Restricted Subsidiaries that would have the effect of (i) prohibiting the Company or any of the Restricted Subsidiaries from releasing such Subsidiary Guarantee, (ii) prohibiting the Company or any of the Restricted Subsidiaries from providing such JV Subsidiary Guarantee, or (iii) requiring the Company or any of the Restricted Subsidiaries to deliver or keep in force a replacement guarantee on terms that are more favourable to the recipients of such guarantee than the JV Subsidiary Guarantee;

•

such sale or issuance of Capital Stock is made to an Independent Third Party at a consideration that is not less than the appraised value of such Capital Stock by an independent appraisal firm of recognised international standing appointed by the Company;

•

all capital contributions (by way of transfer of cash or other property or any payment for property or services for the use of others or otherwise) to be made into a JV Subsidiary Guarantor from the date of the sale of existing Capital Stock or issuance of new Capital Stock as referred to above, shall be made directly or by contribution of assets or services having an equivalent Fair Market Value by (i) the Company and its Restricted Subsidiaries and (ii) such Independent Third Party that purchased or subscribed for Capital Stock in the JV Subsidiary Guarantor in proportion to their respective direct or indirect ownership percentages of the Capital Stock of such JV Subsidiary Guarantor or on a basis more favourable to the Company; and

•

concurrently with the release of such Subsidiary Guarantee, the Company shall or shall cause such JV Subsidiary Guarantor to deliver to the Trustee: (i)

(A) a duly executed JV Subsidiary Guarantee of such JV Subsidiary Guarantor and each Restricted Subsidiary of such JV Subsidiary Guarantor that is not organised under the laws of the PRC and (B) a duly executed supplemental indenture to the Indenture pursuant to which such JV Subsidiary Guarantor will guarantee the payment of the Notes, each of which provides, among other things, that the aggregate claims of the Trustee under such JV Subsidiary Guarantee and all JV Subsidiary Guarantees provided by the Restricted Subsidiaries and shareholders of such JV Subsidiary Guarantor will be limited to the applicable JV Entitlement Amount;

(ii) an Officers’ Certificate certifying a copy of a Board Resolution to the effect that such JV Subsidiary Guarantee has been approved by a majority of the disinterested members of the Board of Directors; and (iii) a legal opinion by a law firm of recognised international standing confirming that under New York law such JV Subsidiary Guarantee is valid, binding and enforceable against the JV Subsidiary Guarantor providing such JV Subsidiary Guarantee (subject to customary qualifications and assumptions). – 143 –

Notwithstanding the foregoing paragraph, any such sale or issuance of the Capital Stock of the relevant Subsidiary Guarantor (including where such sale results in the relevant Subsidiary Guarantor ceasing to be a Restricted Subsidiary) will need to comply with the other covenants set forth in the Indenture, including, without limitation, the covenants under the captions “— Certain Covenants — Limitation on Asset Sales” and “— Certain Covenants — Limitation on Restricted Payments.” Any Net Cash Proceeds from the sale of such Capital Stock shall be applied by the Company (or any Restricted Subsidiary) in accordance with the covenant under the caption “— Certain Covenants — Limitation on Asset Sales.” No release of a Subsidiary Guarantor from its Subsidiary Guarantee or a JV Subsidiary Guarantor from its JV Subsidiary Guarantee, as the case may be, shall be effective against the Trustee or the Holders until the Company has delivered to the Trustee an Officer’s Certificate stating that all requirements relating to such release have been complied with and that such release is authorised and permitted by the Indenture. The Trustee is entitled to rely on such Officers’ Certificate as conclusive evidence for release of such Subsidiary Guarantor. FURTHER ISSUES Subject to the covenants described below and in accordance with the terms of the Indenture, the Company may, from time to time, without notice to or the consent of the Holders, create and issue Additional Notes having the same terms and conditions as the Notes (including the benefit of the Subsidiary Guarantees and the JV Subsidiary Guarantees) in all respects (or in all respects except for the issue date, issue price and the date of first payment of interest on them and, to the extent necessary, certain temporary securities law transfer restrictions) (a “Further Issue”) so that such Additional Notes may be consolidated and form a single series with the previously outstanding Notes and vote together as one class on all matters with respect to the Notes; provided that the issuance of any such Additional Notes shall then be permitted under the covenant described under the caption “— Certain Covenants — Limitation on Indebtedness and Disqualified or Preferred Stock” below and the other provisions of the Indenture. OPEN MARKET PURCHASES The Company or any of its Affiliates may purchase Notes in the open market or by tender or by any other means at any price, so long as such acquisition does not otherwise violate the terms of the Indenture; provided that all Notes redeemed or repurchased by the Company or any of its Affiliates will be cancelled and may not be reissued or resold. REPURCHASE OF NOTES UPON A CHANGE OF CONTROL Not later than 30 days following a Change of Control, the Company will make an Offer to Purchase all outstanding Notes (a “Change of Control Offer”) at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to (but not including) the Offer to Purchase Payment Date.

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The Company has agreed in the Indenture that it will timely repay all Indebtedness or obtain consents as necessary under, or terminate, agreements or instruments that would otherwise prohibit a Change of Control Offer required to be made pursuant to the Indenture. Notwithstanding this agreement of the Company, if the Company is unable to repay (or cause to be repaid) all of the Indebtedness, if any, that would prohibit the repurchase of the Notes or is unable to obtain the requisite consents of the holders of such Indebtedness, or terminate any agreements or instruments that would otherwise prohibit a Change of Control Offer, it would continue to be prohibited from purchasing the Notes. In that case, the Company’s failure to purchase tendered Notes would constitute an Event of Default (as defined below) under the Indenture. Certain of the events constituting a Change of Control under the Notes may also constitute an event of default under certain other debt instruments of the Company or its Subsidiaries. Future debt of the Company may also (i) prohibit the Company from purchasing Notes in the event of a Change of Control, (ii) provide that a Change of Control is a default or (iii) require repurchase of such debt upon a Change of Control. Moreover, the exercise by the Holders of their right to require the Company to purchase the Notes could cause a default under other Indebtedness, even if the Change of Control itself does not, due to the financial effect of the repurchase on the Company. The Company’s ability to pay cash to the Holders following the occurrence of a Change of Control may be limited by the Company’s and the Subsidiary Guarantors’ then-existing financial resources. There can be no assurance that sufficient funds will be available when necessary to make the required repurchases of Notes. See “Risk Factors — Risks Relating to the Notes — we may not be able to repurchase the Notes upon a change of control.” The definition of Change of Control includes a phrase relating to the sale of “all or substantially all” the assets of the Company. There is a limited body of case law interpreting the phrase “substantially all” and there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a Holder of Notes to require the Company to repurchase such Holder’s Notes as a result of a sale of less than all of the assets of the Company to another person or group may be uncertain and will depend upon the particular facts and circumstances and the relevant jurisdiction in which this phrase is interpreted. As a result, there may be a degree of uncertainty in ascertaining whether a sale or transfer of “all or substantially all” the assets of the Company has occurred. Notwithstanding the above, the Company will not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the same manner, at the same times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Except as described above with respect to a Change of Control, the Indenture does not contain provisions that permit the Holders to require that the Company to repurchase or redeem the Notes in the event of a takeover, recapitalisation or similar transaction. NO MANDATORY REDEMPTION OR SINKING FUND There will be no mandatory redemption or sinking fund payments for the Notes. – 145 –

ADDITIONAL AMOUNTS All payments of principal of, and premium (if any) and interest on the Notes or under the Subsidiary Guarantees or JV Subsidiary Guarantees will be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or within any jurisdiction in which the Company, a Surviving Person (as defined under the caption “— Consolidation, Merger and Sale of Assets”) or the applicable Subsidiary Guarantor or JV Subsidiary Guarantor is organised or resident for tax purposes (or any political subdivision or taxing authority thereof or therein) (each, as applicable, a “Relevant Taxing Jurisdiction”) or any jurisdiction through which payments are made (or any political subdivision or taxing authority thereof or therein) (together with each Relevant Taxing Jurisdiction, as applicable, a “Relevant Jurisdiction”), unless such withholding or deduction is required by law or by regulation or governmental policy having the force of law. In the event that any such withholding or deduction is so required, the Company, a Surviving Person (as defined below) or the applicable Subsidiary Guarantor or JV Subsidiary Guarantor, as the case may be, will pay such additional amounts (“Additional Amounts”) as will result in receipt by the Holder of each Note, the Subsidiary Guarantees or the JV Subsidiary Guarantees, as the case may be, of such amounts as would have been received by such Holder had no such withholding or deduction been required, except that no Additional Amounts shall be payable: (a)

for or on account of: (i)

any tax, duty, assessment or other governmental charge that would not have been imposed but for: (A) the existence of any present or former connection between the Holder or beneficial owner of such Note, the Subsidiary Guarantees or the JV Subsidiary Guarantees, as the case may be, and the Relevant Jurisdiction (other than merely holding such Note or the receipt of payments thereunder or under a Subsidiary Guarantee or JV Subsidiary Guarantee), including, without limitation, such Holder or beneficial owner being or having been a national, domiciliary or resident of such Relevant Jurisdiction or treated as a resident thereof or being or having been physically present or engaged in a trade or business therein or having or having had a permanent establishment therein; (B) the presentation of such Note (in cases in which presentation is required) more than 30 days after the later of the date on which the payment of the principal of, premium, if any, and interest on, such Note became due and payable pursuant to the terms thereof or was made or duly provided for, except to the extent that the Holder thereof would have been entitled to such Additional Amounts if it had presented such Note for payment on any date within such 30-day period; (C) the failure of the Holder or beneficial owner to comply with a timely request of the Company, a Surviving Person, any Subsidiary Guarantor or any JV Subsidiary Guarantor addressed to the Holder or beneficial owner, as the case may be, to provide any information, certification, identification or other reporting information concerning such Holder’s or beneficial owner’s nationality, residence, identity or connection with any Relevant Jurisdiction, if and to the extent that due and timely compliance with such request would have reduced or – 146 –

eliminated any withholding or deduction as to which Additional Amounts would have otherwise been payable to such Holder or beneficial owner; or (D) the presentation of such Note (in cases in which presentation is required) for payment in a Relevant Jurisdiction, unless such Note could not have been presented for payment elsewhere; (ii) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge; (iii) any withholding or deduction that is imposed or levied on a payment to an individual and is required to be made pursuant to European Council Directive 2003/48/EC (the “Saving Directive”) or any other directive amending, supplementing or replacing the Savings Directive or any law implementing or complying with, or introduced in order to conform to, the Savings Directive or such other directives; or (iv) any combination of taxes, duties, assessments or other governmental charges referred to in the preceding clauses (i), (ii) and (iii); or (b) to a Holder that is a fiduciary, partnership or person other than the sole beneficial owner of any payment to the extent that such payment would be required to be included in the income under the laws of the Relevant Jurisdiction, for tax purposes, of a beneficiary or settlor, with respect to the fiduciary, or a member of that partnership or a beneficial owner who would not have been entitled to such Additional Amounts had that beneficiary, settlor, partner, person or beneficial owner been the Holder thereof. Whenever there is mentioned in any context the payment of principal of, and any premium or interest, in respect of any Note or under any Subsidiary Guarantee or JV Subsidiary Guarantee, such mention shall be deemed to include payment of Additional Amounts provided for in the Indenture to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. Neither the Trustee nor any of the Agents (as defined below) shall be responsible for paying any Additional Amounts or for determining whether such Additional Amounts are payable or the amount thereof, and shall not be responsible or liable for any failure by the Company, any Surviving Person, any Subsidiary Guarantor or JV Subsidiary Guarantor or any Holder to pay such Additional Amounts or other tax, duty, assessment or other governmental charge. REDEMPTION FOR TAXATION REASONS The Notes may be redeemed, at the option of the Company or a Surviving Person with respect to the Company, as a whole but not in part, upon giving not less than 30 days’ nor more than 60 days’ notice to the Holders, the Paying Agent (as defined below) and the Trustee (which notice shall be irrevocable), at a redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest (including any Additional Amounts), if any, to the date (but not including) fixed by the Company or the Surviving Person, as the case may be, for redemption (the “Tax Redemption Date”) if, as a result of: (1) any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) or treaties of a Relevant Taxing Jurisdiction affecting taxation; or – 147 –

(2) any change in the existing official position or the stating of an official position regarding the application or interpretation of such laws, regulations or rulings or treaties (including a holding, judgment or order by a court of competent jurisdiction), which change or amendment becomes effective (i) with respect to the Company or any initial Subsidiary Guarantor, on or after the Original Issue Date, or (ii) with respect to any Future Subsidiary Guarantor, JV Subsidiary Guarantor or Surviving Person, on or after the date such Future Subsidiary Guarantor, JV Subsidiary Guarantor or Surviving Person becomes a Subsidiary Guarantor, JV Subsidiary Guarantor or Surviving Person assumes its obligations under or in respect of the Notes, with respect to any payment due or to become due under the Notes or the Indenture, the Company, a Surviving Person or a Subsidiary Guarantor or JV Subsidiary Guarantor, as the case may be, is, or on the next Interest Payment Date would be, required to pay Additional Amounts, and such requirement cannot be avoided by the taking of reasonable measures by the Company, a Surviving Person or a Subsidiary Guarantor or JV Subsidiary Guarantor, as the case may be; provided that in the case of any Additional Amounts payable in respect of taxes imposed by the PRC, such Additional Amounts must be in excess of the Additional Amounts that the Company, a Surviving Person or a Subsidiary Guarantor or a JV Subsidiary Guarantor, as the case may be, would be required to pay if payments in respect of the Notes were subject to deduction or withholding for PRC taxes at a rate of 10%; provided, further, that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Company, a Surviving Person or a Subsidiary Guarantor or a JV Subsidiary Guarantor, as the case may be, would be obligated to pay such Additional Amounts if a payment in respect of the Notes were then due. Prior to the mailing of any notice of redemption of the Notes pursuant to the foregoing, the Company, a Surviving Person, a Subsidiary Guarantor or JV Subsidiary Guarantor, as the case may be, will deliver to the Trustee: (1) an Officers’ Certificate stating that such change or amendment referred to in the prior paragraph has occurred, describing the facts related thereto and stating that such requirement cannot be avoided by the Company, a Surviving Person, a Subsidiary Guarantor or JV Subsidiary Guarantor, as the case may be, taking reasonable measures available to it; provided, however, that such reasonable measures shall not include the reincorporation or reorganisation of the Company, any Subsidiary Guarantor or any JV Subsidiary Guarantor; and (2) an Opinion of Counsel or an opinion of a tax consultant, in either case, of recognised standing with respect to tax matters of the Relevant Taxing Jurisdiction, stating that the requirement to pay such Additional Amounts results from such change or amendment referred to in the prior paragraph. The Trustee shall be entitled to accept such certificate and opinion as sufficient evidence of the satisfaction of the conditions precedent described above, in which event it shall be conclusive and binding on the Holders. Any Notes that are redeemed pursuant to the above provisions will be cancelled. – 148 –

INTEREST RESERVE ACCOUNT On or before the Original Issue Date, the Company will establish an account (the “Interest Reserve Account”) with The Hongkong and Shanghai Banking Corporation Limited (the “Escrow Bank”). On the Original Issue Date, the Company shall deposit or procure that there shall be deposited into the Interest Reserve Account such amounts as are necessary to ensure that the Reserve Fund in the Interest Reserve Account is not less than the Minimum Balance as of the Original Issue Date. Funds remaining on deposit in the Interest Reserve Account on the maturity date of the Notes will be applied to the payment of interest on the Notes, and any remaining balance shall be applied to the payment of principal and Additional Amounts, if any, due on the Notes. Any balance funds shall be credited to an account in the name of the Company. CERTAIN COVENANTS Set forth below are summaries of certain covenants contained in the Indenture. Limitation on Indebtedness and Disqualified or Preferred Stock (a)

The Company will not, and will not permit any of its Restricted Subsidiaries to, Incur any Indebtedness (including Acquired Indebtedness), provided that (x) the Company may Incur Indebtedness (including Acquired Indebtedness) and (y) any Restricted Subsidiary may Incur Permitted Subsidiary Indebtedness if, after giving effect to the Incurrence of such Indebtedness and the receipt and application of the proceeds therefrom, (i) no Default has occurred and is continuing and (ii) the Fixed Charge Coverage Ratio would be not less than 2.5 to 1.0 with respect to any Incurrence of Indebtedness. Notwithstanding the foregoing, the Company will not permit any Restricted Subsidiary to Incur any Disqualified Stock or Preferred Stock (other than Disqualified Stock or Preferred Stock held by the Company or a Subsidiary Guarantor, so long as it is so held).

(b) Notwithstanding the foregoing, the Company and any Restricted Subsidiary may Incur, to the extent provided below, each and all of the following (“Permitted Indebtedness”): (1) Indebtedness under the Notes (excluding any Additional Notes) and each Subsidiary Guarantee and each JV Subsidiary Guarantee; (2) any Pari Passu Subsidiary Guarantees by any Subsidiary Guarantor or any JV Subsidiary Guarantor; (3) Indebtedness of the Company or any Restricted Subsidiary outstanding on the Original Issue Date, excluding Indebtedness permitted under clause (b)(4) of this covenant, provided that such Indebtedness of Restricted Subsidiaries shall be included in the calculation of Permitted Subsidiary Indebtedness;

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(4) Indebtedness of the Company or indebtedness or Preferred Stock of any Restricted Subsidiary owed to or held by the Company or a Restricted Subsidiary; provided that (x) any event which results in any such Restricted Subsidiary to whom such Indebtedness is owed ceasing to be a Restricted Subsidiary or any subsequent transfer of such Indebtedness (other than to the Company or any Restricted Subsidiary) shall be deemed, in each case, to constitute an Incurrence of such Indebtedness not permitted by this clause (4) and (y) if the Company is the obligor on such Indebtedness, such Indebtedness must expressly be subordinated in right of payment to the Notes, and if a Subsidiary Guarantor or JV Subsidiary Guarantor is the obligor on such Indebtedness and the Company is not the obligee, such Indebtedness must expressly be subordinated in right of payment to the Subsidiary Guarantee of such Subsidiary Guarantor or the JV Subsidiary Guarantee of such JV Subsidiary Guarantor, and in each case such Indebtedness must be unsecured, and (z) if the Indebtedness is owed to the Company or any Subsidiary Guarantor or any JV Subsidiary Guarantor by a Restricted Subsidiary that is not a Subsidiary Guarantor or JV Subsidiary Guarantor, such Indebtedness must be unsecured and expressly unsubordinated under applicable law; (5) Indebtedness (“Permitted Refinancing Indebtedness”) issued in exchange for, or the net proceeds of which are used to refinance or refund, replace, exchange, renew, repay, redeem, defease, discharge or extend (collectively, “refinance” and “refinances” and “refinanced” shall have a correlative meaning), then outstanding Indebtedness Incurred under the immediately preceding paragraph (a) or clauses (1), (2), (3) and (7) of paragraph (b) and any refinancings thereof in an amount not to exceed the amount so refinanced or refunded (plus premiums, accrued interest, fees and expenses); provided that (a) Indebtedness the proceeds of which are used to refinance or refund the Notes or Indebtedness that is pari passu with, or subordinated in right of payment to, the Notes or a Subsidiary Guarantee or JV Subsidiary Guarantee shall only be permitted under this clause (5) if (x) in case the Notes are refinanced in part or the Indebtedness to be refinanced is pari passu with the Notes or a Subsidiary Guarantee or JV Subsidiary Guarantee, such new Indebtedness, by its terms or by the terms of any agreement or instrument pursuant to which such new Indebtedness is issued or remains outstanding, is expressly made pari passu with, or subordinate in right of payment to, the remaining Notes or such Subsidiary Guarantee or JV Subsidiary Guarantee, or (y) in case the Indebtedness to be refinanced is subordinated in right of payment to the Notes or a Subsidiary Guarantee or JV Subsidiary Guarantee, such new Indebtedness, by its terms or by the terms of any agreement or instrument pursuant to which such new Indebtedness is issued or remains outstanding, is expressly made subordinate in right of payment to the Notes or such Subsidiary Guarantee or JV Subsidiary Guarantee at least to the extent that the Indebtedness to be refinanced is subordinated to the Notes or such Subsidiary Guarantee or JV Subsidiary Guarantee, (b) such new Indebtedness, determined as of the date of Incurrence of such new Indebtedness, does not mature prior to the Stated Maturity of the Indebtedness to be refinanced or refunded, and the Average Life of such new Indebtedness is at least equal to the remaining Average Life of the Indebtedness to be refinanced or refunded, (c) in no event may Indebtedness of the Company, any Subsidiary Guarantor or any JV Subsidiary Guarantor be refinanced pursuant to this clause (5) by means of any Indebtedness of any Restricted Subsidiary that is not a Subsidiary Guarantor or JV Subsidiary Guarantor, and (d) in no event may Indebtedness of the Company or any – 150 –

Subsidiary Guarantor be refinanced pursuant to this clause by means of any Indebtedness of any JV Subsidiary Guarantor (provided that this sub-clause (d) shall not prohibit the replacement of a Subsidiary Guarantee by a JV Subsidiary Guarantee if otherwise permitted by the Indenture); (6) Indebtedness Incurred by the Company or any Restricted Subsidiaries pursuant to Hedging Obligations entered into in the ordinary course of business and designed solely to protect the Company or any of its Restricted Subsidiaries from fluctuations in interest rates, currencies or the price of commodities and not for speculation; (7) Indebtedness of the Company or any Restricted Subsidiary incurred in the ordinary course of business constituting purchase money Indebtedness incurred to finance all or any part of the purchase price or the cost of construction or development of equipment, property or assets of the Company to be used in the ordinary course of business by the Company or a Restricted Subsidiary in the Permitted Business (including any such purchase through the acquisition of Capital Stock of any Person that owns such assets, property or equipment which will, upon acquisition, become a Restricted Subsidiary); provided, however, that (i) such purchase money Indebtedness shall not exceed such purchase price or cost of such property or assets so acquired, constructed or developed, (ii) such Indebtedness shall be Incurred no later than 180 days after the later of the acquisition of such property or assets or completion of such construction or development or, in the case of a solar power production facility, the time at which the facility is connected to the relevant public utility electrical grid and (iii) on the date of the Incurrence of any Indebtedness permitted by this clause (7) and after giving effect thereto, the aggregate principal amount outstanding of all such Indebtedness permitted by this clause (7) (together with refinancings thereof) does not exceed an amount equal to 20% of Total Assets; (8) Indebtedness Incurred by the Company or any Restricted Subsidiary constituting reimbursement obligations with respect to workers’ compensation claims or selfinsurance obligations or bid, performance or surety bonds (in each case other than for an obligation for borrowed money); (9) Indebtedness Incurred by the Company or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit or trade guarantees issued in the ordinary course of business to the extent that such letters of credit or trade guarantees are not drawn upon or, if drawn upon, to the extent such drawing is reimbursed no later than 30 days following receipt by the Company or such Restricted Subsidiary of a demand for reimbursement; (10) Indebtedness arising from the honouring by a bank or other financial institution of a cheque, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within ten Business Days of Incurrence;

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(11) (i) Guarantees by the Company or any Subsidiary Guarantor of Indebtedness of the Company or any Restricted Subsidiary that was permitted to be Incurred by another provision of this covenant or (ii) Guarantees by any Restricted Subsidiary of Indebtedness of another Restricted Subsidiary that was permitted to be Incurred under clause (3), (4) or (7) above, other than a Guarantee by a PRC Restricted Subsidiary of the Indebtedness of a non-PRC Restricted Subsidiary; (12) Indebtedness of the Company or any Restricted Subsidiary with a maturity of one year or less used by the Company or any Restricted Subsidiary for working capital; provided that the aggregate principal amount of Indebtedness permitted by this clause (12) at any time outstanding does not exceed US$30 million (or the Dollar Equivalent thereof); (13) Indebtedness arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from Guarantees or letters of credit, surety bonds or performance bonds securing any obligation of the Company or any Restricted Subsidiary pursuant to such agreements, in any case Incurred in connection with the disposition of any business, assets or Restricted Subsidiary of the Company, other than Guarantees of Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or Restricted Subsidiary for the purpose of financing such acquisition; provided that the maximum aggregate liability in respect of all such Indebtedness in the nature of such Guarantee shall at no time exceed the gross proceeds actually received from the sale of such business, assets or Restricted Subsidiary; (14) Indebtedness of the Company or any Restricted Subsidiary in an aggregate principal amount outstanding at any time (together with refinancings thereof) not to exceed US$15 million (or the Dollar Equivalent thereof); (15) Indebtedness of the Company or any Restricted Subsidiary constituting an obligation to pay the deferred purchase price of Capital Stock of a Person pursuant to a Staged Acquisition Agreement, to the extent that such deferred purchase price is paid within 12 months after the date the Company or such Restricted Subsidiary enters into such Staged Acquisition Agreement; and (16) Indebtedness Incurred by the Company or any Restricted Subsidiary constituting a Guarantee of any Indebtedness of an Associate by the Company or such Restricted Subsidiary (provided that such Guarantee is pro rata to the relative percentage holding of the Company or the relevant Restricted Subsidiary in the Capital Stock of such Associate), if (i) after giving effect to the Incurrence of such Indebtedness, no Default has occurred and is continuing, (ii) the Company could Incur at least US$1.00 of Indebtedness under the proviso in the immediately preceding paragraph (a) and (iii) the aggregate of all Indebtedness Incurred under this clause (16) does not exceed either an amount equal to (A) 5% of Total Assets (together with refinancing thereof) or (B) 20% of Total Assets (together with refinancing thereof and the aggregate principal amount outstanding of Indebtedness that was permitted to be Incurred under clause (7) and the refinancing thereof). – 152 –

(c)

For purposes of determining compliance with this covenant under the caption “— Limitation on Indebtedness and Disqualified or Preferred Stock,” in the event that an item of Indebtedness meets the criteria of more than one of the types of Indebtedness described above, including under the proviso in the first paragraph of part (a), the Company, in its sole discretion, shall be permitted to divide and classify, and from time to time may redivide and/or reclassify, such item of Indebtedness and only be required to include the amount of such Indebtedness as one of such types.

(d) For purposes of determining compliance with any U.S. dollar denominated restriction on the Incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was Incurred, in the case of term Indebtedness, or first committed, in the case of revolving credit Indebtedness; provided that if such Indebtedness is Incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced. Notwithstanding any other provision of this covenant, the maximum amount of Indebtedness that may be Incurred pursuant to this covenant shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies. The principal amount of any Indebtedness Incurred to refinance other Indebtedness, if Incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such refinancing Indebtedness is denominated that is in effect on the date of such refinancing. Limitation on Restricted Payments The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly (the payments or any other actions described in clauses (1) through (4) below being collectively referred to as “Restricted Payments”): (1) declare or pay any dividend or make any distribution on or with respect to the Company’s or any of its Restricted Subsidiaries’ Capital Stock (other than dividends or distributions payable or paid solely in shares of the Company’s or any of its Restricted Subsidiaries’ Capital Stock (other than Disqualified Stock or Preferred Stock) or in options, warrants or other rights to acquire shares of such Capital Stock) held by Persons other than the Company or any Wholly-Owned Restricted Subsidiary; (2) purchase, call for redemption or redeem, retire or otherwise acquire for value any shares of Capital Stock of the Company or any Restricted Subsidiary (including options, warrants or other rights to acquire such shares of Capital Stock) or any direct or indirect parent of the Company held by any Persons other than the Company or any Wholly-Owned Restricted Subsidiary, other than the purchase of Capital Stock of a Restricted Subsidiary pursuant to a Staged Acquisition Agreement;

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(3) make any voluntary or optional principal payment, or voluntary or optional redemption, repurchase, defeasance, or other acquisition or retirement for value, of Indebtedness that is subordinated in right of payment to the Notes or any of the Subsidiary Guarantees or any of the JV Subsidiary Guarantees (excluding any intercompany Indebtedness between or among the Company and any of its Wholly-Owned Restricted Subsidiaries); or (4) make any Investment, other than a Permitted Investment; if, at the time of, and after giving effect to, the proposed Restricted Payment: (A) a Default shall have occurred and is continuing or would occur as a result of such Restricted Payment; (B) the Company could not Incur at least US$1.00 of Indebtedness under the proviso in the first paragraph of part (a) of the covenant under the caption “— Limitation on Indebtedness and Disqualified or Preferred Stock;” or (C) such Restricted Payment, together with the aggregate amount of all Restricted Payments made by the Company and its Restricted Subsidiaries after 21 November 2014, including, for the avoidance of doubt, any payment described in paragraphs (1) through (4) above made after 21 November 2014 and prior to the Original Issue Date that would have constituted a “Restricted Payment” herein had the Indenture been in effect at the time of such payment, shall exceed the sum (without duplication) of: (1) 50% of the aggregate amount of the Consolidated Net Income of the Company (or, if the Consolidated Net Income is a loss, minus 100% of the amount of such loss) accrued on a cumulative basis during the period (taken as one accounting period) beginning on 1 July 2014 and ending on the last day of the Company’s most recently ended semi-annual period for which consolidated financial statements of the Company (which the Company shall use commercially reasonable efforts to compile in a timely manner) are available (which may be internal consolidated financial statements) at the time of such Restricted Payment; plus (2) 100% of the aggregate Net Cash Proceeds received by the Company after 21 November 2014 as a capital contribution to its common equity or from the issuance and sale of its Capital Stock (other than Disqualified Stock) to a Person who is not a Subsidiary of the Company, including any such Net Cash Proceeds received upon (x) the conversion by a Person who is not a Subsidiary of the Company of any Indebtedness (other than Subordinated Indebtedness) of the Company into Capital Stock (other than Disqualified Stock) of the Company, or (y) the exercise by a Person who is not a Subsidiary of the Company of any options, warrants or other rights to acquire Capital Stock of the Company (other than Disqualified Stock) in each case after deducting the amount of any such Net Cash Proceeds used to redeem, repurchase, defease or otherwise acquire or retire for value any Subordinated Indebtedness or Capital Stock of the Company; plus

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(3) the amount by which Indebtedness of the Company or any of its Restricted Subsidiaries is reduced on the Company’s consolidated balance sheet upon the conversion or exchange (other than by a Subsidiary of the Company) subsequent to 21 November 2014 of any Indebtedness of the Company or any of its Restricted Subsidiaries convertible or exchangeable into Capital Stock (other than Disqualified Stock) of the Company (less the amount of any cash, or the Fair Market Value of any other property, distributed by the Company upon such conversion or exchange); plus (4) an amount equal to the net reduction in Investments (other than reductions in Permitted Investments) that were made after 21 November 2014 in any Person resulting from (a) payments of interest on Indebtedness, dividends or repayments of loans or advances by such Person, in each case to the Company or any Restricted Subsidiary (except, in each case, to the extent any such payment or proceeds are included in the calculation of Consolidated Net Income) after 21 November 2014, (b) the unconditional release of a Guarantee provided by the Company or a Restricted Subsidiary after 21 November 2014 of an obligation of another Person, (c) to the extent that an Investment made after 21 November 2014 is sold or otherwise liquidated or repaid for cash, the lesser of (x) cash return of capital with respect to such Investment (less the cost of disposition, if any) and (y) the initial amount of such Investment, or (d) from redesignations of Unrestricted Subsidiaries as Restricted Subsidiaries, not to exceed, in each case, the amount of Investments (other than Permitted Investments) made by the Company or a Restricted Subsidiary after 21 November 2014 in any such Person or Unrestricted Subsidiary; plus (5) US$12.5 million (or the Dollar Equivalent thereof). The foregoing provision shall not be violated by reason of: (1) the payment of any dividend or redemption of any Capital Stock within 60 days after the related date of declaration or call for redemption if, at said date of declaration or call for redemption, such payment or redemption would comply with the preceding paragraph; (2) the redemption, repurchase, defeasance or other acquisition or retirement for value of Subordinated Indebtedness of the Company or any of the Subsidiary Guarantors or JV Subsidiary Guarantors with the Net Cash Proceeds of, or in exchange for, a substantially concurrent Incurrence of Permitted Refinancing Indebtedness; (3) the redemption, repurchase or other acquisition of Capital Stock of the Company or any Subsidiary Guarantor (or options, warrants or other rights to acquire such Capital Stock) in exchange for, or out of the Net Cash Proceeds of a substantially concurrent capital contribution or sale (other than to a Subsidiary of the Company) of, shares of Capital Stock (other than Disqualified Stock) of the Company or any Subsidiary Guarantor (or options, warrants or other rights to acquire such Capital Stock); provided that the amount of any such Net Cash Proceeds that are utilised for any such Restricted Payment will be excluded from clause (C)(2) of the preceding paragraph, provided however that any item that has been excluded pursuant to clause (C)(2) of the preceding paragraph will not be excluded again as a result of the proviso in this clause (3); – 155 –

(4) the redemption, repurchase, defeasance or other acquisition or retirement for value of Subordinated Indebtedness of the Company or any of the Subsidiary Guarantors or JV Subsidiary Guarantors in exchange for, or out of the Net Cash Proceeds of, a substantially concurrent capital contribution or sale (other than to a Subsidiary of the Company) of, shares of the Capital Stock (other than Disqualified Stock) of the Company or any of the Subsidiary Guarantors or JV Subsidiary Guarantors (or options, warrants or other rights to acquire such Capital Stock); provided that the amount of any such Net Cash Proceeds that are utilised for any such Restricted Payment will be excluded from clause (C)(2) of the preceding paragraph, provided however that any item that has been excluded pursuant to clause (C)(2) of the preceding paragraph will not be excluded again as a result of the proviso in this clause (4); (5) the payment of any dividends or distributions declared, paid or made by a Restricted Subsidiary, payable on a pro rata basis or on a basis more favourable to the Company to all holders of any class of Capital Stock of such Restricted Subsidiary, a majority of which is held directly, or indirectly through Restricted Subsidiaries, by the Company; or (6) the repurchase of Capital Stock deemed to occur upon the exercise of stock options to the extent such Capital Stock represent a portion of the exercise price of those stock options; provided that, in the case of clauses (2), (3) or (4) of this paragraph, no Default shall have occurred and be continuing or would occur as a consequence of the actions or payments set forth therein. Each Restricted Payment permitted pursuant to clause (1) of this paragraph shall be included in calculating whether the conditions of clause (C) of the first paragraph of this covenant under the caption “— Limitation on Restricted Payments” have been met with respect to any subsequent Restricted Payments. The amount of any Restricted Payments (other than cash) will be the Fair Market Value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Company or the Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The value of any assets or securities that are required to be valued by this covenant will be the Fair Market Value. The Board of Directors’ determination of the Fair Market Value of a Restricted Payment or any such assets or securities must be based upon an opinion or appraisal issued by an appraisal or investment banking firm of recognised international standing if the Fair Market Value exceeds US$15 million (or the Dollar Equivalent thereof). Not later than the date of making any Restricted Payment in an amount in excess of US$15 million (or the Dollar Equivalent thereof), the Company will deliver to the Trustee an Officers’ Certificate stating that such Restricted Payment is permitted and setting forth the basis upon which the calculations required by this covenant under the caption “— Limitation on Restricted Payments” were computed, together with a copy of any fairness opinion or appraisal required by the Indenture.

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Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries (a)

Except as provided below, the Company will not, and will not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on any Capital Stock of such Restricted Subsidiary owned by the Company or any other Restricted Subsidiary; (2) pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary; (3) make loans or advances to the Company or any other Restricted Subsidiary; or (4) sell, lease or transfer any of its property or assets to the Company or any other Restricted Subsidiary.

(b) The provisions of paragraph (a) do not apply to any encumbrances or restrictions: (1) existing in agreements as in effect on the Original Issue Date, or in the Notes, the Subsidiary Guarantees, the JV Subsidiary Guarantees, the Indenture or Pari Passu Subsidiary Guarantee of any Subsidiary Guarantor or JV Subsidiary Guarantor and any extensions, refinancings, renewals or replacements of any of the foregoing agreements and any subsequent extensions, refinancings, renewals or replacements thereof; provided that the encumbrances and restrictions in any such extension, refinancing, renewal or replacement, taken as a whole, are (in the good faith judgment of the Company) no more restrictive in any material respect to the Holders than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed or replaced; (2) existing under or by reason of applicable law, rule, regulation or order; (3) existing with respect to any Person or the property or assets of such Person acquired by the Company or any Restricted Subsidiary, existing at the time of such acquisition and not incurred in contemplation thereof, which encumbrances or restrictions are not applicable to any Person or the property or assets of any Person other than such Person or the property or assets of such Person so acquired, and any extensions, refinancings, renewals or replacements thereof; provided that the encumbrances and restrictions in any such extension, refinancing, renewal or replacement, taken as a whole, are no more restrictive in any material respect to the Holders than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed or replaced; (4) that otherwise would be prohibited by the provision described in clause (a)(4) of this covenant if they arise, or are agreed to in the ordinary course of business and, that (i) restrict in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease or licence, or (ii) exist by virtue of any Lien on, or agreement to transfer, option or similar right with respect to any property or assets of – 157 –

the Company or any Restricted Subsidiary not otherwise prohibited by the Indenture or (iii) do not relate to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary; (5) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or property and assets of, such Restricted Subsidiary that is permitted by the covenants under the captions “— Limitation on Sales and Issuances of Capital Stock in Restricted Subsidiaries,” “— Limitation on Indebtedness and Disqualified or Preferred Stock” and “— Limitation on Asset Sales;” (6) with respect to any Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the Incurrence of Indebtedness permitted under clause (b)(5) and (b)(15) of the covenant under the caption “— Limitation on Indebtedness and Disqualified or Preferred Stock” if, as determined by the Board of Directors, the encumbrances or restrictions are (a) customary for such type of agreement and (b) would not, at the time agreed to, be expected to materially and adversely affect the ability of the Company to make required payment on the Notes; or (7) existing in customary provisions in shareholders’ agreements, joint venture agreements and other similar agreements permitted under the Indenture, to the extent such encumbrance or restriction relates to the activities or assets of a Restricted Subsidiary that is a party to such joint venture and provided that (i) the encumbrances or restrictions are customary for a joint venture or similar agreement of that type and (ii) the encumbrances or restrictions would not, at the time agreed to, be expected to materially and adversely affect (x) the ability of the Company to make the required payments on the Notes, or (y) any Subsidiary Guarantor or JV Subsidiary Guarantor to make required payments under its Subsidiary Guarantee or JV Subsidiary Guarantee, provided further that, the Board of Directors is empowered to determine whether the conditions set forth in clauses (i) and (ii) are met, which determination shall be conclusive if evidenced by a Board Resolution. Limitation on Sales and Issuances of Capital Stock in Restricted Subsidiaries The Company will not sell, and will not permit any Restricted Subsidiary, directly or indirectly, to issue or sell any shares of Capital Stock of a Restricted Subsidiary (including options, warrants or other rights to purchase shares of such Capital Stock) except: (1) to the Company or a Wholly-Owned Restricted Subsidiary, or in the case of a Restricted Subsidiary that is not Wholly Owned, pro rata to its shareholders or incorporators or on a basis more favourable to the Company or a Wholly-Owned Restricted Subsidiary; (2) to the extent such Capital Stock represents director’s qualifying shares or is required by applicable law to be held by a Person other than the Company or a Wholly-Owned Restricted Subsidiary; – 158 –

(3) the issuance or sale of shares of Capital Stock of a Restricted Subsidiary if, immediately after giving effect to such issuance or sale, such Restricted Subsidiary would no longer constitute a Restricted Subsidiary and the deemed remaining Investment in such Person resulting from such issuance or sale is permitted to be made under the covenant described under the caption “— Limitation on Restricted Payments” on the date of such issuance or sale and provided that the Company complies with the covenant described under the caption “— Limitation on Asset Sales;” or (4) the issuance or sale of Capital Stock of a Restricted Subsidiary (which remains a Restricted Subsidiary after any such issuance or sale) provided that the Company or such Restricted Subsidiary applies the Net Cash Proceeds of such issuance or sale in accordance with the covenant described under the caption “— Limitation on Asset Sales.” Limitation on Issuances of Guarantees by Restricted Subsidiaries The Company will not permit any Restricted Subsidiary which is not a Subsidiary Guarantor or JV Subsidiary Guarantor, directly or indirectly, to Guarantee any Indebtedness (“Guaranteed Indebtedness”) of the Company or any other Restricted Subsidiary, unless (1) (a) such Restricted Subsidiary, simultaneously executes and delivers a supplemental indenture to the Indenture providing for an unsubordinated Subsidiary Guarantee (in the case of a Subsidiary Guarantor) or JV Subsidiary Guarantee (in the case of a JV Subsidiary Guarantor) of payment of the Notes by such Restricted Subsidiary and (b) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee or JV Subsidiary Guarantee until the Notes have been paid in full or (2) such Guarantee is permitted by clauses (b)(3), (4), (7) or (11)(ii) under the caption “— Limitation on Indebtedness and Disqualified or Preferred Stock.” If the Guaranteed Indebtedness (A) ranks pari passu in right of payment with the Notes or any Subsidiary Guarantee or any JV Subsidiary Guarantee, then the Guarantee of such Guaranteed Indebtedness shall rank pari passu in right of payment with, or subordinated to, the Subsidiary Guarantee or JV Subsidiary Guarantee or (B) is subordinated in right of payment to the Notes or any Subsidiary Guarantee or JV Subsidiary Guarantee, then the Guarantee of such Guaranteed Indebtedness shall be subordinated in right of payment to the Subsidiary Guarantee or JV Subsidiary Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated to the Notes or the Subsidiary Guarantee or JV Subsidiary Guarantee. The Company will not permit any JV Subsidiary Guarantor, directly or indirectly, to guarantee any Indebtedness of the Company or any other Restricted Subsidiary unless the aggregate claims of the creditor under such guarantee will be limited to the applicable JV Entitlement Amount. If any JV Subsidiary Guarantor guarantees any Indebtedness of the Company or any other Restricted Subsidiary where the aggregate claims of the creditor under such guarantee exceeds the applicable JV Entitlement Amount, such JV Subsidiary Guarantee shall be replaced with a Subsidiary Guarantee given by a Subsidiary Guarantor.

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Limitation on Transactions with Shareholders and Affiliates The Company will not, and will not permit any Restricted Subsidiary, directly or indirectly, to enter into, renew or extend any transaction or arrangement (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with (x) any holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of the Company or (y) any Affiliate of the Company (each an “Affiliate Transaction”), unless: (1) the Affiliate Transaction is on fair and reasonable terms that are no less favourable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm’s-length transaction by the Company or the relevant Restricted Subsidiary with a Person that is not an Affiliate of the Company; and (2) the Company delivers to the Trustee: (a)

with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of US$5 million (or the Dollar Equivalent thereof), a Board Resolution set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with this covenant and such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors; and

(b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of US$10 million (or the Dollar Equivalent thereof), in addition to the Board Resolution required in Clause 2(a) above, an opinion as to the fairness to the Company or such Restricted Subsidiary of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of recognised international standing. The foregoing limitation does not limit, and shall not apply to: (1) the payment of reasonable and customary regular fees and other related compensation for the service as board members to directors of the Company or any Restricted Subsidiary who are not employees of the Company or any Restricted Subsidiary; (2) transactions between or among the Company and any of its Wholly-Owned Restricted Subsidiaries or between or among Wholly-Owned Restricted Subsidiaries; (3) any Restricted Payment of the type described in clauses (1), (2) or (3) of the first paragraph of the covenant described above under the caption “— Limitation on Restricted Payments” if permitted by that covenant; (4) any issuance or sale of Capital Stock (other than Disqualified Stock) of the Company; and (5) the payment of compensation to officers and directors of the Company or any Restricted Subsidiary pursuant to an employee stock or share option scheme, so long as such scheme is in compliance with the listing rules of The Stock Exchange of Hong Kong Limited, which as of the Original Issue Date require a majority shareholder approval of any such scheme. – 160 –

In addition, the requirements of clause (2) of the first paragraph of this covenant shall not apply to (i) Investments (other than Permitted Investments) not prohibited by the covenant under the caption “— Limitation on Restricted Payments,” (ii) transactions pursuant to agreements in effect on the Original Issue Date and described in this Offering Circular, or any amendment or modification or replacement thereof, so long as such amendment, modification or replacement is not more disadvantageous to the Company and its Restricted Subsidiaries than the original agreement in effect on the Original Issue Date and (iii) any transaction between or among the Company, any Wholly Owned Restricted Subsidiary and any Restricted Subsidiary that is not a Wholly-Owned Restricted Subsidiary or between or among the Restricted Subsidiaries that are not Wholly-Owned Restricted Subsidiaries; provided that in the case of clause (iii), (a) such transaction is entered into in the ordinary course of business and (b) none of the minority shareholders or minority partners of or in such Restricted Subsidiary is a Person described in clauses (x) or (y) of the first paragraph of this covenant (other than by reason of such minority shareholder or minority partner being an officer or director of a Restricted Subsidiary). Limitation on Liens The Company will not, and will not permit any of its Restricted Subsidiaries to directly or indirectly, incur, assume or permit to exist any Lien of any nature whatsoever on any of its assets or properties of any kind, whether owned at the Original Issue Date or thereafter acquired, except Permitted Liens, unless the Notes are equally and rateably secured by such Lien. Limitation on Sale and Leaseback Transactions The Company will not, and will not permit any of its Restricted Subsidiaries to, enter into any Sale and Leaseback Transaction; provided that the Company may enter into a Sale and Leaseback Transaction if: (1) the Company could have (a) incurred Indebtedness in an amount equal to the Attributable Indebtedness relating to such Sale and Leaseback Transaction under the first paragraph of the covenant described above under the caption “— Limitation on Indebtedness and Disqualified or Preferred Stock” and (b) incurred a Lien to secure such Indebtedness pursuant to the covenant described above under the caption “— Limitation on Liens,” in which case, the corresponding Indebtedness and Lien will be deemed incurred pursuant to those provisions; (2) the gross cash proceeds of that Sale and Leaseback Transaction are at least equal to the Fair Market Value of the property that is the subject of such Sale and Leaseback Transaction on such date; and (3) the transfer of assets in that Sale and Leaseback Transaction is permitted by, and the Company applies the proceeds of such transaction in compliance with, the covenant described below under the caption “— Limitation on Asset Sales.” Limitation on Asset Sales The Company will not, and will not permit any Restricted Subsidiary to, consummate any Asset Sale, unless: (1) no Default shall have occurred and be continuing or would occur as a result of such Asset Sale; – 161 –

(2) the consideration received by the Company or such Restricted Subsidiary, as the case may be, is at least equal to the Fair Market Value of the assets sold or disposed of at the time of sale; (3) in the case of an Asset Sale that constitutes an Asset Disposition, the Company could Incur at least US$1.00 of Indebtedness under the proviso in the first paragraph of part (a) of the covenant under the caption “— Limitation on Indebtedness and Disqualified or Preferred Stock” after giving pro forma effect to such Asset Disposition; (4) at least 75% of the consideration received consists of cash, Temporary Cash Investments or Replacement Assets; provided that in the case of an Asset Sale in which the Company or such Restricted Subsidiary receives Replacement Assets involving aggregate consideration in excess of US$10 million (or the Dollar Equivalent thereof), the Company shall deliver to the Trustee an opinion as to the fairness to the Company or such Restricted Subsidiary of such Asset Sale from a financial point of view issued by an accounting, appraisal or investment banking firm of recognised international standing. For purposes of this provision, each of the following will be deemed to be cash: (a)

any liabilities, as shown on the Company’s most recent consolidated balance sheet, of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Subsidiary Guarantee or any JV Subsidiary Guarantee) that are assumed by the transferee of any such assets pursuant to a customary assumption, assignment, novation or similar agreement that releases the Company or such Restricted Subsidiary from further liability; and

(b) any securities, notes or other obligations received by the Company or any Restricted Subsidiary from such transferee that are promptly, but in any event within 30 days of closing, converted by the Company or such Restricted Subsidiary into cash, to the extent of the cash received in that conversion; (5) Within 360 days after the receipt of any Net Cash Proceeds from an Asset Sale, the Company and its Restricted Subsidiaries may apply such Net Cash Proceeds to: (a)

permanently repay Senior Indebtedness of the Company or any Restricted Subsidiary (and, if such Senior Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto) in each case owing to a Person other than the Company or a Restricted Subsidiary; or

(b) acquire Replacement Assets, including by means of acquiring the Capital Stock of a Person which holds such Replacement Assets; provided that the assets of such Person consist principally of such Replacement Assets, and such Person becomes a Restricted Subsidiary immediately following such acquisition; and

– 162 –

(6) Any Net Cash Proceeds from Asset Sales that are not applied or invested as provided in clause (5) will constitute “Excess Proceeds.” Excess Proceeds of less than (and including) US$15 million (or the Dollar Equivalent thereof) will be carried forward and accumulated. When accumulated Excess Proceeds exceed US$15 million (or the Dollar Equivalent thereof), within 10 days thereof, the Company must make an Offer to Purchase Notes having a principal amount equal to: (a)

accumulated Excess Proceeds, multiplied by

(b) a fraction (x) the numerator of which is equal to the outstanding principal amount of the Notes and (y) the denominator of which is equal to the outstanding principal amount of the Notes and all pari passu Indebtedness similarly required to be repaid, redeemed or tendered for in connection with the Asset Sale, rounded down to the nearest US$1,000. The offer price in any Offer to Purchase will be equal to 100% of the principal amount plus accrued and unpaid interest to the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Offer to Purchase, the Company may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes (and any other pari passu Indebtedness) tendered in such Offer to Purchase exceeds the amount of Excess Proceeds, the Trustee will select the Notes (and such other pari passu Indebtedness) to be repurchased on a pro rata basis. Upon completion of each Offer to Purchase, the amount of Excess Proceeds will be reset at zero. Limitation on the Company’s Business Activities The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, engage in any business other than a Permitted Business; provided that the Company or any Restricted Subsidiary may own Capital Stock of an Unrestricted Subsidiary or a joint venture or other entity that is engaged in a business other than a Permitted Business as long as any Investment therein was not prohibited when made pursuant to the covenant under the caption “— Limitation on Restricted Payments.” Anti-Layering The Company will not Incur, and will not permit any Subsidiary Guarantor or JV Subsidiary Guarantor to Incur, any Indebtedness if such Indebtedness is contractually subordinated in right of payment to any other Indebtedness of the Company or such Subsidiary Guarantor or JV Subsidiary Guarantor, as the case may be, unless such Indebtedness is also contractually subordinated in right of payment to the Notes, the applicable Subsidiary Guarantee or JV Subsidiary Guarantee, on substantially identical terms. This does not apply to distinctions between categories of Indebtedness that exist by reason of any Liens or Guarantees securing or in favour of some but not all of such Indebtedness.

– 163 –

Use of Proceeds The Company will not, and will not permit any Restricted Subsidiary to, use the net proceeds from the sale of the Notes, in any amount, for any purpose other than (i) in the approximate amounts and for the purposes specified under the caption “Use of Proceeds” in this Offering Circular and, (ii) pending the application of all of such net proceeds in such manner, to invest the portion of such net proceeds not yet so applied in Temporary Cash Investments. Designation of Restricted and Unrestricted Subsidiaries The Board of Directors may designate any Restricted Subsidiary to be an Unrestricted Subsidiary; provided that (i) no Default shall have occurred and be continuing at the time of or after giving effect to such designation; (ii) neither the Company nor any Restricted Subsidiary of the Company Guarantees or provides credit support for the Indebtedness of such Restricted Subsidiary; (iii) such Restricted Subsidiary has no outstanding Indebtedness that could trigger a cross-default to the Indebtedness of the Company or any Restricted Subsidiary; (iv) such Restricted Subsidiary does not own any Disqualified Stock of the Company or Disqualified or Preferred Stock of another Restricted Subsidiary or hold any Indebtedness of, or Lien on any property of the Company or any Restricted Subsidiary, if such Disqualified or Preferred Stock or Indebtedness could not be Incurred under the covenant described under the caption “— Limitation on Indebtedness and Disqualified or Preferred Stock” or such Lien would violate the covenant described under the caption “— Limitation on Liens;” (v) such Restricted Subsidiary does not own any Voting Stock of another Restricted Subsidiary, and all of its Subsidiaries are Unrestricted Subsidiaries or are being concurrently designated to be Unrestricted Subsidiaries in accordance with this paragraph; and (vi) the Investment deemed to have been made thereby in such newly-designated Unrestricted Subsidiary and each other newly-designated Unrestricted Subsidiary being concurrently redesignated would be permitted to be made by the covenant described under the caption “— Limitation on Restricted Payments.” The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that (i) no Default shall have occurred and be continuing at the time of or after giving effect to such designation; (ii) any Indebtedness of such Unrestricted Subsidiary outstanding at the time of such designation which will be deemed to have been Incurred by such newlydesignated Restricted Subsidiary as a result of such designation would be permitted to be Incurred by the covenant described under the caption “— Limitation on Indebtedness and Disqualified or Preferred Stock;” (iii) any Lien on the property of such Unrestricted Subsidiary at the time of such designation which will be deemed to have been incurred by such newly-designated Restricted Subsidiary as a result of such designation would be permitted to be incurred by the covenant described under the caption “— Limitation on Liens;” (iv) such Unrestricted Subsidiary is not a Subsidiary of another Unrestricted Subsidiary (that is not concurrently being designated as a Restricted Subsidiary); and (v) if such Restricted Subsidiary is not organised under the laws of the PRC, such Restricted Subsidiary shall upon such designation execute and deliver to the Trustee a supplemental indenture to the Indenture by which such Restricted Subsidiary shall become a Subsidiary Guarantor or a JV Subsidiary Guarantor to the extent required under the caption “— The Subsidiary Guarantees and the JV Subsidiary Guarantees.”

– 164 –

Government Approvals and Licences; Compliance with Law The Company will, and will cause each Restricted Subsidiary to, (i) obtain and maintain in full force and effect all governmental approvals, authorisations, consents, permits, concessions and licences as are necessary to engage in the Permitted Businesses, (ii) preserve and maintain good and valid title to its properties and assets (including land-use rights) free and clear of any Liens other than Permitted Liens and (iii) comply with all laws, regulations, orders, judgments and decrees of any governmental body, except to the extent that failure so to obtain, maintain, preserve and comply would not reasonably be expected to have a material adverse effect on (A) the business, results of operations or prospects of the Company and its Restricted Subsidiaries, taken as a whole, or (B) the ability of the Company or any Subsidiary Guarantor or any JV Subsidiary Guarantor to perform its obligations under the Notes, the relevant Subsidiary Guarantee, the relevant JV Subsidiary Guarantee, the Indenture or the Escrow Agreement. The Company shall file or cause to be filed with the NDRC the requisite information and documents within the timeframe prescribed by the NDRC after the Original Issue Date in accordance with the Circular on Promoting the Reform of the Administrative System on the Issuance by Enterprises of Foreign Debt Filings and Registrations (國家發展改革委關於推進企 業發行外債備案登記制管理改革的通知(發改外資[2015]2044號)) issued by the NDRC and which came into effect on 14 September 2015 and any implementation rules as issued by the NDRC from time to time (the “NDRC Post-issue Filing”), and the Company shall within 15 Business Days after submission of the NDRC Post-issue Filing, provide the Trustee with an Officers’ Certificate confirming the submission of the NDRC Post-issue Filing and having attached to it documents evidencing submission of the NDRC Post-issue Filing and certified that such copy is true and correct. Interest Reserve Account In connection with the Interest Reserve Account and the Escrow Agreement, the Company agrees that: (1) on the Original Issue Date, the Company shall deposit or procure that there shall be deposited into the Interest Reserve Account such amounts in U.S. dollars as are necessary to ensure that the Reserve Fund in the Interest Reserve Account is not less than the Minimum Balance as of the Original Issue Date; (2) from the Original Issue Date until the maturity date of the Notes, the Company will at all times (except as set forth in paragraph (4) below) maintain an amount in the Interest Reserve Account that is not less than the Minimum Balance; (3) the Company shall provide irrevocable instructions to the Escrow Bank six (6) months prior to each Interest Payment Date, directing the Escrow Bank to release an amount of the Reserve Fund in the Interest Reserve Account to the Paying Agent which shall be equal to the amount of interest due and payable under the Notes on the next Interest Payment Date; (4) the Company shall, no later than five (5) Business Days after any withdrawal is made pursuant to paragraph (3) above, deposit a U.S. dollar amount into the Interest Reserve Account to ensure that the Reserve Fund after such deposit shall be not less than the Minimum Balance as of the deposit date; – 165 –

(5) upon the redemption or purchase and cancellation of the Notes in full, the Company shall be entitled to instruct the Escrow Bank to release the excess Reserve Fund to the Company; and (6) from the Original Issue Date until the maturity date of the Notes, the Company will provide to the Trustee and furnish to the Holders (i) within five (5) business days after the close of each fiscal year and the end of the second financial quarter of the Company, an Officers’ Certificate stating that it has complied with the covenants listed in paragraphs (1), (2), (3) and (4) above, and (ii) within five (5) business days after the end of each calendar month, a monthly bank statement with respect to the Interest Reserve Account. The Trustee and the Escrow Bank shall not be responsible for monitoring, calculating or verifying the Minimum Balance or Reserve Fund to be maintained by the Company in the Interest Reserve Account and shall not be liable to any person for any failure to do so. The Trustee and the Escrow Bank shall not be responsible for monitoring that funds withdrawn from the Escrow Bank are applied by the Company for the purposes set forward in the Indenture or any other document. Maintenance of Insurance The Company will, and will cause its Restricted Subsidiaries to, maintain insurance with reputable and financially sound carriers against such risks and in such amounts as is customarily carried by similarly situated businesses, including, without limitation, property and casualty insurance. Changes in Covenants when Notes Are Rated Investment Grade If on any date following the date of the Indenture, the Notes have a rating of Investment Grade from both of the Rating Agencies and no Default or Event of Default has occurred and is continuing (a “Suspension Event”), then, beginning on that day and continuing until such time, if any, at which the Notes cease to have a rating of Investment Grade from either of the Rating Agencies, the provisions of the Indenture summarised under the following captions will be suspended: (1) “— Limitation on Indebtedness and Disqualified or Preferred Stock;” (2) “— Limitation on Restricted Payments;” (3) “— Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries;” (4) “— Limitation on Sales and Issuances of Capital Stock in Restricted Subsidiaries;” (5) “— Limitation on the Company’s Business Activities;” (6) “— Limitation on Sale and Leaseback Transactions;” (7) “— Limitation on Asset Sales;” and (8) “— Limitation on Issuances of Guarantees by Restricted Subsidiaries.” – 166 –

During any period that the foregoing covenants have been suspended, the Board of Directors may not designate any of the Restricted Subsidiaries as Unrestricted Subsidiaries pursuant to the covenant summarised under the caption “— Designation of Restricted and Unrestricted Subsidiaries” or the definition of “Unrestricted Subsidiary.” Such covenants will be reinstituted and apply according to their terms as of and from the first day on which a Suspension Event ceases to be in effect. Such covenants will not, however, be of any effect with regard to actions of the Company or any Restricted Subsidiary properly taken in compliance with the provisions of the Indenture during the continuance of the Suspension Event, and following reinstatement the calculations under the covenant summarised under the caption “— Limitation on Restricted Payments” will be made as if such covenant had been in effect since the date of the Indenture except that no Default will be deemed to have occurred solely by reason of a Restricted Payment made while that covenant was suspended. There can be no assurance that the Notes will ever achieve a rating of Investment Grade or that any such rating would be maintained. Provision of Financial Statements and Reports (a)

So long as any of the Notes remain outstanding, the Company will file with the Trustee and furnish to the Holders upon request, as soon as they are available but in any event not more than 10 calendar days after they are filed with The Stock Exchange of Hong Kong Limited or any other recognised exchange on which the Company’s common shares are at any time listed for trading, true and correct copies of any financial or other report in the English language filed with such exchange; provided that if at any time the Common Stock of the Company ceases to be listed for trading on a recognised stock exchange, the Company will file with the Trustee and furnish to the Holders: (1) as soon as they are available, but in any event within 90 calendar days after the end of the fiscal year of the Company, copies of its financial statements (on a consolidated basis and in the English language) in respect of such financial year (including a statement of income, balance sheet and cash flow statement) prepared in accordance with GAAP and audited by a member firm of an internationally-recognised firm of independent accountants; (2) as soon as they are available, but in any event within 45 calendar days after the end of the second financial quarter of the Company, copies of its financial statements (on a consolidated basis and in the English language) in respect of such half-year period (including a statement of income, balance sheet and cash flow statement) prepared in accordance with GAAP and read by a member firm of an internationally-recognised firm of independent accountants; and (3) as soon as they are available, but in any event within 45 calendar days after the end of each of the first and third financial quarter of the Company, copies of its unaudited financial statements (on a consolidated basis and in English language), including a statement of income, balance sheet and cash flow statement, prepared on a basis consistent with the audited financial statements of the Company together with a certificate signed by the person then authorised to sign financial statements on behalf of the Company to the effect that such financial statements are true in all material respects and present fairly the financial position of the Company as at the end of, and the results of its operations for, the relevant quarterly period. – 167 –

(b) In addition, so long as any of the Notes remain outstanding, the Company will provide to the Trustee (1) within 120 days after the close of each fiscal year, an Officers’ Certificate stating the Fixed Charge Coverage Ratio with respect to the two most recent semi-annual periods and showing in reasonable detail the calculation of the Fixed Charge Coverage Ratio, including the arithmetic computations of each component of the Fixed Charge Coverage Ratio, with a certificate from the Company’s external auditors verifying the accuracy and correctness of the calculation and arithmetic computation; and (2) as soon as possible and in any event within 30 days after the Company becomes aware or should reasonably become aware of the occurrence of a Default, an Officers’ Certificate setting forth the details of the Default, and the action which the Company proposes to take with respect thereto. (c)

If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the annual financial information required by the preceding paragraphs will include a reasonably detailed presentation of such financial information in relation to the Company and its Restricted Subsidiaries separate from the financial information of the Unrestricted Subsidiaries.

EVENTS OF DEFAULT The following events will be defined as “Events of Default” in the Indenture: (a)

default in the payment of principal of (or premium, if any, on) the Notes when the same becomes due and payable at maturity, upon acceleration, redemption or otherwise;

(b) default in the payment of interest or Additional Amounts on any Note when the same becomes due and payable, and such default continues for a period of 30 days; (c)

default in the performance or breach of the provisions of the covenants described under the caption “— Consolidation, Merger and Sale of Assets” or the failure by the Company to make or consummate an Offer to Purchase in the manner described under the captions “— Repurchase of Notes upon a Change of Control,” “— Certain Covenants — Limitation on Asset Sales” or the second paragraph under “— Certain Covenants — Designation of Restricted and Unrestricted Subsidiaries;”

(d) the Company or any Restricted Subsidiary defaults in the performance of or breaches any other covenant or agreement in the Indenture or under the Notes (other than a default specified in clause (a), (b) or (c) above) and such default or breach continues for a period of 30 consecutive days after written notice by the Trustee or the Holders of 25% or more in aggregate principal amount of the Notes; (e)

there occurs with respect to any Indebtedness of the Company or any Restricted Subsidiary having an outstanding principal amount of US$7.5 million (or the Dollar Equivalent thereof) or more in the aggregate for all such Indebtedness of all such Persons, whether such Indebtedness now exists or shall hereafter be created, (A) an event of default that has caused the holder thereof to declare such Indebtedness to be due and payable prior to its Stated Maturity and/or (B) a default in payment of principal of, or interest or premium on, or any other amounts in respect of, such Indebtedness when the same becomes due and payable or, as the case may be, after any applicable grace period; – 168 –

(f)

any final judgment or order for the payment of money in excess of US$7.5 million (or the Dollar Equivalent thereof) in the aggregate for all such final judgments or orders shall be rendered against the Company or any Restricted Subsidiary and shall not be paid or discharged for a period of 60 days during which a stay of enforcement, by reason of a pending appeal or otherwise, is not in effect;

(g) a distress, attachment, execution or other legal process is levied, enforced or sued out on or against substantially all of the property, assets or revenues of the Company or any of its Restricted Subsidiaries and is not discharged or stayed within 30 days of having been so levied, enforced or sued out; (h) any mortgage, charge, pledge, lien or other encumbrance, present or future, created or assumed by the Company or any of its Restricted Subsidiaries becomes enforceable and any step is taken to enforce it (including the taking of possession or the appointment of a receiver, manager or other similar person) against substantially all of the property, assets or revenues of the Company or any of its Restricted Subsidiaries; (i)

an involuntary case or other proceeding is commenced against the Company or any of its Restricted Subsidiaries with respect to it or its debts under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect seeking the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Company or any of its Restricted Subsidiaries or for any substantial part of the property and assets of the Company or any of its Restricted Subsidiaries and such involuntary case or other proceeding remains undismissed and unstayed for a period of 30 consecutive days; or an order for relief is entered against the Company or any of its Restricted Subsidiaries under any applicable bankruptcy, insolvency or other similar law as now or hereafter in effect;

(j)

an order is made or an effective resolution passed for the winding up or dissolution, judicial management or administration of the Company or any of its Restricted Subsidiaries (except for a members’ voluntary solvent winding up of a Restricted Subsidiary), or the Company or any of its Restricted Subsidiaries ceases or threatens to cease to carry on all or substantially all of its business or operations, except for the purpose of and followed by a reconstruction, amalgamation, reorganisation, merger or consolidation (i) on terms approved by the Holders of the Notes, or (ii) in the case of a Restricted Subsidiary, whereby the undertaking and assets of such Restricted Subsidiary are transferred to or otherwise vested in the Company or another of its Restricted Subsidiaries;

(k) the Company or any of its Restricted Subsidiaries is (or is, or could be, deemed by law or a court to be) insolvent or bankrupt or unable to pay its debts, stops, suspends or threatens to stop or suspend payment of all or substantially all of its debts, proposes or makes any agreement for the deferral, rescheduling or other readjustment of all of its debts, proposes or makes a general assignment or an arrangement or composition with or for the benefit of the relevant creditors in respect of any substantial part of such debts or a moratorium is agreed or declared in respect of or affecting all or any substantial part of (or of a particular type of) the debts of the Company or any of its Restricted Subsidiaries except for the purpose of and followed by a reconstruction, amalgamation, reorganisation, merger or consolidation (i) on terms approved by the Holders of the Notes, or (ii) in the case of a Restricted Subsidiary, whereby the undertaking and assets of such Restricted Subsidiary are transferred to or otherwise vested in the Company or another of its Restricted Subsidiaries; – 169 –

or an administrator or liquidator of the Company or any of its Restricted Subsidiaries or all or substantially all of the assets and turnover of the Company or any of its Restricted Subsidiaries is appointed; (l)

(i) any step is lawfully taken by any competent governmental authority with a view to the seizure, compulsory acquisition, expropriation or nationalisation of all or substantially all of the assets of the Company or any of its Restricted Subsidiaries or (ii) the Company or any of its Restricted Subsidiaries is prevented by any competent governmental authority from exercising normal control over all or substantially all of its property, assets and turnover;

(m) any action, condition or thing (including the obtaining or effecting of any necessary consent, approval, authorisation, exemption, filing, licence, order, recording or registration) at any time required to be taken, fulfilled or done in order (i) to enable the Company, any Subsidiary Guarantor or any JV Subsidiary Guarantor lawfully to enter into, exercise its rights and perform and comply with its obligations under the Notes and the Indenture, (ii) to ensure that those obligations are legally binding and enforceable against the Company, the Subsidiary Guarantor and the JV Subsidiary Guarantor, as the case may be, and (iii) to make the Notes and the Indenture admissible in evidence in the courts of the country in which such entity is organised, is not taken, fulfilled or done; (n) it is or will become unlawful for the Company or a Subsidiary Guarantor or a JV Subsidiary Guarantor to perform or comply with any one or more of its obligations under any of the Notes or the Indenture; (o) any Subsidiary Guarantor or JV Subsidiary Guarantor denies or disaffirms its obligations under its Subsidiary Guarantee or JV Subsidiary Guarantee or, except as permitted by the Indenture, any Subsidiary Guarantee or JV Subsidiary Guarantee is determined to be unenforceable or invalid or shall for any reason cease to be in full force and effect; or (p) default in the performance or breach of the provisions of the covenants described in paragraphs (1), (2), (3) and (4) under the caption “— Certain Covenants — Interest Reserve Account.” If an Event of Default occurs and is continuing, the Trustee may, and shall (subject to receiving indemnity and/or security and/or pre-funding to its satisfaction) upon request of Holders of at least 25% in aggregate principal amount of outstanding Notes, pursue, in its own name or as trustee of an express trust, any available remedy by proceeding at law or in equity to collect the payment of principal of, premium, if any, and interest on the Notes, to enforce the performance of any provision of the Notes or the Indenture. The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. In addition, if an Event of Default (other than an Event of Default specified in clause (i) or (j) above) occurs and is continuing under the Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes, then outstanding, by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the written request of such Holders shall (subject to receiving indemnity and/or security and/or pre-funding to its satisfaction), declare the principal of, premium, if any, and accrued and unpaid interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued and unpaid interest shall be immediately due and payable. If – 170 –

an Event of Default specified in clause (i) or (j) above occurs with respect to the Company or any Restricted Subsidiary, the principal of, premium, if any, and accrued and unpaid interest on the Notes then outstanding shall automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Holders of at least a majority in principal amount of the outstanding Notes by written notice to the Company and to the Trustee, may on behalf of the Holders waive all past defaults and rescind and annul a declaration of acceleration and its consequences if: (a)

all existing Events of Default, other than the non-payment of the principal of, premium, if any, and interest on the Notes that have become due solely by such declaration of acceleration, have been cured or waived, and

(b) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction. For information as to the waiver of defaults, see “— Amendments and Waiver.” Upon such waiver, the Default will cease to exist, and any Event of Default arising therefrom will be deemed to have been cured, but no such waiver will extend to any subsequent or other Default or impair any right consequent thereon. The Holders of at least a majority in aggregate principal amount of the outstanding Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or the Indenture, that may involve the Trustee in personal liability, or that the Trustee determines may be unduly prejudicial to the rights of Holders not joining in the giving of such direction and may take any other action it deems proper that is not inconsistent with any such direction received from Holders. Prior to taking any action under the Indenture, the Trustee will be entitled to security and/or indemnification and/or pre-funding satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action. A Holder may not pursue any remedy with respect to the Indenture or the Notes unless: (1) the Holder has previously given the Trustee written notice of a continuing Event of Default; (2) the Holders of at least 25% in aggregate principal amount of outstanding Notes make a written request to the Trustee to pursue the remedy; (3) such Holder or Holders offer the Trustee security and/or indemnity and/or pre-funding satisfactory to the Trustee against any costs, liability or expense; (4) the Trustee does not comply with the request within 60 days after receipt of the written request and the offer of indemnity and/or security and/or pre-funding; and (5) during such 60-day period, the Holders of a majority in aggregate principal amount of the outstanding Notes do not give the Trustee a written direction that is inconsistent with the request. – 171 –

However, such limitations do not apply to the contractual right expressly set forth in the Indenture of any Holder to receive payment of the principal of, premium, if any, or interest on, such Note or to bring suit for the enforcement of any such payment, on or after the due date expressed in the Notes, which right shall not be impaired, affected or amended without the consent of the Holder. Officers of the Company must certify to the Trustee in writing, on or before a date not more than 120 days after the end of each fiscal year, that a review has been conducted of the activities of the Company and its Restricted Subsidiaries and the Company’s and its Restricted Subsidiaries’ performance under the Indenture and that each of the Company and the Subsidiary Guarantors has fulfilled all of its obligations thereunder, or, if there has been a default in the fulfilment of any such obligation, specifying each such default and the nature and status thereof. The Company will also be obligated to notify the Trustee in writing of any default or defaults in the performance of any covenants or agreements under the Indenture. CONSOLIDATION, MERGER AND SALE OF ASSETS The Company will not consolidate with, merge with or into another Person, permit any Person to merge with or into it, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its and its Restricted Subsidiaries’ properties and assets (computed on a consolidated basis) (as an entirety or substantially an entirety in one transaction or a series of related transactions), unless: (1) the Company shall be the continuing Person, or the Person (if other than it) formed by such consolidation or merger or that acquired or leased such property and assets (the “Surviving Person”) shall be a corporation organised and validly existing under the laws of Bermuda or any jurisdiction thereof and shall expressly assume, by a supplemental indenture to the Indenture, executed and delivered to the Trustee, all the obligations of the Company under the Indenture, the Notes and the Escrow Agreement, as the case may be, including the obligation to pay Additional Amounts with respect to any jurisdiction in which it is organised or resident for tax purposes or through which it makes payments, and the Indenture, the Notes and the Escrow Agreement, as the case may be, shall remain in full force and effect; (2) immediately after giving effect to such transaction, no Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction on a pro forma basis, the Company or the Surviving Person, as the case may be, shall have a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of the Company immediately prior to such transaction; (4) immediately after giving effect to such transaction on a pro forma basis the Company or the Surviving Person, as the case may be, could Incur at least US$1.00 of Indebtedness under the first paragraph of the covenant under the caption “— Certain Covenants — Limitation on Indebtedness and Disqualified or Preferred Stock;” – 172 –

(5) the Company delivers to the Trustee (x) an Officers’ Certificate (attaching the arithmetic computations to demonstrate compliance with clauses (3) and (4)) and (y) an Opinion of Counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture complies with this provision and that all conditions precedent provided for in the Indenture relating to such transaction have been complied with; (6) each Subsidiary Guarantor or JV Subsidiary Guarantor, unless such Subsidiary Guarantor or JV Subsidiary Guarantor is the Person with which the Company has entered into a transaction described under the caption “— Consolidation, Merger and Sale of Assets,” shall execute and deliver a supplemental indenture to the Indenture confirming that its Subsidiary Guarantee or JV Subsidiary Guarantee shall apply to the obligations of the Company or the Surviving Person in accordance with the Notes and the Indenture; and (7) no Rating Decline shall have occurred. No Subsidiary Guarantor or JV Subsidiary Guarantor will consolidate with, merge with or into another Person, permit any Person to merge with or into it, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its and its Restricted Subsidiaries’ properties and assets (computed on a consolidated basis) (as an entirety or substantially an entirety in one transaction or a series of related transactions) to another Person (other than the Company or another Subsidiary Guarantor or in the case of a JV Subsidiary Guarantor, other than to another JV Subsidiary Guarantor, the Company or a Subsidiary Guarantor), unless: (1) such Subsidiary Guarantor or JV Subsidiary Guarantor shall be the continuing Person, or the Person (if other than it) formed by such consolidation or merger or that acquired or leased such property and assets shall be the Company, another Subsidiary Guarantor or JV Subsidiary Guarantor or shall become a Subsidiary Guarantor or JV Subsidiary Guarantor concurrently with the transaction; and shall expressly assume, by a supplemental indenture to the Indenture, executed and delivered to the Trustee, all the obligations of such Subsidiary Guarantor or JV Subsidiary Guarantor under the Indenture and the Notes, including the obligation to pay Additional Amounts with respect to any jurisdiction in which it is organised or resident for tax purposes or through which it makes payments, and the Indenture and the Notes shall remain in full force and effect; (2) immediately after giving effect to such transaction, no Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction on a pro forma basis, the Company shall have a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of the Company immediately prior to such transaction; (4) immediately after giving effect to such transaction on a pro forma basis, the Company could Incur at least US$1.00 of Indebtedness under the first paragraph of the covenant under the caption “— Certain Covenants — Limitation on Indebtedness and Disqualified or Preferred Stock;” (5) the Company delivers to the Trustee (x) an Officers’ Certificate (attaching the arithmetic computations to demonstrate compliance with clauses (3) and (4)) and (y) an Opinion of Counsel, in each case stating that such consolidation, merger or transfer and the relevant – 173 –

supplemental indenture complies with this provision and that all conditions precedent provided for in the Indenture relating to such transaction have been complied with; and (6) no Rating Decline shall have occurred; provided that this paragraph shall not apply to any sale or other disposition that complies with the covenant under the caption “— Certain Covenants — Limitation on Asset Sales” or any Subsidiary Guarantor or JV Subsidiary Guarantor whose Subsidiary Guarantee or JV Subsidiary Guarantee, as the case may be, is unconditionally released in accordance with the provisions described under the caption “— The Subsidiary Guarantees and the JV Subsidiary Guarantees — Release of the Subsidiary Guarantees or JV Subsidiary Guarantees.” Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, in certain circumstances there may be a degree of uncertainty as to whether a particular transaction would involve “all or substantially all” of the property or assets of a Person. The foregoing requirements shall not apply to a consolidation or merger of any Subsidiary Guarantor or JV Subsidiary Guarantor with and into the Company or any other Subsidiary Guarantor or JV Subsidiary Guarantor, so long as the Company or such Subsidiary Guarantor or JV Subsidiary Guarantor survives such consolidation or merger. The foregoing provisions would not necessarily afford Holders protection in the event of highly-leveraged or other transactions involving the Company that may adversely affect Holders. NO PAYMENTS FOR CONSENTS The Company will not, and shall not permit any of its Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the Indenture or the Notes unless such consideration is offered to be paid or is paid to all Holders that consent, waive or agree to amend such term or provision within the time period set forth in the solicitation documents relating to such consent, waiver or amendment. DEFEASANCE Defeasance and Discharge The Indenture will provide that the Company will be deemed to have paid and will be discharged from any and all obligations in respect of the Notes on the 183rd day after the deposit referred to below, and the provisions of the Indenture will no longer be in effect with respect to the Notes (except for, among other matters, certain obligations to register the transfer or exchange of the Notes, to replace stolen, lost or mutilated Notes, to maintain paying agencies, to pay Additional Amounts, and to hold monies for payment in trust) if, among other things: (A) the Company (a) has deposited with the Trustee, in trust, money in an amount sufficient to pay the principal of, premium, if any, and accrued interest on the Notes on the Stated Maturity of such payments in accordance with the terms of the Indenture and the Notes and – 174 –

(b) delivers to the Trustee an Opinion of Counsel or a certificate of an internationallyrecognised firm of independent accountants to the effect that the amount deposited by the Company is sufficient to provide payment for the principal of, premium, if any, and accrued interest on, the Notes on the Stated Maturity of such payment in accordance with the terms of the Indenture; (B) the Company has delivered to the Trustee an Opinion of Counsel of recognised standing internationally to the effect that the creation of the defeasance trust does not violate the U.S. Investment Company Act of 1940, as amended, and after the passage of 123 days following the deposit, the trust fund will not be subject to the effect of Section 547 of the United States Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law; and (C) immediately after giving effect to such deposit on a pro forma basis, no Event of Default, or event that after the giving of notice or lapse of time or both would become an Event of Default, shall have occurred and be continuing on the date of such deposit or during the period ending on the 183rd day after the date of such deposit, and such defeasance shall not result in a breach or violation of, or constitute a default under, any other agreement or instrument to which the Company or any of its Restricted Subsidiaries is a party or by which the Company or any of its Restricted Subsidiaries is bound. In the case of either discharge or defeasance, the Subsidiary Guarantees and the JV Subsidiary Guarantees will terminate. Defeasance of Certain Covenants The Indenture further will provide that the provisions of the Indenture will no longer be in effect with respect to clauses (3), (4), (5)(x) and (7) under the first paragraph and clauses (3), (4), (5)(x) and (6) under the second paragraph under the caption “— Consolidation, Merger and Sale of Assets” and all the covenants described herein under the caption “Certain Covenants,” other than as described under the captions “— Certain Covenants — Government Approvals and Licences; Compliance with Law” and “— Certain Covenants — Anti-Layering,” clause (c) under “— Events of Default” with respect to such clauses (3), (4), (5)(x) and (7) under the first paragraph and clauses (3), (4), (5)(x) and (6) under the second paragraph under the caption “— Consolidation, Merger and Sale of Assets” and with respect to the other events set forth in such clause, clause (d) under the caption “— Events of Default” with respect to such other covenants and clauses (e), (f) and (j) under the caption “— Events of Default” shall be deemed not to be Events of Default upon, among other things, the deposit with the Trustee, in trust, of money that through the payment of interest and principal in respect thereof in accordance with their terms will provide money in an amount sufficient to pay the principal of, premium, if any, and accrued interest on the Notes on the Stated Maturity of such payments in accordance with the terms of the Indenture and the Notes, the satisfaction of the provisions described in clause (B) of the preceding paragraph. Defeasance and Certain Other Events of Default In the event the Company exercises its option to omit compliance with certain covenants and provisions of the Indenture with respect to the Notes as described in the immediately preceding paragraph and the Notes are declared due and payable because of the occurrence of an Event of – 175 –

Default that remains applicable, the amount of money on deposit with the Trustee will be sufficient to pay amounts due on the Notes at the time of their Stated Maturity but may not be sufficient to pay amounts due on the Notes at the time of the acceleration resulting from such Event of Default. However, the Company will remain liable for such payments. AMENDMENTS AND WAIVER Amendments Without Consent of Holders The Indenture, the Notes, the Subsidiary Guarantees, the JV Subsidiary Guarantees (if any), may be amended, without the consent of any Holder, to: (1) cure any ambiguity, defect or inconsistency in the Indenture, the Notes, the Subsidiary Guarantees, the JV Subsidiary Guarantees (if any) in a manner that does not materially and adversely affect the rights of any Holder; (2) comply with the provisions described under the caption “— Consolidation, Merger and Sale of Assets;” (3) evidence and provide for the acceptance of appointment by a successor Trustee; (4) add any Subsidiary Guarantor or JV Subsidiary Guarantor or any Subsidiary Guarantee or JV Subsidiary Guarantee or release any Subsidiary Guarantor or JV Subsidiary Guarantor from any Subsidiary Guarantee or JV Subsidiary Guarantee, as the case may be, as provided or permitted by the terms of the Indenture; (5) provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture; (6) add collateral to secure the Notes or any Subsidiary Guarantee or JV Subsidiary Guarantee and create or register Liens on such collateral or release any such collateral as provided or permitted by the terms of the Indenture; (7) make any other change that does not adversely affect the rights of any Holder; (8) in any other case where a supplemental indenture to the Indenture is required or permitted to be entered into pursuant to the provisions of the Indenture without the consent of any Holder; (9) effect any changes to the Indenture in a manner necessary to comply with the procedures of Euroclear, Clearstream or any successor clearing system; or (10) conform the text of the Indenture, the Notes, the Subsidiary Guarantees or the JV Subsidiary Guarantees to any provision of this “Description of the Notes” to the extent that such provision in this “Description of the Notes” was intended to be a verbatim recitation of a provision in the Indenture, the Notes, the Subsidiary Guarantees or the JV Subsidiary Guarantees. – 176 –

Amendments With Consent of Holders Amendments of the Indenture, the Notes, the Subsidiary Guarantees, the JV Subsidiary Guarantees (if any), may be made by the Company, the Subsidiary Guarantors, the JV Subsidiary Guarantors, if any, and the Trustee with the consent of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes, and the Holders of a majority in aggregate principal amount of the outstanding Notes may waive future compliance by the Company, the Subsidiary Guarantors and the JV Subsidiary Guarantors with any provision of the Indenture, the Notes, the Subsidiary Guarantees, the JV Subsidiary Guarantees; provided, however, that no such modification or amendment may, without the consent of each Holder affected thereby: (1) change the Stated Maturity of the principal of, or any instalment of interest on, any Note; (2) reduce the principal amount of, or premium, if any, or interest on, any Note; (3) change the place, currency or time of payment of principal of, or premium, if any, or interest on, any Note; (4) impair the contractual right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the redemption date) of any Note or any Subsidiary Guarantee or any JV Subsidiary Guarantee; (5) reduce the above stated percentage of outstanding Notes the consent of whose Holders is necessary to modify or amend the Indenture; (6) waive a default in the payment of principal of, premium, if any, or interest on the Notes; (7) release any Subsidiary Guarantor or JV Subsidiary Guarantor from its Subsidiary Guarantee or JV Subsidiary Guarantee, as the case may be, except as provided in the Indenture; (8) release any collateral, except as provided or permitted by the terms of the Indenture; (9) reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with certain provisions of the Indenture or for waiver of certain defaults; (10) amend, change or modify any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner that adversely affects the Holders; (11) reduce the amount payable upon a Change of Control Offer or an Offer to Purchase with the Excess Proceeds from any Asset Sale or change the time or manner by which a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale may be made or by which the Notes must be repurchased pursuant to a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale; (12) change the redemption date or the redemption price of the Notes from that stated under the caption “— Redemption for Taxation Reasons;” – 177 –

(13) amend, change or modify the obligation of the Company or any Subsidiary Guarantor or any JV Subsidiary Guarantor to pay Additional Amounts; or (14) amend, change or modify any provision of the Indenture or the related definition affecting the ranking of the Notes or any Subsidiary Guarantee or any JV Subsidiary Guarantee as to contractual right of payment in a manner which adversely affects the Holders. UNCLAIMED MONEY Claims against the Company for the payment of principal of, premium, if any, or interest, on the Notes will become void unless presentation for payment is made as required in the Indenture within a period of six years. NO PERSONAL LIABILITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS, DIRECTORS OR EMPLOYEES No recourse for the payment of the principal of, premium, if any, or interest on any of the Notes or for any claim based thereon or otherwise in respect thereof, and no recourse under or upon any obligation, covenant or agreement of the Company or any of the Subsidiary Guarantors or JV Subsidiary Guarantors in the Indenture, or in any of the Notes, the Subsidiary Guarantees or the JV Subsidiary Guarantees, or because of the creation of any Indebtedness represented thereby, shall be had against any incorporator, stockholder, officer, director, employee or controlling person of the Company or any of the Subsidiary Guarantors or the JV Subsidiary Guarantors or of any successor Person thereof. Each Holder, by accepting the Notes, waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Notes, the Subsidiary Guarantees and the JV Subsidiary Guarantees. Such waiver may not be effective to waive liabilities under the U.S. federal securities laws. CONCERNING THE TRUSTEE, THE REGISTRAR, THE PAYING AGENT AND TRANSFER AGENT The Hongkong and Shanghai Banking Corporation Limited is to be appointed as Trustee under the Indenture, and as registrar (the “Registrar”), paying agent (the “Paying Agent”) and transfer agent (the “Transfer Agent,” together with the Registrar and the Paying Agent, the “Agents”) with regard to the Notes. Except during the continuance of a Default, the Trustee will not be liable, except for the performance of such duties as are specifically set forth in the Indenture. If an Event of Default has occurred and is continuing, the Trustee will use the same degree of care and skill, as applicable, in its exercise of the rights and powers vested in it under the Indenture as a prudent person would exercise under the circumstances in the conduct of such person’s own affairs. Pursuant to the terms of the Indenture and the Notes, the Company, the Subsidiary Guarantors and the JV Subsidiary Guarantors (if any) will reimburse the Trustee and the Agents for all reasonable expenses. The Indenture contains limitations on the rights of the Trustee, should it become a creditor of the Company or any of the Subsidiary Guarantors or JV Subsidiary Guarantors, to obtain payment of claims in certain cases or to realise on certain property received by it in respect of any such – 178 –

claims, as security or otherwise. The Trustee is permitted to engage in other transactions including normal banking and trustee relationships, with the Company and its Affiliates; provided, however, that if it becomes aware of any conflicting interest, it must eliminate such conflict or resign. If the Company maintains a paying agent with respect to the Notes in a member state of the European Union, such paying agent will be located in a member state of the European Union that is not obligated to withhold or deduct tax pursuant to the Savings Directive or any other directive amending, supplementing or replacing the Savings Directive, or any law implementing or complying with, or introduced in order to conform to, the Savings Directive or such other directives. The Trustee shall not be responsible for the performance by any other person appointed by the Company in relation to the Notes and shall assume that the same are being duly performed. The Trustee shall not be liable to any Holders or any other person for any action taken by the Holders or the Trustee, as the case may be, in accordance with the instructions of the Holders. The Trustee shall be entitled to rely on any written direction of the Holders which has been duly given by the Holders of the requisite principal amount of the Notes outstanding. Furthermore, each Holder, by accepting the Notes will agree, for the benefit of the Trustee, that it is solely responsible for its own independent appraisal of and investigation into all risks arising under or in connection with the Notes and the Indenture and has not relied on and will not at any time rely on the Trustee in respect of such risks. The Trustee shall not be deemed to have knowledge of any event unless it has received express written notice of such event or a Responsible Officer has actual knowledge thereof. Neither the Trustee nor any of the Agents shall be deemed to have knowledge of an Event of Default or a Default unless it has been notified in writing of such an Event of Default or Default thereof. BOOK-ENTRY; DELIVERY AND FORM The Notes will be represented by a global certificate in registered form without interest coupons attached (the “Global Certificate”). On the Original Issue Date, the Global Certificate will be deposited with a common depositary and registered in the name of the common depositary or its nominee for the accounts of Euroclear and Clearstream. Any additional Notes will be represented by additional global certificates in registered form without interest coupons attached (the “Additional Global Certificates” and, together with the Global Certificate, the “Global Certificates”). GLOBAL CERTIFICATE Ownership of beneficial interests in the Global Certificate (the “book-entry interests”) will be limited to persons that have accounts with Euroclear and/or Clearstream or persons that may hold interests through such participants. Book-entry interests will be shown on, and transfers thereof will be effected only through, records maintained in book-entry form by Euroclear and Clearstream and their participants. Except as set forth below under the caption “— Individual Definitive Notes,” the book-entry interests will not be held in definitive form. Instead, Euroclear and/or Clearstream will credit on their respective book-entry registration and transfer systems a participant’s account with the – 179 –

interest beneficially owned by such participant. The laws of some jurisdictions may require that certain purchasers of securities take physical delivery of such securities in definitive form. The foregoing limitations may impair the ability to own, transfer or pledge book-entry interests. So long as the Notes are held in global form, the common depositary for Euroclear and/or Clearstream (or its nominee) will be considered the sole holder of the Global Certificate for all purposes under the Indenture and “holders” of book-entry interests will not be considered the owners or “Holders” of Notes for any purpose. As such, participants must rely on the procedures of Euroclear and Clearstream and indirect participants must rely on the procedures of the participants through which they own book-entry interests in order to transfer their interests in the Notes or to exercise any rights of Holders under the Indenture. None of the Company, the Subsidiary Guarantors, the JV Subsidiary Guarantors (if any), the Trustee or any of their respective agents will have any responsibility or be liable for any aspect of the records relating to the book-entry interests. The Notes are not issuable in bearer form. PAYMENTS ON THE GLOBAL CERTIFICATE Payments of any amounts owing in respect of the Global Certificate (including principal, premium, interest and Additional Amounts) will be made to the Paying Agent in U.S. dollars. The Paying Agent will, in turn, make such payments to the common depositary for Euroclear and Clearstream, which will distribute such payments to participants in accordance with their procedures. Each of the Company, the Subsidiary Guarantors and the JV Subsidiary Guarantors will make payments of all such amounts without deduction or withholding for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature, except as may be required by law and as described under the caption “— Additional Amounts.” Under the terms of the Indenture, the Company, any Subsidiary Guarantor, any JV Subsidiary Guarantor, the Trustee and the Paying Agent will treat the registered holder of the Global Certificate (i.e., the common depositary or its nominee) as the owner thereof for the purpose of receiving payments and for all other purposes. Consequently, none of the Company, the Subsidiary Guarantors, the JV Subsidiary Guarantors, the Trustee, the Paying Agent or any of their respective agents has or will have any responsibility or liability for: •

any aspect of the records of Euroclear, Clearstream or any participant or indirect participant relating to or payments made on account of a book-entry interest, for any such payments made by Euroclear, Clearstream or any participant or indirect participants, or for maintaining, supervising or reviewing any of the records of Euroclear, Clearstream or any participant or indirect participant relating to or payments made on account of a book-entry interest; or

•

any action or failure to take action by Euroclear, Clearstream or any participant or indirect participant.

Payments by participants to owners of book-entry interests held through participants are the responsibility of such participants. – 180 –

REDEMPTION OF GLOBAL CERTIFICATE In the event the Global Certificate, or any portion thereof, is redeemed, the common depositary will distribute the amount received by it in respect of the Global Certificate so redeemed to Euroclear and/or Clearstream, as applicable, who will distribute such amount to the holders of the book-entry interests in such Global Certificate. The redemption price payable in connection with the redemption of such book-entry interests will be equal to the amount received by the common depositary, Euroclear or Clearstream, as applicable, in connection with the redemption of such Global Certificate (or any portion thereof). The Company understands that under existing practices of Euroclear and Clearstream, if fewer than all of the Notes are to be redeemed at any time, Euroclear and Clearstream will credit their respective participants’ accounts on a proportionate basis (with adjustments to prevent fractions) or by lot or on such other basis as they deem fair and appropriate; provided, however, that no book-entry interest of US$200,000 principal amount, or less, as the case may be, will be redeemed in part. ACTION BY OWNERS OF BOOK-ENTRY INTERESTS Euroclear and Clearstream have advised that they will take any action permitted to be taken by a Holder only at the direction of one or more participants to whose account the book entry interests in the Global Certificate are credited and only in respect of such portion of the aggregate principal amount of Notes as to which such participant or participants has or have given such direction. Euroclear and Clearstream will not exercise any discretion in the granting of consents, waivers or the taking of any other action in respect of the Global Certificate. If there is an Event of Default under the Notes, however, each of Euroclear and Clearstream reserves the right to exchange the Global Certificate for individual definitive notes in certificated form, and to distribute such individual definitive notes to their participants. TRANSFERS Transfers between participants in Euroclear and Clearstream will be effected in accordance with Euroclear and Clearstream’s rules and will be settled in immediately available funds. If a Holder requires physical delivery of individual definitive notes for any reason, including to sell the Notes to persons in jurisdictions which require physical delivery of such securities or to pledge such securities, such Holder must transfer its interest in the Global Certificate in accordance with the normal procedures of Euroclear and Clearstream and in accordance with the provisions of the Indenture. Book-entry interests in the Global Certificates will be subject to the restrictions on transfer discussed under “Transfer Restrictions” in this Offering Circular. Any book-entry interest in a Global Certificate that is transferred to a person who takes delivery in the form of a book-entry interest in another Global Certificate will, upon transfer, cease to be a book-entry interest in the first-mentioned Global Certificate and become a book-entry interest in the other Global Certificate and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to book-entry interests in such other Global Certificate for as long as it retains such a book-entry interest. – 181 –

GLOBAL CLEARANCE AND SETTLEMENT UNDER THE BOOK-ENTRY SYSTEM Book-entry interests owned through Euroclear or Clearstream accounts will follow the settlement procedures applicable. Book-entry interests will be credited to the securities custody accounts of Euroclear and Clearstream participants on the business day following the settlement date against payment for value on the settlement date. The book-entry interests will trade through participants of Euroclear or Clearstream, and will settle in immediately available funds. Since the purchaser determines the place of delivery, it is important to establish at the time of trading of any book-entry interests where both the purchaser’s and seller’s accounts are located to ensure that settlement can be made on the desired value date. INFORMATION CONCERNING EUROCLEAR AND CLEARSTREAM The Company understands as follows with respect to Euroclear and Clearstream: Euroclear and Clearstream hold securities for participating organisations and facilitate the clearance and settlement of securities transactions between their respective participants through electronic book-entry changes in accounts of such participants. Euroclear and Clearstream provide to their participants, among other things, services for safekeeping, administration, clearance and settlement of internationally traded securities and securities lending and borrowing. Euroclear and Clearstream interface with domestic securities markets. Euroclear and Clearstream participants are financial institutions, such as underwriters, securities brokers and dealers, banks and trust companies, and certain other organisations. Indirect access to Euroclear or Clearstream is also available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodian relationship with a Euroclear or Clearstream participant, either directly or indirectly. Although the foregoing sets out the procedures of Euroclear and Clearstream in order to facilitate the original issue and subsequent transfers of interests in the Notes among participants of Euroclear and Clearstream, neither Euroclear nor Clearstream is under any obligation to perform or continue to perform such procedures, and such procedures may be discontinued at any time. None of the Company, the Subsidiary Guarantors, the JV Subsidiary Guarantors, the Trustee or any of their respective agents will have responsibility for the performance of Euroclear or Clearstream or their respective participants of their respective obligations under the rules and procedures governing their operations, including, without limitation, rules and procedures relating to book-entry interests. INDIVIDUAL DEFINITIVE NOTES If (1) the common depositary or any successor to the common depositary is at any time unwilling or unable to continue as a depositary for the reasons described in the Indenture and a successor depositary is not appointed by the Company within 90 days (2) either Euroclear or Clearstream, or a successor clearing system is closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or announces an intention to permanently cease business or does in fact do so, or (3) any of the Notes has become immediately due and – 182 –

payable in accordance with “— Events of Default” and the Company has received a written request from a Holder, the Company will issue individual definitive notes in registered form in exchange for the Global Certificate. Upon receipt of such notice from the common depositary or the Trustee, as the case may be, the Company will use its reasonable best efforts to make arrangements with the common depositary for the exchange of interests in the Global Certificate for individual definitive notes and cause the requested individual definitive notes to be executed and delivered to the Registrar in sufficient quantities and authenticated by the Registrar for delivery to Holders. Persons exchanging interests in the Global Certificate for individual definitive notes will be required to provide the Registrar, through the relevant clearing system, with written instruction and other information required by the Company and the Registrar to complete, execute and deliver such individual definitive notes. In all cases, individual definitive notes delivered in exchange for any Global Certificate or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by the relevant clearing system. Individual definitive notes will not be eligible for clearing and settlement through Euroclear or Clearstream. NOTICES All notices or demands required or permitted by the terms of the Notes or the Indenture to be given to or by the Holders are required to be in writing and may be given or served by being sent by prepaid courier or by being deposited, first-class postage prepaid, in mails of the relevant jurisdiction (if intended for the Company, any Subsidiary Guarantor or any JV Subsidiary Guarantor) addressed to the Company, such Subsidiary Guarantor or JV Subsidiary Guarantor, or (if intended for the Trustee), to the corporate trust office of the Trustee; and (if intended for any Holder) addressed to such Holder at such Holder’s last address as it appears in the Note register. Any such notice or demand will be deemed to have been sufficiently given or served when so sent or deposited and, if to the Holders, when delivered in accordance with the applicable rules and procedures of Euroclear or Clearstream, as the case may be. Any such notice shall be deemed to have been delivered on the day such notice is delivered to Euroclear or Clearstream, as the case may be, or if by mail, when so sent or deposited. CONSENT TO JURISDICTION; SERVICE OF PROCESS The Company and each of the Subsidiary Guarantors and the JV Subsidiary Guarantors will irrevocably (i) submit to the non-exclusive jurisdiction of any U.S. Federal or New York State court located in the Borough of Manhattan, The City of New York in connection with any suit, action or proceeding arising out of, or relating to, the Notes, any Subsidiary Guarantee, any JV Subsidiary Guarantee, the Indenture or any transaction contemplated thereby and (ii) designate and appoint Law Debenture Corporate Services Inc. for receipt of service of process in any such suit, action or proceeding. GOVERNING LAW Each of the Notes, the Subsidiary Guarantees, the JV Subsidiary Guarantees and the Indenture provides that such instrument will be governed by, and construed in accordance with, the laws of the State of New York. – 183 –

DEFINITIONS Set forth below are defined terms used in the covenants and other provisions of the Indenture. Reference is made to the Indenture for other capitalised terms used in this “Description of the Notes” for which no definition is provided. “Escrow Bank” has the meaning set forth under the caption “— Interest Reserve Account.” “Escrow Agreement” means the escrow agreement dated on or about the Original Issue Date and as amended and supplemented from time to time between the Company and the Escrow Bank. “Acquired Indebtedness” means Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary or Indebtedness of a Restricted Subsidiary assumed in connection with an Asset Acquisition by such Restricted Subsidiary whether or not Incurred in connection with, or in contemplation of, the Person merging with or into or becoming a Restricted Subsidiary. “Affiliate” means, with respect to any Person, any other Person (i) directly or indirectly controlling, controlled by, or under direct or indirect common control with, such Person; (ii) who is a director or officer of such Person or any Subsidiary of such Person or of any Person referred to in clause (i) of this definition or (iii) who is a spouse or any person cohabiting as a spouse, child, parent, brother, sister, parent-in-law, grandchild, grandparent, uncle, aunt, nephew or niece of a Person described in clause (i) or (ii). For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise. “Asset Acquisition” means (1) an investment by the Company or any of its Restricted Subsidiaries in any other Person pursuant to which such Person shall become a Restricted Subsidiary or shall be merged into or consolidated with the Company or any of its Restricted Subsidiaries, or (2) an acquisition by the Company or any of its Restricted Subsidiaries of the property and assets of any Person other than the Company or any of its Restricted Subsidiaries that constitute substantially all of a division or line of business of such Person. “Asset Disposition” means the sale or other disposition by the Company or any of its Restricted Subsidiaries (other than to the Company or another Restricted Subsidiary) of (1) all or substantially all of the Capital Stock of any Restricted Subsidiary or (2) all or substantially all of the assets that constitute a division or line of business of the Company or any of its Restricted Subsidiaries. “Asset Sale” means any sale, transfer or other disposition (including by way of merger, consolidation or Sale and Leaseback Transaction) of any of its property or assets (including any sale or issuance of Capital Stock of a Subsidiary) in one transaction or a series of related transactions by the Company or any of its Restricted Subsidiaries to any Person; provided that “Asset Sale” shall not include: (a)

sales, transfers or other dispositions of inventory, receivables and other current assets in the ordinary course of business; – 184 –

(b) sales, transfers or other dispositions of assets constituting a Permitted Investment or Restricted Payment permitted to be made pursuant to the covenant described under the caption “— Certain Covenants — Limitation on Restricted Payments;” (c)

sales, transfers or other dispositions of assets with a Fair Market Value not in excess of US$1.0 million (or the Dollar Equivalent thereof) in any transaction or series of related transactions;

(d) any sale, transfer, assignment or other disposition of any property or equipment that has become damaged, worn out, obsolete or otherwise unsuitable for use in connection with the business of the Company or its Restricted Subsidiaries; (e)

any transfer, assignment or other disposition deemed to occur in connection with creating or granting any Permitted Lien;

(f)

the sale of cash or Temporary Cash Equivalents in the ordinary course of business; or

(g) any sale, transfer or other disposition by the Company or any of its Restricted Subsidiaries, including the sale or issuance by the Company or any Restricted Subsidiary of any Capital Stock of any Restricted Subsidiary, to the Company or any Restricted Subsidiary. “Attributable Indebtedness” means, in respect of a Sale and Leaseback Transaction, the present value, discounted at the interest rate implicit in the Sale and Leaseback Transaction, of the total obligations of the lessee for rental payments during the remaining term of the lease in the Sale and Leaseback Transaction. “Average Life” means, at any date of determination with respect to any Indebtedness, the quotient obtained by dividing (1) the sum of the products of (a) the number of years from such date of determination to the dates of each successive scheduled principal payment of such Indebtedness and (b) the amount of such principal payment by (2) the sum of all such principal payments. “Board of Directors” means the board of directors elected or appointed by the stockholders of the Company to manage the business of the Company or any committee of such board duly authorised to take the action purported to be taken by such committee. “Board Resolution” means any resolution of the Board of Directors taking an action which it is authorised to take and adopted at a meeting duly called and held at which a quorum of disinterested members (if so required) was present and acting throughout or adopted by written resolution executed by every member of the Board of Directors. “Business Day” means any day which is not a Saturday, Sunday, legal holiday or other day on which banking institutions in The City of New York or Hong Kong (or in any other place in which payments on the Notes are to be made) are authorised by law or governmental regulation to close. “Capital Stock” means, with respect to any Person, any and all shares, interests, participations or other equivalents (however designated, whether voting or non-voting) in equity of such Person, whether outstanding on the Original Issue Date or issued thereafter, including, without limitation, all Common Stock and Preferred Stock but excluding debt securities convertible or exchangeable into such equity. – 185 –

“Capitalised Lease” means, with respect to any Person, any lease of any property (whether real, personal or mixed) which, in conformity with GAAP, is required to be capitalised on the balance sheet of such Person. “Capitalised Lease Obligations” means the discounted present value of the rental obligations under a Capitalised Lease. “Change of Control” means the occurrence of one or more of the following events: (1) the merger, amalgamation, or consolidation of the Company with or into another Person (other than one or more Permitted Holders) or the merger or amalgamation of another Person (other than one or more Permitted Holders) with or into the Company, or the sale of all or substantially all the assets of the Company to another Person (other than one or more Permitted Holders); (2) the Permitted Holders are collectively the beneficial owners (as such term is used in Rule 13d-3 of the U.S. Securities Exchange Act of 1934, as amended) of less than 30% of the total voting power of the Voting Stock of the Company; (3) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the U.S. Securities Exchange Act, as amended) is or becomes the “beneficial owner” (as defined above), directly or indirectly, of total voting power of the Voting Stock of the Company greater than such total voting power held beneficially by the Permitted Holders; (4) individuals who on the Original Issue Date constituted the board of directors of the Company, together with any new directors whose election by the board of directors was approved by a vote of at least two-thirds of the directors then still in office who were either directors on the Original Issue Date or whose election was previously so approved, cease for any reason to constitute a majority of the board of directors of the Company then in office; or (5) the adoption of a plan relating to the liquidation or dissolution of the Company. “Clearstream” means Clearstream Banking S.A. “Commodity Agreement” means any raw materials futures contract, forward contract, commodity swap agreement, commodity option agreement or other similar agreement or arrangement designed to protect against fluctuations in raw material prices. “Common Stock” means, with respect to any Person, any and all shares, interests or other participations in, and other equivalents (however designated and whether voting or non-voting) of such Person’s common stock or ordinary shares, whether or not outstanding at the date of the Indenture, and include, without limitation, all series and classes of such common stock or ordinary shares. “Consolidated Assets” means, with respect to any Restricted Subsidiary at any date of determination, the Company and its Restricted Subsidiaries’ proportionate interest in the total consolidated assets of such Restricted Subsidiary and its Restricted Subsidiaries measured in accordance with GAAP as of the last day of the most recent fiscal quarter for which consolidated – 186 –

financial statements of the Company and its Restricted Subsidiaries (which the Company shall use its best efforts to compile in a timely manner) are available (which may be internal consolidated financial statements). “Consolidated EBITDA” means, for any period, Consolidated Net Income for such period plus, to the extent such amount was deducted in calculating such Consolidated Net Income: (1) Consolidated Interest Expense, (2) income taxes (other than income taxes attributable to extraordinary and non-recurring gains (or losses) or sales of assets), and (3) depreciation expense, amortisation expense and all other non-cash items reducing Consolidated Net Income (other than non-cash items in a period which reflect cash expenses paid or to be paid in another period), less all non-cash items increasing Consolidated Net Income, all as determined on a consolidated basis for the Company and its Restricted Subsidiaries in conformity with GAAP; provided that (i) if any Restricted Subsidiary is not a Wholly-Owned Restricted Subsidiary, Consolidated EBITDA shall be reduced (to the extent not otherwise reduced in accordance with GAAP) by an amount equal to (A) the amount of the Consolidated Net Income attributable to such Restricted Subsidiary multiplied by (B) the percentage ownership interest in the income of such Restricted Subsidiary not owned on the last day of such period by the Company or any of its Restricted Subsidiaries and (ii) in the case of any PRC CJV (consolidated in accordance with GAAP), Consolidated EBITDA shall be reduced (to the extent not already reduced in accordance with GAAP) by any payments, distributions or amounts (including the Fair Market Value of any non-cash payments, distributions or amounts) required to be made or paid by such PRC CJV to the PRC CJV Partner, or to which the PRC CJV Partner otherwise has a right or is entitled, pursuant to the joint venture agreement governing such PRC CJV. “Consolidated Fixed Charges” means, for any period, the sum (without duplication) of (i) Consolidated Interest Expense for such period and (ii) all cash and non-cash dividends, paid, declared, accrued or accumulated during such period on any Disqualified Stock or Preferred Stock of the Company or any Restricted Subsidiary held by Persons other than the Company or any Wholly-Owned Restricted Subsidiary. “Consolidated Interest Expense” means, for any period, the amount that would be included in gross interest expense on a consolidated income statement prepared in accordance with GAAP for such period of the Company and its Restricted Subsidiaries, plus, to the extent not included in such gross interest expense, and to the extent incurred, accrued or payable during such period by the Company and its Restricted Subsidiaries, without duplication, (i) interest expense attributable to Capitalised Lease Obligations, (ii) amortisation of debt issuance costs and original issue discount expense and non-cash interest payments in respect of any Indebtedness, (iii) the interest portion of any deferred payment obligation, (iv) all commissions, discounts and other fees and charges with respect to letters of credit or similar instruments issued for financing purposes or in respect of any Indebtedness, (v) the net costs associated with Hedging Obligations (including the amortisation of fees), (vi) interest accruing on Indebtedness of any other Person that is Guaranteed by, or secured by a Lien on any asset of, the Company or any Restricted Subsidiary and (vii) any capitalised interest, provided that interest expense attributable to – 187 –

interest on any Indebtedness bearing a floating interest rate will be computed on a pro forma basis as if the rate in effect on the date of determination had been the applicable rate for the entire relevant period. “Consolidated Net Income” means, with respect to any specified Person for any period, the aggregate of the net income (or loss) of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, determined in conformity with GAAP; provided that the following items shall be excluded in computing Consolidated Net Income (without duplication): (1) the net income (or loss) of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting except that: (a)

subject to the exclusion contained in clause (5) below, the Company’s equity in the net income of any such Person for such period shall be included in such Consolidated Net Income up to the aggregate amount of cash actually distributed by such Person during such period to the Company or a Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend or other distribution paid to a Restricted Subsidiary, to the limitations contained in clause (3) below); and

(b) the Company’s equity in a net loss of any such Person for such period shall be included in determining such Consolidated Net Income to the extent funded with cash or other assets of the Company or Restricted Subsidiaries; (2) the net income (or loss) of any Person accrued prior to the date it becomes a Restricted Subsidiary or is merged into or consolidated with the Company or any of its Restricted Subsidiaries or all or substantially all of the property and assets of such Person are acquired by the Company or any of its Restricted Subsidiaries; (3) the net income (but not loss) of any Restricted Subsidiary to the extent that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary of such net income is not at the time permitted by the operation of the terms of its charter, articles of association or other constitutive document or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to such Restricted Subsidiary; (4) the cumulative effect of a change in accounting principles; (5) any net after tax gains realised on the sale or other disposition of (A) any property or assets of the Company or any Restricted Subsidiary which is not sold in the ordinary course of its business or (B) any Capital Stock of any Person (including any gains by the Company realised on sales of Capital Stock of the Company or other Restricted Subsidiaries); (6) any translation gains and losses due solely to fluctuations in currency values and related tax effects; and (7) any net after-tax extraordinary or non-recurring gains. “Consolidated Net Worth” means, at any date of determination, stockholders’ equity as set forth on the most recently available semi-annual or annual consolidated balance sheet (which may be an internal consolidated balance sheet) of the Company and its Restricted Subsidiaries, plus, to – 188 –

the extent not included, any Preferred Stock of the Company, less any amounts attributable to Disqualified Stock or any equity security convertible into or exchangeable for Indebtedness, the cost of treasury stock and the principal amount of any promissory notes receivable from the sale of the Capital Stock of the Company or any of its Restricted Subsidiaries, each item to be determined in conformity with GAAP. “Currency Agreement” means any foreign exchange forward contract, currency swap agreement or other similar agreement or arrangement designed to protect against fluctuations in foreign exchange rates. “Default” means any event that is, or after notice or passage of time or both would be, an Event of Default. “Disqualified Stock” means any class or series of Capital Stock of any Person that by its terms or otherwise is (1) required to be redeemed prior to the date that is 183 days after the Stated Maturity of the Notes, (2) redeemable at the option of the holder of such class or series of Capital Stock at any time prior to the date that is 183 days after the Stated Maturity of the Notes or (3) convertible into or exchangeable for Capital Stock referred to in clause (1) or (2) above or Indebtedness having a scheduled maturity prior to the date that is 183 days after the Stated Maturity of the Notes; provided that any Capital Stock that would not constitute Disqualified Stock but for provisions thereof giving holders thereof the right to require such Person to repurchase or redeem such Capital Stock upon the occurrence of an “asset sale” or “change of control” occurring prior to the date that is 183 days after the Stated Maturity of the Notes shall not constitute Disqualified Stock if the “asset sale” or “change of control” provisions applicable to such Capital Stock are no more favourable to the holders of such Capital Stock than the provisions contained in the covenants under the captions “— Certain Covenants — Limitation on Asset Sales” and “— Repurchase of Notes upon a Change of Control” and such Capital Stock specifically provides that such Person will not repurchase or redeem any such stock pursuant to such provision prior to the Company’s repurchase of such Notes as are required to be repurchased pursuant to the covenants under the captions “— Certain Covenants — Limitation on Asset Sales” and “— Certain Covenants — Repurchase of Notes upon a Change of Control.” “Dollar Equivalent” means the amount in a currency other than U.S. dollars, at any time for the determination thereof, equal to a specified amount of U.S. dollars obtained by converting such U.S. dollar amount into such foreign currency at the base rate for the purchase of such foreign currency with the applicable U.S. dollar amount as quoted by the Federal Reserve Bank of New York on the date of determination. “Euroclear” means Euroclear Bank SA/NV, as operator of the Euroclear System. “Fair Market Value” means the price that would be paid in an arm’s-length transaction between an informed and willing seller under no compulsion to sell and an informed and willing buyer under no compulsion to buy, as determined in good faith by the Board of Directors, whose determination shall be conclusive if evidenced by a Board Resolution, except in the case of a determination of Fair Market Value of total assets for the purposes of determining a JV Entitlement Amount, in which case such price shall be determined by an accounting, appraisal or investment banking firm of recognised international standing appointed by the Company. – 189 –

“Fixed Charge Coverage Ratio” means, on any Transaction Date, the ratio of (1) the aggregate amount of Consolidated EBITDA for the then most recent four fiscal quarter periods prior to such Transaction Date for which consolidated financial statements of the Company (which the Company shall use commercially reasonable efforts to compile in a timely manner) are available (which may be internal consolidated financial statements) (the “Four Quarter Period”) to (2) the aggregate Consolidated Fixed Charges during such Four Quarter Period. In making the foregoing calculation: (A) pro forma effect shall be given to any Indebtedness, Disqualified Stock or Preferred Stock Incurred, repaid or redeemed during the period (the “Reference Period”) commencing on and including the first day of the Four Quarter Period and ending on and including the Transaction Date (other than Indebtedness Incurred or repaid under a revolving credit or similar arrangement (or under any predecessor revolving credit or similar arrangement) in effect on the last day of such Four Quarter Period), in each case as if such Indebtedness, Disqualified Stock or Preferred Stock had been Incurred, repaid or redeemed on the first day of such Reference Period; provided that, in the event of any such repayment or redemption, Consolidated EBITDA for such period shall be calculated as if the Company or such Restricted Subsidiary had not earned any interest income actually earned during such period in respect of the funds used to repay or redeem such Indebtedness, Disqualified Stock or Preferred Stock; (B) Consolidated Interest Expense attributable to interest on any Indebtedness (whether existing or being Incurred) computed on a pro forma basis and bearing a floating interest rate shall be computed as if the rate in effect on the Transaction Date (taking into account any Interest Rate Agreement applicable to such Indebtedness if such Interest Rate Agreement has a remaining term in excess of 12 months or, if shorter, at least equal to the remaining term of such Indebtedness) had been the applicable rate for the entire period; (C) pro forma effect shall be given to Asset Dispositions and Asset Acquisitions (including giving pro forma effect to the application of proceeds of any Asset Disposition) that occur during such Reference Period as if they had occurred and such proceeds had been applied on the first day of such Reference Period; (D) pro forma effect shall be given to asset dispositions and asset acquisitions (including giving pro forma effect to the application of proceeds of any asset disposition) that have been made by any Person that has become a Restricted Subsidiary or has been merged with or into the Company or any Restricted Subsidiary during such Reference Period and that would have constituted Asset Dispositions or Asset Acquisitions had such transactions occurred when such Person was a Restricted Subsidiary as if such asset dispositions or asset acquisitions were Asset Dispositions or Asset Acquisitions that occurred on the first day of such Reference Period; and (E) pro forma effect shall be given to the creation, designation or redesignation of Restricted Subsidiaries and Unrestricted Subsidiaries as if such creation, designation or redesignation had occurred on the first day of such Reference Period; provided that to the extent that clause (C) or (D) of this sentence requires that pro forma effect be given to an Asset Acquisition or Asset Disposition (or asset acquisition or asset disposition), such pro forma calculation shall be based upon the four full fiscal quarters immediately – 190 –

preceding the Transaction Date of the Person, or division or line of business of the Person, that is acquired or disposed for which financial information is available. “GAAP” means International Financial Reporting Standards as in effect from time to time. All ratios and computations contained or referred to in the Indenture shall be computed in conformity with GAAP applied on a consistent basis. “Guarantee” means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness or other obligation of any other Person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of such Person (1) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation of such other Person (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement conditions or otherwise) or (2) entered into for purposes of assuring in any other manner the obligee of such Indebtedness or other obligation of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part); provided that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business. The term “Guarantee” used as a verb has a corresponding meaning. “Hedging Obligation” of any Person means the obligations of such Person pursuant to any Commodity Agreement, Currency Agreement or Interest Rate Agreement. “Holder” means the Person in whose name a Note is registered in the Note register. “Incur” means, with respect to any Indebtedness or Capital Stock, to incur, create, issue, assume, Guarantee or otherwise become liable for or with respect to, or become responsible for, the payment of, contingently or otherwise, such Indebtedness or Capital Stock; provided that (1) any Indebtedness and Capital Stock of a Person existing at the time such Person becomes a Restricted Subsidiary (or fails to meet the qualifications necessary to remain an Unrestricted Subsidiary) will be deemed to be Incurred by such Restricted Subsidiary at the time it becomes a Restricted Subsidiary and (2) the accretion of original issue discount shall not be considered an Incurrence of Indebtedness. The terms “Incurrence,” “Incurred” and “Incurring” have meanings correlative with the foregoing. “Indebtedness” means, with respect to any Person at any date of determination (without duplication): (1) all indebtedness of such Person for borrowed money; (2) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments; (3) all obligations of such Person in respect of letters of credit, bankers’ acceptances or other similar instruments; (4) all obligations of such Person to pay the deferred and unpaid purchase price of property or services, except Trade Payables; – 191 –

(5) all Capitalised Lease Obligations and Attributable Indebtedness; (6) all Indebtedness of other Persons secured by a Lien on any asset of such Person, whether or not such Indebtedness is assumed by such Person; provided that the amount of such Indebtedness shall be the lesser of (A) the Fair Market Value of such asset at such date of determination and (B) the amount of such Indebtedness; (7) all Indebtedness of other Persons Guaranteed by such Person to the extent such Indebtedness is Guaranteed by such Person; (8) to the extent not otherwise included in this definition, Hedging Obligations; (9) all Disqualified Stock issued by such Person valued at the greater of its voluntary or involuntary liquidation preference and its maximum fixed repurchase price plus accrued dividends; and (10) any Preferred Stock issued by (a) such Person, if such Person is a Restricted Subsidiary or (b) any Restricted Subsidiary of such Person, valued in each case at the greater of its voluntary or involuntary liquidation preference and its maximum fixed repurchase price plus accrued dividends. For the avoidance of doubt, a mandatory put option granted to a Person that obligates the Company or any Restricted Subsidiary to repurchase the Capital Stock of any Restricted Subsidiary or any other Person shall be deemed to be “Indebtedness.” Notwithstanding the foregoing, Indebtedness shall not include any capital commitments or similar obligations Incurred in the ordinary course of business in connection with the acquisition, development, construction or improvement of real or personal property (including land use rights) to be used in a Permitted Business; provided that such Indebtedness is not reflected and is not required under GAAP to be reflected on the balance sheet of the Company or any Restricted Subsidiary (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance sheet). The amount of Indebtedness of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and, with respect to contingent obligations, the maximum liability upon the occurrence of the contingency giving rise to the obligation, provided: (A) that the amount outstanding at any time of any Indebtedness issued with original issue discount is the face amount of such Indebtedness less the remaining unamortised portion of the original issue discount of such Indebtedness at such time as determined in conformity with GAAP, and (B) that money borrowed and set aside at the time of the Incurrence of any Indebtedness in order to prefund the payment of the interest on such Indebtedness shall not be deemed to be “Indebtedness” so long as such money is held to secure the payment of such interest. “Independent Third Party” means any Person that is not an Affiliate of the Company. – 192 –

“Interest Rate Agreement” means any interest rate protection agreement, interest rate future agreement, interest rate option agreement, interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedge agreement, option or future contract or other similar agreement or arrangement designed to protect against fluctuations in interest rates. “Interest Reserve Account” has the meaning set forth under the caption “— Interest Reserve Account.” “Investment” means: (i)

any direct or indirect advance, loan or other extension of credit to another Person,

(ii) capital contribution to another Person (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), (iii) any purchase or acquisition of Capital Stock (or options, warrants or other rights to acquire such Capital Stock), Indebtedness, bonds, notes, debentures or other similar instruments or securities issued by another Person, or (iv) any Guarantee of any obligation of another Person. For the purposes of the provisions of the covenants under the captions “— Certain Covenants — Designation of Restricted and Unrestricted Subsidiaries” and “— Certain Covenants — Limitation on Restricted Payments:” (i) the Company will be deemed to have made an investment in an Unrestricted Subsidiary in an amount equal to the Company’s proportionate interest in the Fair Market Value of the assets (net of the Company’s proportionate interest in the liabilities owed to any Person other than the Company or a Restricted Subsidiary and that are not Guaranteed by the Company or a Restricted Subsidiary) of a Restricted Subsidiary that is designated an Unrestricted Subsidiary at the time of such designation, (ii) any property transferred to or from any Person shall be valued at its Fair Market Value at the time of such transfer, as determined in good faith by the Board of Directors and (iii) if the Company or any Restricted Subsidiary sells or otherwise disposes of any Capital Stock of a Restricted Subsidiary (including any issuance of Capital Stock by a Restricted Subsidiary) such that, after giving effect to any such sale or disposition, such Restricted Subsidiary would cease to be a Subsidiary of the Company, the Company shall be deemed to have made an “Investment” on the date of such sale or disposition equal to the sum of the Fair Market Value of the Capital stock of such former Restricted Subsidiary held by the Company or any Restricted Subsidiary immediately following such sale or other disposition and the amount of any Indebtedness of such former Restricted Subsidiary guaranteed by the Company or any Restricted Subsidiary or owed to the Company or any other Restricted Subsidiary immediately following such sale or other disposition. “Investment Grade” means a rating of “AAA,” “AA,” “A” or “BBB,” as modified by a “+” or “-” indication, or an equivalent rating representing one of the four highest rating categories, by S&P or any of its successors or assigns or a rating of “Aaa,” or “Aa,” “A” or “Baa,” as modified by a “1,” “2” or “3” indication, or an equivalent rating representing one of the four highest rating categories, by Moody’s, or any of its successors or assigns or the equivalent ratings of any internationally-recognised rating agency or agencies, as the case may be, which shall have been designated by the Company as having been substituted for S&P or Moody’s or both, as the case may be. – 193 –

“JV Entitlement Amount” means, with respect to any JV Subsidiary Guarantor which is not a Subsidiary or another JV Subsidiary Guarantor, together with its Subsidiaries, an amount that is equal to the product of (i) the Fair Market Value of the total assets of such JV Subsidiary Guarantor and its Subsidiaries, on a consolidated basis (without deducting any Indebtedness or other liabilities of such JV Subsidiary Guarantor and its subsidiaries) as of the date of the last fiscal year end of the Company; and (ii) a percentage equal to the direct equity ownership percentage of the Company and/or its Restricted Subsidiaries in the Capital Stock of such JV Subsidiary Guarantor and its Subsidiaries. “JV Subsidiary Guarantee” has the meaning set forth under the caption “— The Subsidiary Guarantees and the JV Subsidiary Guarantees.” “JV Subsidiary Guarantor” means a Restricted Subsidiary that executes a JV Subsidiary Guarantee. “Lien” means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including, without limitation, any conditional sale or other title retention agreement or lease in the nature thereof or any agreement to create any mortgage, pledge, security interest, lien, charge, easement or encumbrance of any kind). “Minimum Balance” means on any date, the amount of interest due and payable under the Notes outstanding on such date on the next Interest Payment Date. “Moody’s” means Moody’s Investors Service and its successors. “Net Cash Proceeds” means: (a)

with respect to any Asset Sale (other than the issuance or sale of Capital Stock), the proceeds of such Asset Sale in the form of cash or cash equivalents, including payments in respect of deferred payment obligations (to the extent corresponding to the principal, but not interest, component thereof) when received in the form of cash or cash equivalents and proceeds from the conversion of other property received when converted to cash or cash equivalents, net of: (1) brokerage commissions and other fees and expenses (including fees and expenses of counsel and investment bankers) related to such Asset Sale; (2) provisions for all taxes (whether or not such taxes will actually be paid or are payable) as a result of such Asset Sale without regard to the consolidated results of operations of the Company and its Restricted Subsidiaries, taken as a whole; (3) payments made to repay Indebtedness or any other obligation outstanding at the time of such Asset Sale that either (x) is secured by a Lien on the property or assets sold or (y) is required to be paid as a result of such sale; and (4) appropriate amounts to be provided by the Company or any Restricted Subsidiary as a reserve against any liabilities associated with such Asset Sale, including, without limitation, pension and other post-employment benefit liabilities, liabilities related to environmental matters and liabilities under any indemnification obligations associated with such Asset Sale, all as determined in conformity with GAAP; and – 194 –

(b) with respect to any issuance or sale of Capital Stock, the proceeds of such issuance or sale in the form of cash or cash equivalents, including payments in respect of deferred payment obligations (to the extent corresponding to the principal, but not interest, component thereof) when received in the form of cash or cash equivalents and proceeds from the conversion of other property received when converted to cash or cash equivalents, net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, discounts or commissions and brokerage, consultant and other fees incurred in connection with such issuance or sale and net of taxes paid or payable as a result thereof. “Offer to Purchase” means an offer to purchase Notes by the Company from the Holders commenced by the Company mailing a notice by first class mail, postage prepaid, to the Trustee and each Holder at its last address appearing in the Note register stating: (1) the covenant pursuant to which the offer is being made and that all Notes validly tendered will be accepted for payment on a pro rata basis; (2) the purchase price and the date of purchase (which shall be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed) (the “Offer to Purchase Payment Date”); (3) that any Note not tendered will continue to accrue interest pursuant to its terms; (4) that, unless the Company defaults in the payment of the purchase price, any Note accepted for payment pursuant to the Offer to Purchase shall cease to accrue interest on and after the Offer to Purchase Payment Date; (5) that Holders electing to have a Note purchased pursuant to the Offer to Purchase will be required to surrender the Note, together with the form entitled “Option of the Holder to Elect Purchase” on the reverse side of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the Business Day immediately preceding the Offer to Purchase Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the third Business Day immediately preceding the Offer to Purchase Payment Date, a facsimile transmission or letter setting forth the name of such Holder, the principal amount of Notes delivered for purchase and a statement that such Holder is withdrawing his election to have such Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered; provided that each Note purchased and each new Note issued shall be in a principal amount of US$200,000 or integral multiples of US$1,000 in excess thereof. On two Business Days prior to the Offer to Purchase Payment Date, the Company will deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so accepted by the Company. On the Offer to Purchase Payment Date, the Company shall (a) accept for payment on a pro rata basis Notes or portions thereof tendered pursuant to an Offer to Purchase; and (b) deliver, or cause to be delivered, to the Trustee all Notes or portions thereof – 195 –

so accepted together with an Officers’ Certificate specifying the Notes or portions thereof accepted for payment by the Company. The Paying Agent shall promptly mail to the Holders so accepted payment in an amount equal to the purchase price, and the Trustee shall promptly authenticate and mail to such Holders a new Note equal in principal amount to any unpurchased portion of the Note surrendered; provided that each Note purchased and each new Note issued shall be in a principal amount of US$200,000 or integral multiples of US$1,000 in excess thereof. The Company will publicly announce the results of an Offer to Purchase as soon as practicable after the Offer to Purchase Payment Date. The Company will comply with Rule 14e-1 under the U.S. Securities Exchange Act, as amended and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable, in the event that the Company is required to repurchase Notes pursuant to an Offer to Purchase. The offer is required to contain or incorporate by reference information concerning the business of the Company and its Subsidiaries which the Company in good faith believes will assist such Holders to make an informed decision with respect to the Offer to Purchase, including a brief description of the events requiring the Company to make the Offer to Purchase, and any other information required by applicable law to be included therein. The offer is required to contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Offer to Purchase. “Officer” means one of the executive officers of the Company or, in the case of a Subsidiary Guarantor or JV Subsidiary Guarantor, one of the directors or officers of such Subsidiary Guarantor or JV Subsidiary Guarantor, as the case may be. “Officers’ Certificate” means a certificate signed by two Officers. “Opinion of Counsel” means a written opinion, in form and substance acceptable to the Trustee, from external legal counsel selected by the Company who is reasonably acceptable to the Trustee. “Original Issue Date” means the date on which the Notes are originally issued under the Indenture. “Pari Passu Subsidiary Guarantee” means a guarantee by any Subsidiary Guarantor or JV Subsidiary Guarantor of Indebtedness of the Company or any Subsidiary Guarantor or JV Subsidiary Guarantor (including Additional Notes); provided that (i) the Company was permitted to Incur such Indebtedness under the covenant under the caption “— Certain Covenants — Limitation on Indebtedness and Disqualified or Preferred Stock” and (ii) such guarantee ranks pari passu with any outstanding Subsidiary Guarantee of such Subsidiary Guarantor, or with any outstanding JV Subsidiary Guarantee of such JV Subsidiary Guarantor, as the case may be. “Permitted Businesses” means any business which is the same as or ancillary or complementary to any of the businesses of the Company and the Restricted Subsidiaries on the Original Issue Date.

– 196 –

“Permitted Holders” means any or all of the following: (1) Mr. Liu Hongwei, his spouse or immediate family members or any trust established by any of them for their own benefit or for the benefit of any of his immediate family members; (2) any Affiliate of the Persons specified in clause (1) (other than an Affiliate as defined in clauses (ii) or (iii) of the definition of Affiliate); and (3) any Person both the Capital Stock and the Voting Stock of which (or in the case of a trust, the beneficial interests in which) are owned 80% or more by Persons specified in clauses (1) and (2). “Permitted Investment” means: (1) any Investment in the Company or a Restricted Subsidiary that is primarily engaged in the Permitted Business or a Person which will, upon the making of such Investment, become a Restricted Subsidiary that is primarily engaged in the Permitted Business or be merged or consolidated with or into or transfer or convey all or substantially all its assets to, the Company or a Restricted Subsidiary that is primarily engaged in a Permitted Business; (2) cash or Temporary Cash Investments; (3) payroll, travel and similar advances made in the ordinary course of business to cover matters that are expected at the time of such advances ultimately to be treated as expenses in accordance with GAAP; (4) stock, obligations or securities received in satisfaction of judgments; (5) an Investment in an Unrestricted Subsidiary consisting solely of an Investment in another Unrestricted Subsidiary; (6) any Investment pursuant to a Hedging Obligation entered into in the ordinary course of business designed solely to protect the Company or any Restricted Subsidiary against fluctuations in commodity prices, interest rates or foreign currency exchange rates and not for speculation; (7) receivables owing to the Company or any Restricted Subsidiary, if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; (8) pledges or deposits (x) with respect to leases or utilities provided to third parties in the ordinary course of business or (y) otherwise described in the definition of “Permitted Liens” or made in connection with Liens permitted under the covenant described under the caption “— Certain Covenants — Limitation on Liens;” (9) Investments made by the Company or any Restricted Subsidiary consisting of consideration received in connection with an Asset Sale, provided that such Indebtedness is made in compliance with the covenant under the caption “— Certain Covenants — Limitation on Asset Sales;” – 197 –

(10) Investments in securities of trade creditors, trade debtors or customers received pursuant to any plan of reorganisation or similar arrangement upon the bankruptcy or insolvency of such trade creditor, trade debtor or customer; (11) advances to vendors, contractors, and suppliers and distributors for the acquisition of assets or consumables or services in the ordinary course of business that are recorded as deposits or prepaid expenses on the Company’s consolidated balance sheet; (12) repurchases of Notes; (13) other Investments which, when taken together with all other Investments pursuant to this clause (13) and then outstanding will not exceed 1% of Total Assets; and (14) any Investment (including any deemed Investment upon the sale of Capital Stock of a Restricted Subsidiary) by the Company or any Restricted Subsidiary in any corporation, association or other business entity primarily engaged in a Permitted Business, of which at least 20% of the Capital Stock and Voting Stock is owned, directly or indirectly, by the Company or any Restricted Subsidiary (such corporation, association or other business entity, an “Associate”); provided that: (i)

the aggregate of all Investments made under this clause (14) since the Original Issue Date shall not exceed in aggregate an amount equal to 5% of Total Assets, provided that such aggregate amount of Investments shall be calculated after deducting an amount equal to the net reduction in all Investments made under this clause (14) since the Original Issue Date resulting from: (A) payments of interest on Indebtedness, dividends or repayments of loans or advances made under this clause (14), in each case to the Company or any Restricted Subsidiary (except, in each case, to the extent any such payment or proceeds are included in the calculation of Consolidated Net Income), (B) the unconditional release of a Guarantee provided by the Company or a Restricted Subsidiary after the Original Issue Date under this clause of an obligation of any such Person, or (C) to the extent that an Investment made after the Original Issue Date under this clause (14) is sold or otherwise liquidated or repaid for cash, the lesser of (x) cash return of capital with respect to such Investment (less the cost of disposition, if any) and (y) the initial amount of such Investment, not to exceed, in each case, the amount of Investments made by the Company or a Restricted Subsidiary after the Original Issue Date in any such Person pursuant to this clause (14);

(ii) none of the other shareholders or partners in such Person in which such Investment was made pursuant to this clause (14) is a Person described in clauses (x) or (y) of the first paragraph of the covenant under the caption “— Certain Covenants — Limitation on Transactions with Shareholders and Affiliates” (other than by reason of such shareholder or partner being an officer or director of the Company or a Restricted Subsidiary or by reason of being a Restricted Subsidiary); – 198 –

(iii) no Default has occurred and is continuing or would occur as a result of such Investment; and (iv) in the case of any Investment by the Company or any Restricted Subsidiary in a Person of which less than 50% of the voting power of the outstanding Voting Stock is owned, directly or indirectly, by the Company or its Restricted Subsidiaries, at the time of such Investment, the Company could Incur at least US$1.00 of Indebtedness under the proviso in the first paragraph of part (a) of the covenant under the caption “— Certain Covenants — Limitation on Indebtedness and Disqualified or Preferred Stock.” For the avoidance of doubt, the value of each Investment made pursuant to this clause shall be valued at the time such Investment is made. “Permitted Liens” means: (1) Liens for taxes, assessments, governmental charges or claims that are being contested in good faith by appropriate legal or administrative proceedings promptly instituted and diligently conducted and for which a reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made; (2) statutory and common law Liens of landlords and carriers, warehousemen, mechanics, suppliers, repairmen or other similar Liens arising in the ordinary course of business and with respect to amounts not yet delinquent or being contested in good faith by appropriate legal or administrative proceedings promptly instituted and diligently conducted and for which a reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made; (3) Liens incurred or deposits made to secure the performance of tenders, bids, leases, statutory or regulatory obligations, bankers’ acceptances, surety and appeal bonds, government contracts, performance and return-of-money bonds and other obligations of a similar nature incurred in the ordinary course of business (exclusive of obligations for the payment of borrowed money); (4) leases or subleases granted to others that do not materially interfere with the ordinary course of business of the Company and its Restricted Subsidiaries, taken as a whole; (5) Liens encumbering property or assets under construction arising from progress or partial payments by a customer of the Company or its Restricted Subsidiaries relating to such property or assets; (6) any interest or title of a lessor in the property subject to any operating lease; (7) Liens on property of, or on shares of Capital Stock or Indebtedness of, any Person existing at the time such Person becomes, or becomes a part of, any Restricted Subsidiary; provided that such Liens do not extend to or cover any property or assets of the Company or any Restricted Subsidiary other than the property or assets acquired; provided further that such Liens were not created in contemplation of or in connection with the transactions or series of transactions pursuant to which such Person became a Restricted Subsidiary; – 199 –

(8) Liens in favour of the Company or any Wholly-Owned Restricted Subsidiary; (9) Liens arising from the rendering of a final judgment or order against the Company or any Restricted Subsidiary that does not give rise to an Event of Default; (10) Liens Incurred in the ordinary course of business (i) securing reimbursement obligations with respect to letters of credit that encumber documents and other property relating to such letters of credit and the products and proceeds thereof or (ii) in favour of any bank having a right of set off, revocation, refund or chargeback with respect to money or instruments of the Company or any Restricted Subsidiary on deposit with or in possession of such bank; (11) Liens encumbering customary initial deposits and margin deposits, and other Liens that are within the general parameters customary in the industry and incurred in the ordinary course of business, in each case, securing Indebtedness under Hedging Obligations designed solely to protect the Company or any of its Restricted Subsidiaries from fluctuations in interest rates, currencies or the price of commodities; (12) Liens existing on the Original Issue Date; (13) Liens on current assets securing Indebtedness which is permitted to be Incurred under clause (12) of paragraph (b) of the covenant described under the caption “— Certain Covenants — Limitation on Indebtedness and Disqualified or Preferred Stock;” (14) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business in accordance with the past practices of the Company and its Restricted Subsidiaries prior to the Original Issue Date; (15) Liens securing Indebtedness which is Incurred to refinance secured Indebtedness which is permitted to be Incurred under clause (5) of paragraph (b) of the covenant under the caption “— Certain Covenants — Limitation on Indebtedness and Disqualified or Preferred Stock;” provided that such Liens do not extend to or cover any property or assets of the Company or any Restricted Subsidiary other than the property or assets securing the Indebtedness being refinanced; (16) Liens (including extensions and renewals thereof) upon real or personal property acquired after the Original Issue Date; provided that (i) such Lien is created solely for the purpose of securing Indebtedness of the type described under clause (b)(7) of the covenant under the caption “— Certain Covenants — Limitation on Indebtedness and Disqualified or Preferred Stock” and such Lien is created prior to, at the time of or within 180 days after the later of the acquisition of such property or assets or completion of such construction or development or, in the case of a solar power production facility, the time at which the facility is connected to the relevant public utility electrical grid, (ii) the principal amount of the Indebtedness secured by such Lien does not exceed 100% of the cost of the property or assets so purchased or constructed under clause (b)(7) of the covenant described under the caption “— Certain Covenants — Limitation on Indebtedness and Disqualified or Preferred Stock” and (iii) such Lien shall not extend to or cover any property or assets other than such item of property, provided that, in the case of clauses (ii) and (iii), such Lien may – 200 –

cover other property or assets (instead of or in addition to such item of property) and the principal amount of Indebtedness secured by such Lien may exceed 100% of such cost if (A) such Lien is incurred in the ordinary course of business and (B) the aggregate book value of property or assets (as reflected in the most recent available consolidated financial statements of the Company (which may be internal consolidated statements) or, if any such property or assets have been acquired since the date of such financial statements, the cost of such property or assets) subject to Liens incurred pursuant to this clause (16) does not exceed 130% of the aggregate principal amount of Indebtedness secured by such Liens; (17) easements, rights-of-way, municipal and zoning ordinances or other restrictions as to the use of properties in favour of governmental agencies or utility companies that do not materially adversely affect the value of such properties or materially impair the use for the purposes of which such properties are held by the Company or any Restricted Subsidiary; (18) Liens on deposits made in order to comply with statutory obligations to maintain deposits for workers compensation claims and other purposes specified by statute made in the ordinary course of business and not securing Indebtedness of the Company or any Restricted Subsidiary; and (19) Liens securing Indebtedness Incurred under clause (14) of paragraph (b) of the covenant described under the caption “— Certain Covenants — Limitation on Indebtedness and Disqualified or Preferred Stock.” “Permitted Subsidiary Indebtedness” means Indebtedness (other than Public Indebtedness) of, and all Preferred Stock issued by, the Restricted Subsidiaries, taken as a whole, provided that, on the date of the Incurrence of such Indebtedness and after giving effect thereto and the application of the proceeds thereof, the aggregate principal amount outstanding of all such Indebtedness and all Preferred Stock issued by the Restricted Subsidiaries (excluding the amount of any Indebtedness of any Restricted Subsidiary permitted under clauses (b)(1), (2), (4) and (6) of the covenant described under the caption “— Certain Covenants — Limitation on Indebtedness and Disqualified or Preferred Stock”) does not exceed an amount equal to 15% of Total Assets. “Person” means any individual, corporation, partnership, limited liability company, joint venture, trust, unincorporated organisation or government or any agency or political subdivision thereof. “PRC” means the People’s Republic of China. “PRC CJV” means any Subsidiary that is a Sino-foreign cooperative joint venture enterprise with limited liability, established in the PRC pursuant to the Law of the People’s Republic of China on Sino-foreign Cooperative Joint Ventures adopted on 13 April 1988 (as most recently amended on 13 October 2000) and the Detailed Rules for the Implementation of the Law of the People’s Republic of China on Sino-foreign Cooperative Joint Ventures promulgated on 4 September 1995, as such laws may be amended. “PRC CJV Partner” means with respect to a PRC CJV, the other party to the joint venture agreement relating to such PRC CJV with the Company or any Restricted Subsidiary. – 201 –

“PRC Restricted Subsidiary” means a Restricted Subsidiary organised under the laws of the People’s Republic of China. “Preferred Stock” as applied to the Capital Stock of any Person means Capital Stock of any class or classes that by its term is preferred as to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over shares of Capital Stock of any other class of such Person. “Public Indebtedness” means any bonds, debentures, notes or similar debt securities issued in a public offering or a private placement (other than the Notes) to institutional investors. “Rating Agencies” means (i) S&P and (ii) Moody’s and (iii) if S&P or Moody’s or both shall not make a rating of the Notes publicly available, a nationally recognised securities rating agency or agencies, as the case may be, selected by the Company, which shall be substituted for S&P or Moody’s or both, as the case may be. “Rating Category” means (i) with respect to S&P, any of the following categories: “BB,” “B,” “CCC,” “CC,” “C,” and “D” (or equivalent successor categories); (ii) with respect to Moody’s, any of the following categories: “Ba,” “B,” “Caa,” “Ca,” “C” and “D” (or equivalent successor categories); and (iii) the equivalent of any such category of S&P or Moody’s used by another Rating Agency. In determining whether the rating of the Notes has decreased by one or more gradations, gradations within Rating Categories (“+” and “-” for S&P; “1,” “2” and “3” for Moody’s; or the equivalent gradations for another Rating Agency) shall be taken into account (e.g., with respect to S&P, a decline in a rating from “BB+” to “BB,” as well as from “BB-” to “B+,” will constitute a decrease of one gradation). “Rating Date” means in connection with actions contemplated under the caption “— Consolidation, Merger and Sale of Assets,” that date which is 90 days prior to the earlier of (x) the occurrence of any such actions as set forth therein and (y) a public notice of the occurrence of any such actions. “Rating Decline” means in connection with actions contemplated under the caption “— Consolidation, Merger and Sale of Assets,” the notification by any of the Rating Agencies that such proposed actions will result in any of the events listed below: (a)

in the event the Notes are rated by both Moody’s and S&P on the Rating Date as Investment Grade, the rating of the Notes by either Rating Agency shall be below Investment Grade;

(b) in the event the Notes are rated by either, but not both, of the Rating Agencies on the Rating Date as Investment Grade, the rating of the Notes by such Rating Agency shall be below Investment Grade; or (c)

in the event the Notes are rated below Investment Grade by both Rating Agencies on the Rating Date, the rating of the Notes by either Rating Agency shall be decreased by one or more gradations (including gradations within Rating Categories as well as between Rating Categories).

“Replacement Assets” means, on any date, property or assets (other than current assets) of a nature or type or that will be used in a Permitted Business. “Reserve Fund” means any amount standing to the credit of the Interest Reserve Account and any income or interest earned thereon from time to time. – 202 –

“Responsible Officer” means, when used with respect to the Trustee, any managing director, vice president, trust associate, relationship manager, transaction manager, client service manager, any trust officer or any other officer located at the corporate trust office who customarily performs functions similar to those performed by any persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such person’s knowledge of and familiarity with the particular subject and in each such case, who shall have direct responsibility for the day to day administration of this Indenture. “Restricted Subsidiary” means any Subsidiary of the Company other than an Unrestricted Subsidiary. “RMB” means the lawful currency of the People’s Republic of China. “S&P” means Standard & Poor’s Ratings Services and its successors. “Sale and Leaseback Transaction” means any direct or indirect arrangement relating to property (whether real, personal or mixed), now owned or hereafter acquired whereby the Company or any Restricted Subsidiary transfers such property to another Person and the Company or any Restricted Subsidiary leases it from such Person. “Senior Indebtedness” of the Company or a Restricted Subsidiary, as the case may be, means all Indebtedness of the Company or the Restricted Subsidiary, as relevant, whether outstanding on the Original Issue Date or thereafter created, except for Indebtedness which, in the instrument creating or evidencing the same, is expressly stated to be subordinated in right of payment to (a) in respect of the Company, the Notes, (b) in respect of any Restricted Subsidiary that is a Subsidiary Guarantor, its Subsidiary Guarantee, or (c) in respect of any Restricted Subsidiary that is a JV Subsidiary Guarantor, its JV Subsidiary Guarantee; provided that Senior Indebtedness does not include (i) any obligation to the Company or any Restricted Subsidiary, (ii) trade payables or (iii) Indebtedness Incurred in violation of the Indenture. “Staged Acquisition Agreement” means an agreement between the Company or a Restricted Subsidiary and an Independent Third Party (x) pursuant to which the Company or such Restricted Subsidiary agrees to acquire not less than a majority of the Capital Stock of a Person for a consideration that is not more than the Fair Market Value of such Capital Stock of such Person at the time the Company or such Restricted Subsidiary enters into such agreement and (y) which provides that the payment of the purchase price for such Capital Stock is made in more than one instalment over a period of time. “Stated Maturity” means, (1) with respect to any Indebtedness, the date specified in such debt security as the fixed date on which the final instalment of principal of such Indebtedness is due and payable as set forth in the documentation governing such Indebtedness and (2) with respect to any scheduled instalment of principal of or interest on any Indebtedness, the date specified as the fixed date on which such instalment is due and payable as set forth in the documentation governing such Indebtedness. “Subordinated Indebtedness” means any Indebtedness of the Company or any Subsidiary Guarantor or any JV Subsidiary Guarantor which is contractually subordinated or junior in right of payment to the Notes or any Subsidiary Guarantee or any JV Subsidiary Guarantee, as applicable, pursuant to a written agreement to such effect. “Subsidiary” means, with respect to any Person, any corporation, association or other business entity of which more than 50% of the voting power of the outstanding Voting Stock is owned, directly or indirectly, by such Person and one or more other Subsidiaries of such Person. – 203 –

“Subsidiary Guarantee” means any Guarantee of the obligations of the Company under the Indenture and the Notes by any Subsidiary Guarantor. “Subsidiary Guarantor” means any initial Subsidiary Guarantor named herein and any other Restricted Subsidiary which guarantees the payment of the Notes pursuant to the Indenture and the Notes; provided that Subsidiary Guarantor will not include any Person whose Subsidiary Guarantee has been released in accordance with the Indenture and the Notes or any JV Subsidiary Guarantor. “Temporary Cash Investment” means any of the following: (1) direct obligations of the United States of America, the United Kingdom, any state of the European Economic Area, the People’s Republic of China or Hong Kong or any agency thereof or obligations fully and unconditionally Guaranteed by the United States of America, the United Kingdom, any state of the European Economic Area, the People’s Republic of China or Hong Kong or any agency thereof, in each case maturing within one year; (2) time deposit accounts, certificates of deposit and money market deposits maturing within 180 days of the date of acquisition thereof issued by a bank or trust company which is organised under the laws of the United States of America, any state thereof, the United Kingdom, any state of the European Economic Area, the PRC or Hong Kong, and which bank or trust company has capital, surplus and undivided profits aggregating in excess of US$100.0 million (or the Dollar Equivalent thereof) and has outstanding debt which is rated “A” (or such similar equivalent rating) or higher by at least one nationally recognised statistical rating organisation (as defined in Rule 436 under the Securities Act) or any money market fund sponsored by a registered broker dealer or mutual fund distributor; (3) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clause (1) above entered into with a bank or trust company meeting the qualifications described in clause (2) above; (4) commercial paper, maturing not more than one year after the date of acquisition, issued by a corporation (other than an Affiliate of the Company) organised and in existence under the laws of the United States of America, any state thereof or any foreign country recognised by the United States of America with a rating at the time as of which any investment therein is made of “P-2” (or higher) according to Moody’s or “A-2” (or higher) according to S&P; (5) securities with maturities of one year or less from the date of acquisition issued or fully and unconditionally Guaranteed by any state, commonwealth or territory of the United States of America, or by any political subdivision or taxing authority thereof, and rated at least “A” by S&P or Moody’s; (6) any mutual fund that has at least 95% of its assets continuously invested in investments of the types described in clauses (1) through (5) above; and (7) time deposit accounts, savings accounts, certificates of deposit and money market deposits with (i) Bank of China (Hong Kong) Limited, China Construction Bank Corporation, Fubon Bank, Hang Seng Bank Limited, Industrial and Commercial Bank of China, Industrial Bank Co. Ltd., Standard Chartered Bank, The Hongkong and Shanghai Banking Corporation – 204 –

Limited, and, (ii) any other bank or trust company organised under the laws of the PRC whose long-term debt rating by Moody’s or S&P is as high or higher than any of those banks listed in clause (i) above or (iii) any other bank organised under the laws of the PRC or Hong Kong, provided that, in the case of clause (iii), such deposits do not exceed US$10 million (or the Dollar Equivalent thereof) with any single bank or US$30 million (or the Dollar Equivalent thereof) in the aggregate on any date of determination. “Total Assets” means, as of any date, the total consolidated assets of the Company and its Restricted Subsidiaries measured in accordance with GAAP as of the last day of the most recent semi-annual period for which consolidated financial statements of the Company (which the Company shall use commercially reasonable efforts to compile on a timely manner) are available (which may be internal consolidated financial statements); provided that only with respect to the definition of “Permitted Subsidiary Indebtedness,” Total Assets shall be calculated after giving pro forma effect to include the cumulative value of all of the real or personal property or equipment the acquisition, development, construction or improvement of which requires or required the Incurrence of Indebtedness and calculation of Total Assets thereunder in each case as of such date, as measured by the purchase price or cost therefor or budgeted cost provided in good faith by the Company or any of its Restricted Subsidiaries to the bank or other similar financial institutional lender providing such Indebtedness. “Trade Payables” means, with respect to any Person, any accounts payable or any other indebtedness or monetary obligation to trade creditors created, assumed or Guaranteed by such Person or any of its Subsidiaries arising in the ordinary course of business in connection with the acquisition of goods or services and payable within 90 days. “Transaction Date” means, with respect to the Incurrence of any Indebtedness, the date such Indebtedness is to be Incurred and, with respect to any Restricted Payment, the date such Restricted Payment is to be made. “Unrestricted Subsidiary” means (1) subject to any designation under the caption “Certain Covenants — Designation of Restricted and Unrestricted Subsidiaries,” each of China Singyes New Materials Holdings Limited, Singyes New Materials (H.K.) Company Limited and Zhuhai Singyes Applicable Materials Technology Company Limited, (2) any Subsidiary of the Company that at the time of determination shall be designated an Unrestricted Subsidiary by the Board of Directors in the manner provided in the Indenture and (3) any Subsidiary of an Unrestricted Subsidiary. “Voting Stock” means, with respect to any Person, Capital Stock of any class or kind ordinarily having the power to vote for the election of directors, managers or other voting members of the governing body of such Person. “Wholly-Owned” means, with respect to any Subsidiary of any Person, the ownership of all of the outstanding Capital Stock of such Subsidiary (other than any director’s qualifying shares or Investments by foreign nationals mandated by applicable law) by such Person or one or more Wholly-Owned Subsidiaries of such Person; provided that Subsidiaries that are PRC CJVs shall not be considered Wholly-Owned Subsidiaries.

– 205 –

SUBSTANTIAL SHAREHOLDERS’ AND DIRECTORS’ INTERESTS As at 30 June 2016, so far as the Directors are aware, the Directors and chief executive of the Company and their associates had the following interests in the shares, underlying shares and debentures of the Company and its associated corporations (within the meaning of the Securities and Futures Ordinance (“SFO”)) which (i) were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO); or (ii) were required, pursuant to section 352 of the SFO, to be entered in the register referred to therein; or (iii) were required, pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers (“Model Code”) to be notified to the Company and the Stock Exchange:

Number of shares

Approximate % of shareholding

Long

248,884,078

35.81%

Beneficial interest2

Long

1,380,000

0.20%

Sub-total

Long

250,264,078

36.01%

Name

Company/name of associated corporation

Mr. Liu Hongwei

Company

Interest of a controlled corporation1

Company

Capacity

Type of interest

Mr. Sun Jinli

Company

Beneficial interest2

Long

1,380,000

0.20%

Mr. Xie Wen

Company

Beneficial interest2

Long

1,380,000

0.20%

Mr. Wang Ching

Company

Beneficial interest2

Long

120,000

0.02%

Mr. Yick Wing Fat, Simon

Company

Beneficial interest2

Long

240,000

0.03%

Mr. Cheng Jinshu

Company

Beneficial interest2

Long

240,000

0.03%

Notes: (1)

These 248,884,078 shares are held by Strong Eagle Holdings Ltd. whose share capital is 53% owned by Mr. Liu Hongwei. Mr. Liu Hongwei is deemed to be interested in these shares by virtue of the SFO.

(2)

Such interests represent the options of the Company held by the relevant Directors.

– 206 –

As at 30 June 2016, so far as the Directors are aware, save as disclosed above, the persons or corporations (not being a Director or a chief executive of the Company) who have interest or short positions in the shares and underlying shares of the Company as recorded in the register required to be kept under section 336 of the SFO or have otherwise notified to the Company pursuant to the provisions of Divisions 2 and 3 of Part XV of the SFO, or who were, directly or indirectly, interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any other member of the Group and the amount of each of such persons’ interest in such securities, together with any options in respect of such capital, were as follows:

Long/Short position

Capacity/ nature of interest

Number of shares

Approximate % of shareholding

Strong Eagle Holdings Ltd.1

Long position

Beneficial owner

248,884,078

35.81%

UOB KayHian Overseas Limited

Long position

Interest of corporation controlled by you

97,458,476

14.02%

Shareholder

(1)

Strong Eagle Holdings Ltd. is owned by Mr. Liu Hongwei, Mr. Sun Jinli, Mr. Xie Wen, Mr. Xiong Shi, Mr. Zhuo Jianming and Mr. Li Huizhong, as to 53%, 15%, 11%, 8%, 9% and 4% respectively.

– 207 –

TAXATION The following summary of certain tax consequences of the purchase, ownership and disposition of Notes is based upon applicable laws, regulations, rulings and decisions in effect as at the date of this Offering Circular, all of which are subject to change (possibly with retroactive effect). This discussion does not purport to be a comprehensive description of all the tax considerations that may be relevant to a decision to purchase, own or dispose of the Notes and does not purport to deal with consequences applicable to all categories of investors, some of which may be subject to special rules. Persons considering the purchase of Notes should consult their own tax advisers concerning the tax consequences of the purchase, ownership and disposition of Notes. Prospective investors should consult their professional advisers on the possible tax consequences of buying, holding or selling any Notes under the laws of their country of citizenship, residence or domicile. Bermuda Tax Under current Bermuda legislation, there is no withholding tax, capital gains tax, income or profits tax, capital transfer tax, estate duty or inheritance tax payable in Bermuda by the Company or any shareholders who are resident outside Bermuda. Furthermore, the Company has obtained from the Minister of Finance in Bermuda, under the Exempted Undertakings Tax Act, 1966 (as amended), an assurance that, in the event of there being enacted in Bermuda any legislation which in the future may impose tax computed on profits or income, or computed on any capital asset, gain or appreciation, or any tax in the nature of estate duty or inheritance tax, such tax shall not, until 28 March 2035, be applicable to the Company or to any of its operations, or to shares, debentures or other obligations of the Company except insofar as such tax applies to persons ordinarily resident in Bermuda and holding such shares, debentures or other obligations of the Company or to land in Bermuda leased or let to the Company. Stamp duty As an exempted company, the Company is exempt from all stamp duties except on transactions involving “Bermuda property”. This term relates essentially to real and personal property physically situated in Bermuda, including shares in local (as opposed to exempted) companies. None of the Company, its shareholders and the holders of the Notes, as the case may be (other than persons ordinarily resident in Bermuda), are subject to stamp duty or other similar duty in relation to the Notes (including the transfer thereof). Hong Kong Withholding Tax No withholding tax in Hong Kong is payable on payments of principal or interest in respect of the Notes.

– 208 –

Profits Tax Hong Kong profits tax is chargeable on every person carrying on a trade, profession or business in Hong Kong in respect of assessable profits arising in or derived from Hong Kong from such trade, profession or business. Under the Inland Revenue Ordinance (Chapter 112 of the Laws of Hong Kong) as it is currently applied, Hong Kong profits tax may be charged on revenue profits arising on the sale, disposal or redemption of the Notes where such sale, disposal or redemption is or forms part of a trade, profession or business carried on in Hong Kong. Interest on the Notes will be subject to Hong Kong profits tax where such interest has a Hong Kong source, and is received by or accrues to: (a)

a financial institution (as defined in the Inland Revenue Ordinance) and arises through or from the carrying on by the financial institution of its business in Hong Kong; or

(b) a corporation carrying on a trade, profession or business in Hong Kong; or (c)

a person, other than a corporation, carrying on a trade, profession or business in Hong Kong and such interest is in respect of the funds of the trade, profession or business.

Sums received by or accrued to a financial institution by way of gains or profits arising through or from the carrying on by the financial institution of its business in Hong Kong, or to a person, other than a financial institution, who carries on a trade, profession or business in Hong Kong, from the sale, disposal or redemption of the Notes may be subject to Hong Kong profits tax if such sums have a Hong Kong source. The source of such sums will generally be determined by having regard to the manner in which the Notes are acquired and disposed. Stamp Duty No Hong Kong stamp duty will be chargeable upon the issue or transfer of a Note. EU Directive on the Taxation of Savings Income On 3 June 2003, the Economic and Financial Affairs Council adopted Directive on the taxation of savings income (the “Savings Directive”). Under the Savings Directive, Member States are required to provide to the tax authorities of another Member State details of payments of interest (or similar income) paid by a person within its jurisdiction to an individual resident in that other Member State or to certain limited types of entities established in that other Member State. However, for a transitional period, Luxembourg and Austria are instead required (unless during that period they elect otherwise) to operate a withholding system in relation to such payments (the ending of such transitional period being dependent upon the conclusion of certain other agreements relating to information exchange with certain other countries). The Luxembourg government has announced its intention to elect out of the withholding system in favour of an automatic exchange of information with effect from 1 January 2015.

– 209 –

The Council of the European Union has adopted an amending Directive (the “Amending Directive”) which will, when implemented, amend and broaden the scope of the requirements described above. The Amending Directive will expand the range of payments covered by the Savings Directive, in particular to include additional types of income payable on securities, and the circumstances in which payments must be reported or paid subject to withholding. For example, payments made to (or for the benefit of) (i) an entity or legal arrangement effectively managed in a Member State that is not subject to effective taxation, or (ii) a person, entity or legal arrangement established or effectively managed outside of the EU (and outside any third country or territory that has adopted similar measures to the Savings Directive) which indirectly benefit an individual resident in a Member State, may fall within the scope of the Savings Directive, as amended. The Amending Directive requires EU Member States to adopt national legislation necessary to comply with it by 1 January 2016, which legislation must apply from 1 January 2017. A number of non-EU countries and territories including Switzerland have adopted similar measures (a withholding system in the case of Switzerland) to the Savings Directive. In order to avoid overlap between the Savings Directive and the Amending Directive, on 10 November 2015, the Council of the European Union adopted a Council Directive repealing the Savings Directive from 1 January 2016 in relation to all Member States other than Austria (and from 1 January 2017, or after 1 October 2016 for certain payments, in relation to Austria), subject to on-going requirements to fulfil administrative obligations such as the reporting and exchange of information relating to, and accounting for withholding taxes on, payments made before those dates. Investors who are in any doubt as to their position should consult their professional advisers. The proposed financial transactions tax (“FTT”) The European Commission has published a proposal for a Directive for a common FTT in Belgium, Germany, Estonia, Greece, Spain, France, Italy, Austria, Portugal, Slovenia and Slovakia (the “participating Member States”). The proposed FTT has very broad scope and could, if introduced in its current form, apply to certain dealings in the Notes (including secondary market transactions) in certain circumstances. Under current proposals the FTT could apply in certain circumstances to persons both within and outside of the participating Member States. Generally, it would apply to certain dealings in the Notes where at least one party is a financial institution, and at least one party is established in a participating Member State. A financial institution may be, or be deemed to be, “established” in a participating Member State in a broad range of circumstances, including (a) by transacting with a person established in a participating Member State or (b) where the financial instrument which is subject to the dealings is issued in a participating Member State. The FTT proposal remains subject to negotiation between the participating Member States and is the subject of legal challenge. It may therefore be altered prior to any implementation, the timing of which remains unclear. Additional EU Member States may decide to participate. Prospective holders of the Notes are advised to seek their own professional advice in relation to the FTT. – 210 –

People’s Republic of China Taxation Under the EIT Law, an enterprise established outside the PRC with “de facto management bodies” within the PRC is considered a “tax resident enterprise” of the PRC. Under the implementing rules to the EIT Law, a “de facto management body”’ is defined as a body that has material and overall management and control over the manufacturing and business operations, personnel and human resources, finances and properties of an enterprise. In addition, a circular issued by the SAT on 22 April 2009 specifies that certain offshore enterprises controlled by a PRC company or a PRC company group will be classified as resident enterprises if the following are located or resident in the PRC: senior management personnel and departments that are responsible for daily production, operation and management; financial and personnel decisionmaking bodies; key properties, accounting books, the company seal, and minutes of board meetings and shareholders meetings; and half or more of the senior management or directors having voting rights. Although the circular only applies to offshore enterprises controlled by PRC enterprises and not those controlled by PRC individuals, the determining criteria set forth in the circular may reflect the SAT’s general position on how the “de facto management body” test should be applied in determining the tax resident status of offshore enterprises, regardless of whether they are controlled by PRC enterprises or individuals. The Company believes that it is not a resident enterprise. However, if the PRC tax authorities determine the Company is a resident enterprise for enterprise income tax purposes, it may be required to withhold tax at the rate of 10% from interest it pays on the Notes to non-PRC Noteholders and on distributions it pays to its non-PRC shareholders. If the Company is required under the EIT Law to withhold PRC tax on its interest payable to its non-PRC Noteholders, it will be required to pay such additional amounts as will result in receipt by a Noteholder of such amounts as would have been received by the Noteholder had no such withholding been required. The requirement to pay additional amounts will increase the cost of servicing interest payments on the Notes, and could have a material adverse effect on the Company’s ability to pay interest on, and repay the principal amount of, the Notes, as well as its profitability and cash flow. In addition, non-PRC holders of the Company’s Notes may be subject to PRC tax on gains realised on the sale or other disposition of its notes if such income is treated as sourced from within the PRC. It is unclear whether the Company’s non-PRC holders of its notes would be able to claim the benefits of any tax treaties between their tax residence and the PRC in the event that the Company is treated as a resident enterprise. See “Risk Factors — Risks Relating to the PRC — The Company may be deemed a PRC resident enterprise under the Enterprise Income Tax Law and be subject to the PRC taxation on its worldwide income” and “Risk Factors — Risks Relating to the PRC — The Company may be subject to PRC withholding taxes on interest it pays on the Notes”.

– 211 –

PLAN OF DISTRIBUTION For the offering, BOCI Asia Limited, The Hongkong and Shanghai Banking Corporation Limited and Guotai Junan Securities (Hong Kong) Limited are acting as Joint Global Coordinators. BOCI Asia Limited, The Hongkong and Shanghai Banking Corporation Limited, Guotai Junan Securities (Hong Kong) Limited, SBI China Capital Financial Services Limited, China Everbright Securities (HK) Limited and Sun Hung Kai Investment Services Limited are acting as Joint Lead Managers and Joint Bookrunners of the offering. Subject to the terms and conditions stated in the purchase agreement dated 2017, each Initial Purchaser named below has agreed to purchase from us, and we have agreed to sell to each such Initial Purchaser, the principal amount of the Notes set forth opposite such Initial Purchaser’s name. Principal Amount or Notes

Initial Purchasers BOCI Asia Limited The Hongkong and Shanghai Banking Corporation Limited Guotai Junan Securities (Hong Kong) Limited

US$ US$ US$

SBI China Capital Financial Services Limited China Everbright Securities (HK) Limited Sun Hung Kai Investment Services Limited

US$ US$ US$

Total

US$

The purchase agreement provides that the obligations of the Initial Purchasers to purchase the Notes are subject to approval of certain legal matters by their counsel and to certain other conditions. The purchase agreement may be terminated by the Initial Purchasers in certain circumstances prior to the delivery and payment of the Notes. The Initial Purchasers propose to resell the Notes at the offering price set forth on the cover page of this offering circular in offshore transactions in reliance on Regulation S. See “Transfer Restrictions”. The price at which the Notes are offered may be changed at any time without notice. We and the Subsidiary Guarantors have agreed to indemnify the Initial Purchasers against certain liabilities, including liabilities under the Securities Act, or to contribute to payments that the Initial Purchasers may be required to make because of any of those liabilities. In addition, we have agreed with the Initial Purchasers that we will pay a commission to certain private banks in connection with the distribution of the Notes to their clients. This commission will be based on the principal amount of the Notes so distributed, and may be deducted from the purchase price for the Notes payable by such private banks upon settlement. We have agreed that, for a period of 30 days from the closing of the issuance of the Notes, we will not, without the prior written consent of the Initial Purchasers, offer, sell, contract to sell, pledge, otherwise dispose of, or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition by us or any affiliate of us or any person in privity with us or any affiliate of us, directly or indirectly, or announce the offering of, any other debt securities (other than the Notes) issued or guaranteed by us. The Initial Purchasers in their sole discretion may release any of the securities subject to these lock-up agreements at any time without notice. – 212 –

The Notes will constitute a new class of securities with no established trading market. Application has been made for the listing and quotation of the Notes on the Stock Exchange. However, we cannot assure you that the prices at which the Notes will sell in the market after this offering will not be lower than the initial offering price or that an active trading market for the Notes will develop and continue after this offering. The Initial Purchasers have advised us that they currently intend to make a market in the Notes. However, the Initial Purchasers are not obligated to do so and they may discontinue any market-making activities with respect to the Notes at any time without notice. In addition, one or a limited number of investors may purchase a significant portion of the Notes offered. Accordingly, we cannot assure you as to the liquidity of, or the trading market for, the Notes. In connection with the Offering, the Initial Purchasers may purchase and sell Notes in the open market. Purchases and sales in the open market may include short sales, purchases to cover short positions and stabilising purchases. •

Short sales involve secondary market sales by the Initial Purchasers of a greater number of Notes than it is required to purchase in the offering.

•

Covering transactions involve purchases of Notes in the open market after the distribution has been completed in order to cover short positions.

•

Stabilising transactions involve bids to purchase Notes so long as the stabilising bids do not exceed a specified maximum.

Purchases to cover short positions and stabilising purchases, as well as other purchases by the Initial Purchasers for their own accounts, may have the effect of preventing or retarding a decline in the market price of the Notes. They may also cause the price of the Notes to be higher than the price that would otherwise exist in the open market in the absence of these transactions. The Initial Purchasers may conduct these transactions in the over-the-counter market or otherwise. If the Initial Purchasers commence any of these transactions, they may discontinue them at any time. We expect to deliver the Notes against payment for the Notes on or about the date specified in the last paragraph of the cover page of this Offering Circular, which will be the fifth business day following the date of the pricing of the Notes. The Initial Purchasers and their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, principal investment, hedging, financing and brokerage activities (“Banking Services or Transactions”). The Initial Purchasers and their respective affiliates may have, from time to time, performed, and may in the future perform, various Banking Services or Transactions with us for which they have received, or will receive, fees and expenses. In connection with the offering of the Notes, the Initial Purchasers and/or their respective affiliates, or our affiliates, may place orders, receive allocations and purchase Notes for their own account (without a view to distributing such Notes) and such orders and/or allocations of the Notes may be material. Such entities may hold or sell such Notes or purchase further Notes – 213 –

for their own account in the secondary market or deal in any other of our securities, and therefore, they may offer or sell the Notes or other securities otherwise than in connection with this offering. Accordingly, references herein to the Notes being ‘offered’ should be read as including any offering of the Notes to the Initial Purchasers and/or their respective affiliates, or our affiliates for their own account. Such entities are not expected to disclose such transactions or the extent of any such investment, otherwise than in accordance with any legal or regulatory obligation to do so. Furthermore, it is possible that only a limited number of investors may subscribe for a significant proportion of the Notes. If this is the case, liquidity of trading in the Notes may be constrained (see “Risk Factors — Risk Relating to the Notes — The liquidity and price of the Notes following the offering may be volatile”). We and the Initial Purchasers are under no obligation to disclose the extent of the distribution of the Notes among individual investors. In the ordinary course of their various business activities, the Initial Purchasers and their respective affiliates make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers, and may at any time hold long and short positions in such securities and instruments. Such investment and securities activities may involve securities and instruments issued by us or our affiliates, including the Notes and could adversely affect the trading prices of the Notes. The Initial Purchasers and their affiliates may make investment recommendations and/or publish or express independent research views (positive or negative) in respect of the Notes or other financial instruments of us or our affiliates, and may recommend to their clients that they acquire long and/or short positions in the Notes or other financial instruments. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the Initial Purchasers or any affiliate of the Initial Purchasers is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the Initial Purchasers or their affiliates on behalf of the Company in such jurisdiction. SELLING RESTRICTIONS General No action has been taken or will be taken in any country or jurisdiction that would permit a public offering of the Notes or the possession or distribution of the offering circular or any other offering material relating to the Notes in any jurisdiction where action for any such purpose may be required. United States The Notes and the Subsidiary Guarantees have not been and will not be registered under the Securities Act and subject to certain exceptions, may not be offered or sold within the United States. The Notes and the Subsidiary Guarantees are being offered and sold only outside of the United States in reliance on Regulation S. – 214 –

United Kingdom Each Initial Purchaser has represented and agreed that: (a)

it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Company or the Guarantors; and

(b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom. Hong Kong Each Initial Purchaser has represented and agreed that: (a)

it has not offered or sold and will not offer or sell in Hong Kong, by means of any document, any Notes other than (a) to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance; or (b) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance; and

(b) it has not issued or had in its possession for the purposes of issue, and will not issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the Notes, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Notes which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the Securities and Futures Ordinance and any rules made under that Ordinance. Japan The Notes have not been and will not be registered under the Securities and Exchange Law of Japan (the “Securities and Exchange Law”). Accordingly, each Initial Purchaser represented and agreed that it has not, directly or indirectly, offered or sold and will not, directly or indirectly, offer or sell any Notes in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organised under the laws of Japan) or to others for re-offering or resale, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Securities and Exchange Law and other relevant laws and regulations of Japan. – 215 –

Singapore Each Initial Purchaser has acknowledged that this Offering Circular has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, each Initial Purchaser has represented and agreed that it has not offered or sold any Notes or caused such Notes to be made the subject of an invitation for subscription or purchase and will not offer or sell such Notes or cause such Notes to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, this Offering Circular or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of such Notes, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275, of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. This Offering Circular has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this Offering Circular and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of any Notes may not be circulated or distributed, nor may any Notes be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the SFA, (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275, of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Where Notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is: (a)

a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or

(b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor, securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the Notes pursuant to an offer made under Section 275 of the SFA except: (i)

to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i) (B) of the SFA;

(ii) where no consideration is or will be given for the transfer; (iii) where the transfer is by operation of law; – 216 –

(iv) as specified in Section 276(7) of the SFA; or (v) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore. Macao The notes and the subsidiary guarantees cannot be distributed to the public of Macao, including “professional investors”, as defined in paragraph 11 of circular no. 033/b/2010-dsb/amcm, dated 17/9/2010, through competent monetary institutions, until the earlier of (a) the expiry of 15 business days from the date of receipt by the Monetary Authority of Macao (AMCM) of the complete submission of information required and (b) the receipt of AMCM’s written approval. European Economic Area Each Initial Purchaser has severally represented and agreed that it has not made and will not make, in relation to each Member State of the European Economic Area which has implemented the EU Prospectus Directive (each, a “Relevant Member State”), with effect from and including the date on which the EU Prospectus Directive is implemented in that Relevant Member State, an offer of Notes to the public in that Relevant Member State other than: (a)

to any legal entity which is a qualified investor as defined in the EU Prospectus Directive;

(b) to fewer than 150 natural or legal persons (other than qualified investors as defined in the EU Prospectus Directive), subject to obtaining the prior consent of the relevant Initial Purchaser or Initial Purchasers nominated by the Company for any such offer; or (c)

in any other circumstances falling within Article 3(2) of the EU Prospectus Directive,

provided that no such offer of Notes shall require the Company or any Initial Purchaser to publish a prospectus pursuant to Article 3 of the EU Prospectus Directive. For the purposes of the above paragraph, the expression an offer of Notes to the public in relation to any Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe for the Notes, as the same may be varied in that Member State by any measure implementing the EU Prospectus Directive in that Member State, the expression EU Prospectus Directive means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU) and includes any relevant implementing measure in the Relevant Member State.

– 217 –

Malaysia The Notes may not be offered, sold, transferred or otherwise disposed directly or indirectly, nor may any document or other material in connection therewith be distributed, other than to a person to whom an offer or invitation to subscribe or purchase the Notes and to whom the Notes are issued would fall within: (a)

Schedule 6 or Section 229(1)(b) and Schedule 7 or Section 230(1)(b) of The Capital Market and Services Act 2007 (“CMSA”); read together with

(b) Schedule 8 or Section 257(3) of the CMSA, as may be amended and/or varied from time to time and subject to any amendments to the applicable laws from time to time. PRC Each Initial Purchaser has represented and agreed that the Notes are not being offered or sold and may not be offered or sold, directly or indirectly, in the PRC (for such purposes, not including the Hong Kong and Macao Special Administrative Regions or Taiwan), except as permitted by the securities laws of the People’s Republic of China. Bermuda Each Joint Lead Manager represents, warrants and agrees that it has not, directly or indirectly, offered or sold and will not, directly or indirectly, offer or sell any Notes to any person, firm or company regarded as a resident of Bermuda for exchange control purposes. British Virgin Islands No invitation will be made directly or indirectly to any person resident in the British Virgin Islands to subscribe for any of the Notes but the Notes may be acquired by British Virgin Islands persons who receive the offer of the notes outside of the British Virgin Islands and in a manner which does not contravene the laws of the jurisdiction in which such offer is received.

– 218 –

TRANSFER RESTRICTIONS By purchasing the Notes, you will be deemed to have represented, agreed and acknowledged that: 1.

You are, or at the time the Notes are purchased will be, the beneficial owner of such Notes and (a) you are located outside the United States (within the meaning of Regulation S) and (b) you are not an affiliate of ours or a person acting on behalf of such an affiliate.

2.

You understand that the Notes, the Subsidiary Guarantees and the JV Subsidiary Guarantee (if any) have not been and will not be registered under the Securities Act and that you will not offer, sell, pledge or otherwise transfer such securities except in an offshore transaction in accordance with Rule 903 or Rule 904 of Regulation S or pursuant to another exemption from registration, or a transaction not requiring registration, under the Securities Act, in each case in accordance with any applicable securities laws of any State of the United States.

3.

We, the Initial Purchasers and their affiliates, and others will rely upon the truth and accuracy of the foregoing acknowledgments, representations and agreements.

– 219 –

GENERAL INFORMATION 1.

The Notes have been accepted for clearance through Euroclear and Clearstream under Common Code number and the International Securities Identification Number for the Notes is .

2.

Application has been made to the Stock Exchange for the listing of, and permission to deal in, the Notes; and such permission is expected to become effective on or about 2017. The Stock Exchange assumes no responsibility for the correctness of any of the statements made or opinions expressed or reports contained in this Offering Circular. Conditional approval granted by the Stock Exchange for the listing and quotation of the Notes on the Stock Exchange is not to be taken as indication of the merits of the Company or any other subsidiary or associated company of the Company or the Notes. Listing of the Notes on the Stock Exchange is conditional upon satisfaction of the requirements of such exchange.

3.

The Company and the Subsidiary Guarantors have obtained all necessary consents, approvals and authorisations in connection with the issue and performance of the Notes and the Subsidiary Guarantees. The issue of the Notes were authorised and approved by resolutions of the Board of the Company passed on 18 November 2016.

4.

Except as disclosed in this Offering Circular, there has been no change, or any development reasonably likely to involve prospective change, in the financial condition, business operations or results of operations in the general affairs of the Company since 30 June 2016, the date of the Company’s most recent published financial statements, that is material and adverse in the context of the issue of the Notes.

5.

There are no litigation or arbitration proceedings against or affecting the Company or of the Group or any of the Company’s assets, nor is the Company aware of any pending or threatened such proceedings, in each case which, to the Company’s best knowledge and belief, are or might be material in the context of the issue of the Notes.

6.

The consolidated financial statements of the Company for the years ended 31 December 2014 and 2015 have been prepared in accordance with IFRS and have been audited by Ernst & Young, Certified Public Accountants, in accordance with the Hong Kong Standards on Auditing issued by the HKICPA, as stated in their reports appearing herein. The consolidated financial statements of the Company for the six months ended 30 June 2016 have been prepared in accordance with IFRS and have been reviewed by Ernst & Young, Certified Public Accountants in accordance with Hong Kong Standard on Review Engagements 2410 “Review of Interim Financial Information Performed by the Independent Auditor of the Equity” issued by HKICPA, as stated in their report appearing herein.

7.

Copies of the latest annual reports and interim reports may be downloaded free of charge from the Company’s website (www.singyessolar.com) and copies of the Indenture will be made available for inspection, at the Company’s specified office at Unit 3108, 31/F, China Merchants Tower, Shun Tak Centre, Sheung Wan, Hong Kong during normal business hours or at the corporate trust office of the Trustee (being at the date of this Offering Circular at Level 30, HSBC Main Building, 1 Queen’s Road Central, Hong Kong upon written request during normal business hours, so long as any of the Notes is outstanding. – 220 –

INDEX TO FINANCIAL STATEMENTS Page Unaudited Consolidated Financial Statements as of and for the six months ended 30 June 2016. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F-2

Audited Consolidated Financial Statements as of and for the year ended 31 December 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F-81

Audited Consolidated Financial Statements as of and for the year ended 31 December 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-247

– F-1 –

REPORT ON REVIEW OF INTERIM CONDENSED FINANCIAL INFORMATION 中期簡明財務資料審閱報告

To the board of directors of China Singyes Solar Technologies Holdings Limited

致中國興業太陽能技術控股有限公司董事會

（於百慕達註冊成立之有限公司）

(Incorporated in Bermuda with limited liability)

INTRODUCTION

緒言

We have reviewed the interim condensed financial information set out on

我們已審閱第 32 至 108 頁所載之中期簡明財

pages 32 to 108, which comprises the interim consolidated statement of

務資料，當中包括中國興業太陽能技術控股有

financial position of China Singyes Solar Technologies Holdings Limited (the

限公司（「貴公司」 ）及其附屬公司於二零一六

“Company”) and its subsidiaries as at 30 June 2016, and the consolidated

年六月三十日之中期綜合財務狀況表，以及截

statements of profit or loss and other comprehensive income, changes in

至該日止六個月期間之綜合損益及其他全面收

equity and cash flows for the six-month period then ended, and explanatory

益表、權益變動表及現金流量表及說明附註。

notes. The Main Board Listing Rules Governing the Listing of Securities on

香港聯合交易所有限公司主板證券上市規則規

The Stock Exchange of Hong Kong Limited require the preparation of a report

定，中期簡明財務資料報告的編製須符合當中

on interim condensed financial information to be in compliance with the

訂明的相關條文，以及國際會計準則第 34 號

relevant provisions thereof and International Accounting Standard 34 Interim

「中期財務報告 」 （「國際會計準則第 34 號」）。

Financial Reporting (“IAS 34”).

30

The directors of the Company are responsible for the preparation and

貴公司董事須根據國際會計準則第 34 號編製

presentation of this interim condensed financial information in accordance

及呈報本中期簡明財務資料。我們的責任則為

with IAS 34. Our responsibility is to express a conclusion on this interim

根據審閱結果，對本中期簡明財務資料發表結

condensed financial information based on our review. Our report is made

論。我們的報告依據雙方所協定的委聘書條款

solely to you, as a body, in accordance with our agreed terms of engagement,

僅向全體董事編製，除此之外別無其他目的。

and for no other purpose. We do not assume responsibility towards or accept

我們概不就本報告的內容向任何其他人士負上

liability to any other person for the contents of this report.

或承擔任何責任。

China Singyes Solar Technologies Holdings Limited Interim Report 2016

– F-2 –

REPORT ON REVIEW OF INTERIM CONDENSED FINANCIAL INFORMATION 中期簡明財務資料審閱報告

SCOPE OF REVIEW

審閱範圍

We conducted our review in accordance with Hong Kong Standard on Review

我們已按照由香港會計師公會頒佈之香港審閱

Engagements 2410 Review of Interim Financial Information Performed by

聘用準則第 2410 號「由實體之獨立核數師執

the Independent Auditor of the Entity issued by the Hong Kong Institute

行之中期財務資料審閱 」進行審閱工作。審閱

of Certified Public Accountants. A review of interim condensed financial

中期簡明財務資料包括主要向負責財務及會計

information consists of making inquiries, primarily of persons responsible for

事宜之人員作出查詢，及進行分析性及其他審

financial and accounting matters, and applying analytical and other review

閱程序。審閱之範圍遠較根據香港審計準則進

procedures. A review is substantially less in scope than an audit conducted

行之審計範圍為小，故不能令我們保證我們知

in accordance with Hong Kong Standards on Auditing and consequently

悉在審計中可能發現之所有重大事項。因此，

does not enable us to obtain assurance that we would become aware of all

我們並無發表審計意見。

significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

CONCLUSION

結論

Based on our review, nothing has come to our attention that causes us to

根據我們的審閱，我們並無發現任何事項令我

believe that the interim condensed financial information is not prepared, in all

們相信隨附之中期簡明財務資料在各重大方面

material respects, in accordance with IAS 34.

未有根據國際會計準則第 34 號編製。

Ernst & Young

安永會計師事務所

Certified Public Accountants

執業會計師

Hong Kong

香港

30 August 2016

二零一六年八月三十日

– F-3 –

中國興業太陽能技術控股有限公司 二零一六年中期報告

31

INTERIM CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME 中期綜合損益及其他全面收益表 For the six months ended 30 June 2016 截至二零一六年六月三十日止六個月

Notes 附註

REVENUE Cost of sales

收入 銷售成本

Gross profit

毛利

Tariff adjustment Other income and gains Selling and distribution expenses Administrative expenses Other expenses Finance costs Share of losses of associates Fair value gains on conversion rights of convertible bonds

電價補貼 其他收入及收益 銷售及分銷開支 行政開支 其他開支 融資成本 分佔聯營公司虧損 可換股債券轉換權的 公平值收益

3

3 4

5 18(b)

For the six months ended 30 June 截至六月三十日止六個月 2016 2015 二零一六年 二零一五年 RMB’000 RMB’000 人民幣千元 人民幣千元 (Unaudited) (Unaudited) （未經審核） （未經審核） 2,718,138 (2,142,772)

2,177,618 (1,669,225)

575,366

508,393

37,561 191,104 (60,163) (172,899) (6,221) (189,903) (17,019)

23,817 113,544 (45,709) (158,128) (7,506) (152,284) –

43,313

1,575

PROFIT BEFORE TAX

除稅前溢利

6

401,139

283,702

Income tax expense

所得稅開支

7

(75,595)

(60,582)

PROFIT FOR THE PERIOD

本期間溢利

325,544

223,120

OTHER COMPREHENSIVE INCOME/(LOSS) 本期間其他全面 FOR THE PERIOD: 收益╱（虧損）： Other comprehensive income/(loss) not to be reclassified to profit or loss in subsequent periods: Exchange differences on translation of financial statements

不會於隨後期間 重新分類至損益的 其他全面收益╱（虧損）： 換算財務報表的 匯兌差額

(29,901)

TOTAL COMPREHENSIVE INCOME FOR THE PERIOD

本期間全面 收益總額

295,643

226,396

Profit attributable to: Owners of the Company Non-controlling interests

以下人士應佔溢利： 本公司擁有人 非控股權益

315,698 9,846

223,175 (55)

325,544

223,120

285,797 9,846

226,451 (55)

295,643

226,396

Total comprehensive income attributable to: 以下人士應佔全面收益總額： Owners of the Company 本公司擁有人 Non-controlling interests 非控股權益

3,276

EARNINGS PER SHARE ATTRIBUTABLE TO 本公司普通股權益持有人 ORDINARY EQUITY HOLDERS OF 應佔每股盈利 THE COMPANY

32

Basic

基本

9

RMB0.454 人民幣 0.454 元

RMB0.321 人民幣 0.321 元

Diluted

攤薄

9

RMB0.432 人民幣 0.432 元

RMB0.346 人民幣 0.346 元

China Singyes Solar Technologies Holdings Limited Interim Report 2016

– F-4 –

INTERIM CONSOLIDATED STATEMENT OF FINANCIAL POSITION 中期綜合財務狀況表 30 June 2016 二零一六年六月三十日

Notes 附註

NON-CURRENT ASSETS Property, plant and equipment Prepaid land lease payments Intangible assets Payments in advance Investments in associates Deferred tax assets Available-for-sale investments

非流動資產 物業、廠房及設備 預付土地租賃款項 無形資產 預付款項 於聯營公司投資 遞延稅項資產 可供出售投資

Total non-current assets

非流動資產總值

CURRENT ASSETS Inventories Construction contracts Trade and bills receivables Prepayments, deposits and other receivables Pledged deposits Cash and cash equivalents

流動資產 存貨 建築合同 應收貿易款項及應收票據 預付款項、訂金及 其他應收款項 抵押存款 現金及現金等價物

Total current assets

流動資產總值

CURRENT LIABILITIES Trade and bills payables Other payables and accruals Derivative financial instruments Bank advances for discounted bills Interest-bearing bank and other loans Tax payable Dividend payable

流動負債 應付貿易款項及應付票據 其他應付款項及應計款項 衍生金融工具 貼現票據之銀行貸款 附息銀行及其他貸款 應付所得稅 應付股息

Total current liabilities NET CURRENT ASSETS

30 June 2016 二零一六年 六月三十日 RMB’000 人民幣千元 (Unaudited) （未經審核）

31 December 2015 二零一五年 十二月三十一日 RMB’000 人民幣千元

3,879,427 95,010 3,362 49,445 (21,763) 31,281 74,319

3,835,238 96,136 3,486 30,137 (4,744) 34,107 51,000

4,111,081

4,045,360

202,481 607,781 2,986,461

93,171 927,498 2,292,195

820,562 467,486 1,239,350

652,390 376,055 1,265,303

6,324,121

5,606,612

1,537,296 358,137 2,171 81,975 1,063,873 34,991 17,469

903,503 331,289 – 251,699 1,040,777 12,747 –

流動負債總額

3,095,912

2,540,015

流動資產淨值

3,228,209

3,066,597

7,339,290

7,111,957

TOTAL ASSETS LESS CURRENT LIABILITIES 資產總值減流動負債

– F-5 –

10 10 10

21 11

12 13 14

15 16 28(a) 17 8

中國興業太陽能技術控股有限公司 二零一六年中期報告

33

INTERIM CONSOLIDATED STATEMENT OF FINANCIAL POSITION 中期綜合財務狀況表 30 June 2016 二零一六年六月三十日

Notes 附註

34

NON-CURRENT LIABILITIES Convertible bonds Senior notes Interest-bearing bank and other loans Deferred tax liabilities Deferred income

非流動負債 可換股債券 優先票據 附息銀行及其他貸款 遞延稅項負債 遞延收益

Total non-current liabilities

30 June 2016 二零一六年 六月三十日 RMB’000 人民幣千元 (Unaudited) （未經審核）

31 December 2015 二零一五年 十二月三十一日 RMB’000 人民幣千元

691,237 755,470 1,727,328 86,860 278,643

697,569 746,692 1,541,906 86,860 537,807

非流動負債總額

3,539,538

3,610,834

Net assets

資產淨值

3,799,752

3,501,123

EQUITY Equity attributable to owners of the Company Issued capital Reserves

權益 本公司擁有人應佔權益 已發行股本 儲備

46,443 3,660,345

46,443 3,378,179

3,706,788

3,424,622

92,964

76,501

3,799,752

3,501,123

Non-controlling interests

非控股權益

Total equity

權益總額

Mr. Liu Hongwei

Mr. Xie Wen

劉紅維先生

謝文先生

Director

Director

董事

董事

China Singyes Solar Technologies Holdings Limited Interim Report 2016

– F-6 –

18 19 17 21 20

22

INTERIM CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 中期綜合權益變動表 For the six months ended 30 June 2016 截至二零一六年六月三十日止六個月

Attributable to owners of the Company 本公司擁有人應佔

At 1 January 2015

於二零一五年 一月一日

Profit for the period Other comprehensive income for the period: Exchange differences on translation of financial statements

本期間溢利 本期間其他 全面收益： 換算財務報表的 匯兌差額

Total comprehensive income for the period Acquisition of non-controlling interests of subsidiaries Exercise of share options Transfer of share option reserve upon the exercise of share options Equity-settled share option arrangements Transfer to contributed surplus Establishment for safety fund surplus reserve Utilisation of safety fund surplus reserve Final 2014 dividend declared

本期間全面 收益總額 收購附屬公司 非控股權益 行使購股權 行使購股權時 購股權儲備轉移

At 30 June 2015 (unaudited)

股本結算之購股權 開支 轉移至繳入盈餘 設立安全基金 盈餘儲備 動用安全基金 盈餘儲備 已宣派二零一四年 末期股息 於二零一五年 六月三十日 （未經審核）

Exchange fluctuation reserve*

Retained profits*

購股權 儲備* RMB’000 人民幣千元

Safety fund surplus reserve 安全 基金盈餘 儲備 RMB’000 人民幣千元

匯兌波動 儲備* RMB’000 人民幣千元

保留溢利* RMB’000 人民幣千元

Difference arising from acquisition of noncontrolling interests* 收購非控股 權益產生 之差異* RMB’000 人民幣千元

59,834

24,847

–

(1,250)

2,222,427

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

– 61

– 2,313

– –

– –

– –

–

1,143

–

–

–

–

–

–

(60,000)

–

Issued capital

Share premium account*

Contributed surplus*

Statutory reserve fund*

Enterprise expansion fund*

Share option reserve*

Total

Noncontrolling interests

Total equity

已發行 股本 RMB’000 人民幣千元

股份 溢價賬* RMB’000 人民幣千元

繳入盈餘* RMB’000 人民幣千元

法定儲備 基金* RMB’000 人民幣千元

公司 擴展金* RMB’000 人民幣千元

總計 RMB’000 人民幣千元

非控股 權益 RMB’000 人民幣千元

權益總額 RMB’000 人民幣千元

46,466

641,869

10,480

134,292

1,021

3,139,986

606

3,140,592

–

–

–

223,175

–

223,175

(55)

223,120

–

–

3,276

–

–

3,276

–

3,276

–

–

3,276

223,175

–

226,451

(55)

226,396

– –

– –

– –

– –

(68) –

(68) 2,374

(132) –

(200) 2,374

–

(1,143)

–

–

–

–

–

–

–

–

–

2,038

–

–

–

–

2,038

–

2,038

60,000

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

28,191

–

–

–

28,191

–

28,191

–

–

–

–

–

–

(28,191)

–

–

–

(28,191)

–

(28,191)

–

–

(49,423)

–

–

–

–

–

–

–

(49,423)

–

(49,423)

46,527

585,325

21,057

134,292

59,834

25,742

–

2,026

2,445,602

953

3,321,358

419

3,321,777

– F-7 –

中國興業太陽能技術控股有限公司 二零一六年中期報告

35

INTERIM CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 中期綜合權益變動表 For the six months ended 30 June 2016 截至二零一六年六月三十日止六個月

Attributable to owners of the Company 本公司擁有人應佔

Issued capital

Share premium Contributed account* surplus*

已發行 股份 股本 溢價賬* 繳入盈餘* RMB’000 RMB’000 RMB’000 人民幣千元 人民幣千元 人民幣千元 (note 22) （附註22） At 1 January 2016 Profit for the period Other comprehensive loss for the period: Exchange differences on translation of financial statements Total comprehensive income for the period Equity-settled share option arrangements (note 23) Capital contribution from non-controlling shareholders of subsidiaries Establishment for safety fund surplus reserve Utilisation of safety fund surplus reserve Final 2015 dividend declared

At 30 June 2016 (unaudited)

*

36

於二零一六 年一月一日 本期間溢利 本期間其他 全面虧損： 換算財務報表的 匯兌差額

本期間全面 收益總額 股本結算之購股 權開支（附註23） 附屬公司非控股 股東的出資 設立安全基金 盈餘儲備 動用安全基金 盈餘儲備 已宣派二零一五年 末期股息 於二零一六年 六月三十日 （未經審核）

Difference Available– arising from for-sale Safety change investment Statutory Enterprise Share fund Exchange of nonNonrevaluation reserve expansion option surplus fluctuation Retained controlling controlling Total reserve* fund* fund* reserve* reserve* reserve* profits* interests* Total interests equity 可供出售 安全 收購非控股 投資重估 法定儲備 公司 購股權 基金盈餘 匯兌波動 權益產生 非控股 儲備* 基金* 擴展金* 儲備* 儲備* 儲備* 保留溢利* 之差異* 總計 權益 權益總額 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元

46,443

580,564

21,057

(5,228)

181,380

81,428

34,055

–

–

–

–

–

–

–

–

–

–

315,698

–

315,698

9,846

325,544

–

–

–

–

–

–

–

–

(29,901)

–

–

(29,901)

–

(29,901)

–

–

–

–

–

–

–

–

(29,901)

315,698

–

285,797

9,846

295,643

–

–

–

–

–

–

7,568

–

–

–

–

7,568

–

7,568

–

–

–

–

–

–

–

–

–

–

6,270

6,270

6,617

12,887

–

–

–

–

–

–

–

34,831

–

(34,831)

–

–

–

–

–

–

–

–

–

–

–

(34,831)

–

34,831

–

–

–

–

–

–

(17,469)

–

–

–

–

–

–

–

–

(17,469)

–

(17,469)

46,443

580,564

3,588

(5,228)

181,380

81,428

41,623

–

These reserve accounts comprise the consolidated reserves of

*

(54,291) 2,509,731

(84,192) 2,825,429

29,483 3,424,622

35,753 3,706,788

76,501 3,501,123

92,964 3,799,752

該等儲備賬目包括綜合財務狀況表內之綜合

RMB3,660,345,000 (31 December 2015: RMB3,378,179,000) in the

儲 備 人 民 幣 3,660,345,000 元（ 二 零 一 五 年

consolidated statement of financial position.

十二月三十一日：人民幣3,378,179,000元） 。

China Singyes Solar Technologies Holdings Limited Interim Report 2016

– F-8 –

INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS 中期綜合現金流量表 For the six months ended 30 June 2016 截至二零一六年六月三十日止六個月

For the six months ended 30 June 截至六月三十日止六個月

Notes 附註 CASH FLOWS FROM 經營活動產生的現金流量 OPERATING ACTIVITIES Profit before tax 除稅前溢利 Adjustments for: 就以下項目作出調整： Depreciation 折舊 Amortisation of prepaid land 預付土地租賃款項攤銷 lease payments Amortisation of intangible assets 無形資產攤銷 (Reversal of)/impairment loss 應收貿易款項 on trade receivables （撥回）╱減值虧損 Share of losses of associates 分佔聯營公司虧損 附屬公司股份上市相關 Transaction costs related to listing shares of a subsidiary 交易成本 Gains on settlement of derivative 結算衍生金融工具 financial instruments 的收益 Fair value gains on conversion rights of 可換股債券轉換權的 convertible bonds 公平值收益 Equity-settled share option expense 股本結算之購股權開支 Gain on disposal of items of property, 出售物業、廠房及設備 plant and equipment 項目的收益 Unrealised foreign exchange gains, net 未變現匯兌收益淨額 Interest income 利息收入 Deferred income released to profit or loss 撥至損益的遞延收入 Finance costs 融資成本

Increase/(decrease) in other payables and accruals Income tax paid

存貨增加 建築合同減少╱（增加） 應收貿易款項及應收票據 減少╱（增加） 預付款項、訂金及 其他應收款項減少╱（增加） 應付貿易款項及應付票據 增加╱（減少） 其他應付款項及應計款項 增加╱（減少） 已付所得稅

Net cash flows from/(used in) operating activities

經營活動產生╱（所用）的 現金流量淨額

Increase in inventories Decrease/(increase) in construction contracts Decrease/(increase) in trade and bills receivables Decrease/(increase) in prepayments, deposits and other receivables Increase/(decrease) in trade and bills payables

– F-9 –

2016 二零一六年 RMB’000 人民幣千元 (Unaudited) （未經審核）

2015 二零一五年 RMB’000 人民幣千元 (Unaudited) （未經審核）

401,139

283,702

10

75,565

62,327

10 10

1,126 449

1,007 328

6

1,227 17,019 7,219

6

23 4 4 20 5

–

(161) – – (9,960)

(43,313) 7,568

(1,575) 2,038

(144,768) (8,365) (14,358) (12,657) 189,903

– (38) (31,564) (64,094) 152,284

477,754

394,294

(109,310) 319,717

(21,286) (428,816)

(685,403)

389,770

(48,389)

32,975

633,793

(376,105)

(16,571) (50,525)

38,003 (54,564)

521,066

(25,729)

中國興業太陽能技術控股有限公司 二零一六年中期報告

37

INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS 中期綜合現金流量表 For the six months ended 30 June 2016 截至二零一六年六月三十日止六個月

For the six months ended 30 June 截至六月三十日止六個月

CASH FLOWS FROM INVESTING

2016

2015

二零一六年

二零一五年

RMB’000

RMB’000

人民幣千元

人民幣千元

Notes

(Unaudited)

(Unaudited)

附註

（未經審核）

（未經審核）

(400,253)

(155,221)

(321)

(145)

投資活動產生的現金流量

ACTIVITIES Purchase of items of property,

購買物業、廠房及設備項目

plant and equipment Purchase of intangible assets

購買無形資產

Purchase of available-for-sale investments

購買可供出售投資

Payment for acquisition of

就過往期間收購附屬公司

non-controlling interests

(22,643)

–

非控股權益之付款

of a subsidiary in prior periods

–

(8,000)

Acquisition of a subsidiary

收購一間附屬公司

–

3,533

Payment for prepaid land lease payments

就預付土地租賃款項之付款

–

(1,000)

Proceeds from disposal of items of property, 出售物業、廠房及設備項目 plant and equipment

之所得款項

83,602

Settlement of derivative financial instruments 結算衍生金融工具 Receipt from maturity of pledged deposits

抵押存款到期時所得款項

Placement of pledged deposits

存入抵押存款

Interest received

已收利息

Receipt of government grants

已收與資產有關的政府補助

related to assets

Net cash flows from/(used in) investing activities

Net cash flows before financing activities

20

–

6,918

520,989

774,146

(612,420)

(764,443)

4,268

11,023

888

172,700

投資活動產生╱（所用）的 現金流量淨額

(425,890)

102,511

未計融資活動前的 現金流量淨額

38

63,000

China Singyes Solar Technologies Holdings Limited Interim Report 2016

– F-10 –

95,176

76,782

INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS 中期綜合現金流量表 For the six months ended 30 June 2016 截至二零一六年六月三十日止六個月

For the six months ended 30 June 截至六月三十日止六個月

CASH FLOWS FROM FINANCING

2016

2015

二零一六年

二零一五年

RMB’000

RMB’000

人民幣千元

人民幣千元

(Unaudited)

(Unaudited)

（未經審核）

（未經審核）

融資活動產生的現金流量

ACTIVITIES Net proceeds from issue of senior notes

發行優先票據所得款項淨額

–

182,492

Proceeds from exercise of share options

行使購股權所得款項

–

2,374

Payment of transaction costs related to

支付附屬公司股份上市

listing shares of a subsidiary

相關交易成本

Proceeds from bank and other loans

銀行及其他貸款所得款項

Repayment of bank and other loans

銀行及其他貸款之償還

Proceeds from bank advances

貼現票據銀行貸款所得款項

–

950,700

977,601

(779,129)

(764,652)

81,975

for discounted bills Repayment of bank advances

(6,694)

168,305

貼現票據之銀行貸款之償還

for discounted bills

(251,699)

(184,378)

支付其他融資成本

(6,400)

(4,439)

Settlement of derivative financial instruments 結算衍生金融工具

(2,329)

–

12,887

–

Payment of other financing costs Capital contribution from non-controlling shareholders of subsidiaries

附屬公司非控股 股東的出資

Interest paid

已付利息

Net cash flows from/(used in)

融資活動產生╱（所用）的

financing activities NET DECREASE/(INCREASE) IN CASH AND CASH EQUIVALENTS Cash and cash equivalents

現金流量淨額

(111,377)

(123,568)

265,926

(28,392)

342,708

現金及現金等價物 減少╱（增加）淨額 期初之現金及現金等價物

at beginning of period

1,265,303

Effect of foreign exchange rate changes, net

匯率變動的影響，淨額

CASH AND CASH EQUIVALENTS

期末之現金及現金等價物

AT END OF PERIOD ANALYSIS OF BALANCES OF CASH AND

(122,879)

2,439

901,417 (138)

1,239,350

1,243,987

1,239,350

1,243,987

現金及現金等價物結餘分析

CASH EQUIVALENTS Cash and bank balances

現金及銀行結餘

– F-11 –

中國興業太陽能技術控股有限公司 二零一六年中期報告

39

NOTES TO INTERIM CONDENSED FINANCIAL INFORMATION 中期簡明財務資料附註 For the six months ended 30 June 2016 截至二零一六年六月三十日止六個月

1. CORPORATE AND GROUP INFORMATION China Singyes Solar Technologies Holdings Limited (the “Company”)

1. 公司及集團資料 中國興業太陽能技術控股有限公司（「本

was incorporated as an exempted company with limited liability in

公司」 ）於二零零三年十月二十四日於百

Bermuda on 24 October 2003. The registered office of the Company

慕達註冊成立為獲豁免有限責任公司。

is located at Clarendon House, 2 Church Street, Hamilton HM 11,

本公司的註冊辦事處地址為 Clarendon

Bermuda. The principal place of business of the Company is located at

House, 2 Church Street, Hamilton HM

Unit 3108, 31st Floor, China Merchants Tower, Shun Tak Center, 168-

11, Bermuda。本公司主要營業地點位

200 Connaught Road Central, Hong Kong.

於香港干諾道中 168-200 號信德中心招 商局大廈 31 樓 3108 室。

During the six months ended 30 June 2016 (the “Period”), the

截至二零一六年六月三十日止六個月

Company and its subsidiaries (collectively referred to as the “Group”)

（「本期間」 ），本公司及其附屬公司（統

were principally engaged in the design, manufacture, supply and

稱為「本集團」）主要從事傳統幕牆及光

installation of conventional curtain walls and building integrated

伏建築一體化系統設計、製造、供應及

photovoltaic systems, as well as the manufacture and sale of solar

安裝，以及太陽能產品製造及銷售。於

power products. There were no significant changes in the nature of the

本期間內，本集團主要業務的性質並無

Group’s principal activities during the Period.

重大轉變。

In the opinion of the directors, the parent and the ultimate holding

董事認為，本公司的母公司及最終控股

company of the Company is Strong Eagle Holdings Limited, which is

公司為於英屬維爾京 群島註冊成立之

incorporated in the British Virgin Islands.

Strong Eagle Holdings Limited。

2.1 編製基準

2.1 BASIS OF PREPARATION

40

The unaudited interim condensed financial information for the Period

本期間未經審核中期簡明財務資料已根

has been prepared in accordance with International Accounting

據國際會計準則（「國際會計準則」）第 34

Standard (“IAS”) 34 Interim Financial Reporting.

號「中期財務報告 」編製。

The unaudited interim condensed financial information does not

未經審核中期簡明財務資料並不包括所

include all the information and disclosures required in the annual

有規定須列入年度財務報表的資料及

financial statements, and should be read in conjunction with the

披露，並且應與本集團截至二零一五年

Group’s annual financial statements for the year ended 31 December

十二月三十一日止年度的年度財務報表

2015.

一併閱讀。

China Singyes Solar Technologies Holdings Limited Interim Report 2016

– F-12 –

NOTES TO INTERIM CONDENSED FINANCIAL INFORMATION 中期簡明財務資料附註 For the six months ended 30 June 2016 截至二零一六年六月三十日止六個月

2.2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2.2 主要會計政策概要

The accounting policies adopted in the preparation of this unaudited

編製本未經審核中期簡明財務資料時採

interim condensed financial information are consistent with those

納的會計政策與編製本集團截至二零

followed in the preparation of the Group’s annual financial statements

一五年十二月三十一日止年度的年度財

for the year ended 31 December 2015, except for the adoption of the

務報表所採納的會計政策一致，惟採納

following amendments to a number of International Financial Reporting

以下國際會計準則理事會頒佈的於二零

Standards issued by the International Accounting Standards Board

一六年一月一日開始的財務年度首次強

that are mandatory for the first time for the financial year beginning on

制採納的多項國際財務報告準則的修訂

1 January 2016.

除外。

Amendments to IFRS 10, IFRS 12 and IAS 28

Investment Entities: Applying the Consolidation Exception

國際財務報告 準則第 10 號、

投資實體：應用 合併豁免

國際財務報告 準則第 12 號及 國際會計準則 第 28 號修訂 Amendments to IFRS 11

Accounting for Acquisitions of Interests in Joint Operations

Amendments to IAS 1

國際財務報告

收購共同經營權益

準則第 11 號修訂 的會計處理

Disclosure Initiative

國際會計準則

Clarification of Acceptable Methods

國際會計準則

披露措施

第 1 號修訂 Amendments to IAS 16 and IAS 38

of Depreciation and Amortisation

第 16 號及

可接納的折舊及 攤銷方法的澄清

國際會計準則 第 38 號修訂 Amendments to IAS 16

國際會計準則

Agriculture: Bearer Plants

農業：生產性作物

第 16 號及

and IAS 41

國際會計準則 第 41 號修訂 Amendments to IAS 27

Equity Method in Separate

第 27 號修訂

Financial Statements Annual Improvements

國際會計準則

Amendments to a number of IFRSs

二零一二年至 二零一四年周期

2012-2014 Cycle

獨立財務報表中 的權益法 多項國際財務報告 準則的修訂

的年度改進 The adoption of these amendments has had no significant financial

採納該等準則修訂對本集團的財務狀況

effect on the financial position or performance of the Group.

及表現並無重大影響。

– F-13 –

中國興業太陽能技術控股有限公司 二零一六年中期報告

41

NOTES TO INTERIM CONDENSED FINANCIAL INFORMATION 中期簡明財務資料附註 For the six months ended 30 June 2016 截至二零一六年六月三十日止六個月

3. OPERATING SEGMENT INFORMATION AND REVENUE

3. 營運分部資料及收入

Revenue represents an appropriate proportion of contract revenue of

收入指建築合同適當比例的合同收入；

construction contracts; net of government surcharges and the invoiced

扣除政府附加稅及已售貨品及電力的發

value of goods and electricity sold, and net of value-added tax and

票價值，扣除增值稅及政府附加稅。

government surcharges. The Group’s revenue and contribution to profit for the Period were mainly derived from construction and installation of curtain wall

來自建築及安裝幕牆（包括太陽能產品）

(including solar power products), as well as operation and management

以及營運及管理太陽能光伏電站，其被

of solar photovoltaic power station, which is regarded as a single

視為單一可呈報分部，與向本集團高級

reportable segment in a manner consistent with the way in which

管理層就分配資源及業績評估呈報內部

information is reported internally to the Group’s senior management

資料的方式一致。此外，本集團使用的

for the purpose of resources allocation and performance assessment.

主要資產位於中國大陸。因此，除以整

In addition, the principal assets employed by the Group are located in

間公司的方式披露外，無須呈報分部分

Mainland China. Accordingly, no segment analysis is presented other

析。

than entity-wide disclosures.

42

本集團於本期間的收入及溢利貢獻主要

China Singyes Solar Technologies Holdings Limited Interim Report 2016

– F-14 –

NOTES TO INTERIM CONDENSED FINANCIAL INFORMATION 中期簡明財務資料附註 For the six months ended 30 June 2016 截至二零一六年六月三十日止六個月

3. 營運分部資料及收入（續）

3. OPERATING SEGMENT INFORMATION AND REVENUE (Continued)

有關產品及服務的資料

Information about products and services The following table sets forth the total revenue from external customers

下表載列本期間按產品及服務劃分的來

by product and service and the percentage of total revenue by product

自外部客戶的總收入及總收入百分比：

and service during the Period: For the six months ended 30 June 截至六月三十日止六個月 2016

2015

二零一六年

二零一五年

RMB’000

%

人民幣千元

Construction contracts

*

RMB’000

%

人民幣千元

(Unaudited)

(Unaudited)

（未經審核）

（未經審核）

建築合同

2,028,089

74.6

1,638,058

75.2

655,417

24.1

513,506

23.6

3,645

0.1

5,140

0.2

30,987

1.2

20,914

1.0

2,718,138

100.0

2,177,618

100.0

Sale of goods

貨品銷售

Rendering of design services

提供設計服務

Sale of electricity

電力銷售

Revenue

收入

Tariff adjustment*

電價補貼 *

37,561

Tariff adjustment represents subsidy receivable from the government authorities in respect of the Group’s solar photovoltaic power station

23,817 *

電價補貼指就本集團之太陽能光伏發 電站業務自政府機構應收之補貼。

business.

– F-15 –

中國興業太陽能技術控股有限公司 二零一六年中期報告

43

NOTES TO INTERIM CONDENSED FINANCIAL INFORMATION 中期簡明財務資料附註 For the six months ended 30 June 2016 截至二零一六年六月三十日止六個月

3. OPERATING SEGMENT INFORMATION AND REVENUE (Continued)

3. 營運分部資料及收入（續）

Geographical information

地區資料

(a)

(a)

Revenue from external customers

來自外部客戶的收入

For the six months ended 30 June 截至六月三十日止六個月 2016 二零一六年 RMB’000 人民幣千元 (Unaudited) （未經審核） Domestic - Mainland China* Malaysia Macau Hong Kong

*

(b)

國內 – 中國大陸 * 馬來西亞 澳門 香港

%

%

2,529,080 50,907 107,161 30,990

93.1 1.9 3.9 1.1

2,111,023 – 38,498 28,097

96.9 – 1.8 1.3

2,718,138

100.0

2,177,618

100.0

The place of domicile of the Group’s principal operating

本集團主要營運附屬公司所在地為中

*

subsidiaries is Mainland China. The principal revenues of the

國大陸。本集團主要收入來自中國大

Group are generated in Mainland China.

陸。

(b)

Non-current assets

非流動資產

30 June 2016 二零一六年六月三十日 RMB’000 % 人民幣千元 (Unaudited) （未經審核） Mainland China Hong Kong Others

44

2015 二零一五年 RMB’000 人民幣千元 (Unaudited) （未經審核）

中國大陸 香港 其他

31 December 2015 二零一五年十二月三十一日 RMB’000 % 人民幣千元

4,003,319 23,559 366

99.4 0.6 –

3,941,838 22,770 389

99.4 0.6 –

4,027,244

100.0

3,964,997

100.0

The non-current asset information above is based on the locations of

上述非流動資產資料乃按資產所在地區

the assets and excludes investments in associates, deferred tax assets

劃分，並且不包括於聯營公司投資、遞

and available-for-sale investments.

延稅項資產及可供出售投資。

China Singyes Solar Technologies Holdings Limited Interim Report 2016

– F-16 –

NOTES TO INTERIM CONDENSED FINANCIAL INFORMATION 中期簡明財務資料附註 For the six months ended 30 June 2016 截至二零一六年六月三十日止六個月

3. OPERATING SEGMENT INFORMATION AND REVENUE (Continued)

3. 營運分部資料及收入（續）

Information about major customers

有關主要客戶的資料

Revenue from each of the major customers, which amounted to 10%

來自各主要客戶（佔總收入的 10% 或以

or more of the total revenue, is set out below:

上）的收入載列如下： For the six months ended 30 June 截至六月三十日止六個月

*

2016

2015

二零一六年

二零一五年

RMB’000

RMB’000

人民幣千元

人民幣千元

(Unaudited)

(Unaudited)

（未經審核）

（未經審核）

Customer A

客戶 A

359,857

439,450

Customer B

客戶 B

*

401,350

*

Less than 10%

– F-17 –

低於 10%

中國興業太陽能技術控股有限公司 二零一六年中期報告

45

NOTES TO INTERIM CONDENSED FINANCIAL INFORMATION 中期簡明財務資料附註 For the six months ended 30 June 2016 截至二零一六年六月三十日止六個月

4. 其他收入及收益

4. OTHER INCOME AND GAINS

其他收入及收益分析如下：

An analysis of other income and gains is as follows:

For the six months ended 30 June 截至六月三十日止六個月

Deferred income released to profit or loss (note 20): Over the expected useful lives of the related assets Receipt of government grants related to disposal of assets in previous years

Total deferred income released

可使用年限期間

人民幣千元 (Unaudited)

（未經審核）

（未經審核）

12,657

22,909

–

41,185

12,657

64,094

4,268

11,023

10,090

20,541

5,096

6,854

144,768

–

–

9,960

撥至損益的遞延收益總額

質保金利息收入 政府補助 *

Gain on disposal of items of property,

出售物業、廠房及設備 項目的收益 ** 結算衍生金融工具的收益 （附註 6）

Foreign exchange gains, net

外匯收益淨額

Others

其他

There were no unfulfilled conditions or contingencies relating to these

*

12,930

–

1,295

1,072

191,104

113,544

概無有關該等補助的未達成條件或或 然事項。

grants.

46

人民幣千元 (Unaudited)

有關的政府補助

Government grants*

**

RMB’000

已收與過往年度出售資產

Interest income on retention money

*

二零一五年

RMB’000

於相關資產的預期

銀行利息收入

financial instruments (note 6)

二零一六年

（附註 20）：

to profit or loss

Gains on settlement of derivative

2015

撥至損益的遞延收益

Bank interest income

plant and equipment**

2016

The gain on disposal of items of property, plant and equipment contained

**

遞延收益所載出售物業、廠房及設備

the deferred income released to profit or loss upon disposal of the related

項目的收益於出售相關資產後撥至損

assets amounted to approximately RMB247,395,000.

益約人民幣 247,395,000 元。

China Singyes Solar Technologies Holdings Limited Interim Report 2016

– F-18 –

NOTES TO INTERIM CONDENSED FINANCIAL INFORMATION 中期簡明財務資料附註 For the six months ended 30 June 2016 截至二零一六年六月三十日止六個月

5. 融資成本

5. FINANCE COSTS

融資成本分析如下：

An analysis of finance costs is as follows:

For the six months ended 30 June 截至六月三十日止六個月

Interest on overdrafts, bank and other loans Interest on discounted

2016

2015

二零一六年

二零一五年

RMB’000

RMB’000

人民幣千元

人民幣千元

Notes

(Unaudited)

(Unaudited)

附註

（未經審核）

（未經審核）

透支、銀行及 其他貸款的利息

75,920

54,763

7,745

12,157

貼現應收票據利息

bills receivable Interest on convertible bonds

可換股債券利息

18

60,018

48,805

Interest on senior notes

優先票據利息

19

35,320

32,120

Loss on settlement of derivative

結算衍生金融工具的 2,329

–

2,171

–

6,400

4,439

189,903

152,284

financial instruments Fair value loss on derivative financial instruments Others

虧損 衍生金融工具的 公平值虧損 其他

– F-19 –

中國興業太陽能技術控股有限公司 二零一六年中期報告

47

NOTES TO INTERIM CONDENSED FINANCIAL INFORMATION 中期簡明財務資料附註 For the six months ended 30 June 2016 截至二零一六年六月三十日止六個月

6. 除稅前溢利

6. PROFIT BEFORE TAX The Group’s profit before tax is arrived at after charging/(crediting):

本集團除稅前溢利乃經扣除╱（計入）以 下各項： For the six months ended 30 June 截至六月三十日止六個月 2016 二零一六年 RMB’000 人民幣千元 (Unaudited) （未經審核）

2015 二零一五年 RMB’000 人民幣千元 (Unaudited) （未經審核）

1,575,898 536,487 30,387

1,251,754 394,964 22,507

10

75,565

62,327

10 10

1,126 449

1,007 328

77,140

63,662

134,449 3,984 7,568

127,741 3,948 2,038

146,001

133,727

3,422 4,543 1,612 7,219

2,724 7,719 1,641 –

1,227

(161)

2,329

(9,960)

2,171

–

(144,768) (12,930)

– (325)

Notes 附註 Cost of construction contracts and design services Cost of inventories sold Cost of electricity sold

已售存貨成本 已售電力成本 折舊 預付土地租賃款項攤銷

Depreciation Amortisation of prepaid land lease payments Amortisation of intangible assets

無形資產攤銷

Total depreciation and amortisation

折舊及攤銷總額

Employee benefit expense (including directors’ and chief executive’s remuneration): Wages and salaries and relevant benefits Pension scheme contributions Equity-settled share option expense

僱員福利開支 （包括董事及 行政總裁薪酬）： 工資、薪金及相關福利

Minimum lease payments under operating leases Research costs Auditors’ remuneration Listing fees expensed of a subsidiary (Reversal of)/impairment loss on trade receivables Losses/(gains) on settlement of derivative financial instruments Fair value loss on derivative financial instruments Gains on disposal of items of property, plant and equipment Exchange gains, net

48

建築合同及設計服務成本

退休金計劃供款 股本結算之購股權開支

經營租賃下的最低 租賃付款 研發成本 核數師酬金 附屬公司上市費用開支 應收貿易款項 （撥回）╱減值虧損 結算衍生金融工具 的虧損╱（收益） 衍生金融工具的 公平值虧損 出售物業、廠房及 設備項目收益 匯兌收益淨額

China Singyes Solar Technologies Holdings Limited Interim Report 2016

– F-20 –

13

16

NOTES TO INTERIM CONDENSED FINANCIAL INFORMATION 中期簡明財務資料附註 For the six months ended 30 June 2016 截至二零一六年六月三十日止六個月

7. 所得稅

7. INCOME TAX The Group is subject to income tax on an entity basis on profits arising

本集團須就其成員公司所處及運營的各

in or derived from the respective countries or jurisdictions in which

自國家或司法權區所產生或賺取的溢

members of the Group are domiciled and operate.

利，按實體基準交納所得稅。

Pursuant to the rules and regulations of Bermuda, Samoa and the

根據百慕達、薩摩亞及英屬維爾京群島

British Virgin Islands, the Group is not subject to any income tax in

法律法規，本集團無須繳納百慕達、薩

Bermuda, Samoa and the British Virgin Islands.

摩亞及英屬維爾京群島的任何所得稅。

No provision for Hong Kong, Malaysia, Singapore and Nigeria profits tax

於本期間本集團並無於香港、馬來西

has been made as the Group had no assessable profits derived from or

亞、新加坡及尼日利亞產生或賺取任何

earned in Hong Kong, Malaysia, Singapore and Nigeria during the Period.

應 課 稅 溢 利， 故 並 無 就 香 港、 馬 來 西 亞、新加坡及尼日利亞利得稅計提撥 備。

Mainland China profits tax has been provided at the respective

中國大陸所得稅乃基於中國大陸附屬公

corporate income tax (“CIT”) rates applicable to the subsidiaries

司適用的有關企業所得稅（「企業所得

located in Mainland China as determined in accordance with the

稅」）稅率，按本期間中國之有關所得稅

relevant income tax rules and regulations of the PRC for the Period.

法規及規例作出撥備。

Macau profits tax has been provided at the applicable CIT rate of 12%

澳門利得稅根據本期間澳門所得稅規例

as determined in accordance with the Macau income tax rules for the

已按適用企業所得稅稅率 12% 撥備。

Period. The major components of income tax expense for the Period are as

本期間所得稅開支主要部分如下：

follows: For the six months ended 30 June 截至六月三十日止六個月

Current – Charge for the Period

2016

2015

二零一六年 RMB’000

二零一五年 RMB’000

人民幣千元

人民幣千元

(Unaudited)

(Unaudited)

（未經審核）

（未經審核）

當期 – 本期間開支

– Mainland China

– 中國大陸

– Macau

– 澳門

1,231

Deferred (note 21)

遞延（附註 21）

2,826

Total tax charge for the Period

本期間稅項支出總額

71,538

– F-21 –

75,595

63,070 – (2,488) 60,582

中國興業太陽能技術控股有限公司 二零一六年中期報告

49

NOTES TO INTERIM CONDENSED FINANCIAL INFORMATION 中期簡明財務資料附註 For the six months ended 30 June 2016 截至二零一六年六月三十日止六個月

8. 股息

8. DIVIDENDS No interim dividend was proposed by the directors of the Company in

本公司董事不建議派發本期間的中期股

respect of the Period (six months ended 30 June 2015: Nil).

息（截至二零一五年六月三十日止六個 月：無）。

The proposed final dividend of HK$0.03 per ordinary share for the year

截至二零一五年十二月三十一日止年度

ended 31 December 2015 amounted to RMB17,469,000 was declared

每股普通股 3 港仙的建議末期股息合計

and paid in July 2016.

人民幣 17,469,000 元已宣派，並於二零 一六年七月支付。

9. EARNINGS PER SHARE ATTRIBUTABLE TO ORDINARY EQUITY HOLDERS OF THE COMPANY The calculation of the basic earnings per share amount is based on

每股基本盈利金額乃根據本公司普通股

the profit for the Period attributable to ordinary equity holders of the

權益持有人應佔本期間溢利及本期間已

Company, and the weighted average number of ordinary shares of

發行普通股的加權平均數 695,060,996

695,060,996 (six months ended 30 June 2015: 696,141,035) in issue

股（截至二零一五年六月三十日止六個

during the Period.

月：696,141,035 股）計算。

The calculation of the diluted earnings per share amount is based on

每股攤薄盈利乃根據計算每股基本盈利

the profit for the Period attributable to ordinary equity holders of the

時採用的本公司普通股權益持有人應佔

Company as used in the basic earnings per share calculation, adjusted

本期間溢利計算，並作出調整，以反映

to reflect the interest on the convertible bonds and fair value gains on

可換股債券的利息及可換股債券轉換權

the conversion rights of the convertible bonds, where applicable (see

的公平值收益（如適用） （見下文） 。計算

below). The weighted average number of ordinary shares used in the

時採用的普通股加權平均數為於本期間

calculation is the weighted average number of ordinary shares in issue

發行的普通股加權平均數（用於計算每

during the Period, as used in the basic earnings per share calculation,

股基本盈利），以及假設於所有攤薄潛

and the weighted average number of ordinary shares assumed to have

在普通股被視為行使或轉換為普通股後

been issued at no consideration on the deemed exercise of all dilutive

無償發行的普通股加權平均數。

potential ordinary shares into ordinary shares.

50

9. 本公司普通股權益持有人應 佔每股盈利

China Singyes Solar Technologies Holdings Limited Interim Report 2016

– F-22 –

NOTES TO INTERIM CONDENSED FINANCIAL INFORMATION 中期簡明財務資料附註 For the six months ended 30 June 2016 截至二零一六年六月三十日止六個月

9. EARNINGS PER SHARE ATTRIBUTABLE TO ORDINARY EQUITY HOLDERS OF THE COMPANY (Continued) The calculations of basic and diluted earnings per share are based on:

9. 本公司普通股權益持有人應 佔每股盈利（續） 計算每股基本及攤薄盈利乃根據： For the six months ended 30 June 截至六月三十日止六個月

Earnings

盈利

Profit attributable to ordinary equity

計算每股基本盈利的

holders of the Company used

本公司普通股權益持有人

in the basic earnings

應佔溢利

per share calculation Interest on convertible bonds

conversion rights of the

2015

二零一六年

二零一五年

RMB’000

RMB’000

人民幣千元

人民幣千元

(Unaudited)

(Unaudited)

（未經審核）

（未經審核）

315,698

223,175

60,018

48,805

(43,313)

(1,575)

可換股債券利息（附註 18）

(note 18) Less: fair value gains on the

2016

減：可換股債券轉換權的 公平值收益（附註 18）

convertible bonds (note 18)

Profit attributable to ordinary equity

扣除可換股債券利息及

holders of the Company before

可換股債券轉換權

interest on convertible bonds and

的公平值收益前本公司

fair value gains on the conversion

普通股權益持有人應佔溢利

rights of the convertible bonds

332,403

– F-23 –

270,405

中國興業太陽能技術控股有限公司 二零一六年中期報告

51

NOTES TO INTERIM CONDENSED FINANCIAL INFORMATION 中期簡明財務資料附註 For the six months ended 30 June 2016 截至二零一六年六月三十日止六個月

9. EARNINGS PER SHARE ATTRIBUTABLE TO ORDINARY EQUITY HOLDERS OF THE COMPANY (Continued)

9. 本公司普通股權益持有人應 佔每股盈利（續） Number of shares

股份數目 For the six months ended 30 June 截至六月三十日止六個月

Shares

2016

2015

二零一六年

二零一五年

695,060,996

696,141,035

股份

Weighted average number of ordinary 計算每股基本盈利的 shares in issue during the Period

期內已發行普通股的

used in the basic earnings per

加權平均數

share calculation Effect of dilution – weighted average number of ordinary shares:

52

攤薄影響 – 普通股 加權平均數：

Share options

購股權

Convertible bonds

可換股債券

1,346,626

13,241,362

72,338,025

72,070,061

768,745,647

781,452,458

The weighted average number of ordinary shares for the purpose of

截至二零一六年六月三十日止六個月計

diluted earnings per share for the six months ended 30 June 2016

算每股攤薄盈利的普通股加權平均數因

has been adjusted for the effect of the rights issue announced in June

於二零一六年六月宣佈及於二零一六年

2016 and completed on 11 July 2016.

七月十一日完成之供股所影響而調整。

China Singyes Solar Technologies Holdings Limited Interim Report 2016

– F-24 –

NOTES TO INTERIM CONDENSED FINANCIAL INFORMATION 中期簡明財務資料附註 For the six months ended 30 June 2016 截至二零一六年六月三十日止六個月

10. PROPERTY, PLANT AND EQUIPMENT, PREPAID LAND LEASE PAYMENTS AND INTANGIBLE ASSETS

10. 物業、廠房及設備、預付土 地租賃款項及無形資產

Movements in property, plant and equipment, prepaid land lease

於本期間，物業、廠房及設備、預付土

payments and intangible assets during the Period are as follows:

地租賃款項及無形資產變動如下： Property,

Prepaid

plant and

land lease

Intangible

equipment

payments

assets

物業、 廠房及設備

Carrying amount at 1 January 2015 Additions

添置

Depreciation/amortisation

本期間折舊╱攤銷

RMB’000

RMB’000

人民幣千元

人民幣千元

(Unaudited)

(Unaudited)

(Unaudited)

附註

（未經審核）

（未經審核）

（未經審核）

charged for the Period

6

Exchange realignment

匯兌調整

Carrying amount

賬面值

at 1 January 2016

RMB’000 人民幣千元 Notes

於二零一五年一月一日 收購一間附屬公司

Carrying amount

無形資產

賬面值

Acquisition of a subsidiary

at 30 June 2015

預付 土地租賃款項

於二零一五年六月三十日

3,455,071

97,513

1,594

451

–

–

309,668

876

145

(62,327)

(1,007)

(328)

52

–

–

3,702,915

97,382

1,411

賬面值 於二零一六年一月一日

3,835,238

96,136

3,486

Additions

添置

392,826

–

321

Disposal

出售

(273,569)

–

–

Depreciation/amortisation

本期間折舊╱攤銷 (75,565)

(1,126)

(449)

497

–

4

3,879,427

95,010

3,362

charged for the Period

6

Exchange realignment

匯兌調整

Carrying amount

賬面值

at 30 June 2016

於二零一六年六月三十日

– F-25 –

中國興業太陽能技術控股有限公司 二零一六年中期報告

53

NOTES TO INTERIM CONDENSED FINANCIAL INFORMATION 中期簡明財務資料附註 For the six months ended 30 June 2016 截至二零一六年六月三十日止六個月

10. PROPERTY, PLANT AND EQUIPMENT, PREPAID LAND LEASE PAYMENTS AND INTANGIBLE ASSETS (Continued)

附註：

Notes: (a)

10. 物業、廠房及設備、預付土 地租賃款項及無形資產（續）

As at 30 June 2016, certain of the Group’s buildings with a net carrying

(a)

於二零一六年六月三十日，本集團賬 面淨值約為人民幣 307,817,000 元（二

amount of approximately RMB307,817,000 (31 December 2015: RMB310,073,000) were pledged to secure bank and other loans granted

零 一 五 年 十 二 月 三 十 一 日： 人 民 幣

to the Group (note 17).

310,073,000 元）之若干樓宇已抵押作 為授予本集團的銀行及其他貸款之擔 保（附註 17）。

(b)

As at 30 June 2016, certain of the Group’s photovoltaic power stations

(b)

於二零一六年六月三十日，本集團賬

with a net carrying amount of approximately RMB1,467,624,000 (31

面 淨 值 約 為 人 民 幣 1,467,624,000 元

December 2015: RMB1,150,558,000) were pledged to secure bank and

（二零一五年十二月三十一日：人民幣 1,150,558,000 元）之若干光伏電站已

other loans granted to the Group (note 17).

抵押作為授予本集團的銀行及其他貸 款之擔保（附註 17）。 (c)

As at 30 June 2016, certain of the Group’s prepaid land lease payments

(c)

於二零一六年六月三十日，本集團賬

with a net carrying amount of approximately RMB88,575,000 (31

面淨值約為人民幣 88,575,000 元（二

December 2015: RMB89,569,000) were pledged to secure bank loans

零 一 五 年 十 二 月 三 十 一 日： 人 民 幣

granted to the Group (note 17).

89,569,000 元）之若干預付土地租賃 款項已抵押作為授予本集團的銀行貸 款之擔保（附註 17）。

(d)

At 30 June 2016, the application for the property ownership certificates

(d)

於 二 零 一 六 年 六 月 三 十 日， 賬 面 淨 值 約 為 人 民 幣 452,683,000 元（ 二

of certain buildings with a net carrying amount of approximately RMB452,683,000 (31 December 2015: RMB448,842,000) was in

零 一 五 年 十 二 月 三 十 一 日： 人 民 幣

progress. Those buildings can only be sold, transferred or mortgaged

448,842,000 元）之若干樓宇之物業產

when their relevant ownership certificates have been obtained.

權證書正在申請過程當中。該等樓宇 僅於取得其相關的產權證書時方可出 售、轉讓或按揭。

(e)

As at 30 June 2016, the rights on the annual return generated from

(e)

於 二 零 一 六 年 六 月 三 十 日， 若 干 光 伏電站產生的賬面淨值約人民幣

certain photovoltaic power station with a net carrying amount of approximately RMB30,552,000 (31 December 2015: RMB31,200,000)

30,552,000 元（ 二 零 一 五 年 十 二 月

were assigned to an independent third party for twenty years for a loan

三十一日：人民幣 31,200,000 元）之

obtained by the Group (note 17).

年度回報權利已就本集團取得之年期 為二十年的貸款轉讓予獨立第三方（附 註 17)。

(f)

As at 30 June 2016, certain of the Group’s buildings were pledged as

(f)

於二零一六年六月三十日，本集團若

collateral for the Group’s bank loan with a principal of RMB15,000,000.

干樓宇乃抵押作為本集團本金額人民

Such bank loan was repaid by the Group in August 2015 and the Group

幣 15,000,000 元銀行貸款之抵押品。

is still in the customary procedure to discharge the buildings mortgage.

該等銀行貸款乃由本公司於二零一五 年八月償還及本集團仍按慣例程序免 除樓宇抵押。

54

China Singyes Solar Technologies Holdings Limited Interim Report 2016

– F-26 –

NOTES TO INTERIM CONDENSED FINANCIAL INFORMATION 中期簡明財務資料附註 For the six months ended 30 June 2016 截至二零一六年六月三十日止六個月

11. 可供出售投資

11. AVAILABLE-FOR-SALE INVESTMENTS

30 June

31 December

2016

2015

二零一六年

二零一五年

六月三十日

十二月三十一日

Notes

RMB’000

RMB’000

附註

人民幣千元

人民幣千元

(Unaudited) （未經審核） Unlisted equity investments, at cost:

非上市股本投資，按成本：

Weihai China Glass Solar Co., Ltd.

威海中玻光電有限公司

Jiuhua New Energy Management

九華新能源管理有限公司

(a)

Co., Ltd. Shanxi Singyes Solar Technology Co., Ltd. Zhuhai Xinye Green Energy Technology Co., Ltd. Others

Debt investments, at fair value:

12,869

12,614

380

380

7,600

7,600

9,500

9,500

5

5

30,354

30,099

陝西興業太陽能科技 有限公司 珠海興業綠色建築科技 有限公司 其他

債權投資，按公平值：

Life insurance contracts

人壽保險合約

(b)

21,322

20,901

Asset management plans

資產管理計劃

(c)

22,643

–

43,965

20,901

74,319

51,000

– F-27 –

中國興業太陽能技術控股有限公司 二零一六年中期報告

55

NOTES TO INTERIM CONDENSED FINANCIAL INFORMATION 中期簡明財務資料附註 For the six months ended 30 June 2016 截至二零一六年六月三十日止六個月

11. AVAILABLE-FOR-SALE INVESTMENTS (Continued)

附註：

Notes: (a)

(b)

11. 可供出售投資（續）

As at 30 June 2016, the equity investments listed above were stated at

(a)

於二零一六年六月三十日，上列股本

cost as the Group has no significant influence or control over the entities.

投資乃按成本列賬，因本集團對實體

The unlisted equity investments represent the Group’s investments in

並無重大影響或控制權。非上市股本

enterprises domiciled in Mainland China. They are stated at cost less

投資指本集團於中國內地企業的投

impairment because the range of reasonable fair value estimates is so

資。有關投資按成本減去減值列賬，

significant that the directors are of the opinion that their fair value cannot

理由是合理公平值估計之範圍重大，

be measured reliably. The Group does not intend to dispose of them in

董事認為，其公平值無法可靠估量。

the near future.

本集團無意於近期出售有關投資。

The life insurance contracts at fair value at 30 June 2016 represented

(b)

於二零一六年六月三十日按公平值列

the cash surrender value (“CSV”) of the two life insurance contracts

賬人壽保險合約指本公司與一間國際

(“Insurance Contracts”) entered into between the Company and an

保險公司於二零一五年七月訂立兩項

international insurance company in July 2015. The Company is the policyholder and beneficiary of the Insurance Contracts.

人壽保險合約（「保險合約」）的解約金 （「解約金」）。本公司為保險合約的投 保人及受益人。

The salient terms of the Insurance Contracts are disclosed as follows:

Life insured

人壽保險

Sum insured (US$’000)

保險金額（千美元）

Premium mode

保險費交付方式

Single premium (US$’000)

單期保費（千美元）

Effective date

生效日期

保險合約的主要條款披露如下： Contract 1

Contract 2

合約 1

合約 2

Liu Hongwei*

Key management

劉紅維 *

主要管理層

10,000

5,000

Single premium

Single premium

單期保費

單期保費

3,077

946

20 August 2015

14 August 2015

二零一五年

二零一五年

八月二十日

八月十四日

In accordance with the Insurance Contracts, upon giving a written

根據保險合約，於任何時候發出書面

notice, at anytime, the Company has a right to surrender the Insurance

通知，本公司有權退保及按保險公司

Contracts and receive a CSV for each insurance contract as quoted by

承保金額就各份保險合約收取解約金。

the insurance company. *

Mr. Liu Hongwei is the chairman and chief executive officer of the

56

China Singyes Solar Technologies Holdings Limited Interim Report 2016

*

劉紅維先生為本公司主席兼行 政總裁。

Company.

– F-28 –

NOTES TO INTERIM CONDENSED FINANCIAL INFORMATION 中期簡明財務資料附註 For the six months ended 30 June 2016 截至二零一六年六月三十日止六個月

11. AVAILABLE-FOR-SALE INVESTMENTS (Continued)

11. 可供出售投資（續）

Notes: (Continued)

附註：（續）

(b)

(b)

(Continued)

（續）

Total single premium sum of approximately US$4,023,000 (equivalent

單期保費總金額約 4,023,000 美元（相

to approximately RMB26,129,000) has been fully paid by the Company

當於約人民幣 26,129,000 元）已由本

at the inception of each of the Insurance Contracts. During the Period,

公司按各份保險合約起期悉數支付。

no further loss in respect of the Insurance Contracts recognised in other

於本期間內，概無就保險合約於其他

comprehensive income (31 December 2015: RMB5,228,000) as the

全面收益表確認進一步虧損（二零一五

difference between the CSV at 31 December 2015 and at 31 December

年十二月三十一日：人民幣 5,228,000

2016 is estimated to be zero.

元），即二零一五年十二月三十一日與 二零一六年十二月三十一日解約金之 差額估計為零。

As at 30 June 2016, the Insurance Contracts were pledged to secure

於二零一六年六月三十日，保險合約

bank loans granted to the Group (note 17).

已抵押作為授予本集團之銀行貸款之 擔保（附註 17）。

(c)

The asset management plans at fair value at 30 June 2016 represented

(c)

於二零一六年六月三十日按公平值列

the consideration paid by Hunan Singyes Green Energy Co., Ltd., a

賬資產管理計劃指本集團附屬公司湖

subsidiary within the Group, to acquire specific asset management plans

南興業綠色能源股份有限公司已付代

issued by GF XINDE Investment Management Co., Ltd. (“ 廣發信德智勝

價，以收購廣發信德智勝投資管理有

投資管理有限公司 ”).

限公司發行之特定資產管理計劃。

The specific asset management plan is used to provide loans for

特定資產管理計劃用於為建造惠州市

the construction of a 100 MW photovoltaic power station of Huizhou

永景新能源科技有限公司之 100 兆瓦

Yongjing Renewable Energy Technology Co., Ltd. with the interest rate

光伏電站提供貸款，並無保證利率。

being non-guaranteed. The investment principal is RMB22,643,000

投資本金為人民幣 22,643,000 元，估

with an estimated annual target return rate of 11%, which will be due

計每年目標回報率為 11％，自支付代

in 24 months since the payment of consideration. The fair value of the

價起計 24 個月到期。特定資產管理計

specific asset management plan has been calculated by discounting the

劃之公平值通過將合約現金流量按無

contractual cash flows over the remaining contractual term of the specific

風險利率加信貸息差於特定資產管理

asset management plan at the risk free interest rate plus credit spread.

計劃之剩餘合約期限內折現計算。於

As at 30 June 2016, the fair value of the specific asset management plan

二零一六年六月三十日，特定資產管

approximated to their costs.

理計劃之公平值與其成本相若。

– F-29 –

中國興業太陽能技術控股有限公司 二零一六年中期報告

57

NOTES TO INTERIM CONDENSED FINANCIAL INFORMATION 中期簡明財務資料附註 For the six months ended 30 June 2016 截至二零一六年六月三十日止六個月

12. 建築合同

12. CONSTRUCTION CONTRACTS

30 June

31 December

2016

2015

二零一六年

二零一五年

六月三十日

十二月三十一日

RMB’000

RMB’000

人民幣千元

人民幣千元

(Unaudited) （未經審核） Contract costs incurred plus recognised 所致合同成本加上已確認溢利 profits less recognised losses to date Less: progress billings

Gross amount due from contract

減迄今已確認虧損 減：按進度結算款項

3,368,845 (2,441,347)

607,781

927,498

607,781

937,546

應收合同客戶的款項總額

customers Gross amount due to contract

3,796,835 (3,189,054)

應付合同客戶的款項總額 –

customers

607,781

(10,048)

927,498

13. 應收貿易款項及應收票據

13. TRADE AND BILLS RECEIVABLES

30 June

31 December

2016

2015

二零一六年

二零一五年

六月三十日

十二月三十一日

RMB’000

RMB’000

人民幣千元

人民幣千元

(Unaudited) （未經審核） Trade and bills receivables

應收貿易款項及應收票據

Less: impairment

減：減值

3,015,115 (28,654)

2,986,461

58

China Singyes Solar Technologies Holdings Limited Interim Report 2016

– F-30 –

2,319,622 (27,427)

2,292,195

NOTES TO INTERIM CONDENSED FINANCIAL INFORMATION 中期簡明財務資料附註 For the six months ended 30 June 2016 截至二零一六年六月三十日止六個月

13. TRADE AND BILLS RECEIVABLES (Continued)

13. 應收貿易款項及應收票據 （續）

As at 30 June 2016, trade receivables contained retention

於二零一六年六月三十日，應收貿易款

money receivables of RMB326,858,000 (31 December 2015:

項包括應收質保金人民幣 326,858,000

RMB273,088,000). Retention money receivables are normally

元（二零一五年十二月三十一日：人民

collected within one to five years after the completion of the relevant

幣 273,088,000 元）。應收質保金一般於

construction works.

相關建築工程完成後一至五年內收取。

Credit terms granted to the Group’s major customers are as follows:

授予本集團主要客戶的信貸期如下：

Construction contracts

建築合同

The majority of the Group’s revenues are generated from construction

本集團的大部分收入來自建築合同，並

contracts and are settled in accordance with the terms specified in

按照監管相關建築工程的合同中指定的

the contracts governing the relevant construction works. The Group

條款結算。本集團並無授予其建築工程

does not have a standardised and universal credit period granted to

客戶標準及統一的信貸期。個別建築工

its construction contract customers. The credit period of individual

程客戶的信貸期視項目而定，並列明於

construction contract customers is considered on a case-by-case basis

建築合同中（如適當）。倘一份項目合約

and set out in the construction contracts, as appropriate. In the event

未訂明信貸期，則本集團的慣例為允許

that a project contract does not specify the credit period, the usual

介乎 30 日至 180 日的信貸期。

practice of the Group is to allow a credit period of 30 to 180 days.

Sale of materials

材料銷售

For the sale of materials, the Group normally grants a credit period

就材料銷售而言，本集團一般授予主要

ranging from three to six months to major customers. Trade receivables

客戶介乎三至六個月的信貸期。來自小

from small and new customers are normally expected to be settled

型及新增客戶的應收貿易款項通常預期

shortly after the provision of services or delivery of goods. No credit

在緊隨提供服務或交付貨品之後立即結

period is set by the Group for small and new customers.

算。本集團未就小型及新增客戶設定信 貸期。

Sale of electricity

電力銷售

The Group’s trade receivables from the sale of electricity are mainly

本集團來自電力銷售的應收貿易款項主

receivables from the State Grid Corporation of China (“State Grid”).

要為應收自國家電網公司（「國家電網」）

Generally, trade receivables are usually settled within one month from

款項。一般而言，應收貿易款項一般自

the date of billing.

結算日期起計一個月內到期。

The Group does not hold any collateral or other credit enhancements

本集團並無就應收貿易款項結餘持有任

over its trade receivable balances. Trade receivables are non-interest-

何抵押品或其他信貸加強措施。應收貿

bearing.

易款項為免息。

– F-31 –

中國興業太陽能技術控股有限公司 二零一六年中期報告

59

NOTES TO INTERIM CONDENSED FINANCIAL INFORMATION 中期簡明財務資料附註 For the six months ended 30 June 2016 截至二零一六年六月三十日止六個月

13. TRADE AND BILLS RECEIVABLES (Continued)

13. 應收貿易款項及應收票據 （續）

An aged analysis of the trade and bills receivables as at the end of the

於報告期末，按賬單日期及扣除減值計

reporting period, based on the billing date and net of impairment, is as

算的應收貿易款項及應收票據賬齡分析

follows:

如下： 30 June

31 December

2016

2015

二零一六年

二零一五年

六月三十日

十二月三十一日

RMB’000

RMB’000

人民幣千元

人民幣千元

(Unaudited) （未經審核）

60

Within 3 months

三個月內

3 to 6 months

三至六個月

1,394,519

860,566

642,435

435,525

6 to 12 months

六至十二個月

438,372

629,739

1 to 2 years

一至兩年

480,871

318,022

2 to 3 years

兩至三年

24,107

42,097

Over 3 years

三年以上

6,157

6,246

2,986,461

2,292,195

China Singyes Solar Technologies Holdings Limited Interim Report 2016

– F-32 –

NOTES TO INTERIM CONDENSED FINANCIAL INFORMATION 中期簡明財務資料附註 For the six months ended 30 June 2016 截至二零一六年六月三十日止六個月

13. TRADE AND BILLS RECEIVABLES (Continued)

The movements in provision for impairment of trade receivables are as

13. 應收貿易款項及應收票據 （續） 應收貿易款項減值撥備之變動如下：

follows: 30 June

31 December

2016

2015

二零一六年

二零一五年

六月三十日

十二月三十一日

RMB’000

RMB’000

人民幣千元

人民幣千元

(Unaudited) （未經審核） At 1 January

於一月一日

Impairment losses recognised (note 6) 已確認減值虧損（附註 6） Amount written-off as uncollectible

不可收回被註銷金額

27,427

2,833

1,227

26,771

–

28,654

(2,177)

27,427

The individually impaired trade receivables relate to customers that

個別減值的應收貿易款項乃與有財務困

were in financial difficulties or were in default interest or principal

難或拖欠利息或本金付款或兩者兼具的

payment or both and only a portion of the receivables is expected to

客戶有關，且預期僅可收回部份該等應

be recovered. The Group does not hold any collateral or other credit

收貿易款項。本集團並無就該等結餘持

enhancements over these balances.

有任何抵押品或其他信貸加強措施。

– F-33 –

中國興業太陽能技術控股有限公司 二零一六年中期報告

61

NOTES TO INTERIM CONDENSED FINANCIAL INFORMATION 中期簡明財務資料附註 For the six months ended 30 June 2016 截至二零一六年六月三十日止六個月

13. TRADE AND BILLS RECEIVABLES (Continued)

13. 應收貿易款項及應收票據 （續）

An aged analysis of the Group’s trade and bills receivables that are not

本集團未視為減值的應收貿易款項及應

considered to be impaired is as follows:

收票據賬齡分析如下： 30 June

31 December

2016

2015

二零一六年

二零一五年

六月三十日 RMB’000

十二月三十一日 RMB’000

人民幣千元

人民幣千元

(Unaudited) （未經審核） Neither past due nor impaired

未逾期亦未減值

Past due but not impaired:

已逾期但未減值：

2,149,346

1,554,853

逾期不足六個月

519,535

592,732

6 to 12 months past due

逾期六至十二個月

224,011

136,599

Over 12 months past due

逾期十二個月以上

93,569

8,011

2,986,461

2,292,195

Less than 6 months past due

Receivables that were neither past due nor impaired relate to a large

未逾期亦未減值的應收款項乃與大量近

number of diversified customers for whom there was no recent history

期並無違約記錄的各行業客戶有關。

of default. Receivables that were past due but not impaired relate to a number

已逾期但未減值的應收款項乃與多名獨

of independent customers. The directors of the Company are of the

立客戶有關。由於信貸質素並無重大變

opinion that no further provision for impairment is necessary in respect

化，且有關結餘仍被視為可全數收回，

of these balances as there has not been a significant change in credit

本公司董事認為毋須就該等結餘作出進

quality and the balances are still considered fully recoverable. The

一步減值撥備。本集團並無就該等結餘

Group does not hold any collateral or other credit enhancements over

持有任何抵押品或其他信貸加強措施。

these balances. Included in the Group’s trade receivables are amounts due from

列入本集團應收貿易款項為應收本集

the Group’s associate of RMB143,792,000 (31 December 2015:

團聯營公司款項人民幣 143,792,000 元

RMB63,629,000), which are repayable on credit terms similar to those

（二零一五年十二月三十一日：人民幣 63,629,000 元），此為類似提供予本集

offered to the major customers of the Group.

團主要客戶信貸條款之應付款項。 The Group has pledged trade receivables of approximately

本 集 團 已 抵 押 約 人 民 幣 2,364,000 元

RMB2,364,000 (31 December 2015: RMB597,000) to secure bank

（二零一五年十二月三十一日：人民幣 597,000 元）的應收貿易款項作為授予本

loans granted to the Group (note 17).

集團銀行貸款之擔保（附註 17）。

62

China Singyes Solar Technologies Holdings Limited Interim Report 2016

– F-34 –

NOTES TO INTERIM CONDENSED FINANCIAL INFORMATION 中期簡明財務資料附註 For the six months ended 30 June 2016 截至二零一六年六月三十日止六個月

14. PREPAYMENTS, DEPOSITS AND OTHER RECEIVABLES

14. 預付款項、訂金及其他應收 款項 30 June

31 December

2016

2015

二零一六年

二零一五年

六月三十日

十二月三十一日

RMB’000

RMB’000

人民幣千元

人民幣千元

(Unaudited) （未經審核） Prepayments to subcontractors

預付分包商及供應商款項 228,034

and suppliers Deposits

訂金

Tariff adjustment receivables*

應收電價補貼 *

Deferred listing fees of a subsidiary

附屬公司遞延上市費用

Other receivables

其他應收款項

Less: impairment

減：減值

59,857

65,731

133,834

99,355

2,076

–

401,339

325,885

825,140

656,968

(4,578)

820,562 Included in the Group’s prepayments, deposits and other receivables

165,997

(4,578)

652,390

列入本集團預付款項、訂金及其他應

are amounts due from the Group’s associates of RMB68,622,000 (31

收款項為應收本集團聯營公司款項人

December 2015: RMB6,210,000).

民幣 68,622,000 元（二零一五年十二月 三十一日：人民幣 6,210,000 元）。

The Group has pledged tariff adjustment receivables of approximately

本 集 團 已 抵 押 約 人 民 幣 118,389,000

RMB118,389,000 (31 December 2015: RMB89,396,000) to secure

元（二零一五年十二月三十一日：人民

bank loans granted to the Group (note 17).

幣 89,396,000 元）的電價補貼應收款項 作為授予本集團銀行貸款之擔保（附註 17）。

*

The Group’s tariff adjustment receivables from the sale of electricity are

*

本集團來自電力銷售的應收電價補貼

mainly receivables from the State Grid. Tariff adjustment receivables

主要為自國家電網的應收款項。應收

represented the government subsidies on renewable energy for ground

電價補貼指根據現行政府政策將向國

projects to be received from the State Grid based on the existing

家電網收取之可再生能源地面項目政

government policies.

府補貼。

– F-35 –

中國興業太陽能技術控股有限公司 二零一六年中期報告

63

NOTES TO INTERIM CONDENSED FINANCIAL INFORMATION 中期簡明財務資料附註 For the six months ended 30 June 2016 截至二零一六年六月三十日止六個月

15. 應付貿易款項及應付票據

15. TRADE AND BILLS PAYABLES An aged analysis of the trade and bills payables as at the end of the

於報告期末，按照發票日期或發行日期

reporting period, based on the invoice date or issuance date, where

（視乎情況而定）計算的應付貿易款項及 應付票據的賬齡分析如下：

appropriate, is as follows:

30 June

31 December

2016

2015

二零一六年

二零一五年

六月三十日

十二月三十一日

RMB’000

RMB’000

人民幣千元

人民幣千元

(Unaudited) （未經審核） Within 3 months

三個月內

850,948

365,420

3 to 6 months

三至六個月

532,267

411,341

6 to 12 months

六至十二個月

112,574

88,685

1 to 2 years

一至兩年

16,398

21,114

2 to 3 years

兩至三年

12,934

3,974

Over 3 years

三年以上

12,175

12,969

1,537,296

903,503

The trade and bills payables are non-interest-bearing and are normally

該等應付貿易款項及應付票據為免息並

settled within one to six months.

通常於一至六個月內結算。

As at 30 June 2016, the Group’s bills payable were secured by the

於二零一六年六月三十日，本集團應付

pledged deposits amounted to RMB447,486,000 (31 December 2015:

票據以抵押存款人民幣 447,486,000 元 （二零一五年十二月三十一日：人民幣

RMB356,055,000).

356,055,000 元）擔保。

64

China Singyes Solar Technologies Holdings Limited Interim Report 2016

– F-36 –

NOTES TO INTERIM CONDENSED FINANCIAL INFORMATION 中期簡明財務資料附註 For the six months ended 30 June 2016 截至二零一六年六月三十日止六個月

16. 衍生金融工具

16. DERIVATIVE FINANCIAL INSTRUMENTS

30 June 2016 二零一六年 六月三十日 RMB’000 人民幣千元 (Unaudited) （未經審核）

Notes 附註 Cross-currency interest rate swaps at fair value (note 5) Interest rate swap

按公平值交叉貨幣利率掉期 （附註 5） 利率掉期

a) b)

31 December 2015 二零一五年 十二月三十一日 RMB’000 人民幣千元

2,171 –

– –

2,171

–

Derivative financial instruments represent fair value losses on cross-currency

於二零一六年六月三十日，衍生金融工具指

interest rate swap contracts as at 30 June 2016.

交叉貨幣利率掉期合約的公平值虧損。

a)

a)

The Group uses cross-currency interest rate swaps to manage its

本集團利用交叉貨幣利率掉期管理其

currency and interest risks. On 28 January 2016, the Group entered into

貨幣及利率風險。於二零一六年一月

cross-currency interest rate swap contracts with the bank, covering a

二十八日，本集團與銀行訂立交叉貨

period from 19 February 2016 to 13 August 2018. The cross-currency

幣利率掉期合約，合約期為二零一六

interest rate swap contracts entitle the Group to receive interest at

年二月十九日至二零一八年八月十三

floating rates on an aggregate notional principal of US$50 million

日。 根 據 交 叉 貨 幣 利 率 掉 期 合 約，

and to pay interest at fixed rates on an aggregate notional principal of

本集團有權按浮動利率就名義本金

RMB330 million simultaneously. The Group agreed with the bank to

總 額 50,000,000 美 元 收 取 利 息， 同

swap the interest difference between fixed rate and floating rate, as well

時按固定利率就名義本金額人民幣

as the currency difference between US$ and RMB, respectively, on the

330,000,000 元 支 付 利 息。 就 該 視 作

respective deemed notional principal amounts on a three-month basis.

名義本金額按三個月基準計算，本集 團與銀行協定交換固定利率與按浮動 利率的利息差額，以及美元與人民幣 的貨幣差額。

b)

The Group uses interest rate swaps to manage its interest rate risk.

b)

本集團利用利率掉期管理其利率風

On 30 June 2015, the Group entered into interest rate swap contracts

險。於二零一五年六月三十日，本集

with the bank, covering periods from 30 June 2015 to 29 June 2018.

團與銀行訂立利率掉期合約，合約期

The interest rate swap contracts entitle the Group to receive interest at

為二零一五年六月三十日至二零一八

floating rate on an aggregate notional principal of US$5 million (equivalent

年 六 月 二 十 九 日。 根 據 利 率 掉 期 合

to approximately RMB33 million) and to pay interest at fixed rates on

約，本集團有權按浮動利率就名義本

the same notional principal amount simultaneously. The Group agreed

金總額為 5,000,000 美元（相當於約人

with the bank to swap the interest difference between fixed rate and

民幣 33,000,000 元）收取利息，同時

floating rate, on the deemed notional principal amounts on a three-month

按固定利率就該同一名義本金額支付

basis. As at 30 June 2016, the fair value of the interest rate swaps was

利息。就該視作名義本金額按三個月

estimated to be zero.

基準計算，本集團與銀行協定交換固 定利率與按浮動利率的利息差額。於 二零一六年六月三十日，利率掉期的 公平值估計為零。

– F-37 –

中國興業太陽能技術控股有限公司 二零一六年中期報告

65

NOTES TO INTERIM CONDENSED FINANCIAL INFORMATION 中期簡明財務資料附註 For the six months ended 30 June 2016 截至二零一六年六月三十日止六個月

17. INTEREST-BEARING BANK AND OTHER LOANS

17. 附息銀行及其他貸款

30 June 2016 二年一六年六月三十日 Effective interest rate (%) Maturity RMB’000 實際利率(%) 到期 人民幣千元 Current Revolving loans – secured

– Unsecured

Bank loans – secured

Bank loans – unsecured

流動 循環貸款 – 有抵押

– 無抵押

Hong Kong Interbank Offered Rate (“HIBOR”) +3~3.5 香港銀行 同業拆息 +3~3.5

On demand 按要求

29,143

On demand 按要求

3,312

–

–

–

LIBOR +1.5~3.75 倫敦銀行 同業拆息 +1.5~3.75 HIBOR +0.95~4 香港銀行 同業拆息 +0.95~4 4.35~6.9

2016-2017

116,726

2016-2017

43,790

2016-2017

761,000

–

–

–

–

–

London Interbank Offered Rate (“LIBOR”) +3.25 倫敦銀行 同業拆息 +3.25

銀行貸款 – 有抵押

銀行貸款 – 無抵押

HIBOR +3~3.5 香港銀行 同業拆息 +3~3.5

On demand 按要求

28,051

LIBOR+3.25 倫敦銀行 同業拆息 +3.25

On demand 按要求

3,246

LIBOR+3.4 倫敦銀行 同業拆息 +3.4 LIBOR+3.75 倫敦銀行 同業拆息 +3.75

On demand 按要求

18,046

2016

12,697

2016

30,352

2016

824,700

HIBOR +0.95~4 香港銀行 同業拆息 +0.95~4 4.30~7.84

2016

5,309

–

LIBOR+2.75 倫敦銀行 同業拆息 +2.75 5.35

2016

50,000

Other loans – secured – secured (a) – secured(b) – secured(c)

其他貸款 – 有抵押 – 有抵押 (a) – 有抵押 (b) – 有抵押 (c)

3.92 9.41 9.55 5.5

2016 2016-2017 2016-2017 2017

15,000 31,327 23,192 40,000

5.04 9.41 – –

2016 2016 – –

30,000 36,770 – –

Other loans – unsecured(d)

其他貸款 – 無抵押 (d)

9.07

2016-2017

383

9.07

2016

1,606

1,063,873

66

31 December 2015 二零一五年十二月三十一日 Effective interest rate (%) Maturity RMB’000 實際利率(%) 到期 人民幣千元

China Singyes Solar Technologies Holdings Limited Interim Report 2016

– F-38 –

1,040,777

NOTES TO INTERIM CONDENSED FINANCIAL INFORMATION 中期簡明財務資料附註 For the six months ended 30 June 2016 截至二零一六年六月三十日止六個月

17. INTEREST-BEARING BANK AND OTHER LOANS (Continued)

17. 附息銀行及其他貸款（續）

30 June 2016 二年一六年六月三十日 Effective interest rate (%) 實際利率(%) Non-current Bank loans – secured

非流動 銀行貸款 – 有抵押

LIBOR+1.5~3.75 倫敦銀行 同業拆息 +1.5~3.75 HIBOR+0.95~4 香港銀行 同業拆息 +0.95~4 5.15~5.88

31 December 2015 二零一五年十二月三十一日

Maturity 到期

RMB’000 人民幣千元

2017-2022

640,020

2017-2020

282,848

2017-2019

498,232

Effective interest rate (%) 實際利率(%)

HIBOR+0.95 香港銀行 同業拆息 +0.95 HIBOR+3~4 香港銀行 同業拆息 +3~4 5.15~6.67 LIBOR+ 3.4~3.75 倫敦銀行 同業拆息 +3.4~3.75

Maturity 到期

RMB’000 人民幣千元

2017-2020

3,433

2017-2018

211,199

2017-2029

519,148

2017-2018

713,993

Other loans – secured – secured(a) – secured(b)

其他貸款 – 有抵押 – 有抵押 (a) – 有抵押 (b)

3.92 9.41 9.55

2017-2019 2017-2018 2017-2023

60,000 70,330 157,973

– 9.41 –

– 2017-2018 –

– 78,810 –

Other loans – unsecured(d)

其他貸款 – 無抵押 (d)

9.07

2017-2034

17,925

9.07

2017-2034

15,323

(a)

1,727,328

1,541,906

2,791,201

2,582,683

It represented the other loan borrowed from an independent third party

(a)

其指湖南興業太陽能科技有限公司

leasing company by Hunan Singyes Solar Technology Co., Ltd. (“Hunan

（「 湖 南 興 業 」 ， 本 集 團 附 屬 公 司 ）向

Singyes”, a subsidiary within the Group) by way of a photovoltaic power

獨立第三方租賃公司以光伏電站售後

station sale-leaseback arrangement, with the principal of RMB125 million

租回安排之方式借貸之其他貸款，於

on 9 July 2015, which bears interest at an effective rate of 9.41% per

二零一五年七月九日之本金為人民幣

annum with monthly equal installment payment up to the maturity date

125,000,000 元， 實 際 利 率 按 年 利 率

on 30 June 2018. Hunan Singyes sets its 37.72MW photovoltaic power

9.41% 計息，該貸款等分每月分期付

station as the security to the other loan in substance. In addition, Hunan

款，於二零一八年六月三十日到期。

Singyes made a refundable guarantee deposit of RMB7.8 million with the

湖南興業實質以其 37.72 兆瓦光伏電 站擔保其他貸款。此外，湖南興業與

leasing company.

租賃公司訂立可退還擔保訂金人民幣 7,800,000 元。

– F-39 –

中國興業太陽能技術控股有限公司 二零一六年中期報告

67

NOTES TO INTERIM CONDENSED FINANCIAL INFORMATION 中期簡明財務資料附註 For the six months ended 30 June 2016 截至二零一六年六月三十日止六個月

17. INTEREST-BEARING BANK AND OTHER LOANS (Continued) (b)

It represented the other loan borrowed from an independent third

17. 附息銀行及其他貸款（續） (b)

其指陽江鑫業綠色能源科技有限公司

party leasing company by Yangjiang Singyes Green Energy Technology

（「陽江鑫業」，本集團附屬公司）向獨

Co., Ltd. (“Yangjiang Singyes”, a subsidiary within the Group) by way

立第三方租賃公司以光伏電站售後租

of a photovoltaic power station sale-leaseback arrangement, with the

回安排之方式借貸之其他貸款，於二

principal of RMB200 million on 26 January 2016, which bears interest

零一六年一月二十六日之本金為人民

at an effective rate of 9.55% per annum with monthly equal installment

幣 200,000,000 元， 實 際 利 率 按 年 利

payment up to the maturity date on 30 January 2023. Yangjiang Singyes

率 9.55% 計 息， 該 貸 款 等 分 每 月 分

sets its 50MW photovoltaic power station as the security to the other

期付款，於二零二三年一月三十日到

loan in substance. In addition, Yangjiang Singyes made a refundable

期。陽江鑫業實質以其 50 兆瓦光伏電

guarantee deposit of RMB10 million with the leasing company.

站擔保其他貸款。此外，陽江鑫業與 租賃公司訂立可退還擔保訂金人民幣 10,000,000 元。

(c)

It represented the other loan borrowed from an independent third

(c)

其 指 珠 海 興 業 新 能 源 有 限 公 司（「 興

party leasing company by Zhuhai Singyes Renewable Energy Co., Ltd.

業 新 能 源 」， 本 集 團 附 屬 公 司 ）向 獨

(“Singyes Renewable Energy”, a subsidiary within the Group) by way of a

立第三方租賃公司以光伏電站售後租

photovoltaic power station sale-leaseback arrangement, with the principal

回安排之方式借貸之其他貸款，於二

of RMB40 million on 21 June 2016, which bears interest at an effective

零一六年六月二十一日之本金為人民

rate of 5.5% per annum with monthly equal installment payment up

幣 40,000,000 元，實際利率按年利率

to the maturity date on 1 June 2017. Singyes Renewable Energy sets

5.5% 計 息， 該 貸 款 等 分 每 月 分 期 付

its 5MW photovoltaic power station as the security to the other loan in

款，於二零一七年六月一日到期。興 業新能源實質以其 5 兆瓦光伏電站擔

substance.

保其他貸款。 (d)

On 7 November 2014, Singyes Green Investment (HK) Company Limited (“Singyes Green Investment”) entered into a revenue distribution

(d)

於 二 零 一 四 年 十 一 月 七 日， 興 業 綠 色 投 資（ 香 港 ）有 限 公 司（「 興 業 綠 色

agreement regarding a 5MW photovoltaic power station (the “Relevant

投資」 ）與一名對手方就 5 兆瓦光伏電

Asset”), which is one of the assets held by Hunan Singyes, an

站（「相關資產」，為興業綠色投資的

indirectly wholly-owned subsidiary of Singyes Green Investment, with

間接全資附屬公司湖南興業持有的資

a counterparty, whereby the counterparty prepaid RMB19,000,000

產）訂立一份收入分配協議，據此，

to Singyes Green Investment to exchange the right on annual return

該對手方向興業綠色投資預付人民幣

of the Relevant Asset for each fiscal year (the “Annual Return”) for

19,000,000 元， 以 交 換 相 關 資 產 於

twenty years. The Annual Return is the electricity annual revenue on the

二十年期間每個財政年度的年度回報

Relevant Asset minus related PRC tax. If in any fiscal year the Annual

（「年度回報」 ）之權利。年度回報為相

Return is less than RMB2,000,000 (the “Minimum Return”), Singyes

關資產的年度電力收入減去相關中國

Green Investment shall pay the counterparty the Minimum Return.

稅項。如任何財政年度的年度回報低

During the Period, RMB1,002,000 was paid to the counterparty.

於人民幣2,000,000元（「最低回報」）， 則興業綠色投資須向對手方支付最低 回 報。 於 本 期 間， 人 民 幣 1,002,000 元已支付予對手方。

68

China Singyes Solar Technologies Holdings Limited Interim Report 2016

– F-40 –

NOTES TO INTERIM CONDENSED FINANCIAL INFORMATION 中期簡明財務資料附註 For the six months ended 30 June 2016 截至二零一六年六月三十日止六個月

17. INTEREST-BEARING BANK AND OTHER LOANS (Continued)

17. 附息銀行及其他貸款（續）

30 June

31 December

2016

2015

二零一六年

二零一五年

六月三十日

十二月三十一日

RMB’000

RMB’000

人民幣千元

人民幣千元

(Unaudited) （未經審核） Analysed into: Bank loans repayable:

分析為： 須於下列限期償還之銀行貸款：

Within one year

一年內

953,971

972,401

In the second year

第二年

663,541

88,472

In the third to fifth

第三年至第五年 437,016

1,017,953

320,543

341,348

2,375,071

2,420,174

years, inclusive Beyond five years

Other loans repayable:

（包括首尾兩年） 五年以上

於下列限期償還之其他貸款：

Within one year

一年內

109,902

68,376

In the second year

第二年

70,155

33,809

In the third to fifth

第三年至第五年 174,408

50,689

61,665

9,635

416,130

162,509

2,791,201

2,582,683

years, inclusive Beyond five years

（包括首尾兩年） 五年以上

As at 30 June 2016, except for those bank loans with interest rates

於二零一六年六月三十日，除利率與

linked with the HIBOR and LIBOR which are denominated in HK$ and

香港銀行同業拆息及倫敦銀行同業拆

US$, totalling RMB355,781,000, and RMB760,058,000, respectively,

息 掛 鈎 的 銀 行 貸 款（ 分 別 合 共 人 民 幣

all bank and other loans are denominated in RMB.

355,781,000 元 及 人 民 幣 760,058,000 元）以港元及美元計值外，所有銀行及 其他貸款均以人民幣計值。

– F-41 –

中國興業太陽能技術控股有限公司 二零一六年中期報告

69

NOTES TO INTERIM CONDENSED FINANCIAL INFORMATION 中期簡明財務資料附註 For the six months ended 30 June 2016 截至二零一六年六月三十日止六個月

17. INTEREST-BEARING BANK AND OTHER LOANS (Continued) Certain of the Group’s bank and other loans are secured by:

17. 附息銀行及其他貸款（續） 本集團若干銀行及其他貸款由以下各項 抵押：

(a)

mortgages over the Group’s buildings with an aggregate carrying

(a)

本集團樓宇按揭，於報告期末賬

amount at the end of the reporting period of approximately

面 值 合 計 約 人 民 幣 307,817,000

RMB307,817,000 (31 December 2015: RMB310,073,000) (note

元（二零一五年十二月三十一日：

10);

人 民 幣 310,073,000 元 ） （附註 10)；

(b)

mortgages over the Group’s photovoltaic power stations and

(b)

本集團光伏電站及彼等各自

their respective rights on the annual return thereof, which had

之 年 度 回 報 權 利 之 按 揭， 於

an aggregate carrying amount at the end of the reporting period

報告期末賬面值合計約人民

of approximately RMB1,467,624,000 (31 December 2015:

幣 1,467,624,000 元（ 二 零 一 五

RMB1,150,558,000) (note 10);

年 十 二 月 三 十 一 日： 人 民 幣 1,150,558,000 元） （附註 10）；

(c)

the rights on the annual return of the Relevant Asset with a net

(c)

於報告期末賬面值約人民幣 30,552,000 元的相關資產年度回

carrying amount of approximately RMB30,552,000 at the end of the reporting period (31 December 2015: RMB31,200,000) (note

報權（二零一五年十二月三十一

10);

日： 人 民 幣 31,200,000 元（ 附 註 10)；

(d)

mortgages over the Group’s prepaid land lease payments,

(d)

本集團預付土地租賃款項的按

which had a carrying amount at the end of the reporting

揭，於報告期末賬面值約人民幣

period of approximately RMB88,575,000 (31 December 2015:

88,575,000 元（二零一五年十二月

RMB89,569,000) (note 10);

三十一日：人民幣89,569,000元） （附註 10）；

(e)

the pledge of certain of the Group’s time deposits amounted to

(e)

本集團抵押的若干定期存款金 額 為 人 民 幣 20,000,000 元（ 二 零

RMB20,000,000 (31 December 2015: RMB20,000,000);

一五年十二月三十一日：人民幣 20,000,000 元）； (f)

the pledge of certain of the Group’s trade receivables

(f)

本集團抵押的應收貿易款項金

approximately RMB2,364,000 (31 December 2015:

額 為 人 民 幣 2,364,000 元（ 二 零

RMB597,000) (note 13);

一五年十二月三十一日：人民幣 597,000 元） （附註 13）；

70

China Singyes Solar Technologies Holdings Limited Interim Report 2016

– F-42 –

NOTES TO INTERIM CONDENSED FINANCIAL INFORMATION 中期簡明財務資料附註 For the six months ended 30 June 2016 截至二零一六年六月三十日止六個月

17. INTEREST-BEARING BANK AND OTHER LOANS (Continued) (g)

the pledge of certain of the Group’s tariff adjustment receivables

17. 附息銀行及其他貸款（續） (g)

本集團抵押的電價補貼應收款項

approximately RMB118,389,000 (31 December 2015:

約 人 民 幣 118,389,000 元（ 二 零

RMB89,396,000) (note 14);

一五年十二月三十一日：人民幣 89,396,000 元） （附註 14）；

(h)

the pledge of the Insurance Contracts with fair value of

(h)

元的保險合約（附註 11）；及

approximately RMB21,322,000 (note 11); and (i)

抵押公平值約人民幣 21,322,000

the pledge of equity interests in the following subsidiaries within

(i)

本集團內以下附屬公司的股權抵

the Group:

押：

(i)

(i)

92% equity interests in Xinjiang Singyes Renewable

92% 股權；及

Energy Technology Co., Ltd.; and (ii)

新疆興業新能源有限公司的

(ii)

92% equity interests in Wuwei DongRun Solar Energy

武威東潤太陽能開發有限公 司的 92% 股權。

Development Co., Ltd.. In addition, the Company’s directors have guaranteed certain of the

此外，本公司董事就本集團若干銀行及

Group’s bank and other loans for nil consideration, details of which are

其他貸款無償提供擔保，詳情如下（附

as follows (note 27(b)):

註 27(b)）：

(a)

(a)

the Company’s director, Mr. Liu Hongwei, has guaranteed

本公司董事劉紅維先生擔保本 集團銀行及其他貸款人民幣

the Group’s bank and other loans of RMB550,821,000 (31

550,821,000 元（二零一五年十二

December 2015: RMB173,000,000);

月三十一日：人民幣 173,000,000 元）； (b)

the Company’s directors, Messrs. Liu Hongwei and Sun Jinli,

(b)

本公司董事劉紅維先生及孫金禮

have jointly guaranteed the Group’s bank and other loans of

先生共同擔保本集團銀行及其他

RMB128,000,000 (31 December 2015: RMB118,000,000);

貸款人民幣 128,000,000 元（二零 一五年十二月三十一日：人民幣 118,000,000 元）；

(c)

the Company’s directors, Messrs. Liu Hongwei and Xie

(c)

本公司董事劉紅維先生及謝文

Wen, have jointly guaranteed the Group’s bank loans of

先生共同擔保本集團銀行貸款

RMB128,800,000 (31 December 2015: RMB153,500,000);

人 民 幣 128,800,000 元（ 二 零 一五年十二月三十一日：人民幣 153,500,000 元）；

– F-43 –

中國興業太陽能技術控股有限公司 二零一六年中期報告

71

NOTES TO INTERIM CONDENSED FINANCIAL INFORMATION 中期簡明財務資料附註 For the six months ended 30 June 2016 截至二零一六年六月三十日止六個月

17. INTEREST-BEARING BANK AND OTHER LOANS (Continued) (d)

the Company’s directors, Messrs. Liu Hongwei, Sun Jinli and

17. 附息銀行及其他貸款（續） (d)

本公司董事劉紅維先生、孫金禮 先生及謝文先生共同擔保本集團

Xie Wen have jointly guaranteed the Group’s bank loans of

銀 行 貸 款 人 民 幣 100,000,000 元

RMB100,000,000 (31 December 2015: RMB100,000,000);

（二零一五年十二月三十一日：人 民幣 100,000,000 元）； (e)

the Company’s directors, Mr. Liu Hongwei and his spouse,

(e)

本公司董事劉紅維先生及其配偶

Ms. Li Wei, Mr. Sun Jinli and his spouse, Ms. Wang

李薇女士、孫金禮先生及其配偶

Yanfang, have jointly guaranteed the Group’s bank loans of

王豔芳女士共同擔保本集團銀行

RMB100,000,000 (31 December 2015: RMB100,000,000);

貸款人民幣 100,000,000 元（二零 一五年十二月三十一日：人民幣 100,000,000 元）；

(f)

t h e C o m p a n y ’s d i r e c t o r s , M e s s r s . L i u H o n g w e i a n d

(f)

本公司董事劉紅維先生及孫金禮

S u n J i n l i , h a v e j o i n t l y g u a r a n t e e d t h e G r o u p ’s b a n k

先生共同擔保本集團銀行貸款

loans of HK$208,702,000 (equivalent to approximately

208,702,000 港元（相當於約人民

RMB178,371,000) (31 December 2015: HK$113,705,000,

幣 178,371,000 元 ） （二零一五年

equivalent to approximately RMB95,260,000); and

十二月三十一日：113,705,000 港 元（ 相 當 於 約 人 民 幣 95,260,000 元））；及

(g)

the Company’s directors, Messrs. Liu Hongwei and Sun Jinli,

(g)

本公司董事劉紅維先生及孫金禮

have jointly guaranteed the Group’s bank loans of US$3,907,000

先生共同擔保本集團銀行貸款

(equivalent to approximately RMB25,905,000) (31 December

3,907,000 美元（相當於約人民幣

2015: Nil).

25,905,000 元） （二零一五年十二 月三十一日：無） 。

72

China Singyes Solar Technologies Holdings Limited Interim Report 2016

– F-44 –

NOTES TO INTERIM CONDENSED FINANCIAL INFORMATION 中期簡明財務資料附註 For the six months ended 30 June 2016 截至二零一六年六月三十日止六個月

18. 可換股債券

18. CONVERTIBLE BONDS

Convertible bonds, liability component 可換股債券負債部分 Fair value of embedded derivatives

嵌入式衍生工具的公平值

On 8 August 2014, the Company issued 930 units of 5% convertible

30 June

31 December

2016

2015

二零一六年

二零一五年

六月三十日

十二月三十一日

RMB’000

RMB’000

人民幣千元

人民幣千元

Notes

(Unaudited)

附註

（未經審核）

(a)

670,998

634,017

(b)

20,239

63,552

691,237

697,569

於二零一四年八月八日，本公司發行於

bonds in the denomination of RMB1,000,000 each due on 8

二零一九年八月八日到期面值為人民幣

August 2019 (the “2019 Convertible Bonds”) with a nominal value

930,000,000 元 的 930 份 每 份 面 值 人 民

of RMB930,000,000. The Company repurchased 6 units of these

幣 1,000,000 元 5% 可 換 股 債 券（「 二 零

convertible bonds during the year ended 31 December 2015.

一九年可換股債券」）。本公司於截至二 零一五年十二月三十一日止年度已購回 6 份該等可換股債券。

The conversion price of the 2019 Convertible Bonds was adjusted to

二零一九年可換股債券之轉換價因決

HK$15.69 effective from 24 June 2016 as a result of the determination

定授權供股（如附註 30 所述）而自二零

of entitlements to the rights issue described in note 30.

一六年六月二十四日起調整為 15.69 港 元。

The salient terms and conditions of the 2019 Convertible Bonds are as

二零一九年可換股債券的主要條款及條

follows:

件如下：

(i)

(i)

Interest rate

利率

The Company shall pay an interest on the 2019 Convertible

本公司須按每年 5.0% 的利率就二

Bonds at 5.0% per annum.

零一九年可換股債券支付利息。

– F-45 –

中國興業太陽能技術控股有限公司 二零一六年中期報告

73

NOTES TO INTERIM CONDENSED FINANCIAL INFORMATION 中期簡明財務資料附註 For the six months ended 30 June 2016 截至二零一六年六月三十日止六個月

18. CONVERTIBLE BONDS (Continued) (ii)

18. 可換股債券（續） (ii)

Conversion price

轉換價

The 2019 Convertible Bonds will be convertible into the

二零一九年可換股債券將可按初

Company’s ordinary shares at the initial conversion price

始轉換價每股 16.11 港元（可予調

of HK$16.11 per share, subject to adjustments. Amongst

整）轉換為本公司普通股。轉換

others, consolidation, subdivision or reclassification of shares,

價須於（其中包括）股份合併、拆

capitalisation of profits or reserves, capital distribution, rights

細或重新分類、溢利或儲備資本

issues of shares or options over shares, rights issues of other

化、資本分派、供股或就股份創

securities, issues at less than the current market price, other

設購股權、發行其他證券、按低

issues at less than the current market price, modification of

於當前市價發行、低於當前市價

rights of conversion etc., other offers to shareholders, change of

的其他發行、修訂轉換權、向股

control and other usual adjustment events. The conversion price

東進行其他發售、控制權變動及

may not be reduced so that the conversion shares would fall to

其他慣常調整事件時進行調整。

be issued at a discount to their par value.

轉換價不得削減至低令轉換股份 以較面值折讓的價格發行。

(iii) 到期

(iii) Maturity Unless previously redeemed, converted, or purchased and

除非已於之前贖回、轉換或購買

cancelled, the Company will redeem each of the 2019

及 註 銷， 否 則 本 公 司 將 於 二 零

Convertible Bonds at the US Dollar equivalent of the RMB

一九年八月八日按照人民幣本金

principal amount on 8 August 2019.

額的等值美元贖回每份二零一九 年可換股債券。

74

China Singyes Solar Technologies Holdings Limited Interim Report 2016

– F-46 –

NOTES TO INTERIM CONDENSED FINANCIAL INFORMATION 中期簡明財務資料附註 For the six months ended 30 June 2016 截至二零一六年六月三十日止六個月

18. 可換股債券（續）

18. CONVERTIBLE BONDS (Continued) (iv) Redemption at the option of the Company

(iv) 本公司選擇贖回

The Company may:

本公司可：

(1)

(1)

Upon giving not less than 30 nor more than 60 days’

於二零一七年八月八日後但

notice to the bondholders, at any time after 8 August

不遲於到期日前 14 日任何

2017 but not less than 14 days prior to the maturity date

時間，向債券持有人發出不

redeem the bonds in whole but not in part at a redemption

少於 30 日但不超過 60 日的

price at the US$ equivalent of the RMB principal amount

通知，按人民幣本金額的等

plus accrued and unpaid interest to such date; provided

值美元加上截至該日應計未

that no such redemption may be made unless the closing

付利息的贖回價，贖回全部

price of the shares (translated into RMB at the RMB:HK$

但非部分債券；惟除非截至

fixed rate as set out in the terms and conditions of the

屬發出贖回通知當日前三個

2019 convertible bonds) for 20 out of 30 consecutive

聯交所營業日之日止連續

trading days ending on a date which is no more than

30 個交易日中 20 日的股份

three stock exchange business days immediately prior to

收市價（按二零一九年可換

the date upon which notice of such redemption is given,

股債券條款及條件所載人民

was at least 130% of the conversion price then in effect

幣兌港元的固定匯率換算為

(translated into RMB at the RMB:HK$ fixed rate as set

人民幣）至少為當時實際轉

out in the terms and conditions of the 2019 convertible

換價（按二零一九年可換股

bonds); or

債券條款及條件所載固定人 民幣兌港元的匯率換算為人 民 幣 ）的 130%， 否 則 不 得 進行贖回；或

(2)

Upon giving not less than 30 nor more than 90 days’

(2)

向債券持有人及受託人發出

notice to the bondholders and the Trustee (which notice

不少於 30 日但不超過 90 日

will be irrevocable), the Company may at any time redeem

的通知（該通知不得撤回）

all, but not some only, of the bonds for the time being

後，本公司可按人民幣本金

outstanding at the US$ equivalent of the RMB principal

額的等值美元加上截至該日

amount plus accrued and unpaid interest to such date

應計未付的利息，隨時贖回

provided that prior to the date of such notice at least 90%

全部（但非僅部分）當時未

in RMB principal amount of the bonds originally issued

償還債券，惟於該通知日期

have already been converted, redeemed or purchased

前原發行債券的人民幣本金

and cancelled.

額 至 少 90% 須 已 轉 換、 贖 回或購買及註銷。

– F-47 –

中國興業太陽能技術控股有限公司 二零一六年中期報告

75

NOTES TO INTERIM CONDENSED FINANCIAL INFORMATION 中期簡明財務資料附註 For the six months ended 30 June 2016 截至二零一六年六月三十日止六個月

18. CONVERTIBLE BONDS (Continued) (v)

Redemption at the option of the holders The Company will, at the option of the holder of any 2019

18. 可換股債券（續） (v)

持有人選擇贖回 本公司將按任何二零一九年可換

Convertible Bonds, redeem all or some only of such holder’s

股 債 券 持 有 人 的 選 擇， 於 二 零

2019 Convertible Bonds on 8 August 2017 at the US Dollar

一七年八月八日按人民幣本金額

equivalent of the RMB principal amount.

的等值美元贖回該持有人的全部 或僅部分二零一九年可換股債券。

(vi) Redemption of delisting or change of control Following the occurrence of a change of control (means when

本公司發生控制權變動（指劉紅

Mr. Liu Hongwei ceases for any reason to be the majority

維先生因任何原因不再為本公司

shareholder of the Company or any other events lead to the

主要股東或導致本公司擁有權架

significant change of the ownership structure of the Company,

構出現重大變動的任何其他事件）

“Change of Control”) or delisting of the Company (including

（「控制權變動」 ）或除牌（包括股份

suspension of trading of the Shares on the stock exchange for a

於證券交易所暫停買賣達等於或

period equal to or more than 20 consecutive trading days) (the

超過連續 20 個交易日） （「相關事

“Relevant Event”), the holder will have the right to require the

件」）後，持有人將有權要求本公

Company to redeem all, or but not some only, of such holder’s

司按人民幣本金額的等值美元加

2019 Convertible Bonds at the US Dollar equivalent of the RMB

上截至指定贖回日期的應計未付

principal amount plus accrued and unpaid interest to the date

利息，贖回該持有人的全部（但非

fixed for redemption.

部分）二零一九年可換股債券。

The fair value of the 2019 Convertible Bonds was determined by an

二零一九年可換股債券的公平值乃由獨

independent qualified valuer based on the binomial option pricing

立合資格估值師根據二項式期權定價模

model. The carrying amount of the liability component on initial

型釐定。初始確認時負債部分的賬面值

recognition was measured at the proceeds of the 2019 Convertible

乃按二零一九年可換股債券的所得款項

Bonds (net of transaction costs) minus the fair value of the embedded

（扣除交易成本）減去二零一九年可換股 債券的嵌入式衍生工具的公平值計量。

derivatives of the 2019 Convertible Bonds.

76

(vi) 除牌或控制權變動時贖回

China Singyes Solar Technologies Holdings Limited Interim Report 2016

– F-48 –

NOTES TO INTERIM CONDENSED FINANCIAL INFORMATION 中期簡明財務資料附註 For the six months ended 30 June 2016 截至二零一六年六月三十日止六個月

18. 可換股債券（續）

18. CONVERTIBLE BONDS (Continued) (a)

(a)

Liability component

負債部分 For the six months ended 30 June 截至六月三十日止六個月

Liability component at 1 January

於一月一日的負債部分

Effective interest recognised

期內確認的實際利息（附註 5）

2015

二零一六年

二零一五年

RMB’000

RMB’000

人民幣千元

人民幣千元

(Unaudited)

(Unaudited)

（未經審核）

（未經審核）

634,017

589,131

60,018

48,805

Interest payable during the Period

期內應付利息

(23,037)

(23,059)

Liability component at 30 June

於六月三十日的負債部分

670,998

614,877

for the Period (note 5)

(b)

2016

(b)

Conversion rights

轉換權 For the six months ended 30 June 截至六月三十日止六個月

Fair value of conversion rights

二零一六年

二零一五年

RMB’000

RMB’000

人民幣千元

人民幣千元

(Unaudited)

(Unaudited)

（未經審核）

（未經審核）

63,552

227,138

減：轉換權公平值變動 (43,313)

conversion rights

Fair value of conversion rights

2015

轉換權於一月一日的公平值

at 1 January Less: fair value changes of

2016

(1,575)

轉換權於六月三十日的公平值 20,239

at 30 June

– F-49 –

225,563

中國興業太陽能技術控股有限公司 二零一六年中期報告

77

NOTES TO INTERIM CONDENSED FINANCIAL INFORMATION 中期簡明財務資料附註 For the six months ended 30 June 2016 截至二零一六年六月三十日止六個月

18. 可換股債券（續）

18. CONVERTIBLE BONDS (Continued) (b)

(b)

Conversion rights (Continued)

轉換權（續）

The fair value changes in the conversion rights for the Period

本期間轉換權的公平值變動為人

is RMB43,313,000 (six months ended 30 June 2015:

民幣43,313,000元（截至二零一五

RMB1,575,000), which is recognised in profit or loss and

年六月三十日止六個月：人民幣

disclosed separately. The related interest expense of the liability

1,575,000 元），該金額於損益中

component of the 2019 Convertible Bonds for the Period

確認及獨立披露。二零一九年可

amounted to RMB60,018,000 (six months ended 30 June 2015:

換股債券負債部分於本期間的相

RMB48,805,000), which is calculated by using the effective

關利息開支為人民幣 60,018,000

interest method with an effective interest rate of 17.79% per

元（截至二零一五年六月三十日止

annum.

六個月：人民幣48,805,000元）， 該金額乃使用實際利率法以實際 年利率 17.79% 計算。

19. 優先票據

19. SENIOR NOTES

78

30 June

31 December

2016

2015

二零一六年

二零一五年

六月三十日

十二月三十一日

RMB’000

RMB’000

人民幣千元

人民幣千元

Notes

(Unaudited)

附註

（未經審核）

2017 Senior Notes

二零一七年優先票據

(a)

550,992

548,200

2018 Senior Notes

二零一八年優先票據

(b)

204,478

198,492

755,470

746,692

China Singyes Solar Technologies Holdings Limited Interim Report 2016

– F-50 –

NOTES TO INTERIM CONDENSED FINANCIAL INFORMATION 中期簡明財務資料附註 For the six months ended 30 June 2016 截至二零一六年六月三十日止六個月

19. 優先票據（續）

19. SENIOR NOTES (Continued) (a)

(a)

2017 Senior Notes

二零一七年優先票據

On 21 November 2014, the Company issued 7.875% senior

於二零一四年十一月二十一日，

notes with an aggregate nominal value of RMB560,000,000

本公司按面值發行總面值人民幣

(the “2017 Senior Notes”) at face value. The net proceeds,

560,000,000 元 的 7.875% 優 先 票

after deducting the issuance costs, amounted to approximately

據（「二零一七年優先票據」）。扣

RMB542,327,000. The 2017 Senior Notes will mature on 21

除相關發行成本後，所得款項淨

November 2017 and have been listed on the HKSE (stock code:

額 為 約 人 民 幣 542,327,000 元。

85704).

二零一七年優先票據將於二零 一七年十一月二十一日到期，已 於 香 港 聯 交 所 上 市（ 證 券 代 號： 85704）。

The major terms and conditions of the 2017 Senior Notes are as

二零一七年優先票據的主要條款

follows:

及條件如下：

(i)

(i)

Redemption at the option of the Company Upon giving not less than 30 nor more than 60 days’

本公司選擇贖回 本公司可於向持有人發出不

notice to the holders, at any time, the Company may at its

少於 30 日及不超過 60 日的

option to redeem the notes at a redemption price equal

通知後，隨時選擇按等於本

to 100% of the principal amount plus the applicable

金額 100% 加上截至贖回日

premium as of, and accrued and unpaid interest, if any,

期適用溢價及截至該日（但

to (but not including) the redemption date. The applicable

不包括該日）應計未付利息

premium is the greater of (1) 1.0% of the principal amount

的贖回價贖回票據。適用溢

and (2) the excess of (A) the present value at such

價為以下各項中的較高者：

redemption date of 100% of the principal amount, plus

(1) 本 金 額 的 1.0%； 及 (2)

all required remaining scheduled interest payments due

(A)100% 本金額於該贖回日

on the 2017 Senior Notes through the maturity date (but

期的現值，加上二零一七年

excluding accrued and unpaid interest to the redemption

優先票據於到期日前按計劃

date), computed using a discount rate equal to 2%, over

需要支付的所有到期利息

(B) the principal amount on the redemption date.

（但不包括於贖回日期應計 未付利息） （按等於 2% 的貼 現 率 計 算 ）超 出 (B) 贖 回 日 期本金額的部分。

– F-51 –

中國興業太陽能技術控股有限公司 二零一六年中期報告

79

NOTES TO INTERIM CONDENSED FINANCIAL INFORMATION 中期簡明財務資料附註 For the six months ended 30 June 2016 截至二零一六年六月三十日止六個月

19. 優先票據（續）

19. SENIOR NOTES (Continued) (a)

(a)

2017 Senior Notes (Continued) (i)

Redemption at the option of the Company (Continued)

二零一七年優先票據（續） (i)

本公司選擇贖回（續） 本公司可於向持有人發出不

Upon giving not less than 30 days’ nor more than 60 days’ notice to the holder, at any time, the Company

少於 30 日及不超過 60 日的

may at its option redeem up to 35% of the aggregate

通 知 後， 選 擇 按 等 於 二 零

principal amount of the 2017 Senior Notes with the net

一七年優先票據的本金額的

cash proceeds of one or more sales of common stock

107.875% 加上截至贖回日

of the Company in one or more equity offerings at a

期（但不包括該日）的應計

redemption price of 107.875% of the principal amount of

未付利息（如有）之贖回價，

the 2017 Senior Notes, plus accrued and unpaid interest,

以一次或多次股權發售中一

if any, to (but not including) the redemption date; provided

次或多次出售本公司普通股

that at least 65% of the aggregate principal amount of

的所得款項現金淨額，贖回

the Senior Notes remains outstanding after each such

二零一七年優先票據本金總

redemption and any such redemption takes place within

額 的 最 多 35%； 惟 於 每 次

60 days after the closing of the related equity offering.

贖回後優先票據本金總額須 至 少 有 65% 仍 未 償 還， 且 任何相關贖回必須於相關股 權發售完成後60日內進行。

(ii)

Repurchase of the 2017 Senior Notes upon a Change of

(ii)

控制權變動時購回二零一七

Control

年優先票據

Not later than 30 days following a Change of Control, the

本公司將於控制權變動後

Company will make an offer to purchase all outstanding

30 日前提出要約（「控制權

2017 Senior Notes (“Change of Control Offer”) at a

變動要約」 ），按等於本金額

purchase price equal to 101% of the principal amount

101% 加上截至二零一七年

thereof plus accrued and unpaid interest, if any, to (but

優先票據控制權變動要約付

not including) the 2017 Senior Notes Change of Control

款日期（不包括該日）應計

Offer payment date.

未付利息（如有）的購買價， 購買所有未償還二零一七年 優先票據。

80

China Singyes Solar Technologies Holdings Limited Interim Report 2016

– F-52 –

NOTES TO INTERIM CONDENSED FINANCIAL INFORMATION 中期簡明財務資料附註 For the six months ended 30 June 2016 截至二零一六年六月三十日止六個月

19. 優先票據（續）

19. SENIOR NOTES (Continued) (a)

(a)

2017 Senior Notes (Continued)

二零一七年優先票據（續） 由於提早贖回權於初始確認時的

As the estimated fair value of the early redemption right is insignificant at initial recognition, the embedded derivative

公平值估計不高，故嵌入式衍生

is not separately accounted for. The effective interest rate is

工具並無單獨入賬。經就交易成

approximately 9.33% per annum after the adjustment for

本作出調整後，實際利率約為每

transaction costs.

年 9.33%。

The 2017 Senior Notes recognised in the consolidated statement

於綜合財務狀況表中確認的二零 一七年優先票據按以下方式計

of financial position are calculated as follows:

算： For the six months ended 30 June 截至六月三十日止六個月

Carrying amount at 1 January

於一月一日的賬面值

Effective interest recognised

期內確認的實際利息（附註 5）

for the Period (note 5) Interest payable

2015

二零一六年

二零一五年

RMB’000

RMB’000

人民幣千元

人民幣千元

(Unaudited)

(Unaudited)

（未經審核）

（未經審核）

548,200

542,822

24,842

24,555

(22,050)

(21,869)

550,992

545,508

496,272

539,756

期內應付利息

during the Period

Carrying amount at 30 June

於六月三十日的賬面值

Fair value of the 2017

二零一七年優先票據的公平值 *

Senior Notes * *

2016

The fair values of the 2017 Senior Notes are determined based on the price quoted on the HKSE on 30 June 2016.

*

二零一七年優先票據的公平值乃基於 香港聯交所於二零一六年六月三十日 的報價釐定。

– F-53 –

中國興業太陽能技術控股有限公司 二零一六年中期報告

81

NOTES TO INTERIM CONDENSED FINANCIAL INFORMATION 中期簡明財務資料附註 For the six months ended 30 June 2016 截至二零一六年六月三十日止六個月

19. 優先票據（續）

19. SENIOR NOTES (Continued) (b)

(b)

2018 Senior Notes

二零一八年優先票據

On 30 January 2015, the Company issued 7.75% senior notes

於二零一五年一月三十日，本公

with an aggregate nominal value of HK$250,000,000 (equivalent

司按面值發行於二零一八年二月

to approximately RMB197,150,000) at face value, which will

到 期 本 金 總 額 為 250,000,000 港

mature in February 2018 (the “2018 Senior Notes”). The 2018

元（相當於約人民幣 197,150,000

Senior Notes will only be offered outside the United States in

元）的 7.75% 優先票據（「二零一八

compliance with Regulation S under the United States Securities

年優先票據」）。二零一八年優先

Act of 1933, as amended. None of the 2018 Senior Notes will be

票據將僅遵照一九三三年美國證

offered to the public in Hong Kong and none of the 2018 Senior

券法下 S 規例（經修訂）於美國境

Notes will be placed to any connected persons of the Company.

外發售。二零一八年優先票據概

The net proceeds, after deducting the issuance costs, amounted

不會向香港公眾人士發售，且二

to approximately RMB182,492,000.

零一八年優先票據概不會向本公 司關連人士配售。扣除相關發行 成本後，所得款項淨額為約人民 幣 182,492,000 元。

The major terms and conditions of the 2018 Senior Notes are as

二零一八年優先票據的主要條款

follows:

及條件如下：

(i)

(i)

Redemption at the option of the Company

本公司選擇贖回

Upon giving not less than 30 days’ nor more than 60 days’

本公司可於向持有人發出不

notice to the holder, at any time, the Company may at

少於 30 日及不超過 60 日的

its option redeem the notes at a redemption price equal

通知後，隨時選擇按等於本

to 100% of the principal amount plus the applicable

金額 100% 加上截至贖回日

premium as of, and accrued and unpaid interest, if any,

期適用溢價及截至該日（但

to (but not including) the redemption date. The applicable

不包括該日）應計未付利息

premium is the greater of (1) 1.0% of the principal amount

的贖回價贖回票據。適用溢

and (2) the excess of (A) the present value at such

價為以下各項中的較高者：

redemption date of 100% of the principal amount, plus

(1) 本 金 額 的 1.0%； 及 (2)

all required remaining scheduled interest payments due

(A)100% 本金額於該贖回日

on the 2018 Senior Notes through the maturity date (but

期的現值，加上二零一八年

excluding accrued and unpaid interest to the redemption

優先票據於到期日前按計劃

date), computed using a discount rate equal to 2%, over (B) the principal amount on the redemption date.

需要支付的所有到期利息 （但不包括於贖回日期應計 未付利息） （按等於 2% 的貼 現 率 計 算 ）超 出 (B) 贖 回 日 期本金額的部分。

82

China Singyes Solar Technologies Holdings Limited Interim Report 2016

– F-54 –

NOTES TO INTERIM CONDENSED FINANCIAL INFORMATION 中期簡明財務資料附註 For the six months ended 30 June 2016 截至二零一六年六月三十日止六個月

19. 優先票據（續）

19. SENIOR NOTES (Continued) (b)

(b)

2018 Senior Notes (Continued) (i)

Redemption at the option of the Company (Continued)

二零一八年優先票據（續） (i)

本公司選擇贖回（續） 本公司可於向持有人發出不

Upon giving not less than 30 days’ nor more than 60 days’ notice to the holder, at any time, the Company may

少於 30 日及不超過 60 日的

at its option redeem up to 35% of the aggregate principal

通 知 後， 選 擇 按 等 於 二 零

amount of the 2018 Senior Notes with the net cash

一八年優先票據的本金額的

proceeds of one or more sales of common stock of the

107.75% 加 上 截 至 贖 回 日

Company in one or more equity offerings at a redemption

期（但不包括該日）的應計

price of 107.75% of the principal amount of the 2018

未付利息（如有）之贖回價，

Senior Notes, plus accrued and unpaid interest, if any, to

以一次或多次股權發售中一

(but not including) the redemption date; provided that at

次或多次出售本公司普通股

least 65% of the aggregate principal amount of the Notes

的所得款項現金淨額，贖回

remains outstanding after each such redemption and

二零一八年優先票據本金總

any such redemption takes place within 60 days after the

額 的 最 多 35%； 惟 於 每 次

closing of the related equity offering.

贖回後優先票據本金總額須 至 少 有 65% 仍 未 償 還， 且 任何相關贖回必須於相關股 權發售完成後60日內進行。

(ii)

Repurchase of the 2018 Senior Notes upon a Change of

(ii)

控制權變動時購回二零一八

Control

年優先票據

Not later than 30 days following a Change of Control, the

本公司將於控制權變動後

Company will make an offer to purchase all outstanding

30 日 前 提 出 要 約（「 二 零

2018 Senior Notes (“2018 Senior Notes Change of Control

一 八 年 優 先 票 據 控 制權 變

Offer”) at a purchase price equal to 101% of the principal

動 要 約 」）， 按 等 於 本 金 額

amount thereof plus accrued and unpaid interest, if any,

101% 加上截至二零一八年

to (but not including) the 2018 Senior Notes Change of

優先票據控制權變動要約付

Control Offer payment date.

款日期（不包括該日）應計 未付利息（如有）的購買價， 購買所有未償還二零一八年 優先票據。

– F-55 –

中國興業太陽能技術控股有限公司 二零一六年中期報告

83

NOTES TO INTERIM CONDENSED FINANCIAL INFORMATION 中期簡明財務資料附註 For the six months ended 30 June 2016 截至二零一六年六月三十日止六個月

19. 優先票據（續）

19. SENIOR NOTES (Continued) (b)

(b)

2018 Senior Notes (Continued)

二零一八年優先票據（續） 由於提早贖回權於初始確認時的

As the estimated fair value of the early redemption right is insignificant at initial recognition, the embedded derivative

公平值估計不高，故嵌入式衍生

is not separately accounted for. The effective interest rate is

工具並無單獨入賬。經就交易成

approximately 11.06% per annum after the adjustment for

本作出調整後，實際利率約為每

transaction costs.

年 11.06%。

The 2018 Senior Notes recognised in the consolidated statement

於綜合財務狀況表中確認的二零 一八年優先票據按以下方式計

of financial position are calculated as follows:

算： For the six months ended 30 June 截至六月三十日止六個月

Carrying amount at 1 January/ (fair value at date of issuance) Effective interest recognised for

（發行日期的公平值）

二零一六年

二零一五年

RMB’000

RMB’000

人民幣千元

人民幣千元

(Unaudited)

(Unaudited)

（未經審核）

（未經審核）

198,492

182,492

10,478

7,565

期內確認的實際利息（附註 5）

Interest payable during the Period

期內應付利息

Exchange realignment

匯兌調整

Carrying amount at 30 June

於六月三十日的賬面值

(8,056)

Fair value of the 2018 Senior Notes * 二零一八年優先票據的公平值 *

84

2015

於一月一日的賬面值╱

the Period (note 5)

*

2016

The fair values of the 2018 Senior Notes have been calculated

*

(5,916)

3,564

–

204,478

184,141

213,806

198,392

二零一八年優先票據的公平值通過將

by discounting the contractual cash flows over the remaining

合約現金流量按無風險利率加信貸息

contractual term of the 2018 Senior Notes at the risk free interest

差及流動性息差於二零一八年優先票

rate plus credit spread and liquidity spread.

據的剩餘合約期限內折現計算。

China Singyes Solar Technologies Holdings Limited Interim Report 2016

– F-56 –

NOTES TO INTERIM CONDENSED FINANCIAL INFORMATION 中期簡明財務資料附註 For the six months ended 30 June 2016 截至二零一六年六月三十日止六個月

20. 遞延收益

20. DEFERRED INCOME Movements in deferred income during the Period are as follows:

期內遞延收益的變動如下： For the six months ended 30 June 截至六月三十日止六個月

Government grants At 1 January

於一月一日 期內收取與資產相關的

received during the Period Over the expected useful lives

2015

二零一六年

二零一五年

RMB’000

RMB’000

人民幣千元

人民幣千元

(Unaudited)

(Unaudited)

（未經審核）

（未經審核）

政府補助

Government grants related to assets Released to profit or loss (note 4)

2016

政府補助

537,807

439,273

888

172,700

撥回至損益（附註 4） 按相關資產預期可使用年期

of the related assets

(12,657)

Upon disposal of the related assets

出售相關資產時

Related to disposal of assets in

有關往年出售資產

(247,395)

previous years

At 30 June

– 於六月三十日

(22,909)

278,643

– (41,185)

547,879

Deferred income represents government grants received by the Group

遞延收益指本集團於本期間內有關「金

in respect of the construction of roof top solar farms under the “Golden

太陽示範工程」下建設的屋頂太陽能電

Sun Pilot Program”, and other items of property, plant and equipment

站及其他物業、廠房及設備項目而收到

during the Period.

的政府補助。

The deferred income is released to profit or loss at the annual

遞延收益按年度金額撥回至損益，以配

instalment to match with the expected useful lives of the relevant

合相關資產的預期可使用年限。

assets.

– F-57 –

中國興業太陽能技術控股有限公司 二零一六年中期報告

85

NOTES TO INTERIM CONDENSED FINANCIAL INFORMATION 中期簡明財務資料附註 For the six months ended 30 June 2016 截至二零一六年六月三十日止六個月

21. 遞延稅項

21. DEFERRED TAX The movements of deferred tax assets and liabilities during the Period

本期間遞延稅項資產及負債之變動如

are as follows:

下：

Deferred tax assets

遞延稅項資產 Discount in

At 1 January 2015

於二零一五年一月一日

Deferred tax credited/

期內計入╱（扣除自） 損益的遞延稅項

(charged) to profit or loss during the Period (note 7) At 30 June 2015 (unaudited)

（未經審核） 於二零一六年一月一日

Deferred tax credited/

At 30 June 2016 (unaudited)

grants

receivables

Others

Total

稅項虧損 RMB’000

政府補助 RMB’000

應收質保金折讓 RMB’000

其他 RMB’000

總計 RMB’000

人民幣千元

人民幣千元

人民幣千元

人民幣千元

人民幣千元

6,070

18,682

5,766

1,990

32,508

–

5,119

(2,631)

–

2,488

6,070

23,801

3,135

1,990

34,996

2,336

23,606

2,343

5,822

34,107

(2,336)

(553)

(56)

119

(2,826)

–

23,053

2,287

5,941

31,281

於二零一五年六月三十日

期內計入╱（扣除自）

during the Period (note 7)

retention

Tax loss

（附註7）

At 1 January 2016 (charged) to profit or loss

Government

損益的遞延稅項 （附註7） 二零一六年六月三十日 （未經審核）

The Group has tax losses arising in Hong Kong, Malaysia and

本集團有在香港、馬來西亞及新加坡

Singapore of RMB41,828,000 (31 December 2015: RMB88,208,000)

產 生 的 稅 項 虧 損 人 民 幣 41,828,000 元

that are available indefinitely for offsetting against future taxable profits

（二零一五年十二月三十一日：人民幣

of the companies in which the losses arose. The Group also has tax

88,208,000 元）可無限期用於抵銷產生

losses arising in Mainland China of RMB32,267,000 (31 December

虧損之公司的未來應課稅溢利。本集

2015: RMB46,603,000) that will expire in one to five years for

團亦有在中國大陸產生的稅項虧損人

offsetting against future taxable profits of the companies in which the

民幣 32,267,000 元（二零一五年十二月

losses arose. Deferred tax assets have not been recognised in respect

三十一日：人民幣 46,603,000 元）可用

of these tax losses as they have arisen in subsidiaries that have been

於抵銷產生虧損之公司的未來應課稅溢

loss making and it is not considered probable that taxable profits will

利，將於一至五年後到期。尚未就有關

be available against which the tax losses can be utilised.

稅項虧損確認遞延稅項資產，原因是有 關虧損乃於持續虧損的公司產生，而有 關公司會有應課稅溢利可抵銷虧損的可 能性不大。

86

China Singyes Solar Technologies Holdings Limited Interim Report 2016

– F-58 –

NOTES TO INTERIM CONDENSED FINANCIAL INFORMATION 中期簡明財務資料附註 For the six months ended 30 June 2016 截至二零一六年六月三十日止六個月

21. 遞延稅項（續）

21. DEFERRED TAX (Continued)

遞延稅項負債

Deferred tax liabilities

Withholding taxes 預扣稅 RMB’000 人民幣千元 At 1 January 2016 and at 30 June 2016 (unaudited)

於二零一六年一月一日及 於二零一六年六月三十日（未經審核）

86,860

Under the CIT Law of the PRC, withholding tax is imposed on dividends

根據中國企業所得稅法，中國附屬公司

declared in respect of profits earned by PRC subsidiaries from

須自二零零八年一月一日起就其賺取的

1 January 2008 onwards. Deferred taxation has not been provided for

溢利所宣派的股息繳納預扣稅。期內，

in the interim condensed financial information in respect of temporary

並無就中國附屬公司應佔溢利的暫時性

differences attributable to the profits of the PRC subsidiaries during the

差額於中期簡明財務資料中計提遞延稅

Period, as the Group is able to control the timing of the reversal of the

項撥備，原因是本集團可控制暫時性差

temporary differences and it is probable that the temporary differences

額轉回的時間，且暫時性差額於可預見

will not reverse in the foreseeable future. The aggregate amount of

未來很可能不會轉回。於二零一六年六

temporary differences associated with investments in subsidiaries

月三十日，與並無確認遞延稅項負債的

in Mainland China for which deferred tax liabilities have not been

中國大陸附屬公司投資有關的暫時性差

recognised totalled approximately RMB1,173,543,000 as at 30 June

額總額合共達約人民幣 1,173,543,000

2016 (31 December 2015: RMB848,182,000).

元（二零一五年十二月三十一日：人民 幣 848,182,000 元）。

– F-59 –

中國興業太陽能技術控股有限公司 二零一六年中期報告

87

NOTES TO INTERIM CONDENSED FINANCIAL INFORMATION 中期簡明財務資料附註 For the six months ended 30 June 2016 截至二零一六年六月三十日止六個月

22. 股本

22. SHARE CAPITAL

股份

Shares

30 June

31 December

2016

2015

二零一六年

二零一五年

六月三十日

十二月三十一日

RMB’000

RMB’000

人民幣千元

人民幣千元

(Unaudited) （未經審核） Authorised: 1,200,000,000 ordinary shares of US$0.01 each

Issued and fully paid:

法定： 1,200,000,000 股每股面值 0.01 美元 的普通股

12,000

12,000

6,951

6,951

46,443

46,443

已發行及繳足：

695,060,996 (31 December 2015: 695,060,996 股（二零一五年 695,060,996) ordinary shares

十二月三十一日：695,060,996 股）

of US$0.01 each

每股面值 0.01 美元的普通股

Equivalent to RMB’000

折合人民幣千元

There was no movement in the Company’s issued share capital during the Period.

88

China Singyes Solar Technologies Holdings Limited Interim Report 2016

– F-60 –

本公司已發行股本於本期間並無變動。

NOTES TO INTERIM CONDENSED FINANCIAL INFORMATION 中期簡明財務資料附註 For the six months ended 30 June 2016 截至二零一六年六月三十日止六個月

23. 購股權計劃

23. SHARE OPTION SCHEME The Company adopted a share option scheme (the “Scheme”) for the

本 公 司 運 作 一 個 購 股 權 計 劃（「 該 計

purpose of providing incentives and rewards to eligible participants

劃」），以向對本集團的成功經營做出貢

who contribute to the success of the Group’s operations. Eligible

獻的合格參與者提供鼓勵和獎勵。該計

participants of the Scheme include directors and employees of the

劃的合資格參與者包括本集團董事及員

Group. The Scheme was approved by the Company’s shareholders on

工。該計劃於二零零八年十二月十九日

19 December 2008 and, unless otherwise cancelled or amended, will

獲本公司股東批准，除非被取消或修

remain in force for 10 years from that date.

訂，否則該計劃從該日起保持十年的效 力。

The maximum number of unexercised share options currently

現時允許根據該計劃授出的未行使購股

permitted to be granted under the Scheme is an amount equivalent,

權最高數目為相等於（待其獲行使後）本

upon their exercise, to 10% of the shares of the Company in issue

公 司 於 任 何 時 候 已 發 行 股 份 之 10%。

at any time. The maximum number of shares issuable under share

於任何十二個月期間內可根據購股權向

options to each eligible participant in the Scheme within any 12-month

每名合資格參與者發行的最高股份數目

period is limited to 1% of the shares of the Company in issue at any

乃限於本公司於任何時候已發行股份之

time. Any further grant of share options in excess of this limit is subject

1%。進一步授出任何超出此限額的購

to shareholders’ approval in a general meeting.

股權須經股東於股東大會上批准。

Share options granted to a director, chief executive or substantial

授予本公司董事、行政總裁或主要股

shareholder of the Company, or to any of their associates, are subject

東，或彼等任何聯繫人士之購股權，均

to approval in advance by the independent non-executive directors.

須事先獲得獨立非執行董事之批准。此

In addition, any share options granted to a substantial shareholder or

外，於任何十二個月期間內授予本公司

an independent non-executive director of the Company, or to any of

主要股東或獨立非執行董事，或彼等任

their associates, in excess of 0.1% of the shares of the Company in

何聯繫人士之任何購股權，凡超過本公

issue at any time or with an aggregate value (based on the price of the

司於任何時候已發行股份之 0.1% 或其

Company’s shares at the date of grant) in excess of HK$5,000,000,

總值（根據本公司於授出日期之股價計

within any 12-month period, are subject to shareholders’ approval in

算）超過 5,000,000 港元，均須於股東大

advance in a general meeting.

會上事先取得股東之批准。

The offer of a grant of share options may be accepted within 28 days

授出購股權之要約可由承授人自要約日

from the date of offer upon payment of a nominal consideration of

期起計 28 日內於支付象徵式代價合共人

RMB1 in total by the grantee. The exercise period of the share options

民幣 1 元後接納。所授出購股權之行使

granted is determinable by the directors, and commences after a

期由董事釐定，並可於半年至三年之歸

vesting period of 0.5 to 3 years and ends on a date which is a period of

屬期後開始至自授出日期起計滿十年之

10 years from the date of grant.

日為止。

– F-61 –

中國興業太陽能技術控股有限公司 二零一六年中期報告

89

NOTES TO INTERIM CONDENSED FINANCIAL INFORMATION 中期簡明財務資料附註 For the six months ended 30 June 2016 截至二零一六年六月三十日止六個月

23. 購股權計劃（續）

23. SHARE OPTION SCHEME (Continued)

購股權之行使價由董事釐定，惟不可低

The exercise price of share options is determinable by the directors, but may not be less than the highest of (i) the HKSE closing price of

於以下最高者：(i) 本公司股份於購股權

the Company’s shares on the date of offer of the share options; (ii)

要約日期在香港聯交所之收市價；(ii) 本

the average HKSE closing price of the Company’s shares for the five

公司股份於緊接要約日期前五個交易日

trading days immediately preceding the date of offer; and (iii) the

在香港聯交所之平均收市價；及 (iii) 股

nominal value of a share.

份之面值。

Share options do not confer rights on the holders to dividends or to

購股權並不賦予持有人收取股息或在股

vote at shareholders’ meetings.

東大會上投票的權利。

The following share options were outstanding under the Scheme during

於本期間，該計劃下尚未行使之購股權

the Period:

如下： For the six months ended 30 June 截至六月三十日止六個月 2016

2015

二零一六年

二零一五年

Weighted average exercise price

Weighted average

Number

of options exercise price

Number

of options

加權平均

加權平均

行使價

購股權數目

HK$

’000

per share

90

行使價

購股權數目

HK$

’000

per share

每股港元

千份

每股港元

千份

At 1 January

於一月一日

5.31

24,414

3.21

19,448

Granted during the period

期內授出

–

–

11.70

6,000

Exercised during the period

期內行使

–

–

3.05

At 30 June

於六月三十日

5.31

24,414

5.31

China Singyes Solar Technologies Holdings Limited Interim Report 2016

– F-62 –

(984)

24,464

NOTES TO INTERIM CONDENSED FINANCIAL INFORMATION 中期簡明財務資料附註 For the six months ended 30 June 2016 截至二零一六年六月三十日止六個月

23. 購股權計劃（續）

23. SHARE OPTION SCHEME (Continued) The Group recognised a share option expense of HK$9,000,000

本集團於本期間確認購股權開支

(equivalent to approximately RMB7,568,000) during the Period

9,000,000 港 元（ 相 當 於 約 人 民 幣

(six months ended 30 June 2015: HK$2,578,000, equivalent to

7,568,000 元 ） （截至二零一五年六月

approximately RMB2,038,000).

三十日止六個月：2,578,000 港元（相當 於約人民幣 2,038,000 元））。

The exercise prices and exercise periods of the share options

於報告期末尚未行使購股權之行使價及

outstanding as at the end of the reporting period are as follows:

行使期如下：

For the six months ended 30 June Number of options 截至六月三十日止六個月

購股權數目 2016

2015

Exercise price

Exercise period

二零一六年 ’000

二零一五年

行使價

行使期

’000

HK$ per share

千份

千份

每股港元

2,772

2,782

3.58

23/01/10-22/07/19

3,321

3,341

3.58

23/07/10-22/07/19

5,121

5,141

3.58

23/07/11-22/07/19

1,440

1,440

2.68

11/10/12-10/10/21

1,440

1,440

2.68

11/10/13-10/10/21

1,440

1,440

2.68

11/10/14-10/10/21

1,440

1,440

2.68

11/10/15-10/10/21

1,440

1,440

2.68

11/10/16-10/10/21

2,000

2,000

11.70

22/5/16-21/5/25

2,000

2,000

11.70

22/5/17-21/5/25

2,000

2,000

11.70

22/5/18-21/5/25

24,414

24,464

– F-63 –

中國興業太陽能技術控股有限公司 二零一六年中期報告

91

NOTES TO INTERIM CONDENSED FINANCIAL INFORMATION 中期簡明財務資料附註 For the six months ended 30 June 2016 截至二零一六年六月三十日止六個月

23. SHARE OPTION SCHEME (Continued) At the end of the reporting period, the Company had 24,414,000 share

23. 購股權計劃（續） 於 報 告 期 末， 本 公 司 根 據 該 計 劃 有

options outstanding under the Scheme. The exercise in full of the

24,414,000 份尚未行使購股權。該等尚

outstanding share options would, under the present capital structure

未行使購股權倘全數獲行使，在本公司

of the Company, result in the issue of 24,414,000 additional ordinary

之現有資本架構下，將會導致額外發行

shares of the Company and additional share capital of US$244,140

24,414,000 股本公司普通股及產生額外

(equivalent to approximately HK$1,894,230) and share premium of

股本 244,140 美元（相等於約 1,894,230

approximately HK$127,747,890 (before issue expenses and after the

港 元 ）及 股 份 溢 價 約 127,747,890 港 元

amount to be transferred from share option reserve to share premium

（於扣除發行開支前及於扣除將於相關 購股權獲行使時由購股權儲備轉移至股

upon the exercise of the related share options).

份溢價的金額後）。 As at the date of approval of the interim condensed financial

於中期簡明財務資料獲批准日期，本公

information, the Company had 24,414,000 share options outstanding

司根據該計劃有 24,414,000 份尚未行使

under the Scheme, which represented approximately 3.51% of the

購股權，相當於本公司於該日已發行股

Company’s shares in issue as at that date.

份約 3.51%。

24. 或然負債

24. CONTINGENT LIABILITIES

92

At the end of the reporting period, the Group had no significant

於報告期末，本集團並無重大或然負

contingent liabilities.

債。

China Singyes Solar Technologies Holdings Limited Interim Report 2016

– F-64 –

NOTES TO INTERIM CONDENSED FINANCIAL INFORMATION 中期簡明財務資料附註 For the six months ended 30 June 2016 截至二零一六年六月三十日止六個月

25. OPERATING LEASE ARRANGEMENTS

25. 經營租賃安排

The Group leases certain of its office premises under operating lease

本集團根據經營租約安排租用若干辦公

arrangements. Leases for properties are negotiated for terms of one or

室物業。該等物業租約協定租期為一或

two years. At the end of the reporting period, the Group had total future

兩年。於報告期末，本集團根據於下列

minimum lease payments under non-cancellable operating leases

年期到期的不可撤銷經營租約的未來最

falling due as follows:

低應付租金總額如下： 30 June

31 December

2016

2015

二零一六年

二零一五年

六月三十日

十二月三十一日

RMB’000

RMB’000

人民幣千元

人民幣千元

(Unaudited) （未經審核） Within one year

一年內

In the second to fifth years, inclusive

第二至第五年（包括首尾兩年）

– F-65 –

696

571

–

20

696

591

中國興業太陽能技術控股有限公司 二零一六年中期報告

93

NOTES TO INTERIM CONDENSED FINANCIAL INFORMATION 中期簡明財務資料附註 For the six months ended 30 June 2016 截至二零一六年六月三十日止六個月

26. 承擔

26. COMMITMENTS In addition to the operating lease commitments detailed in note 25

除上文附註 25 詳述之經營租約承擔外，

above, the Group had the following capital commitments at the end of

於報告期末，本集團有下列資本承擔：

the reporting period: 30 June

31 December

2016

2015

二零一六年

二零一五年

六月三十日

十二月三十一日

RMB’000

RMB’000

人民幣千元

人民幣千元

(Unaudited) （未經審核） Contracted, but not provided for: Construction of buildings and

已訂約但未撥備： 建設樓宇及光伏電站

photovoltaic power stations Purchase of machinery

購買機器設備

Capital contributions

應付聯營公司注資

payable to associates

94

China Singyes Solar Technologies Holdings Limited Interim Report 2016

– F-66 –

720,100

250,030

–

5,318

45,787

38,962

765,887

294,310

NOTES TO INTERIM CONDENSED FINANCIAL INFORMATION 中期簡明財務資料附註 For the six months ended 30 June 2016 截至二零一六年六月三十日止六個月

27. 關連方交易

27. RELATED PARTY TRANSACTIONS (a)

In addition to the transactions detailed elsewhere in the interim

(a)

condensed financial information, the Group had the following

除中期簡明財務資料其他地方詳 述交易外，本期間本集團擁有下

transactions with related parties during the Period:

列與關連方的交易： For the six months ended 30 June 截至六月三十日止六個月

Associates:

2016

2015

二零一六年

二零一五年

RMB’000

RMB’000

人民幣千元

人民幣千元

(Unaudited)

(Unaudited)

（未經審核）

（未經審核）

聯營公司：

Sales of products

銷售產品

235,322

–

Construction contracts

建築合同

65,406

–

300,728

–

Interest-free advances

免息墊款

12,412

–

Loan*

貸款 *

50,000

–

The sales and construction services provided to associates were

向聯營公司提供之銷售及建築服

made according to the published prices and conditions offered

務，乃以提供予本集團主要客戶

to the major customers of the Group.

之已公佈價格及條件為依據。

*

*

Loan to an associate is unsecured, interest-bearing at a fixed rate of 4.75% per annum, which will fall due on 17 June 2018.

向聯營公司貸款為無抵押、以 固定年利率 4.75％計息，及將 於二零一八年六月十七日到期。

– F-67 –

中國興業太陽能技術控股有限公司 二零一六年中期報告

95

NOTES TO INTERIM CONDENSED FINANCIAL INFORMATION 中期簡明財務資料附註 For the six months ended 30 June 2016 截至二零一六年六月三十日止六個月

27. RELATED PARTY TRANSACTIONS (Continued) (b)

Other transactions with related parties

27. 關連方交易（續） (b)

與關連方的其他交易

As at 30 June 2016, details of bank and other loans guarantees

於二零一六年六月三十日，本集

provided by related parties of the Group for nil consideration are

團關連方無償提供之銀行及其他

as follows:

貸款擔保如下：

(i)

(i)

the Group’s bank and other loans of RMB550,821,000

本集團之銀行及其他貸款人 民幣 550,821,000 元由劉紅

were guaranteed by Mr. Liu Hongwei;

維先生擔保； (ii)

the Group’s bank and other loans of RMB128,000,000

(ii)

本集團之銀行及其他貸款人

were guaranteed jointly by Messrs. Liu Hongwei and Sun

民幣 128,000,000 元由劉紅

Jinli;

維先生及孫金禮先生共同擔 保；

(iii)

the Group’s bank loans of RMB128,800,000 were

(iii)

本集團之銀行貸款人民幣 128,800,000 元由劉紅維先

guaranteed jointly by Messrs. Liu Hongwei and Xie Wen;

生及謝文先生共同擔保； (iv)

the Group’s bank loans of RMB100,000,000 were

(iv)

本集團之銀行貸款人民幣

guaranteed jointly by Messrs. Liu Hongwei, Sun Jinli and

100,000,000 元由劉紅維先

Xie Wen;

生、孫金禮先生及謝文先生 共同擔保；

(v)

the Group’s bank loans of RMB100,000,000 were jointly

(v)

本集團之銀行貸款人民幣

guaranteed by Mr. Liu Hongwei and his spouse, Ms. Li

100,000,000 元由劉紅維先

Wei Mr. Sun Jinli and his spouse; Ms. Wang Yanfang;

生及其配偶李薇女士、孫金 禮先生及其配偶王豔芳女士 共同擔保；

(vi)

t h e G r o u p ’s b a n k l o a n s w i t h a p r i n c i p a l o f

(vi)

本 集 團 之 銀 行 貸 款

HK$208,702,000 (equivalent to approximately

208,702,000 港 元（ 相 當 於

RMB178,371,000) were guaranteed jointly by Messrs. Liu

約 人 民 幣 178,371,000 元 ）

Hongwei and Sun Jinli; and

由劉紅維先生及孫金禮先生 共同擔保；及

(vii)

the Group’s bank loans with a principal of US$3,907,000 (equivalent to approximately RMB25,905,000) were guaranteed jointly by Messrs. Liu Hongwei and Sun Jinli.

(vii)

本 集 團 之 銀 行 貸 款 3,907,000 美 元（ 相 當 於 約 人民幣 25,905,000 元）由劉 紅維先生及孫金禮先生共同 擔保。

96

China Singyes Solar Technologies Holdings Limited Interim Report 2016

– F-68 –

NOTES TO INTERIM CONDENSED FINANCIAL INFORMATION 中期簡明財務資料附註 For the six months ended 30 June 2016 截至二零一六年六月三十日止六個月

27. RELATED PARTY TRANSACTIONS (Continued) (c)

Outstanding balances with related parties

Due from an associate:

27. 關連方交易（續） (c)

關連方未償還結餘 2016

2015

二零一六年 RMB’000

二零一五年 RMB’000

人民幣千元

人民幣千元

應收一間聯營公司：

Trade receivables

應收貿易款項

143,792

63,629

Other receivables

其他應收款項

68,622

6,210

212,414

69,839

17,258

–

Due to an associate: Other payables

應付一間聯營公司： 其他應付款項

The above balances are unsecured, interest-free. The credit

上述結餘為無抵押及免息。授予

terms granted to an associate are consistent with the terms

一間聯營公司信貸期乃與提供予

offered to the major customers of the Group. Other receivables

本集團主要客戶之期限一致。其

due from an associate have no fixed terms of repayment.

他應收聯營公司款項並無固定還 款期限。

(d)

Compensation of key management personnel of the Group

(d)

本集團主要管理人員的薪酬

For the six months ended 30 June 截至六月三十日止六個月

Salaries, allowances and

2015 二零一五年 RMB’000

人民幣千元

人民幣千元

(Unaudited)

(Unaudited)

（未經審核）

（未經審核）

薪金、津貼及實物利益

benefits in kind Pension scheme contributions

2016 二零一六年 RMB’000

退休金計劃供款

– F-69 –

5,476

6,017

99

174

5,575

6,191

中國興業太陽能技術控股有限公司 二零一六年中期報告

97

NOTES TO INTERIM CONDENSED FINANCIAL INFORMATION 中期簡明財務資料附註 For the six months ended 30 June 2016 截至二零一六年六月三十日止六個月

28. 金融資產轉讓

28. TRANSFERS OF FINANCIAL ASSETS

未完全終止確認的已轉讓金融資產

Transferred financial assets that are not derecognised in their entirety

30 June 2016 二零一六年 六月三十日 RMB’000 人民幣千元 (Unaudited) （未經審核）

Notes 附註 Carrying amount of assets that continued to be recognised: Discounted Bills Endorsed Bills

(a)

31 December 2015 二零一五年 十二月三十一日 RMB’000 人民幣千元

繼續確認的資產賬面值： 貼現票據 背書票據

(a) (b)

(a)

Discounted Bills

84,000 10,968

255,840 144,189

94,968

400,029

貼現票據

At 30 June 2016, the Group discounted certain bills receivable

於二零一六年六月三十日，本集

(the “Discounted Bills”) with a total carrying amount of

團將總賬面值人民幣 84,000,000

RMB84,000,000 (31 December 2015: RMB255,840,000)

元（二零一五年十二月三十一日：

to certain local banks in the PRC. The Discounted Bills have

人民幣 255,840,000 元）的若干應

a maturity from two to eleven months at 30 June 2016. In

收票據（「貼現票據」 ）貼現予中國

accordance with the law of Negotiable Instruments in the PRC,

若干當地銀行。於二零一六年六

the holders of the Discounted Bills have a right of resource

月三十日，貼現票據的到期時間

against the Group if the PRC banks default. In the opinion of

為兩至十一個月。根據中國票據

the directors, the Group has retained the substantial risks and

法，如中國銀行違約，貼現票據

rewards, which include default risks relating to the Discounted

持有人有權向本集團追索。董事

Bills, and accordingly, it continued to recognise the carrying

認為，本集團保留大部分風險及

amounts of the Discounted Bills and the respective bank loans

回報（包括貼現票據違約風險），

(the carrying amounts of the Discounted Bills deduct the

因此繼續確認貼現票據及相關銀

discount interest). Subsequent to the discounting, the Group did

行貸款的賬面值（貼現票據的賬

not retain any rights on the use of the Discounted Bills, including

面 值 扣 除 貼 現 利 息 ）。 貼 現 後，

sale, transfer or pledge of the Discounted Bills to any other

本集團並無保留使用貼現票據的

third parties. The aggregate carrying amount of the bank loans

任何權利，包括向任何其他第三

recognised due to the Discounted Bills was RMB81,975,000 (31

方出售、轉讓或抵押貼現票據。

December 2015: RMB251,699,000) as at 30 June 2016.

因貼現票據而確認的銀行貸款於 二零一六年六月三十日的總賬面 值 為 人 民 幣 81,975,000 元（ 二 零 一五年十二月三十一日：人民幣 251,699,000 元）。

98

China Singyes Solar Technologies Holdings Limited Interim Report 2016

– F-70 –

NOTES TO INTERIM CONDENSED FINANCIAL INFORMATION 中期簡明財務資料附註 For the six months ended 30 June 2016 截至二零一六年六月三十日止六個月

28. 金融資產轉讓（續）

28. TRANSFERS OF FINANCIAL ASSETS (Continued) (b)

(b)

Endorsed Bills

背書票據

At 30 June 2016, the Group endorsed certain bills receivable

於二零一六年六月三十日，本集

accepted by certain local banks in the PRC (the “Endorsed

團將中國若干當地銀行接受的總

Bills”) with a total carrying amount of RMB10,968,000 (31

賬 面 值 人 民 幣 10,968,000 元（ 二

December 2015: RMB144,189,000) to certain of its suppliers

零一五年十二月三十一日：人民

in order to settle the trade payables due to those suppliers. The

幣 144,189,000 元）的若干應收票

Endorsed Bills had a maturity of one to five months at 30 June

據（「背書票據」 ）背書予若干供應

2016. In accordance with the Law of Negotiable Instruments

商，以結算應付該等供應商的貿

in the PRC, the holders of the Endorsed Bills have a right of

易及其他應付款項。於二零一六

recourse against the Group if the PRC banks default. In the

年六月三十日，背書票據的到期

opinion of the directors, the Group has retained the substantial

時間為一至五個月。根據中國票

risks and rewards, which include default risks relating to the

據法，如中國銀行違約，背書票

Endorsed Bills, and accordingly, it continued to recognise the full

據持有人有權向本集團追索。董

carrying amounts of the Endorsed Bills and the associated trade

事 認 為， 本 集 團 已 保 留 大 部 分

payables settled. Subsequent to the endorsement, the Group did

風險及回報（包括背書票據違約

not retain any rights on the use of the Endorsed Bills, including

風險） ，因此繼續確認背書票據

sale, transfer or pledge of the Endorsed Bills to any other third

及相關已結算應付貿易款項的全

parties. The aggregate carrying amount of the trade and other

部賬面值。背書後，本集團並無

payables settled by the Endorsed Bills during the year to which

保留使用背書票據的任何權利，

the suppliers have recourse was RMB10,968,000 as at 30 June

包括向任何其他第三方出售、轉

2016 (31 December 2015: RMB144,189,000).

讓或抵押背書票據。年內以供應 商有追索權的背書票據結算的貿 易及其他應付款項於二零一六年 六月三十日的總賬面值為人民幣 10,968,000 元（ 二 零 一 五 年 十 二 月三十一日：人民幣 144,189,000 元）。

– F-71 –

中國興業太陽能技術控股有限公司 二零一六年中期報告

99

NOTES TO INTERIM CONDENSED FINANCIAL INFORMATION 中期簡明財務資料附註 For the six months ended 30 June 2016 截至二零一六年六月三十日止六個月

28. TRANSFERS OF FINANCIAL ASSETS (Continued)

28. 金融資產轉讓（續）

Transferred financial assets that are derecognised in their entirety

已完全終止確認的已轉讓金融資 產

As at 30 June 2016, the Group discounted certain bills receivable

於二零一六年六月三十日，本集團終止

accepted by certain reputable banks in the PRC, with a carrying

中國若干知名銀行接受的賬面值共人

amount in aggregate of RMB198,910,000 (referred to as the

民幣 198,910,000 元的應收票據（「終止

“Derecognised Bills”, 31 December 2015: RMB698,403,000). The

確認票據」，二零一五年十二月三十一

Derecognised Bills had a maturity from one to six months at the end

日：人民幣 698,403,000 元）。於報告期

of the reporting period. In accordance with the Law of Negotiable

末，終止確認票據的到期時間為一至六

Instruments in the PRC, the holders of the Derecognised Bills have

個月。根據中國票據法，如中國銀行違

a right of recourse against the Group if the PRC banks default (the

約，終止確認票據持有人有權向本集團

“Continuing Involvement”). In the opinion of the directors, the Group

追索（「持續參與」 ）。董事認為，本集團

has transferred substantially all risks and rewards relating to the

已轉讓與終止確認票據有關的絕大部分

Derecognised Bills. Accordingly, it has derecognised the full carrying

風險及回報。因此，本集團已終止確認

amount of the Derecognised Bills. The maximum exposure to loss from

終止確認票據的全部賬面值。本集團持

the Group’s Continuing Involvement in the Derecognised Bills and the

續參與終止確認票據及購回該等終止確

undiscounted cash flows to repurchase these Derecognised Bills is

認票據的未貼現現金流量面臨的最高損

equal to their carrying amounts. In the opinion of the directors, the fair

失風險等於其賬面值。董事認為，本集

values of the Group’s Continuing Involvement in the Derecognised Bills

團持續參與終止確認票據的公平值並不

are not significant.

重大。

During the Period, the Group has recognised interest expense of

期內，本集團確認應收貼現票據的利

RMB7,745,000 (six months ended 30 June 2015: RMB12,157,000)

息 開 支 人 民 幣 7,745,000 元（ 截 至 二 零

(note 5) on discounted bills receivable. No gains or losses were

一五年六月三十日止六個月：人民幣

recognised from the Continuing Involvement, both during the year or

12,157,000 元） （附註 5）。並無因持續

cumulatively.

參與而於年內或累計確認任何收益或虧 損。

100

China Singyes Solar Technologies Holdings Limited Interim Report 2016

– F-72 –

NOTES TO INTERIM CONDENSED FINANCIAL INFORMATION 中期簡明財務資料附註 For the six months ended 30 June 2016 截至二零一六年六月三十日止六個月

29. 金融工具的公平值及公平值 等級

29. FAIR VALUE AND FAIR VALUE HIERARCHY OF FINANCIAL INSTRUMENTS The carrying amounts and fair values of the Group’s financial

本集團金融工具的賬面值及公平值（因

instruments, other than those with carrying amounts that reasonably

到期時間較短，賬面值與公平值合理相

approximate to fair values due to short term to maturity, are as follows:

若者除外）如下：

Carrying amounts 賬面值 30 June 31 December 2016

2015

Fair values 公平值 30 June 31 December 2016

2015

二零一六年 二零一五年 六月三十日 十二月三十一日 RMB’000 RMB’000

二零一六年 二零一五年 六月三十日 十二月三十一日 RMB’000 RMB’000

人民幣千元

人民幣千元

人民幣千元

(unaudited)

(unaudited)

（未經審核）

（未經審核）

人民幣千元

Financial assets

金融資產

Available-for-sale investments

可供出售投資

Life insurance contracts

人壽保險合約

21,322

20,901

21,322

20,901

Asset management plan

資產管理計劃

22,643

–

22,643

–

43,965

20,901

43,965

20,901

Financial liabilities

金融負債

Derivative financial

衍生金融工具

instruments

2,171

–

2,171

–

Convertible bonds

可換股債券

691,237

697,569

764,848

825,070

2017 Senior Notes

二零一七年優先票據

550,992

548,200

499,155

527,045

2018 Senior Notes

二零一八年優先票據

204,478

198,492

213,806

215,815

Interest-bearing bank and

附息銀行及

other loans,

其他貸款，

non-current portion:

非流動部分：

Bank loans

銀行貸款

1,421,100

1,368,963

1,398,480

1,383,138

Other loans

其他貸款

306,228

172,943

282,704

172,943

3,176,206

2,986,167

3,161,164

3,124,011

– F-73 –

中國興業太陽能技術控股有限公司 二零一六年中期報告

101

NOTES TO INTERIM CONDENSED FINANCIAL INFORMATION 中期簡明財務資料附註 For the six months ended 30 June 2016 截至二零一六年六月三十日止六個月

29. FAIR VALUE AND FAIR VALUE HIERARCHY OF FINANCIAL INSTRUMENTS (Continued)

29. 金融工具的公平值及公平值 等級（續）

Management has assessed that the fair values of cash and cash

管理層已評估，現金及現金等價物、抵

equivalents, pledged deposits, trade and bills receivables, trade and

押 存 款、 應 收 貿 易 賬 款 及 應 收 票 據、

bills payables, financial assets included in prepayments, deposits and

應付貿易賬款及應付票據、計入預付款

other receivables, and financial liabilities included in other payables

項、訂金及其他應收款項的金融資產以

and accruals approximate to their carrying amounts largely due to the

及計入其他應付款項及應計款項的金融

short term maturities of these instruments.

負債的公平值與其賬面值相若，主要是 由於該等工具到期時間較短所致。

The fair values of the financial assets and liabilities are included at

金融資產及金融負債的公平值乃按該工

the amount at which the instrument could be exchanged in a current

具於自願交易方當前交易（非強迫或清

transaction between willing parties, other than in a forced or liquidation

盤銷售）中可交換的金額入賬。

sale. The following methods and assumptions were used to estimate the fair

估計公平值時採用以下方法及假設：

values: The Group has entered into derivative financial instruments, such as

本集團已與銀行訂立衍生金融工具，如

interest rate swaps and cross-currency interest rate swaps, with the

利率掉期及交叉貨幣利率掉期。利率掉

banks. The fair value of the interest rate swaps and cross-currency

期及交叉貨幣利率掉期的公平值由獨立

interest rate swaps was estimated by the independent professional

專業估值師使用貼現現金流法估計，估

valuer using the discounted cash flow method and the estimation

計包括並無可觀察市場價格或費率支

included some assumptions not supported by observable market rates

持的部分假設（如信貸風險、貼現率及

such as credit risk, discount rate and expected future cash flows. The

預期未來現金流量），因此存在不確定

carrying amounts of interest rate swaps and cross-currency interest

性。利率掉期及交叉貨幣利率掉期的賬

rate swaps are the same as their fair values.

面值與其公平值相同。

The fair value of the 2019 Convertible Bonds was valued by estimating

二零一九年可換股債券的公平值透過使

the value of the whole bond with and without the embedded derivatives

用二項式期權定價模型估計整份債券附

using the binomial option pricing model. The model incorporates

帶及不附帶嵌入式衍生工具時的價值而

inputs including market price, discount rates and share price volatility.

評估。該模型計入市價、貼現率及股價

Value used for significant unobservable input: volatility at 58.38%.

波幅等輸入數據。就重大不可觀察輸入

If the volatility rate had been 3% higher/lower than management’s

數據使用的數值：波幅 58.38%。如於

estimates at 30 June 2016, the fair value of conversion rights would

二零一六年六月三十日的波動率較管理

have increased/decreased by RMB1,672,000 and RMB1,525,000,

層估計高╱低 3%，則轉換權的公平值 將分別增加╱減少人民幣 1,672,000 元

respectively.

及人民幣 1,525,000 元。

102

China Singyes Solar Technologies Holdings Limited Interim Report 2016

– F-74 –

NOTES TO INTERIM CONDENSED FINANCIAL INFORMATION 中期簡明財務資料附註 For the six months ended 30 June 2016 截至二零一六年六月三十日止六個月

29. FAIR VALUE AND FAIR VALUE HIERARCHY OF FINANCIAL INSTRUMENTS (Continued)

29. 金融工具的公平值及公平值 等級（續）

The fair values of the 2017 Senior Notes are based on quoted market

二零一七年優先票據的公平值基於活躍

price (unadjusted) in active markets.

市場的市場報價（未經調整）。

The fair values of the 2018 Senior Notes have been calculated by

二零一八年優先票據的公平值通過將合

discounting the contractual cash flows over the remaining contractual

約現金流量按無風險利率加信貸息差及

term of the 2018 Senior Notes at the risk free interest rate plus credit

流動性息差於二零一八年優先票據的剩

spread and liquidity spread.

餘合約期限內折現計算。

The fair values of the non-current portion of the Group’s interest-

本集團附息銀行及其他貸款的非即期部

bearing bank and other loans have been calculated by discounting

分的公平值乃透過採用具備類似條款、

the expected future cash flows using rates currently available for

信貸風險及餘下到期時間的工具現時可

instruments with similar terms, credit risk and remaining maturities,

得利率貼現預期未來現金流，並就本集

adjusted by the Group’s own non-performance risk where appropriate.

團的違約風險進行調整（如適用）後計

Value used for significant unobservable input: discount rate from 1.22%

算。重大不可觀察的輸入數據：根據個

to 9.55% based on individual loan.

別貸款的貼現率 1.22% 至 9.55%。

The fair values of the available-for-sale investment relating to the life

有關人壽保險合約可供出售投資的公平

insurance contracts are based on the quoted price in a non-active

值乃根據於各報告期末自滙豐人壽取得

market obtained from HSBC Life at the end of each reporting period.

的非活躍市場報價計算。

The fair values of the available-for-sale investment relating to the

有關特定資產管理計劃之可供出售投資

specific asset management plan is calculated by discounting the

公平值通過將合約現金流量按無風險利

contractual cash flows over the remaining contractual term of the

率加信貸息差於特定資產管理計劃之剩

specific asset management plans at the risk free interest rate plus

餘合約期限內折現計算。

credit spread.

– F-75 –

中國興業太陽能技術控股有限公司 二零一六年中期報告

103

NOTES TO INTERIM CONDENSED FINANCIAL INFORMATION 中期簡明財務資料附註 For the six months ended 30 June 2016 截至二零一六年六月三十日止六個月

29. 金融工具的公平值及公平值 等級（續）

29. FAIR VALUE AND FAIR VALUE HIERARCHY OF FINANCIAL INSTRUMENTS (Continued)

公平值等級

Fair value hierarchy The following tables illustrate the fair value measurement hierarchy of

下表列示本集團金融工具的公平值計量

the Group’s financial instruments:

等級：

Assets measured at fair value:

按公平值計量的資產：

As at 30 June 2016

於二零一六年六月三十日 Fair value measurement using 使用下列各項的公平值計量 Quoted prices Significant Significant in active observable unobservable markets inputs inputs (Level 1) (Level 2) (Level 3) 活躍市場 重大可觀察 重大不可觀 報價 輸入數據 察輸入數據 （第 1 層） （第 2 層） （第 3 層） RMB’000 RMB’000 RMB’000 人民幣千元 人民幣千元 人民幣千元

Available-for-sale investments Life insurance contracts Asset management plan

可供出售投資 人壽保險合約 資產管理計劃

21,322 –

– 22,643

21,322 22,643

–

21,322

22,643

43,965

於二零一五年十二月三十一日 Fair value measurement using 使用下列各項的公平值計量 Quoted prices Significant Significant in active observable unobservable markets inputs inputs (Level 1) (Level 2) (Level 3) 活躍市場 重大可觀察 重大不可觀 報價 輸入數據 察輸入數據 （第 1 層） （第 2 層） （第 3 層） RMB’000 RMB’000 RMB’000 人民幣千元 人民幣千元 人民幣千元

104

總計 RMB’000 人民幣千元

– –

As at 31 December 2015

Available-for-sale investments Life insurance contracts

Total

可供出售投資 人壽保險合約

China Singyes Solar Technologies Holdings Limited Interim Report 2016

– F-76 –

–

20,901

–

Total

總計 RMB’000 人民幣千元

20,901

NOTES TO INTERIM CONDENSED FINANCIAL INFORMATION 中期簡明財務資料附註 For the six months ended 30 June 2016 截至二零一六年六月三十日止六個月

29. 金融工具的公平值及公平值 等級（續）

29. FAIR VALUE AND FAIR VALUE HIERARCHY OF FINANCIAL INSTRUMENTS (Continued) Fair value hierarchy (Continued)

公平值等級（續）

Liabilities measured at fair value:

按公平值計量的負債：

As at 30 June 2016

於二零一六年六月三十日 Fair value measurement using 使用下列各項的公平值計量 Quoted prices Significant Significant in active observable unobservable markets inputs inputs (Level 1) (Level 2) (Level 3) 活躍市場 重大可觀察 重大不可觀 報價 輸入數據 察輸入數據 （第 1 層） （第 2 層） （第 3 層） RMB’000 RMB’000 RMB’000 人民幣千元 人民幣千元 人民幣千元

Derivative financial instruments Convertible bonds: Conversion rights (note 18)

衍生金融工具 可換股債券： 轉換權（附註 18）

總計 RMB’000 人民幣千元

–

2,171

–

2,171

–

–

20,239

20,239

–

2,171

20,239

22,410

於二零一五年十二月三十一日

As at 31 December 2015

Fair value measurement using 使用下列各項的公平值計量 Quoted prices Significant Significant in active observable unobservable markets inputs inputs (Level 1) (Level 2) (Level 3) 活躍市場 重大可觀察 重大不可觀 報價 輸入數據 察輸入數據 （第 1 層） （第 2 層） （第 3 層） RMB’000 RMB’000 RMB’000 人民幣千元 人民幣千元 人民幣千元 Derivative financial instruments Convertible bonds: Conversion rights (note 18)

Total

衍生金融工具 可換股債券： 轉換權（附註 18）

During the Period, there were no transfers of fair value measurements

Total

總計 RMB’000 人民幣千元

–

–

–

–

–

–

63,552

63,552

於本期間，金融資產及金融負債公平值

between Level 1 and Level 2 and no transfers into or out of Level 3 for

計量並無於第 1 層及第 2 層之間轉移，

both financial assets and financial liabilities.

亦並無轉入或轉出第 3 層。

– F-77 –

中國興業太陽能技術控股有限公司 二零一六年中期報告

105

NOTES TO INTERIM CONDENSED FINANCIAL INFORMATION 中期簡明財務資料附註 For the six months ended 30 June 2016 截至二零一六年六月三十日止六個月

29. 金融工具的公平值及公平值 等級（續）

29. FAIR VALUE AND FAIR VALUE HIERARCHY OF FINANCIAL INSTRUMENTS (Continued) Fair value hierarchy (Continued)

公平值等級（續）

Liabilities for which fair values are disclosed:

披露公平值的負債：

As at 30 June 2016

於二零一六年六月三十日 Fair value measurement using 使用下列各項的公平值計量 Quoted prices in active markets (Level 1) 活躍市場 報價 （第 1 層）

Convertible bonds – Liability component (note 18) 2017 Senior Notes (note 19) 2018 Senior Notes (note 19) Interest-bearing bank and other loans, non-current portion

106

Significant

Significant

observable unobservable inputs (Level 2)

inputs (Level 3)

重大可觀察

重大不可觀

輸入數據

察輸入數據

（第 2 層）

（第 3 層）

Total

總計

RMB’000

RMB’000

RMB’000

RMB’000

人民幣千元

人民幣千元

人民幣千元

人民幣千元

–

–

744,609

744,609

499,155

–

–

499,155

–

–

213,806

213,806

–

–

1,681,184

1,681,184

499,155

–

2,639,599

3,138,754

可換股債券 – 負債部分（附註 18） 二零一七年優先票據 （附註 19） 二零一八年優先票據 （附註 19） 附息銀行及其他貸款， 非流動部分

China Singyes Solar Technologies Holdings Limited Interim Report 2016

– F-78 –

NOTES TO INTERIM CONDENSED FINANCIAL INFORMATION 中期簡明財務資料附註 For the six months ended 30 June 2016 截至二零一六年六月三十日止六個月

29. 金融工具的公平值及公平值 等級（續）

29. FAIR VALUE AND FAIR VALUE HIERARCHY OF FINANCIAL INSTRUMENTS (Continued) Fair value hierarchy (Continued)

公平值等級（續）

Liabilities for which fair values are disclosed: (Continued)

披露公平值的負債：（續）

As at 31 December 2015

於二零一五年十二月三十一日 Fair value measurement using 使用下列各項的公平值計量 Quoted prices in active markets (Level 1) 活躍市場 報價 （第 1 層）

Convertible bonds – Liability component (note 18) 2017 Senior Notes (note 19) 2018 Senior notes (note 19) Interest-bearing bank and other loans, non-current portion

Significant

Significant

observable unobservable inputs (Level 2)

inputs (Level 3)

重大可觀察

重大不可觀

輸入數據

察輸入數據

（第 2 層）

（第 3 層）

Total

總計

RMB’000

RMB’000

RMB’000

RMB’000

人民幣千元

人民幣千元

人民幣千元

人民幣千元

–

–

697,569

697,569

527,045

–

–

527,045

–

–

215,815

215,815

–

–

1,556,081

1,556,081

527,045

–

2,469,465

2,996,510

可換股債券 – 負債部分（附註 18） 二零一七年優先票據 （附註 19） 二零一八年優先票據 （附註 19） 附息銀行及其他貸款， 非流動部分

– F-79 –

中國興業太陽能技術控股有限公司 二零一六年中期報告

107

NOTES TO INTERIM CONDENSED FINANCIAL INFORMATION 中期簡明財務資料附註 For the six months ended 30 June 2016 截至二零一六年六月三十日止六個月

30. EVENTS AFTER THE REPORTING PERIOD On 11 July 2016, the Company completed the rights issue on the

30. 報告期後事項 於二零一六年七月十一日，本公司完成

basis of one right share for every five existing shares held, on a pro

按比例每持有五股現有股份獲發一股

rata basis, 139,012,199 rights shares were issued at the subscription

供股股份之基準以每股供股股份 2.60

price of HK$2.60 per share. Net proceeds from the rights issue

港 元 之 認 購 價 進 行 139,012,199 股 供

were approximately HK$354,340,000 (equivalent to approximately

股股份之供股。供股之所得款項淨額

RMB304,980,438), after deducting related expenses of approximately

約 為 354,340,000 港 元（ 相 當 於 約 人 民

HK$7,030,000 (equivalent to approximately RMB6,102,263).

幣 304,980,438 元 ）， 扣 除 相 關 開 支 後 約 為 7,030,000 港 元（ 相 當 於 約 人 民 幣 6,102,263 元）。

31. 比較數字

31. COMPARATIVE FIGURES Certain comparative figures have been reclassified to conform with the

若干比較數字已予重新分類，以與本期

current period’s presentation.

間的呈報一致。

32. APPROVAL OF THE INTERIM CONDENSED FINANCIAL INFORMATION

108

32. 批准中期簡明財務資料

The interim condensed financial information was approved and

中期簡明財務資料於二零一六年八月

authorised for issue by the board of directors on 30 August 2016.

三十日獲董事會批准及授權刊發。

China Singyes Solar Technologies Holdings Limited Interim Report 2016

– F-80 –

二零一五年年報 中國興業太陽能技術控股有限公司

INDEPENDENT AUDITORS’ REPORT 獨立核數師報告

To the shareholders of China Singyes Solar Technologies Holdings Limited

致中國興業太陽能技術控股有限公司全體股東

（於百慕達註冊成立之有限責任公司）

(Incorporated in Bermuda with limited liability) We have audited the consolidated financial statements of China Singyes

我們已審核載於第 69 頁至 232 頁的中國興業

Solar Technologies Holdings Limited (the “Company”) and its subsidiaries

太陽能技術控股有限公司（「貴公司」 ）及其附

set out on pages 69 to 232, which comprise the consolidated statement of

屬公司之綜合財務報表，此等財務報表包括二

financial position as at 31 December 2015, and the consolidated statement

零一五年十二月三十一日的綜合財務狀況表與

of profit or loss and other comprehensive income, the consolidated statement

截至該日止年度的綜合損益及其他全面收益

of changes in equity and the consolidated statement of cash flows for the

表、綜合權益變動表及綜合現金流量表以及主

year then ended, and a summary of significant accounting policies and other

要會計政策概要和其他附註解釋。

explanatory information.

DIRECTORS’ RESPONSIBILITY FOR THE CONSOLIDATED FINANCIAL STATEMENTS

董事就綜合財務報表須承擔的責 任

The directors of the Company are responsible for the preparation of

貴公司董事須負責根據國際財務報告準則和香

consolidated financial statements that give a true and fair view in accordance

港公司條例的披露規定，編製及真實公平呈列

with International Financial Reporting Standards and the disclosure

綜合財務報表，及落實其認為編製綜合財務報

requirements of the Hong Kong Companies Ordinance, and for such internal

表所必要的內部控制，以使綜合財務報表不存

control as the directors determine is necessary to enable the preparation of

在由於欺詐或錯誤而導致的重大錯誤陳述。

consolidated financial statements that are free from material misstatement, whether due to fraud or error.

AUDITORS’ RESPONSIBILITY

核數師的責任

Our responsibility is to express an opinion on these consolidated financial

我們的責任是根據我們的審核對該等綜合財務

statements based on our audit. Our report is made solely to you, as a body, in

報表作出意見。我們的報告依據一九八一年百

accordance with section 90 of the Bermuda Companies Act 1981, and for no

慕達公司法第 90 條僅為全體股東編製，而並

other purpose. We do not assume responsibility towards or accept liability to

不可作其他目的。我們概不就本報告的內容對

any other person for the contents of this report.

其他任何人士負責或承擔責任。

– F-81 –

67 67

68 68

China Singyes Solar Technologies Holdings Limited Annual Report 2015

INDEPENDENT AUDITORS’ REPORT 獨立核數師報告

We conducted our audit in accordance with Hong Kong Standards on

我們已根據香港會計師公會頒佈的香港審核準

Auditing issued by the Hong Kong Institute of Certified Public Accountants.

則的規定執行審核。這些準則要求我們遵守職

Those standards require that we comply with ethical requirements and plan

業道德規範，並規劃及執行審核，從而合理確

and perform the audit to obtain reasonable assurance about whether the

定此等綜合財務報表是否不存有任何重大錯誤

consolidated financial statements are free from material misstatement.

陳述。

An audit involves performing procedures to obtain audit evidence about

審核涉及執行程序以獲取有關綜合財務報表所

the amounts and disclosures in the consolidated financial statements. The

載金額和披露資料的審核證據。所選定的程序

procedures selected depend on the auditors’ judgement, including the

取決於核數師的判斷，包括評估由於欺詐或錯

assessment of the risks of material misstatement of the consolidated financial

誤而導致綜合財務報表存有重大錯誤陳述的

statements, whether due to fraud or error. In making those risk assessments,

風險。在評估該等風險時，核數師考慮與合併

the auditors consider internal control relevant to the entity’s preparation of

財務報表編制和公平列報相關的內部控制，以

consolidated financial statements that give a true and fair view in order to

設計適當的審核程序，但並非對公司的內部控

design audit procedures that are appropriate in the circumstances, but not

制的有效性發表意見。審核亦包括評價董事所

for the purpose of expressing an opinion on the effectiveness of the entity’s

採用的會計政策的合適性及作出的會計估計的

internal control. An audit also includes evaluating the appropriateness of

合理性，以及評價綜合財務報表的整體列報方

accounting policies used and the reasonableness of accounting estimates

式。

made by the directors, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and

我們相信，我們所獲得的審核證據充足且適當

appropriate to provide a basis for our audit opinion.

地為我們的審核意見提供基礎。

OPINION

意見

In our opinion, the consolidated financial statements give a true and fair

我們認為，該等綜合財務報表已根據國際財務

view of the financial position of the Company and its subsidiaries as at 31

報告準則真實而公平地反映貴公司及其附屬公

December 2015, and of their financial performance and cash flows for

司於二零一五年十二月三十一日的財務狀況及

the year then ended in accordance with International Financial Reporting

截至該日止年度的財務表現和現金流量，並已

Standards and have been properly prepared in compliance with the

遵照香港公司條例之披露規定妥為編製。

disclosure requirements of the Hong Kong Companies Ordinance.

Ernst & Young

安永會計師事務所

Certified Public Accountants

執業會計師

Hong Kong

香港

30 March 2016

二零一六年三月三十日

– F-82 –

二零一五年年報 中國興業太陽能技術控股有限公司

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME 綜合損益及其他全面收益表 Year ended 31 December 2015 截至二零一五年十二月三十一日止年度

2015

2014

二零一五年

二零一四年

Notes

RMB’000

RMB’000

附註

人民幣千元

人民幣千元

4

4,182,049

5,011,426

(3,297,666)

(3,962,402)

REVENUE

收入

Cost of sales

銷售成本

Gross profit

毛利

Tariff adjustment

電價補貼

4

Other income and gains

其他收入及收益

5

Selling and distribution expenses

銷售及分銷開支

Administrative expenses

行政開支

(385,984)

(270,689)

Other expenses

其他開支

(13,067)

(101,851)

(316,911)

(237,923)

Finance costs

融資成本

Share of losses of associates

分佔聯營公司虧損

Fair value gains on conversion

可換股債券轉換權

rights of convertible bonds

的公平值收益

6

884,383

1,049,024

57,387

31,734

172,210

201,887

(108,290)

(88,988)

(5,944)

–

29(b)

163,586

115,719

698,913

PROFIT BEFORE TAX

除稅前溢利

7

447,370

Income tax expense

所得稅支出

10

(89,924)

PROFIT FOR THE YEAR

年內溢利

OTHER COMPREHENSIVE LOSS:

其他全面虧損：

Other comprehensive loss to be

會於隨後年度重新分類至

reclassified to profit or loss in

損益的其他全面虧損：

357,446

(114,074)

584,839

subsequent years: Available-for-sale investments: Changes in fair value

可供出售投資： 公平值變動

(5,228)

– F-83 –

–

69 69

70 70

China Singyes Solar Technologies Holdings Limited Annual Report 2015

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME 綜合損益及其他全面收益表 Year ended 31 December 2015 截至二零一五年十二月三十一日止年度

Other comprehensive loss not to be

新分類至損益的

subsequent years:

其他全面虧損：

financial statements

OTHER COMPREHENSIVE LOSS

Notes

RMB’000

RMB’000

附註

人民幣千元

人民幣千元

換算財務報表的 匯兌差額

(4,388)

(58,269)

(4,388)

本年度全面收益總額

FOR THE YEAR

Profit attributable to:

(53,041)

本年度其他全面虧損

FOR THE YEAR

TOTAL COMPREHENSIVE INCOME

2014 二零一四年

不會於隨後年度重

reclassified to profit or loss in Exchange differences on translation of

2015 二零一五年

299,177

580,451

355,986

584,269

1,460

570

357,446

584,839

297,717

579,881

1,460

570

299,177

580,451

RMB0.512

RMB0.842

人民幣 0.512 元

人民幣 0.842 元

以下人士應佔溢利：

Owners of the Company

本公司擁有人

Non-controlling interests

非控股權益

Total comprehensive income attributable to: 以下人士應佔全面收益總額： Owners of the Company

本公司擁有人

Non-controlling interests

非控股權益

EARNINGS PER SHARE ATTRIBUTABLE

本公司普通股權益持有人

TO ORDINARY EQUITY HOLDERS OF

應佔每股盈利

THE COMPANY

本公司

Basic

基本

Diluted

12

攤薄

12

– F-84 –

RMB0.376

RMB0.687

人民幣 0.376 元

人民幣 0.687 元

二零一五年年報 中國興業太陽能技術控股有限公司

CONSOLIDATED STATEMENT OF FINANCIAL POSITION 綜合財務狀況表 31 December 2015 二零一五年十二月三十一日

NON-CURRENT ASSETS

2015

2014

二零一五年

二零一四年

Notes

RMB’000

RMB’000

附註

人民幣千元

人民幣千元

非流動資產

Property, plant and equipment

物業、廠房及設備

13

3,835,238

3,455,071

Prepaid land lease payments

預付土地租賃款項

14

96,136

97,513

Intangible assets

無形資產

15

3,486

1,594

Payments in advance

預付款項

16

30,137

193,224

Goodwill

商譽

17

Investments in associates

於聯營公司投資

18

– (4,744)

– –

Deferred tax assets

遞延稅項資產

31

34,107

32,508

Available-for-sale investments

可供出售投資

19

51,000

12,258

Total non-current assets

非流動資產總值

4,045,360

3,792,168

CURRENT ASSETS

流動資產

Inventories

存貨

93,171

114,586

20

Construction contracts

建築合同

21

927,498

284,485

Trade and bills receivables

應收貿易款項及應收票據

22

2,292,195

2,160,501

Prepayments, deposits and

預付款項、訂金及 23

652,390

455,266

other receivables

其他應收款項

Pledged deposits

抵押存款

24

376,055

500,327

Cash and cash equivalents

現金及現金等價物

24

1,265,303

901,417

Total current assets

流動資產總值

5,606,612

4,416,582

CURRENT LIABILITIES

流動負債

Trade and bills payables

應付貿易款項及應付票據

25

903,503

1,284,332

Other payables and accruals

其他應付款項及應計款項

26

331,289

314,354

Derivative financial instruments

衍生金融工具

27

–

3,042

Bank advances for discounted bills

貼現票據之銀行貸款

42(a)

Interest-bearing bank and other loans

附息銀行及其他貸款

28

Tax payable

應付所得稅

Total current liabilities

流動負債總額

– F-85 –

251,699

184,378

1,040,777

987,521

12,747

17,628

2,540,015

2,791,255

71 71

72 72

China Singyes Solar Technologies Holdings Limited Annual Report 2015

CONSOLIDATED STATEMENT OF FINANCIAL POSITION 綜合財務狀況表 31 December 2015 二零一五年十二月三十一日

NET CURRENT ASSETS

流動資產淨值

TOTAL ASSETS LESS CURRENT

資產總值減流動負債

2014 二零一四年

Notes

RMB’000

RMB’000

附註

人民幣千元

人民幣千元

3,066,597

1,625,327

7,111,957

5,417,495

LIABILITIES

NON-CURRENT LIABILITIES

2015 二零一五年

非流動負債

Convertible bonds

可換股債券

29

697,569

816,269

Senior notes

優先票據

30

746,692

542,822

Interest-bearing bank and other loans

附息銀行及其他貸款

28

1,541,906

391,679

Deferred tax liabilities

遞延稅項負債

31

86,860

86,860

Deferred income

遞延收益

32

537,807

439,273

Total non-current liabilities

非流動負債總額

3,610,834

2,276,903

Net assets

資產淨值

3,501,123

3,140,592

EQUITY

權益

Equity attributable to owners

本公司擁有人應佔權益

of the Company Issued capital

已發行股本

33

46,443

46,466

Reserves

儲備

35

3,378,179

3,093,520

3,424,622

3,139,986

76,501

606

3,501,123

3,140,592

Non-controlling interests

非控股權益

Total equity

權益總額

Mr. Liu Hongwei

Mr. Xie Wen

劉紅維先生

謝文先生

Director

Director

董事

董事

– F-86 –

73 73

二零一五年年報 中國興業太陽能技術控股有限公司

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 綜合權益變動表 Year ended 31 December 2015 截至二零一五年十二月三十一日止年度

Attributable to owners of the Company 本公司擁有人應佔 Difference arising from acquisition

Profit for the year

本年度溢利

Other comprehensive loss

本年度其他全面虧損：

controlling

Share

Statutory

Enterprise

Share

surplus

Exchange

interests*

Non-

premium

reserve

expansion

option

reserve*

fluctuation

收購

controlling

capital

account*

Contributed

fund*

fund*

reserve*

安全

reserve*

Retained

非控股

已發行

股份

surplus*

法定

企業

購股權

基金盈餘

匯兌

profits*

權益產生

Total

interests

Total

非控股

equity

股本

溢價賬*

繳入盈餘*

儲備基金*

擴展基金*

儲備*

儲備*

波動儲備*

保留溢利*

之差額*

總計

權益

權益總額

RMB’000

RMB’000

RMB’000

RMB’000

RMB’000

RMB’000

RMB’000

RMB’000

RMB’000

RMB’000

RMB’000

RMB’000

RMB’000

人民幣千元

人民幣千元

人民幣千元

人民幣千元

人民幣千元

人民幣千元

人民幣千元

人民幣千元

人民幣千元

（附註33）

於二零一四年一月一日

of non-

fund Issued

(note 33)

At 1 January 2014

Safety

人民幣千元

人民幣千元

人民幣千元

人民幣千元

(note 35(a))

(note 35(b))

(note 35(c))

(note 35(d))

（附註35(a)） （附註35(b)） （附註35(c)） （附註35(d)）

46,247

678,024

10,194

72,181

28,778

28,168

–

3,138

1,731,325

1,021

2,599,076

36

2,599,112

–

–

–

–

–

–

–

–

584,269

–

584,269

570

584,839

–

–

–

–

–

–

–

(4,388)

–

–

(4,388)

–

(4,388)

for the year: Exchange differences on

換算財務報表的匯兌差額

translation of financial statements Total comprehensive income for the year 本年度全面收益總額 Exercise of share options

行使購股權

Transfer of share option reserve upon

行使購股權時轉移

the exercise of share options Equity-settled share option

購股權儲備

–

–

–

–

–

–

–

(4,388)

584,269

–

579,881

570

580,451

219

9,415

–

–

–

–

–

–

–

–

9,634

–

9,634

–

4,430

–

–

–

(4,430)

–

–

–

–

–

–

– 1,109

股本結算購股權安排（附註34） –

–

–

–

–

1,109

–

–

–

–

1,109

–

Transfer from retained profits

arrangements (note 34) 轉移自保留溢利

–

–

–

62,111

31,056

–

–

–

(93,167)

–

–

–

–

Transfer to contributed surplus**

轉移至繳入盈餘**

–

(50,000)

50,000

–

–

–

–

–

–

–

–

–

–

Establishment for safety fund

設立安全基金盈餘儲備 –

–

–

–

–

–

73,448

–

(73,448)

–

–

–

–

–

–

–

–

–

–

(73,448)

–

73,448

–

–

–

–

–

–

(49,714)

–

–

–

–

–

–

–

(49,714)

–

(49,714)

46,466

641,869

10,480

134,292

59,834

24,847

–

(1,250)

2,222,427#

1,021

3,139,986

606

3,140,592

surplus reserve Utilisation of safety fund surplus reserve 動用安全基金盈餘儲備 Final 2013 dividend declared

已宣派二零一三年末期股息

At 31 December 2014

於二零一四年十二月三十一日

#

Retained profits have been adjusted for the proposed final 2014 dividend in

#

根據於財務報表附註 2.4 所述本年度的呈報方

accordance with the current year’s presentation, which is described in note 2.4

式，保留溢利已就擬派二零一四年末期股息

to the financial statements.

作出調整。

– F-87 –

74 74

China Singyes Solar Technologies Holdings Limited Annual Report 2015

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 綜合權益變動表 Year ended 31 December 2015 截至二零一五年十二月三十一日止年度

Attributable to owners of the Company 本公司擁有人應佔

Share Issued premium capital account* Contributed 已發行 股份 surplus* 股本 溢價賬* 繳入盈餘* RMB’000 RMB’000 RMB’000 人民幣千元 人民幣千元 人民幣千元 (note 34) （附註34） At 1 January 2015

於二零一五年一月一日

Profit for the year Other comprehensive loss for the year: Changes in fair value of availablefor-sale investments, net of tax Exchange differences on translation of financial statements

本年度溢利 本年度其他全面虧損： 可供出售投資的公平值 變動，扣除稅項 換算財務報表的匯兌差額

Total comprehensive income for the year Acquisition of non-controlling interests of subsidiaries Shares repurchased Exercise of share options Transfer of share option reserve upon the exercise of share options Equity-settled share option arrangements (note 34) Transfer from retained profits Transfer to contributed surplus** Debt-for-equity conversion Capital contribution from non-controlling shareholders of a subsidiary Establishment for safety fund surplus reserve Utilisation of safety fund surplus reserve Final 2014 dividend declared

本年度全面收益總額 收購附屬公司的 非控股權益 購回股份 行使購股權 行使購股權時轉移

At 31 December 2015

於二零一五年十二月三十一日

*

**

股本結算購股權安排 （附註34） 轉移自保留溢利 轉移至繳入盈餘** 債務轉換為權益 附屬公司非控股 股東的出資

Availablefor-sale investment Statutory revaluation reserve reserve* fund* 可供出售投資 法定 重估儲備* 儲備基金* RMB’000 RMB’000 人民幣千元 人民幣千元 (note 35(a)) （附註35(a)）

Enterprise Share expansion option fund* reserve* 企業 購股權 擴展基金* 儲備* RMB’000 RMB’000 人民幣千元 人民幣千元 (note 35(b)) (note 35(c)) （附註35(b)） （附註35(c)）

Safety fund surplus Exchange reserve* fluctuation 安全 reserve* Retained 基金盈餘 匯兌 profits* 儲備* 波動儲備* 保留溢利* RMB’000 RMB’000 RMB’000 人民幣千元 人民幣千元 人民幣千元 (note 35(d)) （附註35(d)） (1,250) 2,222,427

Difference arising from change of noncontrolling interests* 收購 非控股 權益產生 Total 之差額* 總計 RMB’000 RMB’000 人民幣千元 人民幣千元

1,021 3,139,986

Noncontrolling interests 非控股 權益 RMB’000 人民幣千元

Total equity 權益總額 RMB’000 人民幣千元

46,466

641,869

10,480

–

134,292

59,834

24,847

–

606 3,140,592

–

–

–

–

–

–

–

–

–

355,986

–

355,986

1,460

357,446

–

–

–

(5,228)

–

–

–

–

–

–

–

(5,228)

–

(5,228)

–

–

–

–

–

–

–

–

(53,041)

–

–

(53,041)

–

(53,041)

–

–

–

(5,228)

–

–

–

–

(53,041)

355,986

–

297,717

1,460

299,177

– (87) 64

– (4,980) 2,468

– – –

– – –

– – –

– – –

– – –

– – –

– – –

– – –

(551) – –

(551) (5,067) 2,532

(34,572) – –

(35,123) (5,067) 2,532

–

1,207

–

–

–

–

(1,207)

–

–

–

–

–

–

–

– – – –

– – (60,000) –

– – 60,000 –

– – – –

– 47,088 – –

– 21,594 – –

10,415 – – –

– – – –

– – – –

– (68,682) – –

– – – –

10,415 – – –

– – – 28,020

10,415 – – 28,020

–

–

–

–

–

–

–

–

–

–

29,013

29,013

80,987

110,000

– – –

– – –

– – (49,423)

– – –

– – –

– – –

– – –

43,163 (43,163) –

– – –

(43,163) 43,163 –

– – –

– – (49,423)

– – –

– – (49,423)

46,443

580,564

21,057

(5,228)

181,380

81,428

34,055

–

設立安全基金盈餘儲備 動用安全基金盈餘儲備 已宣派二零一四年末期股息

These reserve accounts comprise the consolidated reserves of

*

(54,291) 2,509,731

29,483 3,424,622

76,501 3,501,123

於綜合財務狀況表內，該等儲備賬包括綜合

RMB3,378,179,000 (2014: RMB3,093,520,000) in the consolidated statement

儲備人民幣 3,378,179,000 元（二零一四年：

of financial position.

人民幣 3,093,520,000 元）。

Pursuant to a resolution passed at the general meeting held on 27 May 2015, an amount of RMB60,000,000 was transferred from the share premium account

**

根據於二零一五年五月二十七日舉行之股 東 大 會 通 過 之 一 項 決 議 案， 金 額 人 民 幣

to the contributed surplus. Under the Companies Act 1981 of Bermuda, a

60,000,000 元 自 股 份 溢 價 賬 轉 移 至 繳 入 盈

company may make distributions to its shareholders out of the contributed

餘。根據一九八一年百慕達公司法，公司可 在若干情況下從繳入盈餘中向其股東作出分

surplus under certain circumstances.

派。

– F-88 –

二零一五年年報 中國興業太陽能技術控股有限公司

CONSOLIDATED STATEMENT OF CASH FLOWS 綜合現金流量表 Year ended 31 December 2015 截至二零一五年十二月三十一日止年度

2015 二零一五年 RMB’000 人民幣千元

2014 二零一四年 RMB’000 人民幣千元

447,370

698,913

13

134,489

110,910

14 15

2,252 1,013

2,183 687

13 22 23 17 18

– 26,771 2,485 9,783 5,944

6,747 278 1,693 – –

7

4,813

–

27

–

3,042

Notes 附註 運營活動產生的現金流量 CASH FLOWS FROM OPERATING ACTIVITIES 除稅前溢利 Profit before tax 就以下項目作出調整： Adjustments for: 折舊 Depreciation 預付土地租賃 Amortisation of prepaid land 款項攤銷 lease payments 無形資產攤銷 Amortisation of intangible assets 物業、廠房及 Impairment loss on property, 設備減值虧損 plant and equipment 應收貿易款項減值虧損 Impairment loss on trade receivables 其他應收款項減值虧損 Impairment loss on other receivables 商譽減值虧損 Impairment loss on goodwill 分佔聯營公司虧損 Share of losses of associates 結算衍生金融工具 Loss on settlement of 的虧損 derivative financial instruments 衍生金融工具的 Fair value loss on derivative 公平值虧損 financial instruments 可換股債券轉換權的 Fair value gains on conversion rights of 公平值收益 convertible bonds 股本結算之購股權開支 Equity-settled share option expense 出售物業、廠房及設備 (Gains)/losses on disposal of items of 項目的（收益）╱虧損 property, plant and equipment 出售可供出售股本投資 Gain on disposal of an available-for-sale 的收益 equity investment 未變現外匯收益淨額 Unrealised foreign exchange gains, net 利息收入 Interest income 從損益扣除的可換 Issue expenses of convertible bonds 股債券發行開支 charged to profit or loss 撥至損益的遞延收入 Deferred income released to profit or loss 融資成本 Finance costs

Decrease/(increase) in inventories Increase in construction contracts Increase in trade and bills receivables Increase in prepayments, deposits and other receivables Decrease in trade and bills payables Increase/(decrease) in other payables and accruals Income tax paid

存貨減少╱（增加） 建築合同增加 應收貿易款項及應收票據增加 預付款項、訂金及其他應收 款項增加 應付貿易款項及應付票據減少 其他應付款項及應計款項 增加╱（減少） 已付所得稅

Net cash flows used in operating activities

運營活動現金流出淨額

– F-89 –

29(b) 7

(163,586) 10,415

(115,719) 1,109

7

(12,332)

72,747

5 5

– 6,284 (44,948)

(1,315) 447 (23,713)

7 5 6

– (77,190) 316,911

10,102 (155,685) 237,923

670,474

850,349

21,415 (632,583) (122,445)

(37,957) (166,615) (346,900)

(131,895) (384,923)

(237,271) (8,629)

(17,046) (96,893)

31,351 (140,732)

(693,896)

(56,404)

75 75

76 76

China Singyes Solar Technologies Holdings Limited Annual Report 2015

CONSOLIDATED STATEMENT OF CASH FLOWS 綜合現金流量表 Year ended 31 December 2015 截至二零一五年十二月三十一日止年度

Notes 附註 CASH FLOWS FROM INVESTING ACTIVITIES Purchase of items of property, plant and equipment Purchase of intangible assets Increase in prepaid land lease payments Payment for acquisition of non-controlling interests of subsidiaries Acquisition of a subsidiary Disposal of a subsidiary Proceeds from disposal of an available-for-sale equity investment Purchase of available-for-sale investments Purchase of equity interest in an associate Proceeds from disposal of items of property, plant and equipment Settlement of derivative financial instruments Receipt from maturity of pledged deposits Placement of pledged deposits Interest received Receipt of government grants related to assets

2014 二零一四年 RMB’000 人民幣千元

運營活動現金流出╱淨額 購買物業、廠房及設備項目 購買無形資產 預付土地租賃款項增加 就收購附屬公司非控股 權益之付款 收購一間附屬公司 36 出售一間附屬公司 37 出售可供出售股本 投資所得款項 購買可供出售投資 購買一間聯營公司的股本權益 出售物業、廠房及設備 所得款項 結算衍生金融工具 抵押存款到期所得款項 存入抵押存款 已收利息 收取與資產相關的政府補助

(436,661) (2,905) (19,644)

投資活動現金流出淨額

CASH FLOWS FROM FINANCING ACTIVITIES Net proceeds from issue of convertible bonds Net proceeds from issue of senior notes Payment for repurchase of convertible bonds Repurchase of shares Capital contribution from non-controlling shareholders of subsidiaries Increase in an amount due to a non-controlling shareholder of a subsidiary Proceeds from exercise of share options Proceeds from bank and other loans Repayment of bank and other loans Proceeds from bank advances for discounted bills Repayment of bank advances for discounted bills Payment of other financing costs Dividends paid Interest paid

融資活動產生的現金流量 發行可換股債券所得 款項淨額 發行優先票據所得款項淨額 購回可換股債券之付款 購回股份 附屬公司非控股股東的出資

(1,184,040) (609) –

(42,923) 3,533 25,938

– – –

– (43,234) (1,200)

18,475 – –

63,005 (7,855) 1,468,242 (1,343,970) 18,168 175,724

Net cash flows used in investing activities

Net cash flows from financing activities

2015 二零一五年 RMB’000 人民幣千元

(143,782)

– 182,492 (5,297) (5,067) 110,000

99,711 – 1,341,101 (1,494,906) 11,097 39,914 (1,169,257)

902,597 542,327 – – –

應付一間附屬公司非控股 股東款項增加 行使購股權所得款項 銀行及其他貸款所得款項 銀行及其他貸款之償還 貼現票據銀行貸款所得款項

– 2,532 2,220,649 (1,070,347)

17,153 9,634 1,252,620 (1,464,614)

251,699

234,378

(184,378) (4,989) (49,423) (245,332)

(50,000) (6,845) (49,714) (159,031)

貼現票據銀行貸款之償還 支付其他融資成本 已付股息 已付利息 融資活動現金流入淨額

– F-90 –

1,202,539

1,228,505

二零一五年年報 中國興業太陽能技術控股有限公司

CONSOLIDATED STATEMENT OF CASH FLOWS 綜合現金流量表 Year ended 31 December 2015 截至二零一五年十二月三十一日止年度

Notes 附註 NET INCREASE IN CASH AND CASH EQUIVALENTS Cash and cash equivalents at beginning of year Effect of foreign exchange rate changes, net

2015 二零一五年 RMB’000 人民幣千元

2014 二零一四年 RMB’000 人民幣千元

364,861

2,844

897,473

894,732

現金及現金等價物增加淨額 年初之現金及現金等價物 匯率變動的影響，淨額 2,969

CASH AND CASH EQUIVALENTS AT END OF YEAR

年末之現金及現金等價物

ANALYSIS OF BALANCES OF CASH AND CASH EQUIVALENTS

現金及現金等價物 結餘分析

Cash and bank balances

現金及銀行結存

Cash and cash equivalents as stated in the statement of financial position Bank overdrafts

財務狀況表所述現金及 現金等價物 銀行透支

Cash and cash equivalents as stated in the statement of cash flows

現金流量表所述現金及 現金等價物

(103)

1,265,303

897,473

24

1,265,303

901,417

28

1,265,303 –

901,417 (3,944)

1,265,303

897,473

Major non-cash transaction

主要非現金交易

On 30 October 2015, a balance due to a non-controlling shareholder of

於二零一五年十月三十日，應付一間附屬公司

a subsidiary amounted to HK$34,200,000 (equivalent to approximately

非控股股東結餘 34,200,000 港元（相當於約人

RMB28,020,000) was capitalised as share capital of that subsidiary.

民幣 28,020,000 元）乃撥資為該附屬公司之股 本。

– F-91 –

77 77

78 78

China Singyes Solar Technologies Holdings Limited Annual Report 2015

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

1. CORPORATE AND GROUP INFORMATION

1. 公司及集團資料

China Singyes Solar Technologies Holdings Limited (the “Company”)

中國興業太陽能技術控股有限公司（「本

was incorporated as an exempted company with limited liability in

公司」 ）於二零零三年十月二十四日於百

Bermuda on 24 October 2003. The registered office of the Company

慕達註冊成立為獲豁免有限責任公司。

is located at Clarendon House, 2 Church Street, Hamilton HM 11,

本公司的註冊辦事處地址為 Clarendon

Bermuda. The principal place of business of the Company is located at

House, 2 Church Street, Hamilton HM

Unit 3108, 31st Floor, China Merchants Tower, Shun Tak Center, 168-

11, Bermuda。本公司主要營業地址位 於香港干諾道中 168-200 號信德中心招

200 Connaught Road Central, Hong Kong.

商局大廈 31 樓 3108 室。 During the year, the Company and its subsidiaries (collectively

年內，本公司及其附屬公司（統稱為「本

referred to as the “Group”) were principally engaged in the design,

集團」 ）主要從事傳統幕牆及光伏建築一

manufacture, supply and installation of conventional curtain walls and

體化系統設計、製造、供應及安裝，以

building integrated photovoltaic systems, as well as the manufacture

及太陽能產品製造及銷售。年內，本集

and sale of solar power products. There were no significant changes in

團主要業務的性質並無重大轉變。

the nature of the Group’s principal activities during the year. In the opinion of the directors, the parent and the ultimate holding

董事認為，本公司的母公司及最終控

company of the Company is Strong Eagle Holdings Limited, which is

股公司為於英屬處女群島註冊成立的

incorporated in the British Virgin Islands.

Strong Eagle Holdings Limited。

– F-92 –

二零一五年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

1. 公司及集團資料（續）

1. CORPORATE AND GROUP INFORMATION (Continued) Information about subsidiaries

有關附屬公司之資料

Particulars of the Company’s principal subsidiaries are as follows:

本公司主要附屬公司之詳情如下：

Name 名稱

Directly held: 直接持有： Singyes Engineering (H.K.) Co., Ltd. (“Singyes Engineering”) 香港興業工程有限公司 （「興業工程」）

Indirectly held: 間接持有： Macao Singyes Renewable Energy Technology Co., Ltd. (“Macao Singyes”) 澳門興業新能源科技有限公司 （「澳門興業」）

Zhuhai Singyes Green Building Technology Co., Ltd.(a) (“Zhuhai Singyes”) 珠海興業綠色建築科技 有限公司 (a)（「珠海興業」）

Place of incorporation/ registration and business 註冊成立╱ 登記及營業地點

Nominal value of paid-up share capital 繳足股本面值

Hong Kong 香港

Principal activities 主要業務

HK$1 1 港元

100%

Design, manufacture, supply and installation of curtain walls 設計、製造、 供應及安裝幕墻

–

100%

Design, manufacture and assembly of solar and wind products 設計、製造及 裝配太陽能及 風能產品

US$ 49,000,000 49,000,000 美元

100%

Design, manufacture, supply and installation of curtain walls and photovoltaic power station 設計、製造、 供應及安裝幕及 光伏電站

Macau 澳門

Mainland China 中國大陸

Percentage of equity interests attributable to the Company 本公司應佔 權益百分比 %

– F-93 –

79 79

80 80

China Singyes Solar Technologies Holdings Limited Annual Report 2015

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

1. 公司及集團資料（續）

1. CORPORATE AND GROUP INFORMATION (Continued) Information about subsidiaries (Continued)

有關附屬公司之資料（續）

Particulars of the Company’s principal subsidiaries are as follows:

本公司主要附屬公司之詳情如下：（續）

(Continued)

Name 名稱

Indirectly held: (Continued) 間接持有：（續） Zhuhai Singyes Renewable Energy Co., Ltd.(b) (“Singyes Renewable Energy”) 珠海興業新能源有限公司 (b) （「興業新能源」）

Place of incorporation/ registration and business 註冊成立╱ 登記及營業地點

Nominal value of paid-up share capital 繳足股本面值

Percentage of equity interests attributable to the Company 本公司應佔 權益百分比 %

Principal activities 主要業務

Mainland China 中國內地

US$ 28,125,000 28,125,000 美元

100%

Research, development manufacture and sale of photovoltaic products 研究、開發、製造及 銷售光伏產品

Zhuhai Singyes Xinye Electricity Technology Co., Ltd.(b) (“Singyes Xinye”) 珠海鑫業電力科技有限公司 (b) （「鑫業電力」）

Mainland China 中國內地

RMB 20,000,000 人民幣 20,000,000 元

100%

Development of new energy materials, and development of marine biology technology 開發新能源材料及 開發海洋生物技術

Zhuhai Singyes Applicable Materials Co., Ltd.(b) (“Singyes Applicable Materials”) 珠海興業應用材料科技有限公司 (b) （「興業應用材料」）

Mainland China 中國內地

RMB 50,000,000 人民幣 50,000,000 元

100%

Research, manufacture and sale of photovoltaic film 研究、製造及 銷售光伏薄膜

Hunan Singyes Solar Technology Co., Ltd.(a) (“Hunan Singyes”) 湖南興業太陽能科技 有限公司 (a)（「湖南興業」）

Mainland China 中國內地

RMB 410,143,000 人民幣 410,143,000 元

100%

Research, development, manufacture and sale of solar products 研究、開發、製造及 銷售太陽能產品

– F-94 –

二零一五年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

1. 公司及集團資料（續）

1. CORPORATE AND GROUP INFORMATION (Continued) Information about subsidiaries (Continued)

有關附屬公司之資料（續）

Particulars of the Company’s principal subsidiaries are as follows:

本公司主要附屬公司之詳情如下：（續）

(Continued)

Name 名稱

Indirectly held: (Continued) 間接持有：（續） Singyes Energy-saving Technologies Co., Ltd.(b) (“Singyes Energy-saving”) 珠海興業節能科技有限公司 研究及開發節能產品 (b) （「興業節能」）

Place of incorporation/ registration and business 註冊成立╱ 登記及營業地點

Nominal value of paid-up share capital 繳足股本面值

Percentage of equity interests attributable to the Company 本公司應佔 權益百分比 %

Principal activities 主要業務

Mainland China 中國內地

US$ 65,000,000 65,000,000 美元

100%

Research and development of energy-saving products 研究及開發節能產品

Xinjiang Singyes Renewable Energy Technology Co., Ltd.(d) (“Xinjiang Singyes”) 新疆興業新能源有限公司 (d) （「新疆興業」）

Mainland China 中國內地

RMB 438,270,000 人民幣 438,270,000 元

92%

Research, design and investment of solar power projects 研究、設計及 投資太陽能項目

Hunan Singyes Green Energy Technologies Co., Ltd.(a) (“Hunan Green Energy”) 湖南興業綠色能源科技 有限公司 (a)（「湖南綠色能源」）

Mainland China 中國內地

RMB 911,803,130 人民幣 911,803,130 元

92%

Research and development of electricity and new energy 研究及開發電力及 新能源

Gansu Singyes Green Energy Technology Co., Ltd. (“Gansu Singyes”) 甘肅興業綠色能源科技 有限公司（「甘肅興業」）

Mainland China 中國內地

RMB 74,000,000 人民幣 74,000,000 元

92%

Research, construction and operation of solar power station 研究、建設及 經營太陽能電站

– F-95 –

81 81

82 82

China Singyes Solar Technologies Holdings Limited Annual Report 2015

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

1. 公司及集團資料（續）

1. CORPORATE AND GROUP INFORMATION (Continued) Information about subsidiaries (Continued)

有關附屬公司之資料（續）

Particulars of the Company’s principal subsidiaries are as follows:

本公司主要附屬公司之詳情如下：（續）

(Continued)

Name 名稱

Indirectly held: (Continued) 間接持有：（續） Wuwei Dongrun Solar Energy Development Co., Ltd.(d) (“Wuwei Dongrun”) 武威東潤太陽能開發 有限公司 (d)（「武威東潤」）

Place of incorporation/ registration and business 註冊成立╱ 登記及營業地點

Nominal value of paid-up share capital 繳足股本面值

Percentage of equity interests attributable to the Company 本公司應佔 權益百分比 %

Mainland China 中國內地

RMB 5,000,000 人民幣 5,000,000 元

92%

Gansu Singyes Solar Technologies Co., Ltd. (“Gansu Technologies”) 甘肅興業太陽能科技 有限公司（「甘肅科技」）

Mainland China 中國內地

RMB 20,000,000 人民幣 20,000,000 元

100%

Yangjiang Singyes Green Energy Technology Co., Ltd. (“Yangjiang Singyes”) （「陽江鑫業」）

Mainland China 中國內地

RMB 184,080,000 人民幣 184,080,000 元

92%

Singyes Engineering (M) Sdn. Bhd.(c) (“Malaysia Singyes”) 「 ( 馬來西亞興業」)

Malaysia 馬來西亞

MYR 1,000,000 1,000,000 林吉特

99.9998%

– F-96 –

Principal activities 主要業務

Research, construction and operation of solar power station 研究、建設及 經營太陽能電站 Research, development, manufacture and sale of solar products 研究、開發、製造及 銷售太陽能產品 Research, design and investment of solar power projects 研究、設計及 投資太陽能產品 Design, manufacture, supply and installation of curtain walls 設計、製造、供應及 安裝幕牆

二零一五年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

1. CORPORATE AND GROUP INFORMATION (Continued)

1. 公司及集團資料（續）

Information about subsidiaries (Continued)

有關附屬公司之資料（續）

Particulars of the Company’s principal subsidiaries are as follows:

本公司主要附屬公司之詳情如下：（續）

(Continued) 附註：

Notes: (a)

These subsidiaries were registered as Sino-foreign equity joint venture

(a)

(b)

These subsidiaries were registered as wholly-foreign-owned enterprises

(b)

(d)

該等附屬公司根據中國法律註冊為外 商獨資企業。

under PRC law. (c)

該等附屬公司根據中國法律註冊為中 外合資企業。

enterprises under PRC law.

During the year, the Group acquired 99.99% equity interest in Singyes

(c)

年內，本集團通過向馬來西亞興業已

Malaysia Singyes by way of capital injection of Ringgit Malaysia

發行股本中注資 999,998 馬來西亞林

(“MYR”)999,998 into the issued capital of Malaysia Singyes. Further

吉特（「林吉特」）之方式收購馬來西亞

details of this acquisition are included in note 36 to the financial

興業的 99.99% 股權。有關是次收購之

statements.

進一步詳情乃載於財務報表附註 36。

As at 31 December 2015, the Group’s equity interests in these

(d)

於二零一五年十二月三十一日，本集 團於該等公司的股本權益已抵押，作

companies were pledged as collateral for the Company’s bank loan with a

為 本 公 司 本 金 人 民 幣 699,950,000 元

principal of RMB699,950,000.

的銀行貸款的抵押品。

The above table lists the subsidiaries of the Company which, in the

上表列示董事所認為主要影響本集團年

opinion of the directors, principally affected the results for the year or

度業績及構成本集團資產淨值重大部分

formed a substantial portion of the net assets of the Group. To give

的本公司附屬公司。董事認為，提供其

details of other subsidiaries would, in the opinion of the directors, result

他附屬公司之詳情將導致詳情過於冗

in particulars of excessive length.

長。

None of the subsidiaries has material non-controlling interests.

概無附屬公司擁有重大非控股權益。

– F-97 –

83 83

84 84

China Singyes Solar Technologies Holdings Limited Annual Report 2015

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

2.1 編製基準

2.1 BASIS OF PREPARATION These financial statements have been prepared in accordance with

本財務報表的編製基準為國際財務報告

International Financial Reporting Standards (“IFRSs”), which comprise

準則（「國際財務報告準則」），其中包括

standards and interpretations approved by the International Accounting

經國際會計準則理事會（「國際會計準則

Standards Board (the “IASB”) and International Accounting Standards

理事會」）批准的準則及詮釋及經國際

(“IASs”) and Standing Interpretations Committee interpretations

會計準則委員會批准且仍然生效的國際

approved by the International Accounting Standards Committee that

會計準則（「國際會計準則」）及常務詮

remain in effect and the disclosure requirements of the Hong Kong

釋委員會的詮釋及香港公司條例的披露

companies Ordinance. They have been prepared under the historical

要求。該等財務報表乃按歷史成本慣例

cost convention, except for derivative financial instruments, conversion

編製，惟衍生金融工具、可換股債券的

rights of convertible bonds, and certain available-for-sale investments

轉換權及可供出售投資若干按公平值計

which have been measured at fair value. These financial statements

量。除另有訂明外，本財務報表均以人

are presented in Renminbi (“RMB”) and all values are rounded to the

民幣（「人民幣」）呈報及所有價值均四捨

nearest thousand except when otherwise indicated.

五入至最接近的千位數。

Basis of consolidation

綜合基準

The consolidated financial statements include the financial statements

綜合財務報表包括本公司及其附屬公司

of the Company and its subsidiaries for the year ended 31 December

於截至二零一五年十二月三十一日止年

2015. A subsidiary is an entity, directly or indirectly, controlled by

度的財務報表。附屬公司為本公司直接

the Company. Control is achieved when the Group is exposed, or

或間接控制的實體。當本集團對參與投

has rights, to variable returns from its involvement with the investee

資對象業務的浮動回報承擔風險或享有

and has the ability to affect those returns through its power over the

權利以及能透過對投資對象的權力（如

investee (i.e., existing rights that give the Group the current ability to

本集團獲賦予現有能力以主導投資對

direct the relevant activities of the investee).

象相關活動的既存權利）影響該等回報 時，即取得控制權。

When the Company has, directly or indirectly, less than a majority

倘本公司直接或間接擁有少於投資對象

of the voting or similar rights of an investee, the Group considers all

大多數投票或類似權利的權利，則本集

relevant facts and circumstances in assessing whether it has power

團於評估其是否擁有對投資對象的權力

over an investee, including:

時會考慮一切相關事實及情況，包括：

(a)

the contractual arrangement with the other vote holders of the

(a)

與投資對象其他投票持有人的合 約安排；

investee; (b)

rights arising from other contractual arrangements; and

(b)

其他合約安排所產生的權利；及

(c)

the Group’s voting rights and potential voting rights.

(c)

貴集團的投票權及潛在投票權。

– F-98 –

二零一五年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

2.1 BASIS OF PREPARATION (Continued)

2.1 編製基準（續） 綜合基準（續）

Basis of consolidation (Continued) The financial statements of the subsidiaries are prepared for the same

附屬公司的財務報表已按與本公司相同

reporting period as the Company, using consistent accounting policies.

的報告期採用一致會計政策編製。附屬

The results of subsidiaries are consolidated from the date on which the

公司業績自本集團取得控制權之日起綜

Group obtains control, and continue to be consolidated until the date

合入賬，並將繼續綜合入賬直至終止該

that such control ceases.

項控制權之日為止。

Profit or loss and each component of other comprehensive income

損益及其他全面收益的各項目歸本集團

are attributed to the owners of the parent of the Group and to the non-

母公司擁有人及非控股權益，即使該結

controlling interests, even if this results in the non-controlling interests

果會導致非控股權益結餘出現虧絀。與

having a deficit balance. All intra-group assets and liabilities, equity,

本集團成員公司間的交易相關的所有集

income, expenses and cash flows relating to transactions between

團內資產及負債、股權、收益、開支及

members of the Group are eliminated in full on consolidation.

現金流量於綜合入賬時全部抵銷。

The Group reassesses whether or not it controls an investee if facts and

倘有事實及情況顯示上文所述三項控制

circumstances indicate that there are changes to one or more of the

因素中有一項或多項出現變化，則本集

three elements of control described above. A change in the ownership

團會重新評估其是否對投資對象擁有控

interest of a subsidiary, without a loss of control, is accounted for as an

制權。如附屬公司擁有權權益出現變

equity transaction.

化，但未有喪失控制權，則會入賬列作 權益交易。

If the Group loses control over a subsidiary, it derecognises (i) the

倘本集團失去對一間附屬公司的控制

assets (including goodwill) and liabilities of the subsidiary, (ii) the

權，則其終止確認 (i) 該附屬公司的資產

carrying amount of any non-controlling interest and (iii) the cumulative

（包括商譽）及負債、(ii) 任何非控股權益

translation differences recorded in equity; and recognises (i) the

的賬面值及 (iii) 於權益內記錄的累計匯

fair value of the consideration received, (ii) the fair value of any

兌差額；並確認 (i) 所收代價的公平值、

investment retained and (iii) any resulting surplus or deficit in profit

(ii) 任何投資所保留的公平值及 (iii) 損益

or loss. The Group’s share of components previously recognised in

賬中任何因此產生的盈餘或虧絀。本集

other comprehensive income is reclassified to profit or loss or retained

團應佔先前於其他全面收益確認的部分

profits, as appropriate, on the same basis as would be required if the

會根據就猶如本集團直接出售相關資產

Group had directly disposed of the related assets or liabilities.

或負債規定的相同基準，按適用情況重 新分類至損益或保留溢利。

– F-99 –

85 85

86 86

China Singyes Solar Technologies Holdings Limited Annual Report 2015

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

2.2 CHANGES IN ACCOUNTING POLICIES AND DISCLOSURES

2.2 會計政策變動及披露

The Group has adopted the following revised standards for the first

於本年度的財務報表中，本集團首次採

time for the current year’s financial statements.

納下列經修訂準則。

Amendments to IAS 19 Defined Benefit Plans: Employee Contributions

國際會計準則第 19 號修訂界定福利 計劃：僱員供款

二零一零年至二零一二年周期的

Annual Improvements 2010-2012 Cycle

年度改進 二零一一年至二零一三年周期的

Annual Improvements 2011-2013 Cycle

年度改進 The adoption of the above revised standards has had no significant

採納上述經修訂準則並無對該等財務報

financial effect on these financial statements.

表產生任何重大財務影響。

In addition, the Company has adopted the amendments to the listing

此外，本公司已於本財政年度採納香港

rules issued by the Hong Kong Stock Exchange (the “HKSE”) (the

聯合交易所（「香港聯交所」）頒佈有關財

“Listing Rules”) relating to the disclosure of financial information with

務資料披露的上市規則（「上市規則」）修

reference to the Hong Kong Companies Ordinance (Cap. 622) during

訂（參考香港公司條例（第 622 章））。對

the current financial year. The main impact to the financial statements

財務報表的主要影響在於財務報表內若

is on the presentation and disclosure of certain information in the

干資料的呈列及披露。

financial statements.

– F-100 –

二零一五年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

2.3 ISSUED BUT NOT YET EFFECTIVE IFRSs

The Group has not applied the following new and revised IFRSs,

2.3 已頒佈但尚未生效的國際財 務報告準則 本集團並未於本財務報表中應用下列已

that have been issued but are not yet effective, in these financial

頒佈但尚未生效的新訂及經修訂國際財

statements.

務報告準則。

IFRS 9 Amendments to IFRS 10, IFRS 12 and IAS 28

Financial Instruments3 Investment Entities: Applying the Consolidation Exception1

Amendments to IFRS 10 and IAS 28

Sale or Contribution of Assets between an Investor and its Associate or Joint Venture6

Amendments to IFRS 11

Accounting for Acquisitions of Interests in Joint Operations1 Regulatory Deferral Accounts5 Revenue from Contracts with Customers3 Leases4 Disclosure Initiative1 Disclosure Initiative 2 Recognition of Deferred Tax Assets for Unrealised Losses2 Clarification of Acceptable Methods of Depreciation and Amortisation1 Agriculture: Bearer Plants1

IFRS 14 IFRS 15 IFRS 16 Amendments to IAS 1 Amendments to IAS 7 Amendments to IAS 12 Amendments to IAS 16 and IAS 38 Amendments to IAS 16 and IAS 41 Amendments to IAS 27 Annual Improvements 2012-2014 Cycle 1

Equity Method in Separate Financial Statements1 Amendments to a number of IFRSs1

Effective for annual periods beginning on or after 1 January 2016

國際財務報告準則第9號 金融工具 3 國際財務報告準則第10號、 投資實體：應用合併豁免 1 國際財務報告準則第12號及 國際會計準則第28號修訂 國際財務報告準則第10號及 投資者與其聯營公司或 國際會計準則第28號修訂 合營企業之間的資產 出售或注資 6 國際財務報告準則第11號修訂 收購共同經營權益的 會計處理 1 國際財務報告準則第14號 監管遞延賬戶 5 國際財務報告準則第15號 來自與客戶合約的收入 3 國際財務報告準則第16號 租賃 4 國際會計準則第1號修訂 披露措施 1 國際會計準則第7號修訂 披露措施 2 國際會計準則第12號修訂 確認未變現虧損的遞延 稅項資產 2 國際會計準則第16號及 可接納的折舊及攤銷方法 國際會計準則第38號修訂 的澄清 1 國際會計準則第16號及 農業：生產性作物 1 國際會計準則第41號修訂 國際會計準則第27號修訂 獨立財務報表中的權益法 1 二零一二年至二零一四年 多項國際財務報告準則 周期的年度改進 的修訂 1 1

於二零一六年一月一日或之後開始的 年度期間生效

2

Effective for annual periods beginning on or after 1 January 2017

2

於二零一七年一月一日或之後開始的 年度期間生效

3

Effective for annual periods beginning on or after 1 January 2018

3

於二零一八年一月一日或之後開始的 年度期間生效

4

Effective for annual periods beginning on or after 1 January 2019

4

於二零一九年一月一日或之後開始的 年度期間生效

5

Effective for an entity that first adopts IFRSs for its annual financial

5

就於二零一六年一月一日或之後開始

statements beginning on or after 1 January 2016 and therefore is not

的年度財務報表首次採納國際財務報

applicable to the Group

告準則之實體生效，因此不適用於本 集團

6

No mandatory effective date yet determined but is available for adoption

– F-101 –

6

尚未釐定強制生效日期，惟可供採納

87 87

88 88

China Singyes Solar Technologies Holdings Limited Annual Report 2015

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

2.3 ISSUED BUT NOT YET EFFECTIVE IFRSs (Continued)

2.3 已頒佈但尚未生效的國際財 務報告準則（續）

Further information about those IFRSs that are expected to be

有關預期適用於本集團的國際財務報告

applicable to the Group is as follows:

準則的進一步資料如下：

In July 2014, the IASB issued the final version of IFRS 9, bringing

於二零一四年七月，國際會計準則理事

together all phases of the financial instruments project to replace IAS

會頒佈國際財務報告準則第 9 號的最終

39 and all previous versions of IFRS 9. The standard introduces new

版本，將金融工具項目的所有階段集中

requirements for classification and measurement, impairment and

在一起以代替國際會計準則第 39 號及

hedge accounting. The Group expects to adopt IFRS 9 from 1 January

全部先前版本的國際財務報告準則第 9

2018. The Group expects that the adoption of IFRS 9 will have an

號。該準則引入分類及計量、減值及對

impact on the classification and measurement of the Group’s financial

沖會計處理的新規定。本集團預期自二

assets. Further information about the impact will be available nearer

零一八年一月一日起採納國際財務報告 準則第 9 號。本集團預期採納國際財務

the implementation date of the standard.

報告準則第 9 號將對本集團金融資產的 分類及計量產生影響。有關影響的進一 步資料將於接近該準則的實施日期提 供。 IFRS 15 establishes a new five-step model to account for revenue

國際財務報告準則第 15 號建立一個新

arising from contracts with customers. Under IFRS 15, revenue is

的五步模式，以核算於自客戶合約產生

recognised at an amount that reflects the consideration to which an

的收益。根據國際財務報告準則第 15

entity expects to be entitled in exchange for transferring goods or

號，收益按能反映實體預期就交換向客

services to a customer. The principles in IFRS 15 provide a more

戶轉讓貨物或服務而有權獲得的代價金

structured approach for measuring and recognising revenue. The

額確認。國際財務報告準則第 15 號的原

standard also introduces extensive qualitative and quantitative

則為計量及確認收益提供更加系統化的

disclosure requirements, including disaggregation of total revenue,

方法。該準則亦引入廣泛的定性及定量

information about performance obligations, changes in contract asset

披露規定，包括分拆收益總額，關於履

and liability account balances between periods and key judgements

行責任、不同期間之間合約資產及負債

and estimates. The standard will supersede all current revenue

賬目結餘的變動以及主要判斷及估計的

recognition requirements under IFRSs. In July 2015, the IASB issued

資料。該準則將取代國際財務報告準則

an amendment to IFRS 15 regarding a one-year deferral of the

項下所有現時收益確認的規定。於二零

mandatory effective date of IFRS 15 to 1 January 2018. The Group

一五年七月，國際會計準則理事會頒佈

expects to adopt IFRS 15 on 1 January 2018 and is currently assessing

一項對國際財務報告準則第 15 號的修

the impact of IFRS 15 upon adoption.

訂，將國際財務報告準則第 15 號的強制 生效日期延後一年至二零一八年一月一 日。本集團預期於二零一八年一月一日 採納國際財務報告準則第 15 號，目前正 評估採納國際財務報告準則第 15 號的影 響。

– F-102 –

二零一五年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

2.3 ISSUED BUT NOT YET EFFECTIVE IFRSs (Continued)

2.3 已頒佈但尚未生效的國際財 務報告準則（續）

In January 2016, the IASB issued IFRS 16 which requires lessees

於二零一六年一月，國際會計準則理事

to recognise assets and liabilities for most leases. Under the new

會頒佈國際財務報告準則第 16 號，要求

standard, a lease is a contract, or part of a contract, that conveys the

承租人就大多數租賃確認資產及負債。

right to use an identified asset for a period of time in exchange for

根據新準則，租賃為一項合約或合約的

consideration. A contract conveys the right to control the use of an

一部分，給予權利在一段時間內使用已

identified asset if, throughout the period of use, the customer has the

識別資產以換取代價。倘於整段使用期

right to obtain substantially all of the economic benefits from the use of

間客戶有權取得因使用已識別資產而帶

the identified asset and direct the use of the identified asset. Lessees

來的絕大部分經濟利益，並有權管理已

are required to initially recognise a lease liability for the obligation

識別資產的使用，則合約給予權利控制

to make lease payments and a right-of-use asset for the right to use

已識別資產的使用。承租人須首先就支

the identified asset for the lease term. Subsequently, lessees accrete

付租賃款的責任確認為租賃負債，以及

the lease liability to reflect interest and reduce the liability to reflect

就租期內使用已識別資產的權利確認為

lease payments made. The related right-of-use asset is depreciated

使用權資產。其後，承租人須增加租賃

in accordance with the depreciation requirements of IAS 16 Property,

負債以反映權益，並減少負債以反映已

Plant and Equipment. For lessors, there is little change to the existing

支付的租賃款。相關的使用權資產根據

accounting in IAS 17 Leases. The Group expects to adopt IFRS 16 on

國際會計準則第 16 號物業、廠房及設備

1 January 2019 and is currently assessing the impact of IFRS 16 upon

的折舊要求予以折舊。就出租人而言，

adoption.

國際會計準則第 17 號租賃的現有會計 處理變化不大。本集團預期於二零一九 年一月一日採納國際財務報告準則第 16 號，目前正評估採納國際財務報告準則 第 16 號的影響。

Amendments to IAS 1 include narrow-focus improvement in respect

國際會計準則第 1 號修訂載有有關財務

of the presentation and disclosure in financial statements. The

報表的呈列及披露之小範圍改進。該等

amendments clarify:

修訂釐清：

(i)

(i)

the materiality requirements in IAS 1;

國際會計準則第 1 號的重大性要 求；

(ii)

that specific line items in the statement of profit or loss and the

(ii)

(iii)

that the entities have flexibility as to the order in which they

(iii)

that the share of other comprehensive income of associates and joint ventures accounted for using the equity method must

實體可靈活處理財務報表附註的 呈列次序；及

present the notes to the financial statements; and (iv)

損益表及財務狀況表內的特定細 項可予細分；

statement of financial position may be disaggregated;

(iv)

採用權益法入賬的分佔聯營公司 及合營企業的其他全面收益必須

be presented in aggregate as a single line item, and classified

作為單獨項目匯總呈列，並分列

between those items that will or will not be subsequently

為可於或不可於往後期間重新分

reclassified to profit or loss.

類至損益。

– F-103 –

89 89

90 90

China Singyes Solar Technologies Holdings Limited Annual Report 2015

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

2.3 ISSUED BUT NOT YET EFFECTIVE IFRSs (Continued)

2.3 已頒佈但尚未生效的國際財 務報告準則（續）

Furthermore, the amendments clarify the requirements that apply

此外，該等修訂釐清對於財務狀況表及

when additional subtotals are presented in the statement of financial

損益表內呈列額外小計所適用的要求。

position and statement of profit or loss. The Group expects to adopt the

本集團預期於二零一六年一月一日起採

amendments from 1 January 2016. The amendments are not expected

納該等修訂。該等修訂預期不會對本集

to have any significant impact on the Group’s financial statements.

團的財務報表產生任何重大影響。

In January 2016, the IASB published Amendments to IAS 7. The

於二零一六年一月，國際會計準則理事

amendments require an entity to provide disclosures that enable users

會頒佈國際會計準則第 7 號修訂本。該

of financial statements to evaluate changes in liabilities arising from

等修訂要求實體作出披露，以便財務報

financing activities, including both changes arising from cash flows

表的使用者可評估融資活動所引致的負

and non-cash changes. The amendments are not expected to have

債變化，包括現金流引致的變化及非現

any significant impact on the financial position or performance of the

金變化。預期該等修訂於二零一七年一

Group upon adoption on 1 January 2017.

月一日採納後不會對本集團的財務狀況 或表現產生任何重大影響。

Amendments to IAS 16 and IAS 38 clarify the principle in IAS 16

國際會計準則第 16 號及國際會計準則第

and IAS 38 that revenue reflects a pattern of economic benefits that

38 號的修訂釐清國際會計準則第 16 號

are generated from operating business (of which the asset is part)

及國際會計準則第 38 號的原則，即收

rather than the economic benefits that are consumed through the

益反映經營業務（其中資產是一部分）所

use of the asset. As a result, a revenue-based method cannot be

產生的經濟利益模式，而不是透過使用

used to depreciate property, plant and equipment and may only be

資產所耗費的經濟利益。因此，收益法

used in very limited circumstances to amortise intangible assets. The

不能用於折舊物業、廠房及設備，而僅

amendments are to be applied prospectively. The amendments are not

可在非常有限的情況下用以攤銷無形資

expected to have any impact on the financial position or performance

產。該等修訂只對未來適用。由於本集

of the Group upon adoption on 1 January 2016 as the Group has not

團並無使用收益法計算其非流動資產的

used a revenue-based method for the calculation of depreciation of its

折舊，故該等修訂於二零一六年一月一

non-current assets.

日獲採納後，預期不會對本集團的財務 狀況或業績產生任何影響。

– F-104 –

二零一五年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

2.4 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2.4 主要會計政策概要

Investments in associates

於聯營公司的投資

An associate is an entity in which the Group has a long term interest of

聯營公司為本集團於其一般不少於 20%

generally not less than 20% of the equity voting rights and over which it

股本投票權中擁有長期權益的實體，且

is in a position to exercise significant influence. Significant influence is

可對其發揮重大影響力。重大影響力指

the power to participate in the financial and operating policy decisions

的是參與投資對象的財務和經營決策的

of the investee, but is not control or joint control over those policies.

權力，但不是控制或共同控制這些決策 的權力。

The Group’s investments in associates are stated in the consolidated

本集團於聯營公司的投資乃按本集團根

statement of financial position at the Group’s share of net assets under

據權益會計法應佔資產淨值減任何減值

the equity method of accounting, less any impairment losses.

虧損於綜合財務狀況表列賬。

The Group’s share of the post-acquisition results and other

本集團應佔聯營公司收購後業績及其他

comprehensive income of associates is included in the consolidated

全面收益分別計入綜合損益及綜合其他

statement of profit or loss and consolidated other comprehensive

全面收益表。此外，倘於聯營公司的權

income, respectively. In addition, when there has been a change

益直接確認變動，則本集團會於綜合

recognised directly in the equity of the associate, the Group recognises

權益變動表確認其應佔任何變動（倘適

its share of any changes, when applicable, in the consolidated

用）。本集團與其聯營公司間交易的未

statement of changes in equity. Unrealised gains and losses resulting

變現收益及虧損將以本集團於聯營公司

from transactions between the Group and its associate are eliminated

的投資為限對銷，惟倘未變現虧損證明

to the extent of the Group’s investments in the associates, except

所轉讓資產減值則除外。收購聯營公司

where unrealised losses provide evidence of an impairment of the

所產生的商譽已計入作本集團於聯營公

assets transferred. Goodwill arising from the acquisition of associates is

司投資的一部份。

included as part of the Group’s investments in associates.

– F-105 –

91 91

92 92

China Singyes Solar Technologies Holdings Limited Annual Report 2015

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

2.4 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

2.4 主要會計政策概要（續）

Investments in associates (Continued)

於聯營公司的投資（續）

If an investment in an associate becomes an investment in a joint

倘於聯營公司之投資變成於合資公司之

venture or vice versa, the retained interest is not remeasured. Instead,

投資或出現相反情況，則不會重新計量

the investment continues to be accounted for under the equity

保留權益。反之，該投資繼續根據權益

method. In all other cases, upon loss of significant influence over the

法入賬。在所有其他情況下，失去對聯

associate or joint control over the joint venture, the Group measures

營公司之重大影響力或對合資公司之共

and recognises any retained investment at its fair value. Any difference

同控制權後，本集團按其公平值計量及

between the carrying amount of the associate upon loss of significant

確認任何剩餘投資。聯營公司於失去重

influence and the fair value of the retained investment and proceeds

大影響力時的賬面值與剩餘投資及出售

from disposal is recognised in profit or loss.

所得款項的公平值之間的任何差額乃於 損益賬內確認。

Business combinations and goodwill

業務合併及商譽

Business combinations are accounted for using the acquisition

業務合併乃以收購法列賬。轉讓對價乃

method. The consideration transferred is measured at the acquisition

以收購日期的公平值計量，該公平值

date fair value which is the sum of the acquisition date fair values of

為本集團轉讓的資產於收購日期的公平

assets transferred by the Group, liabilities assumed by the Group to

值、本集團向被收購方前擁有人承擔的

the former owners of the acquiree and the equity interests issued by

負債，及本集團發行以換取被收購方控

the Group in exchange for control of the acquiree. For each business

制權的股本權益的總和。於各業務合併

combination, the Group elects whether to measure the non-controlling

中，本集團選擇是否以公平值或被於收

interests in the acquiree that are present ownership interests and

購方可識別淨資產的應佔比例，計量於

entitle their holders to a proportionate share of net assets in the event

被收購方的非控股權益，即於被收購方

of liquidation at fair value or at the proportionate share of the acquiree’s

中賦予持有人在清盤時按比例分佔淨資

identifiable net assets. All other components of non-controlling interests

產的現有所有權權益。非控股權益的所

are measured at fair value. Acquisition-related costs are expensed as

有其他組成部分均按公平值計量。收購

incurred.

相關成本於產生時列為開支。

– F-106 –

二零一五年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

2.4 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

2.4 主要會計政策概要（續）

Business combinations and goodwill (Continued)

業務合併及商譽（續）

When the Group acquires a business, it assesses the financial assets

當本集團收購一項業務時，會根據合同

and liabilities assumed for appropriate classification and designation

條款、於收購日期的經濟環境及相關條

in accordance with the contractual terms, economic circumstances

件，評估須承擔的金融資產及負債，以

and pertinent conditions as at the acquisition date. This includes the

作出適合的分類及標示，其中包括分離

separation of embedded derivatives in host contracts of the acquiree.

被收購方主合同中的嵌入式衍生工具。

If the business combination is achieved in stages, the previously held

如業務合併分階段進行，先前持有的股

equity interest is remeasured at its acquisition date fair value and any

本權益按其於收購日期的公平值重新

resulting gain or loss is recognised in profit or loss.

計量，所產生的任何損益在損益賬中確 認。

Any contingent consideration to be transferred by the acquirer

收購方將轉讓的任何或然對價按收購日

is recognised at fair value at the acquisition date. Contingent

期的公平值確認。分類為資產或負債的

consideration classified as an asset or liability is measured at fair value

或然對價按公平值計量，其公平值變動

with changes in fair value recognised in profit or loss. Contingent

於損益賬內。分類為權益的或然對價不

consideration that is classified as equity is not remeasured and

重新計量，其之後的結算在權益中入

subsequent settlement is accounted for within equity.

賬。

Goodwill is initially measured at cost, being the excess of the aggregate

商譽起初按成本計量，即已轉讓對價、

of the consideration transferred, the amount recognised for non-

非控股權益的確認金額及本集團先前持

controlling interests and any fair value of the Group’s previously held

有的被收購方股本權益的任何公平值總

equity interests in the acquiree over the identifiable net assets acquired

額，與所收購可識別淨資產及所承擔負

and liabilities assumed. If the sum of this consideration and other items

債之間的差額。如對價與其他項目的總

is lower than the fair value of the net assets acquired, the difference

額低於所收購淨資產的公平值，於重新

is, after reassessment, recognised in profit or loss as a gain on bargain

評估後該差額將於損益賬內確認為議價

purchase.

收購收益。

– F-107 –

93 93

94 94

China Singyes Solar Technologies Holdings Limited Annual Report 2015

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

2.4 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

2.4 主要會計政策概要（續）

Business combinations and goodwill (Continued)

業務合併及商譽（續）

After initial recognition, goodwill is measured at cost less any

於初始確認後，商譽按成本減任何累計

accumulated impairment losses. Goodwill is tested for impairment

減值虧損計量。商譽須每年作減值測

annually or more frequently if events or changes in circumstances

試，若有事件發生或情況改變顯示賬面

indicate that the carrying value may be impaired. The Group performs

值有可能減值時，則會更頻密地進行測

its annual impairment test of goodwill as at 31 December. For the

試。本集團於十二月三十一日進行商譽

purpose of impairment testing, goodwill acquired in a business

的年度減值測試。為進行減值測試，因

combination is, from the acquisition date, allocated to each of the

業務合併而購入的商譽自收購日期起被

Group’s cash-generating units, or groups of cash-generating units,

分配至預期可從合併產生的協同效益中

that are expected to benefit from the synergies of the combination,

獲益的本集團各現金產生單位或現金產

irrespective of whether other assets or liabilities of the Group are

生單位組別，而無論本集團其他資產或

assigned to those units or groups of units.

負債是否已分配至該等單位或單位組 別。

Impairment is determined by assessing the recoverable amount of the

減值乃通過評估與商譽有關的現金產生

cash-generating unit (group of cash-generating units) to which the

單位（或現金產生單位組別）的可收回金

goodwill relates. Where the recoverable amount of the cash-generating

額釐定。當現金產生單位（或現金產生

unit (group of cash-generating units) is less than the carrying amount,

單位組別）的可收回金額低於賬面金額

an impairment loss is recognised. An impairment loss recognised for

時，減值虧損便予以確認。已就商譽確

goodwill is not reversed in a subsequent period.

認的減值虧損不得於隨後期間撥回。

Where goodwill has been allocated to a cash-generating unit (or group

如商譽分配至現金產生單位（或現金產

of cash-generating units) and part of the operation within that unit is

生單位組別）而該單位的部分業務已出

disposed of, the goodwill associated with the operation disposed of is

售， 則 在 釐 定 出 售 損 益 時， 與 所 出 售

included in the carrying amount of the operation when determining

業務相關的商譽會計入該業務的賬面金

the gain or loss on the disposal. Goodwill disposed of in these

額。在該等情況下出售的商譽乃根據所

circumstances is measured based on the relative value of the operation

出售業務的相對價值及現金產生單位的

disposed of and the portion of the cash-generating unit retained.

保留份額進行計量。

– F-108 –

二零一五年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

2.4 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

2.4 主要會計政策概要（續）

Fair value measurement

公平值計量

The Group measures its derivative financial instruments, certain

本集團按各報告期末的公平值計量其衍

available-for-sale investments and conversion rights of convertible

生金融工具、若干可供出售投資及可換

bonds at fair value at the end of each reporting period. Fair value is

股債券的轉換權。公平值指於計量日期

the price that would be received to sell an asset or paid to transfer

之市場參與者之間之有序交易中，就出

a liability in an orderly transaction between market participants at

售資產所收取之價格或轉讓負債所支付

the measurement date. The fair value measurement is based on the

之價格。公平值計量乃基於假設出售資

presumption that the transaction to sell the asset or transfer the liability

產或轉讓負債之交易於資產或負債之主

takes place either in the principal market for the asset or liability, or in

要市場，或在未有主要市場之情況下，

the absence of a principal market, in the most advantageous market

則於資產或負債之最有利市場進行。主

for the asset or liability. The principal or the most advantageous market

要或最有利市場須位於本集團能到達之

must be accessible by the Group. The fair value of an asset or a liability

地方。資產或負債之公平值乃使用市場

is measured using the assumptions that market participants would use

參與者為資產或負債定價所用之假設計

when pricing the asset or liability, assuming that market participants

量（假設市場參與者依照彼等之最佳經

act in their economic best interest.

濟利益行事）。

A fair value measurement of a non-financial asset takes into account

非金融資產之公平值計量乃經計及一名

a market participant’s ability to generate economic benefits by using

市場參與者透過使用其資產之最高及最

the asset in its highest and best use or by selling it to another market

佳用途或透過將資產出售予將使用其最

participant that would use the asset in its highest and best use.

高及最佳用途之另一名市場參與者而能 夠產生經濟利益之能力。

The Group uses valuation techniques that are appropriate in the

本集團使用適用於不同情況之估值技

circumstances and for which sufficient data are available to measure

術，而其有足夠數據計量公平值，以盡

fair value, maximising the use of relevant observable inputs and

量利用相關可觀察輸入數據及盡量減少

minimising the use of unobservable inputs.

使用不可觀察輸入數據。

– F-109 –

95 95

96 96

China Singyes Solar Technologies Holdings Limited Annual Report 2015

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

2.4 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

2.4 主要會計政策概要（續）

Fair value measurement (Continued)

公平值計量（續）

All assets and liabilities for which fair value is measured or disclosed in

於財務報表計量或披露公平值之所有資

the financial statements are categorised within the fair value hierarchy,

產及負債，均根據對公平值計量整體而

described as follows, based on the lowest level input that is significant

言屬重要之最低層輸入數據在下述公平

to the fair value measurement as a whole:

值等級架構內進行分類：

Level 1 – based on quoted prices (unadjusted) in active markets for

第一層 –

按同等資產或負債於活躍 市場之報價（未經調整）計

identical assets or liabilities

算 Level 2 – based on valuation techniques for which the lowest level

第二層 –

按估值技巧計算（藉此直接

input that is significant to the fair value measurement is

或間接可觀察對公平值計

observable, either directly or indirectly

量而言屬重要之最低層輸 入數據）

Level 3 – based on valuation techniques for which the lowest level

第三層 –

按估值技巧計算（藉此觀察

input that is significant to the fair value measurement is

不到對公平值計量而言屬

unobservable

重要之最低層輸入數據）

For assets and liabilities that are recognised in the financial statements

就按經常性基準於財務報表確認之資產

on a recurring basis, the Group determines whether transfers have

及負債而言，本集團於每個報告期末通

occurred between levels in the hierarchy by reassessing categorisation

過重新評估分類（基於對公平值計量整

(based on the lowest level input that is significant to the fair value

體而言屬重大之最低層輸入數據）以決

measurement as a whole) at the end of each reporting period.

定等級架構內各層之間是否有轉移。

– F-110 –

二零一五年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

2.4 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

2.4 主要會計政策概要（續）

Impairment of non-financial assets

非金融資產的減值

Where an indication of impairment exists, or when annual impairment

倘出現減值跡象或須對資產（不包括存

testing for an asset is required (other than inventories, construction

貨、建築合同資產及金融資產）進行年

contract assets and financial assets), the asset’s recoverable amount

度減值測試，則會估計資產的可收回金

is estimated. An asset’s recoverable amount is the higher of the asset’s

額。資產的可收回金額乃資產或現金產

or cash-generating unit’s value in use and its fair value less costs of

生單位使用價值與其公平值減出售成

disposal, and is determined for an individual asset, unless the asset

本兩者中的較高者，並且就個別資產釐

does not generate cash inflows that are largely independent of those

定，如果資產並不產生大部分獨立於其

from other assets or groups of assets, in which case the recoverable

他資產及資產組合的現金流入，在該情

amount is determined for the cash-generating unit to which the asset

況下，可收回金額則按資產所屬的現金

belongs.

產生單位釐定。

An impairment loss is recognised only if the carrying amount of an

只有資產的賬面金額超過其可收回金額

asset exceeds its recoverable amount. In assessing value in use, the

時，減值虧損方予確認。評估使用價值

estimated future cash flows are discounted to their present value using

時，估計未來現金流量採用反映當前市

a pre-tax discount rate that reflects current market assessments of the

場對貨幣時間價值及該項資產的特有風

time value of money and the risks specific to the asset. An impairment

險的稅前折現率貼現為現值。減值虧損

loss is charged to profit or loss in the period in which it arises in those

乃於產生期間計入損益賬中與減值資產

expense categories consistent with the function of the impaired asset.

相應的費用類別。

An assessment is made at the end of each reporting period as to

於每個報告期末評估是否有跡象顯示過

whether there is an indication that previously recognised impairment

往已確認的減值虧損可能已不再存在或

losses may no longer exist or may have decreased. If such an

可能減少。倘出現該等跡象，則會估計

indication exists, the recoverable amount is estimated. A previously

資產的可收回金額。只有在用以釐定資

recognised impairment loss of an asset other than goodwill is reversed

產（商譽除外）的可收回金額的估計方法

only if there has been a change in the estimates used to determine the

出現變動時，方會撥回該資產過往已確

recoverable amount of that asset, but not to an amount higher than

認的減值虧損，但撥回的金額不可超逾

the carrying amount that would have been determined (net of any

假設過往年度並無就該項資產確認減值

depreciation/amortisation) had no impairment loss been recognised

虧損而釐定的賬面值（扣除任何折舊╱

for the asset in prior years. A reversal of such an impairment loss is

攤銷）。撥回的減值虧損乃於其產生期

credited to profit or loss in the period in which it arises.

間計入損益。

– F-111 –

97 97

98 98

China Singyes Solar Technologies Holdings Limited Annual Report 2015

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

2.4 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

2.4 主要會計政策概要（續）

Related parties

關連方

A party is considered to be related to the Group if:

在以下情況下，一方將被視為本集團的 關連方：

(a)

the party is a person or a close member of that person’s family

(a)

有關方為一名人士或該人士之關

and that person

係密切家庭成員，而該人士：

(i)

has control or joint control over the Group;

(i)

控制或共同控制本集團；

(ii)

has significant influence over the Group; or

(ii)

對本集團有重大影響；或

(iii)

is a member of the key management personnel of the

(iii)

為本集團或本集團母公司的 主要管理人員的其中一名成

Group or of a parent of the Group;

員； 或

or (b)

the party is an entity where any of the following conditions

(b)

該方為實體而符合下列任何一項

applies:

條件：

(i)

(i)

the entity and the Group are members of the same group;

該實體與本集團屬同一集團 之成員公司；

(ii)

one entity is an associate or joint venture of the other

(ii)

該實體為另一家實體的聯營

entity (or of a parent, subsidiary or fellow subsidiary of the

公司或合營企業（或另一家

other entity);

實體的母公司、附屬公司或 同系附屬公司）；

(iii)

the entity and the Group are joint ventures of the same

(iii)

(iv)

該實體與本集團均為同一第 三方的合營企業；

third party; one entity is a joint venture of a third entity and the other entity is an associate of the third entity;

(iv)

該實體為第三方實體的合營 企業，而另一家實體則為該 第三方實體的聯營公司；

– F-112 –

二零一五年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

2.4 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

2.4 主要會計政策概要（續）

Related parties (Continued)

關連方（續）

(b)

(b)

the party is an entity where any of the following conditions

該方為實體而符合下列任何一項

applies: (Continued)

條件：（續）

(v)

(v)

(vi)

the entity is a post-employment benefit plan for the benefit

關連之實體就僱員利益設立

Group;

的離職福利計劃；

the entity is controlled or jointly controlled by a person

(vi)

該實體受 (a) 項所界定人士 控制或受共同控制；

identified in (a); (vii)

實體為本集團或與本集團有

of employees of either the Group or an entity related to the

a person identified in (a)(i) has significant influence

(vii)

於 (a)(i) 項 所 識 別 人 士 對 該

over the entity or is a member of the key management

實體有重大影響力或屬該實

personnel of the entity (or of a parent of the entity); and

體（或該實體的母公司）主 要管理層成員；及

(viii) the entity, or any member of a group of which it is a part,

(viii) 該 實 體 或 本 集 團 任 何 之 成

provides key management personnel services to the Group

員，向本集團或本集團之母

or to the parent of the Group.

公司提供主要管理人員服 務。

Property, plant and equipment and depreciation

物業、廠房及設備與折舊

Property, plant and equipment, other than construction in progress,

除在建工程以外，物業、廠房及設備按

are stated at cost less accumulated depreciation and any impairment

成本減累計折舊及任何減值虧損列賬。

losses. The cost of an item of property, plant and equipment comprises

一項物業、廠房及設備項目的成本包括

its purchase price and any directly attributable costs of bringing the

其購買價及將資產達至運作狀況及位

asset to its working condition and location for its intended use.

置，以作其預定用途所產生的任何直接 應計成本。

– F-113 –

99 99

100 100

China Singyes Solar Technologies Holdings Limited Annual Report 2015

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

2.4 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

2.4 主要會計政策概要（續）

Property, plant and equipment and depreciation (Continued)

物業、廠房及設備與折舊（續）

Expenditure incurred after items of property, plant and equipment have

物業、廠房及設備項目開始運作後所產

been put into operation, such as repairs and maintenance, is normally

生的開支，如維修保養，一般於產生期

charged to profit or loss in the period in which it is incurred. In

間在損益中扣除。若滿足確認標準，則

situations where the recognition criteria are satisfied, the expenditure

重大檢查的開支會於資產賬面值中資本

for a major inspection is capitalised in the carrying amount of the

化作為替換。若須定期替換大部份物

asset as a replacement. Where significant parts of property, plant

業、廠房及設備，則本集團會按特定可

and equipment are required to be replaced as intervals, the Group

使用年期確認該部份為個別資產，並據

recognises such parts as individual assets with specific useful lives and

此作出折舊。

depreciates them accordingly. Depreciation is calculated on the straight-line basis to write off the cost

各項物業、廠房及設備折舊乃以直線法

of each item of property, plant and equipment to its residual value (nil

按其估計可使用年期撇銷其成本至其剩

to 5% of cost) over its estimated useful life. The estimated useful lives

餘價值，即零至 5% 的成本。物業、廠

of property, plant and equipment are as follows:

房及設備的估計可使用年期如下： 50 years

Land and buildings Plant and machinery

5-10 years

Motor vehicles

5 years

Office equipment and furniture

3-5 years

Photovoltaic power station

25 years

土地及樓宇 機器設備 汽車 辦公室設備及傢具 光伏電站

50 年 5-10 年 5年 3-5 年 25 年

Where parts of an item of property, plant and equipment have different

當一項物業、廠房及設備的各部分有不

useful lives, the cost of that item is allocated on a reasonable basis

同可使用年期時，該項目的成本乃按合

among the parts and each part is depreciated separately. Residual

理基準在各部分之間分配，而各部分乃

values, useful lives and the depreciation method are reviewed, and

個別地折舊。剩餘價值、可使用年期及

adjusted if appropriate, at least at each financial year end.

折舊方法至少應於各財政年結日復核， 並作出調整（如適當）。

– F-114 –

二零一五年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

2.4 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

2.4 主要會計政策概要（續）

Property, plant and equipment and depreciation (Continued)

物業、廠房及設備與折舊（續）

An item of property, plant and equipment including any significant part

物業、廠房及設備項目包括任何初始確

initially recognised is derecognised upon disposal or when no future

認的主要部分於出售或預期其使用或出

economic benefits are expected from its use or disposal. Any gain or

售不會帶來未來經濟利益時終止確認。

loss on disposal or retirement recognised in profit or loss in the year the

因出售或報廢而於該資產終止確認年度

asset is derecognised is the difference between the net sales proceeds

的損益賬內確認的任何盈虧乃有關資產

and the carrying amount of the relevant asset.

出售所得款項淨額與賬面值的差額。

Construction in progress represents property, plant and equipment

在建工程指正在建築中的物業、廠房及

under construction, which is stated at cost less any impairment losses,

設備，乃以成本值減任何減值虧損列

and is not depreciated. Cost comprises the direct costs of construction

賬，且並無計提折舊。成本包括建築期

and capitalised borrowing costs on related borrowing funds during the

間的直接建築成本及建築期間有關借款

period of construction. Construction in progress is reclassified to the

的資本化借貸成本。在建工程於完工及

appropriate category of property, plant and equipment when completed

可作使用時，將重新分類至物業、廠房

and ready for use.

及設備之適當類別。

Intangible assets (other than goodwill)

無形資產（商譽除外）

Intangible assets acquired separately are measured on initial

單獨取得的無形資產於初始確認時按成

recognition at cost. The useful lives of intangible assets are assessed

本計量。無形資產的可使用年期分為有

to be either finite or indefinite. Intangible assets with finite lives are

限期或無限期。有限期的無形資產隨後

subsequently amortised over the useful economic life and assessed for

按可使用經濟年期攤銷，並於有跡象顯

impairment whenever there is an indication that the intangible asset

示無形資產可能出現減值時評估減值。

may be impaired. The amortisation period and the amortisation method

有限可使用年期的無形資產的攤銷期及

for an intangible asset with a finite useful life are reviewed at least at

攤銷方法至少於每個財政年度末檢討一

each financial year end.

次。

Software purchased is stated at cost less any impairment losses and is

購買的軟件按成本減任何減值虧損列

amortised on the straight-line basis over its estimated useful life of five

賬，並以直線法按五年的估計可使用年

years.

期內攤銷。

– F-115 –

101 101

102 102

China Singyes Solar Technologies Holdings Limited Annual Report 2015

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

2.4 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

2.4 主要會計政策概要（續）

Intangible assets (other than goodwill) (Continued)

無形資產（商譽除外） （續）

Operating rights represent rights to operate solar power water heating

經營權指由若干學校許可之太陽能熱水

systems granted by certain schools and are stated at cost less any

系統經營權，按成本減任何減值虧損列

impairment losses and are amortised on the straight-line basis over

賬，並於估計可使用年期 7 至 10 年按直

their estimated useful lives of 7 to 10 years.

線法攤銷。

Research and development costs

研究及開發成本

All research costs are charged to profit or loss as incurred.

所有研究成本於產生時計入損益。

Expenditure incurred on projects to develop new products is

開發新產品項目產生的開支，僅在本集

capitalised and deferred only when the Group can demonstrate the

團能夠證明以下各項時，方予以資本化

technical feasibility of completing the intangible asset so that it will

及遞延，即：完成無形資產以供使用或

be available for use or sale, its intention to complete and its ability

出售的技術可行性；本集團完成資產的

to use or sell the asset, how the asset will generate future economic

意圖及其使用或出售該資產的能力；資

benefits, the availability of resources to complete the project and the

產日後如何產生經濟利益；能否獲得完

ability to measure reliably the expenditure during the development.

成該項目的資源，以及在開發過程中可

Product development expenditure which does not meet these criteria

靠計量開支的能力。不符合這些標準的

is expensed when incurred.

產品開發開支將於產生時確認為費用。

Operating leases

經營租約

Leases where substantially all the rewards and risks of ownership of

凡資產擁有權的絕大部分回報及風險仍

assets remain with the lessor are accounted for as operating leases.

歸出租人所有的租約，均列作經營租

Where the Group is the lessee, rentals payable under operating leases,

約。倘本集團為承租人，根據經營租約

net of any incentives received from the lessor, are charged to profit or

的應付租金在扣除自出租人收取的任何

loss on the straight-line basis over the lease terms.

租金優惠後，按直線法於租賃期內於損 益內扣除。

Prepaid land lease payments under operating leases are initially stated

經營租約項下的預付土地租賃款項首先

at cost and subsequently recognised on the straight-line basis over the

以成本列值，其後以直線法於租賃期內

lease terms.

確認。

– F-116 –

二零一五年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

2.4 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

2.4 主要會計政策概要（續）

Operating leases (Continued)

經營租約（續）

When the lease payments cannot be allocated reliably between the

當租賃款項未能於土地及樓宇之間可靠

land and buildings elements, the entire lease payments are included in

分配時，整份租賃款項乃作為物業、廠

the cost of the land and buildings as a finance lease in property, plant

房及設備之融資租約，計入土地及樓宇

and equipment.

之成本。

Investments and other financial assets

投資及其他金融資產

Initial recognition and measurement

初始確認及計量

Financial assets are classified, at initial recognition, as financial assets

金融資產於初始確認時分類為按公平值

at fair value through profit or loss, loans and receivables and available-

計入損益之金融資產、貸款及應收款項

for-sale financial investments, as appropriate. When financial assets

及可供出售金融投資（如適當）。金融資

are recognised initially, they are measured at fair value plus transaction

產初始確認時，乃按公平值加上收購金

costs that are attributable to the acquisition of the financial assets,

融資產應佔的交易成本計量，惟按公平

except in the case of financial assets recorded at fair value through

值計入損益之金融資產除外。

profit or loss. All regular way purchases and sales of financial assets are recognised

金融資產之所有一般買賣都在交易日確

on the trade date, that is, the date that the Group commits to purchase

認，即本集團承諾購買或出售資產之日

or sell the asset. Regular way purchases or sales are purchases or

期。一般買賣指在一般市場規則或慣例

sales of financial assets that require delivery of assets within the period

指定的期限內交付金融資產之購買或銷

generally established by regulation or convention in the marketplace.

售。

Subsequent measurement

後續計量

The subsequent measurement of financial assets depends on their

金融資產後續計量取決於其以下分類：

classification as follows:

– F-117 –

103 103

104 104

China Singyes Solar Technologies Holdings Limited Annual Report 2015

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

2.4 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

2.4 主要會計政策概要（續）

Investments and other financial assets (Continued)

投資及其他金融資產（續）

Loans and receivables

貸款及應收款項

Loans and receivables are non-derivative financial assets with fixed

貸款及應收款項是屬於非衍生性質的金

or determinable payments that are not quoted in an active market.

融資產，以固定或可斟酌釐定的方式付

After initial measurement, such assets are subsequently measured

款（並非在活躍市場上提供報價）。於初

at amortised cost using the effective interest rate method less any

始計量後，該等資產其後以實際利息法

allowance for impairment. Amortised cost is calculated by taking into

按攤銷成本減任何減值撥備計量。攤銷

account any discount or premium on acquisition and includes fees or

成本乃於計及收購之任何折讓或溢價而

costs that are an integral part of the effective interest rate. The effective

計算，並包括構成實際利率不可分開部

interest rate amortisation is included in other income and gains in profit

分之費用或成本。實際利率攤銷列入損

or loss. The loss arising from impairment is recognised in profit or loss

益的「其他收入及收益」。減值虧損於損

in finance costs for loans and in other expenses for receivables.

益的貸款「融資成本」及應收款項「其他 開支」內確認。

Available-for-sale financial investments

可供出售金融投資

Available-for-sale financial investments are non-derivative financial

可供出售金融投資乃非上市股本證券及

assets in unlisted equity investments and other financial investments.

其他金融投資中被指定的非衍生金融資

Equity investments classified as available for sale are those which are

產。分類為可供銷售之股本投資為既非

neither classified as held for trading nor designated as at fair value

持作銷售亦非按公平值計入損益的股本

through profit or loss. Other financial investments in this category are

投資。無固定持有期限且可因流動資金

those which are intended to be held for an indefinite period of time and

需求或市況改變而出售的其他金融投資

which may be sold in response to needs for liquidity or in response to

歸類至該類別。

changes in market conditions.

– F-118 –

二零一五年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

2.4 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

2.4 主要會計政策概要（續）

Investments and other financial assets (Continued)

投資及其他金融資產（續）

Available-for-sale financial investments (Continued)

可供出售金融投資（續）

After initial recognition, available-for-sale financial investments are

於初始確認後，可供出售金融投資其後

subsequently measured at fair value, with unrealised gains or losses

以公平值計量，未變現盈虧於可供出售

recognised as other comprehensive income in the available-for-sale

投資重估儲備確認為其他全面收益，直

investment revaluation reserve until the investment is derecognised,

至投資被終止確認（屆時累計損益於損

at which time the cumulative gain or loss is recognised in profit or loss

益的「其他收益」確認），或直至投資被

in other income, or until the investment is determined to be impaired,

釐定為減值（屆時累計損益從可供出售

when the cumulative gain or loss is reclassified from the available-

投資重估儲備重新分類至損益的「其他

for-sale investment revaluation reserve to profit or loss in other

開支」）。持有可供出售金融投資時所賺

expenses. Interest and dividends earned whilst holding the available-

取的利息及股息分別呈列為利息收入及

for-sale financial investments are reported as interest income and

股息收入，並根據下列「收入確認」所

dividend income, respectively and are recognised in profit or loss as

載的政策於損益內確認為「其他收益」。

other income in accordance with the policies set out for “Revenue recognition” below. When the fair value of unlisted equity investments cannot be reliably

如非上市股本投資基於下列原因而不能

measured because (a) the variability in the range of reasonable fair

可靠地計量公平值，(a) 就該投資的合理

value estimates is significant for that investment or (b) the probabilities

公平值估計範圍幅度過大；或 (b) 範圍

of the various estimates within the range cannot be reasonably

內的若干估計可能性無法合理評估及用

assessed and used in estimating fair value, such investments are

以估計其公平值，則該等投資乃以成本

stated at cost less any impairment losses.

減任何減值虧損列賬。

The Group evaluates whether the ability and intention to sell its

本集團評估在短期內出售其可供出售金

available-for-sale financial assets in the near term are still appropriate.

融資產的能力及意圖是否依然適合。當

When, in rare circumstances, the Group is unable to trade these

本集團由於市場不活躍而無法買賣金融

financial assets due to inactive markets, the Group may elect to

資產，本集團可能在極少數情況下選擇

reclassify these financial assets if management has the ability and

重新分類該等金融資產（倘管理層有能

intention to hold the assets for the foreseeable future or until maturity.

力及意圖在可見將來持有該等資產或持 有至到期）。

– F-119 –

105 105

106 106

China Singyes Solar Technologies Holdings Limited Annual Report 2015

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

2.4 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

2.4 主要會計政策概要（續）

Investments and other financial assets (Continued)

投資及其他金融資產（續）

Available-for-sale financial investments (Continued)

可供出售金融投資（續）

For a financial asset reclassified from the available-for-sale category,

就從可供出售類別重新分類出來的金融

the fair value carrying amount at the date of reclassification becomes

資產而言，於重新分類日期之公平值賬

its new amortised cost and any previous gain or loss on that asset that

面值變為金融資產之新攤銷成本，而該

has been recognised in equity is amortised to profit or loss over the

資產先前於權益中確認的任何盈虧乃使

remaining life of the investment using the effective interest rate. Any

用實際利率於投資的餘下年期內攤銷至

difference between the new amortised cost and the maturity amount

損益。新攤銷成本與到期金額之間的任

is also amortised over the remaining life of the asset using the effective

何差額亦將使用實際利率於資產的餘下

interest rate. If the asset is subsequently determined to be impaired,

年期內攤銷。若資產其後被釐定為減

then the amount recorded in equity is reclassified to profit or loss.

值，則記錄於權益的款額會重新分類至 損益。

終止確認金融資產

Derecognition of financial assets A financial asset (or, where applicable, a part of a financial asset or part

在下列情況下，一項金融資產（可適用

of a group of similar financial assets) is derecognised (i.e., removed

於某項金融資產的一部分，或一組同類

from the Group’s consolidated statement of financial position) when:

金融資產的一部分）需要終止確認（即自 本集團綜合財務狀況表移除）：

t


UIF
SJHIUT
UP
SFDFJWF
DBTI
GMPXT
GSPN
UIF
BTTFU
IBWF
FYQJSFE
PS

t

從資產獲取現金流量的權利已經 屆滿；或

t


UIF
(SPVQ
IBT
USBOTGFSSFE
JUT
SJHIUT
UP
SFDFJWF
DBTI
GMPXT
GSPN


t

本集團已轉讓獲取資產產生的現

the asset, or has assumed an obligation to pay the received cash

金流的權利，或已根據一項「過

flows in full without material delay to a third party under a “pass-

手」安排承擔責任，在無重大延

through” arrangement; and either (a) the Group has transferred

誤的情況下，將有關現金流量全

substantially all the risks and rewards of the asset, or (b) the

數付予第三方；及本集團 (a) 轉讓

Group has neither transferred nor retained substantially all the

了與此項資產相關的大部分風險

risks and rewards of the asset, but has transferred control of the

與回報，或 (b) 並無轉讓或保留該

asset.

項資產絕大部分風險和回報，但 已轉讓該項資產的控制權。

– F-120 –

二零一五年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

2.4 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

2.4 主要會計政策概要（續）

Derecognition of financial assets (Continued)

終止確認金融資產（續）

When the Group has transferred its rights to receive cash flows from

倘本集團已轉讓從資產收取現金流量的

an asset or has entered into a pass-through arrangement, it evaluates

權利或訂立轉手安排，則評估有否保

if and to what extent it has retained the risk and rewards of ownership

留資產所有權的風險及回報及保留的程

of the assets. When it has neither transferred nor retained substantially

度。倘本集團並無轉讓或保留資產的絕

all the risks and rewards of the asset nor transferred control of the

大部分風險及回報，亦無轉讓資產控制

asset, the Group continues to recognise the transferred asset to the

權，則該等資產基於本集團的持續參與

extent of the Group’s continuing involvement. In that case, the Group

程度確認。在該情況下，本集團亦確認

also recognises an associated liability. The transferred asset and the

相關負債。已轉讓資產及相關負債基於

associated liability are measured on a basis that reflects the rights and

本集團所保留權利及責任的基準計量。

obligations that the Group has retained. Continuing involvement that takes the form of a guarantee over the

所轉讓資產擔保形式的持續參與，以資

transferred asset is measured at the lower of the original carrying

產原賬面值與本集團可能被要求償還的

amount of the asset and the maximum amount of consideration that

最高代價金額中的較低者計量。

the Group could be required to repay.

Impairment of financial assets

金融資產減值

The Group assesses at the end of each reporting period whether there

在每個報告期末時，本集團評估是否有

is objective evidence that a financial asset or group of financial assets

客觀證據證明金融資產或一組金融資產

is impaired. An impairment exists if one or more events that occurred

減值。當資產初始確認後發生的一件或

after the initial recognition of the asset have an impact on the estimated

多件事件對能可靠估量的金融資產或一

future cash flows of the financial asset or the group of financial

組金融資產的估計未來現金流量產生影

assets that can be reliably estimated. Evidence of impairment may

響，則金融資產或一組金融資產被視為

include indications that a debtor or a group of debtors is experiencing

減值。減值證據將會包括有跡象表明債

significant financial difficulty, default or delinquency in interest or

務人或一組債務人正在經歷重大財政困

principal payments, the probability that they will enter bankruptcy or

難、違約或拖欠利息或本金、將進入破

other financial reorganisation and observable data indicating that there

產或其他財務重組之可能性，及顯示估

is a measurable decrease in the estimated future cash flows, such as

計未來現金流量之可衡量下降的可觀察

changes in arrears or economic conditions that correlate with defaults.

數據，如與違約相關的拖欠和經濟狀況 的變化。

– F-121 –

107 107

108 108

China Singyes Solar Technologies Holdings Limited Annual Report 2015

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

2.4 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

2.4 主要會計政策概要（續）

Impairment of financial assets (Continued)

金融資產減值（續）

Financial assets carried at amortised cost

以攤銷成本列賬的金融資產

For financial assets carried at amortised cost, the Group first assesses

對於以攤銷成本列賬的金融資產而言，

whether impairment exists individually for financial assets that are

本集團首先個別評估個別重大金融資

individually significant, or collectively for financial assets that are not

產，或集體評估非個別重大金融資產是

individually significant. If the Group determines that no objective

否存在減值。若本集團決定個別評估金

evidence of impairment exists for an individually assessed financial

融資產，無論重大與否，不存在任何減

asset, whether significant or not, it includes the asset in a group of

值的客觀證據，本集團便將這些資產包

financial assets with similar credit risk characteristics and collectively

括在具有類似信用風險特徵的金融資產

assesses them for impairment. Assets that are individually assessed for

組並集體評估減值與否。已作個別減值

impairment and for which an impairment loss is, or continues to be,

評估且資產減值損失被確認或將繼續被

recognised are not included in a collective assessment of impairment.

確認之資產不包括在集體評估減值內。

The amount of any impairment loss identified is measured as the

識別出的任何減值虧損金額按資產的賬

difference between the asset’s carrying amount and the present value

面金額與估計未來現金流量現值的差額

of estimated future cash flows (excluding future credit losses that have

（不包括尚未發生的未來信貸虧損）計

not yet been incurred). The present value of the estimated future cash

算。估計未來現金流量的現值按金融資

flows is discounted at the financial asset’s original effective interest rate

產的原實際利率（即初始確認時之實際

(i.e., the effective interest rate computed at initial recognition).

利率）貼現。

The carrying amount of the asset is reduced through the use of an

該資產的賬面值可通過使用撥備賬沖

allowance account and the loss is recognised in profit or loss. Interest

減，而有關的虧損則在損益中確認。利

income continues to be accrued on the reduced carrying amount

息收入繼續以減少後賬面金額及採取就

using the rate of interest used to discount the future cash flows for

計量減值虧損用以貼現未來現金流量的

the purpose of measuring the impairment loss. Loans and receivables

利率累計。未來收回不現實之情況下，

together with any associated allowance are written off when there is no

貸款及應收款項連同任何相關撥備則被

realistic prospect of future recovery and all collateral has been realised

註銷，所有抵押品已變現或轉讓予本集

or has been transferred to the Group.

團。

– F-122 –

二零一五年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

2.4 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

2.4 主要會計政策概要（續）

Impairment of financial assets (Continued)

金融資產減值（續）

Financial assets carried at amortised cost (Continued)

以攤銷成本列賬的金融資產（續）

If, in a subsequent period, the amount of the estimated impairment

倘於隨後期間，由於減值確認後某一事

loss increases or decreases because of an event occurring after the

件之發生，估計減值虧損金額增加或減

impairment was recognised, the previously recognised impairment loss

少，則先前確認之減值虧損通過調整撥

is increased or reduced by adjusting the allowance account. If a write-

備賬增加或減少。倘註銷於其後收回，

off is later recovered, the recovery is credited to other expenses in

該收回計入損益的「其他開支」。

profit or loss.

按成本列賬的資產

Assets carried at cost If there is objective evidence that an impairment loss has been

如有客觀證據表明因公平值無法可靠計

incurred on an unquoted equity instrument that is not carried at fair

量而並非按公平值列賬的無報價股本投

value because its fair value cannot be reliably measured, or on a

資或與該無報價股本投資掛鈎且必須透

derivative asset that is linked to and must be settled by delivery of such

過交付該無報價股本投資而結算的衍生

an unquoted equity instrument, the amount of the loss is measured as

資產已出現減值虧損，則虧損金額按該

the difference between the asset’s carrying amount and the present

資產賬面值與按類似金融資產現行市場

value of estimated future cash flows discounted at the current market

回報率貼現的估計未來現金流量的現值

rate of return for a similar financial asset. Impairment losses on these

之間的差額計量。該等資產的減值虧損

assets are not reversed.

不可撥回。

Available-for-sale financial investments

可供出售金融投資

For available-for-sale financial investments, the Group assesses at the

就可供出售金融投資而言，本集團會於

end of each reporting period whether there is objective evidence that

各報告期末評估有否客觀證據顯示一項

an investment or a group of investments is impaired.

投資或一組投資出現減值。

– F-123 –

109 109

110 110

China Singyes Solar Technologies Holdings Limited Annual Report 2015

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

2.4 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

2.4 主要會計政策概要（續）

Impairment of financial assets (Continued)

金融資產減值（續）

Available-for-sale financial investments (Continued)

可供出售金融投資（續）

If an available-for-sale asset is impaired, an amount comprising

當可供出售資產減值時，其成本（扣除

the difference between its cost (net of any principal payment

任 何 本 金 付 款 和 攤 銷 ）和 其 現 有 公 平

and amortisation) and its current fair value, less any impairment

值，扣減之前曾被確認在損益之任何減

loss previously recognised in profit or loss, is removed from other

值虧損之差額，將自其他全面收益移

comprehensive income and recognised in profit or loss.

除，並在損益中確認。

In the case of equity investments classified as available for sale,

倘股權投資被列作可出售類別，則證據

objective evidence would include a significant or prolonged decline in

將包括該項投資之公平值大幅或長期跌

the fair value of an investment below its cost. “Significant” is evaluated

至低於其成本值。「大幅」是相對於投資

against the original cost of the investment and “prolonged” against the

之原始成本評估，而「長期」則相對於

period in which the fair value has been below its original cost. Where

公平值低於原始成本之時期而評估。倘

there is evidence of impairment, the cumulative loss – measured as

出現減值證據，則累計虧損（按收購成

the difference between the acquisition cost and the current fair value,

本與現時公平值之差額減該項投資先前

less any impairment loss on that investment previously recognised in

在損益表內確認之任何減值虧損計量）

the statement of profit or loss – is removed from other comprehensive

將從其他全面收益中移除，並於損益表

income and recognised in the statement of profit or loss. Impairment

內確認。歸類為可供出售之股權投資之

losses on equity instruments classified as available for sale are not

減值虧損不可透過損益表撥回，而其公

reversed through the statement of profit or loss. Increases in their fair

平值於減值後的增加部份會直接於其他

value after impairment are recognised directly in other comprehensive

全面收益中確認。

income. The determination of what is “significant” or “prolonged” requires

確定是否屬「顯著」或「持續」時須作出

judgement. In making this judgement, the Group evaluates, among

判 斷。 在 作 出 判 斷 時， 本 集 團 會 評 估

other factors, the duration or extent to which the fair value of an

（其中包括）一項投資的公平值少於其成 本的持續時間或程度。

investment is less than its cost.

– F-124 –

二零一五年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

2.4 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

2.4 主要會計政策概要（續）

Financial liabilities

金融負債

Initial recognition and measurement

初始確認及計量

Financial liabilities are classified, at initial recognition, as financial

金融負債於初始確認時分類為按公平值

liabilities at fair value through profit or loss, and loans and borrowings,

計入損益之金融負債、貸款及借款（如

as appropriate.

適用）。

All financial liabilities are recognised initially at fair value and, in the

所有金融負債初始按公平值確認，如屬

case of loans and borrowings, net of directly attributable transaction

貸款及借貸，則扣除直接應佔交易成

costs.

本。

The Group’s financial liabilities include trade and bills payables,

本集團的金融負債包括應付貿易款項及

other payables, derivative financial instruments, bank advances for

應付票據、其他應付款項、衍生金融工

discounted bills, convertible bonds, senior notes and interest-bearing

具、貼現票據銀行貸款、可換股債券、

bank and other loans.

優先票據以及附息銀行及其他貸款。

Subsequent measurement

後續計量

The subsequent measurement of financial liabilities depends on their

金融負債的後續計量取決於其如下歸

classification as follows:

類：

Loans and borrowings (including senior notes)

貸款及借款（包括優先票據）

After initial recognition, interest-bearing loans and borrowings are

經初始確認後，附息貸款及借款其後以

subsequently measured at amortised cost, using the effective interest

攤銷成本計量，除非折現影響並不重

rate method unless the effect of discounting would be immaterial, in

大，否則採用實際利率法，反之，則按

which case they are stated at cost. Gains and losses are recognised in

成本入賬。負債終止確認時，或通過實

profit or loss when the liabilities are derecognised as well as through

際利率攤銷時，收益及虧損於損益中確

the effective interest rate amortisation process.

認。

Amortised cost is calculated by taking into account any discount or

攤銷成本將任何收購折價或溢價和構成

premium on acquisition and fees or costs that are an integral part of

實際利率不可或缺的費用或成本計算

the effective interest rate. The effective interest rate amortisation is

在內。實際利率攤銷計入損益之融資成

included in finance costs in profit or loss.

本。

– F-125 –

111 111

112 112

China Singyes Solar Technologies Holdings Limited Annual Report 2015

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

2.4 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

2.4 主要會計政策概要（續）

Financial liabilities (Continued)

金融負債（續）

Convertible bonds

可換股債券

Convertible bonds issued by the Company that contain both a

本公司發行的同時包括負債及嵌入式衍

liability and embedded derivatives are classified separately into these

生工具的可換股債券於初始確認時分別

respective items on initial recognition. Conversion rights that will

分類為各項目。將透過以一定數量現金

be settled other than by the exchange of a fixed amount of cash or

或其他金融資產交換一定數量本公司股

other financial assets for a fixed number of the Company’s shares

份以外的方式結算的轉換權為衍生金融

are derivative financial liabilities, which are bifurcated from the

負債，從主合約分開及單獨列賬。與主

host contract and are accounted for separately. Redemption rights,

合約密切相關的贖回權、有條件認購期

conditional call options and put options which are closely related to the

權及認沽期權連同主合約作為負債部分

host contract are accounted for together with the host contract as a

列賬。

liability component. At the date of issue of the convertible bonds, the derivative component

於可換股債券發行日期，可換股債券的

of the convertible bonds is measured at fair value and presented as

衍生部分按公平值計量，呈列為衍生金

part of derivative financial instruments. Any excess of proceeds over the

融工具。所得款項超出初始確認為衍生

amount initially recognised as the derivative component is recognised

部分的金額之部分作為負債部分確認。

as the liability component. Transaction costs are apportioned between

交易成本根據工具初始確認時負債及衍

the liability and derivative components of the convertible bonds based

生部分的所得款項分配方式，在負債與

on the allocation of proceeds to the liability and derivative components

衍生部分之間分攤。交易成本中與負債

when the instruments are initially recognised. The portion of the

部分有關的部分初始確認為負債的一部

transaction costs relating to the liability component is recognised

分。與衍生部分相關的部分即時於損益

initially as part of the liability. The portion relating to the derivative

確認。

component is recognised immediately in profit or loss. In subsequent periods, the liability component of the convertible

於隨後期間，可換股債券的負債部分使

bonds is carried at amortised cost using the effective interest method.

用實際利率法按攤銷成本列賬。作為

Conversion options accounted for as derivative financial liabilities are

衍生金融負債列賬的轉換權按公平值計

measured at fair value with changes in fair value recognised in profit or

量，公平值變動於損益確認。

loss.

– F-126 –

二零一五年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

2.4 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

2.4 主要會計政策概要（續）

Financial liabilities (Continued)

金融負債（續）

Convertible bonds (Continued)

可換股債券（續）

The liability component and the related embedded derivative of the

除非可換股債券將於未來十二個月到期

convertible bonds are presented as a separate line item on the face of

或可由持有人贖回，否則可換股債券的

the statement of financial position under non-current liabilities, unless

負債部分及相關嵌入式衍生工具在財務

the convertible bonds become mature or redeemable by the holder in

狀況表中非流動負債下分開呈列。

the next twelve months. If the bonds are converted, the respective conversion options

如債券獲轉換，作為衍生金融負債列賬

accounted for as derivative financial liabilities, together with the

的各轉換權連同負債部分於轉換時的賬

carrying value of the liability component at the time of conversion, are

面值作為已發行股份的代價轉入股本及

transferred to share capital and share premium as consideration for

股份溢價。

the shares issued.

Derecognition of financial liabilities

終止確認金融負債

A financial liability is derecognised when the obligation under the

當金融負債項下的義務被解除、取消或

liability is discharged or cancelled, or expires.

期滿，則終止確認金融負債。

When an existing financial liability is replaced by another from the

如一項現有金融負債被來自同一貸款方

same lender on substantially different terms, or the terms of an existing

且大部分條款均有差別的另一項金融負

liability are substantially modified, such an exchange or modification

債所取代，或現有負債的條款被大幅修

is treated as a derecognition of the original liability and a recognition

改，此種置換或修改視作終止確認原有

of a new liability, and the difference between the respective carrying

負債並確認新負債處理，而兩者的賬面

amounts is recognised in profit or loss.

值差額於損益中確認。

– F-127 –

113 113

114 114

China Singyes Solar Technologies Holdings Limited Annual Report 2015

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

2.4 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

2.4 主要會計政策概要（續）

Offsetting of financial instruments

抵銷金融工具

Financial assets and financial liabilities are offset and the net amount

倘於現時存在可強制執行的合法權利以

is reported in the statement of financial position if there is a currently

抵銷已確認款額及有意向按淨額基準進

enforceable legal right to offset the recognised amounts and there is an

行結算，或同時變現資產及結算負債，

intention to settle on a net basis, or to realise the assets and settle the

則金融資產及金融負債會予以抵銷，而

liabilities simultaneously.

淨額會於財務狀況表中記錄。

Derivative financial instruments

衍生金融工具

Initial recognition and subsequent measurement

初始確認及後續計量

The Group uses derivative financial instruments, such as interest

本集團使用衍生金融工具（如利率掉期）

rate swaps, to hedge its interest rate risk. Such derivative financial

對沖利率風險。該等衍生金融工具於衍

instruments are initially recognised at fair value on the date on which

生合約訂立之日初始按公平值確認，隨

a derivative contract is entered into and are subsequently remeasured

後按公平值重新計量。衍生工具在公平

at fair value. Derivatives are carried as assets when the fair value is

值為正數時作為資產列賬，在公平值為

positive and as liabilities when the fair value is negative.

負數時作為負債列賬。

Inventories

存貨

Inventories are stated at the lower of cost and net realisable value.

存貨按成本或可變現淨值兩者較低者列

Cost is determined on the weighted average basis and, in the case of

賬。成本以加權平均基準釐定，就在製

work in progress and finished goods, comprises direct materials, direct

品和製成品而言，成本包括直接材料、

labour and an appropriate proportion of overheads. Net realisable

直接勞工及適當分攤的經常性費用。可

value is based on estimated selling prices less any estimated costs to

變現淨值按估計售價減任何尚需投入的

be incurred to completion and disposal.

完成生產及出售的估計成本計算。

– F-128 –

二零一五年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

2.4 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

2.4 主要會計政策概要（續）

Cash and cash equivalents

現金及現金等價物

For the purpose of the consolidated statement of cash flows, cash and

就綜合現金流量表而言，現金及現金等

cash equivalents comprise cash on hand and demand deposits, and

價物包括手頭現金、活期存款，以及期

short term highly liquid investments that are readily convertible into

限短、流動性強、易於轉換為已知金額

known amounts of cash, are subject to an insignificant risk of changes

現金、價值變動風險小且一般於收購後

in value, and have a short maturity of generally within three months

三個月內的較短期限到期的投資，減須

when acquired, less bank overdrafts which are repayable on demand

按要求償還並構成本集團現金管理一部

and form an integral part of the Group’s cash management.

分的銀行透支。

For the purpose of the consolidated statement of financial position,

就綜合財務狀況表而言，現金及現金等

cash and cash equivalents comprise cash on hand and at banks,

價物包括手頭現金和銀行存款，而銀行

including term deposits, which are not restricted as to use.

存款包括無限制用途的定期存款。

Provisions

撥備

A provision is recognised when a present obligation (legal or

如因過往事件產生現時債務（法定或推

constructive) has arisen as a result of a past event and it is probable

定）及未來可能需要有資源流出以償還

that a future outflow of resources will be required to settle the

債務，而該債務金額能可靠估計，則確

obligation, provided that a reliable estimate can be made of the amount

認撥備。

of the obligation. When the effect of discounting is material, the amount recognised for a

如貼現的影響重大，則就撥備確認的金

provision is the present value at the end of the reporting period of the

額為償還債務預期所需未來支出於報告

future expenditures expected to be required to settle the obligation.

期末的現值。貼現現值因時間流逝而產

The increase in the discounted present value amount arising from the

生的增幅計入損益之「融資成本」。

passage of time is included in finance costs in profit or loss.

– F-129 –

115 115

116 116

China Singyes Solar Technologies Holdings Limited Annual Report 2015

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

2.4 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

2.4 主要會計政策概要（續）

Income tax

所得稅

Income tax comprises current and deferred tax. Income tax relating to

所得稅包括即期和遞延稅項。有關損益

items recognised outside profit or loss is recognised outside profit or

外確認項目的所得稅於損益外確認，於

loss, either in other comprehensive income or directly in equity.

其他全面收益確認或直接在權益確認。

Current tax assets and liabilities are measured at the amount expected

即期稅項資產和負按預期自稅務局退回

to be recovered from or paid to the taxation authorities, based on

或支付予稅務局的金額計算，基於報

tax rates (and tax laws) that have been enacted or substantively

告期末已訂立或大致訂立的稅率（及稅

enacted by the end of the reporting period, taking into consideration

法），並計及本集團經營所在國家現行

interpretations and practices prevailing in the countries in which the

之詮釋及慣例。

Group operates. Deferred tax is provided, using the liability method, on all temporary

遞延稅項採用負債法就於報告期末資產

differences at the end of the reporting period between the tax bases of

和負債的稅基與兩者用作財務報告的賬

assets and liabilities and their carrying amounts for financial reporting

面值之間的各項暫時差異計提撥備。

purposes. Deferred tax liabilities are recognised for all taxable temporary

所有應課稅暫時差異均被確認為遞延稅

differences, except:

項負債，但：

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於一項交易（該交易並非為業務合

of goodwill on an asset or liability in a transaction that is not a

併）進行時初始確認的資產或負債

business combination and, at the time of the transaction, affects

商譽產生的遞延稅項負債既不對

neither the accounting profit nor taxable profit or loss; and

會計溢利也不對應課稅溢利或虧 損構成影響的情況除外；及

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關於附屬公司及聯營公司投資的

investments in subsidiaries and associates, when the timing of

應課稅暫時差異，如撥回這些暫

the reversal of the temporary differences can be controlled and it

時差異的時間可受控制且暫時差

is probable that the temporary differences will not reverse in the

異於可預見將來可能不會撥回的

foreseeable future.

情況除外。

– F-130 –

二零一五年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

2.4 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

2.4 主要會計政策概要（續）

Income tax (Continued)

所得稅（續）

Deferred tax assets are recognised for all deductible temporary

所有可扣減暫時性差額及未動用稅項抵

differences, the carryforward of unused tax credits and any unused

免與任何未動用稅務虧損結轉，均被確

tax losses. Deferred tax assets are recognised to the extent that it

認為遞延稅項資產。倘可能具有應課稅

is probable that taxable profit will be available against which the

利潤抵銷可扣減暫時性差額，以及可動

deductible temporary differences, the carryforward of unused tax

用結轉之未動用稅項抵免及稅務虧損，

credits and unused tax losses can be utilised, except:

則會確認遞延稅項資產，惟下述情況除 外：

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由於一項交易（該交易並非為業務

differences arises from the initial recognition of an asset or

合併）進行時與初始確認的資產或

liability in a transaction that is not a business combination and,

負債產生的可扣減暫時差異有關

at the time of the transaction, affects neither the accounting

的遞延稅項資產，既不對會計溢

profit nor taxable profit or loss; and

利也不對應課稅溢利或虧損構成 影響的情況除外；及

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關於附屬公司及聯營公司的投資

investments in subsidiaries and associates, deferred tax assets

產生的可扣減暫時差異，遞延稅

are only recognised to the extent that it is probable that the

項資產只限於暫時差異將於可預

temporary differences will reverse in the foreseeable future

見將來撥回及應課稅溢利可用以

and taxable profit will be available against which the temporary

抵扣暫時差異時確認的情況除外。

differences can be utilised. The carrying amount of deferred tax assets is reviewed at the end of

遞延稅項資產的賬面值於每個報告期末

each reporting period and reduced to the extent that it is no longer

審閱，並扣減至不再可能有足夠應課稅

probable that sufficient taxable profit will be available to allow all or

溢利以動用所有或部分遞延稅項資產為

part of the deferred tax asset to be utilised. Unrecognised deferred

止。相反地，於每個報告期末會重新評

tax assets are reassessed at the end of each reporting period and are

估過往未被確認的遞延稅項資產，並在

recognised to the extent that it has become probable that sufficient

可能有足夠應課稅溢利以動用所有或部

taxable profit will be available to allow all or part of the deferred tax

分遞延稅項資產時予以確認。

asset to be recovered.

– F-131 –

117 117

118 118

China Singyes Solar Technologies Holdings Limited Annual Report 2015

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

2.4 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

2.4 主要會計政策概要（續）

Income tax (Continued)

所得稅（續）

Deferred tax assets and liabilities are measured at the tax rates that are

遞延稅項資產和負債以資產被變現或負

expected to apply to the period when the asset is realised or the liability

債被清償的期間預期適用的稅率衡量，

is settled, based on tax rates (and tax laws) that have been enacted or

並根據於報告期末已制訂或實際上已制

substantively enacted by the end of the reporting period.

訂的稅率（及稅法）計算。

Deferred tax assets and deferred tax liabilities are offset if a legally

倘存在容許將即期稅項資產抵銷即期稅

enforceable right exists to set off current tax assets against current tax

項負債的可合法執行權利，且遞延稅項

liabilities and the deferred taxes relate to the same taxable entity and

與同一課稅實體及同一稅務機關有關，

the same taxation authority.

則遞延稅項資產可與遞延稅項負債抵 銷。

Government grants

政府補助

Government grants are recognised at their fair value where there is

倘有合理保證可獲取政府補助，而所有

reasonable assurance that the grant will be received and all attaching

附帶條件均可予以遵從，則按公平值確

conditions will be complied with. When the grant relates to an expense

認政府補助。倘補助與支出項目有關，

item, it is recognised as income on a systematic basis over the periods

則以有系統基準於該項補助所補貼成本

that the costs, which it is intended to compensate, are expensed.

列支之期間確認為收入。

Where the grant relates to an asset, the fair value is credited to a

倘補助涉及一項資產，則其公平值記入

deferred income account and is released to profit or loss over the

遞延收益賬目及於相關資產的預期可

expected useful life of the relevant asset by equal annual instalments.

使用年限期間按等同年度金額撥回至損 益。

Revenue recognition

收入確認

Revenue is recognised when it is probable that the economic benefits

收入於本集團將很有可能獲得經濟利益

will flow to the Group and when the revenue can be measured reliably,

並能夠可靠地計算時按以下基準確認：

on the following bases:

– F-132 –

二零一五年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

2.4 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

2.4 主要會計政策概要（續）

Revenue recognition (Continued)

收入確認（續）

(a)

(a)

(b)

from the sale of goods, when the significant risks and rewards of

銷售商品於商品擁有權的重大風

ownership have been transferred to the buyer, provided that the

險和回報已轉讓予買方後確認入

Group maintains neither managerial involvement to the degree

賬，惟本集團須不再參與通常與

usually associated with ownership, nor effective control over the

所售出商品擁有權或實際控制權

goods sold;

有關的管理；

from construction contracts, on the percentage of completion

(b)

建築合同收入根據已完成部分的

basis, as further explained in the accounting policy for

比例確認入賬，進一步詳情載於

“Construction contracts” below;

下文有關「建築合同」的會計政策 內；

(c)

from sales of electricity, is recognised in the accounting period

(c)

(d)

(e)

銷售電力產生的收入於產生及輸 送電力的會計期間內確認。

when electricity is generated and transmitted. from tariff adjustment, tariff adjustment represents subsidy

(d)

電價補貼產生的收入，電價補貼

received and receivable from the government authorities

指就本集團之太陽能光伏發電站

in respect of the Group’s solar power plant business. Tariff

業務自政府機構已收及應收之補

adjustment is recognised at its fair value where there is a

貼。電價補貼收入在本集團對其

reasonable assurance that the additional tariff will be received

可回收性取得合理保證及滿足有

and the Group will comply with all attached conditions, if any.

關條款後（如有）按公平值確認。

from the rendering of services, when the services is rendered.

(e)

於提供服務時來自提供服務的收 入。

(f)

(g)

interest income, on an accrual basis using the effective interest

(f)

利息收入按應計基準，採用將金

method by applying the rate that discounts the estimated future

融工具預計年期內估計未來收取

cash receipts over the expected life of the financial instrument to

的現金折現至金融資產賬面淨值

the net carrying amount of the financial asset; and

的貼現率以實際利息法確認；及

dividend income, when the shareholders’ right to receive

(g)

股息收入於股東收取付款的權利 確立時確認。

payment has been established.

– F-133 –

119 119

120 120

China Singyes Solar Technologies Holdings Limited Annual Report 2015

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

2.4 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

2.4 主要會計政策概要（續）

Construction contracts

建築合同

Contract revenue comprises the agreed contract amount and

合同收入包括協議合同金額以及因指令

appropriate amounts from variation orders, claims and incentive

變更、索賠及獎勵付款所產生的適當金

payments. Contract costs incurred comprise direct materials, the

額。所產生的合同成本包括直接材料、

costs of subcontracting, direct labour and an appropriate proportion of

分包成本、直接勞工及適當比例的變動

variable and fixed construction overheads.

和固定的建築經常性開支。

Revenue from fixed price construction contracts is recognised using

固定價格建築合同的收入使用完成方法

the percentage of completion method, measured by reference to the

的百分比予以確認，百分比經參考截至

proportion of costs incurred to date to the estimated total cost of the

有關日期所產生成本相對於相關合同估

relevant contract.

計總成本的比例計算。

Provision is made for foreseeable losses as soon as they are anticipated

當管理層預見可預見虧損時將立即作出

by management. Where contract costs incurred to date plus recognised

撥備。當截至有關日期的合同成本加已

profits less recognised losses exceed progress billings, the surplus is

確認溢利減已確認虧損超過按進度結算

treated as an amount due from contract customers. Where progress

款項時，盈餘被視作應收合同客戶款

billings exceed contract costs incurred to date plus recognised profits

項。當按進度結算款項超過截至有關日

less recognised losses, the surplus is treated as an amount due to

期的合同成本加已確認溢利減已確認虧

contract customers.

損時，盈餘被視作應付合同客戶款項。

Share-based payments

以股份為基礎的支付

The Company operates a share option scheme for the purpose of

本公司設立一項購股權計劃，旨在對為

providing incentives and rewards to eligible participants who contribute

本集團成功運營作出貢獻之合資格參與

to the success of the Group’s operations. Employees (including

者提供鼓勵及獎勵。本集團僱員（包括

directors) of the Group receive remuneration in the form of share-

董事）收取以股份為基礎支付的報酬，

based payments, whereby employees render services as consideration for equity instruments (“equity-settled transactions”).

– F-134 –

而僱員則提供服務作為股權工具的代價 （「股權結算交易」）。

二零一五年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

2.4 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

2.4 主要會計政策概要（續）

Share-based payments (Continued)

以股份為基礎的支付（續）

The cost of equity-settled transactions with employees is measured by

僱員的股權結算交易成本，自授予之日

reference to the fair value at the date at which they are granted. The

起參照公平值計量。公平值由外部估值

fair value is determined by an external valuer using a binomial model.

師採用二項式模型決定。

The cost of equity-settled transactions is recognised in employee

表現及╱或服務條件達成期間，股權結

benefit expense, together with a corresponding increase in equity,

算交易的成本和相應增加權益於僱員福

over the period in which the performance and/or service conditions

利開支獲得確認。於每個報告期末直至

are fulfilled. The cumulative expense recognised for equity-settled

歸屬日期的股權結算交易所確認的累計

transactions at the end of each reporting period until the vesting

開支，反映歸屬期間到期的程度及本集

date reflects the extent to which the vesting period has expired and

團對最終將歸屬股權工具數目的最佳估

the Group’s best estimate of the number of equity instruments that

計。某一期間的損益扣除或計入為期初

will ultimately vest. The charge or credit to profit or loss for a period

或期末確認累計開支的變動。

represents the movement in the cumulative expense recognised as at the beginning and end of that period. Service and non-market performance conditions are not taken into

釐定獎勵獲授當日之公平值時，並不計

account when determining the grant date fair value of awards, but

及服務及非市場績效條件，惟在有可能

the likelihood of the conditions being met is assessed as part of the

符合條件的情況下，則評估為本集團對

Group’s best estimate of the number of equity instruments that will

最終將會賦予股本工具數目最佳估計之

ultimately vest. Market performance conditions are reflected within the

一部分。市場績效條件反映於獎勵獲授

grant date fair value. Any other conditions attached to an award, but

當日之公平值。獎勵之任何其他附帶條

without an associated service requirement, are considered to be non-

件（但不帶有服務要求）視作非賦予條

vesting conditions. Non-vesting conditions are reflected in the fair value

件。非賦予條件反映於獎勵之公平值，

of an award and lead to an immediate expensing of an award unless

除非同時具服務及╱或績效條件，否則

there are also service and/or performance conditions.

獎勵即時支銷。

– F-135 –

121 121

122 122

China Singyes Solar Technologies Holdings Limited Annual Report 2015

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

2.4 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

2.4 主要會計政策概要（續）

Share-based payments (Continued)

以股份為基礎的支付（續）

For awards that do not ultimately vest because non-market

因非市場績效及╱或服務條件未能達成

performance and/or service conditions have not been met, no

而最終無賦予之獎勵並不確認為支出。

expense is recognised. Where awards include a market or non-

凡獎勵包含市場或非賦予條件，無論市

vesting condition, the transactions are treated as vesting irrespective of

場條件或非賦予條件獲履行與否，而所

whether the market or non-vesting condition is satisfied, provided that

有其他績效及╱或服務條件均獲履行，

all other performance and/or service conditions are satisfied.

則交易仍被視為一項賦予。

Where the terms of an equity-settled award are modified, as a

股權結算獎勵的條款獲修改的情況下，

minimum an expense is recognised as if the terms had not been

倘獎勵的原有條款獲滿足，最低開支將

modified, if the original terms of the award are met. In addition, an

獲確認，猶如條款並無修改。此外，就

expense is recognised for any modification that increases the total fair

增加股份為基礎的支付公平值的任何修

value of the share-based payments, or is otherwise beneficial to the

改或於截至修訂日期計算有利於僱員的

employee as measured at the date of modification.

其他任何修改而言，開支需獲得確認。

Where an equity-settled award is cancelled, it is treated as if it had

股權結算獎勵倘被取消，將被視為猶如

vested on the date of cancellation, and any expense not yet recognised

已在取消日期前歸屬，而未就獎勵確認

for the award is recognised immediately. This includes any award

之開支即時確認。這包括集團或僱員控

where non-vesting conditions within the control of either the Group or

制之非歸屬條件未達成情況下之獎勵。

the employee are not met. However, if a new award is substituted for

但是，如前一段所述，倘新獎勵被註銷

the cancelled award, and is designated as a replacement award on

獎勵取代，並在授予日期獲指定為替代

the date that it is granted, the cancelled and new awards are treated

獎勵，則註銷及新獎勵將被視為原獎勵

as if they were a modification of the original award, as described in the

的修改。

previous paragraph. The dilutive effect of outstanding options is reflected as additional

未行使購股權之攤薄影響反映為計算每

share dilution in the computation of earnings per share.

股收益之額外股份攤薄。

– F-136 –

二零一五年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

2.4 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

2.4 主要會計政策概要（續）

Other employee benefits

其他僱員福利

Pension scheme

退休金計劃

The employees of the Group’s subsidiaries in Mainland China are

本集團在中國大陸營運的附屬公司的僱

required to participate in a central pension scheme operated by

員均須參予由當地政府運作的中央退休

the local government. These subsidiaries and their employees are

計劃。該等附屬公司及其僱員須每月按

required to make monthly contributions calculated as a percentage

僱員工資及薪水的某個比例向中央退休

of the employees’ wages and salaries, subject to certain ceilings and

計劃供款，惟須遵守相關地方政府制定

local practices set by the relevant local governments, to the central

的若干上限及當地實情。除中央退休計

pension scheme. Other than the central pension scheme, the Group’s

劃外，本集團在中國大陸的附屬公司除

subsidiaries in Mainland China have no legal obligation for retirement

作出供款外，對退休福利再無其他法律

benefits beyond the contributions made. Contributions to these plans

責任。該等計劃的供款根據中央退休計

are charged to profit or loss as they become payable in accordance

劃的規則於到期應付時自損益扣除。

with the rules of the central pension scheme. In addition to the above, the Group also participates in a defined

除以上所述外，本集團亦為其在香港的

contribution Mandatory Provident Fund retirement benefit scheme

僱員參與根據強制性公積金計劃條例設

(the “MPF Scheme”) under the Mandatory Provident Fund Schemes

立的定額供款強制性公積金計劃（「強積

Ordinance for its employees in Hong Kong. Contributions are made

金計劃」）。供款數目乃按僱員基本薪金

based on a percentage of the employees’ basic salaries and are

若干百分比而作出，並根據強積金計劃

charged to profit or loss as they become payable in accordance with

的規則於到期應付時自損益扣除。強積

the rules of the MPF Scheme. The assets of the MPF Scheme are held

金計劃的資產與本集團資產分開，由獨

separately from those of the Group in an independently administered

立管理的基金保管。

fund. Contributions to an accommodation fund administered by the Public

有關對由公積金管理中心管理的住房公

Accumulation Funds Administration Centre are charged to profit or loss

積金的供款，乃於產生時自損益扣除。

as incurred.

– F-137 –

123 123

124 124

China Singyes Solar Technologies Holdings Limited Annual Report 2015

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

2.4 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

2.4 主要會計政策概要（續）

Borrowing costs

借貸成本

Borrowing costs directly attributable to the acquisition, construction

收購、建設或生產合資格資產（即需要

or production of qualifying assets, i.e., assets that necessarily take a

較長時間準備作擬定用途或銷售的資

substantial period of time to get ready for their intended use or sale,

產 ）直 接 應 佔 的 借 貸 成 本 將 予 以 資 本

are capitalised as part of the cost of those assets. The capitalisation

化，作為該等資產部分成本。該等借貸

of such borrowing costs ceases when the assets are substantially

成本的資本化於該等資產實質上達到擬

ready for their intended use or sale. Investment income earned on the

定用途或銷售狀態時將終止。擬用作合

temporary investment of specific borrowings pending their expenditure

資格資產的開支的特定借貸的暫時投資

on qualifying assets is deducted from the borrowing costs capitalised.

所得投資收益自予以資本化的借貸成本

All other borrowing costs are expensed in the period in which they are

中扣除。所有其他借貸成本於產生期間

incurred. Borrowing costs consist of interest and other costs that an

確認為開支。借貸成本由利息及實體發

entity incurs in connection with the borrowing of funds.

生的與該項融資借貸相關的其他成本組 成。

Dividends

股息

Final dividends are recognised as a liability when they are approved by

於股東於股東大會批准前，董事擬派之

the shareholders in a general meeting. In prior years, final dividends

末期股息歸類為計入財務狀況表之股本

proposed by the directors were classified as a separate allocation of

一欄內之保留利潤分配。當此等股息經

retained profits within the equity section of the statement of financial

股東批准及宣派後，則確認為負債。實

position, until they have been approved by the shareholders in a

施香港公司條例（第 622 章）後，建議末

general meeting. Following the implementation of the Hong Kong

期股息於財務報表附註內披露。

Companies Ordinance (Cap. 622), proposed final dividends are disclosed in the notes to the financial statements. Interim dividends are simultaneously proposed and declared, because

中期股息同時建議並宣派，原因是本公

the Company’s memorandum and articles of association grant the

司組織章程大綱及細則授予董事宣派中

directors the authority to declare interim dividends. Consequently,

期股息的權力。因此，中期股息建議及

interim dividends are recognised immediately as a liability when they

宣派時，隨即確認為負債。

are proposed and declared.

– F-138 –

二零一五年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

2.4 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

2.4 主要會計政策概要（續）

Foreign currencies

外幣

The financial statements are presented in RMB. The functional

財務報表以人民幣呈列。本公司的功能

currency of the Company is HK$. The Company’s presentation

貨幣為港元。本公司的呈列貨幣為人民

currency is RMB because the Group’s principal operations are carried

幣，原因是本集團主要業務於中國大陸

out in Mainland China. Each entity in the Group determines its own,

進行。本集團各實體決定其自身的功能

functional currency and items included in the financial statements

貨幣，列入各實體財務報表的項目使用

of each entity are measured using that functional currency. Foreign

該呈列貨幣計量。本集團內實體錄得的

currency transactions recorded by the entities in the Group are initially

外幣交易初步使用交易日期的通行功能

recorded using their respective functional currency rates prevailing

貨幣匯率入賬。以外幣計值的貨幣資產

at the dates of the transactions. Monetary assets and liabilities

及負債按報告期末的通行外幣匯率換

denominated in foreign currencies are translated at the functional

算。結算或換算貨幣項目時產生的差額

currency rates of exchange ruling at the end of the reporting period.

於損益確認。

Differences arising on settlement or translation of monetary items are recognised in profit or loss. Non-monetary items that are measured in terms of historical cost in a

按歷史成本及外幣計量的非貨幣項目使

foreign currency are translated using the exchange rates at the dates

用初步交易日期的匯率換算。按外幣公

of the initial transactions. Non-monetary items measured at fair value

平值計量的非貨幣項目採用釐定公平值

in a foreign currency are translated using the exchange rates at the

當日的匯率換算。換算按公平值計量的

date when the fair value was measured. The gain or loss arising on

非貨幣項目產生之收益或虧損的處理方

translation of a non-monetary item measured at fair value is treated in

式，與有關項目公平值變動之收益或虧

line with the recognition of the gain or loss on change in fair value of

損的確認方式相符（即公平值收益或虧

the item (i.e., translation difference on the item whose fair value gain

損於其他全面收益或損益中確認之項目

or loss is recognised in other comprehensive income or profit or loss

的換算差額，亦會分別於其他全面收益

is also recognised in other comprehensive income or profit or loss,

或損益中確認）。

respectively).

– F-139 –

125 125

126 126

China Singyes Solar Technologies Holdings Limited Annual Report 2015

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

2.4 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

2.4 主要會計政策概要（續）

Foreign currencies (Continued)

外幣（續）

The functional currencies of certain companies within the Group are

組成本集團的若干公司的功能貨幣並非

currencies other than the RMB. As at the end of the reporting period,

人民幣。於報告期末，該等實體的資產

the assets and liabilities of these entities are translated into RMB at

及負債按報告期末的現行匯率換算為人

the exchange rates prevailing at the end of the reporting period and

民幣，其損益按該年內加權平均匯率換

their profit or loss are translated into RMB at the weighted average

算為人民幣。交易產生的匯兌差額於其

exchange rates for the year. The resulting exchange differences are

他全面收益確認並於外滙波動儲備內累

recognised in other comprehensive income and accumulated in the

計。出售國外業務時，其他全面收益中

exchange fluctuation reserve. On disposal of a foreign operation, the

與特定國外業務相關的部分於損益確

component of other comprehensive income relating to that particular

認。

foreign operation is recognised in profit or loss. Any goodwill arising on the acquisition of a foreign operation and any

因收購外國業務而產生的任何商譽及對

fair value adjustments to the carrying amounts of assets and liabilities

資產與負債賬面值的公平值調整作為外

arising on acquisition are treated as assets and liabilities of the foreign

國業務之資產及負債處理，並按收市匯

operation and translated at the closing rate.

率換算。

3. SIGNIFICANT ACCOUNTING ESTIMATES The preparation of the Group’s financial statements requires

3. 主要會計估計 本集團財務報表之編製，需要管理層作

management to make judgements, estimates and assumptions

出判斷、估計及假設，有關估計及假設

that affect the reported amounts of revenues, expenses, assets and

會影響所呈報收入、費用、資產及負債

liabilities, and their accompanying disclosures, and the disclosure

之金額及其相關披露以及或然負債之披

of contingent liabilities. Uncertainty about these assumptions and

露。然而，由於有關該等假設及估計之

estimates could result in outcomes that could require a material

不確定因素，可能導致管理層須就日後

adjustment to the carrying amounts of the assets or liabilities affected

受影響之資產或負債之賬面值作出重大

in the future.

調整。

– F-140 –

二零一五年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

3. SIGNIFICANT ACCOUNTING ESTIMATES (Continued)

3. 主要會計估計（續）

Estimation uncertainty

估計不確定因素

The key assumptions concerning the future and other key sources of

下文討論於報告期末就未來和其他估計

estimation uncertainty at the end of the reporting period, that have

不確定因素的主要來源所作出的主要假

a significant risk of causing a material adjustment to the carrying

設，該等假設對下一個財政年度的資產

amounts of assets and liabilities within the next financial year, are

和負債賬面值造成重大調整的重大風

described below.

險。

Percentage of completion of construction contract works

建築合同工程竣工百分比

The Group recognises revenue according to the percentage of

本集團根據建築工程個別合同的竣工百

completion of individual contracts of construction works, which

分比確認收入，而該確認需要管理層作

requires estimation to be made by management. The stage of

出估計。竣工階段經參考實際發生成本

completion is estimated by reference to the actual costs incurred over

佔總預算成本後進行估計，而相應的合

the total budgeted costs, and the corresponding contract revenue

同收入也由管理層估計。鑒於建築合同

is also estimated by management. Due to the nature of the activity

所進行活動的性質使然，活動開始日期

undertaken in construction contracts, the date at which the activity

和活動竣工日期一般屬於不同會計期

is entered into and the date at which the activity is completed usually

間。因此，在合同執行過程中，本集團

fall into different accounting periods. Hence, the Group reviews and

對為各合同所編製預算內的合同收入和

revises the estimates of both contract revenue and contract costs in

合同成本的估計進行審閱和修訂。如實

the budget prepared for each contract as the contract progresses.

際合同收入較預期為少或實際合同成本

Where the actual contract revenue is less than expected or actual

較預期為高，則可能產生預期虧損。截

contract costs are more than expected, an expected loss may arise.

至二零一五年十二月三十一日止年度確

The expected loss recognised during the year ended 31 December

認虧損為人民幣 1,486,000 元（二零一四

2015 was RMB1,486,000 (2014: Nil)

年：無）。

– F-141 –

127 127

128 128

China Singyes Solar Technologies Holdings Limited Annual Report 2015

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

3. SIGNIFICANT ACCOUNTING ESTIMATES (Continued)

3. 主要會計估計（續）

Estimation uncertainty (Continued)

估計不確定因素（續）

Corporate income tax (“CIT”)

企業所得稅（「企業所得稅」）

The Group’s operating subsidiaries in Mainland China are subject to

本集團的中國大陸營運附屬公司須繳納

the People’s Republic of China (the “PRC”) CIT. As a result of the

中華人民共和國（「中國」）企業所得稅。

fact that certain matters relating to PRC CIT have not been confirmed

由於有關中國企業所得稅的若干事宜未

by the relevant local tax authorities, objective estimates based on

被當地相關稅務機構確認，故需要基於

currently enacted tax laws, regulations and other related policies are

目前制定的稅務法律、法規及其他相關

required in determining the provision for PRC CIT to be made. Where

政策作出客觀估計，釐定中國企業所得

the final tax outcome of these matters is different from the amounts

稅撥備。倘該等事宜的最後稅款不同於

originally recorded, the differences will impact the income tax and

最初記錄的金額，差額將影響所得稅及

tax provision in the period in which the final outcome is determined.

於釐定最後稅款期間的稅款撥備。於二

The carrying amount of PRC CIT payable at 31 December 2015 was

零一五年十二月三十一日，應付中國企

RMB11,348,000 (2014: RMB17,628,000).

業所得稅的賬面值為人民幣 11,348,000 元（ 二 零 一 四 年： 人 民 幣 17,628,000 元）。

Impairment of receivables

應收款項減值

The provision policy for impairment of receivables of the Group is based

本集團應收款項減值撥備政策是根據應

on ongoing assessment of the recoverability and the aged analysis

收款項結餘的可回收性及賬齡分析的持

of the outstanding receivables and on management’s judgement. A

續評估以及管理層判斷作出。評估該等

considerable amount of judgement is required in assessing the ultimate

應收款項最終變現時需要作出大量判

realisation of those receivables, including the creditworthiness and

斷，包括各顧客的信用及過往的收回款

the past collection history of each customer. If the financial conditions

項記錄。倘本集團顧客的財政狀況惡化

of the customers of the Group were to deteriorate, resulting in an

導致其無力償付，則需要進行額外撥

impairment of their ability to make payments, additional allowances

備。於二零一五年十二月三十一日，貿

might be required. At 31 December 2015, impairment provision for

易及其他應收款項減值撥備分別約為人

trade receivables and other receivables amounted to approximately

民 幣 27,427,000 元 及 人 民 幣 4,578,000

RMB27,427,000 and RMB4,578,000 (2014: RMB2,833,000 and

元（二零一四年：人民幣 2,833,000 元及

RMB2,093,000), respectively. Further details are given in notes 22 and

人民幣 2,093,000 元）。進一步詳情分別

23 to the financial statements, respectively.

載於財務報表附註 22 及 23。

– F-142 –

二零一五年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

3. SIGNIFICANT ACCOUNTING ESTIMATES (Continued)

3. 主要會計估計（續）

Estimation uncertainty (Continued)

估計不確定因素（續）

Useful lives and residual values of property, plant and equipment

物業、廠房及設備的使用年期和剩餘價 值

In determining the useful lives and residual values of items of property,

於釐定物業、廠房及設備項目的使用年

plant and equipment, the Group has to consider various factors, such

期和剩餘價值時，本集團須考慮多項因

as technical or commercial obsolescence arising from changes or

素，如改變或改良生產程序或因產品或

improvements in production, or from a change in the market demand

資產所產生的服務的市場需求、資產的

for the product or service output of the asset, expected usage of the

預定用途、預期實際損耗、資產維護及

asset, expected physical wear and tear, the care and maintenance

保養，以及資產用途的法律或類似限制

of the asset, and legal or similar limits on the use of the asset. The

有變將導致的技術或商業性陳舊。資產

estimation of the useful life of the asset is based on the experience

可使用年期乃根據本集團對用途相似的

of the Group with similar assets that are used in a similar way. The

類似資產的經驗估計。倘物業、廠房及

depreciation amount will be adjusted if the estimated useful lives

設備項目的估計可使用年期及╱或剩餘

and/or the residual values of items of property, plant and equipment

價值與過往估計不同，則折舊金額將予

are different from the previous estimation. Useful lives and residual

以調整。可使用年期及剩餘價值乃於各

values are reviewed at each financial year end date taking into account

財政年結日因應情況變化作出評估。

changes in circumstances. Impairment of non-financial assets (other than goodwill)

非金融資產的減值（商譽除外）

The Group assesses whether there are any indicators of impairment

本集團於各報告期末評估所有非金融資

for all non-financial assets at the end of each reporting period. Non-

產是否出現任何減值跡象。確定年期的

financial assets with definite lives are tested for impairment when

非金融資產於有跡象顯示賬面值可能無

there are indicators that the carrying amounts may not be recoverable.

法收回時測試減值。資產或現金產生單

An impairment exists when the carrying value of an asset or a cash-

位賬面值超逾其可回收金額時，即高出

generating unit exceeds its recoverable amount, which is the higher of

其公平值減出售成本及使用價值，則存

its fair value less costs of sell and its value in use. The calculation of

在減值。計量公平值減出售成本時，按

the fair value less costs of sell is based on available data from binding

以公平基準就類似資產進行具有約束力

sales transactions in an arm’s length transaction of similar assets or

的銷售交易可得數據，或可觀察市價減

observable market prices less incremental costs for disposing of the

出售資產的已增加成本得出。當計算使

asset. When value in use calculations are undertaken, management

用價值時，管理層必須估計來自資產或

must estimate the expected future cash flows from the asset or

現金產生單位的預期未來現金流量，並

cash-generating unit and choose a suitable discount rate in order to

選擇合適之貼現率，以計算該等現金流

calculate the present value of those cash flows.

量之現值。

– F-143 –

129 129

130 130

China Singyes Solar Technologies Holdings Limited Annual Report 2015

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

3. SIGNIFICANT ACCOUNTING ESTIMATES (Continued)

3. 主要會計估計（續）

Estimation uncertainty (Continued)

估計不確定因素（續）

Net realisable value of inventories

存貨之可變現淨值

Net realisable value of inventories is the estimated selling price in the

存貨之可變現淨值乃其於日常業務過程

ordinary course of business, less estimated costs to be incurred to

中之估計售價，扣除完成及出售所產生

completion and disposal. These estimates are based on the current

之估計成本。該等估計乃根據現行市況

market condition and the historical experience of selling products of a

及銷售類似性質產品之過往經驗。其將

similar nature. It could change significantly as a result of changes in

因客戶權益或競爭者行動變動大幅變

customers’ interests or competitor actions. Management reassesses

動。管理層於各報告期末重新評估該等

these estimates at the end of each reporting period. There was no

估計。於二零一五年十二月三十一日，

impairment provision for inventories as at 31 December 2015.

並無存貨減值撥備。

Deferred tax assets

遞延稅項資產

Deferred tax assets should be recognised when it is probable that

倘將來可能錄得應課稅溢利以扣減遞延

taxable profits will be available against which the deferred tax assets

稅 項 資 產， 應 確 認 遞 延 稅 項 資 產。 董

can be utilised. Significant management judgement is required to

事須根據未來應課稅溢利的可能時間及

determine the amount of deferred tax assets that can be recognised,

數額以及未來稅項規劃策略作出重大

based upon the likely timing and level of future taxable profits together

判斷，以釐定可予確認的遞延稅項資

with future tax planning strategies. The carrying value of deferred

產金額。於二零一五年十二月三十一

tax assets at 31 December 2015 was RMB34,107,000 (2014:

日，遞延稅項資產的賬面值為人民幣

RMB32,508,000). Further details are given in note 31 to the financial

34,107,000 元（ 二 零 一 四 年： 人 民 幣 32,508,000 元）。有關的進一步詳情載

statements.

述於財務報表附註 31。

– F-144 –

二零一五年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

3. SIGNIFICANT ACCOUNTING ESTIMATES (Continued)

3. 主要會計估計（續）

Estimation uncertainty (Continued)

估計不確定因素（續）

Deferred tax liabilities

遞延稅項負債

Deferred tax liabilities should be recognised for all taxable differences

遞延稅項負債應就與於附屬公司及聯營

associated with investments in subsidiaries and associates except

公司的投資相關的所有應課稅差異確

(a) when the Company is able to control the timing of the reversal of

認，除非 (a) 本公司能夠控制該暫時差

such temporary differences and it is probable that such temporary

異的撥回時間，且該暫時差異於可預見

differences will not reverse in the foreseeable future. Significant

的將來很可能不會撥回。管理層需要根

management estimation is required to determine the amount of

據該暫時差異的可能撥回時間，就釐定

deferred tax liabilities associated with the Company’s investments

與本公司於附屬公司的投資相關的遞延

in subsidiaries, based upon the likely timing of the reversal of such

稅項負債金額作出重大估計。與於附屬

temporary differences. The carrying value of deferred tax liabilities

公司的投資相關的遞延稅項負債於二零

associated with investments in subsidiaries at 31 December 2015 was

一五年十二月三十一日的賬面值為人民

RMB86,860,000 (2014: RMB86,860,000). Further details are given in

幣 86,860,000 元（二零一四年：人民幣 86,860,000 元）。有關的進一步詳情載

note 31 to the financial statements.

述於財務報表附註 31。 Valuation of financial liabilities at fair value through profit or loss

按公平值計入損益的金融負債估值

Where fair values of financial assets and financial liabilities cannot be

當金融資產及金融負債的公平值無法直

derived directly from active markets, it is determined using valuation

接從活躍市場獲得時，則使用估值技術

techniques. The inputs to these models are taken from observable

釐定。有關模型的輸入資料盡可能從可

markets where possible, but where this is not feasible, a degree of

觀察市場獲取，但如獲取並不可行，則

estimation is required in establishing fair values. The estimations

釐定公平值時需要作出一定程度的估

include considerations of inputs such as liquidity risk, credit risk and

計。估計包括考慮流動資金風險、信貸

volatility. Changes in assumptions about these factors could affect the

風險及波幅等輸入資料。有關該等因素 的假設變動可能影響金融工具的呈報公

reported fair value of financial instruments.

平值。

– F-145 –

131 131

132 132

China Singyes Solar Technologies Holdings Limited Annual Report 2015

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

3. SIGNIFICANT ACCOUNTING ESTIMATES (Continued)

3. 主要會計估計（續）

Estimation uncertainty (Continued)

估計不確定因素（續）

Valuation of financial liabilities at fair value through profit or loss

按公平值計入損益的金融負債估值（續）

(Continued) Convertible bonds issued by the Company that contain both a

本公司發行的同時包括負債及嵌入式衍

liability and embedded derivatives are classified separately into these

生工具的可換股債券於初始確認時分別

respective items on initial recognition. The derivatives are accounted for

分類為各項目。衍生工具於初始確認時

an initial recognition as fair value through profit or loss and remeasured

按公平值計入損益，於隨後報告期間透

to fair value through profit or loss in subsequent reporting periods.

過按公平值計入損益而重新計量。本集

The Group engaged an independent professional valuer to assist

團已委聘一名獨立專業估值師協助釐定

in determining the fair value of the conversion rights of convertible

可換股債券的轉換權的公平值。可換股

bonds. The fair value of the conversion rights of convertible bonds was

債券的轉換權的公平值由獨立專業估值

estimated by the independent professional valuer using the binomial

師使用二項式期權定價模型估計，估計

option pricing model and the estimation included some assumptions

包括並無可觀察市場價格或費率支持的

not supported by observable market prices or rates such as the

部分假設（如貼現率、波幅、信貸風險

discount rate, volatility, credit risk, and expected future cash flows,

及預期未來現金流量），因此存在不確

and hence they are subject to uncertainty. Favourable or unfavourable

定性。該等假設的有利或不利變動將導

changes to these assumptions would result in significant changes in

致可換股債券所含轉換權的公平值出現

the fair value of conversion rights contained in the convertible bonds

重大變動，從而導致於損益中報告的收

and the corresponding adjustments to the amount of gain or loss

益或虧損金額作出相應調整。可換股債

reported in profit or loss. The fair value of the conversion rights of

券的轉換權於二零一五年十二月三十一

convertible bonds at 31 December 2015 was RMB63,552,000 (2014:

日的公平值為人民幣 63,552,000 元（二

RMB227,138,000). Further details are given in note 29 to the financial

零一四年：人民幣 227,138,000 元）。進

statements.

一步詳情載於財務報表附註 29。

– F-146 –

二零一五年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

3. SIGNIFICANT ACCOUNTING ESTIMATES (Continued)

3. 主要會計估計（續）

Estimation uncertainty (Continued)

估計不確定因素（續）

Valuation of financial liabilities at fair value through profit or loss

按公平值計入損益的金融負債估值（續）

(Continued) The Group uses derivative financial instruments, such as interest

本集團使用衍生金融工具（如利率掉期）

rate swaps, to hedge its interest rate risk. Such derivative financial

對沖利率風險。該等衍生金融工具於衍

instruments are initially recognised at fair value on the date on which

生合約訂立之日初始按公平值確認，隨

a derivative contract is entered into and are subsequently remeasured

後按公平值重新計量。本集團已委聘一

at fair value. The Group engaged an independent professional valuer

名獨立專業估值師協助釐定利率掉期的

to assist in determining the fair value of the interest rate swaps. The

公平值。利率掉期的公平值由獨立專業

fair value of the interest rate swaps was estimated by the independent

估值師使用貼現現金流法估計，估計包

professional valuer using the discounted cash flow method and the

括並無可觀察市場價格或費率支持的部

estimation included some assumptions not supported by observable

分假設（如信貸風險、貼現率及預期未

market rates such as credit risk, discount rate and expected future

來現金流量），因此存在不確定性。該

cash flows, and hence they are subject to uncertainty. Favourable or

等假設的有利或不利變動將導致利率掉

unfavourable changes to these assumptions would result in significant

期的公平值出現重大變動。利率掉期於

changes in the fair value of the interest rate swaps. The fair value

二零一五年十二月三十一日的公平值

of the interest rate swaps at 31 December 2015 was nil (2014:

為 零（ 二 零 一 四 年： 人 民 幣 3,042,000

RMB3,042,000). Further details are given in note 27 to the financial

元） 。進一步詳情載於財務報表附註27。

statements.

4. OPERATING SEGMENT INFORMATION AND REVENUE

4. 經營分部資料及收入

Revenue represents an appropriate proportion of contract revenue

收入指建築合同適當比例的合同收入，

of construction contracts; net of business tax and government

扣除營業稅及政府附加稅；及已售貨品

surcharges; and the invoiced value of goods and electricity sold, and

及電力的發票價值，並已扣除增值稅及

net of value-added tax and government surcharges.

政府附加稅。

– F-147 –

133 133

134 134

China Singyes Solar Technologies Holdings Limited Annual Report 2015

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

4. 經營分部資料及收入（續）

4. OPERATING SEGMENT INFORMATION AND REVENUE (Continued)

本集團的收入及年內溢利貢獻主要來自

The Group’s revenue and contribution to profit for the year were mainly derived from construction and installation of curtain wall (including

幕牆（包括太陽能產品）建設及安裝，以

solar power products), as well as operation and management of solar

及太陽能光伏電站運營及管理，其被視

photovoltaic power station, which is regarded as a single reportable

為單一可呈報分部，與向本集團高級管

segment in a manner consistent with the way in which information is

理層就分配資源及業績評估的內部呈報

reported internally to the Group’s senior management for the purpose

資料的方式一致。此外，本集團使用的

of resources allocation and performance assessment. In addition, the

主要資產位於中國大陸。因此，除以整

principal assets employed by the Group are located in Mainland China.

間公司的方式披露外，概無呈報分部分

Accordingly, no segment analysis is presented other than entity-wide

析。

disclosures.

有關產品及服務的資料

Information about products and services The following table sets forth the total revenue from external customers

下表載列按產品及服務劃分的來自外部

by product and service and the percentage of total revenue by product

客戶的總收入以及本年度按產品及服務

and service during the year:

劃分的總收入百分比： 2015

2014

二零一五年

二零一四年

RMB’000

%

人民幣千元 Construction contracts

*

RMB’000

%

人民幣千元

建築合同

2,748,251

65.7

3,735,211

74.6

1,365,059

32.6

1,246,727

24.9

8,056

0.2

9,810

0.2

60,683

1.5

19,678

0.3

4,182,049

100.0

5,011,426

100.0

Sale of goods

貨品銷售

Rendering of design services

提供設計服務

Sale of electricity

電力銷售

Revenue

收入

Tariff adjustment*

電價補貼 *

57,387

Tariff adjustment represents subsidy receivable from the government authorities in respect of the Group’s solar photovoltaic power station business.

– F-148 –

31,734 *

電價補貼指就本集團之太陽能光伏發 電站業務自政府機構應收之補貼。

二零一五年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

4. 經營分部資料及收入（續）

4. OPERATING SEGMENT INFORMATION AND REVENUE (Continued) Geographical information

地區資料

(a)

(a)

Revenue from external customers

來自外部客戶的收入

2015

2014

二零一五年 RMB’000

二零一四年 %

人民幣千元

*

(b)

Domestic – Mainland China*

國內 – 中國大陸 *

Malaysia

馬來西亞

RMB’000

%

人民幣千元

3,905,623

93.4

4,969,965

99.2

42,469

1.0

21,702

0.4

Macau

澳門

122,387

2.9

14,578

0.3

Hong Kong

香港

111,570

2.7

5,181

0.1

4,182,049

100.0

5,011,426

100.0

本集團主要營運附屬公司的所在地為

*

The place of domicile of the Group’s principal operating subsidiaries is Mainland China. The principal revenues of the

中國大陸。本集團的主要收入產生自

Group are generated in Mainland China.

中國大陸。

(b)

Non-current assets

非流動資產

2015

2014

二零一五年 RMB’000

二零一四年 %

人民幣千元 Mainland China

中國大陸

3,941,838

RMB’000

%

人民幣千元 99.4

3,730,973

99.6

Hong Kong

香港

22,770

0.6

16,429

0.4

Others

其他

389

0.0

–

–

3,964,997

100.0

3,747,402

100.0

The non-current asset information above is based on the

上述非流動資產資料乃按資產所在地區

locations of the assets and excludes financial instruments and

劃分，且並不包括金融工具及遞延稅項

deferred tax assets.

資產。

– F-149 –

135 135

136 136

China Singyes Solar Technologies Holdings Limited Annual Report 2015

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

4. OPERATING SEGMENT INFORMATION AND REVENUE (Continued)

4. 經營分部資料及收入（續）

Information about major customers

有關主要客戶的資料

Revenue from each of the major customers, which amounted to 10%

來自各主要客戶（佔總收入的 10% 或以

or more of the total revenue, is set out below:

上）的收入載列如下： 2014 二零一四年

RMB’000

RMB’000

人民幣千元

人民幣千元

客戶 A

518,861

*

Customer B

客戶 B

448,880

*

Customer C

客戶 C

*

1,038,109

Customer A

*

2015 二零一五年

*

Less than 10%

– F-150 –

低於 10%

二零一五年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

5. 其他收入及收益

5. OTHER INCOME AND GAINS

其他收入及收益分析如下：

An analysis of other income and gains is as follows:

Deferred income released to profit

2015

2014

二零一五年

二零一四年

RMB’000

RMB’000

人民幣千元

人民幣千元

撥至損益的遞延收益（附註 32）：

or loss (note 32): Over the expected useful lives

按相關資產預期可使用年期

of the related assets Upon disposal of the related assets 出售相關資產時 Total deferred income released

32,985

24,459

44,205

131,226

77,190

155,685

撥至損益的遞延收益總額

to profit or loss Bank interest income

銀行利息收入

18,168

11,097

Interest income on retention money

質保金利息收入

26,780

12,616

Government grants*

政府補助 *

12,620

19,692

Gain on disposal of items of

出售物業、廠房及 12,332

–

property, plant and equipment Gain on disposal of an

設備項目的收益 出售可供出售股本投資的收益

available-for-sale equity investment

*

Foreign exchange gains, net

外匯收益淨額

Others

其他

There were no unfulfilled conditions or contingencies relating to these

*

–

1,315

22,657

–

2,463

1,482

172,210

201,887

概無有關該等補助的未達成條件或或 然事件。

grants.

– F-151 –

137 137

138 138

China Singyes Solar Technologies Holdings Limited Annual Report 2015

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

6. 融資成本

6. FINANCE COSTS

融資成本分析如下：

An analysis of finance costs is as follows:

Interest on overdrafts, bank and other loans Interest on discounted

2015

2014

二零一五年

二零一四年

Notes

RMB’000

RMB’000

附註

人民幣千元

人民幣千元

125,085

126,601

透支、銀行及其他 貸款的利息 貼現應收票據利息 42

18,942

36,508

可換股債券利息

29

100,610

37,762

Interest on senior notes

優先票據利息

30

67,285

5,328

Imputed interest accelerated

提早償還其他貸款時 –

24,879

4,989

6,845

316,911

237,923

bills receivable Interest on convertible bonds

amortisation on an early

算定利息加速攤銷

redemption of other loans Others

其他

– F-152 –

二零一五年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

7. 除稅前溢利

7. PROFIT BEFORE TAX

本集團除稅前溢利乃經扣除╱（計入）以

The Group’s profit before tax is arrived at after charging/(crediting):

下各項： 2015 二零一五年 RMB’000 人民幣千元

2014 二零一四年 RMB’000 人民幣千元

2,175,804 1,052,946 68,916

2,931,638 1,009,354 21,410

13

134,489

110,910

14 15

2,252 1,013

2,183 687

137,754

113,780

248,666 8,899 10,415

182,204 6,693 1,109

267,980

190,006

6,179 16,189 9,109

5,599 20,016 7,001

– 9,783 26,771 2,485

6,747 – 278 1,693

4,813

3,551

–

3,042

–

10,102

Notes 附註 Cost of construction contracts and design services Cost of inventories sold Cost of electricity sold

建築合同及設計服務成本 已售存貨成本 已售電力成本 折舊 預付土地租賃款項攤銷

Depreciation Amortisation of prepaid land lease payments Amortisation of intangible assets

無形資產攤銷

Total depreciation and amortisation

折舊及攤銷總額

僱員福利開支 Employee benefit expense （包括董事及 (including directors’ and chief 行政總裁薪酬） （附註 8） executive’s remuneration (note 8): 工資、薪金及相關福利 Wages and salaries and relevant benefits 退休金計劃供款 Pension scheme contributions 股本結算之購股權開支 Equity-settled share option expense

Minimum lease payments under operating leases Research costs Auditors’ remuneration Impairment loss on property, plant and equipment Impairment loss on goodwill Impairment loss on trade receivables Impairment loss on other receivables Loss on settlement of derivative financial instruments Fair value loss on derivative financial instruments Issue expenses of convertible bonds charged to profit or loss Losses/(gains) on disposal of items of property, plant and equipment Exchange losses/(gains), net

經營租賃下的最低 租賃付款 研究成本 核數師酬金 物業、廠房及設備 減值虧損 商譽減值虧損 應收貿易款項減值虧損 其他應收款項減值虧損 結算衍生金融工具 的虧損 衍生金融工具的 公平值虧損 在損益扣除的 可換股債券發行開支 出售物業、廠房及 設備項目虧損╱（收益） 匯兌虧損╱（收益），淨額

– F-153 –

13 17 22 23

27

(12,332) (22,657)

72,747 3,017

139 139

140 140

China Singyes Solar Technologies Holdings Limited Annual Report 2015

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

8. DIRECTORS’ AND CHIEF EXECUTIVE’S REMUNERATION

8. 董事及行政總裁酬金

Directors’ and chief executive’s remuneration for the year, disclosed

根 據 香 港 公 司 條 例 第 383(1)(a)、(b)、

pursuant to the Listing Rules, section 383(1)(a),(b),(c) and (f) of

(c)及(f)條及及公司（披露董事利益資料）

the Hong Kong Companies Ordinance and Part 2 of the Companies

規例第 2 部披露的年內董事及行政總裁

(Disclosure of Information about Benefits of Directors) Regulation, is as

酬金如下：

follows:

Fees

袍金

Other emoluments:

其他酬金：

Salaries, allowances and

2014

二零一五年

二零一四年

RMB’000

RMB’000

人民幣千元

人民幣千元

4,858

4,573

2,702

1,886

131

36

7,691

6,495

薪金、津貼及實物利益

benefits in kind Pension scheme contributions

2015

退休金計劃供款

– F-154 –

二零一五年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

8. 董事及行政總裁酬金（續）

8. DIRECTORS’ AND CHIEF EXECUTIVE’S REMUNERATION (Continued)

Salaries, allowances

Pension

and benefits

scheme

in kind contributions

2015

二零一五年

Executive directors:

執行董事：

Fees

薪金、津貼

Total

退休金計劃 remuneration

袍金

及實物利益

供款

薪酬總計

RMB’000

RMB’000

RMB’000

RMB’000

人民幣千元

人民幣千元

人民幣千元

人民幣千元

Mr. Liu Hongwei*

劉紅維先生 *

1,508

980

36

2,524

Mr. Sun Jinli

孫金禮先生

1,257

791

36

2,084

Mr. Xie Wen

謝文先生

1,257

931

59

2,247

4,022

2,702

131

6,855

Non-executive directors:

非執行董事：

Mr. Cao Zhirong

曹志榮先生

114

–

–

114

Mr. Li Huizhong

李會忠先生

114

–

–

114

228

–

–

228

Independent non-executive directors: 獨立非執行董事： Mr. Wang Ching

王京先生

168

–

–

168

Mr. Yick Wing Fat, Simon

易永發先生

251

–

–

251

Mr. Cheng Jinshu

程金樹先生

189

–

–

189

608

–

–

608

4,858

2,702

131

7,691

– F-155 –

141 141

142 142

China Singyes Solar Technologies Holdings Limited Annual Report 2015

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

8. 董事及行政總裁酬金（續）

8. DIRECTORS’ AND CHIEF EXECUTIVE’S REMUNERATION (Continued)

Salaries,

2014

二零一四年

Executive directors:

執行董事：

allowances

Pension

and benefits

scheme

in kind

contributions

Total

Fees

薪金、津貼

退休金計劃

remuneration

袍金

及實物利益

供款

薪酬總計

RMB’000

RMB’000

RMB’000

RMB’000

人民幣千元

人民幣千元

人民幣千元

人民幣千元

Mr. Liu Hongwei

劉紅維先生

1,420

706

12

2,138

Mr. Sun Jinli

孫金禮先生

1,183

551

12

1,746

Mr. Xie Wen

謝文先生

1,183

629

12

1,824

3,786

1,886

36

5,708

Non-executive directors:

非執行董事：

Mr. Cao Zhirong

曹志榮先生

107

–

–

107

Mr. Li Huizhong

李會忠先生

107

–

–

107

214

–

–

214

Independent non-executive directors: 獨立非執行董事：

*

Mr. Wang Ching

王京先生

158

–

–

158

Mr. Yick Wing Fat, Simon

易永發先生

237

–

–

237

Mr. Cheng Jinshu

程金樹先生

178

–

–

178

573

–

–

573

4,573

1,886

36

6,495

Mr. Liu Hongwei who acts as an executive director of the Company is also

*

劉紅維先生擔任本公司執行董事，亦 為本公司行政總裁。

the chief executive officer of the Company.

There was no arrangement under which a director or the chief

年內並無任何董事或行政總裁放棄或同

executive waived or agreed to waive any remuneration during the year

意放棄任何薪酬之安排（二零一四年：

(2014: Nil).

無）。

– F-156 –

二零一五年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

9. 五位最高薪僱員

9. FIVE HIGHEST PAID EMPLOYEES The five highest paid employees during the year included two directors

年內，五位最高薪僱員中包括兩位董事

and the chief executive (2014: two directors and the chief executive),

及行政總裁（二零一四年：兩位董事及

details of whose remuneration are set out in note 8 above. Details of

行政總裁），彼等的薪酬詳情載於上文

the remuneration for the year of the remaining two (2014: two) highest

附註 8。餘下兩位（二零一四年：兩位）

paid employees who are neither a director nor chief executive of the

非本公司董事及非行政總裁最高薪僱員

Company are as follows:

年內的薪酬詳情如下：

Salaries, allowances and benefits

2014

二零一五年

二零一四年

RMB’000

RMB’000

人民幣千元

人民幣千元

4,211

1,987

30

18

4,241

2,005

薪金、津貼及實物利益

in kind Pension scheme contributions

2015

退休金計劃供款

The number of non-director and non-chief executive highest paid

下列薪酬範圍內非董事及非行政總裁最

employees whose remuneration fell within the following bands is as

高薪僱員的數目如下：

follows: Number of employees 僱員數目 2015

2014

二零一五年

二零一四年

HK$1,000,001 to HK$1,500,000

1,000,001 港元至 1,500,000 港元

–

2

HK$2,500,001 to HK$3,000,000

2,500,001 港元至 3,000,000 港元

2

–

2

2

– F-157 –

143 143

144 144

China Singyes Solar Technologies Holdings Limited Annual Report 2015

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

10. 所得稅

10. INCOME TAX The Group is subject to income tax on an entity basis on profits arising

本集團須就其成員公司所處及運營的各

in or derived from the respective countries or jurisdictions in which

自國家或司法權區所產生或賺取的溢

members of the Group are domiciled and operate.

利，按實體基準交納所得稅。

Pursuant to the rules and regulations of Bermuda, Samoa and the

根據百慕達、薩摩亞及英屬處女群島法

British Virgin Islands, the Group is not subject to any income tax in

律法規，本集團無須繳納百慕達、薩摩

Bermuda, Samoa and the British Virgin Islands.

亞及英屬處女群島的任何所得稅。

No provision for Hong Kong, Malaysia, Singapore and Nigeria profits

於年內本集團並無於香港、馬來西亞、

tax has been made as the Group had no assessable profits derived

新加坡及尼日利亞產生或賺取任何應課

from or earned in Hong Kong, Malaysia, Singapore and Nigeria during

稅溢利，故並無就香港、馬來西亞、新

the year.

加坡及尼日利亞利得稅計提撥備。

Mainland China profits tax has been provided at the respective CIT

中國大陸所得稅乃基於中國大陸附屬公

rates applicable to the subsidiaries located in Mainland China as

司適用的有關企業所得稅率，按年內中

determined in accordance with the relevant income tax rules and

國之有關所得稅法規及規例作出撥備。

regulations of the PRC for the year. Macau profits tax has been provided at the applicable CIT rate of 12%

澳門利得稅根據本年度澳門所得稅規例

as determined in accordance with the Macau income tax rules for the

已按適用企業所得稅稅率 12% 撥備。

year. The major components of income tax expense for the year are as

本年度所得稅開支主要部分如下：

follows:

Current – Charge for the year – Mainland China – Macau

2015

2014

二零一五年

二零一四年

RMB’000

RMB’000

人民幣千元

人民幣千元

90,124

125,084

當期所得稅 – 年內開支 － 中國大陸 － 澳門

1,399

–

Deferred (note 31)

遞延（附註 31）

(1,599)

(11,010)

Total tax charge for the year

年內稅項開支總額

89,924

114,074

– F-158 –

二零一五年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

10. 所得稅（續）

10. INCOME TAX (Continued) A reconciliation of the tax expense applicable to profit before tax at

以集團的除稅前溢利，按集團內各公司

the applicable tax rates for the countries or jurisdictions in which

所在之國家或司法管轄區的適用稅率計

companies within the Group are domiciled to the tax expense at the

算的稅項開支，及按集團實際稅率計算

Group’s effective tax rate is as follows:

的稅項開支，兩者對賬如下：

Profit before tax

除稅前溢利

At the applicable tax rates

按適用稅率計算

2015

2014

二零一五年

二零一四年

Notes

RMB’000

RMB’000

附註

人民幣千元

人民幣千元

447,370

698,913

(a)

76,647

108,637

Effect of tax holiday

稅務優惠期影響

Income not subject to tax

毋須課稅收入

(b)

(38,317)

(7,933)

Expenses not deductible for tax

不可扣減稅項開支

(c)

48,742

7,533

Tax losses utilised from

以前年度未獲確認的

previous years

(4,964)

稅項虧損的使用

Tax losses not recognised

未獲確認的稅項虧損

Effect of tax rate change

稅率變動影響

Tax charge at the Group’s effective

本集團實際稅率的稅項開支

(2,358)

tax rate (a)

The applicable corporate income tax (“CIT”) rate for Mainland

(a)

–

(2,296)

10,024

8,133

150

–

89,924

114,074

中國大陸附屬公司之適用企業

China subsidiaries is 25% except for certain subsidiaries that

所 得 稅（「 企 業 所 得 稅 」 ）稅 率 為

would be entitled to preferential tax rates as discussed below:

25%，享受下列優惠稅率之附屬 公司除外：

For Mainland China subsidiaries which are qualified as High

獲高新技術企業資格之中國大陸

and New Technology Enterprises, they would be entitled to a

附屬公司能夠享受 15% 之優惠稅

preferential tax rate of 15%. For subsidiaries engaging in the

率。從事獲批太陽能建築項目的

approved projects of solar power construction, they will be

附屬公司，自項目取得第一筆生

exempted from CIT for the first three years and are entitled to a

產經營收入所屬納稅年度起，第

50% tax reduction for the subsequent three years (“三免三減半”)

一年至第三年免徵中國企業所得

since their respective first revenue-generating year. Thereafter,

稅，其後三年減半徵收企業所得

they will be subject to CIT at a rate of 25%.

稅（「三免三減半」 ）。此後，彼等 將須按 25% 之稅率繳納企業所得 稅。

– F-159 –

145 145

146 146

China Singyes Solar Technologies Holdings Limited Annual Report 2015

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

10. 所得稅（續）

10. INCOME TAX (Continued) (b)

(c)

Income not subject to tax mainly consists of unrealised foreign

(b)

毋須課稅收入主要包括未變現外

exchange gain and the fair value gains on conversion rights of

匯收益以及可換股債券轉換權的

convertible bonds.

公平值收益。

Expenses not deductible for tax mainly consist of equity-settled share option expenses and finance costs incurred in offshore

(c)

不可扣減稅項開支主要包括股本 結算購股權開支以及離岸公司產

companies. These expenses are not expected to be deductible

生之融資成本。該等開支預期不

for tax.

可扣減稅項。

11. 股息

11. DIVIDENDS

Proposed final – HK3 cents (2014: HK9 cents)

2015

2014

二零一五年

二零一四年

RMB’000

RMB’000

人民幣千元

人民幣千元

17,469

49,374

建議末期股息 – 每股普通股 3 港仙 （二零一四年：9 港仙）

per ordinary share The proposed final dividend for the year is subject to the approval

本年度擬派之末期股息須獲本公司股東

of the Company’s shareholders at the forthcoming annual general

於應屆股東週年大會上批准。

meeting.

– F-160 –

二零一五年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

12. EARNINGS PER SHARE ATTRIBUTABLE TO ORDINARY EQUITY HOLDERS OF THE COMPANY

12. 本公司普通股權益持有人應 佔每股盈利

The calculation of the basic earnings per share amount is based on

每股基本盈利乃根據本公司普通股權益

the profit for the year attributable to ordinary equity holders of the

持有人應佔年內溢利及年內已發行普通

Company, and the weighted average number of ordinary shares of

股 的 加 權 平 均 數 695,806,347 股（ 二 零

695,806,347 (2014: 694,193,675) in issue during the year.

一四年：694,193,675 股）計算。

The calculation of the diluted earnings per share amount is based

每股攤薄盈利乃根據計算每股基本盈利

on the profit for the year attributable to ordinary equity holders of the

時採用的本公司普通股權益持有人應佔

Company as used in the basic earnings per share calculation, adjusted

年內溢利計算，並作出調整，以反映可

to reflect the interest on the convertible bonds and fair value gains on

換股債券的利息及可換股債券轉換權的

the conversion rights of the convertible bonds, where applicable (see

公平值收益（如適用） （見下文） 。計算時

below). The weighted average number of ordinary shares used in the

採用的普通股加權平均數為於年內發行

calculation is the weighted average number of ordinary shares in issue

的普通股加權平均數目（用於計算每股

during the year, as used in the basic earnings per share calculation,

基本盈利），以及假設於所有攤薄潛在

and the weighted average number of ordinary shares assumed to have

普通股被視為行使或轉換為普通股後無

been issued at no consideration on the deemed exercise or conversion

償發行的普通股加權平均數。

of all dilutive potential ordinary shares into ordinary shares.

– F-161 –

147 147

148 148

China Singyes Solar Technologies Holdings Limited Annual Report 2015

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

12. EARNINGS PER SHARE ATTRIBUTABLE TO ORDINARY EQUITY HOLDERS OF THE COMPANY (Continued) The calculations of basic and diluted earnings per share are based on:

Earnings

盈利

Profit attributable to ordinary

計算每股基本盈利的

equity holders of the Company

本公司普通股權益

used in the basic earnings

持有人應佔溢利：

per share calculation: Interest on convertible bonds

可換股債券利息

Less: fair value gains on the

減：可換股債券轉換權

conversion rights of

每股基本及攤薄盈利的計算乃根據： 2015

2014

二零一五年

二零一四年

RMB’000

RMB’000

人民幣千元

人民幣千元

355,986

584,269

100,610

37,762

(163,586)

(115,719)

293,010

506,312

的公平值收益

the convertible bonds

Profit attributable to ordinary

12. 本公司普通股權益持有人應 佔每股盈利（續）

扣除可換股債券利息及

equity holders of the Company

可換股債券轉換權的

before interest on convertible

公平值收益本公司普通

bonds and fair value gains on

股權益持有人應佔溢利

the conversion rights of the convertible bonds

– F-162 –

二零一五年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

12. EARNINGS PER SHARE ATTRIBUTABLE TO ORDINARY EQUITY HOLDERS OF THE COMPANY (Continued)

12. 本公司普通股權益持有人應 佔每股盈利（續） Number of shares 股份數目

Shares

股份

Weighted average number of

計算每股基本盈利的

ordinary shares in issue during

年內已發行普通股的

the year used in the basic

加權平均數

earnings per share calculation Effect of dilution – weighted average

2015

2014

二零一五年

二零一四年

695,806,347

694,193,675

攤薄影響 – 普通股

number of ordinary shares:

加權平均數：

Share options

購股權

11,617,510

14,101,924

Convertible bonds

可換股債券

71,941,829

28,828,025

779,365,686

737,123,624

– F-163 –

149 149

150 150

China Singyes Solar Technologies Holdings Limited Annual Report 2015

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

13. 物業、廠房及設備

13. PROPERTY, PLANT AND EQUIPMENT

Land and buildings 土地及樓宇 RMB’000 人民幣千元

Plant and machinery 機器設備 RMB’000 人民幣千元

Motor vehicles 汽車 RMB’000 人民幣千元

Office equipment and furniture 辦公室 設備及傢具 RMB’000 人民幣千元

1,129,210 452

293,728 39,793

14,261 2,580

27,195 9,162

1,825,918 54,151

442,579 442,735

3,732,891 548,873

75 141,584 – 1,051

– 1,661 – –

261 – (35) (20)

201 – – 6

– 429,936 (35,897) –

– (573,181) – –

537 – (35,932) 1,037

1,272,372

335,182

17,047

36,564

2,274,108

312,133

4,247,406

71,074

108,777

10,016

18,882

69,071

–

277,820

22,548

28,157

1,375

4,044

78,365

–

134,489

7 – 133

– – –

61 (30) (5)

50 – 9

– (366) –

– – –

118 (396) 137

93,762

136,934

11,417

22,985

147,070

–

412,168

Net carrying amount: At 1 January 2015

賬面淨值： 於二零一五年一月一日 1,058,136

184,951

4,245

8,313

1,756,847

442,579

3,455,071

At 31 December 2015

於二零一五年 十二月三十一日

198,248

5,630

13,579

2,127,038

312,133

3,835,238

31 December 2015 二零一五年十二月三十一日 Cost: At 1 January 2015 Additions Acquisition of a subsidiary (note 36) Transfers Disposals Exchange realignment At 31 December 2015

Accumulated depreciation and impairment: At 1 January 2015 Depreciation provided for the year (note 7) Acquisition of a subsidiary (note 36) Disposals Exchange realignment At 31 December 2015

成本： 於二零一五年 一月一日 添置 收購一間附屬公司 （附註36） 調轉 出售 匯兌調整 於二零一五年 十二月三十一日

Photovoltaic power station 光伏電站 RMB’000 人民幣千元

Construction in progress 在建工程 RMB’000 人民幣千元

Total 總計 RMB’000 人民幣千元

累計折舊及減值：

於二零一五年一月一日 本年度折舊撥備 （附註7） 收購一間附屬公司 （附註36） 出售 匯兌調整 於二零一五年 十二月三十一日

1,178,610

– F-164 –

二零一五年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

13. 物業、廠房及設備（續）

13. PROPERTY, PLANT AND EQUIPMENT (Continued)

31 December 2014 二零一四年十二月三十一日

Land and buildings 土地及樓宇 RMB’000 人民幣千元

Plant and machinery 機器設備 RMB’000 人民幣千元

Motor vehicles 汽車 RMB’000 人民幣千元

Office equipment and furniture 辦公室 設備及傢具 RMB’000 人民幣千元

Photovoltaic power station 光伏電站 RMB’000 人民幣千元

Construction in progress 在建工程 RMB’000 人民幣千元

Total 總計 RMB’000 人民幣千元

Cost: At 1 January 2014 Additions Transfers Disposals Exchange realignment

成本： 於二零一四年一月一日 添置 調轉 出售 匯兌調整

1,062,507 2,637 64,008 – 58

275,734 14,528 3,466 – –

12,576 1,803 – (118) –

23,767 3,427 – – 1

1,454,144 126,429 414,312 (168,967) –

18,118 906,247 (481,786) – –

2,846,846 1,055,071 – (169,085) 59

At 31 December 2014

於二零一四年 十二月三十一日

1,129,210

293,728

14,261

27,195

1,825,918

442,579

3,732,891

47,207

77,875

8,268

15,716

17,566

–

166,632

21,617

26,398

1,748

3,165

57,982

–

110,910

2,243 – 7

4,504 – –

– – –

– – 1

– (6,477) –

– – –

6,747 (6,477) 8

71,074

108,777

10,016

18,882

69,071

–

277,820

Accumulated depreciation and impairment: At 1 January 2014 Depreciation provided for the year (note 7) Impairment provided for the year (note 7) Disposals Exchange realignment At 31 December 2014

累計折舊及減值：

於二零一四年一月一日 本年度折舊撥備 （附註7） 本年度減值撥備 （附註7） 出售 匯兌調整 於二零一四年 十二月三十一日

Net carrying amount: At 1 January 2014

賬面淨值： 於二零一四年一月一日

1,015,300

197,859

4,308

8,051

1,436,578

18,118

2,680,214

At 31 December 2014

於二零一四年 十二月三十一日

1,058,136

184,951

4,245

8,313

1,756,847

442,579

3,455,071

– F-165 –

151 151

152 152

China Singyes Solar Technologies Holdings Limited Annual Report 2015

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

13. PROPERTY, PLANT AND EQUIPMENT (Continued)

附註：

Notes: (a)

13. 物業、廠房及設備（續）

At 31 December 2015, certain of the Group’s buildings with a net carrying

(a)

於二零一五年十二月三十一日，本集

amount of approximately RMB310,073,000 (2014: RMB315,170,000)

團 賬 面 淨 值 約 為 人 民 幣 310,073,000

were pledged to secure bank and other loans granted to the Group (note

元（二零一四年：人民幣 315,170,000 元）之樓宇已抵押予銀行及作為其他貸

28(a)).

款授予本集團之擔保（附註 28(a)）。 (b)

As at 31 December 2015, the application for the property ownership

(b)

於二零一五年十二月三十一日，賬面 淨值約為人民幣 448,842,000 元（二零

certificates of certain buildings with a net carrying amount of approximately RMB448,842,000 (2014: RMB275,844,000) was in

一四年：人民幣 275,844,000 元）之若

progress. Those buildings can only be sold, transferred or mortgaged

干樓宇之物業產權證書正在申請過程

when their relevant ownership certificates have been obtained.

當中。該等樓宇僅於取得其相關的產 權證書時方可出售、轉讓或按揭。

(c)

As at 31 December 2015, the rights on the annual return generated

(c)

於 二 零 一 五 年 十 二 月 三 十 一 日， 光 伏電站產生的賬面淨值約人民幣

from the photovoltaic power station with a net carrying amount of approximately RMB31,200,000 (2014: RMB32,498,000) were assigned

31,200,000 元（ 二 零 一 四 年： 人 民 幣

to an independent third party for twenty years for a loan obtained by the

32,498,000 元）之年度回報權利已就

Group (note 28(b)).

本集團取得之年期為二十年的貸款轉 讓予獨立第三方（附註 28(b))。

(d)

As at 31 December 2015, certain of the Group’s photovoltaic power

(d)

於二零一五年十二月三十一日，賬面 淨值約人民幣 1,150,558,000 元（二零

stations with a net carrying amount of approximately RMB1,150,558,000 (2014: Nil) were pledged to secure bank and other loans granted to the

一四年：無）之本集團若干光伏電站已

Group (note 28(c)).

抵押予銀行及作為其他貸款授予本集 團之擔保（附註 28(c)）。

(e)

As at 31 December 2015, certain of the Group’s buildings were

(e)

於二零一五年十二月三十一日，本集

pledged as collateral for the Group’s bank loan with a principal of

團若干樓宇乃抵押作為本集團本金額

RMB15,000,000. Such bank loan was repaid by the Company in August

人民幣 15,000,000 元銀行貸款之抵押

2015 and the Group is still the customary procedure to discharge the

品。該等銀行貸款乃由本公司於二零

buildings mortgage.

一五年八月償還及本集團仍按慣例程 序免除樓宇抵押。

– F-166 –

二零一五年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

14. 預付土地租賃款項

14. PREPAID LAND LEASE PAYMENTS

Carrying amount at 1 January

於一月一日之賬面值

Additions

添置

Amortisation charged for the year

本年度攤銷（附註 7）

(note 7)

Carrying amount at 31 December

於十二月三十一日之賬面值

At 31 December 2015, certain of the Group’s prepaid land

2015

2014

二零一五年

二零一四年

RMB’000

RMB’000

人民幣千元

人民幣千元

97,513

94,608

875

5,088

(2,252)

(2,183)

96,136

97,513

於二零一五年十二月三十一日，本集團

lease payments with a net carrying amount of approximately

賬面淨值約人民幣 89,569,000 元（二零

RMB89,569,000 (2014: RMB91,555,000) were pledged to secure

一四年：人民幣 91,555,000 元）的預付 土地租賃款項已抵押作為授予本集團的

bank loans granted to the Group (note 28(d)).

銀行貸款之擔保（附註 28(d)）。

– F-167 –

153 153

154 154

China Singyes Solar Technologies Holdings Limited Annual Report 2015

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

15. 無形資產

15. INTANGIBLE ASSETS

Operating Software 31 December 2015 二零一五年十二月三十一日

rights

Total

軟件

經營權

總計

RMB’000

RMB’000

RMB’000

人民幣千元

人民幣千元

人民幣千元

Cost:

成本：

At 1 January 2015

於二零一五年一月一日

2,273

4,107

6,380

Additions

添置

2,905

–

2,905

At 31 December 2015

於二零一五年十二月三十一日

5,178

4,107

9,285

Accumulated amortisation

累計攤銷及減值： 1,151

3,635

4,786

541

472

1,013

1,692

4,107

5,799

and impairment: At 1 January 2015

於二零一五年一月一日

Amortisation provided

年內攤銷撥備（附註 7）

during the year (note 7)

At 31 December 2015

於二零一五年十二月三十一日

Net carrying amount:

賬面淨值：

At 1 January 2015

於二零一五年一月一日

1,122

472

1,594

At 31 December 2015

於二零一五年十二月三十一日

3,486

–

3,486

– F-168 –

二零一五年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

15. 無形資產（續）

15. INTANGIBLE ASSETS (Continued)

Operating Software 31 December 2014 二零一四年十二月三十一日 Cost:

成本：

At 1 January 2014

於二零一四年一月一日

Additions

添置

At 31 December 2014

於二零一四年十二月三十一日

Accumulated amortisation

累計攤銷及減值：

rights

Total

軟件

經營權

總計

RMB’000

RMB’000

RMB’000

人民幣千元

人民幣千元

人民幣千元

1,664

4,107

5,771

609

–

609

2,273

4,107

6,380

808

3,291

4,099

343

344

687

1,151

3,635

4,786

856

816

1,672

1,122

472

1,594

and impairment: At 1 January 2014

於二零一四年一月一日

Amortisation provided

年內攤銷撥備（附註 7）

during the year (note 7)

At 31 December 2014

於二零一四年十二月三十一日

Net carrying amount:

賬面淨值：

At 1 January 2014

於二零一四年一月一日

At 31 December 2014

於二零一四年十二月三十一日

– F-169 –

155 155

156 156

China Singyes Solar Technologies Holdings Limited Annual Report 2015

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

16. 預付款項

16. PAYMENTS IN ADVANCE

Advance payments in respect of:

2015

2014

二零一五年

二零一四年

RMB’000

RMB’000

人民幣千元

人民幣千元

以下項目的預付款項：

Land use rights

土地使用權

21,131

2,486

Construction of fixed assets

固定資產建設

–

170,642

Purchase of machinery

購買機器設備

9,006

19,307

Others

其他

–

789

30,137

193,224

17. 商譽

17. GOODWILL

2015 二零一五年 RMB’000 人民幣千元 At 1 January

於一月一日

Acquisition of a subsidiary (note 36)

收購一間附屬公司（附註 36）

Impairment during the year

年內減值

At 31 December

於十二月三十一日

– F-170 –

– 9,783 (9,783)

–

二零一五年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

17. 商譽（續）

17. GOODWILL (Continued) Goodwill, which arose from the acquisition of Malaysia Singyes on

商譽產生自於二零一五年六月二十九日

29 June 2015, represented the excess of the cost of the business

收購馬來西亞興業，指於收購日期業務

combination over the Company’s interest in the fair value of Malaysia

合併之成本超出本公司於馬來西亞興業

Singyes’s net identifiable assets at the date of acquisition (note

凈可辨認資產之公平值之權益之部分

37). Goodwill acquired through business combination is allocated

（附註 37）。透過業務合併收購之商譽

to the Malaysia Singyes cash- generating unit (“Malaysia CGU”)

分配至馬來西亞興業現金產生單位（「馬

for impairment testing purposes. The Group performed its annual

來西亞現金產生單位」）以作減值測試。

impairment test as at 31 December 2015. The sharp fall in Malaysia

本集團於二零一五年十二月三十一日執

currency exchange rate against the major international currencies in

行其年度減值測試。馬來西亞貨幣兌主

2015 and the ongoing economic uncertainty have led to the recognition

要國際貨幣匯率於二零一五年大幅下跌

of expected losses for construction projects undertaken by Malaysia

以及持續經濟不明朗，導致就馬來西亞

Singyes during the year. As at 31 December 2015, Malaysia Singyes

興業於年內承接之建設項目確認預期虧

has a net deficit position, the recoverable amount of Malaysia CGU

損。於二零一五年十二月三十一日，馬

was assumed to be zero. Management has assessed that the fair value

來西亞興業產生虧損淨額，馬來西亞現

of the Malaysia CGU approximates to the net carrying amounts of the

金產生單位之可收回金額假定為零。管

respective assets less liabilities of Malaysia Singyes largely due to the

理層已評估馬來西亞現金產生單位之公

short term maturities of these assets and liabilities. It was concluded

平值與馬來西亞興業之相關資產減負債

by management that the value in use did not exceed the fair value less

之凈賬面金額相若，主要由於該等資產

costs of disposal. As a result of this analysis, management has fully

及負債之短期到期性質。管理層作出之

impaired the goodwill of RMB9,783,000.

結論為使用價值並未超過公平值減出售 成本。由於此分析，管理層已就商譽人 民幣 9,783,000 元作出悉數減值。

18. 於聯營公司投資

18. INVESTMENTS IN ASSOCIATES

2015 二零一五年 RMB’000 人民幣千元 Unlisted investments, at cost

非上市投資，按成本

Share of losses of associates

分佔聯營公司虧損

Aggregate carrying amount of the Group’s

本集團於聯營公司投資的

investments in the associates

總賬面值

– F-171 –

1,200 (5,944)

(4,744)

157 157

158 158

China Singyes Solar Technologies Holdings Limited Annual Report 2015

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

18. 於聯營公司投資（續）

18. INVESTMENTS IN ASSOCIATES (Continued) The Group’s trade receivable and other receivable balances with the

本集團與聯營公司之應收貿易款項及其

associates are disclosed in note 41 to the financial statements.

他應收款項結餘乃於財務報表附註 41 披 露。

In the opinion of the management, there were no material associates of

管理層認為，年內本集團並無重大聯營

the Group during the year.

公司。

The Group’s shareholdings in the associates are held through the

本公司於聯營公司的股權透過本公司全

wholly-owned subsidiaries of the Company.

資附屬公司持有。

The Group continued the recognition of its share of losses of associates

儘管分佔該等聯營公司虧損超過本集團

despite the share of lossess of these associates exceeded the

於該等聯營公司之權益，本集團仍持

Group’s interest in these associates because the Group has a capital

續確認其分佔聯營公司虧損，原因是本

contribution obligation to these associates (note 40).

集團對該等聯營公司有出資責任（附註 40）。

19. 可供出售投資

19. AVAILABLE-FOR-SALE INVESTMENTS

Unlisted equity investments, at cost:

非上市股本投資按成本：

Weihai China Glass Solar Co., Ltd.

威海中玻光電有限公司

Jiuhua New Energy Management

九華新能源管理有限公司

Co., Ltd. Zhuhai Xinye Green Energy Technology Co., Ltd. Others

Other investments, at fair value

2014 二零一四年

Notes

RMB’000

RMB’000

附註

人民幣千元

人民幣千元

12,614

11,878

380

380

7,600

–

(a)

Co., Ltd. Shanxi Singyes Solar Technology

2015 二零一五年

陝西興業太陽能科技 有限公司 珠海興業綠色建築科技 有限公司 其他

其他投資，按公平值

– F-172 –

(b)

9,500

–

5

–

30,099

12,258

20,901

–

51,000

12,258

二零一五年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

19. AVAILABLE-FOR-SALE INVESTMENTS (Continued)

19. 可供出售投資（續） 附註：

Notes: (a)

(b)

As at 31 December 2015, the equity investment listed above were

(a)

於二零一五年十二月三十一日，上列

stated at cost as the Group has no significant influence or control over

股本投資乃按成本列賬，因本集團對

the entities. The unlisted equity investments represent the Group’s

實體並無重大影響或控制權。非上市

investments in enterprises domiciled in Mainland China. They are stated

股本投資指本集團於中國內地企業的

at cost less impairment because the range of reasonable fair value

投 資。 有 關 投 資 按 成 本 減 去 減 值 列

estimates is so significant that the directors are of the opinion that their

賬，理由是合理公平值估計之範圍重

fair value cannot be measured reliably. The Group does not intend to

大，董事認為，其公平值無法可靠估

dispose of them in the near future.

量。本集團無意於近期出售有關投資。

Other investments at fair value at 31 December 2015 represented

(b)

於二零一五年十二月三十一日按公平

the cash surrender value (“CSV”) of the two life insurance contracts

值列賬其他投資指本公司與一間國際

(“Insurance Contracts”) entered into between the Company and an

保險公司於二零一五年七月訂立兩項

international insurance company in July 2015. The Company is the

人壽保險合約（「保險合約」）的解約金 （「解約金」）。本公司為保險合約的投

policyholder and beneficiary of the Insurance Contracts.

保人及受益人。

The salient terms of the Insurance Contracts are disclosed as follows:

保險合約的主要條款披露如下：

Contract 1

Contract 2

合約 1

合約 2

Life insured

Liu Hongwei*

Key mangement

人壽保險

劉紅維 *

主要管理層

Sum insured (US$’000)

10,000

5,000

保險金額（千美元） Premium mode

Single premium

Single premium

保險費交付方式

單期保費

單期保費

Single premium (US$’000)

3,077

946

單期保費（千美元） Effective date

20 August 2015

14 August 2015

生效日期

二零一五年八月二十日

二零一五年八月十四日

In accordance with the Insurance Contracts, upon giving a written

根據保險合約，於任何時候發出書面

notice, at anytime, the Company has a right to surrender the Insurance

通知，本公司有權退保及按保險公司

Contracts and receive a CSV for each insurance contract as quoted by

承保金額就各份保險合約收取解約金。

the insurance company. *

Mr. Liu Hongwei is the chairman and chief executive of the

*

劉紅維先生為本公司主席兼行 政總裁。

Company.

– F-173 –

159 159

160 160

China Singyes Solar Technologies Holdings Limited Annual Report 2015

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

19. AVAILABLE-FOR-SALE INVESTMENTS (Continued)

19. 可供出售投資（續）

Notes: (Continued)

附註：（續）

(b)

(b)

(Continued)

（續）

Total single premium sum of approximately US$4,023,000 (equivalent

單期保費總金額約 4,023,000 美元（相

to approximately RMB26,129,000) has been fully paid by the Company

當於約人民幣 26,129,000 元）已由本

at the inception of each of the Insurance Contracts. During the year,

公司按各份保險合約起期悉數支付。

a gross loss in respect of the Insurance Contracts recognised in other

年內，就保險合約總虧損於其他全面

comprehensive income amounted to RMB5,228,000, representing the

收 益 表 確 認 人 民 幣 5,228,000 元， 即

difference between the CSV at 31 December 2015 and the total single

二零一五年十二月三十一日解約金與

premium sum paid by the Company at the inception of the each of

本公司按各份保險合約起期已付單期

Insurance Contracts.

保費總額之差額。

20. 存貨

20. INVENTORIES

2015

2014

二零一五年

二零一四年

RMB’000

RMB’000

人民幣千元

人民幣千元

Raw materials

原材料

73,928

73,669

Finished goods

產成品

19,243

40,917

93,171

114,586

– F-174 –

二零一五年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

21. 建築合同

21. CONSTRUCTION CONTRACTS

Contract costs incurred plus recognised profits less recognised

Gross amount due from

RMB’000

RMB’000

人民幣千元

人民幣千元

3,368,845

1,347,162

(2,441,347)

(1,062,677)

減迄今已確認及預期虧損 減：按進度結算款項

927,498

284,485

937,546

284,485

應收合同客戶的款項總額

contract customers Gross amount due to

2014 二零一四年

所致合同成本加上已確認溢利

and expected losses to date Less: progress billings

2015 二零一五年

應付合同客戶的款項總額

contract customers

(10,048)

927,498

22. TRADE AND BILLS RECEIVABLES

–

284,485

22. 應收貿易款項及應收票據

Trade and bills receivables

應收貿易款項及應收票據

Less: impairment

減：減值

2015

2014

二零一五年

二零一四年

RMB’000

RMB’000

人民幣千元

人民幣千元

2,319,622

2,163,334

(27,427)

2,292,195

– F-175 –

(2,833)

2,160,501

161 161

162 162

China Singyes Solar Technologies Holdings Limited Annual Report 2015

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

22. TRADE AND BILLS RECEIVABLES (Continued)

As at 31 December 2015, trade receivables contained retention money

22. 應收貿易款項及應收票據 （續） 於 二 零 一 五 年 十 二 月 三 十 一 日， 應

receivables of RMB273,088,000 (2014: RMB299,731,000). Retention

收貿易款項包括應收質保金人民幣

money receivables are normally collected within one to five years after

273,088,000 元（ 二 零 一 四 年： 人 民 幣

the completion of the relevant construction works.

299,731,000 元） 。應收質保金一般於相 關建築工程完成後一至五年內收取。

Credit terms granted to the Group’s major customers are as follows:

授予本集團主要客戶的信貸期如下：

Construction contracts

建築合同

The majority of the Group’s revenues are generated from construction

本集團的大部分收入通過建築合同產

contracts and are settled in accordance with the terms specified in

生，並按照監管相關建築工程的合同中

the contracts governing the relevant construction works. The Group

指定的條款結算。本集團尚未授予其建

does not have a standardised and universal credit period granted to

設服務客戶標準及統一的信貸期。個別

its construction contract customers. The credit period of individual

建設服務客戶的信貸期視情況而定，並

construction contract customers is considered on a case-by-case basis

列明於建築合同中（如適當）。倘一項項

and set out in the construction contracts, as appropriate. In the event

目合約未訂明信貸期，則本集團的慣例

that a project contract does not specify the credit period, the usual

為允許介乎 30 日至 150 日的信貸期。

practice of the Group is to allow a credit period of 30 to 150 days.

Sale of materials

材料銷售

For the sale of materials, the Group normally grants a credit period

就材料銷售而言，本集團一般授予主要

ranging from three to six months to major customers. Trade receivables

客戶介乎三至六個月的信貸期。來自小

from small and new customers are normally expected to be settled

型及新增客戶的應收貿易款項通常預期

shortly after the delivery of goods. No credit period is set by the Group

在緊隨交付貨品之後立即結算。本集團

for small and new customers.

未就小型及新增客戶設定信貸期。

Sale of electricity

電力銷售

The Group’s trade receivables from the sale of electricity are mainly

本集團來自電力銷售的應收貿易款項主

receivables from the State Grid Corporation of China (“State Grid”).

要為應收自國家電網公司（「國家電網」）

Generally, trade receivables are usually settled within one month from

款項。一般而言，應收貿易款項一般自

the date of billing.

結算日期起計一個月內到期。

– F-176 –

二零一五年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

22. TRADE AND BILLS RECEIVABLES (Continued)

22. 應收貿易款項及應收票據 （續）

Sale of electricity (Continued)

電力銷售（續）

The Group does not hold any collateral or other credit enhancements

本集團並無就應收貿易款項餘額持有任

over its trade receivable balances. Trade receivables are non-interest-

何抵押品或其他信貸加強措施。應收貿

bearing.

易款項為免息。

An aged analysis of the trade and bills receivables as at the end of the

於報告期末，按照賬單日期及扣除減值

reporting period, based on the billing date and net of impairment, is as

基準計算的應收貿易款項及應收票據賬

follows:

齡分析如下： 2015

2014

二零一五年

二零一四年

RMB’000

RMB’000

人民幣千元

人民幣千元

Within 3 months

三個月內

860,566

1,381,758

3 to 6 months

三至六個月

435,525

519,414

6 to 12 months

六至十二個月

629,739

126,922

1 to 2 years

一至兩年

318,022

118,257

2 to 3 years

兩至三年

42,097

14,080

Over 3 years

三年以上

6,246

70

2,292,195

2,160,501

– F-177 –

163 163

164 164

China Singyes Solar Technologies Holdings Limited Annual Report 2015

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

22. TRADE AND BILLS RECEIVABLES (Continued)

The movements in provision for impairment of trade receivables are as

22. 應收貿易款項及應收票據 （續） 應收貿易款項減值撥備之變動如下：

follows:

At 1 January

於一月一日

Impairment losses recognised

已確認減值虧損（附註 7）

(note 7) Amount written-off as uncollectible

不可收回被註銷金額

2015

2014

二零一五年

二零一四年

RMB’000

RMB’000

人民幣千元

人民幣千元

2,833

2,555

26,771

278

(2,177)

27,427 The individually impaired trade receivables relate to customers that

–

2,833

個別減值的應收貿易款項乃與有財務困

were in financial difficulties or were in default interest or principal

難或拖欠利息或本金付款或兩者兼具的

payment or both and only a portion of the receivables is expected to

客戶有關，且預期僅可收回部份該等應

be recovered. The Group does not hold any collateral or other credit

收貿易款項。本集團並無就該等結餘持

enhancements over these balances.

有任何抵押品或其他信貸加強措施。

– F-178 –

二零一五年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

22. TRADE AND BILLS RECEIVABLES (Continued)

22. 應收貿易款項及應收票據 （續）

An aged analysis of the Group’s trade and bills receivables that are not

本集團未視為減值的應收貿易款項及應

considered to be impaired is as follows:

收票據賬齡分析如下： 2015

2014

二零一五年

二零一四年

RMB’000

RMB’000

人民幣千元

人民幣千元

1,554,853

2,041,956

逾期不足六個月

592,732

109,657

6 to 12 months past due

逾期六至十二個月

136,599

8,499

Over 12 months past due

逾期十二個月以上

8,011

389

2,292,195

2,160,501

Neither past due nor impaired

未逾期亦未減值

Past due but not impaired:

已逾期但未減值：

Less than 6 months past due

Receivables that were neither past due nor impaired relate to a large

未逾期亦未減值的應收款項乃與大量近

number of diversified customers for whom there was no recent history

期並無違約記錄的多名客戶有關。

of default. Receivables that were past due but not impaired relate to a number

已逾期但未減值的應收款項乃與多名獨

of independent customers. The directors of the Company are of the

立客戶有關。由於信貸質素並無出現重

opinion that no further provision for impairment is necessary in respect

大變動，且有關結餘仍被視為可全數收

of these remaining balances as there has not been a significant change

回，本公司董事認為毋須就該等剩餘結

in credit quality and the balances are still considered fully recoverable.

餘作出進一步減值撥備。本集團並無就

The Group does not hold any collateral or other credit enhancements

該等結餘持有任何抵押品或其他信貸加

over these balances.

強措施。

Included in the Group’s trade receivables are amounts due from the

列入本集團應收貿易款項為應收本集團

Group’s associate of RMB63,629,000 (2014: Nil), which are repayable

聯營公司款項人民幣 63,629,000 元（二

on credit terms similar to those offered to the major customers of the

零一四年：無），此為類似提供予本集

Group.

團主要客戶信貸條款之應付款項。

The Group has pledged trade receivables of approximately

本集團已抵押約人民幣 597,000 元（二

RMB597,000 (2014: Nil) to secure bank loans granted to the Group

零一四年：無）的應收貿易款項作為授

(note 28(f)).

予本集團銀行貸款之擔保（附註 28(f)）。

– F-179 –

165 165

166 166

China Singyes Solar Technologies Holdings Limited Annual Report 2015

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

23. PREPAYMENTS, DEPOSITS AND OTHER RECEIVABLES

Prepayments to subcontractors

23. 預付款項、訂金及其他應收 款項 2015

2014

二零一五年

二零一四年

RMB’000

RMB’000

人民幣千元

人民幣千元

165,997

169,013

預付分包商及供應商款項

and suppliers Deposits

訂金

65,731

49,934

Tariff adjustment receivables*

應收電價補貼 *

99,355

31,734

Other receivables

其他應收款項

325,885

206,678

656,968

457,359

Less: impairment

減：減值

(4,578)

652,390 The movements in provision for impairment of other receivables are as

(2,093)

455,266

其他應收款項減值撥備變動載列如下：

follows: 2015

2014

二零一五年

二零一四年

RMB’000

RMB’000

人民幣千元

人民幣千元

At 1 January

於一月一日

2,093

400

Impairment loss recognised (note 7)

已確認減值虧損（附註 7）

2,485

1,693

4,578

2,093

Impairment provision of RMB4,578,000 (2014: RMB2,093,000) has

已就長期未收回的其他應收款項作出減

been made on other receivables that have been outstanding for a long

值 撥 備 人 民 幣 4,578,000 元（ 二 零 一 四

time. Other than the amount of RMB4,578,000, none of the above

年： 人 民 幣 2,093,000 元 ） 。除人民幣

assets are either past due or impaired and relate to receivables for

4,578,000 元外，上述資產概無逾期或

which there was no recent history of default.

減值，且與近期並無拖欠記錄的應收款 項有關。

– F-180 –

二零一五年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

23. PREPAYMENTS, DEPOSITS AND OTHER RECEIVABLES (Continued)

23. 預付款項、訂金及其他應收 款項（續）

The Group has pledged tariff adjustment receivables of approximately

本 集 團 已 抵 押 約 人 民 幣 89,396,000 元

RMB89,396,000 (2014: Nil) to secure bank loans granted to the

（二零一四年：無）的電價補貼應收款項 作為授予本集團銀行貸款之擔保（附註

Group (note 28(g)).

28(g)）。 *

The Group’s tariff adjustment receivables from the sale of electricity are

*

本集團來自電力銷售的應收電價補貼

mainly receivables from the State Grid. Tariff adjustment receivables

主要為自國家電網的應收款項。應收

represented the government subsidies on renewable energy for ground

電價補貼指根據現行政府政策將向國

projects to be received from the State Grid based on the existing

家電網收取之可再生能源地面項目政

government policies.

府補貼。

24. CASH AND CASH EQUIVALENTS AND PLEDGED DEPOSITS

Cash and bank balances

現金及銀行結存

Time deposits

定期存款

Less: Pledged time deposits for:

2015

2014

二零一五年

二零一四年

RMB’000

RMB’000

人民幣千元

人民幣千元

1,265,303

901,417

376,055

500,327

1,641,358

1,401,744

減：就以下項目之抵押定期存款：

Bank loans (note 28(e))

銀行貸款（附註 28(e)）

Letter of credit

信用證

Bills payable (note 25)

應付票據（附註 25）

Cash and cash equivalents

24. 現金及現金等價物以及抵押 存款

現金及現金等價物

– F-181 –

20,000

20,000

–

13,500

356,055

466,827

376,055

500,327

1,265,303

901,417

167 167

168 168

China Singyes Solar Technologies Holdings Limited Annual Report 2015

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

24. CASH AND CASH EQUIVALENTS AND PLEDGED DEPOSITS (Continued)

24. 現金及現金等價物以及抵押 存款（續）

The Group’s cash and bank balances and time deposits denominated

本集團現金及銀行結餘以及定期存款以

in the following currencies:

下列貨幣列值：

RMB equivalent amount:

2015

2014

二零一五年

二零一四年

RMB’000

RMB’000

人民幣千元

人民幣千元

人民幣等值金額：

RMB

人民幣

1,513,396

1,262,400

US$

美元

63,643

104,449

HK$

港元

46,966

21,616

SG$

新元

63

2,145

MOP

澳門元

2,171

11,134

MYR

林吉特

15,119

–

1,641,358

1,401,744

The RMB is not freely convertible into other currencies. However,

人民幣不可自由地兌換為其他貨幣。然

under Mainland China’s Foreign Exchange Control Regulations and

而，根據中國大陸的外匯管理條例及結

Administration of Settlement, Sale and Payment of Foreign Exchange

匯、售匯及付匯管理規定，本集團獲准

Regulations, the Group is permitted to exchange RMB for other

通過獲授權經營外匯業務的銀行將人民

currencies through banks authorised to conduct foreign exchange

幣兌換為其他貨幣。

business. Cash at banks earns interest at floating rates based on daily bank

銀行現金按每日銀行存款利率之浮動利

deposit rates. Time deposits are made for varying periods of between

率計息。定期存款之存款期介乎一日

one day and three months depending on the immediate cash

至三個月，視本集團之即時現金需求而

requirements of the Group, and earn interest at the respective short

定，並按相關短期定期存款利率計息。

term time deposit rates. The bank balances and pledged deposits are

銀行結餘和抵押存款已存入近期沒有不

deposited with creditworthy banks with no recent history of default.

良拖欠記錄、信譽良好的銀行中。

– F-182 –

二零一五年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

25. 應付貿易款項及應付票據

25. TRADE AND BILLS PAYABLES An aged analysis of the trade and bills payables as at the end of the

於報告期末，基於發票日期或發行日期

reporting period, based on the invoice date or issuance date, where

（視乎情況而定）計算應付貿易款項及應 付票據的賬齡分析如下：

appropriate, is as follows:

2015

2014

二零一五年

二零一四年

RMB’000

RMB’000

人民幣千元

人民幣千元

三個月內

365,420

419,822

3 to 6 months

三至六個月

411,341

555,872

6 to 12 months

六至十二個月

88,685

278,953

Within 3 months

1 to 2 years

一至兩年

21,114

14,366

2 to 3 years

兩至三年

3,974

7,848

Over 3 years

三年以上

12,969

7,471

903,503

1,284,332

The trade and bills payables are non-interest-bearing and are normally

該等應付貿易款項及應付票據為免息並

settled on six-month terms.

通常按六個月期限結算。

As at 31 December 2015 and 2014, the Group’s bills payable were

於二零一五年及二零一四年十二月

secured by the pledged deposits (note 24).

三十一日，本集團應付票據乃以抵押存 款抵押（附註 24）。

– F-183 –

169 169

170 170

China Singyes Solar Technologies Holdings Limited Annual Report 2015

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

26. OTHER PAYABLES AND ACCRUALS

Advances from customers

客戶墊款

26. 其他應付款項及應計款項 2015

2014

二零一五年

二零一四年

RMB’000

RMB’000

人民幣千元

人民幣千元

122,042

32,355

Tax and surcharge payables

應付稅項及附加費

66,566

41,738

Accrued expenses

應計開支

17,520

18,731

Other payables

其他應付款項

125,162

221,530

331,289

314,354

Other payables and accruals are unsecured, non-interest-bearing and

其他應付款項及應計款項為無抵押、免

have no fixed terms of repayment.

息及無固定償還期。

27. DERIVATIVE FINANCIAL INSTRUMENTS

Interest rate swaps

27. 衍生金融工具 2015

2014

二零一五年

二零一四年

RMB’000

RMB’000

人民幣千元

人民幣千元

–

3,042

利率掉期

The Group uses interest rate swaps to manage its interest rate risk.

本集團利用利率掉期管理其利率風險。

On 30 June 2015, the Group entered into interest rate swap contracts

於二零一五年六月三十日，本集團與若

with the bank, covering periods from 30 June 2015 to 29 June 2018.

干金融機構訂立利率掉期合約，合約期

The interest rate swap contracts entitle the Group to receive interest

為二零一五年六月三十日至二零一八年

at floating rates on an aggregate notional principal of US$5 million

六 月 二 十 九 日。 根 據 利 率 掉 期 合 約，

(equivalent to approximately RMB32 million) and to pay interest at

本集團有權按浮動利率就名義本金總

fixed rates on the same notional amount principal simultaneously. The

額 為 5,000,000 美 元（ 相 當 於 約 人 民 幣

Group agreed with the bank to swap the interest difference between

32,000,000 元）收取利息，同時按固定

fixed rates and floating rates, on the deemed notional principal

利率就該同一名義本金額支付利息。就

amounts on a three-month basis. As at 31 December 2015, the fair

該視作名義本金額按三個月基準計算，

value of the interest rate swaps is estimated to be zero.

本集團與一家銀行協定交換固定利率與 按浮動利率的利息差。於二零一五年 十二月三十一日，利率掉期的公平值估 計為零。

– F-184 –

二零一五年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

28. 附息銀行及其他貸款

28. INTEREST-BEARING BANK AND OTHER LOANS 2015 二零一五年

Current

波動

Bank overdrafts

銀行透支

– secured

– 有抵押

2014 二零一四年

Effective

Effective

interest

interest

rate (%)

rate (%)

實際

實際

利率

Maturity

RMB’000

利率

Maturity

RMB’000

(%)

到期

人民幣千元

(%)

到期

人民幣千元

Hong Kong Interbank Offered Rate (“HIBOR”) +3

HIBOR+3

香港銀行 同業拆息+3 Revolving loans

循環貸款

– secured

– 有抵押

–

–

– 無抵押*

On demand 按要求

HIBOR

HIBOR

+3~3.5

+3.5~4

香港銀行

– Unsecured*

香港銀行 同業拆息+3

3,944

香港銀行

同業拆息

On demand

+3~3.5

按要求

同業拆息

On demand

28,051

+3.5~4

按要求

16,961

3,246

–

–

–

London Interbank Offered Rate (“LIBOR”) +3.25 倫敦銀行 同業拆息

On demand

+3.25

按要求

– F-185 –

171 171

172 172

China Singyes Solar Technologies Holdings Limited Annual Report 2015

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

28. 附息銀行及其他貸款（續）

28. INTEREST-BEARING BANK AND OTHER LOANS (Continued) 2015 二零一五年

Bank loans

銀行貸款

– secured

– 有抵押

2014 二零一四年

Effective

Effective

interest

interest

rate (%)

rate (%)

實際

實際

利率

Maturity

RMB’000

利率

Maturity

RMB’000

(%)

到期

人民幣千元

(%)

到期

人民幣千元

LIBOR+3.4 倫敦銀行

On demand

同業拆息+3.4

按要求

18,046

–

–

–

2016

12,697

–

–

–

LIBOR+3.75 倫敦銀行 同業拆息+3.75 HIBOR+0.95~4

Bank loans

銀行貸款

– unsecured*

– 無抵押*

香港銀行

香港銀行

同業拆息

同業拆息

+0.95~4

2016

30,352

+0.95

2015

959

4.30~7.84

2016

824,700

2.27~7.86

2015

578,967

LIBOR+2.75 倫敦銀行 倫敦銀行

同業拆息

Other loans

其他貸款

– secured

– 有抵押

– secured

#

–有抵押

#

Other loans

其他貸款

– unsecured^

– 無抵押 ^

+2.75

2016

5,309

同業拆息+2.5

2015

144,267

5.35

2016

50,000

6~7.2

2015

55,000

5.04

2016

30,000

5.04~8.3

2015

185,500

9.41

2016

36,770

–

–

–

9.07

2016

1,606

9.07

2015

1,923

1,040,777

– F-186 –

987,521

二零一五年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

28. 附息銀行及其他貸款（續）

28. INTEREST-BEARING BANK AND OTHER LOANS (Continued) 2015 二零一五年

Non-current

非波動

Bank loans

銀行貸款

– secured

– 有抵押

2014 二零一四年

Effective

Effective

interest

interest

rate (%)

rate (%)

實際

實際

利率

Maturity

RMB’000

利率

Maturity

RMB’000

(%)

到期

人民幣千元

(%)

到期

人民幣千元

2016-2020

4,202

HIBOR+0.95 香港銀行 同業拆息+0.95

香港銀行 2017-2020

3,433 同業拆息+0.95

HIBOR+3~4 香港銀行 同業拆息+3~4

2017-2018

211,199

–

–

–

+3.4~3.75

2017-2018

713,993

5.04~6.77

2016

87,000

6.67

2017-2027

307,948

–

–

–

LIBOR+3.4~3.75 倫敦銀行 同業拆息

Other loans – secured

#

5.15

2017-2022

25,200

6.72

2016-2022

29,400

6.60

2017-2029

186,000

7.86

2016-2029

194,000

9.41

2017-2018

78,810

5.04

2016

60,000

9.07

2017-2034

15,323

9.07

2016-2034

17,077

其他貸款 – 有抵押 #

Other loans

其他貸款

– unsecured^

– 無抵押 ^

– F-187 –

1,541,906

391,679

2,582,683

1,379,200

173 173

174 174

China Singyes Solar Technologies Holdings Limited Annual Report 2015

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

28. INTEREST-BEARING BANK AND OTHER LOANS (Continued)

Analysed into: Bank loans repayable:

28. 附息銀行及其他貸款（續）

2015

2014

二零一五年

二零一四年

RMB’000

RMB’000

人民幣千元

人民幣千元

分析為： 須於下列限期償還之銀行貸款：

Within one year

一年內

972,401

800,098

In the second year

第二年

88,472

100,170

In the third to fifth

第三年至第五年 1,017,953

47,578

341,348

166,854

2,420,174

1,114,700

years, inclusive Beyond five years

Other loans repayable:

（包括首尾兩年） 五年以上

於下列限期償還之其他貸款：

Within one year

一年內

68,376

187,423

In the second year

第二年

33,809

61,761

In the third to fifth

第三年至第五年 50,689

4,451

9,635

10,865

162,509

264,500

2,582,683

1,379,200

years, inclusive Beyond five years

（包括首尾兩年） 五年以上

– F-188 –

二零一五年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

28. INTEREST-BEARING BANK AND OTHER LOANS (Continued) *

These bank loans were solely guaranteed by the Company for nil

28. 附息銀行及其他貸款（續） *

該等銀行貸款由本公司單獨無償擔保。

#

年內，湖南興業與一間獨立第三方租

consideration. #

During the year, Hunan Singyes entered into a sale-leaseback arrangement with an independent third party leasing company to

賃公司訂立售後租回安排以銷售及租

sale and leaseback its 37.72MW photovoltaic power station. Based

回其 37.72 兆瓦光伏電站。根據售後

on the substance of the sale-leaseback arrangement, the lease-back

租回安排的實質內容，租回安排為融

arrangement is a finance lease, whereby the lessor provide finance to

資租賃，據此，出租人向湖南興業提

Hunan Singyes, with the photovoltaic power stations as security to the

供融資，以光伏電站作為貸款抵押。

loan. The sale-leaseback principal of the finance lease is RMB125 million

融資租賃售後租回本金為人民幣

and bearing effective interest at a rate of 9.41% per annum. Pursuant

125,000,000 元 及 實 際 利 率 按 年 利 率

to the terms of the sale-leaseback arrangement, Hunan Sinyes paid a

9.41% 計息。根據售後租回安排之條

refundable guarantee deposit of RMB7.8 million, and non-refundable

款，湖南興業按租賃起期支付可退還

consulting fees of RMB5 million at the inception of the lease term and

擔 保 按 金 人 民 幣 7,800,000 元 及 不 可

total RMB3.75 million over the three year lease terms to the lessor. The

退 還 顧 問 費 人 民 幣 5,000,000 元 一 級

loan is repayable on 30 June 2018. At the end of lease term, the lessor is

三 年 租 期 總 計 人 民 幣 3,750,000 元 予

obliged to transfer the ownership of the above assets to Hunan Singyes at

出租人。該貸款應於二零一八年六月 三十日償還。於租期末，出租人須按

a nominal consideration of RMB100.

名義代價人民幣 100 元向湖南興業轉 讓上述資產之擁有權。 ^

On 7 November 2014, Singyes Green Investment (HK) Company

^

於 二 零 一 四 年 十 一 月 七 日， 興 業 綠

Limited (“Singyes Green Investment”) entered into a revenue distribution

色 投 資（ 香 港 ）有 限 公 司（「 興 業 綠 色

agreement regarding 5MW photovoltaic power station (the “Relevant

投資」）與一名對手方就 5 兆瓦光伏電

Asset”), which is one of the assets held by Hunan Singyes, Singyes Green

站（「相關資產」 ，為興業綠色投資的

Investment’s indirectly wholly-owned subsidiary, with a counterparty,

間接全資附屬公司湖南興業持有的資

whereby the counterparty prepaid RMB19,000,000 to Singyes Green

產）訂立一份收入分配協議，據此，

Investment to exchange the right on annual return of the Relevant Asset

該對手方向興業綠色投資預付人民

for each fiscal year (the “Annual Return”) for twenty years. The Annual

幣 19,000,000 元， 以 交 換 相 關 資 產

Return is the electricity annual revenue on the Relevant Asset minus

於二十年期間每個財政年度的年度回

related PRC tax. If in any fiscal year the Annual Return is less than

報（「 年 度 回 報 」 ）之 權 利。 年 度 回 報

RMB2,000,000 (the “Minimum Return”), Singyes Green Investment shall

為相關資產的年度電力收入減去相關

pay the counterparty the Minimum Return. During the year, the annual

中國稅項。如任何財政年度的年度回 報 低 於 人 民 幣 2,000,000 元（「 最 低 回

return of RMB2,171,000 was paid to the counterparty.

報」），則興業綠色投資須向對手方支 付最低回報。年內，年度回報人民幣 2,171,000 元乃支付予對手方。

– F-189 –

175 175

176 176

China Singyes Solar Technologies Holdings Limited Annual Report 2015

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

28. INTEREST-BEARING BANK AND OTHER LOANS (Continued) At 31 December 2015, except for those bank loans with interest rates

28. 附息銀行及其他貸款（續） 於二零一五年十二月三十一日，除利率

linked with the HIBOR and LIBOR which are denominated in HK$ and

與香港銀行同業拆息及倫敦銀行同業

US$, totalling RMB273,035,000, and RMB753,291,000, respectively,

拆息掛鈎的銀行貸款（分別合共人民幣

all bank and other loans are denominated in RMB.

273,035,000 元 及 人 民 幣 753,291,000 元）以港元及美元計值外，所有銀行及 其他貸款均以人民幣計值。

Certain of the Group’s bank and other loans are secured by:

本集團若干銀行及其他貸款由以下各項 抵押：

(a)

mortgages over the Group’s land and buildings, which had an

(a)

本 集 團 土 地 及 樓 宇 的 按 揭， 於

aggregate carrying amount at the end of the reporting period

報告期末賬面值合計約人民幣

of approximately RMB310,073,000 (2014: RMB315,170,000)

310,073,000 元（ 二 零 一 四 年：

(note 13(a));

人 民 幣 315,170,000 元 ） （附註 13(a)）；

(b)

the rights on the annual return of the Relevant Asset with a net

(b)

於報告期末賬面值約人民幣

carrying amount of approximately RMB31,200,000 at the end of

31,200,000 元 的 相 關 資 產 年 度

the reporting period (2014: RMB32,498,000) (note 13(c))

回 報 權（ 二 零 一 四 年： 人 民 幣 32,498,000 元（附註 13(c))；

(c)

(d)

(e)

mortgages over the Group’s photovoltaic power stations, which

(c)

本 集 團 光 伏 電 站 的 按 揭， 於 報

had an aggregate carrying amount at the end of the reporting

告期末賬面值合計約人民幣

period of approximately RMB1,150,558,000 (2014: Nil) (note

1,150,558,000 元（ 二 零 一 四 年：

13 (d));

零） （附註 13(d)）；

mortgages over the Group’s prepaid land lease payments, which

(d)

本集團預付土地租賃款項的按

had a carrying amount at the end of the reporting period of

揭，於報告期末賬面值約人民幣

approximately RMB89,569,000 (2014: RMB91,555,000) (note

89,569,000 元（二零一四年：人民

14);

幣 91,555,000 元） （附註 14）；

the pledge of certain of the Group’s time deposits amounted to

(e)

本集團質押的若干定期存款金 額 為 人 民 幣 20,000,000 元（ 二 零

RMB20,000,000 (2014: RMB20,000,000) (note 24);

一 四 年： 人 民 幣 20,000,000 元 ） （附註 24）。 (f)

the pledge of certain of the Group’s trade receivables

(f)

本集團質押的應收貿易款項約人 民幣597,000元（二零一四年：無）

approximately RMB597,000 (2014: Nil) (note 22);

（附註 22）； (g)

the pledge of certain of the Group’s tariff adjustment receivables approximately RMB89,396,000 (2014: Nil) (note 23); and

(g)

本集團質押的電價補貼應收款 項 約 人 民 幣 89,396,000 元（ 二 零 一四年：無） （附註 23）；及

– F-190 –

二零一五年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

28. INTEREST-BEARING BANK AND OTHER LOANS (Continued) (h)

the pledge of equity interests in the following subsidiaries within the Group:

28. 附息銀行及其他貸款（續） (h)

本集團內以下附屬公司的股權質 押：

i.

92% equity interests in Xinjiang Singyes Renewable Energy Technology Co., Ltd.;

i.

新疆興業新能源有限公司的 92% 股權；

ii.

92% equity interests in Wuwei Dongrun Solar Energy Development Co., Ltd.;

ii.

武威東潤太陽能開發有限公 司的 92% 股權；

In addition, the Company’s directors have guaranteed certain of the Group’s bank and other loans for nil consideration, details of which are as follows (note 41):

此外，本公司董事就本集團若干銀行及 其他貸款無償提供擔保，詳情如下（附 註 41）：

(i)

the Company’s director, Mr. Liu Hongwei, has guaranteed the Group’s bank and other loans of RMB173,000,000 (2014: RMB468,000,000);

(i)

本公司董事劉紅維先生擔保本 集團銀行及其他貸款人民幣 173,000,000 元（二零一四年：人 民幣 468,000,000 元）；

(j)

the Company’s directors, Messrs. Liu Hongwei and Sun Jinli, have jointly guaranteed the Group’s bank and other loans of RMB118,000,000 (2014: RMB240,000,000);

(j)

本公司董事劉紅維先生及孫金禮 先生共同擔保本集團銀行及其他 貸 款 人 民 幣 118,000,000 元（ 二 零 一 四 年： 人 民 幣 240,000,000 元）；

(k)

the Company’s directors, Messrs. Liu Hongwei and Xie Wen, have jointly guaranteed the Group’s bank loans of RMB153,500,000 (2014: RMB72,500,000);

(k)

本公司董事劉紅維先生及謝文先 生共同擔保本集團銀行貸款人民 幣 153,500,000 元（ 二 零 一 四 年： 人民幣 72,500,000 元）；

(l)

the Company’s directors, Messrs. Liu Hongwei, Sun Jinli and Xie Wen, has guaranteed the Group’s bank loans of RMB100,000,000 (2014: Nil);

(l)

本公司董事劉紅維先生、孫金禮 先生及謝文先生擔保本集團銀行 貸款人民幣 100,000,000 元（二零 一四年：零）；

(m)

the Company’s directors, Mr. Liu Hongwei and his spouse, Ms. Li Wei, Mr. Sun Jinli and his spouse, Ms. Wang Yanfang, have jointly guaranteed the Group’s bank loans of RMB100,000,000 (2014: Nil); and

(m)

本公司董事劉紅維先生及其配偶 李薇女士以及孫金禮先生及其配 偶王豔芳女士共同擔保本集團銀 行貸款人民幣 100,000,000 元（二 零一四年：無）；及

(n)

the Company’s directors, Messrs. Liu Hongwei and Sun Jinli, have jointly guaranteed the Group’s bank loans of HK$113,705,000 (2014: HK$28,041,000).

(n)

本公司董事劉紅維先生及孫金禮 先生共同擔保本集團銀行貸款 113,705,000 港 元（ 二 零 一 四 年： 28,041,000 港元）。

– F-191 –

177 177

178 178

China Singyes Solar Technologies Holdings Limited Annual Report 2015

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

29. 可換股債券

29. CONVERTIBLE BONDS

Convertible bonds, liability component: Fair value of embedded derivatives

2015

2014

二零一五年

二零一四年

Notes

RMB’000

RMB’000

附註

人民幣千元

人民幣千元

(a)

634,017

589,131

(b)

63,552

227,138

697,569

816,269

可換股債券 負債部分： 嵌入式衍生工具的 公平值

On 8 August 2014, the Company issued 930 units of 5% convertible

於二零一四年八月八日，本公司發行於

bonds in the denomination of RMB1,000,000 each due 8 August

二零一九年八月八日到期面值為人民幣

2019 (the “2019 Convertible Bonds”) with a nominal value of

930,000,000 元 的 930 份 每 份 面 值 人 民

RMB930,000,000. The Company repurchased 6 units of these

幣 1,000,000 元 5% 可 換 股 債 券（「 二 零

convertible bonds during the year.

一九年可換股債券」 ）。年內，本公司已 購回 6 份該等可換股債券。

The salient terms and conditions of the 2019 Convertible Bonds are as

二零一九年可換股債券的主要條款及條

follows:

件如下：

(i)

(i)

Interest rate

利率

The Company shall pay an interest on the 2019 Convertible

本公司須按每年 5.0% 的利率就二

Bonds at 5.0% per annum.

零一九年可換股債券支付利息。

– F-192 –

二零一五年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

29. 可換股債券（續）

29. CONVERTIBLE BONDS (Continued) (ii)

Conversion price

(ii)

轉換價

The 2019 Convertible Bonds will be convertible into the

二零一九年可換股債券將可按初

Company’s ordinary shares at the initial conversion price

始轉換價每股 16.11 港元（可予調

of HK$16.11 per share, subject to adjustments. Amongst

整）轉換為本公司普通股。轉換

others, consolidation, subdivision or reclassification of shares,

價須於（其中包括）股份合併、拆

capitalisation of profits or reserves, capital distribution, rights

細或重新分類、溢利或儲備資本

issues of shares or options over shares, rights issues of other

化、資本分派、供股或就股份創

securities, issues at less than the current market price, other

設購股權、發行其他證券、按低

issues at less than the current market price, modification of

於當前市價發行、低於當前市價

rights of conversion etc., other offers to shareholders, change of

的其他發行、修訂轉換權、向股

control and other usual adjustment events. The conversion price

東進行其他發售、控制權變動及

may not be reduced so that the conversion shares would fall to

其他慣常調整事件時進行調整。

be issued at a discount to their par value.

轉換價不得削減至低令轉換股份 以較面值折讓的價格發行。

(iii) 到期時間

(iii) Maturity Unless previously redeemed, converted, or purchased and

除非已於之前贖回、轉換或購買

cancelled, the Company will redeem each of the 2019

及 註 銷， 否 則 本 公 司 將 於 二 零

Convertible Bonds at the US Dollar equivalent of the RMB

一九年八月八日按照人民幣本金

principal amount on 8 August 2019.

額的等值美元贖回每份二零一九 年可換股債券。

– F-193 –

179 179

180 180

China Singyes Solar Technologies Holdings Limited Annual Report 2015

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

29. CONVERTIBLE BONDS (Continued) (iv) Redemption at the option of the Company

29. 可換股債券（續） (iv) 本公司選擇贖回

The Company may:

本公司可：

(1)

(1)

Upon giving not less than 30 nor more than 60 days’

於二零一七年八月八日後但

notice to the bondholders, at any time after 8 August 2017

不遲於到期日前 14 日任何

but not less than 14 days prior to the maturity date redeem

時間，向債券持有人發出不

the bonds in whole but not in part at a redemption price

少於 30 日但不超過 60 日的

at the US Dollar equivalent of the RMB principal amount

通知，按人民幣本金額的等

plus accrued and unpaid interest to such date; provided

值美元加上截至該日應計未

that no such redemption may be made unless the closing

付利息的贖回價，贖回全部

price of the shares (translated into RMB at the RMB:HK$

但非部分債券；惟除非截至

fixed rate as set out in the terms and conditions of the

屬發出贖回通知當日前三個

2019 convertible bonds) for 20 out of 30 consecutive

聯交所營業日之日止連續

trading days ending on a date which is no more than

30 個交易日中 20 日的股份

three stock exchange business days immediately prior to

收市價（按二零一九年可換

the date upon which notice of such redemption is given,

股債券條款及條件所載人民

was at least 130% of the conversion price then in effect

幣兌港元的固定匯率換算為

(translated into RMB at the RMB:HK$ fixed rate as set

人民幣）至少為當時實際轉

out in the terms and conditions of the 2019 convertible

換價（按二零一九年可換股

bonds); or

債券條款及條件所載固定人 民幣兌港元的匯率換算為人 民 幣 ）的 130%， 否 則 不 得 進行贖回；或

(2)

Upon giving not less than 30 nor more than 90 days’

(2)

向債券持有人及受託人發出

notice to the bondholders and the Trustee (which notice

不少於 30 日但不超過 90 日

will be irrevocable), the Company may at any time redeem

的通知（該通知不得撤回）

all, but not some only, of the bonds for the time being

後，本公司可按人民幣本金

outstanding at the US Dollar equivalent of the RMB

額的等值美元加上截至該日

principal amount plus accrued and unpaid interest to

應計未付的利息，隨時贖回

such date provided that prior to the date of such notice

全部（但非僅部分）當時未

at least 90%. in RMB principal amount of the bonds

償還債券，惟於該通知日期

originally issued have already been converted, redeemed

前原發行債券的人民幣本金

or purchased and cancelled.

額 至 少 90% 須 已 轉 換、 贖 回或購買及註銷。

– F-194 –

二零一五年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

29. 可換股債券（續）

29. CONVERTIBLE BONDS (Continued) (v)

Redemption at the option of the holders

(v)

持有人選擇贖回

The Company will, at the option of the holder of any 2019

本公司將按任何二零一九年可換

Convertible Bonds, redeem all or some only of such holder’s

股 債 券 持 有 人 的 選 擇， 於 二 零

2019 Convertible Bonds on 8 August 2017 at the US Dollar

一七年八月八日按人民幣本金額

equivalent of the RMB principal amount.

的等值美元贖回該持有人的全部 或僅部分二零一九年可換股債券。

(vi) Redemption of delisting or change of control

(vi) 除牌或控制權變動時贖回

Following the occurrence of a change of control (means when

本公司發生控制權變動（指劉紅

Mr. Liu Hongwei ceases for any reason to be the majority

維先生因任何原因不再為本公司

shareholder of the Company or any other events lead to the

主要股東或導致本公司擁有權架

significant change of the ownership structure of the Company,

構出現重大變動的任何其他事件）

“Change of Control”) or delisting of the Company (including

（「控制權變動」 ）或除牌（包括股份

suspension of trading of the Shares on the stock exchange for a

於證券交易所暫停買賣達等於或

period equal to or more than 20 consecutive trading days) (the

超過連續 20 個交易日） （「相關事

“Relevant Event”), the holder will have the right to require the

件」）後，持有人將有權要求本公

Company to redeem all, or but not some only, of such holder’s

司按人民幣本金額的等值美元加

2019 Convertible Bonds at the US Dollar equivalent of the RMB

上截至指定贖回日期的應計未付

principal amount plus accrued and unpaid interest to the date

利息，贖回該持有人的全部（但非

fixed for redemption.

部分）二零一九年可換股債券。

The fair value of the 2019 Convertible Bonds was determined by an

二零一九年可換股債券的公平值乃由獨

independent qualified valuer based on the binomial option pricing

立合資格估值師根據二項式期權定價模

model. The carrying amount of the liability component on initial

型釐定。初始確認時負債部分的賬面值

recognition was measured at the proceeds of the 2019 Convertible

乃按二零一九年可換股債券的所得款項

Bonds (net of transaction cost) minus the fair value of the embedded

（扣除交易成本）減去二零一九年可換股 債券的嵌入式衍生工具的公平值計量。

derivatives of the 2019 Convertible Bonds.

– F-195 –

181 181

182 182

China Singyes Solar Technologies Holdings Limited Annual Report 2015

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

29. CONVERTIBLE BONDS (Continued) (a)

Liability component

Liability component as at 1 January 2015 (2014: 8 August 2014) Effective interest recognised

29. 可換股債券（續） (a)

八月八日）的負債部分

購回債券

As at 31 December

於十二月三十一日

RMB’000 人民幣千元

589,131

569,842

100,610

37,762

(50,427) (5,297)

634,017

(b)

Conversion rights

(18,473) –

589,131

轉換權 2015

2014

二零一五年

二零一四年

RMB’000

RMB’000

人民幣千元

人民幣千元

227,138

342,857

(163,586)

(115,719)

轉換權於二零一五年一月一日 （二零一四年：二零一四年

(2014: 8 August 2014)

八月八日）的公平值

Less: fair value changes of

減：轉換權公平值變動

conversion rights

Fair value of conversion

RMB’000 人民幣千元

年內確認的實際利息（附註 6）

Interest payable during the year 年內應付利息

as at 1 January 2015

2014 二零一四年

（二零一四年：二零一四年

Repurchase of bonds

Fair value of conversion rights

2015 二零一五年

於二零一五年一月一日

for the year (note 6)

(b)

負債部分

轉換權於十二月三十一日的公平值

rights at 31 December

63,552

– F-196 –

227,138

二零一五年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

29. 可換股債券（續）

29. CONVERTIBLE BONDS (Continued) (b)

Conversion rights (Continued)

(b)

轉換權（續）

The fair value change in the conversion rights for the year

截至二零一五年十二月三十一日

ended 31 December 2015 is RMB163,586,000 (2014:

止年度轉換權的公平值變動為人

RMB115,719,000), which is recognised in profit or loss and

民 幣 163,586,000 元（ 二 零 一 四

disclosed separately. The related interest expense of the liability

年：人民幣 115,719,000 元），該

component of the 2019 Convertible Bonds for the year ended

金額於損益中確認及獨立披露。

31 December 2015 amounted to RMB100,610,000 (2014:

二零一九年可換股債券負債部分

RMB37,762,000), which is calculated using the effective interest

於截至二零一五年十二月三十一

method with an effective interest rate of 17.79%.

日止年度的相關利息開支為人民 幣 100,610,000 元（ 二 零 一 四 年： 人 民 幣 37,762,000 元 ）， 該 金 額 乃使用實際利率法以實際利率 17.79% 計算。

30. 優先票據

30. SENIOR NOTES

2015

2014

二零一五年

二零一四年

Notes

RMB’000

RMB’000

附註

人民幣千元

人民幣千元

2017 Senior Notes

二零一七年優先票據

(a)

548,200

542,822

2018 Senior Notes

二零一八年優先票據

(b)

198,492

–

746,692

542,822

(a)

2017 Senior Notes

(a)

二零一七年優先票據

On 21 November 2014, the Company issued 7.875% senior

於二零一四年十一月二十一日，

notes with an aggregate nominal value of RMB560,000,000

本公司按面值發行總面值人民幣

(the “2017 Senior Notes”) at face value. The net proceeds,

560,000,000 元 的 7.875% 優 先 票

after deducting the issuance costs, amounted to approximately

據（「二零一七年優先票據」 ）。扣

RMB542,327,000. The 2017 Senior Notes mature on 21

除相關發行成本後，所得款項淨

November 2017 and have been listed on the HKSE (stock code:

額 為 約 人 民 幣 542,327,000 元。

85704).

二零一七年優先票據將於二零 一七年十一月二十一日到期，已 於 香 港 聯 交 所 上 市（ 證 券 代 號： 85704）。

– F-197 –

183 183

184 184

China Singyes Solar Technologies Holdings Limited Annual Report 2015

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

30. 優先票據（續）

30. SENIOR NOTES (Continued) (a)

2017 Senior Notes (Continued)

(a)

二零一七年優先票據（續）

The major terms and conditions of the 2017 Senior Notes are as

二零一七年優先票據的主要條款

follows:

及條件如下：

(i)

(i)

Redemption at the option of the Company Upon giving not less than 30 nor more than 60 days’

本公司選擇贖回 本公司可於向持有人發出不

notice to the holders, at any time, the Company may at its

少於 30 日及不超過 60 日的

option to redeem the notes at a redemption price equal

通知後，隨時選擇按等於本

to 100% of the principal amount plus the applicable

金額 100% 加上截至贖回日

premium as of, and accrued and unpaid interest, if any,

期適用溢價及截至該日（但

to (but not including) the redemption date. The applicable

不包括該日）應計未付利息

premium is the greater of (1) 1.0% of the principal amount

的贖回價贖回票據。適用溢

and (2) the excess of (A) the present value at such

價為以下各項中的較高者：

redemption date of 100% of the principal amount, plus

(1) 本 金 額 的 1.0%； 及 (2)

all required remaining scheduled interest payments due

(A)100% 本金額於該贖回日

on the 2017 Senior Notes through the maturity date (but

期的現值，加上二零一七年

excluding accrued and unpaid interest to the redemption

優先票據於到期日前按計劃

date), computed using a discount rate equal to 2%, over

需要支付的所有到期利息

(B) the principal amount on the redemption date.

（但不包括於贖回日期應計 未付利息） （按等於 2% 的貼 現 率 計 算 ）超 出 (B) 贖 回 日 期本金額的部分。

Upon giving not less than 30 days’ nor more than 60

本公司可於向持有人發出不

days’ notice to the holder, at any time, the Company may

少於 30 日及不超過 60 日的

at its option redeem up to 35% of the aggregate principal

通 知 後， 選 擇 按 等 於 二 零

amount of the 2017 Senior Notes with the net cash

一七年優先票據的本金額的

proceeds of one or more sales of common stock of the

107.875% 加上截至贖回日

Company in one or more equity offerings at a redemption

期（但不包括該日）的應計

price of 107.875% of the principal amount of the 2017

未付利息（如有）之贖回價，

Senior Notes, plus accrued and unpaid interest, if any, to

以一次或多次股權發售中一

(but not including) the redemption date; provided that at

次或多次出售本公司普通股

least 65% of the aggregate principal amount of the Senior

的所得款項現金淨額，贖回

Notes remains outstanding after each such redemption

二零一七年優先票據本金總

and any such redemption takes place within 60 days after

額 的 最 多 35%； 惟 於 每 次

the closing of the related equity offering.

贖回後優先票據本金總額須 至 少 有 65% 仍 未 償 還， 且 任何相關贖回必須於相關股

– F-198 –

權發售完成後60日內進行。

二零一五年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

30. SENIOR NOTES (Continued) (a)

30. 優先票據（續）

2017 Senior Notes (Continued) (ii)

(a)

Repurchase of the 2017 Senior Notes upon a Change of

二零一七年優先票據（續） (ii)

控制權變動時購回二零一七

Control

年優先票據

Not later than 30 days following a Change of Control, the

本公司將於控制權變動後

Company will make an offer to purchase all outstanding

30 日前提出要約（「控制權

2017 Senior Notes (“Change of Control Offer”) at a

變動要約」 ），按等於本金額

purchase price equal to 101% of the principal amount

101% 加上截至控制權變動

thereof plus accrued and unpaid interest, if any, to (but

要約付款日期（不包括該日）

not including) the 2017 Senior Notes Change of Control

應計未付利息（如有）的購

Offer payment date.

買價，購買所有未償還二零 一七年優先票據。

As the estimated fair value of the early redemption right is

由於提早贖回權於初始確認時的

insignificant at initial recognition, the embedded derivative

公平值估計不高，故嵌入式衍生

is not separately accounted for. The effective interest rate is

工具並無單獨入賬。經就交易成

approximately 9.33% per annum after the adjustment for

本作出調整後，實際利率約為每

transaction costs.

年 9.33%。

– F-199 –

185 185

186 186

China Singyes Solar Technologies Holdings Limited Annual Report 2015

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

30. 優先票據（續）

30. SENIOR NOTES (Continued) (a)

2017 Senior Notes (Continued)

(a)

二零一七年優先票據（續）

The 2017 Senior Notes recognised in the consolidated statement

於綜合財務狀況表中確認的二零

of financial position are calculated as follows:

一七年優先票據按以下方式計 算： 2017 Senior Notes 二零一七年優先票據 RMB’000

Nominal value of 2017 Senior Notes

二零一七年優先票據面值

560,000

Issue costs

發行成本

(17,673)

Fair value at date of issuance

發行日期的公平值

542,327

Effective interest recognised for the year

年內確認的實際利息（附註 6）

(note 6)

5,328

Interest payable

應付利息

Carrying amount at 31 December 2014

於二零一四年十二月三十一日及

and at 1 January 2015

Effective interest recognised for the year

(4,833)

於二零一五年一月一日之賬面值

542,822

年內確認的實際利息（附註 6）

(note 6)

*

49,478

Interest payable

應付利息

(44,100)

Carrying amount at 31 December 2015

於二零一五年十二月三十一日之賬面值

548,200

Fair value of the 2017 Senior Notes*

二零一七年優先票據的公平值 *

525,694

The fair values of the 2017 Senior Notes are determined based on the price quoted on the HKSE on 31 December 2015.

*

二零一七年優先票據的公平值 乃基於香港聯交所於二零一五 年十二月三十一日的報價釐定。

– F-200 –

二零一五年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

30. 優先票據（續）

30. SENIOR NOTES (Continued) (b)

2018 Senior Notes

(b)

二零一八年優先票據

On 30 January 2015, the Company issued 7.75% senior notes

於二零一五年一月三十日，本公

with an aggregate nominal value of HK$250,000,000 (equivalent

司按面值發行於二零一八年二月

to approximately RMB197,150,000) at face value, which will

到 期 本 金 總 額 為 250,000,000 港

mature in February 2018 (the “2018 Senior Notes”). The 2018

元（相當於約人民幣 197,150,000

Senior Notes will only be offered outside the United States in

元）的 7.75% 優先票據（「二零一八

compliance with Regulation S under the United States Securities

年優先票據」）。二零一八年優先

Act of 1933, as amended. None of the 2018 Senior Notes will be

票據將僅遵照一九三三年美國證

offered to the public in Hong Kong and none of the 2018 Senior

券法下 S 規例（經修訂）於美國境

Notes will be placed to any connected persons of the Company.

外發售。二零一八年優先票據概

The net proceeds, after deducting the issuance costs, amounted

不會向香港公眾人士發售，且二

to approximately RMB182,492,000.

零一八年優先票據概不會向本公 司關連人士配售。扣除相關發行 成本後，所得款項淨額為約人民 幣 182,492,000 元。

The major terms and conditions of the 2018 Senior Notes are as

二零一八年優先票據的主要條款

follows:

及條件如下：

(i)

(i)

Redemption at the option of the Company

本公司選擇贖回

Upon giving not less than 30 days’ nor more than 60 days’

本公司可於向持有人發出不

notice to the holder, at any time, the Company may at

少於 30 日及不超過 60 日的

its option redeem the notes at a redemption price equal

通知後，隨時選擇按等於本

to 100% of the principal amount plus the applicable

金額 100% 加上截至贖回日

premium as of, and accrued and unpaid interest, if any,

期適用溢價及截至該日（但

to (but not including) the redemption date. The applicable

不包括該日）應計未付利息

premium is the greater of (1) 1.0% of the principal amount

的贖回價贖回票據。適用溢

and (2) the excess of (A) the present value at such

價為以下各項中的較高者：

redemption date of 100% of the principal amount, plus

(1) 本 金 額 的 1.0%； 及 (2)

all required remaining scheduled interest payments due

(A)100% 本金額於該贖回日

on the 2018 Senior Notes through the maturity date (but

期的現值，加上二零一八年

excluding accrued and unpaid interest to the redemption

優先票據於到期日前按計劃

date), computed using a discount rate equal to 2%, over (B) the principal amount on the redemption date.

需要支付的所有到期利息 （但不包括於贖回日期應計 未付利息） （按等於 2% 的貼 現 率 計 算 ）超 出 (B) 贖 回 日 期本金額的部分。

– F-201 –

187 187

188 188

China Singyes Solar Technologies Holdings Limited Annual Report 2015

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

30. 優先票據（續）

30. SENIOR NOTES (Continued) (b)

2018 Senior Notes (Continued) (i)

(b)

Redemption at the option of the Company (Continued)

二零一八年優先票據（續） (i)

本公司選擇贖回（續）

Upon giving not less than 30 days’ nor more than 60

本公司可於向持有人發出不

days’ notice to the holder, at any time, the Company may

少於 30 日及不超過 60 日的

at its option redeem up to 35% of the aggregate principal

通 知 後， 選 擇 按 等 於 二 零

amount of the 2018 Senior Notes with the net cash

一八年優先票據的本金額的

proceeds of one or more sales of common stock of the

107.75% 加 上 截 至 贖 回 日

Company in one or more equity offerings at a redemption

期（但不包括該日）的應計

price of 107.75% of the principal amount of the 2018

未付利息（如有）之贖回價，

Senior Notes, plus accrued and unpaid interest, if any, to

以一次或多次股權發售中一

(but not including) the redemption date; provided that at

次或多次出售本公司普通股

least 65% of the aggregate principal amount of the Notes

的所得款項現金淨額，贖回

remains outstanding after each such redemption and

二零一八年優先票據本金總

any such redemption takes place within 60 days after the

額 的 最 多 35%； 惟 於 每 次

closing of the related equity offering.

贖回後優先票據本金總額須 至 少 有 65% 仍 未 償 還， 且 任何相關贖回必須於相關股 權發售完成後60日內進行。

(ii)

Repurchase of the 2018 Senior Notes upon a Change of

(ii)

控制權變動時購回二零一八

Control

年優先票據

Not later than 30 days following a Change of Control, the

本公司將於控制權變動後

Company will make an offer to purchase all outstanding

30 日 前 提 出 要 約（「 二 零

2018 Senior Notes (“2018 Senior Notes Change of Control

一八年優先票據控制權變

Offer”) at a purchase price equal to 101% of the principal

動 要 約 」）， 按 等 於 本 金 額

amount thereof plus accrued and unpaid interest, if any,

101% 加上截至控制權變動

to (but not including) the 2018 Senior Notes Change of

要約付款日期（不包括該日）

Control Offer payment date.

應計未付利息（如有）的購 買價，購買所有未償還二零 一八年優先票據。

As the estimated fair value of the early redemption right is

由於提早贖回權於初始確認時的

insignificant at initial recognition, the embedded derivative

公平值估計不高，故嵌入式衍生

is not separately accounted for. The effective interest rate is

工具並無單獨入賬。經就交易成

approximately 11.06% per annum after the adjustment for

本作出調整後，實際利率約為每

transaction costs.

年 11.06%。

– F-202 –

二零一五年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

30. 優先票據（續）

30. SENIOR NOTES (Continued) (b)

2018 Senior Notes (Continued)

(b)

二零一八年優先票據（續）

The 2018 Senior Notes recognised in the consolidated statement

於綜合財務狀況表中確認的二零

of financial position are calculated as follows:

一八年優先票據按以下方式計 算： 2018 Senior Notes 二零一八年優先票據 RMB’000 人民幣千元

Nominal value of

二零一八年優先票據面值

2018 Senior Notes

197,150

Issue costs

發行成本

(14,658)

Fair value at date of issuance

發行日期的公平值

182,492

Effective interest recognised

年內確認的實際利息（附註 6）

for the year (note 6)

17,807

Interest payable during the year 年內應付利息 Exchange realignment

匯兌調整

Carrying amount at

於二零一五年十二月三十一日之

31 December 2015

Fair value of the 2018

(13,860) 12,053

賬面值

198,492

二零一八年優先票據的公平值

Senior Notes *

*

215,815

The fair values of the 2018 Senior Notes have been calculated

*

二零一八年優先票據的公平值通過將

by discounting the contractual cash flows over the remaining

合約現金流量按無風險利率加信貸息

contractual term of the 2018 Senior Notes at the risk-free interest

差及流動性息差於二零一八年優先票

rate plus credit spread and liquidity spread.

據的剩餘合約期限內折現計算。

– F-203 –

189 189

190 190

China Singyes Solar Technologies Holdings Limited Annual Report 2015

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

31. 遞延稅項

31. DEFERRED TAX The movements of deferred tax assets and liabilities during the year

遞延稅項資產與負債於年內的變動如

are as follows:

下：

Deferred tax assets

遞延稅項資產 Discount in retention Government

At 1 January 2014

於二零一四年一月一日

Deferred tax credited/

年內計入╱（扣除自）

(charged) to profit or loss

at 1 January 2015 Deferred tax credited/ (charged) to profit or loss

grants

應收

Others

Total

政府補助

質保金折扣

其他

總計

RMB’000

RMB’000

RMB’000

RMB’000

RMB’000

人民幣千元

人民幣千元

人民幣千元

人民幣千元

–

19,389

2,109

–

21,498

6,070

(707)

3,657

1,990

11,010

6,070

18,682

5,766

1,990

32,508

(3,734)

4,924

(3,423)

3,832

1,599

2,336

23,606

2,343

5,822

34,107

損益的遞延稅項（附註 10）

於二零一四年十二月三十一日及 於二零一五年一月一日 年內計入╱（扣除自） 損益的遞延稅項（附註 10）

during the year (note 10)

At 31 December 2015

Tax loss 稅項虧損 人民幣千元

during the year (note 10)

At 31 December 2014 and

receivables

於二零一五年十二月三十一日

The Group has total tax losses arising in Malaysia, Singapore and Hong

本集團於馬來西亞、新加坡及香港產生

Kong of RMB88,208,000 (2014: RMB54,636,000) that are available

稅項虧損總額人民幣 88,208,000 元（二

indefinitely for offsetting against future taxable profits of the companies

零一四年：人民幣 54,636,000 元）可無

in which the losses arose. The Group also has tax losses arising in

限期用以抵銷產生虧損公司的日後應課

Mainland China of RMB46,603,000 (2014: RMB31,020,000) that will

稅溢利。本集團亦於中國大陸產生稅項

expire in one to five years for offsetting against future taxable profits

虧損人民幣46,603,000元（二零一四年：

of the companies in which the losses arose. Deferred tax assets have

人民幣 31,020,000 元）將於一至五年期

not been recognised in respect of these tax losses as they have arisen

屆滿以供抵銷產生虧損公司的日後應課

in subsidiaries that have been loss making and it is not considered

稅溢利。就該等稅項虧損並無確認遞延

probable that taxable profits will be available against which the tax

稅項資產因其於一直虧損的附屬公司產

losses can be utilised.

生，且認為為應課稅溢利可以抵銷有關 稅項虧損之機會不大。

– F-204 –

二零一五年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

31. 遞延稅項（續）

31. DEFERRED TAX (Continued)

遞延稅項負債

Deferred tax liabilities

Withholding taxes 預扣稅 人民幣千元 RMB’000

At 1 January 2015 and 31 December 2015

於二零一五年一月一日及 二零一五年十二月三十一日

86,860

Under the CIT Law of the PRC, withholding tax is imposed on dividends

根據中國企業所得稅法，由二零零八年

declared in respect of profits earned by PRC subsidiaries from

一月一日起，就中國附屬公司所賺取的

1 January 2008 onwards. Deferred taxation has not been provided

溢利宣派股息須繳納預扣稅。由於本集

for in the consolidated statement of financial position in respect of

團可控制撥回暫時差額的時機，且暫時

temporary differences attributable to the profits of the PRC subsidiaries

差額可能在短期內不會撥回，故並無就

during the year, as the Group is able to control the timing of the

年內產生自中國附屬公司溢利的暫時差

reversal of the temporary differences and it is probable that the

額在綜合財務狀況表內計提遞延稅項。

temporary differences will not reverse in the foreseeable future. The

於二零一五年十二月三十一日，與投資

aggregate amount of temporary differences associated with investments

位於中國的附屬公司有關的暫時差額

in subsidiaries in Mainland China for which deferred tax liabilities have

（並無就此確認遞延稅項負債）合共約為

not been recognised totalled approximately RMB848,182,000 as at

人民幣 848,182,000 元（二零一四年：人

31 December 2015 (2014: RMB512,992,000).

民幣 512,992,000 元）。

There are no income tax consequences attaching to the payment of

本公司向其股東派付股息時不會附帶任

dividends by the Company to its shareholders.

何所得稅影響。

– F-205 –

191 191

192 192

China Singyes Solar Technologies Holdings Limited Annual Report 2015

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

32. 遞延收益

32. DEFERRED INCOME

Government grants

政府補助

At 1 January

於一月一日

Government grants related to assets

年內收取與資產相關的

received during the year Released to profit or loss (note 5): Over the expected useful lives

政府補助

2014 二零一四年

RMB’000

RMB’000

人民幣千元

人民幣千元

439,273

555,044

175,724

39,914

撥回至損益（附註 5）： 按相關資產預期可使用年期

of the related assets Upon disposal of the related assets 出售相關資產時 At 31 December

2015 二零一五年

於十二月三十一日

(32,985)

(24,459)

(44,205)

(131,226)

537,807

439,273

Deferred income represented government grants received by the Group

遞延收益指本集團年內有關「金太陽示

in respect of the construction of roof top solar power stations under the

範工程」下建設的屋頂太陽能電站，以

“Golden Sun Demonstration Project”, and other items of property, plant

及其他物業、廠房及設備項目而收到的

and equipment.

政府補助。

The deferred income is released to profit or loss at the annual

遞延收益按年分期撥回至損益，以配合

instalment to match with the expected useful lives of the relevant

相關資產的預期可使用年期。

assets.

– F-206 –

二零一五年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

33. 股本

33. SHARE CAPITAL

股份

Shares

Authorised: 1,200,000,000 ordinary shares of US$0.01 each

Issued and fully paid:

2015

2014

二零一五年

二零一四年

US$’000

US$’000

千美元

千美元

12,000

12,000

6,951

6,954

46,443

46,466

法定： 1,200,000,000 股 每股面值 0.01 美元的普通股 已發行及已繳足：

695,060,996 (2014: 695,395,996) 695,060,996 股（二零一四年： ordinary shares of US$0.01 each

695,395,996 股）每股面值 0.01 美元的普通股

Equivalent to RMB’000

折合人民幣千元

於本年度，已發行股本變動如下：

During the year, the movements in issued capital were as follows:

At 1 January 2014

於二零一四年一月一日

Share options exercised

已行使購股權

At 31 December 2014 and

於二零一四年十二月三十一日

1 January 2015

Number of

Issued

shares in issue

capital

已發行股份數目

已發行股本

Notes

RMB’000

附註

人民幣千元

及二零一五年一月一日

691,824,996

46,247

3,571,000

219

695,395,996

46,466

Shares repurchased

購回股份

(a)

(1,369,000)

(87)

Share options exercised

已行使購股權

(b)

1,034,000

64

At 31 December 2015

於二零一五年十二月三十一日

695,060,996

46,443

– F-207 –

193 193

194 194

China Singyes Solar Technologies Holdings Limited Annual Report 2015

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

33. 股本（續）

33. SHARE CAPITAL (Continued)

附註：

Notes: (a)

During the year, the Company repurchased totally 1,369,000 of its own

(a)

年內，本集團於香港聯交所按介乎每

ordinary shares on the HKSE within prices ranging from HK$4.33 to

股 4.33 港元至 4.45 港元之價格購回合

HK$4.45 per share, all of which were cancelled during the year. The

共 1,369,000 股 其 本 身 之 普 通 股， 所

issued capital of the cancelled shares was reduced by the par value and

有該等股份已於年內註銷。已註銷股

the premium paid thereon has been charged to share premium of the

份之已發行股本按面值削減及就此支

Company accordingly.

付之溢價已相應計入本公司之股份溢 價。

(b)

The subscription rights attaching to 384,000 share options were

(b)

384,000 份 購 股 權 所 附 帶 之 認 購 權

exercised at the subscription price of HK$3.58 per share and 650,000

已 按 認 購 價 每 股 3.58 港 元 獲 行 使 及

share options were exercised at the subscription price of HK$2.78 per

650,000 份購股權所附帶之認購權已

share, respectively, resulting in the issue of 1,034,000 shares for a total

按認購價每股 2.78 港元獲行使，導致

cash consideration, before expenses, of HK$3,181,720 (equivalent

以總現金代價（未計開支前）3,181,720

to approximately RMB2,532,000). An amount of RMB2,468,000 was

港元（相當於約人民幣 2,532,000 元）

transferred from the share option reserve to share capital upon the

發 行 1,034,000 股 股 份。 購 股 權 獲 行

exercise of the share options.

使 後， 金 額 人 民 幣 2,468,000 元 由 購 股權儲備轉為股本。

34. 購股權計劃

34. SHARE OPTION SCHEME The Company adopted a share option scheme (the “Scheme”) for the

本公司設立購股權計劃（「該計劃」）是為

purpose of providing incentives and rewards to eligible participants

了向對本集團的成功經營做出貢獻的合

who contribute to the success of the Group’s operations. Eligible

格參與者提供鼓勵和獎勵。該計劃的合

participants of the Scheme include directors and employees of the

資格參與者包括董事及本集團僱員。該

Group. The Scheme was approved by the Company’s shareholders on

計劃於二零零八年十二月十九日獲本公

19 December 2008 and, unless otherwise cancelled or amended, will

司股東批准，除非被註銷或修訂，否則

remain in force for 10 years from that date.

該計劃從該日起保持十年的效力。

The maximum number of unexercised share options currently

現時允許根據該計劃授出的未行使購股

permitted to be granted under the Scheme is an amount equivalent,

權最高數目為相等於（待其獲行使後）本

upon their exercise, to 10% of the shares of the Company in issue

公 司 於 任 何 時 間 已 發 行 股 份 之 10%。

at any time. The maximum number of shares issuable under share

於任何十二個月期間內可根據購股權向

options to each eligible participant in the Scheme within any 12-month

每名合資格參與者發行的最高股份數目

period is limited to 1% of the shares of the Company in issue at any

乃限於本公司於任何時間已發行股份之

time. Any further grant of share options in excess of this limit is subject

1%。任何超出此限額的進一步授出購

to shareholders’ approval in a general meeting.

股權須經股東於股東大會上批准。

– F-208 –

二零一五年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

34. SHARE OPTION SCHEME (Continued)

34. 購股權計劃（續）

Share options granted to a director, chief executive or substantial

授予本公司董事、行政總裁或主要股

shareholder of the Company, or to any of their associates, are subject

東，或彼等任何聯繫人士之購股權，均

to approval in advance by the independent non-executive directors.

須事先獲得獨立非執行董事之批准。此

In addition, any share options granted to a substantial shareholder or

外，於任何十二個月期間內授予本公司

an independent non-executive director of the Company, or to any of

主要股東或獨立非執行董事，或彼等任

their associates, in excess of 0.1% of the shares of the Company in

何聯繫人士之任何購股權，凡超過本公

issue at any time or with an aggregate value (based on the price of the

司於任何時間已發行股份之 0.1% 或其

Company’s shares at the date of grant) in excess of HK$5,000,000,

總值（根據本公司於授出日期之股價計

within any 12-month period, are subject to shareholders’ approval in

算）超過 5,000,000 港元，均須於股東大

advance in a general meeting.

會上事先取得股東之批准。

The offer of a grant of share options may be accepted within 28 days

授出購股權之要約可由承授人自要約日

from the date of offer, upon payment of a nominal consideration of

期起計二十八日內於支付象徵式代價合

RMB1 in total by the grantee. The exercise period of the share options

共人民幣 1 元後接納。所授出購股權之

granted is determinable by the directors, and commences after a

行使期由董事釐定，並於半年至三年之

vesting period of 0.5 to 3 years and ends on a date which is a period of

歸屬期後開始至自授出日期起計滿十年

10 years from the date of grant.

之日為止。

The exercise price of share options is determinable by the directors,

購股權之行使價由董事釐定，惟不可低

but may not be less than the highest of (i) the HKSE closing price of

於以下最高者：(i) 本公司股份於購股權

the Company’s shares on the date of offer of the share options; (ii)

要約日期在香港聯交所之收市價；(ii) 本

the average HKSE closing price of the Company’s shares for the five

公司股份於緊接要約日期前五個交易日

trading days immediately preceding the date of offer; and (iii) the

在香港聯交所之平均收市價；及 (iii) 股

nominal value of a share.

份之面值。

Share options do not confer rights on the holders to dividends or to

購股權並不賦予持有人收取股息或在股

vote at shareholders’ meetings.

東大會上投票的權利。

– F-209 –

195 195

196 196

China Singyes Solar Technologies Holdings Limited Annual Report 2015

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

34. 購股權計劃（續）

34. SHARE OPTION SCHEME (Continued)

年內該計劃下尚未行使之購股權如下：

The following share options were outstanding under the Scheme during the year: 2015

2014

二零一五年

二零一四年

Weighted

Weighted

average

average

exercise price

Number exercise price

Number

加權平均

of options

加權平均

of options

行使價

購股權數目

行使價

購股權數目

per share

’000

per share

’000

每股港元

千份

每股港元

千份

HK$

HK$

At 1 January

於一月一日

3.21

19,448

3.25

23,019

Granted during the year

年內授出

11.70

6,000

–

–

Exercised during the year

年內行使

3.08

(1,034)

3.41

(3,571)

At 31 December

於十二月三十一日

5.31

24,414

3.21

19,448

– F-210 –

二零一五年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

34. 購股權計劃（續）

34. SHARE OPTION SCHEME (Continued) The exercise prices and exercise periods of the share options

於報告期末尚未行使購股權之行使價及

outstanding as at the end of the reporting period are as follows:

行使期如下：

Number of options 購股權數目 2015 ’000 千份

2014 ’000 千份

Exercise price HK$ per share 每股港元

Exercise period

2,772

2,830

3.58

3,321

3,389

3.58

5,121

5,379

3.58

–

116

2.78

–

534

2.78

1,440

1,440

2.68

1,440

1,440

2.68

1,440

1,440

2.68

1,440

1,440

2.68

1,440

1,440

2.68

2,000

–

11.70

2,000

–

11.70

2,000

–

11.70

23/01/10-22/07/19 二零一零年一月二十三日至 二零一九年七月二十二日 23/07/10-22/07/19 二零一零年七月二十三日至 二零一九年七月二十二日 23/07/11-22/07/19 二零一一年七月二十三日至 二零一九年七月二十二日 27/05/12-26/05/20 二零一二年五月二十七日至 二零二零年五月二十六日 27/05/13-26/05/20 二零一三年五月二十七日至 二零二零年五月二十六日 11/10/12-10/10/21 二零一二年十月十一日至 二零二一年十月十日 11/10/13-10/10/21 二零一三年十月十一日至 二零二一年十月十日 11/10/14-10/10/21 二零一四年十月十一日至 二零二一年十月十日 11/10/15-10/10/21 二零一五年十月十一日至 二零二一年十月十日 11/10/16-10/10/21 二零一六年十月十一日至 二零二一年十月十日 22/5/16-21/5/25 二零一六年五月二十二日至 二零二五年五月二十一日 22/5/17-21/5/25 二零一七年五月二十二日至 二零二五年五月二十一日 22/5/18-21/5/25 二零一八年五月二十二日至 二零二五年五月二十一日

24,414

19,448

– F-211 –

197 197

198 198

China Singyes Solar Technologies Holdings Limited Annual Report 2015

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

34. 購股權計劃（續）

34. SHARE OPTION SCHEME (Continued) The fair value of the share options granted during the year was

於年內授出的購股權公允價值為

HK$33,452,580 (equivalent to approximately RMB25,635,000) or

33,452,580 港 元（ 相 當 於 約 人 民 幣

HK$5.5754 each (equivalent to approximately RMB4.4794 each), of

25,635,000 元 ）或 每 份 5.5754 港 元（ 相

which the Group recognised a share option expense of HK$12,164,509

當於每份約人民幣 4.4794 元），其中本 集團於年內確認購股權開支 12,164,509

(equivalent to approximately RMB9,773,000) during the year.

港元（相當於約人民幣 9,773,000 元）。 The fair value of equity-settled share options granted during the year

本年度授出的股本結算購股權公允價值

as at the date of grant, using the binomial model, taking into account

乃於授出日期採用二項式模型，經考慮

the terms and conditions upon which the options were granted. The

授出購股權的條款及條件。下表列出所

following table lists the inputs to the model used:

使用模型的輸入數據：

Dividend yield (%)

0.77

Volatility (%)

56.77

Risk-free interest rate (%)

1.62

Weighted average share price (HK$ per share)

11.70

At the end of the reporting period, the Company had 24,414,000 share

股息收益率 (%) 波動率 (%) 無風險利率 (%) 加權平均股價 ( 每股港元 )

0.77 56.77 1.62 11.70

於 報 告 期 末， 本 公 司 根 據 該 計 劃 有

options outstanding under the Scheme. The exercise in full of the

24,414,000 份尚未行使購股權。該等尚

outstanding share options would, under the present capital structure

未行使購股權倘全數獲行使，在本公司

of the Company, result in the issue of 24,414,000 additional ordinary

之現有資本架構下，將會導致額外發行

shares of the Company and additional share capital of US$244,140

24,414,000 股本公司普通股及產生額外

(equivalent to approximately HK$1,892,320) and share premium of

股本 244,140 美元（相等於約 1,892,320

approximately HK$127,749,800 (before issue expenses and after the

港 元 ）及 股 份 溢 價 約 127,749,800 港 元

amount to be transferred from share option reserve to share premium

（於扣除發行開支前及於扣除將於相關 購股權獲行使時由購股權儲備轉移至股

upon the exercise of the related share options).

份溢價的金額後）。 As at the date of approval of the financial statements, the Company

於本財務報表批准日，本公司根據該計

had 24,414,000 share options outstanding under the Scheme, which

劃有 24,414,000 份尚未行使購股權，相

represented approximately 3.51% of the Company’s shares in issue as

當於本公司於該日已發行股份約3.51%。

at that date.

– F-212 –

二零一五年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

35. 儲備

35. RESERVES The amounts of the Group’s reserves and the movements therein for

本集團本年度及過往年度之儲備金額及

the current and prior years are presented in the consolidated statement

相關變動載於財務報表第 73 頁至第 74

of changes in equity on pages 73 to 74 of the financial statements.

頁之綜合權益變動表內。

(a)

(a)

Statutory reserves of the PRC subsidiaries

中國附屬公司的法定儲備

In accordance with the “Law of the PRC on Joint Ventures Using

根據《中華人民共和國中外合資經

Chinese and Foreign Investment” and the respective articles

營企業法》及本集團在中國大陸附

of association of the Group’s subsidiaries in Mainland China,

屬公司的公司章程，須從按照中

appropriations from net profit, as determined in accordance

國公認會計準則（「中國公認會計

with PRC generally accepted accounting principles (“PRC

準則」 ）釐定的純利（經抵銷往年累

GAAP”) and after offsetting accumulated losses from prior years,

計虧損後，及向投資者分派溢利

should be made to the statutory reserve fund and the enterprise

前）撥付法定儲備基金及企業擴展

expansion fund, and before profit distributions to the investors.

基金。該儲備基金可用來抵銷累

The reserve fund can be used to offset accumulated losses or to

計虧損或增加資本。

increase capital.

(b)

Enterprise expansion fund

(b)

The enterprise expansion fund can be used for business

企業擴展基金 企業擴展基金可用於業務發展或

development or to increase capital. The percentages to be

增加資本。外商投資附屬公司撥

appropriated to the reserve fund and the enterprise expansion

付至儲備基金及企業擴展基金的

fund in the foreign investment subsidiaries are determined by

百分比由董事會釐定。此外，外

the board of directors. In addition, the wholly-foreign-owned

商獨資企業毋須將純利撥付至企

subsidiaries are not required to appropriate the enterprise

業擴展基金，而撥付至儲備基金

expansion fund, and the percentages to be appropriated to the

的 百 分 比 須 不 少 於 10%。 於 儲

reserve fund shall be no less than 10%. When the cumulative

備基金累計至達到註冊資本一半

reserve fund reaches one-half of the registered capital, the

時，不再強制撥付。

appropriation is no longer mandatory.

– F-213 –

199 199

200 200

China Singyes Solar Technologies Holdings Limited Annual Report 2015

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

35. 儲備（續）

35. RESERVES (Continued) (c)

(d)

Share option reserve

(c)

購股權儲備

The share option reserve comprises the fair value of share

購股權儲備包括已授出但尚未行

options granted which are yet to be exercised, as further

使的購股權的公平值，進一步闡

explained in the accounting policy for share-based payments

述見財務報表附註 2.4 有關以股份

in note 2.4 to the financial statements. The amount will either

為基礎的支付的會計政策。該款

be transferred to the share premium account when the related

項將於相關期權獲行使時轉撥至

options are exercised, or be transferred to retained profits should

股份溢價賬，或倘相關購股權屆

the related options expire or be forfeited.

滿或被沒收，則轉撥至保留溢利。

Safety fund surplus reserve

(d)

安全基金盈餘儲備

Pursuant to a Notice regarding Safety Production Expenditure

根據中國財政部及國家安全生產

jointly issued by the Ministry of Finance and the State

監督管理總局於二零一二年二月

Administration of Work Safety of the PRC in February 2012, the

聯合頒佈的一則關於安全生產費

Group is required to establish a safety fund surplus reserve. The

的通知，本集團須設立安全基金

safety fund can only be transferred to retained profits to offset

盈餘儲備。安全基金只可於產生

safety related expenses as and when they are incurred, including

時轉撥至保留溢利以抵銷安全相

expenses related to safety protection facilities and equipment

關開支，包括與安保設施及設備

improvement and maintenance as well as safety production

提升及維護以及安全生產檢查、

inspection, appraisal, consultation and training.

評估、諮詢及培訓有關的開支。

36. 業務合併

36. BUSINESS COMBINATION On 29 June 2015, the Group acquired 99.99% equity interest in

於二零一五年六月二十九日，本集團

Malaysia Singyes by way of capital injection of MYR999,998 into the

通過向馬來西亞興業已發行股本中注

issued capital of Malaysia Singyes. As a result of the capital injection,

資 999,998 林吉特之方式收購馬來西亞

the share capital of Malaysia Singyes increased from MYR2 to

興業的 99.99% 股權。由於此次注資，

MYR1,000,000 (equivalent to approximately RMB1,639,000).

馬來西亞興業的股本由2林吉特增加 至 1,000,000 林 吉 特（ 相 當 於 約 人 民 幣 1,639,000 元）。

– F-214 –

201 201

二零一五年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

36. BUSINESS COMBINATION (Continued)

36. 業務合併（續）

Malaysia Singyes is engaged in the supply and installation of curtain

馬來西亞興業從事幕牆的供應及安裝。

walls. The acquisition was made as part of the Group’s strategy to

收購乃為本集團擴大其於馬來西亞供應

expand its market share of supply and installation of curtain walls in

及安裝幕的市場份額的戰略一部分。收

Malaysia. The acquisition has been accounted for using the acquisition

購已使用購買法入賬。

method. The Group has elected to measure the non-controlling interest in

本集團已選擇按非控股股東於馬來西亞

Malaysia Singyes at the non-controlling interest’s proportionate share of

興業的可辨認資產淨額的比例來計量於

Malaysia Singyes’s identifiable net assets.

馬來西亞興業的非控股權益。

The fair values of the identifiable assets and liabilities of Malaysia

於收購日期馬來西亞興業的可辨認資產

Singyes at the date of acquisition were as follows:

及負債的公平值如下： RMB’000 人民幣千元

Property, plant and equipment (note 13)

物業、廠房及設備（附註 13）

Cash and bank balances

現金及銀行結存

Trade receivables

應收貿易款項

Construction contracts

建築合同

Prepayments, deposits and other receivables

預付款項、訂金及其他應收款項

Trade payables

應付貿易款項

Tax payable

應付所得稅

Other payables and accruals

其他應付款項及應計款項

419 5,172 9,240 10,430 2,069 (4,094) (489) (30,891)

Total identifiable net assets at fair value

按公平值計量之可識別資產淨值總額

Non-controlling interests

非控股權益

Goodwill on acquisition (note 17)

收購產生之商譽（附註 17）

9,783

Satisfied by cash

以現金支付

1,639

– F-215 –

(8,144) –

202 202

China Singyes Solar Technologies Holdings Limited Annual Report 2015

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

36. 業務合併（續）

36. BUSINESS COMBINATION (Continued) An analysis of the cash flows in respect of the acquisition of a

就收購一間附屬公司的現金流分析如

subsidiary is as follows:

下： RMB’000 人民幣千元

Cash consideration

現金代價

Cash and bank balances acquired

已收購現金及銀行結存

Net inflow of cash and cash equivalents included

就出售一間附屬公司的現金及

in cash flows from investing activities

(1,639) 5,172

現金等價物凈流入投資活動產生 的現金流量

3,533

The resulting goodwill is determined to be RMB9,783,000 and

所產生的商譽釐定為人民幣 9,783,000

is attributable to strengthening the competitiveness of the Group,

元及歸因於加強本集團的競爭力、擴大

expanding its market share of supply and installation of curtain walls in

其於馬來西亞供應及安裝幕牆的市場份

Malaysia.

額。

Since the acquisition, Malaysia Singyes contributed RMB28,189,000 to

自收購之後，馬來西亞興業向本集團截

the Group’s revenue and RMB6,344,000 loss and other comprehensive

至二零一五年十二月三十一日止年度的

loss to the consolidated results for the year ended 31 December 2015.

收入貢獻人民幣 28,189,000 元及向綜合 業績貢獻人民幣 6,344,000 元虧損及其 他全面虧損。

Had the combination taken place at the beginning of the year, the

倘合併於年初發生，則本集團的收入

revenue of the Group and the profit of the Group for the year would

及本集團年內溢利將分別為人民幣

have been RMB4,222,393,000 and RMB346,828,000, respectively.

4,222,393,000 元及人民幣 346,828,000 元。

– F-216 –

203 203

二零一五年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

37. 出售一間附屬公司

37. DISPOSAL OF A SUBSIDIARY

2015 二零一五年 RMB’000 人民幣千元 Net assets disposed of:

已出售資產淨值：

Cash and bank balances

現金及銀行結存

Prepayments, deposits and other receivables

預付款項、訂金及其他應收款項

94,782

Other payables and accruals

其他應付款項及應計款項

(4,012)

4,855

95,625 Gain on disposal of a subsidiary

出售一間附屬公司之收益

Satisfied by cash

以現金支付

–

95,625

An analysis of the net inflow of cash and cash equivalents in respect of

就出售一間附屬公司的現金及現金等價

the disposal of a subsidiary is as follows:

物的凈流入分析如下： RMB’000 人民幣千元

Cash consideration

現金代價

Other receivables

其他應收款項

Cash and bank balances disposed of

已出售現金及銀行結存

Net inflow of cash and cash equivalents

就出售一間附屬公司的

in respect of the disposal of a subsidiary

95,625 (64,832) (4,855)

現金及現金等價物凈流入

25,938

38. 或然負債

38. CONTINGENT LIABILITIES As at 31 December 2015, the Group had no significant contingent

於二零一五年十二月三十一日，本集團

liabilities.

並無重大或然負債。

– F-217 –

204 204

China Singyes Solar Technologies Holdings Limited Annual Report 2015

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

39. OPERATING LEASE ARRANGEMENTS

39. 經營租約安排

The Group leases certain of its office premises under operating lease

本集團根據經營租約安排租用若干辦公

arrangements. Leases for properties are negotiated for terms of one or

室物業。該等物業租約協定租期為一或

two years. At the end of the reporting period, the Group had total future

兩年。於報告期末，本集團根據於下列

minimum lease payments under non-cancellable operating leases

年期到期的不可撤銷經營租約的未來最

falling due as follows:

低應付租金總額如下：

Within one year

一年內

In the second to fifth years, inclusive

第二至第五年（包括首尾兩年）

2015

2014

二零一五年

二零一四年

RMB’000

RMB’000

人民幣千元

人民幣千元

571

1,235

20

461

591

1,696

40. 承擔

40. COMMITMENTS In addition to the operating lease commitments detailed in note 39

除上文附註 39 詳述之經營租約承擔外，

above, the Group had the following capital commitments at the end of

於報告期末，本集團有下列資本承擔：

the reporting period:

Contracted, but not provided for: Construction of buildings and

2015

2014

二零一五年

二零一四年

RMB’000

RMB’000

人民幣千元

人民幣千元

250,030

516,830

5,318

5,033

38,962

–

294,310

521,863

已訂約但未撥備： 建設樓宇及光伏電站

photovoltaic power station Purchase of machinery

購買機器設備

Capital contributions payable

應付一間聯營公司注資

to an associate

– F-218 –

二零一五年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

41. RELATED PARTY TRANSACTIONS AND BALANCES (a)

In addition to the transactions detailed elsewhere in these

(a)

除該等財務報表其他地方詳述交

financial statements, the Group had the following transactions

易外，年內本集團擁有下列與關

with related parties during the year:

連方的交易：

Associates:

(b)

41. 關連方交易及結餘

2015

2014

二零一五年

二零一四年

RMB’000

RMB’000

人民幣千元

人民幣千元

聯營公司：

Sales of products

銷售產品

132,856

–

Interest-free advances

免息墊款

6,210

–

The sales to an associate were made according to the published

向一間聯營公司進行的銷售活動，乃以

prices and conditions offered to the major customers of the

提供予本集團主要客戶的已公佈價格及

Group.

條件為依據。

Other transactions with related parties

(b)

與關連方的其他交易

As at 31 December 2015, details of bank and other loans

於二零一五年十二月三十一日，

guarantees provided by related parties of the Group for nil

本集團關連方無償提供之銀行及

consideration are as follows:

其他貸款擔保如下：

(i)

(i)

the Group’s bank and other loans of RMB173,000,000

本集團之銀行及其他貸款人

(2014: RMB468,000,000) were guaranteed by Mr. Liu

民幣 173,000,000元（二零

Hongwei;

一四年：人民幣468,000,000 元）由劉紅維先生擔保；

(ii)

the Group’s bank and other loans of RMB118,000,000

(ii)

本集團之銀行及其他貸款人

(2014: RMB240,000,000) were jointly guaranteed by

民幣 118,000,000元（二零

Messrs. Liu Hongwei and Sun Jinli;

一四年：人民幣240,000,000 元）由劉紅維先生及孫金禮 先生共同擔保；

– F-219 –

205 205

206 206

China Singyes Solar Technologies Holdings Limited Annual Report 2015

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

41. RELATED PARTY TRANSACTIONS AND BALANCES (Continued) (b)

(c)

Other transactions with related parties (Continued)

41. 關連方交易及結餘（續） (b)

與關連方的其他交易（續）

(iii)

the Group’s bank loans of RMB153,500,000 (2014: RMB72,500,000) were jointly guaranteed by Messrs. Liu Hongwei and Xie Wen;

(iii)

本集團之銀行貸款人民幣 153,500,000 元（ 二 零 一 四 年：人民幣 72,500,000 元） 由劉紅維先生及謝文先生共 同擔保；

(iv)

the Group’s bank loans of RMB100,000,000 (2014: Nil) were guaranteed by Messrs. Liu Hongwei, Sun Jinli and Xie Wen;

(iv)

本集團之銀行貸款人民幣 100,000,000 元（ 二 零 一 四 年：無）由劉紅維先生、孫 金禮先生及謝文先生共同擔 保；

(v)

the Group’s bank loans of RMB100,000,000 (2014: Nil) were jointly guaranteed by Mr. Liu Hongwei and his spouse, Ms. Li Wei Mr. Sun Jinli and his spouse; Ms. Wang Yanfang and

(v)

本集團之銀行貸款人民幣 100,000,000 元（ 二 零 一 四 年：無）乃由劉紅維先生及 其配偶李薇女士、孫金禮先 生及其配偶王豔芳女士共同 擔保；及

(vi)

the Group’s bank loans of HK$113,705,000 (2014: HK$28,041,000) were jointly guaranteed by Messrs. Liu Hongwei and Sun Jinli.

(vi)

本 集 團 之 銀 行 貸 款 1 1 3 , 7 0 5 , 0 0 0 港 元（ 二 零 一四年：28,041,000港元） 乃由劉紅維先生及孫金禮先 生共同擔保。

Outstanding balances with related parties

Due from an associate: Trade receivable Other receivable

應收一間聯營公司： 應收貿易款項 其他應收款項

The above balances are unsecured, interest-free. The credit term granted to an associate is consistent with the term offerred to the major customers of the Group. Other receivables due from associate have no fixed term of repayment.

– F-220 –

(c)

關連方未償還結餘 2015 二零一五年 RMB’000

2014 二零一四年 RMB’000

63,629 6,210

– –

69,839

–

上述結餘為無抵押免息。授予一間聯營 公司信貸期乃與提供予本集團主要客戶 之期限一致。其他應收聯營公司款項並 無固定還款期限。

二零一五年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

41. 關連方交易及結餘（續）

41. RELATED PARTY TRANSACTIONS AND BALANCES (Continued) (d)

Compensation of key management personnel of the Group

Salaries, allowances and

(d)

2015

2014

二零一五年

二零一四年

RMB’000

RMB’000

人民幣千元

人民幣千元

10,172

7,685

196

136

10,368

7,821

薪金、津貼及實物利益

benefits in kind Pension scheme contributions

本集團主要管理人員的薪酬

退休金計劃供款

Further details of directors’ and the chief executive’s emoluments

有關董事及行政總裁酬金的進一

are included in note 8 to the financial statements.

步詳情載於財務報表附註 8。

42. 金融資產轉讓

42. TRANSFERS OF FINANCIAL ASSETS

未完全終止確認的已轉讓金融資 產

Transferred financial assets that are not derecognised in their entirety

Gross amount of assets that

2015

2014

二零一五年

二零一四年

Notes

RMB’000

RMB’000

附註

人民幣千元

人民幣千元

繼續確認的資產賬面值：

continued to be recognised: Discounted Bills

貼現票據

(a)

255,840

186,300

Endorsed Bills

背書票據

(b)

144,189

34,849

400,029

221,149

– F-221 –

207 207

208 208

China Singyes Solar Technologies Holdings Limited Annual Report 2015

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

43. TRANSFERS OF FINANCIAL ASSETS (Continued)

42. 金融資產轉讓（續）

Transferred financial assets that are not derecognised in their entirety (Continued)

未完全終止確認的已轉讓金融資 產（續）

(a)

(a)

Discounted Bills

貼現票據

At 31 December 2015, the Group discounted certain bills

於二零一五年十二月三十一

receivable (the “Discounted Bills”) with a total carrying amount

日， 本 集 團 將 總 賬 面 值 人 民 幣

of RMB255,840,000 (2014: RMB186,300,000) to certain local

255,840,000 元（二零一四年：人

banks in the PRC. The Discounted Bills have a maturity from

民 幣 186,300,000 元 ）的 若 干 應

two to twelve months at 31 December 2015. In accordance

收 票 據（「 貼 現 票 據 」）貼 現 予 中

with the law of Negotiable Instruments in the PRC, the holders

國若干當地銀行。於二零一五年

of the Discounted Bills have a right of resource against the

十二月三十一日，貼現票據的到

Group if the PRC banks default. In the opinion of the directors,

期時間為兩至十二個月。根據中

the Group has retained the substantial risks and rewards,

國票據法，如中國銀行違約，貼

which include default risks relating to the Discounted Bills, and

現票據持有人有權向本集團追

accordingly, it continued to recognise the carrying amounts of

索。 董 事 認 為， 本 集 團 保 留 大

the Discounted Bills and the respective bank loans (the carrying

部分風險及回報（包括貼現票據

amounts of the Discounted Bills deduct the discount interest).

違約風險） ，因此繼續確認貼現

Subsequent to the discounting, the Group did not retain any

票據及相關銀行貸款的賬面值

rights on the use of the Discounted Bills, including sale, transfer

（貼現票據的賬面值扣除貼現利

or pledge of the Discounted Bills to any other third parties.

息 ）。 貼 現 後， 本 集 團 並 無 保 留

The aggregate carrying amount of the bank loans recognised

使用貼現票據的任何權利，包括

due to the Discounted Bills was RMB251,699,000 (2014:

向任何其他第三方出售、轉讓或

RMB184,378,000) as at 31 December 2015.

抵押貼現票據。因貼現票據而確 認的銀行貸款於二零一五年十二 月三十一日的總賬面值為人民幣 251,699,000 元（二零一四年：人 民幣 184,378,000 元）。

– F-222 –

二零一五年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

42. TRANSFERS OF FINANCIAL ASSETS (Continued)

42. 金融資產轉讓（續）

Transferred financial assets that are not derecognised in their entirety (Continued)

未完全終止確認的已轉讓金融資 產（續）

(b)

(b)

Endorsed Bills

背書票據

At 31 December 2015, the Group endorsed certain bills

於二零一五年十二月三十一日，

receivable accepted by certain local banks in the PRC

本集團將中國若干當地銀行接受

(the “Endorsed Bills”) with a total carrying amount of

的總賬面值人民幣144,189,000元

RMB144,189,000 (2014: RMB34,849,000) to certain of its

（二零一四年：人民幣 34,849,000

suppliers in order to settle the trade payables due to those

元 ）的 若 干 應 收 票 據（「 背 書 票

suppliers. The Endorsed Bills had a maturity of one to six

據」 ）背 書 予 若 干 供 應 商， 以 結

months at 31 December 2015. In accordance with the Law of

算應付該等供應商的貿易及其他

Negotiable Instruments in the PRC, the holders of the Endorsed

應付款項。於二零一五年十二月

Bills have a right of recourse against the Group if the PRC banks

三十一日，背書票據的到期時間

default. In the opinion of the directors, the Group has retained

為 一 至 六 個 月。 根 據 中 國 票 據

the substantial risks and rewards, which include default risks

法，如中國銀行違約，背書票據

relating to the Endorsed Bills, and accordingly, it continued

持有人有權向本集團追索。董事

to recognise the full carrying amounts of the Endorsed Bills

認 為， 本 集 團 已 保 留 大 部 分 風

and the associated trade payables settled. Subsequent to the

險及回報（包括背書票據違約風

endorsement, the Group did not retain any rights on the use

險），因此繼續確認背書票據及相

of the Endorsed Bills, including sale, transfer or pledge of

關已結算應付貿易款項的全部賬

the Endorsed Bills to any other third parties. The aggregate

面值。背書後，本集團並無保留

carrying amount of the trade and other payables settled by

使用背書票據的任何權利，包括

the Endorsed Bills during the year to which the suppliers have

向任何其他第三方出售、轉讓或

recourse was RMB144,189,000 as at 31 December 2015 (2014:

抵押背書票據。年內以供應商有

RMB34,849,000).

追索權的背書票據結算的貿易及 其他應付款項於二零一五年十二 月三十一日的總賬面值為人民幣 144,189,000 元（二零一四年：人 民幣 34,849,000 元。

– F-223 –

209 209

210 210

China Singyes Solar Technologies Holdings Limited Annual Report 2015

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

42. TRANSFERS OF FINANCIAL ASSETS (Continued)

42. 金融資產轉讓（續）

Transferred financial assets that are derecognised in their entirety

已完全終止確認的已轉讓金融資 產

As at 31 December 2015, the Group discounted certain bills

於二零一五年十二月三十一日，本集

receivable accepted by certain reputable banks in the PRC, with

團終止中國若干知名銀行接受的賬面

a carrying amount in aggregate of RMB698,403,000 (referred

值共人民幣 698,403,000 元的應收票據

to as the “Derecognised Bills”, 2014: RMB573,714,000). The

（「終止確認票據」，二零一四年：人民

Derecognised Bills had a maturity from one to six months at the end

幣 573,714,000 元）。於報告期末，終止

of the reporting period. In accordance with the Law of Negotiable

確認票據的到期時間為一至六個月。根

Instruments in the PRC, the holders of the Derecognised Bills have

據中國票據法，如中國銀行違約，終止

a right of recourse against the Group if the PRC banks default (the

確認票據持有人有權向本集團追索（「持

“Continuing Involvement”). In the opinion of the directors, the Group

續參與」）。董事認為，本集團已轉讓與

has transferred substantially all risks and rewards relating to the

終止確認票據有關的絕大部分風險及回

Derecognised Bills. Accordingly, it has derecognised the full carrying

報。因此，本集團已終止確認終止確認

amount of the Derecognised Bills. The maximum exposure to loss from

票據的全部賬面值。本集團持續參與終

the Group’s Continuing Involvement in the Derecognised Bills and the

止確認票據及購回該等終止確認票據的

undiscounted cash flows to repurchase these Derecognised Bills is

未貼現現金流量面臨的最高損失風險等

equal to their carrying amounts. In the opinion of the directors, the fair

於其賬面值。董事認為，本集團持續參

values of the Group’s Continuing Involvement in the Derecognised Bills

與終止確認票據的公平值並不重大。

are not significant. During the year, the Group has recognised interest expense of

年內，本集團確認應收貼現票據的利息

RMB18,942,000 (2014: RMB36,508,000) (note 6) on discounted bills

開支人民幣18,942,000元（二零一四年：

receivable. No gains or losses were recognised from the Continuing

人民幣 36,508,000 元） （附註 6）。 並無 因持續參與而於年內或累計確認任何收

Involvement, both during the year or cumulatively.

益或虧損。

– F-224 –

二零一五年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

43. 按類別劃分的金融工具

43. FINANCIAL INSTRUMENTS BY CATEGORY The carrying amounts of each of the categories of financial instruments

各類金融工具於報告期末的賬面值如

as at the end of the reporting period are as follows:

下：

2015

二零一五年

Financial assets

金融資產 Loans and Available-for-sale

Available-for-sale investments

可供出售投資

Trade and bill receivables

應收貿易款項及應收票據

Financial assets included in

計入預付款項、訂金及

prepayments, deposits and

receivables

financial assets

貸款及

可供出售

Total

應收款項

金融資產

總計

RMB’000

RMB’000

RMB’000

人民幣千元

人民幣千元

人民幣千元

–

51,000

51,000

2,292,195

–

2,292,195

281,340

–

281,340

376,055

–

376,055

1,265,303

–

1,265,303

4,214,893

51,000

4,265,893

其他應收款項的金融資產

other receivables Pledged deposits

抵押存款

Cash and cash equivalents

現金及現金等價物

– F-225 –

211 211

212 212

China Singyes Solar Technologies Holdings Limited Annual Report 2015

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

43. FINANCIAL INSTRUMENTS BY CATEGORY (Continued)

43. 按類別劃分的金融工具（續）

2015

二零一五年

Financial liabilities

金融負債 Financial liabilities at fair value

Trade and bills payables

應付貿易款項及應付票據

Financial liabilities included

計入其他應付款項及

in other payables and accruals (note 26) Derivative financial

（附註 26）

可換股債券（附註 29） 優先票據（附註 30）

Bank advances for

貼現票據銀行貸款

discounted bills (note 42(a))

loss upon initial

liabilities at

recognition

amortised

初始確認時

cost

按公平值

按攤銷

計入損益的

成本列賬的

Total

金融負債

金融負債

總計

RMB’000

RMB’000

RMB’000

人民幣千元

人民幣千元

人民幣千元

–

903,503

903,503

–

125,162

125,162

衍生金融工具（附註 27）

Senior notes (note 30)

Interest-bearing bank and

Financial

應計款項的金融負債

instruments (note 27) Convertible bonds (note 29)

through profit or

（附註 42(a)）

–

–

–

63,552

634,017

697,569

–

746,692

746,692

–

251,699

251,699

–

2,582,683

2,582,683

63,552

5,243,756

5,307,308

附息銀行及其他貸款

other loans

– F-226 –

二零一五年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

43. FINANCIAL INSTRUMENTS BY CATEGORY (Continued)

43. 按類別劃分的金融工具（續）

2014

二零一四年

Financial assets

金融資產

Available-for-sale investments

可供出售投資

Trade and bill receivables

應收貿易款項及應收票據

Financial assets included in

計入預付款項、

prepayments, deposits and other receivables

Loans and

Available-for-sale

receivables

financial assets

貸款及

可供出售

Total

應收款項

金融資產

總計

RMB’000

RMB’000

RMB’000

人民幣千元

人民幣千元

人民幣千元

–

12,258

12,258

2,160,501

–

2,160,501

訂金及其他應收 款項的金融資產

153,691

–

153,691

Pledged deposits

抵押存款

500,327

–

500,327

Cash and cash equivalents

現金及現金等價物

901,417

–

901,417

3,715,936

12,258

3,728,194

– F-227 –

213 213

214 214

China Singyes Solar Technologies Holdings Limited Annual Report 2015

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

43. FINANCIAL INSTRUMENTS BY CATEGORY (Continued)

43. 按類別劃分的金融工具（續）

2014

二零一四年

Financial liabilities

金融負債 Financial liabilities at fair value

Trade and bills payables

應付貿易款項及應付票據

Financial liabilities included

計入其他應付款項及

in other payables and accruals (note 26) Derivative financial

（附註 26）

可換股債券（附註 29）

Senior notes (note 30)

優先票據（附註 30） 貼現票據銀行貸款

discounted bills (note 42(a))

loss upon initial

liabilities at

recognition

amortised

初始確認時

cost

按公平值

按攤銷

計入損益的

成本列賬的

Total

金融負債

金融負債

總計

RMB’000

RMB’000

RMB’000

人民幣千元

人民幣千元

人民幣千元

–

1,284,332

1,284,332

–

221,530

221,530

衍生金融工具（附註 27）

Bank advances for Interest-bearing bank and

Financial

應計款項的金融負債

instruments (note 27) Convertible bonds (note 29)

through profit or

（附註 42(a)）

3,042

–

3,042

227,138

589,131

816,269

–

542,822

542,822

–

184,378

184,378

–

1,379,200

1,379,200

230,180

4,201,393

4,431,573

附息銀行及其他貸款

other loans

– F-228 –

二零一五年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

44. 金融工具的公平值及公平值 等級

44. FAIR VALUE AND FAIR VALUE HIERARCHY OF FINANCIAL INSTRUMENTS The carrying amounts and fair values of the Group’s financial

本集團金融工具（由於到期時間較短，

instruments, other than those with carrying amounts that reasonably

賬面值與公平值合理相若者除外）的賬

approximate to fair values due to short term to maturity, are as follows:

面值及公平值如下：

Carrying amounts

Fair values

賬面淨值

Financial assets

金融資產

Available-for-sale investments

可供出售投資

Financial liabilities

金融負債

Derivative financial

衍生金融工具

公平值

2015

2014

2015

2014

二零一五年

二零一四年

二零一五年

二零一四年

RMB’000

RMB’000

RMB’000

RMB’000

人民幣千元

人民幣千元

人民幣千元

人民幣千元

20,901

–

20,901

–

–

3,042

–

3,042

Convertible bonds

instruments 可換股債券

697,569

816,269

825,070

933,986

2017 Senior Notes

二零一七年優先票據

548,200

542,822

527,045

550,323

2018 Senior Notes

二零一八年優先票據

198,492

–

215,815

–

Interest-bearing bank and

附息銀行及

other loans,

其他貸款，

non-current portion:

非流動部分：

Bank loans

銀行貸款

1,368,963

314,602

1,383,138

316,084

Other loans

其他貸款

172,943

77,077

172,943

76,681

2,986,167

1,753,812

3,124,011

1,880,116

Management has assessed that the fair values of cash and cash

經管理層評估，現金及現金等價物、抵

equivalents, pledged deposits, trade and bills receivables, trade and

押 存 款、 應 收 貿 易 款 項 及 應 收 票 據、

bills payables, financial assets included in prepayments, deposits and

應付貿易款項及應付票據、計入預付款

other receivables, and financial liabilities included in other payables

項、訂金及其他應收款項的金融資產以

and accruals approximate to their carrying amounts largely due to the

及計入其他應付款項及應計款項的金融

short term maturities of these instruments.

負債與其賬面值相若，主要是由於有關 工具的到期時間較短。

– F-229 –

215 215

216 216

China Singyes Solar Technologies Holdings Limited Annual Report 2015

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

44. FAIR VALUE AND FAIR VALUE HIERARCHY OF FINANCIAL INSTRUMENTS (Continued) The fair values of the financial assets and liabilities are included at

44. 金融工具的公平值及公平值 等級（續） 金融資產及負債的公平值按自願各方之

the amount at which the instrument could be exchanged in a current

間當前交易（強制或清盤出售除外）中該

transaction between willing parties, other than in a forced or liquidation

工具可交換的價格列賬。

sale. The following methods and assumptions were used to estimate the fair

下列方法及假設用於估計公平值：

values: The Group has entered into derivative financial instruments, such as

本集團已與銀行訂立衍生金融工具，如

interest rate swaps, with the bank. The fair value of the interest rate

利率掉期。利率掉期的公平值由獨立專

swaps was estimated by the independent professional valuer using

業估值師使用貼現現金流法估計，估計

the discounted cash flow method and the estimation included some

包括並無可觀察市場價格或費率支持的

assumptions not supported by observable market rates such as credit

部分假設（如信貸風險、貼現率及預期

risk, discount rate and expected future cash flows. The carrying

未來現金流量），因此存在不確定性。

amounts of interest rate swaps are the same as their fair values.

利率掉期的賬面值與其公平值相同。

The fair value of the 2019 Convertible Bonds was valued by estimating

二零一九年可換股債券的公平值透過使

the value of the whole bond with and without the embedded derivatives

用二項式期權定價模型估計整份債券附

using the binomial option pricing model. The model incorporates inputs

帶及不附帶嵌入式衍生工具時的價值而

including market price, discount rates and share price volatility. Value

評估。該模型計入市價、貼現率及股價

used for significant unobservable input: volatility at 54.94%. If the

波幅等輸入數據。就重大不可觀察輸入

volatility rate had been 3% higher/lower than management’s estimates

數據使用的數值：波幅 54.94%。如於

at 31 December 2015, the fair value of conversion rights would

二零一五年十二月三十一日的波動率較

have increased/decreased by RMB5,258,000 and RMB5,225,000,

管理層估計高低 3%，則轉換權的公平

respectively.

值將分別增加減少人民幣 5,258,000 元 及人民幣 5,225,000 元。

The fair values of the 2017 Senior Notes are based on quoted market

二零一七年優先票據的公平值乃根據活

price (unadjusted) in active markets.

躍市場的市場報價（未經調整）。

The fair values of the 2018 Senior Notes have been calculated by

二零一八年優先票據的公平值通過將合

discounting the contractual cash flows over the remaining contractual

約現金流量按無風險利率加信貸息差及

term of the 2018 Senior Notes at the risk free interest rate plus credit

流動性息差於二零一八年優先票據的剩

spread and liquidity spread.

餘合約期限內折現計算。

– F-230 –

二零一五年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

44. 金融工具的公平值及公平值 等級（續）

44. FAIR VALUE AND FAIR VALUE HIERARCHY OF FINANCIAL INSTRUMENTS (Continued) The fair values of the non-current portion of the Group’s interest-

本集團附息銀行及其他貸款的公平值乃

bearing bank and other loans have been calculated by discounting

透過使用年期、信貸風險及餘下到期

the expected future cash flows using rates currently available for

時間類似的金融工具現時可獲得的利率

instruments with similar terms, credit risk and remaining maturities,

（就本集團自有違約風險作出調整（如適

adjusted by the Group’s own non-performance risk where appropriate.

用））貼現預期未來現金流量而計算。就

Value used for significant unobservable input: discount rate from 3.73%

重大不可觀察輸入數據使用的數值：基

to 9.41% based on individual loan.

於個人貸款的貼現率 3.73% 至 9.41%。

The fair values of the available-for-sale investment relating to the life

有關人壽保險合約可供出售投資的公平

insurance contract are based on the quoted price in a non-active

值乃根據於各報告期末自滙豐人壽取得

market obtained from HSBC Life at the end of each reporting period.

的非活躍市場報價計算。

Fair value hierarchy

公平值等級

The following tables illustrate the fair value measurement hierarchy of

下表說明本集團金融工具的公平值計量

the Group’s financial instruments:

等級：

Assets measured at fair value:

按公平值計量的資產：

As at 31 December 2015

於二零一五年十二月三十一日 Fair value measurement using 使用以下各項計量公平值 Quoted prices in active

Significant

observable unobservable

markets

inputs

inputs

(Level 1)

(Level 2)

(Level 3)

活躍

Available-for-sale investments

Significant

重大可觀察 重大不可觀察

市場報價

輸入數據

輸入數據

（第一層）

（第二層）

（第三層）

RMB’000

RMB’000

RMB’000

RMB’000

人民幣千元

人民幣千元

人民幣千元

人民幣千元

–

20,901

–

20,901

可供出售投資

– F-231 –

Total 總計

217 217

218 218

China Singyes Solar Technologies Holdings Limited Annual Report 2015

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

44. 金融工具的公平值及公平值 等級（續）

44. FAIR VALUE AND FAIR VALUE HIERARCHY OF FINANCIAL INSTRUMENTS (Continued) Fair value hierarchy (Continued)

公平值等級（續）

Liabilities measured at fair value:

按公平值計量的負債：

As at 31 December 2015

於二零一五年十二月三十一日 Fair value measurement using 使用以下各項計量公平值 Quoted prices in active markets (Level 1) 活躍

Derivative financial instruments

衍生金融工具

Convertible bonds:

可換股債券：

Conversion rights (note 29)

Significant

Significant

observable unobservable inputs

inputs

(Level 2)

(Level 3)

重大可觀察 重大不可觀察

市場報價

輸入數據

輸入數據

Total

（第一層）

（第二層）

（第三層）

總計

RMB’000

RMB’000

RMB’000

RMB’000

人民幣千元

人民幣千元

人民幣千元

人民幣千元

–

–

–

–

–

–

63,552

63,552

轉換權（附註 29）

– F-232 –

二零一五年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

44. 金融工具的公平值及公平值 等級（續）

44. FAIR VALUE AND FAIR VALUE HIERARCHY OF FINANCIAL INSTRUMENTS (Continued) Fair value hierarchy (Continued)

公平值等級（續）

Liabilities measured at fair value: (Continued)

按公平值計量的負債：（續）

As at 31 December 2014

於二零一四年十二月三十一日 Fair value measurement using 使用以下各項計量公平值 Quoted prices

Significant

Significant

in active

observable

unobservable

markets

inputs

inputs

(Level 2)

(Level 3)

(Level 1) 活躍

Derivative financial instruments

衍生金融工具

Convertible bonds:

可換股債券：

Conversion rights (note 29)

Total

重大可觀察 重大不可觀察

市場報價

輸入數據

輸入數據

（第一層）

（第二層）

（第三層）

總計

RMB’000

RMB’000

RMB’000

RMB’000

人民幣千元

人民幣千元

人民幣千元

人民幣千元

–

3,042

–

3,042

–

–

227,138

227,138

–

3,042

227,138

230,180

轉換權（附註 29）

In 2015, there were no transfers of fair value measurements between

於二零一五年，金融資產及金融負債的

Level 1 and Level 2 and no transfers into or out of Level 3 for both

第一層與第二層之間並無公平值計量轉

financial assets and financial liabilities.

移，亦並無轉入或轉出第三層。

– F-233 –

219 219

220 220

China Singyes Solar Technologies Holdings Limited Annual Report 2015

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

44. 金融工具的公平值及公平值 等級（續）

44. FAIR VALUE AND FAIR VALUE HIERARCHY OF FINANCIAL INSTRUMENTS (Continued) Fair value hierarchy (Continued)

公平值等級（續）

Liabilities for which fair values are disclosed:

披露公平值的負債： Fair value measurement using 使用以下各項計量公平值

As at 31 December 2015

於二零一五年十二月三十一日

Convertible bonds

可換股債券 –負債部分（附註29）

Quoted prices

Significant

Significant

in active

observable

unobservable

markets

inputs

inputs

(Level 1)

(Level 2)

(Level 3)

活躍

重大可觀察

重大不可觀察

市場報價

輸入數據

輸入數據

（第一層）

（第二層）

（第三層）

Total

總計

RMB’000

RMB’000

RMB’000

RMB’000

人民幣千元

人民幣千元

人民幣千元

人民幣千元

–

–

697,569

697,569

2017 Senior notes (note 30)

二零一七年優先票據（附註30）

527,045

–

–

527,045

2018 Senior notes (note 30)

二零一八年優先票據（附註30）

–

–

215,815

215,815

Interest-bearing bank and

附息銀行及其他貸款， –

–

1,556,081

1,556,081

527,045

–

2,469,465

2,996,510

– Liability component (note 29)

other loans, non-current portion

非流動部分

– F-234 –

二零一五年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

44. 金融工具的公平值及公平值 等級（續）

44. FAIR VALUE AND FAIR VALUE HIERARCHY OF FINANCIAL INSTRUMENTS (Continued) Fair value hierarchy (Continued)

公平值等級（續）

Liabilities for which fair values are disclosed: (Continued)

披露公平值的負債：（續） Fair value measurement using 使用以下各項計量公平值 Quoted prices

Significant

Significant

in active

observable

unobservable

markets

inputs

inputs

(Level 1) 活躍

As at 31 December 2014

於二零一四年十二月三十一日

Convertible bonds

可換股債券

– Liability component (note 29)

二零一七年優先票據（附註30）

Interest-bearing bank and

附息銀行及其他貸款，

other loans, non-current portion

(Level 3)

Total

重大不可觀察

市場報價

輸入數據

輸入數據

（第一層）

（第二層）

（第三層）

總計

RMB’000

RMB’000

RMB’000

RMB’000

人民幣千元

人民幣千元

人民幣千元

人民幣千元

– 負債部分（附註 29）

2017 Senior notes (note 30)

(Level 2) 重大可觀察

非流動部分

– F-235 –

–

–

706,848

706,848

550,323

–

–

550,323

–

–

392,765

392,765

550,323

–

1,099,613

1,649,936

221 221

222 222

China Singyes Solar Technologies Holdings Limited Annual Report 2015

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

45. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES The Group’s principal financial instruments comprise interest-bearing

45. 財務風險管理目的及政策 本集團的主要金融工具包括附息銀行及

bank and other loans, convertible bonds, senior notes and cash and

其他貸款、可換股債券、優先票據以及

cash equivalents. The main purpose of these financial instruments

現金及現金等價物。該等金融工具的主

is to raise finance for the Group’s operations. The Group has various

要用途是為本集團的經營籌集資金。本

other financial assets and liabilities such as trade and bills receivables,

集團還有各種其他金融資產及負債，例

prepayments, deposits and other receivables, trade and bills payables,

如營運過程中直接產生的應收貿易款項

other payables and accruals, and bank advances for discounted bills,

及應收票據、預付款項、訂金及其他應 收款項、應付貿易款項及應付票據、其

which arise directly from its operations.

他應付款項及應計款項以及貼現票據銀 行貸款。 The main risks arising from the Group’s financial instruments are

本集團金融工具所產生之主要風險為利

interest rate risk, foreign currency risk, credit risk and liquidity risk.

率風險、外幣風險、信貸風險及流動資

The board of directors reviews and agrees policies for managing each

金風險。董事會復核及商議管理各類風

of these risks and they are summarised below.

險的政策，有關政策概述如下。

Interest rate risk

利率風險

The interest rates and terms of repayment of interest-bearing bank and

附息銀行及其他貸款的利率及償還期限

other loans are disclosed in note 28.

於附註 28 披露。

The Group’s exposure to the risk of changes in the market interest

本集團面臨主要與本集團浮息利率長期

rates relates primarily to the Group’s long term debt obligations with

債務的市場利率變動風險。

floating interest rates. The Group’s policy is to manage its interest cost using a mix of fixed

本集團的政策是採用固定及浮息利率債

and variable rate debts. At 31 December 2015, approximately 60.3%

務組合管理其利息成本。於二零一五

(2014: 87.4%) of the Group’s interest-bearing bank and other loans

年十二月三十一日，本集團計息銀行

bore interest at fixed rates.

及 其 他 貸 款 的 約 60.3%( 二 零 一 四 年： 87.4%) 按固定利率計息。

– F-236 –

二零一五年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

45. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (Continued)

45. 財務風險管理目的及政策 （續）

Interest rate risk (Continued)

利率風險（續）

The following table demonstrates the sensitivity to a reasonably

下表顯示在所有其他變量保持不變情況

possible change in interest rates, with all other variables held constant,

下，本集團除稅前溢利（因浮息貸款的

of the Group’s profit before tax (through the impact on floating rate

影響）的利率可能合理變動敏感度。

loans). Increase/

Increase/

(decrease) in

(decrease) in

basis points

profit before tax

基點

除稅前溢利

增加╱（減少）

增加╱（減少） RMB’000 人民幣千元

2015

二零一五年

Hong Kong dollar

港元

100

(2,816)

Hong Kong dollar

港元

(100)

2,816

US dollar

美元

100

(7,447)

US dollar

美元

(100)

7,447

2014

二零一四年

Hong Kong dollar

港元

100

(261)

Hong Kong dollar

港元

(100)

261

US dollar

美元

100

(1,443)

US dollar

美元

(100)

1,443

– F-237 –

223 223

224 224

China Singyes Solar Technologies Holdings Limited Annual Report 2015

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

45. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (Continued)

45. 財務風險管理目的及政策 （續）

Foreign currency risk

外幣風險

The Group’s principal businesses are located in the Mainland China

本集團主要業務位於中國大陸，大部分

and most of the transactions are conducted in RMB. Most of the

交易以人民幣進行。本集團大部分資產

Group’s assets and liabilities are denominated in RMB, except for that

及負債以人民幣計值，惟境外附屬公司

of the overseas subsidiaries which functional currencies are currencies

的功能貨幣並非人民幣及若干現金及現

other than the RMB and certain items of cash and cash equivalents

金等價物以港元、美元及其他貨幣計

that are denominated in HK$, US$ and other currencies.

值。

If the RMB weakens/strengthens against the US$ as a reasonable

倘人民幣兌美元按可能合理變動 5% 貶

possible change of 5%, the profit before tax of the Group will decrease/

值╱升值，則本集團的除稅前溢利將因

increase by approximately RMB34,695,000, due to changes in fair

貨幣資產及負債的公平值變動減少╱增

values of monetary assets and liabilities. The Group does not consider

加約人民幣 34,695,000 元。由於人民幣

that it has any significant exposure to the risk of fluctuation in the

兌美元的匯率的可能合理變動 5% 不會

exchange rate between HK$ and RMB as a reasonable possible

對本集團溢利造成重大財務影響，故本

change of 5% in RMB against HK$ would have no significant financial

集團認為其並無因港元及人民幣之間的

impact on the Group’s profit.

匯率波動而面臨任何重大風險。

Credit risk

信貸風險

The carrying amounts of cash and cash equivalents, pledged deposits,

現金及現金等價物、抵押存款、貿易及

trade and other receivables, and other financial assets represent

其他應收款項以及其他金融資產的賬面

the Group’s maximum exposure to credit risk in relation to financial

值代表本集團所承受與金融資產有關的

assets. Substantially all of the Group’s cash and cash equivalents are

最高信貸風險。本集團絕大多數現金及

held in major financial institutions located in Mainland China, which

現金等價物由管理層認為具有高信貸質

management believes are of high credit quality.

素的中國大陸大型金融機構持有。

The Group trades only with recognised and creditworthy third parties.

本集團僅與獲認可及享有信譽的第三方

It is the Group’s policy that all customers who wish to trade on credit

人士交易。本集團的政策是，所有擬按

terms are subject to credit verification procedures. In addition,

信用條款交易的客戶須經過信用驗證程

receivable balances are monitored on an ongoing basis and the

序。此外，應收款項餘額均持續監控，

Group’s exposure to bad debts is not significant.

而本集團所承受的壞賬風險並不重大。

– F-238 –

二零一五年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

45. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (Continued)

45. 財務風險管理目的及政策 （續）

Credit risk (Continued)

信貸風險（續）

At the end of the reporting period, the Group had certain concentrations

於報告期末，本集團有若干信貸風險集

of credit risk as 4.32% and 28.24% (2014: 13.7% and 44.5%) of the

中之風險，因為本集團貿易應收款項

Group’s trade receivables were due from the Group’s largest customer

中，有 4.32% 及 28.24%（二零一四年：

and the five largest customers, respectively. All of these customers

13.7% 及 44.5%）乃分別為應收本集團

have good credit quality by taking into account of their credit history,

最大客戶及五大客戶款項。透過計及該

and a long-term business relationship has been established by both

等客戶的信貸歷史，所有該等客戶均擁

parties. The Group has delegated a team responsible for determination

有良好的信貸質素，且雙方已建立長期

of credit limits and monitoring procedures to ensure that there will be

的業務關係。本集團已委派一支團隊負

follow-up action to recover overdue debts.

責釐定信貸限額及監控程序，以確保將 採取後續行動收回逾期壞賬。

流動資金風險

Liquidity risk The Group monitors its risk to a shortage of funds using a recurring

本集團運用循環流動資金計劃工具監察

liquidity planning tool. This tool considers the maturity of both its

其資金短缺的風險。該工具計及其金融

financial instruments and financial assets (e.g., trade receivables) and

工具及金融資產（例如應收貿易款項）的

projected cash flows from operations.

到期日以及預計經營業務現金流量等因 素。

The liquidity of the Group is primarily dependent on its ability to

本集團的流動資金主要取決於在資金持

maintain a balance between continuity of funding and flexibility through

續性及其透過客戶付款與付款予供應商

the settlement from customers and the payment to vendors.

兩者的靈活性之間取得平衡的能力。

The maturity profile of the Group’s financial liabilities as at the end of

於報告期末，基於已訂約但未貼現的付

the reporting period, based on the contractual undiscounted payments,

款，本集團之金融負債到期情況如下：

is as follows:

– F-239 –

225 225

226 226

China Singyes Solar Technologies Holdings Limited Annual Report 2015

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

45. 財務風險管理目的及政策 （續）

45. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (Continued)

流動資金風險（續）

Liquidity risk (Continued) 3 to less

2015

二零一五年

Convertible bonds * Senior notes Interest-bearing bank and other loans Trade and bills payables Other payables and accruals

可換股債券* 優先票據 附息銀行及 其他貸款 應付貿易款項及 應付票據 其他應付款項 及應計款項

2014

二零一四年

Convertible bonds * Senior notes Interest-bearing bank and other loans Derivative financial instruments Trade and bills payables

可換股債券* 優先票據 附息銀行及 其他貸款 衍生金融工具

Other payables and accruals

*

應付貿易款項及 應付票據 其他應付款項 及應計款項

On demand

Less than 3 months

1 to 5 years

Beyond 5 years

Total

少於三個月 RMB’000 人民幣千元

than 12 months 三至少於 十二個月 RMB’000 人民幣千元

於要求時 RMB’000 人民幣千元

一至五年 RMB’000 人民幣千元

五年以上 RMB’000 人民幣千元

總計 RMB’000 人民幣千元

46,500 44,100

4,968 6,099

41,659 53,568

1,051,027 620,932

– –

1,144,154 724,699

49,343

530,981

544,330

1,369,077

456,095

2,949,826

448,972

281,000

173,531

–

–

903,503

125,161

–

–

–

–

125,161

714,076

823,048

813,088

3,041,036

456,095

5,847,343

18,473 4,833

4,968 –

41,532 44,100

1,097,655 643,367

– –

1,162,628 692,300

23,673

290,174

729,572

281,273

269,075

1,593,767

3,042

–

–

–

–

3,042

257,992

499,740

526,600

–

–

1,284,332

221,530

–

–

–

–

221,530

529,543

794,882

1,341,804

2,022,295

269,075

4,957,599

Conversion rights of the convertible bonds are not included in the table above as they will be settled through issuance of own shares.

– F-240 –

*

可換股債券的轉換權並無計入上表， 原因是其將透過發行自身股份而結算。

二零一五年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

45. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (Continued)

45. 財務風險管理目的及政策 （續）

Capital management

資本管理

The Group’s objectives of its capital management are to safeguard

本集團的資本管理目標是保全本集團持

the Group’s ability to continue as a going concern, so that it can

續經營的能力，以致其可繼續為股東提

continue to provide returns for the shareholders and benefits for other

供回報並為其他利益相關者提供福利，

stakeholders, and to provide an adequate return to shareholders by

並通過與風險水平相當的服務及產品的

pricing services and products commensurately with the level of risk.

定價向股東提供足夠回報。

The Group sets the amount of capital in proportion to risk. The Group

本集團按風險比例制訂資本金額。本集

manages its capital structure and makes adjustments to it in light of

團管理其資本結構並根據經濟狀況變動

changes in economic conditions and the risk characteristics of the

及相關資產的風險特點加以調整。為了

underlying assets. In order to maintain or adjust the capital structure,

維持或調整資本結構，本集團可調整已

the Group may adjust the amount of dividends paid to shareholders,

付股東的股息金額，向股東退還資本，

return capital to shareholders, issue new shares or sell assets to reduce

發行新股或出售資產以減債。

debts. The Group monitors capital using a gearing ratio, which is net debt

本集團以槓桿比率監控資本，該比率為

divided by total equity plus net debt. Net debt comprises trade and

淨債務除以總權益加淨債務。淨債務包

bills payables, bank advances for discounted bills, interest-bearing

括應付貿易款項及應付票據、貼現票據

bank and other loans, other payables and accruals, senior notes and

銀行貸款、附息銀行及其他貸款、其他

tax payable, less cash and cash equivalents and pledged deposits.

應付款項及應計款項、優先票據及應付

Capital includes convertible bonds and equity attributable to owners of

稅項，減去現金及現金等價物及抵押存

the Company.

款。資本包括可換股債券及本公司擁有 人應佔權益。

– F-241 –

227 227

228 228

China Singyes Solar Technologies Holdings Limited Annual Report 2015

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

45. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (Continued)

45. 財務風險管理目的及政策 （續）

Capital management (Continued)

資本管理（續）

The Group’s strategy is to maintain the gearing ratio at a healthy capital

本集團的策略是保持槓桿比率在穩健的

level in order to support its businesses. The principal strategies adopted

資本水平，以支持其業務。本集團採取

by the Group include, but are not limited to, reviewing future cash

的主要策略包括但不限於審閱未來現金

flow requirements and the ability to meet debt repayment schedules

流量要求和支付到期債務的能力，保持

when they fall due, maintaining a reasonable level of available banking

可用銀行融資在合理水平及調整投資計

facilities and adjusting investment plans and financing plans, if

劃和融資計劃（如需要），以確保本集團

necessary, to ensure that the Group has a reasonable level of capital to

擁有合理水平的資本支持其業務。於報

support its business. The gearing ratios as at the end of the reporting

告期末的槓桿比率如下：

periods were as follows: 2015

2014

二零一五年

二零一四年

RMB’000 人民幣千元

RMB’000 人民幣千元 1,284,332

Trade and bills payables

應付貿易款項及應付票據

903,503

Bank advances for discounted bills

貼現票據之銀行貸款

251,699

184,378

2,582,683

1,379,200

331,289

314,354

746,692

542,822

Interest-bearing bank and other loans 附息銀行及其他貸款 其他應付款項及應計款項 Other payables and accruals Senior notes

優先票據

Tax payable

應付所得稅

Less: cash and cash equivalents

減：現金及現金等價物

Less: pledged deposits

減：抵押存款

Net debt (A)

淨債務 (A)

Convertible bonds, the liability

可換股債券，負債部分

component Equity attributable to owners

12,747

17,628

(1,265,303)

(901,417)

(376,055)

(500,327)

3,187,255

2,320,970

634,017

589,131

3,424,622

3,139,986

本公司擁有人應佔權益

of the Company Adjusted capital

經調整資本

4,058,639

3,729,117

Capital and net debt (B)

資本及淨債務 (B)

7,245,894

6,050,087

Gearing ratio (A/B)

槓桿比率 (A/B)

44%

38%

– F-242 –

二零一五年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

46. EVENT AFTER THE REPORTING PERIOD

46. 報告期後事項

As at the date of approval of the financial statements, the Group has no

於財務報表批准日期，本集團並無需披

significant events after the reporting period that need to be disclosed.

露的報告期後重大事項。

47. 比較數字

47. COMPARATIVE AMOUNTS Certain comparative amounts have been reclassified to conform with

若干比較金額已重新分類，以符合本年

current year’s presentation.

度之呈列。

– F-243 –

229 229

230 230

China Singyes Solar Technologies Holdings Limited Annual Report 2015

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

48. STATEMENT OF FINANCIAL POSITION OF THE COMPANY

48. 本公司的財務狀況表

Information about the statement of financial position of the Company at

於報告期末，有關本公司的財務狀況表

the end of the reporting period is as follows:

資料如下：

2015 二零一五年 RMB’000 人民幣千元

2014 二零一四年 RMB’000 人民幣千元

NON-CURRENT ASSETS Property, plant and equipment Amounts due from subsidiaries Prepayments in advance Available-for-sale investments

非流動資產 物業、廠房及設備 應收附屬公司款項 預付款項 可供出售投資

21,028 2,919,293 – 33,515

14,878 1,900,333 789 11,878

Total non-current assets

非流動資產總值

2,973,836

1,927,878

CURRENT ASSETS Prepayments, deposits and other receivables Cash and cash equivalents

流動資產 預付款項、訂金及其他應收款項 現金及現金等價物

1,256 76,563

13 88,244

Total current assets

流動資產總值

77,819

88,257

CURRENT LIABILITIES Other payables and accruals Interest-bearing bank loans Amounts due to subsidiaries

流動負債 其他應付款項及應計款項 附息銀行貸款 應付附屬公司款項

45,423 61,095 24,370

37,112 959 74,808

Total current liabilities

流動負債總額

130,888

112,879

NET CURRENT LIABILITIES

流動負債淨額

(53,069)

(24,622)

TOTAL ASSETS LESS CURRENT LIABILITIES

資產總值減流動負債

NON-CURRENT LIABILITIES Convertible bond Interest-bearing bank loans Senior notes

非流動負債 可換股債券 附息銀行貸款 優先票據

Total non-current liabilities

非流動負債總額

Net assets

2,920,767

1,903,256

697,569 928,625 746,692

816,269 4,202 542,822

2,372,886

1,363,293

資產淨值

547,881

539,963

EQUITY Issued capital Reserves(note)

權益 已發行股本 儲備（附註）

46,443 501,438

46,466 493,497

Total equity

權益總額

547,881

539,963

– F-244 –

231 231

二零一五年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

48. 本公司的財務狀況表（續）

48. STATEMENT OF FINANCIAL POSITION OF THE COMPANY (Continued) Note:

附註：

A summary of the Company’s reserves is as follows:

本公司的儲備概要如下： Availablefor-sale

Share

investment

Share

Exchange

premium

revaluation

Contributed

option

fluctuation

Accumulated

account

reserve

surplus

reserve

reserve

losses

購股權

匯兌

可供出售投資

Total

股份溢價賬

重估儲備

繳入盈餘

儲備

波動儲備

累計虧損

總計

RMB’000

RMB’000

RMB’000

RMB’000

RMB’000

RMB’000

RMB’000

人民幣千元

人民幣千元

人民幣千元

人民幣千元

人民幣千元

人民幣千元

人民幣千元

一月一日

678,024

–

10,189

28,168

(37,433)

(177,422)

501,526

Profit for the year

本年度溢利

–

–

–

–

–

(19,924)

(19,924)

Other comprehensive

其他全面收益 –

–

–

–

2,131

–

2,131

–

–

–

–

2,131

(19,924)

(17,793)

9,415

–

–

–

–

–

9,415

4,430

–

–

(4,430)

–

–

–

(50,000)

–

50,000

–

–

–

–

–

–

(49,714)

–

–

48,954

(760)

–

–

–

1,109

–

–

1,109

641,869

–

10,475

24,847

(35,302)

(148,392)

493,497

At 1 January 2014

於二零一四年

income

Total comprehensive

本年度其他全面虧損

loss for the year Exercise of share options

行使購股權

Transfer to share option

行使購股權時

reserve upon the exercise of share options Transfer to contributed

轉移至購股權 儲備 轉移至繳入盈餘

surplus Final 2013 dividend declared Equity-settled share option

已宣派二零一三年 末期股息 股本結算購股權安排

arrangements

At 31 December 2014

於二零一四年 十二月三十一日

– F-245 –

232 232

China Singyes Solar Technologies Holdings Limited Annual Report 2015

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2015 二零一五年十二月三十一日

48. 本公司的財務狀況表（續）

48. STATEMENT OF FINANCIAL POSITION OF THE COMPANY (Continued) Note: (Continued)

附註：（續）

A summary of the Company’s reserves is as follows: (Continued)

本公司的儲備概要如下：（續）

股份溢價賬 RMB’000 人民幣千元

Availablefor-sale investment revaluation reserve 可供出售投資 重估儲備 RMB’000 人民幣千元

641,869

–

10,475

24,847

(35,302)

(148,392)

493,497

–

–

–

–

–

16,342

16,342

–

(5,228)

–

–

–

–

(5,228)

–

–

–

–

38,347

–

38,347

– (4,980) 2,468

(5,228) – –

– – –

– – –

38,347 – –

16,342 – –

49,461 (4,980) 2,468

1,207

–

–

(1,207)

–

–

–

(60,000)

–

60,000

–

–

–

–

–

–

–

10,415

–

–

10,415

–

–

(49,423)

–

–

–

(49,423)

580,564

(5,228)

21,052

34,055

3,045

(132,050)

501,438

Share premium account

At 1 January 2015

於二零一五年 一月一日

Profit for the year Change in fair value of available-for-sale investments, net of tax Other comprehensive income

本年度溢利 可供出售投資的 公平值變動， 扣除稅項 其他全面收益

Total comprehensive income for the year Repurchase of shares Exercise of share options Transfer to share option reserve upon the exercise of share options Transfer to contributed surplus Equity-settled share option arrangements 2014 final dividend declared

本年度全面收益總額

At 31 December 2015

購回股份 行使購股權 行使購股權時 轉移至購股權 儲備 轉移至繳入盈餘 股本結算購 股權安排 已宣派二零一四年 末期股息 於二零一五年 十二月三十一日

繳入盈餘 RMB’000 人民幣千元

Share option reserve 購股權 儲備 RMB’000 人民幣千元

Exchange fluctuation reserve 匯兌 波動儲備 RMB’000 人民幣千元

Contributed surplus

Accumulated losses

Total

累計虧損 RMB’000 人民幣千元

總計 RMB’000 人民幣千元

The share option reserve comprises the fair value of share options granted

購股權儲備包括已授出但尚未行使的購股權

which are yet to be exercised, as further explained in the accounting policy for

的公平值，進一步闡述見財務報表附註 2.4 有

share-based payments in note 2.4 to the financial statements. The amount will

關以股份為基礎的支付的會計政策。該款項

either be transferred to the share premium account when the related options are

將於相關期權獲行使時轉撥至股份溢價賬，

exercised, or be transferred to retained profits should the related options expire

或倘相關購股權屆滿或被沒收，則轉撥至保

or be forfeited.

留溢利。

49. APPROVAL OF THE FINANCIAL STATEMENTS

49. 批准財務報表

The financial statements were approved and authorised for issue by

財務報表於二零一六年三月三十日獲董

the board of directors on 30 March 2016.

事會批准及授權刊發。

– F-246 –

66

China Singyes Solar Technologies Holdings Limited Annual Report 2014

INDEPENDENT AUDITORS’ REPORT 獨立核數師報告

To the shareholders of China Singyes Solar Technologies Holdings Limited

致中國興業太陽能技術控股有限公司全體股東

（於百慕達註冊成立之有限責任公司）

(Incorporated in Bermuda with limited liability) We have audited the consolidated financial statements of China Singyes Solar

我們已審核載於第 68 頁至 200 頁的中國興業

Technologies Holdings Limited (the “Company”) and its subsidiaries (together,

太陽能技術控股有限公司（「貴公司」 ）及其附

the “Group”) set out on pages 68 to 200, which comprise the consolidated

屬公司（統稱「貴集團」 ）之綜合財務報表，此

and company statements of financial position as at 31 December 2014, and

等財務報表包括二零一四年十二月三十一日的

the consolidated statement of profit or loss and other comprehensive income,

綜合及公司財務狀況表與截至該日止年度的綜

the consolidated statement of changes in equity and the consolidated

合損益及其他全面收益表、綜合權益變動表及

statement of cash flows for the year then ended, and a summary of significant

綜合現金流量表以及主要會計政策概要和其他

accounting policies and other explanatory information.

附註解釋。

DIRECTORS’ RESPONSIBILITY FOR THE CONSOLIDATED FINANCIAL STATEMENTS

董事就綜合財務報表須承擔的責 任

The directors of the Company are responsible for the preparation of

貴公司董事須負責根據國際財務報告準則和香

consolidated financial statements that give a true and fair view in accordance

港公司條例的披露規定，編製及真實公平呈列

with International Financial Reporting Standards and the disclosure

綜合財務報表，及落實其認為編製綜合財務報

requirements of the Hong Kong Companies Ordinance, and for such internal

表所必要的內部控制，以使綜合財務報表不存

control as the directors determine is necessary to enable the preparation of

在由於欺詐或錯誤而導致的重大錯誤陳述。

consolidated financial statements that are free from material misstatement, whether due to fraud or error.

AUDITORS’ RESPONSIBILITY

核數師的責任

Our responsibility is to express an opinion on these consolidated financial

我們的責任是根據我們的審核對該等綜合財務

statements based on our audit. Our report is made solely to you, as a body, in

報表作出意見。我們的報告依據一九八一年百

accordance with section 90 of the Bermuda Companies Act 1981, and for no

慕達公司法第 90 條僅為全體股東編製，而並

other purpose. We do not assume responsibility towards or accept liability to

不可作其他目的。我們概不就本報告的內容對

any other person for the contents of this report.

其他任何人士負責或承擔責任。

– F-247 –

二零一四年年報 中國興業太陽能技術控股有限公司

INDEPENDENT AUDITORS’ REPORT 獨立核數師報告

We conducted our audit in accordance with Hong Kong Standards on

我們已根據香港會計師公會頒佈的香港審核準

Auditing issued by the Hong Kong Institute of Certified Public Accountants.

則的規定執行審核。這些準則要求我們遵守職

Those standards require that we comply with ethical requirements and plan

業道德規範，並規劃及執行審核，從而合理確

and perform the audit to obtain reasonable assurance about whether the

定此等綜合財務報表是否不存有任何重大錯誤

consolidated financial statements are free from material misstatement.

陳述。

An audit involves performing procedures to obtain audit evidence about

審核涉及執行程序以獲取有關綜合財務報表所

the amounts and disclosures in the consolidated financial statements. The

載金額和披露資料的審核證據。所選定的程序

procedures selected depend on the auditors’ judgement, including the

取決於核數師的判斷，包括評估由於欺詐或錯

assessment of the risks of material misstatement of the consolidated financial

誤而導致綜合財務報表存有重大錯誤陳述的

statements, whether due to fraud or error. In making those risk assessments,

風險。在評估該等風險時，核數師考慮與合併

the auditors consider internal control relevant to the entity’s preparation of

財務報表編制和公平列報相關的內部控制，以

consolidated financial statements that give a true and fair view in order to

設計適當的審核程序，但並非對公司的內部控

design audit procedures that are appropriate in the circumstances, but not

制的有效性發表意見。審核亦包括評價董事所

for the purpose of expressing an opinion on the effectiveness of the entity’s

採用的會計政策的合適性及作出的會計估計的

internal control. An audit also includes evaluating the appropriateness of

合理性，以及評價綜合財務報表的整體列報方

accounting policies used and the reasonableness of accounting estimates

式。

made by the directors, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and

我們相信，我們所獲得的審核證據充足且適當

appropriate to provide a basis for our audit opinion.

地為我們的審核意見提供基礎。

OPINION

意見

In our opinion, the consolidated financial statements give a true and fair view

我們認為，該等綜合財務報表已根據國際財務

of the state of affairs of the Company and of the Group as at 31 December

報告準則真實而公平地反映貴公司和貴集團於

2014, and of the Group’s profit and cash flows for the year then ended in

二零一四年十二月三十一日的財務狀況及截至

accordance with International Financial Reporting Standards and have been

該日止年度貴集團的溢利和現金流量，並已按

properly prepared in accordance with the disclosure requirements of the

照香港公司條例之披露規定妥為編製。

Hong Kong Companies Ordinance.

Ernst & Young

安永會計師事務所

Certified Public Accountants

執業會計師

Hong Kong

香港

30 March 2015

二零一五年三月三十日

– F-248 –

67

68

China Singyes Solar Technologies Holdings Limited Annual Report 2014

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME 綜合損益及其他全面收益表 Year ended 31 December 2014 截至二零一四年十二月三十一日止年度

REVENUE

收入

Cost of sales

銷售成本

Gross profit

毛利

2014

2013

二零一四年

二零一三年

Notes

RMB’000

RMB’000

附註

人民幣千元

人民幣千元

4

5,011,426

4,150,509

(3,962,402)

(3,162,109)

1,049,024

Other income and gains

其他收入及收益

Selling and distribution expenses

銷售及分銷開支

5

233,621

988,400 77,481

(88,988)

(75,664)

Administrative expenses

行政開支

(270,689)

(218,905)

Other expenses

其他開支

(101,851)

(33,902)

6

(237,923)

(110,904)

29

115,719

–

Finance costs

融資成本

Fair value gains on conversion

可換股債券轉換權

rights of convertible bonds

的公平值收益

PROFIT BEFORE TAX

除稅前溢利

7

698,913

626,506

Income tax expense

所得稅支出

10

(114,074)

(135,915)

PROFIT FOR THE YEAR

年內溢利

584,839

490,591

OTHER COMPREHENSIVE LOSS

其他全面虧損

Other comprehensive loss not to be

不會於隨後年度重新

reclassified to profit or loss in

分類至損益的其他

subsequent years:

全面虧損：

Exchange differences on translation of

換算財務報表的

financial statements

TOTAL COMPREHENSIVE INCOME

匯兌差額

(4,388)

(334)

本年度全面收益總額 580,451

FOR THE YEAR

– F-249 –

490,257

二零一四年年報 中國興業太陽能技術控股有限公司

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME 綜合損益及其他全面收益表 Year ended 31 December 2014 截至二零一四年十二月三十一日止年度

Profit attributable to:

2014

2013

二零一四年

二零一三年

Notes

RMB’000

RMB’000

附註

人民幣千元

人民幣千元

584,269

490,587

570

4

584,839

490,591

579,881

490,253

570

4

580,451

490,257

以下人士應佔溢利：

Owners of the Company

本公司擁有人

Non-controlling interests

非控股權益

11

Total comprehensive income attributable to: 以下人士應佔全面收益總額： Owners of the Company

本公司擁有人

Non-controlling interests

非控股權益

EARNINGS PER SHARE ATTRIBUTABLE

本公司普通股

TO ORDINARY EQUITY HOLDERS OF

權益持有人

THE COMPANY

應佔每股盈利

Basic

基本

Diluted

13

攤薄

13

RMB0.842

RMB0.752

人民幣 0.842 元

人民幣 0.752 元

RMB0.687

RMB0.737

人民幣 0.687 元

人民幣 0.737 元

Details of the dividends proposed for the year are disclosed in note 12 to the

本年度建議派付之股息詳情載於財務報表附註

financial statements.

12。

– F-250 –

69

70

China Singyes Solar Technologies Holdings Limited Annual Report 2014

CONSOLIDATED STATEMENT OF FINANCIAL POSITION 綜合財務狀況表 31 December 2014 二零一四年十二月三十一日

NON-CURRENT ASSETS

2014

2013

二零一四年

二零一三年

Notes

RMB’000

RMB’000

附註

人民幣千元

人民幣千元

非流動資產

Property, plant and equipment

物業、廠房及設備

14

3,455,071

2,680,214

Prepaid land lease payments

預付土地租賃款項

15

97,513

94,608

Intangible assets

無形資產

16

1,594

1,672

Payments in advance

預付款項

18

193,224

6,769

Deferred tax assets

遞延稅項資產

31

32,508

21,498

Available-for-sale equity investments

可供出售股本投資

19

12,258

29,418

Total non-current assets

非流動資產總值

3,792,168

2,834,179

CURRENT ASSETS

流動資產

Inventories

存貨

114,586

76,629

20

Construction contracts

建築合同

21

284,485

117,870

Trade and bills receivables

應收貿易款項及應收票據

22

2,192,235

1,801,263

Prepayments, deposits and

預付款項、訂金及 23

423,532

229,538

other receivables

其他應收款項

Pledged deposits

抵押存款

24

500,327

346,522

Cash and cash equivalents

現金及現金等價物

24

901,417

894,732

Total current assets

流動資產總值

4,416,582

3,466,554

CURRENT LIABILITIES

流動負債

Trade and bills payables

應付貿易款項及應付票據

25

1,284,332

1,292,961

Other payables and accruals

其他應付款項及應計款項

26

314,354

182,571

Derivative financial instruments

衍生金融工具

27

3,042

–

Bank advances for discounted bills

貼現票據之銀行貸款

41(a)

184,378

–

Interest-bearing bank and other loans

附息銀行及其他貸款

28

987,521

869,628

Tax payable

應付所得稅

17,628

33,276

Total current liabilities

流動負債總額

2,791,255

2,378,436

NET CURRENT ASSETS

流動資產淨值

1,625,327

1,088,118

TOTAL ASSETS LESS CURRENT

資產總值減流動負債 5,417,495

3,922,297

LIABILITIES

– F-251 –

二零一四年年報 中國興業太陽能技術控股有限公司

CONSOLIDATED STATEMENT OF FINANCIAL POSITION 綜合財務狀況表 31 December 2014 二零一四年十二月三十一日

NON-CURRENT LIABILITIES

2014

2013

二零一四年

二零一三年

Notes

RMB’000

RMB’000

附註

人民幣千元

人民幣千元

非流動負債

Convertible bonds

可換股債券

29

816,269

–

Senior notes

優先票據

30

542,822

–

Interest-bearing bank and other loans

附息銀行及其他貸款

28

391,679

681,281

Deferred tax liabilities

遞延稅項負債

31

86,860

86,860

Deferred income

遞延收益

32

439,273

555,044

Total non-current liabilities

非流動負債總額

2,276,903

1,323,185

Net assets

資產淨值

3,140,592

2,599,112

EQUITY

權益

Equity attributable to owners

本公司擁有人 33

46,466

46,247

應佔權益

of the Company

已發行股本

Issued capital Reserves

儲備

35

3,044,146

2,503,875

Proposed final dividend

擬派末期股息

12

49,374

48,954

3,139,986

2,599,076

606

36

3,140,592

2,599,112

Non-controlling interests

非控股權益

Total equity

權益總額

36

Liu Hongwei

Sun Jinli

劉紅維

孫金禮

Director

Director

董事

董事

– F-252 –

71

72

China Singyes Solar Technologies Holdings Limited Annual Report 2014

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 綜合權益變動表 Year ended 31 December 2014 截至二零一四年十二月三十一日止年度

Attributable to owners of the Company 本公司擁有人應佔 Difference arising from acquisition Safety

of non-

fund

controlling

Share

Statutory

Enterprise

Share

surplus

Exchange

interests*

Proposed

Non-

Issued

premium

reserve

expansion

option

reserve

fluctuation

收購

final

controlling

capital

account* Contributed

fund*

fund*

reserve*

安全

reserve*

Retained

非控股

dividend

股份

surplus*

法定

企業

購股權

基金盈餘

匯兌

profits*

權益產生

擬派

股本

溢價賬*

繳入盈餘*

儲備基金*

擴展基金*

儲備*

儲備

波動儲備*

保留溢利*

之差額*

末期股息

總計

權益

權益總額

RMB’000

RMB’000

RMB’000

RMB’000

RMB’000

RMB’000

RMB’000

RMB’000

RMB’000

RMB’000

RMB’000

RMB’000

RMB’000

RMB’000

已發行

Total

interests

Total

非控股

equity

人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元

At 1 January 2013

於二零一三年一月一日

Profit for the year

本年度溢利 本年度其他全面

Other comprehensive loss for the year:

虧損：

Exchange differences on:

以下的匯兌差額：

Translation of financial statements

換算財務報表

Total comprehensive income for the year 本年度全面收益總額 發行股份 Issue of shares Share issue expenses

股份發行開支

Exercise of share options

行使購股權

Transfer of share option reserve upon

行使購股權時轉移

the exercise of share options Equity-settled share option

購股權儲備

(note 33)

(note 35(a)) (note 35(b)) (note 35(c)) (note 35(d))

（附註33）

（附註35(a)） （附註35(b)） （附註35(c)） （附註35(d)）

42,606

399,615

7,036

70,983

28,179

48,544

–

3,472

1,206,614

2,100

35,921

1,845,070

6,842

1,851,912

–

–

–

–

–

–

–

–

490,587

–

–

490,587

4

490,591

–

–

–

–

–

–

–

(334)

–

–

–

(334)

–

(334)

–

–

–

–

–

–

–

(334)

490,587

–

–

490,253

4

490,257

2,454

253,900

–

–

–

–

–

–

–

–

–

256,354

–

256,354

–

(7,849)

–

–

–

–

–

–

–

–

–

(7,849)

–

(7,849)

1,187

49,870

–

–

–

–

–

–

–

–

–

51,057

–

51,057

–

22,488

–

–

–

(22,488)

–

–

–

–

–

–

–

–

股本結算購股權安排

arrangements (note 34)

（附註34）

–

–

–

–

–

2,112

–

–

–

–

–

2,112

–

2,112

Transfer from retained profits

轉移自保留溢利

–

–

–

1,198

599

–

–

–

(1,797)

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

116

116

–

–

5

–

–

–

–

–

–

–

–

5

(5)

–

Capital contribution from non-controlling 附屬公司非控股股東 shareholders of subsidiaries Change in ownership interests in

的出資 未喪失控制權的附屬公司

subsidiary without loss of control

擁有權變動

Acquisition of non-controlling interests

收購附屬公司的

of a subsidiary

非控股權益

Transfer to contributed surplus**

轉移至繳入盈餘**

Establishment for safety fund

設立安全基金盈餘儲備

surplus reserve Utilisation of safety fund surplus reserve 動用安全基金盈餘儲備 Final 2012 dividend declared(note 12)

–

–

–

–

–

–

–

–

(1,079)

–

(1,079)

(6,921)

(8,000)

(40,000)

40,000

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

63,002

–

(63,002)

–

–

–

–

–

–

–

–

–

–

–

(63,002)

–

63,002

–

–

–

–

–

–

–

(36,847)

–

–

–

–

–

35,921

–

(35,921)

(36,847)

–

(36,847)

–

–

–

–

–

–

–

–

(48,954)

–

48,954

–

–

–

46,247

678,024

10,194

72,181

28,778

28,168

–

3,138

1,682,371

1,021

–

2,599,076

36

2,599,112

已宣派二零一二年末期股息 （附註12）

Proposed final 2013 dividend (note 12) 擬派二零一三年末期股息 （附註12） At 31 December 2013

– –

於二零一三年 十二月三十一日

– F-253 –

73

二零一四年年報 中國興業太陽能技術控股有限公司

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 綜合權益變動表 Year ended 31 December 2014 截至二零一四年十二月三十一日止年度

Attributable to owners of the Company 本公司擁有人應佔

Share Issued premium capital account* Contributed 已發行 股份 surplus* 股本 溢價賬* 繳入盈餘* RMB’000 RMB’000 RMB’000 人民幣千元 人民幣千元 人民幣千元 (note 33) （附註33）

Safety fund Statutory Enterprise Share surplus Exchange reserve expansion option reserve fluctuation fund* fund* reserve* 安全 reserve* Retained 法定 企業 購股權 基金盈餘 匯兌 profits* 儲備基金* 擴展基金* 儲備* 儲備 波動儲備* 保留溢利* RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 (note 35(a)) (note 35(b)) (note 35(c)) (note 35(d)) （附註35(a)） （附註35(b)） （附註35(c)） （附註35(d)）

Difference arising from acquisition of noncontrolling interests* Proposed Non收購 final controlling 非控股 dividend interests Total 權益產生 擬派 Total 非控股 equity 之差額* 末期股息 總計 權益 權益總額 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元

At 1 January 2014

於二零一四年一月一日

46,247

678,024

10,194

72,181

28,778

28,168

–

Profit for the year Other comprehensive loss for the year: Exchange differences on: Translation of financial statements

本年度溢利 本年度其他全面虧損：

–

–

–

–

–

–

–

–

584,269

–

–

584,269

570

584,839

–

–

–

–

–

–

–

(4,388)

–

–

–

(4,388)

–

(4,388)

Total comprehensive income for the year Exercise of share options Transfer of share option reserve upon the exercise of share options Equity-settled share option arrangements (note 34) Transfer from retained profits Transfer to contributed surplus** Establishment for safety fund surplus reserve Utilisation of safety fund surplus reserve Final 2013 dividend declared(note 12)

本年度全面收益總額 行使購股權 行使購股權時轉移 購股權儲備 股本結算購股權安排 （附註34） 轉移自保留溢利 轉移至繳入盈餘** 設立安全基金盈餘儲備

– 219

– 9,415

– –

– –

– –

– –

– –

(4,388) –

584,269 –

– –

– –

579,881 9,634

570 –

580,451 9,634

–

4,430

–

–

–

(4,430)

–

–

–

–

–

–

–

–

– – –

– – (50,000)

– – 50,000

– 62,111 –

– 31,056 –

1,109 – –

– – –

– – –

– (93,167) –

– – –

– – –

1,109 – –

– – –

1,109 – –

– –

– –

– –

– –

– –

– –

73,448 (73,448)

– –

(73,448) 73,448

– –

– –

– –

– –

– –

–

–

(49,714)

–

–

–

–

–

48,954

–

(48,954)

(49,714)

–

(49,714)

–

–

–

–

–

–

–

–

(49,374)

–

49,374

–

–

–

46,466

641,869

10,480

134,292

59,834

24,847

–

(1,250) 2,173,053

1,021

以下的匯兌差額： 換算財務報表

動用安全基金盈餘儲備 已宣派二零一三年 末期股息（附註12） Proposed final 2014 dividend (note 12) 擬派二零一四年 末期股息（附註12）

At 31 December 2014

*

**

於二零一四年 十二月三十一日

3,138 1,682,371

1,021

48,954 2,599,076

49,374 3,139,986

36 2,599,112

606 3,140,592

These reserve accounts comprise the consolidated reserves of *

該等儲備賬目包括綜合財務狀況表內之綜合

RMB3,044,146,000 (31 December 2013: RMB2,503,875,000) in the

儲 備 人 民 幣 3,044,146,000 元（ 二 零 一 三 年

consolidated statement of financial position.

十二月三十一日：人民幣2,503,875,000元） 。

Pursuant to a resolution passed at the general meeting held on 28 May 2014, an **

根據於二零一四年五月二十八日舉行之股

amount of RMB50,000,000 was transferred from the share premium account

東 大 會 通 過 之 一 項 決 議 案， 金 額 人 民 幣

to the contributed surplus. Under the Companies Act 1981 of Bermuda, a

50,000,000 元 自 股 份 溢 價 賬 轉 移 至 繳 入 盈

company may make distributions to its shareholders out of the contributed

餘。根據一九八一年百慕達公司法，公司可 在若干情況下從繳入盈餘中向其股東作出分

surplus under certain circumstances.

派。

– F-254 –

74

China Singyes Solar Technologies Holdings Limited Annual Report 2014

CONSOLIDATED STATEMENT OF CASH FLOWS 綜合現金流量表 Year ended 31 December 2014 截至二零一四年十二月三十一日止年度

2014 二零一四年 RMB’000 人民幣千元

2013 二零一三年 RMB’000 人民幣千元

698,913

626,506

14

110,910

64,299

15 16 16

2,183 687 –

2,014 797 1,063

14 22 23

6,747 278 1,693

– – –

27

3,042

–

Notes 附註 運營活動產生的 CASH FLOWS FROM OPERATING 現金流量 ACTIVITIES 除稅前溢利 Profit before tax 就以下項目作出調整： Adjustments for: 折舊 Depreciation 預付土地租賃款項攤銷 Amortisation of prepaid land lease payments 無形資產攤銷 Amortisation of intangible assets Impairment loss on intangible assets 無形資產減值虧損 物業、廠房及 Impairment loss on property, 設備減值虧損 plant and equipment 應收貿易款項減值虧損 Impairment loss on trade receivables 其他應收款項減值虧損 Impairment loss on other receivables 衍生金融工具的 Fair value loss on derivative 公平值虧損 financial instruments 可換股債券轉換權的 Fair value gains on conversion rights of 公平值收益 convertible bonds 股本結算購股權開支 Equity-settled share option expense 出售物業、廠房及 Loss on disposal of items of property, 設備項目的虧損 plant and equipment 出售可供出售股本投資 Gain on disposal of an available-for-sale 的收益 equity investment 未變現外匯 Unrealised foreign exchange （收益）╱虧損淨額 (gains)/losses, net 利息收入 Interest income 從損益扣除的可換股 Issue expenses of convertible bonds 債券發行開支 charged to profit or loss 撥至損益的遞延收入 Deferred income released to profit or loss 融資成本 Finance costs

Increase in inventories Increase in construction contracts Increase in trade and bills receivables Increase in prepayments, deposits and other receivables (Decrease)/increase in trade and bills payables Increase in other payables and accruals Income tax paid

存貨增加 建築合同增加 應收貿易款項及應收票據增加 預付款項、訂金及 其他應收款項增加 應付貿易款項及應付票據 （減少）╱增加 其他應付款項及應計款項增加 已付所得稅

Net cash flows (used in)/from operating activities

運營活動現金（流出）╱流入 淨額

– F-255 –

29 34

(115,719) 1,109

– 2,112

7

72,747

5

(1,315)

5

447 (23,713)

2,318 (6,669)

7 5 6

10,102 (155,685) 237,923

– (53,169) 110,904

850,349

778,680

(37,957) (166,615) (378,634)

(13,245) (69,030) (519,819)

(205,537)

(125,688)

(8,629) 31,351 (140,732)

777,596 25,779 (103,624)

(56,404)

28,505 –

750,649

二零一四年年報 中國興業太陽能技術控股有限公司

CONSOLIDATED STATEMENT OF CASH FLOWS 綜合現金流量表 Year ended 31 December 2014 截至二零一四年十二月三十一日止年度

Notes 附註

2014 二零一四年 RMB’000 人民幣千元

2013 二零一三年 RMB’000 人民幣千元

(1,184,040) (609)

(1,331,803) (400)

CASH FLOWS FROM INVESTING ACTIVITIES Purchase of items of property, plant and equipment Purchase of intangible assets Proceeds from disposal of an available-for-sale equity investment Proceeds from disposal of items of property, plant and equipment Receipt from maturity of pledged deposits Placement of pledged deposits Interest received Receipt of government grants related to assets

投資活動產生的現金流量 購買物業、 廠房及設備項目 購買無形資產 出售可供出售股本 投資所得款項 出售物業、廠房及設備 所得款項 抵押存款到期所得款項 存入抵押存款 已收利息 收取與資產相關的 政府補助

Net cash flows used in investing activities

投資活動現金流出淨額

(1,169,257)

(1,059,098)

Net cash flows before financing activities

融資活動前的現金流出淨額

(1,225,661)

(308,449)

CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issue of shares Share issue expenses Net proceeds from issue of convertible bonds Net proceeds from issue of senior notes Capital contribution from non-controlling shareholders of subsidiaries Increase in an amount due to a non-controlling shareholder of a subsidiary Proceeds from exercise of share options Proceeds from bank and other loans Repayment of bank and other loans Proceeds from bank advances for discounted bills Repayment of bank advances for discounted bills Payment of other financing costs Dividends paid Interest paid

融資活動產生的現金流量 發行股份所得款項 股份發行開支 發行可換股債券所得款項淨額 發行優先票據所得款項淨額 附屬公司非控股股東的出資

Net cash flows from financing activities

18,475 99,711 1,341,101 (1,494,906) 11,097 39,914

– – 902,597 542,327 –

– 20,000 634,120 (765,822) 6,669 378,138

256,354 (7,849) – – 116

應付一間附屬公司 非控股股東款項增加 行使購股權所得款項 銀行及其他貸款所得款項 銀行及其他貸款之償還 貼現票據銀行貸款所得款項

17,153 9,634 1,252,620 (1,464,614) 234,378

9,828 51,057 1,577,653 (1,233,178) –

貼現票據銀行貸款之償還 支付其他融資成本 已付股息 已付利息 融資活動現金流入淨額

– F-256 –

(50,000) (6,845) (49,714) (159,031) 1,228,505

– (11,658) (36,847) (98,898) 506,578

75

76

China Singyes Solar Technologies Holdings Limited Annual Report 2014

CONSOLIDATED STATEMENT OF CASH FLOWS 綜合現金流量表 Year ended 31 December 2014 截至二零一四年十二月三十一日止年度

NET INCREASE IN CASH AND

RMB’000

RMB’000

附註

人民幣千元

人民幣千元

2,844

198,129

894,732

698,088

現金及現金等價物增加淨額 年初之現金及現金等價物

beginning of year Effect of foreign exchange rate changes, net 匯率變動的影響，淨額 CASH AND CASH EQUIVALENTS AT END

(103)

(1,485)

年末之現金及現金等價物

OF YEAR

ANALYSIS OF BALANCES OF CASH AND

2013 二零一三年

Notes

CASH EQUIVALENTS Cash and cash equivalents at

2014 二零一四年

897,473

894,732

901,417

894,732

901,417

894,732

現金及現金等價物結餘分析

CASH EQUIVALENTS Cash and bank balances

現金及銀行結餘

Cash and cash equivalents as stated in

財務狀況表所述現金

the statement of financial position

及現金等價物

Bank overdrafts

銀行透支

Cash and cash equivalents as stated in

現金流量表所述現金

the statement of cash flows

24

及現金等價物

– F-257 –

28

(3,944)

897,473

–

894,732

二零一四年年報 中國興業太陽能技術控股有限公司

STATEMENT OF FINANCIAL POSITION 財務狀況表 31 December 2014 二零一四年十二月三十一日

Notes 附註

2014 二零一四年 RMB’000 人民幣千元

2013 二零一三年 RMB’000 人民幣千元

14,878 1,900,333 789 11,878

15,287 1,120,039 – 11,838

1,927,878

1,147,164

13 – 88,244

– 27,035 6,631

88,257

33,666

37,112 74,808 959

16,129 44,348 945 61,422

NON-CURRENT ASSETS Property, plant and equipment Investments in subsidiaries Prepayment in advance An available-for-sale equity investment

非流動資產 物業、廠房及設備 於附屬公司的投資 預付款項 可供出售股本投資

Total non-current assets

非流動資產總值

CURRENT ASSETS Prepayments, deposits and other receivables Pledged deposits Cash and cash equivalents

流動資產 預付款項、訂金及 其他應收款項 抵押存款 現金及現金等價物

Total current assets

流動資產總值

CURRENT LIABILITIES Other payables and accruals Due to subsidiaries Interest-bearing bank loans

流動負債 其他應付款項及應計款項 應付附屬公司款項 附息銀行貸款

Total current liabilities

流動負債總額

112,879

NET CURRENT LIABILITIES

流動負債淨額

(24,622)

14 17 19

24 24

26 17 28

TOTAL ASSETS LESS CURRENT LIABILITIES 總資產減流動負債 NON-CURRENT LIABILITIES Convertible bonds Senior notes Interest-bearing bank loans

非流動負債 可換股債券 優先票據 附息銀行貸款

Total non-current liabilities

非流動負債總額

Net assets

淨資產

EQUITY Issued capital Reserves Proposed final dividend

權益 已發行股本 儲備 擬派末期股息

Total equity

權益總額

Liu Hongwei

29 30 28

33 35 12

1,903,256

1,119,408

816,269 542,822 4,202

– – 522,681

1,363,293

522,681

539,963

596,727

46,466 444,123 49,374

46,247 501,526 48,954

539,963

596,727

Sun Jinli

劉紅維

孫金禮

Director

Director

董事

董事

– F-258 –

(27,756)

77

78

China Singyes Solar Technologies Holdings Limited Annual Report 2014

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

1. 公司資料

1. CORPORATE INFORMATION China Singyes Solar Technologies Holdings Limited (the “Company”)

中國興業太陽能技術控股有限公司（「本

was incorporated as an exempted company with limited liability in

公司」 ）於二零零三年十月二十四日於百

Bermuda on 24 October 2003. The registered office of the Company

慕達註冊成立為獲豁免有限責任公司。

is located at Clarendon House, 2 Church Street, Hamilton HM 11,

本公司的註冊辦事處地址為 Clarendon

Bermuda. The principal place of business of the Company is located at

House, 2 Church Street, Hamilton HM

Unit 3108, 31st Floor, China Merchants Tower, Shun Tak Center, 168-

11, Bermuda。本公司主要營業地址位

200 Connaught Road Central, Hong Kong.

於香港干諾道中 168-200 號信德中心招 商局大廈 31 樓 3108 室。

During the year, the Company and its subsidiaries (collectively

年內，本公司及其附屬公司（統稱為「本

referred to as the “Group”) were principally engaged in the design,

集團」 ）主要從事傳統幕牆及光伏建築一

manufacture, supply and installation of conventional curtain walls and

體化系統設計、製造、供應及安裝，以

building integrated photovoltaic systems, as well as the manufacture

及太陽能產品製造及銷售。年內，本集

and sale of solar power products. There were no significant changes in

團主要業務的性質並無重大轉變。

the nature of the Group’s principal activities during the year. In the opinion of the directors, the parent and the ultimate holding

董事認為，本公司的母公司及最終控

company of the Company is Strong Eagle Holdings Limited, which is

股公司為於英屬處女群島註冊成立的

incorporated in the British Virgin Islands.

Strong Eagle Holdings Limited。

2.1 編製基準

2.1 BASIS OF PREPARATION These financial statements have been prepared in accordance with

本財務報表的編製基準為國際財務報告

International Financial Reporting Standards (“IFRSs”), which comprise

準則（「國際財務報告準則」），其中包括

standards and interpretations approved by the International Accounting

經國際會計準則理事會（「國際會計準則

Standards Board (the “IASB”) and International Accounting Standards

理事會」 ）批准的準則及詮釋及經國際會

(“IASs”) and Standing Interpretations Committee interpretations

計準則委員會批准且仍然生效的國際會

approved by the International Accounting Standards Committee that

計準則（「國際會計準則」）及常務詮釋委

remain in effect. These financial statements also comply with the

員會的詮釋。本財務報表亦符合香港公

applicable disclosure requirements of the Hong Kong Companies

司條例中有關編製財務報表的適用披露

Ordinance relating to the preparation of financial statements, which

規定。按照香港公司條例（法例第 622

for this financial year and the comparative period continue to be those

章）第 9 部「賬目及核數」 （載於該條例附

of the predecessor Companies Ordinance (Cap. 32), in accordance

表 11 第 76 至 87 條）的過渡性及保留安

with transitional and saving arrangements for Part 9 of the Hong Kong

排，就本財政年度及比較期間而言，公

Companies Ordinance (Cap. 622), “Accounts and Audit”, which are

司條例仍然指前身公司條例（法例第 32

set out in sections 76 to 87 of Schedule 11 to that Ordinance. The

章）。本財務報表乃按歷史成本慣例編

financial statements have been prepared under the historical cost

製，惟衍生金融工具及可換股債券的轉

convention, except for derivative financial instruments and conversion

換權按公平值計量。除另有訂明外，本

rights of convertible bonds which have been measured at fair value.

財務報表均以人民幣（「人民幣」）呈報

These financial statements are presented in Renminbi (“RMB”) and

及所有價值均四捨五入至最接近的千位

all values are rounded to the nearest thousand except when otherwise

數。

indicated.

– F-259 –

二零一四年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

2.1 BASIS OF PREPARATION (Continued)

2.1 編製基準（續） 綜合基準

Basis of consolidation The consolidated financial statements include the financial statements

綜合財務報表包括本公司及其附屬公司

of the Company and its subsidiaries for the year ended 31 December

於截至二零一四年十二月三十一日止年

2014. The financial statements of the subsidiaries are prepared for the

度的財務報表。附屬公司的財務報表已

same reporting period as the Company, using consistent accounting

按與本公司相同的報告期採用一致會計

policies. The results of subsidiaries are consolidated from the date on

政策編製。附屬公司業績自本集團取得

which the Group obtains control, and continue to be consolidated until

控制權之日起綜合入賬，並將繼續綜合

the date that such control ceases.

入賬直至終止該項控制權之日為止。

Profit or loss and each component of other comprehensive income

損益及其他全面收益的各項目歸本集團

are attributed to the owners of the parent of the Group and to the non-

母公司擁有人及非控股權益，即使該結

controlling interests, even if this results in the non-controlling interests

果會導致非控股權益結餘出現虧絀。與

having a deficit balance. All intra-group assets and liabilities, equity,

本集團成員公司間的交易相關的所有集

income, expenses and cash flows relating to transactions between

團內資產及負債、股權、收益、開支及

members of the Group are eliminated in full on consolidation.

現金流量於綜合入賬時全部抵銷。

The Group reassesses whether or not it controls an investee if facts

倘有事實及情況顯示下列有關附屬公司

and circumstances indicate that there are changes to one or more of

的會計政策所述三項控制因素中有一項

the three elements of control described in the accounting policy for

或多項出現變化，則本集團會重新評估

subsidiaries below. A change in the ownership interest of a subsidiary,

其是否對投資對象擁有控制權。如附屬

without a loss of control, is accounted for as an equity transaction.

公司擁有權權益出現變化，但未有喪失 控制權，則會入賬列作權益交易。

If the Group loses control over a subsidiary, it derecognises (i) the

倘本集團失去對一間附屬公司的控制

assets (including goodwill) and liabilities of the subsidiary, (ii) the

權，則其終止確認 (i) 該附屬公司的資產

carrying amount of any non-controlling interest and (iii) the cumulative

（包括商譽）及負債、(ii) 任何非控股權益

translation differences recorded in equity; and recognises (i) the

的賬面值及 (iii) 於權益內記錄的累計匯

fair value of the consideration received, (ii) the fair value of any

兌差額；並確認 (i) 所收代價的公平值、

investment retained and (iii) any resulting surplus or deficit in profit

(ii) 任何投資所保留的公平值及 (iii) 損益

or loss. The Group’s share of components previously recognised in

賬中任何因此產生的盈餘或虧絀。本集

other comprehensive income is reclassified to profit or loss or retained

團應佔先前於其他全面收益確認的部分

earnings, as appropriate, on the same basis as would be required if the

會根據就猶如本集團直接出售相關資產

Group had directly disposed of the related assets or liabilities.

或負債規定的相同基準，按適用情況重 新分類至損益或保留盈利。

– F-260 –

79

80

China Singyes Solar Technologies Holdings Limited Annual Report 2014

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

2.2 CHANGES IN ACCOUNTING POLICIES AND DISCLOSURES

2.2 會計政策變動及披露

The Group has adopted the following revised standards and new

於本年度的財務報表中，本集團首次採

interpretation for the first time for the current year’s financial

納下列經修訂準則及新詮釋。

statements. Amendments to IFRS 10,

國際財務報告準則第10號、

Investment Entities

投資實體

國際財務報告準則第12號及

IFRS 12 and IAS 27

國際會計準則第27號修訂 Amendments to IAS 32

Offsetting Financial Assets and Financial Liabilities

國際會計準則第32號修訂

抵銷金融資產及金融負債

Amendments to IAS 36

Recoverable Amount Disclosures for Non-Financial

國際會計準則第36號修訂

非金融資產的可收回金額披露

Amendments to IAS 39

Novation of Derivatives and Continuation of Hedge

國際會計準則第39號修訂

衍生工具更替及對沖會計延續

IFRIC 21

Levies

國際財務報告準則詮釋委員會

徵費

Amendment to IFRS 2

Definition of Vesting Condition1

國際財務報告準則第2號修訂

Assets Accounting 詮釋第21號 （計入二零一零年至

included in Annual

二零一二年周期的年度

Improvements 2010-2012

改進）

Cycle Amendment to IFRS 3 included in Annual

1

歸屬條件的界定 1

Accounting for Contingent Consideration in

國際財務報告準則第3號修訂 （計入二零一零年至

1

a Business Combination

Improvements 2010-2012

二零一二年周期的年度

Cycle

改進 ） 1

Effective from 1 July 2014

業務合併中或然代價的 會計處理 1

於二零一四年七月一日起生效

Other than explained below regarding the impact of amendments

除下文所解釋關於國際會計準則第 36 號

to IAS 36, the adoption of the above revised standards and new

修訂的影響外，採納上述經修訂準則及

interpretation has had no significant financial effect on these financial

新詮釋並無對該等財務報表產生任何重

statements.

大財務影響。

– F-261 –

二零一四年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

2.2 CHANGES IN ACCOUNTING POLICIES AND DISCLOSURES (Continued) The IAS 36 Amendments remove the unintended disclosure

2.2 會計政策變動及披露 （續） 國際會計準則第 36 號修訂剔除了國際

requirement made by IFRS 13 on the recoverable amount of a cash-

財務報告準則第 13 號關於須對並無出

generating unit which is not impaired. In addition, the amendments

現減值的現金產生單位的可收回金額作

require the disclosure of the recoverable amounts for the assets

出無意披露的規定。此外，有關修訂要

or cash-generating units for which an impairment loss has been

求披露於報告期間內已確認或撥回減值

recognised or reversed during the reporting period, and expand the

虧損的資產或現金產生單位的可收回金

disclosure requirements regarding the fair value measurement for

額，並擴大了對按公平值減出售成本計

these assets or units if their recoverable amounts are based on fair

量可收回金額的資產或單位之公平值計

value less costs of disposal. Disclosures of the recoverable amounts for

量的披露規定。本集團已減值現金產生

the Group’s impaired cash-generating units are included in note 14 to

單位可收回金額的披露載於財務報表附

the financial statements.

註 14。

2.3 NEW AND REVISED IFRSs AND NEW DISCLOSURE REQUIREMENTS UNDER THE HONG KONG COMPANIES ORDINANCE NOT YET ADOPTED

2.3 尚未採納的新訂及經修訂國 際財務報告準則以及香港公 司條例的新披露規定

The Group has not applied the following new and revised IFRSs,

本集團並未於本財務報表中應用下列已

which have been issued but are not yet effective, in these financial

頒佈但尚未生效的新訂及經修訂國際財

statements.

務報告準則。

IFRS 9

Financial Instruments4

Amendments to IFRS 10

Sale or Contribution of Assets between an

and IAS 28

2

Investor and its Associate or Joint Venture

國際財務報告準則第9號

金融工具 4

國際財務報告準則第10號及

投資者與其聯營公司或

國際會計準則第28號修訂

合營企業之間的資產銷售 或注資 2

Amendments to IFRS 10, IFRS 12 and IAS 27

Investment Entities: Applying the Consolidation 2

國際財務報告準則第10號、

投資實體：應用綜合例外情況 2

國際財務報告準則第12號及

Exception

國際會計準則第27號修訂 Amendments to IFRS 11

Accounting for Acquisitions of Interests in Joint

國際財務報告準則第11號修訂 收購共同經營權益的會計處理 2

Operations2 IFRS 14

Regulatory Deferral Accounts5

國際財務報告準則第14號

監管遞延賬戶 5

IFRS 15

Revenue from Contracts with Customers3

國際財務報告準則第15號

來自與客戶合約的收入 3

– F-262 –

81

82

China Singyes Solar Technologies Holdings Limited Annual Report 2014

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

2.3 尚未採納的新訂及經修訂國 際財務報告準則以及香港公 司條例的新披露規定（續）

2.3 NEW AND REVISED IFRSs AND NEW DISCLOSURE REQUIREMENTS UNDER THE HONG KONG COMPANIES ORDINANCE NOT YET ADOPTED (Continued) Amendments to IAS 1

Disclosure Initiative2

Amendments to IAS 16

Clarification of Acceptable Methods of

and IAS 38 Amendments to IAS 16

國際會計準則第1號修訂

披露措施 2

國際會計準則第16號及

澄清可接納的折舊及攤銷方法 2

2

國際會計準則第38號修訂

Depreciation and Amortisation 2

國際會計準則第16號及

Agriculture: Bearer Plants

國際會計準則第41號修訂

and IAS 41 Amendments to IAS 19

農業：生產性作物 2

1

Defined Benefit Plans: Employee Contributions

國際會計準則第19號修訂

界定福利計劃：僱員供款 1

Amendments to IAS 27

Equity Method in Separate Financial Statements

國際會計準則第27號修訂

獨立財務報表中的權益法 2

Annual Improvements

Amendments to a number of IFRSs1

二零一零年至二零一二年

多項國際財務報告準則的修訂 1

2

周期的年度改進

2010-2012 Cycle Annual Improvements

1

Amendments to a number of IFRSs

二零一一年至二零一三年 周期的年度改進

2011-2013 Cycle Annual Improvements

多項國際財務報告準則的修訂 1

2

Amendments to a number of IFRSs

二零一二年至二零一四年

多項國際財務報告準則的修訂 2

周期的年度改進

2012-2014 Cycle

於二零一四年七月一日或之後開始的

1

Effective for annual periods beginning on or after 1 July 2014

1

2

Effective for annual periods beginning on or after 1 January 2016

2

於二零一六年一月一日或之後開始的

3

Effective for annual periods beginning on or after 1 January 2017

3

於二零一七年一月一日或之後開始的

4

Effective for annual periods beginning on or after 1 January 2018

4

5

Effective for an entity that first adopts IFRSs for its annual financial

5

年度期間生效 年度期間生效 年度期間生效 於二零一八年一月一日或之後開始的 年度期間生效 就於二零一六年一月一日或之後開始

statements beginning on or after 1 January 2016 and therefore is not

的年度財務報表首次採納國際財務報

applicable to the Group

告準則之實體生效，因此不適用於本 集團

In addition, the Hong Kong Companies Ordinance (Cap. 622) will

此外，香港公司條例（法例第 622 章）將

affect the presentation and disclosure of certain information in the

影響截至二零一五年十二月三十一日止

consolidated financial statements for the year ending 31 December

年度的綜合財務報表中若干資料的呈報

2015. The Group is in the process of making an assessment of the

及披露。本集團正在評估該等變動的影

impact of these changes.

響。

Further information about those IFRSs that are expected to be

有關預期適用於本集團的國際財務報告

applicable to the Group is as follows:

準則的進一步資料如下：

– F-263 –

二零一四年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

2.3 NEW AND REVISED IFRSs AND NEW DISCLOSURE REQUIREMENTS UNDER THE HONG KONG COMPANIES ORDINANCE NOT YET ADOPTED (Continued) In July 2014, the IASB issued the final version of IFRS 9, bringing together all phases of the financial instruments project to replace IAS 39 and all previous versions of IFRS 9. The standard introduces new requirements for classification and measurement, impairment and hedge accounting. The Group expects to adopt IFRS 9 from 1 January 2018. The Group expects that the adoption of IFRS 9 will have an impact on the classification and measurement of the Group’s financial assets. Further information about the impact will be available nearer the implementation date of the standard.

IFRS 15 establishes a new five-step model that will apply to revenue arising from contracts with customers. Under IFRS 15, revenue is recognised at an amount that reflects the consideration to which an entity expects to be entitled in exchange for transferring goods or services to a customer. The principles in IFRS 15 provide a more structured approach for measuring and recognising revenue. The standard also introduces extensive qualitative and quantitative disclosure requirements, including disaggregation of total revenue, information about performance obligations, changes in contract asset and liability account balances between periods and key judgements and estimates. The standard will supersede all current revenue recognition requirements under IFRSs. The Group expects to adopt IFRS 15 on 1 January 2017 and is currently assessing the impact of IFRS 15 upon adoption.

Amendments to IAS 16 and IAS 38 clarify the principle in IAS 16 and IAS 38 that revenue reflects a pattern of economic benefits that are generated from operating business (of which the asset is part) rather than the economic benefits that are consumed through the use of the asset. As a result, a revenue-based method cannot be used to depreciate property, plant and equipment and may only be used in very limited circumstances to amortise intangible assets. The amendments are to be applied prospectively. The amendments are not expected to have any impact on the financial position or performance of the Group upon adoption on 1 January 2016 as the Group has not used a revenue-based method for the calculation of depreciation of its non-current assets.

– F-264 –

2.3 尚未採納的新訂及經修訂國 際財務報告準則以及香港公 司條例的新披露規定（續） 於二零一四年七月，國際會計準則理事 會頒佈國際財務報告準則第 9 號的最終 版本，將金融工具項目的所有階段集中 在一起以代替國際會計準則第 39 號及 全部先前版本的國際財務報告準則第 9 號。該準則引入分類及計量、減值及對 沖會計法的新規定。本集團預期自二零 一八年一月一日起採納國際財務報告準 則第 9 號。本集團預期採納國際財務報 告準則第 9 號將對本集團金融資產的分 類及計量產生影響。有關影響的進一步 資料將於接近該準則的實施日期提供。 國際財務報告準則第 15 號建立一個新的 五步模式，將應用於自客戶合約產生的 收益。根據國際財務報告準則第 15 號， 收益按能反映實體預期就交換向客戶轉 讓貨物或服務而有權獲得的代價金額確 認。國際財務報告準則第 15 號的原則 為計量及確認收益提供更加系統化的方 法。該準則亦引入廣泛的定性及定量披 露規定，包括分拆收益總額，關於履行 責任、不同期間之間合約資產及負債賬 目結餘的變動以及主要判斷及估計的資 料。該準則將取代國際財務報告準則項 下所有現時收益確認的規定。本集團預 期於二零一七年一月一日採納國際財務 報告準則第 15 號，目前正評估採納國際 財務報告準則第 15 號的影響。 國際會計準則第 16 號及國際會計準則第 38 號的修訂釐清國際會計準則第 16 號 及國際會計準則第 38 號的原則，即收 益反映經營業務（其中資產是一部分）所 產生的經濟利益模式，而不是透過使用 資產所耗費的經濟利益。因此，收益法 不能用於折舊物業、廠房及設備，而僅 可在非常有限的情況下用以攤銷無形資 產。該等修訂只對未來適用。由於本集 團並無使用收益法計算其非流動資產的 折舊，故該等修訂於二零一六年一月一 日獲採納後，預期不會對本集團的財務 狀況或業績產生任何影響。

83

84

China Singyes Solar Technologies Holdings Limited Annual Report 2014

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

2.4 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2.4 主要會計政策概要

Subsidiaries

附屬公司

A subsidiary is an entity (including a structured entity), directly or

附屬公司為本公司直接或間接控制的實

indirectly, controlled by the Company. Control is achieved when the

體（包括結構性實體）。當本集團對參

Group is exposed, or has rights, to variable returns from its involvement

與投資對象業務的浮動回報承擔風險或

with the investee and has the ability to affect those returns through

享有權利以及能透過對投資對象的權力

its power over the investee (i.e., existing rights that give the Group the

（如本集團獲賦予現有能力以主導投資

current ability to direct the relevant activities of the investee).

對象相關活動的既存權利）影響該等回 報時，即取得控制權。

When the Company has, directly or indirectly, less than a majority

倘本公司直接或間接擁有少於投資對象

of the voting or similar rights of an investee, the Group considers all

大多數投票或類似權利的權利，則本集

relevant facts and circumstances in assessing whether it has power

團於評估其是否擁有對投資對象的權力

over an investee, including:

時會考慮一切相關事實及情況，包括：

(a)

(a)

the contractual arrangement with the other vote holders of the

與投資對象其他投票持有人的合 約安排；

investee; (b)

rights arising from other contractual arrangements; and

(b)

其他合約安排所產生的權利；及

(c)

the Group’s voting rights and potential voting rights.

(c)

貴集團的投票權及潛在投票權。

The results of subsidiaries are included in the Company’s profit or loss

附屬公司之業績按已收及應收股息計入

to the extent of dividends received and receivable. The Company’s

本公司的損益內。本公司於附屬公司的

investments in subsidiaries are stated at cost less any impairment losses.

投資按成本扣除任何減值虧損入帳。

Fair value measurement

公平值計量

The Group measures its derivative financial instruments and conversion

本集團按各報告期末的公平值計量其衍

rights of convertible bonds at fair value at the end of each reporting

生金融工具及可換股債券的轉換權。公

period. Fair value is the price that would be received to sell an asset

平值指於計量日期之市場參與者之間之

or paid to transfer a liability in an orderly transaction between market

有序交易中，就出售資產所收取之價格

participants at the measurement date. The fair value measurement

或轉讓負債所支付之價格。公平值計量

is based on the presumption that the transaction to sell the asset or

乃基於假設出售資產或轉讓負債之交易

transfer the liability takes place either in the principal market for the

於資產或負債之主要市場，或在未有主

asset or liability, or in the absence of a principal market, in the most

要市場之情況下，則於資產或負債之最

advantageous market for the asset or liability. The principal or the most

有利市場進行。主要或最有利市場須位

advantageous market must be accessible by the Group. The fair value

於本集團能到達之地方。資產或負債之

of an asset or a liability is measured using the assumptions that market

公平值乃使用市場參與者為資產或負債

participants would use when pricing the asset or liability, assuming that

定價所用之假設計量（假設市場參與者

market participants act in their economic best interest.

依照彼等之最佳經濟利益行事） 。

– F-265 –

二零一四年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

2.4 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

2.4 主要會計政策概要（續）

Fair value measurement (Continued)

公平值計量（續）

A fair value measurement of a non-financial asset takes into account

非金融資產之公平值計量乃經計及一名

a market participant’s ability to generate economic benefits by using

市場參與者透過使用其資產之最高及最

the asset in its highest and best use or by selling it to another market

佳用途或透過將資產出售予將使用其最

participant that would use the asset in its highest and best use.

高及最佳用途之另一名市場參與者而能 夠產生經濟利益之能力。

The Group uses valuation techniques that are appropriate in the

本集團使用適用於不同情況之估值技

circumstances and for which sufficient data are available to measure

術，而其有足夠數據計量公平值，以盡

fair value, maximising the use of relevant observable inputs and

量利用相關可觀察輸入數據及盡量減少

minimising the use of unobservable inputs.

使用不可觀察輸入數據。

All assets and liabilities for which fair value is measured or disclosed in

於財務報表計量或披露公平值之所有資

the financial statements are categorised within the fair value hierarchy,

產及負債，均根據對公平值計量整體而

described as follows, based on the lowest level input that is significant

言屬重要之最低層輸入數據在下述公平

to the fair value measurement as a whole:

值等級架構內進行分類：

Level 1 – based on quoted prices (unadjusted) in active markets for

第一層 － 按同等資產或負債於活躍市 場之報價（未經調整）計算

identical assets or liabilities Level 2 – based on valuation techniques for which the lowest level

第二層 － 按估值技巧計算（藉此直接

input that is significant to the fair value measurement is

或間接可觀察對公平值計量

observable, either directly or indirectly

而言屬重要之最低層輸入數

Level 3 – based on valuation techniques for which the lowest level input that is significant to the fair value measurement is

據） 第三層 － 按估值技巧計 算（藉此觀察 不到對公平值計量而言屬重

unobservable

要之最低層輸入數據） For assets and liabilities that are recognised in the financial statements

就按經常性基準於財務報表確認之資產

on a recurring basis, the Group determines whether transfers have

及負債而言，本集團於每個報告期末通

occurred between levels in the hierarchy by reassessing categorisation

過重新評估分類（基於對公平值計量整

(based on the lowest level input that is significant to the fair value

體而言屬重大之最低層輸入數據）以決

measurement as a whole) at the end of each reporting period.

定等級架構內各層之間是否有轉移。

– F-266 –

85

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China Singyes Solar Technologies Holdings Limited Annual Report 2014

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

2.4 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

2.4 主要會計政策概要（續）

Impairment of non-financial assets

非金融資產的減值

Where an indication of impairment exists, or when annual impairment

倘出現減值跡象或須對資產（不包括存

testing for an asset is required (other than inventories, construction

貨、建築合同資產及金融資產）進行年

contract assets and financial assets), the asset’s recoverable amount

度減值測試，則會估計資產的可收回金

is estimated. An asset’s recoverable amount is the higher of the asset’s

額。資產的可收回金額乃資產或現金產

or cash-generating unit’s value in use and its fair value less costs of

生單位使用價值與其公平值減出售成

disposal, and is determined for an individual asset, unless the asset

本兩者中的較高者，並且就個別資產釐

does not generate cash inflows that are largely independent of those

定，如果資產並不產生大部分獨立於其

from other assets or groups of assets, in which case the recoverable

他資產及資產組合的現金流入，在該情

amount is determined for the cash-generating unit to which the asset

況下，可收回金額則按資產所屬的現金

belongs.

產生單位釐定。

An impairment loss is recognised only if the carrying amount of an

只有資產的賬面金額超過其可收回金額

asset exceeds its recoverable amount. In assessing value in use, the

時，減值虧損方予確認。評估使用價值

estimated future cash flows are discounted to their present value using

時，估計未來現金流量採用反映當前市

a pre-tax discount rate that reflects current market assessments of the

場對貨幣時間價值及該項資產的特有風

time value of money and the risks specific to the asset. An impairment

險的稅前折現率貼現為現值。減值虧損

loss is charged to profit or loss in the period in which it arises in those

乃於產生期間計入損益賬中與減值資產

expense categories consistent with the function of the impaired asset.

相應的費用類別。

An assessment is made at the end of each reporting period as to

於每個報告期末評估是否有跡象顯示過

whether there is an indication that previously recognised impairment

往已確認的減值虧損可能已不再存在或

losses may no longer exist or may have decreased. If such an

可能減少。倘出現該等跡象，則會估計

indication exists, the recoverable amount is estimated. A previously

資產的可收回金額。只有在用以釐定資

recognised impairment loss of an asset other than goodwill is reversed

產（商譽除外）的可收回金額的估計方法

only if there has been a change in the estimates used to determine the

出現變動時，方會撥回該資產過往已確

recoverable amount of that asset, but not to an amount higher than

認的減值虧損，但撥回的金額不可超逾

the carrying amount that would have been determined (net of any

假設過往年度並無就該項資產確認減值

depreciation/amortisation) had no impairment loss been recognised

虧損而釐定的賬面值（扣除任何折舊╱

for the asset in prior years. A reversal of such an impairment loss is

攤銷）。撥回的減值虧損乃於其產生期

credited to profit or loss in the period in which it arises.

間計入損益。

– F-267 –

二零一四年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

2.4 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

2.4 主要會計政策概要（續）

Related parties

關連方

A party is considered to be related to the Group if:

在以下情況下，一方將被視為本集團的 關連方：

(a)

the party is a person or a close member of that person’s family

(a)

有關方為一名人士或該人士之關

and that person

係密切家庭成員，而該人士：

(i)

has control or joint control over the Group;

(i)

控制或共同控制本集團；

(ii)

has significant influence over the Group; or

(ii)

對本集團有重大影響；或

(iii)

is a member of the key management personnel of the

(iii)

為本集團或本集團母公司的 主要管理人員的其中一名成

Group or of a parent of the Group;

員； 或

or (b)

the party is an entity where any of the following conditions

(b)

該方為實體而符合下列任何一項

applies:

條件：

(i)

(i)

the entity and the Group are members of the same group;

該實體與本集團屬同一集團 之成員公司；

(ii)

one entity is an associate or joint venture of the other

(ii)

該實體為另一家實體的聯營

entity (or of a parent, subsidiary or fellow subsidiary of the

公司或合營企業（或另一家

other entity);

實體的母公司、附屬公司或 同系附屬公司）；

(iii)

the entity and the Group are joint ventures of the same

(iii)

(iv)

該實體與本集團均為同一第 三方的合營企業；

third party; one entity is a joint venture of a third entity and the other

(iv)

該實體為第三方實體的合營 企業，而另一家實體則為該

entity is an associate of the third entity;

第三方實體的聯營公司；

– F-268 –

87

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China Singyes Solar Technologies Holdings Limited Annual Report 2014

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

2.4 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

2.4 主要會計政策概要（續）

Related parties (Continued)

關連方（續）

(b)

(b)

the party is an entity where any of the following conditions

該方為實體而符合下列任何一項

applies: (Continued)

條件：（續）

(v)

(v)

(vi)

the entity is a post-employment benefit plan for the benefit

關連之實體就僱員利益設立

Group;

的離職福利計劃；

the entity is controlled or jointly controlled by a person

(vi)

該實體受 (a) 項所界定人士 控制或受共同控制；及

identified in (a); and (vii)

實體為本集團或與本集團有

of employees of either the Group or an entity related to the

a person identified in (a)(i) has significant influence

(vii)

於 (a)(i) 項 所 識 別 人 士 對 該

over the entity or is a member of the key management

實體有重大影響力或屬該實

personnel of the entity (or of a parent of the entity).

體（或該實體的母公司）主 要管理層成員。

Property, plant and equipment and depreciation

物業、廠房及設備與折舊

Property, plant and equipment, other than construction in progress,

除在建工程以外，物業、廠房及設備按

are stated at cost less accumulated depreciation and any impairment

成本減累計折舊及任何減值虧損列賬。

losses. The cost of an item of property, plant and equipment comprises

一項物業、廠房及設備項目的成本包括

its purchase price and any directly attributable costs of bringing the

其購買價及將資產達至運作狀況及位

asset to its working condition and location for its intended use.

置，以作其預定用途所產生的任何直接 應計成本。

Expenditure incurred after items of property, plant and equipment have

物業、廠房及設備項目開始運作後所產

been put into operation, such as repairs and maintenance, is normally

生的開支，如維修保養，一般於產生期

charged to profit or loss in the period in which it is incurred. In

間在損益中扣除。若滿足確認標準，則

situations where the recognition criteria are satisfied, the expenditure

重大檢查的開支會於資產賬面值中資本

for a major inspection is capitalised in the carrying amount of the

化作為替換。 若須定期替換大部份物

asset as a replacement. Where significant parts of property, plant

業、廠房及設備，則本集團會按特定可

and equipment are required to be replaced as intervals, the Group

使用年期確認該部份為個別資產，並據

recognises such parts as individual assets with specific useful lives and

此作出折舊。

depreciates them accordingly.

– F-269 –

二零一四年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

2.4 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

2.4 主要會計政策概要（續）

Property, plant and equipment and depreciation (Continued)

物業、廠房及設備與折舊（續）

Depreciation is calculated on the straight-line basis to write off the cost

各項物業、廠房及設備折舊乃以直線法

of each item of property, plant and equipment to its residual value (nil

按其估計可使用年期撇銷其成本至其剩

to 5% of cost) over its estimated useful life. The estimated useful lives

餘價值，即零至 5% 的成本。物業、廠

of property, plant and equipment are as follows:

房及設備的估計可使用年期如下：

Land and buildings

50 years

Plant and machinery

5-10 years

Motor vehicles

5 years

Office equipment and furniture

3-5 years

Photovoltaic power station

25 years

土地及樓宇 機器設備 汽車 辦公設備及傢具 光伏電站

50 年 5-10 年 5年 3-5 年 25 年

Where parts of an item of property, plant and equipment have different

當一項物業、廠房及設備的各部分有不

useful lives, the cost of that item is allocated on a reasonable basis

同可使用年期時，該項目的成本乃按合

among the parts and each part is depreciated separately. Residual

理基準在各部分之間分配，而各部分乃

values, useful lives and the depreciation method are reviewed, and

個別地折舊。剩餘價值、可使用年期及

adjusted if appropriate, at least at each financial year end.

折舊方法至少應於各財政年結日復核， 並作出調整（如適當）。

An item of property, plant and equipment including any significant part

物業、廠房及設備項目包括任何初始確

initially recognised is derecognised upon disposal or when no future

認的主要部分於出售或預期其使用或出

economic benefits are expected from its use or disposal. Any gain or

售不會帶來未來經濟利益時終止確認。

loss on disposal or retirement recognised in profit or loss in the year the

因出售或報廢而於該資產終止確認年度

asset is derecognised is the difference between the net sales proceeds

的損益賬內確認的任何盈虧乃有關資產

and the carrying amount of the relevant asset.

出售所得款項淨額與賬面值的差額。

Construction in progress represents property, plant and equipment

在建工程指正在建築中的物業、廠房及

under construction, which are stated at cost less any impairment

設備，乃以成本值減任何減值虧損列

losses, and is not depreciated. Cost comprises the direct costs of

賬，且並無計提折舊。成本包括建築期

construction and capitalised borrowing costs on related borrowing

間的直接建築成本及建築期間有關借款

funds during the period of construction. Construction in progress

的資本化借貸成本。在建工程於完工及

is reclassified to the appropriate category of property, plant and

可作使用時，將重新分類至物業、廠房

equipment when completed and ready for use.

及設備之適當類別。

– F-270 –

89

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China Singyes Solar Technologies Holdings Limited Annual Report 2014

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

2.4 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

2.4 主要會計政策概要（續）

Intangible assets

無形資產

Intangible assets acquired separately are measured on initial

另行收購的無形資產於初始確認時按成

recognition at cost. The useful lives of intangible assets are assessed

本列賬。無形資產的可使用年期評估為

to be either finite or indefinite. Intangible assets with finite lives are

有限或無限。年期有限的無形資產於可

subsequently amortised over the useful economic life and assessed for

使用經濟年期內攤銷，並於有跡象顯示

impairment whenever there is an indication that the intangible asset

無形資產可能出現減值時評估減值，可

may be impaired. The amortisation period and the amortisation method

使用年期有限的無形資產的攤銷年期及

for an intangible asset with a finite useful life are reviewed at least at

攤銷方法至少於各財政年結日審閱一

each financial year end.

次。

Software purchased is stated at cost less any impairment losses and is

購買的軟件按成本減任何減值虧損列

amortised on the straight-line basis over its estimated useful life of five

賬，並以直線法按五年的估計可使用年

years.

期內攤銷。

Operating rights represent rights to operate solar power water heating

經營權指由若干學校許可之太陽能熱水

systems granted by certain schools and are stated at cost less any

系統經營權，按成本減任何減值虧損列

impairment losses and are amortised on the straight-line basis over

賬，並於估計可使用年期 7 至 10 年按直

their estimated useful lives of 7 to 10 years

線法攤銷。

Research and development costs

研究及開發成本

All research costs are charged to profit or loss as incurred.

所有研究成本於產生時計入損益。

Expenditure incurred on projects to develop new products is

開發新產品項目產生的開支，僅在本集

capitalised and deferred only when the Group can demonstrate the

團能夠證明以下各項時，方予以資本化

technical feasibility of completing the intangible asset so that it will

及遞延，即：完成無形資產以供使用或

be available for use or sale, its intention to complete and its ability

出售的技術可行性；本集團完成資產的

to use or sell the asset, how the asset will generate future economic

意圖及其使用或出售該資產的能力；資

benefits, the availability of resources to complete the project and the

產日後如何產生經濟利益；能否獲得完

ability to measure reliably the expenditure during the development.

成該項目的資源，以及在開發過程中可

Product development expenditure which does not meet these criteria

靠計量開支的能力。不符合這些標準的

is expensed when incurred.

產品開發開支將於產生時確認為費用。

– F-271 –

二零一四年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

2.4 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

2.4 主要會計政策概要（續）

Operating leases

經營租約

Leases where substantially all the rewards and risks of ownership of

凡資產擁有權的絕大部分回報及風險仍

assets remain with the lessor are accounted for as operating leases.

歸出租人所有的租約，均列作經營租

Where the Group is the lessee, rentals payable under operating leases,

約。倘本集團為承租人，根據經營租約

net of any incentives received from the lessor, are charged to profit or

的應付租金在扣除自出租人收取的任何

loss on the straight-line basis over the lease terms.

租金優惠後，按直線法於租賃期內於損 益內扣除。

Prepaid land lease payments under operating leases are initially stated

經營租約項下的預付土地租賃款項首先

at cost and subsequently recognised on the straight-line basis over the

以成本列值，其後以直線法於租賃期內

lease terms.

確認。

When the lease payments cannot be allocated reliably between the

當租賃款項未能於土地及樓宇之間可靠

land and buildings elements, the entire lease payments are included in

分配時，整份租賃款項乃作為物業、廠

the cost of the land and buildings as a finance lease in property, plant

房及設備之融資租約，計入土地及樓宇

and equipment.

之成本。

Investments and other financial assets

投資及其他金融資產

Initial recognition and measurement

初始確認及計量

Financial assets are classified, at initial recognition, as financial assets

金融資產於初始確認時分類為按公平值

at fair value through profit or loss, loans and receivables and available-

計入損益之金融資產、貸款及應收款項

for-sale financial investments, as appropriate. When financial assets

及可供出售金融投資（如適當）。金融資

are recognised initially, they are measured at fair value plus transaction

產初始確認時，乃按公平值加上收購金

costs that are attributable to the acquisition of the financial assets,

融資產應佔的交易成本計量，惟按公平

except in the case of financial assets recorded at fair value through

值計入損益之金融資產除外。

profit or loss. All regular way purchases and sales of financial assets are recognised

金融資產之所有一般買賣都在交易日確

on the trade date, that is, the date that the Group commits to purchase

認，即本集團承諾購買或出售資產之日

or sell the asset. Regular way purchases or sales are purchases or

期。一般買賣指在一般市場規則或慣例

sales of financial assets that require delivery of assets within the period

指定的期限內交付金融資產之購買或銷

generally established by regulation or convention in the marketplace.

售。

Subsequent measurement

後續計量

The subsequent measurement of financial assets depends on their

金融資產後續計量取決於其以下分類：

classification as follows:

– F-272 –

91

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China Singyes Solar Technologies Holdings Limited Annual Report 2014

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

2.4 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

2.4 主要會計政策概要（續）

Investments and other financial assets (Continued)

投資及其他金融資產（續）

Loans and receivables

貸款及應收款項

Loans and receivables are non-derivative financial assets with fixed

貸款及應收款項是屬於非衍生性質的金

or determinable payments that are not quoted in an active market.

融資產，以固定或可斟酌釐定的方式付

After initial measurement, such assets are subsequently measured

款（並非在活躍市場上提供報價） 。於初

at amortised cost using the effective interest rate method less any

始計量後，該等資產其後以實際利息法

allowance for impairment. Amortised cost is calculated by taking into

按攤銷成本減任何減值撥備計量。攤銷

account any discount or premium on acquisition and includes fees or

成本乃於計及收購之任何折讓或溢價而

costs that are an integral part of the effective interest rate. The effective

計算，並包括構成實際利率不可分開部

interest rate amortisation is included in other income and gains in profit

分之費用或成本。實際利率攤銷列入損

or loss. The loss arising from impairment is recognised in profit or loss

益的「其他收入及收益」。減值虧損於損

in finance costs for loans and in other expenses for receivables.

益的貸款「融資成本」及應收款項「其他 開支」內確認。

Available-for-sale financial investments

可供出售金融投資

Available-for-sale financial investments are non-derivative financial

可供出售金融投資乃非上市股本證券中

assets in unlisted equity investments. Equity investments classified

被指定的非衍生金融資產。分類為可供

as available for sale are those which are neither classified as held for

銷售之股本投資為既非持作銷售亦非按

trading nor designated as at fair value through profit or loss.

公平值計入損益的股本投資。

After initial recognition, available-for-sale financial investments are

於初始確認後，可供出售金融投資其後

subsequently measured at fair value, with unrealised gains or losses

以公平值計量，未變現盈虧於可供出售

recognised as other comprehensive income in the available-for-sale

投資重估儲備確認為其他全面收益，直

investment revaluation reserve until the investment is derecognised,

至投資被終止確認（屆時累計損益於損

at which time the cumulative gain or loss is recognised in profit or loss

益的「其他收益」確認），或直至投資被

in other income, or until the investment is determined to be impaired,

釐定為減值（屆時累計損益從可供出售

when the cumulative gain or loss is reclassified from the available-

投資重估儲備重新分類至損益的「其他

for-sale investment revaluation reserve to profit or loss in other

開支」）。持有可供出售金融投資時所賺

expenses. Interest and dividends earned whilst holding the available-

取的利息及股息分別呈列為利息收入及

for-sale financial investments are reported as interest income and

股息收入，並根據下列「收入確認」所

dividend income, respectively and are recognised in profit or loss as

載的政策於損益內確認為「其他收益」 。

other income in accordance with the policies set out for “Revenue recognition” below.

– F-273 –

二零一四年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

2.4 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

2.4 主要會計政策概要（續）

Investments and other financial assets (Continued)

投資及其他金融資產（續）

Available-for-sale financial investments (Continued)

可供出售金融投資（續）

When the fair value of unlisted equity investments cannot be reliably

如非上市股本投資基於下列原因而不能

measured because (a) the variability in the range of reasonable fair

可靠地計量公平值，(a) 就該投資的合

value estimates is significant for that investment or (b) the probabilities

理公平值估計範圍幅度過大；或 (b) 範

of the various estimates within the range cannot be reasonably

圍內的若干估計可能性無法合理評估及

assessed and used in estimating fair value, such investments are

用以估計其公平值，則該等投資乃以成

stated at cost less any impairment losses.

本減任何減值虧損列賬。

The Group evaluates whether the ability and intention to sell its

本集團評估在短期內出售其可供出售金

available-for-sale financial assets in the near term are still appropriate.

融資產的能力及意圖是否依然適合。當

When, in rare circumstances, the Group is unable to trade these

本集團由於市場不活躍而無法買賣金融

financial assets due to inactive markets, the Group may elect to

資產，本集團可能在極少數情況下選擇

reclassify these financial assets if management has the ability and

重新分類該等金融資產（倘管理層有能

intention to hold the assets for the foreseeable future or until maturity.

力及意圖在可見將來持有該等資產或持 有至到期）。

For a financial asset reclassified from the available-for-sale category,

就從可供出售類別重新分類出來的金融

the fair value carrying amount at the date of reclassification becomes

資產而言，於重新分類日期之公平值賬

its new amortised cost and any previous gain or loss on that asset that

面值變為金融資產之新攤銷成本，而該

has been recognised in equity is amortised to profit or loss over the

資產先前於權益中確認的任何盈虧乃使

remaining life of the investment using the effective interest rate. Any

用實際利率於投資的餘下年期內攤銷至

difference between the new amortised cost and the maturity amount

損益。新攤銷成本與到期金額之間的任

is also amortised over the remaining life of the asset using the effective

何差額亦將使用實際利率於資產的餘下

interest rate. If the asset is subsequently determined to be impaired,

年期內攤銷。若資產其後被釐定為減

then the amount recorded in equity is reclassified to profit or loss.

值，則記錄於權益的款額會重新分類至 損益。

– F-274 –

93

94

China Singyes Solar Technologies Holdings Limited Annual Report 2014

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

2.4 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

2.4 主要會計政策概要（續）

Derecognition of financial assets

終止確認金融資產

A financial asset (or, where applicable, a part of a financial asset or part

在下列情況下，一項金融資產（可適用

of a group of similar financial assets) is derecognised (i.e., removed

於某項金融資產的一部分，或一組同類

from the Group’s consolidated statement of financial position) when:

金融資產的一部分）需要終止確認（即自 本集團綜合財務狀況表移除）：

t


UIF
SJHIUT
UP
SFDFJWF
DBTI
GMPXT
GSPN
UIF
BTTFU
IBWF
FYQJSFE
PS

t


從資產獲取現金流量的權利已經 屆滿；或

t


UIF
(SPVQ
IBT
USBOTGFSSFE
JUT
SJHIUT
UP
SFDFJWF
DBTI
GMPXT
GSPN


t


本集團已轉讓獲取資產產生的現

the asset, or has assumed an obligation to pay the received cash

金流的權利，或已根據一項「過

flows in full without material delay to a third party under a “pass-

手」安排承擔責任，在無重大延

through” arrangement; and either (a) the Group has transferred

誤的情況下，將有關現金流量全

substantially all the risks and rewards of the asset, or (b) the

數付予第三方；及本集團 (a) 轉讓

Group has neither transferred nor retained substantially all the

了與此項資產相關的大部分風險

risks and rewards of the asset, but has transferred control of the

與回報，或 (b) 並無轉讓或保留該 項資產絕大部分風險和回報，但

asset.

已轉讓該項資產的控制權。 When the Group has transferred its rights to receive cash flows from

當本集團已轉讓其收取該項資產所得現

an asset or has entered into a pass-through arrangement, it evaluates

金流量的權利或已訂立轉手安排，其將

if and to what extent it has retained the risk and rewards of ownership

評估是否保留該項資產之絕大部分風險

of the assets. When it has neither transferred nor retained substantially

和回報，當其並無轉讓或保留該項資產

all the risks and rewards of the asset nor transferred control of the

的絕大部分風險和回報，且並無轉讓該

asset, the Group continues to recognise the transferred asset to the

項資產的控制權，本集團會持續按本集

extent of the Group’s continuing involvement. In that case, the Group

團持續涉及該項轉讓資產的程度確認該

also recognises an associated liability. The transferred asset and the

項資產。於該情況下，本集團亦確認相

associated liability are measured on a basis that reflects the rights and

關負債。已轉讓資產及相關負債乃按反 映本集團保留的權利及義務的基準計

obligations that the Group has retained.

量。 Continuing involvement that takes the form of a guarantee over the

所轉讓資產擔保形式的持續參與，以資

transferred asset is measured at the lower of the original carrying

產原賬面值與本集團可能被要求支付的

amount of the asset and the maximum amount of consideration that

最高代價金額中的較低者計量。

the Group could be required to pay.

– F-275 –

二零一四年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

2.4 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

2.4 主要會計政策概要（續）

Impairment of financial assets

金融資產減值

The Group assesses at the end of each reporting period whether there

在每個報告期末時，本集團評估是否有

is objective evidence that a financial asset or group of financial assets

客觀證據證明金融資產或一組金融資產

is impaired. An impairment exists if one or more events that occurred

減值。當資產初始確認後發生的一件或

after the initial recognition of the asset have an impact on the estimated

多件事件對能可靠估量的金融資產或一

future cash flows of the financial asset or the group of financial

組金融資產的估計未來現金流量產生影

assets that can be reliably estimated. Evidence of impairment may

響，則金融資產或一組金融資產被視為

include indications that a debtor or a group of debtors is experiencing

減值。減值證據將會包括有跡象表明債

significant financial difficulty, default or delinquency in interest or

務人或一組債務人正在經歷重大財政困

principal payments, the probability that they will enter bankruptcy or

難、違約或拖欠利息或本金、將進入破

other financial reorganisation and observable data indicating that there

產或其他財務重組之可能性，及顯示估

is a measurable decrease in the estimated future cash flows, such as

計未來現金流量之可衡量下降的可觀察

changes in arrears or economic conditions that correlate with defaults.

數據，如與違約相關的拖欠和經濟狀況 的變化。

Financial assets carried at amortised cost

以攤銷成本列賬的金融資產

For financial assets carried at amortised cost, the Group first assesses

對於以攤銷成本列賬的金融資產而言，

whether impairment exists individually for financial assets that are

本集團首先個別評估個別重大金融資

individually significant, or collectively for financial assets that are not

產，或集體評估非個別重大金融資產是

individually significant. If the Group determines that no objective

否存在減值。若本集團決定個別評估金

evidence of impairment exists for an individually assessed financial

融資產，無論重大與否，不存在任何減

asset, whether significant or not, it includes the asset in a group of

值的客觀證據，本集團便將這些資產包

financial assets with similar credit risk characteristics and collectively

括在具有類似信用風險特徵的金融資產

assesses them for impairment. Assets that are individually assessed for

組並集體評估減值與否。已作個別減值

impairment and for which an impairment loss is, or continues to be,

評估且資產減值損失被確認或將繼續被

recognised are not included in a collective assessment of impairment.

確認之資產不包括在集體評估減值內。

The amount of any impairment loss identified is measured as the

識別出的任何減值虧損金額按資產的賬

difference between the asset’s carrying amount and the present value

面金額與估計未來現金流量現值的差額

of estimated future cash flows (excluding future credit losses that have

（不包括尚未發生的未來信貸虧損）計

not yet been incurred). The present value of the estimated future cash

算。估計未來現金流量的現值按金融資

flows is discounted at the financial asset’s original effective interest rate

產的原實際利率（即初始確認時之實際

(i.e., the effective interest rate computed at initial recognition).

利率）貼現。

– F-276 –

95

96

China Singyes Solar Technologies Holdings Limited Annual Report 2014

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

2.4 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

2.4 主要會計政策概要（續）

Impairment of financial assets (Continued)

金融資產減值（續）

Financial assets carried at amortised cost (Continued)

以攤銷成本列賬的金融資產（續）

The carrying amount of the asset is reduced through the use of an

該資產的賬面值可通過使用撥備賬沖

allowance account and the loss is recognised in profit or loss. Interest

減，而有關的虧損則在損益中確認。利

income continues to be accrued on the reduced carrying amount and

息收入繼續以減少後賬面金額累計，並

is accrued using the rate of interest used to discount the future cash

採取就計量減值虧損用以貼現未來現金

flows for the purpose of measuring the impairment loss. Loans and

流量的利率累計。未來收回不現實之情

receivables together with any associated allowance are written off when

況下，貸款及應收款項連同任何相關撥

there is no realistic prospect of future recovery and all collateral has

備則被註銷，所有抵押品已變現或轉讓

been realised or has been transferred to the Group.

予本集團。

If, in a subsequent period, the amount of the estimated impairment

倘於隨後期間，由於減值確認後某一事

loss increases or decreases because of an event occurring after the

件之發生，估計減值虧損金額增加或減

impairment was recognised, the previously recognised impairment loss

少，則先前確認之減值虧損通過調整撥

is increased or reduced by adjusting the allowance account. If a write-

備賬增加或減少。倘註銷於其後收回，

off is later recovered, the recovery is credited to other expenses in

該收回計入損益的「其他開支」。

profit or loss. Assets carried at cost

按成本列賬的資產

If there is objective evidence that an impairment loss has been

如有客觀證據表明因公平值無法可靠計

incurred on an unquoted equity instrument that is not carried at fair

量而並非按公平值列賬的無報價股本投

value because its fair value cannot be reliably measured, or on a

資或與該無報價股本投資掛鈎且必須透

derivative asset that is linked to and must be settled by delivery of such

過交付該無報價股本投資而結算的衍生

an unquoted equity instrument, the amount of the loss is measured as

資產已出現減值虧損，則虧損金額按該

the difference between the asset’s carrying amount and the present

資產賬面值與按類似金融資產現行市場

value of estimated future cash flows discounted at the current market

回報率貼現的估計未來現金流量的現值

rate of return for a similar financial asset. Impairment losses on these

之間的差額計量。該等資產的減值虧損

assets are not reversed.

不可撥回。

– F-277 –

二零一四年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

2.4 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

2.4 主要會計政策概要（續）

Financial liabilities

金融負債

Initial recognition and measurement

初始確認和計量

Financial liabilities are classified, at initial recognition, as financial

金融負債於初始確認時分類為按公平值

liabilities at fair value through profit or loss, and loans and borrowings,

計入損益之金融負債、貸款及借款（如

as appropriate.

適用）。

All financial liabilities are recognised initially at fair value and, in the

所有金融負債初始按公平值確認，如屬

case of loans and borrowings, net of directly attributable transaction

貸款及借貸，則扣除直接應佔交易成

costs.

本。

The Group’s financial liabilities included trade and other payables,

本集團的金融負債包括貿易及其他應付

derivative financial instruments, bank advances for discounted bills,

款項、衍生金融工具、貼現票據銀行貸

convertible bonds, senior notes and interest-bearing bank and other

款、可換股債券、優先票據以及附息銀

loans.

行及其他貸款。

Subsequent measurement

後續計量

The subsequent measurement of financial liabilities depends on their

金融負債的後續計量取決於其如下歸

classification as follows:

類：

Loans and borrowings

貸款及借款

After initial recognition, interest-bearing loans and borrowings are

經初始確認後，附息貸款及借款其後以

subsequently measured at amortised cost, using the effective interest

攤銷成本計量，除非折現影響並不重

rate method unless the effect of discounting would be immaterial, in

大，否則採用實際利率法，反之，則按

which case they are stated at cost. Gains and losses are recognised in

成本入賬。負債終止確認時，或通過實

profit or loss when the liabilities are derecognised as well as through

際利率攤銷時，收益及虧損於損益中確

the effective interest rate amortisation process.

認。

Amortised cost is calculated by taking into account any discount or

攤銷成本將任何收購折價或溢價和構成

premium on acquisition and fees or costs that are an integral part of

實際利率不可或缺的費用或成本計算

the effective interest rate. The effective interest rate amortisation is

在內。實際利率攤銷計入損益之融資成

included in finance costs in profit or loss.

本。

– F-278 –

97

98

China Singyes Solar Technologies Holdings Limited Annual Report 2014

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

2.4 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

2.4 主要會計政策概要（續）

Financial liabilities (Continued)

金融負債（續）

Convertible bonds

可換股債券

Convertible bonds issued by the Company that contain both a

本公司發行的同時包括負債及嵌入式衍

liability and embedded derivatives are classified separately into these

生工具的可換股債券於初始確認時分別

respective items on initial recognition. Conversion rights that will

分類為各項目。將透過以一定數量現金

be settled other than by the exchange of a fixed amount of cash or

或其他金融資產交換一定數量本公司股

other financial assets for a fixed number of the Company’s shares

份以外的方式結算的轉換權為衍生金融

are derivative financial liabilities, which are bifurcated from the

負債，從主合約分開及單獨列賬。與主

host contract and are accounted for separately. Redemption rights,

合約密切相關的贖回權、有條件認購期

conditional call options and put options which are closely related to the

權及認沽期權連同主合約作為負債部分

host contract are accounted for together with the host contract as a

列賬。

liability component. At the date of issue of the convertible bonds, the derivative component

於可換股債券發行日期，可換股債券的

of the convertible bonds is measured at fair value and presented as

衍生部分按公平值計量，呈列為衍生金

part of derivative financial instruments. Any excess of proceeds over the

融工具。所得款項超出初始確認為衍生

amount initially recognised as the derivative component is recognised

部分的金額之部分作為負債部分確認。

as the liability component. Transaction costs are apportioned between

交易成本根據工具初始確認時負債及衍

the liability and derivative components of the convertible bonds based

生部分的所得款項分配方式，在負債與

on the allocation of proceeds to the liability and derivative components

衍生部分之間分攤。交易成本中與負債

when the instruments are initially recognised. The portion of the

部分有關的部分初始確認為負債的一部

transaction costs relating to the liability component is recognised

分。與衍生部分相關的部分即時於損益

initially as part of the liability. The portion relating to the derivative

確認。

component is recognised immediately in profit or loss. In subsequent periods, the liability component of the convertible

於隨後期間，可換股債券的負債部分使

bonds is carried at amortised cost using the effective interest method.

用實際利率法按攤銷成本列賬。作為

Conversion options accounted for as derivative financial liabilities are

衍生金融負債列賬的轉換權按公平值計

measured at fair value with changes in fair value recognised in profit or

量，公平值變動於損益確認。

loss.

– F-279 –

二零一四年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

2.4 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

2.4 主要會計政策概要（續）

Financial liabilities (Continued)

金融負債（續）

Convertible bonds (Continued)

可換股債券（續）

The liability component and the related embedded derivative of the

除非可換股債券將於未來十二個月到期

convertible bonds are presented as a separate line item on the face of

或可由持有人贖回，否則可換股債券的

the statement of financial position under non-current liabilities, unless

負債部分及相關嵌入式衍生工具在財務

the convertible bonds become mature or redeemable by the holder in

狀況表中非流動負債下分開呈列。

the next twelve months. If the bonds are converted, the respective conversion options

如債券獲轉換，作為衍生金融負債列賬

accounted for as derivative financial liabilities, together with the

的各轉換權連同負債部分於轉換時的賬

carrying value of the liability component at the time of conversion, are

面值作為已發行股份的代價轉入股本及

transferred to share capital and share premium as consideration for

股份溢價。

the shares issued.

Derecognition of financial liabilities

終止確認金融負債

A financial liability is derecognised when the obligation under the

當金融負債項下的義務被解除、取消或

liability is discharged or cancelled, or expires.

期滿，則終止確認金融負債。

When an existing financial liability is replaced by another from the

如一項現有金融負債被來自同一貸款方

same lender on substantially different terms, or the terms of an existing

且大部分條款均有差別的另一項金融負

liability are substantially modified, such an exchange or modification

債所取代，或現有負債的條款被大幅修

is treated as a derecognition of the original liability and a recognition

改，此種置換或修改視作終止確認原有

of a new liability, and the difference between the respective carrying

負債並確認新負債處理，而兩者的賬面

amounts is recognised in profit or loss.

值差額於損益中確認。

Offsetting of financial instruments

抵銷金融工具

Financial assets and financial liabilities are offset and the net amount

倘於現時存在可強制執行的合法權利以

is reported in the statement of financial position if there is a currently

抵銷已確認款額及有意向按淨額基準進

enforceable legal right to offset the recognised amounts and there is an

行結算，或同時變現資產及結算負債，

intention to settle on a net basis, or to realise the assets and settle the

則金融資產及金融負債會予以抵銷，而

liabilities simultaneously.

淨額會於財務狀況表中記錄。

– F-280 –

99

100

China Singyes Solar Technologies Holdings Limited Annual Report 2014

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

2.4 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

2.4 主要會計政策概要（續）

Derivative financial instruments

衍生金融工具

Initial recognition and subsequent measurement

初始確認及後續計量

The Group uses derivative financial instruments, such as interest

本集團使用衍生金融工具（如利率掉期）

rate swaps, to hedge its interest rate risk. Such derivative financial

對沖利率風險。該等衍生金融工具於衍

instruments are initially recognised at fair value on the date on which

生合約訂立之日初始按公平值確認，隨

a derivative contract is entered into and are subsequently remeasured

後按公平值重新計量。衍生工具在公平

at fair value. Derivatives are carried as assets when the fair value is

值為正數時作為資產列賬，在公平值為

positive and as liabilities when the fair value is negative.

負數時作為負債列賬。

Inventories

存貨

Inventories are stated at the lower of cost and net realisable value.

存貨按成本或可變現淨值兩者較低者列

Cost is determined on the weighted average basis and, in the case of

賬。成本以加權平均基準釐定，就在製

work in progress and finished goods, comprises direct materials, direct

品和製成品而言，成本包括直接材料、

labour and an appropriate proportion of overheads. Net realisable

直接勞工及適當分攤的經常性費用。可

value is based on estimated selling prices less any estimated costs to

變現淨值按估計售價減任何尚需投入的

be incurred to completion and disposal.

完成生產及出售的估計成本計算。

Cash and cash equivalents

現金及現金等價物

For the purpose of the consolidated statement of cash flows, cash and

就綜合現金流量表而言，現金及現金等

cash equivalents comprise cash on hand and demand deposits, and

價物包括手頭現金、活期存款，以及期

short term highly liquid investments that are readily convertible into

限短、流動性強、易於轉換為已知金額

known amounts of cash, are subject to an insignificant risk of changes

現金、價值變動風險小且一般於收購後

in value, and have a short maturity of generally within three months

三個月內的較短期限到期的投資，減須

when acquired, less bank overdrafts which are repayable on demand

按要求償還並構成本集團現金管理一部

and form an integral part of the Group’s cash management.

分的銀行透支。

For the purpose of the statement of financial position, cash and cash

就財務狀況表而言，現金及現金等價物

equivalents comprise cash on hand and at banks, including term

包括手頭現金和銀行存款，而銀行存款

deposits, which are not restricted as to use.

包括無限制用途的定期存款。

– F-281 –

二零一四年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

2.4 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

2.4 主要會計政策概要（續）

Provisions

撥備

A provision is recognised when a present obligation (legal or

如因過往事件產生現時債務（法定或推

constructive) has arisen as a result of a past event and it is probable

定）及未來可能需要有資源流出以償還

that a future outflow of resources will be required to settle the

債務，而該債務金額能可靠估計，則確

obligation, provided that a reliable estimate can be made of the amount

認撥備。

of the obligation. When the effect of discounting is material, the amount recognised for a

如貼現的影響重大，則就撥備確認的金

provision is the present value at the end of the reporting period of the

額為償還債務預期所需未來支出於報告

future expenditures expected to be required to settle the obligation.

期末的現值。貼現現值因時間流逝而產

The increase in the discounted present value amount arising from the

生的增幅計入損益之「融資成本」。

passage of time is included in finance costs in profit or loss.

Income tax

所得稅

Income tax comprises current and deferred tax. Income tax relating to

所得稅包括即期和遞延稅項。有關損益

items recognised outside profit or loss is recognised outside profit or

外確認項目的所得稅於損益外確認，於

loss, either in other comprehensive income or directly in equity.

其他全面收益確認或直接在權益確認。

Current tax assets and liabilities are measured at the amount expected

即期稅項資產和負按預期自稅務局退回

to be recovered from or paid to the taxation authorities, based on

或支付予稅務局的金額計算，基於報

tax rates (and tax laws) that have been enacted or substantively

告期末已訂立或大致訂立的稅率（及稅

enacted by the end of the reporting period, taking into consideration

法），並計及本集團經營所在國家現行

interpretations and practices prevailing in the countries in which the

之詮釋及慣例。

Group operates. Deferred tax is provided, using the liability method, on all temporary

遞延稅項採用負債法就於報告期末資產

differences at the end of the reporting period between the tax bases of

和負債的稅基與兩者用作財務報告的賬

assets and liabilities and their carrying amounts for financial reporting

面值之間的各項暫時差異計提撥備。

purposes.

– F-282 –

101

102

China Singyes Solar Technologies Holdings Limited Annual Report 2014

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

2.4 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

2.4 主要會計政策概要（續）

Income tax (Continued)

所得稅（續）

Deferred tax liabilities are recognised for all taxable temporary

所有應課稅暫時差異均被確認為遞延稅

differences, except:

項負債，但：

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於一項交易（該交易並非為業務合

of an asset or liability in a transaction that is not a business

併）進行時初始確認的資產或負債

combination and, at the time of the transaction, affects neither

產生的遞延稅項負債既不對會計

the accounting profit nor taxable profit or loss; and

溢利也不對應課稅溢利或虧損構 成影響的情況除外；及

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關於附屬公司投資的應課稅暫時

investments in subsidiaries, when the timing of the reversal of

差異，如撥回這些暫時差異的時

the temporary differences can be controlled and it is probable

間可受控制且暫時差異於可預見

that the temporary differences will not reverse in the foreseeable

將來可能不會撥回的情況除外。

future. Deferred tax assets are recognised for all deductible temporary

所有可扣減暫時差異、未動用稅項抵免

differences, the carryforward of unused tax credits and any unused

及未動用稅項虧損的結轉均被確認為遞

tax losses. Deferred tax assets are recognised to the extent that it

延稅項資產，但只限於將可能以應課稅

is probable that taxable profit will be available against which the

溢利抵扣可扣減暫時差異，及可動用結

deductible temporary differences, the carryforward of unused tax

轉的未動用稅項抵免和未動用稅項虧損

credits and unused tax losses can be utilised, except:

的情況，但：

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由於一項交易（該交易並非為業務

differences arises from the initial recognition of an asset or

合併）進行時與初始確認的資產或

liability in a transaction that is not a business combination and,

負債產生的可扣減暫時差異有關

at the time of the transaction, affects neither the accounting

的遞延稅項資產，既不對會計溢

profit nor taxable profit or loss; and

利也不對應課稅溢利或虧損構成 影響的情況除外；及

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關於附屬公司的投資產生的可扣

with investments in subsidiaries, deferred tax assets are only

減暫時差異，遞延稅項資產只限

recognised to the extent that it is probable that the temporary

於暫時差異將於可預見將來撥回

differences will reverse in the foreseeable future and taxable

及應課稅溢利可用以抵扣暫時差

profit will be available against which the temporary differences

異時確認的情況除外。

can be utilised.

– F-283 –

二零一四年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

2.4 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

2.4 主要會計政策概要（續）

Income tax (Continued)

所得稅（續）

The carrying amount of deferred tax assets is reviewed at the end of

遞延稅項資產的賬面值於每個報告期末

each reporting period and reduced to the extent that it is no longer

審閱，並扣減至不再可能有足夠應課稅

probable that sufficient taxable profit will be available to allow all or

溢利以動用所有或部分遞延稅項資產為

part of the deferred tax asset to be utilised. Unrecognised deferred

止。相反地，於每個報告期末會重新評

tax assets are reassessed at the end of each reporting period and are

估過往未被確認的遞延稅項資產，並在

recognised to the extent that it has become probable that sufficient

可能有足夠應課稅溢利以動用所有或部

taxable profit will be available to allow all or part of the deferred tax

分遞延稅項資產時予以確認。

asset to be recovered. Deferred tax assets and liabilities are measured at the tax rates that are

遞延稅項資產和負債以資產被變現或負

expected to apply to the period when the asset is realised or the liability

債被清償的期間預期適用的稅率衡量，

is settled, based on tax rates (and tax laws) that have been enacted or

並根據於報告期末已制訂或實際上已制

substantively enacted by the end of the reporting period.

訂的稅率（及稅法）計算。

Deferred tax assets and deferred tax liabilities are offset if a legally

倘存在容許將即期稅項資產抵銷即期稅

enforceable right exists to set off current tax assets against current tax

項負債的可合法執行權利，且遞延稅項

liabilities and the deferred taxes relate to the same taxable entity and

與同一課稅實體及同一稅務機關有關， 則遞延稅項資產可與遞延稅項負債抵

the same taxation authority.

銷。

Government grants

政府補助

Government grants are recognised at their fair value where there is

倘有合理保證可獲取政府補助，而所有

reasonable assurance that the grant will be received and all attaching

附帶條件均可予以遵從，則按公平值確

conditions will be complied with. When the grant relates to an expense

認政府補助。倘補助與支出項目有關，

item, it is recognised as income on a systematic basis over the periods

則以有系統基準於該項補助所補貼成本

that the costs, which it is intended to compensate, are expensed.

列支之期間確認為收入。

Where the grant relates to an asset, the fair value is credited to a

倘補助涉及一項資產，則其公平值記入

deferred income account and is released to profit or loss over the

遞延收益賬目及於相關資產的預期可

expected useful life of the relevant asset by equal annual instalments.

使用年限期間按等同年度金額撥回至損 益。

– F-284 –

103

104

China Singyes Solar Technologies Holdings Limited Annual Report 2014

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

2.4 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

2.4 主要會計政策概要（續）

Revenue recognition

收入確認

Revenue is recognised when it is probable that the economic benefits

收入於本集團將很有可能獲得經濟利益

will flow to the Group and when the revenue can be measured reliably,

並能夠可靠地計算時按以下基準確認：

on the following bases: (a)

(b)

from the sale of goods, when the significant risks and rewards of

(a)

銷售商品於商品擁有權的重大風

ownership have been transferred to the buyer, provided that the

險和回報已轉讓予買方後確認入

Group maintains neither managerial involvement to the degree

賬，惟本集團須不再參與通常與

usually associated with ownership, nor effective control over the

所售出商品擁有權或實際控制權

goods sold;

有關的管理；

from construction contracts, on the percentage of completion

(b)

建築合同收入根據已完成部分的

basis, as further explained in the accounting policy for

比例確認入賬，進一步詳情載於

“Construction contracts” below;

下文有關「建築合同」的會計政策 內；

(c)

(d)

(e)

from the rendering of services, the percentage of completion

(c)

提供服務所得的收入以完工百分

basis, as further explained in the accounting policy for “Contracts

比為基礎，於下文「勞務合同」的

for services” below;

會計政策作進一步闡述；

interest income, on an accrual basis using the effective interest

(d)

利息收入按應計基準，採用將金

method by applying the rate that discounts the estimated future

融工具預計年期內估計未來收取

cash receipts over the expected life of the financial instrument to

的現金折現至金融資產賬面淨值

the net carrying amount of the financial asset; and

的貼現率以實際利息法確認；及

dividend income, when the shareholders’ right to receive

(e)

股息收入於股東收取付款的權利 確立時確認。

payment has been established.

建築合同

Construction contracts Contract revenue comprises the agreed contract amount and

合同收入包括協議合同金額以及因指令

appropriate amounts from variation orders, claims and incentive

變更、索賠及獎勵付款所產生的適當金

payments. Contract costs incurred comprise direct materials, the

額。所產生的合同成本包括直接材料、

costs of subcontracting, direct labour and an appropriate proportion of

分包成本、直接勞工及適當比例的變動

variable and fixed construction overheads.

和固定的建築經常性開支。

– F-285 –

二零一四年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

2.4 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

2.4 主要會計政策概要（續）

Construction contracts (Continued)

建築合同（續）

Revenue from fixed price construction contracts is recognised on

固定價格建築合同的收入按完成方法的

the percentage of completion method, measured by reference to the

百分比予以確認，百分比經參考截至有

proportion of costs incurred to date to the estimated total cost of the

關日期所產生成本相對於相關合同估計

relevant contract.

總成本的比例計算。

Provision is made for foreseeable losses as soon as they are anticipated

當管理層預見可預見虧損時將立即作出

by management. Where contract costs incurred to date plus recognised

撥備。當截至有關日期的合同成本加已

profits less recognised losses exceed progress billings, the surplus is

確認溢利減已確認虧損超過按進度結算

treated as an amount due from contract customers. Where progress

款項時，盈餘被視作應收合同客戶款

billings exceed contract costs incurred to date plus recognised profits

項。當按進度結算款項超過截至有關日

less recognised losses, the surplus is treated as an amount due to

期的合同成本加已確認溢利減已確認虧

contract customers.

損時，盈餘被視作應付合同客戶款項。

Contracts for services

勞務合同

Contract revenue on the rendering of services comprises the agreed

勞務的合同收入由協定的合同價格組

contract amount. Costs of rendering services comprise labour and

成。提供勞務的成本包括人工和其他直

other costs of personnel directly engaged in providing the services and

接涉及提供勞務的人員的成本及應佔間

attributable overheads.

接費用。

Revenue from the rendering of services is recognised based on the

若提供勞務所發生的收入、成本和完成

percentage of completion of the transaction, provided that the revenue,

合同所需要的預估的成本可以被可靠計

the costs incurred and the estimated costs to completion can be

量，則提供勞務的收入以交易完成的百

measured reliably. The percentage of completion is established by

分比確認。完成的百分比乃經參考已發

reference to the costs incurred to date as compared to the total costs

生成本與交易下所需發生的總成本的比

to be incurred under the transaction. Where the outcome of a contract

例確定。當合同的結果不能被可靠計

cannot be measured reliably, revenue is recognised only to the extent

量，收入僅以可收回的支出金額確認。

that the expenses incurred are eligible to be recovered. Provision is made for foreseeable losses as soon as they are anticipated

當管理層預計有可預見虧損發生時，立

by management.

即計提撥備。

Where contract costs incurred to date plus recognised profits less

若已發生的合同成本加上已確認的溢利

recognised losses exceed progress billings, the surplus is treated as an

減去已確認的虧損超過了按工程進度的

amount due from contract customers. Where progress billings exceed

付款，超出部份以應收合同客戶款項列

contract costs incurred to date plus recognised profits less recognised

賬。若按工程進度的付款超過了已發生

losses, the surplus is treated as an amount due to contract customers.

的合同成本加上已確認的溢利減去已確 認的虧損，超出部份以應付合同客戶款 項列賬。

– F-286 –

105

106

China Singyes Solar Technologies Holdings Limited Annual Report 2014

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

2.4 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

2.4 主要會計政策概要（續）

Share-based payments

以股份為基礎的支付

The Company operates a share option scheme for the purpose of

本公司設立一項購股權計劃，旨在對為

providing incentives and rewards to eligible participants who contribute

本集團成功運營作出貢獻之合資格參與

to the success of the Group’s operations. Employees (including

者提供鼓勵及獎勵。本集團僱員（包括

directors) of the Group receive remuneration in the form of share-

董事）收取以股份為基礎支付的報酬，

based payments, whereby employees render services as consideration

而僱員則提供服務作為股權工具的代價

for equity instruments (“equity-settled transactions”).

（「股權結算交易」）。

The cost of equity-settled transactions with employees is measured by

僱員的股權結算交易成本，自授予之日

reference to the fair value at the date at which they are granted. The

起參照公平值計量。公平值由外部估值

fair value is determined by an external valuer using a binomial model.

師採用二項式模型決定。

The cost of equity-settled transactions is recognised, together with

表現及╱或服務條件達成期間，股權結

a corresponding increase in equity, over the period in which the

算交易的成本和相應增加權益於僱員福

performance and/or service conditions are fulfilled in employee benefit

利開支獲得確認。於每個報告期末直至

expense. The cumulative expense recognised for equity-settled

歸屬日期的股權結算交易所確認的累計

transactions at the end of each reporting period until the vesting

開支，反映歸屬期間到期的程度及本集

date reflects the extent to which the vesting period has expired and

團對最終將歸屬股權工具數目的最佳估

the Group’s best estimate of the number of equity instruments that

計。某一期間的損益扣除或計入為期初

will ultimately vest. The charge or credit to profit or loss for a period

或期末確認累計開支的變動。

represents the movement in the cumulative expense recognised as at the beginning and end of that period. No expense is recognised for awards that do not ultimately vest,

最終沒有歸屬的報酬不會確認開支，除

except for equity-settled transactions where vesting is conditional

非股權結算交易的報酬歸屬附帶市況或

upon a market or non-vesting condition, which are treated as vesting

非歸屬條件，則該情況下不論是否達到

irrespective of whether or not the market or non-vesting condition is

該市況或非歸屬條件均會視作歸屬處

satisfied, provided that all other performance and/or service conditions

理，惟其他所有績效條件及╱或服務條

are satisfied.

件必須達成。

Where the terms of an equity-settled award are modified, as a

股權結算獎勵的條款獲修改的情況下，

minimum an expense is recognised as if the terms had not been

倘獎勵的原有條款獲滿足，最低開支將

modified, if the original terms of the award are met. In addition, an

獲確認，猶如條款並無修改。此外，就

expense is recognised for any modification that increases the total fair

增加股份為基礎的支付公平值的任何修

value of the share-based payments, or is otherwise beneficial to the

改或於截至修訂日期計算有利於僱員的

employee as measured at the date of modification.

其他任何修改而言，開支需獲得確認。

– F-287 –

二零一四年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

2.4 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

2.4 主要會計政策概要（續）

Share-based payments (Continued)

以股份為基礎的支付（續）

Where an equity-settled award is cancelled, it is treated as if it had

股權結算獎勵倘被取消，將被視為猶如

vested on the date of cancellation, and any expense not yet recognised

已在取消日期前歸屬，而未就獎勵確認

for the award is recognised immediately. This includes any award

之開支即時確認。這包括集團或僱員控

where non-vesting conditions within the control of either the Group or

制之非歸屬條件未達成情況下之獎勵。

the employee are not met. However, if a new award is substituted for

但是，如前一段所述，倘新獎勵被註銷

the cancelled award, and is designated as a replacement award on

獎勵取代，並在授予日期獲指定為替代

the date that it is granted, the cancelled and new awards are treated

獎勵，則註銷及新獎勵將被視為原獎勵

as if they were a modification of the original award, as described in the

的修改。

previous paragraph. The dilutive effect of outstanding options is reflected as additional

未行使購股權之攤薄影響反映為計算每

share dilution in the computation of earnings per share.

股收益之額外股份攤薄。

Other employee benefits

其他僱員福利

Pension scheme

退休金計劃

The employees of the Group’s subsidiaries in Mainland China are

本集團在中國大陸營運的附屬公司的僱

required to participate in a central pension scheme operated by

員均須參予由當地政府運作的中央退休

the local government. These subsidiaries and their employees are

計劃。該等附屬公司及其僱員須每月按

required to make monthly contributions calculated as a percentage

僱員工資及薪水的某個比例向中央退休

of the employees’ wages and salaries, subject to certain ceilings and

計劃供款，惟須遵守相關地方政府制定

local practices set by the relevant local governments, to the central

的若干上限及當地實情。除中央退休計

pension scheme. Other than the central pension scheme, the Group’s

劃外，本集團在中國大陸的附屬公司除

subsidiaries in Mainland China have no legal obligation for retirement

作出供款外，對退休福利再無其他法律

benefits beyond the contributions made. Contributions to these plans

責任。該等計劃的供款根據中央退休計

are charged to profit or loss as they become payable in accordance

劃的規則於到期應付時自損益扣除。

with the rules of the central pension scheme.

– F-288 –

107

108

China Singyes Solar Technologies Holdings Limited Annual Report 2014

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

2.4 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

2.4 主要會計政策概要（續）

Other employee benefits (Continued)

其他僱員福利（續）

Pension scheme (Continued)

退休金計劃（續）

In addition to the above, the Group also participates in a defined

除以上所述外，本集團亦為其在香港的

contribution Mandatory Provident Fund retirement benefit scheme

僱員參與根據強制性公積金計劃條例設

(the “MPF Scheme”) under the Mandatory Provident Fund Schemes

立的定額供款強制性公積金計劃（「強積

Ordinance for its employees in Hong Kong. Contributions are made

金計劃」 ）。供款數目乃按僱員基本薪金

based on a percentage of the employees’ basic salaries and are

若干百分比而作出，並根據強積金計劃

charged to profit or loss as they become payable in accordance with

的規則於到期應付時自損益扣除。強積

the rules of the MPF Scheme. The assets of the MPF Scheme are held

金計劃的資產與本集團資產分開，由獨

separately from those of the Group in an independent administered

立管理的基金保管。

fund. Contributions to an accommodation fund administered by the Public

有關對由公積金管理中心管理的住房公

Accumulation Funds Administration Centre are charged to profit or loss

積金的供款，乃於產生時自損益扣除。

as incurred.

Borrowing costs

借貸成本

Borrowing costs directly attributable to the acquisition, construction

收購、建設或生產合資格資產（即需要

or production of qualifying assets, i.e., assets that necessarily take a

較長時間準備作擬定用途或銷售的資

substantial period of time to get ready for their intended use or sale,

產 ）直 接 應 佔 的 借 貸 成 本 將 予 以 資 本

are capitalised as part of the cost of those assets. The capitalisation

化，作為該等資產部分成本。該等借貸

of such borrowing costs ceases when the assets are substantially

成本的資本化於該等資產實質上達到擬

ready for their intended use or sale. Investment income earned on the

定用途或銷售狀態時將終止。擬用作合

temporary investment of specific borrowings pending their expenditure

資格資產的開支的特定借貸的暫時投資

on qualifying assets is deducted from the borrowing costs capitalised.

所得投資收益自予以資本化的借貸成本

All other borrowing costs are expensed in the period in which they are

中扣除。所有其他借貸成本於產生期間

incurred. Borrowing costs consist of interest and other costs that an

確認為開支。借貸成本由利息及實體發

entity incurs in connection with the borrowing of funds.

生的與該項融資借貸相關的其他成本組 成。

– F-289 –

二零一四年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

2.4 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

2.4 主要會計政策概要（續）

Dividends

股息

Final dividends proposed by the directors are classified as a separate

董事建議的末期股息於財務狀況表權益

allocation of retained profits within the equity section of the statement

部分內分類為一項單獨的保留盈利分

of financial position, until they have been approved by the shareholders

配，直至該等股息獲股東於股東大會批

in a general meeting. When these dividends have been approved by

准為止。當股東已批准該等股息及宣派

the shareholders and declared, they are recognised as a liability.

時確認為負債。

Interim dividends are simultaneously proposed and declared, because

中期股息同時建議並宣派，原因是本公

the Company’s memorandum and articles of association grant the

司組織章程大綱及細則授予董事宣派中

directors the authority to declare interim dividends. Consequently,

期股息的權力。因此，中期股息建議及

interim dividends are recognised immediately as a liability when they

宣派時，隨即確認為負債。

are proposed and declared.

Foreign currencies

外幣

The financial statements are presented in RMB. The functional

財務報表以人民幣呈列。本公司的功能

currency of the Company is HK$. The Company’s presentation

貨幣為港元。本公司的呈列貨幣為人民

currency is RMB because the Group’s principle operations are carried

幣，原因是本集團主要業務於中國大陸

out in Mainland China. Each entity in the Group determines its own

進行。本集團各實體決定其自身的功能

functional currency and items included in the financial statements

貨幣，列入各實體財務報表的項目使用

of each entity are measured using that functional currency. Foreign

該呈列貨幣計量。本集團內實體錄得的

currency transactions recorded by the entities in the Group are initially

外幣交易初步使用交易日期的通行功能

recorded using their respective functional currency rates prevailing

貨幣匯率入賬。以外幣計值的貨幣資產

at the dates of the transactions. Monetary assets and liabilities

及負債按報告期末的通行外幣匯率換

denominated in foreign currencies are translated at the functional

算。結算或換算貨幣項目時產生的差額

currency rates of exchange ruling at the end of the reporting period.

於損益確認。

Differences arising on settlement or translation of monetary items are recognised in profit or loss. Non-monetary items that are measured in terms of historical cost in a

按歷史成本及外幣計量的非貨幣項目使

foreign currency are translated using the exchange rates at the dates of

用初步交易日期的匯率換算。

the initial transactions.

– F-290 –

109

110

China Singyes Solar Technologies Holdings Limited Annual Report 2014

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

2.4 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

2.4 主要會計政策概要（續）

Foreign currencies (Continued)

外幣（續）

The functional currencies of certain companies within the Group

組成本集團的若干公司的功能貨幣並非

are currencies other than the RMB. As at the end of the reporting

人民幣。於報告期末，該等實體的資產

period, the assets and liabilities of these entities are translated into the

及負債按報告期末的現行匯率換算為本

presentation currency of the Group at the exchange rates prevailing at

集團的呈列貨幣，其損益按該年內加權

the end of the reporting period and their profit or loss are translated

平均匯率換算為人民幣。交易產生的匯

into RMB at the weighted average exchange rates for the year. The

兌差額於其他全面收益確認並於外滙波

resulting exchange differences are recognised in other comprehensive

動儲備內累計。出售該等實體時，其他

income and accumulated in the exchange fluctuation reserve. On

全面收益中與特定實體相關的部分於損

disposal of these entities, the component of other comprehensive

益確認。

income relating to that particular entity is recognised in profit or loss.

3. SIGNIFICANT ACCOUNTING ESTIMATES

3. 主要會計估計

The preparation of the Group’s financial statements requires

本集團財務報表之編製，需要管理層作

management to make judgements, estimates and assumptions

出判斷、估計及假設，有關估計及假設

that affect the reported amounts of revenues, expenses, assets and

會影響所呈報收入、費用、資產及負債

liabilities, and their accompanying disclosures, and the disclosure

之金額及其相關披露以及或然負債之披

of contingent liabilities. Uncertainty about these assumptions and

露。然而，由於有關該等假設及估計之

estimates could result in outcomes that could require a material

不確定因素，可能導致管理層須就日後

adjustment to the carrying amounts of the assets or liabilities affected

受影響之資產或負債之賬面值作出重大

in the future.

調整。

Estimation uncertainty

估計不確定因素

The key assumptions concerning the future and other key sources of

下文討論於報告期末就未來和其他估計

estimation uncertainty at the end of the reporting period, that have

不確定因素的主要來源所作出的主要假

a significant risk of causing a material adjustment to the carrying

設，該等假設對下一個財政年度的資產

amounts of assets and liabilities within the next financial year, are

和負債賬面值造成重大調整的重大風

described below.

險。

– F-291 –

二零一四年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

3. SIGNIFICANT ACCOUNTING ESTIMATES (Continued)

3. 主要會計估計（續）

Estimation uncertainty (Continued)

估計不確定因素（續）

Percentage of completion of construction contract works

建築合同工程竣工百分比

The Group recognises revenue according to the percentage of

本集團根據建築工程個別合同的竣工百

completion of individual contracts of construction works, which

分比確認收入，而該確認需要管理層作

requires estimation to be made by management. The stage of

出估計。竣工階段經參考實際發生成本

completion is estimated by reference to the actual costs incurred over

佔總預算成本後進行估計，而相應的合

the total budgeted costs, and the corresponding contract revenue

同收入也由管理層估計。鍳於建築合同

is also estimated by management. Due to the nature of the activity

所進行活動的性質使然，活動開始日期

undertaken in construction contracts, the date at which the activity

和活動竣工日期一般屬於不同會計期

is entered into and the date at which the activity is completed usually

間。因此，在合同執行過程中，本集團

fall into different accounting periods. Hence, the Group reviews and

對為各合同所編製預算內的合同收入和

revises the estimates of both contract revenue and contract costs in the

合同成本的估計進行審閱和修訂。如實

budget prepared for each contract as the contract progresses. Where

際合同收入較預期為少或實際合同成本

the actual contract revenue is less than expected or actual contract

較預期為高，則可能產生減值虧損。

costs are more than expected, an impairment loss may arise. Corporate income tax (“CIT”)

企業所得稅（「企業所得稅」）

The Group’s operating subsidiaries in Mainland China are subject to

本集團的中國大陸營運附屬公司須繳納

the People’s Republic of China (the “PRC”) CIT. As a result of the

中華人民共和國（「中國」 ）企業所得稅。

fact that certain matters relating to PRC CIT have not been confirmed

由於有關中國企業所得稅的若干事宜未

by the relevant local tax authorities, objective estimates based on

被當地相關稅務機構確認，故需要基於

currently enacted tax laws, regulations and other related policies are

目前制定的稅務法律、法規及其他相關

required in determining the provision of PRC CIT to be made. Where

政策作出客觀估計，釐定中國企業所得

the final tax outcome of these matters is different from the amounts

稅撥備。倘該等事宜的最後稅款不同於

originally recorded, the differences will impact the income tax and

最初記錄的金額，差額將影響所得稅及

tax provision in the period in which the final outcome is determined.

於釐定最後稅款期間的稅款撥備。於二

The carrying amount of PRC CIT payable at 31 December 2014 was

零一四年十二月三十一日，應付中國企

RMB17,628,000 (2013: RMB33,276,000).

業所得稅的賬面值為人民幣 17,628,000 元（ 二 零 一 三 年： 人 民 幣 33,276,000 元）。

– F-292 –

111

112

China Singyes Solar Technologies Holdings Limited Annual Report 2014

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

3. SIGNIFICANT ACCOUNTING ESTIMATES (Continued)

3. 主要會計估計（續）

Estimation uncertainty (Continued)

估計不確定因素（續）

Impairment of receivables

應收款項減值

The provision policy for impairment of receivables of the Group is based

本集團應收款項減值撥備政策是根據應

on ongoing assessment of the recoverability and the aged analysis

收款項結餘的可回收性及賬齡分析的持

of the outstanding receivables and on management’s judgement. A

續評估以及管理層判斷作出。評估該等

considerable amount of judgement is required in assessing the ultimate

應收款項最終變現時需要作出大量判

realisation of those receivables, including the creditworthiness and

斷，包括各顧客的信用及過往的收回款

the past collection history of each customer. If the financial conditions

項記錄。倘本集團顧客的財政狀況惡化

of the customers of the Group were to deteriorate, resulting in an

導致其無力償付，則需要進行額外撥

impairment of their ability to make payments, additional allowances

備。於二零一四年十二月三十一日，貿

might be required. At 31 December 2014, impairment provision for

易及其他應收款項減值撥備分別約為人

trade receivables and other receivables amounted to approximately

民 幣 2,833,000 元 及 人 民 幣 2,093,000

RMB2,833,000 and RMB2,093,000 (2013: RMB2,555,000 and

元（二零一三年：人民幣 2,555,000 元及

RMB400,000) respectively. Further details are given in notes 22 and

人民幣 400,000 元） 。進一步詳情載於財

23 to the financial statements.

務報表附註 22 及 23。

Useful lives and residual values of property, plant and equipment

物業、廠房及設備的使用年期和剩餘價 值

In determining the useful lives and residual values of items of property,

於釐定物業、廠房及設備項目的使用年

plant and equipment, the Group has to consider various factors, such

期和剩餘價值時，本集團須考慮多項因

as technical or commercial obsolescence arising from changes or

素，如改變或改良生產程序或因產品或

improvements in production, or from a change in the market demand

資產所產生的服務的市場需求、資產的

for the product or service output of the asset, expected usage of the

預定用途、預期實際損耗、資產維護及

asset, expected physical wear and tear, the care and maintenance

保養，以及資產用途的法律或類似限制

of the asset, and legal or similar limits on the use of the asset. The

有變將導致的技術或商業性陳舊。資產

estimation of the useful life of the asset is based on the experience

可使用年期乃根據本集團對用途相似的

of the Group with similar assets that are used in a similar way. The

類似資產的經驗估計。倘物業、廠房及

depreciation amount will be adjusted if the estimated useful lives

設備項目的估計可使用年期及╱或剩餘

and/or the residual values of items of property, plant and equipment

價值與過往估計不同，則折舊金額將予

are different from the previous estimation. Useful lives and residual

以調整。可使用年期及剩餘價值乃於各

values are reviewed at each financial year end date taking into account

財政年結日因應情況變化作出評估。

changes in circumstances.

– F-293 –

二零一四年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

3. SIGNIFICANT ACCOUNTING ESTIMATES (Continued)

3. 主要會計估計（續）

Estimation uncertainty (Continued)

估計不確定因素（續）

Impairment of non-financial assets

非金融資產之減值

The Group assesses whether there are any indicators of impairment

本集團於各報告期末評估所有非金融資

for all non-financial assets at the end of each reporting period. Definite

產是否出現任何減值跡象。確定年期的

lives non-financial assets are tested for impairment when there are

非金融資產於有跡象顯示賬面值可能無

indicators that the carrying amounts may not be recoverable. An

法收回時測試減值。資產或現金產生單

impairment exists when the carrying value of an asset or a cash-

位賬面值超逾其可回收金額時，即高出

generating unit exceeds its recoverable amount, which is the higher of

其公平值減出售成本及使用價值，則存

its fair value less costs of sell and its value in use. The calculation of

在減值。計量公平值減出售成本時，按

the fair value less costs of sell is based on available data from binding

以公平基準就類似資產進行具有約束力

sales transactions in an arm’s length transaction of similar assets or

的銷售交易可得數據，或可觀察市價減

observable market prices less incremental costs for disposing of the

出售資產的已增加成本得出。當計算使

asset. When value in use calculations are undertaken, management

用價值時，管理層必須估計來自資產或

must estimate the expected future cash flows from the asset or

現金產生單位的預期未來現金流量，並

cash-generating unit and choose a suitable discount rate in order to

選擇合適之貼現率，以計算該等現金流

calculate the present value of those cash flows.

量之現值。

Net realisable value of inventories

存貨之可變現淨值

Net realisable value of inventories is the estimated selling price in the

存貨之可變現淨值乃其於日常業務過程

ordinary course of business, less estimated costs to be incurred to

中之估計售價，扣除完成及出售所產生

completion and disposal. These estimates are based on the current

之估計成本。該等估計乃基於目前市況

market condition and the historical experience of selling products of a

及銷售同類商品之過往經驗，但可能會

similar nature. It could change significantly as a result of changes in

因為客戶品位變化或競爭者行為而出現

customers’ interests or competitor actions. Management reassesses

重大改變。管理層於各報告期末重新

these estimates at the end of each reporting period. There was no

評估該等估計。於二零一四年十二月

impairment provision for inventories as at 31 December 2014.

三十一日，並無存貨減值撥備。

– F-294 –

113

114

China Singyes Solar Technologies Holdings Limited Annual Report 2014

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

3. SIGNIFICANT ACCOUNTING ESTIMATES (Continued)

3. 主要會計估計（續）

Estimation uncertainty (Continued)

估計不確定因素（續）

Deferred tax assets

遞延稅項資產

Deferred tax assets should be recognised when it is probable that

倘將來可能錄得應課稅溢利以扣減遞延

taxable profits will be available against which the deferred tax assets

稅 項 資 產， 應 確 認 遞 延 稅 項 資 產。 董

can be utilised. Significant management judgment is required to

事須根據未來應課稅溢利的可能時間及

determine the amount of deferred tax assets that can be recognised,

數額以及未來稅項規劃策略作出重大

based upon the likely timing and level of future taxable profits together

判斷，以釐定可予確認的遞延稅項資

with future tax planning strategies. The carrying value of deferred

產金額。於二零一四年十二月三十一

tax assets at 31 December 2014 was RMB32,508,000 (2013:

日，遞延稅項資產的賬面值為人民幣

RMB21,498,000). Further details are given in note 31 to the financial

32,508,000 元（ 二 零 一 三 年： 人 民 幣

statements.

21,498,000 元） 。有關的進一步詳情載 述於財務報表附註 31。

遞延稅項負債

Deferred tax liabilities Deferred tax liabilities should be recognised for all taxable differences

遞延稅項負債應就與於附屬公司的投資

associated with investments in subsidiaries except (a) when the

相關的所有應課稅差異確認，除非(a)本

Company is able to control the timing of the reversal of such temporary

公司能夠控制該暫時差異的撥回時間，

differences and it is probable that such temporary differences will not

且該暫時差異於可預見的將來很可能不

reverse in the foreseeable future. Significant management estimation is

會撥回。管理層需要根據該暫時差異的

required to determine the amount of deferred tax liabilities associated

可能撥回時間，就釐定與本公司於附屬

with the Company’s investments in subsidiaries, based upon the likely

公司的投資相關的遞延稅項負債金額作

timing of the reversal of such temporary differences. The carrying value

出重大估計。與於附屬公司的投資相關

of deferred tax liabilities associated with investments in subsidiaries at

的遞延稅項負債於二零一四年十二月

31 December 2014 were RMB86,860,000 (2013: RMB86,860,000).

三十一日的賬面值為人民幣 86,860,000

Further details are given in note 31 to the financial statements.

元（ 二 零 一 三 年： 人 民 幣 86,860,000 元） 。進一步詳情載於財務報表附註31。

– F-295 –

二零一四年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

3. SIGNIFICANT ACCOUNTING ESTIMATES (Continued)

3. 主要會計估計（續）

Estimation uncertainty (Continued)

估計不確定因素（續）

Valuation of financial liabilities at fair value through profit or loss

按公平值計入損益的金融負債估值

Where fair values of financial assets and financial liabilities cannot be

當金融資產及金融負債的公平值無法直

derived directly from active markets, it is determined using valuation

接從活躍市場獲得時，則使用估值技術

techniques. The inputs to these models are taken from observable

釐定。有關模型的輸入資料盡可能從可

markets where possible, but where this is not feasible, a degree of

觀察市場獲取，但如獲取並不可行，則

estimation is required in establishing fair values. The estimations

釐定公平值時需要作出一定程度的估

include considerations of inputs such as liquidity risk, credit risk and

計。估計包括考慮流動資金風險、信貸

volatility. Changes in assumptions about these factors could affect the

風險及波幅等輸入資料。有關該等因素 的假設變動可能影響金融工具的呈報公

reported fair value of financial instruments.

平值。 Convertible bonds issued by the Company that contain both a

本公司發行的同時包含負債及嵌入式衍

liability and embedded derivatives are classified separately into these

生工具的可換股債券於初始確認時分別

respective items on initial recognition. The derivatives are accounted

分類為各項目。衍生工具於初始確認時

for an initial recognition as fair value through profit or loss and re-

按公平值計入損益，於隨後報告期間透

measured to fair value through profit or loss in subsequent reporting

過按公平值計入損益而重新計量。本集

periods. The Group engaged an independent professional valuer

團已委聘一名獨立專業估值師協助釐定

to assist in determining the fair value of the conversion rights of

可換股債券的轉換權的公平值。可換股

convertible bonds. The fair value of the conversion rights of convertible

債券的轉換權的公平值由獨立專業估值

bonds was estimated by the independent professional valuer using

師使用二項式期權定價模型估計，估計

the binomial option pricing model and the estimation included some

包括並無可觀察市場價格或費率支持的

assumptions not supported by observable market prices or rates

部分假設（如貼現率、波幅、信貸風險

such as the discount rate, volatility, credit risk, and expected future

及預期未來現金流量），因此存在不確

cash flows, and hence they are subject to uncertainty. Favourable

定性。該等假設的有利或不利變動將導

or unfavourable changes to these assumptions would result in

致可換股債券所含轉換權的公平值出現

significant changes in the fair value of conversion rights contained

重大變動，從而導致於損益中報告的收

in the convertible bonds and the corresponding adjustments to the

益或虧損金額作出相應調整。可換股債

amount of gain or loss reported in profit or loss. The fair value of the

券的轉換權於二零一四年十二月三十一

conversion rights of convertible bonds at 31 December 2014 was

日的公平值為人民幣 277,138,000 元（二

RMB277,138,000 (2013: Nil). Further details are given in note 29 to

零一三年：零）。進一步詳情載於財務

the financial statements.

報表附註 29。

– F-296 –

115

116

China Singyes Solar Technologies Holdings Limited Annual Report 2014

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

3. SIGNIFICANT ACCOUNTING ESTIMATES (Continued)

3. 主要會計估計（續）

Estimation uncertainty (Continued)

估計不確定因素（續）

Valuation of financial liabilities at fair value through profit or loss

按公平值計入損益的金融負債估值（續）

(Continued) The Group uses derivative financial instruments, such as interest

本集團使用衍生金融工具（如利率掉期）

rate swaps, to hedge its interest rate risk. Such derivative financial

對沖利率風險。該等衍生金融工具於衍

instruments are initially recognised at fair value on the date on which a

生合約訂立之日初始按公平值確認，隨

derivative contract is entered into and are subsequently re-measured

後按公平值重新計量。本集團已委聘一

at fair value. The Group engaged an independent professional valuer

名獨立專業估值師協助釐定利率掉期的

to assist in determining the fair value of the interest rate swaps. The

公平值。利率掉期的公平值由獨立專業

fair value of the interest rate swaps was estimated by the independent

估值師使用貼現現金流法估計，估計包

professional valuer using the discounted cash flow method and the

括並無可觀察市場價格或費率支持的部

estimation included some assumptions not supported by observable

分假設（如信貸風險、貼現率及預期未

market rates such as credit risk, discount rate and expected future

來現金流量），因此存在不確定性。該

cash flows, and hence they are subject to uncertainty. Favourable or

等假設的有利或不利變動將導致利率掉

unfavourable changes to these assumptions would result in significant

期的公平值出現重大變動。利率掉期於

changes in the fair value of the interest rate swaps. The fair value of the

二零一四年十二月三十一日的公平值

interest rate swaps at 31 December 2014 was RMB3,042,000 (2013:

為 人 民 幣 3,042,000 元（ 二 零 一 三 年：

Nil). Further details are given in note 27 to the financial statements.

零） 。進一步詳情載於財務報表附註27。

– F-297 –

二零一四年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

4. 經營分部資料及收入

4. OPERATING SEGMENT INFORMATION AND REVENUE Revenue, which is also the Group’s turnover, represents an appropriate

收入（即本集團的營業額）指建築合同

proportion of contract revenue of construction contracts; the value of

適當比例的合同收入；所提供服務的價

services rendered, net of business tax and government surcharges;

值，扣除營業稅及政府附加稅；及已售

and the invoiced value of goods and electricity sold, and net of value-

貨品及電力的發票價值，並已扣除增值

added tax and government surcharges.

稅及政府附加稅。

The Group’s revenue and contribution to profit for the year were

本集團的收入及年內溢利貢獻主要來自

mainly derived from curtain wall (including solar power products) and

工程及建築業務（包括光伏電站及太陽

photovoltaic power station supply and installation service, which is

能產品）供應及安裝服務，其被視為單

regarded as a single reportable segment in a manner consistent with

一可呈報分部，與向本集團高級管理層

the way in which information is reported internally to the Group’s senior

就分配資源及業績評估的內部呈報資料

management for the purpose of resources allocation and performance

的方式一致。此外，本集團使用的主要

assessment. In addition, the principal assets employed by the Group

資產位於中國大陸。因此，除以整間公

are located in Mainland China. Accordingly, no segment analysis is

司的方式披露外，概無呈報分部分析。

presented other than entity-wide disclosures.

Information about products and services

有關產品及服務的資料

The following table sets forth the total revenue from external customers

下表載列按產品及服務劃分的來自外部

by product and service and the percentage of total revenue by product

客戶的總收入以及本年度按產品及服務

and service during the year:

劃分的總收入百分比： 2014

2013

二零一四年 RMB’000

二零一三年 %

人民幣千元

RMB’000

%

人民幣千元

Construction contracts

建築合同

3,735,211

74.6

3,259,641

78.6

Sale of goods

貨品銷售

1,246,727

24.9

879,355

21.2

Rendering of design services

提供設計服務

Sale of electricity

電力銷售

9,810

0.2

6,131

0.1

19,678

0.3

5,382

0.1

5,011,426

100.0

4,150,509

100.0

– F-298 –

117

118

China Singyes Solar Technologies Holdings Limited Annual Report 2014

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

4. 經營分部資料及收入（續）

4. OPERATING SEGMENT INFORMATION AND REVENUE (CONTINUED) Geographical information

地區資料

(a)

(a)

Revenue from external customers

來自外部客戶的收入

2014

2013

二零一四年

二零一三年

RMB’000

%

人民幣千元

*

(b)

Domestic – Mainland China*

國內 一 中國大陸 *

Overseas

海外

RMB’000

%

人民幣千元

4,969,965

99.2

4,117,016

99.2

41,461

0.8

33,493

0.8

5,011,426

100.0

4,150,509

100.0

*

The place of domicile of the Group’s principal operating

本集團主要營運附屬公司的所

subsidiaries is Mainland China. The principal revenues of the

在地為中國大陸。本集團的主

Group are generated in Mainland China.

要收入產生自中國大陸。

(b)

Non-current assets

非流動資產

2014

2013

二零一四年 RMB’000

二零一三年 %

人民幣千元 Mainland China

中國大陸

Hong Kong

香港

RMB’000

%

人民幣千元

3,730,973

99.6

2,767,956

99.5

16,429

0.4

15,307

0.5

3,747,402

100.0

2,783,263

100.0

The non-current asset information above is based on the locations of

上述非流動資產資料乃按資產所在地區

the assets and excludes financial instruments and deferred tax assets.

劃分，且並不包括金融工具及遞延稅項 資產。

Information about a major customer

有關主要客戶的資料

Revenue of approximately RMB1,038,109,000 (2013:

向一名單一客戶，包括向已知與該客戶

RMB657,717,000) which accounted for more than 10% of the Group’s

受共同控制的一組實體，作出的銷售產

revenue during the year was derived from sales to a single customer,

生收入約人民幣 1,038,109,000 元（二零

including sales to a group of entities which are known to be under

一三年：人民幣 657,717,000 元），佔本

common control with that customer.

集團本年度收入的 10% 以上。

– F-299 –

二零一四年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

5. 其他收入及收益

5. OTHER INCOME AND GAINS

其他收入及收益分析如下：

An analysis of other income and gains is as follows:

Deferred income released to profit or loss (note 32): Over the expected useful lives of

Total deferred income released to profit or loss

2013 二零一三年

RMB’000

RMB’000

人民幣千元

人民幣千元

撥至損益的遞延收益 （附註 32）： 按相關資產預期可 使用年期

the related assets Upon disposal of the related assets

2014 二零一四年

出售相關資產時

24,459

5,039

131,226

48,130

155,685

53,169

撥至損益的遞延 收益總額

Bank interest income

銀行利息收入

11,097

6,669

Interest income on retention money

質保金利息收入

12,616

–

Government grants*

政府補助 *

51,426

16,644

Gain on disposal of an available-for-sale 出售可供出售股本投資 equity investment Others

*

的收益 其他

There were no unfulfilled conditions or contingencies relating to these

*

1,315

–

1,482

999

233,621

77,481

概無有關該等補助的未達成條件或或 然事件。

grants.

– F-300 –

119

120

China Singyes Solar Technologies Holdings Limited Annual Report 2014

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

6. 融資成本

6. FINANCE COSTS

融資成本分析如下：

An analysis of finance costs is as follows:

Interest on overdrafts, bank

2014

2013

二零一四年

二零一三年

Notes

RMB’000

RMB’000

附註

人民幣千元

人民幣千元

透支、銀行及

and other loans:

其他貸款的利息：

Wholly repayable within five years

須於五年內悉數償還

112,469

74,446

Wholly repayable over five years

須於五年後悉數償還

14,132

–

126,601

74,446

36,508

24,800

Interest on discounted

應收貼現票據利息

bills receivable Interest on convertible bonds

可換股債券利息

29

37,762

–

Interest on senior notes

優先票據利息

30

5,328

–

Imputed interest accelerated

提早償還其他貸款時

amortisation on an early

算定利息加速攤銷

redemption of other loans Others

其他

– F-301 –

24,879

–

6,845

11,658

237,923

110,904

二零一四年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

7. 除稅前溢利

7. PROFIT BEFORE TAX

本集團除稅前溢利乃經扣除以下各項：

The Group’s profit before tax is arrived at after charging:

Cost of construction contracts and

2014

2013

Notes

二零一四年 RMB’000

二零一三年 RMB’000

附註

人民幣千元

人民幣千元

建築合同及設計服務成本 2,931,638

2,486,337

Cost of inventories sold

design services 已售存貨成本

1,009,354

670,634

Cost of electricity sold

已售電力成本

21,410

5,138

Depreciation

折舊

14

110,910

64,299

Amortisation of prepaid land lease

預付土地租賃款項攤銷 15

2,183

2,014

16

687

797

payments Amortisation of intangible assets

無形資產攤銷

Minimum lease payments under

經營租賃下的最低

operating leases

租賃付款

Research costs

研究成本

Auditors’ remuneration

核數師酬金

Staff costs (including directors’ and

員工成本（包括董事及

chief executive’s remuneration (note 8)):

行政總裁薪酬（附註 8））：

Wages and salaries and

工資、薪金及相關福利

relevant benefits Pension scheme contributions

退休金計劃供款

Equity-settled share option expense

股本結算之購股權開支

Impairment loss on intangible assets

無形資產減值虧損

Impairment loss on property,

物業、廠房及設備減值

plant and equipment

虧損

5,599

4,648

20,016

23,703

7,001

5,998

182,204

154,614

6,693

5,697

1,109

2,112

190,006

162,423

16

–

1,063

34

14

6,747

–

應收貿易款項減值虧損

22

278

–

Impairment loss on other receivables

其他應收款項減值虧損

23

1,693

–

Loss on settlement of derivative

結算衍生金融工具的虧損 3,551

–

3,042

–

10,102

–

設備項目虧損

72,747

28,505

匯兌虧損，淨額

3,017

2,318

Impairment loss on trade receivables

financial instruments Fair value loss on derivative financial instruments Issue expenses of convertible bonds charged to profit or loss Loss on disposal of items of property, plant and equipment Exchange losses, net

衍生金融工具的 公平值虧損

27

在損益扣除的 可換股債券發行開支 出售物業、廠房及

– F-302 –

121

122

China Singyes Solar Technologies Holdings Limited Annual Report 2014

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

8. DIRECTORS’ AND CHIEF EXECUTIVE’S REMUNERATION Directors’ and chief executive’s remuneration for the year, disclosed

8. 董事及行政總裁酬金 根據香港聯合交易所有限公司（「香港聯

pursuant to the Rules Governing the Listing of Securities on the Stock

交所」）證券上市規則及香港公司條例

Exchange of Hong Kong Limited (the “HKSE”) and section 78 of

（法例第 622 章）附表 11 第 78 條並參考

Schedule 11 to the Hong Kong Companies Ordinance (Cap. 622), with

前身香港公司條例（法例第 32 章）第 161

reference to section 161 of the predecessor Hong Kong Companies

條披露的年內董事及行政總裁酬金如

Ordinance (Cap. 32), is as follows:

下：

Fees

袍金

Other emoluments:

其他酬金：

Salaries, allowances and

2013 二零一三年

RMB’000

RMB’000

人民幣千元

人民幣千元

4,573

4,558

1,886

1,503

36

36

6,495

6,097

薪金、津貼及實物利益

benefits in kind Pension scheme contributions

2014 二零一四年

退休金計劃供款

– F-303 –

二零一四年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

8. 董事及行政總裁酬金（續）

8. DIRECTORS’ AND CHIEF EXECUTIVE’S REMUNERATION (Continued)

Salaries, allowances

Pension

and benefits

scheme

in kind contributions

2014

二零一四年

Executive directors:

執行董事：

Fees

薪金、津貼

Total

退休金 remuneration

袍金

及實物利益

計劃供款

薪酬總計

RMB’000

RMB’000

RMB’000

RMB’000

人民幣千元

人民幣千元

人民幣千元

人民幣千元

Mr. Liu Hongwei*

劉紅維先生 *

1,420

706

12

2,138

Mr. Sun Jinli

孫金禮先生

1,183

551

12

1,746

Mr. Xie Wen

謝文先生

1,183

629

12

1,824

3,786

1,886

36

5,708

Non-executive directors:

非執行董事：

Mr. Cao Zhirong

曹志榮先生

107

–

–

107

Mr. Li Huizhong

李會忠先生

107

–

–

107

214

–

–

214

Independent non-executive directors: 獨立非執行董事： Mr. Wang Ching

王京先生

158

–

–

158

Mr. Yick Wing Fat, Simon

易永發先生

237

–

–

237

Mr. Cheng Jinshu

程金樹先生

178

–

–

178

573

–

–

573

4,573

1,886

36

6,495

– F-304 –

123

124

China Singyes Solar Technologies Holdings Limited Annual Report 2014

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

8. 董事及行政總裁酬金（續）

8. DIRECTORS’ AND CHIEF EXECUTIVE’S REMUNERATION (Continued)

Salaries, allowances

2013

二零一三年

Executive directors:

執行董事：

Pension

and benefits

scheme

in kind

contributions

Total

Fees

薪金、津貼

退休金

remuneration

袍金

及實物利益

計劃供款

薪酬總計

RMB’000

RMB’000

RMB’000

RMB’000

人民幣千元

人民幣千元

人民幣千元

人民幣千元

Mr. Liu Hongwei

劉紅維先生

1,415

578

12

2,005

Mr. Sun Jinli

孫金禮先生

1,179

434

12

1,625

Mr. Xie Wen

謝文先生

1,179

491

12

1,682

3,773

1,503

36

5,312

Non-executive directors:

非執行董事：

Mr. Cao Zhirong

曹志榮先生

107

–

–

107

Mr. Li Huizhong

李會忠先生

107

–

–

107

214

–

–

214

157

–

–

157

Independent non-executive directors: 獨立非執行董事： Mr. Wang Ching

*

王京先生

Mr. Yick Wing Fat, Simon

易永發先生

236

–

–

236

Mr. Cheng Jinshu

程金樹先生

178

–

–

178

571

–

–

571

4,558

1,503

36

6,097

Mr. Liu Hongwei who acts as an executive director of the Company is also

*

劉紅維先生擔任本公司執行董事，亦 為本公司行政總裁。

the chief executive officer of the Company.

There was no arrangement under which a director or the chief

年內並無任何董事或行政總裁放棄或同

executive waived or agreed to waive any remuneration during the year

意放棄任何薪酬之安排（二零一三年：

(2013: Nil).

無）。

– F-305 –

二零一四年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

9. 五位最高薪僱員

9. FIVE HIGHEST PAID EMPLOYEES The five highest paid employees during the year included two directors

年內，五位最高薪僱員中包括兩位董事

and the chief executive (2013: two directors and the chief executive),

及行政總裁（二零一三年：兩位董事及

details of whose remuneration are set out in note 8 above. Details of

行政總裁），彼等的薪酬詳情載於上文

the remuneration for the year of the remaining two (2013: two) highest

附註 8。餘下兩位（二零一三年：兩位）

paid employees who are neither a director nor chief executive of the

非本公司董事及非行政總裁最高薪僱員

Company are as follows:

年內的薪酬詳情如下：

Salaries, allowances and

2013

二零一四年

二零一三年

RMB’000

RMB’000

人民幣千元

人民幣千元

1,987

1,703

18

22

2,005

1,725

薪金、津貼及實物利益

benefits in kind Pension scheme contributions

2014

退休金計劃供款

The number of non-director and non-chief executive highest paid

下列薪酬範圍內非董事及非行政總裁最

employees whose remuneration fell within the following band is as

高薪僱員的數目如下：

follows: Number of employees 僱員數目

HK$1,000,001 to HK$1,500,000

1,000,001 港元至 1,500,000 港元

– F-306 –

2014

2013

二零一四年

二零一三年

2

2

125

126

China Singyes Solar Technologies Holdings Limited Annual Report 2014

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

10. 所得稅

10. INCOME TAX The Group is subject to income tax on an entity basis on profits arising

本集團須就其成員公司所處及運營的各

in or derived from the respective jurisdictions in which members of the

自司法權區所產生或賺取的溢利，按實

Group are domiciled and operate.

體基準交納所得稅。

Pursuant to the rules and regulations of Bermuda, Samoa and the

根據百慕達、薩摩亞及英屬處女群島法

British Virgin Islands, the Group is not subject to any income tax in

律法規，本集團無須繳納百慕達、薩摩

Bermuda, Samoa and the British Virgin Islands.

亞及英屬處女群島的任何所得稅。

No provision for Hong Kong, Macao, Singapore and Nigeria profits tax

於年內本集團並無於香港、澳門、新加

has been made as the Group had no assessable profit derived from or

坡及尼日利亞產生或賺取任何應課稅溢

earned in Hong Kong, Macau, Singapore and Nigeria during the year.

利，故並無就香港、澳門、新加坡及尼 日利亞利得稅計提撥備。

Mainland China profits tax has been provided at the respective CIT

中國大陸所得稅乃基於中國大陸附屬公

rates applicable to the subsidiaries located in Mainland China as

司適用的有關企業所得稅率，按年內中

determined in accordance with the relevant income tax rules and

國之有關所得稅法規及規例作出撥備。

regulations of the PRC for the year. The major components of income tax expense for the year are as

本年度所得稅開支主要部分如下：

follows:

Current – Mainland China – Charge for the year

2014

2013

二零一四年

二零一三年

RMB’000

RMB’000

人民幣千元

人民幣千元

125,084

110,760

當期所得稅 － 中國大陸 － 年內開支

Deferred (note 31)

遞延（附註 31）

(11,010)

Total tax charge for the year

年內稅項開支總額

114,074

– F-307 –

25,155

135,915

二零一四年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

10. 所得稅（續）

10. INCOME TAX (Continued) A reconciliation of the tax expense applicable to profit before tax at the

以集團的除稅前溢利，按集團內各公司

applicable tax rates for the jurisdictions in which companies within the

所在之司法管轄區的適用稅率計算的

Group are domiciled to the tax expense at the effective tax rate is as

稅項開支，及按實際稅率計算的稅項開

follows:

支，兩者對賬如下： 2014

2013

二零一四年

二零一三年

RMB’000

RMB’000

人民幣千元

人民幣千元

Profit before tax

除稅前溢利

698,913

626,506

At the applicable tax rates

按適用稅率計算

108,637

98,625

Income not subject to tax

毋須課稅收入

Expenses not deductible for tax

不可扣減稅項開支

Tax losses utilised from

以前年度未獲確認的

(7,933) 7,533

– 6,858

稅項虧損的使用

(2,296)

Tax losses not recognised

未獲確認的稅項虧損

8,133

2,966

Effect of withholding tax at 5% on

本集團於中國大陸附屬公司

–

28,363

114,074

135,915

previous periods

the distributable profits

的可分配溢利按預扣稅 5%

of the Group’s

計算的影響（附註 31）

(897)

subsidiaries in Mainland China (note 31)

Tax charge at the Group’s effective tax rate

本集團實際稅率 的稅項開支

Except for Zhuhai Singyes Green Building Technology Co., Ltd. (“Zhuhai

除珠海興業綠色建築科技有限公司（「珠

Singyes”), Zhuhai Singyes Renewable Energy Technology Co., Ltd.

海興業」 ）、珠海興業新能源科技有限公

(“Singyes Renewable Energy”), Hunan Singyes Solar Technology

司（「興業新能源」）、湖南興業太陽能科

Co., Ltd. (“Hunan Singyes”), Xinjiang Singyes Renewable Energy

技有限公司（「湖南興業」）、新疆興業新

Technology Co., Ltd. (“Xinjiang Singyes”) and Wuwei DongRun Solar

能源有限公司（「新疆興業」）及武威東潤

Energy Development Co., Ltd. (“Wuwei Dongrun”), which are further

太陽能開發有限公司（「武威東潤」） （如

mentioned below, the Group’s subsidiaries in Mainland China are

下文進一步所述）以外，本集團於中國

subject to CIT at a rate of 25%.

大陸的附屬公司須繳納 25% 的企業所得 稅。

– F-308 –

127

128

China Singyes Solar Technologies Holdings Limited Annual Report 2014

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

10. 所得稅（續）

10. INCOME TAX (Continued) In 2014, Zhuhai Singyes, Singyes Renewable Energy and Hunan

二零一四年，珠海興業、興業新能源及

Singyes are entitled to a preferential PRC CIT rate of 15% as Hunan

湖南興業享受中國企業所得稅優惠稅率

Singyes was accredited as “High and New Technology Enterprise”

15%，此乃由於湖南興業被認定為「高

(“HNTE”) while Zhuhai Singyes and Singyes Renewable Energy

新技術企業」 （「高新技術企業」 ），而珠 海興業及興業新能源獲續新的高新技術

renewed their certificates of HNTE.

企業證書。 In accordance with the “List of Public Infrastructure Projects Enjoying

根據財政部、國家稅務總局及國家發展

Enterprise Income Tax Preference” (the “List”) promulgated by the

和改革委員會發佈的《公共基礎設施項

Ministry of Finance, the State Administration of Taxation and the

目企業所得稅優惠目錄》 （「目錄」），從

National Development and Reform Commission, profit generated

事獲批太陽能建築項目的企業，自項目

by enterprises engaging in the approved projects of solar power

取得第一筆生產經營收入所屬納稅年度

construction will be exempted from PRC CIT for their first three years

起，第一年至第三年免徵中國企業所得

and is entitled to a 50% tax reduction for the subsequent three years

稅，其後三年減半徵收企業所得稅（「三

(“三免三減半”) since their first revenue-generating year. First revenue-

免三減半」）。首個經營收入產生年度指

generating year refers to the year during which the first revenue is

自太陽能建築項目產生第一筆收入的年

derived from the solar power construction project. As Xinjiang Singyes

度。由於新疆興業及武威東潤從事太陽

and Wuwei Dongrun are engaging in the solar power construction

能建築項目並於二零一四年產生第一筆

project and generated its first revenue in 2014, they will not be liable

收入，該等公司於二零一四年至二零

for PRC CIT for 2014 to 2016 and will be subject to PRC CIT at a rate

一六年免徵中國企業所得稅，而於二零

of 12.5% from 2017 to 2019.

一七年至二零一九年按 12.5% 的稅率繳 納中國企業所得稅。

11. PROFIT ATTRIBUTABLE TO OWNERS OF THE COMPANY

11. 本公司擁有人應佔溢利

The consolidated profit attributable to owners of the Company for the

截至二零一四年十二月三十一日止年

year ended 31 December 2014 includes a loss of RMB19,924,000

度，本公司擁有人應佔綜合溢利包括虧

(2013: loss of RMB15,968,000), which has been dealt with in the

損人民幣 19,924,000 元（二零一三年：

financial statements of the Company (note 35).

虧損人民幣 15,968,000 元 )，已載於本 公司財務報表（附註 35）。

– F-309 –

二零一四年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

12. 股息

12. DIVIDENDS

Proposed final – HK9 cents (2013: HK9 cents)

2014

2013

二零一四年

二零一三年

RMB’000

RMB’000

人民幣千元

人民幣千元

49,374

48,954

建議末期股息 － 每股普通股 9 港仙 （二零一三年：9 港仙）

per ordinary share The proposed final dividend for the year is subject to the approval

本年度擬派之末期股息須獲本公司股東

of the Company’s shareholders at the forthcoming annual general

於應屆股東週年大會上批准。

meeting.

13. EARNINGS PER SHARE ATTRIBUTABLE TO ORDINARY EQUITY HOLDERS OF THE COMPANY

13. 本公司普通股權益持有人應 佔每股盈利

The calculation of the basic earnings per share amount is based on

每股基本盈利乃根據本公司普通股權益

the profit for the year attributable to ordinary equity holders of the

持有人應佔年內溢利及年內已發行普通

Company, and the weighted average number of ordinary shares of

股 的 加 權 平 均 數 694,193,675 股（ 二 零

694,193,675 (2013: 652,800,351) in issue during the year.

一三年：652,800,351 股）計算。

The calculation of the diluted earnings per share amount is based

每股攤薄盈利乃根據計算每股基本盈利

on the profit for the year attributable to ordinary equity holders of the

時採用的本公司普通股權益持有人應佔

Company as used in the basic earnings per share calculation, adjusted

年內溢利計算，並作出調整，以反映可

to reflect the interest on the convertible bonds and fair value gains on

換股債券的利息及可換股債券轉換權的

the conversion rights of the convertible bonds, where applicable (see

公平值收益（如適用） （見下文） 。計算

below). The weighted average number of ordinary shares used in the

時採用的普通股加權平均數為於年內發

calculation is the number of ordinary shares in issue during the year,

行的普通股數目（用於計算每股基本盈

as used in the basic earnings per share calculation, and the weighted

利），以及假設於所有攤薄潛在普通股

average number of ordinary shares assumed to have been issued at

被視為行使或轉換為普通股後無償發行

no consideration on the deemed exercise or conversion of all dilutive

的普通股加權平均數。

potential ordinary shares into ordinary shares.

– F-310 –

129

130

China Singyes Solar Technologies Holdings Limited Annual Report 2014

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

13. EARNINGS PER SHARE ATTRIBUTABLE TO ORDINARY EQUITY HOLDERS OF THE COMPANY (Continued) The calculations of basic and diluted earnings per share are based on:

Earnings

盈利

Profit attributable to ordinary

計算每股基本盈利的

equity holders of the Company

本公司普通股權益

used in the basic earnings

持有人應佔溢利

per share calculation: Interest on convertible bonds

可換股債券利息

Less: fair value gains on

減：可換股債券轉換權

the conversion rights

每股基本及攤薄盈利的計算乃根據： 2014

2013

二零一四年

二零一三年

RMB’000

RMB’000

人民幣千元

人民幣千元

584,269

490,587

37,762

–

的公平值收益 (115,719)

of the convertible bonds

Profit attributable to ordinary

13. 本公司普通股權益持有人應 佔每股盈利（續）

–

扣除可換股債券利息及

equity holders of the Company

可換股債券轉換權

before interest on convertible bonds

的公平值收益

and fair value gains on

本公司普通股權

the conversion rights of

益持有人應佔溢利 506,312

the convertible bonds

– F-311 –

490,587

二零一四年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

13. EARNINGS PER SHARE ATTRIBUTABLE TO ORDINARY EQUITY HOLDERS OF THE COMPANY (Continued)

13. 本公司普通股權益持有人應 佔每股盈利（續） Number of shares 股份數目

Shares

股份

Weighted average number of

計算每股基本盈利的年內

ordinary shares in issue

2014

2013

二零一四年

二零一三年

694,193,675

652,800,351

已發行普通股的加權平均數

during the year used in the basic earnings per share calculation Effect of dilution – weighted average

攤薄影響 － 普通股

number of ordinary shares:

加權平均數：

Share options

購股權

14,101,924

13,226,556

Convertible bonds

可換股債券

28,828,025

–

737,123,624

666,026,907

– F-312 –

131

132

China Singyes Solar Technologies Holdings Limited Annual Report 2014

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

14. 物業、廠房及設備

14. PROPERTY, PLANT AND EQUIPMENT

本集團

Group

31 December 2014 二零一四年十二月三十一日

Land and buildings 土地及樓宇 RMB’000 人民幣千元

Plant and machinery 機器設備 RMB’000 人民幣千元

Motor vehicles 汽車 RMB’000 人民幣千元

Office equipment and furniture 辦公室 設備及傢具 RMB’000 人民幣千元

成本： 於二零一四年 一月一日 添置 Additions 調轉 Transfers 出售 Disposals Exchange realignment 匯兌調整

1,062,507 2,637 64,008 – 58

275,734 14,528 3,466 – –

12,576 1,803 – (118) –

23,767 3,427 – – 1

1,454,144 126,429 414,312 (168,967) –

18,118 906,247 (481,786) – –

2,846,846 1,055,071 – (169,085) 59

At 31 December 2014 於二零一四年 十二月三十一日

1,129,210

293,728

14,261

27,195

1,825,918

442,579

3,732,891

47,207

77,875

8,268

15,716

17,566

–

166,632

21,617

26,398

1,748

3,165

57,982

–

110,910

2,243 – 7

4,504 – –

– – –

– – 1

– (6,477) –

– – –

6,747 (6,477) 8

71,074

108,777

10,016

18,882

69,071

–

277,820

Net carrying amount: 賬面淨值： 於二零一四年 At 1 January 2014 一月一日

1,015,300

197,859

4,308

8,051

1,436,578

18,118

2,680,214

At 31 December 2014 於二零一四年 十二月三十一日

1,058,136

184,951

4,245

8,313

1,756,847

442,579

3,455,071

Photovoltaic power station 光伏電站 RMB’000 人民幣千元

Construction in progress 在建工程 RMB’000 人民幣千元

Total 總計 RMB’000 人民幣千元

Cost: At 1 January 2014

Accumulated depreciation and impairment: At 1 January 2014

累計折舊及減值：

於二零一四年 一月一日 Depreciation provided 本年度折舊 撥備 for the year Impairment provided 本年度減值 撥備 for the year 出售 Disposals Exchange realignment 匯兌調整 At 31 December 2014 於二零一四年 十二月三十一日

– F-313 –

二零一四年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

14. 物業、廠房及設備（續）

14. PROPERTY, PLANT AND EQUIPMENT (Continued) Group (Continued)

本集團（續）

Land and buildings 土地及樓宇 RMB’000 人民幣千元

Plant and machinery 機器設備 RMB’000 人民幣千元

Motor vehicles 汽車 RMB’000 人民幣千元

Office equipment and furniture 辦公室 設備及傢具 RMB’000 人民幣千元

成本： 於二零一三年 一月一日 添置 Additions 調轉 Transfers 出售 Disposals Exchange realignment 匯兌調整

1,050,218 – 12,820 – (531)

268,230 6,894 610 – –

11,569 1,007 – – –

22,822 739 211 – (5)

272,823 620,658 653,271 (92,608) –

21,999 663,031 (666,912) – –

1,647,661 1,292,329 – (92,608) (536)

At 31 December 2013 於二零一三年 十二月三十一日

1,062,507

275,734

12,576

23,767

1,454,144

18,118

2,846,846

於二零一三年 一月一日 Provided for the year 本年度撥備 出售 Disposals Exchange realignment 匯兌調整

25,873 21,378 – (44)

55,707 22,168 – –

6,380 1,888 – –

7,430 8,291 – (5)

6,992 10,574 – –

– – – –

102,382 64,299 – (49)

At 31 December 2013 於二零一三年 十二月三十一日

47,207

77,875

8,268

15,716

17,566

–

166,632

Net carrying amount: 賬面淨值： 於二零一三年 At 1 January 2013 一月一日

1,024,345

212,523

5,189

15,392

265,831

21,999

1,545,279

At 31 December 2013 於二零一三年 十二月三十一日

1,015,300

197,859

4,308

8,051

1,436,578

18,118

2,680,214

31 December 2013 二零一三年十二月三十一日

Photovoltaic power station 光伏電站 RMB’000 人民幣千元

Construction in progress 在建工程 RMB’000 人民幣千元

Total 總計 RMB’000 人民幣千元

Cost: At 1 January 2013

Accumulated depreciation: At 1 January 2013

累計折舊：

– F-314 –

133

134

China Singyes Solar Technologies Holdings Limited Annual Report 2014

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

14. PROPERTY, PLANT AND EQUIPMENT (Continued)

14. 物業、廠房及設備（續）

Group (Continued)

本集團（續）

Note:

附註：

(a)

At 31 December 2014, certain of the Group’s land and buildings with

(a)

於二零一四年十二月三十一日，本集

a net carrying amount of approximately RMB315,170,000 (2013:

團 賬 面 淨 值 約 人 民 幣 315,170,000 元

RMB318,655,000) were pledged to secure bank and other loans granted

（二零一三年：人民幣318,655,000元） 的若干土地及樓宇已抵押作為授予本

to the Group (note 28(a)).

集團的銀行及其他貸款之擔保（附註 28（a））。 (b)

As at 31 December 2014, the application for the property ownership

(b)

於二零一四年十二月三十一日，賬面

certificates of certain buildings with a net carrying amount of

淨值約為人民幣 275,844,000 元（二零

approximately RMB275,844,000 (2013: RMB283,905,000) was in

一三年：人民幣 283,905,000 元）之若

progress. Those buildings can only be sold, transferred or mortgaged

干樓宇之物業產權證書正在申請過程

when their relevant ownership certificates have been obtained.

當中。該等樓宇僅於取得其相關的產 權證書時方可出售、轉讓或按揭。

(c)

As at 31 December 2014, the rights on the annual return generated

(c)

於 二 零 一 四 年 十 二 月 三 十 一 日， 光

from the photovoltaic power station with a net carrying amount of

伏電站產生的賬面淨值約人民幣

approximately RMB32,498,000 (2013: Nil) were assigned to an

32,498,000 元（二零一三年：零）之年

independent third party for twenty years for a loan obtained by the Group

度回報權利已就本集團取得的一筆年

(note 28).

期二十年的貸款轉讓予一名獨立第三 方（附註 28）。

(d)

An impairment loss of RMB3,290,000 (2013: Nil) was recognised during

(d)

由於經濟表現遜於預期，年內確認減

the year to write down the carrying amount of the buildings and power

值虧損人民幣 3,290,000 元（二零一三

plant of Zhuhai Singyes Xinye Electricity Technology Co., Ltd. (“Singyes

年：零），以將珠海鑫業電力科技有

Xinye”) (“Power Plant CGU”), which is regarded as a separate cash

限公司（「鑫業電力」）的樓宇及發電廠

generating unit for impairment assessment purpose, to its recoverable

（「發電廠現金產生單位」，就減值評估

amount as the economic performance of it was worse than expected.

而言被視為獨立的現金產生單位）之賬 面值撇減至其可收回金額。

The recoverable amount of the Power Plant CGU was determined based

發電廠現金產生單位的可收回金額乃

on the value in use calculation with a discount rate of 11.6%. The

基於使用價值以貼現率 11.6% 計算。

recoverable amounts of the Power Plant CGU is RMB20,642,000.

發電廠現金產生單位的可收回金額為 人民幣 20,642,000 元。

– F-315 –

二零一四年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

14. 物業、廠房及設備（續）

14. PROPERTY, PLANT AND EQUIPMENT (Continued)

年 內 確 認 減 值 虧 損 人 民 幣 3,457,000

An impairment loss of RMB3,457,000 (2013: Nil) was recognised during the year to write down the carrying amount of the production machine

元（二零一三年：零），以將珠海興業

of Zhuhai Singyes Applicable Materials Co., Ltd. (“Zhuhai Singyes

應用材料科技有限公司（「珠海興業應

Applicable Materials”) to its disposal value which was estimated to be

用材料」 ）的生產機械之賬面值撇減至

zero as the machine was becoming idle and did not meet the condition

其出售價值。由於機器閒置且不符合

necessary for it to be capable of operating in the manner intended by

按管理層擬定方式運作的必要條件，

management.

因此其出售價值估計為零。

本公司

Company

Office equipment

31 December 2014 二零一四年十二月三十一日

Land and

and furniture

buildings

辦公室設備

Total

土地及樓宇

及傢具

總計

RMB’000

RMB’000

RMB’000

人民幣千元

人民幣千元

人民幣千元

16,994

160

17,154

58

1

59

17,052

161

17,213

1,709

158

1,867

458

2

460

7

1

8

2,174

161

2,335

Cost:

成本：

At 1 January 2014

於二零一四年一月一日

Exchange realignment

匯兌調整

At 31 December 2014

於二零一四年十二月三十一日

Accumulated depreciation:

累計折舊：

At 1 January 2014

於二零一四年一月一日

Provided for the year

本年度撥備

Exchange realignment

匯兌調整

At 31 December 2014

於二零一四年十二月三十一日

Net carrying amount:

賬面淨值：

At 1 January 2014

於二零一四年一月一日

15,285

2

15,287

At 31 December 2014

於二零一四年十二月三十一日

14,878

–

14,878

– F-316 –

135

136

China Singyes Solar Technologies Holdings Limited Annual Report 2014

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

14. 物業、廠房及設備（續）

14. PROPERTY, PLANT AND EQUIPMENT (Continued)

本公司（續）

Company (Continued)

Office equipment Land and

and furniture

buildings

辦公室設備

Total

土地及樓宇

及傢具

總計

31 December 2013 二零一三年十二月三十一日 Cost:

RMB’000

RMB’000

RMB’000

人民幣千元

人民幣千元

人民幣千元

17,525

165

17,690

成本：

At 1 January 2013

於二零一三年一月一日

Exchange realignment

匯兌調整

At 31 December 2013

於二零一三年十二月三十一日

Accumulated depreciation:

累計折舊：

(531)

(5)

(536)

16,994

160

17,154

At 1 January 2013

於二零一三年一月一日

1,280

162

1,442

Provided for the year

本年度撥備

473

1

474

Exchange realignment

匯兌調整

(44)

(5)

(49)

At 31 December 2013

於二零一三年十二月三十一日

Net carrying amount:

賬面淨值：

At 1 January 2013

At 31 December 2013

1,709

158

1,867

於二零一三年一月一日

16,245

3

16,248

於二零一三年十二月三十一日

15,285

2

15,287

At 31 December 2014, the Company’s land and buildings with

於二零一四年十二月三十一日，本公司

a net carrying amount of approximately RMB14,878,000 (2013:

賬面淨值約人民幣 14,878,000 元（二零

RMB15,285,000) were pledged to secure bank loans granted to the

一三年：人民幣 15,285,000 元）的土地

Group (note 28).

及樓宇已抵押作為授予本集團的銀行貸 款之擔保（附註 28）。

– F-317 –

二零一四年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

15. 預付土地租賃款項

15. PREPAID LAND LEASE PAYMENTS

Group 本集團

Carrying amount at 1 January

2014

2013

二零一四年

二零一三年

RMB’000

RMB’000

人民幣千元

人民幣千元

94,608

92,697

5,088

3,925

(2,183)

(2,014)

97,513

94,608

於一月一日之賬面值

Additions

添置

Amortisation charged for the year

本年度攤銷（附註 7）

(note 7)

Carrying amount at 31 December

於十二月三十一日之賬面值

At 31 December 2014, certain of the Group’s prepaid land

於二零一四年十二月三十一日，本集團

lease payments with a net carrying amount of approximately

賬面淨值約人民幣 91,555,000 元（二零

RMB91,555,000 (2013: RMB93,542,000) were pledged to secure

一三年：人民幣 93,542,000 元）的若干

bank loans granted to the Group (note 28 (b)).

預付土地租賃款項已抵押作為授予本集 團的銀行貸款之擔保（附註 28(b)）。

The leasehold land is held under a medium term lease and is situated

租賃土地乃根據中期租約持有，位於中

in Mainland China.

國大陸。

– F-318 –

137

138

China Singyes Solar Technologies Holdings Limited Annual Report 2014

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

16. 無形資產

16. INTANGIBLE ASSETS

本集團

Group

Operating Software 31 December 2014 二零一四年十二月三十一日 Cost:

成本：

At 1 January 2014

於二零一四年一月一日

Additions

添置

At 31 December 2014

於二零一四年十二月三十一日

Accumulated amortisation

累計攤銷及減值：

rights

Total

軟件

經營權

總計

RMB’000

RMB’000

RMB’000

人民幣千元

人民幣千元

人民幣千元

1,664

4,107

5,771

609

–

609

2,273

4,107

6,380

808

3,291

4,099

343

344

687

1,151

3,635

4,786

856

816

1,672

1,122

472

1,594

and impairment: At 1 January 2014

於二零一四年一月一日

Amortisation provided during

年內攤銷撥備（附註 7）

the year (note 7)

At 31 December 2014

於二零一四年十二月三十一日

Net carrying amount:

賬面淨值：

At 1 January 2014

於二零一四年一月一日

At 31 December 2014

於二零一四年十二月三十一日

– F-319 –

二零一四年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

16. 無形資產（續）

16. INTANGIBLE ASSETS (Continued)

本集團（續）

Group (Continued)

Operating Software 31 December 2013 二零一三年十二月三十一日 Cost:

成本：

At 1 January 2013

於二零一三年一月一日

Additions

添置

At 31 December 2013

於二零一三年十二月三十一日

Accumulated amortisation

累計攤銷及減值：

rights

Total

軟件

經營權

總計

RMB’000

RMB’000

RMB’000

人民幣千元

人民幣千元

人民幣千元

1,264

4,107

5,371

400

–

400

1,664

4,107

5,771

and impairment: At 1 January 2013

於二零一三年一月一日

506

1,733

2,239

Amortisation provided for the year 年內攤銷撥備

302

495

797

Impairment provided for the year

年內減值撥備

–

1,063

1,063

At 31 December 2013

於二零一三年十二月三十一日

808

3,291

4,099

Net carrying amount:

賬面淨值：

At 1 January 2013

於二零一三年一月一日

758

2,374

3,132

At 31 December 2013

於二零一三年十二月三十一日

856

816

1,672

– F-320 –

139

140

China Singyes Solar Technologies Holdings Limited Annual Report 2014

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

17. 於附屬公司的投資

17. INVESTMENTS IN SUBSIDIARIES

Company 本公司

Unlisted shares, at cost* Loans to subsidiaries

*

^

2014

2013

二零一四年

二零一三年

RMB’000

RMB’000

人民幣千元

人民幣千元

–

–

1,900,333

1,120,039

1,900,333

1,120,039

非上市股份，按成本 * 貸款予附屬公司

^

As at 31 December 2014 and 2013, total costs of investments of the

*

於二零一四年及二零一三年十二月 三十一日，本公司直接擁有附屬公司

Company’s directly owned subsidiaries are RMB17.

的總投資成本為人民幣 17 元。 ^

In the opinion of the directors, these loans to subsidiaries are considered as part of the Company’s investments in its subsidiaries

^

董事認為，該等提供予附屬公司的貸 款被視為本公司於該等附屬公司的投 資的一部分。

.

Amounts due to subsidiaries included in the Company’s liabilities as at

於二零一四年及二零一三年十二月

31 December 2014 and 2013 were unsecured, interest-free and were

三十一日，包括於本公司負債內的應付

repayable within one year.

附屬公司款項為無抵押、免息及須於一 年內償還。

– F-321 –

二零一四年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

17. INVESTMENTS IN SUBSIDIARIES (Continued)

17. 於附屬公司的投資（續） 附屬公司之詳情載列如下：

Particulars of the principal subsidiaries are set out below: Place of incorporation/ registration Company name

and business

公司名稱

登記及營業地點

Nominal value

Equity interests

of paid-up

attributable to

share capital

the Company

繳足股本面值 (’000)

權益百分比 (%)

註冊成立╱

Principal activities

本公司應佔 主要業務

（千元） Directly held:

直接持有： Singyes Engineering (H.K.) Co., Ltd. (“Singyes Engineering”)

Hong Kong

–(a)

100.0

香港

Design, manufacture, supply and installation of curtain walls

香港興業工程有限公司

設計、製造、供應及

（「興業工程」）

安裝幕墻

Indirectly held:

間接持有： Zhuhai Singyes Green Building Technology Co., Ltd.

Mainland China

US$49,000

中國大陸

49,000 美元

100.0

Design, manufacture, supply and installation of curtain walls and

(“Zhuhai Singyes”)(b) (c)

photovoltaic power station

珠海興業綠色建築

設計、製造、供應及

科技有限公司

安裝幕墻及光伏電站

（「珠海興業」）(b)(c) Singyes Renewable Energy(b) (d)

Mainland China

US$18,125

中國內地

18,125 美元

100.0

Research, development manufacture and sale of

興業新能源 (b) (d)

photovoltaic products 研究、開發、製造及 銷售光伏產品

Singyes Xinye(d)

Mainland China

鑫業電力 (d)

中國內地

RMB20,000

100.0

Development of new

人民幣

energy materials,

20,000 元

and development of marine biology technology 開發新能源材料及 開發海洋生物技術

– F-322 –

141

142

China Singyes Solar Technologies Holdings Limited Annual Report 2014

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

17. INVESTMENTS IN SUBSIDIARIES (Continued) Particulars of the principal subsidiaries are set out below: (Continued)

17. 於附屬公司的投資（續） 附屬公司之詳情載列如下：（續）

Place of incorporation/ registration Company name

and business

公司名稱

登記及營業地點

Nominal value

Equity interests

of paid-up

attributable to

share capital

the Company

繳足股本面值 (’000)

權益百分比 (%)

註冊成立╱

Principal activities

本公司應佔 主要業務

（千元） Indirectly held: (Continued)

間接持有：（續） Zhuhai Singyes Applicable Materials(e)

Mainland China 中國大陸

珠海興業應用材料 (e)

RMB50,000

100.0

人民幣

Research, manufacture and sale of photovoltaic

50,000 元

film 研究、製造及銷售光伏薄膜

Hunan Singyes(c)

Mainland China

湖南興業 (c)

中國內地

RMB411,403

100.0

人民幣

Research, development, manufacture and sale of

411,403 元

solar products 研究、開發、製造及 銷售太陽能產品

Singyes Energy-saving

Mainland China

Technologies Co., Ltd. 中國內地 (“Singyes Energy-saving”)(b)(d)

US$65,000

100.0

65,000 美元

Research and development of energy-saving products

珠海興業節能科技有限公司

研究及開發節能產品

（「興業節能」）(b)(d) Xinjiang Singyes(f)

Mainland China

新疆興業 (f)

中國內地

RMB438,274 人民幣 438,274 元

77.5

Research, design and investment of solar power projects 研究、設計及 投資太陽能項目

– F-323 –

二零一四年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

17. INVESTMENTS IN SUBSIDIARIES (Continued) Particulars of the principal subsidiaries are set out below: (Continued)

17. 於附屬公司的投資（續） 附屬公司之詳情載列如下：（續）

Place of incorporation/ registration Company name

and business

公司名稱

登記及營業地點

Nominal value

Equity interests

of paid-up

attributable to

share capital

the Company

繳足股本面值 (’000)

權益百分比 (%)

註冊成立╱

Principal activities

本公司應佔 主要業務

（千元） Indirectly held: (Continued)

間接持有：（續） Hunan Singyes Green Energy Mainland China Technologies Co., Ltd.(c) (“Hunan Green Energy”)

中國內地

US$113,569

77.5

113,569 美元

electricity and new energy

湖南興業綠色能源科技 有限公司

Research and develop of

研究及開發電力及新能源

(c)

（「湖南綠色能源」） Gansu Singyes Green Energy

Mainland China 中國內地

(f)

Technology Co., Ltd. (“Gansu Singyes”)

RMB20,000

77.5

人民幣 20,000 元

Research, construction and operation of solar power station

甘肅興業綠色能源科技

研究、建設及

有限公司 (f)（「甘肅興業」）

經營太陽能電站

Wuwei DongRun(f)

Mainland China

武威東潤 (f)

中國內地

RMB1,000

69.8

人民幣 1,000 元

Research, construction and operation of solar power station 研究、建設及 經營太陽能電站

Gansu Singyes Solar

Mainland China (f)

Technologies Co., Ltd. (“Gansu Technologies”)

中國內地

RMB20,000

100.0

人民幣 20,000 元

Research, development, manufacture and sale of solar products

甘肅興業太陽能科技

研究、開發、製造及

有限公司 (f)（「甘肅科技」）

銷售太陽能產品

The above table lists the subsidiaries of the Company which, in the

上表列示董事所認為主要影響本集團年

opinion of the directors, principally affected the results for the year or

度業績及構成本集團資產淨值重大部分

formed a substantial portion of the net assets of the Group. To give

的本公司附屬公司。董事認為，提供其

details of other subsidiaries would, in the opinion of the directors, result

他附屬公司之詳情將導致詳情過於冗

in particulars of excessive length.

長。

– F-324 –

143

144

China Singyes Solar Technologies Holdings Limited Annual Report 2014

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

17. INVESTMENTS IN SUBSIDIARIES (Continued)

附註：

Notes: (a) (b)

17. 於附屬公司的投資（續）

The paid-up capital of Singyes Engineering is HK$1.

(a)

興業工程的繳足股本為 1 港元。

As at 31 December 2014, the Group’s equity interests in these

(b)

於二零一四年十二月三十一日，本集

companies were pledged as collateral for the Company’s bank loan with a

團於該等公司的股本權益已抵押，作

principal of US$90,000,000. Such bank loan was repaid by the Company

為本公司本金 90,000,000 美元的銀行

in August 2014 and the register of pledge only released subsequently in

貸款的抵押品。該銀行貸款已由本公

January 2015.

司於二零一四年八月償還，抵押登記 僅於隨後二零一五年一月解除。

(c)

Zhuhai Singyes, Hunan Green Energy and Hunan Singyes were registered

(c)

(d)

Singyes Renewable Energy, Singyes Xinye and Zhuhai Singyes Energy-

(d)

Zhuhai Singyes Applicable Materials was registered as a foreign

(e)

珠海興業應用材料根據中國法律註冊 為外商投資企業。

investment enterprise under PRC law. (f)

興業新能源、鑫業電力及珠海興業節 能根據中國法律註冊為外商獨資企業。

saving were registered as wholly-foreign-owned enterprises under PRC law. (e)

珠海興業、湖南綠色能源及湖南興業 根據中國法律註冊為中外合資企業。

as Sino-foreign equity joint venture enterprises under PRC law.

Xinjiang Singyes, Gunsu Singyes, Wuwei DongRun and Gansu

(f)

新疆興業、甘肅興業、武威東潤及甘

Technologies were registered as limited liability companies under PRC

肅科技根據中國法律註冊為有限責任

law.

公司。

None of the subsidiaries has material non-controlling interests.

概無附屬公司擁有重大非控股權益。

18. 預付款項

18. PAYMENTS IN ADVANCE

Group 本集團

Advance payments in respect of: Land use rights

2014

2013

二零一四年

二零一三年

RMB’000

RMB’000

人民幣千元

人民幣千元

2,486

2,486

以下項目的預付款項： 土地使用權

Construction of fixed assets

固定資產建設

170,642

–

Purchase of machinery

購買機器設備

19,307

4,283

Others

其他

789

–

193,224

6,769

– F-325 –

二零一四年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

19. 可供出售股本投資

19. AVAILABLE-FOR-SALE EQUITY INVESTMENTS

Unlisted equity investments, at cost:

Group

Company

本集團

本公司

2014

2013

2014

2013

二零一四年

二零一三年

二零一四年

二零一三年

RMB’000

RMB’000

RMB’000

RMB’000

人民幣千元

人民幣千元

人民幣千元

人民幣千元

11,878

29,038

11,878

11,838

380

380

–

–

12,258

29,418

11,878

11,838

非上市股本投資， 按成本：

Weihai China

威海中玻

Jiuhua New Energy

九華新能源

As at 31 December 2014, the equity investment in Weihai China

於二零一四年十二月三十一日，於威海

Glass Solar Co., Ltd. (“Weihai China”) amounted to RMB11,878,000

中玻光電有限公司（「威海中玻」）之股

(aggregate investment of US$1,938,000) and the equity investment in

本 投 資 人 民 幣 11,878,000 元（ 總 投 資

Jiuhua New Energy Management Co., Ltd. amounted to RMB380,000

1,938,000 美元）及於九華新能源管理有

were stated at cost as the Group has no significant influence or control

限公司之股本投資人民幣 380,000 元按

over the entities. The unlisted equity investments represent the Group’s

成本列值，此乃由於本集團對該等實體

investments in enterprises domiciled in Mainland China. They are

並無重大影響力及控制權。非上市股本

stated at cost less impairment because the range of reasonable fair

投資指本集團於中國內地企業的投資。

value estimates is so significant that the directors are of the opinion

有關投資按成本減去減值列賬，理由是

that their fair value cannot be measured reliably. The Group does not

合理公平值估計之範圍重大，董事認

intend to dispose of them in the near future.

為，其公平值無法可靠估量。本集團無 意於近期出售有關投資。

As at 31 December 2014, the Group’s investment in Weihai China

於 二 零 一 四 年 十 二 月 三 十 一 日， 本

amounted to RMB11,878,000 was pledged as collateral for the

集團於威海中玻之投資金額人民幣

Company’s bank loan with a principal of US$90,000,000. Such

11,878,000 元已抵押作為授予本公司的

bank loan was repaid in August 2014 and the register of pledge only

銀 行 貸 款 本 金 90,000,000 美 元 的 抵 押

released subsequently in January 2015.

品。該銀行貸款已於二零一四年八月償 還，抵押登記僅於隨後二零一五年一月 解除。

– F-326 –

145

146

China Singyes Solar Technologies Holdings Limited Annual Report 2014

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

20. 存貨

20. INVENTORIES

Group 本集團 2014

2013

二零一四年

二零一三年

RMB’000

RMB’000

人民幣千元

人民幣千元

Raw materials

原材料

73,669

54,504

Finished goods

產成品

40,917

22,125

114,586

76,629

21. 建築合同

21. CONSTRUCTION CONTRACTS

Group 本集團

Gross amount due from

recognised profits to date Less: progress billings

2013

二零一四年

二零一三年

RMB’000

RMB’000

人民幣千元

人民幣千元

284,485

117,870

1,347,162

846,498

(1,062,677)

(728,628)

應收合同客戶的款項總額

contract customers

Contract costs incurred plus

2014

迄今所致合同成本加上 已確認溢利 減：按進度結算款項

284,485

– F-327 –

117,870

二零一四年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

22. 應收貿易款項及應收票據

22. TRADE AND BILLS RECEIVABLES

Group 本集團

Trade and bills receivables

應收貿易款項及應收票據

Less: impairment

減：減值

2014

2013

二零一四年

二零一三年

RMB’000

RMB’000

人民幣千元

人民幣千元

2,195,068

1,803,818

(2,833)

2,192,235

(2,555)

1,801,263

As at 31 December 2014, trade receivables contained retention money

於 二 零 一 四 年 十 二 月 三 十 一 日， 應

receivables of RMB299,731,000 (2013: RMB232,452,000). Retention

收貿易款項包括應收質保金人民幣

money receivables are normally collected within one to five years after

299,731,000 元（ 二 零 一 三 年： 人 民 幣

the completion of the relevant construction works.

232,452,000 元）。應收質保金一般於相 關建築工程完成後一至五年內收取。

Credit terms granted to the Group’s major customers are as follows:

授予本集團主要客戶的信貸期如下：

Construction contracts

建築合同

The majority of the Group’s revenues are generated from construction

本集團的大部分收入通過建築合同產

contracts and are settled in accordance with the terms specified in

生，並按照監管相關建築工程的合同中

the contracts governing the relevant construction works. The Group

指定的條款結算。本集團尚未授予其建

does not have a standardised and universal credit period granted to

設服務客戶標準及統一的信貸期。個別

its construction contract customers. The credit period of individual

建設服務客戶的信貸期視情況而定，並

construction contract customers is considered on a case-by-case basis

列明於建築合同中（如適當）。倘一項項

and set out in the construction contracts, as appropriate. In the event

目合約未訂明信貸期，則本集團的慣例

that a project contract does not specify the credit period, the usual

為允許介乎 30 日至 150 日的信貸期。

practice of the Group is to allow a credit period of 30 to 150 days.

– F-328 –

147

148

China Singyes Solar Technologies Holdings Limited Annual Report 2014

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

22. TRADE AND BILLS RECEIVABLES (Continued)

22. 應收貿易款項及應收票據 （續）

Sale of materials

材料銷售

For the sale of materials, the Group normally grants a credit period

就材料銷售而言，本集團一般授予大型

ranging from three to six months to large customers. Trade receivables

客戶介乎三至六個月的信貸期。來自小

from small and new customers are normally expected to be settled

型及新增客戶的應收貿易款項通常預期

shortly after the provision of services or delivery of goods. No credit

在緊隨提供服務或交付貨品之後立即結

period is set by the Group for small and new customers.

算。本集團未就小型及新增客戶設定信 貸期。

The Group does not hold any collateral or other credit enhancements

本集團並無就應收貿易款項餘額持有任

over its trade receivable balances. Trade receivables are non-interest-

何抵押品或其他信貸加強措施。應收貿

bearing.

易款項為免息。

An aged analysis of the trade and bills receivables as at the end of the

於報告期末，按照賬單日期及扣除減值

reporting period, based on the billing date and net of impairment, is as

基準計算的應收貿易款項及應收票據賬

follows:

齡分析如下： Group 本集團

Within 3 months

三個月內

2014

2013

二零一四年

二零一三年

RMB’000

RMB’000

人民幣千元

人民幣千元

1,397,064

1,137,479

3 to 6 months

三至六個月

527,268

452,994

6 to 12 months

六至十二個月

135,496

141,781

1 to 2 years

一至兩年

118,257

66,813

2 to 3 years

兩至三年

14,080

1,053

Over 3 years

三年以上

70

1,143

2,192,235

1,801,263

– F-329 –

二零一四年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

22. TRADE AND BILLS RECEIVABLES (Continued)

The movements in provision for impairment of trade receivables are as

22. 應收貿易款項及應收票據 （續） 應收貿易款項減值撥備之變動如下：

follows: Group 本集團

At 1 January

於一月一日

Impairment loss recognised (note 7)

已確認減值虧損（附註 7）

Impairment losses reversed (note 7)

減值虧損撥回（附註 7）

2014

2013

二零一四年

二零一三年

RMB’000

RMB’000

人民幣千元

人民幣千元

2,555

2,555

278 –

2,833

958 (958)

2,555

The individually impaired trade receivables relate to customers that

個別減值的應收貿易款項乃與有財務困

were in financial difficulties and the receivables are not expected to

難的客戶有關，且預期不可收回該等應

be recovered. The Group does not hold any collateral or other credit

收貿易款項。本集團並無就該等結餘持

enhancements over these balances.

有任何抵押品或其他信貸加強措施。

– F-330 –

149

150

China Singyes Solar Technologies Holdings Limited Annual Report 2014

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

22. TRADE AND BILLS RECEIVABLES (Continued)

22. 應收貿易款項及應收票據 （續）

An aged analysis of the Group’s trade and bills receivables that are not

本集團未視為減值的應收貿易款項及應

considered to be impaired is as follows:

收票據賬齡分析如下： Group 本集團

Neither past due nor impaired

未逾期亦未減值

Past due but not impaired:

已逾期但未減值：

Less than 6 months past due

逾期不足六個月

2014

2013

二零一四年

二零一三年

RMB’000

RMB’000

人民幣千元

人民幣千元

2,073,804

1,698,118

109,657

98,727

6 to 12 months past due

逾期六至十二個月

8,499

4,201

Over 12 months past due

逾期十二個月以上

275

217

2,192,235

1,801,263

Receivables that were neither past due nor impaired relate to a large

未逾期亦未減值的應收款項乃與大量近

number of diversified customers for whom there was no recent history

期並無違約記錄的多名客戶有關。

of default. Receivables that were past due but not impaired relate to a number

已逾期但未減值的應收款項乃與多名獨

of independent customers. The directors of the Company are of the

立客戶有關。由於信貸質素並無出現重

opinion that no provision for impairment is necessary in respect of

大變動，且有關結餘仍被視為可全數收

these balances as there has not been a significant change in credit

回，本公司董事認為毋須就該等結餘作

quality and the balances are still considered fully recoverable. The

出減值撥備。本集團並無就該等結餘持

Group does not hold any collateral or other credit enhancements over

有任何抵押品或採取其他信貸加強措

these balances.

施。

– F-331 –

二零一四年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

23. PREPAYMENTS, DEPOSITS AND OTHER RECEIVABLES

23. 預付款項、訂金及其他應收 款項 Group 本集團

Prepayments to subcontractors and suppliers

2013 二零一三年

RMB’000

RMB’000

人民幣千元

人民幣千元

預付分包商及 供應商款項

Deposits

訂金

Other receivables

其他應收款項

Less: impairment

2014 二零一四年

169,013

59,351

49,934

35,562

206,678

135,025

425,625

229,938

減：減值

(2,093)

423,532 The movements in provision for impairment of other receivables are as

(400)

229,538

其他應收款項減值撥備變動載列如下：

follows: Group 本集團

At 1 January

於一月一日

Impairment loss recognised (note 7)

已確認減值虧損（附註 7）

Impairment provision of RMB2,093,000 (2013: RMB400,000) has

2014

2013

二零一四年

二零一三年

RMB’000

RMB’000

人民幣千元

人民幣千元

400

400

1,693

–

2,093

400

已就長期未收回的其他應收款項作出減

been made on other receivables that have been outstanding for a long

值 撥 備 人 民 幣 2,093,000 元（ 二 零 一 三

time. Other than the amount of RMB2,093,000, none of the above

年： 人 民 幣 400,000 元 ）。 除 人 民 幣

assets are either past due or impaired and relate to receivables for

2,093,000 元外，上述資產概無逾期或

which there was no recent history of default.

減值，且與近期並無拖欠記錄的應收款 項有關。

– F-332 –

151

152

China Singyes Solar Technologies Holdings Limited Annual Report 2014

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

24. 現金及現金等價物以及抵押 存款

24. CASH AND CASH EQUIVALENTS AND PLEDGED DEPOSITS

Group

Company

本集團

本公司

2014

2013

2014

2013

二零一四年

二零一三年

二零一四年

二零一三年

RMB’000

RMB’000

RMB’000

RMB’000

人民幣千元

人民幣千元

人民幣千元

人民幣千元

Cash and bank balances

現金及銀行結餘

901,417

894,732

88,244

6,631

Time deposits

定期存款

500,327

346,522

–

27,035

1,401,744

1,241,254

88,244

33,666

–

411

–

–

–

27,035

–

27,035

Less: Pledged bank balances for:

減： 以下各項的 抵押銀行 結餘：

Project bidding

項目投標

Bank loans (note 28(c))

銀行貸款

Bank overdrafts (note 28(c))

銀行透支

Letter of credit

信用證

Bills payable

應付票據

（附註 28(c)） （附註 28(c)）

20,000

–

–

–

13,500

19,750

–

–

466,827

299,326

–

–

Sub-total

小計

500,327

346,522

–

27,035

Cash and cash equivalents

現金及現金等價物

901,417

894,732

88,244

6,631

– F-333 –

二零一四年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

24. 現金及現金等價物以及抵押 存款（續）

24. CASH AND CASH EQUIVALENTS AND PLEDGED DEPOSITS (Continued) The Group’s cash and bank balances and time deposits denominated

本集團現金及銀行結餘以及定期存款以

in the following currencies:

下列貨幣列值：

RMB equivalent amount:

Group

Company

本集團

本公司

2014

2013

2014

2013

二零一四年

二零一三年

二零一四年

二零一三年

RMB’000

RMB’000

RMB’000

RMB’000

人民幣千元

人民幣千元

人民幣千元

人民幣千元

人民幣等值金額：

RMB

人民幣

1,262,400

659,623

48,333

–

US$

美元

104,449

550,138

36,288

6,609

HK$

港元

21,616

31,359

3,623

27,057

SG$

新元

2,145

–

–

–

MOP

澳門元

11,134

134

–

–

1,401,744

1,241,254

88,244

33,666

The RMB is not freely convertible into other currencies. However,

人民幣不可自由地兌換為其他貨幣。然

under Mainland China’s Foreign Exchange Control Regulations and

而，根據中國大陸的外匯管理條例及結

Administration of Settlement, Sale and Payment of Foreign Exchange

匯、售匯及付匯管理規定，本集團獲准

Regulations, the Group is permitted to exchange RMB for other

通過獲授權經營外匯業務的銀行將人民

currencies through banks authorised to conduct foreign exchange

幣兌換為其他貨幣。

business. Cash at banks earns interest at floating rates based on daily bank

銀行現金按每日銀行存款利率之浮動利

deposit rates. Time deposits are made for varying periods of between

率計息。定期存款之存款期介乎一日

one day and three months depending on the immediate cash

至三個月，視本集團之即時現金需求而

requirements of the Group, and earn interest at the respective short

定，並按相關短期定期存款利率計息。

term time deposit rates. The bank balances and pledged deposits are

銀行結餘和抵押存款已存入近期沒有不

deposited with creditworthy banks with no recent history of default.

良拖欠記錄、信譽良好的銀行中。

– F-334 –

153

154

China Singyes Solar Technologies Holdings Limited Annual Report 2014

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

25. 應付貿易款項及應付票據

25. TRADE AND BILLS PAYABLES An aged analysis of the trade and bills payables as at the end of the

於報告期末，基於發票日期或發行日期

reporting period, based on the invoice date or issuance date, where

（視乎情況而定）計算應付貿易款項及應 付票據的賬齡分析如下：

appropriate, is as follows:

Group 本集團 2014

2013

二零一四年

二零一三年

RMB’000

RMB’000

人民幣千元

人民幣千元

Within 3 months

三個月內

419,822

700,821

3 to 6 months

三至六個月

555,872

557,186

6 to 12 months

六至十二個月

278,953

14,017

1 to 2 years

一至兩年

14,366

10,330

2 to 3 years

兩至三年

7,848

4,474

Over 3 years

三年以上

7,471

6,133

1,284,332

1,292,961

The trade and bills payables are non-interest-bearing and are normally

該等應付貿易款項及應付票據為免息並

settled on six-month terms.

通常按六個月期限結算。

26. 其他應付款項及應計款項

26. OTHER PAYABLES AND ACCRUALS

Group

Company

本集團

Advances from customers

客戶墊款

本公司

2014

2013

2014

2013

二零一四年

二零一三年

二零一四年

二零一三年

RMB’000

RMB’000

RMB’000

RMB’000

人民幣千元

人民幣千元

人民幣千元

人民幣千元

32,355

19,376

–

–

Tax and surcharge payables

應付稅項及附加費

41,738

45,247

–

–

Accrued expenses

應計開支

18,731

15,931

–

628

Other payables

其他應付款項

221,530

102,017

37,112

15,501

314,354

182,571

37,112

16,129

Other payables and accruals are unsecured, non-interest-bearing and

其他應付款項及應計款項為無抵押、免

have no fixed terms of repayment.

息及無固定償還期。

– F-335 –

二零一四年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

27. DERIVATIVE FINANCIAL INSTRUMENTS

27. 衍生金融工具 Group 本集團

Interest rate swaps

利率掉期

2014

2013

二零一四年

二零一三年

RMB’000

RMB’000

人民幣千元

人民幣千元

3,042

–

Derivative financial instruments represent fair value losses of interest

於二零一四年十二月三十一日，衍生金

rate swap contracts as at 31 December 2014. The Group uses interest

融工具指利率掉期合約的公平值虧損。

rate swaps to manage its interest rate risk. On 10 January 2014,

本集團利用利率掉期管理其利率風險。

the Group entered into interest rate swap contracts with the bank,

於二零一四年一月十日，本集團與銀行

covering periods from 27 December 2013 to 28 December 2016 and

訂立利率掉期合約，合約期分別為二零

27 December 2013 to 27 December 2018, respectively. The interest

一三年十二月二十七日至二零一六年

rate swap contracts entitle the Group to receive interest at floating

十二月二十八日及二零一三年十二月

rates on an aggregate notional principal of US$45 million (equivalent

二十七日至二零一八年十二月二十七

to approximately RMB277 million) and to pay interest at fixed

日。根據利率掉期合約，本集團可就名

rates or other floating rates on the same notional amount principal

義本金總額為 45,000,000 美元（相當於

simultaneously. The Group agreed with the bank to swap the interest

約 人 民 幣 277,000,000 元 ）按 浮 動 利 率

difference between fixed rates and floating rates and between different

收取利息，並同時就同一名義本金額按

floating rates, respectively, on the deemed notional principal amounts

固定利率或另一浮動利率支付利息。本 集團與銀行協定每六個月就該視作名義

on a six-month basis.

本金額交換按固定利率與浮動利率計算 得出的利息差額以及按不浮動利率計算 得出的利息差額。

– F-336 –

155

156

China Singyes Solar Technologies Holdings Limited Annual Report 2014

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

28. 附息銀行及其他貸款

28. INTEREST-BEARING BANK AND OTHER LOANS

本集團

Group 2014 二零一四年 Effective interest rate (%) 實際利率(%) Current

流動

Bank overdrafts

銀行透支

– secured

– 有抵押

Maturity 到期

2013 二零一三年

RMB’000 人民幣千元

Effective interest rate (%) 實際利率(%)

Maturity 到期

RMB’000 人民幣千元

Hong Kong Interbank Offered Rate (“HIBOR”) +3 香港銀行同業拆息

Bank loans

銀行貸款

– secured

– 有抵押

（「香港銀行

On demand

同業拆息」）+3

於要求時

3,944

3.5~4

On demand

16,961

香港銀行

於要求時

HIBOR +

HIBOR +

同業拆息 +

3.5~4

On demand

香港銀行

於要求時

3.5~4 2015

959

HIBOR+0.95

香港銀行

香港銀行

同業拆息+0.95

同業拆息+0.95

2.27~7.86

16,903

同業拆息 +

3.5~4 HIBOR+0.95

–

2015

– F-337 –

578,967

5.88~7.2

2014

945

2014

653,700

二零一四年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

28. 附息銀行及其他貸款（續）

28. INTEREST-BEARING BANK AND OTHER LOANS (Continued)

本集團

Group 2014 二零一四年 Effective interest rate (%) 實際利率(%) Bank loans

銀行貸款

– unsecured*

– 無抵押*

Maturity 到期

2013 二零一三年

RMB’000 人民幣千元

Effective interest rate (%) 實際利率(%)

Maturity 到期

RMB’000 人民幣千元

2014

98,080

London Interbank Offered Rate (“LIBOR”)+2.5 倫敦銀行同業拆息

LIBOR+2.5

「 ( 倫敦銀行

Other loans

其他貸款

– secured

– 有抵押

Other loans

其他貸款

– unsecured**

– 無抵押**

倫敦銀行

同業拆息」) +2.5

2015

144,267

6~7.2

2015

55,000

5.04~8.3

2015

185,500

9.07

2015

1,923

–

987,521

869,628

– F-338 –

同業拆息+2.5

– 8.20

2014

100,000

157

158

China Singyes Solar Technologies Holdings Limited Annual Report 2014

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

28. 附息銀行及其他貸款（續）

28. INTEREST-BEARING BANK AND OTHER LOANS (Continued)

本集團（續）

Group (Continued) 2014 二零一四年 Effective interest rate (%) 實際利率(%) Non-current Bank loans – secured

Other loans – secured

Other loans – unsecured**

非流動 銀行貸款 – 有抵押

HIBOR+0.95 香港銀行 同業拆息+0.95 5.04~6.77 6.72 7.86

Maturity 到期

2013 二零一三年

RMB’000 人民幣千元

Effective interest rate (%) 實際利率(%)

Maturity 到期

RMB’000 人民幣千元

4,202 87,000 29,400 194,000

HIBOR+0.95 香港銀行 同業拆息+0.95 5.04~6.15 5.04 6.88

2015-2020 2015 2016 2015-2022

5,143 65,000 60,000 33,600

LIBOR + 4.25~6 倫敦銀行 同業拆息 + 60,000 4.25~6

2015-2018

517,538

2016-2020 2016 2016-2022 2016-2029

其他貸款 – 有抵押

其他貸款 – 無抵押**

5.04

2016

9.07

2016-2034

17,077

–

391,679

681,281

1,379,200

1,550,909

*

The bank loans of Zhuhai Singyes were solely guaranteed by the Company for nil consideration.

*

珠海興業的銀行貸款由本公司單獨無 償擔保。

**

On 7 November 2014, Singyes Green Investment (HK) Company Limited (“Singyes Green Investment”) entered into a revenue distribution agreement regarding 5MW photovoltaic power station (the “Relevant Asset”) (note 14(c)), which is one of a assets held by Hunan Singyes, Singyes Green Investment’s indirectly wholly-owned subsidiary, with a counterparty, whereby the counterparty prepaid RMB19,000,000 to Singyes Green Investment to exchange the right on annual return of the Relevant Asset for each fiscal year (the “Annual Return”) for twenty years. The Annual Return is the electricity annual revenue on the Relevant Asset minus related PRC tax. If in any fiscal year the Annual Return is less than RMB2,000,000 (the “Minimum Return”), Singyes Green Investment shall pay the counterparty the Minimum Return.

**

於二零一四年十一月七日，興業綠色 投 資（ 香 港 ）有 限 公 司（「 興 業 綠 色 投 資」 ）與一名對手方就 5 兆瓦光伏電站 （「相關資產」 ，為興業綠色投資的間接 全資附屬公司湖南興業持有的資產） 訂立一份收入分配協議（附註 14(c)）， 據此，該對手方向興業綠色投資預付 人民幣 19,000,000 元，以交換相關資 產於二十年期間每個財政年度的年度 回報（「年度回報」）之權利。年度回報 為相關資產的年度電力收入減去相關 中國稅項。如任何財政年度的年度回 報 低 於 人 民 幣 2,000,000 元（「 最 低 回 報」），則興業綠色投資須向對手方支 付最低回報。

– F-339 –

二零一四年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

28. 附息銀行及其他貸款（續）

28. INTEREST-BEARING BANK AND OTHER LOANS (Continued)

本公司

Company 2014 二零一四年 Effective interest rate (%) 實際利率(%) Current

流動

Bank loans

銀行貸款

– secured

– 有抵押

Maturity 到期

2013 二零一三年

RMB’000 人民幣千元

HIBOR

HIBOR + 0.95

香港銀行

香港銀行

同業拆息 +0.95

Non-current

非流動

Bank loans

銀行貸款

– secured

– 有抵押

其他貸款

– secured

– 有抵押

Maturity 到期

RMB’000 人民幣千元

2014

945

2015-2020

5,143

2015-2018

517,538

同業拆息 2015

959

+0.95

HIBOR

HIBOR + 0.95

香港銀行

香港銀行

同業拆息

同業拆息

+0.95 Other loans

Effective interest rate (%) 實際利率(%)

2016-2020

4,202

+0.95 LIBOR + 4.25~6 倫敦銀行 同業拆息+

–

– F-340 –

4.25~6

4,202

522,681

5,161

523,626

159

160

China Singyes Solar Technologies Holdings Limited Annual Report 2014

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

28. 附息銀行及其他貸款（續）

28. INTEREST-BEARING BANK AND OTHER LOANS (Continued)

Group

Company

本集團

本公司

2014

2013

2014

2013

二零一四年

二零一三年

二零一四年

二零一三年

RMB’000

RMB’000

RMB’000

RMB’000

人民幣千元

人民幣千元

人民幣千元

人民幣千元

一年內

800,098

769,628

959

945

In the second year

第二年

100,170

70,156

970

956

In the third to fifth years,

第三年至第五年

Analysed into: Bank loans repayable:

分析為： 須於下列限期 償還之銀行貸款：

Within one year

inclusive

（包括首尾兩年）

47,578

75,534

2,979

2,934

166,854

18,053

253

1,253

1,114,700

933,371

5,161

6,088

一年內

187,423

100,000

–

–

In the second year

第二年

61,761

234,515

–

234,515

In the third to fifth years,

第三年至第五年

Beyond five years

Other loans repayable:

五年以上

於下列限期償還之 其他貸款：

Within one year

inclusive Beyond five years

（包括首尾兩年） 五年以上

4,451

283,023

–

283,023

10,865

–

–

–

264,500

617,538

–

517,538

1,379,200

1,550,909

5,161

523,626

Except for those bank loans with interest rates linked with the

除利率與香港銀行同業拆息及倫敦銀

HIBOR and LIBOR which are denominated in HK$ and US$, and a

行同業拆息掛鈎的銀行貸款以及年

bank loan with annual interest rate of 2.27% which is denominated

利 率 2.27% 的 一 筆 銀 行 貸 款（ 金 額 分

in EUR, amounting to RMB26,066,000, RMB144,267,000 and

別 為 人 民 幣 26,066,000 元、 人 民 幣

RMB2,767,000, respectively, all bank and other loans are denominated

144,267,000 元及人民幣 2,767,000 元） 分別以港元、美元及歐元計值外，所有

in RMB.

銀行及其他貸款均以人民幣計值。

– F-341 –

二零一四年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

28. INTEREST-BEARING BANK AND OTHER LOANS (Continued) Certain of the Group’s bank and other loans are secured by:

28. 附息銀行及其他貸款（續） 本集團若干銀行及其他貸款由以下各項 抵押：

(a)

mortgages over the Group’s land and buildings, which had an

(a)

本 集 團 土 地 及 樓 宇 的 按 揭， 於

aggregate carrying amount at the end of the reporting period

報告期末賬面值合計約人民幣

of approximately RMB315,170,000 (2013: RMB318,655,000)

315,170,000 元（ 二 零 一 三 年：

(note 14(a));

人 民 幣 318,655,000 元 ） （附註 14(a)）；

(b)

(c)

mortgages over the Group’s prepaid land lease payments, which

(b)

本集團預付土地租賃款項的按

had a carrying amount at the end of the reporting period of

揭，於報告期末賬面值約人民幣

approximately RMB91,555,000 (2013: RMB93,542,000) (note

91,555,000 元（二零一三年：人民

15); and

幣 93,542,000 元） （附註 15）；及

the pledge of certain of the Group’s time deposits amounted to

(c)

本集團質押的若干定期存款金額 為 人 民 幣 20,000,000 元（ 二 零

RMB20,000,000 (2013: RMB27,035,000) (note 24).

一 三 年： 人 民 幣 27,035,000 元 ） （附註 24）。 In addition, the Company’s directors have guaranteed certain of the

此外，本公司董事就本集團若干銀行及

Group’s bank and other loans for nil consideration, details of which are

其他貸款無償提供擔保，詳情如下（附

as follows (note 40):

註 40）：

(d)

(d)

the Company’s director, Mr. Liu Hongwei, has guaranteed the

本公司董事劉紅維先生擔保本

Group’s bank and other loans of RMB468,000,000 (2013:

集團銀行及其他貸款人民幣

RMB367,000,000);

468,000,000 元（二零一三年：人 民幣 367,000,000 元）；

(e)

the Company’s directors, Messrs. Liu Hongwei and Sun Jinli,

(e)

本公司董事劉紅維先生及孫金禮

have jointly guaranteed the Group’s bank and other loans of

先生共同擔保本集團銀行及其他

RMB240,000,000 (2013: RMB335,000,000);

貸 款 人 民 幣 240,000,000 元（ 二 零 一 三 年： 人 民 幣 335,000,000 元）；

(f)

the Company’s directors, Messrs. Liu Hongwei and Xie

(f)

本公司董事劉紅維先生及謝文先

Wen, have jointly guaranteed the Group’s bank loans of

生共同擔保本集團銀行貸款人民

RMB72,500,000 (2013: RMB72,500,000);

幣 72,500,000 元（ 二 零 一 三 年： 人民幣 72,500,000 元）；

– F-342 –

161

162

China Singyes Solar Technologies Holdings Limited Annual Report 2014

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

28. 附息銀行及其他貸款（續）

28. INTEREST-BEARING BANK AND OTHER LOANS (Continued) (g)

the Company’s director, Mr. Sun Jinli, has guaranteed the

(g)

本公司董事孫金禮先生擔保本集 團銀行貸款人民幣 50,000,000 元

Group’s bank loans of RMB50,000,000 (2013: Nil);

（二零一三年：無）； (h)

the Company’s director, Mr. Liu Hongwei and his spouse,

(h)

本公司董事劉紅維先生及其配偶

Ms. Li Wei, have jointly guaranteed the Group’s bank loans of

李薇女士共同擔保本集團銀行

RMB50,000,000 (2013: Nil); and

貸 款 人 民 幣 50,000,000 元（ 二 零 一三年：無）；及

(i)

the Company’s directors, Messrs. Liu Hongwei and Sun

(i)

本公司董事劉紅維先生及孫金禮 先生共同擔保本集團銀行貸款

Jinli, have jointly guaranteed the Group’s bank loans of

28,041,000 港 元（ 二 零 一 三 年：

HK$28,041,000 (2013: HK$29,243,000).

29,243,000 港元）。

29. 可換股債券

29. CONVERTIBLE BONDS

Group

Company

本集團

Convertible bonds, liability component Fair value of embedded derivatives

本公司

2014

2013

2014

2013

二零一四年

二零一三年

二零一四年

二零一三年

Notes

RMB’000

RMB’000

RMB’000

RMB’000

附註

人民幣千元

人民幣千元

人民幣千元

人民幣千元

(a)

589,131

–

589,131

–

(b)

227,138

–

227,138

–

816,269

–

816,269

–

可換股債券， 負債部分 嵌入式衍生 工具的公平值

On 8 August 2014, the Company issued 9,300,000 5% convertible

於二零一四年八月八日，本公司發行於

bonds due 8 August 2019 (the “2019 Convertible Bonds”) with a

二零一九年八月八日到期面值為人民幣

nominal value of RMB930,000,000. There was no movement in the

930,000,000 元 的 9,300,000 份 5% 可 換

number of these convertible bonds during the year.

股債券（「二零一九年可換股債券」）。年 內，該等可換股債券數目並無變動。

– F-343 –

二零一四年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

29. 可換股債券（續）

29. CONVERTIBLE BONDS (Continued) The salient terms and conditions of the 2019 Convertible Bonds are as

二零一九年可換股債券的主要條款及條

follows:

件如下：

(i)

(i)

(ii)

Interest rate

利率

The Company shall pay an interest on the 2019 Convertible

本公司須按每年 5.0% 的利率就二

Bonds at 5.0% per annum.

零一九年可換股債券支付利息。

Conversion price

(ii)

轉換價

The 2019 Convertible Bonds will be convertible into the

二零一九年可換股債券將可按初

Company’s ordinary shares at the initial conversion price

始轉換價每股 16.11 港元（可予調

of HK$16.11 per share, subject to adjustments. Amongst

整）轉換為本公司普通股。轉換

others, consolidation, subdivision or reclassification of shares,

價須於（其中包括）股份合併、拆

capitalisation of profits or reserves, capital distribution, rights

細或重新分類、溢利或儲備資本

issues of shares or options over shares, rights issues of other

化、資本分派、供股或就股份創

securities, issues at less than the current market price, other

設購股權、發行其他證券、按低

issues at less than the current market price, modification of

於當前市價發行、低於當前市價

rights of conversion etc., other offers to shareholders, change of

的其他發行、修訂轉換權、向股

control and other usual adjustment events. The conversion price

東進行其他發售、控制權變動及

may not be reduced so that the conversion shares would fall to

其他慣常調整事件時進行調整。

be issued at a discount to their par value.

轉換價不得削減至低令轉換股份 以較面值折讓的價格發行。

(iii) 到期時間

(iii) Maturity Unless previously redeemed, converted, or purchased and

除非已於之前贖回、轉換或購買

cancelled, the Company will redeem each of the 2019

及 註 銷， 否 則 本 公 司 將 於 二 零

Convertible Bonds at the US Dollar equivalent of the RMB

一九年八月八日按照人民幣本金

principal amount on 8 August 2019.

額的等值美元贖回每份二零一九 年可換股債券。

– F-344 –

163

164

China Singyes Solar Technologies Holdings Limited Annual Report 2014

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

29. CONVERTIBLE BONDS (Continued) (iv) Redemption at the option of the Company

29. 可換股債券（續） (iv) 本公司選擇贖回

The Company may:

本公司可：

(1)

(1)

Upon giving not less than 30 nor more than 60 days’

於二零一七年八月八日後但

notice to the bondholders, at any time after 8 August

不遲於到期日前 14 日任何

2017 but not less than 14 days prior to the maturity date

時間，向債券持有人發出不

redeem the bonds in whole but not in part at a redemption

少於 30 日但不超過 60 日的

price at the US Dollar equivalent of the RMB principal

通知，按人民幣本金額的等

amount plus accrued and unpaid interest to such date;

值美元加上截至該日應計未

provided that no such redemption may be made unless

付利息的贖回價，贖回全部

the closing price of the shares (translated into RMB

但非部分債券；惟除非截至

at the RMB:HK$ fixed rate as set out in the terms and

屬發出贖回通知當日前三個

conditions of the 2019 convertible bonds) for 20 out of

聯交所營業日之日止連續

30 consecutive trading days ending on a date which is no

30 個交易日中 20 日的股份

more than three stock exchange business immediately

收市價（按二零一九年可換

prior to the date upon which notice of such redemption is

股債券條款及條件所載人民

given, was at least 130%. of the conversion price then in

幣兌港元的固定匯率換算為

effect (translated into RMB at the RMB:HK$ fixed rate as

人民幣）至少為當時實際轉

set out in the terms and conditions of the 2019 convertible

換價（按二零一九年可換股

bonds); or

債券條款及條件所載固定人 民幣兌港元的匯率換算為人 民 幣 ）的 130%， 否 則 不 得 進行贖回；或

(2)

Upon giving not less than 30 nor more than 90 days’

(2)

向債券持有人及受託人發出

notice to the bondholders and the Trustee (which notice

不少於 30 日但不超過 90 日

will be irrevocable), the Company may at any time redeem

的通知（該通知不得撤回）

all, but not some only, of the bonds for the time being

後，本公司可按人民幣本金

outstanding at the US Dollar equivalent of the RMB

額的等值美元加上截至該日

principal amount plus accrued and unpaid interest to

應計未付的利息，隨時贖回

such date provided that prior to the date of such notice

全部（但非僅部分）當時未

at least 90%. in RMB principal amount of the bonds

償還債券，惟於該通知日期

originally issued have already been converted, redeemed

前原發行債券的人民幣本金

or purchased and cancelled.

額 至 少 90% 須 已 轉 換、 贖 回或購買及註銷。

– F-345 –

二零一四年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

29. 可換股債券（續）

29. CONVERTIBLE BONDS (Continued) (v)

Redemption at the option of the holders

(v)

持有人選擇贖回

The Company will, at the option of the holder of any 2019

本公司將按任何二零一九年可換

Convertible Bonds, redeem all or some only of such holder’s

股 債 券 持 有 人 的 選 擇， 於 二 零

2019 Convertible Bonds on 8 August 2017 at the US Dollar

一七年八月八日按人民幣本金額

equivalent of the RMB principal amount.

的等值美元贖回該持有人的全部 或僅部分二零一九年可換股債券。

(vi) Redemption of delisting or change of control

(vi) 除牌或控制權變動時贖回

Following the occurrence of a change of control (means

本公司發生控制權變動（指劉紅

when Mr. Liu Hongwei cease for any reason to be the majority

維先生因任何原因不再為本公司

shareholder of the Company or any other events lead to the

主要股東或導致本公司擁有權架

significant change of the ownership structure of that the

構出現重大變動的任何其他事件）

Company, “Change of Control”) or delisting of the Company

（「控制權變動」 ）或除牌（包括股份

(including suspension of trading of the Shares on the stock

於證券交易所暫停買賣達等於或

exchange for a period equal to or more than 20 consecutive

超過連續 20 個交易日） （「相關事

trading days) (the “Relevant Event”), the holder will have the

件」 ）後，持有人將有權要求本公

right to require the Company to redeem all, or but not some

司按人民幣本金額的等值美元加

only, of such holder’s 2019 Convertible Bonds at the US Dollar

上截至指定贖回日期的應計未付

equivalent of the RMB principal amount plus accrued and

利息，贖回該持有人的全部（但非

unpaid interest to the date fixed for redemption.

部分）二零一九年可換股債券。

The fair value of the 2019 Convertible Bonds was determined by an

二零一九年可換股債券的公平值乃由獨

independent qualified valuer based on the binomial option pricing

立合資格估值師根據二項式期權定價模

model. The carrying amount of the liability component on initial

型釐定。初始確認時負債部分的賬面值

recognition was measured at the proceeds of the 2019 Convertible

乃按二零一九年可換股債券的所得款項

Bonds (net of transaction cost) minus the fair value of the embedded

（扣除交易成本）減去二零一九年可換股 債券的嵌入式衍生工具的公平值計量。

derivatives of the 2019 Convertible Bonds.

– F-346 –

165

166

China Singyes Solar Technologies Holdings Limited Annual Report 2014

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

29. 可換股債券（續）

29. CONVERTIBLE BONDS (Continued) (a)

Liability component

Nominal value of

(a)

as at 8 August 2014 Direct transaction costs attributable to the liability

as at 8 August 2014 Effective interest recognised

Company 本公司

2014

2013

2014

2013

二零一四年

二零一三年

二零一四年

二零一三年

RMB’000

RMB’000

RMB’000

RMB’000

人民幣千元

人民幣千元

人民幣千元

人民幣千元

930,000

–

930,000

–

(342,857)

–

(342,857)

–

(17,301)

–

(17,301)

–

569,842

–

569,842

–

轉換權於二零一四年 八月八日的公平值 直接交易成本歸 於負債部分

component

Liability component

Group 本集團

可換股債券面值

the Convertible Bonds Fair value of conversion rights

負債部分

於二零一四年 八月八日的負債部分 年內確認的實際利息 （附註 6）

37,762

–

37,762

–

Interest payable during the year

年內應付利息

(18,473)

–

(18,473)

–

As at 31 December 2014

於二零一四年 589,131

–

589,131

–

for the year (note 6)

十二月三十一日

– F-347 –

二零一四年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

29. 可換股債券（續）

29. CONVERTIBLE BONDS (Continued) (b)

Conversion rights

Fair value of conversion rights at 8 August 2014 Less: Fair value changes of conversion rights

Fair value of conversion rights at 31 December 2014

(b)

轉換權

Group

Company

本集團

本公司

2014

2013

2014

2013

二零一四年

二零一三年

二零一四年

二零一三年

RMB’000

RMB’000

RMB’000

RMB’000

人民幣千元

人民幣千元

人民幣千元

人民幣千元

342,857

–

342,857

–

115,719

–

115,719

–

227,138

–

227,138

–

轉換權於二零一四年 八月八日的公平值 減：轉換權的 公平值變動

轉換權於二零一四年 十二月三十一日 的公平值

The fair value change in the conversion rights for the year

截至二零一四年十二月三十一日止

ended 31 December 2014 is RMB115,719,000 (2013: Nil),

年度轉換權的公平值變動為人民幣

which is recognised in profit or loss and disclosed separately.

115,719,000 元（二零一三年：無） ，該

The related interest expense of the liability component of the

金額於損益中確認及獨立披露。二零

2019 Convertible Bonds for the year ended 31 December 2014

一九年可換股債券負債部分於截至二零

amounted to RMB37,762,000 (2013: Nil), which is calculated

一四年十二月三十一日止年度的相關

using the effective interest method with an effective interest rate

利息開支為人民幣 37,762,000 元（二零

of 17.53%.

一三年：無），該金額乃使用實際利率 法以實際利率 17.53% 計算。

30. 優先票據

30. SENIOR NOTES On 21 November 2014, the Company issued 7.875% senior notes with

於二零一四年十一月二十一日，本公司

an aggregate nominal value of RMB560,000,000 (the “2017 Senior

按面值發行總面值人民幣 560,000,000

Notes”) at face value. The net proceeds, after deducting the issuance

元的 7.875% 優先票據（「二零一七年優

costs, was amounted to RMB542,327,148. The 2017 Senior Notes will

先票據」）。扣除相關發行成本後，所得

mature on 21 November 2017 and have been listed on the HKSE (stock

款項淨額為人民幣 542,327,148 元。二

code: 85704).

零一七年優先票據將於二零一七年十一 月二十一日到期，已於香港聯交所上市 （證券代號：85704）。

– F-348 –

167

168

China Singyes Solar Technologies Holdings Limited Annual Report 2014

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

30. 優先票據（續）

30. SENIOR NOTES (Continued) The major terms and conditions of the 2017 Senior Notes are as

二零一七年優先票據的主要條款及條件

follows:

如下：

(a)

(a)

Redemption at the option of the Company Upon giving not less than 30 nor more than 60 days’ notice

本公司選擇贖回 本公司可於向持有人發出不少於

to the holders, at any time, the Company may at its option

30 日 及 不 超 過 60 日 的 通 知 後，

to redeem the notes at a redemption price equal to 100% of

隨時選擇按等於本金額 100% 加

the principal amount plus the applicable premium as of, and

上截至贖回日期適用溢價及截至

accrued and unpaid interest, if any, to (but not including)

該日（但不包括該日）應計未付利

the redemption date. The applicable premiums is the greater

息的贖回價贖回票據。適用溢價

of (1) 1.0% of the principal amount and (2) the excess of

為以下各項中的較高者：(1) 本金

(A) the present value at such redemption date of 100% of

額 的 1.0%； 及 (2)(A)100% 本 金

the principal amount, plus all required remaining scheduled

額於該贖回日期的現值，加上二

interest payments due on the 2017 Senior Notes through the

零一七年優先票據於到期日前按

maturity date (but excluding accrued and unpaid interest to the

計劃需要支付的所有到期利息（但

redemption date), computed using a discount rate equal to 2%, over (B) the principal amount on the redemption date.

不包括於贖回日期應計未付利息） （按等於 2% 的貼現率計算）超出 (B) 贖回日期本金額的部分。

Upon giving not less than 30 days’ nor more than 60 days’ notice

本公司可於向持有人發出不少於

to the holder, at any time, the Company may at its option redeem

30 日及不超過 60 日的通知後，選

up to 35% of the aggregate principal amount of the 2017

擇按等於二零一七年優先票據的

Senior Notes with the net cash proceeds of one or more sales of

本 金 額 的 107.875% 加 上 截 至 贖

common stock of the Company in one or more equity offerings

回日期（但不包括該日）的應計未

at a redemption price of 107.875% of the principal amount of

付利息（如有）之贖回價，以一次

the 2017 Senior Notes, plus accrued and unpaid interest, if

或多次股權發售中一次或多次出

any, to (but not including) the redemption date; provided that at

售本公司普通股的所得款項現金

least 65% of the aggregate principal amount of the Senior Notes

淨額，贖回二零一七年優先票據

remains outstanding after each such redemption and any such

本金總額的最多 35%；惟於每次

redemption takes place within 60 days after the closing of the

贖回後優先票據本金總額須至少

related equity offering.

有 65% 仍未償還，且任何相關贖 回必須於相關股權發售完成後 60 日內進行。

– F-349 –

二零一四年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

30. 優先票據（續）

30. SENIOR NOTES (Continued) (b)

Repurchase of the 2017 Senior Notes upon a Change of Control

(b)

控制權變動時購回二零一七 年優先票據

Not later than 30 days following a change of control, the

本公司將於控制權變動後 30 日前

Company will make an offer to purchase all outstanding 2017

提出要約（「控制權變動要約」），

Senior Notes (a “Change of Control Offer”) at a purchase price

按等於本金額 101% 加上截至控

equal to 101% of the principal amount thereof plus accrued

制權變動要約付款日期（不包括該

and unpaid interest, if any, to (but not including) the Change of

日）應計未付利息（如有）的購買 價，購買所有未償還二零一七年

Control Offer payment date.

優先票據。 As the estimated fair value of the early redemption right is insignificant

由於提早贖回權於初始確認時的公平值

at initial recognition, the embedded derivative is not separately

估計不高，故嵌入式衍生工具並無單獨

accounted for. The effective interest rate is approximately 9.33% per

入賬。經就交易成本作出調整後，實際

annum after the adjustment for transaction costs.

利率約為每年 9.33%。

The 2017 Senior Notes recognised in the consolidated statement of

於綜合財務狀況表中確認的二零一七年

financial position are calculated as follows:

優先票據按以下方式計算： Group 本集團 2014 二零一四年 RMB’000 人民幣千元

Nominal value of 2017 Senior Notes Issue costs

二零一七年優先 票據面值 發行成本

Fair value at date of issuance Effective interest recognised for the year (note 6) Interest payable during the year

發行日期的公平值 年內確認的實際利息 （附註 6） 年內應付利息

Carrying amount at 31 December 2014

於二零一四年 十二月三十一日 的面值

542,822

–

542,822

–

二零一七年優先 票據的公平值 *

547,400

–

547,400

–

Fair value of the 2017 Senior Notes*

*

2013 二零一三年 RMB’000 人民幣千元

Company 本公司 2014 2013 二零一四年 二零一三年 RMB’000 RMB’000 人民幣千元 人民幣千元

560,000 (17,673)

– –

560,000 (17,673)

– –

542,327

–

542,327

–

5,328 (4,833)

The fair values of the 2017 Senior Notes are determined based on the

– –

*

5,328 (4,833)

– –

二零一七年優先票據的公平值乃基 於香港聯交所於二零一四年十二月

price quoted on the HKSE on 31 December 2014.

三十一日的報價釐定。

– F-350 –

169

170

China Singyes Solar Technologies Holdings Limited Annual Report 2014

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

31. 遞延稅項

31. DEFERRED TAX The movements of deferred tax assets and liabilities during the year

遞延稅項資產與負債於年內的變動如

are as follows:

下：

Group

本集團

Deferred tax assets

遞延稅項資產

At 1 January 2013 Deferred tax credited to profit or loss during the year (note 10)

於二零一三年一月一日 年內在損益計入的 遞延稅項（附註 10）

At 31 December 2013 and at 1 January 2014

於二零一三年 十二月三十一日及 二零一四年一月一日

Deferred tax credited/ (charged) to profit or loss during the year (note 10)

年內在損益計入╱（扣除） 的遞延稅項（附註 10）

At 31 December 2014

於二零一四年 十二月三十一日

Tax loss

Government grants

稅項虧損 RMB’000 人民幣千元

政府補助 RMB’000 人民幣千元

Discount in retention receivables 應收 質保金折扣 RMB’000 人民幣千元

–

18,290

–

–

18,290

–

1,099

2,109

–

3,208

–

19,389

2,109

–

21,498

6,070

(707)

3,657

1,990

11,010

6,070

18,682

5,766

1,990

32,508

Others

Total

其他 RMB’000 人民幣千元

總計 RMB’000 人民幣千元

The Group has tax losses arising in Hong Kong of RMB27,075,000

本集團有在香港產生的稅項虧損人民

(2013: RMB15,454,000) that are available indefinitely for offsetting

幣 27,075,000 元（二零一三年：人民幣

against future taxable profits of the company in which the losses

15,454,000 元）可用於無限期抵銷產生

arose. The Group also has tax losses arising in Mainland China of

虧損之公司的未來應課稅溢利。本集

RMB38,942,000 (2013: 3,885,000) that will expire in one to five years

團亦有在中國大陸產生的稅項虧損人民

for offsetting against future taxable profits of the company in which the

幣 38,942,000 元（二零一三年：人民幣

losses arose. Deferred tax assets have not been recognised in respect

3,885,000 元）可用於抵銷產生虧損之公

of these tax losses as they have arisen in subsidiaries that have been

司的未來應課稅溢利，將於一至五年後

loss making and it is not considered probable that taxable profits will

到期。尚未就有關稅項虧損確認遞延稅

be available against which the tax losses can be utilised.

項資產，原因是有關虧損乃於持續虧損 的公司產生，而有關公司會有應課稅溢 利可抵銷虧損的可能性不大。

– F-351 –

171

二零一四年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

31. 遞延稅項

31. DEFERRED TAX (Continued) Group (Continued)

本集團（續）

Deferred tax liabilities

遞延稅項負債 Withholding taxes 預扣稅 RMB’000 人民幣千元

At 1 January 2013

於二零一三年一月一日

Deferred tax charged to

年內在損益扣除的

profit or loss during the year (note 10)

At 31 December 2013 and at 1 January 2014 Deferred tax charged to profit or loss during the year

At 31 December 2014

58,497

遞延稅項（附註 10）

28,363

於二零一三年十二月三十一日及 二零一四年一月一日

86,860

年內在損益扣除的 遞延稅項

–

於二零一四年十二月三十一日

86,860

Under the CIT Law of the PRC, withholding tax is imposed on dividends

根據中國企業所得稅法，由二零零八年

declared in respect of profits earned by PRC subsidiaries from 1

一月一日起，就中國附屬公司所賺取的

January 2008 onwards. Deferred taxation has not been provided for in

溢利宣派股息須繳納預扣稅。由於本集

the consolidated statement of financial position in respect of temporary

團可控制撥回暫時差額的時機，且暫時

differences attributable to the profits of the PRC subsidiaries during

差額可能在短期內不會撥回，故並無就

the year, as the Group is able to control the timing of the reversal

年內產生自中國附屬公司溢利的暫時差

of the temporary differences and it is probable that the temporary

額在綜合財務狀況表內計提遞延稅項。

differences will not reverse in the foreseeable future. The aggregate

於二零一四年十二月三十一日，與投資

amount of temporary differences associated with investments in

位於中國的附屬公司有關的暫時差額

subsidiaries in Mainland China for which deferred tax liabilities have

（並無就此確認遞延稅項負債）合共約為

not been recognised totalled approximately RMB512,992,000 as at 31

人民幣 512,992,000 元（二零一三年十二

December 2014 (31 December 2013: Nil).

月三十一日：無）。

There are no income tax consequences attaching to the payment of

本公司向其股東派付股息時不會附帶任

dividends by the Company to its shareholders.

何所得稅影響。

– F-352 –

172

China Singyes Solar Technologies Holdings Limited Annual Report 2014

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

32. 遞延收益

32. DEFERRED INCOME

Government grants

政府補助

At 1 January

於一月一日

Government grants related to assets

年內已收資產相關

received during the year Released to profit or loss (note 5): Over the expected useful lives of the related assets Upon disposal of

政府補助

2013 二零一三年

RMB’000

RMB’000

人民幣千元

人民幣千元

555,044

230,075

39,914

378,138

撥回至損益（附註 5）： 按相關資產預期 可使用年期

(24,459)

(5,039)

(131,226)

(48,130)

439,273

555,044

出售相關資產時

the related assets

At 31 December

2014 二零一四年

於十二月三十一日

Deferred income represented government grants received by the Group

遞延收益指本集團年內有關「金太陽示

in respect of the construction of roof top solar power stations under the

範工程」下建設的屋頂太陽能電站，以

“Golden Sun Demonstration Project”, and other items of property, plant

及其他物業、廠房及設備項目而收到的

and equipment.

政府補助。

The deferred income is released to profit or loss at the annual

遞延收益按年分期撥回至損益，以配合

instalment to match with the expected useful lives of the relevant

相關資產的預期可使用年期。

assets.

– F-353 –

二零一四年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

33. 已發行股本

33. ISSUED CAPITAL

股份

Shares

2013 二零一三年

US$’000

US$’000

千美元

千美元

12,000

12,000

6,954

6,918

46,466

46,247

法定：

Authorised:

1,200,000,000 股

1,200,000,000 ordinary shares

每股面值 0.01 美元的普通股

of US$0.01 each

已發行及已繳足：

Issued and fully paid: 695,395,996 (2013: 691,824,966) ordinary shares of US$0.01 each

695,395,996 股（二零一三年： 691,824,966 股） 每股面值 0.01 美元的普通股

Equivalent to RMB’000

2014 二零一四年

折合人民幣千元

於本年度，已發行股本變動如下：

During the year, the movements in issued capital were as follows:

Number of

Issued

shares in issue

capital

已發行股份數目

已發行股本 RMB’000 人民幣千元

At 1 January 2013

於二零一三年一月一日

632,861,997

42,606

Issue of shares

發行股份

40,000,000

2,454

Share options exercised

已行使購股權

18,962,999

1,187

At 31 December 2013 and

於二零一三年十二月三十一日 691,824,996

46,247

3,571,000

219

695,395,996

46,466

1 January 2014

及二零一四年一月一日

Share options exercised

已行使購股權

At 31 December 2014

於二零一四年十二月三十一日

(a)

– F-354 –

173

174

China Singyes Solar Technologies Holdings Limited Annual Report 2014

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

33. 已發行股本（續）

33. ISSUED CAPITAL (Continued) (a)

The subscription rights attaching to 2,821,000 share options were exercised at the subscription price of HK$3.58 per share

(a)

2,821,000 份購股權所附帶之認購 權已按認購價每股 3.58 港元獲行

and 750,000 share options were exercised at the subscription

使 及 750,000 份 購 股 權 所 附 帶 之

price of HK$2.78 per share, respectively, resulting in the issue

認購權已按認購價每股 2.78 港元

of 3,571,000 shares for a total cash consideration, before

獲行使，導致以總現金代價（未

expenses, of HK$12,184,180 (equivalent to approximately

計 開 支 前 ）12,184,180 港 元（ 相

RMB9,634,000). An amount of RMB4,430,000 was transferred

當於約人民幣 9,634,000 元）發行

from the share option reserve to share capital upon the exercise

3,571,000 股股份。購股權獲行使

of the share options.

後，金額人民幣 4,430,000 元由購 股權儲備轉為股本。

34. 購股權計劃

34. SHARE OPTION SCHEME The Company adopted a share option scheme (the “Scheme”) for the

本公司設立購股權計劃（「該計劃」）是為

purpose of providing incentives and rewards to eligible participants

了向對本集團的成功經營做出貢獻的合

who contribute to the success of the Group’s operations. Eligible

格參與者提供鼓勵和獎勵。該計劃的合

participants of the Scheme include directors and employees of the

資格參與者包括董事及本集團僱員。該

Group. The Scheme was approved by the Company’s shareholders on

計劃於二零零八年十二月十九日獲本公

19 December 2008 and, unless otherwise cancelled or amended, will

司股東批准，除非被註銷或修訂，否則

remain in force for 10 years from that date.

該計劃從該日起保持十年的效力。

The maximum number of unexercised share options currently

現時允許根據該計劃授出的未行使購股

permitted to be granted under the Scheme is an amount equivalent,

權最高數目為相等於（待其獲行使後）本

upon their exercise, to 10% of the shares of the Company in issue

公 司 於 任 何 時 間 已 發 行 股 份 之 10%。

at any time. The maximum number of shares issuable under share

於任何十二個月期間內可根據購股權向

options to each eligible participant in the Scheme within any 12-month

每名合資格參與者發行的最高股份數目

period is limited to 1% of the shares of the Company in issue at any

乃限於本公司於任何時間已發行股份之

time. Any further grant of share options in excess of this limit is subject

1%。任何超出此限額的進一步授出購

to shareholders’ approval in a general meeting.

股權須經股東於股東大會上批准。

Share options granted to a director, chief executive or substantial

授予本公司董事、行政總裁或主要股

shareholder of the Company, or to any of their associates, are subject

東，或彼等任何聯繫人士之購股權，均

to approval in advance by the independent non-executive directors.

須事先獲得獨立非執行董事之批准。此

In addition, any share options granted to a substantial shareholder or

外，於任何十二個月期間內授予本公司

an independent non-executive director of the Company, or to any of

主要股東或獨立非執行董事，或彼等任

their associates, in excess of 0.1% of the shares of the Company in

何聯繫人士之任何購股權，凡超過本公

issue at any time or with an aggregate value (based on the price of the

司於任何時間已發行股份之 0.1% 或其

Company’s shares at the date of grant) in excess of HK$5,000,000,

總值（根據本公司於授出日期之股價計

within any 12-month period, are subject to shareholders, approval in

算）超過 5,000,000 港元，均須於股東大

advance in a general meeting.

會上事先取得股東之批准。

– F-355 –

二零一四年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

31. 購股權計劃（續）

34. SHARE OPTION SCHEME (Continued) The offer of a grant of share options may be accepted within 28 days

授出購股權之要約可由承授人自要約日

from the date of offer, upon payment of a nominal consideration of

期起計二十八日內於支付象徵式代價合

RMB1 in total by the grantee. The exercise period of the share options

共人民幣 1 元後接納。所授出購股權之

granted is determinable by the directors, and commences after a

行使期由董事釐定，並於半年至兩年之

vesting period of 0.5 to 2 years and ends on a date which is a period of

歸屬期後開始至自授出日期起計滿十年

10 years from the date of grant.

之日為止。

The exercise price of share options is determinable by the directors,

購股權之行使價由董事釐定，惟不可低

but may not be less than the highest of (i) the HKSE closing price of

於以下最高者：(i) 本公司股份於購股

the Company’s shares on the date of offer of the share options; (ii)

權要約日期在香港聯交所之收市價；(ii)

the average HKSE closing price of the Company’s shares for the five

本公司股份於緊接要約日期前五個交易

trading days immediately preceding the date of offer; and (iii) the

日在香港聯交所之平均收市價；及 (iii)

nominal value of a share.

股份之面值。

Share options do not confer rights on the holders to dividends or to

購股權並不賦予持有人收取股息或在股

vote at shareholders’ meetings.

東大會上投票的權利。

The following share options were outstanding under the Scheme during

年內該計劃下尚未行使之購股權如下：

the year: 2014

2013

二零一四年

二零一三年

Weighted

Weighted

average

average

exercise price

Number exercise price

Number

加權平均

of options

加權平均

of options

行使價

購股權數目

行使價

購股權數目

HK$

’000

HK$

’000

per share

At 1 January

per share

每股港元

千份

每股港元

千份

3.25

23,019

3.29

42,330

於一月一日

Forfeited during the year

年內作廢

–

3.58

(348)

Exercise during the year

年內行使

3.41

(3,571)

3.34

(18,963)

At 31 December

於十二月三十一日

3.21

19,448

3.25

23,019

– F-356 –

–

175

176

China Singyes Solar Technologies Holdings Limited Annual Report 2014

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

34. 購股權計劃（續）

34. SHARE OPTION SCHEME (Continued) The exercise prices and exercise periods of the share options

於報告期末尚未行使購股權之行使價及

outstanding as at the end of the reporting period are as follows:

行使期如下：

Number of options 購股權數目 2014 2013 二零一四年 二零一三年 ’000 ’000 千份 千份

Exercise price 行使價 HK$ per share 每股港元

Exercise period 行使期

23/01/10-22/07/19 二零一零年一月二十三日至 二零一九年七月二十二日 23/07/10-22/07/19 二零一零年七月二十三日至 二零一九年七月二十二日 23/07/11-22/07/19 二零一一年七月二十三日至 二零一九年七月二十二日 27/05/11-26/05/20 二零一一年五月二十七日至 二零二零年五月二十六日 27/05/12-26/05/20 二零一二年五月二十七日至 二零二零年五月二十六日 27/05/13-26/05/20 二零一三年五月二十七日至 二零二零年五月二十六日 11/10/12-10/10/21 二零一二年十月十一日至 二零二一年十月十日 11/10/13-10/10/21 二零一三年十月十一日至 二零二一年十月十日 11/10/14-10/10/21 二零一四年十月十一日至 二零二一年十月十日 11/10/15-10/10/21 二零一五年十月十一日至 二零二一年十月十日 11/10/16-10/10/21 二零一六年十月十一日至 二零二一年十月十日

2,830

3,523

3.58

3,389

4,263

3.58

5,379

6,633

3.58

–

216

2.78

116

592

2.78

534

592

2.78

1,440

1,440

2.68

1,440

1,440

2.68

1,440

1,440

2.68

1,440

1,440

2.68

1,440

1,440

2.68

19,448

23,019

– F-357 –

二零一四年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

34. SHARE OPTION SCHEME (Continued)

34. 購股權計劃（續）

At the end of the reporting period, the Company had 19,448,000 share

於 報 告 期 末， 本 公 司 根 據 該 計 劃 有

options outstanding under the Scheme. The exercise in full of the

19,448,000 份尚未行使購股權。該等尚

outstanding share options would, under the present capital structure

未行使購股權倘全數獲行使，在本公司

of the Company, result in the issue of 19,448,000 additional ordinary

之現有資本架構下，將會導致額外發行

shares of the Company and additional share capital of US$194,480

19,448,000 股本公司普通股及產生額外

(equivalent to approximately HK$1,508,134) and share premium of

股本 194,480 美元（相等於約 1,508,134

approximately HK$90,506,072 (before issue expenses and after the

港元）及股份溢價約 90,506,072 港元（於

amount to be transferred from share option reserve to share premium

扣除發行開支前及於扣除將於相關購股 權獲行使時由購股權儲備轉移至股份溢

upon the exercise of the related share options).

價的金額後）。 As at the date of approval of the financial statements, the Company

於本財務報表批准日，本公司根據該計

had 18,634,000 share options outstanding under the Scheme, which

劃有 18,634,000 份尚未行使購股權，相

represented approximately 2.68% of the Company’s shares in issue as

當於本公司於該日已發行股份約2.68%。

at that date.

35. 儲備

35. RESERVES

本集團

Group The amounts of the Group’s reserves and the movements therein for

本集團本年度及過往年度之儲備金額及

the current and prior years are presented in the consolidated statement

相關變動載於財務報表第 72 頁至第 73

of changes in equity on pages 72 to 73 of the financial statements.

頁之綜合權益變動表內。

(a)

(a)

Statutory reserves of the PRC subsidiaries

中國附屬公司的法定儲備

In accordance with the “Law of the PRC on Joint Ventures Using

根據《中華人民共和國中外合資經

Chinese and Foreign Investment” and the respective articles

營企業法》及本集團在中國大陸附

of association of the Group’s subsidiaries in Mainland China,

屬公司的公司章程，須從按照中

appropriations from net profit, as determined in accordance

國公認會計準則（「中國公認會計

with PRC generally accepted accounting principles (“PRC

準則」 ）釐定的純利（經抵銷往年累

GAAP”) and after offsetting accumulated losses from prior years,

計虧損後，及向投資者分派溢利

should be made to the statutory reserve fund and the enterprise

前）撥付法定儲備基金及企業擴展

expansion fund, and before profit distributions to the investors.

基金。該儲備基金可用來抵銷累

The reserve fund can be used to offset accumulated losses or to

計虧損或增加資本。

increase capital.

– F-358 –

177

178

China Singyes Solar Technologies Holdings Limited Annual Report 2014

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

35. 儲備（續）

35. RESERVES (Continued) Group (Continued)

本集團（續）

(b)

(b)

Enterprise expansion fund

企業擴展基金

The enterprise expansion fund can be used for business

企業擴展基金可用於業務發展或

development or to increase capital. The percentages to be

增加資本。外商投資附屬公司撥

appropriated to the reserve fund and the enterprise expansion

付至儲備基金及企業擴展基金的

fund in the foreign investment subsidiaries are determined by

百分比由董事會釐定。此外，外

the board of directors. In addition, the wholly-foreign-owned

商獨資企業毋須將純利撥付至企

subsidiaries are not required to appropriate the enterprise

業擴展基金，而撥付至儲備基金

expansion fund, and the percentages to be appropriated to the

的 百 分 比 須 不 少 於 10%。 於 儲

reserve fund shall be no less than 10%. When the cumulative

備基金累計至達到註冊資本一半

reserve fund reaches one-half of the registered capital, the

時，不再強制撥付。

appropriation is no longer mandatory. (c)

(c)

Share option reserve

購股權儲備包括已授出但尚未行

The share option reserve comprises the fair value of share

(d)

購股權儲備

options granted which are yet to be exercised, as further

使的購股權的公平值，進一步闡

explained in the accounting policy for share-based payments

述見財務報表附註 2.4 有關以股份

in note 2.4 to the financial statements. The amount will either

為基礎的支付的會計政策。該款

be transferred to the share premium account when the related

項將於相關期權獲行使時轉撥至

options are exercised, or be transferred to retained earnings

股份溢價賬，或倘相關購股權屆

should the related options expire or be forfeited.

滿或被沒收，則轉撥至保留盈利

(d)

Safety fund surplus reserve

安全基金盈餘儲備

Pursuant to a Notice regarding Safety Production Expenditure

根據中國財政部及國家安全生產

jointly issued by the Ministry of Finance and the State

監督管理總局於二零一二年二月

Administration of Work Safety of the PRC in February 2012, the

聯合頒佈的一則關於安全生產費

Group is required to establish a safety fund surplus reserve. The

的通知，本集團須設立安全基金

safety fund can only be transferred to retained earnings to offset

盈餘儲備。安全基金只可於產生

safety related expenses as and when they are incurred, including

時轉撥至保留盈利以抵銷安全相

expenses related to safety protection facilities and equipment

關開支，包括與安保設施及設備

improvement and maintenance as well as safety production

提升及維護以及安全生產檢查、

inspection, appraisal, consultation and training.

評估、諮詢及培訓有關的開支。

– F-359 –

二零一四年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

35. 儲備（續）

35. RESERVES (Continued) Company

本公司

The amounts of the Company’s reserves and the movements therein

於本年度及過往年度，本公司儲備金額

for the current and prior year are as follows:

及相關變動如下：

At 1 January 2013 Total comprehensive loss for the year Issue of shares (note 33) Exercise of share options Transfer to share option reserve upon the exercise of share options Transfer to contributed surplus Final 2012 dividend declared (note 12) Proposed final 2013 dividend (note 12) Equity-settled share option arrangements (note 34)

於二零一三年一月一日 本年度全面虧損總額

Exchange fluctuation reserve 匯兌 波動儲備 RMB’000 人民幣千元

Accumulated losses 累計虧損 RMB’000 人民幣千元

Total 總計 RMB’000 人民幣千元

399,615

7,036

48,544

(24,755)

(148,421)

282,019

–

–

–

(12,678)

(15,968)

(28,646)

246,051

–

–

–

–

246,051

49,870

–

–

–

–

49,870

22,488

–

(22,488)

–

–

–

(40,000)

40,000

–

–

–

–

–

(36,847)

–

–

35,921

(926)

–

–

–

–

(48,954)

(48,954)

–

–

2,112

–

–

2,112

678,024

10,189

28,168

(37,433)

(177,422)

501,526

678,024

10,189

28,168

(37,433)

(177,422)

501,526

–

–

–

2,131

(19,924)

(17,793)

9,415

–

–

–

–

9,415

4,430

–

(4,430)

–

–

–

(50,000)

50,000

–

–

–

–

–

(49,714)

–

–

48,954

(760)

–

–

–

–

(49,374)

(49,374)

–

–

1,109

–

–

1,109

641,869

10,475

24,847

(35,302)

(197,766)

444,123

發行股份（附註33） 行使購股權 行使購股權時轉移至 購股權儲備 轉移至繳入盈餘 已宣派二零一二年末期 股息（附註12） 擬派二零一三年末期 股息（附註12） 股本結算購股權 安排（附註34）

At 31 December 2013 於二零一三年 十二月三十一日 At 1 January 2014 Total comprehensive loss for the year Exercise of share options Transfer to share option reserve upon the exercise of share options Transfer to contributed surplus Final 2013 dividend declared (note 12) Proposed final 2014 dividend (note 12) Equity-settled share option arrangements (note 34)

Contributed surplus 繳入盈餘 RMB’000 人民幣千元

Share option reserve 購股權 儲備 RMB’000 人民幣千元

Share premium account 股份溢價賬 RMB’000 人民幣千元

於二零一四年一月一日 本年度全面虧損總額 行使購股權 行使購股權時轉移至 購股權儲備 轉移至繳入盈餘 已宣派二零一三年 末期股息（附註12） 擬派二零一四年 末期股息（附註12） 股本結算購股權安排 （附註34）

At 31 December 2014 於二零一四年 十二月三十一日

– F-360 –

179

180

China Singyes Solar Technologies Holdings Limited Annual Report 2014

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

36. 或然負債

36. CONTINGENT LIABILITIES (a)

(b)

Group

(a)

本集團

As at 31 December 2014, the Group had no significant

於二零一四年十二月三十一日，

contingent liabilities.

本集團並無重大或然負債。

Company

(b)

本公司

As at 31 December 2014, contingent liabilities not provided for

於二零一四年十二月三十一日，

in the financial statements were as follows:

並無於財務報表作出撥備的或然 負債如下：

Guarantees given to banks and entity in connection

2014

2013

二零一四年

二零一三年

RMB’000

RMB’000

人民幣千元

人民幣千元

945,267

757,580

就提供予以下公司的貸款 向銀行及實體作出的擔保：

with loans granted to: Zhuhai Singyes

珠海興業

Singyes Renewable Energy

興業新能源

68,000

25,000

Hunan Singyes

湖南興業

19,000

–

Singyes Engineering

興業工程

16,961

16,961

Macao Singyes

澳門興業

6,712

–

1,055,940

799,541

– F-361 –

二零一四年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

37. OPERATING LEASE ARRANGEMENTS – THE GROUP AS LESSEE

37. 經營租賃安排 – 本集團作為 承租人

The Group leases certain of its office premises under operating lease

本集團根據經營租約安排租用若干辦公

arrangements. Leases for properties are negotiated for terms of one or

室物業。該等物業租約協定租期為一或

two years. At the end of the reporting period, the Group had total future

兩年。於報告期末，本集團根據於下列

minimum lease payments under non-cancellable operating leases

年期到期的不可撤銷經營租約的未來最

falling due as follows:

低應付租金總額如下：

Within one year

一年內

In the second to fifth years, inclusive

第二至第五年（包括首尾兩年）

2014

2013

二零一四年

二零一三年

RMB’000

RMB’000

人民幣千元

人民幣千元

1,235

876

461

557

1,696

1,433

38. 承擔

38. COMMITMENTS In addition to the operating lease commitments detailed in note 37

除上文附註 37 詳述之經營租約承擔外，

above, the Group had the following capital commitments at the end of

於報告期末，本集團有下列資本承擔：

the reporting period:

Contracted, but not provided for: Construction of buildings and photovoltaic power station Purchase of machinery

2014

2013

二零一四年

二零一三年

RMB’000

RMB’000

人民幣千元

人民幣千元

847,466

2,623

5,033

1,608

852,499

4,231

已訂約但未撥備： 建設樓宇及 光伏電站 購買機械設備

– F-362 –

181

182

China Singyes Solar Technologies Holdings Limited Annual Report 2014

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

39. RELATED PARTY TRANSACTIONS AND BALANCES (a)

Related party transactions

39. 關連方交易及結餘 (a)

關連方交易

As at 31 December 2014, details of bank and other loans

於二零一四年十二月三十一日，

guarantees provided by related parties of the Group for nil

本集團關連方無償提供之銀行及

consideration are as follows:

其他貸款擔保如下：

(i)

(i)

the Group’s bank and other loans of RMB468,000,000

本集團之銀行及其他貸

(2013: RMB367,000,000) were guaranteed by Mr. Liu

款 人 民 幣 468,000,000

Hongwei;

元（ 二 零 一 三 年： 人 民 幣 367,000,000 元 ）由 劉 紅 維 先生擔保；

(ii)

the Group’s bank and other loans of RMB240,000,000

(ii)

本集團之銀行及其他貸 款 人 民 幣240,000,000元

(2013: RMB335,000,000) were jointly guaranteed by

（ 二 零 一 三 年： 人 民 幣

Messrs. Liu Hongwei and Sun Jinli;

335,000,000 元）由劉紅維先 生及孫金禮先生共同擔保； (iii)

the Group’s bank loans of RMB72,500,000 (2013:

(iii)

本集團之銀行貸款人民幣

RMB72,500,000) were jointly guaranteed by Messrs. Liu

72,500,000 元（ 二 零 一 三

Hongwei and Xie Wen;

年：人民幣 72,500,000 元） 由劉紅維先生及謝文先生共 同擔保；

(iv)

the Group’s bank loans of RMB50,000,000 (2013: Nil)

(iv)

本集團之銀行貸款人民幣 50,000,000元 （二零一三年：

were guaranteed by Mr. Sun Jinli;

零）由孫金禮先生擔保； (v)

the Group’s bank loans of RMB50,000,000 (2013: Nil)

(v)

本集團之銀行貸款人民幣

were jointly guaranteed by Mr. Liu Hongwei and his

50,000,000元 （二零一三年：

spouse, Ms. Li Wei; and

零）由劉紅維先生及其配偶 李薇女士共同擔保；及

(vi)

the Group’s bank loans of HK$28,041,000 (2013: HK$29,243,000) were jointly guaranteed by Messrs. Liu

(vi)

本 集 團 之 銀 行 貸 款 28,041,000 港元（二零一三 年：29,243,000 港元）由劉

Hongwei and Sun Jinli.

紅維先生及孫金禮先生共同 擔保。

– F-363 –

二零一四年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

39. 關連方交易及結餘（續）

39. RELATED PARTY TRANSACTIONS AND BALANCES (Continued) (b)

Compensation of key management personnel of the Group

Salaries, allowances and

(b)

2014

2013

二零一四年

二零一三年

RMB’000

RMB’000

人民幣千元

人民幣千元

7,685

5,006

136

112

7,821

5,118

薪金，津貼及實物利益

benefits in kind Pension scheme contributions

本集團主要管理人員的薪酬

退休金計劃供款

Further details of directors’ and the chief executive’s emoluments

有關董事及行政總裁酬金的進一

are included in note 8 to the financial statements.

步詳情載於財務報表附註 8。

40. 金融資產轉讓

40. TRANSFERS OF FINANCIAL ASSETS

未完全終止確認的已轉讓金融資 產

Transferred financial assets that are not derecognised in their entirety

Carrying amount of assets that

2014

2013

二零一四年

二零一三年

Notes

RMB’000

RMB’000

附註

人民幣千元

人民幣千元

繼續確認的資產賬面值：

continued to be recognised: Discounted Bills

貼現票據

(a)

186,300

–

Endorsed Bills

背書票據

(b)

34,849

–

221,149

–

– F-364 –

183

184

China Singyes Solar Technologies Holdings Limited Annual Report 2014

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

40. TRANSFERS OF FINANCIAL ASSETS (Continued)

40. 金融資產轉讓（續）

Transferred financial assets that are not derecognised in their entirety (Continued)

未完全終止確認的已轉讓金融資 產（續）

(a)

(a)

Discounted Bills

貼現票據

At 31 December 2014, the Group discounted certain bills

於二零一四年十二月三十一

receivable (the “Discounted Bills”) with a total carrying amount

日， 本 集 團 將 總 賬 面 值 人 民 幣

of RMB186,300,000 to certain local banks in the PRC. The

186,300,000 元 的 若 干 應 收 票 據

Discounted Bills have a maturity from two to eleven months at

（「 貼 現 票 據 」）貼 現 予 中 國 若 干

31 December 2014. In accordance with the law of Negotiable

當地銀行。於二零一四年十二月

Instruments in the PRC, the holders of the Discounted Bills

三十一日，貼現票據的到期時間

have a right of resource against the Group if the PRC banks

為兩至十一個月。根據中國票據

default. In the opinion of the directors, the Group has retained

法，如中國銀行違約，貼現票據

the substantial risks and rewards, which include default risks

持有人有權向本集團追索。董事

relating to the Discounted Bills, and accordingly, it continued

認為，本集團保留大部分風險及

to recognise the carrying amounts of the Discounted Bills

回報（包括貼現票據違約風險），

and the respective bank loans (the carrying amounts of the

因此繼續確認貼現票據及相關銀

Discounted Bills deduct the discount interest). Subsequent to

行貸款的賬面值（貼現票據的賬面

the discounting, the Group did not retain any rights on the use

值扣除貼現利息） 。貼現後，本集

of the Discounted Bills, including sale, transfer or pledge of

團並無保留使用貼現票據的任何

the Discounted Bills to any other third parties. The aggregate

權利，包括向任何其他第三方出

carrying amount of the bank loans recognised due to the

售、轉讓或抵押貼現票據。因貼

Discounted Bills was RMB184,378,000 as at 31 December

現票據而確認的銀行貸款於二零

2014.

一四年十二月三十一日的總賬面 值為人民幣 184,378,000 元。

– F-365 –

二零一四年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

40. TRANSFERS OF FINANCIAL ASSETS (Continued)

40. 金融資產轉讓（續）

Transferred financial assets that are not derecognised in their entirety (Continued)

未完全終止確認的已轉讓金融資 產（續）

(b)

(b)

Endorsed Bills

背書票據

At 31 December 2014, the Group endorsed certain bills

於二零一四年十二月三十一日，

receivable accepted by certain local banks in the PRC

本集團將中國若干當地銀行接受

(the “Endorsed Bills”) with a total carrying amount of

的總賬面值人民幣 34,849,000 元

RMB34,849,000 to certain of its suppliers in order to settle the

的 若 干 應 收 票 據（「 背 書 票 據 」 ）

trade and other payables due to those suppliers. The Endorsed

背書予若干供應商，以結算應付

Bills had a maturity of one to six months at 31 December 2014.

該等供應商的貿易及其他應付款

In accordance with the Law of Negotiable Instruments in the

項。於二零一四年十二月三十一

PRC, the holders of the Endorsed Bills have a right of recourse

日，背書票據的到期時間為一至

against the Group if the PRC banks default. In the opinion of

六個月。根據中國票據法，如中

the directors, the Group has retained the substantial risks and

國銀行違約，背書票據持有人有

rewards, which include default risks relating to the Endorsed

權 向 本 集 團 追 索。 董 事 認 為，

Bills, and accordingly, it continued to recognise the full carrying

本集團已保留大部分風險及回

amounts of the Endorsed Bills and the associated trade and

報（包括背書票據違約風險） ，因

other payables settled. Subsequent to the endorsement, the

此繼續確認背書票據及相關已結

Group did not retain any rights on the use of the Endorsed Bills,

算貿易及其他應付款項的全部賬

including sale, transfer or pledge of the Endorsed Bills to any

面值。背書後，本集團並無保留

other third parties. The aggregate carrying amount of the trade

使用背書票據的任何權利，包括

and other payables settled by the Endorsed Bills during the year

向任何其他第三方出售、轉讓或

to which the suppliers have recourse was RMB34,849,000 as at

抵押背書票據。年內以供應商有

31 December 2014.

追索權的背書票據結算的貿易及 其他應付款項於二零一四年十二 月三十一日的總賬面值為人民幣 34,849,000 元。

– F-366 –

185

186

China Singyes Solar Technologies Holdings Limited Annual Report 2014

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

40. TRANSFERS OF FINANCIAL ASSETS (Continued)

40. 金融資產轉讓（續）

Transferred financial assets that are derecognised in their entirety

已完全終止確認的已轉讓金融資 產

As at 31 December 2014, the Group discounted certain bills

於二零一四年十二月三十一日，本集

receivable accepted by certain reputable banks in the PRC, with

團終止中國若干知名銀行接受的賬面

a carrying amount in aggregate of RMB573,714,000 (referred

值共人民幣 573,714,000 元的應收票據

to as the “Derecognised Bills”, 2013: RMB672,340,000). The

（「終止確認票據」，二零一三年：人民

Derecognised Bills had a maturity from one to six months at the end

幣 672,340,000 元）。於報告期末，終止

of the reporting period. In accordance with the Law of Negotiable

確認票據的到期時間為一至六個月。根

Instruments in the PRC, the holders of the Derecognised Bills have

據中國票據法，如中國銀行違約，終止

a right of recourse against the Group if the PRC banks default (the

確認票據持有人有權向本集團追索（「持

“Continuing Involvement”). In the opinion of the directors, the Group

續參與」）。董事認為，本集團已轉讓與

has transferred substantially all risks and rewards relating to the

終止確認票據有關的絕大部分風險及回

Derecognised Bills. Accordingly, it has derecognised the full carrying

報。因此，本集團已終止確認終止確認

amount of the Derecognised Bills. The maximum exposure to loss from

票據的全部賬面值。本集團持續參與終

the Group’s Continuing Involvement in the Derecognised Bills and the

止確認票據及購回該等終止確認票據的

undiscounted cash flows to repurchase these Derecognised Bills is

未貼現現金流量面臨的最高損失風險等

equal to their carrying amounts. In the opinion of the directors, the fair

於其賬面值。董事認為，本集團持續參

values of the Group’s Continuing Involvement in the Derecognised Bills

與終止確認票據的公平值並不重大。

are not significant. During the year, the Group has recognised interest expense of

年內，本集團確認應收貼現票據的利息

RMB36,508,000 (2013: RMB24,800,000) (note 6) on discounted bills

開支人民幣36,508,000元（二零一三年：

receivable. No gains or losses were recognised from the Continuing

人民幣 24,800,000 元） （附註 6）。並無

Involvement, both during the year or cumulatively.

因持續參與而於年內或累計確認任何收 益或虧損。

– F-367 –

二零一四年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

41. FINANCIAL INSTRUMENTS BY CATEGORY

41. 按類別劃分的金融工具

The carrying amounts of each of the categories of financial instruments

各類金融工具於報告期末的賬面值如

as at the end of the reporting period are as follows:

下：

Group

本集團

2014

二零一四年

Financial assets

金融資產 AvailableLoans and

for-sale

receivables

financial assets

貸款及

可供出售

應收款項

金融資產

Total 總計

RMB’000

RMB’000

RMB’000

人民幣千元

人民幣千元

人民幣千元

可供出售投資

–

12,258

12,258

Trade receivables

應收貿易款項

2,192,235

–

2,192,235

Financial assets included in

計入預付款項、 121,957

–

121,957

Available-for-sale investments

prepayment, deposits and

訂金及其他應收

other receivables

款項的金融資產

Pledged deposits

抵押存款

500,327

–

500,327

Cash and cash equivalents

現金及現金等價物

901,417

–

901,417

3,715,936

12,258

3,728,194

– F-368 –

187

188

China Singyes Solar Technologies Holdings Limited Annual Report 2014

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

41. FINANCIAL INSTRUMENTS BY CATEGORY (Continued)

41. 按類別劃分的金融工具（續）

Group (Continued)

本集團（續）

2014

二零一四年

Financial liabilities

金融負債 Financial liabilities at fair value

Financial

through profit or

liabilities at

loss upon initial

amortised

recognition

cost

Total

初始確認時

Trade and bills payables

應付貿易款項及應付票據

Financial liabilities included

計入其他應付款項及

in other payables and

按公平值

按攤銷

計入損益的

成本列賬的

金融負債

金融負債

總計

RMB’000

RMB’000

RMB’000

人民幣千元

人民幣千元

人民幣千元

–

1,284,332

1,284,332

應計款項的金融負債 （附註 26）

–

221,530

221,530

Derivative financial instruments

衍生金融工具

3,042

–

3,042

Convertible bonds (note 29)

可換股債券（附註 29）

227,138

589,131

816,269

Senior notes (note 30)

優先票據（附註 30）

–

542,822

542,822

Interest-bearing bank and

附息銀行及其他貸款 –

1,379,200

1,379,200

230,180

4,017,015

4,247,195

accruals (note 26)

other loans

– F-369 –

二零一四年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

41. FINANCIAL INSTRUMENTS BY CATEGORY (Continued)

41. 按類別劃分的金融工具（續）

Group (Continued)

本集團（續）

2013

二零一三年

Financial assets

金融資產 AvailableLoans and

for-sale

receivables

financial assets

貸款及

可供出售

應收款項

金融資產

Total 總計

RMB’000

RMB’000

RMB’000

人民幣千元

人民幣千元

人民幣千元

可供出售投資

–

29,418

29,418

Trade receivables

應收貿易款項

1,801,263

–

1,801,263

Financial assets included in

計入預付款項、 102,510

–

102,510

Available-for-sale investments

prepayment, deposits and

訂金及其他應收

other receivables

款項的金融資產

Pledged deposits

抵押存款

346,522

–

346,522

Cash and cash equivalents

現金及現金等價物

894,732

–

894,732

3,145,027

29,418

3,174,445

金融負債

Financial liabilities

Financial liabilities at amortised cost 按攤銷成本列賬 的金融負債 RMB’000 人民幣千元 Trade and bills payables

應付貿易款項及應付票據

Financial liabilities included in other payables

計入其他應付款項及

and accruals (note 26) Interest-bearing bank and other loans

應計款項的金融負債（附註 26） 附息銀行及其他貸款

1,292,961 102,017 1,550,909 2,945,887

– F-370 –

189

190

China Singyes Solar Technologies Holdings Limited Annual Report 2014

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

41. 按類別劃分的金融工具（續）

41. FINANCIAL INSTRUMENTS BY CATEGORY (Continued) Company

本公司

As at 31 December 2014 and 2013, all financial assets of the

於二零一四年及二零一三年十二月

Company are under the loans and receivables category.

三十一日，本公司所有金融資產均屬於 貸款及應收款項類別。

As at 31 December 2014 and 2013, all financial liabilities of the

於二零一四年及二零一三年十二月

Company are under the financial liabilities at amortised costs category.

三十一日，本公司所有金融負債均屬於 按攤銷成本列賬的金融負債類別。

42. 金融工具的公平值及公平值 等級

42. FAIR VALUE AND FAIR VALUE HIERARCHY OF FINANCIAL INSTRUMENTS The carrying amounts and fair values of the Group’s financial

本集團金融工具（由於到期時間較短，

instruments, other than those with carrying amounts that reasonably

賬面值與公平值合理相若者除外）的賬

approximate to fair values due to short term to maturity, are as follows:

面值及公平值如下：

Carrying amounts

Fair values

賬面值

公平值

2014

2013

2014

2013

二零一四年

二零一三年

二零一四年

二零一三年

RMB’000

RMB’000

RMB’000

RMB’000

人民幣千元

人民幣千元

人民幣千元

人民幣千元

3,042

–

3,042

–

Financial liabilities

金融負債

Derivative financial instruments

衍生金融工具

Convertible bonds

可換股債券

816,269

–

933,986

–

Senior notes

優先票據

542,822

–

550,323

–

Interest-bearing bank and other loans, 附息銀行及其他貸款， non-current portion:

非流動部分：

Bank loans

銀行貸款

314,602

163,743

316,084

162,341

Other loans

其他貸款

77,077

517,538

76,681

517,538

1,753,812

681,281

1,880,116

679,879

– F-371 –

二零一四年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

42. FAIR VALUE AND FAIR VALUE HIERARCHY OF FINANCIAL INSTRUMENTS (Continued) Management has assessed that the fair values of cash and cash

42. 金融工具的公平值及公平值 等級（續） 經管理層評估，現金及現金等價物、抵

equivalents, pledged deposits, trade and bills receivables, trade and

押 存 款、 應 收 貿 易 款 項 及 應 收 票 據、

bills payables, financial assets included in prepayments, deposits and

應付貿易款項及應付票據、計入預付款

other receivables, and financial liabilities included in other payables

項、訂金及其他應收款項的金融資產以

and accruals approximate to their carrying amounts largely due to the

及計入其他應付款項及應計款項的金融

short term maturities of these instruments.

負債與其賬面值相若，主要是由於有關 工具的到期時間較短。

The fair values of the financial assets and liabilities are included at

金融資產及負債的公平值按自願各方之

the amount at which the instrument could be exchanged in a current

間當前交易（強制或清盤出售除外）中該

transaction between willing parties, other than in a forced or liquidation

工具可交換的價格列賬。

sale. The following methods and assumptions were used to estimate the fair

下列方法及假設用於估計公平值：

values: The Group has entered into derivative financial instruments, such as

本集團已與銀行訂立衍生金融工具，如

interest rate swaps, with the bank. The fair value of the interest rate

利率掉期。利率掉期的公平值由獨立專

swaps was estimated by the independent professional valuer using

業估值師使用貼現現金流法估計，估計

the discounted cash flow method and the estimation included some

包括並無可觀察市場價格或費率支持的

assumptions not supported by observable market rates such as credit

部分假設（如信貸風險、貼現率及預期

risk, discount rate and expected future cash flows. The carrying

未來現金流量），因此存在不確定性。

amounts of interest rate swaps are the same as their fair values.

利率掉期的賬面值與其公平值相同。

The fair value of the 2019 Convertible Bonds was valued by estimating

二零一九年可換股債券的公平值透過使

the value of the whole bond with and without the embedded derivatives

用二項式期權定價模型估計整份債券附

using the binomial option pricing model. The model incorporates inputs

帶及不附帶嵌入式衍生工具時的價值而

including market price, discount rates and share price volatility. Value

評 估。 該 模 型 計 入 市 價、 貼 現 率 及 股

used for significant unobservable input: volatility at 52.85%. If the

價波幅等輸入數據。就重大不可觀察

volatility rate had been 3% higher/lower than management’s estimates

輸入數據使用的數值：波幅 52.85%。

at 31 December 2014, the fair value of conversion rights would have

如於二零一四年十二月三十一日的波

increased/decreased by RMB19,967,000 and RMB17,402,000

動率較管理層估計高 ／低 3%，則轉換

respectively.

權 的 公 平 值 將 分 別 增 加 ／減 少 人 民 幣 19,967,000 元及人民幣 17,402,000 元。

The fair values of the 2017 Senior Notes are based on quoted market

二零一七年優先票據的公平值基於市場

prices.

報價。

– F-372 –

191

192

China Singyes Solar Technologies Holdings Limited Annual Report 2014

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

42. 金融工具的公平值及公平值 等級（續）

42. FAIR VALUE AND FAIR VALUE HIERARCHY OF FINANCIAL INSTRUMENTS (Continued) The fair values of the non-current portion of the Group’s interest-

本集團附息銀行及其他貸款的公平值乃

bearing bank and other loans have been calculated by discounting

透過使用年期、信貸風險及餘下到期

the expected future cash flows using rates currently available for

時間類似的金融工具現時可獲得的利率

instruments with similar terms, credit risk and remaining maturities,

（就本集團自有違約風險作出調整（如適

adjusted by the Group’s own non-performance risk where appropriate.

用） ）貼現預期未來現金流量而計算。就

Value used for significant unobservable input: discount rate from 5.4%

重大不可觀察輸入數據使用的數值：基

to 9.07% based on individual loan.

於個人貸款的貼現率 5.4% 至 9.07%。

The following tables illustrate the fair value measurement hierarchy of

下表說明本集團金融工具的公平值計量

the Group’s financial instruments:

等級：

Fair value hierarchy

公平值等級

Liabilities measured at fair value:

按公平值計量的負債：

As at 31 December 2014

於二零一四年十二月三十一日 Fair value measurement using 使用以下各項計量公平值 Quoted prices in active

衍生金融工具

Convertible bonds:

可換股債券：

Conversion rights (note 29)

轉換權（附註 29）

Significant

observable unobservable

markets

inputs

inputs

(Level 1)

(Level 2)

(Level 3)

活躍

Derivative financial instruments

Significant

Total

重大可觀察 重大不可觀察

市場報價

輸入數據

輸入數據

（第一層）

（第二層）

（第三層）

RMB’000

RMB’000

RMB’000

RMB’000

人民幣千元

人民幣千元

人民幣千元

人民幣千元

–

3,042

–

3,042

–

–

227,138

227,138

–

3,042

227,138

230,180

總計

The Group did not have any financial liabilities measured at fair value

於二零一三年十二月三十一日，本集團

as at 31 December 2013.

並無任何按公平值計量的金融負債。

In 2014, there were no transfers of fair value measurements between

於二零一四年，金融資產及金融負債的

Level 1 and Level 2 and no transfers into or out of Level 3 for both

第一層與第二層之間並無公平值計量轉

financial assets and financial liabilities.

移，亦並無轉入或轉出第三層。

– F-373 –

二零一四年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

42. 金融工具的公平值及公平值 等級（續）

42. FAIR VALUE AND FAIR VALUE HIERARCHY OF FINANCIAL INSTRUMENTS (Continued) Fair value hierarchy (Continued)

公平值等級（續）

Liabilities for which fair values are disclosed:

披露公平值的負債： Fair value measurement using 使用以下各項計量公平值 Quoted prices in active markets (Level 1) 活躍

As at 31 December 2014

Significant

Significant

observable unobservable inputs

inputs

(Level 2)

(Level 3)

Total

重大可觀察 重大不可觀察

市場報價

輸入數據

輸入數據

（第一層）

（第二層）

（第三層）

總計

RMB’000

RMB’000

RMB’000

RMB’000

人民幣千元

人民幣千元

人民幣千元

人民幣千元

–

–

706,848

706,848

550,323

–

–

550,323

–

–

392,765

392,765

550,323

–

1,099,613

1,649,936

–

–

679,879

679,879

於二零一四年 十二月三十一日

Convertible bonds – Liability component (note 29)

可換股債券 – 負債部分（附註 29）

Senior notes (note 30)

優先票據（附註 30）

Interest-bearing bank and

附息銀行及

other loans, non-current portion

其他貸款， 非流動部分

As at 31 December 2013

於二零一三年 十二月三十一日

Interest-bearing bank and other loans – non-current portion

附息銀行及 其他貸款 – 非流動部分

– F-374 –

193

194

China Singyes Solar Technologies Holdings Limited Annual Report 2014

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

43. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES The Group’s principal financial instruments comprise interest-bearing

43. 財務風險管理目的及政策 本集團的主要金融工具包括附息銀行及

bank and other loans, convertible bonds, senior notes and cash and

其他貸款、可換股債券、優先票據以及

cash equivalents. The main purpose of these financial instruments

現金及現金等價物。該等金融工具的主

is to raise finance for the Group’s operations. The Group has various

要用途是為本集團的經營籌集資金。本

other financial assets and liabilities such as trade and bills receivables,

集團還有各種其他金融資產及負債，例

prepayments, deposits and other receivables, trade and bills payables,

如營運過程中直接產生的應收貿易款項

other payables and accruals, and bank advances for discounted bills,

及應收票據、預付款項、訂金及其他應 收款項、應付貿易款項及應付票據、其

which arise directly from its operations.

他應付款項及應計款項以及貼現票據銀 行貸款。 The main risks arising from the Group’s financial instruments are

本集團金融工具所產生之主要風險為利

interest rate risk, foreign currency risk, credit risk and liquidity risk.

率風險、外幣風險、信貸風險及流動資

The board of directors reviews and agrees policies for managing each

金風險。董事會復核及商議管理各類風

of these risks and they are summarised below.

險的政策，有關政策概述如下。

Interest rate risk

利率風險

The interest rates and terms of repayment of interest-bearing bank

附息銀行及其他貸款的利率及償還期限

and other loans are disclosed in note 28. The Group does not have

於附註 28 披露。由於本集團並無任何按

any significant exposure to the risk of changes in market interest rates

浮動利率計息的重大長期應收款項及貸

as the Group does not have any significant long term receivables and

款，故本集團並無因市場利率變動而承

loans which are subject to floating interest rate.

受重大風險。

Foreign currency risk

外幣風險

The Group’s principle businesses are located in the PRC and most of

本集團主要業務位於中國，大部分交易

the transactions are conducted in RMB. Most of the Group’s assets

以人民幣進行。本集團大部分資產及負

and liabilities are denominated in RMB, except for that of the overseas

債以人民幣計值，惟境外附屬公司的功

subsidiaries which functional currencies are currencies other than

能貨幣並非人民幣及若干現金及現金等

the RMB and certain items of cash and cash equivalents that are

價物以港元、美元及其他貨幣計值。

denominated in HK$, US$ and other currencies. The Group does not consider that it has any significant exposure to the

由於人民幣兌美元的匯率的可能合理變

risk of fluctuation in the exchange rate between HK$, US$ and RMB

動 5% 不會對本集團溢利造成重大財務

as a reasonable possible change of 5% in RMB against US$ would

影響，故本集團認為其並無因港元、美

have no significant financial impact to the Group’s profit.

元及人民幣之間的匯率波動而面臨重大 風險。

– F-375 –

二零一四年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

43. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (Continued)

43. 財務風險管理目的及政策 （續）

Credit risk

信貸風險

The carrying amounts of cash and cash equivalents, pledged deposits,

現金及現金等價物、抵押存款、貿易及

trade and other receivables, and other financial assets represent

其他應收款項以及其他金融資產的賬面

the Group’s maximum exposure to credit risk in relation to financial

值代表本集團所承受與金融資產有關的

assets. Substantially all of the Group’s cash and cash equivalents are

最高信貸風險。本集團絕大多數現金及

held in major financial institutions located in Mainland China, which

現金等價物由管理層認為具有高信貸質

management believes are of high credit quality.

素的中國大陸大型金融機構持有。

The Group trades only with recognised and creditworthy third parties.

本集團僅與獲認可及享有信譽的第三方

It is the Group’s policy that all customers who wish to trade on credit

人士交易。本集團的政策是，所有擬按

terms are subject to credit verification procedures. In addition,

信用條款交易的客戶須經過信用驗證程

receivable balances are monitored on an ongoing basis and the

序。此外，應收款項餘額均持續監控，

Group’s exposure to bad debts is not significant.

而本集團所承受的壞賬風險並不重大。

At the end of the reporting period, the Group had certain

於報告期末，本集團存在若干信貸集中

concentrations of credit risk as 12.8% and 42.9% (2013: 22.6% and

度風險，主要由於本集團應收本集團

41.4%) of the Group’s trade and bills receivables were due from the

最大客戶及五大客戶的應收貿易款項及

Group’s largest customer and the five largest customers, respectively.

應收票據分別佔 12.8% 及 42.9%（二零

All of these customers have good credit quality by taking into

一 三 年：22.6% 及 41.4%）。 透 過 計 及

account of their credit history, and a long-term business relationship

該等客戶的信貸歷史，所有該等客戶均

has been established by both parties. The Group has delegated a

擁有良好的信貸質素，且雙方已建立長

team responsible for determination of credit limits and monitoring

期的業務關係。本集團已委派一支團隊

procedures to ensure that there will be follow-up action to recover

負責釐定信貸限額及監控程序，以確保

overdue debts

將採取後續行動收回逾期壞賬。

Liquidity risk

流動資金風險

The Group monitors its risk to a shortage of funds using a recurring

本集團運用循環流動資金計劃工具監察

liquidity planning tool. This tool considers the maturity of both its

其資金短缺的風險。該工具計及其金融

financial instruments and financial assets (e.g., trade receivables) and

工具及金融資產（例如應收貿易款項）的 到期日以及預計經營業務現金流量等因

projected cash flows from operations.

素。 The liquidity of the Group is primarily dependent on its ability to

本集團的流動資金主要取決於在資金持

maintain a balance between continuity of funding and flexibility through

續性及其透過客戶付款與付款予供應商

the settlement from customers and the payment to vendors.

兩者的靈活性之間取得平衡的能力。

– F-376 –

195

196

China Singyes Solar Technologies Holdings Limited Annual Report 2014

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

43. 財務風險管理目的及政策 （續）

43. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (Continued) Liquidity risk (Continued)

流動資金風險（續）

The maturity profile of the Group’s financial liabilities as at the end of

於報告期末，基於已訂約但未貼現的付

the reporting period, based on the contractual undiscounted payments,

款，本集團之金融負債到期情況如下：

is as follows:

本集團

Group 3 to less than 12 Less than

As at 31 December 2014 Convertible bonds *

優先票據 附息銀行及其他貸款

and other loans

payables and accruals

As at 31 December 2013 Interest-bearing bank

payables Other payables and accruals

3 months

三至少於

years

5 years

Total

於要求時

少於三個月

十二個月

一至五年

五年以上

合計

RMB’000

RMB’000

RMB’000

RMB’000

RMB’000

RMB’000

人民幣千元

人民幣千元

人民幣千元

人民幣千元

人民幣千元

人民幣千元

18,473

4,968

41,532

1,097,655

–

1,162,628

4,833

–

44,100

643,367

–

692,300

23,673

290,174

729,572

281,273

269,075

1,593,767

3,042

–

–

–

–

3,042

257,992

499,740

526,600

–

–

1,284,332

221,530

–

–

–

–

221,530

529,543

794,882

1,341,804

2,022,295

269,075

4,957,599

16,904

123,873

795,187

761,012

20,662

1,717,638

285,728

510,910

496,323

–

–

1,292,961

102,017

–

–

–

–

102,017

404,649

634,783

1,291,510

761,012

20,662

3,112,616

應付貿易款項及 應付票據 其他應付款項及 應計款項

於二零一三年 十二月三十一日 附息銀行及其他貸款

and other loans Trade and bills

On demand

衍生金融工具

instruments

Other payables

Beyond

十二月三十一日 可換股債券 *

Senior notes

Trade and bills

1 to 5

於二零一四年

Interest-bearing bank Derivative financial

months

應付貿易款項及 應付票據 其他應付款項及 應計款項

– F-377 –

二零一四年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

43. 財務風險管理目的及政策 （續）

43. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (Continued) Liquidity risk (Continued)

流動資金風險（續）

Company

本公司

As at 31 December

於二零一四年

2014 Convertible bonds * Senior notes Interest-bearing bank and other loans Other payables and accruals Guarantees given to banks and entities in connection with loans granted to subsidiaries

十二月三十一日 可換股債券* 優先票據 附息銀行及其他貸款

As at 31 December 2013 Interest-bearing bank and other loans Other payables and accruals Guarantees given to banks in connection with loans granted to subsidiaries

*

其他應付款項及 應計款項 向銀行及實體作出的 有關授予附屬 公司貸款的擔保

On demand 於要求時 RMB’000 人民幣千元

Less than 3 months 少於三個月 RMB’000 人民幣千元

3 to less than 12 months 三至少於 十二個月 RMB’000 人民幣千元

18,473 4,833

4,968 –

41,532 44,100

1,097,655 643,367

– –

1,162,628 692,300

–

253

760

4,055

253

5,321

37,112

–

–

–

–

37,112

1,055,940

–

–

–

–

1,055,940

1,116,358

5,221

86,392

1,745,077

253

2,953,301

–

253

28,668

605,074

1,263

635,258

16,129

–

–

–

–

16,129

799,541

–

–

–

–

799,541

815,670

253

28,668

605,074

1,263

1,450,928

1 to 5 years 一至五年 RMB’000 人民幣千元

Beyond 5 years 五年以上 RMB’000 人民幣千元

Total 合計 RMB’000 人民幣千元

於二零一三年 十二月三十一日 附息銀行貸款 其他應付款項及 應計款項 向銀行作出的 有關授予附屬 公司貸款的擔保

Conversion rights of the convertible bonds are not included in the table above as they will be settled through issuance of own shares.

– F-378 –

*

可換股債券的轉換權並無計入上表， 原因是其將透過發行自身股份而結算。

197

198

China Singyes Solar Technologies Holdings Limited Annual Report 2014

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

43. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (Continued)

43. 財務風險管理目的及政策 （續）

Capital management

資本管理

The Group’s objectives of its capital management are to safeguard

本集團的資本管理目標是保全本集團持

the Group’s ability to continue as a going concern, so that it can

續經營的能力，以致其可繼續為股東提

continue to provide returns for the shareholders and benefits for other

供回報並為其他利益相關者提供福利，

stakeholders, and to provide an adequate return to shareholders by

並通過與風險水平相當的服務及產品的

pricing services and products commensurately with the level of risk.

定價向股東提供足夠回報。

The Group sets the amount of capital in proportion to risk. The Group

本集團按風險比例制訂資本金額。本集

manages its capital structure and makes adjustments to it in light of

團管理其資本結構並根據經濟狀況變動

changes in economic conditions and the risk characteristics of the

及相關資產的風險特點加以調整。為了

underlying assets. In order to maintain or adjust the capital structure,

維持或調整資本結構，本集團可調整已

the Group may adjust the amount of dividends paid to shareholders,

付股東的股息金額，向股東退還資本，

return capital to shareholders, issue new shares or sell assets to reduce

發行新股或出售資產以減債。

debts. The Group monitors capital using a gearing ratio, which is net debt

本集團以槓桿比率監控資本，該比率為

divided by total equity plus net debt. Net debt comprises trade and

淨債務除以總權益加淨債務。淨債務包

bills payables, bank advances for discounted bills, interest-bearing

括應付貿易款項及應付票據、貼現票據

bank and other loans, other payables and accruals, senior notes and

銀行貸款、附息銀行及其他貸款、其他

tax payable, less cash and cash equivalents and pledged deposits.

應付款項及應計款項、優先票據及應付

Capital includes convertible bonds and equity attributable to owners of

稅項，減去現金及現金等價物及抵押存

the Company.

款。資本包括可換股債券及本公司擁有 人應佔權益。

The Group’s strategy is to maintain the gearing ratio at a healthy capital

本集團的策略是保持槓桿比率在穩健的

level in order to support its businesses. The principal strategies adopted

資本水平，以支持其業務。本集團採取

by the Group include, but are not limited to, reviewing future cash

的主要策略包括但不限於審閱未來現金

flow requirements and the ability to meet debt repayment schedules

流量要求和支付到期債務的能力，保持

when they fall due, maintaining a reasonable level of available banking

可用銀行融資在合理水平及調整投資計

facilities and adjusting investment plans and financing plans, if

劃和融資計劃（如需要），以確保本集團

necessary, to ensure that the Group has a reasonable level of capital to

擁有合理水平的資本支持其業務。於報

support its business. The gearing ratios as at the end of the reporting

告期末的槓桿比率如下：

periods were as follows:

– F-379 –

二零一四年年報 中國興業太陽能技術控股有限公司

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

43. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (Continued)

43. 財務風險管理目的及政策 （續）

Capital management (Continued)

資本管理（續）

Group

本集團

Trade and bills payables

應付貿易款項及應付票據

Bank advances for discounted bills

貼現票據銀行貸款

Interest-bearing bank and other loans 附息銀行及其他貸款

2014

2013

二零一四年

二零一三年

RMB’000

RMB’000

人民幣千元

人民幣千元

1,284,332

1,292,961

184,378

–

1,379,200

1,550,909

其他應付款項及應計款項

314,354

182,571

Senior notes

優先票據

542,822

–

Tax payable

應付稅項

17,628

33,276

Other payables and accruals

Less: Cash and cash equivalents

減：現金及現金等價物

(901,417)

(894,732)

Less: Pledged deposits

減：抵押存款

(500,327)

(346,522)

Net debt

淨債務

Convertible bonds, the liability

可換股債券，負債部分

component Equity attributable to owners

2,320,970

1,818,463

589,131

–

3,140,592

2,599,112

本公司擁有人應佔權益

of the Company

Adjusted capital

經調整資本

3,729,723

2,599,112

Capital and net debt

資本及淨債務

6,050,693

4,417,575

Gearing ratio

槓桿比率

38%

41%

– F-380 –

199

200

China Singyes Solar Technologies Holdings Limited Annual Report 2014

NOTES TO FINANCIAL STATEMENTS 財務報表附註 31 December 2014 二零一四年十二月三十一日

44. EVENT AFTER THE REPORTING PERIOD

44. 報告期後事項

On 30 January 2015, the Company has entered into a placing

於二零一五年一月三十日，本公司就發

agreement in connection with the issue and placing of the 7.75%

行及配售於二零一八年二月到期本金總

senior notes with an aggregate principle amount of HK$250,000,000

額為 250,000,000 港元的 7.75% 優先票

which will mature in February 2018 (the “2018 Senior Notes”). The

據（「二零一八年優先票據」）訂立一份配

2018 Senior Notes will only be offered outside the United States in

售協議。二零一八年優先票據將僅遵照

compliance with Regulation S under the United States Securities Act

一九三三年美國證券法下 S 規例（經修

of 1933, as amended. None of the 2018 Senior Notes will be offered

訂）於美國境外發售。二零一八年優先

to the public in Hong Kong and none of the 2018 Senior Notes will be

票據概不會向香港公眾人士發售，且二 零一八年優先票據概不會向本公司關連

placed to any connected persons of the Company.

人士配售。

45. 比較數字

45. COMPARATIVE AMOUNTS The presentation of certain items in the financial statements has been

財務報表之若干項目之呈列已作修訂以

revised to comply with the current year’s presentation.

符合本年度之呈報。

46. APPROVAL OF THE FINANCIAL STATEMENTS

46. 批准財務報表

The financial statements were approved and authorised for issue by

財務報表於二零一五年三月三十日獲董

the board of directors on 30 March 2015.

事會批准及授權刊發。

– F-381 –

REGISTERED OFFICES OF THE COMPANY Registered Office Clarendon House 2 Church Street Hamilton HM11 Bermuda

Principal Place of Business Unit 3108, 31/F, China Merchants Tower Shun Tak Centre 168-200 Connaught Road Central Hong Kong

TRUSTEE

PAYING AGENT AND TRANSFER AGENT

The Hongkong and Shanghai Banking Corporation Limited Level 30, HSBC Main Building 1 Queen’s Road Central Hong Kong

The Hongkong and Shanghai Banking Corporation Limited Level 30, HSBC Main Building 1 Queen’s Road Central Hong Kong

REGISTRAR The Hongkong and Shanghai Banking Corporation Limited Level 30, HSBC Main Building 1 Queen’s Road Central Hong Kong LEGAL ADVISORS TO THE COMPANY As to the laws of Bermuda Conyers Dill & Pearman 29th Floor, One Exchange Square 8 Connaught Place Central Hong Kong LEGAL ADVISORS TO THE MANAGERS As to New York law Kirkland & Ellis 26th Floor, Gloucester Tower The Landmark 15 Queen’s Road Central Hong Kong

As to PRC law Haiwen & Partners 20/F, Fortune Financial Center 5 Dong San Huan Central Road Chaoyang District Beijing 100020, China

LEGAL ADVISORS TO THE TRUSTEE As to New York law Mayer Brown JSM 16th-19th Floors, Prince’s Building 10 Chater Road, Central Hong Kong INDEPENDENT AUDITORS Ernst & Young Certified Public Accountants 22/F, CITIC Tower 1 Tim Mei Avenue Central, Hong Kong