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Sinochem Hong Kong (Group) Company Limited SINOCHEM HONG KONG (GROUP) COMPANY LIMITED Report of the Directors and Audited Consolidated Financial Statements 31 December 2016 CONTENTS Pages REPORT OF THE DIRECTORS 1 - 2 INDEPENDENT AUDITOR’S REPORT 3 - 8 AUDITED FINANCIAL STATEMENTS Consolidated statement of comprehensive income 9 - 10 Consolidated statement of financial position 11 - 12 Consolidated statement of changes in equity 13 - 15 Consolidated statement of cash flows 16 - 18 Notes to consolidated financial statements 19 - 122 SINOCHEM HONG KONG (GROUP) COMPANY LIMITED REPORT OF THE DIRECTORS The directors present their report and the audited consolidated financial statements of the Company and its subsidiaries (collectively the “Group”) for the year ended 31 December 2016. Principal activities and business review The principal activity of the Company is investment holding. Details of the principal activities of the Company’s principal subsidiaries, joint ventures and associates are set out in notes 1, 18 and 19 to the consolidated financial statements, respectively. There were no significant changes in the nature of the Group’s principal activities during the year. Results and dividends The Group’s profit for the year ended 31 December 2016 and the Group’s financial position at that date are set out in the consolidated financial statements on pages 9 to 122. Dividends amounting to US$50,000,000 (equivalent to HK$387,980,000) were paid to the immediate parent on 28 December 2016. Details of dividends distribution during the year are set out in note 9 to the consolidated financial statements. Share capital On 30 June 2016, the Company allotted 715,400,000 ordinary share with a nominal value of HK$715,400,000 to its sole shareholder, Sinochem Corporation for financing the Group’s operations. Sinochem Corporation made the contribution in the form of a debt reduction to the amount due from the Company. Details of movements in the Company’s share capital during the year are set out in note 36 to the consolidated financial statements. Distributable reserves At 31 December 2016, the Company's reserves available for distribution, calculated in accordance with the provisions of sections 291, 297 and 299 of the Hong Kong Companies Ordinance, amounted to HK$18,675,558,000. Directors The directors of the Company during the year and as at the date of this report are as follows: Li Lin Hu Xuejing Ning Gaoning In accordance with the Company’s articles of association, all the directors shall retire and, being eligible, offer themselves for re-election at the forthcoming annual general meeting. Directors’ rights to acquire shares At no time during the year was the Company or any of its holding companies, subsidiaries or fellow subsidiaries a party to any arrangement to enable the Company’s directors to acquire benefits by means of the acquisition of shares in or debentures of the Company or any other body corporate, nor were any such rights exercised by them. 1 SINOCHEM HONG KONG (GROUP) COMPANY LIMITED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME Year ended 31 December 2016 Notes 2016 2015 HK$’000 HK$’000 REVENUE 4 319,609,336 339,546,096 Cost of sales (307,290,145) (328,396,036) Gross profit 12,319,191 11,150,060 Other income, gains and losses, net 5 ( 3,084,970 ) 1,690,700 Selling and distribution expenses ( 2,039,063) ( 2,133,248) Administrative expenses ( 3,067,183) ( 2,993,184) Fair value changes of investment properties 849,859 1,254,136 Finance costs: 6 Interest expenses ( 2,568,328) ( 2,347,471) Transaction costs ( 54,648) ( 52,821) Share of profits or losses of: Joint ventures ( 169,992) ( 182,596) Associates 48,019 ( 54,284) PROFIT BEFORE TAX 7 2,232,885 6,331,292 Income tax expense 8 ( 3,902,798) ( 3,471,723) (LOSS)/PROFIT FOR THE YEAR ( 1,669,913) 2,859,569 Attributable to: Owners of the parent ( 2,632,407) ( 305,167 ) Non-controlling interests 962,494 3,164,736 ( 1,669,913) 2,859,569 9 SINOCHEM HONG KONG (GROUP) COMPANY LIMITED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (continued) Year ended 31 December 2016 Note 2016 2015 HK$’000 HK$’000 (LOSS)/PROFIT FOR THE YEAR ( 1,669,913) 2,859,569 OTHER COMPREHENSIVE (LOSS)/INCOME Other comprehensive income to be reclassified to profit or loss in subsequent periods: Available-for-sale investments: Changes in fair value 20 ( 260,675) 794,205 Reclassification adjustments for losses included in profit or loss: - Disposal of investments - ( 804,286) Cash flow hedges, net of tax 6,674 26,583 Exchange differences on translation of foreign operations ( 6,386,351) ( 5,926,103) Reclassification adjustments of exchange reserve to profit or loss: - De-registration of subsidiaries - ( 120,331) Net other comprehensive loss to be reclassified to profit or loss in subsequent periods ( 6,640,352) ( 6,029,932) Other comprehensive income not to be reclassified to profit or loss in subsequent periods: Gains on property revaluation, net of tax - 274,048 OTHER COMPREHENSIVE LOSS FOR THE YEAR, NET OF TAX ( 6,640,352) ( 5,755,884) TOTAL COMPREHENSIVE LOSS FOR THE YEAR ( 8,310,265 ) ( 2,896,315 ) Total comprehensive loss attributable to: Owners of the parent ( 6,249,890) ( 2,763,390) Non-controlling interests ( 2,060,375) ( 132,925) ( 8,310,265 ) ( 2,896,315 ) 10 SINOCHEM HONG KONG (GROUP) COMPANY LIMITED CONSOLIDATED STATEMENT OF FINANCIAL POSITION 31 December 2016 31 December 31 December Notes 2016 2015 HK$’000 HK$’000 NON-CURRENT ASSETS Property, plant and equipment 10 16,084,858 19,401,519 Land under development 11 13,085,054 12,814,409 Properties under development 12 30,096,644 22,424,035 Investment properties 13 25,017,316 25,575,355 Prepaid land lease payments 14 2,389,817 3,542,449 Goodwill 15 4,015,165 4,055,380 Intangible assets 16 2,591,338 2,706,606 Oil and gas properties 17 38,370,781 41,104,193 Investments in joint ventures 18 3,399,878 1,855,420 Investments in associates 19 13,748,056 16,819,319 Available-for-sale investments 20 2,228,678 1,540,668 Amounts due from related parties 21 9,028,458 12,034,932 Deferred tax assets 34 2,492,600 1,702,386 Amounts due from non-controlling shareholders 22 345,624 - Other non-current assets 23 764,937 643,797 Total non-current assets 163,659,204 166,220,468 CURRENT ASSETS Inventories 24 9,232,877 9,269,378 Land under development 11 6,172,126 5,567,890 Properties under development 12 17,875,471 23,181,183 Properties held for sale 25 12,468,230 7,539,877 Prepaid land lease payments 14 74,891 75,594 Trade and bills receivables 26 24,397,135 14,663,118 Prepayments, deposits and other receivables 27 11,522,796 8,927,818 Amounts due from related parties 21 38,508,635 25,124,490 Tax recoverable 1,755,427 482,610 Derivative financial instruments 28 511,391 761,130 Restricted bank balances 29 2,602,997 3,291,179 Cash and cash equivalents 29 23,669,346 18,548,767 Other financial assets 23 79,852 47,744 Other deposits - 1,430 Total current assets 148,871,174 117,482,208 continued/… 11 SINOCHEM HONG KONG (GROUP) COMPANY LIMITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY Year ended 31 December 2016 Attributable to non- Notes Attributable to owners of the parent controlling interests Asset Investment Other Perpetual Share of Share option Issued Capital revaluation Merger Statutory revaluation Translation contribution capital Hedging Retained net assets of reserve of Total capital reserve reserve reserve reserve reserve reserve reserve securities reserve profits Total subsidiaries subsidiaries equity HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 (Note a) (Note b) (Note c) (Note d) At 1 January 2016 23,753,000 ( 1,205,415) 393,469 ( 3,836,771) 2,602,712 556,999 1,204,749 2,429,975 4,619,260 26,583 24,044,843 54,589,404 47,558,163 19,190 102,166,757 Profit/(loss) for the year - - - - - - - - - - ( 2,632,407) ( 2,632,407) 962,494 - ( 1,669,913) Other comprehensive income/(loss) for the year Change in fair value of available-for-sale investments 20 - - - - - ( 249,274) - - - - - ( 249,274) ( 11,401) - ( 260,675) Cash flow hedges, net of tax - - - - - - - - - 6,674 - 6,674 - - 6,674 Exchange differences on translation of foreign operations - - - - - - (3,374,883) - - - - ( 3,374,883) ( 3,011,468) - ( 6,386,351) Total comprehensive income for the year, net of tax - - - - - ( 249,274) (3,374,883) - - 6,674 ( 2,632,407) ( 6,249,890) ( 2,060,375) - ( 8,310,265) Issue of shares (Note g) 36 715,400 - - - - - - - - - - 715,400 - - 715,400 Equity-settled share-based payment of subsidiaries - - - - - - - - - - - - 4,918 5,767 10,685 Acquisition of non-controlling interests - ( 395,428) - - - - - - - - - ( 395,428) ( 3,142,147) - ( 3,537,575) De-registration of subsidiaries - - - - - - - - - - - - ( 1) - ( 1) Transfer from retained profits - - - - 414,462 - - - - - ( 414,462) - - - - Dividends distributed 9 - - - - - - - - - - ( 387,980) ( 387,980) - - ( 387,980) Transfer of share option reserve upon the forfeiture or expiry of share options - - - - - - - - - - 8,420 8,420 - ( 8,420) - Dividends declared by subsidiaries to non-controlling interests - ( 33,424) - - - - - - - - - ( 33,424) ( 897,927) - ( 931,351) Capital contribution from non-controlling interests - 16,599 - - - - - - - - - 16,599 4,478,135 - 4,494,734 Issue of China Jinmao Holdings Group Limited (“Jinmao”)’s perpetual capital securities, net of issue expense (Note h) - - - - - - - - - - - - 6,237,015 - 6,237,015 Perpetual capital securities’ distribution paid - - - - - - - - - - ( 232,950) ( 232,950) - - ( 232,950) Repurchase of Jinmao’s perpetual convertible securities (Note
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