Important Notice the Attached Financial Statements Have Been
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Important Notice The attached financial statements have been translated from the audited financial statements prepared in accordance with generally accepted accounting principles applicable to enterprises established in the People’s Republic of China. In the event of any differences in interpreting the financial statements, the Chinese version shall prevail. Bohai Capital Holding Co.,Ltd. Audited Financial Statements 31 December 2017 Bohai Capital Holding Co.,Ltd. Index AUDITOR’S REPORT 1-6 AUDITED FINANCIAL STATEMENTS Consolidated balance sheet 7-8 Consolidated income statement 9-10 Consolidated statement of changes in equity 11-12 Consolidated statement of cash flows 13-14 Company balance sheet 15-16 Company income statement 17 Company statement of changes in equity 18-19 Company statement of cash flows 20-21 Notes to financial statements 22-182 SUPPLEMENTARY INFORMATION Appendix 1 – Summary of non-recurring profit or loss 183 Appendix 2 – Return on net assets and earnings per share 184 AUDITOR’S REPORT Ernst & Young Hua Ming (2018) Shen Zi No.61090459_A01 Bohai Capital Holding Co., Ltd. To the shareholders of Bohai Capital Holding Co., Ltd.: (I) Opinion We have audited the financial statements of Bohai Capital Holding Co., Ltd. (the “Company”), which comprise the consolidated and the Company’s balance sheets as at 31 December 2017, and the consolidated and the Company’s income statements, the consolidated and the Company’s statements of changes in equity and the consolidated and the Company’s statements of cash flows for the year then ended, and notes to the financial statements. In our opinion, the accompanying financial statements present fairly, in all material respects, the consolidated and the Company’s financial position as at 31 December 2017, and the consolidated and the Company’s financial performance and cash flows for the year then ended in accordance with Accounting Standards for Business Enterprises (“ASBEs”). (II) Basis for opinion We conducted our audit in accordance with China Standards on Auditing (“CSAs”). Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with China Code of Ethics for Certified Public Accountants (the “Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. (III) Key audit matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context. We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the financial statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying financial statements. 2 AUDITOR’S REPORT (continued) Ernst & Young Hua Ming (2018) Shen Zi No.61090459_A01 Bohai Capital Holding Co., Ltd. (III) Key audit matters (continued) Key audit matters How our audit addressed the key audit matters Provision for bad debt As at 31 December 2017, Bohai Capital’s book Our audit procedures included, but not limited to: value and provision of bad debt of long-term receivables were RMB 57,990 million and RMB 1) We adopt the risk-based sampling method in the 578 million, the book value and provision of bad test of provision for bad debt of long-term debt of accounts receivables were RMB2,153 receivables and account receivables; million and RMB 209 million. The management 2) For receivables which were recognized provision recognizes the provision for bad debt based on of bad debts individually, we reviewed the contract the judgement of the recoverability of terms of contracts, overdue information, any receivables, as an indication of uncollectable mortgage, pledge or guarantee exists, the receivables is noted. The assessment of bad reorganization and Litigation conditions, etc. and debt requires the management’s judgements then assessed whether the prediction of and estimates, for example, the consideration of recoverable amounts for receivables made by economic environment and industrial situation, management was reasonable or not; the measurement of the debtor’s operation and 3)For receivables which were recognized the debt paying ability, etc. If there is difference provision of bad debts collectively, we reviewed the between the revaluated result and the previous standards in classification of different risk groups, one, the amount of provision for bad debt will be and evaluated whether the percentages of bad affected. debts of different risk group were reasonable considering the specific economic environment, Please refer to note III 8, 9, 30 and note V 2 and industry situation and historical data; 11 of the financial statements for related 4)For significant receivables, we preformed the disclosures. confirmation process to debtors to verify the contractual amount and the balance of the receivables and performed alternative procedure to those non-response confirmations; 5)For significant receivables with long aging, we reviewed subsequent receivables; 6)We assessed the sufficiency of disclosure of provision of bad debts of receivables and related credit risk in the consolidated financial statements. 3 AUDITOR’S REPORT (continued) Ernst & Young Hua Ming (2018) Shen Zi No.61090459_A01 Bohai Capital Holding Co., Ltd. (III) Key audit matters (continued) Key audit matters(continued) How our audit addressed the key audit matters(continued) Impairment of goodwill As at 31 December 2017, the total amount of Our audit procedures included, but not limited to: goodwill of Bohai Capital was USD 1,277million (RMB 8,342 million), which including goodwill from 1) We evaluated the professional competence, acquisition of Seaco SRL amounted to USD173 quality and objectiveness of the third party million, goodwill from acquisition of Cronos Holding Co., Ltd amounted to USD 613 million and goodwill specialist employed by the management; from acquisition of Avolon Holding Limited amounted 2) We involved our valuation specialists to to USD 613 million. In accordance with ASBEs, the review the goodwill impairment testing of goodwill impairment test should be performed management and the evaluation report from third annually at least. This requires an estimation of the party specialist, to evaluate the key assumption present value of the future expected cash flows from and fair value evaluation model used in testing the asset groups or sets of asset groups to which the process and evaluation report; goodwill is allocated. Estimating the present value 3) We involved our valuation specialists to requires the Group to make an estimate of the review the assumption of future cash flows of expected future cash flows from the asset groups or assets group in the goodwill impairment testing, sets of asset groups and also choose a suitable including growth rate, discount rate, review the discount rate in order to calculate the present value basis of these parameters and evaluate the of those cash flows. It depends on the judgement and reasonability of them according to historical data estimate of management in a significant extent, when and industry date; determines the expected future cash flows and 4) We compared the carrying value and NRV of discount rate. goodwill, retest the calculation of impairment if necessary; ) Please refer to note III 17, 30 and note V 16 of the 5 We assessed the sufficiency of disclosure of financial statements for related disclosures. goodwill impairment. 3 AUDITOR’S REPORT (continued) Ernst & Young Hua Ming (2018) Shen Zi No.61090459_A01 Bohai Capital Holding Co., Ltd. (III) Key audit matters (continued) Key audit matters(continued) How our audit addressed the key audit matters(continued) Impairment of property, plant and equipment As at 31 December 2017, the carrying value of Our audit procedures included, but not limited to: property, plant and equipment of Bohai Capital amounted to RMB 180,298 million, consisted of 1) We involved our valuation specialists to aircraft and engine amounted to RMB 152,167 million review the impairment testing of property, plant and containers amounted to RMB 28,047 million, the and equipment and the evaluation report from provision of impairment amounted to RMB 431 third party specialist, to evaluate the key million, consisted of impairment of aircraft amounted assumption and fair value evaluation model used to RMB 279 million and impairment of containers in testing process and evaluation report; amounted of RMB 152 million. In accordance with 2) We compared the market value of aircraft and ASBEs, management should perform impairment containers in same condition with the expected tests of property, plant and equipment when there is disposal price of corresponding assets