Overseas Chinese Town (Asia) Holdings Limited (Incorporated in the Cayman Islands with limited liability) Stock Code: 03366 ANNUAL REPORT 2020 CONTENTS Corporate Information 2 Financial Highlights 3 Chairman’s Statement 4 Management Discussion and Analysis 8 Directors and Senior Management 21 Corporate Governance Report 25 Environmental, Social and Governance Report 45 Directors’ Report 82 Independent Auditor’s Report 97 Consolidated Statement of Profit or Loss 106 Consolidated Statement of Profit or Loss and Other Comprehensive Income 107 Consolidated Statement of Financial Position 108 Consolidated Statement of Changes in Equity 111 Consolidated Cash Flow Statement 112 Notes to the Consolidated Financial Statements 114 Five-Year Financial Summary 218 2 OVERSEAS CHINESE TOWN (ASIA) HOLDINGS LIMITED Annual Report 2020 Corporate Information BOARD OF DIRECTORS AUDITOR Executive Directors KPMG Public Interest Entity Auditor registered in accordance with Mr. Zhang Dafan (Chairman) the Financial Reporting Council Ordinance Ms. Xie Mei (Chief Executive Officer) Mr. Lin Kaihua PRINCIPAL BANKERS Non-executive Director Bank of China (Hong Kong) Limited China Development Bank Hong Kong Branch Mr. Wang Wenjin China Everbright Bank Co., Ltd. Hong Kong Branch Hang Seng Bank Limited Independent Non-executive Directors Industrial Bank Co., Ltd. Hong Kong Branch Ms. Wong Wai Ling Nanyang Commercial Bank, Limited Professor Lam Sing Kwong Simon Mr. Chu Wing Yiu PRINCIPAL SHARE REGISTRAR AND TRANSFER OFFICE AUDIT COMMITTEE Ocorian Trust (Cayman) Limited Ms. Wong Wai Ling (Chairman) Windward 3, Regatta Office Park Professor Lam Sing Kwong Simon PO Box 1350 Mr. Wang Wenjin Grand Cayman Cayman Islands REMUNERATION COMMITTEE Ms. Wong Wai Ling (Chairman) HONG KONG BRANCH SHARE Professor Lam Sing Kwong Simon REGISTRAR AND TRANSFER OFFICE Mr. Wang Wenjin Computershare Hong Kong Investor Services Limited Shops 1712-16, 17/F, Hopewell Centre NOMINATION COMMITTEE 183 Queen’s Road East, Hong Kong Mr. Zhang Dafan (Chairman) Ms. Wong Wai Ling STOCK INFORMATION Professor Lam Sing Kwong Simon Listing Date: 2 November 2005 Stock Code: 03366 QUALIFIED ACCOUNTANT AND Stock Short Name: OCT (ASIA) COMPANY SECRETARY Mr. Fong Fuk Wai (FCPA, FCCA) COMPANY’S WEBSITE http://www.oct-asia.com HEAD OFFICE AND PRINCIPAL PLACE OF BUSINESS AUTHORISED REPRESENTATIVES 59/F., Bank of China Tower, 1 Garden Road, Hong Kong Ms. Xie Mei Mr. Fong Fuk Wai REGISTERED OFFICE Ocorian Trust (Cayman) Limited Windward 3, Regatta Office Park PO Box 1350 Grand Cayman Cayman Islands OVERSEAS CHINESE TOWN (ASIA) HOLDINGS LIMITED Annual Report 2020 3 Financial Highlights SUMMARY OF CONSOLIDATED STATEMENT OF PROFIT OR LOSS For the year ended 31 December 2020 2020 2019 RMB’000 RMB’000 Revenue 1,306,550 2,071,903 Profit attributable to equity holders of the Company 63,757 266,961 Basic (loss)/earnings per share (RMB) (0.29) 0.04 SUMMARY OF CONSOLIDATED STATEMENT OF FINANCIAL POSITION As at 31 December 2020 2020 2019 RMB’000 RMB’000 Cash at bank and on hand 4,272,938 2,681,489 Total assets 25,421,957 26,455,402 Total assets less current liabilities 20,787,543 19,236,335 Equity attributable to equity holders of the Company 9,430,396 9,346,075 CHAIRMAN’S STATEMENT Dear Shareholders, I am pleased, on behalf of Overseas Chinese Town (Asia) Holdings Limited (the “Company”) and its subsidiaries (the “Group”), to present to all shareholders the business review and outlook for 2021 of the Group for the year ended 31 December 2020 (the “Period under Review” or “Current Period”). Chairman Zhang Dafan 6 OVERSEAS CHINESE TOWN (ASIA) HOLDINGS LIMITED Annual Report 2020 BUSINESS REVIEW In 2020, the “COVID-19” epidemic interrupted the pace business, the Group showed up in the field of investment of global economic recovery, and profound changes have after continuous optimisation and with experience of years taken place in the international political and economic in fundraising, investment, management and exit of the landscape. Faced with the complicated international and fund, which improved the influence in the industry and domestic situations, the Chinese government maintained the preliminary investment also was ushering in the exit. its strategic determination and decisively adopted a series of measures to coordinate epidemic prevention In 2020, the Group actively strengthened and optimized and control and economic and social development. The its industrial investment business. During the Period epidemic control has achieved remarkable results, and the under Review, the Group continued to focus on capital resumption of work and production, and the resumption and assets, strengthened linkages with partners, actively of business and markets were progressing in an orderly perfected the asset structure and strictly controlled manner. The Chinese government has implemented a risks on the liability side. On the capital side, the Group proactive fiscal policy and a flexible and appropriate successfully completed the fundraising of OCT Lvwen monetary policy in accordance with local conditions and Technology Fund under the premise of insufficient market time, and continued to deepen reforms, promoted the confidence in 2020, from which the fund scale under conversion of economic growth momentum and structural management has been proactively expanded. In 2020, optimization, technological innovation and the rebound in the Group flexibly utilized instruments in the capital market consumption, and helped China’s economy take the lead and revitalized a number of projects such as the Xi’an in the world to resume growth, and the GDP growth rate OCT Land, Chengdu OCT and Tongcheng-Elong in a reached 2.3% in 2020. high efficient manner, which improved the Company’s cash reserves and asset turnover efficiency. On the asset During the Period under Review, in the face of severe side, in 2020, the Group innovated its investment model, internal and external challenges, on one hand, the Group actively cooperated with industrial capital and financial adhered to the concept of steady operation and long- capital partners, and made investments in urbannisation term development, constantly advanced the strategic projects through its Runyu Fund, which improved the transformation and proactively adopted measures to Company’s industrial investment scale. In 2020, the Group seize opportunities, so as to revitalising existing assets, was awarded as one of the “Top 50 Chinese State-owned optimising the balance sheet and mitigating the impact of Investment Institutions of 2020” by Zero2IPO, the “Top COVID-19 pandemic. On the other hand, the associates 30 Best Venture Capital Institutions in Guangdong-Hong of the Group affected by the COVID-19 pandemic to a Kong-Macao Greater Bay Area of 2020” by ChinaVenture different extent, resulting in fluctuation in investment gains and the “Top 10 Investment Institutions of Chinese Culture of the year as compared to the last year. Even though Industrial Investment Institutions of 2019-2020” by Chinese the net profit attributable to the equity holders of the Venture, etc., with its professional investment capabilities Company decreased, as to the equity investment and fund being well recognized in the market. OVERSEAS CHINESE TOWN (ASIA) HOLDINGS LIMITED Annual Report 2020 7 OUTLOOK FOR 2021 The year 2021 marks the beginning of China’s “14th Five-Year” Plan. There are still great uncertainties in the domestic and foreign environment, the global political and economic landscape is still complex and changeable, and the competition and frictions between China and the United States in the fields of economy, trade and technology will continue, and “steady growth” will remain an important point for the implementation of policies by the government of China. China has a vast economic hinterland and the largest consumer market in the world, which provides fertile soil for the continuous and rapid growth of new economies and new businesses. It is expected that the Chinese economy will maintain strong growth resilience and improving quality of growth as well as deepening tourism + technology” industry chain led by technological opening-up polices in the “post-epidemic” era. innovation, and cultural tourism urbanization investment products led by production promotion by financing; on the Looking ahead to the capital market in 2021, the Group management side, the Group will persist to the bottom believes that China’s strong economic recovery has laid line of compliance, strengthen dynamic risk assessment a good foundation for investment and financing in the and inspection, etc. and take full advantage of OCT capital market, and corporate profits will improve and brand and industrial resources to empower the invested investment opportunities will increase; at the same time, enterpises, supporting their high quality development; Chinese government emphasizes that fiscal and monetary on the withdrawal side, the Group will strengthen the policies of “no sharp turn”, and the credit environment flexible use of various innovative financial instruments in is expected to remain relatively good. The Group will capital market, accelerate the revitalization and turnover continue to uphold the principle of prudence, strengthen of existing assets, and continuously optimize the asset risk identification and control, continuously improve the structure and financial resource allocation. efficiency of resource allocation, and strive for stability and long-term development. Glorious achievements have been achieved last year, and next