voluntary announcement publication of audited financial statements of the company for the period ...

114 Pages·2017·1.16 MB·English

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong
Limited take no responsibility for the contents of this announcement, make no
representation as to its accuracy or completeness and expressly disclaim any liability
whatsoever for any loss howsoever arising from or in reliance upon the whole or any
part of the contents of this announcement.
(Incorporated in Bermuda with limited liability)
(Stock Code: 952)
VOLUNTARY ANNOUNCEMENT
PUBLICATION OF AUDITED FINANCIAL STATEMENTS
OF THE COMPANY FOR THE PERIOD
FROM 1 APRIL 2016 TO 30 SEPTEMBER 2017
Reference is made to the announcement made by China Oceanwide International
Financial Limited (the “Company”) dated 18 December 2017 (the “2017 Announcement”).
Unless otherwise specified herein, capitalised terms used herein shall have the same
meaning ascribed to them in the 2017 Announcement.
Pursuant to the 2017 Announcement, Oceanwide Holdings IF will transfer all of its nil-
paid rights under the Rights Issue to COI for the subscription of 11,987,345,952 Rights
Shares by COI (the “Transfer”).
Oceanwide Holdings IF is an indirect wholly-owned subsidiary of Oceanwide Holdings
Co., Ltd.* (泛海控股股份有限公司) (“Oceanwide Holdings”). Oceanwide Holdings is a
joint stock company established in the People’s Republic of China with limited liability,
whose shares are listed on the Shenzhen Stock Exchange (stock code: 000046), which is
required to comply with the Rule Governing Listing of Stocks on Shenzhen Stock
Exchange (the “SZ Listing Rules”). According to rules 9.7 and 10.2.5 of the SZ Listing
Rules, a listed company which enters into a related party transaction accounting for
more than 5% of the listed company’s latest audited net assets is required to engage a
qualified intermediary to conduct an audit on the financials of the target for the most
recent financial year and the most recent financial term (being the period from 1 April
2016 to 30 September 2017 in the case of the Company) with the cut-off date of the
audit falling within the period of 6 months before the date the agreement is entered
into, for the purpose of facilitating the obtaining of shareholders’ approval of
Oceanwide Holdings.
– 1 –
In order to comply with this rule, Oceanwide Holdings has engaged BDO China Shu
Lun Pan Certified Public Accountants LLP for the purpose of preparing the requisite
audited financial report for the period from 1 April 2016 to 30 September 2017 (the
“Audited Report”).
The key consolidated financial information of the Company and its subsidiaries set out
in the Audited Report is as follows:
For the period up
to 30 September
For the year 2017/For the
ended 31 March period from
2017/Financial April to
Year 2016/2017 September 2017
Items (Audited) (Audited)
(HK$’000) (HK$’000)
Total assets 3,403,502 8,550,857
Net assets attributable to the shareholders of the
Company 566,515 5,716,350
Operating income 179,344 129,834
Net profit attributable to the shareholders of the
Company –57,947 21,452
Issued and fully paid share capital (number of
ordinary shares) 1,555,294,705 6,222,049,220
Net assets per share (HK$/share) 0.36 0.92
Please also refer to Appendix I to this announcement in relation to the full Audited
Report, which has also been published by Oceanwide Holdings on the website of
CNINF (www.cninfo.com.cn) on 18 January 2018.
Shareholders of the Company and potential investors are advised to exercise due care when
dealing in the shares of the Company. When in doubt, investors are advised to seek
professional advice from professional or financial advisers.
For the purpose of this announcement, unless otherwise specified or the context
requires otherwise, “*” denotes an English translation of a Chinese name and is for
identification purposes only. In the event of any inconsistency, the Chinese name shall
prevail.
On behalf of the Board
China Oceanwide International Financial Limited
HAN Xiaosheng
Chairman
Hong Kong, 18 January 2018
– 2 –
As at the date of this announcement, the board of directors of China Oceanwide
International Financial Limited comprises five executive directors, namely
Mr. HAN Xiaosheng, Mr. ZHANG Bo, Mr. ZHANG Xifang, Mr. LIU Hongwei
and Mr. Kenneth LAM Kin Hing; four non-executive directors, namely
Mr. Bernard POULIOT, Mr. LIU Bing, Mr. FENG Henian and Mr. ZHAO Xiaoxia;
and five independent non-executive directors, namely Mr. Roy LO Wa Kei,
Mr. KONG Aiguo, Mr. LIU Jipeng, Mr. HE Xuehui and Mr. HUANG Yajun.
– 3 –
APPENDIX I
AUDITED REPORT
CHINA OCEANWIDE INTERNATIONAL FINANCIAL LIMITED
Audit Report and Financial Statements
(1 April 2016 to 30 September 2017)
AUDIT REPORT
Xinhuishibaozi [2018] No. ZI10010
To the Shareholders of China Oceanwide International Financial Limited:
I. AUDIT OPINION
We have audited the accompanying financial statements of China Oceanwide
International Financial Limited (the “Company”), which comprise the consolidated
and company balance sheets as at 31 March 2017 and 30 September 2017, the
consolidated and company income statements, the consolidated and company
statements of cash flows, the consolidated and company statements of changes in
equity from 1 April 2016 to 31 March 2017 and from 1 April to 30 September
2017, and notes to the financial statements.
In our opinion, the accompanying financial statements have been prepared in
accordance with the financial reporting provision of Note 2. (I) to the financial
statements in all material aspects, and give a fair view of the consolidated and
company financial positions as at 31 March 2017 and 30 September 2017, and the
consolidated and company operating results and cash flows from 1 April 2016 to
31 March 2017 and from 1 April to 30 September 2017.
II. BASIS FOR AUDIT OPINION
We conducted our audit in accordance with the requirements of the Chinese
Certified Public Accountants Auditing Standards (“CAS”). Our responsibilities
under those standards are further described in the “V. Certified Public
Accountants’ Responsibilities for the Audit of the Financial Statements” section of
the audit report. We are independent of the Company in accordance with the
Chinese Certified Public Accountants’ “Code of Ethics for Professional Accounts”,
and we have fulfilled our other ethical responsibilities. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide a basis for audit
opinion.
The audit report is prepared in Chinese. English version is translated for reference only. Should there be
any discrepancy between the two versions, the Chinese version shall prevail.
– 4 –
III. OTHER MATTERS
We draw the attention of users of the financial statements to Note 2. (I) to the
financial statements, which describes the basis of preparation. These special purpose
financial statements have been prepared for the information of Oceanwide Holdings
International Financial Development Co., Ltd, the shareholder of the Company,
and its effective controlling party, and accordingly, the financial statements may not
be suitable for other purposes. The content of this paragraph does not modify the
audit opinion issued.
IV. RESPONSIBILITIES OF MANAGEMENT AND THOSE CHARGED WITH
GOVERNANCE FOR THE FINANCIAL STATEMENTS
The management are responsible for the preparation of the special purpose
financial statements in accordance with the basis of preparation in Note 2. (I) to
the financial statements, and for the design, establishment and maintenance of the
internal control necessary to enable the preparation of financial statements that are
free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the management are responsible for assessing
the Company’s ability to continue as a going concern, disclosing matters related to
going concern and using the going concern assumption unless the management
either intends to liquidate the Company or to cease operations, or has no realistic
alternative but to do so.
Those charged with governance are responsible for overseeing the Company’s
financial reporting process.
V. CERTIFIED PUBLIC ACCOUNTANTS’ RESPONSIBILITIES FOR THE AUDIT
OF THE FINANCIAL STATEMENTS
Our objectives are to obtain reasonable assurance about whether the financial
statements as a whole are free from material misstatement, whether due to fraud or
error, and to issue an audit report that includes our audit opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee that an audit
conducted in accordance with the CAS will always detect a material misstatement
when it exists. Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis of the financial
statements.
The audit report is prepared in Chinese. English version is translated for reference only. Should there be
any discrepancy between the two versions, the Chinese version shall prevail.
– 5 –
As part of an audit in accordance with the CAS, we exercise professional
judgement and maintain professional skepticism throughout the audit. We also:
(1) identify and assess the risks of material misstatement of the financial statements,
whether due to fraud or error, design and perform audit procedures responsive
to those risks, and obtain audit evidence that is sufficient and appropriate to
provide a basis for audit opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error,
as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
(2) obtain an understanding of internal control relevant to the audit in order to
design audit procedures that are appropriate in the circumstances, but not for
the purpose of expressing an opinion on the effectiveness of the Group’s
internal control.
(3) evaluate the appropriateness of accounting policies used and the reasonableness
of accounting estimates and related disclosures made by the management.
(4) conclude on the appropriateness of the management’s use of the going concern
assumption and, based on the audit evidence obtained, whether a material
uncertainty exists related to events or conditions that may cast significant
doubt on the Company’s ability to continue as a going concern. If we conclude
that a material uncertainty exists, we are required by the CAS to draw users’
attention in audit report to the related disclosures in the financial statements
or, if such disclosures are inadequate, to modify audit opinion. Our
conclusions are based on the information obtained up to the date of audit
report. However, future events or conditions may cause the Company to cease
to continue as a going concern.
(5) evaluate the overall presentation, structure and content of the financial
statements, including the disclosures, and whether the financial statements
represent the underlying transactions and events in a manner that achieves fair
presentation.
(6) obtain sufficient appropriate audit evidence regarding the financial information
of the entities or business activities within the Company to express audit
opinion on the financial statements. We are responsible for the direction,
supervision and performance of the group audit. We remain solely responsible
for audit opinion.
The audit report is prepared in Chinese. English version is translated for reference only. Should there be
any discrepancy between the two versions, the Chinese version shall prevail.
– 6 –
We communicate with those charged with governance regarding, among other
matters, the planned scope and timing of the audit and significant audit findings,
including any significant deficiencies in internal control that we identify during our
audit.
BDO China Shu Lun Pan Certified Chinese Certified Public
Public Accountants LLP Accountant:
Chinese Certified Public
Accountant:
Shanghai, the PRC 18 January 2018
The audit report is prepared in Chinese. English version is translated for reference only. Should there be
any discrepancy between the two versions, the Chinese version shall prevail.
– 7 –
CONSOLIDATED BALANCE SHEET
(Expressed in HK$’000 unless otherwise stated)
Assets Note 5 2017.9.30 2017.3.31
Assets:
Monetary funds (1) 5,533,415 1,448,771
Including: deposits from customers 1,720,637 1,385,541
Clearing settlement funds (2) 349,883 401,507
Including: settlement funds from
customers 342,933 388,217
Placement to banks and other financial
institutions — —
Margin loan (3) 1,021,527 810,387
Financial assets measured at fair value
through profit or loss (4) 554,335 7,294
Derivative financial assets — —
Financial assets held under resale
agreements — —
Accounts receivables (5) 403,174 547,628
Interest receivable (6) 1,399 —
Refundable deposits (7) 23,030 27,125
Assets classified as held for sale — —
Available-for-sale financial assets (8) 13,407 13,840
Held-to-maturity investments — —
Long-term equity investments (9) 91,592 83,440
Investment properties (10) 10,000 9,340
Fixed assets (11) 9,821 9,908
Construction in progress — —
Intangible assets (12) 6,338 7,379
Goodwill (13) 14,695 14,695
Deferred tax assets (14) 2,063 2,573
Other assets (15) 516,178 19,615
Total assets 8,550,857 3,403,502
The accompanying notes form an integral part of the financial statement.
Legal representative Chief financial officer: Accounting supervisor:
of the Company:
– 8 –
CONSOLIDATED BALANCE SHEET
(Expressed in HK$’000 unless otherwise stated)
Liabilities and owners’ equity
(or shareholders’ equity) Note 5 2017.9.30 2017.3.31
Liabilities:
Short-term borrowings (17) 135,000 100,106
Short-term financial bills payable — —
Placements from banks and other financial
institutions (18) 138,000 374,527
Financial liabilities measured at fair value
through profit or loss — —
Derivative financial liabilities — —
Financial assets sold under repurchase
agreements (19) 195,268 —
Receipt from vicariously traded securities (20) 2,287,662 2,288,713
Funds payable to securities issuers — —
Accounts payable (21) 7,855 10,077
Payrolls payable (22) 33,021 27,885
Taxes payable (23) 4,469 678
Interest payable (24) 1,514 1,701
Liabilities classified as held for sale — —
Provisions — —
Long-term borrowings — —
Bond payables — —
Long-term payroll payable — —
Deferred income tax liabilities — —
Deferred income — —
Other liabilities (25) 31,718 33,300
Total liabilities 2,834,507 2,836,987
– 9 –
Liabilities and owners’ equity
(or shareholders’ equity) Note 5 2017.9.30 2017.3.31
Owners’ equity (or shareholders’ equity)
Paid-in capital (or share capital) (26) 20,740 5,184
Other equity instruments — —
Including: Preferred shares — —
Perpetual bonds — —
Capital reserve (27) 5,490,948 379,267
Less: treasury shares (28) 905 905
Other comprehensive income (29) 1,718 574
Surplus reserve — —
General risk provisions — —
Undistributed profits (30) 203,849 182,395
Total owners’ equity (or shareholders’
equity) attributable to the parent
company — —
Minority shareholders’ interests — —
Total owners’ equity (or shareholders’ equity) 5,716,350 566,515
Total liabilities and owners’ equity
(or shareholders’ equity) 8,550,857 3,403,502
The accompanying notes form an integral part of the financial statement.
Legal representative Chief financial officer: Accounting supervisor:
of the Company:
– 10 –