INTERIM REPORT

Win Hanverky Holdings Limited and its subsidiaries are an integrated manufacturer, distributor and retailer for international sports, fashion and outdoor brands. We have two broad lines of business, namely Manufacturing Business and High-end Fashion Retailing Business, with geographical markets spanning over Europe, the United States, Mainland China and Hong Kong.

The Shares of the Company have been listed on the Main Board of the Stock Exchange since 6 September 2006.

Contents

2-3

Corporate Information

4

Financial Highlights

5-12

Management Discussion and Analysis

13-14

Report on Review of Condensed Interim Financial Information from

Independent Auditor

15-16

Consolidated Statement of Financial Position

  1. Consolidated Income Statement
  2. Consolidated Statement of Comprehensive Income
    19-20 Condensed Consolidated Statement of Changes in Equity
  1. Condensed Consolidated Cash Flow Statement
    22-43 Notes to the Condensed Interim Financial Information
    44-51 Other Information
  1. Glossary

Corporate Information

BOARD OF DIRECTORS

Executive Directors

Mr. LI Kwok Tung Roy (Chairman)

Mr. LAI Ching Ping (Deputy Chairman)

Mr. LEE Kwok Leung (Chief Executive Officer) Mr. WONG Chi Keung (Chief Financial Officer)

Independent Non-Executive Directors

Dr. CHAN Kwong Fai

Mr. KWAN Kai Cheong

Mr. MA Ka Chun

Mr. CHAN Ka Kui

COMPANY SECRETARY

Ms. LAM Choi Ha

AUTHORISED REPRESENTATIVES

Mr. LI Kwok Tung Roy

Mr. WONG Chi Keung

AUDITOR

PricewaterhouseCoopers

Certified Public Accountants and Registered Public Interest Entity Auditor

LEGAL ADVISOR

Deacons

BOARD COMMITTEES

Audit Committee

Mr. KWAN Kai Cheong (Chairman)

Dr. CHAN Kwong Fai

Mr. MA Ka Chun

Mr. CHAN Ka Kui

Remuneration Committee

Dr. CHAN Kwong Fai (Chairman)

Mr. LI Kwok Tung Roy

Mr. KWAN Kai Cheong

Nomination Committee

Mr. MA Ka Chun (Chairman)

Mr. LI Kwok Tung Roy

Dr. CHAN Kwong Fai

Mr. CHAN Ka Kui

REGISTERED OFFICE

Cricket Square

Hutchins Drive, P.O. Box 2681

Grand Cayman KY1-1111

Cayman Islands

HEAD OFFICE AND PRINCIPAL PLACE OF BUSINESS IN HONG KONG

6th Floor, Phase 6

Hong Kong Spinners Industrial Building 481-483 Castle Peak Road Kowloon, Hong Kong

2 Interim Report 2020    Win Hanverky Holdings Limited

Corporate Information (Continued)

PRINCIPAL SHARE REGISTRAR

AND TRANSFER OFFICE

SMP Partners (Cayman) Limited 3rd Floor, Royal Bank House 24 Shedden Road

P.O. Box 1586

Grand Cayman KY1-1110 Cayman Islands

HONG KONG SHARE REGISTRAR

AND TRANSFER OFFICE

Tricor Investor Services Limited

Level 54, Hopewell Centre

183 Queen's Road East

Hong Kong

PRINCIPAL BANKERS

The Hongkong and Shanghai Banking

Corporation Limited

Hang Seng Bank Limited

Bank of China (Hong Kong) Limited

Industrial and Commercial Bank of China Limited

INVESTOR RELATIONS CONTACT

Strategic Financial Relations Limited

SHARE INFORMATION

Listing:

The Main Board of

The Stock Exchange of Hong Kong

Limited

Board lot:

2,000 Shares

Stock code: 3322

COMPANY WEBSITE

www.winhanverky.com

Interim Report 2020    Win Hanverky Holdings Limited

3

Financial Highlights

The Board of Directors of Win Hanverky Holdings Limited presented the unaudited interim results of the Company and its subsidiaries for the six months ended 30 June 2020, together with the comparative amounts for the corresponding period of 2019. The interim results and condensed interim financial information have not been audited but have been reviewed by the Company's audit committee ("Audit Committee") and the independent auditor.

KEY FINANCIAL INFORMATION AND RATIOS (UNAUDITED)

Six months ended 30 June

2020

2019

Revenue

HK$'000

1,962,700

2,265,292

Gross profit

HK$'000

435,856

691,577

Gross profit margin

%

22.2

30.5

Operating (loss)/profit

HK$'000

(187,705)

84,253

(Loss)/profit attributable to equity holders

HK$'000

(166,281)

27,642

Basic (loss)/earnings per Share

HK cents

(12.9)

2.2

Interim dividend per Share

HK cents

N/A

1.0

As at

30 June

31 December

2020

2019

Net gearing ratio*

%

22.7

25.5

Current ratio

times

1.4

1.4

Trade receivable turnover period

days

54

43

Inventory turnover period

days

140

104

  • Net gearing ratio represents total borrowings (including bank borrowings and loans from non-controlling interests of subsidiaries) less cash and bank balances, divided by total equity.

4 Interim Report 2020    Win Hanverky Holdings Limited

Management Discussion and Analysis

The Group is an integrated manufacturer, distributor and retailer for internationally renowned sports, fashion and outdoor brands. The financial performance of the Group for the six months ended

30 June 2020 is summarised below:

OVERALL REVIEW

Revenue of the Group amounted to HK$1,962.7 million for the six months ended 30 June 2020 (30 June 2019: HK$2,265.3 million), representing a decrease of 13.4%. The decrease was mainly attributable to drop in sales generated from High-end Fashion Retailing Business due to temporary closure of offline stores, drop in store traffic and dampened consumption sentiment amid the COVID-19 pandemic ("COVID-19").

Gross profit margin of the Group decreased to 22.2% in the current period (30 June 2019: 30.5%). The decrease in gross profit margin of 8.3 percentage points was mainly attributable to deterioration in gross profit of High-end Fashion Retailing Business due to higher retail discounts offered to motivate customer spending. As a result, gross profit of the Group decreased by HK$255.7 million to HK$435.9 million in the current period (30 June 2019: HK$691.6 million), 37.0% lower than that of the corresponding period of 2019.

Selling and distribution costs decreased by HK$42.8 million to HK$317.0 million (30 June 2019: HK$359.8 million), which was mainly attributable to the decrease in rental and operating expenses of High-end Fashion Retailing Business.

General and administrative expenses decreased by HK$19.2 million to HK$242.3 million (30 June 2019: HK$261.5 million), which was mainly attributable to the results of the Group's cost reduction initiatives.

During the period, a one-offnon-cash impairment arising from divestment of e.dye Business amounting to HK$73.8 million was recorded as part of the Group's cost reduction initiatives. e.dye Business was subsequently disposed of on 20 August 2020 and there was no material disposal of subsidiary during the first six months of 2020. In the corresponding period of 2019, an amount of HK$23.4 million (before taxation) was recorded mainly arising from the disposal gain of a subsidiary in Mainland China.

Operating result recorded an operating loss of HK$187.7 million (30 June 2019: operating profit of HK$84.3 million). It was an overall result of decrease in revenue and gross profit due to COVID-19, mitigating by the reduction in operating costs and effect of one-off item mentioned above.

Net finance costs of the Group increased by HK$3.3 million to HK$22.9 million in the current period (30 June 2019: HK$19.6 million). The increase was mainly attributable to the increase in interest on bank borrowings by HK$3.7 million.

Overall, the Group recorded net loss of HK$210.9 million (30 June 2019: net profit of HK$37.5 million), which resulted in the Group recording loss attributable to equity holders of the Company in an amount of HK$166.3 million (30 June 2019: profit of HK$27.6 million).

Interim Report 2020    Win Hanverky Holdings Limited

5

Management Discussion and Analysis (Continued)

After considering the highly uncertain market situation ahead, the Board considers to conserve our financial resources and does not recommend any payment of interim dividend for the six months ended 30 June 2020 (30 June 2019: HK1.0 cent per Share).

BUSINESS REVIEW

The financial performances of the business segments are summarised below:

Manufacturing Business

The Manufacturing Business of the Group comprises "Sportswear Manufacturing Business " and

"High-end Functional Outerwear Manufacturing Business ".

Productions of the factories situated in Mainland China were required to be temporarily suspended due to lockdowns and other social distancing measures imposed following the COVID-19 in early 2020. The delivery of raw materials for production from certain suppliers in Southeast Asian countries has been delayed as affected by logistic impediment. Despite the production activities having resumed in late March 2020, the operating efficiencies of the Group's Sportswear Manufacturing Business and High-end Functional Outerwear Manufacturing Business were hindered in the first half of 2020.

Sportswear Manufacturing Business

The Group's Sportswear Manufacturing Business operates mainly through its OEM arrangements for a number of internationally renowned brands. Most of the Group's products are exported and sold to Europe, the United States and Mainland China. The Group has a long history and a distinctive position in sportswear garment manufacturing and has established long-term business relationships with its key customers.

Revenue from Sportswear Manufacturing Business decreased by HK$36.2 million to HK$1,237.0 million (30 June 2019: HK$1,273.2 million), representing a mild drop of 2.8%. The decrease was mainly due to the reduction of orders received from a major customer since May 2020 attributable to the global outbreak of COVID-19, in particular demand in the United States market was dropped significantly. It was mitigated by full period effect arising from revenue brought in by certain customers who were newly introduced to the Group in the second quarter of 2019.

An operating loss of HK$44.7 million was recorded for the six months ended 30 June 2020 (30 June 2019: operating profit of HK$24.7 million). The significant change was mainly due to the decrease in operating efficiencies as mentioned above and also due to the absence of a one-off disposal gain while the gain mainly arising from disposal of a subsidiary in Mainland China in an amount of HK$23.4 million (before taxation) was recorded in the first half of 2019.

6 Interim Report 2020    Win Hanverky Holdings Limited

Management Discussion and Analysis (Continued)

High-end Functional Outerwear Manufacturing Business

Revenue from High-end Functional Outerwear Manufacturing Business increased by HK$11.9 million to HK$163.3 million (30 June 2019: HK$151.4 million), representing an increase of 7.9%, and its operating loss decreased to HK$10.0 million for the six months ended 30 June 2020 (30 June 2019: operating loss of HK$39.9 million). Sport Field Group, being a major revenue driver of High-end Functional Outerwear Manufacturing Business, has successfully developed its business with domestics customers in Mainland China which contributed to the growth in revenue. The improvement of this segment's operating results was driven by the continuous enhancement of cost control in our production lines in Mainland China and Vietnam.

High-end Fashion Retailing Business

The Group's High-end Fashion Retailing Business has fashion retail networks through "D-mop " stores to sell self-owned brands, as well as imported brands and "J-01 " stores in Hong Kong and Mainland China. In addition, it has distribution rights for brands including "Y-3 " in Mainland China, Hong Kong, Macau, Taiwan and Singapore, "Thomas Sabo ", "Tara Jarmon " and "Heron Preston " in Mainland China, Hong Kong and Macau. It also operates licensed stores in Mainland China for the brands "Champion " and "DAKS " and in Hong Kong for the brands "New Era " and "Marcelo

Burlon ".

Revenue from High-end Fashion Retailing Business decreased by HK$284.4 million to HK$542.5 million (30 June 2019: HK$826.9 million), representing a decrease of 34.4% which was mainly attributable to the temporary closure of offline stores, drop in store traffic and dampened consumption sentiment amid the COVID-19 starting from the first quarter of 2020. At the beginning of February 2020, 170 offline stores were temporarily closed in Mainland China. Revenue for the second quarter of 2020 has partially recovered in the Mainland China market after re-opening of the offline stores, gross profit margin of High-end Fashion Retailing Business deteriorated due to higher retail discounts offered to motivate customer spending in order to avoid inventory pile up and clear the aged items. In light of the potential adverse impact on the performance of the Hong Kong retail market as a result of COVID-19, impairment loss of HK$35.9 million was provided mainly for the retail store assets in Hong Kong. Although certain inventory provision made in prior years was reversed upon clearance sales of aged items together with reduction in rental and staff expenses of retail stores offset part of the impact, an operating loss of HK$40.7 million was recorded in the first half of 2020 (30 June 2019: operating profit of HK$123.6 million).

As at 30 June 2020, the total number of offline stores increased to 222 (30 June 2019: 209), of which 178 stores were in Mainland China, 34 stores were in Hong Kong and Macau, and 10 stores in Taiwan and Singapore.

Interim Report 2020    Win Hanverky Holdings Limited

7

Management Discussion and Analysis (Continued)

e.dye Business

Revenue from e.dye Business increased by HK$6.1 million to HK$19.9 million (30 June 2019: HK$13.8 million). The increase was far behind our expectation. In particular, the outlook and pipeline orders of e.dye Business have been deteriorating since the global outbreak of COVID-19 in late March 2020. The crisis has changed the mindset of our major existing and potential customers. Given the uncertainties of global economy, they tend to use traditional water-dye and old fabrics to clear their inventories instead of using new technology fabrics in the near future. The expected revenue breakthrough became pessimistic.

As part of the cost reduction initiatives, the Group has re-assessed its strategic investments and decided to divest e.dye Business after a comprehensive review. It is considered that e.dye Business, being a non-core business operation of the Group, has been underperforming for a number of years and the outlook is gloomy, hence triggering the Group's decision in discontinuing this investment in order to stop further losses and for better deployment of the Group's resources. There is a high urgency that the Group needs to stop the cash burn of e.dye Business immediately given we need to reserve cash resources for our other core businesses which will still face strong headwind in the near future.

We endeavored to search for investors to acquire the Group's equity interest of e.dye. Business but all in vain. The investors have become more conservative and they are reluctant to invest in this innovative technology after the global outbreak of COVID-19. Without further funding from the Group, e.dye Business will go into bankrupt and the Group will be obliged to bear huge amount of compensation of staff, liquidation expenses as well as prolonged legal claims. It means the Group needs to spend further funding and time resources for the bankruptcy process with no return. Meanwhile, we have also discussed with one of other shareholders of e.dye Business, Mr. Yang Chou-Fu, and he was willing to take the risk to continue to fund and operate the business given that the Group gives up our equity interest to him. This is the only feasible option for us to stop our loss and cash burn immediately though it means a total impairment of our investment.

As such a one-offnon-cash impairment in a total amount of HK$73.8 million has been provided for on the assets of e.dye Business, resulting an operating loss of HK$92.3 million in the first half of 2020 (30 June 2019: operating loss of HK$24.1 million). Subsequent to 30 June 2020, e.dye Business has been disposed of and its shareholder's loan from the Group was waived upon disposal. Consequently, the total impact of impairment and disposal loss to loss attributable to equity holders of the Company, which includes the impairment loss incurred for the six months 30 June 2020 amounting to HK$73.8 million, for the full year ending 31 December 2020 is estimated to be approximately HK$133.8 million.

8 Interim Report 2020    Win Hanverky Holdings Limited

Management Discussion and Analysis (Continued)

PROSPECTS

The unprecedented pandemic of COVID-19 that is raging worldwide has made the operating environment extremely difficult. Moreover, there are still huge uncertainties around how the COVID-19 may continue to impact the orders and sales for the Group, which will inevitably impact the Group's performance throughout the remainder of 2020. The Group has made all-out efforts to reduce costs to preserve working capital including but not limited to applications for government subsidies, social security exemption and reduction, negotiation with landlords for rental reductions, adjustment on factory operation mode and size of workforce, implementation of staff no pay leaves, as well as a 30% temporary salary reduction for all Directors of the Company.

Manufacturing Business

Sportswear Manufacturing Business

Sportswear Manufacturing Business has been impacted by the global economic uncertainties and exacerbated by the outbreak of COVID-19 around the world. Nevertheless, we have secured our sales volume by our long-termwell-established relationships with existing customers who have honored the orders already placed. As such, there was only a low single digit percentage drop of sales in the first half of 2020.

Since the global outbreak of COVID-19, many shopping malls and retail stores are closed, with areas in lockdown and implementation of social distance as part of the precautionary measurements. These conditions may last for several months and will continuously affect our business as a consequence of shrinking market demand for sportswear products. We anticipate that end consumers will be cautious and continue to hold off spending. In the retail market, inventory will be piled up due to low level of product sell-through, hence, sales orders from our customers will be inevitably reduced. Therefore, it is believed that the surge to the business will be hysteresis and the adverse impact will continue under the indeterminate sportswear market in the remainder of 2020. According to the latest forecasted orderings from our major customers, the Group estimates that Sportswear Manufacturing Business will record approximately 20% decrease in its full year revenue for 2020.

Under such uncertain market situation, we are more cautious on deployment of our resources by adjusting factory operation mode and hold up capital expenditure projects. However, we foresee that the cost saving from adjustment of operation mode may not be able to cover the loss of gross profit from the drop of revenue, therefore, the business segment will incur further loss in the second half of 2020. We will continue to suspend the development of our new factory in Vinh Long, Vietnam.

Interim Report 2020    Win Hanverky Holdings Limited

9

Management Discussion and Analysis (Continued)

High-end Functional Outerwear Manufacturing Business

High-end Functional Outerwear Manufacturing Business has successfully developed its business with domestic customers in Mainland China through its main business driver, Sport Field Group which was acquired by the Group in 2018. The Mainland China market has recovered faster than other markets from the outbreak of COVID-19, and which we believe is favourable to this business segment. We will continue to improve our production efficiency and enhance cost control in our factory in Mainland China and production facilities in Vietnam in order to reach their optimal operation levels.

High-end Fashion Retailing Business

Mainland China will remain as the major market of our High-end Fashion Retailing Business. Our business in Mainland China was seriously affected by the spread of COVID-19 started from the beginning of 2020 but the situation has been gradually improved since mid-March 2020. Given that COVID-19 is continuously under control in Mainland China, we are cautiously optimistic on the recovery of our business in this market and we will resume our mild expansion plan of offline stores in Mainland China in the second half of 2020. COVID-19 has also accelerated the growth of e-commerce business as consumers are changing their shopping behaviour, which has resulted in more online transactions. The Group's same store sales of the online store of "Y-3" has achieved a remarkable increase by +122% in the second quarter of 2020, mainly contributed by our successful presence at the "618 Mid-year Mega Sale" campaign. As e-commerce is further booming as a result of COVID-19, the Group plans to introduce its first online multi-brand shop at Tmall platform of Alibaba Group in the second half of 2020. In terms of enhancing its brand portfolio, the Group is in the final stage of negotiations with certain international brands for introduction and development of business in Mainland China.

The impact arising from COVID-19 to our offline stores in Hong Kong, Macau and Singapore is severe and we estimate that the negative impact will carry on throughout the remainder of 2020 until reopening of the cities to tourists. As such, we have reduced purchase orders for 2020 winter products and put the establishment of new shops on hold. On the other hand, we will continue to increase promotional activities to stimulate customer spending but inevitably the profit margin would be impacted to a certain extent. In order to diminish the impact, we will continue to negotiate with landlords for rental reductions and revisit the profitability of some retail shops across the region. Subject to the outcome, certain retail shops would be closed down upon the expiry of leases.

The Group is considering a spin-off ("Proposed Spin-off") and separate listing of High-end Fashion Retailing Business on the Stock Exchange. It is believed that the Proposed Spin-off, if it proceeds, will better position each of the remaining business of the Group and the spin-off entity for growth in the respective businesses. At the date of this interim report, the Proposed Spin-off is still under consideration by the Stock Exchange.

10 Interim Report 2020    Win Hanverky Holdings Limited

Management Discussion and Analysis (Continued)

FINANCIAL POSITION AND LIQUIDITY

The Group generally finances its operations with internally generated cashflow and banking facilities. In view of the challenges and uncertainties ahead, the Group will continue to proactively monitor the situation and impose strict cost control measures and focus on its cash flow management to ensure that it maintains a healthy liquidity position. Against the backdrop of the challenging business environment, the Group's financial and liquidity position remains stable. As at 30 June 2020, it has cash and bank balances amounting to HK$669.8 million (31 December 2019: HK$486.6 million). The net increase was mainly attributable to the cash generated from operating activities and bank borrowings, net with payments for investing activities.

As at 30 June 2020, the Group had bank borrowings amounting to HK$1,092.6 million (31 December 2019: HK$1,021.1 million) which were on floating rates and unutilised banking facilities amounting to HK$498.1 million (31 December 2019: HK$493.4 million). The net gearing ratio, being total borrowings (including bank borrowings and loans from non-controlling interests of subsidiaries) less cash and bank balances divided by total equity, as at 30 June 2020, was 22.7% (31 December 2019: 25.5%).

FOREIGN CURRENCY EXPOSURE

Hong Kong Dollar ("HKD") serves as the Company's functional currency and the Group's presentation currency. The Group considers its foreign currency exchange exposure arising from United States Dollar ("USD") transactions and USD cash balances to be minimal during the period given that HKD was pegged against USD.

The Group's revenue and purchases were primarily denominated in USD, Renminbi ("RMB") and HKD. During the period, approximately 58.1%, 35.5% and 4.4% of revenue were denominated in USD, RMB and HKD respectively, whereas approximately 82.6%, 11.4% and 3.7% of purchases were denominated in USD, RMB and HKD respectively.

As at 30 June 2020, approximately 54.5%, 30.2% and 13.2% of cash and bank balances were denominated in USD, RMB and HKD respectively, and approximately 48.8%, 42.8% and 8.3% of bank borrowings were denominated in HKD, USD and RMB respectively.

To minimise the impact of foreign currency rate volatility, we monitor foreign currency risk closely on an ongoing basis to ensure that the net exposure is at an acceptable level. If necessary, after consideration of the Group's future operation and investment needs in different currencies, we may use proper financial instruments to reduce the currency risk exposure.

Interim Report 2020    Win Hanverky Holdings Limited

11

Management Discussion and Analysis (Continued)

EMPLOYEE AND REMUNERATION POLICIES

As at 30 June 2020, the Group had approximately 20,000 employees (31 December 2019: approximately 21,000 employees). The Group remunerates employees based on their performance, working experience and prevailing market conditions. Other employee benefits include retirement benefits, insurance, medical coverage and share option schemes.

CHARGES ON THE GROUP'S ASSETS

As at 30 June 2020, bank deposits of HK$1.1 million (31 December 2019: HK$1.1 million) was pledged as security deposit at Custom Department for a subsidiary of the Group; and land and properties with carrying value of HK$57.5 million (31 December 2019: HK$59.2 million) was pledged to banks for certain banking facilities of the Group.

CONTINGENT LIABILITIES

The Group had no significant contingent liabilities, litigation or arbitration of material importance as at 30 June 2020.

12 Interim Report 2020    Win Hanverky Holdings Limited

Report on Review of Condensed Interim Financial Information from Independent Auditor

TO THE BOARD OF DIRECTORS OF

WIN HANVERKY HOLDINGS LIMITED

(incorporated in the Cayman Islands with limited liability)

Introduction

We have reviewed the condensed interim financial information set out on pages 15 to 43, which comprises the consolidated statement of financial position of Win Hanverky Holdings Limited (the "Company") and its subsidiaries (together, the "Group") as at 30 June 2020 and the consolidated income statement, the consolidated statement of comprehensive income, the condensed consolidated statement of changes in equity and the condensed consolidated cash flow statement for the six-month period then ended, and a summary of significant accounting policies and other explanatory notes. The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited require the preparation of a report on condensed interim financial information to be in compliance with the relevant provisions thereof and Hong Kong Accounting Standard 34 "Interim Financial Reporting" issued by the Hong Kong Institute of Certified Public Accountants. The directors of the Company are responsible for the preparation and presentation of this condensed interim financial information in accordance with Hong Kong Accounting Standard 34 "Interim Financial Reporting". Our responsibility is to express a conclusion on this condensed interim financial information based on our review and to report our conclusion solely to you, as a body, in accordance with our agreed terms of engagement and for no other purpose. We do not assume responsibility towards or accept liability to any other person for the contents of this report.

Scope of Review

We conducted our review 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 Hong Kong Institute of Certified Public Accountants. A review of condensed interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Hong Kong Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Interim Report 2020    Win Hanverky Holdings Limited

13

Report on Review of Condensed Interim Financial Information from Independent Auditor (Continued)

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the condensed interim financial information of the Group is not prepared, in all material respects, in accordance with Hong Kong Accounting Standard 34 "Interim Financial Reporting".

PricewaterhouseCoopers

Certified Public Accountants

Hong Kong, 27 August 2020

14 Interim Report 2020    Win Hanverky Holdings Limited

Consolidated Statement of Financial Position

As at 30 June 2020

Unaudited

Audited

30 June

31 December

2020

2019

Note

HK$'000

HK$'000

Non-current assets

Property, plant and equipment

6

1,093,886

1,330,091

Intangible assets

7

225,556

248,828

Investments in associates

14,270

13,867

Other receivables and financial assets

9

61,693

90,038

Deferred tax assets

79,965

70,935

Pledged bank deposits

1,095

1,114

1,476,465

1,754,873

Current assets

Inventories

1,129,282

1,224,202

Trade and bills receivable

8

530,107

637,524

Other receivables and financial assets

9

149,472

215,923

Current tax recoverables

18,335

24,780

Cash and bank balances

669,752

486,623

2,496,948

2,589,052

Current liabilities

Trade and bills payable

10

250,341

252,248

Accruals and other payables

11

326,993

414,372

Borrowings

12

951,132

874,876

Lease liabilities

149,750

179,300

Current tax liabilities

79,331

89,709

1,757,547

1,810,505

Non-current liabilities

Other payables

11

28,087

38,933

Borrowings

12

141,432

146,250

Lease liabilities

157,321

227,204

Deferred tax liabilities

7,717

7,708

334,557

420,095

Net assets

1,881,309

2,113,325

Interim Report 2020    Win Hanverky Holdings Limited

15

Consolidated Statement of Financial Position (Continued)

As at 30 June 2020

Unaudited

Audited

30 June

31 December

2020

2019

HK$'000

HK$'000

Equity attributable to equity holders

of the Company

Share capital

128,440

128,440

Reserves

1,843,898

2,028,707

1,972,338

2,157,147

Non-controlling interests

(91,029)

(43,822)

Total equity

1,881,309

2,113,325

The above consolidated statement of financial position should be read in conjunction with the accompanying notes.

16 Interim Report 2020    Win Hanverky Holdings Limited

Consolidated Income Statement

For the six months ended 30 June 2020

Unaudited

Six months ended 30 June

2020

2019

Note

HK$'000

HK$'000

Revenue

5

1,962,700

2,265,292

Cost of sales

(1,526,844)

(1,573,715)

Gross profit

435,856

691,577

Selling and distribution costs

(316,961)

(359,826)

General and administrative expenses

(242,286)

(261,455)

Other net (expenses)/income

13

(64,314)

13,957

Operating (loss)/profit

5

(187,705)

84,253

Finance costs - net

14

(22,946)

(19,583)

Share of profits/(losses) of associates

423

(196)

(Loss)/profit before income tax

(210,228)

64,474

Income tax expense

15

(622)

(26,977)

(Loss)/profit for the period

(210,850)

37,497

(Loss)/profit for the period attributable to:

Equity holders of the Company

(166,281)

27,642

Non-controlling interests

(44,569)

9,855

(210,850)

37,497

(Loss)/earnings per share attributable to

equity holders of the Company

(expressed in HK cents per share)

16

Basic

(12.9)

2.2

Diluted

(12.9)

2.2

The above consolidated income statement should be read in conjunction with the accompanying notes.

Interim Report 2020    Win Hanverky Holdings Limited

17

Consolidated Statement of Comprehensive Income

For the six months ended 30 June 2020

Unaudited

Six months ended 30 June

2020

2019

HK$'000

HK$'000

(Loss)/profit for the period

(210,850)

37,497

Other comprehensive income

Items that may be reclassified to profit or loss

Currency translation differences

(15,879)

(14,538)

Share of other comprehensive income of associates

(19)

210

Item that will not be reclassified to profit or loss

Change in the fair value of financial assets at fair value

through other comprehensive income

(354)

-

Item that has been reclassified to profit or loss

Realisation of accumulated exchange differences upon

liquidation of a subsidiary

-

(3,613)

Total comprehensive income for the period

(227,102)

19,556

Total comprehensive income for the period

attributable to:

Equity holders of the Company

(181,136)

9,935

Non-controlling interests

(45,966)

9,621

(227,102)

19,556

The above consolidated statement of comprehensive income should be read in conjunction with the accompanying notes.

18 Interim Report 2020    Win Hanverky Holdings Limited

Condensed Consolidated Statement of Changes in Equity

For the six months ended 30 June 2020

Unaudited

Attributable to equity holders

of the Company

Non-

Share

controlling

Total

capital

Reserves

Total

interests

equity

HK$'000

HK$'000

HK$'000

HK$'000

HK$'000

Balance at 1 January 2020

128,440

2,028,707

2,157,147

(43,822)

2,113,325

Loss for the period

-

(166,281)

(166,281)

(44,569)

(210,850)

Other comprehensive income

-

(14,855)

(14,855)

(1,397)

(16,252)

Total comprehensive income

for the period ended 30 June 2020

-

(181,136)

(181,136)

(45,966)

(227,102)

Transactions with owners

Employee share option scheme

-

87

87

-

87

Change in ownership interests in subsidiaries

without change of control

-

(3,760)

(3,760)

(1,241)

(5,001)

Total transactions with owners

-

(3,673)

(3,673)

(1,241)

(4,914)

Balance at 30 June 2020

128,440

1,843,898

1,972,338

(91,029)

1,881,309

Interim Report 2020    Win Hanverky Holdings Limited

19

Condensed Consolidated Statement of Changes in Equity (Continued)

For the six months ended 30 June 2020

Unaudited

Attributable to equity holders

of the Company

Non-

Share

controlling

Total

capital

Reserves

Total

interests

equity

HK$'000

HK$'000

HK$'000

HK$'000

HK$'000

Balance at 1 January 2019

128,440

2,025,886

2,154,326

16,787

2,171,113

Profit for the period

-

27,642

27,642

9,855

37,497

Other comprehensive income

-

(17,707)

(17,707)

(234)

(17,941)

Total comprehensive income

for the period ended 30 June 2019

-

9,935

9,935

9,621

19,556

Transactions with owners

Employee share option scheme

-

347

347

-

347

2018 final dividend

-

(12,844)

(12,844)

-

(12,844)

Total transactions with owners

-

(12,497)

(12,497)

-

(12,497)

Balance at 30 June 2019

128,440

2,023,324

2,151,764

26,408

2,178,172

The above condensed consolidated statement of changes in equity should be read in conjunction with the accompanying notes.

20 Interim Report 2020    Win Hanverky Holdings Limited

Condensed Consolidated Cash Flow Statement

For the six months ended 30 June 2020

Unaudited

Six months ended 30 June

2020

2019

HK$'000

HK$'000

Cash flows from operating activities

Cash generated from/(used in) operations

266,153

(95,250)

Income tax paid

(11,630)

(20,882)

Net cash generated from/(used in) operating activities

254,523

(116,132)

Investing activities

Interest received

1,340

2,199

Payment for property, plant and equipment

(18,497)

(142,338)

Repayment of receivables from a landlord

2,730

5,460

Proceeds from disposal of property, plant and equipment

18,645

945

Payment for consideration of subsidiaries acquired

in prior year

(42,578)

-

Proceeds from disposal of subsidiaries

-

24,538

Net cash used in investing activities

(38,360)

(109,196)

Financing activities

Proceeds from bank borrowings

718,413

938,166

Repayments of bank borrowings

(645,582)

(583,620)

Principal elements of lease payments

(67,886)

(77,135)

Interest elements of lease payments

(7,960)

(9,844)

Payment for equity interest from non-controlling

interest of subsidiaries acquired

(27,000)

-

Dividends paid to the Company's equity holders

-

(12,844)

Net cash (used in)/generated from financing activities

(30,015)

254,723

Net increase in cash and cash equivalents

186,148

29,395

Cash and cash equivalents at beginning of the period

486,623

360,714

Exchange differences on cash and cash equivalents

(3,019)

(274)

Cash and cash equivalents at end of the period

669,752

389,835

The above condensed consolidated cash flow statement should be read in conjunction with the accompanying notes.

Interim Report 2020    Win Hanverky Holdings Limited

21

Notes to the Condensed Interim Financial Information

1 General information

Win Hanverky Holdings Limited (the "Company") and its subsidiaries (together, the "Group") are engaged in the manufacturing and selling of garment products, including sportswear, high-end fashion apparel, and related accessories. Sales are primarily under original equipment manufacturing ("OEM") arrangements to customers mainly in Europe, the United States, Mainland China and other countries, and under retail modes in Mainland China, Hong Kong, Macau, Taiwan and Singapore. Its production bases are primarily located in Mainland China, Vietnam and Cambodia.

The Company is an exempted company with limited liability under the Companies Law, Cap. 22, (Law 3 of 1961, as combined and revised) of the Cayman Islands. The address of the Company's registered office is Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands.

The Company has its primary listing on The Stock Exchange of Hong Kong Limited ("Stock Exchange").

2 Basis of preparation

The condensed interim financial information has been prepared in accordance with Hong Kong Accounting Standard 34 Interim Financial Reporting issued by the Hong Kong Institute of Certified Public Accountants ("HKICPA") and the applicable disclosure provisions of the Rules Governing the Listing of Securities on the Stock Exchange.

The condensed interim financial information contains the consolidated statement of financial position as at 30 June 2020, the consolidated income statement, the consolidated statement of comprehensive income, the condensed consolidated statement of changes in equity and the condensed consolidated cash flow statement for the six-month period then ended and selected explanatory notes. The condensed interim financial information does not include all of the notes of the type normally included in the annual financial report.

The HKICPA has issued a number of new amendments that became applicable for the current reporting period. None of the developments have had a material effect on the Group's result and financial position for the current or prior periods. The Group has not applied any new standard or interpretation that is not yet effective for the current accounting period.

Save as described above, the accounting policies applied are consistent with those of the annual financial statements for the year ended 31 December 2019. Accordingly, readers should read the condensed interim financial information in conjunction with the annual financial statements for the year ended 31 December 2019, prepared in accordance with Hong Kong Financial Reporting Standards.

This condensed interim financial information is presented in Hong Kong dollars ("HK$"), unless otherwise stated.

22 Interim Report 2020    Win Hanverky Holdings Limited

Notes to the Condensed Interim Financial Information (Continued)

3 Estimates

The preparation of condensed interim financial information requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.

In preparing this condensed interim financial information, the significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty are the same as those that applied to the consolidated financial statements for the year ended 31 December 2019.

4 Financial risk management

4.1 Financial risk factors

The Group's activities expose it to a variety of financial risks: market risk (including foreign exchange risk, cash flow and fair value interest rate risk), credit risk and liquidity risk.

The condensed interim financial information does not include all financial risk management information and disclosures required in the annual financial statements, and should be read in conjunction with the Group's annual financial statements as at 31 December 2019.

There have been no significant changes in the risk management policies since year end.

4.2 Fair value estimation

The carrying values less impairment provision of trade and bills receivable, financial assets and liabilities measured at amortised cost and financial assets at fair value through other comprehensive income are a reasonable approximation of their fair values. The carrying values of pledged bank deposits and cash and bank balances also approximate their fair values.

Interim Report 2020    Win Hanverky Holdings Limited

23

Notes to the Condensed Interim Financial Information (Continued)

5 Segment information

The chief operating decision-maker has been identified collectively as the executive directors. The executive directors review the Group's internal reporting in order to assess performance and allocate resources and report segment performance based on internal reporting.

The executive directors review the performance of the Group mainly from a business operation perspective. The major business segments of the Group for the six months ended 30 June 2020 are Manufacturing and High-end Fashion Retailing.

  • The Manufacturing segment represents manufacturing and sales of (i) sportswear and
    1. high-endfunctional outerwear of which both primarily under OEM arrangements to customers mainly in Europe, the United States, Mainland China and other countries.
  • The High-end Fashion Retailing segment represents retail of high-end fashion products in Mainland China, Hong Kong, Macau, Taiwan and Singapore.
  • The e.dye segment represents manufacturing and sales of fabric and yarn products, it is disposed of after the end of the reporting period (Note 20).

The executive directors assess the performance of the business segments based on a measure of operating results of each segment, which excludes net finance costs in the result for each operating segment. Other information provided to the executive directors is measured in a manner consistent with that in the condensed interim financial information.

24 Interim Report 2020    Win Hanverky Holdings Limited

Notes to the Condensed Interim Financial Information (Continued)

5 Segment information (Continued)

The segment results for the six months ended 30 June 2020 are as follows:

Manufacturing

High-end

Functional

High-end

Sportswear

Outerwear

Fashion

Manufacturing

Manufacturing

Retailing

e.dye

Total

HK$'000

HK$'000

HK$'000 HK$'000

HK$'000

Total segment revenue

1,237,498

164,780

542,455

20,009

1,964,742

Inter-segment revenue

(456)

(1,452)

-

(134)

(2,042)

Revenue

1,237,042

163,328

542,455

19,875

1,962,700

Operating loss and segment results

(44,737)

(9,995)

(40,705)

(92,268)

(187,705)

Finance costs - net

(22,946)

Share of profits of associates

423

-

-

-

423

Loss before income tax

(210,228)

Income tax expense

(622)

Loss for the period

(210,850)

Other segment items charged/(credited) to the operating loss for the six months ended

30 June 2020 are as follow:

Depreciation and amortisation of property,

plant and equipment, and leased assets

51,953

7,467

100,865

2,871

163,156

Amortisation of intangible assets

-

1,065

349

1,874

3,288

Impairment of:

- property, plant and equipment, and

leased assets

-

-

35,889

12,984

48,873

- intangible assets

-

-

-

19,984

19,984

- trade receivables

-

-

-

6,641

6,641

- other receivables

-

-

-

22,587

22,587

Provision/(write-back of provision) for

inventories, net

14,743

2,265

(30,323)

11,637

(1,678)

Loss/(gain) on disposal of property, plant and

equipment, net

2,512

134

(6,801)

-

(4,155)

Interim Report 2020    Win Hanverky Holdings Limited

25

Notes to the Condensed Interim Financial Information (Continued)

5 Segment information (Continued)

The segment results for the six months ended 30 June 2019 are as follows:

Manufacturing

High-end

Functional

High-end

Sportswear

Outerwear

Fashion

Manufacturing

Manufacturing

Retailing

e.dye

Total

HK$'000

HK$'000

HK$'000 HK$'000

HK$'000

Total segment revenue

1,275,009

151,374

826,911

13,819

2,267,113

Inter-segment revenue

(1,762)

-

-

(59)

(1,821)

Revenue

1,273,247

151,374

826,911

13,760

2,265,292

Operating profit/(loss) and segment results

24,657

(39,923)

123,647

(24,128)

84,253

Finance costs - net

(19,583)

Share of losses of associates

(196)

-

-

-

(196)

Profit before income tax

64,474

Income tax expense

(26,977)

Profit for the period

37,497

Other segment items charged/(credited) to the operating profit for the six months ended

30 June 2019 are as follow:

Depreciation and amortisation of property,

plant and equipment, and leased assets

51,137

7,391

98,050

3,892

160,470

Amortisation of intangible assets

-

1,065

349

1,874

3,288

Impairment of trade receivables

-

530

-

-

530

Provision for inventories, net

16,586

672

37,281

1,189

55,728

Loss on disposal of property, plant and

equipment, net

810

2,193

18

29

3,050

Gain on disposal and liquidation of

subsidiaries, net

(23,420)

-

-

-

(23,420)

26 Interim Report 2020    Win Hanverky Holdings Limited

Notes to the Condensed Interim Financial Information (Continued)

5 Segment information (Continued)

The segment assets and liabilities are as follows:

Manufacturing

High-end

Functional

High-end

Sportswear

Outerwear

Fashion

Manufacturing

Manufacturing

Retailing

e.dye

Unallocated

Total

HK$'000

HK$'000

HK$'000

HK$'000

HK$'000

HK$'000

Total assets

30

June 2020

2,045,753

437,673

1,361,249

30,438

98,300

3,973,413

31

December 2019

2,058,851

451,485

1,630,778

107,096

95,715

4,343,925

Total liabilities

30

June 2020

1,052,409

232,058

702,202

18,387

87,048

2,092,104

31

December 2019

982,068

246,230

889,586

15,299

97,417

2,230,600

Segment assets/liabilities exclude current tax recoverables/liabilities and deferred tax assets/ liabilities which are managed on a group basis.

The Group's revenue by geographical location is determined by the final destination of delivery of the products. The Group's revenue from external customers by geographical location is as follows:

Six months ended 30 June

2020

2019

HK$'000

HK$'000

Mainland China

761,334

895,744

Europe

532,970

480,059

United States

258,809

388,018

Other Asian countries

233,839

214,075

Hong Kong

98,271

176,531

Canada

15,167

50,780

Others

62,310

60,085

1,962,700

2,265,292

Interim Report 2020    Win Hanverky Holdings Limited

27

Notes to the Condensed Interim Financial Information (Continued)

5 Segment information (Continued)

The total of non-current assets other than deferred tax assets by geographical location is as follows:

As at

30 June

31 December

2020

2019

HK$'000

HK$'000

Mainland China

480,275

601,938

Hong Kong

425,477

546,218

Vietnam

260,000

286,170

Cambodia

210,530

221,286

Others

20,218

28,326

1,396,500

1,683,938

28 Interim Report 2020    Win Hanverky Holdings Limited

Notes to the Condensed Interim Financial Information (Continued)

6

Property, plant and equipment

HK$'000

For the six months ended 30 June 2020

Opening net book amount

1,330,091

Additions

42,861

Disposals

(31,237)

Lease modification

(27,387)

Depreciation and amortisation

(163,156)

Impairment

(48,873)

Currency translation differences

(8,413)

Closing net book amount

1,093,886

As at 30 June 2020, certain land

and properties with

an aggregate carrying amount of

HK$57,526,000 (31 December 2019: HK$59,189,000) were pledged for certain banking facilities

(Note 12).

7

Intangible assets

Customer

Goodwill

Know-how

relationship

Trademarks

Total

HK$'000

HK$'000

HK$'000

HK$'000

HK$'000

For the six months ended 30 June 2020

Opening net book amount

200,094

21,858

17,216

9,660

248,828

Amortisation

-

(1,874)

(1,065)

(349)

(3,288)

Impairment

-

(19,984)

-

-

(19,984)

Closing net book amount

200,094

-

16,151

9,311

225,556

Interim Report 2020    Win Hanverky Holdings Limited

29

Notes to the Condensed Interim Financial Information (Continued)

8

Trade and bills receivable

As at

30 June

31 December

2020

2019

HK$'000

HK$'000

Trade receivables

- from third parties

528,272

625,308

- from related parties (Note 18(b))

6,621

6,682

Bills receivable

3,426

7,145

538,319

639,135

Less: impairment of trade receivables

(8,212)

(1,611)

Financial assets measured at amortised cost

530,107

637,524

Majority of the trade receivables are with customers having good credit history. The Group grants its customers credit terms within 90 days. Most of the Group's sales are on open account, while sales made to a small number of customers are covered by letters of credit issued by banks or settled by documents against payment issued by banks. The ageing of trade and bills receivable based on invoice date is as follows:

As at

30 June

31 December

2020

2019

HK$'000

HK$'000

0-90 days

517,284

629,006

91-180 days

9,390

661

181-365 days

3,849

2,428

Over 365 days

7,796

7,040

538,319

639,135

The carrying values of trade and bills receivable approximate their fair values due to their short term maturities.

As at 30 June 2020 and 31 December 2019, there was one single group of customer with an aggregated outstanding balance which exceeded 10% of the Group's total trade and bills receivable from third parties. The aggregated balances due from this single group of customer accounted for approximately 57% (31 December 2019: 49%) of the Group's total trade and bills receivable from third parties. Other than this single group of customer, there was no other significant concentration of credit risk with respect to trade and bills receivable.

30 Interim Report 2020    Win Hanverky Holdings Limited

Notes to the Condensed Interim Financial Information (Continued)

9

Other receivables and financial assets

As at

30 June

31 December

2020

2019

HK$'000

HK$'000

Non-current

Rental, utility and other deposits

45,502

42,927

Rental deposit to a related party (Note 18(c))

433

441

Receivables from a landlord (Note)

-

2,730

Financial assets measured at amortised cost

45,935

46,098

Deposits for plant and equipment

12,162

39,990

Financial assets at fair value through other

comprehensive income

3,596

3,950

61,693

90,038

Current

Rental, utility and other deposits

48,554

68,519

Other receivables from customers and suppliers

16,141

11,051

Receivables from related parties (Note 18(c))

13,983

37,204

Receivables from a landlord (Note)

5,460

8,190

Government grant receivable

-

18,643

Sundry receivables

7,413

10,165

Financial assets measured at amortised cost

91,551

153,772

Value-added tax recoverable

30,709

34,364

Prepayments for inventories

15,738

15,144

Prepayments for operating expenses

11,474

12,643

149,472

215,923

211,165

305,961

Note: Amounts represented receivables from a landlord in Vietnam which are repayable semi-annually, unsecured, interest-bearing at 5% (31 December 2019: 5%) per annum and denominated in United States Dollars.

Interim Report 2020    Win Hanverky Holdings Limited

31

Notes to the Condensed Interim Financial Information (Continued)

10 Trade and bills payable

As at

30 June

31 December

2020

2019

HK$'000

HK$'000

Trade payables

- to third parties

244,011

245,503

- to related parties (Note 18(b))

5,830

6,340

Bills payable

500

405

Financial liabilities measured at amortised cost

250,341

252,248

The ageing of the trade and bills payable based on invoice date is as follows:

As at

30 June

31 December

2020

2019

HK$'000

HK$'000

0-90 days

221,227

246,538

91-180 days

26,063

2,783

181-365 days

498

1

Over 365 days

2,553

2,926

250,341

252,248

32 Interim Report 2020    Win Hanverky Holdings Limited

Notes to the Condensed Interim Financial Information (Continued)

11 Accruals and other payables

As at

30 June

31 December

2020

2019

HK$'000

HK$'000

Non-current

Payable for acquisition of remaining interest from

non-controlling interest of a subsidiary

1,645

1,645

Financial liabilities measured at amortised costs

1,645

1,645

Deferred income

13,712

23,944

Provision for re-instatement of leased assets

12,730

13,344

28,087

38,933

Current

Accruals for employee benefit costs

127,550

151,905

Deposits received

52,451

56,056

Accruals for other operating expenses

42,750

52,380

Payables for purchases of property,

plant and equipment

28,990

31,609

Other taxes payable

21,486

8,640

Payables to related parties (Note 18(d))

4,870

4,900

Payables for acquisition of remaining interests from

non-controlling interests of subsidiaries

1,167

23,167

Consideration payable for acquisition of subsidiaries

-

42,578

Others

11,791

12,478

Financial liabilities measured at amortised costs

291,055

383,713

Deferred income

20,837

21,694

Contract liabilities

10,958

3,786

Provision for re-instatement of leased assets

4,143

5,179

326,993

414,372

355,080

453,305

Interim Report 2020    Win Hanverky Holdings Limited

33

Notes to the Condensed Interim Financial Information (Continued)

12 Borrowings

The interest-bearing bank borrowings are repayable as follows:

As at

30 June

31 December

2020

2019

HK$'000

HK$'000

Within 1 year or on demand

951,132

874,876

After 1 year but within 2 years

51,424

45,000

After 2 years but within 5 years

90,008

101,250

141,432

146,250

1,092,564

1,021,126

The Group's borrowings were

carried at amortised cost. As at

30 June 2020 and

31 December 2019, the Group's borrowings were secured by certain land and properties of the Group and/or corporate guarantees given by the Company and/or personal guarantees given by certain related parties.

Certain of the Group's bank borrowing facilities are subject to fulfillment of financial covenants as required by the banks. Before the end of the reporting period, the Group has timely informed two relevant banks that one of the undertaking requirements, that is the amount of tangible net worth as set out in the banking facility agreements, may not be fulfilled in the near future and therefore applied waivers from the relevant banks. The banks have principally agreed with the waivers upon the applications before the end of the reporting period and the Group has finally obtained the waivers in written letter format subsequent to 30 June 2020 and before the date of this condensed interim financial information. The bank borrowings under waiver processes amounting to HK$130.7 million in aggregate as at 30 June 2020 were for trading purpose and short term in nature, that are insignificant to the Group's operation and accounted for 12% of the Group's bank borrowing as at 30 June 2020.

34 Interim Report 2020    Win Hanverky Holdings Limited

Notes to the Condensed Interim Financial Information (Continued)

13 Other net (expenses)/income

Six months ended 30 June

2020

2019

HK$'000

HK$'000

Impairment of assets of e.dye Business (Note)

(73,833)

-

Net exchange losses

(1,176)

(740)

Rental income

735

663

Gain/(loss) on disposal of property, plant and

equipment, net

4,155

(3,050)

Gain on disposal and liquidation of subsidiaries, net

-

23,420

Others

5,805

(6,336)

(64,314)

13,957

Note: e.dye Business possesses an innovative textile technology for waterless fabric dying. The outlook and pipeline orders of e.dye Business have been deteriorating since the global outbreak of COVID-19 in late March 2020. The crisis has changed the mindset of our major existing and potential customers. Given the uncertainties of global economy, they tend to use traditional water-dye and old fabrics to clear their inventories instead of using new technology fabrics in the near future. The expected revenue breakthrough became pessimistic.

As such, impairment losses have been recognised for e.dye Business for the six months ended

30 June 2020. Details are as follow:

Note

HK$'000

Property, plant and equipment

(a)

12,984

Intangible assets - know-how

(a)

19,984

Trade and bills receivables

(b)

6,641

Other receivables

(b)

22,587

Inventories

(c)

11,637

73,833

As at 30 June 2020, the Group's management assessed the impairment losses and provisions for e.dye Business as a separate group of cash generating unit by comparing its value in use and fair value less costs of disposal based on the following estimates:

  1. As e.dye Business will be divested and there was no identified alternative usage for the property, plant and equipment and intangible assets, the fair value of these assets less costs of disposal was assessed in determining the recoverable amounts.
  2. The amount of impairment loss of the trade and other receivables is measured as the difference between the carrying amount and the present value of estimated discounted future cash flows.
  3. The amount of provision for inventories are the estimated selling price with committed sales orders on hand less estimated costs of completion and selling expenses.

Interim Report 2020    Win Hanverky Holdings Limited

35

Notes to the Condensed Interim Financial Information (Continued)

14 Finance costs - net

Six months ended 30 June

2020

2019

HK$'000

HK$'000

Finance income

- Interest income from bank deposits and

receivables from a landlord

767

1,237

- Others

278

553

1,045

1,790

Finance cost

- Interest on bank borrowings

(16,031)

(12,252)

- Interest on lease liabilities

(7,960)

(9,844)

Less: interest expenses capitalised

-

723

(23,991)

(21,373)

(22,946)

(19,583)

36 Interim Report 2020    Win Hanverky Holdings Limited

Notes to the Condensed Interim Financial Information (Continued)

15 Income tax expense

The amounts of income tax expense charged/(credited) to the consolidated income statement represent:

Six months ended 30 June

2020

2019

HK$'000

HK$'000

Current tax

- Mainland China

7,233

38,705

- Hong Kong

2,001

1,936

- Overseas

405

914

- Under provision in prior years

6

523

Deferred tax

(9,023)

(15,101)

622

26,977

Taxes on income in the interim periods are accrued using the tax rate that would be applicable to expected total annual earnings.

Mainland China corporate income tax and Hong Kong profit tax have been provided at the rates of 25% (2019: 25%) and 16.5% (2019: 16.5%) on the estimated assessable profits respectively. Taxation on overseas profits has been calculated on the estimated assessable profits for the period at the applicable rates of taxation prevailing in the jurisdictions in which the Group operates.

Interim Report 2020    Win Hanverky Holdings Limited

37

Notes to the Condensed Interim Financial Information (Continued)

16 (Loss)/earnings per share

Six months ended 30 June

2020

2019

'000

'000

Weighted average number of ordinary shares

in issue

1,284,400

1,284,400

Adjustment for share option

-

71

Weighted average number of ordinary shares

for diluted (loss)/earnings per share

1,284,400

1,284,471

Six months ended 30 June

2020

2019

(Loss)/earnings per share (HK cents)

Basic

(12.9)

2.2

Diluted

(12.9)

2.2

The calculation of basic (loss)/earnings per share is based on the consolidated (loss)/profit attributable to equity holders of the Company and on the weighted average number of ordinary shares in issue during the period.

The diluted (loss)/earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. Shares issuable under the share option schemes are the only dilutive potential ordinary shares. The number of shares calculated as above is compared with the number of shares that would have been issued assuming the exercise of the share options which have dilutive effect. The diluted loss per share for the six months ended 30 June 2020 is the same as the basic loss per share as the potential ordinary shares arising from the share options granted by the Company outstanding do not have dilutive effect.

17 Dividends

The Board does not recommend the payment of interim dividend for the six months ended 30 June 2020 (2019: interim dividend of HK1.0 cent per share, amounting to HK$12,844,000).

38 Interim Report 2020    Win Hanverky Holdings Limited

Notes to the Condensed Interim Financial Information (Continued)

18 Related party transactions

The Group is controlled by Quinta Asia Limited ("Quinta") (the immediate holding company), a company incorporated in the British Virgins Islands, which owns approximately 57.91% of the Company's shares as at 30 June 2020. The Company's directors regard Quinta as being the ultimate controlling party.

Apart from those disclosed elsewhere in this condensed interim financial information, the following significant transactions were carried out with related parties:

(a) Transactions with related parties

Six months ended 30 June

2020

2019

HK$'000

HK$'000

Sales of goods

Entities controlled by non-controlling interests of

subsidiaries

266

569

Purchases of goods and services

Major shareholder of an associate of the Group

10,829

51,414

Entities controlled by non-controlling interests of

subsidiaries

111

1,652

10,940

53,066

Interest income

Non-controlling interest of a subsidiary

205

201

Entity controlled by non-controlling interest

of a subsidiary

72

352

277

553

Lease expenses

An associate of the Group

996

218

Goods and services are sold/purchased at prices mutually agreed by both parties.

Interest income from related parties are charged at prevailing market rates.

Lease expenses are recognised based on monthly rental charge mutually agreed by both parties.

Interim Report 2020    Win Hanverky Holdings Limited

39

Notes to the Condensed Interim Financial Information (Continued)

18 Related party transactions (Continued)

  1. Period/year-endbalances arising from sales/purchases of goods and services

As at

30 June

31 December

2020

2019

HK$'000

HK$'000

Included in trade receivables

Entities controlled by non-controlling interests of

6,621

subsidiaries (Note 8)

6,682

Less: impairment of trade receivables

(6,605)

-

16

6,682

Included in trade payables (Note 10)

Major shareholder of an associate of the Group Entities controlled by non-controlling interests of

subsidiaries

5,8306,327

-13

5,8306,340

All amounts are unsecured, interest-free and payable within normal trade credit terms.

(c) Amounts due from related parties

As at

30 June

31 December

2020

2019

HK$'000

HK$'000

Included in other receivables (Note 9)

Receivables from non-controlling interest of a

13,983

subsidiary

13,558

Rental deposit to an associate of the Group

433

441

Receivables from an entity controlled by non-

-

controlling interest of a subsidiary

23,646

14,416

37,645

The receivables from non-controlling interest of a subsidiary are secured by a property held by non-controlling interest of a subsidiary, interest-bearing at floating rates that are market dependent and repayable on demand.

Rental deposit will be refunded at the end of the lease term.

40 Interim Report 2020    Win Hanverky Holdings Limited

Notes to the Condensed Interim Financial Information (Continued)

18 Related party transactions (Continued)

(d) Amounts due to related parties

As at

30 June

31 December

2020

2019

HK$'000

HK$'000

Included in accruals and other payables (Note 11)

Loans from non-controlling interests of

subsidiaries

4,870

4,900

All amounts are unsecured, interest-free and repayable on demand.

(e) Key management compensation

Six months ended 30 June

2020

2019

HK$'000

HK$'000

Salaries, bonus and allowances

8,653

9,803

Share-based compensation in respect of share

options

87

261

Retirement benefits schemes

36

45

8,776

10,109

Interim Report 2020    Win Hanverky Holdings Limited

41

Notes to the Condensed Interim Financial Information (Continued)

19 Commitments

  1. Capital commitments

Capital expenditure contracted for at the end of the reporting period but not yet provided for is as follows:

As at

30 June

31 December

2020

2019

HK$'000

HK$'000

Capital injection in subsidiaries

140,921

154,760

Property, plant and equipment

8,744

19,603

  1. Lease commitments

At 30 June 2020, the total future lease payments for leases committed but not yet commenced in relation to leased properties are HK$7,022,000 (31 December 2019: HK$19,073,000).

42 Interim Report 2020    Win Hanverky Holdings Limited

Notes to the Condensed Interim Financial Information (Continued)

20 Non-adjusting event after the reporting period

The outlook and pipeline orders of e.dye Business have been deteriorating since the global outbreak of COVID-19 in late March 2020. The crisis has changed the mindset of our major existing and potential customers. Given the uncertainties of global economy, they tend to use traditional water-dye and old fabrics to clear their inventories instead of using new technology fabrics in the near future. The expected revenue breakthrough became pessimistic.

As part of the cost reduction initiatives, the Group has re-assessed its strategic investments and decided to divest e.dye Business after a comprehensive review. It is considered that e.dye Business, being a non-core business operation of the Group, has been underperforming for a number of years and the outlook is gloomy, hence triggering the Group's decision in discontinuing this investment in order to stop further losses and for better deployment of the Group's resources. There is a high urgency that the Group needs to stop the cash burn of e.dye Business immediately given we need to reserve cash resources for our other core businesses which will still face strong headwind in the near future.

We endeavored to search for investors to acquire the Group's equity interest of e.dye Business but all in vain. The investors have become more conservative and they are reluctant to invest in this innovative technology after the global outbreak of COVID-19. Without further funding from the Group, e.dye Business will go into bankrupt and the Group will be obliged to bear huge amount of compensation of staff, liquidation expenses as well as prolonged legal claims. It means the Group needs to spend further funding and time resources for the bankruptcy process with no return. Meanwhile, we have also discussed with one of other shareholders of e.dye Business, Mr. Yang Chou-Fu ("Mr. Yang"), and he was willing to take the risk to continue to fund and operate the business given that the Group gives up our equity interest to him. This is the only feasible option for us to stop our loss and cash burn immediately though it means a total impairment of our investment.

As such, subsequent to the end of the reporting period, the 51% equity interest of e.dye Business which represents all the interest held by the Group was sold to Mr. Yang at HK$1 and the shareholder's loan from the Group was waived upon disposal on 20 August 2020. The total impact of impairment and disposal loss to loss attributable to equity holders of the Company, which includes the impairment loss incurred for the six months ended 30 June 2020 amounting to HK$73.8 million, for the full year ending 31 December 2020 is estimated to be approximately HK$133.8 million. No adjustment has been made in this condensed interim financial information in this regard.

Interim Report 2020    Win Hanverky Holdings Limited

43

Other Information

DIRECTORS' DISCLOSURE OF INTERESTS

As at 30 June 2020, the interests and short positions of the Directors and chief executive(s) of the Company (if any) in the Shares, underlying shares and debentures of the Company and its associated corporations (within the meaning of Part XV of the Securities and Futures Ordinance ("SFO")) which were recorded in the register maintained by the Company pursuant to section 352 of the SFO, or which were notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers ("Model Code") contained in Appendix 10 to the Listing Rules, were as follows:

  1. Long positions in the Shares/underlying shares of the Company

Number

of Shares/

Percentage of

underlying

interest in the

Name of Directors

Capacity

shares

Company*

Mr. LI Kwok Tung Roy

Interests in a controlled

743,769,9671

57.91%

corporation

Mr. LAI Ching Ping

Beneficial owner

4,186,000

0.33%

Mr. LEE Kwok Leung

Beneficial owner

12,000,0002

0.93%

Mr. WONG Chi Keung

Beneficial owner

10,102,0003

0.79%

  • The calculation of percentages is based on 1,284,400,000 Shares in issue as at 30 June 2020.

Notes:

  1. Mr. LI Kwok Tung Roy holds 70% of the issued share capital of Quinta Asia Limited ("Quinta"). Mr. LI Kwok Tung Roy has a controlling interest in Quinta and is therefore deemed to be interested in Quinta's interest in the Company for the purposes of the SFO.
  2. Mr. LEE Kwok Leung is interested as a grantee of options to subscribe for up to 12,000,000 Shares under the Share Option Scheme.
  3. Mr. WONG Chi Keung held 102,000 Shares and is interested as a grantee of options to subscribe for up to 10,000,000 Shares under the Share Option Scheme.

44 Interim Report 2020    Win Hanverky Holdings Limited

Other Information (Continued)

  1. Long positions in the shares of associated corporation of the Company (as defined in the SFO)

Percentage of

interest in

Associated

Number

associated

Name of directors

corporation

Capacity

of shares

corporation

Mr. LI Kwok Tung Roy

Quinta

Beneficial owner

7

70%

Mr. LAI Ching Ping

Quinta

Beneficial owner

3

30%

Save as disclosed above, as at 30 June 2020, none of the Directors, chief executive(s) or any of their respective associates had any interest or short position, whether beneficial or non- beneficial, in the shares, the underlying shares and debentures of the Company and its associated corporations (within the meaning of Part XV of the SFO).

SUBSTANTIAL SHAREHOLDERS' INTERESTS AND SHORT POSITIONS IN THE SHARES AND UNDERLYING SHARES OF THE COMPANY

As at 30 June 2020, as far as the Directors were aware, the following persons (other than the Directors or chief executive(s) of the Company) had interests or short positions in the Shares or underlying shares of the Company which were recorded in the register required to be kept under Section 336 of the SFO.

Number of Shares

Percentage of

Long

Short

Lending

interest in the

Name

Capacity

position

position

pool

Company*

Quinta

Beneficial owner

743,769,967

-

-

57.91%

Mr. Webb David

Beneficial owner/

67,714,000

-

-

5.27%

Michael

interests in

(Note)

    1. controlled corporation
  • The calculation of percentages is based on 1,284,400,000 Shares in issue as at 30 June 2020.

Note: Mr. Webb David Michael was the beneficial owner of 25,618,659 Shares and was interested in 42,095,341 Shares through Preferable Situation Assets Limited which is 100% held by him.

Save as disclosed above, as at 30 June 2020, the Company had not been notified by any person (other than the Directors or chief executive(s) of the Company) who had interests or short position in the Shares and underlying shares of the Company which were recorded in the register kept by the Company under section 336 of the SFO.

Interim Report 2020    Win Hanverky Holdings Limited

45

Other Information (Continued)

SHARE OPTION SCHEME AND NEW SHARE OPTION SCHEME

Pursuant to the written resolutions of the Shareholders passed on 8 August 2006, the Company has established a share option scheme ("Share Option Scheme") whereby the Board may, at their discretion, invite any directors, employees, consultants, professionals, customers, suppliers, agents, partners or advisers of or contractors to the Group (subject to the eligibility requirements as set out therein). The total number of Shares available for issue under the Share Option Scheme and any other schemes must not in aggregate exceed 10% of the issued share capital of the Company as at the Listing Date unless further Shareholders' approval has been obtained. In addition, the number of Shares which may be issued upon exercise of all outstanding options granted and yet to be exercised at any time under the Share Option Scheme and any other schemes adopted by the Group shall not exceed 30% of the issued share capital of the Company from time to time. No options may be granted under the Share Option Scheme or any other schemes adopted by the Group if the grant of such option will result in the limit being exceeded. The total number of Shares issued and to be issued upon the exercise of the options granted and to be granted (including both exercised and outstanding options) in any 12 months' period up to the date of grant to a substantial Shareholder or an independent non-executive director or their associates would not exceed 0.1% of the shares in issue or an aggregate value of HK$5,000,000 unless further Shareholders' approval has been obtained; and to each other eligible person would not exceed 1% of the Shares in issue.

The purpose of the Share Option Scheme is to recognise and acknowledge the contributions that eligible participants have made or may make to the Group. It also provides the eligible participants with an opportunity to acquire proprietary interests in the Company with a view to (a) motivate the eligible participants to optimise the performance and efficiency for the benefit of the Group; and (b) attract and retain or otherwise maintain ongoing business relationship with the eligible participants whose contributions are, will or expected to be beneficial to the Group.

46 Interim Report 2020    Win Hanverky Holdings Limited

Other Information (Continued)

The Share Option Scheme has expired on 5 September 2016. In order to continue to provide the eligible participants, where appropriate, with an additional incentive by offering them an opportunity to obtain an ownership interest in the Company and to reward them for contributing to the long- term success of the business of the Group, the Board has sought and obtained approval of the Shareholders for the adoption of a new share option scheme ("New Share Option Scheme") at the annual general meeting of the Company on 16 June 2016. The New Share Option Scheme adopted became effective from 20 June 2016 and will remain in force for a period of 10 years.

Under the New Share Option Scheme, the Board may, at their discretion, grant share options to eligible participants including any directors, employees or partners of the Group. The offer shall remain open for acceptance by the eligible participants for a period of not less than three business days from the date of offer and the Board may, at its discretion, specify the minimum period for which an option must be held before it can be exercised at the time of grant. A non-refundable consideration of HK$10 shall be paid by each grantee on acceptance of the options. The exercise price is to be determined by the Board, and will not be less than the highest of (i) the closing price of the Company's shares on the date of grant; (ii) the average closing price of the Company's shares for the five business days immediately preceding the date of grant; and (iii) the nominal value of the Company's share. The total number of Shares which may be issued under the New Share Option Scheme must not exceed 128,440,000 shares, representing 10% of the issued share capital of the Company as at the date of this interim report. Other major terms of the New Share Option Scheme are substantially similar to those under the Share Option Scheme.

Upon the expiry of the Share Option Scheme, no share options can be further granted thereunder, whereas outstanding share options under the Share Option Scheme remain valid.

Interim Report 2020    Win Hanverky Holdings Limited

47

Other Information (Continued)

Movements of the options under the Share Option Scheme for the six months ended 30 June 2020 are as follows:

Number of options under the Share Option Scheme

Exercise

Lapsed/

price per

Exercised

cancelled

Date of

Share

As at

during

during

As at

Grantee

grant

HK$

Exercise period

01/01/2020

the period

the period

30/06/2020

Mr. LEE Kwok Leung

16/07/2014

0.946

16/07/2015-15/07/2024

2,400,000

-

-

2,400,000

Executive Director

16/07/2016-15/07/2024

2,400,000

-

-

2,400,000

16/07/2017-15/07/2024

2,400,000

-

-

2,400,000

16/07/2018-15/07/2024

2,400,000

-

-

2,400,000

16/07/2019-15/07/2024

2,400,000

-

-

2,400,000

12,000,000

-

-

12,000,000

Mr. WONG Chi Keung

22/12/2015

1.562

22/12/2016-21/12/2025

2,000,000

-

-

2,000,000

Executive Director

22/12/2017-21/12/2025

2,000,000

-

-

2,000,000

22/12/2018-21/12/2025

2,000,000

-

-

2,000,000

22/12/2019-21/12/2025

2,000,000

-

-

2,000,000

22/12/2020-21/12/2025

2,000,000

-

-

2,000,000

10,000,000

-

-

10,000,000

An employee

16/07/2014

0.946

16/07/2016-15/07/2024

1,000,000

-

-

1,000,000

16/07/2017-15/07/2024

1,000,000

-

-

1,000,000

16/07/2018-15/07/2024

1,000,000

-

-

1,000,000

16/07/2019-15/07/2024

1,000,000

-

-

1,000,000

4,000,000

-

-

4,000,000

An employee

09/01/2014

1.010

09/01/2015-08/01/2024

1,000,000

-

-

1,000,000

09/01/2016-08/01/2024

1,000,000

-

-

1,000,000

09/01/2017-08/01/2024

1,000,000

-

-

1,000,000

09/01/2018-08/01/2024

1,000,000

-

-

1,000,000

09/01/2019-08/01/2024

1,000,000

-

-

1,000,000

5,000,000

-

-

5,000,000

Total

31,000,000

-

-

31,000,000

No option has been granted under the New Share Option Scheme by 30 June 2020.

48 Interim Report 2020    Win Hanverky Holdings Limited

Other Information (Continued)

AUDIT COMMITTEE

The Company established the Audit Committee on 18 April 2006 with written terms of reference which were in compliance with the Listing Rules. The primary duties of the Audit Committee include reviewing, overseeing and supervision of the effectiveness of our financial reporting processes, internal control systems and risk management. The Audit Committee is also responsible for developing and reviewing the Company's policies and practices on corporate governance and reviewing the Company's compliance with the Corporate Governance Code as required under the Listing Rules. The Audit Committee shall comprise at least three members with the majority being independent non-executive Directors.

Currently, Mr. KWAN Kai Cheong, Dr. CHAN Kwong Fai, Mr. MA Ka Chun and Mr. CHAN Ka Kui, all being independent non-executive Directors, are members of the Audit Committee with Mr. KWAN Kai Cheong acting as the chairman.

REMUNERATION COMMITTEE

The Company established the Remuneration Committee on 18 April 2006 with written terms of reference which were in compliance with the Listing Rules. The primary duties of the Remuneration Committee include making recommendations to the Board on the policy and structure of all remuneration of the Directors and senior management and on the establishment of a formal and transparent procedure for developing policy on such remuneration. The Remuneration Committee shall comprise a majority of independent non-executive Directors.

The Remuneration Committee has three members comprising Mr. LI Kwok Tung Roy and our independent non-executive Directors, Mr. KWAN Kai Cheong and Dr. CHAN Kwong Fai. The chairman of the Remuneration Committee is Dr. CHAN Kwong Fai.

NOMINATION COMMITTEE

The Company established the Nomination Committee on 18 April 2006 with written terms of reference which were in compliance with the Listing Rules. The Nomination Committee is mainly responsible for making recommendations to the Board on the appointment of Directors and the management of the Board succession. It carries out the process of selecting and recommending candidates for directorship with reference to the selection guidelines which include appropriate professional knowledge and industry experience, personal ethics, integrity and personal skills. The Nomination Committee also considers referrals and engagement of external recruitment professionals when necessary and makes recommendations to the Board for selection and approval. The Nomination Committee shall comprise a majority of independent non-executive Directors.

The Nomination Committee has four members comprising Mr. LI Kwok Tung Roy and our independent non-executive Directors, Mr. MA Ka Chun, Dr. CHAN Kwong Fai and Mr. CHAN Ka Kui. The chairman of the Nomination Committee is Mr. MA Ka Chun.

Interim Report 2020    Win Hanverky Holdings Limited

49

Other Information (Continued)

DIVIDENDS

The Board does not recommend the payment of interim dividend for the six months ended 30 June 2020.

MODEL CODE FOR SECURITIES TRANSACTIONS BY DIRECTORS

The Company has adopted the code of conduct regarding directors' securities transactions as set out in the Model Code. All Directors have confirmed that they have complied with the required standards as set out in the Model Code throughout the six months ended 30 June 2020.

PURCHASE, SALE OR REDEMPTION OF THE COMPANY'S LISTED SECURITIES

Neither the Company nor any of its subsidiaries has purchased, sold or redeemed any of the Company's listed securities during the six months ended 30 June 2020.

CORPORATE GOVERNANCE

The Company has applied the principles and complied with the code provisions in the Corporate Governance Code and Corporate Governance Report as set out in Appendix 14 to the Listing Rules throughout the six months ended 30 June 2020.

REVIEW OF FINANCIAL INFORMATION

The Audit Committee has discussed with the management of the Company the internal control and financial reporting matters related to the preparation of the unaudited condensed interim financial information for the six months ended 30 June 2020. It has also reviewed the unaudited condensed interim financial information for the six months ended 30 June 2020 with the management and the auditor of the Company and recommended them to the Board for approval.

The Company's auditor, PricewaterhouseCoopers, has also reviewed the unaudited condensed interim financial information for the six months ended 30 June 2020 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 Hong Kong Institute of Certified Public Accountants.

50 Interim Report 2020    Win Hanverky Holdings Limited

Other Information (Continued)

ACKNOWLEDGEMENT

Finally, I would like to express my most sincere gratitude to our Directors, and the whole team for their consistent hard work, commitment and invaluable contributions to the Group. I would like to thank our clients, shareholders and business partners for their enduring support. We are well positioned to deal with challenges, expand on our capabilities and capture the opportunities ahead.

By Order of the Board

Win Hanverky Holdings Limited

LI Kwok Tung Roy

Chairman

Hong Kong, 27 August 2020

Interim Report 2020    Win Hanverky Holdings Limited

51

Glossary

In this interim report, unless the context states otherwise, the following expression have the following meanings:

"Board"

the board of Directors of the Company

"Company"

Win Hanverky Holdings Limited, an exempted company incorporated in

the Cayman Islands with limited liability on 13 December 2005

"Director(s)"

the director(s) of the Company

"Group" or "we" or

the Company and its subsidiaries

"our" or "us"

"Hong Kong"

the Hong Kong Special Administrative Region in Mainland China

"Listing Rules"

the Rules Governing the Listing of Securities on The Stock Exchange of

Hong Kong Limited

"Mainland China"

the People's Republic of China, excluding Hong Kong, Macau and

Taiwan

"OEM"

acronym for original equipment manufacturing, a business that

manufactures or purchases from other manufacturers and possibly

modifies goods or equipment for branding and resale by others

"RMB"

Renminbi, the lawful currency of Mainland China

"Share(s)"

the ordinary share(s) of HK$0.10 each in the share capital of the

Company

"Shareholders"

Shareholder of the Company

"Sport Field Group"

Sport Field Limited, a non-wholly owned subsidiary of the Company,

and its subsidiaries

"Stock Exchange"

The Stock Exchange of Hong Kong Limited, a wholly owned subsidiary

of Hong Kong Exchanges and Clearing Limited

"US"

the United States of America

52 Interim Report 2020    Win Hanverky Holdings Limited

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