Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 20-F

 

 

(Mark One)

☐

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

 

☒

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2018

OR

 

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

 

☐

SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report                     

For the Transition period from                      to                     

Commission file number: 001-12126

 

 

CHINA ENTERPRISES LIMITED

(Exact Name of Registrant as Specified in its Charter)

 

 

Bermuda

(Jurisdiction of Incorporation or Organization)

Unit 703, 7/F, 1063 King’s Road, Quarry Bay, Hong Kong

(Address of Principal Executive Office)

Ken Lau, Chief Financial Officer

China Enterprises Limited

Unit 703, 7/F, 1063 King’s Road, Quarry Bay, Hong Kong

Telephone: (852) 3151-0300 Fax: (852) 2542-0298

(Name, Telephone, E-mail/and/or Facsimile Number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

 

Name of Each Exchange on Which Registered

N/A   N/A

Securities registered or to be registered pursuant to Section 12(g) of the Act:

Common stock, par value $0.01 per share

(Title of Class)

Securities for which there is a reporting obligation pursuant to section 15(d) of the Act:

None

(Title of Class)

 

 

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the Annual Report.

Common Stock: 9,017,310 shares

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    ☐  Yes    ☒  No

If this is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.    ☐  Yes     ☒  No

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required file such reports), and (2) has been subject to such filing requirements for the past 90 days.    ☒  Yes    ☐  No

Indicate by check mark whether the registrant has submitted electronically, if any, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    ☒  Yes    ☐  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer   ☐    Accelerated filer   ☐
Non-accelerated filer   ☒    Emerging growth company   ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

†

The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

 

U.S. GAAP  ☒

    

International Financial Reporting Standards as issued

by the International Accounting Standards Board  ☐

   Other  ☐

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.    ☐  Item 17    ☐  Item 18

If this is an Annual Report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    ☐  Yes    ☒  No

 

 

 

Table of Contents

TABLE OF CONTENTS

 

PART I   
Item 1 Identity of Directors, Senior Management and Advisers      3  
Item 2 Offer Statistics and Expected Timetable      3  
Item 3 Key Information      4  
Item 4 Information on the Company      12  
Item 5 Operating and Financial Review and Prospects      14  
Item 6 Directors, Senior Management and Employees      18  
Item 7 Major Shareholders and Related Party Transactions      20  
Item 8 Financial Information      21  
Item 9 The Listing      21  
Item 10 Additional Information      22  
Item 11 Quantitative and Qualitative Disclosure about Market Risk      27  
Item 12 Description of Securities Other than Equity Securities      29  
PART II   
Item 13 Defaults, Dividend Arrearages and Delinquencies      29  
Item 14 Material Modifications to the Rights of Security Holders      29  
Item 15 Controls and Procedures      30  
Item 16A Audit Committee Financial Expert      30  
Item 16B Code of Ethics      31  
Item 16C Principal Accountant Fees and Services      31  
Item 16D Exemptions from the Listing Standards for Audit Committees      31  
Item 16E Purchases of Equity Securities by the Issuer and Affiliated Purchasers      31  
Item 16F Change in Registrant’s Certifying Accountant      31  
Item 16G Corporate Governance      31  
Item 16H Mine Safety Disclosure      31  
PART III   
Item 17 Financial Statements      32  
Item 18 Financial Statements      32  
Item 19 Exhibits   

Table of Contents

PART I

This Annual Report for China Enterprises Limited (referred to in this report as the “Company” or “we” and which terms shall include, when the context so requires, the subsidiaries of the Company during the applicable period) should be read in conjunction with the consolidated financial statements and accompanying notes included in this report.

FORWARD-LOOKING STATEMENTS

This Annual Report on Form 20-F for the year ended December 31, 2018 contains certain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. These forward-looking statements are, by their nature, subject to significant risks and uncertainties, and include, without limitation, statements relating to:

 

  •  

our business, operating and expansion strategy;

 

  •  

our ability to finance our business strategy;

 

  •  

our future business conditions and financial results; and

 

  •  

future developments in the economic and political environment in China.

The words “anticipate”, “believe”, “estimate”, “expect”, “intend”, “plan”, “may” and similar expressions, as they relate to us, are intended to identify certain of such forward-looking statements. We do not intend to update these forward-looking statements except as required by the U.S. securities laws.

These forward-looking statements reflect our current views with respect to future events and are not a guarantee of future performance. They are based upon various assumptions, many of which are based, in turn, upon further assumptions, including, without limitation, management’s examination of historical operating trends, data contained in the Company’s records and other data available from third parties. Although the Company believes that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies that are difficult or impossible to predict and are beyond the Company’s control, there can be no assurance that the Company will achieve or accomplish these expectations or beliefs.

In addition to the factors and matters discussed elsewhere herein, there are a number of important factors that, in the Company’s view, could cause actual results to differ materially from those discussed in the forward-looking statements, including, without limitation, the strength of world economies and currencies, general market conditions, changes in general domestic and international political conditions, and other matters described in the “Risk Factors” section included in this Annual Report or otherwise described in the reports the Company files with the U.S. Securities and Exchange Commission, or the SEC.

EXCHANGE RATE INFORMATION

Unless otherwise specified, all references in this document to “U.S. Dollars”, “Dollars”, “US$” or “$” are to United States dollars; all references to “Renminbi” or “Rmb” are to Renminbi, which is the legal tender currency of the People’s Republic of China, or the “PRC” or “China”; and all references to “HK$” are to Hong Kong dollars, which is the legal tender currency of the Hong Kong Special Administrative Region, or “Hong Kong”. Where made for the convenience of the reader, conversions of amounts from Renminbi to U.S. Dollars have been made in this document at US$1.00 to Rmb6.8755, the noon buying rate from the Federal Reserve Bank of New York on December 31, 2018. No representation is made that the Renminbi amounts could have been, or could be, converted into U.S. Dollars at that or at any other rate. See the section “Exchange Rate Information” under “Item 3. Key Information” in this Annual Report for more details on the exchange rate between Renminbi and US Dollars.

References and statements contained in this document regarding China do not apply to Taiwan or the Republic of China.

 

ITEM 1.

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable.

 

ITEM 2.

OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

 

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ITEM 3.

KEY INFORMATION

A. SELECTED FINANCIAL DATA

The following table represents the selected consolidated financial information of the Company as of and for the years ended December 31, 2014, 2015, 2016, 2017 and 2018. The Consolidated Statements of Operations Data for each of the three years in the period ended December 31, 2018 and the Consolidated Balance Sheets Data as of December 31, 2017 and 2018 have been derived from the audited consolidated financial statements, or the “Consolidated Financial Statements”, included in Item 17 “Financial Statements” of this Annual Report. The Consolidated Statements of Operations Data for the years ended December 31, 2014 and 2015 and the Consolidated Balance Sheets Data as of December 31, 2014, 2015 and 2016, as set forth below, have been derived from audited consolidated financial statements not included in this Annual Report. The Consolidated Financial Statements have been prepared in conformity with generally accepted accounting principles in the United States, or U.S. GAAP. The selected financial information should be read in conjunction with, and is qualified in its entirety by reference to, the respective consolidated financial statements and their accompanying notes.

Selected Consolidated Financial Information of the Company

(Amounts in thousands, except number of shares, their par values and per share data)

 

     Year ended December 31,  
     2014     2015     2016     2017     2018  
     Rmb     Rmb     Rmb     Rmb     Rmb     US$  

Consolidated Statements of Operations Data:

            

Revenue

     —         —         —         —         —         —    

Loss from operations

     (2,148 )      (2,803 )      (2,732 )      (2,163 )      (2,322 )      (338 ) 

Net (loss) income

     (2,490 )      4,062       613       6,545       (6,648 )      (967 ) 

Basic and diluted (loss) earnings per common share (a)

     (0.28 )      0.45       0.07       0.73       (0.74 )      (0.11 ) 

Weighted-average number of common shares outstanding (a)

     9,017,310       9,017,310       9,017,310       9,017,310       9,017,310       9,017,310  

Consolidated Balance Sheets Data :

            

Total assets

     639,607       668,582       716,577       667,369       692,880       100,775  

Shareholders’ equity / Net assets

     607,358       634,655       679,737       637,457       665,012       96,723  

Common stock — par value US$0.01 per share

     770       770       770       770       770       112  

Note:

 

(a)

The calculation of basic and diluted (loss) earnings per common share from 2014 to 2018 is based on the weighted-average number of shares of common stock outstanding during each of the years ended December 31, 2014 to 2018. The number of shares of common stock outstanding for 2014 to 2018 was 9,017,310. There were no dilutive securities issued or outstanding for any of the periods presented.

Exchange Rate Information

The Consolidated Financial Statements are published and denominated in Renminbi. Where made for the convenience of the reader, conversion of amounts from Renminbi to U.S. Dollars has been made in this document at US$1.00 to Rmb6.8755, the noon buying rate certified by the Federal Reserve Bank of New York on December 31, 2018. For the purpose of this Annual Report, the latest practicable date with respect to share and certain exchange rate information is March 29, 2019. As of March 29, 2019, the noon buying rate certified by the Federal Reserve Bank of New York was US$1.00 to Rmb6.7112. No representation is made that the Renminbi amounts could have been, or could be, converted into U.S. Dollars at that or at any other rate.

 

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The following table sets forth the average unified exchange rates for each of the years ended December 31, 2014, 2015, 2016, 2017 and 2018:

 

     Year Ended December 31,  
     2014      2015      2016      2017      2018  

(Rmb  equivalent   of  US$1.00)

   Rmb      Rmb      Rmb      Rmb      Rmb  

At unified exchange rate

              

- average rate calculated by using the average of the exchange rates on the last day of each month during each period.

     6.17        6.29        6.66        6.73        6.63  

The following table sets forth the high and low exchange rates for each month during the previous six months:

 

     At Unified Exchange Rate  

(Rmb equivalent of US$1.00)

Month Ended

   High      Low  

March 31, 2019

     6.74        6.69  

February 28, 2019

     6.79        6.68  

January 31, 2019

     6.87        6.70  

December 31, 2018

     6.91        6.83  

November 30, 2018

     6.96        6.89  

October 31, 2018

     6.97        6.87  

B. CAPITALIZATION AND INDEBTEDNESS

Not applicable.

C. REASONS FOR THE OFFER AND PROCEEDS

Not applicable.

D. RISK FACTORS

Investing in our shares involves various risks, including the risks described below. You should carefully consider the following risks and the other information contained in this Annual Report before investing in our shares. Additional risks not currently known to us or that we currently believe are immaterial also may impair our business operations, financial condition and our liquidity.

Risks Related to Our Business

AS A RESULT OF CHANGES IN THE COMPANY’S ASSETS AND SOURCES OF INCOME, THE COMPANY MAY BE AN INVESTMENT COMPANY FOR PURPOSES OF THE UNITED STATES INVESTMENT COMPANY ACT OF 1940

While the Company believes that in the past, through its subsidiaries and affiliates, it has actively engaged in operating businesses and did not meet the definition of an investment company for purposes of the United States Investment Company Act of 1940, or the 1940 Act, depending on the composition and valuation of the Company’s assets and the sources of the Company’s income from time to time, including after the consummation of the transactions during 2015 described in Item 4.A., History and Development of the Company, the Company may fall within the technical definition of the term “investment company” for purposes of the 1940 Act. The Company is not registered, nor is it eligible to register under the 1940 Act. As a result, if the Company is deemed to be an investment company under the 1940 Act, the Company’s operations and results may be negatively impacted. For example, among other possible effects and so long as the Company is an investment company, it would neither be able to raise capital through the offer and sale of its securities in the United States nor to conduct business in the United States. The Company may be unable to continue operating as it currently does and might need to acquire or sell assets that it would not otherwise acquire or sell in order to avoid continuing to be deemed an “investment company” as defined under the 1940 Act.

THE COMPANY MAY NOT BE ABLE TO SUCCESSFULLY IMPLEMENT ITS BUSINESS STRATEGY, IN WHICH CASE ITS BUSINESS, OPERATING RESULTS AND FINANCIAL CONDITION WOULD SUFFER

In November 2011, the Company disposed of all of its interest in Hangzhou Zhongce and it ceased to be an equity method affiliate of the Company. In addition, all of the subsidiaries of the Company were inactive during fiscal years 2017 and 2018. Despite the Company’s efforts to identify new investments, it has had limited success in doing so and, if it does identify new investments, it may not be able to consummate their acquisition. Even if the Company successfully identifies and consummates the acquisition of new investments, the acquisition of new businesses and business lines carries substantial risk and uncertainties. Depending on the specific acquisition, there may be risks relating to the acquired business itself, risks relating to the industry in which the business operates and risks relating to the Company itself.

 

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THE COMPANY MAY NOT BE ABLE TO FINANCE ACQUISITIONS, STRATEGIC INVESTMENTS OR OTHER EXPANSIONS OR MAY INCUR FINANCIAL OBLIGATIONS OR LIABILITIES IN CONNECTION WITH ANY ACQUISITION OR EXPANSION

Although as of December 31, 2018, the Company believes it had a strong cash position, the Company may experience difficulty in funding acquisitions, investments or expansion. The Company may fund any such activities through bank loans or other debt financing and could incur an increase in debt or other liabilities in connection with any acquisitions, strategic investments or other expansions.

FUTURE ACQUISITIONS OR STRATEGIC INVESTMENTS MAY NOT BE SUCCESSFUL AND MAY HARM OUR OPERATING RESULTS

Selective acquisitions or strategic investments form a large part of our strategy to further expand our business. If we are presented with appropriate opportunities, we may acquire or invest in other companies, ventures or businesses. Future acquisitions and the subsequent integration of new companies into ours would require significant attention from our management. Potential problems encountered by each organization during mergers and acquisitions would be unique, posing additional risks to the company. Future acquisitions or investments would expose us to potential risks, including risks associated with the assimilation of new operations, and could have a material adverse effect on our business and financial results because of possible charges for purchased technology, restructuring or impairment charges related to goodwill or amortization expenses associated with intangible assets; potential increases in our expenses and working capital requirements and the incurrence of debt and contingent liabilities; diversion or our capital and management’s attention to other business concerns; risks of entering markets or geographic areas in which we have limited prior experience; or potential loss of key employees of acquired organizations or inability to hire key employees necessary for expansion.

DIVERSIFICATION MAY RESULT IN LOWERED RESPONSIVENESS TO CYCLICAL CHANGES OF DIFFERENT BUSINESSES

Any diversification of the Company’s businesses, including through any investments in other businesses, will result in assets, resources and management being committed or allocated to businesses in different fields. As a result, the Company’s flexibility in responding to seasonal changes or periodic fluctuations in the business cycle in a particular business operation may be limited.

THE COMPANY BELIEVES IT WAS CLASSIFIED AS A “PASSIVE FOREIGN INVESTMENT COMPANY” WHICH COULD HAVE A NEGATIVE IMPACT ON U.S. HOLDERS

U.S. investors in the Company’s common stock should be aware that the Company believes it was classified as a passive foreign investment company, or PFIC, during the tax year ended December 31, 2018, and based on current business plans and financial expectations, the Company believes that it may be a PFIC in subsequent tax years. If the Company is a PFIC for any year during a U.S. shareholder’s holding period, then such U.S. shareholder generally will be required to treat any gain realized upon a disposition of the Company’s common stock, or any so-called “excess distribution” received on such common stock, as ordinary income, and to pay an interest charge on a portion of such gain or distributions, unless the shareholder makes a timely and effective “qualified electing fund” election (“QEF Election”) with respect to such common stock. A U.S. shareholder who makes a QEF Election generally must report on a current basis its share of the Company’s net capital gain and ordinary earnings for any year in which the Company is a PFIC, whether or not the Company distributes any amounts to its shareholders. However, U.S. shareholders should be aware that the Company did not satisfy record keeping requirements that apply to a qualified electing fund for its tax year ended December 31, 2018 and there can be no assurance that the Company will in the future satisfy record keeping requirements that apply to a qualified electing fund, or that the Company will supply U.S. shareholders with information that such U.S. shareholders are required to report under the QEF Election rules, in the event that the Company is a PFIC and a U.S. shareholder wishes to make a QEF Election. Thus, U.S. shareholders may not be able to make a QEF Election with respect to their Company common stock. This paragraph is qualified in its entirety by the discussion below under the heading “Taxation — Certain Material U.S. Federal Income Tax Consequences.” Each U.S. shareholder should consult its own tax advisor regarding the PFIC rules and the U.S. federal income tax consequences of the acquisition, ownership, and disposition of the Company’s common stock.

CHANGES IN ACCOUNTING STANDARDS AND TAXATION REQUIREMENTS COULD AFFECT OUR FINANCIAL RESULTS

New accounting standards or pronouncements that may become applicable to us from time to time, or changes in the interpretation of existing standards and pronouncements, could have a significant effect on our reported results for the affected periods. We also expect to become subject to income tax in jurisdictions in which we expect to commence generating revenues. Increases in income tax rates could reduce our after-tax income from affected jurisdictions, while increases in indirect taxes could affect our financial results.

 

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FAILURE OF INFORMATION TECHNOLOGY COULD HAVE A NEGATIVE IMPACT ON OUR OPERATIONS

Growing standardization, more reliance on global systems, information technology services and increased regulations lead to a risk that our information technology systems may fail. This could affect the Company’s operational performance and financial position.

OUR OPERATIONS, ASSETS AND STAFF CAN BE EXPOSED TO RISKS RELATED TO EVENTS OF AN EXCEPTIONAL NATURE

The Company, including its assets and staff, could be exposed to risks related to events of an exceptional nature such as, but not limited to, severe weather, natural disasters, terrorist attacks, political unrest and accidents. Such events could have a significant effect on our financial condition, results of operations and cash flows.

FAILURE TO ESTABLISH AND MAINTAIN EFFECTIVE INTERNAL CONTROLS OVER FINANCIAL REPORTING COULD HAVE A MATERIAL ADVERSE EFFECT ON THE ACCURACY IN REPORTING OUR FINANCIAL RESULTS OR PREVENTING FRAUD

Undetected internal control weaknesses or controls that function ineffectively represent a risk of loss or financial misstatement. Internal control over financial reporting may not prevent or detect misstatements because of inherent limitations, including the possibility of human error, the circumvention or overriding of controls or fraud. Therefore, even effective internal controls can provide only reasonable assurance with respect to the preparation and fair presentation of financial statements. If the Company fails to maintain the adequacy of its internal controls as it has at times in the past, including any failure to implement required new or improved controls, or if it experiences difficulties in the implementation of internal controls, the Company’s business and operating results could be harmed, and it could fail to meet its reporting obligations. As of December 31, 2014, for example, management concluded that the Company’s internal control over financial reporting was ineffective and identified a material weakness, similar to prior years, concerning the Company’s internal accounting staff’s lack of understanding of complex accounting issues related to U.S. generally accepted accounting principles, including accounting for income taxes. In response, the Company engaged external consultants to perform a number of tasks to prepare specific accounting analysis.

Moreover, effective internal controls are necessary for us to produce reliable financial reports and are important in helping prevent financial fraud. If we are not able to provide reliable financial reports on a timely basis or prevent financial fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our stock could drop significantly.

Because the Company is a non-accelerated filer, the Company is also not required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002. As a result, investors may have less confidence in the assessment of the Company’s internal controls over financial reporting performed by management, and our stock may be less attractive.

Risks Related to Doing Business in China

THE COMPANY’S BUSINESS FOCUS ON THE GREATER CHINA REGION SUBJECTS THE COMPANY AND ITS BUSINESS TO THE POLITICAL, ECONOMIC AND OTHER DEVELOPMENTS IN THE REGION

As a result of the Company’s traditional business focus on the Greater China Region, the Company’s business and its financial and operating results may be affected by significant political, economic, social and cultural developments in the region. A substantial portion of the Company’s investment opportunities, major businesses which are located in China, are dependent in large part on the performance of the Chinese economy and Chinese government policy. As a result, the future financial condition and results of operations of the Company could be adversely affected by slowdowns in the Chinese economy, Chinese macroeconomic policies that de-emphasize the development of industries that utilize products or services of the Company or other governmental policies, including changes in laws, regulations or the interpretation thereof; confiscatory taxation; restrictions on currency conversion, imports or sources of supplies; or the expropriation or nationalization of private enterprises. Any measures or actions taken by the Chinese government to control industries that utilize products or services of the Company could restrict their business operations and adversely affect the financial positions of the Company.

Although the Company believes that the economic reforms and macroeconomic policies and measures adopted by the Chinese government will continue to have a positive effect on economic development in China and that the Company will continue to benefit from these policies and measures, there is no assurance that the government will continue to pursue such policies or that such policies may not be significantly altered, especially in the event of a change in leadership, social or political disruption, or other circumstances affecting China’s political, economic and social life.

 

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In addition, the Company’s financial results are significantly dependent on the economy in the region. The economy of the Greater China Region differs significantly from the economies of the United States and Western Europe in such respects as structure, level of development, growth rate, capital reinvestment, resource allocation, self-sufficiency, rate of inflation and balance of payments position, among others. Furthermore, the recent global economic downturn has had a significant impact on the region’s economic growth as it is primarily an export-oriented economy. Future adverse economic factors or changes in the policies of the Chinese government could have a material adverse effect on the overall economic growth of China. These developments could adversely affect the financial condition, results of operations and business of the Company by reducing the demand for the products and services of the Company.

As a member of the World Trade Organization, China’s economic activity is expected to become more and more export driven and China’s internal market is expected to see more competition through imports. The expected change in economic activity in China and the Greater China Region and a greater interdependence of the Chinese economy on the general world economy as a result of such changes could also impact the Company’s financial results.

RESTRICTIONS ON FOREIGN CURRENCY EXCHANGE MAY LIMIT OUR ABILITY TO RECEIVE AND USE OUR RESOURCES EFFECTIVELY

Any future restrictions on currency exchanges may limit our ability to use resources generated in Renminbi to fund our business activities outside China or other payments in Hong Kong dollars or other foreign currencies. Although the PRC government introduced regulations in 1996 to allow greater convertibility of the Renminbi for current account transactions, significant restrictions still remain, including primarily the restriction that foreign invested enterprises may only buy, sell or remit foreign currencies at those banks authorized to conduct foreign exchange business after providing valid commercial documents. In addition, remittance of foreign currencies abroad and conversion of Renminbi for capital account items, including direct investment and loans, is subject to governmental approval in China, and companies are required to open and maintain separate foreign exchange accounts for capital account items. We cannot be certain that the Chinese regulatory authorities will not impose more stringent restrictions on the convertibility of the Renminbi, especially with respect to foreign exchange transactions.

FLUCTUATIONS IN THE VALUE OF THE RENMINBI COULD NEGATIVELY IMPACT OUR RESULTS OF OPERATIONS

Our reporting currency is the Renminbi as a substantial portion of our investments are denominated in Renminbi. Our remaining assets and liabilities and all of our operating expenses are denominated in Hong Kong dollars. As a result, we may be exposed to foreign exchange risk, and our results of operations may be negatively impacted by fluctuations in the exchange rate of Renminbi against other currencies. As our major assets and liabilities comprise a mixture of items that are denominated in Renminbi and Hong Kong dollars, our business and operating results may be materially affected in the event of a severe increase or decrease in the value of the Renminbi against other currencies.

The value of the Renminbi is subject to changes in China’s governmental policies and to international economic and political developments. Since January 1, 1994, the PRC government has used a unitary managed floating rate system. Under this system, the People’s Bank of China, or PBOC, publishes a daily base exchange rate with reference primarily to the supply and demand of Renminbi against U.S. dollars and other foreign currencies in the market during the previous day. Authorized banks and financial institutions are allowed to quote buy and sell rates for Renminbi within a specified band around the PBOC’s daily exchange rate. On August 11, 2015, the PBOC cut the Renminbi exchange’s reference rate by a record of 1.9%, sparking the sharpest fall in the currency since the U.S. dollar peg ended a decade ago, in order to proceed further with reform of the Renminbi exchange rate regime. This cut could result in a further and more significant floatation in the RMB’s value against the U.S. Dollar. In the past few years the exchange rate had been under market pressure to depreciate. PBOC had used up over U.S. $1 trillion of China‘s foreign currency reserves to stabilize the currency. This depreciation halted in 2017, and the RMB appreciated against the U.S. dollar during this one-year period. In 2018, the RMB exchange rate against the U.S. dollar depreciated significantly, mainly due to changes in political and economic conditions, including trade friction between China and the U.S. The exchange rate of the RMB against U.S. Dollar as of December 31, 2018, 2017 and 2016 were 6.8755, 6.5063 and 6.9430, respectively.

China and U.S. have been locked in a bruising trade war since last year, imposing tit-for-tat tariffs on more than U.S$360 billion in two-way trade, which has left global markets reeling. U.S. President Trump has long accused China’s government of manipulating its currency to gain a trade advantage and U.S. government has been seeking assurances on the exchange rate in the ongoing trade talks between the two nations. With the development of the foreign exchange market and progress towards interest rate liberalization and Renminbi internationalization, the China’s government may in the future announce further changes to the exchange rate system and there is no guarantee that the RMB will not appreciate or depreciate significantly in value against the U.S. dollar in the future. It is difficult to predict how market forces or China or U.S. government policy may impact the exchange rate between the RMB and the U.S. dollar in the future.

 

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NATURAL DISASTERS IN THE GREATER CHINA REGION COULD CAUSE SIGNIFICANT DAMAGE TO THE COMPANY’S BUSINESS AND FINANCIAL RESULTS

The Company’s investment opportunities are primarily located in the PRC. During the past several years, the PRC has experienced natural disasters, including floods, fires and earthquakes. A disaster could cause significant damage to the facilities of potential investees, which may not be adequately covered by insurance proceeds and could materially and adversely impact the business of the Company. The disaster relief and assistance in the PRC is not well developed and there can be no assurance that adequate government assistance would be available in the absence of sufficient insurance coverage.

OUR RESULTS COULD BE HARMED IF WE HAVE TO COMPLY WITH NEW ENVIRONMENTAL REGULATIONS

The operations of the Company could create environmentally sensitive waste depending on the nature of the operations of potential investees. The general issue of the disposal of hazardous waste has received increasing attention from Chinese national and local governments and foreign governments and agencies and has been subject to increasing regulation. Currently, relevant Chinese environmental protection laws and regulations impose fines on the discharge of waste materials and empower certain environmental authorities to close any facility that causes serious environmental problems. Although it has not been alleged by Chinese government officials that the Company have violated any current environmental regulations, there is no assurance that the Chinese government will not amend its current environmental protection laws and regulations. Our financial results could be materially and adversely affected if the Company was to increase expenditures to comply with environmental regulations affecting the operations of potential investees.

LEGAL SYSTEM DIFFERENCES BETWEEN THE GREATER CHINA REGION AND THE UNITED STATES OF AMERICA COULD IMPACT INVESTORS

Unlike common law systems in certain parts of the Western world, China has a civil law system based on written statutes and, therefore, decided legal cases are without binding legal effect, although they are often followed by judges as guidance. As the Chinese legal system develops, the promulgation of new laws, changes to existing laws and the preemption of local regulations by national laws may adversely affect the interests of foreign investors.

YOU MAY HAVE DIFFICULTY ENFORCING JUDGMENTS AGAINST US

We are a Bermuda holding company and all of our assets are located outside of the United States. Most of our current business is conducted in Hong Kong and in the PRC. In addition, most of our directors and officers are nationals and residents of countries other than the United States. A substantial portion of the assets of these persons is located outside the United States. As a result, it may be difficult for you to effect service of process within the United States upon these persons. It may also be difficult for you to enforce in U.S. courts judgments on the civil liability provisions of the U.S. federal securities laws against us and our officers and directors whom are not residents in the United States.

OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S AUDIT DOCUMENTATION RELATED TO THEIR AUDIT REPORTS INCLUDED IN THIS ANNUAL REPORT MAY BE LOCATED IN THE PEOPLE’S REPUBLIC OF CHINA. THE PUBLIC COMPANY ACCOUNTING OVERSIGHT BOARD CURRENTLY CANNOT INSPECT AUDIT DOCUMENTATION LOCATED IN CHINA AND, AS SUCH, YOU MAY BE DEPRIVED OF THE BENEFITS OF SUCH INSPECTION

Our independent registered public accounting firms that issue the audit reports included in our annual reports filed with the SEC as auditors of companies that are traded publicly in the United States and a firm registered with the Public Company Accounting Oversight Board (United States) (the “PCAOB”), are required by the laws of the United States to undergo regular inspections by the PCAOB to assess their compliance with the applicable laws of the United States and professional standards. Because the audit documentation relating to our audits is located in the People’s Republic of China, a jurisdiction where the PCAOB, notwithstanding the requirements of U.S. law, is currently unable to conduct inspections without the approval of the Chinese authorities, such auditors, like other independent registered public accounting firms operating in China, are not currently inspected by the PCAOB. In May 2013, the PCAOB announced that it had entered into a Memorandum of Understanding on Enforcement Cooperation with the Chinese Securities Regulatory Commission, or CSRC, and the PRC Ministry of Finance, which establishes a cooperative framework between the parties for the production and exchange of audit documents relevant to investigations undertaken by the PCAOB, the CSRC or the PRC Ministry of Finance in the United States and the PRC, respectively. The PCAOB continues to be in discussions with the CSRC and the PRC Ministry of Finance to permit joint inspections in the PRC of audit firms that are registered with the PCAOB and audit Chinese companies that trade on U.S. exchanges.

Inspections of other firms that the PCAOB has conducted outside of China have identified deficiencies in those firms’ audit procedures and quality control procedures, which may be addressed as part of the inspection process to improve future audit quality. The inability of PCAOB to conduct inspections of independent registered public accounting firms operating in China makes it more difficult to evaluate the effectiveness of our auditors’ audit procedures or quality control procedures. As a result, investors may be deprived of the benefits of PCAOB inspections.

 

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PRC REGULATIONS RELATING TO THE ESTABLISHMENT OF OFFSHORE SPECIAL PURPOSE COMPANIES BY PRC RESIDENTS MAY SUBJECT OUR PRC RESIDENT SHAREHOLDERS TO PERSONAL LIABILITY, LIMIT OUR ABILITY TO INJECT CAPITAL INTO OUR CONSOLIDATED PRC ENTITIES, LIMIT THE ABILITY OF OUR CONSOLIDATED PRC ENTITIES TO DISTRIBUTE PROFITS TO US, OR OTHERWISE ADVERSELY AFFECT US.

On July 4, 2014, the SAFE issued the Notice on Issues Relating to the Administration of Foreign Exchange for Overseas Investment and Financing and Reverse Investment by Domestic Residents via Special Purpose Vehicles , or Circular 37, which replaced the Circular on Relevant Issues Concerning Foreign Exchange Control Over Financing and Return Investment of Domestic Residents through Overseas Special Purpose Vehicles , or Circular 75, previously issued in October 2005. Pursuant to Circular 37, any PRC residents, including both PRC institutions and individual residents, are required to register with the local SAFE branch before making contribution to a company set up or controlled by the PRC residents outside of the PRC for the purpose of overseas investment or financing with their legally owned domestic or offshore assets or interests, referred to in this circular as a “special purpose vehicle.” Our current beneficial owners who, to our knowledge, are PRC residents are in the process of registering with the local SAFE branch as required under Circular 37. We cannot, however, provide any assurances that such registration will be completed in a timely manner, or at all, or that any future beneficial owners who are PRC residents will be able to comply with the SAFE regulations in a timely manner, or at all. Any failure of our current or future beneficial owners who are PRC residents to comply with the registration procedures set forth in Circular 37 may subject such beneficial owners to fines and legal sanctions and may also limit our ability to contribute additional capital into our consolidated PRC entities, limit our consolidated PRC entities’ ability to distribute dividends to us or the offshore entities set up by our beneficial owners or otherwise materially and adversely affect our business.

PROCEEDINGS INSTITUTED BY THE SEC AGAINST FIVE PRC-BASED ACCOUNTING FIRMS COULD RESULT IN ADVERSE IMPACT ON OUR BUSINESS AND PRICE OF OUR STOCK

In late 2012, the SEC commenced administrative proceedings under Rule 102(e) of its Rules of Practice and also under the Sarbanes-Oxley Act of 2002 against the PRC-based units of five accounting firms. The Rule 102(e) proceedings initiated by the SEC relate to these firms’ failure to produce documents, including audit work papers, in response to the request of the SEC pursuant to Section 106 of the Sarbanes-Oxley Act of 2002, as the auditors located in the PRC are not in a position lawfully to produce documents directly to the SEC because of restrictions under PRC law and specific directives issued by the CSRC. The issues raised by the proceedings are not specific to our auditors or to us, but affect equally all audit firms based in China and all China-based businesses with securities listed in the United States.

In January 2014, the administrative judge reached an Initial Decision that the PRC-based units of the “big four” accounting firms should be barred from practicing before the SEC for six months. The decision is neither final nor legally effective unless and until reviewed and approved by the SEC. In February 2014, four of these PRC-based accounting firms appealed to the SEC against this decision. In February 2015, each of the four PRC-based accounting firms agreed to a censure and to pay a fine to the SEC to settle the dispute and avoid suspension of their ability to practice before the SEC. The settlement requires the firms to follow detailed procedures to seek to provide the SEC with access to Chinese firms’ audit documents via the CSRC. If the firms do not follow these procedures, the SEC could impose penalties such as suspensions, or it could restart the administrative proceedings.

In the event that the SEC restarts the administrative proceedings, depending upon the final outcome, public companies in the United States with major PRC operations may find it difficult or impossible to retain auditors in respect of their operations in the PRC, which may result in SEC’s revocation of the registration of their shares under the Exchange Act, including possible delisting. Moreover, although our independent registered public accounting firm was not named as a defendant in the above SEC administrative proceedings, any negative news about the proceedings against these audit firms may erode investor confidence in China-based, U.S. public companies, including us, and the market price of our shares may be adversely affected.

WE MAY FACE UNCERTAINTIES REGARDING INDIRECT TRANSFERS OF EQUITY INTERESTS IN PRC RESIDENT ENTERPRISES BY A NON-RESIDENT ENTERPRISE

In connection with the EIT Law, the Ministry of Finance of the PRC and the SAT jointly issued, on April 30, 2009, the Notice on Issues Concerning Process of Enterprise Income Tax in Enterprise Restructuring Business, or Circular 59. On December 10, 2009, the SAT issued the Notice on Strengthening the Management on Enterprise Income Tax for Non-resident Enterprises Equity Transfer, or Circular 698. Both Circular 59 and Circular 698 became effective retrospectively on January 1, 2008. By promulgating and implementing these circulars, the PRC tax authorities have strengthened their scrutiny over the direct or indirect transfer of equity interest in a PRC resident enterprise by a non-resident enterprise. For example, Circular 698 specifies that the SAT is entitled to redefine the nature of an equity transfer where offshore vehicles are interposed by abusing corporate structures for tax-avoidance purposes and without reasonable commercial intention. We may pursue acquisitions as one of our growth strategies, and may conduct acquisitions involving complex corporate structures. We cannot be assured that the PRC tax authorities will not, at their discretion, adjust the taxable capital gains of the seller, which may indirectly increase acquisition costs.

 

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On February 3, 2015, the State Administration of Tax issued a Public Notice Regarding Certain Corporate Income Tax Matters on Indirect Transfer of Properties by Non-Tax Resident Enterprises, or Public Notice 7, which replaced the Circular 698. On October 17, 2017, the SAT issued the Announcement on Issues concerning the Withholding of Enterprise Income Tax at Source on Non-Resident Enterprises, or Announcement 37, which became effective on December 1, 2017. Under the law and regulations, where an enterprise makes any other arrangement not for any reasonable business purpose, if its taxable revenue or income decreases, the tax authorities have the power to make an adjustment through a reasonable method.

Public Notice 7 has introduced a new tax regime that is significantly different from that under Circular 698. Public Notice 7 extends its tax jurisdiction to not only indirect transfers set forth under Circular 698 but also transactions involving transfer of other taxable assets, through the offshore transfer of a foreign intermediate holding company. In addition, Public Notice 7 provides clearer criteria than Circular 698 on how to assess reasonable commercial purposes and has introduced safe harbors for internal group restructurings and the purchase and sale of equity through a public securities market. Public Notice 7 also brings challenges to both the foreign transferor and transferee (or other person who is obligated to pay for the transfer) of the taxable assets. Where a non-resident enterprise conducts an “indirect transfer” by transferring the taxable assets indirectly by disposing of the equity interests of an overseas holding company, the non-resident enterprise being the transferor, or the transferee, or the PRC entity which directly owned the taxable assets, may report to the relevant tax authority such indirect transfer. Using a “substance over form” principle, the PRC tax authority may re-characterize such indirect transfer as a direct transfer of the equity interests in the PRC tax resident enterprise and other properties in China. As a result, gains derived from such indirect transfer may be subject to PRC enterprise income tax, and the transferee or other person who is obligated to pay for the transfer is obligated to withhold the applicable taxes, currently at a rate of up to 10%, for the transfer of equity interests in a PRC resident enterprise. Both the transferor and the transferee may be subject to penalties under PRC tax laws if the transferee fails to withhold the taxes and the transferor fails to pay the taxes.

We face uncertainties with respect to the reporting and consequences of private equity financing transactions, share exchange or other transactions involving the transfer of shares in our company by investors that are non-PRC resident enterprises, or sale or purchase of shares in other non-PRC resident companies or other taxable assets by us. Our company and other non-resident enterprises in our group may be subject to filing obligations or being taxed if our company and other non-resident enterprises in our group are transferors in such transactions, and may be subject to withholding obligations if our company and other non-resident enterprises in our group are transferees in such transactions, under Announcement 37 and Public Notice 7. For the transfer of shares in our company by investors that are non-PRC resident enterprises, our PRC subsidiaries may be requested to assist in the filing under Announcement 37 and Public Notice 7. As a result, we may be required to expend valuable resources to comply with Announcement 37 and Public Notice 7 or to request the relevant transferors from whom we purchase taxable assets to comply with these circulars, or to establish that our company and other non-resident enterprises in our group should not be taxed under these circulars, which may have a material adverse effect on our financial condition and results of operations.

The PRC tax authorities have the discretion under Announcement 37 and Public Notice 7 to make adjustments to the taxable capital gains based on the difference between the fair value of the taxable assets transferred and the cost of investment. If the PRC tax authorities make adjustments to the taxable income of the transactions under Announcement 37 and Public Notice 7, our income tax costs associated with such potential acquisitions will be increased, which may have an adverse effect on our financial condition and results of operations.

Risks Related to Our Capital Stock

LIMITED LIQUIDITY IN THE COMPANY’S SECURITIES MAY MAKE IT DIFFICULT TO SELL SHARES

The public trading market for our common stock is limited. Beginning in November 2002, our common stock was traded on the OTC Securities Marketplace. The OTC Securities Marketplace is an inter-dealer, over-the-counter market that provides significantly less liquidity than other markets. As a foreign private issuer whose business is substantially in China and other Asian markets, the Company has less exposure in the U.S. capital markets than comparable U.S. issuers. In addition, the Company has a relatively small public float of its securities. These and other general economic, industry or Company factors may result in low trading volumes or prices of the Company’s securities. Accordingly, shareholders of the Company bear risks regarding the liquidity of the Company’s shares and may not be able to sell shares in desired quantities, at desired times or desired prices, or a combination thereof.

POSSIBLE VOLATILITY OF SHARE PRICES WORLDWIDE MAY HAVE SIGNIFICANT EFFECTS ON THE COMPANY’S SHARE PRICE

The trading price of the Company’s shares has been and may continue to be subject to wide fluctuations. Capital markets worldwide have generally experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the listed companies themselves. There can be no assurance that trading prices and price earnings ratios previously experienced by the Company’s common shares will be matched and maintained. Broad market and industry factors may adversely affect the market price of shares in the Company, regardless of its operating performance.

 

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ITEM 4.

INFORMATION ON THE COMPANY

A. HISTORY AND DEVELOPMENT OF THE COMPANY

The Company was incorporated as an exempted company under the laws of Bermuda on January 28, 1993. From July 15, 1993 to late 2002, the Company’s shares were listed on the New York Stock Exchange. On November 26, 2002, the Company’s shares began trading on the OTC Securities Marketplace in the United States. The legal name of the Company is “China Enterprises Limited” and the Company is registered in Hong Kong under the commercial name of “China Tire Holdings Limited” due to local company registration considerations. The Company has historically been engaged in tire manufacturing and trading and related businesses.

In 2001, the Company decided to reorganize its operations to improve its financial performance. The Company began to dispose of loss-making subsidiaries and tried to diversify its business. In early 2002, the Company acquired a substantive equity interest of approximately 35% in Rosedale Hotel Holdings Limited, or Rosedale, which allowed it to diversify its business into the travel industry. In fiscal year 2003, the Company further completed its disposals of its loss-making subsidiaries, Yinchuan CSI (Greatwall) Rubber Co., Limited, and the Company’s remaining interests in Double Happiness Tyre Industries Corporation Limited, and ceased to account for the results of operations and the assets and liabilities of these subsidiaries from their respective disposal dates.

In order to realize part of its investment, the Company entered into a contract to sell a 25% interest in its subsidiary Hangzhou Zhongce, a PRC company, on June 15, 2003. As a result, the Company reduced its interest in Hangzhou Zhongce from 51% to 26%. The sale was completed in September 2003 and Hangzhou Zhongce became an equity method affiliate of the Company.

During 2006 and 2007, the Company’s interest in its affiliate Rosedale, decreased from 20.36% to 12.77% as a result of dilution caused by capital raising activities of Rosedale and the disposal of Rosedale shares by the Company in the market. As a result of its decreased ownership of Rosedale, the Company began accounting for its remaining interest in Rosedale as marketable securities instead of as an interest in an affiliate company as it was in previous years.

The Company, through Manwide Holdings Limited, a then direct wholly-owned subsidiary, entered into a conditional sale and purchase agreement dated June 16, 2004 with an independent third party, Shanghai Jiu Sheng Investment Limited, or Jiu Sheng, for the acquisition and further development of Xiang Zhang Garden, a parcel of land containing a 24-story building under construction located in Shanghai, PRC. In June 2005, the Company commenced legal proceedings against Jiu Sheng, among other things, to demand that Jiu Sheng meet its obligations under the two agreements related to the purchase of Xiang Zhang Garden and petitioned a PRC court for an injunction order to prevent Xiang Zhang Garden from being transferred to the secured creditors of Jiu Sheng and the main contractor. In June 2006, the People’s High Court of the City of Shanghai ruled in favor of the Company and ordered Jiu Sheng to continue fulfilling its obligations under the applicable agreements and to proceed with the transfer of legal title of Xiang Zhang Garden to the Company. The judgment also required Jiu Sheng to pay Rmb5.9 million to the Company as compensation for the breach of the sale and purchase agreements. In August 2006, we petitioned the People’s High Court of Shanghai for a court execution order to enforce the June 2006 judgment against Jiu Sheng. In March 2008, we entered into a settlement agreement with Jiu Sheng whereby the Company disclaimed its rights in Xiang Zhang Garden in exchange for a payment of Rmb75 million, which was received in April 2008. A gain of Rmb17 million was recognized in the consolidated statement of operations for the year ended December 31, 2008.

In March 2008, Master Glory Group Limited (“Master Glory”, a publicly listed company in Hong Kong, formerly known as Hanny Holdings Limited), and certain of its subsidiaries entered into conditional sale and purchase agreements with an independent third party whereby it disposed of a 29.2% interest in us for cash consideration of approximately Rmb142 million. The sale closed on May 8, 2008. Following this sale, Master Glory’s interest in the Company decreased from approximately 55.3% to 28.95% and the Company ceased to be a majority-owned subsidiary of Master Glory.

In April 2008, the Company acquired 100% of the equity interests in Cosmos Regent Ltd, Cyber Generation Limited and Whole Good Limited, all of which are engaged in securities investment, from Hanny Magnetics (B.V.I.) Limited, a wholly owned subsidiary of Master Glory. Total consideration for the three companies was Rmb34,417,000, and the amount was settled through the cancelation of obligations from Master Glory to the Company.

In April 2008, the Company entered into a Memorandum of Understanding to acquire a certain equity interest in a property investment company for consideration of Rmb150 million. A refundable deposit of Rmb75 million was paid to the third party vendor pursuant to the Memorandum of Understanding during the year ended December 31, 2008 and recorded as a deposit paid for the acquisition of investments for the years ended December 31, 2008 and 2009. The Memorandum of Understanding lapsed in June 2011. The deposit of Rmb67.5 million was refunded to the Company and the remaining Rmb7.5 million was charged as an administrative charge in the year ended December 31, 2011.

 

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In April 2009, X One Holdings Limited, or X One, an affiliate of the Company, was dissolved pursuant to Section 291 of the Hong Kong Companies Ordinance.

In its Report on Form 6-K filed with the SEC on November 21, 2011, the Company reported that it had entered into a definitive agreement with CZ Tire Holdings Limited, or CZ. The Agreement provided for the sale of all of the Company’s ownership interests in Hangzhou Zhongce to CZ for Rmb600 million or approximately US$95.33 million in cash. The Company reported the closing of the transaction in its Report on Form 6-K filed with the SEC on November 28, 2011.

In its Report on Form 6-K filed with the SEC on October 4, 2012, the Company reported that its wholly owned subsidiary, Wealth Faith Limited, or Wealth Faith, had entered into a definitive agreement with Fortuneasy Limited, or Fortuneasy. The agreement provides for the purchase by Wealth Faith of 40% of the shares of Million Cube Limited, or Million Cube from Fortuneasy. The total purchase price for the shares being acquired by Wealth Faith is HK$200 million or approximately US$25.6 million. The Company, through Wealth Faith, previously deposited HK$154.8 million or approximately Rmb127.3 million in earnest money with Fortuneasy, which was applied toward the purchase price. As provided in the agreement, Million Cube has acquired 45% of the issued share capital and corresponding shareholder loans of Paragon Winner Company Limited, or Paragon. Paragon was formed to invest in a joint venture that has developed and operated the Sanya Sun Valley Golf Resort in Yalong Bay, Sanya City, People’s Republic of China and that is seeking to develop a related hotel and resort complex at such resort. The transaction was completed in March 2015.

Following the closing of the transaction and pursuant to the Agreement, the Company had appointed one director to Million Cube’s board of directors, and was resigned during the year ended December 31, 2016. The Company has continued to seek new strategic investment opportunities in the PRC, including Hong Kong. Apart from the golf resort business, the Company is also looking at other potential investments and has a long term goal to build a platform of value-added and productive businesses under the strategic direction of the Company whereby it can exercise significant influence over the financial and operating decisions of its investees, and then have a degree of responsibility for the return on its investments.

During 2017, Orion (B.V.I.) Tire Corporation, a 60% owned subsidiary incorporated in BVI and Whole Good Limited, a 100% owned subsidiary incorporated in BVI, were dissolved and a gain of approximately Rmb6.5 million was recorded on dissolution.

During 2018, Orion Tire Corporation, a 60% owned subsidiary incorporated in United States, Ventures Kingdom Limited, a 100% owned subsidiary incorporated in BVI and Great Windfall Agents Limited, a 100% owned subsidiary incorporated in BVI were dissolved and a gain of approximately Rmb1.3 million was recorded on dissolution.

The Company is a holding company and had interests in a number of subsidiaries as of December 31, 2018. The principal interests of the Company were as follows:

 

  •  

Cosmos Regent Ltd, a British Virgin Islands company in which the Company has a 100% interest.

 

  •  

Cyber Generation Limited, a British Virgin Islands company in which the Company has a 100% interest.

 

  •  

Million Good Limited, a British Virgin Islands company in which the Company has a 100% interest.

 

  •  

Supreme Solutions Limited, a British Virgin Islands company in which the Company has a 100% interest.

 

  •  

Wealth Faith Limited, a British Virgin Islands company in which the Company has a 100% interest.

Additional information about the Company is available through the Internet at http://www.chinaenterpriseslimited.com. The principal place of business and the executive offices of the Company are located at Unit 703, 7/F, 1063 King’s Road, Quarry Bay, Hong Kong and its telephone number is (852) 3151 0300.

B. BUSINESS OVERVIEW

The financial results of the Company were previously dependent on its equity share of the results from Hangzhou Zhongce, which the Company disposed of in November 2011. The financial results of the Company now largely are attributable to investing activities. All of the majority and wholly owned subsidiaries of the Company were inactive during fiscal years 2016, 2017 and 2018. The Company is actively seeking new investment opportunities.

Million Cube

Million Cube is incorporated in the British Virgin Islands and is engaged in investment holding. Million Cube holds 45% of the issued share capital and corresponding shareholder loans of Paragon Winner Company Limited, or Paragon. Paragon was incorporated in the British Virgin Islands and formed to invest in a joint venture that has developed and operated the Sanya Sun Valley Golf Resort in Yalong Bay, Sanya City, the People’s Republic of China. As a result of the Million Cube acquisition, the Company indirectly owns approximately 18% of Paragon.

 

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Rosedale

Rosedale is an exempted company incorporated in Bermuda with limited liability. Its shares are listed on the Hong Kong Stock Exchange, or HKSE. Its principal subsidiaries are engaged in the business of hotel investment and trading of securities.

In 2002, the Company diversified into the travel business through an investment in Rosedale. However, following the disposal of a significant portion of its equity interest during fiscal year 2007, the Company’s equity interest in Rosedale decreased to 12.77% and was subsequently reclassified as marketable securities of the Company. As of December 31, 2018, the equity interest had decreased to 6.17%.

C. ORGANIZATIONAL STRUCTURE

As of December 31, 2018, the principal subsidiaries of the Company were:

 

     Country of
Incorporation 		   Principal Activities    Company’s
Ownership Interest 		 

Consolidated Subsidiary

             Directly     Indirectly  

Cosmos Regent Ltd

   BVI    Investment holding      100 %      —    

Cyber Generation Limited

   BVI    Investment holding      100 %      —    

Million Good Limited

   BVI    Investment holding      100 %      —    

Supreme Solutions Limited

   BVI    Investment holding      100 %      —    

Wealth Faith Limited

   BVI    Investment holding      100 %      —    

D. PROPERTY, PLANTS AND EQUIPMENT

The registered office of the Company is located at Clarendon House, 2 Church Street, Hamilton, HM11, Bermuda. Only corporate administrative matters are conducted at this office, through the Company’s agent, MUFG Fund Services (Bermuda) Limited (formerly known as Butterfield Fulcrum Group (Bermuda) Limited). The Company’s principal executive office is located at Unit 703, 7/F, 1063 King’s Road, Quarry Bay, Hong Kong. The Company neither owns nor leases real property in Bermuda, Hong Kong, China or elsewhere. Space for use as the Company’s executive offices in Hong Kong is provided to the Company without charge by Dr. Yap, the Company’s Chairman.

The Company did not incur any principal capital expenditures, investment and divestitures over the last three years ended December 31, 2018.

 

ITEM 5.

Operating and Financial Review and Prospects

Except for statements of historical facts, this section contains forward-looking statements involving risks and uncertainties. You can identify these statements by forward-looking words including “expect,” “anticipate,” “believe,” “seek,” “estimate,” “intends,” “should” or “may.” Forward-looking statements are not guarantees of our future performance or results and our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth under the section of this Report entitled Item 3 Key Information — “Risk Factors.” This section should be read along with our Consolidated Financial Statements included as Item 17 of this Annual Report, including the accompanying notes, that are included in this Annual Report on Form 20-F. The following discussion of operating results and the financial review and prospects as well as our consolidated financial statements have been presented and prepared in accordance with U.S. GAAP. The forward-looking statements in this Item 5 are not guarantees of future performance. They involve both risk and uncertainty. Several important factors could cause our actual results to differ materially from those anticipated by these statements. Many of those factors are macroeconomic in nature and are, therefore, beyond the control of our management. Please see the “Risk Factors” in this Annual Report for more details.

A. OPERATING RESULTS

Overview

After disposal of all of its interest in the tire business in 2011 discussed above in “History and Development of the Company,” the Company is still actively looking for new investments. The PRC market continues to be the focus of world industry, and the Company is confident in the PRC market and continues to explore appropriate investment projects to expand its business network in the PRC.

 

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Critical Accounting Policies

The preparation of our financial statements and related disclosures in conformity with U.S. GAAP requires management to make estimates and judgments that affect our reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. On an on-going basis, we evaluate our estimates and assumptions based upon historical experience and various other factors and circumstances. Management believes that our estimates and assumptions are reasonable under the circumstances; however, actual results may vary from these estimates and assumptions under different future circumstances. The following critical accounting policies affect the more significant judgments and estimates used in the preparation of the Company’s consolidated financial statements. For further discussion of our significant accounting policies, refer to Note 2 — “Summary of Significant Accounting Policies” to the Consolidated Financial Statements included in “Item 17 — Financial Statements” of this Annual Report.

Marketable Securities

The Company’s marketable equity securities are publicly traded stocks measured at fair value and classified within Level 1 in the fair value hierarchy because it uses quoted prices for identical assets in active markets. The classification of marketable securities is based on the Company’s intent, which is re-evaluated periodically, with respect to those securities. The Company classifies those marketable equity securities in current assets when these securities are bought and held principally for the purpose of selling them in the near term and represent investments of cash available for current operations. These investments are reported at fair value, with unrealized gains and losses included in earnings.

Prior to January 1, 2018, the Company accounted for marketable equity securities that were not designated as trading securities as available-for-sale securities. They were held at fair value with unrealized gains and losses, net of tax, reported in accumulated other comprehensive gain or losses. Any unrealized losses that were deemed other-than-temporary were included in current period earnings and removed from accumulated other comprehensive gain or losses.

On January 1, 2018, the Company adopted ASU 2016-01. The carrying value of the Company’s marketable equity securities is adjusted to fair value for observable transactions for identical or similar investments of the same issuer or impairment (referred to as the measurement alternative). All gains and losses on marketable equity securities, realized and unrealized, are recognized in non-operating income (expenses).

The Company adopted ASU 2016-01 prospectively on its marketable securities. Upon adoption, the Company reclassified Rmb1,951 net unrealized gains related to marketable equity securities from accumulated other comprehensive income to opening accumulated deficit.

No impairment loss had been recorded for the years ended December 31, 2018 and 2017.

Non-marketable investment

The Company’s non-marketable equity securities are investments in privately held companies without readily determinable fair values. The Company does not have significant influence over these investees.

Prior to January 1, 2018, the Company accounted for its non-marketable equity securities at cost and only adjusts for other-than-temporary declines in fair value and distributions of earnings. An impairment loss was recognized in the consolidated statements of operations equal to the excess of the investment’s cost over its fair value at the balance sheet date of the reporting period for which the assessment was made. The fair value would then become the new cost basis of investment.

On January 1, 2018, the Company adopted ASU 2016-01 which changed the way it accounts for non-marketable securities. The carrying value of the Company’s non-marketable equity securities is adjusted to fair value for observable transactions for identical or similar investments of the same issuer or impairment (referred to as the measurement alternative). All gains and losses on non-marketable equity securities, realized and unrealized, are recognized in non-operating income (expenses).

The Company adopted ASU 2016-01 prospectively on its non-marketable investment, which did not have a material impact on the Company’s financial condition or results of operations.

No impairment loss had been recorded for the years ended December 31, 2018 and 2017.

 

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Income Taxes

The Company records a valuation allowance to reduce its deferred tax assets to the amount that the Company believes is more likely than not to be realized. In the event the Company determines that it would be able to realize its deferred tax assets in the future in excess of its recorded amount, an adjustment to the deferred tax asset would be made that would increase income in the period such determination was made. Likewise, should the Company determine that it would not be able to realize all or part of its net deferred tax asset in the future, an adjustment to the deferred tax asset would be charged to income in the period such determination was made.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses for the years presented. Actual results may differ from those estimates. Significant estimates in these financial statements that are susceptible to change as more information becomes available are collectability of receivables, valuation allowances for deferred tax assets and impairment with respect to i) marketable securities and ii) non- marketable investment..

Results of Operations: Fiscal year ended December 31, 2018 compared with fiscal year ended December 31, 2017

For 2018, the Company recorded consolidated net loss of Rmb6.6 million, or Rmb0.74 per share. By comparison, the net profit and the earnings per share in 2017 were Rmb6.5 million and Rmb0.73, respectively.

The Rmb2.3 million of loss from operating activities mainly represented the administrative expenses incurred for the year ended December 31, 2018. General and administrative expenses were comprised of expenditures for personnel and administrative functions, including accounting, information technology, human resources, legal and administration. The general and administrative expenses in 2017 were Rmb2.2 million.

Apart from the general and administrative expenses of Rmb2.3 million, components of net loss of Rmb6.6 million for the year ended December 31, 2018 were interest income of Rmb5.4 million, and gain on dissolution of subsidiaries of Rmb1.3 million, offset by net realized loss on marketable securities of Rmb1.8 million, unrealized loss on marketable securities of Rmb8.4 million, and interest expense of Rmb0.8 million.

Apart from the general and administrative expenses of Rmb2.2 million, components of net profit of Rmb6.5 million for the year ended December 31, 2017 were interest income of Rmb5.4 million, dividend income of Rmb0.1 million and gain on dissolution of subsidiaries of Rmb6.5 million, partial offset by net realized loss on marketable securities of Rmb0.2 million, unrealized loss on marketable securities of Rmb2.3 million and interest expense of Rmb0.8 million.

Results of Operations: Fiscal year ended December 31, 2017 compared with fiscal year ended December 31, 2016

For 2017, the Company recorded consolidated net profit of Rmb6.5 million, or Rmb0.73 per share. By comparison, the net profit and the earnings per share in 2016 were Rmb0.6 million and Rmb0.07, respectively.

The Rmb2.2 million of loss from operating activities mainly represented the administrative expenses incurred for the year ended December 31, 2017. General and administrative expenses were comprised of expenditures for personnel and administrative functions, including accounting, information technology, human resources, legal and administration. The general and administrative expenses in 2016 were Rmb2.7 million.

Apart from the general and administrative expenses of Rmb2.2 million, components of net profit of Rmb6.5 million for the year ended December 31, 2017 were interest income of Rmb5.4 million, dividend income of Rmb0.1 million and gain on dissolution of subsidiaries of Rmb6.5 million, partial offset by net realized loss on marketable securities of Rmb0.2 million, unrealized loss on marketable securities of Rmb2.3 million and interest expense of Rmb0.8 million.

Apart from the general and administrative expenses of Rmb2.7 million, components of net profit of Rmb0.6 million for the year ended December 31, 2016 were interest income of Rmb2.6 million, unrealized gain on marketable securities of Rmb2.4 million and an exchange gain of Rmb0.2 million, partial offset by net realized loss on marketable securities of Rmb1.2 million and interest expense of Rmb0.7 million.

Impact of Inflation

Inflation and deflation in the PRC and Hong Kong has not had a material effect on our past operating results.

 

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Impact of Tax Regulations

For the impact of tax regulations on the Company, see Note 6 to the Consolidated Financial Statements of the Company included in “Item 17. Financial Statements”.

B. LIQUIDITY AND CAPITAL RESOURCES

For 2018, cash for financing the operations of the Company was principally obtained through the disposal of marketable securities. During 2017 and 2018, the Company still saw a continuation of challenging financial and economic conditions. The global economy continued to face uncertainties while the growths have slowed down. As such, the Company will take a judicious approach in managing the Group’s investments portfolio. Despite the tough market environment, the Company continues to revisit its business strategy and composition of its investments portfolio.

The Company’s working capital, calculated as current assets less current liabilities, remained at a similar level in 2018 and 2017. Working capital was Rmb480.0 million as of December 31, 2018 and was Rmb453.9 million as of December 31, 2017.

Over the last few years, cash flow for financing the operations of the Company was primarily obtained from the disposal of marketable securities. As at December 31, 2018, the Company still held approximately Rmb14.3 million of marketable securities. In 2018, the Company had net cash provided by operating activities of approximately Rmb2.3 million compared with approximately Rmb2.7 million in 2017. The operating cash inflows were mainly caused by changes in operating assets and liabilities. The net cash provided by investing activities in 2018 was approximately Rmb0.8 million compared with approximately Rmb8.5 million in 2017. The investing cash inflows were mainly related to the advances from an unrelated party and proceeds from marketable securities, partially offset by decrease in payables to securities brokers in 2018.

Other than the acquisition of 40% of the shares of Million Cube as described in Item 4 of this Form 20-F, no transactions, arrangements or other relationships with unconsolidated entities or other persons that are reasonably likely to affect materially the liquidity or the availability of or requirement for capital resources of the Company have been entered into during 2018. In management’s opinion, the Company has sufficient cash and cash equivalents, notes receivable and trading securities to support its working capital for its present requirements.

For the years ended December 31, 2017 and 2018, the Company had no expenditures for property, plant and equipment.

Cash and cash equivalents of the Company increased to Rmb502.5 million at December 31, 2018 from approximately Rmb474.0 million at December 31, 2017, of which Rmb498.9 million (approximately US$72.6 million) were U.S. dollar deposits included in cash and cash equivalents.

There are no material restrictions, including foreign exchange controls, on the ability of the Company’s subsidiaries to transfer funds to the Company in the form of cash dividends, loans, advances or product/material purchases. See “Dividend Policy” under Item 8 below for more information.

For related party information, please see “Item 7. Major Shareholders and Related Party Transactions” in this Annual Report. In the opinion of management, these related party transactions have no material effect on the Company’s liquidity or cash flows.

C. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES

The Company does not conduct any research and development and does not rely on any patents or licenses.

D. TREND INFORMATION

Following the disposal of its entire interest in Hangzhou Zhongce in 2011 and the acquisition of 40% of the shares of Million Cube in 2015 (please refer to Item 4 for details), the Company continues to position itself as a conglomerate investor in China and anticipates that it will maintain its conservative and cautious investment posture in the coming year and to continue its efforts to explore new investment opportunities with the view to magnify shareholders’ value.

E. OFF-BALANCE SHEET ARRANGEMENTS

For the year of 2018, the Company did not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial conditions, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources. Additionally, the Company had not undertaken any guarantees as of December 31, 2018.

 

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F. CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS

As of December 31, 2018 and 2017, the Company did not have any contractual obligations and commercial commitments.

 

ITEM 6.

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A. DIRECTORS AND SENIOR MANAGEMENT

 

Name

   Age     

Position

   Since  

Allan Yap

     63      Chairman, Chief Executive Officer and Director      2001  

Eva Chan Ling

     53      Deputy Chairman and Director      2004  

Dorothy Law

     49      Director      2000  

Richard Whittall

     60      Independent Director and Audit Committee Member      2000  

Lien Kait Long

     71      Director      1999  

Sin Chi Fai

     59      Independent Director and Audit Committee Member      2010  

Ken Lau

     47      Chief Financial Officer      2014  

There is no family relationship between any director or executive officer listed above and any other director or executive officer listed above. None of the directors or executive officers was elected or appointed pursuant to an arrangement or understanding with any third party.

Biographies of Directors and Senior Management

Dr. Allan Yap, age 63, is the chairman, chief executive officer and a director of the Company. He holds an honorary degree of Doctor of Laws and has over 30 years’ experience in finance, investment and banking. Dr. Yap is a substantial shareholder, the chairman and an executive director of Master Glory Group Limited (“Master Glory”), he is also the chairman and executive director of Rosedale Hotel Holdings Limited (“Rosedale”), both are publicly listed companies in Hong Kong. Dr. Yap is an executive chairman of Hanwell Holdings Limited (formerly known as PSC Corporation Limited) and Tat Seng Packaging Group Limited, both are publicly listed companies in Singapore. He was also the chairman and chief executive officer of Burcon NutraScience Corporation, a company whose shares are listed on the Toronto Stock Exchange in Canada, NASDAQ Stock Exchange in the United States and the Frankfurt Stock Exchange in Germany, and resigned on January 15, 2019. He was also the chairman of MRI Holdings Limited, which had been deregistered on February 28, 2015. Dr. Yap had been an executive chairman of Intraco Limited, a public listed company in Singapore, and resigned on December 6, 2012. He was also an executive director of See Corporation Limited and Shaw Brothers Holdings Limited (formerly known as Meike International Holdings Limited) and a non-executive director of SMI Holdings Group Limited, all are publicly listed companies in Hong Kong, and resigned on June 13, 2011, October 25, 2016 and November 28, 2017 respectively. Dr. Yap was an alternate director of Television Broadcasts Limited, a listed company in Hong Kong, and resigned on December 29, 2015. Dr. Yap was appointed as the chairman and chief executive officer of the Company on December 1, 2004.

Ms. Chan Ling, Eva, age 53, is a deputy chairman and a director of the Company. She has over 30 years’ experience in auditing, accounting and finance in both international accounting firms and listed companies. Ms. Chan is a member of the Chartered Accountants Australia and New Zealand, a fellow of the Association of Chartered Certified Accountants and a practicing member of the Hong Kong Institute of Certified Public Accountants. Ms. Chan is currently the managing director of Rosedale. She was also a director of MRI Holdings Limited, which had been deregistered on February 28, 2015. She had been an executive director of China Strategic Holdings Limited, and an independent non-executive director of Well Way Group Limited (now known as Global Mastermind Holdings Limited), both are publicly listed companies in Hong Kong, and resigned on June 1, 2014 and June 23, 2014 respectively. Ms. Chan was appointed as deputy chairman of the Company on December 1, 2004, and resigned on January 15, 2019.

Ms. Law, Dorothy, age 49, is a director of the Company. She received her Bachelor of Commerce and Bachelor of Laws degrees from the University of British Columbia in Canada. Ms. Law is a Barrister and Solicitor licensed to practice law in British Columbia and she has also been admitted as a Solicitor of the High Court of Hong Kong (non-practicing). Ms. Law is Senior Vice President, Legal and Corporate Secretary of Burcon NutraScience Corporation.

Mr. Richard Whittall, age 60, is an independent director and the chairman of the audit committee of the Company. He is the President of 0979146 BC Ltd, an investment holding company, based in Vancouver, British Columbia. Mr. Whittall has over 23 years’ experience in investment banking, advising domestic and international companies in the areas of fund raising, mergers, acquisitions, divestitures and strategic business alliances. Mr. Whittall currently serves as a director of a number of public and private companies, including GVIC Communications Corp. and Canadian General Investments Limited.

 

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Mr. Lien Kait Long, age 71, is a director of the Company. Mr. Lien holds a bachelor’s degree in commerce and is a fellow member of the Institute of Singapore Chartered Accountants (ISCA) and CPA Australia. He has extensive experience in finance, corporate management and business investment. He has held a number of senior management positions as well as executive directorships in various public and private corporations in Singapore, Hong Kong and China. Mr. Lien currently serves as an independent director on the board of several Singapore and Chinese Companies listed on the Singapore Exchange Securities Trading Limited. He was also a director of MRI Holdings Limited, which had been deregistered on February 28, 2015.

Mr. Sin Chi Fai, age 59, is appointed an independent director and an audit committee member of the Company on June 9, 2010. Mr. Sin obtained a diploma in Banking from The Hong Kong Polytechnic (now known as The Hong Kong Polytechnic University). He has over 19 years’ experience in banking field and sales and marketing experience in information technology industries. Mr. Sin currently serves as an independent non-executive director of Rosedale and Master Glory, both are publicly listed companies in Hong Kong. Mr. Sin is also currently a director and shareholder of a Singapore company engaged in the distribution of data storage media and computer-related products throughout Asia.

Mr. Ken Lau, aged 47, was appointed as the Chief Financial Officer of the Company on May 15, 2014. Mr. Lau is a member of CPA Australia and a certificate holder of American Institute of Certified Public Accountants. He has over 20 years of progressive accounting experience through management roles for a variety of public and private multinational corporations.

B. COMPENSATION

For the year ended December 31, 2018, the aggregate amount of compensation paid by the Company and its subsidiaries to the Company’s directors and executive officers, for service in all capacities, was approximately Rmb843,397 (approximately US$122,667). The grant of bonuses is determined at the discretion of the board of directors. No bonuses were granted or paid in the year 2018.

The following table summarizes the compensation received by our executive and non-executive directors and senior management for the year 2018.

 

Name

   Total
Salary (USD) 		     Total
Salary (Rmb) 		 

Executive Director

     

Allan Yap

     20,000        137,510  

Eva Chan Ling

     20,000        137,510  

Non-Executive Director

     

Dorothy Law

     20,000        137,510  

Lien Kait Long

     20,000        137,510  

Richard Whittall

     20,000        137,510  

Sin Chi Fai

     7,282        50,067  

Senior Management

Ken Lau

     15,385        105,780  

No officer or director received any non-cash compensation in 2018.

C. BOARD PRACTICES

The 2019 annual general meeting of the Company will be held as soon as practicable, and the shareholders of the Company will be asked to re-elect the directors in the forthcoming annual general meeting of the Company. Shareholders will receive proxy materials for such meeting as required by Bermuda law.

No director of the Company has entered into any service contract nor is entitled to any benefits upon termination of service with the Company.

The audit committee of the board of directors reviews, acts on and reports to the board of directors with respect to various auditing and accounting matters, including the selection of our auditors, the scope of the annual audits, fees to be paid to the auditors, the performance of the auditors and our accounting practices. During the year 2018 and as of the date of this filing, the audit committee of the Company consisted of Mr. Richard Whittall and Mr. Sin Chi Fai.

D. EMPLOYEES

As of December 31, 2016, 2017 and 2018, the Company had no employees other than the senior management identified above.

 

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E. SHARE OWNERSHIP

As of December 31, 2018, none of the Company’s directors, officers or their associates had any personal, family, corporate or other interests in any shares of the Company or any of its associated corporations, other than Dr. Yap and Mr. Sin, the Chairman and a director, respectively, of Master Glory Group Limited.

 

ITEM 7.

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A. MAJOR SHAREHOLDERS

Based on filings on Schedule 13G under the Exchange Act and public announcements/circulars/annual reports of Master Glory pursuant to the Listing Rules of HKSE, as of December 31, 2018, the following persons beneficially owned shares representing 5% or more of the issued share capital of the Company:

 

Name of holder

   Number of shares
held 		     Percentage of class  

Master Glory Group Limited (1)

     2,610,600        28.95 % 

 

(1)

Formerly known as Hanny Holdings Limited. On June 29, 2018, Master Glory disclosed in its annual report 2017-2018 that it holds an equity interest of 28.95% in the issued share capital of the Company as of March 31, 2017 and 2018.

Neither of the shareholders listed in the table above have different voting rights than the Company’s shareholders generally.

According to the shareholders list provided to the Company by its transfer agent, there were 40 shareholders (representing all issued common stock of 9,017,310 shares) of record of the Company’s common stock as of March 31, 2019.

B. RELATED PARTY TRANSACTIONS

The Company entered into the following related party transactions:

 

     2017      2018      2018  
     Rmb’000      Rmb’000      USD’000  

Due from:

        

Master Glory Group Limited

     154        163        24  
  

 

 

    

 

 

    

 

 

 
     154        163        24  
  

 

 

    

 

 

    

 

 

 

China Strategic Holdings Limited (“CSH”), a public company listed on the HKSE was the Company’s ultimate parent company before its completion of a group reorganization in May 2006 following which the Company became a wholly-owned subsidiary of Group Dragon Investments Limited (“GDI”), a then equity method affiliate of Master Glory. In June 2006, Master Glory acquired a controlling interest in GDI and became the parent company. On December 8, 2006, Master Glory became a subsidiary of ITC Corporation Limited (“ITC”), a public company listed on HKSE and, as a result, ITC became the ultimate parent company. On May 18, 2007, Master Glory was ceased to be a subsidiary of ITC and became the ultimate parent of the Company until 2008 when Master Glory reduced its equity interest in the Company. Following the completion of the distribution of its Master Glory shares to its shareholders in November 2010, ITC’s interests in Master Glory dropped from 42% to 0.1%. As of December 31, 2018, Master Glory held a 28.95% equity interest in the Company, as disclosed in its annual report 2017-2018.

As of December 31, 2018 and 2017, the amount due from related party was unsecured, non-interest bearing and had no fixed repayment terms.

In addition, as of December 31, 2018 and 2017, the Company held a 6.17% equity interest in Rosedale. Dr. Yap serves as chairman of Rosedale, Ms. Chan serves as its managing director and Mr. Sin serves as an independent non-executive director of Rosedale.

 

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ITEM 8.

FINANCIAL INFORMATION

A. CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION

See the Consolidated Financial Statements to the Company included in “Item 17. Financial Statements” of this Annual Report.

Legal Proceedings

The Company is not currently involved in any legal or arbitration proceedings.

Dividend Policy

On July 3, 2001, the board of directors of the Company announced that the Company would suspend the declaration and payment of any quarterly dividend until the profitability of the Company and its subsidiaries reached an acceptable level. During 2016, 2017 and 2018, no dividend was declared or paid by the Company. Any future determination to pay a dividend to shareholders of the Company will depend on the Company’s results of operations and financial condition, and other factors deemed relevant by its board of directors.

Since the Company is a holding company, its ability to pay dividends depends substantially on its receipt of distributions from its subsidiaries. Applicable Chinese laws and regulations require that, before a Sino-foreign equity joint venture enterprise (such as each PRC subsidiary) distributes profits to investors, it must: (1) satisfy all tax liabilities; (2) provide for losses in previous years; and (3) make allocations, in proportions determined at the sole discretion of the board of directors, to a general reserve fund and an enterprise expansion fund. During 2016, 2017 and 2018, no distribution of dividends was made from any subsidiary to the Company.

B. SIGNIFICANT CHANGES

Not applicable.

 

ITEM 9.

THE LISTING

Since November 26, 2002, the Company’s common stock has traded on the OTC Pink Marketplace under the stock symbol “CSHEF”. The OTC Pink Marketplace is a regulated quotation service that displays real-time quotes, last sale prices and volume information in over-the-counter equity securities for companies that are registrants with the SEC. Prior to that, the Company’s common stock traded on the New York Stock Exchange, or NYSE, under the symbol “CSH”. However, the trading was suspended on September 27, 2002 by the NYSE for the failure of the Company to meet the NYSE’s continuing listing standards. Effective December 30, 2002, the common stock of the Company was removed from listing on the NYSE.

The following table sets forth, for the periods indicated, the high and low closing sale prices of the common stock as reported by the OTC Pink Marketplace from January 1, 2014 to December 31, 2018.

 

Year Ended

   High
(US$) 		     Low
(US$) 		 

December 31, 2018

     0.25        0.06  

December 31, 2017

     0.30        0.05  

December 31, 2016

     0.19        0.10  

December 31, 2015

     0.35        0.15  

December 31, 2014

     0.40        0.15  

 

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The following table sets forth the high and low closing sale prices for the common stock as reported during each of the quarters in the two-year period ended December 31, 2018 and each of the most recent periods.

 

Quarter Ended

   High
(US$) 		     Low
(US$) 		 

March 31, 2019

     0.08        0.06  

December 31, 2018

     0.09        0.06  

September 30, 2018

     0.08        0.06  

June 30, 2018

     0.25        0.06  

March 31, 2018

     0.24        0.07  

December 31, 2017

     0.30        0.05  

September 30, 2017

     0.30        0.17  

June 30, 2017

     0.30        0.13  

March 31, 2017

     0.13        0.12  

The following table sets forth the high and low closing sale prices for the common stock as reported during each of the most recent six months.

 

Month Ended

   High
(US$) 		     Low
(US$) 		 

March 31, 2019

     0.08        0.07  

February 28, 2019

     0.08        0.06  

January 31, 2019

     0.06        0.06  

December 31, 2018

     0.09        0.06  

November 30, 2018

     0.06        0.06  

October 31, 2018

     0.06        0.06  

 

ITEM 10.

ADDITIONAL INFORMATION

A. SHARE CAPITAL

Not Applicable

B. MEMORANDUM AND ARTICLES OF ASSOCIATION

For a summary of the Company’s Memorandum and Articles of Association, see Item 10 of the Company’s Form 20-F for the year ended December 31, 2001, which summary is incorporated by reference herein.

C. MATERIAL CONTRACTS

See “Item 4 - Information of the Company - A. History and Development of the Company” for a discussion of the definitive agreement between Wealth Faith and Fortuneasy relating to the acquisition of 40% of the shares of Million Cube.

D. EXCHANGE CONTROLS

Certain Foreign Issuer Considerations

The Company has been designated as a non-resident for exchange control purposes by the Bermuda Monetary Authority, Foreign Exchange Control, whose permission for the issue of shares of common stock of the Company has been obtained. The transfer of shares between persons regarded as resident outside Bermuda for exchange control purposes and the issue of shares to or by such persons may be effected without specific consent under the Exchange Control Act of 1972 and regulations thereunder. Issues and transfers of shares involving any person regarded as resident in Bermuda for exchange control purposes require specific prior approval under the Exchange Control Act of 1972.

There are no limitations on the rights of non-Bermuda owners of the Company’s common stock to hold or vote their shares. Because the Company has been designated as a non-resident for Bermuda exchange control purposes, there are no restrictions on its ability to transfer funds in and out of Bermuda or to pay dividends to United States residents who are holders of the Company’s common stock, other than in respect of local Bermuda currency.

 

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In accordance with Bermuda law, share certificates are only issued in the names of corporations or individuals. In the case of an applicant acting in a special capacity (for example, as an executor or trustee), certificates may, at the request of the applicant, record the capacity in which the applicant is acting. Notwithstanding the recording of any such special capacity, the Company is not bound to investigate or incur any responsibility in respect of the proper administration of any such estate or trust. The Company will take no notice of any trust applicable to any of its shares whether or not it had notice of such trust.

As an exempted company, the Company is exempt from Bermuda laws restricting the percentage of share capital that may be held by non-Bermudan persons, but as an exempted company the Company may not participate in certain business transactions, including: (1) the acquisition or holding of land in Bermuda (except land required for business and held by way of lease or tenancy for terms of not more than 21 years) without the express authorization of the Bermuda legislature; (2) the taking of mortgages on land in Bermuda to secure an amount in excess of US$50,000 without the consent of the Minister of Finance of Bermuda; (3) the acquisition of securities created or issued by, or any interest in, any local company or business, other than certain types of Bermuda government securities or securities of another exempted company, partnership or other corporation resident in Bermuda but incorporated abroad; or (4) the carrying on of business of any kind in Bermuda, except in furtherance of the business of the Company carried on outside Bermuda or under a license granted by the Minister of Finance of Bermuda.

The Bermuda government actively encourages foreign investment in exempted entities like the Company that are based in Bermuda but do not operate in competition with local business. In addition to having no restrictions on the degree of foreign ownership, the Company is subject neither to taxes on its income or dividends nor to any foreign controls in Bermuda. In addition, there is no capital gains tax in Bermuda, and profits can be accumulated by the Company, as required, without limitation.

E. TAXATION

The following discussion is a summary of certain tax consequences of an investment in the Company’s common stock under Bermuda tax laws, British Virgin Islands (“BVI”) tax laws and U.S. federal income tax laws. The discussion does not deal with all possible tax consequences relating to an investment in the common stock and does not purport to deal with the tax consequences applicable to all categories of investors, some of which (such as dealers in securities, insurance companies and tax-exempt entities) may be subject to special rules. In particular, the discussion does not address the tax consequences under state, local and other laws (e.g., non-Bermuda, non-BVI, non-U.S. federal tax laws). This discussion is based upon laws and relevant interpretations thereof in effect as of the date of this Annual Report, all of which are subject to change.

Bermuda Taxation

The Company is incorporated in Bermuda. Under current Bermuda law, the Company is not subject to tax on income or capital gains, and no Bermuda withholding tax will be imposed upon payments of dividends by the Company to its shareholders.

The United States does not have a comprehensive income tax treaty with Bermuda.

As an exempted company, the Company is required to pay to the Bermuda government an annual registration fee calculated on a sliding-scale basis by reference to its assessable capital, that is, its authorized capital plus any share premium.

BVI Taxation

The Company has certain of its subsidiaries incorporated under the laws of the BVI. Pursuant to the rules and regulations of the BVI, these subsidiaries are not subject to any income tax in the BVI.

Under the International Business Companies Act of the BVI, as currently in effect, a holder of common stock who is not a resident of BVI is exempt from BVI income tax on dividends paid with respect to the common stock and all holders of common stock are not liable for BVI income tax on gains realized during that year on sale or disposal of such shares; BVI does not impose a withholding tax on dividends paid by a company incorporated under the International Business Companies Act.

There are no capital gains, gift or inheritance taxes levied by the BVI on companies incorporated under the International Business Companies Act. In addition, the common stock is not subject to transfer taxes, stamp duties or similar charges.

There is no income tax treaty or convention currently in effect between the United States and the BVI.

 

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Certain Material U.S. Federal Income Tax Consequences

Taxation of Shareholders

The following is a summary of certain material U.S. federal income tax consequences to U.S. holders (as defined below) relating to the purchase, ownership, and disposition of the Company’s common stock. This discussion is based upon current provisions of the Internal Revenue Code of 1986, as amended (the “Code”), Treasury regulations promulgated thereunder, rulings, pronouncements, judicial decisions, and administrative interpretations of the Internal Revenue Service (the “IRS”), in each case as in effect and publicly available on the date hereof, all of which are subject to change and differing interpretation, possibly on a retroactive basis, at any time by legislative, judicial, or administrative action. We cannot assure you that the IRS will not challenge the conclusions stated below or that a court will not find in the IRS’s favor. No legal opinion from U.S. counsel or ruling from the IRS has been (or will be) sought on any of the matters discussed herein. The discussion set forth below is limited to U.S. holders who hold the Company’s common stock as a capital asset within the meaning of Section 1221 of the Code.

The following discussion does not purport to be a complete analysis of all the potential U.S. federal income tax effects relating to the purchase, ownership, and disposition of the Company’s common stock. Without limiting the generality of the foregoing, this discussion does not address the effect of any rules applicable to U.S. holders that are subject to special treatment under the U.S. federal income tax laws, including, without limitation: traders and dealers in securities or currencies; insurance companies; financial institutions, banks, and thrifts; regulated investment companies, real estate investment trusts, controlled foreign corporations, passive foreign investment companies, and holders of interests in such entities; tax-exempt entities; U.S. persons whose functional currency is not the U.S. dollar; U.S. expatriates; persons who hold the Company’s common stock as part of a straddle, hedge, conversion transaction, or other risk reduction or integrated investment transaction; persons subject to the alternative minimum tax; holders of securities that elect to use a mark-to-market method of accounting for their securities holdings; individual retirement accounts, qualified pension plans, other retirement plans, and tax-deferred accounts; and pass-through entities, including partnerships and Subchapter S corporations, and beneficial owners of interests in such pass-through entities. Finally, this discussion does not address the effect of any: U.S. state or local tax laws, U.S. federal tax laws other than U.S. federal income tax laws, or foreign tax laws.

The following discussion of certain material U.S. federal income tax considerations is for general information only. It is not tax advice. Each prospective investor should consult its own tax advisor regarding the particular U.S. federal, state, local and foreign tax consequences of purchasing, holding, and disposing of the Company’s common stock, including the consequences of any proposed change in applicable laws.

U.S. Holder

For purposes of this discussion, the term “U.S. holder” means a beneficial owner of the Company’s common stock that is for U.S. federal income tax purposes:

 

  •  

an individual who is a citizen or resident of the United States, including an alien individual who is a lawful permanent resident of the United States or who meets the “substantial presence” test under Section 7701(b) of the Code;

 

  •  

a corporation or other entity taxable for U.S. federal income tax purposes as a corporation created or organized in or under the laws of the United States, any state thereof, or the District of Columbia;

 

  •  

an estate the income of which is subject to U.S. federal income taxation regardless of its source; or

 

  •  

a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust, or if a valid election is in effect under applicable Treasury regulations to treat the trust as a U.S. person.

Passive Foreign Investment Company (“PFIC”)

The Company generally will be a PFIC if, for a taxable year, (a) 75% or more of the gross income of the Company for such taxable year is passive income or (b) 50% or more of the assets held by the Company either produce passive income or are held for the production of passive income. “Gross income” generally includes all sales revenues less the cost of goods sold, plus income from investments and from incidental or outside operations or sources. “Passive income” includes, for example, dividends, interest, certain rents and royalties, certain gains from the sale of stock and securities, and certain gains from commodities transactions.

For purposes of the PFIC income and asset test described above, if the Company owns, directly or indirectly, 25% or more of the total value of the outstanding shares of another foreign corporation, the Company will be treated as if it (a) held a proportionate share of the assets of such other foreign corporation and (b) received directly a proportionate share of the income of such other foreign corporation. The PFIC rules are extremely complex, and U.S. Holders should consult their own U.S. tax advisors concerning the application of the PFIC rules.

 

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The Company believes it was classified as a PFIC during the tax year ended December 31, 2018, and based on current business plans and financial expectations, the Company believes that it may be a PFIC in subsequent tax years. The determination of whether any foreign corporation was, or will be, a PFIC for a tax year depends, in part, on the application of complex U.S. federal income tax rules, which are subject to differing interpretations. In addition, whether any corporation will be a PFIC for any tax year depends on the assets and income of such corporation over the course of each such year and, as a result, cannot be predicted with certainty as of the date of this document.

In any year in which the Company is classified as a PFIC, a U.S. holder will be required to file an annual report with the IRS containing such information as Treasury Regulations and IRS guidance may require.

Default PFIC Rules Under Section  1291 of the Code

If the Company is a PFIC, the U.S. federal income tax consequences to a U.S. holder of the acquisition, ownership, and disposition of the Company’s common stock will depend on whether such U.S. holder makes an election to treat the Company as a “qualified electing fund” under Section 1295 of the Code (a “QEF Election”), A U.S. holder that does not make a QEF Election will be referred to in this summary as a “Non-Electing U.S. holder.”

A Non-Electing U.S. holder will be subject to the rules of Section 1291 of the Code with respect to any gain on the disposition of the Company’s common stock and any “excess” distribution paid on the Company’s common stock.

Under Section 1291 of the Code, any gain recognized on the sale or other disposition of the Company’s common stock, and any excess distribution paid on such common stock, must be ratably allocated to each day in a Non-Electing U.S. holder’s holding period for such common stock. The amount of any such gain or excess distribution allocated to prior years of such Non-Electing U.S. holder’s holding period will be subject to U.S. federal income tax at the highest tax applicable to ordinary income in each such prior year. A Non-Electing U.S. holder will be required to pay interest on the resulting tax liability for each such prior year, calculated as if such tax liability had been due in each such prior year. The amount of any such gain or excess distribution allocated to the current year of such Non-Electing U.S. holder’s holding period for the Company’s common stock will be treated as ordinary income in the current year (but will not qualify for the preferential dividend rate previously discussed), and no interest charge will be incurred with respect to the resulting tax liability for the current year.

If the Company is a PFIC for any taxable year during which a Non-Electing U.S. holder holds the Company’s common stock, the Company will continue to be treated as a PFIC with respect to such Non-Electing U.S. holder, regardless of whether the Company ceases to be a PFIC in one or more subsequent years. A Non-Electing U.S. holder may terminate this deemed PFIC status by electing to recognize gain (which will be taxed under the rules of Section 1291 of the Code discussed above) as if such common stock were sold on the last day of the last taxable year for which the Company was a PFIC.

QEF Election

A U.S. holder that makes a QEF Election generally will not be subject to the rules of Section 1291 of the Code discussed above. However, a U.S. holder that makes a QEF Election will be subject to U.S. federal income tax annually on such U.S. holder’s pro rata share of (a) “net capital gain” of the Company, which will be taxed as capital gain to such U.S. holder, and (b) the “ordinary earnings” of the Company, which will be taxed as ordinary income to such U.S. holder, regardless of whether such amounts are actually distributed to such U.S. holder by the Company. A U.S. holder that makes a QEF Election may, subject to certain limitations, elect to defer payment of current U.S. federal income tax on such amounts, subject to an interest charge. In addition, a U.S. holder that makes a QEF Election generally will recognize capital gain or loss on the sale or other taxable disposition of the Company’s common stock, as long as the U.S. holder always had a QEF election in effect.

Each U.S. holder should consult its own U.S. tax advisors regarding the advisability of, and procedure for making, a QEF Election. However, U.S. holders should be aware that the Company did not satisfy record keeping requirements that apply to a qualified electing fund for its tax year ended December 31, 2018 and there can be no assurance that the Company will in future satisfy record keeping requirements that apply to a qualified electing fund, or that the Company will supply U.S. holders with information that such U.S. shareholders require to report under the QEF Election rules, in the event that the Company is a PFIC and a U.S. shareholder wishes to make a QEF Election. Thus, U.S. holders may not be able to make a QEF Election with respect to the Company’s common stock.

Distributions on the Company’s Common Stock

Generally, and subject to the discussion above concerning PFICs, a U.S. holder that receives a distribution, including a constructive distribution, with respect to the Company’s common stock will be required to include the amount of such distribution in gross income as a dividend (without reduction for any foreign income tax withheld from such distribution) to the extent of the current or accumulated “earnings and profits” of the Company (as determined under U.S. tax principles). To the extent that a distribution exceeds the current and accumulated “earnings and profits” of the Company, such distribution will be treated (a) first, as a tax-free return of capital to the extent of a U.S. holder’s tax basis in the Company’s common stock and, (b) thereafter, as gain from the sale or exchange of such common stock. (See more detailed discussion at “Disposition of the Company’s Common Stock” below.) However, the Company may not maintain the calculations of earnings and profits in accordance with U.S. federal income tax principles, and each U.S. holder should therefore assume that any distribution by the Company with respect to the Company’s common stock will constitute ordinary dividend income. Dividends received on the Company’s common stock generally will not be eligible for the “dividends received deduction” or eligible for the preferential tax rates applicable to long-term capital gains for dividends received by individuals.

 

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Disposition of the Company’s Common Stock

Subject to the discussion of the PFIC rules, above, a U.S. holder will recognize gain or loss on the sale or other taxable disposition of the Company’s common stock in an amount equal to the difference, if any, between (a) the amount of cash plus the fair market value of any property received and (b) such U.S. holder’s adjusted basis in the Company’s common stock sold or otherwise disposed of. Any such gain or loss generally will be capital gain or loss, which will be long-term capital gain or loss if the Company’s common stock is held for more than one year.

Although preferential tax rates currently apply to long-term capital gains of a U.S. holder that is an individual, estate, or trust, such preferential tax rates are not available if the Company is a PFIC, unless a “qualified electing fund” (“QEF”) election is timely made, as described above. Deductions for capital losses and net capital losses are subject to limitations.

Foreign Tax Credit

A U.S. holder who pays (whether directly or through withholding) foreign income tax with respect to the Company’s common stock may be entitled, at the election of such U.S. holder, to receive either a deduction or a credit for such foreign income tax paid. This election is made on a year-by-year basis and applies to all foreign taxes paid (whether directly or through withholding) by a U.S. holder during such year.

The foreign tax credit is subject to complex limitations, including the general limitation that the credit cannot exceed the proportionate share of a U.S. holder’s U.S. federal income tax liability that such U.S. holder’s “foreign source” taxable income bears to such U.S. holder’s worldwide taxable income. Generally, dividends paid by a foreign corporation should be treated as foreign source for this purpose, and gains recognized on the sale of stock of a foreign corporation by a U.S. holder generally should be treated as U.S. source for this purpose.

Receipt of Foreign Currency

The amount of any distribution paid to a U.S. holder in foreign currency, or on the sale, exchange or other taxable disposition of the Company’s common stock, generally will be equal to the U.S. dollar value of such foreign currency based on the exchange rate applicable on the date of receipt (regardless of whether such foreign currency is converted into U.S. dollars at that time). A U.S. holder will have a basis in the foreign currency equal to its U.S. dollar value on the date of receipt. Any U.S. holder who converts or otherwise disposes of the foreign currency after the date of receipt may have a foreign currency exchange gain or loss that would be treated as ordinary income or loss, and generally will be U.S. source income or loss for foreign tax credit purposes.

Unearned Medicare Income Tax

Certain individuals, estates and trusts whose income exceeds certain thresholds will be required to pay a 3.8% Medicare surtax on “net investment income” including, among other things, dividends and net gain from dispositions of property other than property held in a trade or business.

Legislative Uncertainty

A number of items of legislation have been proposed or are expected to soon be proposed that could significantly alter certain of the U.S. federal income tax consequences of an investment in the Company. It is uncertain whether any such proposed legislation (or other legislation that would impact the Company or a U.S. holder) will be enacted. Prospective investors should consult their own tax advisors regarding proposed legislation.

Information Reporting; Backup Withholding Tax

The Foreign Account Tax Compliance Act (“FATCA”) generally requires that individuals that hold certain specified foreign financial assets worth in excess of certain thresholds of US$50,000 or more, depending on the individual’s circumstances, report such ownership to the IRS using IRS Form 8938. The definition of specified foreign financial assets includes not only financial accounts maintained in foreign financial institutions, but also, unless held in accounts maintained by a financial institution, any stock or security issued by a non-U.S. person, any financial instrument or contract held for investment that has an issuer or counterparty other than a U.S. person and any interest in a foreign entity. A U.S. holder may be subject to this reporting requirement unless such holder’s Company common stock is held in an account at a domestic financial institution. The penalty for failing to file Form 8938 is substantial.

 

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Payments of dividends made on, and proceeds arising from certain sales or other taxable dispositions of, the Company’s common stock generally will be subject to information reporting and backup withholding tax, at the rate of 28%, if a U.S. holder (a) fails to furnish such U.S. holder’s U.S. taxpayer identification number (generally on Form W-9), (b) furnishes an incorrect U.S. taxpayer identification number, (c) is notified by the IRS that such U.S. holder has previously failed to properly report items subject to backup withholding tax, or (d) fails to certify, under penalty of perjury, that such U.S. holder has furnished its correct U.S. taxpayer identification number and that the IRS has not notified such U.S. holder that it is subject to backup withholding tax. U.S. holders that are corporations generally are excluded from these information reporting and backup withholding tax rules. Any amounts withheld under the U.S. backup withholding tax rules will be allowed as a credit against a U.S. holder’s U.S. federal income tax liability, if any, or will be refunded, if such U.S. holder furnishes required information to the IRS.

F. DIVIDENDS AND PAYING AGENTS

Not applicable.

G. STATEMENTS BY EXPERTS

Not applicable.

H. DOCUMENTS ON DISPLAY

The Company is subject to certain of the information reporting requirements of the Exchange Act. The Company, as a “foreign private issuer,” is exempt from the rules and regulations under the Exchange Act prescribing the furnishing and content of proxy statements, and the officers, directors and principal shareholders of the Company are exempt from the reporting and “short-swing” profit recovery provisions contained in Section 16 of the Exchange Act, with respect to their purchase and sale of the Company’s shares. In addition, the Company is not required to file reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. However, the Company does file with the SEC an Annual Report on Form 20-F containing consolidated financial statements audited by an independent accounting firm.

Documents concerning us that are referred to herein may be inspected at the Company’s offices at Unit 703, 7/F, 1063 King’s Road, Quarry Bay, Hong Kong. You may read and copy any document that the Company files with the SEC at its public reference facilities at 100 F Street, N.E., Washington, D.C. 20549. You may also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the SEC at 100 F Street, N.E., Washington, D.C. 20549. The SEC also maintains a web site that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. The address of this web site is http://www.sec.gov. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference facilities.

 

  ITEM 11.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is exposed to fluctuations in interest rates and currency exchange rates primarily with respect to any borrowings it may make and to our operating results. Under its current policies, the Company does not use interest rate derivative instruments to manage exposure to interest rate changes.

Equity Price Risk

The Company’s investments in equity securities expose it to changes in equity prices. The table below sets forth the Company’s exposure to equity securities as of December 31, 2018 and 2017.

Prior to January 1, 2018, the Company accounted for marketable equity securities that were not designated as trading securities as available-for-sale securities. They were held at fair value with unrealized gains and losses, net of tax, reported in accumulated other comprehensive gain or losses. Any unrealized losses that were deemed other-than-temporary were included in current period earnings and removed from accumulated other comprehensive gain or losses.

Trading securities refer to equity securities that are bought and held principally for the purpose of selling them in the near term, and are reported at fair value, with unrealized gains and losses included in earnings. The fair value of the Company’s investments in trading securities is based on the quoted market price on the last business day of the fiscal year.

Available-for-sale securities consist of quoted equity securities that are not designated as trading securities. They are held at fair value with unrealized gains and losses, net of tax, reported in accumulated other comprehensive gain or losses. Any unrealized losses that are deemed other-than-temporary are included in current period earnings and removed from accumulated other comprehensive gain or losses.

On January 1, 2018, the Company adopted ASU 2016-01. The carrying value of the Company’s marketable equity securities is adjusted to fair value for observable transactions for identical or similar investments of the same issuer or impairment (referred to as the measurement alternative). All gains and losses on marketable equity securities, realized and unrealized, are recognized in non-operating income (expenses).

 

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Realized gains and losses on investment securities are included in current period earnings. For purposes of computing realized gains and losses, the cost basis of each investment sold is generally based on the average cost method.

The Company regularly evaluates whether the decline in fair value of available-for-sale securities is other-than-temporary and objective evidence of impairment could include:

 

  •  

The severity and duration of the fair value decline;

 

  •  

Deterioration in the financial condition of the issuer; and

 

  •  

Evaluation of the factors that could cause individual securities to have an other-than-temporary impairment.

No such other-than-temporary decline in fair value was recognized during the years ended December 31, 2018 and 2017.

 

     2017      2018      2018  
     Rmb’000      Rmb’000      US$’000  

Marketable securities:

        

Equity securities listed in Hong Kong:

        

Adjusted cost

     69,319        64,228        9,342  

Unrealized losses

     (44,975 )       (48,272 )       (7,022 ) 

Exchange differences

     2,018        (1,676 )       (243 ) 
  

 

 

    

 

 

    

 

 

 

Total at fair value

     26,362        14,280        2,077  

Less: classified as non-current marketable securities

     16,798        9,324        1,356  
  

 

 

    

 

 

    

 

 

 
     9,564        4,956        721  
  

 

 

    

 

 

    

 

 

 

Exchange Rate Risk

The Consolidated Financial Statements are prepared in Renminbi. The financial statements of foreign subsidiaries are translated into Renminbi in accordance with ASC Topic 830, Foreign Currency Matters.

The Hong Kong dollar is tied to and allowed to fluctuate within a narrow range against the value of the U.S. dollar. Historically, there has been no material fluctuation in the exchange rate between the Renminbi and the U.S. dollar and restrictions were set on the flow of Renminbi between the PRC and the United States. Starting on July 21, 2005, the PRC shifted to a managed floating exchange rate regime based on market supply and demand with reference to a basket of other currencies. The Renminbi is no longer pegged to the U.S. dollar.

Fluctuations in the value of foreign currencies cause U.S. dollar translated amounts to change in comparison with previous periods. However, the fluctuation in exchange rates did not have material effect on the financial position of the Company in the past three years.

Foreign Currency Risk

As our major assets and liabilities are comprised of a mixture of items denominated in Renminbi, U.S. dollars and Hong Kong dollars, our business and operating results may be materially affected in the event of a severe increase or decrease in the value of Renminbi against other currencies. If Renminbi appreciates against U.S. dollars/Hong Kong dollars, our operating expenses and net income may be affected depending upon the then composition of our assets and liabilities.

Historically, both Hong Kong dollars and Renminbi were pegged to U.S. dollars. As a result, the exchange rate of U.S. dollars/Hong Kong dollars to Renminbi fluctuated within a narrow range. However, on July 21, 2005, the PBOC adjusted the exchange rate of U.S. dollars to Renminbi from 1:8.27 to 1:8.11, resulting in an approximately 2% appreciation in the value of Renminbi against U.S. dollars. As Hong Kong dollars are pegged to U.S. dollars, such adjustment has effectively resulted in an approximately 2% appreciation in the value of Renminbi against the Hong Kong dollar.

On June 19, 2010, the PBOC released a statement indicating that it would “proceed further with reform of the Renminbi exchange rate regime and increase the Renminbi exchange rate flexibility.” There remains significant international pressure on the PRC government to adopt a substantial liberalization of its currency policy, which could result in a further and more significant appreciation in the Renminbi’s value against the U.S. dollars. On March 17, 2014, the PBOC announced that the Renminbi exchange rate flexibility increased to 2% in order to proceed further with reform of the Renminbi exchange rate regime. These could result in a further and more significant floatation in the Renminbi’s value against the U.S. dollars.

 

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On August 11, 2015, the PBOC cut the Renminbi’s reference rate by 1.9 percent, sparking the sharpest fall in the currency since the dollar peg ended in 2005. The move by the PBOC comes amid growing signs of a deepening slowdown in the mainland economy. The PBOC said that the reference rate move was a one-time adjustment, and it will strengthen the market’s role in the fixing of the rate and promote the convergence of the onshore and offshore rates.

Through 2016 the Renminbi continued its significant depreciation. This depreciation halted in 2017, and the Renminbi appreciated against the U.S. dollar during this one-year period. The exchange rate of the RMB against U.S. Dollar as of December 31, 2018, 2017 and 2016 were 6.8755, 6.5063 and 6.9430, respectively. With the development of the foreign exchange market and progress towards interest rate liberalization and Renminbi internationalization, the PRC government may in the future announce further changes to the exchange rate system and there is no guarantee that the Renminbi will not appreciate or depreciate significantly in value against the U.S. dollar in the future. It is difficult to predict how market forces or PRC or U.S. government policy may impact the exchange rate between the Renminbi and the U.S. dollar in the future.

For more details, see “RISK FACTORS — FLUCTUATIONS IN THE VALUE OF THE RENMINBI COULD NEGATIVELY IMPACT OUR RESULTS OF OPERATIONS”.

As of December 31, 2018, the Company had no open forward contracts or option contracts. The Company’s cash and cash equivalents as of December 31, 2018 was Rmb502.5 million of which approximately Rmb498.9 million equivalents (approximately US$72.6 million) were held in U.S. dollar deposits.

Interest Rate Risk

The Company’s interest income is sensitive to changes in interest rates. However, the amount of interest income has been immaterial to the Company.

The Company did not have any short-term or long-term debt which bore a floating interest rate as of December 31, 2018 or 2017.

The Company will be exposed to interest rate fluctuations on its cash on hand and any new borrowings under any new loan facility and any change in interest rate could affect its results of operations and cash flows.

Credit Risk

As of December 31, 2018 and 2017, approximately 99.3% and 98.8%, respectively, of the Company’s cash is maintained with one bank within Taiwan. To protect the interest of depositors, Taiwan introduced deposit insurance which provides maximum compensation of NT$3 million (approximately Rmb652,000) per depositor if a bank becomes bankrupt. The Company has not experienced any losses due to the bank failure and monitors the soundness and the credit ratings of the bank on a periodic basis. Thus, the Company believes it is currently not exposed to any material risks on its bank deposits with the bank.

 

ITEM 12.

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Not applicable.

PART II

 

ITEM 13.

DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

There has been no material default in the payment of principal or interest or other material default requiring disclosure pursuant to this item. There have been no arrears in the payment of dividends or other material delinquency requiring disclosure pursuant to this item.

 

ITEM 14.

MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS

There has been no material modification to the rights of security holders required to be disclosed pursuant to this item.

 

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ITEM 15.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Management of the Company, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures, as defined in Exchange Act Rule 13a-15(e) and 15d-15(e), as of the end of the period covered by this Annual Report on Form 20-F. Based upon this evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that, as of December 31, 2018, the Company’s disclosure controls and procedures are effective as they are sufficient to ensure that the information that the Company is required to disclose in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms. The Company develops a set of procedures and controls that will allow it to meet such time periods specified in the SEC rules and forms and to ensure that information required to be disclosed by it in its reports is accumulated and communicated to its management, including the Company’s principal executive and principal financial officers, to allow timely decisions regarding required disclosure.

Management’s Annual Report on Internal Control over Financial Reporting

The directors and management of the Company are responsible for establishing and maintaining adequate internal control over our financial reporting. The Company’s internal control over financial reporting is a process designed under the supervision of the our Chief Executive Officer and Chief Financial Officer to provide reasonable assurance, but not absolute assurance, regarding the reliability of financial reporting and the preparation of its published financial statements. Internal control over financial reporting includes policies and procedures that:

 

  1.

Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

 

  2.

Provide reasonable assurance that transactions are recorded as necessary to permit the preparation of financial statements in accordance with the generally accepted accounting principles;

 

  3.

Provide reasonable assurance that receipts and expenditures are being made only in accordance with the authorizations of management and directors of the Company; and

 

  4.

Provide reasonable assurance that unauthorized acquisition, use or disposition of Company assets that could have a material effect on our financial statements will be prevented or detected in a timely manner.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurances, but not absolute assurances, with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may decline.

Our management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2018 based on the criteria established in the updated framework in the Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 1992 and updated in May 2013 issued by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO. Based on the assessment, management has concluded that our internal control over financial reporting was effective as of December 31, 2018. This Annual Report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Our independent registered public accounting firm has not conducted an audit of our internal control over financial reporting pursuant to the rules of the SEC that permit the Company to provide only management’s report in this Annual Report on Form 20-F.

There have been no changes in the Company’s internal control over financial reporting during the period covered by this Annual Report on Form 20-F that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

ITEM 16A

    AUDIT COMMITTEE FINANCIAL EXPERT

As the Company’s common stock is not currently listed on a U.S. national securities exchange, the Company is not obligated per any exchange rules to have an audit committee of the board of directors. The Company has, however, had an Audit Committee for many years and continues to do so. As of December 31, 2018, the Company’s Board of Directors has determined that the two members of the Audit Committee, Mr. Richard Whittall and Mr. Sin Chi Fai, do not qualify as “audit committee financial experts” as defined by Item 401(h) of Regulation S-K adopted pursuant to the Exchange Act. The Company is currently in the process of seeking a qualified financial expert for the audit committee.

 

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ITEM 16B

    CODE OF ETHICS

The Company has adopted a Code of Ethics for the Chief Executive and Senior Financial Officers, which applies to the Company’s principal executive officer and to its principal financial and accounting officers. A copy of the Code of Ethics is filed as Exhibit 14.1 to this Annual Report on Form 20-F.

 

ITEM 16C

    PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table presents the aggregate fees for services rendered by our principal external auditors, for the years indicated below:

 

     2018      2017  
     US$’000      US$’000  

Audit Fees

     93        90  

Audit-Related Fees

     —          —    

Tax Fees

     —          —    

All Other Fees

     —          —    
  

 

 

    

 

 

 

Total

     93        90  
  

 

 

    

 

 

 

Audit fees means the aggregate fees in each of the fiscal years listed for professional services rendered by our principal auditors for the audit of our annual consolidated financial statements or services that are normally provided by the auditors in connection with statutory and regulatory filings or engagements. Services comprising the fees disclosed under this category also involve principally limited reviews performed on our consolidated financial statements and the audits of the annual financial statements of our subsidiaries and affiliated companies.

Audit-related fees means the aggregate fees in each of the fiscal years listed for assurance and related services by our principal auditors that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit fees”.

The Audit Committee members are responsible for the review of the quality and performance of external auditors. The Audit Committee has adopted a policy regarding pre-approval of audit and permissible non-audit services provided by our independent auditors. Under the policy, the Audit Committee pre-approves all auditing services. The engagement of Centurion ZD CPA & Co. as independent registered public accounting firm has been approved by the Audit Committee. If the Audit Committee approves an audit service within the scope of the engagement of the audit service, such audit service is deemed to have been pre-approved.

 

ITEM 16D

    EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

As the Company’s common stock is not listed on a U.S. national securities exchange, the information called for by Part II, Item 16D of the Form 20-F is not applicable.

 

ITEM 16E

    PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

The Company has not made any repurchases of its equity securities during the period covered by this report.

 

ITEM 16F

    CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

There were no changes to our certifying accountants for the year ended December 31, 2018.

 

ITEM 16G

    CORPORATE GOVERNANCE

Not applicable.

 

ITEM 16H

    MINE SAFETY DISCLOSURE

Not applicable.

 

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PART III

 

ITEM 17.

FINANCIAL STATEMENTS

See the Index to the Consolidated Financial Statements accompanying this report beginning page F-1.

 

ITEM 18.

FINANCIAL STATEMENTS

Not applicable.

 

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ITEM 19.

EXHIBITS

The following exhibits are filed as part of this Annual Report:

 

Exhibit

Number

 

Description

1   Memorandum and Articles of Association (incorporated by reference to Exhibit 1 to the Company’s Form 20-F for the fiscal year ended December 31, 2001, Document Control Number: 02048962) (P)
8*   Subsidiaries of the Company
11(1)   Code of Ethics for Chief Executive and Senior Financial Officers (incorporated by reference to Exhibit   14(1) to the Company’s Form  20-F for the fiscal year ended December  31, 2014)
12(1)*   Certification of the CEO of the Company pursuant to Rule  13a-14(a) of the Securities Exchange Act of 1934, as amended
12(2)*   Certification of the CFO of the Company pursuant to Rule  13a-14(a) of the Securities Exchange Act of 1934, as amended
13(1)*   Certification of the CEO of the Company pursuant to Section  906 of the Sarbanes-Oxley Act of 2002
13(2)*   Certification of the CFO of the Company pursuant to Section  906 of the Sarbanes-Oxley Act of 2002
101.INS*   XBRL Instance Document
101.SCH*   XBRL Taxonomy Extension Schema Document
101.CAL*   XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*   XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*   XBRL Taxonomy Extension Label Linkbase Document
101.PRE*   XBRL Taxonomy Extension Presentation Linkbase Document

 

*

Filed herewith

(P)

Paper filing

Table of Contents

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Annual Report on its behalf.

 

China Enterprises Limited

(Registrant)

/s/ Ken Lau

KEN LAU
Chief Financial Officer

Date: April 30, 2019

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Table of Contents

Report of Independent Registered Public Accounting Firm

TO THE BOARD OF DIRECTORS AND SHAREHOLDERS OF

CHINA ENTERPRISES LIMITED

 

 

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of China Enterprises Limited (“Company”) and subsidiaries as of December 31, 2018 and 2017, and the related consolidated statements of comprehensive income (loss), changes in stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2018, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2018 and 2017, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2018, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Centurion ZD CPA & Co.

Centurion ZD CPA & Co. (as successor to Centurion ZD CPA Limited)

We have served as the Company’s auditor since 2016.

Hong Kong, China

April 30, 2019

 

F - 2

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CHINA ENTERPRISES LIMITED

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(Amounts in thousands, except number of shares and per share data)

 

     Year ended December 31,  
     2016     2017     2018     2018  
     Rmb     Rmb     Rmb     US$  

Operating activities

        

General and administrative expenses

     (2,732 )      (2,163 )      (2,322 )      (338 ) 

Non-operating income (expenses):

        

Dividend income

     —         97       —         —    

Interest income

     2,617       5,422       5,360       780  

Interest expense

     (682 )      (778 )      (830 )      (121 ) 

Gain on dissolution of subsidiaries (note 5)

     —         6,460       1,301       189  

Net realized loss on marketable securities

     (1,258 )      (229 )      (1,787 )      (260 ) 

Unrealized gain (loss) on marketable securities still held at the balance sheet date

     2,424       (2,264 )      (8,368 )      (1,217 ) 

Exchange gain (loss)

     244       —         (2 )      —    
  

 

 

   

 

 

   

 

 

   

 

 

 

Profit (loss) before income tax

     613       6,545       (6,648 )      (967 ) 

Income tax expense (note 6)

     —         —         —         —    
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss)

     613       6,545       (6,648 )      (967 ) 
  

 

 

   

 

 

   

 

 

   

 

 

 

Other comprehensive income (loss), net of tax

        

Foreign currency translation adjustment

     47,437       (50,891 )      34,203       4,975  

Change in unrealized (losses) gain

     (2,968 )      2,066       —         —    
  

 

 

   

 

 

   

 

 

   

 

 

 

Net change

     44,469       (48,825 )      34,203       4,975  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total comprehensive income (loss)

     45,082       (42,280 )      27,555       4,008  
  

 

 

   

 

 

   

 

 

   

 

 

 

Earnings (Loss) per common share 

        

Basic and diluted

     0.07       0.73       (0.74 )      (0.11 ) 
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average number of shares used in the calculation of earnings per common share

        

Basic and diluted

     9,017,310       9,017,310       9,017,310       9,017,310  
  

 

 

   

 

 

   

 

 

   

 

 

 

See accompanying notes to consolidated financial statements.

 

F - 3

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CHINA ENTERPRISES LIMITED

CONSOLIDATED BALANCE SHEETS

(Amounts in thousands, except number of shares and their par values)

 

     As of December 31,  
     2017     2018     2018  
     Rmb     Rmb     US$  

ASSETS

      

Current assets:

      

Cash and cash equivalents

     473,954       502,541       73,091  

Prepaid expenses and other current assets

     139       216       31  

Due from related party (note 11)

     154       163       24  

Marketable securities (notes 3 and 8)

     9,564       4,956       721  
  

 

 

   

 

 

   

 

 

 

Total current assets

     483,811       507,876       73,867  

Non-marketable investment (note 4)

     166,760       175,680       25,552  

Marketable securities (notes 3 and 8)

     16,798       9,324       1,356  
  

 

 

   

 

 

   

 

 

 

Total assets

     667,369       692,880       100,775  
  

 

 

   

 

 

   

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

      

Current liabilities:

      

Payables to securities brokers (note 12)

     7,084       4,718       686  

Other payable

     1,592       2,353       342  

Accrued liabilities

     1,348       1,574       229  

Other taxes payable

     2,753       2,753       400  

Income taxes payable

     17,135       16,470       2,395  
  

 

 

   

 

 

   

 

 

 

Total current liabilities

     29,912       27,868       4,052  
  

 

 

   

 

 

   

 

 

 

Total liabilities

     29,912       27,868       4,052  
  

 

 

   

 

 

   

 

 

 

Commitments and contingencies (note 9)

      

Shareholders’ equity:

      

Common stock - par value US$0.01 per share 50,000,000 shares authorized; 9,017,310 shares issued and outstanding (note 7)

     770       770       112  

Additional paid-in capital

     1,000,958       1,000,958       145,584  

Accumulated other comprehensive income

     1,661       33,913       4,932  

Accumulated deficit

     (365,932 )      (370,629 )      (53,905 ) 
  

 

 

   

 

 

   

 

 

 

Total shareholders’ equity

     637,457       665,012       96,723  
  

 

 

   

 

 

   

 

 

 

Total liabilities and shareholders’ equity

     667,369       692,880       100,775  
  

 

 

   

 

 

   

 

 

 

See accompanying notes to consolidated financial statements.

 

F - 4

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CHINA ENTERPRISES LIMITED

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(Amounts in thousands, except number of shares)

 

     Common
Stock 		     Common
Stock 		     Additional
paid-in
Capital 		     Accumulated
other
comprehensive
income / (losses) 		    Accumulated
deficit 		    Total  
     Number      Rmb      Rmb      Rmb     Rmb     Rmb  

Balance at January 1, 2016

     9,017,310      770        1,000,958        6,017       (373,090 )      634,655  

Net income

     —          —          —          —         613       613  

Foreign currency translation adjustment

     —          —          —          47,437       —         47,437  

Unrealized loss on available-for-sale securities

     —          —          —          (2,968 )      —         (2,968 ) 
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Balance at December 31, 2016

     9,017,310        770        1,000,958        50,486       (372,477 )      679,737  

Net income

     —          —          —          —         6,545       6,545  

Foreign currency translation adjustment

     —          —          —          (50,891 )      —         (50,891 ) 

Unrealized gain on available-for-sale securities

     —          —          —          2,066       —         2,066  
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Balance at December 31, 2017

     9,017,310        770        1,000,958        1,661       (365,932 )      637,457  

Net loss

     —          —          —          —         (6,648 )      (6,648 ) 

Foreign currency translation adjustment

     —          —          —          34,203       —         34,203  

Reclassification from adoption of ASU 2016-01

     —          —          —          (1,951 )      1,951       —    
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Balance at December 31, 2018

     9,017,310        770        1,000,958        33,913       (370,629 )      665,012  
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Balance at December 31, 2018 (in US$)

        112        145,584        4,932       (53,905 )      96,723  
     

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

See accompanying notes to consolidated financial statements.

 

F - 5

Table of Contents

CHINA ENTERPRISES LIMITED

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands)

 

     Year ended December 31,  
     2016     2017     2018     2018  
     Rmb     Rmb     Rmb     US$  

Cash flows from operating activities:

        

Net income (loss)

     613       6,545       (6,648 )      (967 ) 

Adjustments to reconcile net income to net cash (used in) provided by operating activities:

        

Net gain on dissolution of subsidiaries (note 5)

     —         (6,460 )      (1,301 )      (189 ) 

Net realized loss on marketable securities

     1,258       229       1,787       260  

Unrealized (gain) loss on marketable securities still held at the balance sheet date

     (2,424 )      2,264       8,368       1,217  

Changes in operating assets and liabilities:

        

Prepaid expenses and other current assets

     —         —         (68 )      (10 ) 

Accrued liabilities

     118       131       149       21  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net cash (used in) provided by operating activities

     (435 )      2,709       2,287       332  
  

 

 

   

 

 

   

 

 

   

 

 

 

Cash flows provided by from investing activities:

        

Repayment from an unrelated party

     145       417       —         —    

Advances from an unrelated party

     —         —         650       95  

Decrease in due from related parties

     183       —         —         —    

Purchases of marketable securities

     (6,933 )      —         —         —    

Proceeds from marketable securities

     16,079       7,273       2,820       410  

Increase (decrease) in payables to securities brokers

     683       781       (2,640 )      (384 ) 
  

 

 

   

 

 

   

 

 

   

 

 

 

Net cash provided by investing activities

     10,157       8,471       830       121  
  

 

 

   

 

 

   

 

 

   

 

 

 

Effect of exchange rate change

     34,423       (37,080 )      25,470       3,704  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease) in cash and cash equivalents

     44,145       (25,900 )      28,587       4,157  

Cash and cash equivalents, beginning of year

     455,709       499,854       473,954       68,934  
  

 

 

   

 

 

   

 

 

   

 

 

 

Cash and cash equivalents, end of year

     499,854       473,954       502,541       73,091  
  

 

 

   

 

 

   

 

 

   

 

 

 

Supplemental schedule of cash flow information:

        

Income taxes paid

     —         —         —         —    

Interest paid

     682       778       830       121  
  

 

 

   

 

 

   

 

 

   

 

 

 

See accompanying notes to consolidated financial statements.

 

F - 6

Table of Contents

CHINA ENTERPRISES LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except number of shares,

per share data and unless otherwise stated)

 

1.

ORGANIZATION AND PRINCIPAL ACTIVITIES

China Enterprises Limited (the “Company”) was incorporated in Bermuda on January 28, 1993. Its common stock trades on the OTC (Over-the-Counter) Securities Marketplace in the United States of America (the “US”).

The accompanying financial statements include the financial statements of the Company and its wholly owned subsidiaries which primarily consist of Million Good Limited (“Million Good”, incorporated in the British Virgin Islands, “BVI”, principally engaged in investment holding), Wealth Faith Limited (“Wealth Faith”, incorporated in the BVI, principally engaged in investment holding), Cosmos Regent Limited (“Cosmos Regent”, incorporated in the BVI, principally engaged in investment holding), Cyber Generation Limited (“Cyber Generation”, incorporated in the BVI, principally engaged in investment holding). The Company and all of its subsidiaries are collectively referred to as the “Group”.

Based in Hong Kong, the Company has historically been engaged in tire manufacturing, trading and related businesses, and actively participated in the management of China-based companies in a variety of industries for strategic operating purposes.

As of January 1, 2010, the Company had a 26% equity interest in Hangzhou Zhongce Rubber Co., Limited (“HZ”, located in Hangzhou, Zhejiang Province, the PRC). HZ and its consolidated subsidiaries (the “PRC entities”) are engaged in the manufacture of rubber tires in the PRC.

On November 28, 2011, the Company sold all of its ownership interests in HZ to CZ Tire Holdings Limited, an independent third party company incorporated in the British Virgin Islands.

 

F - 7

Table of Contents

CHINA ENTERPRISES LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except number of shares,

per share data and unless otherwise stated)

 

1.

ORGANIZATION AND PRINCIPAL ACTIVITIES - continued

 

Following the disposal of all of its interest in the tire business in 2011, the Company had no revenue producing businesses and began actively seeking new investment opportunities, including entering into an agreement through its wholly owned subsidiary to purchase a 40% equity interest in Million Cube Limited (“Million Cube”) in 2012. Million Cube has acquired a 45% equity interest and corresponding shareholder loans of Paragon Winner Company Limited (“Paragon”). Paragon was formed to invest in a joint venture that is developing a golf course, hotel and resort complex at Sanya City in the PRC. On March 27, 2015, the Company closed on the acquisition of Million Cube.

The Company has continued to seek new strategic investment opportunities in the PRC, including Hong Kong. Apart from the golf resort business, the Company is also looking at other potential investments and has a long term goal to build a platform of value-added and productive businesses under the strategic direction of the Company whereby it can exercise significant influence over the financial and operating decisions of its investees for financial returns.

 

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

  (a)

Basis of Presentation

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

 

  (b)

Basis of Consolidation

The Company consolidates all entities in which it is the primary beneficiary of variable interests in variable interest entities and entities in which it has a controlling financial interest. The Company did not have a variable interest in any variable interest entity during the periods presented.

The consolidated financial statements include the assets, liabilities, revenue and expenses of the Company and its consolidated subsidiaries. All intercompany balances and transactions have been eliminated on consolidation.

 

F - 8

Table of Contents

CHINA ENTERPRISES LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except number of shares,

per share data and unless otherwise stated)

 

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

 

  (c)

Cash and Cash Equivalents

The Company considers cash on hand, demand deposits with banks, and highly liquid investments with original maturities of three months or less when purchased to be cash and cash equivalents.

 

  (d)

Marketable Securities

The Company’s marketable equity securities are publicly traded stocks measured at fair value and classified within Level 1 in the fair value hierarchy because it uses quoted prices for identical assets in active markets. The classification of marketable securities is based on the Company’s intent, which is re-evaluated periodically, with respect to those securities. The Company classifies those marketable equity securities in current assets when these securities are bought and held principally for the purpose of selling them in the near term and represent investments of cash available for current operations. These investments are reported at fair value, with unrealized gains and losses included in earnings.

Prior to January 1, 2018, the Company accounted for marketable equity securities that were not designated as trading securities as available-for-sale securities. They were held at fair value with unrealized gains and losses, net of tax, reported in accumulated other comprehensive gain or losses. Any unrealized losses that were deemed other-than-temporary were included in current period earnings and removed from accumulated other comprehensive gain or losses.

On January 1, 2018, the Company adopted ASU 2016-01. The carrying value of the Company’s marketable equity securities is adjusted to fair value for observable transactions for identical or similar investments of the same issuer or impairment (referred to as the measurement alternative). All gains and losses on marketable equity securities, realized and unrealized, are recognized in non-operating income (expenses).

The Company adopted ASU 2016-01 prospectively on its marketable securities. Upon adoption, the Company reclassified Rmb1,951 net unrealized gains related to marketable equity securities from accumulated other comprehensive income to opening accumulated deficit.

No impairment loss had been recorded for the years ended December 31, 2018 and 2017.

 

F - 9

Table of Contents

CHINA ENTERPRISES LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except number of shares,

per share data and unless otherwise stated)

 

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

 

  (e)

Non-marketable Investment

The Company’s non-marketable equity securities are investments in privately held companies without readily determinable fair values. The Company does not have significant influence over these investees.

Prior to January 1, 2018, the Company accounted for its non-marketable equity securities at cost and only adjusts for other-than-temporary declines in fair value and distributions of earnings. An impairment loss was recognized in the consolidated statements of operations equal to the excess of the investment’s cost over its fair value at the balance sheet date of the reporting period for which the assessment was made. The fair value would then become the new cost basis of investment.

On January 1, 2018, the Company adopted ASU 2016-01 which changed the way it accounts for non-marketable securities. The carrying value of the Company’s non-marketable equity securities is adjusted to fair value for observable transactions for identical or similar investments of the same issuer or impairment (referred to as the measurement alternative). All gains and losses on non-marketable equity securities, realized and unrealized, are recognized in non-operating income (expenses).

The Company adopted ASU 2016-01 prospectively on its non-marketable investment, which did not have a material impact on the Company’s financial condition or results of operations.

No impairment loss had been recorded for the years ended December 31, 2018 and 2017.

 

  (f)

Income Taxes

Deferred income taxes are recognized for temporary differences between the tax basis of assets and liabilities and their reported amounts in the consolidated financial statements and unutilized tax loss carry forwards by applying enacted statutory tax rates applicable to future years. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided in accordance with the laws of the relevant taxing authorities.

The Company adopted ASC Topic 740, Income Taxes , which clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. The interpretation prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740 also provides accounting guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.

 

F - 10

Table of Contents

CHINA ENTERPRISES LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except number of shares,

per share data and unless otherwise stated)

 

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

 

  (g)

Foreign Currencies

The functional currency of the Company and its Hong Kong domiciled subsidiaries is Hong Kong dollars. The Company has elected Renminbi as its reporting currency.

Foreign currency transactions are translated into the functional currencies of the Company and its subsidiaries at the applicable exchange rates prevailing at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated into functional currencies using the applicable exchange rates prevailing at the respective balance sheet dates. Exchange differences are included in the consolidated statements of operations.

Assets and liabilities of the Company and its subsidiaries domiciled in Hong Kong have been translated into Renminbi at the rates of exchange prevailing at the balance sheet dates and all income and expense items are translated into Renminbi at the average rates of exchange over the year. Exchange differences resulting from the translation have been recorded as a component of comprehensive losses.

The translation of Renminbi amounts into US$ amounts are included solely for the convenience of readers and have been made at US$1.00 = RMB 6.8755, the noon buying rate from the Federal Reserve Bank of New York on December 31, 2018. No representation is made that the Renminbi amounts could have been, or could be, converted into United States dollar at that rate or at any other rate.

 

  (h)

Earnings (Loss) Per Share

Basic earnings (loss) per share is computed by dividing net income by the weighted-average number of common shares outstanding during the year. The Company did not have dilutive potential common share equivalents during fiscal 2016, 2017 and 2018.

 

  (i)

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses for the years presented. Actual results may differ from those estimates. Significant estimates in these financial statements that are susceptible to change as more information becomes available are collectability of receivables, valuation allowances for deferred tax assets and impairment with respect to i) marketable securities and ii) non- marketable investment.

 

F - 11

Table of Contents

CHINA ENTERPRISES LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except number of shares,

per share data and unless otherwise stated)

 

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

 

  (j)

Financial Instruments

The Company recognizes all derivative instruments on the balance sheet at fair value with changes in fair values reported in the consolidated statements of operations.

The Company’s financial instruments that are exposed to concentration of credit risk consist primarily of its cash and cash equivalents, and amounts due from related parties. The Company has reviewed the credit worthiness and financial position of its related parties for credit risks associated with amounts due from them. These entities have good credit standing and the Company does not expect to incur significant losses on advances provided to these entities.

 

  (k)

Comprehensive Income

Comprehensive income represents changes in equity resulting from transactions and other events and circumstances from non-owner sources. Comprehensive income consists of net income (loss) and the foreign exchange differences arising from translation to the reporting currency and unrealized gains and losses on available-for-sale securities.

 

  (l)

Recently Issued Accounting Pronouncements

In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-02, Leases (Topic 842). The new standard establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The adoption of this ASU did not have a significant impact on the Company’s consolidated financial statements.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326), which requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early application will be permitted for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The adoption of this ASU did not have a significant impact on the Company’s consolidated financial statements.

 

F - 12

Table of Contents

CHINA ENTERPRISES LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except number of shares,

per share data and unless otherwise stated)

 

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

 

  ( l )

Recently Issued Accounting Pronouncements - continued

 

In August 2016, the FASB issued ASU No. 2016-15, Classification of Certain Cash Receipts and Cash Payments. ASU 2016-15 clarifies the presentation and classification of certain cash receipts and cash payments in the statement of cash flows. The amendments are an improvement to U.S. GAAP because they provide guidance for each of the eight issues, thereby reducing the current and potential future diversity in practice. This ASU is effective for public business entities for fiscal years, and interim periods within those years, beginning after December 15, 2017. The Company has adopted the guidance retrospectively to each period presented. The adoption does not have any material effect on the presentation of its consolidated statements of cash flows.

In October 2016, the FASB issued ASU No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory. This ASU improves the accounting for the income tax consequences of intra-entity transfers of assets other than inventory. For public business entities, the amendments in this update are effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within those annual reporting periods. The adoption of this ASU did not have a significant impact on the Company’s consolidated financial statements.

In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash. The guidance requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The standard is effective for fiscal years beginning after December 15, 2017, and interim period within those fiscal years. The Company has adopted the guidance retrospectively to each period presented. The adoption does not have any material effect on the presentation of its consolidated statements of cash flows.

In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, which clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The standard is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company has adopted the guidance effective January 1, 2018. The Company will evaluate the impact of adopting this standard prospectively upon any transactions of acquisitions or disposals of assets or businesses.

 

F - 13

Table of Contents

CHINA ENTERPRISES LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except number of shares,

per share data and unless otherwise stated)

 

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

 

  ( l )

Recently Issued Accounting Pronouncements - continued

 

In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment. The guidance removes Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The guidance should be adopted on a prospective basis for the annual or any interim goodwill impairment tests beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The adoption of this ASU did not have a significant impact on the Company’s consolidated financial statements.

Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s consolidated financial statements upon adoption.

 

F - 14

Table of Contents

CHINA ENTERPRISES LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except number of shares,

per share data and unless otherwise stated)

 

3.

MARKETABLE SECURITIES

 

     2017      2018      2018  
     Rmb      Rmb      US$  

Marketable securities:

        

Equity securities listed in Hong Kong:

        

Adjusted cost

     69,319        64,228        9,342  

Unrealized losses

     (44,975 )       (48,272 )       (7,022 ) 

Exchange differences

     2,018        (1,676 )       (243 ) 
  

 

 

    

 

 

    

 

 

 

Total at fair value

     26,362        14,280        2,077  

Less: classified as non-current marketable securities (Note 2(d))

     16,798        9,324        1,356  
  

 

 

    

 

 

    

 

 

 
     9,564        4,956        721  
  

 

 

    

 

 

    

 

 

 

As of the end of reporting period, the Company considers the declines in market value of its marketable securities in its investment portfolio not to be other than temporary in nature, therefore no impairment is recorded. Fair values were determined using closing prices of each individual security in the investment portfolio. When evaluating an investment for other-than-temporary impairment, the Company reviews factors such as the length of time and extent to which fair value has been below its cost basis, the financial condition of the issuer and any changes thereto, and the Company’s intent to sell, or whether it is more likely than not it will be required to sell, the investment before recovery of the investment’s cost basis. No impairment loss was recognized for the years presented.

 

F - 15

Table of Contents

CHINA ENTERPRISES LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except number of shares,

per share data and unless otherwise stated)

 

4.

NON- MARKETABLE INVESTMENT

On March 27, 2015, the Company closed on the acquisition of 40% interests in Million Cube. Million Cube is essentially an investment vehicle and without substantive operating activities of its own. Million Cube has only one investment in 45% of the issued capital and corresponding shareholder loans of Paragon, which was acquired in 2012 from ITC Properties Group Limited, a company incorporated in Bermuda and listed on the HKSE (“ITC Properties”). Paragon was incorporated in the BVI and engages in the development and operation of Sanya Sun Valley Golf Resort in Yalong Bay, Sanya China, PRC. Through the investments, the Company has effective held approximately 18% of interests in Paragon after the completion of its purchasing of 40% interest in Million Cube.

Although Wealth Faith had appointed one director to Million Cube’s board of directors, as there are no other operating activities in Million Cube, the Company has no significant influence over its investment in Million Cube and the substantive investment, which is the Company’s secondary investment in Paragon. As such, the Company records the investment in Million Cube at cost and adjusts for other-than-temporary declines in fair value and distributions of earnings. As of December 31, 2018, the carrying amount of the non-marketable investment was RMB 175,680 (HK$200,000).

The management of the Company considered that no impairment was required on its long-term investment because there was a significant appreciation of the underlying asset, a piece of land in Yalong Bay, held by Paragon.

The Company appointed a third party professional valuer to re-assess the current market value of that piece of land in Yalong Bay. In the opinion of the Company’s management, no impairment on the investment in non-marketable investment was required by the Company as of December 31, 2017 and 2018.

 

5.

DISSOLUTION OF SUBSIDIARIES

 

     2017      2018      2018  
     Rmb      Rmb      US$  

Net assets disposed of:

        

Other long term assets

     6        —          —    

Income taxes payable

     (6,466 )       (1,301 )       (189 ) 
  

 

 

    

 

 

    

 

 

 

Gain on dissolution of subsidiaries

     (6,460 )       (1,301 )       (189 ) 
  

 

 

    

 

 

    

 

 

 

During 2018, Orion Tire Corporation, a 60% owned subsidiary incorporated in United States, Ventures Kingdom Limited, a 100% owned subsidiary incorporated in BVI and Great Windfall Agents Limited, a 100% owned subsidiary incorporated in BVI were dissolved and a gain was recorded on dissolution.

During 2017, Orion (B.V.I.) Tire Corporation, a 60% owned subsidiary incorporated in BVI and Whole Good Limited, a 100% owned subsidiary incorporated in BVI, were dissolved and a gain was recorded on dissolution.

 

F - 16

Table of Contents

CHINA ENTERPRISES LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except number of shares,

per share data and unless otherwise stated)

 

6.

INCOME TAXES

The components of profit (loss) from operations before income tax are as follows:

 

     Year ended December 31,  
     2016      2017      2018      2018  
     Rmb      Rmb      Rmb      US$  

The PRC

     —          —          —          —    

All other jurisdictions

     613        6,545        (6,648 )       (967 ) 
  

 

 

    

 

 

    

 

 

    

 

 

 
     613        6,545        (6,648 )       (967 ) 
  

 

 

    

 

 

    

 

 

    

 

 

 
Income tax expense consists of:            
     Year ended December 31,  
     2016      2017      2018      2018  
     Rmb      Rmb      Rmb      US$  

Current

     —          —          —          —    

Deferred

     —          —          —          —    
  

 

 

    

 

 

    

 

 

    

 

 

 
     —          —          —          —    
  

 

 

    

 

 

    

 

 

    

 

 

 

Bermuda

The Company is incorporated under the laws of Bermuda and, under current Bermuda law, is not subject to tax on income or on capital gains. The Company has received an undertaking from the Ministry of Finance of Bermuda pursuant to the provisions of the Exempted Undertakings Tax Protection Amendment Act, 2011, as amended, that in the event that Bermuda enacts any legislation imposing tax computed on profits or income, including any dividend or capital gains withholding tax, or computed on any capital asset, gain or appreciation, or any tax in the nature of estate duty or inheritance tax, then the imposition of any such tax shall not be applicable to the Company or to any of its operations or the shares, debentures or other obligations of the Company until March 31, 2035. This undertaking is not to be construed so as to (i) prevent the application of any such tax or duty on such person as an ordinary resident in Bermuda; or (ii) prevent the application of any tax payable in accordance with the provision of the Land Tax Act, 1967 or otherwise payable in relation to any land leased to the Company in Bermuda.

 

F - 17

Table of Contents

CHINA ENTERPRISES LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except number of shares,

per share data and unless otherwise stated)

 

6.

INCOME TAXES - continued

 

British Virgin Islands (“BVI”)

The Company has certain of its subsidiaries incorporated under the laws of the BVI. Pursuant to the rules and regulations of the BVI, these subsidiaries are not subject to any income tax in the BVI.

Under the International Business Companies Act of the BVI as currently in effect, a holder of common stock who is not a resident of the BVI is exempt from BVI income tax on dividends paid with respect to the common stock and all holders of common stock are not liable for BVI income tax on gains realized during that year on sale or disposal of such shares; the BVI does not impose a withholding tax on dividends paid by a company incorporated under the International Business Companies Act.

There are no capital gains, gift or inheritance taxes levied by the BVI on companies incorporated under the International Business Companies Act. In addition, the common stock is not subject to transfer taxes, stamp duties or similar charges.

There is no income tax treaty or convention currently in effect between the United States and the BVI.

Hong Kong

The Company and certain of its subsidiaries are operating in Hong Kong and their income taxes have been calculated by applying a profits tax rate of 16.5% to the estimated taxable income earned in or derived from Hong Kong.

The tax positions for the years 2011 to 2018 may be subject to examination by the Hong Kong tax authorities.

PRC

The Company adopted the provisions of ASC Topic 740 effective January 1, 2007. The Group has made its assessment of the level of tax authority for each tax position (including the potential application of interest and penalties) based on the technical merits, and has measured the unrecognized tax benefits associated with the tax positions. Based on the evaluation by the Company, it is concluded that there are no significant uncertain tax positions requiring recognition in the financial statements.

The Company has no material unrecognized tax benefit which would favorably affect the effective income tax rate in future periods and does not believe that there will be any significant increases or decreases of unrecognized tax benefits within the next twelve months. The Company classifies interest and/or penalties related to income tax matters in income tax expense. As of December 31, 2017 and 2018, there is no interest and penalties related to uncertain tax positions.

 

F - 18

Table of Contents

CHINA ENTERPRISES LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except number of shares,

per share data and unless otherwise stated)

 

6.

INCOME TAXES - continued

 

According to the PRC Tax Administration and Collection Law, the statute of limitations is three years if the underpayment of taxes is due to computational errors made by the taxpayer or its withholding agent. The statute of limitations extends to five years under special circumstances, which are not clearly defined. In the case of a related party transaction, the statute of limitations is ten years. There is no statute of limitations in the case of tax evasion.

The tax impact of temporary differences gives rise to the following deferred tax asset and liability:

 

     2017      2018      2018  
     Rmb      Rmb      US$  

Current deferred tax asset:

        

Tax losses

     19,552        19,236        2,798  

Valuation allowances

     (19,552 )       (19,236 )       (2,798 ) 
  

 

 

    

 

 

    

 

 

 
     —          —          —    
  

 

 

    

 

 

    

 

 

 

Movement in valuation allowance:

 

     2017      2018      2018  
     Rmb      Rmb      US$  

At the beginning of the year

      19,285          19,552           2,844    

Current year movement

     267        (316 )       (46 ) 
  

 

 

    

 

 

    

 

 

 

At the end of the year

     19,552        19,236        2,798  
  

 

 

    

 

 

    

 

 

 

The Group has total tax operating loss carry forwards of RMB 118,496 and RMB 116,581 as of December 31, 2017 and 2018, respectively, which are available for offset against future profits that may be carried forward indefinitely. The valuation allowance refers to the estimated portion of the deferred tax assets that are not “more likely than not” to be realized.

The reconciliation of the effective income tax rate based on profit (loss) from operations before income taxes to the statutory income tax rates in Hong Kong is as follows:

 

     Year ended December 31,  
     2016     2017     2018  

Profits tax rate in Hong Kong

     16.5 %      16.5 %      16.5 % 

Permanent differences relating to non-taxable income and non-deductible expenses

     (27.4 %)      (18 %)      (16 %) 

Change in valuation allowance

     10.9 %      1.5 %      (0.5 %) 
  

 

 

   

 

 

   

 

 

 

Effective tax rate

     —         —         —    
  

 

 

   

 

 

   

 

 

 

 

F - 19

Table of Contents

CHINA ENTERPRISES LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except number of shares,

per share data and unless otherwise stated)

 

7.

CAPITAL STOCK

Share Capital

The Company did not issue any Common Stock for the years ended December 31, 2016, 2017 and 2018.

 

8.

FAIR VALUE MEASUREMENTS

Effective from January 1, 2008, the Company adopted ASC Topic 820, Fair Value Measurement and Disclosures , for all financial assets and liabilities and nonfinancial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis (at least annually). ASC Topic 820 defines fair value as the price that would be received to sell the asset or paid to transfer a liability (i.e. the “exit price”) in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and also considers assumptions that market participants would use when pricing the asset or liability.

Fair Value Hierarchy

ASC Topic 820 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC Topic 820 establishes three levels of inputs that may be used to measure fair value:

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices included within Level 1 that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

 

F - 20

Table of Contents

CHINA ENTERPRISES LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except number of shares,

per share data and unless otherwise stated)

 

8.

FAIR VALUE MEASUREMENTS - continued

 

The following table summarizes the Company’s financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2017 and 2018:

 

    

Quoted prices

In Active

Market for

Identical Assets

(Level 1)

Rmb

    

Significant

Other

Observable

Inputs

(Level 2)

Rmb

    

Significant

Unobservable

Inputs

(Level 3)

Rmb

    

Balance

as of

December 31,

2017

Rmb

    

Balance

as of

December 31,

2017

US$

 

Marketable securities

              

- Equity securities listed in Hong Kong

              

- Hotel operations

     18,866        —          —          18,866        2,900  

- Gaming, entertainment and tourist-related

     2,948        —          —          2,948        453  

- Property development and investment

     4,548        —          —          4,548        699  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total marketable securities

     26,362        —          —          26,362        4,052  

Less: classified as non-current marketable securities (Note 2(d))

     16,798        —          —          16,798        2,582  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total current marketable securities

     9,564        —          —          9,564        1,470  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

F - 21

Table of Contents

CHINA ENTERPRISES LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except number of shares,

per share data and unless otherwise stated)

 

8.

FAIR VALUE MEASUREMENTS - continued

 

    

Quoted prices

In Active

Market for

Identical Assets

(Level 1)

Rmb

    

Significant

Other

Observable

Inputs

(Level 2)

Rmb

    

Significant

Unobservable

Inputs

(Level 3)

Rmb

    

Balance

as of

December 31,

2018

Rmb

    

Balance

as of

December 31,

2018

US$

 

Marketable securities

              

- Equity securities listed in Hong Kong

              

- Hotel operations

     10,472        —          —          10,472        1,523  

- Gaming, entertainment and tourist-related

     3,808        —          —          3,808        554  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total marketable securities

     14,280        —          —          14,280        2,077  

Less: classified as non-current marketable securities (Note 2(d))

     9,324        —          —          9,324        1,356  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total current marketable securities

     4,956        —          —          4,956        721  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

F - 22

Table of Contents

CHINA ENTERPRISES LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except number of shares,

per share data and unless otherwise stated)

 

9.

COMMITMENTS AND CONTINGENCIES

There were no outstanding capital commitments as of December 31, 2017 or 2018.

 

10.

DISTRIBUTION OF PROFIT

 

  (a)

Dividends

The Company did not propose or pay any dividends on the outstanding Common Stock for the years ended December 31, 2016, 2017 and 2018.

 

  (b)

Profit appropriation

As of December 31, 2017 and 2018, the Company had no distributable reserves.

 

11.

RELATED PARTY BALANCES, TRANSACTIONS AND ARRANGEMENTS

Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party.

Other than those disclosed elsewhere in the consolidated financial statements, the Company had the following related party balances:

 

F - 23

Table of Contents

CHINA ENTERPRISES LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except number of shares,

per share data and unless otherwise stated)

 

11.

RELATED PARTY BALANCES, TRANSACTIONS AND ARRANGEMENTS - continued

 

Due from Related Party

 

     2017      2018      2018  
     Rmb      Rmb      US$  

Due from:

        

Master Glory Group Limited

     154        163        24  
  

 

 

    

 

 

    

 

 

 
     154        163        24  
  

 

 

    

 

 

    

 

 

 

As of December 31, 2017 and 2018, the Company held a 6.2% equity interest in Rosedale Hotel Holdings Limited, of which 48,660,424 shares were recorded as marketable securities. The carrying value of this investment was RMB18,866 and RMB10,472 as of December 31, 2017 and 2018. Dr. Allan Yap is the chairman and chief executive director of Rosedale.

As of December 31, 2017 and 2018, the amount due from related party was unsecured, non-interest bearing and had no fixed repayment terms.

 

12.

PAYABLES TO SECURITIES BROKERS

As of December 31, 2017 and 2018, the payables to securities brokers were bearing interest at 11.25% per annum, repayable on demand, and secured by marketable securities (note 13).

 

F - 24

Table of Contents

CHINA ENTERPRISES LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except number of shares,

per share data and unless otherwise stated)

 

13.

PLEDGE OF ASSETS

As of December 31, 2017 and 2018, marketable securities amounting to Rmb24,383 and Rmb13,181 (US$1,917) are collateralized to secure the security trading margin facilities of the Company.

 

14.

CONCENTRATION OF CREDIT RISK

As of December 31, 2017 and 2018, approximately 98.8% and 99.3%, respectively, of the Company’s cash is maintained with one bank in Taiwan. To protect the interest of depositors, Taiwan introduced deposit insurance which provides maximum compensation of NT$3,000 (approximately RMB652) per depositor if a bank becomes bankrupt. The Company has historically not experienced any losses due to the bank failure and monitors the soundness and the credit ratings of the bank on a periodic basis. Thus, the Company believes it is currently not exposed to any material risks on its bank deposits with the bank.

 

15.

MARKET RATE RISK

On August 11, 2015, the People’s Bank of China (“PBOC”) has cut the RMB’s reference rate by 1.9%, sparking the sharpest fall in the currency since the dollar peg ended a decade ago. The move by the PBOC comes amid growing signs of a deepening slowdown in the mainland economy. The PBOC said that the reference rate move was a one-time adjustment, and it will strengthen the market’s role in the fixing of the rate and promote the convergence of the onshore and offshore rates. Through 2016 the RMB continued its significant depreciation. This depreciation halted in 2017, and the RMB appreciated against the U.S. dollar during this one-year period. In 2018, the RMB exchange rate against the U.S. dollar depreciated significantly, mainly due to changes in political and economic conditions, including trade friction between China and the U.S. The exchange rates of the RMB against U.S. Dollar as of December 31, 2018 and 2017 were 6.8755 and 6.5063, respectively. With the development of the foreign exchange market and progress towards interest rate liberalization and Renminbi internationalization, the PRC government may in the future announce further changes to the exchange rate system and there is no guarantee that the RMB will not appreciate or depreciate significantly in value against the U.S. dollar in the future. It is difficult to predict how market forces or PRC or U.S. government policy may impact the exchange rate between the RMB and the U.S. dollar in the future.

 

16.

SUBSEQUENT EVENTS

The Company has evaluated all events or transactions that occurred through the date the consolidated financial statements were available to be issued (April 30, 2019), and has determined that there were no material recognizable nor subsequent events or transactions which would require recognition or disclosure in the consolidated financial statements other than those disclosed elsewhere in the consolidated financial statements.

 

F - 25

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