CONTENTS

FINANCIAL HIGHLIGHTS

2

INDEPENDENT REVIEW REPORT

3

CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS

5

CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS

AND OTHER COMPREHENSIVE INCOME

6

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

7

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

9

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

10

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

11

MANAGEMENT DISCUSSION AND ANALYSIS

34

DIRECTORS' REPORT AND CORPORATE GOVERNANCE

44

CORPORATE INFORMATION

58

2 JUTAL OFFSHORE OIL SERVICES LIMITED

Financial Highlights

  • Turnover was RMB492,668,000, a 30.72% decrease from the same period in last year.
  • Gross profit was RMB87,910,000, a 52.28% decrease from the same period in last year.
  • For the six months ended 30 June 2019, loss attributable to owners of the Company was RMB32,716,000.
    For the six months ended 30 June 2018, profit attributable to owners of the Company was RMB18,663,000.
  • Basic loss per share was RMB2.002 cents for the six months ended 30 June 2019.
  • The Board resolved that no interim dividend would be declared in respect of the six months ended 30 June 2019.

The board (the "Board") of directors (the "Directors") of Jutal Offshore Oil Services Limited (the "Company") is pleased to present the unaudited condensed consolidated results for the six months ended 30 June 2019 of the Company and its subsidiaries (collectively referred to as the "Group"), together with the comparative figures for the corresponding period in 2018. The unaudited condensed consolidated interim financial information for the six months ended 30 June 2019 has been reviewed by the audit committee of the Company (the "Audit Committee"). RSM Hong Kong, the Company's auditor, has conducted its review on the unaudited condensed consolidated interim financial information for the six months ended 30 June 2019 in accordance with the Hong Kong Standard on Review Engagements 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Hong Kong Institute of Certified Public Accountant (the "HKICPA").

INTERIM REPORT 2019

3

Independent Review Report

TO THE BOARD OF DIRECTORS OF JUTAL OFFSHORE OIL SERVICES LIMITED (Incorporated in the Cayman Islands with limited liability)

INTRODUCTION

We have reviewed the interim financial information set out on pages 5 to 33 which comprises the condensed consolidated statement of financial position of the Company as at 30 June 2019 and the related condensed consolidated statement of profit or loss, condensed consolidated statement of profit or loss and other comprehensive income, condensed consolidated statement of changes in equity and condensed consolidated statement of cash flows for the six-month period then ended, and a summary of significant accounting policies and other explanatory notes. The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited require the preparation of a report on interim financial information to be in compliance with the relevant provisions thereof and Hong Kong Accounting Standard 34 "Interim Financial Reporting" ("HKAS 34") issued by the Hong Kong Institute of Certified Public Accountants (the "HKICPA"). The directors are responsible for the preparation and presentation of this interim financial information in accordance with HKAS 34. Our responsibility is to express a conclusion on this interim financial information based on our review and to report our conclusion solely to you, as a body, in accordance with our agreed terms of engagement, and for no other purpose. We do not assume responsibility towards or accept liability to any other person for the contents of this report.

4 JUTAL OFFSHORE OIL SERVICES LIMITED

Independent Review Report

SCOPE OF REVIEW

We conducted our review in accordance with Hong Kong Standard on Review Engagements 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the HKICPA. A review of interim financial information consists of making inquires, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Hong Kong Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

CONCLUSION

Based on our review, nothing has come to our attention that causes us to believe that the interim financial information is not prepared, in all material respects, in accordance with HKAS 34.

RSM Hong Kong

Certified Public Accountants

29th Floor, Lee Garden Two

28 Yun Ping Road

Causeway Bay

Hong Kong

19 August 2019

INTERIM REPORT 2019

5

Condensed Consolidated Statement of Profit

or Loss

For the six months ended 30 June 2019

Six months ended 30 June

2018

2019

Note

RMB'000

RMB'000

(Unaudited)

(Unaudited)

Turnover

5

492,668

711,127

Cost of sales and services

(404,758)

(526,919)

Gross profit

87,910

184,208

Other income

6

26,601

25,795

Administrative expenses

(98,795)

(123,066)

Impairment losses on trade and

other receivables

(6,290)

(1,980)

Reversal of/(impairment losses)

on contract assets

357

(578)

Other operating expenses

(14,115)

(23,171)

(Loss)/profit from operations

(4,332)

61,208

Finance costs

7

(19,204)

(25,777)

(Loss)/profit before tax

(23,536)

35,431

Income tax expense

9

(9,180)

(16,768)

(Loss)/profit for the period

attributable to owners of

the Company

10

(32,716)

18,663

(Loss)/earnings per share

11

RMB

RMB

Basic

(2.002) CENTS

1.143 CENTS

Diluted

N/A

1.130 CENTS

6 JUTAL OFFSHORE OIL SERVICES LIMITED

Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income

For the six months ended 30 June 2019

Six months ended 30 June

2018

2019

RMB'000

RMB'000

(Unaudited)

(Unaudited)

(Loss)/profit for the period

(32,716)

18,663

Other comprehensive income:

Item that will be reclassified to profit or loss:

Exchange differences on translating foreign

operations

6,615

15,528

Other comprehensive income for the period,

net of tax

6,615

15,528

Total comprehensive income for the period

attributable to owners of the Company

(26,101)

34,191

INTERIM REPORT 2019

7

Condensed Consolidated Statement of Financial Position

At 30 June 2019

30 June

31 December

2019

2018

Note

RMB'000

RMB'000

(Unaudited)

(Audited)

Non-current assets

Fixed assets

12

1,545,252

1,548,655

Prepaid land lease payments

255

287

Right-of-use assets

13

32,043

-

Goodwill

54,648

54,648

Intangible assets

5,506

5,758

Trade receivables, non-current

14

42,292

46,129

Other receivables, non-current

9,142

8,846

Deferred tax assets

256

4,014

1,689,394

1,668,337

Current assets

Inventories

204,102

80,669

Trade and bills receivables

14

641,928

543,712

Contract cost assets

53,672

56,316

Contract assets

286,551

406,382

Prepayments, deposits and

other receivables

289,918

234,618

Derivative financial instruments

3,742

670

Due from directors

697

733

Current tax assets

1,958

2,285

Pledged bank deposits

71,064

69,040

Bank and cash balances

476,846

900,712

2,030,478

2,295,137

8 JUTAL OFFSHORE OIL SERVICES LIMITED

Condensed Consolidated Statement of Financial Position

At 30 June 2019

30 June

31 December

2019

2018

Note

RMB'000

RMB'000

(Unaudited)

(Audited)

Current liabilities

Trade and bills payables

15

562,549

659,695

Contract liabilities

200,184

53,702

Accruals and other payables

106,528

112,763

Derivative financial instruments

69

390

Lease liabilities

7,188

-

Provisions

55,795

82,664

Bank and other borrowings

155,459

470,331

Current tax liabilities

5,518

12,525

1,093,290

1,392,070

Net current assets

937,188

903,067

Total assets less current liabilities

2,626,582

2,571,404

Non-current liabilities

Deferred revenue

54,296

37,071

Bank and other borrowings

402,132

335,668

Lease liabilities

25,122

-

Deferred tax liabilities

56,149

65,649

537,699

438,388

NET ASSETS

2,088,883

2,133,016

Capital and reserves

Share capital

16

14,755

14,755

Reserves

2,074,128

2,118,261

TOTAL EQUITY

2,088,883

2,133,016

Approved by the Board of Directors on 19 August 2019.

Chairman

Director

INTERIM REPORT 2019

9

Condensed Consolidated Statement of Changes in Equity

For the six months ended 30 June 2019

Attributable to owners of the Company (Unaudited)

Convertible

Foreign

Share-

Share

loan notes

currency

based

Proposed

Share

premium

Special

equity

translation

payment

Statutory

Retained

final

Total

capital

account

reserve

reserve

reserve

reserve

reserves

profits

dividend

equity

RMB'000

RMB'000

RMB'000

RMB'000

RMB'000

RMB'000

RMB'000

RMB'000

RMB'000

RMB'000

At 1 January 2018

14,739

1,730,346

(52,040)

2,951

(98,057)

8,199

40,275

371,884

40,637

2,058,934

Adjustments on initial

application of

- HKFRS 9

-

-

-

-

-

-

-

(827)

-

(827)

- HKFRS 15

-

-

-

-

-

-

-

(4,312)

-

(4,312)

Restated balance

at 1 January 2018

14,739

1,730,346

(52,040)

2,951

(98,057)

8,199

40,275

366,745

40,637

2,053,795

Total comprehensive income

for the period

-

-

-

-

15,528

-

-

18,663

-

34,191

Share-based payments

-

-

-

-

-

17,032

-

-

-

17,032

Issue of shares on exercise of

share options (note 16(a))

16

3,272

-

-

-

(695)

-

-

-

2,593

Approval of year 2017

final dividend

-

-

-

-

-

-

-

(50)

(40,637)

(40,687)

Changes in equity for

the period

16

3,272

-

-

15,528

16,337

-

18,613

(40,637)

13,129

At 30 June 2018

14,755

1,733,618

(52,040)

2,951

(82,529)

24,536

40,275

385,358

-

2,066,924

At 1 January 2019

14,755

1,733,618

(52,040)

2,951

(43,122)

43,247

40,275

364,697

28,635

2,133,016

Total comprehensive income

for the period

-

-

-

-

6,615

-

-

(32,716)

-

(26,101)

Share-based payments

-

-

-

-

-

10,603

-

-

-

10,603

Share option forfeited

-

-

-

-

-

(359)

-

359

-

-

Approval of year 2018

final dividend

-

-

-

-

-

-

-

-

(28,635)

(28,635)

Changes in equity for

the period

-

-

-

-

6,615

10,244

-

(32,357)

(28,635)

(44,133)

At 30 June 2019

14,755

1,733,618

(52,040)

2,951

(36,507)

53,491

40,275

332,340

-

2,088,883

10 JUTAL OFFSHORE OIL SERVICES LIMITED

Condensed Consolidated Statement of Cash Flows

For the six months ended 30 June 2019

Six months ended 30 June

2019

2018

Note

RMB'000

RMB'000

(Unaudited)

(Unaudited)

NET CASH USED IN OPERATING

(915,656)

ACTIVITIES

(123,225)

Purchases of fixed assets

(81,899)

(19,028)

Proceeds from disposals of

fixed assets

67

-

Government grant received

23,014

-

Decrease in pledged bank deposits

6,897

233,619

Other investing cash flows (net)

6,336

7,712

NET CASH (USED IN)/GENERATED

222,303

FROM INVESTING ACTIVITIES

(45,585)

Bank loans raised

70,000

539,981

Repayment of bank loans

(318,408)

(519,373)

Principal elements of lease payments

(4,342)

-

Repayment of loan from ultimate

holding company

-

(80,000)

Proceeds from issue of shares on

exercise of share options

-

2,591

NET CASH USED IN FINANCING

(56,801)

ACTIVITIES

(252,750)

NET DECREASE IN CASH AND

(750,154)

CASH EQUIVALENTS

(421,560)

CASH AND CASH EQUIVALENTS

1,455,265

AT BEGINNING OF PERIOD

902,562

EFFECT OF FOREIGN EXCHANGE

15,528

RATE CHANGES

6,615

CASH AND CASH EQUIVALENTS

AT END OF PERIOD,

720,639

REPRESENTED BY

487,617

Bank and cash balances

476,846

720,639

Pledged bank deposits

(mature in three months or less)

10,771

-

487,617

720,639

INTERIM REPORT 2019

11

Notes to the Condensed Consolidated Financial Statements

For the six months ended 30 June 2019

  1. BASIS OF PREPARATION
    These condensed consolidated financial statements have been prepared in accordance with Hong Kong Accounting Standard 34 "Interim Financial Reporting" issued by the Hong Kong Institute of Certified Public Accountants (the "HKICPA") and the applicable disclosures required by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.
    These condensed consolidated financial statements should be read in conjunction with the 2018 annual financial statements. The accounting policies (including the significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty) and methods of computation used in the preparation of these condensed consolidated financial statements are consistent with those used in the annual financial statements for the year ended 31 December 2018 except as stated below.
  2. ADOPTION OF NEW AND REVISED HONG KONG FINANCIAL REPORTING STANDARDS
    In the current period, the Group has adopted all the new and revised Hong Kong Financial Reporting Standards ("HKFRSs") issued by the HKICPA that are relevant to its operations and effective for its accounting year beginning on 1 January 2019. HKFRSs comprise Hong Kong Financial Reporting Standards ("HKFRS"); Hong Kong Accounting Standards ("HKAS"); and Interpretations. The Group has not early adopted any other standard, interpretation or amendment that has been issued but is not yet effective.
    The Group has initially adopted HKFRS 16 Leases from 1 January 2019. A number of other new standards are effective from 1 January 2019 but they do not have a material effect on the Group's consolidated financial statements.
    HKFRS 16 Leases
    HKFRS 16 supersedes HKAS 17 Leases, IFRIC 4 Determining whether an Arrangement contains a Lease, SIC-15 Operating Leases-Incentives and SIC- 27 Evaluating the Substance of Transactions Involving the Legal Form of a Lease. HKFRS 16 introduced a single, on-balance sheet accounting model for lessees. As a result, the Group, as a lessee, has recognised right-of-use assets representing its rights to use the underlying assets and lease liabilities representing its obligation to make lease payments.

12 JUTAL OFFSHORE OIL SERVICES LIMITED

Notes to the Condensed Consolidated Financial Statements

For the six months ended 30 June 2019

2. ADOPTION OF NEW AND REVISED HONG KONG FINANCIAL REPORTING STANDARDS (CONTINUED)

HKFRS 16 Leases (Continued)

The Group has applied HKFRS 16 using the modified retrospective approach, under which the cumulative effect of initial application is recognised in retained earnings at 1 January 2019. Accordingly, the comparative information presented for 2018 has not been restated - i.e. it is presented, as previously reported, under HKAS 17 and related interpretations. The details of the changes in accounting policies are disclosed below.

  1. Definition of a lease
    Previously, the Group determined at contract inception whether an arrangement was or contained a lease under IFRIC 4 Determining Whether an Arrangement contains a Lease. The Group now assesses whether a contract is or contains a lease based on the new definition of a lease. Under HKFRS 16, a contract is, or contains, a lease if the contract conveys a right to control the use of an identified asset for a period of time in exchange for consideration.
    On transition to HKFRS 16, the Group elected to apply the practical expedient to grandfather the assessment of which transactions are leases. It applied HKFRS 16 only to contracts that were previously identified as leases. Contracts that were not identified as leases under HKAS 17 and IFRIC 4 were not reassessed. Therefore, the definition of a lease under HKFRS 16 has been applied only to contracts entered into or changed on or after 1 January 2019.
    At inception or on reassessment of a contract that contains a lease component, the Group allocates the consideration in the contract to each lease and non-lease component on the basis of their relative stand- alone prices. However, for leases of properties in which it is a lessee, the Group has elected not to separate non-lease components and will instead account for the lease and non-lease components as a single lease component.

INTERIM REPORT 2019

13

Notes to the Condensed Consolidated Financial Statements

For the six months ended 30 June 2019

2. ADOPTION OF NEW AND REVISED HONG KONG FINANCIAL REPORTING STANDARDS (CONTINUED)

HKFRS 16 Leases (Continued)

  1. As a lessee
    The Group leases many assets, including properties, office equipment and motor vehicles.
    As a lessee, the Group previously classified leases as operating or finance leases based on its assessment of whether the lease transferred substantially all of the risks and rewards of ownership. Under HKFRS 16, the Group recognises right-of-use assets and lease liabilities for most leases.
    However, the Group has elected not to recognise right-of-use assets and lease liabilities for some leases of low-value assets (e.g. office equipment). The Group recognises the lease payments associated with these leases as an expense on a straight-line basis over the lease term.
    The recognised right-of-use assets relate to the following types of assets:

Balance as at

1 January

30 June

2019

2019

RMB'000

RMB'000

Properties

31,796

37,493

Motor vehicles

247

308

Total right-of-use assets

32,043

37,801

14 JUTAL OFFSHORE OIL SERVICES LIMITED

Notes to the Condensed Consolidated Financial Statements

For the six months ended 30 June 2019

2. ADOPTION OF NEW AND REVISED HONG KONG FINANCIAL REPORTING STANDARDS (CONTINUED)

HKFRS 16 Leases (Continued)

  1. As a lessee (Continued)
    Significant accounting policies
    The Group recognises a right-of-use assets and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, and subsequently at cost less any accumulated depreciation and impairment losses, and adjusted for certain remeasurements of the lease liability.
    The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group's incremental borrowing rate. Generally, the Group uses its incremental borrowing rate as the discount rate.
    The lease liability is subsequently increased by the interest cost on the lease liability and decreased by lease payment made. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, a change in the estimate of the amount expected to be payable under a residual value guarantee, or as appropriate, changes in the assessment of whether a purchase or extension option is reasonably certain to be exercised or a termination option is reasonably certain not to be exercised.
    The Group has applied judgement to determine the lease term for some lease contracts in which it is a lessee that include renewal options. The assessment of whether the Group is reasonably certain to exercise such options impacts the lease term, which significantly affects the amount of lease liabilities and right-of-use assets recognised.

INTERIM REPORT 2019

15

Notes to the Condensed Consolidated Financial Statements

For the six months ended 30 June 2019

2. ADOPTION OF NEW AND REVISED HONG KONG FINANCIAL REPORTING STANDARDS (CONTINUED)

HKFRS 16 Leases (Continued)

  1. As a lessee (Continued)
    Transition
    Previously, the Group classified property leases as operating leases under HKAS 17. These include offices, staff quarters and warehouses. The leases typically run for a period of 1 to 3 years. Some leases include an option to renew the lease after the end of the non-cancellable period.
    At transition, for leases classified as operating leases under HKAS 17, lease liabilities were measured at the present value of the remaining lease payments, discounted at the Group's incremental borrowing rate as at 1 January 2019. Right-of-use assets are measured at an amount equal to the lease liability, adjusted by the amount of any prepaid or accrued lease payments.
    The Group used the following practical expedients when applying HKFRS
    16 to leases previously classified as operating leases under HKAS 17:
    • Applied the exemption not to recognise right-of-use assets and liabilities for leases with less than 12 months of lease term.
    • Excluded initial direct costs from measuring the right-of-use asset at the date of initial application.
    • Used hindsight when determining the lease term if the contract contains options to extend or terminate the lease.

16 JUTAL OFFSHORE OIL SERVICES LIMITED

Notes to the Condensed Consolidated Financial Statements

For the six months ended 30 June 2019

2. ADOPTION OF NEW AND REVISED HONG KONG FINANCIAL REPORTING STANDARDS (CONTINUED)

HKFRS 16 Leases (Continued)

  1. Impacts of financial statements
    Impact on transition
    On transition to HKFRS 16, the Group recognised additional right-of-use assets and additional lease liabilities. The change in accounting policy affected the following items on the condensed consolidated statement of financial position (increase/(decrease)) as at 1 January 2019 is summarised below.
    1 January
    2019

RMB'000

Assets

Right-of-use assets

37,801

Total assets

37,801

Liabilities

Lease liabilities

37,801

Total liabilities

37,801

When measuring lease liabilities for leases that were classified as operating leases, the Group discounted lease payments using its incremental borrowing rate at 1 January 2019. The weighted-average rate applied is 4.88%.

INTERIM REPORT 2019

17

Notes to the Condensed Consolidated Financial Statements

For the six months ended 30 June 2019

2. ADOPTION OF NEW AND REVISED HONG KONG FINANCIAL REPORTING STANDARDS (CONTINUED)

HKFRS 16 Leases (Continued)

  1. Impacts of financial statements (Continued)
    1 January
    2019

RMB'000

Operating lease commitment at 31 December 2018

as disclosed in the Group's consolidated financial

statements

8,380

Discounted using the incremental borrowing rate

at 1 January 2019

7,829

Less: Recognition exemption for leases with less than

12 months of leases term at transition

(814)

Add: Recognition of leases entered into and

commenced on 1 January 2019

30,786

Lease liability recognised as at 1 January 2019

37,801

Of which are:

Current lease liabilities

7,854

Non-current lease liabilities

29,947

37,801

18 JUTAL OFFSHORE OIL SERVICES LIMITED

Notes to the Condensed Consolidated Financial Statements

For the six months ended 30 June 2019

  1. ADOPTION OF NEW AND REVISED HONG KONG FINANCIAL REPORTING STANDARDS (CONTINUED)
    HKFRS 16 Leases (Continued)
    1. Impacts of financial statements (Continued)
      Impacts for the period
      As a result of initially applying HKFRS 16, in relation to the leases that were previously classified as operating leases, the Group recognised RMB5,060,000 of right-of-use assets and RMB5,019,000 of lease liabilities as at 30 June 2019.
      Also in relation to those leases under HKFRS 16, the Group has recognised depreciation and finance costs, instead of operating lease expense. During the six months ended 30 June 2019, the Group recognised RMB1,955,000 of depreciation charges and RMB106,000 of finance costs from these leases.
  2. FAIR VALUE MEASUREMENTS
    The carrying amounts of the Group's financial assets and financial liabilities as reflected in the condensed consolidated statement of financial position approximate their respective fair values.
    Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The following disclosures of fair value measurements use a fair value hierarchy that categorises into three levels the inputs to valuation techniques used to measure fair value:
    Level 1 inputs: quoted prices (unadjusted) in active markets for identical assets or liabilities that the Group can access at the measurement date.

Level 2 inputs:

inputs other than quoted prices included within level 1 that

are observable for the asset or liability, either directly or

indirectly.

Level 3 inputs:

unobservable inputs for the asset or liability.

INTERIM REPORT 2019

19

Notes to the Condensed Consolidated Financial Statements

For the six months ended 30 June 2019

3. FAIR VALUE MEASUREMENTS (CONTINUED)

The Group's policy is to recognise transfers into and transfers out of any of the three levels as of the date of the event or change in circumstances that caused the transfer.

The following table shows the carrying amounts and fair value of financial assets and financial liabilities, including their levels in the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value. Further, for the current year the fair value disclosure of lease liabilities is also not required.

  1. Disclosures of level in fair value hierarchy at 30 June 2019:

Fair value measurements as at

31 December

30 June

2019

2018

using level 2

using level 2

Description

RMB'000

RMB'000

Recurring fair value measurements:

Financial assets

Derivatives

Foreign currency forward

3,742

670

Recurring fair value measurements:

Financial liabilities

Derivatives

Foreign currency forward

69

390

20 JUTAL OFFSHORE OIL SERVICES LIMITED

Notes to the Condensed Consolidated Financial Statements

For the six months ended 30 June 2019

3. FAIR VALUE MEASUREMENTS (CONTINUED)

  1. Disclosure of valuation process used by the Group and valuation techniques and inputs used in fair value measurements:
    The Group has engaged external valuation expert with the professional qualifications and recent experience to perform the fair value measurement of foreign currency forward contracts outstanding at 30 June 2019 and 31 December 2018.
    The valuation techniques used and the key inputs to the level 2 fair value measurements are set out below:

Level 2 fair value measurements

Fair value

31 December 2018

Valuation

30 June 2019

Description

technique

Key inputs

RMB'000

RMB'000

Assets

Liabilities

Assets

Liabilities

Derivatives -

Discounted

Forward exchange rate;

foreign currency

cash flows

Contract forward rates;

forward

and Discount rate

3,742

69

670

390

4. SEGMENT INFORMATION

The Group has three reportable segments as follows:

  • Fabrication of facilities and provision of integrated services for oil and gas industries ("oil and gas segment").
  • Fabrication of facilities and provision of integrated services for other energy and refining and chemical industries ("other energy and refinery and chemical segment").
  • Provision of technical support services for shipbuilding industry ("shipbuilding service segment").

The Group's reportable segments are strategic business units that offer products and services to different industry sector. They are managed separately because each business unit requires different technology and marketing strategies.

INTERIM REPORT 2019

21

Notes to the Condensed Consolidated Financial Statements

For the six months ended 30 June 2019

4. SEGMENT INFORMATION (CONTINUED)

The Group's other operating segment mainly represents provision of undersea maintenance services for industries other than oil and gas, other energy and refinery and shipbuilding. This segment does not meet any of the quantitative thresholds for determining reportable segments. The information of this other operating segments is included in the 'others' column.

Other energy

and refinery

Shipbuilding

Oil and gas

and chemical

service

segment

segment

segment

Others

Total

RMB'000

RMB'000

RMB'000

RMB'000

RMB'000

(Unaudited)

(Unaudited)

(Unaudited)

(Unaudited)

(Unaudited)

Six months ended 30 June 2019

Revenue from external customers

442,529

44,629

4,931

579

492,668

Segment profit/(loss)

78,319

9,043

1,367

(819)

87,910

At 30 June 2019:

Segment assets

2,684,435

362,015

6,573

11,291

3,064,314

Segment liabilities

874,412

72,342

3,847

838

951,439

Six months ended 30 June 2018

Revenue from external customers

441,517

261,757

6,289

1,564

711,127

Segment profit/(loss)

156,285

28,004

(786)

705

184,208

At 31 December 2018:

(Audited)

(Audited)

(Audited)

(Audited)

(Audited)

Segment assets

2,475,898

375,913

22,934

12,277

2,887,022

Segment liabilities

720,290

157,393

18,033

2,438

898,154

22 JUTAL OFFSHORE OIL SERVICES LIMITED

Notes to the Condensed Consolidated Financial Statements

For the six months ended 30 June 2019

4. SEGMENT INFORMATION (CONTINUED)

Six months ended 30 June

2018

2019

RMB'000

RMB'000

(Unaudited)

(Unaudited)

Reconciliations of segment profit:

Total profit of reportable segments

87,910

184,208

Unallocated amounts:

Other income

26,601

25,795

Finance costs

(19,204)

(25,777)

Other corporate expenses

(118,843)

(148,795)

Consolidated (loss)/profit before tax

for the period

(23,536)

35,431

5. TURNOVER

The Group's operations and main revenue streams are those described in the last annual financial statements. The Group's revenue is derived from contracts with customers.

INTERIM REPORT 2019

23

Notes to the Condensed Consolidated Financial Statements

For the six months ended 30 June 2019

5. TURNOVER (CONTINUED)

In the following table, revenue is disaggregated by business segments and timing of revenue recognition.

Other energy

Oil and gas

and refinery and

Shipbuilding

For the six months

segment

chemical segment

service segment

Others

Total

ended 30 June

2019

2018

2019

2018

2019

2018

2019

2018

2019

2018

(Unaudited)

RMB'000

RMB'000

RMB'000

RMB'000

RMB'000

RMB'000

RMB'000

RMB'000

RMB'000

RMB'000

Timing of revenue

recognition

Goods and services

transferred at a

point in time

28,963

92,084

5

222,811

-

-

-

-

28,968

314,895

Goods and services

transferred over

time

413,566

349,433

44,624

38,946

4,931

6,289

579

1,564

463,700

396,232

Total

442,529

441,517

44,629

261,757

4,931

6,289

579

1,564

492,668

711,127

The following table provides information about receivables, contract assets and contract liabilities from contracts with customers:

30 June

31 December

2019

2018

RMB'000

RMB'000

(Unaudited)

(Audited)

Trade and bills receivables

684,220

589,841

Contract assets

286,551

406,382

Contract liabilities

200,184

53,702

24 JUTAL OFFSHORE OIL SERVICES LIMITED

Notes to the Condensed Consolidated Financial Statements

For the six months ended 30 June 2019

  1. TURNOVER (CONTINUED)
    The contract assets primarily relate to the Group's rights to consideration for work completed but not billed at the reporting date on the Group's construction services. The contract assets are transferred to trade receivables when the rights become unconditional. This usually occurs when the Group issues an invoice to the customer. The contract liabilities primarily relate to the advance consideration received from customers for the Group's construction services, for which revenue is recognised over time.
    The amount of approximately RMB23,955,000 recognised in contract liabilities at the beginning of the period has been recognised as revenue for the six months ended 30 June 2019.
  2. OTHER INCOME

Six months ended 30 June

2018

2019

RMB'000

RMB'000

(Unaudited)

(Unaudited)

Gain on disposals of property,

plant and equipment

155

115

Interest income

6,335

8,789

Net foreign exchange losses

(432)

(1,048)

Government grant recognised

5,789

3,327

Compensation income

7,353

14,439

Fair value gains on derivative

financial instruments

3,393

-

Sundry income

4,008

173

26,601

25,795

INTERIM REPORT 2019

25

Notes to the Condensed Consolidated Financial Statements

For the six months ended 30 June 2019

7. FINANCE COSTS

Six months ended 30 June

2018

2019

RMB'000

RMB'000

(Unaudited)

(Unaudited)

Interest on bank and other borrowings

18,749

23,015

Others

455

2,762

19,204

25,777

  1. DIVIDENDS
    No interim dividend was proposed for the six months ended 30 June 2019 and 30 June 2018.
    Final dividend for the year ended 31 December 2018 of HK$0.02 (2017: HK$0.03) per ordinary share was approved during the six months ended 30 June 2019.
  2. INCOME TAX EXPENSE

Six months ended 30 June

2018

2019

RMB'000

RMB'000

(Unaudited)

(Unaudited)

Current tax - PRC Enterprise Income Tax

Provision for the period

6,585

30,915

Under provision in prior periods

8,337

128

14,922

31,043

Deferred tax

(5,742)

(14,275)

9,180

16,768

26 JUTAL OFFSHORE OIL SERVICES LIMITED

Notes to the Condensed Consolidated Financial Statements

For the six months ended 30 June 2019

  1. INCOME TAX EXPENSE (CONTINUED)
    No provision for Hong Kong Profits Tax is required since the Group has no assessable profits arising in Hong Kong for the periods ended 30 June 2019 and 2018.
    The People's Republic of China (the "PRC") Enterprise Income Tax has been provided on the assessable profit of the Group's subsidiaries in the PRC in accordance with the relevant PRC Enterprise Income Tax laws and regulations.
    Tax charge on profits assessable elsewhere have been calculated at the rates of tax prevailing in the countries in which the Group operates, based on existing legislation, interpretation and practices in respect thereof.
  2. (LOSS)/PROFIT FOR THE PERIOD
    The Group's (loss)/profit for the period is arrived at after charging/(crediting):

Six months ended 30 June

2018

2019

RMB'000

RMB'000

(Unaudited)

(Unaudited)

(Reversal of)/allowance for inventories

(893)

3,001

Impairment losses on trade and

other receivables

6,290

1,980

Gain on disposals of property,

plant and equipment

(155)

(115)

(Reversal of)/impairment losses on

contract assets

(357)

578

Directors' emoluments

- As directors

180

187

- For management

4,646

2,268

- Share-based payments

2,111

3,741

6,937

6,196

INTERIM REPORT 2019

27

Notes to the Condensed Consolidated Financial Statements

For the six months ended 30 June 2019

11. (LOSS)/EARNINGS PER SHARE

The calculation of basic and diluted (loss)/earnings per share is based on the following:

Six months ended 30 June

2018

2019

RMB'000

RMB'000

(Unaudited)

(Unaudited)

(Loss)/earnings

(Loss)/profit attributable to owners of

the Company, used in the basic and

diluted earnings per share calculation

(32,716)

18,663

Number of shares

Weighted average number of

ordinary shares used in basic (loss)/

earnings per share calculation

1,634,016,389

1,633,276,058

Effect of dilutive potential ordinary shares

arising from share options

N/A

17,946,108

Weighted average number of ordinary

shares used in diluted (loss)/earnings

per share calculation

N/A

1,651,222,166

As the exercise of the Group's outstanding share options for the six-month period ended 30 June 2019 would be anti-dilutive, no diluted (loss)/earnings per share was presented for the six-month period ended 30 June 2019.

28 JUTAL OFFSHORE OIL SERVICES LIMITED

Notes to the Condensed Consolidated Financial Statements

For the six months ended 30 June 2019

  1. FIXED ASSETS
    During the six months ended 30 June 2019, the Group acquired fixed assets of approximately RMB62,695,000 (six months ended 30 June 2018: RMB19,028,000).
  2. RIGHT-OF-USEASSETS
    During the six months ended 30 June 2019, the Group entered into two new lease agreements for use of properties and warehouses for 2 to 15 years. The Group makes fixed payments during the respective lease periods. Upon commencement of the respective lease, the Group recognised RMB30,786,000 of right-of-use assets and lease liabilities.
  3. TRADE AND BILLS RECEIVABLES

30 June

31 December

2019

2018

RMB'000

RMB'000

(Unaudited)

(Audited)

Trade receivables

654,637

521,135

Allowance for doubtful debts

(33,768)

(27,479)

620,869

493,656

Bills receivables

63,351

96,185

684,220

589,841

Classified as:

Trade receivables, non-current

42,292

46,129

Trade and bills receivables, current

641,928

543,712

684,220

589,841

INTERIM REPORT 2019

29

Notes to the Condensed Consolidated Financial Statements

For the six months ended 30 June 2019

14. TRADE AND BILLS RECEIVABLES (CONTINUED)

The aging analysis of trade receivables as at the balance sheet date, based on the date of invoice, is as follows:

30 June

31 December

2019

2018

RMB'000

RMB'000

(Unaudited)

(Audited)

Billed:

0 to 30 days

142,402

50,318

31 to 90 days

34,281

76,619

91 to 365 days

139,782

78,036

Over 365 days

64,811

36,162

381,276

241,135

Unbilled

273,361

280,000

654,637

521,135

30 JUTAL OFFSHORE OIL SERVICES LIMITED

Notes to the Condensed Consolidated Financial Statements

For the six months ended 30 June 2019

15. TRADE AND BILLS PAYABLES

30 June

31 December

2019

2018

RMB'000

RMB'000

(Unaudited)

(Audited)

Trade payables

525,729

606,042

Bills payables

36,820

53,653

562,549

659,695

The aging analysis of the trade payables as at the balance sheet date, based on the date of receipt of goods and services, is as follows:

30 June

31 December

2019

2018

RMB'000

RMB'000

(Unaudited)

(Audited)

0 to 30 days

309,211

348,720

31 to 90 days

18,280

20,257

91 to 365 days

74,898

84,819

Over 365 days

123,340

152,246

525,729

606,042

INTERIM REPORT 2019

31

Notes to the Condensed Consolidated Financial Statements

For the six months ended 30 June 2019

16. SHARE CAPITAL

Number of

shares

Amount

HK$'000

Authorised:

Ordinary shares of HK$0.01 each

At 31 December 2018 (Audited) and

30 June 2019 (Unaudited)

4,000,000,000

40,000

A summary of the movements in the issued share capital of the Company is as follows:

Number of

Equivalent

shares

Amount

to amount

Note

HK$'000

RMB'000

Issued and fully paid:

Ordinary shares of HK$0.01 each

At 1 January 2018 (Audited)

1,632,016,389

16,321

14,739

Exercise of share options

(a)

2,000,000

20

16

At 31 December 2018 (Audited)

and 30 June 2019 (Unaudited)

1,634,016,389

16,341

14,755

Note:

  1. Share options were exercised by option holders during the year ended 31 December 2018 to subscribe for a total of 2,000,000 ordinary shares in the Company at total consideration of approximately HK$3,240,000 equivalent to approximately RMB2,593,000 of which approximately RMB16,000 was credited to share capital and the balance of approximately RMB2,577,000 was credited to the share premium account. Approximately RMB695,000 has been transferred from the share-based payment reserve to the share premium account.

32 JUTAL OFFSHORE OIL SERVICES LIMITED

Notes to the Condensed Consolidated Financial Statements

For the six months ended 30 June 2019

17. RELATED PARTY TRANSACTIONS

In addition to those related party transactions and balances disclosed elsewhere in the condensed consolidated financial statements, the Group had the following transactions with its related parties during the period:

Six months ended 30 June

2018

2019

Note

RMB'000

RMB'000

(Unaudited)

(Unaudited)

Revenue received/receivable

from a related company,

Dalian Shipbuilding Industry

Offshore Company Limited

("Dalian Shipbuilding Offshore")

(a)

-

5,056

Revenue received/receivable

from fellow subsidiaries

(b)

16,507

27,052

Revenue received/receivable

from the ultimate holding

company

28,904

57

Interest expenses paid/payable

to ultimate holding company

-

130

  1. Dalian Shipbuilding Offshore is an associate of Prospering Investments Limited, a Company beneficially wholly owned by Mr. Wang Lishan, an executive director and a substantial shareholder of the Company.
  2. These fellow subsidiaries are wholly-owned by Beijing Sanju Environmental Protection and New Materials Co., Ltd., the ultimate holding company.

INTERIM REPORT 2019

33

Notes to the Condensed Consolidated Financial Statements

For the six months ended 30 June 2019

  1. SEASONALITY
    The Group's revenue from the oil and gas industry and other energy and refining and chemical industries is subject to seasonal factors and the Group's financial results will be affected by the number and size of projects awarded to the Group through tendering process and the stage of completion of the respective projects. Therefore, the Group is unable to forecast the trend of seasonality and its impact to the Group's financial results.
  2. CAPITAL COMMITMENTS

30 June

31 December

2019

2018

RMB'000

RMB'000

(Unaudited)

(Audited)

Fixed assets contracted but not

provided for

69,360

67,677

  1. CONTINGENT LIABILITIES
    The Group is a defendant in a lawsuit brought during the year ended 31 December 2018 claiming approximately RMB8.2 million together with interest relating to subcontracting services rendered by a subcontractor (the "Plaintiff"). The Group has filed a counterclaim against the Plaintiff for approximately RMB3.7 million. The lawsuit is now being proceeded and has not been completed up to the date of this report.
    Because the final outcome of the proceeding is uncertain, the directors based on the legal advice obtained and determined that the ultimate liability, if any, would not have a material impact on the Group's financial position.
    Save as disclosed above, as at 30 June 2019 and 31 December 2018, the Group did not have other significant contingent liabilities.
  2. APPROVAL OF FINANCIAL STATEMENTS
    The condensed consolidated financial statements were approved and authorised for issue by the Board of Directors on 19 August 2019.

34 JUTAL OFFSHORE OIL SERVICES LIMITED

Management Discussion and Analysis

1. REVIEWS

The Group is an integrated service provider offering engineering, facilities manufacturing, and comprehensive services mainly in the energy industry such as oil and gas, which include offshore engineering, construction of modular petroleum and natural gas chemical plant, FPSO (Floating Production Storage and Offloading) topside module construction and oil and gas processing equipment. The services involve the engineering and construction of upstream oil and gas field development facilities as well as the midstream and downstream LNG facilities and refining and chemical facilities. The Group mainly undertakes projects from the international market and has an international leading comprehensive strength in large-scale modular equipment construction. Besides, the reliability and quality of the projects implemented by the Group are highly recognised by the world's top energy companies.

During the first half of year 2019, the Penglai site of the Group had completed and delivered 6 projects and had 18 projects in progress. The development of the core modules of the natural gas chemical factory under the US GCGV Project#, a project secured last year with total contract value amounting to over RMB2 billion, also has gradually stepped into the site construction stage in the first half of this year. However, since projects on hand were still at the early stage of construction, low workload has led to slow progress for work completed. Our projects teams have maintained continuous and effective communication with our customers during the process of carrying out their work and worked jointly to facilitate the implementation of the projects.

By leasing a new site covering an area of 200,000 square meters and adjacent to our existing factories and by upgrading our existing factories, the project delivery capacity of our Penglai site is expected to nearly double in the coming future. Such growth will enable us to undertake more new projects in the future and to achieve the concurrent development of major projects.

The Group's Zhuhai fabrication yard mainly engages in fabrication of module and equipment in comparably smaller size. Its capacity was not in full operation during the first half of the year.

  • GCGV Project is a new petrochemical complex with an annual production capacity of 1.8 million tons ethylene in Texas, U.S., which is jointly developed by ExxonMobil and SABIC. For more information of the GCGV Project, please visit GCGV's website at http://www.gulfcoastgv.com.

INTERIM REPORT 2019

35

Management Discussion and Analysis

1. REVIEWS (CONTINUED)

Benefiting from the increase of the capital expenditure in the domestic offshore oil and gas market, the Group's business volume of traditional offshore oil and gas services business was relatively saturated, representing a growth as compared with the corresponding period of last year.

The Group closely monitored the market information and proactively strived for several major and small-and-medium projects by engaging targeted tender strategies. In July 2019, the Group was awarded a major construction contract from TECHNIP France S.A., a subsidiary wholly owned by Technip FMC, a well-known international engineering general contracting company in Europe. Pursuant to the contract, the Group will construct the largest module of core compressor and generator that were currently found in the industry for the first two trains of the Arctic LNG 2 project (a liquidized natural gas project located in the arctic region) at our Penglai site. The total sum of the contract exceeded RMB3.0 billion.

Turnover

For the first half year of 2019, the Group recorded turnover of approximately RMB492,668,000, representing a decrease of RMB218,459,000 or 30.72% as compared with the corresponding period of last year. Among others, the fabrication of facilities and provision of integrated services for oil and gas industries recorded turnover of RMB442,529,000, representing an increase of RMB1,012,000 or 0.23% as compared with the corresponding period of last year. Turnover from the fabrication of facilities and provision of integrated services for other energy and refining and chemical industries decreased by 82.95% or RMB217,128,000 as compared with the corresponding period of last year, which was mainly due to the fact that most of the projects secured in 2017 were intensively implemented in 2018 and the Company actively cut down relevant business. Turnover from the provision of technical support services for shipbuilding industry decreased by 21.59% or RMB1,358,000 as compared with the corresponding period of last year, which was mainly due to the further decrease in the workload of such business of the Group caused by the continually weakened ship-building market.

36 JUTAL OFFSHORE OIL SERVICES LIMITED

Management Discussion and Analysis

1. REVIEWS (CONTINUED) Turnover (Continued)

The table below sets out the analysis of turnover by business segment categories for the six months ended 30 June 2017, 2018 and 2019:

For the six months ended 30 June

2019

2018

2017

Percentage

Percentage

Percentage

of total

of total

of total

Product/service

turnover

turnover

turnover

RMB'000

%

RMB'000

%

RMB'000

%

1. Fabrication of facilities and

provision of integrated

services for oil and gas

industries

442,529

90

441,517

62

171,679

93

2.

Fabrication of facilities and

provision of integrated

services for other energy

and refining and chemical

industries

44,629

9

261,757

37

-

-

3. Provision of technical support services for shipbuilding

industry

4,931

1

6,289

1

8,786

5

4.

Others

579

0

1,564

0

3,759

2

Total

492,668

100

711,127

100

184,224

100

INTERIM REPORT 2019

37

Management Discussion and Analysis

1. REVIEWS (CONTINUED) Cost of Sales and Service

During the reporting period, cost of sales and services of the Group amounted to approximately RMB404,758,000, representing a decrease of RMB122,161,000 or 23.18% when compared with that of the corresponding period of last year. It was mainly caused by the significant decrease in turnover over the corresponding period of last year. Cost of sales and services comprised direct costs and manufacturing overheads. Direct costs in the current period amounted to approximately RMB338,912,000, representing 83.73% of total cost of sales and services, and a decrease of RMB117,074,000 or 25.68% from RMB455,986,000 of the corresponding period of last year. The Group calculates the cost of sales and services of projects on an order-by-order basis. Since the composition of cost differs for each project, the composition of cost of sales and services varies from project to project. Manufacturing overheads has decreased by RMB5,087,000 or 7.17% from RMB70,933,000 of the corresponding period of last year to approximately RMB65,846,000 in current reporting period.

Gross Profit

During the reporting period, the total amount of gross profit of the Group amounted to approximately RMB87,910,000, representing a decrease of RMB96,298,000 or 52.28% when compared with RMB184,208,000 of the corresponding period of last year. The overall gross profit margin decreased to 17.84% from 25.90% of the corresponding period of last year. Changes in business structure resulted in various changes in the gross profit margin of different business segments during the current period. The decrease in the overall gross profit margin was mainly due to the lower price quotation strategy in tender of major projects that were undertaken in the first half year which resulted in lower gross margin as compared with that of projects undertaken in the previous year.

38 JUTAL OFFSHORE OIL SERVICES LIMITED

Management Discussion and Analysis

1. REVIEWS (CONTINUED) Gross Profit (Continued)

The table below sets out the analysis of gross profit by business segment for the six months ended 30 June 2017, 2018 and 2019:

For the six months ended 30 June

2019

2018

2017

Gross

Percentage

Gross

Percentage

Gross

Percentage

profit

of total

profit

of total

profit

of total

Product/service

margin

gross profit

margin

gross profit

margin

gross profit

RMB'000

%

RMB'000

%

RMB'000

%

1. Fabrication of facilities and provision of integrated services for oil and gas

industries

78,319

18

89

156,285

35

85

15,923

9

100

2. Fabrication of facilities and provision of integrated services for other energy and refining and

chemical industries

9,043

20

10

28,004

11

15

-

-

-

3.

Provision of technical

support services for

shipbuilding industry

1,367

28

2

(786)

(12)

0

(175)

(2)

(1)

4.

Others

(819)

(141)

(1)

705

45

0

87

2

1

Total

87,910

100

184,208

100

15,835

100

INTERIM REPORT 2019

39

Management Discussion and Analysis

1. REVIEWS (CONTINUED) Other income

Other income of the Group in the first half of 2019 amounted to approximately RMB26,601,000, mainly comprising interest income, insurance compensation income and income from government grants.

Administrative and Other Operating Expenses

Administrative and other operating expenses of the Group in aggregate in the first half of 2019 were approximately RMB112,910,000, representing a decrease of RMB33,327,000 when compared with that of the corresponding period of last year, which was mainly due to the decrease in share option expenses of the Group and decrease in professional service fees during the current period.

Finance Costs

During the reporting period, the finance costs of the Group amounted to approximately RMB19,204,000, which was mainly comprised of interest expenses from bank and other borrowings and bank charges.

Loss for the Period Attributable to Owners of the Company

In the first half year of 2019, loss attributable to owners of the Company amounted to approximately RMB32,716,000. Basic loss per share attributable to owners of the Company was approximately RMB2.002 cents.

Liquidity and Financial Resources

As at 30 June 2019, the balance of working funds (cash on hand and bank deposits) of the Group amounted to approximately RMB487,617,000 (31 December 2018: RMB902,562,000). During the said period, net cash outflows from operating activities amounted to approximately RMB123,225,000, net cash outflows from investing activities amounted to approximately RMB45,585,000, and net cash outflows from financing activities amounted to approximately RMB252,750,000.

As at 30 June 2019, the Group had available undrawn banking facilities of approximately RMB1,094,026,000 (31 December 2018: RMB630,523,000), which includes bank loans, letters of credit, bank guarantees, etc.

40 JUTAL OFFSHORE OIL SERVICES LIMITED

Management Discussion and Analysis

1. REVIEWS (CONTINUED) Capital Structure

As at 30 June 2019, the share capital of the Company comprises 1,634,016,389 ordinary shares (31 December 2018: 1,634,016,389 ordinary shares).

As at 30 June 2019, net assets of the Group amounted to approximately RMB2,088,883,000 (31 December 2018: RMB2,133,016,000), which comprises non-current assets of approximately RMB1,689,394,000 (31 December 2018: RMB1,668,337,000), net current assets of approximately RMB937,188,000 (31 December 2018: RMB903,067,000) and non-current liabilities of approximately RMB537,699,000 (31 December 2018: RMB438,388,000).

Significant Investment

In the first half of the year, the construction works of the site and related auxiliary facilities of the west factory area of our Penglai site were in peak level, with total investment of approximately RMB57,000,000, which was expected to be completed in the second half of 2019.

The construction of our office building in Zhuhai was in the final stage of construction, with total investment of approximately RMB40,000,000, which was expected to be completed in the second half of 2019.

Apart from the above, the Group had no other significant investment for the six months ended 30 June 2019.

Foreign Exchange Risk

The principal place of production and operation of the Group is in the PRC, and the functional currency of the principal operating subsidiaries of the Group is RMB. The Group also operates its business overseas and possesses assets which are denominated in currencies other than RMB. Fluctuation of RMB against other currencies like United States Dollars ("USD") and Euros would bring certain foreign exchange risk to the Group. The Group would minimise the amount of assets which were denominated in other currencies like USD and Euros, perform rolling estimates on foreign exchange rates, and would consider potential foreign exchange risk when entering into business contracts.

INTERIM REPORT 2019

41

Management Discussion and Analysis

1. REVIEWS (CONTINUED) Assets Pledged by the Group

As at 30 June 2019, approximately RMB71,064,000 of the bank deposits were pledged as security deposits for the issuance of performance bonds, letter of credits and bank acceptance.

At 30 June 2019, the carrying amount of property, plant and equipment pledged as security for the Group's bank and other borrowings amounted to approximately RMB119,425,000 (31 December 2018: RMB124,423,000).

Contingent Liabilities

Save as disclosed in note 14 to the condensed consolidated financial statements in this report, as at 30 June 2019, the Group did not have other significant contingent liabilities.

Capital Management

The Group's main objectives when managing capital are to safeguard the Group's ability to continue as a going concern and to maximise the return to the shareholders through the optimisation of the debt and equity balance.

The Group sets the amount of capital in proportion to risk. The Group manages the capital structure and makes adjustment to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Group may adjust the payment of dividends, issue new shares, buy-back shares, raise new debts, redeem existing debts or sell assets to reduce debts.

The Group monitors its capital by using a gearing ratio, which is total bank and other borrowings divided by total equity of the Group. The Group's policy is to keep the gearing ratio at a reasonable level.

42 JUTAL OFFSHORE OIL SERVICES LIMITED

Management Discussion and Analysis

1. REVIEWS (CONTINUED)

Capital Management (Continued)

The gearing ratios of the Group as at 30 June 2019 and as at 31 December 2018 were as follows:

30 June

31 December

2019

2018

RMB'000

RMB'000

Total bank and other borrowings

557,591

805,999

Total equity

2,088,883

2,133,016

Gearing ratio

26.69%

37.79%

The decrease in gearing ratio for the period resulted primarily from the reduction in bank and other borrowings. The Group adjusts the amount of bank loan facilities from time to time to meet the Group's working capital needs.

Employees and Remuneration Policy

As at 30 June 2019, the Group had total 2,991 employees (31 December 2018: 2,747), of which 1,158 (31 December 2018: 1,201) were management and technical staff, and 1,833 (31 December 2018: 1,546) were technicians.

The Group encourages staff to build long-term service, and strives to create a fair and open competition environment, committed to develop talents with management experience, professional skills and dedication. The Group determines the remuneration and incentives of employees with reference to the prevailing industry practice, and based on their position, duties and performance. The Group contributes to social security funds, including pension fund, medical, unemployment and industrial accident insurances, and housing provident fund for employees in the PRC, and contributes to mandatory provident fund for employees in Hong Kong according to corresponding laws and regulations.

The Group places emphasis on staff development, encourages employees to pursue continuous education, and formulates training programs for employees.

INTERIM REPORT 2019

43

Management Discussion and Analysis

2. FUTURE OUTLOOK

For certain work orders previously obtained by the Group, relevant construction will commence in the second half of this year. For some projects in progress including the natural gas petrochemical modules construction of the GCGV Project granted last year, the construction will also gradually enter into the peak period, which will require significant demands for manpower and other work resources. The Group will closely monitor the project implementation and strengthen the cost and process control to improve the execution efficiency. Meanwhile, the Group will continue to acquire some production equipment, improve site facilities and strengthen personnel recruitment as planned to meet the requirements in the project development.

In addition, the Group will continue to reinforce the technology integration, information sharing and resource complementation among sites, accelerate the progress in staffing and organizational structure improvement and strengthen the construction of core professionals and various management personnel, so that our sites and business segments can complement each other for concerted progress.

In recent years, China has become the preferred site for international large- scale module construction projects and China's construction has been fully recognised by international customers. Overall, there are a number of visible market opportunities for large-scale module construction, especially for modular plant construction business, in the coming years. The Group will actively track projects and businesses with market representation and continuity, pay close attention to external complex and volatile situations, overcome risks and maintain its competitive advantages.

44 JUTAL OFFSHORE OIL SERVICES LIMITED

Directors' Report and Corporate Governance

INTERIM DIVIDEND

The Board does not recommend payment of any interim dividend for the six months ended 30 June 2019.

USE OF THE RAISED PROCEEDS

On 15 March 2017, The Company entered into a subscription agreement with Sanju Environmental Protection (Hong Kong) Limited ("Sanju HK") and Golden Talent (HK) Technology company Limited ("Golden Talent"), pursuant to which the Company has conditionally agreed to allot and issue an aggregate of 803,562,111 subscription shares, of which Sanju HK and Golden Talent have conditionally agreed to subscribe for 641,566,556 shares and 161,995,555 shares respectively at the subscription price of HK$1.20 per subscription share (the net subscription price is approximately HK$1.197 per subscription share, and the close price of the share on 15 March 2017 was HK$2.00) (the "Subscription"). The Subscription has been approved by the shareholders of the Company at the extraordinary general meeting held on 26 May 2017 and completed on 2 June 2017.

INTERIM REPORT 2019

45

Directors' Report and Corporate Governance

USE OF THE RAISED PROCEEDS (CONTINUED)

The net proceeds from the Subscription was approximately HK$962,000,000. As at

30 June 2019, the raised fund has been used as follows:

Plan of use of proceeds from the Subscription as stipulated in the circular of the Company dated 11 May 2017

Use of proceeds from the Subscription ended 30 June 2019

Plan of use of the outstanding balance of the proceeds from the Subscription

1. Approximately HK$500 million All has been used as planned - for the working capital in

engineering, procurement, installation and construction ("EPIC") projects; and in built

  • transfer projects relating to the oil and gas equipment and facilities
  1. Approximately HK$250 million for the capital expenditure in improving and expanding the production facilities and office facilities in the Group's Zhuhai operation
  2. Approximately HK$212 million for the general working capital of the Group

Approximately HK$30 million has been used for the capital expenditure in the production and office facilities of the Group's Zhuhai fabrication yard

All has been used as planned

The remaining HK$220 million will be kept for the Group's future capital expenditure

in the production and office facilities as necessary

-

46 JUTAL OFFSHORE OIL SERVICES LIMITED

Directors' Report and Corporate Governance

SHARE OPTION

The Company's share option schemes ("Share Option Schemes") enables the Company to grant options to eligible participants as incentives and rewards for their contribution to the Group. Eligible participants include all full time employees, Directors (including independent non-executive Directors) and part-time employees with weekly working hours of 10 hours and above, of the Group, substantial Shareholders of each member of the Group, associates of the Directors and substantial Shareholders of any member of the Group, trustee of any trust pre- approved by the Board; and any advisor (professional or otherwise), consultant, distributor, supplier, agent, customer, joint venture partner, service provider to the Group whom the Board considers, in its sole discretion, has contributed or contributes to the Group.

The Company's 2006 share option scheme ("2006 Share Option Scheme") was adopted on 28 August 2006 by way of passing resolutions by all of the then Shareholders of the Company with a valid period of 10 years commencing on the date on which the shares of the Company commenced trading on the main board of the Stock Exchange.

The General Scheme Limit of the 2006 Share Option Scheme has been refreshed and approved by Shareholder's resolution at the Company's Annual General Meeting held on 27 May 2009. Unless approval of the shareholders has been obtained, the total number of shares which may be issued upon exercise of all options to be granted under the 2006 Share Option Scheme must not, in aggregate, exceed 49,800,000 shares, representing 10% of the shares (498,000,000 shares) in issue on the date of the said Annual General Meeting.

The General Scheme Limit of the 2006 Share Option Scheme has been further refreshed and approved by Shareholders' resolution at the Company's Annual General Meeting held on 25 May 2012. Unless approval of the shareholders has been obtained, the total number of shares which may be issued upon exercise of all options to be granted under the 2006 Share Option Scheme must not, in aggregate, exceed 62,279,927 shares, representing 10% of the shares (622,799,278 shares) in issue on the date of the said Annual General Meeting.

INTERIM REPORT 2019

47

Directors' Report and Corporate Governance

SHARE OPTION (CONTINUED)

The 2006 Share Option Scheme has expired on 20 September 2016, and a new share option scheme of the Company ("2016 Share Option Scheme") has been adopted conditionally by Shareholders' resolution at the Company's Annual General Meeting held on 8 June 2016 with a valid period of 10 years commencing on the date of adoption. Unless approval of the shareholders has been obtained, the total number of shares which may be issued upon exercise of all options to be granted under the 2016 Share Option Scheme and any other Share Option Schemes must not, in aggregate, exceed 80,035,427 shares, representing 10% of the shares (800,354,278 shares) in issue on the date of the said Annual General Meeting.

The General Scheme Limit of the 2016 Share Option Scheme has been refreshed and approved by Shareholders' resolution at the Company's Annual General Meeting held on 08 June 2018. Unless approval of the shareholders has been obtained, the total number of shares which may be issued upon exercise of all options to be granted under the 2016 Share Option Scheme must not, in aggregate, exceed 163,401,638 shares, representing 10% of the shares (1,634,016,389 shares) in issue on the date of the said Annual General Meeting and the shares in issue on the date of this interim report.

Unless approval of the shareholders has been obtained, the total number of shares issued and to be issued upon exercise of the options granted to each participant (including both exercised and outstanding options) in any 12-month period must not exceed 1% of the relevant class of the shares in issue from time to time.

According to the terms of the Share Option Schemes, the consideration for the grant of the options should be HK$1.00. The options may be exercised in accordance with the terms of the Share Option Schemes at any time during the exercise period as determined by the Board which shall in any event not be more than ten years from the date of grant.

48 JUTAL OFFSHORE OIL SERVICES LIMITED

Directors' Report and Corporate Governance

SHARE OPTION (CONTINUED)

From 1 January 2009 to 30 June 2019, the Board approved to grant and the Company has granted options to Directors and other eligible participants. Details of the options granted are as follows:

  1. Options granted in 2009

Number of

options lapsed

Shareholding

Weighted

in accordance

percentage of

Closing price

average

with the

the underlying

of the Shares

Number of

closing price

Number of

terms of the

Number of

shares for

immediately

options

of the Shares

options

options or the

options

the Options

before the date

Number of

exercised

immediately

cancelled

share option

outstanding

in the share

Name of

Date of grant

Exercise price

of granting

options as at

during

before the dates

during

scheme during

as at

capital of

grantee

of the options

Exercise period

of the options

the options

1 January 2019

the period

of exercise

the period

the period

30 June 2019

the Company

(HK$)

(HK$)

(HK$)

Cao Yunsheng

14/08/2009

14/08/2010 to

0.92

0.92

800,000

-

-

-

-

800,000

0.05%

13/08/2019

Total

800,000

-

-

-

-

800,000

0.05%

  1. Options granted in 2011

Number of

options lapsed

Shareholding

Weighted

in accordance

percentage of

Closing price

average

with the

the underlying

of the Shares

Number of

closing price

Number of

terms of the

Number of

shares for

immediately

options

of the Shares

options

options or the

options

the Options

before the date

Number of

exercised

immediately

cancelled

share option

outstanding

in the share

Name of

Date of grant

Exercise price

of granting

options as at

during

before the dates

during

scheme during

as at

capital of

grantee

of the options

Exercise period

of the options

the options

1 January 2019

the period

of exercise

the period

the period

30 June 2019

the Company

(HK$)

(HK$)

(HK$)

Cao Yunsheng

23/05/2011

23/05/2013 to

1.06

1.04

1,000,000

-

-

-

-

1,000,000

0.06%

22/05/2021

Other eligible

23/05/2011

23/05/2013 to

1.06

1.04

550,000

-

-

-

-

550,000

0.03%

participants

22/05/2021

Total

1,550,000

-

-

-

-

1,550,000

0.09%

INTERIM REPORT 2019

49

Directors' Report and Corporate Governance

SHARE OPTION (CONTINUED)

  1. Options granted in 2015

Number of

options lapsed

Shareholding

Weighted

in accordance

percentage of

Closing price

average

with the

the underlying

of the Shares

Number of

closing price

Number of

terms of the

Number of

shares for

immediately

options

of the Shares

options

options or the

options

the Options

before the date

Number of

exercised

immediately

cancelled

share option

outstanding

in the share

Name of

Date of grant

Exercise price

of granting

options as at

during

before the dates

during

scheme during

as at

capital of

grantee

of the options

Exercise period

of the options

the options

1 January 2019

the period

of exercise

the period

the period

30 June 2019

the Company

(HK$)

(HK$)

(HK$)

Wang Lishan

29/07/2015

29/07/2017 to

0.86

0.83

5,000,000

-

-

-

-

5,000,000

0.31%

28/07/2025

Cao Yunsheng

29/07/2015

29/07/2017 to

0.86

0.83

8,000,000

-

-

-

-

8,000,000

0.49%

28/07/2025

Total

13,000,000

-

-

-

-

13,000,000

0.80%

  1. Options granted in 2016

Number of

options lapsed

Shareholding

Weighted

in accordance

percentage of

Closing price

average

with the

the underlying

of the Shares

Number of

closing price

Number of

terms of the

Number of

shares for

immediately

options

of the Shares

options

options or the

options

the Options

before the date

Number of

exercised

immediately

cancelled

share option

outstanding

in the share

Name of

Date of grant

Exercise price

of granting

options as at

during

before the dates

during

scheme during

as at

capital of

grantee

of the options

Exercise period

of the options

the options

1 January 2019

the period

of exercise

the period

the period

30 June 2019

the Company

(HK$)

(HK$)

(HK$)

Wang Lishan

14/10/2016

14/10/2018 to

0.68

0.63

5,000,000

-

-

-

-

5,000,000

0.31%

13/10/2026

Cao Yunsheng

14/10/2016

14/10/2018 to

0.68

0.63

8,000,000

-

-

-

-

8,000,000

0.49%

13/10/2026

Total

13,000,000

-

-

-

-

13,000,000

0.80%

50 JUTAL OFFSHORE OIL SERVICES LIMITED

Directors' Report and Corporate Governance

SHARE OPTION (CONTINUED)

  1. Options granted in 2018

Number of

options lapsed

Shareholding

Weighted

in accordance

percentage of

Closing price

average

with the

the underlying

of the Shares

Number of

closing price

Number of

terms of the

Number of

shares for

immediately

options

of the Shares

options

options or the

options

the Options

before the date

Number of

exercised

immediately

cancelled

share option

outstanding

in the share

Name of

Date of grant

Exercise price

of granting

options as at

during

before the dates

during

scheme during

as at

capital of

grantee

of the options

Exercise period

of the options

the options

1 January 2019

the period

of exercise

the period

the period

30 June 2019

the Company

(HK$)

(HK$)

(HK$)

Wang Lishan

09/01/2018

09/01/2019 to

2.14

2.11

2,300,000

-

-

-

-

2,300,000

0.14%

08/01/2028

Cao Yunsheng

09/01/2018

09/01/2019 to

2.14

2.11

8,000,000

-

-

-

-

8,000,000

0.49%

08/01/2028

Tang Hui

09/01/2018

09/01/2019 to

2.14

2.11

1,500,000

-

-

-

-

1,500,000

0.09%

08/01/2028

Liu Yunian

09/01/2018

09/01/2019 to

2.14

2.11

1,500,000

-

-

-

-

1,500,000

0.09%

08/01/2028

Su Yang

09/01/2018

09/01/2019 to

2.14

2.11

1,500,000

-

-

-

-

1,500,000

0.09%

08/01/2028

Zheng Yimin

09/01/2018

09/01/2019 to

2.14

2.11

1,500,000

-

-

-

-

1,500,000

0.09%

08/01/2028

Qi Daqing

09/01/2018

09/01/2019 to

2.14

2.11

1,500,000

-

-

-

-

1,500,000

0.09%

08/01/2028

Other eligible

09/01/2018

09/01/2019 to

2.14

2.11

49,200,000

-

-

-

600,000

48,600,000

2.97%

participants

08/01/2028

Total

67,000,000

-

-

-

600,000

66,400,000

4.05%

INTERIM REPORT 2019

51

Directors' Report and Corporate Governance

SHARE OPTION (CONTINUED)

  1. Options granted in 2019

Number of

options lapsed

Shareholding

Weighted

in accordance

percentage of

Closing price

average

with the

the underlying

of the Shares

Number of

Number of

closing price

Number of

terms of the

Number of

shares for

immediately

options

options

of the Shares

options

options or the

options

the Options

before the date

granted

exercised

immediately

cancelled

share option

outstanding

in the share

Name of

Date of grant

Exercise price

of granting

during

during

before the dates

during

scheme during

as at

capital of

grantee

of the options

Exercise period

of the options

the options

the period

the period

of exercise

the period

the period

30 June 2019

the Company

(HK$)

(HK$)

(HK$)

Hong Kong

29/05/2019

29/08/2019 to

1.04

0.75

15,000,000

-

-

-

-

15,000,000

0.92%

Zhixin

28/05/2022

Financial

News Agency

Limited

Total

15,000,000

-

-

-

-

15,000,000

0.92%

Each option granted under the Share Option Schemes during the period gives the holder the right to subscribe for one ordinary share of the Company. The price for granting the options is HK$1. The exercise price determined by the Board is not less than the highest of:

  1. the closing price of the shares as stated in the daily quotation sheet issued by the Stock Exchange on the date of grant;
  2. the average closing price of the Shares as stated in the daily quotation sheets issued by the Stock Exchange for the five trading days immediately preceding the date of grant; and
  3. the nominal value of the share of the Company at the time of exercise of an option.

52 JUTAL OFFSHORE OIL SERVICES LIMITED

Directors' Report and Corporate Governance

DIRECTORS' AND CHIEF EXECUTIVES' INTERESTS AND/OR SHORT POSITIONS IN THE SHARES, UNDERLYING SHARES AND DEBENTURES OF THE COMPANY OR ANY SPECIFIED UNDERTAKING OF THE COMPANY OR ANY OTHER ASSOCIATED CORPORATION

At 30 June 2019, the interests and short positions of each Directors and chief executive in the shares, underlying shares and debentures of the Company and its associated corporations within the meaning of Part XV of the Securities and Futures Ordinance (Cap. 571) ("SFO"), as recorded in the register required to be kept by the Company under section 352 of the SFO, or as otherwise notified to the Company and the Stock Exchange pursuant to the "Model Code for Securities Transactions by Directors of Listed Issuers" ("Model Code") in the Listing Rules, were as follows:

Approximate

Number of

percentage of

Name of Directors

Capacity

Shares

shareholding

(Note 1)

Wang Lishan

Interest of a controlled

396,911,278

(L)

24.29%

corporation (Note 2)

Beneficial owner

6,000,000

(L)

0.37%

Share options

12,300,000

(L)

0.75%

Cao Yunsheng

Interest of a controlled

8,000,000

(L)

0.49%

corporation (Note 3)

Beneficial owner

2,200,000

(L)

0.13%

Share options

25,800,000

(L)

1.58%

Tang Hui

Beneficial owner

366,000

(L)

0.02%

Share options

1,500,000

(L)

0.09%

Liu Yunian

Share options

1,500,000

(L)

0.09%

Qi Daqing

Beneficial owner

1,550,000

(L)

0.09%

Share options

1,500,000

(L)

0.09%

Su Yang

Share options

1,500,000

(L)

0.09%

Zheng Yimin

Share options

1,500,000

(L)

0.09%

INTERIM REPORT 2019

53

Directors' Report and Corporate Governance

DIRECTORS' AND CHIEF EXECUTIVES' INTERESTS AND/OR SHORT POSITIONS IN THE SHARES, UNDERLYING SHARES AND DEBENTURES OF THE COMPANY OR ANY SPECIFIED UNDERTAKING OF THE COMPANY OR ANY OTHER ASSOCIATED CORPORATION (CONTINUED)

Notes:

  1. The letter "L" denotes a long position in the Shares.
  2. The 396,911,278 Shares are held by Cheung Hing Investments Limited, which is wholly-owned by Mr. Wang Lishan.
  3. The 8,000,000 shares are held by Sino Joint International Limited, which is wholly-owned by Mr. Cao Yunsheng.

Save as disclosed above, at no time during the period was the Company, its subsidiaries, its fellow subsidiaries, its parent company or its other associated corporations a party to any arrangement to enable the directors and chief executives of the Company (including their spouse and children under 18 years of age) to hold any interests or short positions in the shares or underlying shares in, or debentures of, the Company or any its specified undertakings or other associated corporations.

54 JUTAL OFFSHORE OIL SERVICES LIMITED

Directors' Report and Corporate Governance

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

At 30 June 2019, in addition to those of the Directors and chief executives already disclosed above, the register of substantial shareholders maintained by the Company pursuant to section 336 of Part XV of the SFO shows that the Company had been notified of the following substantial shareholders' interests and/or short positions, being 5% or more of the Company's issued share capital:

Number of

Percentage of

Name of Shareholder

Capacity

Shares

shareholding

(Note 1)

Sanju Environmental

Beneficial owner

641,566,556

(L)

39.26%

Protection (Hong Kong)

(Note 2)

Limited

Beijing Sanju Environmental

Interest of a controlled

641,566,556

(L)

39.26%

Protection & New Materials

corporation (Note 2)

Co., Ltd. (北京三聚環保

新材料股份有限公司)

Cheung Hing Investments

Beneficial owner

396,911,278

(L)

24.29%

Limited

(Note 3)

Wang Lishan

Interest of a controlled

396,911,278

(L)

24.29%

corporation (Note 3)

Beneficial owner

18,300,000

(L)

1.12%

Dongxing Securities Co., Ltd. Interest of a controlled

161,995,555

(L)

9.91%

(東興證券股份有限公司)

corporation (Note 4)

Dongxing Securities (Hong

Person having a security

161,995,555

(L)

9.91%

Kong) Financial Holdings

interest in shares

Limited (東興證券(香港)

(Note 4)

金融控股有限公司)

Hong Man Chu

Interest of spouse

161,995,555

(L)

9.91%

(Note 5)

Lo Chun Yim

Interest of a controlled

161,995,555

(L)

9.91%

corporation (Note 6)

Golden Talent (HK)

Beneficial Owner

161,995,555

(L)

9.91%

Technology Co., Limited

(Note 6)

INTERIM REPORT 2019

55

Directors' Report and Corporate Governance

SUBSTANTIAL SHAREHOLDERS' INTERESTS AND/OR SHORT POSITIONS IN THE SHARES AND UNDERLYING SHARES OF THE COMPANY (CONTINUED)

Notes:

  1. The letters "L" denote a long position in the Shares respectively.
  2. The 641,566,556 Shares are held by Sanju Environmental Protection (Hong Kong) Limited, which is wholly-ownedby Beijing Sanju Environmental Protection & New Materials Co., Ltd. (北京三聚環保新材 料股份有限公司)
  3. The 396,911,278 Shares are held by Cheung Hing Investments Limited, which is wholly-owned by Mr. Wang Lishan.
  4. The 161,995,555 Shares are held by Dongxing Securities (Hong Kong) Financial Holdings Limited, which is wholly-owned by Dongxing Securities Co., Ltd.
  5. Ms. Hong Man Chu is the spouse Mr. Lo Chun Yim.
  6. These Shares are held by Golden Talent (HK) Technology Co., Limited, which is beneficially and wholly- owned by Mr. Lo Chun Yim

DIRECTORS' RIGHTS TO ACQUIRE SHARES OR DEBENTURE

Save as the share options granted to the Directors under the Share Option Schemes of the Company, at no time during the period, the Directors and chief executive (including their spouse and children under 18 years of age) had any other interest in, or had been granted, or exercised, any rights to subscribe for shares (or warrants or debentures, if applicable) of the Company, its specified undertakings and its other associated corporations required to be disclosed pursuant to SFO and the Hong Kong Companies Ordinance (Cap. 622).

56 JUTAL OFFSHORE OIL SERVICES LIMITED

Directors' Report and Corporate Governance

PURCHASE, SALE OR REDEMPTION OF THE COMPANY'S LISTED SECURITIES Neither the Company nor any of its subsidiaries purchased, sold or redeemed any of the Company's listed securities during the reporting period.

CORPORATE GOVERNANCE

The Company has adopted the Corporate Governance Code (the "Corporate Governance Code") introduced in Appendix 14 of the Listing Rules by the Stock Exchange to maintain a high standard of corporate governance so as to improve the corporate transparency and protect the interests of the Company's shareholders.

In the opinion of the Directors, the Company has complied with the Corporate Governance Code during the reporting period, save and except the Company provides the three executive Directors, namely Mr. Liu Lei, Mr. Wang Lishan and Mr. Cao Yunsheng, with monthly internal financial statements, instead of all board members, because they are responsible for overseeing the financial affairs of the Company. The remaining Directors have access to the monthly internal financial statements as well. The reason for such deviation from the Corporate Governance Code is to enhance the Company's management efficiency.

DIRECTORS' SECURITIES TRANSACTIONS

The Company adopted the Model Code set out in Appendix 10 of the Listing Rules as its own code of conduct regarding Directors' securities transactions.

Having made specific enquiry of all Directors, the Directors have complied with the required standard set out in the Model Code regarding Directors' securities transactions in the reporting period.

INTERIM REPORT 2019

57

Directors' Report and Corporate Governance

AUDIT COMMITTEE

The Company has established an audit committee in compliance with the Rule 3.21 of the Listing Rules. The Audit Committee comprises three independent non-executive Directors. The primary duties of the Audit Committee (inter alia) are to review the financial information of the Company, monitor the financial reporting process, risk management and internal control system of the Group, and to make proposals to the Board as to appointment, renewal and resignation of the Company's external auditor and the related remuneration and appointment terms. The Audit Committee has reviewed the unaudited interim financial information of the Group for the six months ended 30 June 2019 and is of the opinion that such information has complied with the applicable accounting standards, and the Listing Rules and legal requirements, and that adequate disclosures have been made.

OTHER COMPLIANCE

The Company has complied with Rules 3.10(1), 3.10(2) and 3.10A of the Listing Rules and appointed three independent non-executive Directors including one with financial management expertise. Details of the Directors' biographies were set out in the 2018 Annual Report of the Company.

By Order of the Board

Jutal Offshore Oil Services Limited

Liu Lei

Chairman

Hong Kong, 19 August 2019

58 JUTAL OFFSHORE OIL SERVICES LIMITED

Corporate Information

SHARE INFORMATION

Listing place

: Main Board of The Stock Exchange

of Hong Kong Limited

Stock code

:

03303

Listing date

:

21 September 2006

Stock name

:

Jutal Oil Ser

Issued shares

:

1,634,016,389 ordinary shares

Website

:

http://www.jutal.com

BOARD OF DIRECTORS

Executive directors

Mr. Liu Lei (Chairman)

Mr. Wang Lishan

Mr. Lin Ke

Mr. Cao Yunsheng (CEO)

Mr. Liu Yunian

Mr. Tang Hui

Independent non-executive directors

Mr. Su Yang

Mr. Qi Daqing

Mr. Zheng Yimin

COMPANY REPRESENTATIVE AND COMPANY SECRETARY

Ms. Leung Fung Yee Alice

REGISTERED OFFICE

Cricket Square,

Hutchins Drive,

P.O. Box 2681,

Grand Cayman,

KY1-1111,

Cayman Islands

PRINCIPAL PLACE OF BUSINESS IN HONG KONG

1102-1103, 11th Floor,

No. 9 Queen's Road Central,

Hong Kong

HEADQUARTERS IN THE PRC

10th Floor, Chiwan Petroleum Building,

Shekou, Nanshan District,

Shenzhen, The PRC 518068

Tel: (86 755) 26694111

Fax: (86 755) 26694666

LEGAL ADVISORS

As to Hong Kong law:

Anthony Siu & Co., Solicitors & Notaries

1102-1103, 11th Floor,

No. 9 Queen's Road Central,

Hong Kong

As to PRC law:

Deheng Law Offices (Shenzhen)

11/F, Block B, Anlian Plaza,

4018 Jintian Road, Futian District,

Shenzhen, The PRC

As to Cayman Islands law: Conyers Dill & Pearman Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman, KY1-1111, Cayman Islands

AUDITOR

RSM Hong Kong

Certified Public Accountants

29th Floor,

Lee Garden Two,

28 Yun Ping Road, Causeway Bay,

Hong Kong

PRINCIPAL SHARE REGISTRAR AND TRANSFER OFFICE IN THE CAYMAN ISLANDS

SMP Partners (Cayman) Limited Royal Bank House - 3rd Floor,

24 Shedden Road, P.O. Box 1586, Grand Cayman, KY1-1110, Cayman Islands

BRANCH SHARE REGISTRAR AND

TRANSFER OFFICE IN HONG KONG

Tricor Investor Services Limited

Level 54,

Hopewell Centre,

183 Queen's Road East,

Wanchai, Hong Kong

INVESTOR ENQUIRY

Investor Relations

Jutal Offshore Oil Services Limited

10th Floor, Chiwan Petroleum Building

Shekou, Nanshan District

Shenzhen, The PRC 518068

Tel:

(86 755) 26850472

Fax:

(86 755) 26694666

Email:

yxy@jutal.com

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Jutal Offshore Oil Services Limited published this content on 20 September 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 September 2019 08:41:16 UTC