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Lenovo Group Limited 聯想集團有限公司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 992)

FY2019/20 THIRD QUARTER RESULTS ANNOUNCEMENT

QUARTERLY RESULTS

The board of directors (the "Board") of Lenovo Group Limited (the "Company") announces the unaudited results of the Company and its subsidiaries (the "Group") for the three and nine months ended December 31, 2019 together with comparative figures for the corresponding period of last year, as follows:

FINANCIAL HIGHLIGHTS

  • Record-highquarterly revenue and pre-tax profit achieved thanks to growth in PC and Smart Device (PCSD) business and improvement of Data Center Group (DCG) business
  • PCSD business set record pre-tax margin by leveraging the momentum of high-growth and premium hardware segments, and the software and services business; strong execution mitigated the persisting component shortages
  • Mobile Business Group (MBG) maintained positive PTI for the 5th consecutive quarter despite slower revenue momentum due to supply constraint
  • DCG business recorded double-digit YTY shipments growth; lower revenue growth caused by average selling price erosion reflecting lowered component prices
  • Software & Services revenue surpassed US$1 billion

3 months ended

9 months ended

3 months ended

9 months ended

Year-on-year change

December 31,

December 31,

December 31,

December 31,

3 months

9 months

2019

2019

2018

2018

ended

ended

(unaudited)

(unaudited)

(unaudited)

(unaudited)

December 31

December 31

US$ million

US$ million

US$ million

US$ million

Revenue

14,103

40,137

14,035

39,328

0%

2%

Gross profit

2,265

6,496

2,050

5,475

10%

19%

Gross profit margin

16.1%

16.2%

14.6%

13.9%

1.5 pts

2.3 pts

Operating expenses

(1,777)

(5,223)

(1,616)

(4,571)

10%

14%

Operating profit

488

1,273

434

904

12%

41%

Other non-operating expenses - net

(98)

(333)

(84)

(228)

16%

46%

Profit before taxation

390

940

350

676

11%

39%

Profit for the period

305

741

265

523

15%

42%

Profit attributable to equity

holders of the Company

258

623

233

478

11%

30%

Earnings per share attributable to

equity holders of the Company

Basic

US2.16 cents

US5.22 cents

US1.96 cents

US4.02 cents

US0.20 cents

US1.20 cents

Diluted

US2.07 cents

US5.01 cents

US1.92 cents

US4.01 cents

US0.15 cents

US1.00 cents

1

BUSINESS REVIEW AND OUTLOOK

Highlights

During the three months ended December 31, 2019, Lenovo (the Group) set new performance records on the back of strong operational excellence and strategy execution. The Group delivered the highest pre- tax profit in its history. Specifically, the PC and Smart Device (PCSD) business achieved record- breaking pre-tax margin, while Mobile Business Group (MBG) remained profitable. Data Center Group (DCG) continued to improve.

In addition to maintaining growth, the Group made steady progress in exploring and developing future growth opportunities. The 3S (Smart IoT, Smart Verticals, and Smart Infrastructure) strategy is accelerating the Group's Intelligent Transformation and is paving a new path towards delivering long- term sustainable growth. Strategic investments underlying the 3S strategy have led to strong double-digityear-on-year growth in the Group's Software and Services business. The invoiced revenue from Software and Services exceeded US$1 billion and contributed over 7 percent of the Group's revenue for the period under review, with the highest gross margin among all the Group's products.

Net cash generated from operating activities was US$538 million in Q3FY20, compared to US$1.2 billion in 1HFY20. The cash generated from operation was lower year-on-year due to higher inventory level on critical parts and less accounts receivable factoring.

Group Financial Performance

For the three months ended December 31, 2019, the Group delivered record revenues and grew its pre- tax profit by 11 percent year-on-year to US$390 million. Profit attributable to equity holders rose by 11 percent to US$258 million.

The Group's gross margin expanded by 1.5 percentage points year-on-year to 16.1 percent, thanks to the continued sales mix shift of PCSD into high growth and premium segments. The operating expense-to- revenue ratio increased by 1.1 percentage points to 12.6 percent due to rising investments in sales, marketing and promotion, as well as higher wages, salaries and long-term incentive awards. The Group expanded its pre-tax margin by 0.3 percentage points year-on-year to 2.8 percent, representing its highest profitability level since the acquisition of Motorola Mobility and IBM x86 server businesses in 2014.

Among the three business groups, the PCSD business remained the global market share leader, delivering industry-leading profitability. The DCG business saw strong double-digit growth in volume, although its quarterly revenue growth was constrained by average selling price (ASP) compression and lowered component cost. MBG remained profitable despite challenges on the supply side impacting sales of its popular new models.

Performance by Product Business Group

Intelligent Devices Group (IDG)

During the three months ended December 31, 2019, the revenue of Intelligent Devices Group (IDG) - consisting of the PCSD and MBG businesses - grew 0.5 percent year-on-year to an all-time high of US$12,502 million. Its pre-tax profit increased strongly by 17 percent year-on-year to reach US$687 million. Market share gain across the high-growth and premium PC segments was the primary catalyst for IDG's strong profit performance. This sales mix change made possible the record pre-tax profit margin of 5.5 percent achieved by IDG during the period under review.

2

Intelligent Devices Group - PC and Smart Device (PCSD) Business

During the period under review, the PCSD business was not only the largest PC brand in the world with a 24.8 percent market share but also the sector leader in terms of profitability. The PC business continued its growth trajectory with an all-time high revenue and shipments on a quarterly basis, despite severe shortages of a key component. The success of this business is rooted in its execution, which enabled a strategic shift towards high-growth and premium segments. PCSD enjoyed double-digit revenue and shipment growth across the Workstation, Thin and Light, Visual, and Gaming PC segments. The business overall reported a 3 percent year-on-year growth in revenue to US$11,074 million, representing 79 percent of the Group's total revenue, for the three months ended December 31, 2019.

These high-growth and premium segments now contribute over half of the business' top-line scale. Together with a higher attach rate for its highly profitable Software and Services offerings, PCSD further expanded its industry-leading profitability to set a record pre-tax margin of 6.2 percent in the three- month period under review, representing a year-on-year expansion of 0.7 percentage points. Its pre-tax profit increased 17 percent year-on-year to US$684 million.

Intelligent Devices Group - Mobile Business Group (MBG)

The Group's mobile business has continued its focused strategy to invest and develop in regions and/or countries where it has notable competitive advantages. Leveraging this focused strategy, the MBG business again delivered on its promise, marking its fifth profitable quarter in a row. The business made a moderate profit before taxation of US$3 million during the quarter under review.

Operations in its biggest core market, Latin America, remained robust and the region's pre-tax margin further expanded. However, the business' performance in other geographical markets faced challenges arising from shortage of components. Thus resulted a decline in the business' revenue by 17 percent to US$1,381 million for the three months ended December 31, 2019.

The MBG business continued to deliver innovative products including the recently announced foldable smartphone - the razr foldable. This product has earned positive customer reviews and will start contributing to the business' revenue as well as providing an opportunity to upsell and reenter the premium segment.

Data Center Group (DCG)

In fiscal quarter three, the DCG Group staged a notable improvement from a multiple-quarter setback with an 18 percent shipment growth year-on-year on products including servers, its traditional core business, and storage. Nevertheless its revenue growth remained constrained mainly due to the impact of lower commodity prices. The business grew 20 percent in revenue quarter by quarter to reach US$1,601 million for the period under review, contributing 11 percent of the Group's total revenue. While the year-on-year revenue growth is subdued in the period under review, it represented significant improvement from the 14 and 17 percent declines in the first two quarters of current fiscal year.

The business reported double-digityear-on-year growth for its non-hyperscale segment. The most notable success is seen in Data Center Infrastructure (DCI), Software Defined Infrastructure (SDI), storage, and Software and Services. The DCI business continued to grow year-on-year in fiscal quarter three as DCG in China seized the opportunity to broaden its sales coverage and product portfolio. Its storage revenue grew at a strong, double-digit rate during the period under review thanks to the NetApp Joint Venture and new product growth in entry- and mid-range flash arrays. SDI sales also increased at a strong double-digit rate year-on-year as its product performance helped win market share. The robust growth of Software and Services business was driven by an increasingly diversified portfolio and strength in selective regional markets such as China. For the hyperscale business, annual revenue comparison remained difficult for the period under review due to sharply lowered component prices severely eroding ASP. However, the price erosion will come to an anniversary after this quarter, implying easier base of comparison going forward.

3

Losses from DCG narrowed by US$8 million year-on-year to US$47 million for the period. The reduced losses were achieved despite investments into expanding product portfolio and pursuing growth opportunities in Telecom, Edge computing and Artificial Intelligence.

Outlook

Macro risk factors, especially the outbreak of the Novel coronavirus, could bring short-term volatility and challenges. The vast majority of the Group's factories in China have reopened and are operational on a limited basis, although its suppliers and even logistics services across the countries remained impacted. Nevertheless, given its extensive global footprint, the company is well positioned to address the supply challenges by leveraging its strength as a global company with worldwide manufacturing capabilities and supply chain efficiency. The Group's immediate priorities remain the welfare and health of its workforce, continuity of manufacturing and rebuilding capacity, working with its supply chain to drive recovery and assisting those working to contain the outbreak. The Group is leveraging the full strength of its global manufacturing and distribution networks to minimize any potential impact on its customers. Demand in China is expected to rebound after stabilization of the coronavirus outbreak, and new demand drivers could emerge to bode well for the businesses.

The Group will continue to target premium-to-market revenue growth and thereby industry-leading profitability in its PCSD business through further expansion in the high-growth and premium segments. Building capabilities to drive sales growth in software and services will also remain a key strategy focus. For its Mobile business, the Group will further strengthen its competitiveness in target markets to sustain profitable growth while extending its technology leadership.

The improvement of DCG business is at an early stage. The trend of data growth is expected to accelerate and fuel growth in sales for DCG business following the debut of more products and applications featuring new technologies including 5G. Lenovo will tap into this opportunity to drive continued revival of its hyperscale business and to forge its DCG business as a full stack industry leader through the introduction of solution capabilities and a reliable end-to-end product portfolio.

Moving forward, Lenovo will continue to drive growth in enterprise servers, Software Defined Infrastructure, storage, and services and software. For hyperscale business, the Group will leverage its differentiated in-house design and manufacturing capability to expand product coverage from the heritage server products to storage, and broaden its customer base to build a profitable business model in the future.

Strategic Highlights

The Group continues to execute its strategy to be the leader and enabler of Intelligent Transformation. Lenovo has the vision of bringing smarter technology to all - through Smart Infrastructure, Smart Verticals and Smart IoT. This 3S strategy, in parallel with its customer-centric positioning, has led to a higher Software and Services attach rate. During fiscal quarter three, the invoiced revenue from Software and Services grew at a strong double-digityear-on-year, not only contributing over 7 percent of the Group revenue but also carrying the highest margin profile among all of the Group's products. The Software and Services business is considered a strong, long-term growth catalyst.

Smart Infrastructure provides the computing, storage and networking power to support smart devices, which will more than double in number in 2020 from 2017 creating an enormous amount of data. Lenovo launched its next-generation data center solutions in SDI and expects it to remain a future growth catalyst. These new solutions, which include collaboration with several partners based on the ThinkAgile platform, have grown significantly during fiscal quarter three.

Smart Verticals combine big data generated by smart devices and the computing power of smart infrastructure in order to provide more insights and improve processes for customers. The Data Intelligence Business Group (DIBG) has expanded its footprint to win projects in the energy and manufacturing industry during fiscal quarter three. Its healthcare and education virtual reality solutions also gained strong momentum in driving revenue growth.

4

The Group will continue to invest in Smart IoT, consisting of a network of many touchpoints for the connected world we live in. Specifically, the Group's investments will accelerate in the area of edge computing, cloud, big data and artificial intelligence (AI) in vertical industries to deepen its strategic transformation and further accentuate its core competence. These investments aim to strengthen Lenovo's capability as a competitive end-to-end solution provider in the era of Intelligent Transformation.

5

FINANCIAL REVIEW

Results for the nine months ended December 31, 2019

9 months

9 months

ended

ended

December 31,

December 31,

Year-on-year

2019

2018

change

(unaudited)

(unaudited)

US$ million

US$ million

Revenue

40,137

39,328

2%

Gross profit

6,496

5,475

19%

Gross profit margin

16.2%

13.9%

2.3 pts

Operating expenses

(5,223)

(4,571)

14%

Operating profit

1,273

904

41%

Other non-operating expenses - net

(333)

(228)

46%

Profit before taxation

940

676

39%

Profit for the period

741

523

42%

Profit attributable to equity holders of the Company

623

478

30%

Earnings per share attributable to equity holders of

the Company

Basic

US5.22 cents

US4.02 cents

US1.20 cents

Diluted

US5.01 cents

US4.01 cents

US1.00 cents

For the nine months ended December 31, 2019, the Group achieved total sales of approximately US$40,137 million. Compared to the corresponding period of last year, profit attributable to equity holders for the period surged by US$145 million to approximately US$623 million. In the same reporting period, gross profit margin advanced by 2.3 percentage points from 13.9 percent, while basic and diluted earnings per share were US5.22 cents and US5.01 cents respectively, representing an increase of US1.20 cents and US1.00 cents.

Analysis of operating expenses by function for the nine months ended December 31, 2019 and 2018 is as follows:

9 months

9 months

ended

ended

December 31,

December 31,

2019

2018

US$'000

US$'000

Selling and distribution expenses

(2,357,394)

(2,011,118)

Administrative expenses

(1,804,407)

(1,615,724)

Research and development expenses

(988,575)

(895,056)

Other operating expenses - net

(72,681)

(49,229)

(5,223,057)

(4,571,127)

6

Operating expenses for the period were 14 percent over that of the corresponding period of last year. Employee benefit costs increased by US$267 million mainly due to higher bonus and sales commission accruals, wages and salaries and long-term incentive awards. The Group also raised advertising and promotional expenses by US$171 million. Amortization of intangible assets increased by US$60 million with more investments in trademarks and trade names and internal use software. There was also a reduction in net gain on fair valuation of certain financial assets and a financial liability to US$36 million (2018/19: US$99 million). The overall increase was partially offset by the reduction in net foreign exchange loss to US$70 million (2018/19: US$92 million).

During the period, the Group adopted the new accounting standard, HKFRS 16, Leases. As a result, depreciation of right-of-use assets was reported and payments made under operating leases were no longer recorded as rental expenses unless under exemption. Please refer to Note 1 of the Financial Information for details on the adoption on HKFRS 16.

Key expenses by nature comprise:

9 months

9 months

ended

ended

December 31,

December 31,

2019

2018

US$'000

US$'000

Depreciation of property, plant and equipment and

amortization of prepaid lease payments

(118,292)

(130,900)

Depreciation of right-of-use assets

(64,565)

-

Amortization of intangible assets

(409,862)

(349,923)

Employee benefit costs, including

(2,823,892)

(2,557,229)

-long-term incentive awards

(192,675)

(155,643)

Rental expenses under operating leases

(8,504)

(88,939)

Net foreign exchange loss

(70,310)

(91,864)

Advertising and promotional expenses

(719,777)

(548,873)

Loss on disposal of property, plant and equipment

(1,348)

(3,124)

Fair value gain on financial assets at fair value through

profit or loss

49,435

99,137

Fair value loss on a financial liability at fair value

through profit or loss

(13,000)

-

Gain on disposal of subsidiaries

12,844

-

Gain on deemed disposal of a subsidiary

-

22,811

Dilution gain on interest in an associate

-

18,121

Gain on disposal of interest in an associate

3,922

-

Others

(1,059,708)

(940,344)

(5,223,057)

(4,571,127)

Other non-operating expenses (net) for the nine months ended December 31, 2019 and 2018 comprise:

9 months

9 months

ended

ended

December 31,

December 31,

2019

2018

US$'000

US$'000

Finance income

37,843

17,475

Finance costs

(358,835)

(239,485)

Share of losses of associates and joint ventures

(11,107)

(5,886)

(332,099)

(227,896)

Finance income mainly represents interest on bank deposits.

Finance costs for the period increased by 50 percent over that of the corresponding period of last year. The change is a combined effect of the increase in factoring costs of US$91 million, interest on convertible bonds of US$30 million, interest on contingent consideration and written put option liabilities of US$13 million and interest on lease liabilities of US$12 million, offset by the decrease in interest on notes of US$23 million.

7

Share of losses of associates and joint ventures represents operating losses arising from principal business activities of respective associates and joint ventures.

The Group adopts segments by business group as the reporting format. Segments by business group comprise Intelligent Devices Group ("IDG") and Data Center Group ("DCG"). Segment revenue and pre- tax income/(loss) for reportable segments are as follows:

9 months ended

9 months ended

December 31, 2019

December 31, 2018

Revenue

Revenue

from

Pre-tax

from

Pre-tax

external

income/

external

income/

customers

(loss)

customers

(loss)

US$'000

US$'000

US$'000

US$'000

IDG

35,849,817

1,835,835

34,554,496

1,380,305

DCG

4,287,161

(149,716)

4,773,168

(178,051)

Segment total

40,136,978

1,686,119

39,327,664

1,202,254

Unallocated:

Headquarters and corporate (expenses)/income - net

(503,272)

(470,212)

Depreciation and amortization

(118,338)

(98,995)

Finance income

19,526

1,285

Finance costs

(176,453)

(91,510)

Share of losses of associates and joint ventures

(11,107)

(5,886)

Loss on disposal of property, plant and equipment

(726)

(817)

Fair value gain on financial assets at fair value

through profit or loss

49,435

99,137

Fair value loss on a financial liability at fair value

through profit or loss

(13,000)

-

Gain on deemed disposal of a subsidiary

-

22,811

Dilution gain on interest in an associate

-

18,121

Gain on disposal of interest in an associate

3,922

-

Dividend income

4,303

230

Consolidated profit before taxation

940,409

676,418

Headquarters and corporate (expenses)/income for the period comprise various expenses, after appropriate allocation to business groups, which are attributable to headquarters and corporate of US$503 million (2018/19: US$470 million) such as employee benefit costs, legal and professional fees, and research and technology expenses. Employee benefit costs rose by US$48 million due to an increase in headcount and the Group recorded central research and technology expenses of US$141 million which were not allocated to a business group (2018/19: US$53 million).

Moreover, the Group recognized fair value gain on bonus warrants of US$16 million during the period (2018/19: fair value loss of US$4 million), and certain one-time charges associated with the execution of previously announced resource actions at the corporate level. These one-time charges include the disposal of certain inventories of US$45 million (2018/19: US$77 million) caused by product portfolio simplification, and onerous lease contracts and claims of US$3 million (2018/19: US$26 million).

8

Third Quarter 2019/20 compared to Third Quarter 2018/19

3 months

3 months

ended

ended

December 31,

December 31,

Year-on-year

2019

2018

change

(unaudited)

(unaudited)

US$ million

US$ million

Revenue

14,103

14,035

0%

Gross profit

2,265

2,050

10%

Gross profit margin

16.1%

14.6%

1.5 pts

Operating expenses

(1,777)

(1,616)

10%

Operating profit

488

434

12%

Other non-operating expenses - net

(98)

(84)

16%

Profit before taxation

390

350

11%

Profit for the period

305

265

15%

Profit attributable to equity holders of the Company

258

233

11%

Earnings per share attributable to equity holders of

the Company

Basic

US2.16 cents

US1.96 cents

US0.20 cents

Diluted

US2.07 cents

US1.92 cents

US0.15 cents

For the three months ended December 31, 2019, the Group achieved total sales of approximately US$14,103 million. Compared to the corresponding period of last year, profit attributable to equity holders for the period surged by US$25 million to approximately US$258 million. In the same reporting period, gross profit margin advanced by 1.5 percentage points from 14.6 percent, while basic and diluted earnings per share were US2.16 cents and US2.07 cents respectively, representing an increase of US0.20 cents and US0.15 cents.

Further analyses of sales by segment are set out in Business Review and Outlook.

Analysis of operating expenses by function for the three months ended December 31, 2019 and 2018 is as follows:

3 months

3 months

ended

ended

December 31,

December 31,

2019

2018

US$'000

US$'000

Selling and distribution expenses

(816,261)

(702,175)

Administrative expenses

(609,157)

(615,590)

Research and development expenses

(341,232)

(272,820)

Other operating expenses - net

(9,863)

(24,686)

(1,776,513)

(1,615,271)

9

Operating expenses for the period were 10 percent over that of the corresponding period of last year. Employee benefit costs increased by US$67 million mainly due to higher wages and salaries and long- term incentive awards. The Group also raised advertising and promotional expenses by US$57 million. Amortization of intangible assets increased by US$29 million with more investments in trademarks and trade names and internal use software. The overall increase was partially offset by net gain on fair valuation of certain financial assets and a financial liability of US$40 million (2018/19: loss of US$5 million). Currency fluctuations during the period presented a challenge to the Group resulting in a net exchange loss of US$22 million (2018/19: US$33 million).

During the period, the Group adopted the new accounting standard, HKFRS 16, Leases. As a result, depreciation of right-of-use assets was reported and payments made under operating leases were no longer recorded as rental expenses unless under exemption. Please refer to Note 1 of the Financial Information for details of the adoption on HKFRS 16.

Key expenses by nature comprise:

3 months

3 months

ended

ended

December 31,

December 31,

2019

2018

US$'000

US$'000

Depreciation of property, plant and equipment and

amortization of prepaid lease payments

(38,432)

(45,268)

Depreciation of right-of-use assets

(23,646)

-

Amortization of intangible assets

(150,290)

(121,378)

Employee benefit costs, including

(942,865)

(875,500)

- long-term incentive awards

(68,978)

(56,017)

Rental expenses under operating leases

(2,748)

(25,628)

Net foreign exchange loss

(21,859)

(32,544)

Advertising and promotional expenses

(247,555)

(190,256)

Loss on disposal of property, plant and equipment

(642)

(668)

Fair value gain/(loss) on financial assets at fair value

through profit or loss

49,543

(5,270)

Fair value loss on a financial liability at fair value

through profit or loss

(10,000)

-

Gain on deemed disposal of a subsidiary

-

22,811

Gain on disposal of interest in an associate

3,922

-

Others

(391,941)

(341,570)

(1,776,513)

(1,615,271)

Other non-operating expenses (net) for the three months ended December 31, 2019 and 2018 comprise:

3 months

3 months

ended

ended

December 31,

December 31,

2019

2018

US$'000

US$'000

Finance income

13,369

6,001

Finance costs

(107,595)

(85,905)

Share of losses of associates and joint ventures

(3,659)

(4,165)

(97,885)

(84,069)

Finance income mainly represents interest on bank deposits.

Finance costs for the period increased by 25 percent as compared to the corresponding period of last year. The change is a combined effect of the increase in factoring costs of US$20 million, interest on convertible bonds of US$10 million and interest on lease liabilities of US$5 million, offset by the decrease in interest on notes of US$11 million.

Share of losses of associates and joint ventures represents operating losses arising from principal business activities of respective associates and joint ventures.

10

The Group adopts segments by business group as the reporting format. Segments by business group comprise IDG and DCG. Segment revenue and pre-tax income/(loss) for reportable segments are as follows:

3 months ended

3 months ended

December 31, 2019

December 31, 2018

Revenue

Revenue

from

Pre-tax

from

Pre-tax

external

income/

external

income/

customers

(loss)

customers

(loss)

US$'000

US$'000

US$'000

US$'000

IDG

12,502,275

687,050

12,434,761

586,313

DCG

1,600,561

(46,546)

1,600,369

(54,594)

Segment total

14,102,836

640,504

14,035,130

531,719

Unallocated:

Headquarters and corporate (expenses)/income - net

(228,559)

(127,946)

Depreciation and amortization

(41,506)

(36,023)

Finance income

6,585

-

Finance costs

(28,369)

(30,718)

Share of losses of associates and joint ventures

(3,659)

(4,165)

Loss on disposal of property, plant and equipment

(146)

(150)

Fair value gain/(loss) on financial assets at fair value

through profit or loss

49,543

(5,270)

Fair value loss on a financial liability at fair value

through profit or loss

(10,000)

-

Gain on deemed disposal of a subsidiary

-

22,811

Gain on disposal of interest in an associate

3,922

-

Dividend income

1,913

67

Consolidated profit before taxation

390,228

350,325

Headquarters and corporate (expenses)/income for the period comprise various expenses, after appropriate allocation to business groups, which are attributable to headquarters and corporate of US$229 million (2018/19: US$128 million) such as employee benefit costs, legal and professional fees, and research and technology expenses. Employee benefit costs rose by US$26 million due to an increase in headcount. The Group recorded a net exchange loss of US$22 million (2018/19: US$16 million) and central research and technology expenses of US$56 million which were not allocated to a business group (2018/19: US$19 million).

Moreover, the Group did not recognize any fair value gain on bonus warrants during the period (2018/19: US$3 million). The Group recognized one-time charge associated with the execution of previously announced resource actions at the corporate level, representing the disposal of certain inventories of US$40 million (2018/19: US$30 million) caused by product portfolio simplification.

11

Capital Expenditure

The Group incurred capital expenditure of US$701 million (2018/19: US$468 million) during the nine months ended December 31, 2019, mainly for the acquisition of property, plant and equipment and additions in construction-in-progress and intangible assets.

Liquidity and Financial Resources

At December 31, 2019, total assets of the Group amounted to US$35,026 million (March 31, 2019: US$29,988 million), which were financed by equity attributable to owners of the Company of US$3,430 million (March 31, 2019: US$3,396 million), perpetual securities of US$1,007 million (March 31, 2019: US$994 million) and negative balance of other non-controlling interests (net of put option written on non-controlling interests) of US$142 million (March 31, 2019: US$293 million), and total liabilities of US$30,731 million (March 31, 2019: US$25,891 million). At December 31, 2019, the current ratio of the Group was 0.85 (March 31, 2019: 0.82).

At December 31, 2019, bank deposits and cash and cash equivalents totaled US$3,586 million (March 31, 2019: US$2,733 million) analyzed by major currency are as follows:

December 31, 2019

March 31, 2019

%

%

US dollar

41.1

41.1

Renminbi

32.5

32.0

Japanese Yen

7.9

6.8

Euro

3.8

5.4

Other currencies

14.7

14.7

Total

100.0

100.0

The Group adopts a conservative policy to invest the surplus cash generated from operations. At December 31, 2019, 87.5 (March 31, 2019: 78.6) percent of cash are bank deposits, and 12.5 (March 31, 2019: 21.4) percent are investments in liquid money market funds of investment grade.

Although the Group has consistently maintained a very liquid position, banking facilities have nevertheless been put in place to meet inter-quarter funding requirements and the Group has entered into factoring arrangements in the ordinary course of business.

The Group has the following banking facilities:

Utilization amount at

Type

Date of agreement

Principal amount

Term

December 31, 2019

March 31, 2019

US$ million

US$ million

US$ million

Loan facility

May 26, 2015

300

5 years

300

300

Revolving loan

facility

March 28, 2018

1,500

5 years

1,500

825

12

Notes, perpetual securities, convertible bonds and convertible preferred shares issued by the Group and outstanding as at December 31, 2019 are as follows:

Interest /

Principal

dividend rate

Issue date

amount

Term

per annum

Due date

Use of proceeds

2020 Note

June 10, 2015

RMB4 billion

5 years

4.95%

June 2020

For general corporate

purposes including working

capital and acquisition

activities

2022 Note

March 16, 2017

US$500 million

5 years

3.875%

March 2022

For repayment of the

Perpetual securities

March 16, 2017

US$850 million

N/A

5.375%

N/A

outstanding amount under

April 6, 2017

US$150 million

N/A

5.375%

N/A

the promissory note issued

to Google Inc. and general

corporate purposes

2023 Note

March 29, 2018

US$750 million

5 years

4.75%

March 2023

For repayment of previous

Note and general corporate

purposes

Convertible bonds

January 24, 2019

US$675 million

5 years

3.375%

January 2024

For repayment of previous

Note and general corporate

purposes

Convertible

June 21, 2019

US$300 million

N/A

4%

N/A

For general corporate

preferred shares

funding and capital

expenditure

The Group has also arranged other short-term credit facilities as follows:

Total facilities amount at

Drawn down amount at

Credit facilities

December 31, 2019

March 31, 2019

December 31, 2019

March 31, 2019

US$ million

US$ million

US$ million

US$ million

Trade lines

2,420

2,195

1,952

1,637

Short-term and revolving

money market facilities

935

701

301

56

Forward foreign exchange

contracts

9,429

9,525

9,429

9,525

Net debt position and gearing ratio of the Group as at December 31 and March 31, 2019 are as follows:

December 31, 2019

March 31, 2019

US$ million

US$ million

Bank deposits and cash and cash equivalents

3,586

2,733

Borrowings

- Short-term bank loans

2,090

1,167

- Notes

1,817

2,622

- Convertible bonds

603

591

- Convertible preferred shares

307

-

Net debt position

(1,231)

(1,647)

Total equity

4,295

4,097

Gearing ratio (Borrowings divided by total equity)

1.12

1.07

The Group is confident that all the facilities on hand can meet the funding requirements of the Group's operations and business development.

The Group adopts a consistent hedging policy for business transactions to reduce the risk of currency fluctuation arising from daily operations. At December 31, 2019, the Group had commitments in respect of outstanding forward foreign exchange contracts amounting to US$9,429 million (March 31, 2019: US$9,525 million). The Group's forward foreign exchange contracts are either used to hedge a percentage of future transactions which are highly probable, or used as fair value hedges for identified assets and liabilities.

13

Contingent Liabilities

The Group, in the ordinary course of its business, is involved in various claims, suits, investigations, and legal proceedings that arise from time to time. Although the Group does not expect that the outcome in any of these legal proceedings, individually or collectively, will have a material adverse effect on its financial position or results of operations, litigation is inherently unpredictable. Therefore, the Group could incur judgments or enter into settlements of claims that could adversely affect its operating results or cash flows in a particular period.

14

FINANCIAL INFORMATION

CONSOLIDATED INCOME STATEMENT

3 months ended

9 months ended

3 months ended

9 months ended

December 31,

December 31,

December 31,

December 31,

2019

2019

2018

2018

(unaudited)

(unaudited)

(unaudited)

(unaudited)

Note

US$'000

US$'000

US$'000

US$'000

Revenue

2

14,102,836

40,136,978

14,035,130

39,327,664

Cost of sales

(11,838,210)

(33,641,413)

(11,985,465)

(33,852,223)

Gross profit

2,264,626

6,495,565

2,049,665

5,475,441

Selling and distribution expenses

(816,261)

(2,357,394)

(702,175)

(2,011,118)

Administrative expenses

(609,157)

(1,804,407)

(615,590)

(1,615,724)

Research and development expenses

(341,232)

(988,575)

(272,820)

(895,056)

Other operating expenses - net

(9,863)

(72,681)

(24,686)

(49,229)

Operating profit

3

488,113

1,272,508

434,394

904,314

Finance income

4(a)

13,369

37,843

6,001

17,475

Finance costs

4(b)

(107,595)

(358,835)

(85,905)

(239,485)

Share of losses of associates and joint ventures

(3,659)

(11,107)

(4,165)

(5,886)

Profit before taxation

390,228

940,409

350,325

676,418

Taxation

5

(84,729)

(199,329)

(85,488)

(152,779)

Profit for the period

305,499

741,080

264,837

523,639

Profit attributable to:

Equity holders of the Company

258,117

622,538

232,771

478,218

Perpetual securities holders

13,440

40,320

13,440

40,320

Other non-controlling interests

33,942

78,222

18,626

5,101

305,499

741,080

264,837

523,639

Earnings per share attributable to equity holders

of the Company

Basic

6(a)

US2.16 cents

US5.22 cents

US1.96 cents

US4.02 cents

Diluted

6(b)

US2.07 cents

US5.01 cents

US1.92 cents

US4.01 cents

Dividend

96,640

92,071

15

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

3 months ended

9 months ended

3 months ended

9 months ended

December 31,

December 31,

December 31,

December 31,

2019

2019

2018

2018

(unaudited)

(unaudited)

(unaudited)

(unaudited)

US$'000

US$'000

US$'000

US$'000

Profit for the period

305,499

741,080

264,837

523,639

Other comprehensive (loss)/income:

Items that will not be reclassified to profit or loss

Remeasurements of post-employment benefit

obligations, net of taxes

(15,016)

(14,636)

(2,322)

(2,322)

Fair value change on financial assets at fair value

through other comprehensive income, net of taxes

1,474

(1,984)

(2,290)

(6,074)

Items that have been reclassified or may be

subsequently reclassified to profit or loss

Fair value change on cash flow hedges from foreign

exchange forward contracts, net of taxes

- Fair value (loss)/gain, net of taxes

(77,507)

20,104

35,330

259,488

- Reclassified to consolidated income statement

(11,741)

(76,629)

(65,755)

(237,210)

Currency translation differences

119,978

(120,541)

60,022

(490,951)

Other comprehensive income/(loss) for the period

17,188

(193,686)

24,985

(477,069)

Total comprehensive income for the period

322,687

547,394

289,822

46,570

Total comprehensive income attributable to:

Equity holders of the Company

276,209

426,044

257,756

1,149

Perpetual securities holders

13,440

40,320

13,440

40,320

Other non-controlling interests

33,038

81,030

18,626

5,101

322,687

547,394

289,822

46,570

16

CONSOLIDATED BALANCE SHEET

December 31, 2019

March 31, 2019

(unaudited)

(audited)

Note

US$'000

US$'000

Non-current assets

Property, plant and equipment

1,731,501

1,430,817

Prepaid lease payments

439,437

463,996

Construction-in-progress

284,594

232,097

Intangible assets

8,230,856

8,324,575

Interests in associates and joint ventures

63,746

79,061

Deferred income tax assets

2,040,620

1,862,902

Financial assets at fair value through profit or loss

487,674

449,363

Financial assets at fair value through other

comprehensive income

66,813

71,486

Other non-current assets

235,076

187,985

13,580,317

13,102,282

Current assets

Inventories

3,998,396

3,434,660

Trade receivables

7(a)

9,159,206

6,661,484

Notes receivable

83,232

46,454

Derivative financial assets

25,248

70,972

Deposits, prepayments and other receivables

8

4,406,367

3,753,926

Income tax recoverable

187,580

185,643

Bank deposits

65,079

70,210

Cash and cash equivalents

3,520,919

2,662,854

21,446,027

16,886,203

Total assets

35,026,344

29,988,485

17

CONSOLIDATED BALANCE SHEET (CONTINUED)

December 31, 2019

March 31, 2019

(unaudited)

(audited)

Note

US$'000

US$'000

Share capital

12

3,185,923

3,185,923

Reserves

244,568

210,530

Equity attributable to owners of the Company

3,430,491

3,396,453

Perpetual securities

1,007,110

993,670

Other non-controlling interests

623,934

473,178

Put option written on non-controlling interests

10(b)

(766,238)

(766,238)

Total equity

4,295,297

4,097,063

Non-current liabilities

Borrowings

11

2,153,138

2,426,770

Warranty provision

9(b)

268,036

254,601

Deferred revenue

865,823

678,137

Retirement benefit obligations

435,561

434,246

Deferred income tax liabilities

355,037

359,679

Other non-current liabilities

10

1,419,999

1,247,646

5,497,594

5,401,079

Current liabilities

Trade payables

7(b)

8,665,819

6,429,835

Notes payable

1,301,932

1,272,840

Derivative financial liabilities

85,609

74,426

Other payables and accruals

9(a)

10,567,858

8,942,336

Provisions

9(b)

758,720

738,688

Deferred revenue

832,194

780,951

Income tax payable

357,237

298,224

Borrowings

11

2,664,084

1,953,043

25,233,453

20,490,343

Total liabilities

30,731,047

25,891,422

Total equity and liabilities

35,026,344

29,988,485

18

CONSOLIDATED CASH FLOW STATEMENT

9 months ended

9 months ended

December 31, 2019

December 31, 2018

(unaudited)

(unaudited)

Note

US$'000

US$'000

Cash flows from operating activities

Net cash generated from operations

14

2,432,768

2,370,597

Interest paid

(353,870)

(235,895)

Tax paid

(300,611)

(184,071)

Net cash generated from operating activities

1,778,287

1,950,631

Cash flows from investing activities

Purchase of property, plant and equipment

(178,068)

(158,500)

Sale of property, plant and equipment

12,291

114,366

Acquisition of subsidiaries, net of cash acquired

-

(104,198)

Disposal of subsidiaries, net of cash disposed

(18,155)

-

Deemed disposal of a subsidiary, net of cash disposed

-

(21,106)

Interest acquired in a joint venture

(1,616)

-

Payment for construction-in-progress

(305,674)

(192,091)

Payment for intangible assets

(217,070)

(117,739)

Purchase of financial assets at fair value through profit or

loss

(47,107)

(62,552)

Purchase of financial assets at fair value through other

comprehensive income

-

(3,802)

Loan to a joint venture

(72,603)

-

Net proceeds from sale of financial assets at fair value

through profit or loss

56,843

33,996

Net proceeds from sale of financial assets at fair value

through other comprehensive income

2,803

-

Decrease/(increase) in bank deposits

5,131

(24,325)

Dividends received

6,206

230

Interest received

37,843

17,475

Net cash used in investing activities

(719,176)

(518,246)

Cash flows from financing activities

Capital contribution from other non-controlling interests

61,696

33,521

Contribution to employee share trusts

(86,684)

(88,878)

Issue of convertible preferred shares

300,000

-

Repayment of a note

(786,244)

-

Principal elements of lease payments

(98,590)

-

Dividends paid

(431,148)

(404,350)

Dividends paid to other non-controlling interests

(4,620)

(4,758)

Distribution to perpetual securities holders

(26,880)

(26,880)

Proceeds from borrowings

3,046,800

4,378,800

Repayments of borrowings

(2,143,800)

(3,678,800)

Net cash (used in)/generated from financing activities

(169,470)

208,655

Increase in cash and cash equivalents

889,641

1,641,040

Effect of foreign exchange rate changes

(31,576)

(89,197)

Cash and cash equivalents at the beginning of the period

2,662,854

1,848,017

Cash and cash equivalents at the end of the period

3,520,919

3,399,860

19

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

Attributable to equity holders of the Company

Put option

written on

Investment

Share-based

Other non-

non-

revaluation

Employee

compensation

Hedging

Exchange

Other

Retained

Perpetual

controlling

controlling

Share capital

reserve

share trusts

reserve

reserve

reserve

reserve

earnings

securities

interests

interests

Total

(unaudited)

(unaudited)

(unaudited)

(unaudited)

(unaudited)

(unaudited)

(unaudited)

(unaudited)

(unaudited)

(unaudited)

(unaudited)

(unaudited)

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

At April 1, 2019

3,185,923

(36,095)

(140,209)

311,540

23,240

(1,371,932)

163,241

1,260,745

993,670

473,178

(766,238)

4,097,063

Profit for the period

-

-

-

-

-

-

-

622,538

40,320

78,222

-

741,080

Other comprehensive (loss)/income

-

(1,984)

-

-

(56,525)

(123,349)

-

(14,636)

-

2,808

-

(193,686)

Total comprehensive (loss)/income for the period

-

(1,984)

-

-

(56,525)

(123,349)

-

607,902

40,320

81,030

-

547,394

Transfer to statutory reserve

-

-

-

-

-

-

11,995

(11,995)

-

-

-

-

Transfer of gain on disposal of financial assets at fair value

through other comprehensive income to retained earnings

-

(1,696)

-

-

-

-

-

1,696

-

-

-

-

Vesting of shares under long-term incentive program

-

-

181,424

(242,631)

-

-

-

-

-

-

-

(61,207)

Deferred tax charge in relation to long-term incentive

program

-

-

-

(7,048)

-

-

-

-

-

-

-

(7,048)

Disposal of subsidiaries

-

-

-

-

-

-

(267)

-

-

-

-

(267)

Share-based compensation

-

-

-

192,675

-

-

-

-

-

-

-

192,675

Contribution to employee share trusts

-

-

(86,684)

-

-

-

-

-

-

-

-

(86,684)

Dividends paid

-

-

-

-

-

-

-

(431,148)

-

-

-

(431,148)

Capital contribution from other non-controlling interests

-

-

-

-

-

-

-

-

-

76,019

-

76,019

Change of ownership of subsidiaries without loss of control

-

-

-

-

-

-

1,673

-

-

(1,673)

-

-

Dividends paid to other non-controlling interests

-

-

-

-

-

-

-

-

-

(4,620)

-

(4,620)

Distribution to perpetual securities holders

-

-

-

-

-

-

-

-

(26,880)

-

-

(26,880)

At December 31, 2019

3,185,923

(39,775)

(45,469)

254,536

(33,285)

(1,495,281)

176,642

1,427,200

1,007,110

623,934

(766,238)

4,295,297

At April 1, 2018

3,185,923

(2,741)

(101,702)

231,857

(16,906)

(937,907)

71,449

1,088,647

993,670

246,598

(212,900)

4,545,988

Change in accounting policy

-

(17,376)

-

-

-

-

-

5,746

-

-

-

(11,630)

Restated total equity

3,185,923

(20,117)

(101,702)

231,857

(16,906)

(937,907)

71,449

1,094,393

993,670

246,598

(212,900)

4,534,358

Profit for the period

-

-

-

-

-

-

-

478,218

40,320

5,101

-

523,639

Other comprehensive (loss)/income

-

(6,074)

-

-

22,278

(490,951)

-

(2,322)

-

-

-

(477,069)

Total comprehensive (loss)/income for the period

-

(6,074)

-

-

22,278

(490,951)

-

475,896

40,320

5,101

-

46,570

Acquisition of subsidiaries

-

-

-

-

-

-

-

-

-

115,433

-

115,433

Vesting of shares under long-term incentive program

-

-

94,909

(105,694)

-

-

-

-

-

-

-

(10,785)

Deemed disposal of a subsidiary

-

-

-

-

-

-

-

-

-

(1,371)

-

(1,371)

Share-based compensation

-

-

-

155,643

-

-

-

-

-

-

-

155,643

Termination of put option written on non-controlling interests

-

-

-

-

-

-

11,913

-

-

-

212,900

224,813

Put option written on non-controlling interests

-

-

-

-

-

-

-

-

-

-

(703,341)

(703,341)

Contribution to employee share trusts

-

-

(88,878)

-

-

-

-

-

-

-

-

(88,878)

Dividends paid

-

-

-

-

-

-

-

(404,350)

-

-

-

(404,350)

Capital contribution from other non-controlling interests

-

-

-

-

-

-

-

-

-

33,521

-

33,521

Dividends paid to other non-controlling interests

-

-

-

-

-

-

-

-

-

(4,758)

-

(4,758)

Distribution to perpetual securities holders

-

-

-

-

-

-

-

-

(26,880)

-

-

(26,880)

At December 31, 2018

3,185,923

(26,191)

(95,671)

281,806

5,372

(1,428,858)

83,362

1,165,939

1,007,110

394,524

(703,341)

3,869,975

20

Notes

1 General information and basis of preparation

The financial information relating to the year ended March 31, 2019 included in the FY2019/20 third quarter results announcement as comparative information does not constitute the Company's statutory annual consolidated financial statements for that year but is derived from those financial statements. Further information relating to these statutory financial statements required to be disclosed in accordance with section 436 of the Hong Kong Companies Ordinance is as follows:

The Company has delivered the consolidated financial statements for the year ended March 31, 2019 to the Registrar of Companies as required by section 662(3) of, and Part 3 of Schedule 6 to, the Hong Kong Companies Ordinance.

The Company's auditor has reported on those consolidated financial statements of the Group. The auditor's report was unqualified; did not include a reference to any matters to which the auditor drew attention by way of emphasis without qualifying its report; and did not contain a statement under sections 406(2), 407(2) or (3) of the Hong Kong Companies Ordinance.

Basis of preparation

The financial information presented above and notes thereto are extracted from the Group's consolidated financial statements and presented in accordance with Appendix 16 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

The Board is responsible for the preparation of the Group's consolidated financial statements. The consolidated financial statements have been prepared in accordance with Hong Kong Financial Reporting Standards. The consolidated financial statements have been prepared under the historical cost convention except that certain financial assets and financial liabilities are stated at fair values.

The Group has adopted the following new standard, interpretation and amendments to existing standards that are mandatory for the year ending March 31, 2020 which the Group considers is appropriate and relevant to its operations:

  • HKFRS 16, Leases
  • HK (IFRIC) - Int 23, Uncertainty over income tax treatments
  • Amendments to HKFRS 9, Prepayment features with negative compensation
  • Amendments to HKAS 28, Long-term interests in associates and joint ventures
  • Amendments to HKAS 19, Plan amendment, curtailment or settlement
  • Annual improvements to HKFRS Standards 2015-2017 Cycle - various standards

Except for HKFRS 16, Leases, none of the developments have had a material effect on how the Group's results and financial position for the current or prior periods have been prepared or presented.

The Group has initially applied HKFRS 16 as from April 1, 2019. The Group has elected to use the simplified transition approach and therefore comparative information has not been restated and continues to be reported under HKAS 17, Leases. The reclassifications and the adjustments arising from the new leasing standard are recognized in the opening balance sheet on April 1, 2019.

21

HKFRS 16 requires almost all leases of lessees to be recognized on the balance sheet, as the distinction between operating and finance leases is removed. The accounting for lessors will not significantly change. Under the new leasing standard, the right to use the leased item and the obligation to pay rent are recognized as an asset and a financial liability respectively. The only exceptions are short-term and low-value leases. The standard affects primarily the accounting for operating leases of the Group.

Adjustments recognized on adoption on HKFRS 16

On adoption on HKFRS 16, the Group recognized lease liabilities in relation to leases which had previously been classified as operating leases under the principles of HKAS 17. These liabilities were measured at the present value of the remaining lease payments, discounted using the lessee incremental borrowing rate as of April 1, 2019. Different lessee incremental borrowing rates were applied to the lease liabilities based on the geographical location, from 1% to 11%.

The following table reconciles the operating lease commitments as at March 31, 2019, as disclosed in Note 32(b) in the Group's 2018/19 Annual Report, to the opening balance for lease liabilities recognized as at April 1, 2019:

April 1, 2019

US$'000

Operating lease commitments at March 31, 2019

473,188

Discounted using the lessee incremental borrowing rate at April 1, 2019

(62,487)

Less: low-value leases recognized on a straight-line basis as expense

(1,357)

Lease liabilities recognized at April 1, 2019

409,344

Classified as:

Current lease liabilities

77,903

Non-current lease liabilities

331,441

409,344

The associated right-of-use assets were measured at the amount equal to the lease liabilities, adjusted by the amount of any prepaid or accrued lease payments relating to that lease recognized in the consolidated balance sheet as at March 31, 2019. As at December 31, 2019, the recognized right-of-use assets of the Group are solely related to properties and amounted to US$309,474,000 (April 1, 2019: US$320,174,000).

The Group presents right-of-use assets within "property, plant and equipment" and presents lease liabilities within "other payables and accruals" (for current portion) and "other non-current liabilities" (for non-current portion) in the consolidated balance sheet.

The change in accounting policy affected the following items in the consolidated balance sheet on April 1, 2019:

  • property, plant and equipment - increased by US$320,174,000
  • lease liabilities - increased by US$409,344,000
  • deferred rent liabilities - decreased by US$89,170,000

Segment assets and segment liabilities as at December 31, 2019 increased as a result of the change in accounting policy.

22

In applying HKFRS 16 for the first time, the Group has used the following practical expedients permitted by the standard:

  • the use of a single discount rate to a portfolio of leases with reasonably similar characteristics
  • reliance on previous assessment on whether leases are onerous
  • the exclusion of initial direct costs for the measurement of the right-of-use asset at the dat e of initial application, and
  • the use of hindsight in determining the lease term where the contract contains options to extend or terminate the lease.

The Group's leasing activities and how these are accounted for

Rental contracts of the Group are typically made for fixed periods of 1 to 9 years. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose any covenants, but leased assets may not be used as security for borrowing purposes.

Until March 31, 2019, all leases of property, plant and equipment of the Group were operating leases. Payments made under operating leases (net of any incentives received from the lessor) were charged to profit or loss on a straight-line basis over the period of the lease.

From April 1, 2019, leases are recognized as a right-of-use asset and a corresponding liability at the date at which the leased asset is available for use by the Group. Each lease payment is allocated between the liability and finance cost. The finance cost is charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. The right-of-use asset is depreciated over the shorter of the asset's useful life and the lease term on a straight-line basis.

Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of the following lease payments:

  • fixed payments (including in-substance fixed payments), less any lease incentives receivable
  • variable lease payment that are based on an index or a rate
  • amounts expected to be payable by the lessee under residual value guarantees
  • the exercise price of a purchase option if the lessee is reasonably certain to exercise that option, and
  • payments of penalties for terminating the lease, if the lease term reflects the lessee exercising that option.

The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be determined, the lessee's incremental borrowing rate is used, being the rate that the lessee would have to pay to borrow the funds necessary to obtain an asset of similar value in a similar economic environment with similar terms and conditions.

Some property leases contain variable payment terms that are linked to sales generated from a store. There is a wide range of sales percentages applied. Variable payment terms are used for a variety of reasons, including minimising the fixed costs base for newly established stores. Variable lease payments that depend on sales are recognized in profit or loss in the period in which the condition that triggers those payments occurs.

Right-of-use assets are measured at cost comprising the following:

  • the amount of the initial measurement of lease liabilities
  • any lease payments made at or before the commencement date less any lease incentives received
  • any initial direct costs, and
  • restoration costs.

23

Payments associated with short-term leases and leases of low-value assets are recognized on a straight-line basis as an expense in the profit or loss account. Short-term leases are leases with a lease term of 12 months or less. Low-value assets comprise IT equipment and small items of office furniture.

New amendments to existing standards not yet effective

The following new amendments to existing standards, which are considered appropriate and relevant to the Group's operations, have been issued but are not effective for the year ending March 31, 2020 and have not been early adopted:

Effective for annual periods

beginning on or after

Amendments to HKFRS 3, Definition of a business

January 1, 2020

Amendments to HKAS 1 and HKAS 8, Definition of

material

January 1, 2020

Amendments to HKFRS 9, HKAS 39 and HKFRS 7, Interest

rate benchmark reform

January 1, 2020

Amendments to HKFRS 10 and HKAS 28, Consolidated

financial statements and investments in associates

Date to be determined

The Group is in the process of making an assessment of what the impact of these developments is expected to be in the period of initial application. So far it has concluded that their adoption is unlikely to have a significant impact on the consolidated financial statements of the Group.

2 Segment information

Management has determined the operating segments based on the reports reviewed by the

Lenovo Executive Committee ("LEC"), the chief operating decision-maker, that are used to make strategic decisions.

The LEC assesses the performance of the operating segments based on a measure of pre-tax income/(loss). This measurement basis excludes the effects of non-recurring expenses such as restructuring costs from the operating segments. The measurement basis also excludes the effects of certain income and expenses such as fair value change of financial instruments and disposal gain/(loss) of fixed assets that are from activities driven by headquarters and centralized functions. Certain finance income and costs are not allocated to segments when these types of activities are driven by the central treasury function which manages the cash position of the Group.

Supplementary information on segment assets and liabilities presented below is primarily based on the business group of the entities or operations which carry the assets and liabilities, except for entities performing centralized functions for the Group the assets and liabilities of which are not allocated to any segment.

24

  1. Segment revenue and pre-tax income/(loss) for reportable segments

9 months ended

9 months ended

December 31, 2019

December 31, 2018

Revenue

Revenue

from

Pre-tax

from

Pre-tax

external

income/

external

income/

customers

(loss)

customers

(loss)

US$'000

US$'000

US$'000

US$'000

IDG

35,849,817

1,835,835

34,554,496

1,380,305

DCG

4,287,161

(149,716)

4,773,168

(178,051)

Segment total

40,136,978

1,686,119

39,327,664

1,202,254

Unallocated:

Headquarters and corporate

(expenses)/income - net

(503,272)

(470,212)

Depreciation and amortization

(118,338)

(98,995)

Finance income

19,526

1,285

Finance costs

(176,453)

(91,510)

Share of losses of associates and joint

ventures

(11,107)

(5,886)

Loss on disposal of property, plant and

equipment

(726)

(817)

Fair value gain on financial assets at fair

value through profit or loss

49,435

99,137

Fair value loss on a financial liability at

fair value through profit or loss

(13,000)

-

Gain on deemed disposal of a subsidiary

-

22,811

Dilution gain on interest in an associate

-

18,121

Gain on disposal of interest in an associate

3,922

-

Dividend income

4,303

230

Consolidated profit before taxation

940,409

676,418

(b)

Segment assets for reportable segments

December 31, 2019

March 31, 2019

US$'000

US$'000

IDG

22,797,962

19,797,625

DCG

5,214,283

4,094,194

Segment assets for reportable segments

28,012,245

23,891,819

Unallocated:

Deferred income tax assets

2,040,620

1,862,902

Financial assets at fair value through profit or loss

487,674

449,363

Financial assets at fair value through other

comprehensive income

66,813

71,486

Derivative financial assets

25,248

70,972

Interests in associates and joint ventures

63,746

79,061

Bank deposits and cash and cash equivalents

3,585,998

2,733,064

Unallocated deposits, prepayments and other

receivables

202,285

166,874

Income tax recoverable

187,580

185,643

Other unallocated assets

354,135

477,301

Total assets per consolidated balance sheet

35,026,344

29,988,485

25

  1. Segment liabilities for reportable segments

December 31, 2019

March 31, 2019

US$'000

US$'000

IDG

22,321,610

19,045,230

DCG

2,009,259

1,456,268

Segment liabilities for reportable segments

24,330,869

20,501,498

Unallocated:

Deferred income tax liabilities

355,037

359,679

Derivative financial liabilities

85,609

74,426

Borrowings

4,817,222

4,379,813

Unallocated other payables and accruals

743,748

246,467

Unallocated provisions

-

1,336

Unallocated other non-current liabilities

41,325

29,979

Income tax payable

357,237

298,224

Total liabilities per consolidated balance sheet

30,731,047

25,891,422

  1. Analysis of revenue by geography

9 months ended

9 months ended

December 31,

December 31,

2019

2018

US$'000

US$'000

China

8,854,350

9,929,812

AP

8,965,759

7,231,652

EMEA

9,478,596

9,567,406

AG

12,838,273

12,598,794

40,136,978

39,327,664

  1. Analysis of revenue by timing of revenue recognition

9 months ended

9 months ended

December 31,

December 31,

2019

2018

US$'000

US$'000

Point in time

39,177,055

38,589,717

Over time

959,923

737,947

40,136,978

39,327,664

(f)

Other segment information

IDG

DCG

Total

2019

2018

2019

2018

2019

2018

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

For the nine months ended December 31

Depreciation and amortization

408,696

340,321

176,234

155,226

584,930

495,547

Finance income

15,863

16,088

2,454

102

18,317

16,190

Finance costs

168,469

133,067

13,913

14,908

182,382

147,975

Additions to non-current assets (Note)

612,731

703,115

208,929

71,779

821,660

774,894

Note: Excluding other non-current assets and including non-current assets acquired through acquisition of subsidiaries.

26

  1. Included in segment assets for reportable segments are goodwill and trademarks and trade names with indefinite useful lives with an aggregate amount of US$6,167 million (March 31, 2019: US$6,211 million). The carrying amounts of goodwill and trademarks and trade names with indefinite useful lives are presented below:
    At December 31, 2019

Mature

Emerging

China

AP

EMEA

AG

Market

Market

Total

US$ million

US$ million

US$ million

US$ million

US$ million

US$ million

US$ million

Goodwill

- PCSD

1,025

691

219

318

-

-

2,253

- MBG

-

-

-

-

672

896

1,568

- DCG

479

159

89

350

-

-

1,077

Trademarks and trade names

- PCSD

209

59

104

67

-

-

439

- MBG

-

-

-

-

197

263

460

- DCG

162

54

31

123

-

-

370

At March 31, 2019

Mature

Emerging

China

AP

EMEA

AG

Market

Market

Total

US$ million

US$ million

US$ million

US$ million

US$ million

US$ million

US$ million

Goodwill

- PCSD

1,051

679

221

320

-

-

2,271

- MBG

-

-

-

-

679

905

1,584

- DCG

490

158

88

351

-

-

1,087

Trademarks and trade names

- PCSD

209

59

104

67

-

-

439

- MBG

-

-

-

-

197

263

460

- DCG

162

54

31

123

-

-

370

The directors are of the view that there was no impairment of goodwill and trademarks and trade names based on impairment tests performed as at December 31, 2019 (March 31, 2019: Nil).

27

3 Operating profit

Operating profit is stated after charging/(crediting) the following:

3 months ended

9 months ended

3 months ended

9 months ended

December 31,

December 31,

December 31,

December 31,

2019

2019

2018

2018

US$'000

US$'000

US$'000

US$'000

Depreciation of property, plant and

equipment and amortization of prepaid

lease payments

69,983

207,884

75,248

219,504

Depreciation of right-of-use assets

26,083

75,128

-

-

Amortization of intangible assets

155,183

420,256

124,571

375,038

Employee benefit costs, including

1,108,987

3,271,969

1,015,040

2,961,493

- long-term incentive awards

68,978

192,675

56,017

155,643

Rental expenses under operating leases

3,396

11,435

30,109

101,883

Loss on disposal of property, plant and

equipment

642

1,348

668

3,124

Loss on disposal of intangible assets

50

1,066

694

694

Fair value (gain)/loss on financial assets

at fair value through profit or loss

(49,543)

(49,435)

5,270

(99,137)

Fair value loss on a financial liability at

fair value through profit or loss

10,000

13,000

-

-

Gain on disposal of subsidiaries

-

(12,844)

-

-

Gain on deemed disposal of a subsidiary

-

-

(22,811)

(22,811)

Dilution gain on interest in an associate

-

-

-

(18,121)

Gain on disposal of interest in an

associate

(3,922)

(3,922)

-

-

4

Finance income and costs

(a)

Finance income

3 months ended

9 months ended

3 months ended

9 months ended

December 31,

December 31,

December 31,

December 31,

2019

2019

2018

2018

US$'000

US$'000

US$'000

US$'000

Interest on bank deposits

11,694

31,463

4,527

15,279

Interest on money market funds

1,675

6,380

1,474

2,196

13,369

37,843

6,001

17,475

(b)

Finance costs

3 months ended

9 months ended

3 months ended

9 months ended

December 31,

December 31,

December 31,

December 31,

2019

2019

2018

2018

US$'000

US$'000

US$'000

US$'000

Interest on bank loans and

overdrafts

20,321

67,933

23,760

70,644

Interest on convertible bonds

9,898

29,618

-

-

Interest on notes

21,785

68,993

32,464

92,262

Interest on lease liabilities

4,534

12,496

-

-

Factoring costs

44,202

158,353

24,623

67,250

Interest on contingent

consideration and written put

option liabilities

6,636

19,900

4,355

7,379

Others

219

1,542

703

1,950

107,595

358,835

85,905

239,485

28

5 Taxation

The amount of taxation in the consolidated income statement represents:

3 months ended

9 months ended

3 months ended

9 months ended

December 31,

December 31,

December 31,

December 31,

2019

2019

2018

2018

US$'000

US$'000

US$'000

US$'000

Current tax

Hong Kong profits tax

26,351

57,335

8,995

17,760

Taxation outside Hong Kong

128,973

333,332

128,379

304,156

Deferred tax

Credit for the period

(70,595)

(191,338)

(51,886)

(169,137)

84,729

199,329

85,488

152,779

Hong Kong profits tax has been provided for at the rate of 16.5% (2018/19: 16.5%) on the estimated assessable profit for the period. Taxation outside Hong Kong represents income and irrecoverable withholding taxes of subsidiaries operating in the Chinese Mainland and overseas, calculated at rates applicable in the respective jurisdictions.

6 Earnings per share

  1. Basic
    Basic earnings per share is calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the period after adjusting shares held by employee share trusts for the purposes of awarding shares to eligible employees under the long term incentive program.

3 months ended

9 months ended

3 months ended

9 months ended

December 31,

December 31,

December 31,

December 31,

2019

2019

2018

2018

Weighted average number

of ordinary shares in issue

12,014,791,614

12,014,791,614

12,014,791,614

12,014,791,614

Adjustment for shares held

by employee share trusts

(57,160,242)

(90,663,388)

(116,286,458)

(121,645,000)

Weighted average number

of ordinary shares in issue

for calculation of basic

earnings per share

11,957,631,372

11,924,128,226

11,898,505,156

11,893,146,614

US$'000

US$'000

US$'000

US$'000

Profit attributable to equity

holders of the Company

258,117

622,538

232,771

478,218

29

  1. Diluted
    Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding due to the effect of all dilutive potential ordinary shares. The Company has three (2018/19: two) categories of dilutive potential ordinary shares, namely long-term incentive awards, bonus warrants and convertible bonds (2018/19: long-term incentive awards and bonus warrants). Long-term incentive awards were dilutive for the three months and nine months ended December 31, 2019 and 2018. Bonus warrants were dilutive for the three months and nine months ended December 31, 2019 and anti-dilutive for the three months and nine months ended December 31, 2018. Convertible bonds were dilutive for the three months and nine months ended December 31, 2019.

3 months ended

9 months ended

3 months ended

9 months ended

December 31,

December 31,

December 31,

December 31,

2019

2019

2018

2018

Weighted average number of

ordinary shares in issue for

calculation of basic earnings

11,957,631,372

11,924,128,226

11,898,505,156

11,893,146,614

per share

Adjustment for long-term

193,424,497

283,411,890

253,804,385

38,371,004

incentive awards

Adjustment for bonus warrants

3,886,240

10,646,786

-

-

Adjustment for convertible

694,709,646

694,709,646

-

-

bonds

Weighted average number of

ordinary shares in issue for

calculation of diluted earnings

12,849,651,755

12,912,896,548

12,152,309,541

11,931,517,618

per share

US$'000

US$'000

US$'000

US$'000

Profit attributable to equity

holders of the Company

used to determine basic

258,117

622,538

232,771

478,218

earnings per share

Adjustment for interest on

8,265

24,731

-

-

convertible bonds, net of tax

Profit attributable to equity

holders of the Company

used to determine diluted

266,382

647,269

232,771

478,218

earnings per share

The calculation of the diluted earnings per share amount is based on the profit attributable to ordinary equity holders of the Company, adjusted to reflect the impact from any dilutive potential ordinary shares, as appropriate. The weighted average number of ordinary shares used in the calculation is the number of ordinary shares in issue during the period, as used in the basic earnings per share calculation, and the weighted average number of ordinary shares assumed to have been issued at no consideration on the deemed exercise or conversion of all dilutive potential ordinary shares into ordinary shares.

30

7 Ageing analysis

  1. Customers are generally granted credit term ranging from 0 to 120 days. Ageing analysis of trade receivables of the Group at the balance sheet date, based on invoice date, is as follows:

December 31, 2019

March 31, 2019

US$'000

US$'000

0 - 30 days

6,237,230

4,560,771

31 - 60 days

1,880,846

1,332,471

61 - 90 days

612,601

430,207

Over 90 days

542,962

438,377

9,273,639

6,761,826

Less: loss allowance

(114,433)

(100,342)

Trade receivables - net

9,159,206

6,661,484

  1. Ageing analysis of trade payables of the Group at the balance sheet date, based on invoice date, is as follows:

December 31, 2019

March 31, 2019

US$'000

US$'000

0 - 30 days

5,218,182

4,279,000

31 - 60 days

2,076,885

1,046,525

61 - 90 days

932,475

757,718

Over 90 days

438,277

346,592

8,665,819

6,429,835

8 Deposits, prepayments and other receivables

Details of deposits, prepayments and other receivables are as follows:

December 31, 2019

March 31, 2019

US$'000

US$'000

Deposits

15,427

14,632

Other receivables

3,132,513

2,587,439

Prepayments

1,258,427

1,151,855

4,406,367

3,753,926

Other receivables mainly comprise amounts due from subcontractors for components sold in the ordinary course of business.

31

9

Provisions, other payables and accruals

(a)

Details of other payables and accruals are as follows:

December 31, 2019

March 31, 2019

US$'000

US$'000

Accruals

2,318,150

1,969,914

Allowance for billing adjustments (i)

2,064,570

1,650,226

Contingent consideration (Note 10(a))

116,824

-

Other payables (ii)

6,068,314

5,322,196

10,567,858

8,942,336

Notes:

    1. Allowance for billing adjustments relates primarily to allowances for future volume discounts, price protection, rebates, and customer sales returns.
    2. Majority of other payables are obligations to pay for finished goods that have been acquired in the ordinary course of business from subcontractors.
    3. The carrying amounts of other payables and accruals approximate their fair values.
  1. The components of provisions are as follows:

Environmental

Warranty

restoration

Restructuring

Total

US$'000

US$'000

US$'000

US$'000

Year ended March 31, 2019

At the beginning of the year

1,081,218

8,919

54,053

1,144,190

Exchange adjustment

(37,163)

(274)

(1,991)

(39,428)

Provisions made

807,636

14,545

-

822,181

Amounts utilized

(875,413)

(14,403)

(36,576)

(926,392)

Acquisition of subsidiaries

-

24,510

-

24,510

976,278

33,297

15,486

1,025,061

Long-term portion classified as

non-current liabilities

(254,601)

(31,772)

-

(286,373)

At the end of the year

721,677

1,525

15,486

738,688

Period ended December 31, 2019

At the beginning of the period

976,278

33,297

15,486

1,025,061

Exchange adjustment

(7,242)

655

(91)

(6,678)

Provisions made

643,494

14,673

-

658,167

Amounts utilized

(587,913)

(13,699)

(15,395)

(617,007)

1,024,617

34,926

-

1,059,543

Long-term portion classified as non-

current liabilities

(268,036)

(32,787)

-

(300,823)

At the end of the period

756,581

2,139

-

758,720

The Group records its warranty liability at the time of sales based on estimated costs. Warranty claims are reasonably predictable based on historical failure rate information. The warranty accrual is reviewed quarterly to verify it properly reflects the outstanding obligation over the warranty period. Certain of these costs are reimbursable from the suppliers in accordance with the terms of relevant arrangements with them.

32

The Group records its environmental restoration provision at the time of sales based on estimated costs of environmentally-sound disposal of waste electrical and electronic equipment upon return from end-customers and with reference to the historical or projected future return rate. The environmental restoration provision is reviewed at least annually to assess its adequacy to meet the Group's obligation.

Restructuring costs provision mainly comprises lease termination obligations and employee termination payments, arising from a series of restructuring actions to reduce costs and enhance operational efficiency. The Group records its restructuring costs provision when it has a present legal or constructive obligation as a result of restructuring actions.

10 Other non-current liabilities

Details of other non-current liabilities are as follows:

December 31, 2019

March 31, 2019

US$'000

US$'000

Contingent consideration (a)

-

113,283

Deferred consideration (a)

25,072

25,072

Written put option liabilities (b)

802,020

783,505

Lease liabilities

345,242

-

Environmental restoration (Note 9(b))

32,787

31,772

Government incentives and grants received in advance (c)

49,667

50,087

Deferred rent liabilities

-

83,977

Others

165,211

159,950

1,419,999

1,247,646

  1. Pursuant to the completion of business combinations, the Group is required to pay in cash to the then respective sellers' contingent consideration with reference to certain performance indicators as written in the respective agreements with the sellers; and deferred consideration. Accordingly, current and non-current liabilities in respect of the fair value of contingent consideration and present value of deferred consideration have been recognized. The contingent consideration is subsequently re-measured at its fair values as a result of change in the expected performance at each balance sheet date, with any resulting gain or loss recognized in the consolidated income statement. Deferred consideration is subsequently carried at amortized cost.
    During the period, the contingent consideration to Fujitsu Limited ("Fujitsu") has been reclassified to current liabilities as it will fall due in May 2020. As at December 31, 2019, the potential undiscounted amounts of future payments in respect of the contingent and deferred considerations that the Group could be required to make to the then respective sellers under such arrangements are as follows:

Joint venture with NEC Corporation

US$25 million

Fujitsu

JPY2.55 billion to JPY12.75 billion

33

  1. (i) Pursuant to the joint venture agreement entered into between the Company and Fujitsu, the Company and Fujitsu are respectively granted call and put options which entitle the Company to purchase from Fujitsu and Development Bank of

    1. Japan ("DBJ"), or Fujitsu and DBJ to sell to the Company, the 49% interest in Fujitsu Client Computing Limited and its subsidiary, Shimane Fujitsu Limited
      (together "FCCL"). Both options will be exercisable following the fifth anniversary of the date of completion. The exercise price for the call and put options will be determined based on the fair value of the 49% interest as of the day of exercising the option. FCCL will pay to its shareholders by way of dividends in their respective shareholding proportion in a range of FCCL's profits available for distribution under applicable law in respect of each financial year during the term of the joint venture agreement, after making transfers to reserves and provisions.
    2. During the year ended March 31, 2019, Hefei Zhi Ju Sheng Bao Equity

Investment Co., Ltd ("ZJSB") acquired the 49% interest in a joint venture company ("JV Co") from Compal Electronics, Inc. The Company and ZJSB respectively own 51% and 49% of the interest in the JV Co. Pursuant to the option agreement entered into between a wholly owned subsidiary of the Group and Hefei Yuan Jia Start-up Investment LLP ("Yuan Jia"), which holds 99.31% interest in ZJSB, the Group and Yuan Jia are respectively granted call and put options which entitle the Group to purchase from Yuan Jia, or Yuan Jia to sell to the Group, the 99.31% interest in ZJSB. The call and put options will be exercisable at any time after August 31, 2022 and August 31, 2021 respectively. The exercise price for the call and put options will be determined in accordance with the joint venture agreement, and up to a maximum of RMB2,300 million (approximately US$330 million).

The financial liability that may become payable under the put option and dividend requirement is initially recognized at present value of redemption amount within other non-current liabilities with a corresponding charge directly to equity, as a put option written on non-controlling interest.

The put option liability shall be re-measured as a result of the change in the expected performance at each balance sheet date, with any resulting gain or loss recognized in the consolidated income statement. In the event that the put option lapses unexercised, the liability will be derecognized with a corresponding adjustment to equity.

  1. Government incentives and grants received in advance by certain group companies included in other non-current liabilities are mainly related to research and development projects and construction of property, plant and equipment. These Group companies are obliged to fulfill certain conditions under the terms of the government incentives and grants. The government incentive and grants are credited to the income statement upon fulfillment of those conditions and on a straight line basis over the expected life of the related assets respectively.

34

11

Borrowings

December 31, 2019

March 31, 2019

US$'000

US$'000

Current liabilities

Short-term loans (i)

2,089,894

1,166,907

Note (ii)

574,190

786,136

2,664,084

1,953,043

Non-current liabilities

Notes (ii)

1,243,155

1,836,264

Convertible bonds (iii)

602,983

590,506

Convertible preferred shares (iv)

307,000

-

2,153,138

2,426,770

4,817,222

4,379,813

  1. The majority of the short-term bank loans are denominated in United States dollars. As at December 31, 2019, the Group has total revolving and short-term loan facilities of US$2,735 million (March 31, 2019: US$2,501 million) which has been utilized to the extent of US$2,101 million (March 31, 2019: US$1,181 million).

(ii)

Interest rate

December 31, 2019

March 31, 2019

Issue date

Principal amount

Term

per annum

Due date

US$'000

US$'000

May 8, 2014

US$786 million

5 years

4.7%

May 2019

-

786,136

June 10, 2015

RMB4 billion

5 years

4.95%

June 2020

574,190

594,747

March 16, 2017

US$500 million

5 years

3.875%

March 2022

498,013

497,391

March 29, 2018

US$750 million

5 years

4.75%

March 2023

745,142

744,126

1,817,345

2,622,400

  1. On January 24, 2019, the Company completed the issuance of 5-Year US$675 million convertible bonds bearing annual interest at 3.375% due in January 2024 ("the Bonds") to third party professional investors ("the bondholders"). The bondholders have the right, at any time on or after 41 days after the date of issue up to the 10th day prior to the maturity date, to convert part or all of the outstanding principal amount of the Bonds into ordinary shares of the Company at a conversion price of HK$7.99 per share, subject to adjustments. The conversion price was adjusted to HK$7.62 per share effective on November 30, 2019.
    The outstanding principal amount of the Bonds is repayable by the Company upon the maturity of the Bonds on January 24, 2024, if not previously redeemed, converted or purchased and cancelled. The proceeds would be used to repay previous notes and for general corporate purposes. Assuming full conversion of the Bonds at the adjusted conversion price of HK$7.62 per share, the Bonds will be convertible into 694,709,646 shares. The Group expects that it will be able to meet its redemption obligations based on the financial position of the Group.
    The initial fair value of the liability portion of the bond was determined using a market interest rate for an equivalent non-convertible bond at the issue date. The liability is subsequently recognized on an amortized cost basis until extinguished on conversion or maturity of the bonds. The remainder of the proceeds is allocated to the conversion option and recognized in shareholders' equity, net of income tax, and not subsequently remeasured.
  2. On June 21, 2019, the Group completed the issuance of 2,054,791 convertible preferred shares through its wholly owned subsidiary, Lenovo Enterprise Technology Company
    Limited ("LETCL").

35

The convertible preferred shares are convertible to 20% of the enlarged issued ordinary share capital of LETCL on an as-converted and fully-diluted basis. The holders of the convertible preferred shares will be entitled cash dividends of 4% per annum payable semi-annually on the original subscription price until December 31, 2023. Upon the occurrence of certain specified conditions, the holders of convertible preferred shares will have the right to require LETCL to redeem or the Company to purchase all of their convertible preferred shares at the predetermined consideration. Accordingly, the convertible preferred shares are classified as a financial liability.

The aggregated subscription price of convertible preferred shares is approximately US$300 million. The net proceeds from the issuance will be used by LETCL and its subsidiaries towards general corporate funding and capital expenditure of LETCL and its subsidiaries.

The Group expects that it will be able to meet its redemption obligations based on the financial position of the Group.

The exposure of all the borrowings of the Group to interest rate changes and the contractual repricing dates as at December 31, 2019 and March 31, 2019 are as follows:

December 31, 2019

March 31, 2019

US$'000

US$'000

Within 1 year

2,664,084

1,953,043

Over 1 to 3 years

498,013

1,092,138

Over 3 to 5 years

1,655,125

1,334,632

4,817,222

4,379,813

12

Share capital

December 31, 2019

March 31, 2019

Number of

US$'000

Number of

US$'000

Shares

shares

Issued and fully paid:

Voting ordinary shares:

At the beginning and end of the

period/year

12,014,791,614

3,185,923

12,014,791,614

3,185,923

13 Perpetual securities

In March 2017, the Group issued a total of US$850 million perpetual securities through its wholly owned subsidiary, Lenovo Perpetual Securities Limited ("the issuer"). The net proceeds amounted to approximately US$842 million. The securities are perpetual, non-callable in the first 5 years and entitle the holders to receive distributions at a distribution rate of 5.375% per annum in the first 5 years, floating thereafter and with a fixed step up margin, payable semi- annually in arrears, cumulative and compounding. As the perpetual securities do not contain any contractual obligation to pay cash or other financial assets pursuant to the terms and conditions of the issue; in accordance with HKAS 32, they are classified as equity and for accounting purpose regarded as part of non-controlling interests.

In April 2017, the Group issued an additional US$150 million perpetual securities under the same terms, which are fungible with and form a single series with the aforementioned US$850 million perpetual securities.

36

14 Reconciliation of profit before taxation to net cash generated from operations

9 months ended

9 months ended

December 31,

December 31,

2019

2018

US$'000

US$'000

Profit before taxation

940,409

676,418

Share of losses of associates and joint ventures

11,107

5,886

Finance income

(37,843)

(17,475)

Finance costs

358,835

239,486

Depreciation of property, plant and equipment and amortization

of prepaid lease payments

207,884

219,504

Depreciation of right-of-use assets

75,128

-

Amortization of intangible assets

420,256

375,038

Share-based compensation

192,675

155,643

Loss on disposal of property, plant and equipment

1,348

3,124

Loss on disposal of intangible assets

1,066

694

Gain on disposal of subsidiaries

(12,844)

-

Gain on deemed disposal of a subsidiary

-

(22,811)

Gain on disposal of interest in an associate

(3,922)

-

Dilution gain on interest in an associate

-

(18,121)

Fair value change on bonus warrants

(15,869)

3,541

Fair value change on financial instruments

16,252

6,259

Fair value change on financial assets at fair value through profit

or loss

(49,435)

(99,137)

Fair value change on a financial liability at fair value through

profit or loss

13,000

-

Dividend income

(6,206)

(230)

(Increase)/decrease in inventories

(577,613)

139,030

Increase in trade receivables, notes receivable, deposits,

prepayments and other receivables

(3,142,649)

(785,491)

Increase in trade payables, notes payable, provisions,

other payables and accruals

3,967,285

1,410,171

Effect of foreign exchange rate changes

73,904

79,068

───────────

Net cash generated from operations

2,432,768

2,370,597

37

Reconciliation of financing liabilities

This section sets out an analysis of financing liabilities and the movements in financing liabilities for the period presented.

December 31, 2019

March 31, 2019

Financing liabilities

US$'000

US$'000

Short-term loans - current

2,089,894

1,166,907

Note - current

574,190

786,136

Notes - non-current

1,243,155

1,836,264

Convertible bonds - non-current

602,983

590,506

Convertible preferred shares - non-current

307,000

-

Lease liabilities - current

87,347

-

Lease liabilities - non-current

345,242

-

──────────────

───────────

5,249,811

4,379,813

Short-term loans - variable interest rates

2,072,655

1,166,907

Short-term loans - fixed interest rates

17,239

-

Notes - fixed interest rates

1,817,345

2,622,400

Convertible bonds - fixed interest rates

602,983

590,506

Convertible preferred shares - fair value

307,000

-

Lease liabilities - fixed interest rates

432,589

-

──────────────

───────────

5,249,811

4,379,813

Convertible

Short-

Convertible

preferred

Lease

term

Notes

bonds

shares

Lease

liabilities

loans

Note

non-

non-

non-

liabilities

non-

current

current

current

current

current

current

current

Total

US$'000 US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

Financing liabilities as at

April 1, 2018

1,166,692

-

2,648,725

-

-

-

-

3,815,417

Proceeds from borrowings

5,700,215

-

-

-

-

-

-

5,700,215

Repayments of borrowings

(5,700,000)

-

-

-

-

-

-

(5,700,000)

Transfer

-

774,341

(774,341)

-

-

-

-

-

Issue of convertible bonds

-

-

-

675,000

-

-

-

675,000

Issuing cost of convertible

bonds

-

-

-

(10,107)

-

-

-

(10,107)

Foreign exchange

adjustments

-

-

(41,014)

-

-

-

-

(41,014)

Other non-cash movements

-

11,795

2,894

(74,387)

-

-

-

(59,698)

Financing liabilities as at

March 31, 2019

1,166,907

786,136

1,836,264

590,506

-

-

-

4,379,813

Financing liabilities as at

April 1, 2019

1,166,907

786,136

1,836,264

590,506

-

-

-

4,379,813

Change in accounting

policy

-

-

-

-

-

77,903

331,441

409,344

Proceeds from borrowings

3,046,800

-

-

-

-

-

-

3,046,800

Repayments of borrowings

(2,143,800)

(786,244)

-

-

-

-

-

(2,930,044)

Transfer

-

581,389

(581,389)

-

-

51,424

(51,424)

-

Issue of convertible

preferred shares

-

-

-

-

300,000

-

-

300,000

Principal elements of lease

payments

-

-

-

-

-

(98,590)

-

(98,590)

Foreign exchange

adjustments

-

(7,639)

(13,548)

-

-

-

-

(21,187)

Other non-cash movements

19,987

548

1,828

12,477

7,000

56,610

65,225

163,675

Financing liabilities as at

December 31, 2019

2,089,894

574,190

1,243,155

602,983

307,000

87,347

345,242

5,249,811

38

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

During the nine months ended December 31, 2019, neither the Company nor any of its subsidiaries purchased, sold or redeemed any of the Company's listed securities, except that the respective trustee of the long-term incentive program and the employee share purchase plan of the Company purchased a total of 124,448,639 shares from the market for award to employees upon vesting. Details of these program and plan are set out in the 2019/20 interim report of the Company.

REVIEW BY AUDIT COMMITTEE

The Audit Committee of the Company has been established since 1999 with the responsibility to assist the Board in providing an independent review of the financial statements, risk management and internal control systems. It acts in accordance with its terms of reference which clearly deal with its membership, authority, duties and frequency of meetings. Currently, the Audit Committee is chaired by an independent non-executive director, Mr. Nicholas C. Allen, and comprises four members including Mr. Nicholas C. Allen and the other three independent non-executive directors, Mr. William Tudor Brown, Mr. Gordon Robert Halyburton Orr and Mr. Woo Chin Wan Raymond.

The Audit Committee of the Company has reviewed the unaudited financial results of the Group for the nine months ended December 31, 2019. It meets regularly with the management, the external auditor and the internal audit personnel to discuss the accounting principles and practices adopted by the Group and internal control and financial reporting matters.

COMPLIANCE WITH CORPORATE GOVERNANCE CODE

None of the directors of the Company is aware of any information that would reasonably indicate that the Company is not, or was not during the nine months ended December 31, 2019, in compliance with the code provisions of the Corporate Governance Code and Corporate Governance Report (the "CG Code") as set out in Appendix 14 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, with the exception that the roles of the chairman of the Board (the "Chairman") and the chief executive officer of the Company (the "CEO") have not been segregated as required by code provision A.2.1 of the CG Code.

The Board has reviewed the organization human resources planning of the Company and is of the opinion that it is appropriate and in the best interests of the Company at the present stage for Mr. Yang Yuanqing ("Mr. Yang") to continue to hold both the positions as it would help to maintain the continuity of the strategy execution and stability of the operations of the Company. The Board comprising a vast majority of independent non-executive directors meets regularly on a quarterly basis to review the operations of the Company led by Mr. Yang.

The Board also appointed Mr. William O. Grabe as the lead independent director (the "Lead Independent Director") with broad authority and responsibility. Among other responsibilities, the Lead Independent Director serves as Chair of the Nomination and Governance Committee meeting and/or Board meeting whenever the Committee and/or Board is considering (i) the combined roles of Chairman and CEO; and

  1. assessment of the performance of Chairman and/or CEO. The Lead Independent Director also calls and chairs meeting(s) with all independent non-executive directors without management and executive director present at least once a year on such matters as are deemed appropriate. Accordingly, the Board believes that the current Board structure with combined roles of Chairman and CEO, the appointment of Lead Independent Director and a vast majority of independent non-executive directors provide an effective balance on power and authorizations between the Board and the management of the Company.

39

By Order of the Board

Yang Yuanqing

Chairman and

Chief Executive Officer

February 20, 2020

As at the date of this announcement, the executive director is Mr. Yang Yuanqing; the non-executive directors are Mr. Zhu Linan and Mr. Zhao John Huan; and the independent non-executive directors are Mr. Nicholas C. Allen, Mr. Nobuyuki Idei, Mr. William O. Grabe, Mr. William Tudor Brown, Mr. Yang Chih-Yuan Jerry, Mr. Gordon Robert Halyburton Orr and Mr. Woo Chin Wan Raymond.

40

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Lenovo Group Limited published this content on 20 February 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 February 2020 04:06:02 UTC