Contents

Corporate Information

2

Chairman's Statement

3

Management Discussion and Analysis

4

Other Information

13

Unaudited Interim Financial Report

  Consolidated Statement of Profit or Loss

17

  Consolidated Statement of Profit or Loss and

    Other Comprehensive Income

18

  Consolidated Statement of Financial Position

19

  Consolidated Statement of Changes in Equity

21

  Condensed Consolidated Cash Flow Statement

23

  Notes to the Unaudited Interim Financial Report

25

Independent Review Report

44

CorporateInformation

Directors

Executive Directors

Wang Yan (Chairman)

Dai Bin (Chief Executive Officer)

Qin Xiang (Chief Operating Officer)

Non-Executive Directors

Yin Jianhong

Yang Yuhua

Independent Non-Executive Directors

Fan Ren-Da, Anthony

Wang Yifu

Leung Chung Ki

Tang Hon Man

Audit Committee

Fan Ren-Da, Anthony (Chairman)

Wang Yifu

Yang Yuhua

Remuneration Committee

Tang Hon Man (Chairman)

Wang Yan

Wang Yifu

Nomination Committee

Tang Hon Man (Chairman)

Wang Yan

Wang Yifu

Authorised Representatives

Wang Yan

Hung Fan Kwan FCPA, FCCA

Company Secretary

Hung Fan Kwan FCPA, FCCA

Auditors

KPMG

Public Interest Entity Auditor registered in accordance   with the Financial Reporting Council Ordinance

Registered Office

Cricket Square

Hutchins Drive

P.O. Box 2681

Grand Cayman KY1-1111

Cayman Islands

Principal Place of Business   in Hong Kong

Room 4205-10, 42/F

China Resources Building

26 Harbour Road

Wanchai

Hong Kong

China Offices

18/F, Block C, Heqiao Mansion

No. 8 Guanghua Jia Road

Chaoyang District

Beijing, China

Room 1705, China Resources Building

Yuehai Sub-district Office

Nanshan District

Shenzhen City, China

Hong Kong Share Registrar

Computershare Hong Kong Investor Services Limited

Shops 1712-1716

17th Floor, Hopewell Centre

183 Queen's Road East

Wanchai

Hong Kong

Stock Code

The Stock Exchange of Hong Kong Limited: 1387

Investor Relations

Company Website: www.diligrp.com

Email: ir@dili.com.hk

2

C h i n a D i l i G r o u p   /   I n t e r i m R e p o r t 2 0 2 0

Chairman's Statement

During the first half of 2020, in the face of the sudden and unprecedented COVID-19 pandemic outbreak, China Dili Group had overcome all the challenges. We honoured and performed our social responsibilities to fight against the pandemic and to ensure stable supply of fresh food with enormous success. On the other hand, we had also accelerated and made good progress in implementing our business transformation plan. With the joint efforts of all our staff, we recorded a net profit of RMB140 million during the first half of 2020.

In the beginning of 2020 when the outbreak of COVID-19 pandemic was still at the early stage, we were already on high alert and had been monitoring the situation closely. On 22 January 2020, we immediately implemented our "anti-pandemic emergency management measures". Our mission and responsibility were to ensure supply of fresh food to cities and communities at stable price. We mobilized all our resources and spent every effort in keeping our markets opened for operation while ensuring a safe trading and working proximity for our customers and staff respectively. To achieve this, we strictly controlled entry of all vehicles, goods and, customers by conducting mandatory examination at the entry gates. We also conducted thorough disinfection of all corners and spaces in our markets and provided prompt updates on the situation and arranged our key operation staff to conduct COVID-19 DNA tests.

During this tough situation, we took various measures to assist and support our customers for their operation and trading, so to ensure stable supply of fresh food to cities and other regions. Such measures include reduction of rent and fees of our markets, assistance provided to our customers in cross-region trading as well as online sales. Our Shouguang Market also closely worked with the government to undertake the mission of "guaranteed supply" of vegetables to Beijing and Wuhan. In addition, we have made a donation of RMB15,000,000 to Wuhan to support local communities. The contribution we made to our country and the responsibilities we had undertaken earned the attention and high recognition of Ministry of Commerce and other government authorities at State level, as well as high praises by the public across.

During the first half of the year, the Group made a step further in optimizing our organization structure and management system. We made a big progress by setting up a "management headquarter" in Qianhai, Shenzhen and continued to optimize the internal management policies in five major areas, including human resources, financial management, information technology, corporate culture, and brand promotion. As a result, the management system of China Dili Group has been further improved.

During the period, we also made significant progress in building our supply chain service system and made headway to "plug- in" the new functions into our proposed all-in-one supply chain services system, namely the function of food safety tracking, "intelligent" wholesale market operation, supply-side finance, collective-purchase and delivery services. Meanwhile, progress had been made in the design and planning of our new market, namely Kunming International Agricultural Produce Logistic Park (the "Kunming Market"). The Kunming Market will further expand the Group's strategic presence in the agricultural product distribution sector. In addition, the Group had also accelerated the acquisition of land and assets of its existing wholesale markets.

Finally, on behalf of China Dili Group, I am very grateful to all the recognition and praises paid to our Group. China Dili Group will continue lifting up the mission and responsibilities rested on us as part of the frontline roles in ensuring the livelihood of our country with stable supply of quality fresh food. We will also go forward in our new quest in transforming into a fresh food supply services platform and becoming "the most trusted provider of fresh food distribution services in China".

Wang Yan

Chairman

27 August 2020

C h i n a D i l i G r o u p   /   I n t e r i m R e p o r t 2 0 2 0

3

ManagementDiscussion and Analysis

OUR BUSINESS

The Group operated 10 agriculture wholesale markets in 7 cities in the People's Republic of China (the "PRC") during the period under review.

Qiqihar Hada Market

Harbin Youyi Market

Harbin Hada Market

Muda Market

Shenyang Market

Shouguang Market

Hangzhou Fruit-products Market

Hangzhou Vegetable Market

Hangzhou Seafood Market

Guiyang Market

Our wholesale markets: 10

Hangzhou Dili Logistic Park Cluster* (杭州地利物流園集群) (the "Hangzhou Dili Cluster")

An innovative logistic park with electronic settlement & big data

The Hangzhou Dili Cluster consists of 3 markets, namely a fruit-products market, a vegetable market and a seafood market. The Hangzhou Dili Cluster is the largest agriculture wholesale market in Hangzhou.

The 3 markets within Hangzhou Dili Cluster were rebranded as Hangzhou Dili Logistic Park after completion of the Group's acquisition from an independent third party in July 2018.

The Hangzhou Dili Cluster has become a key logistic hub for agricultural produce within the Yangtze River Delta and surrounding regions. The supply of fruit, vegetable and seafood takes up approximately 70% of the local demand. At the same time, it serves a more extended area, including other cities in Zhejiang Province as well as Jiangsu Province, Anhui Province, Jiangxi Province and Hubei Province.

One of the prominent features of the Hangzhou Dili Cluster is the full implementation of electronic settlement as well as the big data system which collects, analyzes and makes use of trading and logistic data collected from the markets. The Hangzhou Dili Cluster is the pioneer in promoting integration and use of internet in the traditional agriculture wholesale market business.

Revenue

Six months ended

No. of wholesale markets

Total GFA#

30 June 2020

Approximately

3

245,017 sq.m.

RMB179.9 million

  • For identification purpose only
  • "GFA" represents Gross Floor Area.

4

C h i n a D i l i G r o u p   /   I n t e r i m R e p o r t 2 0 2 0

Management Discussion and Analysis

Shenyang Shouguang Dili Agricultural Produce and Side Products Market* (瀋陽壽光地利農副產品市場) ("Shenyang Market")

The largest transit center for agricultural products in Northeast China & fruits logistics hub

Shenyang Market consists of two large markets, namely Shenyang Fruit Market and Shenyang Fruit and Vegetable Market, and two smaller markets for commodity and condiments, and seafood respectively. Shenyang Market provides full categories of all agricultural produce. Shenyang Fruit Market is an old market where its operation dates back to mid-1990s. The Shenyang Market is located in Dadong District within the city of Shenyang.

Shenyang Market supplies more than 90% of local fruit market, and 50% of the fruits from the market is supplied to the three provinces of Northeast China and Inner Mongolia region.

Shenyang Market plays a decisive role in Northeast China as it's the major transit center for agricultural produce and side products in Northeast China as well as the largest fruits logistics hub in Northeast China.

Revenue

No. of wholesale markets

Total GFA#

Six months ended

30 June 2020

Approximately

1 (divided into several markets for different commodities)

264,517 sq.m.

RMB183.1 million

Guiyang Agricultural Produce Logistic Park* (貴陽農產品物流園) ("Guiyang Market")

The logistic hub in Southwest China

Guiyang Market is our Group's only wholesale market in Southwest China. It includes large-scale vegetable and fruit market, as well as markets for frozen food, grain and oil and condiments.

Through years of our efforts, Guiyang Market has now become the largest agricultural produce distribution center among the nine provinces of Southwest and Northwest region of China and extended its geographical coverage to Guangxi Province, Hunan Province and Hubei Province.

Guiyang Market is an integrated wholesale market, it covers outward distribution of product produced locally, as well as inward sales of agricultural produce from the outside regions. It provides full categories of agricultural produce and distribution channels for the poverty alleviation program promoted by the State.

Revenue

No. of wholesale markets

Total GFA#

Six months ended

30 June 2020

Approximately

1

187,081 sq.m.

RMB67.5 million

  • For identification purpose only
  • "GFA" represents Gross Floor Area.

C h i n a D i l i G r o u p   /   I n t e r i m R e p o r t 2 0 2 0

5

ManagementDiscussion and Analysis

Heilongjiang Dili Logistic Park Cluster* (黑龍江地利物流園集群) (the "Heilongjiang Dili Cluster")

Multi-level markets with focus on regional coverage and foreign trade

The Heilongjiang Dili Cluster includes 4 markets in Heilongjiang Province, including (1) Harbin Hada Agricultural Produce and Side Products Market* (哈爾濱哈達農副產品批發市場) ("Harbin Hada Market") which forms the core of the cluster, supported by (2) Qiqihar Hada Agricultural Produce Market* (齊齊哈爾哈達農產品市場) ("Qiqihar Hada Market"); (3) Muda International Agricultural Produce Logistic Park* (牡丹江國際農產品物流園) ("Muda Market") and (4) Harbin Youyi Agricultural Produce Market* (哈爾濱友誼農產品市場) ("Harbin Youyi Market"). These four markets form a multi-level cluster.

The geographical reach of the Heilongjiang Dili Cluster covers more than 50 cities and counties in Heilongjiang Province, Jilin Province and East of Inner Mongolia region.

Muda Market, which is part of the Heilongjiang Dili Cluster, focuses on Sino-Russian trade activities.

Revenue

No. of wholesale markets

Total GFA#

Six months ended

30 June 2020

Approximately

4

440,842 sq.m.

RMB177.9 million

China Shouguang Agricultural Produce Logistic Park* (中國壽光農產品物流園) ("Shouguang Market") Largest integrated agriculture logistic park in Asia

Shouguang Market is currently the largest integrated agriculture logistic park in Asia in terms of site area which amounts to 1,123,925 sq.m.. The market is divided into 6 functional zones, including fruit trading, vegetable trading, seeds trading and e-commerce business zones etc. Shouguang Market is the logistic hub of vegetable circulation linking the southern and northern part of China. It also serves as a key center nationwide for functions like national price setting for vegetables, trading information and logistic distribution.

The price indices created from the Shouguang Market serves as the approved national official price indices in China.

Revenue

No. of wholesale markets

Total GFA#

Six months ended

30 June 2020

Approximately

1

545,457 sq.m.

RMB80.9 million

  • For identification purpose only
  • "GFA" represents Gross Floor Area.

6

C h i n a D i l i G r o u p   /   I n t e r i m R e p o r t 2 0 2 0

Management Discussion and Analysis

Business Review

Hada Acquisition

On 27 April 2020, the Company announced the amendment of the terms of the acquisition of the land and properties of 7 existing agriculture wholesale markets operated by the Group which was first announced in June 2018 (the "Original Hada Acquisition"). The amendment of the terms include (i) the revised scope of the acquisition to be acquired by the Group by excluding the landlord entity holding the land and properties assets of the Shouguang Market; and (ii) the revised consideration of RMB4 billion for the acquisition of the land and properties of the other 6 markets and such consideration will be settled by issue of convertible bonds by the Company (the "Hada Acquisition").

The Hada Acquisition was approved by the independent shareholders on 24 June 2020 and completion had taken place on 21 August 2020. Pursuant to the completion of the Hada Acquisition, the convertible bonds of the principal amount of HKD4,405,286,344 (equivalent to RMB4 billion) for the settlement of the consideration was issued in favour of New Amuse Limited ("New Amuse"), a connected person of the Company and also the holding company which owns the target entities of the Hada Acquisition. On the same day, New Amuse fully exercised the conversion rights of the convertible bonds. As a result, a total of 2,702,629,658 shares have been allotted and issued to New Amuse by the Company.

As a result of the completion of the Hada Acquisition, apart from the 3 markets in Hangzhou where the Group acquired the business together with the land and assets in 2018, the Group now also owns the land and properties of other 6 markets under its operation, namely the Shenyang Market, Guiyang Market, Harbin Hada Market, Qiqihar Hada Market, Muda Market and Harbin Youyi Market. In respect of Shouguang Market, the Group continues to rent from the landlord, a connected person of the Company controlled by New Amuse, to occupy and use of the land and properties for operation of the Shouguang Market. The annual rental is RMB15,750,000 from the date of 21 August 2020 until 31 December 2021 and will be increased thereafter. Details of which can be referred to the circular of the Company dated 29 May 2020.

By consolidating the land and properties with the operation of the markets and assuming the "landlord" role, the Group is now flexible commercially in the investment and upgrade of the existing markets.

Dili Fresh Acquisition

On 31 October 2019, the Company completed the acquisition of 19% equity interests in Million Master Investment Limited ("Million Master"). Million Master and its subsidiaries (collectively the "Dili Fresh") operates through its PRC subsidiaries, the business of agricultural produce supermarket chain, fresh food chain and supply chain and logistics management in the PRC under the brand name of "Dili Fresh". The total consideration for the acquisition is RMB950 million. The acquisition is a key milestone for the Group's expansion into the downstream agricultural retail business. Since the completion of the acquisition of Dili Fresh, the Group has been working closely with Dili Fresh's management team to create synergies for both parties, especially in the area of fresh produce sourcing. Collaborations between the Group and Dili Fresh will be announced later once details are finalized and agreed.

C h i n a D i l i G r o u p   /   I n t e r i m R e p o r t 2 0 2 0

7

ManagementDiscussion and Analysis

Financial Review

Revenue

Our revenue comprises commission income primarily based on either value of transactions or weight of products, which we charge to traders. We also earn lease income by leasing space at the warehouses, icehouses and other facilities we have at our markets to assist traders to store and pack their products, and from renting rooms at our on-site residential areas and motels to traders.

For the six months ended 30 June 2020, the Group recorded a consolidated revenue of approximately RMB689.3 million (six months ended 30 June 2019: RMB738.6 million), representing a decrease of 6.7% when compared with that of last corresponding period. The commission income decreased by 11.4% to RMB478.1 million in this period as compared to RMB539.8 million in last corresponding period while the lease income increased by 6.2% to RMB211.2 million in this period as compared to RMB198.8 million in last corresponding period.

The Group experienced challenging business operation conditions with the impact of coronavirus ("COVID-19") pandemic, lockdowns and social distancing measures which resulted in temporary closures or shorten the operation hours of our agriculture wholesale markets. Hence, the transaction volumes decreased and commission income dropped accordingly. On the other hand, the lease income rose slightly by 6.2%.

Six months ended 30 June

2020

2019

Change

Change

RMB' million

RMB' million

RMB' million

%

Commission income

478.1

539.8

(61.7)

(11.4)

Lease income

211.2

198.8

12.4

6.2

Total

689.3

738.6

(49.3)

(6.7)

The analysis by agriculture wholesale markets:

Six months ended 30 June

2020

2019

Change

Change

Note

RMB' million

RMB' million

RMB' million

%

Hangzhou Fruit-products

72.4

  Market

(i)

94.8

(22.3)

(23.5)

Hangzhou Vegetable Market

(i)

68.9

74.4

(5.5)

(7.4)

Hangzhou Seafood Market

(ii)

38.6

34.9

3.7

10.7

Shenyang Market

(ii)

183.1

174.3

8.8

5.0

Guiyang Market

(i)

67.5

76.9

(9.4)

(12.3)

Harbin Hada Market

(i)

120.9

145.8

(24.9)

(17.1)

Qiqihar Hada Market

24.7

24.0

0.7

2.7

Muda Market

20.6

22.8

(2.2)

(9.6)

Harbin Youyi Market

11.7

12.2

(0.5)

(4.3)

Shouguang Market

80.9

78.5

2.4

3.1

Total

689.3

738.6

(49.3)

(6.7)

8

C h i n a D i l i G r o u p   /   I n t e r i m R e p o r t 2 0 2 0

Management Discussion and Analysis

Revenue (Continued)

Notes:

  1. The drop in revenue was mainly due to the decrease in the transaction volume with the impact of COVID-19 pandemic.
  2. The rise in revenue was due to increase in leased areas and the occupancy rate.

Other Income

Other income mainly comprised market service fee income of RMB73.5 million (six months ended 30 June 2019: RMB78.3 million). The decrease in market service fee income was in line with the drop of the revenue.

Administrative expenses

Administrative expenses mainly comprised staff cost, depreciation and donations. The increase was mainly due to the donations made by the Group to Wuhan amounted to RMB15.4 million to assist the families that have difficulties in the epidemic as well as to boost public hygiene for epidemic prevention.

Other operating expenses

Other operating expenses mainly comprised operating staff cost and utility charges during the six months ended 30 June 2020. The decrease was mainly due to the decrease in operating staff cost. Such decrease was mainly due to the decrease in staff bonus as well as government concession on contribution of social insurance funds.

Finance income

Finance income mainly represented the interest income earned from loans to related parties and loans to third parties. The decrease was mainly due to the drop in the loans to third parties during the period.

Finance expenses

Finance expenses mainly represented interest on lease liabilities and bank loans. The interest on lease liabilities amounted to RMB38.9 million for the six months ended 30 June 2020 (six months ended 30 June 2019: RMB40.3 million).

C h i n a D i l i G r o u p   /   I n t e r i m R e p o r t 2 0 2 0

9

ManagementDiscussion and Analysis

Liquidity and Financial Resources

The Group has net cash position and strong financial resources to support its working capital and future expansion.

The maturity profile of the Group's bank loans as at 30 June 2020 are repayable as follows:

30 June

31 December

2020

2019

RMB'000

RMB'000

Within one year

336,186

173,500

After one year but within two years

113,280

142,680

After two years but within five years

198,800

141,000

After five years

-

16,000

648,266

473,180

There was no material effect of seasonality on the Group's borrowing requirement. As at 30 June 2020, all the bank loans are denominated in RMB.

Foreign Currency Risk

Renminbi is not freely convertible into foreign currencies. All foreign exchange transactions involving Renminbi must take place through the People's Bank of China (the "PBOC") or other institutions authorized to buy and sell foreign exchange. The exchange rate adopted for the foreign exchange transactions are the rates of exchange quoted by the PBOC that would be subject to a managed float against an unspecified basket of currencies. Foreign currency payments, including the remittance of earnings outside the PRC, are subject to the availability of foreign currency (which depends on the foreign currency denominated earnings of the Group) and must be arranged through the PBOC with government approval.

All cash and bank balances of the Group denominated in Renminbi were placed in banks in Hong Kong and the PRC. Renminbi is not freely convertible and the remittance of earnings to overseas is subject to exchange control promulgated by the PRC government. All the revenue-generating operations of the Group are transacted in Renminbi. The Group also kept certain bank balances in Hong Kong which are denominated in US dollar or HK dollar. The Group is exposed to foreign currency risk on financing transactions denominated in currencies other than the functional currency of our subsidiaries (Renminbi) in the PRC and functional currency of the overseas group entities (Hong Kong dollar). Depreciation or appreciation of the Renminbi and Hong Kong dollar against foreign currencies can affect the Group's results. The Group currently does not maintain a foreign currency hedging policy. However, the Group's management monitors the foreign exchange exposure and will consider hedging significant foreign currency exposure should the need arise.

10

C h i n a D i l i G r o u p   /   I n t e r i m R e p o r t 2 0 2 0

Management Discussion and Analysis

Capital Structure and Treasury Policy

The Group adopt conservative policies in managing cash resources and bank borrowings. The Group closely monitors its cash flow position to ensure the Group has sufficient working capital available to meet the operational needs. It also takes into account the bank balances and cash, administrative and capital expenditures to prepare the cash flow forecast to forecast its future financial liquidity.

Use of Proceeds

As stated in the circular to the shareholders of the Company dated 25 June 2018, the Group had plans to use the proceeds obtained from the rights issue. The proceeds have been partially utilized and the residual balance is expected to be utilized on or before 31 December 2021. The amount used during the period ended 30 June 2020 and the residual balance to be used as at 30 June 2020 are as follows:

Residual

Residual

balance as at

balance to be

1 January

Used during

used as at

2020

the period

30 June 2020

Proposed use of proceeds

HKD million

HKD million

HKD million

(i)

For enlarging the trading hall and rental area of the markets

160

(20)

140

(ii) For upgrading infrastructure facilities of the markets

100

(9)

91

  1. For developing and installing information software and data

  collection and analysis systems in the markets

61

-

61

321

(29)

292

C h i n a D i l i G r o u p   /   I n t e r i m R e p o r t 2 0 2 0

11

ManagementDiscussion and Analysis

Charges on Assets

As at 30 June 2020, certain property and equipment and investment properties which had an aggregate carrying value of RMB1,198.1 million (as at 31 December 2019: RMB1,195.9 million) were pledged as securities for bank loans of the Group.

Capital Commitment

As at 30 June 2020, the future capital expenditure for which the Group had contracted but not provided for amounted to approximately RMB40.8 million (as at 31 December 2019: RMB49.7 million).

Contingent Liabilities

As at 30 June 2020, the Group provided financial guarantees to banks in respect of banking facilities granted to related parties amounted to RMB190.0 million, of which RMB145.0 million has been utilised by the related parties.

Gearing Ratio

The gearing ratio as at 30 June 2020, which was calculated by dividing the total bank loans and lease liabilities by total assets, was 16.41% (as at 31 December 2019: 15.15%).

Human Resources

As at 30 June 2020, the Group employed 2,419 staff (as at 30 June 2019: 2,575 staff). The Group's employees are remunerated according to the job nature, individual performance and market trends with built-in merit components. Total remuneration for the six months ended 30 June 2020 was approximately RMB156.9 million as compared with RMB165.5 million for the six months ended 30 June 2019. We have established a training program that aims to support and encourage members of our management team to continue improving their management skills and develop their careers, including arranging for seminars. We provide orientation training as well as on-the-job training on a regular basis on various topics, such as internal regulations, computer and management skills, sales skills and career development. Employees in Hong Kong participate in Mandatory Provident Fund Scheme while employees in the PRC also participate in similar scheme.

Dividend

The board of directors (the "Board") has resolved that there was no interim dividend declared for the six months ended 30 June 2020 (six months ended 30 June 2019: Nil).

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Other Information

Directors' and Chief Executives' Interests and Short Positions in Shares, Underlying Shares and Debentures

As at 30 June 2020, the interests and short positions of each director and chief executive of the Company in the shares, underlying shares and debentures of the Company and any of its associated corporations (within the meaning of Part XV of the Securities and Futures Ordinance ("SFO")) as recorded in the register maintained by the Company as required to be kept pursuant to Section 352 of the SFO or as otherwise notified to the Company and The Stock Exchange of Hong Kong Limited (the "Stock Exchange") pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers (the "Model Code") contained in Appendix 10 to the Rules Governing the Listing of Securities on the Stock Exchange (the "Listing Rules") were as follows:

Long/short positions in shares/underlying shares of the Company:

Number of

Approximate

issued shares/

percentage of

Nature of

underlying

interest in

Name of director

Capacity

interest

shares

the Company

Ms. Qin Xiang

Interest of spouse

Long position

800,000

0.01%

Mr. Yin Jianhong

Beneficial owner

Long position

4,835,000

0.08%

Save as disclosed above, none of the directors or chief executives of the Company or their associates had, as at 30 June 2020, any other interests or short positions in any shares, underlying shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO).

C h i n a D i l i G r o u p   /   I n t e r i m R e p o r t 2 0 2 0

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OtherInformation

Substantial Shareholders' and Other Persons' Interests and Short Positions in Shares and Underlying Shares

As at 30 June 2020, the interests or short positions of the substantial shareholders (other than the directors or chief executives of the Company) in the shares and underlying shares of the Company as recorded in the register required to be kept by the Company under Section 336 of the SFO were as follows:

Number of

Approximate

issued shares/

percentage of

Nature of interest

interest in

Name of shareholder

Capacity

(Note 1)

the Company

Mr. Dai Yongge

Beneficial owner

20,007,000

(L)

0.35%

Interest in controlled corporations (Note 2)

2,111,021,532

(L)

36.93%

Interest of spouse (Note 3)

3,514,336,975

(L)

61.49%

Interest in a controlled corporation

6,655,629

(S)

0.12%

Super Brilliant Investments Limited

Beneficial owner (Note 2)

2,011,810,466

(L)

35.20%

Beneficial owner

6,655,629

(S)

0.12%

Shining Hill Investments Limited

Interest in a controlled corporation (Note 2)

2,011,810,466

(L)

35.20%

Interest in a controlled corporation

6,655,629

(S)

0.12%

Ms. Zhang Xingmei

Interest in a controlled corporation (Note 4)

3,514,336,975

(L)

61.49%

Interest of spouse (Note 5)

2,131,028,532

(L)

37.28%

Interest of spouse (Note 5)

6,655,629

(S)

0.12%

New Amuse Limited

Beneficial owner

3,514,336,975

(L)

61.49%

Shouguang Dili Agri-products Group

Interest in a controlled corporation (Note 4)

3,514,336,975

(L)

61.49%

  Company Limited

Dili Group Holdings Company Limited

Interest in a controlled corporation (Note 4)

3,514,336,975

(L)

61.49%

Win Spread Limited

Interest in a controlled corporation (Note 4)

3,514,336,975

(L)

61.49%

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Other Information

Substantial Shareholders' and Other Persons' Interests and Short Positions in Shares and Underlying Shares (Continued)

Notes:

  1. The letter "L" denotes the person's long position in such shares and the letter "S" denotes the person's short position in such shares.
  2. Among 2,111,021,532 shares of the Company deemed to be interested by Mr. Dai Yongge, 15,912,000 shares are held by Gloss Season Limited ("Gloss Season"), which is held as to 100% by Mr. Dai Yongge, he is deemed to be interested in the shares held by Gloss Season; 2,011,810,466 shares are held by Super Brilliant Investments Limited ("Super Brilliant") and Super Brilliant is wholly-owned by Shining Hill Investments Limited ("Shining Hill"). Mr. Dai Yongge is interested in the entire issued share capital of Shining Hill which is in turn interested in the entire issued share capital of Super Brilliant and therefore, Mr. Dai Yongge and Shining Hill are deemed to be interested in the shares held by Super Brilliant; 83,299,066 shares are held by Wealthy Aim Holdings Limited ("Wealthy Aim"). As the entire issued share capital of Wealthy Aim is held by Broad Long Limited, which is held as to 100% by Mr. Dai Yongge, he is deemed to be interested in the shares held by Wealthy Aim.
  3. Mr. Dai Yongge is deemed to be interested in the shares held by his spouse, Ms. Zhang Xingmei.
  4. Ms. Zhang Xingmei holds the entire issued share capital of Win Spread Limited ("Win Spread"). Win Spread holds the entire issued share capital of Dili Group Holdings Company Limited ("Dili Group Holdings"). Dili Group Holdings holds the entire issued share capital of Shouguang Dili Agri-products Group Company Limited ("Shouguang Dili"). Shouguang Dili holds the entire issued share capital of New Amuse Limited ("New Amuse"). As at 30 June 2020, among the 3,514,336,975 shares of the Company interested in by New Amuse, (i) 811,707,317 shares were held by New Amuse and (ii) 2,702,629,658 shares represented the conversion shares (the "Conversion Shares") convertible from a convertible bond in the aggregate principal amount of HKD4,405,286,344, based on the initial conversion price of HKD1.63 per share, to be issued by the Company to New Amuse upon completion of the Hada Acquisition (the "Convertible Bond"). Accordingly, each of Ms. Zhang Xingmei, Win Spread, Dili Group Holdings and Shouguang Dili is deemed to be interested in the 3,514,336,975 shares interested in by New Amuse. On 21 August 2020, the Convertible Bond had been issued by the Company to New Amuse and New Amuse had fully exercised its conversion right under the Convertible Bond immediately thereafter. Accordingly, all Conversion Shares had been allotted and issued to New Amuse on the same day.
  5. Ms. Zhang Xingmei is deemed to have interests and short positions in the shares held by her spouse, Mr. Dai Yongge.

Save as disclosed above and so far as the Directors are aware of, as at 30 June 2020, there was no other person, other than the directors or chief executives of the Company, who had interests or short positions in the shares or underlying shares of the Company which would fall to be disclosed to the Company pursuant to the provisions of Divisions 2 and 3 of Part XV of the SFO, or which would be required, pursuant to section 336 of the SFO, to be entered in the register referred to therein.

Share Award Scheme

A share award scheme was adopted by the Board on 28 August 2018 (the "Share Award Scheme") to (i) recognize the contributions by certain employees and to provide them with incentives in order to retain them for the continual operation and development of the Group; and (ii) attract suitable personnel for further development of the Group. An independent third party has been appointed as a trustee (the "Trustee") under the Share Award Scheme.

The Share Award Scheme does not constitute a share option scheme or an arrangement analogous to a share option scheme for the purpose of Chapter 17 of the Listing Rules.

C h i n a D i l i G r o u p   /   I n t e r i m R e p o r t 2 0 2 0

15

OtherInformation

Share Award Scheme (Continued)

The Share Award Scheme shall be valid and effective for a term of 10 years commencing on the date of its adoption. Pursuant to the Share Award Scheme, the Trustee will purchase existing shares of the Company from the market or subscribe for new shares from the Company out of cash contributed by the Group and such shares will be held on trust for selected employees until such awarded shares are vested with the relevant selected employees. Vested shares will be transferred to the selected employees at no cost. At no point in time shall the Trustee be holding more than 5% of the total number of shares of the Company in issue under the Share Award Scheme. Details of the rules of the Share Award Scheme were set out in the announcement of the Company dated 28 August 2018.

Up to 30 June 2020, the Trustee had purchased a total of 123,796,200 existing shares of the Company from the market with a total cost of approximately RMB285.7 million. During the six months ended 30 June 2020, the Company has not issued any shares or granted any awarded shares under the Share Award Scheme to any selected employees.

Purchase, Sale or Redemption of the Company's Listed Securities

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

Corporate Governance Practices

The Company has complied with the code provisions in the Corporate Governance Code (the "CG Code") as set out in Appendix 14 to the Listing Rules, throughout the six months ended 30 June 2020.

Model Code for Securities Transactions by Directors

The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers (the "Model Code") as set out in Appendix 10 to the Listing Rules as its own code for directors' securities transactions. Upon specific enquiry made by the Company, all directors of the Company have confirmed that they have complied with the required standard set out in the Model Code throughout the six months ended 30 June 2020.

Audit Committee

The Company has established an audit committee in accordance with the requirements of the Listing Rules and the CG Code. The primary duty of the audit committee is to review and supervise the financial reporting process, risk management and internal control systems of the Group. The audit committee comprises two independent non-executive directors and a non- executive director. The audit committee has reviewed the unaudited interim results of the Group for the six months ended 30 June 2020.

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Consolidated Statement of Profit or Loss

For the six months ended 30 June 2020 - unaudited

Six months ended 30 June

2020

2019

Note

RMB'000

RMB'000

(restated)

Revenue

3

689,299

738,574

Other income

4

80,505

78,280

Administrative expenses

(304,614)

(278,841)

Other operating expenses

(135,188)

(159,208)

Profit from operations

330,002

378,805

Net unrealised gain/(loss) on financial assets measured at

  fair value through profit or loss

73,162

(1,689)

Net valuation (loss)/gain on investment properties

(179,863)

130,368

Finance income

24,325

37,489

Finance expenses

(54,737)

(58,977)

Net finance expenses

5(b)

(30,412)

(21,488)

Profit before taxation

5

192,889

485,996

Income tax

6

(50,882)

(135,210)

Profit for the period

142,007

350,786

Attributable to:

Equity shareholders of the Company

137,184

341,964

Non-controlling interests

4,823

8,822

Profit for the period

142,007

350,786

Basic and diluted earnings per share (RMB cents)

7

2.45

6.10

The notes on pages 25 to 43 form part of this interim financial report.

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ConsolidatedStatementofProfit or LossandOtherComprehensiveIncome

For the six months ended 30 June 2020 - unaudited

Six months ended 30 June

2020

2019

RMB'000

RMB'000

(restated)

Profit for the period

142,007

350,786

Other comprehensive income for the period (after tax and

  reclassification adjustments):

Item that may be reclassified subsequently to profit or loss:

  Exchange differences on translation of financial statements of foreign operations

4,653

9,555

Total comprehensive income for the period

146,660

360,341

Attributable to:

Equity shareholders of the Company

141,837

351,519

Non-controlling interests

4,823

8,822

Total comprehensive income for the period

146,660

360,341

The notes on pages 25 to 43 form part of this interim financial report.

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C h i n a D i l i G r o u p   /   I n t e r i m R e p o r t 2 0 2 0

Consolidated Statement of Financial Position

At 30 June 2020 - unaudited

At 30 June

At 31 December

2020

2019

Note

RMB'000

RMB'000

Non-current assets

Property and equipment

8

4,981,581

4,778,359

Investment properties

9

4,591,000

4,768,900

Intangible assets

12,880

12,630

Goodwill

1,094,526

1,094,526

Other assets

10

999,583

927,677

Other receivables

11

620,460

255,460

Deferred tax assets

15

563

601

Total non-current assets

12,300,593

11,838,153

Current assets

Inventories

65,878

44,337

Other receivables

11

496,783

948,968

Cash at bank and on hand

12

817,478

671,619

Other assets

10

11,248

2,262

Total current assets

1,391,387

1,667,186

Current liabilities

Bank loans

13

336,186

173,500

Other payables

14

686,121

860,281

Lease liabilities

85,339

125,617

Taxation

125,286

114,698

Total current liabilities

1,232,932

1,274,096

Net current assets

158,455

393,090

Total assets less current liabilities

12,459,048

12,231,243

C h i n a D i l i G r o u p   /   I n t e r i m R e p o r t 2 0 2 0

19

Consolidated Statement of Financial Position

At 30 June 2020 - unaudited

At 30 June

At 31 December

2020

2019

Note

RMB'000

RMB'000

Non-current liabilities

Bank loans

13

312,080

299,680

Lease liabilities

1,513,883

1,447,037

Deferred tax liabilities

15

1,602,740

1,657,844

Deferred income

2,881

2,404

Total non-current liabilities

3,431,584

3,406,965

Net assets

9,027,464

8,824,278

Capital and reserves

Share capital

16(a)

478,794

478,794

Reserves

8,263,516

8,134,133

Total equity attributable to equity shareholders of the Company

8,742,310

8,612,927

Non-controlling interests

285,154

211,351

Total equity

9,027,464

8,824,278

The notes on pages 25 to 43 form part of this interim financial report.

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C h i n a D i l i G r o u p   /   I n t e r i m R e p o r t 2 0 2 0

Consolidated Statement of Changes in Equity

For the six months ended 30 June 2020 - unaudited

Attributable to equity shareholders of the Company

Shares

Capital

Statutory

held for

Non-

Share

Share

redemption

Capital

reserve

share award

Exchange

Merger

Accumulated

controlling

Total

capital

premium

reserve

surplus

fund

scheme

reserves

reserves

losses

Total

interests

equity

RMB'000

RMB'000

RMB'000

RMB'000

RMB'000

RMB'000

RMB'000

RMB'000

RMB'000

RMB'000

RMB'000

RMB'000

Note 16(a)

Note 16(b)

(restated)

(restated)

(restated)

Balance at 1 January 2019 (restated)

478,794

15,578,813

7,508

129,488

806,633

(138,796)

(83,213)

128,704

(8,744,106)

8,163,825

111,830

8,275,655

Changes in equity for the

  six months ended 30 June 2019:

Profit for the period (restated)

-

-

-

-

-

-

-

-

341,964

341,964

8,822

350,786

Other comprehensive income

-

-

-

-

-

-

9,555

-

-

9,555

-

9,555

Total comprehensive income

-

-

-

-

-

-

9,555

-

341,964

351,519

8,822

360,341

Transfer to reserve fund

-

-

-

-

4,328

-

-

-

(4,328)

-

-

-

Shares purchased for the share

award scheme

-

-

-

-

-

(122,051)

-

-

-

(122,051)

-

(122,051)

Dividends paid to non-controlling

interests

-

-

-

-

-

-

-

-

-

-

(6,000)

(6,000)

Balance at 30 June 2019 and

  1 July 2019 (restated)

478,794

15,578,813

7,508

129,488

810,961

(260,847)

(73,658)

128,704

(8,406,470)

8,393,293

114,652

8,507,945

Changes in equity for the

  six months ended 31 December 2019

Profit for the period

-

-

-

-

-

-

-

-

215,321

215,321

4,348

219,669

Other comprehensive income

-

-

-

-

-

-

25,129

-

-

25,129

-

25,129

Total comprehensive income

-

-

-

-

-

-

25,129

-

215,321

240,450

4,348

244,798

Transfer to reserve fund

-

-

-

-

65,661

-

-

-

(65,661)

-

-

-

Shares purchased for the share

award scheme

-

-

-

-

-

(12,440)

-

-

-

(12,440)

-

(12,440)

Capital contribution

-

-

-

-

-

-

-

-

-

-

97,020

97,020

Acquisition of non-controlling interests

-

-

-

(8,376)

-

-

-

-

-

(8,376)

(4,669)

(13,045)

Balance at 31 December 2019

478,794

15,578,813

7,508

121,112

876,622

(273,287)

(48,529)

128,704

(8,256,810)

8,612,927

211,351

8,824,278

C h i n a D i l i G r o u p   /   I n t e r i m R e p o r t 2 0 2 0

21

Consolidated Statement of Changes in Equity

For the six months ended 30 June 2020 - unaudited

Attributable to equity shareholders of the Company

Shares

Capital

Statutory

held for

Non-

Share

Share

redemption

Capital

reserve

share award

Exchange

Merger

Accumulated

controlling

Total

capital

premium

reserve

surplus

fund

scheme

reserves

reserves

losses

Total

interests

equity

RMB'000

RMB'000

RMB'000

RMB'000

RMB'000

RMB'000

RMB'000

RMB'000

RMB'000

RMB'000

RMB'000

RMB'000

Note 16(a)

Note 16(b)

Balance at 1 January 2020

478,794

15,578,813

7,508

121,112

876,622

(273,287)

(48,529)

128,704

(8,256,810)

8,612,927

211,351

8,824,278

Changes in equity for the

  six months ended 30 June 2020:

Profit for the period

-

-

-

-

-

-

-

-

137,184

137,184

4,823

142,007

Other comprehensive income

-

-

-

-

-

-

4,653

-

-

4,653

-

4,653

Total comprehensive income

-

-

-

-

-

-

4,653

-

137,184

141,837

4,823

146,660

Shares purchased for the share

award scheme

-

-

-

-

-

(12,454)

-

-

-

(12,454)

-

(12,454)

Capital contribution

-

-

-

-

-

-

-

-

-

-

77,980

77,980

Dividends paid to non-controlling

interests

-

-

-

-

-

-

-

-

-

-

(9,000)

(9,000)

Balance at 30 June 2020

478,794

15,578,813

7,508

121,112

876,622

(285,741)

(43,876)

128,704

(8,119,626)

8,742,310

285,154

9,027,464

The notes on pages 25 to 43 form part of this interim financial report.

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C h i n a D i l i G r o u p   /   I n t e r i m R e p o r t 2 0 2 0

Condensed Consolidated Cash Flow Statement

For the six months ended 30 June 2020 - unaudited

Six months ended 30 June

2020

2019

Note

RMB'000

RMB'000

(restated)

Operating activities

Cash generated from operations

249,010

507,663

Income tax paid

(95,360)

(111,954)

Net cash generated from operating activities

153,650

395,709

Investing activities

Purchase of financial assets measured at fair value through profit or loss

(154,000)

-

Proceeds from sales of financial assets measured at fair value

  through profit or loss

154,234

25,321

Purchase of property and equipment

(305,775)

(67,753)

Government grant received

3,613

-

Payment for loans and advances to third parties

-

(1,013,864)

Payment for loans to related parties

(365,000)

-

Proceeds from repayment of loans and advances to third parties

432,688

958,691

Prepayment of deposit for acquisition of a project

-

(25,000)

Proceeds from repayment of deposit for acquisition of a project

25,000

-

Decrease in time deposits

20,000

-

Interest received

41,088

75,447

Other cash flows generated from investing activities

118

730

Net cash used in investing activities

(148,034)

(46,428)

C h i n a D i l i G r o u p   /   I n t e r i m R e p o r t 2 0 2 0

23

Condensed Consolidated Cash Flow Statement

For the six months ended 30 June 2020 - unaudited

Six months ended 30 June

2020

2019

Note

RMB'000

RMB'000

(restated)

Financing activities

Interest paid

(15,027)

(16,689)

Capital element of lease rentals paid

(17,976)

(37,101)

Interest element of lease rentals paid

(38,922)

(40,311)

Purchase of shares for the share award scheme

(12,454)

(122,051)

Repayment of bank loans

(179,500)

(120,500)

Proceeds from bank loans

354,586

100,000

Dividends paid to non-controlling interests

(9,000)

(6,000)

Capital contribution received from non-controlling interests

77,980

-

Net cash generated from/(used in) financing activities

159,687

(242,652)

Net increase in cash and cash equivalents

165,303

106,629

Cash and cash equivalents at 1 January

651,619

1,354,070

Effect of foreign exchange rate changes

556

88

Cash and cash equivalents at 30 June

12

817,478

1,460,787

The notes on pages 25 to 43 form part of this interim financial report.

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C h i n a D i l i G r o u p   /   I n t e r i m R e p o r t 2 0 2 0

Notes to the Unaudited Interim Financial Report

1 Basis of preparation

This interim financial report of China Dili Group (the "Company") and its subsidiaries (hereinafter collectively referred to as the "Group") has been prepared in accordance with the applicable disclosure provisions of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Stock Exchange"), including compliance with International Accounting Standard ("IAS") 34, Interim financial reporting, issued by the International Accounting Standards Board ("IASB"). It was authorised for issue on 27 August 2020.

The interim financial report has been prepared in accordance with the same accounting policies adopted in the 2019 annual financial statements, except for the accounting policy changes that are expected to be reflected in the 2020 annual financial statements. Details of any changes in accounting policies are set out in Note 2.

The preparation of an interim financial report in conformity with IAS 34 requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses on a year to date basis. Actual results may differ from these estimates.

This interim financial report contains condensed consolidated financial statements and selected explanatory notes. The notes include an explanation of events and transactions that are significant to an understanding of the changes in financial position and performance of the Group since the 2019 annual financial statements. The condensed consolidated interim financial statements and notes thereon do not include all of the information required for full set of financial statements prepared in accordance with International Financial Reporting Standards (IFRSs) promulgated by the IASB.

The interim financial report is unaudited, but has been reviewed by KPMG in accordance with Hong Kong Standard on Review Engagements 2410, Review of interim financial information performed by the independent auditor of the entity, issued by the Hong Kong Institute of Certified Public Accountants. KPMG's independent review report to the board of directors is included on page 44.

2 Changes in accounting policies

The IASB has issued the following amendments to IFRSs that are first effective for the current accounting period of the Group:

  • Amendments to IFRS 3, Definition of a Business
  • Amendments to IFRS 9, IAS 39 and IFRS 7, Interest Rate Benchmark Reform
  • Amendments to IAS 1 and IAS 8, Definition of Material

None of these 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 in this interim financial report. The Group has not applied any new standard or interpretation that is not yet effective for the current accounting period.

C h i n a D i l i G r o u p   /   I n t e r i m R e p o r t 2 0 2 0

25

Notes to the Unaudited Interim Financial Report

3 Revenue and segment reporting

  1. Disaggregation of revenue
    Disaggregation of revenue from contracts with customers by service lines is as follows:

Six months ended 30 June

2020

2019

RMB'000

RMB'000

Revenue from contracts with customers within

  the scope of IFRS 15

Commission income

478,123

539,783

Revenue from other sources

Operating lease

211,176

198,791

689,299

738,574

  1. Segment reporting
    The Group manages its business in a single segment, namely operation of agriculture wholesale markets. The Group's most senior executive management assesses performance and allocates resources on a group basis. Accordingly, no operating segment information is presented.
    All of the Group's operations are located in the People's Republic of China (the "PRC"), therefore no geographical segment reporting is presented.

4 Other income

Six months ended 30 June

2020

2019

RMB'000

RMB'000

Market service fee income

73,451

78,280

Government grants

3,136

-

Financial guarantee income

3,710

-

Others

208

-

80,505

78,280

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C h i n a D i l i G r o u p   /   I n t e r i m R e p o r t 2 0 2 0

Notes to the Unaudited Interim Financial Report

5

Profit before taxation

(a)

Personnel expenses

Six months ended 30 June

2020

2019

RMB'000

RMB'000

Wages, salaries and other benefits

156,906

165,514

Contributions to defined contribution retirement plans

4,233

13,939

161,139

179,453

(b)

Net finance expenses

Six months ended 30 June

2020

2019

RMB'000

RMB'000

(restated)

Finance income

- Interest income on bank deposits

2,067

3,988

- Interest income on loans to related parties

12,887

-

- Interest income on loans to third parties

8,581

33,413

- Net foreign exchange gain

556

88

- Gain on disposal of financial assets

234

-

24,325

37,489

Finance expenses

- Interest on bank loans

(15,027)

(16,689)

- Interest on lease liabilities

(38,922)

(40,311)

- Bank charges and others

(788)

(1,977)

(54,737)

(58,977)

(30,412)

(21,488)

C h i n a D i l i G r o u p   /   I n t e r i m R e p o r t 2 0 2 0

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Notes to the Unaudited Interim Financial Report

5 Profit before taxation (Continued)

  1. Other items

Six months ended 30 June

20202019

RMB'000 RMB'000 (restated)

Depreciation

- Owned property and equipment

49,968

48,721

- Right-of-use assets

99,023

92,889

Operating lease expenses relating to short-term leases

3,886

6,463

6

Income tax

Income tax in the consolidated statement of profit or loss represents:

Six months ended 30 June

2020

2019

RMB'000

RMB'000

(restated)

Current tax

PRC Enterprise Income Tax

  Provision for the period

103,270

117,584

Under-provision in respect of prior years

2,678

1,298

105,948

118,882

Deferred tax

Reversal and origination of temporary difference

(55,066)

16,328

50,882

135,210

  1. According to the Corporate Income Tax Law of the PRC, from 1 January 2008, the statutory income tax rate applicable to the Group's subsidiaries in the PRC is 25%.
  2. Pursuant to the rules and regulations of the Cayman Islands and the British Virgin Islands (the "BVI"), the Group is not subject to any income tax in the Cayman Islands and the BVI.
  3. The provision for Hong Kong Profits Tax is calculated by applying the estimated annual effective tax rate of 16.5% (2019: 16.5%) to the six months ended 30 June 2020.

28

C h i n a D i l i G r o u p   /   I n t e r i m R e p o r t 2 0 2 0

Notes to the Unaudited Interim Financial Report

7 Basic and diluted earnings per share

The calculation of basic earnings per share is based on the profit attributable to ordinary equity shareholders of the Company of RMB137,184,000 (six months ended 30 June 2019 (restated): profit of RMB341,964,000) and the weighted average of 5,592,470,000 ordinary shares (six months ended 30 June 2019: 5,608,753,000 ordinary shares) in issue during the six months ended 30 June 2020.

During the six months ended 30 June 2020 and 2019, diluted earnings per share is calculated on the same basis as basic earnings per share.

  1. Property and equipment
    1. Right-of-useassets
      During the six months ended 30 June 2020, the Group entered into a number of lease agreements for use of offices, and therefore recognised the additions to right-of-use assets of RMB44,429,000.
    2. Acquisitions and disposals of owned assets
      During the six months ended 30 June 2020, the Group acquired other property and equipment with a cost of RMB310,171,000 (six months ended 30 June 2019: RMB59,038,000). Other property and equipment with a net book value of RMB108,000 were disposed of during the six months ended 30 June 2020 (six months ended 30 June 2019: RMB169,000), resulting in a loss on disposal of RMB12,000 (six months ended 30 June 2019: gain of RMB561,000).
  2. Investment properties

Valuation

The valuations of investment properties carried at fair value were updated at 30 June 2020 by the Group's independent valuer using the same valuation techniques as were used by this valuer when carrying out the December 2019 valuations.

As a result of the update, a net loss of RMB179,863,000 (six months ended 30 June 2019 (restated): a net gain of RMB130,368,000), and deferred tax thereon of RMB43,702,000 (six months ended 30 June 2019 (restated): RMB33,906,000), has been recognised/reversed in profit or loss for the period in respect of investment properties.

C h i n a D i l i G r o u p   /   I n t e r i m R e p o r t 2 0 2 0

29

Notes to the Unaudited Interim Financial Report

10 Other assets

At 30 June

At 31 December

2020

2019

Note

RMB'000

RMB'000

Financial assets measured at fair value through profit or loss ("FVPL")

- Investment in Dili Fresh

(i)

549,000

531,274

- Derivative financial instrument embedded in

    investment in Dili Fresh

(i)

448,000

392,564

Lease incentives

(ii)

13,831

6,101

1,010,831

929,939

Representing:

- Non-current

999,583

927,677

- Current

11,248

2,262

1,010,831

929,939

  1. Investment in Dili Fresh and related derivative financial instrument
    On 31 October 2019, Yield Smart Limited ("Yield Smart"), a wholly-owned subsidiary of the Company, has acquired 19% of the entire issued share capital (the "Target Shares") of Million Master Investment Limited ("Million Master"), a company incorporated in the BVI (the "Dili Fresh Acquisition"). Million Master and its subsidiaries (collectively the "Dili Fresh") operate through their PRC subsidiaries, the businesses of agricultural produce supermarket chain, fresh food chain and supply chain and logistics management in the PRC under the brand name of "Dili Fresh".
    Plenty Business Holdings Limited (the "Vendor") has granted Yield Smart with the call option and the put option under some conditions, under which Yield Smart has the right (but no obligation) to acquire from the Vendor the remaining shares or sell back the Target Shares to the Vendor. Yield Smart may exercise either the call option or the put option but not both.
  2. Lease incentives
    The Group provided lease incentives to some lessees in return for their commitments to operate in the Group's agriculture wholesale markets in certain years.

30

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Notes to the Unaudited Interim Financial Report

11 Other receivables

At 30 June

At 31 December

2020

2019

Note

RMB'000

RMB'000

Amounts due from related parties

20(b)

614,692

236,804

Loans to third parties

-

460,006

Receivable for disposal of property and equipment

(i)

184,205

179,751

Amounts due from a third party

(ii)

31,946

31,946

Deposits

(iii)

200,000

225,000

Other debtors

39,944

28,513

Financial assets measured at amortised cost

1,070,787

1,162,020

Prepayments

46,456

42,408

1,117,243

1,204,428

Representing:

- Non-current

620,460

255,460

- Current

496,783

948,968

1,117,243

1,204,428

  1. Receivable for disposal of property and equipment
    Receivable for disposal of property and equipment is due from a third party, which is secured by the relevant equipment with original maturity date of 30 June 2019. According to the supplemental agreements, the maturity date of the receivable is extended to 15 December 2020 and subject to a fixed interest rate of 1% per annum. RMB27,403,000 of the receivable had been settled as at the date of issuance of this financial report.
  2. Amounts due from a third party
    The amounts due from a third party are unsecured and non-interest-bearing loan due from a seafood product market operating company under a cooperation contract with the Group. As at 30 June 2020, RMB4,646,000, RMB6,840,000 and RMB20,460,000 of the receivables will be repaid on demand, before 31 December 2020 and before 31 December 2023 respectively.
  3. Deposits
    Deposits mainly represent deposits for acquisitions of agriculture related business in the PRC amounting to RMB150,000,000.

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31

Notes to the Unaudited Interim Financial Report

12 Cash at bank and on hand

At 30 June

At 31 December

2020

2019

RMB'000

RMB'000

Cash on hand

3,853

6,712

Cash at bank

813,625

664,907

817,478

671,619

Representing:

- Cash and cash equivalents

817,478

651,619

- Time deposits with original maturity over three months

-

20,000

817,478

671,619

13 Bank loans

(a) The short-term bank loans are analysed as follows:

At 30 June

At 31 December

2020

2019

Note

RMB'000

RMB'000

Bank loans, secured by property and equipment

100,000

100,000

Bank loans, guaranteed by related parties

184,586

-

284,586

100,000

Add: current portion of long-term bank loans

13(b)

51,600

73,500

336,186

173,500

32

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Notes to the Unaudited Interim Financial Report

13 Bank loans (Continued)

(b) The long-term bank loans are analysed as follows:

At 30 June

At 31 December

2020

2019

Note

RMB'000

RMB'000

Bank loans, secured by investment properties and

  guaranteed by third parties

-

22,500

Bank loans, secured by investment properties

363,680

350,680

363,680

373,180

Less: current portion of long-term bank loans

13(a)

(51,600)

(73,500)

312,080

299,680

The long-term bank loans are repayable as follows:

At 30 June

At 31 December

2020

2019

RMB'000

RMB'000

Within 1 year

51,600

73,500

After 1 year but within 2 years

113,280

142,680

After 2 years but within 5 years

198,800

141,000

After 5 years

-

16,000

363,680

373,180

  1. The following assets and their respective carrying values at 30 June 2020 and 31 December 2019 are pledged to secure the Group's bank loans:

At 30 June

At 31 December

2020

2019

RMB'000

RMB'000

Property and equipment

678,868

700,815

Investment properties

519,205

495,084

1,198,073

1,195,899

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33

Notes to the Unaudited Interim Financial Report

14 Other payables

At 30 June

At 31 December

2020

2019

Note

RMB'000

RMB'000

Construction payables

89,874

96,232

Other taxes payable

5,913

8,543

Amounts due to related parties

20(b)

1,695

12,614

Salary and welfare expenses payable

18,289

94,113

Professional service fee payables

10,383

7,373

Deposits

(i)

346,100

368,721

Others

66,679

46,553

Financial liabilities measured at amortised cost

538,933

634,149

Receipt-in-advance

147,188

226,132

686,121

860,281

  1. These mainly represent deposits paid by tenants for the privilege to renew the operating lease contracts upon expiry, and deposits collected from customers to facilitate the payment process of agriculture wholesale markets while using the transaction settlement system.

15 Deferred tax assets and liabilities

The components of deferred tax assets/(liabilities) recognised in the consolidated statement of financial position and the movements during the period are as follows:

Deferred tax

Revaluation

Depreciation

liabilities

of financial

charge of

Revaluation

arising from

assets

Government

right-of-use

of investment

business

measured

grants

assets

properties

combinations

at FVPL

Total

RMB'000

RMB'000

RMB'000

RMB'000

RMB'000

RMB'000

At 1 January 2019

676

-

(53,116)

(1,658,376)

-

(1,710,816)

Impact on initial application of IFRS 16

-

-

(794,293)

873,590

-

79,297

(Charged)/credited to profit or loss

(75)

(555)

(63,375)

38,281

-

(25,724)

At 31 December 2019 and

  1 January 2020

601

(555)

(910,784)

(746,505)

-

(1,657,243)

(Charged)/credited to profit or loss

(38)

(423)

43,702

19,141

(7,316)

55,066

At 30 June 2020

563

(978)

(867,082)

(727,364)

(7,316)

(1,602,177)

34

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Notes to the Unaudited Interim Financial Report

16 Capital, reserves and dividends

  1. Share capital

Number of shares

Amount

At 30 June

At 31 December

At 30 June At 31 December

2020

2019

2020

2019

'000

'000

RMB'000

RMB'000

Authorised:

At beginning of period/year

Ordinary shares of HKD0.01 each

-

150,000,000

Share Consolidation (i)

-

(135,000,000)

Ordinary shares of HKD0.10 each

15,000,000

-

At end of period/year

Ordinary shares of HKD0.10 each

15,000,000

15,000,000

Issued and fully paid:

At beginning of period/year

Ordinary shares of HKD0.01 each

-

57,155,930

478,794

478,794

Share Consolidation (i)

-

(51,440,337)

-

-

Ordinary shares of HKD0.10 each

5,715,593

-

-

-

At end of period/year

Ordinary shares of HKD0.10 each

5,715,593

5,715,593

478,794

478,794

  1. Share Consolidation
    Pursuant to the ordinary resolution passed by the shareholders at the extraordinary general meeting of the Company held on 24 May 2019, every ten issued and unissued shares of HKD0.01 each in the share capital of the Company were consolidated into one consolidated share of HKD0.10 each (the "Share Consolidation"). Upon the Share Consolidation becoming effective on 27 May 2019, the authorised share capital of the Company became HKD1,500,000,000 divided into 15,000,000,000 consolidated shares of HKD0.10 each, of which 5,715,593,000 consolidated shares (which are fully paid or credited as fully paid) were in issue immediately.

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35

Notes to the Unaudited Interim Financial Report

16 Capital, reserves and dividends (Continued)

  1. Shares held for share award scheme
    On 28 August 2018, the Company adopted a share award scheme (the "Share Award Scheme") with a duration of ten years. The specific objectives of the Share Award Scheme are (i) to recognise the contributions by certain employees and to provide them with incentives in order to retain them for the continual operation and development of the Group; and (ii) to attract suitable personnel for further development of the Group. Up to 30 June 2020, the board of directors of the Company has not issued any shares or granted any awarded shares under the Share Award Scheme to any selected employees. During the six months ended 30 June 2020, 5,702,000 shares were acquired from the market (six months ended 30 June 2019: 49,177,800 shares (after the Share Consolidation)).

During the period ended 30 June 2020, the Company purchased its own shares through an independent trustee on the Stock Exchange as follows:

Number

Highest

Lowest

Total

of shares

price paid

price paid

amount

Month/year

purchased

per share

per share

paid

HKD

HKD

RMB'000

January 2020

4,192,000

2.60

2.33

9,337

February 2020

1,510,000

2.35

2.21

3,117

12,454

  1. Dividends
    1. Dividends payable to equity shareholders of the Company attributable to the interim period There was no interim dividend declared attributable to the six months ended 30 June 2020 (six months ended 30 June 2019: Nil).
    2. Dividends payable to equity shareholders of the Company attributable to the previous financial year, approved and paid during the interim period
      The directors of the Company did not recommend the payment of a final dividend attributable to the previous financial years during the six months ended 30 June 2020 (six months ended 30 June 2019: Nil).

36

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Notes to the Unaudited Interim Financial Report

17 Fair value measurement of financial instruments

Financial instruments measured at fair value

  1. Fair value hierarchy
    The following table presents the fair value of the Group's financial instruments measured at the end of the reporting period on a recurring basis, categorised into the three-level fair value hierarchy as defined in IFRS 13, Fair value measurement. The level into which a fair value measurement is classified is determined with reference to the observability and significance of the inputs used in the valuation technique as follows:

Level 1 valuations:

Fair value measured using only Level 1 inputs i.e. unadjusted quoted prices in active

markets for identical assets or liabilities at the measurement date

Level 2 valuations:

Fair value measured using Level 2 inputs i.e. observable inputs which fail to meet

Level 1, and not using significant unobservable inputs. Unobservable inputs are

inputs for which market data are not available

Level 3 valuations:

Fair value measured using significant unobservable inputs

The Group has a team headed by the finance manager performing valuations for the financial instruments, including unlisted equity securities. The team reports directly to the chief financial officer and the audit committee. A valuation report with analysis of changes in fair value measurement is prepared by the team at each interim and annual reporting date, and is reviewed and approved by the chief financial officer. Discussion of the valuation process and results with the chief financial officer and the audit committee is held twice a year, to coincide with the reporting dates.

Fair value

Fair value

measurements

measurements

as at

as at

30 June 2020

Fair value at

31 December 2019

Fair value at

categorised

31 December

categorised

30 June 2020

into level 3

2019

into level 3

RMB'000

RMB'000

RMB'000

RMB'000

Recurring fair value measurements

Financial assets measured at FVPL

- Investment in Dili Fresh

549,000

549,000

531,274

531,274

- Derivative financial instrument

embedded in investment

in Dili Fresh

448,000

448,000

392,564

392,564

During the six months ended 30 June 2020, there were no transfers between Level 1 and Level 2, or transfers into or out of Level 3 (2019: nil). The Group's policy is to recognise transfers between levels of fair value hierarchy as at the end of the reporting period in which they occur.

C h i n a D i l i G r o u p   /   I n t e r i m R e p o r t 2 0 2 0

37

Notes to the Unaudited Interim Financial Report

17 Fair value measurement of financial instruments (Continued)

Financial instruments measured at fair value (Continued)

  1. Information about Level 3 fair value measurements

Valuation

Significant

Weighted

techniques

unobservable inputs

average

Financial assets measured at FVPL

- Investment in Dili Fresh

Market approach

Enterprise-value-to-

1.09

sales multiple

Discount for lack of

30%

marketability

- Derivative financial instrument

Binomial options

Expected volatility

40.21%

embedded in investment

  pricing model

Expected probability

75%

in Dili Fresh

The fair value of investment in Dili Fresh measured at FVPL are determined by market approach, within which enterprise-value-to-sales ("EV/Sales") multiple is adopted. EV/Sales multiple is derived from the average of the average and median of EV/Sales multiplies of listed comparable companies. Meanwhile, the fair value is adjusted with discount for lack of marketability and cash/(debt) and non-operating assets/(liabilities).

The fair value of derivative financial instrument embedded in investment in Dili Fresh measured at FVPL are determined by binomial options pricing model. In calculating the fair value, the key inputs for those parameters of the binomial options pricing model are expected volatility, exercise probability, the fair value of investment in Dili Fresh, exercise price of the option, contractual life, risk-free rate, credit yield and expected dividend rate.

38

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Notes to the Unaudited Interim Financial Report

17 Fair value measurement of financial instruments (Continued)

Financial instruments measured at fair value (Continued)

  1. Information about Level 3 fair value measurements (Continued)
    The movements during the period in the balance of these Level 3 fair value measurements are as follows:

At 30 June

At 31 December

2020

2019

RMB'000

RMB'000

Investment in Dili Fresh and derivative financial instrument embedded in

  investment in Dili Fresh:

At 1 January

923,838

-

Purchase of financial assets measured at FVPL

-

944,327

Net unrealised gain/(loss) on financial assets measured at FVPL

73,162

(20,489)

997,000

923,838

At 30 June

At 31 December

2020

2019

RMB'000

RMB'000

Investments in trust units:

At 1 January

-

1,800

Net unrealised loss on financial assets measured at FVPL

-

(1,800)

-

-

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39

Notes to the Unaudited Interim Financial Report

18 Operating lease

Leases as lessor

The future minimum lease receivables under non-cancellable operating leases in respect of rented premises which fall due as follows:

At 30 June

At 31 December

2020

2019

RMB'000

RMB'000

Less than one year

36,415

77,022

Between one and five years

67,960

87,297

More than five years

16,668

17,282

121,043

181,601

19 Capital commitments

As at 30 June 2020 and 31 December 2019, the Group has the following commitments not provided for in the financial statements:

At 30 June At 31 December

20202019

RMB'000 RMB'000

Contracted for

40,766

49,680

40

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Notes to the Unaudited Interim Financial Report

20 Material related party transactions and balances

  1. Material related party transactions

Six months ended 30 June

2020

2019

RMB'000

RMB'000

Payment of rental expenses to related parties

(26,041)

(52,255)

Loans to related parties (i)

(365,000)

-

Interest income from loans to related parties (i)

12,887

-

Financial guarantee income (ii)

3,710

-

Repayment to related parties

(11,515)

-

Guarantees received from related parties

184,586

-

Guarantees provided to related parties (ii)

(145,000)

-

    1. As at 30 June 2020, the Group provided loans to Dili Fresh of RMB600,000,000, with interest rate of 6% per annum.
    2. As at 30 June 2020, the Group provided guarantees to certain bank loans of Dili Fresh with total balances of RMB145,000,000, with financial guarantee income of RMB3,710,000 during the period.
  1. Related party balances

At 30 June

At 31 December

2020

2019

Note

RMB'000

RMB'000

Amounts due to related parties

(963)

- Mr. Dai Yongge*

(944)

- Entities under control of Mr. Dai Yongge*

-

(11,515)

- Entities under control of Ms. Zhang Xingmei**

(732)

(155)

14

(1,695)

(12,614)

Amounts due from related parties

48

- Mr. Dai Yongge*

48

- Dili Fresh

614,644

236,756

11

614,692

236,804

612,997

224,190

Right-of-use assets

6,209,616

6,454,214

Lease liabilities

(1,235,529)

(1,241,871)

  • Mr. Dai Yongge, a controlling shareholder of the Company and the spouse of Ms. Zhang Xingmei.
  • Ms. Zhang Xingmei, a controlling shareholder of the Company and the spouse of Mr. Dai Yongge.

C h i n a D i l i G r o u p   /   I n t e r i m R e p o r t 2 0 2 0

41

Notes to the Unaudited Interim Financial Report

21 Non-adjusting events after the reporting period

On 5 June 2018, the Company, Yield Smart and New Amuse Limited ("New Amuse") entered into an acquisition agreement (the "Hada Acquisition Agreement") under which Yield Smart conditionally agreed to acquire the entire issued share capital of United Progress Group Limited ("United Progress") which was a wholly-owned subsidiary of New Amuse (the "Hada Acquisition"). On 27 April 2020, all the parties were further entered into a deed of amendment to amend certain terms and conditions of the Hada Acquisition and the conditions precedent of the Hada Acquisition Agreement. United Progress and its subsidiaries, comprises eight PRC landlord entities, each of which was an operating subsidiary of New Amuse which holds the land and properties for the operation of the six existing agriculture wholesale markets.

The total consideration for the Hada Acquisition is RMB4.0 billion (equivalent to approximately HKD4.4 billion), which shall be fully settled by the issuance of the convertible bond by the Company.

The above Hada Acquisition has completed as all the conditions have been fulfilled or waived on 21 August 2020. As a result, United Progress became a wholly-owned subsidiary of the Company.

On the same day of the completion of Hada Acquisition, upon issuance of the convertible bond by the Company in favour of New Amuse, New Amuse has fully exercised its conversion rights in respect of the convertible bond in the principal amount of HKD4,405,286,344 (equivalent to approximately RMB4.0 billion) under the terms and conditions of the convertible bond. As a result of the conversion, 2,702,629,658 conversion shares have been allotted and issued to New Amuse by the Company.

Immediately after the allotment and issue of the conversion shares, New Amuse holds a total of 3,514,336,975 ordinary shares of the Company, representing approximately 41.75% of the total issued shares of the Company as enlarged by the allotment and issue of the conversion shares.

22 Comparative figures

As disclosed in note 21, the Company, Yield Smart and New Amuse entered into the Hada Acquisition Agreement in 2018, under which Yield Smart conditionally agreed to acquire the entire issued share capital of United Progress in respect of the Hada Acquisition. When preparing the Company's interim financial report for the six months ended 30 June 2019, the Hada Acquisition was expected to be completed during the year ended 31 December 2019 and accordingly the Company has taken advantage of the transitional practical expedient of not applying the requirements of IFRS 16 to leases for which the remaining lease terms end within 12 months from the date of initial application of IFRS

16. Subsequent to the issuance of the 2019 interim financial report, in light of the developments related to the Hada Acquisition, the management of the Company re-assessed the lease terms of the leases with the subsidiaries of United Progress at the date of initial application of IFRS 16, determined that it was no longer reasonably certain that these lease agreements would be terminated within 12 months from that date, and capitalised these leases from 1 January 2019 under the modified retrospective approach to transition.

42

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Notes to the Unaudited Interim Financial Report

22 Comparative figures (Continued)

In addition to the transitional impacts as disclosed in the Company's 2019 annual financial statements, the above- mentioned change also resulted in consequential changes to certain amounts in the Group's consolidated statement of profit or loss for the six months ended 30 June 2019 as previously presented in the Company's 2019 interim financial report, as summarised in the following table:

Six months ended 30 June 2019

As previously

As presented

presented in the

in the

2019 interim

2020 interim

financial report

financial report

RMB'000

RMB'000

Line items in the consolidated statement of profit or loss for the

  six months ended 30 June 2019

Administrative expenses

(210,770)

(278,841)

Other operating expenses

(372,505)

(159,208)

Net valuation gain on investment properties

27,144

130,368

Finance expenses

(27,379)

(58,977)

Income tax

(80,997)

(135,210)

Profit for the period

188,147

350,786

C h i n a D i l i G r o u p   /   I n t e r i m R e p o r t 2 0 2 0

43

Independent Review Report

Review report to the board of directors of

China Dili Group

(Incorporated in the Cayman Islands with limited liability)

Introduction

We have reviewed the interim financial report set out on pages 17 to 43 which comprises the consolidated statement of financial position of China Dili Group (the "Company") as of 30 June 2020 and the related consolidated statement of profit or loss, statement of profit or loss and other comprehensive income and statement of changes in equity and condensed consolidated cash flow statement for the six month period then ended and explanatory notes. The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited require the preparation of an interim financial report to be in compliance with the relevant provisions thereof and International Accounting Standard 34, Interim financial reporting, issued by the International Accounting Standards Board. The directors are responsible for the preparation and presentation of the interim financial report in accordance with International Accounting Standard 34.

Our responsibility is to form a conclusion, based on our review, on the interim financial report and to report our conclusion solely to you, as a body, in accordance with our agreed terms of engagement, and for no other purpose. We do not assume responsibility towards or accept liability to any other person for the contents of this report.

Scope of Review

We conducted our review in accordance with Hong Kong Standard on Review Engagements 2410, Review of interim financial information performed by the independent auditor of the entity, issued by the Hong Kong Institute of Certified Public Accountants. A review of the interim financial report consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Hong Kong Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the interim financial report as at 30 June 2020 is not prepared, in all material respects, in accordance with International Accounting Standard 34, Interim financial reporting.

KPMG

Certified Public Accountants 8th Floor, Prince's Building 10 Chater Road

Central, Hong Kong

27 August 2020

44

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China Dili Group published this content on 17 September 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 17 September 2020 07:44:06 UTC