Samson Paper : Annual Report Summary 2019/2020

(Provisional Liquidators Appointed)

(For Restructuring Purposes Only)

( Stock Code : 0731)

2020

Annual Report

	Contents
Corporate Information	2
Financial Highlights	3
Management Discussion and Analysis	4
Corporate Governance Report	16
Environmental, Social and Governance Report	24
Report of the Directors	40
Independent Auditor's Report	56
Consolidated Statement of Profit or Loss	61
Consolidated Statement of Comprehensive Income	62
Consolidated Statement of Financial Position	63
Consolidated Statement of Changes in Equity	65
Consolidated Statement of Cash Flows	66
Notes to the Consolidated Financial Statements	68
Contacts	156

Corporate Information

Board of Directors

Independent Auditor

Executive Directors

SHAM Kit Ying (Chairmen) (alias SHAM Kit) (resigned on 9 December 2019)

LEE Seng Jin (appointed as Deputy Chairman on 9 December 2019, resigned on 20 May 2021)

CHOW Wing Yuen (resigned on 6 February 2021) SHAM Yee Lan, Peggy (resigned on 20 May 2021) LEE Yue Kong, Albert (resigned on

6 February 2021)

CHOI Wai Hong, Clifford (appointed as independent non-executive director on 16 July 2020 and re-designated as executive director on 20 May 2021)

LAU Wai Leung, Alfred (appointed as independent non-executive director on 17 July 2020 and re-designated as executive director on 20 May 2021)

Non-executive Director

LAU Wang Yip, Eric (resigned on 12 July 2020)

	Independent Non-executive Directors
	PANG Wing Kin, Patrick (resigned on
	12 July 2020)
	TONG Yat Chong (resigned on 12 July 2020)
	NG Hung Sui, Kenneth (resigned on 12 July 2020)
	LEUNG Vincent Gar-gene (appointed on
	17 July 2020)
2	Company Secretary

LEE Yue Kong, Albert (resigned on 6 February 2021)

YU Ngai (appointed on 6 February 2021)

Principal Bankers

Bank of Tokyo-Mitsubishi UFJ

BNP Paribas Hong Kong Branch

China CITIC Bank International Limited

DBS Bank Ltd., Hong Kong Branch

Hang Seng Bank Limited

The Hongkong and Shanghai Banking

Corporation Limited

Industrial and Commercial Bank of China

(Asia) Limited

Mizuho Bank, Ltd., Hong Kong Branch

Oversea-Chinese Banking Corporation Limited

Standard Chartered Bank (Hong Kong) Limited

RSM Hong Kong

Certified Public Accountants

29 Floor, Lee Garden Two

28 Yun Ping Road

Causeway Bay

Hong Kong

Registered Office

Victoria Place, 5th Floor 31 Victoria Street Hamilton HM10 Bermuda

Head Office and Principal Place of Business

Unit D, 13/F, World Tech Centre

95 How Ming Street

Kwun Tong

Kowloon, Hong Kong

Principal Share Registrar and Transfer Office

Butterfield Corporate Services Limited

6 Front Street

Hamilton

Bermuda

Hong Kong Share Registrar and Transfer Office

Boardroom Share Registrars (HK) Limited

31/F, 148 Electric Road

North Point

Hong Kong

SAMSON PAPER HOLDINGS LIMITED

Financial Highlights

Consolidated Statement of Profit or Loss

	For the year ended
		31 March
	2020	2019
	HK$'000	HK$'000
Revenue	5,736,917	5,907,821
Operating (loss)/profit	(432,699)	210,993
Finance costs	81,017	71,174
(Loss)/profit before tax	(513,716)	139,819
(Loss)/profit attributable to owners of the Company	(550,566)	109,206
Consolidated Statement of Financial Position
	As at 31 March
	2020	2019
	HK$'000	HK$'000
Non-current assets	2,929,083	2,989,026
Current assets	2,929,542	3,533,818
Current liabilities	4,227,146	3,183,004
Shareholders' funds	1,257,709	1,959,883
Non-current liabilities	131,838	1,153,517
Share Statistics
(Loss)/earnings per share - basic	HK(48.3) CENTS	HK9.2 CENTS
(Loss)/earnings per share - diluted	HK(48.3) CENTS	HK8.6 CENTS
Dividends per share	HK0.40 CENTS	HK2.4 CENTS	3
Net asset value per ordinary share	HK110 CENTS	HK172 CENTS

ANNUAL REPORT 2020

Management Discussion and Analysis

Business Review and Events after Reporting Period

Suspension of trading of shares of the Company and appointment of Joint Provisional Liquidators (for restructuring purposes only) (the "JPLs")

As additional time was required by the then auditors of the Company (the "Former Auditors") to finalize their audit procedures in respect of the annual results for the year ended 31 March 2020 (the "2020 Annual Results"), the Company was unable to announce its audited 2020 Annual Results by the deadline prescribed by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") (the "Listing Rules"). The trading of the Company's shares on the Stock Exchange was suspended with effect from 2 July 2020 (the "Suspension"). Subsequently, by way of a letter dated 16 July 2020 (the "Former Auditor Letter") to the board of directors (the "Board"), the Former Auditors set out details of outstanding audit issues (the "Audit Issues") concerning the 2020 Annual Results which were published by the Company on 17 September 2020 through an announcement on the Stock Exchange.

As a direct result of the above stated developments, certain creditors of Samson Paper Holdings Limited and its subsidiaries (the "Group") accelerated the repayment obligations of certain indebtedness of the Group and ceased providing facilities to the Group, leading to a detrimental effect on the Group's cash flow and series of events of default by the Group on its indebtedness. To facilitate a restructuring of the Company's indebtedness, the Company filed with the Supreme Court of Bermuda (the "Bermuda Court") on 18 July 2020 (Hong Kong time) a petition for the winding up of the Company and an application for the appointment of joint and several provisional liquidators on a "light touch" basis for restructuring purposes.

On 24 July 2020, Messrs. Lai Kar Yan (Derek) and Ho Kwok Leung Glen, both of Deloitte Touche Tohmatsu, and Ms. Rachelle Ann Frisby of Deloitte Ltd. were appointed by the Bermuda Court as the joint provisional liquidators (the "JPLs") of the Company for the purpose of, inter alia, formulating, proposing and implementing a restructuring plan of the indebtedness of the Company. The Board continues to manage the day-to-day affairs of the Company in all aspects, subject to the oversight and monitoring of the JPLs.

4 Listing status of the Company

By way of letters dated 21 July 2020, 26 November 2020 and 11 June 2021, the Stock Exchange imposed the following resumption guidance (the "Resumption Guidance") for the Company:

1. Address all audit issues raised by the Former Auditors (the "Audit Issues");
2. Conduct an appropriate independent investigation into the Audit Issues, announce the findings and take appropriate remedial actions;
3. Publish all outstanding financial results required under the Listing Rules and address any audit modifications;
4. Have the winding-up petition (or winding-up order, if made) against the Company withdrawn or dismissed;
5. Announce all material information for the Company's shareholders and investors to appraise the Company's position;
6. Demonstrate its compliance with Rule 13.24 of the Listing Rules;
7. Conduct an independent internal control review and demonstrate adequate internal control systems being put in place to meet the obligations under the Listing Rules; and
8. Re-complywith Rules 3.05, 3.10(1), 3.21 and 3.25 of the Listing Rules.

SAMSON PAPER HOLDINGS LIMITED