Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

Yunfeng Financial Group Limited

雲鋒金融集團有限公司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 376)

INTERIM RESULTS ANNOUNCEMENT

FOR THE SIX MONTHS ENDED 30 JUNE 2019

AND ADJUSTMENT IN USE OF PROCCEDS

The board of directors (the "Board") of Yunfeng Financial Group Limited (the "Company") announces the unaudited condensed consolidated interim results of the Company and its subsidiaries (collectively the "Group") for the six months ended 30 June 2019, together with the comparative figures for the corresponding period in 2018. The unaudited condensed consolidated interim results have been reviewed by the Company's audit committee and the Company's independent auditor.

Yunfeng Financial Group Limited

Interim Results Announcement for the Six Months Ended 30 June 2019

Corporate information

Board of directors

Remuneration committee

Chairman

Mr. Qi Daqing (Chairman)

Mr. Yu Feng (Non-Executive Director)

Mr. Huang Xin

Mr. Chu Chung Yue, Howard

Executive Directors

Mr. Xiao Feng

Ms. Li Ting (Chief Executive Officer)

Nomination committee

Mr. Huang Xin

Mr. Yu Feng (Chairman)

Non-Executive Directors

Mr. Qi Daqing

Mr. Chu Chung Yue, Howard

Mr. Adnan Omar Ahmed

Ms. Hai Olivia Ou

Authorised representatives

Mr. Gareth Ross

Ms. Li Ting

Independent Non-Executive Directors

Mr. Chan Man Ko

Mr. Qi Daqing

Company secretary

Mr. Chu Chung Yue, Howard

Mr. Xiao Feng (appointed on 28 March 2019)

Mr. Chan Man Ko

Auditor

Audit committee

KPMG

Mr. Chu Chung Yue, Howard (Chairman)

Certified Public Accountants

Mr. Qi Daqing

Mr. Xiao Feng

2

Yunfeng Financial Group Limited

Interim Results Announcement for the Six Months Ended 30 June 2019

Bankers

Share registrar

Bank of Communications

Computershare Hong Kong Investor Services

Limited

China Construction Bank (Asia)

Shops 1712-1716,

Bank of China (Hong Kong)

17th Floor, Hopewell Centre,

China Minsheng Banking Corporation

183 Queen's Road East,

Limited

Wanchai, Hong Kong

The Hongkong and Shanghai Banking

Corporation Limited

Website

Registered and principal office

www.yff.com

Suites 3201-3204

One Exchange Square

Stock code

8 Connaught Place

Hong Kong

376

3

Yunfeng Financial Group Limited

Interim Results Announcement for the Six Months Ended 30 June 2019

Management discussion and analysis

The board of directors (the "Board") of Yunfeng Financial Group Limited (the "Company") submit herewith the unaudited condensed consolidated interim results and financial position of the Company and its subsidiaries (collectively, the "Group") for the six months ended 30 June 2019 (the "First Half of 2019" or the "Period"), together with the comparative figures for the corresponding period in 2018 (the "Prior Period").

As disclosed in the announcement of the Company dated 16 November 2018, the Company has completed the acquisition of 60% of the issued share capital of YF Life Insurance International Limited (formerly known as MassMutual Asia Limited) ("YF Life"). With the insurance business becoming dominant in the Group's financial result, the Group's financial result for the Period is considered not directly comparable to that of Prior Period and readers are reminded to take this into consideration while reading through this announcement.

Financial result review

Significant financial information

Consolidated profit and loss analysis for the period ended 30 June, HK$ million

Income

2019

2018

Change %

Premiums and fee income

2,381.8

-

NA

Total operating profit / (loss)

331.9

(72.9)

NA

Net profit / (loss) attributable to the

owners

82.0

(186.3)

NA

Basic profit / (loss) per share (HK$) (Note

1)

0.03

(0.08)

NA

Consolidated financial position analysis, HK$ million

At 30 June

At 31 December

2019

2018

Change %

Total assets

67,888.7

63,033.4

7.7

Total equity

16,003.4

15,329.7

4.4

Owner's equity

9,382.3

9,220.8

1.8

Owner's equity per share (HK$) (Note 2)

2.91

2.86

1.7

Note 1: the denominator is weighted average number of ordinary shares of the Company

Note 2: the denominator is total issued shares

4

Yunfeng Financial Group Limited

Interim Results Announcement for the Six Months Ended 30 June 2019

Analysis on profit / (loss) for six months period ended 30 June, HK$ million

2019

2018

Change %

YF Life segment operating profit

401.8

-

NA

Other financial services and corporate

segment operating loss

(69.9)

(72.9)

(4.1)

Total operating profit / (loss)

331.9

(72.9)

NA

Adjust for the following profit or loss and

expenses impact:

Realised capital gain/loss and short-term

derivatives market value fluctuation

(66.0)

-

NA

Staff share award amortisation expense

3.7

(111.6)

NA

Legal and professional fee and other

expenses for acquisition of YF Life

(16.1)

(1.8)

8.9 times

Finance cost (Note 1)

(29.6)

-

NA

Consolidation adjustments (Note 2)

(12.7)

-

NA

Profit / (loss) for the period

211.2

(186.3)

NA

Less: non-controlling interests

(129.2)

-

NA

Net profit / (loss) attributable to the owners

82.0

(186.3)

NA

Note 1: The amount includes bank interest expenses and other finance expenses incurred for the capital required in the Group's strategic investment.

Note 2: The consolidation adjustments represent the financial impact arising from the acquisition of YF Life.

5

Yunfeng Financial Group Limited

Interim Results Announcement for the Six Months Ended 30 June 2019

Changes in owner's equity

HK$ million

2019

Balance at 1 January

15,329.7

Adoption of new accounting standard

(11.0)

Share based payment transaction

(3.7)

Capital injection to YF Life

328.0

Profit for the Period

211.2

Others comprehensive income and others

149.2

Balance at 30 June

16,003.4

Attributable to :

Equity shareholders of the Company

9,382.3

Non-controlling interests

6,621.1

Total equity

16,003.4

Business review

Overview

The Group's major sources of revenue includes those insurance related and other financial businesses including subscription fees and management fees for products launched by the Group, platform fees for distribution of third-parties products, administration fee for employees stock ownership plan management services, brokerage commission income and corporate advisory fee income etc. With the acquisition of YF Life, the Group has consolidated the YF Life's financial result for the Period. With the insurance business becoming dominant in the Group's financial result and the other Group's businesses remains in the stage of building up customer base and size of asset under management, the Group's financial result for the Period is considered not directly comparable to that of the Prior Period.

For the Period, the Group's main income stream amounted to HK$2,392.4 million including HK$2,381.7 million premiums and fee income (Prior Period: nil) and HK$10.7 million (Prior Period: HK$15.5 million) service income from other financial services. The overall income (after premiums ceded to reinsurer and change in unearned revenue liability) was HK$3,566.4 million (Prior Period: HK$66.2 million) including net investment income after overlay adjustment of HK$1,653.9 million (Prior Period: HK$44.7 million), representing an overall increase in total income of 53.9 times and an increase of 37 times compared to the Prior Period respectively. The insurance business contributed a total income of HK$3,510.9 million (Prior Period: nil) including net investment income of HK$1,609 million (Prior Period: nil). Excluding the insurance business, the Group's total income was HK$56.4 million (Prior Period: HK$66.2 million) including the net investment income of HK$45.1 million (Prior Period: HK$44.7 million), representing a decrease of 14.8% and an increase of 0.9% compared to the Prior Period respectively. The decrease of total income excluding insurance business was mainly attributable to the decrease of consultancy and advisory service income and weakening external economic outlook.

6

Yunfeng Financial Group Limited

Interim Results Announcement for the Six Months Ended 30 June 2019

The increase in overall operating expense is mainly caused by the consolidation of YF Life and partially offset by the decrease in amortisation expense in relation to Pool B share awards granted by the Company compared to the Prior Period. If the financial impact in relation to the YF Life acquisition, the amortization expense in relation to share awards and finance cost are excluded, the net loss attributable to equity shareholders of the Company for the Current Period would be HK$69.9 million (Prior Period: HK$72.9 million) representing a decrease of 4.1% compared to the Prior Period. Taking into account the newly acquired insurance business, amortisation expense of share awards and finance cost, the profit attributable to equity shareholders of the Company for the Period is HK$82.0 million compared to HK$186.3 million of loss attributable to equity shareholder of the Company in Prior Period, representing a significant improvement in financial result compared to Prior Period.

Insurance business review

To facilitate a more thorough and comprehensive review, the insurance business, YF Life related financial data below is presented on a half year basis and excluded the fair value accounting adjustments made on the acquisition and intragroup transaction elimination.

Overview

During the First Half of 2019, our insurance business remained as authorized insurer licensed to carry on life and annuity, linked long term, permanent health, and retirement scheme management long term insurance businesses in Hong Kong. It also operates in Macau through a branch office and is licensed to sell life insurance products in Macau.

Our insurance business division maintained diversified product suite includes three flagship products: (i) the "FLEXI-ULife Prime Saver", an enhanced universal life insurance plan; (ii) the "MY Lifetime Annuity" and the "Infinity Saver", providing guaranteed lifetime annuity income to act as a safety net during the customer's retirement; and (iii) the PrimeHealth series which are critical illness products covering more than 100 illnesses.

As of 30 June 2019, the tied agency force consisted of approximately 2,753 (31 December 2018: 2,701) agents in Hong Kong and Macau. In addition to tied agency force, we also utilize brokers and agency intermediaries as well as banks and other financial institutions to distribute insurance products. The insurance business division has approximately 405 (31 December 2018: 379) employees and more than 479,000 (31 December 2018: 470,000) in- force individual policies.

7

Yunfeng Financial Group Limited

Interim Results Announcement for the Six Months Ended 30 June 2019

During First Half of 2019, our insurance division continues to develop its tied agency, brokerage and agency intermediary and bancassurance distribution channels to increase penetration in the market, to broaden its access to potential customers and to meet the evolving preferences of existing customers. Tied agency is the most significant distribution channel in terms of premium and fee income contribution and we plan to continue to steadily grow its tied agency force. We also seek to expand its brokerage and agency intermediary distribution channel to serve sophisticated customers who we believe are more receptive to independent advice. In order to expand the bancassurance distribution channel, we will aim to establish new partnerships with suitable banks and financial institutions. Furthermore, we aim to continue enriching our comprehensive and diversified product portfolios and improve the information capability and usage of digital platforms to match the preferences of the customers. By a carefully planned and thorough step-by-step integration, management is confident that the insurance division will greatly contribute to the Group's financial services ecosystem vision to provide wider range of products and services to the customer base and provide significant crossing-selling opportunities.

Total premium and fee income

Total premium and fee income ("TPI") measures its business volumes by referring to the total TPI reported under the Insurance Ordinance ("IO"). TPI consists of full amount of single premium, first year regular premium and renewal regular premium before reinsurance, and includes deposits and contributions for contracts. In preparing the financial statements in accordance with HKFRS, YF Life chooses to unbundle the deposit component of insurance contracts from TPI and such deposit component is credited directly to the policyholders' deposit upon receipt. Therefore, the revenue recognized in the financial statements prepared under HKFRS is less than TPI.

For the six months period ended 30

June

2019

2018

HK$ million

HK$ million

Total premium and fee income reported under

the IO

3,713

3,566

Less: Premium deposits separated out from

insurance contracts and recognition of

fee income

(1,331)

(1,500)

Premium and fee income recognized in the

income statements of HKFRS

2,382

2,066

Management considers TPI as one of the important measures of the Group's operating performance and believes they are frequently used by analysts, investors and other interested parties in the evaluation of insurance companies. The management also uses TPI as additional measurement tools for purposes of business decision-making. TPI is not measures of operating performance under HKFRS and should not be considered as a substitute for, or superior to, profit before tax in accordance with HKFRS.

Business Volume

The tables below set forth the TPI of the Insurance business by (i) geographical region, (ii) distribution channel and (iii) product type based on internal records.

8

Yunfeng Financial Group Limited

Interim Results Announcement for the Six Months Ended 30 June 2019

  1. By geographical region

For the six months period ended 30 June

2019

2018

HK$ million

%

HK$ million

%

Hong Kong

3,139

85

3,041

85

Macau

574

15

525

15

3,713

100

3,566

100

(ii)

By distribution channel

For the six months period ended 30 June

2019

2018

HK$ million

HK$ million

Hong

Hong

Kong

Macau

Total

Kong

Macau

Total

Tied agency

1,922

514

2,436

1,905

453

2,358

Brokers and non-tied

agency

955

11

966

910

15

925

Banks and other financial

institution

262

49

311

226

57

283

3,139

574

3,713

3,041

525

3,566

(iii)

By product type

For the six months period ended 30 June

2019

2018

HK$ million

HK$ million

Hong

Hong

Kong

Macau

Total

Kong

Macau

Total

Regular premium-First

year

366

106

472

407

100

507

Regular premium-

Renewal

2,497

440

2,937

2,418

383

2,801

Single premium

275

27

302

215

41

256

Fee income

1

1

2

1

1

2

3,139

574

3,713

3,041

525

3,566

9

Yunfeng Financial Group Limited

Interim Results Announcement for the Six Months Ended 30 June 2019

Embedded value and value of new business

The Embedded Value method is a commonly adopted alternative method of measuring the value and profitability of a life insurance company. Embedded Value is an actuarially determined estimate of the economic value of a life insurance business based on a particular set of assumptions as to future experience, excluding any economic value attributable to future new business. Value of New Business represents an actuarially determined estimate of the economic value arising from new life insurance business issued in the relevant 12- month period.

We adopted a traditional deterministic discounted cash flow methodology to determine the components of embedded value. This methodology makes implicit allowance for the time value of options and guarantees and other risks associated with the realisation of the expected future distributable earnings through the use of a risk adjusted discount rate and is consistent with the industry practice in the market.

The embedded value of the insurance business as at 30 June 2019 is HK$ 16,305 million (31 December 2018 is HK$15,131 million) with breakdown as below.

HK$ million

30 June

31 December

2019

2018

Change %

Adjusted Net Worth ("ANW") (note 1)

6,353

5,825

9

Value of in-force ("VIF") business after

CoC (note 2)

9,952

9,306

7

Embedded value

16,305

15,131

8

Note 1 The ANW represents the net asset value on Hong Kong statutory basis, with marked- to-market adjustment to certain assets. The ANW growth is mainly driven by capital injection of HK$820 million from YF Life's shareholders completed on 14 May 2019 and partially offset by increase in liabilities arising from market interest rate drop.

Note 2 The VIF is the present value of future estimated after-tax statutory profits from in-force business, discounted at the risk discount rate. The VIF growth is driven by new business acquired and favourable actual experience, partly offset by future economic assumption update.

For further detailed discussion of embedded value of insurance division, please refer to the Embedded Value section.

10

Yunfeng Financial Group Limited

Interim Results Announcement for the Six Months Ended 30 June 2019

Key financial data of insurance business segment

The key financial data of insurance segment is presented under Hong Kong Financial Reporting Standards ("HKFRS") on a half year basis before any fair value adjustment arising from the acquisition accounting policy and intra-group eliminations:

For the six months period

ended 30 June

2019

2018

Change %

HK$ million

HK$ million

Income

Premiums and fee income

2,382

2,066

15

Premiums ceded to reinsurer

(323)

(290)

11

Net premium and fee income

2,059

1,776

16

Change in unearned revenue liability

(360)

(330)

9

Net earned premium and fee income

1,699

1,446

17

Net investment and other (loss)/income

1,759

589

(note a)

199

Reinsurance commission and profit

16

7

129

Benefits, losses and expenses

Net policyholders benefit (note b)

1,760

819

115

Commission and related expenses

536

515

4

Deferral and amortisation of deferred

(423)

(379)

acquisition costs

12

Management and other expenses (note c)

348

264

32

Change in future policyholder benefits

893

603

note d)

48

Profit before taxation before disposal of MM

360

220

Japan

64

Taxation

24

23

4

Profit after taxation before disposal of MM

336

197

Japan

71

Note a: the balance includes net investment and other income, interest income from bank deposits and other operating income excluding the HK$589 million disposal gain of equity interest in MassMutual Life Insurance Company K.K. ("MM Japan") in 2018. The increase of the balance mainly arises from more investment gain from investment-linked policies.

Note b: the balance includes net claims, policy benefits and surrenders, interest credited to policyholders' deposits and dividends to policyholders. The increase of the balance mainly arises from more investment gain passing to the policyholders of investment- linked policies.

11

Yunfeng Financial Group Limited

Interim Results Announcement for the Six Months Ended 30 June 2019

Note c: the balance includes management expenses, investment management fee and other operating expense. The increase of the balance mainly arises from inflation, increase of supporting staff and marketing expense.

Note d: the balance includes change in future policyholders' benefits to both insurance and investment contracts. The increase of the balance mainly arises from new business and natural growth of inforce portfolio.

Operating Profit

For management decision making and internal performance management purpose, the Group refers to the operating profit which excludes the realised capital gain/loss and short- term derivatives market value fluctuation and profit and loss due to one-off event. The operating profit for the period grew by 10% to HK$402 million.

For the six months period

ended 30 June

2019

2018

Change %

HK$ million

HK$ million

Operating profit (note 1)

402

364

10

Adjust for the following profit or loss and expenses impact:

  • Realised capital gain/loss and short-term

derivatives market value fluctuation

(66)

(167)

(60)

Profit before one-off adjustment

336

197

71

One-off adjustments (Note 2)

-

589

N/A

Profit for the period

336

786

(57)

Note 1: Operating profit represents profit generated from core business activities.

Note 2: One-off adjustments represents the disposal gain of equity interest in MM Japan.

12

Yunfeng Financial Group Limited

Interim Results Announcement for the Six Months Ended 30 June 2019

Assets and Liabilities

The following table sets out the key financial information with respect to the assets and liabilities employed by the insurance division before any fair value adjustment arising from the acquisition accounting policy and intra-group eliminations.

As at 30

As at 31

June

December

2019

2018

HK$ million

HK$ million

Investments

49,942

43,354

Cash and deposits

2,997

4,595

Deferred acquisition costs

8,483

9,640

Other assets

1,449

905

Total assets

62,871

58,494

Insurance contract provisions

44,489

42,652

Investment contract liabilities

4,560

4,479

Other payable

1,710

1,160

Total liabilities

50,759

48,291

Net assets

12,112

10,203

Investment assets

The table below sets forth the asset allocation of the investment portfolio of insurance division for the six months period ended 30 June 2019 and year ended 31 December 2018.

As at 30

As at 31

June

December

2019

2018

HK$ million

HK$ million

Debt securities

33,670

27,679

Mortgage loans

7,176

7,358

Equity securities

1,523

1,379

Cash and deposits

2,997

4,595

45,366

41,011

Unit trusts

7,573

6,938

52,939

47,949

13

Yunfeng Financial Group Limited

Interim Results Announcement for the Six Months Ended 30 June 2019

As at 30 June 2019, 90% (31 December 2018: 90%) of the debt securities invested have Standard and Poor's rating of BBB or above or equivalent rating from other reputable rating agencies.

The table below sets forth the total investment income based on internal records:

For the six months period ended

30 June

2019

2018

HK$ million

HK$ million

Interest income and others

812

643

Dividend income

26

36

The investment income excludes income arising from investment-linked products.

Key operational data of the insurance division

The table below sets forth certain other key operational data of the insurance division.

As at 30

As at 31

June

December

2019

2018

Number of employees

- Hong Kong

385

361

- Macau

20

18

Number of tied agents

- Hong Kong

1,807

1,764

- Macau

946

937

Number of brokers and non-tied agents

487

472

Number of bancassurance partners

5

6

14

Yunfeng Financial Group Limited

Interim Results Announcement for the Six Months Ended 30 June 2019

Financial strength and solvency margin

The table below sets forth a summary of the total available capital and solvency ratio, the ratio expressed as a percentage, of the surplus to the required solvency margin of the legal entity carried out the insurance business related activities, as determined at the relevant time in accordance with the IO.

As at 31

As at 30 June

December

2019

2018

HK$ million

HK$ million

Total available capital

6,846

5,574

Regulatory minimum capital

1,950

1,827

Solvency Ratio

351%

305%

The solvency ratio was 351 per cent at 30 June 2019, up by 46 BPS compared with 305 per cent at 31 December 2018. The higher solvency ratio was mainly driven by a capital injection.

Other financial service business

Brokerage Business

During the Period, the turnover of brokerage business amounted to HK$ 4,228.7 million (Prior Period HK$2,554.7 million), representing an increase of 65.5%. Bond trading was introduced in addition to the brokerage business, thus enriching the product line. On the other hand, the Group laid out the establishment of quantitative platform and low-latency trading system while continuing to devote great efforts to support the result of the research department, thus laying a more solid foundation for its future To-B business and To-C business.

Corporate finance consultancy service

The Group's corporate finance business provides financial consultancy service primarily to Hong Kong listed companies. In the First Half of 2019, our service team has also successfully liaised with a number of other potential clients and proactively engaged in communication with clients with respect to potential transactions such as fund raising, investors seeking, listing preparation and underwriting for engagement opportunities.

Employee stock ownership plan administration

In the First Half of 2019, the "Youyu ekeeper" system can support the management of a number of incentive plans including exercise of share options, restricted shares, employee benefit trusts, etc., covering functions including stock trading, plan monitoring, data management, accounting and financial statements, which enable enterprises to significantly increase management efficiency and reduce costs. Leveraging on the Group's business strengths in Hong Kong stock brokerage business, employees can also utilize our equity financing and easy trading services upon exercise of their share options to enhance and maximize their returns.

15

Yunfeng Financial Group Limited

Interim Results Announcement for the Six Months Ended 30 June 2019

"Youyu ekeeper" has been providing one-stop ESOP management service for two years. Currently, it has accumulated tens of corporate clients and is well received by the corporates and its employees. The ESOP management service can capture plenty of high-quality users with strong potential for growth of personal wealth and great loyalty to Yunfeng platform.

Fintech

In the First Half of 2019, the Fintech Business Department was established to formulate solutions for different financial institutions. On the other hand, the team also drives the initiatives to upgrade its technology level and develop a brand-new sales and online policy signing platform for our insurance business, YF Life. Management considers the platform would enable agency teams to provide better and more efficient services for clients. With good progress being made, the platform is expected to go online in the second half of the year.

Asset Management

In the First Half of 2019, the Group's asset management business continued to enhance its existing advantages in overseas asset allocation. At the same time, we capture the unique opportunities brought about by the Outline Development Plan for Guangdong-Hong Kong- Macao Greater Bay Area and strengthen the cooperation with various institutions in the market with the aim to actively expand and achieve long-term business development goal. Under the Group's overall To-B business strategy, the Youyu Wealth platform focused on identifying competitive advantages to complement the cooperation with different financial institutions and achieve positive result. With our traditional advantages in global mutual fund allocation, the Group launches discretionary multi-asset strategies services involving Qualified Domestic Institutional Investor products. Based on the business opportunities brought about by the Outline Development Plan for Guangdong-HongKong-Macao Greater Bay Area and the unique financial market position of Hong Kong, the Group issued three fund products investing in anchor IPO shares and US dollar debenture of PRC-based issuer to high-net-worth and institutional clients. In terms of asset management, three Majik fund products focusing on overseas alternative assets and Youyu Note product are well operated.

In the second half of 2019, the asset management business will closely monitor global market trends to capture and seize investment opportunities through issue of new asset management products to serve high-net-worth clients and institutional clients. Under To-B business model, we will continue to foster our current cooperation with fund platforms and financial institutions to achieve breakthroughs in asset under management scale and intermediary business revenue. At the same time, our team will focus on the development of high quantity orders placing service for the institutional clients and devise new To-B business model.

Prospect

With the "Outline Development Plan for Guangdong-HongKong-Macao Greater Bay Area" announced by the CPC Central Committee and the State Council on 18 February 2019, Hong Kong will take opportunities to fully leverage its advantages as the global offshore RMB business hub and the international asset management center. "Shanghai Connect" and "Shenzhen Connect" are actively enhancing the interconnection mechanism with the domestic financial markets. The mainland and Hong Kong governments are discussing the "Insurance Connect", which is believed that it can further promote the activities of the financial markets and insurance businesses in Guangdong, Hong Kong and Macau.

16

Yunfeng Financial Group Limited

Interim Results Announcement for the Six Months Ended 30 June 2019

Looking forward, the volatility of the financial market in the Second Half of 2019 will continue.

  1. number of uncertainties, including Sino-US trade dispute, no-deal Brexit, and the recent demonstrations in Hong Kong, have intensified market negative sentiment, and the Company will carefully respond to challenges. With a foothold in Hong Kong, the Company will grasp the opportunities emerging in the Greater Bay Area, connect China with foreign countries, empower financial institutions with technologies and forge a one-stop professional financial platform.

Liquidity and financial resources

As at 30 June 2019, the Group had fixed bank deposits with original maturity over 3 months and cash and cash equivalents amounting to HK$3,878.1 million (31 December 2018: HK$5,443.5 million). As at 30 June 2019, the Group has HK$1,804.6 million (31 December 2018: HK$1,198.2 million) bank borrowing outstanding. The Group's gearing ratio was 10.11% (31 December 2018: 7.25%), which was measured as total debt excluding those operation related liabilities to total debt excluding those operation related liabilities plus equity.

Capital structure

Details of movements in share capital of the Company during the Period are set out in the statement of changes in equity to the financial statements.

Foreign exchange risk

The Group has assets and liabilities denominated in currencies other than its functional currency and that are subject to fluctuation in foreign exchange amounts in the different currencies. The Group is exposed to currency risk arising from various currency exposures mainly to the extent of its investments and bank balances in multi currencies. Management of the Group monitors the foreign exchange exposure and will hedge significant foreign currency exposure should the need arise as set out in note 4 to the condensed consolidated interim financial statements.

Material acquisitions and disposals of subsidiaries and associates

The Group did not have any material acquisitions or disposals of subsidiaries and associates during the Period.

Charge on assets

At the end of the Period, the Group did not have any charges on assets, other than a security deposit of HK$300,000 (31 December 2018: HK$300,000) for banking facilities, HK$4,524,359,000 of investment together with HK$225,548,000 of fixed bank deposit (31 December 2018: HK$3,760,043,000 of investment together with HK$259,250,000 of fixed bank deposit) in favour of Autoridade Monetaria de Macau to guarantee the technical reserves in accordance with the Macau Insurance Ordinance.

Commitments

Details of segments are set out in note 27 to the condensed consolidated interim financial statements.

17

Yunfeng Financial Group Limited

Interim Results Announcement for the Six Months Ended 30 June 2019

Contingent liabilities

The Group did not have any significant contingent liabilities as at 30 June 2019 and 31 December 2018.

Staffing and remuneration

As at 30 June 2019, the Group employed 621 (31 December 2018: 609) full-time employees mainly located in Hong Kong, Macau and the People's Republic of China and stringently abided by the relevant labour laws and regulations. To foster a motivated and skilled working team, the Group provides on-the-job training and competitive remuneration packages including salaries and discretionary bonuses for employees.

The remuneration policy and package, including the share options and share awards (if any), of the Group's employees are maintained at market level and are reviewed annually by the management. There have been no significant changes in the employment, training or development policies of the Group since the publication of the annual report for the year ended 31 December 2018.

Adjustment in use of proceeds from subscription shares

The proceeds from subscription shares have been utilised subsequent to the subscription as set out under the section "Use of Proceeds" of the Company's circular dated 18 August 2015 (the "Circular") and subsequent adjustment in use of proceeds as set out in the announcement of the Company dated 18 October 2016.

Unutilised

Actual usage

Use of Proceeds

Proceeds up to

from 1 January

Unutilised

after

31 December

2019 to

Proceeds up to

adjustments

2018

30 June 2019

30 June 2019

HK$million

HK$million

HK$million

HK$million

Setting up new branches and IT

infrastructure

333.2

96.6

41.6

55.0

Recruitment of professionals

59.9

-

-

-

Establishment of a private wealth

management platform

179.0

107.1

27.1

80.0

Development of a financial

services ecosystem

135.0

84.5

7.1

77.4

General capital management

2,970.9

-

-

-

Total:

3,678.0

288.2

75.8

212.4

Regarding to the proposed use of HK$55 million in setting up new branches as set out in the paragraph headed "Use of proceeds" in the Circular, it remains unutilised as at 31 December 2018 and 30 June 2019. In view of uncertainty with the domestic economic environment, it is considered that setting up physical new branches is no longer the optimal way to use the proceeds. Therefore, the board considers applying the unutilised proceed to set up and further enhance the IT infrastructure to facilitate the integration of YF Life operation and related operation system upgrade going forward to be more beneficial to the overall business development. Other than as stated above, the original proposed application of the funds remains unchanged. The Board considers the above adjustment in the use of the net Proceeds is fair and reasonable and in the best interests of the Company and the Shareholders as a whole. With the adjustment on unutilised proceed discussed above, the

18

Yunfeng Financial Group Limited

Interim Results Announcement for the Six Months Ended 30 June 2019

unutilised proceeds up to 30 June 2019 are expected to be fully utilised by the end of year 2020.

Events after reporting period

Details of events after reporting period are set out in Note 32 to the condensed consolidated interim financial statements.

19

Yunfeng Financial Group Limited

Interim Results Announcement for the Six Months Ended 30 June 2019

Embedded Value

  1. Background
    The Group mainly consists of two major segments including life insurance business and other financial services in the areas of investment holding, asset management, pensions, other businesses and corporate services. Life insurance business is operated by YF Life Insurance International Limited ("YF Life"), a 60% owned subsidiary, which becomes the most significant part of the Group in terms of total asset and profitability. To provide additional information of the insurance business, the Group disclosed the Embedded Value ("EV") of the segment.
  2. Basis of preparation
    We adopted a traditional deterministic discounted cash flow methodology to determine the components of Embedded Value and the New Business Value. This methodology makes implicit allowance for the time value of options and guarantees and other risks associated with the realisation of the expected future distributable earnings through the use of a risk adjusted discount rate and is consistent with the industry practice in the market.
    The Group has appointed PricewaterhouseCoopers ("PwC"), an international firm of consulting actuaries, to examine whether the methodology and assumptions used by us in the preparation of the Embedded Value as at 30 June 2019 are consistent with standards generally adopted by insurance companies in Hong Kong and the preparation basis adopted for the Embedded Value as at 31 December 2018.
  3. Cautionary statement
    The calculations of Embedded Value and the New Business Value of insurance business segment are based on certain assumptions with respect to future experience. Thus, the actual results could differ significantly from what is envisioned when these calculations were made. In addition, the insurance business segment is held through a 60% owned subsidiary of the Group. With the Embedded Value and the New Business Value of the insurance business being presented on a 100% basis below, the related value assessment should be considered accordingly.

20

Yunfeng Financial Group Limited

Interim Results Announcement for the Six Months Ended 30 June 2019

4.

Embedded value of YF Life

4.1

Embedded value

30 June

31 December

2019

2018

HK$ million

HK$ million

Adjusted Net Worth

6,353

5,825

Value of in-force business before cost of capital

11,870

11,126

Cost of capital

(1,918)

(1,820)

Embedded value

16,305

15,131

Attributable to:

Owners of the Company

9,783

9,079

Non-controlling interests

6,522

6,052

Embedded value

16,305

15,131

4.2

New business value

For the past

For the past

6 months

6 months

as of

as of

30 June

30 June

2019

2018

HK$ million

HK$ million

New Business Value after cost of capital

226

221

21

Yunfeng Financial Group Limited

Interim Results Announcement for the Six Months Ended 30 June 2019

OTHER INFORMATION

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

As at 30 June 2019, the interests and short positions of each director of Yunfeng Financial Group Limited (the "Company") (the "Director") and chief executive in the shares, underlying shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the Securities and Futures Ordinance (the "SFO")), as recorded in the register required to be kept by the Company 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 Part XV of the SFO or the Model Code for Securities Transactions by Directors of Listed Issuers (the "Model Code") under the Rules Governing the Listing of Securities (the "Listing Rules") on the Stock Exchange, or known to the Company, were as follows:

Long positions in the ordinary shares of the Company ("Shares") and the underlying Shares:

Number of Shares held

Percentage

Capacity/Nature of

of

Name of Director

interests

Long position

shareholding

Mr. Yu Feng (note)

Held by controlled

1,342,976,000

41.66%

corporation/Corporate

interest

Ms. Li Ting

Beneficial

18,550,000

0.58%

owner/Beneficial

interest

Note:

Mr. Yu Feng, Chairman of the Group and non-executive Director, was interested in 1,342,976,000 Shares through Jade Passion Limited ("Jade Passion"), a company which is owned as to 73.21% of its issued share capital by Key Imagination Limited ("Key Imagination"). 91% of the issued share capital of Key Imagination is owned by Yunfeng Financial Holdings Limited ("YFHL"), the issued share capital of which in turn, is owned as to 70.15% by Mr. Yu Feng.

22

Yunfeng Financial Group Limited

Interim Results Announcement for the Six Months Ended 30 June 2019

Long positions in the shares and the underlying shares of associated corporations:

Number of Shares held

in Associated

Corporation

Name of

Percentage

Associated

Name of

Capacity/

Long

of

Corporation

Director

Nature of Interests

position

shareholding

Yunfeng Financial

Mr. Yu Feng

Beneficial owner/Beneficial

94

70.15%

Holdings Limited

interest

Key Imagination

Mr. Yu Feng

Held by controlled

9,100

91%

Limited

(Note 1)

corporation/Corporate interest

Mr. Huang Xin

Held by controlled

900

9%

(Note 2)

corporation/Corporate interest

Jade Passion

Mr. Yu Feng

Held by controlled

7,321

73.21%

Limited

(Note 1)

corporation/Corporate interest

Notes:

  1. Mr. Yu Feng, Chairman of the Group and non-executive Director, was interested in 9,100 shares, representing 91% of equity interest in Key Imagination through YFHL, the substantial shareholder of the Company. Mr. Yu Feng was also interested in 7,321 shares, representing 73.21 % of equity interest in Jade Passion through Key Imagination. Both Key Imagination and Jade Passion are substantial shareholders of the Company.
  2. Mr. Huang Xin, an executive Director, is the sole shareholder of Perfect Merit Limited which owns 900 shares, representing 9% of the equity interest in Key Imagination.

Save as disclosed above, as at 30 June 2019, none of the Directors and chief executive of the Company and/or any of their respective associates had any interest or short position in the shares, underlying shares or debentures of the Company and/or any of its associated corporations (within the meaning of Part XV of the SFO) as recorded in the register required to be kept by the Company under Section 352 of the SFO, or as otherwise notified to the Company and the Stock Exchange pursuant to Part XV of the SFO or the Model Code adopted by the Company.

LONG-TERM INCENTIVE SCHEMES

The Company has adopted the share option scheme and share award schemes to recognise the contributions of certain employees or Directors and help to retain them for the Group's operations and further development.

23

Yunfeng Financial Group Limited

Interim Results Announcement for the Six Months Ended 30 June 2019

Share Option Scheme

The share option scheme (the "Share Option Scheme") was adopted by the Company on 21 July 2011 with a useful life of ten years from the date of adoption. Summary of the Share Option Scheme is set out in the 2018 annual report.

During the six months ended 30 June 2019, no share options were granted and as at 30 June 2019, no share options were outstanding.

Share Award Schemes

The Board had approved the adoption of two share award schemes respectively on 30 October 2014 (the "2014 Share Award Scheme") and on 12 December 2016 (the "2016 Share Award Scheme").

The maximum number of shares that can be issued or purchased under the 2016 Share Award Scheme and the 2014 Share Award Scheme is 10% of the Shares in issue from time to time (i.e. 322,332,639 Shares, representing 10% of total issued Shares as at the date of this announcement).

2014 Share Award Scheme

Since the date of adoption of 2014 Share Award Scheme (i.e. 30 October 2014) (the "2014 Adoption Date") and up to the date of this announcement, a total of 9,330,239 Shares have been awarded under the 2014 Share Award Scheme, representing about 2.09% of the total number of Shares in issue as at the 2014 Adoption Date and about 0.29% of the total issued Shares as at the date of this announcement.

During the six months ended 30 June 2019, no Shares had been awarded under the 2014 Share Award Scheme and as at 30 June 2019, 26,667 Shares were held by the trustee under the 2014 Share Award Scheme. There is no movement in the number of shares awarded under the 2014 Share Award Scheme.

2016 Share Award Scheme

Since the date of adoption of 2016 Share Award Scheme (i.e. 12 December 2016) (the "2016 Adoption Date") and up to the date of this announcement, 9,330,239 Shares have been awarded pursuant to the 2014 Share Award Scheme while 43,040,000 Shares have been awarded pursuant to the 2016 Share Award Scheme, representing in aggregate about 2.18% of the total number of Shares in issue as at the 2016 Adoption Date and about 1.62% of the total issued shares as at the date of this announcement.

During the six months ended 30 June 2019, no Shares had been awarded under the 2016 Share Award Scheme. As at 30 June 2019, 15,395,000 Shares were held by the trustee under the 2016 Share Award Scheme. Details of movements in the number of shares awarded under the 2016 Share Award Scheme are disclosed in Note 25(i) to the condensed consolidated interim financial statements.

24

Yunfeng Financial Group Limited

Interim Results Announcement for the Six Months Ended 30 June 2019

DIRECTORS' RIGHTS TO ACQUIRE SHARES

Save as disclosed in this announcement, at no time during the six months ended 30 June 2019 was the Company, or any of its subsidiaries or associated corporations, a party to any arrangement to enable the Directors (including their respective spouses and children under the age of 18) to acquire benefits by means of the acquisition of the shares or debentures of, the Company or any other body corporate.

SUBSTANTIAL SHAREHOLDERS' AND OTHER PERSONS' INTERESTS IN SHARES

As at 30 June 2019, the Company had been notified of the following substantial shareholders' and other persons' interests, being 5% or more of the Company's issued shares that are recorded in the register under Section 336 of the SFO.

Number of Shares held

Capacity/

Percentage of

Name of Substantial Shareholder

Nature of interests

Long position

shareholding

Mr. Yu Feng (Note 1)

Held by controlled

1,342,976,000

41.66%

corporation/Corporate interest

Yunfeng Financial Holdings Limited

Held by controlled

1,342,976,000

41.66%

(Note 1)

corporation/Corporate interest

Key Imagination Limited (Note 1)

Held by controlled

1,342,976,000

41.66%

corporation/Corporate interest

Jade Passion Limited (Note 1)

Beneficial owner/Beneficial

1,342,976,000

41.66%

interest

Massachusetts Mutual Life Insurance

Held by controlled

800,000,000

24.82%

Company (Note 2)

corporation/Corporate interest

MassMutual International LLC (Note 2)

Beneficial owner/Beneficial

800,000,000

24.82%

interest

Ms. Lian Yi (Note 3)

Held by controlled

167,872,000

5.21%

corporation/Corporate interest

Clear Expert Limited (Note 3)

Held by controlled

167,872,000

5.21%

corporation/Corporate interest

Violet Passion Holdings Limited

Beneficial owner/Beneficial

167,872,000

5.21%

(Note 3)

interest

Notes:

  1. Mr. Yu Feng, Chairman of the Group and a non-executive Director, was interested in 1,342,976,000 Shares through Jade Passion, a company which is owned as to 73.21% of its issued share capital by Key Imagination. 91% of the issued share capital of Key Imagination is owned by YFHL, the issued share capital of which in turn, is owned as to 70.15% by Mr. Yu Feng.
  2. Massachusetts Mutual Life Insurance Company was interested in 800,000,000 Shares through its 100% controlled corporation "MassMutual International LLC".
  3. Ms. Lian Yi was interested in 167,872,000 Shares through Violet Passion Holdings Limited, a wholly-owned subsidiary of Clear Expert Limited, which in turn is a company wholly-owned by Ms. Lian Yi.

25

Yunfeng Financial Group Limited

Interim Results Announcement for the Six Months Ended 30 June 2019

Save as disclosed above, as at 30 June 2019, there were no other persons who had an interest or short position in the shares or underlying shares of the Company which would fall to be disclosed to the Company under divisions 2 and 3 of the SFO, or which were recorded in the register to be kept by the Company under Section 336 of the SFO.

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

During the six months ended 30 June 2019, neither the Company nor any of its subsidiaries had purchased, sold or redeemed any of the listed securities of the Company.

CORPORATE GOVERNANCE

During the six months ended 30 June 2019, the Company has complied with the applicable code provisions of the Corporate Governance Code (the "CG Code"), as set out in Appendix

14 to the Listing Rules, except for a deviation which is summarised below:

Code Provision A.4.1

Code provision A.4.1 provides that non-executive directors should be appointed for a specific term, subject to re-election. The Company deviates from this provision because the non- executive Directors and independent non-executive Directors do not currently have specific terms of appointment. However, the articles of association of the Company states that one- third of the Directors for the time being or, if the number is not a multiple of three, then, the number nearest to but not less than one-third, shall retire from office by rotation, provided that every Directors shall be subject to retirement by rotation at least once every three years at each annual general meeting, and offer themselves for re-election. As such, the Board considers that sufficient measures have been put in place to ensure the Company's corporate governance practice in this aspect provides sufficient protection for the interests of Shareholders to a standard commensurate with that of the code.

26

Yunfeng Financial Group Limited

Interim Results Announcement for the Six Months Ended 30 June 2019

CODE OF CONDUCT FOR SECURITIES TRANSACTIONS

The Company has adopted the code of conduct regarding director's securities transactions with terms no less exacting than the required standard set out in the Model Code. Following specific enquiry by the Company, all the Directors have confirmed that they have complied with the required standards as stated in the Model Code throughout the six months ended 30 June 2019.

AUDIT COMMITTEE

The audit committee of the Company is chaired by Mr. Chu Chung Yue, Howard, with members of Mr. Qi Daqing and Mr. Xiao Feng. The audit committee of the Company has adopted the terms of reference which are in line with the CG Code.

This unaudited condensed consolidated interim financial results and statements of the Group for the six months ended 30 June 2019 have been reviewed by the audit committee of the Company.

CHANGES OF DIRECTORS' INFORMATION

There is no change in the information of the Directors that is required to be disclosed pursuant to Rule 13.51B(1) of the Listing Rules since the publication of the Company's 2018 annual report and up to the date of this announcement.

27

Yunfeng Financial Group Limited

Interim Results Announcement for the Six Months Ended 30 June 2019

Condensed consolidated income statement for the six months ended 30 June 2019

(Expressed in Hong Kong dollars)

Six months ended 30 June

Note

2019

2018

(Unaudited)

(Unaudited)

HK$'000

HK$'000

(Note 30)

Income

Premiums and fee income

2,381,792

-

Premiums ceded to reinsurer

(323,445)

-

Net premium and fee income

2,058,347

-

Change in unearned revenue liability

(331,606)

-

Net earned premium and fee income

1,726,741

-

Brokerage commission, interest and other

service income

4,126

3,410

Subscription, management and rebate fee

income

5,837

2,217

Consultancy and advisory income

687

9,865

Net investment income

5(a)

1,755,726

44,709

Overlay adjustment

(101,838)

-

Other income

5(b)

159,554

5,994

Reinsurance commission and profit

15,592

-

Total income

3,566,425

66,195

28

Yunfeng Financial Group Limited

Interim Results Announcement for the Six Months Ended 30 June 2019

Condensed consolidated income statement

for the six months ended 30 June 2019 (continued)

(Expressed in Hong Kong dollars)

Six months ended 30 June

Note

2019

2018

(Unaudited)

(Unaudited)

HK$'000

HK$'000

Benefits, losses and expenses

Net policyholders benefit

6

(1,760,475)

-

Commission and related expenses

(533,641)

-

Deferral and amortisation of deferred acquisition

costs and value of business acquired

352,697

-

Management and other expenses

(468,807)

(244,855)

Change in future policyholder benefits

(897,632)

-

Total benefits, losses and expenses

(3,307,858)

(244,855)

Finance cost

(46,988)

(6,649)

Share of result in an associate

(1,114)

-

Profit/(loss) before taxation

7

210,465

(185,309)

Tax credit/(expenses)

8

746

(970)

Profit/(loss) after taxation

211,211

(186,279)

Profit/(loss) for the period attributable to:

Equity shareholders of the Company

82,001

(186,279)

Non-controlling interests

129,210

-

211,211

(186,279)

Earnings/(loss) per share attributable to

equity shareholders of the Company

Basic (HK$)

9

0.03

(0.08)

Diluted (HK$)

9

0.03

(0.08)

Note: The Group has initially applied HKFRS 16 at 1 January 2019 using the modified retrospective approach. Under this approach, comparative information is not restated. See note 3.

The accompanying notes form an integral part of these interim financial statements.

29

Yunfeng Financial Group Limited

Interim Results Announcement for the Six Months Ended 30 June 2019

Condensed consolidated statement of comprehensive income

for the six months ended 30 June 2019

(Expressed in Hong Kong dollars)

Six months ended 30 June

Note

2019

2018

(Unaudited)

(Unaudited)

HK$'000

HK$'000

Profit/(loss) for the period after taxation

211,211

(186,279)

Other comprehensive income for the period

Item that will not be reclassified subsequently to

profit or loss

Equity investment at fair value through other

comprehensive income-net movement in fair

value reserve (non- recycling)

3,044

(2,968)

Items that may be reclassified subsequently to

profit or loss:

Net movement in the fair value reserve during

the period recognised in other comprehensive

income

867,722

-

Financial asset at fair value through profit or

loss under overlay adjustment

101,838

-

Exchange differences arising on translation of

results of foreign operations

(2,244)

(959)

Unrealised loss related to amortisation of

deferred acquisition costs

(1,169,524)

-

Unrealised gain related to amortisation of

unearned revenue liability - Insurance

contract provisions

323,716

-

Unrealised gain related to amortisation of

unearned revenue liability - Investment

contract liabilities

24,711

-

149,263

(3,927)

Total comprehensive income for the period

360,474

(190,206)

30

Yunfeng Financial Group Limited

Interim Results Announcement for the Six Months Ended 30 June 2019

Condensed consolidated statement of comprehensive income

for the six months ended 30 June 2019 (continued)

(Expressed in Hong Kong dollars)

Six months ended 30 June

2019

2018

(Unaudited)

(Unaudited)

HK$'000

HK$'000

Total comprehensive income for the period

attributable to:

Equity shareholders of the Company

171,880

(190,206)

Non-controlling interests

188,594

-

360,474

(190,206)

Note: The Group has initially applied HKFRS 16 at 1 January 2019 using the modified retrospective approach. Under this approach, comparative information is not restated. See note 3.

The accompanying notes form an integral part of these interim financial statements.

31

Yunfeng Financial Group Limited

Interim Results Announcement for the Six Months Ended 30 June 2019

Condensed consolidated statement of financial position at 30 June 2019

(Expressed in Hong Kong dollars)

At 30 June

At 31 December

Note

2019

2018

(Unaudited)

(Audited)

HK$'000

HK$'000

Assets

Property and equipment

11

450,129

133,946

Statutory deposits

3,497

3,285

Deferred tax asset

184

184

Investments in associates

63,764

64,846

Goodwill and intangible assets

12

3,822,746

3,827,449

Deferred acquisition costs and value of

business acquired

12

7,739,354

8,556,181

Investments

13

50,354,988

43,632,718

Advance reinsurance premiums

116,571

10,652

Reinsurers' share of outstanding claims

47,469

31,202

Insurance and reinsurance receivables

14

297,532

243,612

Other account receivables and accrued income

15

71,434

95,870

Other receivables, deposit and prepayment

16

634,502

549,903

Bank balance - trust and segregated accounts

17

408,471

440,083

Fixed bank deposits with original maturity over 3

months

17

259,250

259,250

Cash and cash equivalents

17

3,618,855

5,184,229

67,888,746

63,033,410

--------------------

--------------------

32

Yunfeng Financial Group Limited

Interim Results Announcement for the Six Months Ended 30 June 2019

Condensed consolidated statement of financial position at 30 June 2019 (continued)

(Expressed in Hong Kong dollars)

At 30 June

At 31 December

Note

2019

2018

(Unaudited)

(Audited)

HK$'000

HK$'000

Liabilities

Insurance contract provisions

18

42,186,911

39,362,136

Investment contract liabilities

19

4,291,739

4,131,951

Outstanding claims

154,723

123,823

Reinsurance premium payables

414,619

314,011

Other account payables

20

449,888

521,864

Other payables and accrued expense

21

918,819

824,592

Tax payable

28,788

6,189

Financial liabilities at fair value through profit or

loss

22

633,921

503,130

Lease liabilities

323,559

15,254

Deferred tax liabilities

677,748

702,577

Bank borrowings

23

1,804,610

1,198,226

51,885,325

47,703,753

------------------

------------------

NET ASSETS

16,003,421

15,329,657

CAPITAL AND RESERVES

Share capital

24

9,829,094

9,829,094

Reserves

(446,767)

(608,324)

9,382,327

9,220,770

Non-controlling interests

6,621,094

6,108,887

TOTAL EQUITY

16,003,421

15,329,657

Note: The Group has initially applied HKFRS 16 at 1 January 2019 using the modified retrospective approach. Under this approach, comparative information is not restated. See note 3.

The accompanying notes form an integral part of these interim financial statements.

33

Yunfeng Financial Group Limited

Interim Results Announcement for the Six Months Ended 30 June 2019

Condensed consolidated statement of changes in equity for the six months ended 30 June 2019

(Expressed in Hong Kong dollars)

Attributable to equity shareholders of the Company

Shares held

Share-based

Asset

Fair value

Fair value

Statutory and

Non-

Share

by share

payment

revaluation

reserve

reserve (non-

Exchange

capital

Accumulated

controlling

capital

award scheme

reserve

reserve

(recycling)

recycling)

reserve

reserve

loss

Sub-total

interests

Total

HK$'000

HK$'000

HK$'000

HK$'000

HK$'000

HK$'000

HK$'000

HK$'000

HK$'000

HK$'000

HK$'000

HK$'000

Balance at 1 January 2018

4,629,094

(105,550)

30,743

2,650

-

(684)

1,811

1,446

(423,259)

4,136,251

-

4,136,251

Changes in equity for the six months ended 30

June 2018:

Share repurchased under share award scheme

-

(110,209)

-

-

-

-

-

-

-

(110,209)

-

(110,209)

Equity settled share-based transactions

-

-

111,633

-

-

-

-

-

-

111,633

-

111,633

Shares vested and cancelled under share award

scheme

-

132,529

(121,031)

-

-

-

-

-

(11,498)

-

-

-

Loss for the period

-

-

-

-

-

-

-

-

(186,279)

(186,279)

-

(186,279)

Other comprehensive income for the period

-

-

-

-

-

(2,968)

(959)

-

-

(3,927)

-

(3,927)

Appropriation to statutory and capital reserve

-

-

-

-

-

-

-

7

(7)

-

-

-

Balance at 30 June 2018 and 1 July 2018

4,629,094

(83,230)

21,345

2,650

-

(3,652)

852

1,453

(621,043)

3,947,469

-

3,947,469

Changes in equity for the six months ended

31 December 2018:

Acquisition of subsidiaries

5,200,000

-

-

-

-

-

-

64,000

-

5,264,000

5,240,000

10,504,000

Capital contribution to non-wholly owned

subsidiary

-

-

-

-

-

-

-

-

-

-

800,000

800,000

Equity settled share-based transactions

-

-

7,607

-

-

-

-

-

-

7,607

-

7,607

Shares vested and cancelled under share award

scheme

-

-

(919)

-

-

-

-

-

919

-

-

-

Profit / (loss) for the period

-

-

-

-

-

-

-

-

(18,123)

(18,123)

50,247

32,124

Other comprehensive income for the period

-

-

-

-

27,959

(804)

(7,338)

-

-

19,817

18,640

38,457

Appropriation to statutory and capital reserve

-

-

-

-

-

-

-

430

(430)

-

-

-

Balance at 31 December 2018

9,829,094

(83,230)

28,033

2,650

27,959

(4,456)

(6,486)

65,883

(638,677)

9,220,770

6,108,887

15,329,657

First adoption of HKFRS 16 (note 3)

-

-

-

-

-

-

-

-

(6,580)

(6,580)

(4,387)

(10,967)

Adjusted balance at 1 January 2019

9,829,094

(83,230)

28,033

2,650

27,959

(4,456)

(6,486)

65,883

(645,257)

9,214,190

6,104,500

15,318,690

Changes in equity for the six months ended 30

June 2019:

Capital contribution to a non-wholly owned

subsidiary

-

-

-

-

-

-

-

-

-

-

328,000

328,000

Share repurchased under share award scheme

-

-

-

-

-

-

-

-

-

-

-

-

Equity settled share-based transactions

-

-

(3,743)

-

-

-

-

-

-

(3,743)

-

(3,743)

Shares vested under share award scheme

-

-

-

-

-

-

-

-

-

-

-

-

Profit for the period

-

-

-

-

-

-

-

-

82,001

82,001

129,210

211,211

Other comprehensive income for the period

-

-

-

-

89,079

3,044

(2,244)

-

-

89,879

59,384

149,263

Appropriation to statutory and capital reserve

-

-

-

-

-

-

-

200

(200)

-

-

-

Balance at 30 June 2019

9,829,094

(83,230)

24,290

2,650

117,038

(1,412)

(8,730)

66,083

(563,456)

9,382,327

6,621,094

16,003,421

Note: The Group has initially applied HKFRS 16 at 1 January 2019 using the modified retrospective approach. Under this approach, comparative information is not restated. See note 3.

The accompanying notes form an integral part of these interim financial statements.

34

Yunfeng Financial Group Limited

Interim Results Announcement for the Six Months Ended 30 June 2019

Condensed consolidated statement of cash flows for the six months ended 30 June 2019

(Expressed in Hong Kong dollars)

Six months ended 30 June

Note

2019

2018

(Unaudited)

(Unaudited)

HK$'000

HK$'000

(Note 30)

Net cash generated/(used in) from operating

activities

786,359

(157,359)

Purchases of investments

(8,351,624)

(641,677)

Proceeds from disposal of investments

3,457,838

1,361,324

Other investing activities

18,272

9,032

Net cash (used in) / generated from investing

activities

(4,875,514)

728,679

Bank loan drawdown

600,000

-

Capital injection from non-controlling interest to

a subsidiary

328,000

-

Policyholders' account deposits

2,366,545

-

Policyholders' account withdrawals

(765,482)

-

Other financing activities

(6,351)

(88,912)

Net cash generated from/(used in) financing

activities

2,522,712

(88,912)

Net (decrease)/increase in cash and cash

equivalents

(1,566,443)

482,408

Cash and cash equivalents at 1 January

5,184,229

2,182,374

Effect of foreign exchange rate changes

1,069

(2,347)

Cash and cash equivalents at 30 June

3,618,855

2,662,435

Note: The Group has initially applied HKFRS 16 at 1 January 2019 using the modified retrospective approach. Under this approach, comparative information is not restated. See note 3.

The accompanying notes form an integral part of these interim financial statements.

35

Yunfeng Financial Group Limited

Interim Results Announcement for the Six Months Ended 30 June 2019

Notes to the condensed consolidated interim financial statements

(Expressed in Hong Kong dollars unless otherwise indicated)

  1. General information
    Yunfeng Financial Group Limited (the "Company") is a limited liability company incorporated in Hong Kong, the shares of which are listed on The Stock Exchange of Hong Kong Limited. The registered office of the Company is Suites 3201- 3204, One Exchange Square, 8 Connaught Place, Central, Hong Kong. The condensed consolidated interim financial statements for the period ended 30 June 2019 comprises the Company and its subsidiaries (collectively the "Group") and the Group's interest in associates and a joint venture.
    The condensed consolidated interim financial statements is unaudited, but has been reviewed by the Company's audit committee and the Company's independent auditor,
    KPMG, in accordance with the Hong Kong Standard on Review Engagements 2410, Review of Interim Financial Information Performed by the Independent Auditor of the Entity, issued by the Hong Kong Institute of Certified Public Accountants ("HKICPA"). This condensed consolidated interim financial statements has been approved for issuance by the Board on 29 August 2019.
    The financial information relating to the financial year ended 31 December 2018 that is included in the interim financial statements as comparative information does not constitute the Company's statutory annual consolidated financial statements for that financial year but is derived from those financial statements. Further information relating to these statutory financial statements disclosed in accordance with section 436 of the Hong Kong Companies Ordinance (Cap. 622) is as follows:
    The Company has delivered the financial statements for the year ended 31 December 2018 to the Registrar of Companies in accordance with section 662(3) of, and Part 3 of Schedule 6 to, the Hong Kong Companies Ordinance.
    The Company's auditor has reported on those financial statements. 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 section 406(2), 407(2) or (3) of the Hong Kong Companies Ordinance.
  2. Basis of preparation
  1. Statement of compliance
    The condensed consolidated interim financial statements for the six months ended 30 June 2019 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, including compliance with Hong Kong Accounting Standard ("HKAS") 34, Interim financial reporting, issued by the HKICPA. The condensed consolidated interim financial statements should be read in conjunction with the Group's audited consolidated financial statements for the year ended 31 December 2018, which have been prepared in accordance with Hong Kong Financial Reporting Standards ("HKFRSs").

36

Yunfeng Financial Group Limited

Interim Results Announcement for the Six Months Ended 30 June 2019

  1. Basis of measurement

  2. The measurement basis used in the preparation of the condensed consolidated interim financial statements is the historical cost basis except that investments in certain debt and equity securities and derivative financial instruments are stated at their fair values.
    The condensed consolidated interim financial statements is presented in Hong Kong dollars ("HKD"), and all values are stated to the nearest thousand (HK$'000s), unless otherwise stated.
  3. Use of estimates and judgements

    1. The preparation of condensed consolidated interim financial statements in conformity with HKAS 34 requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, income and expenses on a year to date basis. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.
      The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
    2. Determination of consolidation scope
      All facts and circumstances must be taken into consideration in the assessment of whether the Group, as an investor, controls the investee. The principle of control sets out the following three elements of control: (a) power over the investee; (b) exposure, or rights, to variable returns from involvement with the investee; and (c) the ability to use power over the investee to affect the amount of the investor's returns.
      An investor's initial assessment of control or its status as a principal or an agent would not change simply because of a change in market conditions (e.g. a change in the investee's returns driven by market conditions), unless the change in market conditions changes one or more of the three elements of control listed above or changes the overall relationship between a principal and an agent.
      At the end of each reporting period, the Group assesses the variable returns arising from other equities and uses plenty of judgments, in combination with historical exposure to variable returns, to determine the consolidation scope.

37

Yunfeng Financial Group Limited

Interim Results Announcement for the Six Months Ended 30 June 2019

  1. Classification and Fair value of derivative and financial instruments
    Under HKFRS 9, classification of financial instruments depends on the contractual cashflow characteristics (the Solely Payment of Principal and Interest ("SPPI") criteria) and driven by the business model of the entity. A financial asset that does not meet the SPPI criterion is always measured at fair value through profit or loss ("FVPL"), unless it is an equity instrument for which an entity applies the election to measure at fair value through other comprehensive income ("FVOCI"). Management judgement is involved throughout the assessment.
    The Group selects appropriate valuation techniques for financial instruments which are classified as level 2 and 3 investments in accordance with the Group's significant accounting policies. Note 4 provides detailed information about the key assumptions used in the determination of the fair value of material financial instruments.
  2. Expected credit loss estimation
    The Group selects appropriate methodology and assumptions in accordance with the Group's significant accounting policies.

3 Significant accounting policies

The accounting policies applied in preparing the condensed consolidated interim financial statements are the same as those applied in preparing the consolidated financial statements for the year ended 31 December 2018, as disclosed in the annual report and financial statements for the year ended 31 December 2018 except for the following which are first time being applied for the period.

The changes in accounting policies are also expected to be reflected in the Group's consolidated financial statements as at and for the year ending 31 December 2019.

The Group has initially adopted HKFRS 16 Leases from 1 January 2019. A number of other new standards are effective from 1 January 2019 but they do not have a material effect on the Group's financial statements. The Group has not applied any new standard or interpretation that is not yet effective for the current accounting period.

HKFRS 16 introduced a single, on-balance sheet accounting model for lessees. As a result, the Group, as a lessee, has recognised right-of-use assets representing its rights to use the underlying assets and lease liabilities representing its obligation to make lease payments. Lessor accounting remains similar to previous accounting policies.

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

38

Yunfeng Financial Group Limited

Interim Results Announcement for the Six Months Ended 30 June 2019

  1. Definition of a lease
    Previously, the Group determined at contract inception whether an arrangement was or contained a lease under HK(IFRIC) 4 Determining Whether an Arrangement contains a Lease. The Group now assesses whether a contract is or contains a lease based on the new definition of a lease. Under HKFRS 16, a contract is, or contains, a lease if the contract conveys a right to control the use of an identified asset for a period of time in exchange for consideration.
    On transition to HKFRS 16, the Group elected to apply the practical expedient to grandfather the assessment of which transactions are leases. It applied HKFRS 16 only to contracts that were previously identified as leases. Contracts that were not identified as leases under HKAS 17 and HK(IFRIC) 4 were not reassessed. Therefore, the definition of a lease under HKFRS 16 has been applied only to contracts entered into or changed on or after 1 January 2019.
    At inception or on reassessment of a contract that contains a lease component, the Group allocates the consideration in the contract to each lease and non-lease component on the basis of their relative stand-alone prices. However, for leases of properties in which it is a lessee, the Group has elected not to separate non-lease components and will instead account for the lease and non-lease components as a single lease component.
  2. As a lessee
    The Group leases many assets, including properties and IT equipment.
    As a lessee, the Group previously classified leases as operating or finance leases based on its assessment of whether the lease transferred substantially all of the risks and rewards of ownership. Under HKFRS 16, the Group recognises right-of-use assets and lease liabilities for most leases - i.e. these leases are on-balance sheet.
    However, the Group has elected not to recognise right-of-use assets and lease liabilities for some leases of low-value assets (e.g. IT equipment). The Group recognises the lease payments associated with these leases as an expense on a straight-line basis over the lease term.
    The Group presents right-of-use assets that do not meet the definition of investment property in 'property and equipment', the same line item as it presents underlying assets of the same nature that it owns. The carrying amounts of additional right-of-use assets recognised on 1 January 2019 and their respective carrying amounts on 30 June 2019 are as below.

Property

and

HK$'000

equipment

Balance at 1 January 2019

296,540

Balance at 30 June 2019

247,982

39

Yunfeng Financial Group Limited

Interim Results Announcement for the Six Months Ended 30 June 2019

The Group presents lease liabilities as lease liabilities in the statement of financial position.

  1. Significant accounting policies
    The Group recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, and subsequently at cost less any accumulated depreciation and impairment losses, and adjusted for certain remeasurements of the lease liability. The right-of-use asset is initially measured at cost, and subsequently measured at fair value, in accordance with the Group's accounting policies.
    The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group's incremental borrowing rate. Generally, the Group uses its incremental borrowing rate as the discount rate.
    The lease liability is subsequently increased by the interest cost on the lease liability and decreased by lease payment made. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, a change in the estimate of the amount expected to be payable under a residual value guarantee, or as appropriate, changes in the assessment of whether a purchase or extension option is reasonably certain to be exercised or a termination option is reasonably certain not to be exercised.
    The Group has applied judgement to determine the lease term for some lease contracts in which it is a lessee that includes renewal options. The assessment of whether the Group is reasonably certain to exercise such options impacts the lease term, which significantly affects the amount of lease liabilities and right-of-use assets recognised.
  2. Transition
    Previously, the Group classified property leases as operating leases under HKAS 17. These include office building. The leases typically run for a period of 2 to 3 years.
    At transition, for leases classified as operating leases under HKAS 17, lease liabilities were measured at the present value of the remaining lease payments, discounted at the Group's incremental borrowing rate as at 1 January 2019. Right-of-use assets are measured at either:
    • their carrying amount as if HKFRS 16 had been applied since the commencement date, discounted using the lessee's incremental borrowing rate at the date of initial application - the Group applied this approach to its largest property lease; or
    • an amount equal to the lease liability, adjusted by the amount of any prepaid or accrued lease payments - the Group applied this approach to all other leases.

The Group used the following practical expedients when applying HKFRS 16 to leases previously classified as operating leases under HKAS 17.

40

Yunfeng Financial Group Limited

Interim Results Announcement for the Six Months Ended 30 June 2019

  • Applied the exemption not to recognise right-of-use assets and liabilities for leases with less than 12 months of lease term.
  • Excluded initial direct costs from measuring the right-of-use asset at the date of initial application.
  • Used hindsight when determining the lease term if the contract contains options to extend or terminate the lease.

The Group leases a number of items of operating system. These leases were classified as finance leases under HKAS 17. For these finance leases, the carrying amount of the right- of-use asset and the lease liability at 1 January 2019 were determined at the carrying amount of the lease asset and lease liability under HKAS 17 immediately before that date.

  1. Impacts on financial statements
  1. Impacts on transition
    On transition to HKFRS 16, the Group recognised additional right-of-use assets and additional lease liabilities, recognising the difference in accumulated loss. The impact on transition is summarised below.

HK$'000

1 January 2019

Right-of-use assets presented in property and equipment

296,540

Reclassification from prepayment

(1,643)

Lease liabilities

308,301

Derecognition of other liability

(2,437)

Accumulated losses

(6,580)

Non-controlling interest

(4,387)

When measuring lease liabilities for leases that were classified as operating leases, the Group discounted lease payments using its incremental borrowing rate at 1 January 2019.

HK$'000

1 January 2019

Operating lease commitment at 31 December 2018 as disclosed in the

Group's consolidated financial statements

255,167

Discounted using the incremental borrowing rate at 1 January 2019

(26,906)

Finance lease liabilities recognised as at 31 December 2018

15,254

  • Recognition exemption for leases with less than 12 months of lease term

at transition

(7,158)

Extension options reasonably certain to be exercised

87,198

Lease liabilities recognised at 1 January 2019

323,555

41

Yunfeng Financial Group Limited

Interim Results Announcement for the Six Months Ended 30 June 2019

  1. Impacts for the period
    As a result of initially applying HKFRS 16, in relation to the leases that were previously classified as operating leases, the Group recognised HK$247,982,000 of right-of-use assets and HK$261,745,000 of lease liabilities as at 30 June 2019.
    Also in relation to those leases under HKFRS 16, the Group has recognised depreciation and interest costs, instead of operating lease expense. During the six months ended 30 June 2019, the Group recognised HK$48,558,000 of depreciation charges and HK$4,628,000 of interest costs from these leases.

4 Insurance and financial risk management

  1. Risk management objectives and policies for mitigating insurance and financial risk
    The Group operates in a business environment which is subject to various risks and uncertainties. Such risks and uncertainties can be classified into two categories, insurance risks and financial risks.
  1. Insurance risks
    The Group manages insurance risks through prudent pricing guidelines, reinsurance and underwriting management and monitoring internal and external emerging trends and issues.
    The Group's underwriting strategy seeks diversity to ensure a balanced portfolio and is based on a large portfolio of similar risks over a number of years and, as such, it is believed that this reduces the variability of the outcome. This strategy is cascaded down to individual underwriters through detailed underwriting authorities that set out the limits that any one underwriter can write in order to ensure appropriate risk selection within the portfolio. Adherence to the underwriting authorities is monitored through a scheduled underwriting audit. In addition, the Group has an Underwriting Committee to establish policies and procedures to supervise and assess the insurance risks and to periodically review and monitor the overall underwriting management process. The Group also has a Claims Settlement Committee to establish policies and procedures to supervise the claims settlement policy. The committee monitors the adequacy of the Group's reserves for the settlement of claims, reviews significant claims or major events, and investigates any fraudulent claims.
    The Group reinsures a portion of the risks it underwrites in order to control its exposure to losses to avoid the risk of concentration and to protect capital resources. Such transfers of risks do not relieve the group of its primary liability and, as such, failure of reinsurers to honour their obligations could result in losses. The Group reduces this risk by evaluating the financial condition of reinsurers and monitoring for possible concentrations of credit risk. The Group has a Reinsurance Committee to establish policies and procedures to properly and regularly supervise and review proposed and existing reinsurance activities covering ceded risks to reinsurers. The committee also periodically reviews and monitors the financial stability of reinsurers.

42

Yunfeng Financial Group Limited

Interim Results Announcement for the Six Months Ended 30 June 2019

  1. Financial risks
    Exposure to credit, liquidity, interest rate and currency risks arises in the normal course of the Group's business. The Group is also exposed to equity price risk arising from its equity investments in other entities. These risks are limited by the Group's financial management policies and practices described below.
    1. Credit risk
      The Group has exposure to credit risk, which is the risk that a counterparty will be unable to pay amounts in full when due. Key areas where the Group is exposed to credit risk are:
      • amounts due from issuers of debt securities;
      • bank balances;
      • insurance and reinsurance receivables;
      • commercial and residential mortgage loans;
      • other unsecured receivables; and
      • derivative financial instruments.

The Group manages its financial assets to limit credit risk by diversifying its portfolio among various security types and industry sectors. The Group has an Investment Committee to supervise and control investments and related financial matters. Investment policies and guidelines have to be approved by the committee. In addition, the committee periodically reviews investment strategies and investment performance.

The Group's debt securities represented investments in asset-backed and mortgage- backed securities in the United States of America and PRC which are exposed to sub- prime credit risks. The Group does not originate any residential mortgages but invests in residential mortgage loan pools which may contain mortgages of subprime credit quality. Residential mortgage loan pools are pools of homogeneous residential mortgage loans substantially backed by Federal Housing Administration and Veterans Administration guarantees.

In respect of bank balances, all of them are due from authorised institutions in Hong Kong, Macau, the People's Republic of China, the United Kingdom and the United States of America. Management periodically reviews the credit ratings of these authorised institutions.

43

Yunfeng Financial Group Limited

Interim Results Announcement for the Six Months Ended 30 June 2019

With respect to the recoveries due from reinsurers, the Group is exposed to the credit risk that the amounts due under a reinsurance contract may not be paid. In respect of loans to policyholders, direct premium receivables and other loans to agents and staff, management monitors the repayment status on an ongoing basis. Other unsecured receivables mainly comprise accrued interest income on debt securities, where the credit risks are limited by the diversification of its investment portfolio as mentioned above.

The maximum exposure to credit risk is represented by the carrying amount of each financial asset in the statement of financial position after deducting any impairment allowance.

  1. Liquidity risk
    The Group has to meet daily calls on its cash resources, notably from claims arising from its life insurance contracts. There is therefore a risk that cash will not be available to settle liabilities when due. The Group manages this risk by setting a minimum level of liquidity cash that will be available to cover claims maturities and surrenders.
  2. Interest rate risk
    Interest rate risk is the potential for interest rates to change, which can cause fluctuations in the value of investments and in the amounts due to policyholders. To the extent that fluctuations in interest rates cause the duration of assets and liabilities to differ, the Group controls its exposure to this risk by, among other things, asset and liability matching techniques that account for the cash flow characteristics of the assets and liabilities.
  3. Currency risk
    The Group's currency exchange risk is mainly related to certain policies that are not written in the United States dollars. However, most of the policies are denominated in the United States dollars. As the Group's investments are primarily made in the United States dollars, coupled with the fact that the Hong Kong dollars are pegged to the United States dollars, management does not believe that the currency risk is material. For investments made in non-United States dollars, the Group mitigates currency risk through the use of cross-currency swaps and forward contracts. Cross-currency swaps are used to minimize currency risk for certain non-United States dollar assets and liabilities through a prespecified exchange of interest and principal. Forward contracts are used to hedge movements in exchange rates.

44

Yunfeng Financial Group Limited

Interim Results Announcement for the Six Months Ended 30 June 2019

  1. Equity price risk
    The Group is exposed to equity price changes arising from equity investments and derivative instruments classified as financial assets at fair value through profit or loss and financial liabilities at fair value through profit or loss held by the Group. Gains and losses arising from changes in the fair value of financial assets and financial liabilities at fair value through profit or loss are dealt with in condensed consolidated income statement.
    The portfolio of unit trusts backing linked insurance contracts, which the Group carries on its condensed consolidated statement of financial position at fair value, has exposure to price risk. However, such price risk is fully borne by the policyholders as the benefits payable are linked to the price of the securities.
    The portfolio of unit trusts backing non-linked insurance contracts, which the Group carries on its condensed consolidated statement of financial position at fair value, also has exposure to price risk. This risk is defined as the potential loss in market value resulting from an adverse change in prices.
    For the other investment under fair value hierarchy level 2 and 3 that is either backing linked insurance contract and those that are not related to insurance contracts, their price risk impact on the Group's profit or total equity is further analysed under fair value measurement.
    Fair value measurement
    1. Financial assets and liabilities measured at fair value 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 HKFRS 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

45

Yunfeng Financial Group Limited Interim Results Announcement for the Six Months Ended 30 June 2019

The Group has established and maintained policies and guidelines that govern its valuation methodologies and their consistent application. These policies and guidelines address the use of inputs, price source hierarchies and provide controls around the valuation processes.

These controls include appropriate review and analysis of prices against market activity or indicators for reasonableness, approval of price source changes, price overrides, methodology changes and classification of fair value hierarchy levels. The valuation policies and guidelines are reviewed and updated as appropriate.

Annually, the Group conducts reviews of the primary pricing vendors to validate that the inputs used in that vendors' pricing process are deemed to be market observable as defined in the standard. While the Group was not provided access to proprietary models of the vendors, the reviews have included on-site walkthroughs of the pricing process, methodologies and control procedures for each asset class and level for which prices are provided. The review also included an examination of the underlying inputs and assumptions for a sample of individual securities across asset classes, credit rating levels and various durations, a process the Group continues to perform for each reporting period.

In addition, the pricing vendors have an established challenge process in place for all security valuations, which facilitates identification and resolution of prices that fall outside expected ranges. The Group believes that the prices received from the pricing vendors are representative of prices that would be received to sell the assets at the measurement date (exit prices) and are classified appropriately in the hierarchy.

The Group reviews the fair value hierarchy classification at each reporting period. Overall, reclassifications between levels occur when there are changes in the observability of inputs and market activity used in the valuation of a financial asset or liability. Such reclassifications are reported as transfers between levels at the beginning of the reporting period in which the changes occur. Given the types of assets classified as Level 1 (primarily equity securities and mutual fund investments), transfers between Level 1 and Level 2 measurement categories are expected to be infrequent. There were no such transfers during any period presented. Transfers into and out of Level 3 are summarized in the schedule of changes in Level 3 assets and liabilities.

The fair value of short-term debt instruments, maturity less than 30 days, is assumed to be equal to the book value. The Group generally uses unadjusted quotable market prices from independent brokers, when available, to determine the fair value of debt instruments with a maturity greater than 30 days.

46

Yunfeng Financial Group Limited

Interim Results Announcement for the Six Months Ended 30 June 2019

Fair value measurements as at

Fair value measurements as at

30 June 2019 categorised into

31 December 2018 categorised into

Level 1

Level 2

Level 3

Level 1

Level 2

Level 3

HK$'000

HK$'000

HK$'000

HK$'000

HK$'000

HK$'000

Recurring fair value

measurement

Assets/(liabilities)

Financial assets at fair value

through profit or loss:

Private credit and other

trust product type funds

-

-

646,440

-

-

538,613

Credit linked obligation

note

-

-

28,901

-

-

27,275

Leveraged and

structured note

investment

-

2,268,268

5,119

-

1,799,058

88,980

Unit trust

566,095

6,999,277

7,991

553,299

6,373,169

11,834

Interest in a joint venture

-

-

103,543

-

-

79,128

Insurance contract

related partnership

investment

-

46,039

1,477,228

-

-

1,378,578

Unlisted fund/share

option

-

275

-

-

248

-

Financial asset at fair value

through other

comprehensive income

Debt securities

-

9,738,531

4,070,484

-

6,710,854

3,626,407

Perpetual capital

measured at fair value

-

75,504

-

-

73,213

-

Financial liabilities

designated at fair value

through profit or loss

Preference share liability

-

-

(390,535)

-

-

(315,588)

Third-party interests in

consolidated

-

-

(243,386)

-

-

(187,542)

Investment contract

liabilities

-

(4,291,739)

-

-

(4,131,951)

-

566,095

14,836,155

5,705,785

553,299

10,824,591

5,247,685

There were no transfers between Level 1 and Level 2, or transfers into or out of Level 3 except for those disclosed under the movement during the period in the balance of Level 3 fair value measurements. 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.

Valuation techniques and inputs used in Level 2 and Level 3 fair value measurements for those insurance contract related assets and liabilities

47

Yunfeng Financial Group Limited Interim Results Announcement for the Six Months Ended 30 June 2019

The Group determines the estimated fair value of its investments using primarily the market approach or the income approach. The use of quoted prices for identical assets and matrix pricing or other similar techniques are examples of market approaches, while the use of discounted cash flow methodologies is an example of the income approach. The Group attempts to maximise the use of observable inputs and minimise the use of unobservable inputs in selecting whether the market or the income approach is used.

The use of different assumptions or valuation methodologies may have a material impact on the estimated fair value amounts. For the periods presented, there were no significant changes to the Group's valuation techniques.

For level 2 debt securities, valuations are based primarily on quoted prices in markets that are not active, or using matrix pricing or other similar techniques using standard market observable inputs such as the benchmark U.S. Treasury yield curve, the spreads versus the U.S. Treasury curve for the identical security and comparable securities that are actively traded.

For level 2 corporate securities, valuations are based primarily on quoted prices in markets that are not active, broker quotes or using matrix pricing or other similar techniques that use standard market observable inputs such as benchmark yields, spreads versus benchmark yields, new issuances, issuer rating, duration, and trades of identical or comparable securities.

For level 2 unit trusts and equity securities, valuations are based on quoted market prices adjusted for certain factors, such as foreign market differential.

For level 2 derivative financial instrument, observable significant inputs to the valuation of derivative financial instruments include Overnight Indexed Swap and London InterBank Offered Rate basis curves, interest rate volatility, swap yield curve, currency spot rates, cross currency basis curves and dividend yield curves.

Information about Level 3 fair value measurements

Range

Significant

Valuation

unobservable

Weighted

techniques

inputs

Min

Max

average

HK$'000

HK$'000

HK$'000

HK$'000

HK$'000

Financial

assets:

Financial asset

at fair value

through profit

or loss under

overlay

adjustment

Partnership

investment

Net asset value

Net asset value

NA

NA

NA

Financial asset

at fair value

through other

comprehensiv

e income:

Corporate

Matrix pricing

securities

and DCF

Credit spread

66BPS

1,150BPS

146BPS

48

Yunfeng Financial Group Limited Interim Results Announcement for the Six Months Ended 30 June 2019

A description of the sensitivity of the estimated fair value to changes in the significant unobservable inputs for the more significant Level 3 insurance contract related asset and liability classes is as follows:

Partnership interest - the fair value estimation is based on the net asset value attributable to the Group determined by the respective fund managers. If such net asset value attributable to the Group is not yet readily available, adjustments to the fair value of the funds are made based on the latest net asset value with adjustments based on subsequent contribution made and distribution received by the Group. As at 30 June 2019, it is estimated that with all other variables held constant, a decrease/increase in net asset value by 10% would have increased/decreased the Group's other comprehensive income by HK$147,723,000 (31 December 2018: HK$137,858,000) under the overlay approach.

Corporate securities - Internally-priced corporate securities classified in Level 3 include certain below investment grade watch list and distressed fixed maturity securities. For securities where discounted cash flows are used, the primary unobservable input is the internally-developed discount rate. Significant increases in the discount rate would result in a significantly lower fair value, with the opposite being true for decreases in the discount rate. In certain cases, the Group uses an estimated liquidation value of the borrower or underlying assets. The Group also applies market comparables, such as earnings before interest, taxes, depreciation and amortisation (EBITDA) multiples for certain securities. In isolation, an increase in the value of these inputs would result in an increase in fair value, with the opposite being true for decreases in the value of these inputs. As at 30 June 2019, it is estimated that with all other variables held constant, a decrease/increase in credit spread by 100 BPS would have increased/decreased the Group's other comprehensive income by HK$242,823,000 (31 December 2018: HK$219,955,000).

49

Yunfeng Financial Group Limited Interim Results Announcement for the Six Months Ended 30 June 2019

Valuation techniques and inputs used in Level 2 and Level 3 fair value measurements for those noninsurance contract related assets and liabilities

Level 2 perpetual capital investment is based on brokers quote for valuation purpose.

Information about Level 3 investment

Significant unobservable

Unlisted FVPL investment

Valuation technique

inputs

Credit linked obligation

note

Price quote

Price quote

Leveraged note

investment/trust

products

Recent transaction price

Recent transaction price

Private credit funds and

interest in a joint venture

Net asset value

Net asset value

Expected distribution

from underlying fund

investment per annum

and net asset value of

underlying fund

Preference share liability

Discounted cashflow

investment

Third-party interests in

consolidated funds

Net asset value

Net asset value

A description of the sensitivity of the estimated fair value to changes in the significant unobservable inputs for those non-insurance contract related level 3 asset and liability classes is as follows:

Fund investments - the fair value of private debt securities investment fund and interest in a joint venture holding based on the net asset value attributable to the Group determined by the respective fund managers. If such net asset value attributable to the Group is not yet readily available, adjustments to the fair value of the funds are made based on the latest net asset value with adjustments based on subsequent contribution made and distribution received by the Group.

Credit-linked obligation note investment - the fair value based on price quote provided by the arranger of the note.

Leveraged note investment and trust products - the fair value based on recent transaction prices of those products or price quote provided by brokers.

Preference share liabilities and third parties interest in consolidated funds - the fair value of the financial liabilities are determined mainly based on the fair value of the fund investments and credit linked obligation as the principal investment of the consolidated funds and the effective interest of the third parties in those consolidated funds.

50

Yunfeng Financial Group Limited Interim Results Announcement for the Six Months Ended 30 June 2019

30 June 2019

31 December 2018

Change in the

Effect on profit

Effect on profit

relevant equity price

after tax and

after tax and

risk variable:

%

retained profit

%

retained profit

HK$'000

HK$'000

Leveraged note

investment

Increase

-

-

10

6,361

Decrease

-

-

(10)

(6,361)

Trust type fund

products

Increase

5

1,537

5

1,188

Decrease

(5)

(1,537)

(5)

(1,188)

Joint controlled entity

Increase

10

10,354

10

5,741

Decrease

(10)

(10,354)

(10)

(5,741)

Private credit funds

Increase

10

61,570

10

50,719

Decrease

(10)

(61,570)

(10)

(50,719)

Credit linked note

Increase

10

2,890

10

2,727

Decrease

(10)

(2,890)

(10)

(2,727)

Preference share

liability

Increase

10

-

10

-

Decrease

(10)

-

(10)

-

Third party interest in

consolidated fund

Increase

10

(21,821)

10

(18,239)

Decrease

(10)

21,821

(10)

18,239

51

Yunfeng Financial Group Limited Interim Results Announcement for the Six Months Ended 30 June 2019

The movement during the period in the balance of Level 3 fair value measurements is as follows:

Financial assets at fair value through profit or loss

2019

2018

HK$'000

HK$'000

At 1 January

721,200

-

Transferred from available-for-sale

financial assets upon adoption of

HKFRS 9

-

488,518

Deconsolidation of a previously

consolidated fund

-

(13,265)

Recognition of a joint venture carried at fair

value

-

12,315

Capital injection/purchase

125,021

144,458

Net realised gain

4,636

-

Settlement on disposal

(83,299)

-

Exchange alignment

(1,473)

1,790

Deemed gain on partial disposal

-

26

Fair value change of investment

12,799

(11,647)

At 30 June

778,884

622,195

Financial assets at fair value through other comprehensive income (debt securities)

2019

2018

HK$'000

HK$'000

At 1 January

3,626,407

-

Acquisition of subsidiaries

-

-

Purchase

245,476

-

Settlements

(54,425)

-

Net realised loss to profit or loss

(278)

-

Net unrealised gain to other

comprehensive income

253,304

-

At 30 June

4,070,484

-

52

Yunfeng Financial Group Limited Interim Results Announcement for the Six Months Ended 30 June 2019

Financial assets at fair value through profit or loss under overlay adjustments

2019

2018

HK$'000

HK$'000

At 1 January

1,403,208

-

Cost of investment purchased

185,724

-

Distribution received

(118,506)

-

Earnings reinvested

31,737

-

Net realised gain

930

-

Settlement

(3,802)

-

Net unrealised loss to other

comprehensive income

(1,195)

-

Foreign exchange impact

(81)

-

Transfer into level 3

5,119

-

Transfer out of level 3

(12,796)

-

At 30 June

1,490,338

-

Financial liabilities at fair value through profit or loss

2019

2018

HK$'000

HK$'000

At 1 January

503,130

363,677

Share issued/contribution received

131,787

84,749

Deconsolidation of a consolidated fund

-

(3,489)

Partial disposal of interest of a

consolidated fund

-

(1,168)

Distribution to third party investor

(10,670)

(8,262)

Exchange alignment

-

2,987

Fair value change

9,674

6,345

At 30 June

633,921

444,839

53

Yunfeng Financial Group Limited

Interim Results Announcement for the Six Months Ended 30 June 2019

  1. Fair value of financial assets and liabilities carried at other than fair value
    The carrying amounts of financial instruments carried at cost or amortised cost were not materially different from their fair values as at 31 December 2018 and 30 June 2019 except for the following financial instruments, for which their carrying amounts and fair value and the level of fair value hierarchy are disclosed below:

Fair value measurements

2019

as at 30 June 2019 categorised into

Carrying

amount

Fair value

Level 1

Level 2

Level 3

HK$'000

HK$'000

HK$'000

HK$'000

HK$'000

Debt securities

17,319,018

19,109,696

-

16,544,168

2,565,528

Mortgage loans

7,002,275

7,430,569

-

-

7,430,569

Fair value measurements

2018

as at 31 December 2018 categorised into

Carrying

amount

Fair value

Level 1

Level 2

Level 3

HK$'000

HK$'000

HK$'000

HK$'000

HK$'000

Debt securities

15,188,481

15,566,781

-

13,376,484

2,190,297

Mortgage loans

7,183,581

7,379,482

-

-

7,379,482

Mortgage loans - The fair value of mortgage loans is established using a discounted cash flow method based on credit rating, maturity and future income. The fair value for impaired mortgage loans is based on the present value of expected future cash flows discounted at the loan's effective interest rate or the fair value of the collateral if the loan is collateral dependent. A significant increase/(decrease) in the discount rate would result in a significant decrease/(increase) to the fair value.

54

Yunfeng Financial Group Limited

Interim Results Announcement for the Six Months Ended 30 June 2019

5(a) Net investment income

Six months ended 30 June

2019

2018

HK$'000

HK$'000

Interest income from unlisted debt securities and

mortgage loans

862,314

20,323

Bank and other interest income

22,036

35,906

Net realised gain / (loss) on disposal of securities

designated at fair value through profit or loss

107,699

(2,299)

Net unrealised gain / (loss) on financial asset and

financial liabilities designated at fair value through

profit or loss

687,265

(25,229)

Net realised loss on fair value through other

comprehensive income debt securities

(5,160)

-

Reversal of impairment loss of amortised cost

investment

11,778

-

Impairment loss of fair value through other

comprehensive income debt securities

(40,447)

-

Dividend income

61,339

15,235

Net derivative (loss) / gain

(52,936)

773

Net unrealised gain of fair value through profit or loss

financial assets under overlay approach

101,838

-

1,755,726

44,709

Total interest income on financial assets not at fair value through profit or loss amounted to HK$865,456,000 for the period ended 30 June 2019 (for the period ended 30 June 2018: HK$36,237,000).

5(b) Other income

Six months ended 30 June

2019

2018

HK$'000

HK$'000

Net gain on disposal of subsidiaries and deemed

partial disposal of associates/consolidated funds

208

2,706

Trustee fee income

12,993

-

Reinsurance premium ceded and other income

146,353

3,288

159,554

5,994

55

Yunfeng Financial Group Limited

Interim Results Announcement for the Six Months Ended 30 June 2019

6

Net policyholders benefit

Six months ended 30 June

2019

2018

HK$'000

HK$'000

Net claims, policy benefits and surrenders

231,915

-

Interest credited to policyholders' deposits

1,525,940

-

Dividends to policyholders

2,620

-

1,760,475

-

7 Profit / (loss) before taxation

Profit / (loss) before taxation is arrived at after charging/(crediting):

Six months ended 30 June

2019

2018

HK$'000

HK$'000

Staff costs

237,340

193,677

Six months ended 30 June

2019

2018

HK$'000

HK$'000

Other operating items

Auditors' remuneration

5,779

1,224

Legal and professional costs

4,014

8,125

Operating lease payments - property rentals

5,715

14,924

Amortisation of value of business acquired

102,200

-

Amortisation of deferred acquisition cost

136,070

-

Depreciation and amortisation on property and

equipment and other intangible assets

67,715

10,631

Impairment loss on:

-Cash and cash equivalent, fixed bank deposit and

trust and segregated accounts

-

399

-Other account receivables

24

61

-Other receivables

-

142

Information, data and communication expenses

12,710

13,786

Net exchange loss / (gain)

24,096

(7,945)

56

Yunfeng Financial Group Limited

Interim Results Announcement for the Six Months Ended 30 June 2019

Six months ended 30 June

2019

2018

HK$'000

HK$'000

Finance costs

Bank loan interest

29,621

-

Lease liabilities

5,283

221

Preference share liability

11,425

6,418

Other interest expense

659

10

46,988

6,649

8 Income tax in the consolidated income statement

  1. Taxation in the consolidated income statement represents:

Six months ended 30 June

2019

2018

HK$'000

HK$'000

Current tax

Hong Kong

Provision for the year

23,606

-

Over-provision in respect of prior years

-

-

Overseas

Provision for the year

263

1,037

Under-provision in respect of prior years

213

22

24,082

1,059

Deferred tax

Origination and reversal of temporary differences

(24,828)

(89)

(746)

970

The provision for Hong Kong Profits Tax is calculated by applying the estimated annual effective tax rate of 16.5% (2018: 16.5%) to the six months ended 30 June 2019, except for one subsidiary of the group which is a qualifying corporation under the two-tiered Profits Tax rate regime.

57

Yunfeng Financial Group Limited

Interim Results Announcement for the Six Months Ended 30 June 2019

For this subsidiary, the first HK$2 million of assessable profits are taxed at 8.25% and the remaining assessable profits are taxed at 16.5%. The provision for Hong Kong Profits Tax for this subsidiary was calculated at the same basis in 2018.

Taxation for overseas subsidiaries is similarly calculated using the estimated annual effective rates of taxation that are expected to be applicable in the relevant countries.

  1. Earnings per share
    The calculation of basic earnings per share is based on the profit attributable to equity shareholders of the Company for the period ended 30 June 2019 of HK$82,001,000 (six months ended 30 June 2018: a loss of HK$186,279,000), and the weighted average number of shares in issue during the period ended 30 June 2019 of 3,207,904,727 (30 June 2018: 2,391,603,714).
    There were no potential dilutive ordinary shares for the six months ended 30 June 2019 therefore basic earnings per share equals to diluted earnings per share six months ended 30 June 2018: basic loss per share equals to diluted loss per share).
  2. Segment reporting
    The operating segments have been determined based on the reports reviewed by the executive directors of the Company that are used for performance assessment and to make strategic decisions. The Group's operating businesses are structured and managed separately according to the nature of their operations and the products and services they provide. Each of the Group's operating segments represents a strategic business unit that offers products and services which are subject to risks and returns different from those of other operating segments.
    As disclosed in the 2018 annual report, the Group is largely dominated by the insurance business after the completion of the YF Life acquisition. As a result, management decided to streamline and regroup the operating segments. Insurance business is considered as an operating segment and other operating segments that existed prior to the acquisition are consolidated as other financial services and corporate to reflect the long term business development focus. Accordingly, comparative figures in prior interim period have been restated to conform to the current interim period's presentation.

58

Yunfeng Financial Group Limited

Interim Results Announcement for the Six Months Ended 30 June 2019

Consequently, the Group currently has two operating segments:

  1. Insurance business - engage in the writing of long term insurance business
  2. Other financial services and corporate includes
    1. Securities brokerage - engages in securities brokerage and provision of custodian and other services;
    2. Asset management - provision of fund and asset management services as well as financing and investing solution for clients;
    3. Consultancy and advisory services - provision of corporate advisory, placing and underwriting advisory services to clients;
    4. Principal investment - utilise capital 1) to provide funding on developing financial products and the funds managed by wealth management team 2) to improve returns on the Group's capital and cash flow management based on treasury management model that may involve (but shall not be limited to) holding fixed income instruments, high quality equity instruments and other financial investments;
    5. Financial technology - provision of technology business solution including system setup, upgrade and enhancement to clients; and
    6. Corporate service includes central administrative and financing functions to support other operating segments.

The accounting policies of the reportable segments are the same as those followed by the Group in the last annual financial statements.

Segment revenue represents the revenue generated by each operating segment from external customers. Inter-segment revenue represents inter-segment services which were transacted with reference to the normal commercial price made to third parties at the then prevailing market prices.

Segment results represent specific operating performance of the reported segments by allocating all specific and related operating and finance costs, excluding other corporate, general administrative, and financial expenses, taxation and non-operating costs. This is the measure reported to the chief operating decision maker, at the relevant times, for the purposes of resource allocation and performance assessment.

59

Yunfeng Financial Group Limited

Interim Results Announcement for the Six Months Ended 30 June 2019

(a)

Segment revenue and results

For the period ended 30 June 2019

Other financial

Insurance

services and

business

corporate

Total

HK$'000

HK$'000

HK$'000

Premiums and fee income

2,381,792

-

2,381,792

Premiums ceded to reinsurer

(323,445)

-

(323,445)

Net premium and fee income

2,058,347

-

2,058,347

Change in unearned revenue liability

(331,606)

-

(331,606)

Brokerage commission, interest and other service income

-

4,126

4,126

Subscription, management and rebate fee income

-

5,837

5,837

Consultancy and advisory income

-

687

687

Revenue from external party

1,726,741

10,650

1,737,391

Inter-segment income

907

2,014

2,921

Reportable segment revenue

1,727,648

12,664

1,740,312

Allocated net investment income, other operating income and

gains

1,783,262

45,772

1,829,034

Share of result of associates

-

(1,114)

(1,114)

Allocated operating costs

(3,185,193)

(109,515)

(3,294,708)

Allocated finance cost

(3,916)

(13,446)

(17,362)

Reportable segment profit/(loss)

321,801

(65,639)

256,162

Elimination of inter-segment (loss)/profit

-

Reportable segment profit derived from Group's external

customers

256,162

Unallocated legal and professional and other operating expenses

(45,697)

Taxation

746

Profit for the period

211,211

As at 30 June 2019

Reportable assets

61,737,632

2,406,723

64,144,355

Reportable liabilities

(48,838,186)

(3,022,440)

(51,860,626)

As at 31 December 2018

Reportable assets

56,960,743

2,342,627

59,303,370

Reportable liabilities

(45,351,070)

(2,350,583)

(47,701,653)

60

Yunfeng Financial Group Limited

Interim Results Announcement for the Six Months Ended 30 June 2019

For the period ended 30 June 2018

Other financial

Insurance

services and

business

corporate

Total

HK$'000

HK$'000

HK$'000

Premiums and fee income

-

-

-

Premiums ceded to reinsurer

-

-

-

Net premium and fee income

-

-

-

Change in unearned revenue liability

-

-

-

Brokerage commission, interest and other service income

-

3,410

3,410

Subscription, management and rebate fee income

-

2,217

2,217

Consultancy and advisory income

-

9,865

9,865

Inter-segment income

-

-

-

Reportable segment revenue

-

15,492

15,492

Allocated net investment income, other operating income and

gains

-

50,703

50,703

Share of result of associates

-

-

-

Allocated operating costs

-

(242,973)

(242,973)

Allocated finance cost

-

(6,649)

(6,649)

Reportable segment profit/(loss)

-

(183,427)

(183,427)

Elimination of inter-segment (loss)/profit

-

-

Reportable segment profit derived from Group's external

customers

(183,427)

Unallocated legal and professional and other operating expenses

(1,882)

Taxation

(970)

Loss for the period

(186,279)

  1. Geographical segment information
    The Group's customers, operation and administration are mainly located in Hong Kong and Macau. Research and development for financial technologies divisions are located in PRC.
  2. Information about major customers
    No customer account for more than 10% of the total revenue of the Group for the period ended 30 June 2019.

61

Yunfeng Financial Group Limited

Interim Results Announcement for the Six Months Ended 30 June 2019

  1. Property and equipment
    Acquisition and disposal of property and equipment
    As discussed in note 3, the Group has initially applied HKFRS 16 using the modified retrospective method and adjusted the opening balances at 1 January 2019 to recognize right-of-use assets relating to leases which were previously classified as operating leases under HKAS 17. Further details on the net book value of the Group's additional right-of-use assets by class of underlying asset are set out in note 3.
  2. Goodwill and value of business acquired
    As of 30 June 2019, the Group is not yet able to complete the valuation of the value of business acquired ("VOBA") of the acquisition for YF Life. The assessment of the fair value of VOBA and the corresponding effects on the insurance contracts provisions at the acquisition date will be subject to finalisation and the accounting for the acquisition will be revised within one year from the acquisition date in accordance with HKFRS 3.

62

Yunfeng Financial Group Limited

Interim Results Announcement for the Six Months Ended 30 June 2019

13 Investments

At fair value

At

through other

fair value

comprehensive

through

income

profit or loss

Amortised cost

Total

HK$'000

HK$'000

HK$'000

HK$'000

At 30 June 2019

Debt securities:

Unlisted

13,809,015

2,302,288

17,319,018

33,430,321

Mortgage loans

-

-

7,002,275

7,002,275

13,809,015

2,302,288

24,321,293

40,432,596

-------------------

-------------------

-------------------

-------------------

Equity securities:

Unlisted

75,504

-

-

75,504

-------------------

-------------------

-------------------

-------------------

Fund Investment:

Unlisted (note (a))

-

2,273,525

-

2,273,525

-------------------

-------------------

-------------------

-------------------

Unit trusts:

Unlisted

-

7,573,363

-

7,573,363

-------------------

-------------------

-------------------

-------------------

Total

13,884,519

12,149,176

24,321,293

50,354,988

63

Yunfeng Financial Group Limited

Interim Results Announcement for the Six Months Ended 30 June 2019

At fair value

At

through other

fair value

comprehensive

through

income

profit or loss

Amortised cost

Total

HK$'000

HK$'000

HK$'000

HK$'000

At 31 December 2018

Debt securities:

Unlisted

10,337,261

1,915,313

15,188,481

27,441,055

Mortgage loans

-

-

7,183,581

7,183,581

10,337,261

1,915,313

22,372,062

34,624,636

-------------------

-------------------

-------------------

-------------------

Equity securities:

Unlisted

73,213

-

-

73,213

-------------------

-------------------

-------------------

-------------------

Fund Investment:

Unlisted (note (a))

-

1,996,567

-

1,996,567

-------------------

-------------------

-------------------

-------------------

Unit trusts:

Unlisted

-

6,938,302

-

6,938,302

-------------------

-------------------

-------------------

-------------------

Total

10,410,474

10,850,182

22,372,062

43,632,718

64

Yunfeng Financial Group Limited

Interim Results Announcement for the Six Months Ended 30 June 2019

Notes:

  1. On 28 February 2018, the Group has entered a strategic fund management agreement with another well-established financial institution. By sharing the operating and financing decision making power through the agreement, the Group is no longer considered to be the principal of Majik Access USD Fund 2 LP. After the deconsolidation, the Group elects to measure its 34.04% investment holding in Majik Access USD Fund 2 LP held through a venture capital organisation, an indirect wholly owned subsidiary, at fair value through profit or loss as management measures the performance of this jointly controlled entity on a fair value basis and considered to be exempted from applying the equity method. The valuation process and fair value information for the joint venture measured at fair value through profit or loss set out in note 4. During the period, the Group has made an injection of approximately HK$22.3 million to the joint venture. As of 30 June 2019, the carrying value of the jointly controlled entity amounted to HK$103.5 million. (31 December 2018: HK$ 79.1 million).
  2. Investments of HK$4,524,359,000 (31 December 2018: HK$3,760,043,000) have been pledged in favour of Autoridade Monetaria de Macau to guarantee the technical reserves in accordance with the Macau Insurance Ordinance.
  3. The portion of the investments that is expected to be recoverable within one year is HK$12,298,862,000 (31 December 2018: HK$7,793,141,000) and the portion that is expected to be recoverable after more than one year is HK$38,056,126,000 (31 December 2018: HK$35,839,577,000).
  4. As at 30 June 2019, the investments were determined to be impaired on the basis of expected credit losses model. Impairment losses on these investments were recognised in the condensed consolidated income statements in accordance with the Group accounting policy.

65

Yunfeng Financial Group Limited

Interim Results Announcement for the Six Months Ended 30 June 2019

  1. The maturity profile of the Group's debt securities and amortised cost investment is as follows:

At 31

At 30 June

December

2019

2018

HK$'000

HK$'000

Fixed maturities due in

1 year or less

330,713

642,606

1 to 5 years

3,498,433

2,723,688

5 to 10 years

8,682,926

6,375,965

More than 10 years

20,918,249

17,698,796

33,430,321

27,441,055

Mortgage loans due in

1 year

70,108

153,501

2 years

224,334

276,017

3 years

359,860

365,502

4 years

198,954

201,069

5 years

824,452

817,215

More than 5 years

5,324,567

5,370,277

7,002,275

7,183,581

  1. Interests in collective investment schemes
    1. Included in financial assets designated at fair value through profit or loss on the condensed consolidated statement of financial position are certain investments in collective investment schemes which have been designed so that voting or similar rights are not the dominant factor in deciding who controls these schemes. These collective investment schemes include investments in unit trusts and limited liability partnership established by third parties. These schemes provide the Group with a variety of investment opportunities through managed investment strategies.
      Owing to the passive nature of these investments, the maximum exposure to loss from these interests is limited to the associated equity price risk (see note 4) and the capital commitments. The maximum exposure to loss, which represents the maximum loss that the Group could be required to report as a result of its involvement with these collective investment schemes regardless of the probability of the loss being incurred, is equivalent to the carrying amount of these investments.

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Yunfeng Financial Group Limited

Interim Results Announcement for the Six Months Ended 30 June 2019

  1. In addition, the Group's subsidiary, YF Life Trustees Limited (formerly known as MassMutual Trustees Limited) is the sponsor of Mass Mandatory Provident Fund scheme ('MPF scheme') as specified in the respective trust deeds. Management fee and trustee fee income that the Group recognised in profit or loss in return for the administration services provided to MPF Scheme that the Group sponsored amounted to HK$14,865,000 (for six month period ended 30 June 2018: Nil).
    The policyholders invest directly into such MPF scheme, as such, the Group did not transfer any of its own assets into these schemes during the reporting period. Management actively monitor the compliance with the respective regulation requirements in order to minimize losses arising from reputational risk and regulatory compliance risk.

14 Insurance and reinsurance receivables

At 30 June

At 31 December

2019

2018

HK$'000

HK$'000

Loans to policyholders

1,856

1,710

Direct premium receivables

7,807

4,744

Reinsurance receivables

287,869

237,158

297,532

243,612

At 30 June 2019 and 31 December 2018, none of the insurance and reinsurance receivables were past due or impaired.

All of the insurance and reinsurance receivables are expected to be recovered within one year.

67

Yunfeng Financial Group Limited

Interim Results Announcement for the Six Months Ended 30 June 2019

15 Other account receivables and accrued income

At 30 June

At 31 December

2019

2018

HK$'000

HK$'000

Other accounts receivable arising from

securities brokerage:

Cash clients

28,785

55,842

Margin clients

28,076

16,930

Clearing house, brokers, fund managers and

dealers

12,045

22,314

68,906

95,086

Other accounts receivable arising from

consultancy and advisory services

2,159

1,959

Other service fees receivables

1,900

332

72,965

97,377

Less: allowance for credit losses

(1,531)

(1,507)

71,434

95,870

The fair value of other accounts receivable approximates its carrying amount.

  1. Ageing analysis of other accounts receivable
    The ageing analysis of other accounts receivable net of credit losses as of the end of the reporting period is as follows:

At 30 June

At 31 December

2019

2018

HK$'000

HK$'000

Current

70,315

95,019

-------------------

-------------------

Less than 1 month past due

110

370

1 to 3 months past due

-

126

More than 3 months past due

1,009

355

Amounts past due

1,119

851

-------------------

-------------------

71,434

95,870

The Group has procedures and policies to assess the client's credit quality and defines credit limits for each client. All client acceptance and credit limit are approved by designated approvers according to the client's credit worthiness.

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Yunfeng Financial Group Limited

Interim Results Announcement for the Six Months Ended 30 June 2019

  1. Balance with related parties
    At 30 June 2019, the balance of other service fee receivables includes fund management fee of approximately HK$1,409,000 (2018: HK$248,000) due from a joint venture of the Group.

16 Other receivables, deposits and prepayment

At 30 June

At 31 December

2019

2018

HK$'000

HK$'000

Utility and rental deposits

38,750

36,831

Loans to agents and staff

38,102

26,773

Accrued investment income

446,860

374,123

Prepayment and other deposit

37,861

10,888

Other receivable from non-controlling

shareholders of a subsidiary

23,894

32,836

Other deposits and receivables

57,268

77,428

642,735

558,879

Less: allowance for credit losses

(8,233)

(8,976)

634,502

549,903

Notes:

  1. The amount of utility and rental deposits expected to be recovered after more than one year is HK$22,245,000 (2018: HK$22,005,000).
  2. Except for those mentioned above in (i), all of the other receivables are expected to be recovered within one year.
  3. During the period, there was HK$743,000 (for six month period ended 30 June 2018: none) allowance for credit losses written off.

69

Yunfeng Financial Group Limited

Interim Results Announcement for the Six Months Ended 30 June 2019

17 Cash and cash equivalents, fixed bank deposits with original maturity over 3 months and bank balance - trust and segregated accounts

At 30 June

At 31 December

Note

2019

2018

HK$'000

HK$'000

Bank balance - trust and segregated accounts

Deposit with bank

(i)

408,505

440,117

Less: impairment allowance

(34)

(34)

408,471

440,083

Fixed bank deposits with original maturity over

3 months

Deposit with bank

(iii)

259,250

259,250

Less: impairment allowance

-

-

259,250

259,250

Cash and cash equivalent

Deposit with bank

(ii)

300

300

Fixed bank deposits with original maturity less

than 3 months

418,298

1,455,350

Cash at bank and in hand

3,200,575

3,728,897

Less: impairment allowance

(318)

(318)

Cash and cash equivalent in the statement of

financial position

3,618,855

5,184,229

Notes:

  1. The Group maintains segregated accounts with authorised institutions to hold clients' money arising from its normal course of business of the regulated activities. The cash held on behalf of clients is restricted and governed by the Securities and Futures (Client Money) Rules under the Securities and Futures Ordinance.
  2. The Group has made deposit with a bank as security deposit for bank overdraft facilities.
  3. As of 30 June 2019, the Group has pledged fixed deposits of HK$225,548,000 (2018: HK$259,250,000) to banks in favour of the Autoridade Monetaria de Macau to guarantee the technical reserves in accordance with the Macau Insurance Ordinance.

70

Yunfeng Financial Group Limited

Interim Results Announcement for the Six Months Ended 30 June 2019

18 Insurance contract provisions

At 30 June

At 31 December

2019

2018

HK$'000

HK$'000

Policyholders' deposits

35,877,873

33,927,093

Future policyholders' benefits

6,309,038

5,417,950

Unearned revenue liability

-

17,093

42,186,911

39,362,136

19 Investment contract liabilities

At 30 June

At 31 December

2019

2018

HK$'000

HK$'000

Policyholders' deposits

4,239,249

4,086,277

Future policyholders' benefits

52,490

45,946

Unearned revenue liability

-

(272)

4,291,739

4,131,951

71

Yunfeng Financial Group Limited

Interim Results Announcement for the Six Months Ended 30 June 2019

20 Other account payables

At 30 June

At 31 December

2019

2018

HK$'000

HK$'000

Account payables

Cash and margin clients

435,401

481,554

  • Clearing house, fund managers, brokers and

dealers

14,487

40,310

449,888521,864

Included in account payables are amounts payable to clients and other institutions in respect of the trust and segregated bank balances received and held for clients and other institutions in the course of conducting regulated activities, which amount to HK$410,528,000 (31 December 2018: HK$440,787,000). All of the accounts payable are aged and due within one month or on demand.

Balance with related parties

At 30 June 2019, account payables of approximately HK$25,542,000 (31 December 2018: HK$38,430,000) are payable to certain key management personnel of the Company and their related companies on normal terms of brokerage and wealth management business of the Group.

21 Other payables and accrued expenses

At 30 June

At 31 December

2019

2018

HK$'000

HK$'000

Accrued staff costs

45,110

95,211

Commission payables

76,907

195,483

Derivative financial instruments

54,510

49,280

Other payables and accruals

742,292

484,618

918,819

824,592

All of the commission and other payables and derivative liabilities are expected to be settled within one year.

Balance with related parties

At 30 June 2019, amount of approximately HK$18,976,000 (31 December 2018: HK$9,541,000) are payable to MassMutual International LLC ("MMI") who is a substantial shareholder of the Company and its affiliates.

72

Yunfeng Financial Group Limited

Interim Results Announcement for the Six Months Ended 30 June 2019

22 Financial liabilities at fair value through profit or loss

At 30 June

At 31 December

2019

2018

HK$'000

HK$'000

Designated at fair value through profit or

loss

Preference share liability (note 1)

390,535

315,588

Third-party interests in consolidated funds

(note 2)

243,386

187,542

633,921

503,130

Notes:

  1. The total number of preference shares that can be issued under the agreement is 500,000 shares for a total proceed of US$50,000,000. The subsidiary is obliged to redeem all issued preference shares in 5 years starting from the initial issuance date of the preference shares. At liquidation, after all creditors' claim is satisfied, the asset of the subsidiary should be first distributed to preference shareholders by redeeming all issued shares together with any unpaid preferred share dividends. The preference shares are due for settlement after more than a year from 30 June 2019. During the period, US$9.7 million proceed obtained from the issue of preference shares at US$100 per share by a subsidiary of the Group with the proceed being used to fulfil capital contribution to a consolidated fund managed by the Group.
  2. The third party interests in consolidated fund consist of third-party unit holders' interest in the consolidated fund which is reflected as a liability as the fund is to be dissolved and return all capital to investor in seventh or eighth anniversary of the respective final closing date of the respective funds. The end of term of the consolidated funds are more than a year from 30 June 2019.

23 Bank borrowings

The bank loan was unsecured and repayable as follows:

At 30 June

At 31 December

2019

2018

HK$'000

HK$'000

After 2 years but within 5 years

1,804,610

1,198,226

The bank loan with amount of HK$300 million was repaid on 2 July 2019.

73

Yunfeng Financial Group Limited

Interim Results Announcement for the Six Months Ended 30 June 2019

24 Share capital

Movements of the Company's ordinary shares are set out below:

At 30 June 2019

At 31 December 2018

Number of

Number of

shares

Amount

shares

Amount

HK$'000

HK$'000

Issued and fully paid:

3,223,326,394

9,829,094

3,223,326,394

9,829,094

25 Employee share-based arrangements

  1. Details of the 2016 Share Award Scheme vested, cancelled and modification of service condition to Group A Grantee
    Grant date on 24 January 2017

Number of

Number of

Number of

awarded

Number of

awarded

awarded

shares

awarded share

shares

shares

cancelled and

remains

Vesting date

awarded

vested

forfeited

outstanding

A

B

C

F = A - B - C

As of 31 December 2017

20,190,000

4,510,000

3,487,500

12,192,500

Movement for the year 2018

4 May 2017

-

-

87,500

4 May 2018

-

3,372,500

662,500

4 May 2019

-

-

862,500

4 May 2020

-

-

862,500

4 May 2017

-

5,047,500

4,510,000

537,500

4 May 2018

5,047,500

3,372,500

1,675,000

-

4 May 2019

5,047,500

-

1,875,000

3,172,500

4 May 2020

5,047,500

-

1,875,000

3,172,500

As of 31 December 2018

20,190,000

7,882,500

5,962,500

6,345,000

Movement for the period

4 May 2017

-

-

-

4 May 2018

-

-

-

4 May 2019

-

-

1,225,000

4 May 2020

-

-

1,200,000

4 May 2017

-

5,047,500

4,510,000

537,500

4 May 2018

5,047,500

3,372,500

1,675,000

-

4 May 2019

5,047,500

-

3,100,000

1,960,000

4 May 2020

5,047,500

-

3,075,000

1,960,000

As of 30 June 2019

20,190,000

7,882,500

8,387,500

3,920,000

74

Yunfeng Financial Group Limited

Interim Results Announcement for the Six Months Ended 30 June 2019

The awarded share remains outstanding due to service condition modification.

Grant date on 25 April 2018

Number of

Number of

Number of

awarded

Number of

awarded

awarded

shares

awarded share

Vesting date

shares

shares

cancelled and

remains

awarded

vested

forfeited

outstanding

Movement for the year 2018

A

B

C

F = A - B - C

4 May 2018

712,500

712,500

-

-

4 May 2019

712,500

-

12,500

700,000

4 May 2020

712,500

-

12,500

700,000

4 May 2021

712,500

-

12,500

700,000

As of 31 December 2018

2,850,000

712,500

37,500

2,100,000

Movement for the period

4 May 2018

-

-

-

4 May 2019

-

-

-

4 May 2020

-

-

-

4 May 2021

-

-

-

4 May 2018

712,500

712,500

-

-

4 May 2019

712,500

-

12,500

700,000

4 May 2020

712,500

-

12,500

700,000

4 May 2021

712,500

-

12,500

700,000

As of 30 June 2019

2,850,000

712,500

37,500

2,100,000

26 Interests in structured entities

Interest in consolidated structure entities

The Group had consolidated certain structured entities, mainly funds related to wealth management operation. For those structured entities where the Group is involved as manager or as investor, the Group assesses the extent of controlling power according to relevant group accounting policies.

As at 30 June 2019, the net assets of consolidated fund entities amounted to HK$713 million (31 December 2018: HK$550 million) with net carrying interest held by the Group being HK$470 million (31 December 2018: HK$362 million).

Interests held by other investors in these consolidated structured entities, mainly fund entities were classified as financial liabilities at fair value through profit or loss on the condensed consolidated statements of financial position with fair value change of financial liability at fair value through profit or loss presented in the condensed consolidated income statements.

At period end, the Group reassessed the control of structured entities and decided whether the Group is still a principal.

75

Yunfeng Financial Group Limited

Interim Results Announcement for the Six Months Ended 30 June 2019

Interest in unconsolidated structure entities

Among those structured entities held by the Group where the Group directly or indirectly involves as investment manager or in equivalent capacity, the Group regularly assesses and determines whether:

the Group is acting as an agent or a principal in these investment funds;

substantive removal rights held by other parties may remove the Group as an investment fund manager; and

the investment interests held together with its remuneration from servicing and managing these structured entities create significant exposure to variability of returns in these investment funds.

In the opinion of the directors, the variable returns that the Group to these structured entities is not significant and the Group is primarily acting as an agent. Therefore, the Group did not consolidate these structured entities.

The Group classified its investment in those unconsolidated entities as FVOCI investments with minimal loss exposure due to small investment amount involved.

27 Commitments

  1. Capital commitments
    As at 30 June 2019, the Group has a total of HK$20.5 million (31 December 2018: HK$20.5 million) capital commitment contracted but not provided for.

76

Yunfeng Financial Group Limited

Interim Results Announcement for the Six Months Ended 30 June 2019

  1. Investment commitments
      1. In the normal course of business, the Group enters into commitments to purchase certain investments and capital contribution commitments to third party managed fund investment. The Group has investment commitments contracted for amounted to HK$2,476,178,000 (31 December 2018: HK$2,760,775,000).
    1. As at 30 June 2019, the Group has capital commitment to a joint venture for an amount of US$20 million with US$12.7 million (31 December 2018: US$9.8 million) has been contributed.
    2. As disclosed in the announcement of the Company dated 4 February 2016, Yunfeng Financial Market Limited ("YFM") (formerly known as Reorient Financial Markets Limited), a wholly owned subsidiary of the Company, entered into a joint venture agreement with Giant Investment Co., Ltd., and Jiangsu YuWell Technology

    3. Development Co., Ltd. ("Jiangsu Limited") on that day. As disclosed in the circular of the Company dated 29 April 2016, the joint venture agreement was superseded and replaced by the amended and restated joint venture agreement entered among YFM, Hangzhou Dr. Herbs Electronics Commerce Company Limited and Jiangsu Limited on 13 April 2016. Upon establishment of the joint venture company after obtaining all necessary approval as defined and disclosed in the circular, YFM is committed to contribute RMB1,290,000,000 of the registered capital of the joint venture company.

28 Material related party transactions

Six months ended 30 June

2019

2018

HK$'000

HK$'000

Investment management fee paid (note (i))

33,680

-

Transitional services fee paid (note (ii))

5,813

-

Policy endorsement fee paid (note (iii))

2,675

-

  1. The Group paid an investment management fee to an affiliate of a substantial shareholder who appointed a director to the board of the Company, for management service provided to YF Life's investment portfolio.
  2. The fee is paid to a substantial shareholder, who appointed a director to the board of the Company, for certain treasury and financial reporting services relating to investment or portfolio management and other information technology related services to YF Life.
  3. The fee is paid to an affiliate of a substantial shareholder, who appointed a director to the board of the Company, for the provision of claims payment endorsement to the life insurance outstanding policies of YF Life until such policies mature.

Except for those disclosed in this announcement, there is no other significant related party transactions during the period.

77

Yunfeng Financial Group Limited

Interim Results Announcement for the Six Months Ended 30 June 2019

29 Reconciliation between HKFRSs and US GAAP

The consolidated financial statements are prepared in accordance with HKFRSs, which differ from certain aspects from US GAAP. The effects of material differences between the financial statements of the Group prepared under HKFRSs and US GAAP are as follows:

As at 30 June 2019

Consolidated statement of

Amounts under US

financial position

HKFRSs adjustments

GAAP

Difference in

Insurance-

Difference in

classification and

Differences in

related balances

Impairment

measurement of

lease

reclassification[1]

basis[2]

investments [3]

accounting [4]

HK$'000

Assets

Property and equipment

13,165

463,294

Statutory deposits

3,497

Deferred tax assets

(62)

122

Investments in associates

63,764

Goodwill and Intangible assets

3,822,746

Deferred acquisition costs and

value of business acquired

493,985

8,233,339

Investments

69,502

(95,669)

50,328,822

Advance reinsurance premiums

116,571

Reinsurers' share of outstanding

claims

47,469

Insurance and reinsurance

receivables

(60,380)

237,151

Other account receivable and

accrued income

71,433

Other receivables, deposit and

prepayment

(752)

22

633,775

Bank balance - trust and

segregated accounts

34

408,505

Fixed bank deposits with original

maturity over 3 months

259,250

Cash and cash equivalents

318

3,619,173

Total assets

68,308,911

Liabilities

Insurance contract provisions

4,284,394

46,471,305

Investment contract liabilities

(4,291,739)

-

Outstanding claims

154,723

Reinsurance premium payables

414,619

Other account payables

449,888

Other payables and accrued

expense

342,465

1,261,284

Tax payable

28,788

Financial liabilities at fair value

through profit or loss

633,921

Lease liabilities

1,693

325,252

Deferred tax liabilities

677,748

Bank borrowings

1,804,610

Total liabilities

52,222,138

Net assets

16,086,773

Capital and reserves

Share capital

9,829,094

Reserves

58,640

42,014

(57,402)

7,086

(396,429)

Non-controlling interest

39,093

27,800

(38,267)

4,386

6,654,108

Total equity

16,086,773

78

Yunfeng Financial Group Limited

Interim Results Announcement for the Six Months Ended 30 June 2019

As at 30 June 2019

Consolidated income

HKFRSs adjustments

Amounts under US

statement

GAAP

Difference in

Insurance-

Difference in

classification and

Differences in

related balances

Impairment

measurement of

lease

reclassification[1]

basis[2]

investments [3]

accounting [4]

HK$'000

Income

Premiums and fee income

2,381,792

Premiums ceded to reinsurer

159,458

(163,987)

Net premium and fee income

2,217,805

Change in unearned revenue

liability

18,538

(313,069)

Net earned premium and fee

income

1,904,736

Brokerage commission,

interest and other service

income

4,126

Subscription, management

and rebate fee income

5,837

Consultancy and advisory

income

687

Net investment and other

(loss)/income

(125,039)

69,502

(98,794)

1,760,951

Overlay adjustment

101,838

-

Reinsurance commission and

profit

(5,277)

10,316

Total income

3,686,653

Benefits, losses and

expenses

Net policyholders benefit

(6,634)

(1,767,109)

Commission and related

expenses

(533,641)

Deferral and amortisation of

deferred acquisition costs

(43,024)

309,673

Management and other

expenses

(8,149)

506

(476,450)

Change in future policyholder

benefits

4,530

(893,102)

Total benefits, losses and

expenses

(3,360,629)

Finance cost

(46,988)

Share of result of an

associate

(1,114)

Profit before taxation

277,922

Tax credit

746

Profit after taxation

278,668

Profit attributable to:

Owners of the Company

(3,358)

41,701

3,044

506

123,896

Non-controlling interests

(2,239)

27,801

154,772

278,668

Notes:

  1. Major differences in relation to insurance-related balance are summarised as follows: financial reinsurance adjustments arising from different classification of reinsurance contracts under HKFRS and US GAAP; difference in value of business acquired recognised under HKFRS and US GAAP and corresponding differences on insurance contract provisions; difference in measurement of deferred acquisition costs and unearned revenue liability due to different amortisation under HKFRS and US GAAP; other miscellaneous differences due to different accounting principles under HKFRS and US GAAP.

79

Yunfeng Financial Group Limited

Interim Results Announcement for the Six Months Ended 30 June 2019

  1. Difference arises from different impairment methodology and basis (expected credit loss model vs. incurred loss model) under HKFRS and US GAAP.
  2. Difference arises from different classification and subsequent measurement of debt and equity investments under HKFRS and US GAAP.
  3. Differences in lease accounting are summarised as follows: difference in lease classification and subsequent measurement of right-of-use assets and lease expenses under HKFRS and US GAAP; and difference in transition approach and practical expedient between HKFRS and US GAAP.
  1. Comparative figures
    After the completion of the YF Life acquisition, the Group is largely dominated by the insurance business. Accordingly, condensed consolidated statement of financial position, condensed consolidated income statement, condensed consolidated statement of cash flows, and disclosure notes have been rearranged to conform to the current period's presentation.
  2. Contingent liabilities
    The Group did not have any significant contingent liabilities as at 30 June 2019 and 31 December 2018.
  3. Non-adjustingevents after the reporting period
    There is no material non-adjusting event after the reporting period.

80

Yunfeng Financial Group Limited

Interim Results Announcement for the Six Months Ended 30 June 2019

By Order of the Board

Yunfeng Financial Group Limited

Li Ting

Executive Director and Chief Executive Officer

Hong Kong, 29 August 2019

As at the date of this announcement, the Board comprises Mr. Yu Feng (who is Chairman and non- executive director), Ms. Li Ting and Mr. Huang Xin (who are executive directors), Mr. Adnan Omar Ahmed, Ms. Hai Olivia Ou and Mr. Gareth Ross (who are non-executive directors), and Mr. Qi Daqing, Mr. Chu Chung Yue, Howard and Mr. Xiao Feng (who are independent non-executive directors).

81

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Yunfeng Financial Group Ltd. published this content on 29 August 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 August 2019 12:25:07 UTC