Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2019 | |
Document and Entity Information | |
Document Type | F-1 |
Document Fiscal Year Focus | 2019 |
Document Fiscal Period Focus | FY |
Amendment Flag | false |
Entity Registrant Name | ONECONNECT FINANCIAL TECHNOLOGY CO., LTD. |
Entity Central Index Key | 0001780531 |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | |||
Revenue | ¥ 2,327,846 | ¥ 1,413,489 | ¥ 581,912 |
Cost of revenue | (1,560,988) | (1,024,864) | (482,539) |
Gross profit | 766,858 | 388,625 | 99,373 |
Research and development expenses | (956,095) | (459,181) | (537,226) |
Selling and marketing expenses | (635,673) | (441,932) | (208,035) |
General and administrative expenses | (756,681) | (519,795) | (270,275) |
Net impairment losses on financial and contract assets | (45,167) | (2,224) | |
Other income, gains or loss-net | (74,254) | (79,860) | 25,860 |
Operating loss | (1,701,012) | (1,114,367) | (890,303) |
Finance income | 128,261 | 129,435 | 2,128 |
Finance costs | (174,831) | (163,442) | (85,711) |
Finance costs - net | (46,570) | (34,007) | (83,583) |
Share of losses of associate and joint venture | (14,854) | (15,442) | (2,747) |
Loss before income tax | (1,762,436) | (1,163,816) | (976,633) |
Income tax benefit/(expense) | 74,924 | (26,469) | 369,677 |
Loss for the year | (1,687,512) | (1,190,285) | (606,956) |
Loss attributable to: | |||
Owners of the Company | (1,660,566) | (1,195,712) | (606,956) |
Non-controlling interests | (26,946) | 5,427 | |
Loss for the year | (1,687,512) | (1,190,285) | (606,956) |
Other comprehensive income, net of tax | |||
Foreign currency translation differences | 78,775 | 396,520 | |
Changes in the fair value of debt instruments at fair value through other comprehensive income | 40 | ||
Other comprehensive income, net of tax | 78,815 | 396,520 | |
Total comprehensive loss for the year | (1,608,697) | (793,765) | (606,956) |
Total comprehensive loss attributable to: | |||
Owners of the Company | (1,581,751) | (799,192) | (606,956) |
Non-controlling interests | (26,946) | 5,427 | |
Total comprehensive loss for the year | ¥ (1,608,697) | ¥ (793,765) | ¥ (606,956) |
Loss per share attributable to owners of the Company (expressed in RMB per share) | |||
Basic and diluted | ¥ (1.77) | ¥ (1.29) | ¥ (0.90) |
Loss per ADS attributable to owners of the Company (expressed in RMB per share) | |||
Basic and diluted | ¥ (5.30) |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - CNY (¥) ¥ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Non-current assets | ||
Property and equipment | ¥ 314,505 | ¥ 319,668 |
Intangible assets | 976,948 | 758,075 |
Deferred tax assets | 423,786 | 348,672 |
Investments accounted for using the equity method | 118,829 | 29,452 |
Financial assets at fair value through other comprehensive income | 393,448 | 5,000 |
Contract assets | 40,998 | 63,120 |
Total non-current assets | 2,268,514 | 1,523,987 |
Current assets | ||
Loan to related party | 15,027 | |
Trade receivables | 710,123 | 270,530 |
Contract assets | 211,276 | 133,661 |
Prepayments and other receivables | 528,277 | 337,214 |
Financial assets at fair value through profit or loss | 1,690,967 | 2,540,925 |
Restricted cash | 3,440,289 | 3,996,238 |
Cash and cash equivalents | 1,077,875 | 565,027 |
Total current assets | 7,658,807 | 7,858,622 |
Total assets | 9,927,321 | 9,382,609 |
Equity | ||
Share capital | 73 | 66 |
Shares held for share option scheme | (88,280) | (88,280) |
Other reserves | 8,461,637 | 6,151,453 |
Accumulated losses | (4,003,318) | (2,342,752) |
Equity attributable to equity owners of the Company | 4,370,112 | 3,720,487 |
Non-controlling interests | 150,429 | 110,601 |
Total equity | 4,520,541 | 3,831,088 |
Non-current liabilities | ||
Trade and other payables | 420,873 | 403,228 |
Contract liabilities | 12,700 | 7,423 |
Deferred tax liabilities | 33,291 | 18,480 |
Total non-current liabilities | 466,864 | 429,131 |
Current liabilities | ||
Trade and other payables | 1,075,576 | 1,280,641 |
Payroll and welfare payables | 538,132 | 394,828 |
Contract liabilities | 104,960 | 58,383 |
Short-term borrowings | 3,218,566 | 3,386,100 |
Derivative financial liabilities | 2,682 | 2,438 |
Total current liabilities | 4,939,916 | 5,122,390 |
Total liabilities | 5,406,780 | 5,551,521 |
Total equity and liabilities | ¥ 9,927,321 | ¥ 9,382,609 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - CNY (¥) ¥ in Thousands | Total | Share capital | Shares held for share option scheme | Other reserves | Accumulated losses | Non-controlling interest | Total |
Beginning balance, equity at Dec. 31, 2016 | ¥ 233,798 | ¥ (88,280) | ¥ 862,162 | ¥ (540,084) | ¥ 233,798 | ||
Loss for the year | (606,956) | (606,956) | (606,956) | ||||
Total comprehensive loss for the year | (606,956) | (606,956) | (606,956) | ||||
Transactions with equity holders: | |||||||
Capital contribution from the then owners | 337,838 | 337,838 | 337,838 | ||||
Issuance of ordinary shares | 60 | ¥ 60 | 60 | ||||
Share-based payments | 376 | 376 | 376 | ||||
Total transactions with equity holders at their capacity as equity holders for the year | 338,274 | 60 | 338,214 | 338,274 | |||
Ending balance, equity at Dec. 31, 2017 | (34,884) | 60 | (88,280) | 1,200,376 | (1,147,040) | (34,884) | |
Loss for the year | (1,195,712) | (1,195,712) | ¥ 5,427 | (1,190,285) | |||
- Foreign currency translation differences | 396,520 | 396,520 | 396,520 | ||||
Total comprehensive loss for the year | (799,192) | 396,520 | (1,195,712) | 5,427 | (793,765) | ||
Transactions with equity holders: | |||||||
Issuance of ordinary shares | 4,730,381 | 6 | 4,730,375 | 4,730,381 | |||
Acquisition of subsidiary | 105,174 | 105,174 | |||||
Recognition of redemption liability | (183,569) | (183,569) | (183,569) | ||||
Share-based payments | 7,751 | 7,751 | 7,751 | ||||
Total transactions with equity holders at their capacity as equity holders for the year | 4,554,563 | 6 | 4,554,557 | 105,174 | 4,659,737 | ||
Ending balance, equity at Dec. 31, 2018 | 3,720,487 | 66 | (88,280) | 6,151,453 | (2,342,752) | 110,601 | 3,831,088 |
Loss for the year | (1,660,566) | (1,660,566) | (26,946) | (1,687,512) | |||
- Foreign currency translation differences | 78,775 | 78,775 | 78,775 | ||||
-Fair value changes on financial assets at fair value through other comprehensive income | 40 | 40 | 40 | ||||
Total comprehensive loss for the year | (1,581,751) | 78,815 | (1,660,566) | (26,946) | (1,608,697) | ||
Transactions with equity holders: | |||||||
Issuance of ordinary shares | 192,082 | 192,082 | 192,082 | ||||
Issuance of ordinary shares upon initial public offering | 2,007,035 | 7 | 2,007,028 | 2,007,035 | |||
Acquisition of subsidiary | 17,774 | 17,774 | |||||
Recognition of redemption liability | (44,105) | (44,105) | (44,105) | ||||
Share-based payments | 76,364 | 76,364 | 76,364 | ||||
Contribution from non-controlling interests | 49,000 | 49,000 | |||||
Total transactions with equity holders at their capacity as equity holders for the year | 2,231,376 | 7 | 2,231,369 | 66,774 | 2,298,150 | ||
Ending balance, equity at Dec. 31, 2019 | ¥ 4,370,112 | ¥ 73 | ¥ (88,280) | ¥ 8,461,637 | ¥ (4,003,318) | ¥ 150,429 | ¥ 4,520,541 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS | 12 Months Ended | ||
Dec. 31, 2019CNY (¥) | Dec. 31, 2018CNY (¥) | Dec. 31, 2017CNY (¥) | |
Cash flows from operating activities | |||
Cash used in operations | ¥ (1,815,725,000) | ¥ (489,138,000) | ¥ (228,685,000) |
Income tax paid | (1,729,000) | (99,000) | |
Net cash used in operating activities | (1,817,454,000) | (489,237,000) | (228,685,000) |
Cash flows from investing activities | |||
Payment for acquisition of subsidiary, net of cash acquired | (270,791,000) | (165,020,000) | |
Payments for property and equipment | (97,790,000) | (84,828,000) | (15,721,000) |
Payment for intangible assets | (216,670,000) | (374,978,000) | (2,265,000) |
Capital injection to associate | (100,000,000) | (40,000,000) | |
Capital injection to joint venture | (4,321,000) | ||
Payment for loan to related parties | (5,000,000) | (15,027,000) | |
Payments for financial assets at fair value through other comprehensive income | (388,363,000) | ||
Payments for financial assets at fair value through profit or loss | (5,808,465,000) | (6,102,153,000) | (6,150,538,000) |
(Payment for)/refund of restricted cash, net | 708,123,000 | (3,590,548,000) | (1,100,000) |
Proceeds from sale of property and equipment | 900,000 | ||
Receipts of loans to related parties | 20,444,000 | ||
Proceeds from sale of financial assets at fair value through profit or loss | 6,693,129,000 | 4,427,875,000 | 6,060,116,000 |
Interest received on financial assets at fair value through profit or loss | 39,643,000 | 99,201,000 | 22,667,000 |
Net cash (used in) / generated from investing activities | 570,839,000 | (5,805,478,000) | (126,841,000) |
Cash flows from financing activities | |||
Capital contribution from the then owners | 337,838,000 | ||
Capital injections from non-controlling interests | 49,000,000 | ||
Proceeds from issuance of ordinary shares | 102,080,000 | 4,409,771,000 | 431,257,000 |
Proceeds from issuance of ordinary shares upon initial public offering | 2,035,177,000 | ||
Proceeds from short-term borrowings | 4,286,868,000 | 7,909,280,000 | 1,000,000,000 |
Share issue transaction costs | (28,142,000) | (20,585,000) | |
Payments for lease liabilities | (76,895,000) | (83,727,000) | (50,432,000) |
Repayments of short-term borrowings | (4,469,280,000) | (6,093,943,000) | (500,000,000) |
Interest paid | (144,251,000) | (121,393,000) | (93,528,000) |
Net cash generated from financing activities | 1,754,557,000 | 5,999,403,000 | 1,125,135,000 |
Net increase /(decrease) in cash and cash equivalents | 507,942,000 | (295,312,000) | 769,609,000 |
Cash and cash equivalents, beginning of the year | 565,027,000 | 847,767,000 | 78,158,000 |
Effects of exchange rate changes on cash and cash equivalents | 4,906,000 | 12,572,000 | |
Cash and cash equivalents at the end of year | ¥ 1,077,875,000 | ¥ 565,027,000 | ¥ 847,767,000 |
General information, recapitali
General information, recapitalization and basis of presentation | 12 Months Ended |
Dec. 31, 2019 | |
General information, recapitalization and basis of presentation | |
General information, recapitalization and basis of presentation | 1 General information, recapitalization and basis of presentation 1.1 General information OneConnect Financial Technology Co., Ltd. (the “Company”) was incorporated in the Cayman Islands on October 30, 2017 as an exempted company with limited liability under the Companies Law (Cap. 22, Law 3 of 1961 as consolidated and revised) of the Cayman Islands. The address of the Company’s registered office is PO Box 309, Ugland House, Grand Cayman, KY1‑1104, Cayman Islands. The Company completed its initial public offering (“IPO”) on December 13, 2019 on the New York Stock Exchange. Each American Depositary Shares (“ADSs”) of the Company represents three ordinary shares. The Company, its subsidiaries, its controlled structured entities (“Structured Entities”, “Variable Interest Entities” or “VIEs”) and their subsidiaries (“Subsidiaries of VIEs”) are collectively referred to as the “Group”. The Group is principally engaged in providing cloud‑platform‑based Fintech solutions, online information service and operating support service to financial institutions (the “Listing Business”) mainly in the People’s Republic of China (the “PRC”). The Company does not conduct any substantive operations of its own but conducts its primary business operations through its wholly‑owned subsidiaries, VIEs and subsidiaries of VIEs in the PRC. 1.2 History and recapitalization of the Group Prior to the completion of recapitalization (as described below) of the Group, the Listing Business was carried out through a domestic company and its subsidiaries, incorporated in the PRC, namely Shanghai OneConnect Financial Technology Co., Ltd. (“Shanghai OneConnect”). Shanghai OneConnect was incorporated on December 29, 2015 by Shenzhen Ping An Financial Technology Consulting Co., Ltd. (“Ping An Financial Technology”), a wholly owned subsidiary of Ping An Insurance (Group) Company of China, Ltd. (“Ping An Group”) and Urumqi Guang Feng Qi Investments Limited Partnership (“Guang Feng Qi”) with respective ownership of 70% and 30% after capital injection in May 2016. On December 29, 2016, Ping An Financial Technology and Guang Feng Qi set up Shanghai Jin Ning Sheng Enterprise Management Limit Partnership (“Jin Ning Sheng”) with 3.5% and 1.5% of the shares of Shanghai OneConnect, respectively. On February 17, 2017, Urumqi Guang Feng Rong Equity Investment Limited Partnership (“Guang Feng Rong”) purchased 2.35% of the shares of Shanghai OneConnect from Guang Feng Qi. Recapitalization of the Group For the purpose of introduction of overseas investors and preparation for a listing of the Company’s shares on an overseas market, Ping An Group underwent a series of recapitalization (the “Recapitalization”) to establish the Company as the ultimate holding company of the Listing Business. The Recapitalization mainly involved the following: (i) On September 15, 2017, OneConnect Smart Technology Co., Ltd. (Shenzhen) (“Shenzhen OneConnect”) was incorporated by the shareholders of Shanghai OneConnect with their equity interests of Shanghai OneConnect, and Shenzhen OneConnect became the sole immediate shareholder of Shanghai OneConnect. Shenzhen OneConnect and its subsidiaries are collectively defined as the “PRC Operating Entities” thereafter. (ii) On October 30, 2017, the Company was incorporated in the Cayman Islands by Bo Yu Limited (“Bo Yu”), a special purpose vehicle set up by Ping An Financial Technology and Sen Rong Limited (“Sen Rong”), a special purpose vehicle set up by Rong Chang Limited (“Rong Chang”), Xin Ding Heng Limited (“Xin Ding Heng”) and Yi Chuan Jin Limited (“Yi Chuan Jin”). The Company was then owned as to 44.3% and 55.7% by Bo Yu and Sen Rong, respectively. Rong Chang is a special purpose vehicle set up by the same individual shareholders of Guang Feng Qi. Xin Ding Heng is a special purpose vehicle set up by the same individual shareholders of Jin Ning Sheng. Yi Chuan Jin is a special purpose vehicle set up by the same individual shareholders of Shenzhen Lanxin Enterprise Management Co., Ltd. (“Shenzhen Lanxin”), a company set up by Li Jie and Xu Liang (“Lanxin Shareholders”). Sen Rong was then owned as to 46.95%, 39.85% and 13.2% by Rong Chang, Yi Chuan Jin and Xin Ding Heng, respectively. (iii) On October 27, 2017, Jin Tai Yuan Limited ("Jin Tai Yuan") was incorporated in the British Virgin Islands. The Company was registered as a member holding 100% shares of Jin Tai Yuan on October 30, 2017 and therefore Jin Tai Yuan being a whole owned subsidiary of the Company. (iv) On October 30, 2017, Jin Cheng Long Limited (“Jin Cheng Long”) was incorporated in Hong Kong as a wholly owned subsidiary of Jin Tai Yuan. (v) On November 29, 2017, Ping An Financial Technology and Guang Feng Rong transferred 22.2% and 2.35% of their shareholdings in Shenzhen OneConnect to Shenzhen Lanxin and Jin Ning Sheng, respectively. In the meanwhile, Ping An Financial Technology entered into an Onshore Option Agreement dated November 29, 2017 (which was amended and restated on January 29, 2018) with Shenzhen Lanxin and Lanxin Shareholders pursuant to which Ping An Financial Technology was granted an option to purchase the entire share capital of Shenzhen Lanxin from Lanxin Shareholders (the “Onshore Call Option”). (vi) On January 4, 2018, OneConnect Technology Services Co., Ltd. (Shenzhen) (“Shenzhen OneConnect Technology”) was incorporated in the PRC as a wholly owned subsidiary of Jin Cheng Long. (vii) Pursuant to a series of contractual agreements dated January 9, 2018 (collectively, the “Contractual Arrangements”) between Shenzhen OneConnect Technology, Shenzhen OneConnect and its equity holders, Shenzhen OneConnect Technology is able to effectively control, recognize and receive substantially all the economic benefit of the business and operations of the PRC Operating Entities. Accordingly, the PRC Operating Entities are treated as controlled structured entities of the Company and consolidated by the Company. (viii) Following the completion of the Recapitalization (especially setting‑up of the offshore shareholding structure of the Group), Bo Yu, entered into an Offshore Option Agreement dated January 29, 2018 with Lanxin Shareholders and Yi Chuan Jin, pursuant to which Bo Yu was granted an option to purchase the entire share capital of Yi Chuan Jin from the shareholders of Yi Chuan Jin. . (ix) After the Recapitalization, the Company was owned as to 44.3% and 55.7% by Bo Yu and Sen Rong, respectively. Other changes of the Company’s shareholders subsequent to the Recapitalization The Company completed Round A investments (the “Round A Investments”) with 12 institutional investors (the 12 institutional investors collectively, the “Round A Investors”) in April 2018. The Round A Investors have subscribed for 99,999,999 ordinary shares of the Company at a total consideration of USD750,000,000 (approximately RMB4,750,966,000). Upon completion of Round A Investments, Bo Yu, Sen Rong, and the “Round A Investors” become shareholders of the Company, holding respectively 39.87%, 50.13%, and 10.00% shareholding interests in the Company. Further details of the Contractual Arrangements are set out in Note 1.2 (a) below. Initial Public Offering On December 13, 2019, the Company completed its initial public offering (the “IPO”) on the New York Stock Exchange. In the offering, 31,200,000 American depositary shares (“ADSs”), representing 93,600,000 ordinary shares, were newly issued and sold to the public at a price of USD10 per ADS. The net proceeds to the Company from the IPO, after deducting commissions and offering expenses, were approximately RMB2,007,034,549 (USD286,838,054). As at December 31, 2019, the Company had direct or indirect interests in the following major subsidiaries including consolidated structured entities. Equity interest held by the Group Place and date of Issued and December 31, Principal activities /Place of Company name incorporation / establishment paid‑in capital 2019 operations Note Subsidiaries Jin Tai Yuan Limited British Virgin Islands / October 27, 2017 USD 100 % Investment holding, BVI Jin Cheng Long Limited Hong Kong /October 30, 2017 USD 100 % Investment holding, Hong Kong OneConnect Financial Hong Kong /March 15, 2018 USD 100 % Software and technology service, (a) OneConnect Financial Singapore /March 26, 2018 SGD 100 % Software and technology service, (a) PT OneConnect Financial Indonesia/December 04, 2018 IDR 100 % Software and technology service, (b) Ping An OneConnect Bank (Hong Kong) Limited Hongkong/December 07, 2018 HKD 100 % Software and technology service, information transmission. HongKong, the PRC. (c) Shenzhen OneConnect Technology the PRC /January 04, 2018 RMB 100 % Technology promotion and computer application services, Shenzhen, the PRC Beijing Vantage Point Technology Co., Ltd.(“Vantage Point Technology”) the PRC /July 18, 2008 RMB 51.67 % Software and technology service, information transmission. Beijing, the PRC. Note Shenzhen OneConnect Information Technology Service Company Limited (“Shenzhen OneConnect Information Technology”) the PRC/January 31, 2019 RMB 51 % Software and technology service, information transmission. Shenzhen, the PRC. (e) Beijing BER Technology Company Ltd. ("BER Technology") the PRC/March 30,2006 RMB 80 % Software and technology service, information transmission. Shenzhen, the PRC Note 33(a) Zhang Tong Shun (Guangzhou) Technology Co., Ltd. (“Zhang Tong Shun”) the PRC/May 9, 2019 RMB 100 % Information technology advisory services, Guangzhou, the PRC Note 33(b) Attributable equity interest of the Group Place and date of Issued and December 31, Principal activities /Place of Company name incorporation / establishment paid‑in capital 2019 operations Note VIEs Shenzhen OneConnect the PRC / September 15, 2017 RMB 1,200,000,000 100 % Software and technology service, (f) Shenzhen E-Commerce Safety Certificates Administration Co., Ltd.(“Shenzhen CA”) the PRC/August 11, 2000 RMB 43,500,000 98.9 % E - commerce security certificate administration, Shenzhen, the PRC Note 33(b), (f) Subsidiaries of the VIEs Shanghai OneConnect* the PRC / December 29, 2015 RMB 1,200,000,000 100 % Software and technology service, asset management and consulting. Shanghai, the PRC. (f) Shenzhen Kechuang Insurance the PRC / August 27, 2001 RMB 4,000,000 99.90 % Insurance survey and loss adjustment. (f)(g) * Subsidiaries of Shenzhen OneConnect Notes: (i) On March 15, 2018 and March 26, 2018, OneConnect Financial Technology (HongKong) Co., Limited (“OneConnect(HK)”) and OneConnect Financial Technology (Singapore) Co., Pte. Ltd. (“OneConnect(Singapore)”) were incorporated by the Group in Hong Kong and Singapore, respectively. (ii) On December 4, 2018, OneConnect(Singapore) and OneConnect(HK) set up PT OneConnect Financial Technology Indonesia in which each holds 90% and 10% equity interest, respectively (iii) On December 07, 2018, Ping An OneConnect Bank (Hong Kong) Limited was incorporated by the Group in Hong Kong. (iv) On July 31, 2018, the Group completed its acquisition of 51.67% equity interest of Vantage Point Technology and Vantage Point Technology became a subsidiary of the Group thereafter. (v) On January 31, 2019, Shenzhen OneConnect Information Technology was incorporated by the Group and Shenzhen Ping An Investment Development Co., Ltd., a subsidiary of Ping An Group, with equity interests as to 51% and 49%, respectively. The capital contribution of RMB49,000,000 made by Shenzhen Ping An Investment Development Co., Ltd was recognized as capital contribution from non-controlling interest. (vi) These subsidiaries are controlled through Contractual Arrangements and the Group does not have legal ownership in equity of these subsidiaries, as the PRC regulations restrict foreign ownership of companies that provide value-added telecommunications services, which include activities and services operated by Shenzhen OneConnect, Shenzhen CA and their subsidiaries. (vii) Kechuang was established in the PRC on August 27, 2001, and were subsequently acquired by the Group at a consideration of RMB0010,001 on June 7, 2018. PRC laws and regulations prohibit or restrict foreign ownership of companies that provide Internet‑based business, which include activities and services provided by the Group. The Group operates its business operations in the PRC through a series of contractual arrangements entered into among a wholly‑owned subsidiary of the Company and VIEs that legally owned by equity holders (“Nominee Shareholders”) authorized by the Group (collectively, “Contractual Arrangements”). The Contractual Arrangements include Exclusive Equity Option Agreement, Exclusive Business Cooperation Agreement, Exclusive Asset Option Agreement, Equity Pledge Agreement, Shareholder Voting Proxy Agreement, Letters of Undertakings and Spousal Consent Letters. Under the Contractual Arrangements, the Company has the power to control the management, and financial and operating policies of the VIEs, has exposure or rights to variable returns from its involvement with the VIEs, and has the ability to use its power over the VIEs to affect the amount of the returns. As a result, all these VIEs are accounted for as consolidated structured entities of the Company and their financial statements have also been consolidated by the Company. The principal terms of the Contractual Arrangements are further described below: (a) Contractual agreements with Shenzhen OneConnect —Exclusive Equity Option Agreement Pursuant to the exclusive equity option agreement dated January 29, 2018 entered into between Shenzhen OneConnect Technology, Shenzhen OneConnect, the direct shareholders of Shenzhen OneConnect, and the shareholders of the direct shareholders of Shenzhen OneConnect, namely Jie Li, Liang Xu, Wenjun Wang and Wenwei Dou (each refer to as the “Indirect Shareholder”, together with the direct shareholders of Shenzhen OneConnect, “the Shenzhen OneConnect Shareholders”) (the “Exclusive Equity Option Agreement”), Shenzhen OneConnect Technology has the irrevocable and exclusive right to purchase, or to designate one or more persons to purchase, from Shenzhen OneConnect Shareholders all or any part of their equity interests in Shenzhen OneConnect at any time and from time to time in Shenzhen OneConnect Technology’s absolute discretion to the extent permitted by PRC laws. The term of this agreement will remain effective as long as the shareholders continue to hold equity interests in Shenzhen OneConnect. —Exclusive Business Cooperation Agreement Pursuant to the exclusive business cooperation agreement dated January 29, 2018 entered into between Shenzhen OneConnect Technology and Shenzhen OneConnect, Shenzhen OneConnect agreed to engage Shenzhen OneConnect Technology as its exclusive provider of business support, technical and consulting services, including but not limited to, technical services, network support, business consultation, equipment, leasing, market consultancy, system integration, product research and development and system maintenance. In exchange for these services, Shenzhen OneConnect shall pay a service fee, which is equal to Shenzhen OneConnect’s profit before tax, after deducting any accumulated losses of Shenzhen OneConnect and its subsidiaries from the preceding fiscal year, working capital, costs, expenses, tax and other statutory contribution in relation to the respective fiscal year. The service fee shall be paid annually and shall be wired to the designated bank account of Shenzhen OneConnect Technology upon issuance of invoice by Shenzhen OneConnect Technology. The initial term of this agreement is 10 years and may be extended for 5‑year terms indefinitely. —Exclusive Asset Option Agreement Pursuant to the exclusive asset option agreement dated January 29, 2018 entered into between Shenzhen OneConnect Technology, Shenzhen OneConnect and the Shenzhen OneConnect Shareholders (the “Exclusive Asset Option Agreement”), Shenzhen OneConnect Technology has the irrevocable and exclusive right to purchase, or to designate one or more persons to purchase, from Shenzhen OneConnect all or any part of its assets at any time at Shenzhen OneConnect Technology’s absolute discretion and to the extent permitted by PRC laws. The consideration shall be the higher of (a) a nominal price or (b) the lowest price as permitted under applicable PRC laws. The Exclusive Asset Option Agreement is for an initial term of ten years and may be extended for five‑year terms indefinitely. — Equity Pledge Agreement Pursuant to the equity pledge agreement dated January 29, 2018 entered into between Shenzhen OneConnect Technology, Shenzhen OneConnect and the Shenzhen OneConnect Shareholders (the “Equity Pledge Agreement”), the Registered Shareholders agreed to pledge as first charge all of their equity interests in Shenzhen OneConnect to Shenzhen OneConnect Technology as collateral security for any and all of the guaranteed debt under the Contractual Arrangements and to secure the performance of their obligations under the Contractual Arrangements. During the pledge period, Shenzhen OneConnect Technology is entitled to receive any dividends or other distributable benefits arising from the equity. The pledge in favor of Shenzhen OneConnect Technology takes effect upon the completion of registration with the relevant administration for industry and commerce and shall remain valid until after all the contractual obligations of the Shenzhen OneConnect Shareholders and Shenzhen OneConnect under the Contractual Arrangements have been fully performed and all the outstanding debts of the Shenzhen OneConnect Shareholders and Shenzhen OneConnect under the Contractual Arrangements have been fully paid. —Shareholder Voting Proxy Agreement Shenzhen OneConnect Technology, Shenzhen OneConnect, the Shenzhen OneConnect Shareholders and the subsidiaries of Shenzhen OneConnect entered into a shareholder voting proxy agreement on January 29, 2018. Pursuant to this agreement, each shareholder of Shenzhen OneConnect and its subsidiaries irrevocably authorizes the persons designated by Shenzhen OneConnect Technology to act on its behalf to exercise all of such shareholder’s voting and other rights associated with the shareholder’s equity interest in Shenzhen OneConnect and the subsidiaries of Shenzhen OneConnect, such as the right to appoint or designate directors, supervisors and officers, as well as the right to sell, transfer, pledge or dispose of all or any portion of the shares held by such shareholder. The term of the shareholder voting proxy agreement is the same as that of the business cooperation agreement described above. —Letters of Undertakings Each Indirect Shareholder signed a letter of undertakings to the Company on January 29, 2018. Under these letters, the signing Indirect Shareholder has separately irrevocably undertaken, in the event of his or her death or loss of capacity or any other events that could possibly affect his or her capacity to fulfil his or her obligations under the contractual arrangement of Shenzhen OneConnect, that he or she will unconditionally transfer his or her equity interest in Shenzhen OneConnect to any person designated by Shenzhen OneConnect Technology and the transferee will be deemed to be a party to the contractual arrangements and will assume all of his or her rights and obligations as such under the contractual arrangements. Each signing Indirect Shareholder represents that his or her spouse has no ownership interest in his or her equity interests in Shenzhen OneConnect. Each signing Indirect Shareholder further represents that in any circumstances, he or she will not, directly or indirectly, commit any conduct, measure, action or omission that is contrary to the purpose and intention of the contractual arrangements, that leads or may lead to any conflict of interest between Shenzhen OneConnect and OneConnect Financial Technology Co., Ltd. and/or its subsidiaries, and that if, during his or her performance of the contractual arrangements, there is a conflict of interest between the signing Indirect Shareholder and OneConnect Financial Technology Co., Ltd. and/or its subsidiaries, the signing Indirect Shareholder will protect the legal interests of Shenzhen OneConnect Technology under the contractual arrangements and follow the instructions of the Company. —Spousal Consent Letters The spouses of Jie Li, Liang Xu, Wenjun Wang and Wenwei Dou each signed a spousal consent letter on January 29, 2018. Under these letters, each signing spouse respectively agreed that he or she was aware of the equity interest beneficially owned by his or her spouse in Shenzhen OneConnect and the relevant Contractual Arrangements in connection with such equity interest. The signing spouse unconditionally and irrevocably confirmed that he or she does not have any equity interest in Shenzhen OneConnect and committed not to impose any adverse assertions upon his or her spouse’s respective equity interest. Each signing spouse further confirmed that such equity interest may be disposed of pursuant to the relevant Contractual Arrangements, and committed that he or she will take all necessary measures for the performance of those arrangements. (b) Contractual agreements with Shenzhen CA Shenzhen CA and certain of its shareholders holding in the aggregate 98.9% of the equity interest in Shenzhen CA entered into a series of contractual agreements with Zhang Tong Shun in August 2019, which were amended and restated in November 2019. These agreements contain terms substantially similar to the contractual arrangements among Shenzhen OneConnect, Shenzhen OneConnect Shareholders and Shenzhen OneConnect Technology described above. (c) Risks in relation to the VIEs In the opinion of the Company’s management, the Contractual Arrangements discussed above have resulted in the Company, Shenzhen OneConnect Technology and Zhang Tong Shun having the power to direct activities that most significantly impact the VIEs, including appointing key management, setting up operating policies, exerting financial controls and transferring profit or assets out of the VIEs at its discretion. The Company has the power to direct activities of the VIEs and can have assets transferred out of the VIEs under its control. Under the Contractual Agreements with the VIE, the Company can have the assets transferred out of the VIE and VIE’s subsidiaries, except for registered capital, capital reserve and PRC statutory reserves of the VIEs totaling RMB1,208 million and RMB1,254 million as of December 31, 2018 and 2019, respectively. Except for these amounts, there is no other asset of the VIE that can only be used to settle obligations of the VIE and VIE’s subsidiaries. Currently there is no contractual arrangement that could require the Company to provide additional financial support to the VIEs. As the Company is conducting its Internet‑related business mainly through the VIEs, the Company may provide such support on a discretional basis in the future, which could expose the Company to a loss. As the VIEs organized in the PRC were established as limited liability companies under PRC law, their creditors do not have recourse to the general credit of Shenzhen OneConnect Technology and Zhang Tong Shun for the liabilities of the VIEs, and Shenzhen OneConnect Technology and Zhang Tong Shun do not have the obligation to assume the liabilities of these VIEs. The Company determines that the Contractual Arrangements are in compliance with PRC law and are legally enforceable. However, uncertainties in the PRC legal system could limit the Group’s ability to enforce the Contractual Arrangements. On March 15, 2019, the Foreign Investment Law was formally passed by the thirteenth National People’s Congress and it will take effect on January 1, 2020. The Foreign Investment Law will replace the Law on Sino‑Foreign Equity Joint Ventures, the Law on Sino‑Foreign Cooperative Joint Ventures and the Law on Foreign‑Capital Enterprises to become the legal foundation for foreign investment in the PRC. The Foreign Investment Law stipulates certain forms of foreign investment. However, the Foreign Investment Law does not explicitly stipulate contractual arrangements such as those we rely on as a form of foreign investment. Notwithstanding the above, the Foreign Investment Law stipulates that foreign investment includes “foreign investors investing through any other methods under laws, administrative regulations or provisions prescribed by the State Council.’’ Future laws, administrative regulations or provisions prescribed by the State Council may possibly regard Contractual Arrangements as a form of foreign investment. If this happens, it is uncertain whether the Contractual Arrangements with the VIE and its shareholders would be recognized as foreign investment, or whether the Contractual Arrangements would be deemed to be in violation of the foreign investment access requirements. As well as the uncertainty on how the Contractual Arrangements will be handled, there is substantial uncertainty regarding the interpretation and the implementation of the Foreign Investment Law. The relevant government authorities have broad discretion in interpreting the law. Therefore, there is no guarantee that the Contractual Arrangements, the business of the VIEs and financial conditions of the Company will not be materially and adversely affected. The Company’s ability to control VIEs also depends on rights provided to Shenzhen OneConnect Technology and Zhang Tong Shun, under the Shareholder Voting Proxy Agreement, to vote on all matters requiring shareholder approval. As noted above, the Company believes Shareholder Voting Proxy Agreement is legally enforceable, but they may not be as effective as direct equity ownership. In addition, if the corporate structure of the Group or the Contractual Arrangements between the Shenzhen OneConnect Technology, and Zhang Tong Shun, the VIEs and their respective shareholders and subsidiaries were found to be in violation of any existing PRC laws and regulations, the relevant PRC regulatory authorities could: · revoke the Group’s business and operating licenses; · require the Group to discontinue or restrict its operations; · restrict the Group’s right to collect revenues; · block the Group’s websites; · require the Group to restructure the operations, re‑apply for the necessary licenses or relocate its businesses, staff and assets; · impose additional conditions or requirements with which the Group may not be able to comply; or · take other regulatory or enforcement actions against the Group that could be harmful to the Group’s business. The following are major financial statements amounts and balances of the Group’s VIEs and subsidiaries of VIEs (i.e. Shenzhen OneConnect, Shenzhen CA and their subsidiaries) of December 31, 2018 and 2019 and for the years ended December 31, 2017, 2018 and 2019. As at December 31, 2018 2019 RMB’000 RMB’000 Total current assets 5,200,044 5,108,805 Total non‑current assets 609,798 942,638 Total assets 5,809,842 6,051,443 Total current liabilities 5,679,863 6,844,076 Total non‑current liabilities 74,464 318,775 Total liabilities 5,754,327 7,162,851 For the year ended December 31, 2017 2018 2019 RMB’000 RMB’000 RMB’000 Total revenue 581,912 1,344,412 2,137,890 Net loss (605,733) (15,264) (1,284,223) Net cash used in operating activities (280,216) (649,200) (1,602,568) Net cash (used in)/generated from investing activities (125,741) (2,262,895) 552,837 Net cash generated from financing activities 744,309 2,606,830 1,173,363 Net increase/(decrease) in cash and cash equivalents 338,352 (305,265) 123,632 Cash and cash equivalents, beginning of the year 78,158 416,510 111,245 Cash and cash equivalents, end of the year 416,510 111,245 234,877 The above financial statements amounts and balances have included intercompany transactions which have been eliminated on the Company’s consolidated financial statements. As of December 31, 2018 and 2019, the total assets of Group’s VIEs were mainly consisting of cash and cash equivalents, trade receivable, contract assets, prepayments and other receivables, financial assets at fair value through profit or loss, property and equipment, intangible assets and deferred tax assets. As of December 31, 2018 and 2019, the total liabilities of VIEs were mainly consisting of trade and other payable, payroll and welfare payables, contract liabilities and short‑term borrowings. |
Summary of significant accounti
Summary of significant accounting policies | 12 Months Ended |
Dec. 31, 2019 | |
Summary of significant accounting policies | |
Summary of significant accounting policies | 2 Summary of significant accounting policies The principal accounting policies applied in the preparation of the consolidated financial statements are set out below. These policies have been consistently applied to all the years presented unless otherwise stated. 2.1 Basis of preparation Immediately prior to and after the Recapitalization, the Listing Business is held by Shanghai OneConnect. Pursuant to the Recapitalization, Shanghai OneConnect and the Listing Business are transferred to and controlled by the Company. The Company and those companies newly set up during the Recapitalization have not been involved in any other business prior to the Recapitalization and their operations do not meet the definition of a business. The Recapitalization is merely a recapitalization of the Listing Business with no change in management of such business and the ultimate owners of the Listing Business remain the same. Accordingly, the Group resulting from the Recapitalization is regarded as a continuation of the Listing Business conducted under Shanghai OneConnect. The consolidated financial statements of the Group has been prepared and presented using the carrying amounts of the income, expenses, assets and liabilities of the consolidated financial statements of Shanghai OneConnect for all periods presented. The consolidated financial statements of the Group have been prepared in accordance with International Financial Reporting Standards (“IFRSs”) issued by the International Accounting Standards Board (“IASB”). The consolidated financial statements have been prepared under the historical cost convention, as modified by the revaluation of financial assets at fair value through other comprehensive income, financial assets at fair value through profit or loss and derivative financial liabilities, which are carried at fair value and subsequent changes are recognized in the statement of comprehensive income. The preparation of the consolidated financial statements in conformity with IFRSs requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 3 below. Recent accounting pronouncements (a) New and amended standards and interpretations adopted by the Group The group has applied the following standards and amendments for the first time for their annual reporting period commencing January 1, 2019: · Prepayment Features with Negative Compensation – Amendments to IFRS 9 · Long-term Interests in Associates and Joint Ventures – Amendments to IAS 28 · Annual Improvements to IFRS Standards 2015 – 2017 Cycle · Plan Amendment, Curtailment or Settlement – Amendments to IAS 19 · Interpretation 23 Uncertainty over Income Tax Treatments. The amendments listed above did not have any impact on the amounts recognized in prior periods and are not expected to significantly affect the current or future periods. (b) New standards and amendments to standards and interpretations not yet adopted A number of new standards and amendments to standards and interpretations have been issued but not effective during the years ended December 31, 2019 and have not been early adopted by the Group in preparing these consolidated financial statements: Effective for annual Amendments to IFRS 10 and IAS 28 Sale or contribution of assets between an investor and its associate or joint venture To be determined Conceptual Framework for Financial Reporting 2018 Revised Conceptual Framework for Financial Reporting January 1, 2020 Amendments to IAS 1 and IAS 8 Definition of Material January 1, 2020 Amendments to IFRS 3 Definition of a Business January 1, 2020 IFRS 17 Insurance Contracts January 1, 2023 The above new standards, new interpretations and amended standards are not expected to have a material impact on the consolidated financial statements of the Group. 2.2 Principles of consolidation and equity accounting 2.2.1 Subsidiaries Subsidiaries are all entities (including structured entities or VIEs as stated in Note 1.2 above) over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the group. They are deconsolidated from the date that control ceases. Intercompany transactions, balances and unrealized gains on transactions between group companies are eliminated. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the transferred asset. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group. Non‑controlling interests in the results and equity of subsidiaries are shown separately in the consolidated statements of comprehensive income, consolidated statement of changes in equity and consolidated balance sheet, respectively. 2.2.2 Investments accounted for using the equity method (i) Associate An associate is an entity over which the Group has significant influence but not control, generally accompanying a shareholding of between 20% and 50% of the voting rights. Significant influence could be demonstrated for an investment of less than 20%, for example, by representation on the board of directors or equivalent governing body of the investee. Investments in associates are accounted for using the equity method of accounting. (ii) Joint ventures Investments in joint arrangements are classified as either joint operations or joint ventures. The classification depends on the contractual rights and obligations of each investor, rather than the legal structure of the joint arrangement. Investments in joint ventures are accounted for using the equity method. Under the equity method, the investment is initially recognized at cost, and the carrying amount is increased or decreased to recognize the investor’s share of the profit or loss of the investee after the date of acquisition. The Group's investment accounted for using the equity method include goodwill identified on acquisition. Upon the acquisition of the ownership interest in an associate or a joint venture, any difference between the cost of the investment accounted for using the equity method and the Group’s share of the net fair value of the investment’s identifiable assets and liabilities is accounted for as goodwill. If the ownership interest in an associate or a joint venture is reduced but significant influence is retained, only a proportionate share of the amounts previously recognized in other comprehensive income is reclassified to profit or loss where appropriate. The Group's share of post-acquisition profit or loss is recognized in the consolidated statement of comprehensive income, and its share of post-acquisition movements in other comprehensive income is recognized in other comprehensive income with a corresponding adjustment to the carrying amount of the investment. When the Group's share of losses in investment accounted for using the equity method equals or exceeds its interest in the investment, including any other unsecured receivables, the Group does not recognize further losses, unless it has incurred legal or constructive obligations or made payments on behalf of the investment. The Group determines at each reporting date whether there is any objective evidence that the investment accounted for using the equity method is impaired. If this is the case, the Group calculates the amount of impairment as the difference between the recoverable amount of the investment and its carrying value and recognizes the amount adjacent to “share of loss of associate and joint venture” in the consolidated statement of comprehensive income. Profits and losses resulting from upstream and downstream transactions between the Group and its investment accounted for using the equity method are recognized in the Group’s financial statements only to the extent of unrelated investor’s interests in the investment. Unrealized losses are eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates have been changed where necessary to ensure consistency with the policies adopted by the Group. Gain or losses on dilution of equity interest in the investment accounted for using the equity method are recognized in the consolidated statement of comprehensive income. 2.3 Structured Entities A structured entity is an entity that has been designed so that voting or similar rights are not the dominant factor in deciding who controls the entity, such as when any voting rights relate to administrative tasks only, and the relevant activities are directed by means of contractual or related arrangements. The Group determines whether it is an agent or a principal in relation to those structured entities in which the Group acts as an asset manager on management’s judgement. If an asset manager is agent, it acts primarily on behalf of others and so does not control the structured entity. It may be principal if it acts primarily for itself, and therefore controls the structured entity. With respect to the PRC Operating Entities, the Group acts as a principal and the determination of the consolidation of PRC Operating Entities is set out in Note 1.2. The unconsolidated structured entities in which the Group acts as an asset manager is set out in Note 34. 2.4 Business combination Except for business combinations under common control, the Group applies the acquisition method to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred to the former owners of the acquiree and the equity interests issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. The Group recognizes any non‑controlling interest in the acquiree on an acquisition‑by‑acquisition basis. Non‑controlling interests in the acquiree that are present ownership interests and entitle their holders to a proportionate share of the entity’s net assets in the event of liquidation are measured at either fair value or the present ownership interests’ proportionate share in the recognized amounts of the acquiree’s identifiable net assets. All other components of non‑controlling interests are measured at their acquisition date fair value, unless another measurement basis is required by IFRS. Acquisition‑related costs are expensed as incurred. If the business combination is achieved in stages, the acquisition date carrying value of the acquirer’s previously held equity interest in the acquiree is re‑measured to fair value at the acquisition date; any gains or losses arising from such re‑measurement are recognized in profit or loss. Any contingent consideration to be transferred by the Group is recognized at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration that is deemed to be an asset or liability is recognized in profit or loss. Contingent consideration that is classified as equity is not remeasured, and its subsequent settlement is accounted for within equity. The excess of the consideration transferred, the amount of any non‑controlling interest in the acquiree and the acquisition‑date fair value of any previous equity interest in the acquiree over the fair value of the identifiable net assets acquired is recorded as goodwill. If the total of consideration transferred, non‑controlling interest recognized and previously held interest measured is less than the fair value of the net assets of the subsidiary acquired in the case of a bargain purchase, the difference is recognized directly in the income statement. Intra‑group transactions, balances and unrealized gains on transactions between group companies are eliminated. Unrealized losses are also eliminated. When necessary, amounts reported by subsidiaries have been adjusted to conform with the Group’s accounting policies. 2.5 Segment reporting Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision makers, who are responsible for allocating resources and assessing performance of the operating segments and making strategic decisions. The Group’s chief operating decision makers have been identified as the executive directors of the Company, who review the consolidated results of operations when making decisions about allocating resources and assessing performance of the Group as a whole. For the purpose of internal reporting and management’s operation review, the chief operating decision‑makers and management personnel do not segregate the Group’s business by product or service lines. Hence, the Group has only one operating segment. In addition, the Group does not distinguish between markets or segments for the purpose of internal reporting. As the Group’s assets and liabilities are substantially located in the PRC, substantially all revenues are earned and substantially all expenses incurred in the PRC, no geographical segments are presented. 2.6 Foreign currency translation Functional and presentation currency Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The functional currency of the Company is the United States dollar (“US$”). RMB is the functional currency of the subsidiaries in PRC. As the major operations of the Group are within the PRC, the directors of the Company have chosen to present the Group’s financial statements in RMB (the presentation currency). Transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at year end exchange rates are generally recognized in the consolidated statements of comprehensive income. Foreign exchange gains and losses that relate to borrowings are presented in the consolidated statements of comprehensive income, within finance costs. All other foreign exchange gains and losses are presented in the consolidated statements of comprehensive income on a net basis within other income, gains or loss - net. Non‑monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. Translation differences on assets and liabilities carried at fair value are reported as part of the fair value gain or loss. For example, translation differences on non‑monetary assets and liabilities such as equities held at fair value through profit or loss are recognized in profit or loss as part of the fair value gain or loss and translation differences on non‑monetary assets such as equities classified as fair value through other comprehensive income are recognized in other comprehensive income. Group companies The results and financial position of foreign operations (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows: · assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet · income and expenses for each statement of profit or loss and statement of comprehensive income are translated at average exchange rates (unless this is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions), and · all resulting exchange differences are recognized in other comprehensive income. On consolidation, exchange differences arising from the translation of any net investment in foreign entities, and of borrowings and other financial instruments designated as hedges of such investments, are recognized in other comprehensive income. When a foreign operation is sold or any borrowings forming part of the net investment are repaid, the associated exchange differences are reclassified to profit or loss, as part of the gain or loss on sale. 2.7 Property and equipment Property and equipment are stated at historical cost less depreciation. Historical cost includes expenditure that is directly attribute to the acquisition of the items. Depreciation on property and equipment is calculated using the straight‑line method to allocate their cost to their residual values over their estimated useful lives or, in case of a leasehold improvements, the shorter lease term as follows: Category Expected useful life Office and telecommunication equipment 3-5 years Leasehold improvements 5 years The assets’ residual values and useful lives are reviewed, and adjusted quarterly if appropriate, at the end of each reporting period. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognized within ‘Other income, gains or loss - net’ in the consolidated statements of comprehensive income. 2.8 Intangible assets The Group’s intangible assets include application and platform, purchased software, development cost in progress, goodwill and others. Intangible assets can be recognized only when future economic benefits expected to be obtained from the use of the item will flow into the Group and its cost can be measured reliably. Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business combination is the fair value as at the date of acquisition. Costs associated with maintaining application and platform are recognized as an expense as incurred. Development costs that are directly attributable to the development and testing of identifiable application and platform controlled by the Group are recognized as intangible assets when the following criteria are met: · it is technically feasible to complete the application and platform so that it will be available for use · management intends to complete the application and platform and use or sell it · there is an ability to use or sell · it can be demonstrated how the application and platform will generate probable future economic benefits · adequate technical, financial and other resources to complete the development and to use or sell the application and platform are available, and · the expenditure attributable to the application and platform during its development can be reliably measured. Directly attributable costs that are capitalized include employee costs, technology service fee and an appropriate portion of relevant overheads. Research expenditure and development expenditure that do not meet the criteria above are recognized as an expense as incurred. Development costs previously recognized as an expense are not recognized as an asset in a subsequent period. Capitalized development costs are recorded as intangible assets and amortized from the point at which the asset is ready for use. The useful lives of intangible assets are assessed by the period of bringing economic benefits for the Group. The useful lives of intangible assets are set as follows: Expected useful life Application and platform 3 ‑ 10 years Purchased software 3 ‑ 5 years License 3 ‑ 5 years Intangible assets with finite lives are subsequently amortized on the straight‑line basis over the useful economic life. The amortization period and the amortization method for an intangible asset with a finite useful life are reviewed, and adjusted if appropriate, at least at each year end. Intangible assets with indefinite useful lives are not amortized, but are subject to annual impairment assessment. 2.9 Impairment of non‑financial assets The Group assesses at each reporting date whether there is an indication that a non‑financial asset other than deferred tax assets may be impaired. If any such indication exists, or when annual impairment testing for a non‑financial asset is required, the Group makes an estimate of the asset’s recoverable amount. A non‑financial asset’s recoverable amount is the higher of the asset’s or cash‑generating unit’s fair value less costs to sell and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets, in which case the recoverable amount is determined for the cash‑generating unit to which the asset belongs. Where the carrying amount of a non‑financial asset exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs to disposal, an appropriate valuation model is used. These calculations are corroborated by valuation multiples, quoted share prices for publicly traded subsidiaries or other available fair value indicators. For non‑financial assets other than goodwill, an assessment is made at each reporting date as to whether there is any indication that previously recognized impairment losses may no longer exist or may have decreased. If such an indication exists, the Group makes an estimate of the recoverable amount. A previously recognized impairment loss is reversed only if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognized. If that is the case, the carrying amount of the asset is increased to its recoverable amount. That increased amount cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognized for the asset in prior years. Such a reversal is recognized in the statement of comprehensive income. Goodwill is reviewed for impairment, annually or more frequently if events or changes in circumstances indicate that the carrying value may be impaired. Impairment is determined by assessing the recoverable amount of the cash‑generating unit (or group of cash‑generating units), to which the goodwill relates. The recoverable amount is the higher of its fair value less costs of disposal and its value‑in‑use, determined on an individual asset (or cash‑generating unit) basis, unless the individual asset (or cash‑generating unit) does not generate cash flows that are largely independent from those of other assets or groups of assets (or groups of cash‑generating units). Impairment losses recognized in relation to goodwill are not reversed for subsequent increases in its recoverable amount. Intangible assets with indefinite useful lives and development costs in progress are tested for impairment annually at each year end either individually or at the cash‑generating unit level, as appropriate. 2.10 Financial assets Classification The Group classifies its financial assets in the following measurement categories: · those to be measured subsequently at fair value (either through other comprehensive income, or through profit or loss), and · those to be measured at amortized cost. The classification depends on the entity’s business model for managing the financial assets and the contractual terms of the cash flows. For assets measured at fair value, gains and losses will either be recorded in profit or loss or other comprehensive income. For investments in debt instruments, this will depend on the business model in which the investment is held and the cash flow characteristics of the asset. For investments in equity instruments, this will depend on whether the Group has made an irrevocable election at the time of initial recognition to account for the equity investment at fair value through other comprehensive income. The Group reclassifies debt investments when and only when its business model for managing those assets changes. Recognition and measurement At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at fair value through profit or loss are expensed in the consolidated statement of comprehensive income. (a) Debt instruments Subsequent measurement of debt instruments depends on the Group’s business model for managing the asset and the cash flow characteristics of the asset. There are three measurement categories into which the Group classifies its debt instruments: · Amortized cost: Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortized cost. Interest income from these financial assets is included in finance income using the effective interest rate method. Any gain or loss arising on derecognition is recognized directly in in profit or loss and presented in other income, gains or loss together with foreign exchange gains and losses. Impairment losses are presented in the consolidated statements of comprehensive income. · Fair value through other comprehensive income (“FVOCI”): Assets that are held for collection of contractual cash flows and for selling the financial assets, where the assets’ cash flows represent solely payments of principal and interest, are measured at FVOCI. Movements in the carrying amount are taken through OCI, except for the recognition of impairment gains or losses, interest income and foreign exchange gains and losses which are recognized in profit or loss. When the financial asset is derecognized, the cumulative gain or loss previously recognized in OCI is reclassified from equity to profit or loss and recognized in other income, gains or loss. Interest income from these financial assets is included in finance income using the effective interest rate method. Foreign exchange gains and losses are presented in other income, gains or loss and impairment expenses are presented in the statement of profit or loss. · Fair value through profit or loss (“FVPL”): Assets that do not meet the criteria for amortized cost or FVOCI are measured at FVPL. A gain or loss on a debt investment that is subsequently measured at FVPL is recognized in in profit or loss and presented net within other income, gains or loss in the period in which it arises. (b) Equity instruments The Group subsequently measures all equity investments at fair value. Where the Group’s management has elected to present fair value gains and losses on equity investments in other comprehensive income, there is no subsequent reclassification of fair value gains and losses to profit or loss following the derecognition of the investment. Dividends from such investments continue to be recognized in profit or loss. Changes in the fair value of financial assets at fair value through profit or loss are recognized in profit or loss. Impairment losses (and reversal of impairment losses) on equity investments measured at FVOCI are not reported separately from other changes in fair value. (c) Impairment The group assesses on a forward looking basis the expected credit losses associated with its debt instruments carried at amortized cost and FVOCI. The impairment methodology applied depends on whether there has been a significant increase in credit risk. Expected credit loss refers to the weighted average amount of credit loss of financial instruments based on the probability of default. Credit loss refers to the difference between all contractual cash flows receivable and all cash flows that the entity expects to receive, discounted at the original effective interest rate. For trade receivables and contract assets, the Group applies the simplified approach permitted by IFRS 9, which requires expected lifetime losses to be recognized from initial recognition of the assets. The impairment matrix is determined based on historical observed default rates over the expected life of the contract assets and trade receivables with similar credit risk characteristics and is adjusted for forward‑looking estimates. At every reporting date the historical observed default rates are updated and changes in the forward‑looking estimates are analysed. Impairment on other receivables are measured as either 12‑month expected credit losses or lifetime expected credit losses, depending on whether there has been a significant increase in credit risk since initial recognition. If a significant increase in credit risk of a receivable has occurred since initial recognition, then impairment is measured as lifetime expected credit losses. Offsetting financial instruments Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right to offset the recognized amounts and there is an intention to settle on a net basis or realize the asset and settle the liability simultaneously. The legally enforceable right must not be contingent on future events and must be enforceable in the normal course of business and in the event of default, insolvency or bankruptcy of the company or the counterparty. 2.11 Financial guarantee contracts Financial guarantee payables Financial guarantee contracts are recognized as a financial liability at the time the guarantee is issued. The liability is initially measured at fair value and subsequently at the higher of · the amount determined in accordance with the expected credit loss model under IFRS 9 Financial Instruments and · the amount initially recognized less, where appropriate, the cumulative amount of income recognized in accordance with the principles of IFRS 15 Revenue from Contracts with Customers. Given that the Group is released from the underlining risk related to the guarantee throughout the term of the loan as the borrower repays the loan on monthly basis, guarantee income is recognized on a pro rata basis over the term of the loan. The fair value of financial guarantees is determined based on the present value of the difference in cash flows between the contractual payments required to be paid by the borrower to the lender under the debt instrument and the payments that would be required paid by the borrower to the lender without the guarantee, or the estimated amount that would be payable to a third party for assuming the obligations. Financial guarantee fee receivables Financial guarantee fee receivables are financial assets recognized relates to fees attributable to the guarantee that are collected from the borrower over the term of guarantee period, which is the term of loan. They are initially measured at the fair value of the corresponding financial guarantee liabilities at inception of the underlying loans, and subsequently measured at amortized cost using the effective interest method to unwind the financing impact, resulting in interest being recognized in the statement of comprehensive income/(loss). At each 2.12 Trade receivables Trade receivables are amounts due from customers for products sold or services performed in the ordinary course of business. If collection of trade and other receivables is expected in one year or less, they are classified as current assets. If not, they are presented as non‑current assets. Trade receivables are recognized initially at the amount of consideration that is unconditional unless they contain significant financing components, when they are recognized at fair value. The group holds the trade receivables with the objective to collect the |
Critical accounting estimates a
Critical accounting estimates and judgments | 12 Months Ended |
Dec. 31, 2019 | |
Critical accounting estimates and judgments | |
Critical accounting estimates and judgments | 3 Critical accounting estimates and judgments The Group makes estimates and judgments that affect the reported amounts of revenues, expenses, assets and liabilities in these financial statements. Estimates and judgments are continually assessed based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In the process of applying the Group’s accounting policies, management has made the following judgments and accounting estimation, which have the most significant effect on the amounts recognized in the financial statements. (a) Multiple performance obligations The Group considers implementation and post‑implementation support services as distinct performance obligations (Note 2.20 (a)), and the business origination and post‑lending management services as distinct performance obligations (Note 2.20 (b)). However, the Group does not provide these services separately, and the third‑party evidence of selling price does not exist either, as public information is not available regarding the amount of fees competitors charge for these services. As a result, the Group uses the expected-cost-plus-a-margin approach to determine its best estimate of selling prices of the different deliverables as the basis for allocation. When estimating the selling prices, the Group considers the costs related to such services, profit margin, customer demand, effect of competition, and other market factors, if applicable. (b) Estimation of variable consideration The total consideration for business origination service and post‑lending management service provided by the Group to financial institution lenders is variable. Under guarantee model, the fee rate is fixed and the variability is mainly related to the prepayment risk of borrowers that the borrower can early repay the loans and the monthly service fee for the remaining period will be waived. Under non‑guarantee model, the fee includes a fixed component and a variable component which depends on the performance of portfolios of the underlying loans, therefore the variability is mainly related to actual default rates of portfolios of the loans, as well as the prepayment risk. Variable fees are included as part of the total transaction price to the extent that it is highly probable that a significant reversal of the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable fee is subsequently resolved. The Group considers estimated prepayment risk and estimated default risk in determining its transaction price, using the expected value approach on the basis of historical information and current trends of prepayments and default. Further, given the service fees are collected over the typical loan term of 36 months, the transaction price is calculated as the present value of all probable collections, discounted using a discount rate that reflects the customers’ credit worthiness. During the year ended December 31, 2019, no revenue was recognized in relation to performance based fees because it is not highly probable that actual default rates of the portfolio of the underlying loans would be lower than the threshold rate which enable the Group to charge performance based fees. Based on the actual default rate information as at December 31, 2019, no performance based fees is expected to be recognized over the remaining terms of the underlying loan portfolios. (c) Recognition of share‑based compensation expenses As mentioned in Note 25, an equity‑settled share‑based compensation plan was granted to the employees. The directors have used the Binomial option‑pricing model to determine the grant date fair value of the options granted to employees, which is to be expensed over the vesting period. Significant estimate on assumptions, such as the underlying equity value, risk‑free interest rate, expected volatility and dividend yield, is required to be made by the directors in applying the Binomial option‑pricing model. In addition, The Group is required to estimate the percentage of grantees that will remain in employment with the Group and if the performance conditions for vesting will be met at the end of the vesting period. The Group only recognizes an expense for those share options expected to vest over the vesting period. (d) Estimation of the useful life of intangible asset As at December 31, 2019, the carrying amount of application and platform was RMB432,743,000 (2018: RMB306,979,000 ). The Group estimates the useful life of the application and platform to be at least 3 years based on the expected technical obsolescence of such assets. However, the actual useful life may be shorter or longer than 3 years, depending on technical innovations and competitor actions. If it were only 2 years, the carrying amount would be RMB270,133,000 as at December 31, 2019. If the useful life were estimated to be 5 years, the carrying amount would be RMB562,831,000. (e) Capitalization of development costs Costs incurred in upgrading existing application and platform (primarily relating to upgrade of the existing features or additions of new features/modules) and developing new application and platform are capitalized as intangible assets when recognition criteria as detailed in Note 2.8 are fulfilled. Management has applied its professional judgement in determining whether these application and platform could generate probable future economic benefits to the Group based on the historical experience of the existing products and the prospects of the markets. Any severe change in market performance or technology advancement will have an impact on the development costs capitalized. (f) Income taxes The Group is subject to income taxes in numerous jurisdictions. Judgement is required in determining the provision for income taxes. The recognition of deferred tax assets is based upon whether it is more likely than not that sufficient and suitable taxable profits will be available in the future against which the deductible temporary difference can be utilized. To determine the future taxable profits, reference is made to the latest available profit forecasts. Where the temporary difference is related to losses, relevant tax law is considered to determine the availability of the losses to offset against the future taxable profits. Significant items on which the Group has exercised accounting judgment include recognition of deferred tax assets in respect of tax losses. Recognition of the deferred tax assets involves judgment regarding the future financial performance of the Group. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact current income tax and deferred income tax in the period in which such determination is made. (g) Impairment of intangible assets including goodwill The Group is required to test goodwill and intangible assets not ready for use on an annual basis. Other intangible assets are tested whenever events or changes in circumstances indicate that the carrying amount of those assets exceeds its recoverable amount. Intangible assets are tested for impairment based on the recoverable amount of the CGU to which these assets are related. The recoverable amount is determined based on the higher of fair value less costs to sell and value in use. Determination of the value in use is an area involving management judgment in order to assess whether the carrying value of intangible assets can be supported by the net present value of future cash flows. In calculating the net present value of the future cash flows, certain assumptions are required to be made in respect of highly uncertain areas including management’s expectations of (i) future unlevered free cash flows; (ii) long‑term growth rates; and (iii) the selection of discount rates to reflect the risks involved. The management of the Group consider that no impairment charge was required after performing the impairment assessment for the years ended December 31, 2017, 2018 and 2019. (h) Impairment of financial assets measured at amortized costs The Group applies expected credit losses model in measuring impairment of trade receivables, contract assets and other receivables. The expected loss rates are based on the Group’s past loss experiences, existing market conditions as well as forward looking estimates at the end of each reporting periods. Details of the methodology and key inputs used are disclosed in Note 4.1(b). (i) Measurement of financial guarantee liability The financial guarantee liability is initially recognized at fair value. The fair value is determined by the Group using a discounted cash flow method, and takes into account the timing and amount of expected payouts under the guarantee based on historical loss data, and other observable data such as the amount that are charged by other market participants to issue similar guarantees in a standalone arm’s length transaction. The discount rates adopted take into account time value of the money as well as an adjustment for the Group’s credit worthiness. Subsequent to initial recognition, the guarantee liabilities are measured at the higher of the amount determined in accordance with the expected credit loss model under IFRS 9 Financial Instruments and the amount initially recognized less, where appropriate, the cumulative amount of income recognized in accordance with the principles of IFRS 15 Revenue from Contracts with Customers. The measurement of the expected credit loss of the underlying guaranteed loans takes into account the historical loss record of the Group and those of other comparable companies in the market/industry, current and forward looking economics conditions. (j) Consolidation of VIEs As disclosed in Note 1.2, the Group exercises control over the VIEs and has the right to recognize and receive substantially all the economic benefits through the Contractual Arrangements. The Group considers that it controls the VIEs notwithstanding the fact that it does not hold direct equity interests in the VIEs, as it has power over the financial and operating policies of the VIEs and receive substantially all the economic benefits from the business activities of the VIEs through the Contractual Arrangements. Accordingly, all these VIEs are accounted for as controlled structured entities and their financial statements have also been consolidated by the Company. (k) Allocation of amortization of intangible assets between cost of revenue and research and development expenses Intangible assets of the Company are mainly used in provision of services to customers and therefore amortization of the Company is recognized as cost of revenue, except that platform and application with an original cost of RMB690,910,000 contributed by Ping An Group has been used in the provision of services to customers and concurrently been used as the foundation to research and develop new or upgraded products and services. With the assistance of a third party valuation firm, the original cost of RMB690,910,000 of platform and application contributed by Ping An Group is split into two components. The first component of RMB591,650,000 is arrived at based on a discounted cash flow valuation assuming that the Company had obtained the license to use the platform but had not obtained intellectual property rights of the platform and thus no revenue would be generated from new products in the future. The other component of RMB99,260,000 is considered as the value related to the potential of intellectual property rights (such as software codes) which are to be used in research and development activities. The amortization of platform and application with an original cost of RMB690,910,000 contributed by Ping An Group is then allocated to cost of revenue and research and development expenses based on the ratio of the above two components. Significant judgement, in particular the disaggregation of cash flow between the two components, have been made by the Company in arriving at the valuation of two components based on which the related amortization is allocated to cost of revenue and research and development expenses. |
Management of financial risk
Management of financial risk | 12 Months Ended |
Dec. 31, 2019 | |
Management of financial risk | |
Management of financial risk | 4 Management of financial risk The Group’s activities 4.1 Financial risk factors (a) Market risk Currency risk Foreign currency risk is the risk of loss resulting from changes in foreign currency exchange rates. Fluctuations in exchange rates between the RMB and other currencies in which the Group conducts business may affect its financial position and results of operations. The foreign currency risk assumed by the Group mainly comes from movements in the USD/RMB exchange rates. The Company and overseas intermediate holding companies’ functional currency is USD. They are mainly exposed to foreign exchange risk arising from their cash and cash equivalents and loans to group companies dominated in RMB. The Group has entered into spot‑forward USD/RMB currency swaps to hedge certain portion of its exposure to foreign currency risk arising from loans to group companies denominated in RMB. Under the Group’s policy, the critical terms of the swaps must substantially align with the hedge items. The subsidiaries of the Group are mainly operates in mainland China with most of the transactions settled in RMB. The Group considers that the business in mainland China is not exposed to any significant foreign exchange risk as there are no significant financial assets or liabilities of the these subsidiaries denominated in the currencies other than the respective functional currency. The analysis below is performed for reasonably possible movements in key variables with all other variables held constant, showing the post‑tax impact on profit and equity. At December 31, At December 31, 2018 2019 2018 2019 Impact on post tax Impact on other profit components of equity RMB’000 RMB’000 RMB’000 RMB’000 USD+5% 20,636 21,776 240,809 326,722 USD−5% (20,636) (21,776) (240,809) (326,722) Interest rate risk Interest rate risk is the risk that the value/future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Floating rate instruments expose the Group to cash flow interest rate risk, whereas fixed rate instruments expose the Group to fair value interest risk. The Group is exposed to interest rate risk primarily in relation to term deposits and short‑term borrowings. The Group generally assumes borrowings to fund working capital requirements. The risk is managed by the Group by matching the terms of interest rates of term deposits and short‑term borrowings. As at December 31, 2018 and 2019, the Group’s borrowings were mainly carried at fixed rates and mature in one year, which did not expose the Group to significant interest rate risk. (b) Credit risk (i) Credit risk management The Group’s credit risk is mainly associated with cash and cash equivalents, restricted cash, trade receivables, contract assets, other receivables and financial guarantee contracts. The carrying amounts of each class of the above financial assets represent the Group’s maximum exposure to credit risk in relation to financial assets except for the financial guarantee as disclosed in Note 4.1 (b) (ii). To manage this risk arising from cash and cash equivalents and restricted cash, the Group mainly transacts with state‑owned or reputable financial institutions in the PRC and reputable international financial institution outside the PRC. The Group considers that there is no significant credit risk and the Group will not suffer any material losses due to the default of these financial institutions. The Group’s trade receivables and contract assets mainly come from customers. The Group mitigates the credit risk by assessing the credit quality, setting a shorter credit period or arranging the instalment payment and prepayment method. The impairment loss allowance for trade receivables and contract assets are disclosed in Note 18 and Note 5. For other receivables (except for financial guarantee fee receivables), management make periodic collective assessments as well as individual assessment on the recoverability based on historical settlement records and forward looking information. For financial guarantee contracts and relevant financial guarantee fee receivables as disclosed in Note 2.20, the Group has ceased providing financial guarantee before the end of January 2018. Management reviews the financial guarantee contracts and financial guarantee fee receivables collectively at each reporting date to ensure that adequate allowance for impairment losses and relevant liabilities are made. (ii) ECL measurement For financial assets whose impairment losses are measured using expected credit loss (“ECL”) model, the Group assesses whether their credit risk has increased significantly since their initial recognition, and applies a three‑stage impairment model to calculate their impairment allowance and recognize their ECL, as follows: Stage 1: If the credit risk has not increased significantly since its initial recognition, the financial asset is included in stage 1. Stage 2: If the credit risk has increased significantly since its initial recognition but is not yet deemed to be credit‑impaired, the financial instrument is included in stage 2. The description of how the Group determines when a significant increase in credit risk has occurred is disclosed in the following section of “judgement of significant increase in credit risk”. Stage 3: If the financial instruments is credit‑impaired, the financial instrument is included in stage 3. The definition of credit‑impaired financial assets is disclosed in the following section of “the definition of credit‑impaired assets”. The Group considers the credit risk characteristics of different financial instruments when determining if there is significant increase in credit risk. For financial instruments with or without significant increase in credit risk, 12‑month or lifetime expected credit losses are provided respectively. The expected credit loss is the result of discounting the product of Exposure at Default, Probabilities of Default and Loss given Default. According to whether the credit risk has increased significantly or whether the assets have been impaired, the Group measures the impairment loss allowance with the expected credit losses of 12‑month or the lifetime due to the credit risk characteristics of different assets. The Group applies the IFRS 9 simplified approach in measuring expected credit losses which uses a lifetime expected impairment loss allowance for all trade receivables and contract assets of implementation service. Judgement of significant increase in credit risk (“SICR”) Under IFRS 9, when considering the impairment stages for financial assets, the Group evaluates the credit risk at initial recognition and also whether there is any significant increase in credit risk for each reporting period. The Group set quantitative and qualitative criteria to judge whether there has been a SICR after initial recognition. The judgement criteria mainly includes the Probabilities of Default changes of the debtors, changes of credit risk categories and other indicators of SICR, etc.. In the judgement of whether there has been a SICR after initial recognition, the Group has not rebutted the 30 days past due as presumption of SICR. The definition of credit‑impaired assets Under IFRS 9, in order to determine whether credit impairment occurs, the defined standards adopted by the Group are consistent with the internal credit risk management objectives for relevant financial assets while considering quantitative and qualitative indicators. When the Group assesses whether the debtor has credit impairment, the following factors are mainly considered: · The debtor has overdue more than 90 days after the contract payment date · The debtor has significant financial difficulties · The debtor is likely to go bankrupt or other financial restructuring · The lender gives the debtor concessions for economic or contractual reasons due to the debtor’s financial difficulties, where such concessions are normally reluctant to be made by the lender The credit impairment of financial assets may be caused by the joint effects of multiple events, and may not be caused by separately identifiable event. Forward‑looking information The historical loss rates are adjusted to reflect current and forward‑looking information on macroeconomic factors affecting the ability of the debtors to settle the receivables. The Group has identified the Gross Domestic Product (“GDP”) to be the most relevant factor, and accordingly adjusts the historical loss rates based on expected changes in these factors. Credit risk exposure Without considering the impact of collateral and other credit enhancement, for on‑balance sheet assets, the maximum exposures are based on net carrying amounts as reported in the consolidated financial statements. (1) Trade receivables and contract assets To measure the expected credit losses, trade receivables and contract assets of implementation service have been grouped based on shared credit risk characteristics and the ageing analysis. The contract assets relate to unbilled work in progress and have substantially the same risk characteristics as the trade receivables for the same types of contracts. The Group has therefore concluded that the expected loss rates for trade receivables are a reasonable approximation of the loss rates for the contract assets. The impairment loss allowance was determined as follows: As at December 31, 2018 Related Up to 1 year to 2 year to Above 3 parties 1 year 2 year 3 year years Total Expected loss rate — 2.32 % 9.71 % 25.00 % 86.36 % 3.55 % Gross carrying amount of trade receivables 145,468 124,191 1,499 193 2,815 274,166 Gross carrying amount of contract assets of implementation service — 82,791 6,749 643 5,665 95,848 Loss allowance —Trade receivables — 647 126 48 2,815 3,636 —contract assets of implementation service* — 4,148 675 161 4,508 9,492 — 4,795 801 209 7,323 13,128 As at December 31, 2019 Related Up to 1 year to 2 year to Above parties 1 year 2 year 3 year 3 years Total Expected loss rate — 4.93 % 13.80 % 26.37 % 96.75 % 5.04 % Gross carrying amount of trade receivables 283,186 441,632 6,845 1,808 4,533 738,004 Gross carrying amount of contract assets of implementation service 12,758 113,386 37,014 3,001 7,133 173,292 Loss allowance —Trade receivables — 21,028 1,823 518 4,512 27,881 —contract assets of implementation service* — 6,307 4,231 750 6,775 18,063 — 27,335 6,054 1,268 11,287 45,944 * Movements in the impairment loss allowance of contract assets of implementation service are as follows: For the year ended December 31, 2017 2018 2019 RMB’000 RMB’000 RMB’000 Beginning of the year — — (9,492) Additions of impairment loss — — (7,592) Reversal of impairment loss — 538 — Addition from acquisition of subsidiary — (10,030) (979) End of the year — (9,492) (18,063) The impairment loss allowance of contract assets of transaction based and support service was determined as follows: As at December 31, 2018 2019 RMB’000 RMB’000 Gross carrying amount Stage 1 111,934 98,364 Stage 2 451 499 112,385 98,863 Loss allowance * Stage 1 1,653 1,421 Stage 2 307 397 1,960 1,818 * Movements in the impairment loss allowance of contract assets of transaction based and support service are as follows: For the year ended December 31, 2017 2018 2019 RMB’000 RMB’000 RMB’000 Beginning of the year — — (1,960) Additions of impairment loss — (2,826) (6,741) Addition from acquisition of subsidiary — (476) (570) Reversal of impairment loss — — 151 Write‑off — 1,342 7,302 End of the year — (1,960) (1,818) (2) Other receivables Credit risk exposure of other receivables is mainly from financial guarantee fee receivables. As at December 31, 2018 2019 Financial guarantee fee receivables RMB’000 RMB’000 Gross carrying amount Stage 1 148,933 51,073 Stage 2 8,033 4,223 156,966 55,296 Loss allowance Stage 1 15,273 3,976 Stage 2 5,509 3,359 20,782 7,335 (3) Financial guarantee contracts The following table contains an analysis of the maximum credit risk exposure from financial guarantee contracts. As at December 31, 2018 2019 RMB’000 RMB’000 Stage 1 1,273,104 427,346 Stage 2 75,446 39,895 1,348,550 467,241 The Group normally makes a full settlement of the outstanding principal and interest to lenders when the underlining loans are overdue by a number of days (typically 80 days). When the loans become overdue for more than 80 days, the loans are considered impaired and there is no reasonable expectation of recovery from such loans. The financial guarantee liability balance will be reduced by the respective payouts made by the Group. As such, there are no stage 3 credit risk exposures for financial guarantee contracts as at December 31, 2018 and 2019. (c) Liquidity risk The Group manages liquidity risk by maintaining adequate cash and cash equivalents and reserve borrowing facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities. The liquidity risk of the currency swap is managed by aligning the critical terms of such swaps with the hedge items. The table below analyses the Group’s financial liabilities into relevant maturity grouping based on the remaining period at the end of each reporting period to the contractual maturity date. The amounts disclosed in the table are undiscounted contractual cash flows. As at December 31, 2018 Within 1 to 5 1 year years Total RMB’000 RMB’000 RMB’000 Short‑term borrowings 3,437,432 — 3,437,432 Trade and other payables 853,889 420,542 1,274,431 — Including: lease liabilities 86,066 144,183 230,249 Non‑derivative financial liabilities: 4,291,321 420,542 4,711,863 Gross settled (foreign currency swaps) — (inflow) (480,812) — (480,812) — outflow 483,250 — 483,250 Derivative financial liabilities 2,438 — 2,438 Total 4,293,759 420,542 4,714,301 Financial guarantees Maximum guarantee exposure* 1,348,550 — 1,348,550 As at December 31, 2019 Within 1 to 5 1 year years Total RMB’000 RMB’000 RMB’000 Short‑term borrowings 3,269,337 — 3,269,337 Trade and other payables 671,461 435,618 1,107,079 — Including: lease liabilities 111,012 102,545 213,557 Non‑derivative financial liabilities: 3,940,798 435,618 4,376,416 Gross settled (foreign currency swaps) — (inflow) (2,038,696) — (2,038,696) —outflow 2,041,378 — 2,041,378 Derivative financial liabilities 2,682 — 2,682 Total 3,943,480 435,618 4,379,098 Financial guarantees Maximum guarantee exposure* 467,241 — 467,241 * The maximum guarantee exposure represents the total amount of liability should all borrowers under financial guarantee contracts default. Since a significant portion of guarantee is expected to expire without being called upon, the maximum liabilities do not represent expected future cash outflows. 4.2 Capital management The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to enhance shareholders’ value in the long‑term. The Group monitors capital (including share capital and reserves) by regularly reviewing the capital structure. As a part of this review, the Company considers the cost of capital and the risks associated with the issued share capital. The Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or repurchase the Company’s shares. In the opinion of the Directors of the Company, the Group’s capital risk is low as at December 31, 2019. 4.3 Fair value estimation Fair value estimates are made at a specific point in time based on relevant market information and information about financial instruments. When an active market exists, such as an authorized securities exchange, the market value is the best reflection of the fair values of financial instruments. For financial instruments where there is no active market, fair value is determined using valuation techniques. The Group’s financial assets measured at fair value mainly include financial assets at fair value through profit or loss and financial assets at fair value through other comprehensive income. Determination of fair value and fair value hierarchy All assets and liabilities for which fair value is measured or disclosed in the consolidated financial statements are categorized within the fair value hierarchies. The fair value hierarchy categorizes the inputs to valuation techniques used to measure fair value into three broad levels. The level in the fair value hierarchy within which the fair value measurement is categorized in its entirety is determined on the basis of the lowest level input that is significant to the fair value measurement in its entirety. The levels of the fair value hierarchy are as follows: (a) Fair value is based on quoted prices (unadjusted) in active markets for identical assets or liabilities (“Level 1”); (b) Fair value is based on inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices) (“Level 2”); and (c) Fair value is based on inputs for the asset or liability that are not based on observable market data (unobservable inputs) (“Level 3”). The level of fair value calculation is determined by the lowest level input that is significant in the overall calculation. As such, the significance of the input should be considered from an overall perspective in the calculation of fair value. For Level 2 financial instruments, valuations are generally obtained from third party pricing services for identical or comparable assets, or through the use of valuation methodologies using observable market inputs, or recent quoted market prices. Valuation service providers typically gather, analyse and interpret information related to market transactions and other key valuation model inputs from multiple sources, and through the use of widely accepted internal valuation models, provide a theoretical quote on various securities. For Level 3 financial instruments, prices are determined using valuation methodologies such as discounted cash flow models and other similar techniques. Determinations to classify fair value measurement within Level 3 of the valuation hierarchy are generally based on the significance of the unobservable factors to the overall fair value measurement, and valuation methodologies such as discounted cash flow models and other similar techniques. For assets and liabilities that are recognized at fair value on a recurring basis, the Group determines whether transfers have occurred between levels in the hierarchy by re‑assessing categorization (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period. The following tables provide the fair value measurement hierarchy of the Group’s financial assets and liabilities: As at December 31, 2018 Level 1 Level 2 Level 3 Total RMB’000 RMB’000 RMB’000 RMB’000 Assets measured at fair value Financial assets at fair value through profit or loss — 2,540,925 — 2,540,925 Financial assets at fair value through other comprehensive income (Note 16) — — 5,000 5,000 Financial liabilities Derivative financial liabilities — 2,438 — 2,438 As at December 31, 2019 Level 1 Level 2 Level 3 Total RMB’000 RMB’000 RMB’000 RMB’000 Assets measured at fair value Financial assets at fair value through profit or loss — 1,689,529 1,438 1,690,967 Financial assets at fair value through other comprehensive income (Note 16) 388,448 — 5,000 393,448 Financial liabilities Derivative financial liabilities — 2,682 — 2,682 For the years ended December 31, 2017,2018 and 2019, there were no transfers among different levels of fair values measurement. Movements of Level 3 financial instruments measured at fair value is as follows: For the year ended December 31, 2017 2018 2019 RMB’000 RMB’000 RMB’000 Beginning of the year — 5,000 5,000 Additions (Note 16) 5,000 — — End of the year 5,000 5,000 5,000 The carrying amounts of cash and cash equivalents, restricted cash, trade receivables, contract assets, loan to related party, current portion of other receivable, short‑term borrowings and trade and other payables approximated their fair value due to short term maturities of these financial instruments as at December 31, 2018 and 2019. Contract assets and non‑current portion of other receivables are measured at amortized cost using discounted rates reflected time value of money. As the market interest rate is relatively stable during the reporting period, the carrying amounts of contract assets and non‑current portion of other receivables also approximated their fair values as at December 31, 2018 and 2019. |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2019 | |
Revenue | |
Revenue | 5 Revenue (a) Disaggregation of revenue from contracts with customers For the year ended December 31, 2017 2018 2019 RMB’000 RMB’000 RMB’000 Implementation 50,738 295,916 570,822 Transaction based and support revenue —Business origination services * 451,244 554,957 770,893 —Risk management services 86 205,160 327,120 —Operation support services 51,105 309,502 582,968 —Post‑implementation support services 5,257 27,442 36,000 —Others 23,482 20,512 40,043 581,912 1,413,489 2,327,846 * Included in business origination services is revenue from guarantee model as disclosed in Note 2.20(b) of RMB105,996,000 RMB29,746,000 and RMB13,657,000 for the years ended December 31, 2017,2018 and 2019, respectively. Disaggregation of Revenue by timing of transfer of services over time or at a point in time is set out below: At a point in time Over time Total RMB’000 RMB’000 RMB’000 Year ended December 31, 2017 Implementation — 50,738 50,738 Transaction based and support revenue —Business origination services 451,244 — 451,244 —Risk management services 86 — 86 —Operation support services 3,769 47,336 51,105 —Post‑implementation support services — 5,257 5,257 —Others — 23,482 23,482 455,099 126,813 581,912 Year ended December 31, 2018 Implementation — 295,916 295,916 Transaction based and support revenue —Business origination services 554,957 — 554,957 —Risk management services 205,160 — 205,160 —Operation support services 243,112 66,390 309,502 —Post‑implementation support services — 27,442 27,442 —Others 13,171 7,341 20,512 1,016,400 397,089 1,413,489 At a point in time Over time Total Year ended December 31, 2019 Implementation — 570,822 570,822 Transaction based and support revenue —Business origination services 770,893 — 770,893 —Risk management services 327,120 — 327,120 —Operation support services 278,768 304,200 582,968 —Post-implementation support services — 36,000 36,000 —Others 37,354 2,689 40,043 1,414,135 913,711 2,327,846 During the years ended December 31, 2017, 2018 and 2019, the Group mainly operated in PRC and most of the revenue were generated in PRC. The major customers (and for the Group’s lending solution services, the parties to whom service fees were charged(i)) which contributed more than 10% of the total revenue of the Group for the years ended December 31, 2017, 2018 and 2019 are listed as below: For the year ended December 31, 2017 2018 2019 % of total % of total % of total revenue revenue revenue Ping An Group and its subsidiaries 18.60 % 45.78 % 42.90 % Lufax and its subsidiaries 30.09 % 27.39 % 16.05 % 48.69 % 73.17 % 58.95 % The major customers (and for the Group’s lending solution services, the lender(ii)) which contributed more than 10% of the total revenue of the Group for the years ended December 31, 2017, 2018 and 2019 are listed as below: For the year ended December 31, 2017 2018 2019 % of total % of total % of total revenue revenue revenue Ping An Group and its subsidiaries 40.51 % 37.33 % 42.73 % Lufax and its subsidiaries 30.09 % 27.39 % 12.85 % 70.60 % 64.72 % 55.58 % Note: (i) The Group’s lending solution services revenue by parties charged represent the fees received/ receivable by the Group from the respective customers. (ii) The Group’s lending solution services revenue by lenders represent the fees generated by the Group from loans facilitated through the Group’s platform for the respective customers as lenders. (b) Contract assets and liabilities The Group has recognized the following revenue‑related contract assets and liabilities: At December 31, 2018 2019 RMB’000 RMB’000 Contract assets —Implementation 95,848 173,292 —Transaction based and support 49,265 57,865 —Business origination services 44,986 33,836 —Operation support services — 20,537 —Post implementation support services 4,279 3,492 145,113 231,157 Less: Impairment loss allowance (Note i) —Implementation (9,492) (18,063) —Transaction based and support (1,960) (1,818) —Business origination services (1,510) (854) —Operation support services — (665) —Post implementation support services (450) (299) (11,452) (19,881) Current contract assets, net 133,661 211,276 —Transaction based and support 63,120 40,998 Non‑current contract assets, net 63,120 40,998 196,781 252,274 Contract liabilities —Transaction based and support 58,383 104,960 —Post implementation support services 11,102 17,451 —Risk management services 35,188 19,080 —Operation support services 12,093 57,340 —Implementation — 875 —Others — 10,214 Current contract liabilities 58,383 104,960 —Transaction based and support 7,423 12,700 —Risk management services 47 66 —Operation support services 7,376 12,634 Non‑current contract liabilities 7,423 12,700 65,806 117,660 Increase in contract assets during the year was in line with the growth of the Group’s contracted sales and also due to an amount of RMB40,488,000 (Note 33) recognized in relation to business combination. During the years ended December 31, 2017, 2018 and 2019, there were no material cumulative catch‑up adjustments to revenue that affect the corresponding contract asset or contract liability, including adjustments arising from a change in the measure of progress, a change in an estimate of the transaction price or a contract modification, there were also no revenue recognized in the reporting year from performance obligations satisfied (or partially satisfied) in previous years. (i) Movements in the impairment loss allowance of contract assets are as follows: For the year ended December 31, 2017 2018 2019 RMB’000 RMB’000 RMB’000 Beginning of the year — — (11,452) Additions of impairment loss — (2,288) (14,333) Additions from acquisition of subsidiary — (10,506) (1,549) Reversal of impairment loss — — 151 Write‑off — 1,342 7,302 End of the year — (11,452) (19,881) (ii) Revenue recognized in relation to contract liabilities For the year ended December 31, 2017 2018 2019 RMB’000 RMB’000 RMB’000 Revenue recognized that was included in the contract liability balance at the beginning of the year — 10,363 58,383 (iii) Remaining performance obligations of long‑term contracts For the year ended December 31, 2017 2018 2019 RMB’000 RMB’000 RMB’000 Aggregate amount of the transaction price allocated to long‑term contracts that are partially or fully unsatisfied at the end of each year Expected to be recognized within one year 36,406 52,838 67,979 Expected to be recognized in one to two years 35,922 45,305 18,920 Expected to be recognized in two to three years 24,113 22,391 3,290 Expected to be recognized beyond three years — 14,880 12,339 96,441 135,414 102,528 The remaining performance obligations disclosed above represent post‑implementation support services, risk management services and operation support services that have an original contractual term of more than one year. As a practical expedient, the remaining performance obligation of a contract that has an original contractual term of one year or less are not disclosed. Moreover, the amounts disclosed above do not include variable consideration, which presently is fully constrained. |
Expenses by nature
Expenses by nature | 12 Months Ended |
Dec. 31, 2019 | |
Expenses by nature | |
Expenses by nature | 6 Expenses by nature For the year ended December 31, 2017 2018 2019 RMB’000 RMB’000 RMB’000 Employee benefit expenses (Note 7) 563,548 737,399 1,480,826 Technology service fee 260,052 614,311 858,946 Amortization of intangible assets 230,906 260,088 332,470 Business origination fee 187,628 224,405 291,883 Outsourcing labor costs 27,976 131,198 276,301 Depreciation of property and equipment 56,648 93,939 127,386 Travelling expenses 24,929 50,207 89,195 Telecommunication expenses 29,590 78,175 85,918 Professional service fee 16,620 60,782 72,135 Marketing and advertising fee 46,183 74,013 47,014 Purchase cost of products — 9,188 46,070 Others 53,995 112,067 201,293 Total cost of revenue, research and development expenses, selling and marketing expenses, general and administrative expenses 1,498,075 2,445,772 3,909,437 For the year ended December 31, 2017 2018 2019 RMB’000 RMB’000 RMB’000 Research and development costs —Employee benefit expenses 254,665 397,488 610,063 —Technology service fee 248,306 375,085 448,902 —Amortization of intangible assets 33,082 33,082 20,311 —Depreciation of property and equipment 1,083 6,025 12,687 —Others 90 9,761 55,727 Amounts incurred 537,226 821,441 1,147,690 Less: capitalized —Employee benefit expenses — (219,195) (116,801) —Technology service fee — (142,995) (63,260) —Others — (70) (11,534) — (362,260) (191,595) 537,226 459,181 956,095 |
Employee benefit expenses
Employee benefit expenses | 12 Months Ended |
Dec. 31, 2019 | |
Employee benefit expenses | |
Employee benefit expenses | 7 Employee benefit expenses For the year ended December 31, 2017 2018 2019 RMB’000 RMB’000 RMB’000 Wages and salaries 457,050 587,940 1,165,604 Welfare and other benefits 106,122 141,708 252,907 Share‑based payments (Note 25) 376 7,751 62,315 563,548 737,399 1,480,826 |
Other income, gains or loss - n
Other income, gains or loss - net | 12 Months Ended |
Dec. 31, 2019 | |
Other income, gains or loss - net | |
Other income, gains or loss - net | 8 Other income, gains or loss - net For the year ended December 31, 2017 2018 2019 RMB’000 RMB’000 RMB’000 Net gain on financial assets at fair value through profit or loss 22,667 102,582 38,891 Gain on disposal of property, plant and equipment and intangible asset — — 13,267 Government grants — — 17,795 Guarantee gain/(loss), net (Note a) 1,526 (200,080) (137,191) Net foreign exchange loss — (10,951) (8,569) Fair value adjustment to derivatives — (2,438) (244) Interest income from shareholder for late capital injection — 15,088 — Gain on dilution of interest in associate (Note 14) — 7,641 — Gain on disposal of lease assets and derecognition of lease liabilities — 5,232 — Others 1,667 3,066 1,797 25,860 (79,860) (74,254) (a) Guarantee gains / (loss), net For the year ended December 31, 2017 2018 2019 RMB’000 RMB’000 RMB’000 Interest income on financial guarantee fee receivables (Note 19(a)) 8,485 44,289 24,802 Impairment loss of financial guarantee fee receivables (Note 19(a)) (9,271) (40,762) (29,712) Release of financial guarantee liabilities 2,312 — — Guarantee charge arising from changes in estimates under financial guarantee contract — (203,607) (132,281) 1,526 (200,080) (137,191) |
Finance costs-net
Finance costs-net | 12 Months Ended |
Dec. 31, 2019 | |
Finance costs -net | |
Finance costs -net | 9 Finance costs — net For the year ended December 31, 2017 2018 2019 RMB’000 RMB’000 RMB’000 Finance income Interest income on bank deposits 129,435 128,261 Finance costs Interest expense on borrowings (79,454) (145,968) (149,279) Interest expense on lease liabilities (6,136) (10,175) (10,785) Interest expense on redemption liability — (4,511) (12,608) Bank charges (121) (2,788) (2,159) (85,711) (163,442) (174,831) (83,583) (34,007) (46,570) |
Income tax benefit_(expense)
Income tax benefit/(expense) | 12 Months Ended |
Dec. 31, 2019 | |
Income tax benefit/(expense) | |
Income tax benefit/(expense) | 10 Income tax benefit/(expense) The income tax benefit/(expense) of the Group for the years ended December 31, 2017, 2018 and 2019 is analyzed as follows: For the year ended December 31, 2017 2018 2019 RMB’000 RMB’000 RMB’000 Current income tax (87) (99) (5,157) Deferred income tax 369,764 (26,370) 80,081 Income tax benefit/(expense) 369,677 (26,469) 74,924 The tax on the Group’s loss before income tax differs from the theoretical amount that would arise using the statutory tax rate applicable to loss of the consolidated entities as follows: For the year ended December 31, 2017 2018 2019 RMB’000 RMB’000 RMB’000 Loss before income tax 976,633 1,163,816 1,762,236 Tax calculated at PRC statutory income tax rate of 25 % 244,158 290,954 440,559 Differential of income tax rates applicable to subsidiaries — (179,909) (120,179) Expense not deductible for tax purposes (2,909) (85,795) (53,578) Incomes not subject to tax — 7,549 9,022 Tax losses and temporary differences for which no deferred income tax asset was recognized — (221) (170,868) Deferred tax assets recognized for previously unrecognized tax losses and temporary differences 128,428 — — Derecognization of deferred tax assets on tax losses — (60,337) (40,668) Additional deductible allowance for research and development expenses — 407 2,936 Adjustments for current tax of prior periods — 883 — Utilization of previously unrecognized tax losses — — 7,700 Income tax benefit/(expense) 369,677 (26,469) 74,924 The unused tax losses for the years ended December 31, 2018 and 2019 is analyzed as follows: At December 31, 2018 2019 RMB’000 RMB’000 Unused tax losses for which no deferred tax asset has been recognized 244,027 1,133,461 The expiry dates of the unused tax losses not recognized as deferred tax assets for the years ended December 31, 2018 and 2019 are listed as follows: At December 31, 2018 2019 RMB’000 RMB’000 Year 2022 241,348 277,048 Year 2023 — 121,521 Year 2024 — 448,605 Notes: (a) PRC Enterprise Income Tax (“EIT”) The income tax provision of the Group in respect of operations in Mainland China has been calculated at the tax rate of 25%, unless preferential tax rates were applicable. Shenzhen OneConnect, Vantage Point Technology, BER Technology and Shenzhen CA as subsidiaries of the Group, were established in mainland China. They were eligible for preferential tax policies applicable for the qualification of “High and New Technology Enterprise”, and were entitled to a preferential income tax rate of 15%. (b) Cayman Islands Income Tax The Company is incorporated under the laws of the Cayman Islands as an exempted company with limited liability under the Companies Law of the Cayman Islands and is not subject to Cayman Islands income tax. (c) Hong Kong Income Tax The Hong Kong income tax rate is 16.5%. No Hong Kong profits tax was provided for as there was no estimated assessable profit that was subject to Hong Kong profits tax during the years ended December 31, 2017, 2018 and 2019. (d) Singapore Income Tax The Singapore income tax rate is 17%. No Singapore profits tax was provided for as there was no estimated taxable profits that was subject to Singapore profits tax during the years ended December 31, 2017, 2018 and 2019. (e) Indonesia Income Tax The income tax provision in respect of the Group’s operations in Indonesia was calculated at the tax rate of 0.5% on the gross revenue for the year ended December 31, 2018 and 2019 (f) PRC Withholding Tax (“WHT”) According to the EIT Law, distribution of profits earned by PRC companies since January 1, 2008 to overseas investors is subject to withholding tax of 5% or 10%, depending on the region of incorporation of the overseas investor, upon the distribution of profits to overseas‑incorporated immediate holding companies. During the years ended December 31, 2017, 2018 and 2019, no deferred income tax liability on WHT was accrued because the subsidiaries of the Group were loss making. |
Loss per share
Loss per share | 12 Months Ended |
Dec. 31, 2019 | |
Loss per share | |
Loss per share | 11 Loss per share Year ended December 31, 2017 2018 2019 RMB’000 RMB’000 RMB’000 Net loss for the year attributable to owners of the Company (606,956) (1,195,712) (1,660,566) Weighted average number of ordinary shares in issue (in’000 shares) 671,197 923,691 939,286 Basic loss per share (RMB yuan) (0.90) (1.29) (1.77) Diluted loss per share (RMB yuan) (0.90) (1.29) (1.77) Basic loss per ADS (RMB yuan) (Note) (5.30) Diluted loss per ADS (RMB yuan) (Note) (5.30) Note: One ADS represented three ordinary shares of the Company. Basic loss per share is calculated by dividing the loss attributable to owners of the Company by the weighted average number of ordinary shares in issue during the years ended December 31, 2017, 2018 and 2019. For the purpose of calculation of loss per share, 900,000,000 ordinary shares issued as part of the Recapitalization of the Group (Note 23(b)) have been deemed to be issued at the same time when the then owners of the Listing Business made capital contribution to the Group. 66,171,600 shares held for share option scheme purpose have been treated as treasury shares from January 1, 2017. Accordingly, for purpose of calculation of loss per share, the issued and outstanding number of ordinary shares as at January 1, 2017, December 31, 2017 ,December 31, 2018 and December 31, 2019, taking into account the shares held for share option scheme purpose, were 580,417,958 shares, 833,828,400 shares, 933,828,399 shares, 1,031,149,064 shares, respectively. The effects of all outstanding share options granted under the Share Option Scheme and Restricted Share Units Scheme, which represent 19,515,600, 24,541,500, 26,776,325 shares (Note 25), for the years ended December 31, 2017, 2018 and 2019, have been excluded from the computation of diluted loss per share as their effects would be anti‑dilutive. Accordingly, dilutive loss per share for the years ended December 31, 2017, 2018 and 2019 were the same as basic loss per share for the years. |
Property and equipment
Property and equipment | 12 Months Ended |
Dec. 31, 2019 | |
Property and equipment. | |
Property and equipment | 12 Property and equipment Office and telecommunication Right‑of‑use Leasehold equipment properties improvements Total RMB’000 RMB’000 RMB’000 RMB’000 As at January 1, 2018 Cost 43,293 183,313 13,257 239,863 Accumulated depreciation (11,610) (65,337) (1,967) (78,914) Net book amount 31,683 117,976 11,290 160,949 Year ended December 31, 2018 Opening net book amount 31,683 117,976 11,290 160,949 Acquisition of subsidiary 272 — 176 448 Additions 42,305 225,638 42,523 310,466 Disposals, net (9) (58,247) — (58,256) Depreciation charge (12,044) (76,958) (4,937) (93,939) Closing net book amount 62,207 208,409 49,052 319,668 As at December 31, 2018 Cost 85,861 268,992 55,956 410,809 Accumulated depreciation (23,654) (60,583) (6,904) (91,141) Net book amount 62,207 208,409 49,052 319,668 Year ended December 31, 2019 Opening net book amount 62,207 208,409 49,052 319,668 Acquisition of subsidiary (Note 33) 2,707 13,938 1,479 18,124 Additions 65,310 46,479 32,480 144,269 Disposals, net (39,328) — — (39,328) Depreciation charge (26,187) (86,688) (14,511) (127,386) Exchange difference (329) (141) (372) (842) Closing net book amount 64,380 181,997 68,128 314,505 As at December 31, 2019 Cost 108,561 329,409 89,915 527,885 Accumulated depreciation (43,852) (147,271) (21,415) (212,538) Exchange difference (329) (141) (372) (842) Net book amount 64,380 181,997 68,128 314,505 During the year ended December 31, 2017, depreciation of approximately RMB213,000, RMB1,083,000, RMB2,440,000 and RMB52,912,000 were charged to cost of revenue, research and development expenses, selling and marketing expenses and general and administrative expenses, respectively. During the year ended December 31, 2018, depreciation of approximately RMB778,000, RMB6,025,000, RMB2,474,000, and RMB84,662,000 were charged to cost of revenue, research and development expenses, selling and marketing expenses and general and administrative expenses, respectively. During the year ended December 31, 2019, depreciation of approximately RMB2,362,000, RMB12,687,000, RMB6,666,000, and RMB105,671,000 were charged to cost of revenue, research and development expenses, selling and marketing expenses and general and administrative expenses, respectively. Depreciation of office and telecommunication equipment is allocated to different functional expenses based on usage of equipment by different functional divisions. Right‑of‑use properties and leasehold improvement are primarily related to business office buildings leased by the Group and used as corporate headquarters. For leased business office buildings which are for general and administrative use, the depreciation of the related right‑of‑use properties and leasehold improvement is charged to general and administrative expense. |
Intangible assets
Intangible assets | 12 Months Ended |
Dec. 31, 2019 | |
Intangible assets. | |
Intangible assets | 13 Intangible assets Application and Contributed Development by Ping Developed Purchased costs in An Group internally Acquired Software progress Goodwill License Others Total RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 As at January 1, 2018 Cost 690,910 — — 3,175 — — — 694,085 Accumulated amortization (326,313) — — (694) — — — (327,007) Net book amount 364,597 — — 2,481 — — — 367,078 Year ended December 31, 2018 Opening net book amount 364,597 — — 2,481 — — — 367,078 Acquisition of subsidiary — — — 74,628 6,854 126,015 — 68,610 276,107 Additions — — — 11,758 362,260 — 960 — 374,978 Transfer — 44,033 — — (44,033) — — — — Amortization (230,271) (7,212) — (12,835) — — (24) (9,746) (260,088) Closing net book amount 134,326 36,821 — 76,032 325,081 126,015 936 58,864 758,075 As at December 31, 2018 Cost 690,910 44,033 — 89,561 325,081 126,015 960 68,610 1,345,170 Accumulated amortization (556,584) (7,212) — (13,529) — — (24) (9,746) (587,095) Net book amount 134,326 36,821 — 76,032 325,081 126,015 936 58,864 758,075 Year ended December 31, 2019 Opening net book amount 134,326 36,821 — 76,032 325,081 126,015 936 58,864 758,075 Acquisition of subsidiary (Note 33) — — 57,355 190 1,293 163,146 103,928 9,201 335,113 Additions — — — 22,623 191,595 — — 2,452 216,670 Disposal, net — — — (423) — — — — (423) Transfer — 360,540 — — (360,540) — — — — Amortization (134,326) (120,451) (12,719) (33,423) — — (7,465) (24,086) (332,470) Exchange differences — (14) — (3) — — — — (17) Closing net book amount — 276,896 44,636 64,996 157,429 289,161 97,399 46,431 976,948 As at December 31, 2019 Cost 690,910 404,573 57,355 111,939 157,429 289,161 104,888 80,263 1,896,518 Accumulated amortization (690,910) (127,663) (12,719) (46,940) — — (7,489) (33,832) (919,553) Exchange differences — (14) — (3) — — — — (17) Net book amount — 276,896 44,636 64,996 157,429 289,161 97,399 46,431 976,948 During the year ended December 31, 2017, amortization of approximately RMB197,824,000, RMB33,082,000 were charged to cost of revenue and research and development expenses, respectively. During the year ended December 31, 2018, amortization of approximately RMB227,006,000, RMB33,082,000 were charged to cost of revenue and research and development expenses, respectively. During the year ended December 31, 2019, amortization of approximately RMB308,551,000, RMB20,311,000, RMB3,608,000 were charged to cost of revenue, research and development expenses and general and administrative expenses, respectively. (a) Impairment tests for long‑lived assets Goodwill arises from the Group’s acquisition of Vantage Point Technology on July 31, 2018, BER Technology on June 30, 2019 and View Foundation on August 30, 2019. The goodwill of the Group is attributable to the acquired workforce and synergies expected to be derived from combing with the operations of the Group. During the years ended December 31, 2018 and 2019, the Group had only one operating segment, for the purpose of impairment testing, goodwill is regarded as attributable to the Group as a whole. The Group carries out its impairment testing on goodwill by comparing the recoverable amounts of groups of CGUs to their carrying amounts. The management did the value-in-use calculations to determine the recoverable amounts. Value-in-use is calculated based on discounted cash flows. The discounted cash flows calculations of group of CGUs use cash flow projection developed based on financial budgets approved by management of the Group. Assumed growth rate is used to extrapolate the cash flows in the following years. The financial budgets are prepared business plan which is appropriate after considering the sustainability of business growth, stability of core business developments and achievement of business targets. The key assumptions used for value-in-use calculations of goodwill are as follows: For the year ended December 31, 2018 2019 RMB'000 RMB'000 Revenue growth rate 8%-55 % 8%-55 % Long term growth rate 3 % 3 % Pre‑tax discount rate 20.91 % 16.26 % Based on management’s assessment on the recoverable amounts of the subsidiaries acquired, no impairment provision was considered necessary to provide as at December 31, 2019 and 2018. |
Investments accounted for using
Investments accounted for using the equity method | 12 Months Ended |
Dec. 31, 2019 | |
Investments accounted for using the equity method | |
Investments accounted for using the equity method | 14 Investments accounted for using the equity method (a) Investment in associate For the year ended December 31, 2017 2018 2019 RMB’000 RMB’000 RMB’000 At beginning of year — 37,253 29,452 Additions 40,000 — 100,000 Share of losses of associate (2,747) (15,442) (14,328) Gain on dilution of interest in associate (Note 8) — 7,641 — At end of year 37,253 29,452 115,124 On March 28, 2017, Shanghai OneConnect set up Pingan Puhui Lixin Asset Management Co., Ltd. (“Puhui Lixin”) with Pingan Puhui Enterprise Management Co., Ltd., a subsidiary of Lufax Holding Ltd. (Note 32), by investing capital amount of RMB40,000,000. In January 2019, Shanghai OneConnect made an additional capital injection of RMB100,000,000 in Puhui Lixin. The Group has a currently exercisable option to make additional investment to hold an additional equity interest of 5% in Puhui Lixin and the Group account for the investment as an associate. The investment in associate as at December 31, 2018 and 2019 are as follows: Percentage of equity interest As at Place of business December 31, and incorporation Principal activities 2018 2019 Puhui Lixin Shanghai, PRC Technology consulting services 13.33 % 35.00 % 14 (b) For the year ended December 31, 2018 2019 RMB’000 RMB’000 At beginning of year — — Additions — 4,321 Share of losses of joint venture — (526) Exchange difference (90) At end of year — 3,705 During the year ended December 31, 2019 , the Group entered into an investment in SBI OneConnect Japan Co., Ltd.(“SBI Japan”) with SBI Holdings, Inc., by investing capital of RMB4,321,000 (JPY65,100,000) on August 23, 2019. The purpose of set-up of SBI Japan is to make available a localized version of the product, technology, platform and service developed based on the Group’s technologies and provide the distribution, commercialization, implementation and maintenance of such localized version within Japan. The Group shares control with SBI Holdings, Inc. and accounts for the investment as a joint venture. The decisions about the relevant activities require the unanimous consent of the Group and SBI Holdings, Inc. pursuant to the Company Act of SBI Japan. The investment in joint venture as at December 31, 2019 is as follows: Percentage of equity interest Place of business Principal As at As at and incorporation activities December 31, 2018 December 31, 2019 SBI Japan Japan Product, technology, Platform and/or service — 31.00 % |
Financial instruments by catego
Financial instruments by category | 12 Months Ended |
Dec. 31, 2019 | |
Financial instruments by category | |
Financial instruments by category | 15 Financial instruments by category The Group holds the following financial instruments: As at December 31, Note 2018 2019 RMB’000 RMB’000 Financial assets Financial assets at amortized cost —Loan to related party 32 15,027 — —Trade receivables 18 270,530 710,123 —Prepayments and other receivables (excluding non‑financial asset items) 19 245,711 368,224 —Restricted cash 21 3,996,238 3,440,289 —Cash and cash equivalents 22 565,027 1,077,875 Financial assets at fair value through other comprehensive income (FVOCI) 16 5,000 393,448 Financial assets at fair value through profit or loss (FVPL) 20 2,540,925 1,690,967 Total 7,638,458 7,680,926 Financial liabilities Liabilities at amortized cost —Trade and other payables (excluding non‑financial liability items) 26 1,253,502 1,231,352 —Short‑term borrowings 27 3,386,100 3,218,566 Derivative financial liability —Held at FVPL 28 2,438 2,682 Total 4,642,040 4,452,600 |
Financial assets at fair value
Financial assets at fair value through other comprehensive income | 12 Months Ended |
Dec. 31, 2019 | |
Financial assets at fair value through other comprehensive income | |
Financial assets at fair value through other comprehensive income | 16 Financial assets at fair value through other comprehensive income As at December 31, 2018 2019 RMB’000 RMB’000 Unlisted securities —Equity securities (Note a) 5,000 5,000 Listed securities —Treasury bills listed on the Hong Kong Stock Exchange — 388,448 5,000 393,448 (a) On August 4, 2016, the Group acquired 5% equity interest in Fujian Exchange Settlement Centre Co., Ltd. (福建交易場所清算中心股份有限公司) at a consideration of RMB5,000,000. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2019 | |
Leases | |
Leases | 17 Leases (a) Amounts recognized in the balance sheet As at December 31, 2018 2019 RMB’000 RMB’000 Right‑of‑use assets (Note 12) —Properties 208,409 181,997 Lease liabilities (Note 26) —Non current 126,868 87,800 —Current 82,452 101,889 209,320 189,689 Additions to the right‑of‑use assets during the years ended December 31, 2018 and 2019 were RMB 225,638,000 and RMB60,418,000 respectively. The weighted average lessee's incremental borrowing rate applied to the lease liabilities on December 31, 2018 and 2019 was 4.81% and 4.84%, respectively. (b) Amounts recognized in the statement of profit or loss For the year ended December 31, 2017 2018 2019 RMB’000 RMB’000 Depreciation charge of right‑of‑use assets 45,929 76,958 86,688 Interest expenses (included in finance cost) 6,136 10,175 10,785 52,065 87,133 97,473 The total cash outflow for leases in 2017,2018 and 2019 was RMB50,432,000, RMB83,727,000 and RMB76,895,000, respectively. Expenses recognized in relation to short‑term leases for the years ended December 31, 2017, 2018 and 2019 amounted to RMB 2,068,000, RMB 11,000, and RMB947,000, respectively. |
Trade receivables
Trade receivables | 12 Months Ended |
Dec. 31, 2019 | |
Trade receivables. | |
Trade receivables | 18 Trade receivables As at December 31, 2018 2019 RMB’000 RMB’000 Trade receivables 274,166 738,004 Less: impairment loss allowance (3,636) (27,881) 270,530 710,123 (a) Movements in the impairment loss allowance of trade receivables are as follows: For the year ended December 31, 2017 2018 2019 RMB’000 RMB’000 RMB’000 Beginning of the year — — (3,636) Additions — — (26,651) Acquisition of subsidiary — (3,651) (1,207) Reversal — 15 531 Write-off — — 3,082 End of the year — (3,636) (27,881) |
Prepayments and other receivabl
Prepayments and other receivables | 12 Months Ended |
Dec. 31, 2019 | |
Prepayments and other receivables | |
Prepayments and other receivables | 19 Prepayments and other receivables As at December 31, 2018 2019 RMB’000 RMB’000 Financial guarantee fee receivable, gross 156,966 55,296 Less: impairment loss allowance (20,782) (7,335) Financial guarantee fee receivable, net (Note a) 136,184 47,961 Deposit 98,097 226,180 Value‑added‑tax deductible 38,688 60,765 Receivable from disposal of equipment to related parties — 51,695 Advance to suppliers 17,519 38,871 Advance to staffs 13,339 25,339 Receivables for value‑added‑tax paid on behalf of wealth management products 12,498 3,154 Others 21,957 75,644 Less: impairment loss allowance (1,068) (1,332) 337,214 528,277 (a) Financial guarantee fee receivables, net As at December 31, 2018 2019 RMB’000 RMB’000 Opening balance 193,187 136,184 Addition arising from new contracts 50,889 — Cash received (114,076) (81,884) Unwinding interest income including value‑added‑tax (Note 8(a)) 46,946 23,373 Impairment loss(Note 8(a)) (40,762) (29,712) Ending balance 136,184 47,961 Movements in the impairment loss allowance of financial guarantee fee receivables are as follows: For the year ended December 31, 2017 2018 2019 RMB’000 RMB’000 RMB’000 Beginning of the year — (3,863) (20,782) Additions (9,271) (40,762) (29,712) Write off 5,408 23,843 43,159 End of the year (3,863) (20,782) (7,335) (b) Movements in the impairment loss allowance of prepayments and other receivables are as follows: For the year ended December 31, 2017 2018 2019 RMB’000 RMB’000 RMB’000 Beginning of the year — — (1,068) Acquisition of subsidiary — (1,117) — Additions — — (4,874) Reversal — 49 9 Write-off — — 4,601 End of the year — (1,068) (1,332) |
Financial assets at fair valu_2
Financial assets at fair value through profit or loss | 12 Months Ended |
Dec. 31, 2019 | |
Financial assets at fair value through profit or loss. | |
Financial assets at fair value through profit or loss | 20 Financial assets at fair value through profit or loss As at December 31, 2018 2019 RMB’000 RMB’000 Contingent returnable consideration (Note 33) — 1,438 Wealth management products 2,540,925 1,689,529 2,540,925 1,690,967 As at December 31, 2018 and 2019, out of wealth management products the Group invested in, RMB2,540,925 and RMB1,655,509,000 are issued by its related parties which are redeemable upon request by holders, respectively. |
Restricted cash
Restricted cash | 12 Months Ended |
Dec. 31, 2019 | |
Restricted cash | |
Restricted cash | 21 Restricted cash As at December 31, 2018 2019 RMB’000 RMB’000 Pledged bank deposits 3,910,516 3,367,396 Accrued interest 85,722 71,727 Time deposits with initial terms over three months — 1,166 3,996,238 3,440,289 As of December 31, 2018, RMB3,884,434,000 (USD565,980,000) of the bank deposits were pledged for short-term borrowings of the Group with weighted average interest rate of 3.16% per annum, RMB24,021,000 (USD3,500,000) were pledged for currency swaps, and RMB2,061,000 was pledged for business guarantee. As at December 31, 2019, RMB3,263,466,000 (USD467,800,000) of the bank deposits were pledged for short‑term borrowings of the Group with weighted average interest rate of 3.16% per annum, RMB102,201,000 (USD14,650,000) were pledged for currency swaps, and RMB1,729,000 was pledged for business guarantee. |
Cash and cash equivalents
Cash and cash equivalents | 12 Months Ended |
Dec. 31, 2019 | |
Cash and cash equivalents. | |
Cash and cash equivalents | 22 Cash and cash equivalents As at December 31, 2018 2019 RMB’000 RMB’000 Cash on hand 7 12 Cash at other financial institutions — 103 Cash at banks 565,020 1,077,760 565,027 1,077,875 At December 31, 2018 2019 RMB’000 RMB’000 USD 421,806 718,156 RMB 140,292 271,568 HKD — 77,489 SGD 2,929 8,318 IDR — 2,344 565,027 1,077,875 |
Share capital
Share capital | 12 Months Ended |
Dec. 31, 2019 | |
Share capital | |
Share capital | 23 Share capital Number of shares USD Authorized Ordinary shares of USD0.00001 at incorporation date of the Company (Note a) 900,000,000 9,000 Ordinary shares of USD0.00001 at December 31, 2017 900,000,000 9,000 Newly authorized 4,100,000,000 41,000 Ordinary shares of USD0.00001 at December 31, 2018 and 2019 5,000,000,000 50,000 Equivalent Number of shares USD to RMB Issued Newly issued ordinary shares at incorporation date of the Company 1 — — Newly issued ordinary shares (Note b) 899,999,999 9,000 59,838 Ordinary shares of USD0.00001 at December 31, 2017 900,000,000 9,000 59,838 Newly issued ordinary shares (Note c) 99,999,999 1,000 6,331 Ordinary shares of USD0.00001 at December 31, 2018 999,999,999 10,000 66,169 Newly issued ordinary shares (Note d) 3,720,665 37 257 Newly issued ordinary shares upon initial public offering (Note e) 93,600,000 936 6,549 Ordinary shares of USD0.00001 at December 31, 2019 1,097,320,664 10,973 72,975 (a) The Company was incorporated on October 30, 2017 with an authorized share capital of USD 9,000 divided into 900,000,000 ordinary shares of USD0.00001 each. (b) On December 4, 2017, 899,999,999 ordinary shares of the Company were issued to Bo Yu and Sen Rong at par as part of the Recapitalization of the Group (Note 1.2). (c) The Company has completed Round A investments (“Round A Investments”) in April 2018 with 12 investors. 99,999,999 ordinary shares were issued to the Round A Investors at a price of USD7.5 per share for an aggregated consideration of approximately USD750 million (approximately RMB4,750,965,000). These shares rank pari passu in all respects with the shares in issue. As at December 31, 2018, issued number of ordinary shares was 999,999,999 shares of USD0.00001 each which had been fully paid (d) On March 11, 2019, the Company issued 1,748,501 ordinary shares to National Dream Limited, the offshore entity of Vantage Point Technology, for a total subscription price of USD13,114,000 (approximately RMB88,030,000) pursuant to a share subscription agreement entered into in July, 2018. On November 26, 2019, the Company issued 1,267,520 ordinary shares to Great Lakes Limited, the offshore entity of View Foundation’s selling shareholder, for a total subscription price of USD9,506,400 (approximately RMB66,877,000) pursuant to a share subscription agreement entered into in August, 2019. On November 27, 2019, the Company issued 563,714 and 140,930 ordinary shares to Blossom View Limited and Gold Planning Limited, respectively, which are the offshore entities designated by certain selling shareholders of BER Technology, for a total subscription price of USD5,284,830 (approximately RMB37,175,000) pursuant to a share subscription agreement entered into in September, 2019. (e) On December 13, 2019, the Company completed its IPO on the New York Stock Exchange. In the offering, 31,200,000 ADSs, representing 93,600,000 ordinary shares, were newly issued. |
Other reserves
Other reserves | 12 Months Ended |
Dec. 31, 2019 | |
Other reserves. | |
Other reserves | 24 Other reserves Foreign Share‑based currency Recapitalization Share compensation translation reserve premium reserve differences Others Total RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 As at January 1, 2017 862,162 — — — — 862,162 Capital contribution from the then owners (a) 337,838 — — — — 337,838 Share‑based payments —Value of employee services — — 376 — — 376 As at December 31, 2017 1,200,000 — 376 — — 1,200,376 Other comprehensive income —Foreign currency translation differences — — — 396,520 — 396,520 Share premium from issuance of ordinary shares (b) — 4,730,375 — — — 4,730,375 Share‑based payments —Value of employee services — — 7,751 — — 7,751 Recognition of redemption liability to acquire non‑controlling interests — — — — (183,569) (183,569) As at December 31, 2018 1,200,000 4,730,375 8,127 396,520 (183,569) 6,151,453 Other comprehensive income —Foreign currency translation differences — — — 78,775 — 78,775 —Fair value changes on financial assets at fair value through other comprehensive income — — — — 40 40 Share premium from issuance of ordinary shares (c) — 192,082 — — — 192,082 Share premium from issuance of ordinary shares upon initial public offering (d) — 2,007,028 — — — 2,007,028 Share-based payments (Note 25) — — 76,364 — — 76,364 Recognition of redemption liability to acquire non-controlling interests (Note 33) — — — — (44,105) (44,105) As at December 31, 2019 1,200,000 6,929,485 84,491 475,295 (227,634) 8,461,637 (a) Shanghai OneConnect was incorporated on December 29, 2015. Shenzhen OneConnect was incorporated on September 15, 2017 as the sole immediate shareholder of Shanghai OneConnect. After the Recapitalization of the Group (Note 1.2), Shenzhen OneConnect and its subsidiaries are indirectly controlled by the Company through the Contractual Arrangements. The consolidated share capital and share premium of Shenzhen OneConnect was presented as “recapitalization reserve” for the purpose of the consolidated financial statements of the Company. (b) The Company completed Round A Investments in April 2018 (Note 23(c)). The excess of the consideration of approximately RMB4,750,965,000 paid by Round A investors over the aggregate par value of approximately RMB6,000 and share issuance transaction cost of approximately RMB20,585,000, being RMB4,730,375,000, was credited to the share premium account of the Company. (c) The excess of the consideration of approximately RMB192,082,000 paid by the selling shareholders of Vantage Point Technology, View Foundation and BER Technology over the aggregate par value of approximately RMB257 (Note 23(d)), being RMB192,082,000, was credited to the share premium account of the Company. (d) The excess of the net proceeds of approximately RMB2,007,034,549 received from the IPO over the aggregate par value of approximately RMB6,549 (Note 23(e)), being RMB2,007,028,000, was credited to the share premium account of the Company. |
Share-based payments
Share-based payments | 12 Months Ended |
Dec. 31, 2019 | |
Share-based payments | |
Share based payments | 25 Share‑based payments For On November 7, 2017, equity‑settled share‑based compensation plan (“the Share Option Scheme”) was set up with the objective to recognize and reward the contribution of eligible directors, employees and other persons (collectively, the “Grantees”) for the growth and development of the Group. On September 10, 2019, the Board of Directors of the company approved to amend and restate the equity-settled share-based compensation plan to supplement the Share Option Scheme with performance-based shares to grant (“the Restricted Share Units Scheme”). The 66,171,600 shares reserved for share incentive scheme comprise the options previously granted under Share Option Scheme and the remaining shares for grant under the Restricted Share Units Scheme Both the Share Option Scheme and the Restricted Share Units Scheme are valid and effective for 10 years from the grant date. Share-based compensation expenses for the years ended December 31, 2017, 2018 and 2019 were allocated as follows: For the year ended December 31, 2017 2018 2019 RMB’000 RMB’000 RMB’000 —Cost of revenue — — 2,294 —Research and development expenses — — 29,206 —Selling and marketing expenses — — 25,916 —General and administrative expenses 7,751 18,948 Total 7,751 76,364 Value of employee's services (Note 7) 376 7,751 62,315 Value of non-employee's services — — 14,049 Total 376 7,751 76,364 (a) Share Option Scheme On November 7, 2017 and November 8, 2018 and June 1, 2019, 19,515,600 and 8,597,400 and 2,431,000 share options were granted to Grantees, respectively, which were recognized under equity of the Group. Subject to the Grantee continuing to be a service provider, 100% of these options will be vested over 4 years upon fulfilling the service conditions and non‑market performance conditions prescribed in the grantee agreement. The exercisable period of options starts no earlier than 12 months after the Company successfully completes an initial public offering and the Company’s shares get listed in the stock exchange (“IPO and Listing”) and no later than 8 years from the grant date. The vesting date is determined by the Board of Directors of the Company. Movements in the number of share options granted to employees are as follows: Number of share options For the year ended December 31, 2017 2018 2019 At the beginning of the year — 19,515,600 24,541,500 Granted 19,515,600 8,597,400 2,431,000 Forfeited — (3,571,500) (2,502,175) At the end of the year 19,515,600 24,541,500 24,470,325 For the outstanding share options, the weighted‑average exercise price was RMB19.05 and RMB21.13 per share and the weighted‑average remaining contractual life was 7.86 and 6.29 years as at December 31, 2018 and 2019, respectively. Share options outstanding at the balance sheet dates have the following expiry dates and exercise prices. Number of share options Expiry Exercise Fair value At December 31, Grant Year Year price of options 2018 2019 2017 RMB1.33 RMB0.62 3,149,100 2,900,900 2017 RMB2.00 RMB0.52 12,980,000 12,169,225 2018 RMB52.00 RMB26.00 8,412,400 7,219,200 2019 RMB52.00 RMB23.42 — 2,181,000 24,541,500 24,470,325 The Company used the discounted cash flow method to determine the underlying equity fair value of the Company and in turn to determine the fair value of the underlying ordinary share. Key assumptions, such as discount rate and projections of future performance, are required to be determined by the Company with best estimate. Based on fair value of the underlying ordinary share of the Company, the Company used the Binomial option‑pricing model to determine the fair value of the share option as at the grant dates. Key assumptions are set as below: November 7, November 8, June 1, Date of grant 2017 2018 2019 Discount rate 24.0 % 17.0 % 17.0 % Risk‑free interest rate 3.9 % 3.6 % 3.3 % Volatility 51.6 % 51.2 % 46.0 % Dividend yield 0.0 % 0.0 % 0.0 % The Binomial Model requires the input of highly subjective assumptions. The risk‑free rate for periods within the contractual life of the option is based on the China Treasury yield curve in effect at the time of grant. The expected dividend yield was estimated based on the Company’s expected dividend policy over the expected life of the options. The Company estimates the volatility of its ordinary shares at the date of grant based on the historical volatility of similar U.S. public companies for a period equal to the expected life preceding the grant date. (b) Restricted Share Units Scheme On September 10, 2019, the company granted 2,377,000 restricted share units to Grantees pursuant to the Restricted Share Unit Scheme at the grant date fair value of RMB35.22 for each restricted share unit. Subject to the Grantee continuing to be a service provider, 100% of these restricted share units will be vested over 4 years upon fulfilling the service conditions and non-market performance conditions prescribed in the grantee agreement. The restricted shares should be vested no earlier than 180 days after the Company’s IPO and listing. Movements in the number of restricted share units granted to employees are as follows: Number of restricted share units For the year ended December 31, 2018 2019 At the beginning of the year — — Granted — 2,377,000 Forfeited — (71,000) At the end of the year — 2,306,000 The Company used the discounted cash flow method to determine the underlying equity fair value of the Company and in turn to determine the fair value of the underlying ordinary share. Key assumptions, such as discount rate and projections of future performance, are required to be determined by the Company with best estimate. Based on fair value of the underlying ordinary share, the Company have used the Monte Carlo method to determine the fair value of the restricted share units as at the grant date. Key assumptions are set as below: Date of grant September 10, 2019 Discount rate 15.0 % Risk-free interest rate 2.9 % Volatility 43.9 % Dividend yield % The Monte Carlo method requires the input of highly subjective assumptions. The risk-free rate for periods within the contractual life of the restricted share units is based on the China Treasury yield curve in effect at the time of grant. The expected dividend yield was estimated based on the Company’s expected dividend policy over the expected life of the restricted share units. The Company estimates the volatility of its ordinary shares at the date of grant based on the historical volatility of similar U.S. public companies for a period equal to the expected life preceding the grant date. |
Trade and other payables
Trade and other payables | 12 Months Ended |
Dec. 31, 2019 | |
Trade and other payables. | |
Trade and other payables | 26 Trade and other payables As at December 31, 2018 2019 RMB’000 RMB’000 Trade payables Due to related parties 250,687 153,677 Due to third parties 65,809 193,318 316,496 346,995 Accrued expenses 255,852 224,010 Redemption liability (Note 33) 188,080 244,793 Lease liabilities (Note 17(a)) 209,320 189,689 Financial guarantee payables (Note a) 250,338 116,509 Amounts payable for purchase of shares held for share option scheme (Note 25) 88,280 88,280 Unpaid business acquisition consideration of View Foundation — 48,000 Other tax payables 34,487 35,675 Security deposit 25,588 33,683 Amount due to related parties 19,366 24,517 Service fee refundable 140,028 5,412 Investment deposit received from investors 90,002 — Others 66,032 138,886 1,683,869 1,496,449 Less: non - current portion Redemption liability (Note 33) (188,080) (244,793) Lease liabilities (126,868) (87,800) Amounts payable for purchase of shares held for share option scheme (Note 25) (88,280) (88,280) 1,280,641 1,075,576 (a) Financial guarantee payables RMB’000 Year ended December 31, 2018 Opening balance 209,782 Addition arising from new contracts 50,889 Charge to profit or loss, net 198,640 Payouts during the year, net (208,973) Ending balance 250,338 RMB’000 Year ended December 31, 2019 Opening balance 250,338 Addition arising from new contracts — Charge to profit or loss, net 127,312 Payouts during the year, net (261,141) Ending balance 116,509 |
Short term borrowings
Short term borrowings | 12 Months Ended |
Dec. 31, 2019 | |
Short term borrowings | |
Short term borrowings | 27 Short‑term borrowings As at December 31, 2018 2019 RMB’000 RMB’000 Secured 3,386,100 2,958,342 Unsecured — 260,224 3,386,100 3,218,566 As at December 31, 2018, out of the secured borrowings, RMB 3,373,100,000 were secured by restricted cash of RMB 3,884,434,000 (Note 21), RMB 8,000,000 is secured by Mrs. Li Che’s (the non‑controlling shareholder’s spouse) real estate located in Beijing and RMB 5,000,000 is guaranteed by Mr. Xi Wang (non‑controlling shareholder of the Group). The weighted average interest rate of all short‑term borrowings is 4.78% per annum as at December 31, 2018. As at December 31, 2019, out of the secured borrowings, RMB2,929,981,000 were secured by restricted cash of RMB3,263,466,000 (Note 21), RMB10,014,000 is guaranteed by Beijing Haidian Sci-tech Enterprises Financing Guarantee Co., Ltd. and RMB18,347,000 is guaranteed by Mr. Xi Wang (non-controlling shareholder of the Group). The weighted average interest rate of short-term borrowings is 4.64% per annum as at December 31, 2019. |
Derivative financial liability
Derivative financial liability | 12 Months Ended |
Dec. 31, 2019 | |
Derivative financial liability | |
Derivative financial liability | 28 Derivative financial liability As at December 31, 2018 2019 Nominal Nominal amount Fair value amount Fair value RMB’000 RMB’000 Currency swaps 480,424 2,438 2,044,027 2,682 |
Dividends
Dividends | 12 Months Ended |
Dec. 31, 2019 | |
Dividends | |
Dividends | 29 Dividends No dividends have been paid or declared by the Company during the years ended December 31, 2017, 2018 and 2019. |
Deferred income tax
Deferred income tax | 12 Months Ended |
Dec. 31, 2019 | |
Deferred income tax | |
Deferred income tax | 30 Deferred income tax (a) Deferred tax assets The movements of deferred tax assets were as follows: Accelerated amortization of intangible Contract Tax losses assets liabilities Others Total RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 At January 1, 2017 — — — 276 276 Recognized in the profit or loss 294,604 57,203 6,551 11,406 369,764 At December 31, 2017 294,604 57,203 6,551 11,682 370,040 Acquisition of subsidiary 7,857 — — — 7,857 Recognized in the profit or loss (179,134) 151,505 6,593 (1,558) (22,594) At December 31, 2018 123,327 208,708 13,144 10,124 355,303 Acquisition of subsidiary (Note 33) 4,625 — — — 4,625 Recognized in the profit or loss 52,190 9,348 (5,526) 7,846 63,858 At December 31, 2019 180,142 218,056 7,618 17,970 423,786 (b) Deferred tax liabilities The movements of deferred tax liabilities were as follows: Financial assets at fair value Intangible through profit assets or loss Total RMB’000 RMB’000 RMB’000 At January 31, 2017 — — — Recognized in the profit or loss — — — At December 31, 2017 — — — Acquisition of subsidiary(Note 33) 21,335 — 21,335 Recognized in the profit or loss (2,855) 6,631 3,776 At December 31, 2018 18,480 6,631 25,111 Acquisition of subsidiary(Note 33) 24,403 — 24,403 Recognized in the profit or loss (9,592) (6,631) (16,223) At December 31, 2019 33,291 — 33,291 (c) Offsetting of deferred tax assets and deferred tax liabilities As at December 31, 2018 2019 RMB’000 RMB’000 Deferred tax assets after offsetting 348,672 423,786 Deferred tax liabilities after offsetting 18,480 33,291 |
Cash flow information
Cash flow information | 12 Months Ended |
Dec. 31, 2019 | |
Cash flow information | |
Cash flow information | 31 Cash flow information (a) Cash used in operations For the year ended December 31, 2017 2018 2019 RMB’000 RMB’000 RMB’000 Loss before income tax (976,633) (1,163,816) (1,762,436) Depreciation and amortization 287,554 354,027 459,856 Net impairment losses on financial and contract assets — 2,224 45,167 Gain on disposal of lease assets and derecognition of lease liabilities (Note 8) — (5,232) — Gain on disposal of property, plant and equipment (Note 8) — — (13,267) Expected credit loss on financial guarantee contracts 11,229 286,387 127,312 Share-based payments expenses (Note 24) 376 7,751 76,364 Fair value adjustment to derivatives (Note 8) — 2,438 244 Net gain on financial assets at fair value through profits or loss (Note 8) (22,667) (102,582) (38,891) Share of losses of associate and joint venture (Note 14) 2,747 15,442 14,854 Gain on dilution of investment in associate (Note 14) — (7,641) — Finance costs 85,590 160,654 172,672 Interest from loans to related parties (Note 32(b)) — — (417) Interest from restricted cash — (104,234) (109,592) Interest from exchange fund bills — — (45) Changes in working capital : Trade receivables (15,818) (218,275) (445,568) Contract assets — (109,815) (29,187) Prepayments and other receivables (250,889) 34,507 (95,163) Trade and other payable 515,585 130,598 (350,268) Contract liabilities 26,206 39,600 (4,184) Payroll and welfare payables 108,035 188,829 136,824 (228,685) (489,138) (1,815,725) (b) Non‑cash investing and financing activities For the year ended December 31, 2017 2018 2019 RMB’000 RMB’000 RMB’000 Acquisition of right‑of‑use properties by leasing (Note 12) 33,039 225,638 46,479 Recognition of redemption liability to acquire non‑controlling interests (Note 33) — 188,080 44,105 33,039 413,718 90,584 (c) Reconciliation of cash and liquid investments and gross debt This section sets out an analysis of cash and liquid investments and gross debt as of December 31, 2018 and 2019 and the movements in cash and liquid investments and gross debt for the years ended December 31, 2017, 2018 and 2019. As at December 31, 2018 2019 RMB’000 RMB’000 Restricted cash 3,996,238 3,440,289 Cash and cash equivalents 565,027 1,077,875 Financial assets at fair value through profit or loss 2,540,925 1,690,967 Lease liabilities (Note 26) (209,320) (189,689) —due within one year (82,452) (101,889) —due after one year (126,868) (87,800) Borrowings — repayable within one year (3,386,100) (3,218,566) 3,506,770 2,800,876 Cash and liquid investments 7,102,190 6,209,131 Gross debt — fixed interest rates (3,595,420) (3,408,255) 3,506,770 2,800,876 Financial assets at fair value Liabilities from through financing activities Restricted Cash and cash profit or Lease cash equivalents loss liabilities Borrowings Total RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 As at January 1, 2017 — 78,158 772,844 (131,970) (1,016,320) (297,288) Cash flows 1,100 769,609 90,422 50,432 (500,000) 411,563 Acquisition of right‑of‑use assets — — — (33,039) — (33,039) Other Changes(i) — — (6,135) 14,074 7,939 As at December 31, 2017 1,100 847,767 863,266 (120,712) (1,502,246) 89,175 Cash flows 3,590,548 (295,312) 1,674,278 83,727 (1,815,337) 3,237,904 Acquisition of right‑of‑use assets — — — (225,638) — (225,638) Other Changes(i) 404,590 12,572 3,381 53,303 (68,517) 405,329 As at December 31, 2018 3,996,238 565,027 2,540,925 (209,320) (3,386,100) 3,506,770 Cash flows (708,033) 507,942 (924,307) 76,895 326,663 (720,840) Acquisition of subsidiaries (Note 33) — — 35,458 — (9,850) 25,608 Acquisition of right-of-use assets — — — (46,479) — (46,479) Other Changes(i) 152,084 4,906 38,891 (10,785) (149,279) 35,817 As at December 31, 2019 3,440,289 1,077,875 1,690,967 (189,689) (3,218,566) 2,800,876 (i) Other changes include accrued interests, disposal, foreign currency translation differences and other non‑cash movements. |
Related party transactions
Related party transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related party transactions | |
Related party transactions | 32 Related party transactions The following significant transactions were carried out between the Group and its related parties during the years ended December 31, 2017, 2018 and 2019. In the opinion of the Directors of the Company, the related party transactions were carried out in the normal course of business and at terms negotiated between the Group and the respective related parties. (a) Names and relationships with related parties The following companies are related parties of the Group that had balances and/or transactions with the Group during the years ended December 31, 2017, 2018 and 2019. Name of related parties Relationship with the Group At December 31, 2017/For the year ended December 31, 2017 At December 31, 2018 and 2019/For the year ended December 31, 2018 and 2019 Sen Rong Limited Not applicable Parent Company Bo Yu Limited Not applicable A shareholder that has significant influence over the Group Ping An Group Ultimate parent company of Bo Yu Ultimate parent company of Bo Yu Subsidiaries of Ping An Group Controlled by Ping An Group Controlled by Ping An Group Lufax Holding Ltd. (‘Lufax’) Significant influenced by Ping An Group Not applicable* Lufax Group excluding Puhui Lixin Lufax and its subsidiaries Not applicable* Puhui Lixin Subsidiary of Lufax Group and significant influenced by the Group in the meanwhile Subsidiary of Lufax Group, significant influenced by the Group * Ping An Group is no longer the ultimate controlling shareholder of the Group from November 29, 2017, and as a result, Lufax and Lufax Group are not related parties of the Group starting from November 29, 2017. The revenue generated from Lufax and Lufax Group excluding Puhui Lixin for the years ended December 31, 2018 and 2019, which are no longer related party transactions, are not included in the following related parties transactions. (b) Significant transactions with related parties For the year ended December 31, 2017 2018 2019 RMB’000 RMB’000 RMB’000 Revenue Ping An Group and its subsidiaries* 108,228 647,086 998,749 Puhui Lixin 17,648 65,544 8,406 Lufax Group excluding Puhui Lixin 157,445 Not applicable (Note 32(a)) Not applicable (Note 32(a)) 283,321 712,630 1,007,155 * The Group provided lending solution services to a subsidiary of Ping An Group while the subsidiary of Ping An Group was not charged. The service fee was charged to borrowers directly. The revenue generated from such transactions for the years ended December 31, 2017, 2018 and 2019, was not included in the above revenue from Ping An Group and its subsidiaries, amounted to RMB127,504,546, RMB 10,482,246 and RMB 10,479,256, respectively. The Group also provided lending solution services to third party lenders through contractual arrangement with another subsidiary of Ping An Group while the Group directly charged the related service fees to the subsidiary of Ping An Group. The revenue generated from such transactions for the years ended December 31, 2017, 2018 and 2019, was included in the above revenue from Ping An Group and its subsidiaries, amounted to RMB Nil, RMB129,927,000 and RMB14,495,191, respectively. Revenue generated by providing implementation and support service jointly with Ping An Technology (Shenzhen) Co., Ltd, a related party, for the years ended December 31, 2017, 2018 and 2019 amounted to RMB Nil, RMB9,255,000 and RMB4,240,432, respectively. Purchase of services Ping An Group and its subsidiaries 358,077 675,793 758,505 Net gain on disposal of property, plant and equipment and intangible asset Ping An Group and its subsidiaries — — 13,321 Net gain from wealth management products issued by related parties Ping An Group and its subsidiaries 22,550 102,582 36,732 Investment income from loan to related party Lufax Group excluding Puhui Lixin 1,967 Not applicable Not applicable Ping An Group and its subsidiaries — 193 417 1,967 193 417 Interest income on bank deposits Ping An Group and its subsidiaries 1,955 117,172 77,824 Leasing payment Ping An Group and its subsidiaries 46,768 41,217 19,623 Interest expenses Ping An Group and its subsidiaries 79,454 139,237 82,475 (c) Year end balances with related parties As at December 31, 2018 2019 RMB’000 RMB’000 Loan to related party Ping An Group and its subsidiaries 15,027 — Trade receivables Ping An Group and its subsidiaries (i) 142,223 281,223 Puhui Lixin (i) 3,245 1,963 145,468 283,186 Contract assets Ping An Group and its subsidiaries 75,383 71,114 Prepayment and other receivables Ping An Group and its subsidiaries (i) 40,848 190,447 Financial assets at fair value through profit or loss (Note 20) Ping An Group and its subsidiaries 2,540,925 1,655,509 Cash and restricted cash Ping An Group and its subsidiaries 4,317,364 2,391,879 Trade and other payables Ping An Group and its subsidiaries (i) 308,700 155,337 Contract liabilities Ping An Group and its subsidiaries (i) — 5,775 Short‑term borrowings (Note 27) Ping An Group and its subsidiaries 3,072,755 1,210,920 Derivative financial liabilities Ping An Group and its subsidiaries 2,438 2,682 (i) (d) Key management personnel compensations Key management includes directors (executive and non‑executive) and senior officers. The compensations paid or payable by the Group to key management for employee services are shown below: For the year ended December 31, 2017 2018 2019 RMB’000 RMB’000 Wages and salaries 14,502 23,389 21,661 Welfare and other benefits 1,948 2,253 2,108 Share‑based payments 37 360 1,166 16,487 26,002 24,935 |
Business combination
Business combination | 12 Months Ended |
Dec. 31, 2019 | |
Business combination | |
Business combination | 33 Business combination (a) Acquisition of BER Technology On June 30, 2019, the Group entered into a share purchase agreement with selling shareholders to acquire 80% equity interests of BER Technology, which is a service provider principally specialized in scenario-basic retail digital banking platform establishment and operation. Goodwill of approximately RMB29,784,000 was recognized. It was mainly attributable to the operating synergies and economics of scale expected to be derived from combining the operations of the Group and BER Technology. None of the goodwill is expected to be deductible for income tax purpose. The Group chose to recognize the non-controlling interests at its proportionate share of the acquired net identifiable assets. The following table summarizes the purchase consideration, fair value of assets acquired and liability assumed, and the non-controlling interests recognized as at the acquisition date. As at June 30, 2019 RMB’000 Total purchase consideration (Note) 94,562 Recognized amounts of identifiable assets acquired and liabilities assumed: Property and equipment 7,560 Intangible assets 51,778 Deferred tax assets 4,625 Prepayments and other receivables 4,561 Trade receivables 9,724 Contract assets 40,488 Cash and cash equivalents 1,993 Trade and other payables (18,287) Short‑term borrowings (9,850) Payroll and welfare payables (4,178) Deferred tax liability (7,442) Total identifiable net assets 80,972 Non‑controlling interest (16,194) Goodwill 29,784 94,562 Note: Details of the purchase consideration is as follows: As at June 30, 2019 RMB’000 Total consideration: Cash paid 58,728 Ordinary shares issued (i) 37,272 Contingent returnable consideration (ii) (1,438) Total purchase consideration 94,562 Outflow of cash to acquire subsidiary, net of cash acquired Cash consideration 58,728 Less: Cash and cash equivalent acquired (1,993) Net cash outflow for acquisition of subsidiary 56,735 (i) The fair value of 704,644 shares issued as part of the consideration paid for acquisition of BER Technology was based on price of USD7.5 per share. (ii) Pursuant to the share purchase agreement, 20% of total cash paid and the ordinary shares issued by the Company as the consideration of the acquisition will be subject to the earn-out mechanism set forth in the share purchase agreement. If BER Technology fails to meet the revenue goal within three years starting from July 1, 2019, certain cash paid and number of ordinary shares issued are required to be returned to the Company in accordance with the earn-out mechanism. “Monte Carlo Simulation Method” was used in this exercise to measure the fair value of the contingent returnable consideration. As of June 30, 2019, financial assets at fair value through profit or loss of approximately RMB1,438,000 in relation to aforesaid contingent returnable consideration was recognized in the consolidated balance sheet, which was based on the earn-out mechanism. In addition, according to the shareholders agreement, the non-controlling shareholders shall have the right to request the Group to purchase the remaining 20% equity interests in BER Technology in an agreed period from June 30, 2022 to December 31, 2022. The purchase price was determined based on the financial performance of BER Technology or a pre-determined formula that set out in the respective shareholders agreement. Accordingly, the redemption liability of approximately RMB44,105,000 was initially recognized by the Group upon completion of acquisition as at the present value of the estimated future cash outflows, and the same amount was debited to other reserve. The redemption liability was subsequently measured at amortized cost. The acquired business contributed revenues of approximately RMB41,443,000 and net loss of approximately RMB7,564,000 to the Group for the period from June 30, 2019 to December 31, 2019. If the acquisition had occurred on January 1, 2019, consolidated pro-forma revenue and net loss of the Group for the year ended December 31, 2019 would have been increased by approximately RMB62,826,000 and approximately RMB21,748,000, respectively. These amounts have been calculated using the subsidiary’s results and adjusting them for the additional depreciation and amortization that would have been charged assuming the fair value adjustments to property and equipment and intangible assets had applied from January 1, 2019, together with the consequential tax effects. The related acquisition costs are not material to the Group's consolidated financial statements. (b) Acquisition of View Foundation International Limited (“View Foundation”) On August 30, 2019, the Group acquired 98.9% equity interests of View Foundation at a cash consideration of RMB276,700,000, which is principally engaged in the provision of digital certification and related services and solutions. Goodwill of approximately RMB133,362,000 was recognized. It was mainly attributable to the operating synergies and economics of scale expected to be derived from combining the operations of the Group and View Foundation. None of the goodwill is expected to be deductible for income tax purpose. The Group chose to recognize the non-controlling interests at its proportionate share of the acquired net identifiable assets. The following table summarizes the purchase consideration, fair value of assets acquired and liability assumed, and the non-controlling interests recognized as at the acquisition date. As at August 30, 2019 RMB’000 Total purchase consideration Recognized amounts of identifiable assets acquired and liabilities assumed: Property and equipment 10,564 Intangible assets 120,189 Inventories 895 Prepayments and other receivables 43,614 Trade receivables 10,421 Financial assets at fair value through profit or loss 34,020 Cash and cash equivalents 14,644 Deferred tax liabilities (16,961) Trade and other payables (14,128) Contract liabilities (56,038) Payroll and welfare payables (2,302) Total identifiable net assets 144,918 Non-controlling interest (1,580) Goodwill 133,362 276,700 Outflow of cash to acquire subsidiary, net of cash acquired Total Cash consideration 276,700 Less: Unpaid cash consideration (48,000) Cash and cash equivalent acquired (14,644) Net cash outflow for acquisition of subsidiary: 214,056 The acquired business contributed revenues of approximately RMB33,615,000 and net loss of approximately RMB8,225,000 to the Group for the period from August 30, 2019 to December 31, 2019. If the acquisition had occurred on January 1, 2019, consolidated pro-forma revenue and net loss of the Group for the year ended December 31, 2019 would have been increased by approximately RMB86,692,000 and approximately RMB5,528,000, respectively. These amounts have been calculated using the subsidiary’s results and adjusting them for the additional depreciation and amortization that would have been charged assuming the fair value adjustments to property and equipment and intangible assets had applied from January 1, 2019, together with the consequential tax effects. The related acquisition costs are not material to the Group’s consolidated financial statements. (c) On July 31, 2018, the Group completed its acquisition of 51.67% equity interest of Vantage Point Technology and Vantage Point Technology became a subsidiary of the Group thereafter. The principal activities of Vantage Point Technology are to provide risk management and profit management consultation, system implementation and training services. The purchase consideration for the acquisition of 51.67% equity interest was RMB 238,592,000. The acquisition has been accounted for using the acquisition method. The goodwill of RMB126,015,000 is attributable to the workforce and synergies of the acquired business. It will not be deductible for tax purposes. The Group wrote a put option on the remaining 48.33% equity in Vantage Point Technology. The put option provides the non-controlling shareholders of Vantage Point Technology with the right to require the Group to purchase the remaining equity interest subject to the terms and conditions of the put option. A financial liability (redemption liability) of RMB183,569,000 was initially recognized on the Acquisition Date to account for the put option and other reserve of the same amount were debited accordingly. The redemption liability was subsequently measured at amortized cost. As at December 31, 2018 and 2019, the redemption liability amounted to RMB 188,080,000 and RMB194,854,000, respectively. |
The Group's maximum exposure to
The Group's maximum exposure to unconsolidated structured entities | 12 Months Ended |
Dec. 31, 2019 | |
The Group?s maximum exposure to unconsolidated structured entities | |
The Group?s maximum exposure to unconsolidated structured entities | 34 The Group’s maximum exposure to unconsolidated structured entities The Group has determined that all of assets management products managed by the Group and its investments in wealth management products, which are not controlled by the Group, are unconsolidated structured entities. The Group invests in wealth management products managed by related parties for treasury management purposes. The Group also managed some assets management fund products as fund manager to generate fees from managing assets on behalf of other investors, mainly Ping An Group and its subsidiaries. The assets management fund products are financed by capital contribution from investors. The following table shows the Group’s maximum exposure to the unconsolidated structured entities which represents the Group’s maximum possible risk exposure that could occur as a result of the Group’s arrangements with structured entities. The maximum exposure is contingent in nature and approximates the sum of direct investments made by the Group. The direct investments made by the Group are classified as FVPL. The size of unconsolidated structured entities and the Group’s funding and maximum exposure are shown below: Unconsolidated structured entities The Group's Carrying maximum Interest held December 31, 2018 Size amount exposure by the Group RMB’000 RMB’000 RMB’000 Asset management products managed by the Group 4,420,839 2,649 2,649 Service fee Wealth management products managed by related parties Note a 2,540,925 2,540,925 Investment income Unconsolidated structured entities The Group’s Carrying maximum Interest held December 31, 2019 Size amount exposure by the Group RMB’000 RMB’000 RMB’000 Asset management products managed by the Group 2,315,000 — — Service fee Asset management products managed by related parties Note a 166,235 166,235 Investment income Wealth management products managed by related parties Note a 1,489,274 1,489,274 Investment income Wealth management products managed by third party Note b 34,020 34,020 Investment income Note a: These asset management products and wealth management products are sponsored by related financial institutions and the information related to size of these structured entities were not publicly available. The carrying amount is recorded in financial assets at fair value through profit or loss. Note b: The wealth management product is sponsored by Guangdong Huaxing Bank and the information related to size of the structured entity was not publicly available. The carrying amount is recorded in financial assets at fair value through profit or loss. |
Contingencies
Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Contingencies | |
Contingencies | 35 Contingencies The Group did not have any material contingent liabilities as at December 31, 2018 and 2019. |
Events occurring after the repo
Events occurring after the reporting period | 12 Months Ended |
Dec. 31, 2019 | |
Events occurring after the reporting period | |
Events occurring after the reporting period | 36 Events occurring after the reporting period Subsequently on January 14, 2020, the over-allotment options for the IPO were partially exercised and an addition of 3,520,000 ADSs were newly issued. The Company received a net proceeds of approximately RMB225,728,000 (USD32,736,000) associated with issuing additional 10,560,000 ordinary shares. Since the outbreak of Coronavirus Disease 2019 (“COVID-19”) in January 2020, the prevention and control of the COVID-19 has been going on throughout China. The Group’s operations have been impacted by delays in project implementation, client interactions and general uncertainty surrounding the duration of the government’s extended business and travel restrictions. The Group has been proactively working with existing and new customers to assist their shift to cloud-based solutions amid the interruptions and is well positioned to support financial institutions in all circumstances. The Group will keep continuous attention on the situation of the COVID-19, assess and react actively to its impacts on the financial position and operating results of the Group. Up to the date on which the consolidated financial statements are issued, the assessment is still in progress. |
Restricted net assets
Restricted net assets | 12 Months Ended |
Dec. 31, 2019 | |
Restricted net assets | |
Restricted net assets | 37 Restricted net assets Relevant PRC laws and regulations permit payments of dividends by the subsidiaries, the VIEs and Subsidiaries of VIEs incorporated in the PRC only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. In addition, each of the Company’s subsidiaries, the VIEs and Subsidiaries of VIEs is required to annually appropriate 10% of net after‑tax income to the statutory general reserve fund prior to payment of any dividends, unless such reserve funds have reached 50% of its respective registered capital. As a result of these and other restrictions under PRC laws and regulations, the subsidiaries and the Consolidated Affiliated Entities are restricted in their ability to transfer a portion of their net assets to the Company either in the form of dividends, loans or advances of the Group’s total consolidated net assets. As of December 31, 2019, the total restricted net assets of the Company’s subsidiaries and the VIEs and Subsidiaries of VIEs incorporated in PRC and subjected to restriction amounted to approximately RMB1,102,833,000. Even though the Company currently does not require any such dividends, loans or advances from the PRC entities for working capital and other funding purposes, the Company may in the future require additional cash resources from them due to changes in business conditions, to fund future acquisitions and development, or merely to declare and pay dividends or distributions to its shareholders. Except for the above, there is no other restriction on the use of proceeds generated by the Company’s subsidiaries and the VIEs and Subsidiaries of VIEs to satisfy any obligations of the Company. |
Parent company only condensed f
Parent company only condensed financial information | 12 Months Ended |
Dec. 31, 2019 | |
Parent company only condensed financial information | |
Parent company only condensed financial information | 38 Parent company only condensed financial information Parent Company only financial statements have been provided pursuant to the requirements of Securities and Exchange Commission Regulation S‑X Rule 12‑04(a), which require condensed financial information as to financial position, cash flows and results of operations of a parent company as of the same dates and for the same periods for which audited consolidated financial statements have been presented, as the restricted net assets of the Company’s consolidated subsidiaries, including VIEs, as of December 31, 2019 exceeded the 25% threshold, using the same accounting policies as set out in the Group’s consolidated financial statements, except that the Company uses the equity method to account for investments in its subsidiaries and VIEs. Certain information and footnote disclosures generally included in financial statements prepared in accordance with IFRSs have been condensed and omitted. The footnote disclosures contain supplemental information relating to the operations of the Company, as such, these statements are not the general‑purpose financial statements of the reporting entity and should be read in conjunction with the notes to the consolidated financial statements of the Company. The Company did not have significant capital and other commitments or guarantees as of December 31, 2019. The subsidiaries did not pay any dividend to the Company for the years presented. Condensed Statements of Comprehensive Income Year ended December 31 2017 2018 2019 RMB’000 RMB’000 RMB’000 Selling and marketing expenses — — (1,825) General and administrative expenses — (25,164) (52,860) Other income, gains or loss‑net — 20,747 4,784 Operating loss — (4,417) (49,901) Finance income — 22,730 6,427 Share of losses of joint venture — — (526) Share of loss of subsidiaries and VIEs (606,956) (1,214,025) (1,616,566) Loss for the year (606,956) (1,195,712) (1,660,566) Other comprehensive income, net of tax – Foreign currency translation differences — 396,520 78,775 – Changes in the fair value of debt instruments at fair value through other comprehensive income — — 40 Total comprehensive loss (606,956) (799,192) (1,581,751) Condensed Balance Sheets As at December 31, 2018 2019 RMB’000 RMB’000 ASSETS Non‑current assets Investment in subsidiaries 3,715,759 3,816,927 Total non‑current assets 3,715,759 3,816,927 Current assets Amount due from subsidiaries 31,297 85,694 Prepayments and other receivables 265 2,540 Cash and cash equivalents 159,644 634,507 Total current assets 191,206 722,741 Total assets 3,906,965 4,539,668 EQUITY AND LIABILITIES Equity Share capital 66 73 Shares held for share option scheme (88,280) (88,280) Reserves 6,151,453 8,461,637 Accumulated loss (2,342,752) (4,003,318) Total equity 3,720,487 4,370,112 Liabilities Non‑current liabilities Amounts payable for purchase of shares held for share option scheme 88,280 88,280 Total non‑current liabilities 88,280 88,280 Current liabilities Investment deposit received from investors 90,002 — Unpaid business acquisition consideration of View Foundation 48,000 Accrued expenses 8,196 33,276 Total current liabilities 98,198 81,276 Total liabilities 186,478 169,556 Total equity and liabilities 3,906,965 4,539,668 Condensed Statements of Cash Flows Year ended December 31 2017 2018 2019 RMB’000 RMB’000 RMB’000 Cash generated from /(used in) operating activities Cash generated from /(used in) operations — 13,672 (2,275) Net cash generated from /(used in) operating activities — 13,672 (2,275) Cash flows from investing activities Payment for investment in subsidiaries, net of cash acquired — (4,655,746) (1,580,599) Payment for loan to subsidiaries — (31,297) (54,397) Net cash used in investing activities — (4,687,043) (1,634,996) Cash flows from financing activities Proceeds from issuance of ordinary shares 431,257 4,409,771 102,080 Proceeds from issuance of ordinary shares upon initial public offering — — 2,035,177 Share issue transaction costs — (20,585) (28,142) Net cash generated from financing activities 431,257 4,389,186 2,109,115 Net increase /(decrease) in cash and cash equivalents 431,257 (284,185) 471,844 Cash and cash equivalents at the beginning of the year — 431,257 159,644 Effects of exchange rate changes on cash and cash equivalents — 12,572 3,019 Cash and cash equivalents at the end of year 431,257 159,644 634,507 |
Summary of significant accoun_2
Summary of significant accounting policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Summary of significant accounting policies | |
Basis of preparation | Basis of preparation Immediately prior to and after the Recapitalization, the Listing Business is held by Shanghai OneConnect. Pursuant to the Recapitalization, Shanghai OneConnect and the Listing Business are transferred to and controlled by the Company. The Company and those companies newly set up during the Recapitalization have not been involved in any other business prior to the Recapitalization and their operations do not meet the definition of a business. The Recapitalization is merely a recapitalization of the Listing Business with no change in management of such business and the ultimate owners of the Listing Business remain the same. Accordingly, the Group resulting from the Recapitalization is regarded as a continuation of the Listing Business conducted under Shanghai OneConnect. The consolidated financial statements of the Group has been prepared and presented using the carrying amounts of the income, expenses, assets and liabilities of the consolidated financial statements of Shanghai OneConnect for all periods presented. The consolidated financial statements of the Group have been prepared in accordance with International Financial Reporting Standards (“IFRSs”) issued by the International Accounting Standards Board (“IASB”). The consolidated financial statements have been prepared under the historical cost convention, as modified by the revaluation of financial assets at fair value through other comprehensive income, financial assets at fair value through profit or loss and derivative financial liabilities, which are carried at fair value and subsequent changes are recognized in the statement of comprehensive income. The preparation of the consolidated financial statements in conformity with IFRSs requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 3 below. Recent accounting pronouncements (a) New and amended standards and interpretations adopted by the Group The group has applied the following standards and amendments for the first time for their annual reporting period commencing January 1, 2019: · Prepayment Features with Negative Compensation – Amendments to IFRS 9 · Long-term Interests in Associates and Joint Ventures – Amendments to IAS 28 · Annual Improvements to IFRS Standards 2015 – 2017 Cycle · Plan Amendment, Curtailment or Settlement – Amendments to IAS 19 · Interpretation 23 Uncertainty over Income Tax Treatments. The amendments listed above did not have any impact on the amounts recognized in prior periods and are not expected to significantly affect the current or future periods. (b) New standards and amendments to standards and interpretations not yet adopted A number of new standards and amendments to standards and interpretations have been issued but not effective during the years ended December 31, 2019 and have not been early adopted by the Group in preparing these consolidated financial statements: Effective for annual Amendments to IFRS 10 and IAS 28 Sale or contribution of assets between an investor and its associate or joint venture To be determined Conceptual Framework for Financial Reporting 2018 Revised Conceptual Framework for Financial Reporting January 1, 2020 Amendments to IAS 1 and IAS 8 Definition of Material January 1, 2020 Amendments to IFRS 3 Definition of a Business January 1, 2020 IFRS 17 Insurance Contracts January 1, 2023 The above new standards, new interpretations and amended standards are not expected to have a material impact on the consolidated financial statements of the Group. |
Principles of consolidation and equity accounting | Principles of consolidation and equity accounting 2.2.1 Subsidiaries Subsidiaries are all entities (including structured entities or VIEs as stated in Note 1.2 above) over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the group. They are deconsolidated from the date that control ceases. Intercompany transactions, balances and unrealized gains on transactions between group companies are eliminated. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the transferred asset. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group. Non‑controlling interests in the results and equity of subsidiaries are shown separately in the consolidated statements of comprehensive income, consolidated statement of changes in equity and consolidated balance sheet, respectively. 2.2.2 Investments accounted for using the equity method (i) Associate An associate is an entity over which the Group has significant influence but not control, generally accompanying a shareholding of between 20% and 50% of the voting rights. Significant influence could be demonstrated for an investment of less than 20%, for example, by representation on the board of directors or equivalent governing body of the investee. Investments in associates are accounted for using the equity method of accounting. (ii) Joint ventures Investments in joint arrangements are classified as either joint operations or joint ventures. The classification depends on the contractual rights and obligations of each investor, rather than the legal structure of the joint arrangement. Investments in joint ventures are accounted for using the equity method. Under the equity method, the investment is initially recognized at cost, and the carrying amount is increased or decreased to recognize the investor’s share of the profit or loss of the investee after the date of acquisition. The Group's investment accounted for using the equity method include goodwill identified on acquisition. Upon the acquisition of the ownership interest in an associate or a joint venture, any difference between the cost of the investment accounted for using the equity method and the Group’s share of the net fair value of the investment’s identifiable assets and liabilities is accounted for as goodwill. If the ownership interest in an associate or a joint venture is reduced but significant influence is retained, only a proportionate share of the amounts previously recognized in other comprehensive income is reclassified to profit or loss where appropriate. The Group's share of post-acquisition profit or loss is recognized in the consolidated statement of comprehensive income, and its share of post-acquisition movements in other comprehensive income is recognized in other comprehensive income with a corresponding adjustment to the carrying amount of the investment. When the Group's share of losses in investment accounted for using the equity method equals or exceeds its interest in the investment, including any other unsecured receivables, the Group does not recognize further losses, unless it has incurred legal or constructive obligations or made payments on behalf of the investment. The Group determines at each reporting date whether there is any objective evidence that the investment accounted for using the equity method is impaired. If this is the case, the Group calculates the amount of impairment as the difference between the recoverable amount of the investment and its carrying value and recognizes the amount adjacent to “share of loss of associate and joint venture” in the consolidated statement of comprehensive income. Profits and losses resulting from upstream and downstream transactions between the Group and its investment accounted for using the equity method are recognized in the Group’s financial statements only to the extent of unrelated investor’s interests in the investment. Unrealized losses are eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates have been changed where necessary to ensure consistency with the policies adopted by the Group. Gain or losses on dilution of equity interest in the investment accounted for using the equity method are recognized in the consolidated statement of comprehensive income. |
Structured Entities | Structured Entities A structured entity is an entity that has been designed so that voting or similar rights are not the dominant factor in deciding who controls the entity, such as when any voting rights relate to administrative tasks only, and the relevant activities are directed by means of contractual or related arrangements. The Group determines whether it is an agent or a principal in relation to those structured entities in which the Group acts as an asset manager on management’s judgement. If an asset manager is agent, it acts primarily on behalf of others and so does not control the structured entity. It may be principal if it acts primarily for itself, and therefore controls the structured entity. With respect to the PRC Operating Entities, the Group acts as a principal and the determination of the consolidation of PRC Operating Entities is set out in Note 1.2. The unconsolidated structured entities in which the Group acts as an asset manager is set out in Note 34. |
Business combination | Business combination Except for business combinations under common control, the Group applies the acquisition method to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred to the former owners of the acquiree and the equity interests issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. The Group recognizes any non‑controlling interest in the acquiree on an acquisition‑by‑acquisition basis. Non‑controlling interests in the acquiree that are present ownership interests and entitle their holders to a proportionate share of the entity’s net assets in the event of liquidation are measured at either fair value or the present ownership interests’ proportionate share in the recognized amounts of the acquiree’s identifiable net assets. All other components of non‑controlling interests are measured at their acquisition date fair value, unless another measurement basis is required by IFRS. Acquisition‑related costs are expensed as incurred. If the business combination is achieved in stages, the acquisition date carrying value of the acquirer’s previously held equity interest in the acquiree is re‑measured to fair value at the acquisition date; any gains or losses arising from such re‑measurement are recognized in profit or loss. Any contingent consideration to be transferred by the Group is recognized at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration that is deemed to be an asset or liability is recognized in profit or loss. Contingent consideration that is classified as equity is not remeasured, and its subsequent settlement is accounted for within equity. The excess of the consideration transferred, the amount of any non‑controlling interest in the acquiree and the acquisition‑date fair value of any previous equity interest in the acquiree over the fair value of the identifiable net assets acquired is recorded as goodwill. If the total of consideration transferred, non‑controlling interest recognized and previously held interest measured is less than the fair value of the net assets of the subsidiary acquired in the case of a bargain purchase, the difference is recognized directly in the income statement. Intra‑group transactions, balances and unrealized gains on transactions between group companies are eliminated. Unrealized losses are also eliminated. When necessary, amounts reported by subsidiaries have been adjusted to conform with the Group’s accounting policies. |
Segment reporting | Segment reporting Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision makers, who are responsible for allocating resources and assessing performance of the operating segments and making strategic decisions. The Group’s chief operating decision makers have been identified as the executive directors of the Company, who review the consolidated results of operations when making decisions about allocating resources and assessing performance of the Group as a whole. For the purpose of internal reporting and management’s operation review, the chief operating decision‑makers and management personnel do not segregate the Group’s business by product or service lines. Hence, the Group has only one operating segment. In addition, the Group does not distinguish between markets or segments for the purpose of internal reporting. As the Group’s assets and liabilities are substantially located in the PRC, substantially all revenues are earned and substantially all expenses incurred in the PRC, no geographical segments are presented. |
Foreign currency translation | Foreign currency translation Functional and presentation currency Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The functional currency of the Company is the United States dollar (“US$”). RMB is the functional currency of the subsidiaries in PRC. As the major operations of the Group are within the PRC, the directors of the Company have chosen to present the Group’s financial statements in RMB (the presentation currency). Transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at year end exchange rates are generally recognized in the consolidated statements of comprehensive income. Foreign exchange gains and losses that relate to borrowings are presented in the consolidated statements of comprehensive income, within finance costs. All other foreign exchange gains and losses are presented in the consolidated statements of comprehensive income on a net basis within other income, gains or loss - net. Non‑monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. Translation differences on assets and liabilities carried at fair value are reported as part of the fair value gain or loss. For example, translation differences on non‑monetary assets and liabilities such as equities held at fair value through profit or loss are recognized in profit or loss as part of the fair value gain or loss and translation differences on non‑monetary assets such as equities classified as fair value through other comprehensive income are recognized in other comprehensive income. Group companies The results and financial position of foreign operations (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows: · assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet · income and expenses for each statement of profit or loss and statement of comprehensive income are translated at average exchange rates (unless this is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions), and · all resulting exchange differences are recognized in other comprehensive income. On consolidation, exchange differences arising from the translation of any net investment in foreign entities, and of borrowings and other financial instruments designated as hedges of such investments, are recognized in other comprehensive income. When a foreign operation is sold or any borrowings forming part of the net investment are repaid, the associated exchange differences are reclassified to profit or loss, as part of the gain or loss on sale. |
Property and equipment | Property and equipment Property and equipment are stated at historical cost less depreciation. Historical cost includes expenditure that is directly attribute to the acquisition of the items. Depreciation on property and equipment is calculated using the straight‑line method to allocate their cost to their residual values over their estimated useful lives or, in case of a leasehold improvements, the shorter lease term as follows: Category Expected useful life Office and telecommunication equipment 3-5 years Leasehold improvements 5 years The assets’ residual values and useful lives are reviewed, and adjusted quarterly if appropriate, at the end of each reporting period. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognized within ‘Other income, gains or loss - net’ in the consolidated statements of comprehensive income. |
Intangible assets | Intangible assets The Group’s intangible assets include application and platform, purchased software, development cost in progress, goodwill and others. Intangible assets can be recognized only when future economic benefits expected to be obtained from the use of the item will flow into the Group and its cost can be measured reliably. Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business combination is the fair value as at the date of acquisition. Costs associated with maintaining application and platform are recognized as an expense as incurred. Development costs that are directly attributable to the development and testing of identifiable application and platform controlled by the Group are recognized as intangible assets when the following criteria are met: · it is technically feasible to complete the application and platform so that it will be available for use · management intends to complete the application and platform and use or sell it · there is an ability to use or sell · it can be demonstrated how the application and platform will generate probable future economic benefits · adequate technical, financial and other resources to complete the development and to use or sell the application and platform are available, and · the expenditure attributable to the application and platform during its development can be reliably measured. Directly attributable costs that are capitalized include employee costs, technology service fee and an appropriate portion of relevant overheads. Research expenditure and development expenditure that do not meet the criteria above are recognized as an expense as incurred. Development costs previously recognized as an expense are not recognized as an asset in a subsequent period. Capitalized development costs are recorded as intangible assets and amortized from the point at which the asset is ready for use. The useful lives of intangible assets are assessed by the period of bringing economic benefits for the Group. The useful lives of intangible assets are set as follows: Expected useful life Application and platform 3 ‑ 10 years Purchased software 3 ‑ 5 years License 3 ‑ 5 years Intangible assets with finite lives are subsequently amortized on the straight‑line basis over the useful economic life. The amortization period and the amortization method for an intangible asset with a finite useful life are reviewed, and adjusted if appropriate, at least at each year end. Intangible assets with indefinite useful lives are not amortized, but are subject to annual impairment assessment. |
Impairment of non financial assets | Impairment of non‑financial assets The Group assesses at each reporting date whether there is an indication that a non‑financial asset other than deferred tax assets may be impaired. If any such indication exists, or when annual impairment testing for a non‑financial asset is required, the Group makes an estimate of the asset’s recoverable amount. A non‑financial asset’s recoverable amount is the higher of the asset’s or cash‑generating unit’s fair value less costs to sell and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets, in which case the recoverable amount is determined for the cash‑generating unit to which the asset belongs. Where the carrying amount of a non‑financial asset exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs to disposal, an appropriate valuation model is used. These calculations are corroborated by valuation multiples, quoted share prices for publicly traded subsidiaries or other available fair value indicators. For non‑financial assets other than goodwill, an assessment is made at each reporting date as to whether there is any indication that previously recognized impairment losses may no longer exist or may have decreased. If such an indication exists, the Group makes an estimate of the recoverable amount. A previously recognized impairment loss is reversed only if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognized. If that is the case, the carrying amount of the asset is increased to its recoverable amount. That increased amount cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognized for the asset in prior years. Such a reversal is recognized in the statement of comprehensive income. Goodwill is reviewed for impairment, annually or more frequently if events or changes in circumstances indicate that the carrying value may be impaired. Impairment is determined by assessing the recoverable amount of the cash‑generating unit (or group of cash‑generating units), to which the goodwill relates. The recoverable amount is the higher of its fair value less costs of disposal and its value‑in‑use, determined on an individual asset (or cash‑generating unit) basis, unless the individual asset (or cash‑generating unit) does not generate cash flows that are largely independent from those of other assets or groups of assets (or groups of cash‑generating units). Impairment losses recognized in relation to goodwill are not reversed for subsequent increases in its recoverable amount. Intangible assets with indefinite useful lives and development costs in progress are tested for impairment annually at each year end either individually or at the cash‑generating unit level, as appropriate. |
Financial assets | Financial assets Classification The Group classifies its financial assets in the following measurement categories: · those to be measured subsequently at fair value (either through other comprehensive income, or through profit or loss), and · those to be measured at amortized cost. The classification depends on the entity’s business model for managing the financial assets and the contractual terms of the cash flows. For assets measured at fair value, gains and losses will either be recorded in profit or loss or other comprehensive income. For investments in debt instruments, this will depend on the business model in which the investment is held and the cash flow characteristics of the asset. For investments in equity instruments, this will depend on whether the Group has made an irrevocable election at the time of initial recognition to account for the equity investment at fair value through other comprehensive income. The Group reclassifies debt investments when and only when its business model for managing those assets changes. Recognition and measurement At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at fair value through profit or loss are expensed in the consolidated statement of comprehensive income. (a) Debt instruments Subsequent measurement of debt instruments depends on the Group’s business model for managing the asset and the cash flow characteristics of the asset. There are three measurement categories into which the Group classifies its debt instruments: · Amortized cost: Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortized cost. Interest income from these financial assets is included in finance income using the effective interest rate method. Any gain or loss arising on derecognition is recognized directly in in profit or loss and presented in other income, gains or loss together with foreign exchange gains and losses. Impairment losses are presented in the consolidated statements of comprehensive income. · Fair value through other comprehensive income (“FVOCI”): Assets that are held for collection of contractual cash flows and for selling the financial assets, where the assets’ cash flows represent solely payments of principal and interest, are measured at FVOCI. Movements in the carrying amount are taken through OCI, except for the recognition of impairment gains or losses, interest income and foreign exchange gains and losses which are recognized in profit or loss. When the financial asset is derecognized, the cumulative gain or loss previously recognized in OCI is reclassified from equity to profit or loss and recognized in other income, gains or loss. Interest income from these financial assets is included in finance income using the effective interest rate method. Foreign exchange gains and losses are presented in other income, gains or loss and impairment expenses are presented in the statement of profit or loss. · Fair value through profit or loss (“FVPL”): Assets that do not meet the criteria for amortized cost or FVOCI are measured at FVPL. A gain or loss on a debt investment that is subsequently measured at FVPL is recognized in in profit or loss and presented net within other income, gains or loss in the period in which it arises. (b) Equity instruments The Group subsequently measures all equity investments at fair value. Where the Group’s management has elected to present fair value gains and losses on equity investments in other comprehensive income, there is no subsequent reclassification of fair value gains and losses to profit or loss following the derecognition of the investment. Dividends from such investments continue to be recognized in profit or loss. Changes in the fair value of financial assets at fair value through profit or loss are recognized in profit or loss. Impairment losses (and reversal of impairment losses) on equity investments measured at FVOCI are not reported separately from other changes in fair value. (c) Impairment The group assesses on a forward looking basis the expected credit losses associated with its debt instruments carried at amortized cost and FVOCI. The impairment methodology applied depends on whether there has been a significant increase in credit risk. Expected credit loss refers to the weighted average amount of credit loss of financial instruments based on the probability of default. Credit loss refers to the difference between all contractual cash flows receivable and all cash flows that the entity expects to receive, discounted at the original effective interest rate. For trade receivables and contract assets, the Group applies the simplified approach permitted by IFRS 9, which requires expected lifetime losses to be recognized from initial recognition of the assets. The impairment matrix is determined based on historical observed default rates over the expected life of the contract assets and trade receivables with similar credit risk characteristics and is adjusted for forward‑looking estimates. At every reporting date the historical observed default rates are updated and changes in the forward‑looking estimates are analysed. Impairment on other receivables are measured as either 12‑month expected credit losses or lifetime expected credit losses, depending on whether there has been a significant increase in credit risk since initial recognition. If a significant increase in credit risk of a receivable has occurred since initial recognition, then impairment is measured as lifetime expected credit losses. Offsetting financial instruments Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right to offset the recognized amounts and there is an intention to settle on a net basis or realize the asset and settle the liability simultaneously. The legally enforceable right must not be contingent on future events and must be enforceable in the normal course of business and in the event of default, insolvency or bankruptcy of the company or the counterparty. |
Financial guarantee contracts | Financial guarantee contracts Financial guarantee payables Financial guarantee contracts are recognized as a financial liability at the time the guarantee is issued. The liability is initially measured at fair value and subsequently at the higher of · the amount determined in accordance with the expected credit loss model under IFRS 9 Financial Instruments and · the amount initially recognized less, where appropriate, the cumulative amount of income recognized in accordance with the principles of IFRS 15 Revenue from Contracts with Customers. Given that the Group is released from the underlining risk related to the guarantee throughout the term of the loan as the borrower repays the loan on monthly basis, guarantee income is recognized on a pro rata basis over the term of the loan. The fair value of financial guarantees is determined based on the present value of the difference in cash flows between the contractual payments required to be paid by the borrower to the lender under the debt instrument and the payments that would be required paid by the borrower to the lender without the guarantee, or the estimated amount that would be payable to a third party for assuming the obligations. Financial guarantee fee receivables Financial guarantee fee receivables are financial assets recognized relates to fees attributable to the guarantee that are collected from the borrower over the term of guarantee period, which is the term of loan. They are initially measured at the fair value of the corresponding financial guarantee liabilities at inception of the underlying loans, and subsequently measured at amortized cost using the effective interest method to unwind the financing impact, resulting in interest being recognized in the statement of comprehensive income/(loss). At each reporting date, the Group estimates the impairment loss on these receivables according to the expected credit losses methodology (Note 2.10 (c)). |
Trade receivables | Trade receivables Trade receivables are amounts due from customers for products sold or services performed in the ordinary course of business. If collection of trade and other receivables is expected in one year or less, they are classified as current assets. If not, they are presented as non‑current assets. Trade receivables are recognized initially at the amount of consideration that is unconditional unless they contain significant financing components, when they are recognized at fair value. The group holds the trade receivables with the objective to collect the contractual cash flows and therefore measures them subsequently at amortized cost using the effective interest method. See Note 18 for further information about the Group’s accounting for trade receivables and Note 3 for a description of the group’s impairment policies. |
Cash and cash equivalents | Cash and cash equivalents For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short‑term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. |
Share capital | Share capital Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. |
Borrowings | Borrowings Borrowings are initially recognized at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortized cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognized in profit or loss over the period of the borrowings using the effective interest method. Fees paid on the establishment of loan facilities are recognized as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalized as a prepayment for liquidity services and amortized over the period of the facility to which it relates. Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting period. |
Trade and other payables | Trade and other payables These amounts represent liabilities for goods and services provided to the Group prior to the end of the financial year which are unpaid. Trade and other payables are presented as current liabilities unless payment is not due within 12 months after the reporting period. They are recognized initially at their fair value and subsequently measured at amortized cost using the effective interest method. |
Leases | Leases The group leases various properties. Rental contracts are typically made for fixed periods of 1 to 5 years but may have extension options. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose any covenants, but leased assets may not be used as security for borrowing purposes. Leases are recognized as a right‑of‑use asset and a corresponding liability at the date at which the leased asset is available for use by the group. Each lease payment is allocated between the liability and finance cost. The finance cost is charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. The right‑of‑use asset is depreciated over the lease term on a straight‑line basis. Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of the following lease payments: · fixed payments (including in‑substance fixed payments), less any lease incentives receivable · variable lease payment that are based on an index or a rate · amounts expected to be payable by the lessee under residual value guarantees · the exercise price of a purchase option if the lessee is reasonably certain to exercise that option, and · payments of penalties for terminating the lease, if the lease term reflects the lessee exercising that option. The lease payments are discounted using the interest rate implicit in the lease, if that rate can be determined, or the group’s incremental borrowing rate. Right‑of‑use assets are measured at cost comprising the following: · the amount of the initial measurement of lease liability · any lease payments made at or before the commencement date less any lease incentives received · any initial direct costs, and · restoration costs. Right‑of‑use assets related to lease of properties are recorded under property and equipment (Note 12). Lease liabilities are recorded under trade and other payables (Note 26). Payments associated with short‑term leases and leases of low‑value assets are recognized on a straight‑line basis as an expense in profit or loss. |
Employee benefits | Employee benefits (a) Pension obligations The employees of the Group are mainly covered by various defined contribution pension plans. The Group makes and accrues contributions on a monthly basis to the pension plans, which are mainly sponsored by the related government authorities that are responsible for the pension liability to retired employees. Under such plans, the Group has no other significant legal or constructive obligations for retirement benefits beyond the said contributions, which are expensed as incurred. Certain employees are also provided with group life insurance but the amounts involved are insignificant. (b) Housing benefits The employees of the Group are entitled to participate in various government‑sponsored housing funds. The Group contributes on a monthly basis to these funds based on certain percentages of the salaries of the employees. The Group’s liability in respect of these funds is limited to the contributions payable in each period. (c) Medical benefits The Group makes monthly contributions for medical benefits to the local authorities in accordance with relevant local regulations for the employees. The Group’s liability in respect of employee medical benefits is limited to the contributions payable in each period. |
Share-based payments | Share‑based payments An equity‑settled share‑based compensation plan was granted to the employees and non-employees, under which the entity receives services from employees and non-employees as consideration for equity instruments (options) of the Group. The fair value of the services received in exchange for the grant of the options is recognized as an expense with a corresponding increase in equity. The total amount to be expensed is determined by reference to the fair value of the options granted: · including any market performance; · excluding the impact of any service and non‑market performance vesting conditions; · including the impact of any non‑vesting conditions The total expense is recognized over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. At the end of each reporting period, the Group revises its estimates of the number of options that are expected to vest based on the non‑market performance and service conditions. It recognizes the impact of the revision to original estimates, if any, in the statement of comprehensive income, with a corresponding adjustment to equity. If the terms of an equity‑settled award are modified, at a minimum an expense is recognized as if the terms had not been modified. An additional expense is recognized for any modification that increases the total fair value of the share‑based payment arrangement, or is otherwise beneficial to the employee, as measured at the date of modification. If an equity‑settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not yet recognized for the award is recognized immediately. However, if a new award is substituted for the cancelled award, and designated as a replacement award on the date that it is granted, the cancelled and new award are treated as if they were a modification of the original award, as described in the previous paragraph. |
Revenue recognition | Revenue recognition Revenue represents the amount of consideration the Company is entitled to upon the transfer of promised goods or services in the ordinary course of the Company’s activities and is recorded net of value-added tax (“VAT”). Revenues are recognized when or as control of the asset or service is transferred to the customer. Depending on the terms of the contract and the laws that apply to the contract, control of the goods and services may be transferred over time or at a point in time. Control of the goods and services is transferred over time if the Group’s performance: · provides all of the benefits received and consumed simultaneously by the customer; · creates and enhances an asset that the customer controls as the Group performs; or · does not create an asset with an alternative use to the Group and the Group has an enforceable right to payment for performance completed to date. If control of the goods and services transfers over time, revenue is recognized over the period of the contract by reference to the progress towards complete satisfaction of that performance obligation. Otherwise, revenue is recognized at a point in time when the customer obtains control of the goods and services. The progress towards complete satisfaction of the performance obligation is measured based on one of the following methods that best depict the Group’s performance in satisfying the performance obligation: · direct measurements of the value transferred by the Group to the customer; or · the Group’s efforts or inputs to the satisfaction of the performance obligation. When either party to a contract has performed, the Group presents the contract in the statement of financial position as a contract asset or a contract liability, depending on the relationship between the entity’s performance and the customer’s payment. A contract asset is the Group’s right to consideration in exchange for goods or services that the Group has transferred to a customer. If the value ascribed to the services rendered by the Group exceed the payment, a contract asset is recognized. Judgement is required in determining whether a right to consideration is unconditional and thus qualifies as a receivable. A receivable is recorded when the Group has an unconditional right to consideration on the date the payment is due even if it has not yet performed under the contract. If a customer pays consideration or the Group has a right to an amount of consideration that is unconditional, before the Group transfers a good or service to the customer, the Group presents the contract as a contract liability when the payment is made or the payment is due (whichever is earlier). A contract liability is the Group’s obligation to transfer goods or services to a customer for which the Group has received consideration (or an amount of consideration is due) from the customer. A contract liability is recognized as revenue upon transfer of control to the customers of the promised license, products and services. Some of the Group’s contracts with customers contain multiple performance obligations. For these contracts, the Group account for individual performance obligations separately if they are distinct. The transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. Although each of the performance obligations sometimes has a separate contractual price agreed in the contract, the management compares the contractual price with observable standalone market price, if any, or cost plus a margin price to assess the reasonableness of the pricing. If the contractual price for each performance obligation is assessed to be on market price basis, the Group use the contractual price to measure and recognize revenue for each performance obligation. If the contractual price for each performance obligation is assessed to be not on market price basis, the Group reallocates the total contract price to the identified performance obligations based on its best estimated standalone selling price of each performance obligation. Only the contracts for business origination services (Note 2.20(b)) contain significant financing components. As a practical expedient, the Group does not account for financing components if the period between when the Group transfers the promised goods or services to the customer and when the customer pays for those goods or services is one year or less. Incremental costs of obtaining customer contract primarily consist of sales commissions and are capitalized as an asset. The Group amortizes assets recognized from capitalizing costs to obtain a contract on a systematic basis to profit or loss, consistent with the pattern of revenue recognition to which the asset relates. As a practical expedient, the Group recognize the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that the Group otherwise would have recognized is one year or less. The following is a description of the accounting policy for the principal revenue streams of the Group. (a) Implementation and post‑implementation support service Implementation services represent customer‑specific software development or customization services provided to customers for the use of the Group’s software in cloud offerings or on‑premise IT environment. The contract term for implementation services is typically within one year. The implementation contract is either on a time and material basis or fixed‑fee basis. The Group invoices fees for implementation services monthly based on actual time and material incurred to date or according to pre‑agreed payment schedules. After development, the license to use the software is granted to the customer with an indefinite life. The customer cannot benefit from the implementation service on its own without the license. The perpetual license is a result of the implementation service. The implementation service and the perpetual license are highly interrelated and within the context of the contract, the promise of the Group is to transfer the implementation service together with the perpetual license as one output to its customers. Both the implementation service and the perpetual license to use the software are not distinct and thus should be combined together as one performance obligation. And there is no sales/usage based royalty for the licence to use the software in the arrangement. Post‑implementation support services mainly represent post implementation maintenance services and post implementation cloud services such as computing services, storage, server and bandwidth. The cloud‑based infrastructure is hosted by another company engaged by the Group where the Group is the principal in provision of cloud services because the Group control the cloud services in advance before transferring those services to the customer. The Group is the primary obligor who is responsible for making sure the cloud services can fulfill customer’s needs and requirements and the Group has full discretion in establishing the price for post implementation cloud services. Periodic fixed fees for post‑implementation support services are typically invoiced yearly or quarterly in advance. The Group’s customer contracts often include both implementation services and post‑implementation support services. Judgement is required in determining whether implementation services and post‑implementation support services are separate performance obligations. Customers can benefit from implementation service and post‑implementation support service on their own, and those services are clearly stated in the contract and are separately identifiable, they are not integrated or interrelated with each other, and do not significantly affect each other. The Group has concluded that implementation services and post‑implementation support services qualify as separate performance obligations and the portion of the contractual fee allocated to them is recognized separately. Implementation contracts are for software developed for specific needs of individual customers and therefore it does not have any alternative use for the Group. Moreover, implementation contracts provide the Group with an enforceable right to payment for performance completed to date. Accordingly, revenue for implementation contracts is recognized over the contract terms by reference to the progress of work performed, which is measured based on costs incurred toward satisfying the performance obligation, relative to total costs expected to be incurred to the complete satisfaction of the performance obligation. For post development maintenance services, the performance obligation is to stand ready to provide technical support and unspecified updates and upgrades on a when‑and‑if‑available basis. The customers simultaneously receive and consume the benefits of these support services as the Group perform and revenue is recognized based on time elapsed and thus ratably over the term of the support arrangement. Post implementation cloud services provided on a subscription basis, where the performance obligation is the grant of the right to continuously use the cloud services for a certain term, are recognized based on time elapsed and thus ratably over the contract terms. (b) Transaction based service The Group derives its transaction based service revenue primarily from business origination services, risk management service, operation support service and other services. Business origination service The Group provides business origination services by assisting financial institutions in customer acquisition for their products including loans, wealth management products and insurance policies etc.. The revenue for business origination is recognized when a referral is successfully accepted by financial institutions. In order to satisfy its performance obligation (that is generating customer leads for financial institutions), the Group designs marketing plans, sources leads and analyzes the leads. The Group generates customer leads for financial institutions through its own platform or from channel partners. The leads, which are sourced from the Group’s own platform or from the channel partners, are grouped together and are screened and analyzed by the Group to ensure that they meet customers’ criteria. When the leads are sourced from the channel partners, the Group determined that it is the principal in providing the business origination services to the financial institutions because the Group controls the leads sourced from channel partners, screens and analyzes the leads before delivering those leads to customers. For business origination services, the Group is primarily responsible for fulfilling the promise to generate customer leads to financial institutions and has full discretion in establishing the price for the business origination services provided to financial institutions, as well as the selection of and determination of prices paid to the channel partners. Accordingly, the Group records revenue based on the gross amount payable by the financial institutions and records the amount payable to the channel partners as cost of revenue. The revenue for business origination services is recognized when a referral is successfully accepted by financial institutions. The Group provides lending solutions to financial institutions which could involve multiple performance obligations including business origination, post‑lending management service and a financial guarantee (the Group has ceased providing financial guarantee before the end of January 2018, and facilitates the borrower’s purchase of insurance policies instead; contracts without a financial guarantee obligation are referred to as “non‑guarantee model” and contracts with a financial guarantee obligation are referred to as “guarantee model”). Under the guarantee model, the Group considers both borrower and lender its customers where the Group receives consideration from borrowers. Under the non‑guarantee model, the Group considers borrowers, lenders and insurance companies its customers where the Group receive consideration from insurance companies. The Group determined that it is not the legal lender and legal borrower (or receiver of deposits from investors) in the loan origination and repayment process. Therefore, the Group does not record loans receivable and payable arising from the loans between lenders and borrowers. The Group acts as an agent to facilitate such loans. The Group generally collects on a monthly basis over the loan period the entire consideration relating to business origination, post‑lending management services and the financial guarantee, if any, as one combined fee. Loan contracts facilitated by the Group typically have a term of 36 months. Thus, the contract contains a significant financing component as the services for the borrower referral are provided up front but paid for over time. The total consideration is also variable. Under the guarantee model, the fee rate is fixed and the variability is mainly related to the prepayment risk of borrowers in that the borrower can early repay the loans and the monthly service fee for the remaining period will be waived. Under the non‑guarantee model, the fee includes a fixed component and a variable component which depends on the performance of the underlying loans, therefore the variability is mainly related to actual default rates of the portfolios of loans, along with the same prepayment risk. Variable fees are included as part of the total transaction price to the extent that it is highly probable that a significant reversal of the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable fee is subsequently resolved. The Group considers estimated prepayment risk and estimated default risk in determining its transaction price, using the expected value approach on the basis of historical information and current trends of prepayments and default. Further, given the service fees are collected over the typical loan term of 36 months, the transaction price is calculated as the present value of all probable collections, discounted using a discount rate that reflects the customers’ credit worthiness. In determining the appropriate discount rate, the Group considers credit characteristics of the customer unless already dealt with when arriving at the transaction price as well as the rate that would be used in a separate financing transaction between the Group and the customers for the probable payments involved. The total transaction price is allocated to the business origination and post‑lending management services. Under the guarantee model, the Group first allocates the total transaction price to the financial guarantee liability (refer to Note 2.11), then the remaining consideration is allocated to the business origination services and post‑lending management services on the basis of the relative standalone selling prices, determined by using the cost plus margin approach. The Group considers the business origination services and post‑lending management services as distinct performance obligations because borrowers, lenders and other financial institutions can benefit from the loan facilitation services and post‑lending management services on their own, and those services are clearly stated in the contract and are separately identifiable, they are not integrated or interrelated with each other, and do not significantly affect each other. Although the Group does not sell these services separately, the Group determined that both deliverables have standalone value. The Group uses the expected‑cost‑plus‑a‑margin approach to determine its best estimate of the standalone selling prices of different performance obligations as the basis for allocation. In estimating its standalone selling price for the business origination services and post‑lending management services, the Company considers the cost incurred to deliver such services, profit margin for similar arrangements, customer demand, effect of competitors on the Company’s services, and other market factors. The total service fee allocated to business origination is recognized as revenue upon execution of loan agreements between lenders and borrowers. The service fees allocated to the post‑lending management services are deferred and recognized over the period of the loan on a straight‑line method, which approximates the pattern of when the underlying services are performed. When the cash received is different from the revenue recognized, a “Contract Asset” or “Contract Liability” shall be recognized in the consolidated statement of financial position. Risk management services Risk management services mainly represent credit risk assessment, identity verification service, risk management services used in insurance loss assessment and anti‑fraud services provided to financial institutions. For risk management services contracts, the Group normally charges its customers based on usage of the services at fixed charge rates, and invoices the fees on periodical basis. The revenue from these services is recognized when the customers receive and consume the benefits of these services each time the Group performs, based on the amount charged for such services. Operation support services Operation support services mainly represent messaging services, calling services and insurance loss assessment services, asset monitoring services and consulting services provided to financial institutions. Revenue from the aforementioned post‑lending management services (details described in section (b) above) is also included in the revenue of operation support services. For contracts which the Group charges its customers based on usage of the services at fixed charge rates, and invoices the fees on periodical basis, the revenue from these services is recognized when the customers receive and consume the benefits of these services each time the Group performs, based on the amount charged for such services. For contracts which the Group charges its customers based on the term of services and invoices the fee on periodical basis, and the performance obligation is to stand ready to provide operation support, such as post‑lending management services, the customers simultaneously receive and consume the benefits of these support services as the Group performs and revenue is recognized based on time elapsed and thus ratably over the term of the support arrangement. When the cash received is different from the revenue recognized, a “Contract Asset” or “Contract Liability” shall be recognized in the consolidated statement of financial position. Others Other revenue mainly represents sales of products and asset management services provided by the Group. For sales of products, the Group recognizes revenue net of discounts and return allowances upon the time when the products are delivered to customers. For asset management services, the service revenues are recognized ratably over the term of the service contracts. |
Interest income | Interest income Interest income from financial assets at FVPL is included in the net fair value gains/(losses) on these assets, see Note 8 below. Interest income on financial assets at amortized cost and financial assets at FVOCI calculated using the effective interest method is recognized in the statement of profit or loss as part of other income. Interest income is presented as finance income where it is earned from financial assets that are held for cash management purposes, see Note 9 below. Any other interest income is included in other income. Interest income is recognized using the effective interest method. When a financial asset is impaired, the Group reduces the carrying amount to its recoverable amount, being the estimated future cash flow discounted at the original effective interest rate of the instrument, and continues unwinding the discount as interest income. Interest income on impaired loans and receivables is recognized using the original effective interest rate. Interest income is calculated by applying the effective interest rate to the gross carrying amount of a financial asset except for financial assets that subsequently become credit‑impaired. For credit‑impaired financial assets the effective interest rate is applied to the net carrying amount of the financial asset (after deduction of the loss allowance). |
Dividend income | Dividend income Dividend income is recognized when the right to receive payment is established. |
Government grants | Government grants Grants from the government are recognized at their fair value where there is a reasonable assurance that the grant will be received and the Group will comply with all attached conditions. Government grants relating to costs are deferred and recognized in the income statement over the period necessary to match them with the costs that they are intended to compensate. |
Tax | Tax Income tax comprises current and deferred tax. Income tax is recognized in the statement of comprehensive income, or in other comprehensive income or in equity if it relates to items that are recognized in the same or a different period directly in other comprehensive income or in equity. Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities. Deferred tax is provided, using the liability method, on all temporary differences at the end of the reporting period between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred tax liabilities are recognized for all taxable temporary differences, except: · when the deferred tax liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and · in respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in jointly controlled entities, when the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future. Deferred tax assets are recognized for all deductible temporary differences, the carry‑forward of unused tax credits and any unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry‑forward of unused tax credits and unused tax losses can be utilized, except: · when the deferred tax asset relating to the deductible temporary differences arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and · in respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in jointly controlled entities, deferred tax assets are only recognized to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilized. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilized. Conversely, previously unrecognized deferred tax assets are reassessed at the end of each reporting period and are recognized to the extent that it is probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilized. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the end of the reporting period. Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority |
General information, recapita_2
General information, recapitalization and basis of presentation (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
General information, recapitalization and basis of presentation | |
Schedule of direct or indirect interests in major subsidiaries | Equity interest held by the Group Place and date of Issued and December 31, Principal activities /Place of Company name incorporation / establishment paid‑in capital 2019 operations Note Subsidiaries Jin Tai Yuan Limited British Virgin Islands / October 27, 2017 USD 100 % Investment holding, BVI Jin Cheng Long Limited Hong Kong /October 30, 2017 USD 100 % Investment holding, Hong Kong OneConnect Financial Hong Kong /March 15, 2018 USD 100 % Software and technology service, (a) OneConnect Financial Singapore /March 26, 2018 SGD 100 % Software and technology service, (a) PT OneConnect Financial Indonesia/December 04, 2018 IDR 100 % Software and technology service, (b) Ping An OneConnect Bank (Hong Kong) Limited Hongkong/December 07, 2018 HKD 100 % Software and technology service, information transmission. HongKong, the PRC. (c) Shenzhen OneConnect Technology the PRC /January 04, 2018 RMB 100 % Technology promotion and computer application services, Shenzhen, the PRC Beijing Vantage Point Technology Co., Ltd.(“Vantage Point Technology”) the PRC /July 18, 2008 RMB 51.67 % Software and technology service, information transmission. Beijing, the PRC. Note Shenzhen OneConnect Information Technology Service Company Limited (“Shenzhen OneConnect Information Technology”) the PRC/January 31, 2019 RMB 51 % Software and technology service, information transmission. Shenzhen, the PRC. (e) Beijing BER Technology Company Ltd. ("BER Technology") the PRC/March 30,2006 RMB 80 % Software and technology service, information transmission. Shenzhen, the PRC Note 33(a) Zhang Tong Shun (Guangzhou) Technology Co., Ltd. (“Zhang Tong Shun”) the PRC/May 9, 2019 RMB 100 % Information technology advisory services, Guangzhou, the PRC Note 33(b) Attributable equity interest of the Group Place and date of Issued and December 31, Principal activities /Place of Company name incorporation / establishment paid‑in capital 2019 operations Note VIEs Shenzhen OneConnect the PRC / September 15, 2017 RMB 1,200,000,000 100 % Software and technology service, (f) Shenzhen E-Commerce Safety Certificates Administration Co., Ltd.(“Shenzhen CA”) the PRC/August 11, 2000 RMB 43,500,000 98.9 % E - commerce security certificate administration, Shenzhen, the PRC Note 33(b), (f) Subsidiaries of the VIEs Shanghai OneConnect* the PRC / December 29, 2015 RMB 1,200,000,000 100 % Software and technology service, asset management and consulting. Shanghai, the PRC. (f) Shenzhen Kechuang Insurance the PRC / August 27, 2001 RMB 4,000,000 99.90 % Insurance survey and loss adjustment. (f)(g) * Subsidiaries of Shenzhen OneConnect Notes: (i) On March 15, 2018 and March 26, 2018, OneConnect Financial Technology (HongKong) Co., Limited (“OneConnect(HK)”) and OneConnect Financial Technology (Singapore) Co., Pte. Ltd. (“OneConnect(Singapore)”) were incorporated by the Group in Hong Kong and Singapore, respectively. (ii) On December 4, 2018, OneConnect(Singapore) and OneConnect(HK) set up PT OneConnect Financial Technology Indonesia in which each holds 90% and 10% equity interest, respectively (iii) On December 07, 2018, Ping An OneConnect Bank (Hong Kong) Limited was incorporated by the Group in Hong Kong. (iv) On July 31, 2018, the Group completed its acquisition of 51.67% equity interest of Vantage Point Technology and Vantage Point Technology became a subsidiary of the Group thereafter. (v) On January 31, 2019, Shenzhen OneConnect Information Technology was incorporated by the Group and Shenzhen Ping An Investment Development Co., Ltd., a subsidiary of Ping An Group, with equity interests as to 51% and 49%, respectively. The capital contribution of RMB49,000,000 made by Shenzhen Ping An Investment Development Co., Ltd was recognized as capital contribution from non-controlling interest. (vi) These subsidiaries are controlled through Contractual Arrangements and the Group does not have legal ownership in equity of these subsidiaries, as the PRC regulations restrict foreign ownership of companies that provide value-added telecommunications services, which include activities and services operated by Shenzhen OneConnect, Shenzhen CA and their subsidiaries. (vii) Kechuang was established in the PRC on August 27, 2001, and were subsequently acquired by the Group at a consideration of RMB0010,001 on June 7, 2018. |
Schedule of major financial statements amounts and balances of the Group?s VIEs and subsidiaries of VIEs | As at December 31, 2018 2019 RMB’000 RMB’000 Total current assets 5,200,044 5,108,805 Total non‑current assets 609,798 942,638 Total assets 5,809,842 6,051,443 Total current liabilities 5,679,863 6,844,076 Total non‑current liabilities 74,464 318,775 Total liabilities 5,754,327 7,162,851 For the year ended December 31, 2017 2018 2019 RMB’000 RMB’000 RMB’000 Total revenue 581,912 1,344,412 2,137,890 Net loss (605,733) (15,264) (1,284,223) Net cash used in operating activities (280,216) (649,200) (1,602,568) Net cash (used in)/generated from investing activities (125,741) (2,262,895) 552,837 Net cash generated from financing activities 744,309 2,606,830 1,173,363 Net increase/(decrease) in cash and cash equivalents 338,352 (305,265) 123,632 Cash and cash equivalents, beginning of the year 78,158 416,510 111,245 Cash and cash equivalents, end of the year 416,510 111,245 234,877 |
Summary of significant accoun_3
Summary of significant accounting policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Summary of significant accounting policies | |
Schedule of expected useful life of property and equipment | Category Expected useful life Office and telecommunication equipment 3-5 years Leasehold improvements 5 years |
Schedule of useful lives of intangible assets | Expected useful life Application and platform 3 ‑ 10 years Purchased software 3 ‑ 5 years License 3 ‑ 5 years |
Management of financial risk (T
Management of financial risk (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Management of financial risk | |
Schedule of reasonably possible movements in key variables with all other variables held constant, showing the post tax impact on profit and equity | At December 31, At December 31, 2018 2019 2018 2019 Impact on post tax Impact on other profit components of equity RMB’000 RMB’000 RMB’000 RMB’000 USD+5% 20,636 21,776 240,809 326,722 USD−5% (20,636) (21,776) (240,809) (326,722) |
Schedule of impairment loss allowance | As at December 31, 2018 Related Up to 1 year to 2 year to Above 3 parties 1 year 2 year 3 year years Total Expected loss rate — 2.32 % 9.71 % 25.00 % 86.36 % 3.55 % Gross carrying amount of trade receivables 145,468 124,191 1,499 193 2,815 274,166 Gross carrying amount of contract assets of implementation service — 82,791 6,749 643 5,665 95,848 Loss allowance —Trade receivables — 647 126 48 2,815 3,636 —contract assets of implementation service* — 4,148 675 161 4,508 9,492 — 4,795 801 209 7,323 13,128 As at December 31, 2019 Related Up to 1 year to 2 year to Above parties 1 year 2 year 3 year 3 years Total Expected loss rate — 4.93 % 13.80 % 26.37 % 96.75 % 5.04 % Gross carrying amount of trade receivables 283,186 441,632 6,845 1,808 4,533 738,004 Gross carrying amount of contract assets of implementation service 12,758 113,386 37,014 3,001 7,133 173,292 Loss allowance —Trade receivables — 21,028 1,823 518 4,512 27,881 —contract assets of implementation service* — 6,307 4,231 750 6,775 18,063 — 27,335 6,054 1,268 11,287 45,944 |
Credit risk exposure of other receivables is mainly from financial guarantee fee receivables | As at December 31, 2018 2019 Financial guarantee fee receivables RMB’000 RMB’000 Gross carrying amount Stage 1 148,933 51,073 Stage 2 8,033 4,223 156,966 55,296 Loss allowance Stage 1 15,273 3,976 Stage 2 5,509 3,359 20,782 7,335 |
Schedule of analysis of the maximum credit risk exposure from financial guarantee contracts | As at December 31, 2018 2019 RMB’000 RMB’000 Stage 1 1,273,104 427,346 Stage 2 75,446 39,895 1,348,550 467,241 |
Schedule of undiscounted contractual cash flows | As at December 31, 2018 Within 1 to 5 1 year years Total RMB’000 RMB’000 RMB’000 Short‑term borrowings 3,437,432 — 3,437,432 Trade and other payables 853,889 420,542 1,274,431 — Including: lease liabilities 86,066 144,183 230,249 Non‑derivative financial liabilities: 4,291,321 420,542 4,711,863 Gross settled (foreign currency swaps) — (inflow) (480,812) — (480,812) — outflow 483,250 — 483,250 Derivative financial liabilities 2,438 — 2,438 Total 4,293,759 420,542 4,714,301 Financial guarantees Maximum guarantee exposure* 1,348,550 — 1,348,550 As at December 31, 2019 Within 1 to 5 1 year years Total RMB’000 RMB’000 RMB’000 Short‑term borrowings 3,269,337 — 3,269,337 Trade and other payables 671,461 435,618 1,107,079 — Including: lease liabilities 111,012 102,545 213,557 Non‑derivative financial liabilities: 3,940,798 435,618 4,376,416 Gross settled (foreign currency swaps) — (inflow) (2,038,696) — (2,038,696) —outflow 2,041,378 — 2,041,378 Derivative financial liabilities 2,682 — 2,682 Total 3,943,480 435,618 4,379,098 Financial guarantees Maximum guarantee exposure* 467,241 — 467,241 * The maximum guarantee exposure represents the total amount of liability should all borrowers under financial guarantee contracts default. Since a significant portion of guarantee is expected to expire without being called upon, the maximum liabilities do not represent expected future cash outflows. |
Schedule of fair value measurement hierarchy of the Group?s financial assets and liabilities | As at December 31, 2018 Level 1 Level 2 Level 3 Total RMB’000 RMB’000 RMB’000 RMB’000 Assets measured at fair value Financial assets at fair value through profit or loss — 2,540,925 — 2,540,925 Financial assets at fair value through other comprehensive income (Note 16) — — 5,000 5,000 Financial liabilities Derivative financial liabilities — 2,438 — 2,438 As at December 31, 2019 Level 1 Level 2 Level 3 Total RMB’000 RMB’000 RMB’000 RMB’000 Assets measured at fair value Financial assets at fair value through profit or loss — 1,689,529 1,438 1,690,967 Financial assets at fair value through other comprehensive income (Note 16) 388,448 — 5,000 393,448 Financial liabilities Derivative financial liabilities — 2,682 — 2,682 |
Schedule of movements of Level 3 financial instruments measured at fair value | For the year ended December 31, 2017 2018 2019 RMB’000 RMB’000 RMB’000 Beginning of the year — 5,000 5,000 Additions (Note 16) 5,000 — — End of the year 5,000 5,000 5,000 |
Contract assets of implementation service | |
Management of financial risk | |
Schedule of movements in the impairment loss allowance | For the year ended December 31, 2017 2018 2019 RMB’000 RMB’000 RMB’000 Beginning of the year — — (9,492) Additions of impairment loss — — (7,592) Reversal of impairment loss — 538 — Addition from acquisition of subsidiary — (10,030) (979) End of the year — (9,492) (18,063) |
Contract assets of transaction based and support service | |
Management of financial risk | |
Schedule of impairment loss allowance | As at December 31, 2018 2019 RMB’000 RMB’000 Gross carrying amount Stage 1 111,934 98,364 Stage 2 451 499 112,385 98,863 Loss allowance * Stage 1 1,653 1,421 Stage 2 307 397 1,960 1,818 |
Schedule of movements in the impairment loss allowance | For the year ended December 31, 2017 2018 2019 RMB’000 RMB’000 RMB’000 Beginning of the year — — (1,960) Additions of impairment loss — (2,826) (6,741) Addition from acquisition of subsidiary — (476) (570) Reversal of impairment loss — — 151 Write‑off — 1,342 7,302 End of the year — (1,960) (1,818) |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Revenue | |
Disaggregation of revenue from contracts with customers | For the year ended December 31, 2017 2018 2019 RMB’000 RMB’000 RMB’000 Implementation 50,738 295,916 570,822 Transaction based and support revenue —Business origination services * 451,244 554,957 770,893 —Risk management services 86 205,160 327,120 —Operation support services 51,105 309,502 582,968 —Post‑implementation support services 5,257 27,442 36,000 —Others 23,482 20,512 40,043 581,912 1,413,489 2,327,846 * Included in business origination services is revenue from guarantee model as disclosed in Note 2.20(b) of RMB105,996,000 RMB29,746,000 and RMB13,657,000 for the years ended December 31, 2017,2018 and 2019, respectively. |
Disaggregation of Revenue by timing of transfer of services over time or at a point in time | At a point in time Over time Total RMB’000 RMB’000 RMB’000 Year ended December 31, 2017 Implementation — 50,738 50,738 Transaction based and support revenue —Business origination services 451,244 — 451,244 —Risk management services 86 — 86 —Operation support services 3,769 47,336 51,105 —Post‑implementation support services — 5,257 5,257 —Others — 23,482 23,482 455,099 126,813 581,912 Year ended December 31, 2018 Implementation — 295,916 295,916 Transaction based and support revenue —Business origination services 554,957 — 554,957 —Risk management services 205,160 — 205,160 —Operation support services 243,112 66,390 309,502 —Post‑implementation support services — 27,442 27,442 —Others 13,171 7,341 20,512 1,016,400 397,089 1,413,489 At a point in time Over time Total Year ended December 31, 2019 Implementation — 570,822 570,822 Transaction based and support revenue —Business origination services 770,893 — 770,893 —Risk management services 327,120 — 327,120 —Operation support services 278,768 304,200 582,968 —Post-implementation support services — 36,000 36,000 —Others 37,354 2,689 40,043 1,414,135 913,711 2,327,846 |
Schedule of major customers, the parties to whom service fees were charged | For the year ended December 31, 2017 2018 2019 % of total % of total % of total revenue revenue revenue Ping An Group and its subsidiaries 18.60 % 45.78 % 42.90 % Lufax and its subsidiaries 30.09 % 27.39 % 16.05 % 48.69 % 73.17 % 58.95 % |
Schedule of major customers, the parties to whom service fees were charged on loans facilitated | For the year ended December 31, 2017 2018 2019 % of total % of total % of total revenue revenue revenue Ping An Group and its subsidiaries 40.51 % 37.33 % 42.73 % Lufax and its subsidiaries 30.09 % 27.39 % 12.85 % 70.60 % 64.72 % 55.58 % Note: (i) The Group’s lending solution services revenue by parties charged represent the fees received/ receivable by the Group from the respective customers. (ii) The Group’s lending solution services revenue by lenders represent the fees generated by the Group from loans facilitated through the Group’s platform for the respective customers as lenders. |
Schedule revenue related contract assets and liabilities | At December 31, 2018 2019 RMB’000 RMB’000 Contract assets —Implementation 95,848 173,292 —Transaction based and support 49,265 57,865 —Business origination services 44,986 33,836 —Operation support services — 20,537 —Post implementation support services 4,279 3,492 145,113 231,157 Less: Impairment loss allowance (Note i) —Implementation (9,492) (18,063) —Transaction based and support (1,960) (1,818) —Business origination services (1,510) (854) —Operation support services — (665) —Post implementation support services (450) (299) (11,452) (19,881) Current contract assets, net 133,661 211,276 —Transaction based and support 63,120 40,998 Non‑current contract assets, net 63,120 40,998 196,781 252,274 Contract liabilities —Transaction based and support 58,383 104,960 —Post implementation support services 11,102 17,451 —Risk management services 35,188 19,080 —Operation support services 12,093 57,340 —Implementation — 875 —Others — 10,214 Current contract liabilities 58,383 104,960 —Transaction based and support 7,423 12,700 —Risk management services 47 66 —Operation support services 7,376 12,634 Non‑current contract liabilities 7,423 12,700 65,806 117,660 |
Disclosure of Changes In Impairment Loss Allowance Of Contract Assets [Table Text Block] | For the year ended December 31, 2017 2018 2019 RMB’000 RMB’000 RMB’000 Beginning of the year — — (11,452) Additions of impairment loss — (2,288) (14,333) Additions from acquisition of subsidiary — (10,506) (1,549) Reversal of impairment loss — — 151 Write‑off — 1,342 7,302 End of the year — (11,452) (19,881) |
Schedule of Revenue recognized in relation to contract liabilities | For the year ended December 31, 2017 2018 2019 RMB’000 RMB’000 RMB’000 Revenue recognized that was included in the contract liability balance at the beginning of the year — 10,363 58,383 |
Schedule of remaining performance obligations of long?term contracts | For the year ended December 31, 2017 2018 2019 RMB’000 RMB’000 RMB’000 Aggregate amount of the transaction price allocated to long‑term contracts that are partially or fully unsatisfied at the end of each year Expected to be recognized within one year 36,406 52,838 67,979 Expected to be recognized in one to two years 35,922 45,305 18,920 Expected to be recognized in two to three years 24,113 22,391 3,290 Expected to be recognized beyond three years — 14,880 12,339 96,441 135,414 102,528 |
Expenses by nature (Tables)
Expenses by nature (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Expenses by nature | |
Schedule of expenses by nature | For the year ended December 31, 2017 2018 2019 RMB’000 RMB’000 RMB’000 Employee benefit expenses (Note 7) 563,548 737,399 1,480,826 Technology service fee 260,052 614,311 858,946 Amortization of intangible assets 230,906 260,088 332,470 Business origination fee 187,628 224,405 291,883 Outsourcing labor costs 27,976 131,198 276,301 Depreciation of property and equipment 56,648 93,939 127,386 Travelling expenses 24,929 50,207 89,195 Telecommunication expenses 29,590 78,175 85,918 Professional service fee 16,620 60,782 72,135 Marketing and advertising fee 46,183 74,013 47,014 Purchase cost of products — 9,188 46,070 Others 53,995 112,067 201,293 Total cost of revenue, research and development expenses, selling and marketing expenses, general and administrative expenses 1,498,075 2,445,772 3,909,437 |
Schedule of Research and development costs | For the year ended December 31, 2017 2018 2019 RMB’000 RMB’000 RMB’000 Research and development costs —Employee benefit expenses 254,665 397,488 610,063 —Technology service fee 248,306 375,085 448,902 —Amortization of intangible assets 33,082 33,082 20,311 —Depreciation of property and equipment 1,083 6,025 12,687 —Others 90 9,761 55,727 Amounts incurred 537,226 821,441 1,147,690 Less: capitalized —Employee benefit expenses — (219,195) (116,801) —Technology service fee — (142,995) (63,260) —Others — (70) (11,534) — (362,260) (191,595) 537,226 459,181 956,095 |
Employee benefit expenses (Tabl
Employee benefit expenses (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Employee benefit expenses | |
Schedule of employee benefit expenses | For the year ended December 31, 2017 2018 2019 RMB’000 RMB’000 RMB’000 Wages and salaries 457,050 587,940 1,165,604 Welfare and other benefits 106,122 141,708 252,907 Share‑based payments (Note 25) 376 7,751 62,315 563,548 737,399 1,480,826 |
Other income, gains or loss -_2
Other income, gains or loss - net (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Other income, gains or loss - net | |
Schedule of other income, gains or loss | For the year ended December 31, 2017 2018 2019 RMB’000 RMB’000 RMB’000 Net gain on financial assets at fair value through profit or loss 22,667 102,582 38,891 Gain on disposal of property, plant and equipment and intangible asset — — 13,267 Government grants — — 17,795 Guarantee gain/(loss), net (Note a) 1,526 (200,080) (137,191) Net foreign exchange loss — (10,951) (8,569) Fair value adjustment to derivatives — (2,438) (244) Interest income from shareholder for late capital injection — 15,088 — Gain on dilution of interest in associate (Note 14) — 7,641 — Gain on disposal of lease assets and derecognition of lease liabilities — 5,232 — Others 1,667 3,066 1,797 25,860 (79,860) (74,254) (a) Guarantee gains / (loss), net For the year ended December 31, 2017 2018 2019 RMB’000 RMB’000 RMB’000 Interest income on financial guarantee fee receivables (Note 19(a)) 8,485 44,289 24,802 Impairment loss of financial guarantee fee receivables (Note 19(a)) (9,271) (40,762) (29,712) Release of financial guarantee liabilities 2,312 — — Guarantee charge arising from changes in estimates under financial guarantee contract — (203,607) (132,281) 1,526 (200,080) (137,191) |
Finance costs-net (Tables)
Finance costs-net (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Finance costs -net | |
Schedule of finance costs | For the year ended December 31, 2017 2018 2019 RMB’000 RMB’000 RMB’000 Finance income Interest income on bank deposits 129,435 128,261 Finance costs Interest expense on borrowings (79,454) (145,968) (149,279) Interest expense on lease liabilities (6,136) (10,175) (10,785) Interest expense on redemption liability — (4,511) (12,608) Bank charges (121) (2,788) (2,159) (85,711) (163,442) (174,831) (83,583) (34,007) (46,570) |
Income tax benefit_(expense) (T
Income tax benefit/(expense) (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income tax benefit/(expense) | |
Schedule of income tax benefit/(expense) | For the year ended December 31, 2017 2018 2019 RMB’000 RMB’000 RMB’000 Current income tax (87) (99) (5,157) Deferred income tax 369,764 (26,370) 80,081 Income tax benefit/(expense) 369,677 (26,469) 74,924 |
Schedule of tax on the Group?s loss before income tax differs from the theoretical amount statutory tax rate applicable to loss of the consolidated entities | For the year ended December 31, 2017 2018 2019 RMB’000 RMB’000 RMB’000 Loss before income tax 976,633 1,163,816 1,762,236 Tax calculated at PRC statutory income tax rate of 25 % 244,158 290,954 440,559 Differential of income tax rates applicable to subsidiaries — (179,909) (120,179) Expense not deductible for tax purposes (2,909) (85,795) (53,578) Incomes not subject to tax — 7,549 9,022 Tax losses and temporary differences for which no deferred income tax asset was recognized — (221) (170,868) Deferred tax assets recognized for previously unrecognized tax losses and temporary differences 128,428 — — Derecognization of deferred tax assets on tax losses — (60,337) (40,668) Additional deductible allowance for research and development expenses — 407 2,936 Adjustments for current tax of prior periods — 883 — Utilization of previously unrecognized tax losses — — 7,700 Income tax benefit/(expense) 369,677 (26,469) 74,924 |
Schedule of unused tax losses | At December 31, 2018 2019 RMB’000 RMB’000 Unused tax losses for which no deferred tax asset has been recognized 244,027 1,133,461 |
Schedule of unused tax losses by expiration date | At December 31, 2018 2019 RMB’000 RMB’000 Year 2022 241,348 277,048 Year 2023 — 121,521 Year 2024 — 448,605 |
Loss per share (Tables)
Loss per share (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Loss per share | |
Schedule of loss per share | Year ended December 31, 2017 2018 2019 RMB’000 RMB’000 RMB’000 Net loss for the year attributable to owners of the Company (606,956) (1,195,712) (1,660,566) Weighted average number of ordinary shares in issue (in’000 shares) 671,197 923,691 939,286 Basic loss per share (RMB yuan) (0.90) (1.29) (1.77) Diluted loss per share (RMB yuan) (0.90) (1.29) (1.77) Basic loss per ADS (RMB yuan) (Note) (5.30) Diluted loss per ADS (RMB yuan) (Note) (5.30) |
Property and equipment (Tables)
Property and equipment (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property and equipment. | |
Schedule of property and equipment | Office and telecommunication Right‑of‑use Leasehold equipment properties improvements Total RMB’000 RMB’000 RMB’000 RMB’000 As at January 1, 2018 Cost 43,293 183,313 13,257 239,863 Accumulated depreciation (11,610) (65,337) (1,967) (78,914) Net book amount 31,683 117,976 11,290 160,949 Year ended December 31, 2018 Opening net book amount 31,683 117,976 11,290 160,949 Acquisition of subsidiary 272 — 176 448 Additions 42,305 225,638 42,523 310,466 Disposals, net (9) (58,247) — (58,256) Depreciation charge (12,044) (76,958) (4,937) (93,939) Closing net book amount 62,207 208,409 49,052 319,668 As at December 31, 2018 Cost 85,861 268,992 55,956 410,809 Accumulated depreciation (23,654) (60,583) (6,904) (91,141) Net book amount 62,207 208,409 49,052 319,668 Year ended December 31, 2019 Opening net book amount 62,207 208,409 49,052 319,668 Acquisition of subsidiary (Note 33) 2,707 13,938 1,479 18,124 Additions 65,310 46,479 32,480 144,269 Disposals, net (39,328) — — (39,328) Depreciation charge (26,187) (86,688) (14,511) (127,386) Exchange difference (329) (141) (372) (842) Closing net book amount 64,380 181,997 68,128 314,505 As at December 31, 2019 Cost 108,561 329,409 89,915 527,885 Accumulated depreciation (43,852) (147,271) (21,415) (212,538) Exchange difference (329) (141) (372) (842) Net book amount 64,380 181,997 68,128 314,505 |
Intangible assets (Tables)
Intangible assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Intangible assets. | |
Schedule of intangible assets | Application and Contributed Development by Ping Developed Purchased costs in An Group internally Acquired Software progress Goodwill License Others Total RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 As at January 1, 2018 Cost 690,910 — — 3,175 — — — 694,085 Accumulated amortization (326,313) — — (694) — — — (327,007) Net book amount 364,597 — — 2,481 — — — 367,078 Year ended December 31, 2018 Opening net book amount 364,597 — — 2,481 — — — 367,078 Acquisition of subsidiary — — — 74,628 6,854 126,015 — 68,610 276,107 Additions — — — 11,758 362,260 — 960 — 374,978 Transfer — 44,033 — — (44,033) — — — — Amortization (230,271) (7,212) — (12,835) — — (24) (9,746) (260,088) Closing net book amount 134,326 36,821 — 76,032 325,081 126,015 936 58,864 758,075 As at December 31, 2018 Cost 690,910 44,033 — 89,561 325,081 126,015 960 68,610 1,345,170 Accumulated amortization (556,584) (7,212) — (13,529) — — (24) (9,746) (587,095) Net book amount 134,326 36,821 — 76,032 325,081 126,015 936 58,864 758,075 Year ended December 31, 2019 Opening net book amount 134,326 36,821 — 76,032 325,081 126,015 936 58,864 758,075 Acquisition of subsidiary (Note 33) — — 57,355 190 1,293 163,146 103,928 9,201 335,113 Additions — — — 22,623 191,595 — — 2,452 216,670 Disposal, net — — — (423) — — — — (423) Transfer — 360,540 — — (360,540) — — — — Amortization (134,326) (120,451) (12,719) (33,423) — — (7,465) (24,086) (332,470) Exchange differences — (14) — (3) — — — — (17) Closing net book amount — 276,896 44,636 64,996 157,429 289,161 97,399 46,431 976,948 As at December 31, 2019 Cost 690,910 404,573 57,355 111,939 157,429 289,161 104,888 80,263 1,896,518 Accumulated amortization (690,910) (127,663) (12,719) (46,940) — — (7,489) (33,832) (919,553) Exchange differences — (14) — (3) — — — — (17) Net book amount — 276,896 44,636 64,996 157,429 289,161 97,399 46,431 976,948 |
Schedule of key assumption used for calculations of goodwill | For the year ended December 31, 2018 2019 RMB'000 RMB'000 Revenue growth rate 8%-55 % 8%-55 % Long term growth rate 3 % 3 % Pre‑tax discount rate 20.91 % 16.26 % |
Investments accounted for usi_2
Investments accounted for using the equity method (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Investments accounted for using the equity method | |
Schedule of investment in associate and percentage of equity interest held in associate | Investment in associate For the year ended December 31, 2017 2018 2019 RMB’000 RMB’000 RMB’000 At beginning of year — 37,253 29,452 Additions 40,000 — 100,000 Share of losses of associate (2,747) (15,442) (14,328) Gain on dilution of interest in associate (Note 8) — 7,641 — At end of year 37,253 29,452 115,124 The investment in associate as at December 31, 2018 and 2019 are as follows: Percentage of equity interest As at Place of business December 31, and incorporation Principal activities 2018 2019 Puhui Lixin Shanghai, PRC Technology consulting services 13.33 % 35.00 % |
Schedule of Investment in joint venture and percentage of equity interest held in joint venture | Investment in joint venture For the year ended December 31, 2018 2019 RMB’000 RMB’000 At beginning of year — — Additions — 4,321 Share of losses of joint venture — (526) Exchange difference (90) At end of year — 3,705 The investment in joint venture as at December 31, 2019 is as follows: Percentage of equity interest Place of business Principal As at As at and incorporation activities December 31, 2018 December 31, 2019 SBI Japan Japan Product, technology, Platform and/or service — 31.00 % |
Financial instruments by cate_2
Financial instruments by category (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Financial instruments by category | |
Schedule of financial instruments | As at December 31, Note 2018 2019 RMB’000 RMB’000 Financial assets Financial assets at amortized cost —Loan to related party 32 15,027 — —Trade receivables 18 270,530 710,123 —Prepayments and other receivables (excluding non‑financial asset items) 19 245,711 368,224 —Restricted cash 21 3,996,238 3,440,289 —Cash and cash equivalents 22 565,027 1,077,875 Financial assets at fair value through other comprehensive income (FVOCI) 16 5,000 393,448 Financial assets at fair value through profit or loss (FVPL) 20 2,540,925 1,690,967 Total 7,638,458 7,680,926 Financial liabilities Liabilities at amortized cost —Trade and other payables (excluding non‑financial liability items) 26 1,253,502 1,231,352 —Short‑term borrowings 27 3,386,100 3,218,566 Derivative financial liability —Held at FVPL 28 2,438 2,682 Total 4,642,040 4,452,600 |
Financial assets at fair valu_3
Financial assets at fair value through other comprehensive income (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Financial assets at fair value through other comprehensive income | |
Schedule of financial assets at fair value through other comprehensive income | As at December 31, 2018 2019 RMB’000 RMB’000 Unlisted securities —Equity securities (Note a) 5,000 5,000 Listed securities —Treasury bills listed on the Hong Kong Stock Exchange — 388,448 5,000 393,448 (a) On August 4, 2016, the Group acquired 5% equity interest in Fujian Exchange Settlement Centre Co., Ltd. (福建交易場所清算中心股份有限公司) at a consideration of RMB5,000,000. |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases | |
Schedule of amounts recognized in the balance sheet | As at December 31, 2018 2019 RMB’000 RMB’000 Right‑of‑use assets (Note 12) —Properties 208,409 181,997 Lease liabilities (Note 26) —Non current 126,868 87,800 —Current 82,452 101,889 209,320 189,689 |
Schedule of amounts recognized in the statement of profit or loss | For the year ended December 31, 2017 2018 2019 RMB’000 RMB’000 Depreciation charge of right‑of‑use assets 45,929 76,958 86,688 Interest expenses (included in finance cost) 6,136 10,175 10,785 52,065 87,133 97,473 |
Trade receivables (Tables)
Trade receivables (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Trade receivables. | |
Schedule of trade receivables | As at December 31, 2018 2019 RMB’000 RMB’000 Trade receivables 274,166 738,004 Less: impairment loss allowance (3,636) (27,881) 270,530 710,123 |
Schedule of movement in impairment loss allowance | For the year ended December 31, 2017 2018 2019 RMB’000 RMB’000 RMB’000 Beginning of the year — — (3,636) Additions — — (26,651) Acquisition of subsidiary — (3,651) (1,207) Reversal — 15 531 Write-off — — 3,082 End of the year — (3,636) (27,881) |
Prepayments and other receiva_2
Prepayments and other receivables (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Prepayments and other receivables | |
Schedule of Prepayment and other receivables | As at December 31, 2018 2019 RMB’000 RMB’000 Financial guarantee fee receivable, gross 156,966 55,296 Less: impairment loss allowance (20,782) (7,335) Financial guarantee fee receivable, net (Note a) 136,184 47,961 Deposit 98,097 226,180 Value‑added‑tax deductible 38,688 60,765 Receivable from disposal of equipment to related parties — 51,695 Advance to suppliers 17,519 38,871 Advance to staffs 13,339 25,339 Receivables for value‑added‑tax paid on behalf of wealth management products 12,498 3,154 Others 21,957 75,644 Less: impairment loss allowance (1,068) (1,332) 337,214 528,277 |
Schedule of fee receivables | As at December 31, 2018 2019 RMB’000 RMB’000 Opening balance 193,187 136,184 Addition arising from new contracts 50,889 — Cash received (114,076) (81,884) Unwinding interest income including value‑added‑tax (Note 8(a)) 46,946 23,373 Impairment loss(Note 8(a)) (40,762) (29,712) Ending balance 136,184 47,961 |
Schedule of impairment loss allowance on fee receivables | For the year ended December 31, 2017 2018 2019 RMB’000 RMB’000 RMB’000 Beginning of the year — (3,863) (20,782) Additions (9,271) (40,762) (29,712) Write off 5,408 23,843 43,159 End of the year (3,863) (20,782) (7,335) |
Schedule of impairment loss allowance on prepayment and other receivables | For the year ended December 31, 2017 2018 2019 RMB’000 RMB’000 RMB’000 Beginning of the year — — (1,068) Acquisition of subsidiary — (1,117) — Additions — — (4,874) Reversal — 49 9 Write-off — — 4,601 End of the year — (1,068) (1,332) |
Financial assets at fair valu_4
Financial assets at fair value through profit or loss (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Financial assets at fair value through profit or loss. | |
Schedule of financial assets | As at December 31, 2018 2019 RMB’000 RMB’000 Contingent returnable consideration (Note 33) — 1,438 Wealth management products 2,540,925 1,689,529 2,540,925 1,690,967 |
Restricted cash (Tables)
Restricted cash (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Restricted cash | |
Schedule of restricted cash | As at December 31, 2018 2019 RMB’000 RMB’000 Pledged bank deposits 3,910,516 3,367,396 Accrued interest 85,722 71,727 Time deposits with initial terms over three months — 1,166 3,996,238 3,440,289 |
Cash and cash equivalents (Tabl
Cash and cash equivalents (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Cash and cash equivalents. | |
Schedule of cash and cash equivalents | As at December 31, 2018 2019 RMB’000 RMB’000 Cash on hand 7 12 Cash at other financial institutions — 103 Cash at banks 565,020 1,077,760 565,027 1,077,875 At December 31, 2018 2019 RMB’000 RMB’000 USD 421,806 718,156 RMB 140,292 271,568 HKD — 77,489 SGD 2,929 8,318 IDR — 2,344 565,027 1,077,875 |
Share capital (Tables)
Share capital (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Share capital | |
Schedule of share capital | Number of shares USD Authorized Ordinary shares of USD0.00001 at incorporation date of the Company (Note a) 900,000,000 9,000 Ordinary shares of USD0.00001 at December 31, 2017 900,000,000 9,000 Newly authorized 4,100,000,000 41,000 Ordinary shares of USD0.00001 at December 31, 2018 and 2019 5,000,000,000 50,000 Equivalent Number of shares USD to RMB Issued Newly issued ordinary shares at incorporation date of the Company 1 — — Newly issued ordinary shares (Note b) 899,999,999 9,000 59,838 Ordinary shares of USD0.00001 at December 31, 2017 900,000,000 9,000 59,838 Newly issued ordinary shares (Note c) 99,999,999 1,000 6,331 Ordinary shares of USD0.00001 at December 31, 2018 999,999,999 10,000 66,169 Newly issued ordinary shares (Note d) 3,720,665 37 257 Newly issued ordinary shares upon initial public offering (Note e) 93,600,000 936 6,549 Ordinary shares of USD0.00001 at December 31, 2019 1,097,320,664 10,973 72,975 (a) The Company was incorporated on October 30, 2017 with an authorized share capital of USD 9,000 divided into 900,000,000 ordinary shares of USD0.00001 each. (b) On December 4, 2017, 899,999,999 ordinary shares of the Company were issued to Bo Yu and Sen Rong at par as part of the Recapitalization of the Group (Note 1.2). (c) The Company has completed Round A investments (“Round A Investments”) in April 2018 with 12 investors. 99,999,999 ordinary shares were issued to the Round A Investors at a price of USD7.5 per share for an aggregated consideration of approximately USD750 million (approximately RMB4,750,965,000). These shares rank pari passu in all respects with the shares in issue. As at December 31, 2018, issued number of ordinary shares was 999,999,999 shares of USD0.00001 each which had been fully paid (d) On March 11, 2019, the Company issued 1,748,501 ordinary shares to National Dream Limited, the offshore entity of Vantage Point Technology, for a total subscription price of USD13,114,000 (approximately RMB88,030,000) pursuant to a share subscription agreement entered into in July, 2018. On November 26, 2019, the Company issued 1,267,520 ordinary shares to Great Lakes Limited, the offshore entity of View Foundation’s selling shareholder, for a total subscription price of USD9,506,400 (approximately RMB66,877,000) pursuant to a share subscription agreement entered into in August, 2019. On November 27, 2019, the Company issued 563,714 and 140,930 ordinary shares to Blossom View Limited and Gold Planning Limited, respectively, which are the offshore entities designated by certain selling shareholders of BER Technology, for a total subscription price of USD5,284,830 (approximately RMB37,175,000) pursuant to a share subscription agreement entered into in September, 2019. (e) On December 13, 2019, the Company completed its IPO on the New York Stock Exchange. In the offering, 31,200,000 ADSs, representing 93,600,000 ordinary shares, were newly issued. |
Other reserves (Tables)
Other reserves (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Other reserves. | |
Schedule of other reserves | Foreign Share‑based currency Recapitalization Share compensation translation reserve premium reserve differences Others Total RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 As at January 1, 2017 862,162 — — — — 862,162 Capital contribution from the then owners (a) 337,838 — — — — 337,838 Share‑based payments —Value of employee services — — 376 — — 376 As at December 31, 2017 1,200,000 — 376 — — 1,200,376 Other comprehensive income —Foreign currency translation differences — — — 396,520 — 396,520 Share premium from issuance of ordinary shares (b) — 4,730,375 — — — 4,730,375 Share‑based payments —Value of employee services — — 7,751 — — 7,751 Recognition of redemption liability to acquire non‑controlling interests — — — — (183,569) (183,569) As at December 31, 2018 1,200,000 4,730,375 8,127 396,520 (183,569) 6,151,453 Other comprehensive income —Foreign currency translation differences — — — 78,775 — 78,775 —Fair value changes on financial assets at fair value through other comprehensive income — — — — 40 40 Share premium from issuance of ordinary shares (c) — 192,082 — — — 192,082 Share premium from issuance of ordinary shares upon initial public offering (d) — 2,007,028 — — — 2,007,028 Share-based payments (Note 25) — — 76,364 — — 76,364 Recognition of redemption liability to acquire non-controlling interests (Note 33) — — — — (44,105) (44,105) As at December 31, 2019 1,200,000 6,929,485 84,491 475,295 (227,634) 8,461,637 (a) Shanghai OneConnect was incorporated on December 29, 2015. Shenzhen OneConnect was incorporated on September 15, 2017 as the sole immediate shareholder of Shanghai OneConnect. After the Recapitalization of the Group (Note 1.2), Shenzhen OneConnect and its subsidiaries are indirectly controlled by the Company through the Contractual Arrangements. The consolidated share capital and share premium of Shenzhen OneConnect was presented as “recapitalization reserve” for the purpose of the consolidated financial statements of the Company. (b) The Company completed Round A Investments in April 2018 (Note 23(c)). The excess of the consideration of approximately RMB4,750,965,000 paid by Round A investors over the aggregate par value of approximately RMB6,000 and share issuance transaction cost of approximately RMB20,585,000, being RMB4,730,375,000, was credited to the share premium account of the Company. (c) The excess of the consideration of approximately RMB192,082,000 paid by the selling shareholders of Vantage Point Technology, View Foundation and BER Technology over the aggregate par value of approximately RMB257 (Note 23(d)), being RMB192,082,000, was credited to the share premium account of the Company. (d) The excess of the net proceeds of approximately RMB2,007,034,549 received from the IPO over the aggregate par value of approximately RMB6,549 (Note 23(e)), being RMB2,007,028,000, was credited to the share premium account of the Company. |
Share-based payments (Tables)
Share-based payments (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Share-based payments | |
Schedule of share-based compensation expenses recognized | For the year ended December 31, 2017 2018 2019 RMB’000 RMB’000 RMB’000 —Cost of revenue — — 2,294 —Research and development expenses — — 29,206 —Selling and marketing expenses — — 25,916 —General and administrative expenses 7,751 18,948 Total 7,751 76,364 Value of employee's services (Note 7) 376 7,751 62,315 Value of non-employee's services — — 14,049 Total 376 7,751 76,364 |
Schedule of movements in the number of share options | Number of share options For the year ended December 31, 2017 2018 2019 At the beginning of the year — 19,515,600 24,541,500 Granted 19,515,600 8,597,400 2,431,000 Forfeited — (3,571,500) (2,502,175) At the end of the year 19,515,600 24,541,500 24,470,325 |
Schedule of share options outstanding | Number of share options Expiry Exercise Fair value At December 31, Grant Year Year price of options 2018 2019 2017 RMB1.33 RMB0.62 3,149,100 2,900,900 2017 RMB2.00 RMB0.52 12,980,000 12,169,225 2018 RMB52.00 RMB26.00 8,412,400 7,219,200 2019 RMB52.00 RMB23.42 — 2,181,000 24,541,500 24,470,325 |
Schedule of key assumptions of the share option | November 7, November 8, June 1, Date of grant 2017 2018 2019 Discount rate 24.0 % 17.0 % 17.0 % Risk‑free interest rate 3.9 % 3.6 % 3.3 % Volatility 51.6 % 51.2 % 46.0 % Dividend yield 0.0 % 0.0 % 0.0 % |
Schedule of movements in the number of restricted share units | Number of restricted share units For the year ended December 31, 2018 2019 At the beginning of the year — — Granted — 2,377,000 Forfeited — (71,000) At the end of the year — 2,306,000 |
Schedule of key assumptions of the restricted share units | Date of grant September 10, 2019 Discount rate 15.0 % Risk-free interest rate 2.9 % Volatility 43.9 % Dividend yield % |
Trade and other payables (Table
Trade and other payables (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Trade and other payables. | |
Schedule of trade and other payables | As at December 31, 2018 2019 RMB’000 RMB’000 Trade payables Due to related parties 250,687 153,677 Due to third parties 65,809 193,318 316,496 346,995 Accrued expenses 255,852 224,010 Redemption liability (Note 33) 188,080 244,793 Lease liabilities (Note 17(a)) 209,320 189,689 Financial guarantee payables (Note a) 250,338 116,509 Amounts payable for purchase of shares held for share option scheme (Note 25) 88,280 88,280 Unpaid business acquisition consideration of View Foundation — 48,000 Other tax payables 34,487 35,675 Security deposit 25,588 33,683 Amount due to related parties 19,366 24,517 Service fee refundable 140,028 5,412 Investment deposit received from investors 90,002 — Others 66,032 138,886 1,683,869 1,496,449 Less: non - current portion Redemption liability (Note 33) (188,080) (244,793) Lease liabilities (126,868) (87,800) Amounts payable for purchase of shares held for share option scheme (Note 25) (88,280) (88,280) 1,280,641 1,075,576 |
Schedule of financial guarantee payables | RMB’000 Year ended December 31, 2018 Opening balance 209,782 Addition arising from new contracts 50,889 Charge to profit or loss, net 198,640 Payouts during the year, net (208,973) Ending balance 250,338 RMB’000 Year ended December 31, 2019 Opening balance 250,338 Addition arising from new contracts — Charge to profit or loss, net 127,312 Payouts during the year, net (261,141) Ending balance 116,509 |
Short term borrowings (Tables)
Short term borrowings (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Short term borrowings | |
Schedule of short term borrowings | As at December 31, 2018 2019 RMB’000 RMB’000 Secured 3,386,100 2,958,342 Unsecured — 260,224 3,386,100 3,218,566 |
Derivative financial liability
Derivative financial liability (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Derivative financial liability | |
Schedule of derivative financial liability | As at December 31, 2018 2019 Nominal Nominal amount Fair value amount Fair value RMB’000 RMB’000 Currency swaps 480,424 2,438 2,044,027 2,682 |
Deferred income tax (Tables)
Deferred income tax (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Deferred income tax | |
Schedule of movements of deferred tax assets | Accelerated amortization of intangible Contract Tax losses assets liabilities Others Total RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 At January 1, 2017 — — — 276 276 Recognized in the profit or loss 294,604 57,203 6,551 11,406 369,764 At December 31, 2017 294,604 57,203 6,551 11,682 370,040 Acquisition of subsidiary 7,857 — — — 7,857 Recognized in the profit or loss (179,134) 151,505 6,593 (1,558) (22,594) At December 31, 2018 123,327 208,708 13,144 10,124 355,303 Acquisition of subsidiary (Note 33) 4,625 — — — 4,625 Recognized in the profit or loss 52,190 9,348 (5,526) 7,846 63,858 At December 31, 2019 180,142 218,056 7,618 17,970 423,786 |
Schedule of movements of deferred tax liabilities | Financial assets at fair value Intangible through profit assets or loss Total RMB’000 RMB’000 RMB’000 At January 31, 2017 — — — Recognized in the profit or loss — — — At December 31, 2017 — — — Acquisition of subsidiary(Note 33) 21,335 — 21,335 Recognized in the profit or loss (2,855) 6,631 3,776 At December 31, 2018 18,480 6,631 25,111 Acquisition of subsidiary(Note 33) 24,403 — 24,403 Recognized in the profit or loss (9,592) (6,631) (16,223) At December 31, 2019 33,291 — 33,291 |
Schedule of offsetting of deferred tax assets and deferred tax liabilities | As at December 31, 2018 2019 RMB’000 RMB’000 Deferred tax assets after offsetting 348,672 423,786 Deferred tax liabilities after offsetting 18,480 33,291 |
Cash flow information (Tables)
Cash flow information (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Cash flow information | |
Schedule of cash used in operations | For the year ended December 31, 2017 2018 2019 RMB’000 RMB’000 RMB’000 Loss before income tax (976,633) (1,163,816) (1,762,436) Depreciation and amortization 287,554 354,027 459,856 Net impairment losses on financial and contract assets — 2,224 45,167 Gain on disposal of lease assets and derecognition of lease liabilities (Note 8) — (5,232) — Gain on disposal of property, plant and equipment (Note 8) — — (13,267) Expected credit loss on financial guarantee contracts 11,229 286,387 127,312 Share-based payments expenses (Note 24) 376 7,751 76,364 Fair value adjustment to derivatives (Note 8) — 2,438 244 Net gain on financial assets at fair value through profits or loss (Note 8) (22,667) (102,582) (38,891) Share of losses of associate and joint venture (Note 14) 2,747 15,442 14,854 Gain on dilution of investment in associate (Note 14) — (7,641) — Finance costs 85,590 160,654 172,672 Interest from loans to related parties (Note 32(b)) — — (417) Interest from restricted cash — (104,234) (109,592) Interest from exchange fund bills — — (45) Changes in working capital : Trade receivables (15,818) (218,275) (445,568) Contract assets — (109,815) (29,187) Prepayments and other receivables (250,889) 34,507 (95,163) Trade and other payable 515,585 130,598 (350,268) Contract liabilities 26,206 39,600 (4,184) Payroll and welfare payables 108,035 188,829 136,824 (228,685) (489,138) (1,815,725) |
Schedule of non-cash investing and financing activities | For the year ended December 31, 2017 2018 2019 RMB’000 RMB’000 RMB’000 Acquisition of right‑of‑use properties by leasing (Note 12) 33,039 225,638 46,479 Recognition of redemption liability to acquire non‑controlling interests (Note 33) — 188,080 44,105 33,039 413,718 90,584 |
Schedule of gross debt and gross debt reconciliation | As at December 31, 2018 2019 RMB’000 RMB’000 Restricted cash 3,996,238 3,440,289 Cash and cash equivalents 565,027 1,077,875 Financial assets at fair value through profit or loss 2,540,925 1,690,967 Lease liabilities (Note 26) (209,320) (189,689) —due within one year (82,452) (101,889) —due after one year (126,868) (87,800) Borrowings — repayable within one year (3,386,100) (3,218,566) 3,506,770 2,800,876 Cash and liquid investments 7,102,190 6,209,131 Gross debt — fixed interest rates (3,595,420) (3,408,255) 3,506,770 2,800,876 Financial assets at fair value Liabilities from through financing activities Restricted Cash and cash profit or Lease cash equivalents loss liabilities Borrowings Total RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 As at January 1, 2017 — 78,158 772,844 (131,970) (1,016,320) (297,288) Cash flows 1,100 769,609 90,422 50,432 (500,000) 411,563 Acquisition of right‑of‑use assets — — — (33,039) — (33,039) Other Changes(i) — — (6,135) 14,074 7,939 As at December 31, 2017 1,100 847,767 863,266 (120,712) (1,502,246) 89,175 Cash flows 3,590,548 (295,312) 1,674,278 83,727 (1,815,337) 3,237,904 Acquisition of right‑of‑use assets — — — (225,638) — (225,638) Other Changes(i) 404,590 12,572 3,381 53,303 (68,517) 405,329 As at December 31, 2018 3,996,238 565,027 2,540,925 (209,320) (3,386,100) 3,506,770 Cash flows (708,033) 507,942 (924,307) 76,895 326,663 (720,840) Acquisition of subsidiaries (Note 33) — — 35,458 — (9,850) 25,608 Acquisition of right-of-use assets — — — (46,479) — (46,479) Other Changes(i) 152,084 4,906 38,891 (10,785) (149,279) 35,817 As at December 31, 2019 3,440,289 1,077,875 1,690,967 (189,689) (3,218,566) 2,800,876 (i) Other changes include accrued interests, disposal, foreign currency translation differences and other non‑cash movements. |
Related party transactions (Tab
Related party transactions (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Related party transactions | |
Schedule of related parties of the Group that had balances and/or transactions with the Group | Name of related parties Relationship with the Group At December 31, 2017/For the year ended December 31, 2017 At December 31, 2018 and 2019/For the year ended December 31, 2018 and 2019 Sen Rong Limited Not applicable Parent Company Bo Yu Limited Not applicable A shareholder that has significant influence over the Group Ping An Group Ultimate parent company of Bo Yu Ultimate parent company of Bo Yu Subsidiaries of Ping An Group Controlled by Ping An Group Controlled by Ping An Group Lufax Holding Ltd. (‘Lufax’) Significant influenced by Ping An Group Not applicable* Lufax Group excluding Puhui Lixin Lufax and its subsidiaries Not applicable* Puhui Lixin Subsidiary of Lufax Group and significant influenced by the Group in the meanwhile Subsidiary of Lufax Group, significant influenced by the Group * Ping An Group is no longer the ultimate controlling shareholder of the Group from November 29, 2017, and as a result, Lufax and Lufax Group are not related parties of the Group starting from November 29, 2017. The revenue generated from Lufax and Lufax Group excluding Puhui Lixin for the years ended December 31, 2018 and 2019, which are no longer related party transactions, are not included in the following related parties transactions. |
Schedule of significant transactions and year end balances with related parties | (a) Significant transactions with related parties For the year ended December 31, 2017 2018 2019 RMB’000 RMB’000 RMB’000 Revenue Ping An Group and its subsidiaries* 108,228 647,086 998,749 Puhui Lixin 17,648 65,544 8,406 Lufax Group excluding Puhui Lixin 157,445 Not applicable (Note 32(a)) Not applicable (Note 32(a)) 283,321 712,630 1,007,155 * The Group provided lending solution services to a subsidiary of Ping An Group while the subsidiary of Ping An Group was not charged. The service fee was charged to borrowers directly. The revenue generated from such transactions for the years ended December 31, 2017, 2018 and 2019, was not included in the above revenue from Ping An Group and its subsidiaries, amounted to RMB127,504,546, RMB 10,482,246 and RMB 10,479,256, respectively. The Group also provided lending solution services to third party lenders through contractual arrangement with another subsidiary of Ping An Group while the Group directly charged the related service fees to the subsidiary of Ping An Group. The revenue generated from such transactions for the years ended December 31, 2017, 2018 and 2019, was included in the above revenue from Ping An Group and its subsidiaries, amounted to RMB Nil, RMB129,927,000 and RMB14,495,191, respectively. Revenue generated by providing implementation and support service jointly with Ping An Technology (Shenzhen) Co., Ltd, a related party, for the years ended December 31, 2017, 2018 and 2019 amounted to RMB Nil, RMB9,255,000 and RMB4,240,432, respectively. Purchase of services Ping An Group and its subsidiaries 358,077 675,793 758,505 Net gain on disposal of property, plant and equipment and intangible asset Ping An Group and its subsidiaries — — 13,321 Net gain from wealth management products issued by related parties Ping An Group and its subsidiaries 22,550 102,582 36,732 Investment income from loan to related party Lufax Group excluding Puhui Lixin 1,967 Not applicable Not applicable Ping An Group and its subsidiaries — 193 417 1,967 193 417 Interest income on bank deposits Ping An Group and its subsidiaries 1,955 117,172 77,824 Leasing payment Ping An Group and its subsidiaries 46,768 41,217 19,623 Interest expenses Ping An Group and its subsidiaries 79,454 139,237 82,475 (b) Year end balances with related parties As at December 31, 2018 2019 RMB’000 RMB’000 Loan to related party Ping An Group and its subsidiaries 15,027 — Trade receivables Ping An Group and its subsidiaries (i) 142,223 281,223 Puhui Lixin (i) 3,245 1,963 145,468 283,186 Contract assets Ping An Group and its subsidiaries 75,383 71,114 Prepayment and other receivables Ping An Group and its subsidiaries (i) 40,848 190,447 Financial assets at fair value through profit or loss (Note 20) Ping An Group and its subsidiaries 2,540,925 1,655,509 Cash and restricted cash Ping An Group and its subsidiaries 4,317,364 2,391,879 Trade and other payables Ping An Group and its subsidiaries (i) 308,700 155,337 Contract liabilities Ping An Group and its subsidiaries (i) — 5,775 Short‑term borrowings (Note 27) Ping An Group and its subsidiaries 3,072,755 1,210,920 Derivative financial liabilities Ping An Group and its subsidiaries 2,438 2,682 (i) |
Schedule of key management personnel compensations | The compensations paid or payable by the Group to key management for employee services are shown below: For the year ended December 31, 2017 2018 2019 RMB’000 RMB’000 Wages and salaries 14,502 23,389 21,661 Welfare and other benefits 1,948 2,253 2,108 Share‑based payments 37 360 1,166 16,487 26,002 24,935 |
Business combination (Tables)
Business combination (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
BER Technology | |
Disclosure of detailed information about business combination [line items] | |
Summary of consideration paid, net assets acquired, goodwill and net cash outflow arising on acquisition | As at June 30, 2019 RMB’000 Total purchase consideration (Note) 94,562 Recognized amounts of identifiable assets acquired and liabilities assumed: Property and equipment 7,560 Intangible assets 51,778 Deferred tax assets 4,625 Prepayments and other receivables 4,561 Trade receivables 9,724 Contract assets 40,488 Cash and cash equivalents 1,993 Trade and other payables (18,287) Short‑term borrowings (9,850) Payroll and welfare payables (4,178) Deferred tax liability (7,442) Total identifiable net assets 80,972 Non‑controlling interest (16,194) Goodwill 29,784 94,562 Note: Details of the purchase consideration is as follows: As at June 30, 2019 RMB’000 Total consideration: Cash paid 58,728 Ordinary shares issued (i) 37,272 Contingent returnable consideration (ii) (1,438) Total purchase consideration 94,562 Outflow of cash to acquire subsidiary, net of cash acquired Cash consideration 58,728 Less: Cash and cash equivalent acquired (1,993) Net cash outflow for acquisition of subsidiary 56,735 (i) The fair value of 704,644 shares issued as part of the consideration paid for acquisition of BER Technology was based on price of USD7.5 per share. (ii) Pursuant to the share purchase agreement, 20% of total cash paid and the ordinary shares issued by the Company as the consideration of the acquisition will be subject to the earn-out mechanism set forth in the share purchase agreement. If BER Technology fails to meet the revenue goal within three years starting from July 1, 2019, certain cash paid and number of ordinary shares issued are required to be returned to the Company in accordance with the earn-out mechanism. “Monte Carlo Simulation Method” was used in this exercise to measure the fair value of the contingent returnable consideration. |
View Foundation | |
Disclosure of detailed information about business combination [line items] | |
Summary of consideration paid, net assets acquired, goodwill and net cash outflow arising on acquisition | As at August 30, 2019 RMB’000 Total purchase consideration Recognized amounts of identifiable assets acquired and liabilities assumed: Property and equipment 10,564 Intangible assets 120,189 Inventories 895 Prepayments and other receivables 43,614 Trade receivables 10,421 Financial assets at fair value through profit or loss 34,020 Cash and cash equivalents 14,644 Deferred tax liabilities (16,961) Trade and other payables (14,128) Contract liabilities (56,038) Payroll and welfare payables (2,302) Total identifiable net assets 144,918 Non-controlling interest (1,580) Goodwill 133,362 276,700 Outflow of cash to acquire subsidiary, net of cash acquired Total Cash consideration 276,700 Less: Unpaid cash consideration (48,000) Cash and cash equivalent acquired (14,644) Net cash outflow for acquisition of subsidiary: 214,056 |
The Group's maximum exposure _2
The Group's maximum exposure to unconsolidated structured entities (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
The Group?s maximum exposure to unconsolidated structured entities | |
Schedule of size of unconsolidated structured entities and the Group?s funding and maximum exposure | Unconsolidated structured entities The Group's Carrying maximum Interest held December 31, 2018 Size amount exposure by the Group RMB’000 RMB’000 RMB’000 Asset management products managed by the Group 4,420,839 2,649 2,649 Service fee Wealth management products managed by related parties Note a 2,540,925 2,540,925 Investment income Unconsolidated structured entities The Group’s Carrying maximum Interest held December 31, 2019 Size amount exposure by the Group RMB’000 RMB’000 RMB’000 Asset management products managed by the Group 2,315,000 — — Service fee Asset management products managed by related parties Note a 166,235 166,235 Investment income Wealth management products managed by related parties Note a 1,489,274 1,489,274 Investment income Wealth management products managed by third party Note b 34,020 34,020 Investment income Note a: These asset management products and wealth management products are sponsored by related financial institutions and the information related to size of these structured entities were not publicly available. The carrying amount is recorded in financial assets at fair value through profit or loss. Note b: The wealth management product is sponsored by Guangdong Huaxing Bank and the information related to size of the structured entity was not publicly available. The carrying amount is recorded in financial assets at fair value through profit or loss. |
Parent company only condensed_2
Parent company only condensed financial information (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Parent company only condensed financial information | |
Schedule of condensed financial information of parent company | Condensed Statements of Comprehensive Income Year ended December 31 2017 2018 2019 RMB’000 RMB’000 RMB’000 Selling and marketing expenses — — (1,825) General and administrative expenses — (25,164) (52,860) Other income, gains or loss‑net — 20,747 4,784 Operating loss — (4,417) (49,901) Finance income — 22,730 6,427 Share of losses of joint venture — — (526) Share of loss of subsidiaries and VIEs (606,956) (1,214,025) (1,616,566) Loss for the year (606,956) (1,195,712) (1,660,566) Other comprehensive income, net of tax – Foreign currency translation differences — 396,520 78,775 – Changes in the fair value of debt instruments at fair value through other comprehensive income — — 40 Total comprehensive loss (606,956) (799,192) (1,581,751) Condensed Balance Sheets As at December 31, 2018 2019 RMB’000 RMB’000 ASSETS Non‑current assets Investment in subsidiaries 3,715,759 3,816,927 Total non‑current assets 3,715,759 3,816,927 Current assets Amount due from subsidiaries 31,297 85,694 Prepayments and other receivables 265 2,540 Cash and cash equivalents 159,644 634,507 Total current assets 191,206 722,741 Total assets 3,906,965 4,539,668 EQUITY AND LIABILITIES Equity Share capital 66 73 Shares held for share option scheme (88,280) (88,280) Reserves 6,151,453 8,461,637 Accumulated loss (2,342,752) (4,003,318) Total equity 3,720,487 4,370,112 Liabilities Non‑current liabilities Amounts payable for purchase of shares held for share option scheme 88,280 88,280 Total non‑current liabilities 88,280 88,280 Current liabilities Investment deposit received from investors 90,002 — Unpaid business acquisition consideration of View Foundation 48,000 Accrued expenses 8,196 33,276 Total current liabilities 98,198 81,276 Total liabilities 186,478 169,556 Total equity and liabilities 3,906,965 4,539,668 Condensed Statements of Cash Flows Year ended December 31 2017 2018 2019 RMB’000 RMB’000 RMB’000 Cash generated from /(used in) operating activities Cash generated from /(used in) operations — 13,672 (2,275) Net cash generated from /(used in) operating activities — 13,672 (2,275) Cash flows from investing activities Payment for investment in subsidiaries, net of cash acquired — (4,655,746) (1,580,599) Payment for loan to subsidiaries — (31,297) (54,397) Net cash used in investing activities — (4,687,043) (1,634,996) Cash flows from financing activities Proceeds from issuance of ordinary shares 431,257 4,409,771 102,080 Proceeds from issuance of ordinary shares upon initial public offering — — 2,035,177 Share issue transaction costs — (20,585) (28,142) Net cash generated from financing activities 431,257 4,389,186 2,109,115 Net increase /(decrease) in cash and cash equivalents 431,257 (284,185) 471,844 Cash and cash equivalents at the beginning of the year — 431,257 159,644 Effects of exchange rate changes on cash and cash equivalents — 12,572 3,019 Cash and cash equivalents at the end of year 431,257 159,644 634,507 |
Basis of presentation - History
Basis of presentation - History and recapitalization of the Group (Details) | Jan. 30, 2018 | Nov. 29, 2017 | Oct. 30, 2017 | Feb. 17, 2017 | Dec. 29, 2016 | Apr. 30, 2018 | May 31, 2016 | Dec. 31, 2019 | Dec. 13, 2019 |
General information, recapitalization and basis of presentation | |||||||||
ADSs ratio | 3 | 3 | |||||||
Ping An Financial Technology | |||||||||
General information, recapitalization and basis of presentation | |||||||||
Proportion of ownership interest in subsidiary | 70.00% | ||||||||
Ping An Financial Technology | Jin Ning Sheng | |||||||||
General information, recapitalization and basis of presentation | |||||||||
Proportion of ownership interest in equity method investments | 3.50% | ||||||||
Guang Feng Qi | |||||||||
General information, recapitalization and basis of presentation | |||||||||
Proportion of ownership interest in associate | 30.00% | ||||||||
Guang Feng Qi | Jin Ning Sheng | |||||||||
General information, recapitalization and basis of presentation | |||||||||
Proportion of ownership interest in equity method investments | 1.50% | ||||||||
Guang Feng Qi | Guang Feng Rong | |||||||||
General information, recapitalization and basis of presentation | |||||||||
Percentage of equity interest transferred | 2.35% | ||||||||
Bo Yu | |||||||||
General information, recapitalization and basis of presentation | |||||||||
Proportion of ownership interest in subsidiary | 44.30% | ||||||||
Proportion of ownership interest in associate | 44.30% | 39.87% | |||||||
Sen Rong | |||||||||
General information, recapitalization and basis of presentation | |||||||||
Proportion of ownership interest in subsidiary | 55.70% | 55.70% | 50.13% | ||||||
Sen Rong | Rong Chang | |||||||||
General information, recapitalization and basis of presentation | |||||||||
Proportion of ownership interest in associate | 46.95% | ||||||||
Sen Rong | Yi Chuan Jin | |||||||||
General information, recapitalization and basis of presentation | |||||||||
Proportion of ownership interest in associate | 39.85% | ||||||||
Sen Rong | Xin Ding Heng | |||||||||
General information, recapitalization and basis of presentation | |||||||||
Proportion of ownership interest in equity method investments | 13.20% | ||||||||
Shanghai OneConnect Financial Technology Co., Ltd | Ping An Financial Technology | Shenzhen Lanxin | |||||||||
General information, recapitalization and basis of presentation | |||||||||
Percentage of equity interest transferred | 22.20% | ||||||||
Shanghai OneConnect Financial Technology Co., Ltd | Guang Feng Rong | Jin Ning Sheng | |||||||||
General information, recapitalization and basis of presentation | |||||||||
Percentage of equity interest transferred | 2.35% | ||||||||
Jin Tai Yuan Limited | |||||||||
General information, recapitalization and basis of presentation | |||||||||
Proportion of ownership interest in subsidiary | 100.00% | 100.00% |
Basis of presentation - Other c
Basis of presentation - Other changes of the Company's shareholders subsequent to the Recapitalization and Initial Public Offering (Details) | Dec. 13, 2019USD ($)$ / sharesshares | Dec. 13, 2019CNY (¥)shares | Dec. 04, 2018 | Jul. 31, 2018 | Jan. 30, 2018 | Dec. 04, 2017shares | Oct. 30, 2017$ / shares | Jan. 31, 2019USD ($) | Apr. 30, 2018USD ($)item$ / sharesshares | Apr. 30, 2018CNY (¥)itemshares | Dec. 31, 2017$ / sharesshares | Dec. 31, 2019CNY (¥)shares | Dec. 31, 2018CNY (¥)shares | Dec. 31, 2017CNY (¥) | Aug. 30, 2019CNY (¥) | Dec. 31, 2019IDR (Rp) | Dec. 31, 2019HKD ($) | Dec. 31, 2019SDG ( ) | Dec. 31, 2019USD ($)$ / shares | Dec. 31, 2019CNY (¥) | Dec. 13, 2019CNY (¥) | Dec. 31, 2018$ / shares | Dec. 31, 2018CNY (¥) | Jun. 07, 2018CNY (¥) | Apr. 30, 2018CNY (¥) | |
General information, recapitalization and basis of presentation. | ||||||||||||||||||||||||||
Number of investors | item | 12 | 12 | ||||||||||||||||||||||||
Proceeds from issuance of ordinary shares | ¥ 2,007,034,549 | ¥ 4,750,965,000 | ¥ 192,082,000 | |||||||||||||||||||||||
Capital contribution from the then owners | ¥ 337,838,000 | |||||||||||||||||||||||||
Net proceeds from issuance of shares | $ 286,838,054 | ¥ 2,007,034,549 | ¥ 102,080,000 | ¥ 4,409,771,000 | ¥ 431,257,000 | |||||||||||||||||||||
Share capital | ¥ 257,000 | ¥ 73,000 | ¥ 6,549,000 | ¥ 66,000 | ¥ 6,000,000 | |||||||||||||||||||||
Initial term of exclusive business cooperation agreement | 10 years | |||||||||||||||||||||||||
Extended term of exclusive business cooperation agreement | 5 years | |||||||||||||||||||||||||
Initial term of exclusive asset option agreement | 10 years | |||||||||||||||||||||||||
Extended term of exclusive asset option agreement | 5 years | |||||||||||||||||||||||||
ADSs | ||||||||||||||||||||||||||
General information, recapitalization and basis of presentation. | ||||||||||||||||||||||||||
Number of new shares issued (in shares) | shares | 31,200,000 | 31,200,000 | ||||||||||||||||||||||||
Price per share (in USD per share) | $ / shares | $ 10 | |||||||||||||||||||||||||
Ordinary shares | ||||||||||||||||||||||||||
General information, recapitalization and basis of presentation. | ||||||||||||||||||||||||||
Number of Additional Shares Issued | shares | 899,999,999 | 899,999,999 | 3,720,665 | [1] | 99,999,999 | |||||||||||||||||||||
Proceeds from issuance of ordinary shares | $ 750,000,000 | ¥ 4,750,965,000 | ||||||||||||||||||||||||
Number of new shares issued (in shares) | shares | 93,600,000 | 93,600,000 | ||||||||||||||||||||||||
Price per share (in USD per share) | $ / shares | $ 7.5 | |||||||||||||||||||||||||
Ordinary shares par value per share | $ / shares | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||||||||||||||||||||
Kechuang | ||||||||||||||||||||||||||
General information, recapitalization and basis of presentation. | ||||||||||||||||||||||||||
Consideration transferred | ¥ 10,001 | |||||||||||||||||||||||||
Sen Rong | ||||||||||||||||||||||||||
General information, recapitalization and basis of presentation. | ||||||||||||||||||||||||||
Proportion of ownership interest in subsidiary | 55.70% | 55.70% | 50.13% | 50.13% | ||||||||||||||||||||||
Bo Yu | ||||||||||||||||||||||||||
General information, recapitalization and basis of presentation. | ||||||||||||||||||||||||||
Proportion of ownership interest in subsidiary | 44.30% | |||||||||||||||||||||||||
Proportion of ownership interest in associate | 44.30% | 39.87% | 39.87% | |||||||||||||||||||||||
Round A Investors | ||||||||||||||||||||||||||
General information, recapitalization and basis of presentation. | ||||||||||||||||||||||||||
Number of Additional Shares Issued | shares | 99,999,999 | 99,999,999 | ||||||||||||||||||||||||
Proceeds from issuance of ordinary shares | $ 750,000,000 | ¥ 4,750,966,000 | ||||||||||||||||||||||||
Proportion of ownership interest in equity method investments | 10.00% | 10.00% | ||||||||||||||||||||||||
Jin Tai Yuan Limited | ||||||||||||||||||||||||||
General information, recapitalization and basis of presentation. | ||||||||||||||||||||||||||
Proportion of ownership interest in subsidiary | 100.00% | 100.00% | ||||||||||||||||||||||||
Ordinary shares par value per share | $ / shares | 0.00001 | 0.00001 | ||||||||||||||||||||||||
Jin Cheng Long Limited | ||||||||||||||||||||||||||
General information, recapitalization and basis of presentation. | ||||||||||||||||||||||||||
Proportion of ownership interest in subsidiary | 100.00% | |||||||||||||||||||||||||
Ordinary shares par value per share | $ / shares | 1 | 1 | ||||||||||||||||||||||||
OneConnect Financial Technology (HongKong) Limited | ||||||||||||||||||||||||||
General information, recapitalization and basis of presentation. | ||||||||||||||||||||||||||
Proportion of ownership interest in subsidiary | 100.00% | |||||||||||||||||||||||||
Ordinary shares par value per share | $ / shares | $ 1 | $ 1 | ||||||||||||||||||||||||
OneConnect Financial Technology (Singapore) Co., Pte. Ltd. | ||||||||||||||||||||||||||
General information, recapitalization and basis of presentation. | ||||||||||||||||||||||||||
Proportion of ownership interest in subsidiary | 100.00% | |||||||||||||||||||||||||
Share capital | | 20,000,000 | |||||||||||||||||||||||||
PT OneConnect Financial Technology Indonesia | ||||||||||||||||||||||||||
General information, recapitalization and basis of presentation. | ||||||||||||||||||||||||||
Proportion of ownership interest in subsidiary | 100.00% | |||||||||||||||||||||||||
Share capital | Rp | Rp 10,000,000,000 | |||||||||||||||||||||||||
Ping An OneConnect Bank (Hong Kong) Limited | ||||||||||||||||||||||||||
General information, recapitalization and basis of presentation. | ||||||||||||||||||||||||||
Proportion of ownership interest in subsidiary | 100.00% | |||||||||||||||||||||||||
Share capital | $ | $ 600,000,000 | |||||||||||||||||||||||||
Shenzhen OneConnect Technology | ||||||||||||||||||||||||||
General information, recapitalization and basis of presentation. | ||||||||||||||||||||||||||
Proportion of ownership interest in subsidiary | 100.00% | |||||||||||||||||||||||||
Share capital | 10,000,000 | |||||||||||||||||||||||||
Vantage Point Technology | ||||||||||||||||||||||||||
General information, recapitalization and basis of presentation. | ||||||||||||||||||||||||||
Proportion of ownership interest in subsidiary | 51.67% | 51.67% | ||||||||||||||||||||||||
Share capital | 13,333,529 | |||||||||||||||||||||||||
Shenzhen OneConnect Information Technology | ||||||||||||||||||||||||||
General information, recapitalization and basis of presentation. | ||||||||||||||||||||||||||
Proportion of ownership interest in subsidiary | 51.00% | 51.00% | ||||||||||||||||||||||||
Share capital | 100,000,000 | |||||||||||||||||||||||||
Shenzhen OneConnect Information Technology | Shenzhen Ping An Investment Development Co., Ltd. | ||||||||||||||||||||||||||
General information, recapitalization and basis of presentation. | ||||||||||||||||||||||||||
Proportion of ownership interest in subsidiary | 49.00% | |||||||||||||||||||||||||
Consideration transferred | $ | $ 49,000,000 | |||||||||||||||||||||||||
BER Technology | ||||||||||||||||||||||||||
General information, recapitalization and basis of presentation. | ||||||||||||||||||||||||||
Proportion of ownership interest in subsidiary | 80.00% | |||||||||||||||||||||||||
Share capital | 22,950,000 | |||||||||||||||||||||||||
Zhang Tong Shun | ||||||||||||||||||||||||||
General information, recapitalization and basis of presentation. | ||||||||||||||||||||||||||
Proportion of ownership interest in subsidiary | 100.00% | |||||||||||||||||||||||||
Share capital | $ | $ 10,000,000 | |||||||||||||||||||||||||
Shenzhen OneConnect | VIEs | ||||||||||||||||||||||||||
General information, recapitalization and basis of presentation. | ||||||||||||||||||||||||||
Proportion of ownership interest in subsidiary | 100.00% | |||||||||||||||||||||||||
Share capital | 1,200,000,000 | |||||||||||||||||||||||||
Shenzhen CA | VIEs | ||||||||||||||||||||||||||
General information, recapitalization and basis of presentation. | ||||||||||||||||||||||||||
Proportion of ownership interest in subsidiary | 98.90% | |||||||||||||||||||||||||
Share capital | 43,500,000 | |||||||||||||||||||||||||
Shanghai OneConnect | Subsidiaries of VIE | ||||||||||||||||||||||||||
General information, recapitalization and basis of presentation. | ||||||||||||||||||||||||||
Proportion of ownership interest in subsidiary | 100.00% | |||||||||||||||||||||||||
Share capital | 1,200,000,000 | |||||||||||||||||||||||||
Kechuang | Subsidiaries of VIE | ||||||||||||||||||||||||||
General information, recapitalization and basis of presentation. | ||||||||||||||||||||||||||
Proportion of ownership interest in subsidiary | 99.90% | |||||||||||||||||||||||||
Share capital | ¥ 4,000,000 | |||||||||||||||||||||||||
Round A Investors | ||||||||||||||||||||||||||
General information, recapitalization and basis of presentation. | ||||||||||||||||||||||||||
Number of investors | item | 12 | 12 | ||||||||||||||||||||||||
PT OneConnect Financial Technology Indonesia | OneConnect(Singapore) | ||||||||||||||||||||||||||
General information, recapitalization and basis of presentation. | ||||||||||||||||||||||||||
Proportion of ownership interest in subsidiary | 90.00% | |||||||||||||||||||||||||
PT OneConnect Financial Technology Indonesia | OneConnect(HK) | ||||||||||||||||||||||||||
General information, recapitalization and basis of presentation. | ||||||||||||||||||||||||||
Proportion of ownership interest in equity method investments | 10.00% | |||||||||||||||||||||||||
[1] | The Company was incorporated on October 30, 2017 with an authorized share capital of USD 9,000 divided into 900,000,000 ordinary shares of USD0.00001 each.On December 4, 2017, 899,999,999 ordinary shares of the Company were issued to Bo Yu and Sen Rong at par as part of the Recapitalization of the Group (Note 1.2). The Company has completed Round A investments (“Round A Investments”) in April 2018 with 12 investors. 99,999,999 ordinary shares were issued to the Round A Investors at a price of USD7.5 per share for an aggregated consideration of approximately USD750 million (approximately RMB4,750,965,000). These shares rank pari passu in all respects with the shares in issue. As at December 31, 2018, issued number of ordinary shares was 999,999,999 shares of USD0.00001 each which had been fully paidOn March 11, 2019, the Company issued 1,748,501 ordinary shares to National Dream Limited, the offshore entity of Vantage Point Technology, for a total subscription price of USD13,114,000 (approximately RMB88,030,000) pursuant to a share subscription agreement entered into in July, 2018. On November 26, 2019, the Company issued 1,267,520 ordinary shares to Great Lakes Limited, the offshore entity of View Foundation’s selling shareholder, for a total subscription price of USD9,506,400 (approximately RMB66,877,000) pursuant to a share subscription agreement entered into in August, 2019. On November 27, 2019, the Company issued 563,714 and 140,930 ordinary shares to Blossom View Limited and Gold Planning Limited, respectively, which are the offshore entities designated by certain selling shareholders of BER Technology, for a total subscription price of USD5,284,830 (approximately RMB37,175,000) pursuant to a share subscription agreement entered into in September, 2019. |
Basis of presentation - Schedul
Basis of presentation - Schedule of financial statements amounts and balances of the Group's VIEs and subsidiaries of VIEs (Details) - CNY (¥) ¥ in Thousands | 1 Months Ended | 12 Months Ended | ||
Aug. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
General information, recapitalization and basis of presentation. | ||||
Total current assets | ¥ 7,658,807 | ¥ 7,858,622 | ||
Total non-current assets | 2,268,514 | 1,523,987 | ||
Total assets | 9,927,321 | 9,382,609 | ||
Total current liabilities | 4,939,916 | 5,122,390 | ||
Total non-current liabilities | 466,864 | 429,131 | ||
Total liabilities | 5,406,780 | 5,551,521 | ||
Total revenue | 2,327,846 | 1,413,489 | ¥ 581,912 | |
Net loss | (1,687,512) | (1,190,285) | (606,956) | |
Net cash used in operating activities | (1,817,454) | (489,237) | (228,685) | |
Net cash (used in)/generated from investing activities | 570,839 | (5,805,478) | (126,841) | |
Net cash generated from financing activities | 1,754,557 | 5,999,403 | 1,125,135 | |
Net increase /(decrease) in cash and cash equivalents | 507,942 | (295,312) | 769,609 | |
Cash and cash equivalents, beginning of the year | 565,027 | 847,767 | 78,158 | |
Cash and cash equivalents at the end of year | 1,077,875 | 565,027 | 847,767 | |
Shenzhen CA | ||||
General information, recapitalization and basis of presentation. | ||||
Proportion of ownership interest in subsidiary | 98.90% | |||
VIEs | ||||
General information, recapitalization and basis of presentation. | ||||
Registered capital, capital reserve and PRC statutory reserves | 1,254,000 | 1,208,000 | ||
Total current assets | 5,108,805 | 5,200,044 | ||
Total non-current assets | 942,638 | 609,798 | ||
Total assets | 6,051,443 | 5,809,842 | ||
Total current liabilities | 6,844,076 | 5,679,863 | ||
Total non-current liabilities | 318,775 | 74,464 | ||
Total liabilities | 7,162,851 | 5,754,327 | ||
Total revenue | 2,137,890 | 1,344,412 | 581,912 | |
Net loss | (1,284,223) | (15,264) | (605,733) | |
Net cash used in operating activities | (1,602,568) | (649,200) | (280,216) | |
Net cash (used in)/generated from investing activities | 552,837 | (2,262,895) | (125,741) | |
Net cash generated from financing activities | 1,173,363 | 2,606,830 | 744,309 | |
Net increase /(decrease) in cash and cash equivalents | 123,632 | (305,265) | 338,352 | |
Cash and cash equivalents, beginning of the year | 111,245 | 416,510 | 78,158 | |
Cash and cash equivalents at the end of year | ¥ 234,877 | ¥ 111,245 | ¥ 416,510 |
Summary of significant accoun_4
Summary of significant accounting policies - Segment Reporting and Property and equipment (Details) - segment | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Property and equipment | ||
Number of operating segment | 1 | 1 |
Office and telecommunication equipment | Minimum | ||
Property and equipment | ||
Expected useful life | 3 years | |
Office and telecommunication equipment | Maximum | ||
Property and equipment | ||
Expected useful life | 5 years | |
Leasehold improvements | ||
Property and equipment | ||
Expected useful life | 5 years |
Summary of significant accoun_5
Summary of significant accounting policies - Intangible assets (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Application and platform | Minimum | |
Intangible assets | |
Useful life | 3 years |
Application and platform | Maximum | |
Intangible assets | |
Useful life | 10 years |
Purchased software | Minimum | |
Intangible assets | |
Useful life | 3 years |
Purchased software | Maximum | |
Intangible assets | |
Useful life | 5 years |
Licences [member] | Minimum | |
Intangible assets | |
Useful life | 3 years |
Licences [member] | Maximum | |
Intangible assets | |
Useful life | 5 years |
Summary of significant accoun_6
Summary of significant accounting policies - Leases (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Minimum | |
Leases | |
Typical term of rental contracts (in years) | 1 year |
Maximum | |
Leases | |
Typical term of rental contracts (in years) | 5 years |
Summary of significant accoun_7
Summary of significant accounting policies - Change in accounting policy (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Summary of significant accounting policies | |||
Cost of revenue | ¥ 1,560,988 | ¥ 1,024,864 | ¥ 482,539 |
Amortization of intangible assets | 332,470 | 260,088 | |
Research and development expenses | ¥ 956,095 | ¥ 459,181 | ¥ 537,226 |
Summary of significant accoun_8
Summary of significant accounting policies - Revenue recognition (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Summary of significant accounting policies | |
Statement that practical expedient about existence of significant financing component has been used | True |
Statement that practical expedient about incremental costs of obtaining contract has been used | True |
Critical accounting estimates_2
Critical accounting estimates and judgments (Details) | 12 Months Ended | ||
Dec. 31, 2019CNY (¥)component | Dec. 31, 2018CNY (¥) | Dec. 31, 2017CNY (¥) | |
Disclosure of detailed information about intangible assets | |||
Typical loan term | 36 months | ||
Revenue recognized for performance based fees | ¥ 0 | ||
Performance based fees expected to be recognized | 0 | ||
Carrying amount | 976,948,000 | ¥ 758,075,000 | |
Impairment of intangible assets | 0 | 0 | ¥ 0 |
Original cost | 976,948,000 | 758,075,000 | 367,078,000 |
Cost | |||
Disclosure of detailed information about intangible assets | |||
Original cost | 1,896,518,000 | 1,345,170,000 | ¥ 694,085,000 |
Application and platform | |||
Disclosure of detailed information about intangible assets | |||
Carrying amount | ¥ 432,743,000 | ¥ 306,979,000 | |
Application and platform | Minimum | |||
Disclosure of detailed information about intangible assets | |||
Useful life | 3 years | ||
Application and platform | Maximum | |||
Disclosure of detailed information about intangible assets | |||
Useful life | 10 years | ||
Application and platform | Ping An Group | Cost | |||
Disclosure of detailed information about intangible assets | |||
Original cost | ¥ 690,910,000 | ||
Number of components of intangible assets | component | 2 | ||
Application and platform | Discounted cash flow | Ping An Group | Cost | |||
Disclosure of detailed information about intangible assets | |||
Original cost | ¥ 591,650,000 | ||
Application and platform | Asset value | Ping An Group | Cost | |||
Disclosure of detailed information about intangible assets | |||
Original cost | 99,260,000 | ||
Useful life for 2 years | Application and platform | |||
Disclosure of detailed information about intangible assets | |||
Carrying amount | ¥ 270,133,000 | ||
Useful life | 2 years | ||
Useful life for 5 years | Application and platform | |||
Disclosure of detailed information about intangible assets | |||
Carrying amount | ¥ 562,831,000 | ||
Useful life | 5 years |
Management of financial risk (D
Management of financial risk (Details) - Currency risk - Discount rate - CNY (¥) ¥ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Management of financial risk | ||
Impact on post tax profit due to increase in foreign currency | ¥ 21,776 | ¥ 20,636 |
Impact on post tax profit due to decrease in foreign currency | (21,776) | (20,636) |
Impact on other components of equity due to increase in foreign currency | 326,722 | 240,809 |
Impact on other components of equity due to a decrease in foreign currency | ¥ (326,722) | ¥ (240,809) |
Management of financial risk -
Management of financial risk - Trade receivables and contract assets (Details) - CNY (¥) ¥ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Loss allowance | ||
Loss allowance | ¥ 19,881 | ¥ 11,452 |
Credit risk | ||
Disclosure of nature and extent of risks arising from financial instruments | ||
Expected loss rate | 5.04% | 3.55% |
Gross carrying amount of trade receivables | ¥ 738,004 | ¥ 274,166 |
Gross carrying amount of contract assets of implementation service | 173,292 | 95,848 |
Loss allowance | ||
Loss allowance | 45,944 | 13,128 |
Credit risk | related parties | ||
Disclosure of nature and extent of risks arising from financial instruments | ||
Gross carrying amount of trade receivables | 283,186 | ¥ 145,468 |
Gross carrying amount of contract assets of implementation service | ¥ 12,758 | |
Credit risk | Expected to be recognized within one year | ||
Disclosure of nature and extent of risks arising from financial instruments | ||
Expected loss rate | 4.93% | 2.32% |
Gross carrying amount of trade receivables | ¥ 441,632 | ¥ 124,191 |
Gross carrying amount of contract assets of implementation service | 113,386 | 82,791 |
Loss allowance | ||
Loss allowance | ¥ 27,335 | ¥ 4,795 |
Credit risk | Expected to be recognized in one to two years | ||
Disclosure of nature and extent of risks arising from financial instruments | ||
Expected loss rate | 13.80% | 9.71% |
Gross carrying amount of trade receivables | ¥ 6,845 | ¥ 1,499 |
Gross carrying amount of contract assets of implementation service | 37,014 | 6,749 |
Loss allowance | ||
Loss allowance | ¥ 6,054 | ¥ 801 |
Credit risk | Expected to be recognized in two to three years | ||
Disclosure of nature and extent of risks arising from financial instruments | ||
Expected loss rate | 26.37% | 25.00% |
Gross carrying amount of trade receivables | ¥ 1,808 | ¥ 193 |
Gross carrying amount of contract assets of implementation service | 3,001 | 643 |
Loss allowance | ||
Loss allowance | ¥ 1,268 | ¥ 209 |
Credit risk | Expected to be recognized beyond three years | ||
Disclosure of nature and extent of risks arising from financial instruments | ||
Expected loss rate | 96.75% | 86.36% |
Gross carrying amount of trade receivables | ¥ 4,533 | ¥ 2,815 |
Gross carrying amount of contract assets of implementation service | 7,133 | 5,665 |
Loss allowance | ||
Loss allowance | 11,287 | 7,323 |
Credit risk | Trade receivables | ||
Loss allowance | ||
Loss allowance | 27,881 | 3,636 |
Credit risk | Trade receivables | Expected to be recognized within one year | ||
Loss allowance | ||
Loss allowance | 21,028 | 647 |
Credit risk | Trade receivables | Expected to be recognized in one to two years | ||
Loss allowance | ||
Loss allowance | 1,823 | 126 |
Credit risk | Trade receivables | Expected to be recognized in two to three years | ||
Loss allowance | ||
Loss allowance | 518 | 48 |
Credit risk | Trade receivables | Expected to be recognized beyond three years | ||
Loss allowance | ||
Loss allowance | 4,512 | 2,815 |
Credit risk | Contract assets of implementation service | ||
Loss allowance | ||
Loss allowance | 18,063 | 9,492 |
Credit risk | Contract assets of implementation service | Expected to be recognized within one year | ||
Loss allowance | ||
Loss allowance | 6,307 | 4,148 |
Credit risk | Contract assets of implementation service | Expected to be recognized in one to two years | ||
Loss allowance | ||
Loss allowance | 4,231 | 675 |
Credit risk | Contract assets of implementation service | Expected to be recognized in two to three years | ||
Loss allowance | ||
Loss allowance | 750 | 161 |
Credit risk | Contract assets of implementation service | Expected to be recognized beyond three years | ||
Loss allowance | ||
Loss allowance | ¥ 6,775 | ¥ 4,508 |
Management of financial risk _2
Management of financial risk - Movements in the impairment loss allowance of contract assets of implementation service (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Movements in the impairment loss allowance of contract assets of implementation service | ||
Beginning of the year | ¥ (11,452) | |
End of the year | (19,881) | ¥ (11,452) |
Credit risk | ||
Movements in the impairment loss allowance of contract assets of implementation service | ||
Beginning of the year | (13,128) | |
End of the year | (45,944) | (13,128) |
Credit risk | Contract assets of implementation service | ||
Movements in the impairment loss allowance of contract assets of implementation service | ||
Beginning of the year | (9,492) | |
Additions of impairment loss | (7,592) | |
Reversal of impairment loss | 538 | |
Additions from acquisition of subsidiary | (979) | (10,030) |
End of the year | ¥ (18,063) | ¥ (9,492) |
Management of financial risk _3
Management of financial risk - Impairment loss allowance of contract assets of transaction based and support service (Details) - CNY (¥) ¥ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Disclosure of nature and extent of risks arising from financial instruments | ||
Gross carrying amount | ¥ 252,274 | ¥ 196,781 |
Loss allowance | 19,881 | 11,452 |
Credit risk | ||
Disclosure of nature and extent of risks arising from financial instruments | ||
Loss allowance | 45,944 | 13,128 |
Credit risk | Contract assets of transaction based and support service | ||
Disclosure of nature and extent of risks arising from financial instruments | ||
Loss allowance | 1,818 | 1,960 |
Credit risk | Contract assets of transaction based and support service | Cost | ||
Disclosure of nature and extent of risks arising from financial instruments | ||
Gross carrying amount | 98,863 | 112,385 |
Credit risk | Contract assets of transaction based and support service | Cost | Stage 1 | ||
Disclosure of nature and extent of risks arising from financial instruments | ||
Gross carrying amount | 98,364 | 111,934 |
Credit risk | Contract assets of transaction based and support service | Cost | Stage 2 | ||
Disclosure of nature and extent of risks arising from financial instruments | ||
Gross carrying amount | 499 | 451 |
Credit risk | Contract assets of transaction based and support service | Loss allowance | ||
Disclosure of nature and extent of risks arising from financial instruments | ||
Loss allowance | 1,818 | 1,960 |
Credit risk | Contract assets of transaction based and support service | Loss allowance | Stage 1 | ||
Disclosure of nature and extent of risks arising from financial instruments | ||
Loss allowance | 1,421 | 1,653 |
Credit risk | Contract assets of transaction based and support service | Loss allowance | Stage 2 | ||
Disclosure of nature and extent of risks arising from financial instruments | ||
Loss allowance | ¥ 397 | ¥ 307 |
Management of financial risk _4
Management of financial risk - Movements in the impairment loss allowance of contract assets of transaction based and support service (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Management of financial risk | ||
Beginning of the year | ¥ (11,452) | |
End of the year | (19,881) | ¥ (11,452) |
Credit risk | ||
Management of financial risk | ||
Beginning of the year | (13,128) | |
End of the year | (45,944) | (13,128) |
Credit risk | Contract assets of transaction based and support service | ||
Management of financial risk | ||
Beginning of the year | (1,960) | |
Additions of impairment loss | (6,741) | (2,826) |
Additions from acquisition of subsidiary | (570) | (476) |
Reversal of impairment loss | 151 | |
Write?off | 7,302 | 1,342 |
End of the year | ¥ (1,818) | ¥ (1,960) |
Management of financial risk _5
Management of financial risk - Financial guarantee fee receivables (Details) - CNY (¥) ¥ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Disclosure of credit risk exposure | |||
Financial guarantee fee receivables, Gross carrying amount | ¥ 55,296 | ¥ 156,966 | |
Financial guarantee fee receivables, Loss allowance | 7,335 | 20,782 | ¥ 3,863 |
Credit risk | |||
Disclosure of credit risk exposure | |||
Financial guarantee fee receivables, Gross carrying amount | 55,296 | 156,966 | |
Financial guarantee fee receivables, Loss allowance | 7,335 | 20,782 | |
Credit risk | Stage 1 | |||
Disclosure of credit risk exposure | |||
Financial guarantee fee receivables, Gross carrying amount | 51,073 | 148,933 | |
Financial guarantee fee receivables, Loss allowance | 3,976 | 15,273 | |
Credit risk | Stage 2 | |||
Disclosure of credit risk exposure | |||
Financial guarantee fee receivables, Gross carrying amount | 4,223 | 8,033 | |
Financial guarantee fee receivables, Loss allowance | ¥ 3,359 | ¥ 5,509 |
Management of financial risk _6
Management of financial risk - Financial guarantee contracts (Details) - CNY (¥) ¥ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Disclosure of credit risk exposure | |||
Maximum financial guarantee credit risk exposure | ¥ 116,509 | ¥ 250,338 | ¥ 209,782 |
Credit risk | |||
Disclosure of credit risk exposure | |||
Maximum financial guarantee credit risk exposure | 467,241 | 1,348,550 | |
Credit risk | Stage 1 | |||
Disclosure of credit risk exposure | |||
Maximum financial guarantee credit risk exposure | 427,346 | 1,273,104 | |
Credit risk | Stage 2 | |||
Disclosure of credit risk exposure | |||
Maximum financial guarantee credit risk exposure | 39,895 | 75,446 | |
Credit risk | Stage 3 | |||
Disclosure of credit risk exposure | |||
Maximum financial guarantee credit risk exposure | ¥ 0 | ¥ 0 |
Management of financial risk _7
Management of financial risk - Liquidity risk (Details) - CNY (¥) ¥ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Disclosure of maturity analysis for non-derivative financial liabilities | |||
Maximum financial guarantee credit risk exposure | ¥ 116,509 | ¥ 250,338 | ¥ 209,782 |
Liquidity risk | |||
Disclosure of maturity analysis for non-derivative financial liabilities | |||
Short?term borrowings | 3,269,337 | 3,437,432 | |
Trade and other payables | 1,107,079 | 1,274,431 | |
Including: lease liabilities | 213,557 | 230,249 | |
Non?derivative financial liabilities | 4,376,416 | 4,711,863 | |
Gross settled (foreign currency swaps) - (inflow) | (2,038,696) | (480,812) | |
Gross settled (foreign currency swaps) - outflow | 2,041,378 | 483,250 | |
Derivative financial liabilities | 2,682 | 2,438 | |
Total | 4,379,098 | 4,714,301 | |
Maximum financial guarantee credit risk exposure | 467,241 | 1,348,550 | |
Liquidity risk | Expected to be recognized within one year | |||
Disclosure of maturity analysis for non-derivative financial liabilities | |||
Short?term borrowings | 3,269,337 | 3,437,432 | |
Trade and other payables | 671,461 | 853,889 | |
Including: lease liabilities | 111,012 | 86,066 | |
Non?derivative financial liabilities | 3,940,798 | 4,291,321 | |
Gross settled (foreign currency swaps) - (inflow) | (2,038,696) | (480,812) | |
Gross settled (foreign currency swaps) - outflow | 2,041,378 | 483,250 | |
Derivative financial liabilities | 2,682 | 2,438 | |
Total | 3,943,480 | 4,293,759 | |
Maximum financial guarantee credit risk exposure | 467,241 | 1,348,550 | |
Liquidity risk | 1 to 5 years | |||
Disclosure of maturity analysis for non-derivative financial liabilities | |||
Trade and other payables | 435,618 | 420,542 | |
Including: lease liabilities | 102,545 | 144,183 | |
Non?derivative financial liabilities | 435,618 | 420,542 | |
Total | ¥ 435,618 | ¥ 420,542 |
Management of financial risk _8
Management of financial risk - Fair value measurement (Details) - CNY (¥) ¥ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Disclosure of fair value measurement of assets | ||
Derivative financial liabilities | ¥ 2,682 | ¥ 2,438 |
Financial assets at fair value through profit or loss (FVPL) | ||
Disclosure of fair value measurement of assets | ||
Assets measured at fair value | 1,690,967 | 2,540,925 |
Financial assets at fair value through other comprehensive income (FVOCI) | ||
Disclosure of fair value measurement of assets | ||
Assets measured at fair value | 393,448 | 5,000 |
Level 1 | Financial assets at fair value through other comprehensive income (FVOCI) | ||
Disclosure of fair value measurement of assets | ||
Assets measured at fair value | 388,448 | |
Level 2 | ||
Disclosure of fair value measurement of assets | ||
Derivative financial liabilities | 2,682 | 2,438 |
Level 2 | Financial assets at fair value through profit or loss (FVPL) | ||
Disclosure of fair value measurement of assets | ||
Assets measured at fair value | 1,689,529 | 2,540,925 |
Level 3 | Financial assets at fair value through profit or loss (FVPL) | ||
Disclosure of fair value measurement of assets | ||
Assets measured at fair value | 1,438 | |
Level 3 | Financial assets at fair value through other comprehensive income (FVOCI) | ||
Disclosure of fair value measurement of assets | ||
Assets measured at fair value | ¥ 5,000 | ¥ 5,000 |
Management of financial risk _9
Management of financial risk - Transfer (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Management of financial risk | |||
Transfer from Level 1 to Level 2, Assets | ¥ 0 | ¥ 0 | ¥ 0 |
Transfer from Level 2 to Level 1, Assets | 0 | 0 | 0 |
Transfer from Level 1 to Level 2, Liabilities | 0 | 0 | 0 |
Transfer from Level 2 to Level 1, Liabilities | 0 | 0 | 0 |
Transfers into Level 3, Assets | 0 | 0 | 0 |
Transfers out of Level 3, Assets | 0 | 0 | 0 |
Transfers into Level 3, Liabilities | 0 | 0 | 0 |
Transfers out of Level 3, Liabilities | ¥ 0 | ¥ 0 | ¥ 0 |
Management of financial risk_10
Management of financial risk - Movements of Level 3 financial instruments (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Movements of Level 3 financial instruments measured at fair value | |||
Beginning of the year | ¥ 7,638,458 | ||
End of the year | 7,680,926 | ¥ 7,638,458 | |
Level 3 | |||
Movements of Level 3 financial instruments measured at fair value | |||
Beginning of the year | 5,000 | 5,000 | |
Additions (Note 16) | ¥ 5,000 | ||
End of the year | ¥ 5,000 | ¥ 5,000 | ¥ 5,000 |
Revenue - Revenue from contract
Revenue - Revenue from contract with customer (Details) - CNY (¥) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Disclosure of disaggregation of revenue from contracts with customers | |||
Revenue from contracts with customers | ¥ 2,327,846,000 | ¥ 1,413,489,000 | ¥ 581,912,000 |
Implementation | |||
Disclosure of disaggregation of revenue from contracts with customers | |||
Revenue from contracts with customers | 570,822,000 | 295,916,000 | 50,738,000 |
Business origination services | |||
Disclosure of disaggregation of revenue from contracts with customers | |||
Revenue from contracts with customers | 770,893,000 | 554,957,000 | 451,244,000 |
Revenue from guarantee model | |||
Disclosure of disaggregation of revenue from contracts with customers | |||
Revenue from contracts with customers | 13,657,000 | 29,746,000 | 105,996,000 |
Risk management services | |||
Disclosure of disaggregation of revenue from contracts with customers | |||
Revenue from contracts with customers | 327,120,000 | 205,160,000 | 86,000 |
Operation support services | |||
Disclosure of disaggregation of revenue from contracts with customers | |||
Revenue from contracts with customers | 582,968,000 | 309,502,000 | 51,105,000 |
Post implementation support services | |||
Disclosure of disaggregation of revenue from contracts with customers | |||
Revenue from contracts with customers | 36,000,000 | 27,442,000 | 5,257,000 |
Others | |||
Disclosure of disaggregation of revenue from contracts with customers | |||
Revenue from contracts with customers | ¥ 40,043,000 | ¥ 20,512,000 | ¥ 23,482,000 |
Revenue - Revenue by timing of
Revenue - Revenue by timing of transfer of services (Details) - CNY (¥) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Disclosure of disaggregation of revenue from contracts with customers | |||
Revenue from contracts with customers | ¥ 2,327,846,000 | ¥ 1,413,489,000 | ¥ 581,912,000 |
At a point in time | |||
Disclosure of disaggregation of revenue from contracts with customers | |||
Revenue from contracts with customers | 1,414,135,000 | 1,016,400,000 | 455,099,000 |
Over time | |||
Disclosure of disaggregation of revenue from contracts with customers | |||
Revenue from contracts with customers | 913,711,000 | 397,089,000 | 126,813,000 |
Implementation | |||
Disclosure of disaggregation of revenue from contracts with customers | |||
Revenue from contracts with customers | 570,822,000 | 295,916,000 | 50,738,000 |
Implementation | Over time | |||
Disclosure of disaggregation of revenue from contracts with customers | |||
Revenue from contracts with customers | 570,822,000 | 295,916,000 | 50,738,000 |
Business origination services | |||
Disclosure of disaggregation of revenue from contracts with customers | |||
Revenue from contracts with customers | 770,893,000 | 554,957,000 | 451,244,000 |
Business origination services | At a point in time | |||
Disclosure of disaggregation of revenue from contracts with customers | |||
Revenue from contracts with customers | 770,893,000 | 554,957,000 | 451,244,000 |
Revenue from guarantee model | |||
Disclosure of disaggregation of revenue from contracts with customers | |||
Revenue from contracts with customers | 13,657,000 | 29,746,000 | 105,996,000 |
Risk management services | |||
Disclosure of disaggregation of revenue from contracts with customers | |||
Revenue from contracts with customers | 327,120,000 | 205,160,000 | 86,000 |
Risk management services | At a point in time | |||
Disclosure of disaggregation of revenue from contracts with customers | |||
Revenue from contracts with customers | 327,120,000 | 205,160,000 | 86,000 |
Operation support services | |||
Disclosure of disaggregation of revenue from contracts with customers | |||
Revenue from contracts with customers | 582,968,000 | 309,502,000 | 51,105,000 |
Operation support services | At a point in time | |||
Disclosure of disaggregation of revenue from contracts with customers | |||
Revenue from contracts with customers | 278,768,000 | 243,112,000 | 3,769,000 |
Operation support services | Over time | |||
Disclosure of disaggregation of revenue from contracts with customers | |||
Revenue from contracts with customers | 304,200,000 | 66,390,000 | 47,336,000 |
Post implementation support services | |||
Disclosure of disaggregation of revenue from contracts with customers | |||
Revenue from contracts with customers | 36,000,000 | 27,442,000 | 5,257,000 |
Post implementation support services | Over time | |||
Disclosure of disaggregation of revenue from contracts with customers | |||
Revenue from contracts with customers | 36,000,000 | 27,442,000 | 5,257,000 |
Others | |||
Disclosure of disaggregation of revenue from contracts with customers | |||
Revenue from contracts with customers | 40,043,000 | 20,512,000 | 23,482,000 |
Others | At a point in time | |||
Disclosure of disaggregation of revenue from contracts with customers | |||
Revenue from contracts with customers | 37,354,000 | 13,171,000 | |
Others | Over time | |||
Disclosure of disaggregation of revenue from contracts with customers | |||
Revenue from contracts with customers | ¥ 2,689,000 | ¥ 7,341,000 | ¥ 23,482,000 |
Revenue - Major customers fees
Revenue - Major customers fees on lending solution services (Details) - Service fees on lending solution services | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Disclosure of disaggregation of revenue from contracts with customers | |||
Percentage of entity's revenue | 58.95% | 73.17% | 48.69% |
Ping An Group and its subsidiaries [Member] | |||
Disclosure of disaggregation of revenue from contracts with customers | |||
Percentage of entity's revenue | 42.90% | 45.78% | 18.60% |
Lufax and its subsidiaries | |||
Disclosure of disaggregation of revenue from contracts with customers | |||
Percentage of entity's revenue | 16.05% | 27.39% | 30.09% |
Revenue - Major customers servi
Revenue - Major customers service fees charged on loans facilitated (Details) - Fees generated on loans facilitated | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Disclosure of disaggregation of revenue from contracts with customers | |||
Percentage of entity's revenue | 55.58% | 64.72% | 70.60% |
Ping An Group and its subsidiaries [Member] | |||
Disclosure of disaggregation of revenue from contracts with customers | |||
Percentage of entity's revenue | 42.73% | 37.33% | 40.51% |
Lufax and its subsidiaries | |||
Disclosure of disaggregation of revenue from contracts with customers | |||
Percentage of entity's revenue | 12.85% | 27.39% | 30.09% |
Revenue - Contract assets and l
Revenue - Contract assets and liabilities (Details) - CNY (¥) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Contract assets | |||
Contract assets | ¥ 231,157,000 | ¥ 145,113,000 | |
Impairment loss allowance | (19,881,000) | (11,452,000) | |
Current contract assets, net | 211,276,000 | 133,661,000 | |
Non-current contract assets, net | 40,998,000 | 63,120,000 | |
Contract assets, net | 252,274,000 | 196,781,000 | |
Contract liabilities | |||
Current contract liabilities | 104,960,000 | 58,383,000 | |
Non-current contract liabilities | 12,700,000 | 7,423,000 | |
Contract liabilities | 117,660,000 | 65,806,000 | |
Increase in contract assets | 40,488,000 | ||
Revenue from performance obligations satisfied or partially satisfied in previous years | 0 | 0 | ¥ 0 |
Implementation | |||
Contract assets | |||
Contract assets | 173,292,000 | 95,848,000 | |
Impairment loss allowance | (18,063,000) | (9,492,000) | |
Contract liabilities | |||
Current contract liabilities | 875,000 | ||
Transaction based and support revenue | |||
Contract assets | |||
Contract assets | 57,865,000 | 49,265,000 | |
Impairment loss allowance | (1,818,000) | (1,960,000) | |
Non-current contract assets, net | 40,998,000 | 63,120,000 | |
Contract liabilities | |||
Current contract liabilities | 104,960,000 | 58,383,000 | |
Non-current contract liabilities | 12,700,000 | 7,423,000 | |
Business origination services | |||
Contract assets | |||
Contract assets | 33,836,000 | 44,986,000 | |
Impairment loss allowance | (854,000) | (1,510,000) | |
Operation support services | |||
Contract assets | |||
Contract assets | 20,537,000 | ||
Impairment loss allowance | (665,000) | ||
Contract liabilities | |||
Current contract liabilities | 57,340,000 | 12,093,000 | |
Non-current contract liabilities | 12,634,000 | 7,376,000 | |
Post implementation support services | |||
Contract assets | |||
Contract assets | 3,492,000 | 4,279,000 | |
Impairment loss allowance | (299,000) | (450,000) | |
Contract liabilities | |||
Current contract liabilities | 17,451,000 | 11,102,000 | |
Risk management services | |||
Contract liabilities | |||
Current contract liabilities | 19,080,000 | 35,188,000 | |
Non-current contract liabilities | 66,000 | ¥ 47,000 | |
Others | |||
Contract liabilities | |||
Current contract liabilities | ¥ 10,214,000 |
Revenue - Movements in the impa
Revenue - Movements in the impairment loss allowance of contract assets (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Movements in the impairment loss allowance of contract assets | ||
Beginning of the year | ¥ (11,452) | |
End of the year | (19,881) | ¥ (11,452) |
Contract assets | ||
Movements in the impairment loss allowance of contract assets | ||
Beginning of the year | (11,452) | |
Additions of impairment loss | (14,333) | (2,288) |
Additions from acquisition of subsidiary | (1,549) | (10,506) |
Reversal of impairment loss | 151 | |
Write?off | 7,302 | 1,342 |
End of the year | ¥ (19,881) | ¥ (11,452) |
Revenue - Revenue recognized in
Revenue - Revenue recognized in relation to contract liabilities (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue | ||
Revenue recognized that was included in the contract liability balance at the beginning of the year | ¥ 58,383 | ¥ 10,363 |
Revenue - Remaining performance
Revenue - Remaining performance obligations of longterm contracts (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Disclosure of transaction price allocated to remaining performance obligations | |||
Aggregate amount of the transaction price allocated to long?term contracts that are partially or fully unsatisfied at the end of each year | ¥ 102,528 | ¥ 135,414 | ¥ 96,441 |
Explanation of whether practical expedient is applied for disclosure of transaction price allocated to remaining performance obligations | True | ||
Expected to be recognized within one year | |||
Disclosure of transaction price allocated to remaining performance obligations | |||
Aggregate amount of the transaction price allocated to long?term contracts that are partially or fully unsatisfied at the end of each year | ¥ 67,979 | 52,838 | 36,406 |
Expected to be recognized in one to two years | |||
Disclosure of transaction price allocated to remaining performance obligations | |||
Aggregate amount of the transaction price allocated to long?term contracts that are partially or fully unsatisfied at the end of each year | 18,920 | 45,305 | 35,922 |
Expected to be recognized in two to three years | |||
Disclosure of transaction price allocated to remaining performance obligations | |||
Aggregate amount of the transaction price allocated to long?term contracts that are partially or fully unsatisfied at the end of each year | 3,290 | 22,391 | ¥ 24,113 |
Expected to be recognized beyond three years | |||
Disclosure of transaction price allocated to remaining performance obligations | |||
Aggregate amount of the transaction price allocated to long?term contracts that are partially or fully unsatisfied at the end of each year | ¥ 12,339 | ¥ 14,880 |
Expenses by nature (Details)
Expenses by nature (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Expenses by nature | |||
Employee benefit expenses | ¥ 1,480,826 | ¥ 737,399 | ¥ 563,548 |
Technology service fee | 858,946 | 614,311 | 260,052 |
Amortization of intangible assets | 332,470 | 260,088 | 230,906 |
Business origination fee | 291,883 | 224,405 | 187,628 |
Outsourcing labor costs | 276,301 | 131,198 | 27,976 |
Depreciation of property and equipment | 127,386 | 93,939 | 56,648 |
Travelling expenses | 89,195 | 50,207 | 24,929 |
Telecommunication expenses | 85,918 | 78,175 | 29,590 |
Professional service fee | 72,135 | 60,782 | 16,620 |
Marketing and advertising fee | 47,014 | 74,013 | 46,183 |
Purchase cost of products | 46,070 | 9,188 | |
Others | 201,293 | 112,067 | 53,995 |
Total cost of revenue, research and development expenses, selling and marketing expenses, general and administrative expenses | ¥ 3,909,437 | ¥ 2,445,772 | ¥ 1,498,075 |
Expenses by nature - Research a
Expenses by nature - Research and development costs (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Research and development costs | |||
Employee benefit expenses | ¥ 610,063 | ¥ 397,488 | ¥ 254,665 |
Technology service fee | 448,902 | 375,085 | 248,306 |
Amortization of intangible assets | 20,311 | 33,082 | 33,082 |
Depreciation of property and equipment | 12,687 | 6,025 | 1,083 |
Others | 55,727 | 9,761 | 90 |
Amounts incurred | 1,147,690 | 821,441 | 537,226 |
Less: capitalized | |||
Employee benefit expenses | (116,801) | (219,195) | |
Technology service fee | (63,260) | (142,995) | |
Others | (11,534) | (70) | |
Capitalized research and development costs | (191,595) | (362,260) | |
Research and development costs | ¥ 956,095 | ¥ 459,181 | ¥ 537,226 |
Employee benefit expenses (Deta
Employee benefit expenses (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Employee benefit expenses | |||
Wages and salaries | ¥ 1,165,604 | ¥ 587,940 | ¥ 457,050 |
Welfare and other benefits | 252,907 | 141,708 | 106,122 |
Share-based payments | 62,315 | 7,751 | 376 |
Employee benefit expenses | ¥ 1,480,826 | ¥ 737,399 | ¥ 563,548 |
Other income, gains or loss -_3
Other income, gains or loss - net (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Other income, gains or loss - net | |||
Net gain on financial assets at fair value through profit or loss | ¥ 38,891 | ¥ 102,582 | ¥ 22,667 |
Gain on disposal of property, plant and equipment and intangible asset | 13,267 | ||
Government grants | 17,795 | ||
Guarantee gain/(loss), net (Note a) | (137,191) | (200,080) | 1,526 |
Net foreign exchange loss | (8,569) | (10,951) | |
Fair value adjustment to derivatives | (244) | (2,438) | |
Interest income from shareholder for late capital injection | 15,088 | ||
Gain on dilution of interest in associate (Note 14) | 7,641 | ||
Gain on disposal of lease assets and derecognition of lease liabilities | 5,232 | ||
Others | 1,797 | 3,066 | 1,667 |
Other income, gains or loss -net | ¥ (74,254) | ¥ (79,860) | ¥ 25,860 |
Other income, gains or loss -_4
Other income, gains or loss - net - Guarantee gains/(loss), net (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Other income, gains or loss - net | |||
Interest income on financial guarantee fee receivables (Note 18(a)) | ¥ 24,802 | ¥ 44,289 | ¥ 8,485 |
Impairment loss of financial guarantee fee receivables (Note 19(a)) | (29,712) | (40,762) | (9,271) |
Release of financial guarantee liabilities | 2,312 | ||
Guarantee charge arising from changes in estimates under financial guarantee contract | (132,281) | (203,607) | |
Guarantee gain/(loss), net | ¥ (137,191) | ¥ (200,080) | ¥ 1,526 |
Finance costs-net (Details)
Finance costs-net (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Finance income | |||
Interest income on deposits | ¥ 128,261 | ¥ 129,435 | ¥ 2,128 |
Finance costs | |||
Interest expense on borrowings | (149,279) | (145,968) | (79,454) |
Interest expense on lease liabilities | (10,785) | (10,175) | (6,136) |
Interest expense on redemption liability | (12,608) | (4,511) | |
Bank charges | (2,159) | (2,788) | (121) |
Total finance costs | (174,831) | (163,442) | (85,711) |
Finance costs - net | ¥ (46,570) | ¥ (34,007) | ¥ (83,583) |
Income tax benefit_(expense) (D
Income tax benefit/(expense) (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income tax benefit/(expense) | |||
Current income tax | ¥ (5,157) | ¥ (99) | ¥ (87) |
Deferred income tax | 80,081 | (26,370) | 369,764 |
Income tax benefit/(expense) | ¥ 74,924 | ¥ (26,469) | ¥ 369,677 |
Income tax benefit_(expense) -
Income tax benefit/(expense) - Tax on the Group's loss before income tax differs from the theoretical amount statutory tax rate applicable to loss of the consolidated entities (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income tax benefit/(expense) | |||
Statutory income tax rate (as a percent) | 25.00% | 25.00% | 25.00% |
Loss before income tax | ¥ 1,762,236 | ¥ 1,163,816 | ¥ 976,633 |
Tax calculated at PRC statutory income tax rate of 25% | 440,559 | 290,954 | 244,158 |
Differential of income tax rates applicable to subsidiaries | (120,179) | (179,909) | |
Expense not deductible for tax purposes | (53,578) | (85,795) | (2,909) |
Incomes not subject to tax | 9,022 | 7,549 | |
Tax losses and temporary differences for which no deferred income tax asset was recognized | (170,868) | (221) | |
Deferred tax assets recognized for previously unrecognized tax losses and temporary differences | 128,428 | ||
Derecognization of deferred tax assets on tax losses | (40,668) | (60,337) | |
Additional deductible allowance for research and development expenses | 2,936 | 407 | |
Adjustments for current tax of prior periods | 883 | ||
Utilization of previously unrecognized tax losses | 7,700 | ||
Income tax benefit/(expense) | ¥ 74,924 | ¥ (26,469) | ¥ 369,677 |
Income tax benefit_(expense) _2
Income tax benefit/(expense) - Unused Tax Losses (Details) - Tax losses - CNY (¥) ¥ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Disclosure of temporary difference, unused tax losses and unused tax credits | ||
Unused tax losses for which no deferred tax asset has been recognized | ¥ 1,133,461 | ¥ 244,027 |
Year 2022 | ||
Disclosure of temporary difference, unused tax losses and unused tax credits | ||
Unused tax losses for which no deferred tax asset has been recognized | 277,048 | ¥ 241,348 |
Year 2023 | ||
Disclosure of temporary difference, unused tax losses and unused tax credits | ||
Unused tax losses for which no deferred tax asset has been recognized | 121,521 | |
Year 2024 | ||
Disclosure of temporary difference, unused tax losses and unused tax credits | ||
Unused tax losses for which no deferred tax asset has been recognized | ¥ 448,605 |
Income tax benefit_(expense) _3
Income tax benefit/(expense) - Additional information (Details) - CNY (¥) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Taxes Disclosure | |||
Statutory tax rate (as a percent) | 25.00% | 25.00% | 25.00% |
Profits tax | ¥ (74,924,000) | ¥ 26,469,000 | ¥ (369,677,000) |
Estimated assessable profit | ¥ (1,762,436,000) | (1,163,816,000) | (976,633,000) |
PRC | |||
Income Taxes Disclosure | |||
Statutory tax rate (as a percent) | 25.00% | ||
Preferential tax rate | 15.00% | ||
Deferred income tax liability | ¥ 0 | ¥ 0 | ¥ 0 |
Hongkong | |||
Income Taxes Disclosure | |||
Statutory tax rate (as a percent) | 16.50% | 16.50% | 16.50% |
Profits tax | ¥ 0 | ¥ 0 | ¥ 0 |
Estimated assessable profit | ¥ 0 | 0 | 0 |
Singapore | |||
Income Taxes Disclosure | |||
Statutory tax rate (as a percent) | 17.00% | ||
Profits tax | ¥ 0 | 0 | 0 |
Estimated assessable profit | ¥ 0 | ¥ 0 | ¥ 0 |
Indonesia | |||
Income Taxes Disclosure | |||
Statutory tax rate (as a percent) | 0.50% | 0.50% | |
Minimum | PRC | |||
Income Taxes Disclosure | |||
Withholding tax rate | 5.00% | ||
Maximum | PRC | |||
Income Taxes Disclosure | |||
Withholding tax rate | 10.00% |
Loss per share (Details)
Loss per share (Details) ¥ / shares in Units, ¥ in Thousands | 12 Months Ended | ||||
Dec. 31, 2019CNY (¥)¥ / sharesshares | Dec. 31, 2018CNY (¥)¥ / sharesshares | Dec. 31, 2017CNY (¥)¥ / sharesshares | Dec. 13, 2019 | Jan. 01, 2017shares | |
Loss per share | |||||
Net loss for the year attributable to owners of the Company | ¥ | ¥ (1,660,566) | ¥ (1,195,712) | ¥ (606,956) | ||
Weighted average number of ordinary shares in issue | 939,286,000 | 923,691,000 | 671,197,000 | ||
Basic loss per share | ¥ / shares | ¥ (1.77) | ¥ (1.29) | ¥ (0.90) | ||
Diluted loss per share | ¥ / shares | (1.77) | ¥ (1.29) | ¥ (0.90) | ||
Basic loss per ADS | ¥ / shares | (5.30) | ||||
Diluted loss per ADS | ¥ / shares | ¥ (5.30) | ||||
ADSs ratio | 3 | 3 | |||
Ordinary shares issued | 900,000,000 | ||||
Stock options | |||||
Loss per share | |||||
Treasury shares | 66,171,600 | ||||
Number of shares issued | 1,031,149,064 | 933,828,399 | 833,828,400 | 580,417,958 | |
Number of ordinary shares outstanding | 1,031,149,064 | 933,828,399 | 833,828,400 | 580,417,958 | |
Effect of anti dilutive shares | 26,776,325 | 24,541,500 | 19,515,600 |
Property and equipment (Details
Property and equipment (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Property and equipment | |||
Beginning of the year | ¥ 319,668 | ¥ 160,949 | |
Acquisition of subsidiary | 18,124 | 448 | |
Additions | 144,269 | 310,466 | |
Disposals, net | (39,328) | (58,256) | |
Depreciation charge | (127,386) | (93,939) | ¥ (56,648) |
Exchange difference | (842) | ||
End of the year | 314,505 | 319,668 | 160,949 |
Cost | |||
Property and equipment | |||
Beginning of the year | 410,809 | 239,863 | |
End of the year | 527,885 | 410,809 | 239,863 |
Accumulated amortization | |||
Property and equipment | |||
Beginning of the year | (91,141) | (78,914) | |
End of the year | (212,538) | (91,141) | (78,914) |
Exchange difference | |||
Property and equipment | |||
End of the year | (842) | ||
Office and telecommunication equipment | |||
Property and equipment | |||
Beginning of the year | 62,207 | 31,683 | |
Acquisition of subsidiary | 2,707 | 272 | |
Additions | 65,310 | 42,305 | |
Disposals, net | (39,328) | (9) | |
Depreciation charge | (26,187) | (12,044) | |
Exchange difference | (329) | ||
End of the year | 64,380 | 62,207 | 31,683 |
Office and telecommunication equipment | Cost | |||
Property and equipment | |||
Beginning of the year | 85,861 | 43,293 | |
End of the year | 108,561 | 85,861 | 43,293 |
Office and telecommunication equipment | Accumulated amortization | |||
Property and equipment | |||
Beginning of the year | (23,654) | (11,610) | |
End of the year | (43,852) | (23,654) | (11,610) |
Office and telecommunication equipment | Exchange difference | |||
Property and equipment | |||
End of the year | (329) | ||
Right of use properties | |||
Property and equipment | |||
Beginning of the year | 208,409 | 117,976 | |
Acquisition of subsidiary | 13,938 | ||
Additions | 46,479 | 225,638 | |
Disposals, net | (58,247) | ||
Depreciation charge | (86,688) | (76,958) | |
Exchange difference | (141) | ||
End of the year | 181,997 | 208,409 | 117,976 |
Right of use properties | Cost | |||
Property and equipment | |||
Beginning of the year | 268,992 | 183,313 | |
End of the year | 329,409 | 268,992 | 183,313 |
Right of use properties | Accumulated amortization | |||
Property and equipment | |||
Beginning of the year | (60,583) | (65,337) | |
End of the year | (147,271) | (60,583) | (65,337) |
Right of use properties | Exchange difference | |||
Property and equipment | |||
End of the year | (141) | ||
Leasehold improvements | |||
Property and equipment | |||
Beginning of the year | 49,052 | 11,290 | |
Acquisition of subsidiary | 1,479 | 176 | |
Additions | 32,480 | 42,523 | |
Depreciation charge | (14,511) | (4,937) | |
Exchange difference | (372) | ||
End of the year | 68,128 | 49,052 | 11,290 |
Leasehold improvements | Cost | |||
Property and equipment | |||
Beginning of the year | 55,956 | 13,257 | |
End of the year | 89,915 | 55,956 | 13,257 |
Leasehold improvements | Accumulated amortization | |||
Property and equipment | |||
Beginning of the year | (6,904) | (1,967) | |
End of the year | (21,415) | ¥ (6,904) | ¥ (1,967) |
Leasehold improvements | Exchange difference | |||
Property and equipment | |||
End of the year | ¥ (372) |
Property and equipment - Additi
Property and equipment - Additional Information (Details) - CNY (¥) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Property and equipment | |||
Depreciation charge | ¥ 127,386,000 | ¥ 93,939,000 | ¥ 56,648,000 |
Cost of revenue | |||
Property and equipment | |||
Depreciation charge | 2,362,000 | 778,000 | 213,000 |
Research and development expense | |||
Property and equipment | |||
Depreciation charge | 12,687,000 | 6,025,000 | 1,083,000 |
Selling and marketing expenses | |||
Property and equipment | |||
Depreciation charge | 6,666,000 | 2,474,000 | 2,440,000 |
General and administrative expenses | |||
Property and equipment | |||
Depreciation charge | ¥ 105,671,000 | ¥ 84,662,000 | ¥ 52,912,000 |
Intangible assets (Details)
Intangible assets (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Intangible assets | ||
Beginning of the year | ¥ 758,075 | ¥ 367,078 |
Acquisition of subsidiary (Note 33) | 335,113 | 276,107 |
Additions | 216,670 | 374,978 |
Disposal, net | (423) | |
Amortization | (332,470) | (260,088) |
Exchange differences | (17) | |
End of the year | 976,948 | 758,075 |
Cost | ||
Intangible assets | ||
Beginning of the year | 1,345,170 | 694,085 |
End of the year | 1,896,518 | 1,345,170 |
Accumulated amortization | ||
Intangible assets | ||
Beginning of the year | (587,095) | (327,007) |
End of the year | (919,553) | (587,095) |
Exchange difference | ||
Intangible assets | ||
End of the year | (17) | |
Application and platform | Ping An Group and its subsidiaries [Member] | ||
Intangible assets | ||
Beginning of the year | 134,326 | 364,597 |
Amortization | (134,326) | (230,271) |
End of the year | 134,326 | |
Application and platform | Ping An Group and its subsidiaries [Member] | Cost | ||
Intangible assets | ||
Beginning of the year | 690,910 | 690,910 |
End of the year | 690,910 | 690,910 |
Application and platform | Ping An Group and its subsidiaries [Member] | Accumulated amortization | ||
Intangible assets | ||
Beginning of the year | (556,584) | (326,313) |
End of the year | (690,910) | (556,584) |
Application and platform, Developed internally | ||
Intangible assets | ||
Beginning of the year | 36,821 | |
Transfer | 360,540 | 44,033 |
Amortization | (120,451) | (7,212) |
Exchange differences | (14) | |
End of the year | 276,896 | 36,821 |
Application and platform, Developed internally | Cost | ||
Intangible assets | ||
Beginning of the year | 44,033 | |
End of the year | 404,573 | 44,033 |
Application and platform, Developed internally | Accumulated amortization | ||
Intangible assets | ||
Beginning of the year | (7,212) | |
End of the year | (127,663) | (7,212) |
Application and platform, Developed internally | Exchange difference | ||
Intangible assets | ||
End of the year | (14) | |
Application and platform, Acquired | ||
Intangible assets | ||
Acquisition of subsidiary (Note 33) | 57,355 | |
Amortization | (12,719) | |
End of the year | 44,636 | |
Application and platform, Acquired | Cost | ||
Intangible assets | ||
End of the year | 57,355 | |
Application and platform, Acquired | Accumulated amortization | ||
Intangible assets | ||
End of the year | (12,719) | |
Purchased software | ||
Intangible assets | ||
Beginning of the year | 76,032 | 2,481 |
Acquisition of subsidiary (Note 33) | 190 | 74,628 |
Additions | 22,623 | 11,758 |
Disposal, net | (423) | |
Amortization | (33,423) | (12,835) |
Exchange differences | (3) | |
End of the year | 64,996 | 76,032 |
Purchased software | Cost | ||
Intangible assets | ||
Beginning of the year | 89,561 | 3,175 |
End of the year | 111,939 | 89,561 |
Purchased software | Accumulated amortization | ||
Intangible assets | ||
Beginning of the year | (13,529) | (694) |
End of the year | (46,940) | (13,529) |
Purchased software | Exchange difference | ||
Intangible assets | ||
End of the year | (3) | |
Development cost in progress | ||
Intangible assets | ||
Beginning of the year | 325,081 | |
Acquisition of subsidiary (Note 33) | 1,293 | 6,854 |
Additions | 191,595 | 362,260 |
Transfer | (360,540) | (44,033) |
End of the year | 157,429 | 325,081 |
Development cost in progress | Cost | ||
Intangible assets | ||
Beginning of the year | 325,081 | |
End of the year | 157,429 | 325,081 |
Goodwill | ||
Intangible assets | ||
Beginning of the year | 126,015 | |
Acquisition of subsidiary (Note 33) | 163,146 | 126,015 |
End of the year | 289,161 | 126,015 |
Goodwill | Cost | ||
Intangible assets | ||
Beginning of the year | 126,015 | |
End of the year | 289,161 | 126,015 |
License | ||
Intangible assets | ||
Beginning of the year | 936 | |
Acquisition of subsidiary (Note 33) | 103,928 | |
Additions | 960 | |
Amortization | (7,465) | (24) |
End of the year | 97,399 | 936 |
License | Cost | ||
Intangible assets | ||
Beginning of the year | 960 | |
End of the year | 104,888 | 960 |
License | Accumulated amortization | ||
Intangible assets | ||
Beginning of the year | (24) | |
End of the year | (7,489) | (24) |
Others | ||
Intangible assets | ||
Beginning of the year | 58,864 | |
Acquisition of subsidiary (Note 33) | 9,201 | 68,610 |
Additions | 2,452 | |
Amortization | (24,086) | (9,746) |
End of the year | 46,431 | 58,864 |
Others | Cost | ||
Intangible assets | ||
Beginning of the year | 68,610 | |
End of the year | 80,263 | 68,610 |
Others | Accumulated amortization | ||
Intangible assets | ||
Beginning of the year | (9,746) | |
End of the year | ¥ (33,832) | ¥ (9,746) |
Intangible assets - Amortizatio
Intangible assets - Amortization (Details) - CNY (¥) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Intangible assets | |||
Amortization | ¥ 332,470,000 | ¥ 260,088,000 | |
Cost of revenue | |||
Intangible assets | |||
Amortization | 308,551,000 | 227,006,000 | ¥ 197,824,000 |
Research and development expense | |||
Intangible assets | |||
Amortization | 20,311,000 | ¥ 33,082,000 | ¥ 33,082,000 |
General and administrative expenses | |||
Intangible assets | |||
Amortization | ¥ 3,608,000 |
Intangible assets - Impairment
Intangible assets - Impairment tests for long lived assets (Details) - segment | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Intangible assets. | ||
Number of operating segment | 1 | 1 |
Intangible assets - Key assumpt
Intangible assets - Key assumptions used to calculate value of goodwill (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Intangible assets | ||
Long term growth rate | 3.00% | 3.00% |
Pre?tax discount rate | 16.26% | 20.91% |
Provision impairment | ¥ 0 | ¥ 0 |
Minimum | ||
Intangible assets | ||
Revenue growth rate | 8.00% | 8.00% |
Maximum | ||
Intangible assets | ||
Revenue growth rate | (55.00%) | (55.00%) |
Investment in associate (Detail
Investment in associate (Details) | Mar. 28, 2017CNY (¥) | Jan. 31, 2019CNY (¥) | Dec. 31, 2019JPY (¥) | Dec. 31, 2019CNY (¥) | Dec. 31, 2018CNY (¥) | Dec. 31, 2017CNY (¥) |
Investment in associate | ||||||
At beginning of year | ¥ 29,452,000 | ¥ 29,452,000 | ¥ 37,253,000 | |||
Additions | 100,000,000 | ¥ 40,000,000 | ||||
Share of losses of associate | (14,328,000) | (15,442,000) | (2,747,000) | |||
Gain on dilution of interest in associate | 7,641,000 | |||||
At end of year | 115,124,000 | ¥ 29,452,000 | 37,253,000 | |||
Capital injection | 100,000,000 | ¥ 40,000,000 | ||||
Investment in joint venture | ||||||
Additions | 4,321,000 | |||||
Share of losses of joint venture | (526,000) | |||||
Exchange difference | (90,000) | |||||
At end of year | 3,705,000 | |||||
Capital invested | ¥ 4,321,000 | |||||
Puhui Lixin | ||||||
Investment in associate | ||||||
Additions | ¥ 40,000,000 | |||||
Capital injection | ¥ 100,000,000 | |||||
Additional equity interest the group can exercisable | 5.00% | |||||
Percentage of equity interest | 35.00% | 35.00% | 13.33% | |||
SBI Japan | ||||||
Investment in joint venture | ||||||
Capital invested | ¥ 65,100,000 | ¥ 4,321,000 | ||||
Percentage of equity interest | 31.00% | 31.00% |
Financial instruments by cate_3
Financial instruments by category (Details) - CNY (¥) ¥ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Disclosure of detailed information about financial instruments | ||
Financial assets | ¥ 7,680,926 | ¥ 7,638,458 |
Financial liabilities | 4,452,600 | 4,642,040 |
Liabilities at amortized cost | Trade and other payables (excluding non?financial liability items) | ||
Disclosure of detailed information about financial instruments | ||
Financial liabilities | 1,231,352 | 1,253,502 |
Liabilities at amortized cost | Short term borrowings | ||
Disclosure of detailed information about financial instruments | ||
Financial liabilities | 3,218,566 | 3,386,100 |
Financial liability held at FVPL | Derivative financial liability | ||
Disclosure of detailed information about financial instruments | ||
Financial liabilities | 2,682 | 2,438 |
Financial assets at amortized cost | Loan to related party | ||
Disclosure of detailed information about financial instruments | ||
Financial assets | 15,027 | |
Financial assets at amortized cost | Trade receivables | ||
Disclosure of detailed information about financial instruments | ||
Financial assets | 710,123 | 270,530 |
Financial assets at amortized cost | Prepayments and other receivables (excluding non?financial asset items) | ||
Disclosure of detailed information about financial instruments | ||
Financial assets | 368,224 | 245,711 |
Financial assets at amortized cost | Restricted cash | ||
Disclosure of detailed information about financial instruments | ||
Financial assets | 3,440,289 | 3,996,238 |
Financial assets at amortized cost | Cash and cash equivalents | ||
Disclosure of detailed information about financial instruments | ||
Financial assets | 1,077,875 | 565,027 |
Financial assets at fair value through other comprehensive income (FVOCI) | ||
Disclosure of detailed information about financial instruments | ||
Financial assets | 393,448 | 5,000 |
Financial assets at fair value through profit or loss (FVPL) | ||
Disclosure of detailed information about financial instruments | ||
Financial assets | ¥ 1,690,967 | ¥ 2,540,925 |
Financial assets at fair valu_5
Financial assets at fair value through other comprehensive income (Details) - CNY (¥) | Dec. 31, 2019 | Dec. 31, 2018 | Aug. 04, 2016 | |
Disclosure of fair value of investments in equity instruments designated at fair value through other comprehensive income | ||||
Unlisted securities ?Equity securities | [1] | ¥ 5,000,000 | ¥ 5,000,000 | |
Listed securities ?Treasury bills | 388,448,000 | |||
Total | ¥ 393,448,000 | ¥ 5,000,000 | ||
Exchange Settlement Centre Co., Ltd. | ||||
Disclosure of fair value of investments in equity instruments designated at fair value through other comprehensive income | ||||
Equity interest acquired (as a percent) | 5.00% | |||
Consideration transferred | ¥ 5,000,000 | |||
[1] | As at December 31, 2018 2019 RMB’000 RMB’000Unlisted securities —Equity securities (Note a) 5,000 5,000Listed securities—Treasury bills listed on the Hong Kong StockExchange — 388,448 5,000 393,448On August 4, 2016, the Group acquired 5% equity interest in Fujian Exchange Settlement Centre Co., Ltd. () at a consideration of RMB5,000,000. |
Leases (Details)
Leases (Details) - CNY (¥) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Right?of?use assets | ||
Properties | ¥ 181,997,000 | ¥ 208,409,000 |
Lease liabilities | ||
Non current | 87,800,000 | 126,868,000 |
Current | 101,889,000 | 82,452,000 |
Lease liabilities | 189,689,000 | 209,320,000 |
Additions to the right-of-use assets during the year | ¥ 60,418,000 | ¥ 225,638,000 |
Weighted average lessee's incremental borrowing rate | 4.84% | 4.81% |
Leases - statement of profit or
Leases - statement of profit or loss (Details) - CNY (¥) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Leases | |||
Depreciation charge of right?of?use assets | ¥ 86,688,000 | ¥ 76,958,000 | ¥ 45,929,000 |
Interest expenses (included in finance cost) | 10,785,000 | 10,175,000 | 6,136,000 |
Total expenses recognised in statement of profit or loss | 97,473,000 | 87,133,000 | 52,065,000 |
Cash outflow for leases | 76,895,000 | 83,727,000 | 50,432,000 |
Expense recognized in relation to short term leases | ¥ 947,000 | ¥ 11,000 | ¥ 2,068,000 |
Trade receivables (Details)
Trade receivables (Details) - CNY (¥) ¥ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Trade receivables | ||
Trade receivables | ¥ 710,123 | ¥ 270,530 |
Cost | ||
Trade receivables | ||
Trade receivables | 738,004 | 274,166 |
Loss allowance | ||
Trade receivables | ||
Trade receivables | ¥ 27,881 | ¥ 3,636 |
Trade receivables - Impairment
Trade receivables - Impairment loss (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Trade receivables. | ||
Beginning of the year | ¥ (3,636) | |
Additions | (26,651) | |
Acquisition of subsidiary | (1,207) | ¥ (3,651) |
Reversal | 531 | 15 |
Write-off | 3,082 | |
End of the year | ¥ (27,881) | ¥ (3,636) |
Prepayments and other receiva_3
Prepayments and other receivables (Details) - CNY (¥) ¥ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Prepayments and other receivables | |||
Financial guarantee fee receivable, gross | ¥ 55,296 | ¥ 156,966 | |
Less: impairment loss allowance | (7,335) | (20,782) | ¥ (3,863) |
Financial guarantee fee receivable, net (Note a) | 47,961 | 136,184 | ¥ 193,187 |
Deposit | 226,180 | 98,097 | |
Value?added?tax deductible | 60,765 | 38,688 | |
Receivable from disposal of equipment to related parties | 51,695 | ||
Advance to suppliers | 38,871 | 17,519 | |
Advance to staffs | 25,339 | 13,339 | |
Receivables for value?added?tax paid on behalf of wealth management products | 3,154 | 12,498 | |
Others | 75,644 | 21,957 | |
Less: impairment loss allowance | (1,332) | (1,068) | |
Total | ¥ 528,277 | ¥ 337,214 |
Prepayments and other receiva_4
Prepayments and other receivables - Financial guarantee fee receivables (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Changes in financial guarantee fee receivables, net | |||
Opening balance | ¥ 136,184 | ¥ 193,187 | |
Addition arising from new contracts | 50,889 | ||
Cash received | (81,884) | (114,076) | |
Unwinding interest income including value?added?tax | 23,373 | 46,946 | |
Impairment loss | (29,712) | (40,762) | ¥ (9,271) |
Ending balance | 47,961 | 136,184 | 193,187 |
Movements in the impairment loss allowance of financial guarantee fee receivables | |||
Beginning of the year | (20,782) | (3,863) | |
Additions | (29,712) | (40,762) | (9,271) |
Write off | 43,159 | 23,843 | 5,408 |
End of the year | ¥ (7,335) | ¥ (20,782) | ¥ (3,863) |
Prepayments and other receiva_5
Prepayments and other receivables - Impairment loss Allowance (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Prepayments and other receivables | ||
Beginning of the year | ¥ (1,068) | |
Acquisition of subsidiary | ¥ (1,117) | |
Additions | (4,874) | |
Reversal | 9 | 49 |
Write-off | 4,601 | |
End of the year | ¥ (1,332) | ¥ (1,068) |
Financial assets at fair valu_6
Financial assets at fair value through profit or loss (Details) - CNY (¥) | Dec. 31, 2019 | Dec. 31, 2018 |
Financial assets at fair value through profit or loss | ||
Carrying amount | ¥ 1,690,967,000 | ¥ 2,540,925,000 |
Financial assets at fair value through profit or loss | 1,655,509,000 | 2,540,925,000 |
Contingent returnable consideration | ||
Financial assets at fair value through profit or loss | ||
Carrying amount | 1,438,000 | |
Wealth management products | ||
Financial assets at fair value through profit or loss | ||
Carrying amount | ¥ 1,689,529,000 | ¥ 2,540,925,000 |
Restricted cash (Details)
Restricted cash (Details) | 12 Months Ended | |||
Dec. 31, 2019USD ($) | Dec. 31, 2019CNY (¥) | Dec. 31, 2018USD ($) | Dec. 31, 2018CNY (¥) | |
Restricted cash | ||||
Pledged bank deposits | ¥ 3,367,396,000 | ¥ 3,910,516,000 | ||
Accrued interest | 71,727,000 | 85,722,000 | ||
Time deposits with initial terms over three months | 1,166,000 | |||
Restricted cash | ¥ 3,440,289,000 | ¥ 3,996,238,000 | ||
Time deposits, minimum initial term | 3 months | |||
Weighted average | ||||
Restricted cash | ||||
Interest rate (in percent) | 4.64% | 4.64% | 4.78% | 4.78% |
Short term borrowings | ||||
Restricted cash | ||||
Pledged bank deposits | $ 467,800,000 | ¥ 3,263,466,000 | $ 565,980,000 | ¥ 3,884,434,000 |
Short term borrowings | Weighted average | ||||
Restricted cash | ||||
Interest rate (in percent) | 3.16% | 3.16% | 3.16% | 3.16% |
Business guarantee | ||||
Restricted cash | ||||
Pledged bank deposits | ¥ 1,729,000 | ¥ 2,061,000 | ||
Currency forwards and swaps | ||||
Restricted cash | ||||
Pledged bank deposits | $ 14,650,000 | ¥ 102,201,000 | $ 3,500,000 | ¥ 24,021,000 |
Cash and cash equivalents (Deta
Cash and cash equivalents (Details) - CNY (¥) ¥ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Cash and cash equivalents. | ||||
Cash on hand | ¥ 12 | ¥ 7 | ||
Cash at other financial institutions | 103 | |||
Cash at banks | 1,077,760 | 565,020 | ||
Cash and cash equivalents, end of the year | ¥ 1,077,875 | ¥ 565,027 | ¥ 847,767 | ¥ 78,158 |
Cash and cash equivalents - Pre
Cash and cash equivalents - Presented in currency (Details) - CNY (¥) ¥ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Cash and cash equivalents in currencies | ||||
Cash and cash equivalents | ¥ 1,077,875 | ¥ 565,027 | ¥ 847,767 | ¥ 78,158 |
USD | ||||
Cash and cash equivalents in currencies | ||||
Cash and cash equivalents | 718,156 | 421,806 | ||
RMB | ||||
Cash and cash equivalents in currencies | ||||
Cash and cash equivalents | 271,568 | 140,292 | ||
HKD | ||||
Cash and cash equivalents in currencies | ||||
Cash and cash equivalents | 77,489 | |||
SGD | ||||
Cash and cash equivalents in currencies | ||||
Cash and cash equivalents | 8,318 | ¥ 2,929 | ||
IDR | ||||
Cash and cash equivalents in currencies | ||||
Cash and cash equivalents | ¥ 2,344 |
Share capital (Details)
Share capital (Details) $ / shares in Units, ¥ in Thousands | Dec. 04, 2017shares | Apr. 30, 2018item$ / shares | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2017CNY (¥)shares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2019CNY (¥)shares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2018CNY (¥)shares | Dec. 31, 2017CNY (¥)shares | Oct. 30, 2017USD ($)$ / sharesshares | |||
Issued | |||||||||||||
Issued shares at end of period | 900,000,000 | 900,000,000 | |||||||||||
Beginning balance, equity | ¥ | ¥ 3,831,088 | ¥ (34,884) | ¥ 233,798 | ||||||||||
Issuance of ordinary shares | ¥ | 192,082 | 4,730,381 | 60 | ||||||||||
Ending balance, equity | ¥ | ¥ (34,884) | ¥ 4,520,541 | ¥ 3,831,088 | ¥ (34,884) | |||||||||
Number of investors | item | 12 | ||||||||||||
Ordinary shares | |||||||||||||
Authorized | |||||||||||||
Ordinary shares of USD0.00001 at incorporation date of the Company(Note a) ( in shares) | 900,000,000 | ||||||||||||
Ordinary shares of USD0.00001 at incorporation date of the Company(Note a) | $ | $ 9,000 | ||||||||||||
Authorized shares at beginning of period | 900,000,000 | 900,000,000 | |||||||||||
Newly authorized | 4,100,000,000 | 4,100,000,000 | |||||||||||
Authorized shares at end of period | 900,000,000 | 900,000,000 | 5,000,000,000 | 5,000,000,000 | 900,000,000 | ||||||||
Balance at beginning of period | $ | $ 9,000 | ||||||||||||
Additional amount of authorized shares | $ | $ 41,000 | ||||||||||||
Balance at end of period | $ | $ 9,000 | $ 50,000 | |||||||||||
Ordinary shares par value per share | $ / shares | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | |||||||||
Issued | |||||||||||||
Newly issued ordinary shares at incorporation date of the Company ( in shares) | 1 | ||||||||||||
Issued shares at beginning of period | 999,999,999 | 999,999,999 | 900,000,000 | 900,000,000 | |||||||||
Newly issued ordinary shares | 899,999,999 | 899,999,999 | 899,999,999 | 3,720,665 | [1] | 3,720,665 | [1] | 99,999,999 | 99,999,999 | ||||
Newly issued ordinary shares upon initial public offering | [2] | 93,600,000 | 93,600,000 | ||||||||||
Issued shares at end of period | 900,000,000 | 900,000,000 | 1,097,320,664 | 1,097,320,664 | 999,999,999 | 999,999,999 | 900,000,000 | ||||||
Beginning balance, equity | $ 10,000,000 | ¥ 66,169 | $ 9,000,000 | ¥ 59,838 | |||||||||
Issuance of ordinary shares | $ 9,000,000 | ¥ 59,838 | 37,000 | [1] | 257 | [1] | 1,000,000 | 6,331 | |||||
Issuance of ordinary shares upon initial public offering | [2] | 936,000 | 6,549 | ||||||||||
Ending balance, equity | $ 9,000,000 | ¥ 59,838 | $ 10,973,000 | ¥ 72,975 | $ 10,000,000 | ¥ 66,169 | ¥ 59,838 | ||||||
Price per share (in USD per share) | $ / shares | $ 7.5 | ||||||||||||
[1] | The Company was incorporated on October 30, 2017 with an authorized share capital of USD 9,000 divided into 900,000,000 ordinary shares of USD0.00001 each.On December 4, 2017, 899,999,999 ordinary shares of the Company were issued to Bo Yu and Sen Rong at par as part of the Recapitalization of the Group (Note 1.2). The Company has completed Round A investments (“Round A Investments”) in April 2018 with 12 investors. 99,999,999 ordinary shares were issued to the Round A Investors at a price of USD7.5 per share for an aggregated consideration of approximately USD750 million (approximately RMB4,750,965,000). These shares rank pari passu in all respects with the shares in issue. As at December 31, 2018, issued number of ordinary shares was 999,999,999 shares of USD0.00001 each which had been fully paidOn March 11, 2019, the Company issued 1,748,501 ordinary shares to National Dream Limited, the offshore entity of Vantage Point Technology, for a total subscription price of USD13,114,000 (approximately RMB88,030,000) pursuant to a share subscription agreement entered into in July, 2018. On November 26, 2019, the Company issued 1,267,520 ordinary shares to Great Lakes Limited, the offshore entity of View Foundation’s selling shareholder, for a total subscription price of USD9,506,400 (approximately RMB66,877,000) pursuant to a share subscription agreement entered into in August, 2019. On November 27, 2019, the Company issued 563,714 and 140,930 ordinary shares to Blossom View Limited and Gold Planning Limited, respectively, which are the offshore entities designated by certain selling shareholders of BER Technology, for a total subscription price of USD5,284,830 (approximately RMB37,175,000) pursuant to a share subscription agreement entered into in September, 2019. | ||||||||||||
[2] | On December 13, 2019, the Company completed its IPO on the New York Stock Exchange. In the offering, 31,200,000 ADSs, representing 93,600,000 ordinary shares, were newly issued. |
Share capital - National Dream
Share capital - National Dream Limited (Details) | Dec. 13, 2019CNY (¥)shares | Nov. 27, 2019USD ($)shares | Nov. 27, 2019CNY (¥)shares | Nov. 26, 2019USD ($)shares | Nov. 26, 2019CNY (¥)shares | Mar. 11, 2019USD ($)shares | Mar. 11, 2019CNY (¥)shares | Apr. 30, 2018USD ($) | Apr. 30, 2018CNY (¥) | Aug. 30, 2019CNY (¥) |
Disclosure of classes of share capital [line items] | ||||||||||
Total consideration | ¥ | ¥ 2,007,034,549 | ¥ 4,750,965,000 | ¥ 192,082,000 | |||||||
Share subscription agreement, September 2019 | ||||||||||
Disclosure of classes of share capital [line items] | ||||||||||
Total consideration | $ 5,284,830 | ¥ 37,175,000 | ||||||||
National Dream Limited | ||||||||||
Disclosure of classes of share capital [line items] | ||||||||||
Ordinary shares subscribed by related party | 1,748,501 | 1,748,501 | ||||||||
Total consideration | $ 13,114,000 | ¥ 88,030,000 | ||||||||
Great Lakes Limited | ||||||||||
Disclosure of classes of share capital [line items] | ||||||||||
Ordinary shares subscribed by related party | 1,267,520 | 1,267,520 | ||||||||
Total consideration | $ 9,506,400 | ¥ 66,877,000 | ||||||||
Blossom View Limited | Share subscription agreement, September 2019 | ||||||||||
Disclosure of classes of share capital [line items] | ||||||||||
Ordinary shares subscribed by related party | 563,714 | 563,714 | ||||||||
Gold Planning Limited | Share subscription agreement, September 2019 | ||||||||||
Disclosure of classes of share capital [line items] | ||||||||||
Ordinary shares subscribed by related party | 140,930 | 140,930 | ||||||||
Ordinary shares | ||||||||||
Disclosure of classes of share capital [line items] | ||||||||||
Total consideration | $ 750,000,000 | ¥ 4,750,965,000 | ||||||||
Number of new shares issued (in shares) | 93,600,000 | |||||||||
ADSs | ||||||||||
Disclosure of classes of share capital [line items] | ||||||||||
Number of new shares issued (in shares) | 31,200,000 |
Other reserves (Details)
Other reserves (Details) - CNY (¥) | 12 Months Ended | |||||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 13, 2019 | Aug. 30, 2019 | Apr. 30, 2018 | |
Disclosure of reserves within equity [line items] | ||||||
Balance at Beginning | ¥ 6,151,453,000 | ¥ 1,200,376,000 | ¥ 862,162,000 | |||
Capital contribution from the then owners | 337,838,000 | |||||
Share?based payments ?Value of employee services (Note 25) | 76,364,000 | 7,751,000 | 376,000 | |||
Other comprehensive income, net of tax | ||||||
- Foreign currency translation differences | 78,775,000 | 396,520,000 | ||||
-Fair value changes on financial assets at fair value through other comprehensive income | 40,000 | |||||
Share premium from issuance of ordinary shares | 192,082,000 | 4,730,375,000 | ||||
Share Premium From Issuance of Ordinary Shares Upon Initial Public Offering | 2,007,028,000 | |||||
Recognition of redemption liability to acquire non?controlling interests (Note 33) | (44,105,000) | (183,569,000) | ||||
Balance at Ending | 8,461,637,000 | 6,151,453,000 | 1,200,376,000 | |||
Share premium | ¥ 2,007,028,000 | ¥ 192,082,000 | ¥ 4,730,375,000 | |||
Recapitalization reserve | ||||||
Disclosure of reserves within equity [line items] | ||||||
Balance at Beginning | 1,200,000,000 | 1,200,000,000 | 862,162,000 | |||
Capital contribution from the then owners | 337,838,000 | |||||
Other comprehensive income, net of tax | ||||||
Balance at Ending | 1,200,000,000 | 1,200,000,000 | 1,200,000,000 | |||
Share premium | ||||||
Disclosure of reserves within equity [line items] | ||||||
Balance at Beginning | 4,730,375,000 | |||||
Other comprehensive income, net of tax | ||||||
Share premium from issuance of ordinary shares | 192,082,000 | 4,730,375,000 | ||||
Share Premium From Issuance of Ordinary Shares Upon Initial Public Offering | 2,007,028,000 | |||||
Balance at Ending | 6,929,485,000 | 4,730,375,000 | ||||
Shares held for share option scheme | ||||||
Disclosure of reserves within equity [line items] | ||||||
Balance at Beginning | 8,127,000 | 376,000 | ||||
Share?based payments ?Value of employee services (Note 25) | 76,364,000 | 7,751,000 | 376,000 | |||
Other comprehensive income, net of tax | ||||||
Balance at Ending | 84,491,000 | 8,127,000 | ¥ 376,000 | |||
Foreign currency translation differences | ||||||
Disclosure of reserves within equity [line items] | ||||||
Balance at Beginning | 396,520,000 | |||||
Other comprehensive income, net of tax | ||||||
- Foreign currency translation differences | 78,775,000 | 396,520,000 | ||||
Balance at Ending | 475,295,000 | 396,520,000 | ||||
Others | ||||||
Disclosure of reserves within equity [line items] | ||||||
Balance at Beginning | (183,569,000) | |||||
Other comprehensive income, net of tax | ||||||
-Fair value changes on financial assets at fair value through other comprehensive income | 40,000 | |||||
Recognition of redemption liability to acquire non?controlling interests (Note 33) | (44,105,000) | (183,569,000) | ||||
Balance at Ending | ¥ (227,634,000) | ¥ (183,569,000) |
Other reserves - Others (Detail
Other reserves - Others (Details) | Dec. 13, 2019CNY (¥) | Nov. 27, 2019USD ($)shares | Nov. 27, 2019CNY (¥)shares | Nov. 26, 2019USD ($)shares | Nov. 26, 2019CNY (¥)shares | Mar. 11, 2019USD ($)shares | Mar. 11, 2019CNY (¥)shares | Apr. 30, 2018CNY (¥) | Aug. 30, 2019CNY (¥) | Dec. 31, 2019CNY (¥) | Dec. 31, 2018CNY (¥) |
Disclosure of reserves within equity [line items] | |||||||||||
Total consideration | ¥ | ¥ 2,007,034,549 | ¥ 4,750,965,000 | ¥ 192,082,000 | ||||||||
Aggregate par value | ¥ | 6,549,000 | 6,000,000 | 257,000 | ¥ 73,000 | ¥ 66,000 | ||||||
Share issuance transaction cost | ¥ | 20,585,000 | ||||||||||
Share premium | ¥ | ¥ 2,007,028,000 | ¥ 4,730,375,000 | ¥ 192,082,000 | ||||||||
Share subscription agreement, September 2019 | |||||||||||
Disclosure of reserves within equity [line items] | |||||||||||
Total consideration | $ 5,284,830 | ¥ 37,175,000 | |||||||||
National Dream Limited | |||||||||||
Disclosure of reserves within equity [line items] | |||||||||||
Total consideration | $ 13,114,000 | ¥ 88,030,000 | |||||||||
Ordinary shares subscribed by related party | shares | 1,748,501 | 1,748,501 | |||||||||
Great Lakes Limited | |||||||||||
Disclosure of reserves within equity [line items] | |||||||||||
Total consideration | $ 9,506,400 | ¥ 66,877,000 | |||||||||
Ordinary shares subscribed by related party | shares | 1,267,520 | 1,267,520 | |||||||||
Blossom View Limited | Share subscription agreement, September 2019 | |||||||||||
Disclosure of reserves within equity [line items] | |||||||||||
Ordinary shares subscribed by related party | shares | 563,714 | 563,714 | |||||||||
Gold Planning Limited | Share subscription agreement, September 2019 | |||||||||||
Disclosure of reserves within equity [line items] | |||||||||||
Ordinary shares subscribed by related party | shares | 140,930 | 140,930 |
Share-based payments (Details)
Share-based payments (Details) ¥ in Thousands, $ in Thousands | Sep. 10, 2019 | Jun. 01, 2019EquityInstruments | Nov. 08, 2018EquityInstruments | Nov. 07, 2017EquityInstrumentsshares | Jan. 01, 2017USD ($)shares | Dec. 31, 2019CNY (¥) | Dec. 31, 2018CNY (¥) |
Disclosure of terms and conditions of share-based payment arrangement | |||||||
Consideration recognized for shares held for share option scheme | ¥ | ¥ 88,280 | ¥ 88,280 | |||||
Period for which the share option plan is effective | 10 years | ||||||
Minimum | |||||||
Disclosure of terms and conditions of share-based payment arrangement | |||||||
Options vesting period | 180 days | ||||||
Share Option Scheme | |||||||
Disclosure of terms and conditions of share-based payment arrangement | |||||||
Shares held for share option scheme | 66,171,600 | ||||||
Consideration recognized for shares held for share option scheme | $ | $ 88,280 | ||||||
Granted | EquityInstruments | 2,431,000 | 8,597,400 | 19,515,600 | ||||
Percentage of options vested | 100.00% | ||||||
Options vesting period | 4 years | ||||||
Share Option Scheme | Minimum | |||||||
Disclosure of terms and conditions of share-based payment arrangement | |||||||
Option exercise period | 12 months | ||||||
Share Option Scheme | Maximum | |||||||
Disclosure of terms and conditions of share-based payment arrangement | |||||||
Option exercise period | 8 years | ||||||
Restricted Share Units Scheme | |||||||
Disclosure of terms and conditions of share-based payment arrangement | |||||||
Shares held for share option scheme | 66,171,600 | ||||||
Percentage of options vested | 100.00% | ||||||
Options vesting period | 4 years | ||||||
Xin Ding Heng | |||||||
Disclosure of terms and conditions of share-based payment arrangement | |||||||
Shares held for share option scheme | 66,171,600 | ||||||
Jin Ning Sheng and Guang Feng Rong | |||||||
Disclosure of terms and conditions of share-based payment arrangement | |||||||
Shares held for share option scheme | 66,171,600 |
Share-based payments - Share-ba
Share-based payments - Share-based compensation expenses (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based compensation expenses recognized | |||
Share-based compensation expense-Value of employee's services (Note 7) | ¥ 62,315 | ¥ 7,751 | ¥ 376 |
Share-based compensation expense - Value of of non-employee's services | 14,049 | ||
Share-based compensation expense - total | 76,364 | 7,751 | 376 |
Cost of revenue | |||
Share-based compensation expenses recognized | |||
Share-based compensation expense - total | 2,294 | ||
Research and development expense | |||
Share-based compensation expenses recognized | |||
Share-based compensation expense - total | 29,206 | ||
Selling and marketing expenses | |||
Share-based compensation expenses recognized | |||
Share-based compensation expense - total | 25,916 | ||
General and administrative expenses | |||
Share-based compensation expenses recognized | |||
Share-based compensation expense - total | ¥ 18,948 | ¥ 7,751 | ¥ 376 |
Share-based payments - Movement
Share-based payments - Movements of share options (Details) | 12 Months Ended | ||
Dec. 31, 2019EquityInstrumentsitem¥ / shares | Dec. 31, 2018EquityInstrumentsitem¥ / shares | Dec. 31, 2017EquityInstruments | |
Disclosure of terms and conditions of share-based payment arrangement | |||
At the beginning of the year | item | 24,541,500 | ||
At the end of the year | item | 24,470,325 | 24,541,500 | |
Disclosure of number and weighted average remaining contractual life of outstanding share options [abstract] | |||
Weighted-average exercise price | ¥ / shares | ¥ 21.13 | ¥ 19.05 | |
Weighted-average remaining contractual life | 6 years 3 months 15 days | 7 years 10 months 10 days | |
Stock options | |||
Disclosure of terms and conditions of share-based payment arrangement | |||
At the beginning of the year | 24,541,500 | 19,515,600 | |
Granted | 2,431,000 | 8,597,400 | 19,515,600 |
Forfeited | (2,502,175) | (3,571,500) | |
At the end of the year | 24,470,325 | 24,541,500 | 19,515,600 |
Share-based payments - Share op
Share-based payments - Share options outstanding (Details) | 12 Months Ended | ||
Dec. 31, 2019item¥ / shares | Dec. 31, 2018item¥ / shares | Dec. 31, 2017¥ / shares | |
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items] | |||
Number of share options | item | 24,470,325 | 24,541,500 | |
RMB 1.33 | |||
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items] | |||
Exercise price | ¥ 1.33 | ¥ 1.33 | ¥ 1.33 |
Fair value of options | ¥ 0.62 | ¥ 0.62 | 0.62 |
Number of share options | item | 2,900,900 | 3,149,100 | |
RMB 2.00 | |||
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items] | |||
Exercise price | ¥ 2 | ¥ 2 | 2 |
Fair value of options | ¥ 0.52 | ¥ 0.52 | ¥ 0.52 |
Number of share options | item | 12,169,225 | 12,980,000 | |
RMB 52.00 | |||
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items] | |||
Exercise price | ¥ 52 | ||
Fair value of options | 23.42 | ||
RMB 52.00, granted In 2018 | |||
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items] | |||
Exercise price | 52 | ||
Fair value of options | ¥ 26 | ||
Number of share options | item | 7,219,200 | 8,412,400 | |
RMB 52.00, granted In 2019 | |||
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items] | |||
Exercise price | ¥ 52 | ||
Fair value of options | ¥ 23.42 | ||
Number of share options | item | 2,181,000 |
Share-based payments - Key assu
Share-based payments - Key assumptions of the share option (Details) - Binomial option pricing model | Jun. 01, 2019 | Nov. 08, 2018 | Nov. 07, 2017 |
Disclosure of terms and conditions of share-based payment arrangement | |||
Discount rate | 17.00% | 17.00% | 24.00% |
Risk-free interest rate | 3.30% | 3.60% | 3.90% |
Volatility | 46.00% | 51.20% | 51.60% |
Dividend yield | 0.00% | 0.00% | 0.00% |
Share-based payments - Restrict
Share-based payments - Restricted Share Units (Details) - Restricted Share Units Scheme | Sep. 10, 2019USD ($)EquityInstruments | Dec. 31, 2019item |
Disclosure of terms and conditions of share-based payment arrangement | ||
Granted | 2,377,000 | 2,377,000 |
Grant date fair value | $ 35.22 | |
Percentage of options vested | 100.00% | |
Options vesting period | 4 years |
Share-based payments - Moveme_2
Share-based payments - Movements of Restricted Share Units (Details) - Restricted Share Units Scheme | Sep. 10, 2019EquityInstruments | Dec. 31, 2019item |
Disclosure of terms and conditions of share-based payment arrangement | ||
Granted | 2,377,000 | 2,377,000 |
Forfeited | (71,000) | |
At the end of the year | 2,306,000 |
Share-based payments - Key as_2
Share-based payments - Key assumptions of the restricted share units (Details) - Restricted Share Units Scheme - Monte carlo method | Sep. 10, 2019 |
Disclosure of terms and conditions of share-based payment arrangement | |
Discount rate | 15.00% |
Risk-free interest rate | 2.90% |
Volatility | 43.90% |
Dividend yield | 0.00% |
Trade and other payables (Detai
Trade and other payables (Details) - CNY (¥) ¥ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Trade and other payables. | |||
Due to related parties | ¥ 153,677 | ¥ 250,687 | |
Due to third parties | 193,318 | 65,809 | |
Trade payables | 346,995 | 316,496 | |
Accrued expenses | 224,010 | 255,852 | |
Redemption liability (Note 33) | 244,793 | 188,080 | |
Lease liabilities (Note 17(a)) | 189,689 | 209,320 | |
Financial guarantee payables (Note a) | 116,509 | 250,338 | ¥ 209,782 |
Amounts payable for purchase of shares held for share option scheme (Note 25) | 88,280 | 88,280 | |
Unpaid business acquisition consideration of View Foundation | 48,000 | ||
Other tax payables | 35,675 | 34,487 | |
Security deposit | 33,683 | 25,588 | |
Amount due to related parties | 24,517 | 19,366 | |
Service fee refundable | 5,412 | 140,028 | |
Investment deposit received from investors | 90,002 | ||
Others | 138,886 | 66,032 | |
Total trade and other payables | 1,496,449 | 1,683,869 | |
Redemption liability (Note 33) | (244,793) | (188,080) | |
Lease liabilities (Note 16) | (87,800) | (126,868) | |
Amounts payable for purchase of shares held for share option scheme (Note 25) | (88,280) | (88,280) | |
Trade and other payables | ¥ 1,075,576 | ¥ 1,280,641 |
Trade and other payables - Fina
Trade and other payables - Financial guarantee payables (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Trade and other payables. | ||
Opening balance | ¥ 250,338 | ¥ 209,782 |
Addition arising from new contracts | 50,889 | |
Charge (credit) to profit or loss, net | 127,312 | 198,640 |
Payouts during the year, net | (261,141) | (208,973) |
Ending balance | ¥ 116,509 | ¥ 250,338 |
Short term borrowings (Details)
Short term borrowings (Details) - CNY (¥) | Dec. 31, 2019 | Dec. 31, 2018 |
Short term borrowings | ||
Short-term borrowings | ¥ 3,218,566,000 | ¥ 3,386,100,000 |
Restricted cash | ¥ 3,367,396,000 | ¥ 3,910,516,000 |
Weighted average | ||
Short term borrowings | ||
Interest rate (in percent) | 4.64% | 4.78% |
Secured | ||
Short term borrowings | ||
Short-term borrowings | ¥ 2,958,342,000 | ¥ 3,386,100,000 |
Secured | Mrs. Li Che | ||
Short term borrowings | ||
Short-term borrowings | 8,000,000 | |
Secured | Mr. Xi Wang | ||
Short term borrowings | ||
Short-term borrowings | 5,000,000 | |
Unsecured | ||
Short term borrowings | ||
Short-term borrowings | 260,224,000 | |
Borrowings secured by restricted cash | ||
Short term borrowings | ||
Short-term borrowings | 2,929,981,000 | 3,373,100,000 |
Restricted cash | 3,263,466,000 | ¥ 3,884,434,000 |
Borrowings secured by restricted cash | Mr. Xi Wang | ||
Short term borrowings | ||
Short-term borrowings | 18,347,000 | |
Borrowings secured by restricted cash | Beijing Haidian | ||
Short term borrowings | ||
Short-term borrowings | ¥ 10,014,000 |
Derivative financial liabilit_2
Derivative financial liability (Details) - CNY (¥) ¥ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Derivative financial liability | ||
Fair value | ¥ 2,682 | ¥ 2,438 |
Currency swaps | ||
Derivative financial liability | ||
Nominal amount | 2,044,027 | 480,424 |
Fair value | ¥ 2,682 | ¥ 2,438 |
Dividends (Details)
Dividends (Details) - CNY (¥) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Dividends | |||
Dividend paid | ¥ 0 | ¥ 0 | ¥ 0 |
Dividend declared | ¥ 0 | ¥ 0 | ¥ 0 |
Deferred income tax - Deferred
Deferred income tax - Deferred tax Assets (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Movements of deferred tax assets | |||
Deferred tax assets, Opening balance | ¥ 355,303 | ¥ 370,040 | ¥ 276 |
Acquisition of subsidiary (Note 33) | 4,625 | 7,857 | |
Recognized in the profit or loss | 63,858 | (22,594) | 369,764 |
Deferred tax assets, Closing balance | 423,786 | 355,303 | 370,040 |
Tax losses | |||
Movements of deferred tax assets | |||
Deferred tax assets, Opening balance | 123,327 | 294,604 | |
Acquisition of subsidiary (Note 33) | 4,625 | 7,857 | |
Recognized in the profit or loss | 52,190 | (179,134) | 294,604 |
Deferred tax assets, Closing balance | 180,142 | 123,327 | 294,604 |
Accelerated amortization of intangible assets | |||
Movements of deferred tax assets | |||
Deferred tax assets, Opening balance | 208,708 | 57,203 | |
Recognized in the profit or loss | 9,348 | 151,505 | 57,203 |
Deferred tax assets, Closing balance | 218,056 | 208,708 | 57,203 |
Contract liabilities | |||
Movements of deferred tax assets | |||
Deferred tax assets, Opening balance | 13,144 | 6,551 | |
Recognized in the profit or loss | (5,526) | 6,593 | 6,551 |
Deferred tax assets, Closing balance | 7,618 | 13,144 | 6,551 |
Others | |||
Movements of deferred tax assets | |||
Deferred tax assets, Opening balance | 10,124 | 11,682 | 276 |
Recognized in the profit or loss | 7,846 | (1,558) | 11,406 |
Deferred tax assets, Closing balance | ¥ 17,970 | ¥ 10,124 | ¥ 11,682 |
Deferred income tax - Deferre_2
Deferred income tax - Deferred tax liabilities (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Deferred Income Tax | ||
Deferred tax liabilities, Opening balance | ¥ 25,111 | |
Acquisition of subsidiary (Note 33) | 24,403 | ¥ 21,335 |
Recognized in the profit or loss | (16,223) | 3,776 |
Deferred tax liabilities, Closing balance | 33,291 | 25,111 |
Financial assets at fair value through profit or loss (FVPL) | ||
Deferred Income Tax | ||
Deferred tax liabilities, Opening balance | 6,631 | |
Recognized in the profit or loss | (6,631) | 6,631 |
Deferred tax liabilities, Closing balance | 6,631 | |
Others | ||
Deferred Income Tax | ||
Deferred tax liabilities, Opening balance | 18,480 | |
Acquisition of subsidiary (Note 33) | 24,403 | 21,335 |
Recognized in the profit or loss | (9,592) | (2,855) |
Deferred tax liabilities, Closing balance | ¥ 33,291 | ¥ 18,480 |
Deferred income tax - Deferre_3
Deferred income tax - Deferred tax offsetting (Details) - CNY (¥) ¥ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Offsetting of deferred tax assets and deferred tax liabilities | ||
Deferred tax assets after offsetting | ¥ 423,786 | ¥ 348,672 |
Deferred tax liabilities after offsetting | ¥ 33,291 | ¥ 18,480 |
Cash flow information - Cash us
Cash flow information - Cash used in operations (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flows from operating activities | |||
Loss before income tax | ¥ (1,762,436) | ¥ (1,163,816) | ¥ (976,633) |
Depreciation and amortization | 459,856 | 354,027 | 287,554 |
Net impairment losses on financial and contract assets | 45,167 | 2,224 | |
Gain on disposal of lease assets and derecognition of lease liabilities (Note 8) | (5,232) | ||
Gain on disposal of property, plant and equipment (Note 8) | (13,267) | ||
Expected credit loss on financial guarantee contract | 127,312 | 286,387 | 11,229 |
Share-based payments expenses (Note 24) | 76,364 | 7,751 | 376 |
Fair value adjustment to derivatives (Note 8) | 244 | 2,438 | |
Net gain on financial assets at fair value through profits or loss (Note 8) | (38,891) | (102,582) | (22,667) |
Share of losses of associate and joint venture (Note 14) | 14,854 | 15,442 | 2,747 |
Gain on dilution of investment in associate (Note 14) | (7,641) | ||
Finance costs | 172,672 | 160,654 | 85,590 |
Interest from loans to related parties (Note 32(b)) | (417) | ||
Interest from restricted cash | (109,592) | (104,234) | |
Interest from exchange fund bills | (45) | ||
Changes in working capital : | |||
Trade receivables | (445,568) | (218,275) | (15,818) |
Contract assets | (29,187) | (109,815) | |
Prepayments and other receivables | (95,163) | 34,507 | (250,889) |
Trade and other payable | (350,268) | 130,598 | 515,585 |
Contract liabilities | (4,184) | 39,600 | 26,206 |
Payroll and welfare payables | 136,824 | 188,829 | 108,035 |
Cash used in operations | ¥ (1,815,725) | ¥ (489,138) | ¥ (228,685) |
Cash flow information - Non cas
Cash flow information - Non cash investing and financing activities (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flow information | |||
Acquisition of right?of?use properties by leasing | ¥ 46,479 | ¥ 225,638 | ¥ 33,039 |
Recognition of redemption liability to acquire non?controlling interests (Note 33) | 44,105 | 188,080 | |
Total | ¥ 90,584 | ¥ 413,718 | ¥ 33,039 |
Cash flow information - Gross d
Cash flow information - Gross debt (Details) - CNY (¥) ¥ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Cash flow information | ||||
Restricted cash | ¥ 3,440,289 | ¥ 3,996,238 | ||
Cash and cash equivalents | 1,077,875 | 565,027 | ¥ 847,767 | ¥ 78,158 |
Financial assets at fair value through profit or loss | 1,690,967 | 2,540,925 | ||
Lease liabilities (Note 26) | (189,689) | (209,320) | ||
?due within one year | (101,889) | (82,452) | ||
?due after one year | (87,800) | (126,868) | ||
Borrowings?repayable within one year | (3,218,566) | (3,386,100) | ||
Gross debt | 2,800,876 | 3,506,770 | ¥ 89,175 | ¥ (297,288) |
Cash and liquid investments | 6,209,131 | 7,102,190 | ||
Gross debt?fixed interest rates | ¥ (3,408,255) | ¥ (3,595,420) |
Cash flow information - Gross_2
Cash flow information - Gross debt reconciliation (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Gross debt reconciliation | |||
Gross debt at the beginning of the year | ¥ 3,506,770 | ¥ 89,175 | ¥ (297,288) |
Cash flows | (720,840) | 3,237,904 | 411,563 |
Acquisition of subsidiaries (Note 33) | 25,608 | ||
Acquisition of right of use assets | (46,479) | (225,638) | (33,039) |
Other Changes | 35,817 | 405,329 | 7,939 |
Gross debt at the end of the year | 2,800,876 | 3,506,770 | 89,175 |
Lease liabilities | |||
Gross debt reconciliation | |||
Gross debt at the beginning of the year | (209,320) | (120,712) | (131,970) |
Cash flows | 76,895 | 83,727 | 50,432 |
Acquisition of right of use assets | (46,479) | (225,638) | (33,039) |
Other Changes | (10,785) | 53,303 | (6,135) |
Gross debt at the end of the year | (189,689) | (209,320) | (120,712) |
Short term borrowings | |||
Gross debt reconciliation | |||
Gross debt at the beginning of the year | (3,386,100) | (1,502,246) | (1,016,320) |
Cash flows | 326,663 | (1,815,337) | (500,000) |
Acquisition of subsidiaries (Note 33) | (9,850) | ||
Other Changes | (149,279) | (68,517) | 14,074 |
Gross debt at the end of the year | (3,218,566) | (3,386,100) | (1,502,246) |
Restricted cash | |||
Gross debt reconciliation | |||
Gross debt at the beginning of the year | 3,996,238 | 1,100 | |
Cash flows | (708,033) | 3,590,548 | 1,100 |
Other Changes | 152,084 | 404,590 | |
Gross debt at the end of the year | 3,440,289 | 3,996,238 | 1,100 |
Cash and cash equivalents | |||
Gross debt reconciliation | |||
Gross debt at the beginning of the year | 565,027 | 847,767 | 78,158 |
Cash flows | 507,942 | (295,312) | 769,609 |
Other Changes | 4,906 | 12,572 | |
Gross debt at the end of the year | 1,077,875 | 565,027 | 847,767 |
Financial assets at fair value through profit or loss | |||
Gross debt reconciliation | |||
Gross debt at the beginning of the year | 2,540,925 | 863,266 | 772,844 |
Cash flows | (924,307) | 1,674,278 | 90,422 |
Acquisition of subsidiaries (Note 33) | 35,458 | ||
Other Changes | 38,891 | 3,381 | |
Gross debt at the end of the year | ¥ 1,690,967 | ¥ 2,540,925 | ¥ 863,266 |
Related party transactions - Si
Related party transactions - Significant Transactions (Details) - CNY (¥) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Disclosure of transactions between related parties | |||
Revenue | ¥ 1,007,155,000 | ¥ 712,630,000 | ¥ 283,321,000 |
Investment income from loan to related party | 417,000 | 193,000 | 1,967,000 |
Ping An Group and its subsidiaries [Member] | |||
Disclosure of transactions between related parties | |||
Revenue | 998,749,000 | 647,086,000 | 108,228,000 |
Revenue from lending services charged directly to borrowers | 10,479,256 | 10,482,246 | 127,504,546 |
Purchase of services | 758,505,000 | 675,793,000 | 358,077,000 |
Net gain on disposal of property, plant and equipment and intangible asset | 13,321,000 | ||
Net gain from wealth management products issued by related parties | 36,732,000 | 102,582,000 | 22,550,000 |
Investment income from loan to related party | 417,000 | 193,000 | |
Interest income on bank deposits | 77,824,000 | 117,172,000 | 1,955,000 |
Leasing payment | 19,623,000 | 41,217,000 | 46,768,000 |
Interest expenses | 82,475,000 | 139,237,000 | 79,454,000 |
Third party lenders of subsidiary of Ping An Group | |||
Disclosure of transactions between related parties | |||
Revenue | 14,495,191 | 129,927,000 | 0 |
Ping An Technology (Shenzhen) Co., Ltd | |||
Disclosure of transactions between related parties | |||
Revenue | 4,240,432 | 9,255,000 | 0 |
Puhui Lixin | |||
Disclosure of transactions between related parties | |||
Revenue | ¥ 8,406,000 | ¥ 65,544,000 | 17,648,000 |
Lufax Group excluding Puhui Lixin | |||
Disclosure of transactions between related parties | |||
Revenue | 157,445,000 | ||
Investment income from loan to related party | ¥ 1,967,000 |
Related party transactions - Ye
Related party transactions - Year end balances (Details) - CNY (¥) | Dec. 31, 2019 | Dec. 31, 2018 |
Disclosure of transactions between related parties | ||
Amounts receivable, related party transactions | ¥ 15,027,000 | |
Trade receivables | ¥ 283,186,000 | 145,468,000 |
Prepayment and other receivables | 51,695,000 | |
Financial assets at fair value through profit or loss (Note 20) | 1,655,509,000 | 2,540,925,000 |
Derivative financial liabilities | 2,682,000 | 2,438,000 |
Ping An Group and its subsidiaries [Member] | ||
Disclosure of transactions between related parties | ||
Amounts receivable, related party transactions | 15,027,000 | |
Trade receivables | 281,223,000 | 142,223,000 |
Contract assets | 71,114,000 | 75,383,000 |
Prepayment and other receivables | 190,447,000 | 40,848,000 |
Financial assets at fair value through profit or loss (Note 20) | 1,655,509,000 | 2,540,925,000 |
Cash and restricted cash | 2,391,879,000 | 4,317,364,000 |
Trade and other payables | 155,337,000 | 308,700,000 |
Contract liabilities | 5,775,000 | |
Short?term borrowings (Note 27) | 1,210,920,000 | 3,072,755,000 |
Derivative financial liabilities | 2,682,000 | 2,438,000 |
Puhui Lixin | ||
Disclosure of transactions between related parties | ||
Trade receivables | ¥ 1,963,000 | ¥ 3,245,000 |
Related party transactions - Ke
Related party transactions - Key management personnel compensations (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Related party transactions | |||
Wages and salaries | ¥ 21,661 | ¥ 23,389 | ¥ 14,502 |
Welfare and other benefits | 2,108 | 2,253 | 1,948 |
Share?based payments | 1,166 | 360 | 37 |
Total | ¥ 24,935 | ¥ 26,002 | ¥ 16,487 |
Business combination - Acquisit
Business combination - Acquisition of BER Technology (Details) - BER Technology ¥ in Thousands | Jun. 30, 2019CNY (¥) |
Disclosure of detailed information about business combination [line items] | |
Equity interests acquired (as a percent) | 80.00% |
Goodwill | ¥ 29,784 |
Goodwill expected to be deductible for tax purposes | ¥ 0 |
Business combination - Net asse
Business combination - Net assets acquired and purchase consideration - BER Technology (Details) - CNY (¥) ¥ in Thousands | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Recognized amounts of identifiable assets acquired and liabilities assumed: | |||
Payroll and welfare payables | ¥ (538,132) | ¥ (394,828) | |
Outflow of cash to acquire subsidiary, net of cash acquired | |||
Net cash outflow for acquisition of subsidiary: | ¥ 270,791 | ¥ 165,020 | |
BER Technology | |||
Disclosure of detailed information about business combination | |||
Total purchase consideration | ¥ 94,562 | ||
Recognized amounts of identifiable assets acquired and liabilities assumed: | |||
Property and equipment | 7,560 | ||
Intangible assets | 51,778 | ||
Deferred tax assets | 4,625 | ||
Prepayments and other receivables | 4,561 | ||
Trade receivables | 9,724 | ||
Contract assets | 40,488 | ||
Cash and cash equivalents | 1,993 | ||
Trade and other payables | (18,287) | ||
Short?term borrowings | (9,850) | ||
Payroll and welfare payables | (4,178) | ||
Deferred tax liability | (7,442) | ||
Total identifiable net assets | 80,972 | ||
Non?controlling interest | (16,194) | ||
Goodwill | 29,784 | ||
Net assets acquired | 94,562 | ||
Total consideration: | |||
Cash paid | 58,728 | ||
Ordinary shares issued (i) | 37,272 | ||
Contingent returnable consideration (ii) | (1,438) | ||
Total purchase consideration | 94,562 | ||
Outflow of cash to acquire subsidiary, net of cash acquired | |||
Cash consideration | 58,728 | ||
Less: Cash and cash equivalent acquired | (1,993) | ||
Net cash outflow for acquisition of subsidiary: | ¥ 56,735 |
Business combination - Addition
Business combination - Additional information - BER Technology (Details) | Jul. 01, 2019 | Jun. 30, 2019CNY (¥)USD ($)$ / shares | Dec. 31, 2019CNY (¥) | Dec. 31, 2019CNY (¥) | Dec. 31, 2018CNY (¥) |
Disclosure of detailed information about business combination | |||||
Financial assets at fair value through profit or loss | ¥ 1,690,967,000 | ¥ 1,690,967,000 | ¥ 2,540,925,000 | ||
Redemption liability | 244,793,000 | 244,793,000 | ¥ 188,080,000 | ||
BER Technology | |||||
Disclosure of detailed information about business combination | |||||
Number of shares issued as part of consideration | $ | 704,644 | ||||
Share price | $ / shares | $ 7.5 | ||||
Percentage of consideration shares to be repurchased | 20.00% | ||||
Threshold period to meet the revenue goal | 3 years | ||||
Financial assets at fair value through profit or loss | $ 1,438,000 | ||||
Remaining equity interest | 20.00% | ||||
Redemption liability | $ 44,105,000 | ||||
Revenue contribution | 41,443,000 | ||||
Net loss contribution | 7,564,000 | ||||
Incremental consolidated pro-forma revenue | 62,826,000 | ||||
Incremental consolidated pro-forma net loss | (21,748,000) | ||||
Contingent returnable consideration | |||||
Disclosure of detailed information about business combination | |||||
Financial assets at fair value through profit or loss | ¥ 1,438,000 | ¥ 1,438,000 |
Business combination - Acquis_2
Business combination - Acquisition of View Foundation (Details) - View Foundation ¥ in Thousands | Aug. 30, 2019CNY (¥) |
Disclosure of detailed information about business combination | |
Proportion of ownership interest in subsidiary | 98.90% |
Total purchase consideration | ¥ 276,700 |
Goodwill | 133,362 |
Goodwill expected to be deductible for tax purposes | ¥ 0 |
Business combination - Net as_2
Business combination - Net assets acquired and purchase consideration - View Foundation (Details) - CNY (¥) ¥ in Thousands | Aug. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Recognized amounts of identifiable assets acquired and liabilities assumed: | |||
Financial assets at fair value through profit or loss | ¥ 1,690,967 | ¥ 2,540,925 | |
Contract liabilities | (117,660) | (65,806) | |
Payroll and welfare payables | (538,132) | (394,828) | |
Outflow of cash to acquire subsidiary, net of cash acquired | |||
Net cash outflow for acquisition of subsidiary: | ¥ 270,791 | ¥ 165,020 | |
View Foundation | |||
Disclosure of detailed information about business combination | |||
Total purchase consideration | ¥ 276,700 | ||
Recognized amounts of identifiable assets acquired and liabilities assumed: | |||
Property and equipment | 10,564 | ||
Intangible assets | 120,189 | ||
Inventories | 895 | ||
Prepayments and other receivables | 43,614 | ||
Trade receivables | 10,421 | ||
Financial assets at fair value through profit or loss | 34,020 | ||
Cash and cash equivalents | 14,644 | ||
Deferred tax liability | (16,961) | ||
Trade and other payables | (14,128) | ||
Contract liabilities | (56,038) | ||
Payroll and welfare payables | (2,302) | ||
Total identifiable net assets | 144,918 | ||
Non?controlling interest | (1,580) | ||
Goodwill | 133,362 | ||
Net assets acquired | 276,700 | ||
Outflow of cash to acquire subsidiary, net of cash acquired | |||
Total Cash consideration | 276,700 | ||
Less: Unpaid Consideration | (48,000) | ||
Less: Cash and cash equivalent acquired | (14,644) | ||
Net cash outflow for acquisition of subsidiary: | ¥ 214,056 |
Business combination - Revenue
Business combination - Revenue and profit contribution - View Foundation (Details) - View Foundation - CNY (¥) | 4 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Dec. 31, 2019 | |
Disclosure of detailed information about business combination | ||
Revenue contribution | ¥ 33,615,000 | |
Net loss contribution | ¥ 8,225,000 | |
Incremental consolidated pro-forma revenue | ¥ 86,692,000 | |
Incremental consolidated pro-forma net loss | ¥ (5,528,000) |
Business combination - Acquis_3
Business combination - Acquisition of Vantage Point Technology (Details) - CNY (¥) | Jul. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
Disclosure of detailed information about business combination | |||
Redemption liability | ¥ 244,793,000 | ¥ 188,080,000 | |
Vantage Point Technology | |||
Disclosure of detailed information about business combination | |||
Proportion of ownership interest in subsidiary | 51.67% | 51.67% | |
Remaining equity interest | 48.33% | ||
Total purchase consideration | ¥ 238,592,000 | ||
Redemption liability | 183,569,000 | ¥ 194,854,000 | ¥ 188,080,000 |
Goodwill | ¥ 126,015,000 |
The Group's maximum exposure _3
The Group's maximum exposure to unconsolidated structured entities (Details) - CNY (¥) ¥ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Disclosure of unconsolidated structured entities [line items] | ||
Carrying amount | ¥ 1,690,967 | ¥ 2,540,925 |
Asset management products | related parties | ||
Disclosure of unconsolidated structured entities [line items] | ||
Carrying amount | 166,235 | |
Maximum possible risk exposure | 166,235 | |
Asset management products | Group | ||
Disclosure of unconsolidated structured entities [line items] | ||
Size | 2,315,000 | 4,420,839 |
Carrying amount | 2,649 | |
Maximum possible risk exposure | 2,649 | |
Wealth management products | related parties | ||
Disclosure of unconsolidated structured entities [line items] | ||
Carrying amount | 1,489,274 | 2,540,925 |
Maximum possible risk exposure | 1,489,274 | ¥ 2,540,925 |
Wealth management products | third party | ||
Disclosure of unconsolidated structured entities [line items] | ||
Carrying amount | 34,020 | |
Maximum possible risk exposure | ¥ 34,020 |
Contingencies (Details)
Contingencies (Details) - CNY (¥) | Dec. 31, 2019 | Dec. 31, 2018 |
Contingencies | ||
Material contingent liabilities | ¥ 0 | ¥ 0 |
Events occurring after the re_2
Events occurring after the reporting period (Details) | Jan. 14, 2020USD ($)shares | Jan. 14, 2020CNY (¥)shares | Dec. 13, 2019CNY (¥)shares | Apr. 30, 2018USD ($) | Apr. 30, 2018CNY (¥) | Aug. 30, 2019CNY (¥) |
Events occurring after the reporting period | ||||||
Proceeds from issuance of ordinary shares | ¥ | ¥ 2,007,034,549 | ¥ 4,750,965,000 | ¥ 192,082,000 | |||
ADSs | ||||||
Events occurring after the reporting period | ||||||
Number of new shares issued (in shares) | 31,200,000 | |||||
ADSs | Subsequent event | ||||||
Events occurring after the reporting period | ||||||
Number of new shares issued (in shares) | 3,520,000 | 3,520,000 | ||||
Ordinary shares | ||||||
Events occurring after the reporting period | ||||||
Number of new shares issued (in shares) | 93,600,000 | |||||
Proceeds from issuance of ordinary shares | $ 750,000,000 | ¥ 4,750,965,000 | ||||
Ordinary shares | Subsequent event | ||||||
Events occurring after the reporting period | ||||||
Number of new shares issued (in shares) | 10,560,000 | 10,560,000 | ||||
Proceeds from issuance of ordinary shares | $ 32,736,000 | ¥ 225,728,000 |
Restricted net assets (Details)
Restricted net assets (Details) | 12 Months Ended |
Dec. 31, 2019CNY (¥) | |
Restricted net assets | |
Minimum percentage of appropriation to the statutory general reserve fund | 10.00% |
Maximum percentage of appropriation to the statutory general reserve fund | 50.00% |
Total restricted net assets | ¥ 1,102,833,000 |
Parent company only condensed_3
Parent company only condensed financial information - Comprehensive Income (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Comprehensive income attributable to [abstract] | |||
Selling and marketing expenses | ¥ (635,673) | ¥ (441,932) | ¥ (208,035) |
General and administrative expenses | (756,681) | (519,795) | (270,275) |
Other income, gains or loss?net | (74,254) | (79,860) | 25,860 |
Operating loss | (1,701,012) | (1,114,367) | (890,303) |
Finance income | 128,261 | 129,435 | 2,128 |
Share of losses of joint venture | (526) | ||
Loss for the year | (1,660,566) | (1,195,712) | (606,956) |
Other comprehensive income, net of tax | |||
- Foreign currency translation differences | 78,775 | 396,520 | |
Changes in the fair value of debt instruments at fair value through other comprehensive income | 40 | ||
Total comprehensive loss | (1,581,751) | (799,192) | (606,956) |
Parent company | |||
Comprehensive income attributable to [abstract] | |||
Selling and marketing expenses | (1,825) | ||
General and administrative expenses | (52,860) | (25,164) | |
Other income, gains or loss?net | 4,784 | 20,747 | |
Operating loss | (49,901) | (4,417) | |
Finance income | 6,427 | 22,730 | |
Share of losses of joint venture | (526) | ||
Share of loss of subsidiaries and VIEs | (1,616,566) | (1,214,025) | (606,956) |
Loss for the year | (1,660,566) | (1,195,712) | (606,956) |
Other comprehensive income, net of tax | |||
- Foreign currency translation differences | 78,775 | 396,520 | |
Changes in the fair value of debt instruments at fair value through other comprehensive income | 40 | ||
Total comprehensive loss | ¥ (1,581,751) | ¥ (799,192) | ¥ (606,956) |
Parent company only condensed_4
Parent company only condensed financial information - Balance Sheets (Details) - CNY (¥) ¥ in Thousands | Dec. 31, 2019 | Dec. 13, 2019 | Aug. 30, 2019 | Dec. 31, 2018 | Apr. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Non?current assets | |||||||
Investment in subsidiaries | ¥ 118,829 | ¥ 29,452 | |||||
Total non-current assets | 2,268,514 | 1,523,987 | |||||
Current assets | |||||||
Amount due from subsidiaries | 15,027 | ||||||
Prepayments and other receivables | 528,277 | 337,214 | |||||
Cash and cash equivalents | 1,077,875 | 565,027 | ¥ 847,767 | ¥ 78,158 | |||
Total current assets | 7,658,807 | 7,858,622 | |||||
Total assets | 9,927,321 | 9,382,609 | |||||
Equity | |||||||
Share capital | 73 | ¥ 6,549 | ¥ 257 | 66 | ¥ 6,000 | ||
Shares held for share option scheme | (88,280) | (88,280) | |||||
Reserves | 8,461,637 | 6,151,453 | 1,200,376 | ¥ 862,162 | |||
Accumulated loss | (4,003,318) | (2,342,752) | |||||
Equity attributable to equity owners of the Company | 4,370,112 | 3,720,487 | |||||
Non?current liabilities | |||||||
Total non-current liabilities | 466,864 | 429,131 | |||||
Current liabilities | |||||||
Unpaid business acquisition consideration of View Foundation | 48,000 | ||||||
Accrued expenses | 1,075,576 | 1,280,641 | |||||
Total current liabilities | 4,939,916 | 5,122,390 | |||||
Total liabilities | 5,406,780 | 5,551,521 | |||||
Total equity and liabilities | 9,927,321 | 9,382,609 | |||||
Parent company | |||||||
Non?current assets | |||||||
Investment in subsidiaries | 3,816,927 | 3,715,759 | |||||
Total non-current assets | 3,816,927 | 3,715,759 | |||||
Current assets | |||||||
Amount due from subsidiaries | 85,694 | 31,297 | |||||
Prepayments and other receivables | 2,540 | 265 | |||||
Cash and cash equivalents | 634,507 | 159,644 | ¥ 431,257 | ||||
Total current assets | 722,741 | 191,206 | |||||
Total assets | 4,539,668 | 3,906,965 | |||||
Equity | |||||||
Share capital | 73 | 66 | |||||
Shares held for share option scheme | (88,280) | (88,280) | |||||
Reserves | 8,461,637 | 6,151,453 | |||||
Accumulated loss | (4,003,318) | (2,342,752) | |||||
Equity attributable to equity owners of the Company | 4,370,112 | 3,720,487 | |||||
Non?current liabilities | |||||||
Amounts payable for purchase of shares held for share option scheme | 88,280 | 88,280 | |||||
Total non-current liabilities | 88,280 | 88,280 | |||||
Current liabilities | |||||||
Investment deposit received from investors | 90,002 | ||||||
Unpaid business acquisition consideration of View Foundation | 48,000 | ||||||
Accrued expenses | 33,276 | 8,196 | |||||
Total current liabilities | 81,276 | 98,198 | |||||
Total liabilities | 169,556 | 186,478 | |||||
Total equity and liabilities | ¥ 4,539,668 | ¥ 3,906,965 |
Parent company only condensed_5
Parent company only condensed financial information - Cash Flows (Details) | Dec. 13, 2019USD ($) | Dec. 13, 2019CNY (¥) | Dec. 31, 2019CNY (¥) | Dec. 31, 2018CNY (¥) | Dec. 31, 2017CNY (¥) |
Cash generated from /(used in) operating activities | |||||
Cash generated from/(used in) operating activities | ¥ (1,815,725,000) | ¥ (489,138,000) | ¥ (228,685,000) | ||
Net cash used in operating activities | (1,817,454,000) | (489,237,000) | (228,685,000) | ||
Cash flows from investing activities | |||||
Payment for investment in subsidiaries, net of cash acquired | (270,791,000) | (165,020,000) | |||
Payment for loan to subsidiaries | (5,000,000) | (15,027,000) | |||
Net cash (used in) / generated from investing activities | 570,839,000 | (5,805,478,000) | (126,841,000) | ||
Cash flows from financing activities | |||||
Proceeds from issuance of ordinary shares | $ 286,838,054 | ¥ 2,007,034,549 | 102,080,000 | 4,409,771,000 | 431,257,000 |
Proceeds from issuance of ordinary shares upon initial public offering | 2,035,177,000 | ||||
Share issue transaction costs | (28,142,000) | (20,585,000) | |||
Net cash generated from financing activities | 1,754,557,000 | 5,999,403,000 | 1,125,135,000 | ||
Net increase /(decrease) in cash and cash equivalents | 507,942,000 | (295,312,000) | 769,609,000 | ||
Cash and cash equivalents, beginning of the year | 565,027,000 | 847,767,000 | 78,158,000 | ||
Effects of exchange rate changes on cash and cash equivalents | 4,906,000 | 12,572,000 | |||
Cash and cash equivalents at the end of year | 1,077,875,000 | 565,027,000 | 847,767,000 | ||
Parent company | |||||
Cash generated from /(used in) operating activities | |||||
Cash generated from/(used in) operating activities | (2,275,000) | 13,672,000 | |||
Net cash used in operating activities | (2,275,000) | 13,672,000 | |||
Cash flows from investing activities | |||||
Payment for investment in subsidiaries, net of cash acquired | (1,580,599,000) | (4,655,746,000) | |||
Payment for loan to subsidiaries | (54,397,000) | (31,297,000) | |||
Net cash (used in) / generated from investing activities | (1,634,996,000) | (4,687,043,000) | |||
Cash flows from financing activities | |||||
Proceeds from issuance of ordinary shares | 102,080,000 | 4,409,771,000 | 431,257,000 | ||
Proceeds from issuance of ordinary shares upon initial public offering | 2,035,177,000 | ||||
Share issue transaction costs | (28,142,000) | (20,585,000) | |||
Net cash generated from financing activities | 2,109,115,000 | 4,389,186,000 | 431,257,000 | ||
Net increase /(decrease) in cash and cash equivalents | 471,844,000 | (284,185,000) | 431,257,000 | ||
Cash and cash equivalents, beginning of the year | 159,644,000 | 431,257,000 | |||
Effects of exchange rate changes on cash and cash equivalents | 3,019,000 | 12,572,000 | |||
Cash and cash equivalents at the end of year | ¥ 634,507,000 | ¥ 159,644,000 | ¥ 431,257,000 |