Plastec Technologies 20F 2016 Annual report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

(Mark One)

REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year endedDecember 31, 2016

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report

Commission file number:

000-53826

PLASTEC TECHNOLOGIES, LTD.

(Exact Name of Registrant as Specified in Its Charter)

N/A

(Translation of Registrant’s Name Into English)

Cayman Islands

(Jurisdiction of Incorporation or Organization)

c/o Unit 01, 21/F, Aitken Vanson Centre, 61 Hoi Yuen Road, Kwun Tong, Kowloon, Hong Kong

(Address of Principal Executive Offices)

Kin Sun Sze-To, Chief Executive Officer, Plastec Technologies, Ltd.

c/o Unit 01, 21/F, Aitken Vanson Centre, 61 Hoi Yuen Road, Kwun Tong, Kowloon, Hong Kong

Tel.: 852-21917155, Fax: 852-27796001

(Name, Telephone, E-mail and/or Facsimile Number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of Each Class		Name of Each Exchange on Which Registered

Securities registered or to be registered pursuant to Section 12(g) of the Act:

Ordinary Share, par value U.S.$0.001 per share

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

(Title of Class)

Indicate the number of outstanding shares of each of the Issuer’s classes of capital or ordinary shares as of the close of the period covered by the annual report:12,938,128 Ordinary Shares, par value U.S.$0.001 per share, as of December 31, 2016

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ¨ No x

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growth company. See definition of “large accelerated filer”, “accelerated filer” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ¨	Accelerated filer ¨	Non-accelerated filerx
		Emerging growth company ¨

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP x	International Financial Reporting Standards as issued	Other ¨
	by the International Accounting Standards Board ¨

If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ¨ Item 18 ¨

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x No ¨

TABLE OF CONTENTS

INTRODUCTION		3
PART I		5
ITEM 1.	IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS.	5
ITEM 2.	OFFER STATISTICS AND EXPECTED TIMETABLE.	5
ITEM 3.	KEY INFORMATION.	5
ITEM 4.	INFORMATION ON THE COMPANY.	12
ITEM 4A.	UNRESOLVED STAFF COMMENTS.	18
ITEM 5.	OPERATING AND FINANCIAL REVIEW AND PROSPECTS.	18
ITEM 6.	DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES.	25
ITEM 7.	MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS.	29
ITEM 8.	FINANCIAL INFORMATION.	31
ITEM 9.	THE OFFER AND LISTING.	32
ITEM 10.	ADDITIONAL INFORMATION.	33
ITEM 11.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.	43
ITEM 12.	DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES.	43
PART II		44
ITEM 13.	DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES.	44
ITEM 14.	MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS.	44
ITEM 15.	CONTROLS AND PROCEDURES.	44
ITEM 16A.	AUDIT COMMITTEE FINANCIAL EXPERT.	45
ITEM 16B.	CODE OF ETHICS.	45
ITEM 16C.	PRINCIPAL ACCOUNTANT FEES AND SERVICES.	45
ITEM 16D.	EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES.	46
ITEM 16E.	PURCHASE OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS.	46
ITEM 16F.	CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT.	47
ITEM 16G.	CORPORATE GOVERNANCE.	47
ITEM 16H.	MINE SAFETY DISCLOSURES.	47
PART III		48
ITEM 17.	FINANCIAL STATEMENTS.	48
ITEM 18.	FINANCIAL STATEMENTS.	49
ITEM 19.	EXHIBITS.	51
SIGNATURES		52
EXHIBIT INDEX		53

INTRODUCTION

Definitions

Unless the context indicates otherwise:

•

“we,” “us,” “our” and “our company” refer to Plastec Technologies, Ltd., a Cayman Islands exempted company, its predecessor entities and direct and indirect subsidiaries;

•

“Plastec” refers to Plastec International Holdings Limited, a British Virgin Islands company, formerly our direct wholly owned subsidiary until October 11, 2016;

•

“BVI” refers to the British Virgin Islands;

•

“China” or the “PRC” refer to the People’s Republic of China;

•

“HK$” or “Hong Kong dollar” refer to the lawful currency of the Hong Kong Special Administrative Region, People’s Republic of China; if not otherwise indicated, all financial information presented in HK$/RMB may be converted to U.S.$ or $ using the exchange rates of 7.8 HK$ and 6.9 RMB, respectively, for every 1 U.S.$ or $;

•

“Renminbi” or “RMB” refer to the lawful currency of China; and

•

“U.S.$” or “$” or “U.S. dollar” refer to the lawful currency of the United States of America.

Forward-Looking Statements

This Annual Report on Form 20-F (this “Form 20-F”) contains forward-looking statements that involve risks and uncertainties. All statements other than statements of historical facts are forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements.

These forward-looking statements include information about our possible or assumed future results of operations or our performance. Words such as “expects,” “intends,” “plans,” “believes,” “anticipates,” “estimates,” and variations of such words and similar expressions are intended to identify the forward-looking statements. Although we believe that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to be correct. These statements involve known and unknown risks and are based upon a number of assumptions and estimates which are inherently subject to significant uncertainties and contingencies, many of which are beyond our control. Actual results may differ materially from those expressed or implied by such forward-looking statements.

We undertake no obligation to publicly update or revise any forward-looking statements contained in this Form 20-F, or the documents to which we refer you in this Form 20-F, to reflect any change in our expectations with respect to such statements or any change in events, conditions or circumstances on which any statement is based.

This report should be read in conjunction with our audited consolidated financial statements and the accompanying notes thereto for the fiscal year ended December 31, 2016, which are included in Item 18 to this Form 20-F.

Completion of Sale of Assets

As disclosed in our various previous filings, we entered into a Share Transfer Agreement (the “Agreement”) with Shanghai Yongli Belting Co., Ltd. (“SYB”) and its wholly-owned subsidiary, Shanghai Yongjing Investment Management Co., Ltd. (“SYIM”). Pursuant to the Agreement, SYIM was to purchase, through a wholly-owned Hong Kong subsidiary, the entirety of our shareholding interests in Plastec for an aggregate purchase price of RMB 1,250,000,000 (or US$181,159,420), in cash (the “Transfer Price”). Of the Transfer Price, RMB 875,000,000 (or US$126,811,594) was payable within 60 days after the China Securities Regulatory Commission approved of the Issuance (as defined in the Agreement) and SYB’s receipt of the funds raised through the Issuance, the latter of which was confirmed by SYB to have happened by July 29, 2016. Accordingly, payment of the initial portion of the Transfer Price was made to us on September 21, 2016.

The remaining RMB 375,000,000 (or US$54,347,826) of the Transfer Price (the “Remaining Amount”) has been deposited into a bank account designated solely for the purpose of the transaction, supervised and administered by SYB and us jointly, and shall be payable to us upon Plastec achieving certain performance targets for the years ended December 31, 2016, 2017 and 2018. See below for further information.

On October 11, 2016, the parties consummated the transactions contemplated by the Agreement after the fulfillment of certain other conditions, as described in the Agreement. As a result, we no longer own Plastec.

Following consummation of the transactions described above, our only operations have generally been, or will be, to (i) complete the construction of our manufacturing plant in Kai Ping, China which is intended to be disposed of to SYB prior to its official operation at a price equivalent to the capital used for its construction, subject to terms and specifics to be agreed upon by the parties concerned in due course, (ii) collect rental income from certain property we own and that is being leased to one of Plastec’s subsidiaries, (iii) collect any payments we may receive upon Plastec achieving the performance targets for the years ended December 31, 2016, 2017 and 2018 as described in the Agreement; and (iv) to explore other investment opportunities.

Changes in Management

Effective October 11, 2016, each of J. David Selvia and Eli D. Scher resigned as a member of our board of directors. Neither of Mr. Selvia’s nor Mr. Scher’s resignation was due to any disagreement with the company or its management on any matter relating to the company’s operations, policies or practices (financial or otherwise).

Also effective October 11, 2016, Chin Hien Tan resigned as Chief Operating Officer. Mr. Tan’s resignation was not due to any disagreement with the company or its management on any matter relating to the company’s operations, policies or practices (financial or otherwise). Mr. Tan’s role was assumed by Kin Sun Sze-To, our Chairman of the Board and Chief Executive Officer.

Confirmation of Plastec’s Achievement of Performance Target for the year ended December 31, 2016

By a letter dated May 10, 2017, SYB confirmed and acknowledged to us that Plastec’s audited net profit (on a consolidated basis, after deducting non-current gains and losses) for the year ended December 31, 2016 was HK$183,958,100, which is in excess of the performance target for the year ended December 31, 2016, set at HK$161,211,000 in the Agreement, by HK$22,747,100 or approximately 14.1%. Accordingly, we shall be paid a further sum of RMB 113,250,000 (or US$16,413,043) of the Remaining Amount in due course and in accordance with the terms of the Agreement.

Impact of Sale of Assets on Our Financial Statements

The disposal of Plastec represents a strategic shift and has a major effect on our results of operations. Accordingly, assets and liabilities, revenues and expenses, and cash flows related to the disposed business lines have been reclassified as discontinued operations in the consolidated financial statements for the years ended December 2016, 2015 and 2014. The consolidated balance sheets as of December 31, 2015, the consolidated statements of operations and comprehensive income and the consolidated statements of cash flows for the years ended December, 2015 and 2014 have been adjusted retrospectively to reflect this strategic shift.

PART I

ITEM 1.

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS.

Not Applicable.

ITEM 2.

OFFER STATISTICS AND EXPECTED TIMETABLE.

Not Applicable.

ITEM 3.

KEY INFORMATION.

A. Selected Financial Data

Our fiscal year end date had been April 30 from the closing of our merger (discussed in Item 4 of this Form 20-F) until September 11, 2012, when we changed our fiscal year end date to December 31. The selected financial information set forth below has been derived from our audited financial statements for the years ended December 31, 2016, 2015, 2014 and 2013 and the 8-month period ended December 31, 2012.

The selected financial information below is only a summary and should be read in conjunction with our audited financial statements and notes thereto contained elsewhere herein. The selected consolidated statements of operations data for the years ended December 31, 2016, 2015 and 2014 and the consolidated balance sheet data as of December 31, 2016 and 2015 have been derived from our audited consolidated financial statements prepared and presented in accordance with U.S. GAAP, which are included in this Form 20-F. The selected consolidated statements of operations data for the years ended December 31, 2013 and 2012 and the consolidated balance sheet data as of December 31, 2014, 2013 and 2012, except for the impact of retrospective adjustments for the deconsolidation of the disposed business lines which has been classified as discontinued operation, have been derived from our financial statements for the relevant periods, which are not included in this Form 20-F. We are not presenting the financial information for the 8-month period ended December 31, 2012 because such information cannot be recasted and provided in accordance with US GAAP without unreasonable effort or expense. The financial results should not be construed as indicative of financial results for subsequent periods. See Item 5 of this Form 20-F and the financial statements and the accompanying notes thereto included under Item 18 of this Form 20-F for further information about our financial results and condition.

	For the year ended
	ended December 31,
	2016			2015			2014			2013			2012
	(HK$’000, except for per share data)
	(Audited)			(Audited)			(Audited)			(Unaudited)			(Unaudited)
Revenues		-			-			-			16,407			332,583
Cost of revenues		-			-			-			(14,060	)		(334,770	)
Gross profit/(loss)		-			-			-			2,347			(2,187	)
Selling, general and administrative expenses		(18,946	)		(27,812	)		(20,022	)		(31,649	)		(16,621	)
Other income		23,874			25,161			23,907			27,919			605
Write-off of property, plant and equipment		-			-			-			(14,920	)		-
Gain/(loss) on disposal of property, plant and equipment		545			-			122			(3,481	)		566
Gain on disposal of subsidiary		-			-			29,125			-			-
Income/(loss) from operations		5,473			(2,651	)		33,132			(19,784	)		(17,637	)
Interest income		1,276			1,028			963			52			62
Interest expense		-			-			-			(163	)		(1,312	)
Income/(loss) before income tax expense		6,749			(1,623	)		34,095			(19,895	)		(18,887	)
Income tax (expense)/benefits		(1,241	)		(294	)		(3,169	)		5,240			137
Net income/(loss) from continuing operations		5,508			(1,917	)		30,926			(14,655	)		(18,750	)
Discontinued operations:
Net income from discontinued operations (including gain of HK$540,921 upon the disposal in the year ended December 31, 2016)		717,721			163,204			157,206			104,509			95,877
Income tax expenses from discontinued operations		(31,187	)		(29,952	)		(20,311	)		(8,974	)		(6,915	)
Net income from discontinued operations attributable to the Company’s shareholders		686,534			133,252			136,895			95,535			88,962
Net income attributable to the Company’s shareholders		692,042			131,335			167,821			80,880			70,212
Net income per share
Weighted average number of ordinary shares
- Continuing operations		12,938,128			12,938,128			12,938,128			13,503,623			14,303,544
- Discontinued operations		12,938,128			12,938,128			12,938,128			13,503,623			14,303,544

Weighted average number of diluted ordinary shares
- Continuing operations		12,938,128			12,938,128			12,938,128			13,503,623			14,303,544
- Discontinued operations		12,938,128			12,938,128			12,938,128			13,503,623			14,303,544

Basic income per share attributable from
- Continuing operations	HK$	0.44		HK$	(0.15	)	HK$	2.39		HK$	(1.09	)	HK$	(1.31	)
- Discontinued operations	HK$	53.06		HK$	10.35		HK$	10.61		HK$	7.09		HK$	6.22

Diluted income per share attributable from
- Continuing operations	HK$	0.44		HK$	(0.15	)	HK$	2.39		HK$	(1.09	)	HK$	(1.31	)
- Discontinued operations	HK$	53.06		HK$	10.35		HK$	10.61		HK$	7.09		HK$	6.22

	December 31,
	2016		2015		2014		2013		2012
	(HK$’000)
	(Audited)		(Audited)		(Audited)		(Audited)		(Audited)
Total assets		793,599		1,302,872		1,271,156		1,154,821		1,179,142
Total liabilities		11,975		362,186		338,166		351,207		400,897
Total shareholders’ equity		781,624		940,686		932,990		803,614		778,245

Unless otherwise noted, all translations from Hong Kong dollars to U.S. dollars in this Form 20-F were made at the noon buying rate in the City of New York for cable transfers of Hong Kong dollars as certified for customs purposes by the Federal Reserve Bank of New York on May 5, 2017, which was HK$7.7805 to U.S.$1.00. We make no representation that any Hong Kong dollars or U.S. dollar amounts could have been, or could be, converted into U.S. dollar or Hong Kong dollars, as the case may be, at any particular rate, at the rates stated below, or at all.

The following table sets forth information concerning exchange rates between the Hong Kong dollar and the U.S. dollar for the periods indicated, in Hong Kong dollars per U.S. dollar. These rates are provided solely for your convenience and are not necessarily the exchange rates that we used in this Form 20-F or will use in the preparation of our periodic reports or any other information to be provided to you.

Period	Period End		Average ⁽¹⁾		Maximum		Minimum
April 2017		7.7779		7.7737		7.7806		7.7687
March 2017		7.7714		7.7658		7.7714		7.7611
February 2017		7.7627		7.7596		7.7627		7.7575
January 2017		7.7579		7.7560		7.7579		7.7540
December 2016		7.7534		7.7586		7.7674		7.7534
November 2016		7.7566		7.7560		7.7581		7.7546
October 2016		7.7549		7.7570		7.7600		7.7536

FY Ended Dec. 31, 2016		7.7534		7.7618		7.8270		7.7505
FY Ended Dec. 31, 2015		7.7507		7.7525		7.7685		7.7495
FY Ended Dec. 31, 2014		7.7531		7.7554		7.7648		7.7497
FY Ended Dec. 31, 2013		7.7539		7.7565		7.7629		7.7526
8 Months Ended Dec. 31, 2012		7.7507		7.7541		7.7699		7.7493
FY Ended April 30, 2012		7.7587		7.7719		7.7942		7.7551

Source: The exchange rate refers to the noon buying rate as set forth in the weekly H.10 statistical release of the Federal Reserve Board.

(1)

Annual averages are calculated from month-end rates. Monthly averages are calculated using the average of the daily rates during the relevant period.

B. Capitalization and Indebtedness

Not applicable.

C. Reasons for the Offer and Use of Proceeds

Not applicable.

D. Risk Factors

An investment in our securities involves a high degree of risk. You should consider carefully all of the risks described below, together with the other information contained in this Form 20-F before making a decision to invest in our securities.

Risks Relating to Our Business

We have limited scope of operation after divestment of our ownership interest in Plastec and, accordingly, you will have no or little basis on which to evaluate our prospect as a going concern.

Following divestment of our ownership interest in Plastec, our only operations have generally been, or will be, to (i) complete the construction of our manufacturing plant in Kai Ping, China which is intended to be disposed of to SYB prior to its official operation at a price equivalent to the capital used for its construction, subject to terms and specifics to be agreed upon by the parties concerned in due course, (ii) collect rental income from certain property we own and that is being leased to one of Plastec’s subsidiaries, (iii) collect any payments we may receive upon Plastec achieving the prospective performance targets for the years ended December 31, 2017 and 2018 as described in the Agreement; and (iv) explore other investment opportunities. As of the date hereof, we have no plans, arrangements or understandings of what long term, if at all, operations in which we might be engaged or business objective by which we might adopt and, accordingly, you will have no or little basis on which to evaluate our prospect as a going concern.

If we are unable to dispose of the 100% shares of our manufacturing plant at Kai Ping, China to SYB upon its completion and on terms as generally intended, we could incur significant financial loss.

Although we intend to dispose of the 100% shares of our manufacturing plant at Kai Ping, China to SYB upon its completion, there is no contractually binding obligation on the part of SYB to purchase the shares of this plant. If, for whatever reasons, we are unable to effect such a disposal to SYB and/or on terms as, or no less favorable than, those generally intended, we could incur significant financial loss; which loss would have been aggravated even further if we were unable to secure replacement buyers and/or lessees for the manufacturing plant, and if at all, on best available terms.

We have limited sources of revenues, the extent to which are contingent upon third parties’ performances and contractual commitments.

Currently, our only sources of revenues are receiving lease payments from one of Plastec’s subsidiaries. We also may receive contingent payments upon Plastec achieving prospective performance targets for the years ended December 31, 2017 and 2018 pursuant to the terms of the Agreement. If SYB fails to cause Plastec’s subsidiary to continue to make lease payments when and as due, or if it determines to cancel the lease as provided for therein, or if Plastec does not achieve the prospective performance targets in the Agreement, we would not have any sources of revenue. As a result, there would be substantial doubt regarding our ability to remain as a going concern from a long-term perspective.

If lessee of the land and premises under which our recurring rental income have been derived from terminates the underlying lease agreements prior to their stated maturities or not to renew them for another term upon their usual expiry for want of relevant land and building title certificates, we could incur significant losses of revenues.

Although our wholly-owned subsidiary, Broadway Manufacturing Company Limited, has the right to use the parcels of land in Shenzhen together with premises built thereon (with an aggregate site area and gross floor area of approximately 47,190 square meters and 97,287 square meters, respectively) which have been leased to a lessee for industrial manufacturing activities in return for recurring rental income, it has not obtained the relevant land and building title certificates due to historical reasons as of the date of this Form 20-F. It is therefore unclear whether Broadway Manufacturing Company Limited has the proper rights to lease the relevant parcels of land and to make the relevant premises built thereon available to the lessee for industrial manufacturing activities. In addition, the parcels of land in question are situated on collectively-owned land. Under the PRC laws and regulations, if the collectively-owned land does not belong to the collectively-owned land for non-agricultural use category, before such piece of land can be leased for industrial use, prior approval must be granted by competent governmental authorities. To date, Broadway Manufacturing Company Limited has not been able to complete the relevant governmental procedures to obtain the relevant land and building title certificates and regularize the leasing of such land and premises to the relevant lessee for manufacturing use as contemplated under the underlying lease agreements. As a result, the relevant lease agreements may not be legally valid and enforceable, as a matter of PRC laws and regulations due to lack of proper government approvals or title certificates. Accordingly, it is possible that the relevant lease agreements could be terminated or invalidated prior to their stated maturities.

If the lessee of the above mentioned land and premises terminates the relevant leases prior to their stated maturities or not to renew them for another term upon their usual expiry for want of proper title certificates, we would incur significant losses of revenues and we might experience significant difficulties in securing replacement lessee for the above mentioned land and premises, or if at all, on best available terms; in which case our business prospects and financial condition could be materially and adversely affected.

We face uncertainties with respect to indirect transfers of equity interests in PRC resident enterprises by their non-PRC holding companies.

Pursuant to the Notice on Strengthening Administration of Enterprise Income Tax for Share Transfers by Non-PRC Resident Enterprises (“SAT Circular 698”), issued by the PRC State Administration of Taxation, or SAT, on December 10, 2009 with retroactive effect from January 1, 2008, except for the purchase and sale of equity through a public securities market where a non-resident enterprise transfers the equity interests of a PRC resident enterprise indirectly via disposing the equity interests of an overseas holding company, or an “Indirect Transfer,” the non-resident enterprise, being the transferor, shall report to the relevant tax authority of the PRC resident enterprise such Indirect Transfer. As a result, gains derived from such Indirect Transfer may be subject to PRC withholding tax at a rate of up to 10%. SAT Circular 698 also provides that, where a non-PRC resident enterprise transfers its equity interests in a PRC resident enterprise to its related parties at a price lower than the fair market value, the relevant tax authority has the power to make a reasonable adjustment to the taxable income of the transaction. On February 03, 2015, the SAT issued the Announcement of the State Administration of Taxation on Several Issues concerning the Enterprise Income Tax Deriving from the Indirect Transfers of Properties among Non-Resident Enterprises, or “Announcement 7.” Announcement 7 repealed relevant provisions in Circular 698 with respect to Indirect Transfer, and stipulates more detailed rules for tax treatment of indirect transfer of equity interest in PRC resident enterprises and other assets situated in China. Announcement 7 has broadened the scope of the Indirect Transfer under Circular 698 to non-resident enterprises’ indirect transfer of (i) the assets of an "establishment or place" situated in the PRC; (ii) real property situated in the PRC; and (iii) equity interest in Chinese resident enterprises. The Announcement 7 has also elaborated how to determine that an Indirect Transfer has “a reasonable commercial purpose” and specified the legal consequences for failing to withhold and pay tax. We may conduct acquisitions involving changes in corporate structures in the future and Circular 698 and Announcement 7 may be interpreted by the relevant tax authorities to be applicable if such future acquisitions are considered by the relevant tax authorities to be devoid of “a reasonable commercial purpose.” As a result, we may be required to expend valuable resources to comply with Circular 698 or other related tax rules, which may have a material adverse effect on our business, results of operations and financial condition in the future.

We are vulnerable to foreign currency exchange risk exposure.

Currently, our revenues are all denominated in Renminbi, which is not a freely convertible currency. The PRC government regulates conversion between Renminbi and foreign currencies. Changes in PRC laws and regulations on foreign exchange may result in uncertainties in our operation, albeit limited, in China. Our foreign currency exchange risk also arises from the fact that our financial statements are expressed in Hong Kong dollars. Our balance sheet uses the relevant prevailing period end exchange rate to convert all foreign currency amounts into Hong Kong dollars and our income statement records various payments and receipts using the relevant prevailing exchange rate on the date of each transaction. The different exchange rates prevailing at different times will give rise to foreign currency exchange exposures. In addition, the current peg of the exchange rate between the Hong Kong dollar and the U.S. dollar may be de-pegged or subject to an increased band of fluctuation. Fluctuations in the Hong Kong dollar exchange rates against other currencies may negatively impact our financial condition.

We intend to explore other currently unidentified investment opportunities and, accordingly, we are unable to currently ascertain the merits or risks of any such investment opportunity.

We intend to explore other currently unidentified investment opportunities to supplement our current minimal operations. Accordingly, there is no current basis for you to evaluate the possible merits or risks of any investment opportunity we may ultimately pursue. Although our management will endeavor to evaluate the risks inherent in any particular investment opportunity, we cannot assure you that we will properly ascertain or assess all of the significant risk factors or not be exposed to potential risks which could have a material and adverse effect on ability to manage our business. Further, as a result of our current minimal operations, limited sources of revenues and the need to maintain adequate control of our costs and expenses, we may not be able to attract, train, motivate and recruit suitably qualified personnel to explore or effect any investment opportunity thereby making it difficult for you to evaluate our long term business, financial performance and prospects. If we do not succeed in launching new business upon any investment opportunity to supplement our current minimal operations, our future results of operations and growth prospects may be materially and adversely affected.

Risks Related to Us and Our Securities

Because we are incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. Federal courts may be limited.

We are a company incorporated under the laws of the Cayman Islands, and substantially all of our assets are located outside the United States. In addition, our directors and officers are nationals or residents of jurisdictions other than the United States and all or a substantial portion of their assets are located outside the United States. As a result, it may be difficult for investors to effect service of process within the United States upon our directors or executive officers, or enforce judgments obtained in the United States courts against our directors or officers.

Our corporate affairs are governed by our second amended and restated memorandum and articles of association, the Companies Law (2016 Revision) of the Cayman Islands (as the same may be supplemented or amended from time to time), or the “Companies Law,” and the common law of the Cayman Islands. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a less developed body of securities laws as compared to the United States, and certain states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law. In addition, Cayman Islands companies may not have standing to initiate a shareholders derivative action in a Federal court of the United States.

There is also uncertainty as to whether the courts of the Cayman Islands would:

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recognize or enforce judgments of United States courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States; or

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entertain original actions brought in each respective jurisdiction against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States.

The uncertainty relates to whether a judgment obtained from the U.S. courts under civil liability provisions of U.S. securities laws will be determined by the courts of the Cayman Islands as penal or punitive in nature. If such a determination is made, the courts of the Cayman Islands will not recognize or enforce the judgment against a Cayman Islands company, such as our company. As the courts of the Cayman Islands have yet to rule on making such a determination in relation to judgments obtained from U.S. courts under civil liability provisions of U.S. securities laws, it is uncertain whether such judgments would be enforceable in the Cayman Islands. The courts of the Cayman Islands would recognize as a valid judgment a final and conclusive judgment in personam obtained in the federal or state courts in the United States under which a sum of money is payable (other than a sum of money payable in respect of multiple damages, taxes or other charges of a like nature or in respect of a fine or other penalty) and would give a judgment based thereon provided that: (a) such courts had proper jurisdiction over the parties subject to such judgment; (b) such courts did not contravene the rules of natural justice of the Cayman Islands; (c) such judgment was not obtained by fraud; (d) the enforcement of the judgment would not be contrary to the public policy of the Cayman Islands; (e) no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands; and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands.

As a result of all of the above, shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as public shareholders of a United States company.

We may be treated as a passive foreign investment company (“PFIC”), which could result in adverse U.S. federal income tax consequences to U.S. investors.

In general, we would be treated as a PFIC for any taxable year in which either (1) at least 75% of our gross income (looking through certain 25% or more-owned corporate subsidiaries) is passive income or (2) at least 50% of the average value of our assets (looking through certain 25% or more-owned corporate subsidiaries) is attributable to assets that produce, or are held for the production of, passive income. Passive income generally includes, without limitation, dividends, interest, rents, royalties, and gains from the disposition of passive assets. If we are determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. holder of our ordinary shares, the U.S. holder may be subject to increased U.S. federal income tax liability and may be subject to additional reporting requirements. As a result of the disposition of all of our shareholdings in Plastec in October 2016 and based on the expected composition (and estimated values) of the assets and the nature of the income of us and our subsidiaries and our current plans of operation, we are expected to be treated as a PFIC in the near future. However, our actual PFIC status for any taxable year will not be determinable until after the end of such taxable year. Accordingly, there can be no assurance with respect to our status as a PFIC for our current taxable year or any subsequent taxable year. We urge U.S. investors to consult their own tax advisors regarding the possible application of the PFIC rules.

A national securities exchange may not list our securities, or if a national securities exchange does grant such listing, it could thereafter delist our securities, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

We may consider applying to have our ordinary shares listed on a national securities exchange if circumstances permit. However, there is no assurance that such an application will be made or that we will be successful in our efforts to have our securities listed. If a national securities exchange does not list our securities or if it grants such listing and thereafter delists our securities, we could face significant material adverse consequences, including:

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A limited availability of market quotations for our securities;

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A reduced liquidity with respect to our securities;

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A determination that our ordinary shares are “penny stocks” which will require brokers trading in our shares to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for our shares;

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A limited amount of news and analyst coverage for us; and

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A decreased ability to issue additional securities or obtain additional financing in the future.

If our ordinary shares become subject to the SEC’s penny stock rules, broker-dealers may experience difficulty in completing customer transactions and trading activity in our securities may be adversely affected.

If at any time we have net tangible assets of $5,000,000 or less and our ordinary shares have a market price per share of less than $5.00, transactions in our ordinary shares may be subject to the “penny stock” rules promulgated under the Securities Exchange Act of 1934. Under these rules, broker-dealers who recommend such securities to persons other than institutional accredited investors must:

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make a special written suitability determination for the purchaser;

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receive the purchaser’s written agreement to the transaction prior to sale;

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provide the purchaser with risk disclosure documents which identify certain risks associated with investing in “penny stocks” and which describe the market for these “penny stocks” as well as a purchaser’s legal remedies; and

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obtain a signed and dated acknowledgment from the purchaser demonstrating that the purchaser has actually received the required risk disclosure document before a transaction in a “penny stock” can be completed.

If our ordinary shares become subject to these rules, broker-dealers may find it difficult to effectuate customer transactions and trading activity in our securities may be adversely affected. As a result, the market price of our securities may be depressed, and you may find it more difficult to sell our securities.

If we fail to maintain an effective system of internal controls, we may be unable to accurately report our financial results or prevent fraud, and investor confidence and the market price of our ordinary shares may be adversely affected.

Our reporting obligations as a public company will place a significant strain on our management, operational and financial resources and systems for the foreseeable future. We are a relatively young company with limited accounting personnel and other resources with which to address our internal controls and procedures. In addition, we must implement financial and disclosure control procedures and corporate governance practices that enable us to comply, on a stand-alone basis, with the Sarbanes-Oxley Act of 2002 and related Securities and Exchange Commission, or the SEC, rules. For example, we will need to further develop accounting and financial capabilities, including the establishment of an internal audit function and development of documentation related to internal control policies and procedures. Failure to quickly establish the necessary controls and procedures would make it difficult to comply with SEC rules and regulations with respect to internal control and financial reporting. We will need to take further actions to continue to improve our internal controls. If we are unable to implement solutions to any weaknesses in our existing internal controls and procedures, or if we fail to maintain an effective system of internal controls in the future, we may be unable to accurately report our financial results or prevent fraud and investor confidence and the market price of our ordinary shares may be adversely impacted.

Section 404 of the Sarbanes-Oxley Act of 2002 requires us to perform an evaluation of our internal controls over financial reporting and file annual management assessments of their effectiveness with the SEC. The management assessment to be filed is required to include a certification of our internal controls by our chief executive officer and chief financial officer. In addition to satisfying requirements of Section 404, we may also make improvements to our management information system to computerize certain manual controls, establish a comprehensive procedures manual for US GAAP financial reporting, and increase the headcount in the accounting and internal audit functions with professional qualifications and experience in accounting, financial reporting and auditing under US GAAP.

If we become an “accelerated filer” or a “large accelerated filer” as those terms are defined under Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), our auditors will be required to attest to our evaluation of internal controls over financial reporting. Unless we successfully design and implement changes to our internal controls and management systems, or if we fail to maintain the adequacy of these controls as such standards are modified or amended from time to time, we may not be able to comply with Section 404 of the Sarbanes-Oxley Act of 2002. As a result, our auditors may be unable to attest to the effectiveness of our internal controls over financial reporting. This could subject us to regulatory scrutiny and result in a loss of public confidence in our management, which could, among other things, adversely affect the price of our ordinary shares and our ability to raise additional capital.

Our executive officers have limited experience managing a public company subject to United States securities laws and preparing financial statements in U.S. GAAP.

Our chief executive officer and chief financial officer, who are primarily responsible for the disclosure contained in our annual reports and financial statements filed with the SEC, have limited experience as officers of a public company subject to United States securities laws since we are the first United States public company they have managed. As a result, our executive officers chiefly in charge of our disclosure have limited experience with United States securities laws and U.S. GAAP. Accordingly, they may not have sufficient knowledge to properly interpret the extensive SEC financial reporting and disclosure rules or all relevant U.S. GAAP accounting standards and guidance, and may have to rely on third party advisers for compliance. If we are unable to engage knowledgeable third party advisers or our executive officers improperly interpret SEC financial reporting and disclosure rules and U.S. GAAP accounting standards and guidance, investor confidence and the market price of our securities may be adversely impacted.

One of our directors and officers controls a significant amount of our ordinary shares and his interests may not align with the interests of our other shareholders.

Kin Sun Sze-To, our Chairman of the Board of Directors, currently has beneficial ownership of approximately 78.3% of our issued and outstanding ordinary shares. This significant concentration of share ownership may adversely affect or reduce the trading price of our ordinary shares because investors often perceive a disadvantage in owning shares in a company with one or several controlling shareholders. Furthermore, our directors and officers, as a group, have the ability to significantly influence or control the outcome of all matters requiring shareholders’ approvals, including electing directors and approving mergers or other business combination transactions. These actions may be taken even if they are opposed by our other shareholders. This concentration of ownership and voting power may also discourage, delay or prevent a change in control of our company, which could deprive our shareholders of an opportunity to receive a premium for their shares as part of a sale of our company.

Our executive officers have become affiliated with SYB following divestment of our shareholdings in Plastec and have thereafter allocated their time in pursuit of businesses of Plastec thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to remain as a going concern.

Our executive officers are not required to commit their full time to our affairs, which could create a conflict of interest when allocating their time between our operations (albeit limited currently) and their commitments vis-à-vis Plastec as part and parcel of our divestment of our shareholdings in Plastec to SYB. None of our executive officers are obligated to devote any specific number of hours to our affairs. If their other business affairs vis-à-vis Plastec require them to devote more substantial amounts of time to such affairs, it could limit their ability to devote time to our affairs and could have a negative impact on our ability to remain as a going concern from a long-term persective. Additionally, our executive officers may become aware of business opportunities which may be appropriate for presentation to us and SYB/Plastec to which they owe fiduciary duties. Accordingly, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented. As a result, a potential business opportunity may preferentially be presented to SYB/Plastec ahead, or instead, of to us and we may not be afforded a realistic chance of exloring any business opportunity.

Our ability to consummate any investment opportunity will be dependent on the efforts of our key personnel.

Our ability to successfully effect any investment opportunity will be dependent upon the efforts of our key personnel. As indicated above, our executive officers are not required to commit their full time efforts to our affairs. Accordingly, there is no assurance that they will spend sufficient time to our locating any potential investment opportunity. Further, the unexpected loss of our executives could have a detrimental effect on us and our ability to realize any potential investment opportunity.

Because of our limited resources, other companies may have a competitive advantage in locating and consummating investment opportunities.

We expect to encounter competition from entities having a business objective similar to ours, including venture capital funds, leveraged buyout funds and operating businesses competing for investment opportunities. Many of these entities are well established and have extensive experience in identifying and effecting investment opportunities directly or through affiliates. Many of these competitors possess greater technical, human and other resources than we do and our financial resources will be relatively limited when contrasted with those of many of these competitors. The foregoing may place us at a competitive disadvantage in successfully locating and consummating any investment opportunity.

The market price for our shares may be volatile.

The market price for our shares is likely to be highly volatile and subject to wide fluctuations in response to factors including the following:

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actual or anticipated fluctuations in our quarterly operating results and changes or revisions of our expected results;

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changes in financial estimates by securities research analysts;

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fluctuations of exchange rates between the RMB, the Hong Kong dollar and the U.S. dollar.

Volatility in the price of our shares may result in shareholder litigation that could in turn result in substantial costs and a diversion of our management’s attention and resources.

The financial markets in the United States and other countries have experienced significant price and volume fluctuations, and market prices have been and continue to be extremely volatile. Volatility in the price of our shares may be caused by factors outside of our control and may be unrelated or disproportionate to our results of operations. In the past, following periods of volatility in the market price of a public company’s securities, shareholders have frequently instituted securities class action litigation against such company. Litigation of this kind could result in substantial costs and a diversion of our management’s attention and resources.

If we do not pay dividends on our shares, shareholders may be forced to benefit from an investment in our shares only if those shares appreciate in value.

The payment of dividends in the future will be entirely within the sole discretion of our board of directors. Whether future dividends will be declared will largely be contingent upon Plastec’s ability to achieve the prospective performance targets for the years ended December 31, 2017 and 2018 pursuant to the terms of the Agreement, of which there can be no assurance, and our cash flow needs for future development; all of which may be adversely affected by one or more of the factors described here. Accordingly, we may not declare or pay additional dividends in the future. Even if the board of directors decides to pay dividends, the form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that the board may deem relevant. If we determine not to pay any dividends in future, realization of a gain on shareholders’ investments will depend on the appreciation of the price of our shares, and there is no guarantee that our shares will appreciate in value.

We may need additional capital, and the sale of additional shares or equity or debt securities could result in additional dilution to our shareholders.

We believe that our current cash and cash equivalents and anticipated cash flow from operations will be sufficient to meet our anticipated cash needs at least for the next twelve month. We may, however, require additional cash resources due to changed business conditions or other future developments, including any investments or acquisitions we may decide to pursue. If these resources are insufficient to satisfy our cash requirements, we may seek to sell additional equity or debt securities or obtain one or more additional credit facilities. The sale of additional equity securities could result in additional dilution to our shareholders. The incurrence of indebtedness would result in increased debt service obligations and could result in operating and financing covenants that would restrict our operations. It is uncertain whether financing will be available in amounts or on terms acceptable to us, if at all.

ITEM 4.

INFORMATION ON THE COMPANY.

A. Development of Our Company

Office Location

Our principal executive offices are located at c/o Unit 01, 21/F, Aitken Vanson Centre, 61 Hoi Yuen Road, Kwun Tong, Kowloon, Hong Kong and our telephone number at that location is 852-21917155. Our registered office is PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands and our registered agent is Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. Our agent for service of process in the United States is Graubard Miller, our U.S. counsel, located at 405 Lexington Avenue, New York, New York 10174. We maintain a website at http://www.plastec.com.hk that contains information about our company, but that information is not part of this Form 20-F.

Principal Legal Advisers

Our principal legal adviser in the United States is Graubard Miller, located at 405 Lexington Avenue, New York, New York 10174. Our principal legal adviser in the Cayman Islands is Maples and Calder, located at PO Box 309, Ugland House, South Church Street, George Town, Grand Cayman KY1-1104, Cayman Islands. Our principal legal adviser in the People’s Republic of China is Jingtian & Gongcheng, located at 34/F, Tower 3, China Central Place, 77 Jianguo Road, Chaoyang District, Beijing 100025 People’s Republic of China.

History and Development

We are a Cayman Islands company incorporated under the Companies Law. We were formed on March 27, 2008 as an exempted company with limited liability. We were originally incorporated under the name “GSME Acquisition Partners I” for the purpose of acquiring, through a merger, share exchange, asset acquisition, plan of arrangement, recapitalization, reorganization or similar business combination, an operating business, or control of such operating business through contractual arrangements, that had its principal operations located in the PRC.

On November 25, 2009, we closed our initial public offering, or “IPO,” of 3,600,000 units with each unit consisting of one ordinary share and one warrant, or “public warrants,” each to purchase one ordinary share at an exercise price of $11.50 per share. The units were sold at an offering price of $10.00 per unit, generating gross proceeds of $36,000,000. We also issued to the underwriters in the IPO an aggregate of 360,000 unit purchase options, each to purchase a unit identical to the units sold in the IPO, at an exercise price of $15.00 per unit, of which 70,375 unit purchase options were subsequently repurchased by us in April 2012. Simultaneously with the consummation of the IPO, we consummated the private sale of 3,600,000 warrants, or “insider warrants,” at a price of $0.50 per warrant, generating total proceeds of $1,800,000. In connection with the IPO, our initial shareholders placed a total of 1,200,000 ordinary shares, or “initial shares”, in escrow pursuant to an escrow agreement with Continental Stock Transfer & Trust Company, as escrow agent.

From the consummation of our IPO until August 6, 2010, we were searching for a suitable target business to acquire. On August 6, 2010, we entered into an agreement and plan of reorganization, or “Merger Agreement,” with Plastec, each of the former Plastec shareholders and our merger subsidiary, which provided, among other things, that our wholly owned subsidiary would merge with and into Plastec, with Plastec surviving as a wholly owned subsidiary of ours then. The Merger Agreement was subsequently amended in September 2010 and December 2010 but continued to provide for our wholly owned subsidiary to merge with and into Plastec, with Plastec surviving as a wholly owned subsidiary of ours then. On December 10, 2010, we held an extraordinary general meeting of our shareholders, at which our shareholders approved the merger and other related proposals. On December 16, 2010, we closed the merger. At the closing, we issued to the former shareholders of Plastec an aggregate of 7,054,583 ordinary shares and agreed to issue the former Plastec shareholders an aggregate of 9,723,988 earnout shares additionally upon the achievement by Plastec of certain net income targets. Also at the closing, 2,615,732 of the public shares sold in our IPO were converted into cash and cancelled based on the election of the holders to exercise their conversion rights. In connection with the merger, our business then became the business of Plastec and we changed our name to “Plastec Technologies, Ltd.” On April 30, 2011, we further amended the Merger Agreement to remove certain earnout provisions contained within it and to issue an aggregate of 7,486,845 ordinary shares to the former Plastec shareholders. We subsequently repurchased from one of the former Plastec shareholders an aggregate of 1,570,000 shares.

In connection with the merger with Plastec, we amended the terms of the escrow agreement with the initial shareholders to include in escrow an aggregate of 2,418,878 of the insider warrants and to provide additional restrictions on the release from escrow of all of the securities, including the requirement to raise certain financing by December 16, 2011. On December 16, 2011, the escrow agreement was again amended and the date on which the required financing was needed by was extended to March 16, 2012. No funds were ultimately raised and as a result, a total of 806,293 initial shares and the entire 2,418,878 insider warrants held in escrow were automatically repurchased by us at an aggregate consideration of $0.01 and cancelled.

We announced the establishment of a repurchase program in December 2011, under which and as the program was subsequently extended and expanded, we were allowed to repurchase up to $5 million of our ordinary shares and public warrants in both open market and privately negotiated transactions at the discretion of our management and as market conditions allowed, or “2011 Repurchase Program.” At the completion of the 2011 Repurchase Program on September 25, 2013, we had repurchased 832,765 ordinary shares and 85,000 public warrants thereunder.

On September 25, 2013, we also announced a new repurchase program, under which and as the program was subsequently extended and expanded, we are allowed to repurchase up to $5 million of our units, ordinary shares and public warrants in both open market and privately negotiated transactions at the discretion of our management and as market conditions allowed, or “2013 Repurchase Program.” The 2013 Repurchase Program is currently valid through September 25, 2017 and so far we have repurchased 586,010 ordinary shares and 547,600 public warrants thereunder.

On November 18, 2014, all issued and outstanding public warrants, insider warrants and unit purchase options expired and were cancelled accordingly.

On November 14, 2015, we entered into the Agreement with SYB and its wholly-owned subsidiary, SYIM. Pursuant to the Agreement, SYIM was to purchase, through a wholly-owned Hong Kong subsidiary, the entirety of our shareholding interests in Plastec for an aggregate purchase price of RMB 1,250,000,000 (or US$181,159,420), in cash (the “Transfer Price”). Of the Transfer Price, RMB 875,000,000 (or US$126,811,594) was payable within 60 days after the China Securities Regulatory Commission approved of the Issuance (as defined in the Agreement) and SYB’s receipt of the funds raised through the Issuance, the latter of which was confirmed by SYB to have happened by July 29, 2016. Accordingly, payment of the initial portion of the Transfer Price was made to us on September 21, 2016.

Year ending December 31,	Net Profit Target	Payment Amount
2016	HK$161,211,000	RMB 113,250,000 (US$16,413,043)
2017	HK$177,088,000	RMB 124,380,000 (US$18,026,086)
2018	HK$195,408,000	RMB 137,370,000 (US$19,908,695)

If the Performance Commitment for a given year is met, the corresponding Remaining Amount payable for such year shall be paid in full. If the actual net profit of Plastec in any relevant year is less than the Performance Commitment of such year but more than or equal to 80% thereof, then the corresponding Remaining Amount payable for such year shall be adjusted proportionately at that same rate. If the actual net profit of Plastec in any relevant year is less than 80% of the Performance Commitment of such year, then the corresponding Remaining Amount payable for such year, or any part thereof, will be temporarily withheld and the payment of which shall be dealt with the following year by reference to the percentage of the cumulative actual net profits of Plastec for the combined relevant years relative to the total Performance Commitment for such years (such rate, as averaged out, being referred to as “Average Cumulative Rate”) and restricted to circumstances set forth in the table below; provided that the corresponding Remaining Amount payable in any relevant year, or as averaged out, shall not exceed 100% of the percentages or the amounts specified in the Agreement.

Proportion of Actual Net Profit to Performance Commitment	Year of 2016	Year of 2017	Year of 2018

Less than 80%	Temporarily withheld	Temporarily withheld	No Payment

More than or equal to 80% but less than 100%	Pay at that same rate	Pay at actual rate for 2017 or at the Average Cumulative Rate*	Pay at actual rate for 2018 or at the Average Cumulative Rate**

More than or equal to 100%	Pay in full	Pay in full or at the Average Cumulative Rate*	Pay in full or at the Average Cumulative Rate**

* Payment at the Average Cumulative Rate would only occur when the actual performance of 2016 is less than 80% of the Performance Commitment for such year, in which case, the corresponding Remaining Amount payable for that year would be temporarily withheld. For instance, if the Average Cumulative Rate for 2016 and 2017 is less than 80%, while the 2017 actual net profit to Performance Commitment rate is more than or equal to 80% (hence the 2017 corresponding Remaining Amount shall be paid at that 2017 rate), the 2016 withheld Remaining Amount or any part thereof shall not be paid and shall be extinguished. If the Average Cumulative Rate for 2016 and 2017 is more than or equal to 80%, the 2016 and 2017 corresponding Remaining Amount shall be paid at the Average Cumulative Rate.

** Payments at the Average Cumulative Rate only occur in the following two scenarios: (1) when the Average Cumulative Rate for both 2016 and 2017 is less than 80% (in which case, the corresponding Remaining Amount payable for those years will be temporarily withheld) and if upon consolidating 2018 performance, the Average Cumulative Rate is still less than 80% but the 2018 actual net profit to Performance Commitment rate is more than or equal to 80% (hence the 2018 corresponding Remaining Amount shall be paid at that 2018 rate), the 2016 and 2017 withheld Remaining Amount or any part thereof shall not be paid and shall be extinguished. If the Average Cumulative Rate for all three years is more than or equal to 80%, then 2016 through 2018 corresponding Remaining Amount shall be paid at the Average Cumulative Rate; (2) if the 2016 actual net profit to Performance Commitment rate is more than or equal to 80% (and the corresponding Remaining Amount for 2016 has been paid at that 2016 rate), but that the 2017 actual net profit to Performance Commitment rate is less than 80% and if upon consolidating the 2017 and 2018 performance, the Average Cumulative Rate is still less than 80%, but the 2018 actual net profit to Performance Commitment rate is more than or equal to 80% (hence the 2018 corresponding Remaining Amount shall be paid at that 2018 rate), the 2017 withheld Remaining Amount or any part thereof shall not be paid and shall be extinguished. If the Average Cumulative Rate for 2017 and 2018 is more than or equal to 80%, the 2017 and 2018 corresponding Remaining Amount shall be paid at the Average Cumulative Rate.

Under the Agreement, we were obliged to use our best efforts to cause certain of our executives to continue their offices with certain of Plastec’s subsidiaries and to enter into services agreements with those subsidiaries for a term expiring no earlier than December 31, 2018. The parties also agreed that if Plastec’s cumulative actual net profits for the three years ended December 31, 2018 exceeds the cumulative Performance Commitment for such period, 30% of the surplus shall be distributed to Plastec’s management team, including those members designated by us, in cash as a bonus.

B. Business Overview

Following consummation of the transactions described above, our only operations have generally been, or will be, to (i) complete the construction of our manufacturing plant in Kai Ping, China which is intended to be disposed of to SYB prior to its official operation at a price equivalent to the capital used for its construction, subject to terms and specifics to be agreed upon by the parties concerned in due course, (ii) collect rental income from certain property we own and that is being leased to one of Plastec’s subsidiaries, (iii) collect any payments we may receive upon Plastec achieving the performance targets for the years ended December 31, 2016 (which Plastec already did), 2017 and 2018 as described in the Agreement; and (iv) to explore other investment opportunities.

To date, we have not identified any investment opportunities, the pursuit of which we believe would be advantageous to us to supplement our current minimal operations. As a result, we cannot assure you that we will be able to locate any such investment opportunity in the future and accordingly there is no current basis for you to evaluate the possible merits or risks of any investment opportunity we may ultimately pursue.

Although our management will endeavor to evaluate the risks inherent in any particular investment opportunity, we cannot assure you that we will properly ascertain or assess all of the significant risk factors or not be exposed to potential risks which could have a material and adverse effect on ability to manage our business. Further, as a result of our current minimal operations, limited sources of revenues and the need to maintain adequate control of our costs and expenses, we may not be able to attract, train, motivate and recruit suitably qualified personnel to explore or effect any investment opportunity thereby making it difficult for you to evaluate our long term business, financial performance and prospects. If we do not succeed in launching any new business upon an investment opportunity to supplement our current minimal operations, our future results of operations and growth prospects may be materially and adversely affected arising from a lack of business diversification.

Our ability to successfully effect any investment opportunity will also be dependent upon the efforts of our key personnel. However, our executive officers are not required to, and it is unlikely that they will, commit and devote their full time efforts to our affairs. Accordingly, there is no assurance that they will spend sufficient time to our locating any potential investment opportunity. Further, the unexpected loss of our executives could have a detrimental effect on us and our ability to realize any potential investment opportunity.

Further, we expect to encounter competition from entities having a business objective similar to ours, including venture capital funds, leveraged buyout funds and operating businesses competing for investment opportunities. Many of these entities are well established and have extensive experience in identifying and effecting investment opportunities directly or through affiliates. Many of these competitors possess greater technical, human and other resources than we do and our financial resources will be relatively limited when contrasted with those of many of these competitors. The foregoing may place us at a competitive disadvantage in successfully locating and consummating any investment opportunity.

Our current minimal operations, as of the date of this Form 20-F, are subject to the following laws and regulations.

Wholly-Foreign Owned Enterprise. Our PRC subsidiary, namely, Kai Ping Broadway Mold Tech Co., Limited, is a wholly foreign-owned enterprise, which is subject to foreign investment laws of the PRC. Wholly foreign-owned enterprises are governed by the Law of the People’s Republic of China on Foreign-Capital Enterprises and its amendment, which were promulgated on April 12, 1986 and October 31, 2000 respectively, and its Implementation Regulations promulgated on December 12, 1990 and lately amended on February 19, 2014 (together the “Foreign Enterprises Law”), which regulate all the matters as to establishment procedures, approval procedures, registered capital requirements, foreign exchange restrictions, accounting practices, taxation, employment and all other relevant matters.

On October 8, 2016, the Interim Measures for Record-filing Administration of the Establishment and Change of Foreign-invested Enterprises (《外商投資企業設立及變更備案管理暫行辦法》, the “Interim Measures”) was promulgated by the Ministry of Commerce, pursuant to which, the establishment of foreign-invested enterprises which the special market entry management measures prescribed do not apply to and their changes shall be subject to record-filing instead of examination and approval. Within the record-filing scope stipulated in the Interim Measures, a foreign-invested enterprise shall fill in online and submit an application of record-filing for its establishment or change and the relevant documents for completing the record-filing procedures.

Further, any investments conducted by foreign investors and foreign enterprises in the PRC shall be subject to the Guidance Catalogue of Industries for the Foreign Investment (the “Guidance Catalogue”), the latest version of which was promulgated by the MOC and the National Development and Reform Commission on March 10, 2015 and came into effect on April 10, 2015. The Guidance Catalogue set out categories of foreign investment industries, namely, the Encouraged Foreign Investment Industries, the Restricted Foreign Investment Industries and the Prohibited Foreign Investment Industries. Any industry not listed in the Guidance Catalogue is classified as the Permitted Foreign Investment Industries. Under the Guidance Catalogue, our business does not fall under the prohibited or the restricted categories for foreign investments. Pursuant to Announcement No. 22, 2016 issued by the National Development and Reform Commission and the Ministry of Commerce (《國家發展和改革委員會 / 商務部2016年第22號公告》, the “Announcement No. 22”) on 8 October 2016, the special market entry management measures shall be implemented with reference to the relevant regulations in relation to the restricted foreign-invested industries, prohibited foreign-invested industries and encouraged foreign-invested industries with requirements as to shareholding and senior management stipulated in the Guidance Catalogue.

Labor and Social Security. Pursuant to the Labor Law of the PRC, which was promulgated on July 5, 1994 and became effective on January 1, 1995, and the Labor Contract Law of the PRC, which became effective on January 1, 2008 and was amended on December 28, 2012, labor contracts shall be concluded in writing if labor relationships are to be or have been established between enterprises or entities on one hand and the laborers on the other hand. Further, under the Regulations on Paid Annual Leave for Employees, which became effective on January 1, 2008, employees who have served more than one year with an employer are entitled to a paid vacation ranging from five to fifteen days, depending on their length of service. Employees who waive such vacation entitlement at the request of the employer shall be compensated at three times their normal salaries for each waived vacation day.

As required under the Regulation of Insurance for Labor Injury, implemented on January 1, 2004, the Provisional Measures for Maternity Insurance of Employees of Corporations, implemented on January 1, 1995, the Decisions on the Establishment of a Unified Programme for Old-Aged Pension Insurance of the State Council, issued on July 16, 1997, the Decisions on the Establishment of the Medical Insurance Programme for Urban Workers of the State Council, promulgated on December 14, 1998, the Unemployment Insurance Measures, promulgated on January 22, 1999, and the Social Insurance Law of the PRC, implemented on July 1, 2011, enterprises are obliged to provide their employees in the PRC with welfare schemes covering pension insurance, unemployment insurance, maternity insurance, labor injury insurance and medical insurance. Enterprises must apply for social insurance registration with local social insurance agencies and pay premiums for their employees. If an enterprise fails to pay the required premiums on time or in full amount, the authorities in charge will demand the enterprise to settle the overdue amount within a stipulated time period and impose a 0.05% overdue fine. If the overdue amount is still not settled within the stipulated time period, an additional fine with an amount of three to five times of the overdue amount will be imposed.

According to the Regulation on Management of Housing Provident Fund, which was promulgated by the State Council on April 3, 1999, became effective on the same day and was amended on March 24, 2002, enterprises must register with the competent managing center for housing funds and, upon the examination by such managing center of housing fund, complete procedures for opening an account at the relevant bank for the deposit of employees’ housing funds. Employers are required to contribute, on behalf of their employees, to housing accumulation funds. The payment is required to be made to local administrative authorities. Any employer who fails to contribute may be fined and ordered to make good the deficit within a stipulated time limit.

Fire Control.

According to the Fire Control Law of the PRC promulgated on September 1, 1998 and amended on October 28, 2008, we are required to submit the design and drawings of a construction project, one is under construction at Kai Ping, to the relevant fire control bureau for approval before commencement of the construction. Also upon completion of a construction project, fire prevention mechanisms of the construction project should be evaluated and approved by the relevant fire control bureau before commencement of operation.

Properties

As of the date of this Form 20-F, our subsidiary, namely Broadway Manufacturing Company Limited, has the right to use the parcels of land (of total site area 47,190 square meters) located in Furong Industrial District, Furongmei Area, Shajing Street, Xinqiao Village, Bao’an District, Shenzhen City, Guangdong Province of the PRC which together with industrial building and premises for dormitory purpose built thereon (of total gross floor area 97,287 square meters) are being leased to one of Plastec’s subsidiaries on terms as follows (referred to also as “Tenancy Agreements”):

Lessee

Location

Lessor

Site
area/Gross
floor area
(sq. m.)

Status of
Land

Term of
Lease

Fees

Shenzhen
Broadway Manufacturing Plant/Broadway Precision (Shenzhen) Co.
Ltd.

Furong Industrial
District, Furongmei
Area, Shajing Street,
Xinqiao Village,
Bao’an District,
Shenzhen City,
Guangdong Province

Broadway
Manufacturing
Company
Limited

47,190/81,251

Collectively
owned land

12/1/2015 to
11/30/2018

RMB 893,761 per month

Shenzhen
Broadway Manufacturing Plant/Broadway Precision (Shenzhen) Co.
Ltd.

Furong Industrial
District, Furongmei
Area, Shajing Street,
Xinqiao Village,
Bao’an District,
Shenzhen City,
Guangdong Province

Broadway
Manufacturing
Company
Limited

47,190/16,036

Collectively
owned land

12/1/2015 to
11/30/2018

RMB 128,292 per month

Also, another of our subsidiary, namely Kai Ping Broadway Mold Tech Co., Limited, has the right to use a parcel of land with site No. A (of total site area 55,333 square meters) located in North Ring, 2^nd Road, West Lake and East Ring, 2^nd Road West Town Cui Shan Lake New District, Kai Ping City, Guangdong Province of the PRC where industrial building/premises are under construction.

Employees

We have two executive officers and two independent directors. These individuals are not obligated to devote any specific number of hours to our matters and intend to devote only as much time as they deem necessary to our affairs. The amount of time they will devote in any time period will vary based on whether an investment opportunity has been targeted and works arising therefrom. Accordingly, once management locates a suitable investment opportunity, they will consequently spend more time to our affairs than they would prior to locating a suitable investment opportunity and we do not intend to have any full time employees prior to that event. In addition to the foregoing, our PRC subsidiary, Kai Ping Broadway Mold Tech Co., Limited, currently employs two support staff at Kai Ping to undertake administrative works arising from the construction of industrial premises there.

Seasonality

The disclosure set forth under “Seasonality” in Item 5 of this Form 20-F is incorporated herein by reference.

C. Organizational Structure

The following chart illustrates the organizational structure of us and our subsidiaries as of December 31, 2016.

D. Property, Plants and Equipment

The disclosure set forth under “Properties ” in Item 4.B is incorporated herein by reference.

ITEM 4A.

UNRESOLVED STAFF COMMENTS.

None.

ITEM 5.

OPERATING AND FINANCIAL REVIEW AND PROSPECTS.

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated financial statements and the related notes included elsewhere in this Form 20-F. This discussion may contain forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements because of various factors, including those set forth under Item 3.D (“Risk Factors”) or in other parts of this Form 20-F.

A. Operating Results

Overview

We used to be a vertically integrated plastic manufacturing services provider providing comprehensive precision plastic manufacturing services (through our former wholly owned subsidiary, Plastec) from mold design and fabrication and plastic injection manufacturing to secondary-process finishing as well as parts assembly to leading international OEMs, ODMs and OBMs of consumer electronics, electrical home appliances, telecommunication devices, computer peripherals and precision plastic toys.

Following consummation of the divestment transactions on October 11, 2016 pursuant to the terms of the Agreement more particularly described in Item 4.A of this Form 20-F, we no longer own Plastec with the result that our only operations have generally been, or will be, to (i) complete the construction of our manufacturing plant in Kai Ping, China which is intended to be disposed of to SYB prior to its official operation at a price equivalent to the capital used for its construction, subject to terms and specifics to be agreed upon by the parties concerned in due course, (ii) collect rental income from certain property we own and that is being leased to one of Plastec’s subsidiaries, (iii) collect any payments we may receive upon Plastec achieving the performance targets for the years ended December 31, 2016 (which Plastec already did), 2017 and 2018 as described in the Agreement; and (iv) to explore other investment opportunities.

Critical Accounting Policies

We prepare our consolidated financial statements in accordance with U.S. GAAP, which requires us to make judgments, estimates and assumptions that affect:

•

the reported amounts of its assets and liabilities;

•

the disclosure of its contingent assets and liabilities at the end of each reporting period; and

•

the reported amounts of revenues and expenses during each reporting period.

We continually evaluate these estimates based on our own experience, knowledge and assessment of current business and other conditions, our expectations regarding the future based on available information and reasonable assumptions, which together form our basis for making judgments about matters that are not readily apparent from other sources. Some of our accounting policies require a higher degree of judgment than others in their application. When reading our consolidated financial statements, you should consider:

•

our selection of critical accounting policies;

•

the judgment and other uncertainties affecting the application of such policies; and

•

the sensitivity of reported results to changes in conditions and assumptions.

We believe the following accounting policies involve the most significant judgments and estimates used in the preparation of our financial statements:

Depreciation and amortization

Our long-lived assets include property, plant and equipment. We amortize our long-lived assets using the straight-line method over the estimated useful lives of the assets, taking into account the assets’ estimated residual values. We estimate the useful lives and residual values at the time we acquire the assets based on our management’s knowledge on the useful lives of similar assets and replacement costs of similar assets having been used for the same useful lives respectively in the market, and taking into account anticipated technological or other changes. On this basis, we have estimated the useful lives of our buildings to be twenty-five years, our furniture, fixture and equipment to be three to five years, our computer equipment to be two to three years, and our motor vehicles to be five years. We review the estimated useful life and residual value for each of our long-lived assets on a regular basis. If technological changes are to occur more rapidly than anticipated, we may shorten the useful lives or lower the residual value assigned to these assets, which will result in the recognition of increased depreciation and amortization expense in the adjusted remaining useful lives.

Discontinued Operation

A disposal of a component of an entity or a group of components of an entity shall be reported in discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations. Classification as a discontinued operation occurs upon disposal or when the operation meets the criteria to be classified as held for sale, if earlier. Where an operation is classified as discontinued, a single amount is presented on the face of the consolidated statements of operations. The amount of total current assets, total non-current assets, total current liabilities and total non-current liabilities are presented separately on the consolidated balance sheets.

Revenues

We generated revenues from our continuing operations in fiscal years ended December 31, 2014, 2015 and 2016 as follows, which were presented as other income in our audited financial statements:

	Fiscal Years Ended December 31,
	2014					2015					2016
	(HK$'000)
	Amount		% of Total			Amount		% of Total			Amount		% of Total
Rental income		11,254		47.1	%		12,768		50.7	%		14,874		62.3	%
Advisory fees income		12,500		52.3	%		12,000		47.7	%		9,000		37.7	%
Sundries		153		0.6	%		393		1.6	%		0		0.0	%
		23,907		100.0	%		25,161		100.0	%		23,874		100.0	%

Rental income

Our rental revenues were derived from properties located in Furong Industrial District, Furongmei Area, Shajing Street, Xinqiao Village, Bao’an District, Shenzhen City, Guangdong Province of the PRC as more particularly described in the section titled “Properties” in Item 4.B of this Form 20-F, which are being leased to one of Plastec’s subsidiaries and expiring in November 2018.

The most significant factors that directly or indirectly affect our revenues in the form of recurring rental income include the following:

•

as disclosed under the section titled “Risk Factors” in Item 3.D of this Form 20-F, if current lessee of the land and premises under which our recurring rental income have been derived from terminates the underlying lease agreements prior to their stated maturities or not to renew them for another term upon their usual expiry for want of relevant land and building title certificates due to historical reasons (the renewal of which is not guaranteed but, if at all, will be subject to future negotiations and market conditions prevailing at the time), we could incur significant losses of revenues and we might experience significant difficulties in securing replacement lessee for the above mentioned land and premises, or if at all, on best available terms; in which case our business prospects and financial condition could be materially and adversely affected.

•

the state of the PRC economy.

Advisory fees

We received advisory fees from Plastec’s subsidiaries pursuant to advisory services agreements for provision of our know-how, practical advices and management skills and assistance to Plastec’s subsidiaries from time to time on a variety of operational, management and/or commercial issues arising from daily operations. All such advisory services agreements expired/termination by the closing of the disposal of Plastec transaction on October 11, 2016 and as such we do not expect to generate revenues from the advisory fees category in the foreseeable future.

Sundries

We recorded nominal non-recurring sundries income in fiscal years 2014 and 2015 arising from and incidental to our disposal and closure of certain of our previous manufacturing plants in the PRC.

Operating Costs

Our operating expenses arising from our continuing operations in fiscal years ended December 31, 2014, 2015 and 2016 consisted of the following:

	Fiscal Years Ended December 31,
	2014					2015					2016
	(HK$'000)
	Amount		% of Total			Amount		% of Total			Amount		% of Total

Amortization and depreciation		6,452		32.2	%		7,765		27.9	%		7,810		41.2	%
Land related governmental charges		2,349		11.7	%		1,521		5.5	%		1,189		6.3	%
Other general administrative expenses		11,221		56.1	%		18,526		66.6	%		9,947		52.5	%
		20,022		100.0	%		27,812		100.0	%		18,946		100.0	%

Selling, General and Administrative Expenses

Our selling, general and administrative expenses consisted primarily of amortization, depreciation and related governmental fees of the land and premises, legal and professional expenses, directors’ compensation, insurances, exchange differences and other administration related expenses, as well as transportation and motor vehicles related expenses.

Income Tax

Cayman Islands. We are incorporated in the Cayman Islands. The government of the Cayman Islands will not, under existing legislation, impose any income tax upon the Company or its shareholders.

British Virgin Islands. Our subsidiaries which are incorporated in the British Virgin Islands are exempted from income tax in the British Virgin Islands on their foreign-derived income.

Hong Kong. Our Hong Kong subsidiaries are subject to income tax on its profits in Hong Kong at the prevailing corporate tax rate of 16.5%. For the years ended December 31, 2014, 2015 and 2016, none of our Hong Kong subsidiaries recorded any Hong Kong profit tax on the basis that they did not have any assessable profits arising in or derived from Hong Kong.

China. Under the PRC Enterprise Income Tax Law and Implementation Rules (“EIT Law”) effective as of January 1, 2008, all domestic enterprises and foreign-invested enterprises are subject to a unified income tax rate of 25% unless they qualify under certain limited exemptions. Accordingly, we will be subject, going forward, to the unified income tax rate of 25% for all of our PRC subsidiaries.

Review of Results of Operations

The following table sets forth a summary of our consolidated results of operations for the periods indicated. This information should be read together with our consolidated financial statements, including the related notes that appear elsewhere in this Form 20-F.

	Fiscal Year ended December 31,
	2014			2015			2016
	HK$			HK$			HK$

Revenues		-			-			-

Operating (expenses)/income, net
Selling, general and administrative expenses		(20,022	)		(27,812	)		(18,946	)
Other income		23,907			25,161			23,874
Gain on disposal of property, plant and equipment		122			-			545
Gain on disposal of subsidiary		29,125			-			-
Total operating (expenses)/income, net		33,132			(2,651	)		5,473

Income/(loss) from operations		33,132			(2,651	)		5,473

Interest income		963			1,028			1,276
Income/(loss) before income tax expense		34,095			(1,623	)		6,749

Income tax expense from continuing operations		(3,169	)		(294	)		(1,241	)
Net income/(loss) from continuing operations attributable to the Company’s shareholders		30,926			(1,917	)		5,508

For the year ended December 31, 2016 compared to year ended December 2015

Other income. Our other income for the year ended December 31, 2016 decreased by HK$1.3 million or 5.2% to HK$23.9 million from HK$25.2 million in the year ended December 31, 2015 mainly attributable to a decrease in advisory fees received from one of Plastec’s subsidiaries as the underlying advisory services agreement was terminated during fiscal 2016. On the other hand, we recorded an increase in rental income for fiscal 2016 as a result of improved monthly rental upon renewal of lease agreements in relation to the premises more particularly described in the section titled “Properties” in Item 4.B of this Form 20-F, which are being leased to one of Plastec’s subsidiaries.

Selling, general and administrative expenses. Our selling, general and administrative expenses for the year ended December 31, 2016 decreased by HK$8.9 million or 32.0% to HK$18.9 million from HK$27.8 million in the year ended December 31, 2015 during which year we had incurred more in terms of legal and professional fees arising from the transaction to dispose of Plastec to SYB.

Income from operations. Our income from operations for the year ended December 31, 2016 increased by HK$8.2 million to HK$5.5 million from loss of HK$2.7 million in the year ended December 31, 2015. The loss from operation in the year ended December 31, 2015 was mainly due to legal and profession fees incurred arising from the transaction to dispose of Plastec to SYB.

Income tax expenses. Our income tax expenses for the year ended December 31, 2016 increased by HK$0.9 million to HK$1.2 million from HK$0.3 million in the year ended December 31, 2015.

Net income. Our net income for the year ended December 31, 2016 increased by HK$7.4 million to HK$5.5 million from a loss of HK$1.9 million in the year ended December 31, 2015.

For the year ended December 31, 2015 compared to year ended December 2014

Other income. Our other income for the year ended December 31, 2015 increased by HK$1.3 million or 5.2% to HK$25.2 million from HK$23.9 million in the year ended December 31, 2014 mainly due to the exchange difference arising from appreciation of RMB relative to HK$ derived from rental income received from one of Plastec’s subsidiaries.

Gain on disposal of a subsidiary. We recorded a one-off gain on disposal of a subsidiary for HK$29.1 million in year ended December 31, 2014.

Selling, general and administrative expenses. Our selling, general and administrative expenses for the year ended December 31, 2015 increased by HK$7.8 million or 39.0% to HK$27.8 million from HK$20.0 million in the year ended December 31, 2014. The increase was mainly due to an increment in legal and professional fees incurred during the year 2015 arising from the transaction to dispose of Plastec to SYB.

Income from operations. Our income from operations for the year ended December 31, 2015 decreased by HK$35.8 million to a loss of HK$2.7 million from HK$33.1 million in the year ended December 31, 2014. The decrease was mainly due to the increment in legal and profession fees incurred during the year 2015 arising from the transaction to dispose of Plastec to SYB and the one-off gain on disposal of a subsidiary for HK$29.1 million in year ended December 31, 2014.

Income tax expenses. Our income tax expenses for the year ended December 31, 2015 decreased by HK$2.9 million to HK$0.3 million from HK$3.2 million in the year ended December 31, 2014.

Net income. Our net income for the year ended December 31, 2015 decreased by HK$32.8 million to loss of HK$1.9 million from gain of HK$30.9 million in the year ended December 31, 2014.

Liquidity and Capital Resources

Our operations have been generally funded through a combination of net cash generated from its operations, equity capital and borrowings from financial institutions. We believe that we have adequate working capital to finance our operations.

Summary of Cash Flows

	Year Ended December 31,
	2014			2015			2016
	(HK$’000)
Net Cash From Operating Activities		256,221			241,687			191,931
Net Cash From Investing Activities		(368	)		(150,437	)		675,849
Net Cash From Financing Activities		(68,463	)		(141,878	)		(843,429	)
		187,390			(50,628	)		24,351

For the year ended December 31, 2016 compared to year ended December 31, 2015

Net Cash From Operating Activities. For the year ended December 31, 2016, we generated a net cash inflow from operating activities of HK$191.9 million, which comprised a net cash outflow by continuing operations of HK$4.5 million and a net cash inflow from discontinued operations of HK$196.5 million. Compared to the year ended December 31, 2015, which we generated a net cash inflow from operating activities of HK$241.7 million, which comprised of a net cash inflow from continuing operations of HK$9.4 million and a net cash inflow from discontinued operations of HK$232.3 million.

Net Cash From Investing Activities. For the year ended December 31, 2016, we recorded a net cash inflow from investing activities of HK$675.8 million, comprised a net cash inflow from continuing operations of HK$703.9 million which was mainly attributable to the net sales proceeds from disposal of Plastec of HK$703.4 million and a net cash outflow by discontinued operations of HK$28.1 million. Compared to the year ended December 31, 2015, which we recorded a net cash outflow by investing activities of HK$150.4 million, which comprised of a net cash outflow by continuing operations of HK$23.8 million and a net cash outflow by discontinued operations of HK$126.6 million.

Net cash generated from financing activities. We recorded a net cash outflow by financing activities of approximately HK$843.4 million, which comprised a net cash outflow by continuing operations of HK$837.6 million for the dividends paid, and a net cash outflow by discontinued operations of HK$5.8 million. Compared to the year ended December 31, 2015, which we recorded a net cash outflow by financing activities of HK$141.9 million, which comprised of a net cash inflow from continuing operations of HK$22.9 million, and a net cash outflow by discontinued operations of HK$164.8 million.

For the year ended December 31, 2015 compared to year ended December 31, 2014

Net Cash From Operating Activities. For the year ended December 31, 2015, we generated a net cash inflow from operating activities of HK$241.7 million, which comprised a net cash inflow from continuing operations of HK$9.4 million and a net cash inflow from discontinued operations of HK$232.3 million. Compared to the year ended December 31, 2014, which we generated a net cash inflow from operating activities of HK$256.2 million, which comprised of a net cash inflow from continuing operations of HK$31.7 million and a net cash inflow from discontinued operations of HK$224.6 million.

Net Cash From Investing Activities. For the year ended December 31, 2015, we recorded a net cash outflow by investing activities of HK$150.4 million, which comprised a net cash outflow by continuing operations of HK$23.8 million, and a net cash outflow by discontinued operations of HK$126.6 million. Compared to the year ended December 31, 2014, which we recorded a net cash outflow by investing activities of HK$0.4 million, which comprised of a net cash outflow by continuing operations of HK$89.9 million and a net cash inflow from discontinued operations of HK$89.4 million.

Net cash generated from financing activities. We recorded a net cash outflow by financing activities of approximately HK$141.9 million, which comprised a net cash inflow by continuing operations of HK$22.9 million, and a net cash outflow by discontinued operations of HK$164.8 million. Compared to the year ended December 31, 2014, which we recorded a net cash outflow by financing activities of HK$68.5 million, which comprised of a net cash inflow from continuing operations of HK$313.3 million and a net cash outflow by discontinued operations of HK$381.8 million.

Working capital

We believe that we have adequate working capital for our present requirements and that our net cash generated from operating activities, together with cash and cash equivalents, our borrowing capacity, will provide sufficient funds to satisfy our working capital requirements, planned capital expenditures and debt repayments for the period ending 12 months from the date of this Form 20-F. As at the year ended December 31, 2016, we had a cash and bank balance of approximately HK$486.2 million, of which approximately HK$247.3 million was denominated in Hong Kong Dollars, approximately HK$238.7 million equivalent was denominated in US Dollars, approximately HK$0.2 million equivalent was denominated in Renminbi, respectively.

Indebtedness

As of December 31, 2016, our indebtedness was nil.

Contractual Obligations and Commitments

The following table sets forth our contractual cash commitments as of December 31, 2016.

	Payment by Period
					Within		Within		After
			Within		2 – 3		4 – 5		5
	Total		1 Year		Years		Years		Years
	(HK$’000)

Capital commitments		69,148		69,148		-		-		-

TOTAL		69,148		69,148		-		-		-

As of December 31, 2016, our estimated interest commitment and operating lease obligations were nil.

As of December 31, 2016, we had capital commitments for purchase of plant and machineries totaling HK$69.1 million which are expected to be disbursed during the year ending December 31, 2017.

Off-Balance Sheet Arrangements

We have not entered into any financial guarantees or other commitments to guarantee the payment obligations of third parties. We have not entered into any derivative contracts that are indexed to our shares and classified as shareholders’ equity or that are not reflected in our combined financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to it or that engages in leasing, hedging or research and development services with us. There are no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, net sales or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to an investor.

Quantitative and Qualitative Disclosures About Market Risks

Market risk is a broad term for the risk of economic loss due to adverse changes in the fair value of a financial instrument. These changes may be the result of various factors, including interest rates, foreign exchange rates, commodity prices and/or equity prices.

Foreign exchange risk. Our income is mainly denominated in Renminbi whereas our costs and capital expenditures are largely denominated in Renminbi and other foreign currencies. Fluctuations in currency exchange rates, particularly among the Hong Kong dollar, U.S. dollar and Renminbi, could have a significant impact on our financial condition and results of operations, affect our gross and operating profit margins and result in foreign exchange and operating gains or losses. We incurred loss of approximately HK$3,261,000 for the year ended December 31, 2014, and made gains of approximately HK$1,564,000 and HK$3,700,000 for the years ended December 31, 2015 and 2016, respectively. We currently do not plan to enter into any hedging arrangements, such as forward exchange contracts and foreign currency option contracts, to reduce the effect of our foreign exchange risk exposure. Even if we decide to enter into any such hedging activities in the future, we may not be able to effectively manage our foreign exchange risk exposure. In addition, our financial statements are expressed in Hong Kong dollars but the functional currency of its subsidiary in China is in Renminbi. To the extent our PRC subsidiary holds assets denominated in foreign currencies, any appreciation of Renminbi against such foreign currencies could result in a charge to our consolidated statement of income and decrease the value of our foreign currency denominated assets.

Seasonality

We have not been subject to any seasonality in our continuing operations in any material respect.

Subsequent Material Changes

There have been no material changes in our financial condition and results of operations subsequent to December 31, 2016.

B. Liquidity and Capital Resources

The disclosure set forth in Item 5.A of this Form 20-F is incorporated herein by reference.

C. Research and Development, Patents and Licenses, Etc.

We do not have a department for and therefore have not incurred any significant amount in research and development.

D. Trend Information

The disclosure set forth in Item 5.A of this Form 20-F is incorporated herein by reference.

E. Off-Balance Sheet Arrangements

The disclosure set forth in Item 5.A of this Form 20-F is incorporated herein by reference.

F. Contractual Obligations and Commitments

The disclosure set forth in Item 5.A of this Form 20-F is incorporated herein by reference.

ITEM 6.

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES.

A. Directors and Senior Management

Our current directors and officers are:

Name	Age	Position
Kin Sun Sze-To⁽⁴⁾	55	Chairman of the Board and Chief Executive Officer and Chief Operating Officer
Ho Leung Ning⁽⁴⁾	56	Chief Financial Officer
Chung Wing Lai^{(1) (2) (3)}	69	Director
Joseph YiuWah Chow^{(1) (2) (3)}	57	Director

(1)

Serves as a member of the Audit Committee.

(2)

Serves as a member of the Compensation Committee.

(3)

Serves as a member of the Nominating and Corporate Governance Committee.

(4)

Serves as a member of the Executive Committee.

Kin Sun Sze-To has been our Chairman of the Board and Chief Executive Officer since the consummation of the merger in December 2010 and more recently has also served as our Chief Operating Officer since consummation of the disposal of our shareholdings in Plastec to SYB in October 2016. Mr. Sze-To is responsible for exploring, directing and reviewing our long-term investment opportunities and business development strategies. Mr. Sze-To started his career in the specialized field of spraying and silk screening of plastics products, before diversifying and accumulating over 20 years of experience in other areas of the plastic injection and molding industry. We believe Mr. Sze-To’s past business experience as well as his contacts and relationships make him well qualified to be a member of our board of directors. Mr. Sze-To graduated from the Third Kaiping High School of China in 1978 and completed a 2-year Organizational Design Program for Enterprise Founders conducted by the HSBC Business School of Peking University in 2014.

Ho Leung Ning has served as our Chief Financial Officer since the consummation of the merger in December 2010. Mr. Ning is responsible for our corporate planning and financial activities, and he has over 20 years of experience in the banking and finance industry. Prior to joining Plastec, Mr. Ning was the Assistant General Manager of the Hong Kong branch of The Bank of Tokyo Mitsubishi UFJ Ltd. We believe Mr. Ning’s past business experience and financial knowledge and understanding makes him well qualified to be a member of our board of directors. Mr. Ning graduated from the Hong Kong Baptist University with an Honors Diploma in Economics in 1984.

Chung Wing Lai has been a Director of ours since the consummation of the merger in December 2010. Since July 2002, Mr. Lai has been involved in business consultancy and advisory work in the Asia Pacific region. From 1999 to February 2009, he was an independent non-executive director of Kingboard Copper Foil Holdings Ltd, a public listed company on The Stock Exchange of Singapore. He was previously the managing director of Seaunion Holdings Ltd. (now known as South Sea Petroleum Holdings Ltd), an oil and gas company listed on The Stock Exchange of Hong Kong Ltd. From February 2009 through May 2016, he was an independent non-executive director of Kingboard Chemical Holdings Ltd, a public listed company on The Stock Exchange of Hong Kong Ltd. We believe Mr. Lai’s past business experience, including serving as an independent director of a number of publicly listed companies, makes him well qualified to be a member of our board of directors. Mr. Lai received a Bachelor-of-Laws (Honours) degree from the University of London in 1983.

Joseph YiuWah Chow has been a Director of ours since the consummation of the merger in December 2010. Mr. Chow has over 20 years experience in auditing, accounting, and financial management. He has been a senior partner of JYC & Company, an accounting firm, since January 2006 and a practicing director of KTC Partners CPA Ltd. since May 2008. We believe Mr. Chow’s financial background in auditing, accounting and financial management makes him well qualified to be a member of our board of directors and chairman of our audit committee. Mr. Chow graduated from the University of Ulster in the United Kingdom with a Bachelor degree in Accounting in 1989. Additionally, Mr. Chow is also admitted as a member of Association of Chartered Certified public Accountants in 1991 and a member of the Hong Kong Institute of Certified Public Accountants in 1992. He has also been an associate member of the Taxation Institute of Hong Kong since 1992, Hong Kong Securities Institute since 1998 and Institute of Chartered Accountants in England and Wales since 2006.

Each director serves until our next annual general meeting, if one is called for, and until his successor is elected and qualified. We have not entered into service or similar contracts with our directors.

B. Compensation

Compensation of Senior Management/Executive Officers

Prior to November 2016, our executive officers had been compensated in terms of base salary at the Plastec subsidiaries level pursuant to certain employment agreements entered into between them and certain of Plastec’s subsidiaries.

We also had established a bonus plan for our management/executive officers prior to November 2016. Pursuant to the plan, which had taken effect beginning with the fiscal year ended April 30, 2011, in order for payment of any bonus, we had to achieve an annual net profit (excluding any extraordinary items) of HK$78,000,000 in any fiscal year, referred to as the “Net Profit Target.” If we had achieved Net Profit Target in any fiscal year, a pool of 4% of any amount over the Net Profit Target would then be set aside to provide bonuses to our management/executive officers. Of the bonus pool that was created, our management/executive officers would be paid proportionately in accordance with pre-determined rates, subject to adjustment at the discretion of the board. Payment of any bonuses under the plan throughout had all been made in cash.

Following consummation of our divestment of our shareholdings in Plastec to SYB on October 11, 2016 and as a result of our current minimal operations, effective from November 2016 each of our current executive officers has received monthly cash compensation in the sum of HK$10,000 and the entirety of the bonus plan has been terminated.

During the year ended December 31, 2016, the aggregate amount of compensation paid to our executive officers (former and current) was approximately HK$9,251,000.

The following table sets forth the compensation of our executive officers for the year ended December 31, 2016:

Name and Principal Position	Year ended December 31,		Salary (HK$)		Bonus ⁽¹⁾ (HK$)		Total (HK$)
Kin Sun Sze-To		2016		4,085,644		683,000		4,768,644
Chairman of the Board and Chief Executive Officer and ChiefOperating Officer

Ho Leung Ning		2016		1,635,355		512,000		2,147,355
Chief Financial Officer

Chin Hien Tan		2016		1,823,202		512,000		2,335,202
Former Chief Operating Officer

(1)

Bonus paid during the financial year ended December 31, 2016 was made with respect to financial results for year ended December 31, 2015.

��

Compensation of Non-Executive Independent Directors

During the year ended December 31, 2016, the aggregate amount of compensation paid to our non-executive independent directors (former and current) was HK$1,230,000.

From January 1, 2016 through October 30, 2016, each of Eli D. Scher (our former non-executive Vice Chairman), J. David Selvia (our former non-executive independent director), Chung Wing Lai and Joseph Yiu Wah Chow, our current non-executive independent directors, was paid HK$39,000, HK$20,000, HK$20,000 and HK$20,000, respectively, for each month that they continued to serve on our board.

Following consummation of our divestment of our shareholdings in Plastec to SYB on October 11, 2016 and as a result of our current minimal operations, effective from November 2016 each of our current non-executive independent directors has been paid HK$10,000 for each month that they continue to serve on our board. We also made a one-time reward/honorarium of HK$100,000 to each of Chung Wing Lai and Joseph Yiu Wah Chow on the approval of the compensation committee (with Mr. Lai and Mr. Chow both abstained from voting) as a token of appreciation in recognition of the laborious works they had assumed and undertaken from inception of the divestment transaction in mid-August 2015 through conclusion of our extraordinary general meeting in December 2015 in their capacities as members of the special committee set up to oversee the transaction.

C. Board Practices

Independence of Directors

Although we are not required to have a majority of independent directors on our board of directors, we have elected to have a majority of independent directors and have determined to utilize the definition of an “independent director” utilized by the NASDAQ Stock Market. Under the listing standards of the NASDAQ Stock Market, an “independent director” is generally defined as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which, in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Accordingly, consistent with the above-referenced considerations, our board of directors has affirmatively determined that each of Chung Wing Lai and Joseph Yiu Wah Chow is an independent director, constituting a majority of our board of directors.

Board Committees

We have standing executive, audit, compensation and nominating and corporate governance committees. Except for the executive committee, each of these committees is comprised entirely of independent directors, as defined by the listing standards of the NASDAQ Stock Market. Moreover, the compensation committee is composed exclusively of individuals intended to be, to the extent required by Rule 16b-3 of the Exchange Act, non-employee directors and will, at such times as we are subject to Section 162(m) of the Internal Revenue Code, qualify as outside directors for purposes of Section 162(m) of the Internal Revenue Code.

Executive Committee

Our executive committee is currently comprised of Kin Sun Sze-To and Ho Leung Ning. While the executive committee does not have a formal written charter, the board has determined that the executive committee’s responsibilities will be to generally manage our business affairs and exercise all powers of the board (other than actions that would require the board to act as a whole or which actions are vested in other committees of the board or require shareholder approval).

Audit Committee Information

Our audit committee is currently comprised of Joseph Yiu Wah Chow and Chung Wing Lai, with Joseph Yiu Wah Chow serving as chairman. The audit committee, pursuant to the audit committee charter, is responsible for engaging independent certified public accountants, preparing audit committee reports, reviewing with the independent certified public accountants the plans and results of the audit engagement, approving professional services provided by the independent certified public accountants, reviewing the independence of the independent certified public accountants, considering the range of audit and non-audit fees, reviewing the adequacy of our internal accounting controls and reviewing all related party transactions.

Financial Experts on Audit Committee

The audit committee will at all times be composed exclusively of “independent directors” who are “financially literate” as defined under NASDAQ listing standards. The definition of “financially literate” generally means being able to read and understand fundamental financial statements, including a company’s balance sheet, income statement and cash flow statement.

In addition, our board of directors has determined that Joseph Yiu Wah Chow satisfies the definition of financial sophistication and also qualifies as an “audit committee financial expert,” as defined under rules and regulations of the SEC.

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee is currently comprised of Chung Wing Lai and Joseph Yiu Wah Chow, with Chung Wing Lai serving as chairman. The nominating and corporate governance committee is responsible for seeking, considering and recommending to the board qualified candidates for election as directors and will approve and recommend to the full board of directors the appointment of each of our executive officers. It also periodically prepares and submits to the board of directors for adoption the committee’s selection criteria for director nominees. It reviews and makes recommendations on matters involving the general operation of the board and our corporate governance, and annually recommends to the board nominees for each committee of the board. In addition, the committee annually facilitates the assessment of the board of directors’ performance as a whole and of the individual directors and report thereon to the board.

Compensation Committee

Our compensation committee currently is comprised of Joseph Yiu Wah Chow and Chung Wing Lai, with Joseph Yiu Wah Chow serving as chairman. The principal functions of the compensation committee are to:

•

evaluate the performance of our officers;

•

review any compensation payable to our directors and officers;

•

prepare compensation committee reports; and

•

administer the issuance of any ordinary shares or other equity awards issued to our officers and directors.

D. Employees

The disclosure set forth under “Employees ” in Item 4.B of this Form 20-F is incorporated herein by reference.

E. Share Ownership

The disclosure relating to the share ownership of the persons listed in Item 6.B set forth in Item 7.A of this Form 20-F is incorporated herein by reference.

ITEM 7.

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS.

A. Major Shareholders

The following table sets forth, as of April 30, 2017, certain information regarding beneficial ownership of our shares by each person who is known by us to beneficially own more than 5% of our shares. The table also identifies the share ownership of each of our directors, each of our named executive officers, and all directors and officers as a group. Except as otherwise indicated, the shareholders listed in the table have sole voting and investment powers with respect to the shares indicated. Our major shareholders do not have different voting rights than any other holder of our shares.

Shares which an individual or group has a right to acquire within 60 days pursuant to the exercise or conversion of options, warrants or other similar convertible or derivative securities, if any, are deemed to be outstanding for the purpose of computing the percentage ownership of such individual or group, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person shown in the table.

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting and investment power. Except as otherwise indicated below, each beneficial owner holds voting and investment power directly. The percentage of ownership is based on 12,938,128 shares issued and outstanding as of April 30, 2017.

Name and Address of Beneficial Owner ⁽¹⁾	Amount and Nature of Beneficial Ownership			Percent of Class
Major Shareholder(s):
Kwok Wa Hung		1,014,753	⁽²⁾		7.8	%
Directors and Executive Officers:
Kin Sun Sze-To		10,134,283	⁽³⁾		78.3	%
Ho Leung Ning		241,971	⁽⁴⁾		1.9	%
Chung Wing Lai		0
Joseph Yiu Wah Chow		0
All directors and executive officers as a group (4 individuals)		10,376,254			80.2	%

(1)

Unless otherwise indicated, the business address of each of the individuals is Unit 01, 21/F, Aitken Vanson Centre, 61 Hoi Yuen Road, Kwun Tong, Kowloon, Hong Kong. Unless otherwise indicated, none of the individuals have voting rights that differ from other shareholders.

(2)

The business address of Mr. Hung is c/o 16^th Floor, Guangdong Finance Building, 88 Connaught Road West, Central, Hong Kong. The foregoing information is derived from a Schedule 13G/A filed with the SEC on March 03, 2015 and other information known to us.

	(3)	Consists of 9,245,382 ordinary shares held by Sun Yip Industrial Company Limited and 888,901 ordinary shares held by Tiger Power Industries Limited (“Tiger Power”), each of which is an entity controlled by Mr. Sze-To. The foregoing information is derived from a Schedule 13D/A filed with the SEC on January 5, 2017.

(4)

Includes 241,971 ordinary shares held by Expert Rank Limited, an entity controlled by Mr. Ning.

As of May 11, 2017, there were 18 shareholders of record holding a total of 12,938,128 of our ordinary shares. To the best of our knowledge there were 4 shareholders of record with addresses in the United States holding 556,137 (4.3%) of our outstanding ordinary shares. The foregoing calculations include 1 unit holder with a United States address holding 1,694 units, each consisting of 1 ordinary share. Ordinary shares held in the names of banks, brokers and other intermediaries were assumed to be held by residents of the same country in which the bank, broker or other intermediary was located.

B. Related Party Transactions

Our Code of Ethics and Related Person Policy

In November 2009, our board of directors adopted a code of ethics that applies to our directors, officers and employees as well as those of our subsidiaries.

Our Code of Ethics requires it to avoid, wherever possible, all related party transactions that could result in actual or potential conflicts of interest, except under guidelines approved by the board of directors (or the audit committee, if one exists). Related-party transactions with respect to smaller reporting companies such as us are defined under SEC rules as transactions in which (1) the aggregate amount involved will or may be expected to exceed the lesser of $120,000 or one percent of the average of the smaller reporting company’s total assets at year end for the last two completed years, (2) we or any of our subsidiaries is a participant, and (3) any (a) executive officer, director or nominee for election as a director, (b) greater than 5 percent beneficial owner of our shares, or (c) immediate family member of the persons referred to in clauses (a) and (b), has or will have a direct or indirect material interest (other than solely as a result of being a director or a less than 10 percent beneficial owner of another entity). A conflict of interest situation can arise when a person takes actions or has interests that may make it difficult to perform his or her work objectively and effectively. Conflicts of interest may also arise if a person, or a member of his or her family, receives improper personal benefits as a result of his or her position.

Our audit committee, pursuant to its written charter, is responsible for reviewing and approving related-party transactions to the extent we enter into such transactions. The audit committee will consider all relevant factors when determining whether to approve a related party transaction, including whether the related party transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related party’s interest in the transaction. No director will be able to participate in the approval of any transaction in which he is a related party, but that director will be required to provide the audit committee with all material information concerning the transaction. Additionally, we will require each of our directors and executive officers to complete a directors’ and officers’ questionnaire on an annual basis that elicits information about related party transactions.

These procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director, employee or officer.

Our Related Person Transactions

Personal guarantees provided by Kin Sun Sze-To

During fiscal year ended December 31, 2016 and as in the past, Kin Sun Sze-To had been providing personal guarantees to various financial institutions as collaterals to secure various credit facilities and financing of machineries for Plastec and certain of the latter’s operating subsidiaries. Despite these personal guarantees of Kin Sun Sze-To as collaterals for Plastec remain extant after the consummation of our divestment of our shareholdings in Plastec on October 11, 2016, they will no longer be relevant to our operations.

Corporate guarantees provided by us for Plastec

We have been (as in the past) providing corporate guarantees to various financial institutions as collaterals to secure various credit facilities and financing of machineries for Plastec and certain of its operating subsidiaries, each of which Kin Sun Sze-To is a director thereof. As at December 31, 2016, the total amount of corporate guarantees outstanding for such purposes was approximately HK$160.7 million. We have applied for all such corporate guarantees be cancelled and terminated shortly after consummation of our divestment of our shareholdings in Plastec and anticipate completion of the entire process by the end of 2017.

Bonus Plan for Management/Executive Officers

The disclosure on the bonus plan (which is no longer extant since November 2016) set forth under the section titled “Directors, Senior Management and Employees — Compensation ” in Item 6.B of this Form 20-F is incorporated herein by reference.

Interests of our Management/Executive Officers in connection with Share Transfer Agreement

Under the Share Transfer Agreement, we are obliged to, and we did, use our best efforts to cause Mr. Chin Hien Tan (who remained as our executive until October 11, 2016) and Mr. Ho Leung Ning, each of whom is also a director of certain of Plastec’s subsidiaries, to continue their offices therewith and to enter into services agreements with those subsidiaries for a term expiring no earlier than December 31, 2018. Additionally, if the cumulative net profits of Plastec for the three years ended December 31, 2018 exceeds the cumulative Performance Commitment for such period, an amount equal to 30% of the surplus shall be distributed to Plastec’s management team, including those designated by us, in cash as a bonus (the “Performance Bonus”). See the section titled “Information on the Company – History and Development ” in Item 4.A of this Form 20-F.

Termination of Escrow Agreement

In connection with our initial public offering (“IPO”), certain of our securities held by our shareholders prior to the IPO (the “initial shareholders”) were placed in escrow pursuant to an escrow agreement (“Escrow Agreement”) with Continental Stock Transfer & Trust Company (“Escrow Agent”) acting as escrow agent. Pursuant to Escrow Agreement, if, after we consummated our initial business combination, we subsequently consummated a liquidation, merger, stock exchange or other similar transaction which resulted in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property, then the Escrow Agent would be authorized to release the escrowed securities to the initial shareholders.

Although we were not liquidating upon consummation of the divestment of Plastec transaction (and therefore not technically triggering the release pursuant to the Escrow Agreement) on October 11, 2016, we could have done so if we were so inclined. We therefore believed the purpose of the Escrow Agreement was satisfied and that the securities should be released to the initial shareholders. Accordingly, on October 11, 2016 we authorized a termination of the Escrow Agreement with immediate effect and instructed the Escrow Agent to release the escrowed securities forthwith to the initial shareholders, including to our former diector and Non-Executive Vice Chairman of the Board, Mr. Eli D. Scher, and one of our former major shareholders at the time, Mr. Jing Dong Gao, who collectively were beneficially interested in approximately 5% of our outstanding shares as of October 11, 2016.

We require that all ongoing and future transactions between us and any of our officers and directors or their respective affiliates will be on terms that we believe to be no less favorable to us than are available from unaffiliated third parties. Such transactions require prior approval by a majority of our uninterested “independent” directors or the members of our board who do not have an interest in the transaction, in either case who have access, at our expense, to our attorneys or independent legal counsel.

C. Interest of Experts and Counsel

Not applicable.

ITEM 8.

FINANCIAL INFORMATION.

A. Consolidated Statements and Other Financial Information

List of Financial Statements

See Item 18 of this Form 20-F for a list of the financial statements filed as part of this Form 20-F.

Dividend Policy

The payment of dividends in the future will be entirely within the sole discretion of our board of directors. Whether future dividends will be declared will depend upon our future growth and earnings, of which there can be no assurance, and our cash flow needs for future development; all of which may be adversely affected by one or more of the factors discussed in Item 3.D of this Form 20-F “Risk Factors ”. Accordingly, we may not declare or pay any additional dividends in the future. Even if the board of directors decides to pay dividends, the form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that the board may deem relevant.

B. Significant Changes

See the notes to the financial statements included under Item 18 of this Form 20-F.

ITEM 9.

THE OFFER AND LISTING.-

A. Offer and Listing Details

Our ordinary shares are quoted on the OTC Bulletin Board under the symbol “PLTYF”. The following table sets forth the range of high and low closing sale prices for the units and shares for the periods indicated.

	Ordinary Shares				Units
Period⁽¹⁾	High		Low		High		Low
April 2017⁽²⁾	$	7.00	$	4.50	$	6.00	$	6.00
March 2017	$	5.00	$	4.375	$	6.00	$	6.00
February 2017	$	8.00	$	5.00	$	6.00	$	6.00
January 2017	$	5.05	$	4.70	$	6.00	$	6.00
December 2016	$	4.75	$	4.00	$	6.00	$	6.00
November 2016	$	11.00	$	2.50	$	6.00	$	6.00
October 2016	$	12.00	$	9.50	$	6.00	$	6.00

Fiscal Quarter for
FY Ending Dec. 31, 2017:
First Quarter	$	8.00	$	4.375	$	6.00	$	6.00

Fiscal Quarter for
FY Ended Dec. 31, 2016:
Fourth Quarter	$	12.00	$	2.50	$	6.00	$	6.00
Third Quarter	$	9.50	$	9.50	$	6.00	$	6.00
Second Quarter	$	9.50	$	9.00	$	6.00	$	6.00
First Quarter	$	9.50	$	7.80	$	6.00	$	6.00
FY Ended Dec. 31, 2015:
Fourth Quarter	$	8.01	$	7.80	$	6.00	$	6.00
Third Quarter	$	8.00	$	6.50	$	6.00	$	6.00
Second Quarter	$	6.50	$	6.50	$	6.00	$	6.00
First Quarter	$	6.50	$	6.50	$	6.00	$	6.00

FY Ended Dec 31,
2016	$	12.00	$	2.50	$	6.00	$	6.00
2015	$	8.01	$	6.50	$	7.50	$	3.00
2014	$	7.00	$	5.00	$	7.50	$	3.00
2013	$	9.00	$	5.50	$	7.50	$	3.00
2012	$	9.90	$	5.25	$	6.50	$	6.50
FY Ended April 30, 2012	$	9.00	$	5.25	$	9.85	$	6.25

(1)	In September 2012, the Company changed its fiscal year end from April 30 to December 31. Limited trading information is available for our securities prior to February 2011. Accordingly, we continue to provide information for full fiscal year ended April 30, 2012. We also provide information for full fiscal years ended December 31, 2012 and 2013.
(2)	Through April 30, 2017.

B. Plan of Distribution

Not applicable.

C. Markets

Our ordinary shares are quoted under the symbols “PLTYF” on the OTC Bulletin Board.

We may consider applying to have our ordinary shares listed on a national securities exchange, if circumstances permit. We can provide no assurance, however, that we will so apply, that any such exchange will approve our application, if made, or that our ordinary shares will ever become so listed.

D. Selling Shareholders

Not applicable.

E. Dilution

Not applicable.

F. Expenses of the Issue

Not applicable.

ITEM 10.

ADDITIONAL INFORMATION.

A. Share Capital

Not applicable.

B. Memorandum and Articles of Association

The summary below relates to our second amended and restated memorandum and articles of association as currently in effect. The summary below is of the key provisions of our second amended and restated memorandum and articles of association and does not purport to be a summary of all of the provisions thereof or of all relevant provisions of Cayman Islands law governing the management and regulation of Cayman Islands exempted companies.

Incorporation

We were incorporated in the Cayman Islands on March 27, 2008 under the Companies Law with company registration number 207509.

We are an exempted company incorporated in the Cayman Islands. A Cayman Islands company qualifies for exempted status if its operations will be conducted mainly outside of the Cayman Islands. Exempted companies are exempted from complying with certain provisions of the Cayman Islands Companies Law. An exempted company is not required to obtain prior approval for registration or to hold an annual general meeting and the annual return that must be filed with the Registrar is considerably more simple than for non-exempted Cayman Islands companies. Names of shareholders are not required to be filed with the Registrar of Companies in the Cayman Islands. While there are currently no forms of direct taxation, withholding or capital gains tax in the Cayman Islands, an exempted company is entitled to apply for a tax exemption certificate from the Governor in Cabinet which provides written confirmation that, amongst other things, should the laws of the Cayman Islands change, the company will not be subject to taxes for the period during which the certificate is valid (usually 20 years) (see the section titled “Taxation — Cayman Islands Taxation” below).

Objects and Purposes

Our second amended and restated memorandum and articles of association grants us full power and authority to carry out any object not prohibited by the Companies Law or as the same may be revised from time to time, or any other law of the Cayman Islands.

Directors

We currently have four directors with each director serving until the Company’s next annual general meeting, if one is called for, and until his successor is elected and qualified. There is no cumulative voting with respect to the election of directors, with the result that the holders of more than 50% of the shares eligible to vote for the election of directors can elect all of the directors.

Cayman Islands law imposes duties on directors of Cayman Islands companies. These duties can be summarised as comprising (i) fiduciary duties of loyalty, honesty and good faith owed to the company, which in practical terms means that directors must act bona fide in what they consider to be the best interests of the company as a whole, exercising their powers for a proper purpose, using unfettered discretion in their decision making and avoiding positions where there is a conflict between their duty to the company and their personal interests; and (ii) duties of care, diligence and skill owed to the company.

Our second amended and restated articles of association provide that no person shall be disqualified from the office of director or prevented by such office from contracting with us, nor shall any such contract or any contract or transaction entered into by or on our behalf in which any director shall be in any way interested be or be liable to be avoided, nor shall any director so contracting or being so interested be liable to account to us for any profit realised by or arising in connection with any such contract or transaction by reason of such director holding office or of the fiduciary relationship thereby established. A director shall be at liberty to vote in respect of any contract or transaction in which he is interested provided that the nature of the interest of any director in any such contract or transaction shall be disclosed by him at or prior to its consideration and any vote thereon.

Subject to their fiduciary duties and our second amended and restated memorandum and articles of association (described above), directors may engage in transactions with us and vote on such transactions, provided the nature of the interest is disclosed in accordance with the procedures under our second amended and restated memorandum and articles of association. Directors also may exercise all the powers of the company to borrow money and to mortgage or charge its undertaking, property and uncalled capital or any part thereof and to issue debentures, debenture stock, mortgages, bonds and other such securities whether outright or as security for any debt, liability or obligation of the company or of any third party.

Rights and Obligations of Shareholders

Dividends

Subject to the Companies Law (see summary below), directors may declare dividends and distributions on our ordinary shares in issue and authorize payment on the dividends or distributions out of lawfully available funds. No dividend or distribution may be paid except out of our realized or unrealized profits, or out of the share premium account or as otherwise permitted by the Companies Law. The Companies Law provides that a Cayman Islands company may declare and pay a dividend on its shares out of either profit or share premium account. Subscription monies received by the company by way of pure share capital (i.e. the par value of the shares) may not be used for the payment of dividends. A dividend may not be paid if this would result in the company being unable to pay its debts as they fall due in the ordinary course of business.

Voting Rights

Subject to any rights or restrictions attached to any shares (our second amended and restated memorandum and articles of association do not contain any special voting right or restrictions on our ordinary shares), every member who (being an individual) is present in person or by proxy or, if a corporation or other non-natural person is present by its duly authorized representative or proxy has one vote for every share of which he is the holder.

In the case of joint holders of record the vote of the senior holder who tenders a vote, whether in person or by proxy, is accepted to the exclusion of the votes of the other joint holders, and seniority is determined by the order in which the names of the holders stand in the Register of Members.

A member of unsound mind, or in respect of whom an order has been made by any court, having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his committee, receiver, curator bonis, or other person on such member's behalf appointed by that court, and any such committee, receiver, curator bonis or other person may vote by proxy.

No person is entitled to vote at any general meeting or at any separate meeting of the holders of a class of shares unless he is registered as a member on the record date for such meeting or unless all calls or other monies then payable by him in respect of shares have been paid.

Votes may be cast either personally or by proxy. A member may appoint more than one proxy to attend and vote at a meeting.

A member holding more than one share need not cast the votes in respect of his shares in the same way on any resolution and therefore may vote a share or some or all such shares either for or against a resolution and/or abstain from voting a share or some or all of the shares and, subject to the terms of the instrument appointing him, a proxy appointed under one or more instruments may vote a share or some or all of the shares in respect of which he is appointed either for or against a resolution and/or abstain from voting.

Any person in consequence of the death or bankruptcy or winding-up of a member (or in any other way than by transfer) who becomes the holder of a share may vote at any general meeting in respect thereof in the same manner as if he were the registered holder of such shares, provided that forty-eight hours at least before the time of the holding of the meeting or adjourned meeting, as the case may be, at which he proposes to vote, he satisfies the directors of his entitlement to such shares, or the directors have previously admitted his right to vote at such meeting in respect thereof.

Change to Rights of Shareholders

Shareholders may change the rights of their class of shares by:

•

getting the written consent of not less than two-thirds of the shareholders of that class; or

•

passing a special resolution at a general meeting of the shareholders of that class.

There are no general limitations on the rights to own shares specified by our second amended and restated memorandum and articles of association.

General Meetings

A general meeting may be convened by a majority of directors at any time by providing at least 10 days’ notice. Additionally, the directors shall convene an extraordinary general meeting upon a members’ requisition (a requisition of members holding at the date of deposit of the requisition not less than 10% in par value of our capital which as at that date carries the right of voting at general meetings). The requisition must state the objects of the meeting and must be signed by the requisitionists and deposited at the registered office, and may consist of several documents in like form each signed by one or more requisitionists.

If the directors do not within twenty-one days from the date of the deposit of the requisition duly proceed to convene a general meeting to be held within a further twenty-one days, the requisitionists, or any of them representing more than one-half of the total voting rights of all of them, may themselves convene a general meeting, but any meeting so convened shall not be held after the expiration of three months after the expiration of the said twenty-one days.

A general meeting convened as aforesaid by requisitionists shall be convened in the same manner as nearly as possible as that in which general meetings are to be convened by the directors.

Notice of a general meeting is to be given to all shareholders. All business transacted at an extraordinary general meeting or an annual general meeting is considered special business except:

the declaration and sanctioning of dividends;

consideration and adoption of the accounts and balance sheet and the reports of directors and auditors and other documents required to be annexed to the balance sheet;

the election of directors;

appointment of auditors (where special notice of the intention for such appointment is not required by applicable law) and other officers;

the fixing or remuneration of the auditors, and the voting of remuneration or extra remuneration to the directors;

the granting of any mandate or authority to the directors to offer, allot, grant options over or otherwise dispose of the unissued shares in the capital of the company representing not more than 20% in nominal value of its existing share capital; and

the granting of any mandate or authority to the directors to repurchase our securities.

A quorum of shareholders is required to be present at any meeting in order to carry out business. The holders of a majority of the shares being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorized representative or proxy shall be a quorum.

Changes in Capital

We may increase our share capital by ordinary resolution. The new shares will be subject to all of the provisions to which the original shares are subject. We may also by ordinary resolution:

consolidate and divide all or any of our share capital into shares of a larger amount;

sub-divide existing shares into shares of a smaller amount; and

cancel any shares which, at the date of the resolution, are not held or agreed to be held by any person.

We may reduce our share capital and any capital redemption reserve by special resolution in accordance with relevant provisions of Cayman Islands law.

Indemnity

Pursuant to our second amended and restated memorandum and articles of association, every director, agent or officer of our company shall be indemnified out of our assets against any liability incurred by him as a result of any act or failure to act in carrying out his functions other than such liability (if any) that he may incur by his own actual fraud or willful default. No such director, agent or officer shall be liable to us for any loss or damage in carrying out his functions unless that liability arises through the actual fraud or willful default of such director, agent or officer. Additionally, we entered into an indemnification agreement with each of our officers and directors in February 2011 whereby we agreed to indemnify, and advance expenses to, each officer and director to the fullest extent permitted by applicable law.

C. Material Contracts

The following summarizes each material contract, other than contracts entered into in the ordinary course of business, to which we or any subsidiary of ours is a party for the immediately preceding two years.

Tenancy Agreements. Each of the Tenancy Agreements summarized under the section titled “Properties ” in Item 4.B of this Form 20-F is incorporated herein by reference.

Share Transfer Agreement. The Agreement summarized under the section titled “Development of Our Company - History and Development” in Item 4.A of this Form 20-F is incorporated herein by reference.

D. Exchange Controls and Other Limitations Affecting Security Holders

Under Cayman Islands law, there are currently no restrictions on the export or import of capital, including foreign exchange controls or restrictions that affect the remittance of dividends, interest or other payments to nonresident holders of our shares.

E. Taxation

The following summary of the material Cayman Islands, PRC and U.S. federal income tax consequences of the acquisition, ownership, and disposition of our ordinary shares is based upon laws and relevant interpretations thereof in effect as of the date of this Form 20-F, all of which are subject to change. This summary does not deal with all possible tax consequences relating to an investment in our ordinary shares, such as the tax consequences under state, local and other tax laws, except to the extent local tax consequences are discussed under the PRC taxation section.

As used in this discussion, references to “the company,” “we,” “our” or “us” refer only to Plastec Technologies, Ltd.

Cayman Islands Taxation

The government of the Cayman Islands will not, under existing legislation, impose any income, corporate or capital gains tax, estate duty, inheritance tax, gift tax or withholding tax upon the company or its shareholders. The Cayman Islands is not party to any double taxation treaties that are applicable to payments made to or by us.

No Cayman Islands stamp duty will be payable by you in respect of the issue or transfer of ordinary shares. However, an instrument transferring title to an ordinary share, if brought to or executed in the Cayman Islands, would be subject to Cayman Islands stamp duty.

We have received an undertaking from the Governor-in-Cabinet of the Cayman Islands, dated January 11, 2011, that, in accordance with section 6 of the Tax Concessions Law (2011 Revision) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations shall apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax shall be payable (i) on the ordinary shares, or on the debentures or other obligations, of the company or (ii) by way of the withholding in whole or in part on a payment of a dividend or other distribution of income or capital by the company to its shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of the company.

PRC Taxation

The following is a summary of the material PRC tax consequences of the acquisition, ownership and disposition of our ordinary shares. You should consult with your own tax adviser regarding the PRC tax consequences of the acquisition, ownership and disposition of our ordinary shares in your particular circumstances.

Dividends From Our PRC Operating Company

If we and/or our non-PRC subsidiaries are not treated as resident enterprises under the EIT Law, then dividends that we and/or our non-PRC subsidiaries receive may be subject to PRC withholding tax. The EIT Law and the implementing rules of the EIT Law provide that (A) an income tax rate of 25% normally will be applicable to “non-resident enterprises” that (i) have an establishment or place of business inside the PRC, and (ii) have income in connection with their establishment or place of business that is sourced from the PRC or is earned outside the PRC but has an actual connection with their establishment or place of business inside the PRC, and (B) a PRC withholding tax at a rate of 10% will normally be applicable to dividends payable to non-resident enterprises that (i) do not have an establishment or place of business in the PRC or (ii) have an establishment or place of business in the PRC, but the relevant income is not effectively connected with such establishment or place of business, to the extent such dividends are derived from sources within the PRC.

As described above, the PRC tax authorities may determine the resident enterprise status of entities organized under the laws of foreign jurisdictions on a case-by-case basis. If our non-PRC subsidiaries are considered “non-resident enterprises” under the EIT Law and the dividends paid to our non-PRC subsidiaries are considered income sourced within the PRC, such dividends received may be subject to PRC withholding tax as described in the foregoing paragraph.

As of the date of this Form 20-F, there has not been a definitive determination as to the “resident enterprise” or “non-resident enterprise” status of us or our non-PRC subsidiaries. Our PRC subsidiary, namely, Kai Ping Broadway Mold Tech Co., Limited and our non-PRC subsidiaries that are determined to be resident enterprises will make any necessary tax withholding if, in the future, such PRC subsidiary or such non-PRC subsidiaries were to pay any dividends, and the PRC tax authorities determine that the recipient of any such dividend is a non-resident enterprise under the EIT Law.

Notice Regarding the Determination of Chinese-Controlled Offshore Incorporated Enterprises as PRC Tax Resident Enterprises on the Basis of De Facto Management Bodies issued by the State Tax Administration issued on 22 April 2009 (“Circular 82”) provides certain criteria for determining whether the “de facto management body” of an offshore-incorporated enterprise controlled by PRC enterprises is located in China. The criteria include whether: (i) the enterprise’s day-to-day operational management is primarily exercised in China, (ii) decisions relating to the enterprise’s financial and human resource matters are made or subject to approval by organizations or personnel in China, (iii) the enterprise’s primary assets, accounting books and records, company seals, and board and shareholders’ meeting minutes are located or maintained in China, and (iv) 50% or more of voting board members or senior executives of the enterprise habitually reside in China.

Although Circular 82 applies only to offshore enterprises controlled by the PRC enterprises, it remains unclear how the tax authorities will treat an overseas enterprise invested or controlled by foreign shareholders or PRC individuals, as is in our case, and the determining criteria set forth in Circular 82 may reflect the State Administration of Taxation’s general position on how the “de facto management body” test should be applied in determining the tax resident status of offshore enterprises. We have not been, and are currently not, notified by the relevant tax authorities that we are treated as a PRC resident enterprise. However, since substantially our day-to-day operational management is primarily exercised in China, we cannot assure you that we will not be considered a “resident enterprise” under the EIT Law and, therefore, be subject to the enterprise income tax at 25% on our worldwide income, which could significantly increase our tax burden and materially and adversely affect our cash flow and profitability.

Penalties for Failure to Pay Applicable PRC Income Tax

A non-resident investor in us may be responsible for paying PRC income tax on any gain realized from the sale or transfer of our ordinary shares, if such non-resident investor and the gain satisfy the requirements under the PRC tax laws, as described above.

According to the EIT Law and its implementing rules, the PRC Tax Administration Law (the “Tax Administration Law”) and its implementing rules, the Provisional Measures for the Administration of Source-based Withholding of Enterprise Income Tax for Non-Resident Enterprises (the “Administration Measures”) and other applicable PRC laws or regulations (collectively the “Tax Related Laws”), where any gain derived by a non-resident investor from the sale or transfer of our ordinary shares, is subject to any income tax in the PRC, and such non-resident investor fails to file any tax return or pay tax in this regard pursuant to the Tax Related Laws, such investor may be subject to certain fines, penalties or punishments, including without limitation: (1) if the non-resident investor fails to file a tax return and present the relevant information in connection with tax payments, the competent PRC tax authorities may order it to do so within the prescribed time limit and may impose a fine up to RMB 2,000, and in egregious cases, may impose a fine ranging from RMB 2,000 to RMB 10,000; (2) if the non-resident investor fails to file a tax return or fails to pay all or part of the amount of tax payable, the non-resident investor may be required to pay the unpaid tax amount payable, a surcharge on overdue tax payments (the daily surcharge is 0.05% of the overdue amount, beginning from the day the deferral begins) and a fine ranging from 50% to 500% of the unpaid amount of the tax payable; (3) if the non-resident investor fails to file a tax return and to pay the tax within the prescribed time limit according to the order by the PRC tax authorities, the PRC tax authorities may collect and check information about the income receivable by the non-resident investor in the PRC from other payers (the “Other Payers”) who will pay amounts to such non-resident investor and the information about the Other Payers, and send a “Notice of Tax Issues” to the Other Payers to collect and recover the tax payable and overdue fines imposed on such non-resident investor from the amounts otherwise payable to such non-resident investor by the Other Payers; (4) if the non-resident investor fails to pay the tax payable within the prescribed time limit as ordered by the PRC tax authorities, a fine ranging from 50% to 500% of the unpaid tax payable and a surcharge on overdue tax payments (the daily surcharge is 0.05% of the overdue amount, beginning from the day the deferral begins) may be imposed on the non-resident investor, and the PRC tax authorities may, upon approval by the director of the tax bureau (or sub-bureau) of, or higher than, the county level, take the following compulsory measures: (i) notify in writing the non-resident investor’s bank or other financial institution to withhold from the account thereof for payment of the amount of tax payable, and (ii) detain, seal off, or sell by auction or on the market the non-resident investor’s commodities, goods or other property in a value equivalent to the amount of tax payable; or (5) if the non-resident investor fails to pay all or part of the amount of tax payable or the surcharge for the overdue tax payment, and cannot provide a guarantee to the PRC tax authorities, the tax authorities may notify the frontier authorities to prevent the non-resident investor or its legal representative from leaving the PRC.

U.S. Taxation

With respect to the U.S. tax matters discussed, this summary only applies to you if all of the following three points apply to you:

	·	You own, directly or indirectly less than 10% of our capital stock;

	·	You are any one of (a), (b), (c) or (d) below:

(a)

an individual citizen or resident of the United States,

(b)

a corporation (including an entity treated as a corporation for U.S. federal income tax purposes) that is created or organized under the laws of the United States, any of its states or the District of Columbia,

(c)

an estate whose income is subject to U.S. federal income taxation regardless of its source, or

(d)

a trust if (i) a U.S. court is able to exercise primary supervision over the administration of such trust and one or more U.S. persons have the authority to control all of the substantial decisions of such trust or (ii) it has a valid election in place to be treated as a U.S. person;

You hold our ordinary shares as capital assets.

The following description of tax consequences should be considered only as a summary and does not purport to be a complete analysis of all potential tax effects of owning or disposing of our ordinary shares.

Special rules may apply to U.S. expatriates, insurance companies, tax-exempt organizations, regulated investment companies, real estate investment trusts, real estate mortgage investment conduits, financial institutions, persons subject to the alternative minimum tax, securities broker-dealers, traders in securities that elect to use a mark-to-market method of accounting for the securities’ holdings, and persons holding their ordinary shares as part of a hedging, straddle, conversion transaction or other integrated investment, among others. Those special rules are not discussed in this Form 20-F. This summary does not address all potential tax implications that may be relevant to you as a holder, in light of your particular circumstances. You should consult your tax advisor concerning the overall U.S. federal, state and local tax consequences, of your ownership of our ordinary shares.

We have not sought, and will not seek, any ruling from the IRS or any opinion of counsel with respect to the tax consequences discussed below.

Taxation of Dividends

For U.S. federal income tax purposes, the gross amount of any dividend we pay on our ordinary shares will be included in your gross income as dividend income to the extent paid or deemed paid out of our current or accumulated earnings and profits as calculated for U.S. federal income tax purposes. You must include the gross amount treated as a dividend in income in the year the dividend is paid to you. Cash dividends paid on our ordinary shares will be taxable at ordinary U.S. federal income tax rates. Dividends paid on our ordinary shares do not qualify for the lower rates of federal income tax applicable to non-corporate U.S. Holders because our shares are currently quoted only on the OTC Bulletin Board and are not treated as readily tradable on an established securities market in the United States.

To the extent that any distributions paid exceed our current and accumulated earnings and profits as calculated for U.S. federal income tax purposes, the distribution will be treated as follows:

	·	First, as a tax-free return of capital to the extent of your basis (determined for U.S. federal income tax purposes) in your ordinary shares which will reduce your adjusted tax basis of your ordinary shares. This adjustment will increase the amount of gain, or decrease the amount of loss, which you will recognize if you later dispose of those ordinary shares.

	·	Second, the balance of the distribution in excess of your adjusted tax basis will be taxed as capital gain.

Dividends paid by us will not give rise to any dividends-received deduction generally allowed to a U.S. corporation under Section 243 of the Internal Revenue Code of 1986, as amended (the “Code”).

Taxation of Capital Gains

In general, for U.S. federal income tax purposes, you will recognize capital gain or loss if you sell or otherwise dispose of your ordinary shares based on the difference between the amount realized on the disposition and your adjusted tax basis in the ordinary shares. Any gain or loss generally will be U.S. source gain or loss. If you are a non-corporate holder, and you satisfy certain minimum holding period requirements, any capital gain generally will be treated as long-term capital gain that generally is subject to U.S. federal income tax at preferential rates under current law. Long-term capital gains realized upon a sale or other disposition of the ordinary shares generally will be subject to U.S. federal income tax at the rate of 15%, increased to 20% on taxpayers with taxable income exceeding certain thresholds.

Unearned Income Medicare Tax

A 3.8% Medicare contribution tax will generally apply to all or some portion of net investment income of a U.S. Holder that is an individual with adjusted gross income that exceeds a threshold amount. Net investment income includes dividend income and realized capital gains.

U.S. Information Reporting and Backup Withholding

In general, if you are a non-corporate U.S. holder of our ordinary shares (or do not come within certain other exempt categories), information reporting requirements will apply to distributions paid to you and proceeds from the sale, exchange redemption or disposal of your ordinary shares. U.S. holders that are corporations generally are excluded from these information reporting and backup withholding tax rules.

Additionally, if you are a non-corporate U.S. holder of our ordinary shares (or do not come within certain other exempt categories) you may be subject to backup withholding at the current applicable rate with respect to such payments, unless you provide a correct taxpayer identification number (your social security number or employer identification number), and with respect to dividend payments, certify that you are not subject to backup withholding and otherwise comply with applicable requirements of the backup withholding rules. Generally, you will be required to provide such certification on Internal Revenue Service Form W-9 (“Request for Taxpayer Identification Number and Certification) or a substitute Form W-9.

If you do not provide your correct taxpayer identification number, you may be subject to penalties imposed by the Internal Revenue Service, as well as backup withholding. Backup withholding is not an additional tax. In general, any amount withheld under the backup withholding rules should be allowable as a credit against your U.S. federal income tax liability (which might entitle you to a refund), provided that you timely furnish the required information to the Internal Revenue Service.

Disclosure of Information with Respect to Foreign Financial Assets

Certain U.S. holders are required to report information with respect to their investment in our ordinary shares not held through a custodial account with a U.S. financial institution to the Internal Revenue Service. In general, U.S. taxpayers holding specified “foreign financial assets” (which generally would include our ordinary shares) with an aggregate value exceeding $50,000 will report information about those assets on new IRS Form 8938, which must be attached to the taxpayer’s annual income tax return. Higher asset thresholds apply to U.S. taxpayers who file a joint tax return or who reside abroad. Investors who fail to report required information could become subject to substantial penalties. You should consult your own tax advisor concerning the effect, if any, of holding your ordinary shares on your obligation to file new Form 8938.

U.S. State and Local Taxes

In addition to U.S. federal income tax, you may be subject to U.S. state and local taxes with respect to your ordinary shares. You should consult your own tax advisor concerning the U.S. state and local tax consequences of holding your ordinary shares.

Passive Foreign Investment Company

If we were a PFIC for any taxable year during which a taxable U.S. holder held ordinary shares, gain recognized by the U.S. holder on a sale or other disposition (including certain pledges) of the ordinary shares would be allocated ratably over the U.S. holder’s holding period for the ordinary shares. The amounts allocated to the taxable year of the sale or other disposition and to any year before we became a PFIC would be taxed as ordinary income. The amount allocated to each other taxable year would be subject to tax at the highest rate in effect for individuals or corporations, as appropriate, for that taxable year, and an interest charge would be imposed on the amount allocated to that taxable year. Further, to the extent that any distribution received by a U.S. holder on its ordinary shares exceeds 125% of the average of the annual distributions on the ordinary shares received during the preceding three years or the U.S. holder’s holding period, whichever is shorter, that distribution (an “excess distribution”) would be subject to taxation in the same manner as gain, described immediately above. Certain elections may be available that would result in alternative treatments (such as mark-to-market treatment) of the ordinary shares. In addition, each U.S. holder of a PFIC is required to file an annual report containing such information as the U.S. Department of the Treasury may require. If we were classified as a PFIC in any year with respect to which a U.S. holder owns ordinary shares, we would continue to be treated as a PFIC with respect to the U.S. holder in all succeeding years during which the U.S. holder owns ordinary shares, regardless of whether we continue to meet the tests described above. However, if we ceased to be a PFIC, a U.S. holder of our ordinary shares could avoid some of the adverse effects of the PFIC regime by making a deemed sale election with respect to our ordinary shares.

A U.S. holder that owns (or is deemed to own) shares in a PFIC during any taxable year of the U.S. holder, may have to file an IRS Form 8621 (whether or not a QEF or market-to market election is made) and such other information as may be required by the U.S. Treasury Department.

As a result of the disposition of all of our shareholdings in Plastec in October 2016 and based on the expected composition (and estimated values) of the assets and the nature of the income of us and our subsidiaries and our current plans of operation, we are expected to be treated as a PFIC in the near future. However, our actual PFIC status for any taxable year will not be determinable until after the end of such taxable year. Accordingly, there can be no assurance with respect to our status as a PFIC for our current taxable year or any subsequent taxable year. We urge U.S. investors to consult their own tax advisors regarding the possible application of the PFIC rules.

F. Dividends and Paying Agents

Not applicable.

G. Statement by Experts

Not applicable.

H. Documents on Display

We file annual or transition reports on Form 20-F and furnish certain reports and other information with the SEC as required by the Exchange Act in accordance with our status as a foreign private issuer. You may read and copy any report or other document filed or furnished by us, including the exhibits, at the SEC’s public reference room located at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Such materials can also be obtained on the SEC’s site on the internet at http://www.sec.gov.

We will also provide without charge to each person, including any beneficial owner, upon written or oral request of that person, a copy of any and all of the information that has been incorporated by reference in this Form 20-F. Please direct such requests to us, Attention Kin Sun Sze-To, c/o Unit 01, 21/F, Aitken Vanson Centre, 61 Hoi Yuen Road, Kwun Tong, Kowloon, Hong Kong.

I. Subsidiary Information

Not applicable.

ITEM 11.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

The disclosure set forth under “Market Risk ” in Item 5.A of this Form 20-F is incorporated herein by reference.

ITEM 12.

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES.

A. Debt Securities

Not applicable.

B. Warrants and Rights

Not applicable.

C. Other Securities

Not applicable.

D. American Depositary Shares

Our securities trade directly on U.S. markets and do not trade through the use of American depositary receipts.

PART II

ITEM 13.

DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES.

There has been no default in the payment of principal, interest or sinking or purchase fund installments, or any other default relating to indebtedness, nor has there been any arrearage in the payment of dividends on any class of our preferred shares or the preferred shares of our subsidiaries.

ITEM 14.

MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS.

On December 10, 2010, we held an extraordinary general meeting of our shareholders, at which our shareholders approved the merger and other related proposals, including proposals to amend our memorandum and articles to:

increase our authorized share capital to U.S.$101,000 divided into 100,000,000 ordinary shares of a par value of U.S.$0.001 each and 1,000,000 preferred shares of a par value of U.S.$0.001 each;

change our name from “GSME Acquisition Partners I” to “Plastec Technologies, Ltd.”; and

enable us to repurchase ordinary shares in order to facilitate the approval of the merger proposal and the conversion of shares in accordance with shareholders’ conversion rights and in certain other circumstances and provide for ordinary shares to be uncertificated if requested by a holder rather than requiring shares to be issued in certificated form.

Except for the foregoing, there have been no changes to the instruments defining the rights of the holders of any class of our registered securities, and the rights of holders of our registered securities have not been altered by the issuance or modification of any other class of our securities. There has been no removal or substitution of assets securing any class of our registered securities. None of our registered securities have a trustee or paying agent.

ITEM 15.

CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our principal executive officer and principal financial officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2016. Based upon their evaluation, they concluded that our disclosure controls and procedures were effective as of such date.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting of the Company. Our internal control over financial reporting is a process designed by, or under the supervision of, our principal executive officer and principal financial officer and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; provide reasonable assurance that transactions are recorded as necessary to permit preparation of our financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with the authorization of our board of directors and management; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

Our management assessed the effectiveness of our internal control over financial reporting as of the year ended December 31, 2016. In making this assessment, our management used the criteria set forth by theCommittee of Sponsoring Organizations of the Treadway Commission in Internal Control — Integrated Framework (2013). Based on management’s assessment and those criteria, our management believes that we maintained effective internal control over financial reporting as of December 31, 2016.

This Annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. An attestation report is not required pursuant to the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations of the SEC.

Changes in Internal Control over Financial Reporting

During the most recently completed fiscal year, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

ITEM 16A.

AUDIT COMMITTEE FINANCIAL EXPERT.

Since December 16, 2010, we have had a standing audit committee, now consisting of Joseph Yiu Wah Chow and Chung Wing Lai, with Joseph Yiu Wah Chow serving as chairman. Each is an independent director under the NASDAQ listing standards. The audit committee will at all times be composed exclusively of “independent directors” who are “financially literate” as defined under NASDAQ listing standards. The definition of “financially literate” generally means being able to read and understand fundamental financial statements, including a company’s balance sheet, income statement and cash flow statement. In addition, our board of directors has determined that Joseph Yiu Wah Chow satisfies the definition of financial sophistication under the NASDAQ listing standards and also qualifies as an “audit committee financial expert” as defined under rules and regulations of the SEC.

ITEM 16B.

CODE OF ETHICS.

In November 2009, our board of directors adopted a code of ethics that applies to our directors, officers and employees as well as those of our subsidiaries. We will provide to any person upon request, without charge, a copy of our code of ethics. Please direct such requests in writing to us, Attention Kin Sun Sze-To, c/o Unit 01, 21/F, Aitken Vanson Centre, 61 Hoi Yuen Road, Kwun Tong, Kowloon, Hong Kong.

ITEM 16C.

PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Our independent registered public accounting firm for the audit of our financial statements for the years ended December 31, 2016 and 2015 were Centurion ZD CPA Limited (formerly known as DCAW (CPA) Limited as successor to Dominic K. F. Chan & Co.) and Dominic K. F. Chan & Co., respectively.

The following table presents the aggregate fees for professional services and other services rendered by Centurion ZD CA Limited and Dominic K. F. Chan & Co., respectively, to us for the years ended December 31, 2016 and 2015:

	Fiscal Year Ended December 31,		Fiscal Year Ended December 31,
Service Category	2016		2015
Audit Fees	HK$	353,000	HK$	970,000
Audit-Related Fees	HK$	197,500	HK$	197,500
Tax Fees	HK$	—	HK$	—
All Other Fees	HK$	—	HK$	—
Total Fees	HK$	550,500	HK$	1,167,500

In the above tables, in accordance with the SEC’s definitions and rules, “audit fees” are fees for professional services for the audit and review of our annual financial statements, as well as the audit and review of our financial statements included in our registration statements filed under the Securities Act and issuance of consents and for services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements except those not required by statute or regulation; “audit-related fees” are fees for assurance and related services that were reasonably related to the performance of the audit or review of our financial statements, including attestation services that are not required by statute or regulation, due diligence and services related to acquisitions; “tax fees” are fees for tax compliance, tax advice and tax planning; and “all other fees” are fees for any services not included in the first three categories.

Pre-Approval Policies and Procedures

Our audit committee of the board of directors pre-approves all audit, audit-related and non-audit services not prohibited by law to be performed by our independent auditors and associated fees prior to the engagement of the independent auditor with respect to such services.

ITEM 16D.

EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES.

Our securities are not listed on a national securities exchange.

ITEM 16E.

PURCHASE OF SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS.

In November 2011, our board of directors approved a $5 million share repurchase program expiring initially in June 2012, which was extended twice through December 9, 2013 and expanded to cover public warrants. Under the 2011 Repurchase Program, we could make repurchases of shares and public warrants from time to time in open market or in privately negotiated transactions. The timing of repurchases under the 2011 Repurchase Program was dependent on a variety of factors, including price and market conditions prevailing from time to time. The 2011 Repurchase Program was completed on September 25, 2013. On the same date, we announced a new $5 million repurchase plan approved by our board of directors to cover repurchases of shares and public warrants from time to time in open market or in privately negotiated transactions through September 25, 2014. On May 13, 2014, we announced expansion of the scope of the 2013 Repurchase Program to include our units, with all other terms thereunder remained unchanged. On August 11, 2014, we announced a 12-month extension of the 2013 Repurchase Program (as expanded) through September 25, 2015. On August 6, 2015, we announced a further 12-month extension of the 2013 Repurchase Program (as expanded) through September 25, 2016, under which period, all warrants (insider or public) expired on November 18, 2014. On August 5, 2016, we announced a further 12-month extension of the 2013 Repurchase Program (as expanded) through September 25, 2017. The timing of repurchases under the 2013 Repurchase Program would depend on a variety of factors, including price and market conditions prevailing from time to time, and the program may be suspended, modified or discontinued without notice at any time.

We made no repurchases of our securities during the period covered by this Form 20-F. The approximate dollar value of securities that may be purchased under our current repurchase program stood at $1,431,918 as of the date of this Form 20-F.

ITEM 16F.

CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT.

Not Applicable.

ITEM 16G.

CORPORATE GOVERNANCE.

Our securities are not listed on a national securities exchange.

ITEM 16H.

MINE SAFETY DISCLOSURES.

Not applicable.

PART III

ITEM 17.

FINANCIAL STATEMENTS.

We have provided financial statements pursuant to Item 18.

ITEM 18.

FINANCIAL STATEMENTS.

PLASTEC TECHNOLOGIES, LTD.

Consolidated Financial Statements

For the Years Ended December 31, 2016, 2015 And 2014

CONTENT

	Page

Report of Independent Registered Public Accounting Firm	F-1

Consolidated Balance Sheets	F-2

Consolidated Statements of Operations and Comprehensive Income	F-3 to F-4

Consolidated Statements of Shareholders’ Equity	F-5

Consolidated Statements of Cash Flows	F-6

Notes to Consolidated Financial Statements	F-7 to F-24

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

Plastec Technologies, Ltd.

We have audited the accompanying consolidated balance sheets of Plastec Technologies, Ltd. (the “Company”) and its subsidiaries (where the context permits, references to the “Company” below shall include references to its subsidiaries collectively as the “Group”) as of December 31, 2016, and 2015, and the related consolidated statements of operations, comprehensive income, shareholders’ equity and, and cash flows each of the years in the three-year period ended December 31, 2016. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company and its subsidiaries as of December 31, 2016 and 2015, and the consolidated results of their operations and cash flows for each of the years in the three-year period ended December 31, 2016, in conformity with accounting principles generally accepted in the United States of America.

/s/ Centurion ZD CPA Limited

(formerly known as DCAW (CPA) Limited as successor to

Dominic K.F. Chan & Co.)

Certified Public Accountants

Hong Kong

Date: 19 April, 2017

F-1

PLASTEC TECHNOLOGIES, LTD.

CONSOLIDATED BALANCE SHEETS

(Hong Kong dollars in thousands, except number of shares, per share data and unless otherwise stated)

	December 31,		December 31,
	2015		2016
	HK$		HK$

ASSETS

Current assets
Cash and cash equivalents		311,665		486,222
Deposits, prepayment and other receivables (note 4)		4,479		4,833
Consideration receivable (note 5)		-		131,686
Current assets of discontinued operations (note 3)		618,374		-
Total current assets		934,518		622,741

Property, plant and equipment, net (note 6)		145,715		153,782
Prepaid lease payments, net (note 7)		18,165		16,638
Intangible assets		438		438
Non-current assets of discontinued operations (note 3)		204,036		-
Total assets		1,302,872		793,599

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current liabilities
Other payables and accruals (note 8)		10,488		6,138
Tax payable		4,103		5,837
Current liabilities of discontinued operations (note 3)		347,595		-
Total current liabilities		362,186		11,975

Total liabilities		362,186		11,975

Commitments and contingencies (note 11)		-		-

Shareholders’ equity
Ordinary shares (U.S.$0.001 par value; 100,000,000 authorized, 12,938,128 and 12,938,128 shares issued and outstanding as of December 31 2015 and 2016, respectively)		101		101
Additional paid-in capital		26,049		26,049
Accumulated other comprehensive income		7,599		(5,891	)
Retained earnings		906,937		761,365
Total shareholders’ equity		940,686		781,624

Total liabilities and shareholders’ equity		1,302,872		793,599

See accompanying notes to consolidated financial statements.

F-2

PLASTEC TECHNOLOGIES, LTD.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(Hong Kong dollars in thousands, except number of shares, per share data and unless otherwise stated)

	Year ended December 31,			Year ended December 31,			Year ended December 31,
	2014			2015			2016
	HK$			HK$			HK$

Revenues		-			-			-

Operating (expenses)/income, net
Selling, general and administrative expenses		(20,022	)		(27,812	)		(18,946	)
Other income		23,907			25,161			23,874
Gain on disposal of property, plant and equipment		122			-			545
Gain on disposal of subsidiary		29,125			-			-
Total operating (expenses)/income, net		33,132			(2,651	)		5,473

Income/(loss) from operations		33,132			(2,651	)		5,473

Interest income		963			1,028			1,276
Income/(loss) before income tax expense		34,095			(1,623	)		6,749

Income tax expense from continuing operations (note 9)		(3,169	)		(294	)		(1,241	)
Net income/(loss) from continuing operations attributable to the Company’s shareholders		30,926			(1,917	)		5,508

Discontinued operations (note 3):
Net income from discontinued operations (including gain of HK$540,921 upon the disposal in the year ended December 31, 2016)		157,206			163,204			717,721
Income tax expenses from discontinued operations		(20,311	)		(29,952	)		(31,187	)

Net income from discontinued operations attributable to the Company’s shareholders		136,895			133,252			686,534

Net income attributable to the Company’s shareholders		167,821			131,335			692,042

Other comprehensive income:
Foreign currency translation adjustment		(7,764	)		(2,538	)		(13,490	)
Comprehensive income attributable to the Company’s shareholders		160,057			128,797			678,552

F-3

PLASTEC TECHNOLOGIES, LTD.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (CONTINUED)

(Hong Kong dollars in thousands, except number of shares, per share data and unless otherwise stated)

	Year ended December 31,		Year ended December 31,			Year ended December 31,
	2014		2015			2016
	HK$		HK$			HK$

Net income per share (note 10):

Weighted average number of ordinary shares
Continuing operations		12,938,128		12,938,128			12,938,128
Discontinued operations		12,938,128		12,938,128			12,938,128

Weighted average number of diluted ordinary shares
Continuing operations		12,938,128		12,938,128			12,938,128
Discontinued operations		12,938,128		12,938,128			12,938,128

Basic income per share attributable from
Continuing operations	HK$	2.39	HK$	(0.15	)	HK$	0.44
Discontinued operations	HK$	10.61	HK$	10.35		HK$	53.06

Diluted income per share attributable from
Continuing operations	HK$	2.39	HK$	(0.15	)	HK$	0.44
Discontinued operations	HK$	10.61	HK$	10.35		HK$	53.06

See accompanying notes to consolidated financial statements.

F-4

PLASTEC TECHNOLOGIES, LTD.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(Hong Kong dollars in thousands, except number of shares, per share data and unless otherwise stated)

	Ordinary shares							Accumulated
	Number of shares outstanding		Amount		Additional paid-in capital			other comprehensive income			Retained earnings			Shareholders’ equity
			HK$		HK$			HK$			HK$			HK$

Balance at January 1, 2014		12,938,128		101		26,455			17,901			759,157			803,614

Net income for the year		-		-		-			-			167,821			167,821
Dividend paid		-		-		-			-			(30,275	)		(30,275	)
Warrants repurchases		-		-		(406	)		-			-			(406	)
Cumulative translation adjustment		-		-		-			(7,764	)		-			(7,764	)

Balance at December 31, 2014 and at January 1, 2015		12,938,128		101		26,049			10,137			896,703			932,990

Net income for the year		-		-		-			-			131,335			131,335
Dividend paid		-		-		-			-			(121,101	)		(121,101	)
Cumulative translation adjustment		-		-		-			(2,538	)		-			(2,538	)

Balance at December 31, 2015 and at January 1, 2016		12,938,128		101		26,049			7,599			906,937			940,686

Net income for the year		-		-		-			-			692,042			692,042
Dividend paid		-		-		-			-			(837,614	)		(837,614	)
Cumulative translation adjustment		-		-		-			(13,490	)		-			(13,490	)

Balance at December 31, 2016		12,938,128		101		26,049			(5,891	)		761,365			781,624

See accompanying notes to consolidated financial statements.

F-5

PLASTEC TECHNOLOGIES, LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Hong Kong dollars in thousands, except number of shares, per share data and unless otherwise stated)

	Year ended December 31,			Year ended December 31,			Year ended December 31,
	2014			2015			2016
	HK$			HK$			HK$

Operating activities
Net income		167,821			131,335			692,042
Less: Net income from discontinued operations		(136,895	)		(133,252	)		(686,534	)
Net income/(loss) from continuing operations		30,926			(1,917	)		5,508
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		7,276			8,366			8,772
Net gain on disposal of property, plant and equipment		(122	)		-			(545	)
Gain on disposal of a subsidiary		(29,125	)		-			-
Changes in operating assets and liabilities:
Trade receivables		12,546			-			-
Deposits, prepayment and other receivables		3,607			(3,451	)		(144	)
Trade payables		(989	)		-			-
Other payables and accruals		(5,101	)		6,430			(19,802	)
Tax payables		5,286			639			1,664
Subsidiaries		7,351			(636	)		-
Net cash provided by/(used in) continuing operations		31,655			9,431			(4,547	)
Net cash provided by discontinued operations		224,566			232,256			196,478
Net cash provided by operating activities		256,221			241,687			191,931

Investing activities
Purchase of property, plant and equipment		(133,239	)		(23,809	)		-
Proceeds from disposal of property, plant and equipment		414			-			545
Sale proceeds from disposal of a subsidiary (net of cash disposed of HK$314,079 for the year 2016)		43,015			-			703,363
Net cash (used in)/provided by continuing operations		(89,810	)		(23,809	)		703,908
Net cash provided by/(used in) discontinued operations		89,442			(126,628	)		(28,059	)
Net cash (used in)/provided by investing activities		(368	)		(150,437	)		675,849

Financing activities
Repurchases of shares/warrants		(406	)		-			-
Dividend income from subsidiaries		344,000			-			-
Dividends paid		(30,275	)		22,899			(837,614	)
Net cash provided by/(used in) continuing operations		313,319			22,899			(837,614	)
Net cash used in discontinued operations		(381,782	)		(164,777	)		(5,815	)
Net cash used in financing activities		(68,463	)		(141,878	)		(843,429	)

Net increase/(decrease) in cash and cash equivalents		187,390			(50,628	)		24,351

Effect of exchange rate changes on cash and cash equivalents		(7,764	)		(2,538	)		(13,490	)
Cash and cash equivalents, beginning of year		348,901			528,527			475,361
Cash and cash equivalents, end of year		528,527			475,361			486,222
Less: cash and cash equivalents from discontinued operations		(224,411	)		(163,696	)		-
Cash and cash equivalents, end of year from continuing operations		304,116			311,665			486,222

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest (income)/paid, net		(963	)		1,207			731
Income taxes paid/(refund)		(2,117	)		345			(424	)

SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITY:
Consideration receivable		-			-			131,686

See accompanying notes to consolidated financial statements.

F-6

PLASTEC TECHNOLOGIES, LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Hong Kong dollars in thousands, except number of shares, per share data and unless otherwise stated)

Organization and Business Background

Plastec Technologies, Ltd. (“Company”) (formerly known as “GSME Acquisition Partners I”), incorporated under the laws of Cayman Islands on March 27, 2008, and its subsidiaries (where the context permits, references to the “Company” below shall include references to its subsidiaries collectively as a group) had principally been engaged in the provision of integrated plastic manufacturing services from mold design and fabrication, plastic injection manufacturing to secondary-process finishing as well as parts assembly.The Company’s manufacturing activities had been performed in the People’s Republic of China (the “PRC” or “China”) and Thailand during the years 2014 and 2015. The selling and administrative activities had mainly been performed in China.

On November 14, 2015, the Company entered into a Share Transfer Agreement (the “Agreement”) with Shanghai Yongli Belting Co., Ltd. (“SYB”) and its wholly-owned subsidiary, Shanghai Yongjing Investment Management Co., Ltd. (“SYIM”). Pursuant to the Agreement, SYIM was to purchase, through a wholly-owned Hong Kong subsidiary (the “HK Subsidiary”), the entirety of the Company’s shareholding interests in its then wholly-owned subsidiary, Plastec International Holdings Limited (“PIHL”) alongside the latter’s subsidiaries (collectively, “PIHL Group”), for an aggregate purchase price of RMB 1,250,000,000 (or US$195,312,500), in cash (the “Transfer Price”) subject to terms and conditions thereof.

The disposal represents a strategic shift and has a major effect on the Group’s results of operations. Accordingly, assets and liabilities, revenues and expenses, and cash flows related to the disposed business lines have been reclassified in the accompanying consolidated financial statements as discontinued operations for all periods presented. The consolidated balance sheets as of December 31, 2015, the consolidated statements of operations and comprehensive income and the consolidated statements of cash flows for the years ended December, 2014 and 2015 are adjusted retrospectively to reflect this change.

The disposal of PIHL was completed on 11 October, 2016. As a result, the Company no longer owns PIHL. Thereafter, the Company’s only operations have generally been, or will be, to complete certain construction project currently under way, collect rental income from certain property the Company owns and is being leased to one of PIHL’s subsidiaries and explore other investment opportunities.

As of December 31, 2016, details of the Company’s subsidiaries are as follows:

Name	Date of incorporation/ establishment	Place of incorporation/ registration and operation	Percentage of equity interest attributable to the Company	Principal activities

Allied Sun Corporation Limited 盟暉有限公司	August 20, 2008	Hong Kong	100%	Dormant

Broadway Manufacturing Company Limited	August 17, 2005	BVI	100%	Property investment

Ever Ally Developments Limited 永協發展有限公司	January 30, 2015	BVI	100%	Investment holding

Kai Ping Broadway Mold Tech Co., Limited 开平市百汇模具科技有限公司	June 16, 2015	PRC	100%	Dormant

Sun Line Industrial Limited 新麗工業有限公司	April 27, 1993	Hong Kong	100%	Dormant

Sun Ngai Spraying and Silk Print Co., Ltd.	July 25, 1995	BVI	100%	Dormant

Sun Ngai Spraying and Silk Print (HK) Co., Limited 新藝噴油絲印(香港)有限公司	March 22, 2006	Hong Kong	100%	Dormant

Sun Terrace Industries Limited	March 2, 2004	BVI	100%	Investment holding

Viewmount Developments Ltd.	November 12, 2013	BVI	100%	Investment holding

F-7

PLASTEC TECHNOLOGIES, LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Hong Kong dollars in thousands, except number of shares, per share data and unless otherwise stated)

Organization and Business Background - Continued

The Merger Transaction with Plastec International Holdings Limited

On March 27, 2008, the Company was established as a special purpose acquisition company whose objective was to consummate an acquisition, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses located in the PRC.

On August 6, 2010, the Company entered into an Agreement and Plan of Reorganization (the “Merger Agreement”) with GSME Acquisition Partners I Sub Limited (“GSME Sub”), Plastec International Holdings Limited (“PIHL”) and all former shareholders of PIHL (“PIHL Shareholders”) (together, the “Parties”). Upon the consummation of the transactions contemplated by the Merger Agreement, GSME Sub was to be merged with and into PIHL, with PIHL surviving as a wholly-owned subsidiary of the Company (the “Merger”). The PIHL Shareholders were then entitled to receive up to an aggregate of 16,948,053 ordinary shares, par value U.S.$0.001 per share, of the Company.

On September 13, 2010, in connection with the Merger, the Parties entered into an Amended and Restated Agreement and Plan of Reorganization (the “Amended and Restated Merger Agreement”) to, amongst other matters, revise the terms of the merger consideration to be paid to the PIHL Shareholders. Pursuant to the Amended and Restated Merger Agreement, upon consummation of the Merger, the PIHL Shareholders became entitled to receive up to an aggregate of 16,778,571 ordinary shares of the Company, of which 7,054,583 shares were issued to the PIHL Shareholders on the closing of the Merger and the remaining of up to 9,723,988 shares (2,944,767, 3,389,610 and 3,389,611 shares for 2011, 2012 and 2013 respectively) (the “Earnout Shares”) would have been issued to the PIHL Shareholders, if PIHL had net income as defined in the Amended and Restated Merger Agreement in the following amounts for the indicated years ending April 30 below:

Year ending April 30,	Net Income
	HK$

2011		130,700
2012		176,000
2013		250,000

At the Special Meeting held on December 10, 2010, the merger proposal was approved by the shareholders. On December 16, 2010, the Company consummated the transactions contemplated by the Amended and Restated Merger Agreement, pursuant to which, amongst other things, PIHL became a wholly owned subsidiary of the Company (the “Merger Transaction”). The Merger Transaction was accounted for as a reverse acquisition with PIHL being considered the accounting acquirer in the Merger.

The completion of the Merger enabled the PIHL Shareholders to obtain a majority voting interest in the Company. Generally accepted accounting principles in the United States require that a company whose shareholders retain the majority interest in a combined business be treated as the acquirer for accounting purposes. Accordingly, the aforementioned Merger Transaction was accounted for as a reverse acquisition of a private operating company (PIHL) with a non-operating public company (the Company) with significant amount of cash. The reverse acquisition process utilized the capital structure of the Company and the assets and liabilities of PIHL were recorded at historical cost. The transaction was recorded as a recapitalization of PIHL and thus was reflected retrospectively in PIHL’s historical financial statements. Although PIHL was deemed to be the accounting acquirer for financial accounting and reporting purposes, the legal status of PIHL as the surviving company did not change.

Under the reverse acquisition accounting, the historical consolidated financial statements of the Company for the periods prior to December 16, 2010 were those of PIHL and its subsidiaries. Since PIHL was deemed as accounting acquirer, PIHL’s fiscal year replaced the Company’s fiscal year. The fiscal year end changed from October 31 to April 30. The financial statements of the Company reflected the aforementioned Merger Transaction in the consolidated statement of shareholders’ equity through a line of “Recapitalization in connection with the reverse merger” to present the net assets of the Company as of December 16, 2010. The net assets of the Company as of December 16, 2010 were as follows:

Net assets acquired:	HK$

Cash		58,160
Accounts payable and accrued liabilities		(1,524	)

		56,636

On April 30, 2011, the Parties entered into an amendment to the Amended and Restated Merger Agreement to remove the provisions of Earnout Shares and issued an aggregate of 7,486,845 ordinary shares of the Company to the PIHL Shareholders on April 30, 2011.

F-8

PLASTEC TECHNOLOGIES, LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Hong Kong dollars in thousands, except number of shares, per share data and unless otherwise stated)

Organization and Business Background - Continued

Purchase of securities by the issuer

Prior to November 2011, the Company had no plans or programs for the purchase of its outstanding securities. However, in connection with the Merger, holders of 2,615,732 of the Company public shares elected to exercise their conversion rights (for a description of these rights, see the IPO Prospectus and the Merger Proxy Statement) and, upon the closing of the Merger, such shares were converted into an average U.S. $10.30 (including proceeds that were originally to be from a letter of credit provided by Cohen & Company Securities, LLC but were ultimately paid by Company) in cash and were cancelled. Under Cayman Islands law, such conversions are technically considered “repurchases.”

In November 2011, the board of directors of Company approved a U.S.$5 million share repurchase program expiring initially in June 2012 but which was extended twice through December 2013 and expanded to cover publicly held warrants (“2011 Repurchase Program”). Under the 2011 Repurchase Program, the Company was permitted to make repurchases of ordinary shares and publicly held warrants from time to time in open market or in privately negotiated transactions. The timing of repurchases under this program was dependent on a variety of factors, including price and market conditions prevailing from time to time. The 2011 Repurchase Program was completed on September 25, 2013. On the same date, the Company announced a new U.S.$5 million repurchase plan (“2013 Repurchase Program”) approved by the board of directors of the Company to cover repurchases of ordinary shares and publicly held warrants from time to time in open market or in privately negotiated transactions through September 25, 2014.In May 2014, the Company announced expansion of the scope of the 2013 Repurchase Program to include the Company’s units (under ticker “PLTEF”), with all other terms of the 2013 Repurchase Program remained unchanged. In August 2014, the Company announced a 12-month extension of the 2013 Repurchase Program (as expanded) through September 25, 2015. In August 2015, the Company announced a further 12-month extension of the 2013 Repurchase Program (as expanded) through September 25, 2016, under which period, all warrants, insider or public, expired on November 18, 2014. In August 2016, the Company announced a further 12-month extension of the 2013 Repurchase Program (as expanded) through September 25, 2017.The timing of repurchases under the 2013 Repurchase Program will depend on a variety of factors, including price and market conditions prevailing from time to time, and the program may be suspended, modified or discontinued without notice at any time.

The following table summarizes the Company’s repurchases of securities under the 2011 and 2013 Repurchase Programs:

Period*	Total number of publicly held warrants purchased as part of the publicly announced repurchase plans		Total number of ordinary shares purchased as part of the publicly announced repurchase plans		Total number of units purchased as part of the publicly announced repurchase plans
February 2012		-		4,000		-
June 2012		-		60,675		-
January 2013		-		600,000		-
June 2013		80,000		94,100		-
August 2013		5,000		-		-
September 2013		-		73,990		-
October 2013		-		586,010		-
August 2014		547,600		-		-

* Each period covers the full calendar month indicated. There were no repurchases made in omitted months. Repurchases for September 2013 and earlier months were under the 2011 Repurchase Program. Repurchases for October 2013 onward were under the 2013 Repurchase Program. As of the date hereof, the approximate dollar value of securities that may be purchased under the Company’s current repurchase program stood at U.S.$1,431,918.

In addition to the purchases made pursuant to the 2011 and 2013 Repurchase Programs, the Company also repurchased 1,570,000 ordinary shares held by Sun Yip Industrial Company Limited, an entity controlled by Mr. Sze-To, pursuant to a purchase agreement on December 1, 2011 at a price of U.S.$7.5 per share or approximately U.S.$11.8 million in cash, which shares were cancelled.

Further, pursuant to the mandatory redemption terms of an escrow agreement (as amended on December 16, 2011), a total of 806,293 ordinary shares held in escrow on account of the Company’s initial shareholders were automatically repurchased by the Company at the close of business on March 16, 2012 for an aggregate consideration of U.S.$0.01, which redeemed shares were likewise cancelled.

F-9

PLASTEC TECHNOLOGIES, LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Hong Kong dollars in thousands, except number of shares, per share data and unless otherwise stated)

Summary of Significant Accounting Policies

Principles of consolidation

The consolidated financial statements, prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”), include the assets, liabilities, revenues, expenses and cash flows of all subsidiaries. All significant intercompany balances, transactions and cash flows are eliminated on consolidation.

Discontinued operations

A disposal of a component of an entity or a group of an entity shall be reported in discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations. Classification as a discontinued operations occurs upon disposal or when the operation meets the criteria to be classified as held for sale, if earlier. Where an operation is classified as discontinued, a single amount is presented on the face of the consolidated statements of operations and comprehensive income. The amount of total current assets, total non-current assets, total current liabilities and total non-current liabilities are presented separately on the consolidated balance sheets.

Foreign currency translation

The functional currency of the Company is United States Dollar. The functional currency of the subsidiaries other than the subsidiaries in the PRC is Hong Kong dollar. The subsidiaries in the PRC have their local currency, Renminbi, as their functional currencies.

In the individual financial statements of the consolidated entities, foreign currency transactions are translated into the functional currency of the individual entity using the exchange rates prevailing at the dates of the transactions. At the reporting date, monetary assets and liabilities denominated in foreign currencies are translated at the foreign exchange rates ruling at the reporting date. Foreign exchange gains and losses resulting from the settlement of such transactions and from the reporting date retranslation of monetary assets and liabilities are recognized in the consolidated statement of income. Aggregate net foreign currency transaction gain (loss) were (HK$3,261), HK$1,564 and HK$3,670 for the years ended December 31, 2014, 2015 and 2016, respectively.

Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on the date when the fair value was determined and are reported as part of the fair value gain or loss. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

In the consolidated financial statements, all individual financial statements originally presented in a currency different from the Company’s reporting currency have been converted into Hong Kong dollars. Assets and liabilities have been translated into Hong Kong dollars at the closing rates at the reporting date. Income and expenses have been converted into the Hong Kong dollars at the exchange rates ruling at the transaction dates, or at the average rates over the reporting period provided that the exchange rates do not fluctuate significantly. Any differences arising from this procedure have been recognized in other comprehensive income and accumulated separately in the shareholders’ equity.

Use of estimates

The preparation of consolidated financial statements in conformity with the US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. The most significant estimates relate to allowances for doubtful accounts, inventory valuation, useful lives of property, plant and equipment, valuation allowance for deferred tax assets and contingencies. Actual results could differ from those estimates made by management.

Cash and cash equivalents

Cash and cash equivalents include cash at bank and in hand and demand deposits with banks with original maturities of three months or less that are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value.

Allowance for doubtful account

The Company regularly monitors and assesses the risk of not collecting amounts owed to the Company by debtors. This evaluation is based upon a variety of factors including: ongoing credit evaluations of its debtors’ financial condition, an analysis of amounts current and past due along with relevant history and facts particular to the debtors. Other receivables are written off if reasonable collection efforts are not successful.

F-10

PLASTEC TECHNOLOGIES, LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Hong Kong dollars in thousands, except number of shares, per share data and unless otherwise stated)

Summary of Significant Accounting Policies - Continued

Property, plant and equipment

Property, plant and equipment, other than construction in progress, are stated at acquisition cost less accumulated depreciation and impairment losses. The cost of an asset comprises its purchase price and any directly attributable costs of bringing the asset to its working condition and location for its intended use.

Depreciation is provided to write off the cost less their residual values over their estimated useful lives, using the straight-line method, at the following rates per annum:

Buildings	4	%
Furniture, fixtures and equipment	20%-33.33	%
Computer equipment	33.33%-50	%
Motor vehicles	20	%

The assets’ estimated residual values, depreciation methods and estimated useful lives are reviewed, and adjusted if appropriate, at each reporting date.

Construction in progress represents assets in the course of construction for production or for its own use purpose. It is stated at cost less any impairment loss and is not depreciated. Cost includes direct costs incurred during the periods on construction, installation and testing plus interest charges arising from borrowings used to finance these assets during the construction period, if any. Construction in progress is reclassified to the appropriate category of property, plant and equipment and depreciation commences when the construction work is completed and the asset is ready for use.

The gain or loss arising on retirement or disposal is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognized in the consolidated statement of income.

All other costs, such as repairs and maintenance are charged to the operations during the financial period in which they are incurred.

Land use rights

Land use rights are stated at fair value less accumulated amortisation and accumulated impairment losses, if any.

Cost represents consideration paid for the rights to use the land on which various plants and buildings are situated for periods of the lease. Amortisation of land use rights is calculated on a straight-line basis over the periods of the lease.

Prepaid lease payments

Upfront payments made to acquire land held under an operating lease are stated at costs less accumulated amortization and any accumulated impairment losses. The determination if an arrangement is or contains a lease and the lease is an operating lease is detailed as below. Amortization is calculated on a straight line basis over the term of the lease/right of use except where an alternative basis is more representative of the time pattern of benefits to be derived by the Company from use of the land.

Leases

Lease payments for operating leases, where substantially all of the risks and benefits remain with the lessor, are charged as expenses on a straight-line basis over the life of the lease term.

Impairment of long-lived assets

The Company periodically evaluates the carrying value of long-lived assets to be held and used when events and circumstances warrant such a review. The carrying value of a long-lived asset is considered impaired when the anticipated undiscounted cash flow from such asset is separately identifiable and is less than its carrying value. In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair market value of the long-lived asset. Fair market value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risk involved. Losses on long-lived assets to be disposed of are determined in a similar manner, except that fair market values are reduced for the cost to dispose.

Intangible asset

Intangible asset consist of acquired golf club membership. Intangible asset with an indefinite useful life is not amortized.

F-11

PLASTEC TECHNOLOGIES, LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Hong Kong dollars in thousands, except number of shares, per share data and unless otherwise stated)

Summary of Significant Accounting Policies - Continued

Fair value of financial instruments

The Company has no financial instruments that are measured at fair value.

The carrying amounts of cash and cash equivalents, short term bank deposits, accounts receivable and accounts payable, approximate their fair value due to the short-term maturities of such instruments.

Revenue recognition

Rental income receivable under operating leases is recognized in profit or loss in equal instalments over the periods covered by the lease term, except where an alternative basis is more representative of the pattern of benefits to be derived from the use of the leased assets. Lease incentives granted are recognized in profit or loss as an integral part of the aggregate net lease payments receivable.

Comprehensive income

The Company presents comprehensive income in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 220 “Comprehensive Income”. FASB ASC 220 states that all items that are required to be recognized under accounting standards as components of comprehensive income be reported in the consolidated financial statements. The components of comprehensive income were the net income for the periods and the foreign currency translation adjustments.

Shipping and handling cost

The Group did not have shipping and handling cost for the years ended December, 2014, 2015 and 2016.

Borrowing cost

All other borrowing costs are expensed when incurred.

Income taxes

The Company accounts for income taxes in accordance with FASB ASC 740 “Income taxes”, which requires an entity to recognize deferred tax assets and liabilities using the asset and liability method. Under this method, deferred income taxes are recognized for all temporary differences at enacted rates and classified as current or non-current based upon the classification of the related asset or liability in the consolidated financial statements. A valuation allowance is provided to reduce the amount of deferred tax assets if it is considered more likely than not that some portion of, or all, the deferred tax asset will not be realized.

FASB ASC 740 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements, and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. It also provides accounting guidance on de-recognition, classification, interest or penalties, accounting in interim periods, disclosure and transition. Interest and penalties from tax assessments, if any, are included in income taxes in the consolidated statement of income.

Post-retirement and post-employment benefits

The Company’s Hong Kong former subsidiaries contributed to a defined contribution retirement benefit plan under the Mandatory Provident Fund Schemes Ordinance for all of its Hong Kong employees who were eligible to participate in the Mandatory Provident Fund (“MPF”) Scheme. Contributions were made based on a percentage of the employees’ basic salaries.

The employees of the Company’s former subsidiaries which operated in the PRC were required to participate in a central pension schemes operated by the local municipal governments, respectively. PRC subsidiaries are required to contribute certain percentage of its payroll costs to the central pension scheme.

Contributions are recognized as an expense in consolidated statement of income as employees render services during the period. The Company's obligations under these plans are limited to the fixed percentage contributions payable.

F-12

PLASTEC TECHNOLOGIES, LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Hong Kong dollars in thousands, except number of shares, per share data and unless otherwise stated)

Summary of Significant Accounting Policies – Continued

Earning per share

Basic net income per share is computed by dividing net income available to ordinary shares by the weighted average number of ordinary sharesoutstanding during the period. Diluted net income per share gives effect to all dilutive potential ordinary shares outstanding during the period. The weighted average number of ordinary shares outstanding is adjusted to include the number of additional ordinary sharesthat would have been outstanding if the dilutive potential ordinary shareshad been issued. In computing the dilutive effect of potential ordinary shares, the average stock price for the period is used in determining the number of treasury shares assumed to be purchased with the proceeds from the exercise of derivative securities.

Dividends

Dividends are recorded in the period in which they are approved by the Company’s Board of Directors.

Operating segment

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The executive directors are the chief operating decision maker, responsible for allocating resources and assessing performance of the group’s various lines of geographical.

Contingencies

From time to time, the Company is subject to claims arising in the conduct of its business, including claims relating to employees and public authorities. In determining whether liabilities should be recorded for pending litigation claims, an assessment of the claims is made and the likelihood that the Company will be able to defend itself successfully against such claims is evaluated. When it is believed probable that the Company will not prevail in a particular matter, an estimate is made of the amount of liability based, in part, on advice of legal counsel.

Recent accounting pronouncements adopted

In April 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Updates (“ASU”) 2014-08 which amends to change the criteria for reporting discontinued operations while enhancing disclosures in this area. It also addresses sources of confusion and inconsistent application related to financial reporting of discontinued operations guidance in U.S. GAAP.

Under the new guidance, only disposals representing a strategic shift in operations should be presented as discontinued operations. Those strategic shifts should have a major effect on the organization’s operations and financial results. Examples include a disposal of a major geographic area, a major line of business, or a major equity method investment.

In addition, the new guidance requires expanded disclosures about discontinued operations that will provide financial statement users with more information about the assets, liabilities, income, and expenses of discontinued operations.

The new guidance also requires disclosure of the pre-tax income attributable to a disposal of a significant part of an organization that does not qualify for discontinued operations reporting. This disclosure will provide users with information about the ongoing trends in a reporting organization’s results from continuing operations. The amendments in the ASU are effective in the first quarter of 2015 for public organizations with calendar year ends. Early adoption is permitted. The effects of the pronouncement have been reflected in the consolidated financial statements.

Recently issued accounting pronouncements not yet adopted

Going Concern: In August 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, which defines management’s responsibility to assess an entity’s ability to continue as a going concern, and to provide related footnote disclosures if there is substantial doubt about its ability to continue as a going concern. The pronouncement is effective for annual report beginnings ending after December 15, 2016 with early adoption permitted. The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial statements.

Recognition and Measurement of Financial Assets and Financial Liabilities: In January 2016, the FASB issued ASU 2016-01—Recognition and Measurement of Financial Assets and Financial Liabilities. The amendment addresses various aspects of the recognition, measurement, presentation, and disclosure for financial instruments. This amendment will be effective for the interim and annual period beginning after December 31, 2017. Early adoption by public entities is permitted only for certain provisions. The Company is currently in the process of evaluating the impact of adoption of this ASU on the Company's consolidated financial statements.

F-13

PLASTEC TECHNOLOGIES, LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Hong Kong dollars in thousands, except number of shares, per share data and unless otherwise stated)

Summary of Significant Accounting Policies – Continued

Recently issued accounting pronouncements

Leases:In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The guidance supersedes existing guidance on accounting for leases with the main difference being that operating leases are to be recorded in the statement of financial position as right-of-use assets and lease liabilities, initially measured at the present value of the lease payments. For operating leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election not to recognize lease assets and liabilities. For public business entities, the guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application of the guidance is permitted. The Company is currently evaluating the impact of the adoption of the new lease accounting guidance on its consolidated financial statements.

Cash Flows: In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230) to require amounts generally described as restricted cash and restricted cash equivalents be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The amendments are effective January 1, 2019, and for interim periods within that year. Early adoption is permitted. The Company will adopt ASU 2016-18 in its future consolidated financial statements.

Discontinued Operations

The disposal of PIHL Group described in Note 1 was completed on 11 October, 2016.

The Share Transfer Agreement (the “Agreement”) also contains an earnout structure. Subject to terms and conditions thereof, Remaining Amount (as the capitalized term is defined in the Agreement), capped at RMB375 Million in the aggregate, shall be paid to the Company in the event that the audited net profit of PIHL (after deducting all non-recurring gains and losses and on a consolidated basis) for the fiscal years of 2016, 2017 and 2018 shall be no less than HK$161,211, HK$177,088 and HK$195,408, respectively.

The disposal represents a strategic shift and has a major effect on the Group’s results of operations. The disposed entities are accounted as discontinued operations in the consolidated financial statements for the years ended December 31, 2014, 2015 and 2016. A gain of HK$540,921 was recognized on the disposal including in net income from discontinuing operation, which is determined based on the total consideration of HK$1,149,128 equivalent.

The financial results of the disposed business lines are set out below. Based on the Group’s management accounts, the assets, liabilities as of December 31, 2015 the revenues and expenses for the years ended December 31, 2014 and 2015 have been reclassified as discontinued operations to retrospectively reflect the changes.

Carrying amounts of assets disposed

	December 31,
	2015
	HK$

Cash and cash equivalents		163,696
Trade receivables, net		303,681
Inventories		105,221
Deposits, prepayment and other receivables		42,345
Tax prepayment		3,431
Current assets of discontinued operations		618,374

Property, plant and equipment, net		190,776
Deferred tax assets		13,260
Non-current assets of discontinued operations		204,036
Total assets of discontinued operations		822,410

F-14

PLASTEC TECHNOLOGIES, LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Hong Kong dollars in thousands, except number of shares, per share data and unless otherwise stated)

Discontinued Operations (Continued)

Carrying amounts of liabilities disposed

	December 31,
	2015
	HK$

Bank borrowings		29,223
Trade payables		111,659
Other payables and accruals		141,606
Tax payable		65,107
Current liabilities of disposal liabilities		347,595
Total liabilities of disposal liabilities		347,595

Consolidated statement of operations and comprehensive income

	For the year ended December 31,
	2014			2015			2016
	HK$			HK$			HK$

Revenue		1,207,812			1,298,493			1,073,536
Cost of sales		(915,462	)		(977,851	)		(778,059	)

Gross profit		292,350			320,642			295,477
Other revenue		7,794			6,200			5,897
Selling, general and administrative expenses		(146,673	)		(158,882	)		(125,520	)
Gain/(loss) on disposal of property, plant and equipment		5,298			(841	)		1,197
Written off of property, plant and equipment		(442	)		(2,798	)		-
Gain on disposal of PIHL		-			-			540,921
Interest income		567			311			294
Finance costs		(1,688	)		(1,428	)		(545	)

Profit before income tax		157,206			163,204			717,721
Income tax expense		(20,311	)		(29,952	)		(31,187	)

Profit for the year		136,895			133,252			686,534

Other comprehensive income
Exchange gain on translation of financial statements of foreign operations		(8,073	)		(1,566	)		(12,241	)
Income from discontinued operations attributable to members of the Company		128,822			131,686			674,293

F-15

PLASTEC TECHNOLOGIES, LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Hong Kong dollars in thousands, except number of shares, per share data and unless otherwise stated)

Deposits, Prepayment and Other Receivables

Deposits, prepayment and other receivables consist of the following:

	December 31,		December 31,
	2015		2016
	HK$		HK$

Prepaid insurance		1,330		272
Prepaid renovation		410		1,603
Rental deposits / prepaid rent		2,704		1,536
Other receivables		35		1,422
		4,479		4,833

Consideration Receivable

Consideration receivable of HK$131,686 represents the second installment of the total consideration for the sale of 100% equity interest in PIHL to SYB and SYIM. The transaction is disclosed in Note 1. The first installment of RMB875 million (HK$1,017,442) was received in September, 2016 and the Company will receive the second installment of RMB113.25 million (HK$131,686).

Property, Plant and Equipment

Property, plant and equipment consist of the following:

	December 31,			December 31,
	2015			2016
	HK$			HK$

Property, plant and equipment:
Buildings		136,099			136,099
Furniture, fixtures and equipment		694			694
Computer equipment		-			38
Motor vehicles		3,508			1,814
Land use right		19,902			18,976
		160,203			157,621
Accumulated depreciation and amortization		(14,590	)		(18,312	)
Construction in progress		102			14,473
Property, plant and equipment, net		145,715			153,782

The Group’s interests in land use right represent prepaid operating lease payment of land located in Kai Ping. The land use right in the PRC is leased held for medium term.

As of December 31, 2015 and 2016, construction in progress mainly represents the production facilities and foundation work in construction in the factories located in China.

Depreciation and amortization of property, plant and equipment were HK$5,745, HK$6,839 and HK$7,245 during the years ended December 31, 2014, 2015 and 2016, respectively.

F-16

PLASTEC TECHNOLOGIES, LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Hong Kong dollars in thousands, except number of shares, per share data and unless otherwise stated)

Prepaid Lease Payments

As of December 31, 2015 and 2016, prepaid lease payments represented the prepayment of land use right for three pieces of lands located in Shenzhen (with expiry dates on December 31, 2037, December 31, 2037 and February 28, 2040, respectively).

Amortization of prepaid lease payments were HK$1,531, HK$1,527 and HK$1,527 for the years ended December 31, 2014, 2015 and 2016, respectively.

Other Payables and Accruals

Other payables and accruals consist of the following:

	December 31,		December 31,
	2015		2016
	HK$		HK$

Accrued salaries, wages and bonus		2,849		372
Accrued audit and professional fees		3,194		1,143
Accrued sundries expenses		1,020		1,194
Other payables		3,425		3,429
		10,488		6,138

Income Taxes

The Company and its subsidiaries are subject to taxation in various jurisdictions including Hong Kong and PRC. Pursuant to the rules and regulations of the Cayman Islands, the Company is not subject to any income tax in the Cayman Islands. The income of its subsidiaries which are incorporated in the BVI is not subject to taxation in the BVI under the current BVI law. The subsidiaries operating in Hong Kong and the PRC are subject to income taxes as described below.

The provision for current income taxes of the subsidiaries operating in Hong Kong has been calculated by applying the rate of taxation of 16.5%, 16.5% and 16.5% for the years ended December 31, 2014, 2015 and 2016, respectively, to the estimated income earned in or derived from Hong Kong if applicable.

Under the new PRC Enterprise Income Tax Law and Implementation Rules (“EIT Law”), the enterprise income tax rate on all domestic-invested enterprises and foreign investment enterprises in the PRC is 25%, unless they qualify for certain exemptions.

Uncertain tax positions of all PRC subsidiaries (former and existing) have been also assessed and in the opinion of the independent tax advisor, there are no significant uncertain tax positions including those transactions in between the PRC subsidiaries and their holding companies being subject to transfer pricing rulings in the PRC.

F-17

PLASTEC TECHNOLOGIES, LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Hong Kong dollars in thousands, except number of shares, per share data and unless otherwise stated)

Income Taxes - Continued

The Company recognizes interest expense and penalties related to income tax matters in interest and penalties expense within income tax expense. The sum of accrued interest or penalties accrued on the consolidated balance sheets accumulated to HK$1,536 on the consolidated balance sheets as at December 31, 2016. The Company had no significant unrecognized tax benefits at December 2015 and December 2016.

As of December 31, 2015 and 2016, board of directors considered that the Company had accounted for the uncertain tax positions affecting its consolidated financial position, results of operations or cash flows, and will continue to evaluate for any uncertain position in future. The Company’s tax positions related to open tax years are subject to examination by the relevant tax authorities.

The provision for income taxes consists of the following:

	Year ended December 31,		Year ended December 31,		Year ended December 31,
	2014		2015		2016
	HK$		HK$		HK$

Current tax
- Hong Kong		1,303		62		81
- PRC		-		-		118
- Other countries		1,866		232		1,042
		3,169		294		1,241

Reconciliations between the provision for income taxes computed by applying the Hong Kong profits tax to income before income tax expense are as follows:

	Year ended December 31,			Year ended December 31,			Year ended December 31,
	2014			2015			2016
	HK$			HK$			HK$

Provision for income taxes at Hong Kong profits tax rate		201			(4,349	)		(69	)
Current tax in other jurisdictions		1,866			232			1,160
Effect of income not chargeable for tax purpose		(663	)		(90	)		(152	)
Effect of expenses not deductible for tax purpose		3			4,401			-
Tax effect of unused tax losses not recognized		459			-			221
Under provision in previous years		1,303			100			81
		3,169			294			1,241

F-18

PLASTEC TECHNOLOGIES, LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Hong Kong dollars in thousands, except number of shares, per share data and unless otherwise stated)

10.

Net Income Per Share

The following table sets forth the computation of basic and diluted income per share for the years indicated:

	Year ended December 31,		Year ended December 31,			Year ended December 31,
	2014		2015			2016
	HK$		HK$			HK$

Basic and diluted income per share
Numerator:
Net income/(loss) for the year attributable to the Company’s ordinary shareholders		167,821		131,335			692,042
- Continuing operations		30,926		(1,917	)		5,508
- Discontinued operations		136,895		133,252			686,534

Denominator:
Weighted average number of basic and diluted ordinary shares outstanding
- Continuing operations		12,938,128		12,938,128			12,938,128
- Discontinued operations		12,938,128		12,938,128			12,938,128

Weighted average number of basic and diluted ordinary shares used in calculating income per share
- Continuing operations		12,938,128		12,938,128			12,938,128
- Discontinued operations		12,938,128		12,938,128			12,938,128

Net income of Basic and diluted income per share	HK$	13.00	HK$	10.20		HK$	53.50
- Continuing operations	HK$	2.39	HK$	(0.15	)	HK$	0.44
- Discontinued operations	HK$	10.61	HK$	10.35		HK$	53.06

11.

Commitments and Contingencies

Corporate guarantee

The former subsidiaries of the Company have credit facilities with various banks representing import loans, trust receipt, documentary credits, loans and overdraft. As of December 31, 2015 and 2016 in consolidated balance sheet from discontinued operations, these facilities totaled HK$340,200 and HK$110,200, respectively, of which HK$310,977 and HK$96,920 were unused as of December 31, 2015 and 2016, respectively. These facilities are granted with the provision of corporate and personal guarantees jointly by the Company, PIHL and a director of the Company to the banks.

Capital commitment

As ofDecember 31, 2016, the Company had capital commitments for purchase of plant and machineries totaling HK$69,148, which are expected to be disbursed during the year ending December 31, 2017.

Bonus Plan

The Company had established a bonus plan for the management/executive officers. Pursuant to the plan, in order for any bonus to be paid, the Company had to achieve an annual net profit (excluding any extraordinary items) of HK$78,000 in any fiscal year, referred to as the “Net Profit Target”. If the Net Profit Target was achieved in any fiscal year, a pool of 4% of any amount over the Net Profit Target would be set aside to provide bonuses to the management/executive officers. Of the bonus pool that was created, Kin Sun Sze-To, Chin Hien Tan (our previous executive) and Ho Leung Ning would be entitled to 32%, 24% and 24%, respectively, of the available bonus, with the remaining amount being made available for distribution to the remaining officers, subject to adjustment at the discretion of the board. Payment of any bonuses under the plan would be in cash or ordinary shares (to be purchased in the open market), at the board’s sole discretion. The plan had taken effect beginning with the fiscal year ended April 30, 2011. The Company met the Net Profit Target for the year ended December 31, 2014 and 2015 and accordingly paid bonuses in the total sum of HK$2,428 and HK$1,707, respectively under the plan to its management/executive officers.

Effective from 11 October, 2016, the entirety of the aforesaid bonus plan has been scrapped.

F-19

PLASTEC TECHNOLOGIES, LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Hong Kong dollars in thousands, except number of shares, per share data and unless otherwise stated)

11.

Commitments and Contingencies (Continued)

Legal Proceeding

As of December 31, 2016, the Company is not aware of any material outstanding claim and litigation against them.

12.

Statutory Reserve Appropriation for PRC Subsidiaries

Pursuant to the laws and regulations applicable to the PRC, the Company’s wholly foreign owned subsidiaries must make appropriations from after-tax profit to non-distributable reserves funds including: (i) the statutory surplus reserve and; (ii) the statutory public welfare fund. Subject to the law applicable to foreign invested enterprises in the PRC, they were required annual appropriations of the general reserve fund no less than 10% of after-tax profit (as determined under accounting principles generally accepted in the PRC at each year-end). These reserve funds can only be used for specific purposes of enterprise expansion and staff welfare and are not distributable as cash dividends. No appropriation had been made as a result of their accumulated after-tax losses incurred in those years.

13.

Warrants and Unit Purchase Options

On November 25, 2009, the Company sold 3,600,000 units in its initial public offering (the “Offering”) at an offering price of U.S.$10.00 per unit. Each unit consisted of one ordinary share, U.S.$0.001 par value, of the Company and one redeemable purchase warrant (“warrants”). Each warrant entitled the holder to purchase from the Company one ordinary share at an exercise price of U.S.$11.50. The warrants expired on November 18, 2014. As of December 31 2014, there was nil warrants outstanding.

The Company agreed to pay the underwriters in the Offering an underwriting discount of 7.0% of the gross proceeds of the Offering. However, the underwriters had agreed that 4.0% of the underwriting discounts would not be payable unless and until the Company completed a business combination and had waived their right to receive such payment upon the Company's liquidation if it was unable to complete a business combination. The underwriters subsequently agreed to waive their deferred discounts upon consummation of the business combination with Plastec described above. The Company also issued a unit purchase option (the “UPOs”), for U.S.$100, to Cohen & Company Securities, LLC (“Cohen Securities”), the representative of the underwriters in the Offering, and its designees to purchase 360,000 units (10% of the total number of units sold in the Offering) at an exercise price of U.S.$15.00 per unit (150% of the public offering price). The units issuable upon exercise of the UPOs were identical to the units sold in the Offering. This option became exercisable on December 16, 2010 and expired on November 18, 2014. The Company accounted for the fair value of the unit purchase option, net of the receipt of the U.S. $100 cash payment, as an expense of the Offering resulting in a charge directly to shareholders' equity. The Company estimated the fair value of this unit purchase option, as of the date of issuance, was approximately U.S.$2.14 per unit using a Black-Scholes option-pricing model.

The fair value of the unit purchase option granted to the underwriter was estimated as of the date of grant using the following assumptions: (1) expected volatility of 35%, (2) risk-free interest rate of 2.59% and (3) expected life of 5 years.

No UPOs were exercised before December 31, 2014. Outstanding UPOs as of December 31, 2014 was nil.

All warrants, insider or public, expired on November 18, 2014. No warrants were ever exercised before December 31, 2014. Outstanding warrants as of December 31, 2104 was nil.

F-20

PLASTEC TECHNOLOGIES, LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Hong Kong dollars in thousands, except number of shares, per share data and unless otherwise stated)

14.

Operating Segment and Geographical Information

The Company uses the management approach model for segment reporting. The management approach model is based on the way a Company’s management organizes segments within the Company for making operating decisions and assessing performance. The Company does not allocate any assets and liabilities to the three geographic segments as management does not use the information to measure the performance of the reportable segments.

(i) The location of the Company’s identifiable assets other than acquired intangible asset and liabilities by business operations from continuing operations are as follows:

	December 31,		December 31,
	2015		2016
	HK$		HK$
Identifiable assets
PRC		167,320		189,055
Hong Kong		309,058		600,460
United States		3,646		3,646

		480,024		793,161

Identifiable liabilities
PRC		27		143
Hong Kong		14,564		11,832

		14,591		11,975

(ii) Reconciliations of reportable segment assets and liabilities from continuing operations:

	Year ended December 31		Year ended December 31
	2015		2016
	HK$		HK$

Assets
Current assets		316,144		622,741
Non-current financial assets		163,880		170,420
Consolidated total assets before intangible asset		480,024		793,161
Intangible asset		438		438

Consolidated total assets		480,462		793,599

Liabilities
Liabilities excluding tax liabilities		10,488		6,138
Tax liabilities		4,103		5,837

Consolidated total liabilities		14,591		11,975

F-21

PLASTEC TECHNOLOGIES, LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Hong Kong dollars in thousands, except number of shares, per share data and unless otherwise stated)

15.

Cash dividend

On April 10, 2014, the Company approved and declared a cash dividend of US$0.20 per ordinary share on its total 12,938,128 outstanding shares as of the close of trading on April 25, 2014, resulting in payments totaling US$2,587,625.60 to shareholders. Such dividend was recorded as a reduction to retained earnings at the declaration date.

On August 11, 2014, the Company approved and declared an interim cash dividend of US$0.10 per ordinary share on its total 12,938,128 outstanding shares as of the close of trading on August 29, 2014, resulting in payments totaling US$1,293,812.80 to shareholders. Such dividend was recorded as a reduction to retained earnings at the declaration date.

On April 9, 2015, the Company approved and declared a final cash dividend of US$0.20 per ordinary share on its total 12,938,128 outstanding shares as of the close of trading on April 24, 2015, resulting in payments totaling US$2,587,625.60 to shareholders. Such dividend was recorded as a reduction to retained earnings at the declaration date.

On May 12, 2015, the Company approved and declared a special one-time cash dividend of US$0.90 per ordinary share on its total 12,938,128 outstanding shares as of the close of trading on May 26, 2015, resulting in payments totaling US$11,644,315.20 to shareholders. Such dividend was recorded as a reduction to retained earnings at the declaration date.

On August 6, 2015, the Company approved and declared an interim cash dividend of US$0.10 per ordinary share on its total 12,938,128 outstanding shares as of the close of trading on August 20, 2015, resulting in payments totaling US$1,293,812.80 to shareholders. Such dividend was recorded as a reduction to retained earnings at the declaration date.

On March 22, 2016, the Company approved and declared a final cash dividend of US$0.20 per ordinary share on its total 12,938,128 outstanding shares as of the close of trading on April 5, 2016, resulting in payments totaling US$2,587,625.60 to shareholders. Such dividend was recorded as a reduction to retained earnings at the declaration date.

On August 5, 2016, the Company approved and declared an interim cash dividend of US$0.10 per ordinary share on its total 12,938,128 outstanding shares as of the close of trading on August 19, 2016, resulting in payments totaling US$1,293,821.80 to shareholders. Such dividend was recorded as retained earnings at the declaration date.

On October 11, 2016, the Company approved and declared a special cash dividend of US$8.0 per ordinary share on its total 12,938,128 outstanding shares as of the close of trading on October 25, 2016, resulting in payments totaling US$103,505,024 to shareholders. Such dividend was recorded as retained earnings at the declaration date.

16.

Related Party Transaction

The Company had the following related party transaction during the year:

	2016		2015
Nature	HK$		HK$

Rental income from related company		2,190		-

The key management person in the related company has a controlling interest in the Company. The rental income was priced with reference to the related agreements entered into.

17.

Subsequent Events

The Company has evaluated all other subsequent events through 19 April, 2017, the date these consolidated financial statements were issued, and determined that there were no other subsequent events or transaction, apart from the above described events, that required recognition or disclosures in the financial statements.

F-22

PLASTEC TECHNOLOGIES, LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Hong Kong dollars in thousands, except number of shares, per share data and unless otherwise stated)

18.

Condensed financial information of Plastec Technologies, Ltd.

The condensed financial statements of Plastec Technologies, Ltd. have been prepared in accordance with accounting principles generally accepted in the United States of America.

Balance Sheets

	December 31,		December 31,
	2015		2016
	HK$		HK$
Assets
Current assets
Cash and cash equivalents		188,604		394,508
Amount due from a subsidiary		287,836		265,536
Consideration receivable		-		131,686
Prepaid expenses		1,170		171
Total current assets		477,610		791,901
Investment in subsidiaries		1		-
Total assets		477,611		791,901

Liabilities and shareholders’ equity
Current liabilities
Account payable and accrued liabilities		6,001		1,485
Tax payable		3,129		3,129
Total current liabilities		9,130		4,614
NET CURRENT ASSETS		468,480		787,287
TOTAL ASSETS AND LIABILITIES		468,481		787,287

Shareholders’ equity
Ordinary shares (US$0.001 par value; 100,000,000 authorized, 12,938,128 and 12,938,128 shares issued and outstanding as of December 31, 2015 and 2016, respectively)		101		101
Retained earnings		468,380		787,186
Total shareholders’ equity		468,481		787,287

Statements of operations and comprehensive income

	Year ended December 31,			Year ended December 31,			Year ended December 31,
	2014			2015			2016
	HK$			HK$			HK$

Revenues		414,000			74,000			-
Other income		12,119			13,091			17,866
Gain on disposal of a subsidiary		-			-			1,149,128
Administrative expenses		(4,101	)		(16,213	)		(10,573	)
Income before income tax expense		422,018			70,878			1,156,421
Income tax expense		(1,519	)		(232	)		-
Total comprehensive income		420,499			70,646			1,156,421

F-23

PLASTEC TECHNOLOGIES, LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Hong Kong dollars in thousands, except number of shares, per share data and unless otherwise stated)

18.

Condensed financial information of Plastec Technologies, Ltd. – Continued

Statements of cash flows

	Year ended December 31,			Year ended December 31,			Year ended December 31,
	2014			2015			2016
	HK$			HK$			HK$
Cash flows from operating activities
Net income		420,499			70,646			1,156,421
Adjustments to reconcile net income to net cash provided by operating activities:
Gain on disposal of a subsidiary		-			-			(1,149,128	)
Change in operating assets and liabilities
Prepaid expenses		(1,076	)		(94	)		999
Accounts payable and accrued liabilities		(193	)		5,585			(4,516	)
Income tax		1,519			232			-
Net cash provided by operating activities		420,749			76,369			3,776

Cash flows from investing activities
(Increase)/decrease in dividend receivable		(70,000	)		70,000			-
Sale proceeds of disposal of a subsidiary, net		-			-			1,017,442
Net cash (used in)/provided by investing activities		(70,000	)		70,000			1,017,442

Cash flows from financing activities
(Increase)/decrease in amount due from subsidiaries		(187,780	)		-			22,300
Proceeds used in repurchase of shares and warrants		(406	)		-			-
Dividend paid		(30,275	)		(121,101	)		(837,614	)
Net cash used in financing activities		(218,461	)		(121,101	)		(815,314	)
Net increase in cash and cash equivalents		132,288			25,268			205,904
Cash and cash equivalents, beginning of year		31,048			163,336			188,604
Cash and cash equivalents, end of year		163,336			188,604			394,508

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest income	114	267	857

SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITY:
Consideration receivable	-	-	131,686

F-24

ITEM 19.

EXHIBITS.

The list of exhibits set forth under the “Exhibit Index” of this Form 20-F is incorporated herein by reference.

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and has duly caused and authorized the undersigned to sign this annual report on its behalf.

Dated: May 15, 2017

	PLASTEC TECHNOLOGIES, LTD.

	By:	/s/ Kin Sun Sze-To
		Name: Kin Sun Sze-To
		Title: Chief Executive Officer

EXHIBIT INDEX

Exhibit No.		Description
1.1		Form of Second Amended and Restated Memorandum and Articles of Association (included as Annex C to the Merger Proxy Statement and incorporated herein by reference).
2.1		Specimen Unit Certificate (included as Exhibit 4.1 to the Company’s Registration Statement on Form F-1 filed on October 16, 2009 and incorporated herein by reference).
2.2		Specimen Warrant Certificate (included as Exhibit 4.2 to the Company’s Registration Statement on Form F-1 filed on October 16, 2009 and incorporated herein by reference).
2.3		Specimen Ordinary Shares Certificate (included as Exhibit 4.3 to the Company’s Registration Statement on Form F-1 filed on October 16, 2009 and incorporated herein by reference).
4.7		Registration Rights Agreement (included as Exhibit 4.17 to the Company’s Shell Company Report on Form 20-F filed with the Securities and Exchange Commission on December 22, 2010 and incorporated herein by reference).
4.8		Amendment No. 1 to Registration Rights Agreement, dated as of November 19, 2009, between Plastec Technologies, Ltd. (formerly GSME Acquisition Partners I) and its initial shareholders (included as Exhibit 4.18 to the Company’s Shell Company Report on Form 20-F filed with the Securities and Exchange Commission on December 22, 2010 and incorporated herein by reference).
4.11		Form of Indemnification Agreement (included as Exhibit 99.1 to the Company’s Report of Foreign Private Issuer on Form 6-K filed with the Securities and Exchange Commission on February 16, 2011 and incorporated herein by reference).
4.12		Amendment No.1 to the Registration Rights Agreement, dated as of April 30, 2011, by and among Plastec Technologies, Ltd. and parties named and listed therein as Investors (included as Exhibit 10.1 to the Company’s Report of Foreign Private Issuer on Form 6-K filed with the SEC on May 3, 2011 and incorporated herein by reference).

Exhibit No.		Description
4.16		Employment Contract between Kin Sun Sze-To and Broadway Precision Co. Limited, dated March 28, 2013 (included as Exhibit 4.32 to the Company’s Transition Report on Form 20-F filed on April 30, 2013 and incorporated herein by reference).
4.17		Employment Contract between Ho Leung Ning and Broadway Precision Co. Limited, dated March 28, 2013 (included as Exhibit 4.33 to the Company’s Transition Report on Form 20-F filed on April 30, 2013 and incorporated herein by reference).
4.18		First Amendment to Employment Contract between Kin Sun Sze-To and Broadway Precision Co. Limited, dated April 1, 2013 (included as Exhibit 4.34 to the Company’s Transition Report on Form 20-F filed on April 30, 2013 and incorporated herein by reference).
4.19		First Amendment to Employment Contract between Ho Leung Ning and Broadway Precision Co. Limited, dated April 1, 2013 (included as Exhibit 4.34 to the Company’s Transition Report on Form 20-F filed on April 30, 2013 and incorporated herein by reference).
4.21		Second Amendment to Employment Contract between Kin Sun Sze-To and Broadway Precision Co. Limited, dated December 05, 2013 (included as Exhibit 4.21 to the Company’s Annual Report on Form 20-F for the year ended December 31, 2013 filed on April 25, 2014 and incorporated herein by reference)
4.22		Second Amendment to Employment Contract between Ho Leung Ning and Broadway Precision Co. Limited, dated December 05, 2013 (included as Exhibit 4.22 to the Company’s Annual Report on Form 20-F for the year ended December 31, 2013 filed on April 25, 2014 and incorporated herein by reference)
4.24		Share Transfer Agreement (included as Exhibit 10.1 to the Company’s Report of Foreign Private Issuer filed on November 16, 2015 and incorporated herein by reference)
8.1		List of Subsidiaries as of May 15, 2017.
12.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
12.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
13.1		Certification pursuant to 18 USC § 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

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Plastec Technologies (PLTYF) 20-F2016 FY Annual report (foreign)

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