MIRACLE NOVA (UK) LIMITED - Limited company accounts 18.2

REGISTERED NUMBER: 09368982 (England and Wales)

Report of the Directors and

Financial Statements for the Year Ended 31 December 2018

for

MIRACLE NOVA (UK) LIMITED

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

4

Income Statement

6

Other Comprehensive Income

7

Balance Sheet

8

Statement of Changes in Equity

9

Notes to the Financial Statements

10

DIRECTORS:

Q CHEN

Z CHEN

C WONG

REGISTERED OFFICE:

FOSUN,2

THOMAS MORE SQUARE

LONDON

E1W 1YN

REGISTERED NUMBER:

09368982 (England and Wales)

AUDITORS:

MAH CHARTERED ACCOUNTANTS

154 BISHOPSGATE

LONDON

EC2M 4LN

The directors present their report with the financial statements of the company for the year ended 31 December 2018.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of a holding company.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2018.

EVENTS SINCE THE END OF THE YEAR

Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS

The directors who have held office during the period from 1 January 2018 to the date of this report are as follows:

Q CHEN - appointed 8 June 2018

Z CHEN - appointed 8 June 2018

F LIANG - appointed 8 June 2018

Q WANG - resigned 8 June 2018

C WONG was appointed as a director after 31 December 2018 but prior to the date of this report.

F LIANG ceased to be a director after 31 December 2018 but prior to the date of this report.

GOING CONCERN

The financial statements are prepared on a going concern basis. The company remains assured of the financial support

provided by the intermediate parent company. The directors have received confirmation that the intermediate parent

company will continue to support the company and provide it with adequate funds when necessary to enable it to meet

its debts as they fall due in the foreseeable future. On this basis, the directors consider it appropriate to prepare the

financial statements on a going concern basis.

DIRECTORS' RESPONSIBILITIES STATEMENT

The director is responsible for preparing the Report of the Director and the financial statements in accordance with

applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director

has elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting

Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 101

'Reduced Disclosure Framework'. Under company law the director must not approve the financial statements unless he is

satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company

for that period. In preparing these financial statements, the director is required to:

- select suitable accounting policies and then apply them consistently;

- make judgements and accounting estimates that are reasonable and prudent;

- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will

continue in business.

The director is responsible for keeping adequate accounting records that are sufficient to show and explain the

company's transactions and disclose with reasonable accuracy at any time the financial position of the company and

enable him to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for

safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud

and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act

2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken

as a director in order to make himself aware of any relevant audit information and to establish that the company's

auditors are aware of that information.

AUDITORS

MAH Chartered Accountants were appointed as auditor to the company.

ON BEHALF OF THE BOARD:

C WONG - Director

30 September 2019

Opinion

We have audited the financial statements of MIRACLE NOVA (UK) LIMITED (the 'company') for the year ended

31 December 2018 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of

Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The

financial reporting framework that has been applied in their preparation is applicable law and United Kingdom

Accounting Standards, including Financial Reporting Standard 101 'Reduced Disclosure Framework' (United Kingdom

Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 December 2018 and of its loss for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law.

Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the

financial statements section of our report. We are independent of the company in accordance with the ethical

requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard,

and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit

evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to

you where:

-	the directors' use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or

-

the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the company's ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue.

Other information

The directors are responsible for the other information. The other information comprises the information in the Report of

the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise

explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing

so, consider whether the other information is materially inconsistent with the financial statements or our knowledge

obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or

apparent material misstatements, we are required to determine whether there is a material misstatement in the financial

statements or a material misstatement of the other information. If, based on the work we have performed, we conclude

that there is a material misstatement of this other information, we are required to report that fact. We have nothing to

report in this regard.

Opinion on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

-	the information given in the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Directors has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit,

we have not identified material misstatements in the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you

if, in our opinion:

- adequate accounting records have not been kept, or returns adequate for our audit have not been received from

branches not visited by us; or

- the financial statements are not in agreement with the accounting records and returns; or

- certain disclosures of directors' remuneration specified by law are not made; or

- we have not received all the information and explanations we require for our audit; or

- the directors were not entitled to take advantage of the small companies' exemption from the requirement to prepare a

Strategic Report or in preparing the Report of the Directors.

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement set out on page two, the directors are responsible for

the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal

control as the directors determine necessary to enable the preparation of financial statements that are free from material

misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a

going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of

accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic

alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from

material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs

(UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are

considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic

decisions of users taken on the basis of these financial statements.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting

Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the

Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those

matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent

permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's

members as a body, for our audit work, for this report, or for the opinions we have formed.

MOHAMMED HAQUE (Senior Statutory Auditor)

for and on behalf of MAH CHARTERED ACCOUNTANTS

154 BISHOPSGATE

LONDON

EC2M 4LN

30 September 2019

TURNOVER

-

-

Administrative expenses

28,498

7,624

OPERATING LOSS and

LOSS BEFORE TAXATION

5

(28,498

)

(7,624

)

Tax on loss

6

-

-

LOSS FOR THE FINANCIAL YEAR

(28,498

)

(7,624

)

LOSS FOR THE YEAR

(28,498

)

(7,624

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(28,498

)

(7,624

)

FIXED ASSETS

Investments

7

588,988,300

588,988,300

CURRENT ASSETS

Debtors

8

200

-

CREDITORS

Amounts falling due within one year

9

589,053,706

589,025,008

NET CURRENT LIABILITIES

(589,053,506

)

(589,025,008

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(65,206

)

(36,708

)

CAPITAL AND RESERVES

Called up share capital

10

156

156

Retained earnings

11

(65,362

)

(36,864

)

SHAREHOLDERS' FUNDS

(65,206

)

(36,708

)

The financial statements were approved by the Board of Directors on 30 September 2019 and were signed on its behalf by:

C WONG - Director

Called up

share

Retained

Total

capital

earnings

equity

$

$

$

Balance at 1 January 2017

156

(29,240

)

(29,084

)

Changes in equity

Deficit for the year

-

(7,624

)

(7,624

)

Total comprehensive income

-

(7,624

)

(7,624

)

Balance at 31 December 2017

156

(36,864

)

(36,708

)

Changes in equity

Deficit for the year

-

(28,498

)

(28,498

)

Total comprehensive income

-

(28,498

)

(28,498

)

Total transactions with owners, recognised directly in equity

-

-

-

Balance at 31 December 2018

156

(65,362

)

(65,206

)

1.	STATUTORY INFORMATION

MIRACLE NOVA (UK) LIMITED is a private company, limited by shares , registered in England and Wales.

The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparation

These financial statements have been prepared in accordance with Financial Reporting Standard 101 "Reduced Disclosure Framework" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

These financial statements have been prepared in accordance with Financial Reporting Standard 101 "Reduced

Disclosure Framework" and the Companies Act 2006. The financial statements have been prepared under the

historical cost convention.

The company has taken advantage of the following disclosure exemptions in preparing these financial statements,

as permitted by FRS 101 "Reduced Disclosure Framework":

- the requirements of IFRS 7 Financial Instruments: Disclosures;

-the requirements of paragraphs 91 to 99 of IFRS 13 Fair Value Measurement;

-the requirement in paragraph 38 of IAS 1 Presentation of Financial Statements to present comparative

information in respect of:

- paragraph 79(a)(iv) of IAS 1;

- paragraph 73(e) of IAS 16 Property, Plant and Equipment;

- paragraph 118(e) of IAS 38 Intangible Assets;

- paragraphs 76 and 79(d) of IAS 40 Investment Property; and

- paragraph 50 of IAS 41 Agriculture;

-the requirements of paragraphs 10(d), 10)(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D and 111 of IAS 1

Presentation of Financial Statements;

-the requirements of paragraphs 134 to 136 of IAS 1 Presentation of Financial Statements;

-the requirements of IAS 7 Statement of Cash Flows;

-the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and

Errors;

-the requirements of paragraphs 17 and 18A of IAS 24 Related Party Disclosures;

-the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between

two or more members of a group;

-the requirements of paragraphs 134(d) to 134(f) and 135(c) to 135(e) of IAS 36 Impairments of Assets.

This information is included in the consolidated financial statements of Fosun International Limited as at 31

December 2018 and these financial statements may be obtained from ir.fosun.com.

Consolidated financial statements

The company is exempt under section 401 of the Companies Act 2006 from the requirement to prepare

consolidated financial statements as it and its subsidiary undertakings are included by full consolidation in the

consolidated financial statements of its intermediate controlling party, Fosun International Limited. These

financial statements therefore present information about the company as an individual undertaking and not about

its group.

Financial instruments

The company recognises financial instruments when it becomes a party to the contractual arrangements of the

instrument. Financial instruments are de-recognised when they are discharged or when the contractual terms

expire. The company's accounting policies in respect of financial instruments transactions are explained below:

Financial assets

The company classifies all of its financial assets as loans and receivables.

Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not

quoted in an active market. They arise principally through the provision of goods and services to customers (e.g.

trade receivables), but also incorporate other types of contractual monetary asset. They are initially recognised at

fair value plus transaction costs that are directly attributable to their acquisition or issue, and are subsequently

carried at amortised cost using the effective interest rate method, less provision for impairment.

Impairment provisions are recognised when there is objective evidence (such as significant financial difficulties

on the part of the counterparty or default or significant delay in payment) that the company will be unable to

collect all of the amounts due under the terms receivable, the amount of such a provision being the difference

between the net carrying amount and the present value of the future expected cash flows associated with the

impaired receivable. For trade receivables, which are reported net, such provisions are recorded in a separate

allowance account with the loss being recognised within administrative expenses in the statement of

comprehensive income. On confirmation that the trade receivable will not be collected, the gross carrying value

of the asset is written off against the associated provision.

Financial liabilities

The company classifies all of its financial liabilities as liabilities at amortised cost.

At amortised cost

Financial liabilities at amortised cost including bank borrowings are initially recognised at fair value net of any

transaction costs directly attributable to the issue of the instrument. Such interest bearing liabilities are

subsequently measured at amortised cost using the effective interest rate method, which ensures that any interest

expense over the period to repayment is at a constant rate on the balance of the liability carried into the statement

of financial position.

Taxation

Tax is recognised in the statement of comprehensive income, except that a charge attributable to an item of

income and expenses recognised as other comprehensive income or to an item recognised directly in equity is

also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or

substantively enacted by the reporting date in the countries where the company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by

the statement of financial position date. except that:

-The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered

against the reversal of deferred tax liabilities or other future taxable profits; and

-Any deferred tax balances are revered if and when all contractions for retaining associated tax allowances have

been met.

Deferred tax balances are not recognized in respect of permanent differences except in respect of business

combinations, when deferred tax is recognized on the differences between the fair values of assets acquired and

the future tax deductions available for them and the differences between the fair values of liabilities acquired and

the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been

enacted or substantively enacted by the reporting date.

Foreign currencies

Functional and presentation currency

The company's functional and presentational currency is USD.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the

dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate.Non-monetary items

measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary

items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at

period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in

the settlement of comprehensive income except when deferred in other comprehensive income as qualifying cash

flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the

statement of comprehensive income within 'finance income or costs.' All other foreign exchange gains and losses

are presented in the statement of comprehensive income within 'other recreating income'.

The income statement

The Income Statement has been prepared on the basis that all operations are continuing operations.

Going concern

The financial statements are prepared on a going concern basis. The company remains assured of the financial

support provided by the intermediate parent company. The directors have received confirmation that the

intermediate parent company will continue to support the company and provide it with adequate funds when

necessary to enable it to meet its debts as they fall due in the foreseeable future. On this basis, the directors

consider it appropriate to prepare the financial statements on a going concern basis.

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted company shares, whose market value can be reliably determined, are remeasured to

market value at each balance sheet date. Gains and losses on remeasurement are recognised in the statement of

comprehensive income for the period. Where market value cannot be reliably determined, such investments are

stated at historic cost less impairment.

Investments in listed company shares are remeasured to market value at each statement of financial position date.

Gains and losses on remeasurement are recognised in profit or loss for the period.

Creditors

Creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business

from suppliers.

Creditors are recognised initially at fair value and subsequently measured at amortised cost using the effective

interest method.

3.	CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

Critical judgements in applying the company's accounting policies

The critical judgements that the directors have made in the process of applying the company's accounting

policies that have the most significant effect on the amounts recognized in the statutory financial statements are

discussed below.

Assessing indicators of impairment of investment and loans due from subsidiary

In assessing whether there have been any indicators of impairment of investment and loans due from its

subsidiary, the directors have considered the results of the subsidiary and the group. There have been no

indicatiors of impairments identified during the current financial year.

4.	EMPLOYEES AND DIRECTORS

There were no staff costs for the year ended 31 December 2018 nor for the year ended 31 December 2017.

31.12.18

31.12.17

$

$

Directors' remuneration

-

-

5.	LOSS BEFORE TAXATION

The loss before taxation is stated after charging/(crediting):

31.12.18

31.12.17

$

$

Foreign exchange differences

(2,953

)

2,687

Auditor's remuneration

6,546

11,147

6.

TAXATION

Analysis of tax expense

No liability to UK corporation tax arose for the year ended 31 December 2018 nor for the year ended

31 December 2017.

Factors affecting the tax expense

The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is

explained below:

31.12.18

31.12.17

$

$

Loss before income tax

(28,498

)

(7,624

)

Loss multiplied by the standard rate of corporation tax in the UK of 19% (2017 - 19.250%)

(5,415

)

(1,468

)

Effects of:

Deferred tax not recognised

5,415

1,468

Tax expense

-

-

7.	INVESTMENTS

Investments

in

subsidiary

companies

$

COST

At 1 January 2018

and 31 December 2018

588,988,300

NET BOOK VALUE

At 31 December 2018

588,988,300

At 31 December 2017

588,988,300

The company's investments at the Balance Sheet date in the share capital of companies include the following:

Miracle Nova I (US), LLC

Registered office: Corporate Trust Center, 1209 Orange Street, Wilmington, Delaware, 19801, USA

Nature of business: Investment holding

%

Class of shares:

holding

Ordinary

100.00

31.12.18

31.12.17

$

$

Aggregate capital and reserves

669,026,000

684,747,000

Profit for the year

42,287,000

21,429,000

8.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.18

31.12.17

$

$

Amounts owed by subsidiary

undertakings

200

-

200

-

The amounts owed by subsidiary undertaking are interest free and are repayable on demand.

9.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.18

31.12.17

$

$

Amounts owed to group

undertakings

589,043,952

589,025,008

Accrued expenses

9,754

-

589,053,706

589,025,008

The amounts owed to group undertakings are interest free and repayable on demand.

10.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.12.18

31.12.17

value:

$

$

100

Ordinary Share Capital

£1($1.56)

156

156

11.

RESERVES

Profit & loss account

This reserve represents cumulative profits and losses.

12.	RELATED PARTY DISCLOSURES

The company has taken advantage of the exemption offered by FRS 101 from the requirements of paragraph 17

of IAS 24 related party disclosures not to disclose key management personnel compensation and from the

requirements of IAS 24 related party disclosure related party transactions entered into between two or more

members of a group.

13.	EVENTS AFTER THE REPORTING PERIOD

There have been no significant events affecting the company since the year end.

14.	ULTIMATE CONTROLLING PARTY

The immediate parent company is Miracle Nova Limited, a company incorporated in Hong Kong.

The intermediate controlling party is Fosun International Limited, a company incorporated in Hong Kong.

The largest group into which the result of the company are consolidated is Fosun International Limited. The

financial statements of Fosun International Limited is available from: www.fosun.com.