Apollo Future Mobility Group Limited — Interim / Quarterly Report 2015

May 29, 2015

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

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O Luxe Holdings Limited 奧立仕控股有限公司

(formerly known as Ming Fung Jewellery Group Limited ( 明豐珠寶集團有限公司 *)) (Incorporated in the Cayman Islands with limited liability)

(Stock code: 860)

2015 INTERIM RESULTS ANNOUNCEMENT FOR THE SIX MONTHS ENDED 31 MARCH 2015

The board (“Board”) of directors (“Directors”) of O Luxe Holdings Limited (“Company”) announces the unaudited condensed consolidated financial statements of the Company and its subsidiaries (collectively, the “Group”) for the six months ended 31 March 2015, which have been reviewed by the Company’s audit committee.

CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE SIX MONTHS ENDED 31 MARCH 2015

Notes Turnover 4 Cost of sales Gross profit Change in fair value of contingent consideration receivable Other revenue and net gains 4 Amortisation of intangible assets 11 Impairment loss on goodwill 12 Impairment loss on intangible assets 11 Selling and distribution expenses Administrative expenses	For the six months ended 31 March 2015 2014 HK$’000 HK$’000 (Unaudited) (Unaudited) 157,455 393,883 (120,118) (315,382) 37,337 78,501 120,758 – 814 638 (11,267) (6,258) (79,317) (43,014) (79,878) – (20,439) (26,068) (18,006) (17,149)

– 1 –

Notes Loss from operating activities 6 Finance costs 7 Loss before taxation Income tax credit/(expense) 8 Loss for the period Items that may be classified subsequently to profit or loss: Exchange difference arising on translation of foreign operations Total comprehensive expenses for the period (Loss) profit for the period attributable to: Owners of the Company Non-controlling interests Total comprehensive expenses attributable to: Owners of the Company Non-controlling interests Loss per share — Basic and diluted 10

For the six months ended 31 March 2015 2014 HK$’000 HK$’000 (Unaudited) (Unaudited) (49,998) (13,350) (2,820) (3,276) (52,818) (16,626) 14,025 (4,255) (38,793) (20,881) (8,943) (7,478) (47,736) (28,359) (34,864) (20,891) (3,929) 10 (38,793) (20,881) (42,436) (27,614) (5,300) (745) (47,736) (28,359) HK(0.46) cents HK(0.48)cents

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CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AT 31 MARCH 2015

Notes Non-current assets Intangible assets 11 Property, plant and equipment Goodwill 12 Contingent consideration receivable Current assets Inventories Trade receivables 13 Contingent consideration receivable Deposits, prepayments and other receivables Amount due from shareholder of a subsidiary Bank balances and cash Current liabilities Trade payables 14 Accruals and other payables Borrowings 15 Income tax payable Net Current Assets Total assets less current liabilities	At 31 March 2015 HK$’000 (Unaudited) 91,458 48,919 29,555 129,498 299,430 266,784 48,578 – 105,417 1,960 668,176 1,090,915 21,330 31,961 81,253 5,011 139,555 951,360 1,250,790	At 30 September 2014 HK$’000 (Audited) 111,118 47,484 29,555 –
		188,157
		134,029 592,568 118,246 33,383 1,978 202,042
		1,082,246
		26,711 18,089 63,095 1,713
		109,608
		972,638
		1,160,795

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Notes Non-current liabilities Deferred tax liabilities 16 Net assets Capital and reserves Share capital 17 Reserves Equity attributable to the owners of the Company Non-controlling interests	At 31 March 2015 HK$’000 (Unaudited) 34,846 1,215,944 81,725 1,110,785 1,192,510 23,434 1,215,944	At 30 September 2014 HK$’000 (Audited) 37,897
		1,122,898
		65,490 1,028,674
		1,094,164 28,734
		1,122,898

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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 31 MARCH 2015

1. CORPORATE INFORMATION

O Luxe Holdings Limited (“Company”) was incorporated in the Cayman Islands as an exempted company with limited liability and its shares are listed on the Main Board of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”).

Pursuant to the special resolution passed at the annual general meeting on 6 March 2015, the Certificate of Incorporation on Change of Name of the Company issued by the Registry of Companies in the Cayman Islands on 11 March 2015 and the Certificate of Registration of Alteration of Name of Registered Non-Hong Kong Company issued by the Registrar of Companies in Hong Kong on 9 April 2015, the English name of the Company was changed from “Ming Fung Jewellery Group Limited” to “O Luxe Holdings Limited” and the Chinese name of the Company was changed from “明豐珠寶集團有限公司” (for identification purpose only) to “奧立仕控股有限公司”.

The functional currency of the Company and its subsidiaries (collectively referred to as the “Group”) is Hong Kong dollars (“HK$”) and for those subsidiaries established in the People’s Republic of China (the “PRC”) and Italy are Renminbi (“RMB”) and Euro respectively. The condensed consolidated financial statements are presented in Hong Kong dollars (“HK$”) for the convenience of users of the condensed consolidated financial statements as the Company is listed in Hong Kong.

The Company is principally engaged in investment holding and the principal activities of its subsidiaries are exports and domestic trading, retail and wholesale of jewellery products, writing instruments and watches, provision of loan financing in Hong Kong and mining.

2. BASIS OF PREPARATION

The condensed consolidated financial statements have been prepared in accordance with the applicable disclosure requirements of Appendix 16 to the Rules Governing the Listing of Securities on the Stock Exchange (the “Listing Rules”) and with Hong Kong Accounting Standard (“HKAS”) 34 “Interim Financial Reporting” issued by the Hong Kong Institute of Certified Public Accountants (the “HKICPA”).

3. SIGNIFICANT ACCOUNTING POLICIES

The unaudited condensed financial statements have been prepared on the historical cost basis except for certain financial instruments that are measured at fair value as appropriate. Historical cost is generally based on the fair value of the consideration given in exchange for goods and services.

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Except for the Group has applied the following new and revised standards, amendments and interpretations (“new and revised HKFRSs”) issued by HKICPA, which are mandatory for the accounting periods beginning on or after 1 October 2014, the accounting policies and methods of computation used in the preparation of these accounts are consistent with those used in the annual accounts for the year ended 30 September 2014.

Amendments to HKFRS 10,	Investment entities
HKFRS 12 and HKAS 27
Amendments to HKAS 19	Defined benefit plans: Employee Contribution
Amendments to HKAS 32	Offsetting financial assets and financial liabilities
Amendments to HKAS 36	Recoverable amount disclosures for non-financial assets
Amendments to HKAS 39	Novation of derivatives and continuation of hedging
	accounting
Amendments to HKFRSs	Annual improvements to HKFRSs 2010–2012 cycle
Amendments to HKFRSs	Annual improvements to HKFRSs 2011–2013 cycle
HK(IFRIC)-INT 21	Levies

The executive directors of the Company anticipate that the adoption of these new and revised HKFRSs has had no material effect on the amounts reported and/or disclosures set out in these condensed consolidated financial statements.

The Group has not early applied the following new and revised HKFRSs that have been issued but are not yet effective:

Amendments to HKFRS 11	Accounting for acquisitions of interests in joint
	operations1
Amendments to HKAS 16	Clarification of acceptable methods of depreciation and
and HKAS 38	amortization1
Amendments to HKFRS 9	Mandatory effective date of HKFRS 9 and transition
and HKFRS 7	disclosures3
Amendments to HKFRSs	Annual Improvements to HKFRSs 2012–2014 cycle1
Amendments to HKAS 27	Equity method in separate financial statements1
Amendments to HKFRS 10	Sale or contribution of assets between an investor and
and HKAS 28	its associate or joint venture1
HKFRS 9	Financial instruments3
HKFRS 15	Revenue from contracts with customers2
HKFRS 14	Regulatory deferral accounts4
Amendments to HKAS 1	Disclosure initiative1
Amendments to HKFRS 10,	Investment entities: Applying the consolidation
HKFRS 12 and HKAS 28	exception1

1 Effective for annual periods beginning on or after 1 January 2016.

2 Effective for annual periods beginning on or after 1 January 2017.

3 Effective for annual periods beginning on or after 1 January 2018.

• 4 Effective for first annual HKFRS financial statements beginning on or after 1 January 2016.

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4. TURNOVER AND OTHER REVENUE AND NET GAINS

Turnover represents the net invoiced value of goods sold, after allowances for returns and trade discounts.

An analysis of turnover and other revenue is as follows:

Turnover — sale of goods Other revenue Interest income Sundry income	For the six months ended 31 March 2015 2014 HK$’000 HK$’000 (Unaudited) (Unaudited) 157,455 393,883 326 597 488 41 814 638 158,269 394,521	For the six months ended 31 March 2015 2014 HK$’000 HK$’000 (Unaudited) (Unaudited) 157,455 393,883 326 597 488 41 814 638 158,269 394,521
		597 41
		638
		394,521

5. SEGMENT INFORMATION

Operating segments are reported in a manner consistent with internal reporting provided to the board of directors of the Company who is responsible for allocating resources and assessing performance of the operating segments.

The Group’s operating segments are structured and managed separately according to the nature of their operations and the products they provided. Each of the Group’s operating segments represents a strategic business unit that offers products which are subject to risks and returns that are different from those of the other operating segments. Summary details of the operating segments are as follows:

• (a) Exports segment is export of manufactured jewellery products and writing instruments;

• (b) Domestic segment is trading of jewellery products and watches for the Group’s retail and wholesale business in the territories of the mainland China, Macau, Hong Kong and Taiwan; and

• (c) Mining segment comprised the mining, exploration and sale of gold resources.

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Segment information about these reportable segments is presented below:

(a) Segment revenues and results

For the six months ended 31 March

Segment revenue: External sales Segment results Unallocated corporate income and expenses Loss before taxation	Exports 2015 2014 HK$’000 HK$’000 (Unaudited) (Unaudited) 8,338 19,704 (978) (20,203)	Domestic 2015 2014 HK$’000 HK$’000 (Unaudited) (Unaudited) 149,117 374,179 (28,822) 13,653	Mining 2015 2014 HK$’000 HK$’000 (Unaudited) (Unaudited) – – (12,844) (781)	Total	Total
	2015 HK$’000 (Unaudited) 8,338 (978)	2015 HK$’000 (Unaudited) 149,117 (28,822)	2015 HK$’000 (Unaudited) – (12,844)	2015 HK$’000 (Unaudited) 157,455 (42,644) (10,174) (52,818)	2014 HK$’000 (Unaudited) 393,883
					(7,331) (9,295)
					(16,626)

The segment results represent the results earned by each segment without allocation of central administration costs, directors’ salaries, interest income and finance costs. This is the measure reported to the chief operating decision makers, being the directors of the Company, for the purposes of resource allocation and assessment of segment performance.

(b) Segment assets and liabilities

ASSETS Segment assets Unallocated segment assets Total assets LIABILITIES Segment liabilities Unallocated segment liabilities Total liabilities	Exports At At 31 March 30 September 2015 2014 HK$’000 HK$’000 (Unaudited) (Audited) 74,013 77,707 881 10,170	Domestic At At 31 March 30 September 2015 2014 HK$’000 HK$’000 (Unaudited) (Audited) 910,340 775,495 62,161 30,646	Mining At At 31 March 30 September 2015 2014 HK$’000 HK$’000 (Unaudited) (Audited) 79,810 93,781 946 1,002	Total	Total
				At At 31 March 30 September 2015 2014 HK$’000 HK$’000 (Unaudited) (Audited) 1,064,163 946,983 326,182 323,420 1,390,345 1,270,403 63,988 41,818 110,413 105,687 174,401 147,505
					1,270,403
					41,818 105,687
					147,505

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For the purpose of monitoring segment performances and allocating resources between segment:

• all assets are allocated to operating segments, other than contingent consideration receivables and bank balances and cash which are not able to allocate into reportable segments.

• all liabilities are allocated to operating segments, other than borrowings, deferred tax liabilities and income tax payable which are not able to allocate into reportable segments.

(c) Geographic information

Information about the Group’s revenue from external customers and non-current assets is presented based on the location of operations and geographical location of assets respectively.

	Revenue from
	external customers
	For the six months	Non-current assets at
	ended 31 March	31 March 30 September
	2015 2014	2015	2014
	HK$’000 HK$’000	HK$’000	HK$’000
	(Unaudited) (Unaudited)	(Unaudited)	(Audited)
Europe	8,338 19,704	46,218	48,781
Middle East and Asia	149,117 374,179	123,714	139,376
	157,455 393,883	169,932	188,157

Note: Non-current assets excluded contingent consideration receivable.

– 9 –

6. LOSS FROM OPERATING ACTIVITIES

The Group’s loss from operating activities is arrived at after charging:

	For the six	months
	ended 31	March
	2015	2014
	HK$’000	HK$’000
	(Unaudited)	(Unaudited)
Cost of inventories sold	120,118	315,382
Depreciation of property, plant and equipment	3,041	2,819
Minimum lease payments under operating leases
on leasehold land and buildings	2,047	1,642
Staff costs (excluding directors’ remuneration):
— wages, salaries and other benefits	8,142	10,324
— retirement benefits scheme contributions	718	974
— directors’ remuneration	310	260
FINANCE COSTS
	For the six	months
	ended 31	March
	2015	2014
	HK$’000	HK$’000
	(Unaudited)	(Unaudited)
Interest on bank loans wholly repayable within five years	2,820	3,276
INCOME TAX (CREDIT)/EXPENSE
	For the six	months
	ended 31	March
	2015	2014
	HK$’000	HK$’000
	(Unaudited)	(Unaudited)
Current period provision
Hong Kong Profits Tax	174	949
Overseas taxation	751	4,978
Deferred taxation	(14,950)	(1,672)
Income tax (credit)/expense	(14,025)	4,255

7. FINANCE COSTS

8. INCOME TAX (CREDIT)/EXPENSE

Hong Kong Profits Tax is calculated at 16.5% of the estimated assessable profits for both periods. Taxation arising in other jurisdictions is calculated at the rates prevailing in the relevant jurisdictions.

– 10 –

Under the Law of the PRC on Enterprise Income Tax (the “EIT Law”) and Implementation Regulation of the EIT Law, the tax rate of the Group’s subsidiaries in the PRC is 25% from 1 January 2008 onwards.

9. DIVIDEND

The Board does not recommend the payment of an interim dividend for the six months ended 31 March 2015 (for the six months ended 31 March 2014: Nil).

10. LOSS PER SHARE

The calculation of basis loss per share is based on the loss for the six months ended 31 March 2015 attributable to the owners of the Company of approximately HK$34,864,000 (six months ended 31 March 2014: loss of approximately HK$20,891,000) and the weighted average number of 7,619,499,891 (2014: 4,366,027,293) ordinary shares in issue during the period.

The computation of diluted loss per share for the six months ended 31 March 2015 is the same as the basic loss per share because the Company had no dilutive potential shares.

11. INTANGIBLE ASSETS

Carrying amount at 1 October 2014 (Audited) Exchange realignment Additions through acquisition of subsidiaries_(Note 18) Amortisation for the period Impairment loss recognized(Note i)_ Carrying amount at 31 March 2015 (Unaudited) Carrying amount at 1 April 2014 (Unaudited) Exchange realignment Amortisation for the period Impairment loss recognized Carrying amount at 30 September 2014 (Audited)	Mining rights HK$’000 90,925 (457) – – (12,204) 78,264 117,095 1,189 – (27,359) 90,925	Distribution rights HK$’000 13,464 (142) 72,787 (11,267) (67,674) 7,168 19,482 139 (6,157) – 13,464	Trademarks HK$’000 6,729 (703) – – – 6,026 49,411 (1,121) – (41,561) 6,729	Total HK$’000 111,118 (1,302) 72,787 (11,267) (79,878) 91,458 185,988 207 (6,157) (68,920) 111,118

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• Note i: During the six months ended 31 March 2015, based on the valuation report prepared by Grant Sherman, the carrying values of the Group’s distribution rights amounting to approximately HK$67,674,000 were impaired, which was mainly due to momentous reverse in the market environment of the newly acquired business.

12. GOODWILL

Cost At 1 April 2014 (Unaudited) Disposal At 30 September 2014 (Audited) Additions through acquisition of subsidiaries_(Note 18)_ At 31 March 2015 (Unaudited) Accumulated impairment losses At 1 April 2014 (Unaudited) Recognised for the period Eliminated on disposals At 30 September 2014 (Audited) Recognised for the period At 31 March 2015 (Unaudited) Carrying amount At 31 March 2015 (Unaudited) At 30 September 2014 (Audited)

HK$’000 675,520 (11,569) 663,951 79,317 743,268 635,036 10,929 (11,569) 634,396 79,317 713,713 29,555 29,555

– 12 –

For the purposes of impairment testing, goodwill set out above has been allocated to three (30 September 2014: three) individual cash generating units as at 31 March 2015. The carrying amounts of goodwill (net of accumulated losses) at the end of the reporting period allocated to these are as follows:

Export Domestic Mining	31 March 30 September 2015 2014 HK$’000 HK$’000 (Unaudited) (Audited) – – 29,555 29,555 – – 29,555 29,555	31 March 30 September 2015 2014 HK$’000 HK$’000 (Unaudited) (Audited) – – 29,555 29,555 – – 29,555 29,555
		29,555

Export

The recoverable amount of the export cash-generating units (“CGU”) is the higher of the fair value less cost to sell or value in use. At 31 March 2015, the recoverable amount of this CGU was determined based on fair value less costs to sell, which was determined in a similar manner as in 30 September 2014.

Key assumptions used in the calculation of value in use were discount rate, growth rate and budgeted revenue. The discount rate used 22.9% (30 September 2014: 27.6%) was an pre-tax measure based on the risk-free rate obtained from the yield on 10-year bonds issued by the government in the relevant market, adjusted for a risk premium to reflect specific risks relating to the cash-generating units. A growth rate ranging from 5% to 10% (30 September 2014: 10%–25%) and gross profit margin at 18% to 30% (30 September 2014: 37.6%–50%) was used. Budgeted revenue has been based on past experience and future expectations in the light of anticipated economic and market conditions.

Domestic

The recoverable amount of the domestic cash-generating units was based on its value in use calculation using cash flow projections based on financial budgets approved by management covering the period of 5 years. Value in use in 31 March 2015 was determined in a similar manner as in 30 September 2014.

Key assumptions used in the calculation of value in use were discount rate, growth rate and budgeted revenue. The discount rate ranging from 17.2% to 25.7% were used (30 September 2014: 28.5%) was an pre-tax measure based on the risk-free rate obtained from the yield on 10-year bonds issued by the government in the relevant market, adjusted for a risk premium to reflect specific risks relating to the cash-generating units. A growth rate ranging from 0% to 5% (30 September 2014: 5.0%–10%) was used. Cash flow, beyond

– 13 –

the five-year were projected by using a steady growth rate of 0% to 3% (30 September 2014: 3.0%). Budgeted revenue has been based on past experience and future expectations in the light of anticipated economic and market conditions. Based on the valuation report by Grant Sherman Appraisal Limited, an impairment loss of approximately HK$79,317,000 was recognised for the six months ended 31 March 2015 (year ended 30 September 2014: HK$34,061,000), which was mainly due to momentous reverse in the luxury market for the period under review.

13. TRADE RECEIVABLES

The Group normally allows credit terms to established customers ranging from 30 to 120 days.

An aging analysis of the trade receivables as at the end of the reporting period, based on the date of recognition of the sale, is as follows:

1–30 days 31–60 days 61–90 days Over 90 days	At 31 March 2015 At 30 September 2014 HK$’000 HK$’000 (Unaudited) (Audited) 24,371 574,340 13,487 6,300 4,073 3,410 6,647 8,518 48,578 592,568	At 31 March 2015 At 30 September 2014 HK$’000 HK$’000 (Unaudited) (Audited) 24,371 574,340 13,487 6,300 4,073 3,410 6,647 8,518 48,578 592,568
		592,568

14. TRADE PAYABLES

The Group normally obtains credit terms ranging from 30 to 180 days from its suppliers.

An aging analysis of the trade payables as at the end of the reporting period, based on the date of receipt of goods purchased, is as follows:

1–30 days 31–60 days 61–90 days 91–120 days	At 31 March 2015 At 30 September 2014 HK$’000 HK$’000 (Unaudited) (Audited) 16,302 26,188 2,047 23 148 51 2,833 449 21,330 26,711	At 31 March 2015 At 30 September 2014 HK$’000 HK$’000 (Unaudited) (Audited) 16,302 26,188 2,047 23 148 51 2,833 449 21,330 26,711
		26,711

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15. BORROWINGS

	At	At
	31 March	30 September
	2015	2014
	HK$’000	HK$’000
	(Unaudited)	(Audited)
Unsecured bank loans_(Note)_	81,253	63,095
Total current bank loans and other borrowings were repayable as follows:
	At	At
	31 March	30 September
	2015	2014
	HK$’000	HK$’000
	(Unaudited)	(Audited)
Carrying amounts repayable:
On demand or within one year	81,253	63,095

Note: Bank loans bear interest at variable rates by reference to the People’s Bank of China’s lending rate, ranging from 6% to 7% per annum (30 September 2014: 6% to 7% per annum).

16. DEFERRED TAX LIABILITIES

The movements in deferred tax liabilities during the year are as follows:

	Intangible	Leasehold
	assets	buildings	Total
	HK$’000	HK$’000	HK$’000
At 1 April 2014 (Unaudited)	50,208	10,142	60,350
Exchange realignment	(135)	(78)	(213)
Credit to profit and loss	(22,038)	(202)	(22,240)
At 30 September 2014 (Audited)	28,035	9,862	37,897
Fair value adjustment arising from
acquisition of subsidiaries_(Note 18)_	12,010	–	12,010
Exchange realignment	(84)	(27)	(111)
Credit to profit and loss	(14,950)	–	(14,950)
At 31 March 2015 (Unaudited)	25,011	9,835	34,846

– 15 –

Under the EIT Law of PRC, withholding tax is imposed on dividends in respect of profits earned by PRC subsidiaries from 1 January 2008 onwards (the “Post-2008 Earnings”). Deferred taxation has not been provided for in the consolidation financial statements in respect of temporary difference attributable to the “Post-2008 Earnings” as the Group is able to control the timing of the reversal of the temporary differences and it is probable that the temporary differences will not reverse in the foreseeable future.

17. SHARE CAPITAL

Authorised: 10,000,000,000 Ordinary shares of HK$0.1 each (30 September 2014: 10,000,000,000 Ordinary shares of HK$0.01 each) Issued and fully paid: At 1 April 2014 (Unaudited) Open offer_(Note i) At 30 September 2014 (Audited) Issue of shares(Note ii) Capital reorganisation(Note iii)_ At 31 March 2015 (Unaudited)	At 31 March 2015 At 30 September 2014 HK$’000 HK$’000 (Unaudited) (Audited) 1,000,000 100,000 Number of Shares Nominal value ’000 HK$’000 4,366,027 43,660 2,183,014 21,830 6,549,041 65,490 1,623,529 16,235 (7,355,313) – 817,257 81,725	At 31 March 2015 At 30 September 2014 HK$’000 HK$’000 (Unaudited) (Audited) 1,000,000 100,000 Number of Shares Nominal value ’000 HK$’000 4,366,027 43,660 2,183,014 21,830 6,549,041 65,490 1,623,529 16,235 (7,355,313) – 817,257 81,725
		Nominal value HK$’000 43,660 21,830
		65,490 16,235 –
		81,725

Notes:

• (i) On 10 April 2014, the Company completed the open offer on the basis one offer share for every two shares held on the record date and 2,183,013,646 shares were issued. The net proceeds from the open offer was approximately HK$172,100,000.

• (ii) On 18 December 2014, the Company issued of 1,623,529,411 consideration shares in the principal of HK$138 million to Prestige Rich Holdings Limited for acquisition of 100% of the issued share capital of Sinoforce Group Limited.

• (iii) There was capital reorganization of the Company effected on 17 March 2015 which comprised (1) Share consolidation — it was implemented to consolidate every ten issued and unissued shares of par value of HK$0.01 each into one share (“Consolidated Share”) of par value of HK$0.1 each. (2) Increase in authorized capital from HK$100,000,000 divided into 1,000,000,000 Consolidated Shares of par value of HK$0.1 each to HK$1,000,000,000 divided into 10,000,000,000 Consolidated Shares of par value of HK$0.1 each.

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18. ACQUISITION OF SUBSIDIARIES

On 6 October 2014, the Group entered into the sale and purchase agreement to acquire the entire interest in Sinoforce Group Limited, which indirectly hold the exclusive distribution right of the products of “GIRARD-PERREGAUX” and “JEANRICHARD” in the territories of the mainland China, Macau, Hong Kong and Taiwan. The consideration for the acquisition is HK$138 million and was satisfied by the Company to allot and issue to the vendor 1,623,529,411 new shares, credited as fully paid, at the issue price of HK$0.085 per share upon completion of the acquisition. The fair value of the shares to be issued was determined using the published closing price of HK$0.087 at the date of completion, amounting to approximately HK$141 million. The completion date of the acquisition was on 18 December 2014, which is also the acquisition date (“Acquisition Date”) for accounting purpose. Sinoforce Group Limited is an investment holding company incorporated in the British Virgin Islands.

Assets acquired and liabilities recognised at the date of acquisition were as follows: Plant and equipment Distribution rights_(Note 11) Inventories Trade receivables Prepayment, deposit and other receivables Bank balances and cash Trade payables Other payables and accruals Deferred tax liabilities Net assets Goodwill arising on acquisition(Note 12) Total consideration Total purchase consideration satisfied by: Issuance of new shares Contingent consideration receivable(Note)_ Net cash inflow arising on acquisition: Bank balances and cash acquired

Acquirees’ fair value at acquisition date HK$’000 1,876 72,787 116,028 1,960 3,597 3,393 (51,466) (84,729) (12,010) 51,436 79,317 130,753 141,247 (10,494) 130,753 3,393

– 17 –

• Note: An arrangement requires the former owner of Sinoforce Group Limited to guarantee the Company that the total net profits of Sinoforce Group Limited after tax for the financial years ended 31 December 2015, 2016 and 2017 shall not be less than HK$69 million. If the total net profits fail to meet in the sum of HK$69,000,000 by 31 December 2017, the former owner shall have the option either: (i) to compensate the Company on the shortfall to the total net profits in cash based on the formula (amount of compensation = (HK$69,000,000 – actual net profits) x 2), or (ii) to have the actual number of the consideration shares to be released to the former owner or its nominee(s) by the escrow agent on the payment date downward adjusted in accordance with the formula (adjusted number of consideration shares = actual net profits/HK$69,000,000 x 1,623,529,411 shares). Fair value of contingent consideration receivable of HK$10,494,000 is based on valuation results of Grant Sherman, by using a probability model as at 18 December 2014.

19. CONTINGENT LIABILITIES

The Group did not have any significant contingent liabilities as at 31 March 2015 (30 September 2014: Nil).

20. OPERATING LEASE ARRANGEMENTS

The Group leases certain premises under operating lease arrangements. Leases are negotiated for a term ranging from three to five years. The Group does not have an option to purchase the leased assets at the expiry of the lease period. At the end of the reporting period, the Group’s total future minimum lease payments under non-cancellable operating leases are as follows:

Within 1 year In 2 to 5 years, inclusive	At 31 March 2015 At 30 September 2014 HK$’000 HK$’000 (Unaudited) (Audited) 6,806 5,528 6,161 6,295 12,967 11,823	At 31 March 2015 At 30 September 2014 HK$’000 HK$’000 (Unaudited) (Audited) 6,806 5,528 6,161 6,295 12,967 11,823
		11,823

21. EVENTS AFTER THE REPORTING PERIOD

On 23 April 2015, the Company completed the open offer on the basis two offer shares for every one share held on the record date and 1,634,514,070 shares were issued. The net proceeds from the open offer was approximately HK$487,200,000. Details of the results of the open offer are set out in the announcement of the Company dated 22 April 2015.

– 18 –

MANAGEMENT DISCUSSION AND ANALYSIS

FINANCIAL REVIEW

The Group’s turnover for the six months ended 31 March 2015 decreased by 60.0% from approximately HK$393.9 million last year to approximately HK$157.5 million. The decrease was mainly attributable to (i) the weakened consumption of luxury goods in Hong Kong and China (ii) the increasing trend of consumer purchase luxury goods directly from Europe due to weakened Euro, and (iii) the disposal of retail business in Liaoning in June 2014. The Group’s gross profit amounted to HK$37.3 million, the gross profit margin improved to 23.7% (six months end 31 March 2014: 19.9%). Loss attributable to shareholders was approximately HK$34.9 million, inclusive of impairment on goodwill and intangible assets of HK$159.2 million.

The impairment on goodwill and distribution rights amounted to HK$79,317,000 and HK$67,674,000 respectively, which were attributable to the downward revision of financial projection in the newly acquired business. Resulting from the impact of weakening Euro, more and more consumers tend to purchase luxury goods directly from Europe. Also, other luxury watch brands have recently lowered their retail price, the business has faced keen competition since January 2015. According to the sale and purchase agreement, the vendor will compensate the Company if the newly acquired business fail to meet the total net profits in the sum of HK$69,000,000 by 31 December 2017. The change of fair value of contingent consideration receivable of HK$120.8 million has been recorded during the period, which is reflecting the compensation from the vendor. The impairment on the mining right was amounted to approximately HK$12,204,000 for the six months ended 31 March 2015, which was attributable to the change in fair value according to the valuation report as compared to the year ended 30 September 2014. Details of the key assumptions used in the calculation of goodwill are set out in Note 12.

During the period, the selling and distribution expenses of the Group decreased by 21.6% to approximately HK$20.4 million, as compared to HK$26.1 million from the corresponding period last year. The Group’s administrative expenses maintained fairly stable at approximately HK$18.0 million as compared to approximately HK$17.1 million for the same period last year.

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BUSINESS REVIEW AND PROSPECTS

During the period under review, the Group’s turnover for the six months ended 31 March 2015 decreased by 60.0% from approximately HK$393.9 million last year to approximately HK$157.5 million. The Group’s performance was continuously impacted by the deteriorating luxury goods market environment, a slowing economy and government anti-gifting campaigns in China.

On 18 December 2014, the Group successfully acquired the entire interest in Sinoforce Group Limited, which indirectly hold the exclusive distribution right of the products of “GIRARD-PERREGAUX” and “JEANRICHARD” in the territories of the mainland China, Macau, Hong Kong and Taiwan, the acquisition has further enhanced the Group’s distributor business.

During the period, the Group entered into the money lending business via its wholly-owned subsidiary, Chance Achieve Limited. The new money lending business allows the Group to diversify its source of income with the aim of generating appropriate returns to our shareholders.

For the gold mining business in Chi Feng, the production schedule of the Chi Feng gold mines has been delayed due to an extensive time has been spent on (i) reviewing and negotiating the construction cost of the infrastructure of the mining facilities with the PRC mining institution, and (ii) revision of production plan in compliance with the PRC safety regulation. The Group has been adopting stringent and prudent approach in the development plan and its implementation schedule in the Chi Feng gold mine and will adjust the development pace as and when appropriate.

Looking forward, the challenging environment in PRC luxury goods market is expected to persist, the Group will continue to adopt stringent cost control measures, employ appropriate strategies in enhancing our product portfolio and operating efficiency and explore new business opportunities to cope with existing market environment.

LIQUIDITY AND FINANCIAL RESOURCES

As at 31 March 2015, the Group has received HK$60.0 million in relation to the profits guarantee of HK$120.0 million in the acquisition of Omas International S.A. The balance payment of HK$60.0 million will be settled within 6 months after submission of the audit report of Omas SRL for the year ended 31 December 2014.

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As at 31 March 2015, the bank balances and cash on hand of the Group amounted to HK$668.2 million (30 September 2014: HK$202.0 million). The Group’s current assets and current liabilities were approximately HK$1,091.0 million and HK$139.6 million respectively (30 September 2014: current assets HK$1,082.2 million; current liabilities HK$109.6 million).

The Group’s non-current assets amounted to approximately HK$299.4 million (30 September 2014: HK$188.2 million), representing an increase of approximately HK$111.2 million, which was mainly due to the contingent consideration receivable recognized as at 31 March 2015.

The Group’s inventory turnover, trade receivables turnover and trade payables turnover periods were 406 days, 56 days and 32 days, respectively. These turnover periods are consistent with the respective policies of the Group on credit terms granted to customers and credit terms obtained from suppliers.

During the period under review, the Group financed its operations and investing activities through a combination of operating cash inflows and interest bearing borrowings. The capital structure of the Company solely consists of share capital. As at 31 March 2015, shareholder equity in the Group amounted to HK$1,192.5 million (30 September 2014: HK$1,094.2 million).

The Group’s total interest bearing bank borrowings as at 31 March 2015 amounted to approximately HK$81.3 million (30 September 2014: HK$63.1 million). The interest bearing bank borrowing were mainly used for working capital purpose and carried at commercial lending interest rates.

CONTINGENT LIABILITIES

As at the end of the reporting period, the Group did not have any significant contingent liabilities.

MATERIAL ACQUISITIONS OR DISPOSALS

Save as disclosed below, there was no material acquisition or disposal of subsidiaries and associated companies by the Group during the six months ended 31 March 2015.

On 18 December 2014, the Group has acquired the entire interest of Sinoforce Group Limited and its subsidiary at a consideration of HK$141 million. The acquisition was approved in on Extraordinary General Meeting of the Company held on 25 November 2014.

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EMPLOYEES AND EMPLOYMENT POLICIES

As at 31 March 2015, the Group had a staff roster of 76 (2014: 93). The remuneration of employees was in line with market trench and commensurate to the levels of pay in the industry and to the performance of individual employees that are regularly reviewed each year.

The Group has established a share option scheme for its employees and other eligible participants with a view to providing an incentive to or as a reward for their contribution to the Group.

PURCHASE, REDEMPTION OR SALE OF LISTED SECURITIES OF THE COMPANY

Neither the Company, nor any of its subsidiaries purchased, redeemed or sold any of the Company’s listed securities during the period.

CORPORATE GOVERNANCE

None of the directors of the Company is aware of information that would reasonably indicate that the Company is not, or was not during the six months ended 31 March 2015 in compliance with the code provisions of the Corporate Governance Code (the “Code”) as set out in Appendix 14 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”) except the following deviations:

Code Provision A.2.1

Mr. Wong Chi Ming, Jeffry (“Mr. Wong”) is the Chairman of the Company. The Company has no such title as the chief executive officer before 9 January 2015 and the daily operation and management of the Company is monitored by the executive directors as well as the senior management. The Board is of the view that although there is no chief executive officer before 9 January 2015, the balance of power and authority is ensured by the operation of the Board, which comprises experienced individuals and meet from time to time to discuss issues affecting the operation of the Company.

The Company has appointed Mr. Zhang Jinbing as chief executive officer with effect from 9 January 2015 and has complied with code provision A.2.1 since 9 January 2015.

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Code Provision E.1.2

The chief executive officer attended 2015 annual general meeting (“2015 AGM”) to answer questions and collect views of shareholders. Though other directors were unable to attend 2015 AGM due to other business engagements, their representative, the company secretary and the auditors had attended the meeting to answer questions at the meeting.

MODEL CODE FOR SECURITIES TRANSACTIONS BY DIRECTORS

The Company has adopted the Model Code as set out in Appendix 10 of the Listing Rules regarding securities transactions by its directors. The Company has made specific enquiry of all Directors regarding any non-compliance with the Model Code. All the Directors confirmed that they have fully complied with the required standard set out in the Model Code during the period.

AUDIT COMMITTEE

The Company has an audit committee which was established, for the purposes of reviewing and providing supervision over the Group’s financial reporting process and internal controls. Currently the audit committee comprises the five independent non-executive Directors of the Company. The unaudited interim report for the period has been reviewed and approved by the audit committee.

INTERIM DIVIDEND

The Board does not declare an interim dividend for the six months ended 31 March 2015 (six months ended 31 March 2014: nil)

APPRECIATION

On behalf of the Board, I would like to express our appreciation to all our management and staff members for their ongoing contribution and hard work. We would also like to thank our shareholders for their continuing support.

On behalf of the Board O Luxe Holdings Limited Wong Chi Ming, Jeffry Chairman

Hong Kong, 29 May 2015

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As at the date of this announcement, the Company’s executive directors are Mr. Wong Chi Ming, Jeffry, Mr. Yu Fei, Philip and Mr. Zhang Jinbing and the independent non-executive directors are Dr. Zhu Zhengfu, Dr. Li Yifei, Dr. Willinge Garry Alides, Mr. Tam Ping Kuen, Daniel and Ms. Chu Wai Fan.

• For identification purpose only

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