Apollo Future Mobility Group Limited — Interim / Quarterly Report 2016

May 13, 2016

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

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 860)

2016 INTERIM RESULTS ANNOUNCEMENT FOR THE SIX MONTHS ENDED 31 MARCH 2016

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 2016, 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 2016

Notes CONTINUING OPERATIONS Revenue 4 Cost of sales Gross profit Change in fair value of contingent consideration receivable Other revenue and net gains 4 Amortisation of intangible assets Fair value loss on held-for-trading investment Impairment loss on goodwill Reversal of/(Impairment loss) on intangible assets Selling and distribution expenses Administrative expenses	For the six months ended 31 March 2016 2015 HK$’000 HK$’000 (Unaudited) (Unaudited) (Restated) 186,554 149,117 (112,392) (114,289) 74,162 34,828 (15,320) 120,758 2,647 814 (5,309) (11,267) (24,682) – – (79,317) 3,207 (79,878) (14,559) (19,018) (21,344) (16,122)

– 1 –

Notes Loss from operating activities 6 Finance costs 7 Loss before taxation Income tax (expense)/credit 8 Loss for the period from continuing operation DISCONTINUED OPERATION Loss for the period from discontinued operation 9 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 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 from continuing and discontinued operations — Basic and diluted 11 Loss per share from continuing operations — Basic and diluted

For the six months ended 31 March 2016 2015 HK$’000 HK$’000 (Unaudited) (Unaudited) (Restated) (1,198) (49,020) (1,948) (2,820) (3,146) (51,840) (3,386) 14,025 (6,532) (37,815) (4,423) (978) (10,955) (38,793) (14,894) (8,943) (25,849) (47,736) (11,290) (34,864) 335 (3,929) (10,955) (38,793) (26,342) (42,436) 493 (5,300) (25,849) (47,736) HK(0.46) cents HK(0.46)cents HK(0.28) cents HK(0.44)cents

– 2 –

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AT 31 MARCH 2016

Notes Non-current assets Intangible assets 12 Property, plant and equipment Goodwill Contingent consideration receivable 13 Current assets Inventories Trade and other receivables 14 Loan receivables 15 Held-for-trading investments Amount due from shareholder of a subsidiary Bank balances and cash Assets of discontinued operation classified as held for sale 9 Total currents assets Current liabilities Trade payables 16 Accruals and other payables Borrowings 17 Income tax payable Liabilities of discontinued operations classified as held for sale 9 Total current liabilities	At 31 March 2016 At 30 September 2015 HK$’000 HK$’000 (Unaudited) (Audited) 112,111 115,871 5,354 16,672 29,555 29,555 48,451 63,771 195,471 225,869 306,711 278,508 90,836 133,053 239,500 203,000 53,214 66,869 5,066 5,165 736,188 758,939 1,431,515 1,445,534 24,255 – 1,455,770 1,445,534 4,985 31,977 34,126 27,128 70,886 61,060 8,156 5,451 14,590 – 132,743 125,616	At 31 March 2016 At 30 September 2015 HK$’000 HK$’000 (Unaudited) (Audited) 112,111 115,871 5,354 16,672 29,555 29,555 48,451 63,771 195,471 225,869 306,711 278,508 90,836 133,053 239,500 203,000 53,214 66,869 5,066 5,165 736,188 758,939 1,431,515 1,445,534 24,255 – 1,455,770 1,445,534 4,985 31,977 34,126 27,128 70,886 61,060 8,156 5,451 14,590 – 132,743 125,616
		225,869
		278,508 133,053 203,000 66,869 5,165 758,939
		1,445,534 –
		1,445,534
		31,977 27,128 61,060 5,451 –
		125,616

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Notes Net Current Assets Total assets less current liabilities Non-current liabilities Deferred tax liabilities 18 Net assets Capital and reserves Share capital 19 Reserves Equity attributable to the owners of the Company Non-controlling interests	At 31 March 2016 At 30 September 2015 HK$’000 HK$’000 (Unaudited) (Audited) 1,323,027 1,319,918 1,518,498 1,545,787 27,019 28,459 1,491,479 1,517,328 245,177 245,177 1,219,328 1,245,670 1,464,505 1,490,847 26,974 26,481 1,491,479 1,517,328	At 31 March 2016 At 30 September 2015 HK$’000 HK$’000 (Unaudited) (Audited) 1,323,027 1,319,918 1,518,498 1,545,787 27,019 28,459 1,491,479 1,517,328 245,177 245,177 1,219,328 1,245,670 1,464,505 1,490,847 26,974 26,481 1,491,479 1,517,328
		1,545,787 28,459
		1,517,328
		245,177 1,245,670
		1,490,847 26,481
		1,517,328

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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 31 MARCH 2016

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”).

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 and watches, money lending, securities investments and mining.

These interim financial information for the six months ended 31 March 2016 was approved by the Board of Directors on 13 May 2016.

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”).

The directors regard the liquidation of Omas SRL as discontinued operations and presented in accordance with HKFRS 5 “Non-current Assets Held for Sale and Discontinued Operations” in this Interim Financial Information. The comparative information in this Interim Financial Information has been restated accordingly.

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 2015.

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. REVENUE AND OTHER REVENUE AND NET GAINS

Revenue of the Group comprises the following:

Continuing operation Sale of goods Interest income on loan financing Continuing operation Other revenue Bank interest income Watch repairing services Sundry income	For the six months ended 31 March 2016 2015 HK$’000 HK$’000 (Unaudited) (Unaudited) (Restated) 172,676 149,117 13,878 – 186,554 149,117 1,193 326 1,181 – 273 488 2,647 814	For the six months ended 31 March 2016 2015 HK$’000 HK$’000 (Unaudited) (Unaudited) (Restated) 172,676 149,117 13,878 – 186,554 149,117 1,193 326 1,181 – 273 488 2,647 814
		149,117
		326 – 488
		814

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:

Discontinued operation

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

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Continuing operation

• (b) Domestic segment — 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 — the mining, exploration and sale of gold resources;

• (d) Money lending segment — provision of loan finance; and

• (e) Securities investments segment — trading of listed securities.

Segment information about these reportable segments is presented below:

(a) Segment revenues and results

For the six months ended 31 March

				Continuing operation	Continuing operation
	Domestic		Mining		Money	lending	Securities	investments	Total
	2016	2015	2016	2015	2016	2015	2016	2015	2016	2015
	HK$’000	HK$’000	HK$’000	HK$’000	HK$’000	HK$’000	HK$’000	HK$’000	HK$’000	HK$’000
	(Unaudited)	(Unaudited)	(Unaudited)	(Unaudited)	(Unaudited)	(Unaudited)	(Unaudited)	(Unaudited)	(Unaudited)	(Unaudited)
		(Restated)		(Restated)		(Restated)		(Restated)		(Restated)
Segment revenue:
External sales	172,676	149,117	–	–	13,878	–	–	–	186,554	149,117
Segment results	31,704	(28,822)	(384)	(12,844)	12,016	–	(24,682)	–	18,654	(41,666)
Unallocated corporate
income and expenses									(25,186)	3,851
Loss for the period from
continuing operation									(6,532)	(37,815)

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.

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(b) Segment assets and liabilities

Continuing operation Domestic Mining Money lending Securities investments At At At At At At At At 31 March 30 September 31 March 30 September 31 March 30 September 31 March 30 September 2016 2015 2016 2015 2016 2015 2016 2015 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 (Unaudited) (Audited) (Unaudited) (Audited) (Unaudited) (Audited) (Unaudited) (Audited) ASSETS Segment assets 345,997 396,596 88,511 88,346 251,497 206,877 53,214 66,869 Unallocated segment assets Total assets LIABILITIES Segment liabilities 26,020 46,957 1,626 948 2,335 – 5,002 – Unallocated segment liabilities Total liabilities	Total At At 31 March 30 September 2016 2015 HK$’000 HK$’000 (Unaudited) (Audited) 739,219 758,688 887,767 912,715 1,626,986 1,671,403 34,983 47,905 110,189 106,170 145,172 154,075	Total At At 31 March 30 September 2016 2015 HK$’000 HK$’000 (Unaudited) (Audited) 739,219 758,688 887,767 912,715 1,626,986 1,671,403 34,983 47,905 110,189 106,170 145,172 154,075
		1,671,403
		47,905 106,170
		154,075

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.

– 9 –

(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	Revenue from
	external customers
	For the six months		Non-current assets at
	ended 31 March		31 March 30 September
	2016	2015	2016	2015
	HK$’000	HK$’000	HK$’000	HK$’000
	(Unaudited)	(Unaudited)	(Unaudited)	(Audited)
		(Restated)		(Restated)
Europe	–	–	–	–
Middle East and Asia	186,554	149,117	147,022	162,098
	186,554	149,117	147,022	162,098

Note: Non-current assets excluded contingent consideration receivable.

6. LOSS FROM OPERATING ACTIVITIES

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

	For the six	months
	ended 31	March
	2016	2015
	HK$’000	HK$’000
	(Unaudited)	(Unaudited)
		(Restated)
Continuing operations
Cost of inventories sold	112,392	114,289
Depreciation of property, plant and equipment	639	3,041
Minimum lease payments under operating leases
on leasehold land and buildings	5,360	2,047
Staff costs (excluding directors’ remuneration):
— wages, salaries and other benefits	9,676	8,142
— retirement benefits scheme contributions	208	718
— directors’ remuneration	1,719	310

– 10 –

7. FINANCE COSTS

	For the six	months
	ended 31	March
	2016	2015
	HK$’000	HK$’000
	(Unaudited)	(Unaudited)
		(Restated)
Continuing operations
Interest on bank loans wholly repayable within five years	1,948	2,820

8.	INCOME TAX EXPENSE/(CREDIT) (RELATING TO CONTINUING
	OPERATION)

Current period provision Hong Kong Profits Tax Overseas taxation Deferred taxation Income tax expense/(credit)	For the six months ended 31 March 2016 2015 HK$’000 HK$’000 (Unaudited) (Unaudited) (Restated) 2,597 174 186 751 603 (14,950) 3,386 (14,025)

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.

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.

– 11 –

9. DISCONTINUED OPERATION

In October 2015, the Group ceased to provide financial support to its subsidiary, Omas SRL (“Omas”), a company incorporated in Italy. Because of insolvency, Omas ceased its operation and on 17 November 2015, a resolution was passed by the shareholders of Omas to get Omas dissolved and liquidated with effect from 1 December 2015.

Management has actively seeking for potential buyers in the market and considered that the sale is highly probable.

Accordingly, management reclassified Omas’s all assets and liabilities as assets of discontinued operation classified as held for sale and liabilities of discontinued operation classified as held for sale as at 31 March 2016, as the carrying amount would be recovered principally through sale, the assets and liabilities of Omas are available for immediate sale.

The results of the discontinued operation for the period ended 31 March are presented below:

Revenue Cost of sales Selling and distribution expenses Administrative expenses Loss of the discontinued operation Loss for the period from discontinued operation include the following Depreciation	For the six months ended 31 March 2016 2015 HK$’000 HK$’000 (Unaudited) (Unaudited) (Restated) – 8,338 – (5,829) – (1,421) (4,423) (2,066) (4,423) (978) – 301

– 12 –

The assets and liabilities of Omas included in the consolidated statement of financial position are as follows:

Assets Property, plant and equipment Inventories Trade receivables Bank balances and cash Transfer to assets of discontinued operation classified as held for sale Liabilities Trade and other payables Provision Deferred tax liabilities Transfer to liabilities of discontinued operation classified as held for sale Non-controlling interests Net assets of discontinued operations directly attributable to the Group	31 March 2016 HK$’000 (Unaudited) 10,913 10,216 2,311 815
	24,255
	11,183 1,344 2,063
	14,590
	957
	8,708

10. DIVIDEND

The Board does not recommend the payment of an interim dividend for the six months ended 31 March 2016 (for the six months ended 31 March 2015: Nil).

11. LOSS PER SHARE

The calculation of basis loss per share from continuing and discontinued operation is based on the loss for the six months ended 31 March 2016 attributable to the owners of the Company of approximately HK$11,290,000 (six months ended 31 March 2015: loss of approximately HK$34,864,000) and the weighted average number of 2,451,771,105 (2015: 7,619,499,891) ordinary shares in issue during the period.

The calculation of basis loss per share from continuing operations is based on the loss for the six months ended 31 March 2016 attributable to the owners of the Company before discontinued operation of approximately HK$6,867,000 (six months ended 31 March 2015: HK$33,886,000) and the weighted average number of 2,451,771,105 (2015: 7,619,499,891) ordinary shares in issue during the period.

– 13 –

The computation of diluted loss per share for the six months ended 31 March 2016 is the same as the basic loss per share because the Company had no dilutive potential shares.

12. INTANGIBLE ASSETS

Carrying amount at 1 October 2015 (Audited) Exchange realignment Amortisation for the period Reversal of impairment loss_(Note)_ Carrying amount at 31 March 2016 (Unaudited) Carrying amount at 1 April 2015 (Unaudited) Exchange realignment Amortisation for the period Reversal of impairment loss/ (Impairment loss recognized) Carrying amount at 30 September 2015 (Audited)	Mining rights HK$’000 86,877 (1,658) – – 85,219 78,264 (2,441) – 11,054 86,877	Distribution rights HK$’000 28,994 – (5,309) 3,207 26,892 7,168 (74) (15,536) 37,436 28,994	Trademarks HK$’000 – – – – – 6,026 (45) – (5,981) –	Total HK$’000 115,871 (1,658) (5,309) 3,207 112,111 91,458 (2,560) (15,536) 42,509 115,871

Note: During the six months ended 31 March 2016, based on the valuation report prepared by Grant Sherman Appraisal Limited (“Grant Sherman”), a reversal of impairment loss of HK$3,207,000 of the Group’s distribution rights was made.

13. CONTINGENT CONSIDERATION RECEIVABLE

At fair value At 1 April 2015 Change in fair value At 30 September 2015 Change in fair value At 31 March 2016	HK$’000 129,498 (65,727) 63,771 (15,320) 48,451

– 14 –

• Notes: The fair value of the contingent consideration receivable is related to the acquisition of Sino Group Limited (“Sinoforce Group”) and its former owner’s profit guarantee of HK$69,000,000 for Sino Group’s three financial years ending 31 December 2015, 2016 and 2017.

The fair value of the contingent consideration receivable at 31 March 2016 and 30 September 2015 are based on the valuations performed by Grant Sherman, using a Monte Carlo simulation.

As the profit guarantee relating to the acquisition of Sinoforce Group, covers period of more than one year, hence there are more interactions to be assessed for the results. Monte Carlo simulation is therefore adopted as the simulation produces distribution of possible outcome values. By assuming probability distributions, variables can have different probabilities of different outcomes occurring. Probability distributions are a much more realistic way of describing uncertainty in variables of the result.

The variable and assumptions used in computing the fair value of the contingent consideration receivable are based on the management’s best estimate. The value of the contingent consideration receivable varies with different variables of certain subjective assumptions.

	31 March	30 September
Inputs into Monte Carlo simulation	2016	2015
Profit guarantee amount	HK$69,000,000	HK$69,000,000
Standardised SD of profit	56.3%	49.7%
Number of iterations	1,000,000	1,000,000
Discount rate	0.60%	0.53%
Time to settlement date	2.17	2.67

– 15 –

14. TRADE AND OTHER RECEIVABLES

Trade receivables Less: Impairment loss recognised Deposits, prepayment and other receivables Interest receivables Amount due from a related party_(Note)_ Less: Impairment loss recognised	At 31 March At 30 September 2016 2015 HK$’000 HK$’000 (Unaudited) (Audited) 40,583 118,610 – (69,668) 40,583 48,942 40,299 54,347 9,954 3,870 – 60,000 50,253 118,217 – (34,106) 50,253 84,111 90,836 133,053

Note: The amount represents the profit guarantee compensation due from Hengdeli International Company Limited and is interest free, unsecured and repayable on demand.

Certain trade receivables with carrying amount of HK$26,680,000 as at 31 March 2016 (30 September 2015: HK$15,286,000) are pledged against short-term bank borrowings (see Note 17) granted to the Group.

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

– 16 –

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 LOAN RECEIVABLES Within 12 months	At 31 March 2016 At 30 September 2015 HK$’000 HK$’000 (Unaudited) (Audited) 11,421 39,791 3,435 4,248 6,597 1,687 19,130 3,216 40,583 48,942 At 31 March 2016 At 30 September 2015 HK$’000 HK$’000 (Unaudited) (Audited) 239,500 203,000

15. LOAN RECEIVABLES

The Group seeks to maintain strict control over its outstanding loan and interest receivables so as to minimise credit risk. The granting of loans is subject to approval by the management, whilst overdue balances are received regularly for recoverability. The loan receivables charged interests at contract rates ranging approximately 12%–21.6% (30 September 2015: 12%–21.6%) per annum and was entered with contractual maturity within 6–12 months.

The loan receivables were neither past due nor impaired at the end of the reporting period. The directors of the Company are of the opinion that no provision for impairment is necessary in respect of this loan receivable as there has not been a significant change in credit quality and the balance is still considered fully recoverable.

– 17 –

16. 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:

		At	At
		31 March	30 September
		2016	2015
		HK$’000	HK$’000
	(Unaudited)		(Audited)
1–30 days		4,513	31,975
31–60 days		–	–
61–90 days		–	2
91–120 days		472	–
		4,985	31,977
BORROWINGS
		At	At
		31 March	30 September
		2016	2015
		HK$’000	HK$’000
	(Unaudited)		(Audited)
Secured bank loans_(Note)_		70,886	61,060
Total current bank loans and other borrowings were repayable as follows:
		At	At
		31 March	30 September
		2016	2015
		HK$’000	HK$’000
	(Unaudited)		(Audited)
Carrying amounts repayable:
On demand or within one year		70,886	61,060

17. BORROWINGS

– 18 –

The Bank loans were secured by the Group’s assets at their carrying amounts as follows:

	At	At
	31 March	30 September
	2016	2015
	HK$’000	HK$’000
	(Unaudited)	(Audited)
Trade receivables	20,680	15,286

Note: Bank loans bear interest at variable rates by reference to the People’s Bank of China’s lending rate, ranging from 5% to 7% per annum (30 September 2015: 5% to 7% per annum).

18. DEFERRED TAX LIABILITIES

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

At 1 April 2015 (Unaudited) Exchange realignment Debit/(Credit) to profit and loss At 30 September 2015 (Audited) Exchange realignment Debit to profit and loss Transfer to liabilities of discontinued operations classified as held for sale At 31 March 2016 (Unaudited)	Total HK$’000 34,846 (1,587) (4,800) 28,459 (3) 626 (2,063) 27,019

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.

– 19 –

19. SHARE CAPITAL

Authorised: 10,000,000,000 Ordinary shares of HK$0.1 each (30 September 2015: 10,000,000,000 Ordinary shares of HK$0.1 each) Issued and fully paid: At 1 April 2015 (Unaudited) Open offer_(Note i)_ At 30 September 2015 (Audited) and At 31 March 2016 (Unaudited)	At 31 March 2016 At 30 September 2015 HK$’000 HK$’000 (Unaudited) (Audited) 1,000,000 1,000,000 Number of Shares Nominal value ’000 HK$’000 817,257 81,725 1,634,514 163,452 2,451,771 245,177

Notes:

• (i) On 23 April 2015, the Company completed the open offer on the basis two offer share for every one consolidated shares held on the record date and 1,634,514,070 shares were issued. The net proceeds from the open offer was approximately HK$487,100,000.

20. CONTINGENT LIABILITIES

The Group did not have any significant contingent liabilities as at 31 March 2016 (30 September 2015: Nil).

– 20 –

21. 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:

	At	At
	31 March	30 September
	2016	2015
	HK$’000	HK$’000
	(Unaudited)	(Audited)
Within 1 year	7,921	8,452
In 2 to 5 years, inclusive	2,825	6,097
	10,746	14,549

22. FAIR VALUE MEASUREMENTS RECOGNISED IN THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION

The fair value of financial assets and financial liabilities are determined as follows:

• the fair value of financial assets and financial liabilities with standard terms and conditions and traded in active liquid markets are determined with reference to quoted market bid prices and ask prices, respectively;

• the fair value of other financial assets and financial liabilities (excluding held-fortrading investments) is determined in accordance with generally accepted pricing models based on discounted cash flow analysis using prices from observable current market transactions and dealer quotes for similar instruments; and

• the fair value of held-for-trading investments is calculated using quoted prices. Where such prices are not available, the fair value is estimated using discounted cash flow analysis and the applicable curve for the duration of the instruments. For contingent consideration receivable, the fair value is estimated using a probability model.

The directors of the Company consider that the carrying amounts of financial assets and financial liabilities recorded at amortised cost in the consolidated financial statements approximate to their fair values due to their short-term maturities.

The following table provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into Levels 1 to 3 based on the degree to which the fair value is observable.

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• Level 1

• fair value measurement are those derived from quoted price (unadjusted) in active market for identical assets or liabilities.

• Level 2 — fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

• Level 3 — fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).

Fair value hierarchy at 31 March 2016:

	Level 1	Level 1	Level 2	Level 2	Level 3	Level 3	Total	Total
		30		30		30		30
	31 March	September	31 March	September	31 March	September	31 March	September
	2016	2015	2016	2015	2016	2015	2016	2015
	HK$’000	HK$’000	HK$’000	HK$’000	HK$’000	HK$’000	HK$’000	HK$’000
Contingent consideration receivable	–	–	–	–	48,451	63,771	48,451	63,771
Financial assets held at FVTPL
— Held-for-trading investments	53,214	66,869	–	–	–	–	53,214	66,869

During the six months ended 31 March 2016 and year ended 30 September 2015, there were no transfer between Level 1, 2 and 3.

23. RELATED PARTY AND CONTINUING CONNECTED TRANSACTIONS

• (a) In addition to a related party balances detailed in the consolidated financial statements and respective notes, the Group entered into the following significant transactions with related parties during the period, some of which are also deemed to be connected parties pursuant to the Listing Rules:

	Six Months	Six Months
	ended	ended
	31 March	31 March
	2016	2014
	HK$’000	HK$’000
Sales of goods to Hengdeli Group	25,174	20,014

(b) Key management compensation

The key management personnel of the Group comprises the directors of the Company only. Details of compensation of directors are included in Note 17.

24. EVENTS AFTER THE REPORTING PERIOD

There was no material event after the reporting period.

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MANAGEMENT DISCUSSION AND ANALYSIS

FINANCIAL REVIEW

The Group’s revenue from continuing operations for the six months ended 31 March 2016 increased by 25.2% from approximately HK$149.1 million last year to approximately HK$186.6 million. The Group’s gross profit from continuing operations amounted to HK$74.2 million (six months ended 31 March 2015: HK$34.8 million), the gross profit margin from continuing operations improved to 39.8% (six months ended 31 March 2015: 23.4%). The increase in both the Group’s revenue and gross profit margin from continuing operations was attributable to (1) the contribution from interest income on loan financing business of HK$13.9 million (six months ended 31 March 2015: Nil) and (2) the results of six months consolidation of the accounts of Sinoforce Group Limited while there was only three months consolidation of the accounts in the same period of 2015.

Loss attributable to shareholders was approximately HK$26.3 million (six months ended 31 March 2015: Loss attributable to shareholders of HK$42.4 million). The loss was attributable to (1) the change in fair value of contingent consideration receivable of approximately HK$15.3 million, the fair value was decreased from approximately HK$63.8 million on 30 September 2015 to approximately HK$48.5 million. Details of the key assumptions used in the calculation of contingent consideration receivable are set out in Note 13. (2) the fair value loss on held-for-trading investment of HK$24.7 million due to the turmoil in financial market for the period under review.

During the period, the selling and distribution expenses from continuing operations of the Group decreased by 23.2% to approximately HK$14.6 million, as compared to HK$19.0 million from the corresponding period last year. The Group’s administrative expenses increased by 32.2% from approximately HK$16.1 million last year to approximately HK$21.3 million. The increase was largely reflected the results of six months consolidation of the accounts of Sinoforce Group Limited while there was only three months consolidation of the accounts in the same period of 2015.

For the money lending and investments in securities business, the Group recorded interest income and the fair value loss on held-for-trading investments of HK$13.9 million (six months ended 31 March 2015: Nil) and HK$24.7 million (six months ended 31 March 2015: Nil) respectively.

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For the period under review, the Group has further provided liquidation cost of approximately HK$4.4 million in relation to its subsidiary, Omas SRL, a company incorporated in Italy, which has ceased business and started the liquidated process since 1 December 2015.

BUSINESS REVIEW AND PROSPECTS

In the first half of the financial year, the performance of the Group still affected by the moderating growth of the PRC economic and the deteriorating luxury retail market. During the period under review, the Group’s revenue from continuing operations for the six months ended 31 March 2016 increased by 25.2% from approximately HK$149.1 million last year to approximately HK$186.6 million, loss attributable to shareholders was approximately HK$26.3 million as compared to the loss attributable to shareholders of HK$42.4 million for the same period last year.

To further consolidate the business, the Group decided to close down the underperforming manufacturing business of “OMAS” in Italy in November 2015. Accordingly, Omas SRL started the liquidated process on 1 December 2015, the Group has made further provision against the liquidation cost of HK$4.4 million during the six months ended 31 March 2016.

As 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 to further diversify its source of income and actively explore new business opportunities to cope with existing market environment.

LIQUIDITY AND FINANCIAL RESOURCES

As at 31 March 2016, the bank balances and cash on hand of the Group amounted to HK$736.1 million (30 September 2015: HK$758.1 million). The Group’s current assets and current liabilities were approximately HK$1,455.8

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million and HK$132.7 million respectively (30 September 2015: current assets HK$1,445.5 million; current liabilities HK$125.6 million).

The Group’s non-current assets amounted to approximately HK$195.5 million (30 September 2015: HK$225.9 million).

The Group’s inventory turnover, trade receivables turnover and trade payables turnover periods were 499 days, 43 days and 8 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 2016, shareholder equity in the Group amounted to HK$1,464.5 million (30 September 2015: HK$1,490.8 million).

The Group’s total interest bearing bank borrowings as at 31 March 2016 amounted to approximately HK$70.9 million (30 September 2015: HK$61.1 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

There was no material acquisition or disposal of subsidiaries and associated companies by the Group during the six months ended 31 March 2016.

EMPLOYEES AND EMPLOYMENT POLICIES

As at 31 March 2016, the Group had a staff roster of 88 (30 September 2015: 87). The remuneration of employees was in line with market trend 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.

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PLEDGE OF ASSETS

At 31 March 2016, trade receivables of approximately HK$26.7 million (30 September 2015: HK$15.3 million) were pledged to secure the Group’s bank borrowings.

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 2016 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 deviation:

Code provision E.1.2

The chief executive officer attended 2016 annual general meeting (“2016 AGM”) to answer questions and collect views of shareholders. Though other directors were unable to attend 2016 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.

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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 three 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 2016 (six months ended 31 March 2015: 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 Zhang Jinbing Chairman

Hong Kong, 13 May 2016

As at the date of this announcement, the Company’s executive directors are Mr. Zhang Jinbing, Mr. Wong Chi Ming, Jeffry and Mr. Yu Fei, Philip and non-executive director namely Mr. Xiao Gang and the independent non-executive directors are Dr. Zhu Zhengfu, Dr. Li Yifei and Mr. Tam Ping Kuen, Daniel.

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