Apollo Future Mobility Group Limited — Interim / Quarterly Report 2017

May 19, 2017

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)

2017 INTERIM RESULTS ANNOUNCEMENT FOR THE SIX MONTHS ENDED 31 MARCH 2017

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 2017, 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 2017

Notes CONTINUING OPERATIONS Revenue 5 Cost of sales Gross profit Changes in fair value of contingent consideration receivable Other revenue and net gains 5 Amortisation of intangible assets Fair value gain/(loss) on held-for-trading investments Fair value gain on investment properties Reversal of impairment on intangible assets Selling and distribution expenses Administrative expenses Gain on disposal of a subsidiary 21(b) Gain on sales of held-for-trading investments

For the six months ended 31 March 2017 2016 HK$’000 HK$’000 (Unaudited) (Unaudited) (Restated) 233,443 186,554 (135,093) (112,392) 98,350 74,162 (12,526) (15,320) 2,032 2,647 (6,459) (5,309) 1,318 (24,682) 6,322 – 7,409 3,207 (15,088) (14,559) (67,063) (21,344) 17,447 – 9,565 –

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Notes Profit (Loss) from operating activities 7 Finance costs 8 Profit (Loss) before taxation Income tax expense 9 Profit (Loss) for the period from continuing operations DISCONTINUED OPERATION Loss for the period from discontinued operation 10 Profit (Loss) for the period Items that may be classified subsequently to profit or loss: Exchange difference arising on translation of foreign operations Total comprehensive income for the period Profit (Loss) for the period attributable to: Owners of the Company Non-controlling interests Total comprehensive income attributable to: Owners of the Company Non-controlling interests Earnings (Loss) per share from continuing and discontinued operations — Basic and diluted 12 Earnings (Loss) per share from continuing operations — Basic and diluted

For the six months ended 31 March 2017 2016 HK$’000 HK$’000 (Unaudited) (Unaudited) (Restated) 41,307 (1,198) (1,752) (1,948) 39,555 (3,146) (6,599) (3,386) 32,956 (6,532) – (27,755) 32,956 (34,287) 605 (14,894) 33,561 (49,181) 34,135 (34,622) (1,179) 335 32,956 (34,287) 35,759 (49,674) (2,198) 493 33,561 (49,181) HK1.39 cents HK(1.41)cents HK1.39 cents HK(0.28)cents

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CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AT 31 MARCH 2017

Notes Non-current assets Property, plant and equipment Investment properties Goodwill Intangible assets 13 Contingent consideration receivable 14 Deposits paid Loan and interest receivables 16 Current assets Inventories Trade and other receivables 15 Loan and interest receivables 16 Held-for-trading investments Bank balances and cash Current liabilities Trade payables 17 Accruals and other payables Borrowings 18 Income tax payable Net Current Assets

At 31 March 2017 At 30 September 2016 HK$’000 HK$’000 (Unaudited) (Audited) 5,804 4,843 397,712 – 106,651 29,555 123,447 125,119 26,652 39,178 1,068 255,261 287,375 278,751 948,709 732,707 357,796 328,689 171,872 95,016 303,983 260,780 6,173 43,340 155,067 159,934 994,891 887,759 52,700 43,431 90,529 41,526 79,023 40,621 10,327 5,126 232,579 130,704 762,312 757,055

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Notes Total assets less current liabilities Non-current liabilities Deferred tax liabilities 19 Net assets Capital and reserves Share capital 20 Reserves Equity attributable to the owners of the Company Non-controlling interests	At 31 March 2017 At 30 September 2016 HK$’000 HK$’000 (Unaudited) (Audited) 1,711,021 1,489,762 104,592 28,644 1,606,429 1,461,118 245,177 245,177 1,207,773 1,188,228 1,452,950 1,433,405 153,479 27,713 1,606,429 1,461,118

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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 31 MARCH 2017

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, property investment and mining.

These interim financial information for the six months ended 31 March 2017 was approved by the Board of Directors on 19 May 2017.

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 in this Interim Financial Information.

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 2016.

HKFRSs (Amendments) Annual Improvements 2010–2014 Cycle Amendments to HKAS 1 Disclosure Initiative Amendments to HKAS 16 and Clarification of Acceptable Methods of Depreciation HKAS 38 and Amortisation

Amendments to HKAS 1 — Disclosure Initiative

The amendments are designed to encourage entities to use judgement in the application of HKAS 1 when considering the layout and content of their financial statements.

Included in the clarifications is that an entity’s share of other comprehensive income from equity accounted interests in associates and joint ventures is split between those items that will and will not be reclassified to profit or loss, and presented in aggregate as a single line item within those two groups.

The adoption of the amendments has no significant impact on the Group’s financial statements.

Amendments to HKAS 16 and HKAS 38 — Clarification of Acceptable Methods of Depreciation and Amortisation

The amendments to HKAS 16 prohibit the use of a revenue-based depreciation method for items of property, plant and equipment. The amendments to HKAS 38 introduce a rebuttable presumption that amortisation based on revenue is not appropriate for intangible assets. This presumption can be rebutted if either the intangible asset is expressed as a measure of revenue or revenue and the consumption of the economic benefits of the intangible asset are highly correlated. The amendments are applied prospectively.

The adoption of the amendments has no impact on the Group’s financial statements as the Group has not previously used revenue-based depreciation methods.

The following new/revised HKFRSs, potentially relevant to the Group’s financial statements, have been issued, but are not yet effective and have not been early adopted by the Group. The Group’s current intention is to apply these changes on the date they become effective.

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Amendments to HKAS 7 Disclosure Initiative[1] Amendments to HKAS 12 Recognition of Deferred Tax Assets for Unrealised Losses[1] Amendments to HKFRS 2 Classification and Measurement of Share-Based Payment Transactions[2] HKFRS 9 Financial Instrument[2] HKFRS 15 Revenue from Contracts with Customers[2] Amendments to HKFRS 15 Revenue from Contracts with Customers (Clarifications to HKFRS 15)[2] HKFRS 16 Leases[3]

• 1 Effective for annual periods beginning on or after 1 January 2017 2 Effective for annual periods beginning on or after 1 January 2018 3 Effective for annual periods beginning on or after 1 January 2019

4. RESTATEMENT OF COMPARATIVE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTH PERIOD ENDED 31 MARCH 2016

In preparing the condensed consolidated financial statements for the six months ended 31 March 2017, the Group identified prior period adjustments regarding the loss on deconsolidation of a subsidiary, Omas SRL (“Omas”), in the previously issued condensed consolidated financial statements for the six months ended 31 March 2016.

Consequently, the Company’s consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity, and the consolidated statement of cash flows for the six months ended 31 March 2016 and certain explanatory notes have been restated to reflect this adjustment relating to the loss of deconsolidation of a subsidiary on 1 December 2015, the date on which the control of Omas was lost.

Impact on the consolidated statement of profit or loss and other comprehensive income for the six months ended 31 March 2016:

	As previously	Prior period
	reported	adjustments	As restated
	HK$’000	HK$’000	HK$’000
(Increase)/decrease
Discontinued operations
Loss for the year from discontinued operation	(4,423)	(23,332)	(27,755)

Details of the results of discontinued operation are disclosed in Note 10.

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5. REVENUE AND OTHER REVENUE AND NET GAINS

Revenue and other revenue and net gains of the Group comprise the following:

Continuing operations Sale of goods Interest income on loan financing Rental income from investment properties Continuing operations Other revenue and net gains Bank interest income Watch repairing services Sundry income	For the six months ended 31 March 2017 2016 HK$’000 HK$’000 (Unaudited) (Unaudited) 186,490 172,676 32,537 13,878 14,416 – 233,443 186,554 293 1,193 1,321 1,181 418 273 2,032 2,647	For the six months ended 31 March 2017 2016 HK$’000 HK$’000 (Unaudited) (Unaudited) 186,490 172,676 32,537 13,878 14,416 – 233,443 186,554 293 1,193 1,321 1,181 418 273 2,032 2,647
		186,554
		1,193 1,181 273
		2,647

6. 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;

Continuing operations

• (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;

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• (c) Mining segment — the mining, exploration and sale of gold resources;

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

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

• (f) Property investment segment — rental income.

Segment information about these reportable segments is presented below:

(a) Segment revenues and results

For the six months ended 31 March

					Continuing	operations	operations
	Property									Securities
	Investment		Domestic		Mining			Money	lending	investments			Total
	2017	2016	2017	2016	2017		2016	2017	2016	2017	2016		2017	2016
	HK$’000	HK$’000	HK$’000	HK$’000	HK$’000	HK$’000		HK$’000	HK$’000	HK$’000	HK$’000		HK$’000	HK$’000
Segment revenue:
External sales	14,416	–	186,490	172,676	–		–	32,537	13,878	–		–	233,443	186,554
Segment results	6,570	–	34,518	31,704	(451)		(384)	15,014	12,016	10,883	(24,682)		66,534	18,654
Unallocated corporate income and
expenses													(33,578)	(25,186)
Profit (Loss) for the period from
continuing operations													32,956	(6,532)

The segment results represent the results earned by each segment without allocation of central administration costs, directors’ salaries, change in fair value of contingent consideration receivable, 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 operations

	Property	Property							Securities	Securities
	Investment		Domestic		Mining		Money	lending	investments		Total
	At	At	At	At	At	At	At	At	At	At	At	At
	31	30	31	30	31	30	31	30	31	30	31	30
	March	September	March	September	March	September	March	September	March	September	March	September
	2017	2016	2017	2016	2017	2016	2017	2016	2017	2016	2017	2016
	HK$’000	HK$’000	HK$’000	HK$’000	HK$’000	HK$’000	HK$’000	HK$’000	HK$’000	HK$’000	HK$’000	HK$’000
ASSETS
Segment assets	490,142	–	547,460	475,115	94,386	96,892	591,358	540,987	6,173	43,340	1,729,519	1,156,334
Unallocated segment assets											214,081	464,132
Total assets											1,943,600	1,620,466
LIABILITIES
Segment liabilities	48,513	–	106,861	77,854	855	3	66	28	–	4,161	156,295	82,046
Unallocated segment liabilities											180,876	77,302
Total liabilities											337,171	159,348

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

• all assets are allocated to operating segments, other than contingent consideration receivables, deposits paid 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.

assets respectively.
	Revenue from
	external customers
	For the six months	Non-current assets at
	ended 31 March	31 March 30 September
	2017 2016	2017	2016
	HK$’000 HK$’000	HK$’000	HK$’000
	(Unaudited) (Unaudited)	(Unaudited)	(Audited)
Europe	– –	–	–
Asia (including PRC)	233,443 186,554	922,057	693,529
	233,443 186,554	922,057	693,529

Note: Non-current assets excluded contingent consideration receivable.

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7. PROFIT (LOSS) FROM OPERATING ACTIVITIES

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

Continuing operations Cost of inventories sold Depreciation of property, plant and equipment Minimum lease payments under operating leases on leasehold land and buildings Staff costs: — wages, salaries and other benefits — retirement benefits scheme contributions — equity-settled share-based payment — directors’ remuneration FINANCE COSTS Continuing operations Interest on bank loans	For the six months ended 31 March 2017 2016 HK$’000 HK$’000 (Unaudited) (Unaudited) 128,799 112,392 646 639 5,587 5,360 14,106 9,676 281 208 2,360 – 2,151 1,719 For the six months ended 31 March 2017 2016 HK$’000 HK$’000 (Unaudited) (Unaudited) 1,752 1,948

8. FINANCE COSTS

9. INCOME TAX EXPENSE (RELATING TO CONTINUING OPERATIONS)

Current period provision Hong Kong Profits Tax Overseas taxation Deferred taxation Income tax expense	For the six months ended 31 March 2017 2016 HK$’000 HK$’000 (Unaudited) (Unaudited) 1,753 2,597 3,567 186 1,279 603 6,599 3,386	For the six months ended 31 March 2017 2016 HK$’000 HK$’000 (Unaudited) (Unaudited) 1,753 2,597 3,567 186 1,279 603 6,599 3,386
		3,386

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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.

10. 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, the date on which the control of Omas was lost.

• (a) 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 Operating loss Loss on deconsolidation of subsidiary (b) Loss before tax Income tax expense Loss for the period from a deconsolidated subsidiary	For the six months ended 31 March 2017 2016 HK$’000 HK$’000 (Unaudited) (Unaudited) (Restated) – – – – – – – (3,091) – (3,091) – (24,664) – (27,755) – – – (27,755)

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• (b) The loss on deconsolidation and the net cash outflow arising on deconsolidation of a subsidiary for the six months ended 31 March 2016 were set out as below:

Loss on deconsolidation of subsidiary

Property, plant and equipment Inventories Trade and other receivables Bank balances and cash Trade and other payables Amount due to immediate holding company Amount due to intermediate holding company Deferred tax liabilities Non-controlling interest Release of exchange reserves Net liabilities of deconsolidated subsidiary attributable to the Group Impairment loss on amount due from a deconsolidated subsidiary Loss on deconsolidation of a subsidiary Net cash outflow arising on deconsolidation of a subsidiary Cash and cash equivalents of a deconsolidated subsidiary

HK$’000 10,189 9,537 2,157 760 (6,310) (73,832) (6,063) (1,926) (65,488) 6,557 6,454 (52,477) 77,141 24,664 HK$’000 760

11. DIVIDEND

The Board does not recommend the payment of an interim dividend for the six months ended 31 March 2017 (for the six months ended 31 March 2016: Nil).

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12. EARNINGS (LOSS) PER SHARE

From continuing and discontinued operations

The calculation of the basic and diluted earnings (loss) per share is based on the following:

Earnings (loss) Earnings (loss) for the purpose of calculating basic and diluted earnings per share Number of shares Weighted average number of ordinary shares for the purpose of calculating basic earnings(loss)per share Effect of dilutive potential ordinary shares arising from share options outstanding Weighted average number of ordinary shares for the purpose of calculating diluted earnings(loss)per share From continuing operations

For the six months ended 31 March 2017 2016 HK$’000 HK$’000 (Restated) 34,135 (34,622) 2,451,771,105 2,451,771,105 6,418,046 – 2,458,189,151 2,451,771,105

The calculation of the basic and diluted earnings (loss) per share from continuing operations is based on the following:

Earnings (loss) for the purpose of calculating basic and diluted earnings per share Loss for the year from discontinued operations Earnings (loss) for the purpose of calculating basic and diluted earnings per share from continuing operations	For the six months ended 31 March 2017 2016 HK$’000 HK$’000 (Restated) 34,135 (34,622) – (27,775) 34,135 (6,847)

The weighted average numbers of ordinary shares used as denominators in calculating the basic and diluted earnings (loss) per share are the same.

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13. INTANGIBLE ASSETS

Carrying amount at 1 October 2016 (Audited) Exchange realignment Amortisation for the period Reversal of impairment loss_(Note)_ Carrying amount at 31 March 2017 (Unaudited) Carrying amount at 1 April 2016 (Unaudited) Exchange realignment Amortisation for the period Reversal of impairment loss Carrying amount at 30 September 2016 (Audited)	Mining rights HK$’000 96,054 (2,622) – – 93,432 85,219 (2,913) – 13,748 96,054	Distribution rights HK$’000 29,065 – (6,459) 7,409 30,015 26,892 (31) (4,858) 7,062 29,065	Total HK$’000 125,119 (2,622) (6,459) 7,409 123,447 112,111 (2,944) (4,858) 20,810 125,119

Note: During the six months ended 31 March 2017, based on the valuation report prepared by Grant Sherman Appraisal Limited (“Grant Sherman”), a reversal of impairment loss of HK$7,409,000 of the Group’s distribution rights was made.

14. CONTINGENT CONSIDERATION RECEIVABLE

At fair value At 1 April 2016 (Unaudited) Change in fair value At 30 September 2016 (Audited) Change in fair value At 31 March 2017(Unaudited)	HK$’000 48,451 (9,273) 39,178 (12,526) 26,652

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

The fair value of the contingent consideration receivable at 31 March 2017 and 30 September 2016 are based on the valuations performed by Grant Sherman, using a Monte Carlo simulation.

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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	2017	2016
Profit guarantee amount	HK$69,000,000	HK$69,000,000
Standardised SD of profit	72%	61%
Number of iterations	1,000,000	1,000,000
Discount rate	0.66%	0.44%
Time to settlement date	1.17	1.67

15. TRADE AND OTHER RECEIVABLES

Trade receivables Less: Impairment loss recognised Deposit, prepayment and other receivables Amount due from a deconsolidated subsidiary_(Note)_ Less: Impairment loss recognised	At 31 March At 30 September 2017 2016 HK$’000 HK$’000 (Unaudited) (Audited) 63,774 69,182 – (706) 63,774 68,476 102,044 20,755 6,054 6,307 108,098 27,062 – (522) 108,098 26,540 171,872 95,016

Note: The amount is interest free, unsecured and without fixed repayment terms.

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Certain trade receivables with carrying amount of HK$15,357,000 as at 31 March 2017 (30 September 2016: HK$24,111,000) are pledged against short-term bank borrowings (see Note 18) granted to the Group.

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 2017 At 30 September 2016 HK$’000 HK$’000 (Unaudited) (Audited) 26,629 42,204 6,467 9,756 2,019 2,393 28,659 14,123 63,774 68,476

16. LOAN AND INTEREST RECEIVABLES

Within 12 months 1 to 3 years	At 31 March 2017 At 30 September 2016 HK$’000 HK$’000 (Unaudited) (Audited) 303,983 260,780 287,375 278,751 591,358 539,531

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 10%–12% (30 September 2016: ranging 12%–21.6%) per annum and was entered with contractual maturity within 12–36 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.

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17. 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
		2017	2016
		HK$’000	HK$’000
	(Unaudited)		(Audited)
1–30 days		38,929	31,521
31–60 days		8,012	11,848
61–90 days		5,036	15
91–120 days		723	47
		52,700	43,431
BORROWINGS
		At	At
		31 March	30 September
		2017	2016
		HK$’000	HK$’000
	(Unaudited)		(Audited)
Secured bank loans_(Note)_		79,023	40,621
Total current bank loans and other borrowings were repayable as follows:
		At	At
		31 March	30 September
		2017	2016
		HK$’000	HK$’000
	(Unaudited)		(Audited)
Carrying amounts repayable:
On demand or within one year		79,023	40,621

18. BORROWINGS

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

		At	At
		31 March	30 September
		2017	2016
		HK$’000	HK$’000
		(Unaudited)	(Audited)
Trade receivables_(see Note_	15)	15,357	24,111

Note: Bank loans bear interest at variable rates by reference to the People’s Bank of China’s lending rate, ranging from 4% to 8% per annum (30 September 2016: 4% to 8% per annum).

19. DEFERRED TAX LIABILITIES

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

At 1 April 2016 (Unaudited) Exchange realignment Charge to profit and loss Deconsolidation of a subsidiary At 30 September 2016 (Audited) Fair value adjustments arising from acquisition of subsidiaries_(Note 21)_ Exchange realignment Charge to profit and loss At 31 March 2017 (Unaudited)	Total HK$’000 27,019 (1,257) 2,745 137 28,644 77,063 (2,394) 1,279 104,592

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.

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20. SHARE CAPITAL

Authorised: 10,000,000,000 Ordinary shares of HK$0.1 each Issued and fully paid: At 1 April 2016 (Unaudited) At 30 September 2016 (Audited) and At 31 March 2017 (Unaudited)	At 31 March 2017 At 30 September 2016 HK$’000 HK$’000 (Unaudited) (Audited) 10,000,000 10,000,000 Number of Shares Nominal value ’000 HK$’000 2,451,771 245,177 2,451,771 245,177

21. ACQUISITION AND DISPOSAL OF SUBSIDIARIES

(a) Acquisition

On 29 September 2016, the Group entered into the sale and purchase agreement with an independent third party to acquire the entire interest in Rich Cypress Limited (“Rich Cypress”) at a cash consideration of RMB219,000,000 (the “Acquisition”). Rich Cypress and its subsidiaries (together referred to as the “Rich Cypress Group”) are principally engaged in property investment and owns a parcel of land, the villas and complex buildings in Shenyang, Liaoning, the PRC. The completion date of the acquisition was on 12 October 2016, which is also the acquisition date (“Acquisition Date”) for accounting purpose. Rich Cypress is a limited company incorporated in the British Virgin Islands.

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Net assets acquired HK$’000

Assets acquired and liabilities recognized (determined on provisional basis) at the date of acquisition were as follows: Investment properties Equipment Other receivables, deposits and prepayment Trade receivables Cash and cash equivalents Other payables and accrued expenses Deferred tax liabilities Tax Payables Net assets Goodwill Less: Non-controlling interests Satisfied by: Cash	400,196 1,478 12,663 2,568 12,720 (48,523) (77,063) (379) 303,660 77,096 (127,964) 252,792 252,792

The non-controlling interests recognised at the Acquisition Date was measured at its proportionate share of recognised amounts of Rich Cypress Group’s identifiable net assets. As the Group is in the process of completing the identification of separable intangible assets and the independent valuation to assess the provisional fair value of the identifiable assets acquired. They may be adjusted upon the completion of initial accounting year which shall not exceed one year from the respective acquisition date.

Included in the profit for the interim period is HK$869,000 attributable to the Group. Revenue for the interim period includes HK$14,416,000 is attributable to the Group.

Had the acquisition of Rich Cypress Group been effected at the beginning of the interim period, the total amount of revenue of the Group from continuing operations for the six months ended 31 March 2017 would have been HK$14,416,000, and the amount of the profit for the interim period from continuing operations would have been HK$869,000. The proforma information is for illustrative purposes only and is not necessarily an indication of revenue and results of the operations of the Group that actually would have been achieved had the acquisition been completed at the beginning of the interim period, nor is it intended to be a projection of future results.

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(b) Disposal

On 21 February 2017, the Group entered into a sale and purchase agreement to dispose of its entire equity in its subsidiaries, Maxbonus Investments Limited (“Maxbonus”), 莎梵蒂珠寶貿易（上海）有限公司 (“莎梵蒂”), and Perfect Glory International Limited (“Perfect Glory”) to an independent third party at a consideration of HK$1,000,000. The principal activities of Maxbonus, 莎梵蒂 and Perfect Glory are investment holdings and trading of jewellery products. The disposal was completed on 22 February 2017. The net assets of subsidiaries were as follows:

HK$’000

Net assets disposed of Other receivables Plant and equipment Bank balances and cash Release of exchange reserves Release of statutory reserves Gain on disposal Cash consideration received Net cash inflow arising on disposal	35 6 86 127 (17,782) (792) 17,447 1,000 914

22. CONTINGENT LIABILITIES

The Group did not have any significant contingent liabilities as at 31 March 2017 (30 September 2016: Nil).

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23. OPERATING LEASE ARRANGEMENTS

The Group leases certain premises under operating lease arrangements. Leases are negotiated for a term ranging from three to ten 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 After 5 years	At 31 March 2017 At 30 September 2016 HK$’000 HK$’000 (Unaudited) (Audited) 5,812 6,691 9,637 9,741 15,083 15,877 30,532 32,309

24. 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:

	Level 1	Level 1	Level 2	Level 2	Level 3	Level 3	Total	Total
	31	30	31	30	31	30	31	30
	March	September	March	September	March	September	March	September
	2017	2016	2017	2016	2017	2016	2017	2016
	HK$’000	HK$’000	HK$’000	HK$’000	HK$’000	HK$’000	HK$’000	HK$’000
Contingent consideration receivable	–	–	–	–	26,652	39,178	26,652	39,178
Financial assets held at FVTPL
— Held-for-trading investments	6,173	43,340	–	–	–	–	6,173	43,340
Investment Properties	–	–	–	–	397,712	–	397,712	–

During the six months ended 31 March 2017 and year ended 30 September 2016, there were no transfer between Level 1, 2 and 3.

25. RELATED PARTY AND CONTINUING CONNECTED TRANSACTIONS

• (a) In addition to a related party balances detailed in the condensed 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
	2017	2016
	HK$’000	HK$’000
Sales of goods to Hengdeli Group	14,855	25,174

(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 7.

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26. EVENTS AFTER THE REPORTING PERIOD

• (a) On 16 May 2016, the Group entered into a conditional sale and purchase agreement (the “Agreement”) with a connected party to acquire a 60% equity interest in Power Boom International Limited (the “Target Company”) at a consideration of HK$588 million which will be satisfied by the issue and allotment of 1,960,000,000 consideration shares at the issue price of HK$0.3 per consideration share in the Company (the “Proposed Acquisition”). Pursuant to the Agreement, completion is conditional upon fulfillment of certain conditions by 31 December 2016 (the “Long Stop Date”). Upon completion of the acquisition of a 78% equity interest in a property development company, 廣州僑誼房產開發有限公司 (Guangzhou Qiao Yi Property Development Company Limited), the Target Company will indirectly own property for development in Guangzhou, the PRC.

The Proposed Acquisition constituted a major transaction of the Company under Chapter 14 of the Listing Rules. As the vendor of the Target Company, which is wholly owned by Mr. Zhang Jinbing, is a connected person, the Proposed Acquisition also constitutes a connected transaction of the Company. Details of the Proposed Acquisition are set out in the Company’s announcement and circular dated 25 May 2016 and 11 July 2016 respectively.

The Proposed Acquisition was approved by independent shareholders of the Company at the extraordinary general meeting held on 27 July 2016. On 19 December 2016, the Group and the vendor entered into the second supplemental agreement to extend the Long Stop Date from 31 December 2016 to 31 March 2017. On 31 March 2017, the Group and the vendor entered into the third supplemental agreement to extend the Long Stop Date from 31 March 2017 to 31 May 2017. The acquisition has been completed on 11 May 2017.

• (b) On 5 April 2017, the Company entered into a memorandum of understanding (the “MOU”) with a company incorporated in Japan mainly focusing on the manufacturing of electric automotive and relevant components in relation to the possible acquisition by the Company of all the issued and outstanding shares and share options. Details of the MOU are set out in the announcement of the Company dated 5 April 2017.

• (c) On 11 May 2017, immediately upon the completion of acquisition of 60% of the issued share capital of Power Boom International Limited and the issue of the consideration shares, the percentage of shareholding of the Company held by Alpha Key Investments Limited (“Alpha Key”) has dropped from 12.24% to 6.8%. As a result, Alpha Key and Hengdeli Holdings Limited, which is the sole shareholder of Alpha Key, and their respective associates (as defined in the Listing Rules) have ceased to be the substantial shareholders (as defined in the Listing Rules) and connected persons (as defined in the Listing Rules) of the Company as from 11 May 2017. Accordingly, the transactions contemplated under the Agreement no longer constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules.

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MANAGEMENT DISCUSSION AND ANALYSIS

FINANCIAL REVIEW

The Group’s revenue from continuing operations for the six months ended 31 March 2017 increased by 25.1% from approximately HK$186.6 million last year to approximately HK$233.4 million. The Group’s gross profit from continuing operations amounted to HK$98.4 million (six months ended 31 March 2016: HK$74.2 million), the gross profit margin from continuing operations improved to 42.1% (six months ended 31 March 2016: 39.8%). The increase in both the Group’s revenue and gross profit margin from continuing operations was attributable to the increase in contribution from interest income on loan financing business of HK$32.5 million (six months ended 31 March 2016: HK$13.9 million).

Profit attributable to shareholders was approximately HK$34.1 million (six months ended 31 March 2016: Loss attributable to shareholders of HK$34.6 million). The profit was attributable to (1) the increase in contribution from interest income on loan financing business of HK$32.5 million (six months ended 31 March 2016: HK$13.9 million), (2) the fair value gain on held-fortrading investment of HK$1.3 million (six months ended 31 March 2016: fair value loss on held-for-trading investment of HK$24.7 million), (3) The gain on sales of held-for-trading investment of HK$9.6 million (six months ended 31 March 2016: HK$Nil) and (4) the fair value gain on investment properties of HK$6.3 million (six months ended 31 March 2016: Nil).

During the period, the selling and distribution expenses from continuing operations of the Group increased by 3.6% to approximately HK$15.1 million, as compared to HK$14.6 million from the corresponding period last year. The Group’s administrative expenses increased by 215% from approximately HK$21.3 million last year to approximately HK$67.1 million. The increase was attributable to (1) equity-settled share-based payment of HK$2.4 million (six months ended 31 March 2016: Nil) in relation to the share options granted in 19 July 2016, (2) the results of approximately six months consolidation of the accounts of Rich Cypress Limited since 12 October 2016, and (3) the acquisition cost of approximately HK$21.7 million (six months ended 31 March 2016: Nil), which was in relation to the acquisition of 60% of Power Boom International Limited and other potential investments.

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BUSINESS REVIEW AND PROSPECTS

In the first half of the financial year, the revenue from domestic segment amounted to HK$186.5 million, increased by 8.0% as compared to the same period in 2016. Interest income from the loan finance segment increased by 134.5% from HK$13.9 million last year to approximately HK$32.5 million. Fair value gain and gain on sales of held-for-trading investment from the securities investment segment amounted to HK$1.3 million and HK$9.6 million respectively as compared to the fair value loss of HK$24.7 million in 2016. Rental income from the newly acquired business in Shenyang was amounted to HK$14.4 million (Six months ended 31 March 2016: Nil). Overall, the improvement of the result was attributable to the Group’s continuous expansion in different business segments, and in its continuous reduction of its reliance on the luxury goods markets in Hong Kong and PRC.

On 12 October 2016, the Group successfully acquired the entire interest in Rich Cypress Limited, which indirectly hold (1) the entire interest of a parcel of land for tourism use with a total site area of 64,621 square metres in qipanshan development zone, Shenyang, Liaoning, the PRC, (2) 61.52% of three parcels of industrial land with a total area of 19,096 square metres in Dadong District, Shenyang, Liaoning, the PRC, and (3) 54.1% of a parcel of industrial land located at Dongmao Road, Dadong District, Shenyang, Liaoning, the PRC. The consideration for the acquisition is RMB219,000,000 and satisfied by cash.

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 difficult economic conditions in PRC and Hong Kong 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.

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LIQUIDITY AND FINANCIAL RESOURCES

As at 31 March 2017, the bank balances and cash on hand of the Group amounted to HK$155.1 million (30 September 2016: HK$159.9 million). The Group’s current assets and current liabilities were approximately HK$994.9 million and HK$232.6 million respectively (30 September 2016: current assets HK$887.8 million; current liabilities HK$130.7 million).

The Group’s non-current assets amounted to approximately HK$948.7 million (30 September 2016: HK$732.7 million). The increase was due to the completion of acquisition of Rich Cypress Limited.

The Group’s inventory turnover, trade receivables turnover and trade payables turnover periods were 484 days, 78 days and 71 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 2017, shareholder equity in the Group amounted to HK$1,453.0 million (30 September 2016: HK$1,433.4 million).

The Group’s total interest bearing bank borrowings as at 31 March 2017 amounted to approximately HK$79.0 million (30 September 2016: HK$40.6 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 2017.

On 16 May 2016, the Group entered into a sale and purchase agreement to acquire 60% of the interest of Power Boom International Limited and its subsidiary at a consideration of HK$588 million. The acquisition was approved

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in Extraordinary General Meeting of the Company held on 27 July 2016. The acquisition has been completed on 11 May 2017.

On 29 September 2016, the Group entered into a sale and purchase agreement to acquire the entire interest of Rich Cypress Limited and its subsidiary at a consideration of RMB219 million. The acquisition was completed on 12 October 2016.

On 5 April 2017, the Company entered into a memorandum of understanding (the “MOU”) with a company incorporated in Japan mainly focusing on the manufacturing of electric automotive and relevant components in relation to the possible acquisition by the Company (the “Possible Acquisition”) of all the issued and outstanding shares and share options. Details of the MOU are set out in the announcement of the Company dated 5 April 2017.

EMPLOYEES AND EMPLOYMENT POLICIES

As at 31 March 2017, the Group had a staff roster of 209 (30 September 2016: 81). 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.

PLEDGE OF ASSETS

At 31 March 2017, trade receivables of approximately HK$15.4 million (30 September 2016: trade receivable and held-for-trading investment of HK$67.5 million) were pledged to secure the Group’s bank borrowings and other credit facilities.

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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 2017 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 2017 annual general meeting (“2017 AGM”) to answer questions and collect views of shareholders. Though other directors were unable to attend 2017 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 three independent non-executive Directors of the Company. The unaudited interim report for the period has been reviewed and approved by the audit committee.

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INTERIM DIVIDEND

The Board does not declare an interim dividend for the six months ended 31 March 2017 (six months ended 31 March 2016: 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, 19 May 2017

As at the date of this announcement, the Company’s executive directors are Mr. Zhang Jinbing, Mr. Ho King Fung, Eric, Mr. Wong Chi Ming, Jeffry and Mr. Yu Fei, Philip and nonexecutive 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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