Wang On Group Limited — Annual Report 2014

May 14, 2014

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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WANG ON GROUP LIMITED (宏安集團有限公司)[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 1222)

ANNOUNCEMENT OF FINAL RESULTS FOR THE YEAR ENDED 31 MARCH 2014

The board of directors (the “ Board ”) of Wang On Group Limited (the “ Company ”) is pleased to announce the consolidated results of the Company and its subsidiaries (collectively the “ Group ”) for the year ended 31 March 2014, together with the comparative figures for the previous financial year, as follows:

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

Year ended 31 March 2014

Notes REVENUE 5 Cost of sales Gross profit Other income and gains 5 Selling and distribution expenses Administrative expenses Other expenses Finance costs 7 Fair value gains/(losses) of financial assets at fair value through profit or loss, net Fair value gains/(losses) on investment properties, net Share of profits and losses of: A joint venture An associate PROFIT BEFORE TAX 6 Income tax expense 8 PROFIT FOR THE YEAR	2014 HK$’000 1,597,340 (743,990) 853,350 116,604 (56,139) (136,025) (159,572) (18,354) 41,365 (11,580) 8,057 43,038 680,744 (87,535) 593,209	2013 HK$’000 (Restated) 744,069 (379,265) 364,804 85,119 (40,716) (95,498) (145,713) (11,228) (383) 109,871 4,925 179,379 450,560 (41,026) 409,534

• For identification purpose only

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2014 2013 Note HK$’000 HK$’000 (Restated)

OTHER COMPREHENSIVE INCOME Other comprehensive income to be reclassified to profit or loss in subsequent periods: Available-for-sale investments: Changes in fair value Reclassification adjustment for an impairment loss included in profit or loss Exchange differences on translation of foreign operations Other reserves: Release upon deemed partial disposals of an associate Share of other comprehensive income of an associate Share of other comprehensive income/(loss) of a joint venture OTHER COMPREHENSIVE INCOME/(LOSS) FOR THE YEAR TOTAL COMPREHENSIVE INCOME FOR THE YEAR Profit attributable to: Owners of the parent Non-controlling interests Total comprehensive income attributable to: Owners of the parent Non-controlling interests EARNINGS PER SHARE ATTRIBUTABLE TO ORDINARY EQUITY HOLDERS OF THE PARENT 10 For the year Basic and diluted	(291,308) 84,833 (206,475) (85) – 415 (458) (43) (206,603) 386,606 593,521 (312) 593,209 386,918 (312) 386,606 HK9.10 cents	205,890 – 205,890 2,465 (1,085) 984 1,109 1,008 209,363 618,897 409,536 (2) 409,534 618,899 (2) 618,897 HK6.28 cents

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CONSOLIDATED STATEMENT OF FINANCIAL POSITION

31 March 2014

Notes NON-CURRENT ASSETS Property, plant and equipment Investment properties Properties under development Investment in a joint venture Investment in an associate Available-for-sale investments Loans and interest receivables Deposits paid Deferred tax assets Total non-current assets CURRENT ASSETS Properties under development Properties held for sale Trade receivables 11 Loans and interest receivables Prepayments, deposits and other receivables Financial assets at fair value through profit or loss Tax recoverable Time deposits with original maturity over three months Cash and cash equivalents Total current assets CURRENT LIABILITIES Trade payables 12 Other payables and accruals Deposits received and receipts in advance Interest-bearing bank loans Provisions for onerous contracts Tax payable Total current liabilities NET CURRENT ASSETS	31 March 2014 HK$’000 70,668 1,140,070 700,000 91,341 521,592 119,704 210,797 3,996 548 2,858,716 567,283 341,109 1,958 846,015 347,138 105,274 699 10,000 710,591 2,930,067 56,792 60,159 361,446 447,315 2,398 121,864 1,049,974 1,880,093	31 March 2013 HK$’000 (Restated) 4,818 679,900 1,249,162 93,438 480,327 334,529 881,054 117,916 817 3,841,961 585,118 167,346 4,652 35,139 286,876 55,989 1,024 – 734,535 1,870,679 38,473 47,983 367,471 284,122 880 43,197 782,126 1,088,553	1 April 2012 HK$’000 (Restated) 7,581 719,790 1,264,114 90,457 361,968 – 255,805 15,072 570
			2,715,357
			– 364,514 5,649 410,395 49,669 75,446 2,454 20,000 566,688
			1,494,815
			22,687 29,929 106,894 229,483 770 27,493
			417,256
			1,077,559

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	31 March	31 March	1 April
	2014	2013	2012
	HK$’000	HK$’000	HK$’000
		(Restated)	(Restated)
TOTAL ASSETS LESS CURRENT LIABILITIES	4,738,809	4,930,514	3,792,916
NON-CURRENT LIABILITIES
Interest-bearing bank loans	819,540	1,345,697	790,171
Provisions for onerous contracts	1,651	2,369	2,687
Deferred tax liabilities	4,427	10,188	8,663
Other payables	984	4,264	–
Total non-current liabilities	826,602	1,362,518	801,521
Net assets	3,912,207	3,567,996	2,991,395
EQUITY
Equity attributable to owners of the parent
Issued capital	65,249	65,249	65,249
Reserves	3,846,805	3,502,282	2,925,679
	3,912,054	3,567,531	2,990,928
Non-controlling interests	153	465	467
Total equity	3,912,207	3,567,996	2,991,395

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NOTES TO FINANCIAL STATEMENTS

1. BASIS OF PREPARATION

These financial statements have been prepared in accordance with Hong Kong Financial Reporting Standards (“HKFRSs”) (which include all Hong Kong Financial Reporting Standards, Hong Kong Accounting Standards (“HKASs”) and Interpretations) issued by the Hong Kong Institute of Certified Public Accountants (the “HKICPA”), accounting principles generally accepted in Hong Kong and the disclosure requirements of the Hong Kong Companies Ordinance. They have been prepared under the historical cost convention, except for investment properties and equity investments, which have been measured at fair value. These financial statements are presented in Hong Kong dollar (“HK$”) and all values are rounded to the nearest thousand except when otherwise indicated.

Basis of consolidation

The consolidated financial statements include the financial statements of the Company and its subsidiaries for the year ended 31 March 2014. The financial statements of the subsidiaries are prepared for the same reporting period as the Company, using consistent accounting policies. The results of subsidiaries are consolidated from the date on which the Group obtains control, and continue to be consolidated until the date that such control ceases.

Profit or loss and each component of other comprehensive income are attributed to the owners of the parent of the Group and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.

The Group reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control described in HKFRS 10 below. A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction.

If the Group loses control over a subsidiary, it derecognises (i) the assets (including goodwill) and liabilities of the subsidiary, (ii) the carrying amount of any non-controlling interest and (iii) the cumulative translation differences recorded in equity; and recognises (i) the fair value of the consideration received, (ii) the fair value of any investment retained and (iii) any resulting surplus or deficit in profit or loss. The Group’s share of components previously recognised in other comprehensive income is reclassified to profit or loss or retained profits, as appropriate, on the same basis as would be required if the Group had directly disposed of the related assets or liabilities.

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2. CHANGES IN ACCOUNTING POLICIES AND DISCLOSURES

The Group has adopted the following new and revised HKFRSs for the first time for the current year’s financial statements.

HKFRS 1 Amendments Amendments to HKFRS 1 First-time Adoption of Hong Kong Financial Reporting Standards – Government Loans HKFRS 7 Amendments Amendments to HKFRS 7 Financial Instruments: Disclosures – Offsetting Financial Assets and Financial Liabilities HKFRS 10 Consolidated Financial Statements HKFRS 11 Joint Arrangements HKFRS 12 Disclosure of Interests in Other Entities HKFRS 10, HKFRS 11 and Amendments to HKFRS 10, HKFRS 11 and HKFRS 12 Amendments HKFRS 12 – Transition Guidance HKFRS 13 Fair Value Measurement HKAS 1 Amendments Amendments to HKAS 1 Presentation of Financial Statements – Presentation of Items of Other Comprehensive Income HKAS 19 (2011) Employee Benefits HKAS 27 (2011) Separate Financial Statements HKAS 28 (2011) Investments in Associates and Joint Ventures HKAS 36 Amendments Amendments to HKAS 36 Impairment of Assets – Recoverable Amount Disclosure for Non-Financial Assets (early adopted) HK(IFRIC)-Int 20 Stripping Costs in the Production Phase of a Surface Mine Annual Improvements Amendments to a number of HKFRSs issued in June 2012 2009-2011 Cycle

Other than as further explained below regarding the impact of HKFRS 10, HKFRS 11, HKFRS 12, HKFRS 13, amendments to HKFRS 10, HKFRS 11 and HKFRS 12, HKAS 1 Amendments and HKAS 36 Amendments, and certain amendments included in Annual Improvements 2009-2011 Cycle , the adoption of the new and revised HKFRSs has had no significant financial effect on these financial statements.

The principal effects of adopting these new and revised HKFRSs are as follows:

• (a) HKFRS 10 replaces the portion of HKAS 27 Consolidated and Separate Financial Statements that addresses the accounting for consolidated financial statements and addresses the issues in HK(SIC)-Int 12 Consolidation – Special Purpose Entities . It establishes a single control model used for determining which entities are consolidated. To meet the definition of control in HKFRS 10, an investor must have (a) power over an investee, (b) exposure, or rights, to variable returns from its involvement with the investee, and (c) the ability to use its power over the investee to affect the amount of the investor’s returns. The changes introduced by HKFRS 10 require management of the Group to exercise significant judgement to determine which entities are controlled.

As a result of the application of HKFRS 10, the Group has changed the accounting policy with respect to determining which investees are controlled by the Group.

The application of HKFRS 10 does not change any of the consolidation conclusions of the Group in respect of its involvement with investees as at 1 April 2013.

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• (b) HKFRS 11 replaces HKAS 31 Interests in Joint Ventures and HK(SIC)-Int 13 Jointly Controlled Entities – Non-Monetary Contributions by Venturers . It describes the accounting for joint arrangements with joint control. It addresses only two forms of joint arrangements, i.e., joint operations and joint ventures, and removes the option to account for joint ventures using proportionate consolidation. The classification of joint arrangements under HKFRS 11 depends on the parties’ rights and obligations arising from the arrangements. A joint operation is a joint arrangement whereby the joint operators have rights to the assets and obligations for the liabilities of the arrangement and is accounted for on a line-by-line basis to the extent of the joint operators’ rights and obligations in the joint operation. A joint venture is a joint arrangement whereby the joint venturers have rights to the net assets of the arrangement and is required to be accounted for using the equity method in accordance with HKAS 28 (2011).

The directors of the Company reviewed and assessed the classification of the Group’s investment in a joint arrangement in accordance with the requirements of HKFRS 11, and concluded that the Group’s investment in Shenzhen Jimao Market Co., Limited (“Shenzhen Jimao”), which was previously classified as a jointly-controlled entity under HKAS 31 and was accounted for using the proportionate consolidation method, should be classified as a joint venture under HKFRS 11 and be accounted for using the equity method. The change in accounting for investment in a joint venture has been applied retrospectively. The opening balances as at 1 April 2012 and comparative information for the year ended 31 March 2013 have been restated in the consolidated financial statements.

The quantitative impact on the financial statements is summarised below:

Impact on the consolidated statement of profit or loss and other comprehensive income:

Decrease in revenue Decrease in cost of sales Decrease in gross profit Decrease in other income and gains Decrease in administrative expenses Increase in fair value gains on investment properties, net Increase in share of profit and loss of a joint venture Decrease in profit before tax Decrease in income tax expense Net impact on profit for the year and earnings per share Net impact on other comprehensive income

Year ended 31 March 2013 HK$’000 (17,393) 5,762 (11,631) (461) 5,124 1,511 4,925 (532) 532 – –

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Impact on the consolidated statement of financial position:

Decrease in property, plant and equipment Decrease in investment properties Decrease in goodwill Increase in investment in a joint venture Increase in total non-current assets Decrease in prepayments, deposits and other receivables Decrease in cash and cash equivalents Decrease in total current assets Decrease in other payables and accruals Decrease in deposits received and receipts in advance Decrease in tax payable Decrease in total current liabilities Decrease in net current assets Decrease/(increase) in deferred tax liabilities and total non-current liabilities Impact on net assets and equity	As at 31 March 2013 HK$’000 (752) (77,117) (1,376) 93,438 14,193 (1,196) (18,116) (19,312) 1,303 2,756 1,125 5,184 (14,128) (65) –	As at 1 April 2012 HK$’000 (896) (77,652) (1,376) 90,457* 10,533 (1,016) (15,407) (16,423) 1,248 2,837 1,496 5,581 (10,842) 309 –

• The Group recognised the initial investment in Shenzhen Jimao as at 1 April 2012 at the aggregate of the carrying amounts of the assets and liabilities that the Group had previously proportionately consolidated, including goodwill arising from acquisition.

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Impact on the consolidated statement of cash flows:

Decrease in net cash flows from operating activities Decrease in net cash flows used in investing activities Decrease in net cash flows used in financing activities Net decrease in cash and cash equivalents	Year ended 31 March 2013 HK$’000 (5,360) 2,915 – (2,445)

• (c) HKFRS 12 sets out the disclosure requirements for subsidiaries, joint arrangements, associates and structured entities previously included in HKAS 27 Consolidated and Separate Financial Statements , HKAS 31 Interests in Joint Ventures and HKAS 28 Investments in Associates . It also introduces a number of new disclosure requirements for these entities.

• (d) The HKFRS 10, HKFRS 11 and HKFRS 12 Amendments clarify the transition guidance in HKFRS 10 and provide further relief from full retrospective application of these standards, limiting the requirement to provide adjusted comparative information to only the preceding comparative period. The amendments clarify that retrospective adjustments are only required if the consolidation conclusion as to which entities are controlled by the Group is different between HKFRS 10 and HKAS 27 or HK(SIC)-Int 12 at the beginning of the annual period in which HKFRS 10 is applied for the first time.

• (e) HKFRS 13 provides a precise definition of fair value and a single source of fair value measurement and disclosure requirements for use across HKFRSs. The standard does not change the circumstances in which the Group is required to use fair value, but rather provides guidance on how fair value should be applied where its use is already required or permitted under other HKFRSs. HKFRS 13 is applied prospectively and the adoption has had no material impact on the Group’s fair value measurements. As a result of the guidance in HKFRS 13, the policies for measuring fair value have been amended.

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• (f) The HKAS 1 Amendments change the grouping of items presented in other comprehensive income (“OCI”). Items that could be reclassified (or recycled) to profit or loss at a future point in time (for example, exchange differences on translation of foreign operations, net movement on cash flow hedges and net loss or gain on available-for-sale financial assets) are presented separately from items which will never be reclassified (for example, the revaluation of land and buildings). The amendments have affected the presentation only and have had no impact on the financial position or performance of the Group. The Group has also chosen to use the new title “statement of profit or loss and other comprehensive income” as introduced by the amendments in these financial statements.

• (g) The HKAS 36 Amendments remove the unintended disclosure requirement made by HKFRS 13 on the recoverable amount of a cash-generating unit which is not impaired. In addition, the amendments require the disclosure of the recoverable amounts for the assets or cash-generating units for which an impairment loss has been recognised or reversed during the reporting period, and expand the disclosure requirements regarding the fair value measurement for these assets or units if their recoverable amounts are based on fair value less costs of disposal. The amendments are effective retrospectively for annual periods beginning on or after 1 January 2014 with earlier application permitted, provided HKFRS 13 is also applied. The Group has early adopted the amendments in these financial statements. The amendments have had no impact on the financial position or performance of the Group.

• (h) Annual Improvements 2009-2011 Cycle issued in June 2012 sets out amendments to a number of standards. There are separate transitional provisions for each standard. While the adoption of some of the amendments may result in changes in accounting policies, none of these amendments have had a significant financial impact on the Group. Details of the key amendments most applicable to the Group are as follows:

• HKAS 1 Presentation of Financial Statements : Clarifies the difference between voluntary additional comparative information and the minimum required comparative information. Generally, the minimum required comparative period is the previous period. An entity must include comparative information in the related notes to the financial statements when it voluntarily provides comparative information beyond the previous period. The additional comparative information does not need to contain a complete set of financial statements.

In addition, the amendment clarifies that the opening statement of financial position as at the beginning of the preceding period must be presented when an entity changes its accounting policies; makes retrospective restatements or makes reclassifications, and that change has a material effect on the statement of financial position. However, the related notes to the opening statement of financial position as at the beginning of the preceding period are not required to be presented.

• HKAS 32 Financial Instruments: Presentation : Clarifies that income taxes arising from distributions to equity holders are accounted for in accordance with HKAS 12 Income Taxes . The amendment removes existing income tax requirements from HKAS 32 and requires entities to apply the requirements in HKAS 12 to any income tax arising from distributions to equity holders.

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3. ISSUED BUT NOT YET EFFECTIVE HONG KONG FINANCIAL REPORTING STANDARDS

The Group has not applied the following new and revised HKFRSs, that have been issued but are not yet effective, in these financial statements.

HKFRS 9 Financial Instruments[4] HKFRS 9, HKFRS 7 and Hedge Accounting and amendments to HKFRS 9, HKFRS 7 HKAS 39 Amendments and HKAS 39[4] HKFRS 10, HKFRS 12 and Amendments to HKFRS 10, HKFRS 12 and HKAS 27 (2011) HKAS 27 (2011) – Investment Entities[1] Amendments HKFRS 14 Regulatory Deferral Accounts[3] HKAS 19 Amendments Amendments to HKAS 19 Employee Benefits – Defined Benefit Plans: Employee Contributions[2] HKAS 32 Amendments Amendments to HKAS 32 Financial Instruments: Presentation – Offsetting Financial Assets and Financial Liabilities[1] HKAS 39 Amendments Amendments to HKAS 39 Financial Instruments: Recognition and Measurement – Novation of Derivatives and Continuation of Hedge Accounting[1] HK(IFRIC)-Int 21 Levies[1] Annual Improvements Amendments to a number of HKFRSs issued in January 2014[2] 2010-2012 Cycle Annual Improvements Amendments to a number of HKFRSs issued in January 2014[2] 2011-2013 Cycle

• 1 Effective for annual periods beginning on or after 1 January 2014

• 2 Effective for annual periods beginning on or after 1 July 2014

• 3 Effective for annual periods beginning on or after 1 January 2016

• 4 No mandatory effective date yet determined but is available for adoption

Further information about those HKFRSs that are expected to be applicable to the Group is as follows:

HKFRS 9 issued in November 2009 is the first part of phase 1 of a comprehensive project to entirely replace HKAS 39 Financial Instruments: Recognition and Measurement . This phase focuses on the classification and measurement of financial assets. Instead of classifying financial assets into four categories, an entity shall classify financial assets as subsequently measured at either amortised cost or fair value, on the basis of both the entity’s business model for managing the financial assets and the contractual cash flow characteristics of the financial assets. This aims to improve and simplify the approach for the classification and measurement of financial assets compared with the requirements of HKAS 39.

In November 2010, the HKICPA issued additions to HKFRS 9 to address financial liabilities (the “Additions”) and incorporated in HKFRS 9 the current derecognition principles of financial instruments of HKAS 39. Most of the Additions were carried forward unchanged from HKAS 39, while changes were made to the measurement of financial liabilities designated as at fair value through profit or loss using the fair value option (“FVO”). For these FVO liabilities, the amount of change in the fair value of a liability that is attributable to changes in credit risk must be presented in OCI. The remainder of the change in fair value is presented in profit or loss, unless presentation of the fair value change in respect of the liability’s credit risk in OCI would create or enlarge an accounting mismatch in profit or loss. However, loan commitments and financial guarantee contracts which have been designated under the FVO are scoped out of the Additions.

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In December 2013, the HKICPA added to HKFRS 9 the requirements related to hedge accounting and made some related changes to HKAS 39 and HKFRS 7 which include the corresponding disclosures about risk management activity for applying hedge accounting. The amendments to HKFRS 9 relax the requirements for assessing hedge effectiveness which result in more risk management strategies being eligible for hedge accounting. The amendments also allow greater flexibility on the hedged items and relax the rules on using purchased options and non-derivative financial instruments as hedging instruments. In addition, the amendments to HKFRS 9 allow an entity to apply only the improved accounting for own credit risk-related fair value gains and losses arising on FVO liabilities as introduced in 2010 without applying the other HKFRS 9 requirements at the same time.

HKAS 39 is aimed to be replaced by HKFRS 9 in its entirety. Before this entire replacement, the guidance in HKAS 39 on impairment of financial assets continues to apply. The previous mandatory effective date of HKFRS 9 was removed by the HKICPA in December 2013 and a mandatory effective date will be determined after the entire replacement of HKAS 39 is completed. However, the standard is available for application now. The Group will quantify the effect in conjunction with other phases, when the final standard including all phases is issued.

Amendments to HKFRS 10 include a definition of an investment entity and provide an exception to the consolidation requirement for entities that meet the definition of an investment entity. Investment entities are required to account for subsidiaries at fair value through profit or loss in accordance with HKFRS 9 rather than consolidate them. Consequential amendments were made to HKFRS 12 and HKAS 27 (2011). The amendments to HKFRS 12 also set out the disclosure requirements for investment entities. The Group expects that these amendments will not have any impact on the Group as the Company is not an investment entity as defined in HKFRS 10.

The HKAS 32 Amendments clarify the meaning of “currently has a legally enforceable right to set off” for offsetting financial assets and financial liabilities. The amendments also clarify the application of the offsetting criteria in HKAS 32 to settlement systems (such as central clearing house systems) which apply gross settlement mechanisms that are not simultaneous. The amendments are not expected to have any impact on the financial position or performance of the Group upon adoption on 1 April 2014.

4. OPERATING SEGMENT INFORMATION

For management purposes, the Group is organised into business units based on their products and services and has three reportable operating segments as follows:

• (a) the property development segment engages in the development of properties;

• (b) the property investment segment engages in investment and the trading of industrial and commercial premises and residential units for rental or for sale; and

• (c) the Chinese wet markets segment engages in the management and sub-licensing of Chinese wet markets.

Management monitors the results of the Group’s operating segments separately for the purpose of making decisions about resources allocation and performance assessment. Segment performance is evaluated based on reportable segment profit/(loss), which is a measure of adjusted profit/(loss) before tax. The adjusted profit before tax is measured consistently with the Group’s profit before tax except that interest income, finance costs, head office and corporate income and expenses and share of profits and losses of a joint venture and an associate are excluded from such measurement.

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Year ended 31 March

Segment revenue: Sales to external customers Other revenue Total Segment results Reconciliation: Interest income Finance costs Corporate and unallocated income Corporate and unallocated expenses Share of profits and losses of: A joint venture An associate Profit before tax Income tax expense Profit for the year	Property development 2014 2013 HK$’000 HK$’000 899,046 – 1,065 6 900,111 6 310,581 (71,769)	Property investment 2014 2013 HK$’000 HK$’000 504,814 524,040 7,461 115,811 512,275 639,851 295,693 379,644	Chinese wet markets 2014 2013 HK$’000 HK$’000 (Restated) 193,480 220,029 5,801 7,568 199,281 227,597 24,733 19,555 8,057 4,925	Total 2014 2013 HK$’000 HK$’000 (Restated) 1,597,340 744,069 14,327 123,385 1,611,667 867,454 631,007 327,430 93,759 66,723 (18,354) (11,228) 49,883 4,882 (126,646) (121,551) 8,057 4,925 43,038 179,379 680,744 450,560 (87,535) (41,026) 593,209 409,534

• 13 -

Year ended 31 March

	Property	Property	Property	Property	Chinese	Chinese		Corporate	Corporate
	development		investment		wet markets			and	others	Total
	2014	2013	2014	2013	2014		2013	2014	2013	2014	2013
	HK$’000	HK$’000	HK$’000	HK$’000	HK$’000	HK$’000		HK$’000	HK$’000	HK$’000	HK$’000
						(Restated)					(Restated)
Other segment information:
Depreciation	53	53	700	110	1,635		3,616	2,289	1,469	4,677	5,248
Impairment of an available-for-
sale investment	–	–	–	–	–		–	84,833	–	84,833	–
Write-down of properties under
development to net realisable
value, net	73,068	36,049	–	–	–		–	–	–	73,068	36,049
Impairment/(write-back) of
trade receivables, net	–	–	–	–	17		(7)	–	–	17	(7)
Capital expenditure*	248,833	606,215	541,153	1,089	1,497		1,111	4,387	1,379	795,870	609,794
Fair value losses/(gains) on
investment properties, net	–	–	11,580	(109,871)	–		–	–	–	11,580	(109,871)
Fair value losses/(gains) on
financial assets at fair value
through profit or loss, net	–	–	–	–	–		–	(41,365)	383	(41,365)	383
Investment in a joint venture	–	–	–	–	91,341	93,438		–	–	91,341	93,438
Investment in an associate	–	–	–	–	–		–	521,592	480,327	521,592	480,327
Share of profits and losses of:
A joint venture	–	–	–	–	(8,057)	(4,925)		–	–	(8,057)	(4,925)
An associate	–	–	–	–	–		–	(43,038)	(179,379)	(43,038)	(179,379)

* Capital expenditure consists of additions to property, plant and equipment, properties under development and investment properties.

• 14 -

Geographical information

(a) Sales to external customers

Hong Kong Mainland China	2014 HK$’000 1,596,558 782 1,597,340	2013 HK$’000 (Restated) 743,272 797
		744,069

The revenue information above is based on the locations of the customers.

• (b) Non-current assets

Hong Kong Mainland China	2014 HK$’000 2,432,199 91,472 2,523,671	2013 HK$’000 (Restated) 2,413,865 93,780
		2,507,645

The non-current assets information above is based on the locations of the assets and excludes financial instruments and deferred tax assets.

Information about a major customer

For the years ended 31 March 2014 and 2013, no revenue from transactions with a single external customer amounted to 10% or more of the Group’s total revenue.

• 15 -

5. REVENUE, OTHER INCOME AND GAINS

Revenue, which is also the Group’s turnover, represents sub-licensing and management fee income received and receivable; the invoiced value of services rendered; gross rental income received and receivable from investment properties and proceeds from the sale of properties during the year.

An analysis of the Group’s revenue, other income and gains is as follows:

Revenue Sub-licensing fee income Property management fee income Gross rental income Sale of properties Other income Bank interest income Interest income from financial investments Interest income from loans receivable Dividend income from listed securities Management fee income Commission fee income Others Gains Gain on disposal of investment properties, net Gain on disposal and write-off of items of property, plant and equipment Other income and gains	2014 HK$’000 191,114 3,257 43,713 1,359,256 1,597,340 4,493 635 88,631 2,407 3,520 2,651 13,554 115,891 699 14 713 116,604	2013 HK$’000 (Restated) 214,441 6,129 54,316 469,183
		744,069
		2,821 712 63,190 787 4,247 – 7,994
		79,751
		5,354 14
		5,368
		85,119

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6. PROFIT BEFORE TAX

The Group’s profit before tax is arrived at after charging/(crediting):

Notes Cost of services provided Cost of properties sold Depreciation Minimum lease payments under operating leases in respect of land and buildings Auditors’ remuneration Employee benefit expense (including directors’ remuneration) Wages and salaries Equity-settled share option expense Pension scheme contributions Less: Amount capitalised Gross rental income 5 Direct operating expenses (including repairs and maintenance) arising on rental-earning investment properties Impairment of an available-for-sale investment Loss on disposal of financial assets at fair value through profit or loss, net Loss on deemed partial disposals of an associate Write-down of properties under development to net realisable value, net Amount provided/(utilised) for onerous contracts, net Impairment/(write-back of impairment) of trade receivables, net 11 Foreign exchange losses, net	2014 HK$’000 169,090 574,900 4,677 115,427 2,300 104,264 17 1,548 (8,702) 97,127 (43,713) 11,755 (31,958) 84,833 – – 73,068 800 17 1,654	2013 HK$’000 (Restated) 180,404 198,861 5,248 125,511 2,250 78,598 116 1,364 (5,532) 74,546 (54,316) 4,178 (50,138) – 4,530 104,917 36,049 (208) (7) 224

• These expenses are included in “Other expenses” on the face of the consolidated statement of profit or loss and other comprehensive income.

• 17 -

7. FINANCE COSTS

An analysis of finance costs is as follows:

Interest on bank loans: Wholly repayable within five years Repayable beyond five years (Note) Less: Interest capitalised	2014 HK$’000 20,963 11,615 32,578 (14,224) 18,354	2013 HK$’000 13,470 9,481 22,951 (11,723) 11,228

The above analysis shows the finance costs of bank borrowings, including term loans which contain a repayment on demand clause, in accordance with the agreed scheduled repayments dates set out in the loan agreements.

Note:

Included interests of HK$4,488,000 (2013: HK$5,464,000) on bank borrowings which contain a repayment on demand clause.

8. INCOME TAX

Hong Kong profits tax has been provided at the rate of 16.5% (2013: 16.5%) on the estimated assessable profits arising in Hong Kong during the year. Taxes on profits assessable in Mainland China have been calculated at the rate of tax prevailing in Mainland China.

Group: Current – Hong Kong Charge for the year Under/(over) provision in prior years Current – Mainland China Charge for the year Deferred Total tax charge for the year	2014 HK$’000 86,857 2,831 89,688 3,339 (5,492) 87,535	2013 HK$’000 (Restated) 31,459 (1,407) 30,052 10,174 800 41,026

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9. DIVIDENDS

Interim – HK0.15 cents (2013: HK0.15 cents) per ordinary share Proposed final – HK0.6 cents (2013: HK0.5 cents) per ordinary share	2014 HK$’000 9,787 39,150 48,937	2013 HK$’000 9,787 32,625
		42,412

The final dividend proposed subsequent to the reporting period has not been recognised as a liability at the end of the reporting period and is subject to the approval of the Company’s shareholders at the forthcoming annual general meeting.

10. EARNINGS PER SHARE ATTRIBUTABLE TO ORDINARY EQUITY HOLDERS OF THE PARENT

The calculation of basic earnings per share amounts is based on the profit for the year attributable to ordinary equity holders of the parent, and the weighted average number of ordinary shares of 6,524,935,021 (2013: 6,524,935,021) in issue during the year.

The calculation of diluted earnings per share amounts is based on the profit for the year attributable to ordinary equity holders of the parent. The weighted average number of ordinary shares used in the calculation is the number of ordinary shares in issue during the year, as used in the basic earnings per share calculation.

No adjustment bas been made to the basic earnings per share amounts presented for the years ended 31 March 2014 and 2013 in respect of a dilution as the share options outstanding had no dilutive effect on the basic earnings per share amounts presented.

The calculations of basic and diluted earnings per share are based on:

Earnings Profit attributable to ordinary equity holders of the parent, used in the basic and diluted earnings per share calculation Shares Weighted average number of ordinary shares in issue during the year used in the basic and diluted earnings per share calculation	2014 2013 HK$’000 HK$’000 593,521 409,536 Number of shares 2014 2013 6,524,935,021 6,524,935,021	2013 HK$’000 409,536

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11. TRADE RECEIVABLES

An aged analysis of the trade receivables as at the end of the reporting period, based on the invoice date, is as follows:

Within 90 days 91 days to 180 days Over 180 days Less: Impairment	2014 HK$’000 1,943 63 83 2,089 (131) 1,958	2013 HK$’000 4,438 120 248 4,806 (154) 4,652

The Group generally grants a 15 to 30 days credit period to customers for its sub-leasing business. The Group generally does not grant any credit to customers of other businesses.

The Group seeks to maintain strict control over its outstanding receivables and has a credit control department to minimise credit risk. Overdue balances are reviewed regularly by senior management. In view of the aforementioned and the fact that the Group’s trade receivables relate to a large number of diversified customers, there is no significant concentration of credit risk. The Group does not hold any collateral or other credit enhancements over its trade receivable balances. Trade receivables are noninterest-bearing. The carrying amounts of trade receivables approximate to their fair values.

The movements in provision for impairment of trade receivables are as follows:

At 1 April Impairment losses recognised (note 6) Amount written off as uncollectible Impairment losses reversed (note 6) At 31 March	2014 HK$’000 154 17 (40) – 131	2013 HK$’000 161 – – (7) 154

Included in the above provision for impairment of trade receivables is a provision for individually impaired trade receivables of HK$131,000 (2013: HK$154,000) with a carrying amount before provision of HK$146,000 (2013: HK$247,000).

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The individually impaired trade receivables relate to customers that were in financial difficulties and only a portion of the receivables is expected to be recovered.

The aged analysis of the trade receivables that are not individually nor collectively considered to be impaired is as follows:

Neither past due nor impaired Less than 90 days past due 91 to 180 days past due	2014 HK$’000 1,943 – – 1,943	2013 HK$’000 3,714 614 231
		4,559

Receivables that were neither past due nor impaired relate to a large number of diversified customers for whom there was no recent history of default.

Receivables that were past due but not impaired relate to a number of independent customers that have a good track record with the Group. Based on past experience, the directors of the Company are of the opinion that no provision for impairment is necessary in respect of these balances as there has not been a significant change in credit quality and the balances are still considered fully recoverable.

12. TRADE PAYABLES

An aged analysis of the trade payables as at the end of the reporting period, based on the invoice date, is as follows:

			2014	2013
			HK$’000	HK$’000
Within	90	days	56,792	38,473

The trade payables are non-interest-bearing and have an average term of 30 days. The carrying amounts of the trade payables approximate to their fair values.

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MANAGEMENT DISCUSSION AND ANALYSIS

RESULTS

For the financial year ended 31 March 2014, the Group’s turnover and profit attributable to owners of the parent amounted to approximately HK$1,597.3 million (2013: approximately HK$744.1 million) and approximately HK$593.5 million (2013: approximately HK$409.5 million) respectively.

DIVIDENDS

The Board has recommended the payment of a final dividend of HK0.6 cents (2013: HK0.5 cents) per ordinary share for the year ended 31 March 2014 to shareholders on the register of members of the Company as of Thursday, 24 July 2014. The final dividend will be paid on or around Thursday, 31 July 2014, subject to shareholders’ approval at the forthcoming annual general meeting of the Company to be held on Wednesday, 16 July 2014. Together with the interim dividend of HK0.15 cents (30 September 2012: HK0.15 cents), the total dividends for the year ended 31 March 2014 will be HK0.75 cents (2013: HK0.65 cents) per ordinary share.

CLOSURE OF REGISTER

The register of members of the Company will be closed for the following periods:

• (a) for determining eligibility to attend and vote at the 2014 annual general meeting:

Latest time to lodge transfer documents 4:30 p.m., Thursday, 10 July 2014 for registration: Closure of register of members: Friday, 11 July 2014 to Wednesday, 16 July 2014 Record Date: Wednesday, 16 July 2014

• (b) for determining entitlement to the proposed final dividend:

Latest time to lodge transfer documents 4:30 p.m., Tuesday, 22 July 2014 for registration: Closure of register of members: Wednesday, 23 July 2014 to Thursday, 24 July 2014 Record Date: Thursday, 24 July 2014

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In order to be eligible to attend and vote at the 2014 annual general meeting and to qualify for the proposed final dividend, all transfer of share(s), accompanied by the relevant share certificate(s) with the properly completed transfer form(s) either overleaf or separately, must be lodged with the branch share registrar and transfer office of the Company in Hong Kong, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, for registration not later than the respective latest date and time set out above.

BUSINESS REVIEW

The Group’s turnover for the year ended 31 March 2014 amounted to approximately HK$1,597.3 million (2013: approximately HK$744.1 million), representing a substantial increase of approximately HK$853.2 million compared with last year. Profit attributable to owners of the parent for the year was approximately HK$593.5 million (2013: approximately HK$409.5 million). The Group continues to achieve favourable results this year and was contributed mainly by the disposal of the remaining shops in Grandeur Terrace, “The Met.Focus” residential project and the “726 Nathan Road” commercial building during the year. The review of the individual business segments of the Group is set out below.

Property Development

Revenue recognised in this business segment during the year amounted to approximately HK$899.0 million (2013: Nil), and it was contributed by the disposal of the two development projects, “The Met.Focus” and the “726 Nathan Road”.

“The Met. Focus” located at Pak Kung Street is the Group’s first residential project under “The Met.” series, its construction works were completed during the year and all the 103 residential units and part of the podium shops have been delivered to the purchasers during first quarter of 2014. This project contributed revenue of approximately HK$408.8 million to the Group for the year ended 31 March 2014.

The “726 Nathan Road” Ginza-type commercial building was pre-sold in January 2013 at an aggregate consideration of approximately HK$1,122.1 million. Construction works of this project were also successfully completed during the year and delivery to purchasers started in March 2014 and is underway. Except for the ground floor unit, which remains unsold, 7 out of 18 sold units have been delivered to the purchasers. This project contributed revenue of approximately HK$488.0 million to the Group for the year ended 31 March 2014.

In view of the property market sentiment, the Group had decided to revise its strategy and launched the presale of “The Met.Delight” at Camp Street in February 2014. The presale received favourable responses and all the 84 units and 9 shops have been sold in around one month after the launch. Construction of the superstructure has already begun and been progressing well and the whole development is expected to complete in the second half of 2015. Revenue and profit from this project will be recognised in the year ended 31 March 2016.

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Construction of the superstructure of “The Met.Sublime” at Kwai Heung Street has also been progressing steadily, and it has already topped out in April 2014 and completion of development is targeted to be in the second half of 2014. The Group has launched a sales campaign for the remaining units, and there are now 7 residential units and 1 shop are remaining to be sold. The revenue and profit from this project will be recognised in the financial statements for the year ended 31 March 2015.

The site at 575-575A Nathan Road is obtaining approval for its building plan, while hoarding work of the site has been completed and demolition of the existing building will start soon. Situated at the prime area in Mongkok, Kowloon, and given the success of “726 Nathan Road”, this site will also be redeveloped as another Ginza-type commercial building. Completion of this development is expected to be in late 2016.

Finally, the site at 13 and 15 Sze Shan Street, Yau Tong has still been vacant with hoarding work completed. Negotiation with the Hong Kong Government on the amount of land premium required for redevelopment of the site is still under progress.

As at 30 April 2014, the Group has a development land portfolio as follows:

			Anticipated
	Approximate		Year of
Location	Site Area	Intended Usage	Completion
	(Square feet)
1-13 Kwai Heung Street, Sai Ying Pun	4,800	Residential/Commercial	2014
140-146 Camp Street, Shum Shui Po	4,600	Residential/Commercial	2015
575-575A Nathan Road, Mongkok	2,100	Commercial	2016
13 and 15 Sze Shan Street, Yau Tong	41,000	Residential/Commercial	2017

The Group will continue to monitor closely the progress and costing of existing development inprogress, and ensure their on-time completion in an efficient and quality manner. Besides, the Group will further strengthen its effort in soliciting both suitable residential and commercial sites for redevelopment opportunities, and will also participate actively in private purchases, as well as public tenders of the Hong Kong Government with an aim to replenish its development land bank.

Property Investment

During the year, the Group received gross rental income of approximately HK$43.7 million (2013: approximately HK$54.3 million). The decrease in gross rental income was attributable to the disposal of remaining shops in Grandeur Terrace during the year.

The remaining 16 shops in Grandeur Terrace was disposed of at an aggregate consideration of approximately HK$463.1 million, which after then the Group’s interest in this investment property had been fully disposed of.

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On 30 November 2013, the Group has also disposed of an investment property located at Mongkok, Kowloon at consideration of HK$60.0 million, details of which were set out in the Company’s announcement dated 2 December 2013. As the transaction was completed on 8 April 2014, gain or loss on disposal of such property had not been recorded in the financial statements for the year ended 31 March 2014.

As at 31 March 2014, the portfolio of investment properties comprised of both commercial, industrial and residential units located in Hong Kong with a total carrying value of approximately HK$1,140.1 million (2013: approximately HK$679.9 million.

In order to secure a stable and long term rental income stream, and following completion the disposal of shops at Grandeur Terrace, the Group has been vigorously exploring for potential property investment opportunities. During the year, the Group completed at a consideration of HK$508.0 million the acquisition of Riviera Plaza, a shopping mall located in Tsuen Wan, New Territories. The shopping mall was acquired through a successful tender of the Group on 20 November 2012, details of which was set out in the Company’s announcement dated 20 November 2012. The shopping mall has completed vacant possession and the Group is now applying for approval of its renovation and enhancement plan. Expected completion of the works will be around the end of 2015. This shopping mall will be held as a long term investment property and should strengthen the rental income stream of the Group.

The Group will continue its close and regular review of its investment property portfolio, optimise its tenant mix and strive to achieve positive rental adjustments.

Management and Sub-licensing of Chinese Wet Markets

For the year ended 31 March 2014, revenue recorded for this segment amounted to approximately HK$193.5 million (2013: approximately HK$220.0 million), representing a decrease of approximately HK$26.5 million over the last year. The decrease was mainly attributable to the expiration of license with the landlord for the Chinese wet markets at Hau Tak Estate, Tseung Kwan O and Yiu On Estate, Ma On Shan on 28 February 2013 and on 31 May 2013, respectively.

During the year, the Group managed a portfolio of approximately 800 stalls in 13 “Allmart” brand of Chinese wet markets in Hong Kong with a total gross floor area of over 300,000 square feet. In Mainland China, the Group managed a portfolio of approximately 1,000 stalls in 17 Chinese wet markets with a total gross floor area of over 283,000 square feet under “Huimin” brand in various districts of Shenzhen, Guangdong Province.

As one of the Group’s major effort in the promotion of the Group’s managed Chinese wet markets in Hong Kong, the “Allmart Club” membership program has already recruited over 12,000 members to date. The program not only improved the traffic flow of shoppers, but also enhanced the overall business atmosphere of the markets. Besides, during the year, the Group had launched

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various enhancement works in the markets, including but not limited to, massive renovation of portal and stall signages, upgrade of patrol management system and improvement works for toilets. Ventilation systems in certain locations have also been improved. The Group is of the view that the refurbishment campaign will further improve the image and general environment of the markets, which will provide a more pleasant and convenient shopping experience for shoppers.

The operation of Chinese wet markets has contributed stable stream of income for the Group. With our expertise and reputation in wet market management and operations, the Group will actively pursue business opportunities in this segment both in Hong Kong and Mainland China.

Investment in Pharmaceutical and Health Products Related Business

As at 31 March 2014, the Group held 24.87% interest in Wai Yuen Tong Medicine Holdings Limited (“ WYTH ”), a company listed on the Main Board of The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”).

For the year ended 31 March 2014, WYTH achieved a turnover of approximately HK$865.3 million (2013: approximately HK$785.6 million) and profit attributable to equity holders of approximately HK$163.4 million (2013: approximately HK$148.4 million). The improvement in its results was mainly attributable to, among other things, the increase in gross profit resulting from the increase in WYTH’s turnover and the gain from change in fair value of investments held-for-trading, although the same has been partly set-off by the decrease in fair value gains on investment properties. The Group’s share of profit of WYTH for the year ended 31 March 2014 amounted to approximately HK$43.0 million (2013: approximately HK$179.4 million).

In light of the ever growing awareness of health and the strong demand for quality traditional Chinese medicines from both local and Mainland China customers, the Group is of the view that the business of WYTH will continue to grow steadily and expects that the investment in WYTH will provide long term value to the Group.

Investment in and Loan Facilities Granted to PNG Resources Holdings Limited (“PNG”)

PNG, a company listed on the Main Board of the Stock Exchange, is principally engaged in property development in Mainland China and the retailing of fresh pork meat and related produce in Hong Kong. During the year, the Group acquired on market between 29 July 2013 and 4 October 2013 382.2 million shares of PNG at an aggregate purchase price of approximately HK$76.5 million, and following the subsequent placing of new shares by PNG completed on 27 November 2013, the Group’s original 15.47% interest in PNG had increased to 17.03%.

As at 31 March 2014, PNG was also indebted to the Group in an aggregate outstanding principal amount of approximately HK$107.6 million at an interest rate of 8.0% per annum which will provide a good return of interest income to the Group.

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Loan Facility Granted to China Agri-Products Exchange Limited (“CAP”)

During the year, the Group entered into a further loan agreement dated 19 September 2013 with CAP, pursuant to which the Group granted to CAP a secured revolving loan facility (the “ CAP Loan ”) of a maximum of HK$210.0 million at an interest rate of 12.0% per annum which is repayable on or before 18 September 2016, details of which was disclosed in the Company’s announcement dated 19 September 2013. As at 31 March 2014, the CAP Loan had been fully drawn and CAP was indebted to the Group in an aggregate outstanding principal amount of HK$880.0 million, of which HK$670.0 million had been drawn pursuant to the previous loan agreement dated 16 July 2012 (as amended by the supplemental agreement dated 31 July 2012). The Group considers that the CAP Loan generate a higher and stable interest income to the Group.

Investment in CAP

As disclosed in the announcement of the Company dated 19 December 2013, the Group irrevocably undertook to CAP to subscribe for its provisional entitlement of 412,500 rights shares under the rights issue proposed by CAP in the proportion of 15 adjusted CAP rights shares for every one adjusted CAP share held on the record date at HK$0.465 per rights share of CAP (the “ CAP Rights Issue ”) pursuant to an irrevocable undertaking executed on 4 December 2013 and participated in underwriting 228 million rights shares under the CAP Rights Issue, in consideration of receiving commission of 2.5% of the aggregate subscription price of the underwritten rights shares, pursuant to the underwriting agreement executed on 4 December 2013.

As a result of the over-subscription of the CAP Rights Issue, completion of which took place on 25 March 2014, the Group was not required to take up any underwritten shares. Thus, at the end of the reporting period, the Group remained to hold 0.04% equity interest in CAP.

LIQUIDITY AND FINANCIAL RESOURCES

As at 31 March 2014, the Group’s total assets less current liabilities were approximately HK$4,738.8 million (2013: approximately 4,930.5 million) and the current ratio increased from approximately 2.4 times as at 31 March 2013 to approximately 2.8 times as at 31 March 2014.

As at 31 March 2014, the Group had cash resources and short-term investments of approximately HK$815.9 million (2013: approximately HK$790.5 million). Aggregate borrowings as at 31 March 2014 amounted to approximately HK$1,266.9 million (2013: approximately HK$1,629.8 million). The gearing ratio was approximately 14.2% (2013: approximately 25.1%), calculated by reference to the Group’s total borrowings net of cash and cash equivalents and the equity attributable to owners of the parent. As at 31 March 2014, the Group’s land and buildings, investment properties, properties under development and properties held for sale, with carrying value of approximately HK$64.0 million, HK$1,096.2 million, HK$1,267.3 million and HK$314.0 million (2013: approximately HK$Nil, HK$637.8 million, HK$1,834.3 million and HK$166.2 million) were pledged to secure the Group’s general banking facilities. The Group’s capital commitment as at 31 March 2014 amounted to approximately HK$221.1 million (2013: approximately HK$698.3 million). The Group had no significant contingent liabilities as at the end of the reporting period.

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The management of the Group is of the opinion that the Group’s existing financial resources are sufficient for the Group’s needs in the foreseeable future.

Foreign Exchange

The Board is of the opinion that the Group has no material foreign exchange exposure. All bank borrowings are denominated in Hong Kong dollar. The revenue of the Group, being mostly denominated in Hong Kong dollar, matches the currency requirements of the Group’s operating expenses. The Group therefore does not engage in any hedging activities.

Employees and Remuneration Policies

At the end of the reporting period, the Group had 203 (2013: 202) employees, of whom approximately 96.1% (2013: 87.6%) were located in Hong Kong and the rest were located in Mainland China. The Group remunerates its employees mainly based on industry practices and individual performance and experience. On top of the regular remuneration, discretionary bonus and share options may be granted to selected staff by reference to the Group’s performance as well as the individual’s performance. Other benefits such as medical and retirement benefits and structured training programs are also provided.

PROSPECTS

With various property market cooling measures in place to curb speculating activities, sentiment has remained cautious and there has been slight price adjustments. To reactivate sale activity, property developers has cut prices, offered various rebates and payment terms to property purchasers when launching their new residential projects since the end of 2013, and the pace for launching property sales has also been accelerated this year. Response of the market has been generally positive and the number of first-hand property transaction has increased. The second-hand property trading has also showed some resurrection as owners were more willing to discount prices. It is expected that in the short term developers will continue this strategy when launching new projects.

Market information and the recent success of the Group’s in the launch of prestige style, affordable residential project, “The Met. Delight” have both reflected that the current increase in transactions were mainly driven by home-use buyers. It is believed that the demand for quality housing with better living conditions in convenient locations will remain robust and will continue to generate support for the property market of Hong Kong. Further, the keen responses to recent government tenders has also reflected developers’ interest in acquiring land, especially in urban areas. The Group is therefore cautiously optimistic about the property market in Hong Kong and will proactively look for development opportunities. As the Group’s major property projects will progress towards completion within the next few years, the Group will actively participate in tenders of land as well as direct acquisitions in the market in order to replenish land inventory for future development.

The operation of Chinese wet markets has contributed stable stream of income for the Group. The Group will dedicate continued effort in securing our position as one of the major operators in Hong Kong. With our professional expertise and extensive experience in Chinese wet market management and operations, the Group will also evaluate acquisition opportunities in both Hong Kong and Mainland China as a means to expand business coverage as well as to strengthen this income base.

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PURCHASE, SALE OR REDEMPTION OF LISTED SECURITIES OF THE COMPANY

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

COMPLIANCE WITH THE CORPORATE GOVERNANCE CODE

The Company is committed to maintaining a high standard of corporate governance within a sensible framework with a strong emphasis on transparency, accountability, integrity and independence and enhancing the Company’s competitiveness and operating efficiency, to ensure its sustainable development and to generate greater returns for the shareholders of the Company.

The Board has reviewed the corporate governance practices of the Company and is satisfied that the Company had applied the principles and complied with the code provisions contained in the Corporate Governance Code as set out in Appendix 14 to the Rules Governing the Listing of Securities on the Stock Exchange (the “ Listing Rules ”) throughout the financial year ended 31 March 2014.

Further details of the Company’s corporate governance practices are set out in the corporate governance report to be contained in the Company’s 2014 annual report.

MODEL CODE FOR SECURITIES TRANSACTIONS BY DIRECTORS

The Company has adopted its code of conduct regarding the securities transactions by the directors of the Company on the terms no less exacting terms than the required standard set forth in the Model Code for Securities Transactions by Directors of Listed Issuers (the “ Model Code ”) as set out in Appendix 10 to the Listing Rules. Having made specific enquiries of all directors, the Company confirmed that all directors had complied with the required standard set out in the Model Code throughout the financial year under review and no incident of non-compliance by the directors was noted by the Company during the year.

AUDIT COMMITTEE

The Company has established its audit committee (the “ Audit Committee ”) with specific terms of reference (as amended from time to time) in accordance with the requirements of the Listing Rules. During the year, the Audit Committee met twice with the management and the external auditors to review and consider, among other things, the accounting principles and practices adopted by the Group, the financial reporting matters (including the review of the consolidated interim results and the consolidated final results), the statutory compliance, internal controls, continuing connected transaction(s) and the adequacy of resources, qualifications and experience of staff of the Company’s accounting and financial reporting function as well as their training programmes and budget.

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The Audit Committee comprises three independent non-executive directors, namely Mr. Siu Yim Kwan, Sidney, Mr. Wong Chun, Justein and Mr. Siu Kam Chau. Mr. Siu Yim Kwan, Sidney was elected as the chairman of the Audit Committee. The Audit Committee has reviewed with the management and the external auditors the consolidated financial statements for the year ended 31 March 2014.

ANNUAL GENERAL MEETING

The 2014 annual general meeting of the shareholders of the Company will be held at Garden Rooms A & B, 2/F., Hotel Nikko Hongkong, 72 Mody Road, Tsimshatsui, Kowloon, Hong Kong, on Wednesday, 16 July 2014 at 12:00 noon and the notice convening such meeting will be published and despatched to the shareholders of the Company in the manner as required by the Listing Rules in due course.

PUBLICATION OF FINAL RESULTS AND DESPATCH OF ANNUAL REPORT

This final results announcement is published on the websites of HKExnews (www.hkexnews.hk) and the Company (www.wangon.com) . The 2014 annual report containing all the information required by the Listing Rules will be despatched to the Company’s shareholders and available on the above websites in due course.

By Order of the Board WANG ON GROUP LIMITED (宏安集團有限公司)[*] Tang Ching Ho Chairman

Hong Kong, 14 May 2014

As at the date of this announcement, the Board comprises three executive directors of the Company, namely Mr. Tang Ching Ho, Ms. Yau Yuk Yin and Mr. Chan Chun Hong, Thomas, and four independent non-executive directors of the Company, namely Dr. Lee Peng Fei, Allen, Mr. Wong Chun, Justein, Mr. Siu Yim Kwan, Sidney and Mr. Siu Kam Chau.

• For identification purpose only

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