CONTENTS 02 Corporate Information 03 Operational Highlights 04 Condensed Consolidated Income Statement 05 Condensed Consolidated Statement of Comprehensive Income 06 Condensed Consolidated Statement of Financial Position 08 Condensed Consolidated Statement of Changes in Equity 09 Condensed Consolidated Statement of Cash Flows 10 Notes to the Condensed Consolidated Financial Statements 43 Independent Review Report 45 Management Discussion and Analysis 53 Disclosure of Interests 56 Disclosure under Rules 13.20 and 13.22 of the Listing Rules 57 Purchase, Sale or Redemption of the Company’s Listed Securities 57 Corporate Governance 57 Codes for Securities Transactions by Directors 58 Information in Respect of Directors 58 Audit Committee 58 Review of Interim Results CORPORATE INFORMATION Directors Executive Directors Mr. Yeung Hoi Sing, Sonny (Chairman) Dr. Ma Ho Man, Hoffman (Deputy Chairman) Non-executive Director Mr. Choi Kin Pui, Russelle Independent Non-executive Directors Mr. Luk Ka Yee, Patrick Ms. Yeung Mo Sheung, Ann Mr. Chin Wing Lok, Ambrose Company Secretary Ms. Chiu Nam Ying, Agnes Financial Controller Mr. Wong Chi Keung, Alvin Authorised Representatives Dr. Ma Ho Man, Hoffman Ms. Chiu Nam Ying, Agnes Audit Committee Mr. Chin Wing Lok, Ambrose (Chairman) Mr. Choi Kin Pui, Russelle Mr. Luk Ka Yee, Patrick Ms. Yeung Mo Sheung, Ann Remuneration Committee Mr. Luk Ka Yee, Patrick (Chairman) Mr. Yeung Hoi Sing, Sonny Mr. Choi Kin Pui, Russelle Ms. Yeung Mo Sheung, Ann Mr. Chin Wing Lok, Ambrose Nomination Committee Mr. Yeung Hoi Sing, Sonny (Chairman) Mr. Choi Kin Pui, Russelle Mr. Luk Ka Yee, Patrick Ms. Yeung Mo Sheung, Ann Mr. Chin Wing Lok, Ambrose Executive Committee Mr. Yeung Hoi Sing, Sonny (Chairman) Dr. Ma Ho Man, Hoffman Auditors HLB Hodgson Impey Cheng Limited Certified Public Accountants Legal Advisers on Hong Kong Laws Iu, Lai & Li Legal Advisers on Bermuda Laws Conyers Dill & Pearman Principal Bankers Chong Hing Bank Limited Fubon Bank (Hong Kong) Limited Royal Bank of Canada The Bank of East Asia, Limited The Hongkong and Shanghai Banking Corporation Limited Principal Share Registrar and Transfer Agent in Bermuda Butterfield Fulcrum Group (Bermuda) Limited 26 Burnaby Street Hamilton HM 11 Bermuda Branch Share Registrar and Transfer Office in Hong Kong Tricor Tengis Limited 26th Floor Tesbury Centre 28 Queen’s Road East Wanchai Hong Kong Registered Office Clarendon House 2 Church Street Hamilton HM 11 Bermuda Head Office and Principal Place of Business Suite 1601-2 & 8-10, 16/F. Great Eagle Centre 23 Harbour Road Wanchai Hong Kong Share Listing The Stock Exchange of Hong Kong Limited Stock Code: 00487 Website www.successug.com OPERATIONAL HIGHLIGHTS Profit attributable to owners of the Company was approximately HK$70.9 million EBITDA* of Ponte 16 surged by approximately 26% to approximately HK$179.4 million, benefiting from a promising performance in mass market Turnover of cruise ship business increased to approximately HK$42.0 million due to the increase in leasing and management fee income Turnover of travel business was approximately HK$769.4 million Lottery business expanded its sports lottery sales agency services network in China with a turnover of approximately HK$23.3 million * EBITDA: Earnings Before Interest, Taxes, Depreciation and Amortisation 03 Profit/(loss) from operations (19,882) Finance costs 6(a) (10,150) Share of results of jointly controlled entities 75 Share of results of associates (252) Profit/(loss) before taxation 6 (30,209) Income tax credit/(expenses) 7 (393) Profit/(loss) for the period (30,602) Total comprehensive income/(loss) for the period (30,521) Attributable to: Owners of the Company (28,258) Non-controlling interests (2,263) Total comprehensive income/(loss) for the period (30,521) The accompanying notes form an integral part of these condensed consolidated financial statements. 05 Current liabilities 107,503 Net assets 765,995 Capital and reserves Share capital 24 40,649 Reserves 861,187 700,985 Total equity attributable to owners of the Company 741,634 Non-controlling interests 21,333 24,361 Total equity 928,675 765,995 The accompanying notes form an integral part of these condensed consolidated financial statements. 07 cash equivalents 397,922 Cash and cash equivalents at the beginning of the period 72,410 Effect of foreign exchange rate changes 9 Cash and cash equivalents at the end of the period 16 470,341 09 NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS For the six months ended 30 June 2013 1. Organisation and Principal Activity The Company was incorporated as an exempted company with limited liability in Bermuda on 27 May 2004 under the Companies Act 1981 of Bermuda and is listed on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”). The principal activity of the Company is investment holding. 2. Basis of Preparation The condensed consolidated financial statements for the six months ended 30 June 2013 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 and with Hong Kong Accounting Standard (“HKAS”) 34, “Interim Financial Reporting” (“HKAS 34”) issued by the Hong Kong Institute of Certified Public Accountants (“HKICPA”). The condensed consolidated financial statements do not include all the information and disclosures required for annual financial statements, and should be read in conjunction with the consolidated financial statements of the Group for the year ended 31 December 2012 as contained in the Company’s Annual Report 2012 (the “Annual Report 2012”). The preparation of the condensed consolidated financial statements in conformity with HKAS 34 requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses on a year to date basis. Actual results may differ from these estimates. The condensed consolidated financial statements are denominated in Hong Kong dollars (“HK$”). Unless otherwise specifically stated, all amounts are presented in thousand. 3. Summary of Significant Accounting Policies The accounting policies used in the preparation of the condensed consolidated financial statements are consistent with those used in the Annual Report 2012, except for the impact of the adoption of the new and revised HKASs, Hong Kong Financial Reporting Standards (“HKFRSs”), amendments and interpretations described below. In the current interim period, the Group has applied, for the first time, a number of new and revised standards, amendments and interpretations (“New HKFRSs”) issued by the HKICPA, which are effective for the Group’s accounting period beginning on 1 January 2013. The New HKFRSs adopted by the Group in the condensed consolidated financial statements are set out as follows: HKFRSs (Amendments) Annual Improvements 2009 – 2011 Cycle HKFRS 1 (Amendments) First-time Adoption of Hong Kong Financial Reporting Standard – Government Loans HKFRS 7 (Amendments) 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 13 Fair Value Measurement HKFRS 10, HKFRS 11 and Consolidated Financial Statements, HKFRS 12 (Amendments) Joint Arrangements and Disclosure of Interests in Other Entities: Transition Guidance HKAS 1 (Amendments) Presentation of Items of Other Comprehensive Income HKAS 19 (as revised in 2011) Employee Benefits HKAS 27 (as revised in 2011) Separate Financial Statements HKAS 28 (as revised in 2011) Investments in Associates and Joint Ventures HK(IFRIC) – Int 20 Stripping Costs in the Production Phase of a Surface Mine 3. Summary of Significant Accounting Policies (Continued) The application of the above New HKFRSs had no material effect on the results and financial positions of the Group for the current or prior accounting periods which have been prepared and presented. Accordingly, no prior period adjustment has been required. The Group has not early applied the following New HKFRSs that have been issued but are not yet effective: HKFRS 9 and HKFRS 7 Mandatory Effective Date of HKFRS 9 and (Amendments) Transition Disclosures2 HKFRS 9 Financial Instruments2 HKFRS 10, HKFRS 12 and Investment Entities1 HKAS 27 (Amendments) HKAS 32 (Amendments) Offsetting Financial Assets and Financial Liabilities1 HKAS 36 (Amendments) Recoverable Amount Disclosures for Non-Financial Assets1 HKAS 39 (Amendments) Novation of Derivatives and Continuation of Hedge Accounting1 HK(IFRIC) – Int 21 Levies1 1 Effective for annual periods beginning on or after 1 January 2014 2 Effective for annual periods beginning on or after 1 January 2015 Amendments to HKFRS 10, HKFRS 12 and HKAS 27 “Investment Entities” The “Investment Entities” amendments apply to a particular class of business that qualify as investment entities. The term “investment entity” refers to an entity whose business purpose is to invest funds solely for returns from capital appreciation, investment income or both. An investment entity must also evaluate the performance of its investments on a fair value basis. Such entities could include private equity organisations, venture capital organisations, pension funds, sovereign wealth funds and other investment funds. 3. Summary of Significant Accounting Policies (Continued) Amendments to HKFRS 10, HKFRS 12 and HKAS 27 “Investment Entities” (Continued) Under HKFRS 10, reporting entities were required to consolidate all investees that they control (i.e. all subsidiaries). Preparers and users of financial statements have suggested that consolidating the subsidiaries of investment entities does not result in useful information for investors. Rather, reporting all investments, including investments in subsidiaries, at fair value, provides the most useful and relevant information. In response to this, the amendments provide an exception to the consolidation requirements in HKFRS 10 and require investment entities to measure particular subsidiaries at fair value through profit or loss, rather than consolidate them. The amendments also set out disclosure requirements for investment entities. The amendments are effective from 1 January 2014 with early adoption permitted in order to allow investment entities to apply the amendments at the same time they first apply the rest of HKFRS 10. Amendments to HKAS 36 “Impairment of Assets: Recoverable Amount Disclosures for Non-Financial Assets” The amendments to HKAS 36 are to remove certain unintended disclosure requirements which may be introduced by the consequential amendments to HKAS 36 when HKFRS 13 was issued. Furthermore, these amendments require the disclosure of additional information about the fair value measurement when the recoverable amount of impaired assets is based on fair value less costs of disposal. The amendments to HKAS 36 are effective for annual periods beginning on or after 1 January 2014. Earlier application is permitted. However, an entity may not apply those amendments in periods (including comparative periods) in which it does not also apply HKFRS 13. 3. Summary of Significant Accounting Policies (Continued) Amendments to HKAS 39 “Novation of Derivatives and Continuation of Hedge Accounting” The narrow-scope amendments will allow hedge accounting to continue in a situation where a derivative, which has been designated as a hedging instrument, is novated to effect clearing with a central counterparty as a result of laws or regulation, if specific conditions are met (in this context, a novation indicates that parties to a contract agree to replace their original counterparty with a new one). The amendments will be effective for annual periods beginning on or after 1 January 2014 and applied retrospectively. Earlier application is permitted. The Group is in the process of assessing the potential impact of the above New HKFRSs upon initial application but is not yet in a position to state whether the above New HKFRSs will have a significant impact on the Group’s results of operations and financial position. 4. Segment Information Operating segments are identified on the basis of internal reports which provide information about components of the Group. This information are reported to and reviewed by the chief operating decision maker (the “CODM”) for the purposes of resource allocation and performance assessment. The Group has identified the following three reportable segments: – Cruise ship leasing and management business: the leasing of cruise ship and the provision of cruise ship management services. – Travel business: sales of air tickets and provision of travel-related services. – Lottery business: provision of sports lottery sales agency services to the sports lottery market in the People’s Republic of China (“PRC”). 4. Segment Information (Continued) (a) Segment results and assets In accordance with HKFRS 8, segment information disclosed in these condensed consolidated financial statements has been prepared in a manner consistent with the information used by the Group’s CODM for the purposes of assessing segment performance and allocating resources among segments. In this regard, the Group’s CODM monitors the results and assets attributable to each reportable segment on the following bases: Segment profit represents the profit from each segment without allocation of corporate administrative costs such as directors’ salaries, share of result of associates and jointly controlled entities, investment income and corporate finance costs. To arrive at reportable segment profit, the management additionally provide segment information concerning interest income, finance costs and major non-cash items such as depreciation, amortisation and impairment losses derived from reportable segments. Unallocated corporate income mainly comprises amortisation on financial guarantee contract, management fee income from an associate and other sundry income. This is the measure reported to the CODM for the purposes of resource allocation and performance assessment. Taxation is not allocated to reportable segments. Revenue and expenses are allocated to the reportable segments with reference to sales generated by those segments and the expenses incurred by those segments. Inter-segment sales are priced with reference to prices charged to external parties for similar orders. The revenue from external parties reported to the CODM is measured in a manner consistent with that in the condensed consolidated income statement. All assets are allocated to reportable segments other than tax recoverable, interest in associates and jointly controlled entities. Unallocated corporate assets mainly included part of the property, plant and equipment, cash and cash equivalents of the central administration companies. Finance costs (6,064) (9,760) Consolidated profit/ (loss) before taxation (30,209) Income tax credit/ (expenses) (393) Consolidated profit/ (b) Other segment information Cruise ship leasing Other corporate and management Travel Lottery entities Total Unaudited Unaudited Unaudited Unaudited Unaudited For the six months ended For the six months ended For the six months ended For the six months ended For the six months ended 30/6/2012 30/6/2012 30/6/2012 30/6/2012 30/6/2012 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 17 Other Gains: Amortisation of financial guarantee contract Gain on derecognition of a long-term payable Reversal of impairment loss recognised on intangible assets Reversal of impairment loss recognised on other receivable 6,300 – 2,278 3,255 11,833 19 Taxation arising in other jurisdictions is calculated at the rates prevailing in the relevant jurisdictions. 8. Dividends The directors of the Company do not recommend the payment of an interim dividend for the six months ended 30 June 2013 (for the six months ended 30 June 2012: nil). No dividend payable to owners of the Company attributable to the previous financial year was approved and paid during the period. Carrying amount as at 1 January 2012 (Audited) 89,040 Additions 4,959 Disposals (6) Depreciation (5,364) Exchange alignment (29) Carrying amount as at 30 June 2012 (Unaudited) 88,600 Carrying amount as at 1 January 2013 (Audited) 83,544 21 Audited At 31/12/2012 HK$’000 HK$’000 Cruise ship management CGU 1,313 1,313 Travel CGU 2,549 Exchange alignment 739 206 945 At 31 December 2012 and 1 January 2013 33,814 9,452 43,266 Exchange alignment (2,096) (586) (2,682) At 30 June 2013 31,718 8,866 40,584 Accumulated amortisation and impairment losses At 1 January 2012 (1,971) (4,511) (6,482) Charge for the year – (418) (418) Impairment loss – (361) (361) Reversal of impairment loss 2,015 – 2,015 23 12. Intangible Assets (Continued) Trademark In accordance with HKAS 36 “Impairment of Assets” (“HKAS 36”), the Group completed its interim impairment test for the trademark by comparing its recoverable amount to its carrying amount as at 30 June 2013. The Group has conducted a valuation of the trademark based on the value in use calculations. With reference to the valuations carried out by Roma Appraisals Limited (“Roma”), an independent professional valuer, who has among the staff, fellow members of the Hong Kong Institute of Surveyors, no impairment loss was recognised for the six months ended 30 June 2013 (for the six months ended 30 June 2012: a reversal of impairment loss of equivalent to approximately HK$1,973,000) as its recoverable amount was higher than its carrying amount. The carrying amount of the trademark as at 30 June 2013 was equivalent to approximately HK$31,718,000 (31 December 2012: equivalent to approximately HK$33,814,000). The valuation of the trademark is based on the relief-from-royalty method and uses cash flow projections based on financial estimates covering a five-year period, the expected sales deriving from the trademark in the travel CGU and a pre-tax discount rate of 18.06% (31 December 2012: 17.04%). The cash flows beyond the five-year period are extrapolated using a steady growth rate of 2% (31 December 2012: 3%). This growth rate does not exceed the long-term average growth rate for travel markets in which the Group operates. Management has considered the above assumptions and valuation and also taken into account the business plan going forward. Client list The directors of the Company assessed that the client list having 15 years of useful lives from the date of acquisition. The Group has completed its interim impairment test for the client list by comparing the recoverable amount of the client list to its carrying amount as at 30 June 2013. The Group has conducted a valuation of the client list based on the value in use calculations. With reference to the valuations carried out by Roma, no impairment loss was recognised for the six months ended 30 June 2013 (for the six months ended 30 June 2012: a reversal of impairment loss of equivalent to approximately HK$305,000) as its recoverable amount was higher than its carrying amount. The carrying amount of the client list as at 30 June 2013 was equivalent to approximately HK$3,629,000 (31 December 2012: equivalent to approximately HK$4,061,000). Deemed capital contribution (b) 162,978 Goodwill (c) 19,409 182,387 Amounts due from associates (d) 802,621 985,008 Less: impairment loss (e) (63,000) 25 13. Interest in Associates (Continued) (a) The following list contains only the particulars of associates, all of which are unlisted corporate entities, which principally affected the results or assets of the Group: Proportion of ownership interest Particulars of Name of associate Place of incorporation/ operations issued and paid up share capital Group’s effective interest % Held by the Company % Held by a subsidiary % Principal activity Pier 16 – Entertainment Macau 2 shares of 49 – 49 Provision of management Group Corporation MOP24,000 services for casino Limited and MOP1,000 operations respectively Pier 16 – Gaming Macau 1 share of 49 – 49 Provision of gaming Promotion, Limited MOP50,000 promotion services Pier 16 – Management Macau/ 2 shares of 49 – 49 Hotel operations Limited Hong Kong MOP24,000 and Macau and MOP1,000 respectively Pier 16 – Property Macau 100,000 shares of 49 – 49 Property holding Development Limited MOP100 each (“Pier 16 – Property Development”) (b) The deemed capital contribution is referenced to the financial guarantee contract (note 22) granted by the Group to the associates. (c) Goodwill Because goodwill is included in the carrying amount of the interest in associates and is not separately recognised, it is not tested for impairment separately by applying the requirements for impairment testing in HKAS 36. Instead, the entire carrying amount of the interest in associates is tested for impairment as set out in note 13(e) below. (d) The amounts due from associates are unsecured, interest-free and have no fixed terms of repayment. Their carrying amounts are not materially difference from their fair value. Audited At 31/12/2012 HK$’000 HK$’000 Non-current assets 2,301,479 2,414,443 Current assets 644,164 Current liabilities (368,740) Non-current liabilities (3,231,145) (3,342,287) 27 Form of Particulars of Group’s business Place of issued and paid up effective Principal Name of joint venture structure incorporation share capital interest activity % Surplus Win Enterprises Incorporated British Virgin Islands 2 shares of 50 Investment Limited US$1 each holding Double Diamond Incorporated British Virgin Islands 100 shares of 40 Operation International Limited US$1 each of pier (b) The amount due from a jointly controlled entity is unsecured, interest-free and has no fixed terms of repayment. HK$’000 HK$’000 Non-current assets 29,633 29,293 Current assets 1,840 Current liabilities (24,253) Total equity 6,880 Unaudited For the six months ended 29 All of the trade and other receivables are expected to be recovered within one year. The Group normally allows an average credit period of 30 to 60 days to customers of cruise ship leasing and management as well as lottery businesses (31 December 2012: 30 to 60 days) and 30 days to customers of travel business (31 December 2012: 30 days). Non-current liabilities 5,308 14,408 The profit guarantee liabilities are carried at amortised cost. More than one year, but no exceeding two years 656 More than two years, but not more than five years 2,070 More than five years 9,960 13,306 Less: Amounts shown under current liabilities (620) Amounts shown under non-current liabilities 12,686 The non-revolving term loans carry fixed interest rates and shall be 33 Less: Amounts shown under current liabilities (187,336) Amounts shown under non-current liabilities 17,933 Notes: (i) Mrs. Yung Yuen Ping Kwok is a non-controlling shareholder of an 80% indirectly owned subsidiary of the Company, namely 665127 British Columbia Ltd.. The loan is unsecured, interest-free and not expected to be settled within one year. (ii) SABC Holdings Ltd. is a non-controlling shareholder of an 80% indirectly owned subsidiary of the Company, namely 665127 British Columbia Ltd.. The loan is unsecured, interest-free and not expected to be settled within one year. (iii) Up Fly Limited is a non-controlling shareholder of a 70% indirectly owned subsidiary of the Company, namely Honour Rich China Development Limited. The loan is unsecured, interest-free and not expected to be settled within one year. Audited At Note 31/12/2012 HK$’000 HK$’000 Present value of liabilities of 89,980 In 2012, the Company gave a corporate guarantee (“Guarantee”) to a bank in respect of the syndicated loan facilities of HK$1,900 million and RMB400 million granted to Pier 16 – Property Development (the “Syndicated Loan Facilities”). The maximum guarantee amount borne by the Company under the Guarantee was HK$1,176 million. The outstanding loan under the Syndicated Loan Facilities as at 30 June 2013 was approximately HK$1,162.2 million (31 December 2012: approximately HK$1,273.3 million). The contingent liabilities were disclosed in note 28. Based on the valuation performed by Roma, the directors of the Company considered that the fair value of the financial guarantee contract was approximately HK$100.0 million at the date of issuance of financial guarantee contract with a corresponding increase in its interest in associates as deemed capital contribution. The carrying amount of the financial guarantee contract recognised in the Group’s condensed consolidated statements of financial position were in accordance with HKAS 39 “Financial Instruments: Recognition and Measurement” and is carried at amortised cost. 24. Share Capital Number Nominal of shares value ’000 HK$’000 Authorised: Ordinary shares of HK$0.01 each At 1 January 2012, 31 December 2012, 1 January 2013 and 30 June 2013 (Unaudited) 160,000,000 1,600,000 37 24. Share Capital (Continued) The Company issued consideration shares of 550,546,025 new ordinary shares in relation to the Acquisition (defined hereinafter) in May 2013. The Company completed the issue by way of rights of 1,625,976,154 new ordinary shares of the Company (the “Rights Issue”) in January 2012. 25. Acquisition of the Interest in a Subsidiary In February 2013, Golden Sun received a notice from Maruhan in respect of the exercise of the option by Maruhan to require Golden Sun to purchase or procure the purchase of the legal and beneficial ownership of the entire equity interest (being 10.2% equity interest) in World Fortune owned by Maruhan together with the entire amount of the shareholder’s loans provided by Maruhan to World Fortune (collectively the “Interest”) pursuant to the terms of the World Fortune Shareholders’ Agreement (as defined in note 5(b)(iii) of Annual Report 2012) (the “Acquisition”). The purchase price of the Interest (the “Purchase Price”) of HK$219,117,318 was settled as to HK$109,558,659 by cash and as to HK$109,558,659 by way of allotment and issue of 550,546,025 new ordinary shares of the Company. The Acquisition was completed in May 2013. For details of the Acquisition, please refer to the Company’s announcements dated 18 February 2013 and 28 March 2013 as well as the Company’s circular dated 29 April 2013. The fair value of the Purchase Price at the date of completion of the Acquisition was approximately HK$206.5 million. The Group recognised a gain, before expenses, on derecognition of a long-term payable of approximately HK$83.4 million in its consolidated income statement which was derived from the difference between the fair value of the Purchase Price and the aggregate of the carrying amount of the outstanding shareholder’s loans from Maruhan to World Fortune of approximately HK$147.9 million (note 20) together with the present value of the Maruhan Put Option of approximately HK$142.0 million (note 21). shareholder (ii) 754 Interest expenses paid to a controlling shareholder (iii) 183 Underwriting commission paid to a controlling shareholder (iii) 4,522 (b) The outstanding balances with related parties at 30 June 2013 and 31 December 2012 are as follows: 26. Related Party Transactions (Continued) (b) (Continued) Notes: (i) The amount of receivable is from an independent third party (the “JV Partner”) for his on-lending to the joint venture company of which the Company and the JV Partner held 70% and 30% interests respectively (the “JV Company”). The amount is secured by 30% equity interest of the JV Company, interest-free and has no fixed repayment terms. (ii) The loan is unsecured and bearing interest at the prime rate quoted for Hong Kong dollars loans by The Hongkong and Shanghai Banking Corporation Limited. The final repayment date of the loan and all other sums owing to Mr. Yeung Hoi Sing, Sonny (“Mr. Yeung”, being a director and a controlling shareholder of the Company) was further extended to 31 October 2014 by a letter agreement dated 18 March 2013. (iii) Pursuant to the terms of the underwriting agreement entered into between Silver Rich Macau Development Limited (“Silver Rich”, a controlling shareholder of the Company and wholly-owned by a discretionary trust, the beneficiaries of which are family members of Mr. Yeung) and the Company regarding the Rights Issue, in 2012, (i) Silver Rich has accepted and taken up 673,968,954 rights shares provisionally allotted by the Company at a total subscription price of HK$128,054,101.26 (the “Subscription Monies”) and a maximum of 952,007,200 underwritten shares (the “Underwritten Shares”) were underwritten by Silver Rich; (ii) a commission of 2.5% of the aggregate subscription price in respect of the Underwritten Shares, which amounted to approximately HK$4.5 million (the “Underwriting Commission”) has been paid by the Company to Silver Rich; and (iii) the Subscription Monies should be set off by the loans for the aggregate amount of approximately HK$104.7 million which was charged with interest at the prime rate quoted for Hong Kong dollars loans by The Hongkong and Shanghai Banking Corporation Limited and approximately HK$23.4 million which was charged with interest at the rate of 4% per annum (the “Assigned Loans”). On 12 January 2012, the Subscription Monies have been set off by the Assigned Loans with the sum of HK$128,054,101.26 and on 18 January 2012, the Rights Issue has been completed and the Underwriting Commission has been paid by the Company to Silver Rich. (a) There is no capital commitments outstanding at 30 June 2013 not provide for in the condensed consolidated financial statements (31 December 2012: nil). (b) At 30 June 2013, the total future minimum lease payments under non-cancellable operating leases for the Group are payable as follows: 41 28. Contingent Liabilities In 2012, the Company gave a Guarantee to a bank in respect of the Syndicated Loan Facilities. The maximum guarantee amount borne by the Company under the Guarantee was HK$1,176 million. The outstanding loan under the Syndicated Loan Facilities as at 30 June 2013 was approximately HK$1,162.2 million (31 December 2012: approximately HK$1,273.3 million). 29. Pledge of Assets As at 30 June 2013, the Group had secured the following assets: (a) The Group pledged the time deposits of approximately HK$9.8 million (31 December 2012: approximately HK$10.4 million) to certain banks for the issuance of several bank guarantees and a standby letter of credit facility of approximately HK$11.8 million (31 December 2012: approximately HK$12.5 million) for the operations of the Group; (b) World Fortune pledged all (31 December 2012: all) of its shares in Pier 16 – Property Development to a bank, for and on behalf of the syndicate of lenders, in respect of the Syndicated Loan Facilities; (c) The Group’s self-occupied properties with a carrying amount of equivalent to approximately HK$17.9 million (31 December 2012: equivalent to approximately HK$20.7 million) together with a time deposit equivalent to approximately HK$1.1 million (31 December 2012: nil) were pledged to a bank to secure bank loans to Jade Travel Ltd., an 80% indirectly owned subsidiary of the Company which was incorporated in Canada (“Jade Travel (Canada)”); and (d) The Group’s certain asset with a carrying amount of equivalent to approximately HK$0.1 million (31 December 2012: nil) was pledged to secure a finance lease to Jade Travel (Canada). 30. Seasonality The turnover of the Group’s travel business is subject to seasonal fluctuations, with peak demand during the holiday season whereas the Group’s cruise ship leasing and management together with lottery businesses are subject to relatively lower degree of seasonal volatility. 31. Comparatives Certain comparative amounts have been reclassified to conform with the current period’s presentation. INDEPENDENT REVIEW REPORT 31/F, Gloucester Tower The Landmark 國衛會計師事務所有限公司11 Pedder Street Hodgson Impey Cheng LimitedCentral Hong Kong TO THE BOARD OF DIRECTORS OF SUCCESS UNIVERSE GROUP LIMITED (Incorporated in Bermuda with limited liability) Introduction We have reviewed the interim financial information set out on pages 4 to 42, which comprise the condensed consolidated statement of financial position of Success Universe Group Limited (the “Company”) and its subsidiaries (collectively referred to as the “Group”) as of 30 June 2013 and the related condensed consolidated income statement, statement of comprehensive income, statement of changes in equity and statement of cash flows for the six-month period then ended, and a summary of significant accounting policies and other explanatory notes. The Main Board Listing Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited require the preparation of a report on interim financial information to be in compliance with the relevant provisions thereof and Hong Kong Accounting Standard (“HKAS”) 34 “Interim Financial Reporting” issued by the Hong Kong Institute of Certified Public Accountants. The directors of the Company are responsible for the preparation and presentation of this interim financial information in accordance with HKAS 34. Our responsibility is to express a conclusion on this interim financial information based on our review, and to report our conclusion solely to you, as a body, in accordance with our agreed terms of engagement, and for no other purpose. We do not assume responsibility towards or accept liability to any other person for the contents of this report. HLB Hodgson Impey Cheng Limited Certified Public Accountants Hon Koon Fai, Alex Practicing Certificate Number: P05029 Hong Kong, 29 August 2013 MANAGEMENT DISCUSSION AND ANALYSIS The Group delivered positive results for the first half of 2013 mainly attributable to a gain recognised on derecognition of a long-term payable as a result of the Acquisition (as defined hereinafter), and the improved performance of the Group’s flagship investment project Ponte 16. The lottery business of the Group, which commenced operations in late 2012, also became another revenue contributor during the reporting period. The global economic environment remained challenging during the reporting period, as economic recovery in the United States of America (the “USA”) and Europe stayed sluggish, while growth in China also started to decelerate. However, the gaming and entertainment industry in Macau was still resilient and managed to achieve stable growth in the reporting period. It was supported by the promising mass market performance as Macau further strengthened its position as a popular leisure and entertainment destination in the Asia-Pacific region. Results For the six months ended 30 June 2013, profit attributable to owners of the Company of approximately HK$70.9 million was recorded, while a loss attributable to owners of the Company for the same period of 2012 was approximately HK$28.3 million. This was mainly due to a gain recognised on derecognition of a long-term payable as a result of the Acquisition and the improved performance of Ponte 16. The Group’s shared profit of the associates relating to Ponte 16 for the first half of 2013 amounted to approximately HK$12.1 million, as compared with a shared loss of approximately HK$0.3 million for the last corresponding period. Turnover of the Group for the reporting period was approximately HK$834.7 million (2012: approximately HK$854.3 million), while its gross profit was approximately HK$38.9 million (2012: approximately HK$43.6 million) and earnings per share was 1.69 HK cents (2012: loss per share of 0.72 HK cents). Acquisition of the interest pursuant to the exercise of option by Maruhan Corporation Reference was made to the Company’s announcements dated 18 February 2013 and 28 March 2013 as well as the Company’s circular dated 29 April 2013. In May 2013, Golden Sun Profits Limited, an indirect non-wholly owned subsidiary of the Company, completed its acquisition of the legal and beneficial ownership of the entire equity interest of Maruhan Corporation (“Maruhan”) in World Fortune Limited (“World Fortune”, an indirect non-wholly owned subsidiary of the Company) together with the entire amount of the shareholder’s loans provided by Maruhan to World Fortune (collectively the “Interest”) pursuant to the exercise of option by Maruhan (the “Acquisition”). The purchase price of the Interest of HK$219,117,318 was settled as to HK$109,558,659 by cash and as to HK$109,558,659 by way of allotment and issue of 550,546,025 new ordinary shares of the Company. Following the completion of the Acquisition, the Company increased its effective beneficial interest in World Fortune from approximately 85.71% to 95.45%. The gain, before expenses, on derecognition of a long-term payable of approximately HK$83.4 million was recognised for the reporting period. Interim Dividend The directors of the Company (“Director(s)”) do not recommend the payment of an interim dividend for the six months ended 30 June 2013 (2012: nil). Review of Operations Travel Business Business performance was affected by unfavourable global economy During the reporting period, the travel business was affected by the unfavourable global economy, especially in North America where the Group’s travel business operates. This segment posted a turnover of approximately HK$769.4 million (2012: approximately HK$815.3 million). Loss in this segment amounted to approximately HK$9.8 million (2012: profit of approximately HK$1.9 million), including an impairment loss on a certain asset of approximately HK$1.9 million which was recognised for the reporting period. Review of Operations (Continued) Cruise Ship Business Improved results attributable to the increase in leasing and management fee income The cruise ship business posted a continuous improvement in the first half of 2013, due to the increase in the leasing and management fee income as compared with the last corresponding period. Turnover of the cruise ship, M.V. Macau Success, (in which the Group has a 55% interest) was approximately HK$42.0 million (2012: approximately HK$38.4 million). The business posted a profit of approximately HK$2.1 million for the reporting period as compared with approximately HK$1.1 million for the last corresponding period. Lottery Business Expansion of sales agency services network in China The lottery business reported approximately HK$23.3 million in turnover for the six months ended 30 June 2013 versus approximately HK$0.7 million for the corresponding period of 2012. To capture the enormous potential in the lottery market in China, the paid-up share capital of the subsidiary of a joint venture company of the Company was increased to RMB50 million during the reporting period. In addition to Jiangxi and Qinghai provinces, the Group expanded its existing sports lottery sales agency services network to Heilongjiang province during the reporting period. This segment generated loss of approximately HK$9.1 million (2012: approximately HK$10.8 million) due to initial investments and expenses for the expansion of its sports lottery sales agency services network in China. The lottery market in China continued to grow in the first half of 2013. Total lottery sales for the first six months of 2013 went up by 16.0% to approximately RMB149.7 billion, compared with approximately RMB129.1 billion for the last corresponding period. Sports lottery sales also grew by 19.6% to approximately RMB64.4 billion for the first six months of 2013 from approximately RMB53.9 billion for the same period of 2012. Sports lottery sales accounted for approximately 43.0% of total lottery sales. The solid growth created a favourable environment for the Group to expand its business. Review of Operations (Continued) Investment Project – Ponte 16 Improved performance supported by solid growth from mass market The gaming industry in Macau recorded healthy growth in the first half of 2013. The gross gaming revenue for the first six months of 2013 climbed by approximately 15.3% to approximately MOP171.5 billion from approximately MOP148.7 billion in the last corresponding period. EBITDA* of Ponte 16 surged by approximately 26% to approximately HK$179.4 million in the first half of 2013 (2012: approximately HK$142.7 million) as a result of a solid growth of the mass market segment as well as the successful optimisation of business operation during the reporting period. It also benefited from the growing number of mainland visitors to Macau. As at 30 June 2013, the casino of Ponte 16 had 109 gaming tables, 82 of which were mass gaming tables, 9 were high-limit tables and 18 were VIP tables. To celebrate its fifth anniversary, Ponte 16 introduced a series of lucky draws throughout the year such as grand lucky draws on special occasions, including the Chinese New Year and Golden Week, to reinforce the loyalty of existing customers and to attract new members. Meanwhile, the hotel organised various marketing and cultural initiatives, such as a photographic exhibition, a premiere music appreciation event with MJ Signature Vinyl LP Albums and a wedding fair, to further raise the profile and publicity of Ponte 16 and expand its customer base. During the reporting period, Sofitel Macau At Ponte 16 maintained an average occupancy rate of over 80% and achieved a number of reputable industry awards, which included “China Hotel Award 2013” by China LifeStyle magazine, “Best Restaurants (Hong Kong and Macau Edition)” by Hong Kong Tatler magazine, “100 TOP Tables 2013” by South China Morning Post and “2013 Certificate of Excellence” by “Daodao.com” (the official Chinese website of TripAdvisor). Its Executive Chef was awarded “Maitres Cuisiniers de France 2013” by Association des Maitres Cuisiniers de France. * EBITDA: Earnings Before Interest, Taxes, Depreciation and Amortisation Financial Review Liquidity, Financial Resources and Gearing As at 30 June 2013, the Group had net current assets of approximately HK$18.4 million (31 December 2012: net current liabilities of approximately HK$175.1 million) and net assets of approximately HK$928.7 million (31 December 2012: approximately HK$766.0 million). On 1 December 2008, Mr. Yeung Hoi Sing, Sonny (“Mr. Yeung”, being a Director and a controlling shareholder of the Company) provided a HK$200 million term loan facility to the Company which is unsecured and charged with interest at the prime rate quoted for Hong Kong dollars loans by The Hongkong and Shanghai Banking Corporation Limited. The principal amount of the loan facility was increased up to HK$290 million on 14 April 2009 and the final repayment date of the loan and all other sums owing to Mr. Yeung under the revised loan facility was further extended from 31 October 2013 to 31 October 2014 by a letter agreement dated 18 March 2013. As at 30 June 2013, the Company owed Mr. Yeung in the amount of approximately HK$50.0 million (31 December 2012: nil). Jade Travel Ltd. (“Jade Travel, Canada”, an 80% indirectly owned subsidiary of the Company which was incorporated in Canada) was granted secured bank loans which carry fixed interest rates and the loans shall be repayable by consecutive monthly instalments. The proceeds of the loans were to finance the acquisition of the properties of Jade Travel, Canada and their renovation costs. In addition, during the reporting period, Jade Travel, Canada purchased a certain asset under a finance lease which shall be repayable by consecutive monthly instalments. As at 30 June 2013, the outstanding bank loans and finance lease liabilities were equivalent to approximately HK$12.2 million and HK$0.1 million respectively (31 December 2012: equivalent to approximately HK$13.3 million and nil respectively). Apart from the aforesaid loans, as at 30 June 2013, there were loans from non-controlling shareholders of approximately HK$17.3 million (31 December 2012: approximately HK$17.9 million) and other loans payables of approximately HK$39.5 million (31 December 2012: approximately HK$187.3 million). The loans are interest-free and unsecured. Financial Review (Continued) Liquidity, Financial Resources and Gearing (Continued) As at 30 June 2013, total equity attributable to owners of the Company was enlarged to approximately HK$907.3 million (31 December 2012: approximately HK$741.6 million) which was mainly due to the completion of the Acquisition. The gearing ratio, which was measured on the basis of the interest-bearing borrowings of the Group over total equity attributable to owners of the Company, was approximately 7% as at 30 June 2013 (31 December 2012: approximately 2%). Pledge of Assets As at 30 June 2013, the Group had secured the following assets: (a) the Group pledged the time deposits of approximately HK$9.8 million (31 December 2012: approximately HK$10.4 million) to certain banks for the issuance of several bank guarantees and a standby letter of credit facility of approximately HK$11.8 million (31 December 2012: approximately HK$12.5 million) for the operations of the Group; (b) World Fortune pledged all (31 December 2012: all) of its shares in Pier 16 – Property Development Limited (“Pier 16 – Property Development”, an associate of the Group) to a bank, for and on behalf of the syndicate of lenders, in respect of the syndicated loan facilities of HK$1,900 million and RMB400 million granted to Pier 16 – Property Development (the “Syndicated Loan Facilities”); (c) the Group’s self-occupied properties with a carrying amount equivalent to approximately HK$17.9 million (31 December 2012: equivalent to approximately HK$20.7 million) together with a time deposit equivalent to approximately HK$1.1 million (31 December 2012: nil) were pledged to a bank to secure bank loans to Jade Travel, Canada; and (d) the Group’s certain asset with a carrying amount equivalent to approximately HK$0.1 million (31 December 2012: nil) was pledged to secure a finance lease to Jade Travel, Canada. Financial Review (Continued) Contingent Liabilities The Company gave a corporate guarantee (the “Guarantee”) to a bank in respect of the Syndicated Loan Facilities in 2012. The maximum guarantee amount borne by the Company under the Guarantee was HK$1,176 million. The outstanding loan under the Syndicated Loan Facilities as at 30 June 2013 was approximately HK$1,162.2 million (31 December 2012: approximately HK$1,273.3 million). Human Resources As at 30 June 2013, the Group had a total of 467 employees. Remuneration is determined on the basis of qualifications, experience, responsibilities and performance. In addition to the basic remuneration, staff benefits include medical insurance and retirement benefits. Share options may also be granted to eligible employees of the Group as a long-term incentive. Prospects Asia remains the fastest-growing region in the world despite the economic slowdown in China. It is expected that the economy in the USA will start to recover more steadily in the second half of the year whilst the economic environment in Europe will stabilise. The mass market is the major growth driver of the gaming and entertainment industry in Macau and the Group expects the industry to continue its stable growth in the second half of 2013. With an unbeatable location as part of the historic centre of Macau, Ponte 16 aims to introduce new elements to offer visitors a truly refreshing experience when they explore the old Macau. It plans to open a new Chinese restaurant in the fourth quarter of 2013 to offer authentic Cantonese cuisine complemented with traditional dim sum and a wide selection of Chinese wine and tea. Ponte 16 is also preparing to launch a “French Provence” themed spa by the end of the year to provide guests with an exquisite journey towards relaxation and well-being. Prospects (Continued) In a bid to further expand the clientele and capture the opportunities created by the re-launch of the individual traveller visa in June 2013 for Guangdong citizens to visit Hong Kong and Macau on the same trip, Ponte 16 is going to adopt a proactive online marketing strategy and tailor exclusive entertainment packages for targeted premium cardholders and members to encourage more Guangdong citizens to visit the resort. Ponte 16 will also continue to collaborate with renowned Macau local brands and tourist spots in order to attract more visitors through promoting the local culture, whilst strengthening the positioning of Ponte 16 as the only integrated casino-entertainment resort in the Inner Harbour. Other marketing initiatives include organising photographic exhibitions and wedding fairs, which will effectively drive patronage particularly during non-peak seasons. Concerning social responsibility efforts, Ponte 16, as well as its five-star hotel, Sofitel Macau At Ponte 16, is also planning a series of green initiatives, including the use of environmentally friendly mooncake boxes made of paper certified by FSC (Forest Stewardship Council) in the upcoming Mid-Autumn Festival. The phase 3 of the Ponte 16 development project is in progress. It will consist of an entertainment and recreation complex that houses a brand new shopping arcade, dining destinations and space for gaming expansion. The new phase will become a revenue driver for Ponte 16. Regarding the lottery business, the Group aims to expand its lottery sales agency services network in China and enrich the information provided by its business website “128cai.com”, a website that provides the latest lottery information and hot tips to customers. The Group will also introduce a marketing campaign before the new season of the football league to attract more users to enlarge its customer base. As for the travel business, the Group will reinforce its marketing efforts with a focus on the high-end market segment, such as FIT (Free Independent Traveller) and MICE (Meeting, Incentive, Convention and Exhibition). Its operational upgrade is set to be completed by the end of 2013. The cruise ship business is expected to remain as a stable revenue contributor for the Group. In summary, the Group is optimistic for the long-term prospects of the travel and entertainment industries, and is committed to growing its business portfolio to create value for its shareholders, partners and customers. DISCLOSURE OF INTERESTS Directors’ and Chief Executive’s Interests in Securities As at 30 June 2013, the Directors or chief executive of the Company and/or any of their respective associates had the following interests and short positions in the shares, underlying shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (the “SFO”)) as recorded in the register required to be kept by the Company pursuant to Section 352 of the SFO, or as otherwise, notified to the Company and The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers (the “Model Code”) contained in the Rules Governing the Listing of Securities on the Stock Exchange (the “Listing Rules”): Interest in the shares of the Company (“Share(s)”) Approximate Long position/ Number of percentage of Name of Director Short position Nature of interest Shares held shareholding % Mr. Yeung Hoi Sing, Long position Corporate interest 2,346,557,462 50.84 Sonny (Note) Note: Mr. Yeung Hoi Sing, Sonny, an executive Director and the Chairman of the Company, was deemed to have corporate interest in 2,346,557,462 Shares by virtue of the interest of the Shares held by Silver Rich Macau Development Limited, which is wholly-owned by a discretionary trust, the beneficiaries of which are family members of Mr. Yeung Hoi Sing, Sonny. Save as disclosed above, as at 30 June 2013, none of the Directors or chief executive of the Company, or their respective associates, had any interests or short positions in the shares, underlying shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) as recorded in the register required to be kept by the Company pursuant to Section 352 of the SFO, or as otherwise, notified to the Company and the Stock Exchange pursuant to the Model Code. The Share Option Scheme became effective on 8 November 2004 and, unless otherwise cancelled or amended, will remain in force for 10 years from the date of adoption of the Share Option Scheme, i.e. 20 August 2004. No options under the Share Option Scheme had been granted to any person since its adoption and up to 30 June 2013. At no time during the period was the Company or any of its subsidiaries a party to any arrangements to enable the Directors to acquire benefits by means of the acquisition of shares in, or debentures of, the Company or any other body corporate. Substantial Shareholders’ Interests in Securities As at 30 June 2013, the following persons (other than a Director or chief executive of the Company) had, or were deemed or taken to have, interests and short positions in the Shares and underlying Shares as recorded in the register required to be kept by the Company pursuant to Section 336 of the SFO: Interest in the Shares Approximate Name of substantial Long position/ Number of percentage of shareholder Short position Capacity Shares held shareholding % Silver Rich Macau Long position Beneficial owner 2,346,557,462 50.84 Development Limited Fiducia Suisse SA Long position Trustee 2,346,557,462 50.84 (Note 1) Mr. David Henry Long position Interest of 2,346,557,462 50.84 Christopher Hill controlled (Note 1) corporation Mrs. Rebecca Ann Hill Long position Interest of spouse 2,346,557,462 50.84 (Note 2) Ms. Liu Siu Lam, Marian Long position Interest of spouse 2,346,557,462 50.84 (Note 3) Maruhan Corporation Long position Beneficial owner 956,633,525 20.73 Notes: 1. The entire issued share capital of Silver Rich Macau Development Limited is held by Fiducia Suisse SA, which is a trustee of a discretionary trust, the beneficiaries of which are family members of Mr. Yeung Hoi Sing, Sonny. Fiducia Suisse SA is wholly-owned by Mr. David Henry Christopher Hill. Accordingly, each of Fiducia Suisse SA and Mr. David Henry Christopher Hill was deemed to be interested in 2,346,557,462 Shares held by Silver Rich Macau Development Limited. 2. Mrs. Rebecca Ann Hill, being the spouse of Mr. David Henry Christopher Hill, was deemed to be interested in 2,346,557,462 Shares in which Mr. David Henry Christopher Hill had a deemed interest. 3. Ms. Liu Siu Lam, Marian, being the spouse of Mr. Yeung Hoi Sing, Sonny, was deemed to be interested in 2,346,557,462 Shares in which Mr. Yeung Hoi Sing, Sonny had a deemed interest. Substantial Shareholders’ Interests in Securities (Continued) Interest in the Shares (Continued) Save as disclosed above, as at 30 June 2013, no other person (other than a Director or chief executive of the Company) had, or was deemed or taken to have, an interest or short position in the Shares and underlying Shares which were recorded in the register required to be kept by the Company pursuant to Section 336 of the SFO. DISCLOSURE UNDER RULES 13.20 AND 13.22 OF THE LISTING RULES Based on the disclosure obligations under Rules 13.20 and 13.22 of the Listing Rules, the financial assistance, which was made by the Group by way of the shareholder’s loans provided by World Fortune Limited (“World Fortune”), an indirect subsidiary of the Company, and a corporate guarantee given by the Company in respect of the payment obligation of Pier 16 – Property Development Limited (“Pier 16 – Property Development”, being a 49% owned associate of World Fortune) under syndicated loan facilities granted to Pier 16 – Property Development (the “Financial Assistance”), continued to exist as at 30 June 2013. Pier 16 – Property Development is principally engaged in the investment, development and, through its subsidiaries, operating Ponte 16, a world-class integrated casino-entertainment resort located in Macau. The Financial Assistance is mainly used for the development and operations of Ponte 16. The amounts of the Financial Assistance as at 30 June 2013 were set out below: Aggregate Shareholder’s Corporate Financial Name of associate loans guarantee Assistance HK$’million HK$’million HK$’million Pier 16 – Property Development 881 1,176 2,057 The shareholder’s loans provided by World Fortune are unsecured, interest-free and have no fixed terms of repayment. Further details are set out in notes 13 and 28 to the condensed consolidated financial statements. Set out below is a consolidated balance sheet of Pier 16 – Property Development and the Group’s attributable interests in this associate according to its management account for the period ended 30 June 2013: Consolidated Group’s balance attributable sheet interests HK$’000 HK$’000 Non-current assets 2,301,479 1,127,725 Current assets 646,286 316,680 Current liabilities 344,467 168,789 Non-current liabilities 3,231,145 1,583,261 PURCHASE, SALE OR REDEMPTION OF THE COMPANY’S LISTED SECURITIES During the six months ended 30 June 2013, there was no purchase, sale or redemption by the Company, or any of its subsidiaries, of the listed securities of the Company. CORPORATE GOVERNANCE In the opinion of the Directors, the Company has complied with all the code provisions as set out in the Corporate Governance Code contained in Appendix 14 of the Listing Rules during the six months ended 30 June 2013. CODES FOR SECURITIES TRANSACTIONS BY DIRECTORS The Company has adopted a code of conduct regarding securities transactions by Directors (the “Code of Conduct”) on terms no less exacting than the required standard of the Model Code as set out in Appendix 10 of the Listing Rules. Having made specific enquiry of all Directors, each of whom has confirmed his/ her compliance with the required standard set out in the Code of Conduct and the Model Code throughout the six months ended 30 June 2013. INFORMATION IN RESPECT OF DIRECTORS There was no change in the information of the Directors required to be disclosed pursuant to Rule 13.51B(1) of the Listing Rules subsequent to the date of the Annual Report 2012 of the Company and up to the date of this report. AUDIT COMMITTEE The audit committee of the Board (the “Audit Committee”) comprises the non-executive Director, Mr. Choi Kin Pui, Russelle, and the three independent non-executive Directors, Mr. Luk Ka Yee, Patrick, Ms. Yeung Mo Sheung, Ann and Mr. Chin Wing Lok, Ambrose, with terms of reference prepared in accordance with the requirements of the Listing Rules. The Audit Committee is chaired by Mr. Chin Wing Lok, Ambrose who possesses appropriate professional accounting qualification as required under the Listing Rules. The primary duties of the Audit Committee include, inter alia, monitoring integrity of the financial statements of the Company and ensuring objectivity and credibility of financial reporting, reviewing effectiveness of the internal control system of the Group, overseeing the relationship with the external auditors of the Company as well as ensuring maintenance of good corporate governance standard and procedures by the Company. REVIEW OF INTERIM RESULTS The unaudited interim results for the six months ended 30 June 2013 have been reviewed by the Audit Committee and HLB Hodgson Impey Cheng Limited, the auditors of the Company, which were of the opinion that the preparation of such results complied with the applicable accounting standards and requirements and that adequate disclosures have been made. On behalf of the Board Yeung Hoi Sing, Sonny Chairman Hong Kong, 29 August 2013