02 Corporate Information 03 Operational Highlights 04 Condensed Consolidated Statement of Profit or Loss 05 Other Comprehensive Income 06 Condensed Consolidated Statement of Financial Position 08 Condensed Consolidated Statement of Changes in Equity 09 Condensed Consolidated Statement of Cash Flows 11 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 ExecutiveDirectors Mr. Yeung Hoi Sing, Sonny (Chairman) Dr. Ma Ho Man, Hoffman (Deputy Chairman) Non-executiveDirector Mr. Choi Kin Pui, Russelle IndependentNon-executive Directors Ms. Yeung Mo Sheung, Ann Mr. Chin Wing Lok, Ambrose Mr. Chong Ming Yu CompanySecretary Ms. Chiu Nam Ying, Agnes AuthorisedRepresentatives Dr. Ma Ho Man, Hoffman Ms. Chiu Nam Ying, Agnes AuditCommittee Mr. Chin Wing Lok, Ambrose (Chairman) Mr. Choi Kin Pui, Russelle Ms. Yeung Mo Sheung, Ann Mr. Chong Ming Yu RemunerationCommittee Ms. Yeung Mo Sheung, Ann (Chairman) Mr. Yeung Hoi Sing, Sonny Mr. Choi Kin Pui, Russelle Mr. Chin Wing Lok, Ambrose Mr. Chong Ming Yu NominationCommittee Mr. Yeung Hoi Sing, Sonny (Chairman) Mr. Choi Kin Pui, Russelle Ms. Yeung Mo Sheung, Ann Mr. Chin Wing Lok, Ambrose Mr. Chong Ming Yu ExecutiveCommittee Mr. Yeung Hoi Sing, Sonny (Chairman) Dr. Ma Ho Man, Hoffman Auditors HLB Hodgson Impey Cheng Limited Certified Public Accountants LegalAdvisers onHongKong Laws Iu, Lai & Li LegalAdvisers onBermudaLaws Conyers Dill & Pearman PrincipalBankers Chong Hing Bank Limited Industrial and Commercial Bank of China (Canada) Royal Bank of Canada The Bank of East Asia, Limited BMO Bank of Montreal PrincipalShareRegistrar and TransferAgentinBermuda MUFG Fund Services (Bermuda) Limited The Belvedere Building 69 Pitts Bay Road Pembroke HM08 Bermuda BranchShareRegistrar and TransferOfficeinHongKong Tricor Tengis Limited Level 22, Hopewell Centre 183 Queen’s Road East Hong Kong RegisteredOffice Clarendon House 2 Church Street Hamilton HM 11 Bermuda HeadOffice andPrincipalPlace ofBusiness Suite 1601-2 & 8-10, 16/F. Great Eagle Centre 23 Harbour Road Wanchai Hong Kong ShareListing The Stock Exchange of Hong Kong Limited Stock Code: 00487 Website www.successug.com OPERATIONAL HIGHLIGHTS ‧ Turnover achieved approximately HK$595.6 million and gross profit was approximately HK$25.3 million for the first half of 2015 ‧ Loss attributable to owners of the Company was approximately HK$1.9 million ‧ Turnover of the lottery business amounted to approximately HK$70.1 million, representing an increase of approximately 4% as compared with the last corresponding period ‧ Adjusted EBITDA* of the Group’s flagship investment project – Ponte 16 decreased by approximately 40% to approximately HK$155.4 million. Shared profit of the associates relating to Ponte 16 decreased by approximately 73% to approximately HK$15.3 million * Adjusted EBITDA: Earnings Before Interest, Taxation, Depreciation and Amortisation (and excluded interest income from the pledged bank deposit) (Loss)/earningsper share From continuing and discontinued operations – Basic and diluted 10 (0.04)HKcents 0.97 HK cents From continuing operations – Basic and diluted 10 0.96 HK cents The accompanying notes form an integral part of these condensed consolidated financial statements. SUCCESS UNIVERSE GROUP LIMITED Total other comprehensive loss for the period, net of tax (1,062) (366) Totalcomprehensive(loss)/incomefortheperiod (4,892) 47,654 Attributable to: Owners of the Company (2,880) 47,582 Non-controlling interests (2,012) 72 Totalcomprehensive(loss)/incomefortheperiod (4,892) 47,654 The accompanying notes form an integral part of these condensed consolidated financial statements. 05 Tax recoverable 6 7 Pledged bank deposits 16 19,249 10,396 Cash and bank balances 16 85,949 71,574 170,221 224,931 Current liabilities Bank overdraft – secured 16 2,231 – Trade and other payables 17 23,361 38,317 Deferred income 380 135 Bank loans – due within one year 18 575 598 Financial guarantee contract 20 19,995 19,995 46,542 59,045 Netcurrent assets 123,679 165,886 Totalassetslesscurrentliabilities 1,116,152 1,146,692 Capitaland reserves Share capital 21 49,265 Reserves 1,028,937 Totalequity attributableto owners of theCompany 1,078,202 Non-controllinginterests 11,365 Totalequity 1,089,567 The accompanying notes form an integral part of these condensed consolidated financial statements. INTERIM REPORT 2015 07 CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY Forthesixmonthsended30June2015 Attributable toownersof theCompany Capital Non- Share Share Distributable redemption Exchange Other Accumulated controlling Total capital premium reserve reserve reserve reserve losses Total interests equity HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 At 1 January 2014 (Audited) 49,265 1,418,963 52,333 976 (1,538) – (535,275) 984,724 24,825 1,009,549 Dividend paid to non-controlling shareholder – – – – – – – – (4,500) (4,500) Acquisition of additional interests in a subsidiary – – – – – – (440) (440) 440 – Profit for the period – – – – – – 47,724 47,724 296 48,020 Other comprehensive loss for the period – – – – (142) – – (142) (224) (366) Total comprehensive income/(loss) for the period – – – – (142) – 47,724 47,582 72 47,654 At 30 June 2015 (Unaudited) 49,265 1,418,963 52,333 – (5,896) 976 (440,569) 1,075,072 (15,881) 1,059,191 The accompanying notes form an integral part of these condensed consolidated financial statements. INVESTINGACTIVITIES Purchases of property, plant and equipment (3,545) Proceeds from disposal of property, plant and equipment 6 Net cash outflow from disposal of subsidiaries 22(a) – Proceeds from disposal of partial interest in a subsidiary 22(b) – Other cash outflow from investing activities, net (485) Netcash usedininvesting activities (4,024) 09 Finance costs (301) (1,720) Netcash(usedin)/generatedfrom financingactivities (18,113) 29,214 Net increase in cashand cash equivalents 12,485 90 Cashand cash equivalents at the beginningofthe period 71,574 80,423 Effect of foreign exchange rate changes (341) 12 Cashand cash equivalents atthe end oftheperiod 16 83,718 80,525 Analysis ofbalances ofcash and cash equivalents Cash and bank balances 85,949 82,453 Bank overdraft – secured (2,231) (1,928) 83,718 80,525 The accompanying notes form an integral part of these condensed consolidated financial statements. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS For the six months ended 30 June 2015 1. OrganisationandPrincipalActivity 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 its issued shares are listed on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”). The principal activity of the Company is investment holding. 2. BasisofPreparation The condensed consolidated financial statements for the six months ended 30 June 2015 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 Standards (“HKAS(s)”) 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 2014 as contained in the Company’s Annual Report 2014 (the “Annual Report 2014”). 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 dollar (“HK$”). Unless otherwise specifically stated, all amounts are presented in thousand. 3. SummaryofSignificantAccountingPolicies The accounting policies used in the preparation of the condensed consolidated financial statements are consistent with those used in the Annual Report 2014, except for the impact of the adoption of the new and revised HKASs, Hong Kong Financial Reporting Standards (“HKFRS(s)”), 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 2015. The New HKFRSs adopted by the Group in the condensed consolidated financial statements are set out as follows: Amendments to HKFRSs Annual Improvements to HKFRSs 2010–2012 Cycle Amendments to HKFRSs Annual Improvements to HKFRSs 2011–2013 Cycle HKAS 19 (Amendments) Defined Benefits Plans: Employee Contribution 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. 3. SummaryofSignificantAccountingPolicies(Continued) The Group has not early applied the following New HKFRSs that have been issued but are not yet effective: Amendments to HKFRSs Annual Improvements to HKFRSs 2012–2014 Cycle2 HKAS 1 (Amendments) Disclosure Initiative2 HKAS 16 and HKAS 38 Clarification of Acceptable Methods of (Amendments) Depreciation and Amortisation2 HKAS 16 and HKAS 41 Agriculture: Bearer Plants2 (Amendments) HKAS 27 (Amendments) Equity method in Separate Financial Statements2 HKFRS 9 Financial Instruments4 HKFRS 10 and HKAS 28 Sale or Contribution of Assets between (Amendments) an Investor and its Associate or Joint Venture2 HKFRS 10, HKFRS 12 and Investment Entities – Apply the HKAS 28 (Amendments) Consolidation Exception2 HKFRS 11 (Amendments) Accounting for Acquisitions of Interests in Joint Operations2 HKFRS 14 Regulatory Deferral Accounts1 HKFRS 15 Revenue from Contracts with Customers3 1 Effective for first annual HKFRS financial statements beginning on or after 1 January 2016, with earlier application permitted. 2 Effective for annual periods beginning on or after 1 January 2016, with earlier application permitted. 3 Effective for annual periods beginning on or after 1 January 2017, with earlier application permitted. 4 Effective for annual periods beginning on or after 1 January 2018, with earlier application permitted. 3. SummaryofSignificantAccountingPolicies(Continued) 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. SegmentInformation 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 CODM consider the business from both geographic and service perspective. The Group has presented the following two reportable segments: – Travel business: sales of air tickets and provision of travel-related services. – Lottery business: provision of lottery sales agency services to the lottery market in the People’s Republic of China (“PRC”). The cruise ship leasing and management segment was discontinued in prior year. The segment information reported below does not include this discontinued operation, which are described in more detail in note 8 to the condensed consolidated financial statements. (a) Segmentresults 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: 4. SegmentInformation(Continued) (a) Segmentresults and assets (Continued) Segment profit represents the profit from each segment without allocation of corporate administrative costs such as directors’ salaries, share of results of associates and joint ventures 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. The revenue from external parties reported to the CODM is measured in a manner consistent with that in the condensed consolidated statement of profit or loss. All assets are allocated to reportable segments other than tax recoverable, interests in associates and joint ventures. Unallocated corporate assets mainly included part of the property, plant and equipment, cash and cash equivalents of the central administration companies. Reportablesegment (loss)/profit (4,497) (11,857) (5,094) 7,825 (9,591) (4,032) Share of results of joint ventures Share of results of associates Unallocated corporate income Unallocated corporate expenses Finance costs 259 15,270 10,156 (18,989) – 122 56,284 12,772 (16,611) (1,393) Consolidated(loss)/ profitbeforetaxation Taxation (2,895) (935) 47,142 – Consolidated(loss)/ profitfor theperiod (3,830) 47,142 (b) Othersegmentinformation Continuingoperations Othercorporate Travel Lottery entities Total Unaudited Unaudited Unaudited Unaudited Forthesixmonths Forthesixmonths Forthesixmonths Forthesixmonths ended ended ended ended Interest income 9 4 35 48 Amortisation of intangible assets (178) – – (178) Depreciation (469) (899) (133) (1,501) Reversal of impairment loss recognised on other receivables – 263 – 263 Impairment loss recognised on intangible assets (3,934) – – (3,934) Finance costs (327) – (1,393) (1,720) Additions to non-current assets* 14 2,542 31 2,587 * Additions to non-current assets represent the additions to property, plant and equipment during the period. 17 4,879 OtherGains: Amortisation of financial guarantee contract 9,998 Net exchange gain 108 Reversal of impairment loss recognised on other receivables 263 10,369 Total 15,248 Salaries, wages and other benefits (including directors’ emoluments) Contributions to defined contribution retirement plan (c) Otheritems Auditors’ remuneration – audit services – other services Bad debts written off Depreciation on owned property, plant and equipment Depreciation on leased property, plant and equipment Amortisation of intangible assets Operating lease rentals of – properties – plant and machinery Net exchange loss Impairment loss recognised on intangible assets* 26,649 1,373 28,022 654 280 2,173 1,486 15 178 4,902 346 – 3,934 * This amount is included in “other operating expenses” on the face of the condensed consolidated statement of profit or loss. 19 Taxation arising in other jurisdictions is calculated at the rates prevailing in the relevant jurisdictions. 8. DiscontinuedOperation On 2 July 2014, Capture Success Limited, a then indirect non-wholly owned subsidiary of the Company, entered into an agreement with an independent third party to dispose of its cruise ship at a consideration of HK$93.0 million and the disposal was completed in August 2014. The operation of the cruise ship represented the entire business segment of cruise ship leasing and management of the Group and therefore the cessation of the business was treated as discontinued operation in these condensed consolidated financial statements in accordance with HKFRS 5 “Non-current Assets Held for Sale and Discontinued Operations”. The comparative condensed consolidated statement of profit or loss, profit before taxation stated in these condensed consolidated financial statements and the relevant disclosure notes for profit or loss items are re-presented for discontinued operation in the current period. 8. DiscontinuedOperation(Continued) (a) The analysis of the results of the discontinued operation included in the condensed consolidated statement of profit orloss are asfollows: Unaudited For the six months ended 30/6/2014 HK$’000 Revenue 44,500 Cost of sales (14,845) Gross profit 29,655 Other revenue 1,475 Administrative expenses (30,252) Profitfor theperiodfromdiscontinuedoperation 878 Profitattributableto: Owners of the Company 483 Non-controlling interests 395 Profitfor theperiodfromdiscontinuedoperation 878 (b) Profitbeforetaxationfromdiscontinuedoperationisarrived at after charging/(crediting)thefollowing: Unaudited For the six months ended 30/6/2014 HK$’000 Auditors’ remuneration 64 Cost of inventories 14,845 Staff costs 12,565 Depreciation on property, plant and equipment 2,832 Interest income (26) Net exchange gain (83) Operating lease rentals of properties 202 Reimbursement on cost of fuel oil (1,366) Other information: Addition to non-current assets 958 ’000 Number ofshares: Weighted average number of shares for the purpose of basic (loss)/earnings per share 4,926,491 Diluted (loss)/earnings per share for the six months ended 30 June 2015 and 2014 was the same as the basic (loss)/earnings per share. There were no potential dilutive ordinary shares outstanding for both periods presented. 47,241 The denominators used are the same as those detailed above for both basic and diluted (loss)/earnings per share. Diluted (loss)/earnings per share for the six months ended 30 June 2015 and 2014 was the same as the basic (loss)/earnings per share. There were no potential dilutive ordinary shares outstanding for both periods presented. 23 basic and diluted earnings per share. Diluted earnings per share for the six months ended 30 June 2014 was the same as the basic earnings per share. There were no potential dilutive ordinary shares outstanding for both periods presented. 11. Property,PlantandEquipment HK$’000 Carrying amount as at 1 January 2014 (Audited) 74,885 Additions 3,545 Depreciation (4,333) Exchange alignment (42) Carrying amount as at 30 June 2014 (Unaudited) 74,055 Carrying amount as at 1 January 2015 (Audited) 26,097 Additions 296 Disposals and written back (39) Depreciation (1,617) Exchange alignment (1,102) Carryingamount asat30June2015(Unaudited) 23,635 12. IntangibleAssets Trademark Clientlist Total HK$’000 HK$’000 HK$’000 Cost At 1 January 2014 31,334 8,758 40,092 Exchange alignment (2,262) (632) (2,894) At 31 December 2014 and 1 January 2015 29,072 8,126 37,198 Exchange alignment (1,888) (528) (2,416) At30June2015 27,184 7,598 34,782 12. IntangibleAssets(Continued) Trademark Clientlist Total HK$’000 HK$’000 HK$’000 Accumulatedamortisation and impairment losses At 1 January 2014 (190) (5,375) (5,565) Charge for the year – (328) (328) Impairment loss (13,567) (2,813) (16,380) Exchange alignment 12 390 402 At 31 December 2014 and 1 January 2015 (13,745) (8,126) (21,871) Impairment loss (405) – (405) Exchange alignment 893 528 1,421 At30June2015 (13,257) (7,598) (20,855) Carryingamount At30June2015(Unaudited) 13,927 – 13,927 At 31 December 2014 (Audited) 15,327 – 15,327 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 2015. 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, the recoverable amount of the trademark was reduced to an amount equivalent to approximately HK$13,927,000 (31 December 2014: approximately HK$15,327,000). Therefore, an impairment loss equivalent to approximately HK$405,000 recognised for the six months ended 30 June 2015 (for the six months ended 30 June 2014: approximately HK$3,548,000). The recognition of impairment loss is mainly contributed by the decrease in revenue as previously expected due to a more competitive environment of the travel industry. Any adverse change in the assumptions used in the calculation of the recoverable amount would result in further impairment loss. 12. IntangibleAssets(Continued) Trademark(Continued) 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 cash-generating unit (“CGU”) and a pre-tax discount rate of 16.44% (31 December 2014: 15.62%). The cash flows beyond the five-year period are extrapolated using a steady growth rate of 1.64% (31 December 2014: 1.64%). 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. Clientlist The Directors 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 2015. 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, the recoverable amount of client list was reduced to zero since 31 December 2014. The carrying amount of the client list had already fully impaired in the year ended 31 December 2014 (for the six months ended 30 June 2014: approximately HK$386,000). The recognition of impairment loss is mainly contributed by the increase in contributory charge of fixed assets. The valuation of the client list is based on the contributory charge method and uses cash flow projections based on financial estimates covering a five-year period, the expected sales deriving from the client list in the travel CGU and a pre-tax discount rate of 21.47% (31 December 2014: 22.08%). The cash flows beyond the five-year period are extrapolated using a steady growth rate of 1.64% (31 December 2014: 1.64%). 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. are unlisted corporate entities, which principally affected the results or assets of the Group: Proportionofownershipinterest Name ofassociate Placeof incorporation/ operations Particularsof issuedandpaidup sharecapital Group’s effective interest % Held bythe Heldbya Principal Company subsidiary activity % % Pier 16 – Property Macau 100,000 shares of 49 – 49 Property holding Development Limited MOP100 each (“Pier 16 – Property Development”) (note) Note: As at 30 June 2015 and 31 December 2014, Pier 16 – Property Development held the equity interests of the following companies with the details as below: 13. InterestsinAssociates(Continued) (a) Note: (Continued) Proportionof effective interestheld Placeof Particularsof byPier16– incorporation/ issuedandpaidup Property Principal Nameofassociate operations sharecapital Development activity % Pier 16 – Entertainment Macau 2 shares of MOP24,000 100 Provision of Group Corporation and MOP1,000 management Limited respectively services for casino operations Pier 16 – Gaming Macau 1 share of MOP50,000 100 Provision of gaming Promotion, Limited promotion services Pier 16 – Management Macau/ 2 shares of MOP24,000 100 Hotel management Limited Hong Kong and MOP1,000 and Macau respectively (b) The deemed capital contribution is referenced to the financial guarantee contract (note 20) granted by the Group to the associates. (c) Goodwill Because goodwill is included in the carrying amount of the interests 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 interests 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. At At HK$’000 HK$’000 Share of net assets 1,651 1,392 Amount due from a joint venture (note 23(b)) 10,870 10,870 12,521 12,262 Less: Impairment loss# (10,700) (10,700) 1,821 1,562 # The Group has advanced HK$12 million to the joint venture to finance the acquisition of certain assets. The advance was unsecured and interest-free. In the opinion of the Directors, the Group will not demand for repayment within twelve months from 30 June 2015 and is therefore classified as non-current assets. As at 30 June 2015, the accumulated impairment loss of interests in joint ventures was approximately HK$10.7 million (31 December 2014: approximately HK$10.7 million) and is considered to be adequate as there are no indication for further impairment. The recoverable amount of this advance is determined based on the net cash flows from operations estimated by management for the coming five years. 15. TradeandOtherReceivables Included in trade and other receivables, the aging analysis for trade receivables is as follows: Unaudited Audited At At 30/6/2015 31/12/2014 HK$’000 HK$’000 Current 4,670 30,334 31 to 60 days overdue 672 12,827 61 to 90 days overdue 831 9,872 Over 90 days overdue 16,767 33,098 Trade receivables 22,940 86,131 Other receivables 28,907 32,917 Prepayments and deposits 13,170 23,906 65,017 142,954 31 Pledged bank deposits 10,396 81,970 Less: Pledged bank deposits (10,396) Bank overdraft – secured – Cash and cash equivalents in the condensed consolidated statement of cash flows 71,574 Included in cash and bank balances as at 30 June 2015 is an amount denominated in Renminbi (“RMB”) of approximately RMB39.4 million (equivalent to approximately HK$49.6 million) (31 December 2014: approximately RMB2.1 million, equivalent to approximately HK$2.6 million). Remittance of RMB out of PRC is subject to exchange restrictions imposed by the PRC government. 18. BankLoans 10,344 Less: Amount shown under current liabilities (598) Amount shown under non-current liabilities 9,746 33 (i) SABC was a non-controlling shareholder of an indirect non-wholly owned subsidiary of the Company, namely 665127 British Columbia Ltd. (“665127 BC Ltd.”). The loan is unsecured and interest-free. During the period, SABC entered into an agreement with 1034635 BC to dispose of its entire equity interests in 665127 BC Ltd. and to assign the entire outstanding amount of shareholder’s loan owing to SABC by 665127 BC Ltd. to 1034635 BC. (ii) 1034635 BC is a new non-controlling shareholder of 665127 BC Ltd.. The loan is unsecured, interest-free and not expected to be settled within one year. (iii) Up Fly is a non-controlling shareholder of an indirect non-wholly 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. The carrying amounts of the loans payables are approximately to their fair value. Non-current liabilities 19,996 29,995 39,991 49,990 In 2012, the Company gave a corporate guarantee (the “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 2015 was approximately HK$422.7 million (31 December 2014: approximately HK$564.8 million). The contingent liabilities were disclosed in note 25. 35 20. FinancialGuaranteeContract(Continued) Based on the valuation performed by Roma, the Directors considered that the fair value of the financial guarantee contract was approximately HK$100.0 million at the date of issuance of financial guarantee contract with a corresponding increase in its interests in associates as deemed capital contribution. The carrying amount of the financial guarantee contract recognised in the Group’s condensed consolidated statements of financial position was in accordance with HKAS 39 “Financial Instruments: Recognition and Measurement” and is carried at amortised cost. No provision for financial guarantee contracts have been made at 30 June 2015 as the default risk is low (31 December 2014: nil). 21. ShareCapital Number Nominal of shares value ’000 HK$’000 Authorised: Ordinary shares of HK$0.01 each At1January2015(Audited)and 30June2015(Unaudited) 160,000,000 1,600,000 Issuedandfullypaid: Ordinary shares of HK$0.01 each At1January2015(Audited)and 30June2015(Unaudited) 4,926,491 49,265 22. DisposalofSubsidiaries (a) DisposalofCaptureSuccessLimited anditssubsidiary On 30 April 2015, the Group has disposed of its 55% interest, being its entire interest, in Capture Success Limited and Hover Management Limited. Details of the assets disposed of, and the calculation of the gain on disposal, are disclosed below: (i) Consideration received Unaudited At 30/6/2015 HK$’000 Consideration received by the Company 732 Consideration paid to non-controlling interests 593 Totalconsideration receivedin cash and cash equivalents 1,325 (ii) Analysisofassetsandliability overwhich control waslost Unaudited At 30/6/2015 HK$’000 Non-currentassets Property, plant and machinery 39 Currentassets Deposit 2 Cash and cash equivalents 1,804 1,806 Currentliability Other payables (524) Netassetsdisposed 1,321 22. DisposalofSubsidiaries(Continued) (a) Disposal of Capture Success Limited and its subsidiary (Continued) (iii) GainonDisposalofSubsidiaries Unaudited At 30/6/2015 HK$’000 Consideration received by the Company 732 Net assets disposed of subsidiaries attributable to the Company (727) Derecognition of non-controlling interests 4 Gain ondisposalof subsidiaries(note 5) (iv) NetCashOutflowfromDisposalofSubsidiaries Unaudited At 30/6/2015 HK$’000 Total consideration received 1,325 Less: Cash and cash equivalent balances disposed of (1,804) Netcash outflow from disposal of subsidiaries (479) reserve attributable to non-controlling interests of approximately CAD60,000 (equivalent to approximately HK$384,000) in the amount of approximately CAD21,000 (equivalent to approximately HK$134,000) was charged to equity directly. 23. RelatedPartyTransactions (a) The Group had the following transactions with the related partiesduringtheperiod: Unaudited For the six months ended Note 30/6/2014 HK$’000 HK$’000 Management fee income received and receivable from an associate (i) 333 Interest expenses paid to a director and controlling shareholder 1,377 39 (ii) The amount of receivable is from the ultimate beneficial owner of Up Fly (the “JV Partner”) for his on-lending to a joint venture company of which the Company and the JV Partner indirectly held 80% and 20% interests respectively (the “JV Company”). The amount is secured by 20% equity interest of the JV Company, interest-free and has no fixed repayment terms. (c) Keymanagementpersonnel compensation Compensation for key management personnel, including amounts paid to Directors, senior management of the Company and certain of the highest paid employees, is as follows: Unaudited For the six months ended 30/6/2015 30/6/2014 HK$’000 HK$’000 Salaries and other short-term employee benefits 2,448 3,153 Retirement benefit scheme contributions 54 47 Total emoluments are included in “staff costs” 2,502 3,200 SUCCESS UNIVERSE GROUP LIMITED The Group lease certain office premises and equipment under operating leases. The leases typically run for period ranging from two to five years. None of leases includes contingent rentals. 25. ContingentLiabilities In 2012, the Company gave the 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 (note 20). The outstanding loan under the Syndicated Loan Facilities as at 30 June 2015 was approximately HK$422.7 million (31 December 2014: approximately HK$564.8 million). 41 26. PledgeofAssets As at 30 June 2015, the Group had secured the following assets: (a) the Group pledged the time deposits of equivalent to approximately HK$18.2 million (31 December 2014: equivalent to approximately HK$9.4 million) to certain banks for the issuance of a bank guarantee and a standby letter of credit facility of equivalent to approximately HK$10.0 million (31 December 2014: equivalent to approximately HK$10.6 million) for the operations of the Group. The pledge of the time deposits of equivalent to approximately HK$8.3 million was released in July 2015; (b) World Fortune Limited, an indirect wholly-owned subsidiary of the Company, pledged all (31 December 2014: 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; and (c) the Group’s self-occupied properties with a carrying amount of equivalent to approximately HK$14.6 million (31 December 2014: equivalent to approximately HK$15.8 million) together with a time deposit equivalent to approximately HK$1.0 million (31 December 2014: equivalent to approximately HK$1.0 million) were pledged to a bank to secure bank loans to Jade Travel Ltd., an indirect non-wholly owned subsidiary of the Company which was incorporated in Canada. 27. Seasonality The turnover of the Group’s travel business is subject to seasonal fluctuations, with peak demand during the holiday season. 28. EventAftertheReportingPeriod The Group does not have material events after the end of the reporting period. 29. Comparatives The comparative statement of profit or loss has been re-presented as the cruise ship leasing and management segment discontinued in prior year. In the opinion of the Directors, such reclassification provides a more appropriate presentation on the Group’s business segments. 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 TOTHEBOARDOFDIRECTORSOF SUCCESSUNIVERSEGROUPLIMITED (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 2015 and the related condensed consolidated statement of profit or loss, condensed consolidated statement of profit or loss and other comprehensive income, condensed consolidated statement of changes in equity and condensed consolidated 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. Scope ofReview We conducted our review in accordance with Hong Kong Standard on Review Engagements 2410 “Review of Interim Financial Information Performed by the Independent Auditor of the Entity” issued by the Hong Kong Institute of Certified Public Accountants. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Hong Kong Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly we do not express an audit opinion. Conclusion Based on our review, nothing has come to our attention that causes us to believe that the interim financial information is not prepared, in all material respects, in accordance with HKAS 34. HLBHodgsonImpeyChengLimited Certified Public Accountants ShekLui Practicing Certificate Number: P05895 Hong Kong, 28 August 2015 MANAGEMENT DISCUSSION AND ANALYSIS Overview The first half of 2015 continued to be a challenging period for lottery business in China and Macau gaming market, owing to some significant changes following the policy initiatives introduced by both governments. With a solid foundation and a well-balanced business portfolio, the Group will continue to weather the headwinds ahead and stay on track to pave the way for future growth amid the changing business environment. Results For the six months ended 30 June 2015, turnover from continuing operations of the Group was approximately HK$595.6 million, decreased by approximately 13% from approximately HK$686.1 million for the corresponding period of 2014. Gross profit decreased by approximately 23% to approximately HK$25.3 million (2014: approximately HK$32.8 million). The Group’s shared profit of the associates relating to Ponte 16 for the first half of 2015 amounted to approximately HK$15.3 million, decreased by approximately 73% from approximately HK$56.3 million for the last corresponding period. Loss attributable to owners of the Company (continuing and discontinued operations) of approximately HK$1.9 million was recorded for the reporting period (2014: profit of approximately HK$47.7 million), whilst loss per share (continuing and discontinued operations) was 0.04 HK cents (2014: earnings per share of 0.97 HK cents). The decline in results was attributable to (i) the downside of Macau gaming sector since the second half of 2014; (ii) the non-recurrence of the FIFA World Cup 2014 effect which stimulated the turnover of the lottery business of the Group for the same period of 2014; and (iii) the voluntary and temporary suspension of the paperless lottery sales agency services of the Group pursuant to a joint promulgation of the Notice on Issues Regarding Conducting Self-examination and Self-correction Activities of the Unauthorised Sale of Lottery through Internet (《關於開展擅自利用互聯網銷售彩票行為自查自糾工作有關問題的通知》 ) by the Ministry of Finance, the Ministry of Civil Affairs and the General Administration of Sport of China which was issued in January 2015 (the “Notice”). InterimDividend The directors of the Company (“Director(s)”) do not recommend the payment of an interim dividend for the six months ended 30 June 2015 (2014: nil). Review ofOperations TravelBusiness The Group operates one of the largest travel agencies in North America through the Company’s indirect non-wholly owned subsidiaries incorporated in Canada and New York respectively (collectively “Jade Travel”). Jade Travel focuses on high-end MICE (Meeting, Incentive, Convention and Exhibition) and FIT (Free Independent Traveller) segments in Canada and the United States of America (the “USA”). The economy in the USA continued to show signs of recovery with improving consumer sentiment in the first half of 2015. However, the ripple effect from the consolidation of the downstream travel agencies in the market still had adverse effect on the travel business of the Group during the reporting period. Turnover of the segment was approximately HK$525.5 million for the six months ended 30 June 2015 (2014: approximately HK$618.5 million). Loss in this segment posted approximately HK$4.5 million (2014: approximately HK$11.9 million) including an impairment loss on intangible assets of approximately HK$0.4 million (2014: impairment loss on intangible assets of approximately HK$3.9 million and bad debts written off of approximately HK$2.2 million) was recognised for the reporting period. Reference was made to the Company’s announcement dated 8 June 2015 in relation to the disposal of approximately 10% of 665127 British Columbia Ltd. (“665127 BC Ltd.”, being an indirect non-wholly owned subsidiary of the Company which indirectly holds the entire shareholding interests in Jade Travel), comprising a shareholder’s loan of 665127 BC Ltd. of approximately CAD0.9 million (equivalent to approximately HK$5.5 million), at the total consideration of approximately CAD0.3 million (equivalent to approximately HK$2.1 million). The transaction was completed in mid-June 2015 and the effective beneficial interests of the Group in Jade Travel was reduced from approximately 85% to 75%. Review ofOperations(Continued) LotteryBusiness The Group and its lottery business partners have, similar to most of its peers, temporarily suspended the paperless lottery sales agency services voluntarily in response to the promulgation of the Notice (the “Suspension”). The Notice is designed to crack down those unauthorised sales of lottery through internet whilst aims at providing a healthier and more reliable market in the long run. The Group will closely monitor the development and wait for further announcement on the resumption date of paperless lottery sales from the Chinese government authorities. For the six months ended 30 June 2015, turnover of the lottery business generated before the Suspension amounted to approximately HK$70.1 million, representing an increase of approximately 4% as compared with approximately HK$67.6 million for the last corresponding period. Loss of approximately HK$5.1 million was recorded in this segment (2014: profit of approximately HK$7.8 million). As to the lottery business development, the testing stage of the new technology service platform for the welfare lottery was completed in the first half of 2015 and is ready for operation. InvestmentProject–Ponte16 Starting from the second half of 2014, the Macau gaming industry has recorded a noticeable slowdown that caused by several major factors, including, among others, the structural change in the composition of tourists to Macau, tighter transit visa restrictions, implementation of full smoking ban on mass market gaming areas in casinos and the tighter controls on spending with UnionPay cards. The downward trend continued to prevail into 2015, though the total number of visitors from China to Macau maintained relatively stable with a slight decline of approximately 4% year-on-year to approximately 9.8 million for the first half of 2015. Review ofOperations(Continued) InvestmentProject–Ponte16(Continued) During the reporting period, Adjusted EBITDA* of the Group’s flagship investment project – Ponte 16 decreased by approximately 40% to approximately HK$155.4 million (2014: approximately HK$260.0 million). As at 30 June 2015, the casino of Ponte 16 had 108 gaming tables, consisting of 92 mass gaming tables, 9 high-limit tables and 7 VIP tables, and also had 13 mah-jong tables. Average occupancy rate of Sofitel Macau At Ponte 16 was recorded over 85% in the first half of 2015. Despite the onerous market environment, Ponte 16 strives to maintain its position of being one of the preferred destinations in Macau for both tourists and families. As a world-class integrated casino-entertainment resort located in the Inner Harbour of Macau, Ponte 16 continues to target the growing mass market and offer comprehensive resort experience by enhancing its entertainment mix. Recognising its dedication in offering guests with top-notch resort experience, Sofitel Macau At Ponte 16 achieved a number of honourable industry awards during the first half of 2015 as recognition of its outstanding quality and world-class services. The accolades included “Top 25 Hotels for Romance – China” in 2015 Travellers’ Choice Awards by TripAdvisor, “2015 Best Wedding Hotel – Luxury” in the 5th Annual China Hotel Awards by LifeStyle magazine and “Vantage Hotel Awards 2014-2015 – Best Hotel of Year” by Vantage magazine. Prive, the fine dining restaurant, was awarded as “100 Top Tables 2015 – A CEO’s Dining Guide” by South China Morning Post, “Hong Kong & Macau Best Restaurants 2015” by Hong Kong Tatler, as well as “2015 U Favourite Food Awards – Macau Hotel Restaurant” by U Magazine. Le Chinois, the Cantonese restaurant, was awarded the “2015 U Favourite Food Awards – Macau Hotel Restaurant” by U Magazine, and “Du Shang Best Choice Dining Awards 2015” by Connect Media Company Limited. The So Spa with L’Occitane also won “2015 Country Winner – Best Luxury Hotel Spa in Macau” and “2015 Country Winner – Best Luxury Wellness Spa in Macau” by World Luxury Spa Awards. * Adjusted EBITDA: Earnings Before Interest, Taxation, Depreciation and Amortisation (and excluded interest income from the pledged bank deposit) Review ofOperations(Continued) InvestmentProject–Ponte16(Continued) The first large-scale 3D museum in Macau, Pier 16 Macau 3D World (“Pier 16 3D World”), was opened in May 2015, offering a virtual experience to the tourist and introducing a new attraction to Macau. With a total area of over 18,000 square feet, Pier 16 3D World features more than 150 photography points in different theme zones, where visitors can interact with various themed 3D paintings. Many of memorable MJ collections are also preserved and displayed in this new attraction. FinancialReview Liquidity,FinancialResources andGearing As at 30 June 2015, the Group had net current assets of approximately HK$123.7 million (31 December 2014: approximately HK$165.9 million) and net assets of approximately HK$1,059.2 million (31 December 2014: approximately HK$1,089.6 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 31 October 2016. As at 30 June 2015, there was no amount due from the Company to Mr. Yeung under the revised loan facility (31 December 2014: nil). Jade Travel Ltd., being an indirect non-wholly owned subsidiary of the Company which was incorporated in Canada (“Jade Travel, 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. As at 30 June 2015, the outstanding bank loans was approximately CAD1.5 million (equivalent to approximately HK$9.4 million) (31 December 2014: approximately CAD1.5 million (equivalent to approximately HK$10.3 million)). Besides, as at 30 June 2015, the outstanding secured bank overdraft which carries floating interest rates for Jade Travel, Canada was approximately CAD0.4 million (equivalent to approximately HK$2.2 million) (31 December 2014: nil). FinancialReview(Continued) Liquidity,FinancialResources andGearing(Continued) Apart from the aforesaid loans and overdraft, as at 30 June 2015, there were loans from non-controlling shareholders of approximately CAD3.0 million and HK$7.3 million, totally equivalent to approximately HK$26.3 million (31 December 2014: approximately CAD1.4 million and HK$7.3 million, totally equivalent to approximately HK$16.9 million). The loans were interest-free and unsecured. As at 30 June 2015, total equity attributable to owners of the Company was approximately HK$1,075.1 million (31 December 2014: approximately HK$1,078.2 million). 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 1% as at 30 June 2015 (31 December 2014: approximately 1%). Pledge ofAssets As at 30 June 2015, the Group had secured the following assets: (a) the Group pledged the time deposits of approximately CAD2.8 million and HK$0.5 million, totally equivalent to approximately HK$18.2 million (31 December 2014: approximately CAD1.3 million and HK$0.5 million, totally equivalent to approximately HK$9.4 million) to certain banks for the issuance of a standby letter of credit and overdraft facility of approximately CAD1.5 million and a bank guarantee of approximately MOP0.5 million, totally equivalent to approximately HK$10.0 million (31 December 2014: a standby letter of credit and overdraft facility of approximately CAD1.5 million and a bank guarantee of approximately MOP0.5 million, totally equivalent to approximately HK$10.6 million) for the operations of the Group. The pledge of the time deposits of approximately CAD1.3 million (equivalent to approximately HK$8.3 million) was released in July 2015; (b) World Fortune Limited (“World Fortune”, an indirect wholly-owned subsidiary of the Company) pledged all (31 December 2014: 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”); and FinancialReview(Continued) Pledge ofAssets(Continued) (c) the Group’s self-occupied properties with carrying amount of approximately CAD2.3 million (equivalent to approximately HK$14.6 million) (31 December 2014: approximately CAD2.3 million (equivalent to approximately HK$15.8 million)), together with a time deposit of approximately CAD0.2 million (equivalent to approximately HK$1.0 million) (31 December 2014: approximately CAD0.2 million (equivalent to approximately HK$1.0 million)) were pledged to a bank to secure bank loans to Jade Travel, Canada. ContingentLiabilities 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 2015 was approximately HK$422.7 million (31 December 2014: approximately HK$564.8 million). HumanResources As at 30 June 2015, the Group had a total of 201 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 The increasing competition and market changes will remain influential in the operating environment and the Group’s performance in the second half of 2015. During this challenging period, the Group strives to enhance its product and service qualities and strengthen its diversified business platforms, adhering to build a sustainable business model. Prospects(Continued) At the beginning of the second half in 2015, the Group started to see signs of stabilisation in the gaming business in Macau after prolonged downturn. With China’s supportive policies on Macau’s industry fundamentals, the Group believes that the structural changes towards mass market gaming industry and the change in the composition of tourists will sustain in a longer term. Ponte 16 will continue to implement effective strategies to capture such market trend, including the introduction of live multi game terminals to provide new gaming excitement to players, and an indoor Taiwanese food hall to further enrich travellers’ culinary experience during their stay in Macau. Having recognised the gradual economic recovery and the increasing demand for leisure travel in the North America, the Group will continue to leverage on its well-connected network and experience in high-end MICE and FIT segments to explore the business potential in expansion of retail market. With an existing network of global customers, the Group plans to restructure the current outlets to gain more market exposure on the retail segment and utilises every cross-selling opportunity with Ponte 16 to establish synergies between its travel business and flagship investment project. The Group sees the determination of China to regulate and professionalise the lottery industry in China, and also understands the Notice will bring short-term negative impact on its lottery business. It is believed that through building a more transparent operating mechanism, the lottery industry will resume its enormous growth potential in a sustainable manner. Looking ahead, the Group remains prudent in the formulation and implementation of corporate strategies, and believes that such strategic initiatives will stand the Group in good stead during the cycle and will lead it to a stronger foothold in the gaming, entertainment and tourist-related industries in the Asia-Pacific region. DISCLOSURE OF INTERESTS Directors’ andChiefExecutive’sInterestsinSecurities As at 30 June 2015, 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”): Interestinthe shares oftheCompany(“Share(s)”) Approximate Longposition/ Number of percentage of Name ofDirector Shortposition Nature ofinterest Shares held shareholding % Mr. Yeung Hoi Sing, Long position Corporate interest 2,466,557,462 50.07 Sonny (Note) Note: Mr. Yeung Hoi Sing, Sonny, an executive Director and the Chairman of the Company, had a corporate interest in 2,466,557,462 Shares by virtue of the interest of the Shares held by Silver Rich Macau Development Limited, which was wholly-owned by Mr. Yeung Hoi Sing, Sonny. Save as disclosed above, as at 30 June 2015, 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. Share Option Scheme and Directors’ Rights to Acquire Shares or Debentures Pursuant to the share option scheme adopted by the shareholders of the Company on 5 June 2014 (the “Share Option Scheme”), the Board may at a consideration of HK$1 offer to grant options to selected eligible persons to subscribe for Shares as incentives or rewards for their contribution to the Group or any entity in which any member of the Group holds any equity interest and any subsidiary of such entity. The exercise price in respect of any option granted under the Share Option Scheme shall be a price determined by the Board in its absolute discretion but in any event shall not be less than the highest of (i) the closing price of the Shares as stated in the daily quotation sheets of the Stock Exchange on the date of offer of the option, which must be a business day; (ii) the average closing price of the Shares as stated in the daily quotation sheets of the Stock Exchange for the five business days immediately preceding the date on which the option is offered; and (iii) the nominal value of a Share. The maximum number of Shares available for issue under options which may be granted under the Share Option Scheme and any other share option scheme(s) of the Company is 492,649,119 Shares (being not more than 10% of the total number of Shares in issue as at the date of adoption of the Share Option Scheme), representing approximately 10% of the total number of Shares in issue as at the date of this report. The Share Option Scheme became effective on 10 June 2014 and, unless early termination by the Company in general meeting or by the Board, shall be valid and effective for a period of 10 years from the date of its adoption on 5 June 2014. No share options had been granted under the Share Option Scheme since its adoption and up to 30 June 2015. 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. SubstantialShareholders’InterestsinSecurities As at 30 June 2015, the following persons (other than a Director or chief executive of the Company) had, or were deemed or taken to have, interests or 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: InterestintheShares Approximate Name ofsubstantial Longposition/ Number of percentage of shareholder Shortposition Capacity Shares held shareholding % Silver Rich Macau Long position Beneficial owner 2,466,557,462 50.07 Development Limited Ms. Liu Siu Lam, Marian Long position Interest of spouse 2,466,557,462 50.07 (Note) Maruhan Corporation Long position Beneficial owner 956,633,525 19.42 Note: Ms. Liu Siu Lam, Marian, being the spouse of Mr. Yeung Hoi Sing, Sonny, was deemed to be interested in 2,466,557,462 Shares in which Mr. Yeung Hoi Sing, Sonny had a corporate interest. Save as disclosed above, as at 30 June 2015, 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 and the Guarantee given by the Company in respect of the payment obligation of Pier 16 – Property Development under the Syndicated Loan Facilities (the “Financial Assistance”), continued to exist as at 30 June 2015. 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 2015 were set out below: Aggregate Shareholder’s Corporate financial Name ofassociate loans guarantee assistance HK$million HK$million HK$million Pier 16 – Property Development 758 1,176 1,934 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 25 to the condensed consolidated financial statements. DISCLOSURE UNDER RULES 13.20 AND 13.22 OF THE LISTING RULES (CONTINUED) 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 2015: Consolidated Group’s balance attributable sheet interests HK$’000 HK$’000 Non-current assets 1,735,238 850,267 Current assets 512,045 250,902 Current liabilities (317,745) (155,695) Non-current liabilities (2,267,071) (1,110,865) PURCHASE, SALE OR REDEMPTION OF THE COMPANY’S LISTED SECURITIES During the six months ended 30 June 2015, 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 2015. 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 2015. INFORMATION IN RESPECT OF DIRECTORS Ms. Yeung Mo Sheung, Ann, an independent non-executive Director, resigned as an independent non-executive director of Dejin Resources Group Company Limited, a companywhoseissued shares arelisted ontheMainBoard oftheStock Exchange, witheffectfrom12August2015. Save as disclosed above, there was no change in the information of the Directors required tobedisclosedpursuant toRule13.51B(1) of theListingRules subsequent to thedate of theAnnualReport2014 of theCompany and up to the date ofthis 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, Ms. Yeung Mo Sheung, Ann, Mr. Chin Wing Lok, Ambrose andMr.ChongMingYu, with terms of reference preparedin accordance with the requirements oftheListingRules.TheAuditCommitteeis chairedbyMr.ChinWing Lok,Ambrose whopossesses appropriateprofessional accountingqualification as required undertheListingRules. The primary duties of the Audit Committee include, inter alia, monitoring integrity of thefinancial statements of theCompany 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 proceduresbytheCompany. REVIEW OF INTERIM RESULTS The unaudited interim results for the six months ended 30 June 2015 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 adequatedisclosureshavebeen made. OnbehalfoftheBoard Yeung Hoi Sing, Sonny Chairman HongKong,28August2015