Financial Performance - Revenue for the six months ended September 30, 2019, was HK$63,608,000, a decrease of 28.3% from HK$88,782,000 in the same period of 2018[7] - Gross profit for the same period was HK$17,517,000, down 26.1% from HK$23,700,000 in 2018[7] - Operating loss increased to HK$17,749,000 compared to a loss of HK$15,025,000 in the previous year, reflecting a deterioration of 18.1%[7] - Loss before income tax was HK$27,710,000, significantly higher than the loss of HK$14,995,000 reported in 2018[7] - The total comprehensive loss attributable to equity holders for the period was HK$28,595,000, compared to HK$15,323,000 in the prior year, indicating an increase of 86.7%[11] - The company reported a loss per share of 1.55 HK cents, compared to a loss of 0.87 HK cents per share in the previous year[7] - Accumulated losses for the period amounted to HK$27,591,000, contributing to total comprehensive loss of HK$28,595,000[17] - The company reported a net cash generated from operating activities of HK$9,872,000, an increase from HK$2,890,000 in the prior year[20] - The company incurred finance costs of HK$4,325,000, while finance income was recorded at HK$226,000[20] - The Group reported a segment loss of HK$3,967,000 from the sale of pearls and jewellery products and a loss of HK$1,874,000 from strategic investment and financial services, resulting in a total segment loss of HK$5,841,000[67] Financial Position - As of September 30, 2019, the company's financial position showed a significant decline in equity compared to March 31, 2019[13] - Total assets less current liabilities increased to HK$347,977,000 from HK$197,978,000, representing a growth of 75.8%[14] - Net current assets decreased to HK$19,382,000 from HK$53,285,000, a decline of 63.6%[14] - Cash and cash equivalents rose to HK$40,155,000, up from HK$28,443,000, marking an increase of 41.2%[14] - Total equity attributable to equity holders of the Company reached HK$347,977,000, compared to HK$197,978,000, reflecting a growth of 75.8%[14] - Share capital increased to HK$3,700,000 from HK$3,394,000, an increase of 9.0%[14] - Total assets as of September 30, 2019, amounted to HK$451,350,000, with segment assets in Hong Kong at HK$114,149,000, the UK at HK$178,485,000, and the PRC at HK$75,758,000[75] - Total liabilities as of September 30, 2019, were HK$103,373,000, with liabilities in Hong Kong at HK$12,130,000 and in the PRC at HK$15,300,000[75] Investments and Acquisitions - The company issued consideration shares upon acquisition of associates amounting to HK$168,300,000[17] - The Group acquired a 30% equity interest in Guardian City Limited for a total consideration of HK$178,300,000, which included a cash payment of HK$10,000,000 and the issuance of 153,000,000 shares valued at HK$1.1 each[132] - The Group completed the acquisition of 33% of Dellos Group Limited for approximately HK$80,193,000, which included a cash payment of HK$3,500,000 and the issuance of shares valued at HK$76,693,000[135] - The Group's investment in associates includes significant holdings in beverage manufacturing and trading companies, indicating diversification in its investment portfolio[126] - The Group is actively involved in the rehabilitation proceedings of Dellos F&B, which may affect its financial interests in the Dellos Group[136] Operational Efficiency and Future Focus - The management indicated a focus on improving operational efficiency and exploring new market opportunities to enhance future performance[7] - The company aims to expand its strategic investment and financial services segment, including investments in real estate agency business and real estate investment funds[24] Accounting Policies and Financial Reporting - The Group has adopted HKFRS 16 for the first time in the current interim period, which supersedes HKAS 17 "Leases" and related interpretations[30] - The Group's accounting policies for the condensed consolidated financial statements are consistent with those applied for the consolidated financial statements for the year ended 31 March 2019, except for changes due to new HKFRSs[28] - The adoption of new and amended HKFRSs in the current period has had no material impact on the Group's financial performance and positions for the current and prior periods[28] - The condensed consolidated financial statements have not been audited but have been reviewed by the Company's audit committee[28] Cash Flow and Financing - The net cash used in investing activities was HK$13,428,000, compared to HK$7,627,000 in the same period last year[22] - The company reported a net cash generated from financing activities of HK$15,531,000, with borrowings of HK$24,000,000[22] - The Group's fixed rate other borrowings had interest rates ranging from 11.3% to 18.0% per annum[179] - Total other borrowings amounted to HK$76,500,000, with HK$52,500,000 being secured[181] Employee Compensation and Benefits - Key management compensation for the six months ended September 30, 2019, totaled HK$12,149,000, significantly higher than HK$3,649,000 in the previous year[188] - Employee benefit expenses totaled HK$29,948,000, a decrease from HK$21,856,000 in the previous year, indicating an increase of approximately 36.9%[103] Inventory and Impairment - The provision for impairment loss on inventories was HK$5,599,000, compared to a reversal of HK$3,474,000 in the previous year, indicating a significant shift in inventory management[103] - Cost of inventories decreased to HK$31,823,000 from HK$58,187,000, representing a reduction of approximately 45.4% year-over-year[103] Share Capital and Options - The company issued 153,000,000 ordinary shares for the acquisition of a 30% shareholding in Guardian City Limited on June 25, 2019[184] - The total issued and fully paid shares as of September 30, 2019, were 1,849,950,000[184] - The maximum number of shares that may be issued upon exercise of all outstanding options under the Scheme shall not exceed 30% of the Company's issued share capital at any time[189]

Business Operations - The Group is one of the world's largest merchants, purchasers, and processors of pearls, with production facilities located in Shenzhen, China[12] - The Company is focused on the wholesale distribution of pearls and jewelry products, indicating a strong market presence[10] - The Group's strategic investment and financial services segment includes investments in real estate agency business and real estate investment funds[10] - The Group is actively seeking investment opportunities along the "Belt and Road" initiative to diversify its revenue sources[35] - The Group plans to enhance its pearls and jewellery business while optimizing operational efficiency to remain competitive[34] - The Group aims to enhance its pearl and jewellery business by participating in major jewellery fairs globally to maintain a diversified customer base[47] - The Group is acquiring interests in a target group engaged in co-working and co-living spaces, expanding its strategic investment and financial services segment[36] - The Group plans to acquire 30% of Guardian City Limited for a total consideration of HK$176,005,000, which includes cash of HK$10,000,000 and the issuance of 153,000,000 shares at HK$1.085 each[78] - The Group aims to expand its real estate investment business, targeting the UK and Eurasia, to diversify income streams and enhance investment returns[81] - The Group will focus on investments in real estate, co-working, and co-living spaces, particularly in Europe and Asia, following a collaboration agreement with Equitativa[83] Financial Performance - Revenue for FY2019 decreased by 8.6% to HK$171,266,000 compared to HK$187,357,000 in FY2018[15] - Gross profit fell by 11.9% to HK$48,521,000, down from HK$55,092,000 in the previous year[15] - Loss before income tax improved significantly by 66.4%, from HK$128,555,000 to HK$43,220,000[15] - Basic and diluted loss per share decreased by 67.3% to HK(2.52) from HK(7.70) in FY2018[15] - Net assets decreased by 16.3% to HK$197,978,000 from HK$236,508,000[15] - Cash and cash equivalents dropped by 48.0% to HK$28,443,000 compared to HK$54,686,000 in FY2018[15] - The consolidated loss attributable to equity holders for FY19 was HK$42.8 million, a substantial decrease of 67.0% compared to FY18's loss of HK$129.8 million[43] - Basic loss per share for FY19 was 2.52 HK cents, representing a decrease of 67.3% from FY18's 7.70 HK cents[43] - Sales contribution from the pearl and jewellery products for FY19 was HK$169.4 million, down from HK$176.5 million in FY18, reflecting a weak global market sentiment[47] - The return on capital for pearls and jewellery products improved to (1.5)% in FY19 from (10.3)% in FY18[47] - Revenue for FY19 decreased to HK$171.3 million from HK$187.4 million in FY18, with pearl and jewellery sales at HK$169.4 million, down from HK$176.5 million[85] - Gross profit fell by HK$6.6 million or 12.0% to HK$48.5 million, with a gross profit margin of 28.3% in FY19 compared to 29.4% in FY18[89] - Loss attributable to equity holders decreased by HK$87.0 million or 67.0% to HK$42.8 million in FY19, primarily due to no realised losses on financial assets[91] - Total equity as of 31 March 2019 was HK$198.0 million, a decrease of 16.3% from HK$236.5 million in 2018[92] - Cash and cash equivalents decreased to HK$28.4 million from HK$54.7 million in the previous year[93] Corporate Governance - The Company has maintained high standards of corporate governance to manage business risks and enhance transparency[151] - The Group has adopted a corporate governance policy in line with the Corporate Governance Code, ensuring compliance with statutory and regulatory requirements[153] - The Board consists of 3 executive Directors, 1 non-executive Director, and 3 independent non-executive Directors, ensuring a balance of skills and experience[160] - The Company does not have a Chief Executive Officer, which is a deviation from the recommended best practices of the Corporate Governance Code[154] - The Board held four regular meetings during the fiscal year ending March 31, 2019, to discuss overall strategy and review financial performance[169] - The Audit Committee consists of 3 independent non-executive Directors, with Mr. Lai Yat Yuen serving as the chairman[185] - The Company has confirmed compliance with the Model Code for Securities Transactions by Directors throughout the year ended March 31, 2019[156] - The Company has a Board comprising 7 Directors, including 3 independent non-executive Directors, promoting critical review and control of management processes[182] - The Company has a Board Diversity Policy adopted in October 2014, recognizing the importance of diversity in achieving strategic objectives and sustainable development[179] - The roles of the Chairman and executive Directors are clearly segregated to ensure independence and proper checks and balances[168] Management and Strategy - The Company aims to explore new business opportunities to maximize shareholder value in the future[12] - The Group's management emphasizes the importance of maintaining a competitive position through product quality and market trend reviews[126] - The management regularly reviews strategies and performance of each business unit to mitigate strategic risks[124] - The Group will actively seek suitable investment projects to enhance its financial performance moving forward[66] - The Group aims to leverage its resources as a listed company to enhance profitability and returns through acquisition projects[66] Risk Management - Economic risks include potential downturns affecting customer repayment abilities, which could lead to increased bad debts[126] - Credit risk is managed by conducting thorough credit quality assessments before granting loans[126] - The Group monitors liquidity regularly to ensure it can meet financial obligations as they arise[127] - Price risk is addressed by diversifying equity investments to mitigate the impact of price changes[127] - Exchange risk is managed by closely monitoring financial position and cash flow exposures[127] - Legal and regulatory risks are mitigated by seeking appropriate legal advice and monitoring changes in the regulatory environment[127] - The Group aims to retain key personnel by providing competitive reward and benefit packages[127] Human Resources - The total staff costs for the Group increased to approximately HK$53.2 million in 2019 from HK$44.4 million in 2018, reflecting a rise in employee remuneration[111] - The Group's workforce decreased to 260 employees as of March 31, 2019, down from 322 a year earlier[111] Investment Activities - The Group entered into an investment agreement to subscribe up to GBP3.5 million in convertible guaranteed redeemable loan notes with Wonderland (UK) Holdings Limited[49] - As of 31 March 2019, the Group had subscribed approximately GBP3.4 million in loan notes under the investment agreement with Wonderland (UK)[51] - The Group has invested HK$76,000,000 in the Orient Capital Real Estate Fund SP, focusing on a residential project in West London comprising 49 apartment units and 31 parking spaces, expected to be completed in 2020[52] - As of March 31, 2019, the Group has contributed HK$38,000,000 to the Sub-Fund, with an additional HK$38,000,000 pending call[52] Board Composition and Experience - The company has a diverse board with members holding qualifications in law, finance, and accounting, enhancing its governance structure[142] - The executive team includes professionals with significant experience in real estate and investment management, indicating a strong operational foundation[132][135] - The company aims to enhance its investment strategies by utilizing the diverse backgrounds of its directors in finance and management[139][142] - Mr. Yuen is an independent non-executive director of Winson Holdings Hong Kong Limited and Real Nutriceutical Group Limited, both listed companies[131][139] - Mr. Cheung has over 20 years of experience in public listed companies and was previously the CFO of Dingyi Group Investment Limited[134][137] - Mr. Leung has more than 16 years of experience in auditing, accounting, and corporate management, and is currently the vice chairman of China Healthwise Holdings Limited[133][136] - Mr. Lai has extensive experience in financial management from his role at Asia Port Services Limited since 1994[138][140] - Mr. Lee holds multiple degrees in commerce and finance and has worked in various prestigious accounting firms, including Deloitte Touche Tohmatsu[139][141]