Interim Report 2015/2016. Toys Division. IT Division

Transcription

1 Interim Report 2015/2016 Toys Division IT Division

2 Contents Page Corporate information 02 Management discussion and analysis 03 Other information 09 Condensed consolidated financial statements Condensed consolidated statement of comprehensive income 14 Condensed consolidated statement of financial position 15 Condensed consolidated statement of changes in equity 17 Condensed consolidated statement of cash flows 18 Notes to the condensed consolidated financial statements 19

3 Corporate Information BOARD OF DIRECTORS Executive Directors Mr. Lau Ho Ming, Peter (Executive Chairman) Mr. Poon Pak Ki, Eric Mr. Ng Kam Seng Mr. Chu, Raymond (appointed on 27 November 2015) Non-executive Directors Madam Li Man Yee, Stella Mr. Chu Sheng Yu, Lawrence (resigned on 1 July 2015) Mr. Wang Zhao (resigned on 27 November 2015) Independent Non-executive Directors Mr. Leung Po Wing, Bowen Joseph GBS, JP Mr. Chan Siu Wing, Raymond Mr. Chu, Raymond (resigned on 6 July 2015) Mr. Wong Wah On, Edward (appointed on 24 September 2015) COMMITTEES OF THE BOARD OF DIRECTORS Audit Committee Mr. Chan Siu Wing, Raymond (Chairman) Mr. Leung Po Wing, Bowen Joseph GBS, JP Mr. Chu, Raymond (resigned on 6 July 2015) Mr. Wong Wah On, Edward (appointed on 24 September 2015) Remuneration Committee Mr. Leung Po Wing, Bowen Joseph GBS, JP (Chairman) (appointed 6 July 2015) Mr. Chu Raymond (resigned on 6 July 2015) Mr. Chan Siu Wing, Raymond Mr. Lau Ho Ming, Peter Nomination committee Mr. Leung Po Wing, Bowen Joseph GBS, JP (Chairman) Mr. Chu, Raymond (resigned on 6 July 2015) Mr. Lau Ho Ming, Peter Mr. Chan Siu Wing, Raymond (appointed on 6 July 2015) Corporate Governance Committee Mr. Chan Siu Wing, Raymond (Chairman) Mr. Ng Kam Seng Madam Li Man Yee, Stella COMPANY SECRETARY Ms. Tang Yuen Ching Irene AUTHORIZED REPRESENTATIVES Mr. Ng Kam Seng Ms. Tang Yuen Ching Irene REGISTERED OFFICE Cricket Square, Hutchins Drive P.O. Box 2681 Grand Cayman KY Cayman Islands PRINCIPAL PLACE OF BUSINESS IN HONG KONG Workshop C, 19/F TML Tower 3 Hoi Shing Road, Tsuen Wan New Territories Hong Kong PRINCIPAL PLACE OF BUSINESS IN THE PRC No. 38 South Guanhe Road Guanyao, Shishan Town Nanhai District Foshan City Guangdong Province People s Republic of China PRINCIPAL SHARE REGISTRAR AND TRANSFER OFFICE IN THE CAYMAN ISLANDS Codan Trust Company (Cayman) Limited Cricket Square, Hutchins Drive P.O. Box 2681 Grand Cayman KY Cayman Islands HONG KONG BRANCH SHARE REGISTRAR AND TRANSFER OFFICE Tricor Investor Services Limited Level 22, Hopewell Centre 183 Queen s Road East Hong Kong PRINCIPAL BANKERS DBS Bank (Hong Kong) Limited Hang Seng Bank Limited The Hongkong and Shanghai Banking Corporation Limited Industrial and Commercial Bank of China (Asia) Limited AUDITOR BDO Limited 25th Floor, Wing On Centre 111 Connaught Road Central Central Hong Kong COMPANY S WEBSITE 02 QUALI-SMART HOLDINGS LIMITED

4 Management Discussion and Analysis BUSINESS REVIEW During the period under review, the Group continued to strengthen its business following its acquisition of the information technology business, namely the PMT Group, in December 2014 together with its toy manufacturing business. In July 2015, the Group has further executed its diversification strategy by subscribing for a 10% equity stake in Crosby Securities Limited, a company engages in the brokerage, provision of investment advisory, corporate finance advisory and asset management service and is a registered licensed corporation under the SFO for Type 1 (dealing in securities), Type 4 (advising on securities), Type 6 (advisory on corporate finance) and Type 9 (asset management) regulated activities. Through this investment, the Group takes the opportunity to enhance its existing business model and to further diversify its business scopes into higher growth areas and to reinforce its strength ahead of the challenging business environments in the traditional OEM manufacturing business. Meanwhile, the Group is now mainly engaged in two core business segments: the toy OEM manufacturing business (the Toy Division ) and the information technology business (the IT Division ). The Toy Division The Toy Division operates as a toy manufacturer offering services primarily on an OEM basis. The Group manufactures products for its customers according to their specifications, and the products are sold by its customers under their own brand names. Same as in Previous Periods, the Group s key customers mainly comprise internationally reputable toy brands. Headquartered in Hong Kong, the Group has a production base which is located in Foshan, Guangdong Province, the People s Republic of China ( PRC ). Aiming to provide the customers with one-stop development services, the Group offers its customers a wide spectrum of manufacturing services encompassing design, prototyping, mould making, product validation, multi-skilled manufacturing processes, general assembly and packaging. Equipped with multi-production lines and multi-disciplinary engineering experience, the Group is capable of manufacturing diversified product classes in its production operations with focus on toy products for infants aged 3 or below which require very stringent safety standards. The key manufacturing capabilities of the Group include plastics processing such as injection moulding, metal tube forming, electronic assembly such as printed circuit board assembly, sewing operation for handling different types of fabric products, decoration process such as silkscreen printing and spray coating. For the period ended 30 September 2015 ( Current Period ), the revenue of the Toy Division and its segmental profit were HK$505.8 million and HK$17.9 million respectively, representing a decrease of 3.2% and a decrease of 32.2% over the six months ended 30 September 2014 (the Previous Period ). While the Toy Division only suffered a modest drop in sales from its customers for the peak period of the production cycle, production environments remained challenging for the Toy Division as labour costs and material costs continued to increase, leading to a decrease in gross margin from 11.1% for the Previous Period to 10.3% for the Current Period. An increase in selling expenses related to bulky finished goods and a decrease in moulding income also contributed to the drop in the performance of the Toy Division for the Current Period. In view of the stringent business environment facing the Toy Division, the Group will devote more attention to a selected number of credit-worthy customers which can generate more stable margins, review and rationalise the current cost structure and control so as to generate better operational efficiency and profitability. Interim Report 2015/

5 Management Discussion and Analysis The Information Technology Division During the Current Period, the Group has its information technology division operated by the PMT Group and their results were fully consolidated to the Group s financial results. The revenue and its segmental loss for the IT Division were approximately HK$1.2 million and HK$7.3 million, respectively. Since the completion of acquisition of the PMT Group took place on 17 December 2014 for which is subsequent to the Previous Period end, no comparative figure for Previous Period is available. The IT Division generated lower than expected revenues during the Current Period as several of its clients revised their business plans or postponed their product rollout schedules, thus affecting the performance of the IT Division. FINANCIAL REVIEW The Group s revenue for the Current Period amounted to approximately HK$507.0 million, which is a decrease of 3.0% from that for the Previous Period of approximately HK$522.6 million. The Toy Division s revenue for the Current Period amounted to approximately HK$505.8 million, which represents a 3.2% decrease from that for the Previous Period of approximately HK$522.6 million. The modest decrease in revenue was due to decrease in sales to some of the Toy Division s top 5 customers. Revenue from North America dropped by 14.9% to at approximately HK$236.9 million for the Current Period when compared to approximately HK$278.3million for the Previous Period, while revenue from Western Europe remained stable approximately HK$171.0 million for the Previous Period to approximately HK$171.6 million for the Current Period due to the increase in sales in France and other European countries offset by the decrease of sales in United Kingdom. Sales to customers in new developing regions, namely South America and mainland China and Taiwan, increased substantially to approximately HK$17.6 million and HK$37.7 million, respectively, representing an increase of 6.0% and 115.4% over the Previous Period, respectively. The IT Division s revenue for the Current Period amounted to approximately HK$1.2 million. Since the completion of acquisition of the PMT Group took place on 17 December 2014 for which is subsequent to the Previous Period end, no comparative figure for Previous Period is available. Due to a drop in gross margin of the Toy Division from approximately 11.1% for the Previous Period to approximately 10.3% for the Current Period, gross profit of the Group for the Current Period decreased to approximately of HK$52.1 million, representing a decrease of approximately 9.9% as compared to that of the Previous Period. The Group s net loss for the Current Period amounted to approximately HK$0.4 million, as opposed to a net profit of approximately HK$16.8 million for the Previous Period. Such decrease is mainly due to a decrease in revenue of the Group approximately 3.0% when compared with the Previous Period leading to a decrease in gross profit of approximately HK$5.7 million, consolidated segmental loss of approximately HK$7.3 million arising from consolidating the results of the IT Division, amortisation of intangible assets arising from the acquisition of the PMT Group of approximately HK$4.4 million; additional finance costs of approximately HK$2.2 million arising from the convertible bonds and promissory notes issued for the acquisition of the PMT Group and an increase in staff costs of approximately HK$3.1 million arising from the equity settled share-based payment expenses related to the additional grant of share options. 04 QUALI-SMART HOLDINGS LIMITED

6 Management Discussion and Analysis Selling expenses for the Toy Division mainly consisted of transportation fees and declaration fees. Selling expenses for the Toy Division increased by 19.7% from approximately HK$13.2 million for the Previous Period to approximately HK$15.8 million for the Current Period due to an increase in transportation cost and costs in bulky finished goods in Current Period. Administrative expenses mainly consisted of salaries to employees, rents and rates for office spaces, depreciation on property, plant and equipment, and other administrative expenses. Administrative expenses increased by 40.3% from approximately HK$26.8 million for the Previous Period to approximately HK$37.6 million for the Current Period which is primarily due to an increase in staff costs mainly resulted from the equity settled share-based payment expenses related to the grant of share options for approximately HK$3.1 million as well as the amortisation of intangible assets for approximately HK$4.4 million. Other income and gains mainly consisted of moulding income, net gain on derivative financial instruments, interest income and others. Other income and gains decreased by 22.2% from approximately HK$5.4 million for the Previous Period to approximately HK$4.2 million for the Current Period which is primarily due to a decrease in moulding income from approximately HK$2.7 million for the Previous Period to HK$1.5 million for the Current Period as fewer new moulds were made for the existing customers. Net gain on derivative financial instruments of approximately HK$1.6 million during the Previous Period was decreased to approximately HK$1.1 million during the Current Period. As a result of the newly issued promissory notes and convertible notes of the Company in December 2014, the Group recognised a fair value gain in derivative financial assets of approximately HK$3.7 million during the Current Period, when compared to nil for the Previous Period, representing the change in fair value through profit and loss of the embedded derivative of the convertible notes. Finance costs mainly consisted of interest on the Group s interest-bearing bank borrowings, factoring arrangement from banks and the effective interest of the promissory notes and the convertible notes issued by the Company. Finance costs increased by 110.0% to approximately HK$4.2 million for the Current Period when compared with approximately HK$2.0 million for the Previous Period, which is primarily due to the effective interest of the convertible notes and promissory notes issued by the Company in December 2014 charged during Current Period of approximately HK$2.5 million (2014: Nil). The Group is subject to income tax on an entity basis on profit arising in or derived from the jurisdiction in which members of the Group are domiciled and operated. The income tax expense decreased by 36.4% to approximately HK$2.8 million for the Current Period, as compared with approximately HK$4.4 million for the Previous Period. The inventory of the Group increased by 8.3% to approximately HK$144.3 million as at 30 September 2015 from approximately HK$133.2 million as at 31 March 2015 which was primarily due to manufacture of more finished goods in the peak season prepared to be shipped out to customers. The inventory turnover period, as calculated by dividing the average closing inventories by the cost of sales for the year/period and multiplied by 365 days/182.5 days, decreased by 22.2% from 71.6 days for the year ended 31 March 2015 to 55.7 days for the Current Period. Trade receivables as at 30 September 2015 increased from approximately HK$74.6 million at 31 March 2015 to approximately HK$246.0 million, which was primarily due to a change of financial arrangement from factoring arrangement to post-shipment export trade loan offered by banks for one of the top 5 customers. The trade receivables turnover days, calculated as dividing the average closing trade receivables by the revenue for the period/year and multiplied by days/365 days, was 57.7 days for the period ended 30 September 2015 as compared with 22.6 days for the year ended 31 March Interim Report 2015/

7 Management Discussion and Analysis Trade payables as at 30 September 2015 of approximately HK$182.0 million was increased from HK$44.6 million as at 31 March 2015, which was primarily due to the purchase of more raw materials to support the increase in production during the peak sales season. The Trade Payables turnover days, as calculated as dividing the average closing trade payables by the cost of sales for the period/ year and multiplied by days/365 days, were 45.5 days for Current Period as compared with 22.2 days for the year ended 31 March LIQUIDITY AND FINANCIAL RESOURCES Despite the operating performance during the Current Period, the Group continued to maintain a prudent financial management approach toward its treasury policies and a healthy liquidity position during the Current Period. The Group strived to reduce exposure to credit risk by performing ongoing credit assessments and evaluations of the financial status of its customers. To manage liquidity risk, the Board closely monitors the Group s liquidity position to ensure that the liquidity structure of the Group s assets, liabilities and other commitments can meet its funding requirements from time to time. For the Current Period, the Group mainly financed its working capital by internal resources and bank borrowings. As at 30 September 2015, cash and cash equivalents amounted to approximately HK$103.0 million (31 March 2015: HK$67.2 million). The increase was mainly due to the additional capital of HK$88.5 million from the Subscription of New Shares (as defined hereunder). Furthermore, as a result of the acquisition of the PMT Group in December 2014, the Group had a carrying value of promissory notes of HK$20.7 million (31 March 2015: HK$20.1 million) and convertible notes of HK$53.1 million (31 March 2015: HK$51.2 million). Hence, the debt to equity ratio of the Group, calculated as the ratio of the closing debt balance divided by the closing total equity of the period/year, was approximately 48.8% (31 March 2015: 52.9%). As at 30 September 2015, all bank borrowings were subject to floating interest rates. The current ratio of the Group, as calculated by total current assets over total current liabilities, was approximately 1.7 (31 March 2015: 2.0). Subscription of New Shares On 22 July 2015, the Company entered into the subscription agreements with certain subscribers for the subscription of an aggregate of 30,000,000 new Shares at the subscription price of HK$2.95 per subscription share for an aggregate consideration of HK$88,500,000. The subscription was completed on 28 July Net proceeds of approximately HK$88.5 million raised from the subscription was used for general working capital of the Group, future development of the Group s businesses and/or other appropriate investments as may be identified by the Directors. Charge on Assets As at 30 September 2015, certain of the Group s banking facilities and its interest-bearing bank borrowings were secured by properties of the Group located in Hong Kong with an aggregate net book value of HK$66.5 million (31 March 2015: HK$68.1 million). Contingent Liabilities As at 30 September 2015, the Group had no contingent liabilities (31 March 2015: Nil). Operating Lease Arrangements The Group leases certain of its office premises and a quarter for certain Directors under operating lease arrangements for terms ranging from one to two years. As at 30 September 2015, the total future minimum lease payments under non-cancellable operating leases of approximately HK$2.1 million (31 March 2015: HK$0.1 million), of which approximately HK$1.5 million (31 March 2015: HK$0.1 million) would fall due within one year. 06 QUALI-SMART HOLDINGS LIMITED

8 Management Discussion and Analysis Capital Commitments As at 30 September 2015, there is no capital commitments of the Group. (31 March 2015: Nil). Significant Investment Held Except for investments in subsidiaries and an unlisted company, the Group did not hold any significant investment in equity interest in any other company as at 30 September Material Acquisitions and Disposals of Subsidiaries and Affiliated Companies During the period ended 30 September 2015, the Group did not have any material acquisitions and disposals of subsidiaries and affiliated companies. Future Plans for Material Investments and Capital Assets Other than the completed acquisition of equity interests in Crosby Securities Limited ( CSL ) and Crosby Asset Management (Hong Kong) Limited ( CAM ) as referred to the announcements dated 19 August 2015, 2 November 2015 and 23 November 2015 respectively, the Group did not have any plans to acquire any material investments or capital assets. Foreign Currency Exposures Substantially all the transactions of the Company s subsidiaries in Hong Kong are carried out in United States dollar ( US$ ) and Hong Kong dollar ( HK$ ). As HK$ is linked to US$, the Group does not have material exchange rate risk on such currency. The expenses or expenditures incurred in the operations of the Company s subsidiary in the PRC were denominated in RMB, which exposes the Group to foreign currency risk. The Group entered into deliverable forward contracts ( DF ) to manage the foreign currency risk arising from fluctuation in exchange rate of the RMB against the US$. As at 30 September 2015, the Group had outstanding DF with a notional amount of US$5 million (31 March 2015: HK$25 million). The Group implemented a foreign currency forward contract policy in relation to the foreign currency contracts for the year. The Group performed cash flow analysis, ongoing monitoring and review of the foreign currency forward contracts on a monthly basis in accordance with the Group s risk management policy. Foreign exchange exposure reports were presented to the Board for review on a quarterly basis. The foreign currency forward contract policy was also reviewed by the Board to ensure it remains consistent with the overall objectives of our Group and the current financial trends in the market. Major terms of the foreign currency forward contracts outstanding as at 30 September 2015 are summarized as follows: Notional amount Forward contract rates Commencement date Maturity date 1 contract to buy RMB in total of US$5,000,000 US$1 to RMB November December 2015 Note: No gain or loss has been realized for the outstanding contract as at 30 September Interim Report 2015/

9 Management Discussion and Analysis Employees and Remuneration Policy As at 30 September 2015, the Group had a total of 487 employees (31 March 2015: 501). Total staff costs were approximately HK$26.0 million for the period ended 30 September 2015 (2014: HK$26.4 million). Remuneration policies in respect of the Directors and senior management of the Group are reviewed regularly by the Remuneration Committee and the Directors, respectively. Remuneration packages of the Group were determined with reference to its remuneration policy based on position, duties and performance of the employees. Employees remuneration varies according to their positions, which may include salary, overtime allowance, bonus and various subsidies. The performance appraisal cycle varies according to the positions of the employees. Performance appraisal of staff is conducted annually. The performance appraisal is supervised by the chief executive officer of the Group. Staff employed by a subsidiary established in the PRC are also provided with pension funds, medical insurance, unemployment insurance and other relevant insurance in accordance with the prevailing regulatory requirements of the PRC. The Company also adopted a share option scheme for the purpose of rewarding eligible participants for their contribution to the Group. Prospects As explained in the Company s 2015 Annual Report, the Group s existing operations in the Toy Divisions are expected to continue to face substantial challenges in the coming year. The first loss making year of the Group after its listing would likely lead to a re-positioning and rationalisation its toy business this year and it has become increasingly important for the Group to pursue its business diversification strategy to enhance and strengthen the Group s overall business growth and performance. During the period, the Group has further pursued and executed its diversification strategy by completing subscription in new shares of the Company by investors to raise the necessary funding to improve the working capital and financial position of the Group, as well as to better prepare the Group to take advantage of future investment opportunities as they arise, which may help further expand the business scope of the Group and pursue its business diversification strategies. In July 2015, the Group completed its subscription of 10% of new shares in CSL. With the knowledge of a strengthened team of seasoned investment banking professionals in CSL following the subscription and the opportunity and potential of further development of CSL, the Group decided to acquire the entire interest of the Crosby Group, namely CSL and CAM, as detailed in the announcements of the Company dated 19 August 2015, 2 November 2015 and 23 November 2015 respectively, so the Group could benefit fully from the next phase of growth of the Crosby Group. This provides an opportunity for the Group to enhance its existing business model and diversify its business scopes into higher growth areas. It is expected upon completion of the acquisition, the Group will be allowed to benefit from the results of the new phase of growth of the Crosby Group while allowing the Crosby Group to have a more efficient platform for fund raising. In view of the determination to enhance and strengthen the Group s overall business growth and performance, the Group will continue to explore other suitable new opportunities to generate synergies with its existing business segments and to further expand and diversify its business scopes as well as to strengthen its existing businesses. 08 QUALI-SMART HOLDINGS LIMITED

10 Other Information INTERIM DIVIDEND The Board has resolved not to declare an interim dividend for the year ending 31 March 2016 (2015: HK cents 3 per share). REVIEW OF INTERIM RESULTS The Audit Committee has reviewed the unaudited condensed consolidated financial statements and the interim report for the six months ended 30 September 2015 and discussed the financial related matters, including the accounting principles and practices adopted by the Group, with the management during the period under review. The Audit Committee was satisfied that the unaudited condensed consolidated financial statements of the Group for the six months ended 30 September 2015 have been prepared, in all material respects, in accordance with Hong Kong Accounting Standard 34 Interim Financial Reporting issued by the Hong Kong Institute of Certified Public Accountants. SUBSEQUENT EVENT Subscription of New Shares on 20 November 2015 On 20 November 2015, the Company entered into subscription agreements with certain investors based upon which they will subscribe for an aggregate of 40,500,000 new shares in the Company at the subscription price of HK$3.88 each per share for an aggregate consideration of HK$157,140,000 as detailed in the announcement of the Company on the same date. The subscription shares will be allotted and issued under the general mandate which was granted to the Directors pursuant to an ordinary resolution of the shareholders passed at the annual general meeting on 28 August The net proceeds from the issue of the subscription shares after deducting necessary related expenses are estimated to be approximately HK$153.2 million, which will be used for financing the repayment of the promissory note issued as partial consideration for the acquisition of CSL, the increase of the regulated capital of the Crosby Group, the expansion of the Crosby Group s businesses in institutional brokerage, securities margin financing and principal finance, and as general working capital. Completion of the Acquisition of CSL and CAM On 23 November 2015, the Company completed the acquisition of CSL and CAM respectively as detailed in the announcement dated on the same date. Subsequently, CSL and CAM became indirect wholly-owned subsidiaries of the Company. PURCHASE, SALE OR REDEMPTION OF THE COMPANY S LISTED SECURITIES Neither the Company, nor any of its subsidiaries purchased, sold or redeemed any of the Company s listed securities during the six months ended 30 September CORPORATE GOVERNANCE The Company adopted the Corporate Governance Code set out in Appendix 14 of the Rules Governing the Listing of Securities on the Stock Exchange (the Listing Rules ) (the Code ) as its own code of corporate governance practice. Throughout the interim period under review, the Company has complied with all applicable code provisions under the Code with the exception discussed herein below. Code A.2.1 Pursuant to the code provision under the Code, the roles of chairman and chief executive should be separate and should not be performed by the same individual. The post of chief executive officer of the Group has been vacant since the redesignation of Mr. Lau Ho Ming, Peter as the Executive Chairman of the Company with effect from 25 November He has ceased to act as the chief executive officer of the Group ( CEO ) since then. The role of chief executive officer has been taken up by all executive Directors. The Directors believe such arrangement would achieve a better balance of power and responsibilities. Code A.6.7 Pursuant to the code provision A.6.7 of the Code stipulates that the non-executive Directors should attend general meetings and develop a balanced understanding of the views of the Shareholders. Mr. Wang Zhao was unable to attend the annual general meeting of the Company held on 28 August 2015 as he had other business engagement. Interim Report 2015/

11 Other Information Rule 3.10(1) and 3.21 Pursuant to Rule 3.10 of the Listing Rules, every board of directors of a listed issuer must include at least three independent non-executive directors and where at least one of the independent non-executive directors must have appropriate professional qualifications or accounting or related financial management expertise. The audit committee of a listed issuer must comprise a minimum of three members under Rule 3.21 of the Listing Rules. Upon the resignation of Mr. Chu, Raymond as an independent non-executive Director, the Board comprises seven members with three executive Directors, two non-executive Directors and two independent non-executive Directors. As a result, the number of independent non-executive Directors of the Board will be reduced to two which is below the minimum number under Rule 3.10 of the Listing Rules. The number of members of the audit committee of the Company will be reduced to two which is below the minimum number under Rule 3.21 of the Listing Rules. Upon the appointment of Mr. Wong Wah On, Edward on 24 September 2015, the Company has three independent non-executive Directors, where the Company has duly complied with (a) a listed issuer must have at least three independent non-executive directors under Rule 3.10 of the Listing Rules; and (b) Rule 3.21 of the Listing Rules, which prescribed that a listed issuer s audit committee must comprise a minimum of three members who should all be non-executive directors DIRECTORS SECURITIES TRANSACTIONS The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers (the Model Code ) set out in Appendix 10 of the Listing Rules as the code of conduct regarding securities transactions by the Directors. Having made specific enquiries of all Directors, all the Directors have complied with the required standard set out in the Model Code during the interim period and up to the date of this report. DIRECTORS INTERESTS IN SHARES AND UNDERLYING SHARES OF THE COMPANY As at 30 September 2015, the interests or short positions of the Directors in the shares, underlying shares or debentures of the Company and associated corporations (within the meaning of Part XV of the Securities Futures Ordinance (Charter 571 of the Laws of Hong Kong) ( SFO )) as recorded in the register to be kept under which have to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they are taken or deemed to have under such provisions of the SFO) or which is required, pursuant to section 352 of the SFO, to be recorded in the register referred to therein or which is required to notify the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers ( Model Code ) contained in the Listing Rules, is as follows: Long positions Number of Shares held Number of Percentage Personal Corporate Family Other underlying of issued Name of Director interest interests interests interests Shares Total share capital (Note 1) Lau Ho Ming, Peter 720, ,716,000 4,710, ,146, % (Note 2) (Note 3) Li Man Yee, Stella 720, ,716,000 4,710, ,146, % (Note 2) (Note 3) Poon Pak Ki, Eric 150,000 1,700,000 1,850, % Ng Kam Seng 240,000 1,910,000 2,150, % Wang Zhao 350, , % Leung Po Wing, Bowen Joseph 72, , , % Chan Siu Wing, Raymond 518, , % 10 QUALI-SMART HOLDINGS LIMITED

12 Other Information Notes: 1. This interest represents the interests in the underlying Shares in respect of share options granted by the Company to the Directors as beneficial owners. 2. These Shares are registered in the name of Smart Investor Holdings Limited ( Smart Investor ), a company owned as to 67.4% by Mr. Lau Ho Ming, Peter and 32.6% by Madam Li Man Yee, Stella. As Mr. Lau controls more than one-third of the voting power of Smart Investor, by virtue of the provisions in Part XV of the SFO, Mr. Lau is deemed to be interested in all the Shares held by Smart Investor. Madam Li is the spouse of Mr. Lau. By virtue of the provisions of Part XV of the SFO, Madam Li is deemed to be interested in all the Shares in which Mr. Lau is interested in or deemed to be interested in. 3. Share options were granted to Mr. Lau and Madam Li to subscribe for 2,680,000 Shares and 2,030,000 Shares respectively, totalling 4,710,000 Shares. By virtue of the provisions of Part XV of the SFO, Mr. Lau and Madam Li are deemed to be interested in the underlying shares of each other. Save as those disclosed above, as at 30 September 2015, none of the Directors 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 under Section 352 of the SFO, or as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code. SUBSTANTIAL SHAREHOLDERS As at 30 September 2015, the interests or short positions of substantial Shareholders, other than the Directors or the chief executives of the Company whose interests and short positions in the Shares and of its associated corporations (within the meaning of Part XV of the SFO) as set out above, had 5% or more interests or short positions in the Shares and underlying Shares of the Company as recorded in the register required to be maintained by the Company under Section 336 of the SFO were as follows: Long Positions Total number of Percentage of Name Capacity Shares held shareholding Smart Investor (Note) Beneficial Owner 120,716, % (Note) Lau Ho Ming, Peter Beneficial Owner 720, % Li Man Yee, Stella Beneficial Owner 720, % Note: These Shares were registered in the name of Smart Investor, a company owned as to 67.4% by Mr. Lau Ho Ming, the Executive Chairman, and as to 32.6% by Madam Li Man Yee, Stella, a non-executive Director. SHARE OPTION SCHEME The Company adopted a share option scheme pursuant to a resolution in writing passed by the Shareholders on 3 January 2013 (the Share Option Scheme ) as incentives or rewards for eligible participants who contribute to the Group. Details of the Share Option Scheme are disclosed in note 21 to the consolidated financial statements. On 17 March 2014 (the Grant Date ), options (the Option(s) ) were granted to certain individuals (the Grantees ) to subscribe for a total of 10,800,000 Shares at a subscription price of HK$1.00 per Share, subject to adjustment. The closing price per Share immediately before the Grant Date was HK$0.90. On 3 July 2015 (the Offer Date 2015 ), share options (the Share Option(s) ) were granted to certain individuals (the Grantees ) to subscribe for a total of 13,400,000 Shares at a subscription price of HK$4.07 per Share, subject to adjustment. The closing price per Share immediately before the Offer Date was HK$3.70. Interim Report 2015/

13 Other Information Movements in the outstanding Share Options during the six months ended 30 September 2015 are set out below: As at Granted Exercised Lapsed As at Grant 1 April during during during 30 September Grantees date 2015 period period period 2015 Exercise period Directors Lau Ho Ming, Peter 17/3/2014 2,400,000 (720,000) 1,680,000 17/3/ /3/2024 3/7/2015 1,000,000 1,000,000 3/7/2016 2/7/2025 Poon Pak Ki, Eric 17/3/ ,000 (150,000) 350,000 17/3/ /3/2024 3/7/2015 1,350,000 1,350,000 3/7/2016 2/7/2025 Ng Kam Seng 17/3/ ,000 (240,000) 560,000 17/3/ /3/2024 3/7/2015 1,350,000 1,350,000 3/7/2016 2/7/2025 Li Man Yee, Stella 17/3/2014 2,400,000 (720,000) 1,680,000 17/3/ /3/2024 3/7/ , ,000 3/7/2016 2/7/2025 Chu Sheung Yu, Lawrence (Note 1) 17/3/ ,000 (72,000) 168,000 17/3/ /3/2024 Wang Zhao (Note 2) 3/7/ , ,000 3/7/2016 2/7/2025 Leung Po Wing, Bowen Joseph 17/3/ ,000 (72,000) 168,000 17/3/ /3/2024 3/7/ , ,000 3/7/2016 2/7/2025 Chan Siu Wing, Raymond 17/3/ ,000 (72,000) 168,000 17/3/ /3/2024 3/7/ , ,000 3/7/2016 2/7/2025 Chu, Raymond (Note 3) 17/3/ ,000 (72,000) 168,000 17/3/ /3/2024 Subtotal 7,060,000 5,100,000 (2,118,000) 10,042,000 Continuous contract employee 17/3/ ,000 (36,000) 17/3/ /3/2024 Continuous contract employees 17/3/2014 2,270,000 (681,000) 1,589,000 17/3/ /3/2024 3/7/2015 3,400,000 3,400,000 3/7/2016 2/7/2025 Consultants 17/3/2014 1,200,000 (360,000) 840,000 17/3/ /3/2024 3/7/2015 4,900,000 4,900,000 3/7/2016 2/7/2025 Total 10,566,000 13,400,000 (3,195,000) 20,771,000 Notes: 1. Mr. Chu Sheung Yue, Lawrence resigned as a Non-executive Director of the Company on 1 July Mr. Wang Zhao resigned as a Non-executive Director of the Company on 27 November Mr. Chu, Raymond resigned as an Independent non-executive Director of the Company on 6 July 2015 and was appointed as an executive Director of the Company on 27 November Upon acceptance of the Options, the Company received the consideration of HK$1.00 from each of the Grantees. The Options will be vested in 3 tranches: (i) 30% of the Options shall be exercisable from the date immediately after the first anniversary of the Grant Date until the last day of the respective exercise period; (ii) 30% of the Options shall be exercisable from the date immediately after the second anniversary of the Grant Date until the last day of the respective exercise period; and (iii) 40% of the Options shall be exercisable from the date immediately after the third anniversary of the Grant Date until the last day of the respective exercise period. Save as the above, there has been no share options granted, exercised, lapsed and cancelled during the period ended 30 September QUALI-SMART HOLDINGS LIMITED

14 Other Information CHANGE IN DIRECTOR Mr. Chu, Raymond resigned as an Independent non-executive Director with effect from 6 July 2015 and was re-appointed as an executive Director with effect from 27 November Mr. Wang Zhao resigned as an non-executive Director with effect from 27 November APPOINTMENT OF DIRECTOR Mr. Wong Wah On, Edward was appointed as an independent non-executive Director with effect from 24 September Mr. Wong, aged 52, is currently an executive director of Feishang Anthracite Resources Limited (stock code: 1738), a company listed on the Main Board of the Stock Exchange of Hong Kong. He is also a director of China Natural Resources, Inc. ( CHNR ), a company listed on NASDAQ (stock code: CHNR). He was previously the financial controller, chief financial officer, executive director and company secretary of the CHNR group for over 20 years until January From December 2000 to December 2006, Mr. Wong was an independent non-executive director of a Hong Kong listed company engaged in the trading of construction materials. He has also served as a partner of a certified public accountant firm in Hong Kong since July From October 1992 to December 1994, Mr. Wong was the deputy finance director of Hong Wah (Holdings) Limited, a private investment company. From July 1988 to October 1992, Mr. Wong worked at the audit department of Ernst & Young, Hong Kong, providing professional auditing services to clients in a variety of business sectors. Mr. Wong graduated from the Hong Kong Polytechnic University with a professional diploma in company secretaryship and administration in He was accredited as a certified public accountant (practising) by the Hong Kong Institute of Certified Public Accountants in September 1993, and was admitted as a fellow member in November He was also a fellow member of the Association of Chartered Certified Accountants and an associate member of the Hong Kong Institute of Chartered Secretaries. UPDATE OF DIRECTOR S INFORMATION There has been no update in the biographical details of the Directors except Mr. Chan Siu Wing, Raymond, an independent nonexecutive Director. Mr. Chan s updated biographical detail is as set out below: Mr. Chan Siu Wing, Raymond Mr. Chan Siu Wing, Raymond, aged 51, was appointed as an independent non-executive Director on 3 January Mr. Chan is the chairman of each of the Audit Committee and the Corporate Governance Committee of the Board and a member of the Remuneration Committee of the Board. Mr. Chan has experience of over 25 years in the field of accounting, taxation, finance and trust. He held the office as executive director of ENM Holdings Limited (stock code: 128), a company listed on the Stock Exchange since December 2008 and resigned with effect from 1 January Mr. Chan obtained a Bachelor s Degree in Economics from the University of Sydney in April Mr. Chan is a certified public accountant of the Hong Kong Institute of Certified Public Accountants and a member of the Macau Society of Certified Practicing Accountants. Mr. Chan currently holds the office of an independent non-executive director of each of Phoenitron Holdings Limited (stock code: 8066), a company listed on the Growth Enterprise Market of the Stock Exchange, Nature Home Holding Company Limited (formerly known as Nature Flooring Holding Company Limited) (stock code: 2083), Hong Kong Finance Group Limited (stock code: 1273) National Agricultural Holdings Limited (stock code: 1236) and China Kingstone Mining Holdings Limited (stock code: 1380), these four companies whose shares are listed on the Main Board of the Stock Exchange. Interim Report 2015/

15 Condensed Consolidated Statement of Comprehensive Income Six months ended 30 September Notes (Unaudited) (Unaudited) REVENUE 4 507, ,565 Cost of sales (454,923) (464,740) Gross profit 52,108 57,825 Other income and gains 4 4,234 5,361 Selling expenses (15,809) (13,170) Administrative expenses (37,594) (26,807) Fair value changes in derivative financial assets 5 3,726 Finance costs 6 (4,231) (2,025) PROFIT BEFORE INCOME TAX EXPENSE 5 2,434 21,184 Income tax expense 7 (2,803) (4,423) (LOSS)/PROFIT FOR THE PERIOD (369) 16,761 Other comprehensive income that may be classified to profit or loss in subsequent periods: Exchange differences on translating foreign operations (764) 17 TOTAL COMPREHENSIVE INCOME FOR THE PERIOD (1,133) 16,778 (Loss)/Profit attributable to: Owners of the Company Non-controlling interests (366) 16,761 (3) (369) 16,761 Total comprehensive income attributable to: Owners of the Company (1,130) 16,778 Non-controlling interests (3) (1,133) 16,778 (Losses)/Earnings per share 8 Basic (HK cents) Diluted (HK cents) (0.12) 6.81 (0.12) QUALI-SMART HOLDINGS LIMITED

16 Condensed Consolidated Statement of Financial Position As at 30 September September 31 March Notes (Unaudited) (Audited) NON-CURRENT ASSETS Property, plant and equipment 9 121, ,451 Prepaid land lease payments 9 7,157 7,520 Goodwill 51,759 51,759 Intangible assets 81,000 85,395 Available-for-sale financial assets 10 20,000 Deferred tax assets 1,756 1,756 Total non-current assets 282, ,881 CURRENT ASSETS Inventories , ,160 Trade receivables ,988 74,620 Financial assets at fair value through profit or loss 13 30,085 Prepayments, deposits and other receivables 2,107 1,676 Derivative financial asset 8,866 5,140 Tax recoverable 854 Cash and cash equivalents ,976 67,170 Total current assets 534, ,620 CURRENT LIABILITIES Trade payables ,045 44,603 Receipts in advance, accruals and other payables 33,433 42,589 Interest-bearing bank borrowings 16 87,734 52,772 Derivative financial instruments Income tax payable 2,619 Total current liabilities 306, ,125 NET CURRENT ASSETS 227, ,495 TOTAL ASSETS LESS CURRENT LIABILITIES 510, ,376 NON-CURRENT LIABILITIES Interest-bearing bank borrowings 16 30,200 33,600 Promissory notes 20,650 20,089 Convertible notes 53,087 51,189 Deferred tax liabilities 13,576 14,302 Total non-current liabilities 117, ,180 Net assets 392, ,196 Interim Report 2015/

17 Condensed Consolidated Statement of Financial Position (Continued) As at 30 September September 31 March Notes (Unaudited) (Audited) EQUITY Share capital Reserves , , , ,605 Non-controlling interests Total equity 392, , QUALI-SMART HOLDINGS LIMITED

18 Condensed Consolidated Statement of Changes in Equity tributable to the owners of the Company Convertible Share notes Non Share Share Capital Statutory Translation Other option equity Retained Proposed controlling capital premium reserve reserve reserve reserve reserve reserve earnings dividend Total interests Total HK$ 000 Unaudited for the six months ended 30 September April 2015 (audited) ,406 9, ,861 2,100 2,223 42,725 71, , ,196 Equity settled share-based Transactions (note 21) 4,218 4,218 4,218 Exercise of share options (note 21) 3 4,342 (1,150) 3,195 3,195 Proceeds from placing of new Shares (note 18(b)) 23 88,477 88,500 88,500 Loss for the period (366) (366) (3) (369) Other comprehensive income Exchange differences arising on translation of foreign operations (764) (764) (764) Total Comprehensive income for the period (764) (366) (1,130) (3) (1,133) Transfer to statutory reserve 51 (51) 30 September 2015 (unaudited) ,225 9, ,097 2,100 5,291 42,725 71, , ,976 Unaudited for the six months ended 30 September April 2014 (audited) ,048 9, ,835 2, ,362 4, , ,392 Final dividend paid (4,800) (4,800) (4,800) Equity settled share-based transactions 1,114 1,114 1,114 Proceeds from placing of new shares 37 59,963 60,000 60,000 Issuing expenses of placing new shares (605) (605) (605) Profit for the period 16,761 16,761 16,761 Other comprehensive income Exchange differences arising on translation of foreign operations Total comprehensive income for the period 17 16,761 16,778 16,778 Transfer to statutory reserve 63 (63) Interim dividend declared (8,640) 8, September 2014 (unaudited) ,406 9, ,852 2,100 1,207 92,420 8, , ,879 Interim Report 2015/

19 Condensed Consolidated Statement of Cash Flows Six months ended 30 September (Unaudited) (Unaudited) Net cash flows used in operating activities (41,737) (66,515) Net cash flows used in investing activities (42,857) (12,543) Net cash flows from financing activities 120, ,528 Increase in cash and cash equivalents 35,582 29,470 Cash and cash equivalents at 1 April 67,170 75,240 Effect of exchange rate changes on cash and cash equivalents 224 (5) Cash and cash equivalents at 30 September 102, , QUALI-SMART HOLDINGS LIMITED

20 1. CORPORATE INFORMATION Quali-Smart Holdings Limited (the Company ) was incorporated as an exempted company with limited liability in the Cayman Islands on 14 March 2012 under the Companies Law, Cap 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands. The Company s registered office is located at Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands and its principal place of business in Hong Kong is located at Workshop C on 19th Floor, TML Tower, No. 3 Hoi Shing Road, Tsuen Wan, Hong Kong. The ordinary shares in the capital of the Company (the Shares ) are listed on the Main Board of the Stock Exchange of Hong Kong Limited (the Stock Exchange ). The unaudited condensed consolidated financial statements of the Company and its subsidiaries (collectively known as the Group ) for the six months ended 30 September 2015 ( Interim Condensed Financial Statements ) have been prepared in accordance with Hong Kong Accounting Standard 34 Interim Financial Reporting issued by the Hong Kong Institute of Certified Public Accountants ( HKICPA ) and the applicable disclosure requirements of Appendix 16 of the Rules Governing the Listing of Securities on the Stock Exchange. Interim Condensed Financial Statements have not been audited by the Company s auditor but have been reviewed by the audit committee of the board of directors of the Company ( Board ). The Interim Condensed Financial Statements do not include all the information and disclosures required in the annual financial statements and should be read in conjunction with the audited consolidated financial statements of the Group for the year ended 31 March 2015 (the 2015 Annual Financial Statements ). The Interim Condensed Financial Statements were approved and authorised for issue by the Board on 27 November BASIS OF PREPARATION The accounting policies applied in preparing the Interim Condensed Financial Statements are consistent with those applied in preparing the 2015 Annual Financial Statements, except for the amendments and interpretations of Hong Kong Financial Reporting Standards ( New/amended HKFRSs ) issued by HKICPA which have been become effective in this period as detailed in note 2 of the 2015 Annual Financial Statements. The adoption of such New/amended HKFRSs has no material impact on the accounting policies in the Group s Interim Condensed Financial Statements for the period. 3. OPERATING SEGMENT INFORMATION The Group determines its operating segments based on the reports reviewed by the chief operating decision-maker that are used to make strategic decisions. The chief operating decision-maker considers the business primarily on the assessment of operating performance in each operating unit, which is the basis upon which the Group is organised. Each operating unit is distinguished based on types of goods or services delivered or provided. The following summary describes the operations in each of the Group s reportable segments: Manufacturing and sales of toys; and Digital publishing, mobile and web application solutions. Interim Report 2015/