INTERIM REPORT 2019-2020

Stock Code : 0113

1

CONTENTS

Page

Corporate Information

3

Chairman's Statement

4-5

Review Report to the Board of Directors

6

Consolidated Statement of Profit or Loss

7

Consolidated Statement of Profit or Loss and Other Comprehensive Income

8

Consolidated Statement of Financial Position

9

Consolidated Statement of Changes in Equity

10-11

Condensed Consolidated Cash Flow Statement

12

Notes on the Unaudited Interim Financial Report

13-31

Disclosure of Interests

32-33

Other Information

34-36

2

CORPORATE INFORMATION Board of Directors :

Group Executive Chairman :

Dickson Poon

Executive Directors :

Chan Hon Chung, Johnny Pollux

Lau Yu Hee, Gary

Poon Dickson Pearson Guanda

Independent Non-Executive Directors :

Bhanusak Asvaintra

Nicholas Peter Etches

Fung Yue Ming, Eugene Michael # Leung Kai Hung, Michael *

Company Secretary :

Or Suk Ying, Stella

Audit Committee :

Nicholas Peter Etches (Chairman) Bhanusak Asvaintra

Fung Yue Ming, Eugene Michael # Leung Kai Hung, Michael *

Nomination Committee :

Dickson Poon (Chairman)

Bhanusak Asvaintra

Nicholas Peter Etches

Remuneration Committee :

Bhanusak Asvaintra (Chairman)

Chan Hon Chung, Johnny Pollux

Nicholas Peter Etches

Independent Auditor :

KPMG

Certified Public Accountants,

Hong Kong.

Head Office and Principal

Place of Business :

4th Floor, East Ocean Centre, 98 Granville Road, Tsimshatsui East, Kowloon, Hong Kong.

Registered Office :

Clarendon House,

2 Church Street,

Hamilton HM 11,

Bermuda.

Principal Bankers :

BNP Paribas

Crédit Agricole Corporate and Investment Bank Standard Chartered Bank (Hong Kong) Limited The Hongkong and Shanghai Banking

Corporation Limited

Share Registrar in Hong Kong :

Tricor Tengis Limited

Level 54, Hopewell Centre,

183 Queen's Road East,

Hong Kong.

Share Registrar in Bermuda :

Conyers Corporate Services (Bermuda) Limited

Clarendon House,

2 Church Street,

Hamilton HM 11,

Bermuda.

Place of Share Listing :

The Stock Exchange of Hong Kong Limited

Stock Code :

The Stock Exchange of Hong Kong Limited :

0113

Website :

http://www.dickson.com.hk

* Resigned with effect from 1st August, 2019.

# Appointed with effect from 1st August, 2019.

3

CHAIRMAN'S STATEMENT

FINANCIAL RESULTS AND INTERIM DIVIDEND

For the six months ended 30th September, 2019, the Group's turnover was HK$1,712.9 million, a decrease of 6.6 per cent..

Net profit attributable to equity shareholders was HK$119.0 million (2018 : HK$133.5 million), a decrease of 10.9 per cent.. The Group's investment portfolio contributed a net profit of HK$11.8 million (2018 : HK$10.3 million).

In view of these results, the Board has resolved to declare an interim dividend of HK8 cents (2018 : HK8 cents) per ordinary share.

BUSINESS REVIEW

During the period under review, the Group achieved significant growth in both sales and profit in Hong Kong during the initial few months. However, the retail climate in Hong Kong deteriorated significantly thereafter and Mainland Chinese tourists all but disappeared. In Taiwan, like-for-like profits increased by 169 per cent. as a result of margin improvement and cost and inventory control.

The new Harvey Nichols store at Pacific Place officially opened on 19th September, 2019, and marks the department store's first new format flagship store globally. For the first time, the department store combines its offline services and local product offering with Harvey Nichols' worldwide online product offering. By leveraging interactive digital displays alongside traditional physical display units, the store now showcases over three times the number of products with half the space, thereby enabling an increase in sales density with significantly reduced fixed costs, while offering customers a truly differentiated shopping experience. The new store has been well received since its opening. We are confident that the store and the new model will become a long-term success.

4

FULL YEAR PROSPECTS

The Group is extremely pessimistic about the retail climate in Hong Kong. Trading has been adversely affected and sales have been achieved at the expense of margin. Meanwhile, fixed costs remain very high. Additionally, the Group does not expect a return of Asian and Mainland Chinese tourists in the foreseeable future. Significantly worse result could be expected in the second half of this financial year. With Hong Kong in recession, the future looks bleak.

The Group has always rigorously controlled costs at all levels of operation and will continue to do so.

On the investment side, the Group will continue to seek new investment opportunities to diversify and broaden its earnings base.

With net cash of HK$1,728.0 million and its strong balance sheet, the Group is in a strong position to cope with Hong Kong's recession and the very difficult retail climate.

Dickson Poon

Group Executive Chairman

Hong Kong, 27th November, 2019

5

REVIEW REPORT TO THE BOARD OF DIRECTORS OF DICKSON CONCEPTS (INTERNATIONAL) LIMITED (incorporated in Bermuda with limited liability)

INTRODUCTION

We have reviewed the interim financial report set out on pages 7 to 31 which comprises the consolidated statement of financial position of Dickson Concepts (International) Limited as of 30th September, 2019 and the related consolidated statement of profit or loss, consolidated statement of profit or loss and other comprehensive income and consolidated statement of changes in equity and condensed consolidated cash flow statement for the six month period then ended and explanatory notes. The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited require the preparation of an interim financial report to be in compliance with the relevant provisions thereof and Hong Kong Accounting Standard 34 ("HKAS 34") "Interim financial reporting" issued by the Hong Kong Institute of Certified Public Accountants ("HKICPA"). The directors are responsible for the preparation and presentation of the interim financial report in accordance with HKAS 34.

Our responsibility is to form a conclusion, based on our review, on the interim financial report 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 OF REVIEW

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 HKICPA. A review of the interim financial report 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 report as at 30th September, 2019 is not prepared, in all material respects, in accordance with HKAS 34 "Interim financial reporting".

KPMG

Certified Public Accountants

8th Floor, Prince's Building

10 Chater Road

Central, Hong Kong

Hong Kong, 27th November, 2019

6

The board of Directors ("the Board") of Dickson Concepts (International) Limited ("the Company") announces that the unaudited consolidated results of the Company and its subsidiary companies (together "the Group") for the six months ended 30th September, 2019 together with the comparative figures are as follows :-

CONSOLIDATED STATEMENT OF PROFIT OR LOSS

For the period ended 30th September, 2019

Six months ended 30th September,

2019

2018

(unaudited)

(unaudited)

HK$'000

(restated)

NOTE

HK$'000

Revenue

2

1,712,925

1,834,078

Cost of sales

(956,426)

(951,016)

Gross profit

756,499

883,062

Other income

3

515,268

7,365

Selling and distribution expenses

(931,141)

(623,787)

Administrative expenses

(129,399)

(84,935)

Other operating expenses

(21,511)

(27,340)

Operating profit

189,716

154,365

Finance costs

(18,780)

(15,489)

Share of profit of an associated company

-

1

Profit before taxation

4

170,936

138,877

Taxation

5

(51,927)

(5,380)

Profit for the period attributable to equity

shareholders of the Company

119,009

133,497

Earnings per share (basic and diluted)

6

29.8 cents

33.8 cents

Note :-

The Group has initially applied HKFRS 16 on 1st April, 2019 using the full retrospective approach. Under this approach, comparative information has been restated.

The notes on pages 13 to 31 form part of this interim financial report. Details of dividends payable to equity shareholders of the Company are set out in Note 7.

7

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

For the period ended 30th September, 2019

Six months ended 30th September,

2019 2018

(unaudited) (unaudited) (restated)

HK$'000 HK$'000

Profit for the period

119,009

133,497

Other comprehensive income for the period :

Item that may be reclassified subsequently to profit or loss :

Exchange differences on translation of financial statements

(5,218)

of overseas subsidiary and associated companies (Note a)

(29,181)

Total comprehensive income for the period attributable

to equity shareholders of the Company

113,791

104,316

Notes :-

  1. There is no tax effect relating to the above component of the comprehensive income.
  2. The Group has initially applied HKFRS 16 on 1st April, 2019 using the full retrospective approach. Under this approach, comparative information has been restated.

The notes on pages 13 to 31 form part of this interim financial report.

8

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

At 30th September, 2019

30/9/2019

31/3/2019

1/4/2018

NOTE

(unaudited)

(restated)

(restated)

HK$'000

HK$'000

HK$'000

Non-current assets

51,628

65,212

96,192

Property, plant and equipment

Right-of-use assets

492,209

794,812

857,234

Interest in an associated company

23,000

24,188

25,895

Deferred tax assets

8

2,936

2,958

3,171

Other financial assets

991,062

489,621

239,698

1,560,835

1,376,791

1,222,190

Current assets

344,685

415,440

472,271

Inventories

9

Debtors, deposits and prepayments

375,884

333,497

317,427

Tax recoverable

8

-

1,152

2,138

Other financial assets

172,118

351,612

175,793

Cash and bank balances

2,319,344

1,739,142

1,754,795

3,212,031

2,840,843

2,722,424

Current liabilities

10

591,392

-

126,439

Bank loans

Bills payable

11

-

-

9

Creditors and accruals

528,342

688,030

596,751

Lease liabilities

286,237

373,390

375,077

Taxation

64,392

23,946

18,977

1,470,363

1,085,366

1,117,253

Net current assets

1,741,668

1,755,477

1,605,171

Total assets less current liabilities

3,302,503

3,132,268

2,827,361

Non-current liabilities

780,377

591,987

556,671

Lease liabilities

Deferred tax liabilities

20,572

21,607

24,417

Amount due to an associated company

23,067

23,612

25,272

Net assets

2,478,487

2,495,062

2,221,001

Capital and reserves

12

118,463

119,999

117,975

Share capital

Reserves

2,360,024

2,375,063

2,103,026

Total equity attributable to equity

2,478,487

2,495,062

2,221,001

shareholders of the Company

Note :-

The Group has initially applied HKFRS 16 on 1st April, 2019 using the full retrospective approach. Under this approach, comparative information has been restated.

The notes on pages 13 to 31 form part of this interim financial report.

9

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the period ended 30th September, 2019

Attributable to equity shareholders of the Company

Share

Share

Exchange

Retained

capital

premium

reserve

profits

Total

HK$'000

HK$'000

HK$'000

HK$'000

HK$'000

(unaudited) (unaudited) (unaudited) (unaudited) (unaudited)

Balance at 31st March, 2019

and 1st April, 2019,

as previously reported

119,999

526,415

113,661

1,760,718

2,520,793

Impact of change in

accounting policy on

adoption of HKFRS 16

-

-

42

(25,773)

(25,731)

Restated balance at 1st April, 2019

119,999

526,415

113,703

1,734,945

2,495,062

Dividends approved / paid

in respect of prior year

(Note 7(b))

- by means of cash

-

-

-

(107,673)

(107,673)

Repurchases of shares of

the Company

(1,536)

(21,157)

-

-

(22,693)

Profit for the period

-

-

-

119,009

119,009

Other comprehensive income

for the period

-

-

(5,218)

-

(5,218)

Balance at 30th September, 2019

118,463

505,258

108,485

1,746,281

2,478,487

10

The comparative figures for 2018 are set out as follows :-

Attributable to equity shareholders of the Company

Share

Share

Exchange

Retained

capital

premium

reserve

profits

Total

HK$'000

HK$'000

HK$'000

HK$'000

HK$'000

(unaudited)

(unaudited)

(unaudited)

(unaudited)

(unaudited)

Balance at 1st April, 2018,

as previously reported

117,975

509,856

147,150

1,479,328

2,254,309

Impact of change in

accounting policy on

adoption of HKFRS 16

-

-

-

(33,308)

(33,308)

Restated balance at 1st April, 2018

117,975

509,856

147,150

1,446,020

2,221,001

Dividends approved / paid

in respect of prior year

(Note 7(b))

- by means of cash

-

-

-

(29,275)

(29,275)

- by means of scrip dividend

(Note 12)

5,478

55,695

-

(61,173)

-

Repurchases of shares of

the Company

(566)

(5,960)

-

-

(6,526)

Restated profit for the period

-

-

-

133,497

133,497

Restated other comprehensive

income for the period

-

-

(29,181)

-

(29,181)

Restated balance at

30th September, 2018

122,887

559,591

117,969

1,489,069

2,289,516

Note :-

The Group has initially applied HKFRS 16 on 1st April, 2019 using the full retrospective approach. Under this approach, comparative information has been restated.

The notes on pages 13 to 31 form part of this interim financial report.

11

CONDENSED CONSOLIDATED CASH FLOW STATEMENT

For the period ended 30th September, 2019

Six months ended 30th September,

2019

2018

(unaudited)

(unaudited)

HK$'000

(restated)

HK$'000

Operating profit before changes in working capital (Note a)

778,501

394,675

Changes in working capital (Note b)

70,052

(168,772)

Cash generated from operations

848,553

225,903

Tax paid (net)

(10,366)

(5,568)

Net cash generated from operating activities

838,187

220,335

Payment for purchase of property, plant and equipment

(11,147)

(15,305)

Payment for purchase of other financial assets

(527,064)

(39,235)

Net proceeds from sales / redemption of other financial assets

-

61,661

Decrease in bank deposits with original maturity over three months

921,096

-

Other cash flows arising from investing activities

30,791

23,457

Net cash generated from investing activities

413,676

30,578

Proceeds from new bank loans

591,392

87,882

Capital element of lease rentals paid

(189,448)

(233,293)

Interest element of lease rentals paid

(13,734)

(13,205)

Dividends paid

(107,673)

(29,275)

Other cash flows arising from financing activities

(27,739)

(8,810)

Net cash generated from / (used in) financing activities

252,798

(196,701)

Net increase in cash and cash equivalents

1,504,661

54,212

Cash and cash equivalents at 1st April

818,046

1,754,795

Effect of foreign exchange rate changes

(3,363)

(14,033)

Cash and cash equivalents at 30th September (Note c)

2,319,344

1,794,974

Notes :-

  1. Operating profit before changes in working capital is arrived at after adjusting for depreciation (Note 4), impairment loss on right-of-use assets (Note 4), net realised and unrealised gain / loss on disposal of unlisted equity securities (Note 3), interest income (Note 3) and other non-cash items.
  2. Changes in working capital for the period include decrease in investment in securities held for trading of HK$203,168,000 (2018 : increase of HK$174,439,000).
  3. Cash and cash equivalents represent cash and bank balances at the end of the period.
  4. The Group has initially applied HKFRS 16 on 1st April, 2019 using the full retrospective approach. Under this approach, comparative information has been restated.

The notes on pages 13 to 31 form part of this interim financial report.

12

NOTES ON THE UNAUDITED INTERIM FINANCIAL REPORT

1. PRINCIPAL ACCOUNTING POLICIES

  1. Basis of preparation
    This interim financial report has been prepared in accordance with the applicable disclosure provisions of the Rules Governing the Listing of Securities ("the Listing Rules") on The Stock Exchange of Hong Kong Limited ("the Stock Exchange"), including compliance with Hong Kong Accounting Standard ("HKAS") 34, Interim financial reporting, issued by the Hong Kong Institute of Certified Public Accountants ("HKICPA"). It was authorised for issue on 27th November, 2019.
    This interim financial report has been prepared in accordance with the same accounting policies adopted in the 2019 annual financial statements, except for the accounting policy changes that are expected to be reflected in the 2020 annual financial statements. Details of any changes in accounting policies are set out in Note 1(b).
    The preparation of an interim financial report 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.
    This interim financial report contains condensed consolidated financial statements and selected explanatory notes. The notes include an explanation of events and transactions that are significant to an understanding of the changes in financial position and performance of the Group since the 2019 annual financial statements. The condensed consolidated interim financial statements and notes thereon do not include all of the information required for a full set of financial statements prepared in accordance with Hong Kong Financial Reporting Standards ("HKFRSs").
    This interim financial report is unaudited, but has been reviewed by KPMG 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 HKICPA. KPMG's independent review report to the Board is included on page 6. In addition, this interim financial report has been reviewed by the Company's Audit Committee.

13

  1. Changes in accounting policies
    The HKICPA has issued a new HKFRS, HKFRS 16, Leases, and a number of amendments to HKFRSs that are first effective for the current accounting period of the Group.
    Except for HKFRS 16, Leases, none of the developments have had a material effect on how the Group's results and financial position for the current or prior periods have been prepared or presented in this interim financial report. The Group has not applied any new standard or interpretation that is not yet effective for the current accounting period.
    HKFRS 16, Leases
    HKFRS 16 replaces HKAS 17, Leases, and the related interpretations, HK(IFRIC) 4, Determining whether an arrangement contains a lease, HK(SIC) 15, Operating leases - incentives, and HK(SIC) 27, Evaluating the substance of transactions involving the legal form of a lease. It introduces a single accounting model for lessees, which requires a lessee to recognise a right-of-use asset and a lease liability for all leases, expect for leases that have a lease term of 12 months or less ("short-term leases") and leases of low value assets. The lessor accounting requirements are brought forward from HKAS 17 substantially unchanged.
    The Group has initially applied HKFRS 16 on 1st April, 2019 using the full retrospective approach. Accordingly, the Group has recognised the cumulative effect of applying HKFRS 16 at the start of the earliest comparative period as if the accounting requirements under the new accounting standard had always been applied and restated the comparative information of the financial statements.
    Further details of the nature and effect of the changes to the previous accounting policies are set out below :-
    1. Change in the accounting policies
      1. New definition of a lease
        The change in the definition of a lease mainly relates to the concept of control. HKFRS 16 defines a lease on the basis of whether a customer controls the use of an identified asset for a period of time, which may be determined by a defined amount of use. Control is conveyed where the customer has both the right to direct the use of the identified asset and to obtain substantially all of the economic benefits from that use.
        The Group applies the new definition of a lease in HKFRS 16 retrospectively to all contracts except for short-term leases and leases of low-value assets.

14

  1. Lessee accounting
    HKFRS 16 eliminates the requirement for a lessee to classify leases as either operating leases or finance leases, as was previously required by HKAS 17. Instead, the Group is required to capitalise all leases when it is the lessee, including leases previously classified as operating leases under HKAS 17, other than those short-term leases and leases of low-value assets. As far as the Group is concerned, these newly capitalised leases are primarily in relation to property.
    Where the lease is capitalised, the lease liability is initially recognised at the present value of the lease payments payable over the lease term, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, using a relevant incremental borrowing rate. After initial recognition, the lease liability is measured at amortised cost and interest expense is calculated using the effective interest method. Variable leases payments that do not depend on an index or rate are not included in the measurement of the lease liability and hence are charged to profit or loss in the accounting period in which they are incurred.
    The right-of-use asset recognised when a lease is capitalised is initially measured at cost, which comprises the initial amount of the lease liability plus any lease payments made at or before the commencement date, and any initial direct costs incurred. Where applicable, the cost of the right-of-use assets also includes an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, discounted to their present value, less any lease incentives received.
    The right-of-use asset is subsequently stated at cost less accumulated depreciation and impairment losses.
    The lease liability is remeasured when there is a change in future lease payments arising from a change in an index or rate, or there is a change in the Group's estimate of the amount expected to be payable under a residual value guarantee, or there is a change arising from the reassessment of whether the Group will be reasonably certain to exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit and loss if the carrying amount of the right-of-use asset has been reduced to zero.

15

    1. Lessor accounting
      The accounting policies applicable to the Group as a lessor remain substantially unchanged from those under HKAS 17.
      Under HKFRS 16, when the Group acts as an intermediate lessor in a sublease arrangement, the Group is required to classify the sublease as a finance lease or an operation lease by reference to the right-of-use asset arising from the head lease, instead of by reference to the underlying asset. The adoption of HKFRS 16 does not have a significant impact on the Group's financial statements in this regard.
  1. Critical accounting judgements and sources of estimation uncertainty in applying the above accounting policies.
    Determining the leases term
    As explained in the above accounting policies, the lease liability is initially recognised at the present value of the lease payments payable over the lease term. In determining the lease term at the commencement date for leases that include renewal options exercisable by the Group, the Group evaluates the likelihood of exercising the renewal options taking into account all relevant facts and circumstances that create an economic incentive for the Group to exercise the option, including favourable terms, leasehold improvements undertaken and the importance of that underlying asset to the
    Group's operation. The lease term is reassessed when there is a significant event or significant change in circumstance that is within the Group's control. Any increase or decrease in the lease term would affect the amount of lease liabilities and right-of-use assets recognised in future years.
  2. Impact on the financial results and cash flows of the Group
    After the initial recognition of right-of-use assets and lease liabilities at the inception of the leases, the Group as a lessee is required to recognise interest expense accrued on the outstanding balance of the lease liability and the depreciation of the right-of- use asset, instead of the previous policy of recognising rental expenses incurred under operating leases on a straight-line basis over the lease term. This results in a positive impact on the profit before taxation in the Group's consolidated statement of profit or loss, as compared to the results if HKAS 17 had been applied during the current period.
    In the condensed consolidated cash flow statement, the Group as a lessee is required to split rentals paid under capitalised leases into their capital element and interest element. These elements are classified as financing cash outflows, rather than as operating cash outflows, as was the case for operating leases under HKAS 17. Although total cash flows are unaffected, the adoption of HKFRS 16 therefore results in a change in presentation of cash flows within the condensed consolidated cash flow statement.

16

The following table reconciles the Group's financial results and cash flows for the six months ended 30th September, 2018 as previously reported to the restated results upon the adoption of HKFRS 16.

Effect of

As previously

adoption of

reported

HKFRS 16

As restated

HK$'000

HK$'000

HK$'000

Consolidated statement of

profit or loss for the

corresponding six months ended

30th September, 2018 :-

Selling and distribution expenses

(641,404)

17,617

(623,787)

Administrative expenses

(85,132)

197

(84,935)

Operating profit

136,551

17,814

154,365

Finance costs

(2,284)

(13,205)

(15,489)

Profit before taxation

134,268

4,609

138,877

Profit for the period attributable to

the equity shareholders of

the Company

128,888

4,609

133,497

Earnings per share (HK cent)

32.6

1.2

33.8

Condensed consolidated cash flow

statement for the

corresponding six months ended

30th September, 2018 :-

Net cash (used in) / generated from

operating activities

(26,163)

246,498

220,335

Capital element of lease rentals paid

-

(233,293)

(233,293)

Interest element of lease rentals paid

-

(13,205)

(13,205)

Net cash generated from / (used in)

financing activities

49,797

(246,498)

(196,701)

17

  1. Impact on the consolidated statement of financial position of the Group
    The following table summarises the impact of the adoption of HKFRS 16 on the Group's financial positions as at 1st April, 2018 and 31st March, 2019 respectively.

Effect of

As previously

adoption of

reported

HKFRS 16

As restated

HK$'000

HK$'000

HK$'000

Consolidated statement of

financial position as at

31st March, 2019 :-

Property, plant and equipment

65,347

(135)

65,212

Right-of-use assets

-

794,812

794,812

Creditors, accruals and provisions

(832,999)

144,969

(688,030)

Lease liabilities - current

-

(373,390)

(373,390)

Lease liabilities - non-current

-

(591,987)

(591,987)

Exchange reserve

(113,661)

(42)

(113,703)

Retained profits

(1,760,718)

25,773

(1,734,945)

Consolidated statement of

financial position as at

1st April, 2018 :-

Property, plant and equipment

110,781

(14,589)

96,192

Right-of-use assets

-

857,234

857,234

Creditors, accruals and provisions

(652,546)

55,795

(596,751)

Lease liabilities - current

-

(375,077)

(375,077)

Lease liabilities - non-current

-

(556,671)

(556,671)

Retained profits

(1,479,328)

33,308

(1,446,020)

18

2. REVENUE AND SEGMENTAL INFORMATION

  1. Revenue
    The principal activities of the Group are the Sale of Luxury Goods and Securities Investment.
    Revenue represents the invoiced value of goods sold less discounts and returns, income from concession and consignment sales, net gain / (loss) on debt securities and securities held for trading, dividend income, and interest income from debt securities and short-term bank deposits under Securities Investment segment.
    The amount of each significant category of revenue is as follows :-

Six months ended 30th September,

2019

2018

HK$'000

HK$'000

Revenue from Sale of Luxury Goods

and net income from concession

and consignment sales

780,998

Watches and jewellery

591,247

Cosmetics and beauty products

523,282

634,833

Fashion and accessories

389,023

597,821

1,693,303

1,823,901

Revenue from Securities Investment

19,622

10,177

1,712,925

1,834,078

Information about major customers

The Group sells goods to numerous individual customers without concentration of reliance. There is no disclosable information of major customers under HKFRS 8, Operating segments.

19

  1. Segment reporting
    The Group manages its businesses by divisions. In a manner consistent with the way in which information is reported internally to the Group's most senior executive management for the purpose of resource allocation and performance assessment, the Group has presented the following two reportable segments :-

Sale of Luxury Goods business : The sale of luxury goods to retail and wholesale customers and net income from concession and consignment sales.

Securities Investment business : The investment in listed and unlisted securities.

  1. Segment results
    Information regarding the Group's reportable segments for the six months ended 30th September, 2019 and 30th September, 2018 respectively is set out below.

Sale of

Securities

Total

Luxury Goods

Investment

Six months ended

Six months ended

Six months ended

30th September,

30th September,

30th September,

2019

2018

2019

2018

2019

2018

(restated)

(restated)

HK$'000 HK$'000

HK$'000

HK$'000

HK$'000 HK$'000

Revenue

from

external

1,693,303

19,622

1,712,925

customers

1,823,901

10,177

1,834,078

Reportable

segment

revenue

1,693,303

1,823,901

19,622

10,177

1,712,925

1,834,078

Reportable

segment

profit

107,164

123,187

11,845

10,310

119,009

133,497

Revenue and expenses are allocated to the reportable segments with reference to the sales generated and expenses incurred by those segments. The measure used for reporting segment profit is profit after taxation.

20

  1. Reconciliations of reportable segment revenue and profit or loss
    Revenue and profit
    No reconciliation of revenue and profit after taxation is required as the total reportable segments' figures are equal to the Group's consolidated figures.
  2. Geographical information
    The following table sets out information about the geographical location of (i) the Group's revenue from external customers; and (ii) the Group's property, plant and equipment, right-of-use assets and interest in an associated company. The geographical location of customers is based on the location at which the goods are delivered. The geographical location of the specified non-current assets is based on the physical location of the assets, in the case of property, plant and equipment, and right-of-use assets, and the location of operations, in the case of interest in an associated company.

Revenues from

Specified

external customers

non-current assets

Six months ended

30th September,

2019

2018

30/9/2019

31/3/2019

HK$'000

HK$'000

(restated)

HK$'000

HK$'000

Hong Kong

1,403,553

502,732

(place of domicile)

1,445,125

772,915

Taiwan

259,428

297,397

31,474

40,105

Other territories

49,944

91,556

32,631

71,192

309,372

388,953

64,105

111,297

Total

1,712,925

1,834,078

566,837

884,212

3. OTHER INCOME

Six months ended 30th September,

2019

2018

HK$'000

HK$'000

Net realised and unrealised (loss) / gain on unlisted

(2,371)

equity securities

3,524

Interest income

19,114

7,091

Loss on disposal of property, plant and equipment

(163)

(169)

Net foreign exchange loss

(2,092)

(3,081)

Other income (Note)

500,780

-

515,268

7,365

Note :-

Other income represented amounts received / receivable by the Group for termination / expiration of distribution licences.

21

4. PROFIT BEFORE TAXATION

Six months ended 30th September,

2019

2018

HK$'000

(restated)

HK$'000

Profit before taxation is arrived at after charging :-

Depreciation

12,613

-

property, plant and equipment

15,351

-

right-of-use assets

187,034

237,782

Interest on bank loans

5,046

2,284

Interest on lease liabilities

13,734

13,205

Impairment loss on right-of-use assets

410,000

-

5. TAXATION

Six months ended 30th September,

2019

2018

HK$'000

HK$'000

Current tax - Hong Kong Profits Tax

9,185

Provision for the period

-

Under-provision in respect of prior years

300

24

9,485

24

Current tax - Overseas

42,746

Provision for the period

5,322

(Over) / under-provision in respect of prior years

(304)

35

42,442

5,357

Deferred tax

-

Origination and reversal of temporary differences

(1)

Total income tax expense

51,927

5,380

Taxation in the consolidated statement of profit or loss includes provision for Hong Kong Profits Tax at 16.5 per cent. (2018 : 16.5 per cent.) on the estimated assessable profits for the period after deducting tax losses brought forward from previous years.

Taxation for overseas subsidiary companies is charged at the appropriate current rates of taxation ruling in the relevant countries.

22

6. EARNINGS PER SHARE

The calculation of basic and diluted earnings per share is based on the profit for the period attributable to ordinary equity shareholders of the Company of HK$119,009,000 (2018 (restated) : HK$133,497,000) and the weighted average number of 398,836,290 ordinary shares (2018 : 395,139,314 ordinary shares) in issue during the period.

Weighted average number of ordinary shares

Six months ended 30th September,

2019

2018

Number

Number

of shares

of shares

Thousands

Thousands

Issued ordinary shares at 1st April

399,998

393,251

Effect of scrip dividend

-

2,095

Effect of shares repurchased

(1,162)

(207)

Weighted average number of ordinary shares

398,836

at 30th September

395,139

7. DIVIDENDS

Six months ended 30th September,

2019 2018

HK$'000 HK$'000

  1. Interim dividend declared after the interim period

end : HK8 cents (2018 : HK8 cents)

31,536

per ordinary share

32,463

  1. Final dividend in respect of the previous financial year, approved and paid during the interim period, of HK27 cents (for the year ended 31st March, 2018 :

HK23 cents) per ordinary share

107,673

90,448

23

8. OTHER FINANCIAL ASSETS

30/9/2019

31/3/2019

HK$'000

HK$'000

Non-current assets

766,610

Listed debt securities measured at amortised cost

264,911

Unlisted equity securities designated at fair value

224,452

through profit or loss

224,710

991,062

489,621

Current assets

93,708

Listed debt securities measured at amortised cost

70,034

Investment in securities held for trading at fair value

78,410

70,219

Listed equity securities held for trading

-

211,359

172,118

351,612

1,163,180

841,233

9. DEBTORS, DEPOSITS AND PREPAYMENTS

Included in debtors, deposits and prepayments are trade debtors (net of loss allowance) with the following ageing analysis based on due date as at the end of the reporting period :-

30/9/2019

31/3/2019

HK$'000

HK$'000

Current

78,578

127,954

Over 60 days overdue

83

136

78,661

128,090

Trade debtors are due within 30 to 90 days from the date of billing.

All debtors, deposits and prepayments of the Group, apart from certain rental deposits totalling HK$109,839,000 (as at 31st March, 2019 : HK$133,203,000), are expected to be recovered or recognised as an expense within one year.

24

10. BANK LOANS

At the end of the reporting period, the bank loans were repayable within one year and secured as follows :-

30/9/2019

31/3/2019

HK$'000

HK$'000

Secured

591,392

-

591,392

-

At 30th September, 2019, the banking facilities of a subsidiary company were secured by a charge over certain listed debt securities with total carrying value of HK$860,318,000.

The effective borrowing interest rate at 30th September, 2019 for the Group was 2.57 per cent..

11. CREDITORS AND ACCRUALS

30/9/2019

31/3/2019

HK$'000

(restated)

HK$'000

Trade creditors

188,355

273,117

Contract liabilities

15,800

16,711

Net defined benefit asset

(844)

(850)

Other creditors and accruals

325,031

399,052

528,342

688,030

Included in creditors and accruals are trade creditors with the following ageing analysis based on due date as at the end of the reporting period :-

30/9/2019

31/3/2019

HK$'000

HK$'000

Current

186,337

272,918

1 to 30 days overdue

146

151

31 to 60 days overdue

1,279

32

Over 60 days overdue

593

16

188,355

273,117

25

12. SHARE CAPITAL

30/9/2019

31/3/2019

Number

Nominal

Number

Nominal

of shares

value

of shares

value

Thousands

HK$'000

Thousands

HK$'000

Authorised :-

518,000

155,400

Ordinary shares of HK$0.30 each

518,000

155,400

Issued and fully paid :-

Ordinary shares of HK$0.30 each

399,998

119,999

Balance brought forward

393,251

117,975

New ordinary shares issued

-

-

under scrip dividend scheme

18,260

5,478

Repurchases of shares

(5,120)

(1,536)

(11,513)

(3,454)

Balance carried forward

394,878

118,463

399,998

119,999

During the year ended 31st March, 2019, 18,260,477 new fully paid ordinary shares were issued and allotted at HK$3.35 per ordinary share to the shareholders who elected to receive new ordinary shares in lieu of cash pursuant to the scrip dividend scheme in relation to the final dividend for the year ended 31st March, 2018.

During the year ended 31st March, 2019, the Company repurchased a total of 11,513,500 ordinary shares on the Stock Exchange at an aggregate purchase price (excluding expenses) of HK$42,404,220. Such repurchased shares were subsequently cancelled during the year ended 31st March, 2019 and on 16th April, 2019 respectively. Details of the ordinary shares repurchased on the Stock Exchange during the year ended 31st March, 2019 are as follows :-

Highest

Lowest

Aggregate

Number of

purchase

purchase

purchase

ordinary

price per

price per

price

Month of

shares

ordinary

ordinary

(excluding

repurchase

repurchased

share

share

expenses)

HK$

HK$

HK$

August 2018

346,000

3.45

3.40

1,186,170

September 2018

1,543,500

3.51

3.41

5,323,755

October 2018

3,832,000

3.55

3.41

13,370,755

December 2018

3,989,000

3.88

3.79

15,452,435

January 2019

256,500

3.85

3.62

967,030

February 2019

641,500

3.90

3.76

2,479,135

March 2019

905,000

4.05

3.80

3,624,940

26

During the six months ended 30th September, 2019, the Company repurchased a total of 5,120,000 ordinary shares on the Stock Exchange at an aggregate purchase price (excluding expenses) of HK$22,596,905 and such repurchased shares were subsequently cancelled during the reporting period and on 3rd October, 2019 and 17th October, 2019. Details of the ordinary shares repurchased on the Stock Exchange during the reporting period are as follows :-

Highest

Lowest

Aggregate

Number of

purchase

purchase

purchase

ordinary

price per

price per

price

Month of

shares

ordinary

ordinary

(excluding

repurchase

repurchased

share

share

expenses)

HK$

HK$

HK$

July 2019

1,462,500

4.95

4.35

6,899,540

August 2019

1,393,000

4.50

4.13

5,966,755

September 2019

2,264,500

4.30

4.19

9,730,610

Subsequent to the end of the reporting period and up to the date of this report, the Company repurchased a total of 675,500 ordinary shares on the Stock Exchange at an aggregate purchase price (excluding expenses) of HK$2,882,190. Such repurchased shares were subsequently cancelled on 1st November, 2019. Details of the ordinary shares repurchased after the end of the reporting period are as follows :-

Highest

Lowest

Aggregate

Number of

purchase

purchase

purchase

ordinary

price per

price per

price

Month of

shares

ordinary

ordinary

(excluding

repurchase

repurchased

share

share

expenses)

HK$

HK$

HK$

October 2019

675,500

4.28

4.18

2,882,190

As a result of the above share repurchases, the issued share capital of the Company was accordingly reduced by the par value of the aforesaid repurchased ordinary shares which were cancelled during the reporting period and on 3rd October, 2019, 17th October, 2019 and 1st November, 2019. As at the date of this report, the number of issued shares of the Company is 394,202,808 ordinary shares.

The directors believe that the above share repurchases are in the best interests of the Company and its shareholders and that such shares repurchases would lead to an enhancement of the net assets value and / or earnings per share of the Company.

27

13. MATERIAL RELATED PARTY TRANSACTIONS

The following material transactions with related parties were in the opinion of the directors carried out in the ordinary and usual course of business and on normal commercial terms :-

  1. Transactions with an associated company :-
    There were no transactions with an associated company during the six months ended
    30th September, 2019 and 30th September, 2018 and no amount due from an associated company at 30th September, 2019 and 31st March, 2019. The amount due to an associated company at 30th September, 2019 amounted to HK$23,067,000 (at 31st March, 2019 : HK$23,612,000), which is interest free, unsecured and has no fixed term of repayment.
  2. Transactions with companies in which a director of the Company has beneficial interests :-

Six months ended 30th September,

2019

2018

HK$'000

HK$'000

Sales of goods

20,733

5,079

Purchases of goods

16,160

12,240

Income from the provision of management and

2,632

supporting service

4,204

Rental income

3,754

8,250

Advertising and promotion service expenses

4,166

4,060

Commission expenses

2,822

2,832

The amounts due from these companies at 30th September, 2019 amounted to HK$5,227,000 (at 31st March, 2019 : HK$2,938,000) and the amounts due to these companies at 30th September, 2019 amounted to HK$5,298,000 (at 31st March, 2019 : HK$16,171,000), which are interest free, unsecured and have repayment terms ranging from 20 days to 90 days. The amounts due from these companies are included in debtors, deposits and prepayment (Note 9) and the amounts due to these companies are included in creditors and accruals (Note 11).

28

14. CAPITAL COMMITMENTS

Capital commitments outstanding at 30th September, 2019 not provided for in the consolidated financial statements were as follows :-

30/9/2019

31/3/2019

HK$'000

HK$'000

Contracted for

323

952

Authorised but not contracted for

-

48

323

1,000

15. CONTINGENT LIABILITIES

At 30th September, 2019, the Company had the following contingent liabilities in respect of :-

  1. Guarantees of HK$933,527,000 (at 31st March, 2019 : HK$1,003,455,000) given to banks to secure facilities granted to certain subsidiary companies. The facilities were utilised to the extent of HK$96,831,000 (at 31st March, 2019 : HK$112,233,000) at the end of the reporting period.
  2. Guarantees given to licensors to guarantee the performance by certain subsidiary companies of obligations under certain agreements. The amount due under the agreements was HK$1,791,000 (at 31st March, 2019 : HK$15,273,000) at the end of the reporting period.

As at the end of the reporting period, the directors do not consider it probable that a claim will be made against the Company under any of the guarantees. No provision was therefore made in this respect at 30th September, 2019 and 31st March, 2019.

29

16. FAIR VALUE MEASUREMENT

  1. Other financial assets carried at fair value
    1. Fair value hierarchy
      The following table presents the fair value of the Group's financial instruments measured at the end of the reporting period on a recurring basis, categorised into the three-level fair value hierarchy as defined in HKFRS 13, Fair value measurement. The level into which a fair value measurement is classified is determined with reference to the observability and significance of the inputs used in the valuation technique as follows :-
      • Level 1 valuations: Fair value measured using only Level 1 inputs i.e. unadjusted quoted prices in active markets for identical assets or liabilities at the measurement date
      • Level 2 valuations: Fair value measured using Level 2 inputs i.e. observable inputs which fail to meet Level 1, and not using significant unobservable inputs. Unobservable inputs are inputs for which market data are not available
      • Level 3 valuations: Fair value measured using significant unobservable inputs

Level 1

Level 2

Level 3

Total

HK$'000

HK$'000

HK$'000

HK$'000

At 30th September, 2019

Recurring fair value measurements

Other financial assets

Investment in securities held for

-

78,410

-

78,410

trading at fair value

Unlisted equity securities

designated at fair value through

-

-

224,452

224,452

profit or loss

-

78,410

224,452

302,862

At 31st March, 2019

Recurring fair value measurements

Other financial assets

Listed equity securities held for

trading

211,359

-

-

211,359

Investment in securities held for

trading at fair value

-

70,219

-

70,219

Unlisted equity securities

designated at fair value through

profit or loss

-

-

224,710

224,710

211,359

70,219

224,710

506,288

During the six months ended 30th September, 2019, there were no transfers among different levels of fair value hierarchy.

30

    1. Valuation techniques and inputs used in Level 2 fair value measurements
      As at 30th September, 2019, the fair value of the Group's Level 2 financial instruments is determined based on executable quotes provided by investment fund managers.
      As at 31st March, 2019, the fair value of the Group's Level 2 financial instruments is based on valuation techniques taking into account the market closing prices of the underlying equity securities and / or volatilities and interest rates, which are observable market data, at the end of the reporting period.
    2. Information about Level 3 fair value measurements
      The Group's Level 3 financial instruments represent unlisted equity securities which their fair values are based on unobservable inputs. The directors of the Group perform the valuation on Level 3 financial instruments for financial reporting purposes. Their fair values have been determined using adjusted recent financing approach or with reference to the pricing of the recent transactions.
  1. Fair value of other financial assets carried at other than fair value
    The carrying amounts of the Group's other financial assets carried at amortised cost are not materially different from their fair values as at 30th September, 2019 and 31st March, 2019.

17. COMPARATIVE FIGURES

The Group has initially applied HKFRS 16 on 1st April, 2019 using the full retrospective approach. Accordingly, the comparative figures have been restated as if the accounting requirements under HKFRS 16 had always been applied. Further details of the changes in accounting policies are disclosed in Note 1(b).

31

DISCLOSURE OF INTERESTS

DIRECTORS' INTERESTS

As at 30th September, 2019, the interests and short positions of the directors in the shares, underlying shares and debentures of the Company and its associated corporations (within the meaning of Part XV of the Securities and Futures Ordinance ("the SFO")) as recorded in the register required to be kept by the Company under Section 352 of the SFO or as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers ("the Directors' Model Code") as set out in Appendix 10 of the Listing Rules were as follows :-

Dickson Concepts (International) Limited

Ordinary shares of HK$0.30 each

Personal

Family

Corporate

Other

Name of Director

Capacity

Interests

Interests

Interests

Interests

Total

Percentage(ii)

Dickson Poon

Beneficial owner

17,361

-

-

230,707,565(i)

230,724,926

58.10

and trust founder

Poon Dickson

Beneficial owner

83,000

-

-

-

83,000

0.02

Pearson Guanda

Notes :-

  1. These shares are held through two trusts.
  2. Percentage which the aggregate long position in shares represents to the issued share capital of the Company.

In addition, Sir Dickson Poon and Mr. Poon Dickson Pearson Guanda are deemed to be interested in the share capital of all the subsidiary and associated companies of the Company by virtue of their interests in the Company.

Save as referred to above, as at 30th September, 2019, none of the directors had any interest or short position in the shares, underlying shares or debentures of the Company or any associated corporations (within the meaning of Part XV of the SFO) which are recorded in the register required to be kept by the Company under Section 352 of the SFO or which are notified to the Company and the Stock Exchange pursuant to the Directors' Model Code.

As at 30th September, 2019, no share options had been granted to the directors under the Share Option Scheme.

32

SUBSTANTIAL SHAREHOLDERS' AND OTHER PERSONS' INTERESTS

As at 30th September, 2019, the interests and short positions of the persons (other than the directors) in the shares and underlying shares of the Company as recorded in the register required to be kept by the Company under Section 336 of the SFO were as follows :-

Dickson Concepts (International) Limited

Ordinary shares

Capacity

Name of shareholder

of HK$0.30 each

Percentage(iii)

Yu Kwai Chu, Pearl

230,724,926(i)

58.10

Interest of spouse

Dickson Investment Holding (PTC)

230,707,565(ii)

58.09

Trustee

Corporation ("DIHPTC")

Paicolex Trust Company (BVI) Limited

230,707,565(ii)

58.09

Trustee

("Paicolex BVI")

Paicolex Trust Management AG

230,707,565(ii)

58.09

Trustee

("Paicolex AG")

Brandes Investment Partners, L.P.

19,984,650

5.03

Investment manager

Notes :-

  1. These shares refer to the family interest attributable to Sir Dickson Poon, the spouse of Ms. Yu Kwai Chu, Pearl.
  2. These shares refer to the same block of shares. DIHPTC, Paicolex BVI and Paicolex AG are trustees of two trusts. These shares are also included in the 230,707,565 shares which were disclosed as "Other Interests" of Sir Dickson Poon in the "Directors' Interests" section of this report. Sir Dickson Poon is a director of DIHPTC.
  3. Percentage which the aggregate long position in shares represents to the issued share capital of the Company.

Save as disclosed above and in the "Directors' Interests" section of this report, the Company has not been notified by any person who had an interest or short position in the shares or underlying shares of the Company as at 30th September, 2019 which is required to be notified to the Company pursuant to Part XV of the SFO or which is recorded in the register required to be kept by the Company under Section 336 of the SFO.

33

OTHER INFORMATION

EMPLOYMENT AND REMUNERATION POLICIES

As at 30th September, 2019, the Group had 997 (2018 : 1,393) employees. Total staff costs (including

directors' emoluments) amounted to HK$237.8 million (2018 : HK$210.8 million). Remuneration policies are reviewed regularly by the Board and by the Remuneration Committee in respect of directors and senior management. Remuneration packages are structured to take into account the level and composition of pay and the general market conditions in the respective countries and businesses in which the Group operates. Details of the share option scheme ("the Share Option Scheme") were disclosed in the Company's 2019 annual report ("the 2019 Annual Report"). No share options were granted or exercised under the Share Option Scheme during the period under review.

LIQUIDITY AND FINANCIAL RESOURCES

During the six months ended 30th September, 2019, the Group's net cash generated from operating activities was HK$838.2 million. It was utilised to finance HK$527.1 million purchase of other financial assets, HK$203.2 million lease rentals payment and HK$107.7 million final dividend payment.

The Group's net liquid financial resources as at 30th September, 2019 stood at HK$1,728.0 million, represented by cash and bank balances of HK$2,319.4 million less short-term bank borrowings of HK$591.4 million.

The Group also maintains substantial uncommitted short-term loan facilities with selected international banks for day-to-day requirements and funding flexibility. Utilisation of these facilities over and above prevailing levels during the second half of the current financial year is not anticipated given the Group's net cash position.

FOREIGN CURRENCY EXPOSURE AND FINANCIAL MANAGEMENT

Merchandise purchased by the Group is mainly denominated in United States Dollars, Euros, Pounds Sterling and Swiss Francs. Where appropriate, forward foreign exchange contracts are utilised to purchase the relevant currency to settle amounts due and it is the Group's policy that such foreign exchange contracts or foreign currency purchases are strictly limited to approved purchase budget amounts or actual purchase commitments.

Exposure to fluctuations in the exchange rate of regional currencies in respect of the Group's overseas operations is minimised by utilising local currency borrowings, where necessary, to fund working capital and capital expenditure requirements with repayment from funds generated from local sales.

Financial risk management for the Group is the responsibility of the treasury department based in Hong Kong which implements the policies and guidelines issued by the Board. Surplus cash is held mainly in United States Dollars, New Taiwan Dollars, Hong Kong Dollars and Renminbi with the majority placed on short-term deposits with established international banks.

As at 30th September, 2019, the Group's current ratio, being current assets divided by current liabilities, was 2.2 times compared to 2.6 times (restated) as at 31st March, 2019. The Group has maintained a net surplus cash position throughout the period under review and its gearing ratio, being total bank borrowings net of cash balances as a percentage of consolidated capital and reserves is Nil (as at 31st March, 2019 : Nil).

34

INTERIM DIVIDEND

In view of the results, the Board has resolved to declare an interim dividend of HK8 cents (2018 : HK8 cents) per ordinary share. The interim dividend represents a dividend payout ratio of 26.50 per cent. (2018 (restated) : 24.32 per cent.) and will absorb a total of about HK$31.54 million (2018 : HK$32.46 million). Shareholders whose names appear in the Register of Members of the Company on Friday, 3rd January, 2020 will be entitled to the interim dividend which will be paid on Friday, 17th January, 2020.

CLOSURE OF REGISTER OF MEMBERS

For the purpose of ascertaining shareholders' entitlement to the interim dividend, the Register of Members of the Company will be closed from Thursday, 2nd January, 2020 to Friday, 3rd January, 2020, both days inclusive, during which period no transfer of shares will be effected. In order to qualify for the interim dividend, all transfers accompanied by the relevant share certificates must be lodged with the Company's Hong Kong Branch Registrar, Tricor Tengis Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not later than 4:30 p.m. on Tuesday, 31st December, 2019.

SHARE PURCHASE, SALE AND REDEMPTION

Details of ordinary shares repurchased by the Company on the Stock Exchange during the period under review are set out in Note 12 on pages 26 and 27 of this report.

Save as disclosed in Note 12, there was no purchase, sale or redemption by the Company, or any of its subsidiary companies, of the Company's ordinary shares during the period under review and up to the date of this report.

SHARE OPTION SCHEME

As at 30th September, 2019, no share options had been granted to any of the directors or employees of the Company or any of its subsidiary companies under the Share Option Scheme.

CORPORATE GOVERNANCE PRACTICES

The Company is committed to maintaining high standards of corporate governance. The Company recognises that corporate governance practices are fundamental to the smooth, effective and transparent operation of a company and its ability to attract investment, protect the rights of shareholders and enhance shareholder value.

The Company has applied the principles and complied with all the code provisions of the Corporate Governance Code ("the CG Code") as set out in Appendix 14 of the Listing Rules throughout the period under review except code provision A.2.1 of the CG Code as the functions of the Chief Executive Officer are now performed by Sir Dickson Poon, the Group Executive Chairman.

Detailed information on the Company's other corporate governance practices was set out in the Corporate Governance Report included in the 2019 Annual Report.

35

DIRECTORS' SECURITIES TRANSACTIONS

The Company has adopted the Directors' Model Code as set out in Appendix 10 of the Listing Rules as the code for securities transactions by the directors. Having made specific enquiries of all directors, all directors confirmed that they have complied with the required standard as set out in the Directors' Model Code throughout the period under review.

CHANGES IN DIRECTORS' INFORMATION

There have been changes in directors' information since the date of the 2019 Annual Report that are required to be disclosed pursuant to Rules 13.51B(1) and 13.51(B)(2) of the Listing Rules are as follows :-

Mr. Leung Kai Hung, Michael resigned as an Independent Non-Executive Director ("INED") and a member of the Audit Committee of the Company both with effect from 1st August, 2019 while Mr. Fung Yue Ming, Eugene Michael was appointed as an INED and a member of the Audit Committee of the Company both with effect from 1st August, 2019 in place of Mr. Leung Kai Hung, Michael, the details of which were disclosed in the announcement of the Company dated 29th July, 2019.

Save as disclosed above, there was no other change of directors' information since the date of the 2019 Annual Report that is required to be disclosed pursuant to Rules 13.51B(1) and 13.51(B)(2) of the Listing Rules.

REVIEW OF GROUP INTERIM RESULTS

The Audit Committee has reviewed the unaudited consolidated interim results of the Group for the six months ended 30th September, 2019 with the Board.

As at the date of this report, the Board comprises :-

Executive Directors:

Independent Non-Executive Directors:

Dickson Poon (Group Executive Chairman)

Bhanusak Asvaintra

Chan Hon Chung, Johnny Pollux

Nicholas Peter Etches

Lau Yu Hee, Gary

Fung Yue Ming, Eugene Michael

Poon Dickson Pearson Guanda

By Order of the Board

Or Suk Ying, Stella

Company Secretary

Hong Kong, 27th November, 2019

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Dickson Concepts (International) Ltd. published this content on 11 December 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 11 December 2019 08:45:08 UTC