Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

HENGDELI HOLDINGS LIMITED

亨 得 利 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3389)

2020 INTERIM RESULTS

FINANCIAL HIGHLIGHTS

For the six months ended 30 June

2020

2019

YoY change

RMB'000

RMB'000

(Unaudited)

(Unaudited)

(%)

Revenue

651,831

1,361,170

-52.1

Gross profit margin

12.5%

18.5%

-600 bps

(Loss)/profit for the period

(71,317)

33,414

-313.4

(Loss)/profit attributable to equity shareholders

(70,961)

of the Company

29,925

-337.1

INTERIM RESULTS

The board of directors ("the Board") of Hengdeli Holdings Limited ("the Company") is pleased to present the unaudited consolidated interim results of the Company and its subsidiaries ("the Group") for the six months ended 30 June 2020, along with the comparative figures and selected explanatory notes, which are prepared in accordance with the Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants, and have been reviewed by the Audit Committee of the Company.

1

CONSOLIDATED STATEMENT OF PROFIT OR LOSS For the six months ended 30 June 2020 - unaudited (Expressed in Renminbi)

Six months ended 30 June

2020

2019

Note

RMB'000

RMB'000

Revenue

2

651,831

1,361,170

Cost of sales

(570,054)

(1,108,837)

Gross profit

81,777

252,333

Other revenue

3(a)

23,884

20,656

Other net loss

3(b)

(13,657)

(4,477)

Distribution costs

(78,995)

(139,596)

Administrative expenses

(81,193)

(78,369)

(Loss)/profit from operations

(68,184)

50,547

Finance costs

4(a)

(4,944)

(5,320)

(Loss)/profit before taxation

4

(73,128)

45,227

Income tax

5

1,811

(11,813)

(Loss)/profit for the period

(71,317)

33,414

Attributable to:

Equity shareholders of the Company

(70,961)

29,925

Non-controlling interests

(356)

3,489

(Loss)/profit for the period

(71,317)

33,414

(Loss)/earnings per share

6

Basic

RMB(0.015)

RMB0.006

Diluted

RMB(0.015)

RMB0.006

2

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

For the six months ended 30 June 2020 - unaudited (Expressed in Renminbi)

Six months ended 30 June

2020

2019

Note

RMB'000

RMB'000

(Loss)/profit for the period

(71,317)

33,414

Other comprehensive income for the period

(after tax and reclassification adjustments)

Item that may be reclassified subsequently

to profit or loss:

Exchange differences on translation of overseas

subsidiaries' financial statements

41,177

2,123

41,177

2,123

Items that will not be reclassified subsequently

to profit or loss:

Equity investments at fair value through other

comprehensive income - net movement in

fair value reserve (non-recycling)

8

62,391

4,858

Exchange differences on translation of equity

investments at fair value through other

comprehensive income

8

4,847

1,974

Exchange differences on translation of the

Company's financial statements

16,007

3,655

83,245

10,487

Total comprehensive income for the period

53,105

46,024

Attributable to:

Equity shareholders of the Company

52,719

42,679

Non-controlling interests

386

3,345

Total comprehensive income for the period

53,105

46,024

3

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

At 30 June 2020 - unaudited

(Expressed in Renminbi)

At 30 June At 31 December

2020

2019

Note

RMB'000

RMB'000

Non-current assets

Investment properties

135,897

137,738

Property, plant and equipment

7

506,544

538,087

642,441

675,825

Intangible assets

1,629

1,724

Goodwill

67,352

66,502

Other investments

8

517,330

400,184

Prepayment and deposits

10

14,840

21,333

Deferred tax assets

40,342

34,003

1,283,934

1,199,571

Current assets

Inventories

9

1,186,084

1,309,758

Trade and other receivables

10

601,245

416,263

Current tax recoverable

2,232

2,192

Deposits with banks

11

190,916

548,115

Cash and cash equivalents

12

1,186,946

1,165,169

3,167,423

3,441,497

Current liabilities

Trade and other payables and contract liabilities

13

151,072

221,453

Bank loans

14

63,830

142,094

Lease liabilities

82,302

121,586

Current taxation

13,914

25,816

311,118

510,949

Net current assets

2,856,305

2,930,548

Total assets less current liabilities

4,140,239

4,130,119

4

CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)

At 30 June 2020 - unaudited (Expressed in Renminbi)

At 30 June At 31 December

2020

2019

Note

RMB'000

RMB'000

Non-current liabilities

Bank loans

14

77,077

74,523

Lease liabilities

29,920

72,053

Deferred tax liabilities

2,478

1,956

109,475

148,532

NET ASSETS

4,030,764

3,981,587

CAPITAL AND RESERVES

15

Share capital

22,337

22,337

Reserves

3,924,953

3,872,278

Total equity attributable to equity shareholders

of the Company

3,947,290

3,894,615

Non-controlling interests

83,474

86,972

TOTAL EQUITY

4,030,764

3,981,587

5

CONDENSED CONSOLIDATED CASH FLOW STATEMENT

For the six months ended 30 June 2020 - unaudited

(Expressed in Renminbi)

Six months ended 30 June

2020

2019

Note

RMB'000

RMB'000

Operating activities

Cash generated from operations

30,744

131,427

Income tax paid

(15,398)

(5,423)

Net cash generated from operating activities

15,346

126,004

Investing activities

Payment for the purchase of

property, plant and equipment

(29,399)

(29,333)

Decrease in deposits with banks

363,899

259,555

Payment for advances to third parties

(163,509)

(144,539)

Payment for purchase of other investments

(46,900)

(99,765)

Other cash flows arising from investing activities

24,239

10,003

Net cash generated from/(used in) investing activities

148,330

(4,079)

Financing activities

Capital element of lease rentals paid

(72,051)

(53,295)

Interest element of lease rentals paid

(2,355)

(2,581)

Other cash flows arising from financing activities

(82,439)

(53,410)

Net cash used in financing activities

(156,845)

(109,286)

Net increase in cash and cash equivalents

6,831

12,639

Cash and cash equivalents at 1 January

12

1,165,169

1,551,003

Effect of foreign exchange rates changes

14,946

5,629

Cash and cash equivalents at 30 June

12

1,186,946

1,569,271

6

NOTES TO THE UNAUDITED INTERIM FINANCIAL REPORT

(Expressed in Renminbi unless otherwise indicated)

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 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 18 August 2020.

The interim financial report has been prepared in accordance with the same accounting policies adopted in the 2019 annual financial statements.

The preparation of an interim financial report inconformity 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 full set of financial statements prepared in accordance with Hong Kong Financial Reporting Standards ("HKFRSs").

The financial information relating to the financial year ended 31 December 2019 that is included in the interim financial report as comparative information does not constitute the Company's statutory annual consolidated financial statements for that financial year but is derived from those financial statements. Statutory annual consolidated financial statements for the year ended 31 December 2019 are available from the Company's registered office. The auditor had expressed an unqualified opinion on those financial statements in their report dated 5 June 2020.

2 SEGMENT REPORTING

The Group manages its businesses by divisions, which are organised by a mixture of both business lines (products and services) and geography (mainly in Hong Kong and Taiwan/Malaysia). 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, and given the importance of retail division to the Group, the Group's retail business is separated into the following two reportable segments on a geographical and products and services basis, as the divisional managers for each of these regions report directly to the senior executive team. All segments primarily derive their retail revenue through their own retail network. No operating segments have been aggregated to form the following reportable segments.

7

  1. Disaggregation of revenue
    Disaggregation of revenue from contracts with customers by major products or service lines and geographical location of customers is as follows:

Six months ended 30 June

2020

2019

RMB'000

RMB'000

Revenue from contracts with customers within

the scope of HKFRS 15

Disaggregated by major products or service lines

- Revenue from sales of watches and jewellery

399,959

966,540

- Revenue from manufacturing of watch accessories

122,796

183,036

- Revenue from provision of shop design and decoration service

85,706

108,094

- Revenue from other businesses

43,370

103,500

651,831

1,361,170

Revenue from other sources

- Gross rentals from investment properties

550

1,530

652,381

1,362,700

Disaggregated by geographical location

of customers

- Hong Kong Region (place of domicile)

312,572

864,834

- Mainland China

252,112

393,957

- Taiwan Region/Malaysia

87,697

103,909

339,809

497,866

652,381

1,362,700

Revenue from sales of watches, jewellery and related accessories is recognised to be the point in time.

Revenue from provision of shop design and decoration service is recognised progressively over time.

The geographical analysis above includes property rental income from external customers in Hong Kong Region and Mainland China for the six months ended 30 June 2020 of RMB550,000 (six months ended 30 June 2019: RMB1,530,000).

8

  1. Information about profit or loss and assets
    For the purposes of assessing segment performance and allocating resources between segments, the Group's senior executive management monitors the profit or loss and assets attributable to each reportable segment on the following basis:
    Revenue and expenses are allocated to the reportable segments with reference to sales generated by those segments and the expenses incurred by those segments. However, other than reporting inter-segment sales, assistance provided by one segment to another, including sharing of assets, is not measured.
    The measure used for reporting segment profit is "gross profit".
    Segment assets represent inventories only, without eliminating the unrealised inter-segment profits.

Information regarding the Group's reportable segments as provided to the Group's most senior executive management for the purposes of resource allocation and assessment of segment performance for the period is set out below.

Retail

All others

Total

Hong Kong Region

Taiwan Region/Malaysia

For the six months

ended 30 June

2020

2019

2020

2019

2020

2019

2020

2019

RMB'000 RMB'000 RMB'000 RMB'000

RMB'000

RMB'000

RMB'000

RMB'000

Revenue from external

customers

312,262

864,834

87,697

103,909

251,872

392,427

651,831

1,361,170

Inter-segment revenue

-

228

-

-

31,774

52,941

31,774

53,169

Reportable segment

revenue

312,262

865,062

87,697

103,909

283,646

445,368

683,605

1,414,339

Reportable segment

gross profit

18,116

156,392

12,304

25,009

51,357

70,932

81,777

252,333

Retail

All others

Total

Hong Kong Region

Taiwan Region/Malaysia

30

31

30

31

30

31

30

31

June

December

June

December

June

December

June

December

2020

2019

2020

2019

2020

2019

2020

2019

RMB'000 RMB'000 RMB'000 RMB'000

RMB'000 RMB'000 RMB'000 RMB'000

Reportable segment assets

936,880

1,020,649

137,591

167,353

111,613

121,779

1,186,084

1,309,781

Results and assets of the segment below the quantitative thresholds ("All others") are mainly attributable to watch accessories manufacturing business and shop design and decoration business.

9

  1. Reconciliations of reportable segment profit or loss

Six months ended 30 June

2020

2019

RMB'000

RMB'000

Revenue

Total revenues for reportable segments

399,959

968,971

Revenue for other segments

283,646

445,368

Elimination of inter-segment revenue

(31,774)

(53,169)

Consolidated revenue

651,831

1,361,170

Profit

Total gross profit for reportable segments

30,420

181,401

Gross profit for other segments

51,357

70,932

81,777

252,333

Other revenue

23,884

20,656

Other net loss

(13,657)

(4,477)

Distribution costs

(78,995)

(139,596)

Administrative expenses

(81,193)

(78,369)

Finance costs

(4,944)

(5,320)

Consolidated (loss)/profit before taxation

(73,128)

45,227

3 OTHER REVENUE AND OTHER NET LOSS

  1. Other revenue

Six months ended 30 June

2020

2019

RMB'000

RMB'000

Interest income

14,429

14,382

Rental income

550

1,530

Government grants

2,178

379

Dividend income from other investments

5,689

2,429

Others

1,038

1,936

23,884

20,656

10

(b)

Other net loss

Six months ended 30 June

2020

2019

RMB'000

RMB'000

Net foreign exchange loss

(3,310)

(4,066)

Net loss on disposal of property,

plant and equipment

(2,551)

(411)

Rent concession

11,514

-

Impairment of property, plant and equipment

(11,789)

-

Impairment of right-of-use assets

(7,521)

-

(13,657)

(4,477)

4 (LOSS)/PROFIT BEFORE TAXATION

(Loss)/profit before taxation is arrived at after charging:

  1. Finance costs

Six months ended 30 June

2020

2019

RMB'000

RMB'000

Interest on bank loans

2,361

1,955

Interest on lease liabilities

2,355

2,581

Bank charges

228

784

4,944

5,320

(b)

Other items

Six months ended 30 June

2020

2019

RMB'000

RMB'000

Amortisation

302

210

Depreciation

- Investment properties and property, plant and equipment

19,680

19,468

- Right-of-use assets

26,784

58,953

Provision for/(reversal of) impairment loss on trade

and other receivables

1,160

(1,154)

Write-down/(reversal) of inventories

22,904

(3,021)

Expenses relating to short-term leases

and leases of low-value assets

10,646

13,543

Variable lease payments not included in the measurement

of lease liabilities

427

279

11

5

INCOME TAX

Six months ended 30 June

2020

2019

RMB'000

RMB'000

Current tax

Hong Kong Profits Tax

(1,630)

5,716

Mainland China Income Tax

4,991

6,953

Other overseas tax

39

35

3,400

12,704

Deferred taxation

(5,211)

(891)

(1,811)

11,813

The provision for Hong Kong Profits Tax is calculated by applying the estimated annual effective tax rate of 16.5% (2019: 16.5%) to the six months ended 30 June 2020, except for one subsidiary of the Group which is a qualifying corporation under the two-tiered Profits Tax rate regime.

For this subsidiary, the first HK$2 million of assessable profits are taxed at 8.25% and the remaining assessable profits are taxed at 16.5%. The provision for Hong Kong Profits Tax for this subsidiary was calculated at the same basis in 2019.

Taxation for other overseas subsidiaries is similarly calculated using the estimated annual effective rates of taxation that are expected to be applicable in the relevant countries or jurisdictions.

  1. (LOSS)/EARNINGS PER SHARE
    1. Basic (loss)/earnings per share
      The calculation of basic (loss)/earnings per share is based on the loss attributable to equity shareholders of the Company of RMB70,961,000 (six months ended 30 June 2019: profit attributable to equity shareholders of the Company of RMB29,925,000) and the weighted average of 4,662,666,959 ordinary shares (six months ended 30 June 2019: 4,643,937,677 ordinary shares) in issue during the interim period.
    2. Diluted (loss)/earnings per share
      There were no dilutive potential ordinary shares during the period ended 30 June 2020 and 2019, and therefore, diluted (loss)/earnings per share are the same as basic (loss)/earnings per share.
  2. PROPERTY, PLANT AND EQUIPMENT
    1. Right-of-useassets
      During the six months ended 30 June 2020, the Group entered into a number of lease agreements for use of warehouses, retail stores and machinery, and therefore recognised the additions to right-of-use assets of RMB1,581,000. The leases of retail stores contain variable lease payment terms that are based on sales generated from the retail stores and minimum annual lease payment terms that are fixed. These payment terms are common in retail stores in Hong Kong where the Group primarily operates.
    2. Acquisitions of owned assets
      During the six months ended 30 June 2020, the Group mainly acquired items of plant and machinery with a cost of RMB29,399,000 (six months ended 30 June 2019: RMB29,333,000).

12

8

OTHER INVESTMENTS

At

At

30 June

31 December

2020

2019

RMB'000

RMB'000

Equity securities designated at FVOCI (non-recycling)

- Listed securities

515,845

400,184

- Unlisted securities (note)

1,485

-

517,330

400,184

Note: The directors are in the view that the cost of RMB1,485,000 represents the best estimate of fair value within that range.

9

INVENTORIES

At

At

30 June

31 December

2020

2019

RMB'000

RMB'000

Raw materials

19,302

22,132

Work in progress

39,979

34,940

Finished goods

1,126,803

1,252,686

1,186,084

1,309,758

10 TRADE AND OTHER RECEIVABLES

As of the end of the reporting period, the ageing analysis of trade receivables (which are included in trade and other receivables), based on the invoice date and net of loss allowance, is as follows:

At

At

30 June

31 December

2020

2019

RMB'000

RMB'000

Current assets

Within 3 months

115,240

155,740

Over 3 months but less than 12 months

22,676

5,420

Over 12 months

8,231

59

Trade receivables, net of loss allowance

146,147

161,219

Other receivables

392,917

187,903

Prepayment and deposits

62,181

67,141

601,245

416,263

Non-current assets

Prepayment and deposits

14,840

21,333

616,085

437,596

Trade receivables are due within 30 to 180 days from the date of billing. All of the trade and other receivables in current assets are expected to be recovered within one year.

13

11 DEPOSITS WITH BANKS

At

At

30 June

31 December

2020

2019

RMB'000

RMB'000

Pledged deposits

-

14,700

Deposits with original maturities over three months

190,916

533,415

190,916

548,115

  1. CASH AND CASH EQUIVALENTS
    As at 30 June 2020 and 31 December 2019, all of the Group's cash and cash equivalents in the consolidated statement of financial position represent cash at bank and cash in hand.
  2. TRADE AND OTHER PAYABLES AND CONTRACT LIABILITIES
    As of the end of the reporting period, the ageing analysis of trade payables (which are included in trade and other payables), based on the invoice date, is as follows:

At

At

30 June

31 December

2020

2019

RMB'000

RMB'000

Within 1 month

41,135

108,979

Over 1 month but less than 3 months

28,553

18,422

Over 3 months but less than 12 months

618

4,108

Over 1 year

231

280

Trade payables

70,537

131,789

Contract liabilities

22,667

15,904

Other payables and accrued expenses

57,868

73,760

151,072

221,453

14

14

BANK LOANS

At

At

30 June

31 December

2020

2019

RMB'000

RMB'000

Bank loans within one year or on demand

- Secured

42,359

54,836

- Unsecured

21,471

87,258

63,830

142,094

Bank loans after one year

- Secured

77,077

74,523

77,077

74,523

140,907

216,617

At 30 June 2020, the banking facilities of certain subsidiaries were secured by mortgages over their land and buildings with an aggregate carrying value of RMB137,016,000 (31 December 2019: RMB142,163,000) and bank deposit of RMB nil (31 December 2019: RMB14,700,000).

15 CAPITAL, RESERVES AND DIVIDENDS

  1. Dividends
    1. Dividends payable to equity shareholders attributable to the interim period

Six months ended 30 June

2020

2019

RMB'000

RMB'000

Interim dividend declared after the interim period of

RMB nil per ordinary share

(2019: RMB0.038 per ordinary share)

-

177,181

The interim dividend has not been recognised as a liability at the end of the reporting period.

15

  1. Dividends payable to equity shareholders attributable to the previous financial year, approved and paid during the interim period

Six months ended 30 June

2020

2019

RMB'000

RMB'000

Final dividend in respect of the previous financial year,

approved and paid during the following interim period,

of RMB nil per ordinary share (six months

ended 30 June 2019: RMB0.012 per ordinary share)

-

55,952

  1. Shares granted under share award scheme
    Pursuant to a share award scheme approved by the Board in 2015, the Company may purchase its own shares and grant such shares to certain employees or consultants of the Group.
    For the six months ended 30 June 2020, no shares were granted under share award scheme.

For the six months ended 30 June 2019, the Company granted 30,000,000 shares at nil consideration to the Group's employees under 2015 share award scheme, of which 20,000,000 shares were granted to the Company's directors. The fair value of the employee services received in exchange for the grant of shares is recognised as staff costs in profit or loss with a corresponding increase in capital reserve, which is measured based on the grant date share price of the Company.

16 COMMITMENTS

Capital commitments outstanding at 30 June 2020 not provided for in the interim financial report

At

At

30 June

31 December

2020

2019

RMB'000

RMB'000

Contracted for

24,676

35,703

17 MATERIAL RELATED PARTY TRANSACTIONS

Six months ended 30 June

2020

2019

RMB'000

RMB'000

Recurring transactions

Shop design and decoration services

provided to Xinyu Group

16,363

7,623

16

MANAGEMENT DISCUSSION AND ANALYSIS

In the first half of 2020, under the heavy blow of global coronavirus pandemic, the global economy experienced deep recession and the international financial market suffered from severe unrest. Coupled with many other unfavorable factors including trade frictions between China and the United States, the economies of Mainland China, Hong Kong and Macau have faced a huge and unprecedented pressure in recent years. In respond to this challenging business environment, the Group has adhered to the principle of "sound and steady operations", adapting to market conditions and actively adjusting its business, so as to ensure corporate existence and health with an aim of long-term development in the future.

  1. Financial Review

Revenue

For the six months ended 30 June 2020, the Group recorded revenue of RMB651,831,000 (six months ended 30 June 2019: RMB1,361,170,000), representing a year-on-year decrease of 52.1%; retail sales amounted to RMB399,959,000 (six months ended 30 June 2019: RMB968,743,000), representing a year-on-year decrease of 58.7%; industrial group and others recorded revenue of RMB251,872,000 (six months ended 30 June 2019: RMB392,427,000), representing a year-on-year decrease of 35.8%.

Under the background of the spread of coronavirus and deep recession of the economy, watch retail in each region of the Group, especially in Hong Kong, has experienced difficulties. Many shops recorded significant losses, resulting in a notable decline in sales. The industrial group and others also faced significant adversity and challenge. With the impact of global pandemic, business operation was becoming more difficult, and the revenue decreased as compared to the same period last year.

Breakdown of revenue:

(for the six months ended 30 June 2020)

2020

2019

RMB'000

%

RMB'000

%

Retail Business

312,262

47.9

Hong Kong Region

864,834

63.6

Taiwan Region/Malaysia

87,697

13.5

103,909

7.6

Industrial Group and others

251,872

38.6

392,427

28.8

Total

651,831

100

1,361,170

100

Gross profit and gross profit margin

As of 30 June 2020, the Group's gross profit amounted to approximately RMB81,777,000 (six months ended 30 June 2019: RMB252,333,000), representing a year-on-year decrease of 67.6%. Gross profit margin was approximately 12.5% (six months ended 30 June 2019: 18.5%), representing a year-on-year decrease of 600bps. The decrease in gross profit and gross profit margin was mainly due to the decrease in the retail sales, greater discounts offered to our customers and the increase in the inventory provisions.

17

Loss for the period

During the period under review, the Group recorded a loss amounted to RMB71,317,000 (six months ended 30 June 2019: profit of RMB33,414,000). Loss attributable to equity shareholders amounted to RMB70,961,000 (six months ended 30 June 2019: profit of RMB29,925,000). The loss was mainly due to the decrease of revenue affected by the economic environment, the impairment of right-of-use assets related to Hong Kong retail business, the impairment of property, plant and equipment, and the inventory provisions.

Financial status and net debt to equity ratio

The Group maintained a sound and stable financial position. As at 30 June 2020, the Group had total equity of RMB4,030,764,000 (at 31 December 2019: RMB3,981,587,000) and net current assets of RMB2,856,305,000 (at 31 December 2019: RMB2,930,548,000), with cash and cash equivalents and deposits with banks of RMB1,377,862,000 (at 31 December 2019: RMB1,713,284,000) and total bank loans of RMB140,907,000 (at 31 December 2019: RMB216,617,000). As at 30 June 2020, bank loans bearing interests at fixed rates amounted to a total of RMB39,950,000 (at 31 December 2019: RMB102,733,000), with interest rates of 5.10% (at 31 December 2019: 3.59% to 5.10%), and the remaining bank loans bore interests at floating rates of 1.40% to 1.64% (at 31 December 2019: 1.70% to 3.06%). As at 30 June 2020, approximately 28% (at 31 December 2019: 18%), 0% (at 31 December 2019: 29%), 0% (at 31 December 2019: 6%) and 72% (at 31 December 2019: 47%) of bank loans were denominated in RMB, HKD, USD and NTD, respectively. The maturity profile of bank loans is set out in the notes to the accompanying financial statements. During the period under review, there was no sign of significant changes in the Group's demand for loans in a particular quarter.

As at 30 June 2020, the Group's total debt amounted to RMB140,907,000 (at 31 December 2019: RMB216,617,000). The net debt to equity ratio of the Group was zero (at 31 December 2019: zero) (Net debt is defined as total debt (which includes total interest-bearing borrowings) less cash and cash equivalents and deposits with banks). It established a solid foundation for the further business expansion of the Group.

The Group adopts prudent treasury policies in financial and cash management, manages bank credit availability and monitors risks of credit cost centrally in various ways. The Group maintains a good partnership with a number of banks which provide financing facilities, and reviews its funding liquidity and financing needs regularly.

Foreign exchange risk

The Group's transactions are mainly denominated in HKD, RMB and NTD. During the period under review, the foreign exchange movements of such currencies were managed properly. Accordingly, the Group was not exposed to significant risks associated with foreign exchange fluctuations. The Group has not entered into foreign exchange hedging arrangements to manage foreign exchange risk but has been actively monitoring its foreign exchange risk.

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Pledge of assets

As at 30 June 2020, the Group had land and buildings equivalent to RMB137,016,000 (at 31 December 2019: RMB142,163,000) pledged as security for mortgage.

Contingent liabilities

As at 30 June 2020, the Group had no material contingent liabilities (at 31 December 2019: nil).

Current assets

As at 30 June 2020, the current assets of the Group amounted to approximately RMB3,167,423,000 (at 31 December 2019: RMB3,441,497,000), comprising inventories of approximately RMB1,186,084,000 (at 31 December 2019: RMB1,309,758,000), trade and other receivables of approximately RMB601,245,000 (at 31 December 2019: RMB416,263,000), cash and cash equivalents and deposits with banks of approximately RMB1,377,862,000 (at 31 December 2019: RMB1,713,284,000).

As at 30 June 2020, cash and cash equivalents of approximately 12% (at 31 December 2019: 11%), 83% (at 31 December 2019: 77%) and 5% (at 31 December 2019: 12%) were denominated in RMB, HKD and other currencies, respectively.

Current liabilities

As at 30 June 2020, the current liabilities of the Group amounted to approximately RMB311,118,000 (at 31 December 2019: RMB510,949,000), comprising bank loans of approximately RMB63,830,000 (at 31 December 2019: RMB142,094,000), trade and other payables of approximately RMB151,072,000 (at 31 December 2019: RMB221,453,000), lease liabilities of approximately RMB82,302,000 (at 31 December 2019: RMB121,586,000) and current tax payable of approximately RMB13,914,000 (at 31 December 2019: RMB25,816,000).

Capital structure

The Company's capital structure is composed of issued share capital, reserves and accumulated profits. As at 30 June 2020, the issued share capital of the Company was 4,662,666,959 shares (at 31 December 2019: 4,662,666,959 shares) with reserves and accumulated profits of RMB3,924,953,000 (at 31 December 2019: RMB3,872,278,000) in total.

Significant investment, material acquisition and disposal

The Company had no material acquisitions or disposals of subsidiaries, associates and joint ventures during the period under review, except as disclosed in the notes to the financial statements.

Except as disclosed in the notes to the financial statements, the Company did not hold other significant investments during the period under review.

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  1. Business Review
    During the period under review, the Group's business was primarily focused on watch accessories manufacturing, the sales of internationally renowned branded watches in areas including Hong Kong, Macau, Taiwan and Malaysia, comprehensive related customer services and maintenance and e-commerce, etc.

Retail Network

The Group's retail network is mainly located in Hong Kong, Macau, Taiwan regions and Malaysia where retail stores mainly included "Elegant", "Hengdeli"/"Watchshoppe", and certain single-brand boutiques. "Elegant" stores are mainly located in Hong Kong, selling high-end internationally renowned branded watches, while "Hengdeli"/"Watchshoppe" stores are mainly located in Taiwan and Malaysia, selling mid-end and mid-to-high-end internationally renowned branded watches. The Group operated a total of 67 retail outlets in above-mentioned regions as of

30 June 2020, details of which are set out below:

As of 30 June 2020

Hong Kong

Taiwan

and Macau

Region/

Regions

Malaysia

Total

Elegant

5

1

6

Hengdeli/Watchshoppe

1

33

34

Brand boutiques

10

17

27

Total

16

51

67

The Group has maintained sound business relationships with many world-renowned-brand watch suppliers over the years, including SWATCH Group, LVMH Group, RICHEMONT Group and KERING Group, etc. As of 30 June 2020, the Group was engaged in the distribution of over 50 international renowned brands from the above four major brand suppliers and other independent watchmakers, including Breguet, Blancpain, Bulgari, Cartier, Girard-Perregaux, Harry Winston, IWC, Jaeger-LeCoultre, Longines, Mido, Omega, Parmigiani, Vacheron- Constantin, Tissot, Zenith, and Hublot, etc.

In the first half of 2020, under the background of the spread of coronavirus and deep recession of the economy, watch retail in each region of the Group, especially in Hong Kong, has experienced difficulties. Many shops recorded significant losses, resulting in notable declines in sales and gross profit margin. Overall, the retail sales recorded a year-on-year decrease of 58.7%, and the gross profit margin decreased by 600bps. The Group quickly adopted multiple measures including shop closure in order to survive by reducing the loss. Currently, the world economy has not yet recovered from its slowdown, and the geopolitical unrest that has been troubling Hong Kong society has not shown any sign of easing off. Coupled with the impact of coronavirus pandemic, retail business of the Group is still facing huge difficulty. In the second half of the year, the Group will continue to adjust its business in every practical way (including staff layoff and continuous shop closure) at its discretion for the future development of the Group.

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Hong Kong and Macau Regions

The Group's retail business in Hong Kong mainly focuses on high-end brands, including Blancpain, Breguet, Bulgari, Cartier, Chopard, Franck Muller, Girard-Perregaux, Harry Winston, IWC, Jaeger-LeCoultre, Omega, Panerai, Piaget, Parmigiani, Vacheron Constantin, Zenith, Glashutte Original, Ulysse Nardin, Jaquet Droz, Breitling, Corum, Baume & Mercier, Montblanc, Longines, Hublot, TAG Heuer, etc. To adapt to the changes in the structure and consumption patterns of visitors to Hong Kong in recent years, the Group also deployed multi-layer brand positioning, introducing certain mid-to-high-end brands and marketing many well-known brands from independent international watchmakers such as HYT, Christophe Claret, Greubel Foresy, MB&F, Armin Strom and Moritz Grossmann, in order to expand its market share.

During the period under review, under the background of the spread of coronavirus and deep recession of the global economy, the economic situation in Hong Kong was extremely grim. The coronavirus pandemic has imposed material impact on extensive economic activities in Hong Kong. Coupled with the continuous China-US trade disputes and the geopolitical unrest, the economy recession further deteriorated. Watch retail of the Group has experienced huge difficulties. Many shops recorded significant losses, resulting in notable declines in sales and gross profit margin. The Group quickly adopted multiple measures including actively striving for rental reduction, staff layoff and shop closure in order to survive by reducing the loss. During the period under review, the Group has closed five retail outlets in commercial areas including Central, Causeway Bay and Tsim Sha Tsui, respectively.

During the period under review, the operation of the "Hengdeli" store in Macau was basically similar to that in Hong Kong with significant losses.

As of 30 June 2020, the Group operated a total of 16 retail outlets in Hong Kong and Macau yet. The overall situation has been extremely tough. The global political turmoil remained severe recently, the world economy has not yet recovered from its slowdown, and the geopolitical unrest that has been troubling Hong Kong society has not shown any sign of easing off. Coupled with the impact of coronavirus pandemic, Hong Kong economy is still facing the unprecedented challenges, which makes business operations difficult. In the second half of the year, the Group will adapt to market conditions and continue to adjust its business structure in every practical way (including staff layoff and continuous shop closure) at its discretion with an aim of healthy survival.

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Taiwan and Malaysia

The Group's retail business in Taiwan mainly focuses on the sales of mid-end and mid-to-high-end watch brands. The Group operated a total of 45 retail outlets in Taiwan as at 30 June 2020, mainly located in prime districts including Taipei, Taichung, Kaohsiung, Hsinchu and Chiayi. Except for one "Elegant" shop which sells top-end watches, all other shops are brand boutiques and "Hengdeli" shops which sell mid-end and mid-to-high-end branded watches. Brands sold mainly include Omega, IWC, Certina, Hamilton, Longines, Rado, TAG Heuer, Tissot and Gucci, etc.

The Group operated 6 stores in Malaysia, selling mid-end and mid-to-high-end branded watches, mainly including Certina, Hamilton, Longines, Rado, TAG Heuer, Tissot, Montblanc, Mido, Maurice Lacroix, Oris, and Bell & Ross.

During the period under review, due to the severe impacts of significant decline of global economy and coronavirus pandemic, many shops in Taiwan and Malaysia were closed and suspended for a longer duration, sales in the two regions have declined severely or been put to a halt. Based on current situation, it its expected that no breakthrough will be made for the sales in these two regions in the second half of the year.

Customer Service and Maintenance

"Cutting-edge technology, efficient management, and considerate services" are the solemn commitments made by the Group to consumers, providing customers with assurance and confidence. The continued training provided by brand suppliers to the Group's technical personnel and the human resources policy of recruiting talents worldwide have ensured the Group to have its own elite technicians and maintain the world-class cutting edge of maintenance expertise.

The real-time repair and maintenance networks in retail stores of all regions and the watch repair and maintenance centers located in Hong Kong, Taiwan and Malaysia ensure timely delivery of all-roundafter-sale services to customers. Top international watch technicians and high-end maintenance equipments have provided international top quality watch repair and maintenance services to customers so as to strive for perfection in customer services. The Group has also maintained good cooperation relationship with brand suppliers. As of 30 June 2020, the Group has become the maintenance agent for almost 100 international brands, of which 5 brands were exclusive.

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Industrial Group

The Group has a relatively mature industrial chain for watch accessories manufacturing, mainly covering from the manufacturing of watch accessories and packaging products to commercial space design, production and decoration. Companies are mainly located in Suzhou, Guangzhou and Dongguan. Our branches and subsidiaries have earned a solid reputation in their respective fields, forming tight relationships, mutual trust and interest sharing with brand suppliers. A wide customer base covering China, Switzerland, the United States and other countries in the Asia Pacific region has been established.

During the period under review, industrial group also faced significant adversity and challenge, for which three of its subsidiaries are all located in Mainland China. In the first half of the year, with the impact of pandemic, business operation was becoming more difficult, and plenty of peer corporates in Mainland China were unable to continue their operation. The Group is stability-rooted and pursues development through innovation. While ensuring the safety and health of our employees, the Group has organized the work and production resumption in a timely manner, adopted various proactive and effective measures to deal with the pandemic, and achieved significant results. During the period under review, the revenue of industrial group decreased by 28.4%, which was less than the peers in the industry, as compared with the same period of last year. However, with the joint efforts of all staff members, the Group still recorded a profit over ten million, which was not easy for us. Stable operation of industrial group established a good foundation for the start of the Group's business in the second half of the year and its future development.

The pandemic has been well-controlled in Mainland China recently, and each major economic indicators have showed positive signals, which indicate the overall economy standstill after the strike of pandemic. The Group believes that with significantly extensive market advantages and potential for domestic demand, the favorable long-term fundamentals of China's economy remain unchanged and the developing trend of the economy at a medium to high speed will continue. In the second half of the year, the Group will seek opportunities to conduct industry integration of the upstream and downstream products, as well as strive for improving leadership in the industry through fully seizing the development opportunities, further strengthening the industrial management together with technical R&D and innovation, taking quality as the priority and driving growth by innovation. By leveraging Mainland China's long-term and stable economic development environment, we will concentrate on expanding the production of accessories for mid-to-high-end products such as watch and jewellery that can bring stable and sustainable income to the Group, and conduct deeper cooperation with brands and international peers in various ways. At the same time, with the new industrial production bases, the limited diversification process of industrial production and service will be extended to accessory fields of cosmetics and electronics. The Group will continue to expand business model, enrich product pipelines and seek a newer and broader development model for the Group, so as to realize a new breakthrough in our development. The Group firmly believes that the industrial group, through its rapid improvement, will provide internal impetus to the Group's sustainability and development.

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  1. Social Responsibility and Human Resources
    As the cornerstone of its corporate management and social responsibility, the Group has always been advocating the corporate spirit of "mutual respect, shouldering responsibility, close collaboration and ongoing innovations" under the people-oriented core value.
    As at 30 June 2020, the Group had a total of 1,658 employees in Hong Kong, Macau, Mainland China, Taiwan and Malaysia. The Group has always been committed to developing and adding value to human resources. The Group implements a standard recruitment system and allocates resources to various kinds of training for our managers, front-line service staff and maintenance technicians, including, among others, the art of management, sales skills, brand knowledge and service awareness, with an aim of enhancing knowledge, marketing skills and service capabilities of our staff. The Group also works with our brand suppliers to provide front-line service staff and maintenance technicians with regular trainings in brand knowledge and maintenance expertise.
    The Group offers a competitive remuneration package and various incentives to all employees, and regularly reviews the structure of relevant mechanisms to cope with corporate development needs. Awarded shares are granted to the general management staff and relevant persons of the Company in recognition of their contributions to the Group and as an incentive for their greater future commitment. The Group also offers other benefits to its employees, including MPF plans, insurance schemes, housing and meal allowances.
    Environmental protection is one of the top priorities for the Group's sustainable development. During the period under review, the subsidiaries of the Group's industrial group were in strict compliance with national regulations. Reports on pollutants were submitted regularly to environmental authorities as required. All pollutant emissions including sewage and gas have passed annual inspection and met national standards.
    The Group has maintained sound business relationships with many world-renowned-brand watch suppliers over the years, including SWATCH Group, LVMH Group, RICHEMONT Group and KERING Group, etc. During the period under review, the Group was engaged in the distribution of over 50 internationally renowned brands from the above four major brand suppliers and other independent watchmakers. The branches and subsidiaries of the Group carried out strict quality control procedures on products in full accordance with national quality standards, fully safeguarding the interests of clients and consumers.
    Apart from its efforts in achieving business results and creating brand value, the Group also actively participated in public welfare activities. The Group has made contributions to education, healthcare, sports and other welfare undertakings through its donations to The Community Chest of Hong Kong, Po Leung Kuk of Hong Kong and Hong Kong Red Cross, etc.

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IV. Outlook

At present, the global political turmoil is still severe while the coronavirus pandemic has not been eased yet. There are still many difficulties and issues in China's economy operation. However, the pandemic has been well-controlled in Mainland China recently, and various major economic indicators have showed positive signals, which indicate the overall economy standstill after the strike of pandemic. The Group believes that with significantly extensive market advantages and potential for domestic demand, the favorable long-term fundamentals of China's economy remain unchanged and the developing trend of the economy at a medium to high speed will continue. By continuously leveraging its core competitiveness, the Group will get rid of the old to make way for the new and constantly seek new business opportunities, so as to keep the enterprise healthy and move forward steadily.

Based on the sprite of the resolutions of the Board, the Group will continue to adhere to the principle of "sound and steady operations", adapt to market conditions, and adjust its business structure in every practical way (including staff layoff and continuous shop closure) at its discretion. The Group will start from the strategies for future development by leveraging Mainland China's long-term and stable economic development environment, concentrate on expanding the production of accessories for mid-to-high-end products such as watch and jewellery that can bring stable and sustainable income to the Group, and conduct deeper cooperation with brands and international peers in various ways. At the same time, with the new industrial production bases, the limited diversification process of industrial production and service will be extended to accessory fields of cosmetics and electronics. The Group will seek a newer and broader development model so as to achieve a new breakthrough in our development.

DIVIDEND DISTRIBUTION

The Board does not recommend the payment of interim dividend for the six months ended 30 June 2020. (for the six months ended 30 June 2019: RMB3.8 cents per share).

EQUITY-LINKED AGREEMENTS

Share Award Scheme

On 25 March 2015, a share award scheme was adopted by the Company to recognise the contributions of certain participants to the Company and to attract suitable personnel for the growth and further development of the Company.

Subject to any early termination as may be determined by the Board, the Share Award Scheme shall be valid for a term of ten (10) years commencing on the adoption date. The Board may select any participants, other than any excluded participant, for participation in the Share Award Scheme and determine the award amount for the purchase of the awarded shares to be awarded to the selected participants. The Board is entitled to impose any conditions (including a period of continued service within the Group), as it deems appropriate in its absolute discretion with respect to the entitlement of the selected participants to the awarded shares. No consideration for the awarded shares is needed to be paid by the selected participants to the Company. The Board shall not make any further award of awarded shares

25

which will result in the nominal value of the shares awarded by the Board under the Share Award Scheme exceeding 10% of the issued share capital of the Company as at the adoption date. The maximum number of shares which may be awarded to a selected participant under the Share Award Scheme in a 12-month period shall not exceed 0.5% of the issued share capital of the Company as at the adoption date or such number of shares as determined by the Board from time to time.

The Share Award Scheme shall terminate on the earlier of the tenth anniversary date of the adoption date or such date of early termination (whichever is earlier) as determined by the Board.

During the period under review, no awarded shares were granted by the Company (for the six months ended 30 June 2019: 30,000,000 shares).

Share Option Scheme

At the annual general meeting of the Company held on 15 May 2015, the share option scheme was adopted conditionally.

The share option scheme of the Company was adopted to grant options to selected participants including but not limited to directors and employees of the Group as incentives or rewards for their contributions to the Group (the "Share Option Scheme"). Subject to any early termination as may be determined by the Board, the Share Option Scheme shall be valid and effective for a term of ten (10) years commencing on the adoption date.

Under the Share Option Scheme, subject to the discretion of the directors, there is no minimum period for which an option must be held before it can be exercised. Each option has a maximum valid period of ten years after which the option shall lapse. The total number of shares issued and to be issued upon exercise of the options granted to each of the eligible participants in any 12-month period must not exceed 1% of the shares in issue. The exercise price shall not be less than the higher of: (i) the closing price of the shares as stated in the daily quotation sheets issued by the Stock Exchange on the date of offer of that option; (ii) the average of the closing prices per shares as stated in the daily quotation sheets issued by the Stock Exchange for the five business days immediately preceding the date of offer of that option; and (iii) the nominal value of the shares.

Under the Share Option Scheme, the grantee shall accept the option within ten days from the date of the offer to grant the share option and pay HKD1.00 to the Company as consideration for the grant upon acceptance of the option.

As of 30 June 2020, the issued share capital of the Company was 4,662,666,959 shares, and there was no option outstanding (30 June 2019: nil).

PURCHASE, SALE OR REPURCHASE OF SECURITIES

During the period under review, neither the Company nor any of its subsidiaries purchased, sold or redeemed any of the Company's listed securities (the first half of 2019: nil).

26

COMPLIANCE WITH THE CORPORATE GOVERNANCE CODE

The Company has always been committed to maintaining a high standard of corporate governance to ensure a higher level of transparency in the Group, so as to safeguard the interests of our shareholders as a whole, and ensure cooperative development among our customers, employees and the Group.

The Company has adopted the Code on Corporate Governance Practices (the "Corporate Governance Code") set out in Appendix 14 to the Listing Rules.

The directors are of the opinion that the Company complied with the Corporate Governance Code during the period under review, except for a deviation from the provision A.2.1. Given the existing corporate structure, the roles of the chairman and chief executive officer have not been separated, and both are performed by Mr. Zhang Yuping. Although the roles and duties of the chairman and chief executive officer have been performed by the same individual, all major decisions would only be made after consultation with, and (where applicable) by the Board. There are three independent non-executive directors in the Board which is in compliance with the requirements of Rules 3.10(1), 3.10(2) and 3.10(A) of the Listing Rules. All of them possess adequate independence and therefore the Board considers that the Company has achieved balance of power and provided sufficient assurance for scientific decision-making.

ACKNOWLEDGEMENT

The directors would like to take this opportunity to express our sincere thanks to all the shareholders for their continuous support and to all our staff for their dedication and contribution to the Group during the reporting period.

GENERAL INFORMATION

As at the date of this report, the executive directors are Mr. Zhang Yuping (Chairman), Mr. Huang Yonghua and Mr. Lee Shu Chung, Stan; the non-executive director is Mr. Shi Zhongyang, and the independent non-executive directors are Mr. Cai Jianmin, Mr. Wong Kam Fai, William and Mr. Liu Xueling.

By Order of the Board

Zhang Yuping

Chairman

Hong Kong, 18 August 2020

As at the date of this announcement, the executive directors of the Company are Mr. Zhang Yuping (chairman), Mr. Huang Yonghua and Mr. Lee Shu Chung, Stan; the non-executive director is Mr. Shi Zhongyang; the independent non-executive directors are Mr. Cai Jianmin, Mr. Wong Kam Fai, William and Mr. Liu Xueling.

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Hengdeli Holdings Limited published this content on 18 August 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 18 August 2020 10:05:03 UTC