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Oriental City Group PLC (OCGP)

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Tuesday 27 August, 2013

Oriental City Group PLC

Final Audited Results to 31 March 2013


Date: 27 August 2013

                            ORIENTAL CITY GROUP PLC                            

            FINAL AUDITED RESULTS FOR THE YEAR ENDED 31 MARCH 2013             

The directors of Oriental City Group Plc (ICAP: OCGP) ("OCG" or the "Company")
and its subsidiaries (collectively referred to as the "Group") announce the
Company's final audited results for the year ended 31 March 2013 ("YE 2013").

STATEMENT OF THE CHAIRMAN

Overview of Operations

During the YE 2013, the Group was mainly focusing on the investment in
different financial instruments including listed debt and equity securities,
and derivative financial instruments, for which the investment in debt
securities provide a stable income to the Group.

In July 2012, the Company passed three resolutions in a general meeting to (i)
consolidate the 63,675,933 ordinary shares on a 10-for-1 basis, creating the
consolidation shares; (ii) subdivide each of the consolidation shares into 1
new ordinary share with a nominal value of 1 penny and 9 deferred shares with a
nominal value of 1 penny; and (iii) adopt new articles of association, which
reflect the provisions of the Companies Act 2006 and the effects of the share
capital reorganisation. Consequently, the Company's issued share capital after
this share reorganization is therefore 6,367,551 new ordinary shares of 1 penny
each and 57,308,382 deferred shares of 1 penny each.

Further, the Company completed an open offer and a placing in February 2013.
7,724,060 new ordinary shares at 1 penny per share were issued under the open
offer while 24,113,695 new ordinary shares were subscribed for by two placees
in equal share. After the completion of the open offer and placing, total
issued share capital is therefore 38,205,306 new ordinary shares of 1 penny
each and 57,308,382 deferred shares of 1 penny each. Please refer to the
Company's announcements dated 30 January, 15 February and 18 February 2013
respectively for further details.

Financial Review

Income

The income of the Group mainly comprised of the interest income from debt
securities of approximately GBP 246,000, fair value gain on the financial
assets at fair value through profit or loss of approximately GBP 12,000, gain
on disposal of held-to-maturity investments of approximately GBP 15,000 and
premium from derivative financial instruments of approximately GBP 23,000. The
remaining income was represented by the dividend income, bank and loan interest
income and other sundry income of the Group for the YE 2013.

General and Administrative Expenses

The general and administrative expenses of the Group for the YE 2013 and YE
2012 amounted to approximately GBP 356,000 and GBP 160,000 respectively,
representing an increase of about 123%. Such increase was mainly attributable
by the increase in staff costs and the increase in the legal and professional
fee resulting from the share reorganization discussed in the "Overview of
Operations" above.

The Directors do not recommend the payment of a dividend in respect of the YE
2013 (2012: Nil).

Looking Ahead

The Group is currently focusing on investing in variety financial instruments.
The Directors are also looking for other new investments to broaden the revenue
base, enhance the profitability of the Group and therefore increase
shareholders' value.

Appreciation

On behalf of the board, I wish to express my sincere appreciation for the
continuous attention and relentless support to the Company from all
shareholders, investors and cooperation partners. I also wish to thank the work
and dedication devoted by all staff of the Group.

Mr. Mak Yat Tang Anthony

Chairman

The financial information set out below does not constitute the Company's
financial statements for the year ended 31 March 2013 but is derived from those
financial statements.


Consolidated Statement of Comprehensive Income
For the year ended 31 March 2013
                                                            2013           2012
                                                             GBP            GBP
Continuing operations                                                          
                                                                               
Loss on disposal of financial assets                    (13,741)       (39,726)
at fair value through profit or loss                                           
                                                                               
Fair value gain on financial assets at                   12,139         33,050
fair value through profit or loss, net                                         
                                                                               
Fair value loss on derivative                            (3,464)             -
financial instruments                                                          

Interest income from debt securities                    246,071              -

Gain on disposal of held-to-maturity                     15,231              -
investments                                                                    
                                                                               
Dividend income                                           5,272              -
                                                                               
Premium from derivate financial                          23,301              -
instruments                                                                    
                                                                               
General and administrative expenses                    (355,931)      (160,102)
                                                      ---------      ---------               
Operating loss                                          (71,122)      (166,778)
                                                                               
Interest income from debt securities                          -         30,294
                                                                               
Finance income                                            1,009         41,504
                                                                               
Finance costs                                            (6,681)             -
                                                                               
Other income                                              8,948          3,285
                                                      ---------      ---------               
Loss before taxation                                    (67,846)       (91,695)
                                                                               
Taxation                                                      -              -
                                                      ---------      ---------               
Loss for the year from continuing                       (67,846)       (91,695)
operations                                                                     
                                                                               
Discontinued operations                                                        
                                                                               
Profit for the year from discontinued                         -      2,962,576
operations                                            ---------      ---------                 
                                                                               
(Loss)/profit for the year                              (67,846)     2,870,881
                                                                               
Other comprehensive income                                                     
                                                                               
Surplus on revaluation of                                                      
available-for-sale financial assets                     158,717              -
                                                                               
Exchange difference arising on translation
of financial assets of foreign operations               107,944       (222,791)
                                                      ---------      ---------           
Total comprehensive income for the                      198,815      2,648,090
year                                                  =========      =========                   
                                                                               
(Loss) profit attributable to:                                                 
                                                                               
Equity holders of the Company                           (67,846)     2,870,881
                                                      =========      =========                   
Total comprehensive income                                                     
attributable to:                                                               
                                                                               
Equity holders of the Company                           198,815      2,648,090
                                                      =========      =========                    

Loss per share attributable to equity                                          
holders of the Company from continuing                                         
operations                                                                     
                                                                               
Basic and Diluted                                       (0.007)         (0.01)
                                                      =========      =========                   
(Loss)/earnings per share attributable                                         
to equity holders of the Company from                                          
continuing and discontinued operations                                         
                                                                               
Basic and Diluted                                       (0.007)           0.45
                                                      =========      =========



Consolidated Statement of Financial Position
At 31 March 2013
                                                           2013           2012
                                                            GBP            GBP
ASSETS                                                                         

Non-current assets                                                             

Property, plant and equipment                             4,968          2,598
                                                                               
Held-to-maturity investments                                  -      1,351,480
                                                                               
Available-for-sale financial assets                   2,198,914              -
                                                      ---------      ---------                   
                                                      2,203,882      1,354,078
                                                      ---------      --------- 
                  
Current assets      
                                                                               
Financial assets at fair value through                                         
profit or loss                                          100,356        108,110                                     
                                                                               
Other receivables and prepayments                        61,135         38,427
                                                                               
Loan receivable                                               -        805,451
                                                                               
Restricted bank                                          27,116              -
                                                                               
Cash and bank cash equivalents                          736,816        119,764
                                                      ---------      ---------                  
                                                        925,423      1,071,752
                                                      ---------      ---------                  
Total assets                                          3,129,305      2,425,830
                                                      =========      =========                  

EQUITY AND LIABILITIES                                                         
                                                                               
Capital and reserves                                                           
                                                                               
Share capital                                           894,107        636,759
                                                                               
Reserves                                              1,691,753      1,492,938
                                                      ---------      ---------                  
Total equity attributable to equity holders of the    2,585,860      2,129,697
Company                                               ---------      ---------                  
                                                                               
Current liabilities                                                            
                                                                               
Accrued expenses and other payables                      70,319         65,828
                                                                               
Derivative financial instruments                         12,742              -
                                                                               
Bank borrowings                                         460,384        230,310
                                                      ---------      ---------                  
                                                        543,445        296,133
                                                      ---------      ---------
                  
Total liabilities                                       543,445        296,133
                                                      ---------      ---------                  
Total equity and total liabilities                    3,129,305      2,425,830
                                                      =========      =========


Consolidated Statement of Cash flows
For the year ended 31 March 2013
                                                           2013           2012
                                                            GBP            GBP
                                                                               
CASH FLOWS FROM OPERATING ACTIVITIES                                           
                                                                               
Cash used in operations                               (370,137)       (296,299)
                                                                               
Dividend income                                          5,272               -
                                                                               
Interest received                                          205             213
                                                     ---------       ---------                    
NET CASH USED IN OPERATING ACTIVITIES                 (364,660)       (296,086)
                                                     ---------       ---------                   

CASH FLOW FROM INVESTING ACTIVITIES                                            
                                                                               
Acquisition of property, plant and                      (2,950)         (2,954)
equipment                                                                      
                                                                               
Acquisition of held-to-maturity                       (562,793)     (1,362,306)
investments                                                                    
                                                                               
Proceeds from disposal of held-to-maturity             109,008               -
investments                                                                    
                                                                               
Disposal of subsidiaries                                     -            (268)
                                                                               
Loan to a third party                                        -      (1,529,692)
                                                                               
Proceeds from repayment of loan to a third             815,519         724,591
party                                                                          
                                                                               
Interest received                                      162,008          59,853
                                                     ---------       ---------                    
NET CASH FROM/(USED IN) INVESTING                      520,792      (2,110,776)
ACTIVITIES                                           ---------       ---------                   
                                                                               

CASH FLOWS FROM FINANCING ACTIVITIES                                           
                                                                               
Issuance of shares, net of costs                       257,348               -
                                                                               
Proceeds from bank borrowings                          483,497         244,700
                                                                               
Repayment of bank borrowings                          (281,380)        (14,491)
                                                     ---------       ---------                   
NET CASH FROM FINANCING ACTIVITIES                     459,465         230,209
                                                     ---------       ---------
                   
NET INCREASE/(DECREASE) IN CASH AND CASH               615,597      (2,176,653)
EQUIVALENTS                                                                    
                                                                               
EFFECT OF FOREIGN EXCAHNGE RATE CHANGES                  1,455          13,913
                                                                               
CASH AND CASH EQUIVALENTS AT BEGINNING OF              119,764       2,282,504
THE YEAR                                             ---------       ---------                   
                                                                               
CASH AND CASH EQUIVALENTS AT END OF THE YEAR           736,816         119,764
                                                     =========       =========                   

Notes to the Financial Information
31 March 2013

1. Basis of preparation

The consolidated financial information is presented in Great British Pounds
("GBP").

The financial information set out in the final audited results announcement
does not constitute the Group's financial statements for the year ended 31
March 2013 or 2012. The financial information for the year ended 31 March 2012
is derived from the financial statements for that year. Statutory accounts for
2012 have been delivered to the registrar of companies, and those for 2013 will
be delivered in due course. The auditors have reported on those accounts; their
report for 2013 is: i) unqualified; ii) did not include a reference to any
matters to which the auditors drew attention by way of emphasis without
qualifying their report; and iii) did not contain a statement under section 498
(2) or (3) of the Companies Act 2006.

These financial statements have been prepared in accordance with International
Financial Reporting Standards ("IFRSs") as adopted by the European Union and
are prepared on a historical cost basis.

The financial information set out in this announcement was approved by the
Board of Directors on 27 August 2013.

2. (Loss)/earnings per share

Basic (loss)/earnings per share is calculated by dividing the (loss)/profit
attributable to equity holders of the Company by the weighted average number of
ordinary shares in issue during the year. The Company consolidated its ordinary
shares on 25 July 2012. In accordance with IAS 33, the (loss)/earnings per
share for the preceding year presented were adjusted retrospectively based on
the new number of ordinary shares of 6,367,551.

For continuing operations:                                  2013           2012
                                                                               
Loss attributable to equity holders of the            GBP(67,846)   GBP (91,695)
Group                                                                          
                                                                               
Weighted average number of ordinary shares            10,031,073      6,367,551
in issue                                                                       
                                                                               
Basic loss per share                                   GBP(0.007)     GBP (0.01)

For discontinued operations:                                2013           2012
                                                                               
Profit attributable to equity holders of                     N/A  GBP 2,962,576
the Group                                                                      
                                                                               
Weighted average number of ordinary shares                   N/A      6,367,551
in issue                                                                       
                                                                               
Basic earnings per share                                     N/A       GBP 0.47

For continuing and discontinued operations:                 2013           2012
                                                                               
(Loss)/profit attributable to equity                  GBP(67,846)  GBP2,870,881
holders of the Group                                                           
                                                                               
Weighted average number of ordinary shares            10,031,073      6,367,551
in issue                                                                       
                                                                               
Basic (loss)/earnings per share                        GBP(0.007)      GBP 0.45
                                                                               

Diluted (loss)/earnings per share amount have not been disclosed as there were
no dilutive options and other potential dilutive ordinary shares in issue
during the current and prior years.

3. Related party transactions

Apart from the transactions as disclosed in notes 10, 16, 20 and 21 to the
consolidated financial statements, the Group had the following transactions
with its related parties during the year:

                                                           2013            2012
                                                            GBP             GBP
                                                                               
Management service income received                            -           3,953
                                                        =======         =======

The management service income was received from a former subsidiary in which a
former director was a director.

Remuneration of Directors and key management               2013            2012
personnel                                                   GBP             GBP
                                                                               
Salaries, allowance and other benefits in kind           58,717           9,661
                                                                               
Defined contribution retirement scheme                    1,183               -
contribution                                           --------        --------               
                                                                               
                                                         59,900           9,661
                                                       ========        ========
                                     -End-                                     

The Directors of Oriental City Group Plc accept responsibility for this
announcement.

For further information please contact:

Oriental City Group Plc
Mak Yat Tang, Anthony
Tel: +852 2546 8385
Email: [email protected]

Alfred Henry Corporate Finance Limited
Jon Isaacs
Tel: +44(0)20 7251 3762
Email: [email protected]
www.alfredhenry.com

Alfred Henry Corporate Finance Limited is the ISDX Growth Market Corporate
Adviser to the Company.

a d v e r t i s e m e n t