Coeficiente De Rentabilidad Nacional

Proportion of nominal value of Place of Issued and issued capital and voting rights incorporation/ fully paid Principal held by the Company

Name operations share capital activities Directly Indirectly 2015 2014 2015 2014 Sunwah Capital Holdings Limited Hong Kong Ordinary share $1 Property holdings – – 100% 100% Kingsway SW Asset British Virgin Islands/ Ordinary shares US$550,000 Provision of investment – – 100% 100%

Management Limited Hong Kong advisory services

Kingsway SW Finance Limited Hong Kong Ordinary shares $50,000 Provision of loan – – 100% 100%

services and fi nancing

SW Kingsway Capital British Virgin Islands Ordinary shares US$38,750,000 Investment holding 100% 100% – – Group Limited

Primo Results Limited Hong Kong Ordinary share $1 Securities investment – – 100% 100% Best Advisory Investments Limited British Virgin Islands Ordinary share US$1 Investment holding – – 100% 100% Primo Performance Limited Hong Kong Ordinary share $1 Investment holding – – 100% 100% Dragon Tycoon (HK) Holdings Limited Hong Kong Ordinary share $1 Investment holding – – 100% 100% Dragon Sphere (HK) Holdings Limited Hong Kong Ordinary share $1 Investment holding – – 100% 100% Dragon Force Enterprises Limited British Virgin Islands Ordinary share US$1 Investment holding – – 100% 100% Dragon Sphere Holdings Limited British Virgin Islands Ordinary share US$1 Investment holding – – 100% 100% Dragon Tycoon Investments Limited British Virgin Islands Ordinary share US$1 Investment holding – – 100% 100% Golden Bloom Developments Limited British Virgin Islands Ordinary share US$1 Investment holding – – 100% 100% Magic Year Investments Limited British Virgin Islands Ordinary share US$1 Investment holding – – 100% 100%

Notes to the Consolidated Financial Statements

For the year ended 30 June 2015 (Expressed in Hong Kong dollars)

37 Particulars of signifi cant subsidiaries (Continued)

Proportion of nominal value of Place of Issued and issued capital and voting rights incorporation/ fully paid Principal held by the Company

Name operations share capital activities Directly Indirectly 2015 2014 2015 2014 Ultimate Bloom Investments Limited British Virgin Islands Ordinary share US$1 Investment holding – – 100% 100% Sunwah Kingsway Finance Limited Hong Kong Ordinary share $1 Investment holding – – 100% 100% Kingsway SW Securities Limited Hong Kong Ordinary shares $2 Investment holding – – 100% 100% Rich Smart Corporation Limited Hong Kong Ordinary share $1 Property holding – – 100% – CAP Management Limited Cayman Islands Ordinary shares US$10 Provision of Investment

Advisory Services – – 70% 70%

MEC Asia Fund Cayman Islands N/A Investment fund – – 70.09%* 70.09%*

* The Company does not have any voting right in this subsidiary as the subsidiary is an investment fund.

The above table lists the subsidiaries of the Group which, in the opinion of the Directors, principally affected the results or assets of the Group. To give details of other subsidiaries would, in the opinion of the directors, result in particulars of excessive length.

At the end of the reporting period, the Company has other subsidiaries that are not material to the Group. A majority of these subsidiaries operate in Hong Kong and PRC. The principal activities of these subsidiaries are summarised as follows:

Number of subsidiaries Principal activities Principal place of business 2015 2014

Investment consulting People’s Republic of China 4 4

Investment holdings Hong Kong – 1

British Virgin Islands 1 1

1 2

Dormant Hong Kong 3 2

British Virgin Islands 1 1

37 Particulars of signifi cant subsidiaries (Continued)

Festival Developments Limited and SW Kingsway Capital Group Limited are directly held by the Company. All other subsidiaries shown above are indirectly held by the Company.

None of the subsidiaries had issued any debt securities at the end of the year.

The table below shows the details of non-wholly owned subsidiary of the Group that have material non-controlling Interests:

Place of incorporation Proportion of ownership Profi t allocated Accumulated and principal place interest held by to non-controlling non-controlling Name of subsidiary of business non-controlling interests interests interests

2015 2014 2015 2014 2015 2014

MEC Asia Fund Cayman Islands 29.91%△ _29.91%△ _{2,365,011 85,879 17,445,517 15,080,506}

Individually immaterial

subsidiary with

non-controlling interest 211,953 31,760 504,245 292,292

2,576,964 117,639 17,949,762 15,372,798

△ _{The non-controlling interests do not have any voting right in the company as it is an investment fund.}

Summarised fi nancial information in respect of a Group’s subsidiary that has material non-controlling interest is set out below. The summarised fi nancial information below represent amounts before intragroup eliminations.

MEC Asia Fund

2015 2014

Current assets $ 62,389,686 $ 54,815,091

Current liabilities 4,062,981 4,395,477

Equity attributable to owners of MEC Asia Fund 58,326,705 50,419,614

Notes to the Consolidated Financial Statements

For the year ended 30 June 2015 (Expressed in Hong Kong dollars)

38 Financial instruments

The fi nancial assets of the Group and the Company include fi nancial assets at fair value through profi t or loss, available- for-sale investments, and loans and receivables. The carrying amounts of which are set out in the consolidated statement of fi nancial position and the corresponding disclosure notes. The fi nancial liabilities of the Group represent fi nancial liabilities at fair value through profi t or loss, accounts and other payables and bank loans, details of which are set out in notes 27, 29 and 30 respectively.

The Group’s activities expose it to a variety of fi nancial risks: credit risk, liquidity risk, price risk, foreign exchange risk and interest rate risk. These risks are limited by the Group’s fi nancial management policies and practices described below. (a) CREDIT RISK

Credit risk arises from a number of areas. These include the possibility that a counterparty in a transaction may default during the settlement process. It also arises from lending, settlement, treasury, market making, proprietary trading and other activities undertaken by the Group.

The Group’s Finance and Credit Committees are responsible for establishing the credit approval and monitoring procedures, which are in accordance with sound business practices, the requirements and provisions of the relevant ordinances, and where applicable, the codes or guidelines issued by the Hong Kong Securities and Futures Commission.

Day-to-day credit management is performed by the Operations Department with reference to the aforementioned criteria including creditworthiness, collateral pledged and risk concentration of the counterparties. The Finance Committee and Credit Committee are responsible for review of guidelines on credit limits on a regular basis and approval of specifi c loans or advances if the amount exceeds our pre-set guideline.

Accounts, loans and other receivables consist of amounts due from brokers, clearing houses, clients, term loans, loan to an associate and other receivable items. In respect of advances to clients, the Group generally requires collateral from clients before advances are granted. Collateral normally takes the form of listed securities or cash deposits. Amounts due from brokers are treated as lower credit risk as counterparties are reputable fi nancial institutions. In view of the aforementioned and the fact that the Group’s accounts, loans and other receivables relate to a large number of diversifi ed customers and counterparties, the Group does not have any signifi cant concentration of credit risk. The credit risk on listed debt securities is limited because most of the issuers are companies listed in Hong Kong. The Group is also exposed to credit risk with regards to a deposit into an escrow account maintained by a law fi rm, the details of which are disclosed in notes 21 and 40.

The maximum exposure to credit risk without taking account of any collateral held or other credit enhancements is represented by the carrying value of each fi nancial asset. Except for the fi nancial guarantees given by the Company as set out in note 34, the Group does not provide any other guarantees which would expose the Group or the Company to credit risk. The maximum exposure to credit risk in respect of corporate guarantee at the end of the reporting period is disclosed in note 34.