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CMON Limited — Interim / Quarterly Report 2021
Aug 26, 2021
50172_rns_2021-08-26_8138afd0-72a6-4257-b247-41f6969d04b3.pdf
Interim / Quarterly Report
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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.
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CMON LIMITED
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1792)
INTERIM RESULTS ANNOUNCEMENT FOR THE SIX MONTHS ENDED 30 JUNE 2021
INTERIM RESULTS
The board of directors (the “ Board ”) of CMON Limited (the “ Company ”) is pleased to announce the unaudited condensed consolidated financial results of the Company and its subsidiaries (collectively, the “ Group ”) for the six months ended 30 June 2021 together with the comparative figures for the six months ended 30 June 2020 as follows:
CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
For the six months ended 30 June 2021
| Notes Revenue 2, 3 Cost of sales 4 Gross profit Other income Other gain, net 5 Selling and distribution expenses General and administrative expenses |
Six months ended 30 June 2021 2020 (Unaudited) (Unaudited) US$ US$ 15,111,314 11,915,693 (8,480,456) (6,921,777) 6,630,858 4,993,916 137,011 206,025 16,301 111,053 (2,833,282) (2,247,900) (3,756,570) (3,164,757) |
|---|---|
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| Notes Operating profit/(loss) Finance costs Profit/(Loss) before income tax Income tax expense 6 Profit/(Loss) after income tax Other comprehensive loss Profit/(Loss) and total comprehensive profit/(loss) for the period attributable to equity holders of the Company Earnings/(Loss) per share attributable to equity holders of the Company during the period 7 |
Six months ended 30 June 2021 2020 (Unaudited) (Unaudited) US$ US$ 194,318 (101,663) (146,628) (197,098) 47,690 (298,761) (11,969) (291,011) 35,721 (589,772) (2,480) (232) 33,241 (590,004) 0.00002 (0.00033) |
|---|---|
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CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 30 June 2021
| Notes ASSETS Non-current assets Property, plant and equipment 9 Intangible assets 10 Rights-of-use assets Current assets Inventories Trade and other receivables 11 Prepayments and deposits Pledged deposit Cash and cash equivalents Total assets EQUITY Share capital 12 Share premium 12 Retained earnings Capital reserves Share-based compensation reserves Exchange reserves Total equity |
As at 30 June 2021 As at 31 December 2020 (Unaudited) (Audited) US$ US$ 15,351,708 13,995,457 11,046,419 11,135,964 422,290 422,290 26,820,417 25,553,711 2,054,925 818,288 1,595,577 1,421,562 5,110,091 5,850,679 199,400 208,675 3,443,628 509,585 12,403,621 8,808,789 39,224,038 34,362,500 11,700 11,700 12,384,133 12,384,133 3,630,238 3,594,517 780,499 780,499 910,304 910,304 (60,884) (58,404) 17,655,990 17,622,749 |
|---|---|
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| Notes LIABILITIES Non-current liabilities Bank Borrowings Deferred income tax liabilities Lease liabilities Current liabilities Trade payables Accruals and other payables Bank Borrowings Amount due to ultimate holding company 13 Income tax payable Contract liabilities Lease liabilities Total liabilities Total equity and liabilities |
As at 30 June 2021 As at 31 December 2020 (Unaudited) (Audited) US$ US$ 6,463,546 6,483,002 2,051,897 2,039,928 377,211 377,211 8,892,654 8,900,141 — 32,599 180,757 497,801 2,704,225 2,360,417 2 3 41,210 201,700 9,661,337 4,659,227 87,863 87,863 12,675,394 7,839,610 21,568,048 16,739,751 39,224,038 34,362,500 |
|---|---|
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CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY For the six months ended 30 June 2021
| Share | Share | Retained | Capital | Shared Based | Exchange | ||
|---|---|---|---|---|---|---|---|
| Capital | Premium | Earnings | Reserves | Reserves | Reserves | Total | |
| US$ | US$ | US$ | US$ | US$ | US$ | US$ | |
| At 1 January 2021 (Audited) | 11,700 | 12,384,133 | 3,594,517 | 780,499 | 910,304 | (58,404) | 17,622,749 |
| Comprehensive income | |||||||
| Profit for the period (unaudited) | — | — | 35,721 | — | — | — | 35,721 |
| Other comprehensive loss | |||||||
| (unaudited) | — | — | — | — | — | (2,480) | (2,480) |
| Employee share option granted | |||||||
| (unaudited) | — | — | — | — | — | — | — |
| Total comprehensive income | |||||||
| (unaudited) | — | — | 35,721 | — | — | (2,480) | 33,241 |
| At 30 June 2021 (Unaudited) | 11,700 | 12,384,133 | 3,630,238 | 780,499 | 910,304 | (60,884) | 17,655,990 |
| At 1 January 2020 (Audited) | 11,700 | 12,384,133 | 8,413,737 | 780,499 | 756,176 | (54,809) | 22,291,436 |
| Comprehensive loss | |||||||
| Loss for the period (Unaudited) | — | — | (589,772) | — | — | — | (589,772) |
| Other comprehensive loss | |||||||
| (Unaudited) | — | — | — | — | — | (232) | (232) |
| Employee share option granted | |||||||
| (Unaudited) | — | — | — | — | 192,678 | — | 192,678 |
| Total comprehensive loss | |||||||
| (Unaudited) | — | — | (589,772) | — | 192,678 | (232) | (397,326) |
| At 30 June 2020 (Unaudited) | 11,700 | 12,384,133 | 7,823,965 | 780,499 | 948,854 | (55,041) | 21,894,110 |
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CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
For the six months ended 30 June 2021
| Net cash generated from/(used in) operating activities Net cash (used in)/generated from investing activities Net cash generated from financing activities Net increase in cash and cash equivalents Cash and cash equivalents at beginning of period Exchange difference Cash and cash equivalents at end of the period |
Six months ended 30 June 2021 2020 (Unaudited) (Unaudited) US$ US$ 5,984,241 (91,595) (3,381,345) 2,139,258 333,627 1,277,377 2,936,523 3,325,040 509,585 757,744 (2,480) (232) 3,443,628 4,082,552 |
|---|---|
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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PREPARATION
The preparation of unaudited consolidated results in conformity with IFRSs requires the management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, income and expenses on a year to date basis. Actual results may differ from these estimates.
(a) Application of new and amendments to IFRSs
In the current period, the accounting policies applied are consistent with those of the consolidated financial statements for the year ended 31 December 2020, as described in those consolidated financial statements and no new policy was introduced for application.
(b) New standards and amendments to standards issued but not effective
New standards and amendments to standards are the same as those followed in the preparation of the Group’s annual report for the year ended 31 December 2020 which have not come into effect for the financial year beginning 1 January 2021, and have not been early adopted by the Group in preparing the unaudited condensed consolidated financial statements. None of these is expected to have a significant effect on the unaudited condensed consolidated financial statements of the Group based on the preliminary assessment made by management.
2. SEGMENT INFORMATION
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The Group’s only operating segment, which is also its principal activity, is the design, development and sales of board games, miniature war games and other hobby products.
During the six months ended 30 June 2021 and 2020, revenue was earned from customers located in the following geographical areas:
| North America Europe Oceania Asia South America |
Six months ended 30 June 2021 2020 (Unaudited) (Unaudited) US$ US$ 8,625,784 7,028,858 4,520,080 3,754,357 278,077 387,740 1,467,687 727,762 219,686 16,976 15,111,314 11,915,693 |
Six months ended 30 June 2021 2020 (Unaudited) (Unaudited) US$ US$ 8,625,784 7,028,858 4,520,080 3,754,357 278,077 387,740 1,467,687 727,762 219,686 16,976 15,111,314 11,915,693 |
|---|---|---|
| 11,915,693 |
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3. REVENUE
| Sales of products Shipping income in connection with sales of products |
Six months ended 30 June 2021 2020 (Unaudited) (Unaudited) US$ US$ 14,744,971 11,745,583 366,343 170,110 15,111,314 11,915,693 |
Six months ended 30 June 2021 2020 (Unaudited) (Unaudited) US$ US$ 14,744,971 11,745,583 366,343 170,110 15,111,314 11,915,693 |
|---|---|---|
| 11,915,693 |
4. PROFIT/(LOSS) FOR THE PERIOD
The Group’s profit/(loss) for the period is stated after charging the following:
| Six months | ended 30 June | |
|---|---|---|
| 2021 | 2020 | |
| (Unaudited) | (Unaudited) | |
| US$ | US$ | |
| Cost of inventories | 6,272,249 | 4,257,347 |
| Staff Salaries Costs | 1,615,029 | 1,088,506 |
| Games Development Expenses | 1,308,534 | 996,729 |
| Merchant Account Fees | 1,029,887 | 958,943 |
| Depreciation | 1,116,882 | 983,780 |
| Amortisation | 997,756 | 1,426,969 |
5. OTHER GAIN, NET
| Exchange gain | Six months ended 30 June 2021 2020 (Unaudited) (Unaudited) US$ US$ 16,301 111,053 16,301 111,053 |
Six months ended 30 June 2021 2020 (Unaudited) (Unaudited) US$ US$ 16,301 111,053 16,301 111,053 |
|---|---|---|
| 111,053 |
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6. INCOME TAX EXPENSE
| Current income tax expense Deferred tax expenses |
Six months ended 30 June 2021 2020 (Unaudited) (Unaudited) US$ US$ — — 11,969 291,011 11,969 291,011 |
Six months ended 30 June 2021 2020 (Unaudited) (Unaudited) US$ US$ — — 11,969 291,011 11,969 291,011 |
|---|---|---|
| 291,011 |
The Group is exempted from taxation in the Cayman Islands and the British Virgin Islands. The companies comprising the Group are subject to the United States of America (“ United States ”) corporate tax at the rate of 21%, Singapore corporate income tax at the rate of 17% and China corporate income tax at the rate of 25%.
7. EARNINGS/(LOSS) PER SHARE
Basic earnings/(loss) per share is calculated by dividing the profit/(loss) for the period attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the period.
| Profit/(loss) for the period attributable to equity holders of the Company (US$) Weighted average number of ordinary shares in issue Basic earnings/(loss) per share (US$) |
Six months ended 30 June 2021 2020 (Unaudited) (Unaudited) 33,241 (589,772) 1,806,000,000 1,806,000,000 0.00002 (0.00033) |
Six months ended 30 June 2021 2020 (Unaudited) (Unaudited) 33,241 (589,772) 1,806,000,000 1,806,000,000 0.00002 (0.00033) |
|---|---|---|
| (0.00033) |
Diluted earnings/(loss) per share is the same as the basic earnings/(loss) per share as there were no potential dilutive ordinary shares outstanding during the six months ended 30 June 2021 and 2020.
8. INTERIM DIVIDEND
The Board did not declare the payment of an interim dividend for the six months ended 30 June 2021 (for the six months ended 30 June 2020: Nil).
9. PROPERTY, PLANT AND EQUIPMENT
During the six months ended 30 June 2021, the Group acquired property, plant and equipment amounting to approximately US$2.5 million (for the six months ended 30 June 2020: approximately US$1.1 million).
10. INTANGIBLE ASSETS
During the six months ended 30 June 2021, the Group spent approximately US$0.9 million on acquisition of intangible assets (for the six months ended 30 June 2020: approximately US$0.9 million).
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11. TRADE AND OTHER RECEIVABLES
| Trade receivables Less: Allowance for doubtful debt Other receivables |
As at 30 June 2021 (Unaudited) US$ 1,485,577 — 1,485,577 110,000 1,595,577 |
As at 31 December 2020 (Audited) US$ 1,312,802 (1,240) 1,311,562 110,000 1,421,562 |
|---|---|---|
During the six months ended 30 June 2021 and the year ended 31 December 2020, the Group granted credit terms of 0 to 60 days and 0 to 60 days to its customers, respectively.
As at 30 June 2021 and 31 December 2020, the ageing analysis of trade receivables by the date on which the respective sales invoices were issued is as follows:
| Less than 30 days 30 days to 90 days 91 days to 180 days 181 days to 365 days Over 365 days SHARE CAPITAL AND SHARE PREMIUM Number of shares of the Company Authorised: Ordinary share capital of HK$0.0005 each on 1 January 2020, 31 December 2020, 1 January 2021 and 30 June 2021 7,600,000,000 |
As at 30 June 2021 (Unaudited) US$ 912,686 70,400 61,527 440,964 — 1,485,577 Share capital US$ 49,147 |
As at 31 December 2020 (Audited) US$ 610,280 12,691 7,169 128,832 552,590 1,311,562 Share premium US$ — |
|---|---|---|
12. SHARE CAPITAL AND SHARE PREMIUM
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| Number of | |||
|---|---|---|---|
| shares of the | |||
| Company | Share capital | Share premium | |
| US$ | US$ | ||
| Issued and fully paid: | |||
| At 1 January 2020, 31 December 2020, | |||
| 1 January 2021 and 30 June 2021 | 1,806,000,000 | 11,700 | 12,384,133 |
13. RELATED PARTY TRANSACTION
Related parties refer to entities to which the Group has the ability, directly or indirectly, to control or exercise significant influence in making financial and operating decisions, or directors or officers of the Group.
(a) Balances with related party
The Directors are of the view that the following company that had transactions or balances with the Group is a related party:
| Name | Relationship with the Group |
|---|---|
| CMON Holdings Limited | Ultimate holding company |
As at 30 June 2021 and 31 December 2020, the amount due to ultimate holding company was unsecured, interest-free, denominated in US$ and repayable on demand.
(b) Key management compensation
| Six months | ended 30 June | |
|---|---|---|
| 2021 | 2020 | |
| (Unaudited) | (Unaudited) | |
| US$ | US$ | |
| Wages and salaries | 246,663 | 265,004 |
| Directors’ fees | 90,000 | 62,857 |
| Pension costs — defined contribution plans | 9,205 | 8,755 |
| 345,868 | 336,616 |
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MANAGEMENT DISCUSSION AND ANALYSIS
Business Model and Business Overview
We are a hobby games publisher specialising in developing and publishing mainly tabletop games (including board games and miniature war games). We also started developing and launching mobile games since 2015.
We publish both self-owned games and licensed games. We also distribute third-party tabletop games. We sell our tabletop games mainly through Kickstarter and to wholesalers. We also sell directly to end-users through our own physical store located in Singapore and online game conventions, both online and physical (where possible), held two to three times a year.
As at the date of this interim results announcement, we offer a total of 106 games, comprising 100 board games, three miniature war games, two mobile games and one computer game.
During the six months ended 30 June 2021, the Group launched three Kickstarter games, namely, CMON Presents: The Animation Collection, Zombicide: Undead or Alive and Marvel United: X-Men and raised approximately US$0.7 million, US$3.3 million and US$5.9 million, respectively.
Long-Term Strategies and Outlook
Our strategy is to achieve long-term growth through geographical diversification and product diversification. We remain focused on (1) expanding into the Asian markets, (2) marketing directly to end users and gamers, particularly in China and South East Asia and (3) strengthening our game design capabilities and licensing of good intellectual properties.
We strive to become a leading developer and publisher of quality tabletop games and are optimistic about the growth and development of the tabletop games industry. During the six months ended 30 June 2021, we launched three Kickstarter games, namely CMON Presents: The Animation Collection, Zombicide: Undead or Alive and Marvel United: X-Men which raised approximately US$0.7 million, US$3.3 million and US$5.9 million, respectively. We will continue to launch games that will not only help us retain a significant number of players, but will also help us attract new players, so we can grow our revenue base and sustain our competitive position. We will continue to expand our geographical coverage with an aim to increase market share as we make our games known to more Asian players.
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Financial Review
Revenue
Revenue increased by approximately 26.8% from approximately US$11.9 million for the six months ended 30 June 2020 to approximately US$15.1 million for the six months ended 30 June 2021 mainly due to the increase in wholesales in the second quarter of 2021.
The following table sets out breakdowns of our revenue by sales channels:
| Six months | ended 30 June | |||
|---|---|---|---|---|
| 2021 | 2020 | |||
| (Unaudited) | (Unaudited) | |||
| US$ | % | US$ | % | |
| Direct | ||||
| Kickstarter | 6,054,949 | 40.1 | 9,821,017 | 82.4 |
| Online store and game conventions | 66,462 | 0.4 | 29,701 | 0.3 |
| Mobile games | 272 | — | 247 | — |
| Wholesalers | 8,989,631 | 59.5 | 2,064,728 | 17.3 |
| Total | 15,111,314 | 100.0 | 11,915,693 | 100.0 |
Cost of Sales
Our cost of sales increased by approximately 22.5% from approximately US$6.9 million for the six months ended 30 June 2020 to approximately US$8.5 million for the six months ended 30 June 2021. The increase was primarily due to the increase in cost of inventories by approximately 47.3% from approximately US$4.3 million for the six months ended 30 June 2020 to approximately US$6.3 million for the six months ended 30 June 2021.
Gross Profit and Gross Profit Margin
Gross profit increased by approximately 32.8% from approximately US$5.0 million for the six months ended 30 June 2020 to approximately US$6.6 million for the six months ended 30 June 2021, mainly due to the higher gross profit margin of Kickstarter sales. Our gross profit margin increased from approximately 41.9% for the six months ended 30 June 2020 to approximately 43.9% for the six months ended 30 June 2021.
Other Income
Other income amounted to US$206,025 and US$137,011 for the six months ended 30 June 2020 and 2021, respectively, and the decrease was mainly due to a larger amount of government subsidy received in 2020 because of the COVID-19 pandemic.
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Selling and Distribution Expenses
Selling and distribution expenses amounted to approximately US$2.2 million and approximately US$2.8 million for the six months ended 30 June 2020 and 2021, respectively. There was increase in headcount and salaries of sales staff and in online marketing expenses.
General and Administrative Expenses
Our general and administrative expenses for the six months ended 30 June 2020 were approximately US$3.2 million and increased to approximately US$3.8 million for the six months ended 30 June 2021, mainly due to the increase in game development expenses and professional service fees.
LIQUIDITY AND FINANCIAL RESOURCES
During the six months ended 30 June 2021, we financed our operations mainly through cash generated from our internally generated funds and external borrowings.
As at 30 June 2021, the Group’s total bank borrowings were approximately US$9.2 million (31 December 2020: approximately US$8.8 million), of which (i) approximately US$3.1 million were denominated in Singapore dollars, with a tenor of 20 years and interests charged at fixed rates from drawdown date till the end of the second year from the respective dates of the banking facility letters and at floating rates for subsequent years; (ii) approximately US$3.6 million were denominated in Singapore dollars, with a tenor of 4 years and interests charged at floating rates; and (iii) approximately US$2.3 million were denominated in United States dollars, with a tenor of 120 days to 4 years and interests charged at floating rates. Bank borrowings of approximately US$3.1 million were secured by the Group’s properties in Singapore, a corporate guarantee from the Company and a charge over all fixed deposits placed with the relevant bank. As at 30 June 2021, the Group’s borrowings were repayable as follows:
| Within 1 year Between 1 and 2 years Between 2 and 5 years Over 5 years Total |
As at 30 June As at 31 December 2021 2020 (Unaudited) (Audited) US$ US$ 2,704,225 2,360,417 1,356,789 1,295,755 3,010,109 2,650,191 2,096,648 2,537,056 9,167,771 8,843,419 |
|---|---|
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As at 30 June 2021 and 31 December 2020, we had total cash and cash equivalents and pledged deposits of approximately US$3.6 million and US$0.7 million, respectively, which were cash at banks and on hand, denominated in United States dollars, Singapore dollars, Chinese renminbi and Hong Kong dollars.
Going forward, we intend to use our capital to fund our working capital, game development activities, acquisition of intellectual properties as well as the expansion plans as stated in the prospectus of the Company dated 25 November 2016 (the “ Prospectus ”).
TREASURY POLICIES
The proceeds from the Group’s sales made through Kickstarter are generally received prior to product delivery and therefore the Group is not exposed to significant credit risk. The Group’s trade receivables are mainly related to sales to wholesalers. We have policies in place to assess and monitor the credit worthiness of our wholesalers. The Group performs periodic credit evaluation on our wholesalers and will adjust the credit extended to the wholesalers accordingly. Normally the Group does not require collaterals from trade debtors. Management makes periodic collective assessment as well as individual assessment on the recoverability of trade receivables based on historical payment records, the length of the overdue period, the financial strength of the trade debtors and whether there are any disputes with the relevant debtors.
CAPITAL STRUCTURE
As at 30 June 2021, the Group’s capital structure consisted of bank borrowings, capital and reserves attributable to equity holders of the Company, comprising share capital, share premium, retained earnings, capital reserves and other reserves.
SIGNIFICANT INVESTMENTS, MATERIAL ACQUISITIONS AND DISPOSALS
During the six months ended 30 June 2021, the Group had no significant investments, material acquisitions and disposals of subsidiaries, associates and joint ventures.
INFORMATION ON EMPLOYEES
As at 30 June 2021, the Group had 64 employees (30 June 2020: 56). Employees are remunerated according to their performance and work experience. On top of basic salaries, discretionary bonus and/or share options may be granted to eligible staff by reference to the Group’s performance as well as individual’s performance. The total staff cost (including remuneration of the Directors and mandatory provident fund contributions) for the six months ended 30 June 2021 amounted to approximately US$1.6 million (for the six months ended 30 June 2020: approximately US$1.1 million).
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CHARGES ON ASSETS
As at 30 June 2021, properties with net book value of approximately US$4.3 million were charged as collateral for bank borrowings.
FUTURE PLAN FOR MATERIAL INVESTMENTS
As at the date of this interim results announcement, the Group does not have concrete plans for material investments. However, as stated in the Prospectus, we intend to increase our market share by adding more high-quality games into our portfolio through title acquisition or licensing. We also intend to consider and explore game developers, publishers and European-based distributors as potential strategic acquisition and licensing targets in the future. We intend to finance our expansion plans mainly through internally generated funds and external borrowings.
GEARING RATIO
As at 30 June 2021, the Group had short-term and long-term bank borrowings of approximately US$2.7 million and approximately US$6.5 million, respectively (31 December 2020: approximately US$2.4 million and approximately US$6.5 million, respectively).
As at 30 June 2021, the gearing ratio of the Group, calculated as total liabilities divided by total assets, was approximately 55.0% (31 December 2020: approximately 48.7%).
EXPOSURE TO FOREIGN EXCHANGE
The Group operates mainly out of Singapore and China, while its main customer base is located in the United States. As such, most of the Group’s transactions are denominated in US dollars. The Group currently does not have a foreign currency hedging policy. However, the Group will continue to monitor foreign exchange exposure and will consider hedging significant foreign currency risk should the need arise.
CONTINGENT LIABILITIES
As at 30 June 2021, the Group did not have any significant contingent liabilities (31 December 2020: Nil).
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CORPORATE GOVERNANCE AND OTHER INFORMATION
Corporate Governance Practices
The Group is committed to maintaining high standards of corporate governance to safeguard the interests of the shareholders of the Company (the “ Shareholders ”) and to enhance corporate value and accountability. The Company has adopted the Corporate Governance Code (the “ CG Code ”) as set out in Appendix 14 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”) as its own code of corporate governance. Save as disclosed in this interim results announcement, the Company has, to the best knowledge of the Board, complied with all applicable code provisions of the CG Code except as described in the following paragraph, during the six months ended 30 June 2021. The Company will continue to review and monitor its corporate governance practices to ensure compliance with the CG Code.
Under code provision A.2.1 of the CG Code, the roles of chairman and chief executive officer should be separate and performed by different individuals. Mr. Ng Chern Ann is currently the chairman and was re-designated as a joint chief executive officer of the Company with the appointment of Mr. David Doust as joint chief executive officer of the Company on 23 January 2020. In view of Mr. Ng being one of the founders of the Group, and his responsibilities in corporate strategic planning and overall business development, the Board believes that it is in the interests of both the Group and the Shareholders to have Mr. Ng taking up both roles for effective management and business development. The Board also meets regularly on a quarterly basis to review the operation of the Group led by Mr. Ng. Accordingly, the Board believes that this arrangement will not impact the balance of power and authorisations between the Board and the management of the Company. Now that Mr. Ng and Mr. David Doust jointly execute the Group’s development strategy and manage the Group’s business operations, the Board will continue to review the effectiveness of the corporate governance structure of the Group in order to assess whether separation of the roles of the chairman and joint chief executive officer is necessary.
Compliance with the Model Code by Directors in Securities Transactions
The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers (the “ Model Code ”) as set out in Appendix 10 to the Listing Rules as its own code of conduct regarding Directors’ securities transactions. Having made specific enquiries of all Directors, each of the Directors has confirmed that he has complied with the required standard of dealings set out in the Model Code during the six months ended 30 June 2021.
Interim Dividend
The Board did not declare any interim dividend for the six months ended 30 June 2021.
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Purchase, Sale or Redemption of Listed Securities of the Company
During the six months ended 30 June 2021, neither the Company nor any of its subsidiaries had purchased, sold or redeemed any of the Company’s listed securities.
AUDIT COMMITTEE AND REVIEW OF THE INTERIM RESULTS
The audit committee of the Company (the “ Audit Committee ”), comprises three members, namely Mr. Wong Yu Shan Eugene (chairman), Mr. Choy Man and Mr. Leung Yuk Hung Paul. All three members are independent non-executive Directors.
The Audit Committee has reviewed, together with the management of the Group, the accounting principles and policies adopted by the Group and discussed with them the unaudited condensed consolidated financial statements and interim results announcement of the Group for the six months ended 30 June 2021, and recommended their adoption by the Board.
DIRECTORS’ AND CONTROLLING SHAREHOLDERS’ INTERESTS IN COMPETING BUSINESS
During the six months ended 30 June 2021, none of the Directors, controlling Shareholders or their respective associates had engaged in or had any interest in any business which competes or is likely to compete, either directly or indirectly, with the business of the Group.
PUBLICATION OF THE INTERIM REPORT
The interim report of the Company for the six months ended 30 June 2021 will be despatched to the Shareholders and available on the Company’s website (http://cmon.com) and the designated website of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) in due course.
By Order of the Board CMON Limited Ng Chern Ann
Chairman, Joint Chief Executive Officer and Executive Director
Singapore, 26 August 2021
As at the date of this announcement, the executive Directors are Mr. Ng Chern Ann, Mr. David Doust and Mr. Koh Zheng Kai; the non-executive Director is Mr. Frederick Chua Oon Kian; and the independent non-executive Directors are Mr. Wong Yu Shan Eugene, Mr. Choy Man and Mr. Leung Yuk Hung Paul.
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