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CMON Limited — Interim / Quarterly Report 2022
Aug 29, 2022
50172_rns_2022-08-29_37d0c4a3-cda9-4641-b44d-71436a187434.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 2022
INTERIM RESULTS
The board (the “ Board ”) of directors (the “ Directors ”) 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 2022 together with the comparative figures for the six months ended 30 June 2021 as follows:
CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
For the six months ended 30 June 2022
| Notes Revenue 2, 3 Cost of sales Gross profit Other income Other gain, net 5 Selling and distribution expenses General and administrative expenses |
Six months ended 30 June 2022 2021 (Unaudited) (Unaudited) US$ US$ 15,192,007 15,111,314 (8,320,159) (8,480,456) 6,871,848 6,630,858 73,096 137,011 4,975 16,301 (2,508,956) (2,833,282) (4,124,244) (3,756,570) |
|---|---|
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| Notes Operating profit Finance costs Profit before income tax Income tax expense 6 Profit after income tax 4 Other comprehensive gain/(loss) Profit and total comprehensive gain for the period attributable to equity holders of the Company Earnings per share attributable to equity holders of the Company during the period 7 |
Six months ended 30 June 2022 2021 (Unaudited) (Unaudited) US$ US$ 316,719 194,318 (161,004) (146,628) 155,715 47,690 (21,356) (11,969) 134,359 35,721 4,022 (2,480) 138,381 33,241 0.00008 0.00002 |
|---|---|
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CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 30 June 2022
| Note ASSETS Non-current assets Property, plant and equipment 9 Intangible assets 10 Convertible bond loan issued by related party 13 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 Retained earnings Capital reserves Share-based compensation reserves Exchange reserves Total equity |
As at 30 June 2022 As at 31 December 2021 (Unaudited) (Audited) US$ US$ 18,056,167 17,204,642 11,251,781 10,682,672 280,000 — 422,290 358,564 30,010,238 28,245,878 2,306,231 1,401,512 2,702,134 276,801 6,494,783 3,389,970 199,400 199,400 2,934,961 3,090,120 14,637,509 8,357,803 44,647,747 36,603,681 11,700 11,700 12,384,133 12,384,133 4,235,335 4,100,976 780,499 780,499 881,459 881,459 (58,404) (62,426) 18,234,721 18,096,341 |
|---|---|
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| As at | As at | ||
|---|---|---|---|
| 30 June | 31 December | ||
| 2022 | 2021 | ||
| (Unaudited) | (Audited) | ||
| Note | US$ | US$ | |
| LIABILITIES | |||
| Non-current liabilities | |||
| Bank Borrowings | 5,757,930 | 5,094,193 | |
| Deferred income tax liabilities | 2,029,804 | 2,394,887 | |
| Lease liabilities | 377,211 | 306,767 | |
| 8,164,945 | 7,795,847 | ||
| Current liabilities | |||
| Trade payables | — | — | |
| Accruals and other payables | 296,202 | 427,459 | |
| Bank borrowings | 3,233,025 | 3,216,344 | |
| Amount due to ultimate holding company | 13 | — | 3 |
| Income tax payable | 261,721 | 43,051 | |
| Contract liabilities | 14 | 14,369,270 | 6,919,605 |
| Lease liabilities | 87,863 | 105,031 | |
| 18,248,081 | 10,711,493 | ||
| Total liabilities | 26,413,026 | 18,507,340 | |
| Total equity and liabilities | 44,647,747 | 36,603,681 |
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CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY For the six months ended 30 June 2022
| Share | Share | Retained | Capital | Shared Based | Exchange | ||
|---|---|---|---|---|---|---|---|
| Capital | Premium | Earnings | Reserves | Reserves | Reserves | Total | |
| US$ | US$ | US$ | US$ | US$ | US$ | US$ | |
| At 1 January 2022 (Audited) | 11,700 | 12,384,133 | 4,100,976 | 780,499 | 881,459 | (62,426) | 18,096,341 |
| Comprehensive income | |||||||
| Profit for the period (unaudited) | — | — | 134,359 | — | — | — | 134,359 |
| Other comprehensive income | |||||||
| (unaudited) | — | — | — | — | — | 4,022 | 4,022 |
| Employee share option granted | |||||||
| (unaudited) | — | — | — | — | — | — | — |
| Total comprehensive income | — | — | 134,359 | — | — | 4,022 | 138,381 |
| At 30 June 2022 (Unaudited) | 11,700 | 12,384,133 | 4,235,335 | 780,499 | 881,459 | (58,404) | 18,234,721 |
| 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/(loss) | — | — | 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 |
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CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
For the six months ended 30 June 2022
| Net cash generated from operating activities Net cash used in investing activities Net cash generated from financing activities Net (decrease)/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 2022 2021 (Unaudited) (Unaudited) US$ US$ 2,978,625 5,984,241 (4,458,950) (3,381,345) 1,321,144 333,627 (159,181) 2,936,523 3,090,120 509,585 4,022 (2,480) 2,934,961 3,443,628 |
|---|---|
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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 2021, 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 2021 which have not come into effect for the financial year beginning 1 January 2022, 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 2022 and 2021, revenue was earned from customers located in the following geographical areas:
| North America Europe Oceania Asia South America |
Six months ended 30 June 2022 2021 (Unaudited) (Unaudited) US$ US$ 6,579,987 8,625,784 4,783,310 4,520,081 306,952 278,077 3,220,675 1,467,687 301,082 219,686 15,192,007 15,111,314 |
Six months ended 30 June 2022 2021 (Unaudited) (Unaudited) US$ US$ 6,579,987 8,625,784 4,783,310 4,520,081 306,952 278,077 3,220,675 1,467,687 301,082 219,686 15,192,007 15,111,314 |
|---|---|---|
| 15,111,314 |
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3. REVENUE
| Sales of products Shipping income in connection with sale of products |
Six months ended 30 June 2022 2021 (Unaudited) (Unaudited) US$ US$ 14,548,252 14,744,971 643,755 366,343 15,192,007 15,111,314 |
Six months ended 30 June 2022 2021 (Unaudited) (Unaudited) US$ US$ 14,548,252 14,744,971 643,755 366,343 15,192,007 15,111,314 |
|---|---|---|
| 15,111,314 |
4. PROFIT FOR THE PERIOD
The Group’s profit for the period is stated after charging the following:
| Six months | ended 30 June | |
|---|---|---|
| 2022 | 2021 | |
| (Unaudited) | (Unaudited) | |
| US$ | US$ | |
| Cost of inventories | 6,220,675 | 6,272,249 |
| Games development expenses | 1,278,756 | 1,308,534 |
| Merchant account fees | 669,361 | 1,029,887 |
| Depreciation | 1,457,068 | 1,116,882 |
| Amortisation | 674,392 | 997,756 |
| Convention expenses | 57,594 | 995 |
5. OTHER GAIN, NET
| Exchange gain | Six months ended 30 June 2022 2021 (Unaudited) (Unaudited) US$ US$ 4,975 16,301 4,975 16,301 |
Six months ended 30 June 2022 2021 (Unaudited) (Unaudited) US$ US$ 4,975 16,301 4,975 16,301 |
|---|---|---|
| 16,301 |
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6. INCOME TAX EXPENSE
| Current income tax expense Deferred tax expenses |
Six months ended 30 June 2022 2021 (Unaudited) (Unaudited) US$ US$ 21,356 — — 11,969 21,356 11,969 |
Six months ended 30 June 2022 2021 (Unaudited) (Unaudited) US$ US$ 21,356 — — 11,969 21,356 11,969 |
|---|---|---|
| 11,969 |
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 (the “ United States ”) corporate tax at the rate of 21% and Singapore corporate income tax at the rate of 17%.
7. EARNINGS PER SHARE
Basic earnings per share is calculated by dividing the profit for the period attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the period.
| Profit for the period attributable to equity holders of the Company (US$) Weighted average number of ordinary shares in issue Basic earnings per share (US$) |
Six months ended 30 June 2022 2021 (Unaudited) (Unaudited) US$ US$ 138,381 33,241 1,806,000,000 1,806,000,000 0.00008 0.00002 |
Six months ended 30 June 2022 2021 (Unaudited) (Unaudited) US$ US$ 138,381 33,241 1,806,000,000 1,806,000,000 0.00008 0.00002 |
|---|---|---|
| 0.00002 |
Diluted earnings per share is the same as the basic earnings per share as there were no potential dilutive ordinary shares outstanding during the six months ended 30 June 2022 and 2021.
8. INTERIM DIVIDEND
The Board did not declare the payment of an interim dividend for the six months ended 30 June 2022 (for the six months ended 30 June 2021: Nil).
9. PROPERTY, PLANT AND EQUIPMENT
During the six months ended 30 June 2022, the Group acquired property, plant and equipment amounting to approximately US$2.0 million (for the six months ended 30 June 2021: approximately US$2.5 million).
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10. INTANGIBLE ASSETS
During the six months ended 30 June 2022, the Group spent approximately US$1.0 million on acquisition of intangible assets (for the six months ended 30 June 2021: approximately US$0.9 million).
11. TRADE AND OTHER RECEIVABLES
| Trade receivables Less: Allowance for doubtful debt Other receivables |
As at 30 June 2022 (Unaudited) US$ 2,592,134 — 2,592,134 110,000 2,702,134 |
As at 31 December 2021 (Audited) US$ 166,801 — |
|---|---|---|
| 166,801 110,000 |
||
| 276,801 |
During the six months ended 30 June 2022 and the year ended 31 December 2021, the Group granted credit terms of 0 to 30 days and 0 to 60 days to its customers, respectively.
As at 30 June 2022 and 31 December 2021, 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 |
As at 30 June 2022 (Unaudited) US$ 2,350,934 188,400 52,800 — — 2,592,134 |
As at 31 December 2021 (Audited) US$ 96,978 57,600 7,400 4,823 — |
|---|---|---|
| 166,801 |
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12. SHARE CAPITAL AND SHARE PREMIUM
| Number of | |||
|---|---|---|---|
| shares of the | |||
| Company | Share capital | Share premium | |
| US$ | US$ | ||
| Authorised: | |||
| Ordinary share capital of HK$0.0005 each on | |||
| 1 January 2021, 31 December 2021, | |||
| 1 January 2022 and 30 June 2022 | 7,600,000,000 | 49,147 | — |
| Number of | |||
| shares of the | |||
| Company | Share capital | Share premium | |
| US$ | US$ | ||
| Issued and fully paid: | |||
| At 1 January 2021, 31 December 2021, | |||
| 1 January 2022 and 30 June 2022 | 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. In addition to those related party transactions and balance disclosed elsewhere in the condensed consolidated financial statements, the Group had the following transactions with its related parties during the period.
(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 |
| Monsoon Digital Limited | Related company |
As at 30 June 2022, the amount due to ultimate holding company was unsecured, interest-free, denominated in US$ and repayable on demand. The related company issued a convertible bond for a loan of US$280,000 and at an interest rate of 2% per annum.
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(b) Key management compensation
| Wages and salaries Directors’ fees Pension costs — defined contribution plans 14. CONTRACT LIABILITIES Disclosures of revenue-related items: Contract liabilities Significant changes in contract liabilities during the period: Increase due to operations during the period Transfer of contract liabilities to revenue |
Six months ended 30 June 2022 2021 (Unaudited) (Unaudited) US$ US$ 557,529 246,663 72,000 90,000 102,088 9,205 731,617 345,868 As at 30 June 2022 As at 31 December 2021 (Unaudited) (Audited) US$ US$ 14,369,270 6,919,605 As at 30 June 2022 As at 31 December 2021 (Unaudited) (Audited) US$ US$ 14,769,860 19,579,856 (6,519,015) (17,319,478) |
|---|---|
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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 114 games, comprising 108 board games, three miniature war games, two mobile games and one computer game.
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 2022, we launched two Kickstarter games, namely Marvel Zombies — A Zombicide Game and Household and raised approximately US$8.9 million and US$0.5 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.
Financial Review
Revenue
Revenue increased by approximately 0.5% from approximately US$15.1 million for the six months ended 30 June 2021 to approximately US$15.2 million for the six months ended 30 June 2022, mainly due to more Kickstarter revenue recognized.
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The following tables sets out breakdown of our revenue by sales channels:
| Six months | ended 30 June | |||
|---|---|---|---|---|
| 2022 | 2021 | |||
| (Unaudited) | (Unaudited) | |||
| US$ | % | US$ | % | |
| Direct | ||||
| Kickstarter | 6,389,008 | 42.1 | 6,054,949 | 40.1 |
| Online store and game conventions | 44,706 | 0.3 | 66,462 | 0.4 |
| Mobile games | 106 | — | 272 | — |
| Wholesalers | 8,758,187 | 57.6 | 8,989,631 | 59.5 |
| Total | 15,192,007 | 100.0 | 15,111,314 | 100.0 |
Cost of Sales
Our cost of sales decreased by 1.9% from approximately US$8.5 million for the six months ended 30 June 2021 to approximately US$8.3 million for the six months ended 30 June 2022. The decrease was mainly due to the decrease in cost of sales — amortization by approximately 32.5% from approximately US$1.0 million for the six months ended 30 June 2021 to approximately US$0.7 million for the six months ended 30 June 2022. During the period, we focused on releasing licensed games and spent less on acquiring IPs, resulting in the decrease in amortization.
Gross Profit and Gross Profit Margin
Gross profit increased by approximately 3.6% from approximately US$6.6 million for the six months ended 30 June 2021 to approximately US$6.9 million for the six months ended 30 June 2022, mainly due to the lower cost of amortization in cost of sales. This was because during the period, we focused on releasing licensed games and spent less on acquiring IPs, resulting in the decrease in amortization. Our gross profit margin increased from approximately 43.9% for the six months ended 30 June 2021 to approximately 45.2% for the six months ended 30 June 2022.
Other Income
Other income amounted to US$137,011 and US$73,096 for the six months ended 30 June 2021 and 2022, respectively, and the decrease was mainly due to a large amount of government subsidy received in 2021 because of the COVID-19 pandemic.
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Selling and Distribution Expenses
Selling and distributing expenses amounted to approximately US$2.8 million and approximately US$2.5 million for the six months ended 30 June 2021 and 2022, respectively. This was mainly due to the lower funding received via Paypal during the period, resulting in a reduction of US$0.3 million in merchant account fees.
General and Administrative Expenses
Our general and administrative expenses for the six months ended 30 June 2021 were approximately US$3.8 million and increased to approximately US$4.1 million for the six months ended 30 June 2022, mainly due to the increase in depreciation expenses as we continued to invest in assets used to produce our games.
LIQUIDITY AND FINANCIAL RESOURCES
During the six months ended 30 June 2022, we financed our operations mainly through cash generated from our internally generated funds and external borrowings.
As at 30 June 2022, the Group’s total bank borrowings were approximately US$9.0 million (31 December 2021: approximately US$8.3 million), of which (i) approximately US$2.8 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$2.6 million were denominated in Singapore dollars, with a tenor of 4 years and interests charged at floating rates; and (iii) approximately US$3.7 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$2.8 million were secured by the Group’s properties in Singapore, a corporate guarantee from the Company and a charge over all fixed deposits placed with the relevant bank. As at 30 June 2022, the Group’s borrowings were repayable as follows:
| Within 1 year Between 1 and 2 years Between 2 and 5 years Over 5 years Total |
As at 30 June 2022 As at 31 December 2021 (Unaudited) (Audited) US$ US$ 3,233,025 3,216,344 1,572,580 1,131,164 2,187,415 1,862,759 1,997,935 2,100,270 8,990,955 8,310,537 |
As at 30 June 2022 As at 31 December 2021 (Unaudited) (Audited) US$ US$ 3,233,025 3,216,344 1,572,580 1,131,164 2,187,415 1,862,759 1,997,935 2,100,270 8,990,955 8,310,537 |
|---|---|---|
| 8,310,537 |
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As at 30 June 2022 and 31 December 2021, we had total cash and cash equivalents and pledged deposit of approximately US$3.1 million and approximately US$3.3 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.
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 2022, 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 2022, the Group had no significant investments, material acquisitions and disposals of subsidiaries, associates and joint ventures.
INFORMATION ON EMPLOYEES
As at 30 June 2022, the Group had 65 employees (30 June 2021: 64). 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 2022 amounted to approximately US$1.8 million (for the six months ended 30 June 2021: approximately US$1.6 million).
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CHARGES ON ASSETS
As at 30 June 2022, properties with net book value of approximately US$3.9 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, we intend to increase our market share by adding more high-quality games into our portfolio through licensing or acquisition of smaller titles. We also intend to work with more game developers, publishers and Asian-based distributors which may become future acquisition targets. We intend to finance our expansion plans mainly through internally generated funds and external borrowings.
GEARING RATIO
As at 30 June 2022, the Group had short-term and long-term bank borrowings of approximately US$3.2 million and approximately US$5.8 million, respectively (31 December 2021: approximately US$3.2 million and approximately US$5.1 million, respectively).
As at 30 June 2022, the gearing ratio of the Group, calculated as total liabilities divided by total assets, was approximately 59.2% (31 December 2021: approximately 50.6%).
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 2022, the Group did not have any significant contingent liabilities (31 December 2021: Nil).
INTERIM DIVIDEND
The Board did not declare any interim dividend for the six months ended 30 June 2022 (for the six months ended 30 June 2021: 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 “ Stock Exchange ”) (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 during the six months ended 30 June 2022. The Company will continue to review and monitor its corporate governance practices to ensure compliance with the CG Code.
Under code provision C.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. 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 the Directors, each of the Directors has confirmed that he has complied with the required standard of dealings during the six months ended 30 June 2022.
Purchase, Sale or Redemption of Listed Securities of the Company
During the six months ended 30 June 2022, neither the Company nor any of its subsidiaries had purchased, sold or redeemed any of the Company’s listed securities.
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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 2022, recommending their adoption by the Board.
PUBLICATION OF THE INTERIM REPORT
The interim report of the Company for the six months ended 30 June 2022 will be despatched to the Shareholders and available on the Company’s website (http://cmon.com) and the designated website of the Stock Exchange (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, 29 August 2022
As at the date of this announcement, the executive Directors are Mr. Ng Chern Ann, Mr. David Doust, Mr. David Preti 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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