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Future Data Group Limited Interim / Quarterly Report 2016

Aug 11, 2016

51343_rns_2016-08-11_795e2713-563d-4eb0-88dd-522a26847043.pdf

Interim / Quarterly Report

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Future Data Group Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 8229)

INTERIM RESULTS ANNOUNCEMENT FOR THE SIX MONTHS ENDED 30 JUNE 2016

CHARACTERISTICS OF THE GROWTH ENTERPRISE MARKET (“GEM”) OF THE STOCK EXCHANGE OF HONG KONG LIMITED (THE “STOCK EXCHANGE”)

GEM has been positioned as a market designed to accommodate companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. The greater risk profile and other characteristics of GEM mean that it is a market more suited to professional and other sophisticated investors.

Given the emerging nature of companies listed on GEM, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board of the Stock Exchange and no assurance is given that there will be a liquid market in the securities traded on GEM.

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.

This announcement, for which the directors (the “Directors”) of Future Data Group Limited (the “Company” and together with its subsidiaries, the “Group”) collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on the Growth Enterprise Market of the Stock Exchange of Hong Kong Limited for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief the information contained in this announcement is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this announcement misleading.

— 1 —

FINANCIAL HIGHLIGHTS

For the six months ended 30 June 2016

  • The unaudited revenue of the Group for the six months ended 30 June 2016 was HK$223 million representing an increase of approximately HK$13 million, or 6.2%, as compared to the six months ended 30 June 2015.

  • The unaudited loss after tax for the six months ended 30 June 2016 was HK$5.3 million, representing a decrease of approximately HK$10.9 million or 194.6%, as compared to the profit after tax of approximately HK$5.6 million for the six months ended 30 June 2015. Such unaudited loss included, as highlighted in the Prospectus, the non-recurring Listing expenses of HK$9.6 million (six months ended 30 June 2015: nil).

  • Unaudited basic loss per share for the six months ended 30 June 2016 was 1.76 HK cents (six months ended 30 June 2015: basic earnings per share of 1.86 HK cents).

  • The Board does not recommend the payment of interim dividend for the six months ended 30 June 2016 (six months ended 30 June 2015: nil).

— 2 —

INTERIM RESULTS

The board of Directors (the “Board”) presents the unaudited condensed consolidated interim financial statements of the Group for the three months and six months ended 30 June 2016, together with the comparative figures.

Unless otherwise stated, the capitalised terms in this announcement shall have the same meaning as in the prospectus of the Company dated 29 June 2016 (“Prospectus”).

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME For the three and six months ended 30 June 2016

**Three months ** **Three months ** ended **Six months ** ended
30 June 30 June
2016 2015 2016 2015
Note HK$’000 HK$’000 HK$’000 HK$’000
(unaudited) (unaudited) (unaudited) (unaudited)
Revenue 3 133,921 118,402 223,424 210,289
Cost of sales (116,409) (102,785) (189,009) (177,204)
Gross profit 17,512 15,617 34,415 33,085
Other income 312 658 925 658
Selling and administrative
expenses (15,725) (13,600) (29,595) (26,638)
Listing expenses (4,749) (9,649)
Finance costs (57) (42) (125) (92)
(Loss)/Profit before income
tax 4 (2,707) 2,633 (4,029) 7,013
Income tax expense 5 (534) (731) (1,256) (1,423)
(Loss)/Profit for the period (3,241) 1,902 (5,285) 5,590
Other comprehensive income
for the period
Item that will be reclassified
subsequently to profit or
loss:
Exchange differences arising
on translation of foreign
operations (833) (333) 1,356 (1,395)
Total other comprehensive
income (833) (333) 1,356 (1,395)
Total comprehensive
income for the period (4,074) 1,569 (3,929) 4,195
(Loss)/Earnings per share
Basic and Diluted (HK cents) 6 (1.08) 0.63 (1.76) 1.86

— 3 —

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

Notes
ASSETS AND LIABILITIES
Non-current assets
Property, plant and equipment
Available-for-sale financial assets
8
Deposits
Deferred tax assets
Current assets
Inventories
9
Trade and other receivables
10
Amounts due from contract customers
11
Prepayments
Fixed bank deposits
Pledged fixed bank deposits
Cash and cash equivalents
Current liabilities
Trade and other payables
12
Amounts due to contract customers
11
Amount due to AMS
13
Bank borrowings
14
Current-portion of obligations under finance
leases
Tax payable
Net current assets
Total assets less current liabilities
Non-current liabilities
Defined benefit obligations
Obligations under finance leases
Net assets
EQUITY
Share capital
Reserves
Total equity
As at
30 June
As at
31 December
2016
2015
HK$’000
HK$’000
(unaudited)
(audited)
11,613
12,612
6,136
5,914
4,637
4,423
3,103
3,054
25,489
26,003
14,867
8,326
77,379
97,318
1,597
8,658
9,029
5,786
6,118
4,815
3,350

35,794
71,243
148,134
196,146
71,291
133,476
14,366
2,305

6,341
13,491
11,887
35
77
1,142
2,576
100,325
156,662
47,809
39,484
73,298
65,487
1,538
1,102
15
32
1,553
1,134
71,745
64,353

3,684
71,745
60,669
71,745
64,353

— 4 —

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

At 1 January 2016 (audited)
Loss for the period
Exchange differences arising on
translation of foreign operations
Issue of shares by subsidiaries
Effects of group reorganisation
Issue of shares by Company
At 30 June 2016 (unaudited)
At 1 January 2015 (audited)
Profit for the period
Exchange differences arising on
translation of foreign operations
At 30 June 2015 (unaudited)
Share
capital
HK$’000
3,684


11,321
(15,005)
Capital
reserve*
HK$’000




15,005
Investment
revaluation
reserve
Research and
development
reserve**
HK$’000
HK$’000

3,674











3,674
44
3,674




44
3,674
Investment
revaluation
reserve
Research and
development
reserve**
HK$’000
HK$’000

3,674











3,674
44
3,674




44
3,674
Foreign
exchange
reserve*
HK$’000
(7,338)

1,356


Legal
reserve*
HK$’000
1,530




Retained
earnings*
HK$’000
62,803
(5,285)



Total
equity
HK$’000
64,353
(5,285)
1,356
11,321

15,005 3,674 (5,982) 1,530 57,518 71,745
3,674



3,674

(2,260)

(1,395)
1,530

56,022
5,590
62,684
5,590
(1,395)
3,674 3,674 (3,655) 1,530 61,612 66,879
  • The total of these balances represents “Reserves” in the condensed consolidated statement of financial position.

As at 30 June 2016, the issued share capital of the Company is HK$ 10 comprising of 1,000 shares of HK$ 0.01 each and therefore presented as nil in the condensed consolidated statement of changes in equity for the six months ended 30 June 2016.

— 5 —

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS For the six months ended 30 June 2016

Six months ended Six months ended
**30 ** June
2016 2015
HK$’000 HK$’000
(unaudited) (unaudited)
Net cash (used in)/generated from operating activities (31,581) 3,053
Net cash used in investing activities (4,846) (6,287)
Net cash generated from financing activities 527 5,749
Net (decrease)/increase in cash and cash equivalents (35,900) 2,515
Cash and cash equivalents at beginning of period 71,243 29,831
Effect of exchange rate changes on cash and cash
equivalents 451 (590)
Cash and cash equivalents at end of period 35,794 31,756
Analysis of balances of cash and cash equivalents
Cash and bank balances 35,794 31,756

— 6 —

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

1. GENERAL INFORMATION

These condensed consolidated interim financial statements for the six months ended 30 June 2016 have been prepared in accordance with the applicable Hong Kong Accounting Standard 34 “Interim Financial Reporting” issued by the Hong Kong Institute of Certified Public Accountants and the applicable disclosure requirements of Chapter 18 of the Rules (the “GEM Listing Rules”) Governing the Listing of Securities on the Growth Enterprise Market (“GEM”) of The Stock Exchange of Hong Kong Limited (“Stock Exchange”). The principal activity of the Company is investment holding. The Company and the companies now comprising the Group are principally engaged in the provision of (i) integrated systems with network connectivity, cloud computing and security elements and (ii) maintenance service (“Business”).

2. BASIS OF PREPARATION, GROUP REORGANISATION AND ACCOUNTING POLICIES

These condensed consolidated interim financial statements do not include all the information required for a complete set of financial statements under Hong Kong Financial Reporting Standards (“HKFRS”). They should be read in conjunction with the financial information of the Group incorporated in the accountants’ report (the “Accountants’ Report”) of the financial information relating to the Group for each of the years ended 31 December 2014 and 2015 (the “Financial Information”) as set out in Appendix I to the Prospectus. The accounting policies and methods of computation used in the preparation of these condensed consolidated interim financial statements are consistent with those used in the preparation of the Financial Information.

The functional currency of the Company’s principal operating subsidiary, Global Telecom Company Limited (“Global Telecom”) is South Korean Won (“KRW”), while the condensed consolidated interim financial statements are presented in Hong Kong dollars (“HK$”). As the Company’s shares (the “Shares”) are listed on the GEM of the Stock Exchange, the directors consider that it is more appropriate to adopt HK$ as the Group’s presentation currency.

In preparation of the listing of the Shares on GEM (the “Listing”) , the Group underwent a corporate reorganisation (“Reorganisation”) to rationalise its Group structure. Prior to the Reorganisation, Global Telecom was wholly-owned by a corporate shareholder, Asia Media Systems Pte. Ltd. (“AMS”). The controlling shareholders of AMS are Mr. Phung Nhuong Giang, Mr. Lee Seung Han, Mr. Suh Seung Hyun and Mr. Park Hyeoung Jin. Pursuant to the Reorganisation to prepare for the Listing as more fully explained in the paragraph headed “Reorganisation” under the section headed “History, Reorganisation and Corporate Structure” in the Prospectus, the Company has since 20 June 2016 become the holding company of its subsidiaries now comprising the Group. Immediately prior to the completion of the Reorganisation, the Business has been conducted through Global Telecom. Pursuant to the Reorganisation, Global Telecom is transferred to and held by the Company indirectly through SuperChips Limited. Upon completion of the Reorganisation, the Company is wholly-owned by LiquidTech Limited which is wholly-owned by AMS. The Company has not been involved in any business prior to the Reorganisation. The Reorganisation is merely a reorganisation of the structure of the Group with no change in management of the Business. The Group comprising the

— 7 —

Company and its subsidiaries resulting from the Reorganisation is regarded as a continuing entity. Accordingly, the condensed consolidated interim financial statements have been prepared on a combined basis as if the current group structure had been in existence since 1 January 2015, or since the respective dates of incorporation of the relevant entity, where there is a shorter period.

On 1 January 2016, the Group has adopted all the new and revised HKFRS, amendments and interpretations that are effective from that date and are relevant to its operations. The adoption of these new/revised HKFRS, amendments and interpretations does not result in changes to the Group’s accounting policies and has no material effect on the amounts reported for the current or prior period.

3. REVENUE AND SEGMENT INFORMATION

The executive directors of the Company (the “Executive Directors”) are the Group’s chief operating decision-markers. Management has determined the operating segments based on the information reviewed by the Executive Directors for the purposes of allocating resources and assessing performance. The Executive Directors review the performance of the Group mainly from the service perspective. The Group is organised into two segments engaged in:

(i) system integration; and

(ii) maintenance service

The Executive Directors assess the performance of the operating segments based on a measure of gross profit of each segment, which is consistent with that of the condensed consolidated interim financial statements. The revenue reported to the Executive Directors is measured in a manner consistent with that in the condensed consolidated statement of comprehensive income.

Three months ended 30 June

Total segment
revenue
Gross
profit/segment
results
Other income
Selling and
administrative
expenses
Listing expenses
Finance costs
(Loss)/Profit before
income tax
Income tax expense
(Loss)/Profit for the
period
2016
System
integration
Maintenance
service
HK$’000
HK$’000
(unaudited)
(unaudited)
111,440
22,481
10,207
7,305
Total
133,921
17,512
312
(15,725)
(4,749)
(57)
(2,707)
(534)
(3,241)
2015
System
integration
Maintenance
service
HK$’000
HK$’000
(unaudited)
(unaudited)
98,271
20,131
8,689
6,928
Total
118,402
15,617
658
(13,600)

(42)
2,633
(731)
1,902

— 8 —

Six months ended 30 June

Total segment
revenue
Gross
profit/segment
results
Other income
Selling and
administrative
expenses
Listing expenses
Finance costs
(Loss)/Profit before
income tax
Income tax expense
(Loss)/Profit for the
period
2016
System
integration
Maintenance
service
HK$’000
HK$’000
(unaudited)
(unaudited)
183,286
40,138
20,247
14,168
Total
223,424
34,415
925
(29,595)
(9,649)
(125)
(4,029)
(1,256)
(5,285)
2015
System
integration
Maintenance
service
HK$’000
HK$’000
(unaudited)
(unaudited)
179,180
31,109
22,151
10,934
Total
210,289
33,085
658
(26,638)

(92)
7,013
(1,423)
5,590

During each of the periods presented, there is no single customer who contributed to 10% or more of the Group’s revenue.

During each of the periods presented, all the Group’s revenue is derived from Korea based on the location of the headquarters of the Group’s customers.

4. (LOSS)/PROFIT BEFORE INCOME TAX

(Loss)/Profit before income tax is arrived at after charging:

Costs of inventories recognised
as expenses
Employee costs
Subcontracting costs
Listing expenses
Depreciation of property, plant
and equipment
Research and development
costs
Loss on disposal of property,
plant and equipment
Minimum lease payments in
respect of rented premises
Three months ended
30 June
2016
2015
HK$’000
HK$’000
(unaudited)
(unaudited)
84,742
72,975
17,533
15,070
10,764
12,202
4,749

1,020
849
566
666


409
433
Six months ended
30 June
2016
2015
HK$’000
HK$’000
(unaudited)
(unaudited)
131,988
123,291
33,755
27,732
19,782
25,870
9,649

2,009
1,624
1,125
1,247

131
805
790

— 9 —

5. INCOME TAX EXPENSE

Current tax
Deferred tax
Total
Three months ended
30 June
2016
2015
HK$’000
HK$’000
(unaudited)
(unaudited)
296
149
238
582
534
731
Six months ended
30 June
2016
2015
HK$’000
HK$’000
(unaudited)
(unaudited)
1,306
1,187
(50)
236
1,256
1,423

Global Telecom is subject to Korean Corporate Income Tax which comprised national and local taxes (collectively “Korean Corporate Income Tax”). Korean Corporate Income Tax is charged at the progressive rate from 11% to 24.2% on the estimated assessable profit of Global Telecom derived worldwide during each of the periods presented. No Hong Kong Profits Tax has been provided as Future Data Limited (“Future Data”) which was incorporated in October 2015 did not have assessable profits which are subject to tax during the six months ended 30 June 2016.

6. (LOSS)/EARNINGS PER SHARE

The calculation of basic (loss) / earnings per share is based on the ( loss ) / profit for the period and on the basis that 300,000,000 ordinary shares had been in issue throughout the period from 1 January 2015 to 30 June 2016. The diluted and basic ( loss ) / earnings per share are the same as there are no dilutive potential shares in existence during the period from 1 January 2015 to 30 June 2016.

7. DIVIDEND

The Company did not pay any dividend during the six months ended 30 June 2016.

During the six months ended 30 June 2016, Global Telecom paid dividend of US $ 689,000 (equivalent to HK$ 5,325,000) (six months ended 30 June 2015 : nil). The dividend paid represented 2014 interim dividend declared by Global Telecom to AMS which was its then sole shareholder.

— 10 —

8. AVAILABLE-FOR-SALE FINANCIAL ASSETS — NON-CURRENT

30 June 31 December
2016 2015
HK$’000 HK$’000
(unaudited) (audited)
Unlisted equity securities, as cost:
Korea Software Financial Cooperative (“KSFC”) 2,015 1,979
Korea Communications Industry Cooperative(“KCIC”) 30 29
2,045 2,008
Savings-type insurance policies, at account values 4,091 3,906
6,136 5,914

The details of the investee companies were set out in the Accountants’ Report.

During the insured periods covered by the insurance policies, Global Telecom can earn interest income which is linked to the then prevailing market saving interest rates. The Directors consider that the account values of these insurance policies provided by insurance companies approximate their fair values.

The account values of the insurance policies are grouped under Level 2 of the fair value hierarchy under HKFRS 13. There were no transfers between the three levels during each of the periods presented.

9. INVENTORIES

30 June 31 December
2016 2015
HK$’000 HK$’000
(unaudited) (audited)
Hardware and software 14,867 8,326
10. TRADE AND OTHER RECEIVABLES
30 June 31 December
2016 2015
HK$’000 HK$’000
(unaudited) (audited)
Trade debtors 81,556 100,991
Less: Provision for impairment of trade receivables (7,123) (6,611)
Trade receivables, net (note (a)) 74,433 94,380
Retention money receivable 2,316 2,275
Short-term loans to employees 578 633
Accrued interest 52 30
77,379 97,318

— 11 —

  • (a) The credit term granted by the Group to its trade customers is normally 90 days. Based on the invoice dates, the ageing analysis of the Group’s trade receivables net of impairment provision is as follows:
30 June 31 December
2016 2015
HK$’000 HK$’000
(unaudited) (audited)
0 - 90 days 56,134 72,119
91 - 180 days 5,590 14,532
181 - 365 days 11,683 6,260
1 - 2 years 196 399
Over 2 years 830 1,070
74,433 94,380

The movement in the allowance for impairment of trade receivables is as follows:

30 June 31 December
2016 2015
HK$’000 HK$’000
(unaudited) (audited)
Carrying amount at 1 January 2016/1 January 2015 6,611 6,125
Impairment losses recognised 1,371
Written off (401)
Exchange realignment 512 (484)
Carrying amount at 30 June 2016/31 December 2015 7,123 6,611

11. AMOUNTS DUE FROM/(TO) CONTRACT CUSTOMERS

30 June 31 December
2016 2015
HK$’000 HK$’000
(unaudited) (audited)
Contracts in progress at the end of each reporting period:
Contract costs incurred plus recognised profits less recognised
losses 132,787 67,401
Less: Progress billings (145,556) (61,048)
(12,769) 6,353
Analysed for reporting purposes as:
Amounts due from contract customers 1,597 8,658
Amounts due to contract customers (14,366) (2,305)
(12,769) 6,353

— 12 —

12. TRADE AND OTHER PAYABLES

30 June 31 December
2016 2015
HK$’000 HK$’000
(unaudited) (audited)
Trade payables (note (a)) 49,465 111,583
Accruals and other payables 18,455 14,479
Advance receipts 582 3,509
Value-added tax payables 2,789 3,905
71,291 133,476
  • (a) Credit periods granted by suppliers and subcontractors normally range from 30 days to 90 days. Based on the invoice dates, the ageing analysis of the trade payables is as follows:
30 June 31 December
2016 2015
HK$’000 HK$’000
(unaudited) (audited)
0 - 30 days 30,280 72,813
31 - 60 days 3,727 12,857
61 - 90 days 1,600 2,408
91 - 180 days 5,137 17,726
181 - 365 days 8,333 5,403
Over 1 year 388 376
49,465 111,583

13. AMOUNT DUE TO AMS

This represented the Listing expenses paid by AMS on behalf of the Group. The balance is unsecured, interest-free, denominated in US$ and repayable on 27 October 2016 or such date as may be agreed between AMS and Future Data. The carrying amount approximates its fair value. The loan amount was capitalised as part of the Reorganisation.

— 13 —

14. BANK BORROWINGS

30 June 31 December
2016 2015
HK$’000 HK$’000
(unaudited) (audited)
Unsecured:
- Bank loans 8,844 6,302
- Bills payable 1,616 2,213
10,460 8,515
Guaranteed:
- Bills payable 1,844 1,050
- Other borrowings 1,187 2,322
3,031 3,372
Total borrowings due for repayment within one year 13,491 11,887

As at 30 June 2016 , bank borrowings by Global Telecom of HK$3,031,000 were supported by corporate guarantees of the Company.

15. RELATED PARTY TRANSACTIONS

Apart from the amount due to AMS as disclosed in note 13, during the periods set out below, the Group entered into the following transactions with related parties:

**Three months ** ended **Six months ** ended
30 June 30 June
2016 2015 2016 2015
HK$’000 HK$’000 HK$’000 HK$’000
(unaudited)
(unaudited)
(unaudited) (unaudited)
  • (a) Interest income earned by Global Telecom from advances made to Mr. Lee Seung Han who is Vice President of Global Telecom and director of the Company

  • (b) Remuneration of directors and other members of key management


1,785
62
2,271

3,486
62
4,109

— 14 —

  • (c) As at 31 December 2015, Mr. Suh Seung Hyun, CEO of Global Telecom and Chairman of the Company, provided personal guarantees in support of banking facilities and guarantees provided by KSFC to Global Telecom. As at 30 June 2016, all the personal guarantees provided by Mr. Suh Seung Hyun were released.

16. SUBSEQUENT EVENTS

In connection with the Listing on 8 July 2016 (the “Listing Date”), 100,000,000 shares of HK$0.01 each of the Company were issued at an issue price of HK$0.58 and listed on GEM.

Upon the creation of the Company’s share premium account of HK$57,000,000 as a result of the Listing, an amount of HK$2,999,990 standing to the credit of the share premium account of the Company has been capitalised by applying such sum towards paying up in full at par a total of 299,999,000 shares for allotment and issue to the persons whose name appear on the register of members as at the close of business on 21 June 2016.

— 15 —

MANAGEMENT DISCUSSION AND ANALYSIS

Established in 1997, we are a Korea based company principally engaged in the provision of integrated systems and maintenance service. The Listing of the Company’s shares on GEM on 8 July 2016 by way of placing marked a step forward of the Group into its next stage of growth.

Financial Review

Results from Operations

For the six months ended 30 June 2016, the Group recorded a revenue of approximately HK$223 million, all of which was contributed from our Korea’s operating subsidiary, Global Telecom. Relative to the same period in 2015, revenue has increased by 6.2%, mainly attributable to an increase in maintenance service revenue. As a segment, maintenance service revenue edged up 29% to approximately HK$40 million for the six months ended 30 June 2016. Of the HK$183 million revenue derived from system integration segment, the public sector represents significant contribution in this reporting period. For instance, Incheon Airport, which is a public sector customer contributed approximately HK$36 million to our recorded revenue. Other notable public sector customers of our top 20 clients for the period include Siheung, Bucheon and Jeju city government; and government agency in electric utility and defense. The named public sector clients represent recurring businesses for the Group.

The Group’s gross profit increased slightly by approximately 4%, from HK$33 million for the six months ended 30 June 2015 to HK$34.4 million for the six months ended 30 June 2016. The gross profit margin remains stable at around 15%.

Selling and administrative expenses for the six months ended 30 June 2016 was approximately HK$30 million, (30 June 2015: approximately HK$26.6 million) representing an increase of HK$3.4 million or 11.1% mainly due to increase of commission expenses and insurance expenses.

— 16 —

As a direct result of the non-recurring Listing expenses stated above, the Group recorded a loss before tax for the six months ended 30 June 2016 of approximately HK$4 million. Excluding the non-recurring Listing expenses, the Group would have recorded a profit before tax of approximately HK$5.6 million (30 June 2015: a profit before tax of approximately HK$7 million), representing a decrease of HK$1.4 million or 20% relative to the same period in 2015.

Our Korea’s operations recorded an income tax expense of approximately HK$1.3 million for this reporting period. As a result, our Group’s performance showed a loss after tax of approximately HK$5.3 million. Again, excluding the non-recurring Listing expenses, the net profit after tax for the six months ended 30 June 2016 would have been HK$4.3 million, representing a decrease of HK$1.3 million or 23.2% compared to that of 2015.

Balance Sheet Summary

The Group recorded non-current assets of HK$25.5 million as at 30 June 2016. This amount is comparable to that recorded as at 31 December 2015.

Our current assets was HK$148 million as at 30 June 2016, which is less than that as at 31 December 2015 of HK$196 million, by an amount of HK$48 million. This was due mainly to a reduction in cash and bank balances of approximately HK$35.4 million, lower trade receivables of approximately HK$19.9 million, and offset by an increase in inventories of HK$6.5 million recorded as at 30 June 2016 compared to that as at 31 December 2015.

In line with the reduction of current assets, our current liabilities were also reduced to HK$100 million as at 30 June 2016, from HK$157 million as at 31 December 2015. This reduction of approximately HK$57 million was a result of paying down amounts due to our suppliers. As such, our trade payables were reduced to HK$49 million as at 30 June 2016 from HK$112 million as at the end of last year.

Non-current liabilities is not significant as it only includes our Korean employee’s long term benefits (or better known as employee’s superannuation). Our Group has yet to incur any employee’s superannuation for the Company and Hong Kong subsidiary of the Group in this reporting period.

As a result, our Group recorded an increase in total equity to approximately HK$72 million as at 30 June 2016, from approximately HK$64 million as at 31 December 2015.

— 17 —

Liquidity and Financial Resources

Before the Listing, the Group’s operations were mainly financed by external financing and internal resources. Following the placing and the Listing, the Group’s operations will be financed by a combination of internal resources, external financing and net proceeds from the placing, and this enables the Group to expand in accordance with its business directions.

As at 30 June 2016, the total equity of the Group amounted to approximately HK$72 million. Current assets amounted to approximately HK$148 million. The total debt of the Group amounted to approximately HK$13.5 million, and its current liabilities amounted to approximately HK$100 million.

The Group expresses its gearing ratio as a percentage of total debt over total equity. As at 30 June 2016, the gearing ratio was 18.9% (as at 31 December 2015: 28.5%). The decrease in ratio was mainly due to the capitalisation of the shareholder’s loan from AMS. The liquidity ratio of the Group, represented by a ratio of current assets over current liabilities, was 1.5 times (as at 31 December 2015: 1.3 times), reflecting the adequacy of financial resources.

As at 30 June 2016, the Group had total cash and cash equivalents of approximately HK$35.8 million (as at 31 December 2015: approximately HK$71.2 million), which included cash and cash equivalents in KRW of approximately KRW5,323 million and in US dollars (“US$”) of approximately US$6,000.

As at 30 June 2016, the Group had variable rate bank borrowings of approximately US$2 million, which was equivalent to approximately HK$13.5 million (as at 31 December 2015: approximately HK$11.9 million).

Foreign Exchange Exposure

The Group’s exposures to currency risk mainly arise from the currency difference between our revenue receipts (which are denominated in KRW) and some of our payments for purchases (which are denominated in US$). In preparing the costing of our system integration project in which procurement of components in US$ is required, we would add on a margin to the relevant cost items of the project as a cushion to safeguard against any unfavourable foreign exchange movement in KRW against US$ between the costing date and the relevant settlement date. In view of the relatively limited size of each individual US$ denominated purchase transaction, we do not find it, on a cost and benefit analysis, justifiable to enter into foreign exchange hedging transaction for each of such purchases, and as a result, we decided the timing of purchasing US$ to settle such purchases at our discretion.

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Charges on Group’s Assets

As at 30 June 2016, fixed deposits amounting to HK$3.4 million were pledged to KSFC for bidding, contract, defect, prepayment and payment guarantees provided by KSFC on behalf of the Group.

Significant Investments

Save for the equity investments in KSFC and KCIC as set out in note 8 to the condensed consolidated interim financial statements in this announcement, the Group did not have any significant investments as at 30 June 2016.

Material Acquisitions and Disposals

Save for the corporate reorganisation for the purpose of Listing during the six months ended 30 June 2016, the Group did not have any material acquisition and disposal.

Future Plan for Material Investments and Capital Assets

Save as disclosed in the Prospectus, as at 30 June 2016, the Group had no material capital commitments and no future plans for material investments or capital assets.

Contingent Liabilities

As at 30 June 2016 and 31 December 2015, the Group did not have any significant any material contingent liabilities.

Business Review

Revenue comprised of revenue from integrated systems and maintenance service amounted to approximately HK$223 million and HK$210 million for the six months ended 30 June 2016 and 2015, respectively. Majority of the Group’s revenue is derived from the provision of integrated system, which mainly integrates suitable hardware and software components, and configure them into a compatible system according to the requirements of our customers

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Set out below are the details of the movement of the number of system integration projects up to 30 June 2016.

Number of projects at 1 January 2016
Number of new projects awarded
Number of projects completed during period
Number of projects as at 30 June 2016
36
327
(305)
58

The segment profit of system integration decreased by approximately 8.6% from HK$22 million for the six months ended 30 June 2015 to HK$20 million for the six months ended 30 June 2016. Such decrease was due to the increase in staff cost. In addition, the segment profit of maintenance service increased by approximately 29.6% from HK$11 million for the six months ended 30 June 2015 to HK$14 million for the six months ended 30 June 2016. Such increase was in line with the increase in the revenue of maintenance service.

Prospects

Our corporate objective is to achieve sustainable growth in our business and financial performance so as to create long-term shareholders’ value. In order to achieve the corporate objective, the Group implements the following corporate strategies:

  • Expanding our market share by increasing service points

  • Developing our overseas business by partnering with leading Korean IT companies in overseas projects

  • Expanding our professional team and enhancing our service quality

Employees and Remuneration Policy

As at 30 June 2016, the Group had an aggregate of 183 (30 June 2015: 146) employees. The reason for such increase was due to the additional contracted employees for maintenance services.

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The employees of the Group are remunerated according to their job scope and responsibilities. The employees are also entitled to discretionary bonus depending on their respective performance. Total staff costs, including Directors’ emoluments, amounted to approximately HK$33.8 million for the six months ended 30 June 2016 (six months ended 30 June 2015: approximately HK$27.7 million). The Group has adopted a share option scheme for the purpose of providing incentives and rewards to eligible persons who contributed to the success of the Group’s operation. Up to 30 June 2016, no share option had been granted.

Use of Proceeds from the Placing

On 8 July 2016, the Company was successfully listed on the GEM. As stated in the Prospectus, the Group intends to use the proceeds for (i) settle approximately half of the down payment to acquire an office building in Seoul as our new headquarter and an office area for storage; (ii) set up additional service points in major cities in Korea; (iii) set up an office in Hong Kong; and (iv) general working capital.

As at the date of this announcement, the Directors of the Company do not anticipate any change to the above intention. Up to the date of this announcement, the net proceeds have not yet been applied to the above purposes, and the unutilised net proceeds are placed with an authorised financial institution in Hong Kong.

CORPORATE GOVERNANCE AND OTHER INFORMATION

Directors’ and Chief Executives’ Interests and Short Positions in the Shares, Underlying Shares and Debentures of the Company and its Associated Corporations

As at the date of this announcement, the interests and short positions in the Shares, underlying Shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) held by the Directors and chief executives of the Company which have been notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which were taken or deemed to have under such provisions of the SFO) or have been entered in the register maintained by the

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Company pursuant to Section 352 of the SFO, or otherwise have been notified to the Company and the Stock Exchange pursuant to Rule 5.46 of the GEM Listing Rules are as follows:

Long Positions in the Shares

Approximate
percentage of
Number of issued share
Name of Director Capacity/ Nature of interest shares held capital (Note 4)
Mr. Phung Nhuong Interest held jointly with 262,917,327 65.73%
Giang (Notes1, 2 and other persons/Interest in
3) (“Mr. Phung”) controlled corporation/
Interest of spouse
Mr. Suh Seung Interest held jointly with 262,917,327 65.73%
Hyun(Notes 1 and 2) other persons/ Interest in
(“Mr. Suh”) controlled corporation
Mr. Lee Seung Han Interest held jointly with 262,917,327 65.73%
(Notes 1 and 2) other persons/Interest in
(“Mr. Lee”) controlled corporation
Mr. Park Hyeoung Interest held jointly with 262,917,327 65.73%
Jin (Notes1 and 2) other persons/Interest in
(“Mr. Park”) controlled corporation

Note:

  • (1) LiquidTech Limited (“LiquidTech”) held 262,917,327 Shares, representing 65.73% of the issued Shares. LiquidTech is wholly owned by Asia Media Systems Pte. Ltd. (“AMS”) which is owned by Mr. Phung, Mr. Suh, Mr. Lee, Mr. Park, Mr. Lee Sung Gue, Mr. Lee Je Eun and Ms. Marilyn Tang as to 26.14%, 25.34%, 14.71%, 14.03% 14.03%, 3.40% and 2.35% respectively.

  • (2) On 21 June 2016, four of the ultimate controlling shareholders of the Company, namely, Mr. Phung, Mr. Suh, Mr. Lee and Mr. Park, entered into the acting in concert confirmation and undertaking to acknowledge and confirm, among other things, that they were parties acting in concert of each of the members of the Group. As such, Mr. Phung, Mr. Suh, Mr. Lee and Mr. Park together control approximately 65.73% interest in the share capital of the Company through AMS and LiquidTech. As a result, each of Mr. Phung, Mr. Suh, Mr. Lee and Mr. Park is deemed to be interested in approximately 65.73% interest in the share capital of the Company.

  • (3) Ms. Marilyn Tang is the owner of approximately 2.35% of the issued shares of AMS and the spouse of Mr. Phung. Mr. Phung is deemed to be interested in all the Shares in which Ms. Marilyn Tang is interested under Part XV of the SFO.

  • (4) The percentage of shareholding was calculated based on the Company’s total number of issued Shares as at the date of this announcement (i.e. 400,000,000 Shares).

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Save as disclosed above, as at the date of this announcement, none of the Directors and chief executive of the Company had any interest or short position in the Shares, underlying Shares or debentures of the Company or any of its associated corporations that was notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO, or was required to be recorded in the register maintained by the Company pursuant to Section 352 of the SFO, or as otherwise notified to the Company and the Stock Exchange pursuant to Rule 5.46 of the GEM Listing Rules.

Substantial Shareholders’ Interests in the Shares and Underlying Shares

As at the date of this announcement, the following persons (not being Directors or chief executive of the Company) had or were deemed or taken to have an interest and/or short position in the Shares or the underlying Shares which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO or which would be recorded in the register required to be kept under Section 336 of the SFO who, are directly or indirectly interested in 5% or more of the Shares.

Long Positions in the Shares

Approximate
percentage of
Number of issued share
Name of Director Capacity/Nature of interest shares held capital (Note 11)
LiquidTech (Note 1) Beneficial owner 262,917,327 65.73%
AMS (Notes 1 and 2) Interest in controlled 262,917,327 65.73%
corporation
Ms. Marilyn Tang Interest held jointly with other 262,917,327 65.73%
(Notes 2, 3 and 4) persons/Interest in controlled
corporation/Interest of spouse
Ms. Lee Kim Sinae Interest of spouse 262,917,327 65.73%
(Note 5)
Ms. Suh Kim Seong Ock Interest of spouse 262,917,327 65.73%
(Note 6)
Ms. Shin Hee Kum Interest of spouse 262,917,327 65.73%
(Note 7)
Epro Capital Inc.(Note 8) Beneficial owner 27,270,000 6.82%
(“Epro Capital”)
Epro Group International Interest in controlled 27,270,000 6.82%
Limited (Note 8) corporation
(“Epro Group”)

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Approximate
percentage of
Number of issued share
Name of Director Capacity/Nature of interest shares held capital (Note 11)
Merry Silver Limited(Note 9) Interest in controlled 27,270,000 6.82%
corporation
Mr. Wong Wai Hon Telly Interest in controlled 27,270,000 6.82%
(Note 10) corporation
(“Mr. Telly Wong”)
Mr. Ling Chiu Yum(Note 10) Interest in controlled 27,270,000 6.82%
(“Mr. Ling”) corporation

Notes:

  • (1) LiquidTech is wholly-owned by AMS. AMS is deemed to be interested in all the Shares in which LiquidTech is interested under Part XV of the SFO.

  • (2) AMS is owned as to approximately 26.14% by Mr. Phung, 25.34% by Mr. Suh, 14.71% by Mr. Lee, 14.03% by Mr. Park, 14.03% by Mr. Lee Sung Gue, 3.40% by Mr. Lee Je Eun and 2.35% by Ms. Marilyn Tang.

  • (3) On 21 June 2016, four of the ultimate controlling shareholders of the Company, namely, Mr. Phung, Mr. Suh, Mr. Lee and Mr. Park, entered into the acting in concert confirmation and undertaking to acknowledge and confirm, among other things, that they were parties acting in concert of each of the members of the Group. As such, Mr. Phung, Mr. Suh, Mr. Lee and Mr. Park together control approximately 65.73% interest in the share capital of the Company through AMS and LiquidTech. As a result, each of Mr. Phung, Mr. Suh, Mr. Lee and Mr. Park is deemed to be interested in approximately 65.73% interest in the share capital of the Company.

  • (4) Ms. Marilyn Tang is the owner of approximately 2.35% of the issued shares of AMS and the spouse of Mr. Phung. Ms. Marilyn Tang is deemed to be interested in all the Shares in which Mr. Phung is interested under Part XV of the SFO.

  • (5) Ms. Lee Kim Sinae is the spouse of Mr. Lee. Ms. Lee Kim Sinae is deemed to be interested in all the Shares in which Mr. Lee is interested under Part XV of the SFO.

  • (6) Ms. Suh Kim Seong Ock is the spouse of Mr. Suh. Ms. Suh Kim Seong Ock is deemed to be interested in all the Shares in which Mr. Suh is interested under Part XV of the SFO.

  • (7) Ms. Shin Hee Kum is the spouse of Mr. Park. Ms. Shin Hee Kum is deemed to be interested in all the Shares in which Mr. Park is interested under Part XV of the SFO.

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  • (8) Epro Capital is wholly-owned by Epro Group. Epro Group is deemed to be interested in the Shares in which Epro Capital is interested under Part XV of the SFO.

  • (9) Epro Group is wholly-owned by Merry Silver Limited. Merry Silver Limited is deemed to be interested in the Shares in which Epro Group is interested under Part XV of the SFO.

  • (10) Merry Silver Limited is owned as to 50% by Mr. Telly Wong and 50% by Mr. Ling. Each of Mr. Telly Wong and Mr. Ling is deemed to be interested in the Shares in which Merry Silver Limited is interested under Part XV of the SFO.

  • (11) The percentage of shareholding was calculated based on the Company’s total number of issued Shares as at the date of this announcement (i.e. 400,000,000 Shares).

Save as disclosed above, as at the date of this announcement, the Directors were not aware of any other persons who had any interests or short positions in the Shares or underlying Shares which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO or which would be recorded in the register required to be kept under Section 336 of the SFO, who are directly or indirectly interested in 5% or more of the Shares.

SHARE OPTION SCHEME

The Company has a share option scheme (the “Share Option Scheme”) which was approved and adopted by the written resolutions of the then sole shareholder of the Company passed on 21 June 2016. No share option has been granted under the Share Option Scheme since its adoption.

CODE OF CONDUCT REGARDING SECURITIES TRANSACTIONS BY DIRECTORS

The Company has adopted the required standard of dealings regarding securities transactions by the Directors as set out in Rules 5.48 to 5.67 of the GEM Listing Rules. Further, the Company had made specific enquiry with all Directors and each of them has confirmed his compliance with the Required Standard of Dealing from the Listing Date to the date of this announcement.

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DIRECTORS’ INTEREST IN COMPETING BUSINESS

During the period under review, none of the Directors or the controlling shareholders or their respective associates (as defined in the GEM Listing Rules) of the Company had an interest in a business which competed with or might compete with the business of the Group.

CORPORATE GOVERNANCE PRACTICES

The Company is committed to fulfilling its responsibilities to its shareholders and protecting and enhancing shareholder value through solid corporate governance.

The Company’s corporate governance practices are based on the principles of good corporate governance as set out in the Corporate Governance Code and Corporate Governance Report in Appendix 15 to the GEM Listing Rules (the “CG Code”) and in relation to, among others, our Directors, Chairman and Chief Executive Officer, Board composition, the appointment, re-election and removal of Directors, their responsibilities and remuneration and communications with the shareholders of the Company.

To the best knowledge of the Board, the Company had complied with the code provisions in the CG Code since the Listing Date.

PURCHASE, SALE AND REDEMPTION OF THE COMPANY’S SECURITIES

The Company did not redeem any of its Shares listed on GEM nor did the Company or any of its subsidiaries purchase or sell any such Shares from the Listing Date to date of this announcement.

INTERESTS OF THE COMPLIANCE ADVISER

As at the date of this announcement, neither Shenwan Hongyuan Capital (H.K.) Limited, the compliance adviser of the Company, nor any of its directors, employees or close associates has any interests in the securities of the Company or any other companies of the Group (including options or rights to subscribe for such securities) pursuant to Rule 6A.32 of the GEM Listing Rules.

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AUDIT COMMITTEE

Our Group established an audit committee with written terms of reference in compliance with Rule 5.28 of the GEM Listing Rules and paragraph C.3 of the CG Code. The audit committee consists of three independent non-executive directors namely, Mr. Wong Sik Kei, Mr. Ho Kam Shing Peter, and Mr. Ngan Chi Keung a Director with the appropriate professional accounting qualifications, serves as the chairman of the audit committee. The primary duties of the audit committee are to assist the Board in providing an independent view of the effectiveness of our Group’s financial reporting process, internal control and risk management system, to oversee the audit process and to perform other duties and responsibilities as assigned by the Board. The audit committee has reviewed the unaudited results for the six months ended 30 June 2016.

By order of the Board Future Data Group Limited Suh Seung Hyun Chairman

Hong Kong, 11 August 2016

As at the date of this announcement, the executive Directors are Mr. Suh Seung Hyun, Mr. Phung Nhuong Giang, Mr. Lee Seung Han, Mr. Ryoo Seong Ryul and Mr. Park Hyeoung Jin; and the independent non-executive Directors are Mr. Ngan Chi Keung, Mr. Wong Sik Kei and Mr. Ho Kam Shing Peter.

This announcement will remain on the “Latest Company Announcement” page on the GEM website on www.hkgem.com for at least 7 days of its posting and will be published on the Company’s website at www.futuredatagroup.com.

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