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Future Data Group Limited — Interim / Quarterly Report 2017
May 10, 2017
51343_rns_2017-05-10_0e5227f6-9ac5-45ed-afda-2b16df0ba212.pdf
Interim / Quarterly Report
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FUTURE DATA GROUP LIMITED
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 8229)
ANNOUNCEMENT OF FIRST QUARTERLY RESULTS FOR THE THREE MONTHS ENDED 31 MARCH 2017
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 of Future Data Group Limited collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on the GEM of the Stock Exchange 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.
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FINANCIAL HIGHLIGHTS
For the three months ended 31 March 2017
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The unaudited revenue of the Group for the three months ended 31 March 2017 was HK$90.8 million representing an increase of approximately HK$1.3 million, or 1.5%, as compared to the three months ended 31 March 2016.
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The unaudited profit after tax for the three months ended 31 March 2017 was HK$0.3 million, as compared to the loss after tax of approximately HK$2.0 million for the three months ended 31 March 2016.
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Unaudited basic earnings per share for the three months ended 31 March 2017 was 0.09 HK cents (three months ended 31 March 2016: basic loss per share of 0.68 HK cents).
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The Board does not recommend the payment of a dividend for the three months ended 31 March 2017 (corresponding period in 2016: nil).
QUARTERLY RESULTS
The board of directors (the “Board”) of Future Data Group Limited (the “Company”) presents the unaudited condensed consolidated results of the Company and its subsidiaries (the “Group”) for the three months ended 31 March 2017, together with the comparative figures.
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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the three months ended 31 March 2017
| Three months ended 31 March | Three months ended 31 March | ||
|---|---|---|---|
| 2017 | 2016 | ||
| Note | HK$’000 | HK$’000 | |
| (unaudited) | (unaudited) | ||
| Revenue | 3 | 90,842 | 89,502 |
| Cost of sales | (77,653) | (72,600) | |
| Gross profit | 13,189 | 16,902 | |
| Other income | 1,691 | 613 | |
| Selling and administrative expenses | (14,254) | (13,873) | |
| Listing expenses | – | (4,899) | |
| Finance costs | (88) | (68) | |
| Profit /(Loss)before income tax | 4 | 538 | (1,325) |
| Income tax expense | 5 | (190) | (722) |
| Profit/(Loss) for the period attributable to | |||
| owners of the Company | 348 | (2,047) | |
| Other comprehensive income for the period | |||
| Items that will be reclassified subsequently to | |||
| profit or loss: | |||
| Exchange differences arising on translation of foreign | |||
| operations | 2,802 | 2,275 | |
| Total comprehensive income for the period | |||
| attributable to owners of the Company | 3,150 | 228 | |
| Earnings/(Loss) per share | |||
| Basic and Diluted (HK cents) | 6 | 0.09 | (0.68) |
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CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
For the three months ended 31 March 2017
| At 1 January 2017 (audited) Profit for the period Exchange difference arising on translation of foreign operations At 31 March 2017 (unaudited) At 1 January 2016 (audited) Loss for the period Exchange difference arising on translation of foreign operations At 31 March 2016 (unaudited) |
Share capital HK$000 4,000 – – 4,000 3,684 – – 3,684 |
Share premium HK$000 46,198 – – 46,198 – – – – |
Capital reserve HK$000 13,855 – – 13,855 – – – – |
Investment revaluation reserve HK$000 501 – – 501 – – – – |
Research and Development reserve HK$000 3,674 – – 3,674 3,674 – – 3,674 |
Foreign Exchange reserve HK$000 (9,804) – 2,802 (7,002) (7,338) – 2,275 (5,063) |
Legal reserve HK$000 1,530 – – 1,530 1,530 – – 1,530 |
Retained earnings HK$000 65,454 348 – 65,802 62,803 (2,047) – 60,756 |
Total equity HK$000 125,408 348 2,802 128,558 64,353 (2,047) 2,275 64,581 |
|---|---|---|---|---|---|---|---|---|---|
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NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS For the three months ended 31 March 2017
1. GENERAL INFORMATION
The Company was incorporated in the Cayman Islands on 4 January 2016 as an exempted company with limited liability under the Companies Law, Cap 22 (Law 3 of 1961, as revised and consolidated) of the Cayman Islands and its shares have been listed on the Growth Enterprise Market (“GEM”) of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) since 8 July 2016 (“Listing Date”). The Company’s registered office is located at Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman, KY1-1111, Cayman Islands. The Company’s principal place of business in Hong Kong is located at Unit 1002, 10/F, Tung Wai Commercial Building, 109-111 Gloucester Road, Wan Chai, Hong Kong.
The head office and principal place of the Group’s business in Korea is located at 14th – 15th Floor, Deokmyeong Building, Samseong-dong, 625, Teheran-ro, Gangnam-gu, Seoul, Korea.
The principal activity of the Company is investment holding. The Group is engaged in the provision of (i) integration of systems with network connectivity, cloud computing and security elements and (ii) maintenance service (the “Business”).
2. BASIS OF PREPARATION AND ACCOUNTING POLICIES
The unaudited condensed consolidated financial statements for the three months ended 31 March 2017 have been prepared in accordance with Hong Kong Financial Reporting Standards (“HKFRS”) 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 accounting policies and methods of computation used in the preparation of the unaudited condensed consolidated financial statements for the three months ended 31 March 2017 are consistent with those adopted in the annual financial statements for the year ended 31 December 2016. The condensed consolidated financial statements should be read in conjunction with the annual financial statements for the year ended 31 December 2016.
The functional currency of the Company’s principal operating subsidiary, Global Telecom Company Limited (“Global Telecom”) is South Korean Won (“KRW”), while the unaudited condensed consolidated 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.
On 1 January 2017, 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.
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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 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.
| Total segment revenue Gross profit/segment results Other income Selling and administrative expenses Listing expenses Finance costs Profit/(Loss) before income tax Income tax expense Profit/(Loss) for the period |
Three months ended 31 March 2017 2016 System Integration Maintenance service Total System Integration Maintenance service HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) 72,985 17,857 90,842 71,846 17,656 10,074 3,115 13,189 10,040 6,862 1,691 (14,254) – (88) 538 (190) 348 |
Total HK$’000 (unaudited) 89,502 |
|---|---|---|
| 16,902 613 (13,873) (4,899) (68) |
||
| (1,325) (722) |
||
| (2,047) |
Revenue by geographical market
| Korea Others |
Three months ended 31 March 2017 2016 HK$’000 HK$’000 (Unaudited) (Unaudited) 90,004 89,502 838 – 90,842 89,502 |
Three months ended 31 March 2017 2016 HK$’000 HK$’000 (Unaudited) (Unaudited) 90,004 89,502 838 – 90,842 89,502 |
|---|---|---|
| 89,502 |
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4. PROFIT/(LOSS) BEFORE INCOME TAX
Profit/(loss) before income tax is arrived at after charging:
| Three months | ended 31 March | |
|---|---|---|
| 2017 | 2016 | |
| HK$’000 | HK$’000 | |
| (Unaudited) | (Unaudited) | |
| Carrying amount of inventories sold | 69,560 | 47,246 |
| Provisionsfor impairment of inventories | – | – |
| Costs of inventories recognised as expenses | 69,560 | 47,246 |
| Employee costs | 14,122 | 16,222 |
| Subcontracting costs | 4,755 | 9,018 |
| Listing expenses | – | 4,899 |
| Depreciation of property, plant and equipment | 947 | 989 |
| Research and development costs | 643 | 559 |
| Minimum lease payments in respect of rented premises | 431 | 396 |
5. INCOME TAX EXPENSE
| Current tax Deferred Tax Total |
Three months ended 31 March 2017 2016 HK$’000 HK$’000 (Unaudited) (Unaudited) 52 1,010 138 (288) 190 722 |
Three months ended 31 March 2017 2016 HK$’000 HK$’000 (Unaudited) (Unaudited) 52 1,010 138 (288) 190 722 |
|---|---|---|
| 722 |
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 Hong Kong Profits Tax during the three months ended 31 March 2017.
6. EARNINGS/(LOSS) PER SHARE
The calculation of basic earnings per share is based on the profit for the period from 1 January 2017 to 31 March 2017 attributable to owners of the Company and on the basis that 400,000,000 ordinary shares had been in issue throughout the period from 1 January 2017 to 31 March 2017.
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The calculation of basic loss per share is based on the loss for the period from 1 January 2016 to 31 March 2016 attributable to owners of the Company and on the basis that 300,000,000 ordinary shares had been in issue throughout the period from 1 January 2016 to 31 March 2016.
Diluted earnings/(loss) per share were the same as the basic earnings/(loss) per share as the Group had no potential dilutive ordinary shares.
7. DIVIDEND
The Board does not recommend the payment of a dividend for the three months ended 31 March 2017 (corresponding period in 2016: nil).
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MANAGEMENT DISCUSSION AND ANALYSIS
Financial review
During the three months ended 31 March 2017, the Group recorded a revenue of HK$ 90.8 million which represents the increase by 1.5% as compared to the same period of last year. This result is commendable given the political turmoil surrounding the presidential scandal in Korea and escalation of north-south conflict.
The Group’s gross profit decreased by approximately 21.9%, from HK$16.9 million for the three months ended 31 March 2016 to HK$13.2 million for the three months ended 31 March 2017. The main reason for such decrease is attributable to the increase of the cost of inventories recognised as expenses.
Selling and administrative expenses for the three months ended 31 March 2017 was approximately HK$14.3 million, (31 March 2016: approximately HK$13.9 million) representing an increase of HK$0.4 million or 2.9% which was mainly attributable to the increases in professional and other costs in relation to the compliance with the GEM Listing Rules.
Profit after tax of the Group increased by approximately HK$2.4 million from the loss of approximately HK$2.0 million for the three months ended 31 March 2016 to the profit of approximately HK$0.3 million for the three months ended 31 March 2017. Excluding the non-recurring listing expenses, the net profit after tax for the three months ended 31 March 2016 would have been HK$2.9 million, which was HK$2.5 million more than that of 2017 (no listing expense was incurred for the three months ended 31 March 2017).
Business Review
Set out below are the details of the movement of the number of system integration projects up to 31 March 2017.
| Number of projects at 1 January 2017 Number of new projects awarded during period Number of projects completed during period Number of projects as at 31 March 2017 |
32 150 (114) 68 |
|---|---|
The segment profit of system integration increased by approximately 0.3% from HK$10.0 million for the three months ended 31 March 2016 to HK$10.1 million for the three months ended 31 March 2017. Such increase was in line with the increase in the revenue of system integration. On the other hand, the segment profit of maintenance service decreased by approximately 55.1% from HK$6.9 million for the three months ended 31 March 2016 to HK$3.1 million for the three months ended 31 March 2017. Such decrease was due to the increase in the cost of inventories recognised as expenses.
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Contingent Liabilities
As at 31 March 2017 and 31 March 2016, the Group did not have any significant contingent liabilities.
Prospects
The Group is expected to experience a tougher operational environment in the future as the impact of the political turmoil of the presidential scandal in Korea, which could have a further adverse impact on the local economy. The Group is currently exploring opportunities develop its businesses outside Korea through plans such as potential acquisition in location including Hong Kong and Vietnam in order to strengthen its revenue base and maximise shareholder’s return.
Foreign Exchange Exposure
The Group’s exposures to currency risk mainly arise from the currency difference between our revenue receipts (which are denominated in KRW) and some of our payments for purchases (which are denominated in US$). 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.
Events after the Balance sheet date
There is no significant event subsequent to 31 March 2017 which would materially affect the Group’s operating and financial performance.
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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 31 March 2017, 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 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 Giang_(Notes 1, 2 and 3)_ | Interest held jointly with other persons/ | 262,917,327 | 65.73% |
| (“Mr. Phung”) | Interest in controlled corporation/ | ||
| Interest of spouse | |||
| Mr. Suh Seung Hyun_(Notes 1 and 2)_ | Interest held jointly with other persons/ | 262,917,327 | 65.73% |
| (“Mr. Suh”) | Interest in controlled corporation | ||
| Mr. Lee Seung Han_(Notes 1 and 2)_ | Interest held jointly with other persons/ | 262,917,327 | 65.73% |
| (“Mr. Lee”) | Interest in controlled corporation | ||
| Mr. Park Hyeoung Jin_(Notes 1 and 2)_ | Interest held jointly with other persons/ | 262,917,327 | 65.73% |
| (“Mr. Park”) | Interest in controlled corporation |
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Note:
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(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.
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(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.
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(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.
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(4) The percentage of shareholding was calculated based on the Company’s total number of issued Shares as at 31 March 2017 (i.e. 400,000,000 Shares).
Save as disclosed above, as at 31 March 2017, 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.
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SUBSTANTIAL SHAREHOLDERS’ INTERESTS IN THE SHARES AND UNDERLYING SHARES
As at 31 March 2017, so far as known to the Directors, 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 Shareholder | 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 corporation | 262,917,327 | 65.73% |
| Ms. Marilyn Tang_(Notes 2, 3 and 4)_ | Interest held jointly with other persons/ | 262,917,327 | 65.73% |
| Interest in controlled corporation/ | |||
| Interest of spouse | |||
| Ms. Lee Kim Sinae_(Note 5)_ | Interest of spouse | 262,917,327 | 65.73% |
| Ms. Suh Kim Seong Ock_(Note 6)_ | Interest of spouse | 262,917,327 | 65.73% |
| Ms. Shin Hee Kum_(Note 7)_ | Interest of spouse | 262,917,327 | 65.73% |
| Epro Capital Inc.(Note 8) | Beneficial owner | 27,270,000 | 6.82% |
| (“Epro Capital”) | |||
| Epro Group International Limited_(Note 8)_ | Interest in controlled corporation | 27,270,000 | 6.82% |
| (“Epro Group”) | |||
| Merry Silver Limited_(Note 9)_ | Interest in controlled corporation | 27,270,000 | 6.82% |
| Mr. Wong Wai Hon Telly_(Note 10)_ | Interest in controlled corporation | 27,270,000 | 6.82% |
| (“Mr. Telly Wong”) | |||
| Mr. Ling Chiu Yum_(Note 10)_ | Interest in controlled corporation | 27,270,000 | 6.82% |
| (“Mr. Ling”) |
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Notes:
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(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.
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(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.
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(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.
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(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.
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(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.
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(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.
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(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.
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(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.
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(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.
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(11) The percentage of shareholding was calculated based on the Company’s total number of issued Shares as at 31 March 2017 (i.e. 400,000,000 Shares).
Save as disclosed above, as at 31 March 2017, 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.
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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 its securities dealing code (“Securities Dealing Code”) which is no less exacting than 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 Securities Dealing Code during the three months ended 31 March 2017.
DIRECTORS’ INTEREST IN COMPETING BUSINESS
During the three months ended 31 March 2017, 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 during the three months ended 31 March 2017.
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 during the three months ended 31 March 2017.
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
The Company established an audit committee (“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. For the three months ended 31 March 2017, the Audit Committee consisted of three independent non-executive directors namely, Mr. Wong Sik Kei, Mr. Ho Kam Shing Peter and Mr. Sum Chun Ho. Mr. Sum Chun Ho possesses the appropriate professional accounting qualification and 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 quarterly results for the three months ended 31 March 2017.
By order of the Board Future Data Group Limited Suh Seung Hyun Chairman
Hong Kong, 10 May 2017
Following the conclusion of the annual general meeting of the Company held on the date of this announcement, the executive Directors are Mr. Suh Seung Hyun, Mr. Phung Nhuong Giang, Mr. Lee Seung Han and Mr. Ryoo Seong Ryul; and the independent non-executive Directors are Mr. Wong Sik Kei, Mr. Ho Kam Shing Peter and Mr. Sum Chun Ho.
This announcement will remain on the “Latest Company Announcements” page of the GEM website at www.hkgem.com for at least 7 days from the date of its posting and on the Company’s website at www. futuredatagroup.com.
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