Future Data Group Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8229)

ANNOUNCEMENT OF THIRD QUARTERLY RESULTS FOR THE NINE MONTHS ENDED 30 SEPTEMBER 2018

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

GEM has been positioned as a market designed to accommodate small and mid-sized 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.

Given that the companies listed on GEM are generally small and mid-sized companies, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board 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 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 ”) collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on GEM of the Stock Exchange for the purpose of giving information with regard to the Company and its subsidiaries. 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.

FINANCIAL HIGHLIGHTS

For the nine months ended 30 September 2018

Unaudited revenue of the Group was HK$323 million for the nine months ended 30 September 2018, representing an increase of approximately HK$29 million or 9.7%, as compared to the nine months ended 30 September 2017.
Unaudited profit after tax was approximately HK$1.7 million for the nine months ended 30 September 2018, representing a decrease of approximately HK$2.5 million or 60%, as compared to unaudited profit after tax of approximately HK$4.2 million for the nine months ended 30 September 2017.
Unaudited basic earnings per share was 0.42 HK cents for the nine months ended 30 September 2018, as compared to unaudited basic earnings per share of 1.04 HK cents for the nine months ended 30 September 2017.
The Board does not recommend the payment of a dividend for the nine months ended 30 September 2018 (nine months ended 30 September 2017: 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 and nine months ended 30 September 2018, together with comparative figures as follows.

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the three and nine months ended 30 September 2018

		Three months	Three months	Nine months	Nine months
		ended 30 September		ended 30 September
		2018	2017	2018	2017
	Notes	*HK$’000*	HK$’000	*HK$’000*	HK$’000
		(unaudited)	(unaudited)	(unaudited)	(unaudited)
Revenue	3	119,656	97,607	323,060	294,451
Cost of sales and services		(100,736)	(79,476)	(264,609)	(245,356)
Gross profit		18,920	18,131	58,451	49,095
Other (expense)/income - net		(497)	378	840	2,103
Selling and administrative expenses		(15,903)	(15,472)	(55,375)	(44,403)
Finance costs		(293)	(109)	(783)	(371)
Profit before income tax	4	2,227	2,928	3,133	6,424
Income tax expense	5	(765)	(792)	(1,454)	(2,264)
Profit for the period		1,462	2,136	1,679	4,160
Other comprehensive income for the
period
Item that will be reclassified
subsequently to profit or loss:
Exchange differences arising on
translation of foreign operations		388	173	(4,026)	823
Total other comprehensive income/
(loss)		388	173	(4,026)	823
Total comprehensive income/(loss)
for the period		1,850	2,309	(2,347)	4,983
Earnings per share
Basic and Diluted (HK cents)	6	0.37	0.53	0.42	1.04

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the nine months ended 30 September 2018

At 1 January 2018 (audited) Profit for the period Exchange differences arising on translation of foreign operations At 30 September 2018 (unaudited) At 1 January 2017 (audited) Profit for the period Exchange differences arising on translation of foreign operations At 30 September 2017 (unaudited)	Share capital HK$’000 4,000 – – 4,000 4,000 – – 4,000	Share premium HK$’000 41,598 – – 41,598 46,198 – – 46,198	Capital reserve HK$’000 13,855 – – 13,855 13,855 – – 13,855	Investment revaluation reserve Research and development reserve HK$’000 HK$’000 532 3,674 – – – – 532 3,674 501 3,674 – – – – 501 3,674	Foreign exchange reserve HK$’000 2,979 – (4,026) (1,047) (9,804) – 823 (8,981)	Legal reserve HK$’000 1,995 – – 1,995 1,530 – – 1,530	Retained earnings HK$’000 69,573 1,679 – 71,252 65,454 4,160 – 69,614	Total equity HK$’000 138,206 1,679 (4,026)
								135,859
								125,408 4,160 823
								130,391

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the nine months ended 30 September 2018

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 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 principle place of business in Hong Kong is located at Suite 1507-08, 15th Floor, Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong.

The principal places of the Group’s business are located at 14th – 15th Floor, Deokmyeong Building, Samseong-dong, 625, Teheran-ro, Gangnam-gu, Seoul, Korea and at the aforementioned address in Hong Kong.

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 services in Korea and Hong Kong.

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

2. BASIS OF PREPARATION AND ACCOUNTING POLICIES

The unaudited condensed consolidated financial statements for the nine months ended 30 September 2018 have been prepared in accordance with Hong Kong Financial Reporting Standards (“ HKFRSs ”) issued by the Hong Kong Institute of Certified Public Accountants and the applicable disclosure requirements of Chapter 18 of the Rules Governing the Listing of Securities on GEM of the Stock Exchange (the “ GEM Listing Rules ”).

The accounting policies and methods of computation used in the preparation of the unaudited condensed consolidated financial statements for the nine months ended 30 September 2018 are consistent with those adopted in the annual financial statements for the year ended 31 December 2017. The unaudited condensed consolidated financial statements for the nine months ended 30 September 2018 should be read in conjunction with the annual financial statements for the year ended 31 December 2017.

On 1 January 2018, the Group has adopted all the new and revised HKFRSs, amendments and interpretations that are effective from that date and are relevant to its operations. The adoption of these new/revised HKFRSs, 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 Group’s business is organised into two segments:

(i) system integration; and
(ii) maintenance services

The segment information is presented as follows:

(a) Business segment:

Three months ended 30 September

Total segment revenue Gross profit/segment results Other (expenses)/income – net Selling and administrative expenses Finance costs Profit before income tax Income tax expense Profit for the period	2018 System integration Maintenance services *HK$’000* *HK$’000* (unaudited) (unaudited) 82,305 37,351 7,667 11,253	Total *HK$’000* (unaudited) 119,656 18,920 (497) (15,903) (293) 2,227 (765) 1,462	2017 System integration Maintenance services HK$’000 HK$’000 (unaudited) (unaudited) 76,793 20,814 12,397 5,734	Total HK$’000 (unaudited) 97,607 18,131 378 (15,472) (109) 2,928 (792) 2,136

Total segment revenue Gross profit/segment results Other income – net Selling and administrative expenses Finance costs Profit before income tax Income tax expense Profit for the period	Nine months ended 30 September 2018 2017 System integration Maintenance services Total System integration Maintenance services *HK$’000* *HK$’000* *HK$’000* HK$’000 HK$’000 (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) 223,835 99,225 323,060 235,296 59,155 24,628 33,823 58,451 35,274 13,821 840 (55,375) (783) 3,133 (1,454) 1,679	Total HK$’000 (unaudited) 294,451
		49,095 2,103 (44,403) (371)
		6,424 (2,264)
		4,160

(b) Geographical information:

Korea Hong Kong Total	Three months ended 30 September 2018 2017 *HK$’000* HK$’000 (unaudited) (unaudited) 112,843 94,587 6,813 3,020 119,656 97,607	Nine months ended 30 September 2018 2017 *HK$’000* HK$’000 (unaudited) (unaudited) 302,826 290,593 20,234 3,858 323,060 294,451	Nine months ended 30 September 2018 2017 *HK$’000* HK$’000 (unaudited) (unaudited) 302,826 290,593 20,234 3,858 323,060 294,451
			294,451

(c) Revenue analysis:

System integration: – Re venue from system integration services – Re venue from sales of software license Maintenance services: – Re venue from system maintenance services – Re venue from cyber security services Total	Three months ended 30 September 2018 2017 *HK$’000* HK$’000 (unaudited) (unaudited) 82,305 73,773 – 3,020 82,305 76,793 30,538 20,814 6,813 – 37,351 20,814 119,656 97,607	Nine months ended 30 September 2018 2017 *HK$’000* HK$’000 (unaudited) (unaudited) 223,835 231,438 – 3,858 223,835 235,296 78,991 59,155 20,234 – 99,225 59,155 323,060 294,451	Nine months ended 30 September 2018 2017 *HK$’000* HK$’000 (unaudited) (unaudited) 223,835 231,438 – 3,858 223,835 235,296 78,991 59,155 20,234 – 99,225 59,155 323,060 294,451
			235,296 59,155 –
			59,155
			294,451

The following tables disaggregate the Group’s revenue from contracts with customers:

Type of goods or services – Cloud infrastructure – Security – Software licence Total revenue from contracts with customers Type of customers – Public sector – Private sector Total revenue from contracts with customers Type of contract duration – Within twelve months – Ov er twelve months but less than twenty-four months – Over twenty-four months Total revenue from contracts with customers	Three months ended 30 September 2018 2017 System integration Maintenance services Total System integration Maintenance services *HK$’000* *HK$’000* *HK$’000* HK$’000 HK$’000 (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) 62,750 22,889 85,639 52,360 17,744 19,555 14,462 34,017 21,413 3,070 – – – 3,020 – 82,305 37,351 119,656 76,793 20,814 20,124 18,284 38,408 14,228 8,979 62,181 19,067 81,248 62,565 11,835 82,305 37,351 119,656 76,793 20,814 77,806 30,143 107,949 65,723 16,825 4,422 3,149 7,571 5,588 543 77 4,059 4,136 5,482 3,446 82,305 37,351 119,656 76,793 20,814	Total HK$’000 (unaudited) 70,104 24,483 3,020
		97,607
		23,207 74,400
		97,607
		82,548 6,131 8,928
		97,607

Nine months ended 30 September

Type of goods or services – Cloud infrastructure – Security – Software license Total revenue from contracts with customers Type of customers – Public sector – Private sector Total revenue from contracts with customers Type of contract duration – Within twelve months – Ov er twelve months but less than twenty-four months – Over twenty-four months Total revenue from contracts with customers	2018 System integration Maintenance services *HK$’000* *HK$’000* (unaudited) (unaudited) 153,102 64,592 70,733 34,633 – – 223,835 99,225 45,169 41,451 178,666 57,774 223,835 99,225 219,169 86,088 4,422 4,093 244 9,044 223,835 99,225	Total *HK$’000* (unaudited) 217,694 105,366 – 323,060 86,620 236,440 323,060 305,257 8,515 9,288 323,060	2017 System integration Maintenance services HK$’000 HK$’000 (unaudited) (unaudited) 162,314 51,693 69,124 7,462 3,858 – 235,296 59,155 70,793 26,121 164,503 33,034 235,296 59,155 179,662 51,426 12,363 1,242 43,271 6,487 235,296 59,155	Total HK$’000 (unaudited) 214,007 76,586 3,858
				294,451
				96,914 197,537
				294,451
				231,088 13,605 49,758
				294,451

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4. PROFIT BEFORE INCOME TAX

Profit before income tax is arrived at after charging:

Costs of inventories recognised as expenses Employee costs Subcontracting costs Agency commission Depreciation of property, plant and equipment Research and development costs Amortisation of intangible assets Minimum lease payments in respect of rented premises 5. INCOME TAX EXPENSE Current tax – Korea Deferred tax – Korea – Hong Kong Total	Three months ended 30 September 2018 2017 *HK$’000* HK$’000 (unaudited) (unaudited) 81,734 66,616 17,545 15,248 2,432 4,075 – – 978 1,065 699 706 763 594 469 531 Three months ended 30 September 2018 2017 *HK$’000* HK$’000 (unaudited) (unaudited) 670 500 670 500 (15) 292 110 – 95 292 765 792	Nine months ended 30 September 2018 2017 *HK$’000* HK$’000 (unaudited) (unaudited) 224,556 204,221 58,692 44,634 8,411 15,205 3,000 – 3,008 3,248 2,143 2,067 2,150 594 1,513 1,575 Nine months ended 30 September 2018 2017 *HK$’000* HK$’000 (unaudited) (unaudited) 1,012 1,665 1,012 1,665 304 599 138 – 442 599 1,454 2,264	Nine months ended 30 September 2018 2017 *HK$’000* HK$’000 (unaudited) (unaudited) 224,556 204,221 58,692 44,634 8,411 15,205 3,000 – 3,008 3,248 2,143 2,067 2,150 594 1,513 1,575 Nine months ended 30 September 2018 2017 *HK$’000* HK$’000 (unaudited) (unaudited) 1,012 1,665 1,012 1,665 304 599 138 – 442 599 1,454 2,264
			1,665 599 –
			599
			2,264

Our Korean subsidiary is subject to Korean Corporate Income Tax which comprised national and local taxes. Korean Corporate Income Tax, including local income tax, is charged at the progressive rate from 11.0% to 24.2% on the estimated assessable profit of our Korean subsidiary during each of the periods presented.

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Our Hong Kong subsidiary is subject to Hong Kong Profits Tax. From 1 April 2018 onwards, the twotiered profits tax rates regime is implemented. For the nine months ended 30 September 2018, the first HK$2 million of assessable profits will be subject to the tax rate of 8.25% and assessable profits above that amount will continue to be subject to the tax rate of 16.5%. For the nine months ended 30 September 2017, the assessable profits of our Hong Kong subsidiary were subject to the flat rate of 16.5%.

6. EARNINGS PER SHARE

The calculation of basic earnings per share is based on the profit of approximately HK$1.7 million for nine months ended 30 September 2018 (for the nine months ended 30 September 2017: profit of approximately HK$4.2 million) attributable to owners of the Company and on the basis that 400,000,000 (for the nine months ended 30 September 2017: 400,000,000) ordinary shares had been in issue during the period.

Diluted earnings per share were the same as the basic earnings per share as the Group had no potential dilutive ordinary shares during the periods.

7. DIVIDEND

The Board does not recommend the payment of a dividend for the nine months ended 30 September 2018 (corresponding period in 2017: nil).

8. REMUNERATION OF DIRECTORS AND EMOLUMENTS OF KEY MANAGEMENT

Remuneration of directors and other members of key management	Three months ended 30 September 2018 2017 *HK$’000* HK$’000 (unaudited) (unaudited) 2,174 1,994	Nine months ended 30 September 2018 2017 *HK$’000* HK$’000 (unaudited) (unaudited) 6,331 6,079

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MANAGEMENT DISCUSSION AND ANALYSIS

Financial Review

The Group recorded a revenue of approximately HK$323 million for the nine months ended 30 September 2018, representing an increase of approximately HK$29 million or 9.7% compared to the same period of last year. The increase in revenue was mainly due to the cyber security business in Hong Kong which has contributed a revenue of approximately HK$20 million to the Group. During the period, Global Telecom recorded a revenue of approximately HK$303 million, representing a slight increase of HK$12 million or 4.2% compared to the revenue of approximately HK$291 million for the nine months ended 30 September 2017.

The Group’s gross profit was increased by approximately 19%, from HK$49 million for the nine months ended 30 September 2017 to HK$58 million for the nine months ended 30 September 2018. The increase of gross profit was attributable to high margin cyber security business from Hong Kong operation.

Selling and administrative expenses were approximately HK$55 million for the nine months ended 30 September 2018, representing an increase of HK$11 million or 25% when compared to selling and administrative expenses of approximately HK$44 million for the nine months ended 30 September 2017.

The Group recorded a profit attributable to owners of the Company of approximately HK$1.7 million for the nine months ended 30 September 2018, representing a decrease of approximately HK$2.5 million or 60% when compared to the same period of last year. The decrease was attributable to higher selling and administrative expenses in which included an agency commission of HK$3 million for exploring the business in Hong Kong and amortisation of intangible assets of HK$1.8 million.

Liquidity and Financial Resources

As at 30 September 2018, the Group’s net current assets were HK$103 million showing a strong liquidity.

The Group expresses its gearing ratio as a percentage of total debt over total equity. As at 30 September 2018, the gearing ratio was 18% (as at 31 December 2017: 12%). The increase was mainly due to additional unsecured bank borrowings of approximately HK$8.4 million. The liquidity ratio, represented by a ratio of current assets over current liabilities, was 2.3 times (as at 31 December 2017: 1.6 times), reflecting the adequacy of financial resources.

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As at 30 September 2018, the Group recorded cash and cash equivalents of approximately HK$67 million (as at 31 December 2017: approximately HK$141 million), which included approximately KRW 8,000 million, HK$2.7 million and US$0.9 million.

As at 30 September 2018, the Group had variable rate bank borrowings of approximately US$3.2 million, which was equivalent to approximately HK$25 million (as at 31 December 2017: approximately HK$17 million). Certain banking borrowings are guaranteed by Korea Credit Guarantee Fund which is a public financial institution independent of the Group.

Foreign Exchange Exposure

The Group 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 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 beneficial and 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 own discretion.

Charge of Group’s Assets

As at 30 September 2018, fixed deposits amounting to HK$3.5 million were pledged to Korea Software Financial Cooperative (“ KSFC ”) for bidding, contract, defect, prepayment and payment guarantees provided by KSFC on behalf of the Group.

Material Investments and Capital Assets

The Group did not have any material investments and capital assets for the nine months ended 30 September 2018.

The carrying amount of the Group’s unlisted equity securities as at 30 September 2018 accounted for approximately 1.3% of the Group’s total assets and was not significant. The unlisted equity securities mainly represented the investment in KSFC (a cooperative established pursuant to the Software Industry Promotion Act with the purpose of promoting the development of the IT industry in Korea) for its membership. Depending on the amount of investment in KSFC, a member of KSFC is granted a certain amount of guarantee limit by KSFC for use in its operation.

The Group did not have any plan for material investments or material acquisition of capital asset as at 30 September 2018 as well.

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Significant Acquisitions and Disposals

For the nine months ended 30 September 2018, the Group had not made any significant acquisition or disposal.

Contingent Liabilities

As at 30 September 2018, the Group did not have any significant contingent liabilities.

Business Review

Set out below are the details of the movement of the number of system integration projects and segmentation information up to 30 September 2018.

Number of projects at 1 January 2018 Number of new projects awarded Number of projects completed during period Number of projects as at 30 September 2018	31 586 (546) 71

Revenue of system integration segment decreased by approximately 4.9% from HK$235 million for the nine months ended 30 September 2017 to HK$224 million for the nine months ended 30 September 2018. Such decrease was mainly due to our management selection of quality deals where we are positive to collect monies from the projects as soon as they are ended. On the other hand, the segment revenue of maintenance services increased by approximately HK$40 million or 68% from HK$59 million for the nine months ended 30 September 2017 to HK$99 million for the nine months ended 30 September 2018. Such increase was due to the commencement of cyber security business in Hong Kong’s subsidiary from September 2017 and addition of maintenance services agreements in our Korea subsidiary during the period.

Prospects

Along with the peaceful announcement made at the summit in September 2018 between the two Korea leaders, we are looking for new business opportunities in Korean peninsula, particularly in North Korea. We believe that the diversification of business development in North Korea may further strengthen our position in the system integration industry in Korea, which is consistent with our current business strategies. The Directors will regularly review the situation so as to plan the best business strategy to fit for dynamic business environment.

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Employees and Remuneration Policy

As at 30 September 2018, the Group had an aggregate of 159 employees which was comparable to 157 employees as at 30 September 2017.

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$59 million for the nine months ended 30 September 2018 (for the nine months ended 30 September 2017: approximately HK$45 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 September 2018, no share option had been granted.

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 30 September 2018, 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 Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (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:

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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	262,917,327	65.73%
(“Mr. Phung”)	persons/Interest in controlled
	corporation/Interest of spouse
Mr. Suh Seung Hyun_(Notes 1 and 2)_	Interest held jointly with other	262,917,327	65.73%
(“Mr. Suh”)	persons/Interest in controlled
	corporation
Mr. Lee Seung Han_(Notes 1 and 2) _	Interest held jointly with other	262,917,327	65.73%
(“Mr. Lee”)	persons/Interest in controlled
	corporation

Notes:

(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 Hyeoung Jin (“ 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 30 September 2018 (i.e. 400,000,000 Shares).
17 -

Save as disclosed above, as at 30 September 2018, 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 30 September 2018, 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 8)
LiquidTech_(Note 1)_	Beneficial owner	262,917,327	65.73%
AMS_(Notes 1, 2 and 3)_	Interest in controlled corporation	262,917,327	65.73%
Mr. Park_(Notes 2 and 3)_	Interest held jointly with other persons/	262,917,327	65.73%
	Interest in controlled corporation
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%

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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.
(8) The percentage of shareholding was calculated based on the Company’s total number of issued Shares as at 30 September 2018 (i.e. 400,000,000 Shares).

Save as disclosed above, as at 30 September 2018, 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 nine months ended 30 September 2018.

DIRECTORS’ INTEREST IN COMPETING BUSINESS

During the nine months ended 30 September 2018, 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 nine months ended 30 September 2018.

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 nine months ended 30 September 2018.

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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.

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. The Audit Committee consists of three independent non-executive directors namely, Mr. Wong Sik Kei, Mr. Yung Kai Tai and Mr. Sum Chun Ho. Mr. Sum Chun Ho possesses the appropriate professional accounting qualifications 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 review of the effectiveness of our Group’s internal audit function, financial reporting process, internal control and risk management systems, and to oversee the audit process. The Audit Committee had reviewed the unaudited quarterly results for the nine months ended 30 September 2018.

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

Hong Kong, 2 November 2018

As at 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. Sum Chun Ho and Mr. Yung Kai Tai.

This announcement will remain on the “Latest Company Announcements” page on 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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Future Data Group Limited — Interim / Quarterly Report 2018

51343_rns_2018-11-02_5218d834-31aa-4779-9786-793bbc68f3b2.pdf