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Future Data Group Limited — Interim / Quarterly Report 2018
May 8, 2018
51343_rns_2018-05-08_ea5a8b2a-e452-49b0-83e9-51b1d72a010b.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 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 Main Board of 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 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 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”), 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 (the “GEM Listing Rules”) for the purpose of giving information with regard to the Company and its subsidiaries (collectively refer to as the “Group”). 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 2018
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Unaudited revenue of the Group was HK$102.3 million for the three months ended 31 March 2018, representing an increase of approximately HK$11.5 million or 12.7%, as compared to the three months ended 31 March 2017.
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Unaudited loss after tax was HK$1.2 million for the three months ended 31 March 2018, as compared to the profit after tax of approximately HK$0.3 million for the three months ended 31 March 2017.
-
Unaudited basic loss per share was 0.30 HK cents for the three months ended 31 March 2018 (three months ended 31 March 2017: unaudited basic earnings per share was 0.09 HK cents).
-
The Board does not recommend the payment of a dividend for the three months ended 31 March 2018 (three months ended 31 March 2017: nil).
QUARTERLY RESULTS
The board of Directors of the Company (the “Board”) presents the unaudited condensed consolidated results of the Group for the three months ended 31 March 2018, together with the comparative figures as follows:
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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the three months ended 31 March 2018
| Three months ended 31 March | Three months ended 31 March | ||
|---|---|---|---|
| 2018 | 2017 | ||
| Notes | HK$’000 | HK$’000 | |
| (unaudited) | (unaudited) | ||
| Revenue | 3 | 102,343 | 90,842 |
| Cost of sales and services | (82,916) | (77,653) | |
| Gross profit | 19,427 | 13,189 | |
| Other income - net | 1,074 | 1,691 | |
| Selling and administrative expenses | (21,244) | (14,254) | |
| Finance costs | (189) | (88) | |
| (Loss)/profit before income tax | 4 | (932) | 538 |
| Income tax expense | 5 | (249) | (190) |
| (Loss)/profit for the period attributable to owners of the | |||
| Company | (1,181) | 348 | |
| Other comprehensive income for the period | |||
| Items that will be reclassified subsequently to | |||
| profit or loss: | |||
| Exchange differences arising on translation of foreign | |||
| operations | 715 | 2,802 | |
| Total other comprehensive income | 715 | 2,802 | |
| Total comprehensive (loss)/income for the period | |||
| attributable to owners of the Company | (466) | 3,150 | |
| (Loss)/earnings per share | |||
| Basic and Diluted (HK cents) | 6 | (0.30) | 0.09 |
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CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
For the three months ended 31 March 2018
| At 1 January 2018 (audited) Loss for the period Exchange difference arising on translation of foreign operations At 31 March 2018 (unaudited) At 1 January 2017 (audited) Profit for the period Exchange difference arising on translation of foreign operations At 31 March 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 Investment revaluation reserve Research and development reserve HK$000 HK$000 HK$000 13,855 532 3,674 - - - - - - 13,855 532 3,674 13,855 501 3,674 - - - - - - 13,855 501 3,674 |
Foreign exchange reserve HK$000 2,979 - 715 3,694 (9,804) - 2,802 (7,002) |
Legal reserve HK$000 1,995 - - 1,995 1,530 - - 1,530 |
Retained earnings HK$000 69,573 (1,181) - 68,392 65,454 348 - 65,802 |
Total equity HK$000 138,206 (1,181) 715 137,740 125,408 348 2,802 128,558 |
|---|---|---|---|---|---|---|---|
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NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS For the three months ended 31 March 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 principal place of business is located at Room 1002, 10/F, Tung Wai Commercial Building, 109-111 Gloucester Road, Wan Chai, 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.
2. BASIS OF PREPARATION AND ACCOUNTING POLICIES
The unaudited condensed consolidated financial statements for the three months ended 31 March 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 (the “GEM Listing Rules”) Governing the Listing of Securities on 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 2018 are consistent with those adopted in the annual financial statements for the year ended 31 December 2017. The condensed consolidated financial statements should be read in conjunction with the annual financial statements for the year ended 31 December 2017.
The functional currencies of the Company’s principal operating subsidiaries are South Korean Won (“KRW”), and Hong Kong Dollars (“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.
On 1 January 2018, the Group has adopted all 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.
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3. REVENUE AND SEGMENT INFORMATION
The Group’s business is organised into two segments:
- (i) system integration; and
(ii) maintenance services
Segment revenue and profit contribution are:
(a) Business Segments:
| Total segment revenue Gross profit/segment results Other income - net Selling and administrative expenses Finance costs (Loss)/profit before income tax Income tax expense (Loss)/profit for the period |
Three months ended 31 March 2018 2017 System Integration Maintenance services Total System Integration Maintenance services HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) 75,918 26,425 102,343 72,985 17,857 9,010 10,417 19,427 10,074 3,115 1,074 (21,244) (189) (932) (249) (1,181) |
Total HK$’000 (unaudited) 90,842 |
|---|---|---|
| 13,189 1,691 (14,254) (88) |
||
| 538 (190) |
||
| 348 |
(b) Geographic information:
| Korea Hong Kong |
Three months ended 31 March 2018 2017 HK$’000 HK$’000 (unaudited) (unaudited) 95,780 90,004 6,563 838 102,343 90,842 |
Three months ended 31 March 2018 2017 HK$’000 HK$’000 (unaudited) (unaudited) 95,780 90,004 6,563 838 102,343 90,842 |
|---|---|---|
| 90,842 |
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(c) Revenue analysis:
An analysis of Group’s revenue is as follows:
| System integration: – Revenue from system integration services – Revenue from sales of software Maintenance services: – Revenue from system maintenance services – Revenue from cyber security services |
Three months ended 31 March 2018 2017 HK$’000 HK$’000 (unaudited) (unaudited) 75,918 72,147 – 838 75,918 72,985 19,862 17,857 6,563 – 26,425 17,857 102,343 90,842 |
Three months ended 31 March 2018 2017 HK$’000 HK$’000 (unaudited) (unaudited) 75,918 72,147 – 838 75,918 72,985 19,862 17,857 6,563 – 26,425 17,857 102,343 90,842 |
|---|---|---|
| 72,985 17,857 – |
||
| 17,857 90,842 |
4. (LOSS)/PROFIT BEFORE INCOME TAX
(Loss)/profit before income tax is arrived at after charging:
| Three months ended 31 March | Three months ended 31 March | |
|---|---|---|
| 2018 | 2017 | |
| HK$’000 | HK$’000 | |
| (unaudited) | (unaudited) | |
| Costs of inventories recognised as expenses | 71,511 | 69,560 |
| Employee costs | 20,386 | 14,122 |
| Subcontracting costs | 1,731 | 4,755 |
| Agency commission | 3,000 | – |
| Amortisation of intangible assets | 673 | 272 |
| Depreciation of property, plant and equipment | 1,001 | 759 |
| Research and development costs | 694 | 643 |
| Minimum lease payments in respect of rented premises | 523 | 431 |
5. INCOME TAX EXPENSE
| Current tax Deferred Tax Total |
Three months ended 31 March 2018 2017 HK$'000 HK$'000 (unaudited) (unaudited) 407 52 (158) 138 249 190 |
Three months ended 31 March 2018 2017 HK$'000 HK$'000 (unaudited) (unaudited) 407 52 (158) 138 249 190 |
|---|---|---|
| 190 |
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Our Korean subsidiary is subject to Korean Corporate Income Tax which comprised national and local taxes. Korean Corporate Income Tax is charged at the progressive rate from 10% to 22% on the estimated assessable profit of our Korean subsidiary during each of the periods presented.
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 three months ended 31 March 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 three months ended 31 March 2017, the profits of our Hong Kong subsidiary was subject to the flat rate of 16.5%.
6. (LOSS)/EARNINGS PER SHARE
The calculation of basic (loss)/earnings per share is based on the loss of approximately HK$1,181,000 for the three months ended 31 March 2018 (for the three months ended 31 March 2017: profit of approximately HK$348,000) attributable to owners of the Company and on the basis that 400,000,000 (for the three months ended 31 March 2017: 400,000,000) ordinary shares had been in issue during the period.
Diluted earnings per share were the same as the basic (loss)/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 three months ended 31 March 2018 (corresponding period in 2017: nil).
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MANAGEMENT DISCUSSION AND ANALYSIS
Financial review
During the three months ended 31 March 2018, the Group recorded a revenue of HK$102.3 million which represents the increase by 12.7% as compared to the same period of last year. This result was attributable to the number of projects completed during the period was higher than last year for the same period.
The Group’s gross profit increased by a commendable 47.3%, from HK$13.2 million for the three months ended 31 March 2017 to HK$19.4 million for the three months ended 31 March 2018. The main reason for such increase was attributable to high margin in cyber security business from Hong Kong operations of approximately HK$6.6 million.
Selling and administrative expenses for the three months ended 31 March 2018 was approximately HK$21.2 million, (for the three months ended 31 March 2017: approximately HK$14.3 million) representing an increase of HK$7.0 million or 49.0% which was mainly attributable to the increase in hiring more security specialists and higher agency commission paid, so as to increase the market share and acquired more revenue for cyber security business in Hong Kong operations.
The increase in gross profit was lower than the increase in selling and administrative expenses. As a result, the Group recorded a loss after tax of HK$1.2 million for the three months ended 31 March 2018, a reversal from profit position for the three months ended 31 March 2017.
Liquidity and Financial Resources
As at 31 March 2018, the Group’s net current assets were HK$105.6 million showing a strong liquidity.
The Group expresses its gearing ratio as a percentage of total debt over total equity. As at 31 March 2018, the gearing ratio was 22.8% (as at 31 December 2017: 12.0%). The increase was mainly due to additional unsecured bank borrowings of approximately HK$14.9 million. The liquidity ratio, represented by a ratio of current assets over current liabilities, was 2.5 times (as at 31 December 2017: 1.6 times), reflecting the adequacy of financial resources.
As at 31 March 2018, the Group had cash and cash equivalents of approximately HK$58.7 million (as at 31 December 2017: approximately HK$141.1 million), which included approximately KRW5,267 million, in US dollars of US$1.8 million, and in HK dollars of HK$6.1 million.
As at 31 March 2018, the Group had bank borrowings bearing variable interest rates of approximately US$4.0 million, which was equivalent to approximately HK$31.5 million (as at 31 December 2017: approximately HK$16.5 million).
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Foreign Exchange Exposure
The Group’s business in Korea exposes to currency risk mainly arise from the currency difference between our revenue receipts (which are denominated in KRW) and some of our payments for purchases (which are denominated in US$). 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 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.
The Group’s Hong Kong operations revenue was denominated in HK$ and the cost of sales was denominated in HK$. There is no significant currency risk arising from Hong Kong operations.
Business Review
Set out below are the details of the movement of the number of system integration projects and segmentation information up to 31 March 2018.
| Number of projects at 1 January 2018 Number of new projects awarded during period Number of projects completed during period Number of projects as at 31 March 2018 |
31 179 (157) 53 |
|---|---|
The segment profit of system integration decreased by approximately 10.6% from HK$10.1 million for the three months ended 31 March 2017 to HK$9.0 million for the three months ended 31 March 2018. Such decrease was 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 profit of maintenance services increased by approximately 234.4% from HK$3.1 million for the three months ended 31 March 2017 to HK$10.4 million for the three months ended 31 March 2017. Such increase was mainly due to the commencement of cyber security business from Hong Kong’s subsidiary from September 2017. For the three months ended 31 March 2018, cyber security business contributed a gross profit of HK$4.4 million to maintenance service segment.
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Significant Acquisitions and Disposals
The Group did not have any significant acquisition or disposal for the three months ended 31 March 2018.
Material Investments and Capital Assets
The Group did not have any material investments or capital assets as at 31 March 2018.
Contingent Liabilities
The Group did not have any significant contingent liabilities as at 31 March 2018.
Events after the Balance sheet date
As from 31 March 2018 to the date of this announcement, there is no significant subsequent event would materially affect the Group’s operating and financial performance.
Prospects
The Group is continually and constantly exploring opportunities develop its business outside Korea through plans such as potential acquisition in Hong Kong. In addition, the Group keeps to develop the higher gross profit margin business namely the big data and cyber security. We are positive that this will bring the Group to profitable position in 2018, and maximise shareholders’ return.
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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 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 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 |
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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 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.
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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.
-
(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 31 March 2018 (i.e. 400,000,000 Shares).
Save as disclosed above, as at 31 March 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.
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SUBSTANTIAL SHAREHOLDERS’ INTERESTS IN THE SHARES AND UNDERLYING SHARES
As at 31 March 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.
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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.
-
(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.
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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) The percentage of shareholding was calculated based on the Company’s total number of issued Shares as at 31 March 2018 (i.e. 400,000,000 Shares).
Save as disclosed above, as at 31 March 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 three months ended 31 March 2018.
DIRECTORS’ INTEREST IN COMPETING BUSINESS
During the three months ended 31 March 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 three months ended 31 March 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 three months ended 31 March 2018.
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 2018, the Audit Committee consisted of three independent non-executive Directors namely, Mr. Wong Sik Kei, Mr. Sum Chun Ho and Mr. Yung Kai Tai. 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 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 three months ended 31 March 2018.
By order of the Board Future Data Group Limited Suh Seung Hyun Chairman
Hong Kong, 8 May 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 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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