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Future Data Group Limited — Interim / Quarterly Report 2021
Aug 6, 2021
51343_rns_2021-08-06_851ec7eb-b8f4-4f05-b3d9-cf725b65e6c4.pdf
Interim / Quarterly Report
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FUTURE DATA GROUP LIMITED
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 8229)
INTERIM RESULTS ANNOUNCEMENT FOR THE SIX MONTHS ENDED 30 JUNE 2021
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 (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.
– 1 –
FINANCIAL HIGHLIGHTS
For the six months ended 30 June 2021
-
Unaudited revenue of the Group was HK$341.4 million for the six months ended 30 June 2021, representing an increase of approximately HK$77.1 million or 29.2%, as compared to the six months ended 30 June 2020.
-
Unaudited profit for the period was HK$10.6 million for the six months ended 30 June 2021, reversing from a loss for the period of HK$4.2 million for the six months ended 30 June 2020.
-
Unaudited basic and diluted earnings per share for the six months ended 30 June 2021 was HK cents 2.71 (unaudited basic and diluted loss per share for the six months ended 30 June 2020: HK cents 0.82).
-
Cash and cash equivalents per share as at 30 June 2021 was HK cents 31.0 (As at 31 December 2020: HK cents 24.0).
-
The Board does not recommend the payment of an interim dividend for the six months ended 30 June 2021 (for the six months ended 30 June 2020: Nil).
INTERIM RESULTS
The board of directors (the “ Board ”) of the Company presents the unaudited condensed consolidated interim results of the Group for the three months and six months ended 30 June 2021, together with comparative figures as follows.
– 2 –
CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS
For the three and six months ended 30 June 2021
| Three months ended | Three months ended | Six months ended | Six months ended | |||
|---|---|---|---|---|---|---|
| 30 June | 30 June | |||||
| 2021 | 2020 | 2021 | 2020 | |||
| Notes | HK$’000 | HK$’000 | HK$’000 | HK$’000 | ||
| (unaudited) | (unaudited) | (unaudited) | (unaudited) | |||
| Revenue | 3 | 177,797 | 150,517 | 341,383 | 264,247 | |
| Cost of sales and services | (157,640) | (128,603) | (300,122) | (232,741) | ||
| Gross profit | 20,157 | 21,914 | 41,261 | 31,506 | ||
| Other income, net | 1,228 | 379 | 2,740 | 753 | ||
| Selling and administrative | ||||||
| expenses | (14,307) | (15,816) | (31,671) | (34,536) | ||
| Finance costs | (171) | (157) | (421) | (427) | ||
| Profit/(loss) before income | ||||||
| tax | 4 | 6,907 | 6,320 | 11,909 | (2,704) | |
| Income tax credit/(expense) | 5 | 185 | (1,929) | (1,264) | (1,483) | |
| Profit/(loss) for the period | 7,092 | 4,391 | 10,645 | (4,187) | ||
| Attributable to: | ||||||
| – Owners of the Company | 7,016 | 4,809 | 10,849 | (3,271) | ||
| – Non-controlling interests | 76 | (418) | (204) | (916) | ||
| 7,092 | 4,391 | 10,645 | (4,187) | |||
| Earnings/(loss) per share | ||||||
| attributable to owners of | ||||||
| the Company | ||||||
| Basic and Diluted_(HK cents)_ | 6 | 1.75 | 1.20 | 2.71 | (0.82) |
– 3 –
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the three and six months ended 30 June 2021
| Three months ended | Three months ended | Three months ended | Six months ended | Six months ended | ||
|---|---|---|---|---|---|---|
| 30 | June | 30 June | ||||
| 2021 | 2020 | 2021 | 2020 | |||
| HK$’000 | HK$’000 | HK$’000 | HK$’000 | |||
| (unaudited) | (unaudited) | (unaudited) | (unaudited) | |||
| Profit/(loss) for the period | 7,092 | 4,391 | 10,645 | (4,187) | ||
| Other comprehensive income | ||||||
| for the period | ||||||
| Items that will be reclassified | ||||||
| subsequently to profit or | ||||||
| loss: | ||||||
| Exchange differences arising | ||||||
| on translation of foreign | ||||||
| operations | 136 | 1,409 | (3,628) | (4,777) | ||
| Total comprehensive income | ||||||
| for the period | 7,228 | 5,800 | 7,017 | (8,964) | ||
| Attributable to: | ||||||
| – Owners of the Company | 7,152 | 6,209 | 7,225 | (8,057) | ||
| – Non-controlling interests | 76 | (409) | (208) | (907) | ||
| 7,228 | 5,800 | 7,017 | (8,964) |
– 4 –
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 30 June 2021
| Notes ASSETS AND LIABILITIES Non-current assets Property, plant and equipment Intangible assets Goodwill Other financial assets 8 Loan to ultimate holding company Deposits for acquisition of properties Guarantee deposits Deferred tax assets Current assets Inventories 9 Trade and other receivables 10 Contract assets 11 Prepayments Other financial assets 8 Fixed bank deposits Cash and cash equivalents Current liabilities Trade and other payables 12 Contract liabilities 11 Lease liabilities Bank borrowings 13 Tax payable Net current assets Total assets less current liabilities |
As at 30 June 2021 HK$’000 (unaudited) 7,707 6,061 7,534 4,791 9,139 15,619 3,757 8,125 62,733 14,982 66,147 26,613 19,763 2,631 5,237 123,895 259,268 85,338 25,467 1,831 45,555 187 158,378 100,890 163,623 |
As at 31 December 2020 HK$’000 (audited) 9,959 8,095 7,534 7,407 8,869 10,498 3,901 8,500 |
|---|---|---|
| 64,763 | ||
| 15,812 79,813 24,679 14,273 – 4,536 96,189 |
||
| 235,302 | ||
| 96,698 23,960 2,398 24,722 916 |
||
| 148,694 | ||
| 86,608 | ||
| 151,371 |
– 5 –
| Notes Non-current liabilities Lease liabilities Bank borrowings 13 Defined benefit obligations Deferred tax liabilities Net assets EQUITY Share capital Reserves Equity attributable to owners of the Company Non-controlling interests Total equity |
As at 30 June 2021 HK$’000 (unaudited) 1,366 10,826 33 1,013 13,238 150,385 4,000 145,935 149,935 450 150,385 |
As at 31 December 2020 HK$’000 (audited) 2,052 5,568 166 217 |
|---|---|---|
| 8,003 | ||
| 143,368 | ||
| 4,000 138,710 |
||
| 142,710 658 |
||
| 143,368 |
– 6 –
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the six months ended 30 June 2021
| At 1 January 2021 (audited) Profit/(loss) for the period Exchange difference arising on translation of foreign operations Total comprehensive income Transferred from retained earnings upon declaration of final dividend from a subsidiary At 30 June 2021 (unaudited) At 1 January 2020 (audited) Loss for the period Exchange difference arising on translation of foreign operations Total comprehensive income Transferred from retained earnings upon declaration of final dividend from a subsidiary At 30 June 2020 (unaudited) |
Attributable to equity holders of the Company | Attributable to equity holders of the Company | Attributable to equity holders of the Company | Total HK$’000 142,710 10,849 (3,624) 7,225 – 149,935 129,127 (3,271) (4,786) (8,057) – 121,070 |
Non- controlling interests HK$’000 658 (204) (4) (208) – 450 1,021 (916) 9 (907) – 114 |
Total equity HK$’000 143,368 10,645 (3,628) |
|||
|---|---|---|---|---|---|---|---|---|---|
| Share capital HK$’000 4,000 – – – – 4,000 4,000 – – – – 4,000 |
Share premium HK$’000 35,718 – – – – 35,718* 35,718 – – – – 35,718 |
Capital reserve Research and development reserve HK$’000 HK$’000 13,855 3,674 – – – – – – – – 13,855 3,674** 13,855 3,674 – – – – – – – – 13,855 3,674 |
Foreign exchange reserve HK$’000 741 – (3,624) (3,624) – (2,883)* (5,792) – (4,786) (4,786) – (10,578) |
Legal reserve HK$’000 2,490 – – – 454 2,944* 1,995 – – – 495 2,490 |
Retained earnings HK$’000 82,232 10,849 – 10,849 (454) 92,627* 75,677 (3,271) – (3,271) (495) 71,911 |
||||
| 7,017 – |
|||||||||
| 150,385 | |||||||||
| 130,148 (4,187) (4,777) |
|||||||||
| (8,964) – |
|||||||||
| 121,184 |
- The total of these balances represents “Reserves” in the condensed consolidated statement of financial position.
– 7 –
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
For the six months ended 30 June 2021
| Net cash generated from/(used in) operating activities Net cash used in investing activities Net cash generated from financing activities Net increase/(decrease) in cash and cash equivalents Cash and cash equivalents at beginning of the period Effect of exchange rate changes on cash and cash equivalents Cash and cash equivalents at the end of the period Analysis of balances of cash and cash equivalents Cash and bank balances |
Six months ended 30 June 2021 2020 HK$’000 HK$’000 (unaudited) (unaudited) 17,556 (46,262) (6,978) (11,585) 19,829 7,298 30,407 (50,549) 96,189 116,075 (2,701) (4,752) 123,895 60,774 123,895 60,774 |
|---|---|
– 8 –
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
For the six months ended 30 June 2021
1. GENERAL INFORMATION
The Company was incorporated in the Cayman Islands on 4 January 2016 as an exempted company with limited liability under the Companies Law, Cap 22 (Law 3 of 1961, as revised and consolidated) of the Cayman Islands and its shares have been listed on GEM of the Stock Exchange since 8 July 2016. The Company’s registered office is located at Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman, KY1-1111, Cayman Islands.
The Company’s principle place of business in Hong Kong is located at Suite 1507–08, 15th Floor, Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong, whereas in Korea our principal places of business is located at Unit 801–809, 822, Mullae SK V1 Center, 10 Seonyu-ro, 9-gil, Yeongdeungpo-gu, Seoul, Korea.
The principal activity of the Company is investment holding. The Group is engaged in the provision of (i) integration of systems with network connectivity, cloud computing and security elements; (ii) maintenance services; and (iii) cyber security services in Korea and Hong Kong.
The functional currencies of the Company’s principal operating subsidiaries in Korea and Hong Kong are South Korean Won (“ KRW ”) and Hong Kong Dollars (“ HK$ ”) respectively, while the condensed consolidated interim financial statements are presented in HK$ which is also the functional currency of the Company. As the Company’s shares (the “ Shares ”) are listed on GEM of the Stock Exchange, the Directors consider that it will be more appropriate to adopt HK$ as the Group’s presentation currency. The amounts stated are rounded to the nearest HK$1,000 unless otherwise stated.
2. BASIS OF PREPARATION AND ACCOUNTING POLICIES
The condensed consolidated interim financial statements for the six months ended 30 June 2021 have been prepared in accordance with Hong Kong Accounting Standard 34 “Interim Financial Reporting” issued by the Hong Kong Institute of Certified Public Accountants and the applicable disclosure requirements of Chapter 18 of the GEM Listing Rules.
The accounting policies and methods of computation used in the preparation of the condensed consolidated interim financial statements for the six months ended 30 June 2021 are consistent with those adopted in the annual financial statements for the year ended 31 December 2020. The condensed consolidated interim financial statements for the six months ended 30 June 2021 should be read in conjunction with the annual financial statements for the year ended 31 December 2020.
On 1 January 2021, the Group has adopted all the new and revised Hong Kong Financial Reporting Standards (“ HKFRSs ”), amendments and interpretations that are effective from that date and are relevant to its operations. The adoption of these new/revised HKFRSs, amendments and interpretations has no material effect on the results reported for the current or prior periods.
– 9 –
3. REVENUE AND SEGMENT INFORMATION
The Group’s business is organised into three segments:
-
(i) system integration;
-
(ii) maintenance services; and
-
(iii) cyber security services.
Segment revenue and profit contribution are:
(a) Business segments:
| Three months ended 30 June 2021 2020 System integration Maintenance services Cyber security services Total System integration Maintenance services Cyber security services HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) Total segment revenue 127,065 43,759 8,193 179,017 104,866 40,160 6,771 Inter-segment revenue – – (1,220) (1,220) – – (1,280) Revenue from external customers 127,065 43,759 6,973 177,797 104,866 40,160 5,491 Gross profit/segment results 8,030 9,610 2,517 20,157 7,810 13,462 642 Other income, net 1,228 Selling and administrative expenses (14,307) Finance costs (171) Profit before income tax 6,907 Income tax credit/(expense) 185 Profit for the period 7,092 |
Total HK$’000 (unaudited) 151,797 (1,280) |
|---|---|
| 150,517 | |
| 21,914 379 (15,816) (157) |
|
| 6,320 (1,929) |
|
| 4,391 |
– 10 –
| Six months ended 30 June 2021 2020 System integration Maintenance services Cyber security services Total System integration Maintenance services Cyber security services HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) Total segment revenue 242,789 84,680 16,294 343,763 178,523 74,297 15,964 Inter-segment revenue – – (2,380) (2,380) – – (4,537) Revenue from external customers 242,789 84,680 13,914 341,383 178,523 74,297 11,427 Gross profit/segment results 17,744 19,768 3,749 41,261 8,997 20,169 2,340 Other income, net 2,740 Selling and administrative expenses (31,671) Finance costs (421) Profit/(loss) before income tax 11,909 Income tax expense (1,264) Profit/(loss) for the period 10,645 |
Total HK$’000 (unaudited) 268,784 (4,537) |
|---|---|
| 264,247 | |
| 31,506 753 (34,536) (427) |
|
| (2,704) (1,483) |
|
| (4,187) |
(b) Geographic information:
| Korea Hong Kong Total |
Three months ended 30 June 2021 2020 HK$’000 HK$’000 (unaudited) (unaudited) 170,824 145,026 6,973 5,491 177,797 150,517 |
Six months ended 30 June 2021 2020 HK$’000 HK$’000 (unaudited) (unaudited) 327,469 252,820 13,914 11,427 341,383 264,247 |
Six months ended 30 June 2021 2020 HK$’000 HK$’000 (unaudited) (unaudited) 327,469 252,820 13,914 11,427 341,383 264,247 |
|---|---|---|---|
| 264,247 |
– 11 –
(c) Revenue analysis:
| Revenue from customers and recognised over time: – Revenue from system integration services – Revenue from maintenance services – Revenue from cyber security services Total |
Three months ended 30 June 2021 2020 HK$’000 HK$’000 (unaudited) (unaudited) 127,065 104,866 43,759 40,160 6,973 5,491 177,797 150,517 |
Six months ended 30 June 2021 2020 HK$’000 HK$’000 (unaudited) (unaudited) 242,789 178,523 84,680 74,297 13,914 11,427 341,383 264,247 |
Six months ended 30 June 2021 2020 HK$’000 HK$’000 (unaudited) (unaudited) 242,789 178,523 84,680 74,297 13,914 11,427 341,383 264,247 |
|---|---|---|---|
| 264,247 |
The following tables disaggregate the Group’s revenue from contracts with customers:
| Three months ended 30 June 2021 2020 System integration Maintenance services Cyber security services Total System integration Maintenance services Cyber security services HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) Type of goods or services – Cloud infrastructure 95,100 40,188 – 135,288 96,077 38,677 – – Security 31,965 3,571 6,973 42,509 8,789 1,483 5,491 Total revenue from contracts with customers 127,065 43,759 6,973 177,797 104,866 40,160 5,491 Type of customers – Public sector 55,133 29,972 – 85,105 40,347 25,112 – – Private sector 71,932 13,787 6,973 92,692 64,519 15,048 5,491 Total revenue from contracts with customers 127,065 43,759 6,973 177,797 104,866 40,160 5,491 Contract duration – Within twelve months 111,939 35,953 5,458 153,350 104,214 4,723 4,576 – Over twelve months but less than twenty-four months 15,126 4,417 404 19,947 652 29,305 509 – Over twenty-four months – 3,389 1,111 4,500 – 6,132 406 Total revenue from contracts with customers 127,065 43,759 6,973 177,797 104,866 40,160 5,491 |
Total HK$’000 (unaudited) 134,754 15,763 |
|---|---|
| 150,517 | |
| 65,459 85,058 |
|
| 150,517 | |
| 113,513 30,466 6,538 |
|
| 150,517 |
– 12 –
| Six months ended 30 June 2021 2020 System integration Maintenance services Cyber security services Total System integration Maintenance services Cyber security services HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) Type of goods or services – Cloud infrastructure 185,941 78,673 – 264,614 157,179 70,657 – – Security 56,848 6,007 13,914 76,769 21,344 3,640 11,427 Total revenue from contracts with customers 242,789 84,680 13,914 341,383 178,523 74,297 11,427 Type of customers – Public sector 85,878 52,964 – 138,842 70,984 43,548 – – Private sector 156,911 31,716 13,914 202,541 107,539 30,749 11,427 Total revenue from contracts with customers 242,789 84,680 13,914 341,383 178,523 74,297 11,427 Contract duration – Within twelve months 227,145 68,805 11,120 307,070 173,400 8,308 8,996 – Over twelve months but less than twenty-four months 15,644 9,158 750 25,552 5,123 54,841 1,595 – Over twenty-four months – 6,717 2,044 8,761 – 11,148 836 Total revenue from contracts with customers 242,789 84,680 13,914 341,383 178,523 74,297 11,427 |
Total HK$’000 (unaudited) 227,836 36,411 |
|---|---|
| 264,247 | |
| 114,532 149,715 |
|
| 264,247 | |
| 190,704 61,559 11,984 |
|
| 264,247 |
4. PROFIT/(LOSS) BEFORE INCOME TAX
Profit/(loss) before income tax is arrived at after charging/(crediting):
| Three months ended | Three months ended | Six months | ended | ||
|---|---|---|---|---|---|
| 30 June | 30 June | ||||
| 2021 | 2020 | 2021 | 2020 | ||
| HK$’000 | HK$’000 | HK$’000 | HK$’000 | ||
| (unaudited) | (unaudited) | (unaudited) | (unaudited) | ||
| Costs of inventories recognised | |||||
| as expenses | 130,927 | 107,004 | 249,621 | 189,671 | |
| Employee costs | 24,049 | 21,290 | 47,385 | 43,569 | |
| Subcontracting costs | 10,581 | 8,324 | 18,799 | 19,154 | |
| Net (reversal)/provision for impairment | |||||
| of trade receivables | (954) | 991 | (1,848) | 1,708 | |
| Amortisation of intangible assets | 1,016 | 1,212 | 2,033 | 2,424 | |
| Depreciation of property, | |||||
| plant and equipment | 459 | 628 | 921 | 1,365 | |
| Depreciation of right-of-use assets | 646 | 541 | 1,289 | 1,163 | |
| Research and development costs | 1,336 | 1,607 | 2,614 | 2,780 | |
| Interest on lease liabilities | 28 | 33 | 54 | 42 | |
| Short term lease expenses | 97 | 89 | 271 | 335 |
– 13 –
5. INCOME TAX (CREDIT)/EXPENSE
| Current tax – Korea Deferred Tax – Korea – Hong Kong Total |
Three months ended 30 June 2021 2020 HK$’000 HK$’000 (unaudited) (unaudited) (1,075) 726 820 310 70 893 890 1,203 (185) 1,929 |
Six months ended 30 June 2021 2020 HK$’000 HK$’000 (unaudited) (unaudited) 322 542 900 (5) 42 946 942 941 1,264 1,483 |
|---|---|---|
Global Telecom Company Limited (“ 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 11.0% to 24.2% on the estimated assessable profit of Global Telecom derived worldwide during each of the periods presented.
-
11% on assessable profit up to the first KRW200 million (equivalent to approximately HK$1.4 million);
-
22% on assessable profit in excess of KRW200 million (equivalent to approximately HK$1.4 million) and up to KRW20 billion (equivalent to approximately HK$138.3 million); and
-
24.2% on assessable profit in excess of KRW20 billion (equivalent to approximately HK$138.3 million).
Subsidiaries operating in Hong Kong are subject to Hong Kong profits tax. Under two-tier profits tax regime, if the entity has one or more connected entity, the two-tiered profits tax rates would only apply to the one which is nominated to be chargeable at the two-tiered rates. Hong Kong profits tax of the nominated entity is calculated at 8.25% on assessable profits up to HK$2 million and 16.5% on any part of assessable profits over HK$2 million.
For the subsidiary operating in Hong Kong which does not qualify for two-tiered profits tax rates, a profits tax rate of 16.5% on assessable profit shall remain in calculating Hong Kong profits tax.
– 14 –
6. BASIC AND DILUTED EARNINGS/(LOSS) PER SHARE
The calculation of basic and diluted earnings/(loss) per share is based on the following data.
| Profit/(loss) for the period attributable to owners of the Company Weighted average number of ordinary shares |
Three months ended 30 June 2021 2020 HK$’000 HK$’000 (unaudited) (unaudited) 7,016 4,809 Three months ended 30 June 2021 2020 Number ’000 Number ’000 (unaudited) (unaudited) 400,000 400,000 |
Six months ended 30 June 2021 2020 HK$’000 HK$’000 (unaudited) (unaudited) 10,849 (3,271) Six months ended 30 June 2021 2020 Number ’000 Number ’000 (unaudited) (unaudited) 400,000 400,000 |
|---|---|---|
Weighted average of 400,000,000 shares for the six months ended 30 June 2021 represents the number of shares in issue throughout the period.
Diluted earnings/(loss) per share were the same as the basic earnings/(loss) per share as the Group had no potential dilutive ordinary shares during the three and six months ended 30 June 2021 and 2020.
7. DIVIDEND
The Board does not recommend the payment of an interim dividend for the six months ended 30 June 2021 (corresponding period in 2020: nil).
8. OTHER FINANCIAL ASSETS
| NON-CURRENT Financial assets measured at fair value through profit or loss (“FVTPL”): Unlisted equity securities – Korea Software Financial Cooperative (“KSFC”) – Korea Broadcasting & Communication Financial Cooperative (“KBCFC”) Investment in insurance policy CURRENT FVTPL Investment in insurance policy |
As at 30 June 2021 HK$’000 (unaudited) 4,749 42 4,791 – 4,791 2,631 |
As at 31 December 2020 HK$’000 (audited) 4,779 42 |
|---|---|---|
| 4,821 2,586 |
||
| 7,407 | ||
| – |
– 15 –
During the insured periods covered by the insurance policy, Global Telecom can earn interest income which is linked to the then prevailing market saving interest rates. The Directors consider that the account values of these insurance policies provided by insurance companies approximate its fair values.
The unlisted equity securities and account value of the insurance policy are grouped under Level 2 of the fair value hierarchy under HKFRS 13. There were no transfers between the three levels during each of the periods presented.
9. INVENTORIES
| Hardware and software 10. TRADE AND OTHER RECEIVABLES Trade receivables Less: Provision for impairment of trade receivables Trade receivables, net_(note (a))_ Bills receivables Short-term loans to employees Accrued interest Rental and other deposits Other receivables |
As at 30 June 2021 HK$’000 (unaudited) 14,982 As at 30 June 2021 HK$’000 (unaudited) 83,785 (18,577) 65,208 – 241 448 207 43 66,147 |
As at 31 December 2020 HK$’000 (audited) 15,812 |
|---|---|---|
| As at 31 December 2020 HK$’000 (audited) 95,078 (20,571) |
||
| 74,507 2,380 248 140 2,360 178 |
||
| 79,813 |
Note:
- (a) The credit term granted by the Group to its trade customers is normally 90 days. Based on the invoice date, the ageing analysis of the Group’s trade receivables net of impairment provision is as follows:
| 0–90 days 91–180 days 181–365 days 1–2 years |
As at 30 June 2021 HK$’000 (unaudited) 60,982 4,065 161 – 65,208 |
As at 31 December 2020 HK$’000 (audited) 72,315 1,558 516 118 |
|---|---|---|
| 74,507 |
– 16 –
The movement in the allowance for impairment of trade receivables is as follows:
| Carrying amount at beginning of the period/year Net reversal of impairment losses recognised during the period/year Exchange realignment Carrying amount at end of the period/year 11. CONTRACT ASSETS AND CONTRACT LIABILITIES Contract assets Arising from performance under system integration Arising from provision of cyber security services Contract liabilities Arising from performance under system integration Arising from provision of cyber security services 12. TRADE AND OTHER PAYABLES Trade payables_(note (a))_ Accruals and other payables Advances receipts Value-added tax payables |
As at 30 June 2021 HK$’000 (unaudited) 20,571 (1,848) (146) 18,577 As at 30 June 2021 HK$’000 (unaudited) 24,739 1,874 26,613 10,959 14,508 25,467 As at 30 June 2021 HK$’000 (unaudited) 67,787 16,336 458 757 85,338 |
As at 31 December 2020 HK$’000 (audited) 20,234 (276) 613 20,571 As at 31 December 2020 HK$’000 (audited) 22,137 2,542 24,679 14,260 9,700 23,960 As at 31 December 2020 HK$’000 (audited) 72,478 20,965 2,683 572 96,698 |
|---|---|---|
– 17 –
Note:
- (a) Credit periods granted by suppliers and subcontractors normally range from 30 days to 90 days. Based on the invoice dates, the ageing analysis of the trade payables is as follows:
| 0–30 days 31–60 days 61–90 days 91–180 days 181–365 days Over 1 year 13. BANK BORROWINGS Unsecured: – Bank loans repayable within one year_(note (a)) – Bank loans repayable after one year(note (b))_ |
As at 30 June 2021 HK$’000 (unaudited) 60,444 4,607 296 47 1,256 1,137 67,787 As at 30 June 2021 HK$’000 (unaudited) 45,555 10,826 56,381 |
As at 31 December 2020 HK$’000 (audited) 62,418 3,528 3,760 1,371 494 907 |
|---|---|---|
| 72,478 | ||
| As at 31 December 2020 HK$’000 (audited) 24,722 5,568 |
||
| 30,290 |
Notes:
-
(a) As at 30 June 2021, Korea Credit Guarantee Fund (“ KCGF ”), which is a public financial institution independent of the Group, provided foreign and local currency guarantees to certain banks in the amount of US$288,000 (31 December 2020: US$288,000 and KRW400,000,000) for import financing facilities and bank loans provided to Global Telecom.
-
(b) In accordance with the sales and purchase agreements of the acquisition of properties in Korea dated 14 May 2020, Global Telecom applied for loans from a financial institution designated by the vendor for the intermediate payments, and the interest on bank loans was borne by the vendor until the date of occupancy. The bank loans are denominated in KRW, interest bearing at 6-month COFIX plus 2.19% per annum, unsecured and due to be settled on or before 31 January 2023.
14. REMUNERATION OF DIRECTORS AND EMOLUMENTS OF KEY MANAGEMENT
| Three months ended | Three months ended | Six months ended | Six months ended | ||
|---|---|---|---|---|---|
| 30 | June | 30 June | |||
| 2021 | 2020 | 2021 | 2020 | ||
| HK$’000 | HK$’000 | HK$’000 | HK$’000 | ||
| (unaudited) | (unaudited) | (unaudited) | (unaudited) | ||
| Remuneration of directors and other | |||||
| members of key management | 3,104 | 2,793 | 5,613 | 4,836 |
– 18 –
MANAGEMENT DISCUSSION AND ANALYSIS
FINANCIAL REVIEW
CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS
For the three and six months ended 30 June 2021
| Three months ended | Three months ended | Six months ended | Six months ended | |||||
|---|---|---|---|---|---|---|---|---|
| 30 June | 31 March | 30 June | 30 June | |||||
| 2021 | 2021 | Change | Change | 2021 | 2020 | Change | Change | |
| HK$’000 | HK$’000 | HK$’000 | % | HK$’000 | HK$’000 | HK$’000 | % | |
| (unaudited) | (unaudited) | (unaudited) | (unaudited) | |||||
| Revenue | 177,797 | 163,586 | 14,211 | 8.7% | 341,383 | 264,247 | 77,136 | 29.2% |
| Cost of sales and services | (157,640) | (142,482) | 15,158 | 10.6% | (300,122) | (232,741) | 67,381 | 29.0% |
| Gross profit | 20,157 | 21,104 | (947) | (4.5%) | 41,261 | 31,506 | 9,755 | 31.0% |
| Other income, net | 1,228 | 1,512 | (284) | (18.8%) | 2,740 | 753 | 1,987 | 263.9% |
| Selling and administrative | ||||||||
| expenses | (14,307) | (17,364) | (3,057) | (17.6%) | (31,671) | (34,536) | (2,865) | (8.3%) |
| Finance costs | (171) | (250) | (79) | (31.6%) | (421) | (427) | (6) | (1.4%) |
| Profit/(loss) before income | ||||||||
| tax | 6,907 | 5,002 | 1,905 | 38.1% | 11,909 | (2,704) | (14,613) | (540.4%) |
| Income tax credit/(expense) | 185 | (1,449) | (1,634) | (112.8%) | (1,264) | (1,483) | (219) | (14.8%) |
| Profit/(loss) for the period | 7,092 | 3,553 | 3,539 | 99.6% | 10,645 | (4,187) | (14,832) | (354.2%) |
For the six months ended 30 June 2021, the Group posted a revenue of HK$341.4 million represented an increase by HK$77.1 million or 29.2% when compared to a revenue of HK$264.2 million in the same corresponding period in 2020. An analysis on the Group’s revenue is presented below:
- Korea and Hong Kong operation was expanding during the period. Korea contributed HK$327.5 million for the six months ended 30 June 2021, surging by HK$74.6 million or 29.5% compared to HK$252.8 million a year ago. Business in Hong Kong contributed HK$13.9 million, which was HK$2.5 million or 21.8% higher compared to HK$11.4 million a year ago.
– 19 –
-
Segment revenue of system integration, maintenance services and cyber security services were HK$242.8 million, HK$84.7 million and HK$13.9 million respectively which accounting for 71.1%, 24.8% and 4.1% of the Group’s revenue for the six months ended 30 June 2021 (30 June 2020: 67.6%, 28.1% and 4.3%). Compared to six months ended 30 June 2020, all segments experienced revenue growth in this year.
-
For the six months ended 30 June 2021, public sector contributed HK$138.8 million in revenue, which is HK$24.3 million or 21.2% increase; and private sector contributed HK$202.5 million in revenue, which is HK$52.8 million or 35.3% increase compared to a year ago.
The Group’s gross profit increased by approximately HK$9.8 million or 31.0% from HK$31.5 million for the six months ended 30 June 2020 to HK$41.3 million for the six months ended 30 June 2021. The rise was in line with revenue growth.
The Group’s selling and administrative expenses were reduced by HK$2.9 million or 8.3% to HK$31.7 million for the six months ended 30 June 2021 compared to the same corresponding period a year ago (for the six months ended 30 June 2020: approximately HK$34.5 million). The decrease was mainly attributable to no additional provision for impairment of trade receivable in the first half of 2021.
After a provision of HK$1.3 million for tax expenses, the Group posted profit for the period of HK$10.6 million for the six months ended 30 June 2021, a reversal from a loss position of HK$4.2 million in 2020.
– 20 –
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 30 June 2021
| Property, plant and equipments Intangible assets Goodwill Other financial assets Loan to ultimate holding company Deposits for acquisition of properties Guarantee deposits Deferred tax assets Non-current assets Inventories Trade and other receivables Contract assets Prepayments Other financial assets Fixed bank deposits Cash and cash equivalents Current assets Trade and other payables Contract liabilities Lease liabilities Bank borrowings Tax payable Current liabilities Lease liabilities Bank borrowings Defined benefit obligations Deferred tax liabilities Non-current liabilities Net assets |
As at 30 June 2021 As at 31 December 2020 Change Change HK$’000 HK$’000 HK$’000 % (unaudited) (audited) 7,707 9,959 (2,252) (22.6%) 6,061 8,095 (2,034) (25.1%) 7,534 7,534 – – 4,791 7,407 (2,616) (35.3%) 9,139 8,869 270 3.0% 15,619 10,498 5,121 48.8% 3,757 3,901 (144) (3.7%) 8,125 8,500 (375) (4.4%) 62,733 64,763 (2,030) (3.1%) 14,982 15,812 (830) (5.2%) 66,147 79,813 (13,666) (17.1%) 26,613 24,679 1,934 7.8% 19,763 14,273 5,490 38.5% 2,631 – 2,631 100.0% 5,237 4,536 701 15.5% 123,895 96,189 27,706 28.8% 259,268 235,302 23,966 10.2% 85,338 96,698 (11,360) (11.7%) 25,467 23,960 1,507 6.3% 1,831 2,398 (567) (23.6%) 45,555 24,722 20,833 84.3% 187 916 (729) (79.6%) 158,378 148,694 9,684 6.5% 1,366 2,052 (686) (33.4%) 10,826 5,568 5,258 94.4% 33 166 (133) (80.1%) 1,013 217 796 366.8% 13,238 8,003 5,235 65.4% 150,385 143,368 7,017 4.9% |
|---|---|
– 21 –
The Group’s current assets stood at HK$259.3 million as at 30 June 2021, which represented an increase of approximately HK$24.0 million. This was mainly due to an increase in cash and cash equivalents resulted from the cash generated from financing activities. Current portion bank borrowing was enlarged to HK$45.6 million as at 30 June 2021, mitigated by the decrease in trade and other payables, current liabilities stood at HK$158.4 million representing an increase of approximately HK$9.7 million or 6.5% compared to 31 December 2020.
As mentioned in the first quarterly results of 2021, Global Telecom, our Korean subsidiary, has obtained a banking facility to satisfy intermediate payments for buying properties in Seoul. During the period, Global Telecom has utilised this banking facility amounting to HK$5.3 million. Non-current liabilities increased to HK$13.2 million as at 30 June 2021.
As a result, our Group recorded an increase in net assets of approximately HK$7.0 million to HK$150.4 million as at 30 June 2021 from HK$143.4 million as at 31 December 2020.
Liquidity and Financial Resources
As at 30 June 2021, the Group’s net current assets were HK$100.9 million showing a strong liquidity.
The Group expresses its gearing ratio as a percentage of total debt over total equity. As at 30 June 2021, the gearing ratio was 37.5% (as at 31 December 2020: 21.1%). The increase was due to raise of new loans for business operations and properties purchase. The liquidity ratio, represented by a ratio of current assets over current liabilities, was 1.6 times (as at 31 December 2020: 1.6 times), reflecting the adequacy of financial resources.
As at 30 June 2021, the Group recorded cash and cash equivalents of approximately HK$123.9 million (as at 31 December 2020: approximately HK$96.2 million), which included approximately KRW16,084 million, HK$5.4 million, US$1.0 million and small amount of Singapore dollars.
As at 30 June 2021, the Group had variable rate bank borrowings in US$ and KRW of approximately US$5.9 million and KRW1,617 million respectively, which were equivalent to approximately HK$56.4 million (as at 31 December 2020: approximately HK$30.3 million). Certain banking borrowings are guaranteed by Korea Credit Guarantee Fund which is a public financial institution independent of the Group.
– 22 –
Foreign Exchange Exposure
The Group’s business in Korea is exposed to currency risk that mainly arose from the currency difference between our revenue receipts (which are denominated in KRW) and some of our payments for purchases (which are in US$). 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 between the costing date and the relevant settlement date.
Revenue and cost of our Hong Kong operation are both denominated in HK$. Hence, there is no currency risk arising from it.
Charges on Group’s Assets
None of the Group’s assets were charged as at 30 June 2021.
Material Investments and Capital Assets
The Group did not have any material investments and capital assets for the six months ended 30 June 2021.
The carrying amount of the Group’s unlisted equity securities as at 30 June 2021 accounted for approximately 1.5% of the Group’s total assets and is not significant. The unlisted equity securities mainly represent 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 capital asset as at 30 June 2021 as well.
Significant Acquisitions and Disposals
For the six months ended 30 June 2021, the Group had not made any significant acquisition or disposal.
As at 30 June 2021, the Group was continuously seeking potential buyers for the remaining eleven properties. Having said that in the circular dated 25 January 2021 and the supplementary announcement dated 31 March 2021, since the properties are part of the government subsidised, the Directors consider that the prices of the properties will not have any downside risk. In the event that any of the eleven properties are not disposed of prior to the payment date for relevant intermediate payment(s) and/or remaining balance, the Company intends to satisfy these payable by bank borrowing in Korea. As at 30 June 2021, Global Telecom has obtained a banking facility amounting to KRW5,013,132,000 (equivalent to approximately HK$34.5 million) to satisfy relevant intermediate payments.
– 23 –
Contingent Liabilities
The Group did not have any significant contingent liabilities as at 30 June 2021.
Capital Commitment
As at 30 June 2021, the Group has outstanding capital commitments of KRW5,498,570,000 (equivalent to approximately HK$37.9 million) related to the agreements entered for properties purchase in Korea which is not provided for in the Group’s financial statements.
BUSINESS REVIEW
| Opening backlog as at 1 January 2021 New booking during the period Revenue recognised during the period Closing backlog as at 30 June 2021 |
HK$’000 166,124 314,005 (341,383) 138,746 |
|---|---|
Resulting from the successful market penetration strategy, more contracts awarded from system integration segment business. After a strong growth in the first quarter of 2021, revenue surge from this segment has been slowed down but the Group continuously awarded some sizeable contracts in the second quarter of 2021. Examples of these sizeable contracts included:
-
A contract won from computer programming service provider amounting to KRW2.2 billion (equivalent to approximately HK$15.2 million);
-
A contract won from a network integration consultant company amounting to KRW1.5 billion (equivalent to approximately HK$10.0 million); and
-
A contract won from government amount to KRW1.2 billion (equivalent to approximately HK$8.3 million).
Revenue from maintenance services segment has been growing during the six months ended 30 June 2021 to HK$84.7 million from HK$74.3 million for the same corresponding period in 2020. The growth was due to the increase in number of maintenance contracts.
Cyber security services segment was in growing trend. For the six months ended 30 June 2021, this segment recorded a revenue of HK$13.9 million which represented an increase by HK$2.5 million or 21.8% from HK$11.4 million for the six months ended 30 June 2020.
– 24 –
PROSPECTS
The Group has recorded HK$10.6 million of profit which is the best interim results since we have successfully listed the Company’s shares on GEM of the Stock Exchange in 2016.
The Directors are pleased with the results of the two consecutive of the first quarter and second quarter profits in 2021, which is encouraging under a challenging business environment caused by viral pandemic escalation.
As a result of a highly profitable first half of 2021, and a gradual global economic recovery, we are positive that the Group will be profitable in the full year of 2021, bearing unforeseen circumstances.
EMPLOYEES AND REMUNERATION POLICY
As at 30 June 2021, the Group had an aggregate of 225 (30 June 2020: 219) employees. Such increase represented to the recruitment of more engineers to support the growth in the Group’s businesses.
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 employee costs, including Directors’ emoluments, amounted to approximately HK$47.4 million for the six months ended 30 June 2021 (for the six months ended 30 June 2020: approximately HK$43.6 million).
The Group has adopted a share option scheme for the purpose of providing incentives and rewards to eligible persons who contributed to the success of the Group’s operation. Up to 30 June 2021, no share option had been granted.
In enhancing the competitiveness and improving staff quality through continuous learning, the Group provides our staff with regular technical and on-the-job trainings and encourages our staff to attend external seminars and sit for examinations to develop their knowledge continuously.
USE OF PROCEEDS FROM THE PLACING
To better adapt and cope with the current market conditions and economic environment, the Board is of the view that the use of the net proceeds from the placing shall be approximately adjusted. The reasons for and benefits of reallocation and change in use of proceeds are presented in the announcement “Further reallocation and change in use of proceeds” dated 6 August 2021.
– 25 –
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 June 2021, 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:
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. 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 | |||
| Mr. Phung Nhuong | Interest held jointly with | 262,917,327 | 65.73% |
| Giang_(Notes 1, 2 and 3)_ | other persons/Interest in | ||
| (“Mr. Phung”) | controlled corporation/ | ||
| Interest of spouse |
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. Suh, Mr. Lee, Mr. Phung, Mr. Park Hyeoung Jin (“ Mr. Park ”), Mr. Lee Sung Gue, Mr. Lee Je Eun and Ms. Marilyn Tang as to 25.34%, 22.71%, 18.14%, 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. Suh, Mr. Lee, Mr. Phung 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. Suh, Mr. Lee, Mr. Phung 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. Suh, Mr. Lee, Mr. Phung and Mr. Park is deemed to be interested in approximately 65.73% interest in the share capital of the Company.
– 26 –
-
(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 June 2021 (i.e. 400,000,000 Shares).
Save as disclosed above, as at 30 June 2021, 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 June 2021, 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 | 262,917,327 | 65.73% |
| corporation | |||
| Mr. Park_(Notes 2 and 3)_ | Interest held jointly with other | 262,917,327 | 65.73% |
| persons/Interest in controlled | |||
| corporation | |||
| Ms. Marilyn Tang_(Notes 2, 3 and 4)_ | Interest held jointly with | 262,917,327 | 65.73% |
| other persons/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% |
– 27 –
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 25.34% by Mr. Suh, 22.71% by Mr. Lee, 18.14% by Mr. Phung, 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. Suh, Mr. Lee, Mr. Phung 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. Suh, Mr. Lee, Mr. Phung 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. Suh, Mr. Lee, Mr. Phung 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 June 2021 (i.e. 400,000,000 Shares).
Save as disclosed above, as at 30 June 2021, the Directors were not aware of any other persons who had any interests or short positions in the Shares or underlying Shares which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO or which would be recorded in the register required to be kept under Section 336 of the SFO, who are directly or indirectly interested in 5% or more of the Shares.
SHARE OPTION SCHEME
The Company has a share option scheme (the “ Share Option Scheme ”) which was approved and adopted by the written resolutions of the then sole shareholder of the Company passed on 21 June 2016. No share option has been granted under the Share Option Scheme since its adoption.
– 28 –
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 six months ended 30 June 2021.
DIRECTORS’ INTEREST IN COMPETING BUSINESS
During the six months ended 30 June 2021, 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, reelection 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 six months ended 30 June 2021.
CHANGES IN DIRECTORS’ BIOGRAPHICAL DETAILS
Changes in directors’ biographical details which are required to be disclosed pursuant to Rules 17.50(2) and 17.50A of the GEM Listing Rules are set out below.
At the Board meeting of the Company held on 7 May 2021, it was approved that the annual salary of an executive Director of the Company, Mr. Phung Nhuong Giang, has been resumed from HK$840,000 to HK$1,200,000 as the economic impact of the pandemic has receded. This adjustment should take effect retrospectively from 1 January 2021.
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 six months ended 30 June 2021.
– 29 –
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 six months ended 30 June 2021, 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 main duties of the Audit Committee are to assist the Board in reviewing the financial information and reporting process, risk management and internal control systems and the internal audit function, audit plan and relationship with external auditors, and arrangement to enable employees of the Company to raise, in confidence, concerns about possible improprieties in financial reporting, internal control or other matters of the Company. The Audit Committee had reviewed the unaudited interim results of the Company for the six months ended 30 June 2021.
By order of the Board Future Data Group Limited Suh Seung Hyun Chairman
Hong Kong, 6 August 2021
As at the date of this announcement, the executive Directors of the Company are Mr. Suh Seung Hyun, Mr. Phung Nhuong Giang, Mr. Lee Seung Han and Mr. Ryoo Seong Ryul; and the independent non-executive Directors of the Company are Mr. Wong Sik Kei, Mr. Sum Chun Ho and Mr. Yung Kai Tai.
This announcement will remain on the “Latest Listed Company Information” page of the GEM website at www.hkgem.com for at least 7 days from the date of its publication and on the Company’s website at www.futuredatagroup.com.
– 30 –