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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.

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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 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.

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