AI assistant
i-Cable Communications Limited — Interim / Quarterly Report 2021
Sep 23, 2021
49682_rns_2021-09-23_59ca10a8-02a8-42cb-8f29-ea7cf8095f21.pdf
Interim / Quarterly Report
Open in viewerOpens in your device viewer

CONTENTS
| Corporate Information | 2 |
|---|---|
| Highlights | 3 |
| Business Review | 5 |
| Management Discussion and Analysis | 8 |
| Report on Review of Interim Financial Information | 21 |
| Condensed Consolidated Statement of Profit or Loss | 23 |
| Condensed Consolidated Statement of Comprehensive Income | 24 |
| Condensed Consolidated Statement of Financial Position | 25 |
| Condensed Consolidated Statement of Changes in Equity | 27 |
| Condensed Consolidated Statement of Cash Flows | 29 |
| Notes to the Condensed Consolidated Interim Financial Information | 31 |
| Corporate Governance and Additional Information | 57 |
The English text of this interim report shall prevail over the Chinese text in case of inconsistencies or discrepancies.
CORPORATE INFORMATION
BOARD OF DIRECTORS
Non-executive Directors
Tan Sri Dato' David CHIU (Chairman) Dr. CHENG Kar-Shun, Henry GBM, GBS (Vice-chairman) Mr. TSANG On Yip, Patrick Mr. HOONG Cheong Thard Mr. LIE KEN JIE Remy Anthony Ket Heng Ms. NG Yuk Mui Jessica
Executive Director Mr. Andrew Wah Wai CHIU
Independent Non-executive Directors
Mr. LAM Kin Fung Jeffrey GBS, JP Dr. HU Shao Ming Herman SBS, JP Mr. LUK Koon Hoo, Roger BBS, JP Mr. TANG Sing Ming Sherman
AUDIT COMMITTEE
Mr. LUK Koon Hoo, Roger (Chairman) Mr. HOONG Cheong Thard Mr. TANG Sing Ming Sherman
NOMINATION COMMITTEE
Tan Sri Dato' David CHIU (Chairman) Mr. LAM Kin Fung Jeffrey Mr. LUK Koon Hoo, Roger
COMPENSATION COMMITTEE
Mr. LAM Kin Fung Jeffrey (Chairman) Tan Sri Dato' David CHIU Mr. TSANG On Yip, Patrick Dr. HU Shao Ming Herman Mr. LUK Koon Hoo, Roger
AUTHORISED REPRESENTATIVES
Mr. Andrew Wah Wai CHIU Mr. KWOK Chi Kin
COMPANY SECRETARY
Mr. KWOK Chi Kin
PRINCIPAL BANKER
The Hongkong and Shanghai Banking Corporation Limited
SHARE REGISTRAR AND TRANSFER OFFICE
Tricor Tengis Limited Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong
REGISTERED OFFICE
7th Floor, Cable TV Tower, 9 Hoi Shing Road, Tsuen Wan, Hong Kong
INDEPENDENT AUDITOR
PricewaterhouseCoopers Certified Public Accountants Registered Public Interest Entity Auditor
CORPORATE WEBSITE
www.i-cablecomm.com
STOCK CODE
01097
HIGHLIGHTS
- • The financial performance of i-CABLE Communications Limited (the "Company" or "i-CABLE"), its subsidiaries and consolidated structured entities (collectively the "Group") for the six months ended 30 June 2021 was slightly improved as compared to the last corresponding period.
- • Since Forever Top (Asia) Limited ("Forever Top" or the "Controlling Shareholder") became the controlling shareholder of i-CABLE in September 2017, with the implementation of efficacious cost controls and reallocation of resources among business units to maximise the value of the resources devoted, the operating expenses shrank during the last three consecutive years and during the six months ended 30 June 2021. The operating expenses decreased from approximately HK\$680 million for the six months ended 30 June 2020 to approximately HK\$648 million for the six months ended 30 June 2021.
- • The number of broadband customers in June 2021 increased by approximately 5% as compared to June 2020. Revenue generated from the telecommunications segment increased by approximately HK\$13 million from approximately HK\$191 million for the six months ended 30 June 2020 to approximately HK\$204 million for the six months ended 30 June 2021. The increase was contributed by the revenue streams from the various collaborations with China Mobile Hong Kong Company Limited ("CMHK").
- • On the pay television ("Pay TV") subscription business front, the customer base contracted during the six months ended 30 June 2021, which led to a decrease in the revenue generated from the Pay TV subscription for the six months ended 30 June 2021. However, the revenue generated from the airtime sales on the Hong Kong Open TV ("Open TV") platform during the six months ended 30 June 2021 has improved as compared to the last corresponding period.
- • Segment loss before depreciation and amortisation of other intangible assets of the media segment increased and segment profit before depreciation and amortisation of other intangible assets of the telecommunications segment dropped during the six months ended 30 June 2021 as compared to the last corresponding period.
| (Unaudited) Six months ended 30 June |
||||
|---|---|---|---|---|
| 2021 | 2020 | |||
| HK\$'000 | HK\$'000 | |||
| Revenue | 493,483 | 524,893 | ||
| Loss from operations | (154,061) | (155,053) | ||
| Depreciation | 108,860 | 111,793 | ||
| Amortisation of other intangible assets | 2,016 | 2,009 | ||
| Loss from operations before depreciation and | ||||
| amortisation of other intangible assets (Note 1) | (43,185) | (41,251) | ||
| Loss for the period | (175,216) | (176,223) | ||
| HK cents | HK cents | |||
| Basic loss per share | (2.5) | (2.5) | ||
| Diluted loss per share | (2.5) | (2.5) | ||
| (Unaudited) | (Audited) | |||
| 30 June | 31 December | |||
| 2021 | 2020 | |||
| HK\$'000 | HK\$'000 | |||
| Total assets | 1,663,800 | 1,608,280 | ||
| Total liabilities | (1,329,279) | (1,243,113) | ||
| Total equity | 334,521 | 365,167 | ||
| Net gearing ratio (Note 2) | 179% | 136% |
Notes:
- 1. The Group presents the loss from operations before depreciation and amortisation of other intangible assets, a non-HKFRS financial measure, which is a supplemental information in relation to the operating performance of the Group to enable the stakeholders to evaluate and compare the performance across the same industry.
- 2. Net gearing ratio represents total interest-bearing borrowings and convertible bonds less cash and bank balances and restricted bank balances divided by total equity.
BUSINESS REVIEW
OPERATING ENVIRONMENT
The financial performance of the Group in the first half of 2021 was slightly improved as compared to the last corresponding period. The Group implemented the cost-saving initiatives, and the revenue generated from telecommunications segment and advertising revenue generated from Open TV increased but the subscription revenue generated from Pay TV reduced during the six months ended 30 June 2021. On the subscription business front, keen competition has continued to contract the subscription customer base of Pay TV service while the number of subscribers of the broadband service continued to grow as a result of network upgrades and the launch of new sales and marketing strategies. With efficacious sales and marketing campaign and the introduction of diverse contents, the advertising revenue generated from Open TV improved during the period, while advertising revenue generated from Pay TV declined due to the intensified competition among the multimedia platforms.
| June | June | |
|---|---|---|
| 2021 | 2020 | |
| Customers | ('000) | ('000) |
| Television | 731 | 754 |
| Broadband | 200 | 190 |
| Telephony | 74 | 78 |
With severe disruption to global social and economic activities as well as the keen competition from other multimedia players, the Pay TV subscription customer base continued to contract and the subscription average revenue per user ("ARPU") decreased during the period.
For the broadband service, the Group recorded an increase in customer base as at 30 June 2021 as compared to that as at 30 June 2020. The growth was attributable to the timely adoption of effective sales and marketing strategies, recognition from the market for the Group's quality of network service, as well as the continuous network upgrade to high speed Gigabit-capable Passive Optical Network ("GPON") services. Diverse service subscription packages with new contents and combination were also launched to enhance customer retention of broadband service.
BUSINESS REVIEW (continued)
MEDIA
As an established and popular horse-racing content channel in the Pay TV market, Channel 18 has maintained enormous popularity in horse-racing circle due to its professional production and commentaries. Immense vibrant programmes were produced to widen and retain the Group's customer base. "Race Card Talk" (排位拆局) and "Simulcast Forecast" (海外預測) were the brand new series that provide professional information and forecast of local and simulcast races.
On the sports front, the Group continued to deliver exclusive sports events to viewers such as Copa America 2021 (2021美洲國家盃), FIVB Women's Volleyball Nations League 2021 (2021世界 女排聯賽), 2022 European Qualifiers (2022世界盃歐洲區外圍賽), J.League (日本職業足球聯賽), German Cup (德國盃足球賽), FIFA Club World Cup 2020 (2020世界冠軍球會盃) as well as ISU World Figure Skating Championships 2021 (2021世界花樣滑冰錦標賽) and so forth. The Group was committed to produce and deliver local sports competitions and news to audience, including Loving Sports (愛•體育) which focused on local sports and local athletes, and Interschool Sports STEM Challenge (學屆體育常識大比併) which focused on academic circle and collaborated with Volleyball Association of Hong Kong, China (香港排球總會) for the broadcasting of Hong Kong Volleyball League (香港排球聯賽).
The Group continued to bring new contents to its subscribers by acquiring new channels including France 24 English, France 24 French, DW English and Sky News.
As most of the travelogue programmes were not able to be filmed due to the persistent coronavirus pandemic ("COVID-19"), Open TV endeavoured to produce new variety programmes within Hong Kong and focus on local production. Programme highlights included "Fung Shui Home Maker" (搵陣), "Lunch Time" (夠鐘食晏) and "Guru's Travel in HK" (旅遊達人 滯遊香港).
During the six months ended 30 June 2021, the Group observed a visible growth of demand for airtime sales. As a result, the advertising revenue generated from Open TV, MTR Corporation Limited ("MTR") In-train TV and digital and social media multi-platforms increased in the first half of 2021. As the exclusive commercial airtime sales distributor and content provider for the MTR In-train TV, the Group continued to provide exciting contents, including instant local and international news, financial news, sports news, entertainment news and infotainment, to passengers throughout the day. Affected by the closure of Lo Wu and Lok Ma Chau stations due to the COVID-19, the flow of people across the border dropped significantly. However, the new advertising formats on the MTR Mobile App created new interests of potential advertisers and thus helped to drive new business revenue.
BUSINESS REVIEW (continued)
MEDIA (continued)
The Group consolidated its advantages and reinforced its strength across media platforms by introducing the i-CABLE News over-the-top ("OTT") App which successfully reached audiences from multiple platforms. The Group has always set its sight on delivering first-hand news, finance, sports as well as lifestyle content. Newly launched quality programmes in the first half of 2021 included "HK Special Career" (香港特工) and "Talking Ethnicity HK" (族個講).
The Group has implemented several ways to optimise its resources throughout the period, including reinforcing collaboration with various strategic partners, enriching media content and refining channel line-up to highlight its unique strength of genres. The Group will continue to create wider synergies by introducing premium content for multiple platforms and expanding revenue streams in overseas markets.
TELECOMMUNICATIONS
The Group currently owns and operates a territory-wide telecommunications network which covers over two million households in Hong Kong. In the first half of 2021, the Group continued to expand its core network of fibre coverage and increase its core network capacity to cater for both residential and commercial markets to drive for business growth. The Group invested in the network coverage extension of GPON in order to provide fibre to the home ("FTTH") highspeed internet services to subscribers and will start to deploy 10G GPON broadband service to major residential areas.
Leveraging on the Group's well-established network coverage and technology, the Group expands its services to data centre connectivity business and develops commercial broadband and enterprise solutions for its data centre customers, which opens a new source of income to the Group.
One of the Group's major sources of revenue was generated from the various collaborations with CMHK including content provisions, network consultation and rollout, and mobile business. The Group keeps utilising its network development expertise and strength to facilitate the design, planning and installation work of CMHK's infrastructure work in Hong Kong. To strengthen the Group's competitiveness in the market, it introduced the mobile service, iMobile, in December 2020, which uplift the Group's subscription revenue by up-selling different kinds of bundling services.
MANAGEMENT DISCUSSION AND ANALYSIS
(A) REVIEW OF RESULTS
Revenue of the Group for the six months ended 30 June 2021 decreased by approximately HK\$32 million or 6% to approximately HK\$493 million (for the six months ended 30 June 2020: HK\$525 million).
Cost of services of the Group for the six months ended 30 June 2021, including programming costs, network expenses and cost of sales, decreased by approximately HK\$10 million to approximately HK\$513 million (for the six months ended 30 June 2020: HK\$523 million). Programming costs and network expenses decreased by approximately 9% and 4% respectively, while cost of sales increased by approximately 54% as compared to the last corresponding period, which was mainly due to the increase in revenue derived from the telecommunications segment. Selling, general and administrative and other operating expenses of the Group decreased by approximately 14% as compared to the last corresponding period.
Loss from operations of the Group for the six months ended 30 June 2021 was approximately HK\$154 million, representing a decrease of approximately 1%, as compared with the loss from operations of approximately HK\$155 million for the corresponding period in 2020.
After recognising the interest income, finance costs, non-operating income and income tax, the Group recorded a net loss of approximately HK\$175 million for the six months ended 30 June 2021 (for the six months ended 30 June 2020: HK\$176 million). Basic and diluted loss per share for the six months ended 30 June 2021 were approximately HK2.5 cents (basic and diluted loss per share for the six months ended 30 June 2020: HK2.5 cents).
(B) SEGMENTAL INFORMATION
The principal activities of the Group include media and telecommunications operations.
Media
The media segment includes operations related to the television subscription business, domestic free television programme service, advertising, channel carriage, television relay service, programme licensing, theatrical release and other related businesses.
Revenue derived from the media segment for the six months ended 30 June 2021 decreased by approximately 13% to approximately HK\$289 million (for the six months ended 30 June 2020: HK\$334 million) on lower subscription revenue.
Operating expenses before depreciation and amortisation of other intangible assets incurred from the media segment for the six months ended 30 June 2021 decreased by approximately 10% to approximately HK\$387 million (for the six months ended 30 June 2020: HK\$429 million). As referred to the section headed "Segment Information" in Note 7 to the condensed consolidated interim financial information of this interim report, media segment loss before depreciation and amortisation of other intangible assets for the six months ended 30 June 2021 increased to approximately HK\$98 million (for the six months ended 30 June 2020: a loss of HK\$95 million) mainly due to the net effect of the decrease in revenue and the decrease in programming costs.
Telecommunications
The telecommunications segment includes operations related to broadband internet access services, portal operation, mobile content licensing, telephony services, network leasing, network construction, mobile service and mobile agency service as well as other related businesses.
Revenue derived from the telecommunications segment for the six months ended 30 June 2021 increased by approximately 7% to approximately HK\$204 million (for the six months ended 30 June 2020: HK\$191 million).
(B) SEGMENTAL INFORMATION (continued)
Telecommunications (continued)
Operating expenses before depreciation and amortisation of other intangible assets incurred from the telecommunications segment for the six months ended 30 June 2021 increased by approximately 18% to approximately HK\$123 million (for the six months ended 30 June 2020: HK\$104 million). As referred to the section headed "Segment Information" in Note 7 to the condensed consolidated interim financial information of this interim report, telecommunications segment profit before depreciation and amortisation of other intangible assets for the six months ended 30 June 2021 decreased by approximately 7% to approximately HK\$81 million (for the six months ended 30 June 2020: HK\$87 million).
(C) LIQUIDITY, FINANCIAL RESOURCES AND CAPITAL STRUCTURE
As at 30 June 2021, the Group had cash and bank balances and restricted bank balances of approximately HK\$195 million and HK\$11 million respectively as compared to approximately HK\$157 million and HK\$11 million respectively as at 31 December 2020. The cash and bank balances and restricted bank balances of the Group as at 30 June 2021 and 31 December 2020 were mainly denominated in Hong Kong Dollar ("HK\$"). The net gearing ratio, measured in terms of the total interest-bearing borrowings and convertible bonds less cash and bank balances and restricted bank balances divided by total equity, was approximately 179% (31 December 2020: 136%). The capital structure of the Group was approximately 71% debt and approximately 29% equity as at 30 June 2021, representing an increase of approximately 6% and a decrease of approximately 6% respectively as compared with approximately 65% debt and approximately 35% equity as at 31 December 2020.
Consolidated net asset value of the Group as at 30 June 2021 was approximately HK\$335 million, representing a decrease of approximately 8%, as compared with consolidated net asset value of the Group as at 31 December 2020 of approximately HK\$365 million.
The carrying amount of interest-bearing borrowings denominated in HK\$ as at 30 June 2021 was HK\$295 million (31 December 2020: HK\$295 million), which carries interest at variable rates and was repayable on demand. The committed borrowing facilities available to the Group but not drawn as at 30 June 2021 amounted to HK\$105 million (31 December 2020: HK\$105 million).
(C) LIQUIDITY, FINANCIAL RESOURCES AND CAPITAL STRUCTURE (continued)
Rights issue and 2019 LCS
On 4 June 2019, the rights issue on the basis of three (3) new ordinary shares of the Company (the "Rights Shares") for every four (4) existing shares of the Company (the "Shares") then held at the subscription price of HK\$0.1 per Rights Share (the "Rights Issue") was completed and 928,603,364 Rights Shares have been allotted and issued by the Company to the shareholders of the Company (the "Shareholders") who accepted and validly applied and paid for the Rights Shares. The net proceeds raised from the Rights Issue amounted to approximately HK\$84.5 million. Besides, on 4 June 2019, the issuance of unlisted long-term convertible bonds (the "2019 LCS") with the principal amount of HK\$568 million by the Company to the Controlling Shareholder was completed. The 2019 LCS would be convertible into 4,544,000,000 new Shares upon full conversion of the 2019 LCS based on the initial conversion price of HK\$0.125 per conversion share and the coupon rate of the 2019 LCS is 2.0% per annum and payable quarterly. During the six months ended 30 June 2021, there had not been any conversion of the 2019 LCS. Details of the Rights Issue were set out in the announcements of the Company dated 25 January 2019, 27 May 2019, 31 May 2019 and 4 June 2019, the circular of the Company dated 8 April 2019 (the "2019 Circular") and the prospectus of the Company dated 9 May 2019 (the "Prospectus"). Details of the 2019 LCS were set out in the announcements of the Company dated 25 January 2019 and 4 June 2019 and the 2019 Circular.
The purposes for the Rights Issue and issuance of the 2019 LCS are to improve the liquidity of the Group, strengthen the Group's capital base, provide additional funding for the Group's capital expenditure, meet the cash flow needs of the Group and provide additional funding to fulfill the investment requirements under the regulatory licences.
The carrying amount of the 2019 LCS denominated in HK\$ as at 30 June 2021 was approximately HK\$377 million (31 December 2020: HK\$369 million). Details of the 2019 LCS were set out in the section headed "Convertible Bonds" in Note 15 to the condensed consolidated financial information in this interim report.
The net proceeds raised from the Rights Issue and the issuance of the 2019 LCS have all been utilised as at 31 December 2020 according to the intended use of proceeds as disclosed in the 2019 Circular and the Prospectus.
(C) LIQUIDITY, FINANCIAL RESOURCES AND CAPITAL STRUCTURE (continued)
2021 LCS
On 31 March 2021, the issuance of unlisted long-term convertible bonds (the "2021 LCS") with the principal amount of HK\$200 million by the Company to the Controlling Shareholder was completed. The 2021 LCS would be convertible into 2,941,176,470 new Shares upon full conversion of the 2021 LCS based on the initial conversion price of HK\$0.068 per conversion share and the coupon rate of the 2021 LCS is 2.0% per annum and payable quarterly. The Company may at any time on or after the date of issue of the 2021 LCS by giving not less than 10 business days' written notice to the holder(s) of the 2021 LCS to redeem all or part of the 2021 LCS at the outstanding principal amount of the 2021 LCS together with all accrued but unpaid interest. During the six months ended 30 June 2021, there had not been any conversion or redemption of the 2021 LCS. Details of the 2021 LCS are set out in the announcements of the Company dated 27 January 2021 and 31 March 2021 and the circular of the Company dated 2 March 2021 (the "2021 Circular").
The purpose for the issuance of the 2021 LCS is to ensure the Group has sufficient funds to operate and for business expansion including the enhancement of the network infrastructure, the acquisition of programmes and programmes production in order to recapitalise the business to allow sufficient time for the restructuring initiatives to be fully implemented.
The carrying amount of the 2021 LCS denominated in HK\$ as at 30 June 2021 was approximately HK\$133 million (31 December 2020: Nil). Details of the 2021 LCS were set out in the section headed "Convertible Bonds" in Note 15 to the condensed consolidated financial information in this interim report.
(C) LIQUIDITY, FINANCIAL RESOURCES AND CAPITAL STRUCTURE (continued)
The following table sets forth the information in relation to the use of the net proceeds raised from the issuance of the 2021 LCS:
| Intended use of net proceeds raised from the issuance of the 2021 LCS as disclosed in the 2021 Circular |
Actual use of net proceeds during the six months ended 30 June 2021 as originally intended |
Intended use of unutilised net proceeds raised from the issuance of the 2021 LCS as at 30 June 2021 and expected timeline |
|||
|---|---|---|---|---|---|
| Approximately HK\$198 million comprising: | Approximately HK\$76 million |
Approximately HK\$122 million | |||
| (i) | Approximately HK\$100 million for investments in capital expenditure for the enhancement of network infrastructure and other relevant capital expenditures; |
(i) | Approximately HK\$22 million; |
(i) | Approximately HK\$78 million for investment in capital expenditure within 18 months from the completion of the issuance of the 2021 LCS (the "Completion"); |
| (ii) | Approximately HK\$80 million for acquisition of programmes and programme production including: |
(ii) | Approximately HK\$36 million; |
(ii) | Approximately HK\$44 million for acquisition of programmes and programme production within 18 months from the Completion; |
| (ii)(a) approximately HK\$40 million for the funding requirements of acquired channels; |
(ii)(a) approximately HK\$16 million; |
and | |||
| (ii)(b) approximately HK\$20 million for the funding requirements of live programmes, movies and dramas, and other entertainment programmes; |
(ii)(b) approximately HK\$10 million; |
||||
| (ii)(c) approximately HK\$20 million for the funding requirements of self-produced programmes; and |
(ii)(c) approximately HK\$10 million; and |
||||
| (iii) | Approximately HK\$18 million for general working capital including but not limited to salaries and benefits, rental and utilities, government/music licence fees, other general and administrative expenses |
(iii) | Approximately HK\$18 million |
(iii) | HK\$Nil |
(C) LIQUIDITY, FINANCIAL RESOURCES AND CAPITAL STRUCTURE (continued)
The net proceeds raised from the issuance of the 2021 LCS that have been utilised were used according to the intentions as disclosed in the 2021 Circular.
The Group takes a centralised approach to the Group's funding and treasury management as well as optimisation of the funding cost-efficiency. The management (i) maintains a balanced debt and capital financing structure; (ii) ensures secure and optimum return on the investment of surplus funds within an agreed risk profile; (iii) oversees treasuryrelated financial risks, including but not limited to interest rate risk, currency risk, liquidity risk and credit risk; (iv) strives to diversify source of funding and maintain a balanced maturity profile; and (v) maintains an appropriately controlled environment to protect the financial return under the fluid financial market conditions.
The Group's assets and liabilities are mainly denominated in HK\$ and United States Dollars ("US\$") and it earns its revenue and incurs costs and expenses mainly in HK\$ and US\$. As HK\$ is pegged to US\$, the Group does not expect any significant foreign currency exposure arising from the fluctuation of the US\$/HK\$ or HK\$/US\$ exchange rates.
(C) LIQUIDITY, FINANCIAL RESOURCES AND CAPITAL STRUCTURE (continued)
During the six months ended 30 June 2021, capital expenditure on property, plant and equipment amounted to approximately HK\$53 million (for the six months ended 30 June 2020: HK\$56 million), the additions to right-of-use assets was approximately HK\$2 million (for the six months ended 30 June 2020: HK\$9 million) and the additions to programming library was approximately HK\$23 million (for the six months ended 30 June 2020: HK\$22 million).
The Group generally financed its operations with internally generated cash flows, the available credit facilities and the net proceeds raised from the issuance of the 2021 LCS.
(D) CONTINGENT LIABILITIES
As at 30 June 2021, the Group did not have any contingent liabilities.
(E) GUARANTEES
As at 30 June 2021, a corporate guarantee had been provided by the Company to a bank of HK\$400 million (31 December 2020: HK\$400 million) in respect of the facility of borrowing up to HK\$400 million (31 December 2020: HK\$400 million) to a wholly-owned subsidiary of the Company, of which HK\$295 million (31 December 2020: HK\$295 million) was utilised by the subsidiary of the Company.
As at 30 June 2021, the Group had made an arrangement with a bank to provide a performance bond to a counterparty amounting to approximately HK\$34 million (31 December 2020: HK\$34 million), of which approximately HK\$4 million (31 December 2020: HK\$4 million) was secured by bank deposits. The performance bond is to guarantee in favour of the counterparty the Group's performance in fulfilling the obligations under a contract.
(F) HUMAN RESOURCES
The Group had 1,187 employees as at 30 June 2021 (30 June 2020: 1,365). Total gross salaries and related costs before capitalisation and incurred for the six months ended 30 June 2021 amounted to approximately HK\$206 million (for the six months ended 30 June 2020: HK\$229 million). The remuneration of the directors of the Company (the "Directors") and the employees of the Group is determined with reference to their qualifications, experience, duties and responsibilities with the Group, as well as the Group's performance and the prevailing market conditions. Besides, the Group regularly provides training courses for the employees of the Group to meet their needs. Pursuant to the share option scheme of the Company adopted on 24 May 2018 (the "Share Option Scheme"), share options of the Company (the "Share Options") may be granted to the Directors and eligible employees of the Group to subscribe for Shares.
(G) OPERATING ENVIRONMENT
In view of the intensifying competition from the multimedia platforms, the Group's revenue in the first half of 2021 was mainly affected by the decline in subscription revenue generated from Pay TV.
Keen business competition in the market has continued to contract the subscription customer base of Pay TV service and the subscription ARPU was affected while the Open TV advertising revenue demonstrated an improvement during the period under review.
For broadband service, despite a saturated market with price war triggered by the incumbents, there was an increase of approximately 5% compared with approximately 190,000 for the ending subscriber base of the first half of 2020. This improvement was mainly due to the upgrade of network to provide high speed GPON services, and further enhancement in churn management.
(H) CHARGE ON GROUP ASSETS
As at 30 June 2021, restricted bank balances of approximately HK\$11 million (31 December 2020: HK\$11 million) were made by the Group to secure certain banking facilities granted to the Group.
(I) MATERIAL ACQUISITIONS AND DISPOSALS AND SIGNIFICANT INVESTMENTS
There was no material acquisition or disposal of subsidiaries, associated companies and joint ventures or significant investments of the Group, which would have been required to be disclosed under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"), for the six months ended 30 June 2021.
(J) FUTURE PLANS FOR MATERIAL INVESTMENTS OR CAPITAL ASSETS
The Group will continue to invest in property, plant and equipment and programming library as required by its business operations, and explore the market and identify any business opportunities which will be beneficial to its growth and development, enhance its profitability, and strive for better return to the Shareholders.
The Group's ongoing capital expenditure will be funded by internal cash flows generated from operations, the available credit facilities and the net proceeds raised from the issuance of the 2021 LCS.
(K) OUTLOOK
Since Forever Top became the Controlling Shareholder in September 2017, the Group has been consistently focusing on formulating and implementing an organisational restructuring which included, among other things, (i) identifying cost-saving initiatives through automation and process re-engineering; (ii) promoting more locally-produced high quality content and introducing new overseas contents and channels; (iii) exploring new television content co-operation models for free television and other digital media platforms in view of the increasing competition from alternative media platforms; and (iv) performing strategic reviews on possible restructuring of the Group to enhance business performance and management efficiency, to promote synergies, and to improve cost efficiency and profitability. As part of a strategic review, the Group has been and will continue to evaluate potential partnerships and opportunities for disposing any lossmaking operations to improve the financial position of the Group.
(K) OUTLOOK (continued)
In the second half of 2021, the Group will continue to prepare for the use of the spectrum as an additional means of transmission for the delivery of free television service by Fantastic Television Limited under an approval-in-principal granted by the Communications Authority of Hong Kong. A new channel with high-quality programmes will also be added in order to better reach and retain a larger population of television audience via the spectrum. The Group aims to expand its audience coverage in Hong Kong. The Group will continue to invest in locally created and produced content, to retain and attract more audience and to better compete with new and alternative media platforms such as on-demand online content providers.
The Government of the Hong Kong Special Administrative Region has acquired the broadcasting rights to the Olympic Games Tokyo 2020. Although the Olympic Games Tokyo 2020 was postponed due to the COVID-19, the games commenced on 23 July 2021 and ran until 8 August 2021. The Group has deployed a team of dedicated staff and contractors and invited professional sports commentators and speakers to prepare for the live broadcasting of the Olympic Games Tokyo 2020. Although it was the first time the Group broadcasted the Olympic Games on its free television channels, the Group received positive comments from the audience. The Group has encountered certain technical issues on its digital platforms but it endeavored to minimise disruptions to the audience. To ensure a wider audience coverage, the Group has utilised all of its digital platforms, including the mobile applications, i-CABLE Mobile App, Hong Kong Open TV Mobile App, and i-CABLE News OTT App, and rallied all of the Group's allocated resources to produce quality programmes in order to bring and deliver this important and world-focused event to the audience in Hong Kong. The Group has been continuously utilising its resources and creating synergies by delivering content on different platforms and upgrading its customer experience on the new digital platform.
(K) OUTLOOK (continued)
The media segment of the Group has been and is expected to continue to experience intense competition in a crowded marketplace from multimedia platforms. The proliferation of online content (many of which were offered free of charge) provides an abundance of choice to users, changes their viewing behavior and poses extra threat to the Group's Pay TV subscription and free television business. The Group has been and will continue to devote resources to promote high quality and diversified programmes and to improve the video streaming services through digital platforms for the viewers. To enhance the competitiveness, the Group will continue to explore the opportunities to acquire more content to capture and engage more customers as well as opportunities to invest in streaming technologies and other digital and new media platforms to meet the changing preferences and habits of viewers.
Following the successful bid for the multi-year contract with MTR for the exclusive commercial airtime sales distributor and content provider for the MTR In-train TV for the period from 2019 to 2023, the Group expects the commencement of the service of the entire Tuen Ma line of the MTR system on 27 June 2021 linking the eastern and the western regions of the New Territories and eastern Kowloon will lead to an potential increase of revenue generated from the MTR In-train TV in the second half of 2021, as a result of the expected increase in passengers.
Meanwhile, the Greater Bay Area ("GBA") represents a significant area of opportunities for the Group to shape and expand its business by collaborating with major media and operators within the region. The partnership with Guangdong Radio and Television marks the Group's first step of expansion in the region. With the growing business and job opportunities in the GBA, the Group will continue to explore opportunities where it can leverage its competitive advantages in the GBA.
The Group entered into the network development agreement in December 2018 in relation to a strategic collaboration with CMHK in telecommunications and value-added media-related services. The cross-platform collaboration could dynamically integrate the strengths and creativity of the two companies, develop top quality, diversified telecommunication services, and strengthen sales channels. The two companies will continue to work together in taking the development of the local telecommunications and media market to a new level in the 5G era.
(K) OUTLOOK (continued)
The Group believes 5G, internet of things, edge computing, artificial intelligence ("AI") and cloud service will change the world and create unlimited business opportunities. The Group will further enhance its fiber network to enable data center providers, mobile operators, cloud service providers and AI solution providers to deliver their services to end users more easily and cost effectively, and the Group will continue to explore opportunities in the market.
With the new page of mobile service, the Group will take the opportunities to further increase the new subscriber numbers by cross-selling within the in-base customers including broadband, telephony and Pay TV services.
Leveraging on its well-established infrastructure, the Group continues to enhance its broadband internet access services through expanding its network coverage. The Group will start to deploy 10G GPON broadband service and will offer commercial broadband and enterprise solutions, which will create new revenue stream to the Group.
Looking ahead, the second half of 2021 remains challenging, as the market has yet to fully recover from the macroeconomic downturn brought on by the COVID-19. The Group is optimistic that this situation will gradually improve. It is the Group's plan to deliver high speed broadband services through network upgrades, offer commercial broadband and enterprise solutions and continue to explore new business opportunities from the proliferation of 5G mobile communication network and devices, as well as the emerging market in the GBA. The Group will continue to explore collaboration opportunities with retailers in the e-commerce industry. The Group will also continue to look for and seize opportunities to enhance shareholder value, depending on the business and market conditions. At the same time, the Group will diligently monitor and review its spending on programming library, contents enrichment, and new media development to ensure the competitiveness of the Group.
(L) EVENTS AFTER THE REPORTING PERIOD
The Group does not have any material events affecting the Group's financial performance and/or financial position significantly that have occurred since 30 June 2021 and up to the date of this interim report.
REPORT ON REVIEW OF INTERIM FINANCIAL INFORMATION

TO THE BOARD OF DIRECTORS OF i-CABLE COMMUNICATIONS LIMITED
(incorporated in Hong Kong with limited liability)
Introduction
We have reviewed the interim financial information set out on pages 23 to 56, which comprises the condensed consolidated statement of financial position of i-CABLE Communications Limited (the "Company"), its subsidiaries and consolidated structured entities (together, the "Group") as at 30 June 2021 and the related condensed consolidated statement of profit or loss, the condensed consolidated statement of comprehensive income, the condensed consolidated statement of changes in equity and the condensed consolidated statement of cash flows for the six-month period then ended, and a summary of significant accounting policies and other explanatory notes. The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited require the preparation of a report on interim financial information to be in compliance with the relevant provisions thereof and Hong Kong Accounting Standard 34 "Interim Financial Reporting" issued by the Hong Kong Institute of Certified Public Accountants. The directors of the Company are responsible for the preparation and presentation of this interim financial information in accordance with Hong Kong Accounting Standard 34 "Interim Financial Reporting". Our responsibility is to express a conclusion on this interim financial information based on our review and to report our conclusion solely to you, as a body, in accordance with our agreed terms of engagement and for no other purpose. We do not assume responsibility towards or accept liability to any other person for the contents of this report.
REPORT ON REVIEW OF INTERIM FINANCIAL INFORMATION (continued)
Scope of Review
We conducted our review in accordance with Hong Kong Standard on Review Engagements 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Hong Kong Institute of Certified Public Accountants. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Hong Kong Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the interim financial information of the Group is not prepared, in all material respects, in accordance with Hong Kong Accounting Standard 34 "Interim Financial Reporting".
PricewaterhouseCoopers
Certified Public Accountants
Hong Kong, 20 August 2021
CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS
| Six months ended 30 June | ||||
|---|---|---|---|---|
| 2021 | 2020 | |||
| Note | HK\$'000 | HK\$'000 | ||
| Revenue | 6, 7 | 493,483 | 524,893 | |
| Cost of services | ||||
| — Programming costs | (297,541) | (325,489) | ||
| — Network expenses | (146,562) | (152,655) | ||
| — Cost of sales | (68,583) | (44,672) | ||
| Selling, general and administrative and | ||||
| other operating expenses | (134,858) | (157,130) | ||
| Loss from operations | (154,061) | (155,053) | ||
| Interest income | 378 | 360 | ||
| Finance costs | (21,952) | (21,544) | ||
| Non-operating income | 4,123 | 243 | ||
| Loss before taxation | 8 | (171,512) | (175,994) | |
| Income tax | 9 | (3,704) | (229) | |
| Loss for the period | (175,216) | (176,223) | ||
| Attributable to: | ||||
| Equity shareholders of the Company | (175,216) | (176,223) | ||
| Loss per share | 10 | |||
| Basic | (2.5) HK cents | (2.5) HK cents | ||
| Diluted | (2.5) HK cents | (2.5) HK cents |
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
| Six months ended 30 June | ||||
|---|---|---|---|---|
| 2021 | 2020 | |||
| HK\$'000 | HK\$'000 | |||
| Loss for the period | (175,216) | (176,223) | ||
| Other comprehensive income for the period | ||||
| Item that may be reclassified subsequently to profit or loss: | ||||
| Currency translation difference | (40) | (205) | ||
| Total comprehensive income for the period | (175,256) | (176,428) | ||
| Attributable to: | ||||
| Equity shareholders of the Company | (175,256) | (176,428) |
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 30 June 2021
| Unaudited 30 June 2021 |
Audited 31 December 2020 |
||
|---|---|---|---|
| Note | HK\$'000 | HK\$'000 | |
| ASSETS | |||
| Non-current assets | |||
| Property, plant and equipment | 669,586 | 704,304 | |
| Right-of-use assets | 90,999 | 112,203 | |
| Programming library | 65,042 | 70,888 | |
| Other intangible assets | 13,721 | 15,737 | |
| Contract acquisition costs | 7,009 | 7,071 | |
| Interest in an associate | – | – | |
| Deferred tax assets | 11 | 297,043 | 300,525 |
| Deposits, prepayments and other receivables | 27,474 | 26,525 | |
| 1,170,874 | 1,237,253 | ||
| Current assets | |||
| Inventories | 9,000 | 9,980 | |
| Trade receivables and contract assets Deposits, prepayments and other receivables |
12 | 100,474 68,237 |
112,299 67,153 |
| Contract acquisition costs | 11,180 | 13,622 | |
| Financial assets at fair value through profit or loss | 98,258 | – | |
| Restricted bank balances | 10,550 | 10,550 | |
| Cash and bank balances | 195,227 | 157,423 | |
| 492,926 | 371,027 | ||
| Total assets | 1,663,800 | 1,608,280 |
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION (continued)
As at 30 June 2021
| Unaudited | Audited | |||
|---|---|---|---|---|
| 30 June | 31 December | |||
| 2021 | 2020 | |||
| Note | HK\$'000 | HK\$'000 | ||
| EQUITY | ||||
| Capital and reserves | ||||
| Share capital | 14 | 7,928,975 | 7,928,975 | |
| Reserves | (7,594,454) | (7,563,808) | ||
| Total equity | 334,521 | 365,167 | ||
| LIABILITIES | ||||
| Non-current liabilities | ||||
| Convertible bonds | 15 | 510,382 | 368,881 | |
| Lease liabilities | 48,084 | 68,051 | ||
| Other non-current liabilities | 21,746 | 22,068 | ||
| 580,212 | 459,000 | |||
| Current liabilities | ||||
| Trade payables | 13 | 51,123 | 69,126 | |
| Accrued expenses and other payables | 239,142 | 246,319 | ||
| Receipts in advance and customers' deposits | 124,083 | 132,065 | ||
| Interest-bearing borrowings | 295,000 | 295,000 | ||
| Lease liabilities | 39,553 | 41,535 | ||
| Current tax liabilities | 166 | 68 | ||
| 749,067 | 784,113 | |||
| Total liabilities | 1,329,279 | 1,243,113 | ||
| Total equity and liabilities | 1,663,800 | 1,608,280 |
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
| Attributable to equity shareholders of the Company | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Share capital HK\$'000 |
Capital reserve HK\$'000 |
Exchange reserve HK\$'000 |
Accumulated losses HK\$'000 |
Share option reserve HK\$'000 |
Equity component of convertible bonds HK\$'000 |
Total reserves HK\$'000 |
Total equity HK\$'000 |
||
| Balance at 1 January 2021 | 7,928,975 | 13,985 | 3,064 | (7,822,606) | 17,468 | 224,281 | (7,563,808) | 365,167 | |
| Loss for the period Other comprehensive income |
– – |
– – |
– (40) |
(175,216) – |
– – |
– – |
(175,216) (40) |
(175,216) (40) |
|
| Total comprehensive income for the period |
– | – | (40) | (175,216) | – | – | (175,256) | (175,256) | |
| Transactions with owners Issue of convertible bonds Transaction costs incurred in respect of convertible bonds |
– – |
– – |
– – |
– – |
– – |
145,809 (1,199) |
145,809 (1,199) |
145,809 (1,199) |
|
| Total transactions with owners | – | – | – | – | – | 144,610 | 144,610 | 144,610 | |
| Balance at 30 June 2021 (unaudited) |
7,928,975 | 13,985 | 3,024 | (7,997,822) | 17,468 | 368,891 | (7,594,454) | 334,521 |
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (continued)
| Attributable to equity shareholders of the Company | ||||||||
|---|---|---|---|---|---|---|---|---|
| Share capital HK\$'000 |
Capital reserve HK\$'000 |
Exchange reserve HK\$'000 |
Accumulated losses HK\$'000 |
Share option reserve HK\$'000 |
Equity component of convertible bonds HK\$'000 |
Total reserves HK\$'000 |
Total equity HK\$'000 |
|
| Balance at 1 January 2020 | 7,928,975 | 13,985 | 2,527 | (7,548,632) | 18,881 | 224,281 | (7,288,958) | 640,017 |
| Loss for the period Other comprehensive income |
– – |
– – |
– (205) |
(176,223) – |
– – |
– – |
(176,223) (205) |
(176,223) (205) |
| Total comprehensive income for the period |
– | – | (205) | (176,223) | – | – | (176,428) | (176,428) |
| Transactions with owners Transfer of reserve upon lapse of share option |
– | – | – | 1,265 | (1,265) | – | – | – |
| Total transactions with owners | – | – | – | 1,265 | (1,265) | – | – | – |
| Balance at 30 June 2020 (unaudited) |
7,928,975 | 13,985 | 2,322 | (7,723,590) | 17,616 | 224,281 | (7,465,386) | 463,589 |
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
| Six months ended 30 June | |||
|---|---|---|---|
| 2021 | 2020 | ||
| HK\$'000 | HK\$'000 | ||
| Cash flows from operating activities | |||
| Loss before taxation | (171,512) | (175,994) | |
| Adjustments for: | |||
| Finance costs | 21,952 | 21,544 | |
| Interest income | (378) | (360) | |
| Depreciation | 108,860 | 111,793 | |
| Amortisation | 39,708 | 46,943 | |
| Others | (4,123) | 144 | |
| Operating (loss)/profit before changes in | |||
| working capital | (5,493) | 4,070 | |
| Changes in working capital | (32,409) | 5,074 | |
| Cash (used in)/generated from operations | (37,902) | 9,144 | |
| Tax paid | (124) | (224) | |
| Interest elements of lease payments | (3,075) | (3,367) | |
| Net cash (used in)/from operating activities | (41,101) | 5,553 | |
| Cash flows from investing activities | |||
| Purchase of property, plant and equipment | (49,691) | (64,133) | |
| Purchase of financial assets at fair value through profit or loss | (23,943) | – | |
| Proceeds from redemption of financial assets | |||
| at fair value through profit or loss Interest received |
7,800 477 |
– 826 |
|
| Other investing activities | (23,977) | (30,255) | |
| Net cash used in investing activities | (89,334) | (93,562) |
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (continued)
| Six months ended 30 June | ||||
|---|---|---|---|---|
| 2021 | 2020 | |||
| HK\$'000 | HK\$'000 | |||
| Cash flows from financing activities | ||||
| Proceeds from issue of convertible bonds | 200,000 | – | ||
| Transaction costs upon issue of convertible bonds | (1,645) | – | ||
| Principal elements of lease payments | (21,127) | (16,179) | ||
| Repayment of interest-bearing borrowings | – | (50,000) | ||
| Decrease in restricted bank balances | – | 7,770 | ||
| Finance costs paid | (9,182) | (10,262) | ||
| Net cash from/(used in) financing activities | 168,046 | (68,671) | ||
| Net increase/(decrease) in cash and cash equivalents | 37,611 | (156,680) | ||
| Cash and cash equivalents at 1 January | 157,423 | 241,899 | ||
| Effect of foreign exchange rate changes | 193 | (45) | ||
| Cash and cash equivalents at 30 June | 195,227 | 85,174 |
1 General
i-CABLE Communications Limited (the "Company") is a limited liability company incorporated in Hong Kong. The address of its registered office in Hong Kong is 7th Floor, Cable TV Tower, 9 Hoi Shing Road, Tsuen Wan, Hong Kong.
The Company has its primary listing on The Stock Exchange of Hong Kong Limited (the "Stock Exchange").
The Company, its subsidiaries and consolidated structured entities (together the "Group") are engaged in television subscription business, domestic free television programme services, advertising, channel carriage, television relay service, programme licensing, theatrical release, other television related businesses, broadband internet access services, portal operation, mobile content licensing, telephony services, network leasing, network construction, mobile services and mobile agency service as well as other internet access related businesses.
The condensed consolidated interim financial information for the six months ended 30 June 2021 (the "Interim Financial Information") is presented in thousands of Hong Kong dollars (HK\$'000), unless otherwise stated. The Interim Financial Information has been approved for issue by the board (the "Board") of Directors (the "Directors") of the Company on 20 August 2021.
The financial information relating to the year ended 31 December 2020 that is included in the Interim Financial Information as comparative information does not constitute the Company's statutory annual consolidated financial statements for that year but is derived from those financial statements. Further information relating to these statutory financial statements required to be disclosed in accordance with section 436 of the Hong Kong Companies Ordinance (Cap. 622) is as follows:
The Company has delivered the financial statements for the year ended 31 December 2020 to the Registrar of Companies as required by section 662(3) of, and Part 3 of Schedule 6 to, the Hong Kong Companies Ordinance (Cap. 622).
The Company's auditor has reported on those financial statements. The auditor's report was unqualified; did not include a reference to any matters to which the auditor drew attention by way of emphasis without qualifying its report; and did not contain a statement under sections 406(2), 407(2) or (3) of the Hong Kong Companies Ordinance (Cap. 622).
2 Basis of preparation
This Interim Financial Information has been prepared in accordance with Hong Kong Accounting Standard ("HKAS") 34 "Interim Financial Reporting" issued by the Hong Kong Institute of Certified Public Accountants.
This Interim Financial Information should be read in conjunction with the Group's annual financial statements for the year ended 31 December 2020, which have been prepared in accordance with Hong Kong Financial Reporting Standards ("HKFRSs").
During the six months ended 30 June 2021, the Group incurred a net loss of HK\$175 million (2020: HK\$176 million) and as at 30 June 2021, the Group's current liabilities exceeded its current assets by HK\$256 million (31 December 2020: HK\$413 million). Included in its current liabilities was an interest-bearing borrowing of HK\$295 million drawn from a banking facility of HK\$400 million which is immediately repayable on demand and subject to review at any time from the date of this interim report.
In preparing the Interim Financial Information, the Directors have given careful consideration of the liquidity requirement for the Group's operations, the performance of the Group and available sources of financing in assessing whether the Group has sufficient financial resources to continue as a going concern. The Directors have reviewed the Group's cash flow projections prepared by management which covers a period of not less than twelve months from 30 June 2021. The Directors have taken into account the following plans and measures in assessing the sufficiency of working capital requirements in the foreseeable future:
- The banking facility was renewed in mid-March 2019. As the facility is subject to review at any time from the date of this interim report, the Directors expect the revolving bank loan facility will be successfully renewed such that the outstanding loan balance of HK\$295 million will be rolled over with substantially the same terms as the current facility, which also include the bank's overriding right to demand repayment.
2 Basis of preparation (continued)
-
- There have been continuing progress and achievements of the organisational restructuring which include cost saving initiatives, introduction of new contents, cooperation model with other partners and strategic review of its business portfolio.
-
- Forever Top (Asia) Limited ("Forever Top"), a company holding approximately 43.2% shareholding of the Company, has also confirmed its intention to provide further financial support, from time to time as and when is necessary to the Group in the next twelve months from 30 June 2021. Taking into account the fact that (i) Forever Top has provided continuous financial support to the Group since it became the largest shareholder of the Company in September 2017; and (ii) based on the documents and information currently available and having made all necessary enquiries, nothing came to the attention of the Directors to cause them to believe that Forever Top is unable to provide financial support as and when is required by the Group in the next twelve months from 30 June 2021.
Based on the cash flow projections and taking into account reasonable possible downside changes to the cash flow assumptions in the cash flow projections for the period ending 30 June 2022, the continuous availability of existing banking facility, and from time to time as and when is necessary, the financial support from Forever Top, the Directors consider that the Group will have sufficient working capital to meet its financial obligations as and when they fall due in the coming twelve months from 30 June 2021. Accordingly, the Directors consider it is appropriate to prepare the Interim Financial Information on a going concern basis.
3 Significant accounting policies
The significant accounting policies applied are consistent with those of the annual financial statements for the year ended 31 December 2020, as described in those annual financial statements, except for the adoption of the amendments to standards effective for the financial year ending 31 December 2021.
(a) Amendments to standards effective in current accounting period and are relevant to the Group's operations
During the period ended 30 June 2021, the Group has adopted the following amendments to standards which are relevant to the Group's operations and are mandatory for accounting periods beginning on 1 January 2021:
HKFRS 16 (Amendments) COVID-19-Related Rent Concessions HKAS 39, HKFRS 4, HKFRS 7, HKFRS 9 and HKFRS 16 (Amendments) Interest Rate Benchmark Reform Phase 2
The adoption of these amendments to standards does not have any significant change to the accounting policies or any significant effect on the results and financial position of the Group.
3 Significant accounting policies (continued)
(b) New standard, amendments to standards, HKFRS Practice Statement, accounting guideline and interpretation that are not yet effective and have not been early adopted by the Group
The following new standard, amendments to standards, HKFRS Practice Statement, accounting guideline and interpretation have been published which are mandatory for the Group's accounting periods beginning on or after 1 January 2022 but have not been early adopted by the Group:
| HKFRS 17 | Insurance Contracts (3) |
|---|---|
| HKFRS 3 (Amendments) | Reference to the Conceptual Framework (5) |
| HKFRS 10 and HKAS 28 (Amendments) | Sale or Contribution of Assets between |
| an Investor and its Associate or | |
| Joint Venture (4) | |
| HKFRS 16 (Amendments) | COVID-19-Related Rent Concessions |
| beyond 30 June 2021 (1) | |
| HKAS 1 (Amendments) | Classification of Liabilities as Current or |
| Non-current (3) | |
| HKAS 1 (Amendments) and | Disclosure of Accounting Policies (3) |
| HKFRS Practice Statement 2 | |
| HKAS 8 (Amendments) | Definition of Accounting Estimates (3) |
| HKAS 12 (Amendments) | Deferred Tax related to Assets and Liabilities |
| arising from a Single Transaction (3) | |
| HKAS 16 (Amendments) | Property, Plant and Equipment — Proceeds |
| before Intended Use (2) | |
| HKAS 37 (Amendments) | Onerous Contracts — Cost of Fulfilling a |
| Contract (2) | |
| Annual Improvements | Annual Improvement to HKFRSs |
| 2018–2020 Cycle(2) | |
| Accounting Guideline 5 (Revised) | Merger Accounting for Common Control |
| Combinations (2) | |
| Hong Kong Interpretation 5 (2020) | Presentation of Financial Statements — |
| Classification by the Borrower of a | |
| Term Loan that Contains a Repayment | |
| on Demand Clause (3) |
3 Significant accounting policies (continued)
(b) New standard, amendments to standards, HKFRS Practice Statement, accounting guideline and interpretation that are not yet effective and have not been early adopted by the Group (continued)
- (1) Effective for accounting periods beginning on or after 1 April 2021
- (2) Effective for accounting periods beginning on or after 1 January 2022
- (3) Effective for accounting periods beginning on or after 1 January 2023
- (4) Effective date is to be determined
- (5) Effective for business combinations for which the acquisition date is on or after the beginning of the first accounting periods beginning on or after 1 January 2022
There are no standard, amendments to standards, HKFRS Practice Statement, accounting guideline and interpretation that are not yet effective and that would be expected to have a material impact on the Group.
4 Estimates and judgements
The preparation of Interim Financial Information requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expenses. Actual results may differ from these estimates.
In preparing this Interim Financial Information, the significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements for the year ended 31 December 2020.
5 Financial risk management and fair values of financial instruments
(a) Financial risk factors
The Group's activities expose it to a variety of financial risks: market risk (including currency risk, fair value interest rate risk, cash flow interest rate risk and price risk), credit risk and liquidity risk.
The Interim Financial Information does not include all financial risk management information and disclosures required in the annual financial statements, and should be read in conjunction with the Group's annual financial statements for the year ended 31 December 2020.
There have been no changes in the risk management policies since 31 December 2020.
(b) Liquidity risk
Other than convertible bonds with a principal amount of HK\$200,000,000 issued on 31 March 2021, which will be due in March 2031, there was no other material change in the contractual undiscounted cash outflows for financial liabilities when compared to the year ended 31 December 2020.
5 Financial risk management and fair values of financial instruments (continued)
(c) Price risk
The Group is exposed to price risk through its investments and redemption option of long-term convertible bonds recognised as financial assets at fair value through profit or loss. The Group manages this exposure by maintaining a portfolio of investments with different risk and return profiles.
Sensitivity analysis
At 30 June 2021, if the price of the Group's investments recognised as financial assets at fair value through profit or loss had been 1% higher/lower with all other variables held constant, the loss for the period would have decreased/increased by approximately HK\$157,000 (31 December 2020: Nil).
Base on the share price of the Company as at 30 June 2021, if the share price of the Company had been HK\$0.01 higher/lower with all other variables held constant, the fair value of the redemption option of long-term convertible bonds recognised as financial assets at fair value through profit or loss would have decreased by approximately HK\$2,600,000 and HK\$455,000 respectively (31 December 2020: Nil) and the loss for the period would have increased by approximately HK\$2,600,000 and HK\$455,000 respectively (31 December 2020: Nil).
5 Financial risk management and fair values of financial instruments (continued)
(d) Fair values of financial instruments
Financial instruments carried at fair value are measured by different valuation methods. The inputs to valuation methods are categorised into three levels within a fair value hierarchy, as follows:
- Level 1: The fair value of financial instruments traded in active markets (such as publicly traded derivatives, and equity securities) is based on quoted market prices at the end of the reporting period. The quoted market price used for financial assets held by the Group is the current bid price. These instruments are included in Level 1.
- Level 2: The fair value of financial instruments that are not traded in an active market (for example, over-the-counter derivatives) is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in Level 2.
- Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in Level 3.
5 Financial risk management and fair values of financial instruments (continued)
(d) Fair values of financial instruments (continued)
The following table presents the Group's assets that are measured at fair value at the end of the reporting period on a recurring basis:
| Level 1 HK\$'000 |
Level 2 HK\$'000 |
Level 3 HK\$'000 |
Total HK\$'000 |
|
|---|---|---|---|---|
| At 30 June 2021 | ||||
| Assets | ||||
| Financial assets at fair value | ||||
| through profit or loss | ||||
| — Listed debt securities | 15,720 | – | – | 15,720 |
| — Redemption option of | ||||
| long-term | ||||
| convertible bonds | – | – | 82,538 | 82,538 |
| 15,720 | – | 82,538 | 98,258 | |
| At 31 December 2020 | ||||
| Assets | ||||
| Financial assets at fair value | ||||
| through profit or loss | – | – | – | – |
During the six months ended 30 June 2021, there were no transfers between Level 1 and Level 2, or transfers into or out of Level 3 (31 December 2020: Nil). The Group's policy is to recognise transfers between levels of fair value hierarchy as at the end of the reporting period in which they occur.
5 Financial risk management and fair values of financial instruments (continued)
(d) Fair values of financial instruments (continued)
The following table presents the changes in Level 3 financial instrument for the period ended 30 June 2021:
| Redemption option HK\$'000 |
|
|---|---|
| At 1 January 2021 | – |
| Inception of redemption option of long-term convertible bonds | 78,061 |
| Unrealised fair value change recognised in non-operating income | 4,477 |
| At 30 June 2021 | 82,538 |
The following table summarises the quantitative information about the significant unobservable inputs used in Level 3 fair value measurements:
| Fair value at 30 June 2021 (unaudited) HK\$'000 |
Unobservable inputs |
Range of unobservable inputs |
Relationship of unobservable inputs to fair value |
|
|---|---|---|---|---|
| Redemption option of long-term convertible bonds |
82,538 | Discount rate | 7.0% | The higher the discount rate, the lower the fair value of the redemption option of long-term convertible bonds |
5 Financial risk management and fair values of financial instruments (continued)
(d) Fair values of financial instruments (continued)
The main Level 3 input used by the Group in measuring the fair value of financial instrument is derived and evaluated as follows:
Discount rate was determined with reference to the risk free rate, credit spread of comparable bonds and liquidity spread in the market.
The carrying amounts of the Group's financial instruments carried at cost or amortised cost were not materially different from their fair values as at 30 June 2021 and 31 December 2020.
6 Revenue
Revenue comprises principally subscription, service and related fees for television, broadband internet access and telephony services. It also includes advertising revenue net of agency deductions, channel service and distribution fees, programme licensing income, film exhibition and distribution income, network leasing income, network construction income, mobile service income, mobile agency service income and other telecommunications income.
7 Segment information
The Group managed its businesses according to the nature of services provided. The Group's chief operating decision maker (the "CODM"), which comprises executive Director and senior management of the Company, has determined two reportable operating segments for measuring performance and allocating resources. The segments are media and telecommunications.
The media segment includes operations related to the television subscription business, domestic free television programme service, advertising, channel carriage, television relay service, programme licensing, theatrical release and other related businesses.
7 Segment information (continued)
The telecommunications segment includes operations related to broadband internet access services, portal operation, mobile content licensing, telephony services, network leasing, network construction, mobile service and mobile agency service as well as other related businesses.
The CODM evaluates performance primarily based on segment results before depreciation of property, plant and equipment and right-of-use assets, amortisation of other intangible assets, corporate expenses, corporate depreciation of property, plant and equipment, interest income, finance costs, non-operating income and income tax, but after amortisation of programming library and amortisation of contract acquisition costs. Besides, the CODM also evaluates performance based on segment results before corporate expenses, corporate depreciation of property, plant and equipment, interest income, finance costs, non-operating income and income tax, but after amortisation of programming library, amortisation of contract acquisition costs, depreciation of property, plant and equipment and right-of-use assets and amortisation of other intangible assets.
Inter-segment pricing is generally determined at arm's length basis.
Segment assets principally comprise all assets with the exception of interest in an associate, deferred tax assets and assets managed at the corporate office. Segment liabilities include all liabilities, convertible bonds and interest-bearing borrowings directly attributable to and managed by each segment with the exception of current tax liabilities and liabilities at corporate office.
Besides, the CODM is also provided with segment information concerning revenue (including inter-segment revenue).
7 Segment information (continued)
Information regarding the Group's reportable segments as provided to the CODM for the purposes of resource allocation and assessment of segment performance for the six months ended 30 June 2021 and 2020 is set out below:
| Unaudited six months ended 30 June |
||||||
|---|---|---|---|---|---|---|
| Media | Telecommunications | Total | ||||
| 2021 HK\$'000 |
2020 HK\$'000 |
2021 HK\$'000 |
2020 HK\$'000 |
2021 HK\$'000 |
2020 HK\$'000 |
|
| Reportable segment revenue Less: Inter-segment revenue |
289,322 – |
334,260 – |
204,265 (104) |
190,737 (104) |
493,587 (104) |
524,997 (104) |
| Revenue from external customers | 289,322 | 334,260 | 204,161 | 190,633 | 493,483 | 524,893 |
| Revenue from contracts with customers: Timing of revenue recognition: At a point in time Over time Revenue from other sources: Rental income |
9,459 252,558 27,305 |
10,801 307,941 15,518 |
22,610 181,349 202 |
18,178 172,209 246 |
32,069 433,907 27,507 |
28,979 480,150 15,764 |
| 289,322 | 334,260 | 204,161 | 190,633 | 493,483 | 524,893 | |
| Reportable segment (loss)/profit before depreciation and amortisation of other intangible assets Depreciation Amortisation of other intangible assets |
(98,318) (59,958) (2,016) |
(95,234) (64,862) (2,009) |
80,746 (44,330) – |
86,994 (40,425) – |
(17,572) (104,288) (2,016) |
(8,240) (105,287) (2,009) |
| Reportable segment results before corporate expenses and corporate depreciation |
(160,292) | (162,105) | 36,416 | 46,569 | (123,876) | (115,536) |
| Corporate expenses Corporate depreciation |
(25,613) (4,572) |
(33,011) (6,506) |
||||
| Loss from operations Interest income Finance costs Non-operating income Income tax |
(154,061) 378 (21,952) 4,123 (3,704) |
(155,053) 360 (21,544) 243 (229) |
||||
| Loss for the period | (175,216) | (176,223) |
7 Segment information (continued)
| Unaudited 30 June 2021 HK\$'000 |
Audited 31 December 2020 HK\$'000 |
|
|---|---|---|
| Segment assets Media |
786,294 | 806,682 |
| Telecommunications | 548,503 | 469,437 |
| 1,334,797 | 1,276,119 | |
| Corporate assets | 31,960 | 31,636 |
| Interest in an associate | – | – |
| Deferred tax assets | 297,043 | 300,525 |
| Total assets | 1,663,800 | 1,608,280 |
| Segment liabilities | ||
| Media | 793,876 | 787,191 |
| Telecommunications | 518,852 | 445,445 |
| 1,312,728 | 1,232,636 | |
| Corporate liabilities | 16,385 | 10,409 |
| Current tax liabilities | 166 | 68 |
| Total liabilities | 1,329,279 | 1,243,113 |
7 Segment information (continued)
During the six months ended 30 June 2021, there were additions of approximately HK\$53,356,000 (2020: HK\$56,458,000) to property, plant and equipment, approximately HK\$1,887,000 (2020: HK\$9,078,000) to right-of-use assets and approximately HK\$23,048,000 (2020: HK\$21,501,000) to programming library respectively.
Geographical segment:
No geographical segment information is shown as, during the period presented, less than 10% of the Group's segment revenue, segment results, segment assets and segment liabilities are derived from activities conducted outside Hong Kong.
Information about major customer:
Revenue of approximately HK\$54,001,000 (2020: HK\$35,945,000) were derived from a single external customer during the six months ended 30 June 2021, of which approximately HK\$53,001,000 (2020: HK\$35,945,000) and approximately HK\$1,000,000 (2020: HK\$Nil) were attributed to the telecommunications segment and the media segment respectively.
8 Loss before taxation
Loss before taxation is stated after charging/(crediting):
| Unaudited | |||
|---|---|---|---|
| six months ended 30 June | |||
| 2021 | 2020 | ||
| HK\$'000 | HK\$'000 | ||
| Finance costs | |||
| — Interest expenses on borrowings | 2,502 | 4,582 | |
| — Interest expenses on lease liabilities | 3,075 | 3,367 | |
| — Interest expenses on convertible bonds | 16,375 | 13,595 | |
| Other items | |||
| Depreciation | |||
| — assets held for use under operating leases | 12,126 | 11,486 | |
| — other assets | 76,190 | 81,681 | |
| — right-of-use assets | 20,544 | 18,626 | |
| 108,860 | 111,793 | ||
| Amortisation | |||
| — programming library* | 28,894 | 26,565 | |
| — contract acquisition costs | 8,798 | 18,369 | |
| — other intangible assets | 2,016 | 2,009 | |
| Non-operating (income)/expense — net loss on disposal of plant and equipment |
80 | 53 | |
| — net fair value gains on financial assets at fair value | |||
| through profit or loss | (4,124) | (296) | |
| — loss on redemptions of financial assets | |||
| at fair value through profit or loss | 70 | – | |
| — gain on modification of lease contracts | (149) | – |
* Amortisation of programming library was included within programming costs in the condensed consolidated statement of profit or loss of the Group.
9 Income tax
Hong Kong and other jurisdictions profits tax has been provided at the rate of 16.5% (2020: 16.5%) and at the rates of taxation prevailing in the jurisdictions in which the Group operates respectively.
| Unaudited six months ended 30 June |
||
|---|---|---|
| 2021 HK\$'000 |
2020 HK\$'000 |
|
| Current income tax | 222 | 229 |
| Deferred income taxation | 3,482 | – |
| 3,704 | 229 |
10 Loss per share
The calculation of basic loss per share is based on the loss attributable to equity shareholders of the Company of approximately HK\$175,216,000 (2020: HK\$176,223,000) and the weighted average number of 7,134,623,520 ordinary shares of the Company (the "Shares") (2020: 7,134,623,520 Shares) in issue during the period.
| Unaudited 2021 |
Unaudited 2020 |
|
|---|---|---|
| Weighted average number of the Shares | ||
| Issued Shares at 1 January | 7,134,623,520 | 7,134,623,520 |
| Weighted average number of the Shares at 30 June | 7,134,623,520 | 7,134,623,520 |
The diluted loss per Share for the six months ended 30 June 2021 and 2020 equal to the basic loss per Share since the exercise of the outstanding share options of the Company (the "Share Options") granted under the share option scheme of the Company adopted on 24 May 2018 (the "Share Option Scheme") and conversion rights attached to the unlisted long-term convertible bonds would not have a dilutive effect on the loss per Share.
11 Deferred tax assets
As at 30 June 2021, the Group had recognised net deferred tax assets in respect of the future benefit of unutilised tax losses which can be carried forward indefinitely without expiry date of approximately HK\$297,043,000 (31 December 2020: HK\$300,525,000), being the net balance of deferred tax assets arising from tax losses of approximately HK\$344,983,000 (31 December 2020: HK\$350,519,000) and deferred tax liabilities arising from depreciation allowances in excess of the related depreciation of approximately HK\$47,940,000 (31 December 2020: HK\$49,994,000). The deferred tax assets recognised as at 30 June 2021 was determined after considering the estimated future taxable profits and the timing of utilisation of the tax losses in the relevant subsidiary of the Company. The subsidiary has a history of recent losses in preceding periods. The estimated future taxable profits of the relevant subsidiary of the Company take into account the expected growth of the business due to the operating environment, business strategies, business development, approved business plans, the effect of the tax planning as well as the trend of the performance of the relevant subsidiary of the Company. Deferred tax assets were recognised to the extent that it is probable that future taxable profits will be available against which they can be utilised.
| Unaudited | Audited | |
|---|---|---|
| 30 June | 31 December | |
| 2021 | 2020 | |
| HK\$'000 | HK\$'000 | |
| Trade receivables | 75,734 | 77,299 |
| Contract assets | 24,740 | 35,000 |
| 100,474 | 112,299 |
12 Trade receivables and contract assets
12 Trade receivables and contract assets (continued)
An ageing analysis of trade receivables (net of loss allowance), based on the invoice date is set out as follows:
| Unaudited | Audited | |
|---|---|---|
| 30 June | 31 December | |
| 2021 | 2020 | |
| HK\$'000 | HK\$'000 | |
| 0 to 30 days | 50,493 | 48,201 |
| 31 to 60 days | 4,619 | 12,085 |
| 61 to 90 days | 7,298 | 7,773 |
| Over 90 days | 13,324 | 9,240 |
| 75,734 | 77,299 |
The Group has a defined credit policy. The general credit terms allowed range from 0 to 15 days in respect of television, broadband, telephony and mobile service subscription and from 0 to 30 days in respect of advertising, network leasing and network construction services.
13 Trade payables
An ageing analysis of trade payables, based on the invoice date is set out as follows:
| Unaudited | Audited | |
|---|---|---|
| 30 June | 31 December | |
| 2021 | 2020 | |
| HK\$'000 | HK\$'000 | |
| 0 to 30 days | 9,686 | 7,209 |
| 31 to 60 days | 13,367 | 16,605 |
| 61 to 90 days | 13,414 | 6,697 |
| Over 90 days | 14,656 | 38,615 |
| 51,123 | 69,126 |
14 Share capital
| Number of | ||
|---|---|---|
| shares | HK\$'000 | |
| Ordinary shares, issued | ||
| and fully paid: | ||
| At 1 January 2020, 30 June 2020 (unaudited), | ||
| 31 December 2020 (audited) and 30 June 2021 | ||
| (unaudited) | 7,134,623,520 | 7,928,975 |
(i) Share option scheme
The Share Option Scheme was adopted by the Company on 24 May 2018 which will be valid and effective for a period of ten years from the date of adoption.
On 15 June 2018, Share Options carrying the rights to subscribe for a total of 279,200,000 Shares were granted to certain eligible persons under the Share Option Scheme at an exercise price of HK\$0.210 per Share.
The fair value of the Share Options granted at the date of grant, 15 June 2018, was estimated at approximately HK\$20,771,000. The fair value is determined by Binomial model using inputs, including share price of HK\$0.15 per Share, exercise price of HK\$0.21 per Share, volatility of 66%, risk-free rate of 2.25% and dividend yield of 0%.
As a result of the Rights Issue (as defined thereafter), the number of Shares issuable and the exercise price per Share payable upon exercise of the outstanding Share Options granted under the Share Option Scheme were adjusted from 279,200,000 to 287,240,960 and from HK\$0.210 to HK\$0.204 respectively.
No Share Option was exercised during the six months ended 30 June 2021 and 2020. No Share Option carrying the rights to subscribe Shares was lapsed during the six months ended 30 June 2021 (2020: 17,489,600 Shares). As at 30 June 2021, there were outstanding exercisable Share Options carrying the rights to subscribe 241,562,240 Shares (2020: 243,619,840 Shares).
14 Share capital (continued)
(ii) Rights issue
On 25 January 2019, the Company announced a fund raising proposal comprising a rights issue on the basis of three (3) new ordinary Shares of the Company (the "Rights Shares") for every four (4) existing Shares then held at the subscription price of HK\$0.1 per Rights Share (the "Rights Issue"). On 4 June 2019, the Company completed the Rights Issue of 928,603,364 Shares for gross proceeds of approximately HK\$92,860,000 (net proceeds of approximately HK\$84,503,000).
15 Convertible bonds
(i) 2019 LCS
On 25 January 2019, the Company entered into the unlisted long-term convertible securities subscription agreement with Forever Top, pursuant to which the Company has conditionally agreed to issue, and Forever Top has conditionally agreed to subscribe for, the unlisted long-term convertible bonds (the "2019 LCS"). On 4 June 2019, the issuance of the 2019 LCS with the principal amount of HK\$568,000,000 to Forever Top was completed. The 2019 LCS would be convertible into 4,544,000,000 new Shares upon full conversion of the 2019 LCS based on the initial conversion price of HK\$0.125 per conversion share. The initial conversion price represents a premium of approximately 8.7% over the closing price of HK\$0.115 per Share as quoted on the Stock Exchange on 25 January 2019, being the date on which the terms of the 2019 LCS were fixed. The coupon rate of the 2019 LCS is 2.0% per annum and payable quarterly. The 2019 LCS is convertible into ordinary Shares at any time during the period from the date of the issue of the 2019 LCS up to the close of business on the maturity date, subject to the conversion restrictions. The maturity date of the 2019 LCS is the end of the tenth year from date of the issue of the 2019 LCS and all of the remaining outstanding 2019 LCS will be redeemed by the Company at 100% of the outstanding principal amount of the 2019 LCS together with any interest accrued but unpaid thereon.
15 Convertible bonds (continued)
(i) 2019 LCS (continued)
On the date of issuance of the 2019 LCS, the fair value of liability component of approximately HK\$343,719,000 was recognised and the fair value of approximately HK\$224,281,000, representing equity element, was recognised and presented in equity heading "equity component of convertible bonds" at initial recognition. The effective interest rate of the liability component was 7.69% per annum. As at 30 June 2021, the carrying amount of liability component of the 2019 LCS is approximately HK\$377,348,000 (31 December 2020: HK\$368,881,000).
The relevant fair value measurement was carried out by an independent qualified professional valuer not connected to the Group.
(ii) 2021 LCS
On 27 January 2021, the Company entered into the unlisted long-term convertible securities subscription agreement with Forever Top, pursuant to which the Company has conditionally agreed to issue, and Forever Top has conditionally agreed to subscribe for, the unlisted long-term convertible bonds (the "2021 LCS"). On 31 March 2021, the issuance of the 2021 LCS with the principal amount of HK\$200,000,000 with a maturity of 10 years by the Company to Forever Top was completed. The 2021 LCS would be convertible into 2,941,176,470 new Shares upon full conversion of the 2021 LCS based on the initial conversion price of HK\$0.068 per conversion share and the coupon rate of the 2021 LCS is 2.0% per annum and payable quarterly. The Company may at any time on or after the date of issue of the 2021 LCS by giving not less than 10 business days' written notice to the holder(s) of the 2021 LCS to redeem all or part of the 2021 LCS at the outstanding principal amount of the 2021 LCS together with all accrued but unpaid interest.
15 Convertible bonds (continued)
(ii) 2021 LCS (continued)
On the date of issuance of the 2021 LCS, the fair value of liability component of approximately HK\$131,806,000 was recognised, the fair value of approximately HK\$144,610,000, representing equity element, was recognised and presented in equity heading "equity component of convertible bonds" and the fair value of the redemption option of approximately HK\$78,061,000 was recognised as financial assets at fair value through profit or loss at initial recognition. The effective interest rate of the liability component was 6.88% per annum. As at 30 June 2021, the carrying amount of liability component and redemption option of the 2021 LCS is approximately HK\$133,034,000 (31 December 2020: Nil) and approximately HK\$82,538,000 (31 December 2020: Nil) respectively.
The relevant fair value measurement was carried out by an independent qualified professional valuer not connected to the Group.
16 Dividend
The Board does not recommend the payment of any interim dividend for the six months ended 30 June 2021 (2020: HK\$Nil).
17 Capital commitments
Capital commitments outstanding were as follows:
| Unaudited | Audited | |
|---|---|---|
| 30 June | 31 December | |
| 2021 | 2020 | |
| HK\$'000 | HK\$'000 | |
| Property, plant and equipment | ||
| — Contracted but not provided for | 14,805 | 1,003 |
| Programming library | ||
| — Contracted but not provided for | 15,085 | 10,884 |
| 29,890 | 11,887 |
18 Guarantees
As at 30 June 2021, a corporate guarantee had been provided by the Company to a bank of HK\$400,000,000 (31 December 2020: HK\$400,000,000) in respect of the facility of borrowing up to HK\$400,000,000 (31 December 2020: HK\$400,000,000) to a wholly-owned subsidiary of the Company, of which HK\$295,000,000 (31 December 2020: HK\$295,000,000) was utilised by the subsidiary of the Company.
As at 30 June 2021, the Group had made an arrangement with a bank to provide a performance bond to the counterparty amounting to approximately HK\$33,830,000 (31 December 2020: HK\$33,830,000), of which approximately HK\$3,830,000 (31 December 2020: HK\$3,830,000) was secured by bank deposit. The performance bond is to guarantee in favour of the counterparty the Group's performance in fulfilling the obligations under a contract.
19 Material related party transactions
(a) In addition to the transactions and balances disclosed elsewhere in the Interim Financial Information, the Group entered into the following material related party transactions during the period:
| Unaudited | ||||
|---|---|---|---|---|
| six months ended 30 June | ||||
| 2021 | 2020 | |||
| HK\$'000 | HK\$'000 | |||
| Finance costs paid to Forever Top | 6,680 | 5,680 | ||
| Hardware maintenance paid to a | ||||
| company wholly owned by a director | 840 | 840 | ||
| Rentals and related management fees | ||||
| on properties paid to a related company | 481 | 985 |
(b) Key management compensation amounted to HK\$2,192,000 for the six months ended 30 June 2021 (2020: HK\$3,381,000).
CORPORATE GOVERNANCE PRACTICES
The Company is committed to maintaining a high standard of corporate governance practices and procedures and to complying with the statutory and regulatory requirements with an aim to maximising the Shareholders' values and interests as well as to enhancing the stakeholders' transparency and accountability. During the six months ended 30 June 2021, the Company has complied with all applicable code provisions of the Corporate Governance Code (the "CG Code") as set out in Appendix 14 of the Listing Rules, except for the following deviation:
Code Provision A.6.7 of the CG Code stipulates that independent non-executive directors and other non-executive directors, as equal board members, should give the board and any committees on which they serve the benefit of their skills, expertise and varied backgrounds and qualifications through regular attendance and active participation. Generally, they should also attend general meetings to gain and develop a balanced understanding of the views of shareholders.
Dr. Cheng Kar-Shun, Henry ("Dr. Cheng") (the vice-chairman of the board of Directors (the "Board") and a non-executive Director) was unable to attend the general meeting of the Company held on 23 March 2021 (the "GM") as he had other engagement at the time of such meeting. Ms. Ng Yuk Mui Jessica (a non-executive Director) was unable to attend the GM because she was unwell on that day.
Dr. Cheng was unable to attend the annual general meeting of the Company held on 10 June 2021 as he had other engagement at the time of such meeting.
(continued)
MODEL CODE FOR SECURITIES TRANSACTIONS
The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers (the "Model Code") set out in Appendix 10 to the Listing Rules. The Company, having made specific enquiries to all the Directors, was not aware of any non-compliance with the required standard set out in the Model Code during the six months ended 30 June 2021.
The Company has also applied the principles of the Model Code to the employees of the Group.
DIRECTORS' INTERESTS IN SECURITIES
Save as disclosed below, as at 30 June 2021, none of the Directors or chief executive of the Company had any interests or short positions in the Shares, underlying Shares or 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")), which were required to be notified to the Company and the Stock Exchange pursuant to the provisions of Divisions 7 and 8 of Part XV of the SFO, including interests or short positions which they were taken or deemed to have under such provisions of the SFO, or which were required, pursuant to section 352 of the SFO, to be entered in the register referred to therein, or which were required, pursuant to the Model Code adopted by the Company, to be notified to the Company and the Stock Exchange.
(continued)
DIRECTORS' INTERESTS IN SECURITIES (continued)
Long position in underlying Shares — Share Options
Share Options granted to the Directors
| Number of Shares issuable under the Share Options granted | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Name | Date of grant |
Exercisable period |
Balance as at 1 January 2021 |
Granted during the period |
Exercised during the period |
Lapsed during the period |
Cancelled during the period |
Balance as at 30 June 2021 |
Adjusted exercise price per Share (Note 2) HK\$ |
| Tan Sri Dato' David CHIU | 15 June 2018 | (Note 1) | 63,785,600 | – | – | – | – | 63,785,600 | 0.204 |
| Dr. CHENG Kar-Shun, Henry | 15 June 2018 | (Note 1) | 63,785,600 | – | – | – | – | 63,785,600 | 0.204 |
| Mr. TSANG On Yip, Patrick | 15 June 2018 | (Note 1) | 27,006,000 | – | – | – | – | 27,006,000 | 0.204 |
| Mr. HOONG Cheong Thard | 15 June 2018 | (Note 1) | 27,006,000 | – | – | – | – | 27,006,000 | 0.204 |
| Mr. LIE KEN JIE Remy Anthony Ket Heng |
15 June 2018 | (Note 1) | 3,600,800 | – | – | – | – | 3,600,800 | 0.204 |
| Mr. Andrew Wah Wai CHIU | 15 June 2018 | (Note 1) | 36,522,400 | – | – | – | – | 36,522,400 | 0.204 |
| 221,706,400 | – | – | – | – | 221,706,400 |
Notes:
- (1) 50% of the Share Options are exercisable from 15 June 2018 to 14 June 2028 (both dates inclusive); and 50% of the Share Options are exercisable from 15 June 2019 to 14 June 2028 (both dates inclusive).
- (2) The exercise price per Share payable upon exercise of the outstanding Share Options granted under the Share Option Scheme was adjusted from HK\$0.210 to HK\$0.204 as a result of the Rights Issue. Details of the adjustments were set out in the announcement of the Company dated 3 June 2019.
- (3) The closing price per Share as stated in the daily quotation sheet issued by the Stock Exchange immediately before the date on which the Share Options were granted was HK\$0.155.
- (4) The cash consideration paid by each of the Directors for the grant of Share Options was HK\$1.00.
(continued)
SUBSTANTIAL SHAREHOLDERS' INTERESTS IN SECURITIES
Save as disclosed below, as at 30 June 2021, so far as is known to the Directors or chief executive of the Company, the Company had not been notified by any persons (other than the Directors or chief executive of the Company) who had 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 were recorded in the register required to be kept by the Company under Section 336 of the SFO.
| Name of Shareholder | Beneficial owner |
Spouse interest |
Interest of a controlled corporation |
Other interest |
Total | Approximate percentage of the number of issued Shares |
|---|---|---|---|---|---|---|
| Forever Top (Asia) Limited | 10,568,899,364 (Note 1) |
– | – | – | 10,568,899,364 | 148.14% |
| NG Hung Sang | 156,089,500 | 96,022,500 (Note 2) |
463,876,000 (Note 3) |
– | 715,988,000 | 10.04% |
| NG Lai King Pamela | 96,022,500 | 619,965,500 (Note 4) |
– | – | 715,988,000 | 10.04% |
| South China Securities Limited | 463,000,000 (Note 3) |
– | – | – | 463,000,000 | 6.49% |
Long positions in the Shares
Notes:
- 1. These 10,568,899,364 Shares represent (i) 3,083,722,894 Shares owned by Forever Top; (ii) 4,544,000,000 new Shares to be issued by the Company upon full exercise of the conversion rights under the 2019 LCS; and (iii) 2,941,176,470 new Shares to be issued by the Company upon full exercise of the conversion rights under the 2021 LCS.
- 2. Ng Hung Sang, the spouse of Ng Lai King Pamela, was deemed to be interested in 96,022,500 Shares which Ng Lai King Pamela is interested in under the SFO.
(continued)
SUBSTANTIAL SHAREHOLDERS' INTERESTS IN SECURITIES (continued)
- 3. Ng Hung Sang was deemed to be interested in 463,876,000 Shares in which his controlled corporations are interested under the SFO. South China Finance and Management Limited directly held 876,000 Shares, while South China Securities Limited directly held 463,000,000 Shares. Both of these companies were 100% held by South China Financial Holdings Limited. South China Financial Holdings Limited was held as to approximately 29.36% by Ng Hung Sang, among which approximately 25.66% was held through his 100% owned corporations, while according to publicly available information, approximately 3.70% was held by him as beneficial owner.
- 4. Ng Lai King Pamela, the spouse of Ng Hung Sang, was deemed to be interested in 619,965,500 Shares which Ng Hung Sang is interested in under the SFO.
DILUTIVE IMPACT ON THE SHARES IN THE EVENT THAT ALL THE OUTSTANDING 2019 LCS AND 2021 LCS WERE CONVERTED
On 4 June 2019 and 31 March 2021, the Company issued the 2019 LCS and 2021 LCS with the principal amount of HK\$568 million and HK\$200 million, respectively, to the Controlling Shareholder. As at 30 June 2021, none of the 2019 LCS and 2021 LCS was converted.
The following table sets out, for illustrative purpose only, the dilutive impact on the then number of issued Shares and the shareholding of the substantial shareholder (which has the meaning ascribed to it under the Listing Rules) of the Company as at 30 June 2021, assuming (i) 4,544,000,000 Shares were issued upon full conversion of the outstanding 2019 LCS on 30 June 2021; (ii) 2,941,176,470 Shares were issued upon full conversion of the outstanding 2021 LCS on 30 June 2021; and (iii) that there were no other changes to the share capital of the Company during the six months ended 30 June 2021:
| As at 30 June 2021 | Immediately upon full conversion of the 2019 LCS |
Immediately upon full conversion of the 2019 LCS and 2021 LCS |
||||||
|---|---|---|---|---|---|---|---|---|
| Shareholders | Number of issued Shares |
Approximate percentage of the total number of issued Shares |
Number of issued Shares |
Approximate percentage of the total number of issued Shares |
Number of issued Shares |
Approximate percentage of the total number of issued Shares |
||
| Forever Top Other Shareholders |
3,083,722,894 4,050,900,626 |
43.22 56.78 |
7,627,722,894 4,050,900,626 |
65.31 34.69 |
10,568,899,364 4,050,900,626 |
72.29 27.71 |
||
| Total | 7,134,623,520 | 100.00 | 11,678,623,520 | 100.00 | 14,619,799,990 | 100.00 |
(continued)
DILUTIVE IMPACT ON THE SHARES IN THE EVENT THAT ALL THE OUTSTANDING 2019 LCS AND 2021 LCS WERE CONVERTED (continued)
The full conversion of the outstanding 2019 LCS and/or 2021 LCS would not have dilutive impact on the loss per Share of the Group.
2019 LCS
The 2019 LCS is not redeemable by Forever Top before the maturity date unless there is an occurrence of certain events as stipulated in the 2019 LCS subscription agreement dated 25 January 2019. The maturity date of the 2019 LCS is the end of the tenth year from the date of the issue of the 2019 LCS. Considering (1) the fact that the 2019 LCS will become mature in 2029; (2) the fact that there are no circumstances leading to a possible indication that there may be an early redemption of the 2019 LCS; and (3) the financial position and resources of the Group, it is expected that the Company will be able to meet its redemption obligations under the 2019 LCS when it becomes due.
It would be equally financially advantageous for Forever Top to convert or redeem the 2019 LCS based on the implied internal rate of return of the 2019 LCS at the Company's share price of HK\$0.086 and HK\$0.091 if Forever Top fully converts the 2019 LCS on 31 December 2021 and 31 December 2022 respectively.
2021 LCS
The 2021 LCS is not redeemable by Forever Top before the maturity date unless there is an occurrence of certain events as stipulated in the 2021 LCS subscription agreement dated 27 January 2021. The maturity date of the 2021 LCS is the end of the tenth year from the date of the issue of the 2021 LCS. Considering (1) the fact that the 2021 LCS will become mature in 2031; (2) the fact that there are no circumstances leading to a possible indication that there may be an early redemption of the 2021 LCS; and (3) the financial position and resources of the Group, it is expected that the Company will be able to meet its redemption obligations under the 2021 LCS when it becomes due.
It would be equally financially advantageous for Forever Top to convert or redeem the 2021 LCS based on the implied internal rate of return of the 2021 LCS at the Company's share price of HK\$0.046 and HK\$0.048 if Forever Top fully converts the 2021 LCS on 31 December 2021 and 31 December 2022 respectively.
(continued)
SHARE OPTION SCHEME
The Company previously adopted a share option scheme on 2 November 1999 which expired on 2 November 2009 and all outstanding unexercised share options granted thereunder expired on 31 December 2009. The Company adopted the new Share Option Scheme on 24 May 2018 which shall be valid and effective for a period of ten years from the date of adoption.
The purpose of the Share Option Scheme is to attract and retain the best available personnel, to provide additional incentives to the eligible persons, to recognise and acknowledge the contributions that the eligible persons have made or may make to the Group and to promote the success of the business of the Group. The Board considers that the Share Option Scheme would motivate more people to make contribution to the Group, facilitate the retention and the recruitment of high-calibre staff of the Group. The Board also believes that it is in the interest of the Group as a whole for a broader category of eligible persons other than the employees and directors such as consultants and advisers to be given incentives to participate in the growth of and make contribution to the Group in the form of options to subscribe for Shares. Furthermore, the Board considers that the eligible persons will share common interests and objectives with the Group upon their exercise of the Share Options granted by the Company, which is beneficial to the long-term development of the Group.
During the period from 1 January 2021 to 30 June 2021, movement of Shares issuable under the Share Option Scheme to eligible persons was as follows:
a. Details of the movement of Share Options granted to the Directors are disclosed under the section headed "Directors' Interests in Securities" above.
(continued)
SHARE OPTION SCHEME (continued)
b. Details of the movement of Share Options granted to other eligible persons (other than the Directors) are as follows:
| Eligible persons |
Number of Shares issuable under the Share Options granted | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Date of grant |
Exercisable period |
Balance as at 1 January 2021 |
Granted during the period |
Exercised during the period |
Lapsed during the period |
Cancelled during the period |
Balance as at 30 June 2021 |
Adjusted exercise price per Share (Note 2) HK\$ |
|
| Employees | 15 June 2018 | (Note 1) | 16,255,040 | – | – | – | – | 16,255,040 | 0.204 |
| Other participants 15 June 2018 (Note 1) |
3,600,800 | – | – | – | – | 3,600,800 | 0.204 | ||
| 19,855,840 | – | – | – | – | 19,855,840 |
Notes:
- (1) 50% of the Share Options are exercisable from 15 June 2018 to 14 June 2028 (both dates inclusive); and 50% of the Share Options are exercisable from 15 June 2019 to 14 June 2028 (both dates inclusive).
- (2) The exercise price per Share payable upon exercise of the outstanding Share Options granted under the Share Option Scheme was adjusted from HK\$0.210 to HK\$0.204 as a result of the Rights Issue. Details of the adjustments were set out in the announcement of the Company dated 3 June 2019.
- (3) The closing price per Share as stated in the daily quotation sheet issued by the Stock Exchange immediately before the date on which the Share Options were granted was HK\$0.155.
- (4) The cash consideration paid by each of the eligible persons for the grant of Share Options was HK\$1.00.
(continued)
SHARE OPTION SCHEME (continued)
The fair value of the Share Options granted at the date of grant, 15 June 2018, was estimated at approximately HK\$21 million using the Binomial option pricing model. Value was estimated based on the risk-free rate at 2.25% per annum with reference to the market yield rates of the Hong Kong Government Bond (maturing on 22 August 2028) as of the value date, a historical volatility of 66.08% calculated based on the historical price with period equals to the life of the Share Options, assuming zero dividend yield based on historical dividend payout records. Share Options which are forfeited prior to the expiry date will be released directly to the reserve. The Binomial option pricing model requires input of subjective assumptions such as the expected stock price volatility. Change in the subjective input may materially affect the fair value estimates. With regard to the subjectivity and uncertainty of the values of the options, such values are subject to a number of assumptions and the limitation of the Binomial option pricing model.
DISCLOSURE PURSUANT TO RULE 13.21 OF THE LISTING RULES
On 19 March 2019, Hong Kong Cable Television Limited ("HKC") as borrower, and the Company, as guarantor, confirmed the acceptance of a facility letter issued by a bank (the "Lender"), as the lender, in respect of, among other things, a HK\$400,000,000 revolving loan facility (the "Revolving Loan Facility") being subject to review at any time and in any event not less than annually by the Lender; and on 15 March 2019, the Company, as applicant, (together with HKC, the "Borrowers") confirmed the acceptance of a facility letter issued by the Lender in respect of a HK\$33,830,000 performance bond facility (the "Performance Bond Facility") with a maximum tenor of five years being subject to review at any time.
Pursuant to the facility letters in relation to both the Revolving Loan Facility and the Performance Bond Facility, the Borrowers have undertaken that Forever Top, the controlling shareholder of i-CABLE, would (i) hold greater than 35% of the total number of the issued Shares and (ii) be the single largest shareholder of the Company. In the event of a breach of the aforesaid covenant, the Lender has the right to suspend, withdraw or make demand in respect of the whole or any part of the respective facilities made available to the relevant Borrower at any time or determine whether or not to permit drawings in relation to the respective facilities.
During the six months ended 30 June 2021, the above specific performance obligations under the Revolving Loan Facility and the Performance Bond Facility have been complied with. Details of the transactions were set out in the announcements of the Company dated 17 April 2018 and 18 December 2018.
(continued)
AUDIT COMMITTEE AND REVIEW OF INTERIM RESULTS
The Company has set up an audit committee (the "Audit Committee" or "AC") with majority of the members being the independent non-executive Directors with terms of reference in accordance with the requirements of the Listing Rules for the purposes of, among others, reviewing the financial information of the Group, and overseeing the Group's financial reporting system, and risk management and internal control systems, as well as the Group's corporate governance matters. As at the date of this report, the Audit Committee comprises Mr. Luk Koon Hoo, Roger (an independent non-executive Director and the chairman of the Audit Committee), Mr. Hoong Cheong Thard (a non-executive Director) and Mr. Tang Sing Ming Sherman (an independent non-executive Director).
The unaudited condensed consolidated interim financial information of the Group and the interim report of the Company for the six months ended 30 June 2021 have been reviewed by the Audit Committee with no disagreement by the Audit Committee. The auditor of the Company, PricewaterhouseCoopers, has reviewed the unaudited condensed consolidated interim financial information of the Group for the six months ended 30 June 2021 in accordance with Hong Kong Standard on Review Engagements 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Hong Kong Institute of Certified Public Accountants.
BIOGRAPHICAL DETAILS OF DIRECTORS AND SENIOR MANAGEMENT
(i) Directors
Tan Sri Dato' David CHIU (Age: 67)
Tan Sri Dato' David Chiu, B.Sc., was appointed as the chairman of the Board and a nonexecutive director of the Company in September 2017. He is also the chairman and a member of the nomination committee of the Company (the "NC") and a member of the compensation committee of the Company (the "CC").
(continued)
BIOGRAPHICAL DETAILS OF DIRECTORS AND SENIOR MANAGEMENT (continued)
(i) Directors (continued)
Tan Sri Dato' David CHIU (Age: 67) (continued)
Tan Sri Dato' David Chiu holds a double degree of Bachelor of Science in Business Administration and Economics at the University of Sophia, Japan. He is a prominent businessman with over 30 years' experience in the property development and extensive experience in the hotel development. In his business career, he established a number of highly successful business operation through organic growth and acquisitions, covering Mainland China, Hong Kong, Japan, Malaysia, Singapore and Australia. Since 1978, Tan Sri Dato' David Chiu had been the managing director of Far East Consortium Limited, the predecessor of Far East Consortium International Limited ("FECIL"), a listed public company in Hong Kong. He was appointed as the deputy chairman and chief executive officer of FECIL on 8 December 1994 and 8 October 1997 respectively. On 8 September 2011, Tan Sri Dato' David Chiu has been appointed as the chairman of FECIL. He is also a director of Forever Top, a controlling shareholder of the Company.
In regard to Tan Sri Dato' David Chiu's devotion to community services in China and Hong Kong, he was appointed as the member of the 12th and 13th Chinese People's Political Consultative Conferences, the vice chairman of All-China Federation of Industry and Commerce in 2017. Currently, he is a trustee member of The Better Hong Kong Foundation, an honorary chairman of Mid-Autumn Festival Celebration-People and Forces' Committee, a director and a member of Concerted Efforts Resource Centre, a patron of China-United States Exchange Foundation, an honorary chairman of Guangdong Chamber of Foreign Investors, an honorary chairman of the Association of Chinese Culture of Hong Kong, the 8th board member of Friends of Hong Kong Association, a member of Hong Kong General Chamber of Commerce, a member of the Constitutional Reform Synergy, a member of The Real Estate Developers Association of Hong Kong, a member of Pacific Basin Economic Council, a director of three Ju Ching Chu Schools in Hong Kong and the vice chairman of Guangdong-Hong Kong-Macao Greater Bay Area Radio and Television Union. In Malaysia, Tan Sri Dato' David Chiu was awarded an honorary award which carried the title "Dato" and a more senior honorary title of "Tan Sri" by His Majesty, King of Malaysia in 1997 and 2005 respectively. He was also awarded the WCEF Lifetime Achievement Awards by Asian Strategy & Leadership Institute in 2013.
(continued)
BIOGRAPHICAL DETAILS OF DIRECTORS AND SENIOR MANAGEMENT (continued)
(i) Directors (continued)
Tan Sri Dato' David CHIU (Age: 67) (continued)
Tan Sri Dato' David Chiu is the father of Mr. Andrew Wah Wai Chiu, an executive director of the Company, and the brother of the brother-in-law of Mr. Tang Sing Ming Sherman, an independent non-executive director of the Company.
Dr. CHENG Kar-Shun, Henry GBM, GBS (Age: 74)
Dr. Cheng was appointed as the vice-chairman of the Board and a non-executive director of the Company in September 2017. Dr. Cheng is the chairman and executive director of New World Development Company Limited, NWS Holdings Limited and Chow Tai Fook Jewellery Group Limited, and the chairman and non-executive director of FSE Lifestyle Services Limited (formerly known as FSE Services Group Limited), all of them are listed public companies in Hong Kong. He was a non-executive director of SJM Holdings Limited up to his retirement in June 2019, a non-executive director of DTXS Silk Road Investment Holdings Company Limited until his resignation in March 2021, and chairman and a nonexecutive director of New World Department Store China Limited until his resignation in May 2021, all of them are listed public companies in Hong Kong. He is a director of Cheng Yu Tung Family (Holdings) Limited, Cheng Yu Tung Family (Holdings II) Limited, Chow Tai Fook Capital Limited, Chow Tai Fook (Holding) Limited and Chow Tai Fook Enterprises Limited. Dr. Cheng is also a director of Forever Top, a controlling shareholder of the Company.
Dr. Cheng is the chairman of the Advisory Council for The Better Hong Kong Foundation. He was a Standing Committee Member of the Twelfth Chinese People's Political Consultative Conference of The People's Republic of China. Dr. Cheng was awarded the Gold Bauhinia Star and the Grand Bauhinia Medal in 2001 and 2017 respectively by the Government of the Hong Kong Special Administrative Region.
Dr. Cheng is the uncle of the spouse of Mr. Tsang On Yip, Patrick, a non-executive director of the Company.
(continued)
BIOGRAPHICAL DETAILS OF DIRECTORS AND SENIOR MANAGEMENT (continued)
(i) Directors (continued)
Mr. TSANG On Yip, Patrick (Age: 49)
Mr. Tsang was appointed as a non-executive director of the Company in September 2017. He is also a member of the CC.
Mr. Tsang is the chief executive officer and director of Chow Tai Fook Enterprises Limited. He is also an executive director of Melbourne Enterprises Limited and UMP Healthcare Holdings Limited, and a non-executive director of Greenheart Group Limited, Integrated Waste Solutions Group Holdings Limited and SJM Holdings Limited, all of which are listed public companies in Hong Kong. Mr. Tsang is a director of Cheng Yu Tung Foundation Limited and Chow Tai Fook (Holding) Limited, a governor of Chow Tai Fook Charity Foundation Limited, a member of Hong Kong Chief Executive Election Committee, and a General Committee member of Employers' Federation of Hong Kong. He has been a member of the 12th Henan Provincial Committee of the Chinese People's Political Consultative Conference since 2018. Mr. Tsang obtained a Bachelor of Arts degree in Economics from Columbia College of Columbia University in New York, USA.
Mr. Tsang's spouse is a niece of Dr. Cheng Kar-Shun, Henry, a non-executive director of the Company.
Mr. HOONG Cheong Thard (Age: 52)
Mr. Hoong, B.Eng., ACA, was appointed as a non-executive director of the Company in September 2017. He is also a member of the AC. He is an executive director of FECIL, a listed public company in Hong Kong, since August 2012. He joined FECIL in September 2008 as the managing director. He is responsible for the formulation and implementation of FECIL's overall strategies for development.
Prior to joining FECIL, Mr. Hoong was the chief executive officer of China LotSynergy Holdings Limited, a listed public company in Hong Kong, where he retired as a nonexecutive director of the company with effect from 1 June 2017.
(continued)
BIOGRAPHICAL DETAILS OF DIRECTORS AND SENIOR MANAGEMENT (continued)
(i) Directors (continued)
Mr. HOONG Cheong Thard (Age: 52) (continued)
Mr. Hoong was an investment banker for over 12 years and had held senior positions at Deutsche Bank and UBS where he was responsible for corporate finance business in Asia. Besides, he was a director of AGORA Hospitality Group Co., Ltd., a company listed on the Tokyo Stock Exchange, until March 2017 and is a non-independent non-executive director of Land & General Berhad, a company listed on the Bursa Malaysia. Mr. Hoong is also a director of Forever Top, which is a controlling shareholder of the Company.
Mr. Hoong is a member of the Institute of Chartered Accountants in England and Wales and holds a bachelor's degree in Mechanical Engineering from Imperial College, University of London.
Mr. LIE KEN JIE Remy Anthony Ket Heng (Age: 42)
Mr. Lie Ken Jie was appointed as a non-executive director of the Company in July 2019. He is currently a Senior Vice President of Chow Tai Fook Enterprises Limited with responsibilities in making strategic investments globally. Mr. Lie Ken Jie holds a Master's degree in Finance and a Master's degree in Civil Engineering, both from Imperial College London in the United Kingdom.
Ms. NG Yuk Mui Jessica (Age: 43)
Ms. Ng was appointed as a non-executive director of the Company in July 2019. She is an executive director, the executive vice chairman, chief executive officer and a member of the executive committee of South China Financial Holdings Limited whose shares are listed on the Main Board of the Stock Exchange, and the executive vice chairman of South China Media group.
She is also a non-executive director of South China Holdings Company Limited whose shares are listed on the Main Board of the Stock Exchange and an executive director and the executive vice chairman of South China Assets Holdings Limited whose shares are listed on the Growth Enterprise Market of the Stock Exchange.
(continued)
BIOGRAPHICAL DETAILS OF DIRECTORS AND SENIOR MANAGEMENT (continued)
(i) Directors (continued)
Ms. NG Yuk Mui Jessica (Age: 43) (continued)
She holds a Bachelor's degree in Law from King's College London, University of London in the United Kingdom and was admitted to the Hong Kong Bar in 2006. She is an associate member of the Chartered Institute of Management Accountants and a member of 12th Hebei Provincial Committee of the Chinese People's Political Consultative Conference.
Ms. Ng is the daughter of Mr. Ng Hung Sang, who, together with his spouse and companies controlled by him, is interested in approximately 10.04% of the total number of issued shares of the Company.
Mr. Andrew Wah Wai CHIU (Age: 32)
Mr. Chiu was appointed as an executive director of the Company in September 2017. He is also the authorised representative of the Company and a director of certain subsidiaries of the Company. He is the founder and the executive chairman of Land Pacific Limited, Deacon House International Limited and Ariana Social Community Limited. Land Pacific Limited was formed in 2013 is a property development company focusing on residential and commercial developments in South East Asia. Deacon House International Limited formed in 2015 is a hotel company based on Chinese contemporary designs and influences, exemplifying Chinese cultures and traditions with a modern twist. Ariana Social Community Limited formed in 2016 is a community based student housing company with its flagship property in Farringdon, London and projects pipelined in England, Australia and North America.
(continued)
BIOGRAPHICAL DETAILS OF DIRECTORS AND SENIOR MANAGEMENT (continued)
(i) Directors (continued)
Mr. Andrew Wah Wai CHIU (Age: 32) (continued)
Mr. Chiu started his career with DTZ Hong Kong in 2008, he joined FECIL, a listed public company in Hong Kong in 2009 and was appointed as the business development manager of FECIL in 2012. He is responsible for property investment and development for FECIL. From 2015, Mr. Chiu serves as the assistant to the chairman of FECIL. He is also a director of Malaysia Land Properties Sdn Bhd, and a non-independent non-executive director of Land & General Berhad, a company whose shares are listed on the Bursa Malaysia. Mr. Chiu was a director and vice chairman of the board of directors of AMTD International Inc., a company listed on both the New York Stock Exchange and the Mainboard of the Singapore Exchange Security Trading Limited up to his resignation in December 2020. He is a member of Hong Kong General Chamber of Commerce and a member of The Real Estate Developers Association of Hong Kong.
Mr. Chiu is the son of Tan Sri Dato' David Chiu, a non-executive director of the Company, and the nephew of the brother-in-law of Mr. Tang Sing Ming Sherman, an independent non-executive director of the Company.
Mr. LAM Kin Fung Jeffrey GBS, JP (Age: 69)
Mr. Lam was appointed as an independent non-executive director of the Company in September 2017. He is also the chairman and a member of the CC and a member of the NC. Mr. Lam holds a bachelor degree in mechanical engineering from Tufts University in the United States. He has over 40 years of experience in the toy industry and is currently the managing director of Forward Winsome Industries Limited which is engaged in toy manufacturing.
Mr. Lam is an executive director of Hong Kong Aerospace Technology Group Limited, and an independent non-executive director of Chow Tai Fook Jewellery Group Limited, C C Land Holdings Limited, China Overseas Grand Oceans Group Limited, Wynn Macau, Limited, CWT International Limited, Wing Tai Properties Limited, Analogue Holdings Limited and China Strategic Holdings Limited, all of which are listed public companies in Hong Kong.
(continued)
BIOGRAPHICAL DETAILS OF DIRECTORS AND SENIOR MANAGEMENT (continued)
(i) Directors (continued)
Mr. LAM Kin Fung Jeffrey GBS, JP (Age: 69) (continued)
Mr. Lam is a member of the National Committee of the Chinese People's Political Consultative Conference. He also holds a number of other public and community service positions including being a non-official member of the Executive Council and a member of the Legislative Council in Hong Kong, a general committee member of the Hong Kong General Chamber of Commerce, the chairman of Independent Commission Against Corruption (ICAC) Complaints Committee, a director of the Hong Kong Mortgage Corporation Limited and a member of the board of directors of Heifer International-Hong Kong.
Dr. HU Shao Ming Herman SBS, JP (Age: 67)
Dr. Hu, B.Sc., FCIBSE, FHKIE, MIEEE, C. Eng., has been an independent non-executive director of the Company since April 2012. He is also a member of the CC. He is the chairman of Ryoden Development Limited. Dr. Hu has been re-elected as a Deputy to the 13th National People's Congress of the People's Republic of China. He is the vice-chairman of The Chinese General Chamber of Commerce, Hong Kong. He is also a general committee member and chairman of Mainland China Committee of the Employers' Federation of Hong Kong, the Vice-President of the Sports Federation & Olympic Committee of Hong Kong, China, an Honorary Court Member of The Hong Kong University of Science & Technology, a member of the Election Committee of the Government of the Hong Kong Special Administrative Region and the Vice Patron of The Community Chest of Hong Kong. He was awarded the Honour of Silver Bauhinia Star (SBS) by the Government of the Hong Kong Special Administrative Region of the People's Republic of China on 30 June 2017.
(continued)
BIOGRAPHICAL DETAILS OF DIRECTORS AND SENIOR MANAGEMENT (continued)
(i) Directors (continued)
Mr. LUK Koon Hoo, Roger BBS, JP (Age: 70)
Mr. Luk, FHKIB, has been an independent non-executive director of the Company since September 2010. He also serves as the chairman and a member of the AC and a member of each of the CC and NC. He has over 30 years of comprehensive experience in accounting and financial management. He joined Hang Seng Bank in 1975, became the bank's director and deputy chief executive in 1994 and then became managing director and deputy chief executive of the bank in 1996 until his retirement in May 2005. Mr. Luk is an independent non-executive director of four companies publicly listed in Hong Kong, namely, China Properties Group Limited, Computime Group Limited, Hung Hing Printing Group Limited and Harbour Centre Development Limited. Mr. Luk was formerly an independent non-executive director of Wheelock Properties Limited, formerly a listed public company until it became a wholly-owned subsidiary of Wheelock and Company Limited in July 2010, from February 2008 to July 2010. He also serves as a council member of The Chinese University of Hong Kong and a non-executive director (non-official) of Urban Renewal Authority. Mr. Luk also served in the past on the Court and Council of Hong Kong Baptist University, the Advisory Committee on New Broad-based Taxes, the Personal Data (Privacy) Advisory Committee, the Central Policy Unit of the Hong Kong Government, the Statistics Advisory Board, the Broadcasting Authority, the Advisory Committee and the Investor Education Advisory Committee of the Securities and Futures Commission, the Barristers Disciplinary Tribunal Panel, the Operations Review Committee of ICAC and the Town Planning Board. He was an appointed member of the Hong Kong Legislative Council from 1992 to 1995, and also a member of the first Election Committee of the Legislative Council.
Mr. Luk graduated with a Bachelor of Social Sciences Degree in Statistics from The University of Hong Kong and also holds a Master of Business Administration Degree granted by The Chinese University of Hong Kong. He is a fellow of The Hong Kong Institute of Bankers. He is also a Non-official Justice of the Peace and was awarded the honour of Bronze Bauhinia Star in 2004 in recognition of his contributions to public services.
(continued)
BIOGRAPHICAL DETAILS OF DIRECTORS AND SENIOR MANAGEMENT (continued)
(i) Directors (continued)
Mr. TANG Sing Ming Sherman (Age: 64)
Mr. Tang has been appointed an independent non-executive director of the Company since January 2014. He is also a member of the AC. He holds a Master degree in Electrical Engineering and a degree of Doctor in Medicine from the University of Southern California, the United States of America. Mr. Tang is a seasoned entrepreneur in the hospitality industry and has over 20 years of experience in investment and operation of restaurants, cafes and bars. He is the founder and owner of the Epicurean Group and also served as the chairman and chief executive officer of Epicurean and Company, Limited (now known as StarGlory Holdings Company Limited), a listed public company in Hong Kong, until his resignation in November 2016.
Mr. Tang is the brother of the sister-in-law of Tan Sri Dato' David Chiu, a non-executive director of the Company, and the brother of the aunt of Mr. Andrew Wah Wai Chiu, an executive director of the Company.
(ii) Senior Management
Mr. KWOK Chi Kin, Chief Financial Officer and Company Secretary (Age: 45)
Mr. Kwok joined the Group in September 2017 and he is the Chief Financial Officer and the Company Secretary of the Company. He is also the authorised representative of the Company. He is responsible for the accounting and financial management, company secretarial matters and corporate governance functions of the Group. Mr. Kwok obtained his Bachelor of Business Administration in Finance with First Class Honours from The Hong Kong University of Science and Technology. He is a fellow of the Hong Kong Institute of Certified Public Accountants and the Association of Chartered Certified Accountants, a Chartered Secretary, a Chartered Governance Professional and an associate member of The Hong Kong Chartered Governance Institute (formerly known as The Hong Kong Institute of Chartered Secretaries) and The Chartered Governance Institute. He has over 20 years of experience in auditing, accounting and financial management, company secretarial practice, and corporate governance. Prior to joining the Group, he worked for an international accounting firm and was the chief financial officer and the company secretary of International Entertainment Corporation, a company listed on the Main Board of the Stock Exchange, from May 2004 to June 2017.
(continued)
BIOGRAPHICAL DETAILS OF DIRECTORS AND SENIOR MANAGEMENT (continued)
(ii) Senior Management (continued)
Mr. CHAN Wai Man, Chief Technology Officer (Age: 56)
Mr. Chan has been appointed as the Chief Technology Officer of the Company in July 2019. Mr. Chan joined the Group in September 1993. At the time that he joined the Group in 1993, he was responsible for the operations and technical support of television broadcasting system. Throughout his career with the Group, he gained extensive experience in television broadcasting, telecommunications and data communication engineering. He was appointed as Vice President, Network Operations in July 2014. In March 2018, Mr. Chan was promoted to Senior Vice President, Network and Engineering Operations, responsible for the development and operation of the Group's television broadcasting and broadband distribution networks, as well as the New Media and Management Information Systems. He is also a director of certain subsidiaries of the Company. Mr. Chan holds a Bachelor of Engineering degree (First Class Honours) and a Master of Science degree in Electronic Engineering.
INTERIM DIVIDEND
The Board does not recommend the payment of any interim dividend for the six months ended 30 June 2021 (for the six months ended 30 June 2020: HK\$Nil).
PURCHASE, SALE OR REDEMPTION OF THE COMPANY'S LISTED SECURITIES
Neither the Company nor any of its subsidiaries purchased, sold or redeemed any listed securities of the Company during the six months ended 30 June 2021.
By order of the Board i-CABLE Communications Limited Tan Sri Dato' David Chiu Chairman
Hong Kong, 20 August 2021
As at the date of this report, the Board comprises eleven Directors, namely Tan Sri Dato' David Chiu (Chairman), Dr. Cheng Kar-Shun, Henry (Vice-chairman), Mr. Tsang On Yip, Patrick, Mr. Hoong Cheong Thard, Mr. Lie Ken Jie Remy Anthony Ket Heng and Ms. Ng Yuk Mui Jessica as non-executive Directors, Mr. Andrew Wah Wai Chiu as executive Director, and Mr. Lam Kin Fung Jeffrey, Dr. Hu Shao Ming Herman, Mr. Luk Koon Hoo, Roger and Mr. Tang Sing Ming Sherman as independent non-executive Directors.