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TOM Group Limited — Annual Report 2018
Mar 14, 2019
50566_rns_2019-03-14_d1f04e44-a297-45d4-b770-53d090e5ae95.pdf
Annual Report
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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
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(Stock Code: 2383)
FINAL RESULTS FOR THE YEAR ENDED 31 DECEMBER 2018
CHAIRMAN’S STATEMENT
In 2018, TOM Group maintained its strategy to focus on high growth potential sectors such as e-commerce, fintech and advanced data analytics, and at the same time continued to restructure its non-performing businesses. Gross revenues from Technology Platform and Investments and Media businesses amounted to HK$103 million and HK$843 million respectively. The Group’s consolidated revenue dropped by 2% to HK$944 million. Loss before net finance costs and taxation and loss attributable to shareholders narrowed to HK$89 million and HK$159 million respectively.
Ule (www.ule.com), a joint operation with China Post which focuses on providing e-commerce service for rural areas in Mainland China, has continued to expand its B2B businesses to drive revenue. The B2B GMV recorded RMB7.6 billion for the year under review, and is expected to be materially higher in the coming years as the business is benefiting from renewed focus within China Post.
Pixnet, the Group’s Social Network business, continues to be the largest social and networking website in Taiwan according to Alexa, having reached 6.7 million members and an average of around 5.2 million unique visitors per day during the year. Gross revenue of Pixnet was HK$74 million and segment profit was HK$2 million for the year under review.
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The Publishing Group continued to be the market leader in the publishing industry in Taiwan, and reported gross revenue of HK$785 million in 2018. Segment profit from the Publishing Group was HK$54 million, representing an increase of 20% compared to HK$45 million in last year. The traditional publishing market in Taiwan remains to be challenging. Accordingly, the Group will remain focused on operational efficiency while pursuing revenue diversification.
Finally, the Group made progress this year in restructuring non-performing Outdoor Media advertising businesses. Although the gross revenue of Outdoor Media business decreased 42%, its loss was narrowed by 86% to HK$4 million.
On behalf of the Group, I would like to thank our shareholders, business partners, the management team and all the staff of the Group for their concerted effort.
Frank John Sixt Chairman
Hong Kong, 14 March 2019
2
MANAGEMENT’S DISCUSSION AND ANALYSIS FINANCIAL HIGHLIGHTS
| MANAGEMENT’S DISCUSSION AND ANALYSIS FINANCIAL HIGHLIGHTS |
||
|---|---|---|
| For the year | ||
| ended 31 December | ||
| 2018 | 2017 | |
| HK$’000 | HK$’000 | |
| Consolidated revenue | 944,085 | 960,513 |
| Loss before deconsolidation/recovery gains and | ||
| goodwill and other assets impairment(1) | (92,223) | (132,713) |
| Goodwill and other assets impairment(2) | – | (67,608) |
| Loss attributable to equity holders of the Company | (158,623) | (242,274) |
| Loss per share (HK cents) | (4.06) | (6.22) |
-
(1) Being loss before net finance costs and taxation (including share of results of investments accounted for using the equity method)
-
(2) 2017: Goodwill impairment totalling HK$45,097,000 was related to certain outdoor media operations under the Advertising Group and the C2C marketplace business under the E-Commerce Group. Other assets impairment arose from an available-for-sale financial asset of HK$12,243,000 held by the Mobile Internet Group and certain fixed and intangible assets of an outdoor media operation under the Advertising Group totalling HK$10,268,000
BUSINESS REVIEW
In 2018, TOM Group achieved good progress in streamlining its traditional media operations and focusing on its strategic priorities in technology centric investments. Our Media Business performance was broadly maintained and recorded gross revenue of HK$843 million, whilst operations segment profit surged 1.5 times to HK$49 million with continuous improvements on efficiency. Gross revenue from Technology Platform and Investments was HK$103 million as compared to HK$108 million a year earlier. Segment loss was HK$4 million as the Group continued to invest in its e-commerce business to drive further growth.
Technology Platform and Investments – Diversified investment portfolio with continued growth
The Group is pleased with the robust growth of its investments in fintech and advanced data analytics during the review period.
3
In 2014, TOM Group invested in WeLab, a leading Asian fintech company, which provides technology enabled consumer lending solutions for individuals and enterprise customers in Hong Kong and China. Using advanced data-powered technologies and risk management knowledge, WeLab has over 35 million users, as of 31 December 2018. In 2018, WeLab extended their presence with their proven business model to Indonesia, forming PT Astra WeLab Digital Arta, through a joint venture with PT Astra International, one of Indonesia’s leading diversified holding companies. WeLab was recognised in a KPMG-sponsored report as one of the top 100 FinTech companies in the world – #7 in China and #23 globally. WeLab is the only Hong Kong fintech company that has been named to the list for three consecutive years. As at 31 December 2018, TOM Group owns 6.76% in WeLab on an issued basis.
Rubikloud is a Toronto-based AI platform for retail which TOM Group invested in 2015. During the review period, Rubikloud expanded its operations from Toronto to cover Hong Kong and London. By the end of 2019, Rubikloud is expected to achieve full growth stage as it grows beyond 150 people with new tier one clients in grocery, mass drug, and mass beauty. Additionally, they have concluded significant partnerships with Microsoft and Salesforce. TOM Group owns 4.15% in Rubikloud as at 31 December 2018 on an issued basis.
Ule, the Group’s joint operation with China Post, has laid a solid foundation with an established New Retail infrastructure and ecosystem in rural China during the past years. Ule saw continuous expansion of its B2B business especially in key provinces including Zhejiang, Henan, Hebei, Jiangsu and Hunan, etc. and the B2B GMV reached RMB7.6 billion during the year. Going forward, Ule will embark on its next stage of growth with focus on execution of B2B strategic and operational initiatives leveraging on the unique resources and logistics network of China Post at provincial, county and town levels.
Pixnet, the Group’s Social Network business in Taiwan, remained on course to deliver steady business growth. Gross revenue was HK$74 million whilst segment profit was HK$2 million during the review period. Pixnet is the largest social and networking website in Taiwan according to Alexa, with 6.7 million members and an average of around 5.2 million unique visitors per day. Pixnet has become the supplier of choice for many advertisers in Taiwan, thanks to its achievements in maintaining top rankings on major categories in comScore – a leading cross-platform measurement on audiences, brands and consumer preferences.
Media Business – Maintain leadership position in Taiwan Publishing
During the review period, the Group’s Publishing business “Cite” continued to show resilience against a tough operating environment. As a market leader in the publishing industry in Taiwan, “Cite” has been able to advance its development in the digital publishing arena and diversify its revenue beyond traditional advertising leveraging on the premium “Cite” and “Business Weekly” brand. Gross revenue increased 3% to HK$785 million whilst operations segment profit jumped 20% to HK$54 million during the reporting period.
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The Group’s Outdoor Media business continued its restructuring efforts and further narrowed its loss by 86%.
Concluding Remarks – Stable revenue with improved gross profit margin
For the year ended 31 December 2018, the Group broadly maintained its revenue level from operations and recorded revenue of HK$944 million, and its gross profit margin increased from 39% to 42%. Including share of loss from associated companies of HK$82 million, and net finance costs and taxation of HK$73 million, the Group’s loss attributable to shareholders decreased 35% to HK$159 million. Going forward, the Group will continue to strategically invest in technology-centric businesses, whilst sustaining leadership position in its publishing business.
FINANCIAL REVIEW
TOM Group reports its results in five business segments under two business streams, namely E-Commerce Group, Mobile Internet Group and Social Network Group of Technology Platform and Investments, and Publishing Group and Advertising Group of Media Business.
Consolidated Revenue
Consolidated revenue amounted to HK$944 million, representing a decrease of 2% compared to last year as a result of group restructuring on non-performing operations such as outdoor media business in Mainland China.
Segment Results
The segment profit/loss refers to profit/loss before finance costs and taxation, recovery gains, provision for impairment of goodwill and other assets and share of results of investments accounted for using the equity method.
The Group stays with its strategy to focus on investing in the e-commerce business in Ule, a material associate of the Group in Mainland China providing e-commerce platform for rural areas in China. The segment results of the E-Commerce Group were largely related to the share of result of Ule.
Although the Mobile Internet Group reported a 9% drop in gross revenue to HK$19 million, Mobile Internet Group turned around the segment loss of HK$6 million in last year to segment profit of HK$1 million in this year as a result of improved operational efficiency.
The Social Network Group, represented by Pixnet, continued be the largest social and networking website in Taiwan. Gross revenue was reported at HK$74 million, a 4% decrease from last year. Due to keen competition in the market, more re-investment and marketing expenses were incurred by the Social Network Group to boost the business. As a result, the segment profit dropped from HK$6 million in last year to HK$2 million in this year.
5
The Publishing Group continued to be the market leader in the publishing industry in Taiwan. Despite the challenging market environment, it outperformed the market by recording gross revenue of HK$785 million and segment profit of HK$54 million in this year, representing 3% and 20% growth respectively.
Gross revenue of the Advertising Group decreased 36% to HK$59 million in this year, which was primarily attributable to the weakened traditional advertising marketing in Mainland China. Nevertheless, the segment loss narrowed by 83% from HK$25 million in last year to HK$4 million in this year. The reduction in loss was largely due to stringent control of operating costs and improvement in operational efficiency. The Group would continue its strategy to seek exit from certain non-performing outdoor media businesses.
Share of Results of Investments Accounted for Using the Equity Method
The share of results is mainly contributed by the Group’s share of result of Ule.
Loss before Net Finance Costs and Taxation
The Group’s loss before net finance costs and taxation for the year amounted to HK$89 million, narrowed by 52% from last year’s HK$186 million. Excluding the effect on one-off events such as gain on deconsolidation of subsidiaries, recovery of investment and provision of impairment on goodwill and other assets, the recurring loss before finance costs and taxation was HK$92 million, narrowed by 31% from that of last year’s HK$133 million.
Loss Attributable to Equity Holders of the Company
The Group’s loss attributable to equity holders of the Company for the year was HK$159 million, narrowed by 35% from last year’s HK$242 million.
Liquidity and Financial Resources
As at 31 December 2018, TOM Group had cash and bank balances, excluding pledged deposits, of approximately HK$386 million. A total of HK$3,431 million financing facilities were available, of which HK$2,937 million, or 86%, had been utilised as at 31 December 2018, to finance the Group’s investment, capital expenditures and for working capital purposes.
The principal of the total borrowings of TOM Group amounted to approximately HK$2,937 million as at 31 December 2018, of which HK$2,777 million and HK$160 million equivalent is denominated in Hong Kong dollar and New Taiwan dollar respectively. The borrowings included long-term bank loans of approximately HK$2,899 million (including portion repayable within one year), and short-term bank loans of approximately HK$38 million. All bank loans bore floating interest rates. The gearing ratio (Total principal amount of bank borrowings/(Total principal amount of bank borrowings + Equity) of TOM Group was 100% as at 31 December 2018, compared to 97% as at 31 December 2017.
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As at 31 December 2018, the Group had net current assets of approximately HK$357 million, compared to the balance of approximately HK$409 million as at 31 December 2017. The current ratio (Current assets/Current liabilities) of TOM Group was 1.52 as at 31 December 2018, compared to 1.62 as at 31 December 2017.
In 2018, net cash generated from operating activities after interest and taxation paid increased by 140% to HK$61 million. Net cash outflow used in investing activities was HK$122 million, mainly included capital expenditures of HK$126 million and a share subscription in an equity investment of HK$4 million; partially offset by proceeds from disposal of a former subsidiary of HK$4 million and dividends received of HK$4 million. During the year, net cash inflow from financing activities amounted to HK$37 million, mainly from the drawdown of bank loans, net of repayment, of HK$59 million, partially offset by payment of loan arrangement fee of HK$15 million and dividends paid to non-controlling interests of subsidiaries of HK$9 million.
Charges on Group Assets
As at 31 December 2018, the Group had restricted cash amounting to HK$5 million, being bank deposits mainly pledged in favour of certain publishing distributors as retainer fee for potential sales return, and banks as security for credit card and advance receipt in Taiwan, and also the courts for legal proceedings in Mainland China.
Contingent Liabilities
As at 31 December 2018, the Group had no significant contingent liabilities.
Subsequent Events
There is no subsequent event after the reporting period which has material impact to the consolidated financial statements of the Group.
Foreign Exchange Exposure
The Group’s operations principally locate in Mainland China and Taiwan, with transactions and related working capital denominated in Renminbi and New Taiwan dollar respectively. In general, it is the Group’s policy for each operating entity to borrow in their local currencies, where necessary, to minimise currency risk. Overall, the Group is not exposed to significant foreign exchange risk; however, the Group will monitor this risk on an ongoing basis.
7
Employee Information
As at 31 December 2018, TOM Group had approximately 1,400 full-time employees (excluding approximately 500 full-time employees of Ule, an associated company of TOM). Employee costs, excluding Directors’ emoluments, totalled HK$359 million for the year. All of the TOM Group companies are equal opportunity employers, with the selection and promotion of individuals being based on suitability for the position offered. The salary and benefit levels of the Group’s employees are kept at a competitive level and employees are rewarded on a performance related basis within the general framework of TOM Group’s salary and bonus system, which is reviewed annually. A wide range of benefits including medical coverage and provident funds are also provided to employees. In addition, training and development programmes are provided on an ongoing basis throughout TOM Group. Social, sporting and recreational activities were arranged during the year for the employees on a Group-wide basis. Further information in relation to our employment and labour practices is set out in the “Environmental, Social and Governance Report” in the Group’s 2018 Annual Report.
Disclaimer: Non-GAAP measures
Certain non-GAAP (generally accepted accounting principles) measures, such as profit/(loss) before net finance costs and taxation including share of results of investments accounted for using the equity method and segment profit/(loss) excluding gain on deconsolidation of subsidiaries or recovery of an investment, provision for impairment of goodwill and other assets, are used for assessing the Group’s performance. These non-GAAP measures are not expressly permitted measures under GAAP in Hong Kong and may not be comparable to similarly titled measures for other companies. Accordingly, such non-GAAP measures should not be considered as an alternative to operating income as an indicator of the operating performance of the Group or as an alternative to cash flows from operating activities as a measure of liquidity. The use of non-GAAP measures is provided solely to enhance the overall understanding of the Group’s current financial performance. Additionally, since the Group has historically reported certain non-GAAP results to investors, it is considered the inclusion of non-GAAP measures provides consistency in the Group’s financial reporting.
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AUDITED CONSOLIDATED RESULTS CONSOLIDATED INCOME STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2018
| Note Revenue 2 Cost of sales Selling and marketing expenses Administrative expenses Other operating expenses Other gains, net Provision for impairment of goodwill and other assets 3 Share of profits less losses of investments accounted for using the equity method 4 Loss before net finance costs and taxation 5 Finance income Finance costs Finance costs, net 6 Loss before taxation Taxation 7 Loss for the year Attributable to: – Non-controlling interests – Equity holders of the Company Loss per share attributable to equity holders of the Company during the year Basic and diluted 9 |
2018 HK$’000 944,085 (545,989) (160,450) (99,977) (150,354) 5,778 (6,907) – (6,907) (81,690) (88,597) 3,383 (72,098) (68,715) (157,312) (4,464) (161,776) (3,153) (158,623) HK(4.06) cents |
2017 HK$’000 960,513 (588,122) (154,872) (106,804) (148,764) 24,575 (13,474) (67,608) (81,082) (104,434) (185,516) 3,250 (63,573) (60,323) (245,839) (8,419) (254,258) (11,984) (242,274) HK(6.22) cents |
|---|---|---|
9
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2018
| Loss for the year Other comprehensive (expense)/income for the year, net of tax – Items that will not be reclassified subsequently to income statement: Remeasurement of defined benefit plans Revaluation surplus of properties Revaluation deficit of financial assets at fair value through other comprehensive income Share of revaluation surplus through other comprehensive income from an associated company – Items that may be subsequently reclassified to income statement: Revaluation surplus of available-for-sale financial assets Recycle of available-for-sale financial assets reserve Share of revaluation surplus through other comprehensive income from an associated company Exchange translation differences Total comprehensive (expense)/income for the year Total comprehensive (expense)/income for the year attributable to: – Non-controlling interests – Equity holders of the Company |
2018 HK$’000 (161,776) 2,144 14,625 (25,687) 11,515 2,597 – – – (38,075) (38,075) (35,478) (197,254) (5,267) (191,987) |
2017 HK$’000 (254,258) 6,292 – – – 6,292 301,488 (9,883) 103,966 32,574 428,145 434,437 180,179 42,241 137,938 |
|---|---|---|
10
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2018
| Note ASSETS AND LIABILITIES Non-current assets Fixed assets Investment properties Goodwill Other intangible assets Investments accounted for using the equity method 4 Financial assets at fair value through other comprehensive income Available-for-sale financial assets Deferred tax assets Pension assets Other non-current assets Current assets Inventories Trade and other receivables 10 Restricted cash Cash and cash equivalents Current liabilities Trade and other payables 11 Taxation payable Long-term bank loans – current portion Short-term bank loans Net current assets Total assets less current liabilities |
2018 HK$’000 44,297 21,649 578,363 128,120 1,259,461 446,984 – 48,369 2,066 3,428 2,532,737 103,198 544,610 5,282 386,064 1,039,154 584,845 21,532 38,130 38,130 682,637 356,517 2,889,254 |
2017 HK$’000 46,547 – 580,556 129,651 1,333,592 – 357,642 39,999 – 3,497 |
|---|---|---|
| 2,491,484 | ||
| 121,490 513,641 7,099 423,457 |
||
| 1,065,687 | ||
| 559,101 19,317 39,195 39,195 |
||
| 656,808 | ||
| 408,879 | ||
| 2,900,363 |
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CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2018
| Note Non-current liabilities Deferred tax liabilities Long-term bank loans – non-current portion Pension obligations Net assets EQUITY Equity attributable to the Company’s equity holders Share capital Deficits Own shares held Non-controlling interests Total equity |
2018 HK$’000 14,326 2,845,813 28,606 2,888,745 509 395,852 (733,307) (6,244) (343,699) 344,208 509 |
2017 HK$’000 8,566 2,782,835 31,478 2,822,879 77,484 389,328 (659,796) (6,244) (276,712) 354,196 77,484 |
|---|---|---|
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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2018
| Balance at 31 December 2017 Change in accounting policies Restated balance at 1 January 2018 Comprehensive income: Loss for the year Other comprehensive income: Remeasurement of defined benefit plans Revaluation surplus of properties Revaluation (deficit)/surplus of financial assets at fair value through other comprehensive income Share of revaluation surplus through other comprehensive income from an associated company Exchange translation differences Total comprehensive (expense)/income for the year ended 31 December 2018 Issuance of shares Transactions with equity holders: Dividends paid to non-controlling interests Deconsolidation of subsidiaries Transfer to general reserve Transactions with equity holders Balance at 31 December 2018 |
Attributable to equity holders of the Company | Attributable to equity holders of the Company | Attributable to equity holders of the Company | Total shareholders’ deficits HK$’000 (276,712) – (276,712) (158,623) 2,281 14,625 (28,648) 10,364 (31,986) (191,987) 125,000 – – – – (343,699) |
Non- controlling interests HK$’000 354,196 – 354,196 (3,153) (137) – 2,961 1,151 (6,089) (5,267) – (9,121) 4,400 – (4,721) 344,208 |
Total equity HK$’000 77,484 – |
|||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Share capital Own shares held HK$’000 HK$’000 389,328 (6,244) – – 389,328 (6,244) – – – – – – – – – – – – – – 6,524 – – – – – – – – – 395,852 (6,244) |
Share premium HK$’000 3,625,981 – 3,625,981 – – – – – – – 118,476 – – – – 3,744,457 |
Capital reserve Capital redemption reserve HK$’000 HK$’000 (75,079) 776 – – (75,079) 776 – – – – – – – – – – – – – – – – – – – – – – – – (75,079) 776 |
General reserve HK$’000 161,668 – 161,668 – – – – – – – – – – 4,179 4,179 165,847 |
Fair value through other comprehensive income reserve HK$’000 – 345,963 345,963 – – – (28,648) 10,364 – (18,284) – – – – – 327,679 |
Available- for-sale financial assets reserve HK$’000 364,355 (364,355) – – – – – – – – – – – – – – |
Properties revaluation reserve HK$’000 – – – – – 14,625 – – – 14,625 – – – – – 14,625 |
Exchange reserve HK$’000 716,197 – 716,197 – – – – – (31,986) (31,986) – – – – – 684,211 |
Other reserve HK$’000 6,096 – 6,096 – – – – – – – – – – – – 6,096 |
Accumulated losses HK$’000 (5,459,790) 18,392 (5,441,398) (158,623) 2,281 – – – – (156,342) – – – (4,179) (4,179) (5,601,919) |
||||
| 77,484 | |||||||||||||
| (161,776) 2,144 14,625 (25,687) 11,515 (38,075) |
|||||||||||||
| (197,254) | |||||||||||||
| 125,000 | |||||||||||||
| (9,121) 4,400 – |
|||||||||||||
| (4,721) | |||||||||||||
| 509 |
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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2018
| Balance at 1 January 2017 Comprehensive income: Loss for the year Other comprehensive income: Remeasurement of defined benefit plans Revaluation surplus on available-for-sale financial assets Recycle of available-for-sale financial assets reserve Share of revaluation surplus through other comprehensive income from an associated company Exchange translation differences Total comprehensive income/(expense) for the year ended 31 December 2017 Transactions with equity holders: Dividends paid to non-controlling interests Disposal of subsidiaries Acquisition of additional interests in a subsidiary Transfer to general reserve Transactions with equity holders Balance at 31 December 2017 |
Attr | ibutable to equity holders of | ibutable to equity holders of | the Company | the Company | Total shareholders’ deficits HK$’000 (414,625) (242,274) 6,000 269,650 (9,883) 93,571 20,874 137,938 – – (25) – (25) (276,712) |
Non- controlling interests HK$’000 314,653 (11,984) 292 31,838 – 10,395 11,700 42,241 (840) (1,883) 25 – (2,698) 354,196 |
Total equity/ (deficit) HK$’000 (99,972) |
||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Share capital HK$’000 389,328 – – – – – – – – – – – – 389,328 |
Own shares held HK$’000 (6,244) – – – – – – – – – – – – (6,244) |
Share premium HK$’000 3,625,981 – – – – – – – – – – – – 3,625,981 |
Capital reserve HK$’000 (75,054) – – – – – – – – – (25) – (25) (75,079) |
Capital redemption reserve HK$’000 776 – – – – – – – – – – – – 776 |
General reserve HK$’000 158,410 – – – – – – – – – – 3,258 3,258 161,668 |
Available- for-sale financial assets reserve HK$’000 11,017 – – 269,650 (9,883) 93,571 – 353,338 – – – – – 364,355 |
Exchange reserve HK$’000 695,323 – – – – – 20,874 20,874 – – – – – 716,197 |
Other reserve Accumulated losses HK$’000 HK$’000 6,096 (5,220,258) – (242,274) – 6,000 – – – – – – – – – (236,274) – – – – – – – (3,258) – (3,258) 6,096 (5,459,790) |
||||
| (254,258) 6,292 301,488 (9,883) 103,966 32,574 |
||||||||||||
| 180,179 | ||||||||||||
| (840) (1,883) – – |
||||||||||||
| (2,723) | ||||||||||||
| 77,484 |
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1 Basis of preparation
The financial information is extracted from the Group’s audited consolidated financial statements, which have been prepared in accordance with Hong Kong Financial Reporting Standards (“HKFRS”) issued by the Hong Kong Institute of Certified Public Accountants (“HKICPA”) and the disclosure requirements of Appendix 16 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”). The consolidated financial statements have been prepared under the historical cost convention except that financial assets at fair value through other comprehensive income (“FVOCI”) (2017: Available-for-sale financial assets are stated at fair value unless fair value cannot be reliably measured), defined benefit plan assets, investment properties and investments accounted for using the equity method, of which the retained interests are remeasured to the fair value at the date when the Group lost control in the subsidiaries which became investments accounted for using the equity method of the Group.
The preparation of consolidated financial statements in conformity with HKFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies.
In preparing these consolidated financial statements, the Group has taken into account all information that could reasonably be expected to be available and has ascertained that the Group has obtained adequate financial resources to support the Group to continue in operational existence for the foreseeable future. The Group also has undrawn banking facilities guaranteed by one of its substantial shareholders. Accordingly, the Group has prepared these consolidated financial statements on a going concern basis.
In the current year, the Group has adopted all the new standards, amendments to standards and interpretations issued by the HKICPA that are relevant to the Group’s operations and mandatory for annual periods beginning 1 January 2018.
Except as described below, the adoption of these new standards, amendments to standards and interpretations does not have a material impact on the Group’s accounting policies.
(a) New standards and amendments to standards
A number of new standards and amendments to standards became applicable for the current reporting period. The Group has changed its accounting policies as a result of adopting the following standards:
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HKFRS 9 Financial Instruments
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HKFRS 15 Revenue from Contracts with Customers
The impact of the adoption of these standards and the new accounting policies are disclosed below.
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1 Basis of preparation (Continued)
(b) Effect of the adoption of the new standards and amendments to standards
The following tables show the impact on each individual line item. Line items that were not affected by the changes have not been included.
Consolidated statement of financial position (extract)
| As at | ||||
|---|---|---|---|---|
| 31 December | Impact | Impact | As at | |
| 2017 | on initial | on initial | 1 January | |
| As originally | adoption of | adoption of | 2018 | |
| presented | HKFRS 9 | HKFRS 15 | Restated | |
| HK$’000 | HK$’000 | HK$’000 | HK$’000 | |
| Non-current assets | ||||
| Financial assets at fair value | ||||
| through other | ||||
| comprehensive income | ||||
| (“FVOCI”) | – | 357,642 | – | 357,642 |
| Available-for-sale financial | ||||
| assets | 357,642 | (357,642) | – | – |
| Current assets | ||||
| Inventories | 121,490 | – | (11,266) | 110,224 |
| Trade and other receivables | 513,641 | – | 40,130 | 553,771 |
| Current liabilities | ||||
| Trade and other payables | 559,101 | – | 28,864 | 587,965 |
Consolidated income statement (extract)
| Year ended | |||||
|---|---|---|---|---|---|
| 31 December | |||||
| 2018 | |||||
| without | |||||
| adoption of | Impact | Impact | Year ended | ||
| HKFRS 9 | on adoption | on adoption | 31 December | ||
| and 15 | of HKFRS 9 | of | HKFRS 15 | 2018 | |
| HK$’000 | HK$’000 | HK$’000 | HK$’000 | ||
| Revenue | 961,997 | – | (17,912) | 944,085 | |
| Cost of sales | (560,051) | – | 14,062 | (545,989) | |
| Selling and marketing | |||||
| expenses | (164,300) | – | 3,850 | (160,450) |
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2 Turnover, revenue and segment information
The Group has five reportable operating segments:
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E-Commerce Group – provision of services to users using the mobile and Internet-based marketplace and provision of technical services for e-commerce operations.
-
Mobile Internet Group – provision of mobile Internet services, online advertising and commercial enterprise solutions.
-
Social Network Group – provision of services of online community and social networking websites and related online advertising.
-
Publishing Group – magazine and book publishing and circulation, sales of advertising and other related products.
-
Advertising Group – advertising sales of outdoor media assets and provision of outdoor media services; provision of media sales, event production and marketing services.
Sales between segments are carried out at arm’s length.
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2 Turnover, revenue and segment information (Continued)
The segment results for the year ended 31 December 2018 are as follows:
| Gross segment revenue Inter-segment revenue Net revenue from external customers Timing of revenue recognition: At a point in time Over time Segment profit/(loss) before amortisation and depreciation Amortisation and depreciation Segment profit/(loss) Other material item: Share of profits less losses of investments accounted for using the equity method Finance costs: Finance income (note a) Finance expenses (note a) Segment profit/(loss) before taxation Unallocated corporate expenses Loss before taxation Expenditure for operating segment non-current assets Unallocated expenditure for non-current assets Total expenditure for non-current assets |
Year ended 31 December 2018 | Year ended 31 December 2018 | Year ended 31 December 2018 | Year ended 31 December 2018 | Year ended 31 December 2018 | |||
|---|---|---|---|---|---|---|---|---|
| Technology Platform and Investments E-Commerce Group Mobile Internet Group Social Network Group Sub-total HK$’000 HK$’000 HK$’000 HK$’000 9,299 19,267 74,231 102,797 – – (1,088) (1,088) 9,299 19,267 73,143 101,709 219 14,567 73,143 87,929 9,080 4,700 – 13,780 9,299 19,267 73,143 101,709 (7,183) 2,222 4,065 (896) – (1,067) (2,213) (3,280) (7,183) 1,155 1,852 (4,176) (83,901) 11 – (83,890) 4 2,102 10 2,116 – – (88) (88) 4 2,102 (78) 2,028 (91,080) 3,268 1,774 (86,038) – 202 2,694 2,896 |
Media Business | Sub-total HK$’000 843,100 (724) 842,376 726,242 116,134 842,376 170,948 (121,589) 49,359 2,200 5,361 (2,787) 2,574 54,133 126,061 |
Total HK$’000 945,897 (1,812) |
|||||
| E-Commerce Group HK$’000 9,299 – 9,299 219 9,080 9,299 (7,183) – (7,183) (83,901) 4 – 4 (91,080) – |
Mobile Internet Group HK$’000 19,267 – 19,267 14,567 4,700 19,267 2,222 (1,067) 1,155 11 2,102 – 2,102 3,268 202 |
Social Network Group HK$’000 74,231 (1,088) 73,143 73,143 – 73,143 4,065 (2,213) 1,852 – 10 (88) (78) 1,774 2,694 |
Publishing Group HK$’000 784,552 – 784,552 714,204 70,348 784,552 172,828 (119,122) 53,706 2,200 4,477 (2,787) 1,690 57,596 125,949 |
Advertising Group HK$’000 58,548 (724) 57,824 12,038 45,786 57,824 (1,880) (2,467) (4,347) – 884 – 884 (3,463) 112 |
||||
| 944,085 | ||||||||
| 814,171 129,914 |
||||||||
| 944,085 | ||||||||
| 170,052 (124,869) |
||||||||
| 45,183 | ||||||||
| (81,690) | ||||||||
| 7,477 (2,875) |
||||||||
| 4,602 | ||||||||
| (31,905) (125,407) |
||||||||
| (157,312) | ||||||||
| 128,957 16 |
||||||||
| 128,973 |
Note (a):
Inter-segment interest income and inter-segment interest expenses amounted to HK$4,109,000 and HK$3,000 were included in the finance income and finance expenses respectively.
18
2 Turnover, revenue and segment information (Continued)
The segment assets and liabilities at 31 December 2018 are as follows:
| Segment assets Investments accounted for using the equity method Unallocated assets Total assets Segment liabilities Unallocated liabilities: Corporate liabilities Current taxation Deferred taxation Borrowings Total liabilities |
As at 31 December 2018 | As at 31 December 2018 | |
|---|---|---|---|
| Technology Platform and Investments E-Commerce Group Mobile Internet Group Social Network Group Sub-total HK$’000 HK$’000 HK$’000 HK$’000 85,985 636,930 46,379 769,294 1,249,762 5,386 – 1,255,148 22,369 48,175 19,198 89,742 |
Media Business Publishing Group Advertising Group Sub-total HK$’000 HK$’000 HK$’000 1,298,605 146,730 1,445,335 4,313 – 4,313 397,879 48,717 446,596 |
Total HK$’000 2,214,629 1,259,461 97,801 |
|
| 3,571,891 | |||
| 536,338 77,113 21,532 14,326 2,922,073 |
|||
| 3,571,382 |
19
2 Turnover, revenue and segment information (Continued)
The segment results for the year ended 31 December 2017 are as follows:
| Gross segment revenue Inter-segment revenue Net revenue from external customers Timing of revenue recognition: At a point in time Over time Segment profit/(loss) before amortisation and depreciation Amortisation and depreciation Segment profit/(loss) Other material items: Provision for impairment of goodwill and other assets Share of profits less losses of investments accounted for using the equity method Finance costs: Finance income (note a) Finance expenses (note a) Segment profit/(loss) before taxation Unallocated corporate expenses Loss before taxation Expenditure for operating segment non-current assets Unallocated expenditure for non-current assets Total expenditure for non-current assets |
Year ended 31 December 2017 | Year ended 31 December 2017 | Year ended 31 December 2017 | Year ended 31 December 2017 | Year ended 31 December 2017 | |||
|---|---|---|---|---|---|---|---|---|
| Technology Platform and Investments E-Commerce Group Mobile Internet Group Social Network Group Sub-total HK$’000 HK$’000 HK$’000 HK$’000 8,893 21,196 77,550 107,639 – – (1,555) (1,555) 8,893 21,196 75,995 106,084 699 17,700 75,995 94,394 8,194 3,496 – 11,690 8,893 21,196 75,995 106,084 2,160 (4,710) 8,489 5,939 – (1,295) (2,060) (3,355) 2,160 (6,005) 6,429 2,584 (20,441) (12,243) – (32,684) (108,040) 1,207 – (106,833) (128,481) (11,036) – (139,517) 4 1,960 26 1,990 – – (38) (38) 4 1,960 (12) 1,952 (126,317) (15,081) 6,417 (134,981) – 2,691 2,112 4,803 |
Media Business | Sub-total HK$’000 855,152 (723) 854,429 701,706 152,723 854,429 141,409 (122,033) 19,376 (34,924) 2,399 (32,525) 5,800 (3,227) 2,573 (10,576) 153,079 |
Total HK$’000 962,791 (2,278) |
|||||
| E-Commerce Group HK$’000 8,893 – 8,893 699 8,194 8,893 2,160 – 2,160 (20,441) (108,040) (128,481) 4 – 4 (126,317) – |
Mobile Internet Group HK$’000 21,196 – 21,196 17,700 3,496 21,196 (4,710) (1,295) (6,005) (12,243) 1,207 (11,036) 1,960 – 1,960 (15,081) 2,691 |
Social Network Group HK$’000 77,550 (1,555) 75,995 75,995 – 75,995 8,489 (2,060) 6,429 – – – 26 (38) (12) 6,417 2,112 |
Publishing Group HK$’000 763,124 (18) 763,106 685,208 77,898 763,106 155,761 (110,905) 44,856 – 2,399 2,399 4,974 (3,227) 1,747 49,002 153,049 |
Advertising Group HK$’000 92,028 (705) 91,323 16,498 74,825 91,323 (14,352) (11,128) (25,480) (34,924) – (34,924) 826 – 826 (59,578) 30 |
||||
| 960,513 | ||||||||
| 796,100 164,413 |
||||||||
| 960,513 | ||||||||
| 147,348 (125,388) |
||||||||
| 21,960 | ||||||||
| (67,608) (104,434) |
||||||||
| (172,042) | ||||||||
| 7,790 (3,265) |
||||||||
| 4,525 | ||||||||
| (145,557) (100,282) |
||||||||
| (245,839) | ||||||||
| 157,882 24 |
||||||||
| 157,906 |
Note (a):
Inter-segment interest income and inter-segment interest expenses amounted to HK$4,553,000 and HK$38,000 were included in the finance income and finance expenses respectively.
20
2 Turnover, revenue and segment information (Continued)
The segment assets and liabilities at 31 December 2017 are as follows:
| Segment assets Investments accounted for using the equity method Unallocated assets Total assets Segment liabilities Unallocated liabilities: Corporate liabilities Current taxation Deferred taxation Borrowings Total liabilities |
As at 31 December 2017 | As at 31 December 2017 | |
|---|---|---|---|
| Technology Platform and Investments E-Commerce Group Mobile Internet Group Social Network Group Sub-total HK$’000 HK$’000 HK$’000 HK$’000 85,181 629,769 45,344 760,294 1,322,629 6,063 – 1,328,692 23,736 61,342 19,279 104,357 |
Media Business Publishing Group Advertising Group Sub-total HK$’000 HK$’000 HK$’000 1,249,684 166,177 1,415,861 4,900 – 4,900 354,443 59,542 413,985 |
Total HK$’000 2,176,155 1,333,592 47,424 |
|
| 3,557,171 | |||
| 518,342 72,237 19,317 8,566 2,861,225 |
|||
| 3,479,687 |
The unallocated assets represent the corporate assets. The unallocated liabilities represent the corporate liabilities in addition to operating segment taxation payable, deferred tax liabilities and borrowings which are managed on a central basis.
21
3 Provision for impairment of goodwill and other assets
| Provision for impairment of goodwill and other assets | ||
|---|---|---|
| Provision for impairment in respect of: Goodwill (note a) An available-for-sale financial asset (note b) Fixed and intangible assets (note c) |
2018 HK$’000 – – – – |
2017 HK$’000 45,097 12,243 10,268 |
| 67,608 |
Notes:
-
(a) The provision for impairment of goodwill made for the year ended 31 December 2017 was related to certain outdoor media operations under the Advertising Group and the customer-to-customer (“C2C”) marketplace business under the E-Commerce Group. The provision for impairment of goodwill was made with reference to the reduced estimated recoverable values of certain cash-generating units in the above-mentioned segments. The estimated recoverable values were determined based on higher of value-in-use calculation according to financial budgets approved by management or fair value less costs of disposal calculation.
-
(b) The provision for impairment of an available-for-sale financial asset held by the Mobile Internet Group for the year ended 31 December 2017 was made with reference to the reduced estimated recoverable value. The estimated recoverable value was determined based on the fair value less costs of disposal of the relevant asset.
-
(c) The provision for impairment of certain fixed and intangible assets of an outdoor media operation under the Advertising Group for the year ended 31 December 2017 was made with reference to the reduced estimated recoverable value of the relevant cash-generating unit. The estimated recoverable value was determined based on the fair value less costs of disposal.
22
4 Investments accounted for using the equity method
The amounts recognised in the consolidated statement of financial position are as follows:
| 2018 | 2017 | |||
|---|---|---|---|---|
| HK$’000 | HK$’000 | |||
| Associated companies, as at | 31 | December | 1,259,461 | 1,333,592 |
The share of net losses recognised in the consolidated income statement are as follows:
| 2018 | 2017 | |||
|---|---|---|---|---|
| HK$’000 | HK$’000 | |||
| Associated companies, for the year ended | 31 | December | (81,690) | (104,434) |
Note:
In June 2016, the shareholders of Ule Holdings Limited (“Ule Holdings”), a material associated company of the Group, resolved the launch of share incentive options of Ule Holdings (“Ule Share Incentive Options”). Under the Ule Share Incentive Options, a total of 100,000,000 ordinary shares (based on the current par value of US$0.00001 each) were reserved, of which 43.71% of the Ule Share Incentive Options representing 43,711,860 shares (“Ule Major Shareholder Options”) were approved to be granted to one of Ule Holdings’ major shareholders (“Ule Major Shareholder”), subject to the completion of a deed (“Deed”) signed by Ule Holdings and all of its shareholders, and the remaining 56.29% of the Ule Share Incentive Options representing 56,288,140 shares (“Ule Other Options”) were approved to be granted to directors, employees and consultants of Ule and such other persons contributing to Ule, subject to determination of the details of Ule Other Options by the Ule remuneration committee (“Ule Committee”).
As at 31 December 2018, if the Ule Share Incentive Options were granted, fully vested and exercised, Ule Holdings would be held as to 43.08%, 38.75%, 13.18% and 4.99% by Ule Major Shareholder, a non-wholly owned subsidiary of the Group, certain investors and holders of Ule Other Options respectively on a fully diluted basis.
In June 2016, the Deed was signed by Ule Holdings, the Ule Major Shareholder and remaining shareholders of Ule Holdings, under which it was mutually agreed that Ule Holdings granted Ule Major Shareholder Options to the Ule Major Shareholder for its contributions to Ule’s business over the past years. The Ule Major Shareholder Options granted to the Ule Major Shareholder are only exercisable upon the completion of a qualified initial public offering (“Qualified IPO”) of Ule Holdings. The exercise price of each Ule Major Shareholder Option is at the par value of each share on the exercise date. The Deed will be terminated if the Qualified IPO of Ule Holdings is not completed within 10 years from the date of the Deed. As at 31 December 2018 and 2017, Ule Major Shareholder Options are not yet exercisable as the Qualified IPO has not occurred.
In October 2017, a total of 4,765,000 options under the Ule Other Options were granted. The options that were granted carried a Qualified IPO performance of Ule Holdings and service condition that affect vesting. As at 31 December 2018, the Qualified IPO performance condition is yet to be satisfied. As the options only vest upon a Qualified IPO, Ule Holdings did not recognise any share-based compensation expense for the year then ended. No outstanding options granted under the Ule Other Options were vested as at 31 December 2018. All the outstanding options will be expired in October 2027.
23
5 Loss before net finance costs and taxation
Loss before net finance costs and taxation is stated after charging/crediting the following:
| Charging: Depreciation Amortisation of other intangible assets Provision for impairment of goodwill (note 3) Provision for impairment of fixed assets (note 3) Provision for impairment of other intangible assets (note 3) Provision for impairment of an available-for-sale financial asset (notes 3) Loss on disposal of fixed assets Exchange loss, net Crediting: Dividend income from financial assets at FVOCI Dividend income from available-for-sale financial assets Dividend income from a former subsidiary Gain on disposal of a former subsidiary (note a) Gain on deconsolidation of subsidiaries Gain on disposal of subsidiaries (note b) Gain on disposal of an associated company Recovery of an investment (note c) Recovery from a previously fully written off receivable of discontinued operations Reversal of over-accrued provision for closure costs Gain on disposal of fixed assets Exchange gain, net |
2018 HK$’000 18,879 106,959 – – – – – 6,224 815 – – 3,660 3,626 – 1,019 – 2,736 – 146 – |
2017 HK$’000 26,203 101,216 45,097 10,013 255 12,243 29 – |
|---|---|---|
| – 1,406 4,789 – – 1,895 – 14,805 – 1,573 – 136 |
Notes:
-
(a) In December 2017, a subsidiary of the Advertising Group entered into an agreement to dispose its entire interests in a former subsidiary (“Entity”) which engages in outdoor media business at a consideration of RMB3,000,000 (approximately HK$3,660,000). The disposal of the entire equity interest in the Entity was completed in January 2018. Accordingly, a gain on disposal of approximately HK$3,660,000 was recognised in the consolidated income statement for the year ended 31 December 2018.
-
(b) In March 2017, a subsidiary of the Advertising Group entered into an agreement to dispose its entire interests in two subsidiaries engaging in outdoor media business in Shandong, at a consideration of RMB1,000,000 (approximately HK$1,130,000). Upon the disposal of equity interests in the two subsidiaries, a consideration payable of RMB2,500,000 (approximately HK$2,825,000) was written back. As a result, a gain on disposal amounting to approximately HK$1,186,000 (include the write-back of consideration payable) was recognised in the consolidated income statement for the year ended 31 December 2017.
24
5 Loss before net finance costs and taxation (Continued)
Notes: (Continued)
- (b) (Continued)
In December 2017, a subsidiary of the Publishing Group entered into an agreement to dispose its 80% interest in a subsidiary engaging in online games platform business in Taiwan, at a consideration of NT$15,000,000 (approximately HK$3,920,000). Upon completion of the partial disposal of the subsidiary, that subsidiary became an associated company of the Group. A gain on partial disposal amounting to approximately HK$709,000 was recognised in the consolidated income statement for the year ended 31 December 2017.
- (c) The amount represented the cash recovery of an investment in December 2017, net of the carrying value of the investment. After the recovery, the carrying value of that investment became nil.
6 Finance costs, net
| Interest and borrowing costs on bank loans Bank interest income |
2018 HK$’000 (72,098) 3,383 (68,715) |
2017 HK$’000 (63,573) 3,250 (60,323) |
|---|---|---|
7 Taxation
Hong Kong profits tax has been provided for at the rate of 16.5% (2017: 16.5%) on the estimated assessable profits for the year. Taxation on overseas profits has been calculated on the estimated assessable profits for the year at the rates of taxation prevailing in the countries in which the Group operates.
The amount of taxation charged to the consolidated income statement represents:
| Overseas taxation Under-provision in prior years Deferred taxation Taxation charge |
2018 HK$’000 11,596 1,125 (8,257) 4,464 |
2017 HK$’000 8,767 820 (1,168) 8,419 |
|---|---|---|
8 Dividends
No dividends had been paid or declared by the Company during the year (2017: Nil).
25
9 Loss per share
(a) Basic
The calculation of basic loss per share is based on consolidated loss attributable to equity holders of the Company of HK$158,623,000 (2017: HK$242,274,000) and the weighted average of 3,904,352,421 (2017: 3,893,270,558) ordinary shares in issue during the year.
(b) Diluted
Diluted loss per share is equal to the basic loss per share for the year ended 31 December 2018 (2017: Same).
10 Trade and other receivables
| Trade and other receivables | ||
|---|---|---|
| Trade receivables Prepayments, deposits and other receivables |
2018 HK$’000 274,998 269,612 544,610 |
2017 HK$’000 246,964 266,677 |
| 513,641 |
The Group has established credit policies for customers in each of its businesses. The average credit period granted for trade receivables ranges from 30 to 180 days. The Group’s turnover is determined in accordance with terms specified in the contracts governing the relevant transactions. The carrying values of trade and other receivables approximate their fair values.
As at 31 December 2018 and 2017, the ageing analyses of the Group’s trade receivables were as follows:
| Current 31 – 60 days 61 – 90 days Over 90 days Less: Provision for impairment |
2018 HK$’000 116,765 70,587 42,009 105,280 334,641 (59,643) 274,998 |
2017 HK$’000 82,812 77,891 41,310 108,128 |
|---|---|---|
| 310,141 (63,177) |
||
| 246,964 |
26
11 Trade and other payables
| Trade and other payables | ||
|---|---|---|
| Trade payables Other payables and accruals, and receipt in advance Contract liabilities |
2018 HK$’000 137,971 310,306 136,568 584,845 |
2017 HK$’000 142,251 416,850 – |
| 559,101 |
The carrying values of trade and other payables approximate their fair values.
As at 31 December 2018 and 2017, the ageing analyses of the Group’s trade payables were as follows:
| Current 31 – 60 days 61 – 90 days Over 90 days |
2018 HK$’000 50,987 14,601 8,627 63,756 137,971 |
2017 HK$’000 45,917 16,745 7,290 72,299 |
|---|---|---|
| 142,251 |
27
REVIEW OF FINANCIAL STATEMENTS
The Audit Committee of the Company has reviewed the consolidated financial statements of the Group for the year ended 31 December 2018. The figures in respect of the preliminary announcement of the Group’s results for the year ended 31 December 2018 have been agreed by the Group’s auditor, PricewaterhouseCoopers, to the amounts set out in the Group’s audited consolidated financial statements for the year. The work performed by PricewaterhouseCoopers in this respect did not constitute an assurance engagement in accordance with Hong Kong Standards on Auditing, Hong Kong Standards on Review Engagements or Hong Kong Standards on Assurance Engagements issued by the Hong Kong Institute of Certified Public Accountants and consequently no assurance has been expressed by PricewaterhouseCoopers on the preliminary announcement.
CORPORATE GOVERNANCE CODE
The Company has complied with all the code provisions of the Corporate Governance Code throughout the year ended 31 December 2018, save and except Code Provisions A.5 which is with respect to the nomination committee.
The Company has considered the merits of establishing a nomination committee but is of the view that it is in the best interests of the Company that the Board collectively reviews, deliberates on and approves the structure, size and composition of the Board and the appointment of any new Director. The Board is tasked with ensuring that it has a balanced composition of skills, experience and expertise appropriate for the requirements of the businesses of the Group, with due regard to the benefits of diversity on the Board, and that appropriate individuals with the relevant expertise and leadership qualities are appointed to the Board to complement the capabilities of the existing Directors. In addition, the Board as a whole is also responsible for reviewing the succession plan for the Directors.
MODEL CODE FOR SECURITIES TRANSACTIONS BY DIRECTORS
The Company has adopted the Model Code as the Group’s code of conduct regarding Directors’ securities transactions. In response to specific enquiry made with the Directors, all Directors confirmed that they have complied with the required standard as set out in the Model Code during the year ended 31 December 2018.
PURCHASE, SALE OR REDEMPTION OF SECURITIES
During the year ended 31 December 2018, neither the Company nor any of its subsidiaries has purchased or sold any of the Company’s listed shares. In addition, the Company has not redeemed any of its listed shares during the year.
28
PAST PERFORMANCE AND FORWARD-LOOKING STATEMENTS
The performance and the results of operations of the Group contained in this announcement are historical in nature, and past performance is no guarantee of the future results of the Group. Any forward-looking statements and opinions contained in this announcement are based on current plans, estimates and projections, and therefore involve risks and uncertainties. Actual results may differ materially from expectations discussed in such forward-looking statements and opinions. The Group, the Directors, employees and agents of the Group assume (a) no obligation to correct or update the forward-looking statements or opinions contained in this announcement; and (b) no liability in the event that any of the forward-looking statements or opinions do not materialise or turn out to be incorrect.
29
DEFINITIONS
-
“Associates” has the meaning ascribed to it in the Listing Rules “Alexa” means Alexa Internet, Inc., a company incorporated in the United States
-
“B2B” means business-to-business “Board” means the board of Directors “China Post” means China Post Group Limited, a state-owned enterprise of the PRC, and its subsidiaries (its subsidiary Telpo Philatelic Company Limited is the entity that is the shareholder of Ule)
-
“Company” or “TOM” means TOM Group Limited, an exempted company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 2383)
-
“Corporate Governance means the Corporate Governance Code sets out in Code” Appendix 14 to the Listing Rules
-
“Director(s)” means the director(s) of the Company “GMV” means Gross Merchandise Value, the total value of all orders handled or processed through Ule Group’s platform which includes multiple websites, mobile applications and PC applications, regardless of whether the orders are consummated, goods and services returned or not
-
“Group” or “TOM Group” means the Company and its subsidiaries
-
“Listing Rules” means the Rules Governing the Listing of Securities on the Stock Exchange
-
“Mainland China” or “PRC” means The People’s Republic of China, excluding Hong Kong, Macau and Taiwan
-
“Media Business” means two reportable operating segments of Publishing Group and Advertising Group
-
“Model Code” means Model Code for Securities Transactions by Directors of Listed Issuers contained in Appendix 10 to the Listing Rules
30
“Rubikloud” means Rubikloud Technologies Inc., a corporation incorporated in Canada
“SFO” means the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong “Stock Exchange” means The Stock Exchange of Hong Kong Limited
“Technology Platform and means three reportable operating segments of Investments” E-Commerce Group, Social Network Group and Mobile Internet Group; and investments in Fintech and Advanced data Analytics sectors
-
“Ule” or “Ule Group” means Ule Holdings Limited or Ule Holdings Limited and its subsidiaries, a material associate of the Company which undertakes an e-Commerce business in PRC and from time to time raises funds for its growing business
-
“WeLab” means WeLab Holdings Limited, a BVI business company incorporated in the British Virgin Islands with limited liability
As at the date hereof, the directors of the Company are:
Executive Director: Non-executive Directors: Independent Non-executive Directors: Mr. Yeung Kwok Mung Mr. Frank Sixt (Chairman) Mr. Henry Cheong Ms. Debbie Chang Mr. James Sha Mrs. Angelina Lee Mr. Albert Ip
Alternate Director: Mr. Dominic Lai (Alternate to Mr. Frank Sixt)
31