UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of April 2022
Commission File Number: 001-36206
BIT Mining Limited
Units 813 & 815, Level 8, Core F,
Cyberport 3, 100 Cyberport Road,
Hong Kong
(852) 5987 5938
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ¨ No x
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): N/A
EXPLANATORY NOTE
The documents attached as exhibits 99.1 and 99.2 to this Form 6-K are hereby incorporated by reference into the Registrant’s Registration Statement on Form F-3, as amended, initially filed with the U.S. Securities and Exchange Commission on July 30, 2021 (Registration No. 333-258329) and shall be a part thereof from the date on which this current report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.
TABLE OF CONTENTS
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
BIT Mining Limited | |||
By: |
/s/ Xianfeng Yang | ||
Name: | Xianfeng Yang | ||
Title: | Chief Executive Officer |
Date: April 25, 2022
Exhibit 99.1
LOTO INTERACTIVE LIMITED |
乐透互娱有限公司 |
AUDITED CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 DECEMBER 2021 |
ZHONGHUI ANDA CPA LIMITED |
中 匯 安 達 會 計 師 事 務 所 有 限 公 司 |
INDEPENDENT AUDITOR’S REPORT
TO THE DIRECTORS OF LOTO INTERACTIVE LIMITED
(Incorporated in the Cayman Islands with limited liability)
OPINION
We have audited the consolidated financial statements of Loto Interactive Limited (the “Company”) and its subsidiaries (collectively referred to as the “Group”) set out on pages 5 to 54, which comprise the consolidated statement of financial position as at 31 December 2021, and the consolidated statement of profit or loss and other comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.
In our opinion, the consolidated financial statements give a true and fair view of the consolidated financial position of the Group as at 31 December 2021, and of its consolidated financial performance and its consolidated cash flows for each of the year ended 31 December 2021 in accordance with International Financial Reporting Standards (“IFRSs”) issued by the International Accounting Standards Board (the “IASB”) and have been properly prepared in compliance with the disclosure requirements of the Hong Kong Companies Ordinance.
BASIS FOR OPINION
We conducted our audit in accordance with International Standards on Auditing (“ISAs”) issued by the International Auditing and Assurance Standards Board ("IAASB"). Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the International Ethics Standards Board for Accountants’ Code of Ethics (“IESBA Code”), and we have fulfilled our other ethical responsibilities in accordance with the IESBA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
KEY AUDIT MATTERS
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Property, plant and equipment |
Refer to note 16 to the consolidated financial statements. |
The Group tested the amount of property, plant and equipment for impairment. This impairment test is significant to our audit because the balance of property, plant and equipment of approximately HK$43,069,000 as at 31 December 2021 is material to the consolidated financial statements. In addition, the Group's impairment test involves application of judgement and is based on assumptions and estimates. |
2
Our audit procedures included, among others: | |
- Assessing the identification of the related cash generating units; | |
- Assessing the arithmetical accuracy of the value-in-use calculations; | |
- Comparing the actual cash flows with the cash flow projection; | |
- Assessing the reasonableness of the key assumptions (including revenue growth, profit margins, terminal growth rates and discount rates); and | |
- Checking input data to supporting evidence. | |
We consider that the Group's impairment test for property, plant and equipment is supported by the available evidence. |
Loan receivables | |
Refer to note 24 to the consolidated financial statements. | |
The Group tested the amount of loan receivables for impairment. This impairment test is significant to our audit because the balance of loan receviables of approximately HK$30,000,000 as at 31 December 2021 is material to the consolidated financial statements. In addition, the Group's impairment test involves application of judgement and is based on estimates. | |
Our audit procedures included, among others: | |
- Assessing the Group's relationship and transaction history with the borrower; | |
- Evaluating the Group's impairment assessment; | |
- Assessing ageing of the debts; | |
- Checking subsequent settlements from the borrowers; and | |
- Assessing the disclosure of the Group's exposure to credit risk in the consolidated financial statements. | |
We consider that the Group's impairment test for loan receivables is supported by the available evidence. | |
Trade receivables | |
Refer to note 25 to the consolidated financial statements. | |
The Group tested the amount of trade receivables for impairment. This impairment test is significant to our audit because the balance of trade receivables of approximately HK$10,125,000 as at 31 December 2021 is material to the consolidated financial statements. In addition, the Group’s impairment test involves application of judgement and is based on estimates. |
3
Our audit procedures included, among others: | |
- Assessing the Group’s procedures on granting credit limits and credit periods to customers; | |
- Assessing the Group’s relationship and transaction history with the customers; | |
- Evaluating the Group’s impairment assessment; | |
- Assessing ageing of the debts; | |
- Assessing creditworthiness of the customers; | |
- Checking subsequent settlements from the customers; and | |
- Assessing the disclosure of the Group’s exposure to credit risk in the consolidated financial statements. |
We consider that the Group’s impairment test for trade receivables is supported by the available evidence. | |
RESPONSIBILITIES OF DIRECTORS FOR THE CONSOLIDATED FINANCIAL STATEMENTS | |
The directors are responsible for the preparation of the consolidated financial statements that give a true and fair view in accordance with IFRSs issued by the IASB and the disclosure requirements of the Hong Kong Companies Ordinance, and for such internal control as the Directors determine is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. | |
In preparing the consolidated financial statements, the directors are responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so. | |
AUDITOR’S RESPONSIBILITY FOR THE AUDIT OF THE CONSOLIDATED FINANCIAL STATEMENTS | |
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. We report our opinion solely to you, as a body, and for no other purpose. We do not assume responsibility towards or accept liability to any other person for the contents of this report. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements. | |
As part of an audit in accordance with ISAs, we exercise professional judgement and maintain professional skepticism throughout the audit. We also: | |
- Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. the risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. | |
- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control. | |
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. |
4
- Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern. | |
- Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation. | |
- Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion. | |
We communicate with Audit and Compliance Committee regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. | |
We also provide Audit and Compliance Committee with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate treats of safeguards applied. | |
From the matters communicated with Audit and Compliance Committee, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. |
ZHONGHUI ANDA CPA Limited |
Certified Public Accountants |
Wan Ho Yuen |
Audit Engagement Director |
Practising Certificate Number P04309 |
Hong Kong, 23 March 2022 |
5
LOTO INTERACTIVE LIMITED |
乐透互娱有限公司 |
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME |
FOR THE YEAR ENDED 31 DECEMBER 2021 |
6
LOTO INTERACTIVE LIMITED | ||||||||
乐透互娱有限公司 | ||||||||
CONSOLIDATED STATEMENT OF FINANCIAL POSITION | ||||||||
AS AT 31 DECEMBER 2021 | ||||||||
2020 | 2021 | |||||||||
Notes | HK$'000 | HK$'000 | ||||||||
NON-CURRENT ASSETS | ||||||||||
Property, plant and equipment | 16 | 263,269 | 43,069 | |||||||
Right-of-use assets | 17 | 6,409 | 4,185 | |||||||
Goodwill | 18 | 11,703 | - | |||||||
Intangible assets | 19 | - | - | |||||||
Investments in associates | 21 | 2,431 | 3,698 | |||||||
Investment in a joint venture | 22 | - | - | |||||||
Equity investments at fair value through other comprehensive income | 23 | 5,057 | - | |||||||
Loan receivables | 24 | 30,000 | - | |||||||
318,869 | 50,952 | |||||||||
CURRENT ASSETS | ||||||||||
Loan receivables | 24 | - | 30,000 | |||||||
Trade receivables | 25 | 8,400 | 10,125 | |||||||
Prepayments, deposits and other receivables | 26 | 83,018 | 38,600 | |||||||
Cash and cash equivalents | 27 | 44,252 | 35,843 | |||||||
135,670 | 114,568 | |||||||||
CURRENT LIABILITIES | ||||||||||
Trade payables | 28 | 4,611 | 1,982 | |||||||
Accruals and other payables | 29 | 25,734 | 14,650 | |||||||
Lease liabilities | 30 | 3,360 | 5,851 | |||||||
Amount due to a related company | 31 | 467 | - | |||||||
Tax payable | 7,421 | 3,278 | ||||||||
41,593 | 25,761 | |||||||||
NET CURRENT ASSETS | 94,077 | 88,807 | ||||||||
TOTAL ASSETS LESS CURRENT LIABILITIES | 412,946 | 139,759 | ||||||||
NON-CURRENT LIABILITIES | ||||||||||
Lease liabilities | 30 | 3,236 | 2,758 | |||||||
3,236 | 2,758 | |||||||||
NET ASSETS | 409,710 | 137,001 | ||||||||
EQUITY | ||||||||||
Equity attributable to owners of the Company | ||||||||||
Share capital | 32 | 37,902 | 54,838 | |||||||
Reserves | 33 | 280,764 | 82,395 | |||||||
318,666 | 137,233 | |||||||||
Non-controlling interests | 91,044 | (232 | ) | |||||||
TOTAL EQUITY | 409,710 | 137,001 |
The consolidated financial statements on pages 5 to 54 were approved and authorised for issue by the board of directors on 23 March 2022 and are signed on its behalf by: | ||||||||
Approved by: | ||||||||
Yan Hao | Huang Lilan | |||||||
Director | Director |
7
LOTO INTERACTIVE LIMITED |
乐透互娱有限公司 |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY |
FOR THE YEAR ENDED 31 DECEMBER 2021 |
Attributable to owners of the Company | ||||||||||||||||||||||||||||||||||||||||
Issued capital | Share premium# | Share-based payment reserve# | Other reserve*# | Exchange reserve# | Equity investment revaluation reserve# | Accumulated losses# | Total | Non-controlling interests | Total equity | |||||||||||||||||||||||||||||||
HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | |||||||||||||||||||||||||||||||
At 1 January 2020 | 31,586 | 329,194 | 20,881 | (5,255 | ) | 3,692 | (12,570 | ) | (37,657 | ) | 329,871 | 12,876 | 342,747 | |||||||||||||||||||||||||||
(Loss)/Profit for the year | - | - | - | - | - | - | (46,767 | ) | (46,767 | ) | 3,512 | (43,255 | ) | |||||||||||||||||||||||||||
Other comprehensive income/(loss) for the year | - | - | - | - | 15,589 | (83 | ) | - | 15,506 | 1,138 | 16,644 | |||||||||||||||||||||||||||||
Total comprehensive income/(loss) for the year | - | - | - | - | 15,589 | (83 | ) | (46,767 | ) | (31,261 | ) | 4,650 | (26,611 | ) | ||||||||||||||||||||||||||
Issue of shares on placement (Note 32(b)) | 6,316 | 9,712 | - | - | - | - | - | 16,028 | - | 16,028 | ||||||||||||||||||||||||||||||
Equity-settled share-based payment expense (Note 34) | - | - | 4,028 | - | - | - | - | 4,028 | - | 4,028 | ||||||||||||||||||||||||||||||
Cancellation of share option scheme | - | - | (15,539 | ) | - | - | - | 15,539 | - | - | - | |||||||||||||||||||||||||||||
Non-controlling interests arising from increase in paid-up capital | - | - | - | - | - | - | - | - | 78,895 | 78,895 | ||||||||||||||||||||||||||||||
Loss on deregistration of subsidiaries | - | - | - | - | - | - | - | - | (5,377 | ) | (5,377 | ) | ||||||||||||||||||||||||||||
At 31 December 2020 | 37,902 | 338,906 | 9,370 | (5,255 | ) | 19,281 | (12,653 | ) | (68,885 | ) | 318,666 | 91,044 | 409,710 | |||||||||||||||||||||||||||
At 1 January 2021 | 37,902 | 338,906 | 9,370 | (5,255 | ) | 19,281 | (12,653 | ) | (68,885 | ) | 318,666 | 91,044 | 409,710 | |||||||||||||||||||||||||||
Loss for the year | - | - | - | - | - | - | (286,686 | ) | (286,686 | ) | (5,650 | ) | (292,336 | ) | ||||||||||||||||||||||||||
Other comprehensive income/(loss) for the year | - | - | - | - | 7,649 | 14,397 | - | 22,046 | (235 | ) | 21,811 | |||||||||||||||||||||||||||||
Total comprehensive income/(loss) for the year | - | - | - | - | 7,649 | 14,397 | (286,686 | ) | (264,640 | ) | (5,885 | ) | (270,525 | ) | ||||||||||||||||||||||||||
Issuance of shares on subscription (Note 32(c)) | 16,936 | 83,618 | - | - | - | - | - | 100,554 | - | 100,554 | ||||||||||||||||||||||||||||||
Purchase of non-controlling interests (Note 35(a)) | - | - | - | - | - | - | (18,966 | ) | (18,966 | ) | (85,391 | ) | (104,357 | ) | ||||||||||||||||||||||||||
Equity-settled share-based payment expense | - | - | 1,619 | - | - | - | - | 1,619 | - | 1,619 | ||||||||||||||||||||||||||||||
Disposal of equity investments at fair value through other comprehensive income | - | - | - | - | - | (1,744 | ) | 1,744 | - | - | - | |||||||||||||||||||||||||||||
At 31 December 2021 | 54,838 | 422,524 | 10,989 | (5,255 | ) | 26,930 | - | (372,793 | ) | 137,233 | (232 | ) | 137,001 |
* | Other reserve represents the difference between the adjustment to non-controlling interests and the consideration paid arising in equity transactions. |
# | These reserve accounts comprise the consolidated reserves in the consolidated statement of financial position. |
8
LOTO INTERACTIVE LIMITED | ||||
乐透互娱有限公司 | ||||
CONSOLIDATED STATEMENT OF CASH FLOWS | ||||
FOR THE YEAR ENDED 31 DECEMBER 2021 | ||||
2020 | 2021 | |||||||
HK$'000 | HK$'000 | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
Loss before tax | (40,357 | ) | (295,107 | ) | ||||
Adjustments for: | ||||||||
Equity-settled share-based payment expense | 4,028 | 1,619 | ||||||
Depreciation | 41,680 | 32,858 | ||||||
Amortisation of intangible assets | 5,667 | 178 | ||||||
Depreciation of right-of-use assets | 5,257 | 5,501 | ||||||
Share of losses of associates | 1,112 | (1,230 | ) | |||||
Impairment of property, plant and equipment | - | 212,361 | ||||||
Impairment of right-of-use assets | - | 3,018 | ||||||
Impairment of goodwill | - | 11,867 | ||||||
Impairment of intangible assets | - | 433 | ||||||
Impairment of trade receivables | 837 | - | ||||||
Impairment of other receivables | 1,068 | - | ||||||
Interest income | (444 | ) | (291 | ) | ||||
Finance costs | 448 | 584 | ||||||
Gain on disposal of items of property, plant and equipment | - | (1,505 | ) | |||||
Rental concession | (833 | ) | (145 | ) | ||||
Loss on deregistration of subsidiaries | (5,377 | ) | - | |||||
Operating cash flows before working capital changes | 13,086 | (29,859 | ) | |||||
Change in trade receivables | 10,712 | (1,725 | ) | |||||
Change in prepayments, deposits and other receivables | (42,263 | ) | 44,418 | |||||
Change in trade payables | (19,689 | ) | (2,629 | ) | ||||
Change in accruals and other payables | 1,014 | (11,084 | ) | |||||
Cash used in operating activities | (37,140 | ) | (879 | ) | ||||
Income taxes paid | (33 | ) | (1,372 | ) | ||||
Lease interest paid | (295 | ) | (469 | ) | ||||
Net cash flows used in operating activities | (37,468 | ) | (2,720 | ) | ||||
CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
Purchase of property, plant and equipment | (125,461 | ) | (20,708 | ) | ||||
Proceeds from disposal of items of property, plant and equipment | - | 3,874 | ||||||
Purchase of intangible assets | - | (611 | ) | |||||
Proceeds from disposal of equity investments at fair value through other comprehensive income | - | 19,454 | ||||||
Purchase of non-controlling interests | - | (104,357 | ) | |||||
Interest received | 444 | 291 | ||||||
Repayment from loan receivables | 60,881 | - | ||||||
Grant of loan receivables | (30,000 | ) | - | |||||
- | - | |||||||
Net cash flows used in investing activities | (94,136 | ) | (102,057 | ) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
Repayment to holding company | (1 | ) | - | |||||
Repayment to related parties | (10,913 | ) | (467 | ) | ||||
Repayment of lease liabilities | (4,130 | ) | (4,120 | ) | ||||
Proceeds from issue of shares | 16,423 | 105,000 | ||||||
Share issue expenses paid | (395 | ) | (4,446 | ) | ||||
Contributions from non-controlling shareholders | 78,895 | - | ||||||
Interest paid | (153 | ) | (115 | ) | ||||
Net cash flows generated from financing activities | 79,726 | 95,852 | ||||||
NET DECREASE IN CASH AND CASH EQUIVALENTS | (51,878 | ) | (8,925 | ) | ||||
Cash and cash equivalents at beginning of year | 95,030 | 44,252 | ||||||
Net foreign exchange difference | 1,100 | 516 | ||||||
Cash and cash equivalents at end of year | 44,252 | 35,843 | ||||||
ANALYSIS OF BALANCES OF CASH AND CASH EQUIVALENTS | ||||||||
Cash and bank balances | 44,252 | 35,843 |
9
LOTO INTERACTIVE LIMITED
乐透互娱有限公司
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
1. | GENERAL INFORMATION |
Loto Interactive Limited (the "Company") is a public limited company incorporated in the Cayman Islands and its shares have been listed on the GEM of the Stock Exchange of Hong Kong Limited (the "Stock Exchange") since 17 May 2002. The addresses of the registered office and principal place of business of the Company are disclosed in the corporate information section of the annual report.
The Company is an investment holding company. The principal activities of its subsidiaries are set out in note 20 to the consolidated financial statements.
As at 31 December 2021, the Company's immediate holding company is BIT Mining Limited (formerly known as 500.com Limited) ("Holding Company"), which is incorporated in the Cayman Islands with its sahres listed on the New York Stock Exchange (stock code: BTCM).
2. | ADOPTION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING STANDARDS |
In the current year, the Group has adopted all the new and revised International Financial Reporting Standards (“IFRSs”) issued by the International Accounting Standards Board (the “IASB”) that are relevant to its operations and effective for its accounting year beginning on 1 January 2021. IFRSs comprise International Financial Reporting Standards ("IFRS"); International Accounting Standards ("IAS"); and Interpretations. The adoption of these new and revised IFRSs did not result in substantial changes to the Group’s accounting policies and amounts reported for the current year and prior years.
3. | SIGNIFICANT ACCOUNTING POLICIES |
These consolidated financial statements have been prepared in accordance with IFRSs issued by the IASB, and the applicable disclosures required by the Rules Governing the Listing of Securities on the GEM of The Stock Exchange and by the Hong Kong Companies Ordinance.
These consolidated financial statements have been prepared under the historical cost convention, as modified by investments which are carried at their fair values.
The preparation of consolidated financial statements in conformity with IFRSs requires the use of certain key assumptions and estimates. It also requires the directors to exercise its judgments in the process of applying the accounting policies. The areas where assumptions and estimates are significant to these consolidated financial statements, are disclosed in note 4 to the consolidated financial statements.
The significant accounting policies applied in the preparation of these consolidated financial statements are set out below.
(a) Consolidation
The consolidated financial statements include the financial statements of the Company and its subsidiaries made up to 31 December. Subsidiaries are entities over which the Group has control. The Group controls an entity when it is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The Group has power over an entity when the Group has existing rights that give it the current ability to direct the relevant activities, i.e. activities that significantly affect the entity’s returns.
When assessing control, the Group considers its potential voting rights as well as potential voting rights held by other parties, to determine whether it has control. A potential voting right is considered only if the holder has the practical ability to exercise that right.
Subsidiaries are consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date the control ceases.
The gain or loss on the disposal of subsidiaries that results in a loss of control represents the difference between (i) the fair value of the consideration of the sale plus the fair value of any investment retained in that subsidiaries and (ii) the Company's share of the net assets of that subsidiaries plus any remaining goodwill relating to that subsidiaries and any related foreign currency translation reserve.
Intragroup transactions, balances and unrealised profits are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.
10
LOTO INTERACTIVE LIMITED
乐透互娱有限公司
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
Non-controlling interests represent the equity in subsidiaries not attributable, directly or indirectly, to the Company. Non-controlling interests are presented in the consolidated statement of financial position and consolidated statement of changes in equity within equity. Non-controlling interests are presented in the consolidated statement of profit or loss and other comprehensive income as an allocation of profit or loss and total comprehensive income for the year between the non-controlling shareholders and owners of the Company.
Profit or loss and each component of other comprehensive income are attributed to the owners of the Company and to the non-controlling shareholders even if this results in the non-controlling interests having a deficit balance.
Changes in the Company's ownership interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions (i.e. transactions with owners in their capacity as owners). The carrying amounts of the controlling and non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiary. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to the owners of the Company.
(b) Business combination and goodwill
The acquisition method is used to account for the acquisition of a subsidiary in a business combination. The cost of acquisition is measured at the acquisition-date fair value of the assets given, equity instruments issued, liabilities incurred and contingent consideration. Acquisition-related costs are recognised as expenses in the periods in which the costs are incurred and the services are received. Identifiable assets and liabilities of the subsidiary in the acquisition are measured at their acquisition-date fair values.
The excess of the cost of acquisition over the Company’s share of the net fair value of the subsidiary’s identifiable assets and liabilities is recorded as goodwill. Any excess of the Company’s share of the net fair value of the identifiable assets and liabilities over the cost of acquisition is recognised in consolidated profit or loss as a gain on bargain purchase which is attributed to the Company.
In a business combination achieved in stages, the previously held equity interest in the subsidiary is remeasured at its acquisition-date fair value and the resulting gain or loss is recognised in consolidated profit or loss. The fair value is added to the cost of acquisition to calculate the goodwill.
If the changes in the value of the previously held equity interest in the subsidiary were recognised in other comprehensive income (for example, equity investments at fair value through other comprehensive income), the amount that was recognised in other comprehensive income is recognised on the same basis as would be required if the previously held equity interest were disposed of.
Goodwill is tested annually for impairment or more frequently if events or changes in circumstances indicate that it might be impaired. Goodwill is measured at cost less accumulated impairment losses. The method of measuring impairment losses of goodwill is the same as that of other assets as stated in the accounting policy (v) below. Impairment losses of goodwill are recognised in consolidated profit or loss and are not subsequently reversed. Goodwill is allocated to cash-generating units that are expected to benefit from the synergies of the acquisition for the purpose of impairment testing.
The non-controlling interests in the subsidiary are initially measured at the non-controlling shareholders’ proportionate share of the net fair value of the subsidiary’s identifiable assets and liabilities at the acquisition date.
(c) Associates
Associates are entities over which the Group has significant influence. Significant influence is the power to participate in the financial and operating policy decisions of an entity but is not control or joint control over those policies. The existence and effect of potential voting rights that are currently exercisable or convertible, including potential voting rights held by other entities, are considered when assessing whether the Group has significant influence. In assessing whether a potential voting right contributes to significant influence, the holder’s intention and financial ability to exercise or convert that right is not considered.
Investment in an associate is accounted for in the consolidated financial statements by the equity method and is initially recognised at cost. Identifiable assets and liabilities of the associate in an acquisition are measured at their fair values at the acquisition date. The excess of the cost of acquisition over the Group’s share of the net fair value of the associate’s identifiable assets and liabilities is recorded as goodwill. The goodwill is included in the carrying amount of the investment and is tested for impairment together with the investment at the end of each reporting period when there is objective evidence that the investment is impaired. Any excess of the Group’s share of the net fair value of the identifiable assets and liabilities over the cost of acquisition is recognised in consolidated profit or loss.
11
LOTO INTERACTIVE LIMITED
乐透互娱有限公司
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
The Group’s share of an associate’s post-acquisition profits or losses is recognised in consolidated profit or loss, and its share of the post-acquisition movements in reserves is recognised in the consolidated reserves. The cumulative post-acquisition movements are adjusted against the carrying amount of the investment. When the Group’s share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured receivables, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the associate. If the associate subsequently reports profits, the Group resumes recognising its share of those profits only after its share of the profits equals the share of losses not recognised.
The gain or loss on the disposal of an associate that results in a loss of significant influence represents the difference between (i) the fair value of the consideration of the sale plus the fair value of any investment retained in that associate and (ii) the Group’s share of the net assets of that associate plus any remaining goodwill relating to that associate and any related accumulated foreign currency translation reserve. If an investment in an associate becomes an investment in a joint venture, the Group continues to apply the equity method and does not remeasure the retained interest.
Unrealised profits on transactions between the Group and its associates are eliminated to the extent of the Group’s interests in the associates. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates have been changed where necessary to ensure consistency with the policies adopted by the Group.
(d) Joint arrangements
A joint arrangement is an arrangement of which two or more parties have joint control. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require the unanimous consent of the parties sharing control. Relevant activities are activities that significantly affect the returns of the arrangement. When assessing joint control, the Group considers its potential voting rights as well as potential voting rights held by other parties, to determine whether it has joint control. A potential voting right is considered only if the holder has the practical ability to exercise that right.
A joint arrangement is either a joint operation or a joint venture. A joint operation is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the assets, and obligations for the liabilities, relating to the arrangement. A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the arrangement.
In relation to its interest in a joint operation, the Group recognises in its consolidated financial statements, its assets, including its share of any assets held jointly; its liabilities, including its share of any liabilities incurred jointly; its revenue from the sale of its share of the output arising from the joint operation; its share of the revenue from the sale of the output by the joint operation; and its expenses, including its share of any expenses incurred jointly, in accordance with the IFRSs applicable to the particular assets, liabilities, revenues and expenses.
Investment in a joint venture is accounted for in the consolidated financial statements by the equity method and is initially recognised at cost. Identifiable assets and liabilities of the joint venture in an acquisition are measured at their fair values at the acquisition date. The excess of the cost of acquisition over the Group’s share of the net fair value of the joint venture’s identifiable assets and liabilities is recorded as goodwill. The goodwill is included in the carrying amount of the investment and is tested for impairment together with the investment at the end of each reporting period when there is objective evidence that the investment is impaired. Any excess of the Group’s share of the net fair value of the identifiable assets and liabilities over the cost of acquisition is recognised in consolidated profit or loss.
The Group’s share of a joint venture’s post-acquisition profits or losses is recognised in consolidated profit or loss, and its share of the post-acquisition movements in reserves is recognised in the consolidated reserves. The cumulative post-acquisition movements are adjusted against the carrying amount of the investment. When the Group’s share of losses in a joint venture equals or exceeds its interest in the joint venture, including any other unsecured receivables, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the joint venture. If the joint venture subsequently reports profits, the Group resumes recognising its share of those profits only after its share of the profits equals the share of losses not recognised.
The gain or loss on the disposal of a joint venture that results in a loss of joint control represents the difference between (i) the fair value of the consideration of the sale plus the fair value of any investment retained in that joint venture and (ii) the Group’s share of the net assets of that joint venture plus any remaining goodwill relating to that joint venture and any related accumulated foreign currency translation reserve. If an investment in a joint venture becomes an investment in an associate, the Group continues to apply the equity method and does not remeasure the retained interest.
Unrealised profits on transactions between the Group and its joint ventures are eliminated to the extent of the Group’s interests in the joint ventures. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of joint ventures have been changed where necessary to ensure consistency with the policies adopted by the Group.
12
LOTO INTERACTIVE LIMITED
乐透互娱有限公司
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(e) Foreign currency translation
(i) Functional and presentation currency
The consolidated financial statements are presented in Hong Kong dollars, which is the Company’s presentation currency. The functional currency of the Company is Renminbi. The directors consider that choosing Hong Kong dollars as the presentation currency best suits the needs of the shareholders and investors.
(ii) Transactions and balances in each entity's financial statements
Transactions in foreign currencies are translated into the functional currency on initial recognition using the exchange rates prevailing on the transaction dates. Monetary assets and liabilities in foreign currencies are translated at the exchange rates at the end of each reporting period. Gains and losses resulting from this translation policy are recognised in profit or loss.
Non-monetary items that are measured at fair values in foreign currencies are translated using the exchange rates at the dates when the fair values are determined.
When a gain or loss on a non-monetary item is recognised in other comprehensive income, any exchange component of that gain or loss is recognised in other comprehensive income. When a gain or loss on a non-monetary item is recognised in profit or loss, any exchange component of that gain or loss is recognised in profit or loss.
(iii) Translation on consolidation
The results and financial position of all the Group entities that have a functional currency different from the Company’s presentation currency are translated into the Company’s presentation currency as follows:
- | Assets and liabilities for each statement of financial position presented are translated at the closing rate at the date of that statement of financial position; |
- | Income and expenses are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the exchange rates on the transaction dates); and |
- | All resulting exchange differences are recognised in the foreign currency translation reserve. |
On consolidation, exchange differences arising from the translation of the net investment in foreign entities and of borrowings are recognised in the foreign currency translation reserve. When a foreign operation is sold, such exchange differences are recognised in consolidated profit or loss as part of the gain or loss on disposal.
Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate.
(f) Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance are recognised in profit or loss during the period in which they are incurred.
Depreciation of property, plant and equipment is calculated at rates sufficient to write off their cost less their residual values over the estimated useful lives on a straight-line basis. The principal annual rate are as follows:
Leasehold improvement | 20 | % | -75 | % | ||||
Machinery and equipment | 20 | % | -33.33 | % | ||||
Furniture, fixtures and equipment | 20 | % | -50 | % | ||||
Motor vehicles | 10 | % | -20 | % |
The residual values, useful lives and depreciation method are reviewed and adjusted, if appropriate, at the end of each reporting period.
Construction in progress represents plant and machinery pending installation, and is stated at cost less impairment losses. Depreciation begins when the relevant assets are available for use.
The gain or loss on disposal of property, plant and equipment is the difference between the net sales proceeds and the carrying amount of the relevant asset, and is recognised in profit or loss.
13
LOTO INTERACTIVE LIMITED
乐透互娱有限公司
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(g) Leases
The Group as lessee
Leases are recognised as right-of-use assets and corresponding lease liabilities when the leased assets are available for use by the Group. Right-of-use assets are stated at cost less accumulated depreciation and impairment losses. Depreciation of right-of-use assets is calculated at rates to write off their cost over the shorter of the asset’s useful life and the lease term on a straight-line basis. The principal annual rates are as follows:
Land use rights | 50 | % | ||
Land and buildings | 33.33% - 58.53% |
Right-of-use assets are measured at cost comprising the amount of the initial measurement of the lease liabilities, lease payments prepaid, initial direct costs and the restoration costs. Lease liabilities include the net present value of the lease payments discounted using the interest rate implicit in the lease if that rate can be determined, or otherwise the Group’s incremental borrowing rate. Each lease payment is allocated between the liability and finance cost. The finance cost is charged to profit or loss over the lease term so as to produce a constant periodic rate of interest on the remaining balance of the lease liability.
Payments associated with short-term leases and leases of low-value assets are recognised as expenses in profit or loss on a straight-line basis over the lease terms. Short-term leases are leases with an initial lease term of 12 months or less. Low-value assets are assets of value below US$ 5,000.
(h) Recognition and derecognition of financial instruments
Financial assets and financial liabilities are recognised in the statement of financial position when the Group becomes a party to the contractual provisions of the instruments.
Financial assets are derecognised when the contractual rights to receive cash flows from the assets expire; the Group transfers substantially all the risks and rewards of ownership of the assets; or the Group neither transfers nor retains substantially all the risks and rewards of ownership of the assets but has not retained control on the assets. On derecognition of a financial asset, the difference between the asset’s carrying amount and the sum of the consideration received is recognised in profit or loss.
Financial liabilities are derecognised when the obligation specified in the relevant contract is discharged, cancelled or expired. The difference between the carrying amount of the financial liability derecognised and the consideration paid is recognised in profit or loss.
14
LOTO INTERACTIVE LIMITED
乐透互娱有限公司
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(i) Financial assets
Financial assets are recognised and derecognised on a trade date basis where the purchase or sale of an asset is under a contract whose terms require delivery of the asset within the timeframe established by the market concerned, and are initially recognised at fair value, plus directly attributable transaction costs except in the case of investments at fair value through profit or loss. Transaction costs directly attributable to the acquisition of investments at fair value through profit or loss are recognised immediately in profit or loss.
Financial assets of the Group are classified under the following categories:
- | Financial assets at amortised cost; and |
- | Equity investments at fair value through other comprehensive income; |
(i) Financial assets at amortised cost
Financial assets (including trade and other receivables) are classified under this category if they satisfy both of the following conditions:
- | the assets are held within a business model whose objective is to hold assets in order to collect contractual cash; and |
- | the contractual terms of the assets give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. |
They are subsequently measured at amortised cost using the effective interest method less loss allowance for expected credit losses.
(ii) Equity investments at fair value through other comprehensive income
On initial recognition, the Group can make an irrevocable election (on an instrument-by-instrument basis) to designate investments in equity instruments that are not held for trading as at fair value through other comprehensive income.
Equity investments at fair value through other comprehensive income are subsequently measured at fair value with gains and losses arising from changes in fair values recognised in other comprehensive income and accumulated in the equity investment revaluation reserve. On derecognition of an investment, the cumulative gains or losses previously accumulated in the equity investment revaluation reserve are not reclassified to profit or loss.
Dividends on these investments are recognised in profit or loss, unless the dividends clearly represent a recovery of part of the cost of the investment.
(j) Loss allowances for expected credit losses
The Group recognises loss allowances for expected credit losses on financial assets at amortised cost. Expected credit losses are the weighted average of credit losses with the respective risks of a default occurring as the weights.
At the end of each reporting period, the Group measures the loss allowance for a financial instrument at an amount equal to the expected credit losses that result from all possible default events over the expected life of that financial instrument ("lifetime expected credit losses") for trade receivables, or if the credit risk on that financial instrument has increased significantly since initial recognition.
If, at the end of the reporting period, the credit risk on a financial instrument (other than trade receivables) has not increased significantly since initial recognition, the Group measures the loss allowance for that financial instrument at an amount equal to the portion of lifetime expected credit losses that represents the expected credit losses that result from default events on that financial instrument that are possible within 12 months after the reporting period.
The amount of expected credit losses or reversal to adjust the loss allowance at the end of the reporting period to the required amount is recognised in profit or loss as an impairment gain or loss.
15
LOTO INTERACTIVE LIMITED
乐透互娱有限公司
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(k) Cash and cash equivalents
For the purpose of the statement of cash flows, cash and cash equivalents represent cash at bank and on hand, demand deposits with banks and other financial institutions, and short-term highly liquid investments which are readily convertible into known amounts of cash and subject to an insignificant risk of change in value. Bank overdrafts which are repayable on demand and form an integral part of the Group’s cash management are also included as a component of cash and cash equivalents.
(l) Financial liabilities and equity instruments
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument under IFRSs. An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities. The accounting policies adopted for specific financial liabilities and equity instruments are set out below.
(m) Trade and other payables
Trade and other payables are stated initially at their fair value and subsequently measured at amortised cost using the effective interest method unless the effect of discounting would be immaterial, in which case they are stated at cost.
(n) Equity instruments
Equity instruments issued by the Group are recorded at the proceeds received, net of direct issue costs.
(o) Revenue from contracts with customers
Revenue is measured based on the consideration specified in a contract with a customer with reference to the customary business practices and excludes amounts collected on behalf of third parties. For a contract where the period between the payment by the customer and the transfer of the promised product or service exceeds one year, the consideration is adjusted for the effect of a significant financing component.
The Group recognises revenue when it satisfies a performance obligation by transferring control over a product or service to a customer. Depending on the terms of a contract and the laws that apply to that contract, a performance obligation can be satisfied over time or at a point in time. A performance obligation is satisfied over time if:
- | the customer simultaneously receives and consumes the benefits provided by the Group’s performance; |
- | the Group’s performance creates or enhances an asset that the customer controls as the asset is created or enhanced; or |
- | the Group’s performance does not create an asset with an alternative use to the Group and the Group has an enforceable right to payment for performance completed to date. |
If a performance obligation is satisfied over time, revenue is recognised by reference to the progress towards complete satisfaction of that performance obligation. Otherwise, revenue is recognised at a point in time when the customer obtains control of the product or service.
(p) Other revenue
Interest income is recognised using the effective interest method.
(q) Employee benefits
(i) | Employee leave entitlements |
Employee entitlements to annual leave and long service leave are recognised when they accrue to employees. A provision is made for the estimated liability for annual leave and long service leave as a result of services rendered by employees up to the end of the reporting period.
Employee entitlements to sick leave and maternity leave are not recognised until the time of leave.
16
LOTO INTERACTIVE LIMITED
乐透互娱有限公司
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(ii) | Pension obligations |
The Group contributes to defined contribution retirement schemes which are available to all employees. Contributions to the schemes by the Group and employees are calculated as a percentage of employees’ basic salaries. The retirement benefit scheme cost charged to profit or loss represents contributions payable by the Group to the funds.
(iii) | Termination benefits |
Termination benefits are recognised at the earlier of the dates when the Group can no longer withdraw the offer of those benefits and when the Group recognises restructuring costs and involves the payment of termination benefits.
(r) Share-based payments
The Group issues equity-settled share-based payments to certain directors, employees and consultants.
Equity-settled share-based payments to directors and employees are measured at the fair value (excluding the effect of non market-based vesting conditions) of the equity instruments at the date of grant. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight line basis over the vesting period, based on the Group’s estimate of shares that will eventually vest and adjusted for the effect of non market-based vesting conditions.
Equity-settled share-based payments to consultants are measured at the fair value of the services rendered or if the fair value of the services rendered cannot be reliably measured, at the fair value of the equity instruments granted. The fair value is measured at the date the Group receives the services and is recognised as an expense.
(s) Taxation
Income tax represents the sum of the current tax and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit recognised in profit or loss because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.
Deferred tax is recognised on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences, unused tax losses or unused tax credits can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and associates, and interests in joint ventures, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised, based on tax rates that have been enacted or substantively enacted by the end of the reporting period. Deferred tax is recognised in profit or loss, except when it relates to items recognised in other comprehensive income or directly in equity, in which case the deferred tax is also recognised in other comprehensive income or directly in equity.
The measurement of deferred tax assets and liabilities reflects the tax consequences that would follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis.
17
LOTO INTERACTIVE LIMITED
乐透互娱有限公司
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(t) Segment reporting
Operating segments and the amounts of each segment item reported in the financial statements are identified from the financial information provided regularly to the Group’s most senior executive management for the purpose of allocating resources and assessing the performance of the Group’s various lines of business.
Individually material operating segments are not aggregated for financial reporting purposes unless the segments have similar economic characteristics and are similar in respect of the nature of products and services, the nature of productions processes, the type or class of customers, the methods used to distribute the products or provide the services, and the nature of the regulatory environment. Operating segments which are not individually material may be aggregated if they share a majority of these criteria.
(u) Related parties
A related party is a person or entity that is related to the Group.
(a) | A person or a close member of that person’s family is related to the Group if that person: |
(i) | has control or joint control over the Group; |
(ii) | has significant influence over the Group; or |
(iii) | is a member of the key management personnel of the Company or of a parent of the Company. |
(b) | An entity is related to the Group (reporting entity) if any of the following conditions applies: |
(i) | The entity and the Company are members of the same group (which means that each parent, subsidiaries and fellow subsidiaries is related to the others). |
(ii) | One entity is an associate or joint venture of the other entity (or an associate or joint venture of a member of a group of which the other entity is a member). |
(iii) | Both entities are joint ventures of the same third party. |
(iv) | One entity is a joint venture of a third entity and the other entity is an associate of the third entity. |
(v) | The entity is a post-employment benefit plan for the benefit of employees of either the Group or an entity related to the Group. If the Group is itself such a plan, the sponsoring employers are also related to the Group. |
(vi) | The entity is controlled or jointly controlled by a person identified in (a). |
(vii) | A person identified in (a)(i) has significant influence over the entity or is a member of the key management personnel of the entity (or of a parent of the entity). |
(viii) | The entity, or any member of a group of which it is a part, provides key management personnel services to the Company or to a parent of the Company. |
(v) Impairment of assets
At the end of each reporting period, the Group reviews the carrying amounts of its tangible and intangible assets except goodwill, investments and receivables to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of any impairment loss. Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.
If the recoverable amount of an asset or cash-generating unit is estimated to be less than its carrying amount, the carrying amount of the asset or cash-generating unit is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Where an impairment loss subsequently reverses, the carrying amount of the asset or cash-generating unit is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined (net of amortisation or depreciation) had no impairment loss been recognised for the asset or cash-generating unit in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
18
LOTO INTERACTIVE LIMITED
乐透互娱有限公司
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(w) Provisions and contingent liabilities
Provisions are recognised for liabilities of uncertain timing or amount when the Group has a present legal or constructive obligation arising as a result of a past event, it is probable that an outflow of economic benefits will be required to settle the obligation and a reliable estimate can be made. Where the time value of money is material, provisions are stated at the present value of the expenditures expected to settle the obligation.
Where it is not probable that an outflow of economic benefits will be required, or the amount cannot be estimated reliably, the obligation is disclosed as a contingent liability, unless the probability of outflow is remote. Possible obligations, whose existence will only be confirmed by the occurrence or non-occurrence of one or more future events are also disclosed as contingent liabilities unless the probability of outflow is remote.
(x) Events after the reporting period
Events after the reporting period that provide additional information about the Group’s position at the end of the reporting period or those that indicate the going concern assumption is not appropriate are adjusting events and are reflected in the financial statements. Events after the reporting period that are not adjusting events are disclosed in the notes to the financial statements when material.
4. | KEY ESTIMATES |
Key sources of estimation uncertainty
The key assumptions concerning the future, and other key sources of estimation uncertainty at the end of the reporting period, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are discussed below.
(a) Impairment of property, plant and equipment
Property, plant and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets exceeds its recoverable amount. The recoverable amount is determined with reference to the present value of estimated future cash flows. Where the future cash flows are less than expected or there are unfavourable events and change in facts and circumstance which result in revision of future estimate cash flows, a material impairment loss may arise.
(c) Impairment of loan and trade receivables
The Group makes impairment loss for loan and trade receivables based on assessments of the recoverability of the loan and trade receivables, including the current creditworthiness and the past collection history of each borrower. Impairments arise where events or changes in circumstances indicate that the balances may not be collectible. The identification of impaiment loss requires the use of judgement and estimates. Where the actual result is different from the original estimate, such difference will impact the carrying value of the loan and trade receivables and impairment loss expenses in the year in which such estimate has been changed.
(b) Impairment of goodwill
Determining whether goodwill is impaired requires an estimation of the value in use of the cash-generating unit to which goodwill has been allocated. The value in use calculation requires the Group to estimate the future cash flows expected to arise from the cash-generating unit and a suitable discount rate in order to calculate the present value. The carrying amount of goodwill at the end of the reporting period was HK$Nil (2020: approximately HK$11,703,000).
19
LOTO INTERACTIVE LIMITED
乐透互娱有限公司
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(d) | Property, plant and equipment and depreciation |
The Group determines the estimated useful lives, residual values and related depreciation charges for the Group’s property, plant and equipment. This estimate is based on the historical experience of the actual useful lives and residual values of property, plant and equipment of similar nature and functions. The Group will revise the depreciation charge where useful lives and residual values are different to those previously estimated, or it will write-off or write-down technically obsolete or non-strategic assets that have been abandoned or sold.
5. | FINANCIAL RISK MANAGEMENT |
The Group’s activities expose it to a variety of financial risks: foreign currency risk, credit risk, liquidity risk, interest rate risk and price risk. The Group’s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group’s financial performance.
(a) | Foreign currency risk |
The Group has minimal exposure to foreign currency risk as most of its business transactions, assets and liabilities are principally denominated in the functional currencies of the Group entities. The Group currently does not have a foreign currency hedging policy in respect of foreign currency transactions, assets and liabilities. The Group will monitor its foreign currency exposure closely and will consider hedging significant foreign currency exposure should the need arise.
(b) | Credit risk |
At 31 December 2021, the Group's maximum exposure to credit risk which will cause a financial loss to the Group due to failure to the perform an obligation by the counterparties arise from the carrying amounts of the respective recognised financial assets as stated in the consolidated statement of financial position.
In order to minimise credit risk, the directors have delegated a team to be responsible for the determination of credit limits, credit approvals and other monitoring procedures. In addition, the directors review the recoverable amount of each individual trade debt regularly to ensure that adequate impairment losses are recognised for irrecoverable debts. In this regard, the directors consider that the Group’s credit risk is significantly reduced.
The Group has concentration of credit risk as 92.5% (2020: 91.3%) of the Group's trade receivables are due from the Group's three customers (2020: three customers). The principal activities of the Group are mainly provision of big data centre services and use of storage places. In repect of these customers, given their good repayment history, the directors of the Company consider that the credit risk associated with the balances of the customers is low.
The Group also has concentration of credit risk as 100% (2020: 100%) of the Group's loan receivables is a loan granted to an independent third party which is secured by a personal guarantee and a collateral of a property in PRC (2020: personal guarantee and a collateral of a property in PRC). In view of the counterparty never fail to make contractual payments, the directors of the Company consider that the credit risk associated with the balance of loan receivable is low.
The Group considers whether there has been a significant increase in credit risk of financial assets on an ongoing basis throughout each reporting period by comparing the risk of a default occurring as at the reporting date with the risk of default as at the date of initial recognition. It considers available reasonable and supportive forwarding-looking information. Especially the following information is used:
- | internal credit rating; |
- | actual or expected significant adverse changes in business, financial or economic conditions that are expected to cause a significant change to the borrower’s ability to meet its obligations; |
- | significant changes in the value of the collateral or in the quality of guarantees or credit enhancements; and |
- | significant changes in the expected performance and behaviour of the borrower, including changes in the payment status of borrowers. |
A significant increase in credit risk is presumed if a debtor is more than 30 days past due in making a contractual payment. A default on a financial asset is when the counterparty fails to make contractual payments within 60 days of when they fall due.
20
LOTO INTERACTIVE LIMITED
乐透互娱有限公司
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
Financial assets are written off when there is no reasonable expectation of recovery, such as a debtor failing to engage in a repayment plan with the Group. The Group normally categorises a loan or receivable for write off when a debtor fails to make contractual payments greater than 360 days past due. Where loans or receivables have been written off, the Group, if practicable and economical, continues to engage in enforcement activity to attempt to recover the receivable due.
The Group uses two categories for non-trade loan receivable which reflect their credit risk and how the loan loss provision is determined for each of the categories. In calculating the expected credit loss rates, the Group considers historical loss rates for each category and adjusts for forward looking data.
Financial assets are written off when there is no reasonable expectation of recovery, such as a debtor failing to engage in a repayment plan with the Group. The Group normally categorises a loan or receivable for write off when a debtor fails to make contractual payments greater than 360 days past due. Where loans or receivables have been written off, the Group, if practicable and economical, continues to engage in enforcement activity to attempt to recover the receivable due.
Category | Definition | Loss provision |
Performing | Low risk of default and strong capacity to pay | 12 month expected losses |
Non-performing | Significant increase in credit risk | Lifetime expected losses |
All of these loans are considered to have low risk and under the ‘Performing’ category because they have a low risk of default and have strong ability to meet their obligations.
(c) Liquidity risk
The Group’s policy is to regularly monitor current and expected liquidity requirements to ensure that it maintains sufficient reserves of cash to meet its liquidity requirements in the short and longer term.
The maturity analysis, based on undiscounted cash flows, of the Group’s financial liabilities is as follows:
Less than 1 year | Total | |||||||
At 31 December 2020 | HK$'000 | HK$'000 | ||||||
Trade payables | 4,611 | 4,611 | ||||||
Accruals and other payables | 25,734 | 25,734 | ||||||
Amount due to a related company | 467 | 467 | ||||||
30,812 | 30,812 |
Less than 1 year | Total | |||||||
At 31 December 2021 | HK$'000 | HK$'000 | ||||||
Trade payables | 1,982 | 1,982 | ||||||
Accruals and other payables | 14,650 | 14,650 | ||||||
16,632 | 16,632 |
(d) | Interest rate risk |
The management of the Group considered that the overall interest rate risk is not significant as the fluctuation of the interest rates on bank balance is considered minimal. Accordingly, no sensitivity analysis is prepared and presented.
(e) | Price risk |
The Group’s equity investments at fair value through other comprehensive income are measured at fair value at the end of each reporting period. Therefore, the Group is exposed to equity security price risk. The directors manage this exposure by maintaining a portfolio of investments with difference risk profiles.
At 31 December 2020, if the share prices of the investments increase/decrease by 10%, the equity investment revaluation reserve would have been approximately HK$506,000 higher/lower, arising as a result of the fair value gain/loss of the investments. During the year ended 31 December 2021, the Company disposed of such equity investments and at 31 December 2021 the Company is no longer exposed to equity securiy price risk.
21
LOTO INTERACTIVE LIMITED
乐透互娱有限公司
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(f) | Categories of financial instruments at 31 December 2021 |
2020 | 2021 | |||||||
Financial assets: | HK$'000 | HK$'000 | ||||||
Equity investments at fair value through other comprehensive income | 5,057 | - | ||||||
Financial assets at amortised cost: | ||||||||
Loan receivables | 30,000 | 30,000 | ||||||
Trade receivables | 8,400 | 10,125 | ||||||
Financial assets included in prepayments, deposits and other receivables | 34,114 | 13,106 | ||||||
Cash and cash equivalents | 44,252 | 35,843 | ||||||
Total | 121,823 | 89,074 |
Financial liabilities: | ||||||||
Financial liabilities at amortised cost: | ||||||||
Trade payables | 4,611 | 1,982 | ||||||
Financial liabilities included in accruals and other payables | 25,734 | 14,650 | ||||||
Amount due to a related company | 467 | - | ||||||
Total | 30,812 | 16,632 |
(g) | Fair value |
Except as disclosed in note 23 to the consolidated financial statements, the carrying amounts of the Group’s financial assets and financial liabilities as reflected in the consolidated statement of financial position approximate their respective fair values.
6. | FAIR VALUE MEASUREMENTS |
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The following disclosures of fair value measurements use a fair value hierarchy that categorises into three levels the inputs to valuation techniques used to measure fair value:
Level 1 inputs: quoted prices (unadjusted) in active markets for identical assets or liabilities that the Group can access at the measurement date.
Level 2 inputs: inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly or indirectly.
Level 3 inputs: unobservable inputs for the asset or liability.
The Group’s policy is to recognise transfers into and transfers out of any of the three levels as of the date of the event or change in circumstances that caused the transfer.
(a) | Disclosures of level in fair value hierarchy at 31 December 2021: |
Description
Fair value measurements using: | 2020 | |||||||
Description | Level 1 | Total | ||||||
Recurring fair value measurements: | HK$'000 | HK$'000 | ||||||
Equity investments at fair value through other comprehensive income | ||||||||
Listed securities in United States of America ("US") | 5,057 | 5,057 | ||||||
Total recurring fair value measurements | 5,057 | 5,057 |
22
LOTO INTERACTIVE LIMITED
乐透互娱有限公司
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
Fair value measurements using: | 2021 | |||||||
Description | Level 1 | Total | ||||||
Recurring fair value measurements: | HK$'000 | HK$'000 | ||||||
Equity investments at fair value through other comprehensive income | ||||||||
Listed securities in US | - | - | ||||||
Total recurring fair value measurements | - | - |
The total gains/losses recognised in other comprehensive income are presented in fair value changes of equity investments at fair value through other comprehensive income in the statement of profit or loss and other comprehensive income.
7. | OPERATING SEGMENT INFORMATION |
(a) | Reportable segments |
The chief operating decision-maker has been identified as the board of directors. The board of directors reviews the Group’s internal reporting in order to assess performance and allocate resources. The Group determines its operating segments based on the reports reviewed by the chief operating decision-maker that are used to make strategic decisions.
The Group has three (2020: three) reportable segments. The segments are managed separately as each business segment offers different products and requires different business strategies. The following summary describes the operations in each of the Group’s reportable segments:
- | Provision of big data centre services in PRC ("PRC Big Data Centre Services") |
- | Provision of big data centre services outside PRC ("Non-PRC Big Data Centre Services") |
- | Money lending business ("Money Lending Business") |
The accounting policies of the operating segments are the same as those described in note 3 to the consolidated financial statements. Segment profits or losses do not include dividend income, and gains or losses from investments and derivative instruments. Segment assets do not include amounts due from related parties, investments and derivative instruments. Segment liabilities do not include convertible loans and derivative instruments. Segment non-current assets do not include financial instruments, deferred tax assets, post-employment benefit assets and rights arising under insurance contracts.
23
LOTO INTERACTIVE LIMITED
乐透互娱有限公司
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(i) Information about reportable segment profit or loss, assets and liabilities:
PRC Big Data | Money Lending | |||||||||||
Centre Services | Business | Total | ||||||||||
Year ended 31 December 2020 | HK$'000 | HK$'000 | HK$'000 | |||||||||
Revenue from external customers | 379,658 | 2,250 | 381,908 | |||||||||
Segment loss | (4,766 | ) | (203 | ) | (4,969 | ) | ||||||
Depreciation | 39,087 | - | 39,087 | |||||||||
Additions to segment non-current assets | 121,661 | - | 121,661 | |||||||||
As at 31 December 2020 | ||||||||||||
Segment assets | 350,053 | 32,258 | 382,311 | |||||||||
Segment liabilities | (29,310 | ) | - | (29,310 | ) |
Non-PRC Big | ||||||||||||||||
Data Centre | PRC Big Data | Money Lending | ||||||||||||||
Services | Centre Services | Business | Total | |||||||||||||
Year ended 31 December 2021 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | ||||||||||||
Revenue from external customers | 5,655 | 171,721 | 3,000 | 180,376 | ||||||||||||
Segment profit/( loss) | 97 | (267,329 | ) | 342 | (266,890 | ) | ||||||||||
Depreciation | 273 | 30,249 | - | 30,522 | ||||||||||||
Impairment of property, plant and equipment | - | 210,536 | - | 210,536 | ||||||||||||
Impairment of right-of-use assets | - | 263 | - | 263 | ||||||||||||
Impairment of goodwill | - | 11,867 | - | 11,867 | ||||||||||||
Impairment of intangible assets | - | 433 | - | 433 | ||||||||||||
Additions to segment non-current assets | 12,012 | 3,309 | - | 15,321 | ||||||||||||
As at 31 December 2021 | ||||||||||||||||
Segment assets | 14,911 | 104,383 | 32,292 | 151,586 | ||||||||||||
Segment liabilities | (29 | ) | (11,501 | ) | (42 | ) | (11,572 | ) |
24
LOTO INTERACTIVE LIMITED
乐透互娱有限公司
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(ii) Reconciliations of reportable segment revenue, profit or loss, assets and liabilities:
2020 | 2021 | |||||||
Revenue | HK$'000 | HK$'000 | ||||||
Total revenue of reportable segments | 381,908 | 180,376 | ||||||
Other revenue | 1,047 | 345 | ||||||
Consolidated revenue | 382,955 | 180,721 | ||||||
Profit or loss | ||||||||
Total loss of reportable segment | (4,969 | ) | (266,890 | ) | ||||
Other loss | (3,848 | ) | (1,225 | ) | ||||
Unallocated amounts: | ||||||||
Share of (loss)/profit of associates | (1,112 | ) | 1,230 | |||||
Equity-settled share-based payment expense | (4,028 | ) | (1,619 | ) | ||||
Salaries and other benefits | (14,046 | ) | (10,844 | ) | ||||
Depreciation | (2,544 | ) | (2,336 | ) | ||||
Depreciation charge of right-of-use assets | (4,641 | ) | (3,705 | ) | ||||
Impairment of property, plant and equipment | - | (1,825 | ) | |||||
Impairment of right-of-use assets | - | (2,755 | ) | |||||
Legal and consultation fee | (2,264 | ) | (5,138 | ) | ||||
Impairment of trade receivables | (837 | ) | - | |||||
Impairment of other receivables | (1,068 | ) | - | |||||
Donation | (1,000 | ) | - | |||||
Consolidated loss before tax for the year | (40,357 | ) | (295,107 | ) | ||||
Assets | ||||||||
Total assets of reportable segments | 382,311 | 151,586 | ||||||
Other assets | 18,353 | 6,024 | ||||||
Unallocated amounts: | ||||||||
Property, plant and equipment | 4,837 | - | ||||||
Right-of-use assets | 5,497 | - | ||||||
Investments in associates | 2,431 | 3,698 | ||||||
Equity investments at fair value through other comprehensive income | 5,057 | - | ||||||
Cash and cash equivalents | 19,866 | 3,317 | ||||||
Prepayments | 16,187 | 895 | ||||||
Consolidated total assets | 454,539 | 165,520 | ||||||
Liabilities | ||||||||
Total liabilities of reportable segments | (29,310 | ) | (11,572 | ) | ||||
Other liabilities | (4,163 | ) | (2,986 | ) | ||||
Unallocated amounts: | ||||||||
Amount due to a shareholder of a joint venture | (2,334 | ) | (2,334 | ) | ||||
Tax payable | (3,278 | ) | (3,278 | ) | ||||
Lease liabilities | (5,744 | ) | (8,349 | ) | ||||
Consolidated total liabilities | (44,829 | ) | (28,519 | ) |
25
LOTO INTERACTIVE LIMITED
乐透互娱有限公司
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(b) Geographical information
The following tables provide an analysis of the Group's revenue from external customers and non-current assets excluding financial assets.
2020 | 2021 | |||||||
Revenue from external customers | HK$'000 | HK$'000 | ||||||
The PRC except Hong Kong | 382,955 | 175,066 | ||||||
Hong Kong | - | 4,374 | ||||||
Kazakhstan | - | 1,281 | ||||||
382,955 | 180,721 | |||||||
2020 | 2021 | |||||||
Non-current assets, excluding financial assets | HK$'000 | HK$'000 | ||||||
The PRC except Hong Kong | 273,479 | 29,965 | ||||||
Hong Kong | 10,318 | 10,233 | ||||||
Kazakhstan | - | 10,754 | ||||||
British Virgin Island ("BVI") | 15 | - | ||||||
283,812 | 50,952 |
All the revenue are generated from Big Data Centre Services segment. |
#Revenue from this customer was less than 10% of the Group's revenue for the year ended 31 December 2020. |
*Revenue from these customers were less than 10% of the Group's revenue for the year ended 31 December 2021. |
8. REVENUE
2020 | 2021 | |||||||
HK$'000 | HK$'000 | |||||||
Provision of services and solutions for the distribution of lottery products | 30 | - | ||||||
Distribution of mobile gaming | 1,017 | 345 | ||||||
Provision of big data centre services | 379,658 | 177,376 | ||||||
Revenue from contracts with customers | 380,705 | 177,721 | ||||||
Interest income | 2,250 | 3,000 | ||||||
Total revenue | 382,955 | 180,721 |
26
LOTO INTERACTIVE LIMITED
乐透互娱有限公司
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
Disaggregation of revenue from contracts with customers: |
Segments | Big Data | Online Game | 2020 | |||||||||||||
Centre Services | Business | Lottery Business | Total | |||||||||||||
Geographical markets | HK$'000 | HK$'000 | HK$'000 | HK$'000 | ||||||||||||
The PRC | 379,658 | 1,017 | 30 | 380,705 | ||||||||||||
Major products/service | ||||||||||||||||
Provision of big data centre services | 379,658 | - | - | 379,658 | ||||||||||||
Distribution of mobile gaming | - | 1,017 | - | 1,017 | ||||||||||||
Provision of services and solutions for the distribution | ||||||||||||||||
of lottery products | - | - | 30 | 30 | ||||||||||||
379,658 | 1,017 | 30 | 380,705 | |||||||||||||
Timing of revenue recognition | ||||||||||||||||
At a point in time | - | 1,017 | 30 | 1,047 | ||||||||||||
Over time | 379,658 | - | - | 379,658 | ||||||||||||
379,658 | 1,017 | 30 | 380,705 |
Segments | ||||||||||||
Big Data | Online Game | 2021 | ||||||||||
Centre Services | Business | Total | ||||||||||
Geographical markets | HK$'000 | HK$'000 | HK$'000 | |||||||||
The PRC | 171,721 | 345 | 172,066 | |||||||||
Hong Kong | 4,374 | 4,374 | ||||||||||
Kazakhstan | 1,281 | - | 1,281 | |||||||||
177,376 | 345 | 177,721 | ||||||||||
Major products/service | ||||||||||||
Provision of big data centre services | 177,376 | - | 177,376 | |||||||||
Distribution of mobile gaming | - | 345 | 345 | |||||||||
Provision of services and solutions for the distribution | ||||||||||||
of lottery products | - | - | - | |||||||||
177,376 | 345 | 177,721 | ||||||||||
Timing of revenue recognition | ||||||||||||
At a point in time | - | 345 | 345 | |||||||||
Over time | 177,376 | - | 177,376 | |||||||||
177,376 | 345 | 177,721 |
27
LOTO INTERACTIVE LIMITED
乐透互娱有限公司
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
Big Data Centre Services
The Group operates big data centres (the "Big Data Centres"), providing data analysis, storage services and ancillary administrative and consulting services.
Revenue generated from the Big Data Centres consists of services fees and/or rental income charged on the users for provision of big data centre services and use of storage places.
Services income is rendered and there is no unfulfilled obligation that could affect the customer’s acceptance of the service.
Online Game Business
The Group is in cooperation with various reputable companies in the online game industry to distribute online mobile games.
Revenue is recognised when the control of the goods is transferred to customers.
Lottery Business
The Group sold lottery terminals and parts to the customers. Sales were recognised when control of the products had transferred, being when the products were delivered to a customer, there was no unfulfilled obligation that could affect the customer’s acceptance of the products and the customer had obtained legal titles to the products.
Sales to customers were normally made with credit terms of 60 days. For new customers, deposits or cash on delivery may have been required. Deposits received were recognised as a contract liability.
A receivable was recognised when the products are delivered to the customers as this was the point in time that the consideration was unconditional because only the passage of time was required before the payment was due.
9. | OTHER INCOME AND GAINS |
2020 | 2021 | |||||||
HK$'000 | HK$'000 | |||||||
Waiver of other payables | - | 654 | ||||||
Gain on disposal of property, plant and equipment | - | 1,505 | ||||||
Rental concession | 833 | 145 | ||||||
Wage subsidies from employment support scheme | 756 | 43 | ||||||
Others | 184 | 370 | ||||||
1,773 | 2,717 |
10. | FINANCE COSTS |
2020 | 2021 | |||||||
HK$'000 | HK$'000 | |||||||
Lease interests | 295 | 469 | ||||||
Interests on amount due to a related company | 153 | 115 | ||||||
448 | 584 |
28
LOTO INTERACTIVE LIMITED
乐透互娱有限公司
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
11. | DIRECTORS', CHIEF EXECUTIVE'S AND FIVE HIGHEST PAID INDIVIDUAL EMOLUMENTS |
(a) | DIRECTORS' AND CHIEF EXECUTIVE'S EMOLUMENTS |
Directors’ and chief executive’s remuneration for the year, disclosed pursuant to the applicable GEM Rules, and section 383(1)(a), (b), (c) and (f) of the Hong Kong Companies Ordinance and Part 2 of the Companies (Disclosure of Information about Benefits of Directors) Regulation, is as follows:
The emoluments of each director and the chief executive, on a named basis, are set out below:
For the year ended 31 December 2020 | ||||||||||||||||||||||||
Salaries, | Pension | Equity-settled share | ||||||||||||||||||||||
allowances and | scheme | based payment | ||||||||||||||||||||||
Fees | benefits in kind | Bonus# | contributions | expense | Total emoluments | |||||||||||||||||||
HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | |||||||||||||||||||
Independent non-executive directors: | ||||||||||||||||||||||||
Dr. Lu Haitian | 250 | - | - | - | 47 | 297 | ||||||||||||||||||
Mr. Lin Sen | 250 | - | - | - | 47 | 297 | ||||||||||||||||||
Mr. Huang Jian1 | - | - | - | - | 16 | 16 | ||||||||||||||||||
500 | - | - | - | 110 | 610 | |||||||||||||||||||
Executive directors: | ||||||||||||||||||||||||
Ms. Huang Lilan2 | 250 | 250 | 21 | 13 | 234 | 768 | ||||||||||||||||||
250 | 250 | 21 | 13 | 234 | 768 | |||||||||||||||||||
Non-executive directors: | ||||||||||||||||||||||||
Mr. Pan Zhengming3 | - | - | - | - | 94 | 94 | ||||||||||||||||||
Mr. Yuan Qiang7 | 250 | - | - | - | 724 | 974 | ||||||||||||||||||
Ms. Zhang Jing4 | 250 | - | - | - | 354 | 604 | ||||||||||||||||||
500 | - | - | - | 1,172 | 1,672 | |||||||||||||||||||
Chief executive: | ||||||||||||||||||||||||
Mr. Wang Bingzhong5 | 250 | 1,958 | - | 15 | 724 | 2,947 | ||||||||||||||||||
Mr. Yan Hao6 | 250 | 500 | - | 6 | 279 | 1,035 | ||||||||||||||||||
500 | 2,458 | - | 21 | 1,003 | 3,982 | |||||||||||||||||||
1,750 | 2,708 | 21 | 34 | 2,519 | 7,032 |
29
LOTO INTERACTIVE LIMITED
乐透互娱有限公司
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
For the year ended 31 December 2021 | ||||||||||||||||||||||||
Salaries, | Pension | Equity-settled share | ||||||||||||||||||||||
allowances and | scheme | based payment | ||||||||||||||||||||||
Fees | benefits in kind | Bonus# | contributions | expense | Total emoluments | |||||||||||||||||||
HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | |||||||||||||||||||
Independent non-executive directors: | ||||||||||||||||||||||||
Dr. Lu Haitian | 250 | - | - | - | 20 | 270 | ||||||||||||||||||
Mr. Lin Sen | 250 | - | - | - | 17 | 267 | ||||||||||||||||||
Mr. Huang Jian1 | 250 | - | - | - | 12 | 262 | ||||||||||||||||||
750 | - | - | - | 49 | 799 | |||||||||||||||||||
Executive directors: | ||||||||||||||||||||||||
Ms. Huang Lilan2 | 250 | 250 | 21 | 13 | 82 | 616 | ||||||||||||||||||
250 | 250 | 21 | 13 | 82 | 616 | |||||||||||||||||||
Non-executive directors: | ||||||||||||||||||||||||
Mr. Yuan Qiang7 | 125 | - | - | - | 127 | 252 | ||||||||||||||||||
Ms. Zhang Jing4 | 250 | - | - | - | 202 | 452 | ||||||||||||||||||
Mr. Yang Xianfeng8 | 125 | - | - | - | 116 | 241 | ||||||||||||||||||
500 | - | - | - | 445 | 945 | |||||||||||||||||||
Chief executive: | ||||||||||||||||||||||||
Mr. Yan Hao6 | 250 | 1,500 | - | 18 | 191 | 1,959 | ||||||||||||||||||
250 | 1,500 | - | 18 | 191 | 1,959 | |||||||||||||||||||
1,750 | 1,750 | 21 | 31 | 767 | 4,319 |
There were no other emoluments payable to the independent non-executive directors during the year (2020: Nil).
#The bonus is approved by the Remuneration Committee, having regard to the individual’s contribution to the Group.
Notes:
1. | Appointed on 7 August 2020. |
2. | Included in remuneration packages under the position of chief financial officer of the Company for the year ended 31 December 2021. |
3. | Resigned on 2 January 2020. |
4. | Appointed on 2 January 2020. |
5. | Resigned on 31 October 2020. |
6. | Resigned as independent non-executive director on 7 August 2020, appointed as executive director and chief executive officer on 1 September 2020. |
7. | Resigned on 30 June 2021. |
8. | Appointed on 30 June 2021. |
30
LOTO INTERACTIVE LIMITED
乐透互娱有限公司
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(b) | FIVE HIGHEST PAID INDIVIDUAL EMOLUMENTS |
The five highest paid employees of the Group during the year included one director and one chief executive (2020: two directors and two chief executives), details of whose remuneration are included in note 11(a) above. Details of the remuneration for the year of the remaining three (2020: one) highest paid employee who is neither a director nor chief executive of the Company is as follows:
2020 | 2021 | |||||||
HK$'000 | HK$'000 | |||||||
Salaries, allowances and benefits in kind | 2,400 | 3,504 | ||||||
Bonus | 200 | 292 | ||||||
Pension scheme contributions | 17 | 54 | ||||||
Equity-settled share-based payment expense | - | 4 | ||||||
2,617 | 3,854 |
The number of non-director and non-chief executive highest paid employees whose remuneration fell within the following bands is as follows:
Number of employees | ||||||||
2020 | 2021 | |||||||
Nil - HK$1,000,000 | - | 2 | ||||||
HK$1,000,001 - HK$1,500,000 | - | - | ||||||
HK$1,500,000 - HK$2,000,000 | - | - | ||||||
HK$2,000,001 - HK$2,500,000 | - | - | ||||||
HK$2,500,000 - HK$3,000,000 | 1 | 1 |
12. | INCOME TAX |
No provision for Hong Kong profits tax has been made as the Hong Kong subsidiaries did not generate any assessable profits arising in Hong Kong during the year (2020: Nil).
Pursuant to the PRC Corporate Income Tax Law effective on 1 January 2008, the PRC subsidiaries are subject to corporate income tax ("CIT") at a statutory rate of 25% (2020: 25%) on their respective taxable income for the year ended 31 December 2021. Taxes on profits assessable elsewhere have been calculated at the rates of tax prevailing in the countries in which the Group operates.
2020 | 2021 | |||||||
HK$'000 | HK$'000 | |||||||
Current - Mainland China | ||||||||
Charge for the year | 3,937 | - | ||||||
Over-provision in prior years | - | (2,771 | ) | |||||
Deferred tax | (1,039 | ) | - | |||||
Total tax (credit)/expense for the year | 2,898 | (2,771 | ) |
31
LOTO INTERACTIVE LIMITED
乐透互娱有限公司
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
The reconciliation between the income tax (credit)/expense and the product of profit before tax multipled by the statutory rates for the countries (or jurisdictions) is as follows:
2020 | 2021 | |||||||
HK$'000 | HK$'000 | |||||||
Loss before tax | (40,357 | ) | (295,107 | ) | ||||
Tax at the weighted average tax rate of 16.5% to 25% (2020: 16.5% to 25%) | (6,586 | ) | (63,531 | ) | ||||
(Profit)/Loss attributable to a joint venture and associates | 278 | (308 | ) | |||||
Tax effect of income that is not taxable | (875 | ) | (477 | ) | ||||
Tax effect of expenses that are not deductible | 2,241 | 56,920 | ||||||
Tax effect of tax losses not recognised | 7,840 | 7,396 | ||||||
Over-provision in prior years | - | (2,771 | ) | |||||
Income tax (credit)/expense | 2,898 | (2,771 | ) |
At 31 December 2021, the Group had unused tax losses of HK$409,009,000 (2020: HK$312,258,000) available to offset against future taxable profits. No deferred tax asset has been recognised in respect of unused tax losses due to the unpredictability of future profit streams.
Included in unrecognised tax losses are losses of HK$96,855,000 (2020: HK$42,586,000) that are allowed to be carried forward and utilised against the taxable income of subsequent years. The loss carryforward period cannot exceed 5 years and expires between 2022 and 2026. Other losses of HK$312,154,000 (2020: HK$269,672,000) may be carried forward indefinitely.
At 31 December 2021, no deferred tax has been recognised for withholding taxes that would be payable on the unremitted earnings that are subject to withholding taxes of the Group’s subsidiary established in Mainland China. In the opinion of the directors, it is not probable that these subsidiaries will distribute such earnings in the foreseeable future.
13. | LOSS FOR THE YEAR |
The Group’s loss for the year is arrived at after charging/(crediting):
2020 | 2021 | |||||||||||
Notes | HK$'000 | HK$'000 | ||||||||||
Auditors’ remuneration | 720 | 670 | ||||||||||
Cost of sales and service rendered | 342,213 | 194,487 | ||||||||||
Staff costs (including directors’ remuneration): | ||||||||||||
Salaries and other benefits | 27,271 | 22,284 | ||||||||||
Bonus | 1,851 | 690 | ||||||||||
Pension scheme contributions | 522 | 1,119 | ||||||||||
Equity-settled share option expense | 4,028 | 1,619 | ||||||||||
33,672 | 25,712 | |||||||||||
Depreciation (included in cost of sales and service rendered) | 38,513 | 27,387 | ||||||||||
Depreciation | 3,167 | 5,471 | ||||||||||
Depreciation charge of right-of-use assets | 17 | 5,257 | 5,501 | |||||||||
Gain on disposal of items of property, plant and equipment | - | (1,505 | ) | |||||||||
Net exchange losses | 1,339 | 470 | ||||||||||
(Reversal of)/ Impairment of investments in associates | 1,047 | (937 | ) | |||||||||
Impairment of property, plant and equipment | 16 | - | 212,361 | |||||||||
Impairment of goodwill | 18 | - | 11,867 | |||||||||
Impairment of intangible assets | 19 | - | 433 | |||||||||
Impairment of trade receivables | 25 | 837 | - | |||||||||
Impairment of other receivables | 26 | 1,068 | - |
32
LOTO INTERACTIVE LIMITED
乐透互娱有限公司
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
14. | DIVIDEND |
The Directors do not recommend the payment of any dividend for each of the years ended 31 December 2021 and 2020.
15. | LOSS PER SHARE |
The calculation of the basic earnings per share amount is based on the loss for the year attributable to owners of the Company and the weighted average number of ordinary shares of approximately 507,084,000 (2020: 330,357,000) in issue during the year.
No adjustment has been made to the basic loss per share amounts presented for the year ended 31 December 2021 and 2020 in respect of a dilution as the impact of the share options outstanding had an anti-dilutive effect on the basic loss per share amounts presented.
The calculation of the basic and diluted earnings per share is based on the following:
2020 | 2021 | |||||||
HK$'000 | HK$'000 | |||||||
Loss | ||||||||
Loss for the purpose of calculating basic and diluted earnings per share | (46,767 | ) | (286,686 | ) | ||||
2020 | 2021 | |||||||
'000 | '000 | |||||||
Number of shares | ||||||||
Weighted average number of ordinary shares in issue during the year for the purposes of the | ||||||||
basic and diluted loss per share | 330,357 | 507,084 |
16. PROPERTY, PLANT AND EQUIPMENT |
33
LOTO INTERACTIVE LIMITED
乐透互娱有限公司
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
Furniture, | ||||||||||||||||||||||||
Construction in | Leasehold | Machinery and | fixtures and | |||||||||||||||||||||
progress | improvements | equipment | equipment | Motor vehicles | Total | |||||||||||||||||||
HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | |||||||||||||||||||
As at 31 December 2021 | ||||||||||||||||||||||||
COST: | ||||||||||||||||||||||||
At 1 January 2021 | 299 | 17,579 | 306,699 | 694 | 2,684 | 327,955 | ||||||||||||||||||
Additions | - | 11,736 | 8,793 | 179 | - | 20,708 | ||||||||||||||||||
Transfer | (302 | ) | - | 203 | 99 | - | - | |||||||||||||||||
Disposal | - | (5,850 | ) | (2,954 | ) | - | - | (8,804 | ) | |||||||||||||||
Exchange realignment | 3 | 331 | 8,775 | 16 | 24 | 9,149 | ||||||||||||||||||
At 31 December 2021 | - | 23,796 | 321,516 | 988 | 2,708 | 349,008 | ||||||||||||||||||
ACCUMULATED DEPRECIATION AND IMPAIRMENT: | ||||||||||||||||||||||||
At 1 January 2021 | - | 7,520 | 56,325 | 354 | 487 | 64,686 | ||||||||||||||||||
Provided during the year | - | 4,726 | 27,658 | 182 | 292 | 32,858 | ||||||||||||||||||
Impairment loss | - | 12,627 | 199,549 | 60 | 125 | 212,361 | ||||||||||||||||||
Disposal | - | (5,850 | ) | (585 | ) | - | - | (6,435 | ) | |||||||||||||||
Exchange realignment | - | 83 | 2,376 | 7 | 3 | 2,469 | ||||||||||||||||||
At 31 December 2021 | - | 19,106 | 285,323 | 603 | 907 | 305,939 | ||||||||||||||||||
CARRYING AMOUNT: | ||||||||||||||||||||||||
At 31 December 2021 | - | 4,690 | 36,193 | 385 | 1,801 | 43,069 |
The Group carried out reviews of the recoverable amount of its machinery and equipment in 2021 as a result of suspension of power supply to the three big data centres operated by our subsidiaries in PRC. These assets are used in the Group's PRC Big Data Centre Services segment. The reviews led to the recognition of an impairment loss of approximately HK$199,549,000, that has been recognised in profit or loss. The recoverable amount of the relevant assets of HK$36,193,000 has been determined on the fair value less costs of disposal using market comparable approach (level 2 fair value measurements). The key assumption for the market comparable approach method is that regarding the price of metal.
17. | LEASES AND RIGHT-OF-USE ASSETS |
Disclosures of lease-related items:
2020 | 2021 | |||||||
HK$'000 | HK$'000 | |||||||
At 31 December: | ||||||||
Right-of-use assets | ||||||||
- Land use rights | 112 | - | ||||||
- Land and buildings | 6,297 | 4,185 | ||||||
6,409 | 4,185 | |||||||
Lease commitments of short-term leases | 14 | - |
The maturity analysis, based on undiscounted cash flows, of the Group’s lease liabilities is as follows:
- Less than 1 year | 3,610 | 6,125 | ||||||
- Between 1 and 2 years | 2,916 | 2,801 | ||||||
- Between 2 and 5 years | 400 | - | ||||||
- Over 5 years | - | - | ||||||
6,926 | 8,926 |
34
LOTO INTERACTIVE LIMITED
乐透互娱有限公司
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
2020 | 2021 | |||||||
HK$'000 | HK$'000 | |||||||
Year ended 31 December: | ||||||||
Depreciation charge of right-of-use assets | ||||||||
- Land use rights | 132 | 113 | ||||||
- Land and buildings | 5,125 | 5,388 | ||||||
5,257 | 5,501 | |||||||
Lease interests | 295 | 469 | ||||||
Expenses related to short-term leases | 32 | - | ||||||
Expenses related to leases of low-value assets that are not short-term leases | - | - | ||||||
Impairment of right-of-use assets | - | 3,018 | ||||||
Total cash outflow for leases | 4,457 | 4,589 | ||||||
Additions to right-of-use assets | 7,081 | 6,278 |
The Group leases various land use rights and land and buildings. Lease agreements are typically made for fixed periods of 2 to 3 years. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose any covenants and the leased assets may not be used as security for borrowing purposes.
The Group carried out reviews of the recoverable amount of its right-of-use assets in 2021 as a result of suspension of power supply to the three big data centres operated by our subsidiaries in PRC. These assets are used in the Group’s PRC Big Data Centre Servises segment. The reviews led to the recognition of an impairment loss of HK$3,018,000, that has been recognised in profit or loss. The recoverable amount of the relevant assets of HK$4,185,000 has been determined on the basis of their value in use using discounted cash flow method (level 3 fair value measurements). The discount rate used was 21.5 per cent.
35
LOTO INTERACTIVE LIMITED
乐透互娱有限公司
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
Goodwill acquired in a business combination is allocated, at acquisition, to the cash generating units (“CGUs”) that are expected to benefit from that business combination. The carrying amount of goodwill had been allocated as follows:
2020 | 2021 | |||||||
HK$'000 | HK$'000 | |||||||
Provision of big data service: | ||||||||
Sichuan Lecaiyuntian Internet Technology Co., Ltd * ("Sichuan Lecaiyuntian") | 11,703 | - |
* The company registered as limited liability company under PRC law and the English name is for identification only.
The recoverable amounts of the CGUs are determined on the basis of their fair value less costs of disposal using discounted cash flow method. The key assumptions for the discounted cash flow method are those regarding the discount rates, growth rates and budgeted gross margin and revenue during the period. The Group estimates discount rates using pre-tax rates that reflect current market assessments of the time value of money and the risks specific to the CGUs. The growth rates are based on long-term average economic growth rate of the geographical area in which the businesses of the CGUs operate. Budgeted gross margin and revenue are based on past practices and expectations on market development.
The Group prepares cash flow forecasts derived from the most recent financial budgets approved by the directors for the next five years with the residual period using the growth rate of 0% (2020: 0%). This rate does not exceed the average long-term growth rate for the relevant markets.
The rate used to discount the forecast cash flows from the Group’s provision of big data service is 21.1% (2020: 21.1%).
19. INTANGIBLE ASSETS
Data analysis | ||||||||||||
system | ||||||||||||
Lease benefit | (purchased) | Total | ||||||||||
HK$'000 | HK$'000 | HK$'000 | ||||||||||
COST: | ||||||||||||
At 1 January 2020 | 4,612 | 2,088 | 6,700 | |||||||||
Additions | - | - | - | |||||||||
Acquisition of subsidiaries | - | - | - | |||||||||
Disposal | - | - | - | |||||||||
Exchange realignment | 6 | 134 | 140 | |||||||||
At 31 December 2020 and 1 January 2021 | 4,618 | 2,222 | 6,840 | |||||||||
Additions | - | 611 | 611 | |||||||||
Exchange realignment | 142 | 74 | 216 | |||||||||
At 31 December 2021 | 4,760 | 2,907 | 7,667 | |||||||||
ACCUMULATED AMORTISATION AND IMPAIRMENT: | ||||||||||||
At 1 January 2020 | 487 | 558 | 1,045 | |||||||||
Amortisation for the year | 4,125 | 1,542 | 5,667 | |||||||||
Exchange realignment | 6 | 122 | 128 | |||||||||
At 31 December 2020 and 1 January 2021 | 4,618 | 2,222 | 6,840 | |||||||||
Amortisation for the year | - | 178 | 178 | |||||||||
Impairment loss | - | 433 | 433 | |||||||||
Exchange realignment | 142 | 74 | 216 | |||||||||
At 31 December 2021 | 4,760 | 2,907 | 7,667 | |||||||||
CARRYING AMOUNT: | ||||||||||||
At 31 December 2020 | - | - | - | |||||||||
At 31 December 2021 | - | - | - |
The Group’s data analysis system is acquired for supporting the Big data service business.
The lease benefit was arisen from acquisition of subsidiaries.
36
LOTO INTERACTIVE LIMITED
乐透互娱有限公司
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
20. | SUBSIDIARIES |
Particulars of the subsidiaries at the end of the reporting period are as follows:
Percentage of | ||||||||||
Place of | equity interests | |||||||||
incorporation/ | Registered share capital/ | attributable to | ||||||||
Company name Directly held: | registration | issued ordinary | the Company | Principal activities | ||||||
Brighten Express Limited | Hong Kong | HK$1 | 100 | % | Investment holding | |||||
Rising Move International Limited | BVI | US$100 | 100 | % | Investment holding | |||||
Interactive Lab Limited | BVI | US$100 | 100 | % | Exploring cutting-edge technologies and | |||||
applications | ||||||||||
Indirectly held: | ||||||||||
Precious Success Holdings Limited | BVI | US$200 | 51 | % | Investment holding | |||||
("Precious Success") | ||||||||||
PAL Development Limited | Hong Kong | HK$250,000,000 | 51 | % | Investment holding | |||||
Global Score Asia Limited | BVI | US$20,000 | 100 | % | Investment holding | |||||
Trade Express Services Inc. | BVI | US$20,000 | 100 | % | Investment holding | |||||
Rise Accord Holdings Limited | BVI | US$100 | 100 | % | Investment holding | |||||
China Excellent Net Technology Investment Limited | Hong Kong | HK$3,194,581 | 95 | % | Provision of services for distribution of mobile lottery products | |||||
Hong Kong Interactive Lab Limited | Hong Kong | HK$1 | 100 | % | Exploring cutting-edge technologies and applications | |||||
Virtual Asset Ratings Limited | BVI | US$50,000 | 100 | % | Exploring cutting-edge technologies and applications | |||||
Loto Interactive Information Technology | PRC | RMB200,000,000/ | 100 | % | Investment holding | |||||
(Shenzhen) Limited*^ ("Loto Shenzhen") | RMB147,996,271 | |||||||||
Shenzhen Lewanwuxian Information | PRC | RMB10,000,000/ | 100 | % | Operating online games | |||||
Technology Co., Ltd.*# ("Shenzhen Lewanwuxian") | RMB5,100,000 | |||||||||
Chengdu Keying Interactive Information Technology Limited* | PRC | RMB10,000,000/RMB Nil | 100 | % | Providing data analysis, storage services and ancillary administrative and | |||||
consulting services | ||||||||||
Chengdu Yilaike Technology Co., Ltd.* ("Chengdu Yilaike") | PRC | RMB10,000,000/RMB50,000 | 100 | % | Providing data analysis, storage services and ancillary administrative and | |||||
consulting services | ||||||||||
Ganzi Changhe Hydropower Consumption Service Co., Ltd* ("Ganzi Changhe Hydropower") | PRC | RMB180,000,000/RMB150,000,000 | 100 | % | Providing data analysis, storage services and ancillary administrative and | |||||
Sichuan Lecaiyuntian Internet Technology Co., Ltd@ (“Sichuan Lecaiyuntian”) | PRC | RMB60,000,000/RMB Nil | 100 | % | Providing data analysis, storage services and ancillary administrative and consulting services | |||||
Interactive Medical Lab Limited | BVI | US$100 | 100 | % | Investment holding | |||||
Interactive Medical Lab Corporation | Delaware | US$100 | 100 | % | Investment holding | |||||
Might Winner Limited | Hong Kong | HK$1 | 100 | % | Money lending | |||||
H.K CB. Cute Technology Co., Limited | Hong Kong | HK$10,000 | 100 | % | Investment holding | |||||
Shenzhen Quanjing Financial Leasing Co., Ltd * | PRC | RMB 20,000,000/ RMB Nil | 100 | % | Investment holding |
* The companies are registered as limited liability companies under PRC law and the English names are for identification only.
^ Loto Shenzhen was established in the PRC with limited liability on 14 December 2017. The registered capital of Loto Shenzhen is RMB200,000,000 of which RMB147,996,271 has been paid by the Group as at 31 December 2021.
#Shenzhen Lewanwuxian was established in the PRC with limited liability on 14 December 2017. The registered capital of Shenzhen Lewanwuxian is RMB10,000,000 of which RMB5,100,000 has been paid by the Group as at 31 December 2021.
@Sichuan Lecaiyuntian was established in the PRC with limited liability on 21 February 2019. The registered capital of Sichuan Lecaiyuntian is RMB60,000,000 of which Nil has been paid by the Group as at 31 December 2021.
The following table shows information of subsidiaries that have non-controlling interests ("NCI") material to the Group. The summarised financial information represents amounts before inter-company eliminations.
37
LOTO INTERACTIVE LIMITED
乐透互娱有限公司
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
Ganzi Changhe | ||||
Name | Hydropower | |||
2020 | ||||
Principal place of business/country of incorporation | PRC | |||
% of ownership interests/voting rights held by NCI | 49%/8.4% | |||
HK$'000 | ||||
At 31 December: | ||||
Non-current assets | 180,654 | |||
Current assets | 27,845 | |||
Current liabilities | (22,128 | ) | ||
Net assets | 186,371 | |||
Accumulated NCI | 91,322 | |||
Year ended 31 December: | ||||
Revenue | 164,208 | |||
Total expenses | (155,292 | ) | ||
Profit for the year | 8,916 | |||
Total comprehensive income | 8,916 | |||
Profit allocated to NCI | 3,678 | |||
Net cash generated from operating activities | 22,886 | |||
Net cash used in investing activities | (117,602 | ) | ||
Net cash generated from financing activities | 89,157 | |||
Effect of foreign exchange rate changes, net | (310 | ) | ||
Net decrease in cash and cash equivalents | (5,869 | ) |
38
LOTO INTERACTIVE LIMITED
乐透互娱有限公司
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
21. INVESTMENTS IN ASSOCIATES
2020 | 2021 | |||||||
HK$'000 | HK$'000 | |||||||
Unlisted investments | ||||||||
Share of net assets | 4,308 | 4,601 | ||||||
Goodwill | 1,282 | 1,319 | ||||||
5,590 | 5,920 | |||||||
Impairment losses | (3,159 | ) | (2,222 | ) | ||||
2,431 | 3,698 |
Particulars of the associates at the end of the reporting period are as follows:
Place of | Percentage of equity interests | |||||||||||
incorporation | attributable to the Company | |||||||||||
Company name | /registration | 2020 | 2021 | Principal activities | ||||||||
ChariLot Company Limited ("ChariLot") | Hong Kong | 40 | % | 40 | % | Investment holding and provision of services for the distribution of lottery products | ||||||
Guangzhou Sentai Information Technology Co., Ltd.* ("Guangzhou Sentai") | PRC | 20 | % | 20 | % | Self-media |
* The companies registered as limited liability companies under PRC law and the English name is for identification only.
Guangzhou Sentai is a company mainly engaged in operating a self-media called 世鏈財經 (www.shilian.com) providing updated blockchain information.
39
LOTO INTERACTIVE LIMITED
乐透互娱有限公司
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
The following table shows information of associates that are material to the Group. These associates are accounted for in the consolidated financial statements using the equity method. The summarised financial information presented is based on the IFRS financial statements of the associates.
Name | Guangzhou Sentai | |||||||
2020 | 2021 | |||||||
Principal place of business/country of incorporation | PRC/PRC | PRC/PRC | ||||||
Principal activities | Self-media | |||||||
% ownership interests/voting rights held by the Group | 20%/20% | |||||||
At 31 December: | HK$'000 | HK$'000 | ||||||
Non-current assets | 21,616 | 22,488 | ||||||
Current assets | 6,392 | 7,882 | ||||||
Current liabilities | (6,470 | ) | (7,366 | ) | ||||
Net assets | 21,538 | 23,004 | ||||||
Group's share of net assets | 4,308 | 4,601 | ||||||
Goodwill | 1,282 | 1,319 | ||||||
Impairment losses | (3,159 | ) | (2,222 | ) | ||||
Group's share of carrying amount of interest | 2,431 | 3,698 | ||||||
Year ended 31 December: | ||||||||
Reveune | 1,797 | 5,317 | ||||||
Profit/(Loss) from continuing operations | (341 | ) | 836 | |||||
Total comprehensive income/(loss) | (341 | ) | 836 |
The Group has discontinued the recognition of its share of losses of the associate ChariLot because of the share of losses of the associate exceeded the Group's interest in the associate and the Group has no obligation to take up further losses. The amounts of the Group's unrecognised share of losses of the associate for the year and cumulatively, are as follows:
2020 | 2021 | |||||||
HK$'000 | HK$'000 | |||||||
Unrecognised share of losses of an associate for the year | - | - | ||||||
Accumulated unrecognised share of losses of an associate | (290 | ) | (290 | ) |
22. INVESTMENT IN A JOINT VENTURE |
Particulars of the Group’s joint venture is as follows: |
Place of | Proportion of ownership | Proportion of voting rights | ||||||||||||||||||||
incorporation | Class of | interest held by the Group | held by the Group | Principal | ||||||||||||||||||
Company name | and operation | shares held | 2020 | 2021 | 2020 | 2021 | activities | |||||||||||||||
PALTECH Company Limited | Hong Kong | Ordinary | 60 | % | 60 | % | 60 | % | 60 | % | Inactive |
40
LOTO INTERACTIVE LIMITED
乐透互娱有限公司
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
The following table illustrates the aggregate financial information of the Group’s joint venture that is not individually material:
2020 | 2021 | |||||||
HK$'000 | HK$'000 | |||||||
Cumulative unrecognised share of total comprehensive loss of joint venture | (210 | ) | (210 | ) |
23. EQUITY INVESTMENTS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME
2020 | 2021 | |||||||
Equity security, at fair value | HK$'000 | HK$'000 | ||||||
Listed outside Hong Kong – company A | 5,057 | - | ||||||
Analysed as: | ||||||||
Non-current assets | 5,057 | - |
The above investments are intended to be held for the medium to long-term. Designation of these investments as equity investments at fair value through other comprehensive income can avoid the volatility of the fair value changes of these investments to the profit or loss.
24. LOAN RECEIVABLES
(a) Brighten Topper Limited
On 3 April 2020, the Company granted a loan (the "Loan A") to an independent third party, Brighten Topper Limited ("Brighten Topper"), in the principal amount of HK$30,000,000 at the interest rate of 10% per annum for a term of two years. The interest for the first twelve months (being HK$3,000,000) shall be paid by Brighten Topper on or before 2 April 2021. The Loan A was guaranteed by Ms. Li Xue ("Ms. Li"), a director and sole beneficial owner of Brighten Topper and was secured by a property in PRC held by Ms. Li and any rights and interests derived thereof.
In the opinion of the directors, as at 31 December 2021, the fair value of the collateral approximated to RMB40,850,000 (equivalent to approximately HK$49,963,000) (2020: RMB40,085,000 (equivalent to approximately HK$47,627,000)). The Group seeks to maintain strict monitoring over the loan receivable and the financial performance of Brighten Topper. Overdue balances will be regularly reviewed by senior management.
25. TRADE RECEIVABLES
2020 | 2021 | |||||||
HK$'000 | HK$'000 | |||||||
Trade receivables | 9,237 | 10,962 | ||||||
Less: impairment of trade receivables | (837 | ) | (837 | ) | ||||
8,400 | 10,125 |
An aging analysis of the trade receivables as at the end of the reporting period, based on the invoice date and net of provisions, is as follows:
2020 | 2021 | |||||||
HK$'000 | HK$'000 | |||||||
Within 30 days | 7,250 | 5,190 | ||||||
31 days to 90 days | 1,124 | 1,706 | ||||||
91 days to 180 days | 4 | 1,520 | ||||||
181 days to 365 days | 17 | 1,709 | ||||||
Over 1 year | 5 | - | ||||||
8,400 | 10,125 |
41
LOTO INTERACTIVE LIMITED
乐透互娱有限公司
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
Reconciliation of loss allowance for trade receivables: | ||||||||
2020 | 2021 | |||||||
HK$'000 | HK$'000 | |||||||
At 1 January | - | 837 | ||||||
Increase in loss allowance for the year | 837 | - | ||||||
At 31 December | 837 | 837 |
The Group’s trading terms with its customers are usually on credit, in some instances where payment in advance is required. The credit period is generally two months for two major customers. Each customer has a maximum credit limit. The Group seeks to maintain strict control over its outstanding receivables and has a credit control department to minimise credit risk. Overdue balances are reviewed regularly by senior management. The Group does not hold any collateral or other credit enhancements over its trade receivable balances.
The Group applies the simplified approach under IFRS 9 to provide for expected credit losses using the lifetime expected loss provision for all trade receivables. To measure the expected credit losses, trade receivables have been grouped based on shared credit risk characteristics and the days past due. The expected credit losses also incorporate forward looking information.
Less than 1 | 1-3 months past | 3-6 months past | 6-12 months | Over 1 year | ||||||||||||||||||||||||
Current | month past due | due | due | past due | past due | Total | ||||||||||||||||||||||
HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | ||||||||||||||||||||||
At 31 December 2020 | ||||||||||||||||||||||||||||
Weighted average | ||||||||||||||||||||||||||||
expected loss rate | 0.00 | % | 0.00 | % | 0.00 | % | 0.00 | % | 0.00 | % | 100.00 | % | ||||||||||||||||
Receivable amount | 8,287 | 87 | 4 | 17 | 5 | 837 | 9,237 | |||||||||||||||||||||
Loss allowance | - | - | - | - | - | 837 | 837 | |||||||||||||||||||||
At 31 December 2021 | ||||||||||||||||||||||||||||
Weighted average | ||||||||||||||||||||||||||||
expected loss rate | 0.00 | % | 0.00 | % | 0.00 | % | 0.00 | % | 0.00 | % | 100.00 | % | ||||||||||||||||
Receivable amount | 5,190 | 1,706 | 1,520 | 1,709 | - | 837 | 10,962 | |||||||||||||||||||||
Loss allowance | - | - | - | - | - | 837 | 837 |
26. PREPAYMENTS, DEPOSITS AND OTHER RECEIVABLES
2020 | 2021 | |||||||
HK$'000 | HK$'000 | |||||||
Other receivables | 2,436 | 1,536 | ||||||
Other receivable from a shareholder of a subsidiary | 15,549 | - | ||||||
Other tax assets | 24,264 | 19,848 | ||||||
Utility deposits | 16,254 | 10,135 | ||||||
Other deposits | 943 | 2,503 | ||||||
Prepayments | 24,640 | 5,646 | ||||||
84,086 | 39,668 | |||||||
Impairment of other receivables | (1,068 | ) | (1,068 | ) | ||||
83,018 | 38,600 |
42
LOTO INTERACTIVE LIMITED
乐透互娱有限公司
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
The movement in the impairment of other receivables are as follows:
2020 | 2021 | |||||||
HK$'000 | HK$'000 | |||||||
At 1 January | - | 1,068 | ||||||
Impairment losses recognised | 1,068 | - | ||||||
At 31 December | 1,068 | 1,068 |
27. CASH AND CASH EQUIVALENTS
2020 | 2021 | |||||||
HK$'000 | HK$'000 | |||||||
Cash and cash equivalents | 44,252 | 35,843 | ||||||
Cash and cash equivalents denominated in: | ||||||||
USD | 19,688 | 5,952 | ||||||
RMB (Note) | 19,983 | 27,191 | ||||||
HK$ | 4,581 | 2,700 | ||||||
44,252 | 35,843 |
Note: Conversion of RMB into foreign currencies is subject to the PRC’s Foreign Exchange Control Regulations.
28. | TRADE PAYABLES |
The aging analysis of trade payables, based on the date of receipt of goods, is as follows:
2020 | 2021 | |||||||
HK$'000 | HK$'000 | |||||||
Within 30 days | 1,057 | 1,114 | ||||||
31 to 90 days | 2,702 | - | ||||||
91 to 180 days | 194 | 868 | ||||||
181 to 365 days | 63 | - | ||||||
Over 1 year | 595 | - | ||||||
4,611 | 1,982 |
The average credit period on purchases of goods is 60 days.
29. ACCRUALS AND OTHER PAYABLES
2020 | 2021 | |||||||
HK$'000 | HK$'000 | |||||||
Other payables | 3,697 | 6,262 | ||||||
Construction cost payables | 5,025 | - | ||||||
Amount due to a shareholder of a joint venture | 2,334 | 2,334 | ||||||
Deposit received from customers | 12,091 | 5,395 | ||||||
Accruals | 2,587 | 659 | ||||||
25,734 | 14,650 |
43
LOTO INTERACTIVE LIMITED
乐透互娱有限公司
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
30. LEASE
LIABILITIES
Lease payments
Present value of lease payments
2020
2021
2020
2021
HK$'000
HK$'000
HK$'000
HK$'000
Within one year
3,610
6,125
3,360
5,851
In the second to fifth years, inclusive
3,316
2,801
3,236
2,758
After five years
-
-
-
-
6,926
8,926
Less: Future finance charges
(330 )
(317 )
Present value of lease liabilities
6,596
8,609
6,596
8,609
Less: Amount due for settlement within 12 months (shown under current liabilities)
(3,360 )
(5,851 )
Amount due for settlement after 12 months
3,236
2,758
At 31 December 2021, the average effective borrowing rate was 5.3% (2020: 5.3%). Interest rates are fixed at the contract dates and thus expose the Group to fair value interest rate risk.
31. AMOUNT DUE TO A RELATED COMPANY
The advance is unsecured, interest-free and repayable on demand.
32. SHARE CAPITAL
2020 | 2021 | |||||||
HK$'000 | HK$'000 | |||||||
Authorised | ||||||||
650,000,000 (2020: 550,000,000) ordinary shares of HK$0.1 (2020: HK$0.1) each | 55,000 | 65,000 |
2020 | 2021 | |||||||
HK$'000 | HK$'000 | |||||||
Issued and fully paid: | ||||||||
548,378,822 (2020: 379,023,983) ordinary shares of HK$0.1 (2020: HK$0.1) each | 37,902 | 54,838 |
A summary of movements in the Company’s share capital is as follows:
Number of | Share Captial | |||||||
shares in issue | HK$'000 | |||||||
At 1 January 2020 | 3,158,599,836 | 31,586 | ||||||
Share consolidation (Note (a)) | (2,842,739,853 | ) | - | |||||
Placing of new shares (Note (b)) | 63,164,000 | 6,316 | ||||||
At 31 December 2020 and 1 January 2021 | 379,023,983 | 37,902 | ||||||
Issuance of shares on subscription (Note (c)) | 169,354,839 | 16,936 | ||||||
At 31 December 2021 | 548,378,822 | 54,838 |
44
LOTO INTERACTIVE LIMITED
乐透互娱有限公司
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
Note:
(a) | A share consolidation has taken place on 28 May 2020. that every ten issued and unissued existing shares of HK$0.01 each in the share capital of the Company has been consolidated into one consolidated share of HK$0.1 each in the share capital of the Company. |
(b) | A placing has taken place on 9 October 2020. A total of 63,164,000 placing shares have been placed at the placing price of HK$0.26 per placing share. The gross proceeds and net proceeds from the placing amounted to approximately HK$16,423,000 and HK$16,028,000, respectively. |
(c) | A subscription has taken place on 31 March 2021. A total of 169,354,839 subscription shares have been issued at the subscription price of HK$0.62 per subscription share. The gross proceeds and net proceeds from the subscription amounted to approximately HK$105,000,000 and HK$100,554,000, respectively. |
By an ordinary resolution passed by the shareholders of the Company on 26 March 2021, the authorised share capital of the Company was increased from HK$55,000,000 to HK$65,000,000 by the creation of 100,000,000 additional shares of the Company of HK$0.1 each, such new shares rank pari passu in all respects with the existing shares of the Company.
33. RESERVES
(a) Group
The amounts of the Group’s reserves and movements therein are presented in the consolidated statement of profit or loss and other comprehensive income and consolidated statement of changes in equity.
(b) Company | ||||||||||||||||||||
Equity | ||||||||||||||||||||
Share-based | investment | |||||||||||||||||||
payment | revaluation | Accumulated | ||||||||||||||||||
Share premium | reserve | reserve | losses | Total | ||||||||||||||||
HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | ||||||||||||||||
At 1 January 2020 | 329,194 | 20,881 | (2,570 | ) | (36,344 | ) | 311,161 | |||||||||||||
Loss for the year | - | - | - | (30,512 | ) | (30,512 | ) | |||||||||||||
Issue of ordinary shares upon exercise of share options | 9,712 | - | - | - | 9,712 | |||||||||||||||
Equity-settled share-based payment expense | - | 4,028 | - | - | 4,028 | |||||||||||||||
Cancellation of share option | - | (15,539 | ) | - | 15,539 | - | ||||||||||||||
Fair value changes of equity investments at fair value through other comprehensive income | - | - | (83 | ) | - | (83 | ) | |||||||||||||
At 31 December 2020 and 1 January 2021 | 338,906 | 9,370 | (2,653 | ) | (51,317 | ) | 294,306 | |||||||||||||
Loss for the year | - | - | - | (312,017 | ) | (312,017 | ) | |||||||||||||
Issuance of shares on subscription (Note 33(c)) | 83,618 | - | - | - | 83,618 | |||||||||||||||
Equity-settled share-based payment expense | - | 1,619 | - | - | 1,619 | |||||||||||||||
Fair value changes of equity investments at fair value through other comprehensive income | - | - | 14,397 | - | 14,397 | |||||||||||||||
At 31 December 2021 | 422,524 | 10,989 | 11,744 | (363,334 | ) | 81,923 |
(c) | Nature and purpose of reserves |
(i) | Share premium account |
Under the Companies Law of the Cayman Islands, the funds in the share premium account of the Company are distributable to the shareholders of the Company provided that immediately following the date on which the dividend is proposed to be distributed, the Company will be in a position to pay off its debts as they fall due in the ordinary course of business.
45
LOTO INTERACTIVE LIMITED
乐透互娱有限公司
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(ii) Share-based payment reserve
The share-based payment reserve represents the fair value of the actual or estimated number of unexercised share options granted to employees and consultants of the Group recognised in accordance with the accounting policy adopted for equity-settled share-based payments in note 3 to the consolidated financial statements.
(iii) | Exchange reserve |
The exchange reserve comprises all foreign exchange differences arising from the translation of the consolidated financial statements of foreign operations. The reserve is dealt with in accordance with the accounting policies set out in note 3 to the consolidated financial statements.
34. | SHARE-BASED PAYMENTS |
The Company operates a share option scheme for the purpose of providing incentives and rewards to eligible participants who contribute to the success of the Group’s operations and to encourage the participants to work towards enhancing the value of the Company and its shares for the benefit of the Company and its shareholders as a whole.
The share option scheme which was adopted by the shareholders of the Company on 20 April 2002 expired on 20 April 2012 (the "Old Share Option Scheme"). Following the expiry of the Old Share Option Scheme, the shareholders of the Company adopted a new share option scheme on 18 May 2012 (the "2012 Share Option Scheme"). Under the 2012 Share Option Scheme, the directors of the Company may, at their discretion, grant to any participants share options to subscribe for the Company’s shares, subject to the terms and conditions stipulated therein. Notwithstanding the expiry of the Old Share Option Scheme, the share options which had been granted during the life of the Old Share Option Scheme shall continue to be valid and exercisable in accordance with their terms of issue.
On 17 August 2017, the board of directors resolved that (i) the cancellation of an aggregate of 3,408,599 share options granted but not exercised under the Old Share Option Scheme; and (ii) the cancellation of an aggregate of 113,042,871 share options granted but not exercised under the 2012 Share Option Scheme, subject to the written consent of the option holders to cancel their respective share options ("Resolution").
The following is a summary of the principal terms of the 2012 Share Option Scheme:
(a) | Purpose of the schemes |
The purpose of the 2012 Share Option Scheme is to provide incentives and rewards to eligible participants for their contribution to the Group and to attract, retain and motivate high-caliber eligible participants to work towards enhancing the value of the Company and its shares for the benefit of the Company and its shareholders as a whole.
(b) | Participants of the schemes |
The participants of the 2012 Share Option Scheme shall be (1) any full time or part time employees of the Group (including any executive or non-executive directors of the Company or any of its subsidiaries) and (2) any suppliers, consultants, agents and advisers.
(c) | Total number of shares available for issue under the schemes |
The total number of shares which may be issued upon exercise of all share options to be granted under the 2012 Share Option Scheme and any other schemes of the Company must not in aggregate exceed 10% of the shares in issue on the respective dates of approval of each of the schemes. The 10% limit may be refreshed with the approval by ordinary resolution of the Company’s shareholders.
The maximum number of shares which may be issued upon exercise of all outstanding share options granted and yet to be exercised under the 2012 Share Option Scheme and any other schemes of the Company must not exceed 30% of the shares in issue from time to time.
46
LOTO INTERACTIVE LIMITED
乐透互娱有限公司
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(d) | Maximum entitlement of each participant under the schemes |
The total number of shares issued and to be issued upon exercise of the share options granted or to be granted to each participant (including exercised, cancelled and outstanding options) in any twelve-month period must not exceed 1% of the shares in issue unless the same is approved by the Company’s shareholders in general meeting.
In addition, for any grant of share options to a substantial shareholder and/or an independent non-executive director of the Company or any of their respective associates, and where the total number of the shares issued and to be issued upon exercise of all options granted or to be granted to such person in any twelve-month period exceed 0.1% of the shares in issue and with an aggregate value in excess of HK$5 million, then the proposed grant is also subject to the approval of the Company’s shareholders in general meetings.
(e) | The period within which the shares must be taken up under an option |
The period during which an option may be exercised is determined by the board of directors at its absolute discretion, save that such period shall not be longer than 10 years from the date of grant.
(f) | The minimum period for which an option must be held before it can be exercised |
As determined by the board of directors upon the grant of an option.
(g) | The amount payable on acceptance of an option and the period within which payments shall be made |
Under the 2012 Share Option Scheme, the acceptance of an offer of the grant of the share options must be made within 28 days from the date of grant and HK$1.00 is payable on acceptance of the grant of options.
(h) | The basis of determining the exercise price |
The exercise price is determined by the board of directors which shall be at least the highest of (i) the closing price of the shares as stated in the Stock Exchange’s daily quotations sheet on the date when an option is offered; (ii) a price being the average of the closing prices of the shares as stated in the Stock Exchange’s daily quotations sheets for the five business days immediately preceding the date on which an option is offered; and (iii) the nominal value of the share.
(i) | The remaining life of the scheme |
The 2012 Share Option Scheme shall be valid and effective for a period of ten years from the date of adoption until 17 May 2022.
47
LOTO INTERACTIVE LIMITED
乐透互娱有限公司
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
The 2012 Share Option Scheme
Movements of the share options under the 2012 Share Option Scheme during the year ended 31 December 2021 are set out below:
Category of participants | Outstanding at 1.1.2020 | Reclassified on 2.1.20205 | Share consolidationon on 28.5.2020 | Cancelled during the year6 | Granted during the year | Reclassified on 1.9.20207 | Lapsed during the year8 | Outstanding at 31.12.2020 & 1.1.2021 | Reclassified during the year9 | Lapsed during the year | Cancelled during the year | Outstanding at 31.12.2021 | Date of grant of share options | Share price at date of grant of share options10 HK$ | Exercise price of share options9 HK$ | |||||||||||||||||||||||||||||||||||||||||||||
Director1 | 84,000,000 | (5,000,000 | ) | (71,100,000 | ) | (7,900,000 | ) | - | - | - | - | - | - | - | - | 05.01.2018 | 1.87 | 2.00 | ||||||||||||||||||||||||||||||||||||||||||
Director2 | 84,000,000 | (1,332,000 | ) | (74,401,200 | ) | - | - | - | - | 8,266,800 | (4,133,200 | ) | - | (200,000 | ) | 3,933,600 | 01.04.2019 | 1.10 | 1.10 | |||||||||||||||||||||||||||||||||||||||||
Director3 | - | - | - | - | 10,900,000 | 3,100,000 | - | 14,000,000 | (3,100,000 | ) | - | (200,000 | ) | 10,700,000 | 10.08.2020 | 0.26 | 0.26 | |||||||||||||||||||||||||||||||||||||||||||
Sub-total: | 168,000,000 | (6,332,000 | ) | (145,501,200 | ) | (7,900,000 | ) | 10,900,000 | 3,100,000 | - | 22,266,800 | (7,233,200 | ) | - | (400,000 | ) | 14,633,600 | |||||||||||||||||||||||||||||||||||||||||||
Employees1 | 2,100,000 | - | (1,890,000 | ) | (210,000 | ) | - | - | - | - | - | - | - | - | 05.01.2018 | 1.87 | 2.00 | |||||||||||||||||||||||||||||||||||||||||||
Employees2 | 1,100,000 | - | (990,000 | ) | - | - | - | - | 110,000 | (30,000 | ) | - | - | 80,000 | 01.04.2019 | 1.10 | 1.10 | |||||||||||||||||||||||||||||||||||||||||||
Employees3 | - | - | - | - | 900,000 | - | - | 900,000 | (250,000 | ) | (20,000 | ) | (30,000 | ) | 600,000 | 10.08.2020 | 0.26 | 0.26 | ||||||||||||||||||||||||||||||||||||||||||
Sub-total: | 3,200,000 | - | (2,880,000 | ) | (210,000 | ) | 900,000 | - | - | 1,010,000 | (280,000 | ) | (20,000 | ) | (30,000 | ) | 680,000 | |||||||||||||||||||||||||||||||||||||||||||
Others1 | 67,300,000 | 5,000,000 | (65,070,000 | ) | (6,830,000 | ) | - | - | - | 400,000 | - | - | - | 400,000 | 05.01.2018 | 1.87 | 2.00 | |||||||||||||||||||||||||||||||||||||||||||
Others2 | 57,336,000 | 1,332,000 | (52,801,200 | ) | - | - | - | (600,000 | ) | 5,266,800 | 4,163,200 | - | (30,000 | ) | 9,400,000 | 01.04.2019 | 1.10 | 1.10 | ||||||||||||||||||||||||||||||||||||||||||
Others3 | - | - | - | 13,660,000 | (3,100,000 | ) | (600,000 | ) | 9,960,000 | 3,350,000 | - | (6,340,000 | ) | 6,970,000 | 10.08.2020 | 0.26 | 0.26 | |||||||||||||||||||||||||||||||||||||||||||
Sub-total: | 124,636,000 | 6,332,000 | (117,871,200 | ) | (6,830,000 | ) | 13,660,000 | (3,100,000 | ) | (1,200,000 | ) | 15,626,800 | 7,513,200 | - | (6,370,000 | ) | 16,770,000 | |||||||||||||||||||||||||||||||||||||||||||
Total: | 295,836,000 | - | (266,252,400 | ) | (14,940,000 | ) | 25,460,000 | - | (1,200,000 | ) | 38,903,600 | - | (20,000 | ) | (6,800,000 | ) | 32,083,600 | |||||||||||||||||||||||||||||||||||||||||||
Weighted average exercise price (HK$) | 0.16 | 2.00 | 0.26 | 0.68 | 0.57 | 0.26 | 0.29 | 0.61 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Share options exercisable | 141,228,000 | 17,344,800 | 25,965,600 |
1 | The share options granted on 5 January 2018 are divided into 3 tranches exercisable from 5 January 2018, 5 January 2019 and 5 January 2020 respectively to 4 January 2028. |
2 | The share options granted on 1 April 2019 are divided into 3 tranches exercisable from 1 April 2019, 1 April 2020 and 1 April 2021 respectively to 31 March 2029. |
3 | The share options granted on 10 August 2020 are divided into 3 tranches exercisable from 10 August 2020, 10 August 2021 and 10 August 2022 respectively to 9 August 2030. |
4 | The category “Others” represents consultants of the Group. Consultants are individuals who rendered consultancy services in respect of the business development to the Group without receiving any compensation. The Group granted share options to them for recognising their services similar to those rendered by employees of the Group. |
5 | To better reflect Mr. Pan Zhengming’s resignation as non-executive director on 2 January 2020, and Ms. Zhang Jing's appointment as non-executive director on 2 January 2020, the type of participant has been reclassified from directors to others, and from others to directors respectively. |
6 | 14,940,000 share options granted to the options holders were cancelled in accordance with the terms of the share option scheme adopted by the Group on 18 May 2012. |
7 | To better reflect Mr. Yan Hao's appointment as independent non-executive director and chief executive officer on 1 September 2020, the type of participant has been reclassified from others to directors. |
8 | Mr. Pan Zhengming’s appointment as consultant has been terminated on 23 November 2020. 1,200,000 outstanding share options granted to him were lapsed on the same date. |
9 | To better reflect Mr. Yuan Qiang’s resignation as non-executive director on 30 June 2021, and Mr. Yang Xianfeng's appointment as non-executive director on 30 June 2021, the type of participant has been reclassified from directors to others, and from others to directors respectively. |
10 | The share price at date of grant of share options and the exercise price of share options have ebeen adjusted to reflect the Share Conolidation. |
48
LOTO INTERACTIVE LIMITED
乐透互娱有限公司
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
The fair values of share options granted in 2020 were calculated using the Binomial Tree model. The inputs into the model are as follows: | ||||
2020 | ||||
Weighted average share price (HK$) | 0.26 | |||
Weighted average exercise price (HK$) | 0.26 | |||
Expected volatility | 87.11 | % | ||
Risk free rate | 0.27 | % | ||
Expected dividend yield | 0.00 | % |
The total fair values of the share options granted in 2020 were at amount of approximately HK$4,014,000. During the year, an amount of approximately HK$1,619,000 (2020: HK$4,028,000) was recognised as equity-settled share option expense.
The Group recognised equity-settled share-based payment expenses at a total of HK$1,619,000 (2020: HK$4,028,000), included in which of HK$306,000 (2020: HK$Nil) was recognised immediately as accelerated vesting due to the cancellation of share options for the year ended 31 December 2021 in relation to share options granted by the Company in the prior years.
During the year ended 31 December 2021, 20,000 (2020: 1,200,000) of the share options were lapsed due to termination of a consultant and 6,800,000 (2020: 14,940,000) of the share options were cancelled under the 2012 Share Option Scheme.
35. | NOTES TO THE CONSOLIDATED STATEMENT OF CASH FLOWS |
(a) | Purchase of non-controlling interests |
During the year, the Group acquired 49% interests in a 51% subsidiary from the non-controlling shareholders at a cash consideration of approximately HK$104,357,000. The effect of the acquisition on the equity attributable to the owners of the Company is as follows:
HK$'000 | ||||
Share of net assets in the subsidiary acquired | 85,391 | |||
Consideration | 104,357 | |||
Loss on acquisition recognised directly in equity | 18,966 |
49
LOTO INTERACTIVE LIMITED
乐透互娱有限公司
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(b) Changes in liabilities arising from financing activities
The following table shows the Group’s changes in liabilities arising from financing activities during the year:
Amount due to | Total liabilities | |||||||||||||||
a related | Amount due to | from financing | ||||||||||||||
Lease liabilities | company | holding company | activities | |||||||||||||
HK$'000 | HK$'000 | HK$'000 | HK$'000 | |||||||||||||
At 1 January 2020 | 4,439 | 11,380 | 1 | 15,820 | ||||||||||||
Change in cash flows | (4,425 | ) | (10,913 | ) | (1 | ) | (15,339 | ) | ||||||||
Non-cash changes | ||||||||||||||||
- additions | 7,081 | - | - | 7,081 | ||||||||||||
- interest charges | 295 | - | - | 295 | ||||||||||||
- rental concession | (833 | ) | - | - | (833 | ) | ||||||||||
- exchange differences | 39 | - | - | 39 | ||||||||||||
At 31 December 2020 and 1 January 2021 | 6,596 | 467 | - | 7,063 | ||||||||||||
Change in cash flows | (4,589 | ) | (467 | ) | - | (5,056 | ) | |||||||||
Non-cash changes | ||||||||||||||||
- additions | 6,278 | - | - | 6,278 | ||||||||||||
- interest charges | 469 | - | - | 469 | ||||||||||||
- rental concession | (145 | ) | - | - | (145 | ) | ||||||||||
- exchange differences | - | - | - | - | ||||||||||||
At 31 December 2021 | 8,609 | - | - | 8,609 |
36. | CAPITAL COMMITMENTS |
The Group’s capital commitments at the end of the reporting period are as follows:
2020 | 2021 | |||||||
HK$'000 | HK$'000 | |||||||
Property, plant and equipment | ||||||||
Contracted, but not provided for | 33 | - |
37. RELATED PARTY TRANSACTIONS
(a) | In addition to those related party transactions and balances disclosed elsewhere in the consolidated financial statements, the Group had the following transactions with its related parties during the year: |
2020 | 2021 | |||||||
HK$'000 | HK$'000 | |||||||
Big data services income from fellow subsidiaries (Note) | - | 12,673 |
Note:
The fellow subsidiaries represent 500wan HK Limited and E-Sun Sky Computer (Shenzhen) Co., Ltd. which are wholly-owned subsidiaries of the Holding Company.
50
LOTO INTERACTIVE LIMITED
乐透互娱有限公司
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
(b) Compensation of key management personnel of the Group:
2020 | 2021 | |||||||
HK$'000 | HK$'000 | |||||||
Fees, salaries, allowances, bonus and benefits in kind | 4,479 | 3,521 | ||||||
Pension scheme contributions | 34 | 31 | ||||||
Equity-settled share-based payment expense | 2,519 | 767 | ||||||
7,032 | 4,319 |
Further details of directors’ and chief executive’s emoluments are included in note 11 to the consolidated financial statements.
38. STATEMENT OF FINANCIAL POSITION OF THE COMPANY
2020 | 2021 | |||||||
HK$'000 | HK$'000 | |||||||
NON-CURRENT ASSETS | ||||||||
Property, plant and equipment | 4,821 | 7,874 | ||||||
Investments in subsidiaries | 2 | 2 | ||||||
Right-of-use assets | 5,497 | 4,185 | ||||||
Equity investments at fair value through other comprehensive income | 5,057 | - | ||||||
15,377 | 12,061 | |||||||
CURRENT ASSETS | ||||||||
Prepayments, deposits and other receivables | 2,640 | 7,855 | ||||||
Amount due from subsidiaries | 327,350 | 151,401 | ||||||
Cash and cash equivalents | 19,248 | 3,024 | ||||||
349,238 | 162,280 | |||||||
CURRENT LIABILITIES | ||||||||
Accruals and other payables | 1,171 | 1,572 | ||||||
Lease liabilities | 2,760 | 5,591 | ||||||
Amount due to subsidiaries | 25,030 | 27,659 | ||||||
Amount due to related parties | 462 | - | ||||||
29,423 | 34,822 | |||||||
NET CURRENT ASSETS | 319,815 | 127,458 | ||||||
TOTAL ASSETS LESS CURRENT LIABILITIES | 335,192 | 139,519 | ||||||
NON-CURRENT LIABILITIES | ||||||||
Lease liabilities | 2,984 | 2,758 | ||||||
2,984 | 2,758 | |||||||
NET ASSETS | 332,208 | 136,761 | ||||||
EQUITY | ||||||||
Share capital | 37,902 | 54,838 | ||||||
Reserves | 294,306 | 81,923 | ||||||
TOTAL EQUITY | 332,208 | 136,761 |
39. | APPROVAL OF FINANCIAL STATEMENTS |
These consolidated financial statements were approved and authorised for issue by the board of directors of the Company on 23 March 2022.
51
Exhibit 99.2
Alliance International Technologies Limited
(formerly, Blockchain Alliance Technologies Limited)
Combined Financial Statements
Index
Pages | |
Independent Auditor’s Report | 2-3 |
Combined Statements of Financial Position as of December 31, 2020 | 4 |
Combined Statements of Loss and Other Comprehensive Loss for the Year Ended December 31, 2020 and the Period from January 1, 2021 to April 15, 2021 | 5 |
Combined Statements of Changes in Net Parent Investment for the Year Ended December 31, 2020 and the Period from January 1, 2021 to April 15, 2021 | 6 |
Combined Statements of Cash Flows for the Year Ended December 31, 2020 and the Period from January 1, 2021 to April 15, 2021 | 7 |
Notes to Combined Financial Statements | 8-20 |
INDEPENDENT AUDITOR’S REPORT
Board of Directors and Shareholders
BIT Mining Limited
Report on the Financial Statements
Opinion
We have audited the accompanying combined financial statements of Alliance International Technologies Limited (formerly, Blockchain Alliance Technologies Limited) and its subsidiaries, which comprise the combined statement of financial position as of December 31, 2020, and the related combined statements of loss and other comprehensive loss, changes in net parent investment, and cash flows for the year ended December 31, 2020 and the period from January 1, 2021 to April 15, 2021, and the related notes to the financial statements.
In our opinion, the accompanying combined financial statements referred to above present fairly, in all material respects, the financial position of Alliance International Technologies Limited (formerly, Blockchain Alliance Technologies Limited) as of December 31, 2020, and the results of its operations and its cash flows for the year ended December 31, 2020 and the period from January 1, 2021 to April 15, 2021 in accordance with International Financial Reporting Standards (IFRSs).
Restatement of the 2020 financial statements
As discussed in Note 2(a) to the financial statements, the accompanying combined financial statements for the year ended December 31, 2020 have been restated to correct certain misstatement.
Basis for Opinion
We conducted our audits in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of Alliance International Technologies Limited (formerly, Blockchain Alliance Technologies Limited) and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Responsibilities of Management for the Financial Statements
Management is responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about Alliance International Technologies Limited’s (formerly, Blockchain Alliance Technologies Limited) ability to continue as a going concern for one year after the date that the financial statements are issued.
Page 2
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.
In performing an audit in accordance with GAAS, we:
· | Exercise professional judgment and maintain professional skepticism throughout the audit. |
· | Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. |
· | Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of Alliance International Technologies Limited’s (formerly, Blockchain Alliance Technologies Limited)’s internal control. Accordingly, no such opinion is expressed. |
· | Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements. |
· | Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about Alliance International Technologies Limited’s (formerly, Blockchain Alliance Technologies Limited) ’s ability to continue as a going concern for a reasonable period of time. |
We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control–related matters that we identified during the audit.
/s/ Malonebailey LLP
Houston, Texas
April 25, 2022
Page 3
Combined Statement of Financial Position
(Amounts in U.S. Dollars)
As of December 31, 2020 (Restated) | ||||
Assets | ||||
Cryptocurrencies | $ | 18,570,654 | ||
Other receivables | 116,195 | |||
Total Current Assets | 18,686,849 | |||
Intangible assets | 696,191 | |||
Total Assets | $ | 19,383,040 | ||
Liabilities and Net Parent Investment | ||||
Current Liabilities | ||||
Trade payable | $ | 9,691,293 | ||
Trade payable – related party | 531,189 | |||
Other payable and accruals | 3,183,830 | |||
Total Current Liabilities | 13,406,312 | |||
Total Liabilities | 13,406,312 | |||
Net Parent Investment | ||||
Net Parent Investment | 5,976,728 | |||
Total Net Parent Investment | 5,976,728 | |||
Total Liabilities and Net Parent Investment | $ | 19,383,040 |
The accompanying notes are an integral part of these combined financial statements
Page 4
Combined Statements of Loss and Other Comprehensive Loss
(Amounts in U.S. Dollars)
For the Year Ended December 31, | For the Period from January 1 to April 15, | |||||||
2020 (Restated) | 2021 | |||||||
Revenues | $ | 1,250,250,601 | $ | 1,272,714,389 | ||||
Cost of revenues | 1,263,951,414 | 1,275,174,710 | ||||||
Gross Loss | (13,700,813 | ) | (2,460,321 | ) | ||||
Selling Expenses | (1,545,514 | ) | (226,752 | ) | ||||
General and administrative expenses | (4,620,284 | ) | (1,814,771 | ) | ||||
Impairment loss of cryptocurrencies | (172,055 | ) | - | |||||
Net gain (loss) on disposal of cryptocurrencies | 7,052,471 | (7,774,855 | ) | |||||
Other operating loss | (6,954 | ) | (1,291,905 | ) | ||||
Operating Loss | (12,993,149 | ) | (13,568,604 | ) | ||||
Loss Before Income Tax | (12,993,149 | ) | (13,568,604 | ) | ||||
Income tax expense | - | - | ||||||
Net Loss | (12,993,149 | ) | (13,568,604 | ) | ||||
Other comprehensive income | - | 94,085 | ||||||
Total Comprehensive Loss | $ | (12,993,149 | ) | $ | (13,474,519 | ) |
The accompanying notes are an integral part of these combined financial statements
Page 5
Combined Statements of Changes in Net Parent Investment
(Amounts in U.S. Dollars)
Total Net Parent Investment | ||||
Balance, December 31, 2019 | $ | 4,591,351 | ||
Loss for the year (restated) | (12,993,149 | ) | ||
Net contribution from parent | 14,378,526 | |||
Balance, December 31, 2020 (Restated) | $ | 5,976,728 | ||
Loss for the period | (13,568,604 | ) | ||
Foreign currency translation gain | 94,085 | |||
Net contribution from parent | 26,790,390 | |||
Balance, April 15, 2021 | $ | 19,292,599 |
The accompanying notes are an integral part of these combined financial statements
Page 6
Combined Statements of Cash Flows
(Amounts in U.S. Dollars)
For the Year Ended December 31, | For the Period from January 1 to April 15, | |||||||
2020 (Restated) | 2021 | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
Loss for the year | $ | (12,993,149 | ) | $ | (13,568,604 | ) | ||
Adjustments for: | ||||||||
Revenue recognized on acceptance of cryptocurrencies | (825,621,240 | ) | (926,043,308 | ) | ||||
Impairment loss of cryptocurrencies | 172,055 | - | ||||||
(Gain) / loss on disposal of cryptocurrencies | (7,052,471 | ) | 7,774,855 | |||||
Depreciation and amortization | - | 3,165 | ||||||
Changes in non-cash working capital items: | ||||||||
Other receivables | (80,069 | ) | 101,631 | |||||
Trade payable | 776,007,022 | 828,156,889 | ||||||
Trade payable – related party | 58,215,447 | 72,063,984 | ||||||
Other payable and accruals | 271,820 | 31,804,056 | ||||||
CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES | (11,080,585 | ) | 292,668 | |||||
CASH FLOWS FROM INVESTING ACTIVITY | ||||||||
Purchase of property and equipment | - | (25,761 | ) | |||||
CASH USED IN INVESTING ACTIVITIES | - | (25,761 | ) | |||||
CASH FLOWS FROM FINANCING ACTIVITY | ||||||||
Net contribution from parent | 11,080,585 | - | ||||||
CASH PROVIDED BY FINANCING ACTIVITY | 11,080,585 | - | ||||||
Effect of foreign exchange on cash | - | 94,085 | ||||||
NET CHANGE IN CASH | - | 360,992 | ||||||
CASH AT BEGINNING OF THE PERIOD | - | - | ||||||
CASH AT END OF THE PERIOD | $ | - | $ | 360,992 | ||||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||||||||
Cash paid for interest | $ | - | $ | - | ||||
Cash paid for income taxes | $ | - | $ | - |
The accompanying notes are an integral part of these combined financial statements
Page 7
1. | Nature of Operations |
Alliance International Technologies Limited (formerly, Blockchain Alliance Technologies Limited, the "Company") was incorporated under the law of British Virgin Islands (“BVI”) on March 11, 2020 under the name of “Bitmain Group Limited”, which was changed to the name of “Blockchain Alliance Technologies Limited” on February 19, 2021 and further changed to “Alliance International Technologies Limited” on December 16, 2021. The Company and its subsidiaries (together, the “Group”) principally operates a cryptocurrency mining pool under the brand of BTC.com. The Company does not conduct any substantive operations of its own but conducts its primary business operation through its subsidiaries, whose financial information was combined with the Company’s as a result of the Reorganization (defined below) from Bitdeer Technologies Holding Company (“Bitdeer”) which was completed on April 15, 2021.
Reorganization - Separation from Bitdeer
In February 2021, Bitdeer established Blockchain Alliance Technologies Holding Company (“Blockchain Alliance”), 100% shareholder of the Company, and contemplated to transfer the entire mining pool business including the ownership of and the registration right to the domain name btc.com (the “BTC.com Pool Business”), which was previously operated as part of Straitdeer Pte. Ltd. (formerly, Bitmaintech Pte. Ltd.) and its subsidiaries, subsidiaries of Bitdeer, to Hong Kong Sunstar Technology Co., Limited (formerly, Blockchain Alliance HK Limited), wholly-owned subsidiary of the Company, and its wholly-owned subsidiary Beijing Guixinyanghang Technologies Limited, a Company incorporated under the Laws of the People’s Republic of China (“PRC”). The separation of the BTC.com Pool Business from Bitdeer was consummated on April 15, 2021, when Bitdeer distributed by way of dividend in kind the shares of Blockchain Alliance to the then existing shareholders of Bitdeer. Immediately after the Reorganization, the Company was held by the group of shareholders of Bitdeer. The Reorganization was a transaction among entities under common control.
On February 16, 2021, BIT Mining Ltd. (“BIT”) entered into a share exchange agreement, which was further amended on April 15, 2021, with Blockchain Alliance, pursuant to which, BIT agreed to issue an aggregate of 44,353,435 Class A ordinary shares to Blockchain Alliance in exchange for the entire outstanding share capital of the Company. BIT and Blockchain Alliance also agreed that, in the twelve-month period from April 1, 2021 to March 31, 2022, if the Group recorded net operating profit, BIT shall issue additional Class A ordinary shares to Blockchain Alliance at par value and a maximum of 22,176,718 additional Class A ordinary shares shall be issuable. If the Group recorded net operating loss, BIT shall be entitled to repurchase certain Class A ordinary shares held by Blockchain Alliance at par value and a maximum of 4,435,344 Class A ordinary shares shall be subject to such repurchase arrangement.
On April 15, 2021, the first closing of the transactions contemplated by the share exchange agreement was completed and the entire mining pool business operated under BTC.com have been transferred to BIT.
2. | Summary of Significant Accounting Policies |
a. | Basis of Presentation and Principles of Combination |
The accompanying Combined Financial Statements are for the BTC.com Pool Business that was transferred to the Company during the Reorganization mentioned in Note 1. Consequently, stand-alone financial statements have not historically been prepared for the Group. The Combined Financial Statements are prepared in conformity with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and Interpretations issued by the International Financial Reporting Standards Interpretations Committee (“IFRIC”). Certain accounting conventions commonly used for the preparation of combined historical financial information have been applied. The term “combined financial statements” is used when referring to financial information prepared by aggregating financial statements of separate entities or components of groups that fail to meet the definition of a “group” under IFRS 10 “Consolidated financial statements” (“IFRS 10”). A key assumption underlying the preparation of combined financial statements is that there is a binding element for the economic activities throughout the period presented. The combined financial statements of the Group have been prepared by aggregating the financial information of the BTC.com Pool Business that was bound together by common control but was not a legal group. Intra-group transactions and the balances and unrealized gains or losses have been eliminated in the preparation of the combined financial statements.
Page 8
The Combined Financial Statements, except for the combined statements of cash flows, are prepared on the accrual basis. The measurement basis used is historical cost, except for certain accounts which are measured using the basis mentioned in the relevant notes herein.
In accordance with IFRS, certain situations require management to make estimates based on judgments and assumptions, which may affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements. They also may affect the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates upon subsequent resolution of identified matters. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the Combined Financial Statements are disclosed in Note 3.
Basis of Carve-out
The Combined Financial Statements of the BTC.com Pool Business include all assets and liabilities that have been determined to be directly attributable to the BTC.com Pool Business. All transactions between the BTC.com Pool Business and Bitdeer have been included as related party transactions in these Combined Financial Statements and considered to be effectively settled at the time the transaction was recorded. The total net effect of the settlement of these transactions is reflected within Net Parent Investment in the Combined Statements of Financial Position and in the Combined Statements of Cash Flows as a non-cash financing activity.
The Combined Financial Statements of the Group also include all revenues and costs directly attributable to the BTC.com Pool Business. These include costs charged to the BTC.com Pool Business by Bitdeer for certain supporting functions and services in the normal course of business. These costs have been allocated on a basis considered reasonable by management using either specific identification or proportional allocations based on headcount or other reasonable methods of allocation (see below). Income tax expense was estimated based on statutory tax rate, adjusted as appropriate for the effects of known non-taxable and non-deductible items reported in the combined statements of loss and other comprehensive loss as described above. However, the Combined Financial Statements of the BTC.com Pool Business may not reflect the actual costs that would have been incurred and may not be indicative of the BTC.com Pool Business’ combined results, financial position, and cash flows had it operated as a separate, stand-alone entity during the periods presented.
Cost Allocations
The Combined Financial Statements of the Group include general corporate expenses of Bitdeer that have been allocated to the BTC.com Pool Business for certain support functions provided on a centralized basis, such as accounting and finance, treasury, audit, legal, information technology, human resources, facilities, employee benefits and compensation, and research and development (“R&D”) activities. These costs have been allocated on a basis considered reasonable by management using either specific identification or proportional allocations based on headcount or other reasonable methods of allocation. The net expenses resulted from the cost allocations were immaterial in the year ended December 31, 2020 and the period from January 1, 2021 to April 15, 2021.
Page 9
Net Parent Investment
The BTC.com Pool Business did not comprise a separate legal entity or group of entities during the reporting periods. Therefore, it is not meaningful to present share capital or an analysis of reserves. The Group’s equity balance represented the excess or deficits of total assets over total liabilities and was presented as net parent investment in the combined statements of financial position. Changes in net assets attributed to Bitdeer are presented separately in the Combined Statements of Changes in Net Parent Investment through the line item “Net contribution from parent”. Equity transactions reflecting the internal financing between Bitdeer and the BTC.com Pool Business are included in the financing activities, presented as “Net contribution from parent”, in the combined statements of cash flows.
Restatement of prior year’s financial statements
Carrying amounts of cryptocurrencies and accounts payable
In 2021, the Group identified an error in its application of weighted average method to calculate the cost of cryptocurrencies transferred out. The Group determined that upon the sale of cryptocurrencies, it should derecognize the cryptocurrencies at the carrying amount of the respective individual asset. The weighted average method changes the carrying amount of the cryptocurrencies transferred out and further results in that the impairment of cryptocurrencies is not measured at an individual asset level. The Group corrected the error by applying first-in, first-out (“FIFO”) method of accounting to determine which units of cryptocurrencies are transferred out. See Note 2(e) for a detailed discussion on the cryptocurrencies policy. The adjustment did not have a significant impact for the year ended December 31, 2019. The previously reported combined financial statements for the year ended December 31, 2020 are restated to correct the above error.
The effects of the restatement on the combined statement of financial position, statements of loss and other comprehensive loss, changes in net parent investment, and cash flows for the year ended December 31, 2020, are presented below.
Restated Combined Statement of Financial Position
In USD | As of December 31, 2020 | |||||||||||
As previously reported | Effect of restatement | As restated | ||||||||||
Cryptocurrencies | 9,516,569 | 9,054,085 | 18,570,654 | |||||||||
Current assets | 9,632,764 | 9,054,085 | 18,686,849 | |||||||||
Total assets | 10,328,955 | 9,054,085 | 19,383,040 | |||||||||
Trade payable | 5,836,954 | 3,854,339 | 9,691,293 | |||||||||
Current liabilities | 9,551,973 | 3,854,339 | 13,406,312 | |||||||||
Net parent investment | 776,982 | 5,199,746 | 5,976,728 |
Page 10
Restated Combined Statements of Loss and Other Comprehensive Loss
In USD | For the Year Ended December 31, 2020 | |||||||||||
As previously reported | Effect of restatement | As restated | ||||||||||
Net gain on disposal of cryptocurrencies | 1,852,725 | 5,199,746 | 7,052,471 | |||||||||
(Loss)/profit from operations | (18,192,895 | ) | 5,199,746 | (12,993,149 | ) |
Restated Combined Statements of Cash Flow
In USD | For the Year Ended December 31, 2020 | |||||||||||
As previously reported | Effect of restatement | As restated | ||||||||||
Loss/(profit) for the year | 18,192,895 | (5,199,746 | ) | 12,993,149 | ||||||||
Gain on disposal of cryptocurrencies | (1,852,725 | ) | (5,199,746 | ) | (7,052,471 | ) | ||||||
Cash used in operating activities | (11,080,585 | ) | - | (11,080,585 | ) |
b. | Presentation and Functional Currency |
Items included in the Combined Financial Statements are measured using the currency of the primary economic environment in which the Group operates (“the functional currency”). During the years ended December 31, 2020 and the period from January 1, 2021 to April 15, 2021, the primary operations of the Group were conducted in Singapore and US dollar (“$”) was considered as the functional currency. The Combined Financial Statements were presented in US dollar unless otherwise stated.
c. | Revenue recognition |
The Group operates its mining pool, BTC.com, to enable providers of computing power (“pool participants”) to participate in crypto-mining activities in an efficient manner in the blockchain network, in exchange for a fee (“pool operator fee”) for its coordination efforts as the pool operator. The Group receives all the mining rewards, and then allocates mining rewards to each pool participant net of the pool operator fees based on the sharing mechanism predetermined. The mining rewards include the block rewards and the transaction verification fees related to the transactions included in the block.
The Group recognizes mining pool revenue under IFRS 15 “Revenue from contracts with customers”. Income is classified by the Group as revenue when it arises from the provision of services in the ordinary course of the business. Revenue is recognized when control over service is transferred to the customer, at the amount of promised consideration to which the Group is expected to be entitled, excluding those amounts collected on behalf of third parties. Revenue excludes value added tax or other sales taxes and is after deduction of trade discount, if any.
Mining pool revenue is recognized by applying the following five steps:
1) Identify the contract with the customer
2) Identify the performance obligations in the contract
3) Determine the transaction price
4) Allocate the transaction price to the performance obligations in the contract
5) Recognize revenue when, or as, the performance obligation is satisfied
Page 11
Providing computing power in cryptocurrency transaction verification services is an output of the Group’s ordinary activities. To providing such computing power to create or validate each block is the only performance obligation in the Group’s contracts with the blockchain network under the consensus protocols. The transaction consideration the Group receives, if any, is noncash consideration, which the Group measures at fair value on the date received, which is not materially different than the fair value at contract inception or the time the Group has earned the award from the blockchain network. The consideration is all variable. Because it is not probable that a significant reversal of cumulative revenue will not occur, the consideration is constrained until the Group successfully places a block and receives confirmation of the consideration it will receive, at which time revenue is recognized. There is no significant financing component in these transactions.
Fair value of the cryptocurrency award received is determined using the quoted price of the related cryptocurrency at the time of receipt.
The Group considers itself the principal in transactions with the blockchain networks and recognizes the mining pool revenue on a gross basis. It coordinates all the computing power within the mining pool, delivers such aggregated computing power to the blockchain network, collects centrally all mining rewards and distributes them in accordance with the predetermined sharing mechanisms. The Group has control over the pool participants’ computing power. Although the pool participants can enter and exit the pool at will and deploy qualifying types of mining machines at the choices of the pool participants, during the mining process, the Group dictates the tasks and the participants’ mining machines merely follow the allocation prescribed by the Group. As a result, the Group is primarily responsible for fulfilling the promise to provide the specified service. Further, under existing sharing mechanisms, the Group is exposed to the risk that actual block rewards may differ from expected rewards, therefore, bears the inventory risk before the specified service has been transferred to a customer.
The transaction consideration the Group receives is the aggregate amount of the block rewards and the transaction verification fees which the Group is entitled to. As such, the Group does not disaggregate revenues earned between block rewards and transaction verification fees.
Management has exercised significant judgment in determining how existing accounting guidance should be applied to the accounting for and disclosure of the cryptocurrencies held or recognized as revenues.
d. | Cost of revenue |
Cost of revenue consists primarily of the mining rewards allocated to each pool participant in exchange for their computing power contributed to the mining pool. The mining rewards allocated to the pool participants include both the block rewards as well as the transaction verification fees related to the transactions included in the block, depending on the sharing mechanism chosen by each individual pool participant. Cost of revenue also consists of other direct costs related to providing the mining pool service such as server fees and labor for maintaining the mining pool service.
e. | Cryptocurrencies |
Cryptocurrencies consist of cryptocurrency denominated assets and are included in current assets. The Group accounts for the cryptocurrencies primarily received from operation of the mining pool as intangible assets with an indefinite useful life in its statements of financial position. The Group adopts the cost model to account for its cryptocurrencies and reviews their impairment at each reporting date in accordance with IAS 38 Intangible Assets. The Group accounts for cryptocurrencies at cost, instead of revaluing cryptocurrencies at their fair value on each reporting date, because the latter model is subject to inherent and substantial volatility in the value of cryptocurrencies from time to time.
Page 12
Cryptocurrencies are carried at the spot rate they were earned at. Gains or losses arising from the disposal of cryptocurrencies are determined as the difference between the fair value and the carrying amount of the cryptocurrencies and are recognized in the statements of loss and comprehensive loss on the date of disposal using a first-in first-out method of accounting. The fair value is determined using the daily price from level 2 price aggregator websites.
At each reporting date, the Group reviews the carrying amounts of its cryptocurrencies to whether there is any indication that those cryptocurrencies have suffered an impairment loss. A cryptocurrency’s carrying amount is written down immediately to its fair value if the carrying amount is greater than its fair value. The impairment loss is reversed and the carrying amount of a cryptocurrency is increased when the fair value increased, but not above the amount that it would have been without the prior impairment loss.
f. | Income taxes |
The Group’s operations have historically been included in the income tax filings of Bitdeer. The provision for income taxes in the Group’s combined financial statements is based on a separate return methodology using the asset and liability approach of accounting for income taxes. Under this approach, the provision for income taxes represents income taxes paid or payable (or received or receivable) for the current year plus the change in deferred taxes during the year. Deferred taxes represent the future tax consequences expected to occur when the reported amounts of assets and liabilities are recovered or paid, and result from differences between the financial and tax bases of the Group’s assets and liabilities and are adjusted for changes in tax rates and tax laws when enacted. Current and deferred taxes are recognized in profit or loss except to the extent that it relates to items recognized directly in equity or other comprehensive income.
Current tax is recognized and measured at the amount expected to be recovered from or payable to the taxation authorities based on the income tax rates enacted or substantively enacted at the end of the reporting period and includes any adjustment to taxes payable in respect of previous years.
Deferred tax is recognized on any temporary differences between the carrying amounts of assets and liabilities in the combined financial statements and the corresponding tax bases used in the computation of taxable earnings. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period when the asset is realized and the liability is settled.
Deferred tax assets are recognized to the extent future recovery is probable. At each reporting period end, deferred tax assets are reduced to the extent that it is no longer probable that sufficient taxable earnings will be available to allow all or part of the asset to be recovered.
Provisions for taxes are made using the best estimate of the amount expected to be paid based on a qualitative assessment of all relevant factors. The Group reviews the adequacy of these provisions at the end of the reporting period. However, it is possible that at some future date an additional liability could result from audits by taxing authorities. Where the final outcome of these tax-related matters is different from the amounts that were initially recorded, such differences will affect the tax provisions in the period in which such determination is made.
g. | Segment information |
Operating segments are identified on the basis of internal reports about components of the Group that are regularly reviewed by the chief operating decision maker in order to allocate resources to the segments and to assess their performances.
Page 13
An operating segment is a component of an entity:
• that engages in business activities from which it may earn revenues and incurred expenses (including revenues and expenses relating to the transactions with other components of the same entity);
• whose operating results are reviewed regularly by the entity’s chief operating decision maker to make decision about resources to be allocated to the segments and assess its performance; and
• for which discrete financial information is available.
The chief operating decision maker make resources allocation decisions based on internal management functions and assess the Group’s business performance as one integrated business, accordingly, the Group has only one operating segment. As substantially all of the Group’s revenues were derived from the Singapore during the reporting periods and the Group had immaterial long-lived assets, no geographical information is presented.
h. | New standards and interpretations not yet adopted |
Certain new accounting standards and interpretations have been published that are not mandatory for the reporting periods presented and have not been early adopted by the Group. These standards are not expected to have a material impact on the Group in the current or future reporting periods and on foreseeable future transactions.
3. | Significant Accounting Estimates and Judgments |
In preparing these combined financial statements, management has made judgements and estimates that affect the application of the BTC.com Pool Business’ accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis.
Carve-out financial statements
The carve-out adjustments required the Group to perform certain allocations and estimates which were based on the judgments and assumptions of the management. These carve-out adjustments involved subjective judgments as to the determination of reasonable methods of allocation.
In particular, the Group estimated and assumed the allocation of assets and liabilities, revenues and costs, as presented in Note 2.
The Group applied the foregoing methods, assumptions, judgments and estimates on a consistent basis for all of the periods presented in the combined financial statements. It is possible that other companies, given the same information, may have reached different reasonable conclusions.
Cryptocurrencies accounting
The Group accounts for the cryptocurrencies primarily received from operation of the mining pool as intangible assets with an indefinite useful life in its statements of financial position. The indefinite-lived judgment is because, at the time of assessment, there is no foreseeable limit to the period over which such assets are expected to generate cash flows. Cryptocurrencies are carried at the spot rate they were earned at and reviewed for impairment at each reporting date. The cryptocurrency market is still a new market and is highly volatile; historical prices are not necessarily indicative of future value; a significant change in the market prices for cryptocurrencies would have a significant impact on the Group’s earnings and financial position. Fair value is determined by taking the daily price from level 2 price aggregator websites.
Page 14
Impairment of cryptocurrencies
The Group evaluates the cryptocurrencies every reporting period to determine whether there are any indications of impairment. If any such indication exists, which is often judgmental, a formal estimate of recoverable amount is performed and an impairment loss is recognized to the extent that the carrying amount exceeds the recoverable amount. The recoverable amount is measured at the higher of fair value less costs to sell and value in use. The evaluation for indications of impairment includes consideration of both external and internal sources of information, including such factors as the relationship between mining rewards and the required computing power, cryptocurrency prices, technological changes and industry environment.
The estimates and assumptions are subject to risk and uncertainty; hence, there is the possibility that changes in circumstances will alter these projections, which may impact the recoverable amount of the cryptocurrencies. In such circumstances some or all of the carrying value of the assets may be further impaired or the impairment reversed with the impact recorded in profit and loss.
Taxation
The determination of the Group’s tax expense for the period and deferred tax assets and liabilities involves significant estimation and judgement by management. In determining these amounts, management interprets tax legislation primarily in Singapore and makes estimates of the expected timing of the reversal of deferred tax assets and liabilities. Management also makes estimates of future earnings, which affect the extent to which potential future tax benefits may be used. The Group is subject to assessments by the taxation authorities, which may interpret legislation differently. These differences may affect the final amount or the timing of the payment of taxes. The Group provides for such differences where known based on management’s best estimate of the probable outcome of these matters.
4. | Cryptocurrencies |
The continuity of cryptocurrencies was as follows:
December 31, 2020 (Restated) | ||||
$ | ||||
Cost: | ||||
Beginning balances | 11,422,897 | |||
Cryptocurrencies mined | 825,621,240 | |||
Cryptocurrencies distributed to pool participants | (822,459,266 | ) | ||
Net cryptocurrencies received from parent | 3,297,941 | |||
Deposit received | 2,818,772 | |||
Others | (1,958,822 | ) | ||
Ending balances | 18,742,762 | |||
Impairment: | ||||
Beginning balances | (1,289,980 | ) | ||
Addition | (172,055 | ) | ||
Disposals | 1,289,927 | |||
Ending balances | (172,108 | ) | ||
Net book value: | ||||
Beginning balances | 10,132,917 | |||
Ending balances | 18,570,654 |
Page 15
5. | Related Party Transactions |
The Group has, from time to time, distributed cryptocurrencies earned from the operation of the mining pool to Bitdeer, the parent before the Reorganization. Bitdeer also distributed cryptocurrencies to the Group to support the operation of the mining pool and settled payables related to operating expenses on behalf of the Group. During the year ended December 31, 2020 and the period from January 1, 2021 to April 15, 2021, the Group has received contribution from Bitdeer in the form of cryptocurrencies in the amount of $3,297,941 and $3,400,136 respectively. In addition, Bitdeer has settled payables, net on behalf of the Group in the amount of $11,080,585 and $23,390,254 for the year ended December 31, 2020 and the period from January 1, 2021 to April 15, 2021, respectively. The transactions were included in the Combined Statements of Changes in Net Parent Investment through the line item “Net contribution from parent”.
During the year ended December 31, 2020 and the period from January 1, 2021 to April 15, 2021, Bitdeer, as a pool participant, contributed computing power to the mining pool of the Company in exchange for the mining rewards in the amount of $58,215,447 and $72,799,592, respectively, which were included in cost of revenues. The balance of trade payable to Bitdeer was $531,189 as of December 31, 2020.
During the year ended December 31, 2020 and the period from January 1, 2021 to April 15, 2021, a portion of the Group’s cryptocurrencies were held under custody of a related party under common control. Further see Note 8.
Key management personnel remuneration
Under IAS 24-Related parties, remuneration paid to key management personnel must be disclosed. Since the Group has not had a separate management team during the periods presented the following table presents the share of employee benefits of Bitdeer’s key management allocated to the Group and recognized in the combined financial statements. The share of key management remuneration benefits attributable to the Group was determined using an allocation key based on the time spent on the operation.
Key management remuneration allocated to the Company is as follows:
For the year ended December 31, |
For the period from January 1 to April 15, | |||||||
2020 | 2021 | |||||||
Salary expense and bonus | $ | 575,976 | 181,993 |
Page 16
6. | Concentration of Suppliers |
For the year ended December 31, 2020 and the period from January 1, 2021 to April 15, 2021, suppliers accounted for 10% of more of the Group’s costs were as follows:
For the year ended December 31, |
For the period from January 1 to April 15, | ||||||||
Supplier | 2020 | 2021 | |||||||
A | 32 | % | 29 | % | |||||
B | 11 | % | 0 | % |
7. | Income taxes |
Singapore |
The Group primarily operated in Singapore. According to Singapore’s tax regulations, there is no corporate income tax obligations when the entities obtain cryptocurrencies from mining or during the period of holding cryptocurrencies with fair value of cryptocurrencies fluctuates. Under the current regulations, profits tax in Singapore is generally assessed at the rate of 17% of taxable income. As there is no taxable income in fiscal year 2020 and the period from January 1, 2021 to April 15, 2021, no provision for Singapore income tax has been made in the financial statements.
Unrecognized deferred tax assets
Deferred tax assets have not been recognized in respect of the following item, because it is not probable that future taxable profit will be available against which the Group can use the benefits therefrom.
2020 | ||||||||
Gross amount | Tax effect | |||||||
$ | $ | |||||||
Tax losses | 20,161,258 | 3,427,414 | ||||||
20,161,258 | 3,427,414 |
Tax losses for which no deferred tax asset was recognized never expire under current Singapore’s tax regulations.
The reconciliations of the statutory income tax rate and the effective income tax rate are as follows:
For the year ended December 31, |
For the period from January 1 to April 15, | |||||||
2020 | 2021 | |||||||
Singapore statutory income tax rate | 17 | % | 17 | % | ||||
Items non-deductible for income tax purposes | 2 | % | - | |||||
Unrecognized deferred income tax assets | (19 | )% | (17 | )% | ||||
Total | — | - |
Page 17
8. | Financial instruments and risk management |
Fair value
Financial instruments recorded at fair value are classified using a fair value hierarchy that reflects the significance of inputs used in making the measurements. The hierarchy is summarized as follows:
Level 1: Unadjusted quoted prices in active markets for identical assets and liabilities;
Level 2: Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly from observable market data; and
Level 3: Inputs that are not based on observable market data
As of December 31, 2020, there were no financial assets or liabilities measured at fair value. The carrying amounts of the Group’s financial assets and liabilities, such as other receivables, trade payable and other payable and accruals approximate their fair value due to the short-term nature of these instruments. Cryptocurrencies are initially measured at cost and subsequently adjusted for any impairment losses. Impairment exists when the carrying amount exceeds its fair value, which is measured using the quoted price of the cryptocurrency at the time its fair value is being measured. The quoted prices for various types of cryptocurrencies are from price aggregator websites, which are regarded as level 2 inputs.
Cryptocurrency risk
Cryptocurrency prices are affected by various forces including global supply and demand, interest rates, exchange rates, inflation or deflation and the global political and economic conditions. The profitability of the Group is directly related to the current and future market price of cryptocurrencies; in addition, the Group may not be able to liquidate its holdings of cryptocurrencies at its desired price if required. A decline in the market prices for cryptocurrencies could negatively impact the Group’s future operations. The Group has not hedged the conversion of any of its sales of cryptocurrencies.
Cryptocurrencies have a limited history and the fair value historically has been very volatile. Historical performance of cryptocurrencies is not indicative of their future price performance. The Group’s cryptocurrencies currently primarily consist of bitcoin.
Page 18
Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group manages liquidity risk by maintaining sufficient cash and cryptocurrencies to ensure that it is able to meet its obligations as and when they fall due. The Group manages group-wide cash and cryptocurrencies projections centrally and regularly updates projections for changes in business and fluctuations caused in cryptocurrency prices. The contractual maturities of trade and other payables are less than three months. In recent years, the cryptocurrency markets experienced wide fluctuations in price which have not necessarily been related to the operating performance, underlying asset values or prospects of such companies. There can be no assurance that continual fluctuations in price will not occur.
Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in a financial loss to the Group. The Group’s credit risk primarily arises from cryptocurrencies held under custody of a related party under common control. To limit exposure to credit risk relating to cryptocurrencies under custody, the Group evaluates system security design of the custody service provider and regularly reviews the exposure of cryptocurrencies held in custody. The Group has further implemented internal controls to ensure the appropriate access to the cryptocurrencies under custody. The Group expects that there is no significant credit risk from non-performance by the related party. However, there is no assurance that loss of cryptocurrencies would not occur and the related losses would not be significant if such incidents occur. As of December 31, 2020, $9,439,053 of the cryptocurrencies were held under custody by the related party under common control.
9. | Supplemental cash flow information |
The non-cash investing and financing activities are as follows:
For the Year Ended December 31, | For the period from January 1 to April 15, | |||||||
2020 | 2021 | |||||||
Contribution from parent in form of cryptocurrencies | 3,297,941 | 26,790,390 | ||||||
Deposit received in form of cryptocurrencies | 2,818,772 | - |
10. | Expenses by nature |
Operating expenses (income) by nature are as follows:
For the Year Ended December 31, | For the Period from January 1 to April 15, | |||||||
2020 (Restated) | 2021 | |||||||
Payroll expense | $ | 3,165,153 | $ | 1,015,498 | ||||
Server fee | 1,687,419 | 523,188 | ||||||
Handling fees | 315,439 | 401,854 | ||||||
Advertising and entertainment expenses | 138,169 | 55,556 | ||||||
Amortization and depreciation | 289,918 | 7,177 | ||||||
Office expense | 177,887 | 38,461 | ||||||
Travelling expense | 55,561 | 15,119 | ||||||
Hosting fee | 59,771 | - | ||||||
Rent expense | 123,554 | 22,662 | ||||||
Impairment loss of cryptocurrencies | 172,055 | - | ||||||
Net (gain) loss on disposal of cryptocurrencies | (7,052,471 | ) | 7,774,855 | |||||
Other operating loss | 6,954 | 1,291,905 | ||||||
Others | 152,927 | (37,992 | ) | |||||
Total operating expenses (income) | $ | (707,644 | ) | $ | 11,108,283 |
Page 19
11. | Subsequent events |
The Group has evaluated transactions that occurred as of the issuance of these Combined Financial Statements, for purposes of disclosure of unrecognized subsequent events.
Page 20