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No. 333-258329) and shall be a part thereof from the date on which this current report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.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

 

Exhibit 99.1 – Loto Interactive Limited Audited Consolidated Financial Statements for the Year Ended 31 December 2021

 

Exhibit 99.2 – Alliance International Technologies Limited (formerly, Blockchain Alliance Technologies Limited) Combined Financial Statements As of December 31, 2020 and for the Year Ended December 31, 2020 and the Period from January 1, 2021 to April 15, 2021

 

 

 

 

 

 

 

 

 

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
 

 

      2020   2021 
   Notes  HK$'000   HK$'000 
REVENUE  8   382,955    180,721 
Cost of sales and service rendered      (342,213)   (194,487)
Gross profit/(loss)      40,742    (13,766)
Interest income      444    291 
Other income and gains  9   1,773    2,717 
Selling expenses      (105)   (28)
Administrative expenses      (75,178)   (56,714)
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 and other receivables      (1,905)   - 
Other expenses      (4,568)   (574)
Share of (loss)/profit of associates      (1,112)   1,230 
Finance costs  10   (448)   (584)
LOSS BEFORE TAX      (40,357)   (295,107)
Income tax (expense)/credit  12   (2,898)   2,771 
              
LOSS FOR THE YEAR  13   (43,255)   (292,336)
              
OTHER COMPREHENSIVE INCOME             
Other comprehensive (loss)/income for the year, net of tax:             
Items that will not be reclassified to profit or loss:             
Fair value changes of equity investments at fair value through other comprehensive income      (83)   14,397 
              
       (83)   14,397 
              
Items that may be reclassified to profit or loss:             
Exchange differences on translation of foreign operations      16,727    7,414 
       16,727    7,414 
              
OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF TAX      16,644    21,811 
TOTAL COMPREHENSIVE LOSS FOR THE YEAR      (26,611)   (270,525)
              
LOSS FOR THE YEAR ATTRIBUTABLE TO:             
   Owners of the Company      (46,767)   (286,686)
   Non-controlling interests      3,512    (5,650)
       (43,255)   (292,336)
              
TOTAL COMPREHENSIVE LOSS FOR THE YEAR ATTRIBUTABLE TO:             
   Owners of the Company      (31,261)   (264,640)
   Non-controlling interests      4,650    (5,885)
       (26,611)   (270,525)
              
LOSS PER SHARE ATTRIBUTABLE TO OWNERS OF THE COMPANY (HK cents)  15          
   — Basic and diluted      (14.16)   (56.54)

 

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.

 

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LOTO INTERACTIVE LIMITED

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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.

 

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LOTO INTERACTIVE LIMITED

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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.

 

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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.

 

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LOTO INTERACTIVE LIMITED

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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.

 

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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.

 

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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.

 

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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.

 

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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 

 

(c) Information about major customers        
Revenue from major customers, each of whom amounted to 10% or more of the total revenue, is set out below:        
   2020   2021 
   HK$'000   HK$'000 
Customer A   N/A#    37,886 
Customer B   63,167    19,972 
Customer C   73,407    N/A* 
Customer D   56,243    N/A* 
Customer E   42,455    N/A* 
           
    235,272    57,858 

 

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:

 

   2020   2021 
    HK$'000    HK$'000 
Fees   1,750    1,750 
Other emoluments          
Salaries, allowances and benefits in kind   2,708    1,750 
Bonus   21    21 
Pension scheme contributions   34    31 
Equity-settled share-based payment expense   2,519    767 
           
    7,032    4,319 

 

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                  

 

               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 2020                              
COST:                              
At 1 January 2020   70,836    6,628    104,124    478    2,530    184,596 
Additions   117,270    4,332    3,567    187    105    125,461 
Transfer   (188,387)   6,192    182,195    -    -    - 
Exchange realignment   580    427    16,813    29    49    17,898 
                               
At 31 December 2020   299    17,579    306,699    694    2,684    327,955 
                               
ACCUMULATED DEPRECIATION:                              
At 1 January 2020   -    4,147    15,520    164    245    20,076 
Provided during the year   -    3,310    37,949    182    239    41,680 
Exchange realignment   -    63    2,856    8    3    2,930 
                               
At 31 December 2020   -    7,520    56,325    354    487    64,686 
CARRYING AMOUNT:                              
At 31 December 2020   299    10,059    250,374    340    2,197    263,269 

 

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.

 
18.  GOODWILL    
   HK$'000 
Cost     
At 1 January 2020   10,996 
Exchange realignment   707 
      
At 31 December 2020 and 1 January 2021   11,703 
Exchange realignment   344 
      
At 31 December 2021   12,047 
Accumulated impairment losses     
Impairment loss recognised in the year ended 31 December 2020 and balance at 31 December 2020 and 1 January 2021   - 
      
Impairment loss recognised in the current year   11,867 
Exchange differences   180 
      
At 31 December 2021   12,047 
Carrying amount     
At 31 December 2020   11,703 
At 31 December 2021   - 

 

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.

 

 

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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 

 

 

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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

 

 

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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.

 

 

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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.

 

 

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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       - 

 

 

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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.

 

 

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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 

 

 

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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