1792 2020 1792 目錄 1 CMON Limited 2020年度報告 2 公司資料 4 主席報告 5 管理層討論及分析 15 董事及高級管理層 18 董事會報告 31 企業管治報告 46 獨立核數師報告 49 綜合損益及其他全面收益表 50 綜合財務狀況表 51 綜合權益變動表 52 綜合現金流量表 54 綜合財務報表附註 94 財務概要 公司資料 董事會 執行董事 黃成安先生 （主席兼聯席行政總裁） 建邦先生 （聯席行政總裁） 許政開先生 非執行董事 蔡穩健先生 獨立非執行董事 鍾平先生 Tan Lip-Keat先生 （於二零二零年四月三日辭任） 蕭兆隆先生 （於二零二零年四月二日辭任） 王宇山先生 （於二零二零年五月六日獲委任） 蔡敏先生 （於二零二零年六月十五日獲委任） 審核委員會 王宇山先生 （主席；於二零二零年五月六日獲委任） Tan Lip-Keat先生 （前主席；於二零二零年四月三日辭任） 蕭兆隆先生 （於二零二零年四月二日辭任） 鍾平先生 蔡敏先生 （於二零二零年六月十五日獲委任） 薪酬委員會 鍾平先生 （主席） Tan Lip-Keat先生 （於二零二零年四月三日辭任） 蕭兆隆 ...

Financial Performance - For the six months ended June 30, 2020, CMON Limited reported total revenue of $11,915,693, a decrease of 7.05% compared to $12,820,010 for the same period in 2019[9] - Gross profit for the same period was $4,993,916, down 15% from $5,871,049 in 2019[9] - The company recorded a net loss attributable to equity holders of $589,772, an improvement from a loss of $1,147,613 in the prior year[9] - Operating cash flow for the six months ended June 30, 2020, was a net outflow of $91,595, a significant decline from a net inflow of $1,157,483 in 2019[15] - The cost of goods sold for the six months ended June 30, 2020, was $4,257,347, a slight decrease from $4,388,334 in 2019[22] - The company reported a foreign exchange gain of $111,053 for the six months ended June 30, 2020, compared to a loss of $25,132 in 2019[25] - Revenue for the six months ended June 30, 2020, was approximately $11.9 million, a decrease of about 7% from $12.8 million for the same period in 2019[44] - Kickstarter sales accounted for 82.4% of total revenue in the first half of 2020, amounting to $9,821,017, compared to only 15.1% in the same period of 2019[45] - Gross profit decreased from approximately $5.9 million in the first half of 2019 to about $5.0 million in the first half of 2020, with a gross margin decline from 45.8% to 41.9%[47] - Other income decreased from $236,533 in the first half of 2019 to $206,025 in the first half of 2020, primarily due to a decline in advertising revenue from the company’s website[48] Assets and Liabilities - Total assets as of June 30, 2020, amounted to $41,573,490, an increase from $39,796,679 as of December 31, 2019[10] - Cash and cash equivalents increased significantly to $4,082,552 from $757,743 at the end of 2019, reflecting a strong liquidity position[10] - Non-current liabilities rose to $10,682,125 from $5,962,701, primarily due to increased bank borrowings[11] - Inventory levels increased to $2,837,153 from $2,010,838, indicating potential growth in sales or production[10] - As of June 30, 2020, CMON Limited's total bank borrowings amounted to approximately $11.4 million, an increase from $10.4 million as of December 31, 2019[53] - The company's asset-liability ratio as of June 30, 2020, was approximately 45.3%, up from 44% as of December 31, 2019[64] Strategic Initiatives - The company has plans for market expansion and new product development, although specific details were not disclosed in the report[9] - The company is actively exploring strategic initiatives, including potential mergers and acquisitions, to enhance its market position[9] - The company’s strategy focuses on expanding into Asian markets and enhancing game design capabilities to drive long-term growth[41] - CMON Limited plans to use its capital for operational funding, game development activities, acquisition of intellectual property, and expansion plans[54] - The company has no major investment plans but intends to acquire quality games to increase market share[63] Shareholder Information - As of June 30, 2020, major shareholders include Mr. Huang and Mr. Jian, each holding 31,000,000 shares, representing 49.90% of the total shares[93] - Mr. Cai holds 5,580,000 shares, which accounts for 18.18% of the total shares[93] - Major shareholders include Huang Cheng'an Special Purpose Company and Jianbang Special Purpose Company, each holding 901,248,078 shares, representing 49.90% of the total shares[97] - Quantum Asset and Magic Carpet collectively hold 322,669,232 shares, accounting for 17.87% of the total shares[97] - David Preti holds 127,643,076 shares, which is 7.06% of the total shares[97] Employee and Operational Metrics - Total employee costs for the six months ended June 30, 2020, were approximately $1.1 million, a decrease from $1.6 million for the same period in 2019[60] - As of June 30, 2020, the company had 56 employees, an increase from 52 employees as of June 30, 2019[60] Corporate Governance - The audit committee reviewed the unaudited condensed consolidated financial statements for the six months ended June 30, 2020, and recommended their adoption to the board[79] - The company has established a risk management framework to identify and mitigate risks to acceptable levels[87] - The audit committee consists of three independent non-executive directors, ensuring independence in oversight[78] - The company has adopted measures to allow employees and stakeholders to confidentially raise concerns about potential misconduct in financial reporting[88] - The company believes that its risk management and internal control systems are effective and sufficient, with no significant adverse issues identified[91] Stock Options - The company has a stock option plan that allows for a maximum of 180,600,000 shares to be issued, equivalent to 10% of the total issued shares as of the report date[102] - A total of 74,620,000 stock options were granted at an exercise price of HKD 0.232 per share, with the market price prior to grant being HKD 0.229[104] - An additional 17,000,000 stock options were granted at an exercise price of HKD 0.112 per share, with the market price prior to grant being HKD 0.111[104] - The share options granted on August 13, 2018, have a vesting schedule where up to 33% will vest after 12 months, another 33% after 24 months, and the remaining 34% after 36 months[109] - A total of 91,620,000 share options remain available for issuance under the share option scheme as of June 30, 2020[106]

Financial Performance - CMON Limited's revenue increased from approximately $28.2 million in 2018 to about $30.5 million in 2019, representing a growth of approximately 8.1%[9] - The company reported an EBITDA of approximately $6.7 million for 2019, remaining roughly the same as the previous year, primarily due to increased game development expenses[9] - The company experienced a shareholder loss of approximately $0.8 million in the fiscal year, compared to a profit of about $2.0 million in the previous year, largely due to non-recurring professional service fees of $2.7 million related to the transfer to the main board[12] - Revenue increased by approximately 8.0% from about $28.2 million for the year ended December 31, 2018, to about $30.5 million for the year ended December 31, 2019, primarily due to an increase in board game revenue[15] - Board game revenue rose approximately 18.6% from about $23.3 million in 2018 to about $27.6 million in 2019, driven by higher sales from wholesalers and Kickstarter[15] - Kickstarter revenue increased from approximately $15.2 million in 2018 to about $16.8 million in 2019, attributed to the sales of four Kickstarter games launched in 2019[16] - North America and Europe accounted for approximately 87.5% and 92.8% of total revenue for the years ended December 31, 2019, and 2018, respectively[16] - Gross profit decreased by approximately 1.3% from about $14.8 million in 2018 to about $14.6 million in 2019, mainly due to increased inventory costs[22] - Gross margin fell by approximately 4.5 percentage points from about 52.5% in 2018 to about 48% in 2019, primarily due to lower profit margins on older inventory sold in the U.S.[22] - The company's profit attributable to equity holders decreased from approximately $2 million for the year ended December 31, 2018, to a loss of about $0.8 million for the year ended December 31, 2019, primarily due to increased professional service fees related to the transfer of listing[29] Strategic Initiatives - CMON Limited plans to establish a comprehensive office and warehouse in China in 2020, aiming to expand its workforce and enhance market penetration in the Asian market[13] - The company aims to enhance its game design capabilities and introduce high-quality intellectual properties as part of its long-term strategy for growth[13] - CMON Limited has initiated significant licensing agreements, including the highly anticipated "Marvel United" product, marking a diversification in its product strategy[8] - The company has a total of 93 games, including 87 board games, 3 model war games, 2 mobile games, and 1 computer game as of the report date[12] - The company successfully held the CMON Expo in Thailand in November 2019, highlighting its market focus in China and Southeast Asia[8] - The transition from GEM to the main board of the Hong Kong Stock Exchange occurred on November 19, 2019, reflecting the company's growth and strategic direction[6] - The company has no specific major investment plans but intends to acquire quality games to increase market share[40] - The company is exploring new markets in the Asia-Pacific region, including Japan, South Korea, Thailand, and Indonesia[51] Operational Expenses - Total sales and distribution expenses increased from approximately $5.7 million in 2018 to about $5.9 million in 2019, mainly due to increased patent expenses[25] - General and administrative expenses rose from about $5.6 million in 2018 to approximately $6.1 million in 2019, driven by professional service fees related to the listing transfer and game development expenses[26] - Financing costs increased from $229,650 in 2018 to $483,370 in 2019, primarily due to bank borrowings and the adoption of IFRS 16[27] - Other income rose from $80,232 in 2018 to $198,226 in 2019, mainly due to increased patent income[23] Cash Flow and Debt - As of December 31, 2019, the group had cash and cash equivalents of approximately $757,743, down from $2.8 million as of December 31, 2018[30] - Short-term bank borrowings increased from approximately $3.9 million as of December 31, 2018, to about $6.6 million as of December 31, 2019, due to an increase in the short-term financing limit from $2.5 million to $4 million[30] - The total bank borrowings of the group as of December 31, 2019, amounted to approximately $10.3 million, compared to $8.3 million as of December 31, 2018[32] - The group had a debt-to-asset ratio of approximately 44% as of December 31, 2019, compared to about 40.9% as of December 31, 2018[41] Shareholder Information - The board of directors did not recommend a final dividend for the year ending December 31, 2019, compared to zero in 2018[77] - The company reported a reserve available for distribution to equity holders of approximately $10.2 million as of December 31, 2019, compared to $9.6 million as of December 31, 2018[94] - Sales to the top five customers accounted for approximately 28.3% of the total revenue for the year ended December 31, 2019[89] - The top five suppliers accounted for approximately 98.0% of the total procurement, with the largest supplier alone accounting for about 66.0%[90] Corporate Governance - The company has a diverse board of directors with expertise in finance, law, and corporate governance, ensuring effective oversight[67][65] - The board consists of three executive directors, one non-executive director, and three independent non-executive directors as of December 31, 2019[146] - The company has achieved its measurable target of having at least one-third of the board members as independent non-executive directors[149] - The company has adopted a board diversity policy to enhance effectiveness, considering factors such as age, education, professional experience, and skills[147] - The board meets quarterly to review the operations led by the chairman and co-CEO, ensuring effective management and business development[142] - The company has established three board committees: Audit Committee, Remuneration Committee, and Nomination Committee to oversee specific matters[143] - The company has confirmed compliance with the non-competition agreement by its controlling shareholders for the year ended December 31, 2019[127] Risk Management and Internal Controls - The company has established a framework for risk management and internal control systems, which is regularly evaluated for adequacy and effectiveness[164] - The audit committee has been reviewing the effectiveness of the company's risk management and internal control systems, including discussions with management and independent third-party reports[186] - The company has engaged an independent third party to conduct an internal control review to ensure the effectiveness and adequacy of its internal control systems[183] - The company has implemented all internal control recommendations proposed by Mazars following an independent investigation report[187] Employee Relations - The company has maintained good working relationships with employees, with no labor disputes reported during the year[87] - The total employee cost for the year ended December 31, 2019, was approximately $3.4 million, consistent with the previous year[38] Environmental and Social Responsibility - The company has implemented measures to reduce paper usage and energy consumption in its operations[85] - The company has taken environmental considerations into account during product design and production phases[85] Share Options and Securities - As of December 31, 2019, the total number of options granted under the share option scheme amounted to 91,620,000 shares, representing 10% of the company's issued share capital[117] - The share option scheme was adopted to reward and recognize eligible participants for their contributions to the group[114] - The maximum number of shares that may be issued under the share option scheme is capped at 180,600,000 shares, which is equivalent to 10% of the total issued shares as of the report date[116] - No options were exercised, cancelled, or lapsed during the year ended December 31, 2019, indicating a total of 180,600,000 shares available for issuance under the share option scheme[120] Audit and Compliance - The total remuneration for auditors for the year ended December 31, 2019, was approximately $459,570, comprising $420,000 for audit services and $39,570 for non-audit services[188] - The company appointed a new auditor, Zhonghui Anda CPA Limited, for the year ending December 31, 2020, following the resignation of the previous auditor[138] - The audit committee reviewed the consolidated financial performance for the year ended December 31, 2019[135]