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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.


This announcement appears for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of the Company.


Advanced Card Systems Holdings Limited 龍傑智能卡控股有限公司*

(Incorporated in the Cayman Islands with limited liability)

(GEM Stock Code: 8210) (Main Board Stock Code: 2086)


TRANSFER OF LISTING FROM THE GROWTH ENTERPRISE MARKET TO THE MAIN BOARD OF THE STOCK EXCHANGE OF HONG KONG LIMITED


Financial adviser to the Company



TRANSFER OF LISTING


Reference is made to the announcement of the Company made on 9 March 2015 in relation to the formal application submitted to the Stock Exchange for the Transfer of Listing and the announcement of the Company made on 7 September 2015 in relation to the renewal of such application.


On 9 March 2015, an application was made by the Company to the Stock Exchange for the transfer of listing of all the Shares in issue from GEM to the Main Board. On 7 September 2015, the Company renewed such application. The Company has applied for the listing of, and permission to deal in, all Shares in issue on the Main Board by way of transfer of listing from GEM to the Main Board. The approval-in-principle has been granted by the Stock Exchange on 18 September 2015 for the Shares to be listed on the Main Board and de-listed from GEM, according to Rule 9A.09(6) of the Main Board Listing Rules.


All pre-conditions for the Transfer of Listing as set out in Rule 9A.02 of the Main Board Listing Rules have, insofar as applicable, been fulfilled in relation to the Company and the Shares.

* For identification purpose


The last day of dealings in the Shares on GEM (Stock Code: 8210) will be 25 September 2015. Dealings in the Shares on the Main Board (Stock Code: 2086) will commence at 9:00

a.m. on 29 September 2015.


The Transfer of Listing will have no effect on the existing share certificates in respect of the Shares which will continue to be good evidence of legal title and be valid for trading, settlement and registration purposes and will not involve any transfer nor exchange of the existing share certificates. Currently, the Shares have a board lot size of 8,000 Shares each and are traded in Hong Kong dollars. No change will be made to the English and Chinese stock short names, the existing share certificates, the board lot size, trading currency of the Shares and the Hong Kong branch share registrar and transfer office (which is Computershare Hong Kong Investor Services Limited) of the Company in connection with the Transfer of Listing.


Reference is made to the announcement of the Company made on 9 March 2015 in relation to the formal application submitted to the Stock Exchange for the Transfer of Listing under the transfer of listing arrangement pursuant to the relevant provisions of the GEM Listing Rules and the Main Board Listing Rules and the announcement of the Company made on 7 September 2015 in relation to the renewal of such application.


TRANSFER OF LISTING OF THE SHARES FROM GEM TO THE MAIN BOARD


On 9 March 2015, an application was made by the Company to the Stock Exchange for the transfer of listing of all the Shares in issue from GEM to the Main Board. On 7 September 2015, the Company renewed such application. The Company has applied for the listing of, and permission to deal in, all Shares in issue on the Main Board by way of transfer of listing from GEM to the Main Board. As at the date of this announcement, the Company has 284,057,682 Shares in issue.


The approval-in-principle has been granted by the Stock Exchange on 18 September 2015 for the Shares to be listed on the Main Board and de-listed from GEM, according to Rule 9A.09(6) of the Main Board Listing Rules.


All pre-conditions for the Transfer of Listing as set out in Rule 9A.02 of the Main Board Listing Rules have, insofar as applicable, been fulfilled in relation to the Company and the Shares.


REASONS FOR THE TRANSFER OF LISTING


The Directors believe that the listing of Shares on the Main Board will enhance the profile of the Group as a whole, and will improve the trading liquidity of the Shares. The Directors consider that the listing of the Shares on the Main Board will be beneficial to the future growth, financial flexibility and business development of the Company, and allow the Company to gain a wider recognition among the public and institutional and retail investors.


As at the date of this announcement, the Board does not contemplate any material change in the nature of the business activities of the Group following the Transfer of Listing.

DEALINGS IN THE SHARES ON THE MAIN BOARD


The Shares have been accepted as eligible securities by HKSCC for deposit, clearance and settlement in the CCASS since 10 November 2003, the date on which the Shares were first listed on GEM. Subject to the continued compliance with the stock admission requirements of HKSCC, the Shares will continue to be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS once dealings in the Shares on the Main Board commence, and that all activities under CCASS are subject to the General Rules of the CCASS and CCASS Operational Procedures in effect from time to time.


The last day of dealings in the Shares on GEM (Stock Code: 8210) will be 25 September 2015. Dealing in the Shares on the Main Board (Stock Code: 2086) will commence at 9:00 a.m. on 29 September 2015.


The Transfer of Listing will have no effect on the existing share certificates in respect of the Shares which will continue to be good evidence of legal title and be valid for trading, settlement and registration purposes and will not involve any transfer nor exchange of the existing share certificates. Currently, the Shares have a board lot size of 8,000 Shares each and are traded in Hong Kong dollars. No change will be made to the English and Chinese stock short names, the existing share certificates, the board lot size, trading currency of the Shares and the Hong Kong branch share registrar and transfer office (which is Computershare Hong Kong Investor Services Limited) of the Company in connection with the Transfer of Listing.


SHARE OPTION SCHEMES


Pre-IPO Share Option Plan


Pursuant to the resolution of the Shareholders dated 27 October 2003, the Company adopted a pre-IPO share option plan. All the options lapsed upon the expiry of the options on 20 January 2013.


Share Option Scheme


Pursuant to the resolution of the Shareholders dated 27 October 2003, the Company adopted a share option scheme. The share option scheme of the Company expired on 26 October 2013.


The Company may consider adopting a new share option scheme which will be in compliance with the Main Board Listing Rules in the future and will then make further announcement and obtain the approval of the Shareholders in accordance with the Main Board Listing Rules.


As at the date of this announcement, the Group does not have any options, warrants or similar rights or convertible equity securities in issue which will be transferred to the Main Board.

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES


Pursuant to Rule 9A.12 of the Main Board Listing Rules, the general mandates granted to the Directors to allot and issue new Shares and repurchase Shares by the Shareholders on 29 April 2015 will continue to be valid and remain in effect until the earliest of:


  1. the conclusion of the next annual general meeting of the Company;


  2. the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; or


  3. the passing of an ordinary resolution by the Shareholders in general meeting revoking, varying or renewing the authority given to the Directors by the relevant resolution.


COMPETING INTERESTS


As at the date of this announcement, insofar as the Directors are aware, none of the Directors, controlling shareholder and their respective associates has any interest in any business which competes or potentially competes, either directly or indirectly, with the business of the Group.


QUARTERLY REPORTING OF FINANCIAL RESULTS


Upon the Transfer of Listing, the Company wMairlglincneotaesse the practice of quarterly reporting of its financial results and will follow the relevant requirements of the Main Board Listing Rules which include publishing its interim results and annual results within two months and three months from the end of the relevant periods or financial year end, respectively. The Board is of the view that investors and Shareholders will continue to have access to relevant information of the Company following the reporting requirements under the Main Board Listing Rules.


BUSINESS OF THE GROUP


The Company has been listed on GEM since 10 November 2003. The Group principally engaged in the development, sales and distribution of smart card products, software and hardware and the provision of smart card related services. The Group's principal business activities are currently classified into four different product and service lines, namely, readers, terminals, card operating systems ('COS') and solutions business, which currently includes automatic fare collection ('AFC') solutions and intelligent transportation systems ('ITS') solutions.

DOCUMENTS AVAILABLE FOR INSPECTION


Copies of the following documents will be made available for viewing on the respective websites of the Company at http://www.acs.com.hk/and of the Stock Exchange at http://www.hkexnews.hk/:


  1. the published directors' report and annual accounts of the Company for the year ended 31 December 2014 (the 'Annual Report 2014');


  2. the quarterly report of the Company for the three months ended 31 March 2015 (the 'First Quarterly Report 2015');


  3. the interim report of the Company for the six months ended 30 June 2015 (the 'Interim Report 2015');


  4. the new Memorandum and Articles of Association in substitution for and to the exclusion of all the existing Memorandum and Articles of Association which will become effective from the date on which dealings in the Shares on Main Board first commence;


  5. the circular of the Company dated 9 March 2015 in relation to, among other things, the proposals for general mandates to issue and repurchase Shares, the re-election of the retiring Directors and the adoption of new Memorandum and Articles of Association in substitution for and to the exclusion of all the existing Memorandum and Articles of Association;


  6. the supplemental circular of the Company dated 2 April 2015 in relation to, among other things, the re-election of the retiring Directors; and


  7. a copy of each of announcements and other corporate communications made by the Company before the date of this announcement as required under the GEM Listing Rules and the Main Board Listing Rules.


BIOGRAPHICAL DETAILS OF DIRECTORS AND SENIOR MANAGEMENT


The Company discloses below the biographical information of each current Director and senior management member of the Company:


Executive Directors


Ms. TSUI Kam Ling


Ms. Tsui Kam Ling, aged 63, is an executive Director, the Chairman of the Board and the Chairman of the Nomination Committee. She joined the Group in September 1998, mainly responsible for supervising the sourcing of raw materials, logistics, human resources, and

finance. She was appointed as an executive Director on 23 March 2005, a member of the Nomination Committee on 30 March 2012 and the Chairman of the Board on 24 March 2015. She is also the director of several subsidiaries of the Group. Prior to joining the Group, Ms. Tsui Kam Ling was a director of Advanced Electronics Limited, a distributor of semiconductor components until 1997 when it was acquired by Future Electronics Holdings Inc. She then worked as the Administration Manager of Future Advanced Electronics Limited until September 1998. Ms. Tsui had a teaching career from 1975 to 1983. Ms. Tsui graduated from The Chinese University of Hong Kong with a Bachelor of Arts degree in October 1975. She is the mother of Mr. Wong Chi Ho and Mr. Wong Chi Kit, both are executive Directors.


Ms. Tsui Kam Ling is entitled to HK$1,080,000 per annum (excluding any discretionary bonus payable to her), as director's emoluments, which is determined with reference to her duties and responsibilities within the Group, and the prevailing market conditions.


As at the date of this announcement, Mr. Tsui Kam Ling is interested in 113,468,122 Shares, representing 39.95% of the issued share capital of the Company, under Part XV of the SFO.


Save as disclosed above, (i) Ms. Tsui Kam Ling does not have any relationship with any Director, senior management, substantial shareholder or controlling shareholder of the Company, (ii) she has not held any directorship in other listed public companies in the last three years, and (iii) there is no other matter concerning the appointment of Ms. Tsui Kam Ling that needs to be brought to the attention of the Shareholders nor any information that needs to be disclosed pursuant to the requirements of Rules 13.51(2)(h) to (v) of the Main Board Listing Rules.


Mr. WONG Chi Ho


Mr. Wong Chi Ho, aged 36, is an executive Director, a Co-Chief Executive Officer of the Company and a member of the Nomination Committee, all of which were appointed on 24 March 2015. He is also a director and the legal representative of several subsidiaries of the Group. He joined the Group in July 2013. He is involved in the development of the Group's smart card and smart card reader technologies. Mr. Wong Chi Ho has over eight years of engineering work experience in Silicon Valley, California, U.S.A., where he worked for Qualcomm Technologies, Inc., Nvidia Corporation, and Sun Microsystems Inc.. Mr. Wong Chi Ho obtained a Master of Science in Management, Science and Engineering degree from Stanford University in California, U.S.A. in January 2005 as well as Bachelor of Science in Engineering in Electrical Engineering (Summa Cum Laude) and Master of Science in Engineering in Electrical Engineering degrees from The University of Michigan at Ann Arbor in Michigan, U.S.A. in April 2001 and April 2002, respectively. Mr. Wong Chi Ho passed Level 3 of the CFA Study and Examination Program of the CFA Institute. He is a son of Ms. Tsui and the brother of Mr. Wong Chi Kit.


Mr. Wong Chi Ho is entitled to HK$1,068,000 per annum (excluding any discretionary bonus payable to him) as director's emoluments, which is determined with reference to his duties and responsibilities within the Group, and the prevailing market conditions.

As at the date of this announcement, Mr. Wong Chi Ho is interested in 26,263,252 Shares, representing approximately 9.25% of the issued share capital of the Company, under Part XV of the SFO.


Save as disclosed above, (i) Mr. Wong Chi Ho does not have any relationship with any Director, senior management, substantial shareholder or controlling shareholder of the Company, (ii) he has not held any directorship in other listed public companies in the last three years, and (iii) there is no other matter concerning the appointment of Mr. Wong Chi Ho that needs to be brought to the attention of the Shareholders nor any information that needs to be disclosed pursuant to the requirements of Rules 13.51(2)(h) to (v) of the Main Board Listing Rules.


Mr. WONG Chi Kit


Mr. Wong Chi Kit, aged 32, is an executive Director, a Co-Chief Executive Officer of the Company and a member of the Remuneration Committee, all of which were appointed on 24 March 2015. He is also a director of several subsidiaries of the Group. He joined the Group in October 2008 as the Vice President of Global Sales. Mr. Wong Chi Kit became the head of business development of the Group in 2013 and he is currently in charge of the Group's solutions business, providing e-purse, automatic fare collection, retail and loyalty, and payment solutions. Mr. Wong Chi Kit graduated with a Bachelor of Arts degree with Distinction, double majoring in Psychology and Economics from The University of Michigan at Ann Arbor in Michigan, U.S.A. in December 2004. He is a son of Ms. Tsui and the brother of Mr. Wong Chi Ho.


Mr. Wong Chi Kit is entitled to HK$1,068,000 per annum (excluding any discretionary bonus payable to him) as director's emoluments, which is determined with reference to his duties and responsibilities within the Group, and the prevailing market conditions.


As at the date of this announcement, Mr. Wong Chi Kit is interested in 34,347,200 Shares, representing approximately 12.09% of the issued share capital of the Company, under Part XV of the SFO. Of these Shares, 26,203,200 Shares are held by Mr. Wong Chi Kit and 8,144,000 Shares are held by his spouse, Ms. Chan Angelica Sheung Ying, personally, and Mr. Wong Chi Kit is taken to be interested in the Shares held by his spouse by virtue of Part XV of the SFO.


Save as disclosed above, (i) Mr. Wong Chi Kit does not have any relationship with any Director, senior management, substantial shareholder or controlling shareholder of the Company, (ii) he has not held any directorship in other listed public companies in the last three years, and (iii) there is no other matter concerning the appointment of Mr. Wong Chi Kit that needs to be brought to the attention of the Shareholders nor any information that needs to be disclosed pursuant to the requirements of Rules 13.51(2)(h) to (v) of the Main Board Listing Rules.

Mr. TAN Keng Boon


Mr. Tan Keng Boon, aged 57, joined the Group in October 1999 as a full-time consultant of ACS and has been a full-time employee and the Chief Technical Officer of ACS since May 2003 and an executive Director since 25 October 2003. He is also a director of several subsidiaries of the Group. Mr. Tan is responsible for the implementation of a technical sales and marketing programme for existing and prospective customers of ACS. He has been involved actively in defining the product development road map of ACS and leading the engineering team in the development of new products. Previously, Mr. Tan worked for Gemplus Technologies Asia Pte. Ltd. and De La Rue Systems Asia Pte Ltd., both of which were subsidiaries of established companies in the smart card industry. Mr. Tan obtained a Bachelor of Engineering degree from the National University of Singapore in June 1983.


Mr. Tan Keng Boon is entitled to S$181,200 per annum (excluding any discretionary bonus payable to him) as director's emoluments, which is determined with reference to his duties and responsibilities within the Group, and the prevailing market conditions.


As at the date of this announcement, Mr. Tan Keng Boon is interested in 157,893 Shares, representing approximately 0.06% of the issued share capital of the Company, under Part XV of the SFO.


Save as disclosed above, (i) Mr. Tan Keng Boon does not have any relationship with any Director, senior management, substantial shareholder or controlling shareholder of the Company, (ii) he has not held any directorship in other listed public companies in the last three years, and (iii) there is no other matter concerning the appointment of Mr. Tan Keng Boon that needs to be brought to the attention of the Shareholders nor any information that needs to be disclosed pursuant to the requirements of Rules 13.51(2)(h) to (v) of the Main Board Listing Rules.


Independent non-executive Directors


Mr. LO Kar Chun, SBS, JP


Mr. Lo Kar Chun, aged 63, was appointed as an independent non-executive Director on 17 March 2014. He is also a member of the Audit Committee and the Nomination Committee, and the Chairman of the Remuneration Committee.


Mr. Lo Kar Chun started his career as an Administrative Officer in the Hong Kong Government in 1974, occupying various senior positions in the Hong Kong Government during his 13 years of public service, before joining the private sector in 1987. He was the President and Chief Executive Officer in Synnex Technology International (HK) Ltd from December 1987 to December 2013 and Synnex Distributions (China) Ltd since its inception until December 2013. Mr. Lo Kar Chun is currently the Chairman of the Independent Commission on Remuneration for Members of the Executive Council and the Legislature, and Officials under the Political Appointment System of the Hong Kong Special Administration Region. He is also a member of the Exchange Fund Advisory Committee in Hong Kong. Mr. Lo obtained a Bachelor of Science General (First Class Honour) degree from The University of Hong Kong in November 1973.

Mr. Lo Kar Chun is entitled to HK$120,000 per annum as director's emoluments, which is determined with reference to his duties and responsibilities within the Group, and the prevailing market conditions.


As at the date of this announcement, Mr. Lo Kar Chun is interested in 400,000 Shares, representing approximately 0.14% of the issued share capital of the Company, under Part XV of the SFO.


Save as disclosed above, (i) Mr. Lo Kar Chun does not have any relationship with any Director, senior management, substantial shareholder or controlling shareholder of the Company, (ii) he has not held any directorship in other listed public companies in the last three years, and (iii) there is no other matter concerning the appointment of Mr. Lo Kar Chun that needs to be brought to the attention of the Shareholders nor any information that needs to be disclosed pursuant to the requirements of Rules 13.51(2)(h) to (v) of the Main Board Listing Rules.


Mr. YIM Kai Pung


Mr. Yim Kai Pung, aged 50, was appointed as an independent non-executive Director on 10 June 2014. He is also the Chairman of the Audit Committee, and a member of the Nomination Committee and the Remuneration Committee.


Mr. Yim Kai Pung has extensive experience working in CPA firms providing services of audit, tax advices and capital consultancy and planning arrangements for initial public offering services. He is a Managing Director of CCTH CPA Limited. He served as an independent non-executive director of Greens Holdings Limited (Stock Code: 1318) from 2009 to 2015; an independent non-executive director of Success Universe Group Limited (formerly known as Macau Success Limited) (Stock Code: 487) from 2004 to 2012; an executive director of Heng Xin China Holdings Limited (formerly known as Tiger Tech Holdings Limited) (Stock Code: 8046) from 2006 to 2007; and an independent non-executive director of Magician Industries (Holdings) Limited (presently known as LISI Group (Holdings) Limited) (Stock Code: 526) from 2005 to 2006. Mr. Yim Kai Pung graduated from the City Polytechnic of Hong Kong with a Bachelor of Arts in Accountancy degree in November 1993. He is an associate member of the Hong Kong Institute of Certified Public Accountants and a fellow member of the Association of Chartered Certified Accountants of the United Kingdom.


Mr. Yim Kai Pung is entitled to HK$120,000 per annum as director's emoluments, which is determined with reference to his duties and responsibilities within the Group, and the prevailing market conditions.


As at the date of this announcement, Mr. Yim Kai Pung is not interested or deemed to have any interest or short positions in any shares, underlying shares or debentures of the Company and its associated corporations under Part XV of the SFO.

Save as disclosed above, (i) Mr. Yim Kai Pung does not have any relationship and material interest with any Director, senior management, substantial shareholder or controlling shareholder of the Company, (ii) he has not held any directorship in other listed public companies in the last three years, and (iii) there is no other matter concerning the appointment of Mr. Yim Kai Pung that needs to be brought to the attention of the Shareholders nor any information that needs to be disclosed pursuant to the requirements of Rules 13.51(2)(h) to (v) of the Main Board Listing Rules.


Ms. KAUNG Cheng Xi Dawn


Ms. Kaung Cheng Xi Dawn, aged 35, was appointed as an independent non-executive Director on 24 March 2015. She is also a member of the Audit Committee and the Nomination Committees.


Ms. Kaung Cheng Xi Dawn is a Sales Director at Avery Dennison Hong Kong B.V. since September 2014. Prior to joining Avery Dennison Hong Kong B.V. as Senior Manager of Global Supply Chain in February 2013, Ms. Kaung Cheng Xi Dawn worked as an Associate with McKinsey & Company from November 2010 to January 2013. Previously, Ms. Kaung Cheng Xi Dawn worked at Dell Inc. group of companies in U.S.A. and Singapore from July 2003 to August 2008. Ms. Kaung Cheng Xi Dawn obtained her Master in Business Administration degree from Harvard University in Massachusetts, U.S.A. in May 2010. She also received her Master of Science in Management Science and Engineering degree from Stanford University in California, U.S.A. in June 2003 and her Bachelor of Science in Engineering in Industrial and Operations Engineering (Summa Cum Laude) degree from The University of Michigan at Ann Arbor in Michigan, U.S.A. in April 2002.


Ms. Kaung Cheng Xi Dawn is entitled to HK$120,000 per annum as director's emoluments, which is determined with reference to her duties and responsibilities within the Group, and the prevailing market conditions.


As at the date of this announcement, Ms. Kaung Cheng Xi Dawn is not interested or deemed to have any interest or short positions in any shares, underlying shares or debentures of the Company and its associated corporations under Part XV of the SFO.


Save as disclosed above, (i) Ms. Kaung Cheng Xi Dawn does not have any relationship with any Director, senior management, substantial shareholder or controlling shareholder of the Company, (ii) she has not held any directorship in other listed public companies in the last three years, and (iii) there is no other matter concerning the appointment of Ms. Kaung Cheng Xi Dawn that needs to be brought to the attention of the Shareholders nor any information that needs to be disclosed pursuant to the requirements of Rules 13.51(2)(h) to (v) of the Main Board Listing Rules.

Senior Management


Ms. LAI Yuen Yee


Ms. Lai Yuen Yee, aged 50, is the Executive Vice President of the Group and mainly responsible for human resources and product development. Ms. Lai Yuen Yee joined the Group in August 2000. She is also the head of the Product Marketing Department, leading a team to focus on product management and marketing functions of the Group. She worked for Orient Overseas Container Line Ltd. for 9 years, where she started to accumulate her solid experience in sales and marketing activities for container transport services. She obtained a Bachelor of Business Administration degree from the University of East Asia, Macau in September 1987.


Ms. Lai Yuen Yee has not held any directorship in other listed public companies in the last three years.


Mr. LEUNG Tin Chak Gilbert


Mr. Leung Tin Chak Gilbert, aged 40, joined the Group in January 2002 as a Technical Marketing Engineer and was mainly responsible for handling activities of respective product lines. He is the Senior Vice President of Sales and Marketing, responsible for sales and marketing duties for existing and prospective customers of ACS. He has been involved actively in promoting the products of ACS, innovating smart card technologies in the market, identifying and exploring new market opportunities. Mr. Leung Tin Chak Gilbert obtained his Bachelor of Engineering in Industrial Engineering and Engineering Management and Master of Philosophy in Industrial Engineering and Engineering Management from The Hong Kong University of Science and Technology in November 1999 and November 2001, respectively.


Mr. Leung Tin Chak Gilbert has not held any directorship in other listed public companies in the last three years.


Ms. SUEN Yu May Sammi


Ms. Suen Yu May Sammi, aged 36, joined the Group in June 2014 as the Financial Controller of the Group. Ms. Suen Yu May, Sammi is responsible for the general financial planning and management and the treasury functions. Ms. Suen Yu May Sammi has over 13 years of experience in audit, finance, and accounting management through her previous financial positions with several international accounting firms and listed companies in Hong Kong. Ms. Suen Yu May, Sammi obtained her Bachelor of Business Administration degree in Accounting from The Hong Kong University of Science and Technology in November 2001. She is also a Certified Public Accountant of the Hong Kong Institute of Certified Public Accountants.


Ms. Suen Yu May Sammi has not held any directorship in other listed public companies in the last three years.

CERTAIN INFORMATION ABOUT THE GROUP


Research and development


The Group invests considerable amount of resources to and places great emphasis on research and development as it believes that technological innovation is critical to its sustained success in the smart card industry and business which the Group operates in which is characterised by rapid changes in technologies, trends in designs and customer demands.


The Group conducts research and development activities under policies driven by its management and executive, whom meet from time to time to discuss the developments in technical aspects and customer demands of the smart card industry and to evaluate business opportunities. As such, the Group will evaluate and determine the need and scope of its upcoming research and development activities to maintain its competitive edge and keep pace with rapid technological development in the industry and business which it operates in, to develop new technologies and upgrade existing technologies that address prevailing and expected changes in industry trends and customer demands and to develop and expand its offerings of products and services.


The Group incurred research and development expenditure of approximately HK$29.4 million, HK$35.4 million and HK$44.5 million for the years ended 31 December 2012, 2013 and 2014, respectively, and expects to spend approximately HK$50.6 million on its research and development activities in 2015.


The Company capitalised development costs of HK$11.1 million, HK$11.2 million and HK$15.9 million in the years ended 31 December 2012, 2013 and 2014, respectively, mainly included staff cost, testing fee and certificate expenses. The amount capitalised refer to expenses which are directly attributable to the development activities which meet the requirement of being an intangible. There are 61 projects for which development costs were capitalised during the three years ended 31 December 2014. Such projects relate to the development of hardware and software for various smart card applications including card payment, mobile payment, automatic fare collection, customer loyalty and security control such as digital certificate, electronic banking authentication, identity card (such as health card, driving license and national identity card) and logical access control.


Out of the 61 projects, 41 projects were completed during the three years ended 31 December 2014 and 20 projects were still under development as of 31 December 2014, of which 17 projects are expected to complete and commence sales in 2015 and 3 projects are expected to complete by the second quarter of 2016. The total capitalised development cost of the 20 projects which were still under development as of 31 December 2014 was approximately HK$18.4 million. These projects mainly relate to the development of hardware and software for smart card applications of card payment, automatic fare collection and customer loyalty.

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