TIMELESS SOFTWARE LIMITED

天 時 軟 件 有 限 公 司

(incorporated in Hong Kong with limited liability)

(Stock code: 8028)

RESULTS ANNOUNCEMENT

FOR THE YEAR ENDED 31 MARCH 2019

Characteristics of GEM of The Stock Exchange of Hong Kong Limited (the "Stock Exchange")

GEM has been positioned as a market designed to accommodate small and mid-sized companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration.

Given that the companies listed on GEM are generally small and mid-sized companies, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board and no assurance is given that there will be a liquid market in the securities traded on GEM.

Hong Kong Exchanges and Clearing Limited and the Stock Exchange 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, for which the directors (the "Directors" or individually a "Director") of Timeless Software Limited (the "Company") collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on GEM of the Stock Exchange (the "GEM Listing Rules") for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this announcement is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this announcement misleading.

This announcement shall remain on the "Latest Company Announcements" page of the GEM website at www.hkgem.com for at least seven days from the date of its publication and on the Company's website at www.timeless.com.hk.

- 1 -

RESULTS

The board of Directors ("Board") of the Company is pleased to announce the audited consolidated results of the Company and its subsidiaries (collectively, the "Group") for the year ended 31 March 2019, together with the comparative audited figures for the corresponding period in 2018, reviewed by the audit committee of the Company and approved by the Board on 21 June 2019 as follows:

Consolidated Statement of Profit or Loss and Other Comprehensive Income

For the year ended 31 March 2019

2019

2018

Notes

HK$'000

HK$'000

Revenue

3

78,154

174,172

Other income and gains

3,358

3,740

Production costs

(58,548)

(123,827)

Staff costs

(10,940)

(13,778)

Depreciation and amortisation

(2,972)

(4,225)

Other expenses

(13,110)

(19,713)

Loss on disposal/written-off of property, plant and equipment

(3,724)

(2,732)

Impairment loss on mining assets

(56,045)

-

Impairment loss on interest in associates

(7,835)

-

Loss arising on change in fair value of held-for-trading investments

-

(53)

Fair value gain on investment properties

90

1,208

Fair value changes on financial assets at fair value through

6,315

profit or loss

-

Fair value changes on financial assets designated as at fair value

-

through profit or loss

2,825

Gain on disposal of an associate

-

3,057

Finance costs

4

(502)

(368)

Share of loss of associates

(3,920)

(2,177)

Impairment loss on amount due from an associate

(740)

-

(Loss)/profit before tax

(70,419)

18,129

Income tax credit/(expense)

5

3,660

(4,111)

(Loss)/profit for the year

6

(66,759)

14,018

Other comprehensive (expense)/income, net of income tax

Items that may be reclassified subsequently to profit or loss:

(14,569)

Exchange differences on translating foreign operations

28,779

Reclassification adjustment on reserves released upon disposal of

-

an associate

(1,534)

Share of exchange differences of associates

-

270

Share of other comprehensive expense of associates

-

(1,581)

Other comprehensive (expense)/income for the year, net of

(14,569)

income tax

25,934

Total comprehensive (expense)/income for the year

(81,328)

39,952

(Loss)/profit attributable to:

(27,785)

Owners of the Company

2,002

Non-controlling interests

(38,974)

12,016

(66,759)

14,018

Total comprehensive (expense)/income attributable to:

(31,575)

Owners of the Company

6,597

Non-controlling interests

(49,753)

33,355

(81,328)

39,952

(Loss)/earnings per share

HK cents

HK cents

(0.99)

- Basic and diluted

7

0.07

- 2 -

Consolidated Statement of Financial Position

At 31 March 2019

2019

2018

Notes

HK$'000 HK$'000

Non-current assets

14,895

Property, plant and equipment

34,552

Investment properties

10,290

10,200

Other intangible assets

8

109,540

186,208

Interests in associates

39,357

292

Other financial asset

-

10,625

Financial assets at fair value through profit or loss

17,804

-

Prepaid lease payments

6,313

6,925

Deposits

23,720

29,234

Land rehabilitation costs

2,275

2,813

224,194

280,849

Current assets

20,112

Inventories

6,459

Prepaid lease payments

233

245

Trade and other receivables

9

1,312

9,299

Held-for-trading investments

-

3,044

Financial assets at fair value through profit or loss

2,957

-

Bank balances and cash

41,579

133,585

66,193

152,632

Current liabilities

11,655

Trade and other payables

10

13,365

Contract liabilities

77

-

Dividends payable to non-controlling interests

4,410

29,619

Promissory note

11

-

10,266

Provision for land rehabilitation

2,348

2,490

Obligations under finance leases

271

256

Loan from related companies

15,000

-

Current tax liabilities

-

622

33,761

56,618

Net current assets

32,432

96,014

Total assets less current liabilities

256,626

376,863

Non-current liabilities

891

Amount due to a non-controlling interest

891

Provision for land rehabilitation

6,872

7,291

Obligations under finance leases

-

271

Deferred tax liabilities

15,930

28,828

23,693

37,281

Net assets

232,933

339,582

Capital and reserves

906,074

Share capital

906,074

Reserves

(798,917)

(767,342)

Equity attributable to owners of the Company

107,157

138,732

Non-controlling interests

125,776

200,850

Total equity

232,933

339,582

- 3 -

Consolidated Statement of Changes in Equity

For the year ended 31 March 2019

Attributable

Share

Investment

Property

to owners

Non-

Share

options

General

revaluation

revaluation

Translation

Accumulated

of the

controlling

capital

reserve

reserve

reserve

reserve

reserve

deficit

Company

interests

Total

HK$'000

HK$'000

HK$'000

HK$'000

HK$'000

HK$'000

HK$'000

HK$'000

HK$'000

HK$'000

Balance at 1 April 2017

906,074

2,778

647

1,631

964

(6,119)

(773,840)

132,135

217,250

349,385

Profit for the year

-

-

-

-

-

-

2,002

2,002

12,016

14,018

Other comprehensive income/

(expense) for the year

-

-

-

(1,631)

-

6,226

-

4,595

21,339

25,934

Total comprehensive income/

(expense) for the year

-

-

-

(1,631)

-

6,226

2,002

6,597

33,355

39,952

Release of reserve upon share

options cancelled

-

(710)

-

-

-

-

710

-

-

-

Capital injection from a non-

controlling interest

-

-

-

-

-

-

-

-

109

109

Dividends distributed to non-

controlling interests

-

-

-

-

-

-

-

-

(49,864)

(49,864)

Balance at 31 March 2018

906,074

2,068

647

-

964

107

(771,128)

138,732

200,850

339,582

Loss for the year

-

-

-

-

-

-

(27,785)

(27,785)

(38,974)

(66,759)

Other comprehensive expense for

the year

-

-

-

-

-

(3,790)

-

(3,790)

(10,779)

(14,569)

Total comprehensive expense for

the year

-

-

-

-

-

(3,790)

(27,785)

(31,575)

(49,753)

(81,328)

Release of reserve upon share

options lapsed

-

(44)

-

-

-

-

44

-

-

-

Capital injection from a non-

controlling interest

-

-

-

-

-

-

-

-

2

2

Transfer to general reserve

-

-

503

-

-

-

(503)

-

-

-

Dividends distributed to non-

controlling interests

-

-

-

-

-

-

-

-

(25,323)

(25,323)

Balance at 31 March 2019

906,074

2,024

1,150

-

964

(3,683)

(799,372)

107,157

125,776

232,933

- 4 -

NOTES:

  1. GENERAL
    Timeless Software Limited (the "Company") is a public limited company incorporated in Hong Kong and its shares are listed on GEM of the Stock Exchange. The address of the registered office and principal place of business of the Company are disclosed in the corporate information section of the annual report.
    The principal activity of the Company is investment holding. The Company and its subsidiaries (the "Group") are principally engaged in the exploration and exploitation of mines, provision of consultancy and software maintenance and development, e-commerce services as well as various investments in metal processing and trading company, IT and innovation projects, including e-Sport tournament organiser, bio and nano new materials, IT startup fund and intelligent agricultural applications.
    These consolidated financial statements are presented in Hong Kong dollars ("HK$"), which is the same as the functional currency of the Company.
    The financial information relating to the years ended 31 March 2019 and 2018 included in this announcement does not constitute the Company's statutory annual consolidated financial statements for those years but is derived from those financial statements. Further information relating to these statutory financial statements required to be disclosed in accordance with section 436 of the Companies Ordinance (Cap. 622) is as follows:
    The Company has delivered the financial statements for the year ended 31 March 2018 to the Registrar of Companies as required by section 662(3) of, and Part 3 of Schedule 6 to, the Companies Ordinance and will deliver the financial statements for the year ended 31 March 2019 to the Registrar of Companies in due course.
    The Company's auditors have reported on the financial statements of the Group for both financial years. The auditors' reports were unqualified; did not include a reference to any matters to which the auditors drew attention by way of emphasis without qualifying their reports; and did not contain a statement under sections 406(2), 407(2) or (3) of the Companies Ordinance.
  2. APPLICATION OF NEW AND AMENDMENTS TO HONG KONG FINANCIAL REPORTING STANDARDS ("HKFRSs")
    New and amendments to HKFRSs that are mandatorily effective for the current year
    The Group has applied the following new and amendments to HKFRSs issued by the Hong Kong Institute of Certified Public Accountants ("HKICPA") for the first time in the current year:

HKFRS 9

Financial Instruments

HKFRS 15

Revenue from Contracts with Customers

HK(IFRIC)-Int 22

Foreign Currency Transactions and Advance Consideration

Amendments to HKFRS 2

Classification and Measurement of Share-based Payment Transactions

Amendments to HKFRS 4

Applying HKFRS 9 Financial Instruments with HKFRS 4 Insurance

Contracts

Amendments to HKFRS 15

Classification to HKFRS 15

Amendments to HKAS 28

As part of the Annual Improvements to HKFRSs 2014-2016 Cycle

Amendments to HKAS 40

Transfers of Investment Property

- 5 -

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Timeless Software Ltd. published this content on 24 June 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 June 2019 01:24:05 UTC