Timeless Software : RESULTS ANNOUNCEMENT FOR THE THREE MONTHS ENDED 30 JUNE 2019

(incorporated in Hong Kong with limited liability)

(Stock code: 8028)

RESULTS ANNOUNCEMENT

FOR THE THREE MONTHS ENDED 30 JUNE 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

The board of Directors ("Board") of the Company is pleased to announce the unaudited consolidated results of the Company and its subsidiaries (collectively, the "Group") for the three months ended 30 June 2019 together with the comparative unaudited figures for the corresponding period in 2018 as follows:

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the three months ended 30 June 2019

		(Unaudited)
		Three months ended 30 June
		2019		2018
	Notes	HK$'000	HK$'000
Revenue		15,755		4,753
Other income and gains		178		1,085
Purchase and production costs		(19,098)	(878)
Staff costs		(2,807)	(2,923)
Depreciation and amortisation		(318)	(732)
Other expenses		(1,782)	(3,611)
Gain on disposal of intangible assets		1,716		-
Loss arising on change in fair value of held-for-trading		-
investments		(135)
Fair value changes on financial assets at fair value		(60)
through profit or loss		-
Finance costs		(171)	(40)
Share of losses of associates		(1,836)	(170)
Impairment loss on amount due from an associate		(2)	-
Loss before tax		(8,425)	(2,651)
Income tax credit/(expense)	3	404		(1,958)
Loss for the period		(8,021)	(4,609)
Other comprehensive expense, net of income tax
Items that may be reclassified subsequently to profit or loss:		(4,343)
Exchange differences on translating foreign operations		(11,212)
Other comprehensive expense for the period,
	(4,343)
net of income tax		(11,212)
Total comprehensive expense for the period		(12,364)	(15,821)
Loss attributable to:
	(4,894)
Owners of the Company		(3,028)
Non-controlling interests		(3,127)	(1,581)
		(8,021)	(4,609)
Total comprehensive expense attributable to:
	(6,023)
Owners of the Company		(5,936)
Non-controlling interests		(6,341)	(9,885)
		(12,364)	(15,821)
		HK cents	HK cents
Loss per share		(0.174)
- Basic and diluted	5	(0.108)

2

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the three months ended 30 June 2019

														(Unaudited)
																				Attributable
				Share				Property										to owners	Non-
	Share			options	General	revaluation				Translation	Accumulated	of the	controlling
	capital			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
Balance at 1 April 2018	906,074	2,068	647	964	107			(771,128)	138,732			200,850			339,582
Loss for the period	-			-	-	-				-	(3,028)	(3,028)	(1,581)	(4,609)
Other comprehensive expense
for the period	-			-	-	-	(2,908)		-	(2,908)	(8,304)	(11,212)
Total comprehensive expense
for the period	-			-	-	-	(2,908)	(3,028)	(5,936)	(9,885)	(15,821)
Transfer to reserve	-			-	508	-				-	(508)	-	-	-
Balance at 30 June 2018	906,074	2,068	1,155	964	(2,801)	(774,664)	132,796			190,965			323,761
Balance at 1 April 2019	906,074	2,024	1,150	964	(3,683)	(799,372)	107,157			125,776			232,933
Loss for the period	-			-	-	-				-	(4,894)	(4,894)	(3,127)	(8,021)
Other comprehensive expense
for the period	-			-	-	-	(1,129)		-	(1,129)	(3,214)	(4,343)
Total comprehensive expense
for the period	-			-	-	-	(1,129)	(4,894)	(6,023)	(6,341)	(12,364)
Transfer to reserve	-			-	456	-				-	(456)	-	-	-
Balance at 30 June 2019	906,074	2,024	1,606	964	(4,812)	(804,722)	101,134			119,435			220,569

3

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended 30 June 2019

1. GENERAL INFORMATION
   The Company is a limited liability company incorporated in Hong Kong and its shares are listed on GEM of the Stock Exchange. The address of its registered office and principal place of business is Room 2208, 118 Connaught Road West, Hong Kong.
   The Company acts as an investment holding company. The Group is principally engaged in (i) the exploration and exploitation of mines ("Mining Business"); and (ii) the provision of consultancy and software maintenance and development, e-commerce services as well as various investments in IT and innovation projects, including e-Sport tournament organiser, bio and nano new materials, and IT startup fund and intelligent agricultural applications ("Other Business").
   These condensed consolidated financial statements have not been audited but have been reviewed by the audit committee of the Company and were approved for issue by the Board on 8 August 2019.
2. BASIS OF PREPARATION AND ACCOUNTING POLICIES
   These condensed consolidated financial statements have been prepared in accordance with the applicable disclosure requirements of the GEM Listing Rules.
   The accounting policies and method of computation used in the preparation of these financial statements are consistent with those used in annual financial statements for the year ended 31 March 2019, which have been prepared in accordance with Hong Kong Financial Reporting Standards ("HKFRSs"). The condensed consolidated financial statements should be read in conjunction with the annual financial statements for the year ended 31 March 2019. The Group has adopted new or revised standards, amendments to standards and interpretations of HKFRSs which are effective for accounting periods commencing on or after 1 January 2019. The adoption of such new or revised standards, amendments to standards and interpretations does not have material impact on the condensed consolidated financial statements and does not result in substantial changes to the Group's accounting policies.
   In addition, the preparation of financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.
   In the preparation of these condensed consolidated financial statements, the significant judgements made by the management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those that applied to the annual financial statements for the year ended 31 March 2019.
   The financial information relating to the year ended 31 March 2019 included in these financial statements as comparative information does not constitute the Company's statutory annual consolidated financial statements for that financial year 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, Laws of Hong Kong) is as follows:
   The Company will deliver the financial statements for the year ended 31 March 2019 to the Registrar of Companies in accordance with section 662(3) of, and Part 3 of Schedule 6 to, the Companies Ordinance (Cap. 622, Laws of Hong Kong).
   The Company's auditor has reported on the financial statements for the year ended 31 March 2019. The auditor's report was unqualified; did not include a reference to any matter to which the auditor drew attention by way of emphasis without qualifying its report; and did not contain a statement under section 406(2), 407(2) or (3) of the Companies Ordinance (Cap. 622, Laws of Hong Kong).

4

3.	INCOME TAX CREDIT/(EXPENSE)
		(Unaudited)
		Three months ended 30 June
		2019			2018
		HK$'000	HK$'000
	Current tax
	PRC Enterprise Income Tax
	- charge for the period	-	(1,849)
	- under provision in respect of prior years	-	(61)
	Deferred tax	404			(48)
	Total income tax credit/(expense) recognised in profit or loss	404			(1,958)

Hong Kong profits tax is calculated at the rate of 16.5% (2018: 16.5%) on the estimated assessable profits for the period, except for the first HK$2,000,000 of a qualified entity's assessable profit which is calculated at 8.25%, in accordance with the new two-tiered tax rate regime with effect from the year of assessment 2018/2019. No provision for Hong Kong profits tax has been made as the Group had no assessable profit arising in or derived from Hong Kong for both periods.

PRC subsidiaries are subject to PRC Enterprise Income Tax at 25% (2018: 25%).

1. INTERIM DIVIDEND
   The Directors do not recommend the payment of an interim dividend for the three months ended 30 June 2019 (2018: nil).
2. LOSS PER SHARE
   The calculation of the basic and diluted loss per share is based on the following data:

	(Unaudited)
	Three months ended 30 June
	2019	2018
Loss:
Loss for the period attributable to owners of the Company
for the purpose of basic and diluted loss per share	HK$4,894,000		HK$3,028,000
Number of ordinary shares:
Weighted average number of ordinary shares
for the purpose of basic and diluted loss per share	2,812,881,803	2,812,881,803

The computation of diluted loss per share did not assume the exercise of the Company's outstanding share options during the three months ended 30 June 2019 and 2018 since their exercise would result in decrease in loss per share.

5