2025 年 報 目錄 | 2 | 公司資料 | | --- | --- | | 3 | 主席報告 | | 4 | 管理層討論及分析 | | 9 | 董事會報告 | | 19 | 企業管治報告 | | 28 | 董事履歷 | | 30 | 環境、社會及管治報告 | | 47 | 獨立核數師報告 | | 52 | 綜合損益表 | | 53 | 綜合損益及其他全面收入表 | | 54 | 綜合財務狀況表 | | 56 | 綜合權益變動表 | | 57 | 綜合現金流量表 | | 58 | 綜合財務報表附註 | | 116 | 財務資料概要 | 01 中國國家文化產業集團有限公司 目錄 公司資料 董事 執行董事 孫薇女士 滿巧珍女士 獨立非執行董事 廖廣生先生 王妙君女士 王玉潔女士 審核委員會 廖廣生先生（ 主席） 王妙君女士 王玉潔女士 核數師 致寶信勤會計師事務所有限公司 香港北角英皇道255號 國都廣場15樓1501室 註冊辦事處 Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands 總辦事處及主要營 ...

Summary of Key Points Core Viewpoint - As of July 11, a total of 167 stocks reached their 52-week highs, indicating a strong market performance with notable leaders in the stock price increases [1]. Group 1: Top Performing Stocks - The top three stocks with the highest increase rates are: - Mistrategy Equity (02902) with a high rate of 67.86% and a closing price of 1.600 [1] - Kexuan Power Holdings (00476) with a high rate of 58.73% and a closing price of 1.000 [1] - Xingzheng International (06058) with a high rate of 36.00% and a closing price of 0.590 [1] Group 2: Notable Stock Performance - Other notable stocks include: - China National Cultural Industry (00745) with a high rate of 34.62% [1] - Aluminum Corporation of China International (02068) with a high rate of 28.21% [1] - Shandong Xinhua Pharmaceutical (00719) with a high rate of 13.20% [1] Group 3: Additional Stocks with Significant Increases - Additional stocks with significant increases include: - Yuyuan Agriculture (09858) with a high rate of 12.62% [1] - WuXi AppTec (02359) with a high rate of 11.70% [1] - Kailai Ying (06821) with a high rate of 10.90% [1] Group 4: 52-Week Low Rankings - The 52-week low rankings show: - XI II Nan CO (07311) with a low rate of -12.60% [5] - XI II Nan Strategy (07399) with a low rate of -11.18% [5] - Ying Tai Medical (01501) with a low rate of -10.67% [5]

Group 1 - The core viewpoint of the article highlights the significant stock performance of China National Cultural Industry, with a recent increase of 25.0% and a cumulative rise of 202.33% over the past month, outperforming the Hang Seng Index by 19.78% [1] - As of March 31, 2025, China National Cultural Industry reported total revenue of 40.3351 million yuan, a year-on-year increase of 56.76%, and a net profit attributable to shareholders of -4.413 million yuan, reflecting a year-on-year growth of 89.05% [1] - The company's gross profit margin stands at 9.03%, with a debt-to-asset ratio of 14.07% [1] Group 2 - Currently, there are no institutional investment ratings for China National Cultural Industry [2] - In terms of industry valuation, the media and entertainment sector has an average price-to-earnings (P/E) ratio of -15.24 times, while China National Cultural Industry has a P/E ratio of -25.49 times, ranking 54th in the industry [2] - The company primarily engages in providing advertising media services and film production and distribution [2]

Summary of Key Points Core Viewpoint - As of July 7, a total of 102 stocks reached their 52-week highs, indicating a positive market trend with notable performances from specific companies such as China National Cultural Industry, Shoujia Technology, and Yunzhisheng [1]. Group 1: Stocks Reaching 52-Week Highs - China National Cultural Industry (00745) achieved a closing price of 0.430 with a peak of 0.435, marking a high rate of 24.29% [1]. - Shoujia Technology (00103) closed at 0.550, reaching a high of 0.610, reflecting a 17.31% increase [1]. - Yunzhisheng (09678) had a closing price of 386.800 and a peak of 391.600, with a high rate of 15.65% [1]. - Other notable stocks include Charoen Pokphand International (03839) at 15.09%, Japan Kyosei (00627) at 13.92%, and China San San Media (08087) at 11.05% [1]. Group 2: Additional Stocks with Significant Increases - Green Tea Group (06831) reached a high of 10.33% with a closing price of 9.080 [1]. - Beihai Kangcheng-B (01228) and Pinchuang Holdings (08066) both achieved a high rate of 10.00% [1]. - Other companies with notable increases include Zhongshen Jianye (02503) at 9.45% and Baishida Holdings (01168) at 7.73% [1]. Group 3: Stocks with Lower Performance - The report also highlights stocks that did not perform as well, with some reaching 52-week lows, such as Aidewei Construction Group (06189) with a low rate of -11.11% [3]. - Other underperformers include Macau Legend (01680) at -6.33% and Gu Dou Holdings (08308) at -6.00% [3].

Group 1 - As of July 4, 96 stocks reached a 52-week high, with Tongyuan International (03830), ITE HOLDINGS (08092), and China National Cultural Industry (00745) leading the high rate at 36.07%, 25.49%, and 25.00% respectively [1] - The top three stocks by closing price that reached a 52-week high are Tongyuan International at 0.078, ITE HOLDINGS at 0.052, and China National Cultural Industry at 0.300 [1] - Other notable stocks that reached a 52-week high include Nippon Kyoei (00627) at 21.54% and Sanofi (02257) at 21.50% [1] Group 2 - The 52-week low rankings show that Health Road (02587) had the largest decline at -18.31%, followed by Rongda Technology (09881) at -12.43% [3] - Other stocks that reached a 52-week low include New Stone Culture (01740) at -8.62% and Emperor Entertainment Hotel (00296) at -5.00% [3] - The list of stocks with significant declines also includes Qiyi Technology (01739) at -3.38% and Huanying Media (01003) at -2.86% [3]

Summary of Key Points Core Viewpoint - As of July 3, a total of 120 stocks reached their 52-week highs, indicating a strong market performance with notable leaders in the list [1]. Group 1: Top Performers - The top three stocks with the highest increase rates are: - 富誉控股 (Fuyou Holdings) at 90.76%, closing at 0.435 with a peak of 0.475 [1] - 信义能源 (Xinyi Energy) at 65.00%, closing at 1.200 with a peak of 1.980 [1] - 中国三三传媒 (China San San Media) at 42.86%, closing at 1.710 with a peak of 1.900 [1] Group 2: Additional Notable Stocks - Other notable stocks include: - ITE HOLDINGS at 34.21% increase, closing at 0.047 with a peak of 0.051 [1] - 星凯控股 (Xingkai Holdings) at 30.00%, closing at 0.480 with a peak of 0.650 [1] - 北京北辰实业股份 (Beijing Beichen Industrial) at 26.47%, closing at 0.940 with a peak of 1.290 [1] Group 3: Overall Market Trends - The overall trend shows a significant number of stocks achieving new highs, reflecting positive investor sentiment and market conditions [1].

[Financial Highlights](index=1&type=section&id=Financial%20Highlights) [Consolidated Statement of Profit or Loss](index=1&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss) For the year ended March 31, 2025, the Group's revenue increased by **56.7%** year-on-year to **HK$43.71 million**, and despite gross profit decreasing from **HK$5.44 million** to **HK$3.95 million**, the annual loss significantly narrowed from **HK$43.67 million** in the prior year to **HK$4.78 million**, primarily due to a net reversal of impairment losses on trade receivables Consolidated Statement of Profit or Loss Summary (HKD '000) | Metric | 2025 | 2024 | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Revenue | 43,708 | 27,883 | +56.7% | | Gross Profit | 3,947 | 5,439 | -27.4% | | Loss Before Tax | (4,782) | (44,434) | Loss narrowed by 89.2% | | Loss for the Year Attributable to Owners of the Company | (4,782) | (43,668) | Loss narrowed by 89.1% | | Basic Loss Per Share (HK cents) | (4.84) | (45.44) | Loss narrowed by 89.3% | - The year saw a net reversal of impairment losses on trade receivables of **HK$6.67 million**, compared to an impairment loss provision of **HK$34.45 million** in the prior year, which was a key factor in the significant narrowing of the annual loss[2](index=2&type=chunk) [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=2&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) This year, total other comprehensive income amounted to **HK$17.30 million**, primarily due to a **HK$18.49 million** gain from reclassification of cumulative exchange reserves upon disposal of overseas operations, resulting in a turnaround to total comprehensive income attributable to owners of the Company of **HK$12.52 million**, compared to a total comprehensive expense of **HK$44.23 million** in the prior year Other Comprehensive Income/(Expense) Summary (HKD '000) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Loss for the Year | (4,782) | (43,668) | | Other Comprehensive Income/(Expense) for the Year | 17,303 | (563) | | **Total Comprehensive Income/(Expense) for the Year Attributable to Owners of the Company** | **12,521** | **(44,231)** | - A reclassification adjustment of cumulative exchange reserves amounting to **HK$18.49 million** from the disposal of overseas operations was the primary reason for the other comprehensive income recorded this year[3](index=3&type=chunk) [Consolidated Statement of Financial Position](index=3&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2025, the Group's total assets increased to **HK$51.88 million**, and total liabilities significantly decreased to **HK$7.30 million**, leading to a substantial improvement in the balance sheet with total equity rising from **HK$16.75 million** to **HK$44.58 million**, and net current assets increasing from **HK$14.48 million** to **HK$43.49 million** Consolidated Statement of Financial Position Summary (HKD '000) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | **Assets** | | | | Non-current Assets | 1,081 | 2,267 | | Current Assets | 50,795 | 29,772 | | **Total Assets** | **51,876** | **32,039** | | **Equity and Liabilities** | | | | Total Equity | 44,575 | 16,750 | | Current Liabilities | 7,301 | 15,289 | | **Total Liabilities** | **7,301** | **15,289** | | **Total Equity and Liabilities** | **51,876** | **32,039** | - Cash and cash equivalents significantly increased from **HK$0.727 million** to **HK$15.04 million**, substantially enhancing the Group's liquidity[4](index=4&type=chunk) [Notes to the Consolidated Financial Statements](index=5&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) [1. Company Information](index=5&type=section&id=1.%20Company%20Information) The Company is an exempted limited liability company incorporated in the Cayman Islands, primarily engaged in design services and advertising through mobile devices, e-commerce, film trading and production, with financial statements prepared in Hong Kong Dollars - The Group is primarily engaged in mobile device design and advertising, internet product sales (e-commerce), film trading and production, and other related services[7](index=7&type=chunk) - The Company's directors believe that the Company has no direct and ultimate holding company or ultimate controlling party[7](index=7&type=chunk) [3. Segment Information](index=7&type=section&id=3.%20Segment%20Information) The Group's operations are divided into two main segments: advertising and e-commerce, with the advertising segment turning profitable this year with **HK$9.36 million** in results, while the e-commerce segment shifted from profit to loss with **HK$1.38 million** in losses, leading to an overall segment result improvement from a **HK$41.40 million** loss last year to a **HK$7.97 million** profit Segment Revenue and Results (HKD '000) | Segment | Revenue (2025) | Revenue (2024) | Results (2025) | Results (2024) | | :--- | :--- | :--- | :--- | :--- | | Advertising | 13,686 | 5,800 | 9,357 | (42,753) | | E-commerce | 30,022 | 22,083 | (1,384) | 1,352 | | **Total** | **43,708** | **27,883** | **7,973** | **(41,401)** | - All revenue from external customers originated from the Hong Kong region[17](index=17&type=chunk) [9. Loss Per Share](index=11&type=section&id=9.%20Loss%20Per%20Share) Basic and diluted loss per share for the year was **4.84 HK cents**, a significant narrowing from **45.44 HK cents** (restated) in the prior year, with the weighted average number of shares increasing due to the rights issue in March 2025 Loss Per Share Calculation | Metric | 2025 | 2024 (Restated) | | :--- | :--- | :--- | | Loss for the Year Attributable to Owners of the Company (HKD '000) | (4,782) | (43,668) | | Weighted Average Number of Shares (thousands) | 98,749 | 96,097 | | **Basic and Diluted Loss Per Share (HK cents)** | **(4.84)** | **(45.44)** | [10. Trade Receivables](index=12&type=section&id=10.%20Trade%20Receivables) At the end of the reporting period, total trade receivables amounted to **HK$55.74 million**, with a net amount of **HK$16.48 million** after an impairment allowance for credit losses of **HK$39.27 million**, and despite some overdue amounts, management believes these balances are recoverable due to no recent default records - Net trade receivables increased from **HK$11.29 million** to **HK$16.48 million**, while the allowance for credit losses decreased from **HK$55.02 million** to **HK$39.27 million**[36](index=36&type=chunk) - The credit period granted to customers is a maximum of **90 days**[37](index=37&type=chunk) [Management Discussion and Analysis](index=13&type=section&id=Management%20Discussion%20and%20Analysis) [Business and Financial Review](index=13&type=section&id=Business%20and%20Financial%20Review) This year, the Group's revenue grew by **57%** year-on-year to approximately **HK$43.71 million**, driven by both advertising and e-commerce segments, while the gross profit margin decreased from **19.5%** to **9.0%** due to a higher proportion of lower-margin e-commerce revenue, and the loss attributable to owners of the Company significantly narrowed to **HK$4.78 million**, primarily due to the net impact of impairment loss provisions on trade receivables - Revenue increased by **57%** year-on-year to approximately **HK$43.71 million**, primarily due to increased turnover in both the advertising and e-commerce segments[40](index=40&type=chunk) - Gross profit margin decreased from **19.5%** to **9.0%**, mainly due to an increased proportion of revenue from the lower-margin e-commerce segment[40](index=40&type=chunk) - Loss attributable to owners of the Company significantly decreased from **HK$43.67 million** to **HK$4.78 million**[40](index=40&type=chunk) [Significant Investments](index=13&type=section&id=Significant%20Investments) The Group maintains a diversified investment portfolio and closely monitors market trends, with financial assets held for trading totaling approximately **HK$17.12 million** and equity instruments at fair value through other comprehensive income totaling approximately **HK$1.08 million** at the end of the reporting period, and the Group remains committed to achieving long-term returns from its investments Financial Assets Held for Trading (HKD '000) | Name of Investee Company | Fair Value as at March 31, 2025 | Percentage of Total Assets | | :--- | :--- | :--- | | Capital Strategic Investment Limited (2324.HK) | 1,838 | 3.5% | | Asia Resources Holdings Limited (8413.HK) | 948 | 1.8% | | Other Listed Securities | 14,338 | 27.6% | | **Total** | **17,124** | **32.9%** | Equity Instruments at Fair Value Through Other Comprehensive Income (HKD '000) | Name of Investee Company | Fair Value as at March 31, 2025 | Percentage of Total Assets | | :--- | :--- | :--- | | Regal Time Group Holdings Limited (1327) | 514 | 1.0% | | Other Listed Securities | 567 | 1.1% | | **Total** | **1,081** | **2.1%** | - The Group's investment strategy is to invest in a diversified and flexible portfolio to maximize sustainable long-term returns[45](index=45&type=chunk) [Capital Structure, Liquidity and Financial Resources](index=15&type=section&id=Capital%20Structure%2C%20Liquidity%20and%20Financial%20Resources) At the end of the reporting period, the Group's cash and bank balances significantly increased to **HK$15.04 million**, with no bank borrowings and a zero gearing ratio, and during the year, the Company completed a capital reorganization and rights issue, improving its capital structure and liquidity position - As of March 31, 2025, total cash and bank balances were approximately **HK$15.04 million**, compared to **HK$0.727 million** in the prior year[50](index=50&type=chunk) - The Group had no bank borrowings and a zero gearing ratio as of March 31, 2025[50](index=50&type=chunk) - During the year, the Company completed a capital reorganization and rights issue, issuing **156 million** rights shares[49](index=49&type=chunk) [Share Option Scheme](index=16&type=section&id=Share%20Option%20Scheme) As of March 31, 2025, outstanding share options granted under the share option scheme involved **5,888,400 shares**, representing **2.51%** of the issued shares, with **9,665,200** options lapsing during the year and no new options granted or exercised - As of March 31, 2025, outstanding share options involved **5,888,400 shares**, representing **2.51%** of the issued shares[60](index=60&type=chunk) - A total of **9,665,200** share options lapsed during the year[63](index=63&type=chunk) [Outlook](index=19&type=section&id=Outlook) The Group remains confident in accelerated growth for 2025, primarily driven by Hong Kong's strong economic recovery and the expansion of the digital economy, with future plans including continued development of existing businesses, seeking acquisition and collaboration opportunities, and potential expansion into other industries such as media and culture for business diversification - The Group is optimistic about future growth, viewing Hong Kong's economic recovery and the expansion of the digital economy as key drivers[67](index=67&type=chunk) - Future plans include: - Continued development of advertising and e-commerce businesses - Business expansion through acquisitions, product portfolio enhancement, and collaborations - Diversification into other industries such as media and culture[73](index=73&type=chunk) [Other Information](index=20&type=section&id=Other%20Information) [Dividend](index=20&type=section&id=Dividend) The Board does not recommend the payment of any dividend for the year ended March 31, 2025 - The Board does not recommend the payment of any dividend for the current year[69](index=69&type=chunk) [Corporate Governance](index=20&type=section&id=Corporate%20Governance) The Group has complied with all code provisions of the Corporate Governance Code during the reporting year, and all directors have confirmed compliance with the Model Code for Securities Transactions by Directors - The Group has adopted and consistently complied with all code provisions of the Corporate Governance Code as set out in Appendix C1 to the Listing Rules during the current year[71](index=71&type=chunk) [Directors' and Major Shareholders' Interests](index=21&type=section&id=Directors%27%20and%20Major%20Shareholders%27%20Interests) The report discloses that four directors each hold **490,700** unlisted share options, and apart from the disclosed options, no directors or chief executives held disclosable interests in shares, and furthermore, no major shareholders held disclosable interests or short positions at the end of the reporting period - Four directors (Sun Wei, Man Qiaozhen, Wang Miaojun, Wang Yujie) each hold **490,700** unlisted share options, each representing **0.21%** of the issued share capital[74](index=74&type=chunk) - As of March 31, 2025, no major shareholders held any interests or short positions in the shares or underlying shares that are required to be disclosed under the Securities and Futures Ordinance[77](index=77&type=chunk)

Group 1 - The core point of the article highlights the performance of China National Cultural Industry (00745.HK), which saw a significant increase in its stock price by 34.27% to HKD 0.239 per share, with a trading volume of 2.1087 million shares and a turnover of HKD 431,800, reflecting a volatility of 30.9% [1] - Over the past month, China National Cultural Industry has achieved a cumulative increase of 1.71%, and since the beginning of the year, it has risen by 60.79%, outperforming the Hang Seng Index by 22.01% [1] - Financial data shows that as of September 30, 2024, the company reported total operating revenue of HKD 23.5097 million, a year-on-year growth of 4.33%, while the net profit attributable to the parent company was a loss of HKD 1.1552 million, with a year-on-year increase of 82.51%. The gross profit margin stood at 13.67%, and the debt-to-asset ratio was 47.6% [1] Group 2 - Currently, there are no institutional investment ratings for China National Cultural Industry [2] - In terms of industry valuation, the average price-to-earnings (P/E) ratio for the media and entertainment sector (TTM) is -6.98 times, with a median of -1.49 times. China National Cultural Industry has a P/E ratio of -1.11 times, ranking 99th in the industry [2] - The company primarily engages in providing advertising media services and film production and distribution [2]

Share Option Scheme - The maximum number of shares available for issuance under the share option scheme is clarified to be 15,555,325 shares, correcting a previous printing error[3] Annual Report - The annual report for the year ending March 31, 2024, was published on July 31, 2024[3] - No other changes were made to the content of the annual report aside from the clarification mentioned[4] Corporate Governance - The announcement was made on June 16, 2025, indicating ongoing corporate governance and transparency efforts[6] - The board acknowledges the error and takes responsibility for ensuring accurate information dissemination[3] Board of Directors - The board of directors consists of executive directors Sun Wei and Man Qiaozhen, along with independent non-executive directors Liao Guangsheng, Wang Miaojun, and Wang Yujie[6] Communication and Accountability - The company emphasizes the importance of accurate reporting and accountability in its communications[2] - The announcement is part of the company's commitment to maintaining investor relations and providing updates on corporate matters[2] - The company continues to focus on its operational integrity and shareholder communication[2] Company Information - The company operates under the name China National Culture Group Limited, registered in the Cayman Islands[2]

Group 1: Market Performance - The automotive parts sector saw significant stock price increases, with Tongxin Transmission rising by 22.83%, and several other companies, including Meichen Technology and Xinrui Technology, hitting the 20% daily limit [1][2] - Other notable performers included Jindao Technology, Huayang Transmission, and Disenli, all of which experienced gains exceeding 10% [1][2] Group 2: Policy Impact - Recent directives from the Ministry of Industry and Information Technology and the State-owned Assets Supervision and Administration Commission aim to stabilize supply chains and promote high-quality development in the automotive industry [1][3] - The implementation of the "Regulations on Ensuring Payment to Small and Medium Enterprises" on June 1 mandates that large enterprises must pay small and medium suppliers within 60 days of delivery, addressing long-standing payment issues in the automotive supply chain [1][3] Group 3: Corporate Commitments - Major automotive companies, including FAW Group, Dongfeng Motor, and Guangzhou Automobile Group, have committed to limiting supplier payment terms to 60 days, aligning with the new regulations and promoting a healthier industry ecosystem [3][4][5] - This collective commitment is seen as a move to resist unhealthy competition and restore balance within the industry [3][12] Group 4: Industry Dynamics - The average accounts payable turnover days for 32 listed vehicle manufacturers reached 109.74 days, while 241 listed auto parts companies had an average accounts receivable turnover of 100.99 days, indicating significant pressure on smaller suppliers [11] - The automotive industry has historically seen a power imbalance, with large manufacturers exerting significant influence over payment terms, often leading to financial strain on smaller suppliers [11][12]