2022 年報 目錄 | 2 | 公司資料 | | --- | --- | | 3 | 主席報告 | | 4 | 管理層討論及分析 | | 8 | 董事會報告 | | 18 | 企業管治報告 | | 27 | 董事履歷 | | 29 | 獨立核數師報告 | | 34 | 綜合損益表 | | 35 | 綜合損益及其他全面收入表 | | 36 | 綜合財務狀況表 | | 38 | 綜合權益變動表 | | 39 | 綜合現金流量表 | | 40 | 綜合財務報表附註 | | 104 | 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 石俊峰先生（ 主席）（於二零二二年四月二十七日辭任） 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 薪酬委員會 廖廣生先生（ 主席） 孫薇女士 王妙君女士 王玉潔女士 提名委員會 王妙君女士（ 主席） 孫薇女士 廖廣生先生 王玉潔女士 公司秘書 梁祖詒先生 助理公司秘書 Conyers Trust Company (Cayman) Limited 核數師 開元信德 ...

2021 中期報告 目錄 2 簡明綜合損益表 3 簡明綜合損益及其他全面收入表 4 簡明綜合財務狀況表 6 簡明綜合權益變動表 7 簡明綜合現金流量表 8 簡明綜合財務報表附註 23 管理層討論及分析 27 其他資料 1 中國國家文化產業集團有限公司 簡明綜合損益表 截至二零二一年九月三十日止六個月 | | | 截至九月三十日止六個月 | | | --- | --- | --- | --- | | | | 二零二一年 | 二零二零年 千港元 | | | 附註 | 千港元 | | | | | （未經審核） | （未經審核） | | 營業額 | 5 | 36,304 | 28,136 | | 銷售成本 | | (30,448) | (24,242) | | 毛利 | | 5,856 | 3,894 | | 其他收益或虧損 | 5 | (5,176) | 22 | | 行政開支 | | (9,221) | (14,323) | | 除稅前虧損 | 6 | (8,541) | (10,407) | | 稅項 | 7 | 133 | 736 | | 期內虧損 | | (8,408) | (9,671) | | 以下各項 ...

Company Information This section details the board of directors, committee members, company secretary, auditor, registered and principal offices, share registrar, and listing information for China National Culture Group Limited - The Board of Directors includes **Mr. Shi Junfeng (Chairman), Ms. Sun Wei, Ms. Man Qiaozhen** (Executive Directors), and **Mr. Liao Guangsheng, Ms. Wang Miaojun, Ms. Wang Yujie** (Independent Non-Executive Directors)[4](index=4&type=chunk) - The **Audit Committee, Remuneration Committee, and Nomination Committee** are composed of independent non-executive directors and some executive directors[4](index=4&type=chunk) - The Company Secretary is **Mr. Leung Cho Yi**, and the auditor is **Kaiyuan Xinde Certified Public Accountants Limited**[4](index=4&type=chunk) - The company's shares are listed on the Main Board of The Stock Exchange of Hong Kong Limited, with stock code **745**[5](index=5&type=chunk) Chairman's Statement This statement reviews the Group's annual operating and financial performance, noting a net loss due to COVID-19 and economic downturn impacts on advertising and e-commerce, and outlines future strategies for business diversification and strategic content investments - The Group continued to focus on its existing advertising and e-commerce businesses, but consumer and client spending power was affected by the **COVID-19 pandemic** and global economic downturn[8](index=8&type=chunk) - The Group recorded a **net loss for the year**, primarily due to reduced gross profit, net realized and unrealized losses on financial assets held for trading, and impairment losses on goodwill and intangible assets[8](index=8&type=chunk) - The Group is committed to developing its **film segment**, including investing in, acquiring, and distributing film, web series, and TV drama content, expecting positive contributions in the future[8](index=8&type=chunk) - Future plans include continuous development of advertising and e-commerce businesses, expansion through acquisitions/collaborations, strategic investments in local and overseas film/TV content production, and diversification into media and culture-related industries[12](index=12&type=chunk) Management Discussion and Analysis This section details the Group's business and financial performance for the year ended March 31, 2021, noting slight revenue growth, improved gross margin, and a net loss due to intangible asset impairment, alongside a stable liquidity position and diversified investments [Business Review](index=5&type=section&id=%E6%A5%AD%E5%8B%99%E5%9B%9E%E9%A1%A7) For the year ended March 31, 2021, the Group's revenue slightly increased by **1.3% to HK$78,095 thousand**, primarily driven by the film segment. Gross profit margin improved from **19.5% to 29.6%**, mainly due to service upgrades in the advertising business. Loss attributable to owners of the company was approximately **HK$56,317 thousand**, a reduction from **HK$92,227 thousand** last year, but a net loss was still recorded due to impairment losses on intangible assets FY2021 Business Performance | Metric | 2021 (HK$ thousand) | 2020 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 78,095 | 77,116 | +1.3% | | Gross Profit | 23,125 | 15,076 | +53.4% | | Gross Profit Margin | 29.6% | 19.5% | +10.1pp | | Loss Attributable to Owners of the Company | (56,317) | (92,227) | -38.8% | - Revenue increase was primarily contributed by the **film segment**[13](index=13&type=chunk) - Gross profit margin improvement was mainly due to service upgrades in the **advertising business segment** for existing clients to enhance market competitiveness[13](index=13&type=chunk) - The net loss recorded was primarily due to the recognition of **impairment losses on intangible assets**[13](index=13&type=chunk) [Financial Review](index=5&type=section&id=%E8%B2%A1%E5%8B%99%E5%9B%9E%E9%A1%A7) At year-end, non-current assets significantly decreased to approximately **HK$35,365 thousand** (2020: HK$87,385 thousand) due to impairment losses on intangible assets. Total current assets and liabilities also decreased due to reductions in trade and other receivables, prepayments, deposits, and trade payables Non-current Assets Movement | Metric | 2021 (HK$ thousand) | 2020 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Non-current Assets | 35,365 | 87,385 | -59.6% | - The decrease in non-current assets was mainly due to the recognition of **impairment losses on intangible assets** during the year[14](index=14&type=chunk) - Current assets decreased due to reductions in **trade receivables, prepayments, deposits, and other receivables**[14](index=14&type=chunk) - Total current liabilities decreased due to a reduction in **trade payables**[14](index=14&type=chunk) [Material Investments](index=5&type=section&id=%E9%87%8D%E5%A4%A7%E6%8A%95%E8%B3%87) As of March 31, 2021, the Group's financial assets held for trading totaled **HK$20,185 thousand**, with significant investments in Capital VC Limited and Asia Grocery Distribution Limited. Equity instruments at fair value through other comprehensive income totaled **HK$4,400 thousand**, including investment in Lisi Group Holdings Limited. The Group will continue to maintain a diversified investment portfolio and closely monitor market trends Financial Assets Held for Trading (As of March 31, 2021) | Investee Company Name | April 1, 2020 (HK$ thousand) | Fair Value Gain/(Loss) (HK$ thousand) | March 31, 2021 (HK$ thousand) | Percentage of Group's Total Assets (%) | | :--- | :--- | :--- | :--- | :--- | | Capital VC Limited | 2,400 | 450 | 2,850 | 2.8% | | Asia Grocery Distribution Limited | 4,032 | (1,512) | 2,520 | 2.5% | | Subtotal | 6,432 | (1,062) | 5,370 | 5.3% | | Other Listed Securities | 7,172 | 2,726 | 14,815 | 14.5% | | **Total** | **13,604** | **1,664** | **20,185** | **19.8%** | Equity Instruments at Fair Value Through Other Comprehensive Income (As of March 31, 2021) | Investee Company Name | April 1, 2020 (HK$ thousand) | Fair Value Loss (HK$ thousand) | March 31, 2021 (HK$ thousand) | Percentage of Group's Total Assets (%) | | :--- | :--- | :--- | :--- | :--- | | Lisi Group Holdings Limited | 2,229 | (258) | 1,971 | 1.9% | | Other Listed Securities | 1,181 | 1,248 | 2,429 | 2.4% | | **Total** | **3,410** | **990** | **4,400** | **4.3%** | - The Group will continue to maintain a **diversified investment portfolio** and closely monitor its investment performance and market trends to adjust its investment strategy[18](index=18&type=chunk) [Capital Structure](index=6&type=section&id=%E8%B3%87%E6%9C%AC%E6%9E%B6%E6%A7%8B) As of March 31, 2021, the company's authorized share capital was **HK$1,000,000 thousand**, divided into **25,000,000,000 shares** of HK$0.04 each and **3,500,000,000 non-voting convertible preference shares** of HK$0.14 each. The number of issued shares was **588,864,600 shares** of HK$0.04 each, with changes during the year due to share consolidation, subdivision, and placement - As of March 31, 2021, the authorized share capital was **HK$1,000,000 thousand**, divided into **25,000,000,000 shares** of **HK$0.04** each and **3,500,000,000 non-voting convertible preference shares** of **HK$0.14** each[22](index=22&type=chunk)[24](index=24&type=chunk) - The number of issued shares was **588,864,600 shares** of **HK$0.04** each[25](index=25&type=chunk) - Changes in issued share capital during the year included **share consolidation** (effective May 21, 2020) and **share subdivision** (effective July 28, 2020)[26](index=26&type=chunk)[24](index=24&type=chunk) [Use of Proceeds](index=7&type=section&id=%E6%89%80%E5%BE%97%E6%AC%BE%E9%A0%85%E7%94%A8%E9%80%94) The placement completed on August 19, 2020, successfully placed **98,144,100 ordinary shares**, with net proceeds of approximately **HK$6,200 thousand** fully utilized for the Group's general working capital and to improve its cash position, facilitating existing and future business development - A placement was completed on **August 19, 2020**, successfully placing **98,144,100 ordinary shares** at a placement price of **HK$0.065 per share**[27](index=27&type=chunk) Net Proceeds from Placement and Their Use | Metric | Amount (HK$) | | :--- | :--- | | Net Proceeds |

[Condensed Consolidated Statement of Profit or Loss](index=3&type=section&id=Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss) The company's revenue and gross profit decreased significantly, leading to an expanded loss for the period Condensed Consolidated Statement of Profit or Loss (For the six months ended 30 September) | Indicator | 2020 (HK$ thousand) | 2019 (HK$ thousand) | | :--- | :--- | :--- | | Revenue | 28,136 | 32,599 | | Cost of sales | (24,242) | (24,409) | | Gross profit | 3,894 | 8,190 | | Other income or losses | 22 | 4,321 | | Administrative expenses | (14,323) | (20,935) | | Loss before tax | (10,407) | (8,424) | | Tax | 736 | 1,688 | | Loss for the period | (9,671) | (6,736) | | Basic and diluted loss per share (HK cents) | (1.88) | (1.37) | - Revenue decreased by **14%** to **HK$28,136 thousand**, gross profit decreased by **52.5%** to **HK$3,894 thousand**, and loss for the period expanded to **HK$9,671 thousand** for the six months ended 30 September 2020[4](index=4&type=chunk) [Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=4&type=section&id=Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) The company's total comprehensive loss for the period expanded, primarily due to increased loss for the period and foreign exchange differences from overseas operations Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income (For the six months ended 30 September) | Indicator | 2020 (HK$ thousand) | 2019 (HK$ thousand) | | :--- | :--- | :--- | | Loss for the period | (9,671) | (6,736) | | Exchange differences on translation of overseas operations | (1,954) | (325) | | Fair value gains (losses) on equity instruments at fair value through other comprehensive income | 204 | (2,657) | | Other comprehensive loss for the period, net of income tax | (1,750) | (2,982) | | Total comprehensive loss for the period | (11,421) | (9,718) | - In the first half of 2020, the total comprehensive loss expanded to **HK$11,421 thousand**, mainly due to increased loss for the period and expanded exchange differences on translation of overseas operations[6](index=6&type=chunk) [Condensed Consolidated Statement of Financial Position](index=5&type=section&id=Condensed%20Consolidated%20Statement%20of%20Financial%20Position) The company's total assets and net current assets decreased as of September 30, 2020 Condensed Consolidated Statement of Financial Position (As at 30 September) | Indicator | 2020 (HK$ thousand) | 31 March 2020 (HK$ thousand) | | :--- | :--- | :--- | | **ASSETS** | | | | Total non-current assets | 89,097 | 87,385 | | Total current assets | 72,642 | 84,932 | | Total assets | 161,739 | 172,317 | | **EQUITY** | | | | Total equity | 106,170 | 109,749 | | **LIABILITIES** | | | | Total current liabilities | 36,887 | 43,030 | | Total non-current liabilities | 18,682 | 19,538 | | Total liabilities | 55,569 | 62,568 | | Total equity and liabilities | 161,739 | 172,317 | | Net current assets | 35,755 | 41,902 | - As of 30 September 2020, the company's total assets were **HK$161,739 thousand**, a **6.1% decrease** from 31 March 2020[8](index=8&type=chunk)[10](index=10&type=chunk) - Net current assets were **HK$35,755 thousand**, a **14.7% decrease** from 31 March 2020[8](index=8&type=chunk)[10](index=10&type=chunk) [Condensed Consolidated Statement of Changes in Equity](index=7&type=section&id=Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Equity) The company's total equity decreased due to a significant reduction in share capital and an increase in share premium following a share consolidation and placement Condensed Consolidated Statement of Changes in Equity (For the six months ended 30 September) | Item | 30 September 2020 (HK$ thousand) | 1 April 2020 (HK$ thousand) | | :--- | :--- | :--- | | Share capital | 23,555 | 196,288 | | Share premium | 1,412,265 | 1,233,312 | | Exchange fluctuation reserve | (23,410) | (21,456) | | Share option reserve | 8,963 | 7,341 | | Investment revaluation reserve | (58,997) | (59,201) | | Accumulated losses | (1,256,206) | (1,246,535) | | Total equity | 106,170 | 109,749 | - As of 30 September 2020, the company's total equity was **HK$106,170 thousand**, a **3.26% decrease** from 1 April 2020[12](index=12&type=chunk) - During the period, a share capital reduction and share placement were conducted, leading to a significant decrease in share capital and an increase in share premium[12](index=12&type=chunk) [Condensed Consolidated Statement of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) Net cash outflow from operating activities decreased, investment activities turned into inflow, and financing activities generated cash from share placement, resulting in increased cash and cash equivalents Condensed Consolidated Statement of Cash Flows (For the six months ended 30 September) | Indicator | 2020 (HK$ thousand) | 2019 (HK$ thousand) | | :--- | :--- | :--- | | Net cash outflow from operating activities | (4,280) | (4,637) | | Net cash inflow / (outflow) from investing activities | 1,946 | (3,228) | | Net cash inflow from financing activities | 6,220 | – | | Net increase / (decrease) in cash and cash equivalents | 3,886 | (7,865) | | Cash and cash equivalents at beginning of period | 5,276 | 10,475 | | Cash and cash equivalents at end of period | 9,162 | 2,610 | - In the first half of 2020, net cash outflow from operating activities decreased, investment activities shifted from outflow to inflow, and financing activities generated **HK$6,220 thousand** cash inflow from share placement, leading to an increase in cash and cash equivalents to **HK$9,162 thousand** at period-end[14](index=14&type=chunk) [Notes to the Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed notes on the company's financial statements, covering company information, accounting policies, segment data, and specific financial items [1. Company Information](index=9&type=section&id=1.%20Company%20Information) China National Culture Group Limited is incorporated in the Cayman Islands, primarily operating in Hong Kong with businesses in advertising media, e-commerce, and film production - The company is incorporated in the Cayman Islands, with its principal place of business in Hong Kong[16](index=16&type=chunk) - The Group is principally engaged in providing advertising media services, e-commerce, and film production and distribution businesses[16](index=16&type=chunk) [2. Basis of Preparation](index=9&type=section&id=2.%20Basis%20of%20Preparation) The interim financial statements are prepared in accordance with HKAS 34 and the Listing Rules, measured on a historical cost basis, except for financial instruments at revalued amounts or fair value - The interim financial statements are prepared in accordance with Hong Kong Accounting Standard 34 and Appendix 16 of the Listing Rules of the Stock Exchange[17](index=17&type=chunk) - Except for financial instruments measured at revalued amounts or fair value, the interim financial statements are prepared on a historical cost basis[18](index=18&type=chunk) [3. Significant Accounting Policies](index=10&type=section&id=3.%20Significant%20Accounting%20Policies) The Group has adopted all new and revised Hong Kong Financial Reporting Standards, with no material changes to accounting policies or reported results - The Group has adopted all new and revised Hong Kong Financial Reporting Standards, but these adoptions have not resulted in material changes to accounting policies or reported results[20](index=20&type=chunk) [4. Segment Information](index=10&type=section&id=4.%20Segment%20Information) The Group operates three segments: advertising, film production, and e-commerce, with revenue primarily from advertising and e-commerce, operating mainly in Hong Kong and China - The Group operates three reportable segments: advertising, film production, and e-commerce[21](index=21&type=chunk) Segment Revenue and Results (For the six months ended 30 September) | Segment | 2020 Revenue (HK$ thousand) | 2019 Revenue (HK$ thousand) | 2020 Results (HK$ thousand) | 2019 Results (HK$ thousand) | | :--- | :--- | :--- | :--- | :--- | | Advertising | 20,473 | 25,629 | 3,551 | 8,157 | | Film | – | – | – | – | | E-commerce | 7,663 | 6,970 | 343 | 33 | | Consolidated Total | 28,136 | 32,599 | 3,894 | 8,190 | - Advertising segment revenue decreased from **HK$25,629 thousand** to **HK$20,473 thousand**, while e-commerce segment revenue increased from **HK$6,970 thousand** to **HK$7,663 thousand**[22](index=22&type=chunk)[26](index=26&type=chunk) - The Group primarily operates in Hong Kong and the People's Republic of China, with revenue from China at **HK$26,349 thousand** and Hong Kong at **HK$1,787 thousand** in 2020[25](index=25&type=chunk) - For the six months ended 30 September 2020, revenue from major customer A was **HK$6,346 thousand**, derived from the e-commerce business[28](index=28&type=chunk) [5. Revenue and Other Income or Losses](index=13&type=section&id=5.%20Revenue%20and%20Other%20Income%20or%20Losses) Revenue primarily comprises advertising and e-commerce income, with other income or losses mainly from fair value gains on financial assets and impairment losses on trade receivables Revenue and Other Income or Losses (For the six months ended 30 September) | Item | 2020 (HK$ thousand) | 2019 (HK$ thousand) | | :--- | :--- | :--- | | **REVENUE** | | | | Advertising income | 20,473 | 25,629 | | E-commerce income | 7,663 | 6,970 | | **OTHER INCOME OR LOSSES** | | | | Net realised and unrealised fair value gains / (losses) on financial assets at fair value through profit or loss | 824 | 4,261 | | Impairment loss on trade receivables | (922) | – | | Others | 120 | (42) | | Total | 22 | 4,321 | - Advertising revenue is recognized over time, while e-commerce revenue is recognized at the point in time when goods are delivered to customers[31](index=31&type=chunk)[32](index=32&type=chunk) [6. Loss Before Tax](index=15&type=section&id=6.%20Loss%20Before%20Tax) Loss before tax is mainly influenced by administrative expenses, including share-based payment expenses, depreciation, amortization, and staff costs, with share-based payment expenses significantly decreasing in the first half of 2020 Items Deducted in Arriving at Loss Before Tax (For the six months ended 30 September) | Item | 2020 (HK$ thousand) | 2019 (HK$ thousand) | | :--- | :--- | :--- | | Directors' emoluments | 389 | 387 | | Depreciation and amortisation | 3,492 | 3,609 | | Share-based payment expenses | 1,622 | 8,891 | | Staff costs (excluding directors' emoluments) | 1,360 | 1,028 | - Share-based payment expenses significantly decreased from **HK$8,891 thousand** in 2019 to **HK$1,622 thousand** in 2020[35](index=35&type=chunk) [7. Tax](index=15&type=section&id=7.%20Tax) The Group's tax primarily includes Hong Kong profits tax and deferred tax, with Hong Kong profits tax calculated at 16.5% Tax (For the six months ended 30 September) | Item | 2020 (HK$ thousand) | 2019 (HK$ thousand) | | :--- | :--- | :--- | | Current tax (Hong Kong) | 120 | (796) | | Deferred tax (current period) | (856) | (892) | | Total | (736) | (1,688) | - Hong Kong profits tax is calculated at **16.5%** of the estimated assessable profits[35](index=35&type=chunk) [8. Dividends](index=16&type=section&id=8.%20Dividends) The Board of Directors does not recommend the payment of an interim dividend for the six months ended 30 September 2020 - No dividends were paid, declared, or proposed for the six months ended 30 September 2020[36](index=36&type=chunk) [9. Loss Per Share](index=16&type=section&id=9.%20Loss%20Per%20Share) Basic and diluted loss per share expanded to 1.88 HK cents, with the weighted average number of shares adjusted for a share consolidation during the period Loss Per Share Calculation (For the six months ended 30 September) | Indicator | 2020 | 2019 | | :--- | :--- | :--- | | Loss for the period attributable to owners of the company (HK$ thousand) | (9,671) | (6,736) | | Weighted average number of shares of the company (thousand shares) | 513,369 | 490,721 | | Basic and diluted loss per share (HK cents) | (1.88) | (1.37) | - A share consolidation, merging every twenty shares into one, was implemented during the period, and the weighted average number of shares has been adjusted accordingly[38](index=38&type=chunk) [10. Movements in Property, Plant and Equipment](index=16&type=section&id=10.%20Movements%20in%20Property%2C%20Plant%20and%20Equipment) The Group did not acquire any property, plant, and equipment for the six months ended 30 September 2020 - The Group did not acquire any property, plant, and equipment for the six months ended 30 September 2020 and 2019[39](index=39&type=chunk) [11. Equity Instruments at Fair Value Through Other Comprehensive Income](index=17&type=section&id=11.%20Equity%20Instruments%20at%20Fair%20Value%20Through%20Other%20Comprehensive%20Income) The Group holds equity securities listed in Hong Kong, primarily an investment in Rykadan Group Limited, with a fair value gain of HK$204 thousand at period-end Equity Instruments at Fair Value Through Other Comprehensive Income (As at 30 September) | Item | 2020 (HK$ thousand) | 31 March 2020 (HK$ thousand) | | :--- | :--- | :--- | | Listed equity securities in Hong Kong | 3,614 | 3,410 | - Key investments include Rykadan Group Limited (stock code: 1327.HK), with a fair value gain of **HK$171 thousand** at period-end[41](index=41&type=chunk) - Fair value losses recognized in other comprehensive income and accumulated in the investment revaluation reserve amounted to approximately **HK$58,997 thousand**[42](index=42&type=chunk) [12. Financial Assets at Fair Value Through Profit or Loss](index=18&type=section&id=12.%20Financial%20Assets%20at%20Fair%20Value%20Through%20Profit%20or%20Loss) The Group's financial assets at fair value through profit or loss primarily consist of Hong Kong-listed equity securities, with a fair value of HK$12,484 thousand at period-end, including a fair value loss from China Properties Investment Holdings Limited Financial Assets at Fair Value Through Profit or Loss (As at 30 September) | Item | 2020 (HK$ thousand) | 31 March 2020 (HK$ thousand) | | :--- | :--- | :--- | | Listed equity securities in Hong Kong | 12,484 | 13,604 | - Key investments include China Properties Investment Holdings Limited (stock code: 736.HK), which recorded a fair value loss of **HK$442 thousand**[44](index=44&type=chunk) - The Group will continue to maintain a diversified investment portfolio and closely monitor its investment performance and market trends[45](index=45&type=chunk) [13. Trade Receivables](index=19&type=section&id=13.%20Trade%20Receivables) As of 30 September 2020, total trade receivables were HK$48,108 thousand, with impairment losses of HK$3,316 thousand, resulting in a net amount of HK$44,792 thousand, and the Group generally grants advertising customers a 180-day credit period Ageing Analysis of Trade Receivables (As at 30 September) | Ageing | 2020 (HK$ thousand) | 31 March 2020 (HK$ thousand) | | :--- | :--- | :--- | | Within 30 days | 4,517 | 3,664 | | 31 to 60 days | 3,013 | 2,927 | | 61 to 90 days | 4,215 | 4,403 | | 91 to 365 days | 24,464 | 38,885 | | Over 365 days | 11,899 | 12,015 | | Total | 48,108 | 61,894 | | Less: Impairment loss on trade receivables | (3,316) | (2,394) | | Net amount | 44,792 | 59,500 | - Total trade receivables decreased from **HK$61,894 thousand** as of 31 March 2020 to **HK$48,108 thousand** as of 30 September 2020[48](index=48&type=chunk) - The Group generally grants advertising customers a credit period of **180 days**[48](index=48&type=chunk) [14. Trade Payables](index=19&type=section&id=14.%20Trade%20Payables) As of 30 September 2020, total trade payables were HK$17,792 thousand, a decrease from 31 March 2020 Ageing Analysis of Trade Payables (As at 30 September) | Ageing | 2020 (HK$ thousand) | 31 March 2020 (HK$ thousand) | | :--- | :--- | :--- | | 0 to 30 days | 1,693 | 1,799 | | 31 to 60 days | 1,343 | 1,681 | | 61 to 365 days | 11,775 | 17,337 | | Over 365 days | 2,981 | 2,125 | | Total | 17,792 | 22,942 | - Total trade payables decreased from **HK$22,942 thousand** as of 31 March 2020 to **HK$17,792 thousand** as of 30 September 2020[49](index=49&type=chunk) [15. Share Capital](index=20&type=section&id=15.%20Share%20Capital) During the period, the company underwent share consolidation and capital reduction, altering the par value and number of issued shares, and subsequently increased issued shares through a share placement Movements in Share Capital (As at 30 September) | Item | Number of Shares (thousand shares) | Share Par Value (HK$ thousand) | | :--- | :--- | :--- | | Issued and fully paid share capital at 1 April 2020 | 9,814,410 | 196,288 | | Share consolidation | (9,323,689) | – | | Capital reduction | – | (176,659) | | Share placement | 98,144 | 3,926 | | Issued and fully paid share capital at 30 September 2020 | 588,865 | 23,555 | - On 28 July 2020, the par value of each ordinary share was reduced from **HK$0.40** to **HK$0.04**[54](index=54&type=chunk) - On 19 August 2020, **98,144,100 placement shares** were successfully placed[54](index=54&type=chunk) [16. Non-Voting Convertible Preference Shares](index=20&type=section&id=16.%20Non-Voting%20Convertible%20Preference%20Shares) The par value of the authorized non-voting convertible preference shares was adjusted due to share consolidation and capital reduction, but the number of issued and fully paid preference shares remained zero Movements in Non-Voting Convertible Preference Shares (As at 30 September) | Item | Number of Shares (thousand shares) | Share Par Value (HK$ thousand) | | :--- | :--- | :--- | | Authorized preference shares at 1 April 2020 | 7,000,000 | 490,000 | | Share consolidation | (6,650,000) | – | | Capital reduction | 3,150,000 | – | | Authorized preference shares at 30 September 2020 | 3,500,000 | 490,000 | | Issued and fully paid preference shares at 30 September 2020 | – | – | - The par value of each non-voting convertible preference share was reduced from **HK$1.40** to **HK$0.14**[54](index=54&type=chunk) [17. Deferred Tax Liabilities](index=21&type=section&id=17.%20Deferred%20Tax%20Liabilities) As of 30 September 2020, deferred tax liabilities were HK$18,682 thousand, a decrease from the beginning of the period, mainly due to adjustments recognized in profit or loss Deferred Tax Liabilities (As at 30 September) | Item | Amount (HK$ thousand) | | :--- | :--- | | At 1 April 2020 | (19,538) | | Credited to profit or loss | 856 | | At 30 September 2020 | (18,682) | [18. Share Option Scheme](index=22&type=section&id=18.%20Share%20Option%20Scheme) The company adopted a share option scheme in 2014, with 49,070,000 share options granted and 49,072,000 lapsed during the period, but no options were exercised or cancelled - The company adopted a share option scheme on **29 August 2014**, with a validity period of ten years[55](index=55&type=chunk) - For the six months ended 30 September 2020, **49,070,000 share options** were granted and **49,072,000 share options** lapsed, but no share options were exercised or cancelled[58](index=58&type=chunk) - Executive Directors Ms. Sun Wei and Ms. Man Qiaozhen, Independent Non-executive Directors Ms. Wang Miaojun and Ms. Wang Yujie, and other eligible employees and consultants hold share options[57](index=57&type=chunk) [19. Related Party Transactions](index=23&type=section&id=19.%20Related%20Party%20Transactions) The Group has related party transactions with key management personnel, primarily involving short-term employee benefits and share-based payment expenses Related Party Transactions with Key Management Personnel (For the six months ended 30 September) | Item | 2020 (HK$ thousand) | 2019 (HK$ thousand) | | :--- | :--- | :--- | | Short-term employee benefits | 210 | 210 | | Share-based payment expenses | – | 1,778 | | Total | 210 | 1,988 | - Remuneration for key management personnel is determined by the Remuneration Committee with reference to individual performance and market trends[59](index=59&type=chunk) [Management Discussion and Analysis](index=24&type=section&id=Management%20Discussion%20and%20Analysis) This section provides an overview of the company's operational and financial performance, including business segments, financial position, capital structure, and future outlook [Interim Dividends](index=24&type=section&id=Interim%20Dividends) The Board of Directors does not recommend the payment of an interim dividend for the current interim period - The Board of Directors does not recommend the payment of an interim dividend for the current interim period[61](index=61&type=chunk) [Business Review](index=24&type=section&id=Business%20Review) The Group's revenue decreased by 14% due to the COVID-19 pandemic and economic downturn, leading to a reduced gross profit margin and an expanded loss for the period - Revenue was approximately **HK$28,136 thousand**, a **14% decrease** year-on-year, mainly due to the COVID-19 pandemic and economic downturn in Hong Kong and globally[62](index=62&type=chunk) - Gross profit decreased to approximately **HK$3,894 thousand**, with the gross profit margin decreasing from **25.1%** to **13.8%**, primarily due to a decrease in the advertising segment's gross profit margin[62](index=62&type=chunk) - Administrative expenses decreased to approximately **HK$14,323 thousand**, mainly due to a reduction in share-based payment expenses[62](index=62&type=chunk) - Loss attributable to owners of the company was approximately **HK$9,671 thousand**, with a loss per share of **1.88 HK cents**[62](index=62&type=chunk) [Advertising Business](index=24&type=section&id=Advertising%20Business) The company's wholly-owned subsidiary is dedicated to building a mobile platform for the catering industry, actively developing mobile internet business, and adopting O2O marketing models to enhance restaurant efficiency - The company's wholly-owned subsidiary is committed to building a mobile platform for the catering industry, actively developing mobile internet business, and closely following the O2O marketing model[63](index=63&type=chunk) - The platform has launched interactive features such as online ordering and online table reservations, and mobile payment services have been piloted at some merchants[63](index=63&type=chunk) [E-commerce Business](index=25&type=section&id=E-commerce%20Business) The company's wholly-owned subsidiary is actively expanding its e-commerce business, driven by the booming e-commerce in China and continuous channel expansion, leading to increased sales revenue and anticipated new revenue streams - The company's wholly-owned subsidiary is actively expanding its e-commerce business, driven by the booming e-commerce in China and the Group's continuous expansion of e-commerce channels, leading to increased sales revenue[65](index=65&type=chunk) - The Group believes that the rising trend of e-commerce will help open up new revenue streams[65](index=65&type=chunk) [Financial Review](index=25&type=section&id=Financial%20Review) As of 30 September 2020, the Group's cash and bank balances increased to HK$9,162 thousand, with total current assets of HK$72,642 thousand and total current liabilities of HK$36,887 thousand, maintaining a zero gearing ratio with no bank borrowings - As of 30 September 2020, the Group's total cash and bank balances were approximately **HK$9,162 thousand** (31 March 2020: HK$5,276 thousand)[66](index=66&type=chunk) - Total current assets were approximately **HK$72,642 thousand**, and total current liabilities were approximately **HK$36,887 thousand**[66](index=66&type=chunk) - The Group had no bank borrowings, and its gearing ratio remained **zero**[66](index=66&type=chunk) [Capital Structure](index=25&type=section&id=Capital%20Structure) As of 30 September 2020, the authorized share capital was HK$1,490,000,000.00, with 588,864,600 issued shares at a par value of HK$0.04 each, and net proceeds from the share placement during the period remained unutilized - As of 30 September 2020, the authorized share capital was **HK$1,490,000,000.00**, divided into **25,000,000,000 shares** of **HK$0.04** each and **3,500,000,000 non-voting convertible preference shares** of **HK$0.14** each[67](index=67&type=chunk) - The number of issued shares was **588,864,600 shares**, with a par value of **HK$0.04** each[68](index=68&type=chunk) - The net proceeds from the share placement completed during the period remained unutilized and were deposited in the Group's bank accounts[68](index=68&type=chunk) [Financial Policies](index=25&type=section&id=Financial%20Policies) The Group's cash and bank deposits are primarily denominated in HKD or RMB, with core business transactions mainly in HKD, and management considers foreign currency risk not significant, thus not using derivative instruments for hedging - The Group's cash and bank deposits are primarily denominated in **HKD** or **RMB**, and core business transactions are mainly conducted in **HKD**[69](index=69&type=chunk) - The Group considers its foreign currency risk not significant and therefore does not use any derivative instruments to hedge its foreign exchange risk[69](index=69&type=chunk) [Pledged Assets, Capital Commitments and Contingent Liabilities](index=26&type=section&id=Pledged%20Assets%2C%20Capital%20Commitments%20and%20Contingent%20Liabilities) As of 30 September 2020, the Group had no pledged assets, material capital commitments, or material contingent liabilities - As of 30 September 2020, the Group had no pledged assets[71](index=71&type=chunk) - As of 30 September 2020, the Group had no material capital commitments[72](index=72&type=chunk) - As of 30 September 2020, the Group had no material contingent liabilities[73](index=73&type=chunk) [Material Investments Held, Material Acquisitions and Disposals of Subsidiaries and Future Plans for Material Investments or Capital Assets](index=26&type=section&id=Material%20Investments%20Held%2C%20Material%20Acquisitions%20and%20Disposals%20of%20Subsidiaries%20and%20Future%20Plans%20for%20Material%20Investments%20or%20Capital%20Assets) Except as disclosed in this interim report, the Group had no other material investments, significant acquisitions or disposals of subsidiaries during the period, and the Board has not approved any other future plans for material investments or capital asset purchases - Except as disclosed in this interim report, the Group held no other material investments and made no material acquisitions or disposals of subsidiaries during the interim period[73](index=73&type=chunk) - The Board has not approved any other plans for material investments or purchases of capital assets[73](index=73&type=chunk) [No Material Changes](index=26&type=section&id=No%20Material%20Changes) There were no material changes affecting the company's performance requiring disclosure under the Listing Rules from 1 April 2020 to 30 September 2020 - From 1 April 2020 to 30 September 2020, there were no material changes affecting the company's performance that required disclosure under paragraphs 32 and 40(2) of Appendix 16 to the Listing Rules[74](index=74&type=chunk) [Share Options](index=26&type=section&id=Share%20Options) The company's share option scheme's authorized limit was updated, with 49,070,000 options granted and 49,072,000 lapsed during the period, but none were exercised or cancelled - The authorized limit of the company's share option scheme was updated at the Annual General Meeting on **29 September 2020**[75](index=75&type=chunk) - For the six months ended 30 September 2020, **49,070,000 share options** were granted and **49,072,000 share options** lapsed under the share option scheme, but no share options were exercised or cancelled[75](index=75&type=chunk) [Other Information](index=27&type=section&id=Other%20Information) This section covers additional details including employee information, future prospects, directors' and major shareholders' interests, and corporate governance practices [Employee Information](index=27&type=section&id=Employee%20Information) As of 30 September 2020, the Group had 27 full-time employees, with remuneration aligned with market levels and benefits including medical, retirement, and share option schemes - As of 30 September 2020, the Group had **27 full-time employees**, all employed in Hong Kong and China[77](index=77&type=chunk) - Employee remuneration is in line with market levels, and benefits include medical, retirement benefits, and a share option scheme[77](index=77&type=chunk) [Prospects](index=27&type=section&id=Prospects) The Group actively seeks new business opportunities to expand revenue, diversify operations, and enhance long-term growth potential, with future plans including developing existing businesses, expanding through acquisitions, investing in film production, and entering new industries like education - The Group actively seeks new business opportunities to expand revenue sources, diversify businesses, and enhance long-term growth potential and shareholder value[78](index=78&type=chunk) - Future plans include continuous development of advertising, e-commerce, and film production related businesses; expansion of advertising and e-commerce related businesses through acquisitions and/or collaborations; strategic investments in regional and overseas film production; and expansion of the Group's business into other industries, including but not limited to education business[80](index=80&type=chunk) [Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares and Debentures of the Company or any Associated Corporation](index=28&type=section&id=Directors'%20and%20Chief%20Executive's%20Interests%20and%20Short%20Positions%20in%20Shares%2C%20Underlying%20Shares%20and%20Debentures%20of%20the%20Company%20or%20any%20Associated%20Corporation) As of 30 September 2020, several directors held share options in the company, constituting beneficial ownership interests, with no other disclosable interests or short positions Directors' Long Positions in Shares of the Company (As at 30 September) | Director's Name | Capacity and Nature of Interest | Number of Shares Held (Long Position) | Approximate Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Sun Wei | Beneficial owner | 4,907,000 | 0.83% | | Man Qiaozhen | Beneficial owner | 4,907,000 | 0.83% | | Wang Miaojun | Beneficial owner | 4,907,000 | 0.83% | | Wang Yujie | Beneficial owner | 4,907,000 | 0.83% | - Ms. Sun Wei and Ms. Man Qiaozhen were granted share options on **21 August 2019** with an exercise price of **HK$0.40**; Ms. Wang Miaojun and Ms. Wang Yujie were granted share options on **18 August 2020** with an exercise price of **HK$0.076**[82](index=82&type=chunk) [Directors' Right to Acquire Shares](index=29&type=section&id=Directors'%20Right%20to%20Acquire%20Shares) During the interim period, neither the company nor its subsidiaries entered into any arrangements enabling directors or their spouses or minor children to acquire benefits through purchasing shares of the company or any other body corporate - During the interim period, neither the company nor any of its subsidiaries entered into any arrangements enabling any director or their respective spouses or minor children to acquire benefits through purchasing shares of the company or any other body corporate[84](index=84&type=chunk) [Substantial Shareholders' and Other Persons' Interests and Short Positions in Shares and Underlying Shares](index=29&type=section&id=Substantial%20Shareholders'%20and%20Other%20Persons'%20Interests%20and%20Short%20Positions%20in%20Shares%20and%20Underlying%20Shares) As of 30 September 2020, no persons other than directors held interests or short positions in shares or underlying shares requiring disclosure under the Securities and Futures Ordinance - As of 30 September 2020, no persons held interests or short positions in shares or underlying shares requiring disclosure under Divisions 2 and 3 of Part XV of the Securities and Futures Ordinance[85](index=85&type=chunk) [Directors' Interests in Competing Business](index=29&type=section&id=Directors'%20Interests%20in%20Competing%20Business) No director was engaged in any business directly or indirectly competing or likely to compete with the Group's business for the six months ended 30 September 2020 - No director was engaged in any business directly or indirectly competing or likely to compete with the Group's business for the six months ended 30 September 2020[86](index=86&type=chunk) [Purchase, Sale or Redemption of Securities](index=29&type=section&id=Purchase%2C%20Sale%20or%20Redemption%20of%20Securities) During the interim period, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities - During the interim period, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities[87](index=87&type=chunk) [Model Code for Securities Transactions by Directors](index=29&type=section&id=Model%20Code%20for%20Securities%20Transactions%20by%20Directors) The Group has adopted the Model Code for Securities Transactions by Directors as set out in Appendix 10 of the Listing Rules, and all directors confirmed full compliance - The Group has adopted the Model Code for Securities Transactions by Directors as set out in Appendix 10 of the Listing Rules, and all directors confirmed full compliance during the interim period[88](index=88&type=chunk) [Corporate Governance Code](index=30&type=section&id=Corporate%20Governance%20Code) The Group has adopted and complied with the Corporate Governance Code, but deviations exist regarding the non-separation of Chairman and CEO roles, non-appointment of non-executive directors for specific terms, and some independent non-executive directors' inability to attend general meetings - The Group has adopted and complied with all code provisions of the Corporate Governance Code as set out in Appendix 14 of the Listing Rules, but deviations exist[90](index=90&type=chunk) - Deviations include the non-separation of the roles of Chairman and Chief Executive Officer, non-appointment of non-executive directors for specific terms, and the inability of some independent non-executive directors to attend general meetings[90](index=90&type=chunk) [Changes in Directors' Information Since the Date of the Annual Report](index=30&type=section&id=Changes%20in%20Directors'%20Information%20Since%20the%20Date%20of%20the%20Annual%20Report) There were no changes in directors' information requiring disclosure under Listing Rule 13.51B since 30 July 2020 (the date of publication of the annual report) - Since 30 July 2020 (the date of publication of the annual report), there have been no changes in directors' information requiring disclosure under Listing Rule 13.51B[92](index=92&type=chunk) [Audit Committee](index=31&type=section&id=Audit%20Committee) The Audit Committee, composed of three independent non-executive directors, is responsible for reviewing financial reporting processes, internal controls, and risk management systems, and recommending interim financial statements for Board approval - The Audit Committee is composed of **three independent non-executive directors**, with Mr. Liu Kwong Sang as Chairman[94](index=94&type=chunk) - Its primary responsibilities include independently reviewing financial reporting processes, internal control and risk management systems, and recommending interim financial statements for Board approval[94](index=94&type=chunk) [Post Balance Sheet Events](index=31&type=section&id=Post%20Balance%20Sheet%20Events) Mr. Shi Junfeng was appointed CEO of the company and its subsidiaries on 28 October 2020; otherwise, no other material events occurred after the reporting period - On **28 October 2020**, Mr. Shi Junfeng was appointed Chief Executive Officer of the company and its subsidiaries[95](index=95&type=chunk) - Other than this, no other material events affecting the company and any of its subsidiaries requiring disclosure in this interim report occurred after the reporting period ended 30 September 2020[95](index=95&type=chunk) [Acknowledgement](index=31&type=section&id=Acknowledgement) The Board of Directors extends its gratitude to shareholders, management, and staff for their efforts and support - The Board of Directors extends its gratitude to shareholders, management, and staff for their efforts and support[96](index=96&type=chunk)

2020 年報 目錄 | 2 | 公司資料 | | --- | --- | | 3 | 董事報告 | | 4 | 管理層討論及分析 | | 8 | 董事會報告 | | 18 | 企業管治報告 | | 27 | 董事履歷 | | 29 | 環境、社會及管治報告 | | 38 | 獨立核數師報告 | | 43 | 綜合損益表 | | 44 | 綜合損益及其他全面收入表 | | 45 | 綜合財務狀況表 | | 47 | 綜合權益變動表 | | 48 | 綜合現金流量表 | | 49 | 綜合財務報表附註 | | 124 | 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 薪酬委員會 廖廣生先生（ 主席） 孫薇女士 王妙君女士 王玉潔女士 提名委員會 王妙君女士（ 主席） 孫薇女士 廖廣生先生 王玉潔女士 公司秘書 梁祖詒先生 助理公司秘書 Conyers Trust Company (Cayman) Limited 核數師 開元信德會計師事務所有 ...

2019 中期報告 目錄 2 簡明綜合損益表 3 簡明綜合損益及其他全面收入表 4 簡明綜合財務狀況表 1 中國國家文化產業集團有限公司 6 簡明綜合權益變動表 7 簡明綜合現金流量表 8 簡明綜合財務報表附註 20 管理層討論及分析 24 其他資料 簡明綜合損益表 截至二零一九年九月三十日止六個月 | | | 截至九月三十日止六個月 | | | --- | --- | --- | --- | | | | 二零一九年 | 二零一八年 | | | 附註 | 千港元 | 千港元 | | | | （未經審核） | （未經審核） | | 營業額 | 5 | 32,599 | 36,392 | | 銷售成本 | | (24,409) | (25,805) | | 毛利 | | 8,190 | 10,587 | | 其他收益或虧損 | 5 | 4,321 | (13,372) | | 行政開支 | | (20,935) | (11,391) | | 除稅前虧損 | 6 | (8,424) | (14,176) | | 稅項 | 7 | 1,688 | 351 | | 期內虧損 | | (6,736) | (13,825) ...

2019 年報 目錄 | 2 | 公司資料 | | --- | --- | | 3 | 董事報告 | | 4 | 管理層討論及分析 | | 7 | 董事會報告 | | 16 | 企業管治報告 | | 25 | 董事履歷 | | 27 | 獨立核數師報告 | | 32 | 綜合損益表 | | 33 | 綜合損益及其他全面收入表 | | 34 | 綜合財務狀況表 | | 36 | 綜合權益變動表 | | 37 | 綜合現金流量表 | | 38 | 綜合財務報表附註 | | 104 | 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 薪酬委員會 廖廣生先生（ 主席） 孫薇女士 王妙君女士 王玉潔女士 提名委員會 王妙君女士（ 主席） 孫薇女士 廖廣生先生 王玉潔女士 公司秘書 李永森先生 助理公司秘書 Conyers Trust Company (Cayman) Limited 核數師 開元信德會計師事務所有限公司 註冊辦事處 Cricket Sq ...