SHAW BROTHERS HOLDINGS LIMITED 邵氏兄弟控股有限公司 族開曼群島註冊成立之有限公司 HERS BROTT 2022 期 告 日 報 股票代號 00953 PRINTED WITH SOY INK 目錄 | --- | --- | |------------------------------|-------| | 公司資料 | 2 | | 業務及財務摘要 | 3 | | 管理層討論與分析 | 4 | | 其他資料 | 7 | | 簡明綜合財務報表之審閱報告 | 10 | | 簡明綜合損益表 | 11 | | 簡明綜合損益及其他全面收入表 | 12 | | 簡明綜合財務狀況表 | 13 | | 簡明綜合權益變動表 | 14 | | 簡明綜合現金流量表 | 15 | | 簡明綜合財務報表附註 | 16 | 1 邵氏兄弟控股有限公司 | 中期報告 二零二二年 公司資料 | --- | --- | |-----------------------------------|----------------------------------------------------------- ...

SHAW BROTHERS HOLDINGS LIMITED 邵氏兄弟控股有限公司 (於開曼群島註冊成立之有限公司) 股份代號：00953 年報 2021 | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | |-------|-------|-------|-------|-------|-------|----------|-------|-------|-------|--------| | | | | | | | | | | | | | | | | | | | | | | | | | 00953 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ...

| --- | --- | --- | --- | --- | --- | --- | --- | --- | |-------|------------------------------|-------|-------|-------|-------|-------|-------|-------| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 於開曼群島註冊成立之有限公司 | | | | | | | | | | 股份代號： 00953 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 中期報告 2021 | | | | | | | | | ...

Financial Performance - The company's profit attributable to owners decreased from RMB 17,891,000 in 2019 to RMB 2,263,000 in 2020, a decline of approximately 87% due to reduced revenue impacted by COVID-19[24]. - Total revenue fell from RMB 302,227,000 in 2019 to RMB 114,373,000 in 2020, representing a decrease of 62%[32]. - Revenue from film, series, and non-series production dropped from RMB 262,851,000 in 2019 to RMB 84,530,000 in 2020, a decline of 68%[32]. - The artist and event management segment's revenue decreased from RMB 34,717,000 in 2019 to RMB 28,680,000 in 2020, a reduction of 17%[32]. - Profit attributable to owners dropped by 87% to RMB 2,263,000 in 2020, compared to RMB 17,000,000 in 2019[38]. - The company's revenue decreased by 62% from RMB 302,227,000 in 2019 to RMB 114,373,000 in 2020[38]. - Revenue from films, series, and non-series was RMB 84,530,000 in 2020, down from RMB 262,851,000 in 2019, reflecting a significant decline in film release income[39]. - The number of managed artists decreased revenue from RMB 34,717,000 in 2019 to RMB 28,680,000 in 2020, a reduction of approximately 17%[35]. Operational Changes - The artist and event management division faced significant disruptions due to COVID-19, leading to a suspension or postponement of many activities[25]. - The anticipated film "夺冠" generated over RMB 800 million in box office revenue during the National Day holiday in 2020[25]. - The company continues to focus on producing high-quality films and television content, with projects like "飞虎之壮志英雄" in post-production[28]. - The management team aims to identify business opportunities in film, series, and artist management sectors in Hong Kong and mainland China[28]. - The company plans to enhance its competitive advantage by coordinating across business segments and collaborating with external partners[28]. Financial Management - Sales costs decreased by 62% to RMB 72,259,000 in 2020, down from RMB 189,064,000 in 2019[40]. - Other income increased to RMB 12,349,000 in 2020 from RMB 3,198,000 in 2019, mainly due to bank interest income and one-time subsidies[40]. - The company repaid all bank borrowings, which were RMB 13,424,000 as of December 31, 2019[45]. - Cash and short-term bank deposits totaled RMB 293,029,000 as of December 31, 2020, down from RMB 328,836,000 in 2019[46]. - The company's equity attributable to owners decreased by 5.2% to RMB 413,591,000 as of December 31, 2020[48]. - The board did not recommend the distribution of a final dividend for the year[51]. - The group has repaid all bank borrowings during the year, resulting in a debt ratio of 0% as of December 31, 2020, compared to 2.25% on December 31, 2019[55]. Governance and Compliance - The board consists of six members, including one executive director, two non-executive directors, and three independent non-executive directors[65]. - The company has adopted a board diversity policy to ensure a balanced skill set and diverse perspectives among board members[77]. - All directors received comprehensive training upon their appointment to understand the company's operations and their responsibilities under listing rules[79]. - The company has arranged appropriate insurance for potential legal claims against its directors and senior officers[80]. - The board held five meetings during the year, approving the full-year results for 2019 and the interim results for 2020[86]. - The audit committee conducted two meetings, reviewing the group's full-year results for 2019 and the risk management and internal control systems[95]. - The remuneration committee held one meeting to review the remuneration policies for directors and senior management[98]. - The executive committee held five meetings, discussing the group's quarterly, interim, and annual financial and operational performance[94]. - Independent non-executive directors constitute a majority on the board, ensuring compliance with listing rules[85]. - The board is responsible for overseeing the company's business management and ensuring alignment with shareholder interests[83]. - The company has adopted internal guidelines requiring board approval for major operational projects and investments[83]. - The audit committee confirmed that the annual results announcement and report comply with applicable standards and regulations[95]. - The company has established specific committees, including the executive, audit, remuneration, and nomination committees, to enhance governance[91]. - The board's governance policies and practices are reviewed regularly to ensure compliance with corporate governance codes[84]. Environmental, Social, and Governance (ESG) Initiatives - The ESG report covers the period from January 1, 2020, to December 31, 2020, detailing the company's efforts in sustainable development and corporate citizenship[146]. - The report focuses on key performance indicators related to environmental and social aspects of film, television, and artist management operations, particularly from the main office in Tseung Kwan O and its subsidiary in Kwun Tong[147]. - The company has identified seven key ESG-related issues for discussion in the report, based on stakeholder feedback and third-party assessments[158]. - The company has not reported any air or water pollutants due to the absence of vehicles or fixed emission sources, with greenhouse gas emissions primarily arising from daily operational activities[162]. - The board has delegated the audit committee to oversee ESG-related matters and ensure compliance with legal and regulatory requirements[152]. - A third-party professional consulting firm was engaged to assist in managing ESG matters, including data collection and analysis, and to provide recommendations on ESG performance[152]. - Stakeholder engagement is deemed crucial for long-term development, with diverse communication methods employed to gather feedback and improve sustainability strategies[153]. - The company emphasizes the importance of compliance operations, enhancing corporate value, and maintaining transparency in communications with stakeholders[154]. - The report adheres to the ESG reporting guidelines set forth by the Hong Kong Stock Exchange, ensuring consistency in reporting methods across different years[148]. - The company aims to strengthen internal management and increase stakeholder participation in future ESG initiatives[158]. Employee and Community Engagement - The company emphasizes the importance of employee rights and adheres to all labor laws in Hong Kong, ensuring fair treatment in recruitment[178]. - The employee distribution shows that 66% are aged between 30-50 years, while 5% are under 30 years old[180]. - The company emphasizes competitive compensation and benefits to enhance employee satisfaction and morale, ensuring compliance with minimum wage regulations and providing additional welfare beyond legal requirements[183]. - The company has not reported any work-related fatalities in the past three years, with zero workdays lost due to injuries this year, highlighting its commitment to employee health and safety[185]. - The company actively encourages employee participation in community service and charitable activities, including fundraising for youth development programs and providing masks during the pandemic[190]. - The company has implemented measures to reduce emissions and manage waste, with specific strategies outlined in their environmental report[193]. - The company has not received any complaints regarding service quality this year, indicating effective management and customer satisfaction[187]. - The company prioritizes internal promotions before external hiring to ensure employee development and career progression[184]. - The company provides comprehensive medical insurance for employees, ensuring additional protection in case of illness or injury[185]. - The company has established internal communication platforms to enhance interaction between employees and management, fostering a harmonious work environment[183]. Risk Management - The company has implemented a risk management system to identify, assess, and manage risks associated with its business operations[106]. - No significant risks were identified in the risk assessment conducted for the year[109]. - The internal control system aims to ensure operational effectiveness, reliability of financial reporting, and compliance with applicable laws[111]. Customer and Product Responsibility - The report discusses product responsibility, including the percentage of products recalled for safety and health reasons, and the number of complaints received regarding products and services[199]. - The company is committed to protecting customer data and privacy, implementing encryption and legal measures to prevent data breaches[188].

Revenue Performance - The company's interim revenue decreased by 34% from RMB 36,367,000 to RMB 24,096,000[20] - Revenue from film, series, and non-series production dropped from RMB 15,215,000 to RMB 12,449,000, a decrease of 18%[27] - Revenue from artist and event management fell from RMB 18,158,000 to RMB 11,368,000, a decline of 37%[27] - Revenue for the six months ended June 30, 2020, was RMB 24,096 thousand, a decrease of 33.9% from RMB 36,367 thousand in the same period of 2019[69] - Total revenue for the six months ended June 30, 2020, was RMB 24,096,000, a decrease of 34% from RMB 36,367,000 in 2019[111] - Revenue from film, television, and non-dramatic productions increased to RMB 12,449,000, up 98% from RMB 6,289,000 in the previous year[111] - Artist management service revenue decreased by 37% to RMB 10,804,000 from RMB 17,186,000 in the prior year[111] Financial Losses - The company reported a loss attributable to shareholders of RMB 8,749,000, compared to a profit of RMB 1,450,000 in the same period last year[24] - The earnings per share for the period was a loss of RMB 0.62, compared to a profit of RMB 0.10 in the previous year[24] - The company reported a loss before tax of RMB (9,955) thousand compared to a profit of RMB 2,127 thousand in the previous year[69] - The net loss attributable to the owners of the company for the period was RMB (10,097) thousand, compared to a profit of RMB 1,271 thousand in 2019[69] - The group incurred a loss attributable to owners of the company of RMB (8,749,000) for the six months ended June 30, 2020, compared to a profit of RMB 1,450,000 in 2019[127] Expenses and Costs - Sales costs decreased by 36% to RMB 12,501,000, down from RMB 19,484,000[27] - Administrative expenses increased by 25% to RMB 18,531,000, primarily due to foreign exchange losses[29] - The total employee costs for the six months ended June 30, 2020, were RMB 10,159,000, an increase of 3.4% from RMB 9,827,000 in 2019[126] - The financing costs for the six months ended June 30, 2020, were RMB 333,000, a decrease of 27.6% from RMB 460,000 in 2019[121] - The income tax expense for the six months ended June 30, 2020, was RMB 142,000, down 83.4% from RMB 856,000 in 2019[122] Assets and Liabilities - Total assets as of June 30, 2020, were RMB 635,744 thousand, an increase from RMB 595,022 thousand as of December 31, 2019[76] - Current liabilities decreased to RMB 209,614 thousand from RMB 166,482 thousand at the end of 2019[76] - Trade receivables decreased from RMB 146,769,000 to RMB 89,800,000 due to ticket revenue collection during the period[29] - The total trade and other receivables as of June 30, 2020, were RMB 107,735,000, a decrease of 34% from RMB 163,339,000 as of December 31, 2019[131] - Trade payables decreased to RMB 43,058,000 as of June 30, 2020, from RMB 69,118,000 as of December 31, 2019, a decline of 37.7%[140] Cash Flow - Cash and short-term bank deposits rose from RMB 328,836,000 as of December 31, 2019, to RMB 381,106,000 as of June 30, 2020[31] - The net cash generated from operating activities for the six months ended June 30, 2020, was RMB 48,247,000, a decrease of 58% compared to RMB 115,831,000 for the same period in 2019[98] - The net cash generated from investing activities was RMB 1,676,000, down from RMB 5,858,000 in the previous year, reflecting a decline of approximately 71%[98] - Financing activities resulted in a net cash outflow of RMB 562,000, compared to a net inflow of RMB 3,719,000 in the same period last year[98] Shareholder Information - The total number of issued shares remained at 1,419,610,000 as of June 30, 2020[35] - Brilliant Spark, Gold Pioneer, and other entities each hold 425,000,000 shares, representing 29.94% ownership[52] - Mr. Xie Qingyu holds 88,052,000 shares, which is 6.20% of the total[52] - The company has not issued, exercised, canceled, or expired any share options during the period[58] - The company has a share option plan that allows for the issuance of options up to 10% of the total issued shares as of the listing date[57] COVID-19 Impact - The company recorded an expected credit loss provision of RMB 2,844,000 due to the adverse impact of COVID-19 on the credit environment[105] - The company has assessed the recoverability of trade receivables and conducted impairment assessments on film and television productions due to the uncertainties caused by COVID-19[105] - The company has experienced delays in the release and development of several film and television projects due to the COVID-19 pandemic, significantly impacting revenue and operating cash flow[104] Other Comprehensive Income - The company recorded other comprehensive income of RMB 7,532 thousand for the period, which will not be reclassified to profit or loss[72] - The total comprehensive loss for the period was RMB (2,565) thousand, compared to a total comprehensive income of RMB 1,906 thousand in 2019[72]

Financial Performance - The company's profit attributable to owners increased from RMB 12,566,000 to RMB 17,891,000, representing a growth of approximately 42.5%[25] - Total revenue rose from RMB 217,997,000 to RMB 302,227,000, marking a significant increase of 39%[35] - Revenue from films and series reached RMB 262,851,000, while artist and event management generated RMB 34,717,000 in revenue for 2019[36] - The film "The Mission 2: The Operation" achieved box office revenue of RMB 650 million, surpassing the original film's RMB 600 million[26] - Profit attributable to owners from continuing and discontinued operations rose to RMB 17,891,000, compared to RMB 12,566,000 in the previous year[42] - Earnings per share from continuing and discontinued operations increased to RMB 1.260, up from RMB 0.885[42] - Revenue from films, series, and non-series grew from RMB 151,548,000 to RMB 262,851,000, attributed to high returns from co-produced series and confirmed box office income[42] - Revenue from artist and event management services decreased from RMB 58,714,000 to RMB 34,717,000, a decline of 41% due to reduced external commercial activities[41] - Cash and bank balances increased from RMB 135,351,000 to RMB 328,836,000 as of December 31, 2019[47] Operational Challenges - The COVID-19 pandemic has posed short-term challenges, delaying the release of films originally scheduled for the Lunar New Year[30] - The company manages approximately 80 artists, with a decrease in revenue from artist and event management attributed to reduced external commercial activities[27] - Sales costs increased by approximately 26% to RMB 189,064,000, driven by production costs from films, series, and non-series[42] - Administrative expenses rose by 6% to RMB 49,640,000, mainly due to exchange losses and salary increases[43] Governance and Compliance - The company has complied with relevant laws and regulations without any significant violations during the year[59] - The board consists of six members, including one executive director, two non-executive directors, and three independent non-executive directors[67] - The company has adopted a board diversity policy to ensure a balanced skill set and diverse perspectives among board members[81] - The company has provided comprehensive training for all directors upon their appointment to ensure understanding of business operations and regulatory responsibilities[83] - The company has established specific committees to assist in governance and oversight functions[99] - The audit committee confirmed that the annual report complies with applicable standards and regulations[103] - The company has implemented a risk management system that includes identifying, assessing, and managing risks related to its business operations[115][116][117] Environmental Sustainability - The group is committed to environmental sustainability and has implemented measures such as recycling used paper and energy conservation[60] - Total greenhouse gas emissions for the year 2019 were 33,153 kg, an increase from 32,670 kg in 2018[166] - Scope 2 emissions decreased to 15,626 kg in 2019 from 17,264 kg in 2018, while Scope 3 emissions increased to 17,527 kg from 15,406 kg[166] - Total energy consumption for 2019 was 30,639 kWh, down from 33,851 kWh in 2018, indicating a reduction of approximately 6.5%[170] - Total non-hazardous waste generated was 2,782 kg in 2019, a decrease from 2,970 kg in 2018, reflecting a reduction of about 6.3%[166] Employee and Community Engagement - The company strictly adheres to all labor laws in Hong Kong, ensuring the protection of employee rights and benefits[173] - The company emphasizes fair and open recruitment practices, ensuring equal opportunities regardless of race, nationality, or gender[174] - Employee distribution by age shows 26% are over 50 years old, while 68% are full-time employees[176] - The company provides competitive salaries and benefits, including medical insurance, to enhance employee satisfaction and morale[175] - The company actively engages in community service, with employees participating in various charitable activities, including a wheelchair parade and charity runs[184] Shareholder Communication - The company emphasizes the importance of maintaining effective communication with investors and shareholders through financial reports and announcements[135] - The company will continue to uphold a transparent investor communication policy to keep investors informed about business developments[140] - Shareholders can submit written inquiries directly to the company's main office in Hong Kong[142] - The company encourages shareholder participation in meetings and ensures that their opinions are communicated to the board[139] Future Outlook - The company plans to continue focusing on high-quality films and series, with upcoming productions including "Extraordinary Three Heroes" set to release on Youku[30] - The company aims to leverage its extensive artist team to enhance production capabilities and seek additional revenue opportunities[30] - The company is committed to advancing its core growth strategies despite market challenges, focusing on collaboration with major online platforms for production and distribution[30]

Financial Performance - The company's revenue for the first half of 2019 was approximately RMB 36,367,000, a decrease of RMB 11,019,000 compared to RMB 47,386,000 in the same period of 2018, representing a decline of about 23.2%[25] - Profit for the period was RMB 1,271,000, down from RMB 5,916,000 in the first half of 2018, indicating a significant decrease of approximately 78.5%[25] - The revenue from artist and event management was approximately RMB 18,158,000, a substantial drop of 48.2% from RMB 35,012,000 in the same period last year[24] - Revenue from film, television, and non-television production investments was approximately RMB 15,215,000, up from RMB 10,714,000 in the same period of 2018, representing an increase of 42%[30] - The company's net profit attributable to owners was approximately RMB 1,450,000, down from RMB 4,916,000 in the first half of 2018, a decline of 70%[44] - The total comprehensive income for the period was RMB 1,906,000, significantly lower than RMB 5,916,000 in the same period last year[84] - Basic earnings per share from continuing and discontinued operations was RMB 0.10, down from RMB 0.35 in the previous year[81] - For the six months ended June 30, 2019, the company's profit attributable to owners was RMB 1,450,000 (unaudited), a decrease of 70.5% compared to RMB 4,916,000 for the same period in 2018[143] Production and Projects - The company completed the production of the film "The Mission" and the sequel to the police drama "The Thunder," with the former expected to be released in August 2019, potentially achieving significant box office success[19] - The production of the thriller series "The Thunder" is expected to air in the fourth quarter of 2019, featuring a collaboration with Youku, a major Chinese online video platform[23] - The company plans to invest more in films, television, and non-television productions, focusing on artist and event management, and exploring opportunities in the rapidly developing online video market in China[51] - The group continues to focus on film and television production as a key area for growth and revenue generation[131] Financial Position - The total assets increased to approximately RMB 564,294,000 from RMB 459,677,000 at the end of 2018, an increase of 23%[42] - The company's cash and bank balances increased to approximately RMB 260,759,000 from RMB 135,351,000 at the end of 2018, an increase of 93%[40] - The debt ratio as of June 30, 2019, was approximately 2.3%[48] - Non-current assets decreased from RMB 3,499 million as of December 31, 2018, to RMB 2,814 million as of June 30, 2019, representing a decline of approximately 19.5%[86] - Current assets increased significantly, with cash and cash equivalents rising from RMB 135,351 thousand to RMB 260,759 thousand, an increase of approximately 92.6%[86] - The company's total liabilities included bank borrowings of 88,800 thousand RMB as of June 30, 2019[187] Shareholder Information - As of June 30, 2019, Mr. Li Ruigang holds 425,000,000 shares, representing 29.94% of the total issued ordinary shares of 1,419,610,000[55] - The major shareholders, including Brilliant Spark, Gold Pioneer, and GLRG Holdings, each hold 425,000,000 shares, equating to 29.94% ownership[59] - The ownership structure indicates that Shine Investment, which holds 425,000,000 shares, is 85% owned by Shine Holdings, which is fully owned by CMC Shine Acquisition[56] Corporate Governance - The company has complied with the corporate governance code as per the listing rules during the reporting period[66] - The company has adopted the standard code for securities transactions by directors, confirming compliance throughout the reporting period[67] - The interim financial data for the period has been reviewed by external auditors, ensuring adherence to accounting principles and practices[70] Market Conditions and Strategy - The company remains cautious and is continuously looking for development opportunities amidst the challenges posed by the US-China trade war and tightening regulations in the entertainment industry[18] - The domestic box office revenue in China decreased by 2.7% to RMB 31.2 billion, marking the first decline since 2011[18] - The company plans to strengthen collaborations with leading online video companies in China to maximize future production and revenue[23] Employee and Operational Costs - The total employee costs for the six months ended June 30, 2019, amounted to RMB 9,827,000, down 13.2% from RMB 11,325,000 in the previous year[141] - The depreciation of property, plant, and equipment for the six months ended June 30, 2019, was RMB 318,000, compared to RMB 457,000 in the same period of 2018[141] Lease and Financial Reporting - The company adopted the new Hong Kong Financial Reporting Standards (HKFRS) 16, which significantly changes the accounting treatment of leases, requiring the recognition of all leases (except short-term and low-value asset leases) as right-of-use assets and lease liabilities[106] - The adoption of HKFRS 16 did not have a significant impact on the company's financial performance and position for the current and prior periods[106] - The company will adjust lease liabilities and corresponding right-of-use assets if there are changes in lease terms or assessments regarding the exercise of purchase options[119] Investments and Financial Assets - The company recorded a total of RMB 91,727,000 in investments in films, series, and non-series as of June 30, 2019, an increase of 2% from RMB 89,588,000 at the end of 2018[154] - The company's financial assets measured at fair value included private equity investments valued at RMB 2,611,000 as of June 30, 2019, compared to RMB 1,676,000 as of December 31, 2018[162] - The company reported a net loss from financial assets measured at fair value through profit or loss of RMB 2,094,000 for the six months ended June 30, 2019[141]

SHAW BROTHERS HOLDINGS LIMITED 邵氏兄弟控股有限公司 (於開曼群島註冊成立之有限公司) 股份代號：00953 PRINTED WITH SOY INK 152 目錄 目錄 公司資料 2 主席報告 3 管理層討論與分析 5 企業管治報告 11 環境、社會及管治報告 28 董事及高級管理人員履歷詳情 34 董事會報告 37 獨立核數師報告 51 綜合損益表 56 綜合損益及其他全面收入報表 57 綜合財務狀況報表 58 綜合權益變動表 60 綜合現金流量表 61 綜合財務報表附註 63 財務概要 133 1 邵氏兄弟控股有限公司 — 年報 2018 公司資料 公司資料 | --- | --- | |---------------------------------------|------------------------------------------------------------| | 董事會 | 註冊辦事處 | | 主席及非執行董事 | Cricket Square, Hutchins Drive | | 黎瑞剛先生 | P.O. Box 2681, Grand C ...