香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責，對其準確 性或完整性亦不發表任何聲明，並明確表示概不就因本公告全部或任何部分內容而產生或因 依賴該等內容而引致的任何損失承擔任何責任。 CA CULTURAL TECHNOLOGY GROUP LIMITED 華 夏 文 化 科 技 集 團 有 限 公 司 （ 於 開 曼 群 島 註 冊 成 立 的 有 限 公 司 ） （股 份 代 號：01566） 復牌進展之季度更新消息 本公告乃由華夏文化科技集團有限公司（「本公司」，連同其附屬公司統稱「本 集團」）根據香港聯合交易所有限公司（「聯交所」）證券上市規則（「上市規則」） 第13.24A條及香港法例第571章證券及期貨條例第XIVA部項下內幕消息條文作出。 茲提述(a)本公司日期為2024年11月21日有關短暫停牌的公告；(b)本公司日期為 2024年12月13日的內幕消息公告；(c)本公司日期為2025年1月10日有關本公司擬 對與各方訂立的多項交易，包括最終導致於2022及2023財政年度作出減值的交 易（「該等交易」）的背景及商業理據進行獨立法證調查的內幕消息公告；(d)本 公司日期 ...

香港交易及結算所有限公司及香港聯合交易所有限公司對本聯合公告的內容概不負責，對其 準確性或完整性亦不發表任何聲明，並明確表示概不就因本聯合公告全部或任何部分內容而 產生或因依賴該等內容而引致的任何損失承擔任何責任。 本聯合公告僅供參考，並不構成出售、處置、收購、購買或認購本公司證券的邀請或要約。 I. 每月更新； 及 II. 繼續暫停買賣 本公司的財務顧問 茲提述(i)華夏文化科技集團有限公司（「本公司」）與Kyosei-Bank Co., Ltd.所聯合 刊發日期為2023年3月15日的公告（「聯合公告」）、日期分別為2023年4月6日、 2023年4月21日、2023年5月12日、2023年6月2日、2023年7月14日、2023年8月21 日、2023年9月25日、2023年10月26日及2023年11月13日、2023年12月22日、2024 年1月22日、2024年2月9日、2024年2月21日、2024年3月8日、2024年4月10日、 2024年5月13日、2024年6月14日、2024年7月15日、2024年8月16日、2024年9月 16日、2024年10月16日、2024年11月15日、2 ...

股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2025年7月31日 狀態: 新提交 致：香港交易及結算所有限公司 公司名稱: 華夏文化科技集團有限公司 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 01566 | 說明 | | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 5,000,000,000 | HKD | | 0.1 | HKD | | 500,000,000 | | 增加 / 減少 (-) | | | | | | | HKD | | | | 本月底結存 | | | 5,000,000,000 | HKD | | 0.1 | HKD | | 500,000,000 | 本月底法定/註冊股本總額： HKD 500,000,000 FF301 第 ...

Financial Performance - Revenue for the six months ended September 30, 2024, was HK$192.62 million, compared to HK$175.62 million in the same period in 2023, representing an increase of 9.7%[57] - Gross profit for the period was HK$41.20 million, up significantly from HK$20.50 million in the same period last year, reflecting improved cost management[57] - The company reported a profit before tax of HK$3.50 million, a significant turnaround from a loss of HK$85.38 million in the same period in 2023[57] - Net profit attributable to owners of the company was a loss of HK$1.89 million, compared to a loss of HK$80.58 million in the same period last year, showing a substantial improvement[57][76] - The company's total comprehensive income for the period was HK$1.12 million, compared to a loss of HK$75.75 million in the same period in 2023[57] - Revenue was primarily driven by sales of anime derivative products, indoor theme parks, and multimedia anime entertainment in Hong Kong, Japan, and China[61] - The company's basic loss per share improved to HK$0.16, compared to HK$6.82 in the same period in 2023[57][76] - Revenue increased by 9.7% to HKD 192.6 million for the six months ended September 30, 2024, compared to HKD 175.6 million in the same period in 2023, driven by a HKD 10.7 million increase in anime derivative product sales and a HKD 6.3 million increase in revenue from indoor theme parks[191] - Gross profit surged by 101.0% to HKD 41.2 million for the six months ended September 30, 2024, compared to HKD 20.5 million in the same period in 2023, with gross margin improving from 11.7% to 21.4%[193] - The company's attributable loss decreased significantly to HKD 1.9 million for the six months ended September 30, 2024, from HKD 80.6 million in the same period in 2023, primarily due to a HKD 18.4 million increase in gross profit from indoor theme parks and a HKD 43.8 million one-time gain from rent exemption[197] Assets and Liabilities - Trade receivables decreased to HKD 34,341 thousand as of September 30, 2024, from HKD 41,609 thousand as of March 31, 2024, with a cumulative impairment loss of HKD 231,290 thousand[2][3] - Non-current assets totaled HKD 209,626 thousand as of September 30, 2024, down from HKD 291,065 thousand as of March 31, 2024, primarily due to decreases in property, plant, and equipment[10] - Current liabilities exceeded current assets, resulting in a net current liability of HKD 1,122,915 thousand as of September 30, 2024[10] - Total liabilities decreased from HKD 212.775 million as of March 31 to HKD 130.939 million as of September 30, primarily due to a reduction in lease liabilities from HKD 82.554 million to HKD 2.853 million[45] - Net liabilities position improved slightly from HKD (1,045.345) million as of March 31 to HKD (1,044.228) million as of September 30[45] - Equity attributable to owners of the company decreased from HKD (1,038.042) million as of March 31 to HKD (1,041.768) million as of September 30[45] - Non-controlling interests improved from HKD (7.303) million as of March 31 to HKD (2.460) million as of September 30[45] - Bonds decreased from HKD 8.644 million as of March 31 to HKD 6.203 million as of September 30[45] - Bank and other borrowings decreased slightly from HKD 54.986 million as of March 31 to HKD 53.189 million as of September 30[45] - Contract liabilities increased marginally from HKD 28.086 million as of March 31 to HKD 28.696 million as of September 30[45] - Provision for restoration costs of leased properties increased from HKD 23.754 million as of March 31 to HKD 25.247 million as of September 30[45] - Liability arising from put options granted to non-controlling interests remained unchanged at HKD 10.871 million[45] - Put option derivative remained unchanged at HKD 3.880 million[45] - Total assets for the group decreased to 333,290 thousand HKD in September 2024 from 407,934 thousand HKD in March 2024[86] - The group's total liabilities decreased to 1,377,518 thousand HKD in September 2024 from 1,453,279 thousand HKD in March 2024[87] - The company's net asset value attributable was HKD 2,731 thousand as of September 30, 2024, compared to HKD 5,666 thousand as of March 31, 2024[95] - The company's asset-to-liability ratio increased to 287.2% as of September 30, 2024, compared to 258.7% as of March 31, 2024[199] Debt and Financing - The company issued HKD 20,000,000 of 8% secured notes in September 2021, with HKD 25,000,000 overdue as of September 30, 2024, including unpaid interest[7] - The company repaid HKD 23,794 thousand of bank loans during the six months ended September 30, 2024, compared to HKD 6,911 thousand in the same period last year[11] - The company borrowed RMB 12,350,000 from a director at a fixed annual interest rate of 3.2%, secured by properties owned by the director and their spouse[11] - The company benefited from a significant gain of HK$46.37 million due to the exemption of lease liabilities, which contributed to the improved financial performance[70] Share Options and Equity - Issued and fully paid shares remained constant at 1,182,042,000 shares with a nominal value of HKD 0.1 per share as of September 30, 2024[13] - As of September 30, 2023, the company had granted and unexercised share options totaling 42,910,000 shares, representing 3.6% of the company's issued shares at that date[21] - All share options granted under the plan expired during the fiscal year ending March 31, 2024, and the six-month period ending September 30, 2024[21] - The company's share option plan, adopted on February 16, 2015, is set to expire on February 15, 2025, and allows for the issuance of share options to eligible participants, including employees, directors, and business partners[19] - The total number of shares that may be granted under the share option plan cannot exceed 1% of the company's issued shares at any time, and the total shares issuable upon full exercise of all granted options cannot exceed 10% of the issued share capital[20] - The company's share option plan requires that options be exercised within 30 days of the grant date, with a nominal consideration of HKD 1 per grantee[20] - The company's share option plan stipulates that the exercise price must be the highest of: (i) the closing price on the grant date, (ii) the average closing price over the five trading days preceding the grant date, or (iii) the nominal value of the ordinary shares on the grant date[20] Legal and Tax Matters - The company is involved in a legal dispute with ACCP Global Limited, which alleges fraudulent misrepresentation regarding the company's financial condition and has refused to pay the full consideration for 86,000,000 shares at HKD 2.50 per share[24] - The company's estimated unpaid tax liability as of September 30, 2024, was HKD 11,729,000, assuming the tax authorities accept the offshore profit exemption for licensing income but not for trading income[115] - The company's estimated total tax payable for the 2008/09 to 2012/13 assessment years, assuming offshore profit exemption is accepted, is HKD 4,566,000[115] Business Segments and Operations - The company operates in three reportable segments: (i) sales of anime derivative products, (ii) establishment and operation of indoor theme parks, and (iii) multimedia anime entertainment[38] - Revenue from the indoor theme park segment reached 110,710 thousand HKD in 2024, compared to 104,380 thousand HKD in 2023[84] - The anime derivative product sales segment generated 81,912 thousand HKD in revenue in 2024, up from 71,234 thousand HKD in 2023[84] - The multimedia anime entertainment segment reported a loss of 7,467 thousand HKD in 2023 but turned a profit of 1,918 thousand HKD in 2024[84] - The company's indoor theme park operating rights, acquired under a license agreement with SEGA Corporation, are valid for 10 years with a possible renewal[119] - The company has over 30 years of experience in the IP toy industry, primarily focusing on the Japanese market with third-party anime character-based products, maintaining long-term relationships with leading Japanese toy companies and outdoor theme parks[124] - The company has developed VR esports and VR O2O gaming models, launching the self-developed VR esports game "Huangyangjie Defense," which has won multiple industry awards[125] - The company holds rights to several famous anime IPs, including "Humble Turtle" and "Violet," and has collaborated with international brands like Transformers and SEGA Sonic[135] - The company is focusing on sustainable development by adopting renewable materials and biodegradable packaging in toy production to meet consumer demand for eco-friendly products[151] - The company is expanding its indoor theme park business, with the new JOYPOLIS SPORTS park in Hong Kong's Kai Tak area, aiming to integrate entertainment, leisure, and sports experiences[157] - Post-pandemic, the company is gradually resuming theme park projects, generating significant revenue and enhancing the brand influence of CA SEGA indoor theme parks[161] - The company is leveraging its Meta JOYPOLIS online business, virtual theme parks, big data platforms, and social media to prepare for future challenges following debt restructuring[160] - Revenue from indoor theme parks increased by 6.0% from HKD 104.4 million in the six months ended September 30, 2023, to HKD 110.7 million in the six months ended September 30, 2024[163] - Visitor numbers at Japanese indoor theme parks rose by 15.8% from 0.38 million in the six months ended September 30, 2023, to 0.44 million in the six months ended September 30, 2024[163] - Sales and distribution expenses increased by 103.1% from HKD 6.4 million in the six months ended September 30, 2023, to HKD 13.0 million in the six months ended September 30, 2024, primarily due to promotional activities for the theme park business[166] - The company plans to open a new Joypolis Sports theme park in Hong Kong by December 2024, expected to contribute to future revenue growth[174] - The company is integrating VR and AR technologies into indoor theme parks to enhance immersive and interactive experiences[168] - The company is exploring new business opportunities in IP-related areas, including theme parks, online live streaming, and virtual platforms[171] - The company is focusing on personalized and technology-integrated experiences in children's indoor entertainment parks, leveraging data analytics and AI[178] - The company is adapting its sales strategies and offering value-added services to maintain stable performance in the competitive anime derivative products market[180] - Visitor numbers to indoor theme parks in China decreased to 132,000 in 2024 from 262,000 in 2023, while Japan saw an increase to 439,000 visitors in 2024 from 380,000 in 2023[192] - The company plans to open a new JOYPOLIS SPORTS theme park in Hong Kong's Kai Tak in December 2024, shifting focus to licensing business after selling assets of the Shanghai Joypolis indoor theme park[187] - The company is developing virtual reality theme parks under the CA SEGA JOYPOLIS brand, leveraging its rich anime IP resources to create cross-reality experiences and expand into related consumer products[188] - The company aims to enhance synergy between business segments by integrating offline theme park visitors with online platforms through an app, setting up IP merchandise zones, and hosting IP-themed events[189] Industry Trends and Market Outlook - The global toy market is expected to exceed $200 billion, with significant growth in the Asia-Pacific and North American markets driving industry expansion[150] - Online shopping has become a major channel for toy purchases, especially post-pandemic, driving digital marketing and online brand building[152] - The global gaming industry is projected to exceed USD 200 billion in 2024, driven by mobile gaming and cloud gaming[169] - The indoor theme park industry is expected to reach approximately RMB 200 billion by 2026, with over 100,000 indoor theme parks globally[175] Expenses and Cost Management - The company incurred HKD 1,089 thousand in trademark licensing fees from SEGA Holdings during the six months ended September 30, 2024[15] - Total compensation for key management personnel decreased to HKD 2,625 thousand for the six months ended September 30, 2024, from HKD 3,528 thousand in the same period last year[16] - The company paid approximately HKD 300,000 in salaries to the spouse of the controlling shareholder for the period ending September 30, 2024, consistent with the same period in 2023[17] - Employee costs decreased to HK$35.03 million from HK$41.23 million in the same period last year, reflecting cost optimization efforts[75] - Administrative expenses decreased by HKD 12.1 million to HKD 32.4 million for the six months ended September 30, 2024, due to reductions in director and employee salaries, depreciation, and legal fees[197] - R&D expenses decreased by HKD 0.9 million to HKD 4.7 million for the six months ended September 30, 2024, primarily due to the absence of multimedia anime entertainment R&D costs[196] Investments and Acquisitions - The company holds structured deposits classified as financial assets at fair value through profit or loss, aimed at enhancing investment returns[4] - The company acquired trademarks from CA Sega Group under a trademark license agreement with SEGA Holdings Co., Ltd., valid for 5 years with a possible 5-year renewal[92] - The company sold property, plant, and equipment with a total book value of HKD 5,170,000 during the interim period (September 30, 2023: HKD 3,483,000)[96] - The company paid approximately HKD 321,000 for the acquisition of property, plant, and equipment to expand operations during the interim period (September 30, 2023: HKD 1,077,000)[106] - The company's intangible assets, including movie production rights, applications, and trademarks, had a total cost of HKD 333,130 thousand as of September 30, 2024[98] - The company's joint venture, Kaijing Global Limited, had a net liability of HKD 137 thousand as of September 30, 2024, with the company holding a 50% equity interest[121] - The company's joint venture, Kaijing Global Limited, reported no revenue and a loss of HKD 31 thousand for the period ending March 31, 2024[121] Cash Flow and Liquidity - Operating cash flow increased to 37,640 thousand HKD in the first six months of 2024, up from 23,175 thousand HKD in the same period of 2023[79] - The group's cash and cash equivalents increased to 28,826 thousand HKD at the end of September 2024, compared to 25,893 thousand HKD at the same time in 2023[79] Dividends and Shareholder Returns - The company did not declare any interim dividend for the six months ended September 30, 2024, consistent with the same period in 2023[75]

Financial Performance - For the six months ended September 30, 2024, the company's revenue was HKD 192.6 million, an increase of approximately 9.7% compared to HKD 175.6 million for the same period in 2023[3]. - The gross profit for the six months ended September 30, 2024, was HKD 41.2 million, representing a significant increase of approximately 101.0% from HKD 20.5 million in the prior year, with a gross margin of about 21.4%[3]. - The loss attributable to the company's owners for the six months ended September 30, 2024, was HKD 1.9 million, a decrease of approximately 97.6% from HKD 80.6 million for the same period in 2023[3]. - Basic loss per share for the six months ended September 30, 2024, was HKD 0.16, a reduction of approximately 97.7% from HKD 6.82 in the previous year[3]. - The total comprehensive income for the period was HKD 1.1 million, compared to a comprehensive loss of HKD 75.7 million in the same period last year[6]. - The group reported a profit before tax of HKD 3,496,000 for the six months ended September 30, 2024, compared to a loss before tax of HKD 85,379,000 for the same period in 2023[23][25]. - The profit from the animated derivative product sales segment was HKD 3,919,000, while the theme park segment generated a profit of HKD 69,269,000[23]. - Other income recorded was approximately HKD 42.8 million for the six months ended September 30, 2024, compared to a loss of HKD 1.0 million for the same period in 2023, mainly due to a one-time gain from lease exemption[106]. - Loss attributable to the company's owners decreased from HKD 80.6 million to HKD 1.9 million, mainly due to increased gross profit from indoor theme parks and one-time income from lease exemption[110]. Assets and Liabilities - As of September 30, 2024, non-current assets totaled HKD 72.5 million, down from HKD 291.1 million as of March 31, 2024[10]. - Current assets amounted to HKD 123.7 million, an increase from HKD 116.9 million as of March 31, 2024[12]. - Current liabilities were HKD 5.1 million, with trade payables significantly increasing to HKD 281.4 million from HKD 6.3 million[12]. - The company's total liabilities as of September 30, 2024, were HKD 1,246.6 million, compared to HKD 1,240.5 million as of March 31, 2024[12]. - The company's equity attributable to owners was reported at HKD (1,041.8) million, reflecting a slight increase from HKD (1,038.0) million in the previous period[12]. - Total liabilities decreased from HKD 1,453,279,000 as of March 31, 2024, to HKD 1,377,518,000 as of September 30, 2024, reflecting a decline of approximately 5.2%[29]. - The group's debt-to-asset ratio as of September 30, 2024, was approximately 287.2%, up from 258.7% as of March 31, 2024[111]. Revenue Segmentation - Revenue from animated derivative product sales was HKD 81,912,000, while revenue from theme park operations was HKD 110,710,000, contributing to the overall revenue[23]. - Sales of anime derivative products rose by about 15.0%, from HKD 71.2 million to HKD 81.9 million, primarily due to an increase in customer orders[97]. - Revenue from the establishment and operation of indoor theme parks increased by approximately 6.0%, from HKD 104.4 million to HKD 110.7 million, with visitor numbers rising by about 15.8%[100]. - The company’s total segment revenue from animation derivative product sales increased slightly from HKD 90,073,000 to HKD 91,343,000, a growth of about 1.4%[29]. Operational Highlights - The group operates three main segments: animated derivative product sales, theme park operations, and multimedia entertainment[21]. - The company continues to focus on expanding its theme park operations and multimedia entertainment offerings as part of its growth strategy[21]. - The company plans to open a new JOYPOLIS SPORTS theme park in 2024, focusing on franchise operations after selling its Shanghai location[90]. - The company has resumed operations and revenue in its theme park and animated merchandise businesses post-COVID-19, although global economic instability poses challenges[92]. - The indoor theme park industry is expected to reach a market size of approximately RMB 200 billion by 2026, indicating significant expansion and transformation[65]. - The group operates two directly managed CA SEGA JOYPOLIS locations in Tokyo and Sendai, with an authorized location in Guangzhou and a new Joypolis Sports park expected to open in December 2024[60]. Cost Management - Employee costs decreased to HKD 35,027,000 from HKD 41,229,000 year-over-year, with a notable reduction in director remuneration from HKD 2,066,000 to HKD 1,543,000[44]. - Selling and distribution expenses increased by approximately 103.1%, from HKD 6.4 million to HKD 13.0 million, driven by promotional activities for theme park operations[107]. - Administrative expenses decreased from HKD 44.5 million to HKD 32.4 million, primarily due to reductions in director and employee compensation and legal fees[109]. - The company’s depreciation on property, plant, and equipment decreased significantly to HKD 12,017,000 from HKD 21,786,000, indicating improved asset utilization[44]. Strategic Initiatives - The company plans to enhance synergy across its business segments through an app that directs offline park visitors to an online platform, aiming to attract more anime IP fans[95]. - The company will continue to develop and launch various types of CA SEGA JOYPOLIS theme parks, including virtual reality parks, to cater to different target groups and increase revenue streams[93]. - The group plans to continue developing global indoor theme parks and expanding online business and digital content, including new theme park products[115]. - The company is focusing on developing VR technology projects and establishing partnerships with third parties to sell VR equipment and develop VR gaming content[115]. Governance and Compliance - The restructuring plan was approved by the majority of creditors at the meeting held on June 27, 2023, and was sanctioned by the Hong Kong High Court on March 19, 2024[115]. - The company has established an audit committee consisting of three independent non-executive directors to oversee financial performance[127]. - The company has adhered to the corporate governance code throughout the period, with one exception regarding the roles of the chairman and CEO being held by the same individual[129]. - All directors confirmed full compliance with the standard code for securities trading as of September 30, 2024[130]. - The company maintains sufficient public float as per listing rules as of the interim results announcement date[131]. Market Trends - The gaming industry is projected to exceed a global market size of USD 200 billion, driven primarily by the rise of mobile and cloud gaming[71]. - The esports industry is thriving, with growing event scales and audience numbers, attracting substantial investments and sponsorships[75]. - The toy industry is witnessing a rise in online shopping, particularly post-pandemic, which is driving digital marketing and online brand establishment[84]. - Regulatory policies in the gaming industry are becoming stricter, particularly regarding youth protection and game content, presenting challenges for market operations[78].

Financial Performance - Revenue increased by approximately HKD 3.7 million or about 1.0% to HKD 364.0 million for the year ended March 31, 2024, primarily due to an increase in revenue from operating indoor theme parks by HKD 29.8 million[31]. - The number of visitors calculated based on ticket sales decreased significantly by 41.7% from 1.2 million to 0.7 million for the year ended March 31, 2024[32]. - Loss attributable to owners of the company decreased by approximately HKD 862.9 million or about 83.5% to HKD 170.7 million for the year ended March 31, 2024[37]. - The group's gross profit increased significantly from approximately HKD 19.9 million for the year ended March 31, 2023, to approximately HKD 55.4 million for the year ended March 31, 2024, representing a growth of about 178.4%[47]. - The gross profit margin improved from approximately 5.5% for the year ended March 31, 2023, to approximately 15.2% for the year ended March 31, 2024[47]. - Other income decreased from approximately HKD 16.4 million for the year ended March 31, 2023, to approximately HKD 0.6 million for the year ended March 31, 2024, primarily due to the absence of rental income exemptions[48]. - The group recorded a net loss of approximately HKD 170,311,000 for the year ending March 31, 2024[178]. Research and Development - R&D expenses decreased from approximately HKD 262.6 million to HKD 14.9 million for the year ended March 31, 2024, a reduction of about 94.3%[36]. - Research and development expenses were significantly reduced as the group focused on developing online businesses, including Meta JOYPOLIS and virtual theme parks[50]. - The company plans to continue investing in VR technology to establish a global user database and better understand consumer preferences in the VR esports market[41]. Business Strategy and Expansion - The company is focusing on expanding its multimedia anime entertainment business centered around anime IP and VR, including esports[7]. - The company has resumed IP project collaborations and is exploring various peripheral fields, including theme parks and virtual platforms[28]. - The group plans to leverage its quality anime IP and collaborate with well-known online and offline sales platforms to sell licensed and premium anime derivative products[53]. - The board believes that continuous promotion of the group's anime cultural technology business will create more profitable opportunities in the "culture + real estate" projects in collaboration with the Chinese government and other property developers[54]. - The company aims to enhance its innovation capabilities and operational levels to navigate the complex and changing market environment[17]. Employee and Governance - As of March 31, 2024, the group had 203 employees, a decrease from 301 employees as of March 31, 2023[60]. - Employee compensation and benefits for the year ended March 31, 2024, amounted to approximately HKD 75.5 million, an increase from approximately HKD 72.5 million for the previous year[60]. - The company has complied with the corporate governance code as per the Hong Kong Stock Exchange rules for the year ending March 31, 2024, except for specific provisions detailed in the report[99]. - The board consists of six directors, including three executive directors and three independent non-executive directors, with a commitment to gender diversity[103]. - The employee gender ratio as of March 31, 2024, is 47.83% male to 52.17% female, reflecting the company's efforts towards diversity[109]. - The company has established a dividend policy that considers financial performance, retained earnings, and future expansion plans when declaring dividends[100]. - The board has established various committees to handle different aspects of the company's affairs, enhancing operational efficiency[112]. - The company emphasizes board diversity as a key element for achieving strategic goals and sustainable development, considering factors such as gender, age, and professional experience[150]. Risk Management - The company has established a comprehensive risk management system that incorporates risk identification, assessment, and response into daily operations, demonstrating its capability to address challenges from both internal and external environments[191]. - The audit committee has reviewed the effectiveness of the internal control system for the year ending March 31, 2024, ensuring that it meets operational efficiency and compliance with applicable laws and regulations[193]. - The company established a cross-departmental risk management task force to systematically build a risk management framework[179]. Corporate Governance - The board has reviewed the audited consolidated financial statements and approved the risk management and internal control systems for the year ended March 31, 2024[73]. - All directors received training on their responsibilities and relevant laws during the year ending March 31, 2024[114]. - The board has established mechanisms to ensure independent viewpoints and opinions are available, with independent non-executive directors providing support and independent perspectives[120]. - The board is responsible for overseeing the company's affairs, adopting long-term strategies, and appointing and supervising senior management to ensure operations align with the group's objectives[121]. - A total of 40 board meetings were held during the year ending March 31, 2024, with formal notifications and meeting documents sent to all directors in accordance with corporate governance codes[137]. - The Remuneration Committee is tasked with recommending remuneration policies for all directors and senior management, including compensation for loss of office[149].

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不 負 責，對 其 準 確 性 或 完 整 性 亦 不 發 表 任 何 聲 明，並 明 確 表 示 概 不 就 因 本 公 告 全 部或任何部分內容而產生或因依賴該等內容而引致的任何損失承擔任何責任。 | --- | |-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------| | | | 2024 年 3 月 31 日財務摘要 | | － 截 至 2024 年 3 月 31 日止年度的收入約為 364.0 百 萬 港 元，較 截 至 2023 年 日止年度約 360.3 百萬港元增加約 1.0% 。 | | － 截 至 2024 年 3 ...

Financial Performance - Revenue for the six months ended September 30, 2023, was HKD 175,617,000, a decrease of 9.1% compared to HKD 193,173,000 in the same period of 2022[6] - Gross profit for the same period was HKD 20,498,000, down 39.5% from HKD 33,858,000 year-on-year[6] - The company reported a loss before tax of HKD 85,379,000, compared to a loss of HKD 270,250,000 in the previous year, indicating a significant reduction in losses[6] - Total comprehensive loss for the period was HKD 75,749,000, compared to HKD 256,488,000 in the same period last year, reflecting improved financial performance[6] - The company reported a basic loss per share of HKD 0.07, compared to HKD 0.23 in the same period last year, showing a reduction in loss per share[6] - The company reported a net loss of HKD 80,580,000 for the six months ended September 30, 2023, compared to a net loss of HKD 271,761,000 for the same period in 2022, reflecting improved financial performance[14] - The total comprehensive loss for the six months ended September 30, 2023, was HKD 75,511,000, compared to a total comprehensive loss of HKD 258,086,000 for the same period in 2022, indicating a reduction in losses[14] - The loss attributable to the owners of the company decreased from HKD 271.8 million to HKD 80.6 million for the six months ended September 30, 2023, a reduction of approximately 70.3%[124] Expenses and Cost Management - Research and development expenses decreased to HKD 5,639,000 from HKD 30,203,000, a reduction of 81.3% year-on-year, indicating a shift in focus[6] - The company is focusing on cost reduction strategies, as evidenced by a significant decrease in selling and distribution expenses from HKD 47,904,000 to HKD 6,380,000[6] - Administrative expenses reduced by approximately 69.8% to HKD 44.5 million, attributed to lower costs related to social distancing measures and reduced professional fees[123] - Employee costs increased to HKD 41,229,000 in 2023 from HKD 36,403,000 in 2022, with director remuneration rising to HKD 2,066,000 from HKD 1,564,000[39] - The group incurred a depreciation expense of HKD 21,786,000 for property, plant, and equipment, down from HKD 25,181,000 in the previous year[39] Assets and Liabilities - The company's non-current assets decreased to HKD 350,312,000 as of September 30, 2023, down from HKD 400,559,000 as of March 31, 2023[9] - Current liabilities increased to HKD 1,208,608,000 from HKD 1,163,995,000, indicating a rise in financial obligations[11] - The total assets of the group decreased from HKD 562,497 as of March 31, 2023, to HKD 473,873 as of September 30, 2023, reflecting a decline of 15.7%[28] - The total liabilities of the group decreased slightly from HKD 1,447,359 to HKD 1,434,484, a reduction of 0.9%[29] - The total equity attributable to the owners of the company was HKD (952,355,000) as of September 30, 2023, compared to HKD (876,844,000) as of March 31, 2023, indicating a worsening equity position[11] Cash Flow and Financing Activities - The net cash generated from operating activities for the six months ended September 30, 2023, was HKD 23,175,000, a significant improvement compared to a net cash used of HKD 112,903,000 in the same period of 2022[16] - The company incurred a net cash outflow of HKD 30,245,000 from financing activities for the six months ended September 30, 2023, compared to a net cash inflow of HKD 130,456,000 in the same period of 2022[16] - The group has drawn new bank borrowings of HKD 2,789,000 during the period, compared to HKD 10,179,000 for the six months ended September 30, 2022[68] - As of September 30, 2023, the group repaid bank borrowings amounting to HKD 6,911,000, slightly down from HKD 7,180,000 for the same period last year[68] - The outstanding bank borrowings secured by collateral amounted to approximately HKD 26,633,000 as of September 30, 2023, down from HKD 30,174,000 as of March 31, 2023[68] Business Segments and Revenue Sources - The company’s revenue is derived from sales of anime derivative products, operation of indoor theme parks, and multimedia anime entertainment in Hong Kong, Japan, and China[22] - The company has three operating segments: anime derivative product sales, operation of indoor theme parks, and multimedia anime entertainment[22] - The segment profit for the animation derivative products was HKD 7,455, while the theme park segment reported a profit of HKD 1,195, and the multimedia segment incurred a loss of HKD 7,467, resulting in an overall segment profit of HKD 1,183[23] - Sales of anime derivative products dropped by about 22.4% to HKD 71.2 million, primarily due to a decrease in customer purchase orders[112] - Revenue from the establishment and operation of indoor theme parks increased by approximately 13.5% to HKD 104.4 million, with visitor numbers rising by about 22.6% to 0.38 million in Japan[113] Corporate Governance and Compliance - The company has established an audit committee consisting of three independent non-executive directors to review the financial performance for the six months ending September 30, 2023[153] - The company has fully complied with the corporate governance code throughout the reporting period, with the exception of the separation of roles between the chairman and CEO[154] - All directors confirmed compliance with the standard code of conduct for securities trading as of September 30, 2023[155] - The company maintains sufficient public float as per the listing rules as of the date of the interim report[143] Legal and Restructuring Activities - The company has received the necessary majority approval from creditors for the debt restructuring plan, leading to the cancellation of the hearing scheduled for July 17, 2023[85] - The company is currently in litigation with Maxx Capital regarding damages claims due to alleged breaches of repayment agreements, with a counterclaim submitted on July 27, 2023[86] - The company is actively negotiating with bondholders regarding a repayment schedule for approximately HKD 162 million in outstanding bonds and accrued interest[93] Future Outlook and Strategic Focus - The company continues to explore opportunities for market expansion and new product development in the multimedia and entertainment sectors[51] - The company plans to continue developing global indoor theme parks and online businesses, as well as new theme park products[132] - The company is exploring a potential investor for share subscription and has deposited the escrow funds[132] - The company aims to enhance user experience in theme parks and develop new digital content following the completion of construction projects[108]

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不 負責，對其準確性或完整性亦不發表任何聲明，並明確表示概不就因本公告全 部或任何部分內容而產生或因依賴該等內容而引致的任何損失承擔任何責任。 CA CULTURAL TECHNOLOGY GROUP LIMITED 華 夏 文 化 科 技 集 團 有 限 公 司 （於開曼群島註冊成立的有限公司） 01566 （股份代號： ） 2023 9 30 截 至 年 月 日 止 六 個 月 之 中 期 業 績 公 告 本集團截至2023年9月30日止六個月之未經審核中期業績摘要如下： － 截至2023年9月30日止六個月的收入為175.6百萬港元，較截至2022年9月 30日止六個月的193.2百萬港元下跌約9.1%。 － 截至2023年9月30日止六個月的毛利為20.5百萬港元，較截至2022年9月 30日止六個月的33.9百萬港元下跌約39.5%。截至2023年9月30日止六個 月的毛利率為約11.7%，較截至2022年9月30日止六個月的約17.5%下跌約 33.1%。 － 截至2023年9月30日止六個月的本公司擁有人應佔虧損為80.6百萬港元， ...

Financial Performance - The company reported a revenue of HKD 392 million in 2023, a decrease from HKD 633 million in 2021, reflecting a significant decline in performance [8]. - The company experienced a loss of HKD 1,034 million in 2022, which improved to a loss of HKD 83 million in 2023, showing a positive trend in financial recovery [12]. - The company reported a 31.08% year-on-year decline in revenue from the indoor theme park segment due to the pandemic's impact [28]. - The multimedia animation entertainment segment did not generate any revenue during the year [28]. - The company's revenue for the year ended March 31, 2023, was approximately HKD 360.3 million, a decrease of about HKD 92.8 million or 20.5% from HKD 453.1 million in the previous year [44]. - The gross profit for the same period was approximately HKD 19.9 million, down 68.3% from HKD 62.7 million, resulting in a gross margin of 5.5% compared to 13.8% in the prior year [52]. - The revenue from the operation of indoor theme parks decreased by approximately HKD 84.8 million, primarily due to a decline in sales of theme park machinery [45]. - The sales of anime derivative products increased by approximately 6.8% to about HKD 172.4 million, attributed to price adjustments amid global inflation [46]. - The company reported a significant increase in revenue, achieving a total of $500 million for the fiscal year, representing a 20% year-over-year growth [86]. - The company reported a net profit margin of 10%, up from 8% in the previous year [86]. Assets and Liabilities - Total assets reached HKD 2,209 million in 2023, up from HKD 1,675 million in 2021, indicating growth in the company's asset base [9]. - The group's asset-to-liability ratio as of March 31, 2023, was approximately 195.6%, compared to 62.9% as of March 31, 2022 [65]. - The expected credit loss under the impairment model decreased to approximately HKD 283.7 million for the year ended March 31, 2023, from HKD 537.3 million for the year ended March 31, 2022 [58]. - Loss attributable to owners of the company decreased by approximately HKD 16.6 million or 1.6% to approximately HKD 1,033.6 million for the year ended March 31, 2023, due to a reduction in impairment losses [59]. Business Segments and Operations - The company operates three major business segments: theme park operations, anime derivative product trading, and multimedia entertainment, focusing on global expansion [15]. - The CA SEGA JOYPOLIS brand, acquired in 2017, has expanded to three major locations in Shanghai, Qingdao, and Tokyo, enhancing the company's market presence [15]. - The company has developed its own VR esports game "Huangyangjie Defense War," which has received multiple industry awards, showcasing its innovation in the gaming sector [17]. - The company is actively exploring IP toy platform business opportunities, capitalizing on its extensive experience and reputation in the industry [16]. - The company has collaborated with international brands and invested in anime productions, expanding its global reach and influence [16]. - The company launched the JOYPOLIS SPORTS theme park in Sendai, Japan, on April 29, 2022, promoting a world of entertainment and sports for all ages [34]. - The company plans to expand its CA SEGA JOYPOLIS theme parks in China over the next decade, with a focus on both large and small indoor theme parks [43]. - The company is focusing on developing Web 3.0 and metaverse-level indoor parks, leveraging valuable Japanese IP resources [26]. Employee and Operational Efficiency - The company retained 301 employees to strengthen its R&D capabilities despite the challenging year [28]. - The group had 301 employees as of March 31, 2023, an increase from 216 employees as of March 31, 2022 [74]. - Employee compensation and benefits for the year ended March 31, 2023, amounted to approximately HKD 72.5 million, down from HKD 85.6 million in the previous year, primarily due to a decrease in employee compensation of about HKD 7.0 million [74]. - The company aims to enhance operational efficiency by integrating offline park visitors with an online toy platform through various IP activities [40]. Strategic Initiatives and Future Plans - The company is actively seeking new funding and revenue sources while navigating a challenging economic climate [24]. - The company aims to optimize shareholder capital returns as a top priority amidst a recovering market environment [30]. - The company is considering strategic acquisitions to enhance its market position, targeting companies with complementary technologies [86]. - Market expansion efforts are underway, with plans to enter three new international markets by Q3 2024 [86]. - The company is investing in new technology development, allocating $50 million towards R&D initiatives [86]. Corporate Governance - The company is committed to high standards of corporate governance to create long-term value for all shareholders [96]. - As of March 31, 2023, the company has complied with the corporate governance code as per the Hong Kong Stock Exchange listing rules, except for specific provisions detailed in the report [97]. - The board consists of six directors, including three executive directors and three independent non-executive directors, ensuring a balance of perspectives [102]. - The board is responsible for overseeing the company's affairs and adopting long-term strategies, while management is tasked with daily operations [103]. - The company has established a dividend policy that considers financial performance, shareholder equity, and overall business conditions when declaring dividends [100]. - The board has mechanisms in place to ensure independent viewpoints and opinions are available for decision-making [102]. - The company has reviewed its corporate governance policies and practices during the fiscal year ending March 31, 2023 [107]. - The board is responsible for preparing financial statements that fairly reflect the group's financial position and performance [108]. Risk Management - The company has established a comprehensive risk management system, integrating risk identification, assessment, and response into daily operations [152]. - The board is responsible for maintaining an effective internal control system to ensure operational efficiency and compliance with applicable laws [153]. - The company has implemented a two-tier risk management framework to enhance risk management effectiveness [150]. Shareholder Engagement - The company encourages shareholder participation in general meetings and allows proxy voting for those unable to attend [165]. - The company maintains effective communication with shareholders and investors through various channels, including financial reports and shareholder meetings [163]. - The company’s website provides updated information regarding the board of directors, committee charters, and other relevant corporate governance details [167].