CA CULTURAL TECHNOLOGY GROUP LIMITED 華 夏 文 化 科 技 集 團 有 限 公 司 CA Cultural Technology Group Limited 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。 KYOSEI-BANK CO., LTD. （於日本註冊成立的有限公司） (4)發行新股份； (1)訂立條款書； (2)股本重組及變更每手買賣單位； (3)債務重組； I.每月更新；及 II.延遲寄發通函 關於 (Incorporated in the Cayman Islands with limited liability) 華夏文化科技集團有限公司 (Stock code: 01566) （於開曼群島註冊成立的有限公司） （股份代號：01566） 聯合公告 (5)發行可換股債券； (6)申請清洗豁免； (7)計劃的特別 ...

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8月31日 狀態: 新提交 致：香港交易及結算所有限公司 呈交日期: 2025年9月1日 I. 法定/註冊股本變動 | 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 500,000,0 ...

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。 KYOSEI-BANK CO., LTD. （於日本註冊成立的有限公司） CA CULTURAL TECHNOLOGY GROUP LIMITED 華 夏 文 化 科 技 集 團 有 限 公 司 CA Cultural Technology Group Limited 華夏文化科技集團有限公司 (Incorporated in the Cayman Islands with limited liability) (Stock code: 01566) （於開曼群島註冊成立的有限公司） （股份代號：01566） 聯合公告 有關認購協議的第三份補充協議 茲提述華夏文化科技集團有限公司（「本公司」）與Kyosei-BankCo., Ltd.（「投資者」） 所聯合刊發(i)日期為2023年3月15日的公告，內容有關（其中包括 ...

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].

[Financial Highlights as of March 31, 2024](index=1&type=section&id=Financial%20Highlights%20as%20of%20March%2031%2C%202024) For the year ended March 31, 2024, the company's revenue slightly increased by 1.0% to HK$364.0 million, gross profit surged by 178.4% to HK$55.4 million, and gross margin improved to 15.2%. Loss attributable to owners significantly decreased by 83.5% to HK$170.7 million, with basic loss per share also narrowing substantially Key Financial Data for FY2024 | Indicator | 2024 (HK$ Million) | 2023 (HK$ Million) | Year-on-Year Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 364.0 | 360.3 | +1.0 | | Gross Profit | 55.4 | 19.9 | +178.4 | | Gross Margin | 15.2% | 5.5% | +176.4% | | Loss attributable to owners of the Company | (170.7) | (1,033.6) | -83.5 | | Basic Loss Per Share (HK Cents) | (14) | (87) | -83.9 | [Consolidated Financial Statements](index=2&type=section&id=Consolidated%20Financial%20Statements) This section presents the consolidated statement of profit or loss and other comprehensive income for the year ended March 31, 2024, and the consolidated statement of financial position as of that date, detailing the company's revenue, costs, expenses, losses, assets, liabilities, and equity structure, reflecting its operating results and financial position during the reporting period [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=2&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) For the year ended March 31, 2024, the company's revenue slightly increased to HK$364.0 million, and gross profit significantly grew to HK$55.4 million. Despite substantial reductions in selling and marketing, administrative, and research and development expenses, finance costs increased, leading to a narrowed annual loss of HK$170.3 million Summary of Consolidated Statement of Profit or Loss and Other Comprehensive Income | Indicator | 2024 (HK$ Thousand) | 2023 (HK$ Thousand) | | :--- | :--- | :--- | | Revenue | 364,028 | 360,302 | | Cost of sales and services | (308,652) | (340,362) | | Gross Profit | 55,376 | 19,940 | | Other income | 586 | 16,429 | | Other gains and losses | (12,959) | 2,957 | | Selling, marketing and distribution expenses | (22,050) | (69,198) | | Administrative expenses | (73,031) | (155,748) | | Research and development expenses | (14,907) | (262,570) | | Finance costs | (93,994) | (80,663) | | Loss before tax | (186,234) | (1,057,083) | | Loss for the year | (170,311) | (1,033,146) | | Loss attributable to owners of the Company | (170,679) | (1,033,575) | - Total comprehensive expense for the year significantly decreased from **HK$1,032.2 million** in 2023 to **HK$160.5 million** in 2024, primarily due to the substantial narrowing of losses[7](index=7&type=chunk)[15](index=15&type=chunk) [Consolidated Statement of Financial Position](index=4&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2024, both non-current and current assets decreased, leading to a reduction in total assets. Total current and non-current liabilities slightly increased, further expanding net current liabilities and net liabilities, reflecting severe liquidity and solvency pressures faced by the company Summary of Consolidated Statement of Financial Position | Indicator | 2024 (HK$ Thousand) | 2023 (HK$ Thousand) | | :--- | :--- | :--- | | Non-current assets | 291,065 | 400,559 | | Current assets | 116,869 | 161,938 | | Current liabilities | 1,240,504 | 1,163,995 | | Net current liabilities | (1,123,635) | (1,002,057) | | Non-current liabilities | 212,775 | 283,364 | | Net liabilities | (1,045,345) | (884,862) | | Total capital deficiency | (1,045,345) | (884,862) | - As of March 31, 2024, the company recorded **net current liabilities of HK$1,123.6 million** and **net liabilities of HK$1,045.3 million**, with cash and cash equivalents of only **HK$11.7 million**, indicating severe liquidity issues[35](index=35&type=chunk) [Notes to the Consolidated Financial Statements](index=6&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) This section details the basis of preparation, accounting policies, specific composition and changes in assets and liabilities, and the ongoing concern challenges and debt restructuring progress. It provides an in-depth understanding of the company's financial position and operating results, including revenue recognition, segment information, interests in associates and a joint venture, and detailed analysis of receivables, payables, and borrowings [Company Information](index=6&type=section&id=Company%20Information) China Cultural Technology Group Limited is incorporated in the Cayman Islands and listed on the Main Board of the Hong Kong Stock Exchange. The company and its subsidiaries are primarily engaged in the sale of anime derivative products, the establishment and operation of indoor theme parks, and multimedia animation entertainment businesses - The Company is an investment holding company, with principal activities including the sale of anime derivative products, operation of indoor theme parks, and multimedia animation entertainment[26](index=26&type=chunk) [Application of Amendments to Hong Kong Financial Reporting Standards](index=6&type=section&id=Application%20of%20Amendments%20to%20Hong%20Kong%20Financial%20Reporting%20Standards) The Group first applied new and amended Hong Kong Financial Reporting Standards issued by the HKICPA this year, including adjustments to accounting policy disclosures and deferred tax recognition scope. These amendments had no material impact on the Group's financial position or performance but affected the disclosure of accounting policies - The Group first applied new and amended Hong Kong Financial Reporting Standards, including HKAS 1 (Disclosure of Accounting Policies) and HKAS 12 (Deferred Tax)[9](index=9&type=chunk)[21](index=21&type=chunk)[28](index=28&type=chunk)[30](index=30&type=chunk) - The application of these amendments had no material impact on the Group's financial position or performance, but affected the disclosure of accounting policies in Note 3 to the consolidated financial statements[30](index=30&type=chunk)[31](index=31&type=chunk) [Basis of Preparation of Consolidated Financial Statements](index=8&type=section&id=Basis%20of%20Preparation%20of%20Consolidated%20Financial%20Statements) The consolidated financial statements are prepared in accordance with Hong Kong Financial Reporting Standards and comply with the disclosure requirements of the Listing Rules and the Hong Kong Companies Ordinance. However, the company faces severe going concern issues, including substantial losses, net current liabilities, net liabilities, and significant overdue debts. Management is addressing these challenges through debt restructuring and new fundraising, but the success of these efforts remains highly uncertain - The consolidated financial statements are prepared in accordance with Hong Kong Financial Reporting Standards and comply with the disclosure requirements of the Listing Rules and the Hong Kong Companies Ordinance[34](index=34&type=chunk) - The company faces significant going concern doubts, recording a **net loss of HK$170.3 million**, **net current liabilities of HK$1,123.6 million**, and **net liabilities of HK$1,045.3 million** as of March 31, 2024, with a large amount of borrowings due or maturing within 12 months[35](index=35&type=chunk) - The company's restructuring plan was approved by creditors on June 27, 2023, and sanctioned by the High Court on March 19, 2024, but the effectiveness of going concern remains contingent on the ultimate success of the restructuring plan and the acquisition of new funds[25](index=25&type=chunk)[37](index=37&type=chunk)[51](index=51&type=chunk) [Going Concern](index=8&type=section&id=Going%20Concern) The company's ability to continue as a going concern faces significant uncertainty, primarily due to substantial losses, net current liabilities, and a large amount of overdue debts. Management relies on the success of debt restructuring, new fundraising, and cost control measures to sustain operations, but the ultimate outcome of these factors remains uncertain - The company's total bank and other borrowings, bonds payable, and guaranteed notes amount to **HK$951.4 million**, of which **HK$887.7 million** is due or will mature within the next twelve months, while cash and cash equivalents are only **HK$11.7 million**[35](index=35&type=chunk) - The company has received multiple demand letters and statutory demands from bondholders, further exacerbating liquidity pressure[35](index=35&type=chunk) - The going concern assumption is contingent on the successful completion of debt restructuring, the acquisition of additional new funds, the successful dismissal of statutory demands, and effective cost control measures[24](index=24&type=chunk)[36](index=36&type=chunk)[50](index=50&type=chunk) [Revenue and Segment Information](index=9&type=section&id=Revenue%20and%20Segment%20Information) The Group's revenue primarily derives from three segments: sale of anime derivative products, establishment and operation of indoor theme parks, and multimedia animation entertainment. For the year ended March 31, 2024, total revenue slightly increased by 1.0%, with significant growth in indoor theme park revenue and a decrease in anime derivative product sales. Japan is the main source of revenue, while China holds the largest share of non-current assets - The Group's operating and reportable segments are: (i) sale of anime derivative products; (ii) establishment and operation of indoor theme parks; and (iii) multimedia animation entertainment[38](index=38&type=chunk) Disaggregation of Revenue from Contracts with Customers | Revenue Source | 2024 (HK$ Thousand) | 2023 (HK$ Thousand) | | :--- | :--- | :--- | | Sale of anime derivative products | 146,285 | 172,376 | | Ticket sales | 209,115 | 178,982 | | Sale of theme park machines | 6,957 | 7,136 | | Licensing income from indoor theme parks | 1,668 | 1,808 | | Licensing income from multimedia animation entertainment | 3 | – | | **Total** | **364,028** | **360,302** | - Revenue recognition is primarily completed at a point in time, amounting to **HK$361.8 million** in 2024, with revenue recognized over time being **HK$2.2 million**[41](index=41&type=chunk) [Revenue Classification and Recognition](index=10&type=section&id=Revenue%20Classification%20and%20Recognition) Revenue is classified by sale of anime derivative products, ticket sales, sale of theme park machines, and licensing income. Revenue from anime derivative products and theme park machine sales is recognized when control is transferred, ticket sales revenue is recognized upon ticket redemption or expiry, and licensing income is recognized over time - Revenue from the sale of anime derivative products is recognized when control of the goods is transferred to the customer, i.e., when the goods are delivered to the customer's designated destination[42](index=42&type=chunk) - Revenue from ticket sales is recognized when customers receive and redeem tickets upon entering the theme park; revenue from tickets sold for future use is deferred and recognized as contract liabilities[43](index=43&type=chunk) - Licensing income from indoor theme parks and multimedia animation entertainment is recognized over time in accordance with the terms of the licensing agreements[44](index=44&type=chunk) [Segment Revenue and Results](index=12&type=section&id=Segment%20Revenue%20and%20Results) For the year ended March 31, 2024, the indoor theme park segment generated revenue of HK$216.0 million, and the anime derivative product sales segment generated revenue of HK$148.0 million. All segments recorded losses, but the multimedia animation entertainment segment's loss significantly narrowed Segment Revenue and Loss (HK$ Thousand) | Segment | 2024 Revenue | 2024 Loss | 2023 Revenue | 2023 Loss | | :--- | :--- | :--- | :--- | :--- | | Sale of anime derivative products | 147,977 | (5,068) | 172,376 | (9,051) | | Establishment and operation of indoor theme parks | 216,048 | (15,843) | 187,926 | (376,710) | | Multimedia animation entertainment | 3 | (8,608) | – | (471,042) | | **Total** | **364,028** | **(29,519)** | **360,302** | **(856,803)** | - Unallocated expenses, other income, gains and losses, and finance costs led to a significant reduction in loss before tax from **HK$1,057.1 million** in 2023 to **HK$186.2 million** in 2024[61](index=61&type=chunk) [Segment Assets and Liabilities](index=13&type=section&id=Segment%20Assets%20and%20Liabilities) As of March 31, 2024, total segment assets were HK$383.5 million, a decrease from 2023. The establishment and operation of indoor theme parks segment accounted for the largest share of assets. Total segment liabilities were HK$245.4 million, with unallocated liabilities (such as bonds and bank borrowings) comprising the majority of total consolidated liabilities Segment Assets (HK$ Thousand) | Segment | 2024 | 2023 | | :--- | :--- | :--- | | Sale of anime derivative products | 90,073 | 99,470 | | Establishment and operation of indoor theme parks | 288,270 | 390,465 | | Multimedia animation entertainment | 5,159 | 12,917 | | **Total segment assets** | **383,502** | **502,852** | Segment Liabilities (HK$ Thousand) | Segment | 2024 | 2023 | | :--- | :--- | :--- | | Sale of anime derivative products | 3,502 | 3,245 | | Establishment and operation of indoor theme parks | 241,862 | 295,764 | | **Total segment liabilities** | **245,364** | **299,009** | - Total consolidated liabilities amounted to **HK$1,453.3 million**, with bonds (**HK$721.0 million**) and secured bank and other borrowings (**HK$205.3 million**) being the main components[212](index=212&type=chunk) [Geographical Location and Major Customer Information](index=16&type=section&id=Geographical%20Location%20and%20Major%20Customer%20Information) The Group operates in Hong Kong, Japan, Cambodia, and China. Japan is the primary source of revenue, while China holds the largest share of non-current assets. Customers A1 and B1 are the Group's major clients, with their revenue primarily derived from the sale of anime derivative products Revenue from External Customers by Geographical Location (HK$ Thousand) | Region | 2024 | 2023 | | :--- | :--- | :--- | | China | 33,772 | – | | Hong Kong | 82,778 | – | | Japan | 247,478 | 360,302 | | **Total** | **364,028** | **360,302** | Non-current Assets by Geographical Location (HK$ Thousand) | Region | 2024 | | :--- | :--- | | China | 228,265 | | Hong Kong | 148 | | Japan | 39,146 | | Cambodia | 8,460 | | **Total** | **276,019** | Major Customer Revenue (HK$ Thousand) | Customer | 2024 | 2023 | | :--- | :--- | :--- | | Customer A1 | 82,772 | 78,120 | | Customer B1 | 41,294 | 44,087 | [Other Gains and Losses](index=17&type=section&id=Other%20Gains%20and%20Losses) For the year ended March 31, 2024, the Group recorded other losses of approximately HK$13.0 million, compared to gains of approximately HK$3.0 million in the prior year. This change was primarily due to increased net losses from write-offs and disposals of property, plant and equipment, and net losses from put options granted to non-controlling interests Other Gains and Losses (HK$ Thousand) | Item | 2024 | 2023 | | :--- | :--- | :--- | | Net foreign exchange gains | 234 | 632 | | Gain on lease modification | – | 3,058 | | Net (loss)/gain on put options granted to non-controlling interests | (4,149) | 969 | | Loss on disposal of property, plant and equipment | (11,616) | (1,708) | | Gain on settlement of legal case | 1,377 | – | | Other gains | 1,195 | 5 | | **Total** | **(12,959)** | **2,957** | - The increase in loss was mainly due to an increase in net loss from write-offs and disposals of property, plant and equipment of approximately **HK$9.9 million**, and a net loss from put options granted to non-controlling interests of approximately **HK$4.1 million**[145](index=145&type=chunk) [Taxation](index=17&type=section&id=Taxation) The Group's tax credit primarily resulted from over-provision for Hong Kong profits tax and Japanese corporate tax in prior years, and under-provision for PRC corporate income tax. Hong Kong profits tax operates under a two-tiered system, PRC subsidiaries are taxed at 25%, and Japanese corporate tax rate is 23.25% Tax Credit (HK$ Thousand) | Item | 2024 | | :--- | :--- | | Hong Kong profits tax: Current tax | – | | Over-provision in prior years | (13,459) | | Under-provision in prior years (PRC corporate income tax) | 1,188 | | Over-provision in prior years (Japanese corporate tax) | (3,957) | | Current tax | 305 | | **Total** | **(15,923)** | - Under Hong Kong's two-tiered profits tax system, the first **HK$2 million** of assessable profits is taxed at 8.25%, with the remainder at 16.5%. PRC subsidiaries are taxed at 25%, and the Japanese corporate tax rate is 23.25%[230](index=230&type=chunk)[240](index=240&type=chunk)[252](index=252&type=chunk) [Loss for the Year](index=18&type=section&id=Loss%20for%20the%20Year) For the year ended March 31, 2024, the company's annual loss was HK$170.3 million. Total staff costs amounted to HK$75.5 million, with salaries and other benefits accounting for HK$62.7 million. Other major expenses included cost of inventories, legal and professional fees, depreciation and amortization, and research and development costs Items Deducted in Calculating Loss for the Year (HK$ Thousand) | Item | 2024 | 2023 | | :--- | :--- | :--- | | Total staff costs | 75,499 | 72,482 | | Auditors' remuneration (audit services) | 3,226 | 3,227 | | Cost of inventories recognized as an expense | 146,500 | 145,234 | | Legal and professional fees | 14,032 | 54,537 | | Depreciation of property, plant and equipment | 38,735 | 59,806 | | Depreciation of right-of-use assets | 25,170 | 28,715 | | Amortisation of intangible assets | 2,188 | 33,779 | | Research and development costs | 14,907 | 262,570 | - Total salaries and other benefits of approximately **HK$31.6 million** were included in cost of sales and services, approximately **HK$5.1 million** in research and development expenses, and approximately **HK$26.0 million** in administrative expenses[242](index=242&type=chunk) [Dividends](index=18&type=section&id=Dividends) The Board does not recommend the payment of any final dividend for the year ended March 31, 2024, consistent with 2023 - The Board does not recommend the payment of a final dividend for the year ended March 31, 2024[243](index=243&type=chunk) [Loss Per Share](index=19&type=section&id=Loss%20Per%20Share) For the year ended March 31, 2024, basic loss per share was HK$0.14, a significant narrowing from HK$0.87 in 2023. Diluted loss per share was the same as basic loss per share, as the exercise price of share options was higher than the average market price of the company's shares, thus having no dilutive effect Loss Per Share (HK$) | Indicator | 2024 | 2023 | | :--- | :--- | :--- | | Basic loss per share | (0.14) | (0.87) | | Diluted loss per share | (0.14) | (0.87) | - Basic loss per share is calculated based on the loss attributable to owners of the Company of **HK$170.7 million** and the weighted average number of ordinary shares in issue of **1,182.0 million** shares[245](index=245&type=chunk) - Diluted loss per share is the same as basic loss per share because the exercise price of share options was higher than the average market price of the shares, thus having no dilutive effect[246](index=246&type=chunk) [Financial Assets at Fair Value Through Other Comprehensive Income](index=19&type=section&id=Financial%20Assets%20at%20Fair%20Value%20Through%20Other%20Comprehensive%20Income) As of March 31, 2024, the Group held financial assets at fair value through other comprehensive income totaling HK$3.5 million, primarily comprising unlisted debt investments and a small amount of equity securities listed in Hong Kong. These investments are designated for long-term strategic purposes, with short-term fair value fluctuations not recognized in profit or loss Financial Assets at Fair Value Through Other Comprehensive Income (HK$ Thousand) | Item | 2024 | 2023 | | :--- | :--- | :--- | | Equity securities listed in Hong Kong | 25 | 1,128 | | Unlisted debt investments | 3,517 | 3,604 | | **Total** | **3,542** | **4,732** | - Listed equity investments are designated as at fair value through other comprehensive income because they are held for long-term strategic purposes, and short-term fair value fluctuations are not consistent with the profit or loss recognition strategy[247](index=247&type=chunk) - The business model for unlisted debt investments aims to collect contractual cash flows and sell financial assets simultaneously, thus classified as at fair value through other comprehensive income[255](index=255&type=chunk) [Intangible Assets](index=20&type=section&id=Intangible%20Assets) The Group's intangible assets include film production rights and applications, anime characters, indoor theme park operating rights, and trademarks. As of March 31, 2024, the carrying value of intangible assets was zero, primarily due to amortization and impairment losses recognized during the year. These assets all have finite useful lives and are amortized on a straight-line basis Carrying Value of Intangible Assets (HK$ Thousand) | Item | 2024 | 2023 | | :--- | :--- | :--- | | Film production rights and applications | – | 963 | | Anime characters | – | 997 | | Indoor theme park operating rights | – | 228 | | Trademarks | – | – | | **Total** | **–** | **2,188** | - Intangible assets include film production rights and applications (amortized over 2 to 5 years), anime characters (amortized over 5 years), indoor theme park operating rights (amortized over 10 years), and trademarks (amortized over 5 years)[68](index=68&type=chunk)[257](index=257&type=chunk)[259](index=259&type=chunk)[260](index=260&type=chunk)[261](index=261&type=chunk) [Interests in Associates](index=21&type=section&id=Interests%20in%20Associates) The Group holds interests in associates including Changzhou Joypolis, Triple Blessing, Shi Yun, and Jia Yu. Changzhou Joypolis primarily operates indoor theme parks, while Triple Blessing and Shi Yun mainly develop and license intellectual property. Jia Yu develops logistics and theme parks. Some associates face impairment risks due to lack of funds or market reasons, leading to the Group not recognizing further losses Carrying Value of Interests in Associates (HK$ Thousand) | Associate | 2024 | 2023 | | :--- | :--- | :--- | | Changzhou Joypolis | 2,926 | 2,941 | | Triple Blessing | – | – | | Shi Yun | – | – | | Jia Yu | 2,730 | 2,577 | | **Total** | **5,666** | **5,528** | - The Group holds a **48%** equity interest and voting rights in Triple Blessing and Shi Yun, but is only considered to have significant influence due to the lack of dominant voting power[262](index=262&type=chunk) - Triple Blessing and Shi Yun's intangible assets have been fully impaired due to failure to collect consideration from licensees and loss of contact[266](index=266&type=chunk)[268](index=268&type=chunk)[284](index=284&type=chunk) - Jia Yu has not commenced land development due to lack of funds and pandemic impact, with the recoverable amount of its land being approximately **HK$25.1 million**, and an impairment loss reversal of **HK$920,000** recognized[70](index=70&type=chunk)[71](index=71&type=chunk)[72](index=72&type=chunk) [Interests in a Joint Venture](index=25&type=section&id=Interests%20in%20a%20Joint%20Venture) The Group holds a 50% equity interest and voting rights in Kai Jing Global Limited, a joint venture in multimedia animation entertainment. As Kai Jing Global failed to collect any consideration from its licensee and lost contact, its intangible assets have been fully impaired, and the Group has not recognized further losses Carrying Value of Interests in a Joint Venture (HK$ Thousand) | Joint Venture | 2024 | 2023 | | :--- | :--- | :--- | | Kai Jing Global Limited | – | – | - Kai Jing Global holds intangible assets—anime characters, but failed to collect any consideration from licensee C and lost contact, leading to legal action being taken against them[80](index=80&type=chunk) - Kai Jing Global's intangible assets have been fully impaired, and the Group has not recognized further losses, as its share of losses has accumulated to its interest in the joint venture[79](index=79&type=chunk)[272](index=272&type=chunk) [Trade Receivables](index=26&type=section&id=Trade%20Receivables) As of March 31, 2024, the Group's net trade receivables amounted to HK$41.6 million, a decrease from 2023. The Group generally grants credit terms of 30 to 90 days to customers, with some strategic partners extending up to 180 days. Receivables overdue by more than 365 days have been provided for impairment, reflecting a significant increase in credit risk Trade Receivables (HK$ Thousand) | Item | 2024 | 2023 | | :--- | :--- | :--- | | Trade receivables | 269,739 | 268,248 | | Less: Accumulated impairment losses | (228,130) | (214,324) | | **Net** | **41,609** | **53,924** | Ageing Analysis of Trade Receivables (by invoice date, HK$ Thousand) | Ageing | 2024 | 2023 | | :--- | :--- | :--- | | 0 to 90 days | 34,071 | 29,211 | | 91 to 180 days | 280 | 10,888 | | 181 to 365 days | 6,592 | 7,276 | | Over 365 days | 666 | 6,550 | | **Total** | **41,609** | **53,924** | - As of March 31, 2024, total trade receivables overdue by more than 365 days, amounting to approximately **HK$225.7 million** (before impairment provision), were considered credit-impaired[306](index=306&type=chunk) [Other Receivables, Deposits and Prepayments](index=28&type=section&id=Other%20Receivables%2C%20Deposits%20and%20Prepayments) As of March 31, 2024, total other receivables, deposits, and prepayments amounted to HK$56.5 million, a decrease from 2023. This primarily included deposits for the acquisition of property, plant and equipment and deposits for theme park development projects. A portion of the theme park development deposits has been used for R&D expenses of the metaverse theme park Other Receivables, Deposits and Prepayments (HK$ Thousand) | Item | 2024 | 2023 | | :--- | :--- | :--- | | Rental deposits | 4,748 | – | | Prepayments | 50,169 | – | | **Total** | **56,540** | **63,818** | Deposits for acquisition of property, plant and equipment/Deposits for theme park development projects (HK$ Thousand) | Item | 2024 | 2023 | | :--- | :--- | :--- | | Deposits for acquisition of property, plant and equipment | 72,492 | 72,492 | | Deposits for theme park development projects | 50,000 | 54,400 | | **Total** | **122,492** | **126,892** | - Of the deposits for theme park development projects, **HK$4.4 million** has been utilized for research and development expenses of the metaverse theme park[277](index=277&type=chunk) [Trade Payables](index=29&type=section&id=Trade%20Payables) As of March 31, 2024, total trade payables amounted to HK$6.3 million, largely consistent with 2023. The average credit period for goods purchased ranges from 0 to 30 days Trade Payables (HK$ Thousand) | Item | 2024 | 2023 | | :--- | :--- | :--- | | Trade payables | 6,255 | 6,266 | | **Total** | **6,255** | **6,266** | Ageing Analysis of Trade Payables (by invoice date, HK$ Thousand) | Ageing | 2024 | 2023 | | :--- | :--- | :--- | | 0 to 30 days | 630 | 1,330 | | 31 to 60 days | 32 | – | | 61 to 90 days | 57 | – | | Over 90 days | 5,536 | 4,936 | | **Total** | **6,255** | **6,266** | [Amount Due to a Director](index=29&type=section&id=Amount%20Due%20to%20a%20Director) As of March 31, 2024, the amount due to a director was zero, compared to HK$25 thousand in 2023. This amount was unsecured, interest-free, and repayable on demand Amount Due to a Director (HK$ Thousand) | Item | 2024 | 2023 | | :--- | :--- | :--- | | Amount due to a director | – | 25 | - This amount was unsecured, interest-free, and repayable on demand[295](index=295&type=chunk) [Bank and Other Borrowings](index=29&type=section&id=Bank%20and%20Other%20Borrowings) As of March 31, 2024, total bank and other borrowings amounted to HK$205.3 million, a slight decrease from 2023. Of this, bank borrowings due within one year were HK$26.9 million, and other borrowings were HK$123.5 million. The company did not pledge bank deposits to secure bank financing Bank and Other Borrowings (HK$ Thousand) | Item | 2024 | 2023 | | :--- | :--- | :--- | | Bank borrowings and overdrafts | 80,490 | 100,249 | | Other borrowings | 124,841 | 113,115 | | **Total** | **205,331** | **213,364** | Carrying Amount of Bank Borrowings Repayable Within (HK$ Thousand) | Period | 2024 | 2023 | | :--- | :--- | :--- | | Within one year | 26,883 | 21,933 | | Over one year but not exceeding two years | 8,230 | 28,485 | | Over two years but not exceeding five years | 31,936 | 26,334 | | Over five years | 13,441 | 23,497 | | **Total** | **80,490** | **100,249** | Carrying Amount of Other Borrowings Repayable Within (HK$ Thousand) | Period | 2024 | 2023 | | :--- | :--- | :--- | | Within one year | 123,462 | 98,801 | | Over one year but not exceeding two years | 827 | 12,739 | | Over two years but not exceeding five years | 552 | 1,575 | | **Total** | **124,841** | **113,115** | - As of March 31, 2024, the Group had not pledged bank deposits to secure bank financing[88](index=88&type=chunk) [Events After the Reporting Period](index=31&type=section&id=Events%20After%20the%20Reporting%20Period) The company's restructuring plan with creditors was approved on June 27, 2023, and sanctioned by the Hong Kong High Court on March 19, 2024. The plan will become effective upon the fulfillment of all preconditions, including the completion of the subscription - The restructuring plan was approved by creditors at the scheme meeting on June 27, 2023, and sanctioned by the Hong Kong High Court on March 19, 2024[137](index=137&type=chunk) - The creditors' scheme will become effective upon the fulfillment of all preconditions, including the completion of the subscription[137](index=137&type=chunk) [Management Discussion and Analysis](index=32&type=section&id=Management%20Discussion%20and%20Analysis) This section reviews the Group's market performance in the theme park, gaming, and toy industries, and provides a detailed analysis of each business segment's operations. Management highlights the progress of debt restructuring and future business development strategies, including online-offline integration, VR technology application, and IP resource development. The financial review delves into the reasons for changes in revenue, costs, expenses, and losses, and discusses the company's capital structure, liquidity, and future investment plans [Industry Review](index=32&type=section&id=Industry%20Review) In 2023, the Japanese theme park industry saw a strong recovery, with innovative business models and intelligent transformation becoming key focuses. China's gaming market experienced slower growth and increased competition, with license approvals affecting new product launches, but the mobile gaming market share continued to rise, and the metaverse concept gained traction. The Chinese toy industry showed steady growth, with significant technological innovation, evolving consumer demands, and increased e-commerce sales, achieving notable success in overseas markets [Theme Park Business Market](index=32&type=section&id=Theme%20Park%20Business%20Market) In 2023, the Japanese theme park industry experienced a strong recovery, with operating rates and visitor numbers returning to pre-pandemic levels. Industry trends include innovative business models (such as immersive theme parks, VR gaming experience centers), investment in intelligent management systems, and the gradual implementation of green and environmental protection concepts - In 2023, the Japanese theme park industry experienced a strong recovery, with operating rates and visitor numbers returning to pre-pandemic levels[128](index=128&type=chunk)[140](index=140&type=chunk) - Innovative business models emerged in the industry, such as immersive theme parks and VR gaming experience centers, with increased investment in intelligent management systems[128](index=128&type=chunk) [Gaming Business](index=33&type=section&id=Gaming%20Business) In 2023, China's gaming market experienced slower growth, impacted by macroeconomic downturns and tighter regulations. Domestic game brands faced intensified competition, putting pressure on small and medium-sized enterprises. Slow license approvals hindered new product launches. The mobile gaming market share continued to increase, and the metaverse concept gained popularity, though practical applications still require technological breakthroughs - In 2023, the growth rate of China's gaming market total revenue slowed, with a year-on-year increase of approximately **5%**, significantly lower than the high growth rates of previous years[131](index=131&type=chunk) - Mobile games remained the primary growth driver in China's gaming market, accounting for over **70%** of total market revenue[89](index=89&type=chunk) - The metaverse concept gained significant attention, with gaming companies heavily investing in its development, but practical applications still require technological breakthroughs and increased consumer acceptance[169](index=169&type=chunk) [China Toy Industry](index=34&type=section&id=China%20Toy%20Industry) In 2023, China's toy industry showed steady growth, with continuous technological innovation (such as AR/VR applications) and product design improvements. Consumers showed strong demand for high-quality, educational, and eco-friendly toys. E-commerce sales significantly increased, and overseas market development achieved notable results, with some leading enterprises substantially increasing their international market share - Chinese toy companies increased investment in technological innovation, with emerging technologies like AR/VR becoming increasingly common in toy development[133](index=133&type=chunk) - The expansion of e-commerce channels drove an increase in online sales, with toy sales on major e-commerce platforms maintaining rapid growth[133](index=133&type=chunk) - Chinese toy manufacturers actively expanded into overseas markets, maintaining a strong growth trend in sales performance, with some leading enterprises significantly increasing their international market share[93](index=93&type=chunk) [Business Review](index=35&type=section&id=Business%20Review) In its anime derivative product trading business, the Group maintained stability amidst fierce competition by adjusting sales strategies and providing value-added services. For indoor theme park operations, the new JOYPOLIS SPORTS park is expected to open in Kai Tak, Hong Kong, in December 2024, and existing parks have fully resumed operations. IP projects in multimedia animation entertainment have resumed and are undergoing commercial negotiations to expand into peripheral areas such as theme parks, online live streaming, and virtual platforms [Anime Derivative Product Trading Business](index=35&type=section&id=Anime%20Derivative%20Product%20Trading%20Business) Despite global inflation and rising operating costs, the prevalence of trendy toys and IP culture drove overall order volumes in the anime derivative products market. The Group maintained steady progress amidst market competition by adjusting sales strategies and providing high-quality value-added services - The prevalence of trendy toys and IP culture drove overall order volumes in the anime derivative products market, but intense market competition led to price reductions by peers[305](index=305&type=chunk) - The Group maintained steady progress in its trading business by adjusting sales strategies and providing high-quality value-added services, while reviewing operating costs and benefits[305](index=305&type=chunk) [Indoor Theme Park Business](index=35&type=section&id=Indoor%20Theme%20Park%20Business) The Group is collaborating with investors to open a new JOYPOLIS SPORTS park, expected in Kai Tak, Hong Kong, in December 22024. Existing CA SEGA branded parks (including SEGA JOYPOLIS in Tokyo and Sendai, Japan, and JOYPOLIS in Shanghai, China) have fully resumed operations but still face challenges from global economic instability - The new JOYPOLIS SPORTS park is expected to open in Kai Tak, Hong Kong, in December 2024[109](index=109&type=chunk)[127](index=127&type=chunk) - The Group's CA SEGA branded parks (Tokyo, Sendai in Japan, and Shanghai in China) have fully resumed operations but still face challenges from global economic instability[109](index=109&type=chunk) [Multimedia Animation Entertainment Business](index=35&type=section&id=Multimedia%20Animation%20Entertainment%20Business) The Group's business partners have resumed IP projects and are conducting commercial negotiations, aiming to expand into peripheral areas such as theme parks, online live streaming, and virtual platforms - The Group's business partners have resumed IP projects and are conducting commercial negotiations to expand into peripheral areas such as theme parks, online live streaming, and virtual platforms[110](index=110&type=chunk) [Business Outlook](index=36&type=section&id=Business%20Outlook) Upon completion of debt restructuring, the Group expects to relaunch with Meta JOYPOLIS online business, virtual theme parks, big data platforms, online social media, trendy toy platforms, and enhanced CA SEGA JOYPOLIS operations and gaming systems. Future plans include continued development of virtual reality parks, enriching anime IP resources, and leveraging an app to divert offline park visitors to online trendy toy platforms, achieving online-offline synergistic development - Upon completion of debt restructuring, the Group will relaunch with Meta JOYPOLIS online business, virtual theme parks, big data platforms, online social media, trendy toy platforms, and enhanced CA SEGA JOYPOLIS operations and gaming systems[113](index=113&type=chunk) - The Group will continue to develop various types of CA SEGA JOYPOLIS theme parks (including metaverse-themed virtual reality parks) and launch IP-themed parks and attractions through rich anime IP resources[113](index=113&type=chunk) - The Group plans to use an app to divert offline park visitors to online trendy toy platforms, set up IP trendy toy exclusive zones in indoor parks, and organize IP touring exhibitions and influencer live streams to achieve online-offline synergy[114](index=114&type=chunk) [Financial Review](index=37&type=section&id=Financial%20Review) The Group's revenue for the year ended March 31, 2024, slightly increased by 1.0%, gross profit surged by 178.4%, and gross margin significantly improved. The substantial narrowing of losses was primarily due to significant reductions in selling and distribution expenses, R&D expenses, impairment losses under the expected credit loss model, and losses from associates and a joint venture. Other income significantly decreased due to a lease waiver gain in the prior year [Revenue](index=37&type=section&id=Revenue) For the year ended March 31, 2024, revenue slightly increased by 1.0% to HK$364.0 million, primarily due to a HK$29.8 million increase in revenue from the establishment and operation of indoor theme parks. Revenue from anime derivative product sales decreased by 14.2%, while indoor theme park revenue increased by 15.0%. Visitor numbers significantly decreased by 41.7% Revenue Overview (HK$ Thousand) | Indicator | 2024 | 2023 | | :--- | :--- | :--- | | Revenue | 364,028 | 360,302 | | Revenue from sale of anime derivative products | 148,000 | 172,400 | | Revenue from establishment and operation of indoor theme parks | 216,000 | 187,900 | Visitor Numbers (Thousands) | Region | 2024 | 2023 | | :--- | :--- | :--- | | China | 368 | 553 | | Japan | 380 | 606 | | **Total** | **748** | **1,159** | - Multimedia animation entertainment revenue increased from zero in 2023 to approximately **HK$3,000** in 2024, including anime character licensing and VR game experience center ticket sales[143](index=143&type=chunk) [Gross Profit and Gross Margin](index=38&type=section&id=Gross%20Profit%20and%20Gross%20Margin) The Group's gross profit significantly increased by 178.4% to HK$55.4 million, with gross margin improving from 5.5% to 15.2%. This was primarily attributable to a reduction in cost of sales and services for the theme park segment Gross Profit and Gross Margin Overview | Indicator | 2024 | 2023 | | :--- | :--- | :--- | | Gross Profit (HK$ Thousand) | 55,376 | 19,940 | | Gross Margin (%) | 15.2 | 5.5 | - Gross profit and gross margin significantly increased, primarily due to a reduction in cost of sales and services recognized by the theme park segment for the year ended March 31, 2024[156](index=156&type=chunk) [Other Income](index=38&type=section&id=Other%20Income) Other income significantly decreased from HK$16.4 million in 2023 to HK$0.6 million in 2024, primarily because Shanghai JOYPOLIS received a HK$11.5 million waiver of lease payable in 2023, with no such gain in 2024 Other Income (HK$ Thousand) | Item | 2024 | 2023 | | :--- | :--- | :--- | | Other income | 586 | 16,429 | - The decrease in other income was mainly due to Shanghai JOYPOLIS receiving a **HK$11.5 million** waiver of lease payable in 2023, with no such gain in 2024[157](index=157&type=chunk) [Cost of Sales and Services](index=38&type=section&id=Cost%20of%20Sales%20and%20Services) Cost of sales and services decreased by 9.3% from HK$340.4 million in 2023 to HK$308.7 million in 2024, primarily due to reduced depreciation and amortization of theme park assets Cost of Sales and Services (HK$ Thousand) | Item | 2024 | 2023 | | :--- | :--- | :--- | | Cost of sales and services | 308,652 | 340,362 | - The decrease in cost of sales and services was mainly due to a reduction in depreciation and amortization of theme park assets for the year ended March 31, 2024[144](index=144&type=chunk) [Other Gains and Losses](index=39&type=section&id=Other%20Gains%20and%20Losses) The Group recorded losses of approximately HK$13.0 million in 2024, compared to gains of approximately HK$3.0 million in 2023. This change was primarily due to an increase in net losses from write-offs and disposals of property, plant and equipment of approximately HK$9.9 million, and net losses from put options granted to non-controlling interests of approximately HK$4.1 million Other Gains and Losses (HK$ Thousand) | Item | 2024 | 2023 | | :--- | :--- | :--- | | Other gains and losses | (12,959) | 2,957 | - The increase in loss was mainly due to an increase in net loss from write-offs and disposals of property, plant and equipment of approximately **HK$9.9 million**, and a net loss from put options granted to non-controlling interests of approximately **HK$4.1 million**[145](index=145&type=chunk) [Selling and Distribution Expenses](index=39&type=section&id=Selling%20and%20Distribution%20Expenses) Selling and distribution expenses significantly decreased by 68.1% from HK$69.2 million in 2023 to HK$22.1 million in 2024, with its percentage of revenue falling from 19.2% to 6.1%. The reduction was primarily due to a decrease in marketing expenses of approximately HK$42.5 million Selling and Distribution Expenses (HK$ Thousand) | Item | 2024 | 2023 | | :--- | :--- | :--- | | Selling, marketing and distribution expenses | (22,050) | (69,198) | - The decrease in selling and distribution expenses was mainly due to a reduction in marketing expenses of approximately **HK$42.5 million**[146](index=146&type=chunk) [Research and Development Expenses](index=39&type=section&id=Research%20and%20Development%20Expenses) Research and development expenses significantly decreased from HK$262.6 million in 2023 to HK$14.9 million in 2024. This substantial reduction was due to the Group's inability to raise funds to cover related expenses, only being able to issue bonds to service providers, which hindered the original online business development strategy Research and Development Expenses (HK$ Thousand) | Item | 2024 | 2023 | | :--- | :--- | :--- | | Research and development expenses | (14,907) | (262,570) | - The significant decrease in research and development expenses was due to the Group's inability to raise funds to cover related expenses, only being able to issue bonds to service providers[147](index=147&type=chunk) - The original strategy was to develop online businesses, including Meta JOYPOLIS, virtual theme parks, big data platforms, online social media, trendy toy platforms, and enhance CA SEGA JOYPOLIS operations and gaming systems[147](index=147&type=chunk) [Impairment Losses Under Expected Credit Loss Model](index=39&type=section&id=Impairment%20Losses%20Under%20Expected%20Credit%20Loss%20Model) For the year ended March 31, 2024, impairment losses (net of reversal) under the expected credit loss model amounted to approximately HK$11.9 million, a significant decrease from HK$283.7 million in 2023. This primarily included impairment losses on trade receivables and impairment loss reversals on other receivables and deposits Impairment Losses Under Expected Credit Loss Model (HK$ Thousand) | Item | 2024 | 2023 | | :--- | :--- | :--- | | Impairment losses under expected credit loss model, net of reversal | (11,876) | (283,743) | - Impairment losses included impairment losses on trade receivables of approximately **HK$13.8 million** (2023: **HK$115.6 million**), and impairment loss reversals on other receivables and deposits of approximately **HK$2.0 million** (2023: **HK$167.6 million**)[150](index=150&type=chunk) [Loss Attributable to Owners of the Company](index=40&type=section&id=Loss%20Attributable%20to%20Owners%20of%20the%20Company) Loss attributable to owners of the Company significantly decreased by 83.5% from HK$1,033.6 million in 2023 to HK$170.7 million in 2024. This was primarily due to reduced impairment losses on property, plant and equipment, right-of-use assets, and intangible assets, decreased impairment losses on severely overdue receivables, reduced selling, marketing and distribution expenses, R&D expenses, and administrative expenses, as well as lower share of losses from a joint venture and associates Loss Attributable to Owners of the Company (HK$ Thousand) | Item | 2024 | 2023 | | :--- | :--- | :--- | | Loss attributable to owners of the Company | (170,679) | (1,033,575) | - The significant reduction in loss was mainly due to: (i) a decrease in impairment losses on property, plant and equipment, right-of-use assets, and intangible assets of approximately **HK$45.3 million**; (ii) a decrease in impairment losses on severely overdue receivables of approximately **HK$271.9 million**; (iii) a decrease in selling, marketing and distribution expenses of approximately **HK$41.7 million**; (iv) a decrease in research and development expenses of approximately **HK$247.7 million**; (v) a decrease in share of losses from a joint venture and associates of approximately **HK$185.8 million**; and (vi) a decrease in administrative expenses of approximately **HK$82.7 million**[151](index=151&type=chunk) [Deposits for Acquisition of Property, Plant and Equipment](index=40&type=section&id=Deposits%20for%20Acquisition%20of%20Property%2C%20Plant%20and%20Equipment) Deposits for the acquisition of property, plant and equipment decreased by HK$7.3 million from HK$63.8 million in 2023 to HK$56.5 million in 2024 Deposits for Acquisition of Property, Plant and Equipment (HK$ Thousand) | Item | 2024 | 2023 | | :--- | :--- | :--- | | Deposits for acquisition of property, plant and equipment | 56,500 | 63,800 | [Use of Net Proceeds from Global Offering](index=41&type=section&id=Use%20of%20Net%20Proceeds%20from%20Global%20Offering) The net proceeds of approximately HK$298.6 million from the company's 2015 global offering were fully utilized as of March 31, 2024. Funds were primarily used for capital expenditure and working capital for Shanghai JOYPOLIS, investment or acquisition of anime-related companies, development of music anime concerts, and repayment of bonds and related expenses - The net proceeds of approximately **HK$298.6 million** from the company's 2015 global offering were fully utilized as of March 31, 2024[174](index=174&type=chunk) Use of Net Proceeds from Global Offering (HK$ Million) | Purpose | Intended Use (%) | Intended Use (HK$ Million) | Actual Utilized (HK$ Million) | Unutilized (HK$ Million) | | :--- | :--- | :--- | :--- | :--- | | Capital expenditure and working capital for Shanghai JOYPOLIS | 40.0 | 119.4 | 119.4 | – | | Potential investment or acquisition of anime-related companies | 15.3 | 45.7 | 45.7 | – | | Development of music anime concerts | 20.0 | 59.7 | 59.7 | – | | Working capital and general corporate purposes | 22.8 | 68.1 | 68.1 | – | | Repayment of bonds, interest and related expenses | 1.9 | 5.7 | 5.7 | – | | **Total** | **100.0** | **298.6** | **298.6** | **–** | [Capital Structure, Liquidity and Financial Resources](index=42&type=section&id=Capital%20Structure%2C%20Liquidity%20and%20Financial%20Resources) As of March 31, 2024, the company's authorized share capital was HK$500.0 million, with issued share capital of approximately HK$118.2 million. Cash and bank balances were approximately HK$11.7 million, a decrease from the prior year. The gearing ratio was approximately 258.7%, an increase from the prior year, indicating increased financial leverage. The company plans to enhance revenue streams through theme park licensing models, online theme park membership systems, VR technology, and anime IP derivative product sales - As of March 31, 2024, the company's authorized share capital was **HK$500.0 million**, with issued share capital of approximately **HK$118.2 million**[155](index=155&type=chunk) - Cash and bank balances were approximately **HK$11.7 million**, a decrease from **HK$36.2 million** in 2023, primarily due to loans obtained in the prior year[162](index=162&type=chunk) - The gearing ratio (calculated as bank and other borrowings, lease liabilities, guaranteed notes, and bonds divided by total assets) was approximately **258.7%** (2023: **195.6%**)[176](index=176&type=chunk) - The company plans to enhance revenue streams through theme park licensing models, online theme park membership systems, VR technology, and anime IP derivative product sales[177](index=177&type=chunk) [Future Plans for Material Investments and Capital Assets](index=42&type=section&id=Future%20Plans%20for%20Material%20Investments%20and%20Capital%20Assets) The Board believes that by promoting anime cultural technology, the company can gain more profitable opportunities in 'culture + property' projects, collaborating with the Chinese government and property developers to develop the anime cultural technology industry, achieving greater project returns with low-cost investment - The Board believes that by promoting anime cultural technology, the company can gain more high-quality 'culture + property' project profit opportunities[101](index=101&type=chunk) - The company plans to collaborate with the Chinese government and other property developers or investors to develop the anime cultural technology industry in various regions of China, aiming for greater project returns with low-cost investment[101](index=101&type=chunk) [Mortgages and Charges](index=43&type=section&id=Mortgages%20and%20Charges) As of March 31, 2024, the Group had not pledged bank deposits to secure bank financing - As of March 31, 2024, the Group had not pledged bank deposits to secure bank financing[88](index=88&type=chunk) [Contingent Liabilities](index=43&type=section&id=Contingent%20Liabilities) As of March 31, 2024, the Group had no significant contingent liabilities - As of March 31, 2024, the Group had no significant contingent liabilities[165](index=165&type=chunk) [Foreign Exchange Risk](index=43&type=section&id=Foreign%20Exchange%20Risk) There have been no significant changes in the Group's policy regarding exchange rate risk. Transactions are primarily denominated in HKD, RMB, JPY, or USD. Management closely monitors foreign exchange risk and considers using hedging instruments when appropriate - There have been no significant changes in the Group's policy regarding exchange rate risk[179](index=179&type=chunk) - The Group's transactions are primarily denominated in HKD, RMB, JPY, or USD, and management closely monitors foreign exchange risk and considers using hedging instruments[179](index=179&type=chunk) [Significant Events After the Reporting Period](index=43&type=section&id=Significant%20Events%20After%20the%20Reporting%20Period) The company's restructuring plan with creditors was approved on June 27, 2023, and sanctioned by the Hong Kong High Court on March 19, 2024. The plan will become effective upon the fulfillment of all preconditions, including the completion of the subscription - The restructuring plan was approved by creditors on June 27, 2023, and sanctioned by the Hong Kong High Court on March 19, 2024[166](index=166&type=chunk) - The creditors' scheme will become effective upon the fulfillment of all preconditions, including the completion of the subscription[166](index=166&type=chunk) [Other Information](index=44&type=section&id=Other%20Information) This section covers the company's environmental policy, employee and remuneration policies, securities trading, corporate governance practices, audit committee responsibilities, excerpts from the independent auditor's report (including material uncertainties related to going concern), and general information such as the annual general meeting and publication of the annual report [Environmental Policy](index=44&type=section&id=Environmental%20Policy) The Group is committed to environmental protection, adhering to recycling and energy-saving principles, and encouraging employees to support environmental practices in the office, such as using recycled paper and turning off idle lights and appliances to reduce power consumption - The Group is committed to environmental protection, adhering to recycling and energy-saving principles[181](index=181&type=chunk) - Employees are encouraged to support environmental protection in the office, including using recycled paper and turning off idle lights and appliances[181](index=181&type=chunk) [Employees and Remuneration Policy](index=44&type=section&id=Employees%20and%20Remuneration%20Policy) As of March 31, 2024, the Group had 203 employees, a decrease from the prior year. Total employee remuneration, benefits in kind, and retirement scheme contributions amounted to approximately HK$75.5 million, a slight increase. Remuneration packages are determined by reference to employee experience, qualifications, and market conditions, with training and share option schemes provided to incentivize staff Number of Employees and Remuneration (HK$ Thousand) | Indicator | 2024 | 2023 | | :--- | :--- | :--- | | Number of Employees | 203 | 301 | | Employee remuneration, benefits in kind and retirement scheme contributions | 75,500 | 72,500 | - Remuneration packages are determined by reference to individual employees' experience and qualifications, as well as overall market conditions[182](index=182&type=chunk) - The company has a share option scheme to provide incentives and rewards to eligible directors and employees; as of March 31, 2024, **42,910,000** share options lapsed[182](index=182&type=chunk) [Purchase, Sale or Redemption of Securities](index=44&type=section&id=Purchase%2C%20Sale%20or%20Redemption%20of%20Securities) Save for the repayment of guaranteed notes and placement of bonds as disclosed in the 'Capital Structure, Liquidity and Financial Resources' section of this announcement, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's securities for the year ended March 31, 2024 - Save for the repayment of guaranteed notes and placement of bonds, neither the company nor its subsidiaries purchased, sold, or redeemed any of the company's securities for the year ended March 31, 2024[194](index=194&type=chunk) [Audit Committee and Review of Financial Information](index=44&type=section&id=Audit%20Committee%20and%20Review%20of%20Financial%20Information) The Audit Committee, comprising three independent non-executive directors, has reviewed the Group's audited consolidated financial statements, accounting principles, and practices for the year ended March 31, 2024, and discussed audit, risk management, internal control, and financial reporting matters with management. The Committee believes the annual financial results comply with relevant accounting standards, rules, and regulations - The Audit Committee, comprising three independent non-executive directors, has reviewed the Group's audited consolidated financial statements and accounting principles for the year ended March 31, 2024[195](index=195&type=chunk)[301](index=301&type=chunk) - The Committee has discussed audit, risk management, internal control, and financial reporting matters with management, and believes the annual financial results comply with relevant accounting standards, rules, and regulations[195](index=195&type=chunk)[303](index=303&type=chunk) - The Group's auditor, W. H. Tang & Co. Certified Public Accountants Limited, has reconciled the financial figures in the preliminary announcement with the audited consolidated financial statements[199](index=199&type=chunk) [Compliance with Corporate Governance Code](index=45&type=section&id=Compliance%20with%20Corporate%20Governance%20Code) The Group is committed to maintaining high standards of corporate governance and has adopted the Corporate Governance Code in Appendix 14 of the Listing Rules. Although the roles of Chairman and Chief Executive Officer are held by the same individual, deviating from Code Provision C.2.1, the Board believes this dual role model is more efficient and will review the current structure at an appropriate time - The Group has adopted the Corporate Governance Code in Appendix 14 of the Listing Rules, committed to maintaining high standards of corporate governance[184](index=184&type=chunk) - The roles of Chairman and Chief Executive Officer are held by the same individual, deviating from Code Provision C.2.1, but the Board believes this model is more efficient and will review it at an appropriate time[171](index=171&type=chunk)[196](index=196&type=chunk) [Compliance with Model Code for Securities Transactions](index=46&type=section&id=Compliance%20with%20Model%20Code%20for%20Securities%20Transactions) The company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers in Appendix 10 of the Listing Rules as its code of conduct for directors' securities transactions. Following inquiry, all directors confirmed full compliance with the Model Code for the year ended March 31, 2024 - The company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers in Appendix 10 of the Listing Rules as its code of conduct for directors' securities transactions[103](index=103&type=chunk) - All directors confirmed full compliance with the required standards set out in the Model Code for the year ended March 31, 2024[103](index=103&type=chunk) [Final Dividend](index=46&type=section&id=Final%20Dividend) The Board resolved not to recommend the payment of any final dividend for the year ended March 31, 2024 - The Board resolved not to recommend the payment of any final dividend for the year ended March 31, 2024[91](index=91&type=chunk)[197](index=197&type=chunk) [Extract of Independent Auditor's Report](index=47&type=section&id=Extract%20of%20Independent%20Auditor%27s%20Report) The independent auditor issued a disclaimer of opinion on the Group's consolidated financial statements for the year ended March 31, 2024, primarily due to material uncertainties related to the going concern assumption. The company faces substantial losses, net current liabilities, and significant overdue debts, with its ability to continue as a going concern dependent on the success of debt restructuring, new fundraising, and effective cost control measures, all of which involve significant uncertainties [Basis for Disclaimer of Opinion](index=47&type=section&id=Basis%20for%20Disclaimer%20of%20Opinion) The auditor could not conclude on the appropriateness of the going concern basis of accounting due to a lack of detailed analysis from management. The validity of the going concern assumption depends on the successful completion of debt restructuring, the acquisition of additional new funds, the successful dismissal of statutory demands, and effective cost control measures, all of which involve material uncertainties - The auditor could not conclude on the appropriateness of the going concern basis of accounting due to a lack of detailed analysis from management[201](index=201&type=chunk) - The validity of the going concern assumption depends on the successful completion of debt restructuring, the acquisition of additional new funds, the successful dismissal of statutory demands, and effective cost control measures[191](index=191&type=chunk)[201](index=201&type=chunk) [Material Uncertainty Related to Going Concern](index=47&type=section&id=Material%20Uncertainty%20Related%20to%20Going%20Concern) The Group recorded a net loss of approximately HK$170.3 million, net current liabilities of approximately HK$1,123.6 million, and net liabilities of approximately HK$1,045.3 million. Total bank and other borrowings, bonds payable, and guaranteed notes amounted to approximately HK$951.4 million, of which approximately HK$887.7 million was due or will mature within the next twelve months, while cash and cash equivalents were only approximately HK$11.7 million. These conditions constitute a material uncertainty regarding the ability to continue as a going concern - The Group recorded a **net loss of approximately HK$170.3 million**, **net current liabilities of approximately HK$1,123.6 million**, and **net liabilities of approximately HK$1,045.3 million**[189](index=189&type=chunk) - Total bank and other borrowings, bonds payable, and guaranteed notes amounted to approximately **HK$951.4 million**, of which approximately **HK$887.7 million** was due or will mature within the next twelve months, while cash and cash equivalents were only approximately **HK$11.7 million**[189](index=189&type=chunk) - These conditions, along with other matters, indicate the existence of a material uncertainty that may cast significant doubt on the Group's ability to continue as a going concern[200](index=200&type=chunk) [Annual General Meeting](index=48&type=section&id=Annual%20General%20Meeting) The upcoming Annual General Meeting will be held on August 28, 2024. The notice of the Annual General Meeting and all other relevant documents will be published and dispatched to shareholders - The upcoming Annual General Meeting will be held on Wednesday, August 28, 2024[202](index=202&type=chunk) - The notice of the Annual General Meeting and all other relevant documents will be published and dispatched to shareholders[202](index=202&type=chunk) [Closure of Register of Members](index=49&type=section&id=Closure%20of%20Register%20of%20Members) To determine the right to attend and vote at the Annual General Meeting on August 28, 2024, the company will suspend the registration of share transfers from August 23, 2024, to August 28, 2024. All share transfer documents must be lodged with Hong Kong Central Share Registrar Services Limited by 4:30 p.m. on August 22, 2024, for registration - To determine the right to attend and vote at the Annual General Meeting, the company will suspend the registration of share transfers from August 23, 2024, to August 28, 2024 (both dates inclusive)[208](index=208&type=chunk) - All share transfer documents must be lodged with Hong Kong Central Share Registrar Services Limited by 4:30 p.m. on August 22, 2024, for registration[208](index=208&type=chunk) [Public Float](index=49&type=section&id=Public%20Float) As of the date of this annual results announcement, the company's issued shares maintained a sufficient public float as required by the Listing Rules - As of the date of this annual results announcement, the company's issued shares maintained a sufficient public float as required by the Listing Rules[204](index=204&ty