[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

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

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

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

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） 截 至2023年3月31日 止 年 度 的 年 度 業 績 公 告 2023年3月31日財務摘要 － 截至2023年3月31日止年度的收入為約360.3百萬港元，較截至2022年3月31 日止年度的約453.1百萬港元減少約20.5%。 － 截至2023年3月31日止年度的毛利為約19.9百萬港元，較截至2022年3月31 日止年度的約62.7百萬港元大幅減少約68.3%。截至2023年3月31日止年度 的 毛 利 率 為 約5.5%，較 截 至2022年3月31日 止 年 度 的 約13.8%大 幅 減 少 約 60.1%。 － 本公司擁有人應佔虧損為約1,033.6百萬港元，而截至2022年3月31日止年 度則為約1,05 ...

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） 截 至2023年3月31日 止 年 度 的 年 度 業 績 公 告 2023年3月31日財務摘要 － 截至2023年3月31日止年度的收入為約360.3百萬港元，較截至2022年3月31 日止年度的約453.1百萬港元減少約20.5%。 － 截至2023年3月31日止年度的毛利為約19.9百萬港元，較截至2022年3月31 日止年度的約62.7百萬港元大幅減少約68.3%。截至2023年3月31日止年度 的 毛 利 率 為 約5.5%，較 截 至2022年3月31日 止 年 度 的 約13.8%大 幅 減 少 約 60.1%。 － 本公司擁有人應佔虧損為約1,033.6百萬港元，而截至2022年3月31日止年 度則為約1,05 ...

Financial Performance - The company reported non-current assets of HKD 70,862,000 as of September 30, 2022, down from HKD 93,912,000 as of March 31, 2022, representing a decrease of approximately 24.5%[4] - Financial assets measured at fair value through other comprehensive income increased to HKD 13,223,000 from HKD 12,825,000, reflecting a growth of about 3.1%[4] - The company’s rental deposits decreased to HKD 12,567,000 from HKD 15,835,000, indicating a decline of approximately 20.5%[4] - Pledged bank deposits slightly decreased to HKD 3,365,000 from HKD 3,725,000, a reduction of about 9.7%[4] Corporate Actions - The company announced a temporary suspension of trading on December 13, 2022, pending the release of an announcement regarding insider information related to a potential acquisition[5]

2022/23 (於開曼群島註冊成立的有限公司) (股份代號:1566) | 公司資料 | 2 | | --- | --- | | 簡明綜合損益及其他全面收益表 | 3 | | 簡明綜合財務狀況表 | 4 | | 簡明綜合權益變動表 | 6 | | 簡明綜合現金流量表 | 7 | | 簡明綜合財務報表附註 | 8 | | 管理層討論及分析 | 25 | | 其他資料 | 33 | 公司資料 註冊辦事處 Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands 香港主要營業地點 香港 灣仔 港灣道26號 華潤大廈 29樓2905室 中國主要營業地點 中華人民共和國（「中國」） 深圳 龍崗區 龍城街道友誼路 華夏動漫創意產業園 公司網址 www.animatechina.com 執行董事 莊向松先生（前稱庄向松先生） 熊浩先生 劉茉香女士 丁家輝先生（於2022年6月15日辭任） 獨立非執行董事 倪振良先生 王國鎮先生（於2022年11月3日獲委任） 洪木明先生 曾華光先生（於2022年11月3日辭任） 董事會 ...

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） 截 至2022年3月31日止年度的未經審核年度業績公告 2022年3月31日財務摘要 – 1 – － 截 至2022年3月31日止年度的收入為約453.1百 萬 港 元，較 截 至2021年3月31 日止年度的約478.3百萬港元減少約5.3%。 － 截 至2022年3月31日止年度的毛利為約63.4百 萬 港 元，較 截 至2021年3月31 日止年度的約167.7百萬港元大幅減少約62.2%。截 至2022年3月31日止年 度的毛利率為約14.0%，較 截 至2021年3月31日止年度的約35.1%大幅減少 約21.1%。 － 本公司擁有人應佔虧損為約37 ...

[Company Information](index=3&type=section&id=Company%20Information) This section provides fundamental corporate details, including the company's registration, listing status, primary business activities, and key personnel. [Company Basic Information](index=3&type=section&id=Company%20Basic%20Information) The company was incorporated in the Cayman Islands, with its shares listed on the Main Board of the Hong Kong Stock Exchange, primarily engaged in anime derivative product trading, indoor theme park operation, and multimedia animation entertainment. - The company was incorporated as an exempted company in the Cayman Islands on **September 25, 2013**, and its shares are listed on the Main Board of The Stock Exchange of Hong Kong Limited[21](index=21&type=chunk) - The company is an investment holding company, with its subsidiaries primarily engaged in anime derivative product trading, establishing and operating indoor theme parks, and multimedia animation entertainment[21](index=21&type=chunk) - Executive Directors include Mr. Zhuang Xiangsong (formerly known as Mr. Zhuang Xiangsong), Mr. Ding Jiahui, and Ms. Liu Moxiang; Independent Non-executive Directors include Mr. Ni Zhenliang, Mr. Zeng Huaguang, and Mr. Hong Muming[4](index=4&type=chunk) [Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=4&type=section&id=Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) This section presents the company's financial performance, highlighting significant revenue growth but a decline in profit for the period due to a one-off gain in the prior year. [Profit or Loss Overview](index=4&type=section&id=Profit%20or%20Loss%20Overview) For the six months ended September 30, 2021, the company's revenue significantly increased by **79.4%** to **HKD 309,274 thousand**, with gross profit growing by **80.4%** to **HKD 68,886 thousand**; however, profit for the period decreased by **17.4%** to **HKD 15,224 thousand** due to a large fair value gain on financial assets at fair value through profit or loss recognized in the prior year, resulting in basic earnings per share of **HKD 0.02**. Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income Key Data (For the six months ended September 30) | Indicator | 2021 (HKD thousands) | 2020 (HKD thousands) | | :--- | :--- | :--- | | Revenue | 309,274 | 172,374 | | Cost of sales and services | (240,388) | (134,205) | | Gross profit | 68,886 | 38,169 | | Other income | 3,503 | 7,073 | | Other gains and losses | 1,108 | 42,615 | | Profit before tax | 27,095 | 20,155 | | Taxation | (11,871) | (1,707) | | Profit for the period | 15,224 | 18,448 | | Profit for the period attributable to owners of the Company | 19,376 | 25,525 | | Basic earnings per share (HKD) | 0.02 | 0.03 | - Revenue increased by **79.4%** year-on-year, primarily driven by the recovery and growth of anime derivative product sales and indoor theme park businesses[7](index=7&type=chunk) - Profit for the period decreased mainly due to the recognition of a **HKD 50,272 thousand** fair value gain on financial assets at fair value through profit or loss in the prior corresponding period, with no such gain in the current period[7](index=7&type=chunk)[38](index=38&type=chunk) [Condensed Consolidated Statement of Financial Position](index=5&type=section&id=Condensed%20Consolidated%20Statement%20of%20Financial%20Position) This section details the company's financial position, showing increases in total assets, net current assets, and net assets driven by increased liquidity and equity. [Assets, Liabilities, and Equity Position](index=5&type=section&id=Assets%2C%20Liabilities%2C%20and%20Equity%20Position) As of September 30, 2021, the company's total assets increased by **8.1%** to **HKD 2,388,789 thousand** compared to March 31, 2021, primarily driven by an increase in current assets, with net current assets significantly growing by **165.8%** to **HKD 331,515 thousand**, and net assets increasing by **20.8%** to **HKD 1,413,777 thousand** due to higher share capital and reserves. Condensed Consolidated Statement of Financial Position Key Data (As of September 30) | Indicator | September 30, 2021 (HKD thousands) | March 31, 2021 (HKD thousands) | | :--- | :--- | :--- | | Non-current assets | 1,526,247 | 1,481,916 | | Current assets | 862,542 | 727,034 | | Current liabilities | (531,027) | (602,301) | | Net current assets | 331,515 | 124,733 | | Total assets less current liabilities | 1,857,762 | 1,606,649 | | Non-current liabilities | (443,985) | (436,308) | | Net assets | 1,413,777 | 1,170,341 | | Equity attributable to owners of the Company | 1,419,744 | 1,172,543 | | Total equity | 1,413,777 | 1,170,341 | - Net current assets significantly increased from **HKD 124,733 thousand** as of March 31, 2021, to **HKD 331,515 thousand** as of September 30, 2021, representing a **165.8%** increase[10](index=10&type=chunk) - Net assets increased from **HKD 1,170,341 thousand** as of March 31, 2021, to **HKD 1,413,777 thousand** as of September 30, 2021, an increase of **20.8%**[12](index=12&type=chunk) [Condensed Consolidated Statement of Changes in Equity](index=7&type=section&id=Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Equity) This section outlines the movements in the company's total equity, primarily driven by profit for the period, other comprehensive income, and new share issuance. [Analysis of Changes in Equity](index=7&type=section&id=Analysis%20of%20Changes%20in%20Equity) For the six months ended September 30, 2021, the company's total equity increased from **HKD 1,170,341 thousand** at the beginning of the period to **HKD 1,413,777 thousand** at the end, with key changes including profit for the period of **HKD 15,224 thousand**, other comprehensive income of **HKD 2,952 thousand**, and an increase of **HKD 225,260 thousand** from new share issuance. Condensed Consolidated Statement of Changes in Equity Key Data (For the six months ended September 30) | Indicator | 2021 (HKD thousands) | 2020 (HKD thousands) | | :--- | :--- | :--- | | Total equity at beginning of period | 1,170,341 | 942,902 | | Profit for the period | 15,224 | 18,448 | | Other comprehensive income for the period | 2,952 | 17,574 | | Issue of new shares | 225,260 | 121,833 | | Total equity at end of period | 1,413,777 | 1,100,757 | - The issuance of new shares contributed an increase of **HKD 225,260 thousand** to equity in the current period, which is one of the main drivers of the growth in total equity[15](index=15&type=chunk) - Profit for the period attributable to owners of the Company was **HKD 19,376 thousand**, while loss attributable to non-controlling interests was **HKD 4,152 thousand**[15](index=15&type=chunk) [Condensed Consolidated Statement of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) This section analyzes the company's cash flows, indicating improved operating cash flow but net cash outflows from investing and financing activities, leading to a net decrease in cash and cash equivalents. [Cash Flow Analysis](index=8&type=section&id=Cash%20Flow%20Analysis) For the six months ended September 30, 2021, net cash from operating activities was **HKD 36,429 thousand**, an increase of **126.6%** year-on-year; however, both investing and financing activities resulted in net cash outflows, leading to a net decrease in cash and cash equivalents of **HKD 35,927 thousand** during the period, with bank balances and cash at period-end totaling **HKD 22,286 thousand**. Condensed Consolidated Statement of Cash Flows Key Data (For the six months ended September 30) | Indicator | 2021 (HKD thousands) | 2020 (HKD thousands) | | :--- | :--- | :--- | | Net cash from operating activities | 36,429 | 16,077 | | Net cash used in investing activities | (48,804) | (33,363) | | Net cash used in financing activities | (23,552) | 22,938 | | Net (decrease) / increase in cash and cash equivalents | (35,927) | 5,652 | | Cash and cash equivalents at end of period | 22,286 | 64,705 | - Net cash from operating activities increased by **126.6%** year-on-year, indicating an improvement in cash flow from core operations[18](index=18&type=chunk) - Financing activities shifted from a net cash inflow in the prior period to a net cash outflow in the current period, primarily due to the repayment of guaranteed notes and bonds[18](index=18&type=chunk) [Notes to the Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed explanations and breakdowns of the figures presented in the financial statements, covering accounting policies, segment information, and specific financial items. [General Information](index=9&type=section&id=General%20Information) This note outlines Huaxia Culture Technology Group Limited's registration information, listing location, ultimate controlling shareholder, and its principal business activities, which include anime derivative product trading, indoor theme park operation, and multimedia animation entertainment, with the company's functional currency being Hong Kong Dollars. - The company was incorporated in the Cayman Islands on **September 25, 2013**, and its shares are listed on the Main Board of The Stock Exchange of Hong Kong Limited[21](index=21&type=chunk) - The Group's principal activities are anime derivative product trading, establishing and operating indoor theme parks, and multimedia animation entertainment[21](index=21&type=chunk) - The company's functional currency is Hong Kong Dollars[22](index=22&type=chunk) [Basis of Preparation and Principal Accounting Policies](index=9&type=section&id=Basis%20of%20Preparation%20and%20Principal%20Accounting%20Policies) The condensed consolidated financial statements are prepared in accordance with Hong Kong Accounting Standard 34 "Interim Financial Reporting" issued by the Hong Kong Institute of Certified Public Accountants and the Listing Rules of the Stock Exchange, on a historical cost basis, with certain financial instruments measured at fair value; the application of new and revised Hong Kong Financial Reporting Standards had no significant impact on the statements for the current period. - The condensed consolidated financial statements are prepared in accordance with Hong Kong Accounting Standard 34 "Interim Financial Reporting" issued by the Hong Kong Institute of Certified Public Accountants and the applicable disclosure requirements of Appendix 16 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited[23](index=23&type=chunk) - The statements are prepared on a historical cost basis, except that certain financial instruments are measured at fair value where applicable[24](index=24&type=chunk) - The application of new and revised standards during the current interim period had no significant impact on the amounts reported and/or disclosures contained in these condensed consolidated financial statements[24](index=24&type=chunk) [Revenue and Segment Information](index=10&type=section&id=Revenue%20and%20Segment%20Information) The Group's revenue primarily derives from three operating segments: anime derivative product sales, establishing and operating indoor theme parks, and multimedia animation entertainment; for the six months ended September 30, 2021, all segment revenue came from external customers, with indoor theme parks contributing the largest revenue and anime derivative product sales contributing the largest segment profit. - The Group's operating and reportable segments are: (i) anime derivative product sales; (ii) establishing and operating indoor theme parks; and (iii) multimedia animation entertainment[26](index=26&type=chunk) Segment Revenue and Profit (For the six months ended September 30, 2021) | Segment | Revenue (HKD thousands) | Profit (HKD thousands) | | :--- | :--- | :--- | | Anime derivative product sales | 103,115 | 27,596 | | Establishing and operating indoor theme parks | 192,760 | 29,091 | | Multimedia animation entertainment | 13,399 | 26,776 | | **Total** | **309,274** | **83,463** | - All segment revenue is derived from external customers, with most revenue recognized at a point in time and a smaller portion recognized over a period of time[30](index=30&type=chunk)[31](index=31&type=chunk) [Other Gains and Losses](index=13&type=section&id=Other%20Gains%20and%20Losses) For the six months ended September 30, 2021, other gains and losses significantly decreased to **HKD 1,108 thousand**, primarily because a fair value gain on financial assets at fair value through profit or loss of **HKD 50,272 thousand** was recognized in the prior corresponding period, whereas in the current period, the convertible notes were fully disposed of, resulting in no related gains or losses. Other Gains and Losses (For the six months ended September 30) | Indicator | 2021 (HKD thousands) | 2020 (HKD thousands) | | :--- | :--- | :--- | | Net exchange gains | 240 | 340 | | Fair value change in financial assets mandatorily at fair value through profit or loss | – | 50,272 | | Gain / (loss) on disposal of property, plant and equipment | 872 | (2,507) | | Loss on disposal of financial assets at fair value through profit or loss | – | (5,724) | | Other (losses) / gains | (4) | 234 | | **Total** | **1,108** | **42,615** | - Other gains and losses significantly decreased from **HKD 42,615 thousand** in 2020 to **HKD 1,108 thousand** in 2021[38](index=38&type=chunk) - The decrease was primarily due to the recognition of a **HKD 50,272 thousand** fair value gain on convertible notes in 2020, while these convertible notes were fully disposed of by March 31, 2021, resulting in no such gains in the current period[38](index=38&type=chunk) [Taxation](index=13&type=section&id=Taxation) The Group's tax expenses primarily comprise Hong Kong profits tax, PRC enterprise income tax, and Japan corporate tax; for the six months ended September 30, 2021, tax expenses amounted to **HKD 11,871 thousand**, and the company has made provisions for potential tax liabilities, particularly regarding additional tax risks from claims for offshore profits. Tax Expenses (For the six months ended September 30) | Tax Type | 2021 (HKD thousands) | 2020 (HKD thousands) | | :--- | :--- | :--- | | Hong Kong profits tax | 3,481 | 2,114 | | PRC enterprise income tax | 9,038 | – | | Japan corporate tax | (648) | (407) | | **Total** | **11,871** | **1,707** | - Hong Kong profits tax operates under a two-tiered system, with the first **HKD 2,000,000** of assessable profits for qualifying entities taxed at **8.25%**, and the remainder at **16.5%**[39](index=39&type=chunk) - The company estimates a potential additional tax liability of **HKD 73,560 thousand** if its offshore trade income claims are not accepted by the tax authorities and has made appropriate provisions[44](index=44&type=chunk) [Items for Profit for the Period Calculation](index=15&type=section&id=Items%20for%20Profit%20for%20the%20Period%20Calculation) This note lists the main expense items deducted or included in the calculation of profit for the period, including staff costs, cost of inventories, depreciation of property, plant and equipment, depreciation of right-of-use assets, and amortization of intangible assets, with both staff costs and depreciation expenses showing a decrease. Main Deducted Items for Profit for the Period Calculation (For the six months ended September 30) | Item | 2021 (HKD thousands) | 2020 (HKD thousands) | | :--- | :--- | :--- | | Total staff costs | 44,311 | 49,034 | | Cost of inventories recognized as expense | 138,867 | 40,229 | | Depreciation of property, plant and equipment | 19,074 | 25,076 | | Depreciation of right-of-use assets | 17,959 | 16,740 | | Amortization of intangible assets (total) | 19,569 | 18,787 | - Total staff costs decreased by **9.6%** year-on-year, primarily due to reductions in salaries and other benefits and contributions to retirement benefit schemes[47](index=47&type=chunk) - Cost of inventories recognized as an expense significantly increased by **245.2%**, reflecting business volume growth[47](index=47&type=chunk) [Dividends](index=15&type=section&id=Dividends) The Board does not recommend the payment of an interim dividend for the six months ended September 30, 2021, and no final dividend was declared for the year ended March 31, 2021. - No final dividend was declared to owners of the Company for the year ended March 31, 2021 (March 31, 2020: nil) during the current interim period[48](index=48&type=chunk) - The Board does not recommend the payment of an interim dividend for the six months ended September 30, 2021 (for the six months ended September 30, 2020: nil)[49](index=49&type=chunk) [Earnings Per Share](index=16&type=section&id=Earnings%20Per%20Share) For the six months ended September 30, 2021, basic earnings per share attributable to owners of the Company was **HKD 0.02**, lower than **HKD 0.03** in the prior corresponding period, with no diluted earnings per share presented as there were no potential ordinary shares in issue or anti-dilutive effects during the period. Earnings Per Share (For the six months ended September 30) | Indicator | 2021 | 2020 | | :--- | :--- | :--- | | Profit for the period attributable to owners of the Company (HKD thousands) | 19,376 | 25,525 | | Weighted average number of ordinary shares for basic earnings per share (thousands of shares) | 983,145 | 944,346 | | Basic earnings per share (HKD) | 0.02 | 0.03 | - No diluted earnings per share is presented for the six months ended September 30, 2021, as there were no potential ordinary shares in issue during the period[52](index=52&type=chunk) [Changes in Property, Plant and Equipment](index=16&type=section&id=Changes%20in%20Property%2C%20Plant%20and%20Equipment) During the current interim period, the Group disposed of property, plant and equipment with a total carrying amount of **HKD 936 thousand** and paid approximately **HKD 533 thousand** for the acquisition of new property, plant and equipment to expand its operations. - During the current interim period, the Group disposed of certain property, plant and equipment with a total carrying amount of **HKD 936 thousand** (September 30, 2020: HKD 2,507 thousand)[53](index=53&type=chunk) - During the current interim period, the Group paid approximately **HKD 533 thousand** (September 30, 2020: HKD 1,246 thousand) for the acquisition of property, plant and equipment to expand its operations[53](index=53&type=chunk) [Intangible Assets](index=17&type=section&id=Intangible%20Assets) The Group's intangible assets primarily include film production rights and applications, anime characters, indoor theme park operating rights, and trademarks; as of September 30, 2021, the carrying amount of intangible assets was **HKD 241,534 thousand**, a decrease from March 31, 2021, and these assets are amortized on a straight-line basis over their estimated useful lives of **2 to 10 years**. Intangible Assets Carrying Amount (As of September 30) | Intangible Asset Category | September 30, 2021 (HKD thousands) | March 31, 2021 (HKD thousands) | | :--- | :--- | :--- | | Film production rights and applications | 144,619 | 157,669 | | Anime characters | 95,558 | 99,373 | | Indoor theme park operating rights | 570 | 683 | | Trademarks | 787 | 3,639 | | **Total** | **241,534** | **261,364** | - The useful lives of intangible assets are finite, with amortization periods ranging from **2 to 10 years**[59](index=59&type=chunk) - Anime characters include intellectual property rights for various anime brands and related characters, as well as a series of anime character copyrights acquired through the acquisition of Yincui Limited[56](index=56&type=chunk)[57](index=57&type=chunk) [Interests in Associates](index=18&type=section&id=Interests%20in%20Associates) As of September 30, 2021, the Group's interests in associates had a carrying amount of **HKD 237,223 thousand**, an increase of **HKD 21,399 thousand** from the beginning of the period, primarily due to its share of post-acquisition profits and other comprehensive income. Changes in Interests in Associates (As of September 30) | Indicator | September 30, 2021 (HKD thousands) | March 31, 2021 (HKD thousands) | | :--- | :--- | :--- | | At beginning / end of period | 215,824 | 207,598 | | Share of post-acquisition profits and other comprehensive income | 21,399 | 8,226 | | **Carrying amount at end of period** | **237,223** | **215,824** | - The Group's interests in associates are primarily accounted for using the equity method based on its share of net assets[60](index=60&type=chunk) [Interests in Joint Ventures](index=18&type=section&id=Interests%20in%20Joint%20Ventures) As of September 30, 2021, the Group's interests in joint ventures had a carrying amount of **HKD 126,929 thousand**, primarily representing a **50%** equity interest in Kaijing Global Limited, which is engaged in multimedia animation entertainment, and Kaijing Global's annual profit was **HKD 36,200 thousand**. Changes in Interests in Joint Ventures (As of September 30) | Indicator | September 30, 2021 (HKD thousands) | March 31, 2021 (HKD thousands) | | :--- | :--- | :--- | | At beginning / end of period | 108,829 | 100,120 | | Share of post-acquisition profits and other comprehensive income | 18,100 | 8,709 | | **Carrying amount at end of period** | **126,929** | **108,829** | - The Group holds a **50%** equity interest and voting rights in Kaijing Global Limited, whose principal business is multimedia animation entertainment[63](index=63&type=chunk) - Kaijing Global Limited's annual profit for the six months ended September 30, 2021, was **HKD 36,200 thousand**[64](index=64&type=chunk) [Financial Assets at Fair Value Through Other Comprehensive Income](index=20&type=section&id=Financial%20Assets%20at%20Fair%20Value%20Through%20Other%20Comprehensive%20Income) The Group designates listed equity securities in Hong Kong as financial assets at fair value through other comprehensive income, primarily for long-term strategic purposes to avoid the impact of short-term fair value fluctuations on profit or loss, with their fair value measured based on quoted bid prices in active markets, classified as Level 1 in the fair value hierarchy. - These financial assets refer to listed equity securities in Hong Kong, not held for trading, but for long-term strategic purposes[66](index=66&type=chunk) - The directors of the company elected to designate these investments as equity instruments at fair value through other comprehensive income to avoid the impact of short-term fair value fluctuations on profit or loss[66](index=66&type=chunk) - The fair value of listed equity securities is determined based on their current bid prices in active markets, thus classified as Level 1 in the fair value hierarchy[67](index=67&type=chunk) [Trade Receivables](index=20&type=section&id=Trade%20Receivables) As of September 30, 2021, the Group's net trade receivables amounted to **HKD 213,533 thousand**, with a credit loss allowance of **HKD 15,253 thousand** provided; the Group offers credit periods ranging from **30 to 365 days**, with receivables over **365 days** totaling **HKD 21,868 thousand**. Trade Receivables and Ageing Analysis (As of September 30) | Indicator | September 30, 2021 (HKD thousands) | March 31, 2021 (HKD thousands) | | :--- | :--- | :--- | | Trade receivables from customer contracts | 228,786 | 236,496 | | Less: Allowance for credit losses | (15,253) | (10,253) | | **Net amount** | **213,533** | **226,243** | | **Ageing analysis:** | | | | 0 to 90 days | 41,693 | 33,748 | | 91 to 180 days | 6,363 | 121,289 | | 181 to 365 days | 143,609 | 66,240 | | Over 365 days | 21,868 | 4,966 | - The Group generally grants its trade customers credit periods of **30 to 90 days**, for license revenue customers **90 to 365 days**, and for customers with strategic business cooperation relationships **365 days**[68](index=68&type=chunk)[69](index=69&type=chunk)[70](index=70&type=chunk) [Other Receivables, Deposits and Prepayments](index=21&type=section&id=Other%20Receivables%2C%20Deposits%20and%20Prepayments) As of September 30, 2021, total other receivables, deposits, and prepayments amounted to **HKD 615,607 thousand**, including **HKD 215,000 thousand** in proceeds receivable from share subscriptions (subsequently terminated) and prepayments to game developers and major suppliers. Other Receivables, Deposits and Prepayments (As of September 30) | Item | September 30, 2021 (HKD thousands) | March 31, 2021 (HKD thousands) | | :--- | :--- | :--- | | Proceeds receivable from disposal of intangible assets | 163,536 | 176,536 | | Refundable proceeds from game developers | 19,113 | 25,113 | | Proceeds receivable from disposal of property, plant and equipment | 132,678 | 138,879 | | Prepayments | 71,830 | 84,180 | | Proceeds receivable from share subscription | 215,000 | – | | Other receivables, deposits and prepayments | 18,927 | 16,213 | | **Total** | **621,084** | **440,921** | | Less: Allowance for credit losses | (5,477) | (5,896) | | **Net amount** | **615,607** | **435,025** | - Proceeds receivable from share subscription of **HKD 215,000 thousand** refers to the proceeds receivable from subscribers for the **86,000,000** ordinary shares issued and allotted by the company at a subscription price of **HKD 2.5** per share, which transaction was subsequently terminated[73](index=73&type=chunk)[74](index=74&type=chunk)[99](index=99&type=chunk) - Prepayments include **HKD 21,208 thousand** for anime derivative product prepayments to major suppliers and **HKD 34,969 thousand** for commission prepayments to bond placing agents[73](index=73&type=chunk) [Amount Due to a Director](index=21&type=section&id=Amount%20Due%20to%20a%20Director) As of September 30, 2021, the Group owed Mr. Zhuang Xiangsong **HKD 836 thousand**, which is unsecured, interest-free, and repayable on demand. - The amount due to Mr. Zhuang Xiangsong was **HKD 836 thousand** (March 31, 2021: HKD 562 thousand)[75](index=75&type=chunk) - The amount is unsecured, interest-free, and repayable on demand[75](index=75&type=chunk) [Financial Assets at Fair Value Through Profit or Loss](index=21&type=section&id=Financial%20Assets%20at%20Fair%20Value%20Through%20Profit%20or%20Loss) The structured deposits held by the Group are classified as financial assets at fair value through profit or loss because their contractual cash flows are not solely payments of principal and interest, and these wealth management products are primarily used to enhance investment returns. - The amount represents structured deposits issued by a bank in Mainland China[76](index=76&type=chunk) - These are classified as financial assets at fair value through profit or loss because the contractual cash flows are not solely payments of principal and interest[76](index=76&type=chunk) - The Group primarily uses structured deposits to enhance investment returns[76](index=76&type=chunk) [Trade Payables and Bills Payable](index=22&type=section&id=Trade%20Payables%20and%20Bills%20Payable) As of September 30, 2021, the Group's total trade payables and bills payable amounted to **HKD 1,109 thousand**, with an average credit period of **30 days**, and payables over **90 days** accounted for **HKD 217 thousand**. Trade Payables and Bills Payable Ageing Analysis (As of September 30) | Ageing | September 30, 2021 (HKD thousands) | March 31, 2021 (HKD thousands) | | :--- | :--- | :--- | | 0 to 30 days | 892 | 1,150 | | Over 90 days | 217 | 217 | | **Total** | **1,109** | **1,367** | - The average credit period for purchases of goods is **30 days**[78](index=78&type=chunk) [Guaranteed Notes](index=22&type=section&id=Guaranteed%20Notes) The Group issued **HKD 200,000 thousand** in secured guaranteed notes in 2017, and after multiple renewals and repayments, as of September 30, 2021, a principal amount of **HKD 20,000 thousand** had been repaid; these notes are secured by the company's shares held by the controlling shareholder and guaranteed by the controlling shareholder. - The company issued **HKD 200,000,000** of **7.5%** secured guaranteed notes on September 27, 2017[79](index=79&type=chunk) - As of September 30, 2021, the guaranteed notes were renewable, and a principal amount of **HKD 20,000,000** had been repaid prior to the further extension of the maturity date[79](index=79&type=chunk) - The guaranteed notes are secured by the company's shares held by the controlling shareholder and guaranteed by the company's controlling shareholder[80](index=80&type=chunk) [Bonds](index=22&type=section&id=Bonds) For the period ended September 30, 2021, the company issued unsecured bonds with a total principal amount of **HKD 60,300 thousand** at par, bearing annual interest rates ranging from **5.5% to 9%** and maturities from **0.5 to 7.5 years**, with proceeds primarily used for developing indoor theme park businesses and general working capital. - For the period ended September 30, 2021, the company issued bonds with a total principal amount of **HKD 60,300,000** at par[81](index=81&type=chunk) - The bonds are unsecured and bear nominal annual interest rates ranging from **5.5% to 9%**, with maturities ranging from **0.5 to 7.5 years**[81](index=81&type=chunk) - The proceeds were used for developing indoor theme park businesses and as general working capital for the Group[81](index=81&type=chunk) [Bank and Other Borrowings](index=22&type=section&id=Bank%20and%20Other%20Borrowings) During the period, the Group drew down new bank borrowings of **HKD 30,864 thousand** and repaid **HKD 3,542 thousand**; bank and other borrowings bear fixed annual interest rates ranging from **1.07% to 5.15%**, and some secured bank borrowings are collateralized by properties jointly owned by Mr. Zhuang Xiangsong and his spouse. - During the period, the Group drew down new bank borrowings of **HKD 30,864 thousand** and repaid bank borrowings of **HKD 3,542 thousand**[82](index=82&type=chunk) - Bank and other borrowings bear fixed annual interest rates ranging from **1.07% to 5.15%**[82](index=82&type=chunk) - As of September 30, 2021, secured bank borrowings of approximately **HKD 33,953 thousand** were collateralized by properties jointly owned by Mr. Zhuang Xiangsong and his spouse[82](index=82&type=chunk) [Share Capital](index=23&type=section&id=Share%20Capital) As of September 30, 2021, the company's issued share capital comprised **1,071,702,000 shares** with a par value of **HKD 0.1**, totaling **HKD 107,170 thousand**; the increase in share capital during the period primarily resulted from the issuance of **4,000,000 shares** for share swap and **86,000,000 shares** for share subscription (subsequently terminated). Share Capital Movement (As of September 30) | Item | Number of Shares (shares) | Share Capital (HKD thousands) | | :--- | :--- | :--- | | As at April 1, 2021 | 981,702,000 | 98,170 | | Share swap | 4,000,000 | 400 | | Share subscription | 86,000,000 | 8,600 | | **As at September 30, 2021** | **1,071,702,000** | **107,170** | - The issuance of **4,000,000 shares** for share swap was for the acquisition of shares in Future World Holdings Limited[84](index=84&type=chunk) - The issuance of **86,000,000 shares** for share subscription at a price of **HKD 2.50** per share was subsequently terminated due to the subscriber's failure to pay the consideration[84](index=84&type=chunk)[99](index=99&type=chunk) [Acquisition of a Subsidiary](index=23&type=section&id=Acquisition%20of%20a%20Subsidiary) The company completed the acquisition of Yincui Limited on June 22, 2020, for a consideration of **HKD 105,600 thousand**, paid by issuing **44,000,000** of the company's shares; the Yincui Group primarily holds certain intangible assets and property, plant and equipment, and management believes the acquired activities and assets do not constitute a business. - The company completed the acquisition of the entire issued share capital of Yincui Limited on **June 22, 2020**[85](index=85&type=chunk) - The acquisition consideration was **HKD 105,600 thousand**, paid by issuing **44,000,000** of the company's shares[85](index=85&type=chunk) Net Identifiable Assets Acquired (As of acquisition date) | Item | Amount (HKD thousands) | | :--- | :--- | | Property, plant and equipment | 27,326 | | Trade and other receivables | 31,910 | | Intangible assets | 46,364 | | **Total** | **105,600** | [Related Party Disclosures](index=24&type=section&id=Related%20Party%20Disclosures) The Group disclosed transactions with related parties, including property rental expenses paid to the controlling shareholder, trademark license royalty expenses paid to SEGA Holdings, and remuneration for key management personnel; additionally, the controlling shareholder provided collateral and guarantees for the guaranteed notes. Related Party Transactions (For the six months ended September 30) | Transacting Party | Type of Transaction | 2021 (HKD thousands) | 2020 (HKD thousands) | | :--- | :--- | :--- | :--- | | Controlling shareholder | Property rental expenses | 116 | – | | SEGA Holdings | Trademark license royalty expenses | 879 | 428 | - Total remuneration for key management personnel was **HKD 4,288 thousand** (2020: HKD 4,413 thousand)[91](index=91&type=chunk) - The guaranteed notes are secured by the company's shares held by the controlling shareholder and guaranteed by the company's controlling shareholder[89](index=89&type=chunk)[80](index=80&type=chunk) [Share-based Payments](index=25&type=section&id=Share-based%20Payments) The company has a share option scheme designed to incentivize eligible participants; however, as of September 30, 2021, all granted share options had expired, remained unexercised, and were forfeited, thus no share-based payment expense was recognized for the current period. - The company's share option scheme was adopted on **February 16, 2015**, aiming to attract and retain talent and promote business development[93](index=93&type=chunk) - As of September 30, 2021, all granted share options had expired, remained unexercised, and were forfeited[97](index=97&type=chunk) - The Group recognized no share-based payments for share options granted by the company for the six months ended September 30, 2021, and 2020[98](index=98&type=chunk) [Events After the Reporting Period](index=26&type=section&id=Events%20After%20the%20Reporting%20Period) Subsequent to the reporting period, the share subscription agreement entered into by the company with an investor was terminated due to the subscriber's failure to pay the consideration; the **86,000,000** subscription shares will be cancelled, and the directors consider this a non-adjusting event, with its impact to be reflected in the period after September 30, 2021. - On **September 1, 2021**, the company entered into a share subscription agreement with an investor for the subscription of **86,000,000 shares** at a price of **HKD 2.50** per share[99](index=99&type=chunk) - As of the date of this interim report, the company had not received any consideration for the subscription shares, and the share subscription agreement is deemed terminated[99](index=99&type=chunk) - All subscription shares are intended to be cancelled, and the directors consider the failure to fulfill the terms of the share subscription agreement and the cancellation of the subscription shares to be a non-adjusting event, whose impact should be reflected in the period after September 30, 2021[99](index=99&type=chunk) [Management Discussion and Analysis](index=27&type=section&id=Management%20Discussion%20and%20Analysis) This section offers an overview of the company's business, industry, operational performance, future outlook, and financial review, including capital structure and treasury policies. [Business Overview](index=27&type=section&id=Business%20Overview) The Group is a multimedia animation entertainment group in China, focusing on three main business segments: expanding the CA SEGA JOYPOLIS brand through a light-asset licensing model, anime derivative product trading and IP trendy toy business, and multimedia animation entertainment business centered on anime IP and VR (including e-sports); the Group possesses rich IP resources and VR e-sports technology. - The Group focuses on operating three major business segments: expanding the CA SEGA JOYPOLIS brand, anime derivative product trading and IP trendy toy business, and multimedia animation entertainment business (anime IP, VR including e-sports)[102](index=102&type=chunk) - CA SEGA JOYPOLIS is the global No.1 indoor theme park brand acquired by the Group from Japan's SEGA Group in **2017**, promoted through a light-asset franchise model[102](index=102&type=chunk) - The Group holds usage rights for several renowned anime IPs, including "Han Ba Gui" and "Violet", and independently developed the VR e-sports game "Huangyangjie Defense Battle"[103](index=103&type=chunk)[104](index=104&type=chunk) [Industry Review](index=28&type=section&id=Industry%20Review) In recent years, China's digital cultural and creative industry has rapidly developed, with the integration of culture and technology fostering new business formats; following the containment of the pandemic, demand for entertainment consumption gradually released, leading to the opening of indoor theme parks, and China's trendy toy market continues to expand, projected to grow by **30.4%** to **RMB 38.43 billion** in 2021, becoming one of the core global trendy toy consumption markets. - Digital cultural and creative industries have become a significant sector in China in recent years, with the integration of culture and technology creating new business formats, and the pandemic has led to a substantial increase in demand for digital cultural entertainment[106](index=106&type=chunk) - With the pandemic under control and social distancing measures eased, pent-up demand in the entertainment consumption sector has been released, leading to the gradual opening of various types of indoor theme parks across the country[106](index=106&type=chunk) - China's trendy toy economy market size grew from **11.18%** in 2017 to **19.17%** in 2020, and is expected to increase by **30.4%** to **RMB 38.43 billion** in 2021[106](index=106&type=chunk) [Business Review](index=28&type=section&id=Business%20Review) During the review period, the Group's overall business gradually recovered; anime derivative product trading revenue increased by **79.4%** year-on-year, benefiting from pandemic recovery and trendy toy market opportunities, while in the indoor theme park business, Guangzhou Huaxia SEGA Joypolis officially opened, and the Japanese CA SEGA team also introduced famous IPs for interactive events, and the multimedia animation entertainment business's VR game won an international award. - During the review period, with the pandemic under control, the Group's overall business gradually recovered, and the performance of various business units was better than during the pandemic[107](index=107&type=chunk) - The anime derivative product trading business recorded significant growth, increasing by **79.4%** year-on-year, mainly influenced by pandemic recovery and the trendy toy industry trend[107](index=107&type=chunk) - In the indoor theme park business, the Group authorized domestic real estate developer Junming Group to officially open Huaxia SEGA Joypolis in Zengcheng District, Guangzhou, at the end of September this year[107](index=107&type=chunk) - In the multimedia animation entertainment business, the independently developed VR combat shooting game "Starfire Battle Song - Huangyangjie Defense Battle" won the Outstanding Award at the **2021** Global Digital Technology Creative Design Competition[107](index=107&type=chunk) [Business Outlook](index=29&type=section&id=Business%20Outlook) The Group will leverage "CA SEGA JOYPOLIS large-scale indoor theme parks + Wonder Forest children's parks + trendy toy business + VR industry + IP" as its main development drivers, expanding global park operations through a licensing model and planning to establish large and small indoor theme parks in multiple Chinese cities; concurrently, it will continue to seek high-quality domestic and international M&A opportunities, strengthen anime cultural resources and R&D capabilities, and actively explore new economic and business cooperation models such as NFTs. - The Group will take "CA SEGA JOYPOLIS large-scale indoor theme parks + Wonder Forest children's parks + trendy toy business + VR industry + IP" as its main development drivers[111](index=111&type=chunk) - It will continue to expand Huaxia SEGA JOYPOLIS through licensing and plans to establish large and small indoor theme parks in Jiangmen City, Guangdong Province, and other cities in China[112](index=112&type=chunk) - It will continue to seek high-quality domestic and overseas acquisition and merger opportunities to strengthen the Group's global anime cultural resources and R&D capabilities[114](index=114&type=chunk) - Actively research new economic and business cooperation models such as NFTs and collaborations between its indoor theme parks and trendy toy platforms to create online and offline traffic generation[115](index=115&type=chunk) [Financial Review](index=30&type=section&id=Financial%20Review) For the six months ended September 30, 2021, the Group's revenue increased by **79.4%** year-on-year to **HKD 309.3 million**, gross profit grew by **80.4%** to **HKD 68.9 million**, and gross profit margin slightly rose to **22.3%**; however, profit attributable to owners of the Company decreased by **23.9%** to **HKD 19.4 million** due to the absence of a one-off fair value gain on financial assets recognized in the prior period. Financial Performance Summary (For the six months ended September 30) | Indicator | 2021 (HKD thousands) | 2020 (HKD thousands) | Year-on-year Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 309,274 | 172,374 | 79.4% | | Gross profit | 68,886 | 38,169 | 80.4% | | Gross profit margin | 22.3% | 22.1% | 0.2% | | Profit attributable to owners of the Company | 19,376 | 25,525 | (23.9%) | - Revenue growth was primarily due to an increase of **HKD 94.3 million** from indoor theme park operations and an increase of **HKD 43.3 million** from anime derivative product sales[118](index=118&type=chunk) - The decrease in profit attributable to owners of the Company was mainly due to the recognition of a **HKD 50.3 million** fair value gain on financial assets at fair value through profit or loss in the prior corresponding period, with no such gain recognized in the current reporting period[129](index=129&type=chunk) [Use of Net Proceeds from Global Offering](index=32&type=section&id=Use%20of%20Net%20Proceeds%20from%20Global%20Offering) The company received net proceeds of approximately **HKD 298.6 million** from its global offering in 2015, of which approximately **HKD 251 million** had been utilized as of September 30, 2021, primarily for capital expenditures and operations of Shanghai JOYPOLIS, investments or acquisitions in anime-related businesses, development of music anime concerts, and working capital; the unutilized portion of **HKD 47.6 million** is held in licensed banks in Hong Kong. - The company received net proceeds of approximately **HKD 298.6 million** from its global offering on **March 12, 2015**[131](index=131&type=chunk) - As of September 30, 2021, the Group had utilized approximately **HKD 251 million** of the net proceeds[131](index=131&type=chunk) Use of Net Proceeds from Global Offering (As of September 30, 2021) | Use | Original Planned Allocation (HKD million) | Actually Utilized (HKD million) | Unutilized (HKD million) | | :--- | :--- | :--- | :--- | | Shanghai JOYPOLIS capital expenditure and operations | 119.4 | 119.4 | – | | Investment or acquisition in anime-related businesses | 89.6 | 42.0 | 47.6 | | Development and promotion of music anime concerts | 59.7 | 59.7 | – | | Working capital and general corporate purposes | 29.9 | 29.9 | – | | **Total** | **298.6** | **251.0** | **47.6** | [Capital Structure, Liquidity and Financial Resources](index=32&type=section&id=Capital%20Structure%2C%20Liquidity%20and%20Financial%20Resources) As of September 30, 2021, the company's issued share capital was **HKD 107.2 million**; cash and bank balances were **HKD 22.3 million**, a decrease from the beginning of the period, mainly due to bond repayments; the gearing ratio was approximately **29.1%**, indicating a healthy liquidity position, and unsecured bonds totaling **HKD 60.3 million** were issued during the period for indoor theme park business development and general working capital. - As of September 30, 2021, the company's issued share capital was approximately **HKD 107.2 million**, divided into **1,071,702,000 shares** with a par value of **HKD 0.1** each[132](index=132&type=chunk) - As of September 30, 2021, the Group's cash and bank balances were **HKD 22.3 million** (March 31, 2021: HKD 56.0 million), with the decrease primarily due to bond repayments[132](index=132&type=chunk) - The Group's gearing ratio (calculated as bank and other borrowings, lease liabilities, guaranteed notes, and bonds divided by total assets) was approximately **29.1%** (March 31, 2021: approximately 31.4%)[132](index=132&type=chunk) - Unsecured bonds with a total principal amount of **HKD 60.3 million** were issued at par during the period, used for developing indoor theme park businesses and general working capital[132](index=132&type=chunk) [Treasury Policy](index=33&type=section&id=Treasury%20Policy) The Group adopts a prudent treasury policy, committed to mitigating credit risk and maintaining a healthy liquidity position, with the Board closely monitoring liquidity to ensure funding needs can be met. - The Group adopted a prudent treasury policy, thereby maintaining a healthy liquidity position for the six months ended September 30, 2021[134](index=134&type=chunk) - The Group is committed to mitigating credit risk by continuously conducting credit assessments and evaluating the financial standing of its customers[134](index=134&type=chunk) [Future Plans for Material Investments and Capital Assets](index=33&type=section&id=Future%20Plans%20for%20Material%20Investments%20and%20Capital%20Assets) The Group plans to continue developing global indoor theme parks and anime IP e-commerce platforms, and to develop virtual reality technology projects in conjunction with 5G and other communication technologies, including selling VR equipment, developing game content, and VR e-sports, which is expected to be a major contributor to future business development. - The Group will continue to develop global indoor theme parks and an anime IP e-commerce platform[135](index=135&type=chunk) - The Group will also continue to integrate 5G and other communication technologies to develop virtual reality technology projects, including establishing partnerships with independent third parties to sell virtual reality equipment and develop virtual reality game content and virtual reality e-sports[135](index=135&type=chunk) - The directors believe that virtual reality technology projects will be another major contributor to the Group's future business development[136](index=136&type=chunk) [Mortgages and Pledges](index=33&type=section&id=Mortgages%20and%20Pledges) As of September 30, 2021, the Group had no bank deposits pledged to banks to obtain bank financing. - As of September 30, 2021, the Group had no bank deposits pledged to banks to obtain bank financing (March 31, 2021: nil HKD million)[137](index=137&type=chunk) [Contingent Liabilities](index=33&type=section&id=Contingent%20Liabilities) As of September 30, 2021, the Group had no significant contingent liabilities. - The Group had no significant contingent liabilities as of September 30, 2021 (March 31, 2021: nil)[138](index=138&type=chunk) [Foreign Exchange Risk](index=33&type=section&id=Foreign%20Exchange%20Risk) There have been no significant changes in the Group's foreign exchange risk policy, with major transactions denominated in Hong Kong Dollars, Renminbi, Japanese Yen, or US Dollars; management is closely monitoring foreign exchange risk and will consider using hedging instruments when appropriate. - There have been no significant changes in the Group's policy regarding exchange rate risk[139](index=139&type=chunk) - The Group's transactions are primarily denominated in Hong Kong Dollars, Renminbi, Japanese Yen, or US Dollars[139](index=139&type=chunk) - The Group's management is closely monitoring foreign exchange risk and will consider using hedging instruments when appropriate[139](index=139&type=chunk) [Environmental Policy](index=33&type=section&id=Environmental%20Policy) The Group is committed to environmental protection, promoting recycling and energy-saving principles, and encouraging employees to support environmentally friendly practices in the office, such as using eco-friendly paper and conserving electricity. - The Group is committed to environmental protection, adhering to the principles of recycling and energy conservation[140](index=140&type=chunk) - Employees are encouraged and promoted to support environmental protection in the office, including using eco-friendly paper for printing and copying, and turning off idle lights and electrical appliances to reduce power consumption[140](index=140&type=chunk) [Employees and Remuneration Policy](index=33&type=section&id=Employees%20and%20Remuneration%20Policy) As of September 30, 2021, the Group had **353 employees**, with total employee remuneration amounting to **HKD 44.3 million**, a decrease year-on-year; remuneration packages are determined by reference to employee experience, qualifications, and market conditions, and opportunities for training and continuous professional development are provided. - As of September 30, 2021, the Group had **353 employees** (September 30, 2020: 379 employees)[141](index=141&type=chunk) - For the six months ended September 30, 2021, total employee remuneration, benefits in kind, and contributions to pension schemes amounted to **HKD 44.3 million** (for the six months ended September 30, 2020: HKD 49.0 million)[141](index=141&type=chunk) - Remuneration packages are determined by reference to individual employees' experience and qualifications, as well as overall market conditions, and adequate training and opportunities for continuous professional development are provided[141](index=141&type=chunk) [Repurchase, Sale or Redemption of Shares](index=34&type=section&id=Repurchase%2C%20Sale%20or%20Redemption%20of%20Shares) During the six months ended September 30, 2021, neither the company nor any of its subsidiaries repurchased, sold, or redeemed any of the company's shares. - Neither the company nor any of its subsidiaries repurchased, sold, or redeemed any of the company's shares during the six months ended September 30, 2021[143](index=143&type=chunk) [Audit Committee and Review of Interim Financial Results](index=34&type=section&id=Audit%20Committee%20and%20Review%20of%20Interim%20Financial%20Results) The company's Audit Committee, comprising three independent non-executive directors, has reviewed the Group's unaudited interim financial results for the six months ended September 30, 2021, and discussed accounting principles and financial-related matters. - The Audit Committee comprises three independent non-executive directors: Mr. Zeng Huaguang (Chairman), Mr. Hong Muming, and Mr. Ni Zhenliang[144](index=144&type=chunk) - The Audit Committee, together with the Group's management, has discussed and reviewed the Group's unaudited interim financial results for the six months ended September 30, 2021, and discussed financial-related matters[144](index=144&type=chunk) [Interim Dividends](index=34&type=section&id=Interim%20Dividends) The Board does not recommend the payment of an interim dividend for the six months ended September 30, 2021. - The Board does not recommend the payment of an interim dividend for the six months ended September 30, 2021 (for the six months ended September 30, 2020: nil)[145](index=145&type=chunk) [Compliance with the Standard Code for Securities Transactions](index=34&type=section&id=Compliance%20with%20the%20Standard%20Code%20for%20Securities%20Transactions) The company has adopted the Standard Code as set out in Appendix 10 to the Listing Rules as the code of conduct for directors' securities transactions; all directors confirmed their full compliance with the Standard Code for the six months ended September 30, 2021. - The company has adopted the Standard Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix 10 to the Listing Rules as the code of conduct for directors' securities transactions[146](index=146&type=chunk) - All directors confirmed their full compliance with the required standards set out in the Standard Code for the six months ended September 30, 2021[146](index=146&type=chunk) [Public Float](index=34&type=section&id=Public%20Float) As of the date of this interim report, the company's issued shares maintained a sufficient public float as required by the Listing Rules. - As of the date of this interim report, the company's issued shares maintained a sufficient public float as required by the Listing Rules[147](index=147&type=chunk) [Other Information](index=35&type=section&id=Other%20Information) This section covers additional disclosures such as directors' and major shareholders' interests, compliance with corporate governance, and other regulatory requirements. [Directors' Interests and Short Positions in Shares, Underlying Shares or Debentures](index=35&type=section&id=Directors'%20Interests%20and%20Short%20Positions%20in%20Shares%2C%20Underlying%20Shares%20or%20Debentures) As of September 30, 2021, the company's directors and chief executives held long positions in the company's shares and underlying shares; Mr. Zhuang Xiangsong held approximately **57.55%** interest through controlled corporations and parties acting in concert, while Mr. Ding Jiahui held approximately **34.85%** interest through controlled corporations and parties acting in concert. Directors' Long Positions in the Company's Shares and Underlying Shares (As of September 30, 2021) | Director Name | Capacity / Nature of Interest | Number of Shares | Approximate Percentage (%) | | :--- | :--- | :--- | :--- | | Mr. Zhuang Xiangsong | Interest in controlled corporation | 256,101,000 | 23.90% | | | Interest in parties acting in concert | 360,635,000 | 33.65% | | | Spouse's interest | 360,635,000 | 33.65% | | Mr. Ding Jiahui | Interest in controlled corporation | 12,900,000 | 1.20% | | | Interest in parties acting in concert | 360,635,000 | 33.65% | - Mr. Zhuang Xiangsong holds **256,101,000 shares** through Ming Yang Enterprise Limited and is deemed to have interests in additional shares through an agreement with parties acting in concert and his spouse's interest[150](index=150&type=chunk)[152](index=152&type=chunk) - Mr. Ding Jiahui holds **12,900,000 shares** through Bonville Glory Limited and is deemed to have interests in additional shares through an agreement with parties acting in concert[150](index=150&type=chunk)[152](index=152&type=chunk) [Major Shareholders](index=36&type=section&id=Major%20Shareholders) As of September 30, 2021, in addition to the directors, major shareholders included Ming Yang, Newgate (PTC) Limited, Mr. Zhuang and his family members, Fortress Strength Limited, Ms. Li Ruifang, Dragon Year Group Limited, Mr. Ikeda Shinichiro, Bonville Glory Limited, Mr. Ding Jiahui, Huabao Development Limited, and Ms. Ke Danfeng; these shareholders held long positions in the company's shares through direct holdings, interests in controlled corporations, or agreements with parties acting in concert. Major Shareholders' Long Positions in the Company's Shares (As of September 30, 2021) | Shareholder Name | Capacity | Number of Shares | Equity Percentage (%) | | :--- | :--- | :--- | :--- | | Ming Yang | Beneficial owner | 256,101,000 | 23.90 | | | Interest in parties acting in concert | 360,635,000 | 33.65 | | Newgate (PTC) Limited | Interest in controlled corporation | 360,635,000 | 33.65 | | Mr. Zhuang, Ms. Li Ruifang and their children | Interest in parties acting in concert | 360,635,000 | 33.65 | | Fortress Strength Limited | Beneficial owner | 17,025,000 | 1.59 | | Ms. Li Ruifang | Interest in controlled corporation | 17,025,000 | 1.59 | | Dragon Year Group Limited | Beneficial owner | 50,280,000 | 4.69 | | Mr. Ikeda Shinichiro | Personal interest | 12,000,000 | 1.12 | | Bonville Glory Limited | Beneficial owner | 12,900,000 | 1.20 | | Mr. Ding Jiahui | Interest in controlled corporation | 12,900,000 | 1.20 | | Huabao Development Limited | Beneficial owner | 12,329,000 | 1.15 | | Ms. Ke Danfeng | Interest in controlled corporation | 12,329,000 | 1.15 | - Several major shareholders are deemed to collectively hold interests in **360,635,000 shares**, representing **33.65%** of the issued shares, through agreements with parties acting in concert[153](index=153&type=chunk)[158](index=158&type=chunk) - Newgate (PTC) Limited, as the trustee of a trust established by Mr. Zhuang, holds all shares in Ming Yang, which is the beneficial owner of **256,101,000 shares**[158](index=158&type=chunk) [Repurchase, Sale or Redemption of Shares](index=38&type=section&id=Repurchase%2C%20Sale%20or%20Redemption%20of%20Shares) During the six months ended September 30, 2021, neither the company nor any of its subsidiaries repurchased or sold any of the company's shares. - During the six months ended September 30, 2021, neither the company nor any of its subsidiaries repurchased or sold any of the company's shares[159](index=159&type=chunk) [Audit Committee and Review of Interim Results](index=38&type=section&id=Audit%20Committee%20and%20Review%20of%20Interim%20Results) The company's Audit Committee, comprising three independent non-executive directors, has been established and adopted terms of reference in accordance with the Listing Rules; the committee has discussed and reviewed the unaudited interim financial results for the six months ended September 30, 2021, and related financial matters with management. - The Audit Committee comprises three independent non-executive directors: Mr. Zeng Huaguang (Chairman), Mr. Hong Muming, and Mr. Ni Zhenliang[160](index=160&type=chunk) - The Audit Committee, together with the Group's management, has discussed and reviewed the Group's unaudited interim financial results for the six months ended September 30, 2021 (including the accounting principles and practices adopted by the Group), and discussed financial-related matters[160](index=160&type=chunk) [Compliance with Corporate Governance Code](index=38&type=section&id=Compliance%20with%20Corporate%20Governance%20Code) The company has complied with the Corporate Governance Code throughout the period, with the exception of Code Provision A.2.1 (separation of roles of Chairman and Chief Executive); the Board believes that Mr. Zhuang Xiangsong serving concurrently as Chairman and Chief Executive is in the best interest of the Group, given his role as founder and extensive experience. - The company has complied with the code provisions set out in the Corporate Governance Code throughout the period, with the following deviation: Code Provision A.2.1 (the roles of chairman and chief executive should be separate and should not be performed by the same individual)[161](index=161&type=chunk) - The Board believes that Mr. Zhuang's concurrent roles as Chairman and Chief Executive are in the best interest of the Group, as he is the founder and possesses extensive experience in corporate operations and management[161](index=161&type=chunk) [Compliance with the Standard Code for Securities Transactions](index=39&type=section&id=Compliance%20with%20the%20Standard%20Code%20for%20Securities%20Transactions) The company has adopted the Standard Code as set out in Appendix 10 to the Listing Rules as the code of conduct for directors' securities transactions; all directors confirmed their full compliance with the Standard Code for the six months ended September 30, 2021. - The company has adopted the Standard Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix 10 to the Listing Rules as the code of conduct for directors' securities transactions[163](index=163&type=chunk) - All directors confirmed their full compliance with the required standards set out in the Standard Code for the six months ended September 30, 2021[163](index=163&type=chunk)