| 截至月份: | 2025年7月31日 | | | | 狀態: | 新提交 | | --- | --- | --- | --- | --- | --- | --- | | 致：香港交易及結算所有限公司 | | | | | | | | 公司名稱: | 一元宇宙公司 | | | | | | | 呈交日期: | 2025年8月6日 | | | | | | | I. 法定/註冊股本變動 | | | | | | | | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | 於香港聯交所上市 (註1) | | 是 | | 證券代號 (如上市) | 01616 | 說明 | | | | | | | 法定/註冊股份數目 | | 面值 | | 法定/註冊股本 | | | --- | --- | --- | --- | --- | --- | --- | | 上月底結存 | 10,000,000,000 | USD | 0.01 | USD | | 100,000,000 | | 增加 / 減少 (-) | 0 | | | USD | | | | 本月底結存 | 10,000,000,000 | USD | 0.01 | ...

Group 1 - The company announced changes in its nomination committee effective from July 31, 2025 [1] - Executive Director Yang Qinyan has been appointed as a member of the nomination committee [1] - Executive Director Liu Dong will no longer serve as a member of the nomination committee [1]

Group 1 - The company announced that effective July 31, 2025, Executive Director Yang Qinyan has been appointed as a member of the company's nomination committee [1] - Executive Director Liu Dong will no longer serve as a member of the nomination committee [1]

Group 1 - The company announced that effective July 31, 2025, Ms. Yang Qinyan has been appointed as a member of the nomination committee [1] - The company also stated that Mr. Liu Dong will no longer serve as a member of the nomination committee [1]

A Metaverse Company （於開曼群島註冊成立之有限公司） （股份代號：1616） 一元宇宙公司 董事名單及角色與職能 自二零二五年七月三十一日起，一元宇宙公司的董事會（「董事會」）成員載列如下： 執行董事 劉東先生 （主席） 劉宗君先生 （行政總裁） 何漢先生 楊秦燕女士 獨立非執行董事 林繼陽先生 黃波先生 宋大濰先生 董事會已成立三個委員會，而此等委員會之成員載列如下： | | 董事會委員會 | 審核委員會 | 薪酬委員會 | 提名委員會 | | --- | --- | --- | --- | --- | | 董事 | | | | | | 劉東先生 | | – | M | – | | 楊秦燕女士 | | – | – | M | | 林繼陽先生 | | C | – | – | | 宋大濰先生 | | M | C | M | | 黃波先生 | | M | M | C | 附註： C： 相關董事會委員會的主席 M： 相關董事會委員會的成員 中華人民共和國，北京，二零二五年七月三十一日 ...

A METAVERSE COMPANY 一元宇宙公司 董事會提名委員會職權範圍 Terms of reference of the Nomination Committee of the Board of Directors A METAVERSE COMPANY 一元宇宙公司 (the "Company") （「本公司」） Terms of reference of the Nomination Committee ("Committee") of the Board (the "Board") of Directors (the "Director(s)") of the Company 本公司董事（「董事」）會（「董事會」）提名委員會（「委員會」） 權責範圍及程序 1. Constitution 組成 1.1 The Committee is established pursuant to a resolution passed by the Board at its meeting held on 26 June 2012. (Adopted on 26 June 2012 and revised o ...

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。 董事會相信實施該等變動可以加強董事會的成效及多元化，進一步提升本公司整 體的企業管治常規水平。劉先生已確認，彼與董事會並無意見分歧，亦不知悉有關 彼不再擔任提名委員會成員之其他事宜須敦請本公司股東及香港聯合交易所有限 公司垂注。 董事會謹此衷心感謝劉先生在擔任提名委員會成員期間所作的貢獻，並熱烈歡迎 楊女士於提名委員會擔任新職務。 承董事會命 一元宇宙公司 主席 劉東 中華人民共和國，北京，二零二五年七月三十一日 （於開曼群島註冊成立之有限公司） （股份代號：1616） 一元宇宙公司 提名委員會組成變更 一元宇宙公司（「本公司」）董事（「董事」）會（「董事會」）宣佈，自二零二五年七月 三十一日起，(i)執行董事楊秦燕女士（「楊女士」）已獲委任為本公司提名委員會（「提 名委員會」）成員；及(ii)執行董事劉東先生（「劉先生」）不再擔任提名委員會成員。 繼上述委任後，提名委員會由三名成員組成（其中有一名不同 ...

Group 1 - Hong Kong film stocks have strengthened, with Ningmeng Film (09857.HK) rising over 20% [1] - Alibaba Pictures (01060.HK) increased nearly 7% [1] - Other companies such as Lehua Group (02306.HK) and One Universe (01616.HK) also saw gains [1]

Financial Performance - The company's revenue for the year ended December 31, 2024, was RMB 16,676,000, a decrease of 29.6% compared to RMB 23,748,000 in 2023[11]. - The pre-tax loss for 2024 was RMB 38,598,000, compared to a loss of RMB 15,710,000 in 2023, indicating a significant deterioration in financial performance[11]. - Total assets decreased to RMB 280,807,000 in 2024 from RMB 325,153,000 in 2023, reflecting a decline of 13.6%[11]. - The company's total liabilities were RMB 116,282,000 in 2024, slightly down from RMB 122,030,000 in 2023, showing a reduction of 4.1%[11]. - The net asset value decreased to RMB 164,525,000 in 2024 from RMB 203,123,000 in 2023, representing a decline of 19.0%[11]. - The company's revenue for the year was approximately RMB 16.7 million, a decrease of about RMB 7.0 million compared to the previous year[14]. - The gross loss for the year was approximately RMB 22.5 million, an improvement of about RMB 30.9 million from a gross loss of RMB 53.4 million in the previous year[14]. - The loss attributable to equity shareholders was approximately RMB 38.6 million, an increase of about RMB 23.0 million from a loss of RMB 15.6 million in the previous year[23]. - The company's film and television business revenue decreased by approximately 29.5%, with a gross margin improvement of about 90 percentage points from (224.7)% to (134.7)%[15]. - Other income for the year included approximately RMB 4.7 million from the sale of subsidiaries, a decrease of RMB 58.4 million compared to RMB 63.1 million in the previous year[16]. - The company's cash and cash equivalents decreased to approximately RMB 13.3 million from RMB 236.7 million, a reduction of about 94.4% due to significant investments in new film projects[24]. - The net financing cost for the year was approximately RMB 16.4 million, an increase of about 84.3% from RMB 8.9 million in the previous year[21]. - The company recorded a net loss of approximately RMB 38,598,000 for the year ending December 31, 2024[78]. - As of December 31, 2024, the company's overdue bonds amounted to RMB 35,106,000, and other overdue borrowings totaled RMB 54,427,000[78]. - The company has reduced the amount related to tax issues from RMB 39.5 million to RMB 11.3 million as of December 31, 2024, and aims to resolve these issues by June 30, 2025[80]. Industry Context - The overall performance of the film and television industry was below expectations, influenced by macroeconomic pressures and the lingering effects of the COVID-19 pandemic[7]. - The company acknowledges the ongoing challenges in the industry, including funding pressures and narrowing profit margins faced by many enterprises[7]. - The company is focusing on the production investment sector within the film and television industry, which remains a key area for national development[8]. - The group believes that the media industry will gradually recover as the Chinese economy improves, despite current financial performance not meeting previous expectations[43]. Corporate Governance - The company has a commitment to corporate governance, believing it is essential for balancing the interests of shareholders, customers, and employees[61]. - The roles of Chairman and CEO are clearly separated, with Liu Dong as Chairman and Liu Zongjun as CEO as of the report date[62]. - The company has a strategy of continuous improvement in corporate governance practices and compliance with recognized standards[61]. - The board consists of seven members, including four executive directors and three independent non-executive directors, ensuring a diverse management structure[45]. - The board consists of seven members, including one female director, achieving gender diversity[72]. - The company emphasizes a merit-based selection process for board members, considering various diversity factors[63]. - The nomination committee will report on board diversity annually and review the policy at least once a year to ensure effectiveness[65]. - The company has established a nomination committee to review the composition and independence of the board members annually, ensuring independent opinions are integrated into board decisions[89]. - The remuneration committee, formed on June 26, 2012, is responsible for recommending overall remuneration policies for all directors and senior management, ensuring no director determines their own remuneration[94]. - The audit committee, established on June 26, 2012, is tasked with reviewing financial reporting processes and internal controls, comprising three independent non-executive directors[96]. - The company ensures compliance with listing rules regarding the number of independent non-executive directors and audit committee members, achieving full compliance after the appointment of Huang Bo[87]. - The company has mechanisms in place to avoid conflicts of interest, requiring directors with potential conflicts to abstain from voting on relevant board resolutions[93]. - The company’s governance practices include annual reviews of the mechanisms ensuring independent opinions are brought to the board, focusing on the independence and contributions of independent non-executive directors[90]. Operational Strategy - The company aims to enhance product quality and actively seek high-quality intellectual property (IP) resources for long-term development[8]. - The company is focused on expanding its film and television production capabilities, with multiple projects in the pipeline aimed at increasing market share[44]. - The company is actively developing new technologies and products to enhance its competitive edge in the media industry[44]. - The management team is committed to strategic planning and operational efficiency to ensure the successful execution of its production schedule[44]. - The company focuses on creating value in the film and television industry, emphasizing quality, user experience, and audience satisfaction[60]. - The company has a strong focus on innovative products as a key to sustainable growth[60]. - The company has established a risk management plan to identify, assess, manage, monitor, and report significant risks[105]. Shareholder Relations - The company aims to maintain high transparency to enhance investor relations and has established communication channels for timely updates[112]. - The company has a stock option plan adopted on January 20, 2022, to incentivize selected participants for their contributions[120]. - The company's dividend policy suggests reasonable amounts of dividends based on performance, cash position, and other relevant factors[67]. - The board confirmed that no dividends will be paid for the fiscal year ending December 31, 2024, due to the group's financial condition[117]. - Shareholders can request a special general meeting by notifying the board in writing, provided they hold at least 10% of the paid-up capital[110]. Legal and Compliance - The company has engaged external auditors to ensure compliance with financial reporting standards and regulations[77]. - The audit committee confirmed that the audited consolidated financial statements fairly present the group's financial position and performance for the year ended December 31, 2024[97]. - The company has implemented a plan to gradually resolve tax issues involving multiple fiscal years and entities, aiming to eliminate the related amounts by 2025[81]. - All directors have received relevant training materials regarding their responsibilities and applicable laws and regulations[85]. - The company has strengthened internal control mechanisms since October 2023, including establishing alternative roles for financial positions to enhance data management[108]. - The company has a three-tier risk management and internal control authorization structure, with the board as the highest decision-making body[104]. - The company is committed to continuous improvement of internal control management policies and systems in compliance with national laws and regulations[104]. Market Position - The total sales from the top five customers accounted for approximately 100% of the annual sales, with the largest customer contributing about 53%[151]. - The total procurement from the top five suppliers represented approximately 100% of the annual procurement, with the largest supplier accounting for about 44%[151]. - The company operates in the film and television investment, production, and distribution sectors through its subsidiaries[180]. - The company has established a significant presence in the Chinese market through its operational entity, which is crucial for its business strategy[180]. Contractual Arrangements - The company has established contractual arrangements to comply with applicable Chinese laws and regulations while maintaining control over the operations and economic benefits of its Chinese operating entity[186]. - The contractual arrangements are designed to mitigate potential conflicts with relevant Chinese laws and regulations, particularly in the film and television production sector, which prohibits foreign investment[187]. - The company relies on contractual rights to effect changes in management and operations of the Chinese operating entity, as direct ownership is not permitted under Chinese law[184]. - The company’s Chinese legal advisors confirm that the contractual arrangements are legally binding and enforceable under Chinese law, ensuring the company can exercise actual control over the Chinese operating entity[186]. - The contractual arrangements provide protection for the company's interests in the event of the death, bankruptcy, or divorce of shareholders of the Chinese operating entity[190]. - Disputes arising from the contractual arrangements must be resolved through friendly consultation, and if unresolved, will be submitted to the China International Economic and Trade Arbitration Commission for arbitration[188].

Financial Performance - The company's revenue for the year ended December 31, 2024, was approximately RMB 16.7 million, a decrease of about 29.5% compared to RMB 23.7 million from the previous year[4] - The gross loss for the year was approximately RMB 22.5 million, reduced by RMB 30.9 million from a gross loss of RMB 53.4 million in the previous year[4] - The gross margin improved to approximately (134.7)%, an increase of about 90.0 percentage points from (224.7)% in the previous year[4] - The loss attributable to equity shareholders for the year was approximately RMB 38.6 million, an increase of about RMB 23.0 million from a loss of RMB 15.6 million in the previous year[4] - The basic and diluted loss per share was RMB 1.79, compared to RMB 0.73 in the previous year[6] - The company recorded a net loss of RMB 38.6 million for the year ended December 31, 2024[11] - The adjusted pre-tax loss for the reporting segment was RMB (19,736,000) in 2024, significantly improved from RMB (87,817,000) in 2023[25] - Other income for 2024 was RMB 9,808,000, a decrease from RMB 75,287,000 in 2023[27] - The company reported a pre-tax loss of RMB 38,598,000 for the year ending December 31, 2024, compared to a loss of RMB 15,645,000 in 2023, indicating a significant increase in losses[35] - The group reported a net loss of RMB 38,598,000 for the year ending December 31, 2024, indicating significant financial challenges[46] Assets and Liabilities - As of December 31, 2024, total assets less current liabilities amounted to RMB 165.1 million, down from RMB 203.9 million in the previous year[7] - The company's total equity decreased to RMB 164.5 million from RMB 203.1 million in the previous year[8] - The group’s total assets in the media segment were RMB 280,807,000 in 2024, down from RMB 325,153,000 in 2023[25] - The group’s total liabilities in the media segment were RMB 116,282,000 in 2024, compared to RMB 122,030,000 in 2023[25] - Total liabilities as of December 31, 2024, amount to approximately RMB 89.5 million, up from RMB 87.1 million in 2023, with a debt ratio of 46.3% compared to 73.7% in 2023[66] - The company has overdue bonds of RMB 35.1 million and other borrowings of RMB 54.4 million as of December 31, 2024[11] - The overdue bonds amount to RMB 35,106,000 since February 2022, and other borrowings of RMB 54,427,000 have been overdue since November 2023, raising concerns about the group's going concern ability[46] Cash Flow and Financing - As of December 31, 2024, the group's cash and cash equivalents were approximately RMB 13.3 million, a decrease of about 94.4% from RMB 236.7 million last year[61] - The total financing costs for 2024 were RMB 16,405,000, up from RMB 8,936,000 in 2023, marking an increase of approximately 83%[28] - The net financing cost for the year was approximately RMB 16.4 million, an increase of about 84.3% from RMB 8.9 million last year[58] - The group is conducting regular reviews of its capital structure and may raise additional capital through bond issuance or new shares when appropriate[15] Operational Performance - The group reported customer contract revenue of RMB 16,676,000 for 2024, a decrease of 29.7% from RMB 23,748,000 in 2023[25] - Employee costs decreased to RMB 6,936,000 in 2024 from RMB 11,923,000 in 2023, reflecting a reduction of approximately 42%[29] - Trade receivables increased to RMB 16,643,000 in 2024 from RMB 8,441,000 in 2023, representing a growth of about 97%[36] - Trade and other payables decreased to RMB 14,944,000 in 2024 from RMB 21,067,000 in 2023, a reduction of about 29%[40] - The average accounts receivable turnover period for film and television projects was 303 days, a significant reduction from 1,310 days in the previous year[61] Dividend and Shareholder Information - The company did not recommend the distribution of a final dividend for the year[3] - The company has no plans to declare dividends for the year ending December 31, 2024, consistent with the previous year[33] - No dividends have been proposed for the year ending December 31, 2024, consistent with the previous year[95] Tax and Compliance - The current tax liabilities as of December 31, 2024, are RMB 11,266,000, down from RMB 13,342,000 in 2023[43] - The group’s tax liabilities primarily include VAT of RMB 2,830,000, which increased from RMB 1,769,000 in 2023[41] - The amount related to unresolved tax issues has decreased from RMB 395 million in 2021 to RMB 113 million in 2024, with plans to eliminate this amount by 2025[91] - The independent auditor's report indicates a qualified opinion due to uncertainties regarding the recognition of income and tax liabilities[42] Strategic Initiatives - The company is actively recovering trade and other receivables and is in discussions with creditors regarding the timely renewal or extension of other borrowings[15] - The company anticipates a gradual recovery in the media industry as the Chinese government focuses on boosting domestic consumption and transitioning to a new growth model in 2024[81] - The company is focusing on diversifying its media business and exploring more commercial opportunities to better reward shareholders[81] - The company is currently in the process of preparing and filming various projects, with several scripts completed and awaiting production[82] Governance and Management - The board of directors has appointed Mr. Huang Bo as an independent non-executive director effective October 16, 2024, ensuring compliance with listing rules[85] - The audit committee agrees with management's view that the action plan is effective in addressing the audit issues and will continue to monitor its implementation[92] - The audit committee has reviewed the accounting principles and practices adopted by the group, ensuring that the consolidated financial statements fairly present the group's financial position and performance for the year[94]