目 錄 20 22 20 05 11 26 2 公司資料 4 財務摘要 6 主席致辭 8 主要被授權商及活動 17 管理層討論與分析 34 董事及高級管理層履歷 41 董事會報告 106 企業管治報告 125 環境、社會及管治報告 159 獨立核數師報告 169 綜合全面收益表 171 綜合財務狀況表 173 綜合權益變動表 175 綜合現金流量表 176 綜合財務報表附註 258 財務概要 公司資料 董事會 執行董事 許夏林先生 （董事會主席兼行政總裁） 郭振傑先生 張展耀先生 謝子亮先生 （於2024年5月24日辭任） 非執行董事 梁興超先生 （於2024年10月23日獲委任） 李享先生 （於2024年10月23日辭任） 獨立非執行董事 梁丙焄女士 宋治強先生 陳嘉賢教授 ，太平紳士 （於2025年1月2日獲委任） 陳繼宇博士， 榮譽勳章，太平紳士 （於2025年1月2日辭任） 薪酬委員會 梁丙焄女士 （主席） 許夏林先生 宋治強先生 提名委員會 許夏林先生 （主席） 宋治強先生 陳嘉賢教授 ，太平紳士 （於2025年1月2日獲委任） 陳繼宇博士， 榮譽勳章，太平紳士 （於2025年1月2日辭任） 審核委 ...

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，且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倚賴 該等內容而引致的任何損失承擔任何責任。 B.Duck Semk Holdings International Limited 小黃鴨德盈控股國際有限公司 （於開曼群島註冊成立的有限公司） （股份代號：2250） 截至2024年12月31日止年度的年度業績公告 | 財務摘要 | | | | --- | --- | --- | | | 2024 | 2023 | | | 財政年度 | 財政年度 | | | 千港元 | 千港元 | | 收益 | 128,526 | 129,542 | | 年內虧損 | (49,340) | (46,691) | | 本公司權益持有人應佔虧損 | (46,404) | (46,206) | | 非香港財務報告準則財務計量的 | | | | 經調整虧損淨額(1) | (40,505) | (40,588) | | 非香港財務報告準則財務計量的經調整 | | | | 純虧損率(%)(2) | (31.5) | (31.3) ...

| --- | --- | --- | --- | |-------|-------|-------|-------------------------| | | | | | | | BDUCK | | 0 SEMK Products Limited | 目 錄 2 公司資料 4 財務摘要 6 主席致辭 11 管理層討論與分析 38 其他資料 50 獨立核數師報告 52 中期簡明綜合全面收益表 54 中期簡明綜合財務狀況表 56 中期簡明綜合權益變動表 58 中期簡明綜合現金流量表 60 中期財務資料附註 UCKPL"AYFU 董事會 審核委員會 宋治強先生（主席） 梁丙焄女士 陳繼宇博士，榮譽勳章，太平紳士 執行董事 許夏林先生 （董事會主席兼行政總裁） 郭振傑先生 張展耀先生 謝子亮先生 （於2024年5月24日辭任） 公司秘書 謝子亮先生 （於2024年5月24日辭任） 文諾欣女士（香港會計師公會會員） （於2024年5月24日獲委任） 非執行董事 授權代表 （就上市規則而言） 李享先生 許夏林先生 謝子亮先生 （於2024年5月24日辭任） 文諾欣女士 （於2024年5月24日獲委任） 獨立非執行董事 ...

Revenue and Financial Performance - Revenue for the six months ended June 30, 2024, increased to HKD 59.915 million, up from HKD 57.093 million in the same period in 2023[1] - The company's total revenue for the six months ended June 30, 2024, was HKD 59.915 million, compared to HKD 57.093 million in the same period in 2023[26] - Revenue from sales of licensed brand products increased to HKD 33.590 million in 2024 from HKD 27.699 million in 2023[26] - Revenue from mainland China accounted for HKD 57.161 million in 2024, up from HKD 55.559 million in 2023[29] - Revenue from the role licensing business decreased by 10.4% to HKD 26.3 million in the first six months of 2024 compared to HKD 29.4 million in the same period in 2023, primarily due to reduced licensing fees and additional licensing fees from licensees[67] - Revenue from e-commerce and other businesses increased by 21.3% to HKD 33.6 million in the first six months of 2024 compared to HKD 27.7 million in the same period in 2023, driven by increased promotional efforts and expansion into other e-commerce platforms in China and Southeast Asia[67] - Revenue from B.Duck products, the company's main product category, decreased by 4.2% to HKD 22.5 million in the first six months of 2024 compared to HKD 23.5 million in the same period in 2023, accounting for 85.3% of total licensing revenue[68] - Revenue from the Chinese mainland accounted for 95.4% of total revenue in the first six months of 2024, compared to 97.3% in the same period in 2023, while revenue from Southeast Asia and Taiwan increased to 2.7% from 0.6%[69] - Revenue from the role licensing business by service type showed that design consulting service fees increased to 28.0% of total revenue in the first six months of 2024, up from 21.2% in the same period in 2023[70] Net Loss and Profitability - Net loss attributable to equity holders of the company for the six months ended June 30, 2024, was HKD 16.961 million, compared to HKD 15.782 million in 2023[1] - Adjusted net loss margin improved to -22.7% in 2024 from -27.6% in 2023[1] - Return on equity (ROE) worsened to -8.3% in 2024 from -5.8% in 2023[2] - The company recorded a net loss attributable to equity holders of HK$17.0 million in the first six months of 2024, compared to HK$15.8 million in the same period last year[84] - Adjusted net loss attributable to equity holders under non-HK financial reporting standards was HK$13.618 million, compared to HK$15.782 million in the same period last year[82] - Basic loss per share increased to 1.79 HKD cents in 2024 from 1.64 HKD cents in 2023, with a reported loss attributable to owners of 16,961 thousand HKD[40] Segment Performance - Segment gross margin increased to 54.8% in 2024 from 45.6% in 2023[2] - The role licensing segment reported a loss of HKD 12.858 million, while the e-commerce and other segment reported a loss of HKD 2.172 million for the six months ended June 30, 2024[28] - The total outstanding contract amount for the role licensing business decreased from HK$62.3 million at the end of 2023 to HK$48.1 million at the end of June 2024, with a significant reduction in merchandise licensing from HK$59.1 million to HK$45.2 million[71] Assets and Liabilities - Total assets decreased to HKD 314.798 million as of June 30, 2024, from HKD 348.271 million as of December 31, 2023[5] - Cash and cash equivalents decreased to HKD 35.605 million as of June 30, 2024, from HKD 51.723 million as of December 31, 2023[5] - Inventory decreased to HKD 13.405 million as of June 30, 2024, from HKD 18.535 million as of December 31, 2023[5] - Trade receivables decreased to HKD 39.644 million as of June 30, 2024, from HKD 51.028 million as of December 31, 2023[5] - Contract assets increased to HKD 24.581 million as of June 30, 2024, from HKD 19.216 million as of December 31, 2023[5] - Total equity decreased from 248,979 thousand HKD as of December 31, 2023, to 227,884 thousand HKD as of June 30, 2024, reflecting a decline of 8.5%[6] - Retained earnings dropped from 86,212 thousand HKD to 69,251 thousand HKD, a decrease of 19.7%[6] - Total liabilities decreased from 99,292 thousand HKD to 86,914 thousand HKD, a reduction of 12.5%[6] - Lease liabilities decreased from 18,319 thousand HKD to 13,614 thousand HKD, a reduction of 25.7%[6] - Current liabilities decreased from 80,809 thousand HKD to 73,300 thousand HKD, a decline of 9.3%[6] - Net current assets decreased from HK$145.7 million as of December 31, 2023, to HK$123.8 million as of June 30, 2024, primarily due to a decrease in trade receivables and cash and cash equivalents[85] - Trade receivables and contract assets decreased from HK$70.2 million as of December 31, 2023, to HK$64.2 million as of June 30, 2024, mainly due to timely payments from customers[86] - Inventory decreased from HK$18.5 million as of December 31, 2023, to HK$13.4 million as of June 30, 2024, due to inventory utilization and conservative procurement policies[87] - Cash and cash equivalents and bank deposits decreased from HK$91.7 million as of December 31, 2023, to HK$75.6 million as of June 30, 2024, due to dividend payments, lease liability repayments, and property, plant, and equipment purchases[88] - Right-of-use assets decreased from HK$23.6 million as of December 31, 2023, to HK$17.8 million as of June 30, 2024, due to depreciation and lease payments[89] - Intangible assets slightly decreased from HK$2.9 million as of December 31, 2023, to HK$2.7 million as of June 30, 2024, due to amortization of trademarks[90] - Bank borrowings as of June 30, 2024, were HK$42.068 million, compared to HK$43.572 million as of December 31, 2023[91] - The company's gearing ratio increased from 16.5% as of June 30, 2023, to 18.5% as of June 30, 2024[93] Credit Risk and Provisions - Trade receivables credit concentration risk was 31,689 thousand HKD as of June 30, 2024, representing 82% of total trade receivables, compared to 44,587 thousand HKD (63%) as of December 31, 2023[15] - Expected credit loss rate for individually assessed trade receivables and contract assets is 27.3% as of June 30, 2024, with a provision of HKD 13,224 thousand against a total book value of HKD 48,461 thousand[17] - The expected credit loss rate for trade receivables overdue for more than 180 days is 61.8%, with a provision of HKD 2,893 thousand against a total book value of HKD 4,679 thousand[17] - For e-commerce and other receivables, the expected credit loss rate for those overdue for more than 180 days is 73.8%, with a provision of HKD 146 thousand against a total book value of HKD 198 thousand[17] - The company recognized a full-period expected credit loss of HKD 2,931 thousand for other receivables from third parties, amounting to HKD 69,156 thousand, due to a significant increase in credit risk[18] - The company's credit loss allowance for trade receivables decreased to 16,668 thousand HKD in 2024 from 22,035 thousand HKD in 2023, with a reversal of impairment losses of 1,821 thousand HKD[44] - Total deposits, prepayments, and other receivables decreased from 109,359 thousand HKD in 2023 to 107,849 thousand HKD in 2024, with a reduction in impairment provisions from 3,863 thousand HKD to 2,931 thousand HKD[46] - Non-current portion of deposits and other receivables decreased slightly from 64,234 thousand HKD in 2023 to 63,994 thousand HKD in 2024[46] Expenses and Costs - Employee benefits expenses increased to 31,726 thousand HKD in 2024 from 27,780 thousand HKD in 2023, with a notable inclusion of share-based payments of 3,787 thousand HKD in 2024[34] - Other expenses decreased to 17,652 thousand HKD in 2024 from 20,056 thousand HKD in 2023, with significant reductions in legal and professional fees from 9,220 thousand HKD to 7,322 thousand HKD[35] - Net financial income increased to 1,071 thousand HKD in 2024 from 124 thousand HKD in 2023, driven by higher bank deposit interest income of 1,629 thousand HKD compared to 125 thousand HKD in 2023[35] - Current tax expenses decreased to 762 thousand HKD in 2024 from 1,325 thousand HKD in 2023, with a significant drop in withholding tax from 1,012 thousand HKD to 5 thousand HKD[36] - Cost of goods sold remained stable at HK$15.2 million in the first half of 2024, representing 18.3% of total operating expenses, compared to HK$15.1 million (19.1%) in the same period of 2023[72] - Employee benefits expenses increased by 14% to HK$31.7 million in the first half of 2024, accounting for 38.1% of total operating expenses, driven by share-based payments to key employees[72] - Promotion costs increased by 11.6% to HK$7.7 million in the first half of 2024 compared to HK$6.9 million in the same period of 2023[75] - Online platform usage fees increased by 11.5% to HK$2.9 million in the first half of 2024 compared to HK$2.6 million in the same period of 2023[76] - Legal, audit, and professional fees decreased to HK$8.4 million (47.8% of other expenses) in the first half of 2024 from HK$10.3 million (51.2%) in the same period of 2023[78] - Net finance income increased significantly to HK$1.1 million in the first half of 2024 from HK$0.1 million in the same period of 2023, driven by higher average deposit balances and interest rates[80] Dividends and Share Repurchases - The company declared a final dividend of 0.5 HKD cents per share for 2023, totaling 4,904,965 HKD, but no interim dividend for the first half of 2024[38] - Final dividend of HK$0.005 per share for the year ended December 31, 2023, totaling HK$4,904,965, was approved and paid within the six months ended June 30, 2024[105] - The company repurchased a total of 19,007,000 shares of its ordinary shares through the stock exchange, with a total payment of approximately HKD 30,047,000, of which HKD 4,000 and HKD 30,043,000 were deducted from share capital and share premium respectively[56] - The company declared a final dividend of HKD 0.005 per ordinary share for 2023, totaling HKD 4,904,965, which was offset by dividends received by the trustee for shares held under the Share Award Scheme[56] Share-Based Payments and Incentives - The company granted 14,608,000 reward shares to selected participants on October 31, 2023, and 14,714,000 reward shares to two senior management members of Shenzhen Dequ Technology Co., Ltd. on January 31, 2024[57] - The group recognized expenses of approximately HKD 3,787,000 for the share awards granted during the six months ended June 30, 2024[57] - As of June 30, 2024, the Share Award Scheme held 34,393,000 shares, compared to 32,700,000 shares as of December 31, 2023[56] - The trustee purchased 1,693,000 shares at a total cost of HKD 1,975,000 for the share incentive plan during the six months ending June 30, 2024[113] Legal and Regulatory Matters - The company received HKD 1.361 million in compensation from legal actions against third parties for trademark infringement in 2024[33] - The company has set aside a provision of RMB 1,000,000 (approximately HKD 1,096,000) for potential damages and legal fees related to a trademark infringement case, with the likelihood of the judgment being overturned based on legal advice[94] - The company deviated from the Corporate Governance Code by having the Chairman and CEO roles combined, but believes this arrangement is in the best interest of the group[114] - The company does not provide monthly updates to the board but ensures timely updates on significant matters to fulfill board responsibilities[115] - The company has adopted the Standard Code for Securities Transactions and confirmed compliance by all directors and senior management during the six months ending June 30, 2024[116] - The Audit Committee, established on December 15, 2021, consists of independent non-executive directors and operates under written terms of reference[117] - The Audit Committee has reviewed the unaudited condensed interim financial information for the six months ended June 30, 2024, and confirmed compliance with applicable accounting standards and disclosure requirements[118] - The unaudited condensed interim financial information for the six months ended June 30, 2024, has been reviewed by the company's auditor, PricewaterhouseCoopers[118] - The interim report for the six months ended June 30, 2024, will be published on the Hong Kong Stock Exchange website (www.hkexnews.hk) and the company's website (www.semk.net)[119] - The interim report will be sent to shareholders as needed[119] Strategic Initiatives and Future Plans - The company plans to focus on the "B.Duck+ IP" matrix, developing self-researched products, opening offline retail stores, and expanding into new consumer sectors such as gaming, offline eco-tourism, trendy toys, and the metaverse[106] - The company will collaborate with Guizhou Tourism Group to create B.Duck-themed entertainment parks, themed tourism routes, and tourism merchandise, aiming to enhance the B.Duck IP's commercial value[107] - The company has established a large entertainment innovation business development center to deepen its gaming and related businesses, leveraging the WeChat ecosystem to absorb private traffic and improve conversion rates[108] - The company has formed a product planning team to adopt a self-developed, self-produced, and self-sold model, enhancing brand exposure and profitability through online and offline channels[108] - The company will focus on internationalization, leveraging the "B.Duck IP" to penetrate Southeast Asian markets through partnerships with OTA platforms like Ctrip and Meituan[109] - The company plans to open its first offline retail flagship store in Hong Kong and overseas, creating a comprehensive brand experience center with customized products and localized entertainment activities[109] - The company will continue to leverage AIGC technology to enhance production efficiency and quality, exploring applications in video generation, IP-specific voice, and theme songs for creative, marketing, and animation fields[110] - A new IP operation innovation department has been established to accelerate the commercialization of new IPs, aiming to replicate the success of the "B.Duck IP" model[111] - The company plans to invest in and collaborate with startups in new consumption and retail sectors, leveraging its resources in brand, IP operation, design, funding, and channels to expand licensing categories and enhance financial returns[112] - The company aims to establish a revenue system exceeding 1 billion yuan, focusing on retail, offline cultural tourism, online gaming, cross-border expansion, and AIGC innovation to build a comprehensive IP ecosystem worth over 10 billion yuan[112] - The company will seek partnerships with local governments and state-owned capital to form industrial investment funds, targeting digital cultural IP, new consumption, new media, ACGC animation, and gaming sectors[112] Investments and Acquisitions - The company acquired a 20% stake in a non-listed entity in China for 7,592,000 HKD in 2023, classified as a financial asset at fair value through profit or loss[49] - The company acquired a 10% stake in another non-listed entity in China for 1,294,000 HKD in 2023, also classified as a financial asset at fair value through profit or loss[50] - The fair value of non-listed equity investments decreased from 9,735 thousand HKD in 2023 to 8,782 thousand HKD in 2024, with a fair value loss of 889 thousand HKD[48][49] - The company has not made any significant acquisitions or disposals of subsidiaries, associates, or joint ventures during the six months ending June 30, 2024[101] - The company has not made any significant investments or capital asset plans beyond those disclosed in the prospectus dated December 30, 202

Financial Performance - The company's revenue from e-commerce and other businesses decreased from approximately HKD 68.9 million in the fiscal year 2022 to about HKD 60.6 million in the fiscal year 2023, representing a decline of approximately 12.0%[3]. - The operating loss for the company increased significantly from an operating profit of approximately HKD 79.9 million in the fiscal year 2022 to an operating loss of about HKD 43.7 million in the fiscal year 2023, indicating a decline of approximately 155%[26]. - The adjusted net profit for the fiscal year 2023 decreased by approximately 161.8% to a loss of about HKD 46.7 million, compared to a profit of approximately HKD 75.6 million in fiscal year 2022[37]. - The net loss for the fiscal year 2023 was HKD 46,691 thousand, compared to a profit of HKD 75,555 thousand in fiscal year 2022[63]. - The total revenue for the company in the fiscal year 2023 was approximately HKD 129.542 million, a decrease from HKD 192.608 million in the fiscal year 2022, reflecting a decline of about 32.8%[171]. - The company's licensing revenue decreased from approximately HKD 123.7 million in the fiscal year 2022 to about HKD 69.0 million in the fiscal year 2023, representing a decline of approximately 44.2%[181]. - Revenue from the character licensing business for the fiscal year 2023 was approximately HKD 68.966 million, down from HKD 123.745 million in the fiscal year 2022, indicating a significant drop[171]. - The adjusted profit attributable to equity holders for fiscal year 2023 was HKD -40,588 thousand, compared to HKD 87,369 thousand in fiscal year 2022[63]. Revenue Sources - The total revenue from licensing fees decreased from HKD 74.814 million in the fiscal year 2022 to HKD 47.384 million in the fiscal year 2023, a decline of approximately 36.5%[21]. - Revenue from Mainland China for the fiscal year 2023 was HKD 123,021,000, accounting for 95.0% of total revenue, compared to HKD 183,144,000 and 95.1% in fiscal year 2022[183]. - Revenue from B.Duck products accounted for 79.0% of the company's total licensing revenue in the fiscal year 2023, down from 85.9% in the previous year[175]. - The group's self-created intellectual property revenue reached HKD 123.745 million, a significant increase from HKD 68.966 million in the previous year, representing a year-on-year growth of approximately 79.5%[89]. Expenses and Costs - The company's promotional costs increased slightly from approximately HKD 15.8 million in the fiscal year 2022 to about HKD 16.2 million in the fiscal year 2023[10]. - The financial cost net amount increased from approximately HKD 0.8 million in the fiscal year 2022 to about HKD 2.5 million in the fiscal year 2023, representing an increase of approximately 212.5%[28]. - Legal, audit, and professional fees increased to HKD 23,435,000 in fiscal year 2023, accounting for 57.4% of total operating expenses, up from HKD 12,227,000 and 37.1% in fiscal year 2022[200]. - Employee benefit expenses for fiscal year 2023 were approximately HKD 64.5 million, representing 35.8% of total operating expenses, compared to HKD 65.9 million and 36.5% in fiscal year 2022[198]. - The total operating expenses for fiscal year 2023 amounted to HKD 40,793,000, compared to HKD 32,937,000 in fiscal year 2022[200]. Assets and Liabilities - Cash and cash equivalents decreased from approximately HKD 144.2 million on December 31, 2022, to approximately HKD 91.7 million on December 31, 2023, primarily due to operating and investment cash outflows and dividend payments[34]. - The company's asset-liability ratio as of December 31, 2023, was 17.5%, attributed to new borrowings during the fiscal year[54]. - The group's net current assets decreased from approximately HKD 265.6 million to HKD 145.7 million, primarily due to cash outflows from operations and investments[92]. - The company has no interest-bearing borrowings, making the debt-to-equity ratio not applicable[63]. Market Expansion and Strategy - The company is focusing on expanding its e-commerce sales platforms in overseas markets, including Thailand, Indonesia, Vietnam, the Philippines, Malaysia, and Singapore, which are still in the growth stage[3]. - The company is exploring the potential for designing and selling its own products on e-commerce platforms, leveraging synergies from its licensing business[169]. - The company has engaged in various brand collaborations, including partnerships with Tangle Teezer and other brands to expand its product offerings[125]. - The company aims to expand its quality IP portfolio through internal development, incubation, acquisitions, and partnerships with licensing agents[85]. - The company signed strategic cooperation agreements with several entities in Suzhou, China, to explore non-organic growth and investment opportunities[85]. Product Development and Innovation - The launch of the new product line, including the first "B.Duck" trendy toy, aims to attract a younger demographic and enhance brand appeal[97]. - The company has established an AI design team to enhance creativity in game development and derivative product sales[198]. - The company has established a joint venture with Shenzhen Dream Workshop Technology Co., Ltd. to focus on game development and distribution, targeting Gen Z fans[103]. Awards and Recognition - The company received multiple awards in 2023, including "Top 10 IP Licensing Agents" and "Best Listed Company ESG Responsibility Award" in the capital market[84].

按知識產權劃分的收益 角色授權業務產生的收益 下表載列本集團於2022財政年度及2023財政年度角色授權業務按服務種類劃分的 收益分析： | --- | --- | --- | --- | --- | |----------------|------------------------|-------|------------------------|-------| | | 2023 財政年度 \n千港元 | \n% | 2022 財政年度 \n千港元 | % | | 商品授權 | | | | | | 最低保證金 | 39,175 | 56.8 | 49,728 | 40.2 | | 額外授權金 | 8,209 | 11.9 | 25,086 | 20.3 | | 授權金收入總額 | 47,384 | 68.7 | 74,814 | 60.5 | | 實景娛樂授權 | | | | | | 最低保證金 | 4,668 | 6.8 | 5,315 | 4.3 | | 額外授權金 | 2,064 | 3.0 | 1,446 | 1.2 | | 授權金收入總額 | 6,732 | 9.8 | 6,761 | 5.5 ...

http://www.semk.net 有關香港法律 競天公誠律師事務所有限 法律責任合夥 香港 皇后大道中15號 置地廣場 公爵大廈 32樓3203–3207室 寶德隆證券登記有限公司 香港 北角 電氣道148號 21樓2103B室 合規顧問 核數師 羅兵咸永道會計師事務所 執業會計師 註冊公眾利益實體核數師 香港中環 太子大廈22樓 股份代號 2250 l 收益 57,093 91,737 期內虧損 (15,834) (18,523) 純利率(%)(1) (27.7) (20.2) 器 및 器 財務摘要 角色IP行業的發展活躍，我們走在變革最前沿，通過擁抱前沿AI技術，增 強我們的3D設計品類，從而為更高效地開發新產品設計賦能。憑藉我們 超過36,000個SKU的龐大資料庫，AI技術可以在產品設計中加入更多變化 及選擇，為客戶提供更豐富的選擇。重要的是，AI技術增強了我們的創 造力，讓我們可擴展至動畫、電影、小說、潮流玩具、遊戲和元宇宙等領 域，拓寬我們的變現管道。 在地域橫向擴張方面，我們將通過內部開發、孵化努力、收購及與授權 代理合作，擴充優質IP組合。我們的戰略目標是成為「優質綜合IP運營企 業」。 ...

| --- | --- | --- | --- | --- | |-------------------------|-----------------------|------------------------------------|--------------------------|--------| | | 2023 年 6 月 \n千港元 | 截至以下日期止六個月 \n30 日 \n% | 2022 年 6 月 30 \n千港元 | 日 \n% | | 商品授權 | | | | | | | | | | | | 最低保證金 | 18,596 | 63.3 | 23,569 | 48.4 | | 額外授權金 | 2,066 | 7.0 | 11,617 | 23.9 | | 授權金收入總額 | 20,662 | 70.3 | 35,186 | 72.3 | | | | | | | | 實景娛樂授權 最低保證金 | 573 | 1.9 | 1,574 | 3.2 | | 額外授權金 | 625 | 2.1 | 477 | 1.0 | | | | | | | | 授權金收入總額 | 1,198 | 4. ...

Management Team - The company appointed Mr. Guo as an executive director on April 28, 2021, bringing over 18 years of experience in sales, marketing, and licensing[1]. - Mr. Guo previously worked in the banking industry for over four years before joining the group in August 2003 as the Sales and Marketing Director[2]. - The management team includes Mr. Chen, who has over 14 years of experience in licensing and has been with the group since February 2012[9]. - Mr. Xie, appointed as Chief Financial Officer in January 2020, has over 15 years of experience in audit, accounting, and finance[20]. - The company has a strong focus on brand management and product design, led by Ms. Tan, who has over 19 years of experience in product design and development[13]. - The board includes non-executive director Mr. Chen, who oversees management and strategic planning, with a background in investment management[21]. - The management team has a diverse educational background, with degrees from institutions such as the University of Hong Kong and Stanford University[18][8]. - The company has independent non-executive directors providing independent judgment and oversight[25]. - The company has a diverse board with members experienced in law, education, and e-commerce[27]. Corporate Strategy - The company emphasizes internal control systems and investor relations as part of its corporate governance strategy[20]. - The group has a structured approach to its business operations, with a focus on strategic planning and market expansion initiatives[21]. - The company aims to expand its intellectual property portfolio and recruit new designers to enhance product lines, focusing on fashion brands and trendy toys[36]. - The company plans to explore the metaverse community and build online and offline private traffic pools to deepen brand positioning and enhance fan loyalty[36]. - The company is committed to developing cross-border e-commerce in Southeast Asia to replicate its success in the Chinese market overseas[36]. - The company intends to acquire new ownership rights with a solid design and brand foundation, focusing on traditional Chinese cultural intellectual property and high-potential participants in the design and licensing value chain[36]. - A three-year development plan has been established to enhance brand diversification and overall market penetration, focusing on resource integration and synergy with industry peers[69]. - The company aims to expand its quality intellectual property matrix through self-development, acquisitions, and partnerships with licensing agents, targeting a strategic goal of becoming a "quality comprehensive intellectual property company" over the next three years[93]. Financial Performance - The company's revenue for the fiscal year 2022 was HKD 192.6 million, a decrease from HKD 290.0 million in 2021, representing a decline of approximately 33.6%[44]. - The net profit for the fiscal year 2022 was HKD 75.6 million, an increase from HKD 62.9 million in 2021, reflecting a growth of about 20.0%[44]. - The adjusted net profit margin based on non-Hong Kong Financial Reporting Standards for 2022 was 45.4%, up from 26.6% in 2021, indicating a significant improvement in profitability[44]. - The adjusted net profit for the fiscal year 2022 was HKD 87.4 million, compared to HKD 77.3 million in 2021, showing an increase of approximately 13.8%[44]. - The company achieved a net profit margin of 39.2% in 2022, up from 21.7% in 2021[61]. - The current ratio improved significantly from 2.3 in 2021 to 6.1 in 2022, indicating better liquidity[61]. - The total revenue for the group in FY2022 was HKD 192.6 million, down from HKD 290.0 million in FY2021, reflecting a significant decline in the licensing business[147]. - The group reported a total licensing income of HKD 74.8 million in FY2022, down from HKD 132.7 million in FY2021, reflecting challenges in the licensing market[148]. - The net tax expense decreased by approximately 82.3% from HKD 19.8 million in fiscal year 2021 to HKD 3.5 million in fiscal year 2022, mainly due to a reduction in profit before tax[161]. Licensing and Market Position - The company primarily engages in character licensing and e-commerce, focusing on the B.Duck brand[32]. - B.Duck maintained its position as the largest domestic character intellectual property in China, increasing the number of licensees from 385 to 406 in 2022[50]. - The total contract value increased from HKD 78.2 million as of December 31, 2021, to HKD 88.8 million as of December 31, 2022[50]. - The number of style guides created for licensed products grew from 950 to over 1,200, while the number of SKUs developed increased from 25,000 to over 36,000[50]. - The fan database for B.Duck grew by over 80%, with direct interactions across various e-commerce and social platforms reaching over 19 million subscribers and fans[50]. - The group ranked as the largest domestic licensor in the character licensing market in mainland China and Hong Kong in 2022[123]. E-commerce and Product Development - The company has a strong e-commerce operation led by a vice president with over nine years of experience in the industry[28]. - The group's e-commerce and other businesses have expanded to multiple platforms, including Tmall, JD.com, and HKTVmall, enhancing product accessibility for customers[143]. - The revenue from the design consulting service increased significantly from HKD 20.5 million in FY2021 to HKD 36.6 million in FY2022, representing 29.5% of total revenue in FY2022[148]. - The group is exploring the potential of designing its own products for e-commerce platforms, aiming to leverage synergies from its licensing business[143]. - The company launched a new business line targeting Generation Z, B.Studio, to enhance brand positioning and establish a digital marketing system[54]. - The company aims to transform its intellectual property brand into a trendy brand appealing to younger consumers through collaborations with popular mobile games and new-generation artists[68]. Joint Ventures and International Expansion - The company has established a joint venture in Thailand to promote product sales, signed on January 13, 2023[34]. - The company has established a joint venture in Thailand to operate e-commerce and licensing businesses, with Thailand being one of the largest overseas licensing regions for the company[71]. - Thailand's online retail penetration rate is relatively low, accounting for less than 2% of the Asia-Pacific region's licensed product retail sales in 2022, indicating significant growth potential in the licensing industry[71]. - The company plans to export its own e-commerce products and those developed by licensed manufacturers in mainland China to Thailand, expecting higher profitability in Thailand compared to the country of origin[71]. - The joint venture will collaborate with local institutions for comprehensive partnerships, including co-branded products and outdoor advertising[71]. Operational Challenges and Changes - The company completed a group restructuring on March 26, 2021, becoming the holding company of its subsidiaries[31]. - Employee benefits expenses for the fiscal year 2022 were approximately HKD 65.9 million, representing 36.5% of total operating expenses, compared to HKD 61.6 million and 30.8% in fiscal year 2021[151]. - The net impairment loss on financial and contract assets increased from approximately HKD 4.8 million in fiscal year 2021 to approximately HKD 15.1 million in fiscal year 2022, primarily due to an increase in trade receivables and contract assets[152]. - Operating profit decreased by approximately 5.3% from HKD 84.4 million in fiscal year 2021 to HKD 79.9 million in fiscal year 2022[159]. - Revenue from character licensing business decreased by approximately 25.8% from HKD 166.6 million in fiscal year 2021 to HKD 123.7 million in fiscal year 2022, attributed to COVID-19 related store closures[165]. - Revenue from e-commerce and other businesses fell by approximately 44.2% from HKD 123.4 million in fiscal year 2021 to HKD 68.9 million in fiscal year 2022, due to logistics delays and reduced consumer spending during the pandemic[166].

下表載列於2022財政年度及2021財政年度角色授權業務按業務服務種類劃分的合 約總額及未償付合約金額分析： 附註： 由 於 若 干 授 權 合 約 以 人 民 幣（「人民幣」）結 算，此 差 額 指 於 相 關 年 度 人 民 幣 及 港 元 的 匯 率 變動所產生的外幣換算差額。 | --- | --- | --- | |--------------------------------------------|-------------------------|-------------------------| | | 2022 財 政 年 度 千港元 | 2021 財 政 年 度 千港元 | | | | | | 年初未償付合約總額 商品授權 | 62,946 | 60,143 | | 實景娛樂授權 | 11,060 | 13,028 | | 內容及媒體授權 | 1,869 | 2,639 | | 推廣授權 | 1,193 | 420 | | 設計諮詢 | 1,084 | 1,547 | | | | | | 加：年內獲授╱已終止合約的合約淨額 商品授權 | 72,174 | 50,728 | | 實景娛 ...