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倚賴該等內容而引致之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） 於 2024 年 12 月 17 日舉行之 股東特別大會之投票結果 董事會欣然宣佈，於股東特別大會上提呈之該決議案已於2024年12月17日舉行 之股東特別大會上獲股東以投票表決方式正式通過。 該決議案全文載列於股東特別大會通告。股東特別大會之投票表決結果如下： | 普通決議案 | | | 已投票之股份數目 （概約%） | | | --- | --- | --- | --- | --- | | | | | 贊成 | 反對 | | 「動議謹此批准、確認及追認本公司與盈森玩具（惠州） | | | 233,853,000 | 0 | | 有限公司於 2024 年 11 日訂立的商品供應框架協議 | 月 | 22 | (100.00%) | ( ...

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通告的內容概不負 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通告全部或 任何部分內容而產生或因倚賴該等內容而引致之任何損失承擔任何責任。 普通決議案 「動議謹此批准、確認及追認本公司與盈森玩具（惠州）有限公司於2024年11月22日 訂 立 的 商 品 供 應 框 架 協 議（「經重續商品供應框架協議」）及 其 項 下 擬 進 行 的 持 續 關 連交易的年度上限；並謹此授權本公司任何董事代表本公司簽署及執行經重續商 品供應框架協議，並作出及採取彼可能認為就經重續商品供應框架協議而言屬必 要或適宜的一切有關事宜及一切有關行動。」 承董事會命 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） 股東特別大會通告 茲通告 小 黃 鴨 德 盈 控 股 國 際 有 限 公 司（「本公司」）謹 訂 於2024年12月17日（星 期 二） 下午三時正假座中國深圳南山區樞紐大街66號前海周大福金融大廈北塔7樓舉行 股 東 特 別 大 會 ...

此乃要件 請即處理 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通函之內容概不負 責，對其準確性或完整性亦不發表任何聲明，並明確表明概不會就本通函全部或 任何部分內容而產生或因倚賴該等內容而引致之任何損失承擔任何責任。 閣下如 對本通函任何方面或應採取之行動 有任何疑問，應諮詢 閣下之持牌證券 商、銀行經理、律師、專業會計師或其他專業顧問。 閣下如 已將名下之小黃鴨德盈控股國際有限公司股份全部 出售或轉讓，應立即將 本通函及隨附之代表委任表格送交買主或承讓人或經手買賣或轉讓之銀行、股票 經紀或其他代理商，以便轉交買主或承讓人。 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） 有關經重續商品供應框架協議的 持續關連交易；及 股東特別大會通告 獨立董事委員會及獨立股東的 獨立財務顧問 新百利融資有限公司 本公司謹訂於2024年12月17日（星 期 二）下 午 三 時 正 假 座 中 國 深 圳 南 山 區 樞 紐 大 街 66號前海周大福金融大廈北塔7樓舉行股東特別大會（「股東特別大 ...

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 產生或因倚賴該等內容而引致之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） 有關經重續商品供應框架協議的 持續關連交易 獨立董事委員會及獨立股東的 獨立財務顧問 新百利融資有限公司 於2024年11月22日，本公司與盈森玩具訂立經重續商品供應框架協議，期限由2025年 1月1日起至2025年12月31日止，為期一年。根據經重續商品供應框架協議，本公司已 同意並將促使本集團其他成員公司向盈森玩具採購商品（包括但不限於服裝及玩具）， 受限於截至2025年12月31日止年度的上限36,000,000港元。 上市規則的涵義 由於盈森玩具由執行董事、董事會主席、行政總裁及本公司控股股東之一許先生最終 全資擁有，故根據上市規則，其被視為許先生之聯繫人及本公司之關連人士。因此， 訂立經重續商品供應框架協議及其項下擬進行的交易 ...

執行董事： 許夏林先生 郭振傑先生 張展耀先生 非執行董事： 梁興超先生 獨立非執行董事： 梁丙焄女士 宋治強先生 陳繼宇博士， 榮譽勳章，太平紳士 董事會設有三個委員會。下表載列各董事會成員於該等委員會擔任的角色。 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） 董事名單及其角色和職能 小黃鴨德盈控股國際有限公司之董事（「董事」）會（「董事會」）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 | | --- | --- | --- | --- | --- | | 董事會成員 | | | | | | 許夏林先生 | | | 成員 | 主席 | | 梁丙焄女士 | | 成員 | 主席 | | | 宋治強先生 | | 主席 | 成員 | 成員 | | 陳繼宇博士， | 榮譽勳章，太平紳士 | 成員 | | 成員 | 香港，2024年10月23日 ...

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，幷明確表示概不就因本公告全部或 任何部分內容而産生或因倚賴該等內容而引致之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） 變更非執行董事； 委任首席財務官及公司秘書； 變更授權代表；及 已符合上市規則之規定 董事會謹此宣佈自 2024 年 10 月 23 日起： 變更非執行董事 小黃鴨德盈控股國際有限公司（「本公司」，連同其附屬公司，「本集團」）董 事（「董事」）會（「董事會」）謹此宣佈，李享先生（「李先生」）因其他工作 安排，已辭任非執行董事，自 2024 年 10 月 23 日起生效。 - 1 - 1. 李享先生已辭任非執行董事； 2. 梁興超先生已獲委任為非執行董事； 3. 黃潁釗先生獲委任爲首席財務官； 4. 麥玉嬌女士獲委任爲公司秘書； 5. 執行董事郭振傑先生不再擔任授權代表；及 6. 麥玉嬌女士獲委任爲授權代表。 李先生已確認，彼與董事會並無 ...

Financial Performance - For the six months ended June 30, 2024, the company's revenue increased by 4.9% to HKD 59,915,000 compared to HKD 57,093,000 for the same period in 2023[2]. - The company reported a loss attributable to equity holders of HKD 16,961,000 for the first half of 2024, compared to a loss of HKD 15,782,000 in the same period of 2023[2]. - The adjusted net loss margin for the first half of 2024 was 22.7%, an improvement from 27.6% in the same period of 2023[2]. - The gross profit margin for the company's segments improved to 54.8% in 2024 from 45.6% in 2023[3]. - The return on equity for the first half of 2024 was -8.3%, compared to -5.8% in the same period of 2023[3]. - The total revenue for the group increased from HKD 57.1 million in the first half of 2023 to HKD 59.9 million in the first half of 2024, representing a growth of approximately 4.9%[14]. - The company reported a total comprehensive loss of HKD 20,012,000 for the six months ended June 30, 2024, compared to a loss of HKD 22,910,000 for the same period in 2023, representing a decrease of approximately 8.3%[69]. - Basic and diluted loss per share for the period was HKD 1.79, compared to HKD 1.64 in the previous year, indicating an increase in loss per share of about 9.1%[69]. Revenue Breakdown - Revenue from overseas markets grew by 440% year-on-year, with the number of overseas licensees increasing by 66.7%[7]. - Revenue from character licensing business decreased by approximately HKD 3.1 million or 10.4% from HKD 29.4 million in the first half of 2023 to HKD 26.3 million in the first half of 2024[11]. - Revenue from e-commerce and other businesses increased by approximately HKD 5.9 million or 21.3% from HKD 27.7 million in the first half of 2023 to HKD 33.6 million in the first half of 2024, driven by increased promotional efforts and expansion into Southeast Asia[12]. - Revenue from sales of licensed brand products increased to HKD 33,590,000 in 2024 from HKD 27,699,000 in 2023, marking an increase of approximately 21.0%[108]. - Revenue from licensing services was HKD 18,945,000 for the six months ended June 30, 2024, down from HKD 22,473,000 in 2023, a decrease of about 15.0%[108]. - Revenue from mainland China constituted 95.4% of total revenue in the first half of 2024, slightly down from 97.3% in the first half of 2023[15]. Operational Developments - The number of authorized merchants increased from 430 as of June 30, 2023, to 495 as of June 30, 2024[5]. - The company signed a memorandum of cooperation with Guizhou Tourism Industry Development Group to enhance the integration of cultural tourism[5]. - The company is focusing on expanding its offline cultural tourism business through strategic partnerships with leading brands in the industry[5]. - The company launched its first mini-program game and three licensed cooperative games, enhancing user engagement and economic benefits[6]. - The company is actively expanding its business in Southeast Asia and plans to extend into North America, South America, and South Africa[8]. - The company aims to become a leading comprehensive IP operation enterprise, signing strategic cooperation agreements with various entities in mainland China[8]. Cost Management - The design team size was reduced by 25.68%, leading to a decrease in salary costs by HKD 0.4 million, excluding pension costs and share-based payments[6]. - Cost of goods sold for the first six months of 2024 was approximately HKD 15.2 million, representing 18.3% of total operating expenses, compared to HKD 15.1 million and 19.1% in the same period of 2023[18]. - Employee benefit expenses increased to approximately HKD 31.7 million in the first six months of 2024, accounting for 38.1% of total operating expenses, up from HKD 27.8 million and 35.3% in 2023[18]. Cash Flow and Liquidity - Cash and cash equivalents and bank deposits decreased from approximately HKD 91.7 million as of December 31, 2023, to approximately HKD 75.6 million, mainly due to dividend payments, lease liabilities repayment, and property, plant, and equipment purchases[32]. - Net cash used in operating activities was HKD (340,000) for the six months ended June 30, 2024, compared to HKD (1,201,000) in the previous year, showing an improvement in cash flow[76]. - The company incurred a net cash outflow from investing activities of HKD (3,481,000), an improvement from HKD (7,564,000) in the prior year[76]. - The company maintained a net cash position as of June 30, 2024, with cash and cash equivalents of approximately HKD 35,605,000 and fixed deposits of HKD 40,000,000[104]. Shareholder Information - The board has decided not to declare any interim dividend for the six months ended June 30, 2024[44]. - The company declared a final dividend of HKD 0.005 per ordinary share, totaling HKD 4,904,965, which was fully paid on June 21, 2024[122]. - The company has a stock option plan approved by shareholders on December 20, 2021, with 100,000,000 options available for grant as of June 30, 2024[58]. - The shareholding structure indicates significant control by a few entities, with multiple layers of ownership among major shareholders[57]. Legal and Compliance - The company is involved in a legal case with a claim for damages amounting to RMB 55,000,000 (approximately HKD 60,262,000) related to unfair competition and trademark infringement[145]. - The company has made provisions of RMB 1,000,000 (approximately HKD 1,095,674) for potential damages and legal costs related to the aforementioned case as of June 30, 2024[145]. - The company has adopted the standard code for securities trading as per the listing rules, ensuring compliance among its directors[53]. - The audit committee has reviewed the interim financial information and confirmed compliance with applicable accounting standards and listing rules[66]. Future Outlook - The company aims to create a comprehensive IP ecosystem business entity exceeding 10 billion yuan in scale through innovative development and strategic deployment[51]. - The group plans to leverage the B.Duck IP to enhance commercial value by collaborating with various sectors of the Gui Travel Group, including hotels and tourism services, to create themed entertainment parks and travel products[45]. - The company aims to establish a revenue scale exceeding 1 billion yuan, focusing on digital cultural IP, new consumption, new media, ACGC animation, and gaming investments[51].

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].

Revenue Performance - The revenue from character licensing business decreased by approximately 44.2% from HKD 123.7 million in FY2022 to HKD 69.0 million in FY2023[7]. - The total revenue from product licensing in FY2023 was HKD 47.4 million, accounting for 68.7% of the total licensing revenue, down from HKD 74.8 million (60.5%) in FY2022[2]. - In the fiscal year 2023, total revenue was approximately HKD 129,542,000, a decrease of about 32.8% from HKD 192,608,000 in fiscal year 2022[11][17]. - Revenue from mainland China accounted for 95.0% of total revenue in fiscal year 2023, totaling HKD 123,021,000, compared to 95.1% and HKD 183,144,000 in fiscal year 2022[11]. - Revenue for the fiscal year 2023 was HKD 129,542,000, a decrease of 32.8% from HKD 192,608,000 in 2022[39]. - Revenue from authorized services was HKD 56,622,000, down 34.9% from HKD 87,130,000 in the previous year[73]. Expenses and Financial Performance - Employee benefits expenses for FY2023 were approximately HKD 64.5 million, representing 35.8% of total operating expenses, down from 36.5% in FY2022[6]. - The company's total expenses for the year were HKD 40,793,000, an increase of 23.9% from HKD 32,937,000 in 2022[75]. - The company reported a decrease in trade payables from HKD 6,474,000 in fiscal year 2022 to HKD 5,646,000 in fiscal year 2023[30]. - The company recorded a loss before tax of HKD (46,162,000) in 2023 compared to a profit of HKD 79,069,000 in 2022, indicating a significant downturn in financial performance[61]. - The net loss attributable to equity holders for 2023 was HKD (46,206,000), compared to a profit of HKD 75,555,000 in 2022[39]. - The adjusted net profit margin for 2023 was (31.3%), down from 45.4% in 2022[39]. - The total comprehensive loss for 2023 was HKD (48,988,000), compared to a comprehensive income of HKD 64,906,000 in 2022[43]. Assets and Liabilities - The company's liabilities increased to HKD 99,292,000 in fiscal year 2023 from HKD 61,641,000 in fiscal year 2022, indicating a significant rise in financial obligations[30]. - As of December 31, 2023, total assets decreased to HKD 348,271,000 from HKD 412,948,000 in 2022, representing a decline of approximately 15.7%[44]. - The total equity attributable to the owners of the company fell to HKD 247,406,000 in 2023 from HKD 351,307,000 in 2022, a decrease of around 29.6%[44]. - The debt-to-equity ratio as of December 31, 2023, was 17.5, reflecting new borrowings during the fiscal year[149]. Cash Flow and Inventory - The company reported a significant decrease in cash and cash equivalents, dropping to HKD 51,723,000 in 2023 from HKD 141,677,000 in 2022, a decline of approximately 63.5%[44]. - The company’s inventory decreased to HKD 18,535,000 in 2023 from HKD 35,133,000 in 2022, a reduction of about 47.2%[44]. - Cash and cash equivalents decreased from approximately HKD 144.2 million as of December 31, 2022, to approximately HKD 91.7 million as of December 31, 2023, mainly due to operational cash outflows, dividend payments, and share buybacks[147]. Strategic Initiatives and Market Expansion - The company is focusing on expanding its e-commerce sales platforms in overseas markets, including Thailand, Indonesia, Vietnam, the Philippines, Malaysia, and Singapore[7]. - The company aims to establish a revenue scale exceeding HKD 1 billion within three years, leveraging potential investor funds and resources for accelerated growth[184]. - The company is committed to expanding its international presence and focusing on globalization strategies[199]. - The group aims to expand into the overseas market, viewing it as a significant growth opportunity, while its main revenue sources remain in mainland China and Hong Kong[179]. Legal and Compliance - The company has made provisions of RMB 1,000,000 (approximately HKD 1,103,000) for potential damages related to a legal claim regarding unfair competition[150]. - The company has not recognized deferred tax liabilities on undistributed profits due to the decision not to declare dividends from its mainland subsidiaries[77]. Employee and Talent Management - The group has established a competitive compensation package to attract and retain talent, including salaries, medical insurance, and a stock option plan[155]. - As of December 31, 2023, the group had a total of 186 full-time employees, with 66 in design, 23 in licensing, and 37 in sales[155].