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比高集团(08220) - 2024 - 年度业绩
2024-06-28 13:51
Financial Performance - Revenue for the year ended March 31, 2024, was HKD 7,848,000, an increase of 42.0% compared to HKD 5,522,000 for the same period in 2023[4] - Gross profit for the year was HKD 4,323,000, representing a gross margin of 55.0% compared to 58.2% in the previous year[4] - The company reported a loss before tax of HKD 12,004,000, which is a 43.0% increase in loss compared to HKD 8,377,000 in 2023[4] - Total comprehensive loss for the year was HKD 12,597,000, compared to HKD 8,281,000 in the previous year, indicating a significant increase in losses[5] - Basic and diluted loss per share was HKD 12.45, compared to HKD 8.80 in the previous year, reflecting a 41.9% increase in loss per share[4] - The company reported a net loss of HKD 12,073,000 for the year ending March 31, 2024, with a capital deficit of HKD 13,913,000[10] - The total loss attributable to the company's owners for the year was HKD 12,781,000, up from HKD 9,030,000 in the previous year[44] - The company incurred a loss of approximately HKD 12,100,000 this year, which is an increase of about HKD 3,700,000 compared to last year's loss of HKD 8,400,000[67] Assets and Liabilities - Non-current assets totaled HKD 612,485,000, while current assets were HKD 14,271,000 as of March 31, 2024[7] - The company's total liabilities increased to HKD 16,025,000 from HKD 14,411,000 in the previous year, indicating a rise in financial obligations[8] - Total assets decreased to HKD 14,883,000 from HKD 24,160,000, reflecting a significant reduction in asset value[23] - Total liabilities increased to HKD 28,796,000 from HKD 26,280,000, indicating a rise in the company's debt levels[23] - The debt ratio as of March 31, 2024, was approximately 1.93, compared to 1.09 in 2023[69] Cash Flow and Liquidity - Cash and cash equivalents decreased to HKD 13,593,000 from HKD 22,993,000, showing a decline in liquidity[7] - The group’s cash and cash equivalents amounted to approximately HKD 13,600,000 as of March 31, 2024, sufficient to cover total current liabilities of approximately HKD 12,800,000[70] - The company believes it has sufficient cash resources to meet future operational and financing needs[11] Operational Highlights - The group operates in two business segments: cinema investment and management, and film entertainment, new media development, and licensing[20] - Revenue from cinema operations was HKD 5,743,000, up from HKD 5,522,000, while revenue from licensing business was HKD 2,105,000, which was newly reported[29] - The group generated revenue of approximately HKD 5,700,000 and gross profit of HKD 3,400,000 from cinema operations for the fiscal year ending March 31, 2024, showing a slight increase compared to HKD 5,500,000 and HKD 3,200,000 in the previous year[60] - The group’s cinema business remains the primary revenue driver, benefiting from the recovery of the Chinese leisure entertainment market post-COVID-19[60] Cost Management and Financing - Management is implementing cost control measures to reduce operating costs and increase cash flow[12] - The company plans to seek additional financing from major shareholders to improve financial conditions[12] - The company reported a significant increase in financing costs, which rose to HKD 2,132,000 from HKD 1,882,000 in the previous year[4] Joint Ventures and Partnerships - The group established a joint venture named Bingo Group - Memorigin (BGM) Limited, with a total capital of HKD 2,000,000, focusing on the sale of movie-themed tourbillon watches, generating revenue of approximately HKD 2,100,000 and gross profit of HKD 900,000 by the end of the fiscal year[62] - The group has signed a memorandum of understanding with potential partners for co-producing original films, animations, and TV shows, aiming to formalize agreements by September 30, 2024[61] - The joint venture "Gao De" was established to develop augmented reality digital role-playing games, targeting the growing LARP market in China[85] Government Support - The company received government subsidies totaling HKD 596,000, which contributed to its financial performance during the year[34] - The group received government subsidies related to cinema operations amounting to approximately HKD 600,000 and rental concessions of about HKD 900,000 due to COVID-19[68] Employee and Operational Costs - The company’s employee costs, including directors' remuneration, amounted to HKD 5,826,000, an increase from HKD 5,768,000 in the previous year[35] - The total employee cost for the year was approximately HKD 6,400,000, a slight decrease from HKD 6,600,000 in the previous year[72] - The group employed 28 staff members as of March 31, 2024, down from 52 staff members in the previous year[72] Future Outlook and Strategic Initiatives - The company anticipates significant improvement in the new media and licensing business segment, which is expected to drive future revenue growth and profitability[83] - The subsidiary, Qunwei Investment Limited, successfully obtained the main licensing rights for "New Comedy King," with initial revenue of approximately RMB 1,200,000 (around HKD 1,300,000) expected in Q2 2024[84] - The company aims to leverage IP for various commercial opportunities, including merchandise sales, gamification, and animation production, through partnerships and collaborations[105] Governance and Compliance - The audit committee has reviewed the group's annual performance and financial statements for the year ending March 31, 2024[122] - The financial data for the year ending March 31, 2024, has been agreed upon by the auditors, Zheng Zheng CPA[124] - The board of directors includes both executive and independent non-executive directors, ensuring a diverse governance structure[125] - The company confirms that all information in the announcement is accurate and complete, with no misleading or fraudulent elements[126]
比高集团(08220) - 2024 - 中期财报
2023-11-13 14:26
Financial Performance - For the six months ended September 30, 2023, Bingo Group Holdings Limited generated revenue of approximately HK$3.8 million and gross profit of HK$2.3 million from its Cinema Business, an increase from HK$1.8 million and HK$1.1 million respectively in the same period of 2022[18]. - The Group recorded a total turnover of approximately HK$5.4 million, an increase of approximately HK$3.6 million compared to HK$1.8 million in the previous period[29]. - The loss for the period was approximately HK$5.3 million, a decrease of approximately HK$0.6 million from the loss of HK$5.9 million in the previous period[30]. - Revenue for the three months ended September 30, 2023, was HK$3,479,000, an increase of 146.5% compared to HK$1,414,000 in the same period of 2022[103]. - Gross profit for the six months ended September 30, 2023, was HK$2,915,000, up 172.5% from HK$1,068,000 in the same period of 2022[103]. - Total comprehensive loss for the six months ended September 30, 2023, was HK$4,930,000, compared to HK$4,512,000 in the same period of 2022, indicating a 9.2% increase in losses[104]. - For the six months ended September 30, 2023, the company reported a loss of HK$5,463,000 compared to a loss of HK$5,847,000 for the same period in 2022, representing a decrease in loss of approximately 6.5%[108]. Revenue Sources - Revenue from the Cinema Business was approximately HK$3.8 million, while revenue from the Licensing Business was approximately HK$1.6 million[29]. - No revenue was generated from the Filmed Entertainment Business during the Period as no suitable business opportunities were identified[19]. - Revenue from licensing business was HK$1,618,000 for the six months ended September 30, 2023, with no revenue reported in the same period of 2022[120]. - The revenue of the cinema business increased significantly from HK$1.8 million in Period 2022 to HK$3.8 million in the current period[43]. Strategic Focus - The Group continues to focus on Filmed Entertainment, New Media Exploitations, Licensing Businesses, and Cinema Business as its core operations[17]. - The Group's overall strategy remains centered on expanding its presence in the entertainment sector while navigating market challenges[16]. - The management emphasizes the importance of adapting to market conditions to leverage growth opportunities in the cinema and entertainment industries[16]. - The ongoing development of the Cinema Business is seen as a key revenue driver for the Group moving forward[18]. Market Conditions - The increase in revenue for the Cinema Business was primarily attributed to the recovery of the leisure and entertainment market in the PRC post-COVID-19, despite the closure of the Shanghai cinema in May 2023 due to rental disputes[18]. - The filmed entertainment and new media exploitation segment has not generated revenue since 2019 due to cautious market conditions[46]. - The company is exercising caution in business development due to challenges in the LARP market, including rising operating costs and competition[60]. Joint Ventures and Collaborations - The Group established a joint venture called Bingo Group — Memorigin (BGM) Limited, with an equity interest of 60% held by High Art, generating revenue of approximately HK$1.6 million[24]. - Brilliant Ace Holdings Limited entered into an agreement with Wonder Cat Animation to produce three animated movies based on specific IPs, with each movie set to be released annually from 2025 to 2027[71]. - The joint venture with Guangzhou Jiu De Cultural and Technology Company aims to develop augmented reality LARP projects[55]. - The collaboration with Wonder Cat Animation involves two stages: script-writing and production, emphasizing creative development[72]. Financial Position - As of September 30, 2023, the Group had total assets of approximately HK$22.3 million, including cash and cash equivalents of approximately HK$19.5 million[31]. - The debt ratio as of September 30, 2023, was approximately 1.32, compared to approximately 1.09 as of March 31, 2023[31]. - Current assets decreased to HK$20,378,000 as of September 30, 2023, from HK$23,675,000 as of March 31, 2023, reflecting a decline of 13.0%[105]. - Net liabilities increased to HK$7,050,000 as of September 30, 2023, compared to HK$2,120,000 as of March 31, 2023, indicating a significant deterioration in financial position[106]. Share Capital and Ownership - The total number of issued share capital of the company as of September 30, 2023, is 102,644,466 shares[188]. - The company has convertible bonds with a principal amount of HK$19,000,000, maturing on December 31, 2025, with a conversion price of HK$0.275[131]. - The total number of share options held by Directors and employees decreased from 5,662,000 to 3,412,000 due to cancellations[200]. Operational Metrics - Total staff costs during the period were approximately HK$4.0 million, an increase of approximately HK$0.8 million from the previous period[36]. - The number of staff decreased from 52 as of March 31, 2023, to 32 as of September 30, 2023, primarily due to the termination of the Shanghai cinema[36]. - Selling and marketing expenses for the three months ended September 30, 2023, were HK$52,000, a decrease of 28.8% from HK$73,000 in the same period of 2022[103]. - Administrative expenses for the six months ended September 30, 2023, were HK$7,159,000, slightly up from HK$7,048,000 in the same period of 2022, reflecting a 1.6% increase[103].
比高集团(08220) - 2024 Q1 - 季度财报
2023-08-14 13:34
Revenue and Profitability - For the three months ended June 30, 2023, Bingo Group Holdings Limited generated revenue of approximately HK$1.9 million and gross profit of HK$1.1 million from its Cinema Business, representing an increase from HK$0.4 million and HK$0.2 million in the same period of 2022, respectively [18][22]. - The Group recorded a total turnover of approximately HK$1.9 million for the Period, compared to approximately HK$0.4 million in the corresponding period of last year, primarily driven by cinema operations in Hangzhou and Shanghai [38]. - The Group generated revenue of approximately HK$1.4 million from the sale of "The Mermaid" movie-themed tourbillon watches, with delivery expected in the second quarter of fiscal year 2023/24 [37]. - The cinema revenue increased significantly from HK$400,000 in 2022 to HK$1,900,000 in the current period [48]. - The Group's revenue for the three months ended June 30, 2023, was HK$1,908,000, a significant increase from HK$401,000 in the same period of 2022, representing a growth of 376% [70]. - Gross profit for the same period was HK$1,143,000, compared to HK$238,000 in 2022, indicating a gross profit margin improvement [70]. - Other revenue and net income decreased to HK$49,000 from HK$632,000 in the prior year, primarily due to the absence of government grants and rent concessions [82]. Loss and Financial Performance - The Group's loss increased from approximately HK$3.2 million for the three months ended June 30, 2022, to approximately HK$4.1 million for the Period, largely due to redundancy payments related to the termination of the Shanghai cinema [43]. - Loss before taxation for the period was HK$4,071,000, compared to a loss of HK$3,187,000 in the previous year, reflecting a deterioration in financial performance [70]. - The company reported a loss before taxation of HK$3,873,000 for the three months ended June 30, 2023, compared to a loss of HK$3,153,000 for the same period in 2022, representing an increase in loss of approximately 22.8% [106]. - Basic and diluted loss per share increased to HK$3.77 from HK$3.07 year-over-year [70]. - The total comprehensive loss for the same period was HK$3,450,000 [110]. - The Group's administrative expenses increased from approximately HK$3.6 million in the previous year to approximately HK$4.7 million in the Period, primarily due to redundancy payments and increased operational costs [39]. Business Operations and Market Conditions - The increase in revenue for the Cinema Business was primarily attributed to the recovery of the leisure and entertainment market in the PRC post-COVID-19, despite the closure of the Shanghai cinema in May 2023 due to rental disputes [18][22]. - The Group is conducting a feasibility study on potential new cinema locations to compensate for the closure of the Shanghai cinema and to expand its cinema business in the recovering leisure and entertainment market in China [45]. - The Group has established a joint venture with Guangzhou Jiu De Cultural and Technology Company Limited to develop augmented reality digital live action role-playing games (LARP), tapping into the growing LARP market in China [28]. - The physical LARP market is facing challenges such as rising operating costs and increased competition, while the online LARP ecosystem is still maturing [30]. - The cinema business remains a key revenue segment despite challenges, with ongoing efforts to adapt and expand [48]. Joint Ventures and New Projects - Bingo Movie Development Limited and Lechuang Holdings (HK) Limited formed a joint venture named Goal Creation Game Limited, with Bingo Movie holding 49% and Lechuang holding 51% of the issued share capital, focusing on VR and MR project investments [24]. - The Group continues to monitor the VR and MR market for potential investment opportunities, although no appropriate projects have been located to date [24]. - The joint venture Bingo Group - Memorigin (BGM) Limited was established in February 2023, with equity interests of 60%, 20%, and 20% held by High Art, Memorigin, and Topping Mark, respectively [32]. - The Group is focusing on developing new media exploitations and licensing business through granting IP licenses for creating new media content, leveraging its film production and licensing experience [46]. - The joint venture with Jiu De aims to capture the rapid development of the new media entertainment industry, with nearly 300 distributors signed up for their content library [51]. Share Capital and Corporate Governance - As of June 30, 2023, the total issued share capital of the Company was 102,644,466 shares [114]. - Mr. Chiau Sing Chi held 2,757,352 shares, representing approximately 2.69% of the issued share capital [114]. - The Company issued convertible bonds with a principal amount of HK$19,000,000 to Mr. Chiau, which could convert into 69,090,090 shares [116]. - The audit committee reviewed the Group's unaudited results for the three months ended June 30, 2023, ensuring compliance with applicable accounting standards and legal requirements [133]. - All directors have complied with the required standard of dealings and the code of conduct regarding securities transactions throughout the three months ended June 30, 2023 [138].
比高集团(08220) - 2023 - 年度财报
2023-06-30 12:32
Cinema Business Performance - The Cinema Business generated approximately HK$5.5 million in revenue and HK$3.2 million in gross profit during the year, a decrease from HK$8.5 million and HK$4.9 million in the previous year[18]. - The decline in revenue and gross profit from the Cinema Business is attributed to the impact of COVID-19, which led to prolonged closures of cinemas in Shanghai and Hangzhou[18]. - The Group's cinema in Shanghai ceased operations in May 2023 due to an inability to agree on rental adjustments with the landlord[19]. - The overall box office performance in the PRC was unsatisfactory during the year, contributing to the significant decrease in revenue compared to the previous year[18]. - The cinema in Shanghai ceased operations for nearly four months due to COVID-19, and the Group terminated its cinema operation in Shanghai in May 2023[75]. Financial Overview - The Group recorded a total turnover of approximately HK$5.5 million for the year, a decrease of approximately HK$3.0 million compared to HK$8.5 million in the previous year[42]. - The loss for the year was approximately HK$8.4 million, a decrease of approximately HK$6.3 million from the loss of HK$14.7 million in the last year, mainly due to tightened cost control measures[42]. - Administrative expenses decreased from approximately HK$15.8 million in the last year to approximately HK$13.7 million for the year[42]. - As of March 31, 2023, the Group had total assets of approximately HK$24.2 million, down from HK$35.4 million in 2022, with cash and cash equivalents of approximately HK$23.0 million[43]. - The debt ratio as of March 31, 2023, was approximately 1.09, compared to 0.87 in 2022[43]. - The Group recorded a special gain on modification of lease terms of HK$2.7 million during the year[42]. Joint Ventures and New Projects - A joint venture named Goal Creation Game Limited was formed for VR and MR project development, with Bingo Movie contributing a loan of between HK$25 million and HK$35 million[26][28]. - The Group remains optimistic about the long-term development of VR and MR projects despite the adverse impact of COVID-19 on the business environment[26][28]. - A framework agreement was signed with Guangzhou Jiu De Cultural and Technology Company for the development of augmented reality digital live action role-playing game (LARP) projects[30][34]. - The joint venture with Jiu De, named Guangzhou Gao De Digital Cultural Technology Limited, was established in May 2022 but has not commenced operations yet[36][40]. - High Art Limited entered a joint venture to develop movie-themed tourbillon watches, with a total share capital of HKD2 million[37][38]. - The equity interest in the joint venture Bingo Group Memorigin (BGM) Limited is distributed as 60% for High Art, 20% for Memorigin, and 20% for Topping Mark[38]. - Revenue is expected to be generated from BGM in the coming financial year as operations have commenced[38]. - Revenue is expected to be generated from the movie-themed tourbillon watches business in the coming financial year, which has commenced after the reporting period[80]. Corporate Governance - The Company has adopted a code of conduct regarding securities transactions by Directors, ensuring compliance with GEM Listing Rules[103]. - The Board comprises eight Directors, including five executive Directors and three independent non-executive Directors, ensuring a balanced structure[110]. - All Directors participated in continuous professional development activities during the Year to enhance their knowledge and skills[116]. - The Company has arranged appropriate insurance coverage for Directors' and officers' liabilities, reviewed annually[117]. - The Company is in compliance with the mandatory Code provisions of the Corporate Governance Code, with specific deviations noted[102]. - The emoluments of the Directors are determined based on their duties, the Company's performance, and current market conditions[109]. - The Board is responsible for decision-making in all major matters, requiring approval prior to significant transactions[107]. - Independent non-executive Directors have confirmed their independence in accordance with GEM Listing Rules[111]. - The Company emphasizes high standards of corporate governance to protect shareholders' interests[101]. - The Board will regularly review its composition to ensure an appropriate balance of expertise and experience[108]. Director and Committee Responsibilities - The company does not have a Chairman of the Board and Chief Executive Officer as of March 31, 2023, and is in the process of finding suitable candidates for these positions[122]. - All executive Directors share the responsibility of promoting a culture of openness and ensuring constructive relations between executive and non-executive Directors[137]. - The Board members are responsible for ensuring good corporate governance practices and procedures are established, with discussions on corporate governance issues occurring during meetings to approve interim and annual results[130]. - The remuneration committee consults with Ms. CHOW Man Ki Kelly regarding remuneration proposals for other executive Directors[138]. - The company secretary is responsible for summarizing agenda items and circulating them to all Board members prior to meetings[129]. - Independent non-executive Directors hold at least one meeting annually to discuss significant issues without influence from executive Directors[132]. - The Board's significant decisions are made during Board meetings, where every member has the right to propose meetings to discuss important issues[123]. - The company has established a practice of providing Board Papers at least three days in advance of meetings, allowing sufficient time for review[125]. - The executive Directors are tasked with ensuring effective communication with shareholders and that their views are conveyed to the Board[133]. Audit and Risk Management - As of March 31, 2023, the external auditor's fees for audit services amounted to HK$900,000, while non-audit services fees were HK$250,000[195]. - The Audit Committee, composed entirely of independent non-executive Directors, reviewed the annual, interim, and quarterly results during the year and provided recommendations to the Board[188]. - The Directors confirmed no material uncertainties affecting the Company's ability to continue as a going concern as of March 31, 2023[192]. - The Board regularly reviews the effectiveness of the Company's risk management and internal control systems to safeguard shareholders' interests[194]. - The Audit Committee is responsible for overseeing the Company's financial reporting, risk management, and internal control systems[187]. - The Company aims to provide reasonable assurance against material misstatements and manage risks related to achieving business objectives[194]. - The Company has not identified any significant doubts regarding its ability to operate as a going concern[192].
比高集团(08220) - 2023 Q3 - 季度财报
2023-02-13 11:35
Financial Performance - During the nine months ended December 31, 2022, the Group generated revenue of HK$2.6 million and gross profit of HK$1.6 million from its Cinema Business, a decrease from HK$6.1 million and HK$3.5 million in the corresponding period of 2021[18]. - The overall box office performance in the PRC was unsatisfactory during the period, contributing to the significant decrease in revenue compared to the previous year[18]. - The Group recorded a total turnover of approximately HK$2.6 million for the period, a decrease of approximately HK$3.5 million compared to HK$6.1 million in the corresponding period[43]. - The loss for the period was approximately HK$9.2 million, which is a decrease of approximately HK$1.7 million from the loss of HK$10.9 million in the corresponding period[43]. - For the three months ended December 31, 2022, the turnover was HK$831,000, a decrease of 69.1% compared to HK$2,697,000 for the same period in 2021[66]. - The gross profit for the three months ended December 31, 2022, was HK$510,000, down 67.9% from HK$1,589,000 in the previous year[66]. - The loss attributable to owners of the Company for the nine months ended December 31, 2022, was HK$9,139,000, compared to HK$10,170,000 for the same period in 2021, showing a reduction of 10.2%[56]. - The total comprehensive loss for the period was HK$3,688,000 for the three months ended December 31, 2022, compared to HK$2,892,000 in the same period of 2021, indicating a 27.6% increase[57]. Impact of COVID-19 - The decline in revenue and gross profit from the Cinema Business is attributed to the impact of COVID-19, which led to temporary closures of cinemas in Shanghai and Hangzhou[18]. - The Group's cinemas in Shanghai were closed from early March 2022 to late July 2022, while the Hangzhou cinema was suspended for one week in April 2022 due to COVID-19 outbreaks[18]. - The Group's cinema in Shanghai was closed for nearly four months due to COVID-19, while the Hangzhou cinema was closed for approximately one week[44]. - The Group has fully repaid the remaining loan of RMB13 million (approximately HK$14.6 million) during the Period, while maintaining a cautious investment approach due to the impact of COVID-19 on the VR and MR business environment[24][26]. Strategic Focus and Future Plans - The Group continues to focus on Filmed Entertainment, New Media Exploitations, Licensing Businesses, and Cinema Business as its primary operational segments[16]. - The Company is actively exploring new strategies for market expansion and potential new product offerings in the entertainment sector[16]. - The Company aims to leverage its existing assets and capabilities to drive growth in the coming quarters[16]. - The Group plans to launch the movie-themed tourbillon watches business in 2023, collaborating with partners to develop, design, market, and sell these products[50]. - The Company aims to leverage its film production and licensing experience to explore new business areas that could enhance shareholder returns[36][38]. - The Group is focusing on identifying other business opportunities, including online game development, intellectual property licensing, and investments in the Chinese cultural industry[49]. Joint Ventures and Investments - Bingo Movie Development Limited has entered into a joint venture with Lechuang Holdings, owning 49% and 51% respectively, to invest and develop VR and MR projects, with a loan agreement of HK$25 million to HK$35 million[24][26]. - A joint venture for augmented reality digital live action role-playing game (LARP) projects was established with Guangzhou Jiu De Cultural and Technology Company Limited, with the Company holding a 51% stake[29][33]. - The joint venture with Jiu De was established in May 2022, but business operations have not yet commenced[35][39]. - High Art Limited entered into a joint venture to develop movie-themed tourbillon watches, with a total share capital of HKD2,000,000[36]. - The equity interest in the joint venture for movie-themed watches will be owned as to 60% by High Art, 20% by Memorigin, and 20% by Topping Mark[37]. Administrative and Financial Management - The Group's performance is closely monitored to adapt to market changes and optimize operational efficiency[16]. - Administrative expenses decreased from approximately HK$12.2 million in the corresponding period to approximately HK$10.7 million for the period[43]. - The finance costs for the nine months ended December 31, 2022, were HK$1,405,000, down 25.2% from HK$1,878,000 in the previous year[56]. - The total finance costs for the three months ended December 31, 2022, were HK$474,000, a decrease from HK$646,000 in the same period of 2021[82]. - The company aims to improve cash flow and reduce administrative costs through the termination of the share award scheme[79]. Share Capital and Options - The principal amount of the 2022 convertible bonds issued is HK$19,000,000, with a conversion price of HK$0.275[72]. - The Company has a share option scheme with a total of 231,120,000 options granted across different years[74]. - The adjusted exercise prices for the share options are HK$1.68, HK$0.74, and HK$0.84 for the respective grants[74]. - The maturity date for the 2022 convertible bonds is December 31, 2025[72]. - As of December 31, 2022, a total of 1,278,000 awarded shares were granted to employees, with 854,000 shares lapsed and 424,000 shares cancelled[79]. - The company terminated the share award scheme effective August 14, 2022, resulting in no awarded shares vesting and the cancellation of previous awards without compensation[79]. - For the nine months ended December 31, 2022, no share-based payments were recognized, compared to HK$1,218,000 in the same period of 2021[80]. Compliance and Governance - The Directors confirm that the information in the report is accurate and complete in all material respects, ensuring transparency for investors[5]. - The Group's unaudited results for the nine months ended December 31, 2022, have been reviewed and comply with applicable accounting standards and GEM Listing Rules[136]. - The audit committee comprises three independent non-executive directors, ensuring oversight of financial reporting and risk management[139]. - All directors have complied with the required standards of dealings regarding securities transactions throughout the nine months ended December 31, 2022[140].
比高集团(08220) - 2023 - 中期财报
2022-11-14 11:39
Revenue and Financial Performance - For the six months ended September 30, 2022, Bingo Group Holdings Limited generated revenue of HK$1.8 million and gross profit of HK$1.1 million from its Cinema Business, a decrease from HK$3.4 million and HK$1.9 million respectively in the corresponding period of 2021[20]. - The ongoing challenges from COVID-19 have led to a significant decrease in revenue compared to previous periods, affecting overall financial performance[20]. - The Group recorded a total turnover of approximately HK$1.8 million, representing a decrease of approximately HK$1.6 million compared to approximately HK$3.4 million in the corresponding period[37]. - Revenue for the three months ended September 30, 2022, was HK$1,414,000, a decrease of 8.2% compared to HK$1,540,000 for the same period in 2021[76]. - Total revenue for the six months ended September 30, 2022, was HK$1,815,000, down 46.1% from HK$3,370,000 for the same period in 2021[96]. - Loss for the period was approximately HK$5.9 million, a decrease of approximately HK$2.3 million from the loss of HK$8.2 million in the corresponding period, primarily due to tightened cost control measures[37]. - The loss before taxation for the six months ended September 30, 2022, was HK$5,899,000, compared to a loss of HK$8,153,000 for the same period in 2021[103]. - The company reported a total comprehensive loss for the period of HK$4,606,000, compared to a loss of HK$5,899,000 in the previous year[92]. Cinema Business Operations - The Cinema Business has become the prime revenue generator for the Group during the Period, despite the significant impact of COVID-19 on operations, including closures in Shanghai from early March 2022 to late July 2022[20]. - The cinema operations faced significant disruptions due to COVID-19, with cinemas in Shanghai and Hangzhou closed from early March 2022 to late July 2022, leading to a substantial decline in revenue[23]. - The Group's cinemas in Hangzhou and Shanghai were reopened in August 2020, but faced further disruptions due to COVID-19 outbreaks[20]. - The Group plans to focus on investment opportunities in cinemas and popular films, as well as online game development, intellectual property licensing, and the cultural industry in China[62]. Filmed Entertainment and New Ventures - No revenue was generated from the Filmed Entertainment Business during the Period as no suitable business opportunities were identified[21]. - The management is actively seeking suitable business opportunities in the Filmed Entertainment sector, although no targets were identified during the Period[21]. - The Group continues to focus on Filmed Entertainment, New Media Exploitations, Licensing Businesses, and Cinema Business as its core operations[18]. - A joint venture with Lechuang Holdings was established for VR and MR project development, with Bingo Movie providing a loan of between HK$25 million and HK$35 million for investment[26]. - The company remains optimistic about the long-term development of VR and MR projects despite the adverse impact of COVID-19 on the business environment[26]. - The company aims to leverage its film production and licensing experience to explore new entertainment forms, particularly in the growing LARP market[32]. - The LARP market has rapidly developed and is popular among younger consumers in China, presenting a significant opportunity for the company[32]. Financial Position and Assets - As of 30 September 2022, total assets were approximately HK$28.0 million, down from HK$35.4 million as of 31 March 2022, with cash and cash equivalents of approximately HK$26.7 million[38]. - Current assets as of September 30, 2022, totaled HK$27,314,000, a decrease from HK$34,285,000 as of March 31, 2022[80]. - Net current assets as of September 30, 2022, were HK$15,054,000, down from HK$19,541,000 as of March 31, 2022[85]. - Total consolidated assets as of September 30, 2022, were HK$27,968,000, down from HK$35,407,000 as of March 31, 2022[103]. - Total consolidated liabilities as of September 30, 2022, were HK$27,833,000, compared to HK$30,760,000 as of March 31, 2022[103]. Cost Management and Expenses - Administrative expenses decreased from approximately HK$8.4 million in the corresponding period to approximately HK$7.0 million for the period[37]. - The company reported a significant reduction in administrative expenses, which were HK$3,493,000 for the three months ended September 30, 2022, compared to HK$4,052,000 in the same period of 2021[76]. - Total staff costs, including directors' remuneration, were approximately HK$3.2 million during the period, down from approximately HK$4.9 million in the corresponding period[53]. - The company incurred staff costs of HK$1,633,000 for the six months ended 30 September 2022, compared to a credit of HK$222,000 in 2021[133]. Joint Ventures and Strategic Partnerships - A framework agreement was signed with Guangzhou Jiu De Cultural and Technology Company for a joint venture to develop augmented reality digital live action role-playing game (LARP) projects[30]. - The joint venture with Jiu De was established in May 2022, but business operations have not yet commenced[36]. - A joint venture agreement was signed on October 27, 2022, with a total share capital of HKD 2,000,000, involving High Art, Memorigin, and Topping Mark[68]. - High Art will contribute HKD 1,200,000, while Memorigin and Topping Mark will contribute HKD 400,000 each to the joint venture[69]. - The joint venture aims to establish a brand focused on manufacturing tourbillon watches, marking a strategic market expansion[181]. - The joint venture agreement is part of the Company's strategy to enhance its market presence and product offerings in the luxury watch segment[180]. Share Capital and Equity - The total number of issued ordinary shares remained at 102,645,000 as of 30 September 2022, with a par value of HK$0.1 each[170]. - The share consolidation on 16 March 2022 combined every ten existing shares of HK$0.01 into one consolidated share of HK$0.1[171]. - As of September 30, 2022, the total issued share capital of the Company was 102,644,466 shares[188]. - Convertible bonds with a principal amount of HK$19,000,000 were issued to Mr. Chiau, which can be converted into 69,090,090 shares upon full exercise[188]. - The company’s total equity attributable to owners of the company was HK$4,647,000 as of September 30, 2022[86]. Risks and Market Conditions - The Group's performance highlights the volatility and risks associated with operating in the entertainment sector, particularly under pandemic conditions[20]. - The financial report indicates a need for strategic adjustments in response to market conditions and ongoing pandemic challenges[20]. - The company did not derive any assessable profits in Hong Kong or taxable profits in its PRC subsidiaries for the six months ended 30 September 2022[134].
比高集团(08220) - 2023 Q1 - 季度财报
2022-08-12 11:09
Revenue and Performance - During the three months ended June 30, 2022, Bingo Group Holdings Limited generated approximately HK$0.4 million in revenue and HK$0.2 million in gross profit from its cinema business[17]. - Revenue for the period significantly decreased compared to the three months ended June 30, 2021, due to the impact of COVID-19 on cinema operations[17]. - The Group recorded a total turnover of approximately HK$0.4 million for the period, a decrease from approximately HK$1.8 million in the corresponding period last year due to cinema closures in Hangzhou and Shanghai[33]. - The Group reported a revenue of HK$401,000 for the three months ended June 30, 2022, a decrease of approximately 78% compared to HK$1,830,000 in the same period of 2021[48]. - Gross profit for the period was HK$238,000, down from HK$1,035,000 in the previous year, indicating a significant decline in profitability[48]. - The total comprehensive loss for the period was HK$2,710,000, an improvement from HK$3,802,000 in the previous year[50]. - The total comprehensive loss for the period was HK$3,581,000 for the three months ended June 30, 2022[102]. - The company reported a loss for the period of [3,187] million, indicating a significant financial challenge[105]. Cinema Operations - The cinema business has become the primary revenue generator for the Group during the reporting period[16]. - The Group's cinemas in Shanghai were unable to operate throughout the reporting period due to COVID-19 restrictions, while the Hangzhou cinema suspended operations for one week in April 2022[17]. - The Group's cinema in Shanghai resumed operations in late July 2022[17]. - The ongoing development of the cinema business is a strategic priority for the Group[16]. - The Group's overall performance was adversely affected by the pandemic, highlighting the volatility in the cinema sector[17]. - The cinema in Shanghai was closed for nearly four months due to COVID-19 restrictions, impacting business operations significantly[35]. - Revenue from cinema business decreased to HK$401,000 in Q1 2022 from HK$1,830,000 in Q1 2021, representing a decline of approximately 78%[56]. Joint Ventures and New Projects - A joint venture was formed with Lechuang Holdings, with Bingo Movie holding 49% and Lechuang holding 51%, focusing on investment and development of VR and MR projects[21]. - A framework agreement was signed with Guangzhou Jiu De Cultural and Technology Company Limited to form a joint venture for developing augmented reality digital live action role-playing game projects[22]. - The joint venture with Jiu De was established in May 2022, but business operations have not yet commenced[28]. - The Group aims to leverage its movie production and licensing experience to capture opportunities in the growing LARP market and augmented reality applications[27]. - The Group is optimistic about the joint venture with Lechuang Holdings for VR and MR projects, despite the entertainment sector being severely impacted by COVID-19[40]. Financial Management and Expenses - Administrative expenses decreased from approximately HK$4.6 million in the three months ended 30 June 2021 to approximately HK$3.6 million during the period, reflecting tightened cost control measures[34]. - The Group's loss decreased from approximately HK$3.7 million for the three months ended 30 June 2021 to approximately HK$3.2 million for the period[34]. - Direct expenses of the cinema business for the three months ended June 30, 2022, were HK$163,000, a decrease from HK$795,000 in 2021[80]. - Staff costs, including directors' remuneration, totaled HK$1,408,000 for the three months ended June 30, 2022, down from HK$1,783,000 in 2021[80]. - The total imputed interest on convertible bonds and interest expenses on lease liabilities for the three months ended June 30, 2022, was HK$461,000, down from HK$603,000 in 2021[77]. Share Capital and Options - The total number of issued share capital of the company as of June 30, 2022, was 102,644,466 shares[110]. - The company has convertible bonds with a principal amount of HK$19,000,000, with a conversion price of HK$5.3[59]. - The company granted a total of 180,000,000 share options on September 17, 2018, with an exercise price of HK$0.042 and a fair value of HK$2,181,000[63]. - The share option scheme adopted on August 15, 2012, is set to expire on August 14, 2022, aimed at incentivizing directors and eligible employees[146]. - The awarded shares for Mr. Chow Sing Chi will vest on August 16, 2024, after a one-year delay from the grant date[122]. Taxation and Compliance - There was no provision for Hong Kong Profits Tax for the three months ended June 30, 2022, as there were no assessable profits[97]. - PRC subsidiaries of the company did not incur any taxable profit during the three months ended June 30, 2022, thus no PRC Enterprise Income Tax was provided[97]. - The audit committee has reviewed the unaudited results for the three months ended June 30, 2022, and confirmed compliance with applicable accounting standards and GEM Listing Rules[169]. - The Company has adopted a code of conduct for securities transactions by Directors, which complies with the GEM Listing Rules, and all Directors have adhered to this code during the reporting period[172].
比高集团(08220) - 2022 - 年度财报
2022-07-29 09:23
Financial Performance - The Cinema Business became the prime revenue generator for the Group, generating approximately HK$8.5 million in revenue and HK$4.9 million in gross profit during the Year, an increase from HK$6.9 million and HK$3.9 million in the previous year[13]. - The Group recorded a total turnover of approximately HK$8.5 million for the year, representing an increase of approximately HK$1.6 million compared to approximately HK$6.9 million in the previous year[26]. - The cinema business generated revenue and gross profit of approximately HK$8.5 million and HK$4.9 million respectively, compared to HK$6.9 million and HK$3.9 million in the previous year, indicating growth[26]. - The loss for the year was approximately HK$14.7 million, a decrease of approximately HK$10.2 million from the loss of HK$24.9 million in the previous year, primarily due to tightened cost control measures[26]. - Administrative expenses decreased from approximately HK$22.2 million in the previous year to approximately HK$15.8 million for the year[26]. - The Group's cinema operations were impacted by COVID-19, but the revenue increased this year due to fewer lockdown periods compared to the previous year[26]. Joint Ventures and Investments - The joint venture company formed with Lechuang Holdings will focus on investment and development of VR (Virtual Reality) and MR (Mixed Reality) projects, with Bingo Movie holding 49% of the share capital[14]. - The Group has established a joint venture with Guangzhou Jiu De Cultural and Technology Company Limited for the development of augmented reality digital live action role-playing game (LARP) projects[19][20]. - Bingo Movie will advance a loan of not less than HK$25 million and not more than HK$35 million to the joint venture for investment and development of relevant VR and MR projects[21]. - The partnership with Jiu De is expected to leverage the strengths of both parties and tap into the growing LARP market in China[24][27]. - The joint venture was officially established in May 2022, following the framework agreement signed in December 2021[25][28]. - The Group plans to focus on locating other business opportunities with significant potential, including online game development and investments in the cultural industry in China[64]. - The Group is optimistic about the growth potential in the VR and MR investment projects, having entered into a joint venture agreement with Lechuang Holdings in February 2018[67]. - The entertainment business, including VR and MR, has been significantly impacted by COVID-19, with no suitable investment targets identified during the year[67]. Corporate Governance - The Company emphasizes high standards of corporate governance to effectively monitor business activities and protect shareholder interests[85]. - The Company complies with the mandatory provisions of the Corporate Governance Code, with some deviations noted in specific sections[86]. - The Board consists of seven Directors, including five executive Directors and two independent non-executive Directors, ensuring a balance of expertise and oversight[96]. - Directors' emoluments are determined based on their duties, the Company's performance, and current market conditions, with details disclosed in the financial statements[95]. - All Directors participated in continuous professional development activities during the Year to enhance their knowledge and skills[103]. - The Company has arranged appropriate insurance coverage for Directors and senior management against legal actions arising from corporate activities, reviewed annually[104]. - The Company has adopted a code of conduct for securities transactions by Directors, ensuring compliance with GEM Listing Rules[87]. - The Board is responsible for major decision-making and must approve significant transactions before they are executed[88]. - The Company regularly reviews the composition of the Board to maintain an appropriate balance of skills and experience[94]. - Independent non-executive Directors have confirmed their independence in accordance with GEM Listing Rules, and the Company considers them independent[97]. - The company does not have a Chairman of the Board and Chief Executive Officer as of March 31, 2022, and is in the process of finding suitable candidates for these positions[110]. - The Board considers that existing members can share the responsibilities of the Chairman and Chief Executive Officer[110]. - The company has arranged appropriate directors' and senior officers' liability insurance, which will be reviewed annually[107]. - The Board's significant decisions are made in Board meetings, with all members having the right to propose meetings to discuss significant issues[111]. - The company secretary is responsible for summarizing agenda items and circulating them to all Board members[117]. - The Board members share the responsibility to ensure good corporate governance practices and procedures are established[117]. - The company has a practice of discussing corporate governance issues in meetings to approve interim and annual results[117]. - The attendance of directors at Board meetings and committee meetings is documented, with some directors attending all meetings[108]. - The roles of Chairman and Chief Executive should be separate, as per the Corporate Governance Code[111]. - The Board has appointed Ms. CHOI Mei Ping, an independent non-executive Director, as the chairman of the Nomination Committee on April 8, 2022[126]. - The Company has three independent non-executive Directors, which complies with Rule 5.05A of GEM Listing Rules after the resignation of Mrs. CHIN CHOW Chung Hang Roberta on June 30, 2021[137]. - The non-executive Directors are subject to re-election at the annual general meeting of the Company in accordance with the Articles[135]. - The Board's practice is to appoint an executive Director as the chairman of the Nomination Committee to lead business development[126]. - The remuneration committee of the Board consults with Ms. CHOW Man Ki Kelly, an executive Director and major shareholder, regarding remuneration proposals for other executive Directors[127]. - The Company Secretary reports to the executive Directors, ensuring effective communication within the Board[129]. - The Board consists of ten members, with independent non-executive Directors holding veto power over nominations deemed inappropriate[126]. - One-third of the Directors must retire from office by rotation, with each Director subject to retirement at least once every three years[136]. - The Company has established a culture of openness and debate, encouraging non-executive Directors to contribute effectively[122]. - The independent non-executive Directors hold at least one meeting annually to discuss significant issues without influence from executive Directors[120]. - The Company has established a Remuneration Committee comprising all independent non-executive Directors and one executive Director, focusing on remuneration policies and structures for Directors and senior management[152]. - The primary goal of the executive remuneration packages is to motivate executive Directors and senior management by linking their remuneration to the Group's operational results, individual performances, and comparable market statistics[154]. - The Nomination Committee is responsible for reviewing the structure, size, and composition of the Board, and making recommendations for the appointment or reappointment of Directors[160]. - The Directors acknowledge their responsibility for preparing consolidated financial statements that provide a true and fair view of the Group's financial position[143]. - The Company Secretary undertook over 15 hours of professional training during the Year to enhance skills and knowledge[145]. - The Board is satisfied with the effectiveness of its corporate governance policy after reviewing and discussing it[142]. Risk Management and Internal Controls - The Board has overall responsibility for the Group's risk management system and internal controls systems, ensuring effective risk management functions are maintained[192]. - The Company has engaged independent professional advisors to conduct an annual review of the risk management and internal control systems, which were deemed effective and adequate[194]. - A phased improvement plan has been implemented to enhance internal controls and risk management, focusing on a risk-based approach to risk identification and assessment[187]. - The internal controls model is based on the COSO framework, which includes five components: Control Environment, Risk Assessment, Control Activities, Information and Communication, and Monitoring[186]. - The Company aims to integrate internal controls and risk management into business processes, including annual budgeting and planning[188]. - No significant areas of concern affecting financial, operational, compliance controls, and risk management functions were identified during the annual review[194]. - The Company has established a policy for handling and disseminating inside information to comply with statutory and listing rule disclosure requirements[196]. - Management reporting to the Audit Committee has been enhanced, including special reports on selected risk topics[187]. - The risk management process is practiced across business operations and functional areas, ensuring comprehensive risk identification and mitigation[192]. - The Company has adopted a holistic approach to risk management, considering ongoing improvement plans and other strategic initiatives[190].
比高集团(08220) - 2022 Q3 - 季度财报
2022-02-14 12:01
Revenue and Profit Performance - During the nine months ended 31 December 2021, Bingo Group Holdings Limited generated approximately HK$6.1 million in revenue and HK$3.5 million in gross profit from its Cinema Business, representing an increase from HK$3.5 million and HK$2.0 million in the corresponding period of 2020[22]. - The increase in revenue and gross profit from the Cinema Business indicates a recovery trend following the pandemic's impact on operations[22]. - The Group recorded a total turnover of approximately HK$6.1 million for the Period, representing an increase of approximately HK$2.6 million compared to approximately HK$3.5 million in the Corresponding Period[40]. - The Company reported a turnover of HK$2,697,000 for the three months ended December 31, 2021, compared to HK$2,237,000 in the same period of 2020, representing a 20.5% increase[55]. - Gross profit for the three months ended December 31, 2021, was HK$1,589,000, up from HK$1,301,000 in the previous year, indicating a 22.1% growth[55]. - The company reported a total comprehensive loss for the period of HK$10,433,000[128]. - The company experienced a loss for the period of HK$10,170,000[128]. Business Strategy and Focus - The Group continues to focus on Filmed Entertainment, New Media Exploitations, Licensing Businesses, and Cinema Business as part of its operational strategy[21]. - The Group's strategic focus on cinema investment and management is expected to drive future growth[19]. - The management discussion highlights the importance of adapting to market conditions and identifying new opportunities for expansion[19]. - The Company plans to focus on investment opportunities in the PRC cinema industry and online game development, despite the ongoing impact of COVID-19[44]. - The Group's management remains committed to exploring suitable business opportunities in the entertainment sector despite the lack of revenue in the Filmed Entertainment segment[23]. Financial Challenges and Recovery - The overall performance during the period reflects the ongoing challenges and recovery efforts in the cinema industry post-COVID-19[22]. - The loss for the Period was approximately HK$10.9 million, a decrease of approximately HK$7.7 million compared to the loss of HK$18.6 million in the Corresponding Period[40]. - Total comprehensive loss for the nine months ended December 31, 2021, was HK$11,137,000, down from HK$18,926,000 in the previous year, reflecting a reduction of approximately 41%[57]. - The cinema businesses in China may face further challenges if there is a resurgence of COVID-19 variants[43]. Share Capital and Options - The Company has changed its share capital structure, proposing a consolidation of shares from ten existing shares of HK$0.01 each into one new share of HK$0.10[42]. - As of December 31, 2021, the total issued share capital of the company was 1,026,444,669 shares[132]. - The total number of options granted includes 342,000,000 for 2016A and 159,000,000 for 2017A, with various exercise periods[77]. - The Company has issued convertible bonds totaling HK$25,000,000, with Mr. CHIAU Sing Chi converting HK$15,000,000 in 2015 and redeeming HK$10,000,000 in June 2020[71]. - The Company adopted a share option scheme on August 15, 2012, allowing the Board to offer share options to employees and directors[135]. Governance and Compliance - The audit committee reviewed the unaudited results for the nine months ended December 31, 2021, ensuring compliance with applicable accounting standards and GEM Listing Rules[190]. - The Audit Committee has been established in accordance with GEM Listing Rules, consisting of three independent non-executive directors[193]. - All Directors have complied with the required standard of dealings regarding securities transactions throughout the nine months ended December 31, 2021[200]. Future Outlook and Opportunities - The Company is exploring business opportunities in augmented reality digital live action role-playing game (LARP) projects through a joint venture with Guangzhou Jiu De Cultural and Technology Company Limited[30]. - The Company is optimistic about the development of LARP projects in cooperation with Jiu De, with a formal agreement expected to be finalized soon[49]. - The Company is exploring growth potential in the VR and MR industry through a joint venture established in February 2018[48]. - The Company has not provided specific guidance on future performance or market expansion strategies in the available documents[114].
比高集团(08220) - 2022 Q3 - 季度财报
2022-02-14 12:01
Financial Performance - For the three months ended December 31, 2021, the company reported revenue of HKD 2,697,000, an increase from HKD 2,237,000 in the same period of 2020, representing a growth of approximately 20.6%[4] - For the nine months ended December 31, 2021, total revenue reached HKD 6,067,000, compared to HKD 3,501,000 for the same period in 2020, indicating a significant increase of about 73.3%[4] - The gross profit for the three months ended December 31, 2021, was HKD 1,589,000, up from HKD 1,301,000 in the prior year, reflecting a growth of approximately 22.1%[4] - The company reported a loss before tax of HKD 2,709,000 for the three months ended December 31, 2021, compared to a loss of HKD 2,732,000 in the same period of 2020, showing a slight improvement[4] - The total comprehensive loss for the nine months ended December 31, 2021, was HKD 10,862,000, a decrease from HKD 18,570,000 in the same period of 2020, indicating a reduction of approximately 41.7%[4] - The basic and diluted loss per share for the nine months ended December 31, 2021, was HKD 1.13, compared to HKD 1.92 for the same period in 2020, representing an improvement of about 41.1%[4] Expenses and Liabilities - The company incurred administrative expenses of HKD 12,165,000 for the nine months ended December 31, 2021, compared to HKD 17,065,000 in the same period of 2020, reflecting a decrease of approximately 28.8%[4] - The company’s financing costs for the nine months ended December 31, 2021, were HKD 6,000, a significant decrease from HKD 58,000 in the same period of 2020, showing a reduction of approximately 89.7%[4] - The company’s total liabilities increased to HKD 18,555,000 as of December 31, 2021, compared to HKD 15,000,000 as of December 31, 2020, indicating a rise of approximately 23.7%[4] Income and Gains - The company reported other income and net gains of HKD 976,000 for the nine months ended December 31, 2021, compared to HKD 1,837,000 in the same period of 2020, indicating a decline of about 46.9%[4] - The company reported a total of HK$421 million in other income for the year, compared to HK$146 million in the previous year[18] - Interest income for the period was HK$48 million, a decrease from HK$50 million in the previous period, while total other income reached HK$167 million, down from HK$755 million[18] - Government subsidies received amounted to HK$394 million in the previous period, with a total of HK$990 million received in the same period last year[18] - The company reported a gain of HK$311 million from the sale of a subsidiary in the previous year, contributing to total other income[18] Share Options and Incentives - The total number of stock options granted in 2021 was 25,620,000, with an exercise price of HK$0.084 per share[22] - The fair value of stock options granted in 2021 was HK$1,167,000, reflecting the company's commitment to employee incentives[22] - The company has adopted a share option scheme since August 15, 2012, allowing the board to grant options to employees and directors[67] - The total number of stock options granted to directors during the period was 33,250,000, with 17,080,000 options granted in the current period[69] - The company has a share option plan in place, which was approved on August 15, 2012, and is set to expire on August 14, 2022[83] - The share incentive plan was adopted on August 14, 2019, and is effective for a period of 10 years, subject to early termination by the board[89] - The purpose of the share incentive plan is to reward eligible participants for their contributions to the group's growth and development[90] - Eligible participants include employees of the group and its subsidiaries, as well as non-executive directors and consultants[90] Governance and Compliance - The audit committee consists of three independent non-executive directors and is responsible for reviewing the company's financial reports and internal controls[96] - The company has adopted a code of conduct regarding directors' securities transactions, ensuring compliance with GEM listing rules[98] - The board of directors includes both executive and independent non-executive members, ensuring a diverse governance structure[98] - The audit committee has reviewed the unaudited performance of the group for the nine months ending December 31, 2021, and found it compliant with applicable accounting standards[96] Future Plans and Investments - The company has entered into a joint venture agreement with a third party, with an investment of no less than HKD 25,000,000 and no more than HKD 35,000,000 for the development of virtual and mixed reality projects[50] - The company is focused on developing and operating online gaming businesses and investing in cultural projects in China[61] - The company believes that investments in virtual reality and mixed reality projects have significant growth potential[62] - The company is optimistic about the synergy between its existing business and new ventures, which will be beneficial in the future[63] - The company continues to explore investment opportunities in the cinema and popular film sectors despite the impact of the COVID-19 pandemic[61] Share Capital and Major Shareholders - As of December 31, 2021, the total issued share capital of the company was 1,026,444,669 shares[66] - Mr. Stephen Chow holds 27,573,529 shares, representing approximately 2.69% of the company's issued share capital[65] - Mr. Chow also has a trust holding of 402,121,240 shares, accounting for about 39.17% of the total issued share capital[65] - Ms. Zhou Wenji holds a trust holding of 402,121,240 shares, also representing approximately 39.17% of the company's issued share capital[65] - Beglobal Investments Limited directly held 329,621,240 shares (approximately 32.11%) and indirectly held 72,500,000 shares through Golden Treasure Global Investment Limited (approximately 7.06%) as of December 31, 2021[81]