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ST凯文(002425) - 半年报监事会决议公告
2025-08-27 15:19
证券代码:002425 证券简称:ST 凯文 公告编号:2025-050 二、以 3 票同意、0 票反对、0 票弃权,审议通过了《关于募集资金 2025 年半年度存放 与使用情况的专项报告的议案》。 经审核,监事会认为:公司 2025 年半年度募集资金存放与使用情况的专项报告如实反 映了公司募集资金存放与实际使用情况,公司不存在募集资金违规使用的情形。 内容详见同日披露于《证券时报》《中国证券报》《上海证券报》《证券日报》和巨潮资讯 网(http://www.cninfo.com.cn)的公告。 凯撒(中国)文化股份有限公司 第八届监事会第十五次会议决议公告 本公司及监事会全体成员保证公告内容真实、准确和完整,不存在虚假记载、误导性陈 述或者重大遗漏。 凯撒(中国)文化股份有限公司(以下简称"公司")第八届监事会第十五次会议于 2025 年 08 月 26 日以现场结合通讯表决的方式召开。会议通知于 2025 年 08 月 15 日以电子邮件方 式送达给全体监事。会议应到监事 3 名,实际出席监事 3 名。本次会议召集、召开符合《公 司法》和《公司章程》的有关规定。与会监事经认真审议和表决,作出以下决议: 一 ...
ST凯文(002425) - 半年报董事会决议公告
2025-08-27 15:18
证券代码:002425 证券简称:ST 凯文 公告编号:2025-049 凯撒(中国)文化股份有限公司 第八届董事会第十七次会议决议公告 本公司及董事会全体成员保证公告内容真实、准确和完整,不存在虚假记载、误导性陈 述或者重大遗漏。 凯撒(中国)文化股份有限公司(以下简称"公司"、"凯撒文化")第八届董事会第十七 次会议于 2025 年 8 月 26 日以现场结合通讯表决的方式召开。会议通知于 2025 年 8 月 15 日 以电子邮件送达全体董事、监事和高级管理人员。本次会议由董事长郑雅珊女士召集,会议 应出席的董事 9 人, 实际出席董事 9 人。本次会议的召集和召开符合《公司法》和《公司章 程》的有关规定,合法有效。会议经过讨论,作出如下决议: 一、会议以 9 票同意、0 票弃权、0 票反对的表决结果,审议通过《关于 2025 年半年度 报告全文及其摘要的议案》。 具体内容详见同日披露于《证券时报》《中国证券报》《上海证券报》《证券日报》和巨潮 资讯网(http://www.cninfo.com.cn)的公告。 二、会议以 9 票同意、0 票弃权、0 票反对的表决结果,审议通过《关于募集资金 2025 ...
凯撒文化(002425) - 2025 Q2 - 季度财报
2025-08-27 14:50
Important Notes, Table of Contents, and Definitions [Important Notes](index=2&type=section&id=Important%20Notes) The company's Board of Directors, Supervisory Board, and senior management guarantee the truthfulness, accuracy, and completeness of the semi-annual report, and declare the financial report is true, accurate, and complete. - The company's Board of Directors, Supervisory Board, and senior management guarantee the truthfulness, accuracy, and completeness of the report content[5](index=5&type=chunk) - The company's responsible person, chief accountant, and accounting department head declare the financial report is true, accurate, and complete[5](index=5&type=chunk) - The company plans not to distribute cash dividends, bonus shares, or convert capital reserves into share capital[6](index=6&type=chunk) [Table of Contents](index=3&type=section&id=Table%20of%20Contents) This section lists the report's structure, including major chapters such as company profile, management discussion and analysis, corporate governance, significant matters, share changes, bond-related information, and financial reports, along with their corresponding page numbers. Report Chapter Overview | Section | Title | Page | | :--- | :--- | :--- | | Section 2 | Company Profile and Key Financial Indicators | 6 | | Section 3 | Management Discussion and Analysis | 9 | | Section 4 | Corporate Governance, Environment, and Society | 23 | | Section 5 | Significant Matters | 26 | | Section 6 | Share Changes and Shareholder Information | 35 | | Section 7 | Bond-Related Matters | 39 | | Section 8 | Financial Report | 40 | | Section 9 | Other Submitted Data | 180 | [Definitions](index=5&type=section&id=Definitions) This section provides definitions for common terms used in the report, including company abbreviations, actual controllers, major subsidiaries, business types (e.g., IP, CP, RPG, ARPG, MMO, SLG), and the reporting period, to ensure clear understanding of the report content. - Kaiser Culture, the Company, this Company, the Listed Company, and ST Kaiwen all refer to Kaiser (China) Culture Co., Ltd[14](index=14&type=chunk) - The actual controllers are natural persons Zheng Heming and Chen Yuqin, a married couple[14](index=14&type=chunk) - The reporting period refers to January 1, 2025, to June 30, 2025[14](index=14&type=chunk) Company Profile and Key Financial Indicators [I. Company Profile](index=6&type=section&id=I.%20Company%27s%20Main%20Business) The company's stock abbreviation is ST Kaiwen, stock code 002425, listed on the Shenzhen Stock Exchange, with its Chinese name being Kaiser (China) Culture Co., Ltd., and legal representative Zheng Yashan. Company Basic Information | Indicator | Content | | :--- | :--- | | Stock Abbreviation | ST Kaiwen | | Stock Code | 002425 | | Listing Exchange | Shenzhen Stock Exchange | | Chinese Name | Kaiser (China) Culture Co., Ltd. | | Legal Representative | Zheng Yashan | [II. Contact Persons and Information](index=6&type=section&id=II.%20Contact%20Persons%20and%20Information) This section provides contact information for the company's Board Secretary Qiu Minghai and Securities Affairs Representative Peng Qijian, including address, telephone, fax, and email. - The Board Secretary is Qiu Minghai, and the Securities Affairs Representative is Peng Qijian[17](index=17&type=chunk) - The company's contact address is Unit L28-04, Building 3, Excellence Qianhai No. 1, No. 5033 Menghai Avenue, Nanshan Street, Qianhai Shenzhen-Hong Kong Cooperation Zone, Shenzhen[17](index=17&type=chunk) [III. Other Information](index=6&type=section&id=III.%20Other%20Information) The company's registered and office addresses changed during the reporting period, with the registered address in Shantou and the office address in Shenzhen, and the designated website for information disclosure is cninfo.com.cn. - The company's registered address and office address changed during the reporting period[18](index=18&type=chunk) - The company's website is http://www.kaiser.com.cn, and its email is ks002425@kaiser.com.cn[18](index=18&type=chunk) - The designated website for temporary announcements is cninfo.com.cn (http://www.cninfo.com.cn)[18](index=18&type=chunk) [IV. Key Accounting Data and Financial Indicators](index=7&type=section&id=IV.%20Key%20Accounting%20Data%20and%20Financial%20Indicators) In the first half of 2025, the company's operating revenue increased by **14.37%** to **273.32 Million Yuan**, but net profit attributable to shareholders decreased by **25.85%** to **-58.74 Million Yuan**, while net cash flow from operating activities increased by **18.07%**. Key Accounting Data and Financial Indicators (Year-on-Year Change) | Indicator | Current Reporting Period (Yuan) | Prior Year Period (Yuan) | Change (%) | | :--- | :--- | :--- | :--- | | Operating Revenue | 273,317,514.42 | 238,974,100.48 | 14.37% | | Net Profit Attributable to Shareholders of the Listed Company | -58,740,763.00 | -46,674,748.48 | -25.85% | | Net Cash Flow from Operating Activities | 3,074,430.21 | 2,603,988.94 | 18.07% | | Basic Earnings Per Share | -0.0619 | -0.0492 | -25.81% | | Total Assets (Period-end) | 3,405,895,183.22 | 3,424,196,256.14 | -0.53% | | Net Assets Attributable to Shareholders of the Listed Company (Period-end) | 2,939,222,610.66 | 2,986,852,118.56 | -1.59% | [V. Differences in Accounting Data under Domestic and Overseas Accounting Standards](index=7&type=section&id=V.%20Differences%20in%20Accounting%20Data%20under%20Domestic%20and%20Overseas%20Accounting%20Standards) During the reporting period, the company had no differences in net profit and net assets between financial reports disclosed under International Accounting Standards or overseas accounting standards and Chinese Accounting Standards. - The company had no differences in net profit and net assets between financial reports disclosed under International Accounting Standards and Chinese Accounting Standards during the reporting period[22](index=22&type=chunk) - The company had no differences in net profit and net assets between financial reports disclosed under overseas accounting standards and Chinese Accounting Standards during the reporting period[23](index=23&type=chunk) [VI. Non-Recurring Gains and Losses Items and Amounts](index=7&type=section&id=VI.%20Non-Recurring%20Gains%20and%20Losses%20Items%20and%20Amounts) During the reporting period, the company's total non-recurring gains and losses amounted to **-943,357.63 Yuan**, primarily including gains/losses from disposal of non-current assets, government grants, entrusted investment gains/losses, reversal of impairment provisions for receivables, and other non-operating income/expenses. Non-Recurring Gains and Losses Items and Amounts | Item | Amount (Yuan) | | :--- | :--- | | Gains/losses from disposal of non-current assets | 173,418.02 | | Government grants recognized in current profit or loss | 478,512.54 | | Gains/losses from entrusted investments or asset management | 298,717.84 | | Reversal of impairment provisions for receivables subject to separate impairment testing | 3,042,000.00 | | Other non-operating income and expenses apart from the above | -4,289,703.63 | | Less: Income tax impact | 646,056.70 | | Impact on minority interests (after tax) | 245.70 | | Total | -943,357.63 | - The company has no other profit or loss items that meet the definition of non-recurring gains and losses[26](index=26&type=chunk) Management Discussion and Analysis [I. Company's Main Business Activities During the Reporting Period](index=9&type=section&id=I.%20Company%27s%20Main%20Business%20Activities%20During%20the%20Reporting%20Period) The company is dedicated to building an internet entertainment ecosystem centered on premium IP, with its main business in cultural entertainment, including copyright operations and online game research and development (R&D) and operations, primarily generating revenue from mobile online games. - The company's main business is cultural entertainment, specifically including copyright operations, and online game R&D and operations, with primary revenue from mobile online games[29](index=29&type=chunk) - The company's game operating models include self-operation and co-operation, with the profit model being revenue recognition from game top-ups after deducting channel fees[29](index=29&type=chunk)[30](index=30&type=chunk) - The IP copyright operation model involves acquiring IP copyrights, authorizing partners to develop games, animations, films, and television products, or authorizing partners to operate developed games, thereby generating copyright revenue[30](index=30&type=chunk)[31](index=31&type=chunk) [(I) Company's Main Business](index=9&type=section&id=(I)%20Company%27s%20Main%20Business) The company's core business is to build an internet entertainment ecosystem centered on premium IP, covering various entertainment content such as novels, animations, and games, with online game R&D and operations, and copyright operations as its main revenue sources, especially mobile online games. - The company is committed to building an internet entertainment ecosystem with premium IP as its core, comprehensively laying out the pan-entertainment industry chain[29](index=29&type=chunk) - Its main business is cultural entertainment, specifically including copyright operations, and online game R&D and operations[29](index=29&type=chunk) - Currently, the main revenue comes from mobile online games[29](index=29&type=chunk) [(II) Company's Main Operating Model](index=9&type=section&id=(II)%20Company%27s%20Main%20Operating%20Model) The company's online game business primarily generates revenue through self-operation and co-operation models, with self-operation handling product marketing, operations, and payment, while co-operation involves partnerships with publishers for promotion and revenue sharing from top-ups. - Online game business operating models include self-operation and co-operation[29](index=29&type=chunk) - Under the self-operation model, the company is responsible for product marketing, operations, payment, server support, etc., recognizing revenue after deducting channel fees[29](index=29&type=chunk) - Under the co-operation model, the company partners with game publishers for promotion and top-up services, recognizing revenue based on agreed-upon sharing ratios[30](index=30&type=chunk) - The IP copyright operation model generates copyright revenue by acquiring and sub-licensing IP copyrights, or by licensing already developed games for operation[30](index=30&type=chunk)[31](index=31&type=chunk) [(III) Key Performance Drivers During the Reporting Period](index=9&type=section&id=(III)%20Key%20Performance%20Drivers%20During%20the%20Reporting%20Period) The company adheres to an integrated R&D and operation strategy, driving performance through classic IP, diversified product lines (strategy, card, ACG), expansion into emerging platforms (WeChat mini-games, Huawei Quick Games), and an internationalization strategy (game overseas expansion). - The company adheres to an integrated R&D and operation strategy, driven by classic IP, launching diversified product lines covering strategy, card, and innovative categories[31](index=31&type=chunk) - It explores emerging platforms such as WeChat mini-games and Huawei Quick Games to extend the lifecycle of older games, and promotes an internationalization strategy to accelerate game overseas expansion[31](index=31&type=chunk) - The company actively integrates cutting-edge technologies, incorporating GPT-4 and domestic GLM large models to assist R&D, and AI text-to-image tools to optimize art design[31](index=31&type=chunk) 2025 First Half Performance Overview | Indicator | Amount (Ten Thousand Yuan) | Year-on-Year Change | | :--- | :--- | :--- | | Operating Revenue | 27,331.75 | 14.37% | | Net Profit Attributable to Shareholders of the Listed Company | -5,874.08 | -25.85% | | Total Assets | 340,589.52 | -0.53% | | Net Assets Attributable to Shareholders of the Listed Company | 293,922.26 | -1.59% | [1. Game Business](index=10&type=section&id=1.%20Game%20Business) In the first half of 2025, the company's mature premium games maintained stable revenue, with "Romance of the Three Kingdoms 2017" exceeding **7 Billion Yuan** in global gross revenue, and "Saint Seiya: Rebirth" exceeding **1.7 Billion Yuan**. - "Romance of the Three Kingdoms 2017" has exceeded **7 Billion Yuan** in global gross revenue, with significant contributions from Hong Kong, Taiwan, and Japan markets[32](index=32&type=chunk) - "Saint Seiya: Rebirth" has exceeded **1.7 Billion Yuan** in global gross revenue, and its series product "Saint Seiya: Rebirth 2" topped the App Store free chart on its launch day[32](index=32&type=chunk) - Multiple IP-adapted games such as "Shrouding the Heavens World", "All-Star Awakening", and "Ultraman (Code: Light)" have obtained publication licenses and signed with leading publishers like Tencent[33](index=33&type=chunk) - The company will rely on a "R&D + Operation" dual-driven strategy, planning to launch new products such as "One Piece: Grand Collection", "Shrouding the Heavens World", and "All-Star Awakening" in the second half of 2025[34](index=34&type=chunk) [2. IP Business](index=10&type=section&id=2.%20IP%20Business) The company's core strategy is "premium IP", building a complete IP ecosystem through global layout, multi-form development, and technology empowerment. - The company's core strategy is "premium IP", building a complete IP ecosystem through global layout, multi-form development, and technology empowerment[34](index=34&type=chunk) - It possesses top Japanese IP resources such as "Saint Seiya", "All-Star Awakening", "Ultraman", "One Piece", and "Yu Yu Hakusho"[34](index=34&type=chunk)[35](index=35&type=chunk) - In the domestic animation and novel fields, it holds game adaptation rights for popular IPs such as "The Outcast" and "Shrouding the Heavens"[36](index=36&type=chunk) - The company is committed to immersive game development of top Japanese animation IPs, forming a brand radiation effect in European, American, and Southeast Asian markets, achieving a complete business closed-loop from IP incubation and multi-form development to long-term operation[37](index=37&type=chunk) [1. Industry Status](index=11&type=section&id=1.%20Industry%20Status) In the first half of 2025, the actual sales revenue of China's domestic game market reached **147.27 Billion Yuan**, a year-on-year increase of **22.34%**, with the mobile game market revenue reaching **125.31 Billion Yuan**, up **35.81%** year-on-year. 2025 First Half China Game Industry Data | Indicator | Amount (Hundred Million Yuan) | Year-on-Year Growth | | :--- | :--- | :--- | | Domestic Game Market Actual Sales Revenue | 1,472.67 | 22.34% | | Game User Scale | 679 Million | 0.72% | | Mobile Game Market Actual Sales Revenue | 1,253.09 | 35.81% | | Mini-Program Mobile Game Actual Sales Revenue | 232.76 | 40.20% | - Domestic mobile game market revenue is mainly concentrated in MOBA, shooting, and strategy categories, with the head effect intensifying[38](index=38&type=chunk) - The overall market development shows a "dumbbell" structure, with high-cost, high-return large-scale games and short, fast, lightweight casual mini-games continuing to grow, while mid-sized game products shrink in volume[38](index=38&type=chunk) [2. Impact of Industry Policies on the Industry](index=11&type=section&id=2.%20Impact%20of%20Industry%20Policies%20on%20the%20Industry) In the first half of the year, China's game industry maintained steady growth, with increased policy support, as **884** domestic game licenses were issued from January to June, a **20.60%** year-on-year increase. - From January to June 2025, the National Press and Publication Administration issued **884** domestic game licenses, a **20.60%** year-on-year increase, indicating continued improvement in game industry supply[38](index=38&type=chunk) - A batch of new products is expected to be launched in the second half of the year, which is likely to provide new impetus for sustained industry growth[38](index=38&type=chunk) - The game industry will continue to actively assume social responsibility, promote the protection of minors, and adhere to correct value guidance[38](index=38&type=chunk) [3. Company's Industry Position](index=11&type=section&id=3.%20Company%27s%20Industry%20Position) The company has established its market position as a large independent developer, possessing strong R&D capabilities and IP resource commercialization capabilities, with a scaled R&D team and ample new game product reserves. - The company has established its market position as a large independent developer, possessing strong R&D capabilities and market bargaining power[40](index=40&type=chunk) - It has developed into a mobile game enterprise capable of simultaneously launching and operating multiple games, with IP resource commercialization capabilities, a scaled R&D team, and ample new game product reserves[40](index=40&type=chunk) - The company will explore international business opportunities, actively expand into overseas markets, continuously enhance its comprehensive profitability, and undertake the responsibility of spreading Chinese culture[40](index=40&type=chunk) [II. Analysis of Core Competencies](index=12&type=section&id=II.%20Analysis%20of%20Core%20Competencies) The company's core competencies lie in its leading industry chain layout, diversified IP matrix, deep cooperation with top platforms, and integrated standardized group management. - The company possesses a mature R&D system and capabilities, focusing on R&D and self-publishing or co-operating game businesses based on a premium IP pan-entertainment strategy, forming industrial synergy[41](index=41&type=chunk) - As a leading domestic IP game R&D company, it has established good cooperation with renowned copyright holders such as Japan's Shueisha and Kodansha, as well as domestic copyright holders, possessing numerous IP resources including "One Piece", "Saint Seiya", and "Shrouding the Heavens World"[41](index=41&type=chunk) - Deep cooperation with leading platforms such as Tencent, Alibaba, ByteDance, Kuaishou, and 360 expands revenue growth potential[42](index=42&type=chunk) - Headquarters and subsidiaries collaborate in an integrated manner, with an experienced management team ensuring organizational vitality through talent incentives and a last-man-out system[42](index=42&type=chunk) [III. Analysis of Main Business](index=12&type=section&id=III.%20Analysis%20of%20Main%20Business) During the reporting period, the company's operating revenue increased by **14.37%**, primarily contributed by the cultural and entertainment industry at **97.66%**. Key Financial Data Year-on-Year Changes | Indicator | Current Reporting Period (Yuan) | Prior Year Period (Yuan) | Year-on-Year Change (%) | Reason for Change | | :--- | :--- | :--- | :--- | :--- | | Operating Revenue | 273,317,514.42 | 238,974,100.48 | 14.37% | | | Operating Cost | 279,173,656.35 | 218,257,591.98 | 27.91% | | | Selling Expenses | 4,543,924.90 | 7,020,251.25 | -35.27% | Primarily due to a decrease in salaries and benefits | | Administrative Expenses | 32,964,398.49 | 40,083,151.18 | -17.76% | | | Financial Expenses | 1,191,443.22 | 1,993,265.41 | -40.23% | Primarily due to the impact of exchange rate fluctuations | | Income Tax Expense | 3,051,768.66 | -6,961,534.96 | 143.84% | Primarily due to an increase in deferred income tax expenses | | R&D Investment | 33,404,948.26 | 50,880,205.89 | -34.35% | Primarily due to a decrease in salaries and benefits | | Net Cash Flow from Operating Activities | 3,074,430.21 | 2,603,988.94 | 18.07% | | | Net Cash Flow from Investing Activities | -67,051,322.57 | -28,400,561.31 | -136.09% | Primarily due to increased purchases of wealth management products and equity investments in the current period | | Net Cash Flow from Financing Activities | 39,276,006.61 | -11,997,653.34 | 427.36% | Primarily due to increased bank borrowings, borrowings from controlling shareholders and related parties | | Net Increase in Cash and Cash Equivalents | -24,523,029.23 | -37,894,537.60 | 35.29% | Primarily due to increased bank borrowings, borrowings from controlling shareholders and related parties | Operating Revenue Composition (by Industry, Product, Region) | Category | Item | Current Reporting Period Amount (Yuan) | Proportion | Prior Year Period Amount (Yuan) | Proportion | Year-on-Year Change | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | By Industry | Culture and Entertainment Industry | 266,914,365.41 | 97.66% | 233,428,759.48 | 97.68% | 14.35% | | | Other | 6,403,149.01 | 2.34% | 5,545,341.00 | 2.32% | 15.47% | | By Product | Game Revenue Sharing | 249,932,624.59 | 91.44% | 228,696,939.48 | 95.70% | 9.29% | | | Copyright Operations | 0.00 | 0.00% | 4,716,981.13 | 1.97% | -100.00% | | | Technical Services | 16,981,131.82 | 6.21% | - | - | - | | | Other | 6,403,758.01 | 2.34% | 5,560,179.87 | 2.33% | 15.17% | | By Region | Domestic | 204,850,250.53 | 74.95% | 184,986,370.35 | 77.41% | 10.74% | | | Overseas | 68,467,263.89 | 25.05% | 53,987,730.13 | 22.59% | 26.82% | Main Business Cost Composition (Year-on-Year Change) | Cost Component | Current Reporting Period Amount (Yuan) | Proportion | Prior Year Period Amount (Yuan) | Proportion | Year-on-Year Change | | :--- | :--- | :--- | :--- | :--- | :--- | | Game Revenue Sharing | 35,904,763.30 | 12.86% | 28,067,505.51 | 12.86% | 27.92% | | Copyright Amortization | 9,067,634.66 | 3.25% | 12,514,070.88 | 5.73% | -27.54% | | Production Cost Amortization | 78,021,728.21 | 27.95% | 35,881,645.91 | 16.44% | 117.44% | | Labor Costs | 18,359,333.29 | 6.57% | 12,377,442.08 | 5.67% | 48.33% | | Channel Costs | 134,457,544.69 | 48.16% | 125,587,855.38 | 57.54% | 7.06% | | Other | 3,087,522.31 | 1.11% | 3,639,717.51 | 1.67% | -15.17% | - Production cost amortization increased by **117.44%** year-on-year, primarily due to increased amortization of new game project development costs[53](index=53&type=chunk) - Labor costs increased by **48.33%** year-on-year, primarily due to increased maintenance costs for new game projects[53](index=53&type=chunk) [IV. Analysis of Non-Main Business](index=15&type=section&id=IV.%20Analysis%20of%20Non-Main%20Business) During the reporting period, the company's non-main business impacted total profit, with investment income of **-6.81 Million Yuan**, asset impairment reversal of **9.49 Million Yuan**, and non-operating expenses of **4.30 Million Yuan** mainly due to contract late fees. Non-Main Business Gains and Losses | Item | Amount (Yuan) | Proportion of Total Profit | Explanation of Formation | Sustainability | | :--- | :--- | :--- | :--- | :--- | | Investment Income | -6,808,155.20 | 11.58% | Primarily long-term equity investment income accounted for using the equity method | No | | Asset Impairment | 9,487,197.74 | 16.14% | Primarily reversal of bad debt provisions for receivables | No | | Non-Operating Income | 12,654.57 | 0.02% | | No | | Non-Operating Expenses | 4,302,358.20 | 7.32% | Primarily contract late fees | No | [V. Analysis of Assets and Liabilities](index=15&type=section&id=V.%20Analysis%20of%20Assets%20and%20Liabilities) At the end of the reporting period, the company's total assets were **3.41 Billion Yuan**, a slight decrease of **0.53%** from the end of the previous year. Significant Changes in Asset Composition | Item | Amount at End of Current Period (Yuan) | Proportion of Total Assets | Amount at End of Previous Year (Yuan) | Proportion of Total Assets | Change in Proportion | Explanation of Significant Change | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Monetary Funds | 148,815,513.53 | 4.37% | 175,247,662.74 | 5.12% | -0.75% | | | Accounts Receivable | 278,516,906.21 | 8.18% | 257,636,237.72 | 7.52% | 0.66% | | | Contract Liabilities | 57,696,992.33 | 1.69% | 121,855,289.84 | 3.56% | -1.87% | Primarily due to the end of business cooperation, leading to a decrease in contract liabilities | | Other Receivables | 6,995,449.37 | 0.21% | 2,955,562.49 | 0.09% | 0.12% | Primarily due to the disposal of financial assets in the current period, resulting in new receivables from disposal | | Other Non-Current Assets | 120,049,917.21 | 3.52% | 86,808,013.92 | 2.54% | 0.98% | Primarily due to new game project customization fees in the current period | | Other Payables | 78,845,321.90 | 2.31% | 20,656,428.32 | 0.60% | 1.71% | Primarily due to an increase in funds to be returned to partners after the end of business cooperation and an increase in borrowings from controlling shareholders and related parties | Assets and Liabilities Measured at Fair Value | Item | Period-end Amount (Yuan) | Period-start Amount (Yuan) | | :--- | :--- | :--- | | Trading Financial Assets | 30,000,000.00 | 0.00 | | Other Non-Current Financial Assets | 149,401,683.89 | 159,208,228.06 | | Investment Properties | 327,348,000.00 | 327,348,000.00 | | Total | 506,749,683.89 | 486,556,228.06 | - Investment properties totaling **88,009,800.00 Yuan** are restricted in rights due to mortgage[61](index=61&type=chunk) [VI. Analysis of Investment Status](index=17&type=section&id=VI.%20Analysis%20of%20Investment%20Status) During the reporting period, the company's investment amounted to **10 Million Yuan**, a year-on-year increase of **100%**. Investment Amount During the Reporting Period | Indicator | Amount (Yuan) | | :--- | :--- | | Investment Amount for the Reporting Period | 10,000,000.00 | | Investment Amount for the Prior Year Period | 5,000,000.00 | | Change Rate | 100.00% | - The company had no securities investments or derivative investments during the reporting period[63](index=63&type=chunk)[64](index=64&type=chunk) Overall Use of Raised Funds | Total Raised Funds (Ten Thousand Yuan) | Net Raised Funds (Ten Thousand Yuan) | Total Raised Funds Used Cumulatively (Ten Thousand Yuan) | Proportion of Raised Funds Used at Period-end | | :--- | :--- | :--- | :--- | | 90,040 | 87,067.1 | 72,313.35 | 83.05% | - Raised investment projects "Game R&D and Operation Project" and "Overseas Distribution Project for Agency Games" were delayed due to market environment changes and other reasons, extended to March 2028 and December 2025, respectively[69](index=69&type=chunk) - The company uses idle raised funds not exceeding **100 Million Yuan** to temporarily supplement working capital, with a usage period not exceeding 12 months[69](index=69&type=chunk) [VII. Significant Asset and Equity Sales](index=20&type=section&id=VII.%20Significant%20Asset%20and%20Equity%20Sales) The company did not sell significant assets or equity during the reporting period. - The company did not sell significant assets during the reporting period[72](index=72&type=chunk) - The company did not sell significant equity during the reporting period[73](index=73&type=chunk) [VIII. Analysis of Major Holding and Participating Companies](index=20&type=section&id=VIII.%20Analysis%20of%20Major%20Holding%20and%20Participating%20Companies) The company's major subsidiaries include Shenzhen Cool Niu Interactive Technology Co., Ltd., Hangzhou Huanwen Technology Co., Ltd., and Sichuan Tian Shang You Jia Network Technology Co., Ltd., primarily engaged in game operations and IP operations. Major Subsidiary Financial Overview | Company Name | Company Type | Main Business | Registered Capital (Yuan) | Total Assets (Yuan) | Net Assets (Yuan) | Operating Revenue (Yuan) | Net Profit (Yuan) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Shenzhen Cool Niu Interactive Technology Co., Ltd. | Subsidiary | Game Operations | 10,000,000.00 | 404,490,435.32 | 14,228,720.77 | 116,729,679.38 | 32,575,344.20 | | Hangzhou Huanwen Technology Co., Ltd. | Subsidiary | IP Operations | 10,000,000.00 | 90,947,448.73 | -32,383,957.34 | 1,646,429.79 | -8,678,620.48 | | Sichuan Tian Shang You Jia Network Technology Co., Ltd. | Subsidiary | Game Operations | 10,000,000.00 | 474,427,314.82 | 339,699,494.04 | 87,093,818.77 | 8,292,275.33 | - The company did not acquire or dispose of subsidiaries during the reporting period[74](index=74&type=chunk) [IX. Information on Structured Entities Controlled by the Company](index=21&type=section&id=IX.%20Information%20on%20Structured%20Entities%20Controlled%20by%20the%20Company) The company had no structured entities under its control during the reporting period. - The company had no structured entities under its control during the reporting period[75](index=75&type=chunk) [X. Risks Faced by the Company and Countermeasures](index=21&type=section&id=X.%20Risks%20Faced%20by%20the%20Company%20and%20Countermeasures) The company faces risks including market competition, industry policies, technology, failure in game product R&D and operation, loss of core personnel, and goodwill impairment. - Market competition risk: The mobile game industry has entered a period of inventory competition, requiring the company to continuously develop premium games to cope[75](index=75&type=chunk) - Industry policy risk: Game products require publication license approval for launch, posing risks of non-compliance with content regulations[75](index=75&type=chunk) - Technology risk: The game industry experiences rapid product iteration, necessitating close alignment with technological development trends[76](index=76&type=chunk) - Game product R&D and operation failure risk: Products may not adapt to the market or operations may fall short of expectations[77](index=77&type=chunk) - Core personnel loss risk: The stability of core technical and operational talent is crucial for the company's development[78](index=78&type=chunk) - Goodwill impairment risk: Significant goodwill was formed from the acquisitions of Cool Niu Interactive and Tian Shang You Jia, which may face impairment if the target companies perform poorly[79](index=79&type=chunk) [XI. Implementation of Market Value Management System and Valuation Enhancement Plan](index=22&type=section&id=XI.%20Implementation%20of%20Market%20Value%20Management%20System%20and%20Valuation%20Enhancement%20Plan) The company has formulated a valuation enhancement plan, which was approved by the Board of Directors on April 24, 2025. - The company has formulated a valuation enhancement plan, which was approved by the Board of Directors on April 24, 2025[81](index=81&type=chunk) - The plan includes focusing on the main business, emphasizing shareholder returns, establishing long-term incentive mechanisms, and utilizing market value management tools[81](index=81&type=chunk) [XII. Implementation of the "Quality and Return Dual Enhancement" Action Plan](index=22&type=section&id=XII.%20Implementation%20of%20the%20%22Quality%20and%20Return%20Dual%20Enhancement%22%20Action%20Plan) The company did not disclose an announcement regarding the "Quality and Return Dual Enhancement" action plan during the reporting period. - The company did not disclose an announcement regarding the "Quality and Return Dual Enhancement" action plan during the reporting period[82](index=82&type=chunk) Corporate Governance, Environment, and Society [I. Changes in Directors, Supervisors, and Senior Management](index=23&type=section&id=I.%20Changes%20in%20Directors%2C%20Supervisors%2C%20and%20Senior%20Management) During the reporting period, independent director Lu Hui resigned due to personal reasons, and Zheng Zhuowu was elected as an independent director. Changes in Directors, Supervisors, and Senior Management | Name | Position Held | Type | Date | Reason | | :--- | :--- | :--- | :--- | :--- | | Lu Hui | Independent Director | Resignation | May 20, 2025 | Personal reasons | | Zheng Zhuowu | Independent Director | Election | May 20, 2025 | Personal reasons | [II. Profit Distribution and Capital Reserve Conversion to Share Capital During the Reporting Period](index=23&type=section&id=II.%20Profit%20Distribution%20and%20Capital%20Reserve%20Conversion%20to%20Share%20Capital%20During%20the%20Reporting%20Period) The company plans not to distribute cash dividends, bonus shares, or convert capital reserves into share capital for the semi-annual period. - The company plans not to distribute cash dividends, bonus shares, or convert capital reserves into share capital for the semi-annual period[85](index=85&type=chunk) [III. Implementation of Equity Incentive Plans, Employee Stock Ownership Plans, or Other Employee Incentive Measures](index=23&type=section&id=III.%20Implementation%20of%20Equity%20Incentive%20Plans%2C%20Employee%20Stock%20Ownership%20Plans%2C%20or%20Other%20Employee%20Incentive%20Measures) The company had no equity incentive plans during the reporting period. The 2025 employee stock ownership plan includes **35** holders, comprising directors, supervisors, senior management, middle management, and core technical personnel, holding a total of **8,627,600** shares, accounting for **0.90%** of the total share capital. - The company had no equity incentive plans during the reporting period[86](index=86&type=chunk) 2025 Employee Stock Ownership Plan Overview | Employee Scope | Number of Employees | Total Shares Held (Shares) | Proportion of Listed Company's Total Share Capital | Funding Sources for the Plan | | :--- | :--- | :--- | :--- | :--- | | Directors, Supervisors, Senior Management, Middle Management, and Core Technical Personnel, etc. | 35 | 8,627,600 | 0.90% | Employees' legal remuneration, self-raised funds, and other methods permitted by laws and regulations | Shareholding of Directors, Supervisors, and Senior Management in the Employee Stock Ownership Plan During the Reporting Period | Name | Position | Shares Held at Period-end (Shares) | Proportion of Listed Company's Total Share Capital | | :--- | :--- | :--- | :--- | | Zheng Yashan | Chairman | 390,625 | 0.04% | | Zheng Linhai | Vice Chairman | 390,625 | 0.04% | | Huang Zhongxi | Director, Deputy General Manager | 781,250 | 0.08% | | Qiu Minghai | Deputy General Manager, Board Secretary | 156,250 | 0.02% | | Zheng Hongsheng | Director | 156,250 | 0.02% | | Zheng Ziman | Director | 156,250 | 0.02% | | Zhou Luming | Supervisor | 390,625 | 0.04% | - The company's share-based payment incentive plan recognized an expense amortization of **542,100.87 Yuan** in the first half of 2025, recorded in relevant expense accounts and capital reserves[88](index=88&type=chunk) [IV. Environmental Information Disclosure](index=24&type=section&id=IV.%20Environmental%20Information%20Disclosure) The listed company and its major subsidiaries are not included in the list of enterprises required to disclose environmental information by law. - The listed company and its major subsidiaries are not included in the list of enterprises required to disclose environmental information by law[89](index=89&type=chunk) [V. Social Responsibility](index=24&type=section&id=V.%20Social%20Responsibility) The company adheres to the principle of developing the enterprise, cultivating talent, and giving back to society, actively fulfilling its social responsibilities. - The company consistently adheres to the corporate mission of developing the enterprise, cultivating talent, and giving back to society, fulfilling its social responsibilities[89](index=89&type=chunk) - During the reporting period, the company jointly carried out poverty alleviation and relief visits and condolences with the Longhu District Industrial Park[89](index=89&type=chunk) - The games (products) developed by the company are primarily targeted at adult customers, strictly adhering to relevant regulations by integrating anti-addiction systems and implementing real-name registration, demonstrating high regard for minor protection[89](index=89&type=chunk)[90](index=90&type=chunk) Significant Matters [I. Fulfilled and Overdue Unfulfilled Commitments by Actual Controllers, Shareholders, Related Parties, Acquirers, and the Company During and as of the End of the Reporting Period](index=26&type=section&id=I.%20Fulfilled%20and%20Overdue%20Unfulfilled%20Commitments%20by%20Actual%20Controllers%2C%20Shareholders%2C%20Related%20Parties%2C%20Acquirers%2C%20and%20the%20Company%20During%20and%20as%20of%20the%20End%20of%20the%20Reporting%20Period) During the reporting period, multiple commitments made by the company's actual controllers, shareholders, and related parties during asset restructuring and refinancing, including providing truthful information, maintaining company independence, regulating related-party transactions, avoiding horizontal competition, non-compete clauses, and compensation measures, were all being fulfilled on time, with no overdue unfulfilled commitments. - Huang Zhongxi, Zeng Xiaojun, Zhou Luming, Lin Jiaxi, and others committed during asset restructuring to provide truthful information, maintain company independence, regulate and reduce related-party transactions, and legally own Cool Niu Interactive equity, all of which are being fulfilled[92](index=92&type=chunk) - He Xiaowei, Zhang Qiang, Liu Ziming, Zhai Zhiwei, Ding Chenling, and Industry-University-Research Venture Capital, among others, committed during asset restructuring to provide truthful information, legally and effectively own Tian Shang You Jia equity, and have no administrative penalties in the past 5 years, all of which are being fulfilled[92](index=92&type=chunk) - Kaiser Group, Zhikai Co., Ltd., Zheng Heming, Chen Yuqin, and others committed during initial public offering or refinancing not to overstep authority in interfering with company operations, not to infringe upon company interests, and to implement compensation measures, all of which are being fulfilled[92](index=92&type=chunk)[93](index=93&type=chunk) - The company committed to distributing no less than **20%** of the distributable profit in cash annually, and this dividend commitment is being fulfilled[93](index=93&type=chunk) [II. Non-Operating Fund Occupation by Controlling Shareholders and Other Related Parties of the Listed Company](index=28&type=section&id=II.%20Non-Operating%20Fund%20Occupation%20by%20Controlling%20Shareholders%20and%20Other%20Related%20Parties%20of%20the%20Listed%20Company) During the reporting period, there was no non-operating fund occupation by controlling shareholders and other related parties of the listed company. - During the reporting period, there was no non-operating fund occupation by controlling shareholders and other related parties of the listed company[94](index=94&type=chunk) [III. Irregular External Guarantees](index=28&type=section&id=III.%20Irregular%20External%20Guarantees) The company had no irregular external guarantees during the reporting period. - The company had no irregular external guarantees during the reporting period[95](index=95&type=chunk) [IV. Appointment and Dismissal of Accounting Firms](index=28&type=section&id=IV.%20Appointment%20and%20Dismissal%20of%20Accounting%20Firms) The company's semi-annual financial report was unaudited. - The company's semi-annual financial report was unaudited[96](index=96&type=chunk) [V. Board of Directors' and Supervisory Board's Explanations on the Accounting Firm's "Non-Standard Audit Report" for the Current Period](index=28&type=section&id=V.%20Board%20of%20Directors%27%20and%20Supervisory%20Board%27s%20Explanations%20on%20the%20Accounting%20Firm%27s%20%22Non-Standard%20Audit%20Report%22%20for%20the%20Current%20Period) The company had no non-standard audit report during the reporting period. - The company had no non-standard audit report during the reporting period[97](index=97&type=chunk) [VI. Board of Directors' Explanations on the "Non-Standard Audit Report" for the Previous Year](index=28&type=section&id=VI.%20Board%20of%20Directors%27%20Explanations%20on%20the%20%22Non-Standard%20Audit%20Report%22%20for%20the%20Previous%20Year) The company had no non-standard audit report during the reporting period. - The company had no non-standard audit report during the reporting period[97](index=97&type=chunk) [VII. Bankruptcy Reorganization Matters](index=28&type=section&id=VII.%20Bankruptcy%20Reorganization%20Matters) The company had no bankruptcy reorganization matters during the reporting period. - The company had no bankruptcy reorganization matters during the reporting period[97](index=97&type=chunk) [VIII. Litigation Matters](index=28&type=section&id=VIII.%20Litigation%20Matters) During the reporting period, the company had no significant litigation or arbitration matters. - The company had no significant litigation or arbitration matters during this reporting period[98](index=98&type=chunk) Other Litigation Matters Overview | Basic Information of Litigation (Arbitration) | Amount Involved (Ten Thousand Yuan) | Whether Provision for Liabilities Formed | Litigation (Arbitration) Progress | | :--- | :--- | :--- | :--- | | Summary of matters where the company as plaintiff did not meet the disclosure standards for significant litigation (arbitration) | 1,051.67 | No | Concluded; Withdrawn; Awaiting first-instance judgment; Awaiting first-instance hearing | | Summary of matters where the company as defendant did not meet the disclosure standards for significant litigation (arbitration) | 1,136.32 | Yes, 1,036.94 Ten Thousand Yuan | Second-instance ruling remanded for retrial; Second-instance appeal in progress; Concluded or settled | | Company and 15 natural person investors' securities misrepresentation liability dispute case | 181.41 | No | Jurisdiction objection stage or being transferred; Withdrawn | [IX. Penalties and Rectification](index=29&type=section&id=IX.%20Penalties%20and%20Rectification) The company had no penalties or rectification situations during the reporting period. - The company had no penalties or rectification situations during the reporting period[100](index=100&type=chunk) [X. Integrity Status of the Company, its Controlling Shareholder, and Actual Controller](index=29&type=section&id=X.%20Integrity%20Status%20of%20the%20Company%2C%20its%20Controlling%20Shareholder%2C%20and%20Actual%20Controller) The company had no integrity issues concerning itself, its controlling shareholder, or actual controller during the reporting period. - The company had no integrity issues concerning itself, its controlling shareholder, or actual controller during the reporting period[101](index=101&type=chunk) [XI. Significant Related-Party Transactions](index=29&type=section&id=XI.%20Significant%20Related-Party%20Transactions) During the reporting period, the company had no related-party transactions related to daily operations, asset or equity acquisitions/disposals, joint external investments, or related-party creditor/debtor relationships. - The company had no related-party transactions related to daily operations, asset or equity acquisitions/disposals, joint external investments, or related-party creditor/debtor relationships during the reporting period[101](index=101&type=chunk)[102](index=102&type=chunk)[103](index=103&type=chunk)[104](index=104&type=chunk) - The estimated daily related-party transaction amount for game development service contracts with Shenzhen Huandong Wuji Technology Co., Ltd. in 2025 is **70 Million Yuan**, with **24.31 Million Yuan** actually incurred[108](index=108&type=chunk) - The estimated related-party lease amounts with Jihua Real Estate Co., Ltd. and Kaiser International Group Hong Kong Co., Ltd. for 2025 are **480,000 Yuan** and **170,000 Yuan**, with **237,100 Yuan** and **82,700 Yuan** actually incurred[108](index=108&type=chunk) - The company and its subsidiaries applied for a borrowing limit not exceeding **40 Million Yuan** from controlling shareholders and their related parties, of which **8.5 Million Yuan** has been repaid as of the end of the reporting period[109](index=109&type=chunk) [XII. Significant Contracts and Their Performance](index=30&type=section&id=XII.%20Significant%20Contracts%20and%20Their%20Performance) The company had no trusteeship or contracting situations during the reporting period. - The company had no trusteeship or contracting situations during the reporting period[110](index=110&type=chunk)[111](index=111&type=chunk) - As a lessor, the company leased out multiple properties in Shantou, Huizhou, Kunming, Chengdu, Jinan, Wuxi, Nanjing, Dongguan, Chongqing, Guiyang, Urumqi, and Zhengzhou, with most lease terms lasting several years[113](index=113&type=chunk)[114](index=114&type=chunk)[115](index=115&type=chunk)[116](index=116&type=chunk) - As a lessee, the company leased multiple office spaces in Chengdu, Shenzhen, Hong Kong, Beihai, and Shanghai[117](index=117&type=chunk)[118](index=118&type=chunk)[119](index=119&type=chunk) Company Guarantee Total Amount | Indicator | Amount (Ten Thousand Yuan) | | :--- | :--- | | Total Approved Guarantee Limit for Subsidiaries During the Reporting Period | 28,000 | | Total Approved Guarantee Limit for Subsidiaries at Period-end | 28,000 | | Total Actual Guarantee Balance for Subsidiaries at Period-end | 0 | | Total Guarantee Limit from Subsidiaries to Subsidiaries | 2,000 | | Total Actual Guarantee Balance from Subsidiaries to Subsidiaries | 2,000 | | Total Actual Guarantee Amount at Period-end | 2,000 | | Proportion of Total Actual Guarantee Amount to Company's Net Assets | 0.68% | Entrusted Wealth Management | Specific Type | Source of Entrusted Wealth Management Funds | Entrusted Wealth Management Amount Incurred (Ten Thousand Yuan) | Unexpired Balance (Ten Thousand Yuan) | | :--- | :--- | :--- | :--- | | Bank Wealth Management Products | Own Funds | 2,300 | 0 | | Bank Wealth Management Products | Raised Funds | 5,000 | 3,000 | | Total | | 7,300 | 3,000 | - The company had no other significant contracts during the reporting period[126](index=126&type=chunk) [XIII. Explanation of Other Significant Matters](index=34&type=section&id=XIII.%20Explanation%20of%20Other%20Significant%20Matters) The company had no other significant matters requiring explanation during the reporting period. - The company had no other significant matters requiring explanation during the reporting period[127](index=127&type=chunk) [XIV. Significant Matters of Company Subsidiaries](index=34&type=section&id=XIV.%20Significant%20Matters%20of%20Company%20Subsidiaries) The company had no significant matters concerning its subsidiaries during the reporting period. - The company had no significant matters concerning its subsidiaries during the reporting period[128](index=128&type=chunk) Share Changes and Shareholder Information [I. Share Capital Changes](index=35&type=section&id=I.%20Share%20Capital%20Changes) During the reporting period, the company's total share capital remained unchanged at **956,665,066** shares. Share Capital Changes | Share Type | Number of Shares Before Change (Shares) | Proportion | Increase/Decrease in This Change (Shares) | Number of Shares After Change (Shares) | Proportion | | :--- | :--- | :--- | :--- | :--- | :--- | | I. Restricted Shares | 604,168 | 0.06% | 0 | 604,168 | 0.06% | | II. Unrestricted Shares | 956,060,898 | 99.94% | 0 | 956,060,898 | 99.94% | | III. Total Shares | 956,665,066 | 100.00% | 0 | 956,665,066 | 100.00% | - The company's total share capital remained unchanged during the reporting period[132](index=132&type=chunk) [II. Securities Issuance and Listing](index=36&type=section&id=II.%20Securities%20Issuance%20and%20Listing) The company had no securities issuance or listing during the reporting period. - The company had no securities issuance or listing during the reporting period[132](index=132&type=chunk) [III. Number of Shareholders and Shareholding Information](index=36&type=section&id=III.%20Number%20of%20Shareholders%20and%20Shareholding%20Information) At the end of the reporting period, the total number of common shareholders was **52,658**. - At the end of the reporting period, the total number of common shareholders was **52,658**[133](index=133&type=chunk) Shareholding of Shareholders Holding 5% or More or Top 10 Shareholders | Shareholder Name | Shareholder Nature | Shareholding Ratio | Number of Shares Held at Period-end (Shares) | Number of Unrestricted Shares Held (Shares) | | :--- | :--- | :--- | :--- | :--- | | Kaiser Group (Hong Kong) Co., Ltd. | Overseas Legal Person | 19.59% | 187,409,497 | 187,409,497 | | Zhikai Co., Ltd. | Overseas Legal Person | 2.90% | 27,770,712 | 27,770,712 | | Su Xiaohong | Domestic Natural Person | 1.92% | 18,411,600 | 18,411,600 | | Kaiser (China) Culture Co., Ltd. - 2025 Employee Stock Ownership Plan | Other | 0.90% | 8,627,600 | 8,627,600 | - The equity structure of the controlling shareholder, Kaiser Group (Hong Kong) Co., Ltd., shows Mr. Zheng Heming and Ms. Chen Yuqin each holding **50%**, and they are the actual controllers of the company[134](index=134&type=chunk) - The sole shareholder of the second largest shareholder, Zhikai Co., Ltd., is Ms. Chen Yuqin[134](index=134&type=chunk) [IV. Changes in Shareholdings of Directors, Supervisors, and Senior Management](index=38&type=section&id=IV.%20Changes%20in%20Shareholdings%20of%20Directors%2C%20Supervisors%2C%20and%20Senior%20Management) The shareholdings of the company's directors, supervisors, and senior management did not change during the reporting period. - The shareholdings of the company's directors, supervisors, and senior management did not change during the reporting period[136](index=136&type=chunk) [V. Changes in Controlling Shareholder or Actual Controller](index=38&type=section&id=V.%20Changes%20in%20Controlling%20Shareholder%20or%20Actual%20Controller) The company's controlling shareholder and actual controller did not change during the reporting period. - The company's controlling shareholder did not change during the reporting period[137](index=137&type=chunk) - The company's actual controller did not change during the reporting period[137](index=137&type=chunk) [VI. Preferred Share Information](index=38&type=section&id=VI.%20Preferred%20Share%20Information) The company had no preferred shares during the reporting period. - The company had no preferred shares during the reporting period[138](index=138&type=chunk) Bond-Related Matters [Bond-Related Matters](index=39&type=section&id=Bond-Related%20Matters) The company had no bond-related matters during the reporting period. - The company had no bond-related matters during the reporting period[140](index=140&type=chunk) Financial Report [I. Audit Report](index=40&type=section&id=I.%20Audit%20Report) The company's semi-annual financial report was unaudited. - The company's semi-annual financial report was unaudited[142](index=142&type=chunk) [II. Financial Statements](index=40&type=section&id=II.%20Financial%20Statements) This section provides the company's consolidated and parent company balance sheets, income statements, cash flow statements, and statements of changes in owners' equity for the first half of 2025, presenting the financial position at the end of the reporting period and operating results and cash flows during the period. - Financial statements include consolidated and parent company balance sheets, income statements, cash flow statements, and statements of changes in owners' equity[143](index=143&type=chunk) - The consolidated balance sheet shows total assets of **3,405,895,183.22 Yuan** and total current liabilities of **383,513,084.62 Yuan** at period-end[144](index=144&type=chunk)[145](index=145&type=chunk)[146](index=146&type=chunk) - The consolidated income statement shows a net profit of **-61,819,114.61 Yuan** for the current period, with net profit attributable to parent company shareholders of **-58,740,763.00 Yuan**[153](index=153&type=chunk)[154](index=154&type=chunk) - The consolidated cash flow statement shows net cash flow from operating activities of **3,074,430.21 Yuan**, net cash flow from investing activities of **-67,051,322.57 Yuan**, and net cash flow from financing activities of **39,276,006.61 Yuan**[158](index=158&type=chunk)[159](index=159&type=chunk) [III. Company Basic Information](index=57&type=section&id=III.%20Company%20Basic%20Information) Kaiser (China) Culture Co., Ltd., formerly Kaiser (China) Co., Ltd., was restructured into a joint-stock company in 2002. - The company, formerly Kaiser (China) Co., Ltd., was restructured into a joint-stock company on May 27, 2002[176](index=176&type=chunk) - The company's share capital increased multiple times through capital increases and issuances, reaching **956,665,066 Yuan** as of November 13, 2020[176](index=176&type=chunk)[177](index=177&type=chunk)[178](index=178&type=chunk)[179](index=179&type=chunk)[180](index=180&type=chunk) - The company's industry is internet and related services, primarily engaged in the R&D, operation, and distribution of pan-entertainment related products[181](index=181&type=chunk) - These financial statements and notes were approved by the company's Eighth Board of Directors at its Seventeenth Meeting on August 26, 2025[182](index=182&type=chunk) [IV. Basis of Financial Statement Preparation](index=59&type=section&id=IV.%20Basis%20of%20Financial%20Statement%20Preparation) These financial statements are prepared in accordance with the Accounting Standards for Business Enterprises issued by the Ministry of Finance and relevant regulations, and comply with the China Securities Regulatory Commission's "Information Disclosure Rules for Companies Issuing Securities to the Public No. 15 - General Provisions for Financial Reports (Revised 2023)". - These financial statements are prepared in accordance with the Accounting Standards for Business Enterprises issued by the Ministry of Finance, their application guidelines, interpretations, and other relevant regulations[183](index=183&type=chunk) - These financial statements are presented on a going concern basis, with accounting based on the accrual method, and, except for certain financial instruments and investment properties, are measured at historical cost[184](index=184&type=chunk) - The company has the ability to continue as a going concern for at least 12 months from the end of this reporting period, with no significant matters affecting its operating ability[185](index=185&type=chunk) [V. Significant Accounting Policies and Accounting Estimates](index=59&type=section&id=V.%20Significant%20Accounting%20Policies%20and%20Accounting%20Estimates) This section elaborates on the significant accounting policies and estimates followed in preparing the company's financial statements, covering business combinations, consolidated financial statements, financial instruments, long-term equity investments, investment properties, fixed assets, intangible assets, impairment of long-term assets, employee benefits, share-based payments, revenue recognition, government grants, deferred income tax, and leases. - The company determines the capitalization conditions for R&D expenses and revenue recognition policies based on its own production and operation characteristics[186](index=186&type=chunk) - These financial statements comply with the requirements of the Accounting Standards for Business Enterprises, truly and completely reflecting the company's financial position, operating results, and cash flows[187](index=187&type=chunk) - The company classifies financial assets at initial recognition into those measured at amortized cost, at fair value through other comprehensive income, and at fair value through profit or loss, based on the business model for managing financial assets and the contractual cash flow characteristics of the financial assets[215](index=215&type=chunk) - The company recognizes revenue when it has satisfied a performance obligation in the contract, i.e., when the customer obtains control of the related goods or services, with specific methods including game co-operation revenue, technical service revenue, and copyright revenue[305](index=305&type=chunk)[312](index=312&type=chunk) [VI. Taxation](index=87&type=section&id=VI.%20Taxation) The company's main taxes include Value-Added Tax, Urban Maintenance and Construction Tax, Enterprise Income Tax, Education Surcharge, and Local Education Surcharge. Main Tax Categories and Rates | Tax Category | Tax Basis | Tax Rate | | :--- | :--- | :--- | | Value-Added Tax | Taxable Value Added | 6%, 13%, 5% (levy rate) | | Urban Maintenance and Construction Tax | Actual Turnover Tax Paid | 5%, 7% | | Enterprise Income Tax | Taxable Income | Exempt, 15%, 16.5%, 25% or enjoy tax preferential policies for small and micro enterprises | | Education Surcharge | Actual Turnover Tax Paid | 3% | | Local Education Surcharge | Actual Turnover Tax Paid | 2% | - Horgos Yijia Network Technology Co., Ltd. and Horgos Chiyou Tiandi Network Technology Co., Ltd. are exempt from enterprise income tax in 2025[338](index=338&type=chunk) - Chengdu Zhidian Century Network Technology Co., Ltd. enjoys a 15% income tax rate under the Western Region Encouraged Industry Enterprise tax preferential policy[338](index=338&type=chunk) [VII. Notes to Consolidated Financial Statement Items](index=88&type=section&id=VII.%20Notes%20to%20Consolidated%20Financial%20Statement%20Items) This section details the period-end balances, period-start balances, and current period changes for each item in the consolidated financial statements, including monetary funds, financial assets, accounts receivable, other receivables, prepayments, inventories, long-term equity investments, investment properties, fixed assets, intangible assets, goodwill, deferred income tax assets/liabilities, short-term borrowings, accounts payable, other payables, contract liabilities, employee benefits payable, taxes payable, and owners' equity. Period-end Balances of Selected Consolidated Financial Statement Items | Item | Period-end Balance (Yuan) | | :--- | :--- | | Monetary Funds | 148,815,513.53 | | Trading Financial Assets | 30,000,000.00 | | Accounts Receivable | 278,516,906.21 | | Other Receivables | 6,995,449.37 | | Prepayments | 146,900,708.51 | | Long-Term Equity Investments | 92,198,722.03 | | Investment Properties | 327,348,000.00 | | Fixed Assets | 3,371,949.69 | | Intangible Assets | 269,786,626.74 | | Goodwill | 1,391,079,020.37 | | Short-Term Borrowings | 101,512,499.91 | | Accounts Payable | 125,597,486.36 | | Other Payables | 78,845,321.90 | | Contract Liabilities | 57,696,992.33 | | Operating Revenue | 273,317,514.42 | | Operating Cost | 279,173,656.35 | | Net Profit | -61,819,114.61 | - The bad debt provision for accounts receivable, calculated individually, amounts to **92,548,100.05 Yuan**[355](index=355&type=chunk) - The total original book value of goodwill is **2,235,166,768.36 Yuan**, with total impairment provisions of **844,087,747.99 Yuan**[477](index=477&type=chunk)[479](index=479&type=chunk) - The revenue amount corresponding to contracts signed but not yet performed or fully performed as of the end of the current period is **57,825,486.81 Yuan**[555](index=555&type=chunk) [VIII. Research and Development Expenses](index=140&type=section&id=VIII.%20Research%20and%20Development%20Expenses) During the reporting period, the company's total R&D expenses were **33.40 Million Yuan**, a year-on-year decrease of **34.35%**. R&D Expense Information | Item | Amount Incurred in Current Period (Yuan) | Amount Incurred in Prior Period (Yuan) | | :--- | :--- | :--- | | Salaries and Benefits | 27,517,090.63 | 41,200,614.33 | | Entrusted Development Fees | 1,067,102.87 | 2,888,242.46 | | Other | 4,820,754.76 | 6,791,349.10 | | Total | 33,404,948.26 | 50,880,205.89 | | Of which: Expensed R&D | 12,332,565.75 | 9,589,754.05 | | Capitalized R&D | 21,072,382.51 | 41,290,451.84 | Development Expenditure Impairment Provision | Item | Period-end Balance (Yuan) | | :--- | :--- | | Game Production | 79,070,860.79 | | Total | 79,070,860.79 | [IX. Changes in Consolidation Scope](index=141&type=section&id=IX.%20Changes%20in%20Consolidation%20Scope) The company had no business combinations under non-common control, business combinations under common control, or reverse acquisitions during the reporting period. - The company had no business combinations under non-common control during the reporting period[609](index=609&type=chunk) - The company had no business combinations under common control during the reporting period[613](index=613&type=chunk) - The company had no transactions achieving business combinations in stages through multiple transactions and obtaining control during the reporting period[613](index=613&type=chunk) - The company had no transactions or events resulting in the loss of control over subsidiaries during the reporting period[617](index=617&type=chunk) [X. Interests in Other Entities](index=145&type=section&id=X.%20Interests%20in%20Other%20Entities) The company owns multiple subsidiaries, including Kaiser (China) Shares Hong Kong Co., Ltd., Shenzhen Cool Niu Interactive Technology Co., Ltd., and Hangzhou Huanwen Technology Co., Ltd., primarily engaged in game operations, copyright operations, and technology development. - The company owns multiple subsidiaries, including Kaiser (China) Shares Hong Kong Co., Ltd., Shenzhen Cool Niu Interactive Technology Co., Ltd., and Hangzhou Huanwen Technology Co., Ltd., primarily engaged in game operations, copyright operations, and technology development[619](index=619&type=chunk)[620](index=620&type=chunk) Financial Information of Important Non-Wholly Owned Subsidiary (Hangzhou Huanwen Technology Co., Ltd.) | Indicator | Amount Incurred in Current Period (Yuan) | | :--- | :--- | | Minority Shareholding Ratio | 34.50% | | Profit or Loss Attributable to Minority Shareholders | -2,994,124.07 | | Period-end Balance of Minority Interests | 39,399,545.68 | | Operating Revenue | 1,646,429.79 | | Net Profit | -8,678,620.48 | | Total Comprehensive Income | -8,678,620.48 | | Cash Flow from Operating Activities | -518,154.71 | Summary Financial Information of Unimportant Associates | Indicator | Period-end Balance/Amount Incurred in Current Period (Yuan) | | :--- | :--- | | Total Book Value of Investments | 92,198,722.03 | | Net Profit | -7,106,873.04 | | Total Comprehensive Income | -7,106,873.04 | [XI. Government Grants](index=151&type=section&id=XI.%20Government%20Grants) During the reporting period, the amount of government grants recognized in current profit or loss was **378,045.45 Yuan**, primarily recognized through the other income account. Government Grants Recognized in Current Profit or Loss | Accounting Account | Amount Incurred in Current Period (Yuan) | Amount Incurred in Prior Period (Yuan) | | :--- | :--- | :--- | | Other Income | 378,045.45 | 135,264.61 | - The company has no government grants recognized at receivable amounts or liability items involving government grants[633](index=633&type=chunk)[634](index=634&type=chunk) [XII. Risks Related to Financial Instruments](index=152&type=section&id=XII.%20Risks%20Related%20to%20Financial%20Instruments) The company's main financial instruments include monetary funds, trading financial assets, notes receivable, accounts receivable, other receivables, other non-current financial assets, short-term borrowings, notes payable, accounts payable, and other payables. - The company's main financial instruments include monetary funds, trading financial assets, notes receivable, accounts receivable, other receivables, other non-current financial assets, short-term borrowings, notes payable, accounts payable, and other payables[635](index=635&type=chunk) - The company faces credit risk, liquidity risk, and market risk (including interest rate risk and exchange rate risk)[636](index=636&type=chunk) - The company manages risks through diversified investments, monitoring customer credit, maintaining sufficient cash and standby funds, and prudently managing interest-bearing debt[637](index=637&type=chunk)[638](index=638&type=chunk)[640](index=640&type=chunk) - As of June 30, 2025, the company's unused bank borrowing limit was **47 Million Yuan**[640](index=640&type=chunk) - As of June 30, 2025, the company's asset-liability ratio was **12.55%** (December 31, 2024: **11.54%**)[648](index=648&type=chunk) [XIII. Disclosure of Fair Value](index=157&type=section&id=XIII.%20Disclosure%20of%20Fair%20Value) This section discloses the fair value of assets and liabilities measured at fair value at period-end, including trading financial assets, other non-current financial assets, and investment properties, totaling **506.75 Million Yuan**. Period-end Fair Value of Assets and Liabilities Measured at Fair Value | Item | Level 3 Fair Value Measurement (Yuan) | Total (Yuan) | | :--- | :--- | :--- | | T
ST凯文(002425) - 对外投资管理制度
2025-08-27 14:49
凯撒(中国)文化股份有限公司 对外投资管理制度 第一章 总则 第一条 为了加强凯撒(中国)文化股份有限公司(以下简称"公司")对外投资的管理, 规范公司对外投资行为,提高资金运作效率,保障公司对外投资的保值、增值,依据《中华 人民共和国公司法》《深圳证券交易所股票上市规则》、国家其他有关法律、法规规定及《凯 撒(中国)文化股份有限公司公司章程》(简称"《公司章程》"),并结合本公司具体情况制定 本制度。 第二条 本制度所称对外投资是指公司对外进行的投资行为。即公司将货币资金以及经 资产评估后的房屋、机器、设备、物资等实物,以及专利权、商标权、土地使用权等无形资 产作价出资,进行各种形式的投资活动。 第三条 建立本制度旨在建立有效的管理机制,对公司在组织资源、资产、投资等经营 运作过程中进行效益促进和风险控制,保障资金运营的收益性和安全性,提高公司的盈利能 力和抗风险能力。 第四条 对外投资的原则: 第二章 对外投资的审批权限 第五条 公司对外投资的审批应严格按照《公司法》《深圳证券交易所股票上市规则》和 中国证券监督管理委员会的有关法律、法规及《公司章程》《董事会议事规则》《股东会议事 规则》等规定的权限履行 ...
ST凯文(002425) - 债券募集资金管理制度
2025-08-27 14:49
凯撒(中国)文化股份有限公司 债券募集资金管理制度 第一章 总则 第一条 为规范凯撒(中国)文化股份有限公司(以下简称"公司")公司债券募集资金的 使用与管理,保护投资者权益,依照《中华人民共和国公司法》、《中华人民共和国证券法》、 《公司债券发行与交易管理办法》等法律、法规及规范性文件的相关规定,结合本公司实际, 制定本制度。 第二条 本制度所指募集资金是指公司通过发行债券(包括公开发行和非公开发行的公 司债券、银行间市场债务融资工具等,但不包括可转换公司债券、分离交易的可转换公司债 券)向投资者募集的资金。 第三条 公司的董事和高级管理人员应当勤勉尽责,督促公司规范使用募集资金,自觉维 护公司募集资金安全,不得参与、协助或纵容公司擅自或变相改变募集资金用途。 第四条 公司控股股东、实际控制人不得直接或者间接占用或者挪用公司的募集资金,不 得利用募集资金及募集资金投资项目(以下简称"募投项目")获取不正当利益。 第五条 募集资金使用和管理应按规定履行相应的决策和审批程序,并依法进行信息披 露,确保资金使用规范、公开和透明。 第二章 募集资金的存储 第六条 本公司对募集资金实行专户存储制度,以保证募集资金的安 ...
ST凯文(002425) - 内幕信息知情人登记制度
2025-08-27 14:49
凯撒(中国)文化股份有限公司 内幕信息知情人登记管理制度 第一章 总则 第一条 为规范凯撒(中国)文化股份有限公司(以下简称"公司")内幕信息管理, 加强内幕信息保密工作,确保信息披露的的公平性,保护广大投资者的合法权益,根据《中 华人民共和国公司法》《中华人民共和国证券法》《上市公司信息披露管理办法》《深圳证 券交易所股票上市规则》《上市公司监管指引第5号——上市公司内幕信息知情人登记管理制 度》等有关法律法规及《凯撒(中国)文化股份有限公司章程》《凯撒(中国)文化股份有 限公司信息披露管理制度》的相关规定,制定本制度。 第二条 公司董事会是内幕信息的管理机构,董事会秘书为公司内幕信息保密工作负责 人。证券部是公司信息披露管理、投资者关系管理、内幕信息登记备案的日常办事机构,并 负责公司内幕信息的监管工作。董事会秘书和证券法律事务部负责证券监管机构、证券交易 所、证券公司等机构及股东的接待、咨询(质询)、服务工作。 第三条 内幕信息知情人在内幕信息公开前负有保密义务。未经董事会批准同意,公司任 何部门和个人不得向外界泄露、报道、传送有关公司内幕信息及信息披露的内容。对外报道、 传送的文件、软(磁)盘、音像及 ...
ST凯文(002425) - 董事和高级管理人员所持本公司股份及其变动管理制度
2025-08-27 14:49
凯撒(中国)文化股份有限公司 董事和高级管理人员所持本公司股份及其变动管理制度 第一章 总则 第一条 为规范凯撒(中国)文化股份有限公司(以下简称"本公司"或"公司") 对公司董事和高级管理人员持有及买卖本公司股票的管理工作,根据《中华人民共和国公司 法》(以下简称"《公司法》")《中华人民共和国证券法》(以下简称"《证券法》")《深圳 证券交易所股票上市规则》《上市公司董事和高级管理人员所持本公司股份及其变动管理规 则》、《上市公司股东减持股份管理暂行办法》、《深圳证券交易所上市公司自律监管指引第 18 号——股东及董事、高级管理人员减持股份》《上市公司股东减持股份管理暂行办法》等 法律、法规和规范性文件及《公司章程》的有关规定,结合公司实际情况,特制定本制度。 第二条 本制度适用于公司董事和高级管理人员持有及买卖本公司股票的管理。 本制度所指高级管理人员指公司总经理、副总经理、财务总监、董事会秘书。 第三条 公司董事和高级管理人员所持公司股份,是指登记在其名下的所有本公司股份。 公司董事和高级管理人员从事融资融券交易的,还包括记载在其信用账户内的本公司股份。公 司董事高级管理人员委托他人代为买卖股票,视作 ...
ST凯文(002425) - 募集资金管理办法
2025-08-27 14:49
第一章 总则 第一条 为完善凯撒(中国)文化股份有限公司(以下简称"公司")治理,规范公司 对募集资金的使用和管理,提高募集资金的使用效率和效益,维护公司、股东、债权人及全 体员工的合法权益,特制定本办法。 第二条 本办法制定依据:根据《中华人民共和国公司法》(以下简称"公司法")《中 华人民共和国证券法》(以下简称"证券法")《首次公开发行股票注册管理办法》《上市公司 证券发行注册管理办法》《深圳证券交易所股票上市规则》(以下简称"上市规则")《深圳证 券交易所上市公司自律监管指引第 1 号——主板上市公司规范运作》(以下简称"指引") 《上市公司募集资金监管规则》等法律、行政法规、规范性文件及《凯撒(中国)文化股份 有限公司章程》(以下简称"公司章程")的规定。 第三条 本办法所称"募集资金"是指公司通过发行股票或者其他具有股权性质的证券, 向投资者募集并用于特定用途的资金监管,但不包括公司为实施股权激励计划募集的资金监 管。 第四条 本办法是公司对募集资金使用和管理的基本行为准则。如募集资金投资项目通 过公司的子公司或公司控制的其他企业实施的,公司确保该子公司或控制的其他企业遵守本 办法。 第二章 募集 ...
ST凯文(002425) - 内部审计制度
2025-08-27 14:49
凯撒(中国)文化股份有限公司 内部审计制度 第一章 总 则 第三条 内部审计的目的是促进内部控制制度的建立与健全,有效地控制成本,改善经营 管理,规避经营风险,杜绝违法行为,维护投资者利益,增加公司价值。 第四条 本制度适用于凯撒(中国)文化股份有限公司、分公司、控股子公司以及具有重 大影响的参股公司。 第二章 审计机构和审计人员 第五条 公司董事会下设立审计委员会,审计委员会统一领导公司的内部审计工作,并向 董事会报告内部审计工作。 第六条 公司设立审计部并配置专职人员从事内部审计工作。内部审计部应当保持独立性, 不得置于财务部门的领导之下,或者与财务部门合署办公。审计部负责具体执行公司年度审 计计划,履行内部审计职责,组织实施内部审计活动。内部审计部对董事会负责,向公司审 计委员会报告内部审计工作。内部审计部在对公司业务活动、风险管理、内部控制、财务信 息等情况进行检查监督过程中,应当接受审计委员会的监督指导。 第七条内部审计人员应该具备与审计工作相适应的审计、会计、法律、经济管理、工程 技术等相关专业知识和业务能力,具有较强的组织协调、调查研究、综合分析、专业判断、 文字表达能力。 第八条 内部审计人员 ...
ST凯文(002425) - 年报信息披露重大差错责任追究制度
2025-08-27 14:49
凯撒(中国)文化股份有限公司 年报信息披露重大差错责任追究制度 第一章 总则 第一条 为提高凯撒(中国)文化股份有限公司(以下简称"公司")规范运作水平,增 强信息披露的真实性、准确性、完整性和及时性,提高年报的信息披露质量和透明度,根据 《公司法》《证券法》《上市公司信息披露管理办法》《公开发行证券的公司信息披露内容 与格式准则第2号——年度报告的内容与格式》等法律、法规、规范性文件和《公司章程》等 有关规定,结合公司实际情况,特制定本制度。 第二条 本制度所指责任追究是指在年报信息披露工作中有关人员不履行或者不正确履 行职责、义务以及其他个人原因,对公司造成重大经济损失或不良社会影响时的追究与处理。 (五)责任轻重与主观过错程度相适应的原则; (六)教育与惩处相结合的原则。 第五条 年报信息披露出现重大差错,追究责任时由公司董事会办公室会同财务部在董事 会秘书领导下负责收集、汇总与追究责任有关的资料,认真调查核实,并提出相关处理方案, 逐级上报公司董事会审议批准后执行。被调查人及公司的董事、高级管理人员、公司各有关 部门、子公司、控股股东、实际控制人以及其他相关人员应当配合调查工作,不得阻挠、推 诿或干预 ...