华夏文化科技(01566) - 2022 - 中期财报

Company Information This section provides fundamental corporate details, including the company's registration, listing status, primary business activities, and key personnel. Company Basic Information The company was incorporated in the Cayman Islands, with its shares listed on the Main Board of the Hong Kong Stock Exchange, primarily engaged in anime derivative product trading, indoor theme park operation, and multimedia animation entertainment. - The company was incorporated as an exempted company in the Cayman Islands on September 25, 2013, and its shares are listed on the Main Board of The Stock Exchange of Hong Kong Limited[21] - The company is an investment holding company, with its subsidiaries primarily engaged in anime derivative product trading, establishing and operating indoor theme parks, and multimedia animation entertainment[21] - Executive Directors include Mr. Zhuang Xiangsong (formerly known as Mr. Zhuang Xiangsong), Mr. Ding Jiahui, and Ms. Liu Moxiang; Independent Non-executive Directors include Mr. Ni Zhenliang, Mr. Zeng Huaguang, and Mr. Hong Muming[4] Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income This section presents the company's financial performance, highlighting significant revenue growth but a decline in profit for the period due to a one-off gain in the prior year. Profit or Loss Overview For the six months ended September 30, 2021, the company's revenue significantly increased by 79.4% to HKD 309,274 thousand, with gross profit growing by 80.4% to HKD 68,886 thousand; however, profit for the period decreased by 17.4% to HKD 15,224 thousand due to a large fair value gain on financial assets at fair value through profit or loss recognized in the prior year, resulting in basic earnings per share of HKD 0.02. Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income Key Data (For the six months ended September 30) | Indicator | 2021 (HKD thousands) | 2020 (HKD thousands) | | :--- | :--- | :--- | | Revenue | 309,274 | 172,374 | | Cost of sales and services | (240,388) | (134,205) | | Gross profit | 68,886 | 38,169 | | Other income | 3,503 | 7,073 | | Other gains and losses | 1,108 | 42,615 | | Profit before tax | 27,095 | 20,155 | | Taxation | (11,871) | (1,707) | | Profit for the period | 15,224 | 18,448 | | Profit for the period attributable to owners of the Company | 19,376 | 25,525 | | Basic earnings per share (HKD) | 0.02 | 0.03 | - Revenue increased by 79.4% year-on-year, primarily driven by the recovery and growth of anime derivative product sales and indoor theme park businesses[7] - Profit for the period decreased mainly due to the recognition of a HKD 50,272 thousand fair value gain on financial assets at fair value through profit or loss in the prior corresponding period, with no such gain in the current period[7][38] Condensed Consolidated Statement of Financial Position This section details the company's financial position, showing increases in total assets, net current assets, and net assets driven by increased liquidity and equity. Assets, Liabilities, and Equity Position As of September 30, 2021, the company's total assets increased by 8.1% to HKD 2,388,789 thousand compared to March 31, 2021, primarily driven by an increase in current assets, with net current assets significantly growing by 165.8% to HKD 331,515 thousand, and net assets increasing by 20.8% to HKD 1,413,777 thousand due to higher share capital and reserves. Condensed Consolidated Statement of Financial Position Key Data (As of September 30) | Indicator | September 30, 2021 (HKD thousands) | March 31, 2021 (HKD thousands) | | :--- | :--- | :--- | | Non-current assets | 1,526,247 | 1,481,916 | | Current assets | 862,542 | 727,034 | | Current liabilities | (531,027) | (602,301) | | Net current assets | 331,515 | 124,733 | | Total assets less current liabilities | 1,857,762 | 1,606,649 | | Non-current liabilities | (443,985) | (436,308) | | Net assets | 1,413,777 | 1,170,341 | | Equity attributable to owners of the Company | 1,419,744 | 1,172,543 | | Total equity | 1,413,777 | 1,170,341 | - Net current assets significantly increased from HKD 124,733 thousand as of March 31, 2021, to HKD 331,515 thousand as of September 30, 2021, representing a 165.8% increase[10] - Net assets increased from HKD 1,170,341 thousand as of March 31, 2021, to HKD 1,413,777 thousand as of September 30, 2021, an increase of 20.8%[12] Condensed Consolidated Statement of Changes in Equity This section outlines the movements in the company's total equity, primarily driven by profit for the period, other comprehensive income, and new share issuance. Analysis of Changes in Equity For the six months ended September 30, 2021, the company's total equity increased from HKD 1,170,341 thousand at the beginning of the period to HKD 1,413,777 thousand at the end, with key changes including profit for the period of HKD 15,224 thousand, other comprehensive income of HKD 2,952 thousand, and an increase of HKD 225,260 thousand from new share issuance. Condensed Consolidated Statement of Changes in Equity Key Data (For the six months ended September 30) | Indicator | 2021 (HKD thousands) | 2020 (HKD thousands) | | :--- | :--- | :--- | | Total equity at beginning of period | 1,170,341 | 942,902 | | Profit for the period | 15,224 | 18,448 | | Other comprehensive income for the period | 2,952 | 17,574 | | Issue of new shares | 225,260 | 121,833 | | Total equity at end of period | 1,413,777 | 1,100,757 | - The issuance of new shares contributed an increase of HKD 225,260 thousand to equity in the current period, which is one of the main drivers of the growth in total equity[15] - Profit for the period attributable to owners of the Company was HKD 19,376 thousand, while loss attributable to non-controlling interests was HKD 4,152 thousand[15] Condensed Consolidated Statement of Cash Flows This section analyzes the company's cash flows, indicating improved operating cash flow but net cash outflows from investing and financing activities, leading to a net decrease in cash and cash equivalents. Cash Flow Analysis For the six months ended September 30, 2021, net cash from operating activities was HKD 36,429 thousand, an increase of 126.6% year-on-year; however, both investing and financing activities resulted in net cash outflows, leading to a net decrease in cash and cash equivalents of HKD 35,927 thousand during the period, with bank balances and cash at period-end totaling HKD 22,286 thousand. Condensed Consolidated Statement of Cash Flows Key Data (For the six months ended September 30) | Indicator | 2021 (HKD thousands) | 2020 (HKD thousands) | | :--- | :--- | :--- | | Net cash from operating activities | 36,429 | 16,077 | | Net cash used in investing activities | (48,804) | (33,363) | | Net cash used in financing activities | (23,552) | 22,938 | | Net (decrease) / increase in cash and cash equivalents | (35,927) | 5,652 | | Cash and cash equivalents at end of period | 22,286 | 64,705 | - Net cash from operating activities increased by 126.6% year-on-year, indicating an improvement in cash flow from core operations[18] - Financing activities shifted from a net cash inflow in the prior period to a net cash outflow in the current period, primarily due to the repayment of guaranteed notes and bonds[18] Notes to the Condensed Consolidated Financial Statements This section provides detailed explanations and breakdowns of the figures presented in the financial statements, covering accounting policies, segment information, and specific financial items. General Information This note outlines Huaxia Culture Technology Group Limited's registration information, listing location, ultimate controlling shareholder, and its principal business activities, which include anime derivative product trading, indoor theme park operation, and multimedia animation entertainment, with the company's functional currency being Hong Kong Dollars. - The company was incorporated in the Cayman Islands on September 25, 2013, and its shares are listed on the Main Board of The Stock Exchange of Hong Kong Limited[21] - The Group's principal activities are anime derivative product trading, establishing and operating indoor theme parks, and multimedia animation entertainment[21] - The company's functional currency is Hong Kong Dollars[22] Basis of Preparation and Principal Accounting Policies The condensed consolidated financial statements are prepared in accordance with Hong Kong Accounting Standard 34 "Interim Financial Reporting" issued by the Hong Kong Institute of Certified Public Accountants and the Listing Rules of the Stock Exchange, on a historical cost basis, with certain financial instruments measured at fair value; the application of new and revised Hong Kong Financial Reporting Standards had no significant impact on the statements for the current period. - The condensed consolidated financial statements are prepared in accordance with Hong Kong Accounting Standard 34 "Interim Financial Reporting" issued by the Hong Kong Institute of Certified Public Accountants and the applicable disclosure requirements of Appendix 16 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited[23] - The statements are prepared on a historical cost basis, except that certain financial instruments are measured at fair value where applicable[24] - The application of new and revised standards during the current interim period had no significant impact on the amounts reported and/or disclosures contained in these condensed consolidated financial statements[24] Revenue and Segment Information The Group's revenue primarily derives from three operating segments: anime derivative product sales, establishing and operating indoor theme parks, and multimedia animation entertainment; for the six months ended September 30, 2021, all segment revenue came from external customers, with indoor theme parks contributing the largest revenue and anime derivative product sales contributing the largest segment profit. - The Group's operating and reportable segments are: (i) anime derivative product sales; (ii) establishing and operating indoor theme parks; and (iii) multimedia animation entertainment[26] Segment Revenue and Profit (For the six months ended September 30, 2021) | Segment | Revenue (HKD thousands) | Profit (HKD thousands) | | :--- | :--- | :--- | | Anime derivative product sales | 103,115 | 27,596 | | Establishing and operating indoor theme parks | 192,760 | 29,091 | | Multimedia animation entertainment | 13,399 | 26,776 | | Total | 309,274 | 83,463 | - All segment revenue is derived from external customers, with most revenue recognized at a point in time and a smaller portion recognized over a period of time[30][31] Other Gains and Losses For the six months ended September 30, 2021, other gains and losses significantly decreased to HKD 1,108 thousand, primarily because a fair value gain on financial assets at fair value through profit or loss of HKD 50,272 thousand was recognized in the prior corresponding period, whereas in the current period, the convertible notes were fully disposed of, resulting in no related gains or losses. Other Gains and Losses (For the six months ended September 30) | Indicator | 2021 (HKD thousands) | 2020 (HKD thousands) | | :--- | :--- | :--- | | Net exchange gains | 240 | 340 | | Fair value change in financial assets mandatorily at fair value through profit or loss | – | 50,272 | | Gain / (loss) on disposal of property, plant and equipment | 872 | (2,507) | | Loss on disposal of financial assets at fair value through profit or loss | – | (5,724) | | Other (losses) / gains | (4) | 234 | | Total | 1,108 | 42,615 | - Other gains and losses significantly decreased from HKD 42,615 thousand in 2020 to HKD 1,108 thousand in 2021[38] - The decrease was primarily due to the recognition of a HKD 50,272 thousand fair value gain on convertible notes in 2020, while these convertible notes were fully disposed of by March 31, 2021, resulting in no such gains in the current period[38] Taxation The Group's tax expenses primarily comprise Hong Kong profits tax, PRC enterprise income tax, and Japan corporate tax; for the six months ended September 30, 2021, tax expenses amounted to HKD 11,871 thousand, and the company has made provisions for potential tax liabilities, particularly regarding additional tax risks from claims for offshore profits. Tax Expenses (For the six months ended September 30) | Tax Type | 2021 (HKD thousands) | 2020 (HKD thousands) | | :--- | :--- | :--- | | Hong Kong profits tax | 3,481 | 2,114 | | PRC enterprise income tax | 9,038 | – | | Japan corporate tax | (648) | (407) | | Total | 11,871 | 1,707 | - Hong Kong profits tax operates under a two-tiered system, with the first HKD 2,000,000 of assessable profits for qualifying entities taxed at 8.25%, and the remainder at 16.5%[39] - The company estimates a potential additional tax liability of HKD 73,560 thousand if its offshore trade income claims are not accepted by the tax authorities and has made appropriate provisions[44] Items for Profit for the Period Calculation This note lists the main expense items deducted or included in the calculation of profit for the period, including staff costs, cost of inventories, depreciation of property, plant and equipment, depreciation of right-of-use assets, and amortization of intangible assets, with both staff costs and depreciation expenses showing a decrease. Main Deducted Items for Profit for the Period Calculation (For the six months ended September 30) | Item | 2021 (HKD thousands) | 2020 (HKD thousands) | | :--- | :--- | :--- | | Total staff costs | 44,311 | 49,034 | | Cost of inventories recognized as expense | 138,867 | 40,229 | | Depreciation of property, plant and equipment | 19,074 | 25,076 | | Depreciation of right-of-use assets | 17,959 | 16,740 | | Amortization of intangible assets (total) | 19,569 | 18,787 | - Total staff costs decreased by 9.6% year-on-year, primarily due to reductions in salaries and other benefits and contributions to retirement benefit schemes[47] - Cost of inventories recognized as an expense significantly increased by 245.2%, reflecting business volume growth[47] Dividends The Board does not recommend the payment of an interim dividend for the six months ended September 30, 2021, and no final dividend was declared for the year ended March 31, 2021. - No final dividend was declared to owners of the Company for the year ended March 31, 2021 (March 31, 2020: nil) during the current interim period[48] - The Board does not recommend the payment of an interim dividend for the six months ended September 30, 2021 (for the six months ended September 30, 2020: nil)[49] Earnings Per Share For the six months ended September 30, 2021, basic earnings per share attributable to owners of the Company was HKD 0.02, lower than HKD 0.03 in the prior corresponding period, with no diluted earnings per share presented as there were no potential ordinary shares in issue or anti-dilutive effects during the period. Earnings Per Share (For the six months ended September 30) | Indicator | 2021 | 2020 | | :--- | :--- | :--- | | Profit for the period attributable to owners of the Company (HKD thousands) | 19,376 | 25,525 | | Weighted average number of ordinary shares for basic earnings per share (thousands of shares) | 983,145 | 944,346 | | Basic earnings per share (HKD) | 0.02 | 0.03 | - No diluted earnings per share is presented for the six months ended September 30, 2021, as there were no potential ordinary shares in issue during the period[52] Changes in Property, Plant and Equipment During the current interim period, the Group disposed of property, plant and equipment with a total carrying amount of HKD 936 thousand and paid approximately HKD 533 thousand for the acquisition of new property, plant and equipment to expand its operations. - During the current interim period, the Group disposed of certain property, plant and equipment with a total carrying amount of HKD 936 thousand (September 30, 2020: HKD 2,507 thousand)[53] - During the current interim period, the Group paid approximately HKD 533 thousand (September 30, 2020: HKD 1,246 thousand) for the acquisition of property, plant and equipment to expand its operations[53] Intangible Assets The Group's intangible assets primarily include film production rights and applications, anime characters, indoor theme park operating rights, and trademarks; as of September 30, 2021, the carrying amount of intangible assets was HKD 241,534 thousand, a decrease from March 31, 2021, and these assets are amortized on a straight-line basis over their estimated useful lives of 2 to 10 years. Intangible Assets Carrying Amount (As of September 30) | Intangible Asset Category | September 30, 2021 (HKD thousands) | March 31, 2021 (HKD thousands) | | :--- | :--- | :--- | | Film production rights and applications | 144,619 | 157,669 | | Anime characters | 95,558 | 99,373 | | Indoor theme park operating rights | 570 | 683 | | Trademarks | 787 | 3,639 | | Total | 241,534 | 261,364 | - The useful lives of intangible assets are finite, with amortization periods ranging from 2 to 10 years[59] - Anime characters include intellectual property rights for various anime brands and related characters, as well as a series of anime character copyrights acquired through the acquisition of Yincui Limited[56][57] Interests in Associates As of September 30, 2021, the Group's interests in associates had a carrying amount of HKD 237,223 thousand, an increase of HKD 21,399 thousand from the beginning of the period, primarily due to its share of post-acquisition profits and other comprehensive income. Changes in Interests in Associates (As of September 30) | Indicator | September 30, 2021 (HKD thousands) | March 31, 2021 (HKD thousands) | | :--- | :--- | :--- | | At beginning / end of period | 215,824 | 207,598 | | Share of post-acquisition profits and other comprehensive income | 21,399 | 8,226 | | Carrying amount at end of period | 237,223 | 215,824 | - The Group's interests in associates are primarily accounted for using the equity method based on its share of net assets[60] Interests in Joint Ventures As of September 30, 2021, the Group's interests in joint ventures had a carrying amount of HKD 126,929 thousand, primarily representing a 50% equity interest in Kaijing Global Limited, which is engaged in multimedia animation entertainment, and Kaijing Global's annual profit was HKD 36,200 thousand. Changes in Interests in Joint Ventures (As of September 30) | Indicator | September 30, 2021 (HKD thousands) | March 31, 2021 (HKD thousands) | | :--- | :--- | :--- | | At beginning / end of period | 108,829 | 100,120 | | Share of post-acquisition profits and other comprehensive income | 18,100 | 8,709 | | Carrying amount at end of period | 126,929 | 108,829 | - The Group holds a 50% equity interest and voting rights in Kaijing Global Limited, whose principal business is multimedia animation entertainment[63] - Kaijing Global Limited's annual profit for the six months ended September 30, 2021, was HKD 36,200 thousand[64] Financial Assets at Fair Value Through Other Comprehensive Income The Group designates listed equity securities in Hong Kong as financial assets at fair value through other comprehensive income, primarily for long-term strategic purposes to avoid the impact of short-term fair value fluctuations on profit or loss, with their fair value measured based on quoted bid prices in active markets, classified as Level 1 in the fair value hierarchy. - These financial assets refer to listed equity securities in Hong Kong, not held for trading, but for long-term strategic purposes[66] - The directors of the company elected to designate these investments as equity instruments at fair value through other comprehensive income to avoid the impact of short-term fair value fluctuations on profit or loss[66] - The fair value of listed equity securities is determined based on their current bid prices in active markets, thus classified as Level 1 in the fair value hierarchy[67] Trade Receivables As of September 30, 2021, the Group's net trade receivables amounted to HKD 213,533 thousand, with a credit loss allowance of HKD 15,253 thousand provided; the Group offers credit periods ranging from 30 to 365 days, with receivables over 365 days totaling HKD 21,868 thousand. Trade Receivables and Ageing Analysis (As of September 30) | Indicator | September 30, 2021 (HKD thousands) | March 31, 2021 (HKD thousands) | | :--- | :--- | :--- | | Trade receivables from customer contracts | 228,786 | 236,496 | | Less: Allowance for credit losses | (15,253) | (10,253) | | Net amount | 213,533 | 226,243 | | Ageing analysis: | | | | 0 to 90 days | 41,693 | 33,748 | | 91 to 180 days | 6,363 | 121,289 | | 181 to 365 days | 143,609 | 66,240 | | Over 365 days | 21,868 | 4,966 | - The Group generally grants its trade customers credit periods of 30 to 90 days, for license revenue customers 90 to 365 days, and for customers with strategic business cooperation relationships 365 days[68][69][70] Other Receivables, Deposits and Prepayments As of September 30, 2021, total other receivables, deposits, and prepayments amounted to HKD 615,607 thousand, including HKD 215,000 thousand in proceeds receivable from share subscriptions (subsequently terminated) and prepayments to game developers and major suppliers. Other Receivables, Deposits and Prepayments (As of September 30) | Item | September 30, 2021 (HKD thousands) | March 31, 2021 (HKD thousands) | | :--- | :--- | :--- | | Proceeds receivable from disposal of intangible assets | 163,536 | 176,536 | | Refundable proceeds from game developers | 19,113 | 25,113 | | Proceeds receivable from disposal of property, plant and equipment | 132,678 | 138,879 | | Prepayments | 71,830 | 84,180 | | Proceeds receivable from share subscription | 215,000 | – | | Other receivables, deposits and prepayments | 18,927 | 16,213 | | Total | 621,084 | 440,921 | | Less: Allowance for credit losses | (5,477) | (5,896) | | Net amount | 615,607 | 435,025 | - Proceeds receivable from share subscription of HKD 215,000 thousand refers to the proceeds receivable from subscribers for the 86,000,000 ordinary shares issued and allotted by the company at a subscription price of HKD 2.5 per share, which transaction was subsequently terminated[73][74][99] - Prepayments include HKD 21,208 thousand for anime derivative product prepayments to major suppliers and HKD 34,969 thousand for commission prepayments to bond placing agents[73] Amount Due to a Director As of September 30, 2021, the Group owed Mr. Zhuang Xiangsong HKD 836 thousand, which is unsecured, interest-free, and repayable on demand. - The amount due to Mr. Zhuang Xiangsong was HKD 836 thousand (March 31, 2021: HKD 562 thousand)[75] - The amount is unsecured, interest-free, and repayable on demand[75] Financial Assets at Fair Value Through Profit or Loss The structured deposits held by the Group are classified as financial assets at fair value through profit or loss because their contractual cash flows are not solely payments of principal and interest, and these wealth management products are primarily used to enhance investment returns. - The amount represents structured deposits issued by a bank in Mainland China[76] - These are classified as financial assets at fair value through profit or loss because the contractual cash flows are not solely payments of principal and interest[76] - The Group primarily uses structured deposits to enhance investment returns[76] Trade Payables and Bills Payable As of September 30, 2021, the Group's total trade payables and bills payable amounted to HKD 1,109 thousand, with an average credit period of 30 days, and payables over 90 days accounted for HKD 217 thousand. Trade Payables and Bills Payable Ageing Analysis (As of September 30) | Ageing | September 30, 2021 (HKD thousands) | March 31, 2021 (HKD thousands) | | :--- | :--- | :--- | | 0 to 30 days | 892 | 1,150 | | Over 90 days | 217 | 217 | | Total | 1,109 | 1,367 | - The average credit period for purchases of goods is 30 days[78] Guaranteed Notes The Group issued HKD 200,000 thousand in secured guaranteed notes in 2017, and after multiple renewals and repayments, as of September 30, 2021, a principal amount of HKD 20,000 thousand had been repaid; these notes are secured by the company's shares held by the controlling shareholder and guaranteed by the controlling shareholder. - The company issued HKD 200,000,000 of 7.5% secured guaranteed notes on September 27, 2017[79] - As of September 30, 2021, the guaranteed notes were renewable, and a principal amount of HKD 20,000,000 had been repaid prior to the further extension of the maturity date[79] - The guaranteed notes are secured by the company's shares held by the controlling shareholder and guaranteed by the company's controlling shareholder[80] Bonds For the period ended September 30, 2021, the company issued unsecured bonds with a total principal amount of HKD 60,300 thousand at par, bearing annual interest rates ranging from 5.5% to 9% and maturities from 0.5 to 7.5 years, with proceeds primarily used for developing indoor theme park businesses and general working capital. - For the period ended September 30, 2021, the company issued bonds with a total principal amount of HKD 60,300,000 at par[81] - The bonds are unsecured and bear nominal annual interest rates ranging from 5.5% to 9%, with maturities ranging from 0.5 to 7.5 years[81] - The proceeds were used for developing indoor theme park businesses and as general working capital for the Group[81] Bank and Other Borrowings During the period, the Group drew down new bank borrowings of HKD 30,864 thousand and repaid HKD 3,542 thousand; bank and other borrowings bear fixed annual interest rates ranging from 1.07% to 5.15%, and some secured bank borrowings are collateralized by properties jointly owned by Mr. Zhuang Xiangsong and his spouse. - During the period, the Group drew down new bank borrowings of HKD 30,864 thousand and repaid bank borrowings of HKD 3,542 thousand[82] - Bank and other borrowings bear fixed annual interest rates ranging from 1.07% to 5.15%[82] - As of September 30, 2021, secured bank borrowings of approximately HKD 33,953 thousand were collateralized by properties jointly owned by Mr. Zhuang Xiangsong and his spouse[82] Share Capital As of September 30, 2021, the company's issued share capital comprised 1,071,702,000 shares with a par value of HKD 0.1, totaling HKD 107,170 thousand; the increase in share capital during the period primarily resulted from the issuance of 4,000,000 shares for share swap and 86,000,000 shares for share subscription (subsequently terminated). Share Capital Movement (As of September 30) | Item | Number of Shares (shares) | Share Capital (HKD thousands) | | :--- | :--- | :--- | | As at April 1, 2021 | 981,702,000 | 98,170 | | Share swap | 4,000,000 | 400 | | Share subscription | 86,000,000 | 8,600 | | As at September 30, 2021 | 1,071,702,000 | 107,170 | - The issuance of 4,000,000 shares for share swap was for the acquisition of shares in Future World Holdings Limited[84] - The issuance of 86,000,000 shares for share subscription at a price of HKD 2.50 per share was subsequently terminated due to the subscriber's failure to pay the consideration[84][99] Acquisition of a Subsidiary The company completed the acquisition of Yincui Limited on June 22, 2020, for a consideration of HKD 105,600 thousand, paid by issuing 44,000,000 of the company's shares; the Yincui Group primarily holds certain intangible assets and property, plant and equipment, and management believes the acquired activities and assets do not constitute a business. - The company completed the acquisition of the entire issued share capital of Yincui Limited on June 22, 2020[85] - The acquisition consideration was HKD 105,600 thousand, paid by issuing 44,000,000 of the company's shares[85] Net Identifiable Assets Acquired (As of acquisition date) | Item | Amount (HKD thousands) | | :--- | :--- | | Property, plant and equipment | 27,326 | | Trade and other receivables | 31,910 | | Intangible assets | 46,364 | | Total | 105,600 | Related Party Disclosures The Group disclosed transactions with related parties, including property rental expenses paid to the controlling shareholder, trademark license royalty expenses paid to SEGA Holdings, and remuneration for key management personnel; additionally, the controlling shareholder provided collateral and guarantees for the guaranteed notes. Related Party Transactions (For the six months ended September 30) | Transacting Party | Type of Transaction | 2021 (HKD thousands) | 2020 (HKD thousands) | | :--- | :--- | :--- | :--- | | Controlling shareholder | Property rental expenses | 116 | – | | SEGA Holdings | Trademark license royalty expenses | 879 | 428 | - Total remuneration for key management personnel was HKD 4,288 thousand (2020: HKD 4,413 thousand)[91] - The guaranteed notes are secured by the company's shares held by the controlling shareholder and guaranteed by the company's controlling shareholder[89][80] Share-based Payments The company has a share option scheme designed to incentivize eligible participants; however, as of September 30, 2021, all granted share options had expired, remained unexercised, and were forfeited, thus no share-based payment expense was recognized for the current period. - The company's share option scheme was adopted on February 16, 2015, aiming to attract and retain talent and promote business development[93] - As of September 30, 2021, all granted share options had expired, remained unexercised, and were forfeited[97] - The Group recognized no share-based payments for share options granted by the company for the six months ended September 30, 2021, and 2020[98] Events After the Reporting Period Subsequent to the reporting period, the share subscription agreement entered into by the company with an investor was terminated due to the subscriber's failure to pay the consideration; the 86,000,000 subscription shares will be cancelled, and the directors consider this a non-adjusting event, with its impact to be reflected in the period after September 30, 2021. - On September 1, 2021, the company entered into a share subscription agreement with an investor for the subscription of 86,000,000 shares at a price of HKD 2.50 per share[99] - As of the date of this interim report, the company had not received any consideration for the subscription shares, and the share subscription agreement is deemed terminated[99] - All subscription shares are intended to be cancelled, and the directors consider the failure to fulfill the terms of the share subscription agreement and the cancellation of the subscription shares to be a non-adjusting event, whose impact should be reflected in the period after September 30, 2021[99] Management Discussion and Analysis This section offers an overview of the company's business, industry, operational performance, future outlook, and financial review, including capital structure and treasury policies. Business Overview The Group is a multimedia animation entertainment group in China, focusing on three main business segments: expanding the CA SEGA JOYPOLIS brand through a light-asset licensing model, anime derivative product trading and IP trendy toy business, and multimedia animation entertainment business centered on anime IP and VR (including e-sports); the Group possesses rich IP resources and VR e-sports technology. - The Group focuses on operating three major business segments: expanding the CA SEGA JOYPOLIS brand, anime derivative product trading and IP trendy toy business, and multimedia animation entertainment business (anime IP, VR including e-sports)[102] - CA SEGA JOYPOLIS is the global No.1 indoor theme park brand acquired by the Group from Japan's SEGA Group in 2017, promoted through a light-asset franchise model[102] - The Group holds usage rights for several renowned anime IPs, including "Han Ba Gui" and "Violet", and independently developed the VR e-sports game "Huangyangjie Defense Battle"[103][104] Industry Review In recent years, China's digital cultural and creative industry has rapidly developed, with the integration of culture and technology fostering new business formats; following the containment of the pandemic, demand for entertainment consumption gradually released, leading to the opening of indoor theme parks, and China's trendy toy market continues to expand, projected to grow by 30.4% to RMB 38.43 billion in 2021, becoming one of the core global trendy toy consumption markets. - Digital cultural and creative industries have become a significant sector in China in recent years, with the integration of culture and technology creating new business formats, and the pandemic has led to a substantial increase in demand for digital cultural entertainment[106] - With the pandemic under control and social distancing measures eased, pent-up demand in the entertainment consumption sector has been released, leading to the gradual opening of various types of indoor theme parks across the country[106] - China's trendy toy economy market size grew from 11.18% in 2017 to 19.17% in 2020, and is expected to increase by 30.4% to RMB 38.43 billion in 2021[106] Business Review During the review period, the Group's overall business gradually recovered; anime derivative product trading revenue increased by 79.4% year-on-year, benefiting from pandemic recovery and trendy toy market opportunities, while in the indoor theme park business, Guangzhou Huaxia SEGA Joypolis officially opened, and the Japanese CA SEGA team also introduced famous IPs for interactive events, and the multimedia animation entertainment business's VR game won an international award. - During the review period, with the pandemic under control, the Group's overall business gradually recovered, and the performance of various business units was better than during the pandemic[107] - The anime derivative product trading business recorded significant growth, increasing by 79.4% year-on-year, mainly influenced by pandemic recovery and the trendy toy industry trend[107] - In the indoor theme park business, the Group authorized domestic real estate developer Junming Group to officially open Huaxia SEGA Joypolis in Zengcheng District, Guangzhou, at the end of September this year[107] - In the multimedia animation entertainment business, the independently developed VR combat shooting game "Starfire Battle Song - Huangyangjie Defense Battle" won the Outstanding Award at the 2021 Global Digital Technology Creative Design Competition[107] Business Outlook The Group will leverage "CA SEGA JOYPOLIS large-scale indoor theme parks + Wonder Forest children's parks + trendy toy business + VR industry + IP" as its main development drivers, expanding global park operations through a licensing model and planning to establish large and small indoor theme parks in multiple Chinese cities; concurrently, it will continue to seek high-quality domestic and international M&A opportunities, strengthen anime cultural resources and R&D capabilities, and actively explore new economic and business cooperation models such as NFTs. - The Group will take "CA SEGA JOYPOLIS large-scale indoor theme parks + Wonder Forest children's parks + trendy toy business + VR industry + IP" as its main development drivers[111] - It will continue to expand Huaxia SEGA JOYPOLIS through licensing and plans to establish large and small indoor theme parks in Jiangmen City, Guangdong Province, and other cities in China[112] - It will continue to seek high-quality domestic and overseas acquisition and merger opportunities to strengthen the Group's global anime cultural resources and R&D capabilities[114] - Actively research new economic and business cooperation models such as NFTs and collaborations between its indoor theme parks and trendy toy platforms to create online and offline traffic generation[115] Financial Review For the six months ended September 30, 2021, the Group's revenue increased by 79.4% year-on-year to HKD 309.3 million, gross profit grew by 80.4% to HKD 68.9 million, and gross profit margin slightly rose to 22.3%; however, profit attributable to owners of the Company decreased by 23.9% to HKD 19.4 million due to the absence of a one-off fair value gain on financial assets recognized in the prior period. Financial Performance Summary (For the six months ended September 30) | Indicator | 2021 (HKD thousands) | 2020 (HKD thousands) | Year-on-year Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 309,274 | 172,374 | 79.4% | | Gross profit | 68,886 | 38,169 | 80.4% | | Gross profit margin | 22.3% | 22.1% | 0.2% | | Profit attributable to owners of the Company | 19,376 | 25,525 | (23.9%) | - Revenue growth was primarily due to an increase of HKD 94.3 million from indoor theme park operations and an increase of HKD 43.3 million from anime derivative product sales[118] - The decrease in profit attributable to owners of the Company was mainly due to the recognition of a HKD 50.3 million fair value gain on financial assets at fair value through profit or loss in the prior corresponding period, with no such gain recognized in the current reporting period[129] Use of Net Proceeds from Global Offering The company received net proceeds of approximately HKD 298.6 million from its global offering in 2015, of which approximately HKD 251 million had been utilized as of September 30, 2021, primarily for capital expenditures and operations of Shanghai JOYPOLIS, investments or acquisitions in anime-related businesses, development of music anime concerts, and working capital; the unutilized portion of HKD 47.6 million is held in licensed banks in Hong Kong. - The company received net proceeds of approximately HKD 298.6 million from its global offering on March 12, 2015[131] - As of September 30, 2021, the Group had utilized approximately HKD 251 million of the net proceeds[131] Use of Net Proceeds from Global Offering (As of September 30, 2021) | Use | Original Planned Allocation (HKD million) | Actually Utilized (HKD million) | Unutilized (HKD million) | | :--- | :--- | :--- | :--- | | Shanghai JOYPOLIS capital expenditure and operations | 119.4 | 119.4 | – | | Investment or acquisition in anime-related businesses | 89.6 | 42.0 | 47.6 | | Development and promotion of music anime concerts | 59.7 | 59.7 | – | | Working capital and general corporate purposes | 29.9 | 29.9 | – | | Total | 298.6 | 251.0 | 47.6 | Capital Structure, Liquidity and Financial Resources As of September 30, 2021, the company's issued share capital was HKD 107.2 million; cash and bank balances were HKD 22.3 million, a decrease from the beginning of the period, mainly due to bond repayments; the gearing ratio was approximately 29.1%, indicating a healthy liquidity position, and unsecured bonds totaling HKD 60.3 million were issued during the period for indoor theme park business development and general working capital. - As of September 30, 2021, the company's issued share capital was approximately HKD 107.2 million, divided into 1,071,702,000 shares with a par value of HKD 0.1 each[132] - As of September 30, 2021, the Group's cash and bank balances were HKD 22.3 million (March 31, 2021: HKD 56.0 million), with the decrease primarily due to bond repayments[132] - The Group's gearing ratio (calculated as bank and other borrowings, lease liabilities, guaranteed notes, and bonds divided by total assets) was approximately 29.1% (March 31, 2021: approximately 31.4%)[132] - Unsecured bonds with a total principal amount of HKD 60.3 million were issued at par during the period, used for developing indoor theme park businesses and general working capital[132] Treasury Policy The Group adopts a prudent treasury policy, committed to mitigating credit risk and maintaining a healthy liquidity position, with the Board closely monitoring liquidity to ensure funding needs can be met. - The Group adopted a prudent treasury policy, thereby maintaining a healthy liquidity position for the six months ended September 30, 2021[134] - The Group is committed to mitigating credit risk by continuously conducting credit assessments and evaluating the financial standing of its customers[134] Future Plans for Material Investments and Capital Assets The Group plans to continue developing global indoor theme parks and anime IP e-commerce platforms, and to develop virtual reality technology projects in conjunction with 5G and other communication technologies, including selling VR equipment, developing game content, and VR e-sports, which is expected to be a major contributor to future business development. - The Group will continue to develop global indoor theme parks and an anime IP e-commerce platform[135] - The Group will also continue to integrate 5G and other communication technologies to develop virtual reality technology projects, including establishing partnerships with independent third parties to sell virtual reality equipment and develop virtual reality game content and virtual reality e-sports[135] - The directors believe that virtual reality technology projects will be another major contributor to the Group's future business development[136] Mortgages and Pledges As of September 30, 2021, the Group had no bank deposits pledged to banks to obtain bank financing. - As of September 30, 2021, the Group had no bank deposits pledged to banks to obtain bank financing (March 31, 2021: nil HKD million)[137] Contingent Liabilities As of September 30, 2021, the Group had no significant contingent liabilities. - The Group had no significant contingent liabilities as of September 30, 2021 (March 31, 2021: nil)[138] Foreign Exchange Risk There have been no significant changes in the Group's foreign exchange risk policy, with major transactions denominated in Hong Kong Dollars, Renminbi, Japanese Yen, or US Dollars; management is closely monitoring foreign exchange risk and will consider using hedging instruments when appropriate. - There have been no significant changes in the Group's policy regarding exchange rate risk[139] - The Group's transactions are primarily denominated in Hong Kong Dollars, Renminbi, Japanese Yen, or US Dollars[139] - The Group's management is closely monitoring foreign exchange risk and will consider using hedging instruments when appropriate[139] Environmental Policy The Group is committed to environmental protection, promoting recycling and energy-saving principles, and encouraging employees to support environmentally friendly practices in the office, such as using eco-friendly paper and conserving electricity. - The Group is committed to environmental protection, adhering to the principles of recycling and energy conservation[140] - Employees are encouraged and promoted to support environmental protection in the office, including using eco-friendly paper for printing and copying, and turning off idle lights and electrical appliances to reduce power consumption[140] Employees and Remuneration Policy As of September 30, 2021, the Group had 353 employees, with total employee remuneration amounting to HKD 44.3 million, a decrease year-on-year; remuneration packages are determined by reference to employee experience, qualifications, and market conditions, and opportunities for training and continuous professional development are provided. - As of September 30, 2021, the Group had 353 employees (September 30, 2020: 379 employees)[141] - For the six months ended September 30, 2021, total employee remuneration, benefits in kind, and contributions to pension schemes amounted to HKD 44.3 million (for the six months ended September 30, 2020: HKD 49.0 million)[141] - Remuneration packages are determined by reference to individual employees' experience and qualifications, as well as overall market conditions, and adequate training and opportunities for continuous professional development are provided[141] Repurchase, Sale or Redemption of Shares During the six months ended September 30, 2021, neither the company nor any of its subsidiaries repurchased, sold, or redeemed any of the company's shares. - Neither the company nor any of its subsidiaries repurchased, sold, or redeemed any of the company's shares during the six months ended September 30, 2021[143] Audit Committee and Review of Interim Financial Results The company's Audit Committee, comprising three independent non-executive directors, has reviewed the Group's unaudited interim financial results for the six months ended September 30, 2021, and discussed accounting principles and financial-related matters. - The Audit Committee comprises three independent non-executive directors: Mr. Zeng Huaguang (Chairman), Mr. Hong Muming, and Mr. Ni Zhenliang[144] - The Audit Committee, together with the Group's management, has discussed and reviewed the Group's unaudited interim financial results for the six months ended September 30, 2021, and discussed financial-related matters[144] Interim Dividends The Board does not recommend the payment of an interim dividend for the six months ended September 30, 2021. - The Board does not recommend the payment of an interim dividend for the six months ended September 30, 2021 (for the six months ended September 30, 2020: nil)[145] Compliance with the Standard Code for Securities Transactions The company has adopted the Standard Code as set out in Appendix 10 to the Listing Rules as the code of conduct for directors' securities transactions; all directors confirmed their full compliance with the Standard Code for the six months ended September 30, 2021. - The company has adopted the Standard Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix 10 to the Listing Rules as the code of conduct for directors' securities transactions[146] - All directors confirmed their full compliance with the required standards set out in the Standard Code for the six months ended September 30, 2021[146] Public Float As of the date of this interim report, the company's issued shares maintained a sufficient public float as required by the Listing Rules. - As of the date of this interim report, the company's issued shares maintained a sufficient public float as required by the Listing Rules[147] Other Information This section covers additional disclosures such as directors' and major shareholders' interests, compliance with corporate governance, and other regulatory requirements. Directors' Interests and Short Positions in Shares, Underlying Shares or Debentures As of September 30, 2021, the company's directors and chief executives held long positions in the company's shares and underlying shares; Mr. Zhuang Xiangsong held approximately 57.55% interest through controlled corporations and parties acting in concert, while Mr. Ding Jiahui held approximately 34.85% interest through controlled corporations and parties acting in concert. Directors' Long Positions in the Company's Shares and Underlying Shares (As of September 30, 2021) | Director Name | Capacity / Nature of Interest | Number of Shares | Approximate Percentage (%) | | :--- | :--- | :--- | :--- | | Mr. Zhuang Xiangsong | Interest in controlled corporation | 256,101,000 | 23.90% | | | Interest in parties acting in concert | 360,635,000 | 33.65% | | | Spouse's interest | 360,635,000 | 33.65% | | Mr. Ding Jiahui | Interest in controlled corporation | 12,900,000 | 1.20% | | | Interest in parties acting in concert | 360,635,000 | 33.65% | - Mr. Zhuang Xiangsong holds 256,101,000 shares through Ming Yang Enterprise Limited and is deemed to have interests in additional shares through an agreement with parties acting in concert and his spouse's interest[150][152] - Mr. Ding Jiahui holds 12,900,000 shares through Bonville Glory Limited and is deemed to have interests in additional shares through an agreement with parties acting in concert[150][152] Major Shareholders As of September 30, 2021, in addition to the directors, major shareholders included Ming Yang, Newgate (PTC) Limited, Mr. Zhuang and his family members, Fortress Strength Limited, Ms. Li Ruifang, Dragon Year Group Limited, Mr. Ikeda Shinichiro, Bonville Glory Limited, Mr. Ding Jiahui, Huabao Development Limited, and Ms. Ke Danfeng; these shareholders held long positions in the company's shares through direct holdings, interests in controlled corporations, or agreements with parties acting in concert. Major Shareholders' Long Positions in the Company's Shares (As of September 30, 2021) | Shareholder Name | Capacity | Number of Shares | Equity Percentage (%) | | :--- | :--- | :--- | :--- | | Ming Yang | Beneficial owner | 256,101,000 | 23.90 | | | Interest in parties acting in concert | 360,635,000 | 33.65 | | Newgate (PTC) Limited | Interest in controlled corporation | 360,635,000 | 33.65 | | Mr. Zhuang, Ms. Li Ruifang and their children | Interest in parties acting in concert | 360,635,000 | 33.65 | | Fortress Strength Limited | Beneficial owner | 17,025,000 | 1.59 | | Ms. Li Ruifang | Interest in controlled corporation | 17,025,000 | 1.59 | | Dragon Year Group Limited | Beneficial owner | 50,280,000 | 4.69 | | Mr. Ikeda Shinichiro | Personal interest | 12,000,000 | 1.12 | | Bonville Glory Limited | Beneficial owner | 12,900,000 | 1.20 | | Mr. Ding Jiahui | Interest in controlled corporation | 12,900,000 | 1.20 | | Huabao Development Limited | Beneficial owner | 12,329,000 | 1.15 | | Ms. Ke Danfeng | Interest in controlled corporation | 12,329,000 | 1.15 | - Several major shareholders are deemed to collectively hold interests in 360,635,000 shares, representing 33.65% of the issued shares, through agreements with parties acting in concert[153][158] - Newgate (PTC) Limited, as the trustee of a trust established by Mr. Zhuang, holds all shares in Ming Yang, which is the beneficial owner of 256,101,000 shares[158] Repurchase, Sale or Redemption of Shares During the six months ended September 30, 2021, neither the company nor any of its subsidiaries repurchased or sold any of the company's shares. - During the six months ended September 30, 2021, neither the company nor any of its subsidiaries repurchased or sold any of the company's shares[159] Audit Committee and Review of Interim Results The company's Audit Committee, comprising three independent non-executive directors, has been established and adopted terms of reference in accordance with the Listing Rules; the committee has discussed and reviewed the unaudited interim financial results for the six months ended September 30, 2021, and related financial matters with management. - The Audit Committee comprises three independent non-executive directors: Mr. Zeng Huaguang (Chairman), Mr. Hong Muming, and Mr. Ni Zhenliang[160] - The Audit Committee, together with the Group's management, has discussed and reviewed the Group's unaudited interim financial results for the six months ended September 30, 2021 (including the accounting principles and practices adopted by the Group), and discussed financial-related matters[160] Compliance with Corporate Governance Code The company has complied with the Corporate Governance Code throughout the period, with the exception of Code Provision A.2.1 (separation of roles of Chairman and Chief Executive); the Board believes that Mr. Zhuang Xiangsong serving concurrently as Chairman and Chief Executive is in the best interest of the Group, given his role as founder and extensive experience. - The company has complied with the code provisions set out in the Corporate Governance Code throughout the period, with the following deviation: Code Provision A.2.1 (the roles of chairman and chief executive should be separate and should not be performed by the same individual)[161] - The Board believes that Mr. Zhuang's concurrent roles as Chairman and Chief Executive are in the best interest of the Group, as he is the founder and possesses extensive experience in corporate operations and management[161] Compliance with the Standard Code for Securities Transactions The company has adopted the Standard Code as set out in Appendix 10 to the Listing Rules as the code of conduct for directors' securities transactions; all directors confirmed their full compliance with the Standard Code for the six months ended September 30, 2021. - The company has adopted the Standard Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix 10 to the Listing Rules as the code of conduct for directors' securities transactions[163] - All directors confirmed their full compliance with the required standards set out in the Standard Code for the six months ended September 30, 2021[163]