Kuke Music(KUKE) - 2024 Q4 - Annual Report

PART I ITEM 3: KEY INFORMATION This section outlines Kuke Music's VIE structure, financial data, and key risks related to its business, PRC operations, and ADS trading - Kuke Music Holding Limited is a Cayman Islands holding company, not a Chinese operating company, conducting value-added telecommunications and internet audio-video services in China through VIEs via contractual arrangements, posing unique risks to investors as they do not hold direct equity in the operating entities[29] - The company's ability to pay dividends and service debt depends on payments from its PRC subsidiaries, which are subject to PRC laws on profit distribution, statutory reserves, and foreign exchange controls, potentially limiting cash transfers out of China[49][55][193] - The company must comply with PRC regulations for overseas listings, including filing procedures with the CSRC effective March 31, 2023, with failure to complete future filings potentially resulting in sanctions[59][208] Holding Company Structure and VIE Arrangements The company operates in China via a VIE structure, controlling PRC entities through contracts, subject to regulatory and cash transfer risks - The VIE structure is used to navigate PRC restrictions on foreign investment in value-added telecommunication and internet audio-video services, with investors holding shares in the Cayman holding company, not the PRC operating entities[29][33] - A series of contractual arrangements, including Powers of Attorney, Equity Interest Pledge Agreements, and Exclusive Consulting Service Agreements, enable the company to control the VIEs and consolidate their financial results[34][36][38] - Cash transfers from PRC entities are subject to government restrictions, with dividends payable only from accumulated profits after setting aside statutory reserves (at least 10% of after-tax profits until the reserve reaches 50% of registered capital)[55][192][193] - The company was identified as a "Commission-Identified Issuer" under the HFCAA in June 2022, and although the PCAOB vacated its determination in December 2022, future inability to inspect the company's auditor could lead to trading prohibitions for its ADSs[60][173][175] VIE Consolidation Schedule This subsection presents summary consolidated financial data for Kuke Music and its VIEs for fiscal years 2022-2024 VIEs and Subsidiaries Revenue and Profit/(Loss) (RMB in thousands) | Year Ended Dec 31 | Revenue | (Loss)/Profit for the Year | | :--- | :--- | :--- | | 2024 | 64,386 | 61,526 | | 2023 | 98,950 | (25,235) | | 2022 | 111,640 | (857,525) | VIEs and Subsidiaries Total Assets and Liabilities (RMB in thousands) | As of Dec 31 | Total Assets | Total Liabilities | Total Net (Liabilities) | | :--- | :--- | :--- | :--- | | 2024 | 242,640 | 503,786 | (261,146) | | 2023 | 253,243 | 577,239 | (323,996) | | 2022 | 246,026 | 540,409 | (294,383) | Risk Factors This subsection outlines significant risks across business, corporate structure, PRC operations, and ADS trading - The company heavily relies on Naxos for its content, with over 99% of its audio albums licensed from them as of December 31, 2024, posing a significant risk if the license agreement is not renewed or renewed on less favorable terms[75] - The VIE structure is subject to PRC government scrutiny, and if contractual arrangements are found non-compliant with PRC laws, the company could face severe penalties, including being forced to relinquish its interests in the operating entities[176][178] - The PRC government may exert substantial intervention over the company's operations with little advance notice, potentially hindering its ability to offer securities to investors and causing the value of such securities to decline or become worthless[205][207] - A dual-class voting structure gives significant control to key executives, with Class B ordinary shares entitled to fifty votes per share while Class A ordinary shareholders have one vote per share, limiting the influence of public ADS holders[243][244] ITEM 4: INFORMATION ON THE COMPANY This section provides a comprehensive overview of Kuke Music's history, business segments, content, and organizational structure - Kuke Music operates a multi-faceted classical music service platform encompassing licensing, subscription, smart music education, and live events[286] - The company's core asset is its extensive content library, featuring approximately 3.06 million music tracks, with over 99% of its audio content licensed from Naxos on an exclusive, long-term basis in mainland China[287][294][330] - The company has made strategic investments in blockchain and NFT platforms, such as KOLO and JoyMiracle, to explore new monetization models for classical music digital assets[118][119][313] History and Development of the Company Kuke Music, incorporated in 2019 and NYSE-listed in 2021, expanded from licensing to live events, operating via a VIE structure - The company was founded by Mr. He Yu, commencing operations in 2002, and was listed on the New York Stock Exchange in January 2021[278][279] - Key corporate milestones include the establishment of Naxos China in 2016, the creation of the VIE structure in 2018, and the acquisition of BMF (Beijing Music Festival) in 2020[280][282][283] Business Overview Kuke Music is a leading classical music service provider in China, operating three segments supported by a vast content library - The business is structured around three pillars: Music Licensing and Subscription, Smart Music Learning, and Live Classical Music Events[292] - The content library as of December 31, 2024, includes approximately 3.06 million music tracks, over 2,900 video titles, and over 5,750 volumes of sheet music[287] - The company licenses content to major platforms like Tencent Music and NetEase Cloud Music and serves over 880 institutional subscribers, including universities and public libraries[288][301] - Since 2022, the smart music education business has shifted focus from offering Kukey courses to selling smart music hardware and content to primary and secondary schools[290][307] Organizational Structure Kuke Music Holding Limited, a Cayman Islands entity, controls PRC operating entities via a VIE structure for financial consolidation - The company is a Cayman Islands holding company with subsidiaries in the BVI and Hong Kong, which in turn own WFOEs in the PRC[409] - PRC operations are conducted through VIEs (Beijing Kuke Music and BMF Culture) controlled via contractual arrangements, necessary to comply with PRC restrictions on foreign ownership in the telecommunications and internet services sectors[412] Property, Plants and Equipment The company does not own real estate, operating from a leased 331-square-meter office in Beijing - The company's principal executive offices are located at 25-1, Heizhuanghu Music Industry Park, Chaoyang District, Beijing, China, in a leased office space of approximately 331 square meters[425] ITEM 5: OPERATING AND FINANCIAL REVIEW AND PROSPECTS This section analyzes Kuke Music's financial performance, covering operating results, liquidity, cash flows, and critical accounting estimates Consolidated Results of Operations (RMB in thousands) | | 2022 | 2023 | 2024 | | :--- | :--- | :--- | :--- | | Revenue | 115,115 | 106,937 | 68,921 | | Gross Profit | 17,311 | 50,591 | 26,825 | | Operating Loss | (884,625) | (58,781) | (62,016) | | Loss for the year | (896,907) | (65,805) | (67,085) | - Total revenue decreased by 7.1% in 2024 to RMB 68.9 million, primarily due to a significant decline in smart music learning revenue, partially offset by an increase in live classical music events revenue[457] - The company performed a goodwill impairment assessment and recognized a full impairment provision for the goodwill allocated to the smart music learning business CGU as of December 31, 2024, as the CGU will not be in operation[543] Operating Results The company's operating results show decreased revenue and widened operating losses in 2024, driven by strategic shifts Revenue by Segment (RMB in thousands) | Segment | 2022 | 2023 | 2024 | | :--- | :--- | :--- | :--- | | Licensing and subscription | 46,966 | 69,437 | 59,894 | | Smart music learning | 37,243 | 34,157 | 924 | | Live classical music events & others | 30,906 | 3,343 | 8,103 | | Total | 115,115 | 106,937 | 68,921 | - In 2024, smart music learning revenue plummeted to RMB 0.9 million from RMB 34.2 million in 2023, as the company reduced activities in this segment[458] - Administrative expenses decreased by 31.1% in 2024 to RMB 31.8 million, mainly due to lower share-based compensation and salary expenses[466] - The company recorded an operating loss of RMB 62.0 million in 2024, compared to an operating loss of RMB 58.8 million in 2023[469] Liquidity and Capital Resources As of December 31, 2024, cash and cash equivalents decreased, with net cash used in operating and investing activities Summary of Cash Flows (RMB in thousands) | | 2022 | 2023 | 2024 | | :--- | :--- | :--- | :--- | | Net cash used in operating activities | (26,479) | (20,768) | (18,821) | | Net cash used in investing activities | (38,476) | (176) | (55,457) | | Net cash provided by financing activities | 11,335 | 23,093 | 69,272 | | Cash at end of year | 5,425 | 7,574 | 2,568 | - Capital expenditures were RMB 32.4 million in 2024, a significant increase from RMB 4.9 million in 2023[527] Contractual Obligations as of Dec 31, 2024 (RMB in thousands) | Obligation | Total | | :--- | :--- | | Interest-bearing loans and borrowings | 54,029 | | Lease liabilities | 4,632 | | Trade payables | 52,700 | | Due to shareholders | 1,016 | | Other payables and accruals | 88,804 | Critical Accounting Estimates This subsection details critical accounting estimates, including goodwill impairment, expected credit loss provisions, and deferred tax asset recognition - Goodwill arising from the 2020 acquisition of Rosenkavalier Group was tested for impairment, resulting in an impairment of RMB 237.2 million in 2022, and the remaining goodwill allocated to the smart music learning CGU was fully impaired in 2024[538][541][543] - The company uses a provision matrix to calculate Expected Credit Losses (ECLs) for trade receivables, which relies on significant estimates based on historical default rates and forward-looking economic conditions[550][551][552] - Recognition of deferred tax assets requires significant management judgment regarding the likely timing and level of future taxable profits against which deductible temporary differences can be utilized[553][554] ITEM 6: DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES This section provides information on the company's leadership, compensation, board structure, and employees, highlighting decreased numbers and concentrated voting control - The company's board and senior management are led by founder Mr. He Yu (CEO & Chairman) and Mr. Lung Yu (Director and founder of the Beijing Music Festival)[558][559][560] - The company has a 2020 Share Incentive Plan with a maximum of 1,227,000 Class A ordinary shares, with 1,125,334 share options and 101,666 restricted shares granted and outstanding as of the report date[573] - The total number of full-time employees decreased from 108 in 2023 to 59 as of December 31, 2024[595] - Mr. He Yu and Mr. Lung Yu collectively control approximately 68% of the aggregate voting power through their ownership of all Class B ordinary shares, which carry 50 votes per share[244][603] ITEM 8: FINANCIAL INFORMATION This section confirms audited financial statements, absence of material legal proceedings, and intent to retain earnings for expansion - The company has appended its audited consolidated financial statements as part of the annual report[612] - The company has no current plans to pay cash dividends and intends to retain future earnings to fund business growth[614] ITEM 10: ADDITIONAL INFORMATION This section provides supplementary details on corporate governance, dual-class share structure, and tax implications for investors, including PFIC risk - The company's shares are divided into Class A (one vote per share) and Class B (fifty votes per share), with Class B shares convertible into Class A shares but not vice-versa, and automatically converting upon transfer to a non-affiliate[624][625][626] - The company is an exempted company in the Cayman Islands, which levies no corporate or income taxes, and has obtained a 20-year undertaking against future taxation[646][652][654] - There is a risk that the company could be classified as a Passive Foreign Investment Company (PFIC) for U.S. federal income tax purposes, which could result in adverse tax consequences for U.S. holders of its ADSs or shares[263][677] ITEM 11: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK This section discusses the company's exposure to market risks, primarily foreign currency, interest rate, and credit risks - The company faces foreign currency risk as its revenues are in Renminbi (RMB), while its ADSs are traded in U.S. dollars (USD), meaning fluctuations in the RMB/USD exchange rate can affect the value of investments and the amount of funds available for dividends or other USD-denominated payments[705][706] - The company is exposed to credit risk from its operating activities and financial counterparties, which is the risk that a counterparty will fail to meet its obligations, leading to a financial loss[709] PART II ITEM 14: MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS This section discloses significant changes to shareholder rights, including increased voting rights for Class B shares and a revised ADS ratio - On September 20, 2024, the voting rights of Class B Ordinary Shares were increased from ten (10) to fifty (50) votes per share[717] - The company changed its ADS ratio from one ADS representing one ordinary share to one ADS representing ten ordinary shares, effective March 13, 2025[14] ITEM 15: CONTROLS AND PROCEDURES This section addresses the company's internal controls, noting ineffective disclosure controls and material weaknesses in financial reporting - Management concluded that as of December 31, 2024, the company's disclosure controls and procedures were not effective[721] - Two material weaknesses in internal control over financial reporting were identified: (1) lack of sufficient accounting personnel with IFRS/SEC expertise, and (2) lack of sufficient controls for calculating expected credit loss on financial assets[724][726] - The company is implementing remediation measures, including hiring experienced personnel and improving internal processes, but these measures had not fully remediated the material weaknesses as of December 31, 2024[727][728][729] ITEM 16F: CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT This section reports a change in the company's independent registered public accounting firm, with YU CPA dismissed and Enrome LLP engaged - Effective January 22, 2025, the company dismissed YU CPA and appointed Enrome LLP as its new independent registered public accounting firm[736] - There were no disagreements with the former auditor, YU CPA, on accounting principles, financial statement disclosure, or auditing scope during the two most recent fiscal years[739] ITEM 16K: CYBERSECURITY This section outlines the company's comprehensive cybersecurity risk management program, focusing on monitoring, mitigation, and incident response - The company has a comprehensive cybersecurity risk management program focused on monitoring, mitigation, and response[747] - Key strategies include regular risk and vulnerability assessments, evaluation of industry and regulatory trends, and established incident response protocols to handle potential breaches[748] PART III ITEM 18: FINANCIAL STATEMENTS This section indicates that the company's audited consolidated financial statements for 2024 are filed as an exhibit - The company has provided its audited consolidated financial statements for the year ended December 31, 2024, pursuant to Item 18[752][753] ITEM 19: EXHIBITS This section lists all exhibits filed with the annual report, including key corporate documents and VIE contractual arrangements - The report includes key corporate documents such as the Third Amended and Restated Memorandum and Articles of Association[754] - All contractual arrangements underpinning the VIE structure, including power of attorney, equity pledge, and exclusive service agreements, are filed as exhibits[754][755] - The audited consolidated financial statements for the year ended December 31, 2024, are filed as Exhibit 99.1[758]