比高集团(08220) - 2025 - 年度财报

Corporate Information This chapter provides essential corporate information for Biga Group Holdings Limited, including board composition, key committees, and contact details Corporate Information This chapter provides essential corporate information for Biga Group Holdings Limited, including board composition, key committees, and contact details - The company's Board of Directors comprises several executive and independent non-executive directors, including the renowned filmmaker Mr. Stephen Chow[10] - The company has established Audit, Remuneration, and Nomination Committees, all chaired by independent non-executive directors, ensuring the independence of corporate governance[10][11][12] Directors' Business Review The Group's core businesses, including cinema, film entertainment, licensing, and new media, saw varied performance, with new media and strategic partnerships poised for future growth Business Review The Group's core businesses, including cinema, film entertainment, licensing, and new media, saw varied performance, with new media and strategic partnerships poised for future growth Business Segment Performance FY2025 | Business Segment | FY2025 Performance | | :--- | :--- | | Cinema Business | Revenue approximately HKD 2.7 million, a year-on-year decrease, primarily due to the sluggish Chinese film market and 1.5-month closure of Hangzhou cinema for maintenance | | Film Entertainment Business | No revenue this year, but a strategic cooperation agreement with Beijing iQIYI has resulted in significant advance cash payments, expected to be a major revenue driver for the next five years | | Licensing Business | Authorized "King of Comedy" and "The New King of Comedy" IPs, launching "King of Comedy Stand-up Season 1," recognizing service fee revenue of approximately HKD 6.2 million | | New Media Business (MCN) | Established joint venture Xingfeng, engaged in talent incubation and new media promotion, generating revenue of approximately HKD 0.93 million | | New Media Business (Marketing) | Established joint venture Xingyu, engaged in internet information services and marketing planning, generating revenue of approximately HKD 3.27 million | - The Group entered into a strategic cooperation with Beijing iQIYI and Zhouling Culture Media, valid until July 2029, where Beijing iQIYI handles distribution and financing, while the company provides IP and engages Mr. Stephen Chow for creative input, having received an initial payment of RMB 50 million (approximately HKD 54.2 million)[27][30][49] Financial Review Total turnover increased by 55% to HKD 12.1 million, driven by new media, but administrative and share-based payment expenses led to a 92.6% increase in annual loss to HKD 23.3 million Financial Performance Summary | Financial Metric | FY2025 (HKD) | FY2024 (HKD) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Total Turnover | Approx. HKD 12.1 million | Approx. HKD 7.8 million | +55.1% | | Annual Loss | Approx. HKD 23.3 million | Approx. HKD 12.1 million | +92.6% | | Administrative Expenses | Approx. HKD 20.2 million | Approx. HKD 13.2 million | +53.0% | | Share-based Payment Expenses | HKD 4.6 million | HKD 0 | N/A | Liquidity, Debt Ratio, Financial Resources and Capital Structure Total assets increased to HKD 53.4 million and cash to HKD 40.2 million, with the Board confident in liquidity despite a 1.59 debt ratio, supported by HKD 54.2 million in advance production costs Financial Position Summary | Metric | March 31, 2025 (HKD) | March 31, 2024 (HKD) | | :--- | :--- | :--- | | Total Assets | Approx. HKD 53.4 million | Approx. HKD 14.9 million | | Cash and Cash Equivalents | Approx. HKD 40.2 million | Approx. HKD 13.6 million | | Debt Ratio | 1.59 | 1.93 | - The Board believes the Group has sufficient working capital, as approximately HKD 54.2 million in other payables represents initial production costs from the Beijing iQIYI collaboration, which will be recognized as revenue upon project completion[59][63] Employees Employee headcount significantly increased from 28 to 102 to support new business, leading to a rise in total employee costs from HKD 6.4 million to HKD 10 million Employee Data | Metric | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Number of Employees | 102 | 28 | | Total Employee Costs | Approx. HKD 10 million | Approx. HKD 6.4 million | Outlook The Group will cautiously manage cinema operations while prioritizing film entertainment, new media, and IP licensing, with strategic partnerships and new ventures expected to drive future growth - Film Entertainment, New Media Development, and Licensing Businesses: The collaboration with Beijing iQIYI is expected to be a primary driver of future growth, anticipating significant increases in FY2025/2026 and beyond[80][82] - New Business Expansion: - Film-themed Tourbillon Watches: Joint venture BGM with Memorigin has generated approximately HKD 2.34 million in revenue[83][84] - Overall IP Licensing: Plans to license IPs such as "The Mermaid" and "CJ7" to third parties or establish joint ventures for commercialization[90] - AIGC Game Investment: Invested in Hangzhou Jiyi, which owns the AIGC large model "Xingyi," holding a 12% equity stake to explore potential in the gaming sector[99][103] - IP Consulting: Renewed technical consulting agreement with New Fire Asset Management to provide IP project consulting for investment funds[105] - Cinema Business: Given the slower-than-expected economic growth in mainland China and changes in viewing patterns, the Group will adopt a more cautious approach and closely monitor this business segment[78][81] Directors and Senior Management This chapter outlines the extensive experience and qualifications of the company's executive and independent non-executive directors across film production, finance, and marketing Directors and Senior Management This chapter outlines the extensive experience and qualifications of the company's executive and independent non-executive directors across film production, finance, and marketing - Key members of the executive director team include Mr. Stephen Chow and Ms. Amy Chow Man Kei, who possess over 30 years and 20 years of senior experience in the film industry, respectively[114][115] - The independent non-executive director team, comprising Ms. Choi Mei Ping, Mr. Tsui Wing Tak, and Ms. Chan Yat Ching, brings professional backgrounds in marketing, corporate finance, and accounting, providing independent expert advice to the Board[126][127][128] Corporate Governance Report The company maintains high corporate governance standards, with the Board, comprising six executive and three independent non-executive directors, sharing Chairman and CEO responsibilities Board Composition and Operation The company maintains high corporate governance standards, with the Board, comprising six executive and three independent non-executive directors, sharing Chairman and CEO responsibilities - The company did not appoint a Chairman and Chief Executive Officer during this reporting year, with their responsibilities jointly shared by Board members, which deviates from the corporate governance code's recommendation on role separation[153][154] - The Board consists of nine directors, including six executive directors and three independent non-executive directors, and the company believes all independent non-executive directors meet independence requirements[141][144] Committee Reports The company's Remuneration, Nomination, and Audit Committees, all chaired by independent non-executive directors, oversee compensation, board nominations, financial reporting, and internal controls - The chairpersons of the Remuneration, Nomination, and Audit Committees are all independent non-executive directors, and independent non-executive directors constitute a majority in each committee[185][192][204] - The Nomination Committee has adopted a Board diversity policy, considering various factors such as gender, age, cultural background, and professional experience when selecting candidates[199] Risk Management and Internal Control The Board oversees risk management and internal control, with an independent consultant confirming the effectiveness and sufficiency of the COSO-based system, finding no significant issues - The company has engaged an independent professional consultant for its annual internal audit, and based on their review, the Board considers the Group's risk management and internal control systems to be effective and sufficient[222] - The company has established policies for handling and disseminating inside information to ensure compliance and prevent unfair trading[223] Shareholder Rights and Communication The report details shareholder rights, including convening meetings and making inquiries, with the company maintaining communication through general meetings, its website, and official reports - Shareholders holding not less than one-tenth of the company's paid-up capital have the right to request the convening of an extraordinary general meeting[232] - Shareholders can submit inquiries to the Board via email or post, and also ask questions directly at general meetings[237][239] Directors' Report The company's principal activities include investment holding and various entertainment businesses, recording a loss for the period, with no final dividend recommended by the Board Principal Activities and Financial Summary The company's principal activities include investment holding and various entertainment businesses, recording a loss for the period, with no final dividend recommended by the Board - The company's principal business is investment holding, with its subsidiaries' main activities detailed in Note 35 to the financial statements[248] - The Board does not recommend the payment of a final dividend for the year ended March 31, 2025[249] Major Customers and Suppliers The Group experienced high customer and supplier concentration, with the top five customers accounting for 75.82% of sales and the top five suppliers for 76.31% of procurement Concentration Metrics | Concentration Metric | Percentage of Total | | :--- | :--- | | Sales to Top Five Customers | 75.82% | | Sales to Largest Customer | 40.14% | | Purchases from Top Five Suppliers | 76.31% | | Purchases from Largest Supplier | 46.09% | Share Option Scheme A new share option scheme was adopted in February 2024, replacing the expired one, with 8,930,060 options granted this year, totaling 12,342,060 outstanding options as of March 31, 2025 - The company adopted a new share option scheme ("New Scheme") on February 8, 2024, to replace the expired old scheme[317] - As of March 31, 2025, the company had 12,342,060 outstanding share options, of which 8,930,060 were granted during the current year under the New Scheme[335][337] Connected Transactions The Group engaged in two discloseable continuing connected transactions: an IP licensing agreement with Star Overseas Limited (HKD 1.3 million paid) and a promotion service framework agreement with Shenzhen Xinfeng Wenchuan Development Co., Ltd - An IP licensing agreement was signed with Star Overseas Limited (wholly owned by Executive Director Ms. Amy Chow Man Kei) for "The New King of Comedy" IP, with HKD 1.3 million in royalties paid this year[344][354] - A promotion service framework agreement was signed with Shenzhen Xinfeng Wenchuan Development Co., Ltd., which holds a 49% equity stake in Xingfeng, a non-wholly owned subsidiary of the Group, for a term of two years[355][356] Environmental, Social and Governance Report The Board oversees ESG strategy and risk management, integrating key issues like data privacy, safety, and operational security into the enterprise risk management framework ESG Governance and Risk Management The Board oversees ESG strategy and risk management, integrating key issues like data privacy, safety, and operational security into the enterprise risk management framework - The Board assumes ultimate responsibility for ESG and has integrated ESG risks into the overall risk management system[385][388] - The four most material ESG issues identified this year are: personal data privacy protection, data security, occupational health and safety, and operational safety management[397][400] Environmental Aspects The Group's direct environmental impact is minimal, with reduced emissions and consumption due to cinema closures, while actively managing environmental risks and promoting green practices Environmental Performance Indicators | Environmental Performance Indicator | Unit | FY2025 | FY2024 | | :--- | :--- | :--- | :--- | | Greenhouse Gas Emissions (Scope 2) | tonnes of CO2 equivalent | 154 | 305 | | Non-hazardous Waste Generated | kg | 6,754 | 23,234 | | Electricity Consumption | kWh | 258,501 | 393,823 | - The Group has identified and formulated measures to address both physical risks (e.g., typhoons, floods) and transition risks (e.g., stricter regulations) posed by climate change[433] Social Aspects The Group prioritizes employee welfare, health, and safety, with increased headcount and reduced turnover, while upholding strict standards for data privacy, intellectual property, and anti-corruption Employee Data | Employee Data | FY2025 | FY2024 | | :--- | :--- | :--- | | Total Employees | 102 | 28 | | Employee Turnover Rate | 6.86% | 28.6% | - The Group strictly adheres to regulations concerning advertising, marketing, and intellectual property, and signs confidentiality agreements with all contractors and business partners to prevent infringement[478][486] - The Group has established an "Anti-Bribery/Anti-Corruption Policy" and maintains a zero-tolerance stance on unethical business practices such as corruption and bribery, with no corruption-related lawsuits found this year[494][495] Independent Auditor's Report The auditor issued an unmodified opinion on the financial statements but highlighted a material uncertainty regarding going concern due to multi-year losses and capital deficiency, with revenue recognition as a key audit matter Independent Auditor's Report The auditor issued an unmodified opinion on the financial statements but highlighted a material uncertainty regarding going concern due to multi-year losses and capital deficiency, with revenue recognition as a key audit matter - The auditor's opinion is unmodified, stating that the financial statements present a true and fair view[501] - The report emphasizes a "material uncertainty related to going concern," noting that the Group's multi-year losses, a net loss of HKD 23.262 million for the current year, and a capital deficiency of HKD 31.723 million may cast significant doubt on its ability to continue as a going concern; this matter does not affect the auditor's opinion[505][508] - A key audit matter is "Revenue from cinema investment and management business and film entertainment, new media development and licensing business," due to its material quantitative significance to the consolidated statement of profit or loss[511] Audited Consolidated Financial Statements This section provides detailed explanations and supplementary information for the consolidated financial statements, covering accounting policies, segment information, and key financial details Consolidated Statement of Profit or Loss Revenue increased by 55% to HKD 12.114 million, but higher administrative and share-based payment costs led to an expanded annual loss of HKD 23.262 million Consolidated Statement of Profit or Loss Summary (HKD thousand) | Item | FY2025 | FY2024 | | :--- | :--- | :--- | | Revenue | 12,114 | 7,848 | | Gross Profit | 6,165 | 4,323 | | Administrative Expenses | (20,244) | (13,241) | | Share-based Payments | (4,591) | – | | Loss for the Year | (23,262) | (12,073) | | Loss Attributable to Owners of the Company | (21,447) | (12,781) | | Basic Loss Per Share (HK cents) | (20.89) | (12.45) | Consolidated Statement of Financial Position Total assets increased to HKD 53.388 million, while total liabilities rose to HKD 85.111 million, resulting in an expanded capital deficiency of HKD 31.723 million Consolidated Statement of Financial Position Summary (HKD thousand) | Item | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Total Assets | 53,388 | 14,883 | | Current Assets | 52,425 | 14,271 | | Non-current Assets | 963 | 612 | | Total Liabilities | 85,111 | 28,796 | | Current Liabilities | 84,569 | 12,771 | | Non-current Liabilities | 542 | 16,025 | | Net Liabilities | (31,723) | (13,913) | | Total Capital Deficiency | (31,723) | (13,913) | Consolidated Statement of Cash Flows Net cash inflow from operating activities significantly improved to HKD 27.72 million, driven by advance production costs, with period-end cash and cash equivalents rising to HKD 40.226 million Consolidated Statement of Cash Flows Summary (HKD thousand) | Item | FY2025 | FY2024 | | :--- | :--- | :--- | | Net Cash from Operating Activities | 27,720 | (8,202) | | Net Cash from Investing Activities | 1 | 213 | | Net Cash Used in Financing Activities | (952) | (1,341) | | Increase/(Decrease) in Cash and Cash Equivalents | 26,769 | (9,330) | | Cash and Cash Equivalents at End of Period | 40,226 | 13,593 | Notes to the Consolidated Financial Statements This section provides detailed explanations and supplementary information for the consolidated financial statements, covering accounting policies, segment information, and key financial details - Note 2 explicitly states that, given the Group's multi-year losses and capital deficiency, there is a material uncertainty that may cast significant doubt on its ability to continue as a going concern[548][550] - Note 7 discloses segment information, indicating that revenue from film entertainment, new media development, and licensing businesses has surpassed that of traditional cinema investment and management businesses[825] - Note 26 explains the significant increase in "Other payables and accrued charges," primarily due to the inclusion of HKD 54.18 million in initial production costs received in advance from customers[952] Five-Year Financial Summary This chapter summarizes the Group's five-year financial performance (2021-2025), showing consistent losses and a net liability position since FY2023 Five-Year Financial Summary This chapter summarizes the Group's five-year financial performance (2021-2025), showing consistent losses and a net liability position since FY2023 Five-Year Financial Data Summary (HKD thousand) | Fiscal Year | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | 12,114 | 7,848 | 5,522 | 8,494 | 6,860 | | Loss Attributable to Owners of the Company | (21,447) | (12,781) | (9,030) | (13,779) | (21,488) | | Total Assets | 53,388 | 14,883 | 24,160 | 35,407 | 43,948 | | Total Liabilities | 85,111 | (28,796) | (26,280) | (30,760) | (35,127) |