凯撒文化(002425) - 2025 Q2 - 季度财报

Important Notes, Table of Contents, and Definitions Important Notes 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] - The company's responsible person, chief accountant, and accounting department head declare the financial report is true, accurate, and complete[5] - The company plans not to distribute cash dividends, bonus shares, or convert capital reserves into share capital[6] Table of Contents 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 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] - The actual controllers are natural persons Zheng Heming and Chen Yuqin, a married couple[14] - The reporting period refers to January 1, 2025, to June 30, 2025[14] Company Profile and Key Financial Indicators I. Company Profile 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 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] - 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] III. Other Information 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] - The company's website is http://www.kaiser.com.cn, and its email is ks002425@kaiser.com.cn[18] - 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 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 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] - 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] VI. Non-Recurring Gains and Losses Items and Amounts 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] Management Discussion and Analysis I. Company's Main Business Activities During the Reporting Period 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] - 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][30] - 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][31] (I) Company's Main Business 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] - Its main business is cultural entertainment, specifically including copyright operations, and online game R&D and operations[29] - Currently, the main revenue comes from mobile online games[29] (II) Company's Main Operating Model 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] - Under the self-operation model, the company is responsible for product marketing, operations, payment, server support, etc., recognizing revenue after deducting channel fees[29] - 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] - The IP copyright operation model generates copyright revenue by acquiring and sub-licensing IP copyrights, or by licensing already developed games for operation[30][31] (III) Key Performance Drivers During the Reporting Period 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] - 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] - 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] 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 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] - "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] - 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] - 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] 2. IP Business 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] - It possesses top Japanese IP resources such as "Saint Seiya", "All-Star Awakening", "Ultraman", "One Piece", and "Yu Yu Hakusho"[34][35] - In the domestic animation and novel fields, it holds game adaptation rights for popular IPs such as "The Outcast" and "Shrouding the Heavens"[36] - 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] 1. Industry Status 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] - 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] 2. Impact of Industry Policies on the Industry 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] - 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] - The game industry will continue to actively assume social responsibility, promote the protection of minors, and adhere to correct value guidance[38] 3. Company's Industry Position 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] - 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] - 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] II. Analysis of Core Competencies 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] - 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] - Deep cooperation with leading platforms such as Tencent, Alibaba, ByteDance, Kuaishou, and 360 expands revenue growth potential[42] - 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] III. Analysis of Main Business 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] - Labor costs increased by 48.33% year-on-year, primarily due to increased maintenance costs for new game projects[53] IV. Analysis of Non-Main Business 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 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] VI. Analysis of Investment Status 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][64] 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] - 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] VII. Significant Asset and Equity Sales 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] - The company did not sell significant equity during the reporting period[73] VIII. Analysis of Major Holding and Participating Companies 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] IX. Information on Structured Entities Controlled by the Company 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] X. Risks Faced by the Company and Countermeasures 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] - Industry policy risk: Game products require publication license approval for launch, posing risks of non-compliance with content regulations[75] - Technology risk: The game industry experiences rapid product iteration, necessitating close alignment with technological development trends[76] - Game product R&D and operation failure risk: Products may not adapt to the market or operations may fall short of expectations[77] - Core personnel loss risk: The stability of core technical and operational talent is crucial for the company's development[78] - 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] XI. Implementation of Market Value Management System and Valuation Enhancement Plan 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] - The plan includes focusing on the main business, emphasizing shareholder returns, establishing long-term incentive mechanisms, and utilizing market value management tools[81] XII. Implementation of the "Quality and Return Dual Enhancement" Action Plan 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] Corporate Governance, Environment, and Society I. Changes in Directors, Supervisors, and Senior Management 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 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] III. Implementation of Equity Incentive Plans, Employee Stock Ownership Plans, or Other Employee Incentive Measures 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] 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] IV. Environmental Information Disclosure 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] V. Social Responsibility 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] - During the reporting period, the company jointly carried out poverty alleviation and relief visits and condolences with the Longhu District Industrial Park[89] - 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][90] 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 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] - 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] - 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][93] - The company committed to distributing no less than 20% of the distributable profit in cash annually, and this dividend commitment is being fulfilled[93] II. 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. - During the reporting period, there was no non-operating fund occupation by controlling shareholders and other related parties of the listed company[94] III. Irregular External Guarantees The company had no irregular external guarantees during the reporting period. - The company had no irregular external guarantees during the reporting period[95] IV. Appointment and Dismissal of Accounting Firms The company's semi-annual financial report was unaudited. - The company's semi-annual financial report was unaudited[96] V. Board of Directors' and Supervisory Board's Explanations on the Accounting Firm's "Non-Standard Audit Report" for the Current Period 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] VI. Board of Directors' Explanations on the "Non-Standard Audit Report" for the Previous Year 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] VII. Bankruptcy Reorganization Matters The company had no bankruptcy reorganization matters during the reporting period. - The company had no bankruptcy reorganization matters during the reporting period[97] VIII. Litigation Matters 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] 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 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] X. Integrity Status of the Company, its Controlling Shareholder, and Actual Controller 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] XI. Significant Related-Party Transactions 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][102][103][104] - 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] - 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] - 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] XII. Significant Contracts and Their Performance 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][111] - 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][114][115][116] - As a lessee, the company leased multiple office spaces in Chengdu, Shenzhen, Hong Kong, Beihai, and Shanghai[117][118][119] 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] XIII. Explanation of Other Significant Matters 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] XIV. Significant Matters of Company Subsidiaries 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] Share Changes and Shareholder Information I. Share Capital Changes 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] II. Securities Issuance and Listing 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] III. Number of Shareholders and Shareholding Information 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] 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] - The sole shareholder of the second largest shareholder, Zhikai Co., Ltd., is Ms. Chen Yuqin[134] IV. Changes in Shareholdings of Directors, Supervisors, and Senior Management 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] V. Changes in Controlling Shareholder or Actual Controller 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] - The company's actual controller did not change during the reporting period[137] VI. Preferred Share Information The company had no preferred shares during the reporting period. - The company had no preferred shares during the reporting period[138] Bond-Related Matters Bond-Related Matters The company had no bond-related matters during the reporting period. - The company had no bond-related matters during the reporting period[140] Financial Report I. Audit Report The company's semi-annual financial report was unaudited. - The company's semi-annual financial report was unaudited[142] II. Financial Statements 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] - 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][145][146] - 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][154] - 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][159] III. Company Basic Information 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] - The company's share capital increased multiple times through capital increases and issuances, reaching 956,665,066 Yuan as of November 13, 2020[176][177][178][179][180] - The company's industry is internet and related services, primarily engaged in the R&D, operation, and distribution of pan-entertainment related products[181] - These financial statements and notes were approved by the company's Eighth Board of Directors at its Seventeenth Meeting on August 26, 2025[182] IV. Basis of Financial Statement Preparation 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] - 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] - 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] V. Significant Accounting Policies and Accounting Estimates 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] - 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] - 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] - 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][312] VI. Taxation 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] - Chengdu Zhidian Century Network Technology Co., Ltd. enjoys a 15% income tax rate under the Western Region Encouraged Industry Enterprise tax preferential policy[338] VII. Notes to Consolidated Financial Statement Items 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] - 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][479] - 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] VIII. Research and Development Expenses 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 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] - The company had no business combinations under common control during the reporting period[613] - The company had no transactions achieving business combinations in stages through multiple transactions and obtaining control during the reporting period[613] - The company had no transactions or events resulting in the loss of control over subsidiaries during the reporting period[617] X. Interests in Other Entities 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][620] 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 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][634] XII. Risks Related to Financial Instruments 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] - The company faces credit risk, liquidity risk, and market risk (including interest rate risk and exchange rate risk)[636] - The company manages risks through diversified investments, monitoring customer credit, maintaining sufficient cash and standby funds, and prudently managing interest-bearing debt[637][638][640] - As of June 30, 2025, the company's unused bank borrowing limit was 47 Million Yuan[640] - As of June 30, 2025, the company's asset-liability ratio was 12.55% (December 31, 2024: 11.54%)[648] XIII. Disclosure of Fair Value 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