Kuke Music(KUKE) - 2023 Q4 - Annual Report

PART I ITEM 3: KEY INFORMATION This section details Kuke Music's VIE structure for China operations, associated risks, cash flow mechanisms, regulatory permissions, HFCAA status, and consolidated financial data Holding Company Structure and Contractual Arrangements Kuke Music operates in China via a VIE structure due to foreign investment restrictions, controlling VIEs through contractual agreements, a setup that carries significant untested legal risks - Kuke Music Holding Limited is a Cayman Islands holding company that operates in China through a VIE structure to comply with PRC foreign investment restrictions[15] - Control over the VIEs (Beijing Kuke Music and BMF Culture) is established through a series of contractual arrangements, not direct equity ownership[19] - Key contractual agreements include Powers of Attorney, Equity Interest Pledge Agreements, Exclusive Consulting Service Agreements, and Exclusive Option Agreements, which allow Kuke to control the VIEs and consolidate their financial results[20][22][24] - The company acknowledges substantial uncertainties regarding the interpretation of PRC laws, and the VIE structure could be disallowed by regulators, potentially rendering the company's securities worthless[31][32] Cash Flows, Asset Transfers, and Dividend Distribution Kuke Music's dividend and debt servicing capacity relies on PRC subsidiary and VIE cash transfers, subject to foreign exchange controls, with no service fees charged by WFOEs to VIEs in recent years and no dividends paid to date - Cash transfers within the organization occur via capital contributions, intercompany loans, and service fees, but are subject to PRC foreign exchange controls and statutory limits[33][42] - In 2021, 2022, and 2023, the WFOEs did not charge any service fees to the VIEs under the contractual arrangements[35] - The company has never paid dividends and does not expect to in the foreseeable future, intending to retain earnings for business operations and expansion[37] - Dividends from PRC subsidiaries to the Hong Kong holding companies are subject to a 10% withholding tax, potentially reducible to 5% under the tax treaty, but this is subject to approval by tax authorities[37][38] Required PRC Permissions and Approvals Kuke Music's PRC entities hold necessary operational licenses but face uncertainty from new CSRC rules requiring filing for overseas offerings, with non-compliance risking severe penalties - The company and its VIEs have obtained requisite operational licenses, including the Internet Content Provider License and Online Culture Operating Permit[43] - New CSRC rules effective March 31, 2023, require domestic companies, including those with VIE structures, to complete filing procedures for overseas securities offerings[44] - The company believes it is unlikely to be subject to a cybersecurity review by the CAC for future offerings as it does not anticipate collecting personal information from over one million users[44] The Holding Foreign Companies Accountable Act (HFCAA) Kuke Music, previously an HFCAA "Commission-Identified Issuer" due to auditor non-inspection, expects removal from the list after appointing a PCAOB-inspected US auditor and the PCAOB gaining full access - The company was named a "Commission-Identified Issuer" under the HFCAA in June 2022 because its former auditor (Ernst & Young, Hong Kong) was not inspectable by the PCAOB at the time[45] - Effective November 17, 2022, the company appointed Yu Certified Public Accountant, P.C. (Yu CPA), a US-based firm subject to PCAOB inspection, as its new independent auditor[45] - The PCAOB vacated its determination of non-inspection in December 2022. Due to this and the change in auditor, Kuke does not expect to be identified as a "Commission-Identified Issuer" going forward[45] VIE Financial Information This section presents condensed consolidated financial data for Kuke Music's VIEs, showing RMB 99.0 million revenue and a RMB 25.2 million comprehensive loss in 2023, with assets of RMB 253.2 million and liabilities of RMB 577.2 million Selected Financial Data for VIEs and Subsidiaries (2023) | Category | The VIEs and VIEs' Subsidiaries (RMB in millions) | | :--- | :--- | | Revenue | 99.0 | | Total comprehensive loss for the year | (25.2) | | Total Assets (as of Dec 31, 2023) | 253.2 | | Total Liabilities (as of Dec 31, 2023) | 577.2 | Selected Financial Data for VIEs and Subsidiaries (2022 vs 2021) | Category | 2022 (RMB in millions) | 2021 (RMB in millions) | | :--- | :--- | :--- | | Revenue | 111.6 | 288.8 | | Total comprehensive (loss)/income | (857.5) | 25.8 | | Total Assets (as of year-end) | 246.0 | 1.06 billion | | Total Liabilities (as of year-end) | 540.4 | 496.5 | Risk Factors Kuke Music faces diverse risks including heavy reliance on Naxos, VIE structure challenges, PRC regulatory uncertainties, and ADS price volatility with limited shareholder voting rights - Business Risks: Heavy reliance on Naxos for content (over 99% of audio albums), challenges in controlling content costs, attracting and retaining customers for its various services, and the lingering effects of the COVID-19 pandemic on operations[70][75][78] - Corporate Structure Risks: The VIE structure may be challenged by PRC authorities, potentially leading to severe penalties or loss of control over operations. The contractual arrangements are not as effective as direct ownership and may be difficult to enforce[196][203] - China-Specific Risks: The PRC government can exert substantial influence over operations, and changes in laws can occur rapidly. There are uncertainties with the legal system, and restrictions on currency conversion limit the ability to transfer funds out of China[231][234][278] - ADS Risks: The dual-class share structure gives significant voting control (79.1%) to the CEO and a director, limiting the influence of other shareholders. The ADS price is subject to volatility, and there is a risk of being classified as a Passive Foreign Investment Company (PFIC), leading to adverse U.S. tax consequences[284][290][316] ITEM 4: INFORMATION ON THE COMPANY This section provides a comprehensive overview of Kuke Music's history, core business segments (licensing, education, live events), content library, NFT platform investment, and organizational structure including VIEs History and Development of the Company Kuke Music, founded in 2002 and incorporated in 2019, saw key developments including a Naxos joint venture, VIE structure implementation, BMF acquisition, and NYSE listing in 2021 - The company was founded in 2002, incorporated in the Cayman Islands in 2019, and listed on the NYSE in January 2021[335] - Key corporate actions include establishing the VIE structure in 2018 and acquiring BMF in February 2020 to enter the live classical music events business[336][337] Business Overview Kuke Music operates a classical music platform across licensing, smart education, and live events, leveraging a 3.06 million track library, serving 880+ institutions, and exploring blockchain via an NFT platform - The company operates three main business lines: music licensing/subscription, smart music learning, and live classical music events[340][347] - As of December 31, 2023, the company's content library included approximately 3.06 million music tracks, with over 99% of audio content licensed from Naxos[341][348] - The company serves over 880 institutional subscribers, including universities and public libraries, and licenses content to major digital platforms like Tencent Music and NetEase Cloud Music[342][355] - In 2023, the company acquired a 49% equity interest in KOLO, a classical music-focused NFT platform, to explore monetization through blockchain technology[365] Organizational Structure Kuke Music operates its PRC business through a VIE structure, where WFOEs control VIEs via contractual arrangements, enabling financial consolidation despite no direct equity ownership - The company utilizes a VIE structure where its PRC subsidiaries (WFOEs) control its operating entities (VIEs) through contractual agreements[465] - This structure is necessary to comply with PRC laws restricting foreign ownership in value-added telecommunication and internet audio-video services[465] ITEM 5: OPERATING AND FINANCIAL REVIEW AND PROSPECTS This section analyzes Kuke Music's 2023 financial performance, noting a 7.1% revenue decrease to RMB 106.9 million, a 192.3% gross profit increase to RMB 50.6 million, and a net loss of RMB 65.8 million, alongside liquidity and critical accounting estimates Operating Results Kuke Music's 2023 revenue declined 7.1% to RMB 106.9 million, despite licensing growth, while gross profit surged 192.3% to RMB 50.6 million, and net loss significantly narrowed to RMB 65.8 million Consolidated Statement of Profit or Loss (2021-2023) | Item (RMB in millions) | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | | Revenue | 106.9 | 115.1 | 295.9 | | Gross Profit | 50.6 | 17.3 | 169.9 | | Operating Loss | (58.8) | (884.6) | (50.5) | | Loss for the year | (65.8) | (896.9) | (59.6) | Revenue by Segment (2022 vs 2023) | Segment (RMB in millions) | 2023 | 2022 | % Change | | :--- | :--- | :--- | :--- | | Licensing and subscription | 69.4 | 47.0 | +47.9% | | Smart music learning | 34.2 | 37.2 | -8.3% | | Live classical music events | 3.3 | 30.9 | -89.2% | | Total | 106.9 | 115.1 | -7.1% | - The net loss for 2023 was RMB 65.8 million, a significant improvement from the RMB 896.9 million loss in 2022, which was primarily driven by large impairment charges on assets in that year[522] Liquidity and Capital Resources As of December 31, 2023, Kuke Music held RMB 7.6 million in cash, with net cash used in operations at RMB 20.8 million, net cash from financing at RMB 23.1 million, and significantly reduced capital expenditures Summary of Cash Flows (RMB in millions) | Cash Flow Activity | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | | Net cash from/(used in) operating activities | (20.8) | (26.5) | 64.7 | | Net cash used in investing activities | (0.2) | (38.5) | (291.2) | | Net cash from financing activities | 23.1 | 11.3 | 259.8 | | Cash and cash equivalents at year-end | 7.6 | 5.4 | 59.0 | - Capital expenditures decreased significantly to RMB 4.9 million in 2023, compared to RMB 46.4 million in 2022 and RMB 295.5 million in 2021[553] Critical Accounting Estimates Kuke Music's critical accounting estimates involve significant judgment in goodwill impairment testing, expected credit loss provisions for trade receivables, and the recoverability of deferred tax assets - Goodwill impairment testing is a critical estimate. A quantitative assessment in 2022 resulted in a significant impairment of RMB 237.2 million, primarily allocated to the "Music events and performances business" CGU[564][565] - The company uses a provision matrix to calculate Expected Credit Losses (ECLs) for trade receivables, which requires significant estimates based on historical data and forward-looking economic conditions[569][570] - Recognizing deferred tax assets requires management judgment regarding the likelihood and timing of future taxable profits[571][572] ITEM 6: DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES This section outlines Kuke Music's leadership, including CEO He Yu, executive compensation of RMB 4.2 million in 2023, governance committees, 108 employees, and the dual-class share structure granting significant voting power to key individuals - The company is led by founder, CEO, and Chairman He Yu. The board includes prominent figures such as Lung Yu, a preeminent Chinese conductor and founder of the Beijing Music Festival[576][578] - In 2023, the aggregate cash compensation for executive officers was RMB 4.2 million (US$0.6 million)[591] - The company has a dual-class share structure. As of the report date, CEO He Yu and Director Lung Yu beneficially own all Class B shares, representing a combined 73.39% of the aggregate voting power[290][617] - As of December 31, 2023, the company had 108 full-time employees, a decrease from 118 in 2022 and 173 in 2021[611] ITEM 7: MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS This section directs readers to Item 6.E for major shareholder details and to Item 4.C and Item 3 for related party transactions, including VIE contractual arrangements - Information on major shareholders is detailed under "Item 6.E Share Ownership"[627] - Details on related party transactions, primarily the contractual arrangements with the VIEs, are described in "Item 4.C Organizational Structure" and "Item 3 Key Information"[627] ITEM 8: FINANCIAL INFORMATION This section confirms the inclusion of audited consolidated financial statements, absence of material legal proceedings, and a dividend policy focused on retaining earnings for business expansion - The company's audited consolidated financial statements are appended to the annual report[629] - The company has no present plan to pay cash dividends and intends to retain future earnings to fund business growth[631] ITEM 10: ADDITIONAL INFORMATION This section details Kuke Music's corporate governance, including its dual-class share structure, and outlines tax implications for investors in the Cayman Islands, PRC, and the US, particularly regarding PFIC risk - The company has a dual-class share structure: Class A shares have one vote each, while Class B shares have ten votes each and are convertible into Class A shares[638][641] - The company is an exempted company in the Cayman Islands and is not subject to profits, income, or gains tax there[661] - There is a risk that the company could be classified as a PRC resident enterprise, which would subject it to PRC tax on its worldwide income and potentially require it to withhold PRC tax on dividends paid to non-PRC shareholders[663][665] - For U.S. federal income tax purposes, there is a significant risk that the company may be classified as a Passive Foreign Investment Company (PFIC, which could result in adverse tax consequences for U.S. Holders of its ADSs or shares[684][686] ITEM 11: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Kuke Music faces market risks including foreign currency fluctuations between RMB and USD, interest rate changes affecting financial instruments, and credit risk from counterparty defaults - The company faces foreign currency risk as its operations are in Renminbi while its ADSs are traded in U.S. dollars[705] - Credit risk exists from operating activities and deposits with financial institutions, representing the risk of counterparty default[707] PART II ITEM 15: CONTROLS AND PROCEDURES As of December 31, 2023, Kuke Music's disclosure controls and internal control over financial reporting were ineffective due to material weaknesses in accounting personnel expertise and expected credit loss calculation controls - Management concluded that as of December 31, 2023, the company's disclosure controls and internal control over financial reporting were not effective[716][720] - Two material weaknesses were identified: (1) lack of sufficient accounting personnel with IFRS/SEC expertise, and (2) insufficient controls for calculating expected credit loss on financial assets[720][722] - While some remedial measures were implemented in 2022 and 2023, the material weaknesses were not fully remediated as of December 31, 2023[723][724] ITEM 16: CORPORATE GOVERNANCE AND OTHER DISCLOSURES This section details Kuke Music's corporate governance, including its audit committee financial expert, code of conduct, accountant fees, and HFCAA disclosures regarding auditor inspection status - The board has an "audit committee financial expert," Li Song, who is an independent director[726] - The company has adopted a code of business conduct and ethics applicable to all directors, officers, and employees[727] - Disclosure under HFCAA confirms that while the former auditor for FY2021 was on the PCAOB's non-inspection list, the PCAOB vacated this determination in December 2022 after securing full access[735] PART III ITEM 18: FINANCIAL STATEMENTS This section confirms the inclusion of Kuke Music's full audited consolidated financial statements for the year ended December 31, 2023, as required by Item 18 - The company has provided its audited consolidated financial statements for the year ended December 31, 2023, pursuant to Item 18[739][740] ITEM 19: EXHIBITS This section lists all exhibits filed with the annual report, including corporate governance documents, material contracts like VIE and licensing agreements, and required certifications - A comprehensive list of exhibits is provided, including corporate governance documents, material contracts (such as VIE and licensing agreements), and required certifications[741][742][743]