Annual Report 2020 年 報 Annual Report 年報
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S H A W BROTHERS HOLDINGS LIMITED (Incorporated in the Cayman Islands with limited liability) Stock code: 00953 Annual Report 2020 年 報 Annual Report 年報 CONTENTS CONTENTS Corporate Information 2 Chairman’s Statement 3 Management Discussion and Analysis 5 Corporate Governance Report 9 Environmental, Social and Governance Report 25 Biographical Details of Directors and Senior Management 37 Directors’ Report 40 Independent Auditor’s Report 53 Consolidated Statement of Profit or Loss 58 Consolidated Statement of Profit or Loss and Other Comprehensive Income 59 Consolidated Statement of Financial Position 60 Consolidated Statement of Changes In Equity 62 Consolidated Statement of Cash Flows 63 Notes to the Consolidated Financial Statements 65 Five Years Financial Summary 122 ANNUAL REPORT 2020 SHAW BROTHERS HOLDINGS LIMITED 1 — CORPORATE INFORMATION CORPORATE INFORMATION BOARD OF DIRECTORS REGISTERED OFFICE CHAIRMAN AND NON-EXECUTIVE DIRECTOR Cricket Square, Hutchins Drive Mr. Li Ruigang P.O. Box 2681, Grand Cayman KY1-1111 Cayman Islands EXECUTIVE DIRECTOR PRINCIPAL PLACE OF BUSINESS IN HONG KONG Miss Lok Yee Ling Virginia 19/F., Leighton Centre NON-EXECUTIVE DIRECTOR 77 Leighton Road Causeway Bay Mr. Hui To Thomas Hong Kong INDEPENDENT NON-EXECUTIVE DIRECTORS STOCK CODE Mr. Pang Hong Mr. Poon Kwok Hing Albert 00953 Miss Szeto Wai Ling Virginia CAYMAN ISLANDS PRINCIPAL SHARE REGISTRAR BOARD COMMITTEES AND TRANSFER AGENT EXECUTIVE COMMITTEE Suntera (Cayman) Limited Suite 3204, Unit 2A, Block 3, Building D Miss Lok Yee Ling Virginia (Committee Chairman) P.O. Box 1586, Gardenia Court Mr. Hui To Thomas Camana Bay, Grand Cayman KY1-1100, Cayman Islands AUDIT COMMITTEE Mr. Poon Kwok Hing Albert (Committee Chairman) HONG KONG BRANCH SHARE REGISTRAR AND Mr. Pang Hong TRANSFER OFFICE Miss Szeto Wai Ling Virginia Tricor Investor Services Limited REMUNERATION COMMITTEE Level 54, Hopewell Centre 183 Queen’s Road East Miss Szeto Wai Ling Virginia (Committee Chairman) Hong Kong Mr. Pang Hong Mr. Poon Kwok Hing Albert AUDITOR NOMINATION COMMITTEE SHINEWING (HK) CPA Limited Mr. Pang Hong (Committee Chairman) LEGAL ADVISER TO CAYMAN ISLANDS Mr. Poon Kwok Hing Albert Miss Szeto Wai Ling Virginia Conyers Dill & Pearman, Cayman COMPANY SECRETARY PRINCIPAL BANKERS Miss Chan Yin Yi Annie Shanghai Commercial Bank Limited Standard Chartered Bank (Hong Kong) Limited AUTHORISED REPRESENTATIVES WEBSITE Miss Lok Yee Ling Virginia Miss Chan Yin Yi Annie www.shawbrotherspictures.com 2 SHAW BROTHERS HOLDINGS LIMITED ANNUAL REPORT 2020 — CHAIRMAN’S STATEMENT CHAIRMAN’S STATEMENT Dear Shareholders, On behalf of the Board of Directors of Shaw Brothers Holdings Limited (the “Company”), I am pleased to present the results of the Company and its subsidiaries (the “Group”) for the year ended 31 December 2020. The Group recorded a downturn in the profit attributable to owners of the Company from RMB17,891,000 in 2019 to RMB2,263,000 for the year, representing a decrease of approximately 87%. The decrease in profit was mainly attributable to the decline in revenue during the year. In general, business environment was severely affected by the global outbreak of the Coronavirus Disease 2019 (“COVID-19”) and the subsequent virus control and prevention measures implemented. BUSINESS REVIEW Despite the impact of COVID-19, the Group has continued our strategy of producing quality film and TV contents. Such strategy has earned us recognition from audiences in Mainland China. Our co-produced movie “Line Walker 2: Invisible Spy” has won the “Golden Angel Award Films” at the 16th Chinese American Film 《使徒行者之諜影行動》 Festival. In 2020, we continue to leverage our content development capabilities and artists resources to develop premium TV content through collaboration with industry partners. On television front, our co-produced TV series “Flying Tiger 2” was broadcasted through myTV SUPER and TVB Jade, the OTT platform and free-to-air channel 《飛虎之雷霆極戰》 in Hong Kong under TVB respectively. “Flying Tiger 2” was well received by the Hong Kong market and has received the title of “Best Web Series” in the Chinese American Television Festival of 2020. “Impossible Three” , an 《非凡三俠》 action-comedy series co-produced by the Group, was released on Alibaba’s Youku platforms, myTV SUPER (優酷) and TVB Jade in the second half of 2020. The six-episode online TV drama has received positive recognition from audiences for its innovation and excitement. During the National Day Holiday in 2020, “Leap” , a highly anticipated movie invested by the Group, recorded 《奪冠》 box office receipts of more than RMB800 million in mainland China. The movie tells the heartwarming story of Chinese women’s national volleyball team spreading over more than 40 years. The outbreak of COVID-19 has affected the Group’s operation in the artiste and event management segment. A significant amount of the commercial activities and artists performance in this business unit have been suspended or postponed. The Group’s revenues from this segment in 2020 has been adversely affected accordingly. ANNUAL REPORT 2020 SHAW BROTHERS HOLDINGS LIMITED 3 — CHAIRMAN’S STATEMENT OUTLOOK AND PROSPECT COVID-19 has caused unprecedented challenges to worldwide economy. Nevertheless, the Group has upheld its social responsibilities, taken active measures to mitigate the negative impact of the pandemic, and continued to devote our expertise to overcome those challenges caused by the pandemic outbreak. “Flying Tiger 3” , the latest addition to the “Flying Tiger” series of action crime starring Michael Miu 《飛虎之壯志英雄》 , Bosco Wong and Ron Ng , is in the post production stage. Projects under development (苗僑偉) (黄宗澤) (吳卓羲) include which is a TV-drama series in the crime and action genre. 《廉政狙擊》 Looking ahead, I am confident that our experienced management team will continue to explore business opportunities in the films, drama and non-drama productions and artiste management sectors in both Hong Kong and mainland China. Moreover, we will continue to coordinate among our business segments and work with our external partners to improve our competitive advantage, with increasing shareholders’ value as a cornerstone. APPRECIATION Last but not the least, I would like to take this opportunity to express my appreciation to our valuable shareholders, business partners and audiences for their trust and continued support. I hereby express my sincere gratitude to all our Directors for their contributions, and the employees of the Group for their relentless commitment and creative ideas, which have contributed to the success of the Group and led to the sustainable development of our business. Shaw Brothers Holdings Limited Li Ruigang Chairman Hong Kong, 22 March 2021 4 SHAW BROTHERS HOLDINGS LIMITED ANNUAL REPORT 2020 — MANAGEMENT DISCUSSION AND ANALYSIS MANAGEMENT DISCUSSION AND ANALYSIS BUSINESS REVIEW The Group’s revenue decreased from RMB302,227,000 in 2019 to RMB114,373,000 in 2020, representing a decrease of 62%. The following table sets out the revenue of the Group for the year as well as for 2019. 2020 2019 RMB’000 RMB’000 Films, drama and non-drama 84,530 262,851 Artiste and event management 28,680 34,717 Others 1,163 4,659 114,373 302,227 Films, Drama and Non-drama The second cop thriller sequel titled “Flying Tiger 2” headlined by Michael Miu , Bosco 《飛虎之雷霆極戰》 (苗僑偉) Wong , Kenneth Ma and Ron Ng was telecasted on TVB platform in the first half of (黄宗澤) (馬國明) (吳卓羲) 2020 which attracted strong viewing rating on Jade. The drama was also released on Youku, the leading video streaming platform in the mainland China, and won the “Best Web Series” TV drama at the 16th Chinese American Television Festival 2020. Due to the outbreak of COVID-19, the movie “Leap” which the Group invested and originally scheduled for 《奪冠》 release in the Chinese New Year in mainland China was postponed to release on the National Day. In 2019, a musical comedy movie adapted from the popular Off-Broadway show “I Love You, You’re Perfect, Now Change!” 《你 咪 理,我 was released in Chinese New Year, another film “Line Walker 2: Invisible Spy” 2 was 愛 你!》 《使徒行者 :諜影行動》 released across mainland China and Hong Kong theatres in August 2019. “Line Walker 2: Invisible Spy” was awarded the “Golden Angel Award Films” at the 16th Chinese American Film Festival 2020. TV online drama “Impossible Three” played by Bosco Wong , Julian Cheung Chi-lam 《非凡三俠》 (黄宗澤) (張 and Chrissie Chau was released on Youku and TVB platform in November and December 2020 智霖) (周秀娜) respectively. Riding on the success of the “Flying Tiger” drama series, the Group commenced the shooting of the third “Flying Tiger” sequel titled “Flying Tiger 3” led by Bosco Wong , Michael Miu , Ron 《飛虎之壯志英雄》 (黄宗澤) (苗僑偉) Ng , Eddie Cheung , Joe Ma and Roger Kwok in July 2020. This TV online (吳卓羲) (張兆輝) (馬德鐘) (郭晉安) drama is scheduled to released on the Youku platform in the fourth quarter of 2021. Artiste and Event Management The outbreak of COVID-19 had affected the Group’s operation in the artiste and event management segment as commercial activities and artists performance had either been suspended or postponed. The Group’s revenues from this segment in 2020 has been adversely affected. During the year, there are 86 artistes under management of the Group. The turnover recorded a decrease of approximately 17% from RMB34,717,000 for the last year to RMB28,680,000 in the current year. ANNUAL REPORT 2020 SHAW BROTHERS HOLDINGS LIMITED 5 — MANAGEMENT DISCUSSION AND ANALYSIS FINANCIAL REVIEW The revenue of the Group decreased from RMB302,227,000 in 2019 to RMB114,373,000 in 2020, representing a decrease of 62%. Profit attributable to the owners of the Company was decreased by 87% to RMB2,263,000 in 2020. The decrease was mainly due to the reduced contribution from films and drama, and artiste and event management segment during the year. The outbreak of COVID-19 since early 2020 has dented the sentiment in Hong Kong and mainland China’s entertainment industry as a whole.