(Incorporated in the Cayman Islands with limited liability) (Stock Code:1566) Annual Report 2017 The SEGA logo are either registered trademarks or trademarks of SEGA Holdings Co., Ltd. or its affi liates. China Animation Group is an Official Licencing Partner of SEGA Holdings Co., Ltd. or its affi liates. CONTENTS 2 Corporate Information 3 Financial Highlights 4 Corporate Profile 6 Chairman’s Statement 10 Management Discussion and Analysis 19 Biographical Details of Directors and Senior Management 23 Corporate Governance Report 34 Report of the Directors 48 Independent Auditor’s Report 53 Consolidated Statement of Profit or Loss and Other Comprehensive Income 54 Consolidated Statement of Financial Position 55 Consolidated Statement of Changes in Equity 56 Consolidated Statement of Cash Flows 58 Notes to the Consolidated Financial Statements 116 Five Years Financial Summary CORPORATE INFORMATION Registered Office Authorised Representatives Cricket Square Mr. ZHUANG Xiangsong (庄向松) Hutchins Drive Mr. LUK Sik Tat (陸適達) FCCA, FCPA P.O. Box 2681 Grand Cayman Company Secretary KY1-1111 Mr. LUK Sik Tat (陸適達) FCCA, FCPA Cayman Islands Hong Kong Share Registrar Principal Place of Business in Hong Kong Computershare Hong Kong Investor Services Limited Suites 2808-2811, Concordia Plaza Shops 1712–1716 1 Science Museum Road 17th Floor Hopewell Centre Tsim Sha Tsui East 183 Queen’s Road East Kowloon Wanchai Hong Kong Hong Kong Principal Place of Business in China China Animation Creative Industry Park Principal Share Registrar and Transfer (華夏動漫創意產業園) Office Youyi Road, Longcheng Street Conyers Trust Company (Cayman) Limited Longgang District Cricket Square Shenzhen Hutchins Drive The People’s Republic of China (“PRC”) P.O. Box 2681 Grand Cayman KY1-1111 Company’s Website Cayman Islands www.animatechina.com Auditor Executive Directors Deloitte Touche Tohmatsu Mr. ZHUANG Xiangsong (庄向松) 35/F, One Pacific Place Mr. TING Ka Fai Jeffrey (丁家輝) 88 Queensway Ms. LIU Moxiang (劉茉香) Hong Kong Independent Non-executive Directors Principal Bankers Mr. NI Zhenliang (倪振良) The Hongkong and Shanghai Banking Corporation Mr. TSANG Wah Kwong (曾華光) Limited Mr. HUNG Muk Ming (洪木明) Tsim Sha Tsui CVC Branch Audit Committee of our Board 82–84 Nathan Road Mr. TSANG Wah Kwong (曾華光) (Chairman) Kowloon, Hong Kong Mr. HUNG Muk Ming (洪木明) Mr. NI Zhenliang (倪振良) Hang Seng Bank Limited Chung On Street Branch Remuneration Committee of our Board 38 Chung On Street Mr. HUNG Muk Ming (洪木明) (Chairman) Tsuen Wan, New Territories Mr. TSANG Wah Kwong (曾華光) Hong Kong Mr. TING Ka Fai Jeffrey (丁家輝) Bank of China (Hong Kong) Limited Nomination Committee of our Board 56 and 58, Sai Kung Town Centre, Mr. ZHUANG Xiangsong (庄向松) (Chairman) 22-40 Fuk Man Road, Sai Kung, Mr. HUNG Muk Ming (洪木明) New Territories Mr. NI Zhenliang (倪振良) Hong Kong Investment Committee of our Board Mr. ZHUANG Xiangsong (庄向松) (Chairman) Ms. LIU Moxiang (劉茉香) Mr. TSANG Wah Kwong (曾華光) Mr. TING Ka Fai Jeffrey (丁家輝) Mr. WONG Yee Shuen Wilson (黃以信) FCPA 2 CHINA ANIMATION CHARACTERS COMPANY LIMITED ANNUAL REPORT 2017 FINANCIAL HIGHLIGHTS Revenue (HK$ million) Total Assets (HK$ million) 800 771 1,600 1,438 700 1,400 1,200 600 545 488 963 500 1,000 400 800 715 339 300 283 60060 200 40040 168 194 100 20020 0 0 2013 2014 2015 2016 2017 2013 2014 2015 2016 2017 Gross Profit (HK$ million) Profit (HK$ million) 300 140 131 267 250 120 110 100 95 200 187 85 165 168 80 76 150 126 660 100 440 50 220 0 0 20132013 20142014 201520155 2016202 16 2017202 17 2013 2014 2015 2016 2017 ANNUAL REPORT 2017 CHINA ANIMATION CHARACTERS COMPANY LIMITED 3 CORPORATE PROFILE The Group is engaged in multiline businesses in the animation related industry in the PRC, with the primary focus on the trading of animation derivative products (mainly toys) featuring renowned third-party owned animation characters for the Japanese market with the provision of value added services. This business represented the Group’s major revenue source during the year ended 31 March 2017. Most of the Group’s customers are Japanese companies which source animation derivative products for toy companies in Japan and leading outdoor theme parks in Japan. With a view to enhancing and diversifying the Group’s core business, the Group is developing the indoor theme park business in the PRC. The Group’s first project in this business is the operation of JOYPOLIS in Shanghai as the first licensed operator of JOYPOLIS in the PRC. During the year, the Group further expanded the indoor theme park business by the acquisition of CA Sega Joypolis Limited. The Group is now able to operate more indoor theme parks in additional cities on a global basis, namely Tokyo and Osaka in Japan, Dubai in the United Arab Emirates and Qingdao in the PRC. The Group is also equipped with in-house research and development capability in the creation and commercialisation of its proprietary animation characters. The Group’s proprietary animation character, “Violet” (紫嫣), is the first virtual artist which performed music animation concerts in the PRC by applying three dimensional mixed reality (MR) technologies. The Group has the intellectual property rights of several animation characters through acquisition or self-development. The Group intends to generate revenue from its proprietary animation characters through licensing and consignment sales. The Group also develops the multimedia animation entertainment business in the areas of (i) virtual reality technology; (ii) movie investment production; and (iii) online entertainment and mobile applications. These business initiatives form an extension of the Group’s core business and an integral part of the strategic progression in the animation industry with the objective of promoting and cross-selling different lines of business and creating synergies among them. 4 CHINA ANIMATION CHARACTERS COMPANY LIMITED ANNUAL REPORT 2017 CORPORATE PROFILE Shareholding and Corporate Structure as at 31 March 2017 Controlling shareholders Other shareholders Mr. Zhuang Other parties Xiangsong acting in and his spouse concert 41.96% 11.38% 46.66% China Animation Characters Company Limited (Cayman Island) China Animation Holding (BVI) 100% 100% 100% 100% 100% China China China Animation IP Network Animate Animation Theme (BVI) China BVI BVI Park BVI BVI (BVI) (BVI) (BVI) (BVI) 100% 100% 100% 100% 100% 85.1% Network China Animate China China Theme HK HK Walita Toys Animation HK CA Sega (Hong Kong) (Hong Kong) (Cambodia) Park HK (Hong Kong) (Hong Kong) (Japan) 100% 70% 100% 49% 100% Qianhai Huaxia 2% CAG Tactics Shenzhen Wald (PRC) SQE HK Animate Huajiatai PRC Qingdao (Hong Kong) (PRC) (PRC) (PRC) Trading business Multimedia Indoor theme park business entertainment business ANNUAL REPORT 2017 CHINA ANIMATION CHARACTERS COMPANY LIMITED 5 CHAIRMAN’S STATEMENT 6 CHINA ANIMATION CHARACTERS COMPANY LIMITED ANNUAL REPORT 2017 CHAIRMAN’S STATEMENT On behalf of the board (the “Board”) of directors of Development Plan China Animation Characters Company Limited (“China Animation” or the “Company”), I am pleased to I. Large-scale CA SEGA Joypolis present the results of the Company and its subsidiaries (the “Group”) for the year ended 31 March 2017 (the “Period China Animation intends to cooperate with We Park under Review”). (Hengqin) Development Company Limited (東西匯（橫琴） 發展有限公司) to develop the Zhuhai Hengqin JOYPOLIS Business Review indoor theme park, and has already finished the site inspection. The parties will cooperate to establish the CA During the Period under Review, the revenue of the SEGA JOYPOLIS theme park in Hengqin, Zhuhai. Group amounted to approximately HK$771 million, representing an increase of 41.5% as compared with On 26 May 2017, China Animation entered into an approximately HK$545 million for the year ended 31 agreement with Wu Xi Communications Industry Group March 2016. Without taking into account of (i) the loss on (無錫市交通產業集團) to jointly develop a commercial the Group’s investments in certain securities listed on The building with an area of approximately 88,000 square Stock Exchange of Hong Kong Limited of HK$15.7 million metres located at the Wuxi Central Station into China for the year ended 31 March 2017 (2016: a gain of Animation Science Industry Park (華夏動漫科創產業 HK$17.8 million); and (ii) the professional fees of HK$15.8 園) in Eastern China which will become a high-tech million incurred for the acquisition of CA Sega Joypolis entertainment world. Limited (“CA Sega”) for the year ended 31 March 2017, profit from core businesses of the Group amounted to Nationwide Layout of Culture and Business Travel HK$126.3 million, representing an increase of 36.4% as compared to HK$92.6 million for the year ended 31 With the combination of large-scale JOYPOLIS indoor March 2016. theme park, Wonder Forest, large-scale VR theme park, VR aviation and aerospace training centre and VR The improved revenue and increase in profit from core battlefield, it will be established as a national benchmark businesses were attributable to the grand opening of culture and scientific innovation demonstration base as Shanghai JOYPOLIS, which contributed to the significant well as a scientific innovation town which is ideal for increase in the number of visitors, as well as the Group’s living, business and travel. successful acquisition of four theme parks business of CA Sega in the world and its core brand, core research and development (R&D) team and intellectual properties (IP) on 1 January 2017. As such, the number of visitors recorded a significant year-on-year increase by 919.5%