ALIPICTURES：AnnualReport202021.pdf

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1、2020/21ANNUAL REPORT2020/21年 度 報 告2020 21CONTENTS12020/21 年度報告ANNUAL REPORTPAGECorporate Information2Chairmans Statement3Management Discussion and Analysis5Biographical Information of Directors and Senior Management16Directors Report19Corporate Governance Report75Environmental,Social and Governance

2、Report102Independent Auditors Report126Consolidated Statement of Profit or Loss137Consolidated Statement of Comprehensive Income138Consolidated Balance Sheet139Consolidated Statement of Changes in Equity141Consolidated Statement of Cash Flows142Notes to the Consolidated Financial Statements144Financ

3、ial Summary246CORPORATE INFORMATION22020/21 年度報告ANNUAL REPORTBOARD OF DIRECTORSExecutive DirectorsMr.Fan Luyuan(Chairman&Chief Executive Officer)Mr.Li Jie(President)Mr.Meng Jun(Chief Financial Officer)Non-Executive DirectorMr.Xu HongIndependent Non-Executive DirectorsMs.Song LixinMr.Tong XiaomengMr.

4、Johnny ChenEXECUTIVE COMMITTEEMr.Fan Luyuan(Committee Chairman)Mr.Li JieMr.Meng JunAUDIT COMMITTEEMr.Johnny Chen(Committee Chairman)Ms.Song LixinMr.Tong XiaomengREMUNERATION COMMITTEEMr.Tong Xiaomeng(Committee Chairman)Mr.Fan LuyuanMs.Song LixinNOMINATION COMMITTEEMr.Fan Luyuan(Committee Chairman)Mr

5、.Tong XiaomengMr.Johnny ChenCOMPANY SECRETARYMs.Lew Aishan NicoleSOLICITORMayer BrownAUDITORPricewaterhouseCoopersCertified Public Accountants and Registered PIE AuditorWEBSITEPRINCIPAL BANKERSChina CITIC Bank International LimitedChina Merchants Bank Co.,Ltd.Bank of Communications Co.,Ltd.The Hongk

6、ong and Shanghai Banking Corporation LimitedCitibank(China)Co.,Ltd.East West BankJPMorgan Chase Bank,N.A.REGISTERED OFFICEClarendon House,2 Church StreetHamilton HM 11,BermudaHEAD OFFICE AND PRINCIPAL PLACE OF BUSINESS IN HONG KONG26/F,Tower One,Times Square,1 Matheson StreetCauseway Bay,Hong Kong T

7、elephone:(852)2215 5428Facsimile:(852)2215 5200BEIJING OFFICEBlock B,Wangjing,Ali Center,Building 4,Zone 4,Wangjing East Park,Chaoyang District,Beijing,ChinaPostal Code:100020Telephone:(86)10 5885 1881Facsimile:(86)10 5697 2838PRINCIPAL SHARE REGISTRAR AND TRANSFER OFFICEMUFG Fund Services(Bermuda)L

8、imited4th Floor North Cedar House,41 Cedar Avenue,Hamilton HM 12,BermudaHONG KONG BRANCH SHARE REGISTRAR AND TRANSFER OFFICETricor Secretaries LimitedLevel 54,Hopewell Centre183 Queens Road East,Hong KongSTOCK CODEStock Code on The Stock Exchange of Hong Kong Limited:1060CHAIRMANS STATEMENT32020/21

9、年度報告ANNUAL REPORTDear Shareholders,The 2020/21 Financial Year was an extraordinary year,as the lingering COVID-19 pandemic brought unprecedented challenges to the film and television industry.Due to the pandemic,operations of cinemas were suspended until July 2020.The re-opening of cinemas cast a li

10、ght of hope for the Chinese film industry.With the support of audiences,Chinas total box office surpassed that of the North America,ranking the first in the world.If this momentum continues,the industry will usher in explosive growth.Although business activities are severely affected by the pandemic

11、,the operating results and financial performance of Alibaba Pictures Group Limited(the“Company”or“Alibaba Pictures”,together with its subsidiaries,the“Group”)illustrate the fruitful returns of our significant investment in the pan-entertainment industry.During the 2020/21 Financial Year,Alibaba Pict

12、ures achieved revenue of RMB2,859 million,broadly in line with that of the previous financial year.The adjusted EBITA recorded a profit of RMB118 million,thereby turning profitable for the first time from a loss of RMB661 million for the previous financial year.This success derives from our adherenc

13、e to our dual-drive strategy featuring“quality content and new infrastructure”over the past seven years,focusing on content and building on technology platform and multiple business models to unify upstream and downstream operations,as well as online and offline channels throughout the industry chai

14、n,and expand the boundaries of the film and television industry.In terms of our content business,the Group has always been adhering to our value of ordinary people performing heroic deeds that have major emotional appeal while promoting positive values.On this basis,the Group has a content reserve w

15、hich serves as an engine driving the growth of the Groups business in this difficult time.In the past year,we participated in the production and distribution of more than 20 films,including 6 films under the Jin Cheng Co-production Project(錦橙合製計劃),accounting for 68%and 11%of the nationwide box offic

16、e,respectively,which fully demonstrates the strength of Alibaba Pictures in content production.Apart from production and distribution,the Group is also committed to becoming a producer of high-quality content.In addition to its significant investment in cinema films,the Group has been diversifying t

17、he categories of its entertainment content.During the 2020/21 Financial Year,the professional team of the Group continued to develop strong capabilities from IP discovery to content production,delivering drama series with greater scale and volume.Looking forward,the Company will also dedicate itself

18、 to content production on a more extensive scale,such as variety shows,as well as the development and production of offline entertainment content,to truly make Alibaba Pictures a quality content provider in the entire entertainment industry.As a provider of utility services for the entertainment ind

19、ustry,Alibaba Pictures has been committed to building a digital world in the entertainment industry over the years,facilitating the integration and innovation of the industry through construction of pan-entertainment infrastructure.We have formed a dynamic and rich ecosystem covering 2B and 2C users

20、 as well as business partners in the entertainment industry.Our products such as platform ticketing and digitalization platform demonstrate our focus on user value and technological innovation.In terms of our ticketing business,Tao Piao Piao has upgraded the functions on its platform with all-round

21、exposure and promotion of films,performance,drama series and variety shows,in combination with publicity campaigns and user management based on users favorite content.During the 2020/21 Financial Year,the number of consumers who purchased after viewing content promotion grew by 20%as compared with t

22、he previous financial year.Furthermore,Tao Piao Piao plays an important role in local consumer services.Under the offline entertainment scenarios facilitated by Alipay,Tao Piao Piao is able to deliver quality and convenient services to more users.Furthermore,Yunzhi,a digitalization product offering

23、operation and management services to cinemas,is designed to utilize technologies to help cinemas improve operational and management efficiency while reducing operating cost.During the 2020/21 Financial Year,Yunzhi continued to rank first among peers in terms of the number of ticket-issuing cinemas.C

24、HAIRMANS STATEMENT42020/21 年度報告ANNUAL REPORTAlibaba Pictures enhances the promotion and distribution of films,dramas series and variety shows through technological innovation.We established a content promotion and distribution platform by integrating the promotion and distribution platform“Beacon”wi

25、th total marketing solutions designer“Dark Horse”and content marketing agency“Taoxiu Media Group”into a closed-loop marketing process.Data tool products“Beacon Research”and“Beacon Professional”created the underlying prediction logic and business model for promotion and distribution.With the total ma

26、rketing solutions provided by“Taoxiu Media Group”and“Dark Horse”,promotion and distribution activities are carried out using the relevant tools and feedback data from the market throughout the process is recorded on the platform.In addition,we have launched Cloud Production,a digital product coverin

27、g the entire production process and multiple production scenarios,which is deeply integrated with the production of film and drama series content and designed to advance the further industrialization of film industry.During the 2020/21 Financial Year,the number of crews that used the product signifi

28、cantly increased by 68%as compared with that for the previous financial year.IP merchandising and commercialization business is a core business of the Group to expand the boundaries of the entertainment industry.With the rising needs of the younger generation for self-expression and spiritual enjoym

29、ent,as well as the growing demand of merchants for product marketing and value-added services,the compound annual growth rate of tangible products in the pan-entertainment industry reached 14.2%,with market size of RMB1.2 trillion estimated for 2021.Alibaba Pictures has seized this development oppor

30、tunity and made business deployments in advance to build an IP matrix centered around the worlds top IPs.By empowering merchants to deliver meaningful products,the Group has further enhanced the influence and life cycles of IPs.After years of accumulation,the Group also helps merchants develop custo

31、mized products with distinctive designs and meaningful stories through constant innovation in image design and resources integration,demonstrating the great commercial value that IPs bring to the products.As a service platform focusing on IPs,we are able to integrate licensing and marketing by lever

32、aging on the advantages of the Alibaba Ecosystem,while quickly establishing a platform which can directly reach consumers and continually communicate and interact with them through content matrix in various forms and based on the e-commerce strongholds of Tmall flagship stores.This builds a complete

33、 IP-to-business-to-consumer(“IP2B2C”)chain,facilitating the development of the PRC licensing industry as a whole through the power of the platform.We also maximize the value of IPs as an extension of the life cycle of films,drama series and variety shows through various licensing approaches in respe

34、ct of products,marketing and regions,aiming at quick monetization of hot IPs and developing new channels for merchants to market new products.This year,the Company also launched a new brand called“KOITAKE”for the pop toys business,which is principally engaged in the sale of content IP pop toys.KOITA

35、KE is different from conventional pop toy brands which face the difficulty of moving from downstream production lines to upstream content IPs.Instead,it is backed by Alibaba Pictures and built on the substantial strengths of Alibaba Digital Media and Entertainment Group,which include its wealth of e

36、xperience in the production of rich content IPs(including films,TV dramas,variety shows and animations),promotion and distribution,as well as targeted user operation.KOITAKE has created a healthy cycle mechanism that allows content IP and merchandise development,content promotion and distribution,an

37、d merchandise promotion and distribution to better complement one another.In addition,the Group is preparing to roll out KOITAKE offline experience stores,which will soon offer customers a brand-new consumer experience that combines“experience,exhibition and consumption”.KOITAKE will transform the t

38、raditional operation model of the first-generation conventional store-based pop toy brands,and lead the pop toy industry into a new phase with the development of content IP pop toys based on the IPs of films and TV dramas,variety shows and animations.Benefiting from its prospective deployment and ye

39、ars of concentrated development,Alibaba Pictures has been performing well.Last year marked a milestone for us to adjust our strategic structure and achieve business leapfrogging.I am full of confidence in the Companys development in the next stage.Alibaba Pictures will continue to consolidate its fo

40、undation and adhere to innovation and coordination in the changing environment.We will further invest in the pan-entertainment industry,fully leverage its unique advantages in“content+technology”and continue to work closely with the Alibaba Ecosystem matrix to diversify our business segments,with an

41、 aim to create more value for the Company and its shareholders while supporting business growth.Last but not least,on behalf of the board of directors of the Company,I would like to thank our staff for their diligent work and commitment over the past year.I would also like to take this opportunity t

42、o express our most sincere gratitude to our customers,business partners and shareholders for their unwavering support.Fan LuyuanChairman&Chief Executive OfficerHong Kong,June 9,2021MANAGEMENT DISCUSSION AND ANALYSIS52020/21 年度報告ANNUAL REPORTOVERVIEWDuring the 2020/21 Financial Year,the lingering COV

43、ID-19 pandemic caused uncertainties and disruption to the business activities of all sectors of society,in particular,the entertainment industry,which recorded a reduction in the box office revenue of films in the PRC by nearly one-fourth as compared with the corresponding period of last year.Under

44、the macro environment where the film and television industry as a whole was disrupted,the Group was able to successfully navigate through the challenges from the external environment by upholding its dual-drive strategy featuring“quality content and new infrastructure”,centering on content and build

45、ing on technology platform and multiple business models to unify upstream and downstream operations,as well as online and offline channels throughout the industry chain,and expand the boundaries of the film and television industry by leveraging on its solid and diversified business structure in the

46、pan-entertainment sector.Amid a business environment with considerable uncertainties arising from the pandemic,the Group recorded revenue of RMB2,859 million for the year ended March 31,2021(the“Reporting Period”),as compared with revenue of RMB2,875 million for the year ended March 31,2020(the“Prev

47、ious Period”).The revenue for the Reporting Period was substantially in line with that for the Previous Period,demonstrating the benefit of our dual-drive strategy which made the business more resilient to the complicated economic environment.Operating loss substantially narrowed from RMB981 million

48、 for the Previous Period to RMB108 million for the Reporting Period,representing a decrease of RMB873 million year-over-year.Benefiting from the diversified business structure and enhanced operational efficiency,the adjusted EBITA recorded a profit of RMB118 million during the Reporting Period,there

49、by turning profitable for the first time from a loss of RMB661 million for the Previous Period.The major indicators of financial results for the Reporting Period and the Previous Period are summarized in the table below:For the year endedMarch 31,2021March 31,2020RMB000RMB000Operating loss(107,528)(

50、981,252)Add:Share-based compensation142,042116,962Allowance for impairment of goodwill arising on business combinations34,931Amortization of intangible assets arising on business combinations14,72024,658Allowance for impairment of long-term assets53,574Other losses,excluding change in fair value of

51、film and TV investments,current portion,at fair value68,90990,232 Adjusted EBITA118,143(660,895)#Comparative figures have been adjusted to conform with the changes in presentation adopted for the current year.MANAGEMENT DISCUSSION AND ANALYSIS62020/21 年度報告ANNUAL REPORTIn order to better reflect the

52、commercial value created by the dual-drive strategy featuring“quality content and new infrastructure”,the Group separately presented its revenues generated from content and technology.Comparative figures were presented in the same manner accordingly.Meanwhile,as the IP merchandising and related comm

53、ercialization business has moved beyond the incubation stage,the Group separately presented the revenue of this business segment to better reflect the Groups in-depth formation that covers upstream and downstream activities in the pan-entertainment industry.Comparative figures were reclassified to c

54、onform with this presentation.The segment revenue and results for the Reporting Period and the Previous Period are summarized in the table below:For the year ended March 31,Segment revenueSegment results2021202020212020RMB000RMB000RMB000RMB000Content1,424,8541,036,667344,407107,643Technology1,126,96

55、31,617,593461,670357,619IP merchandising and commercialization307,080220,434161,238119,244 Total2,858,8972,874,694967,315584,506 Note:Segment results=segment revenue cost of sales and services allocated selling and marketing expensesDuring the Reporting Period,the Group recorded total revenue of RMB

56、2,859 million,broadly in line with that of the last year.By leveraging its broad and deep deployment across the entertainment content sector,the Group has extended its content investment and participation footprint from simply film business to investment in and creation of entertainment content in a

57、 more comprehensive and diversified way.On the one hand,the content segment recorded revenue of RMB1,425 million during the Reporting Period,representing an increase of 37%as compared with RMB1,037 million for the Previous Period.The constraints on offline entertainment consumption scenarios brought

58、 about by the pandemic,in particular the closure of the movie market in the first half of 2020,led to a significant drop in the revenue from online ticketing business.As a result,the technology segment recorded revenue of RMB1,127 million during the Reporting Period,representing a decrease of 30%fro

59、m RMB1,618 million for the Previous Period.On the other hand,benefiting from growing quality IP content and enhanced IP operating capability in both online and offline channels,the IP merchandising and commercialization segment recorded revenue of RMB307 million during the Reporting Period,represent

60、ing an increase of 39%as compared with RMB220 million for the Previous Period.MANAGEMENT DISCUSSION AND ANALYSIS72020/21 年度報告ANNUAL REPORTIn the first half of 2020,the global COVID-19 pandemic imposed persistent negative impact on the film and television industry,resulting in closures of cinemas,sus

61、pension of production of films and TV dramas,and a plunge in consumption demand for offline film content.Despite the adverse impact of the macro environment,the Group continued to focus on the development of quality content,innovation and upgrade of technology products,further collaboration with ups

62、tream and downstream partners,as well as continuous efficiency improvement of its internal operating activities.With social and economic activities in the PRC gradually recovering from the pandemic,there has been a resurgence in the demand for movie-going,which the Group was well positioned to meet

63、by virtue of its accumulated investment in the content and technology fields:the Group produced and distributed 15 out of the top 20 domestic films by box office during the 2020/21 Financial Year,contributing box office of over RMB24.7 billion in aggregate,accounting for 68%of the total.In addition

64、to its success in traditional cinema movies,the Group also collaborated closely with online video platforms to produce quality drama series with an abundant reserve of IPs.The drama series delivered by the Group during the financial year covered multiple themes including costume&fantasy,youth&inspir

65、ation,urban emotion and crime,with multiple drama series in the pipeline and scheduled to be released in 2021.The content segment is further enriched by such diversified reserve of drama series content and strong production capabilities.Looking ahead,we will further target diversified content catego

66、ries,striving to become a quality content provider for the entertainment industry.The Group is not only a discoverer and producer of quality content,but also a technology innovator which provides 2B/2C digitalization platform services for films,drama series and variety shows in the entertainment ind

67、ustry.“Beacon”,the Groups digitalization platform for promotion and distribution,together with total marketing solutions designer“Dark Horse”and content marketing agency“Taoxiu Media Group”,developed a full process of promotion and distribution covering market assessment,total marketing solutions an

68、d new media advertising.The Groups 2C platform,Tao Piao Piao,after product upgrading,has become not only a viewing decision-making platform for audiences but also a key access point to offline entertainment scenarios on Alipays mini program,covering more life scenarios and providing more users with

69、quality and convenient services.The Group is now able to make quality content accessible and distributable through technology platforms while expanding the boundaries of the pan-entertainment industry with multiple business models.Focusing on prime content IPs around the globe and incubation of IPs

70、for films,drama series and variety shows,the Groups IP merchandising and commercialization business relies on the e-commerce platforms within the Alibaba Economy to provide consumers and merchants with IP-to-business-to-consumer(“IP2B2C”)services that cover the entire industry chain by leveraging it

71、s extensive operating experience in the industry,with a view to empowering merchants,creating meaningful products for consumers and vitalizing IPs.MANAGEMENT DISCUSSION AND ANALYSIS82020/21 年度報告ANNUAL REPORTCONTENTContent business is a significant core business of the Group,mainly comprising film co

72、ntent,drama series content and others.Being affected by the pandemic,the number of released films and revenue both recorded a significant drop as compared with the Previous Period.However,continuing to focus on the value of ordinary people performing heroic deeds that have major emotional appeal whi

73、le promoting positive values,the Group accumulated a content reserve which served as an engine driving strong growth of the Groups core business in this difficult time.During the 2020/21 Financial Year,the Group participated in the production and distribution of 25 films,including 15 out of the top

74、20 domestic films by box office,contributing box office of over RMB24.7 billion which accounted for 68%of the total.The Group secured ten of the top three films for each of the four major seasons(namely the summer school holidays,National Day holiday,New Year holiday and Chinese New Year holiday),re

75、cording box office of RMB21.3 billion which accounted for 92%of the total box office for those seasons.The Eight Hundred(八佰),of which the Group was a main producer,came in second at the global box office in 2020;My Homeland(我和我的家鄉),Leap(奪冠)and Coffee or Tea?(一點就到家),all being highly acclaimed films p

76、roduced and distributed by the Group,together contributed nearly 60%of the total box office for the National Day holiday,during which period the second highest box office in the history was recorded;during the Christmas/New Year holiday,the Group participated in most of the films with box office rev

77、enue of over RMB100 million,including Shock Wave 2(拆彈專家2),A Little Red Flower(送你一朵小紅花)and Warm Hug(溫暖的抱抱);and during the most prosperous Chinese New Year ever in terms of box office revenue,the Group secured four of the top five films,including Detective Chinatown 3(唐人街探案3),Hi,Mom(你好，李煥英)and A Write

78、rs Odyssey(刺殺小說家),further securing the prime productions in key seasons.As a major player in the film industry with years of accumulated experience,the Group is ever committed to being a producer of high-quality content.During the Reporting Period,the Group released six films under the Jin Cheng Co-

79、production Project(錦橙合製計劃),namely Shock Wave 2(拆彈專家2),A Writers Odyssey(刺殺小說家),Love You Forever(我在時間盡頭等你),Coffee or Tea?(一點就到家),Bath Buddy(沐浴之王)and New Gods:Nezha Reborn(新神榜：哪吒重生),which recorded box office of over RMB4 billion in aggregate,accounting for 11%of the total.Among these films,Shock Wave

80、2(拆彈專家2)recorded the highest box office and largest attendance ever for the Christmas holiday in the history of the domestic film market;A Writers Odyssey(刺殺小說家)ranked top three in the Chinese New Year holiday with box office of over RMB1 billion;Love You Forever(我在時間盡頭等你)achieved the highest box of

81、fice revenue for Chinese Valentines Day ever;the inspirational films Coffee or Tea?(一點就到家)and New Gods:Nezha Reborn(新神榜：哪吒重生)leveraged on their critical acclaim to obtain a favorable release schedule in cinemas;and Bath Buddy(沐浴之王)became the best-selling movie after its release.In addition to its si

82、gnificant investment in cinema films,the Group has been diversifying the categories of its entertainment content.After years of efforts,the professional team of the Group has developed strong capabilities from IP discovery to content production during the Reporting Period,delivering drama series cov

83、ering multiple themes including costume&fantasy,youth&inspiration,urban emotion and crime.Among the released dramas,Professional Single(我憑本事單身)recorded over 1.6 billion plays as a hot topic on Douyin and hit the Hot Search List of Weibo several times;the drama series The Rest of Our Lives(往後餘生)and B

84、e Yourself(機智的上半場)which already completed shooting hit the Hot Search List of major popular platforms several times and are scheduled to be released soon.MANAGEMENT DISCUSSION AND ANALYSIS92020/21 年度報告ANNUAL REPORTDuring the Reporting Period,the content segment recorded revenue of RMB1,425 million,r

85、epresenting an increase of 37%as compared with RMB1,037 million for the Previous Period and gross profit of RMB344 million,representing an increase of 220%as compared with RMB108 million for the Previous Period.The significant increase in revenue and gross profit for the content segment was mainly a

86、ttributable to the Groups investment in hot films during the Reporting Period,as well as our deployment of drama series content and strong content production capacity.TechnologyTechnology business is an important part of the Groups strategy and essential force for the construction of pan-entertainme

87、nt infrastructure that promotes the digital upgrade of the entertainment sector.The business mainly comprises platform ticketing,digitalization business and others.Platform ticketing business comprises Tao Piao Piao(2C platform)and Yunzhi(2B platform).Not only is Tao Piao Piao the Groups key platfor

88、m through which it provides ticketing services to cinemas,it is also a viewing decision-making platform for consumers at large.Since the re-opening of cinemas after the outbreak,Tao Piao Piao had upgraded the functions on its platform with all-round exposure and promotion of films,performance,drama

89、series and variety shows,in combination with publicity campaigns and user management based on users favorite content.During the Reporting Period,the number of consumers who purchased after being subject to content promotion grew by 20%as compared with the Previous Period.Furthermore,Tao Piao Piao pl

90、ays an important role in local consumer services.Under the offline entertainment scenarios facilitated by Alipay,Tao Piao Piao is able to reach more users and deliver quality and convenient services.Yunzhi,a digitalization product offering operation and management services to cinemas and a leading c

91、loud-based product among its peers,is designed to utilize technologies to help cinemas improve operational and management efficiency while reducing operating cost.During the Reporting Period,Yunzhi continued to rank first among peers in terms of the number of ticket-issuing cinemas.Our digitalizatio

92、n platform business comprises the Groups content promotion and distribution platform established by integrating the promotion and distribution platform“Beacon”with total marketing solutions designer“Dark Horse”and content marketing agency“Taoxiu Media Group”into a closed-loop marketing process.The d

93、igitalization platform utilizes“Beacon Research”and“Beacon Professional”,both data tool products from“Beacon”,to create the underlying prediction logic and business model for promotion and distribution.With the total marketing solutions provided by“Taoxiu Media Group”and“Dark Horse”,promotion and di

94、stribution activities are carried out using the relevant tools,and feedback data from the market throughout the process is recorded on the platform.“Beacon”offers a“test screening”product which forecasts the market ratings of a film to be released by reference to comments on it and its popularity,to

95、 assist producers in reasonably determining scheduling.During the Reporting Period,“Taoxiu Media Group”,with products such as“Chong Ji Bo”(衝擊播)and by way of live roadshows and short-form videos,provided services to the top 3 films in major seasons including Hi,Mom(你好，李煥英),Shock Wave 2(拆彈專家2)and My H

96、omeland(我和我的家鄉),as well as over 20 film,drama series and variety show projects,covering more than 500 million users and 97%of the total box office.“Taoxiu Media Group”provided services for more than 160 films during the Reporting Period,including those shown at cinemas,with box office of over RMB500

97、 million.In addition to the business of film promotion and distribution,“Taoxiu Media Group”has also been expanding the channels for promotion and distribution and marketing of drama series.By launching creative marketing campaigns on popular platforms and continuing to discover content trends based

98、 on market feedback,it aims to expand the influence of content.During the Reporting Period,“Taoxiu Media Group”provided content promotion and distribution services for the popular drama series Rattan(司滕),with over 4 billion plays recorded for the related topics on Douyin.Using a marketing and promot

99、ion model that integrates discovery of content trends,KOL-assisted marketing and short-form videos/live streaming,“Taoxiu Media Group”has developed a complete marketing process.During the Reporting Period,it signed on and cultivated more than 300 KOLs with a coverage of 300 million fans,and emerged

100、as one of the top 20 multi-channel network(MCN)institutions on Douyin.MANAGEMENT DISCUSSION AND ANALYSIS102020/21 年度報告ANNUAL REPORTOther technology products of the Group include cloud production business which is deeply integrated with the production of film and drama series content.As a digital pro

101、duct covering the entire production process and multiple production scenarios,cloud production is designed to advance the further industrialization of film industry.Featuring functions including crew member management,shooting management and financial management,it assists film and television compan

102、ies and crews in monitoring project quality and the shooting progress,thereby improving the operational efficiency of crews and reducing the cost of projects.During the Reporting Period,the number of crews that used the product significantly increased by 68%as compared with that for the Previous Per

103、iod,including crews of the popular drama series Word of Honor(山河令)and the film Striding into the Wind(野馬分鬃).During the Reporting Period,total box office revenue in the PRC dropped significantly by 23%as compared with that for the Previous Period,while the average price of movie tickets climbed by mo

104、re than 10%.Due to the impact of the pandemic,the revenue from the Groups platform ticketing business decreased.However,benefiting from the improvement in operational efficiency as a result of technological innovation,the gross profit from the technology segment increased by 29%as compared with that

105、 for the Previous Period.IP merchandising and commercializationIP merchandising and commercialization business is a core business of the Group to expand the boundaries of the entertainment industry.IPs are an indicator of market preference for content,while merchandising enables IPs to reach the mar

106、ket in a physical and tangible way and adds emotional value to the products.With the rising need of the younger generation for self-expression and spiritual enjoyment,as well as the growing demand of merchants for product marketing and value-added services,the compound annual growth rate of the pan-

107、entertainment industry market reached 14.2%,with market size of RMB1.2 trillion estimated for 2021.The Group has been consistently exploring the market potential of quality IPs.By building an IP matrix centered around the worlds top IPs,the Group empowers merchants to deliver meaningful products,whi

108、ch in turn further enhances the influence of IPs.After years of accumulation,the Groups IP matrix now covers diversified IPs in respect of animations and games,art and culture,films,dramas series and variety shows,sports and education,literature and music,etc.IP images with emotional power and influ

109、ence have significantly strengthened the Groups ability to empower merchants and platforms.In addition to IPs,the Group also helps merchants develop customized products with distinctive designs and meaningful stories through constant innovation in image design and resources integration.During the Re

110、porting Period,the Group developed the cultural IP“Louvre”(盧浮宮)and movie IP“Minions”(小黃人).The IP“Louvre”and LORAL jointly launched a limited series of skincare products featuring artistic design,while Pokmon and Razer launched limited edition electronic products,demonstrating the great commercial va

111、lue that IPs bring to products.During the Reporting Period,per customer transaction of the Groups licensed products increased by 80%as compared with that for the Previous Period,benefiting over 700 merchants.MANAGEMENT DISCUSSION AND ANALYSIS112020/21 年度報告ANNUAL REPORTThe Group is not only a discove

112、rer of IP content,but also a service platform focusing on IPs.The Group has the capability to integrate licensing and marketing by leveraging on the advantage of the Alibaba Ecosystem,while quickly establishing a platform which can directly reach consumers and continually communicate and interact wi

113、th them through content matrix in various forms and based on the e-commerce strongholds of Tmall flagship stores.This builds a complete IP2B2C chain,facilitating brand incubation through in-depth industrialization development,ultimately facilitating the development of the PRC licensing industry as a

114、 whole through the power of the platform.During the Reporting Period,the number of key account(KA)merchants under the Tmall pop toys category grew by 69%,while repurchase rate within 180 days and the average daily number of transactions of newly signed up merchants both increased as compared with th

115、ose for the Previous Period.For its IP product series,the Group launched innovative marketing campaigns such as“Pokmon Fans Festival”（寶可夢寵粉節）and“Louvre Promotion Day”(盧浮宮超級品牌日)during the Reporting Period to attract customers and facilitate IP commercialization.For KA merchants,the Group organized ev

116、ents such as“Pop Mart Promotion Day”(泡泡瑪特超級品牌日)and“Line Friends Promotion Day”(Line Friends超級品牌日)during the Reporting Period,which improved brand awareness among users while boosting product marketing and new product promotion.An IP is not only a content product,but also an extension of the life cyc

117、le of films,drama series and variety shows.Given the short duration of popularity of prime films,drama series and variety shows,the Group closely collaborated with the e-commerce ecosystem of the Alibaba Economy to launch products as soon as possible after the emergence of market demand with the hel

118、p of“Rhino Smart Manufacturing”(犀牛製造),and maximize the value of IPs through various licensing approaches in respect of products,marketing and regions.During the Reporting Period,the Group collaborated with platforms to launch ten variety shows including Street Dance of China S3(這!就是街舞3)and Shine!Sup

119、er Brothers(追光吧哥哥),benefiting more than 60 merchants through IP commercialization,crossover cooperation and offline marketing.The Group has also been working closely with hit drama IPs(for example,launching product series of garage kits and mystery boxes in collaboration with Word of Honor(山河令)and C

120、ountry Love(鄉村愛情),both popular drama series on Youku)to strengthen cooperation across the industry,enhance production capacity,and achieve both quality and quantity improvement,thereby amplifying the value of IPs.Our first offering of“Mystery Box for Loyal Friends”(老鐵盲盒)derived from Country Love(鄉村愛

121、情)was sold out within six hours of pre-sale and hit the Hot Search List of Weibo,while the garage kit products for Word of Honor(山河令)appealed greatly to the Generation Z thanks to the well-received drama series and related concerts.MANAGEMENT DISCUSSION AND ANALYSIS122020/21 年度報告ANNUAL REPORTIn addi

122、tion,Alifishs IP2B2C crowdfunding platform“ZAO.”is actively exploring the Customer-to-Manufacturer(C2M)model,aiming at quick monetization of hot IPs and developing new channels for merchants to market new products.“ZAO.”covers the most popular IPs and has launched a wide range of peripheral products

123、 during the Reporting Period,including those in relation to films IPs,such as A Writers Odyssey(刺殺小說家)mystery boxes and New Gods:Nezha Reborn(哪吒重生)ball-jointed dolls,as well as those in relation to drama IPs such as the Han-style costumes of Word of Honor(山河令).During the Reporting Period,the number

124、of crowdfunding IPs on“ZAO.”exceeded 135,representing a year-on-year increase of 148%,of which 52 were RMB1 million-level projects.The Group has established a full process covering IP trend discovery,merchant selection and cooperation,identification of target consumers by way of pre-sale/crowdfundin

125、g,and product manufacturing,thereby reducing the risk of developing new products based on IP licensing,and facilitating the development of the licensing industry in the PRC as a whole.This year,the Company also launched a new brand called“KOITAKE”for the pop toys business,which is principally engage

126、d in the sale of content IP pop toys.KOITAKE is different from conventional pop toy brands which face the difficulty of moving from downstream production lines to upstream content IPs.Instead,it is backed by Alibaba Pictures and built on the substantial strengths of Alibaba Digital Media and Enterta

127、inment Group,which include its wealth of experience in the production of rich content IPs(including films,TV dramas,variety shows and animations),promotion and distribution,as well as targeted user operation.KOITAKE has created a healthy cycle mechanism that allows content IP and merchandise develop

128、ment,content promotion and distribution,and merchandise promotion and distribution to better complement one another.In addition,the Group is preparing to roll out KOITAKE offline experience stores,which will soon offer customers a brand-new consumer experience that combines“experience,exhibition and

129、 consumption”.KOITAKE will transform the traditional operation model of the first-generation conventional store-based pop toy brands,and lead the pop toy industry into a new phase with the development of content IP pop toys based on the IPs of films and TV dramas,variety shows and animations.During

130、the Reporting Period,the IP merchandising and commercialization business maintained rapid growth in revenue and operating profit,recording a 39%increase in revenue to RMB307 million,while its operating profit grew by 35%year-over-year to RMB161 million.PROSPECTSWith a focus on creating quality conte

131、nt for the entertainment industry,the Group reinforced its dual-drive strategy featuring“quality content and new infrastructure”to make significant investments in the pan-entertainment industry.Facing a complex market environment,the Group will adhere to its principle of investing in quality content

132、,innovation initiatives and customer value,and facilitate business upgrade for the long-term construction of the three major areas:quality content,new infrastructure and pan-entertainment ecosystem.The Group will continue to work closely with Youku,Damai and local consumer services within the Alibab

133、a Ecosystem matrix,and leverage its unique advantages in content and technology to enable diversified offerings based on content,time and space,with an aim to benefit more market players while supporting business growth.MANAGEMENT DISCUSSION AND ANALYSIS132020/21 年度報告ANNUAL REPORTGoing forward,the G

134、roup will continue to:1.further invest in all categories of entertainment content,and improve its capability to produce various content including films and drama series,with a view to becoming a steady source of high-quality content for the market;2.expand the service scope of its technology platfor

135、m to promote Internet penetration in and digital upgrading of the industry;explore multi-business models of IP merchandising and commercialization;and3.work closely with the Alibaba Economy to promote ecological cooperation across the industry and realize the potential of“content+technology”.The Gro

136、up expects to fund its business initiatives in the coming year with its own internal financial resources,but may seek external financing if appropriate opportunities and conditions arise.FINANCIAL REVIEWRevenue and ProfitDuring the Reporting Period,the Group recorded revenue of RMB2,859 million,subs

137、tantially the same as the previous year.The adjusted EBITA recorded a turnaround for the first time with a profit of RMB118 million from a loss of RMB661 million for the Previous Period.Comparing the two periods,despite the impact of the pandemic,benefiting from a diversified business structure,impr

138、oved operational efficiency supported by the synergies within the Alibaba Economy and a reduction in investment losses,net loss attributable to owners of the Company reduced from RMB1,151 million for the Previous Period to RMB96 million for the Reporting Period,representing a decrease of RMB1,055 mi

139、llion year-over-year.For the year ended March 31,2021,loss per share(basic and diluted)for the Group narrowed from RMB4.35 cents per share for the Previous Period to RMB0.36 cents.Selling,Marketing and Administrative ExpensesDuring the Reporting Period,selling and marketing expenses amounted to RMB4

140、39 million,representing a year-on-year decrease of 57%when compared with RMB1,017 million for the Previous Period.The proportion of selling and marketing expenses in revenue decreased from 35%to 15%,primarily attributable to lowered customer acquisition costs driven by higher overall operational eff

141、iciency and the incomplete recovery of the film market amid the pandemic.Administrative expenses in the Reporting Period reduced to RMB870 million from RMB1,044 million for the Previous Period,mainly due to the absence of provision for impairment of goodwill and reduction in other operating expenses

142、 during the current period.Finance IncomeDuring the Reporting Period,the Group recorded net finance income of RMB84 million,which included exchange gains of RMB19 million.MANAGEMENT DISCUSSION AND ANALYSIS142020/21 年度報告ANNUAL REPORTMaterial InvestmentsAs at March 31,2021,the Group held 13 investment

143、s in joint ventures and associates,all of which were accounted for using the equity method,and combined for a total book value of approximately RMB2,075 million.The Group held 14 investments in unlisted companies,all of which were accounted for as financial assets at fair value through profit or los

144、s,and combined for a total book value of approximately RMB1,132 million.The three largest investments were Bona Film Group Limited(“Bona Film”),Shanghai Tingdong Film Co.,Ltd.*(上海亭東影業有限公司)and Storyteller Holding Co.,LLC,all of which are engaged in film production or distribution business.During the

145、Reporting Period,the Group recorded a total loss and impairment of RMB94 million from its investments in joint ventures and associates.The Group adopted a conservative strategy in managing its investment portfolio during the Reporting Period.The Groups significant investment was an investment in ass

146、ociate in relation to Bona Film,which represented approximately 7.72%of the interest in Bona Film.Bona Film is primarily engaged in film production and distribution business.As at March 31,2021,the carrying amount of the Groups long-term equity investment in Bona Film was approximately RMB1,011 mill

147、ion,representing 6.5%of the Groups total assets.During the Reporting Period,the Group did not receive any dividend,nor did the Group incur any significant loss,from its investment in Bona Film,and the management of the Company does not expect any significant adverse change to such investment for the

148、 next financial year.Financial Resources and LiquidityAs at March 31,2021,the Group had cash and cash equivalents and bank deposits of approximately RMB3,917 million in multiple currencies.The Group held financial assets at fair value through profit or loss of approximately RMB7 million,which mainly

149、 consisted of investments in wealth management products issued by major banks in the PRC with expected return ranging from 3.00%to 3.30%per annum and redeemable within one year.During the Reporting Period,the Group recognized an investment income of approximately RMB4.82 million from financial asset

150、s at fair value through profit or loss.The investments in wealth management products under financial assets at fair value through profit or loss were made in line with the Groups treasury and investment policies,after taking into account,among others,the level of risk,return on investment,liquidity

151、and the term to maturity.As at March 31,2021,the Group had long-term borrowings of RMB15 million and short-term borrowings of RMB15 million,which bore interest at 6.555%per annum,under a five-year RMB-denominated bank facility with credit limit at RMB48 million.As at March 31,2021,the Group was in a

152、 net cash position and its gearing ratio(being net borrowings over total equity)was nil(March 31,2020:nil).The Group actively and regularly reviews and manages its capital structure to maintain a balance between shareholder return and sound capital position.The Group continually makes adjustments,wh

153、en necessary,to maintain an optimal capital structure and to reduce the cost of capital.Foreign Exchange RisksThe Company holds its cash reserves in RMB,USD and HKD.Although the majority of production costs and administrative expenses are denominated in RMB,many investment opportunities and collabor

154、ations with studios outside Mainland China still require foreign currencies.The Group will continue to monitor its capital needs closely and manage foreign exchange risks accordingly.The Group has not used any currency hedging instruments,but it aims to ensure that its exposure to exchange rate fluc

155、tuation is managed in a cost-effective manner through ongoing assessment.MANAGEMENT DISCUSSION AND ANALYSIS152020/21 年度報告ANNUAL REPORTCharge on AssetsAs at March 31,2021,the Group had pledged borrowings of RMB30 million,which was secured by fixed assets with carrying amounts of approximately RMB16 m

156、illion(March 31,2020:nil).Contingent LiabilitiesAs at March 31,2021,the Group did not have any material contingent liabilities(March 31,2020:nil).Employees and Remuneration PoliciesAs at March 31,2021,the Group,including its subsidiaries but excluding its joint ventures and associates,had 1,163(Marc

157、h 31,2020:1,134)employees.The total employee benefit expenses of the Group were RMB595 million in the Reporting Period.The remuneration policies of the Group are determined based on prevailing market levels and performance of the respective group companies and individual employees.These policies are

158、 reviewed on a regular basis.In addition to salary,the Group also offers to its employees other fringe benefits,including year-end bonus,discretionary bonus,share options granted under the Companys share option scheme,share awards granted under the Companys share award scheme,contributory provident

159、fund,social security fund,medical benefits and training.BIOGRAPHICAL INFORMATIONOF DIRECTORS AND SENIOR MANAGEMENT162020/21 年度報告ANNUAL REPORTExecutive DirectorsMr.FAN Luyuan,aged 48 and appointed to the board of the directors of the Company(the“Board”)as executive director on January 1,2016,is the c

160、hairman of the Board,the chief executive officer,the chairman of each of the executive committee and the nomination committee and a member of the remuneration committee of the Company.He is also a director of certain subsidiaries of the Company.Mr.Fan is a member of Alibaba Partnership and is curren

161、tly the president of Alibaba Digital Media and Entertainment Group and the president of Youku.He joined Alipay in 2007,and served consecutively as senior director of Development Department,assistant president,vice president and senior vice president.He was also president of Alipay Business Unit and

162、Wealth Management Business Unit at Ant Financial Services Group.In 2010,he and his team pioneered the first ever Quick Payment,which improved the success rate of online transactions and greatly enhanced user experience.In 2013,Mr.Fan led his team to create Yue Bao,which is now one of the worlds larg

163、est financial products on the internet with over 600 million users,allowing mass consumers to be able to benefit from easy access to financial products.In addition,he and his team made the Alipay APP one of the most popular internet products in China within three years.He holds an executive masters

164、degree in business administration from Cheung Kong Graduate School of Business.Mr.LI Jie,aged 46 and appointed to the Board on June 24,2020,is an executive director and a member of the executive committee of the Company.Mr.Li joined the Group on October 1,2017 and is currently the president of the G

165、roup and Tao Piao Piao,responsible for the investment,promotion and distribution of films and the user platform business in Mainland China.He is also a director of certain subsidiaries of the Company.Mr.Li is a vice president of Alibaba Group and the president of Damai.He has served as a director of

166、 Shanghai Tingdong Film Co.,Ltd.*(上海亭東影業有限公司)since January 2019 and a non-independent director of Beijing Enlight Media Co.,Ltd.*(北京光線傳媒股份有限公司)(Shenzhen Stock Exchange(“SZSE”)stock code:300251)since November 12,2019.Prior to joining the Group,Mr.Li worked at Youku Tudou Inc.as senior vice president,

167、responsible for strategic partnership,human resources and relevant functions;he joined Alibaba Group in April 2016 upon completion of its acquisition of Youku Tudou Inc.and served as the general manager of its digital entertainment business unit.Mr.Li also held some key management positions at AsiaI

168、nfo and Acer Group,serving as vice president and general manager of business department,respectively.Mr.Li holds a Bachelor of Engineering from Tianjin University and an EMBA degree from China Europe International Business School.Mr.MENG Jun,aged 41 and appointed to the Board on March 5,2019,is an e

169、xecutive director,chief financial officer and a member of the executive committee of the Company.He is also a director of certain subsidiaries of the Company.Mr.Meng joined the Company on April 9,2018.Before joining the Company,Mr.Meng served at Alibaba Group,where he held key financial management p

170、ositions at a number of business units,including among others,Tao Dian Dian,Taobao Movie(now known as Tao Piao Piao),Tmall Supermarket and Alibaba Digital Media and Entertainment Group;he continues to hold some of these positions after joining the Company.Prior to joining Alibaba Group,Mr.Meng held

171、auditing and financial advisory positions at various companies,such as EY and IBM.Mr.Meng holds a bachelors degree in economics from Beijing Technology and Business University.BIOGRAPHICAL INFORMATIONOF DIRECTORS AND SENIOR MANAGEMENT172020/21 年度報告ANNUAL REPORTNon-Executive DirectorMr.XU Hong,aged 4

172、8 and appointed to the Board on January 17,2020,is a non-executive director of the Company.Mr.Xu is currently the deputy chief financial officer of Alibaba Group.Prior to joining Alibaba Group,Mr.Xu worked at PricewaterhouseCoopers(“PwC”)and became a partner in July 2007.Mr.Xu is also a director of

173、each of DSM Grup Danimanlik Iletiim ve Sati Ticaret A.,C2 Capital Partners GP Limited and Shanghai Yike New Retail Network Technology Co.,Ltd.*(上海逸刻新零售網絡科技有限公司).He has been a non-executive director of Lianhua Supermarket Holdings Co.,Ltd.(Hong Kong Stock Exchange(“SEHK”)stock code:980)since August 2

174、8,2018,a director of S Co.,Ltd.*(蘇寧易購集團股份有限公司)(formerly known as Suning Commerce Group Co.,Ltd.*(蘇寧雲商集團股份有限公司)(SZSE stock code:2024)since May 8,2019,a non-executive director of Alibaba Health Information Technology Limited(SEHK stock code:241)since June 9,2019,a non-executive director of Red Star Ma

175、calline Group Corporation Ltd.(Shanghai Stock Exchange(“SSE”)stock code:601828 and SEHK stock code:1528)since October 16,2019,a director of Meinian Onehealth Healthcare Holdings Co.,Ltd.*(美年大健康產業控股股份有限公司)(SZSE stock code:2044)since December 25,2019,and a non-executive director of Sun Art Retail Grou

176、p Limited(SEHK stock code:6808)since December 22,2020.Mr.Xu obtained a Bachelors of Science Degree in Physics in July 1996 from Fudan University in the PRC and he is a member of the Chinese Institute of Certified Public Accountants.Independent Non-Executive DirectorsMs.SONG Lixin,aged 53 and appoint

177、ed to the Board on December 22,2014,is an independent non-executive director and a member of each of the audit committee and the remuneration committee of the Company.She has been the president and editor-in-chief of Talents Magazine since 1997.Ms.Song has more than 20 years of experience in the cul

178、tural and business sector.Despite facing fierce competition in the print media industry,Ms.Song has built Talents Magazine into a well-known brand in China.Talents Magazine focuses on business leaders and major companies.With its unique reporting perspective,Talents Magazine has become a leading mag

179、azine in advanced management ideas.Talents Magazine is also recognized as one of the most influential business magazines in the finance and economics fields.Ms.Song also founded the China Annual Management Summit in 2001 which has continued to run for a consecutive 20 years to date.Ms.Song holds a b

180、achelors degree in law from Renmin University of China and received an MBA degree from Tsinghua University.Mr.TONG Xiaomeng,aged 47 and appointed to the Board on June 27,2014,is an independentnon-executive director,the chairman of the remuneration committee and a member of each of the audit committe

181、e and nomination committee of the Company.He is a co-founder and managing partner at Boyu Capital.Prior to founding Boyu Capital,Mr.Tong was a managing director at General Atlantic and Providence Equity Partners,where he headed both firms Greater China practice and served as a director at a numberof

182、 publicly-listed and privately-held companies.Mr.Tong graduated from Harvard University where he was a member of Phi Beta Kappa.Mr.Tong is currently a non-executive director of WuXi AppTec Co.,Ltd.*(SSE stock code:603259 and SEHK stock code:2359).He was a director of Guangzhou Kingmed Diagnostics Gr

183、oup Co.,Ltd.(SSE stock code:603882)from June 2015 to January 2020 and a non-executive director of CStone Pharmaceuticals(SEHK stock code:2616)from February 2018 to May 2019.BIOGRAPHICAL INFORMATIONOF DIRECTORS AND SENIOR MANAGEMENT182020/21 年度報告ANNUAL REPORT*For identification purpose onlyMr.Johnny

184、CHEN,aged 61 and appointed to the Board as independent non-executive directoron January 29,2016,is the chairman of the audit committee and a member of the nomination committee of the Company.Mr.Chen is an Adjunct Associate Professor of Department of Finance and Department of Management,Hong Kong Uni

185、versity of Science and Technology.Mr.Chen joined the management of Zurich Insurance Group(“Zurich”)in 2005.He worked in Zurich from March 2005 to February 2015 in multiple senior managerial roles in Asia-Pacific region.His last position in Zurich was the chairman of China.Priorto joining Zurich,Mr.C

186、hen was an executive member of the Greater-China Management Board and the Operating Committee of PwC,as well as a managing partner of PwCs Beijing office.Mr.Chen holds a Master of Science Degree in Accounting from the University of Rhode Island and a Bachelor Degree of Accounting from the Johnson&Wa

187、les University.He is a U.S.certified public accountant.Mr.Chen is currently an independent non-executive director of each of Uni-President China Holdings Ltd.(SEHK stock code:220),Stella International Holdings Limited(SEHK stock code:1836)and China Travel International Investment Hong Kong Limited(S

188、EHK stock code:308).Mr.Chen was an executive director(December 2017 December 2020),non-executive director(January 2021 March 2021)and the chairman(December 2017 March 2021)of the board of directors of Convoy Global Holdings Limited(SEHK Stock Code:1019).He was also an independent non-executive direc

189、tor of each of China Dongxiang(Group)Co.,Ltd.(SEHK stock code:3818)from July 2017 to March 2019,Viva China Holdings Limited(SEHK stock code:8032)from June 2010 to February 2019,and China Minsheng Financial Holding Corporation Limited(SEHK stock code:245)from December 2015 to November 2018.Company Se

190、cretaryMs.LEW Aishan Nicole has been the company secretary of the Company since October 23,2020.She joined Alibaba Group in August 2014 and is currently a legal director.She was previously the general counsel(March 2016 to August 2020)and company secretary(June 2016 to August 2020)of Alibaba Health

191、Information Technology Limited(Stock Code:241).Prior to joining Alibaba Group,she worked at Freshfields Bruckhaus Deringer from 2006 to 2014.Ms.Lew obtained a Bachelor of Laws honors degree from University College London and is qualified to practice law in England and Wales.She was admitted as a sol

192、icitor of the High Court of Hong Kong in 2008 and is a current member of the Law Society of Hong Kong.DIRECTORS REPORT192020/21 年度報告ANNUAL REPORTThe board of directors(the“Director(s)”)(the“Board”)of Alibaba Pictures Group Limited(the“Company”)presents their report and the audited consolidated finan

193、cial statements of the Company and its subsidiaries(collectively,the“Group”)for the financial year ended March 31,2021.PRINCIPAL ACTIVITIESThe Company is an investment holding company.The activities of its principal subsidiaries are set out in Note 34 to the consolidated financial statements.RESULTS

194、 AND APPROPRIATIONSThe results of the Group for the financial year ended March 31,2021 are set out in the consolidated statement of profit or loss on page 137.The Directors do not recommend the payment of a dividend for the financial year ended March 31,2021(2020:nil).SHARE CAPITAL OF THE COMPANYDet

195、ails of share capital of the Company are set out in Note 23 to the consolidated financial statements.DISTRIBUTABLE RESERVESAs at March 31,2021,the Companys distributable reserves calculated in accordance with the provisions of the Bermuda Companies Act amounted to approximately RMB756 million(March

196、31,2020:RMB780 million).BUSINESS REVIEWThe business review of the Group as at March 31,2021 is set out under the section headed“Management Discussion and Analysis”of this report on pages 5 to 15.PRINCIPAL RISKS AND UNCERTAINTIESPrincipal risks and uncertainties the Group faces are set out under the

197、sections headed“Corporate Governance Report Accountability and Audit Risk Management and Internal Control Disclosure of Material Risks”of this report on pages 95 to 97 and“Directors Report Contractual Arrangements Risks associated with Structured Contracts and the actions taken to mitigate the risks

198、”of this report on pages 69 to 71.FINANCIAL SUMMARYA summary of the results and of the assets and liabilities of the Group for the last five financial years is set out on page 246.DIRECTORS REPORT202020/21 年度報告ANNUAL REPORTDIRECTORSThe Directors during the financial year ended March 31,2021 and up t

199、o the publication date of this report were:Executive DirectorsMr.Fan Luyuan(Chairman&Chief Executive Officer)Mr.Li Jie(Appointed on June 24,2020&re-elected on September 10,2020)Mr.Meng JunNon-Executive DirectorMr.Xu HongIndependent Non-Executive DirectorsMs.Song LixinMr.Tong XiaomengMr.Johnny ChenIn

200、 accordance with bye-law 87(2)of the Bye-laws,Mr.Fan Luyuan,Ms.Song Lixin,and Mr.Tong Xiaomeng shall retire from office by rotation at the forthcoming annual general meeting(“AGM”)and,all being eligible,have offered themselves for re-election.The Directors biographical details are set out on pages 1

201、6 to 18.DIRECTORS REPORT212020/21 年度報告ANNUAL REPORTINTERESTS OF DIRECTORS AND CHIEF EXECUTIVEAs at March 31,2021,the interests and short positions of the Directors and the chief executive of the Company and their associates in the shares,underlying shares or debentures of the Company and its associa

202、ted corporations(within the meaning of Part XV of the Securities and Futures Ordinance,Hong Kong(the“SFO”)as recorded in the register maintained by the Company pursuant to Section 352 of the SFO or as otherwise notified to the Company and The Stock Exchange of Hong Kong Limited(the“Stock Exchange”)p

203、ursuant to the Model Code for Securities Transactions by Directors of Listed Issuers(the“Model Code”)as set out in Appendix 10 to the Rules Governing the Listing of Securities on the Stock Exchange(the“Listing Rules”)were as follows:Long position in the shares and underlying shares of the CompanyNam

204、e of DirectorCapacityNumber of OrdinaryShares heldAggregateInterestsApproximatePercentage of Aggregate Interests to Total Issued Share Capitalof the Company Derivatives ShareOptionsAwarded Shares(Note 1)Fan LuyuanBeneficial owner3,675,0001,470,0005,145,0000.02%Li JieBeneficial owner813,58625,000,000

205、9,400,00035,213,5860.13%Meng JunBeneficial owner780,000330,0001,110,0000.00%Note:1.Based on a total of 26,834,946,210 ordinary shares of the Company in issue as at March 31,2021.Long position in the shares and underlying shares of Alibaba Group Holding Limited(“AGH”),an associated corporation of the

206、 Company within the meaning of Part XV of the SFOName of DirectorCapacityNumber of Shares/Underlying Shares heldApproximate percentage of AggregateInterests toTotal Issued Share Capital of AGH(in the number of American Depositary Shares(“ADS(s)”)of AGH)(in the number of ordinary sharesof AGH)(Note 1

207、)(Note 1)(Note 2)Fan LuyuanNote 3770,2576,162,0560.03%Li JieNote 478,500628,0000.00%Meng JunNote 513,929111,4320.00%Xu HongNote 661,389491,1120.00%Tong XiaomengNote 7117,647941,1760.00%Johnny ChenNote 81008000.00%DIRECTORS REPORT222020/21 年度報告ANNUAL REPORTINTERESTS OF DIRECTORS AND CHIEF EXECUTIVE(C

208、ontinued)Long position in the shares and underlying shares of Alibaba Group Holding Limited(“AGH”),an associated corporation of the Company within the meaning of Part XV of the SFO(Continued)Notes:1.One ADS of AGH represents eight ordinary shares of AGH;and one restricted share unit(“RSU(s)”)of AGH

209、represents one ADS of AGH.2.Based on a total of 21,699,031,448 ordinary shares of AGH in issue as at March 31,2021.3.The interest comprised(i)2,900 ADSs of AGH and 24,167 RSUs of AGH held by Mr.Fan Luyuan;(ii)409,056 exchangeable ordinary shares(“EOS(s)”)of PCIP I Limited(“PCIP I”)which are exchange

210、able into 409,056 ADSs of AGH;(iii)53,333 ADSs of AGH held by a trust,of which Mr.Fan Luyuan is a founder;and(iv)280,801 ADSs of AGH held by a trust,the beneficiaries of which include Mr.Fan Luyuans children under the age of 18.4.The interest comprised 39,950 ADSs of AGH and 38,550 RSUs of AGH held

211、by Mr.Li Jie.5.The interest comprised(i)3,856 ADSs of AGH and 7,950 RSUs of AGH held by Mr.Meng Jun;and(ii)2,123 ADSs of AGH held by the spouse of Mr.Meng Jun.6.The interest comprised 18,514 ADSs of AGH and 42,875 RSUs of AGH held by Mr.Xu Hong.7.The interest comprised 117,647 ADSs of AGH held by Mr

212、.Tong Xiaomeng.8.The interest comprised 100 ADSs of AGH held by Mr.Johnny Chen.DIRECTORS REPORT232020/21 年度報告ANNUAL REPORTINTERESTS OF DIRECTORS AND CHIEF EXECUTIVE(Continued)Long position in the shares and underlying shares of PCIP I,an associated corporation of the Company within the meaning of Pa

213、rt XV of the SFOName of DirectorCapacityNumber of EOSsof PCIP I heldApproximate Percentage of AggregateInterests toTotal Issued EOSsof PCIP I(Note 1)Fan LuyuanNote 2409,0563.67%Notes:1.Based on a total of 11,141,372 EOSs of PCIP I in issue as at March 31,2021.2.The interest comprised 409,056 EOSs of

214、 PCIP I held by a trust of which Mr.Fan Luyuan is a founder.Save as disclosed above,as at March 31,2021,none of the Directors,chief executive of the Company nor their respective associates had any interests or short positions in any shares,underlying shares or debentures of the Company or any of its

215、 associated corporations(within the meaning of Part XV of the SFO)as recorded in the register maintained by the Company pursuant to Section 352 of the SFO or as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code.DIRECTORS REPORT242020/21 年度報告ANNUAL REPORTSHARE INCENT

216、IVE SCHEMES2012 Share Option SchemeThe shareholders of the Company approved the adoption of the share option scheme on May 23,2002(the“2002 Share Option Scheme”)and June 11,2012(the“2012 Share Option Scheme”)respectively.The 2002 Share Option Scheme expired on May 22,2012 and no further share option

217、s of the Company(the“Share Options”)shall be granted under the 2002 Share Option Scheme thereafter.All outstanding Share Options granted under the 2002 Share Option Scheme lapsed during the year ended December 31,2015.The following is a summary of the principal terms of the rules of the 2012 Share O

218、ption Scheme:PurposeThe purpose of the 2012 Share Option Scheme is to enable the Company to grant Share Options to selected Participants(as defined in the paragraph headed“Participants”below)as incentive and/or rewards for their contribution and support to the Group and any entity in which the Group

219、 holds any equity interest(“Invested Entity”)and/or to recruit and retain high-calibre employees of the Company,any subsidiary of the Company or any Invested Entity(“Employee(s)”)and attract human resources that are valuable to the Group andany Invested Entity.The basis of eligibility of any of the

220、Participants to the grant of Share Options shall be determined by the Board from time to time on the basis of the Boards opinion as to his/her contribution or potential contribution to the development and growth of the Group.ParticipantsThe participants of the 2012 Share Option Scheme(“Participants”

221、)refers to any person belonging to any of the following classes of participants:(i)any Employee;(ii)any executive or non-executive director(including independent non-executive directors)of the Company,any subsidiary of the Company or any Invested Entity;(iii)any supplier of goods or services to any

222、member of the Group or any Invested Entity;(iv)any person or entity that provides research,development or other technical support to the Group or any Invested Entity;(v)any shareholder of any member of the Group or any Invested Entity or any holder of any securities issued by any member of the Group

223、 or any Invested Entity;(vi)any adviser(professional or otherwise)or consultant to any area of business or business development of any member of the Group or any Invested Entity;and(vii)any joint venture partner or counter-party to business operation or business arrangements of the Group,who the Boa

224、rd considers,in its sole discretion,have contributed or will contribute to the Company,and for the purposes of the 2012 Share Option Scheme,the Share Options may be granted to any company wholly owned by one or more persons belonging to any of the above classes of Participants.DIRECTORS REPORT252020

225、/21 年度報告ANNUAL REPORTSHARE INCENTIVE SCHEMES(Continued)2012 Share Option Scheme(Continued)Duration and AdministrationThe 2012 Share Option Scheme shall be valid and effective for the period(“Scheme Period”)commencing on the date on which the 2012 Share Option Scheme becomes unconditional(being June

226、11,2012,the“Option Scheme Adoption Date”)and expiring on the earlier of:the tenth anniversary of the Option Scheme Adoption Date;and the date on which the 2012 Share Option Scheme is terminated pursuant to the rules of the 2012 Share Option Scheme.After the Scheme Period,no further Share Options wil

227、l be granted or accepted but the provisions of the 2012 Share Option Scheme shall remain in full force and effect in all other respects.The 2012 Share Option Scheme shall be subject to the administration of the Board(including the independent non-executive Directors)whose decision as to all matters

228、relating to the 2012 Share Option Scheme or its interpretations or effect(save as otherwise provided therein)shall be final and binding on all parties.Grant of Share OptionsOn and subject to the terms of the 2012 Share Option Scheme,the Board shall be entitled at any time and from time to time durin

229、g the Scheme Period to offer to grant to any Participant as the Board may in its absolute discretion select,and subject to such conditions(which shall not be inconsistent with the terms of the 2012 Share Option Scheme)as the Board may think fit,an option(the“Option”)to subscribe for such number of s

230、hares of the Company(as may be permitted under the terms of the 2012 Share Option Scheme)as the Board may determine at the Exercise Price(as defined in the paragraph headed“Exercise Price”below).An offer of the grant of an Option shall be made to a Participant by letter in such form as the Board may

231、 from time to time determine requiring such Participant to whom any offer of the grant of an Option is made(the“Offeree”)to undertake to hold the Option on the terms on which it is to be granted and to be bound by the provisions of the 2012 Share Option Scheme.Such offer shall be personal to the Off

232、eree and shall not be transferable and shall remain open for acceptance by the Offeree for a period(“Acceptance Period”)of 21 days from the date of grant provided that no such offer shall be open for acceptance after the expiry of the Scheme Period.An Option shall be deemed to have been accepted whe

233、n the duplicate of the letter offering the Option and containing acceptance of such offer is duly signed and dated by the Offeree together with a remittance in favour of the Company of HK$1 by way of consideration for the grant thereof is received by the Company within the Acceptance Period.Such rem

234、ittance shall in no circumstances be refundable.DIRECTORS REPORT262020/21 年度報告ANNUAL REPORTSHARE INCENTIVE SCHEMES(Continued)2012 Share Option Scheme(Continued)Grant of Share Options(Continued)The grant of Share Options to a connected person or its associates shall be approved by all independent non

235、-executive Directors(excluding any independent non-executive Director who is a grantee(namely,any Participant who accepts the offer of the grant of any Share Option or a person entitled to any such Share Option in accordance with the terms of the 2012 Share Option Scheme in consequence of the death

236、of the original grantee)of the Share Options in question).Where the grant of Share Options to a connected person who is also a substantial shareholder(as defined in the Listing Rules)of the Company or an independent non-executive Director or any of their respective associates would result in the sha

237、res of the Company issued and to be issued upon exercise of the Share Options granted and to be granted(including all the exercised,cancelled and outstanding Share Options)to such connected person in any 12-month period immediately preceding and including the date of grant,andwould entitle such conn

238、ected person to receive more than 0.1%(or such other percentage as may from time to time specified by the Stock Exchange)of the shares of the Company in issue for the time being and the aggregate value(based on the closing price of the shares of the Company as stated in the daily quotations sheet is

239、sued by the Stock Exchange at the date of each grant)of which is in excess of HK$5,000,000(or such other amount as may from time to time specified by the Stock Exchange),such grant of Share Options must be approved by the shareholders of the Company in general meeting.Exercise PriceThe Exercise Pric

240、e shall be a price notified by the Board to the Offeree(subject to any adjustments)and shall be at least the highest of:(a)the closing price of the shares of the Company as stated in the Stock Exchanges daily quotations sheet on the date of grant which must be a business day;(b)the average closing p

241、rice of the shares of the Company as stated in the Stock Exchanges daily quotations sheets for the five business days immediately preceding the date of grant;and(c)the nominal value of a share of the Company.Without prejudice to the generality of the foregoing,the Board may grant Share Options in re

242、spect of which the Exercise Price is fixed at different prices for different periods during a period of 10 years commencing on the date of grant of an Option and expiring on the last day of the said 10-year period(the“Option Period”)provided that the Exercise Price for each of the different periods

243、shall not be less than the Exercise Price determined in the manner set out in the paragraph above.Exercise of Share OptionsAn Option shall be personal to the grantee and shall not be transferable or assignable and no grantee shall in any way sell,transfer,assign,charge,mortgage,encumber or create an

244、y interest in,over or to any Share Option in favour of any third party.The Company may,after having reasonably satisfied itself that the grantee shall have committed a breach of this paragraph,revoke any Option granted to such grantee(to the extent that it has become exercisable and not already exer

245、cised by notice).Such revocation shall be final and binding on such grantee.DIRECTORS REPORT272020/21 年度報告ANNUAL REPORTSHARE INCENTIVE SCHEMES(Continued)2012 Share Option Scheme(Continued)Exercise of Share Options(Continued)Subject to other provisions in the 2012 Share Option Scheme and any restrict

246、ions which may be imposed by the Board or applicable under the Listing Rules and notwithstanding the terms of grant thereof,the Option,to the extent it has not expired,may be exercised by the grantee at any time during the Option Period provided that at the time of exercise of the Option,the grantee

247、(as an Employee)shall have already been and remains as an Employee for a period of 12 months or more.There is no general requirement that an Option must be held for any minimum period before it can be exercised but the Board is empowered to impose at its discretion any such minimum period at the tim

248、e of an offer of the grant of an Option.Maximum LimitThe maximum number of the shares of the Company which may be issued upon exercise of all outstanding Share Options granted and yet to be exercised under the 2012 Share Option Scheme and any other schemes shall not exceed 30%of the shares of the Co

249、mpany in issue from time to time.No Option may be granted under the 2012 Share Option Scheme and any other schemes if this will result in the maximum number of the shares of the Company referred to in this paragraph being exceeded.Share Options lapsed or cancelled in accordance with the terms of the

250、 2012 Share Option Scheme or any other schemes shall not be counted for the purposes of calculating the said 30%limit.Subject to any other relevant provisions in the 2012 Share Option Scheme,the total number of shares of the Company available for issue upon exercise of all Share Options which have b

251、een or may be granted under the 2012 Share Option Scheme and any other schemes must not,in aggregate,exceed 774,274,256 shares(the“Scheme Mandate Limit”),representing 10%of the shares of the Company in issue as at the Option Scheme Adoption Date.The Scheme Mandate Limit was refreshed by the sharehol

252、ders of the Company at the AGM held on June 23,2017(“2017 AGM”),to 2,523,456,141 shares,representing 10%of the shares of the Company in issue as at the date of passing the ordinary resolution approving the refreshment of the Scheme Mandate Limit by the shareholders of the Company at the 2017 AGM.The

253、 Company may seek separate approval of the shareholders of the Company in general meeting to grant Share Options beyond the Scheme Mandate Limit,provided that the Share Options in excess of the Scheme Mandate Limit are granted only to Participants specifically identified by the Company before such a

254、pproval is sought.Individual LimitThe total number of shares issued and to be issued upon exercise of the Share Options granted and to be granted to each grantee(including both exercised and outstanding Share Options)in any 12-month period up to the date of grant to each grantee must not exceed 1%of

255、 the aggregate number of shares of the Company for the time being in issue.Where any further grant of Share Options to a grantee would result in theshares issued and to be issued upon exercise of all Share Options granted and to be granted to such grantee(including exercised,cancelled and outstandin

256、g Share Options)in the 12-month period up to and including the date of such further grant representing in aggregate over 1%of the aggregate number of shares of the Company for the time being in issue,such further grant must be separately approved by the shareholders of the Company in general meeting

257、 with such grantee and his associates abstaining from voting.DIRECTORS REPORT282020/21 年度報告ANNUAL REPORTSHARE INCENTIVE SCHEMES(Continued)2012 Share Option Scheme(Continued)Movements of Share OptionsAs at March 31,2021,a total of 261,538,100 Share Options had been granted and remained outstanding un

258、der the 2012 Share Option Scheme,representing approximately 0.97%of the shares of the Company in issue as at the date of this report.No participant was granted with Share Options in excess of the individual limit as set out in the 2012 Share Option Scheme.As at the date of this report,the remaining

259、term of the 2012 Share Option Scheme is approximately one year.Further details of the 2012 Share Option Scheme are set out in Note 24 to the consolidated financial statements.Movements of the Share Options granted by the Company pursuant to the 2012 Share Option Scheme during the financial year ende

260、d March 31,2021 were as follows:CategoryDate ofgrantExercise priceper shareClosing price of shares immediately before thedate onwhich the Share OptionsweregrantedWeightedaverageclosingprice ofsharesimmediatelybefore thedate onwhich theShare OptionswereexercisedOutstandingas atApril 1,2020Granted dur

261、ingthe yearExercised during the yearLapsed during the yearCancelled during the yearOutstanding as at March 31,2021Vesting period(HK$)(HK$)(HK$)(Notes)DirectorsFan Luyuan05/06/20201.0701.0503,675,0003,675,0001(iv)Li Jie21/05/20180.9120.9105,000,0005,000,0001(ii)31/05/20191.6301.6006,000,0006,000,0001

262、(ii)05/06/20201.0701.05014,000,00014,000,0001(ii)Meng Jun05/06/20201.0701.050780,000780,0001(ii)Employees 28/01/20151.6701.6502,100,0001,500,000600,0001(i)13/04/20161.8801.8905,925,000725,0005,200,0001(ii)03/06/20161.8601.8607,680,0001,980,0005,700,0001(ii)05/12/20161.4941.4701,050,0001,050,00001(ii

263、)05/12/20161.4941.4701,800,0001,200,000600,0001(i)24/10/20171.2761.2707,700,0001,500,0006,200,0001(ii)18/01/20181.0601.0701.1206,200,0002,500,0002,500,0001,200,0001(i)21/05/20180.9120.9101.10010,700,00030,00010,670,0001(i)21/05/20180.9120.9101.12150,600,0008,200,00010,600,00031,800,0001(ii)26/09/201

264、81.0201.0101.10416,800,0001,201,0004,100,00011,499,0001(i)26/09/20181.0201.0101.13515,600,000850,000700,00014,050,0001(ii)31/05/20191.6301.60011,100,0003,300,0007,800,0001(i)31/05/20191.6301.60044,842,5007,898,00036,944,5001(ii)31/05/20191.6301.6003,600,0003,600,0001(iii)23/09/20191.3401.3201,400,00

265、01,400,0001(i)23/09/20191.3401.3201.07019,800,000150,0002,400,00017,250,0001(ii)15/01/20201.4601.47013,300,0002,200,00011,100,0001(i)05/06/20201.0701.05045,592,4005,122,80040,469,6001(ii)05/06/20201.0701.0501,500,0001,500,0001(i)11/09/20201.1441.10024,700,0001,200,00023,500,0001(ii)11/09/20201.1441.

266、1002,200,0001,200,0001,000,0001(i)Total:231,197,50092,447,40012,931,00049,175,800261,538,100 DIRECTORS REPORT292020/21 年度報告ANNUAL REPORTSHARE INCENTIVE SCHEMES(Continued)2012 Share Option Scheme(Continued)Notes:1.The Share Options granted under the 2012 Share Option Scheme are subject to a vesting s

267、chedule and can be exercised in the following manner:(i)Category AVesting DatePercentage that can be exercisedFirst vesting date(being second anniversary of employment commencement date)Up to 50%of the Share Options grantedFirst anniversary of first vesting dateUp to 75%of the Share Options grantedS

268、econd anniversary of first vesting dateUp to 100%of the Share Options grantedThe vesting period of the Share Options under Category A commences on the date of the relevant grantees commencement of employment,and the first vesting date falls on the second anniversary of the date of commencement of em

269、ployment.(ii)Category BVesting DatePercentage that can be exercisedFirst vesting date(being first anniversary of promotion effective date or performance incentive effective date)Up to 25%of the Share Options grantedFirst anniversary of first vesting dateUp to 50%of the Share Options grantedSecond an

270、niversary of first vesting dateUp to 75%of the Share Options grantedThird anniversary of first vesting dateUp to 100%of the Share Options grantedThe vesting period of the Share Options under Category B commences on promotion effective date,performance incentive effective date or the date of commence

271、ment of employment of the relevant grantee,and the first vesting date falls on the first anniversary of the date of commencement of the vesting period.(iii)Category CVesting DatePercentage that can be exercisedFirst vesting date(being second anniversary of March 19,2019)Up to 1/3 of the Share Option

272、s grantedSecond anniversary of first vesting dateUp to 2/3 of the Share Options grantedFourth anniversary of first vesting dateUp to 100%of the Share Options grantedThe vesting period of the Share Options under Category C commences on March 19,2019,and the first vesting date falls on the second anni

273、versary of the date of commencement of the vesting period.(iv)Category DVesting DatePercentage that can be exercisedFirst vesting date(being first anniversary of April 1,2020)Up to 1/6 of the Share Options grantedFirst anniversary of first vesting dateUp to 2/6 of the Share Options grantedSecond ann

274、iversary of first vesting dateUp to 3/6 of the Share Options grantedThird anniversary of first vesting dateUp to 4/6 of the Share Options grantedFourth anniversary of first vesting dateUp to 5/6 of the Share Options grantedFifth anniversary of first vesting dateUp to 100%of the Share Options granted

275、The vesting period of the Share Options under Category D commences on April 1,2020,and the first vesting date falls on the first anniversary of the date of commencement of the vesting period.2.The period within which the Share Options must be exercised shall not be more than 10 years from the date o

276、f grant.DIRECTORS REPORT302020/21 年度報告ANNUAL REPORTSHARE INCENTIVE SCHEMES(Continued)Share Award SchemeThe share award scheme of the Company(“Share Award Scheme”)was adopted and amended by the Board on December 30,2016(“Adoption Date”)and March 29,2019,respectively.Summary of principal terms of the

277、Share Award Scheme are set forth below:Purposes and ObjectivesTo recognize the contributions by certain persons,including employees of the Group and/or any company in which a group company may have a direct or indirect investment in 20%or more of its voting powers and any company which is a controll

278、ing shareholder of the Company including subsidiaries of such controlling shareholder(together,the“Associated Entity”)and to provide incentives to retain them for the continual operation and development of the Group,and to attract suitable personnel for further development of the Group.Administratio

279、nThe Share Award Scheme shall be subject to the administration of the Board and the trustee in accordance with the rules of the Share Award Scheme(“Scheme Rules”)and the trust deed dated December 30,2016 entered into between the Company and the trustee(“Trust Deed”).DurationSubject to any early term

280、ination determined by the Board,the Share Award Scheme shall be valid and effective for a term(the“Trust Period”)commencing on the Adoption Date and ending on the first to happen of the following,namely:(a)the 15th anniversary date of the Adoption Date;(b)the date when an order for the winding-up of

281、 the Company is made or a resolution is passed for the voluntary winding-up of the Company;or(c)the date as may be informed by the Company that the Share Award Scheme shall be terminated.As at March 31,2021,the remaining life of the Share Award Scheme is approximately 11 years.Maximum LimitThe maxim

282、um aggregate number of shares of the Company(“Shares”)which can be held by the trustee under the Share Award Scheme at any single point in time shall not exceed two percent(2%)of the total issued share capital of the Company from time to time.The Board shall not make any further award which will res

283、ult in the aggregate number of Shares held by the trustee under the Share Award Scheme to be in excess of 2%of the issued share capital of the Company from time to time.The maximum number of Shares(including both vested and non-vested Shares)which may be awarded to any employee(whether full time or

284、part time),consultant,executive or officer,director(including any executive director,non-executive director and independent non-executive director)of any member of the Group or any Associated Entity(“Employee(s)”)selected by the Board(“Selected Employee(s)”)under the Share Award Scheme shall not exc

285、eed 1%of the issued share capital of the Company from time to time.DIRECTORS REPORT312020/21 年度報告ANNUAL REPORTSHARE INCENTIVE SCHEMES(Continued)Share Award Scheme(Continued)RestrictionsNo award shall be made by the Board and no instructions to acquire Shares shall be given to the trustee under the S

286、hare Award Scheme where dealings in the Shares are prohibited under any code or requirement of the Listing Rules and all applicable laws from time to time.OperationPursuant to the Scheme Rules,the Board may from time to time cause to be paid certain amount to the trust constituted by the Trust Deed(

287、the“Trust”)by way of settlement or otherwise contributed by the Company,any subsidiary of the Company or Associated Entity as directed by the Board which shall constitute part of the trust fund,for the purchase or subscription(as the case may be)of the Shares.In the event that the Shares as awarded

288、by the Board to a Selected Employee(“Awarded Shares”)are to be allotted and issued as new Shares under the general mandate or a specific mandate granted or to be granted by the shareholders of the Company from time to time for the purpose of the Trust,the Board shall causean amount not less than the

289、 nominal value of such new Shares to be allotted and issued be transferred from the Companys resources as soon as practicable but in any event not later than five business days prior to the allotment and issuance of such Shares as subscription monies for the new Shares and cause to issue and allot s

290、uch new Shares to the trustee,which shall be held upon trust for the relevant Selected Employee in accordance with the Scheme Rules and the Trust Deed.Where any grant of Awarded Shares is proposed to be made to a connected person of the Company involving new Shares,the Company will comply with appli

291、cable provisions of the Listing Rules as and when appropriate.The Board may also from time to time instruct the trustee in writing to purchase Shares on the Stock Exchange,in which case,the Board shall specify the maximum amount of funds to be used and the range of prices at which such Shares are to

292、 be purchased.The trustee shall apply such amount of residual cash in the trust fund towards the purchase of such maximum board lot of Shares at the prevailing market price according to the Boards instructions.Once purchased,the Shares are to be held by the trustee for thebenefit of Employees under

293、the Trust.Vesting and LapseThe Board is entitled to impose any conditions(including a period of continued service within the Group after any award of the Awarded Shares)as it deems appropriate in its absolute discretion with respect to the vesting of the Awarded Shares on the Selected Employee.Subje

294、ct to the terms and conditions of the Share Award Scheme and the fulfillment of all vesting conditions to the vesting of the Awarded Shares on a Selected Employee as specified in the Share Award Scheme and the letter of award,the trustee shall transfer the Awarded Shares to such Selected Employee on

295、 the date(“Vesting Date”)on which his/her entitlement to the Awarded Shares is vested in such Selected Employee in accordance with the Scheme Rules.Award shall,to the extent not yet vested,automatically lapse forthwith when a Selected Employee is found to be any excluded Employee(namely,any Employee

296、 who is resident in a place where the award of the Awarded Shares and/or the vesting and transfer of the Awarded Shares pursuant to the terms of the Share Award Scheme is not permitted under the laws or regulations of such place,or where in the view of the Board or the trustee(as the case may be),in

297、 compliance with applicable laws or regulations in such place,makes it necessary or expedient to exclude such employee)or is deemed to cease to be an Employee prior to or on the Vesting Date.DIRECTORS REPORT322020/21 年度報告ANNUAL REPORTSHARE INCENTIVE SCHEMES(Continued)Share Award Scheme(Continued)Ves

298、ting and Lapse(Continued)In the event a Selected Employee(i)has suffered disability as a result of or in connection with performance of his duty during the course of employment with a Group company or Associated Entity at any time prior to the Vesting Date and is unable to perform his duties;or(ii)h

299、as died during his employment with a Group company or Associated Entity;or(iii)has retired by agreement with a member of the Group or Associated Entity or resigned at any time prior to or on the Vesting Date,all the relevant Awarded Shares shall,tothe extent not yet vested,automatically lapse on the

300、 last day of employment unless the Board determines otherwise.In the event of the death of a Selected Employee,the trustee shall hold the vested Awarded Shares upon trust and to transfer the same to the legal personal representatives of the Selected Employee.In the event a Selected Employee ceases t

301、o be an Employee for cause or commits any serious misconduct,the award,whether vested or unvested,shall automatically be cancelled as of the date of the termination for cause or the commission of the serious misconduct.If there occurs an event of change in control(as specified in The Codes on Takeov

302、ers and Mergers and Share Buy-backs)of the Company,whether by way of offer,merger,scheme of arrangement,compromise or arrangement pursuant to the Bermuda Companies Act or otherwise,and such change in control event becomes or is declared unconditional prior to the Vesting Date,the Board shall determi

303、ne at its sole discretion whether such Awarded Shares shall vest in the Selected Employee and the time at which such Awarded Shares shall vest.Voting RightsThe trustee shall not exercise the voting rights in respect of any Shares held by it under the Trust(including but not limited to the Awarded Sh

304、ares,any bonus Shares and scrip Shares derived therefrom).The Board is of the view that not exercising the voting rights by the trustee will help avoid potential misperception of the Companys influence over the trustees decision in casting the votes in respect of the Shares held under the Trust at g

305、eneral meetings of the Company.TerminationThe Share Award Scheme shall terminate on the earlier of the expiry of the Trust Period or such date of early termination as determined by the Board provided that such termination shall not affect any subsisting rights of the Selected Employees.Upon terminat

306、ion,no further awards shall be granted but in all other respects,the Scheme Rules shall remain in full force and effect in respect of awards which have been granted during the term of the Share Award Scheme and which remain unvested or which have vested but not yet been transferred to a Selected Emp

307、loyee immediately prior to the termination of the Share Award Scheme;all Shares(except for any Awarded Shares subject to vesting on the Selected Employees)remaining in the trust fund shall be sold by the trustee within 28 business days(on which the trading of the Shares has not been suspended)(or su

308、ch longer period as the trustee and the Board may otherwise determine)and all the net proceeds of sale and such other funds and properties remaining in the trust fund managed by the trustee(after making appropriate deductions in respect of all disposal costs,liabilities and expenses)shall be remitte

309、d to the Company forthwith.DIRECTORS REPORT332020/21 年度報告ANNUAL REPORTSHARE INCENTIVE SCHEMES(Continued)Share Award Scheme(Continued)Movements of Awarded SharesDuring the financial year ended March 31,2021,the movements of Awarded Shares granted under the Share Award Scheme were as follows:Date of G

310、rantTotal number ofAwarded Sharesgranted on the date of grantClosing price of shares immediately before the date on which the Awarded Shares were grantedNumber of Awarded Shares outstanding as at April 1,2020Number of Awarded Shares granted during the yearNumber of Awarded Shares vested during the y

311、earNumber ofAwarded Shareslapsed during the yearNumber ofAwarded Sharesoutstandingas at March 31,2021(HK$)28/07/2017183,060,0001.3109,488,0008,563,000265,000660,000(Notes 1&11)27/10/201779,449,000(Notes 2&11)1.25011,799,0008,464,0001,103,0002,232,00018/01/201818,320,000(Notes 3&11)1.0706,520,0002,64

312、0,0002,380,0001,500,00021/05/201894,378,600(Notes 4&11)0.91046,769,70016,969,9006,367,65023,432,15026/09/201850,120,000(Notes 5&11)1.01035,360,00014,320,0005,880,00015,160,00031/05/2019145,872,700(Notes 6&11)1.600132,958,10036,409,52419,324,20077,224,37623/09/201935,870,000(Notes 7&11)1.32035,420,00

313、06,200,0007,835,00021,385,00015/01/2020 12,850,000 (Notes 8&11)1.470 12,850,000 2,750,00010,100,00005/06/2020 127,281,100 (Notes 9&11)1.050 127,281,100 17,345,200109,935,90011/09/2020 37,760,000 (Notes 10&11)1.100 37,760,000 7,020,00030,740,000 Total:784,961,400291,164,800165,041,10093,566,42470,270

314、,050292,369,426 DIRECTORS REPORT342020/21 年度報告ANNUAL REPORTSHARE INCENTIVE SCHEMES(Continued)Share Award Scheme(Continued)Movements of Awarded Shares(Continued)Notes:1.Among these Awarded Shares,2,000,000 Awarded Shares were granted to Ms.Zhang Wei,a then executive director of the Company,and a tota

315、l of 22,266,500 Awarded Shares were granted to three directors of certain subsidiaries of the Company.The remaining 158,793,500 Awarded Shares were granted to 297 employees of the Company who are not connected persons of the Company.2.Among these Awarded Shares,2,000,000 Awarded Shares were granted

316、to Ms.Zhang Wei,a then executive director of the Company,and 1,100,000 Awarded Shares were granted to a director of certain subsidiaries of the Company.The remaining 76,349,000 Awarded Shares were granted to 302 employees of the Company who are not connected persons of the Company.3.These Awarded Sh

317、ares were granted to 23 employees of the Company who are not connected persons of the Company.4.Among these Awarded Shares,2,500,000 Awarded Shares were granted to Ms.Zhang Wei,a then executive director of the Company,and 1,200,000 Awarded Shares were granted to a director of certain subsidiaries of

318、 the Company.The remaining 90,678,600 Awarded Shares were granted to 326 employees of the Company who are not connected persons of the Company.5.These Awarded Shares were granted to 85 employees of the Company who are not connected persons of the Company.6.Among these Awarded Shares,3,000,000 Awarde

319、d Shares were granted to a person who was a director of the Company within the last 12 months,and 2,400,000 Awarded Shares were granted to a director of certain subsidiaries of the Company.The remaining 140,472,700 Awarded Shares were granted to 377 employees of the Company who are not connected per

320、sons of the Company.7.These Awarded Shares were granted to 79 employees of the Company who are not connected persons of the Company.8.These Awarded Shares were granted to 18 employees of the Company who are not connected persons of the Company.9.Among these Awarded Shares,1,470,000 Awarded Shares an

321、d 330,000 Awarded Shares were granted to Mr.Fan Luyuan and Mr.Meng Jun respectively,each an executive director of the Company,and 7,000,000 Awarded Shares were granted to a director of certain subsidiaries of the Company.The remaining 118,481,100 Awarded Shares were granted to 335 employees of the C

322、ompany who are not connected persons of the Company.10.These Awarded Shares were granted to 80 employees of the Company who are not connected persons of the Company.11.The Awarded Shares granted to each grantee have a specific vesting schedule of not more than 6 years,and the grantees are not requir

323、ed to pay for the grant/vesting/exercise of the Awarded Shares.ARRANGEMENTS TO ACQUIRE SHARES OR DEBENTURESSave as disclosed in the section headed“Share Incentive Schemes”above,at no time during the financial year ended March 31,2021 was the Company,any of its holding companies,its subsidiaries or i

324、ts fellow subsidiaries,a party to any arrangements to enable the Directors or chief executive of the Company or their respective associates(as defined under the Listing Rules)to acquire benefits by means of the acquisition of shares in,or debentures of,the Company or any other body corporate.DIRECTO

325、RS REPORT352020/21 年度報告ANNUAL REPORTDIRECTORS AND CONTROLLING SHAREHOLDERS INTERESTS IN CONTRACTS OF SIGNIFICANCESave as disclosed in the section headed“Connected Transactions”below and the related party transactions as disclosed in Note 32 to the consolidated financial statements,no transactions,ar

326、rangements or contracts of significance to which the Company,any of its holding companies,its subsidiaries or its fellow subsidiaries was a party and in which a Director and/or any of its connected entity had a material interest,whether directly or indirectly,and no transaction,arrangement or contra

327、ct of significance between the Company,any of its holding companies,its subsidiaries and the Companys controlling shareholder or any of its subsidiaries,subsisted at the end of the financial year ended March 31,2021 or at any time during the financial year ended March 31,2021.DIRECTORS SERVICE CONTR

328、ACTSNo Directors being proposed for re-election at the forthcoming AGM has a service contract with the Company or any of its subsidiaries which is not determinable by the employing company within one year without payment of compensation(other than statutory compensation).MANAGEMENT CONTRACTSNo contr

329、acts concerning the management and administration of the whole or any substantial part of the business of the Company were entered into or existed during the financial year ended March 31,2021.RELATIONSHIPS WITH EMPLOYEES,SUPPLIERS AND CUSTOMERSFor details of relationship with the employees,please r

330、efer to the paragraph headed“Employees and Remuneration Policies”in the section headed“Management Discussion and Analysis”as set out on page 15 of this report.For details of relationship with customers and suppliers,please refer to the paragraph headed“Major Customers and Suppliers”in this section.P

331、ERMITTED INDEMNITY PROVISIONA permitted indemnity provision for the benefit of the Directors is currently in force and was in force throughout the financial year ended March 31,2021.The Company has taken out and maintained appropriate insurance cover in respect of potential legal actions against the

332、 Directors and officers.COMPLIANCE WITH LAWS AND REGULATIONSFor the financial year ended March 31,2021 and up to the date of this report,to the best knowledge of the Directors,the Group complied with applicable laws,rules and regulations in all material aspects.DIRECTORS REPORT362020/21 年度報告ANNUAL R

333、EPORTENVIRONMENTAL POLICIES AND PERFORMANCEThe Group is committed to promoting environmentally friendly business practices and raising awareness on the conservation of natural resources.Utilizing Alibaba Groups powerful intranet systems,our staff can accomplish some of their administrative work electronically which reduces the use of office supplies.We also encourage prudent electricity consumptio