香港交易及結算所有限公司及香港聯合交易所有限公司對本公告之內容概不負責，對其準確性或完整性亦不 發表任何聲明，並明確表示概不就因本公告全部或任何部分內容而產生或因依賴該等內容而引致之任何損失 承擔任何責任。 China Ruyi Holdings Limited 中 國 儒 意 控 股 有 限 公 司 （ 於百慕達註冊成立之有限公司） （股份代號：136） 股東特別大會通告 茲通告中國儒意控股有限公司（「本公司」）謹訂於二零二四年十二月十八日（ 星期三 ）上午十 一 時 正 假 座 香 港 銅 鑼 灣 希 慎 道 33 號 利 園 一 期 37 樓 3701 室 舉 行 股 東 特 別 大 會（「 股 東 特 別 大 會」）以考慮並酌情通過下列普通決議案。本股東特別大會通告中未明確界定之詞語及詞彙 具有本公司日期為二零二四年十一月二十九日之通函（「該通函」）所界定者之相同涵義。 普通決議案 「 動 議 謹 此 批 准 經 修 訂 二 零 二 四 年 應 收 款 項 年 度 上 限 及 經 修 訂 二 零 二 五 年 應 收 款 項 年 度 上 限（ 定義見該通函）。」 承董事會命 中國儒意控股有限公司 董事長 ...

此 乃 要 件 請 即 處 理 閣下如對本通函任何方面或應採取之行動有任何疑問，應諮詢持牌證券交易商、銀行經 理、律師、專業會計師或其他專業顧問。 閣下如已售出或轉讓名下所有之中國儒意控股有限公司股份，應立即將本通函交予買主 或承讓人或經手買賣或轉讓之銀行、持牌證券交易商或其他代理商，以便轉交買主或承 讓人。 香港交易及結算所有限公司及香港聯合交易所有限公司對本通函之內容概不負責，對其 準確性或完整性亦不發表任何聲明，並明確表示概不就因本通函全部或任何部分內容而 產生或因倚賴該等內容而引致之任何損失承擔任何責任。 China Ruyi Holdings Limited 中 國 儒 意 控 股 有 限 公 司 （ 於百慕達註冊成立之有限公司） （股份代號：136） (1)修訂有關二零二三年遊戲合作框架協議之 持續關連交易之現有二零二四年及二零二五年年度上限； (2)股東特別大會通告；及 (3)暫停辦理股份過戶登記手續 本公司之獨立財務顧問 本 封 面 頁 所 用 詞 彙 與 本 通 函 所 界 定 者 具 有 相 同 涵 義 。 董 事 會 函 件 載 於 本 通 函 第 5 至 17 頁 。 本 公 司 謹 ...

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告之內容概不負責，對其準確性或完整性亦不 發表任何聲明，並明確表示概不就因本公告全部或任何部分內容而產生或因依賴該等內容而引致之任何損失 承擔任何責任。 China Ruyi Holdings Limited 中 國 儒 意 控 股 有 限 公 司 （ 於百慕達註冊成立之有限公司） （股份代號：136） 茲 提 述 中 國 儒 意 控 股 有 限 公 司（「 本 公 司 」）日 期 為 二 零 二 四 年 十 一 月 八 日 之 公 告（「 該 公 告」），涉及修訂有關二零二三年遊戲合作框架協議之持續關連交易之現有二零二四年應收 款項年度上限及現有二零二五年應收款項年度上限。除另行界定外，本公告所用詞彙與該 公告所界定者具有相同涵義。 誠如該公告所披露，一份載有（ 其中包括 ）：(i)經修訂二零二四年應收款項年度上限及經修 訂二零二五年應收款項年度上限之更多詳情；(ii)獨立董事委員會之推薦建議；(iii)獨立財 務顧問之意見；及(iv)股東特別大會通告之通函（「該通函」）預計將於二零二四年十一月二十 八日或之前寄發予股東。 由於需要更多時間編製及落實將載 ...

修訂有關二零二三年遊戲合作框架協議之 持續關連交易之現有二零二四年及二零二五年年度上限 茲提述持續關連交易公告、持續關連交易通函、經修訂二零二三年應收款項年度上限公 告及經修訂二零二三年應收款項年度上限通函，內容有關（ 其中包括 ）北京景秀與騰訊計 算機於二零二三年二月二十二日就北京景秀與騰訊代表公司在遊戲領域開展合作而訂立 的二零二三年遊戲合作框架協議及經修訂二零二三年應收款項年度上限。 香港交易及結算所有限公司及香港聯合交易所有限公司對本公告之內容概不負責，對其準確性或完整性亦不 發表任何聲明，並明確表示概不就因本公告全部或任何部分內容而產生或因依賴該等內容而引致之任何損失 承擔任何責任。 China Ruyi Holdings Limited 中 國 儒 意 控 股 有 限 公 司 （ 於百慕達註冊成立之有限公司） （股份代號：136） 建議修訂現有二零二四年應收款項年度上限及現有二零二五年應收款項年度上限 經考慮(i)截至二零二四年六月三十日止六個月，本集團就二零二三年遊戲合作框架協議 項下的交易收取騰訊代表公司的實際總金額約為人民幣六億元，約佔現有二零二四年應 收款項年度上限的85.71%；(ii) ...

Financial Performance - For the six months ended June 30, 2024, the company recorded a loss attributable to equity holders of approximately RMB 115 million, a decrease of about RMB 147 million compared to a loss of RMB 262 million for the same period in 2023[9]. - Revenue increased from approximately RMB 804 million for the six months ended June 30, 2023, to approximately RMB 1.84 billion for the same period in 2024, representing a growth of 129%[11]. - Adjusted net profit for the six months ended June 30, 2024, was approximately RMB 863 million, compared to an adjusted net loss of RMB 315 million for the same period in 2023[10]. - Adjusted EBITDA for the six months ended June 30, 2024, was approximately RMB 1.379 billion, with an adjusted EBITDA margin of 75.0%, compared to RMB 516 million and 64.2% for the same period in 2023[10]. - The company reported a net loss of RMB 122,658 thousand for the six months ended June 30, 2024, an improvement from a net loss of RMB 263,651 thousand in the same period of 2023[111]. - The company reported a loss attributable to equity holders of RMB 114,653,000 for the six months ended June 30, 2024, compared to a loss of RMB 262,250,000 for the same period in 2023, representing a 56.3% improvement[113]. - The basic and diluted loss per share for the period was RMB 0.98, compared to RMB 2.62 in the previous year, indicating a significant reduction in losses per share[113]. - The company incurred financing costs of RMB 51,950 thousand for the period, slightly higher than RMB 47,494 thousand in the previous year[111]. - The company reported a total comprehensive loss of RMB 132,319,000 for the six months ended June 30, 2024, compared to RMB 298,685,000 in the same period of 2023, marking a 55.7% decrease[113]. Revenue Sources - The company’s revenue from film and television production and online streaming reached approximately RMB 1.822 billion, with other business segments contributing around RMB 18 million[9]. - The online streaming and gaming business generated revenue of RMB 1,773,099 thousand for the six months ended June 30, 2024, contributing significantly to the overall revenue of RMB 1,839,559 thousand[182]. - The online streaming segment generated revenue of RMB 646,372 thousand, while the online gaming segment contributed RMB 865,074 thousand, marking a substantial increase from RMB 43,438 thousand in the previous year[190]. - The revenue from mainland China for the six months ended June 30, 2024, was RMB 1,822,752 thousand, a significant increase from RMB 792,255 thousand in the same period of 2023, representing a growth of approximately 130%[193]. - The company’s online streaming and advertising marketing revenue surged to RMB 908,025 thousand for the six months ended June 30, 2024, compared to RMB 95,662 thousand in the previous year[190]. Assets and Liabilities - As of June 30, 2024, the company's cash and bank balances increased to approximately RMB 2.7649 billion, up from RMB 569.9 million as of December 31, 2023, primarily due to equity financing and operational performance growth[32]. - The company's total assets as of June 30, 2024, amounted to RMB 18,999,266 thousand, up from RMB 16,681,158 thousand as of December 31, 2023, reflecting an increase of about 13.5%[106]. - The company's total liabilities as of June 30, 2024, were RMB 6,719,900 thousand, up from RMB 5,645,174 thousand, reflecting an increase of approximately 19%[108]. - The net equity of the company as of June 30, 2024, was approximately RMB 12.2839 billion, compared to RMB 11.0375 billion as of December 31, 2023, while total assets increased to approximately RMB 18.9993 billion from RMB 16.6812 billion[33]. - The company’s total equity attributable to the company's equity holders was RMB 12,283,935 thousand as of June 30, 2024, compared to RMB 11,037,540 thousand at the end of 2023, marking an increase of approximately 11.3%[106]. Investments and Acquisitions - The company announced a conditional agreement to acquire 100% equity of Beijing Youai Huyu Technology Co., Ltd. for RMB 259 million, with the transaction expected to enhance its market position[41]. - The company has agreed to acquire 100% equity of Beijing Youai Huyu Technology Co., Ltd., with a prepayment of approximately RMB 51.8 million made as of June 30, 2024, and the acquisition was completed in July 2024[89]. - The company has secured game adaptation rights for popular IPs, including "Wangu Diyi Shen" and "Haikyuu!!", enhancing its game portfolio[26]. Technology and Innovation - The online streaming platform, Pumpkin Movies, utilized AI technology for user behavior analysis, enhancing personalized content recommendations and contributing to significant revenue and profit[16]. - The AI technology lab established in 2023 achieved significant advancements in script creation, character modeling, and scene design through deep application of AI techniques[16]. - The company aims to leverage AI technology in various aspects of production, including script writing and character selection, to improve efficiency and creativity in its projects[17]. - The company plans to launch multiple interactive narrative games in 2024, integrating AI technology for content creation[26]. Employee and Management - The company employed 451 employees as of June 30, 2024, reflecting its commitment to maintaining a skilled workforce[88]. - The company has not established the position of CEO as of June 30, 2024, which is a deviation from the corporate governance code that recommends separation of roles between the chairman and CEO[94]. - The total employee cost, including director remuneration, was approximately RMB 133.2 million, compared to RMB 103.9 million for the same period in 2023, representing an increase of 28.2%[88]. Financial Risk Management - The group faces various financial risks, including market risk, credit risk, and liquidity risk, with no changes to risk management policies since December 31, 2023[144]. - The company closely monitors the repayment status of customers to ensure adequate provisions for uncollectible amounts are made[147]. - The company has established a dedicated team to manage credit limits, approvals, and monitoring procedures to mitigate credit risk[147]. Corporate Governance - The independent auditor has reviewed the interim financial information for the six months ending June 30, 2024, ensuring compliance with the relevant auditing standards[93]. - The company has adopted the standard code of conduct for securities trading by directors, confirming compliance throughout the reporting period[95]. - The company has implemented internal policies to ensure compliance with corporate governance standards, which are deemed essential for effective operations[94].

Financial Performance - For the six months ended June 30, 2024, the company reported revenue of approximately RMB 1,839.6 million, a 129% increase from RMB 804.1 million for the same period in 2023[3]. - The adjusted net profit for the same period was approximately RMB 863.4 million, compared to an adjusted net loss of RMB 315.2 million in the previous year[4]. - The adjusted EBITDA for the six months ended June 30, 2024, was approximately RMB 1,378.9 million, with an adjusted EBITDA margin of 75.0%, up from RMB 515.9 million and 64.2% in the prior year[4]. - The company experienced a reduction in net loss attributable to equity holders, decreasing from RMB 263.7 million in 2023 to RMB 122.7 million in 2024[3]. - The significant year-over-year growth in revenue and adjusted profit reflects the company's successful strategic initiatives and operational improvements[5]. - The company reported a basic and diluted loss per share of RMB 0.98 for the six months ended June 30, 2024, compared to RMB 2.62 in the same period of 2023, indicating a reduction in loss per share[58]. - The company reported a net loss of RMB 890 thousand for the period, reflecting challenges in the content production segment[73]. Media Production and Projects - The company successfully produced several notable television series and films, contributing to significant revenue growth in its media production segment[7]. - The company has multiple upcoming films and series in production, including a romantic fantasy film and a crime-themed project, indicating ongoing market expansion efforts[8]. - The company is actively preparing for the release of several new projects, which are expected to enhance its market presence and revenue streams[8]. Gaming and Online Services - The gaming business, Jingxiu, reported online gaming service revenue of RMB 870 million, contributing to the overall growth as the gaming industry surpassed RMB 300 billion in revenue for the first time in 2023[14]. - The game "Xianjing Chuan Shuo: Ai Ru Chu Jian" launched on March 26, 2024, reached 1.55 million registered users and generated over RMB 100 million in its first month[16]. - The acquisition of the "Red Alert OL" project team marks the company's entry into self-developed games, enhancing its innovation capabilities in the Red Alert IP[17]. - The company plans to launch multiple interactive narrative games combining live-action film elements and AI technology in 2024, leveraging its film production capabilities[19]. - The online streaming platform, Pumpkin Movies, achieved significant revenue and profit by continuously introducing high-quality films and top-tier new dramas during the reporting period[10]. - Online gaming services revenue increased to RMB 865,074 thousand from RMB 43,438 thousand, reflecting a growth of approximately 1,895%[84]. Financial Position and Capital Management - As of June 30, 2024, the company's cash and bank balances increased to approximately RMB 2.7649 billion, compared to RMB 569.9 million as of December 31, 2023, primarily due to equity financing and improved operational performance[25]. - The company's borrowings as of June 30, 2024, amounted to RMB 1.8761 billion, an increase from RMB 1.7554 billion at the end of 2023, with fixed-rate borrowings accounting for 9.4%[26]. - The net equity of the company was approximately RMB 12.2839 billion as of June 30, 2024, compared to RMB 11.0375 billion at the end of 2023, showing a growth in shareholder equity[26]. - The company maintained a current ratio of 2.0 as of June 30, 2024, consistent with the previous period, indicating stable liquidity[26]. - The company completed a share subscription agreement on July 4, 2023, agreeing to issue 2 billion shares at HKD 1.60 per share, raising significant capital[33]. - The company raised a total of HKD 3.2 billion by issuing 2,000,000,000 shares at HKD 1.60 per share as part of a subscription agreement completed on June 5, 2024[37]. Employee and Corporate Governance - The total employee cost for the six months ended June 30, 2024, was approximately RMB 133.2 million, compared to RMB 103.9 million for the same period in 2023, reflecting a year-on-year increase of about 28.5%[42]. - As of June 30, 2024, the company employed 451 employees, maintaining a compensation policy based on qualifications, experience, and market levels[42]. - The company’s board emphasizes the importance of good corporate governance practices for smooth and effective operations, ensuring shareholder interests are protected[49]. - The company has complied with the standard code of conduct for securities trading by all directors during the six months ended June 30, 2024[51]. Taxation and Other Financial Metrics - The company reported a current income tax expense of RMB 253,075,000 for the six months ended June 30, 2024, compared to RMB 17,570,000 for the same period in 2023, indicating a significant increase[94]. - The net other losses amounted to RMB (903,214,000) for the six months ended June 30, 2024, compared to a gain of RMB 160,118,000 in the same period of 2023, reflecting a substantial decline[96]. - The fair value changes of financial assets measured at fair value through profit or loss resulted in a loss of RMB (311,792,000) for the six months ended June 30, 2024, compared to a loss of RMB (26,819,000) in the same period of 2023, indicating a worsening performance in this area[96].

Financial Performance - Revenue for the fiscal year ending December 31, 2023, reached RMB 3,627 million, a 175% increase compared to the previous year[5] - Adjusted profit for the fiscal year ending December 31, 2023, was RMB 967 million, a 276% increase compared to the previous year[6] - The company's net profit attributable to owners for the year ended December 31, 2023, was approximately RMB 690 million, a decrease of RMB 100 million compared to RMB 790 million in the previous year[16] - The company's revenue for the year ended December 31, 2023, increased significantly to RMB 3,627 million from RMB 1,320 million in the previous year, with the majority coming from film and TV production, online streaming, and online gaming businesses, which contributed RMB 3,596 million[16] - The adjusted net profit for the year ended December 31, 2023, was RMB 967.4 million, a 276% increase from RMB 257.0 million in the previous year[17] - The company's basic and diluted earnings per share for the year ended December 31, 2023, were RMB 0.06550 and RMB 0.05968, respectively, compared to RMB 0.08430 and RMB 0.07629 in the previous year[16] - Total revenue generated by the company in 2023 was approximately RMB 3.596 billion, accounting for 99% of the company's total revenue[74] - Revenue surged to RMB 3,627,247 thousand in 2023, up from RMB 1,319,928 thousand in 2022, indicating a strong performance[159] - Gross profit rose to RMB 1,160,983 thousand in 2023 compared to RMB 261,615 thousand in 2022, showcasing improved profitability[159] - Net profit after tax stood at RMB 682,540 thousand in 2023, slightly down from RMB 787,552 thousand in 2022[159] - Net profit attributable to equity holders of the company decreased to RMB 689,758 thousand in 2023 from RMB 789,525 thousand in 2022, a decline of 12.6%[160] - Total comprehensive income attributable to equity holders of the company was RMB 669,936 thousand in 2023, compared to RMB 627,168 thousand in 2022, an increase of 6.8%[160] - Basic earnings per share decreased to RMB 6.550 in 2023 from RMB 8.430 in 2022, a decline of 22.3%[160] Film and Television Production - Film and television production revenue for the reporting period was RMB 2.219 billion, showing significant growth compared to the previous year[6] - Total box office revenue in China for 2023 reached RMB 54.915 billion, with 1.299 billion moviegoers, setting a new high in the past four years[6] - The company's films achieved a cumulative box office revenue of RMB 7.554 billion during the reporting period[6] - The company participated in four films that ranked in the top four at the 2024 Spring Festival box office[7] - The company plans to continue seeking international collaborations to produce globally influential film and television works[7] - The company has a robust pipeline of upcoming films and TV series, ensuring future revenue growth[7] - The company's film and TV production, online streaming, and online gaming business, operated by Virtual Cinema Entertainment Limited, recorded a net profit of RMB 1,163 million in 2023, a 543% increase from RMB 181 million in 2022[16] - The company plans to collaborate with Wanda Cinema on the 2024 summer animated film "White Snake: Floating Life" and expand IP operations and derivative product development[13] Online Streaming and AI Technology - Pumpkin Movies, the company's online streaming platform, has made significant progress in AI technology, revolutionizing scriptwriting, character creation, scene design, special effects generation, and music composition[8] - The company's content production and online streaming business, including the "Pumpkin Movie" platform, continues to grow rapidly, with increasing registered users and traffic[72] - The company plans to deepen the innovation and application of smart technology to enhance the streaming media industry and provide users with immersive viewing experiences[72] - The company's restricted streaming media and gaming businesses are expected to play a significant role in the company's future performance[72] - The company's operating companies and subsidiaries generated revenue primarily through video content provided to internet users via PC websites, mobile apps, and TV apps[73] Gaming Business - Game business revenue reached RMB 446 million, a 703% increase compared to the previous year[10] - The game industry's revenue exceeded RMB 300 billion in 2023, with a user base reaching 660 million[10] - The company plans to launch multiple new games in 2024, including "World Genesis" and "Ragnarok: Love at First Sight"[11][12] - The company has secured the game adaptation rights for the IP "The First God of Eternity" and is in talks with a global sports brand for game adaptations[12] - The company is collaborating with Tencent and other industry leaders for game distribution and co-development[12] - AI technology will be used to create content for interactive narrative games combining film and gaming, expected to launch in 2024[12] - The company is expanding globally through strategic partnerships, including investments in Wanda Film for overseas game distribution[12] - The company is focusing on developing games in genres such as SLG, MMORPG, and card-based games, with a focus on sports, anime, and historical themes[11] - The company's gaming business, under the "JINGXIU" brand, focuses on game agency, co-operation, and marketing services, aiming to expand game varieties[72] Investments and Strategic Partnerships - The company's investment in Wanda Cinema aims to strengthen strategic cooperation and leverage Wanda's extensive cinema network and audience data for market insights and trend analysis[13] - Wanda Cinema, in which the company invested, operates 905 cinemas with 7,546 screens in China as of December 31, 2023, holding a market share of 16.7%[13] - The company acquired a 49% stake in Beijing Wanda Investment Co., Ltd. for RMB 2,262 million on July 20, 2023[26] - The fair value of the company's investment in Beijing Wanda Investment Co., Ltd. as of December 31, 2023, was RMB 2,753.373 million, representing 16.51% of the company's total assets[27] - The company is expanding globally through strategic partnerships, including investments in Wanda Film for overseas game distribution[12] - The company's collaboration with Tencent Video is expected to generate annual transaction amounts of RMB 41 million, RMB 99.5 million, and RMB 169.5 million for the fiscal years ending December 31, 2021, 2022, and 2023, respectively[96] - Beijing Jingxiu's collaboration with Tencent Computer is projected to have annual transaction amounts of RMB 300 million, RMB 400 million, and RMB 500 million for the fiscal years ending December 31, 2022, 2023, and 2024, respectively[97] - The 2023 game cooperation framework agreement between Shenzhen Jingxiu and Tencent Computer anticipates annual payable amounts of RMB 1 billion for each fiscal year ending December 31, 2023, 2024, and 2025[99] - The 2023 game cooperation framework agreement also expects annual receivable amounts of RMB 1.2 billion, RMB 700 million, and RMB 700 million for the fiscal years ending December 31, 2023, 2024, and 2025, respectively[100] Financial Position and Cash Flow - The company's cash and bank balances as of December 31, 2023, were approximately RMB 569.9 million, a decrease from RMB 1,189.7 million in the previous year, primarily due to operational needs and investment in Wanda Cinema[20] - The company's total borrowing as of December 31, 2023, was RMB 1,755.4 million, with fixed-rate borrowing accounting for 6.2% of the total borrowing[21] - The company's equity net worth as of December 31, 2023, was approximately RMB 11,037.5 million, with total assets of approximately RMB 16,681.2 million[21] - The company's net current assets as of December 31, 2023, were approximately RMB 3,272.9 million, with a current ratio of 2.0 times[21] - The company's capital gearing ratio, calculated as total debt (interest-bearing borrowing plus lease liabilities) divided by shareholders' funds, was 1.5% as of December 31, 2023[21] - Total assets increased to RMB 16,681,158 thousand in 2023 from RMB 13,218,969 thousand in 2022, reflecting significant growth[157] - Cash and cash equivalents decreased to RMB 569,902 thousand in 2023 from RMB 1,189,720 thousand in 2022, indicating reduced liquidity[157] - Total equity grew to RMB 11,035,984 thousand in 2023 from RMB 7,975,431 thousand in 2022, showing strengthened financial position[157] - Total liabilities increased to RMB 5,645,174 thousand in 2023 from RMB 5,243,538 thousand in 2022, reflecting higher obligations[158] - Cash flow from operating activities improved significantly to RMB 543,234 thousand in 2023 from a negative RMB 322,563 thousand in 2022[169] - Cash used in investing activities increased to RMB 3,337,182 thousand in 2023 from RMB 1,351,439 thousand in 2022, primarily due to increased purchases of financial assets at fair value through profit or loss[169] - Cash flow from financing activities was RMB 2,170,887 thousand in 2023, compared to RMB 1,676,190 thousand in 2022, mainly due to proceeds from the issuance of ordinary shares[169] Corporate Governance and Compliance - The company's directors did not have any significant interests in major contracts or transactions during the year[45] - The company has maintained compliance with disclosure requirements under Chapter 14A of the Listing Rules[101] - The company's financial statements for the year were audited by PricewaterhouseCoopers[107] - The company will propose a resolution to reappoint PricewaterhouseCoopers as auditor at the upcoming annual general meeting[107] - The company's articles of association and Bermuda law do not provide for pre-emptive rights for existing shareholders[103] - The company has maintained sufficient public float throughout the year[103] - The company's board of directors consists of 1 female member, and the overall employee gender ratio is 53% female, reflecting a commitment to gender diversity[115] - The board held 8 meetings during the year to discuss and formulate the group's overall strategy and operational and financial performance[116] - The company has implemented anti-corruption and whistleblowing policies, including anti-bribery clauses in contracts with clients and suppliers, and provides regular training on anti-corruption and anti-fraud policies[112] - The board has adopted a diversity policy to enhance board efficiency and corporate governance, considering factors such as gender, age, cultural and educational background, race, professional experience, and skills[114] - The company has established a pipeline for potential board successors through organized recruitment, selection, and training programs to improve gender diversity[115] - The board is responsible for setting strategic business development, reviewing and monitoring the group's business performance, approving major funding and investment proposals, and preparing and approving the group's financial statements[116] - The company has complied with the requirement to appoint at least three independent non-executive directors, with at least one having appropriate professional qualifications or accounting and financial management expertise[114] - The board has delegated the authority and responsibility for overseeing the group's daily business operations to management executives[113] - The company has established internal policies to ensure the Board of Directors can obtain independent opinions and views, and external experts are hired to assist directors in fulfilling their duties[118] - The Audit Committee held two meetings during the year to approve the audited financial statements and review the interim financial statements, recommending the Board to approve them[124] - The Remuneration Committee held one meeting to discuss and review the compensation of all directors and senior management, including the adoption of the 2023 Share Option Scheme[125] - The Nomination Committee is responsible for reviewing the structure, size, and composition of the Board, and making recommendations for the appointment of directors and senior management[125] - The company has a policy for onboarding new Board members, including introductions to the business scope, roles, and responsibilities of directors, and compliance with continuous professional development requirements[122] - All directors have attended training sessions focusing on the roles, functions, and responsibilities of listed company directors to comply with regulatory requirements[122] - The Audit Committee reviewed the risk management and internal control systems, and discussed significant audit matters with external auditors and senior management before recommending the approval of financial statements[124] - The company has arranged appropriate insurance coverage for directors against potential legal actions[123] - The company's risk management system has been continuously improved, with a clear organizational structure and defined responsibilities for risk management at both the board and management levels[130][131] - The company updated its risk assessment standards in 2023, incorporating qualitative and quantitative dimensions, including strategic, financial, operational, compliance, and market-related risks[132] - The company conducted a comprehensive review of its risk management system in 2023, identifying major risks across key business segments and updating risk databases and assessment methods[134] - The company's internal control system is based on the COSO framework, consisting of five interdependent elements: control environment, risk assessment, control activities, information and communication, and monitoring activities[135] - The company's external auditor fees for the annual financial statement audit amounted to approximately RMB 5,500,000[139] - Non-audit services provided by the external auditor, including due diligence, tax advisory, and compliance services, cost approximately RMB 1,499,000[139] - The company conducted a comprehensive review of its risk management and internal control systems, covering the 2023 fiscal year, and deemed the systems effective and adequate[137] - The audit committee reviewed the resources, qualifications, and training of the accounting, internal audit, and financial reporting functions, with satisfactory results[137] - The company established a whistleblowing mailbox and requires business partners to sign an anti-corruption agreement to promote integrity and transparency[138] - The company has implemented a framework for handling and disclosing insider information, ensuring timely and confidential communication to stakeholders[139] - Shareholders holding at least one-tenth of the company's paid-up share capital with voting rights can request a special general meeting, which must be held within two months of the request[140] - Shareholders can nominate non-board members for director elections by submitting a written notice, which must be verified by the company's share registrar[141] - The company emphasizes investor relations through regular communication, press releases, and media interactions to enhance transparency[143] - The independent auditor confirmed that the consolidated financial statements for 2023 were prepared in accordance with Hong Kong Financial Reporting Standards and the Hong Kong Companies Ordinance[144] - The company's auditors maintained independence and adhered to the Code of Ethics for Professional Accountants issued by the Hong Kong Institute of Certified Public Accountants[147] - The auditors focused on the impairment assessment of goodwill and indefinite-lived operating licenses due to the significant judgment and estimates involved[149] - The company's financial statements were audited under the Hong Kong Standards on Auditing, with the auditors obtaining sufficient and appropriate audit evidence to support their opinion[145] Goodwill and Impairment - Goodwill and indefinite-lived operating licenses were assessed for impairment, with carrying amounts of approximately RMB 4,214,619,000 and RMB 674,557,000 as of December 31, 2023, accounting for about 29.3% of the company's total assets[146] - The company acquired Virtual Cinema Entertainment Limited, contributing to the goodwill and indefinite-lived operating licenses[146] - Management conducted impairment tests by comparing carrying amounts with recoverable amounts of cash-generating units, concluding no impairment was necessary as of December 31, 2023[146] - Key assumptions used in impairment testing included revenue growth rate, perpetual growth rate, gross margin, and pre-tax discount rate[150] - The company's internal valuation experts reviewed the models and assumptions used in the impairment assessment, comparing them with historical performance, market data, and industry studies[146] - Goodwill is not amortized but is tested for impairment annually or more frequently if events or changes in circumstances indicate potential impairment[191] - Operating licenses in China for TV dramas, programs, and films are considered to have indefinite useful lives and are not amortized unless their useful lives are determined to be finite[192] Share Options and Equity - The 2013 Share Option Plan was terminated in 2023, with a maximum of 7,359,057,611 shares issuable under the plan, representing 10% of the issued shares as of June 10, 2016[33] - No share options were granted under the 2013 Share Option Plan from January 1, 2024, until its termination[34] - As of December 31, 2023, 181,917,000 share options granted under the 2013 Share Option Plan remained unexercised[34] - The company issued 181,917,000 share options on November 26, 2021, under the 2013 Share Option Plan[34] - The number of share options available for grant under the 2013 Share Option Plan decreased from 553,988,761 at the beginning of the year to zero at the end of 2023 due to the plan's termination[34] - Total stock options granted to directors as of December 31, 2023, amounted to 58,000 thousand shares, with an exercise price of HKD 3.43 per share[35] - Stock options granted to senior management and employees (excluding directors) as of December 31, 2023, totaled 123,917 thousand shares, with an exercise price of HKD 3.43 per share[36] - The 2023 Stock Option Plan was adopted on June 28, 2023, and will expire on June 27, 2033, aiming to reward eligible participants for their contributions to the group[38] - The total number of share options available for issuance under the 2023 Share Option Plan is 1,000,464,754 shares, representing approximately 8.64% of the issued shares as of the report date[41] - The service provider sub-limit for share options under the 2023 Share Option Plan is 500,232,377 shares, unchanged from the adoption date to the end of the year[41] -

Investment Rating - The report maintains a "Buy" rating for the company, indicating a positive outlook for its stock performance [1]. Core Views - The company has shown significant recovery across its business segments, with a notable collaboration with Wanda expected to enhance future performance [1]. - In 2023, the company achieved a revenue of 3.63 billion RMB, representing a year-on-year growth of 175%, and an adjusted profit of 970 million RMB, up 276% [1]. - The gross margin for 2023 was 32%, an increase of 12.2 percentage points compared to the previous year [1]. - The content production segment saw revenues of 2.22 billion RMB, a substantial increase driven by the recovery of the film market [1]. - The online gaming service segment reported revenues of 446 million RMB, reflecting a growth of 703% year-on-year [1]. Summary by Sections Content Production - The film market environment is gradually recovering, with the company focusing on high-quality content. In 2023, the revenue from film and television production reached 2.22 billion RMB, significantly boosted by the release of quality projects [1]. - The total box office in China for 2023 reached 54.915 billion RMB, with audience attendance hitting 1.299 billion, marking a new high in four years [1]. - The company has increased its film production output, with notable box office performances from films like "Hot" and "Exchange Life" [1]. Online Gaming - The online gaming business is expanding rapidly, with a revenue of 446 million RMB in 2023, a 703% increase from 2022 [1]. - The gaming industry as a whole saw its revenue exceed 300 billion RMB in 2023, with a user base reaching 660 million [1]. - The company plans to launch several new games in 2024, which are expected to contribute positively to its revenue [1]. Collaboration with Wanda - The company has invested in Wanda Film, aiming for upstream and downstream business collaboration. This partnership is expected to enhance content production and distribution capabilities [1]. - The collaboration includes plans for co-producing animated films and leveraging Wanda's distribution channels to expand brand influence [1]. AI Integration - The establishment of the Pumpkin Film AI Technology Laboratory aims to innovate in scriptwriting, character design, and other areas, potentially reducing production costs [1]. - The company plans to release interactive narrative games that integrate AI technology, enhancing the synergy between gaming and film [1]. Financial Projections - The company is projected to achieve revenues of 5.27 billion RMB and 7.37 billion RMB in 2024 and 2025, respectively, with year-on-year growth rates of 45.2% and 40.0% [1]. - Net profits are expected to reach 1.606 billion RMB and 2.323 billion RMB for the same years, with corresponding price-to-earnings ratios of 29.6 and 23.2 [1].

Financial Performance - For the fiscal year ending December 31, 2023, the company reported revenue of RMB 3,627 million, a significant increase of 175% compared to RMB 1,320 million in the previous year[6]. - The adjusted net profit for the same period was RMB 967.4 million, representing a substantial growth of 276% from RMB 257 million in the prior year[7]. - The gross profit margin improved to 32% from 19.8% year-on-year, indicating enhanced operational efficiency[3]. - The company's basic and diluted earnings per share were RMB 0.06550 and RMB 0.05968, respectively, down from RMB 0.08430 and RMB 0.07629 in the previous year[6]. - The total box office revenue for the year reached RMB 54.915 billion, with audience attendance hitting 1.299 billion, marking a significant recovery in the industry[11]. - The total comprehensive income for the year was RMB 662,718 thousand, slightly up from RMB 625,195 thousand in 2022, showing a modest increase in overall financial performance[47]. - The company reported a net other income of RMB 239,184,000 in 2023, a decrease from RMB 1,031,025,000 in 2022, representing a decline of approximately 76.8%[112]. - The company's income tax expense for 2023 was RMB 293,377,000, a significant increase from RMB 62,289,000 in 2022, reflecting a year-over-year growth of 371%[8]. Revenue Segments - The film and television production, online streaming, and online gaming segments generated revenue of RMB 3,596 million, contributing significantly to the overall revenue growth[6]. - The net profit from the film and television production segment surged to RMB 1,163 million, a remarkable increase of 543% compared to RMB 181 million in the previous year[6]. - The online gaming service revenue reached RMB 446 million, representing a 703% increase compared to the previous year[18]. - For the year ending December 31, 2023, the total revenue from online streaming and gaming business was RMB 3,627,247 thousand, with a segment profit of RMB 1,331,452 thousand[96]. - The company reported a significant increase in online streaming revenue, with RMB 2,227,108 thousand recognized at a point in time for the year ending December 31, 2023[96]. Investments and Acquisitions - The company completed a significant acquisition on July 20, 2023, purchasing a 49% stake in Beijing Wanda Investment Co., Ltd. for RMB 2,262 million[43]. - The company holds significant investments, with the fair value of its investment in Beijing Wanda Investment representing 16.51% of total assets as of December 31, 2023[44]. - The company has made significant investments in financial assets, totaling RMB 3,514,380,000 as of December 31, 2023, up from RMB 587,047,000 in 2022, indicating a substantial increase of 497%[131]. - The company’s investments in non-listed companies amounted to RMB 2,803,373,000 as of December 31, 2023, with no comparable figure for the previous year, indicating a new strategic direction in investment[131]. Financial Position - The company held cash and bank balances of approximately RMB 569.9 million as of December 31, 2023, down from RMB 1,189.7 million in 2022, primarily due to operational needs and investments in Wanda Film[33]. - Total borrowings amounted to RMB 1,755.4 million as of December 31, 2023, slightly down from RMB 1,769.9 million in 2022, with fixed-rate borrowings accounting for 6.2% of total borrowings[34]. - The company's equity net worth increased to approximately RMB 11,037.5 million as of December 31, 2023, compared to RMB 7,971.2 million in 2022[34]. - The current ratio was 2.0 times as of December 31, 2023, down from 2.5 times in 2022, indicating a decrease in liquidity[34]. - Total assets increased to RMB 16,681,158 thousand in 2023, up from RMB 13,218,969 thousand in 2022, representing a growth of approximately 26.5%[50]. - Total liabilities amounted to RMB 5,645,174 thousand in 2023, a slight increase from RMB 5,243,538 thousand in 2022, indicating a growth of 7.6%[51]. Employee and Operational Costs - Employee costs totaled approximately RMB 205.9 million for the year ended December 31, 2023, up from RMB 202.2 million in 2022, reflecting a slight increase in workforce expenses[41]. - Employee benefits expenses, including director remuneration, increased to RMB 205,886,000 in 2023 from RMB 202,204,000 in 2022, reflecting a growth of approximately 1.3%[110]. - Research and development expenses rose to RMB 33,257,000 in 2023, compared to RMB 27,702,000 in 2022, indicating an increase of approximately 19.1%[110]. Credit Risk Management - The company has a significant credit risk exposure, with 52% of trade receivables due from the top five customers as of December 31, 2023[58]. - The company is actively monitoring customer repayment situations to mitigate credit risk, with no long-term credit terms provided to counterparties[58]. - The company has established a dedicated team to manage credit limits, approvals, and monitoring procedures to mitigate credit risk[59]. - The collective loss provision for receivables as of December 31, 2023, is approximately RMB 98,874,000, an increase from RMB 34,547,000 as of December 31, 2022[66]. Future Plans and Strategies - The company plans to continue seeking collaborations with international production companies to enhance its global influence and diversify its content offerings[13]. - Upcoming projects include a variety of films and television series, ensuring a robust pipeline for future revenue generation[13]. - The company plans to launch several AI films in 2024, leveraging the advancements from its AI technology lab to reduce production costs[17]. - The company aims to expand its global market presence and strategic partnerships with leading gaming companies to enhance brand influence[22]. - The company plans to introduce interactive narrative games that combine live-action film and AI-generated content in 2024[21]. Corporate Governance - The audit committee, composed of three independent non-executive directors, has reviewed the group's financial statements for the fiscal year ending December 31, 2023[154]. - The company has adopted the corporate governance code and has established internal policies to ensure compliance[152]. - The company has confirmed that all directors have complied with the standard code of conduct for securities trading during the fiscal year ending December 31, 2023[153].

Financial Performance - For the six months ended June 30, 2023, the company reported a loss attributable to equity holders of approximately RMB 262 million, a decrease of approximately RMB 409 million compared to a profit of RMB 147 million for the same period in 2022[6]. - Revenue increased from approximately RMB 652 million for the six months ended June 30, 2022, to approximately RMB 804 million for the same period in 2023, with film and television production, online streaming, and gaming business revenue reaching approximately RMB 785 million[6]. - The company's EBITDA for the six months ended June 30, 2023, was approximately RMB 688 million, compared to approximately RMB 344 million for the same period in 2022[6]. - Adjusted EBITDA and adjusted EBITDA margin for the six months ended June 30, 2023, were approximately RMB 540 million and 67.2%, respectively, compared to approximately RMB 386 million and 59.2% for the same period in 2022[6]. - Total revenue for the six months ended June 30, 2023, was RMB 804,056 thousand, an increase from RMB 651,797 thousand in the same period of 2022, representing a growth of approximately 23.3%[94]. - The gross loss for the period was RMB (345,302) thousand, compared to a gross profit of RMB 353,871 thousand in the previous year, reflecting a negative shift in profitability[94]. - Operating loss for the six months was RMB (335,883) thousand, a decline from an operating profit of RMB 248,893 thousand in 2022[94]. - The net loss for the period was RMB (263,651) thousand, compared to a net profit of RMB 146,567 thousand in the same period last year[94]. - The company reported a pre-tax loss of RMB 346,096 thousand for the six months ended June 30, 2023, compared to a pre-tax profit of RMB 222,066 thousand for the same period in 2022[155]. Revenue Breakdown - The film and television production business generated revenue of approximately RMB 646 million in the first half of 2023, showing significant growth compared to the same period last year[8]. - The online streaming segment generated revenue of RMB 646,372 thousand, up from RMB 491 thousand in the previous year, indicating significant growth[161]. - The online gaming segment's revenue was RMB 43,438 thousand, a slight increase from RMB 41,341 thousand in the previous year[161]. - Revenue from Mainland China reached RMB 792,255,000, up 25.7% from RMB 630,251,000 in the previous year[165]. Market and Strategic Initiatives - The company plans to leverage its strong producer team and innovative content creation to enhance its market position and drive future growth[10]. - The company has a robust pipeline of film and television projects, with several high-profile releases expected to significantly boost revenue and profit in the second half of 2023[11]. - The company is focused on optimizing its revenue structure and expanding its presence in the film and television industry, supported by favorable national policies and a recovering consumer market[7]. - The company plans to expand its gaming portfolio with new titles, including a Three Kingdoms-themed simulation game and several RPGs, expecting significant revenue and profit growth in the second half of the year[20]. - The company will strengthen global market expansion and strategic partnerships with leading gaming companies to enhance brand influence[20]. Financial Position and Liquidity - Cash and bank balances as of June 30, 2023, were approximately RMB 889.2 million, down from RMB 1,189.7 million as of December 31, 2022, indicating a decrease of about 25.3%[27]. - Total borrowings as of June 30, 2023, were RMB 1.8652 billion, an increase from RMB 1.7699 billion as of December 31, 2022, reflecting a rise of approximately 5.3%[28]. - The net equity as of June 30, 2023, was approximately RMB 7.7133 billion, down from RMB 7.9712 billion as of December 31, 2022, a decrease of about 3.2%[28]. - The current ratio as of June 30, 2023, was 1.7, down from 2.5 as of December 31, 2022, indicating a decline in liquidity[28]. - The company reported cash outflows from investing activities of RMB (208,412) thousand, compared to RMB (1,045) thousand in the prior year[103]. Share Options and Corporate Governance - The 2013 Share Option Scheme was terminated at the 2023 Annual General Meeting, with no options granted during the reporting period[40]. - The new 2023 Share Option Scheme was adopted on June 28, 2023, allowing the company to grant options to eligible participants for ten years[49]. - The maximum number of shares that can be granted to any participant in a twelve-month period is capped at 1% of the total issued shares[52]. - The company’s board believes that good corporate governance is crucial for effective operations and has adopted internal policies to ensure compliance with the Hong Kong Stock Exchange's corporate governance code[77]. - The company has not established the position of Chief Executive Officer, with the board overseeing daily operations[79]. Employee and Operational Costs - The company employed 406 employees as of June 30, 2023, with total employee costs amounting to approximately RMB 103.9 million for the six months ended June 30, 2023, compared to RMB 110.8 million for the same period in 2022[69]. - Employee benefits expenses, including director remuneration, decreased to RMB 103,866 thousand for the six months ended June 30, 2023, from RMB 113,418 thousand in the previous year, a decline of approximately 8.5%[198]. - Depreciation of property, plant, and equipment was RMB 1,529 thousand for the six months ended June 30, 2023, down from RMB 2,085 thousand in the previous year, indicating a reduction of about 26.5%[198]. Credit Risk Management - The company has established a dedicated team to manage credit limits and monitor overdue debts to mitigate credit risk[121]. - The provision for expected credit losses for individually assessed trade receivables as of June 30, 2023, was approximately RMB 63.85 million, unchanged from December 31, 2022[125]. - The company has not made any significant changes to its risk management policies since December 31, 2022[117]. - The expected credit loss model for other receivables is based on a 12-month expected loss, with full lifetime expected losses applied when credit risk has significantly increased since initial recognition[134]. Investment and Asset Management - The total investment in non-listed companies amounted to RMB 50,000 thousand as of June 30, 2023, with no prior investment reported[181]. - The company has made significant investments in film and television program copyrights, with a total of RMB 3,834,790,000 as of June 30, 2023, down from RMB 4,060,984,000 at the end of 2022, a decrease of 5.6%[174]. - The total carrying amount of trade receivables as of June 30, 2023, was RMB 996,665,000, with total allowances for expected credit losses amounting to RMB 125,306,000[143].