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） 截至二零二二年十二月三十一日止年之 年度業績公告 財務摘要 二零二二年 二零二一年 人民幣千元 人民幣千元 收入 1,319,928 2,318,132 毛利 261,615 1,032,268 毛利率 19.8% 44.5% 淨利潤 787,552 1,173,652 淨利率 59.7% 50.6% 經調整淨利潤（附註） 256,974 470,110 經調整EBITDA 830,391 944,971 經調整EBITDA利潤率 62.9% 40.8% 每股基本盈利 人民幣0.08430元 人民幣0.12792元 ...

Financial Performance - Total revenue for the six months ended June 30, 2022, was RMB 651,797 thousand, a decrease of 53.3% compared to RMB 1,395,040 thousand for the same period in 2021[15]. - Gross profit for the same period was RMB 353,871 thousand, down 27.1% from RMB 485,880 thousand year-on-year[15]. - Operating profit for the six months ended June 30, 2022, was RMB 248,893 thousand, a significant recovery from an operating loss of RMB 2,397,992 thousand in the prior year[15]. - The company reported a net profit of RMB 146,567 thousand for the six months ended June 30, 2022, compared to a net loss of RMB 2,448,786 thousand in the same period last year[15]. - Basic earnings per share for the period was RMB 1.59, a recovery from a loss per share of RMB 26.87 in the previous year[16]. - The company recorded a foreign exchange loss of RMB 71,900 million for the six months ended June 30, 2022, compared to a loss of RMB 4,513 million in the same period of 2021, indicating a substantial increase in foreign exchange impact[70]. - The company reported a net other income of RMB 33,918 million for the six months ended June 30, 2022, compared to a net loss of RMB 2,558,283 million in the same period of 2021, indicating a substantial turnaround[79]. Assets and Liabilities - The total assets of China Ruyi Holdings Limited increased to RMB 11,349,906 thousand as of June 30, 2022, compared to RMB 10,619,892 thousand as of December 31, 2021, representing a growth of approximately 6.9%[13]. - The total liabilities increased to RMB 5,363,606 thousand as of June 30, 2022, compared to RMB 5,000,476 thousand at the end of 2021, reflecting a rise of 7.3%[14]. - The company's cash and cash equivalents decreased significantly to RMB 456,772 thousand from RMB 1,139,463 thousand, indicating a decline of approximately 59.9%[13]. - The trade receivables rose to RMB 2,396,111 thousand from RMB 1,300,529 thousand, marking an increase of around 84.7%[13]. - The company's total equity increased to RMB 7,998,844,000 as of June 30, 2022, from RMB 7,752,893,000 as of December 31, 2021, reflecting a growth of 3.2%[65]. - The total borrowings as of June 30, 2022, amounted to RMB 1,593,079 million, an increase from RMB 1,523,018 million as of December 31, 2021, showing a growth of approximately 4.6%[72]. Investments and Assets Valuation - The company’s investment in film and television program rights increased to RMB 654,146 million as of June 30, 2022, compared to RMB 559,058 million as of December 31, 2021, reflecting an increase of approximately 17%[77]. - The total completed film and television program copyrights amounted to RMB 806,913,000 as of June 30, 2022, up from RMB 612,835,000 as of December 31, 2021[54]. - The company has not recognized any impairment for completed or in-progress film and television program copyrights as of June 30, 2022[29]. - The fair value of listed equity securities decreased to RMB 30,417,000 as of June 30, 2022, from RMB 44,846,000 as of December 31, 2021, reflecting a decline of 32.3%[61]. Share Capital and Financing - The company has issued 120,000,000 new ordinary shares, increasing the total issued share capital to 9,354,647,545 shares as of June 30, 2022[66]. - The company entered into a share subscription agreement with Water Lily Investment Limited to issue 64,000,000 new ordinary shares at HKD 2.50 per share, raising approximately HKD 300 million net[123]. - Another share subscription agreement was made with Mr. Liu for 56,000,000 new ordinary shares at the same price, contributing to the total net proceeds of HKD 300 million[123]. - The net proceeds from the share subscriptions are intended for general working capital and business development and expansion[124]. Operational Highlights - The company maintained a high production rate for film and television projects, with 7 films and 4 series commencing production in the first half of 2022 despite disruptions from the COVID-19 pandemic[103]. - The company is actively expanding its streaming content offerings, including games and IP monetization, to enhance user experience and service quality[104]. - The company launched two mobile games, "Chaos in the World" and "Legend of the World," which achieved significant revenue shortly after their release[104]. - The company is committed to diversifying its business across film production, streaming platform operations, and game development to ensure robust growth[104]. Risk Management - The company faces various financial risks, including market risk, credit risk, and liquidity risk, with no changes to risk management policies since December 31, 2021[31]. - The company faces significant risks related to fluctuations in the RMB exchange rate, as most of its assets and liabilities are denominated in RMB[122]. Corporate Governance - The company has established internal policies to ensure compliance with corporate governance standards, although there were deviations noted regarding the separation of roles between the chairman and CEO[151]. - The chairman was unable to attend the annual general meeting held on June 13, 2022, but the meeting was chaired by an independent non-executive director[151]. - The company confirms that all directors have complied with the standard code of conduct for securities trading during the six months ending June 30, 2022[152].

User Growth and Engagement - As of December 31, 2021, the total registered users of the "Pumpkin Movie" platform reached 70.84 million, representing a 101% increase compared to December 31, 2020[9]. - The number of paid subscription users increased to 28.68 million, showing a significant growth of 472% year-on-year[9]. - The company aims to enhance user engagement and retention through innovative technology and multi-channel customer acquisition strategies[7]. - The overall market environment for streaming services in China is improving, with increasing consumer willingness to pay for quality content[7]. Content Production and Streaming Services - The company has focused on high-quality content production and online streaming services, leveraging partnerships with major stakeholders like Tencent Holdings[7]. - The implementation of new copyright laws and standards in China has provided a favorable legal environment for the company's content production and streaming business[7]. - The company has adopted a subscription-based model for its streaming services, emphasizing ad-free viewing experiences for users[8]. - The group has established a data-driven content production model, leveraging user viewing data to create films that align with user preferences[14]. - The group is committed to deepening the application of intelligent technology to upgrade the streaming media industry and provide immersive cultural and entertainment experiences[13]. - The group aims to enhance its content production and online streaming business by leveraging technology to provide immersive viewing experiences[65]. - The group’s content production and online streaming operations are primarily conducted through its subsidiaries, which include Beijing Ruyi and Shanghai Ruyi[66]. - The group is focused on producing popular films and television content to drive growth in its streaming business[65]. Financial Performance - For the year ended December 31, 2021, the company recorded a profit attributable to owners of approximately RMB 1,174 million, an increase of approximately RMB 1,162 million compared to RMB 12 million for the year ended December 31, 2020[19]. - Total revenue for the year 2021 reached RMB 2,318,132 thousand, a significant increase from RMB 230,114 thousand in 2020, representing a growth of approximately 908%[177]. - Gross profit for 2021 was RMB 1,032,268 thousand, compared to RMB 110,222 thousand in 2020, indicating a growth of about 836%[177]. - Operating profit surged to RMB 967,614 thousand in 2021, up from RMB 5,180 thousand in 2020, reflecting a remarkable increase of approximately 18,580%[177]. - Net profit attributable to equity holders for 2021 was RMB 1,175,339 thousand, compared to RMB 12,022 thousand in 2020, marking an increase of around 9,786%[178]. - The company reported a cumulative loss reduction from RMB (3,535,688) thousand in 2020 to RMB (2,360,349) thousand in 2021, improving by approximately 33%[173]. Acquisitions and Investments - The company completed the acquisition of Virtual Cinema Entertainment Limited and its subsidiaries on January 20, 2021, with no other significant acquisitions or disposals reported for the year[29]. - The acquisition of Virtual Cinema Entertainment Limited was completed for a total consideration of RMB 5,683,735,000[156]. - The identified net assets of Virtual Cinema at the acquisition date were valued at RMB 1,403,159,000, with goodwill amounting to RMB 4,214,619,000 and indefinite-lived licenses valued at RMB 674,557,000[156]. - The fair value of the contingent consideration related to the acquisition of Virtual Cinema is estimated at RMB 2,060,578,000, due by 2024[160]. Corporate Governance and Management - The board emphasizes the importance of good corporate governance practices to ensure smooth and effective operations, adhering to the corporate governance code despite some deviations due to COVID-19 restrictions[115]. - The company has not appointed a CEO, with the board itself responsible for overseeing daily operations and ensuring alignment with board directives[115]. - The board consists of both executive and independent non-executive directors, ensuring compliance with listing rules regarding independent director appointments[118]. - The company has established a board diversity policy to enhance efficiency and governance, considering factors such as gender, age, cultural background, and professional experience[119]. - The independent non-executive directors confirmed their independence in accordance with listing rules, ensuring no personal relationships with other directors or the CEO[121]. Risk Management and Compliance - The company has established a framework for assessing the impact of COVID-19 related rent concessions under the new accounting standards[188]. - The company has implemented appropriate clauses in the structure agreements to ensure their enforceability against the legal successors of the original operating company shareholders[87]. - The risk management framework has been continuously improved, with clear roles and responsibilities established for the board and the Audit Committee in overseeing risk management[129]. - The company has engaged external consulting firms to assist in deepening risk management efforts throughout the year[135]. Legal and Regulatory Environment - The online streaming media business is subject to regulations requiring a license that only state-owned or state-controlled companies can obtain[62]. - Foreign investment in internet cultural operations is restricted, allowing only Chinese companies or joint ventures with less than 50% foreign ownership to apply for the necessary licenses[63]. - The group’s online streaming and content production businesses are subject to significant legal restrictions on foreign investment, necessitating the use of contractual structures for operational control[65]. Employee and Director Compensation - The remuneration policy for employees is determined based on merit, qualifications, experience, and ability, while directors' remuneration is based on company performance and market statistics[96]. - The company aims to attract and retain high-quality employees through its stock option plan, which has a maximum issuance limit of 30% of the total issued shares[34]. - The stock options granted to senior management and key employees on November 26, 2021, totaled 181,917,000[34]. Financial Position and Assets - As of December 31, 2021, the total assets of the group were approximately RMB 9.509 billion, representing about 90% of the group's total assets[69]. - The company’s share premium rose to RMB 7,752,893 thousand in 2021 from RMB 4,511,147 thousand in 2020, an increase of approximately 72%[173]. - The company reported a cash inflow from financing activities of RMB 1,710,036 thousand, a substantial increase from RMB 13,577 thousand in the previous year[182].