Financial Performance - In 2022, the Group recorded revenue of approximately RMB 114.1 million, representing a decrease of 19.7% compared to the previous year[20]. - The Group reported a loss of approximately RMB 20.1 million for the year, attributed to the payback period of game research and development investment and inventory impairment of trading electronic devices and semiconductors[20]. - Gross profit for the year was RMB 5.8 million, down from RMB 13.6 million in 2021[12]. - The Group's EBITDA for the year was reported at RMB (2.2) million, a significant decline from RMB 32.1 million in 2021[12]. - Adjusted EBITDA for the year was RMB 0.3 million, recovering from a loss of RMB 13.4 million in 2021[12]. Assets and Liabilities - Non-current assets increased to RMB 267.3 million in 2022 from RMB 155.4 million in 2021, reflecting a growth of 72%[16]. - Total assets amounted to RMB 724.0 million, slightly up from RMB 713.4 million in 2021[16]. - Total equity reached RMB 643.2 million, a marginal increase from RMB 636.7 million in the previous year[16]. - Current liabilities rose to RMB 78.3 million in 2022, compared to RMB 71.0 million in 2021, indicating a 1.8% increase[16]. Business Strategy and Investments - The Group continues to invest in online gaming and trading of electronic devices and semiconductors to improve operational efficiency[19]. - The Group plans to strengthen internal management, improve efficiency, and reduce costs in response to ongoing economic challenges[25]. - The Group will increase investment in research and development for the gaming business, incorporating new technologies such as cloud computing, blockchain, and AI to enhance product quality and technical standards[25]. - The Group aims to actively expand its business and develop long-term, stable investment channels while seeking new business directions[25]. Shareholding and Corporate Governance - The Group's distributable reserves as of December 31, 2022, were approximately RMB 643.1 million, with no final dividend proposed for the year[50]. - As of December 31, 2022, Managecorp Limited holds 29,437,335 ordinary shares, representing approximately 20.06% of the total shareholding[86]. - Foga Group is a beneficial owner of 21,673,338 ordinary shares, accounting for about 14.77% of the total shareholding[86]. - Wang Dongfeng, as the founder of the discretionary trust, also holds 21,673,338 ordinary shares, equivalent to 14.77% of the total shareholding[86]. - The Company maintained the required amount of public float under the Listing Rules during the year ended December 31, 2022[63]. Regulatory and Compliance Issues - The Company faces risks if the PRC government determines that the underlying agreements of the Contractual Arrangements do not comply with PRC laws, which could lead to severe penalties or loss of operational interests[148]. - The effectiveness of the Contractual Arrangements in providing operational control may not match that of direct ownership, posing risks if the PRC Operational Entities or their shareholders fail to fulfill their obligations[153]. - There are substantial uncertainties regarding the interpretation and application of PRC laws, which may affect the enforceability of the Contractual Arrangements[139]. - The Group's business operations in China may face enforceability issues under PRC laws, which could complicate the execution of the Contractual Arrangements[169]. Employment and Remuneration - As of December 31, 2022, the Group had 39 full-time employees, with remuneration policies based on individual performance and regularly reviewed[197]. - The remuneration of Directors and the five highest-paid employees is detailed in note 14 to the Financial Statements[198].

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的內容概不負 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的任何損失承擔任何責任。 Forgame Holdings Limited 雲遊控股有限公司 （於開曼群島註冊成立之有限公司） （股份代號：00484） 截至二零二二年十二月三十一日止年度的全年業績公告 雲遊控股有限公司（「本公司」或「雲遊」）董事（「董事」）會（「董事會」）謹此宣佈本公 司及其附屬公司（統稱「本集團」或「我們」）截至二零二二年十二月三十一日止年 度之合併全年業績。 股息 董事會不建議就截至二零二二年十二月三十一日止年度派付任何末期股息（二 零二一年：無）。 概覽及展望 概覽 二零二二年，包括新冠疫情反彈、俄烏衝突及其引發的糧食和能源危機、通脹飆 升債務收緊以及氣候緊急狀況等一系列相互影響的嚴重衝擊，導致世界經濟遭 ...

Financial Performance - Revenue for the six months ended June 30, 2022, was RMB 34,509,000, a decrease of 62.9% compared to RMB 93,002,000 in the same period of 2021[14] - Gross profit for the same period was RMB 4,878,000, down 49.7% from RMB 9,691,000 in 2021[14] - Profit from continuing operations was RMB 10,625,000, representing a decline of 29.7% from RMB 15,104,000 in the previous year[14] - EBITDA for the period increased by 21.8% to RMB 18,019,000, compared to RMB 14,797,000 in 2021[14] - Adjusted EBITDA for the period was RMB 16,370,000, an increase of 81.6% from RMB 9,013,000 in the same period last year[14] - The Group recorded total revenue of approximately RMB34.5 million in the first half of 2022, representing a decrease of 62.9% compared to RMB93.0 million in the same period last year[22] - Revenue from the Group's game business decreased by approximately 15.7% to RMB7.9 million for the six months ended June 30, 2022, down from RMB9.4 million in the same period last year[43] - Revenue generated from the electronic device and semiconductor business decreased by approximately 68.2% to RMB26.6 million for the six months ended June 30, 2022, down from RMB83.6 million in the same period last year[45] - Profit from continuing operations decreased from RMB15.1 million for the six months ended June 30, 2021 to RMB10.6 million for the six months ended June 30, 2022[53] - The decrease in profit was mainly due to the decrease in gross profit[53] Financial Position - Total assets decreased by 1.0% to RMB705.996 million from RMB713.395 million[19] - Total equity increased by 3.2% to RMB656.933 million compared to RMB636.656 million in the previous period[19] - Current liabilities decreased significantly by 37.6% to RMB44.317 million from RMB70.987 million[19] - The Group's net current assets decreased to RMB 443.1 million as of June 30, 2022, down from RMB 487.0 million as of December 31, 2021, due to inventory being transferred to property and equipment[65] - Total cash and cash equivalents decreased to RMB 295.8 million as of June 30, 2022, from RMB 370.3 million as of December 31, 2021, attributed to increased inventories and investments[68] - The Group's bank borrowings remained at RMB 4.0 million, with a gearing ratio of 0.57% as of June 30, 2022, slightly up from 0.55% at the end of 2021[70] - As of June 30, 2022, total equity increased to RMB 656.9 million from RMB 636.7 million as of December 31, 2021, primarily due to profits generated during the period[64] Operational Strategy - The company is focusing on restructuring and optimizing its operations to improve future performance[14] - Management is exploring new market opportunities and potential product innovations to drive growth[14] - The company aims to enhance its competitive position through strategic partnerships and market expansion initiatives[14] - The Group achieved certain results in cost control and recovery of past outstanding loans during the first half of 2022[22] - The management actively reviewed business operations and integrated resources to maintain stability in the online gaming and semiconductor trading businesses[22] - The Group plans to actively develop cloud-games and cloud-storage products in the second half of 2022 while upgrading existing games to maintain stable gaming revenue[110] - The Group will take measures to control receivables risk and actively dispose of inventories to maintain healthy cash flow[110] - The Group's future plans include optimizing business structure and improving management efficiencies with a focus on sustainable development[111] - The company aims to enhance operational capabilities, reduce costs, and recover outstanding loans through commercial and legal means[113] Risks and Challenges - The Group is exposed to risks including exchange rate fluctuations, inventory management issues, and supply chain disruptions in its electronic device and semiconductor business[108] - The Group faces risks from industry policies, revenue declines, and rapid market changes in its traditional online game business[103] Shareholding Structure - As of June 30, 2022, Managecorp Limited holds 29,437,335 ordinary shares, representing approximately 20.06% of the company's shareholding[127] - Foga Group is a beneficial owner of 21,673,338 ordinary shares, accounting for about 14.77% of the total shareholding[127] - LIAO Dong holds 7,763,997 shares, representing approximately 5.29% of the total shareholding[130] - Foga Internet Development Ltd. owns 7,785,700 shares, accounting for about 5.31% of the total shareholding[130] - YANG Tao has a controlled interest in 7,785,700 shares, which is approximately 5.31% of the total shareholding[130] - KongZhong Corporation is a beneficial owner of 10,202,168 shares, representing 6.95% of the total shareholding[130] - Linkedsee Group Limited also holds 10,202,168 shares, accounting for 6.95% of the total shareholding[132] - China Create Capital Limited is a beneficial owner of 9,584,000 shares, which is approximately 6.53% of the total shareholding[135] - Baseway Co Ltd holds 9,614,760 shares, representing about 6.55% of the total shareholding[135] - GU Wei has a controlled interest in 9,614,760 shares, accounting for 6.55% of the total shareholding[135] - The total number of shares held by major shareholders indicates a significant concentration of ownership within the company[130] Corporate Governance - As of June 30, 2022, there were no material litigation liabilities incurred by any director of the company[120] - The company will continue to review and monitor its corporate governance practices to ensure compliance with the Corporate Governance Code[120] - The company estimates limited risk of any material events for which any director shall take significant responsibility in the foreseeable future[120]

Financial Performance - Revenue for 2021 was RMB 142,136,000, a significant increase from RMB 53,560,000 in 2020, representing a growth of 165%[17] - Gross profit for the year was RMB 13,601,000, compared to RMB 12,960,000 in 2020, indicating a slight increase[17] - The profit for the year was RMB 31,581,000, a turnaround from a loss of RMB 38,173,000 in 2020[17] - EBITDA for 2021 was RMB 32,109,000, improving from a negative EBITDA of RMB 32,150,000 in 2020[17] - Adjusted EBITDA for the year was a loss of RMB 13,420,000, compared to a loss of RMB 32,330,000 in 2020, showing improvement[17] - In 2021, the Group recorded revenue of approximately RMB 142.1 million, representing an increase of 165.4% compared to the previous year[24] - The Group achieved a profit of approximately RMB 17.5 million for the year, marking a turnaround from loss to profit[24] Assets and Liabilities - Total assets as of December 31, 2021, amounted to RMB 713.4 million, an increase from RMB 678.2 million in 2020[20] - Total equity increased to RMB 636.7 million in 2021, compared to RMB 612.0 million in 2020[20] - The Group's non-current liabilities decreased to RMB 5.8 million in 2021 from RMB 8.0 million in 2020[20] - Current liabilities rose to RMB 71.0 million in 2021, up from RMB 58.2 million in 2020[20] - As of December 31, 2021, the Company had distributable reserves of approximately RMB 636.6 million, an increase from RMB 612.0 million as of December 31, 2020[51] Business Strategy and Outlook - The company aims to enhance its market presence and explore new product development strategies moving forward[17] - Future outlook includes potential market expansion and strategic acquisitions to drive growth[17] - The Group plans to increase investment in research and development of games and peripheral storage products in 2022[29] - The Group aims to explore opportunities for business upgrading and transformation while stabilizing income sources through diversified development[29] - The ongoing pandemic and international political instability are expected to pose challenges in 2022[29] - The Group will focus on consolidating internal and external resources to cope with market risks[29] Shareholding Structure - As of December 31, 2021, Managecorp Limited holds 29,437,335 ordinary shares, representing approximately 20.06% of the shareholding[98] - Foga Group is a beneficial owner of 21,673,338 ordinary shares, accounting for approximately 14.77% of the shareholding[98] - WANG Dongfeng, as the founder of the discretionary trust, also holds 21,673,338 ordinary shares, which is approximately 14.77% of the shareholding[98] - Foga Holdings owns 7,763,997 ordinary shares, representing about 5.29% of the shareholding[101] - Foga Internet Development has a beneficial ownership of 7,785,700 ordinary shares, equating to approximately 5.31% of the shareholding[101] - KongZhong Corporation holds 10,202,168 ordinary shares, which is approximately 6.95% of the shareholding[101] - The company has a significant shareholding structure, with multiple entities holding 10,202,168 ordinary shares, representing approximately 6.95% of the total shares[103][106]. Corporate Governance - The appointment of Directors is effective for an initial term of three years, renewable for a further term of three years[86] - All Independent Non-executive Directors have confirmed their independence in accordance with the Listing Rules[90] - Mr. WONG Chi Kin is eligible and has offered himself for re-election as Director at the forthcoming Annual General Meeting[87] - As of December 31, 2021, none of the Directors or chief executives had any interests or short positions in the shares of the Company[91] Contractual Arrangements and Legal Compliance - The Company has established Feidong Contractual Arrangements to exercise control over the Feidong PRC Operational Entities and consolidate their financial results[137] - The exclusive business cooperation agreements stipulate that the monthly service fee is equal to 100% of the net income of the Feidong PRC Operational Entities, which may include accumulated earnings from previous financial years[146] - The Feidong PRC Operational Entities hold essential licenses and permits for the Group's webgame and mobile game businesses in China, including the ICP License and Network Cultural Business Permit[184] - The Company has taken actions to mitigate risks associated with the Contractual Arrangements, although uncertainties regarding the interpretation of PRC laws remain[199] - The Company’s PRC legal advisers confirmed that the terms of the Contractual Arrangements do not fall within any voiding circumstances as per Article 52 of the PRC Contract Law[188] - There are substantial uncertainties regarding the enforceability of certain terms in the agreements under Chinese law[193] Related Party Transactions - No related party transactions during the year ended December 31, 2021, constituted a connected transaction that required disclosure[129] - During the year ended December 31, 2021, the Group did not perform any material acquisition or disposal of subsidiaries, associated companies, or joint ventures[121]

Forgame Holdings Limited 要遊控股有限公司 (於開曼群島註冊成立的有限公司) (Incorporated in the Cayman Islands with Limited Liability) 股份代號 Stock Code : 00484 Forgame 2021 Interim Report ·中期報告 . Contents 目錄 | --- | --- | |-------|-----------------------------------------------------------------------------------------------------------------------------------| | | | | 2 | Corporate Information 公司資料 | | 6 | Financial Highlights 財務摘要 | | 8 | Management Discussion and Analysis 管理層討論與分析 | | 24 | Other Information 其他資料 | | 39 | Unaudit ...

Financial Performance - Revenue for the year ended December 31, 2020, was RMB 60,440,000, a decrease from RMB 98,283,000 in 2019, representing a decline of approximately 38.6%[17] - Gross profit for 2020 was RMB 19,840,000, down from RMB 74,445,000 in 2019, indicating a decrease of about 73.3%[17] - The company reported a loss for the year of RMB 51,278,000, compared to a loss of RMB 95,932,000 in 2019, showing an improvement in loss margin[17] - EBITDA for the year was (RMB 49,254,000), compared to (RMB 99,142,000) in 2019, reflecting a reduction in operational losses[17] - Adjusted EBITDA for 2020 was (RMB 49,279,000), compared to (RMB 74,281,000) in 2019, indicating a significant improvement[17] - The Group reduced its losses for the year ended 31 December 2020 to approximately RMB 55.1 million from approximately RMB 260.3 million for the year ended 31 December 2019[28] Assets and Equity - Total assets as of 31 December 2020 amounted to RMB 678.2 million, a decrease from RMB 813.4 million in 2019[24] - Total equity as of 31 December 2020 was RMB 612.0 million, down from RMB 664.0 million in 2019[24] - Non-current assets decreased to RMB 122.8 million in 2020 from RMB 149.8 million in 2019[24] - Current assets were RMB 555.4 million as of 31 December 2020, down from RMB 663.6 million in 2019[24] Corporate Governance and Strategy - The Group established a corporate governance committee and an investment committee to enhance governance and strategic execution[27] - The company is focusing on restructuring and improving operational efficiency to enhance future profitability[21] - There are ongoing efforts to explore new market opportunities and potential acquisitions to drive growth[21] - The management is committed to developing new products and technologies to strengthen the company's competitive position in the market[21] Market Outlook - The outlook for 2021 indicates a focus on business upgrades and expansions in internet technology, online gaming, and financial technology[34] - The Group aims to integrate internal and external resources to drive business development and create returns for shareholders[34] - The global economy contracted by an estimated -3.5% in 2020 due to the COVID-19 pandemic, impacting various industries[26] Dividends and Reserves - The Group did not recommend the payment of any final dividend for the year ended December 31, 2020, consistent with the previous year where no dividend was paid[49] - As of December 31, 2020, the Company had distributable reserves of approximately RMB612.0 million, down from RMB664.0 million as of December 31, 2019[54] Shareholding Structure - As of December 31, 2020, Managecorp Limited holds 29,437,335 ordinary shares, representing approximately 18.47% of the total shareholding[86] - Foga Group is a beneficial owner of 21,673,338 ordinary shares, accounting for about 13.60% of the total shareholding[86] - Wang Dongfeng, as the founder of a discretionary trust, has an interest in 21,673,338 ordinary shares, which is also 13.60% of the total shareholding[86] - Yang Tao holds 7,785,700 shares, representing approximately 4.89% of the total shareholding[88] - KongZhong Corporation is a beneficial owner of 10,202,168 shares, accounting for 6.40% of the total shareholding[88] Contractual Arrangements and Regulatory Compliance - As of December 31, 2020, the company has established Feidong Contractual Arrangements to control its PRC Operational Entities, allowing consolidation of their financial results as if they were wholly-owned subsidiaries[115] - The exclusive business cooperation agreements stipulate that the monthly service fee is equal to 100% of the net income of the Feidong PRC Operational Entities, which may also include accumulated earnings from previous financial years[124] - Foreign investors are restricted from holding more than 50% equity in companies providing value-added telecommunications services in China, impacting the company's operational structure[110] - The company has implemented risk mitigation actions in response to potential non-compliance with PRC laws regarding the Contractual Arrangements[165] Impairment and Financial Risks - The company made a full impairment loss of RMB 15,750,000 for the year ended December 31, 2020[100] - The outstanding principal and accumulated interest owed by Beijing Xigua and Tianjin Wanke to Yunke amounted to RMB 15,750,000, which was considered fully impaired[100] - The Company may face severe penalties or be forced to relinquish interests in operations if the underlying agreements of the Contractual Arrangements are found non-compliant with PRC laws[165] Business Operations - The Group's business activities include the development of webgames and mobile games, which are critical for its revenue generation[154] - The Feidong PRC Operational Entities hold essential licenses for the Group's operations, including the ICP Licence and the Internet Publication Licence[154] - The Group's operations in internet micro-credit are supported by the relevant licenses held by the Feidong PRC Operational Entities[154]

Financial Performance - Total revenue for the first half of 2020 was approximately RMB 28.9 million, a decrease of 45.9% compared to the same period last year[6]. - The gross profit from continuing operations was RMB 9.4 million, reflecting a significant decline of 73.5%[6]. - Revenue for the first half of 2020 decreased by approximately 45.9% to RMB 28.9 million from RMB 53.4 million in the same period of 2019[23]. - The gaming business generated revenue of RMB 22.3 million, a decrease of approximately 40.3% from RMB 37.4 million in the same period last year[25]. - The financial technology business revenue fell by approximately 58.8% to RMB 6.6 million from RMB 16.1 million in the previous year[26]. - The net loss for the period was RMB (28.4) million, compared to a profit of RMB 9.9 million in the same period last year, representing a decrease of 387.8%[23]. - Revenue from continuing operations for the six months ended June 30, 2020, was RMB 28,927 thousand, a decrease of 46.1% compared to RMB 53,442 thousand for the same period in 2019[118]. - Gross profit for the same period was RMB 9,402 thousand, down 73.5% from RMB 35,444 thousand in 2019[118]. - The company reported a net cash inflow from operating activities of RMB 111,475,000 for the six months ended June 30, 2020, compared to a net cash outflow of RMB 330,261,000 for the same period in 2019[134]. - The company reported a net cash outflow from operating activities of RMB (94,277,000) for the six months ended June 30, 2020[181]. Assets and Liabilities - Non-current assets totaled RMB 129.2 million, while current assets were RMB 627.4 million, representing a decrease of 13.7% and 5.5% respectively[11]. - Total assets amounted to RMB 756.6 million, down 7.0% from the previous year[11]. - Total liabilities decreased by 17.2% to RMB 123.7 million[11]. - The company’s non-current assets were reported at RMB 129,224,000, a decline from RMB 149,788,000 as of December 31, 2019[127]. - The company’s current liabilities totaled RMB 114,896,000 as of June 30, 2020, down from RMB 126,781,000 as of December 31, 2019[129]. - The company’s non-current liabilities, including lease liabilities, decreased to RMB 8,786,000 as of June 30, 2020, from RMB 22,614,000 as of December 31, 2019[129]. Operational Adjustments and Strategies - The company plans to optimize the return on investment in its online gaming business through outsourcing collaborations with external professional teams[13]. - The company has decided to retain no more than 10 of its best-performing direct-operated stores to mitigate the adverse effects of the pandemic on operations and financial status[13]. - The company aims to explore new development models and investment opportunities while focusing on sustainable growth to enhance revenue sources[55]. - The company plans to make operational adjustments to mitigate risks from economic downturns, including in its online micro-lending business[55]. Employee and Governance Changes - The group employed 52 full-time employees as of June 30, 2020, a decrease from 774 employees as of June 30, 2019[47]. - The company established a corporate governance committee on May 22, 2020, to enhance risk management and internal controls[14]. - The company appointed new executives, including a new Chief Financial Officer, effective May 7, 2020, to strengthen its management team[114]. - The audit and compliance committee consists of three independent non-executive directors, ensuring adherence to corporate governance standards[107]. Shareholder Information - As of June 30, 2020, Zhang Qiang holds 93,333 shares of ordinary stock, representing approximately 0.06% ownership[64]. - Major shareholder Managecorp Limited holds 29,437,335 shares of ordinary stock, which is about 18.47% of the total[68]. - The company has not established any arrangements allowing directors to benefit from purchasing shares or warrants as of June 30, 2020[67]. - The company has granted options to subscribe for a total of 6,440,911 shares under the pre-IPO share option plan[82]. Market and Economic Conditions - The company faces significant challenges due to the pandemic, with offline VR game stores severely impacted and a cautious approach to enterprise loans being adopted[54]. - The pandemic is expected to negatively affect various industries, leading to a prolonged challenging business environment and impacting consumer confidence and preferences[55]. - The group faced significant risks including regulatory changes in the online micro-lending industry, credit risk from uncollectible loans, and potential declines in collateral values due to market fluctuations[50]. Financial Reporting and Compliance - The company adopted all new and revised International Financial Reporting Standards effective from January 1, 2020, with no significant impact on its accounting policies or financial statements[141]. - The company’s financial statements are prepared in accordance with International Accounting Standards and the applicable disclosure requirements of the Stock Exchange[138]. - The company has not applied any new or revised International Financial Reporting Standards that have been issued but are not yet effective, and is currently assessing their potential impact[141].

Financial Performance - Total revenue for the year 2019 was RMB 124,279,000, a decrease of 3.5% from RMB 129,440,000 in 2018[8] - Gross profit for 2019 was RMB 30,417,000, down 62.8% from RMB 81,749,000 in the previous year[8] - The company reported a net loss of RMB 244,445,000 for 2019, compared to a loss of RMB 4,948,000 in 2018[8] - Non-International Financial Reporting Standards (IFRS) EBITDA for 2019 was RMB (216,558,000), a significant decline from RMB (10,345,000) in 2018[8] Assets and Equity - Total assets decreased to RMB 813,358,000 in 2019 from RMB 989,640,000 in 2018, reflecting a decline of 17.8%[10] - Total equity decreased to RMB 663,963,000 in 2019 from RMB 847,687,000 in 2018, a drop of 21.6%[10] - Non-current assets increased to RMB 149,788,000 in 2019 from RMB 102,929,000 in 2018, an increase of 45.5%[10] - Current liabilities decreased to RMB 126,781,000 in 2019 from RMB 141,372,000 in 2018, a reduction of 10.3%[10] Business Strategy and Challenges - The company is focusing on new product development and market expansion strategies to improve future performance[1] - Management indicated plans for potential mergers and acquisitions to enhance growth opportunities in the upcoming fiscal year[1] - The company anticipates significant challenges due to the COVID-19 pandemic, which has severely impacted offline businesses, particularly the VR gaming segment[12] - The company plans to adopt a more cautious approach towards corporate loans in its online micro-lending business, enhancing internal risk management[12] Dividends and Reserves - The company reported a decrease in distributable reserves to approximately RMB 663.9 million as of December 31, 2019, down from RMB 1.1137 billion in 2018[32] - The board does not recommend any final dividend for the year ending December 31, 2019, consistent with the previous year[25] Corporate Governance - The company has undergone significant changes in its board of directors, with multiple appointments and resignations, including the appointment of Mr. Han Jun as CEO on November 11, 2019[42] - The independent non-executive directors have confirmed their independence in accordance with the listing rules, ensuring compliance with governance standards[53] - The company is committed to maintaining the independence of its non-executive directors, as confirmed by written declarations received[53] - The board's composition has been adjusted to ensure compliance with regulatory requirements and to enhance operational efficiency[46] Shareholding Structure - As of December 31, 2019, the company had a total of 29,437,335 shares of ordinary stock held by Managecorp Limited, representing approximately 18.47% ownership[64] - Foga Group holds 21,673,338 shares of ordinary stock, accounting for 13.60% of the total shares[64] - The company’s key shareholders include Wang Dongfeng, who has a beneficial interest in 21,673,338 shares, representing 13.60%[64] - The company has a total of 9,584,000 shares held by Zhongke Chuang Capital Limited, representing 6.01%[69] Related Party Transactions - The company is subject to related party transactions due to its major shareholders and their indirect control over subsidiaries[80] - Beijing Xigua paid RMB 4.9 million to Beijing Zhongding for decoration services from May 20, 2019, to December 31, 2019[85] - The auditor was unable to obtain sufficient appropriate evidence regarding the related party transactions disclosed, leading to an inability to express an opinion[94] Contractual Arrangements - The company has established contractual arrangements with Fido to operate web and mobile gaming businesses in China, allowing it to consolidate Fido's financial performance as if it were a wholly-owned subsidiary[102] - The exclusive business cooperation agreement with Fido allows for 100% of the floating profit from Fido's Chinese operating entities to be paid monthly, which may include cumulative profits from previous financial years[107] - The company has established a structural contract arrangement with JLC VIE entities, ensuring compliance with Chinese laws and regulations[133] Tax and Compliance - The group is recognized as a "High-tech Enterprise" under Chinese corporate income tax law, allowing it to enjoy preferential tax rates during the incentive period[171] - The group has taken necessary actions to maintain its status as a "High-tech Enterprise" to continue benefiting from preferential tax rates[176] Future Plans - The group plans to acquire full ownership of the Chinese operating entity as soon as legally permissible[135] - Regular monthly reports will be provided to the management team to ensure oversight and compliance[196]

Financial Performance - For the first half of 2019, Forgame Holdings Limited reported revenue of RMB 53.4 million, a decrease of 26.8% compared to RMB 73.0 million in the same period of 2018[10] - Gross profit for the same period was RMB 35.4 million, down 28.5% from RMB 49.6 million year-over-year[10] - The company achieved a profit from continuing operations of RMB 27.4 million, representing a 21.0% increase from RMB 22.6 million in the first half of 2018[10] - EBITDA for the first half of 2019 was RMB 27.9 million, reflecting a significant increase of 38.9% compared to RMB 20.1 million in the previous year[10] - Adjusted EBITDA for the same period was RMB 13.7 million, a decrease of 36.2% from RMB 21.5 million in the first half of 2018[10] - The total revenue for the first half of 2019 was RMB 53.44 million, down 26.8% from RMB 73.02 million in the same period of 2018[49] - The net profit for the period was RMB 9.86 million, a significant recovery from a loss of RMB 286.67 million in the previous year[49] - Other income surged by 217.2% to RMB 21.57 million compared to RMB 6.8 million in the previous year[49] - The revenue from the online micro-lending business decreased by approximately 38.4% from RMB 26.1 million for the six months ended June 30, 2018, to RMB 16.1 million for the six months ended June 30, 2019, due to a decline in the average outstanding loans[52] - Adjusted EBITDA for the online micro-lending business fell by 64.3% from RMB 11.7 million for the six months ended June 30, 2018, to RMB 4.2 million for the six months ended June 30, 2019[57] Assets and Liabilities - Total assets as of June 30, 2019, amounted to RMB 1,169.3 million, an increase of 18.1% from RMB 989.6 million at the end of 2018[13] - Total equity reached RMB 971.4 million, up 14.6% from RMB 847.7 million at the end of the previous year[13] - The company reported total liabilities of RMB 197.8 million, which is a 39.4% increase from RMB 141.9 million at the end of 2018[13] - Cash and cash equivalents, including short-term deposits, totaled RMB 339.2 million as of June 30, 2019, down from RMB 798.6 million as of December 31, 2018, mainly due to cash outflows for network development and increased receivables[71] - The group had no bank borrowings as of June 30, 2019, resulting in a debt-to-asset ratio of 0%[72] Market and Business Strategy - Forgame Holdings Limited's management highlighted the challenges posed by the economic environment, including US-China trade tensions and domestic regulatory pressures, yet the company managed to achieve stable profits[19] - The company continues to adapt to changes in the market and regulatory landscape, demonstrating its ability to create value for shareholders[20] - The gaming business continues to adhere to the "premium game" strategy, with average revenue per paying user increasing despite several games entering maturity, reflecting strong player loyalty[21] - The overseas game "Liberators" has contributed over RMB 160 million in revenue since its launch in 2016, successfully entering the group’s network game tier with cumulative revenue exceeding RMB 100 million[21] - The group completed the acquisition of 69.84% of the leading offline VR game brand "Touhao Wanka," enhancing its gaming business and integrating online and offline operations[23] - The group plans to leverage its traffic entry points, VR technology, and content development capabilities to form a core competitive advantage in the market[28] - The group aims to explore VR applications in sports, education, and simulation training, establishing a foundation for becoming a quality platform in the VR industry ecosystem[30] - The group’s strategy to divest from the "Jianlitai" brand will allow it to focus on its core businesses of online and mobile game development and online microloan services[36] Employee and Management Structure - The group had 774 full-time employees as of June 30, 2019, compared to 452 employees as of June 30, 2018, with the majority located in mainland China[96] - The roles of the Chairman and CEO are held by Mr. Wang Dongfeng, which the board believes provides strong and consistent leadership for timely decision-making[110] - The company has appointed a new executive director and co-CEO, effective April 14, 2019, indicating a strategic shift in leadership[193] - The board ensures that all major decisions are made after consulting with board members and senior management[110] Shareholder Information - Mr. Wang Dongfeng holds 21,673,338 shares, representing approximately 13.60% of the company[113] - As of June 30, 2019, Managecorp Limited holds 29,437,335 shares, representing approximately 18.47% of the company's ordinary shares[123] - Foga Group owns 21,673,338 shares, accounting for about 13.60% of the company's ordinary shares[123] - The total number of shares held by major shareholders includes 32,471,076 shares held by Air Network Group, representing approximately 20.37%[123] Corporate Governance - The company has established an audit and compliance committee in accordance with listing rules, enhancing corporate governance[190] - The company is committed to adapting to the rapidly changing business environment and user preferences[110] - The board will continue to monitor and review the current structure and make necessary changes as appropriate[110] Future Outlook and Challenges - The group anticipates that strengthened regulations in China's fintech sector will create greater opportunities for its licensed and technology-supported fintech business[105] - The group faces risks including regulatory changes in the fintech industry, liquidity imbalances, and potential market rejection of new fintech products[99] - The group has successfully established its fintech business but acknowledges the challenges posed by the immature development of the Chinese fintech market[99] - The company has not provided specific future outlook or performance guidance in the available information[126]

Financial Performance - Total revenue for the year 2018 was RMB 324,243,000, a decrease of 6.5% from RMB 346,466,000 in 2017[36] - Gross profit for 2018 was RMB 238,330,000, compared to RMB 222,281,000 in 2017, reflecting a year-over-year increase of 7.2%[36] - The company reported a net loss of RMB 320,022,000 for 2018, compared to a profit of RMB 68,648,000 in 2017[36] - Adjusted EBITDA for 2018 was RMB 55,488,000, slightly down from RMB 58,561,000 in 2017[36] Assets and Liabilities - Total assets decreased to RMB 989,640,000 in 2018 from RMB 1,523,382,000 in 2017, a decline of 35%[38] - Current assets were RMB 886,711,000 in 2018, down from RMB 1,106,452,000 in 2017, indicating a reduction of 20%[38] - Total liabilities amounted to RMB 141,953,000 in 2018, a decrease from RMB 341,965,000 in 2017, representing a decline of 58.6%[38] - Non-current assets dropped significantly to RMB 102,929,000 in 2018 from RMB 416,930,000 in 2017, a decrease of 75.3%[38] - The company's equity totalled RMB 847,687,000 in 2018, down from RMB 1,181,417,000 in 2017, reflecting a decline of 28.2%[38] Strategic Plans - The company plans to focus on new product development and market expansion strategies in the upcoming fiscal year[36] - The company plans to continue investing in new technologies, including virtual reality and blockchain, to adapt to the competitive internet market[45] Market Insights - The eSports market in China reached RMB 77 billion in 2017 and is projected to exceed RMB 88 billion in 2018, with an annual user growth rate of over 20%[44] - The number of eSports users in China is expected to reach 430 million in 2018[44] - The flagship game "Liberators" generated a net income of over RMB 410 million since its launch, with an average monthly recharge revenue exceeding RMB 3 million by the end of 2018[42] Shareholder Information - The company did not recommend any final dividend for the year ended December 31, 2018[55] - As of December 31, 2018, the company had approximately RMB 11.137 billion in distributable reserves, but did not recommend a final dividend for the year[65] - Wang Dongfeng holds 21,673,338 shares of ordinary stock, representing 15.82% of the company[84] - Managecorp Limited holds 21.48% of the shares, with 29,437,335 ordinary shares[93] - Foga Group owns 15.82% of the shares, totaling 21,673,338 ordinary shares[93] Corporate Governance - The board of directors includes key executives such as the Chairman and CEO, Wang Dongfeng, and the CFO, Liang Na[75] - The independent non-executive directors confirmed their independence according to listing rules[81] - The company has no restrictions on offering rights to existing shareholders when issuing new shares[72] Contractual Arrangements - The exclusive purchasing rights agreement allows the company to acquire all or part of the equity interests in its Chinese operating entities at a nominal amount, subject to applicable Chinese laws[111] - The exclusive business cooperation agreement stipulates that the Chinese operating entities will pay a monthly service fee equivalent to 100% of their floating profits, which may include cumulative profits from previous financial years[112] - The shareholders of the Chinese operating entities have pledged all their equity interests as collateral to ensure payment obligations under the exclusive business cooperation agreement[113] Risks and Compliance - The company is subject to risks related to its contractual arrangements, particularly concerning compliance with Chinese laws and regulations[144] - The company may face higher income tax rates and additional tax liabilities due to contractual arrangements, which could significantly reduce overall profit and shareholder value[175] - The company has outlined risks associated with its contractual arrangements in its prospectus, emphasizing the potential impact on its operations and financial health[197] Investments and Funding - The company utilized approximately HKD 386.3 million for purchasing game licenses and intellectual property, and about HKD 925 million for expanding international business[61] - The company has fully utilized the net proceeds from its initial public offering, with allocations for various investments and operational funding[61] - The company successfully raised HKD 314 million by placing 19,041,900 shares at a price of HKD 16.50 per share, with a net amount of approximately HKD 310.16 million after expenses[62] Charitable Contributions - The company made charitable donations of approximately RMB 0.1 million during the year ended December 31, 2018[67]