暢由聯盟集團有限公司 CHANGYOU ALLIANCE GROUP LIMITED (incorporated in the Cayman Islands with limited liability) (於朋曼群島註冊成立的有限公司) (Stock Code 股份代號：1039) INTERIM REPORT 中期報告 2024 Corporate Information 2 公司資料 Contents 目錄 Management Discussion and Analysis 4 管理層討論及分析 Consolidated Statement of Profit or Loss 15 綜合損益表 | --- | --- | --- | |---------------------------------------------------------------------------|-------|--------------------------| | | | | | Consolidated Statement of Profit or Loss and Other Comprehensive ...

Financial Performance - The group's revenue decreased by approximately 29.3% to RMB 102.4 million for the six months ended June 30, 2024, compared to RMB 144.9 million for the same period in 2023[1]. - The total merchandise amount for Changyou Alliance's business was approximately RMB 141.5 million, a decrease of about 8.1% from RMB 153.9 million in the previous year[1]. - The group's gross profit for the six months ended June 30, 2024, was approximately RMB 18.4 million, down from RMB 25.8 million in the same period last year[1]. - The group recorded a loss of approximately RMB 8.1 million for the six months ended June 30, 2024, compared to a loss of RMB 14.5 million for the same period in 2023[1]. - Basic and diluted loss per share for the six months ended June 30, 2024, was RMB 0.41, compared to RMB 0.97 for the same period in 2023[1]. - Total comprehensive loss for the period was RMB 8.88 million, compared to RMB 19.17 million in the previous year[3]. - For the six months ended June 30, 2024, the company reported a net loss of RMB 7,394,000, compared to a net loss of RMB 17,563,000 for the same period in 2023, representing a 58% improvement in losses year-over-year[5]. - Total comprehensive loss for the six months ended June 30, 2024, was RMB 8,193,000, compared to RMB 22,256,000 for the same period in 2023, indicating a 63% reduction in total comprehensive losses[5]. Assets and Liabilities - Non-current assets, specifically property and equipment, decreased to RMB 2.735 million from RMB 3.494 million as of December 31, 2023[4]. - Current assets decreased to RMB 130.112 million from RMB 146.053 million as of December 31, 2023[4]. - The net liabilities of the group were RMB 149.8 million, slightly improved from RMB 153.319 million in the previous period[4]. - As of June 30, 2024, the total equity attributable to equity shareholders was RMB 238,896,000, a decrease from RMB 249,295,000 as of June 30, 2023[6]. - The company’s total liabilities decreased from RMB 388,007,000 as of December 31, 2023, to RMB 388,696,000 as of June 30, 2024, reflecting a slight increase in total liabilities[6]. - The total liabilities as of June 30, 2024, amounted to RMB 149,800,000, raising significant doubts about the group's ability to continue as a going concern[9]. Cash Flow and Financial Position - The company's cash and cash equivalents decreased by RMB 12,479,000 for the six months ended June 30, 2024, compared to a decrease of RMB 9,553,000 for the same period in 2023[7]. - The company incurred operating cash outflows of RMB 11,350,000 for the six months ended June 30, 2024, compared to RMB 45,000 for the same period in 2023, reflecting a significant increase in cash used in operations[7]. - The group reported a net cash used in operating activities of RMB 11,350,000 for the six months ended June 30, 2024[9]. - The group’s cash and cash equivalents were RMB 12,947,000 as of June 30, 2024, down from RMB 25,415,000 as of December 31, 2023, representing a decline of approximately 49.1%[24]. - The group's total assets as of June 30, 2024, were approximately RMB 132.8 million, down from RMB 149.5 million on December 31, 2023, while total liabilities decreased to approximately RMB 282.6 million from RMB 302.9 million[53]. Operational Highlights - Employee costs for the six months ended June 30, 2024, totaled RMB 10,350,000, down from RMB 13,496,000 in 2023, reflecting a reduction of 23.9%[15]. - The cost of inventory for the six months ended June 30, 2024, was RMB 84,040,000, a decrease of 29.4% from RMB 119,092,000 in the previous year[15]. - Sales and distribution expenses decreased to approximately RMB 2.1 million, a reduction of about 34.9% compared to RMB 3.3 million for the same period in 2023[46]. - Administrative expenses increased to approximately RMB 14.6 million, up about 3.6% from RMB 14.1 million in the same period of 2023[47]. - Research and development costs decreased to approximately RMB 4.0 million, a reduction of about 23.3% compared to RMB 5.3 million for the same period in 2023[48]. Financing Activities - The company issued convertible bonds resulting in an increase in equity reserves by RMB 12,401,000 during the reporting period[6]. - The group’s convertible bonds liability as of June 30, 2024, was RMB 104,572,000, reflecting an increase from RMB 90,535,000 at the beginning of the year[28]. - Interest expenses from loans from a shareholder amounted to RMB 1,710,000 for the six months ending June 30, 2024, compared to RMB 1,598,000 for the same period in 2023[38]. - The issuance of the 2020 convertible bonds raised approximately HKD 126.0 million, intended for expanding the digital points business in Hong Kong and overseas markets[54]. - The group plans to utilize the proceeds from the 2020 convertible bonds for developing a new international digital points platform supported by relevant technological infrastructure[58]. Corporate Governance and Compliance - The group has implemented new and revised Hong Kong Financial Reporting Standards, which did not have a significant impact on the financial statements[11]. - The group operates primarily through its subsidiary, which is subject to foreign investment restrictions under Chinese law, necessitating contractual arrangements to maintain control[10]. - The board believes that the group will have sufficient funds to meet its liabilities for at least the next twelve months based on cash flow forecasts[10]. - The company has adhered to the corporate governance code, with a commitment to transparency and accountability to shareholders[71]. - All directors confirmed compliance with the standard code of conduct for securities trading during the six months ended June 30, 2024[73]. Future Plans and Strategies - The company aims to enhance user experience and increase repurchase opportunities by expanding small, high-frequency scenarios suitable for point redemption in 2024[70]. - The group plans to optimize its point SaaS products and deepen cooperation with commercial scenarios to improve user engagement and experience[70]. - The company is exploring the development of a new international platform to expand its cooperation globally and increase user numbers and product offerings[70].

User Growth and Engagement - For the year ended December 31, 2023, the cumulative number of registered users of the Changyou Platform reached approximately 203.7 million, an increase of approximately 53.5 million or 36% compared to 150.2 million as of December 31, 2022[19] - As of December 31, 2023, the total number of registered users on the Changyou Platform reached approximately 203.7 million, an increase of about 53.5 million users compared to December 31, 2022, representing a growth rate of approximately 36%[30] - The Changyou Platform has expanded its product offerings and services, covering a wide range of consumption scenarios and increasing its user base[19] - The Group is actively building the Changyou community to promote user retention and activities through targeted services and promotions[42] - The introduction of artificial intelligence customer service and a money-saving assistant in Changyou Life aims to improve user experience and retention, while also providing differentiated customer service[129] - The Group aims to enhance user experience and increase opportunities for repeat purchases by obtaining more point sources from different industries[124] - The Group plans to enhance its business in 2024 by leveraging integrated SaaS point business traffic and fostering cooperation with other industries to promote innovative products on the Changyou Platform[129] - The Group aims to enhance platform stickiness and achieve multi-dimensional revenue through mutually beneficial cooperation principles[131] Financial Performance - The gross profit for the year ended December 31, 2023, increased to approximately RMB 39.3 million, up approximately 38.9% from RMB 28.3 million for the year ended December 31, 2022[22] - The Group recorded a consolidated revenue of approximately RMB226.8 million for the year ended 31 December 2023, representing an increase of approximately 5.4% compared to RMB215.0 million in 2022[50][52] - The gross profit for the year ended 31 December 2023 amounted to approximately RMB39.3 million, with a gross profit margin increasing to approximately 17.3% from 13.1% in 2022[55][62] - The total transaction volume of the Changyou Alliance business for the year ended December 31, 2023, amounted to approximately RMB 257.1 million, reflecting an increase of approximately RMB 21.1 million or about 8.9% compared to the previous year[30] - The Group's cash and cash equivalents decreased to approximately RMB25.4 million as at 31 December 2023, down from approximately RMB33.0 million as at 31 December 2022[70] - The net cash inflow from operating activities was approximately RMB 6.9 million for the year, compared to a net cash outflow of approximately RMB 7.0 million in 2022[75] - The financing activities resulted in a net cash outflow of approximately RMB 14.4 million, compared to RMB 11.1 million in 2022[75] - The Group's financial results for the year ended December 31, 2023, are detailed in the financial statements, with no final dividend recommended for this period[170] Strategic Initiatives and Developments - The Group's strategic focus has shifted towards the development of the Changyou Platform, reflecting its commitment to the digital points business segment[17] - The Changyou Platform aims to integrate digital membership points and resources from business partners, maximizing the value of digital points as virtual assets[18] - The Group has formed a joint venture with CCB International, UnionPay Merchant, Bank of China, China Mobile, and China Eastern Airlines to develop the Changyou Platform, focusing on a sustainable digital points ecosystem[4] - The Group aims to create a new blue ocean for financial assets through the digital points ecosystem, enhancing user experience with high efficiency and low costs[13] - The Group aims to expand its digital point services and has initiated the development of a new international digital point electronic platform targeting Hong Kong and overseas markets[71] - The Group plans to expand its digital points business through the development of new digital platforms in Hong Kong and overseas markets[76] - The Group is focused on expanding its product, service, and business range, as well as consumption scenarios[132] Cost Management and Efficiency - The Group has optimized its SaaS digital points services, allowing for modularization for different merchants and improving access for small and micro-merchants[38] - The Group continues to optimize its SaaS digital point services, enhancing profit margins and improving conversion rates across its business processes[45][55] - The Changyou Platform has improved its profitability by shortening the value chain between consumption scenarios and merchants, reducing the number of entities involved in benefit sharing[40] - The Group is focusing on expanding the application of eco-resources and enhancing customer retention and activity to achieve stable revenue and long-term profit growth[22] Financial Position and Liabilities - As of December 31, 2023, the Group's net current liabilities amounted to approximately RMB 155.6 million, an increase from RMB 119.0 million as of December 31, 2022[85] - The current ratio as of December 31, 2023, was approximately 0.48, down from 0.56 as of December 31, 2022[85] - Total assets of the Group as of December 31, 2023, were approximately RMB 149.5 million, compared to RMB 154.4 million as of December 31, 2022[86] - Total liabilities increased to approximately RMB 302.9 million as of December 31, 2023, from RMB 270.2 million as of December 31, 2022[86] - The debt ratio as of December 31, 2023, was 2.03, compared to 1.75 as of December 31, 2022[86] - The Group's cash and cash equivalents decreased to approximately RMB25.4 million as at 31 December 2023, down from approximately RMB33.0 million as at 31 December 2022[70] Management and Governance - The Group has established an Audit Committee to review the adequacy and effectiveness of risk management and internal control systems[122] - The Group's management is committed to leveraging advanced technologies such as blockchain and big data to enhance the value of digital assets and improve platform security[29] - The Group is committed to monitoring and complying with new applicable laws and regulations relevant to its business operations in China[120] - The management discussion and analysis section includes a review of the Group's performance and principal risks, as well as future developments[168] Shareholder Information and Dividends - The Group does not recommend any final dividend for the year ended December 31, 2023, consistent with the previous year[118] - The Company maintains adequate cash reserves for working capital and future growth when declaring dividends[179] - The Company does not have a predetermined dividend distribution ratio and will review its dividend policy as appropriate[185] - As of December 31, 2023, the Company had no reserves available for distribution to shareholders[182] Key Personnel - Mr. Wong Chi Keung has over 40 years of experience in finance, accounting, and management, previously serving as an executive director and group financial controller at Guangzhou Investment Company Limited[148] - Mr. Chan Chi Keung has nearly three decades of experience in corporate and commercial law, having served as an independent non-executive director for multiple companies listed on the GEM of the Stock Exchange[151] - Mr. Ip Wai Lun has over 27 years of investment banking experience in Asia, focusing on Greater China and Japan, and has held senior positions in major investment banks[154] - Mr. Liu Jialin has over 20 years of experience in the finance and securities industry, previously working for Morgan Stanley and serving as managing director of Cinda International Asset Management Limited[155]

Financial Performance - The group's revenue increased to approximately RMB 226.8 million for the year ended December 31, 2023, representing a growth of about 5.4% compared to RMB 215.0 million in 2022[6] - Gross profit rose to approximately RMB 39.3 million for the year ended December 31, 2023, an increase of RMB 11.0 million from RMB 28.3 million in 2022[6] - The total online and offline transaction volume for Changyou Alliance increased to approximately RMB 257.1 million for the year ended December 31, 2023, compared to RMB 236.0 million in 2022[6] - The net loss attributable to equity shareholders for the year ended December 31, 2023, was approximately RMB 37.6 million, compared to RMB 34.7 million in 2022[6] - Basic and diluted loss per share for the year ended December 31, 2023, was approximately RMB 2.07, compared to RMB 1.92 in 2022[6] - The total comprehensive loss for the year ended December 31, 2023, was RMB 37.5 million, an improvement from RMB 53.6 million in 2022[8] - The company reported a revenue of RMB 226,751,000 for the year 2023, an increase from RMB 215,038,000 in 2022, reflecting a growth of approximately 5.98%[22] - The company incurred a pre-tax loss of RMB 34,354,000 in 2023, compared to RMB 33,282,000 in 2022, indicating a slight increase in losses[27] - The company reported a pre-tax loss of RMB 38,616,000 for 2023, an improvement from a loss of RMB 48,742,000 in 2022, representing a reduction of approximately 20%[33] Assets and Liabilities - As of December 31, 2023, the group's current liabilities net amount was RMB 155.6 million, compared to RMB 119.0 million in 2022[10] - The total assets less current liabilities as of December 31, 2023, were RMB 152.1 million, compared to RMB 113.1 million in 2022[10] - The total equity attributable to equity shareholders decreased to RMB 234.7 million as of December 31, 2023, from RMB 271.6 million in 2022[11] - The company's total assets as of December 31, 2023, were approximately RMB 149.5 million, down from RMB 154.4 million as of December 31, 2022[86] - The total liabilities of the company as of December 31, 2023, were approximately RMB 302.9 million, compared to RMB 270.2 million as of December 31, 2022[86] - The company's debt-to-asset ratio increased to 2.03 as of December 31, 2023, from 1.75 as of December 31, 2022[86] - The total borrowings of the company, including convertible bonds, amounted to approximately RMB 165.8 million as of December 31, 2023, compared to RMB 140.6 million as of December 31, 2022[87] Cash Flow and Financing - Cash and cash equivalents decreased to approximately RMB 25.4 million from RMB 33.0 million in 2022, mainly due to net cash outflows from operating activities[75] - The company has a loan principal of HKD 56,080,000 (approximately RMB 50,821,000) due after the reporting period[19] - The company entered into a subscription agreement with Century Investment to issue convertible bonds totaling HKD 126 million, with an annual interest rate of 8% and maturing in three years[43] - The company has conditionally agreed to issue HKD 126 million of convertible bonds at an interest rate of 8% with a maturity of three years[78] Expenses and Cost Management - The company’s employee costs totaled RMB 25,708,000 in 2023, a decrease from RMB 27,241,000 in 2022, representing a reduction of about 5.65%[29] - Sales and distribution expenses decreased to approximately RMB 5.3 million from RMB 6.1 million in 2022, attributed to reduced promotional activities[70] - Administrative expenses decreased to approximately RMB 30.7 million from RMB 32.2 million in 2022, due to ongoing cost-saving measures[71] - Research and development costs decreased to approximately RMB 9.7 million from RMB 12.6 million in 2022, primarily due to reduced subcontractor expenses[72] Shareholder Returns - The company did not recommend the distribution of any final dividend for the year ended December 31, 2023[6] - The board does not recommend the distribution of any final dividend for the year ended December 31, 2023, consistent with the previous year[100] Business Development and Strategy - The company is developing the Changyou platform aimed at integrating digital membership points and resources, leveraging blockchain and big data technologies[58] - The company has established a digital points business ecosystem in collaboration with several partners, focusing on the integration of digital assets[58] - The primary goal for the points SaaS business in 2024 is to maintain stability while expanding into more suitable small-scale high-frequency scenarios to enhance user experience[103] - The group aims to expand its cooperation scope globally and engage with international industry leaders to enrich its points resources and increase user numbers[104] Compliance and Governance - The audit committee reviewed the audited consolidated financial statements for the year ending December 31, 2023[111] - The independent auditor, KPMG, confirmed that the financial statements present a true and fair view of the group's financial position[112] - The company has adopted the standard code of conduct for securities trading as per the listing rules[110] - The annual report will be published on the Hong Kong Stock Exchange website and the company's website[116]

User Growth - As of June 30, 2023, the total number of registered users on the Changyou Platform reached approximately 182.8 million, an increase of about 32.6 million users compared to December 31, 2022[19]. - The number of registered users on the Changyou platform reached approximately 182.8 million as of June 30, 2023, an increase of approximately 32.6 million from December 31, 2022[25]. Financial Performance - The Group recorded a consolidated revenue of approximately RMB144.9 million for the six months ended June 30, 2023, representing an increase of approximately 37.4% compared to RMB105.4 million for the same period in 2022[36][39]. - The group's revenue for the six months ended June 30, 2023, was RMB 144,920,000, representing a 37.5% increase from RMB 105,446,000 in the same period of 2022[112]. - Gross profit for the same period amounted to approximately RMB25.8 million, with a gross profit margin of approximately 17.8%, up from 14.6% in the previous year[37][40]. - Gross profit for the same period was RMB 25,828,000, up from RMB 15,441,000, indicating a significant improvement in profitability[112]. - The operating profit for the first half of 2023 was RMB 3,330,000, compared to an operating loss of RMB 7,612,000 in the previous year[112]. - The loss before taxation decreased to RMB 14,472,000 from RMB 22,702,000 year-on-year, showing a reduction in overall losses[112]. - For the six months ended June 30, 2023, the company reported a loss of RMB 17,563,000, compared to a loss of RMB 15,393,000 for the same period in 2022, indicating an increase in losses of approximately 7.6%[124]. - Total comprehensive income for the six months ended June 30, 2023, was RMB (22,256,000), which includes other comprehensive losses of RMB 4,693,000[124]. Expenses and Costs - Research and development costs decreased to approximately RMB5.3 million, representing a decrease of approximately 14.5% compared to RMB6.2 million for the same period in 2022[45]. - Selling and distribution expenses increased to approximately RMB3.3 million, reflecting a 9.5% increase compared to RMB3.0 million in the previous year[43]. - Administrative expenses decreased to approximately RMB14.1 million, down approximately 4.2% from RMB14.7 million for the same period in 2022[44]. - Total staff costs for the six months ended June 30, 2023, were approximately RMB 13.5 million, with 62 employees as of the same date[88]. - Staff costs decreased slightly to RMB 13,496,000 in 2023 from RMB 14,029,000 in 2022, a reduction of 3.8%[172]. Cash Flow and Liquidity - As of 30 June 2023, the Group's cash and cash equivalents amounted to approximately RMB23.6 million, a decrease of approximately RMB9.4 million from RMB33.0 million as of 31 December 2022[55]. - The company's cash and cash equivalents decreased by RMB 9,553,000 from RMB 32,974,000 at the beginning of the year to RMB 23,562,000 at June 30, 2023[128]. - The Group's net current liabilities amounted to approximately RMB86.1 million as of 30 June 2023, down from approximately RMB119.0 million as of 31 December 2022[57]. - The company's net current liabilities improved to RMB 86,081,000 from RMB 118,980,000, indicating better liquidity management[118]. - The Group had net liabilities of RMB 134,969,000, indicating potential liquidity issues[143]. Assets and Liabilities - The total assets of the Group were approximately RMB146.2 million as of 30 June 2023, compared to approximately RMB154.4 million as of 31 December 2022[58]. - The total borrowings of the Group were approximately RMB159.0 million as of 30 June 2023, an increase from approximately RMB140.6 million as of 31 December 2022[59]. - The debt ratio as of 30 June 2023 was approximately 1.92, compared to approximately 1.75 as of 31 December 2022[58]. - The total equity attributable to equity shareholders decreased to RMB 249,295,000 from RMB 271,551,000, reflecting ongoing financial challenges[118]. Business Development and Strategy - The Group is focusing on introducing new technology capabilities such as artificial intelligence and blockchain to diversify its revenue streams from corporate services[31][33]. - The Group plans to strengthen data marketing and joint marketing of privacy computing with technology platforms, aiming for the launch of the New International Changyou Platform in 2023[107]. - The Group aims to expand cooperation globally and develop international businesses to increase user numbers and diversify products and services[108]. - The Group is in discussions with its holding company, CIH, for financial support, including a drawdown of unused loan facilities amounting to HK$ 54,920,000 (approximately RMB 50,635,000) that will expire in July and September 2024[146]. Accounting and Compliance - The Group's financial report is prepared in accordance with Hong Kong Financial Reporting Standards, ensuring compliance with applicable disclosure requirements[141]. - The Group's accounting policies remain consistent with those adopted in the 2022 annual financial statements, except for expected changes disclosed in the report[138]. - The Group has not applied any new accounting standards that are not yet effective for the current accounting period, and the changes in accounting policies have not materially affected the financial results[152][155]. - Revenue disaggregation from contracts with customers has not been detailed, as the Group considers its electronic trading platform as its only business[165]. Other Financial Information - The Group's revenue is primarily derived from facilitating the exchange of loyalty program rewards for various commercial transactions[164]. - Interest income rose to RMB 58,000 in the first half of 2023, up from RMB 29,000 in 2022, marking a 100% increase[170]. - Total finance charges on convertible bonds increased to RMB 15,297,000 in 2023 from RMB 10,896,000 in 2022, reflecting an increase of 40.5%[170]. - The Group's total other income decreased to RMB 215,000 in 2023 from RMB 412,000 in 2022, a decline of 47.8%[169].

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佈的內容概不負責，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佈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。 CHANGYOU ALLIANCE GROUP LIMITED 暢 由 聯 盟 集 團 有 限 公 司 （於開曼群島註冊成立的有限公司） （股份代號：1039） 截至二零二三年六月三十日止六個月之中期業績公佈 財務摘要 ‧ 本集團收入增加約37.4%至截至二零二三年六月三十日止六個月的約人民幣144.9百萬元（二零 二二年六月三十日：約人民幣105.4百萬元）。 ‧ 截至二零二三年六月三十日止六個月的暢由聯盟業務線上線下交易總額約為人民幣153.9百萬 元（二零二二年六月三十日：約人民幣118.7百萬元），增加約29.7%。 ‧ 截至二零二三年六月三十日止六個月，本集團毛利約為人民幣25.8百萬元（二零二二年六月 三十日：約人民幣15.4百萬元）。 ‧ 截至二零二三年六月三十日止六個月，本集團錄得虧損約人民幣14.5百萬元（二零二二年六月 三十日：約人民幣22.7百萬元）。 ‧ 截至二零二三年六月三十日止 ...

User Growth and Platform Development - For the year ended December 31, 2022, the cumulative number of registered users of the Changyou Platform reached approximately 150.2 million, an increase of about 53.5 million or 55% compared to 96.7 million as of December 31, 2021[21]. - The platform has undergone rapid development, expanding its product offerings and user base while covering a wide range of consumption scenarios[21]. - The Group aims to create a sustainable and recyclable digital points ecosystem through the Changyou Platform[5]. - The Changyou Platform represents a new phase in internet technology and is positioned as a demonstration platform for the future of financial industry ecosystems[14]. - The Group aims to enhance service capabilities and user activities, focusing on the existing travel and car owner demographic to achieve a certain level of business revenue in 2023[130]. Financial Performance - For the year ended December 31, 2022, the gross profit of the Company increased to approximately RMB 28.3 million, up approximately 122.8% from RMB 12.7 million in 2021[24]. - The total transaction volume of the Changyou Alliance business for the year ended December 31, 2022, amounted to approximately RMB 236.0 million, reflecting an increase of approximately RMB 78.7 million (approximately 50.0%) compared to the previous year[35]. - The Group recorded a consolidated revenue of approximately RMB215.0 million for the year ended 31 December 2022, representing an increase of approximately 88.3% compared to RMB114.2 million in 2021[54][56]. - The gross profit for the year ended 31 December 2022 amounted to approximately RMB28.3 million, with a gross profit margin of approximately 13.1%, up from 11.1% in 2021[58][64]. - The Group recorded a year-on-year revenue increase of approximately 88.3% for the year ended December 31, 2022, compared to 2021[137]. Cost Management and Operational Efficiency - Selling and distribution expenses decreased to approximately RMB6.1 million in 2022 from approximately RMB24.2 million in 2021, primarily due to reduced sales and promotion activities[61][67]. - Administrative expenses decreased to approximately RMB32.2 million in 2022 from approximately RMB51.9 million in 2021, attributed to cost-saving measures including staff layoffs[62][68]. - Research and development costs decreased to approximately RMB12.6 million in 2022 from approximately RMB39.0 million in 2021, mainly due to reduced staff costs[63][69]. - The total staff costs for the year ended December 31, 2022, were approximately RMB 27.2 million, down 66.5% from approximately RMB 81.0 million in 2021[112]. - The Group has focused on eliminating unprofitable businesses and optimizing operational costs to improve overall profitability during the reporting period[36]. Strategic Initiatives and Partnerships - The Group has formed a joint venture with CCB International, UnionPay Merchant, Bank of China, China Mobile, and China Eastern Airlines to develop a global "Digital Point Business Ecosystem Alliance"[5]. - The Group is expanding its digital point services and has initiated the development of a new international digital point electronic platform targeting Hong Kong and overseas markets[74]. - A joint venture with CIH, a substantial shareholder, is being established to mitigate risks and expedite the launch of the New International Changyou Platform[131]. - The Group plans to leverage comprehensive data and consumption scenarios for effective marketing activities targeting platform users' characteristics and requirements[130]. Leadership and Governance - The company has a strong leadership team with diverse backgrounds in technology, finance, and management, enhancing its strategic capabilities[150]. - The board includes members with extensive experience in both domestic and international markets, which supports the company's growth strategy[151]. - The independent non-executive directors play a crucial role in corporate governance, ensuring compliance and ethical standards are maintained[160]. - The management team includes experienced professionals with backgrounds in law, finance, and corporate governance, enhancing the company's strategic direction[162]. Financial Position and Liquidity - As of December 31, 2022, the Group's net current liabilities amounted to approximately RMB 119.0 million, compared to net current assets of approximately RMB 46.0 million as of December 31, 2021[91]. - The current ratio as of December 31, 2022, was approximately 0.56, down from approximately 1.33 as of December 31, 2021[91]. - Cash and cash equivalents decreased to approximately RMB33.0 million as of 31 December 2022, down from approximately RMB50.4 million in 2021, mainly due to net cash outflows from operating activities[73]. - The net cash outflow from operating activities was approximately RMB 7.0 million for the year ended December 31, 2022, compared to a net inflow of RMB 103.4 million in the previous year[78]. Share Options and Capital Management - As of December 31, 2022, there are 72,000,000 share options granted to Cheng Jerome, the chairman and executive Director, under the 2010 Share Option Scheme that remain outstanding[199]. - A new share option scheme, the 2020 Share Option Scheme, was adopted on June 3, 2020, and will be valid for approximately 7.25 years from the date of adoption[200]. - The total net proceeds from the issuance of the 2020 Convertible Bonds amounted to HK$124.4 million, with actual utilization of HK$4.5 million by December 31, 2022[82]. Research and Development - The Group will continue to invest significant resources in research and development to enhance its technology infrastructure and improve existing systems[123]. - The Group has optimized its SaaS digital points services, allowing for modularization for different merchants and improving access for small and micro merchants, which reduces workload for account reconciliation[43]. Environmental and Social Governance - The discussions on the Group's environmental policies and performance are included in the 2022 Environmental, Social and Governance Report[176].

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佈的內容概不負責，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佈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。 CHANGYOU ALLIANCE GROUP LIMITED 暢 由 聯 盟 集 團 有 限 公 司 （於開曼群島註冊成立之有限公司） （股份代號：1039） 截至二零二二年十二月三十一日止年度之全年業績公佈 摘要 • 本集團收入增加至截至二零二二年十二月三十一日止年度約人民幣215.0百萬元（二零二一 年：約人民幣114.2百萬元），與二零二一年相比增加約88.3%。 • 本公司毛利增加至截至二零二二年十二月三十一日止年度約人民幣28.3百萬元（二零二一年： 約人民幣12.7百萬元），期內增加約人民幣15.6百萬元。 • 截至二零二二年十二月三十一日止年度，暢游聯盟業務線上線下交易總額增加至約人民幣 236.0百萬元（二零二一年：約人民幣157.3百萬元）。 • 截至二零二二年十二月三十一日止年度，本公司權益股東應佔虧損淨額約為人民幣34.7百萬 元（二零二一年：約人民幣49.5百萬元）。 • 截至二 ...

User Growth and Engagement - As of June 30, 2022, the total number of registered users on the Changyou Platform reached approximately 122.0 million, an increase of about 25.3 million compared to December 31, 2021[16]. - The Group expanded its user points usage by connecting with traffic portals like games and entertainment platforms, enhancing offline user engagement and retail chain services[20]. - The Group is actively building the Changyou community to provide targeted services, aiming to enhance user retention and activity[30][32]. Financial Performance - The Group recorded a consolidated revenue of approximately RMB105.4 million for the six months ended June 30, 2022, representing an increase of approximately 171.0% compared to RMB38.9 million for the same period in 2021[36][39]. - Gross profit for the same period amounted to approximately RMB15.4 million, with a gross profit margin of approximately 14.6%, up from 12.5% in the previous year[37][40]. - The loss for the period decreased to RMB 22,702,000 in 2022 from RMB 60,268,000 in 2021, reflecting a reduction of approximately 62%[92]. Cost Management - Selling and distribution expenses decreased to approximately RMB3.0 million, down from approximately RMB10.5 million in the prior year, due to reduced sales and promotion activities[43][44]. - Administrative expenses decreased to approximately RMB14.7 million from approximately RMB26.8 million, attributed to cost-saving measures including staff layoffs[46]. - Research and development costs decreased to approximately RMB6.2 million from approximately RMB17.8 million, mainly due to reduced staff costs in R&D activities[46]. Cash Flow and Liquidity - As of June 30, 2022, the Group's cash and cash equivalents amounted to approximately RMB 43.3 million, a decrease of approximately RMB 7.1 million compared to RMB 50.4 million as of December 31, 2021[49]. - The net cash outflow from operating activities for the six months ended June 30, 2022, was approximately RMB 1.1 million, compared to a net cash inflow of approximately RMB 103.4 million for the year ended December 31, 2021[49]. - The Group's financial position indicates material uncertainties that may cast significant doubt on its ability to continue as a going concern[126]. Debt and Liabilities - The total liabilities increased to approximately RMB 256.2 million as of June 30, 2022, compared to approximately RMB 253.2 million as of December 31, 2021[49]. - The debt ratio as of June 30, 2022, was approximately 1.52, up from approximately 1.33 as of December 31, 2021[49]. - The Group had total borrowings of approximately RMB 126.8 million as of June 30, 2022, compared to approximately RMB 112.3 million as of December 31, 2021[49]. Strategic Initiatives - The Group's efforts in developing a global financial platform for blockchain tokenization of assets are underway, leveraging advanced technologies like blockchain and big data[12]. - The Group aims to leverage the Changyou Points Marketing SaaS Platform to offer corporate customer-oriented products and services to SMEs/merchants, enhancing marketing channels and planning support[80]. - The Group plans to optimize its existing 2C points business and improve profitability, targeting steady profit growth based on current business scale[84]. Investments and Future Plans - The Company intends to issue HK$126.0 million 3.5% convertible bonds to expand its Digital Points Business into Hong Kong and overseas markets[51]. - The company plans to allocate HK$25 million for the development of the New International Changyou Platform, which aims to create a comprehensive database of consumer transactions and behavior[60]. - The total funding planned amounts to HK$124.4 million, with a significant portion directed towards the New International Changyou Platform[60]. Compliance and Reporting - The interim financial report has been prepared in accordance with Hong Kong Accounting Standards (HKAS) 34, ensuring compliance with applicable disclosure provisions[118]. - The Group has not applied any new accounting standards or interpretations that have not yet come into effect during the current accounting period[132]. - The Group's operations are focused solely on its electronic trading platform, with no segment information presented as it is considered the only business[133].

Economic Performance - In 2021, China's GDP reached RMB 114,367 billion, marking an 8.1% year-on-year increase, indicating a stable recovery in the economy[27]. - The COVID-19 pandemic has led to a decline in customer consumption and spending, impacting the Group's business operations despite diversification efforts[151]. - The Group recorded a year-on-year revenue decrease of approximately 57.5% for the year ended December 31, 2021, primarily due to a refined business model aimed at improving gross profit[173]. Changyou Platform Development - The Changyou platform aims to integrate digital points as financial assets, leveraging the resources of six founding shareholders, including China Mobile and Bank of China[21]. - The platform will utilize advanced technologies such as big data and blockchain to create a global "Digital Point Business Ecosystem Alliance" and "Virtual Asset Circulation and Settlement System"[21]. - The Group is focused on global expansion of the Changyou platform, positioning digital points as a key component of internet digital inclusive financing[21]. - The collaboration with major financial institutions aims to establish a sustainable and recyclable digital points ecosystem[21]. - The Changyou Platform aims to integrate digital membership points, resources, and strategic advantages of business partners, leveraging advanced technologies such as blockchain and big data analysis[45]. - The Group is currently negotiating with potential business partners to enhance the Changyou Platform and expand the scope of its Digital Point Business into other sectors[47]. - The Group aims to strengthen cooperation with large enterprises and enhance brand influence through customized equity cooperation with top brands in related industries[165]. - The Group plans to leverage cutting-edge technologies such as big data and artificial intelligence to create a benchmark cross-industry digital point marketing platform[167]. Financial Performance - For the year ended December 31, 2021, the total revenue from the business operations of Changyou Alliance and the Changyou Platform decreased to approximately RMB 114.2 million, representing a decrease of approximately RMB 154.6 million or approximately 57.5% compared to 2020[46]. - The gross profit from the business operations of the Changyou Alliance and the Changyou Platform increased to approximately RMB 12.7 million for the year ended December 31, 2021, representing an increase of approximately RMB 11.7 million or approximately 11.1 times compared to 2020[46]. - The gross merchandise volume of the Digital Point Business amounted to approximately RMB 157.3 million for the year ended December 31, 2021, representing a decrease of approximately RMB 282.8 million or approximately 64.3% over the same period of last year[47]. - The total revenue from the digital points business decreased to approximately RMB 114.2 million in 2021, down about RMB 154.6 million or 57.5% compared to RMB 268.8 million in 2020[49]. - The gross profit from the digital points business increased to approximately RMB 12.7 million in 2021, an increase of about RMB 11.7 million or approximately 11.1 times compared to RMB 1.0 million in 2020[49]. - The total online and offline transaction volume for the digital points business reached approximately RMB 157.3 million in 2021, a decrease of about RMB 282.8 million or 64.3% from RMB 440.1 million in 2020[50]. User Engagement and Market Strategy - The cumulative number of registered users of the Changyou Platform reached approximately 96.69 million as of December 31, 2021, representing an increase of approximately 38.19 million or 65% compared to December 31, 2020[30]. - The Changyou Platform aims to enhance user loyalty and activity through cross-marketing models and by granting benefits to users[53]. - The Group's strategy focuses on providing products with higher profit margins, which is expected to benefit the development of the Digital Points Business[73][78]. - The Group's operational center will focus on the main site APPs and public account to build a high-quality supply chain[159]. - The Group seeks additional profits from enhancing digital point utilization under the bonus point transaction scenario[159]. Financial Position and Assets - As of December 31, 2021, cash and cash equivalents were approximately RMB 50.4 million, a decrease of approximately RMB 101.9 million from RMB 152.3 million in 2020[88]. - The Group's net current assets amounted to approximately RMB 46.0 million, down from approximately RMB 136.4 million as of December 31, 2020[126]. - Total assets as of December 31, 2021, were approximately RMB 191.0 million, a decrease from approximately RMB 289.9 million as of December 31, 2020[127]. - Total liabilities increased to approximately RMB 253.2 million as of December 31, 2021, from approximately RMB 227.7 million as of December 31, 2020[127]. - The debt ratio as of December 31, 2021, was 1.33, compared to 0.79 as of December 31, 2020[127]. - The Group's total borrowings, including convertible bonds, amounted to approximately RMB 112.3 million as of December 31, 2021, compared to RMB 84.2 million as of December 31, 2020[132]. Research and Development - The Group continues to invest significant resources in research and development to enhance its technology infrastructure and improve its existing systems[147]. - The Group will continue to invest in R&D to enhance existing systems and strengthen technology infrastructure, particularly in big data and blockchain technology[1]. Management and Governance - The company has a strong board of directors with diverse backgrounds in technology and finance[185]. - The management team has a proven track record in project development and external cooperation[184]. - The company is committed to maintaining high standards of corporate governance through the expertise of its board members[196]. - The independent non-executive directors have held significant positions in other listed companies, indicating their extensive industry experience[197]. - The board's composition reflects a balance of skills and experience, which is crucial for strategic decision-making and risk management[198]. Future Plans and Strategies - In 2022, the Group plans to deepen its two-wheel drive strategy to enhance digital asset resource allocation and improve point utilization for merchants[159]. - The company intends to issue HK$126.0 million 3.5% convertible bonds to expand the Digital Point Business into Hong Kong and overseas markets[103]. - The Group aims to strengthen its role as a service provider in UnionPay and banking channels, focusing on entertainment, public transportation, and user promotion[164].