公告称，亏损增加主要由于虽然集团本身经营情况和净亏损比上年有较大幅度的改善，但分占联营公司 亏损今年大幅增加，抵销了集团本身的改善效果。 智通财经APP讯，联众(06899)公布2024年年度业绩，收入9218.8万元，同比增长3.6%;公司权益持有人 应占年内亏损8919.1万元，同比增长42.1%;每股基本亏损8.32分。 ...

在深受广大忠实用户喜爱的PC端游戏业务方面，传统联众大厅服务的活跃人数和服务体验都有了显著 提升。同时，公司的平台业务板块也作出了多方面的优化调整，如持续提高优质客户的体验感，进一步 增强品牌粘性及可视性，并将传统产品与时下最受欢迎的短视频及直播项目相结合，以提高用户活跃 度，推动2023年PC端收入的持续健康增长。公司未来将进一步挖掘联众大厅平台用户的价值，促使老 用户持续回归，并持续为数亿平台用户提供更优质的服务，同时，公司将进一步加大市场推广力度，拓 宽PC平台的合作管道，进一步吸引新老用户体验公司的优质服务。 格隆汇9月10日丨联众(06899.HK)公告，截至2023年12月31日止年度年度业绩，收入8899.6万元人民 币，同比减少12.4%；公司权益持有人应占年内亏损6276.5万元人民币，同比扩大76.5%；来自持续及已 终止经营业务每股基本亏损5.90人民幣分。 ...

年度報告 2024 年度報告 Annual Report 2024 Annual Report Contents 目錄 Financial Highlights 財務摘要 2 6 3 Five Years Financial Summary 五年財務摘要 4 Chairman's Statement 主席報告 Management Discussion and Analysis 管理層討論及分析 16 Directors' Report 董事會報告 86 Corporate Governance Report 企業管治報告 111 Independent Auditor's Report 獨立核數師報告 118 Consolidated Statement of Profit or Loss and Other Comprehensive Income 綜合損益及其他全面收益表 120 Consolidated Statement of Financial Position 綜合財務狀況表 122 Consolidated Statement of Changes in Equity 綜合權益變動表 124 ...

[Management Discussion and Analysis](index=3&type=section&id=Management%20Discussion%20and%20Analysis) [Business Review](index=3&type=section&id=BUSINESS%20REVIEW) The company maintained stable operations in H1 2024 through core business optimization, strategic transformation, and innovation, while actively recovering non-performing assets - Core card and board game business achieved "stable growth and optimized efficiency" targets, with stable user activity, steadily increasing stickiness, payment conversion rates, and ARPU values[6](index=6&type=chunk)[9](index=9&type=chunk) - Strategic cooperation with China Mobile Migu Company to jointly develop the "Guandan" game, expected to launch in H2 2025, aiming to be a new growth engine[7](index=7&type=chunk)[10](index=10&type=chunk) - Professional card and board game PGC content influence expanded, with significant growth in live broadcast exposure, viewership, and topic popularity on platforms like Douyin, Kuaishou, and Huya, and collaboration with Queyou to promote competitive mahjong as a sport[11](index=11&type=chunk)[15](index=15&type=chunk) - H2 and future strategic priorities include optimizing core product experience, diversifying platform ecosystem through external partnerships, exploring new domestic and international markets, integrating AI/metaverse technologies and local card and board game culture, and seeking strategic cooperation or M&A opportunities[12](index=12&type=chunk)[15](index=15&type=chunk) - Continuously pursuing recovery of non-performing assets, including overdue receivables and historical investments left by former management (including Mr. Wu Guoliang), with substantial assets already recovered and legal liabilities to be further pursued[14](index=14&type=chunk)[16](index=16&type=chunk) [Financial Review](index=5&type=section&id=Financial%20Review) H1 2024 saw significant financial improvement with reduced losses, increased revenue, and higher gross margin, despite rising debt-to-asset ratio and ongoing litigation Key Financial Indicators H1 2024 | Indicator | H1 2024 (RMB million) | H1 2023 (RMB million) | Y-o-Y Change (%) | | :--- | :--- | :--- | :--- | | **Revenue** | 50.2 | 47.5 | +5.6% | | **Cost of Revenue** | 23.2 | 23.8 | -2.6% | | **Gross Profit Margin** | 53.8% | 50.0% | +3.8 percentage points | | **Other Income** | 2.8 | 4.9 | -42.9% | | **Other Gains and Losses** | -0.2 (Loss) | 3.8 (Gain) | -4.0 (million) | | **Selling and Marketing Expenses** | 6.0 | 7.0 | -14.7% | | **Administrative Expenses** | 15.3 | 16.2 | -5.3% | | **Research and Development Expenses** | 3.7 | 10.4 | -64.2% | | **Fair Value Change in Financial Assets at FVTPL** | -10.2 (Loss) | -10.8 (Loss) | -5.6% | | **Loss Attributable to Equity Holders of the Company** | -19.8 | -66.4 | -70.18% | | **Income Tax Expense** | 0 | 0.2 | -100% | | **Total Bank Balances and Cash** | 40.2 | 35.5 (Dec 31, 2023) | +13.3% | | **Current Ratio** | 2.13 | 2.21 (Dec 31, 2023) | -0.08 | | **Debt-to-Asset Ratio** | 7.6% | 0% (Dec 31, 2023) | +7.6 percentage points | - Financial assets at fair value through profit or loss decreased from **RMB 26.5 million** as of December 31, 2023, to **RMB 14.2 million** as of June 30, 2024, primarily due to unlisted equity investments[45](index=45&type=chunk)[47](index=47&type=chunk) - As of June 30, 2024, the Group had **67 employees**, with total staff costs of **RMB 13.1 million**, a year-on-year increase of **12.0%**[58](index=58&type=chunk)[64](index=64&type=chunk) - As of June 30, 2024, the Group had no pledged assets or significant contingent liabilities[55](index=55&type=chunk)[56](index=56&type=chunk)[61](index=61&type=chunk)[62](index=62&type=chunk) [Other Information](index=11&type=section&id=Other%20Information) [Interim Dividend](index=11&type=section&id=INTERIM%20DIVIDEND) The Board decided not to declare any interim dividend for the six months ended June 30, 2024 - No interim dividend was declared for the six months ended June 30, 2024 (H1 2023: nil)[67](index=67&type=chunk)[69](index=69&type=chunk) [Directors' and Chief Executives' Interests and Short Positions in the Shares, Underlying Shares and Debentures of the Company](index=11&type=section&id=DIRECTORS'%20AND%20CHIEF%20EXECUTIVES'%20INTERESTS%20AND%20SHORT%20POSITIONS%20IN%20THE%20SHARES%2C%20UNDERLYING%20SHARES%20AND%20DEBENTURES%20OF%20THE%20COMPANY) As of June 30, 2024, Mr. Lu Jingsheng beneficially held 2.04% of the company's shares, with no other directors or chief executives holding disclosable material interests or short positions Directors' Shareholdings (As of June 30, 2024) | Director's Name | Capacity/Nature of Interest | Number of Shares Held | Approximate Percentage of the Company's Interest | | :--- | :--- | :--- | :--- | | Mr. Lu Jingsheng | Beneficial Owner | 22,000,000 (L) | 2.04% | - As of June 30, 2024, save for Mr. Lu Jingsheng, no other directors or chief executives held any interests or short positions in the shares, underlying shares, or debentures of the Company required to be disclosed under the Securities and Futures Ordinance[72](index=72&type=chunk)[74](index=74&type=chunk) [Substantial Shareholders' Interests and Short Positions in the Shares, Underlying Shares and Debentures of the Company](index=12&type=section&id=SUBSTANTIAL%20SHAREHOLDERS'%20INTERESTS%20AND%20SHORT%20POSITIONS%20IN%20THE%20SHARES%2C%20UNDERLYING%20SHARES%20AND%20DEBENTURES%20OF%20THE%20COMPANY) As of June 30, 2024, the company's substantial shareholders, including Caixin Investment Co., Ltd., Mr. Li Yangyang, Sports Window Culture Co., Ltd., Glassy Mind Holdings Limited, Mr. Yang Qing, Mr. Wu Guoliang, Mr. Zhang Peng, Jianying Ourgame High Growth Investment Fund, and two receivers, each held over 5% of the company's shares Substantial Shareholders' Shareholdings (As of June 30, 2024) | Shareholder's Name/Name | Capacity/Nature of Interest | Number of Shares Held | Approximate Percentage of the Company's Interest | | :--- | :--- | :--- | :--- | | Caixin Investment Co., Ltd. | Beneficial Owner | 186,088,706 (L) | 17.27% | | | Other | 36,235,351 (L) | 3.36% | | Mr. Li Yangyang | Beneficial Owner | 21,290,000 (L) | 1.98% | | | Interest of Controlled Corporation | 222,324,057 (L) | 20.63% | | | Other | 75,688,536 (L) | 7.02% | | Irena Group Co., Ltd. (Sports Window Culture Co., Ltd.) | Interest of Controlled Corporation | 291,919,848 (L) | 27.08% | | Yi Jia Investment Limited | Interest of Controlled Corporation | 291,919,848 (L) | 27.08% | | Great Sports Group Ltd. | Interest of Controlled Corporation | 291,919,848 (L) | 27.08% | | Glassy Mind Holdings Limited | Beneficial Owner | 291,919,848 (L) | 27.08% | | Mr. Yang Qing | Beneficial Owner | 36,531,064 (L) | 3.39% | | | Interest of Controlled Corporation | 221,653,555 (L) | 20.57% | | Mr. Wu Guoliang | Beneficial Owner | 36,531,064 (L) | 3.39% | | | Interest of Controlled Corporation | 221,653,555 (L) | 20.57% | | Mr. Zhang Peng | Beneficial Owner | 12,884,425 (L) | 1.20% | | | Interest of Controlled Corporation | 221,653,555 (L) | 20.57% | | Total Victory Global Limited | Interest of Controlled Corporation | 221,653,555 (L) | 20.57% | | Jianying Ourgame High Growth Investment Fund | Beneficial Owner | 200,502,555 (L) | 18.60% | | Lynch Barry Patrick | Interest of Receiver | 132,464,366 (L) | 12.29% | | Middleton Edward Simon | Interest of Receiver | 132,464,366 (L) | 12.29% | [Share Option Schemes](index=15&type=section&id=SHARE%20OPTION%20SCHEMES) The company has three share option schemes: Employee Pre-IPO, Management Pre-IPO, and 2014 Share Option Schemes. Employee and Management Pre-IPO options have all been exercised or expired, while the 2014 scheme saw no changes during the period, with a significant number of options remaining unexercised - The Employee Pre-IPO Share Option Scheme was fully exercised in 2019, with **zero** share options available for grant as of June 30, 2024[85](index=85&type=chunk)[87](index=87&type=chunk) - All **46,219,930** share options under the Management Pre-IPO Share Option Scheme expired in H1 2024, resulting in **zero** share options available for grant as of June 30, 2024[90](index=90&type=chunk)[91](index=91&type=chunk) Overview of 2014 Share Option Scheme (As of June 30, 2024) | Grantee | Outstanding as of Jan 1, 2024 | Changes during the Period | Outstanding as of June 30, 2024 | Exercise Price per Share (HKD) | | :--- | :--- | :--- | :--- | :--- | | Directors | 31,360,000 | — | 31,360,000 | 2.67 / 5.506 | | Employees | 38,853,839 | — | 38,853,839 | 2.67 / 4.402 / 3.684 / 3.95 / 2.866 | | **Total** | **62,113,839** | **—** | **62,113,839** | | - As of June 30, 2024, the total number of share options available for grant under the 2014 Share Option Scheme was **72,279,037**[97](index=97&type=chunk) [Share Award Scheme](index=19&type=section&id=Share%20Award%20Scheme) The company adopted a Share Award Scheme in 2017 to incentivize and retain eligible individuals. As of June 30, 2024, **1,450,000** awarded shares remained unexercised, with **750,000** vesting during the reporting period, and **17,071,153** awards still available for grant under the scheme mandate - The Share Award Scheme aims to align the interests of eligible individuals with the Group through share ownership, dividends, and increased share value, thereby encouraging and retaining them to contribute to the Group's long-term development and profitability[98](index=98&type=chunk)[101](index=101&type=chunk) Share Award Scheme Movements (As of June 30, 2024) | Indicator | H1 2024 | H1 2023 | | :--- | :--- | :--- | | Outstanding as of Jan 1 | 2,200,000 | 2,200,000 | | Granted during the Period | — | — | | Vested during the Period | 750,000 | 750,000 | | Outstanding as of June 30 | 1,450,000 | 1,450,000 | - As of June 30, 2024, the number of awards available for grant under the Share Award Scheme's plan mandate was **17,071,153**[100](index=100&type=chunk)[101](index=101&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=21&type=section&id=Purchase%2C%20Sale%20or%20Redemption%20of%20the%20Company's%20Listed%20Securities) For the six months ended June 30, 2024, neither the company nor its subsidiaries purchased, sold, or redeemed any of the company's listed securities, nor did they hold any treasury shares - For the six months ended June 30, 2024, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities[105](index=105&type=chunk)[109](index=109&type=chunk) - As of June 30, 2024, the Company held no treasury shares[106](index=106&type=chunk)[109](index=109&type=chunk) [Corporate Governance](index=21&type=section&id=Corporate%20Governance) The company is committed to strict corporate governance. During the reporting period, it complied with the Corporate Governance Code, though the roles of Chairman and CEO were combined, constituting a deviation. Effective March 1, 2025, Ms. Xu Jin will be appointed CEO, and Mr. Lu Jingsheng will transition to CFO, separating the Chairman and CEO roles - The Company complied with the Corporate Governance Code, with a deviation from Code Provision C.2.1 (roles of Chairman and Chief Executive should be separate and not performed by the same individual)[108](index=108&type=chunk)[110](index=110&type=chunk) - Effective May 7, 2024, Mr. Lu Jingsheng concurrently served as Chairman and Chief Executive Officer. Effective March 1, 2025, Ms. Xu Jin will be appointed Executive Director and Chief Executive Officer, and Mr. Lu Jingsheng will be re-designated as Chief Financial Officer, separating the roles of Chairman and Chief Executive Officer[112](index=112&type=chunk)[117](index=117&type=chunk) [Model Code](index=22&type=section&id=Model%20Code) The company adopted the Model Code in Appendix C3 of the Listing Rules to regulate directors' securities transactions, with all directors confirming strict compliance for the six months ended June 30, 2024 - All Directors confirmed strict compliance with the Model Code for Securities Transactions by Directors of Listed Issuers for the six months ended June 30, 2024[114](index=114&type=chunk)[119](index=119&type=chunk) [Audit Committee](index=22&type=section&id=Audit%20Committee) The Audit Committee, comprising three independent non-executive directors, reviews and oversees the company's internal controls and financial reporting, and has reviewed the Group's unaudited condensed consolidated interim results and interim report for the six months ended June 30, 2024 - The Audit Committee comprises Mr. Zhang Li (Chairman), Mr. Ma Shaohua, and Mr. Dai Bing (all independent non-executive Directors)[115](index=115&type=chunk)[120](index=120&type=chunk) - The Audit Committee has reviewed the Group's unaudited condensed consolidated interim results and interim report for the six months ended June 30, 2024, and discussed accounting policies and internal control matters[122](index=122&type=chunk)[124](index=124&type=chunk) [Material Litigation](index=23&type=section&id=Material%20Litigation) The company is involved in two material litigations: loan default arbitration and civil lawsuit against Merit Horizon and Ms. Fu Qiang, and convertible bond arbitration against Spoville. The Fast Express loan arbitration and lawsuit are ongoing, while the Spoville arbitration award has been recognized and enforced by a Korean court, with asset investigation and enforcement underway - The Company initiated arbitration against Merit Horizon for breach of a loan agreement before the Hong Kong Arbitration Tribunal, claiming no less than **HKD 97,948,090.47**, with arbitration proceedings ongoing[126](index=126&type=chunk)[128](index=128&type=chunk) - The Company filed a civil lawsuit in the Hong Kong High Court against Glassy Mind Holdings Limited, Ms. Fu Qiang, and Mr. Gao Hong, seeking repayment of loan principal and interest, and claiming damages for former directors' breach of fiduciary duties, with litigation proceedings ongoing[127](index=127&type=chunk)[129](index=129&type=chunk) - The ICC International Court of Arbitration issued a final award in the Spoville convertible bond case, ordering Spoville and its major shareholder to pay principal, interest, legal fees, translation fees, and arbitration costs, totaling **KRW 2,184,541,667** and **USD 85,000**[135](index=135&type=chunk) - A Korean court ruled in May 2024 to recognize and enforce the arbitration award against Spoville, and the Company is currently conducting asset investigations and will apply for compulsory enforcement[137](index=137&type=chunk)[143](index=143&type=chunk) [Qualification Requirement](index=26&type=section&id=Qualification%20Requirement) As of June 30, 2024, the company had no updated disclosure information regarding qualification requirements - As of June 30, 2024, the Company had no updated disclosure information regarding qualification requirements[140](index=140&type=chunk)[144](index=144&type=chunk) [Continuing Disclosure Pursuant to Rules 13.18 and 13.21 of the Listing Rules](index=26&type=section&id=Continuing%20Disclosure%20Pursuant%20to%20Rules%2013.18%20and%2013.21%20of%20the%20Listing%20Rules) The company has no other disclosure obligations under Rules 13.18 and 13.21 of the Listing Rules - The Company had no other disclosure obligations under Rules 13.18 and 13.21 of the Listing Rules[141](index=141&type=chunk)[145](index=145&type=chunk) [Appreciation](index=26&type=section&id=Appreciation) The Board expresses its gratitude to the management team and employees for their tireless efforts, dedication, and support during the reporting period - The Board expressed its appreciation to the management team and employees for their tireless efforts, dedication, and support during the period[142](index=142&type=chunk)[146](index=146&type=chunk) [Report on Review of Condensed Consolidated Financial Statements](index=27&type=section&id=Report%20on%20Review%20of%20Condensed%20Consolidated%20Financial%20Statements) [Introduction](index=27&type=section&id=Introduction) UHY Mac & Co. has reviewed Ourgame International Holdings Limited's condensed consolidated financial statements for the six months ended June 30, 2024, prepared under IAS 34. The review report is solely for the Board and assumes no responsibility to other parties - The review report was conducted by UHY Mac & Co. in accordance with International Standard on Review Engagements 2410 and reports conclusions solely to the Board of Directors[149](index=149&type=chunk)[150](index=150&type=chunk) - The condensed consolidated financial statements are prepared in accordance with International Accounting Standard 34 "Interim Financial Reporting" and the applicable disclosure requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited[149](index=149&type=chunk)[150](index=150&type=chunk) [Scope of Review](index=28&type=section&id=Scope%20of%20Review) The scope of review is significantly narrower than an audit conducted under International Standards on Auditing, thus it cannot guarantee detection of all material matters, and no audit opinion is expressed - The scope of a review is substantially less than that of an audit conducted in accordance with International Standards on Auditing, and consequently, no audit opinion is expressed[151](index=151&type=chunk)[154](index=154&type=chunk) [Conclusion](index=28&type=section&id=Conclusion) Based on the review, no matters were identified that caused the reviewer to believe the condensed consolidated financial statements are not prepared, in all material respects, in accordance with IAS 34 - Nothing has come to the reviewer's attention that causes them to believe the condensed consolidated financial statements are not prepared, in all material respects, in accordance with International Accounting Standard 34[152](index=152&type=chunk)[155](index=155&type=chunk) [Other Matter](index=28&type=section&id=Other%20Matter) The comparative condensed consolidated statement of profit or loss and other comprehensive income, statement of changes in equity, and statement of cash flows for the six months ended June 30, 2023, and related explanatory notes, were not reviewed in accordance with ISRE 2410 - The comparative financial statements and notes for the six months ended June 30, 2023, were not reviewed in accordance with International Standard on Review Engagements 2410[153](index=153&type=chunk)[156](index=156&type=chunk) [Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=29&type=section&id=Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) [Loss for the period attributable to owners of the Company](index=30&type=section&id=Loss%20for%20the%20period%20attributable%20to%20owners%20of%20the%20Company) For the six months ended June 30, 2024, the loss attributable to owners of the Company significantly narrowed to **RMB 19,770 thousand** from **RMB 66,436 thousand** in the prior year period Loss for the Period Attributable to Owners of the Company | Item | H1 2024 (RMB thousand) | H1 2023 (RMB thousand) | | :--- | :--- | :--- | | From continuing operations | (19,770) | (21,010) | | From discontinued operations | — | (45,426) | | **Total** | **(19,770)** | **(66,436)** | [Total comprehensive loss for the period](index=30&type=section&id=Total%20comprehensive%20loss%20for%20the%20period) For the six months ended June 30, 2024, the total comprehensive loss attributable to owners of the Company significantly decreased to **RMB 18,675 thousand** from **RMB 111,711 thousand** in the prior year period Total Comprehensive Loss Attributable to Owners of the Company | Item | H1 2024 (RMB thousand) | H1 2023 (RMB thousand) | | :--- | :--- | :--- | | From continuing operations | (18,675) | (66,285) | | From discontinued operations | — | (45,426) | | **Total** | **(18,675)** | **(111,711)** | [Loss per share](index=30&type=section&id=Loss%20per%20share) For the six months ended June 30, 2024, basic loss per share from continuing and discontinued operations significantly narrowed to **RMB 1.84 cents** from **RMB 6.20 cents** in the prior year period Loss per Share (RMB cents) | Item | H1 2024 | H1 2023 | | :--- | :--- | :--- | | From continuing and discontinued operations: | | | | Basic loss per share | (1.84) | (6.20) | | Diluted loss per share | (1.84) | (6.20) | | From continuing operations: | | | | Basic loss per share | (1.84) | (1.96) | | Diluted loss per share | (1.84) | (1.96) | [Condensed Consolidated Statement of Financial Position](index=31&type=section&id=Condensed%20Consolidated%20Statement%20of%20Financial%20Position) [Assets and Liabilities](index=31&type=section&id=ASSETS%20AND%20LIABILITIES) As of June 30, 2024, the Group's non-current assets and total net assets decreased, while net current assets increased. Cash and cash equivalents rose, alongside new bank loans Key Balance Sheet Data (RMB thousand) | Indicator | June 30, 2024 | Dec 31, 2023 | Change | | :--- | :--- | :--- | :--- | | **Non-current assets** | 93,761 | 114,047 | -20,286 | | Property, plant and equipment | 272 | — | +272 | | Right-of-use assets | 4,948 | — | +4,948 | | Investment properties | 1,310 | 1,540 | -230 | | Interests in associates | 73,006 | 86,028 | -13,022 | | Financial assets at fair value through profit or loss | 14,215 | 26,469 | -12,254 | | **Current assets** | 82,651 | 73,408 | +9,243 | | Trade and other receivables | 41,995 | 37,468 | +4,527 | | Cash and cash equivalents | 40,176 | 35,462 | +4,714 | | **Current liabilities** | 38,859 | 33,170 | +5,689 | | Trade and other payables | 22,431 | 27,502 | -5,071 | | Bank loan | 10,000 | — | +10,000 | | **Net current assets** | 43,792 | 40,238 | +3,554 | | **Net assets** | 131,168 | 150,889 | -19,721 | | **Total equity** | 131,168 | 150,889 | -19,721 | [Condensed Consolidated Statement of Changes in Equity](index=33&type=section&id=Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Equity) [Equity attributable to equity holders of the Company](index=34&type=section&id=Equity%20attributable%20to%20equity%20holders%20of%20the%20Company) As of June 30, 2024, equity attributable to equity holders of the Company decreased to **RMB 143,235 thousand** from **RMB 161,832 thousand** on January 1, 2024, primarily due to loss for the period and transfer upon expiry of share options Movements in Equity Attributable to Equity Holders of the Company (RMB thousand) | Item | Jan 1, 2024 | Loss for the period | Other comprehensive income | Share-based compensation | Vested share awards | Transfer upon expiry of share options | Dividends paid to non-controlling interests | June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | **Equity attributable to equity holders of the Company** | 161,832 | (19,770) | 1,095 | 78 | — | — | — | 143,235 | | **Non-controlling interests** | (10,943) | (1,012) | — | — | — | — | (112) | (12,067) | | **Total equity** | **150,889** | **(20,782)** | **1,095** | **78** | **—** | **—** | **(112)** | **131,168** | - Upon expiry of share options, **RMB 59,949 thousand** from the share option reserve was transferred to accumulated losses[165](index=165&type=chunk) [Condensed Consolidated Statement of Cash Flows](index=35&type=section&id=Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) [Net cash from operating activities](index=35&type=section&id=Net%20cash%20from%20operating%20activities) For the six months ended June 30, 2024, net cash outflow from operating activities was **RMB 4,580 thousand**, compared to a net cash inflow of **RMB 12,740 thousand** in the prior year period, primarily impacted by working capital changes Cash Flow from Operating Activities (RMB thousand) | Item | H1 2024 | H1 2023 | | :--- | :--- | :--- | | Loss before income tax (continuing operations) | (20,782) | (18,505) | | Loss before income tax (discontinued operations) | — | (43,957) | | Adjustments for non-cash items | 25,486 | 54,538 | | Operating profit/(loss) before working capital changes | 4,704 | (7,924) | | Net changes in working capital | (9,602) | 20,598 | | Cash (used in)/generated from operations | (4,898) | 42,894 | | Interest received | 318 | 9 | | Income tax paid | — | (163) | | **Net cash (used in)/from operating activities** | **(4,580)** | **12,740** | [Net cash from/(used in) investing activities](index=35&type=section&id=Net%20cash%20from%2F%28used%20in%29%20investing%20activities) For the six months ended June 30, 2024, investing activities generated a net cash inflow of **RMB 1,359 thousand**, compared to a net cash outflow of **RMB 77,867 thousand** in the prior year period, primarily due to proceeds from disposal of financial assets and cash outflow from disposal of subsidiaries in 2023 Cash Flow from Investing Activities (RMB thousand) | Item | H1 2024 | H1 2023 | | :--- | :--- | :--- | | Proceeds from disposal of financial assets at fair value through profit or loss | 2,044 | 756 | | Acquisition of associates | (400) | (926) | | Purchase of property, plant and equipment | (285) | (860) | | Net cash outflow on disposal of subsidiaries | — | (77,311) | | **Net cash from/(used in) investing activities** | **1,359** | **(77,867)** | [Net cash from/(used in) financing activities](index=36&type=section&id=Net%20cash%20from%2F%28used%20in%29%20financing%20activities) For the six months ended June 30, 2024, financing activities generated a net cash inflow of **RMB 7,935 thousand**, primarily from new bank loans, compared to a net cash outflow of **RMB 1,600 thousand** in the prior year period Cash Flow from Financing Activities (RMB thousand) | Item | H1 2024 | H1 2023 | | :--- | :--- | :--- | | Proceeds from bank loan | 10,000 | — | | Payment of lease liabilities | (1,821) | (1,379) | | Dividends paid to non-controlling interests | (112) | — | | Interest paid | (132) | (221) | | **Net cash from/(used in) financing activities** | **7,935** | **(1,600)** | [Net increase/(decrease) in cash and cash equivalents](index=36&type=section&id=Net%20increase%2F%28decrease%29%20in%20cash%20and%20cash%20equivalents) For the six months ended June 30, 2024, net increase in cash and cash equivalents was **RMB 4,714 thousand**, with an ending balance of **RMB 40,176 thousand** Cash and Cash Equivalents Movements (RMB thousand) | Item | H1 2024 | H1 2023 | | :--- | :--- | :--- | | Net increase/(decrease) in cash and cash equivalents | 4,714 | (66,727) | | Cash and cash equivalents at beginning of period | 35,462 | 87,289 | | **Cash and cash equivalents at end of period** | **40,176** | **20,562** | [Notes to the Condensed Consolidated Financial Statements](index=37&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) [1. BASIS OF PREPARATION](index=37&type=section&id=1.%20BASIS%20OF%20PREPARATION) The condensed consolidated financial statements are prepared in accordance with IAS 34 'Interim Financial Reporting' and applicable disclosure requirements of the HKEX Listing Rules - The condensed consolidated financial statements are prepared in accordance with International Accounting Standard 34 "Interim Financial Reporting" and the applicable disclosure requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited[173](index=173&type=chunk)[176](index=176&type=chunk) [2. ACCOUNTING POLICIES](index=37&type=section&id=2.%20ACCOUNTING%20POLICIES) The condensed consolidated financial statements are prepared on a historical cost basis, except for certain properties and financial instruments measured at fair value. Revisions to IFRS accounting standards were applied this period, with no significant impact on financial position or performance - The condensed consolidated financial statements are prepared on the historical cost basis, except for certain properties and financial instruments which are measured at fair value[174](index=174&type=chunk)[177](index=177&type=chunk) - Revisions to IFRS accounting standards, including amendments to IFRS 16, IAS 1, IAS 7, and IFRS 7, were first applied in the current period but had no significant impact on the Group's financial position and performance[175](index=175&type=chunk)[178](index=178&type=chunk) [3. RESTATEMENTS](index=38&type=section&id=3.%20RESTATEMENTS) Due to the loss of control over AGAE Group on January 1, 2023, and the disposal of a 40% equity interest in Lianzhong Zhihe, the businesses of AGAE Group and Lianzhong Zhihe are presented separately as discontinued operations, leading to financial statement restatements - The Directors of the Company considered that the Company lost control over Allied Gaming & Entertainment Inc. (AGAE) on January 1, 2023, after a series of events, and its business has been separately presented as a discontinued operation[181](index=181&type=chunk) - The Group disposed of its 40% equity interest in Beijing Lianzhong Zhihe Technology Co., Ltd. (Lianzhong Zhihe), a non-wholly owned subsidiary, to AGAE Group, and its operating results and financial position have been separately presented as a discontinued operation in the condensed consolidated statement of profit or loss and other comprehensive income[181](index=181&type=chunk) [4. REVENUE AND SEGMENT INFORMATION](index=39&type=section&id=4.%20REVENUE%20AND%20SEGMENT%20INFORMATION) For the six months ended June 30, 2024, the company's continuing operations revenue was **RMB 50,155 thousand**, primarily from online game and advertising services, all sourced from mainland China, with no single customer contributing over 10% of revenue Revenue from Continuing Operations Breakdown (RMB thousand) | Item | H1 2024 | H1 2023 | | :--- | :--- | :--- | | Online game revenue | 44,302 | 40,002 | | Online advertising service revenue | 5,853 | 7,513 | | **Total** | **50,155** | **47,515** | - All revenue from continuing operations was generated from mainland China[189](index=189&type=chunk) - For the six months ended June 30, 2024 and 2023, no revenue from any individual game player or customer accounted for 10% or more of the Group's revenue[190](index=190&type=chunk)[191](index=191&type=chunk) [5. OTHER INCOME](index=41&type=section&id=5.%20OTHER%20INCOME) For the six months ended June 30, 2024, other income decreased to **RMB 2,842 thousand** from **RMB 4,869 thousand** in the prior year period, mainly due to reduced royalty income and software sales from discontinued operations Other Income Breakdown (RMB thousand) | Item | H1 2024 | H1 2023 | | :--- | :--- | :--- | | Royalty income from discontinued operations | 127 | 1,264 | | Sale of software to discontinued operations | — | 1,981 | | Loan interest income | 165 | 220 | | Bank interest income | 318 | 9 | | Government grants | 6 | 139 | | Income from providing card and board game venues | 2,212 | 1,256 | | Miscellaneous income | 14 | — | | **Total** | **2,842** | **4,869** | [6. OTHER GAINS AND LOSSES](index=41&type=section&id=6.%20OTHER%20GAINS%20AND%20LOSSES) For the six months ended June 30, 2024, other losses were **RMB 192 thousand**, compared to gains of **RMB 3,772 thousand** in the prior year period, primarily due to gains from deemed acquisition of interests in associates in 2023, which did not occur this period Other Gains and Losses Breakdown (RMB thousand) | Item | H1 2024 | H1 2023 | | :--- | :--- | :--- | | Net foreign exchange gain | 110 | 10 | | Impairment loss on prepayments | (302) | — | | Gain on deemed acquisition of interests in associates | — | 3,762 | | **Total** | **(192)** | **3,772** | [7. INCOME TAX EXPENSE](index=42&type=section&id=7.%20INCOME%20TAX%20EXPENSE) For the six months ended June 30, 2024, the Group incurred no income tax expense, compared to **RMB 163 thousand** in the prior year period Income Tax Expense (RMB thousand) | Item | H1 2024 | H1 2023 | | :--- | :--- | :--- | | PRC corporate income tax | — | (163) | [8. DISCONTINUED OPERATIONS](index=42&type=section&id=8.%20DISCONTINUED%20OPERATIONS) The Group lost control over AGAE Group on January 1, 2023, and completed the disposal of a 40% equity interest in Lianzhong Zhihe on October 31, 2023. The deemed disposal of AGAE Group resulted in a loss of **RMB 46,895 thousand**, while Lianzhong Zhihe's business generated a profit of **RMB 2,938 thousand** in H1 2023 - The Directors of the Company considered that the Group lost control over AGAE on January 1, 2023, after a series of events, and its business has been separately presented as a discontinued operation[198](index=198&type=chunk)[200](index=200&type=chunk) Loss on Disposal of AGAE Group (RMB thousand) | Item | H1 2023 | | :--- | :--- | | Loss on disposal of AGAE | (46,895) | - The Group entered into a sale agreement on August 16, 2023, to dispose of its **40%** equity interest in Lianzhong Zhihe to AGAE Group for **USD 7,000,000**, with the disposal completed on October 31, 2023[203](index=203&type=chunk)[206](index=206&type=chunk) Profit for the Period from Lianzhong Zhihe Business (RMB thousand) | Item | H1 2023 | | :--- | :--- | | Profit for the period from Lianzhong Zhihe business | 2,938 | [9. LOSS FOR THE PERIOD](index=45&type=section&id=9.%20LOSS%20FOR%20THE%20PERIOD) For the six months ended June 30, 2024, loss for the period from continuing operations was reached after deducting items such as depreciation and staff costs. Total staff costs amounted to **RMB 13,109 thousand**, an increase from the prior year period Loss for the Period from Continuing Operations after Charging/(Crediting) Items (RMB thousand) | Item | H1 2024 | H1 2023 | | :--- | :--- | :--- | | Lease expenses relating to short-term leases | 124 | 176 | | Total depreciation | 474 | 2,616 | | Total staff costs | 13,109 | 11,712 | | Amortisation of intangible assets | — | 624 | [10. DIVIDENDS](index=45&type=section&id=10.%20DIVIDENDS) The Directors do not recommend the payment of an interim dividend for the six months ended June 30, 2024 - The Directors do not recommend the payment of an interim dividend for the six months ended June 30, 2024 (H1 2023: nil)[213](index=213&type=chunk)[214](index=214&type=chunk) [11. LOSS PER SHARE](index=46&type=section&id=11.%20LOSS%20PER%20SHARE) For the six months ended June 30, 2024, basic loss per share from continuing operations was **RMB 1.84 cents**, and from continuing and discontinued operations was also **RMB 1.84 cents**, both showing improvement from the prior year period Basic Loss Per Share Calculation Data (RMB thousand) | Item | H1 2024 | H1 2023 | | :--- | :--- | :--- | | Loss for the period attributable to owners of the Company for basic loss per share calculation | (19,770) | (66,436) | | Less: Loss for the period from discontinued operations | — | 45,426 | | Loss for basic loss per share calculation from continuing operations | (19,770) | (21,010) | Weighted Average Number of Ordinary Shares (thousand shares) | Item | H1 2024 | H1 2023 | | :--- | :--- | :--- | | Weighted average number of ordinary shares for basic loss per share calculation | 1,072,197 | 1,071,447 | - For the six months ended June 30, 2024 and 2023, the exercise of the Company's share options/warrants was not assumed in calculating diluted earnings/loss per share because their exercise prices were higher than the average market price of the shares during both periods[224](index=224&type=chunk)[226](index=226&type=chunk) [12. PROPERTY, PLANT AND EQUIPMENT AND RIGHT-OF-USE ASSETS](index=48&type=section&id=12.%20PROPERTY%2C%20PLANT%20AND%20EQUIPMENT%20AND%20RIGHT-OF-USE%20ASSETS) For the six months ended June 30, 2024, the Group acquired property, plant, and equipment at a cost of **RMB 285 thousand**. During the period, new and renewed lease agreements resulted in the recognition of right-of-use assets and lease liabilities, both amounting to **RMB 5,409 thousand** - For the six months ended June 30, 2024, the cost of property, plant and equipment acquired by the Group was **RMB 285 thousand** (H1 2023: **RMB 860 thousand**)[227](index=227&type=chunk)[232](index=232&type=chunk) - During the interim period, the Group renewed certain lease agreements and entered into new ones with lease terms ranging from 2 to 3 years, recognizing right-of-use assets of **RMB 5,409 thousand** and lease liabilities of **RMB 5,409 thousand**[228](index=228&type=chunk)[232](index=232&type=chunk) [13. INTANGIBLE ASSETS](index=48&type=section&id=13.%20INTANGIBLE%20ASSETS) For the six months ended June 30, 2024, there were no additions to intangible assets - For the six months ended June 30, 2024, there were no additions to intangible assets (H1 2023: **RMB 28 thousand**)[229](index=229&type=chunk)[233](index=233&type=chunk) [14. INTEREST IN ASSOCIATES](index=48&type=section&id=14.%20INTEREST%20IN%20ASSOCIATES) As of June 30, 2024, interests in associates primarily comprised a **32.6%** ownership interest in AGAE, amounting to **RMB 69,847 thousand**, a decrease from December 31, 2023, mainly due to the share of AGAE's losses accounted for using the equity method; however, AGAE's fair value increased - As of June 30, 2024, interests in associates primarily referred to a **32.6%** ownership interest in AGAE, amounting to **RMB 69,847 thousand** (December 31, 2023: **RMB 82,153 thousand**)[230](index=230&type=chunk)[234](index=234&type=chunk) - The decrease in interest in AGAE during the interim period was due to the share of AGAE's losses accounted for using the equity method[230](index=230&type=chunk)[234](index=234&type=chunk) - The fair value of AGAE as of June 30, 2024, was approximately **RMB 110,596 thousand** (December 31, 2023: **RMB 89,827 thousand**)[231](index=231&type=chunk)[234](index=234&type=chunk) [15. TRADE AND OTHER RECEIVABLES](index=49&type=section&id=15.%20TRADE%20AND%20OTHER%20RECEIVABLES) As of June 30, 2024, total trade and other receivables increased to **RMB 41,995 thousand** from December 31, 2023, with loans and interest receivables constituting a significant portion, and expected credit loss provisions recognized Trade and Other Receivables Breakdown (RMB thousand) | Item | June 30, 2024 | Dec 31, 2023 | | :--- | :--- | :--- | | Trade receivables (net) | 1,636 | 763 | | Prepayments (net) | 10,336 | 9,107 | | Other receivables and deposits (net) | 12,170 | 9,745 | | Loans and interest receivables (net) | 17,853 | 17,853 | | **Total** | **41,995** | **37,468** | Trade Receivables Ageing Analysis (RMB thousand) | Ageing | June 30, 2024 | Dec 31, 2023 | | :--- | :--- | :--- | | 0–30 days | 1,601 | 578 | | 31–60 days | 5 | 99 | | 61–90 days | — | 20 | | 91–180 days | — | 18 | | 181–365 days | — | 43 | | Over 1 year | 747 | 728 | | **Total** | **2,353** | **1,486** | Expected Credit Loss Provision Movements (RMB thousand) | Item | H1 2024 | H1 2023 | | :--- | :--- | :--- | | Trade receivables | (6) | 181 | | Other receivables and deposits | 83 | (228) | | Loans and interest receivables | 165 | 220 | | **Total** | **242** | **173** | [16. TRADE AND OTHER PAYABLES](index=51&type=section&id=16.%20TRADE%20AND%20OTHER%20PAYABLES) As of June 30, 2024, total trade and other payables decreased to **RMB 22,431 thousand** from December 31, 2023, with trade payables to third parties constituting the largest portion Trade and Other Payables Breakdown (RMB thousand) | Item | June 30, 2024 | Dec 31, 2023 | | :--- | :--- | :--- | | Trade payables to third parties | 3,259 | 4,137 | | Other payables and accrued expenses | 10,692 | 7,067 | | Staff costs and welfare accruals | 3,058 | 4,654 | | Amounts due to associates | 2,853 | 4,328 | | Accrued legal and professional fees | 3,390 | 2,064 | | **Total** | **22,431** | **27,502** | Trade Payables to Third Parties Ageing Analysis (RMB thousand) | Ageing | June 30, 2024 | Dec 31, 2023 | | :--- | :--- | :--- | | 0–30 days | 3,057 | 961 | | Over 1 year | 2 | 3,072 | | **Total** | **3,259** | **4,137** | [17. BANK LOAN](index=52&type=section&id=17.%20BANK%20LOAN) As of June 30, 2024, the Group obtained new bank loans of **RMB 10,000 thousand**, which are unsecured, unguaranteed, bear a fixed annual interest rate of **3.0%**, and are repayable within one year Bank Loan (RMB thousand) | Item | June 30, 2024 | Dec 31, 2023 | | :--- | :--- | :--- | | Current portion of bank loan | 10,000 | — | - The bank loan is unsecured, unguaranteed, bears a fixed annual interest rate of **3.0%**, is repayable within one year, and is denominated in RMB[252](index=252&type=chunk) [18. SHARE-BASED COMPENSATION TRANSACTIONS](index=53&type=section&id=18.%20SHARE-BASED%20COMPENSATION%20TRANSACTIONS) The Group has a Management Pre-IPO Share Option Scheme, a 2014 Share Option Scheme, and a Share Award Scheme. All Management Pre-IPO options expired in H1 2024. The 2014 Share Option Scheme saw no changes during the period. **750,000** awarded shares vested under the Share Award Scheme. Total share-based compensation expense recognized this period was **RMB 78 thousand** Management Pre-IPO Share Option Scheme Movements (USD) | Grantee | Outstanding as of Jan 1, 2024 | Expired during the year | Outstanding as of June 30, 2024 | Exercise Price per Share | | :--- | :--- | :--- | :--- | :--- | | Former Directors | 41,702,128 | (41,702,128) | — | 0.16714303 | | Former Employees | 4,517,802 | (4,517,802) | — | 0.16714303 | | **Total** | **46,219,930** | **(46,219,930)** | **—** | | 2014 Share Option Scheme Movements (HKD) | Grantee | Outstanding as of Jan 1, 2024 | Changes during the Period | Outstanding as of June 30, 2024 | Exercise Price per Share | | :--- | :--- | :--- | :--- | :--- | | Directors | 31,360,000 | — | 31,360,000 | 2.67 / 5.506 | | Employees | 38,853,839 | — | 38,853,839 | 2.67 / 4.402 / 3.684 / 3.95 / 2.866 | | **Total** | **62,113,839** | **—** | **62,113,839** | | - For the six months ended June 30, 2024, **737,500** shares vested, and as of that date, **36,550,983** shares had vested[272](index=272&type=chunk)[273](index=273&type=chunk) - For the six months ended June 30, 2024, the total expense recognized by the Group for the aforementioned share awards and share options was **RMB 78 thousand** (H1 2023: **RMB 774 thousand**)[272](index=272&type=chunk)[273](index=273&type=chunk) [19. SIGNIFICANT RELATED PARTY TRANSACTIONS](index=57&type=section&id=19.%20SIGNIFICANT%20RELATED%20PARTY%20TRANSACTIONS) During the period, the Group engaged in transactions with related parties, including staff welfare expenses. Total remuneration for key management personnel was **RMB 4,537 thousand**, comprising directors' fees, basic salaries and allowances, retirement benefit scheme contributions, and share-based compensation Significant Related Party Transactions (RMB thousand) | Related Party Name | Relationship | Nature of Transaction | H1 2024 | H1 2023 | | :--- | :--- | :--- | :--- | :--- | | Former Acting Chief Executive Officer | Substantial shareholder of the Company | Staff welfare expenses | 500 | 600 | Key Management Personnel Remuneration (RMB thousand) | Item | H1 2024 | H1 2023 | | :--- | :--- | :--- | | Directors' fees | 492 | 657 | | Basic salaries and allowances | 3,519 | 3,659 | | Retirement benefit scheme contributions | 448 | 305 | | Share-based compensation | 78 | 616 | | **Total** | **4,537** | **4,222** | [20. FAIR VALUE MEASUREMENTS OF FINANCIAL INSTRUMENTS](index=58&type=section&id=20.%20FAIR%20VALUE%20MEASUREMENTS%20OF%20FINANCIAL%20INSTRUMENTS) Certain financial instruments of the Group are measured at fair value, primarily unlisted equity investments classified as Level 3. As of June 30, 2024, the fair value of unlisted equity investments was **RMB 14,215 thousand**, a decrease from December 31, 2023 Financial Assets at Fair Value Through Profit or Loss (RMB thousand) | Item | Level 1 | Level 2 | Level 3 | Total | | :--- | :--- | :--- | :--- | :--- | | **June 30, 2024** | | | | | | Unlisted equity investments | — | — | 14,215 | 14,215 | | **Dec 31, 2023** | | | | | | Unlisted equity investments | — | — | 26,469 | 26,469 | - The fair value of unlisted equity investments is determined using the asset approach, with key unobservable inputs including marketability discount (**15.6%**) and minority interest discount (**0% to 11.8%**)[284](index=284&type=chunk)[285](index=285&type=chunk) Reconciliation of Level 3 Financial Instruments Carrying Amount (RMB thousand) | Item | 2024 | 2023 | | :--- | :--- | :--- | | As of Jan 1 (audited) | 26,469 | 45,846 | | Disposal | (2,044) | (756) | | Fair value changes recognized in profit or loss | (10,210) | (10,820) | | **As of June 30 (unaudited)** | **14,215** | **34,330** | [21. DISPOSAL OF SUBSIDIARIES](index=61&type=section&id=21.%20DISPOSAL%20OF%20SUBSIDIARIES) The Group's deemed disposal of AGAE Group on January 1, 2023, resulted in a loss of **RMB 46,895 thousand**. AGAE Group's net assets at the deemed disposal date were **RMB 571,234 thousand** - The Directors of the Company considered that the Group lost control over AGAE and deemed to have disposed of AGAE on January 1, 2023[289](index=289&type=chunk)[290](index=290&type=chunk) Analysis of AGAE Group's Net Assets at Deemed Disposal Date (RMB thousand) | Item | Amount | | :--- | :--- | | Property, plant and equipment | 15,004 | | Right-of-use assets | 10,912 | | Digital assets | 344 | | Intangible assets | 158 | | Trade and other receivables | 11,342 | | Certificates of deposit | 484,602 | | Restricted bank balances | 34,614 | | Cash and cash equivalents | 77,311 | | Trade and other payables | (13,589) | | Contract liabilities | (751) | | Lease liabilities | (48,713) | | **Net assets disposed of** | **571,234** | Loss on Disposal of AGAE Group (RMB thousand) | Item | Amount | | :--- | :--- | | Fair value of retained investment (interest in associates) | 78,150 | | Less: Net assets disposed of | (571,234) | | Non-controlling interests | 393,580 | | Reclassification of accumulated translation reserve | 25,676 | | Reclassification of accumulated other reserves | 26,933 | | **Loss on disposal** | **(46,895)** | [22. OTHER LITIGATIONS/ARBITRATIONS](index=62&type=section&id=22.%20OTHER%20LITIGATIONS%2FARBITRATIONS) The Group is involved in two major litigations/arbitrations: former Executive Director Mr. Wu Guoliang's arbitration against AGAE, involving fraud allegations, currently in the discovery phase; and AGAE's second largest shareholder Knighted's lawsuit against AGAE directors and related parties for breach of fiduciary duties, with one lawsuit dismissed, but Knighted has filed a second lawsuit, which is currently pending - Mr. Wu Guoliang (former Executive Director) initiated arbitration against AGAE, claiming **USD 1,000,000** in outstanding debt and alleging fraud in settlement-related documents. The arbitration is currently in the discovery phase, with a hearing scheduled for early November 2025[297](index=297&type=chunk)[299](index=299&type=chunk) - Knighted Pastures, LLC filed a lawsuit against AGAE directors and related parties, alleging breach of fiduciary duties. The court dismissed certain motions and ordered AGAE to pay Knighted **USD 3 million** in legal fees[301](index=301&type=chunk)[303](index=303&type=chunk)[304](index=304&type=chunk)[305](index=305&type=chunk) - Knighted filed a second lawsuit, alleging AGAE directors breached fiduciary duties in approving the strategic investment and securities purchase agreement with Yellow River Capital Group. AGAE believes the claims lack merit and will vigorously defend itself[306](index=306&type=chunk)[308](index=308&type=chunk) - As AGAE cannot reasonably estimate the amount or range of loss for the second Knighted lawsuit, neither the Company's condensed consolidated financial statements nor AGAE's consolidated financial statements have made provisions for this contingency[311](index=311&type=chunk)[314](index=314&type=chunk) [23. COMPARATIVE FIGURES](index=65&type=section&id=23.%20COMPARATIVE%20FIGURES) Except for restatements disclosed in Note 3, certain comparative figures in the condensed consolidated statement of changes in equity and condensed consolidated statement of cash flows have been reclassified to conform to the current year's presentation, but without significant impact on the Group's condensed consolidated financial statements' comparative figures - Except for the restatements disclosed in Note 3, certain comparative figures have been reclassified to conform to the current year's presentation, but without significant impact on the comparative figures of the Group's condensed consolidated financial statements[312](index=312&type=chunk)[315](index=315&type=chunk)

公告称，亏损增加乃主要由于歷史投资项目中按公允值计入损益的金融资产及预期信贷亏损模型下的减 值亏损，扣除拨回以及追讨历史应收账款所产生费用所致。 联众(06899)公布2023年年度业绩，收入8899.6万元，同比减少12.4%;公司权益持有人应占年内亏损 6276.5万元，同比增长76.5%;每股基本亏损5.9分。 ...

Environmental, Social and Governance Report 環境、社會和管治報告 2023 Environmental, Social and Governance Report 環境、社會及管治報告 ABOUT THIS REPORT This is Ourgame International Holdings Limited's (the "Company", "Ourgame" or "We", and together with its subsidiaries, the "Group") (stock code: 06899) eighth annual Environmental, Social and Governance (ESG) report. This report sets out how the Group complies with the disclosure obligations under the Environmental, Social and Governance Reporting Guide in Appendix C2 to the ...

年度報告 Annual Report 2023 Annual Report 年度報告 2023 Contents 目錄 | 02 | Financial Highlights | | --- | --- | | | 財務摘要 | 03 Five Years Financial Summary 五年財務摘要 04 Chairman's Statement 主席報告 07 Management Discussion and Analysis 管理層討論及分析 18 Directors' Report 董事會報告 90 Corporate Governance Report 企業管治報告 114 Independent Auditor's Report 獨立核數師報告 123 Consolidated Statement of Profit or Loss and Other Comprehensive Income 綜合損益及其他全面收益表 125 Consolidated Statement of Financial Position 綜合財務狀況表 127 Consolidated Statement of ...

[Interim Results Overview](index=1&type=section&id=Interim%20Results%20Overview) The company reported a **13.8%** decrease in revenue to **RMB 43,236 thousand** and a **93.0%** increase in loss attributable to owners to **RMB 38,161 thousand** for the six months ended June 30, 2025 Financial Highlights for the Six Months Ended June 30, 2025 | Metric | Six Months Ended June 30, 2025 (thousand RMB) | Six Months Ended June 30, 2024 (thousand RMB) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 43,236 | 50,155 | (13.8 %) | | Loss for the Period Attributable to Owners of the Company | (38,161) | (19,770) | 93.0 % | | Basic Loss Per Share (RMB cents) | (3.56) | (1.84) | 93.5 % | | Diluted Loss Per Share (RMB cents) | (3.56) | (1.84) | 93.5 % | [Business Review](index=2&type=section&id=Business%20Review) The Group advanced its global intellectual sports strategy, stabilizing PC operations, optimizing mobile games, integrating AI and cloud tech, and expanding through strategic partnerships and offline sports park development [Core Business Development](index=2&type=section&id=Core%20Business%20Development) Lianzong International deepened its global intellectual sports and entertainment strategy in H1 2025, stabilizing PC-based "Lianzong Hall" operations and optimizing mobile games - Traditional PC business "Lianzong Hall" maintained stable development, enhancing user engagement and game fairness through community building, new category introduction, and AI/anti-cheat system upgrades[5](index=5&type=chunk) - Mobile card and casual games (e.g., Dou Dizhu, Mahjong, Fishing, Chess) performed well, improving user social experience and retention through optimized interfaces, gameplay, and enhanced in-game community features[5](index=5&type=chunk) [Cutting-Edge Technology and Innovative Business](index=2&type=section&id=Cutting-Edge%20Technology%20and%20Innovative%20Business) The Group deeply integrated AI, upgraded to cloud architecture for stability, and introduced advanced AI models like Deep Seek and ChatGPT for efficiency, while its subsidiary Huayang developed successful intellectual sports event IPs - Fully implemented cloud architecture upgrade, significantly improving system response speed and stability in high-concurrency scenarios, enabling elastic resource scheduling and automated operations, and effectively reducing IT operating costs[6](index=6&type=chunk) - Successfully introduced cutting-edge AI large models like Deep Seek and ChatGPT, building a localized AI model system that significantly enhances efficiency in art development and operations, and explores AI empowerment for traditional strong projects like Chinese Chess and Four-Nation Chess[6](index=6&type=chunk) - Subsidiary Huayang, focusing on intellectual sports events and content production, saw its 'Mahjong Competition King' series, including 'Mahjong Super Cup' and 'Competitive Mahjong Masters,' consistently rank among top online video platforms in viewership, with 'Sichuan Mahjong Star League' setting a new industry record of over **110,000 concurrent online users**[6](index=6&type=chunk)[7](index=7&type=chunk) [Diversified Strategy and International Expansion](index=3&type=section&id=Diversified%20Strategy%20and%20International%20Expansion) The Group expanded content distribution through a Youku partnership, launched the "Intellectual Masters Tournament" with the Danzhou government, developed Lianzong Sports Park, and introduced the "AGAE Overseas Esports League" to Youku - Signed a cooperation agreement with Youku to feature event content on its platform; partnered with the Danzhou Municipal Government in Hainan Province to host the 'Intellectual Masters Tournament' in the Xin'ying Bay area, leveraging a 'tournament + industry + culture & tourism' model to stimulate regional development[7](index=7&type=chunk) - Through its wholly-owned subsidiary Lianzong Sports (Beijing) Co., Ltd., the Group is advancing the construction and operation of Lianzong Sports Park, creating a comprehensive sports platform integrating venues, event hosting, youth training, and sports social activities to diversify revenue streams[8](index=8&type=chunk) - Introduced the 'AGAE Overseas Esports League' (including 'Mario Kart,' 'Valorant,' 'Fortnite') to the Youku platform, achieving precise alignment of global resources with local demand, balancing international vision with localized operations[8](index=8&type=chunk) [Future Outlook](index=3&type=section&id=Future%20Outlook) Lianzong International will continue to leverage its core strengths in card and board games, accelerate innovative business development, and aim to be a unique leader in China's intellectual sports ecosystem - The Group will continue to deepen its core strengths in card and board games, accelerate innovative business development, and actively seize new industry trends[9](index=9&type=chunk) - Committed to becoming a unique 'intellectual sports ecosystem leader' in China's sports industry, contributing Chinese solutions to the innovative development of the global sports and entertainment industry[9](index=9&type=chunk) [Management Discussion and Analysis](index=4&type=section&id=Management%20Discussion%20and%20Analysis) The Group's loss significantly increased due to higher operating expenses and associate losses, while revenue declined, impacting gross margin and liquidity, though future expansion is planned primarily through internal resources [Financial Review](index=4&type=section&id=Financial%20Review) Loss attributable to owners increased to **RMB 38.2 million** in H1 2025 due to higher selling, R&D, resumption, and associate litigation expenses, with revenue down **13.8%** to **RMB 43.2 million** and gross margin declining to **51.7%** - Loss for the period attributable to owners of the Company increased by **93.0%** from **RMB 19.8 million** in the same period of 2024 to **RMB 38.2 million** in the same period of 2025[3](index=3&type=chunk)[10](index=10&type=chunk)[20](index=20&type=chunk) - The increase in loss was primarily due to higher selling and new product R&D expenses, a significant increase in professional fees for resumption, and a substantial increase in litigation expenses for associate AGAE, leading to a higher share of net loss from associates[10](index=10&type=chunk) Changes in Revenue, Cost of Revenue, and Gross Margin | Metric | H1 2025 (thousand RMB) | H1 2024 (thousand RMB) | Change (%) | Change (thousand RMB) | | :--- | :--- | :--- | :--- | :--- | | Revenue | 43,236 | 50,155 | (13.8 %) | (7,000) | | Cost of Revenue | 20,878 | 23,158 | (9.8 %) | (2,280) | | Gross Margin | 51.7 % | 53.8 % | (2.1 pp) | - | - The decrease in revenue was mainly due to stable mobile game business, but a lower average revenue per user (ARPU) for Lianzong Game Hall, resulting in reduced overall Lianzong Game Hall revenue, and MCN business activity not yet fully reflected in revenue[11](index=11&type=chunk) - The decline in gross margin was primarily due to the decrease in revenue from Lianzong Game Hall, which has a higher gross margin[12](index=12&type=chunk) [Expense and Expenditure Analysis](index=5&type=section&id=Expense%20and%20Expenditure%20Analysis) Selling and marketing expenses surged **108.3%** to **RMB 12.5 million**, administrative expenses rose **13.7%** to **RMB 17.4 million** (due to resumption costs), R&D expenses increased **49.0%** to **RMB 5.5 million**, and share of net loss from associates grew **62.1%** to **RMB 23.5 million** (due to AGAE litigation) Changes in Key Expense Categories | Expense Category | H1 2025 (thousand RMB) | H1 2024 (thousand RMB) | Change (%) | Change (thousand RMB) | | :--- | :--- | :--- | :--- | :--- | | Selling and Marketing Expenses | 12,535 | 5,952 | 108.3 % | 6,583 | | Administrative Expenses | 17,392 | 15,349 | 13.7 % | 2,043 | | Research and Development Expenses | 5,543 | 3,719 | 49.0 % | 1,824 | | Share of Net Loss from Associates | 23,471 | 14,517 | 62.1 % | 8,954 | - The increase in administrative expenses was mainly due to higher resumption-related expenses incurred since July 2024[16](index=16&type=chunk) - The increase in R&D expenses was due to the Group's intensified efforts in updating existing versions and developing new versions of online games during the period[17](index=17&type=chunk) - The increase in share of net loss from associates was primarily due to higher litigation expenses incurred by the Company's associate, AGAE, during the period[18](index=18&type=chunk) [Liquidity and Capital Resources](index=6&type=section&id=Liquidity%20and%20Capital%20Resources) Total bank balances and cash decreased **6.7%** to **RMB 12.7 million** as of June 30, 2025; the current ratio fell from **1.68** to **1**, and the debt-to-equity ratio rose from **0%** to **21.2%** Changes in Liquidity Ratios | Metric | June 30, 2025 (thousand RMB) | December 31, 2024 (thousand RMB) | Change (%) | | :--- | :--- | :--- | :--- | | Total Bank Balances and Cash | 12,727 | 13,640 | (6.7 %) | | Current Assets | 30,368 | 47,701 | (36.4 %) | | Current Liabilities | 30,395 | 28,333 | 7.3 % | | Current Ratio | 1 | 1.68 | (0.68 pp) | | Debt-to-Equity Ratio | 21.2 % | 0 % | 21.2 pp | - The Group currently intends to primarily fund future expansion, investments, and business operations through internal resources, but may explore other financing sources when appropriate[22](index=22&type=chunk) [Investments and Assets](index=6&type=section&id=Investments%20and%20Assets) The Group acquired Chinese property with a fair value of **RMB 5.63 million** as collateral for outstanding loans and interest, while financial assets at fair value through profit or loss remained at **RMB 14.2 million**, primarily in game/intellectual sports tech startups and private equity funds - The Group acquired Chinese property with a fair value of **RMB 5,630,000** pledged for outstanding loans and accrued interest[23](index=23&type=chunk)[66](index=66&type=chunk) Financial Assets at Fair Value Through Profit or Loss | Metric | June 30, 2025 (thousand RMB) | December 31, 2024 (thousand RMB) | | :--- | :--- | :--- | | Financial Assets at Fair Value Through Profit or Loss | 14,215 | 14,215 | - The Group invests in financial assets at fair value through profit or loss to complement its game portfolio, explore new business opportunities in ecosystem-related areas, generate strategic operational synergies, and leverage external financial resources for expertise and scale[25](index=25&type=chunk) - These investments primarily include direct equity investments in selected startups (mainly engaged in technology R&D related to games or intellectual sports) and direct subscriptions to private equity funds focused on providing early-stage financing to companies operating in the intellectual sports sector[26](index=26&type=chunk) [Other Financial Information](index=6&type=section&id=Other%20Financial%20Information) No significant acquisitions, disposals, asset pledges, or material contingent liabilities occurred; foreign exchange risk is not significant; and the Group had **76** employees with total staff costs decreasing **27.5%** to **RMB 9.5 million** - For the six months ended June 30, 2025, the Group had no significant acquisitions or disposals, no asset pledges, and no material contingent liabilities[24](index=24&type=chunk)[29](index=29&type=chunk)[30](index=30&type=chunk)[31](index=31&type=chunk) - The Group primarily operates in China, with most transactions settled in RMB, and as of June 30, 2025, its operations had no significant foreign exchange risk[32](index=32&type=chunk) Employee Remuneration and Policy | Metric | June 30, 2025 | June 30, 2024 | | :--- | :--- | :--- | | Number of Employees | 76 | - | | Total Staff Costs (million RMB) | 9.5 | 13.1 | [Corporate Governance and Other Information](index=10&type=section&id=Corporate%20Governance%20and%20Other%20Information) The company maintains strong corporate governance, addressing past deviations, and is involved in significant ongoing litigations, while the Board has decided against an interim dividend [Corporate Governance](index=10&type=section&id=Corporate%20Governance) The company maintains strict corporate governance, complying with the Listing Rules' Corporate Governance Code, having rectified the separation of Chairman and CEO roles, with all directors adhering to securities dealing standards, and an audit committee overseeing internal controls and financial reporting - The Company complied with applicable code provisions of the Corporate Governance Code, with a previous deviation from Code Provision C.2.1 (requiring separation of Chairman and CEO roles) now rectified after Ms. Xu Jin's appointment as Executive Director and CEO, and Mr. Lu Jingsheng's reassignment as CFO[37](index=37&type=chunk) - All Directors confirmed strict compliance with the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 to the Listing Rules for the six months ended June 30, 2025[39](index=39&type=chunk) - The Audit Committee comprises three independent non-executive directors (Mr. Zhang Li, Mr. Ma Shaohua, and Mr. Dai Bing), with Mr. Zhang Li as Chairman, primarily responsible for reviewing and overseeing the Company's internal controls and financial reporting procedures[40](index=40&type=chunk) [Significant Litigation Matters](index=11&type=section&id=Significant%20Litigation%20Matters) The company is involved in two major litigations: an arbitration and lawsuit against Merit Horizon and Ms. Fu Qiang for loan default, with arbitration hearings concluded but no award yet, and a civil suit ongoing; and an arbitration against Spoville and its major shareholder, where a favorable award was obtained and enforcement is being pursued in South Korea - The Company initiated arbitration against Merit Horizon Limited and Ms. Fu Qiang for loan default, claiming no less than **HKD 97,948,090.47**, with significant hearings recently concluded but no award yet[43](index=43&type=chunk)[44](index=44&type=chunk)[45](index=45&type=chunk) - The Company filed civil lawsuits in the Hong Kong High Court against Bright Wisdom Holdings Limited, Ms. Fu Qiang, and Mr. Gao Hong, seeking repayment of loan principal and interest, and claiming against Ms. Fu and Mr. Gao for breach of their fiduciary duties as former directors of the Company, with proceedings ongoing and no judgment yet rendered[46](index=46&type=chunk)[47](index=47&type=chunk) - The ICC International Court of Arbitration issued a final award against Spoville and its major shareholder Mr. Seung-Hwan Oh for breach of the Convertible Bond Subscription Agreement and Supplemental Agreement, ordering them to jointly pay the convertible bond principal and interest, legal fees, and arbitration costs[48](index=48&type=chunk) - A South Korean court issued a ruling agreeing to recognize and enforce the ICC arbitration award, and made an asset disclosure order based on the Company's application; further asset inquiries are underway, and the Company will apply for compulsory enforcement based on the results[48](index=48&type=chunk)[49](index=49&type=chunk) [Dividend Policy](index=14&type=section&id=Dividend%20Policy) The Board does not recommend the payment of any interim dividend for the six months ended June 30, 2025 - The Board does not declare any interim dividend for the six months ended June 30, 2025 (six months ended June 30, 2024: nil)[50](index=50&type=chunk)[64](index=64&type=chunk) [Condensed Consolidated Financial Statements](index=15&type=section&id=Condensed%20Consolidated%20Financial%20Statements) The financial statements for H1 2025 show a loss for the period of **RMB 35,086 thousand**, with net current liabilities of **RMB 27 thousand** and equity attributable to owners at **RMB 35,454 thousand** [Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=15&type=section&id=Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) For the six months ended June 30, 2025, the company reported revenue of **RMB 43,236 thousand**, gross profit of **RMB 22,358 thousand**, a loss for the period of **RMB 35,086 thousand**, and a loss attributable to owners of **RMB 38,161 thousand**, with basic and diluted loss per share at **RMB 3.56 cents** Key Data from Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income | Metric | H1 2025 (thousand RMB) | H1 2024 (thousand RMB) | | :--- | :--- | :--- | | Revenue | 43,236 | 50,155 | | Cost of Revenue | (20,878) | (23,158) | | Gross Profit | 22,358 | 26,997 | | Other Income | 2,111 | 2,842 | | Selling and Marketing Expenses | (12,535) | (5,952) | | Administrative Expenses | (17,392) | (15,349) | | Research and Development Expenses | (5,543) | (3,719) | | Share of Net Loss from Associates | (23,471) | (14,517) | | Loss Before Income Tax | (35,086) | (20,782) | | Loss for the Period | (35,086) | (20,782) | | Loss for the Period Attributable to Owners of the Company | (38,161) | (19,770) | | Basic Loss Per Share (RMB cents) | (3.56) | (1.84) | [Condensed Consolidated Statement of Financial Position](index=17&type=section&id=Condensed%20Consolidated%20Statement%20of%20Financial%20Position) As of June 30, 2025, total non-current assets were **RMB 36,101 thousand**, current assets **RMB 30,368 thousand**, current liabilities **RMB 30,395 thousand**, resulting in net current liabilities of **RMB 27 thousand**, net assets of **RMB 32,164 thousand**, and equity attributable to owners of **RMB 35,454 thousand** Key Data from Condensed Consolidated Statement of Financial Position | Metric | June 30, 2025 (thousand RMB) | December 31, 2024 (thousand RMB) | | :--- | :--- | :--- | | Non-current Assets | 36,101 | 52,778 | | Current Assets | 30,368 | 47,701 | | Current Liabilities | 30,395 | 28,333 | | Net Current (Liabilities) / Assets | (27) | 19,368 | | Total Assets Less Current Liabilities | 36,074 | 72,146 | | Net Assets | 32,164 | 66,893 | | Equity Attributable to Owners of the Company | 35,454 | 73,258 | [Notes to the Condensed Consolidated Financial Statements](index=19&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) The notes detail the basis of preparation, accounting policies, revenue breakdown by product and region, other income and expense items, changes in associate interests, and specifics on receivables, payables, and ongoing litigations [Basis of Preparation and Accounting Policies](index=19&type=section&id=Basis%20of%20Preparation%20and%20Accounting%20Policies) The condensed consolidated financial statements are prepared in accordance with IAS 34 "Interim Financial Reporting" and applicable Listing Rules, with no significant impact from new IFRS amendments - The condensed consolidated financial statements are prepared in accordance with International Accounting Standard 34 'Interim Financial Reporting' issued by the IASB and the applicable disclosure requirements of the Listing Rules of The Stock Exchange of Hong Kong Limited[55](index=55&type=chunk) - The application of amendments to International Financial Reporting Standards during this interim period had no significant impact on the Group's financial position and performance for the current and prior periods and/or the disclosures contained in these condensed consolidated financial statements[56](index=56&type=chunk) [Revenue and Segment Information](index=19&type=section&id=Revenue%20and%20Segment%20Information) For the six months ended June 30, 2025, online game revenue was **RMB 36,843 thousand** and online advertising service revenue was **RMB 6,393 thousand**, all from China, with no single customer accounting for over **10%** of total revenue Revenue from Contracts with Customers by Major Product or Service Line | Revenue Source | H1 2025 (thousand RMB) | H1 2024 (thousand RMB) | | :--- | :--- | :--- | | Online Game Revenue | 36,843 | 44,302 | | Online Advertising Service Revenue | 6,393 | 5,853 | | **Total Revenue** | **43,236** | **50,155** | - All of the Group's revenue from external customers was derived from mainland China[60](index=60&type=chunk) - For the six months ended June 30, 2025 and 2024, no revenue from any individual game player or customer accounted for **10%** or more of the Group's total revenue[61](index=61&type=chunk) [Details of Other Income and Expenses](index=20&type=section&id=Details%20of%20Other%20Income%20and%20Expenses) Total other income was **RMB 2,111 thousand**, mainly from intellectual sports venue services, with a significant decrease in bank interest income; net other losses were **RMB 132 thousand** due to foreign exchange losses; and total staff costs decreased to **RMB 9,546 thousand** Details of Other Income | Other Income Item | H1 2025 (thousand RMB) | H1 2024 (thousand RMB) | | :--- | :--- | :--- | | Royalty Income | 74 | 127 | | Loan Interest Income | 207 | 165 | | Bank Interest Income | 12 | 318 | | Government Grants | 6 | 6 | | Income from Providing Card and Board Game Venues | 1,789 | 2,212 | | Miscellaneous Income | 23 | 14 | | **Total Other Income** | **2,111** | **2,842** | Details of Other Income and Losses | Other Income and Loss Item | H1 2025 (thousand RMB) | H1 2024 (thousand RMB) | | :--- | :--- | :--- | | Net Foreign Exchange (Loss) / Gain | (132) | 110 | | Impairment Loss on Prepayments | — | (302) | | **Total** | **(132)** | **(192)** | Details of Staff Costs | Staff Cost Item | H1 2025 (thousand RMB) | H1 2024 (thousand RMB) | | :--- | :--- | :--- | | Salaries, Allowances and Other Benefits | 7,096 | 10,363 | | Retirement Benefits | 1,891 | 2,595 | | Severance Payments | 525 | 73 | | Equity-settled, Share-based Payments | 34 | 78 | | **Total Staff Costs** | **9,546** | **13,109** | [Interests in Associates and Receivables/Payables](index=22&type=section&id=Interests%20in%20Associates%20and%20Receivables%2FPayables) Interest in associate AGAE decreased to **RMB 7,035 thousand** due to its losses; total trade and other receivables were **RMB 17,157 thousand** (including **RMB 7,838 thousand** net loans and interest); total trade and other payables were **RMB 17,690 thousand** (including **RMB 4,192 thousand** accrued legal fees); and bank loans increased to **RMB 7,500 thousand** - Interest in associate Allied Gaming & Entertainment Inc. (AGAE) decreased to **RMB 7,035 thousand** (December 31, 2024: RMB 29,723 thousand), primarily due to the share of AGAE's losses accounted for using the equity method[67](index=67&type=chunk) Details of Trade and Other Receivables | Receivable Category | June 30, 2025 (thousand RMB) | December 31, 2024 (thousand RMB) | | :--- | :--- | :--- | | Trade Receivables (net) | 827 | 1,597 | | Prepayments (net) | 1,149 | 6,171 | | Other Receivables and Deposits (net) | 7,343 | 6,542 | | Loans and Interest Receivable (net) | 7,838 | 19,271 | | **Total Trade and Other Receivables** | **17,157** | **33,581** | Details of Trade and Other Payables | Payable Category | June 30, 2025 (thousand RMB) | December 31, 2024 (thousand RMB) | | :--- | :--- | :--- | | Trade Payables | 3,682 | 4,313 | | Other Payables and Accrued Expenses | 5,345 | 5,047 | | Staff Costs and Accrued Benefits | 3,240 | 4,027 | | Accrued R&D Expenses | 410 | 3,256 | | Accrued Legal and Professional Fees | 4,192 | 3,038 | | Accrued Consulting Service Fees | 706 | 738 | | VAT and Other Taxes Payable | 115 | 1,347 | | **Total Trade and Other Payables** | **17,690** | **21,766** | Bank Loans | Bank Loans | June 30, 2025 (thousand RMB) | December 31, 2024 (thousand RMB) | | :--- | :--- | :--- | | Current Portion | 7,500 | 2,600 | [Other Litigation/Arbitration Details](index=25&type=section&id=Other%20Litigation%2FArbitration%20Details) Arbitration by Mr. Wu Guoliang against AGAE for **USD 1 million** is in discovery, with hearings set for November 2025; the second Knighted lawsuit against AGAE for breach of fiduciary duty is paused pending AGAE's AGM results; and AGAE has sued Knighted for violating Section 13(d) of the Securities Exchange Act - Arbitration by Mr. Wu Guoliang against AGAE for **USD 1,000,000** in outstanding debt is in the discovery phase, with hearings scheduled for early November 2025[74](index=74&type=chunk)[75](index=75&type=chunk) - Knighted Pastures, LLC's second lawsuit against AGAE, alleging breach of fiduciary duties by AGAE directors, has been stayed by the court pending the results of AGAE's 2024/2025 joint shareholders' meeting[79](index=79&type=chunk)[80](index=80&type=chunk) - AGAE filed a lawsuit in the U.S. District Court for the Central District of California, alleging that Knighted and its managing partner Roy Choi, among others, acted as an undisclosed 'group' in violation of Section 13(d) of the Securities Exchange Act of 1934[81](index=81&type=chunk) [Other Information](index=28&type=section&id=Other%20Information) The company's shares remain suspended from trading since March 28, 2024, pending fulfillment of resumption guidance, and the Board composition includes executive, non-executive, and independent non-executive directors [Suspension of Trading in Shares](index=28&type=section&id=Suspension%20of%20Trading%20in%20Shares) Trading in the company's shares has been suspended on the Stock Exchange since 9:07 a.m. on March 28, 2024, and will remain suspended until all resumption guidance is met and Listing Rules are fully complied with - At the Company's request, trading in its shares on the Stock Exchange has been suspended since 9:07 a.m. on Thursday, March 28, 2024[83](index=83&type=chunk) - Trading in the shares will remain suspended until the Company fulfills all resumption guidance, rectifies the issues leading to its suspension, and fully complies with the Listing Rules to the satisfaction of the Stock Exchange[83](index=83&type=chunk) [Board Composition](index=28&type=section&id=Board%20Composition) As of the announcement date, the Board includes Executive Directors Mr. Lu Jingsheng and Ms. Xu Jin; Non-executive Directors Ms. Gao Liping and Ms. Yu Bing; and Independent Non-executive Directors Mr. Ma Shaohua, Mr. Zhang Li, and Mr. Dai Bing - As of the date of this announcement, the Board comprises Executive Directors Mr. Lu Jingsheng and Ms. Xu Jin; Non-executive Directors Ms. Gao Liping and Ms. Yu Bing; and Independent Non-executive Directors Mr. Ma Shaohua, Mr. Zhang Li, and Mr. Dai Bing[84](index=84&type=chunk)

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，概不對因本公告全部或任何部份內容而產生或因倚賴該等內容而引致的任何損 失承擔任何責任。 OURGAME INTERNATIONAL HOLDINGS LIMITED 聯 眾 國 際 控 股 有 限 公 司* （ 根據開曼群島法律註冊成立之有限公司） （股份代號：6899） 截至二零二四年十二月三十一日止年度 年度業績公告 | 財務摘要 | | | | | | --- | --- | --- | --- | --- | | | 截至十二月三十一日止年度 | | | | | | 二零二四年 | 二零二三年 | 變動 | | | | 人民幣千元 | 人民幣千元 | | | | | 經審核 | 經審核 | | | | 收入 | 92,188 | 88,996 | 3.6% | | | 本公司權益持有人應佔年內虧損 | (89,191) | (62,765) | 42.1 | % | | 本公司權益持有人應佔年內每股虧損 | | | | | | 以每股人民幣分列示） | | | | | | （ | ...

[Financial Highlights](index=1&type=section&id=Financial%20Highlights) The company released its unaudited interim results for the six months ended June 30, 2024, showing a 5.6% year-on-year increase in revenue and a significant 70.2% reduction in loss attributable to equity holders Financial Highlights for the Six Months Ended June 30 | Indicator | 2024 (RMB thousands) | 2023 (RMB thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 50,155 | 47,515 | 5.6% | | Loss for the period attributable to owners of the company | (19,770) | (66,436) | (70.2%) | | Basic loss per share (continuing and discontinued operations) | (1.84) | (6.20) | (70.3%) | | Basic loss per share (continuing operations) | (1.84) | (1.96) | (6.1%) | [Business Review](index=2&type=section&id=Business%20Review) Despite intense market competition, the company achieved stable business development in the first half by optimizing core card and board game operations, advancing strategic cooperation with China Mobile Migu, expanding event content influence, and actively recovering non-performing assets, laying a foundation for future growth [Core Business Development](index=2&type=section&id=Core%20Business%20Development) The company's core card and board game platform (Lianzhong Lobby) successfully enhanced user activity, stickiness, payment conversion rates, and ARPU through micro-innovations, optimized event planning, and user recall strategies, achieving the goal of 'stable growth with optimized efficiency' - The core card and board game business (Lianzhong Lobby) achieved stable user activity, continuously optimized stickiness, and steadily increased payment conversion rates and ARPU through micro-innovations in gameplay, optimized event planning, user recall, and payment guidance strategies[5](index=5&type=chunk) [Strategic Cooperation and New Market Exploration](index=2&type=section&id=Strategic%20Cooperation%20and%20New%20Market%20Exploration) The company formed a strategic partnership with China Mobile Migu to co-develop the Guandan game, expected to launch in H2 2025, while expanding the influence of professional card and board game PGC content and actively exploring 'Card & Board Game+' new models - A strategic partnership was formed with China Mobile Migu to co-develop the Guandan game, anticipated to launch in **H2 2025** as a new growth engine[6](index=6&type=chunk) - The influence of professional card and board game PGC content on live streaming platforms like Douyin, Kuaishou, and Huya continues to expand, with significant growth in key metrics such as event live broadcast exposure, viewership, and topic popularity[7](index=7&type=chunk) - Actively exploring new domestic and international market opportunities and 'Card & Board Game+' possibilities, including integrating AI technology, metaverse concepts, and promoting local distinctive card and board game culture, while seeking strategic cooperation or investment and M&A opportunities[8](index=8&type=chunk) [Asset Recovery Progress](index=3&type=section&id=Asset%20Recovery%20Progress) The current board and management continue to pursue overdue receivables and non-performing assets left by the former management, having recovered substantial assets and will continue to take legal action to protect company and shareholder interests - The current board and management are actively pursuing overdue receivables and non-performing assets, including historical investments, left by former management (including Mr. Wu Guoliang), having recovered a significant amount of assets[8](index=8&type=chunk) [Management Discussion and Analysis](index=4&type=section&id=Management%20Discussion%20and%20Analysis) This section provides a detailed analysis of the Group's financial performance for the six months ended June 30, 2024, covering revenue, costs, expenses, liquidity, significant investments, and employee policies, explaining the changes in various financial indicators [Financial Review](index=4&type=section&id=Financial%20Review) The Group's loss for the period significantly narrowed, revenue increased, and gross profit margin improved, while other income decreased, reflecting efforts in cost reduction and efficiency improvement - Loss attributable to equity holders of the company was **RMB 19.8 million**, a significant **70.2% reduction** from **RMB 66.4 million** in the prior year period[9](index=9&type=chunk) Key Financial Indicators Changes | Indicator | 2024 (RMB millions) | 2023 (RMB millions) | Change (RMB millions) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Revenue | 50.2 | 47.5 | 2.7 | 5.6% | | Cost of revenue | 23.2 | 23.8 | (0.6) | (2.6%) | | Gross Profit Margin | 53.8% | 50.0% | 3.8% | - | | Other Income | 2.8 | 4.9 | (2.1) | (42.9%) | | Other Gains and Losses | (0.2) | 3.8 | (4.0) | - | | Selling and Marketing Expenses | 6.0 | 7.0 | (1.0) | (14.7%) | | Administrative Expenses | 15.3 | 16.2 | (0.9) | (5.3%) | | Research and Development Expenses | 3.7 | 10.4 | (6.7) | (64.2%) | | Fair Value Change Loss on Financial Assets at FVTPL | 10.2 | 10.8 | (0.6) | (5.6%) | | Income Tax Expense | 0 | 0.2 | (0.2) | (100%) | [Liquidity and Sources of Funds and Borrowings](index=6&type=section&id=Liquidity%20and%20Sources%20of%20Funds%20and%20Borrowings) The Group's total bank balances and cash increased, primarily due to new bank borrowings, maintaining a healthy current ratio, while the gearing ratio rose from zero due to new borrowings - Total bank balances and cash increased by **13.3%** to **RMB 40.2 million**, primarily due to new bank borrowings[20](index=20&type=chunk) Liquidity Ratios | Indicator | June 30, 2024 | December 31, 2023 | | :--- | :--- | :--- | | Current Assets (RMB millions) | 82.7 | 73.4 | | Current Liabilities (RMB millions) | 38.9 | 33.2 | | Current Ratio | 2.13 | 2.21 | | Gearing Ratio | 7.6% | 0% | [Significant Investments and Acquisitions/Disposals](index=6&type=section&id=Significant%20Investments%20and%20Acquisitions%2FDisposals) The Group had no significant acquisitions or disposals during the period, with financial assets at fair value through profit or loss decreasing, primarily invested in startups and private equity funds related to gaming or intellectual sports technology R&D for strategic synergy - There were no significant investments, acquisitions, or disposals during the period[21](index=21&type=chunk)[22](index=22&type=chunk)[27](index=27&type=chunk) - Financial assets at fair value through profit or loss amounted to **RMB 14.2 million** (December 31, 2023: **RMB 26.5 million**), primarily invested in selected startups (gaming or intellectual sports-related technology R&D) and private equity funds[23](index=23&type=chunk)[24](index=24&type=chunk) Changes in Financial Assets at Fair Value Through Profit or Loss | Item | RMB (thousands) | | :--- | :--- | | Balance as at January 1, 2024 | 26,469 | | Disposals | (2,044) | | Fair value changes recognized in profit or loss | (10,210) | | Fair value as at June 30, 2024 | 14,215 | [Pledge of Assets and Contingent Liabilities](index=8&type=section&id=Pledge%20of%20Assets%20and%20Contingent%20Liabilities) As of June 30, 2024, the Group had no pledged assets or significant contingent liabilities - As of June 30, 2024, the Group had no pledged assets[28](index=28&type=chunk) - As of June 30, 2024, the Group had no significant contingent liabilities[29](index=29&type=chunk) [Foreign Exchange Risk](index=8&type=section&id=Foreign%20Exchange%20Risk) The Group primarily operates in China with most transactions settled in RMB, thus incurring no significant foreign exchange risk during the period - The Group primarily operates in China, with most transactions settled in RMB, and thus had no significant foreign exchange risk during the period[30](index=30&type=chunk) [Employee Remuneration and Policies](index=8&type=section&id=Employee%20Remuneration%20and%20Policies) As of June 30, 2024, the Group had 67 employees, with total remuneration expenses increasing by 12.0% year-on-year - The Group had **67 employees**, with total remuneration expenses (including share-based payment expenses) of **RMB 13.1 million**, representing a **12.0% year-on-year increase**[31](index=31&type=chunk) [Post-Reporting Period Events and Future Plans](index=9&type=section&id=Post-Reporting%20Period%20Events%20and%20Future%20Plans) No significant events have occurred since the end of the reporting period, and there are no other future plans regarding major investments and capital assets - No significant events have occurred since the end of the six months ended June 30, 2024[32](index=32&type=chunk) - Except as disclosed, the Group has no other future plans regarding significant investments and capital assets[33](index=33&type=chunk) [Corporate Governance and Other Information](index=10&type=section&id=Corporate%20Governance%20and%20Other%20Information) The company is committed to maintaining strict corporate governance policies, disclosing compliance with the Corporate Governance Code and the Model Code for Securities Transactions by Directors, the audit committee's operations, and updates on several significant litigation matters [Compliance with Corporate Governance Code](index=10&type=section&id=Compliance%20with%20Corporate%20Governance%20Code) The company has complied with the applicable provisions of the Corporate Governance Code, with a previous deviation regarding the separation of Chairman and CEO roles now rectified after Ms. Xu Jin's appointment as CEO - The company has complied with the Corporate Governance Code set out in Appendix C1 to the Listing Rules, except for a previous deviation from Code Provision C.2.1 (the roles of chairman and chief executive should be separate)[35](index=35&type=chunk) - Ms. Xu Jin was appointed as Executive Director and Chief Executive Officer, and Mr. Lu Jingsheng was re-designated as Chief Financial Officer and continues as Chairman, thereby separating the roles of Chairman and Chief Executive Officer[35](index=35&type=chunk) [Compliance with Model Code for Securities Transactions by Directors](index=10&type=section&id=Compliance%20with%20Model%20Code%20for%20Securities%20Transactions%20by%20Directors) All directors confirmed strict compliance with the Model Code for Securities Transactions by Directors, as set out in Appendix C3 to the Listing Rules, during the reporting period - All Directors confirmed strict compliance with the required standards set out in the Model Code during the six months ended June 30, 2024[37](index=37&type=chunk) [Audit Committee](index=11&type=section&id=Audit%20Committee) The Audit Committee, comprising three independent non-executive directors, is responsible for reviewing and overseeing internal controls and financial reporting, and has reviewed the Group's unaudited interim results - The Audit Committee comprises three independent non-executive Directors (Mr. Zhang Li, Mr. Ma Shaohua, and Mr. Dai Bing), with Mr. Zhang Li serving as Chairman[38](index=38&type=chunk) - The Audit Committee has reviewed the Group's unaudited interim results and interim report for the six months ended June 30, 2024[38](index=38&type=chunk) [Dealings in Listed Securities](index=11&type=section&id=Dealings%20in%20Listed%20Securities) Neither the company nor its subsidiaries purchased, sold, or redeemed any of the company's listed securities during the reporting period, and the company held no treasury shares - Neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities[39](index=39&type=chunk) - The company held no treasury shares as of June 30, 2024[40](index=40&type=chunk) [Significant Litigation Matters](index=11&type=section&id=Significant%20Litigation%20Matters) The company is involved in several significant legal proceedings, including arbitration and litigation against Fast Through Trading Co., Ltd. for loans, and arbitration enforcement procedures against Spoville Co., Ltd. for convertible bonds, all of which are ongoing [Fast Through Trading Co., Ltd. Loan and Related Litigation](index=11&type=section&id=Fast%20Through%20Trading%20Co.%2C%20Ltd.%20Loan%20and%20Related%20Litigation) The company initiated arbitration and civil litigation against Merit Horizon and former non-executive director Ms. Fu Qiang regarding the Fast Through Trading Co., Ltd. loan and Merit Horizon Limited's guarantee agreement, claiming no less than HK$97,948,090.47, with arbitration hearings concluded and litigation ongoing - The company initiated arbitration against Merit Horizon before the Hong Kong arbitral tribunal for breach of the Merit Horizon loan agreement, claiming a total of no less than **HK$97,948,090.47** from Merit Horizon[43](index=43&type=chunk) - The arbitration recently concluded significant hearings, but no award has been rendered yet[43](index=43&type=chunk) - The company filed civil lawsuits in the High Court of Hong Kong against Bright Wisdom, Ms. Fu (former director), and Mr. Gao Hong (former director), seeking repayment of loan principal and interest, and claiming damages for breach of fiduciary duties by Ms. Fu and Mr. Gao[44](index=44&type=chunk)[45](index=45&type=chunk) [Arbitration Proceedings Against Spoville Co., Ltd.](index=13&type=section&id=Arbitration%20Proceedings%20Against%20Spoville%20Co.%2C%20Ltd.) The ICC International Court of Arbitration ruled that Spoville and Mr. Seung-Hwan Oh are jointly and severally liable to pay the company KRW 2,184,541,667 for convertible bond principal and interest, plus legal and arbitration fees; a Korean court has approved the recognition and enforcement of the award, with asset tracing underway for compulsory enforcement - The ICC International Court of Arbitration ruled that Spoville and Mr. Seung-Hwan Oh are jointly and severally liable to pay the company a total of **KRW 2,184,541,667** for convertible bond principal and interest, plus legal fees of **RMB 727,468** and arbitration costs of **US$85,000**[46](index=46&type=chunk) - A Korean court has issued a ruling agreeing to the recognition and enforcement of the arbitration award, and asset tracing is underway to apply for compulsory enforcement[47](index=47&type=chunk) [Interim Dividend](index=14&type=section&id=Interim%20Dividend) The Board of Directors does not recommend the declaration of any interim dividend for the six months ended June 30, 2024 - The Board of Directors does not recommend the declaration of any interim dividend for the six months ended June 30, 2024[48](index=48&type=chunk) [Condensed Consolidated Financial Statements](index=15&type=section&id=Condensed%20Consolidated%20Financial%20Statements) This section presents the Group's unaudited condensed consolidated statement of profit or loss and other comprehensive income and condensed consolidated statement of financial position for the six months ended June 30, 2024, showcasing the company's financial performance and period-end financial position [Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=15&type=section&id=Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) The Group's loss for the period from continuing operations was RMB 20,782 thousand, with a total comprehensive loss for the period of RMB 19,687 thousand, significantly narrowed compared to the prior year period Summary of Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income | Indicator | 2024 (RMB thousands) | 2023 (RMB thousands) | | :--- | :--- | :--- | | Loss for the period from continuing operations | (20,782) | (18,668) | | Loss for the period from discontinued operations | — | (43,957) | | Loss for the period | (20,782) | (62,625) | | Total comprehensive loss for the period | (19,687) | (107,900) | | Loss for the period attributable to owners of the company | (19,770) | (66,436) | | Basic loss per share (continuing and discontinued operations) | (1.84) | (6.2) | | Basic loss per share (continuing operations) | (1.84) | (1.96) | [Condensed Consolidated Statement of Financial Position](index=17&type=section&id=Condensed%20Consolidated%20Statement%20of%20Financial%20Position) As of June 30, 2024, the Group's total assets were RMB 176,412 thousand, and net assets were RMB 131,168 thousand, a decrease compared to December 31, 2023 Summary of Condensed Consolidated Statement of Financial Position | Indicator | June 30, 2024 (RMB thousands) | December 31, 2023 (RMB thousands) | | :--- | :--- | :--- | | Non-current assets | 93,761 | 114,047 | | Current assets | 82,651 | 73,408 | | Current liabilities | 38,859 | 33,170 | | Net current assets | 43,792 | 40,238 | | Total assets less current liabilities | 137,553 | 154,285 | | Non-current liabilities | 6,385 | 3,396 | | Net assets | 131,168 | 150,889 | | Total equity | 131,168 | 150,889 | [Notes to the Condensed Consolidated Financial Statements](index=19&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed notes to the condensed consolidated financial statements, explaining the basis of preparation, restatement matters, revenue and segment information, composition of various income and expenses, impact of discontinued operations, earnings per share calculation, interests in associates, receivables and payables, and updates on other litigation and arbitration [Basis of Preparation](index=19&type=section&id=Basis%20of%20Preparation) The condensed consolidated financial statements are prepared in accordance with IAS 34 'Interim Financial Reporting' and applicable disclosure requirements of the HKEX Listing Rules, with no significant impact from IFRS amendments during the period - The condensed consolidated financial statements are prepared in accordance with International Accounting Standard 34 and the applicable disclosure requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited[53](index=53&type=chunk) - The application of amendments to International Financial Reporting Standards during the period had no significant impact on the Group's financial position and performance[54](index=54&type=chunk) [Restatement](index=19&type=section&id=Restatement) The Group lost control over Allied Gaming & Entertainment Inc. (AGAE) on January 1, 2023, and sold a 40% equity interest in Lianzhong Zhihe, thus related businesses are presented as discontinued operations, and prior period financial statements have been restated - The company lost control over Allied Gaming & Entertainment Inc. (AGAE) on **January 1, 2023**, and its e-sports business has been separately presented as a discontinued operation[56](index=56&type=chunk) - The Group sold a **40% equity interest** in its non-wholly owned subsidiary, Beijing Lianzhong Zhihe Technology Co., Ltd., and its casual mobile game business has also been separately presented as a discontinued operation[56](index=56&type=chunk) [Revenue and Segment Information](index=20&type=section&id=Revenue%20and%20Segment%20Information) The Group's revenue from continuing operations primarily derived from online games, with a decrease in online advertising service revenue; all revenue originated from China, and no single customer accounted for over 10% of total revenue Revenue Breakdown from Continuing Operations | Revenue Source | 2024 (RMB thousands) | 2023 (RMB thousands) | | :--- | :--- | :--- | | Online game revenue | 44,302 | 40,002 | | Online advertising service revenue | 5,853 | 7,513 | | **Total revenue** | **50,155** | **47,515** | - All revenue was derived from China[60](index=60&type=chunk) - No revenue from any individual game player or customer accounted for **10% or more** of the Group's revenue[61](index=61&type=chunk) [Other Income](index=21&type=section&id=Other%20Income) The Group's total other income decreased to RMB 2,842 thousand from RMB 4,869 thousand in the prior year period, mainly due to reduced royalty income from discontinued operations and software sales Other Income Breakdown | Item | 2024 (RMB thousands) | 2023 (RMB thousands) | | :--- | :--- | :--- | | Royalty income from discontinued operations | 127 | 1,264 | | Sale of software to discontinued operations | — | 1,981 | | Income from providing card and board game venues | 2,212 | 1,256 | | **Total** | **2,842** | **4,869** | [Other Gains and Losses](index=21&type=section&id=Other%20Gains%20and%20Losses) The Group recorded other losses of RMB 192 thousand, compared to gains of RMB 3,772 thousand in the prior year period, primarily due to the absence of deemed gain on acquisition of interests in an associate this period Other Gains and Losses Breakdown | Item | 2024 (RMB thousands) | 2023 (RMB thousands) | | :--- | :--- | :--- | | Net foreign exchange gains | 110 | 10 | | Impairment loss on prepayments | (302) | — | | Deemed gain on acquisition of interests in an associate | — | 3,762 | | **Total** | **(192)** | **3,772** | [Income Tax Expense](index=22&type=section&id=Income%20Tax%20Expense) The Group incurred no income tax expense for the six months ended June 30, 2024, compared to RMB 163 thousand in the prior year period - The Group incurred no income tax expense for the six months ended June 30, 2024[64](index=64&type=chunk) [Discontinued Operations](index=22&type=section&id=Discontinued%20Operations) This section details the financial impact of discontinued operations, including a loss of RMB 46,895 thousand from the deemed disposal of AGAE Group and a profit of RMB 2,938 thousand from Lianzhong Zhihe's business before its 40% equity sale - The deemed disposal of AGAE Group resulted in a loss of **RMB 46,895 thousand** in the first half of 2023[66](index=66&type=chunk) - Lianzhong Zhihe's business generated a profit of **RMB 2,938 thousand** in the first half of 2023, after which the Group sold a **40% equity interest**[67](index=67&type=chunk) [Loss for the Period](index=24&type=section&id=Loss%20for%20the%20Period) This section lists various expenses deducted from or included in the loss for the period from continuing operations, including lease expenses, depreciation, and employee costs, with employee costs showing an increase Loss for the Period Adjustment Items | Item | 2024 (RMB thousands) | 2023 (RMB thousands) | | :--- | :--- | :--- | | Lease expenses related to short-term leases | 124 | 176 | | Total depreciation | 474 | 2,616 | | Employee costs (including share-based payment expenses) | 13,109 | 11,712 | | Amortization of intangible assets | — | 624 | [Dividends](index=24&type=section&id=Dividends) The Directors do not recommend the payment of an interim dividend for the six months ended June 30, 2024 - The Directors do not recommend the payment of an interim dividend for the six months ended June 30, 2024[69](index=69&type=chunk) [Loss Per Share](index=25&type=section&id=Loss%20Per%20Share) Basic loss per share from continuing operations improved to RMB 1.84 cents from RMB 1.96 cents in the prior year period, with no assumed exercise of share options/warrants for diluted EPS calculation Loss Per Share Calculation Data | Indicator | 2024 (RMB thousands) | 2023 (RMB thousands) | | :--- | :--- | :--- | | Loss used in calculating basic loss per share from continuing operations | (19,770) | (21,010) | | Weighted average number of ordinary shares for basic loss per share (thousands) | 1,072,197 | 1,071,447 | | Basic loss per share (continuing operations) (RMB cents) | (1.84) | (1.96) | | Basic loss per share (continuing and discontinued operations) (RMB cents) | (1.84) | (6.2) | - No exercise of the company's share options/warrants was assumed in calculating diluted earnings/loss per share, as their exercise prices were higher than the average market price of the shares[71](index=71&type=chunk) [Interests in Associates](index=26&type=section&id=Interests%20in%20Associates) The Group's interests in associates primarily refer to its 32.6% ownership interest in AGAE, which decreased due to its share of AGAE's losses, though AGAE's fair value increased - Interests in associates amounted to **RMB 73,006 thousand** (December 31, 2023: **RMB 86,028 thousand**), primarily representing the **32.6% ownership interest** in AGAE[72](index=72&type=chunk) - The decrease in interests in AGAE was due to the share of AGAE's losses accounted for using the equity method[72](index=72&type=chunk) - The fair value of AGAE as of June 30, 2024, was approximately **RMB 110,596 thousand** (December 31, 2023: **RMB 89,827 thousand**)[72](index=72&type=chunk) [Trade and Other Receivables](index=27&type=section&id=Trade%20and%20Other%20Receivables) The Group's total trade and other receivables increased to RMB 41,995 thousand from RMB 37,468 thousand as of December 31, 2023, comprising trade receivables, prepayments, other receivables, and loans and interest receivable, with expected credit loss provisions made Trade and Other Receivables Breakdown | Item | June 30, 2024 (RMB thousands) | December 31, 2023 (RMB thousands) | | :--- | :--- | :--- | | Trade receivables (net) | 1,636 | 763 | | Prepayments (net) | 10,336 | 9,107 | | Other receivables and deposits (net) | 12,170 | 9,745 | | Loans and interest receivable (net) | 17,853 | 17,853 | | **Total** | **41,995** | **37,468** | - The credit period for trade receivables is typically **30 to 90 days**[75](index=75&type=chunk) [Trade and Other Payables](index=28&type=section&id=Trade%20and%20Other%20Payables) The Group's total trade and other payables decreased to RMB 22,431 thousand from RMB 27,502 thousand as of December 31, 2023, primarily including trade payables to third parties, other payables, and accrued expenses Trade and Other Payables Breakdown | Item | June 30, 2024 (RMB thousands) | December 31, 2023 (RMB thousands) | | :--- | :--- | :--- | | Trade payables (due to third parties) | 3,259 | 4,137 | | Other payables and accrued expenses | 10,692 | 7,067 | | Employee costs and accrued benefits | 3,058 | 4,654 | | Amounts due to associates | 2,853 | 4,328 | | Accrued legal and professional fees | 3,390 | 2,064 | | **Total** | **22,431** | **27,502** | [Bank Borrowings](index=29&type=section&id=Bank%20Borrowings) As of June 30, 2024, the Group had new bank borrowings of RMB 10,000 thousand, unsecured, unguaranteed, bearing a fixed annual interest rate of 3.0%, and repayable within one year - New bank borrowings of **RMB 10,000 thousand** were unsecured, unguaranteed, bore a fixed annual interest rate of **3.0%**, and were repayable within one year[76](index=76&type=chunk) [Other Litigation/Arbitration](index=29&type=section&id=Other%20Litigation%2FArbitration) The Group is involved in two major litigation/arbitration cases: Mr. Wu Guoliang's arbitration against AGAE, and two lawsuits by Knighted Pastures, LLC against AGAE and its directors, all ongoing with financial impacts not yet reasonably estimable [Mr. Wu Guoliang's Arbitration Against AGAE](index=29&type=section&id=Mr.%20Wu%20Guoliang's%20Arbitration%20Against%20AGAE) Former executive director Mr. Wu Guoliang filed an arbitration case with the American Arbitration Association against AGAE for a US$1,000,000 debt, alleging a fraudulent settlement agreement; approximately US$645,000 previously collected has been transferred to an escrow account, with arbitration in the discovery phase and a hearing scheduled for early November 2025 - Mr. Wu Guoliang filed an arbitration case with the American Arbitration Association against AGAE for a **US$1,000,000** debt, alleging the settlement agreement was fraudulent[78](index=78&type=chunk) - Approximately **US$645,000** previously collected and recovered by the company has been transferred to an escrow account pending the conclusion of the arbitration[79](index=79&type=chunk) - The arbitration is currently in the discovery phase, with a hearing scheduled for early **November 2025**[78](index=78&type=chunk) [Knighted Pastures, LLC Litigation](index=30&type=section&id=Knighted%20Pastures%2C%20LLC%20Litigation) Knighted Pastures, LLC filed two lawsuits against AGAE and its directors for alleged breach of fiduciary duties; the first was dismissed by the court, but AGAE paid US$3 million in legal fees; the second, concerning a strategic investment with Yellow River Capital, has been stayed by the court, and AGAE also sued Knighted for undisclosed 'group' actions - Knighted Pastures, LLC filed a lawsuit against AGAE directors, alleging breach of fiduciary duties, and the court accepted the motion to dismiss the lawsuit as moot[80](index=80&type=chunk)[81](index=81&type=chunk) - The court accepted Knighted's claim for **US$3 million** in legal fees, which was paid by AGAE on **September 11, 2024**[82](index=82&type=chunk) - Knighted filed a second lawsuit, alleging AGAE directors breached fiduciary duties regarding a strategic investment with the Yellow River Capital group, and the court has stayed proceedings pending the outcome of AGAE's shareholders' meeting[82](index=82&type=chunk)[83](index=83&type=chunk) - AGAE filed a lawsuit in the U.S. District Court for the Central District of California, alleging Knighted and its managing partners acted as an undisclosed 'group' in violation of Section 13(d) of the Securities Exchange Act of 1934[84](index=84&type=chunk) [Other Information](index=32&type=section&id=Other%20Information) This section provides information on the publication of the interim results announcement and reiterates the continued suspension of trading in the company's shares, advising shareholders and potential investors to exercise caution [Publication of Announcement](index=32&type=section&id=Publication%20of%20Announcement) This interim results announcement has been published on the websites of The Stock Exchange of Hong Kong Limited and the company, with the interim report to be published and dispatched to shareholders in due course - This interim results announcement has been published on the website of The Stock Exchange of Hong Kong Limited at www.hkexnews.hk and the company's website at www.lianzhong.com[85](index=85&type=chunk) [Continued Suspension of Trading](index=32&type=section&id=Continued%20Suspension%20of%20Trading) Trading in the company's shares has been suspended on the Stock Exchange since March 28, 2024, and will remain suspended until the company meets all resumption guidance and fully complies with the Listing Rules - Trading in the shares has been suspended on the Stock Exchange since **9:07 a.m. on Thursday, March 28, 2024**[86](index=86&type=chunk) - Trading in the shares will remain suspended until the company meets all resumption guidance, remedies the issues that led to its suspension, and fully complies with the Listing Rules[86](index=86&type=chunk)