星辉互动娱乐股份有限公司独立董事 （二）报告期内，公司认真贯彻执行有关规定，未发生各种违规对外担保情 况，也不存在以前年度累计至 2023 年 6 月 30 日违规对外担保情况；报告期内的 各项担保均已按照《公司章程》及其他相关制度的规定履行了相应法律程序。 （三）公司已建立了完善的对外担保风险控制制度。 （四）报告期内公司担保情况如下： 单位：万元 | | | | | | | | 公司及其子公司对外担保情况（不包括对子公司的担保） | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 担保对 | 担保额 度相关 | | 担保额 | 实际发 | | 实际担 | 担保类 | 担保物 | 反担保 情况（如 | 担保期 | 是否履 | 是否为 关联方 | | 象名称 | 公告披 露日期 | | 度 | 生日期 | | 保金额 | 型 | （如有） | 有） | | 行完毕 | 担保 | | | | | | | | | 公司对子公司的担保情况 | | | | | | | 担保对 | 担 ...

星辉互动娱乐股份有限公司 法定代表人：陈创煌 主管会计工作负责人：孙琦 会计机构负责人：陈丹瑶 | 非经营性资金 | 资金占用方名 | 占用方与上 | 上市公 司核算 | 2023 年期初 | 2023 年 1-6 月 占用累计发生 | 2023 年 1-6 月 | 2023年1-6月偿 | 2023 年上半年 | 占用形 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 占用 | 称 | 市公司的关 | 的会计 | 占用资金余 | 金额（不含利 | 占用资金的利 | 还累计发生金 | 度期末占用资 | 成原因 | 占用性质 | | | | 联关系 | | 额 | | 息（如有） | 额 | 金余额 | | | | | | | 科目 | | 息） | | | | | | | 控股股东、实 际控制人及其 | | | | | | | | | | | | | 无 | 无 | 无 | 无 | 无 | 无 | 无 | 无 | 无 | 无 | | 附属企业 | | | | | | | | | | | | 小计 | 无 | 无 ...

证券代码：300043 证券简称：星辉娱乐 公告编号：2023-051 星辉互动娱乐股份有限公司 第六届监事会第二次会议决议公告 1．审议通过《关于<2023 年半年度报告全文>及其摘要的议案》。 经审核，监事会认为：董事会编制和审核的公司《2023 年半年度报告》及其摘 要的程序符合法律、行政法规和中国证监会的规定，报告内容真实、准确、完整地反 映了公司 2023 年半年度经营的实际情况，不存在任何虚假记载、误导性陈述或者重 大遗漏。 本公司及监事会全体人员保证信息披露的内容真实、准确和完整，没有虚假记 载、误导性陈述或者重大遗漏。 一、监事会会议召开情况 星辉互动娱乐股份有限公司(以下简称"公司")第六届监事会第二次会议于2023 年8月29日上午11:30在公司会议室以现场会议及通讯相结合的方式召开，会议通知已 提前以专人送达、邮件等方式送达全体监事，与会的各位监事已经知悉与所议事项相 关的必要信息。本次监事会会议应出席监事3名，实际出席会议监事3名，会议由监事 会主席彭飞先生主持，会议的召集和召开符合《公司法》和公司章程的有关规定。 二、监事会会议审议情况 会议采用记名投票的方式进行表决，经与会的监事 ...

会计专业人士应当具备丰富的会计专业知识和经验，并至少符合下列条件之一： 星辉互动娱乐股份有限公司 (一)具备注册会计师资格； 董事会审计委员会实施细则 （2023 年 8 月 29 日公司第六届董事会第二次会议审议修订） 第一章 总则 第一条 为加强和完善星辉互动娱乐股份有限公司(以下简称"公司")董事会决策 功能，做到事前审计、专业审计，确保董事会对经理层和公司其他高级管理人员的有效 监督，完善公司法人治理结构，根据《中华人民共和国公司法》、公司章程及其他有关 规定，公司设立董事会审计委员会，并制定本实施细则。 第二条 董事会审计委员会是董事会设立的专门工作机构，主要负责公司内、外部 审计的沟通、监督和核查工作。 第二章 委员会人员组成 第三条 审计委员会成员由三至五名董事组成，应当为不在公司担任高级管理人员 的董事，独立董事应当在委员会成员中占有二分之一以上的比例。委员中至少有一名独 立董事为会计专业人士。 第三章 职责权限 第八条 审计委员会的主要职责包括： (二)具有会计、审计或者财务管理专业的高级职称、副教授或以上职称、博士学位； (一)监督及评估外部审计工作，提议聘请或者更换外部审计机构； (三) ...

Group 1: Game Business Overview - The company has a rich product pipeline, including self-developed games and licensed IP titles, with notable titles like "Battlefield Without Borders" and "Dou Po Cang Qiong" [1][2] - In the first half of the year, the company launched the pixel-style mini-program game "Adventure Returns" and has several mid-tier games released in various regions [2] - The flagship product "Battlefield Without Borders" is set to be exclusively distributed by Tencent in mainland China, with a planned launch in Q3 2023 [3] Group 2: Game Licensing and Development - Multiple games have received approval for distribution, including "Battlefield Without Borders" (approved in July 2022) and "Dou Po Cang Qiong:异火降世" (approved in June 2023) [2][3] - The company is actively applying for game licenses for self-developed titles, ensuring content accumulation during the approval process [2] Group 3: AI Technology Application - The company is implementing AI technology through third-party software, enhancing operational efficiency in game development [2] - AI research is integrated into the management system, emphasizing the importance of new technology learning and application [2] Group 4: Team Structure - The game development team consists of approximately 700 personnel, with nearly 500 in R&D and around 200 in distribution [3] - The R&D team operates under a studio management model, focusing on both flagship and innovative products [3] Group 5: Future Game Development Strategy - The company aims to deepen its focus on niche markets and leverage quality IPs for future game development [4] - Plans include developing five new games in strategy, idle, and RPG genres, capitalizing on the company's strengths [4] Group 6: Financing and Investment - The company plans to raise funds for five projects, including smart technology upgrades and game development [4] - The new game development projects will focus on strategy and idle genres, ensuring feasibility and market alignment [4] Group 7: Toy Business Advantages - The toy product line includes over 400 high-quality products, maintaining high gross margins [4] - The company has established long-term partnerships with toy distributors and online platforms, exporting to over 120 countries [4] Group 8: Future Directions in Toy Business - The company is advancing the integration of AI in toys, developing interactive and multifunctional products [5] - Plans include establishing a smart toy production base targeting the "Z generation" demographic [5] Group 9: Impact of Team's Relegation - The relegation will lead to decreased revenue from broadcasting rights, sponsorships, and merchandise sales, but the club will implement cost control measures [5][6] - The club is exploring player adjustments during transfer periods to manage costs effectively [5] Group 10: Club's Future Operations - The club aims to diversify its content operations, promoting its youth training system globally [6] - The club has opened over ten football academies worldwide, enhancing its brand and talent discovery [6] Group 11: Management Goals - The company will focus on coordinated development across its three main businesses: games, toys, and sports [6] - The strategy includes internationalization, brand development, and digital transformation to enhance competitiveness [6]

1 证券代码：300043 证券简称：星辉娱乐 星辉互动娱乐股份有限公司 2023 年 5 月 5 日投资者关系活动记录表 | --- | --- | --- | |----------------|-----------------------|----------------| | | | 编号：20230505 | | | □特定对象调研 | □分析师会议 | | | □媒体采访 | 业绩说明会 | | 投资者关系 | □新闻发布会 □路演活动 | | | 活动类别 | □现场参观 | | | | □其他 | （ ） | | 参与单位名称及 | 线上投资者 | | 人员姓名 时间 2023 年 5 月 5 日 地点 全景•路演天下平台 董事长：陈雁升 总经理：陈创煌 上市公司接待人 独立董事：姚明安 员姓名 独立董事：刘伟 副总经理兼董事会秘书：潘永祥 财务总监：孙琦 为便于广大投资者更深入全面地了解公司情况，公司于 2023 年 5 月 5 日 15:00-17:00 在全景网举办 2022 年度业绩说 明会，利用网上路演平台与投资者进行了沟通交流，业绩说明 投资者关系活动 会主要内容如下： 主要内容 ...

Financial Performance - The company's revenue for Q1 2023 was ¥321,494,068.02, a decrease of 12.95% compared to ¥369,310,262.88 in the same period last year[4] - The net loss attributable to shareholders was ¥41,423,597.48, representing a significant increase of 334.65% from a loss of ¥9,530,402.63 in the previous year[4] - The net profit for Q1 2023 was a loss of ¥41.56 million, compared to a loss of ¥9.65 million in Q1 2022, representing a significant increase in losses[26] - The company reported a total comprehensive loss of ¥41.14 million in Q1 2023, compared to a loss of ¥32.82 million in Q1 2022[27] - Basic and diluted earnings per share for Q1 2023 were both -¥0.03, compared to -¥0.01 in Q1 2022, indicating worsening financial performance[27] Cash Flow and Liquidity - The net cash flow from operating activities decreased by 15.64% to ¥39,384,950.93 from ¥46,689,049.05 year-on-year[4] - The net increase in cash and cash equivalents decreased by 117.16% to -¥21,003,562.88, compared to an increase of ¥122,416,589.94 in the previous year[12] - Cash and cash equivalents decreased to CNY 106.86 million from CNY 127.86 million, indicating a reduction in liquidity[22] - The ending balance of cash and cash equivalents for Q1 2023 was 99,656,587.75, down from 198,868,246.59 in Q1 2022[31] - The beginning balance of cash and cash equivalents for Q1 2023 was 120,660,150.63, compared to 76,451,656.65 in the previous year[31] Investment and Expenses - Research and development expenses surged by 455.53% to ¥19,534,104.25, up from ¥3,516,292.32 in the previous year, indicating increased investment in innovation[8] - Total operating costs for Q1 2023 were approximately ¥382.64 million, a decrease of 3.3% compared to ¥396.05 million in Q1 2022[26] - Cash flow from investing activities showed a net outflow of ¥78.50 million in Q1 2023, compared to a net outflow of ¥56.19 million in Q1 2022, suggesting increased investment activity[30] - The company reported a decrease in sales expenses from ¥36.53 million in Q1 2022 to ¥25.73 million in Q1 2023, indicating cost-cutting measures[26] Assets and Liabilities - Total assets increased by 2.29% to ¥4,428,837,115.64 compared to ¥4,329,640,155.09 at the end of the previous year[4] - Total liabilities increased to approximately CNY 2.61 billion from CNY 2.47 billion, indicating a rise in financial obligations[23] Business Operations and Strategy - The gaming business is in a transition phase with major products not yet launched, leading to a decline in revenue from existing games[17] - The company has a rich pipeline of game products, some of which have obtained approval for release and are planned for launch in various regions including mainland China, Hong Kong, Macau, Japan, Southeast Asia, and Europe[17] - The company is actively implementing AI technology in game development, enhancing efficiency and reducing production time for art assets and scene content[18] - Several new games are in development, including "Three Kingdoms: Heroes," "Dou Po Cang Qiong," and "Ragnarok," with core content nearing completion[18] - The company plans to release several games that have already obtained licenses, including "Battlefield Unbound" and "Adventure Island: Will of the Alliance"[18] Shareholder Information - The top shareholder, Chen Yansheng, holds 32.77% of the shares, with a total of 407,721,600 shares, of which 305,791,200 are pledged[14] - The company has a total of 46,817 common stock shareholders at the end of the reporting period[14] - The top ten shareholders collectively hold 35.16% of the company's shares, with Chen Yansheng and Chen Dongqing being the actual controllers[14] - The company has no major shareholders involved in margin trading beyond regular securities accounts[15] Sports and Toy Business - The sports business saw a slight increase in broadcasting rights, ticket sales, sponsorship, and merchandise revenue, but overall profit was negative due to operational costs exceeding income[19] - The company is focusing on youth training system development to cultivate talent for long-term growth and stability in sports performance[19] - The toy business remained stable year-on-year, with efforts to expand customer base through major trade shows and e-commerce platforms[20] - The company is leveraging e-commerce platforms to deepen connections with end-users and enhance brand loyalty[20] Miscellaneous - The company's financing activities resulted in a net cash inflow of ¥5,552,871.94, a decrease of 95.78% from ¥131,685,611.38 in the previous year, indicating reduced financing activities[10] - The first quarter report for 2023 was not audited[32]

Financial Performance - The company's operating revenue for 2022 was ¥1,605,936,337.27, representing a 14.15% increase compared to ¥1,406,891,138.77 in 2021[31]. - The net profit attributable to shareholders for 2022 was -¥310,447,459.99, an improvement of 53.15% from -¥662,605,082.00 in 2021[31]. - The cash flow from operating activities for 2022 was ¥200,617,564.46, a significant increase of 100.60% compared to ¥100,008,315.94 in 2021[31]. - The total assets at the end of 2022 were ¥4,329,640,155.09, a decrease of 3.88% from ¥4,504,554,947.25 at the end of 2021[31]. - The basic earnings per share for 2022 was -¥0.25, improving by 52.83% from -¥0.53 in 2021[31]. - The net profit after deducting non-recurring gains and losses for 2022 was -¥317,763,829.58, a 52.60% improvement from -¥670,405,889.78 in 2021[31]. - The company reported a consolidated net profit of -310 million yuan, with the difference of -171 million yuan attributed to goodwill impairment and losses from the investment management segment[78]. - The company reported a net profit margin of -36.87% for the year, indicating a significant loss[121]. Revenue Breakdown - The gaming business generated main operating revenue of 419 million yuan, a decrease of 30.88% year-on-year, accounting for 26.10% of total revenue[62]. - The company's football club business achieved a main operating revenue of 709 million yuan, a 95.10% increase year-on-year, accounting for 44.12% of total revenue[69]. - The toy and derivative products business generated main operating revenue of 376 million yuan, an 8.05% increase year-on-year, representing 23.40% of total revenue[75]. - The revenue from player transfers skyrocketed by 1,150.15% to ¥158,104,824.10, compared to ¥12,646,885.92 in 2021[95]. - The revenue from sponsorship and advertising increased by 51.50% to ¥89,935,278.10, up from ¥59,364,517.59 in the previous year[95]. - The revenue from ticketing and membership services increased by 3.76% to CNY 60,446,291.53, with a remarkable growth of 150.87% year-over-year[105]. Market and Industry Insights - The actual sales revenue of China's game market in 2022 was ¥265.884 billion, showing a slight decline year-on-year[45]. - The global mobile game revenue in 2022 was $78.8 billion, a nearly 9% decline year-on-year, but is expected to rebound in 2023 and exceed $92 billion by 2027[48]. - The AIGC market is projected to reach $110 billion by 2030, driven by the demand for next-generation internet content[48]. - The trend of adult consumers in the toy industry is growing, with sales to individuals aged 18 and above accounting for 14% of the U.S. toy market[54]. - The compound annual growth rate for the trendy toy market in China is expected to reach 26% over the next 3-5 years[54]. - The Chinese toy industry is entering a new phase of high-quality development, focusing on technological innovation and digital transformation[55]. Corporate Governance and Management - The company maintains an independent operational structure, with no interference from the controlling shareholder in decision-making processes[156]. - The board of directors consists of 7 members, including 3 independent directors, complying with legal requirements[153]. - The company has established a performance evaluation and incentive system linking management compensation to business performance[154]. - The company has a dedicated financial department with an independent accounting system and financial management policies[161]. - The company ensures transparent information disclosure, adhering to relevant laws and regulations[154]. - The company has a strong board of independent directors with diverse expertise in finance and management, including Zhao Zhiwen and Liu Wei[170]. Strategic Initiatives and Future Plans - The company plans to focus on internal growth, optimize asset structure, and integrate emerging technologies such as AI and blockchain into its business strategy[134]. - The company aims to enhance user experience and product competitiveness by applying AI technology in game development, including AI drawing and scene modeling[135]. - The company is advancing the integration of AI technology into its toy products, aiming to create interactive and multifunctional toys[135]. - The strategic layout includes product series development, brand building, and international expansion to tap into overseas markets[136]. - The company emphasizes the importance of brand influence for high-quality business development and aims to promote Chinese culture globally through its products[136]. Risks and Challenges - The company faces risks from demand recovery not meeting expectations due to economic pressures, which could impact performance[140]. - The gaming industry is experiencing rapid changes, with increasing competition and regulatory scrutiny affecting product development and market entry[141]. - The football club's performance is subject to various risks, including player injuries and team management, which could affect revenue from broadcasting rights and sponsorships[142]. - The toy business is vulnerable to fluctuations in raw material prices, which could impact supply and overall performance[143]. - The company is exposed to foreign exchange risks due to significant overseas revenue, particularly in USD, which could affect financial results[144]. - New trade barriers are increasing the difficulty of toy exports, necessitating higher technical investments and compliance costs[146]. Employee and Talent Management - The total number of employees at the end of the reporting period is 2,098, with 98 at the parent company and 2,000 at major subsidiaries[186]. - The employee composition includes 684 production personnel, 221 sales personnel, 873 technical personnel, 59 financial personnel, and 261 administrative personnel[186]. - The company emphasizes a strategic-oriented compensation policy, focusing on job value, employee capability, and performance, with a commission-based system for sales personnel[187]. - The company plans to optimize its compensation and bonus schemes to align employee remuneration with company growth[188]. - The company is committed to enhancing talent development through increased training investments and a comprehensive training management system[189].