云游控股(00484) - 2024 - 年度财报

Financial Performance - Revenue for 2024 was RMB 82,583,000, an increase of 37.4% compared to RMB 60,172,000 in 2023[11] - Gross profit for 2024 decreased to RMB 4,597,000 from RMB 9,041,000 in 2023, representing a decline of 49.1%[11] - The company reported a loss for the year of RMB 59,252,000, worsening from a loss of RMB 17,617,000 in 2023[11] - The company’s EBITDA for the year was RMB (38,382,000), compared to RMB 9,667,000 in 2023, indicating a significant decline[11] - Adjusted EBITDA for the year was RMB (41,928,000), worsening from RMB (3,909,000) in 2023[11] - As of December 31, 2024, the Group achieved operating revenue of approximately RMB82.6 million, representing a 37.2% increase compared to the previous year[17] - The Group recognized a net loss of approximately RMB59.3 million during the year, attributed to increased investment in game research and development and intensified competition in the semiconductor sector[17] Assets and Equity - Non-current assets decreased to RMB 144,381,000 in 2024 from RMB 201,323,000 in 2023, a decline of 28.3%[13] - Current assets also decreased to RMB 384,982,000 in 2024 from RMB 454,442,000 in 2023, a decline of 15.2%[13] - Total assets decreased to RMB 529,363,000 in 2024 from RMB 655,765,000 in 2023, a decline of 19.2%[13] - Total equity decreased to RMB 484,413,000 in 2024 from RMB 590,274,000 in 2023, a decline of 18.0%[13] - The Group's distributable reserves as of December 31, 2024, were approximately RMB483.5 million, down from RMB590.2 million as of December 31, 2023[37] Business Strategy and Challenges - The company faces challenges due to geopolitical conflicts and a complex operating environment impacting growth prospects[15] - The Group plans to stabilize its game business while integrating new technologies such as AI to enhance product quality and technical standards[20] - The Group aims to strengthen internal management, reduce costs, and improve efficiency as part of its business expansion strategy[20] - The global economic recovery remains weak, with challenges such as geopolitical conflicts and high debt pressures impacting market conditions[18] - The Group is focusing on expanding its electronic trade business and preparing for its financial investment business[17] Shareholder Information - Mr. Zhou Xiaoyu held 12.68% of the company's shares, amounting to 18,601,160 shares as of December 31, 2024[72] - BASEWAY CO LTD, wholly owned by Ms. Gu Wei, held 15,528,160 shares, contributing to Mr. Zhou's family interest[72] - Ms. Gu Wei personally held an additional 3,073,000 shares, which are also considered part of Mr. Zhou's interest[72] - Managecorp Limited holds 29,437,335 shares, representing approximately 20.06% of the ordinary shares[76] - Foga Group, a wholly owned subsidiary of Managecorp Limited, owns 21,673,338 shares, accounting for 14.77% of the ordinary shares[76] - LIAO Dong, as the founder of the Hao Dong Trust, has an interest in 7,763,997 shares, which is about 5.29% of the ordinary shares[77] - KongZhong Corporation holds 10,202,168 shares, representing 6.95% of the ordinary shares[79] - Baseway is a beneficial owner of 15,528,160 shares, which constitutes 10.58% of the ordinary shares[80] - China Create Capital Limited owns 9,584,000 shares, accounting for 6.53% of the ordinary shares[79] - Foga Holdings, also under Managecorp Limited, has 7,763,997 shares, representing 5.29% of the ordinary shares[77] - WANG Dongfeng has a total interest in 21,673,338 shares through Foga Group, equating to 14.77% of the ordinary shares[76] - The total number of shares held by significant shareholders indicates a concentrated ownership structure within the company[81] Corporate Governance and Compliance - The company has received written confirmations of independence from all Independent Non-executive Directors[65] - The company has no service contracts with Directors that cannot be terminated within one year without compensation, other than statutory compensation[68] - The company is subject to the retirement and rotation provisions for Directors as per its Articles[63] - The company has complied materially with relevant laws and regulations impacting its business during the year ended December 31, 2024[186] - The Company has complied with the Corporate Governance Code throughout the year ended December 31, 2024, with some deviations noted in the Corporate Governance Report[193] Contractual Arrangements and Risks - The Company has established Feidong Contractual Arrangements to control its PRC operational entities and consolidate their financial results[97] - Foreign investors are restricted from holding more than 50% equity in companies providing value-added telecommunications services in the PRC[93] - The company is compliant with the Foreign Investment Law and related regulations for its operations in the PRC[92] - The revenue of the Feidong PRC Operational Entities amounted to approximately RMB 11.5 million for the year ended 31 December 2024[115] - The total asset value of the Feidong PRC Operational Entities was approximately RMB 191.9 million as at 31 December 2024[115] - The Company is subject to risks if the PRC government finds that the underlying agreements of the Contractual Arrangements do not comply with PRC laws, which could lead to severe penalties[120] - The effectiveness of the Contractual Arrangements in providing operational control may not be as strong as direct ownership, posing additional risks[125] - The Group's reliance on PRC Operational Entities for critical services poses a risk; any breach or termination of service agreements could materially affect the Group's financial condition and operations[137] - The Group's contractual arrangements may not be enforceable under PRC laws, which could impact business operations[137] Employee and Customer Information - As of December 31, 2024, the Group had 46 full-time employees, with remuneration policies based on individual performance and regularly reviewed[165] - The Group's largest customer accounted for approximately 25% of total revenue, while the five largest customers accounted for about 65%[177] - The largest supplier represented approximately 19% of the Group's cost of revenue, and the five largest suppliers accounted for around 49%[177] Share Issuance and Securities - The maximum number of Shares underlying the Restricted Share Unit (RSU) Scheme is capped at 11,290,494 Shares, representing 9% of the issued Shares on the Listing Date[174] - The RSU Scheme was valid until August 31, 2023, and has since expired[176] - The Company entered into a Placing Agreement to issue a maximum of 25,000,000 Placing Shares at a price of HK$0.610 per Share, representing approximately 17.04% of the existing issued share capital[183][184] - The aggregate nominal value of all Placing Shares will be US$2,500[184] - The company has entered into a placement agreement with South China Securities Investment Limited to issue up to 25,000,000 shares at a placement price of HKD 0.610 per share, representing approximately 17.04% of the existing issued share capital as of the announcement date[187] - The total nominal value of the placement shares will amount to USD 2,500[187] Audit and Financial Reporting - The financial statements for the year ended December 31, 2024, have been audited by ZHONGHUI ANDA CPA Limited, who will be proposed for re-appointment at the upcoming Annual General Meeting[197] - The auditors confirmed that the disclosed continuing connected transactions have been approved by the Board and were in accordance with the pricing policies of the Group[157]