Financial Performance - Revenue for the fiscal year ending December 31, 2023, reached RMB 3,627 million, a 175% increase compared to the previous year[5] - Adjusted profit for the fiscal year ending December 31, 2023, was RMB 967 million, a 276% increase compared to the previous year[6] - The company's net profit attributable to owners for the year ended December 31, 2023, was approximately RMB 690 million, a decrease of RMB 100 million compared to RMB 790 million in the previous year[16] - The company's revenue for the year ended December 31, 2023, increased significantly to RMB 3,627 million from RMB 1,320 million in the previous year, with the majority coming from film and TV production, online streaming, and online gaming businesses, which contributed RMB 3,596 million[16] - The adjusted net profit for the year ended December 31, 2023, was RMB 967.4 million, a 276% increase from RMB 257.0 million in the previous year[17] - The company's basic and diluted earnings per share for the year ended December 31, 2023, were RMB 0.06550 and RMB 0.05968, respectively, compared to RMB 0.08430 and RMB 0.07629 in the previous year[16] - Total revenue generated by the company in 2023 was approximately RMB 3.596 billion, accounting for 99% of the company's total revenue[74] - Revenue surged to RMB 3,627,247 thousand in 2023, up from RMB 1,319,928 thousand in 2022, indicating a strong performance[159] - Gross profit rose to RMB 1,160,983 thousand in 2023 compared to RMB 261,615 thousand in 2022, showcasing improved profitability[159] - Net profit after tax stood at RMB 682,540 thousand in 2023, slightly down from RMB 787,552 thousand in 2022[159] - Net profit attributable to equity holders of the company decreased to RMB 689,758 thousand in 2023 from RMB 789,525 thousand in 2022, a decline of 12.6%[160] - Total comprehensive income attributable to equity holders of the company was RMB 669,936 thousand in 2023, compared to RMB 627,168 thousand in 2022, an increase of 6.8%[160] - Basic earnings per share decreased to RMB 6.550 in 2023 from RMB 8.430 in 2022, a decline of 22.3%[160] Film and Television Production - Film and television production revenue for the reporting period was RMB 2.219 billion, showing significant growth compared to the previous year[6] - Total box office revenue in China for 2023 reached RMB 54.915 billion, with 1.299 billion moviegoers, setting a new high in the past four years[6] - The company's films achieved a cumulative box office revenue of RMB 7.554 billion during the reporting period[6] - The company participated in four films that ranked in the top four at the 2024 Spring Festival box office[7] - The company plans to continue seeking international collaborations to produce globally influential film and television works[7] - The company has a robust pipeline of upcoming films and TV series, ensuring future revenue growth[7] - The company's film and TV production, online streaming, and online gaming business, operated by Virtual Cinema Entertainment Limited, recorded a net profit of RMB 1,163 million in 2023, a 543% increase from RMB 181 million in 2022[16] - The company plans to collaborate with Wanda Cinema on the 2024 summer animated film "White Snake: Floating Life" and expand IP operations and derivative product development[13] Online Streaming and AI Technology - Pumpkin Movies, the company's online streaming platform, has made significant progress in AI technology, revolutionizing scriptwriting, character creation, scene design, special effects generation, and music composition[8] - The company's content production and online streaming business, including the "Pumpkin Movie" platform, continues to grow rapidly, with increasing registered users and traffic[72] - The company plans to deepen the innovation and application of smart technology to enhance the streaming media industry and provide users with immersive viewing experiences[72] - The company's restricted streaming media and gaming businesses are expected to play a significant role in the company's future performance[72] - The company's operating companies and subsidiaries generated revenue primarily through video content provided to internet users via PC websites, mobile apps, and TV apps[73] Gaming Business - Game business revenue reached RMB 446 million, a 703% increase compared to the previous year[10] - The game industry's revenue exceeded RMB 300 billion in 2023, with a user base reaching 660 million[10] - The company plans to launch multiple new games in 2024, including "World Genesis" and "Ragnarok: Love at First Sight"[11][12] - The company has secured the game adaptation rights for the IP "The First God of Eternity" and is in talks with a global sports brand for game adaptations[12] - The company is collaborating with Tencent and other industry leaders for game distribution and co-development[12] - AI technology will be used to create content for interactive narrative games combining film and gaming, expected to launch in 2024[12] - The company is expanding globally through strategic partnerships, including investments in Wanda Film for overseas game distribution[12] - The company is focusing on developing games in genres such as SLG, MMORPG, and card-based games, with a focus on sports, anime, and historical themes[11] - The company's gaming business, under the "JINGXIU" brand, focuses on game agency, co-operation, and marketing services, aiming to expand game varieties[72] Investments and Strategic Partnerships - The company's investment in Wanda Cinema aims to strengthen strategic cooperation and leverage Wanda's extensive cinema network and audience data for market insights and trend analysis[13] - Wanda Cinema, in which the company invested, operates 905 cinemas with 7,546 screens in China as of December 31, 2023, holding a market share of 16.7%[13] - The company acquired a 49% stake in Beijing Wanda Investment Co., Ltd. for RMB 2,262 million on July 20, 2023[26] - The fair value of the company's investment in Beijing Wanda Investment Co., Ltd. as of December 31, 2023, was RMB 2,753.373 million, representing 16.51% of the company's total assets[27] - The company is expanding globally through strategic partnerships, including investments in Wanda Film for overseas game distribution[12] - The company's collaboration with Tencent Video is expected to generate annual transaction amounts of RMB 41 million, RMB 99.5 million, and RMB 169.5 million for the fiscal years ending December 31, 2021, 2022, and 2023, respectively[96] - Beijing Jingxiu's collaboration with Tencent Computer is projected to have annual transaction amounts of RMB 300 million, RMB 400 million, and RMB 500 million for the fiscal years ending December 31, 2022, 2023, and 2024, respectively[97] - The 2023 game cooperation framework agreement between Shenzhen Jingxiu and Tencent Computer anticipates annual payable amounts of RMB 1 billion for each fiscal year ending December 31, 2023, 2024, and 2025[99] - The 2023 game cooperation framework agreement also expects annual receivable amounts of RMB 1.2 billion, RMB 700 million, and RMB 700 million for the fiscal years ending December 31, 2023, 2024, and 2025, respectively[100] Financial Position and Cash Flow - The company's cash and bank balances as of December 31, 2023, were approximately RMB 569.9 million, a decrease from RMB 1,189.7 million in the previous year, primarily due to operational needs and investment in Wanda Cinema[20] - The company's total borrowing as of December 31, 2023, was RMB 1,755.4 million, with fixed-rate borrowing accounting for 6.2% of the total borrowing[21] - The company's equity net worth as of December 31, 2023, was approximately RMB 11,037.5 million, with total assets of approximately RMB 16,681.2 million[21] - The company's net current assets as of December 31, 2023, were approximately RMB 3,272.9 million, with a current ratio of 2.0 times[21] - The company's capital gearing ratio, calculated as total debt (interest-bearing borrowing plus lease liabilities) divided by shareholders' funds, was 1.5% as of December 31, 2023[21] - Total assets increased to RMB 16,681,158 thousand in 2023 from RMB 13,218,969 thousand in 2022, reflecting significant growth[157] - Cash and cash equivalents decreased to RMB 569,902 thousand in 2023 from RMB 1,189,720 thousand in 2022, indicating reduced liquidity[157] - Total equity grew to RMB 11,035,984 thousand in 2023 from RMB 7,975,431 thousand in 2022, showing strengthened financial position[157] - Total liabilities increased to RMB 5,645,174 thousand in 2023 from RMB 5,243,538 thousand in 2022, reflecting higher obligations[158] - Cash flow from operating activities improved significantly to RMB 543,234 thousand in 2023 from a negative RMB 322,563 thousand in 2022[169] - Cash used in investing activities increased to RMB 3,337,182 thousand in 2023 from RMB 1,351,439 thousand in 2022, primarily due to increased purchases of financial assets at fair value through profit or loss[169] - Cash flow from financing activities was RMB 2,170,887 thousand in 2023, compared to RMB 1,676,190 thousand in 2022, mainly due to proceeds from the issuance of ordinary shares[169] Corporate Governance and Compliance - The company's directors did not have any significant interests in major contracts or transactions during the year[45] - The company has maintained compliance with disclosure requirements under Chapter 14A of the Listing Rules[101] - The company's financial statements for the year were audited by PricewaterhouseCoopers[107] - The company will propose a resolution to reappoint PricewaterhouseCoopers as auditor at the upcoming annual general meeting[107] - The company's articles of association and Bermuda law do not provide for pre-emptive rights for existing shareholders[103] - The company has maintained sufficient public float throughout the year[103] - The company's board of directors consists of 1 female member, and the overall employee gender ratio is 53% female, reflecting a commitment to gender diversity[115] - The board held 8 meetings during the year to discuss and formulate the group's overall strategy and operational and financial performance[116] - The company has implemented anti-corruption and whistleblowing policies, including anti-bribery clauses in contracts with clients and suppliers, and provides regular training on anti-corruption and anti-fraud policies[112] - The board has adopted a diversity policy to enhance board efficiency and corporate governance, considering factors such as gender, age, cultural and educational background, race, professional experience, and skills[114] - The company has established a pipeline for potential board successors through organized recruitment, selection, and training programs to improve gender diversity[115] - The board is responsible for setting strategic business development, reviewing and monitoring the group's business performance, approving major funding and investment proposals, and preparing and approving the group's financial statements[116] - The company has complied with the requirement to appoint at least three independent non-executive directors, with at least one having appropriate professional qualifications or accounting and financial management expertise[114] - The board has delegated the authority and responsibility for overseeing the group's daily business operations to management executives[113] - The company has established internal policies to ensure the Board of Directors can obtain independent opinions and views, and external experts are hired to assist directors in fulfilling their duties[118] - The Audit Committee held two meetings during the year to approve the audited financial statements and review the interim financial statements, recommending the Board to approve them[124] - The Remuneration Committee held one meeting to discuss and review the compensation of all directors and senior management, including the adoption of the 2023 Share Option Scheme[125] - The Nomination Committee is responsible for reviewing the structure, size, and composition of the Board, and making recommendations for the appointment of directors and senior management[125] - The company has a policy for onboarding new Board members, including introductions to the business scope, roles, and responsibilities of directors, and compliance with continuous professional development requirements[122] - All directors have attended training sessions focusing on the roles, functions, and responsibilities of listed company directors to comply with regulatory requirements[122] - The Audit Committee reviewed the risk management and internal control systems, and discussed significant audit matters with external auditors and senior management before recommending the approval of financial statements[124] - The company has arranged appropriate insurance coverage for directors against potential legal actions[123] - The company's risk management system has been continuously improved, with a clear organizational structure and defined responsibilities for risk management at both the board and management levels[130][131] - The company updated its risk assessment standards in 2023, incorporating qualitative and quantitative dimensions, including strategic, financial, operational, compliance, and market-related risks[132] - The company conducted a comprehensive review of its risk management system in 2023, identifying major risks across key business segments and updating risk databases and assessment methods[134] - The company's internal control system is based on the COSO framework, consisting of five interdependent elements: control environment, risk assessment, control activities, information and communication, and monitoring activities[135] - The company's external auditor fees for the annual financial statement audit amounted to approximately RMB 5,500,000[139] - Non-audit services provided by the external auditor, including due diligence, tax advisory, and compliance services, cost approximately RMB 1,499,000[139] - The company conducted a comprehensive review of its risk management and internal control systems, covering the 2023 fiscal year, and deemed the systems effective and adequate[137] - The audit committee reviewed the resources, qualifications, and training of the accounting, internal audit, and financial reporting functions, with satisfactory results[137] - The company established a whistleblowing mailbox and requires business partners to sign an anti-corruption agreement to promote integrity and transparency[138] - The company has implemented a framework for handling and disclosing insider information, ensuring timely and confidential communication to stakeholders[139] - Shareholders holding at least one-tenth of the company's paid-up share capital with voting rights can request a special general meeting, which must be held within two months of the request[140] - Shareholders can nominate non-board members for director elections by submitting a written notice, which must be verified by the company's share registrar[141] - The company emphasizes investor relations through regular communication, press releases, and media interactions to enhance transparency[143] - The independent auditor confirmed that the consolidated financial statements for 2023 were prepared in accordance with Hong Kong Financial Reporting Standards and the Hong Kong Companies Ordinance[144] - The company's auditors maintained independence and adhered to the Code of Ethics for Professional Accountants issued by the Hong Kong Institute of Certified Public Accountants[147] - The auditors focused on the impairment assessment of goodwill and indefinite-lived operating licenses due to the significant judgment and estimates involved[149] - The company's financial statements were audited under the Hong Kong Standards on Auditing, with the auditors obtaining sufficient and appropriate audit evidence to support their opinion[145] Goodwill and Impairment - Goodwill and indefinite-lived operating licenses were assessed for impairment, with carrying amounts of approximately RMB 4,214,619,000 and RMB 674,557,000 as of December 31, 2023, accounting for about 29.3% of the company's total assets[146] - The company acquired Virtual Cinema Entertainment Limited, contributing to the goodwill and indefinite-lived operating licenses[146] - Management conducted impairment tests by comparing carrying amounts with recoverable amounts of cash-generating units, concluding no impairment was necessary as of December 31, 2023[146] - Key assumptions used in impairment testing included revenue growth rate, perpetual growth rate, gross margin, and pre-tax discount rate[150] - The company's internal valuation experts reviewed the models and assumptions used in the impairment assessment, comparing them with historical performance, market data, and industry studies[146] - Goodwill is not amortized but is tested for impairment annually or more frequently if events or changes in circumstances indicate potential impairment[191] - Operating licenses in China for TV dramas, programs, and films are considered to have indefinite useful lives and are not amortized unless their useful lives are determined to be finite[192] Share Options and Equity - The 2013 Share Option Plan was terminated in 2023, with a maximum of 7,359,057,611 shares issuable under the plan, representing 10% of the issued shares as of June 10, 2016[33] - No share options were granted under the 2013 Share Option Plan from January 1, 2024, until its termination[34] - As of December 31, 2023, 181,917,000 share options granted under the 2013 Share Option Plan remained unexercised[34] - The company issued 181,917,000 share options on November 26, 2021, under the 2013 Share Option Plan[34] - The number of share options available for grant under the 2013 Share Option Plan decreased from 553,988,761 at the beginning of the year to zero at the end of 2023 due to the plan's termination[34] - Total stock options granted to directors as of December 31, 2023, amounted to 58,000 thousand shares, with an exercise price of HKD 3.43 per share[35] - Stock options granted to senior management and employees (excluding directors) as of December 31, 2023, totaled 123,917 thousand shares, with an exercise price of HKD 3.43 per share[36] - The 2023 Stock Option Plan was adopted on June 28, 2023, and will expire on June 27, 2033, aiming to reward eligible participants for their contributions to the group[38] - The total number of share options available for issuance under the 2023 Share Option Plan is 1,000,464,754 shares, representing approximately 8.64% of the issued shares as of the report date[41] - The service provider sub-limit for share options under the 2023 Share Option Plan is 500,232,377 shares, unchanged from the adoption date to the end of the year[41] -

Investment Rating - The report maintains a "Buy" rating for the company, indicating a positive outlook for its stock performance [1]. Core Views - The company has shown significant recovery across its business segments, with a notable collaboration with Wanda expected to enhance future performance [1]. - In 2023, the company achieved a revenue of 3.63 billion RMB, representing a year-on-year growth of 175%, and an adjusted profit of 970 million RMB, up 276% [1]. - The gross margin for 2023 was 32%, an increase of 12.2 percentage points compared to the previous year [1]. - The content production segment saw revenues of 2.22 billion RMB, a substantial increase driven by the recovery of the film market [1]. - The online gaming service segment reported revenues of 446 million RMB, reflecting a growth of 703% year-on-year [1]. Summary by Sections Content Production - The film market environment is gradually recovering, with the company focusing on high-quality content. In 2023, the revenue from film and television production reached 2.22 billion RMB, significantly boosted by the release of quality projects [1]. - The total box office in China for 2023 reached 54.915 billion RMB, with audience attendance hitting 1.299 billion, marking a new high in four years [1]. - The company has increased its film production output, with notable box office performances from films like "Hot" and "Exchange Life" [1]. Online Gaming - The online gaming business is expanding rapidly, with a revenue of 446 million RMB in 2023, a 703% increase from 2022 [1]. - The gaming industry as a whole saw its revenue exceed 300 billion RMB in 2023, with a user base reaching 660 million [1]. - The company plans to launch several new games in 2024, which are expected to contribute positively to its revenue [1]. Collaboration with Wanda - The company has invested in Wanda Film, aiming for upstream and downstream business collaboration. This partnership is expected to enhance content production and distribution capabilities [1]. - The collaboration includes plans for co-producing animated films and leveraging Wanda's distribution channels to expand brand influence [1]. AI Integration - The establishment of the Pumpkin Film AI Technology Laboratory aims to innovate in scriptwriting, character design, and other areas, potentially reducing production costs [1]. - The company plans to release interactive narrative games that integrate AI technology, enhancing the synergy between gaming and film [1]. Financial Projections - The company is projected to achieve revenues of 5.27 billion RMB and 7.37 billion RMB in 2024 and 2025, respectively, with year-on-year growth rates of 45.2% and 40.0% [1]. - Net profits are expected to reach 1.606 billion RMB and 2.323 billion RMB for the same years, with corresponding price-to-earnings ratios of 29.6 and 23.2 [1].

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，並明確表示概不就因本公告全部或任何部分內容而產生或因倚賴該等內容而引致之任何損失 承擔任何責任。 China Ruyi Holdings Limited 中 國 儒 意 控 股 有 限 公 司 管理層討論及分析 財務表現摘要 截至二零二三年十二月三十一日止年度，本集團錄得本公司擁有人應佔溢利約人民幣690百 萬元，較截至二零二二年十二月三十一日止年度的本公司擁有人應佔溢利約人民幣790百萬 元下降約人民幣100百萬元。本公司擁有人應佔溢利下降主要由於本集團成功達成認股權證 行權的業績條件及公司股價波動，從而產生的應付或然代價公平值變動。截至二零二三年 十二月三十一日止年度的每股基本及攤薄盈利分別為人民幣0.06550元及人民幣0.05968元， 而截至二零二二年十二月三十一日止年度的每股基本及攤薄盈利分別為人民幣0.08430元及 人民幣0.07629元。 截至二零二三年十二月三十一日止年度，本集團營業額由截至二零二二年十二月三十一日 止年度人民幣1,320百萬元大幅上升至截至二零二三年十二月三十一日 ...

CHINA RUYI HOLDINGS LIMITED （於百慕達註冊成立之有限公司） 中國儒意控股有限公 司 （股份代號 : 136） 中期報告 2023 目 錄 | 公司資料 | 2 | | --- | --- | | 管理層討論及分析 | 3 | | 獨立核數師審閱報告 | 21 | | 中期簡明綜合財務狀況表 | 23 | | 中期簡明綜合全面收入報表 | 25 | | 中期簡明綜合權益變動表 | 27 | | 中期簡明綜合現金流量表 | 29 | | 簡明綜合中期財務資料附註 | 30 | 公司資料 董事 執行董事 柯利明先生 （董事長） 陳曦女士 萬超先生 （於二零二三年六月二十八日辭任） 張強先生 非執行董事 楊明先生（於二零二三年六月二十八日獲委任） 獨立非執行董事 周承炎先生 聶志新先生 陳海權先生 施卓敏教授 審核委員會 周承炎先生 （主席） 聶志新先生 陳海權先生 薪酬委員會 周承炎先生 （主席） 柯利明先生 聶志新先生 提名委員會 柯利明先生 （主席） 聶志新先生 陳海權先生 公司秘書 方家俊先生 註冊辦事處 Clarendon House 2 Church Street Hamilt ...

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，並明確表示概不就因本公告全部或任何部分內容而產生 或因倚賴該等內容而引致之任何損失承擔任何責任。 China Ruyi Holdings Limited 中 國 儒 意 控 股 有 限 公 司 （於百慕達註冊成立之有限公司） （股份代號：136） 截至二零二三年六月三十日止六個月之中期業績 中期業績 中國儒意控股有限公司（「本公司」）董事（「董事」）會（「董事會」）公布本公司及 其附屬公司及其控制的實體（「本集團」）截至二零二三年六月三十日止六個月 （「報告期」）之未經審核中期業績，連同比較數字如下： 財務摘要 截至以下日期止六個月 二零二三年 二零二二年 六月三十日 六月三十日 人民幣千元 人民幣千元 收入 804,056 651,797 淨（虧損）╱利潤 (263,651) 146,567 ...

Film and TV Production - The company's film "獨行月球" achieved a cumulative box office of 3.1 billion RMB in 2022[6] - The company's film "交換人生" and "保你平安" were released in theaters, and the TV series "情滿九道彎" was broadcast on TV and internet platforms[6] - The company's film and TV production business maintains a high production rate and is collaborating with overseas companies[6] - Impairment loss on film and TV program copyrights totaled RMB 295 million, including RMB 230 million for the movie "Exchange Life" and RMB 65 million for the TV program "Love in Jiudaowan"[23] - The company revised down the expected box office or total revenue for "Exchange Life" and "Love in Jiudaowan" by 61% and 44%, respectively, due to COVID-19 measures and macroeconomic uncertainties[23] - In-progress film and TV program copyrights are recorded at cost less accumulated impairment losses and transferred to completed film and TV program copyrights upon completion[191] - Completed film and TV program copyrights are amortized during the period of initial release in cinemas or TV broadcasts if the company plans to consume the future economic benefits through these channels[192] - Licensed film and TV program copyrights are amortized over an estimated useful life of 2 to 3 years using the straight-line method[193] - Film and TV program copyrights are classified as current assets if completion is expected within the company's operating cycle, otherwise as non-current assets[194] - Completed and licensed film and TV program copyrights are tested for impairment when there are indications of impairment, while in-progress copyrights are tested annually regardless of impairment indicators[195] Gaming Business - The company launched its first game, "亂世逐鹿," on May 26, 2022, which ranked first in the free game rankings on the App Store on its release day[8] - The company plans to release a game based on the Japanese anime IP "鋼之煉金術師" in the summer of 2023[8] - The company plans to release a new game, "仙境傳說：愛如初見," based on the popular IP "仙境傳說" by the end of 2023[8] - The company is deepening cooperation with Tencent Group in game agency, co-operation, and marketing services[8] - The company's game "傳奇天下" was launched on July 26, 2022, offering players a more realistic combat experience with its powerful physical rendering system[8] - The company entered the gaming business in 2022 under the "JINGXIU" brand, focusing on game agency publishing, co-operation, and marketing services[68] - Beijing Jingxiu is involved in game product agency publishing, operation, and marketing, which is related to the company's gaming business[69] Financial Performance - Net profit attributable to equity holders decreased to RMB 790 million in 2022, down by RMB 384 million (32.7%) compared to RMB 1,174 million in 2021, primarily due to the impact of the pandemic[11] - Revenue declined to RMB 1,320 million in 2022 from RMB 2,318 million in 2021, with film and TV production, online streaming, and gaming contributing RMB 1,269.2 million, and other segments contributing RMB 50.8 million[11] - Adjusted net profit for 2022 was RMB 257.0 million, a decrease from RMB 469.3 million in 2021, while adjusted EBITDA was RMB 830.4 million with a margin of 62.9%, compared to RMB 944.2 million and 40.7% in 2021[11] - Cash and bank balances increased to RMB 1,189.7 million in 2022 from RMB 1,139.5 million in 2021, primarily driven by operational activities[15] - Total borrowings rose to RMB 1,769.9 million in 2022, with fixed-rate borrowings accounting for 12.7%, and the debt-to-equity ratio stood at 3.3%[16] - Asset impairment losses surged to RMB 398.1 million in 2022, up from RMB 35.6 million in 2021, mainly due to impairments in film and TV program rights[19][20] - Impairment loss on trade receivables amounted to approximately RMB 85.2 million, primarily due to provisions made for expected non-repayment by customers[21] - Impairment loss on other receivables and deposits was RMB 17.1 million, with the total book value increasing by approximately RMB 1.1 billion, mainly due to increased receivables from film and TV program copyright investments[22] - The expected loss rate for other receivables and deposits classified as Stage 1 increased to 1.41% as of December 31, 2022, compared to 0.10% in the previous year[22] - Total employee costs for the year ended December 31, 2022, were approximately RMB 202.2 million, compared to RMB 113.5 million in the previous year[27] - The company employed approximately 374 employees as of December 31, 2022[27] - The company's accumulated losses decreased from RMB 3,586,278 thousand in 2021 to RMB 3,496,542 thousand in 2022[41] - The company's distributable reserves consist of paid-in surplus of RMB 63,481 thousand and accumulated losses of RMB 3,496,542 thousand as of December 31, 2022[41] - Revenue for 2022 was RMB 1,319,928 thousand, a decrease of 43.1% compared to RMB 2,318,132 thousand in 2021[157] - Gross profit for 2022 was RMB 261,615 thousand, a significant drop from RMB 1,032,268 thousand in 2021, representing a 74.7% decline[157] - Operating profit for 2022 was RMB 883,747 thousand, down 8.7% from RMB 967,614 thousand in 2021[157] - Net profit attributable to shareholders for 2022 was RMB 789,525 thousand, a decrease of 32.8% from RMB 1,175,339 thousand in 2021[158] - Basic earnings per share for 2022 were RMB 8.430, down from RMB 12.792 in 2021, a 34.1% decrease[158] - The company's cash and cash equivalents increased slightly to RMB 1,189,720 thousand in 2022 from RMB 1,139,463 thousand in 2021, a 4.4% growth[154] - Total liabilities decreased to RMB 5,243,538 thousand in 2022 from RMB 5,000,476 thousand in 2021, a 4.9% reduction[155] - The company's intangible assets, including film and television program rights, increased to RMB 2,443,848 thousand in 2022 from RMB 1,403,045 thousand in 2021, a 74.2% growth[154] - Total equity increased from RMB 5,619,416 thousand in 2021 to RMB 7,975,431 thousand in 2022, reflecting a growth of 41.9%[160][161] - Annual profit for 2022 was RMB 789,525 thousand, a decrease of 32.8% compared to the RMB 1,175,339 thousand profit in 2021[160][161] - Cash and cash equivalents at the end of 2022 were RMB 1,189,720 thousand, up 4.4% from RMB 1,139,463 thousand at the end of 2021[163] - Net cash used in operating activities decreased significantly from RMB 1,467,455 thousand in 2021 to RMB 322,563 thousand in 2022, a reduction of 78%[163] - Net cash used in investing activities increased from RMB 134,983 thousand in 2021 to RMB 1,351,439 thousand in 2022, primarily due to investments in film and TV program copyrights[163] - The company issued new shares in 2022, raising RMB 1,639,540 thousand, compared to no share issuance in 2021[161][163] - Non-controlling interests decreased from RMB 6,165 thousand in 2021 to RMB 4,192 thousand in 2022, a reduction of 32%[160][161] - The company's accumulated losses decreased from RMB 2,360,349 thousand in 2021 to RMB 1,546,850 thousand in 2022, reflecting improved financial performance[160][161] - Share premium increased by 21% from RMB 7,752,893 thousand in 2021 to RMB 9,379,095 thousand in 2022, mainly due to new share issuance[160][161] - Net cash inflow from financing activities in 2022 was RMB 1,676,190 thousand, slightly lower than the RMB 1,710,036 thousand in 2021[163] Online Streaming and Content Acquisition - The company's streaming platform, Pumpkin Movie, continues to acquire high-quality domestic and imported film and series content to meet the diverse needs of paying members[7] - The company is actively exploring new media copyright operations and distribution business to enhance profitability and risk resistance[7] - The company's content production and online streaming media business continued to grow rapidly in 2022, with the current form being the production of film and television works and the online streaming platform "Pumpkin Movie"[68] - The company plans to continue driving growth in content production and online streaming media, leveraging professional capabilities to produce more popular film and television works and deepen the innovation and application of smart technology[68] - The company's restricted streaming media and gaming businesses are expected to be a significant part of its future overall performance, as they constitute a major portion of its core operations[68] - The company's operating companies and their subsidiaries primarily provide video content to internet users through personal computer websites, mobile applications, or TV applications[69] - Shanghai Ruyi is engaged in the production and operation of radio and television programs and films, which is related to the company's content production business[69] - The company has established exclusive service agreements with various wholly foreign-owned enterprises and subsidiaries, including Beijing Ruyi and Shanghai Ruyi, with agreements dated from August 1, 2021, to December 21, 2020[72] - Management and operation agreements restrict the operational and financial activities of the operating companies, including limitations on amendments to organizational charters, changes in registered capital, and establishment of subsidiaries[73] - The company has entered into call option agreements allowing the transfer of equity stakes in operating companies to wholly foreign-owned enterprises or designated persons upon meeting certain conditions[75] - Equity pledge agreements have been established, where Chinese registered shareholders pledge their equity in operating companies as a guarantee for fulfilling obligations under structural contracts[76] - Shareholder voting rights agreements grant the wholly foreign-owned enterprises and their designated agents the authority to exercise voting rights in the operating companies[77] - Beijing Jingxiu holds licenses and permits for the group's online streaming business, with Beijing Ruyi operating the restricted streaming business through Beijing Jingxiu[80] - Shanghai Ruyi established two wholly-owned subsidiaries, Ruhu Tianyi and Hengyang Ruyi, in November 2022 and January 2023 respectively, both engaged in restricted streaming business[82] - The group has implemented measures to protect against conflicts of interest between the group and the relevant Chinese registered shareholders and beneficial owners of the operating companies[82] - The group has executed non-compete commitment deeds with Ke Liming, Pumpkin Films Limited, and their respective associates to prevent competition with the group's business[82] - The group has entered into exclusive service master agreement accession agreements and management and operation master agreement accession agreements with Ruhu Tianyi and Hengyang Ruyi[82] - The group has entered into equity pledge agreements with Beijing Jingxiu and Beijing Ruyi in February 2023[81] - The group has entered into structural contracts with Beijing Jingxiu, Beijing Ruyi, and Shanghai Ruyi, allowing the group to participate in and operate content production and online streaming business[80] - The group has executed measures to ensure that the relevant Chinese registered shareholders and beneficial owners of the operating companies cannot influence the business operations of the operating companies[82] - The group has entered into equity pledge agreements with Beijing Jingxiu and Beijing Ruyi in February 2023[81] - The group has entered into structural contracts with Beijing Jingxiu, Beijing Ruyi, and Shanghai Ruyi, allowing the group to participate in and operate content production and online streaming business[80] Risk Management and Legal Compliance - The company faces risks related to the validity and enforceability of structured contracts under Chinese laws and regulations, which could significantly impact its business and financial performance[84] - The Ministry of Industry and Information Technology (MIIT) prohibits domestic companies from leasing, transferring, or selling telecom business licenses to foreign investors, which may affect the company's operations[84] - The company cannot guarantee that Chinese authorities will not view structured contracts as a form of foreign investment in telecom services or online gaming operations, potentially leading to penalties such as license revocation or fines[84] - Dispute resolution clauses in structured contracts may not be enforceable under Chinese law, and remedies granted by foreign courts may not be recognized in China[85] - The Foreign Investment Law of China, effective January 1, 2020, currently has no significant impact on the company's structured contracts or operations, but future legal changes could pose risks[86] - If Chinese authorities redefine "foreign investment" and deny the legality of structured contracts, the company may lose control over its operating entities and face adverse financial impacts[86] - Structured contracts may be less effective than direct ownership in providing control and economic benefits over operating entities[86] - The company relies on Chinese registered shareholders and beneficial owners to fulfill contractual obligations, which may not align with the company's best interests[86] - The company will continue to monitor legal developments and consult with legal advisors to address potential impacts on its operations[86] - The company's control over operating companies is based on contractual arrangements under structural contracts, which may be subject to disputes and arbitration under Chinese law, potentially impacting the company's ability to enforce these contracts[87] - The company has implemented measures to mitigate the influence of Chinese registered shareholders and beneficial owners on the operations of the operating companies[88] - Structural contracts may be subject to review by Chinese tax authorities, potentially leading to additional tax liabilities for the foreign-invested enterprise[89] - The company has established internal control measures to protect the assets of operating companies, including restrictions on asset disposal without prior written consent from the foreign-invested enterprise[90] - The company's online streaming media business is subject to regulatory restrictions, requiring specific licenses that are primarily available to state-owned or state-controlled companies[64] - The company has implemented anti-corruption policies, including contract clauses and regular training for all directors and employees[109] - The company has a risk management framework that includes the board as the decision-making layer and business unit leadership groups and management as the execution layer, with clear risk management responsibilities and reporting lines[128] - The company updated its risk assessment standards for 2022, incorporating qualitative and quantitative dimensions across strategic, financial, operational, compliance, and market aspects, while also considering ESG-related risks[130] - The company implemented a continuous risk management cycle, focusing on "risk identification - risk control implementation - inspection tracking - continuous optimization" to improve risk prevention and response capabilities[132] - The company conducted a comprehensive review of its risk management system in 2022, updating risk assessment standards and databases, and identifying major risks across key business segments[133] - The company's internal control system is based on the COSO framework, consisting of five interdependent elements: control environment, risk assessment, control activities, information and communication, and monitoring activities[134] - The company's auditors maintained professional skepticism and used professional judgment during the audit process, focusing on identifying and assessing risks of material misstatement due to fraud or error[152] - The company's auditors evaluated the appropriateness of the accounting policies and the reasonableness of accounting estimates and related disclosures made by the board of directors[152] - The company's auditors assessed the adequacy of disclosures related to the going concern basis of accounting and concluded that there were no material uncertainties regarding the company's ability to continue as a going concern[153] - The company's auditors communicated with the audit committee regarding the planned audit scope, timing, and significant audit findings, including any material weaknesses in internal control identified during the audit[153] Corporate Governance and Shareholder Structure - The company did not hold any significant investments during the year ended December 31, 2022[25] - The company closely monitored exchange rate fluctuations, with no significant fluctuations expected in the near term[24] - Under the 2013 Share Option Scheme, 181,917,000 share options were granted and remained unexercised as of December 31, 2022[26] - The company did not recommend a final dividend for the year ended December 31, 2022 (compared to no dividend for the year ended December 31, 2021)[28] - The company and its subsidiaries did not have any significant acquisitions or disposals during the year ended December 31, 2022[28] - The company's subsidiaries are primarily engaged in content production and online streaming, internet community services, and manufacturing and sales of accessories[29] - The company actively manages environmental and social issues, ensuring compliance with relevant laws and regulations, reducing energy and resource consumption, and promoting green practices[29] - The company has adopted a dividend policy, with any dividend payments subject to the board's discretion based on financial performance, operational needs, and economic conditions[31] - The company's 2013 Share Option Plan allows for the issuance of up to 7,359,057,611 shares, representing 10% of the issued shares as of June 10, 2016[33] - As of December 31, 2022, 181,917,000 share options under the 2013 Share Option Plan remained unexercised, representing approximately 1.82% of the company's issued share capital[34] - During the year, no new share options were granted under the 2013 Share Option Plan, and no options were forfeited or canceled[34] - The total number of unexercised share options granted to directors as of December 31, 2022, was 58,000, with an exercise price of HKD 3.43 per share[35][36] - The company granted a total of 123,917 thousand share options on November 26, 2021, with an exercise price of HKD 3.43 per share[38] - The share options granted on November 26, 2021, are valid from November 26, 2022, to November 25, 2031[37][38] - The company entered into a share subscription agreement with China Handi Group on July 14, 2022, for the issuance of 325,000,

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，並明確表示概不就因本公告全部或任何部分內容而產生或因倚賴該等內容而引致之任何損失 承擔任何責任。 China Ruyi Holdings Limited 中 國 儒 意 控 股 有 限 公 司 （於百慕達註冊成立之有限公司） （股份代號：136） 截至二零二二年十二月三十一日止年之 年度業績公告 財務摘要 二零二二年 二零二一年 人民幣千元 人民幣千元 收入 1,319,928 2,318,132 毛利 261,615 1,032,268 毛利率 19.8% 44.5% 淨利潤 787,552 1,173,652 淨利率 59.7% 50.6% 經調整淨利潤（附註） 256,974 470,110 經調整EBITDA 830,391 944,971 經調整EBITDA利潤率 62.9% 40.8% 每股基本盈利 人民幣0.08430元 人民幣0.12792元 ...