37 Interactive Entertainment Network
Technology Group Co., Ltd.
2024 Annual Report (Summary)
April 2025
Part I Important Notes, Table of Contents and DefinitionsThe Board of Directors (or the “Board”), the Supervisory Committee as well as the directors,supervisors and senior management of 37 Interactive Entertainment Network Technology GroupCo., Ltd. (hereinafter referred to as the “Company”) hereby guarantee the truthfulness, accuracyand completeness of the contents of this Report, and shall be jointly and severally liable for anymisrepresentations, misleading statements or material omissions therein.
Xu Zhigao, the Company’s legal representative, and Ye Wei, the Company’s Chief FinancialOfficer & Board Secretary, hereby guarantee that the financial statements carried in this Reportare truthful, accurate and complete.
All the Company’s directors have attended the Board meeting for the review of this Report.
Huaxing Certified Public Accountants LLP has issued an unqualified audit report with anemphasis of matter paragraph for the Company, for which the Company's Board of Directors andSupervisory Committee have provided detailed statements. And investors are advised to payattention to the said contents.
Any plans and other forward-looking statements in this Report shall not be deemed aspromises to investors. Investors and other stakeholders shall be fully aware of the risk andunderstand the difference between plans, forecasts and promises. Most of these forward-looking contents can be found in “XI Prospects” of “Part III Management Discussion and Analysis”herein.
The Company is subject to the disclosure requirements for listed companies engaged insoftware and IT services.
The Board has approved a final dividend plan as follows: based on the total issued sharecapital (exclusive of shares in the Company’s account for repurchased shares) on the date ofrecord, a cash dividend of RMB 3.70 (tax inclusive) per 10 shares is planned to be distributed toall the shareholders of the Company, with no bonus issue from either profit or capital reserves.
Table of Contents
Part I Important Notes, Table of Contents and Definitions ...... 2
Part II Corporate Information and Key Financial Information ...... 4
Part III Management Discussion and Analysis ...... 8
Part IV Corporate Governance ...... 36
Part V Environmental and Social Responsibility ...... 55
Part VI Share Changes and Shareholder Information ...... 58
Part VII Financial Statements ...... 65
Part II Corporate Information and Key Financial InformationI Corporate Information
| Stock name | 37 Interactive Entertainment | Stock code | 002555 |
| Place of listing | Shenzhen Stock Exchange | ||
| Company name in Chinese | 三七互娱网络科技集团股份有限公司 | ||
| Abbr. | 三七互娱 | ||
| Company name in English (if any) | 37 INTERACTIVE ENTERTAINMENT NETWORK TECHNOLOGY GROUP CO.,LTD. | ||
| Legal representative | Xu Zhigao | ||
| Registered address | Room 7001, 7/F, Tower B1, Wanjiang Fortune Plaza, 88 Ruixiang Road, Wuhu City, Anhui Province | ||
| Zip code | 241000 | ||
| Change of registered address | For business development purposes, the registered address of the Company has changed from “11/F, Creative Advertising Complex, Wuhu Advertising Industrial Park, Middle Beijing Road, Jiujiang District, Wuhu City, Anhui Province” to “Room 7001, 7/F, Tower B1, Wanjiang Fortune Plaza, 88 Ruixiang Road, Wuhu City, Anhui Province” on 31 March 2022. | ||
| Office address | Room 7001, 7/F, Tower B1, Wanjiang Fortune Plaza, 88 Ruixiang Road, Wuhu City, Anhui Province | ||
| Zip code | 241000 | ||
| Company website | https://www.37wan.net/ | ||
| Email address | ir@37.com | ||
II Contact Information
| Board Secretary | Securities Affairs Representative | |
| Name | Ye Wei | Wang Sijie |
| Office address | Room 7001, 7/F, Tower B1, Wanjiang Fortune Plaza, 88 Ruixiang Road, Wuhu City, Anhui Province | Room 7001, 7/F, Tower B1, Wanjiang Fortune Plaza, 88 Ruixiang Road, Wuhu City, Anhui Province |
| Tel. | 0553-7653737 | 0553-7653737 |
| Fax | 0553-7653737 | 0553-7653737 |
| Email address | ir@37.com | ir@37.com |
III Media for Information Disclosure and Place where this Report Is Lodged
| Stock exchange website where this Report is disclosed | China Securities Journal, Shanghai Securities News, Securities Times, and Securities Daily |
| Media and website where this Report is disclosed | http://www.cninfo.com.cn |
| Place where this Report is lodged | Room 7001, 7/F, Tower B1, Wanjiang Fortune Plaza, 88 Ruixiang Road, Wuhu City, Anhui Province |
IV Change to Company Registered Information
| Unified social credit code | 91340200713927789U |
| Changes to the principal activities of the Company since going public (if any) | No changes in the Reporting Period |
| Every change of controlling shareholder since incorporation (if any) | No changes in the Reporting Period |
V Other Information
The independent auditor hired by the Company:
| Name | Huaxing Certified Public Accountants LLP |
| Office address | 7-9/F, Tower B, Zhongshan Building, 152 Hudong Road, Gulou District, Fuzhou City, Fujian Province |
| Accountants writing signatures | Zhang Fengbo and Gao Yunjun |
The independent sponsor hired by the Company to exercise constant supervision over the Company in the Reporting Period:
? Applicable □ Not applicable
| Name | Office address | Representative | Period of supervision |
| Orient Securities Company Limited | 24/F, 318 South Zhongshan Road, Huangpu District, Shanghai | Wang Bin and Wang Dehui | From 10 March 2021 until the proceeds of the private placement are used up |
The financial advisor hired by the Company to exercise constant supervision over the Company in the Reporting Period:
□ Applicable ? Not applicable
VI Key Financial InformationIndicate by tick mark whether there is any retrospectively restated datum in the table below.
□ Yes ? No
| 2024 | 2023 | 2024-over-2023 change (%) | 2022 | |
| Operating revenue (RMB) | 17,440,957,495.58 | 16,546,871,737.85 | 5.40% | 16,406,034,152.65 |
| Net profit attributable to the Listed Company’s shareholders (RMB) | 2,673,021,327.30 | 2,658,570,193.44 | 0.54% | 2,954,377,452.38 |
| Net profit attributable to the Listed Company’s shareholders after deducting non-recurring profits and losses (RMB) | 2,591,270,839.95 | 2,497,299,725.79 | 3.76% | 2,883,122,221.75 |
| Net cash flows from operating activities (RMB) | 2,997,982,682.73 | 3,147,037,336.46 | -4.74% | 3,557,168,897.26 |
| Basic earnings per share (RMB/share) | 1.21 | 1.20 | 0.83% | 1.34 |
| Diluted earnings per share (RMB/share) | 1.21 | 1.20 | 0.83% | 1.34 |
| Weighted average return on equity (%) | 20.58% | 20.83% | -0.25% | 25.41% |
| 31 December 2024 | 31 December 2023 | Change of 31 December 2024 over 31 December 2023 (%) | 31 December 2022 | |
| Total assets (RMB) | 19,582,691,938.40 | 19,134,551,079.36 | 2.34% | 17,095,183,320.91 |
| Equity attributable to the Listed Company’s shareholders (RMB) | 12,920,729,844.38 | 12,706,945,475.87 | 1.68% | 12,184,007,604.82 |
Indicate by tick mark whether the lower of the net profit attributable to the Listed Company’s shareholders before and afterdeducting non-recurring profits and losses was negative for the last three accounting years, and the latest independent auditor’sreport indicated that there was uncertainty about the Company’s ability to continue as a going concern.
□ Yes ? No
Indicate by tick mark whether the lower of the net profit attributable to the Listed Company’s shareholders before and afterdeducting non-recurring profits and losses was negative.
□ Yes ? No
VII Key Financial Information by Quarter
Unit: RMB
| Q1 | Q2 | Q3 | Q4 | |
| Operating revenue | 4,750,141,063.60 | 4,481,828,025.84 | 4,107,396,586.92 | 4,101,591,819.22 |
| Net profit attributable to the Listed Company’s shareholders | 616,151,756.28 | 648,481,822.67 | 632,833,102.61 | 775,554,645.74 |
| Net profit attributable to the Listed Company’s shareholders after deducting non-recurring profits and losses | 615,975,014.06 | 658,657,652.80 | 602,298,270.38 | 714,339,902.71 |
| Net cash flows from operating activities | 1,170,121,295.13 | 959,062,219.86 | 137,734,103.07 | 731,065,064.67 |
Indicate by tick mark whether any of the quarterly financial data in the table above or their summations differs materially fromwhat have been disclosed in the Company’s quarterly or interim reports.
□ Yes ? No
VIII Non-recurring Profits and Losses
? Applicable □ Not applicable
Unit: RMB
| Items | 2024 | 2023 | 2022 | Note |
| Gain or loss on disposal of non-current assets (inclusive of impairment allowance write-offs) | 1,370,429.32 | 2,836,160.40 | 2,302,146.59 | |
| Government grants recognized in profit or loss (exclusive of those that are closely related to the Company's normal business operations and given in accordance with defined criteria and in compliance with government policies, and have a continuing impact on the Company's profit or loss) | 73,289,931.28 | 59,144,627.86 | 44,774,565.68 | Mainly due to government grants other than the rebates of value-added tax |
| Gain or loss on fair-value changes in financial assets and liabilities held by a non-financial enterprise, as well as on disposal of financial assets and liabilities (exclusive of the effective portion of hedges that is related to the Company's normal business operations) | 8,600,080.44 | 113,869,356.66 | 40,786,428.45 | |
| Reversed portions of impairment allowances for receivables which are tested individually for impairment | 1,626,737.10 | 4,029,906.92 | ||
| Non-operating income and expenses other than the above | -2,212,101.11 | 7,082,898.99 | -7,376,565.55 | |
| Less: Income tax effects | 9,148,746.86 | 25,007,516.39 | 16,473,069.34 | |
| Non-controlling interests effects (net of tax) | -8,224,157.18 | -3,344,940.13 | -3,211,817.88 | |
| Total | 81,750,487.35 | 161,270,467.65 | 71,255,230.63 | -- |
Part III Management Discussion and AnalysisI Industry Overview for the Reporting PeriodThe Company is subject to the disclosure requirements for listed companies engaged in software and IT services as stated inGuideline No. 3 of the Shenzhen Stock Exchange for Self-regulation of Listed Companies—Industry-specific Information Disclosure.
1. Steady growth in domestic and overseas markets; high-quality development of the gaming industry
According to the 2024 China’s Game Industry Report released by the Game Publishing Committee of China Audio-video andDigital Publishing Association (CADPA), in 2024, the actual sales revenue of the domestic gaming market reached RMB325,783million, representing a year-over-year (YoY) increase of 7.53% and setting a new record. The number of game users totaled 674million, a YoY increase of 0.94%, also reaching a historical high.
In 2024, the mini-game segment continued its explosive growth, with several outstanding products emerging. These gamesexpanded into previously untapped user demographics within existing application scenarios. Their accessible entry points moreprecisely and effectively attracted target players, while fragmented gameplay and lightweight user experiences introduced morecasual gaming modes. These features met users’ demand for light, fragmented entertainment and brought new growth potentialto the gaming industry. In 2024, revenue from domestic applet games amounted to RMB39,836 million, a YoY growth of 99.18%,indicating that the sector remains in a rapid growth phase.
In 2024, Chinese gaming companies proactively coped with a growth slowdown and increasingly fierce competition in theglobal gaming market. Revenue of self-developed Chinese games in overseas markets reached USD18,557 million, a YoY increaseof 13.39%, surpassing RMB100 billion for the fifth consecutive year and setting another record high. The United States, Japan,and South Korea remained the primary overseas markets for Chinese mobile games, accounting for 31.06%, 17.32%, and 8.89%of total revenue, respectively. Among the top 100 self-developed mobile games in terms of overseas revenue, strategy gamesaccounted for 41.38%, shooting games for 10.40%, and role-playing games for 10.37%. These three categories have remainedthe top three for five consecutive years.
2. Policy-guided healthy development driven by both culture and technology
In 2024, policies continued to guide the gaming industry towards boutiqueization and high-quality, healthy development. InJuly 2024, the Third Plenary Session of the Twentieth Central Committee of the Communist Party of China approved the Decisionof the Central Committee of the Communist Party of China on Further Deepening Reforms in a Comprehensive Way andPromoting Chinese-Style Modernization, which put forward further requirements for improving the systems and mechanisms forpromoting high-quality economic development and deepening the reform of the cultural system.
In August 2024, the State Council issued the Guideline on Boosting High-quality Development of Service Consumption(hereinafter referred to as the “Guideline”). The Guideline outlined several key tasks aimed at boosting the vitality of life-enhancingconsumption, including cultural and entertainment consumption. Furthermore, the Guideline calls for more efforts to “improve thequality of online literature, online performances, online games, radio and television programs, and online audiovisual services” and“encourage the development of new business formats such as immersive experiences, script-based entertainment, digital art, andonline performance live-streaming”. These initiatives are expected to further boost high-quality development in the industry.
In March 2025, the General Office of the CPC Central Committee and the General Office of the State Council issued the SpecialAction Plan for Boosting Consumption, proposing to “strengthen consumption brand leadership. Focus on commerce, logistics,culture and tourism, and other service sectors, and formulate targeted policies to enhance service quality. Develop more Chineseservice brands. Integrate outstanding traditional Chinese culture into product design, support the development of originalintellectual property (IP) brands, promote consumption of animation, games, e-sports and their derivative products, and expand
domestic and international markets for fashionable domestic brands”.On one hand, Chinese game developers are committed to creating high-quality games, exploring innovative integrations ofculture and gaming, and promoting the inheritance and development of outstanding traditional Chinese culture. On the other hand,emerging technologies represented by artificial intelligence have brought new opportunities to China’s gaming industry.
In response to national policies, the Company has earnestly implemented management requirements. It delved into theessence of traditional culture in game R&D and operational strategies. And it has actively sought to integrate cultural significanceinto player experiences and apply innovative technologies to achieve mutual empowerment of cultural and industrial value.
For example, the Company incorporated Cantonese culture, Anhui-style culture, the ancient Maritime Silk Road, and Pekingopera facial makeup into its globally published game Trading Legend (叫我大掌柜), helping overseas players gain a deeperunderstanding of Chinese culture. Furthermore, it actively explored the "Games+" integrated development model of "technology +cultural tourism" to facilitate the promotion of cultural tourism in cities such as Guangzhou, Huangshan, and Wuhu. During theReporting Period, the Company’s game Xun Dao Da Qian (寻道大千) incorporated the spectacular scenery of Huangshan into in-game scenes. By combining online and offline experiences, the game allowed players to feel the rich historical context ofHuangshan and promoted diverse expressions of culture through gaming.
The Company also launched innovative cultural tourism campaigns such as the “CongMei City Tour Program—Wuhu” and the“Wuhu Intelligent Manufacturing Industrial Tour” to facilitate the digital communication and inheritance of traditional culture andcultural-tourism consumption in the new era. Additionally, under the guidance of the Guangzhou Municipal CyberspaceAdministration, 37 Interactive Entertainment hosted the “Intangible Heritage Guangzhou Red” online promotional campaign, whichshowcased the charm of intangible cultural heritage through innovative formats. These included a digital culture experienceexhibition, AI co-creation experiences, and in-game collaborations with Shi Guang Za Huo Dian (时光杂货店), connecting traditionand modernity, integrating intangible heritage into daily life, and expanding its cultural influence.
As AI technology continues to mature, the development of games in sync with AI has become increasingly prominent.Technological innovation in AI is increasingly seen as a key factor in the global competitiveness of products. The Company adheresto technology-driven innovation, and explores the potential for deep integration of AI and other emerging technologies with the
Company's business. Also, it improves work efficiency and promotes organic innovation capabilities. During the Reporting Period,the Company played a significant role in drafting the association standard—Compliance Guidelines for Data Application ofGenerative Artificial Intelligence. This standard offers companies a valuable reference for their compliant application of generativeAI, helping to enhance their data security capabilities.In terms of protection for minors, apart from implementing the real-name authentication system and anti-addictionrequirements required by competent authorities, the Company has strengthened protection for minors by consistently improvingand upgrading its protection system for minors. We have always advanced various tasks in a proactive and positive manner toensure minors are well-protected in cyberspace. The Company has rolled out an upgraded version of the "real-name registrationand anti-addiction system for minors" for our proprietary platforms. Additionally, we have optimized the logo and wording of the"age-appropriate prompt". Meanwhile, the Company has refined and upgraded our "Parent Monitoring Platform", optimized ourcustomer service procedures, and aided guardians in queries and verification, all aimed at creating a clean and healthy cyberspacefor minors.The Company has remained focused on its core business and deepened its "integration of R&D and operation" strategy. Wehave continued to enhance our capability of producing quality games, solidify our core competitive edge in overseas expansion,and explore possibilities of integrating technology into our business by leveraging resources both within and outside the technologydomain. With steady strides, we have advanced high-quality and sustainable business development, dedicated to offering thepublic a wealth of premium cultural content.
II Principal Operations of the Company in the Reporting PeriodThe Company specializes in the development and publishing of games for global players, with the excellent game developmentbrand “Three Seven Games”, as well as professional game publishing brands “37Mobile”, “37GAMES” and “37Online”. TheCompany precisely grasped the industry development trends, made continuous improvements in operation, and remained a topperformer in the industry, while adhering to the "boutiqueization, diversification and globalization" strategy. For the ReportingPeriod, the Company recorded operating revenue of RMB17,441 million, a YoY increase of 5.40%, and a net profit attributable to itsshareholders of RMB2,673 million, a YoY increase of 0.54%.
(I) Overview of the principal operations of the Company in the Reporting Period
1. Continuously enhancing the long-term operation of diverse products
In response to industry trends, the Company has consistently adhered to the "diversification" strategy, understanding thedemands of diverse user bases and continuously expanding its user base. By tapping into new markets and nurturing new growth
| Three Seven Games (game development) | 37Mobile (publishing of mobile games) | 37GAMES (overseas publishing) | 37Online (publishing of mobile & browser games) |
37 Interactive Entertainment
drivers, we have continuously pushed back the boundaries of our game genres. In addition to delving into the existing fourprimary genres: Massive multiplayer online role playing games (MMORPGs), strategy games, gacha games, and businesssimulation games, we have developed games where RPG, casual, and puzzle elements are incorporated. These diverse andlightweight games have diversified player experiences. During the Reporting Period, the Company’s globally published mobilegames achieved peak monthly gross billing of over RMB2.3 billion.During the Reporting Period, the Company released the anniversary version of its Chinese-style fun cultivation game XunDao Da Qian (寻道大千). Combining teamwork-based social interaction with strategy gameplay, this version featured deepenedcontent and increased engagement, enhancing user stickiness. This version also saw an in-depth collaboration between the gameXun Dao Da Qian (寻道大千) and other popular IPs, such as the novels Soul Land and A Record of a Mortal’s Journey toImmortality, the animated movie Ne Zha, and Boonie Bears. The differentiated content and customized integration have offeredplayers immersive experiences and new unique gameplay. As a result, the game achieved long-term operation through brandempowerment and social interaction, established a diversified and sustainable user operation system, and helped the Companygarner leading experience in the mini-game domain.
In August 2024, the modern-themed simulation mobile game Shi Guang Za Huo Dian (时光杂货店) was published by theCompany as the agent. Fully recreating the 1990s, the game offers players a chance to relive childhood memories. To ensurebetter immersive experiences for players, the Company forged collaborations between the game and popular film and TVproductions. This has further enhanced the Company’s edge in publishing and operating business simulation games.During the Reporting Report, the Company celebrated the third anniversary of its self-developed card mobile game The SoulLand: Hun Shi Dui Jue (斗罗大陆：魂师对决). To mark that special occasion, the Company introduced new soul masters andgameplay revolving around the “Tang San’s Journey to Becoming a God” storyline in the original work. This update evoked asense of nostalgia among users for the IP, increasing the number of the game’s daily active users and prolonging the product lifecycle.Regarding the mobile game Fan Ren Xiu Xian Zhuan: Ren Jie Pian (凡人修仙传：人界篇), the Company launched itsanniversary version in mid-2024, which featured new content of the Immortality Chapter and was published using a trafficmanagement-centric approach. This has not only helped the Company expand its active user base but has also allowed it tocontinuously improve the game’s ecosystem and enrich players’ experiences. The game has thus become a flagship product in theCompany’s cultivation-themed massively multiplayer online role-playing game (MMORPG) lineup.
Trading Legend (叫我大掌柜), a Chinese-style simulation mobile game of the Company, has successfully converted newplayers through an engaging and nostalgic marketing approach and intellectual property (IP) collaborations. By creating a long-term ecosystem with a focus on user interactions, this game has consistently sparked a boom. On the game’s third anniversary, a“palace version” featuring ancient palace elements was released. In this version, players role-play as minor palace characters andclimb the ranks. This version has helped the Company expand its user base and prolong the game’s life cycle, furtherdemonstrating the Company’s capability of long-term operation. During the Reporting Period, the Company also deeplyintegrated Anhui-style intangible cultural heritage into the gameplay and promotion of Trading Legend (叫我大掌柜), creating
another exemplary case of mutual empowerment between games and traditional culture.We adopted an innovative marketing approach combined with top-tier celebrity endorsements for Ba Ye (霸业), one of ourself-developed strategy mobile games on the theme of the Three Kingdoms. With a constant stream of creative materials, thisgame saw a growing player base, helping the Company stabilize the structure of its strategy game portfolio.Ling Hun Xu Zhang (灵魂序章), the self-developed game based on the Soul Land IP, reinterpreted the classic fun of the SoulLand IP through lightweight gameplay, continuously offering new game content for IP fans and establishing a benchmark forlightweight gaming under the “integration of R&D and operation” strategy.Regarding the 3D realistic ant-themed strategy mobile game, Underground Kingdom (小小蚁国), the Company hascontinuously optimized its mechanics to help players gather resources more efficiently and make the overall gaming experiencemore seamless. This optimization has reduced the daily quest burden on players, improved long-term player retention, andensured steady operations.The Company consistently adheres to long-term operation, providing players with meticulous and comprehensive long-termservices. It deeply integrates the highlights of its intellectual property (IP) to continuously innovate in terms of reflow methodsand activities, consistently prolonging the product life cycle and igniting product vitality. This demonstrates the Company’s strongcapabilities of long-term game operation.
2. Continuously exploring global market opportunities, and promoting the mutual empowerment between games and cultureDuring the Reporting Period, the Company achieved overseas operating revenue of RMB5,722 million. The Company,drawing upon its years of experience in overseas expansion, has continuously explored its overseas markets in line with the"tailored games" strategy. It continued to seek growth opportunities in the overseas market, achieved regional breakthroughs,and continued to refine its long-term operation strategy. We have consolidated our strengths in sectors such as MMORPGs,strategy games, gacha games, and business simulation games, and opened up opportunities in the casual game market, therebyboosting the steady growth of our overseas business.Puzzles & Survival, a phenomenal product launched overseas by the Company, integrates “Match-3 gameplay + SLG”,demonstrating strong competitiveness and wide user appeal across multiple international markets. It performed especially wellin key regions including Hong Kong, Macao and Taiwan of China, Europe and North America, Japan, South Korea, and Vietnam. Itranked among the top 8 outbound mobile games by revenue on the Sensor Tower 2024 leaderboard, highlighting its exceptionalmarket performance and commercial value. Since its launch in 2020, Puzzles & Survival has generated over RMB10 billion in grossbilling, showcasing its global brand presence and growth potential.During the Reporting Period, the Company continued to explore player preferences and market trends within the strategygame genre to iterate high-quality products through theme diversification and gameplay differentiation. For example, as aniteration of Puzzles & Survival, Puzzles & Chaos integrates “Match-3 gameplay + SLG” while retaining the core experiences ofPuzzles & Survival. Compared to its predecessor, Puzzles & Chaos features greatly enhanced art design and special effects. Sinceits launch, the game has consistently broken new ground in overseas markets with growing gross billing, ranking among the top20 strategy games in different regions worldwide multiple times.The ant-themed game Ant Legion aims to represent a realistic and detailed insect world. By delving into player demandsthrough preliminary research and considering the R&D and operational capacity, the Company has developed an immersive, antworld-themed version. In this version, players build ant colonies, fend off predators, and lead their ant armies to conquer thechallenging natural environment, securing victories one after another. These continuous breakthroughs have led to a steady risein player satisfaction.
The Company has deeply integrated the gameplay themes and promotional materials of its products with excellenttraditional Chinese culture. This approach creates a communication method that resonates with diverse regional, national, andaudience groups, promoting the global expression of Chinese stories.For example, the game Trading Legend (叫我大掌柜) has demonstrated the Company’s commitment to carrying forwardtraditional Chinese culture. During the Reporting Period, the Company initiated collaborations between the game with the classiccostume drama The Legend of Zhen Huan and the Chinese comic book Fox Spirit Matchmaker. The game incorporated hot pot, akey element of Chinese culinary culture, into its content and launched a promotional video featuring Sichuan’s intangible culturalheritage art of jin qian ban (brass coin clapper talk). The goal is to bring distinctive gameplay to global players, giving them animmersive taste of Chinese culture. During the Reporting Period, Puzzles & Survival collaborated with the national-levelintangible cultural heritage project Guangzhou-Style Color Porcelain to launch a themed version showcasing this traditional craft,representing an innovative expression of Chinese traditional culture. The casual incremental mobile game Xiao Yao Wen Dao (小妖问道) features meticulously customized promotions in localities and thematic packaging. Through collaboration with popularfantasy IPs such as Soul Land and A Record of a Mortal’s Journey to Immortality, this game has contributed to cultural exchanges,achieved impressive market performance, and garnered positive feedback from international players. These have laid a solidfoundation for the Company’s expansion into overseas markets of casual incremental games.
3. Building a rich product pipeline for the global market
The Company focuses on its core gaming business. On one hand, it continuously expands the boundaries of self-development capabilities, actively expands into various categories, and develops products with a global perspective. It carefullyworks out details regarding gameplay design, art quality, music effects, etc., continues to invest in product iteration, userexperience and other aspects, and has formed professional layouts in MMORPGs, strategy games and light games. Remaining"Dedicated to Making Premium Games", it has a strong pipeline of refined self-developed mobile games. On the other hand,based on its self-developed brands, the Company consistently prioritizes high-quality content as its strategic direction. Throughmulti-dimensional approaches such as investment empowerment and business support, the Company has carried out in-depthcollaborations with reputable game developers such as EyuGame and Yanqu Network. This approach has allowed the Company toaccumulate abundant external R&D reserves, which is conducive to its diversified arrangements for product supply. In terms of IP,the Company has secured adaptation rights for several IPs including Battle Through the Heavens (斗破苍穹), Lord of Mysteries(诡秘之主), and Soul Land (斗罗大陆), providing a richer content foundation for building a diversified product portfolio.
The Company has built a portfolio of games across genres such as MMORPGs, strategy games, gacha games, and businesssimulation games. These games cover diverse themes, including western fantasy, oriental fantasy, Three Kingdoms, modernthemes, and ancient themes. These include: the Chinese comic oriental fantasy MMORPG The Soul Land: Lie Hun Shi Jie (斗罗大陆：猎魂世界), the Japanese Chibi-style MMORPG Code MLK (代号MLK), the realistic Three Kingdoms SLG Code Zheng Qi SLG(代号正奇SLG), the American cartoon-style survival SLG Code XSSLG (代号XSSLG), the oriental fantasy SLG Code GMSLG (代号GMSLG), the traditional Chinese ink painting-themed business simulation game Zhui Xu (赘婿), the oriental fantasy RPG CodeDou Po (代号斗破), and the oriental fantasy RPG Code Po Jian (代号破茧).
The Company is currently accelerating the release schedule of its reserved products, aiming to deliver a more diversifiedgaming experience for players. In early 2025, several titles including Shi Guang Da Bao Zha (时光大爆炸) and Ying Xiong Mei YouShan (英雄没有闪) were launched successively. Among them, Shi Guang Da Bao Zha (时光大爆炸) ranked fourth on the WeChatmini-game grossing chart, while Ying Xiong Mei You Shan (英雄没有闪) quickly entered the top five of the iOS grossing chart, andtopped the WeChat mini-game grossing chart, demonstrating strong growth potential.
Looking ahead, certain key games in the pipeline are presented below:
| Developer | Name of game | Game category, theme and style | Intended publishing area |
| Self-developed | The Soul Land: Lie Hun Shi Jie (斗罗大陆：猎魂世界) | Chinese comic oriental fantasy MMORPG | Global |
| Self-developed | Lost Archive: Prologue (失落之门：序章) | Western fantasy MMORPG | Global |
| Self-developed | Code MLK (代号MLK) | Japanese Chibi-style MMORPG | Global |
| Self-developed | Code Zheng Qi SLG (代号正奇SLG) | Realistic Three Kingdoms SLG | Global |
| Self-developed | Code M1 (代号M1) | Casual game with European and American cartoon elements | Global |
| Self-developed | Code MR (代号MR) | Chibi-style RPG | Global |
| Self-developed | Code DLXD (代号DLXD) | Chibi-style fantasy RPG | Global |
| Self-developed | Code XSSLG (代号XSSLG) | American cartoon survival SLG | Global |
| Self-developed | Code GMSLG (代号GMSLG) | Oriental fantasy SLG | Global |
| Self-developed | Ji Su San Guo: Yi Miao Kai Zhan (極速三國：一秒開戰) | Three Kingdoms SLG | Overseas |
| Agency | Code Dou Po (代号斗破) | Oriental fantasy RPG | Domestic |
| Agency | Zhui Xu (赘婿) | Traditional Chinese ink painting-style business simulation game | Domestic |
| Agency | Shi Shi Da Lu (史诗大陆) | Western fantasy RPG | Domestic |
| Agency | Battle of Chibi 2 (赤壁之战2) | Three Kingdoms-themed SLG | Domestic |
| Agency | Si Ji Cheng Yu Duo Mi Nuo (四季城与多米糯) | Chibi-style fantasy business simulation game | Domestic |
| Agency | Code Po Jian (代号破茧) | Oriental fantasy RPG | Domestic |
| Agency | Dou Shou Zhan Chang (斗兽战场) | Giant-themed SLG | Domestic |
| Agency | Cong Qian You Zuo Shan (从前有座山) | Oriental fantasy MMORPG | Domestic |
| Agency | Code RS (代号RS) | Realistic survival SLG | Overseas |
| Agency | Code AK (代号AK) | Realistic microworld SLG | Overseas |
| Agency | Code AS (代号AS) | Mechanized beast realistic SLG | Overseas |
| Agency | Shi Guang Da Bao Zha (时光大爆炸) | Oriental history-themed business simulation game | Overseas |
| Agency | Ragnarok: Back to Glory | Chibi-style Norse mythology MMORPG | Overseas |
| Agency | Seaside Resort: Match 3 | Modern cartoon seaside resort-themed match-3 game | Overseas |
4. Leveraging cutting-edge technological advantages and business applications
(1) Continuous upgrades to the AI capability system and the development of a comprehensive AI empowermentecosystem based on a self-developed industry-specific large language modelAs one of the earliest game companies in China to systematically adopt AI technologies, the Company places a high strategicemphasis on the deployment and application of big data and AI technologies. After years of technological accumulation andbusiness practice, the Company has established an AI architecture centered on the AI capability foundation, which covers theintelligent product layer and business application layer, forming a full-link AI empowerment system for game R&D and operation.This system comprehensively enhances the industrialization level of the Company’s game R&D and operation.Building the AI capability foundation: Based on deep data accumulation from business scenarios and computilityinvestment, the Company continuously conducts internal training and inference optimization on the massive, high-quality dataaccumulated over the years, independently developing the gaming-specific large language model “Xiao Qi”. The Company, using“Xiao Qi” and incorporating an advanced external large language model cluster, has developed more than 40 AI capabilities. ThisAI capability foundation fully empowers various general and specialized systems across the Company, following the technologyiteration path of chatbot/tool-copilot-agent-digital labor.Upgrade of the intelligent product matrix: Based on the industry-specific large language model “Xiao Qi”, the Company hascomprehensively upgraded its existing intelligent products, including “Turing”, “Quantum”, “Destiny”, “Yi Lan”, and “Cupid”, intomore automated and intelligent AI agents. These upgrades span across business areas such as market analysis, product planning,art design, development assistance, advertising, operational analysis, intelligent customer service, and general office tasks. Theupgraded AI agents can generate images, videos, and 3D materials that meet the Company's product needs, accurately supportadvertising campaigns, and perform excellently in code generation and text creation, thus fully empowering game R&D andoperation.
(2) AI reshapes the game pipeline for quality and efficiency enhancement across multiple dimensionsAt the business application layer, the Company has leveraged AI technology to achieve intelligent production and applicationacross various content formats, including AI-multimodal, AI-text, and AI-comprehensive categories. For example, in the publishingprocess, over 80% of the 2D art assets used by the Company are now generated using AI technology as a support. In terms of AI-3D generation, the Company was also an early adopter of tools and 3D model training, continuously increasing the proportion ofAI-3D applications, with mature use of art assets such as characters and item models. AI-3D assisted asset generation accountsfor more than 30%. In 2024, the effectiveness of AI-generated videos became evident, with more than 70% of the Company’s in-game advertising videos involving AI in their generation. In addition, text-based scenarios such as AI customer service, AItranslation, and AI code generation have shown continuous improvement, while comprehensive applications such as AIadvertising and AI data analysis have also been gradually implemented.In terms of R&D, AI algorithms have been employed to capture high-precision and high-performance motions, and thecapture function for facial expressions has been introduced, addressing the pain points such as high costs and overly long periodstypically identified with specialized traditional motion capture equipment. This has enhanced both R&D efficiency and quality. Interms of AI balance testing, many of our self-developed products such as The Soul Land: Hun Shi Dui Jue (斗罗大陆：魂师对决),Ba Ye (霸业), The Soul Land: Lie Hun Shi Jie (斗罗大陆：猎魂世界), and Code MLK (代号MLK) have benefited from the AI-assisted stat balance testing function with improved training efficiency and access process, resulting in better player experiencesand prolonged game life cycles. At the same time, the Company continues to research 2D art algorithms related to 2D visualeffects style transfer and 2D animation asset generation to simplify 2D game development processes. AI Agents are also used toassist game planners in writing and skill design, thereby enhancing the effectiveness of gameplay design.
In general office scenarios, the Company’s AI assistant, based on the large language model of “Xiao Qi”, is extensivelyapplied in employees’ daily work, comprehensively improving efficiency. This represents a new level of intelligent transformationin corporate operation.As the Company continues to promote AI applications, AI reshapes the workflow of each business link and improves thelevel of automation. As AI technologies continue to deepen in business applications, the optimization and upgrading of allbusiness pipelines have enabled teams to focus more on creativity and emotional expression. With the industry’s ongoingtechnological iteration and innovation, the Company will continue to explore the implementation of advanced AI capabilities inreasoning and decision-making, providing deeper support and assistance for the efficient operation of all stages of gamedevelopment and publishing.
(3) AI drives game innovations
Supporting Game Project Initiation: During the early stages of game project establishment and new version updates ofoperating products, the Company utilizes AI technology to assist in designing game characters, combat scenarios, and game items.This optimizes characters, gameplay environments, animation effects, and style testing outcomes, thereby enhancing theefficiency of project approval and version update processes.
Exploration of AI Full-Element Generated Games: The Company is currently developing an iterative version of a casual tile-matching game using reasoning large language models and generative multimodal models, of which the game plot, art,programming, music and other elements were completed by AI. On top of the original full-element AI generation, this newversion adds functionality that allows real-time content generation based on user preferences, thereby creating a non-lineargaming experience. Just as users receive different video recommendations when browsing short videos, each player in this modecan experience a personalized story progression, realizing a “one player, one narrative” model. The Company continues toimprove and optimize this innovative exploration of "AI+game", aiming to integrate multimodal content generation, dataalgorithm models and game development to improve R&D efficiency. At the same time, relying on AI generation and personalizedrecommendations, it accurately grasps user needs, provides a new interactive experience, and builds key technology reserves forcommercial products in the future.
Development of a General AI Solution for In-Game Housing Systems: The Company is continuously integrating technologiessuch as large language models, AI voice, and AI motion capture to develop intelligent NPC systems and AI-powered in-gamehousing systems. It is exploring the convergence of games with UGC content creation, aiming to enable NPCs to performautonomous behaviors based on compound reasoning, and to provide players with emotional companionship and personalizedinteractive experiences. Players can enjoy character development, story and scene design, item creation, and other innovativesocial interaction experiences within increasingly enriched housing systems, laying a technological foundation for more diverseand personalized gameplay in the future.
The Company is actively exploring innovative applications of AI in gaming. At present, it continues to accumulatetechnological reserves for future AI game products through technological verification and capability accumulation, while building
a capability foundation for the implementation of commercial products in the future. Under the premise of ensured technologicalfeasibility, it explores paths for deep integration between AI and game content, and focuses on the potential of AI in enhancinggameplay and interactive experience, with the aim of delivering more immersive and personalized gaming experiences to users.
5. Empowering business innovation and sustainable development through investment
Benefiting from our pioneering strides in the exploration of AI applications, we have remained open-minded abouttransformations in industry technologies and ecosystems. Marching forwards steadily and surely, we have insisted on aprogressive layout of AI applications and continuously iterated and optimized innovative tools in better alignment with theCompany's business development requirements. Furthermore, taking into consideration the requirements of each businessprocess, we have been exploring the in-depth integration of advanced technologies and business.In recent years, the global AI technology sector has entered a new stage of development. Riding the technologicaltransformation trend, the Company advances both independent exploration and internal development. Meanwhile, the Companyfocuses its investment arrangements in such areas as foundational large language models, AIGC, AI application, AI computility, XR,and interactive sensors. This approach helps the Company capture innovation opportunities for cutting-edge technologies andpromote collaboration and connection between its investment activities and principal business.The Company invests in large language models and application layers and continually explores the applicability of thesemodels and AI technologies to the Company’s R&D line. Specifically, the Company has, directly or indirectly, invested in leadingcompanies such as Zhipu AI, Baichuan AI, Moonshot AI, aiXcoder, DeepLang AI, Yahaha, Studio 51, and DeepMirror Technology.Supported by foundational large language models, the Company strives to unlock the potential of AIGC to empower diversevertical scenarios. Furthermore, the Company is actively building an industrial chain of “AI + computility”. To this end, it hasinvested in firms such as iStar, CIX, Tingyu Tech, Huixi, HYQ, and Eeasy Tech. These investments aim to build an integratedindustrial chain, linking computility infrastructure, large language model algorithms, and AI applications.The Company continuously monitors hardware and technological advancements, with a strong focus on hard & coretechnology, and emphasizes business synergy. It has invested in cultural, entertainment, and high-tech sectors, such ascomputility, optical displays, extended reality (“XR”) devices, cultural and entertainment content, semiconductors and materials,spatial computing engines, AI, new sensing technology, and AIGC-based social platforms for games. The Company’s goal is toempower innovative and sustainable business growth through investments, thereby forging new competitive edges in theindustry.
(II) The Company’s principal operations and business models
The Company is principally engaged in the development, publishing, and operation of online games (mostly mobile andbrowser games). The business models of the Company’s online games mainly include independent operation and third-party jointoperation.
Under the independent operation mode, the Company obtains the licenses of games through independent R&D or being anoperator of other games, and publishes and operates these products through its own or third-party channels. The Company is fullyresponsible for the operation, promotion and maintenance of the games; providing unified management services for onlinepromotion, online customer service and top-up payment; and updating games along with game developers based on the real-timefeedback of users and games.
Under the third-party joint operation mode, the Company cooperates with one or more game operators or game applicationplatforms to jointly operate games. And the aforesaid parties are responsible for the management of their own channels, includingoperation, promotion, the recharge and charge system, while the Company provides technical support services along with gamedevelopers.
(III) The Company’s presence on the market and primary growth driversFocusing on cultural and creative businesses based on the development, publishing, and operation of online games, theCompany is an excellent comprehensive entertainment provider in China’s A-stock market. It is a Top 20 Global Public GameCompany, Key Cultural Export Company of China, Civilized Institution in Guangdong Province, and Top 30 Cultural Enterprise ofGuangzhou, and MSCI ESG AA-rated company, among others. With “bringing joy to the world” as its mission, the Company isdedicated to becoming an excellent and sustainable entertainment provider.
The Company has been steadily advancing with the development strategy of “boutiqueization, diversification andglobalization”, and promoting high-quality and sustainable development.III Core Competitiveness Analysis
1. Forging ahead with determination, the team has seized market opportunities swiftly
The Company has been deeply engaged in the cultural and creative industry for many years. Its core management team isdeeply involved in the front line of business, working hard together with all the employees. Always upholding the spirit ofmarathon-like perseverance, the Company has been forging ahead with breakthroughs, as well as pursuing better financialresults and faster growth while maintaining sound operation. Over the years, the Company has demonstrated keen marketinsight, seizing emerging opportunities in the industry through a robust team of skilled professionals and scientific managementmechanisms. Anticipating the "shift from web games to mobile games" in its early stages, the Company spearheaded overseasmarket penetration over a decade ago. Presently, we remain aligned with the trend towards mini-games. Navigating numerousindustry transitions, we have achieved sustained growth. Throughout the development, the Company has consistentlyemphasized talent cultivation and team building. The Company has built a high-caliber talent pool. Through a scientific talentpromotion mechanism, remuneration management system, and performance incentive scheme, the Company inspires employeemotivation and creativity. With "bringing joy to the world" as its mission, the Company is advancing towards the vision of"becoming an excellent and sustainable entertainment provider".
2. Strengths in the integration of R&D and operation have been consolidated, enriching the productportfolio
The Company has continuously advanced its strategy of "integration of R&D and operation", deepened its diversifiedproduct portfolio, and established a robust and efficient multidimensional product supply system. First, the Company hasconsistently pushed back the boundaries of its self-development capabilities, delved into core product categories, and adopted aglobal perspective to create a central supply layer with self-developed products at the core. Second, through investmentempowerment and business support, the Company has fostered deeper partnerships with numerous high-quality developersboth domestically and internationally, continuously accumulating deeply customized premium products. Third, by collaboratingwith long-term and stable developers, the Company has further refined its product offerings. Under this supply system, theCompany has built a robust product supply chain, continuously enriched the portfolio of high-quality products and drove steadybusiness growth.With the “integration of R&D and operation” model, the Company can fully combine its strengths in product R&D andoperation. This, on the one hand, facilitates a deeper understanding of the market and user demands by the R&D team, therebyincreasing the success rate of products under development. On the other, through close collaboration between R&D andoperations teams, the Company can optimize the updates and promotions of already launched products, thus effectivelyachieving long-term operation and prolonging product life cycles.
3. Publishing capabilities have been continuously iterated to facilitate long-term operation from aglobal perspective
In response to the ever-evolving global gaming market, the Company adheres to a strategy of “tailored games” for overseasusers with diverse cultural backgrounds, gaming preferences and payment habits. Tailored promotion and operation strategiesare adopted for different countries, regions and game types. The Company focuses on publishing different genres of games indifferent regions, and localizes game content and promotional materials to reflect the cultural characteristics of each region.Over the years, the Company's publishing team has successfully launched numerous quality games across diverse genres andthemes in global markets. During this journey, we have kept abreast of the latest market trends, and accordingly, innovated ourmarketing strategies. By employing various creative marketing strategies, such as collaboration with renowned IP, celebrityendorsements, and immersive storytelling, we have established a long-term ecosystem revolving around user interactions, thusfortifying robust publishing barriers and facilitating the long-term operation of multiple products.
4. Technology-driven innovation and breakthroughs to embrace industry transformation
As one of the earliest gaming enterprises in China to systematically adopt AI, the Company prioritizes innovation and fostersan open and inclusive environment for knowledge exchange. By deeply integrating big data and AI technologies into its businessoperations, the Company has empowered all aspects of the value chain—from product development and content production topublishing, operation and asset accumulation. Over the years, it has accumulated vast amounts of data and technologicaladvantages, continuously iterating and optimizing its full-cycle digital intelligent products, upgrading its game industrializationpipeline, and enhancing R&D and operational efficiency. In addition, through strategic investment in technology, the Company isgradually establishing a presence across the industry chain spanning computing infrastructure, large language model algorithms,and AI applications. This enables resource sharing and the leveraging of complementary strengths, allowing the Company to stayat the forefront of technological advancement and build a win-win ecosystem.IV Analysis of Principal Operations
1. Overview
See “II Principal Operations of the Company in the Reporting Period” above.
2. Revenue and Cost Analysis
(1) Breakdown of Operating Revenue
Unit: RMB
| 2024 | 2023 | Change (%) | |||
| Amount | As % of operating revenue (%) | Amount | As % of operating revenue (%) | ||
| Total operating revenue | 17,440,957,495.58 | 100% | 16,546,871,737.85 | 100% | 5.40% |
| By operating division | |||||
| Online games | 17,292,612,326.74 | 99.15% | 16,395,640,117.42 | 99.09% | 5.47% |
| Others | 148,345,168.84 | 0.85% | 151,231,620.43 | 0.91% | -1.91% |
| By product category | |||||
| Mobile games | 16,882,137,496.98 | 96.80% | 15,898,475,091.13 | 96.09% | 6.19% |
| Browser games | 410,474,829.76 | 2.35% | 497,165,026.29 | 3.00% | -17.44% |
| Others | 148,345,168.84 | 0.85% | 151,231,620.43 | 0.91% | -1.91% |
| By operating segment | |||||
| Domestic | 11,719,192,858.18 | 67.19% | 10,739,497,361.46 | 64.90% | 9.12% |
| Overseas | 5,721,764,637.40 | 32.81% | 5,807,374,376.39 | 35.10% | -1.47% |
| By marketing model | |||||
| Independent operation | 15,602,811,026.98 | 89.46% | 14,691,612,109.38 | 88.79% | 6.20% |
| Joint operation and others | 1,838,146,468.60 | 10.54% | 1,855,259,628.47 | 11.21% | -0.92% |
Unit: RMB
| 2024 | 2023 | |||||||
| Q1 | Q2 | Q3 | Q4 | Q1 | Q2 | Q3 | Q4 | |
| Operating revenue | 4,750,141,063.60 | 4,481,828,025.84 | 4,107,396,586.92 | 4,101,591,819.22 | 3,764,728,286.75 | 3,995,845,600.54 | 4,282,389,285.62 | 4,503,908,564.94 |
| Net profit attributable to the Listed Company’s shareholders | 616,151,756.28 | 648,481,822.67 | 632,833,102.61 | 775,554,645.74 | 774,563,286.72 | 451,498,048.35 | 966,242,525.44 | 466,266,332.93 |
Reasons for business seasonality (or periodicity) and risk of fluctuations:
There is no significant seasonality or periodicity in the operations of the Company.
(2) Operating Division, Product Category, Operating Segment and Marketing Model Contributing over 10%of Operating Revenue or Operating Profit? Applicable □ Not applicable
Unit: RMB
| Operating revenue | Cost of sales | Gross profit margin | YoY change in operating revenue (%) | YoY change in cost of sales (%) | YoY change in gross profit margin (%) | |
| By operating division | ||||||
| Online games | 17,292,612,326.74 | 3,614,006,305.99 | 79.10% | 5.47% | 7.22% | -0.34% |
| By product category | ||||||
| Mobile games | 16,882,137,496.98 | 3,382,546,583.63 | 79.96% | 6.19% | 4.99% | 0.22% |
| Browser games | 410,474,829.76 | 231,459,722.36 | 43.61% | -17.44% | 55.31% | -26.41% |
| By operating segment | ||||||
| Domestic | 11,719,192,858.18 | 2,269,641,380.99 | 80.63% | 9.12% | 26.86% | -2.71% |
| Overseas | 5,721,764,637.40 | 1,456,907,403.99 | 74.54% | -1.47% | -9.08% | 2.13% |
Core business data restated according to the changed methods of measurement that occurred in the Reporting Period:
□Applicable ? Not applicable
(3) Whether Revenue from Physical Sales Is Higher than Service Revenue
□ Yes ? No
(4) Execution Progress of Major Signed Sales and Purchase Contracts in the Reporting Period
□Applicable ? Not applicable
(5) Breakdown of Cost of Sales
By operating division
Unit: RMB
| Operating division | Items | 2024 | 2023 | Change (%) | ||
| Amount | As % of cost of sales | Amount | As % of cost of sales | |||
| Online games | Royalties | 3,262,957,661.43 | 87.56% | 3,046,472,983.28 | 89.82% | 7.11% |
| Cost of servers | 246,798,060.99 | 6.62% | 209,070,747.64 | 6.16% | 18.05% | |
| Amortization of copyright money | 101,158,538.33 | 2.71% | 106,404,582.53 | 3.14% | -4.93% | |
| Other costs | 3,092,045.24 | 0.08% | 8,782,892.65 | 0.26% | -64.79% | |
| Other | Agency promotion cost | 79,762,710.53 | 2.14% | 0.00 | 0.00% | 100.00% |
| Other costs | 32,779,768.46 | 0.89% | 20,849,373.22 | 0.62% | 57.22% | |
| Total | 3,726,548,784.98 | 100.00% | 3,391,580,579.32 | 100.00% | 9.88% | |
Note:
Other costs are mainly agency promotion costs, labor costs and technical service charges.Breakdown of the cost of sales for the principal operations:
Unit: RMB
| Breakdown of cost | 2024 | 2023 | Change (%) | ||
| Amount | As % of cost of sales | Amount | As % of cost of sales | ||
| Royalties | 3,263,056,877.78 | 87.56% | 3,046,472,983.28 | 89.82% | 7.11% |
| Cost of servers | 248,810,685.72 | 6.68% | 210,656,293.98 | 6.21% | 18.11% |
| Amortization of copyright money | 101,196,386.86 | 2.72% | 106,404,582.53 | 3.14% | -4.89% |
| Other costs | 113,484,834.62 | 3.04% | 28,046,719.53 | 0.83% | 304.63% |
| Total | 3,726,548,784.98 | 100.00% | 3,391,580,579.32 | 100.00% | 9.88% |
(6) Changes in the Scope of Consolidated Financial Statements for the Reporting Period
? Yes □ NoFor details, see Note IX Changes in the Scope of Consolidated Financial Statements in Part X.
(7) Major Changes to the Business Scope or Product or Service Range in the Reporting Period
□Applicable ? Not applicable
(8) Major Customers and Suppliers
Major customers:
| Total sales to top five customers (RMB) | 6,618,695,108.72 |
| Total sales to top five customers as a % of total sales of the Reporting Period (%) | 37.96% |
| Total sales to related parties among top five customers as a % of total sales of the Reporting Period (%) | 0.00% |
Top five customers:
| No. | Customer | Sales revenue contributed for the Reporting Period (RMB) | As a % of total sales revenue (%) |
| 1 | Customer A | 2,120,173,575.97 | 12.16% |
| 2 | Customer B | 2,025,786,909.08 | 11.62% |
| 3 | Customer C | 1,890,574,419.09 | 10.84% |
| 4 | Customer D | 405,012,846.96 | 2.32% |
| 5 | Customer E | 177,147,357.62 | 1.02% |
| Total | -- | 6,618,695,108.72 | 37.96% |
Other information about major customers:
□ Applicable ? Not applicable
Major suppliers:
| Total purchases from top five suppliers (RMB) | 2,728,447,203.72 |
| Total purchases from top five suppliers as a % of total purchases of the Reporting Period (%) | 73.22% |
| Total purchases from related parties among top five suppliers as a % of total purchases of the Reporting Period (%) | 0.00% |
Top five suppliers:
| No. | Supplier | Purchase in the Reporting Period (RMB) | As a % of total purchases (%) |
| 1 | Supplier A | 1,189,572,972.25 | 31.92% |
| 2 | Supplier B | 1,055,017,515.70 | 28.31% |
| 3 | Supplier C | 187,868,069.17 | 5.04% |
| 4 | Supplier D | 170,890,993.23 | 4.59% |
| 5 | Supplier E | 125,097,653.37 | 3.36% |
| Total | -- | 2,728,447,203.72 | 73.22% |
Other information about major suppliers:
□ Applicable ? Not applicable
3. Expenses
Unit: RMB
| 2024 | 2023 | Change (%) | Main reason for change | |
| Distribution and selling expenses | 9,712,300,686.99 | 9,090,808,791.22 | 6.84% | |
| General and administrative expenses | 515,515,048.85 | 592,119,581.61 | -12.94% | As the Company’s operating results failed to meet the appraisal indicators in the third appraisal period of the Fourth Employee Stock Ownership Plan during the Reporting Period, the share-based payments recognized for 2022 and 2023 were reversed in full. |
| Financial expenses | -161,323,359.39 | -221,476,247.52 | 27.16% | Due to the decreased deposits and interest rate, interest income from deposits decreased during the Reporting Period compared with last year. |
| Research and development expenses | 646,356,784.55 | 713,563,181.73 | -9.42% | As the Company’s operating results failed to meet the appraisal indicators in the third appraisal period of the Fourth Employee Stock Ownership Plan during the Reporting Period, the share-based payments recognized for 2022 and 2023 were reversed in full. |
4. R&D Investments
? Applicable □ Not applicable
| Major R&D project | Purpose | Progress | Specific objectives | Expected impact on the Company |
| The Soul Land: Lie Hun Shi Jie (斗罗大陆：猎魂世界) | To enrich the product matrix and improve product competitiveness | Under development | To become a high-quality MMO game of a Chinese comic oriental fantasy style | To further enhance the R&D capacity, strengthen the capability to develop quality games, and enrich the diversified product portfolio |
| Lost Archive: Prologue (失落之门：序章) | To become a benchmark game with Western magic realism and next-generation quality | |||
| Code MLK (代号MLK) | To become a high-quality MMO game of a Japanese Chibi style | |||
| Code Zheng Qi SLG (代号正奇SLG) | To become a high-quality SLG game of a realistic Three Kingdoms style | |||
| Code M1 (代号M1) | To become a high-quality casual game of a western cartoon style | |||
| Code MR (代号MR) | To become a high-quality RPG game of a Chibi survival theme | |||
| Code DLXD (代号DLXD) | To become a high-quality RPG game of a Chibi fantasy style |
Details about R&D personnel:
| 2024 | 2023 | Change (%) | |
| Number of R&D personnel | 1,318 | 1,471 | -10.40% |
| R&D personnel as % of total employees | 40.57% | 42.67% | -2.10% |
| Educational background of R&D personnel | |||
| Bachelor’s degree | 1,000 | 1,108 | -9.75% |
| Master’s degree | 83 | 71 | 16.90% |
| Junior college and below | 235 | 292 | -19.52% |
| Age structure of R&D personnel | |||
| Below 30 | 658 | 831 | -20.82% |
| 30-40 | 641 | 625 | 2.56% |
| Over 40 | 19 | 15 | 26.67% |
Details about R&D investments:
| 2024 | 2023 | Change (%) | |
| R&D investments (RMB) | 646,356,784.55 | 713,563,181.73 | -9.42% |
| R&D investments as % of operating revenue | 3.71% | 4.31% | -0.60% |
| Capitalized R&D investments (RMB) | 0.00 | 0.00 | 0.00% |
| Capitalized R&D investments as % of total R&D investments | 0.00% | 0.00% | 0.00% |
Reasons for any significant change in the composition of R&D personnel and the impact:
□ Applicable ? Not applicable
Reasons for any significant YoY change in the percentage of R&D investments in operating revenue:
□ Applicable ? Not applicable
Reason for any sharp variation in the percentage of capitalized R&D investments and rationale:
□ Applicable ? Not applicable
5. Cash Flows
Unit: RMB
| Items | 2024 | 2023 | Change (%) |
| Sub-total of cash inflows from operating activities | 18,271,611,622.68 | 17,171,716,871.55 | 6.41% |
| Sub-total of cash outflows used in operating activities | 15,273,628,939.95 | 14,024,679,535.09 | 8.91% |
| Net cash flows from operating activities | 2,997,982,682.73 | 3,147,037,336.46 | -4.74% |
| Sub-total of cash inflows from investing activities | 17,042,752,562.48 | 13,847,650,873.38 | 23.07% |
| Sub-total of cash outflows used in investing activities | 20,450,949,186.60 | 15,293,575,099.80 | 33.72% |
| Net cash flows from investing activities | -3,408,196,624.12 | -1,445,924,226.42 | -135.71% |
| Sub-total of cash inflows from financing activities | 5,230,305,900.00 | 3,267,000,000.00 | 60.10% |
| Sub-total of cash outflows used in financing activities | 6,022,978,802.14 | 5,553,398,865.79 | 8.46% |
| Net cash flows from financing activities | -792,672,902.14 | -2,286,398,865.79 | 65.33% |
| Net increase in cash and cash equivalents | -1,199,975,466.22 | -574,990,372.12 | -108.69% |
Explanation of why any of the data above varies significantly on a year-over-year basis:
? Applicable □ Not applicable
1. Net cash flows from investing activities decreased 135.71% YoY, primarily driven by the increased net cash outflows used inthe purchase and recovery of financial management products and term deposits during the Reporting Period.
2. Net cash flows from financing activities increased 65.33% YoY, primarily driven by the decreased cash outflows of financialmanagement products and term deposits used as pledges for bank loans during the Reporting Period.Explanation of why the net cash flows from operating activities varied significantly from the net profit of the Reporting Period:
? Applicable □ Not applicable
The net cash flows from operating activities varied from the net profit of the Reporting Period primarily because items of assetimpairment allowances, asset depreciation and amortization, deferred income tax expense, gain on changes in fair value,investment income, etc. did not affect cash flows from operating activities but did affect net profit, and there were movements intrade receivables and payables. For further information, see “57. Supplementary information for the cash flow statement” in NoteVII of Part X.V Analysis of Non-principal Operations? Applicable □ Not applicable
Unit: RMB
| Amount | As % of profit before | Reason/source | Recurrent or not |
| income tax expenses | ||||
| Investment income | 111,101,221.06 | 3.60% | Mainly due to dividends during the period of holding equity investments, gains on investments from disposal of equity investments, and financial management products | No |
| Gain/loss on changes in fair value | -31,087,890.91 | -1.01% | Mainly due to changes in fair value of equity investments and financial management products | No |
| Impairment loss on assets | -35,464,905.71 | -1.15% | Mainly due to impairment losses on long-term equity investments and credit risks | Impairment losses on long-term equity investments are not recurrent, while impairment losses on credit risks are recurrent |
| Non-operating income | 4,377,488.74 | 0.14% | Mainly due to compensation income for breach of contract | No |
| Non-operating expenses | 6,589,589.85 | 0.21% | Mainly due to expenditures on donations and compensation | No |
| Other income | 88,261,430.73 | 2.86% | Mainly due to refund of VAT, refund of handling fee for personal income tax, and other government grants that are related to normal business operations | Refund of VAT is recurrent while other government grants are not. |
VI Analysis of Assets and Liabilities
1. Significant Changes in Asset Composition
Unit: RMB
| 31 December 2024 | 1 January 2024 | Change in percentage (%) | Reason for any significant change | |||
| Amount | As % of total assets | Amount | As % of total assets | |||
| Monetary funds | 5,058,893,098.76 | 25.83% | 6,176,992,875.55 | 32.28% | -6.45% | Mainly due to the increased net cash outflows used in investing activities such as the purchase and recovery of financial management products and term deposits, as well as external equity investments during the Reporting Period |
| Accounts receivable | 1,212,667,677.20 | 6.19% | 1,479,267,695.67 | 7.73% | -1.54% | No significant change |
| Investment properties | 689,233,033.12 | 3.52% | 0.00% | 3.52% | This is mainly because the Company’s global headquarters was completed and put into use during the Reporting Period. To reactivating existing assets and | |
| improve operating efficiency, the purpose of the old office building has been changed to rental or sale. | ||||||
| Long-term equity investments | 446,322,435.18 | 2.28% | 520,735,613.55 | 2.72% | -0.44% | No significant change |
| Fixed assets | 1,076,644,793.81 | 5.50% | 823,508,284.60 | 4.30% | 1.20% | No significant change occurred to this item as a percentage of total assets, while the ending balance was higher than the beginning balance mainly because during the Reporting Period, the Company’s global headquarters was completed and transferred to fixed assets; and based on an operating decision to optimize the asset structure, the office space for self-use formerly reported under fixed assets was re-purposed to rental or sale, which was reclassified to investment properties. |
| Construction in progress | 534,491,192.20 | 2.79% | -2.79% | Mainly because the Company’s global headquarters was completed and transferred to fixed assets during the Reporting Period | ||
| Right-of-use assets | 6,566,577.29 | 0.03% | 16,622,471.20 | 0.09% | -0.06% | No significant change occurred to this item as a percentage of total assets, while the ending balance was lower than the beginning balance mainly due to the depreciation provisions during the Reporting Period. |
| Short-term loans | 2,653,781,111.11 | 13.55% | 1,554,577,083.34 | 8.12% | 5.43% | Mainly due to the increased note financings and bank loans during the Reporting Period |
| Contract liabilities | 244,227,089.06 | 1.25% | 280,023,602.87 | 1.46% | -0.21% | No significant change |
| Long-term loans | 0.00% | 306,000,000.00 | 1.60% | -1.60% | Mainly due to the repayment for bank loans during the Reporting Period | |
| Lease liabilities | 1,528,614.88 | 0.01% | 3,944,589.05 | 0.02% | -0.01% | No significant change occurred to this item as a percentage of total assets, while the ending balance was lower than the beginning balance mainly due to the decreased lease payables as a result of rental payments made during the Reporting Period. |
| Trading financial assets | 2,249,440,497.59 | 11.49% | 2,024,681,502.03 | 10.58% | 0.91% | No significant change |
| Prepayments | 729,588,626.88 | 3.73% | 1,143,237,497.90 | 5.97% | -2.24% | Mainly due to the increased prepayments for Internet traffic charges as a result of the launch of |
| new games such as Ling Hun Xu Zhang (灵魂序章) at the end of last year | ||||||
| Other non-current financial assets | 1,037,418,816.34 | 5.30% | 825,660,687.40 | 4.32% | 0.98% | No significant change occurred to this item as a percentage of total assets, while the ending balance was higher than the beginning balance mainly due to the additional equity investments during the Reporting Period. |
| Intangible assets | 1,888,794,105.85 | 9.65% | 1,040,204,870.96 | 5.44% | 4.21% | Mainly due to the land lot purchased by the Company last year being recognized as land use rights in the current year for reason of the receipt of the immovable property certificate |
| Goodwill | 1,578,065,048.53 | 8.06% | 1,578,065,048.53 | 8.25% | -0.19% | No significant change |
| Other non-current assets | 2,195,871,744.13 | 11.21% | 2,280,577,680.43 | 11.92% | -0.71% | No significant change occurred to this item as a percentage of total assets. The ending balance mainly included term deposits due in over one year and certificates of deposit. The beginning balance included RMB1,353 million of term deposits due in over one year and certificates of deposit, as well as RMB927 million of the newly acquired land with pending immovable property certificate. The said land was recognized as land use rights in the current year for reason of the receipt of the immovable property certificate |
| Accounts payable | 1,667,812,211.58 | 8.52% | 1,825,714,480.74 | 9.54% | -1.02% | No significant change |
| Notes payable | 1,044,500,000.00 | 5.33% | 1,087,000,000.00 | 5.68% | -0.35% | No significant change |
Indicate whether overseas assets account for a higher percentage of total assets.? Applicable □ Not applicable
| Asset | Source | Asset value (RMB) | Location | Management model | Control measures to protect asset safety | Return generated (RMB) | As % of the Company’s equity | Material impairment risk or not |
| Other equity assets | Investments in overseas companies | 515,200,548.20 | Hong Kong in China, etc. | A sound business supervision mechanism and a sound risk control mechanism have been put in place | -10,070,868.15 | 3.99% | No | |
| Monetary funds | Income from investments and operations | 2,150,880,265.15 | Hong Kong in China, Singapore, etc. | A sound business supervision mechanism and a sound risk control mechanism have been put in place | 16.65% | No |
2. Assets and Liabilities at Fair Value
? Applicable □ Not applicable
Unit: RMB
| Item | Beginning amount | Gain/loss on fair-value changes in the Reporting Period | Cumulative fair-value changes through equity | Impairment allowance made in the Reporting Period | Purchased in the Reporting Period | Sold in the Reporting Period | Other changes | Ending amount |
| Financial assets | ||||||||
| 1. Trading financial assets (exclusive of derivative financial assets) | 2,024,681,502.03 | 3,282,893.87 | 10,712,508,425.27 | 10,493,279,388.08 | 2,247,064.50 | 2,249,440,497.59 | ||
| 4. Other equity investments | 247,132,794.34 | -246,964,086.23 | 100,122.00 | 637,150.34 | 217,022,972.20 | |||
| 5. Other non-current financial assets | 825,660,687.40 | -25,405,784.90 | 318,928,256.00 | 84,713,010.14 | 2,948,667.98 | 1,037,418,816.34 | ||
| Subtotal of financial assets | 3,097,474,983.77 | -22,122,891.03 | -246,964,086.23 | 11,031,436,681.27 | 10,578,092,520.22 | 5,832,882.82 | 3,503,882,286.13 | |
| Total of the above | 3,097,474,983.77 | -22,122,891.03 | -246,964,086.23 | 11,031,436,681.27 | 10,578,092,520.22 | 5,832,882.82 | 3,503,882,286.13 | |
| Financial liabilities | 74,311.41 | -8,964,999.88 | 295,426.44 | -188.25 | 8,743,696.60 | |||
Contents of other changes:
Other changes were incurred by exchange rate fluctuations, etc.
Significant changes to the measurement attributes of the major assets in the Reporting Period:
□ Yes ? No
3. Restricted Asset Rights as at the End of the Reporting Period
| Item | Ending carrying amount (RMB) | Reason for restriction |
Monetary funds
| Monetary funds | 6,500,461.77 | Money frozen by bank and security deposits |
Monetary funds
| Monetary funds | 1,628,364,378.79 | Principals and interest of term deposits with a maturity within one year as pledges |
Non-current assets due within one year
| Non-current assets due within one year | 448,100,530.82 | Principals and interest of term deposits with a maturity of over one year (due in 2025) as pledges |
Other non-current assets
| Other non-current assets | 821,776,423.21 | Principals and interest of term deposits with a maturity of over one year as pledges |
Total
| Total | 2,904,741,794.59 |
VII Principal Subsidiaries and Joint Stock Companies? Applicable □ Not applicablePrincipal subsidiaries and joint stock companies with an over 10% effect on the Company’s net profit:
Unit: RMB
| Name | Relationship with the Company | Principal activity | Registered capital | Total assets | Net assets | Operating revenue | Operating profit | Net profit |
| Anhui 37 Jiyu Network Technology Co., Ltd. | Subsidiary | Development of mobile and browser games | 6,250,000.00 | 2,221,288,425.64 | 1,614,040,919.17 | 1,787,531,959.38 | 945,507,564.42 | 900,580,708.46 |
| 37 Interactive Entertainment (Shanghai) Technology Co., Ltd. | Subsidiary | Publishing and operation of mobile games | 10,000,000.00 | 15,059,015,916.16 | 5,759,186,776.87 | 17,459,877,459.34 | 2,194,542,937.08 | 1,794,314,761.98 |
Subsidiaries obtained or disposed of in the Reporting Period:
? Applicable □ Not applicable
| Name of subsidiary | How it was obtained or disposed of | Effects on the overall operations and performance |
| Guangzhou Ban Tang Jia Bing Network Co., Ltd. | Transfer | No material effects on the overall operations and performance of the Company |
| Shanghai Tingxiong Network Technology Co., Ltd. | Acquisition in cash | In line with the Company’s strategic planning and helpful for its business development |
| Guangdong Qianxing Zhiqing Venture Capital Partnership (L.P.) | Entering into partnership | In line with the Company’s strategic planning and helpful for its business development |
Other information on principal subsidiaries and joint stock companies:
N/AVIII Prospects
(I) Industry landscape and trendsAfter years of development, the current game industry is in a period of historical change from high-speed growth to high-quality development.On the one hand, China's innovation capacity of developing original game products is generally enhanced. Types of gameproducts will be expanded towards multiple directions, high-quality works focus on long-term development, and the game industryis embracing more and more quality products. Concurrently, breakthroughs in key technologies such as AI have presented theindustry with fresh opportunities, not only leading to breakthroughs in game technologies but also offering new ways todemonstrate the fulfilment of social benefits and corporate responsibilities through "Games+" cross-sector empowerment.On the other hand, the pace of China's game industry going overseas has accelerated, and game enterprises continue to takethe global publishing strategy, opening up diversified development paths with refined operation and localized marketing. Thenumber of countries and regions playing China's games has soared, and the international competitiveness has been strengthenedday by day. Games going overseas has become an important way to boost the "going global" of Chinese culture, and theinternational influence of Chinese culture and Chinese elements has been continuously improved. In this sense, the game industryis making remarkable contributions to the inheritance and promotion of the traditional Chinese culture and the telling of China'sstories to the rest of the world.
(II) Development strategy and business plan of the CompanyBased on the current industry pattern and development trend, the Company will continue to steadily take the developmentstrategy of "boutiqueization, diversification, and globalization", continuously improve the operation quality, and practice thesocialist core values. With "bringing joy to the world" as its mission, the Company is dedicated to becoming an excellent andsustainable entertainment enterprise, which will continue to provide high-quality and healthy entertainment products for thepublic.
1. Effectively enhance self-development capacity and expand the diversified product matrixIn the future, the Company will continue to scale up R&D, pay attention to the cultivation of R&D talents, deepen the coreadvantages of "boutiqueization", and give full play to the strategic advantages of "integration of R&D and operation”. With aninheritable and iterative R&D system, it will build a pipeline for the development of next-generation games, empower productdevelopment with innovative technologies, and enhance industrialization of research findings. Also, it will break through the ceilingof self-research ability, and carry out diversified layout on the product supply side through rich self-research and external R&Dreserves to bring more high-quality games to players.
2. Expand the advantages of overseas business and help spread Chinese culture
Since 2012, the Company has begun to lay emphasis on overseas markets. With the accumulation of many years of experienceof overseas business, the Company has achieved remarkable results in the globalization of its business. In the future, the Companywill strengthen its pace of "Going Global", give further play to the first mover advantage in the overseas market, accelerateoverseas business development, and continuously integrate Chinese excellent traditional culture in game themes, contentgameplay and promotion materials. Deeply integrating high-quality games with Chinese traditional culture, the Company willcontinue to arouse foreign players' interest in experiencing and exploring Chinese culture from the game, and launch moreexcellent works with Chinese characteristics, reflecting Chinese spirit and containing Chinese wisdom.
3. Continuously ignite talent vitality to erect a strong talent fortress
Talent stands as the core driver of enterprise progress. The Company is committed to igniting talent vitality and identifyingorganizational prospects, establishing a unique talent development paradigm, and consistently building the Company's talentfortress. Through multidimensional measures such as safeguarding employee rights, ensuring comprehensive welfare andhealthcare benefits, fostering diversity, equality, and inclusivity, and incentivizing employee growth, the Company has supportedthe retention and sustainable development of innovative talent. Introducing diverse initiatives, including core sequence and pivotalrole recognition, capability enhancement, promotion incentives, and talent development challenge initiatives, the Company hasactively propelled the transition of the talent structure's focus towards individuals in core roles or exhibiting great potential,offering talent wider ways to growth and diverse organizational opportunities. This ongoing endeavor is aimed at propelling thetrend towards young talent and elites and establishing a healthy and reasonable talent pool. In the future, the Company willcontinually optimize its talent cultivation system and development model to adeptly navigate market challenges and facilitatebusiness growth, thus driving the growth of both the Company and its employees.
4. Focus on the leading business forms in the industry and strengthen AI application
The Company will remain dedicated to its dual identity as both a technology-driven Internet enterprise and a socialentertainment service provider. Grounded in an ecosystem of high-quality content, the Company will strive to enhance the nationalfundamental innovation capabilities and accumulate cutting-edge technologies. The ultimate goal is to support talent developmentusing innovation and utilize technology for the betterment of society.
The Company has continuously refined the layout of entertainment technology ecosystem and actively embraced industrial
transformations brought about by the rapid advancement of technologies such as AI. Through independent incubation and externalinvestments, the Company has explored the in-depth integration of AIGC technology with business and seized opportunitiespresented by technological innovation. In combination with its business requirements, the Company has consistently iterated andoptimized its self-developed digitalized and intelligent products and developed AI tools tailored to its game business procedures,thereby covering more business scenarios and achieving higher efficiency and better quality. Furthermore, we have relentlesslyexplored AI's potential for optimizing game content and user experiences. In the future, the Company will continue to conductexternal exploration and internal breakthrough based on the existing principal business, core R&D capability and industrialecological layout, focusing on the integration of emerging technologies and industries, and will capitalize on opportunities arisingfrom industrial transformation.
5. Earnestly shoulder its own responsibilities and achieve long-term, healthy and sustainable developmentThe Company always adheres to the unity of economic and social benefits. The Company abides by the bottom line ofcompliance, establishes an all-round content audit mechanism, actively responds to and strictly implements the relevant policies,requirements and rules and regulations of the industry, and continuously takes actions in the direction of juvenile protection,information security, user personal privacy protection, ecological governance of network information content, cultural inheritanceand dissemination. At the same time, the Company continues to increase investment in scientific and technological innovation,rural revitalization, rural assistance, industry-university-research training, functional game development, employee developmentplan and other directions, so as to firmly shoulder its social responsibilities. Going forward, the Company will continue to stick to itscontent baseline, further give play to its advantages, serve society with its professional ability, practice corporate socialresponsibilities, and share the development achievements with society to the greatest extent.(III) Possible Risks and Countermeasures
1. Changes in industry policies, risks of violation and countermeasures
In recent years, the authority in charge has attached great importance to the development of game industry, made a series ofmajor decisions and arrangements and issued a series of policies and regulations to guide the industry to develop in a standardizedand healthy way. For example, clear new standards and requirements have been put forward for protection of minors and anti-addiction of online games. Further strict management measures have been taken to promote standardized management of gameindustry. At the same time, information security and protection of users' privacy have drawn much attention from the society. Inthe long term, the regulation of the online game industry is becoming more and more standardized, which is conducive to thehealthy development of the industry. The enterprises with standardized operation will benefit from it. However, in the future, if theCompany fails to make corresponding adjustments timely in accordance with changes in industry policies or has a deviation inunderstanding management regulations in its operation, there may be a risk that the Company will be punished by relevantdepartments or the works will not go online as planned, which will have a significant negative impact on the Company's businessdevelopment and brand image. In this regard, the Company will strictly abide by various industry policies, rules and regulations,actively implement relevant requirements for industry development, establish an internal sound quality management and controlmechanism, strengthen industry policy risk management capability, and fully reduce and avoid the business risks caused by changesin industry policies.
2. Market competition risks and countermeasures
The online game industry is facing increasingly fierce competition as it gradually matures. At the same time, online game usersare maturing with higher quality demand for game products. The industry is characteristic of fast product transition, limitedproduct life cycle and volatile player preferences, among others. Intense market competition will challenge the Company’sdevelopment in terms of products and market channels.
In response, the Company will continue to implement the strategy of "boutiqueization, diversification and globalization". Onthe one hand, it will strengthen its core competitiveness of its own business, pay continuous attention to self-research investment,carry out R&D and innovation in product creativity, gameplay, theme, art and technology, and keep up with industry technologydevelopment trend; at the same time, it will maintain close cooperation with excellent developers to guarantee the supply ofquality products, and continue to expand game categories through independently-developed and agency games to deepen thecompetitive edge of "integration of R&D and operation". Meanwhile, the Company will speed up the pace of exporting, give fullplay to the edges of it in overseas markets, face diversified operations of overseas markets, deepen the cultivation of key markets,and broaden the categories of games and increase market share. In addition, the Company will dig deeper into operational data,and timely adjust operational and R&D strategies, to meet the core demands of users, further play the role of new ideas of digitalmarketing operation, deepen the business strategy of multi-channel marketing and long-term service, and continuously enhancecore competitiveness in the market.Facing the current industrial competition pattern, the top-performing enterprise has obvious edges in technology R&D ability,channel operation ability, product promotion ability, user scale and market share. The Company will continue to consolidate andcement its competitive edges, actively respond to changes in the industry, reduce market competition risks and seize marketopportunities.
3. Risks of core personnel turnover and countermeasures
A stable and high-quality talent team is an important guarantee for the Company to maintain its core competitive advantage.If the Company fails to effectively build a core talent team, give reasonable incentives and manages the core personnel, theemployees’ enthusiasm and creativity will be affected, which will have an adverse impact on the Company’s core competitiveness.
In response, much attention has been attached to cultivation and acquisition of professional talents. The Company creativelybuilds a platform-based talent management mechanism, according to which excellent game producers are rewarded with projectbonus, and given discretion of research and project concept creation. In order to attract and retain outstanding managementtalents and business elites, the Company has reformed the project mechanism, shortened the review cycle and establisheddiversified objectives, so as to stimulate the innovative vitality of employees. In terms of employee performance management, theCompany has set up diversified KPIs based on employees' contribution and ability, as well as reasonable team objectives andinnovative incentive activities to encourage employees’ creativity, so as to increase the attractiveness to core staffs and R&Dpersonnel.
In addition, the Company cares about the long-term development of employees. The Company has established “37 InteractiveEntertainment Learning and Development Center” to provide sufficient training and learning opportunities for employees and helpthem grow rapidly. The Company actively carried out training for newcomers and professional abilities such as "MarathonLeadership Training Camp", "Huangpu New Army", "X+ Plan" and "37TALK", promoted talent upgrading to meet the needs ofbusiness upgrading, paid attention to internal sharing, established a team of internal professional lecturers among employees,spread culture of sharing, built a talent echelon and upgraded talent development system.
Centering on the cultural concept of "health, happiness and sustainability", the Company upgraded colorful welfare system,strengthened humanistic care and promoted retention of talents. The colorful welfare system encompasses interest-free loan, lovefund, commercial insurance and employee health management. During the Reporting Period, the Company also launched the“Newborn Initiative”, under which a childbirth fund of RMB20,000 per child will be granted to officially employed staff with aservice tenure of two years or more, further enhancing talent care and incentive measures. In addition, seasonal activities onholidays, annual physical examination, singles' fellowship, "Family Day", "Boss Face-to-Face", "37 Battle Talk", "Carnival", “Healthy37ers” and other thematic activities were regularly held. Inter-departments' team building promoted the connection betweenemployees and their friends, relatives and colleagues. In addition, the Company has established recreational clubs for employees,
covering “Super Runners”, e-sports, table games, dancing, badminton, footfall and yoga, created cultural atmosphere that meetsthe characteristics of the younger generation, strengthened employees' sense of belonging, balanced employees' work and life, andtook care of employees' physical and mental health in various forms.
4. Technology iteration and innovation risk and countermeasures
The game industry has seen rapid technology iteration and faster changes in cutting-edge technologies, and demand for newtypes of products has emerged among young users. Against this backdrop, if a game company fails to grasp the industrydevelopment trend in a forward-looking manner and promptly innovate its technology and products, its R&D and application of keytechnologies will be outdated, resulting in the risk of products falling behind the market.
In response, the Company continued to focus on changes in the industry's cutting-edge technologies. First, it closely followedindustry changes and probed into cutting-edge technologies through investment layout to maintain sensitive to leadingtechnologies. Second, it intensified the incubation of internal technologies, valued investment in self-developed games, improvedself-development system, established an effective R&D system framework, and introduced diversified incentives to encourageemployees to explore new technologies. By taking these actions, the Company has reserved technologies and products for theindustry development trend.
5. Risk associated with being investigated by the China Securities Regulatory Commission with no clear conclusion yet
On 27 June 2023, the Company, Mr. Li Weiwei (the actual controller and Chairman of the Board of the Company), and Mr.Zeng Kaitian (the Vice Chairman of the Board of the Company) received the "Notification of the China Securities RegulatoryCommission on Case Filing" (CSRC Case No. 03720230061, No. 03720230062, No. 03720230063) from the said commission(hereinafter referred to as the "CSRC") respectively. For suspected information disclosure violations, according to the Securities Lawof the People's Republic of China, the Law of the People's Republic of China on Administrative Penalties and other applicable lawsand regulations, the CSRC decided to file a case against the Company, Li Weiwei and Zeng Kaitian.
During the period of investigation, the Company will actively cooperate with the CSRC’s investigation and fulfil its informationdisclosure obligations in strict accordance with applicable laws, regulations and regulatory requirements.IX Communications with the Investment Community such as Researches, Inquiries andInterviews during the Reporting Period
? Applicable □ Not applicable
| Date | Place | Way of communication | Type of the communication party | Communication party | Main discussions and materials provided by the Company | Index to the relevant information |
| 7 May 2024 | Online meeting | Online communication via an Internet platform | Other | Investors at the Company’s 2023 Annual Report Online Roadshow through the Quanjing platform | About the Company’s fundamentals | Log Sheet of Investor Relations Activities (No. 2024-001) |
| 19 June 2024 | Hong Kong | Other | Institution | Institutional investors | About the operations and outlook of the Company | Log Sheet of Investor Relations Activities (No. 2024-002) |
X Development and Implementation of Market Value Management System and ValuationEnhancement PlanIndicate whether the Company has developed a market value management system.? Yes □ NoThe Company's market value management system is aimed to regulate the Company's market value management activities,safeguard the legitimate rights and interests of the Company and investors, enhance the Company's investment value, andincrease investor returns. The main contents include the goals and basic principles, organs and responsibilities, plans andmethods of market value management, etc.Indicate whether the Company has disclosed any valuation enhancement plan.
□ Yes ? No
Part IV Corporate GovernanceI Corporate Governance OverviewThe Company has been improving its corporate governance structure in strict accordance with the Company Law, theSecurities Law, the Stock Listing Rules of the Shenzhen Stock Exchange, Guideline No. 1 of the Shenzhen Stock Exchange for Self-regulation of Listed Companies—Operation Standards for Main Board Listed Companies and other applicable laws and regulations,as well as the Company’s Articles of Association. It has established a sound and strict system for functioning of the general meetingof shareholders, the Board of Directors and the Supervisory Committee. Meanwhile, the Company has also put in place soundinternal management and control systems to further improve its corporate governance. During the Reporting Period, in accordancewith applicable laws and regulations and the Company's actual situation, the Company revised the Articles of Association, Rules ofProcedure for General Meetings of Shareholders, Rules of Procedure for the Board of Directors, Rules for Independent Directors,and Measures for the Administration of Raised Funds, as well as formulated the Special Meeting System for Independent Directors,Rules for the Appointment of Accounting Firm, Work Rules for the Audit Committee, Work Rules for the Strategy Committee, WorkRules for the Nomination Committee, and Work Rules for the Remuneration and Appraisal Committee to further promotecompliance in the Company's operation, safeguard the legitimate rights and interests of the Company and its shareholders,establish and improve internal management mechanisms, and promote the healthy and sustainable development of the Company.In the Reporting Period, the Company carried out operations and discloses information in compliance with standards, the decision-making procedures for operation and management were compliant and effective, and its actual situation of corporate governancemet the relevant requirements of the normative documents on the governance of listed companies issued by the China SecuritiesRegulatory Commission.(I) Shareholders and general meeting of shareholdersThe Company convenes and holds general meetings of shareholders in strict accordance with the Company Law, the SecuritiesLaw, the Rules Governing the Listing of Shares on Shenzhen Stock Exchange, the Company’s Articles of Association, the Rules ofProcedure for General Meetings of Shareholders and other relevant laws and regulations, and engages lawyers to attend aswitnesses, to ensure that all shareholders, especially minority shareholders, enjoy equal status and fully exercise their rights.(II) The controlling shareholder and the CompanyThe Company has an independent business system and is able to operate on its own. The Company and its controllingshareholder are independent of each other in terms of business, personnel, assets, organization and finance. The Board ofDirectors, the Supervisory Committee and the internal management bodies of the Company operate independently according tothe rules of procedure and the Company's systems. The controlling shareholder of the Company strictly regulates his behaviors,and, through the general meetings of shareholders, exercises his rights as an investor. He has not directly or indirectly intervenedthe Company's decisions or operating activities without holding a general meeting of shareholders. The controlling shareholderdoes not have any occupation of the Company's funds, nor does Company provides any guarantee for the controlling shareholderor any of his related parties.(III) Directors and the Board of DirectorsThe Company elects directors in strict accordance with the applicable laws and regulations, as well as the Company’s Articlesof Association. At the end of the Reporting Period, there were nine members in the Company’s Board of Directors, including fourindependent directors. The number of members of and composition of the Company's Board of Directors complies with relevantrequirements of laws and regulations. All directors of the Company do their jobs earnestly according to the laws, regulations,
Guideline No. 1 of the Shenzhen Stock Exchange for Self-regulation of Listed Companies—Operation Standards for Main BoardListed Companies, the Articles of Association, the Company's Rules of Procedure for the Board of Directors, the Rules forIndependent Directors, etc., attend meetings of the Board of Directors and the general meeting of shareholders on time, activelyparticipate in training, study relevant laws and regulations, and earnestly perform their duties as directors honestly, diligently andconscientiously. The independent directors of the Company have maintained full independence in their work, actively participatedin the meetings of the Board of Directors, and carefully deliberated on proposals, so as to effectively safeguard the interests of theCompany and its minority shareholders. Under the Board of Directors, there are four special committees, i.e. the Audit Committee,the Compensation and Appraisal Committee, the Nomination Committee and the Strategy Committee, which play an importantrole in promoting the standardized operation and sound and sustainable development of the Company.(IV) Supervisors and the Supervisory CommitteeThe Company elects supervisors in strict accordance with the relevant provisions of the laws, regulations, the Company’sArticles of Association, the Rules of Procedure for General Meetings of Shareholders, the Rules of Procedure for the SupervisoryCommittee, etc. At the end of the Reporting Period, the Supervisory Committee consisted of three supervisors, including twoemployee supervisors elected by the Employees' Congress of the Company. The number of members of and composition of theCompany's Supervisory Committee complies with the requirements of laws, regulations and the Company’s Articles of Association.In accordance with the requirements of laws, regulations, the Rules of Procedure for the Supervisory Committee, etc., to protectthe interests of shareholders, all supervisors of the Company earnestly perform their duties, supervises the financial affairs of theCompany as well as the legality and compliance of the performance of duties by directors and senior managers of the Company,and safeguards the legitimate rights and interests of the Company and its shareholders loyally and diligently.
(V) Information disclosure and transparencyThe Company fulfills its information disclosure obligations in strict accordance with relevant laws and regulations as well as theMeasures for the Management of Information Disclosure by Listed Companies. The Company can disclose information in a truthful,accurate, complete and timely manner without false records, misleading statements or material omissions. Meanwhile, it hasdesignated China Securities Journal, Shanghai Securities News, Securities Times, Securities Daily and www.cninfo.com.cn as thenewspapers and website for its information disclosure, thus ensuring that all investors have equal access to corporate information,enhancing the transparency of the Company and effectively protecting the right to know of minority investors.(VI) StakeholdersWhile maintaining its steady development and maximizing shareholders' interests, the Company actively concerns itself withthe welfare, undertakings for the public good and other issues of the region where it is located, attaches importance to socialresponsibilities, fully respects and safeguards the lawful interests of employees, creditors and other stakeholders, and strengthenscommunication and cooperation with all parties to promote its sustainable and sound development with them.(VII) The Company and investorsIn accordance with the provisions of the Investor Relations Management System, the Company has strengthened investorrelations management, and expressly specified the Board Secretary as the person in charge of investor relations management, whoorganizes and implements the daily management of investor relations. During the Reporting Period, the Company strengthened itscommunication with investors through the online briefing on its annual report, answering investors’ phone calls, online interactions,on-site surveys and other means.(VIII) Internal audit systemThe Company has put in place an internal audit system, set up an Internal Audit Department and employed full-time auditors,
who audit and supervise the quality of economic operations, economic benefits, internal control system and implementation, useof expenses and assets of the Company and its subsidiaries under the leadership of the Audit Committee of the Board of Directors.
(IX) Protection of legitimate rights and interests of shareholdersThe Company protects the rights of shareholders in accordance with law, attaches importance to reasonable investmentreturns for shareholders, and expressly prescribes the profit allocation policies in the Company's Articles of Association, especiallythe cash dividend policies. Thus, its profit distribution policies have been continuous and stable, with the long-term interests of theCompany, the overall interests of all shareholders and the sustainable development of the Company taken into account.
Indicate whether the actual situation of corporate governance significantly deviates from the laws, administrative regulations andregulations issued by the China Securities Regulatory Commission on listed company governance.
□ Yes ? No
No such cases.II Independence of the Company from the Controlling Shareholder and Actual Controller inTerms of Assets, Personnel, Finance, Structure and Business
The Company and its controlling shareholder are independent of each other in terms of business, personnel, assets,organization and finance. It has an independent and complete business system and is able to operate on its own.
1. Independence of business
The Company is an enterprise legal person engaged in production and operation independently, owns independent andcomplete R&D, purchasing and sales systems, an independent and complete business system and the ability to operateindependently in the market. It does not reply on its shareholders or any other related party, and there is no horizontal competitionbetween the Company and its controlling shareholder, who has not directly or indirectly intervened in the operations of Company.
2. Independence of personnel
The Company's senior management, including its General Manager, Deputy General Manager, Board Secretary and ChiefFinancial Officer, and its core technical personnel all work at the Company on a full-time basis and receive remunerations. They donot hold any administrative position at or receive salary from the corporate shareholders; the directors, supervisors and seniormanagement of the Company are all selected in strict accordance with the relevant provisions of the Company Law and theCompany's Articles of Association. The controlling shareholder has not made decisions on appointment and removal by bypassingthe general meetings of shareholders, the Board of Directors and the Supervisory Committee of the Company. The employees ofthe Company are independent of its corporate shareholders and related parties, and the Company implements independent labor,personnel and salary management systems.
3. Independence of assets
The ownership of assets of the Company, its controlling shareholder and major shareholders is clear, and its controllingshareholder and major shareholders have not illegally occupied or used the Company's funds, assets or other resources. TheCompany independently owns all of its land use rights, real estate, machinery and equipment, trademarks, patents, proprietarytechnologies and other assets, and does not rely on the assets of shareholders for production and operation. The Company has fullright to control and dispose of all of its assets.
4. Independence of structure
The Company has established and improved the general meetings of shareholders, the Board of Directors, the SupervisoryCommittee, the management team headed by the General Manager and some other bodies, as well as the corresponding rules forthe general meetings of shareholders, the Board of Directors and the Supervisory Committee and the Work Rules for the GeneralManager, thus creating a sound corporate governance structure; each functional department operates independently according tothe prescribed responsibilities; there is no superior-subordinate relationship between the functional departments of the Companyand its corporate shareholders or their functional departments, and no corporate shareholder has intervened in the establishmentor operation of the Company's organizational structure.
5. Independence of finance
The Company has an independent financial department, an independent accounting system and an independent financialmanagement system, and independently makes financial decisions; the Company has opened bank accounts independently anddoes not share bank accounts with its corporate shareholders. The Company files taxes and performs tax payment obligationsindependently in accordance with the law. None of its corporate shareholders and other related parties have illegally occupied orused the Company's monetary funds or other assets; the Company signs external contracts independently.
III Horizontal Competition
□ Applicable ? Not applicable
IV Annual and Extraordinary General Meetings of Shareholders Convened during the ReportingPeriod
1. General Meetings of Shareholders Convened during the Reporting Period
| Meeting | Type | Investor participation ratio | Date of the meeting | Date of disclosure | Resolutions of the meeting |
| The First Extraordinary General Meeting of Shareholders of 2024 | Extraordinary General Meeting of Shareholders | 46.61% | 12 January 2024 | 13 January 2024 | Announcement on Resolutions of the First Extraordinary General Meeting of Shareholders of 2024 (Announcement No. 2024-003), disclosed on www.cninfo.com.cn |
| The 2023 Annual General Meeting of Shareholders | Annual General Meeting of Shareholders | 46.32% | 10 May 2024 | 11 May 2024 | Announcement on Resolutions of the 2023 Annual General Meeting of Shareholders (Announcement No. 2024-041), disclosed on www.cninfo.com.cn |
2. Extraordinary General Meetings of Shareholders Convened at the Request of Preferred Shareholders withResumed Voting Rights
□ Applicable ? Not applicable
V Directors, Supervisors and Senior Management
1. General Information
| Name | Gender | Age | Office title | Incumbent/Former | Start of tenure | End of tenure | Beginning shareholding (share) | Increase in the period (share) | Decrease in the period (share) | Other increase/decrease (share) | Ending shareholding (share) | Reasons for share changes |
| Li Weiwei | Male | 47 | Chairman of the Board | Incumbent | 20 January 2015 | 23 March 2025 | 323,228,319 | 323,228,319 | ||||
| Zeng Kaitian | Male | 49 | Vice Chairman of the Board | Incumbent | 5 July 2019 | 23 March 2025 | 245,344,374 | 1,129,700 | 246,474,074 | Voluntary increase in shareholding | ||
| Hu Yuhang | Male | 48 | Vice Chairman of the Board | Incumbent | 16 September 2020 | 23 March 2025 | 201,597,684 | 201,597,684 | ||||
| Xu Zhigao | Male | 46 | General Manger | Incumbent | 23 May 2023 | 23 March 2025 | 36,453,903 | 2,543,071 | 38,996,974 | Voluntary increase in shareholding | ||
| Yang Jun | Male | 45 | Director and Deputy General Manager | Incumbent | 20 January 2015 | 23 March 2025 | 2,100,000 | 2,100,000 | ||||
| Liu Jun | Male | 44 | Director and Deputy General Manager | Incumbent | 24 March 2022 | 23 March 2025 | 5,296,801 | 5,296,801 | ||||
| Li Yang | Male | 56 | Independent Director | Incumbent | 24 December 2019 | 23 March 2025 | ||||||
| Ye Xin | Male | 49 | Independent Director | Incumbent | 24 December 2019 | 23 March 2025 | ||||||
| Lu Rui | Male | 49 | Independent Director | Incumbent | 24 March 2022 | 23 March 2025 | ||||||
| Tao Feng | Male | 44 | Independent Director | Incumbent | 24 March 2022 | 23 March 2025 | ||||||
| He Yang | Male | 43 | Chairman of the Supervisory Committee | Incumbent | 27 December 2018 | 23 March 2025 | ||||||
| Cheng Lin | Female | 42 | Supervisor | Incumbent | 27 November 2015 | 23 March 2025 | ||||||
| Liu Fengyong | Female | 47 | Supervisor | Incumbent | 20 January 2015 | 23 March 2025 | ||||||
| Zhu Huaimin | Male | 42 | Deputy General Manager | Incumbent | 21 January 2019 | 23 March 2025 | ||||||
| Ye Wei | Male | 41 | Chief Financial | Incumbent | 12 October | 23 March |
| Officer and Board Secretary | 2016 | 2025 | ||||||||||
| Total | -- | -- | -- | -- | -- | -- | 814,021,081 | 3,672,771 | 0 | 0 | 817,693,852 | -- |
Note: The term of office of the Company's sixth Board of Directors and Supervisory Committee expired on 23 March 2025. Inview of the fact that the nomination of candidates for the new Board of Directors and Supervisory Committee is still in progress,in order to ensure the continuity and stability of the Board of Directors, the Supervisory Committee, the annual report and otherrelated work, the re-election of the Board of Directors and Supervisory Committee will be duly postponed, and the term of officeof the Board of Directors' specialized committees and senior management will also be postponed accordingly. Before thecompletion of the re-election, the company's sixth Board of Directors and its specialized committees, the sixth SupervisoryCommittee and senior management will continue to perform their respective duties and obligations in accordance with laws,regulations and the provisions of the Company's Articles of Association.Indicate whether any director, supervisor or senior management resigned before the expiry of their tenures during the ReportingPeriod.
□ Yes ? No
Changes of directors, supervisors and senior management:
□ Applicable ? Not applicable
2. Biographical Information
Professional backgrounds, major work experience and current posts in the Company of the incumbent directors, supervisors andsenior management:
Mr. Li Weiwei was born in 1977. Mr. Li is a member of the CPC and has no right of permanent residence in a foreign country.He has received an EMBA degree from Cheung Kong Graduate School of Business and a Doctor of Business Administrationdegree from Singapore Management University. From August 2000, he worked for Shenzhen Zhuanjia Network Technology Co.,Ltd., then Shenzhen Quanzhi Information Technology Co., Ltd. and then Guangzhou Haiyan Network Technology Co., Ltd. FromOctober 2011 to 18 March 2015, he served as Executive Director and General Manager of 37 Interactive Entertainment(Shanghai) Technology Co., Ltd. On 20 January 2015, he became Vice Chairman of the Third Board of Directors of Wuhu 37Interactive Entertainment Network Technology Group Co., Ltd. On 24 August 2015, he was also appointed General Manager ofthe Company. On 21 January 2019, he became Chairman of the Boarder of Directors and General Manager of the Company. Mr.Li is currently Chairman of the Board of 37 Interactive Entertainment Network Technology Group Co., Ltd.Mr. Zeng Kaitian, Han nationality, was born in 1975. Mr. Zeng is of Chinese nationality and has no right of permanentresidence in a foreign country. He received an EMBA degree from China Europe International Business School. He is a co-founderof 37 Interactive Entertainment (Shanghai) Technology Co., Ltd. In October 2011, he became Director of 37 InteractiveEntertainment (Shanghai) Technology Co., Ltd., overseeing the overseas publishing of the company's online game business. On 5July 2019, he became Director of Wuhu 37 Interactive Entertainment Network Technology Group Co., Ltd. Mr. Zeng is currentlyVice Chairman of the Board of 37 Interactive Entertainment Network Technology Group Co., Ltd.
Mr. Hu Yuhang, Han nationality, was born in 1976. He graduated from Lanzhou University and received an EMBA degreefrom Cheung Kong Graduate School of Business. He has no right of permanent residence in a foreign country. Mr. Hu becamePresident of 37 Interactive Entertainment in October 2013 in charge of the strategic planning and day-to-day management of 37Games, an R&D brand of 37 Interactive Entertainment. He is a seasoned expert in game R&D management and has richexperience in game R&D and project management. On 16 September 2020, he became Director of Wuhu 37 Interactive
Entertainment Network Technology Group Co., Ltd.. Mr. Hu is currently Vice Chairman of the Board of 37 InteractiveEntertainment Network Technology Group Co., Ltd.Mr. Xu Zhigao was born in 1978. Mr. Xu is a member of the CPC, with a bachelor’s degree from Sun Yat-Sen University, andhas no right of permanent residence in a foreign country. With more than a decade of experience in Mobile Internet, Mr. XuZhigao successively founded several Internet enterprises, and entered the industry of mobile games in 2012; in 2014, he joined37 Interactive Entertainment, holding the post of the President of the branch company Guangzhou 37 Network Technology Co.,Ltd., and taking charge of establishing the mobile-game-publishing team of the Company and developing its mobile-game-publishing business, and now, he assumes the post of the President of 37Mobile; since 23 May 2023, he has assumed the officeof the General Manager of 37 Interactive Entertainment Network Technology Group Co., Ltd.
Mr. Yang Jun, born in 1979, is a member of the CPC and has no right of permanent residence in a foreign country. He hasreceived a master's degree in corporate management and is working on a Doctor of Business Administration program at theCheung Kong Graduate School of Business .He is a Chinese certified public accountant. From June 2006 to April 2012, he workedfor Deloitte Touche Tohmatsu (special general partner) as the Manager of the Audit Department. From April 2012 to present, heserved as CFO of 37 Interactive Entertainment (Shanghai) Technology Co., Ltd. On 20 January 2015, he became Director andDeputy General Manager of Wuhu 37 Interactive Entertainment Network Technology Group Co., Ltd. He is currently Director andDeputy General Manager of 37 Interactive Entertainment Network Technology Group Co., Ltd.Mr. Liu Jun was born in 1980, with Chinese nationality, and has no right of permanent residence in a foreign country. Atpresent, Mr. Liu Jun holds the offices of a Vice President of the 37 Interactive Entertainment Group, and a Senior Vice Presidentof 37Mobile, in charge of overseas cooperation business; since 24 March 2022, he has assumed the posts of a Director and aDeputy General Manager of 37 Interactive Entertainment Network Technology Group Co., Ltd.; now, he is a Director and aDeputy General Manager of 37 Interactive Entertainment Network Technology Group Co., Ltd.
Mr. Li Yang, Han nationality, was born in 1968. He is of Chinese nationality and has no right of permanent residence in aforeign country. He received an LL.B. from Zhongnan University of Economics and Law and an LL.M. and a J.D. from PekingUniversity and completed a postdoctoral research program in laws at Wuhan University. He is a certified Independent Director.Since December 2020, he has been serving as Professor and Doctorate Supervisor of the Civil, Commercial and Economic LawSchool of China University of Political Science and Law, with concurrent roles as Member of the Academic Committee of theIntellectual Property Law Association of China Law Society, Guest Consultant (the Fifth Session) of the Supreme People’s Court,and Hearing Officer of The Supreme People’s Procuratorate, among other roles. On 24 December 2019, he became IndependentDirector of Wuhu 37 Interactive Entertainment Network Technology Group Co., Ltd. Mr. Li is currently Independent Director of37 Interactive Entertainment Network Technology Group Co., Ltd.
Mr. Ye Xin, Han nationality, was born in 1975. He is of Chinese nationality and has no right of permanent residence in aforeign country. He received a bachelor's degree in accounting from Xi'an Jiaotong University, a Master of Management degreefrom Xi'an University of Technology and an EMBA degree from Guanghua School of Management, Peking University and CheungKong Graduate School of Business. He is a certified Independent Director. From 1995 to 2003, he worked at the Civil AviationAdministration of China. From 2003 to 2005, he served as Deputy General Manager of Tsinghua Unisplendour VentureInvestment Co., Ltd. From 2005 to 2015, he served as Director, Deputy General Manager, Board Secretary and General Managerof Shenzhen Coship Electronics Co., Ltd.. From 2016 to present, he was General Manager of Tianshi Fund Management(Shenzhen) Co., Ltd. And since 12 July 2021, he has been acting as Executive Director of Huili Resources. On 24 December 2019,he became Independent Director of Wuhu 37 Interactive Entertainment Network Technology Group Co., Ltd. Mr. Ye is currentlyIndependent Director of 37 Interactive Entertainment Network Technology Group Co., Ltd.
Mr. Lu Rui, Han nationality, was born in 1975, with Chinese nationality, and has no right of permanent residence in a foreigncountry. In 2006, he graduated from Accounting Department, Sun Yat-Sen University where he obtained the Doctor’s degree inManagement Science, and he has become a leading accounting talent nationwide. At present, he is a Professor and a DoctoralSupervisor in the Accounting Department, School of Business, Sun Yat-sen University. From July 1996 to August 2003, he servedsuccessively as a Teaching Assistant and a Lecturer in the Department of Finance and Accounting, Guangzhou Finance and TradeManagement Cadre Institute; from July 2006 to December 2008, he worked as a Lecturer at Lingnan (University) College, SunYat-sen University; from January 2009 to June 2016, he was an Associate Professor at Lingnan (University) College, Sun Yat-senUniversity; from July 2016 to December 2021, he became a Professor and a Doctoral Supervisor at Lingnan (University) College,Sun Yat-sen University; since January 2022, he has served as a Professor and a Doctoral Supervisor at School of Business, Sun Yat-sen University. From April 2010 to July 2018, he was an Independent Director of Guangzhou GCI Science & Technology Co. Ltd.;from July 2011 to January 2017, he was an Independent Director of Guangzhou Haozhi Industrial Co., Ltd.; from January 2015 toMay 2019, he was an Independent Director of Xilong Scientific Co., Ltd; from December 2015 to October 2021, he was anIndependent Director of Foshan Electrical and Lighting Co., Ltd.; from April 2015 to December 2018, he was an IndependentDirector of Guangzhou Huayuan Landscape Architecture Co., Ltd.; from April 2016 to March 2019, he was an IndependentDirector of Youmi Technology Co., Ltd.; from January 2017 to March 2021, he concurrently held the posts of a Director and theGeneral Manager of Sun Yat-sen University Zijing Education Co., Ltd., Guangzhou; from August 2019 to October 2021, he was anIndependent Director of Huabang Construction and Investment Group Co., Ltd.; from September 2019 to September 2022, hewas an Independent Director of Shenzhen Kingsino Technology Co., ltd.; from May 2017 to May 2023, he was an IndependentDirector of Guangzhou Goaland Energy Conservation Tech Co., Ltd.; Since April 2019, he has been an Independent Director ofBank of Guangzhou Co., Ltd.; Since May 2020, he has been an Independent Director of PSBC Consumer Finance Co., Ltd.; SinceNovember 2021, he has been an Independent Director of Guangzhou Resource Environmental Protection Technology Co., ltd.;Since 24 March 2022, he has served as an Independent Director of 37 Interactive Entertainment Network Technology Group Co.,Ltd.; at present, he assumes the post of an Independent Director of 37 Interactive Entertainment Network Technology Group Co.,Ltd.
Mr. Tao Feng, Han nationality, was born in 1980, with Chinese nationality, and has no right of permanent residence in aforeign country. He received the Doctor’s degree in Industrial Economics from Jinan University, and has obtained theIndependent Director Qualification Certificate. From March 2013 to April 2014, he was engaged in the scientific research in thedirection of Industrial Economics at University of California, Irvine in the United States; since July 2009, he has successively heldposts, such as Deputy Director of Institute of Industrial Economics, at Jinan University, and at present, he assumes the posts ofthe Director of Institute of Industrial Economics, Jinan University, a Deputy Director of “the Belt and Road Initiative” and theGuangdong-Hong Kong-Macao Greater Bay Area Research Institute, the Chief Expert of JNU’s Urban High-Quality DevelopmentResearch Think Tank, a Doctoral Supervisor, the Executive Dean of the School of Private Economy, Director of the GuangdongIndustrial Development and Guangdong-Hong Kong-Macao Regional Cooperation Research Center, and the Director of theGuangdong-Hong Kong-Macao Greater Bay Area Modern Industrial System Research Center. Since 2020, he has held concurrentposts of an Executive Director of the China Society of Industrial Economics and the Vice Chairman of the Guangdong EconomicSociety; from February 2021 to June 2023, he was an Independent Director of Guangxi Bossco Environmental ProtectionTechnology Co., Ltd.; since 17 May 2024, he has served as an Independent Director of Guangdong Baolihua New Energy Stock Co.,Ltd.; since 24 March 2022, he has served as an Independent Director of 37 Interactive Entertainment Network Technology GroupCo., Ltd.; at present, he assumes the post of an Independent Director of 37 Interactive Entertainment Network TechnologyGroup Co., Ltd.
Mr. He Yang, Han nationality, was born in 1981. He is of Chinese nationality and has no right of permanent residence in aforeign country. He received an MBA degree from University of Electronic Science and Technology of China. From June 2012 toJuly 2014, he was Deputy General Manager of Chengdu 37Wan Network Technology Co., Ltd.. In July 2014, he became Director
and General Manager of Jiangsu Aurora Network Technology Co., Ltd. In December 2018, he became Employee Supervisor of theFourth Supervisory Committee of Wuhu 37 Interactive Entertainment Network Technology Group Co., Ltd. In January 2019, hebecame Chairman of the Supervisory Committee of Wuhu 37 Interactive Entertainment Network Technology Group Co., Ltd. Mr.He is currently Chairman of the Supervisory Committee of 37 Interactive Entertainment Network Technology Group Co., Ltd.Ms. Cheng Lin, Han nationality, was born in 1982. She is of Chinese nationality and has no right of permanent residence in aforeign country. She is working on an EMBA program at Lingnan College, Sun Yat-sen University. From 2011 to 2016, she wasDirector of Public Affairs of 37 Interactive Entertainment (Shanghai) Technology Co., Ltd. She is currently Shareholder Supervisorof 37 Interactive Entertainment Network Technology Group Co., Ltd.
Ms. Liu Fengyong, Han nationality, was born in 1977. She is of Chinese nationality, a member of the CPC, and a bachelor’sdegree holder. And she has no right of permanent residence in a foreign country. From July 2000 to September 2005, sheworked for Guangzhou Pearl River Piano Group Co., Ltd. as a Legal Specialist. From November 2005 to August 2012, she wasLegal Director of Guangzhou Rockmobile Network Co., Ltd. In August 2012, she became Legal Manager of 37 InteractiveEntertainment (Shanghai) Technology Co., Ltd. In January 2015, she became Employee Supervisor of the Third SupervisoryCommittee of Wuhu 37 Interactive Entertainment Network Technology Group Co., Ltd. And in January 2017, she becameEmployee Supervisor of the Fourth Supervisory Committee of Wuhu 37 Interactive Entertainment Network Technology GroupCo., Ltd. She is currently Employee Supervisor of 37 Interactive Entertainment Network Technology Group Co., Ltd.Mr. Zhu Huaimin, Han nationality, was born in 1982. He is of Chinese nationality and has no right of permanent residence ina foreign country. He holds an EMBA degree of China Europe International Business School. From July 2004 to July 2008, heworked for Beijing Sina Internet Information Service Co., Ltd. From August 2008 to December 2009, he was Technical Manager ofMolihe Network Technology (Beijing) Co., Ltd. In October 2011, he joined 37 Interactive Entertainment (Shanghai) TechnologyCo., Ltd., serving as Vice President of Technology. On 21 January 2019, he became Deputy General Manager of Wuhu 37Interactive Entertainment Network Technology Group Co., Ltd. Mr. Zhu is currently Deputy General Manager of 37 InteractiveEntertainment Network Technology Group Co., Ltd.Mr. Ye Wei was born in 1983. He is a member of the CPC and has no right of permanent residence in a foreign country. Hehas received a bachelor's degree, is a Certified Public Accountant in China, and is a Shenzhen Stock Exchange certified BoardSecretary. From August 2006 to July 2013, he was Audit Manager of Ernst & Young Guangzhou Office. From July 2013 to March2015, he was Chief Financial Officer of 37 Interactive Entertainment (Shanghai) Technology Co., Ltd. On 30 March 2015, hebecame Chief Financial Officer of Wuhu 37 Interactive Entertainment Network Technology Group Co., Ltd. On 6 January 2017, hebecame Chief Financial Officer and Secretary to the Fourth Board of Directors of Wuhu 37 Interactive Entertainment NetworkTechnology Group Co., Ltd. Mr. Ye is currently Chief Financial Officer and Board Secretary of 37 Interactive EntertainmentNetwork Technology Group Co., Ltd.Offices held concurrently in shareholding entities:
□ Applicable ? Not applicable
Offices held concurrently in other entities:
? Applicable □ Not applicable
| Name | Other entity | Office held in the entity | Start of tenure | End of tenure | Paid by the entity or not |
| Li Yang | the Civil, Commercial and Economic Law School of China University of Political Science and Law | Professor and Doctorate Supervisor | 1 December 2020 | Yes | |
| Ye Xin | Tianshi Fund Management (Shenzhen) Co., Ltd. | General Manager | 20 January 2016 | Yes | |
| Lu Rui | The School of Business of Sun Yat- | Professor and | 1 January 2022 | Yes |
| Sen University | Doctorate Supervisor | ||||
| Tao Feng | The Institute of Industrial Economics of the Jinan University | Dean and Doctorate Supervisor | 1 January 2020 | Yes | |
| Other information | Not applicable | ||||
Punishments imposed in the recent three years by the securities regulator on the incumbent directors, supervisors and seniormanagement as well as those who resigned in the Reporting Period:
□ Applicable ? Not applicable
3. Remuneration of Directors, Supervisors and Senior Management
Decision-making procedure, determination basis and actual payments of remuneration for directors, supervisors and seniormanagement:
(1) Procedure for determining the remunerations of directors, supervisors and senior management: The Remuneration andPerformance Assessment Committee of the Company's Board of Directors formulates the policy and plan for compensating theCompany's directors, supervisors and senior management. The remunerations of directors and supervisors are reviewed andapproved by the General Meeting of Shareholders. The remunerations of senior management are reviewed and approved by theBoard of Directors. The Human Resources and Finance Departments of the Company support the Remuneration and PerformanceAssessment Committee to implement the remuneration plan for the Company's directors, supervisors and senior management.
(2) Criteria for determining the remunerations of directors, supervisors and senior management: The remunerations ofdirectors and supervisors are determined based on the operational performance of the Company and the current marketconditions. The remunerations of senior management are determined according to the Company's relevant regulations, taking intoaccount the overall remuneration of the gaming industry and the remuneration of comparable companies with a similar businesssize, as well as the responsibilities and contributions of the senior management in the Company.
(3) Payment of remunerations of directors, supervisors and senior management: The remunerations of independentdirectors are paid semiannually to their personal accounts as scheduled. The remunerations of other directors, supervisors andsenior management are determined based on the results of their performance assessment and are paid monthly or as scheduled inthe remuneration payment system.Remuneration of directors, supervisors and senior management for the Reporting Period
Unit: RMB'0,000
| Name | Gender | Age | Office title | Incumbent/Former | Total before-tax remuneration from the Company | Paid by any related party or not |
| Li Weiwei | Male | 47 | Chairman of the Board | Incumbent | 1,380.09 | No |
| Zeng Kaitian | Male | 49 | Vice Chairman of the Board | Incumbent | 1,447.01 | No |
| Hu Yuhang | Male | 48 | Vice Chairman of the Board | Incumbent | 1,489.14 | No |
| Xu Zhigao | Male | 46 | General Manager | Incumbent | 924.38 | No |
| Yang Jun | Male | 45 | Director and Deputy General Manager | Incumbent | 1,304.06 | No |
| Liu Jun | Male | 44 | Director and Deputy General Manager | Incumbent | 907.82 | No |
| Li Yang | Male | 56 | Independent Director | Incumbent | 27 | No |
| Ye Xin | Male | 49 | Independent Director | Incumbent | 27 | No |
| Lu Rui | Male | 49 | Independent Director | Incumbent | 27 | No |
| Tao Feng | Male | 44 | Independent Director | Incumbent | 27 | No |
| He Yang | Male | 43 | Chairman of the Supervisory Committee | Incumbent | 221.35 | No |
| Cheng Lin | Female | 42 | Supervisor | Incumbent | 343.66 | No |
| Liu Fengyong | Female | 47 | Supervisor | Incumbent | 75.38 | No |
| Zhu Huaimin | Male | 42 | Deputy General Manager | Incumbent | 418.38 | No |
| Ye Wei | Male | 41 | Chief Financial Officer and Board Secretary | Incumbent | 498.66 | No |
| Total | -- | -- | -- | -- | 9,117.93 | -- |
Other information:
□ Applicable ? Not applicable
VI Duty Performance by Directors during the Reporting Period
1. Board Meetings Convened during the Reporting Period
| Meeting | Date of the meeting | Date of disclosure | Resolutions of the meeting |
| The 16th Meeting of the Sixth Board of Directors | 5 February 2024 | 6 February 2024 | Announcement on Resolutions of the 16th Meeting of the Sixth Board of Directors (Announcement No. 2024-010), disclosed on www.cninfo.com.cn |
| The 17th Meeting of the Sixth Board of Directors | 19 April 2024 | 20 April 2024 | Announcement on Resolutions of the 17th Meeting of the Sixth Board of Directors (Announcement No. 2024-020), disclosed on www.cninfo.com.cn |
| The 18th Meeting of the Sixth Board of Directors | 29 April 2024 | 30 April 2024 | Announcement on Resolutions of the 18th Meeting of the Sixth Board of Directors (Announcement No. 2024-035), disclosed on www.cninfo.com.cn |
| The 19th Meeting of the Sixth Board of Directors | 10 May 2024 | 11 May 2024 | Announcement on Resolutions of the 19th Meeting of the Sixth Board of Directors (Announcement No. 2024-042), disclosed on www.cninfo.com.cn |
| The 20th Meeting of the Sixth Board of Directors | 26 August 2024 | 27 August 2024 | Announcement on Resolutions of the 20th Meeting of the Sixth Board of Directors (Announcement No. 2024-053), disclosed on www.cninfo.com.cn |
| The 21st Meeting of the Sixth Board of Directors | 30 October 2024 | 31 October 2024 | Announcement on Resolutions of the 21st Meeting of the Sixth Board of Directors (Announcement No. 2024-062), disclosed on www.cninfo.com.cn |
2. Attendance of Directors at Board Meetings and General Meetings of Shareholders
| Attendance of directors at board meetings and general meetings of shareholders | |||||||
| Director | Total number of board meetings the director was supposed to attend | Board meetings attended on site | Board meetings attended by way of telecommunication | Board meetings attended through a proxy | Board meetings the director failed to attend | The director failed to attend two consecutive board meetings or not | General meetings of shareholders attended |
| Li Weiwei | 6 | 6 | 0 | 0 | 0 | No | 2 |
| Zeng Kaitian | 6 | 6 | 0 | 0 | 0 | No | 2 |
| Hu Yuhang | 6 | 6 | 0 | 0 | 0 | No | 2 |
| Yang Jun | 6 | 6 | 0 | 0 | 0 | No | 2 |
| Liu Jun | 6 | 6 | 0 | 0 | 0 | No | 2 |
| Li Yang | 6 | 0 | 6 | 0 | 0 | No | 2 |
| Ye Xin | 6 | 0 | 6 | 0 | 0 | No | 2 |
| Lu Rui | 6 | 0 | 6 | 0 | 0 | No | 2 |
| Tao Feng | 6 | 0 | 6 | 0 | 0 | No | 2 |
Explanation of why any director failed to attend two consecutive board meetings:
None.
3. Objections Raised by Directors on Matters of the Company
Indicate whether any directors raised any objections on any matter of the Company.
□ Yes ? No
No such cases in the Reporting Period.
4. Other Information about Duty Performance by Directors
Indicate whether any recommendations from directors were adopted by the Company.? Yes □ NoExplanation on adoption/rejection of recommendations of directors:
During the Reporting Period, all directors of the Company actively performed their duties in accordance with the CompanyLaw, the Securities Law and other laws and regulations, as well as the Articles of Association of the Company and other regulationsand requirements. They put forward relevant proposals on important operational matters of the Company in the light of the actualsituation of the Company. The Company listened carefully to the suggestions of the directors to ensure that the decision-makingwas scientific, timely and efficient, and that the interests of the listed Company and the shareholders were effectively safeguarded.
VII Duty Performance by Specialized Committees under the Board of Directors during theReporting Period
| Committee | Members | Number of meetings convened | Date of meeting | Topic of meeting | Substantial opinion and recommendations | Other information on duty performance | Particulars about objections (if any) |
| Audit Committee | Chairman: Lu Rui Other members: Li Weiwei and Tao Feng | 6 | 20 March 2024 | 1. The financial statements on which the independent auditor had issued the preliminary audit opinion were approved. 2. The Q4 2023 Work Summary and Q1 2024 Work Plan of the Internal Control and Audit Department was approved. 3. The 2023 Annual Work Summary and 2024 Annual Work Plan of the Internal Control and Audit Department was approved. | None | None | |
| 19 April 2024 | 1. The 2023 Annual Report was approved. 2. The 2023 Final Financial Accounts Report was approved. 3. The 2023 Internal Control Self-assessment Report was approved. 4. The Proposal on the Re-appointment of Accounting Firm was approved. 5. The 2023 Annual Special Report of the Internal Control and Audit Department on | None | None |
| Internal Control was approved. | |||||||
| 29 April 2024 | 1. The 2024 First Quarterly Report was approved. 2. The Q1 2024 Work Summary and Q2 2024 Work Plan of the Internal Control and Audit Department was approved. | ||||||
| 26 August 2024 | 1. The 2024 Interim Report was approved. 2. The Q2 2024 Work Summary and Q3 2024 Work Plan of the Internal Control and Audit Department was approved. 3. The 2024 Interim Special Report of the Internal Control and Audit Department on Internal Control was approved. | None | None | ||||
| 30 October 2024 | 1. The 2024 Third Quarterly Report was approved. 2. The Q3 2024 Work Summary and Q4 2024 Work Plan of the Internal Control and Audit Department was approved. | None | None | ||||
| 26 December 2024 | 1. The audit arrangements for the 2024 Annual Report were approved. | None | None | ||||
| Remuneration and Appraisal Committee | Chairman: Ye Xin Other members: Zeng Kaitian and Lu Rui | 1 | 19 April 2024 | 1. The Proposal on Adjusting Independent Directors' Allowances was approved. | None | None | |
| Nomination Committee | Chairman: Li Yang Other members: Li Weiwei and Tao Feng | 1 | 19 April 2024 | 1. The Proposal on Adjusting the Members of the Audit Committee of the Board of Directors was approved. | None | None | |
| Strategy Committee | Chairman: Li Weiwei Other members: Yang Jun and Ye Xin | 4 | 19 April 2024 | 1. The 2023 Final Dividend Plan was approved. 2. The Proposal on the Shareholder Return Plan for the Next Three Years (2024-2026) was approved. | None | None | |
| 10 May 2024 | 1. The 2024 First Quarterly Dividend Plan was approved. | None | None | ||||
| 26 August 2024 | 1. The 2024 Interim Dividend Plan was approved. | None | None | ||||
| 30 October 2024 | 1. The 2024 Third Quarterly Dividend Plan was approved. | None | None |
VIII Duty Performance by the Supervisory CommitteeIndicate whether the Supervisory Committee identified any risk to the Company during its supervision in the Reporting Period.
□ Yes ? No
The Supervisory Committee raised no objections with respect to matters of the Company.
IX Employees
1. Number, Functions and Educational Backgrounds of Employees
| Number of in-service employees of the parent at the period-end | 2 |
| Number of in-service employees of principal subsidiaries at the period-end | 3,247 |
| Total number of in-service employees at the period-end | 3,249 |
| Total number of paid employees in the Reporting Period | 3,249 |
| Number of retirees to whom the parent or its major subsidiaries need to pay retirement pensions | 0 |
| Functions | |
| Function | Employees |
| Marketing | 1,064 |
| Technical | 318 |
| Financial | 109 |
| Administrative | 38 |
| R&D | 1,000 |
| Teaching | 159 |
| Operation | 251 |
| Others | 310 |
| Total | 3,249 |
| Educational backgrounds | |
| Educational background | Employees |
| Master’s degree and above | 279 |
| Bachelor’s degree | 2,237 |
| Junior college and below | 733 |
| Total | 3,249 |
2. Employee Remuneration Policy
The Company strictly observes the Labor Law of the People's Republic of China and other relevant laws and regulations,including rules, regulations and normative documents issued by the various ministries and commissions of the State Council, andhas implemented an employment contract system. The Company protects the rights and interests of employees by strictlyimplementing China's employment system, labor protection system, social security system and medical security system and payingpremiums of pension insurance, medical insurance, unemployment insurance, work injury insurance and maternity insurance andmaking contributions to the Housing Provident Fund for employees.The Company provides employees with generous welfare benefits, such as supplementary commercial insurance, interest-freehousing loans, funds for the newborn, aid funds, nutritious breakfast, meal allowances, physical checks, employee clubs, teambuilding activities, and gyms.
The total amount of employee remunerations of the Reporting Period is RMB1,514 million, accounting for 10.37% of the totalcosts (including cost of sales, distribution and selling expenses, general and administrative expenses and R&D expenses). Theprofitability of the Company has a low sensitivity to the variation in the total amount of employee remunerations. At the end of theReporting Period, the Company's core technical staff accounts for 22.62% of the total number of employees, and theirremunerations account for 28.01% of the total amount of employee remunerations.
3. Training Plans
The Company conducts staff training focusing on improving employee’s quality and working skills, promoting theiroccupational development, and attracting, developing and retaining talents to support the Company’s business development andhuman resources appreciation. In addition, the training program is committed to promoting the corporate culture, values and codeof conduct to strengthen cohesion. Guided by the Company’s strategies, the program also introduced advanced managementconcepts, and facilitated internal management upgrades, which was a booster for cadre training and strategy implementation.In 2024, the 37 Interactive Entertainment Learning and Development Centre focused on cultivating “backbone talent”,addressing the training needs of core teams and promoting post-training behavioral transformation. Training was structuredaround leadership, professional competence, and core general capabilities, with a focus on enhancing the abilities of key personnel.Programs launched included the Leading Leap Plan, Integration Plan, New Hire Plan (X+ Program, “Hello, Future!”), SuperAssistance Plan (new hire mentors and internal trainer development), 37TALK (AI-focused sessions and professional insight forums),and business unit-specific training camps. Based on business requirements, the Centre customized training solutions to help solvepractical business problems.
4. Labor Outsourcing
? Applicable □ Not applicable
| Total hours of labor outsourced | 616,993.66 |
| Total payment for labor outsourcing (RMB) | 33,285,855.29 |
X Profit Distribution (in the Form of Cash and/or Stock)The profit distribution policy, especially the formulation, implementation and amendments to the cash dividend policy, in theReporting Period:
? Applicable □ Not applicable
In order to further promote a scientific, sustained and consistent shareholder return mechanism, increase the transparencyand operability of profit distribution policy decisions, and effectively protect the legitimate rights and interests of publicinvestors, the Company has formulated the Shareholder Return Plan of 37 Interactive Entertainment Network Technology GroupCo., Ltd. for the Next Three Years (2024-2026) (hereinafter referred to as the "Shareholder Return Plan").
In order to promote the high-quality development of listed companies, in accordance with the spirit and relevantrequirements of the document "Several Opinions of the State Council on Strengthening Supervision, Preventing Risks andPromoting the High-quality Development of the Capital Market", the Company actively strengthens the awareness of returningto shareholders, promotes the concept of returning to shareholders and value creation, and increases the frequency of dividendpayouts. These moves to strengthen investor returns and share growth results with investors will boost their confidence inholding shares in the Company. During the Reporting Period, the Company implemented four dividend plans in a year, includingthe 2023 final dividend plan, the 2024 firstly quarterly dividend plan, the 2024 interim dividend plan, and the 2024 thirdquarterly dividend plan, on the premise of ensuring the normal operation and development of the Company, taking into accountthe reasonable investor returns and the sustainable development of the Company. The dividend plans of the Company are all incompliance with the Articles of Association of the Company.
The Company’s 2023 final dividend plan was approved at the 19th Meeting of the Sixth Board of Directors and the 2023 AnnualGeneral Meeting of Shareholders. According to the plan, with a fixed dividend payout ratio, based on the total issued share capital(exclusive of shares in the Company’s account for repurchased shares) on the date of record, a cash dividend of RMB3.70 (tax
inclusive) per 10 shares was planned to be distributed to all the shareholders of the Company, with the remaining undistributedprofit carried forward to the next year; and there would be no bonus issue from either profit or capital reserves.The Proposal on Requesting the General Meeting of Shareholders to Authorize the Board of Directors to Decide on the 2024Interim Dividend Plan was approved at the 2023 Annual General Meeting of Shareholders. As such, the Board of Directors wasauthorized to handle, with full power, all matters related to the 2024 interim dividend plan.
The Company’s 2024 first quarterly dividend plan was approved at the 19th Meeting of the Sixth Board of Directors. Accordingto the plan, with a fixed dividend payout ratio, based on the total issued share capital (exclusive of shares in the Company’s accountfor repurchased shares) on the date of record, a cash dividend of RMB2.10 (tax inclusive) per 10 shares was planned to bedistributed to all the shareholders of the Company; and there would be no bonus issue from either profit or capital reserves.The Company’s 2024 interim dividend plan was approved at the 20th Meeting of the Sixth Board of Directors. According to theplan, with a fixed dividend payout ratio, based on the total issued share capital (exclusive of shares in the Company’s account forrepurchased shares) on the date of record, a cash dividend of RMB2.10 (tax inclusive) per 10 shares was planned to be distributedto all the shareholders of the Company; and there would be no bonus issue from either profit or capital reserves.The Company’s 2024 third quarterly dividend plan was approved at the 21st Meeting of the Sixth Board of Directors. Accordingto the plan, with a fixed dividend payout ratio, based on the total issued share capital (exclusive of shares in the Company’s accountfor repurchased shares) on the date of record, a cash dividend of RMB2.10 (tax inclusive) per 10 shares was planned to bedistributed to all the shareholders of the Company; and there would be no bonus issue from either profit or capital reserves.
The above-mentioned dividend plans were carried out on 21 May 2024, 24 May 2024, 4 September 2024 and 8 November2024, respectively, representing a total dividend payout amount of RMB2.2 billion (tax inclusive) in cash.
| Special statement about the cash dividend policy | |
| In compliance with the Company’s Articles of Association and resolution of general meeting of shareholders | Yes |
| Specific and clear dividend standard and ratio | Yes |
| Complete decision-making procedure and mechanism | Yes |
| Independent directors faithfully performed their duties and played their due role | Yes |
| If the Company has no dividend plan, it should disclose the specific reasons and the next steps it intends to take to enhance investor returns | N/A |
| Non-controlling shareholders are able to fully express their opinion and desire and their legal rights and interests are fully protected | Yes |
| In case of adjusting or changing the cash dividend policy, the conditions and procedures involved are in compliance with applicable regulations and transparent | N/A |
Indicate whether the Company fails to put forward a cash dividend proposal despite the facts that the Company has made profitsin the Reporting Period and the profits of the Company as the parent distributable are positive.
□ Applicable ? Not applicable
Final dividend plan:
? Applicable □ Not applicable
| Bonus issue from profit (share/10 shares) | 0 |
| Cash dividend/10 shares (RMB) (tax inclusive) | 3.70 |
| Share base (share) | 2,212,237,681 |
| Cash dividends (RMB) (tax inclusive) | 818,527,941.97 |
| Cash dividends in other forms (such as share repurchase) (RMB) | 100,704,439.97 |
| Total cash dividends (including those in other forms) (RMB) | 919,232,381.94 |
| Distributable profit (RMB) | 3,522,217,783.24 |
| Total cash dividends (including those in other forms) as % of total profit to be distributed | 100% |
| Applicable cash dividend policy | |
| If it is difficult to identify the development stage of the Company but it has a significant capital expenditure arrangement, when making profit distribution, cash dividends shall account for no less than 20% in the profit distribution. | |
| Details of the cash and/or stock dividend plan | |
| Upon approval by the Board of Directors, the Company’s 2024 final dividend plan is as follows: With a fixed dividend payout ratio, based on the total issued share capital (exclusive of shares in the Company’s account for repurchased shares) on the date of record, a cash dividend of RMB 3.70 (tax inclusive) per 10 shares is planned to be distributed to all the shareholders of the Company, with the remaining undistributed profit carried forward to the next year; and there will be no bonus issue from either profit or capital reserves. The above dividend plan is consistent with the Company’s performance growth, and also in line with relevant provisions of the Company Law, the Company’s Articles of Association, the Company’s Shareholder Return Plan, etc. For further information, please visit http://www.cninfo.com.cn. | |
XI Establishment and Implementation of Internal Control System during the Reporting Period
1. Internal Control Establishment and Implementation
During the Reporting Period, in strict accordance with the requirements of the CSRC, the Shenzhen Stock Exchange, andsuch laws and regulations as the Company Law and the Company’s Articles of Association, the Company established a strictinternal control management system. Based on this, in combination with industry characteristics and actual business operation,the Company continuously improved and refined its internal control system, and intensified internal audit supervision.Meanwhile, the Company continuously intensified the internal control awareness and responsibility of the Board of Directorsand key positions, fully recognized the significance of complete internal control system in improving business management,enhancing risk prevention and control, and helping enterprises to achieve high-quality development, and strengthened theawareness of operation in compliance. By doing so, the Company has ensured that its internal control system has beeneffectively executed, practically boosted its level of standardized operation, promoted its healthy and sustainable development,and protected the interests of the Company and all of its shareholders.
2. Material Internal Control Weaknesses Identified during the Reporting Period
□ Yes ? No
XII Subsidiary Management during the Reporting Period
| Subsidiary | Management plan | Progress | Problems | Solutions | Solution progress | Subsequent plan |
| Shanghai Tingxiong Network Technology Co., Ltd. and other subsidiaries newly included in the consolidated financial statements of the Reporting Period, see Note IX Changes to the Consolidation Scope in Part X. | In strict accordance with the Rules for the Management of Majority-owned Subsidiaries, the Company strengthened guidance and compliance with respect to the subsidiaries newly included in the consolidated financial statements. Under the authorization of the Company, the subsidiaries carried out activities and operated independently. | Completed | N/A | N/A | N/A | N/A |
XIII Internal Control Assessment Report or Internal Control Audit Report
1. Internal Control Assessment Report
| Date of full disclosure of the internal control assessment report | 19 April 2025 | |
| Index of full disclosure of the internal control assessment report | http://www.cninfo.com.cn | |
| Ratio of the total assets of the organizations included in the assessment to the Company's consolidated total assets | 100.00% | |
| Ratio of the revenue of the organizations included in the assessment to the Company's consolidated revenue | 100.00% | |
| Deficiency identification criteria | ||
| Category | Financial report | Non-financial report |
| Qualitative criteria | Signs of material deficiencies in financial report include: (1) Failure of control environment. (2) Misconduct of directors, supervisors or senior managers. (3) Major mistakes in current financial report which fail to be identified by the Company's internal control. (4) The supervision of the Audit Committee and audit department on the Company’s financial report and on the internal control over internal report is ineffective. Signs of significant deficiencies in financial report include: (1) Failure to choose and apply accounting policies according to widely accepted accounting standards. (2) Failure to establish anti-fraud procedures and control management. (3) Lack of corresponding control mechanism for accounting treatment of unconventional or special transactions or lack of corresponding compensatory control. (4) One or more deficiencies in the control of the period-end financial reporting process and failure to reasonably ensure true and complete financial reports. General deficiencies refer to the control deficiencies other than material and significant deficiencies mentioned above. | The identification of deficiencies in non-financial reports is mainly based on the degree of impact of the deficiencies on the effectiveness of business procedures and the possibility of their occurrence. If the possibility of the deficiency is relatively low, it will reduce the work efficiency or effectiveness, increase the uncertainty of the effectiveness, or make the work result deviate from the expected goal, the deficiency is a general deficiency. If the possibility of the deficiency is relatively high, it will significantly reduce the work efficiency or effectiveness, significantly increase the uncertainty of the effectiveness, or make the work result significantly deviate from the expected goal, the deficiency is a significant deficiency. If the possibility of the deficiency is relatively high, it will severely reduce the work efficiency or effectiveness, severely increase the uncertainty of the effectiveness, or make the work result severely deviate from the expected goal, the deficiency is a general deficiency. |
| Quantitative criteria | The Company views 5% of the total profit as the indicator of overall importance of its income statement, and views 5% of net assets as the indicator of overall importance of its balance sheet. When a potential misstatement is larger than or equal to 5% of the total profit in the income statement, or a potential misstatement is larger than or equal to 5% of net assets in the balance sheet, it is considered as a material deficiency. If a potential misstatement is lower than 5% but larger than or equal to 3% of the total profit in the income statement, or a potential misstatement is lower than 5% but larger than or equal to | The Company views 5% of direct loss of the Company’s net assets as the indicator of importance of non-financial report. When the direct loss is larger than or equal to 5% of the net assets, it is considered as a material deficiency. If the direct loss is lower than 5% but larger than or equal to 3% of the net assets, it is considered as a significant deficiency. If the direct loss is lower than 3% of the net assets, it is considered as a general deficiency. |
| 3% of the net assets in the balance sheet, it is considered as a significant deficiency. If a potential misstatement is lower than 3% of the total profit in the income statement, or a potential misstatement is lower than 3% of the net assets in the balance sheet, it is considered as a general deficiency. | ||
| Number of material deficiencies in financial reports | 0 | |
| Number of material deficiencies in non-financial reports | 0 | |
| Number of significant deficiencies in financial reports | 0 | |
| Number of significant deficiencies in non-financial reports | 0 | |
2. Internal Control Audit Report
? Applicable □ Not applicable
| Opinion paragraph | |
| Huaxing Certified Public Accountants LLP is of the opinion that 37 Interactive Entertainment Network Technology Group Co., Ltd. maintained, in all material respects, effective internal control over financial reporting as of 31 December 2024, based on the Basic Rules on Enterprise Internal Control and other applicable regulations. | |
| Report disclosed or not | Disclosed |
| Disclosure date | 19 April 2025 |
| Index to the disclosed report | http://www.cninfo.com.cn |
| Type of opinion | Unmodified unqualified opinion |
| Material defects in internal control not related to financial reporting | No |
Indicate whether any modified opinion is expressed in the Internal Control Audit Report.
□ Yes ? No
Indicate whether the Internal Control Audit Report is consistent with the internal control self-assessment report issued by theCompany’s Board of Directors.? Yes □ No
Part V Environmental and Social ResponsibilityI Material Environmental IssuesIndicate whether the Company or any of its subsidiaries falls into major pollutant-discharge entities published by environmentalprotection authorities.
□ Yes ? No
Administrative punishments received during the Reporting Period due to environmental issues:
| Name of the Company or subsidiary | Reason for punishment | Regulation violated | Punishment | Impact on the Company | Rectification |
| N/A | N/A | N/A | N/A | N/A | N/A |
Other environmental information in relation to major pollutant-discharge entities:
37 Interactive Entertainment is not a major pollutant-discharge entity published by environmental protection authorities.During the Reporting Period, the Company strictly complied with various environmental protection laws and regulations andreceived no punishments due to violation of these laws and regulations.Actions taken during the Reporting Period to reduce carbon emissions and the results:
? Applicable □ Not applicable
37 Interactive Entertainment has integrated “sustainable development” into its corporate vision, actively fulfilling itsenvironmental responsibilities, working with stakeholders to address the challenges of climate change, continuously optimizingits path towards carbon neutrality, and steadily progressing towards the goal of carbon-neutral corporate operations.
In response to climate change, the Company has proactively conducted climate-related risk and opportunity analyses forseveral consecutive years, taken diverse measures to manage climate risks, and promoted energy conservation and consumptionreduction at the newly operational Global headquarters and other office locations. The Company continuously monitors its fulllife cycle carbon emissions and has engaged a globally renowned testing and certification body to conduct a new round of carbonaudits. In 2024, the Company’s direct emissions (Scope 1) were 133.61 tons, and energy indirect emissions (Scope 2) were 602.78tons. These two categories represent carbon emissions within the operational boundaries of the Company, reflecting a YoYdecrease of 15.12%.
The Company actively responded to the requirements of laws and regulations such as the Rules for the Issuance and Tradingof Green Power Certificates for Renewable Energy issued by the National Energy Administration, participated in green powerconsumption, and promoted the development of the national renewable energy industry. In 2024, the Company purchased 11.1million kilowatt-hours of domestic wind and solar green power certificates, with green electricity accounting for 91.51% of totalannual electricity consumption.
In terms of ecosystem and biodiversity protection, the Company carried out its first nature-related risk and opportunityanalysis during the Reporting Period to assess the impact and dependence of its operations on nature. It also supportedprofessional environmental organizations in wetland conservation projects, jointly developed a science education platform forwetland protection with stakeholders, and encouraged employee and youth participation in environmental initiatives,contributing to the creation of a better natural environment.
37 Interactive Entertainment has set emission reduction targets aligned with the 1.5°C global warming limit goal under the
Paris Agreement, and during the Reporting Period, the targets were validated by the Science Based Targets initiative (SBTi), aglobally recognized climate action organization.Reasons for the non-disclosure of other environmental information:
The Company is not a major pollutant-discharge entity published by environmental protection authorities. During theReporting Period, the Company received no punishments due to violation of environmental protection laws and regulations.II Corporate Social Responsibility (CSR)37 Interactive Entertainment actively fulfils its corporate social responsibility, co-creating social value with stakeholders.With the support of experts and professional institutions, the Company has developed gamified public interest platforms forancient book restoration, aerospace science education, and training support for children with autism, enhancing the engagementand enjoyment of knowledge and skills acquisition. The Company has also deepened industry–academia collaboration throughinnovative competitions, scholarships and grants, thematic research projects, and the sharing of industry insights, nurturing thenext generation of promising talent. Under the leadership of the Company’s CPC Committee, volunteer services such as digitalliteracy classes on campus, blood donation drives, and community visits were conducted for 41 sessions, spreading warmth andcare.The Company has also made active investments in areas such as innovation-driven development, talent cultivation, andcybersecurity. For detailed measures related to these topics, please refer to the relevant sections of the Company’s 2024Environmental, Social and Governance Report.III Efforts in Poverty Alleviation and Rural Revitalization
1. Supporting the revitalization of rural talent and promoting high-quality development of county-level high school education
37 Interactive Entertainment has established a philanthropic strategy to “Support the Revitalization of Rural Education” and,in 2014, initiated the founding of the Guangdong Youxin Charity Foundation. The Foundation is committed to promoting high-quality and balanced educational development in underdeveloped regions. Working with schools, charitable organizations,corporate volunteers, and relevant government departments, the Foundation provides rural youth with diverse support indeveloping innovative thinking, exploring scientific knowledge, and accessing scholarships and grants.
During the Reporting Period, the Company, through the Guangdong Youxin Charity Foundation, continued to implement arange of flagship programs, including the “Youxin Peers” high school education assistance program, the high school enrolmentguarantee program for ethnic minority girls, the “Vocational Wisdom Calling” career planning program, the “EmbraceExploration” Guangzhou Summer Camp, and the free reading program, to empower the diversified development of rural youthtalent. To further cultivate young people’s capacity for innovation and sense of responsibility, and to guide them in applying theirknowledge to practical scenarios for sustainable development, the Company also organized four co-creation activities. Theseincluded short drama improvisation on cybersecurity literacy and the creation of gamified tools for wetland protection andaerospace science education.
As of the end of 2024, the Company’s rural education revitalization initiatives had covered 6,138 high school students across57 counties and districts in 12 provinces/autonomous regions/municipalities, including Anhui, Sichuan, Gansu, Guizhou, andJiangxi. During the Reporting Period, 2,767 students were still within the funded period. Some recipients who sat the 2024national college entrance examination achieved outstanding results, with admissions to top universities such as Tsinghua
University, Peking University, Fudan University, and Sichuan University, marking the best performance in the history of the“Youxin Peers” program.
2. Supporting rural specialty products and promoting the revitalization of rural industry and culture37 Interactive Entertainment actively responded to the “10,000 Enterprises Revitalize 10,000 Villages” initiative and the“Hundred-Thousand-Ten Thousand Project”, leveraging its own strengths and integrating resources from multiple parties topromote the high-quality development of rural specialty industries.Through cultural creative plans, multi-channel product promotions, and partnerships across the industrial chain, theCompany helped expand the sales channels of Zhecheng lotus seeds, a specialty agricultural product from Wuwei, AnhuiProvince, supporting increased income for local farmers. The Company also enhanced the cultural value of rural products—forexample, integrating the theme of ancient book restoration into creative packaging designs for local products such as honey andblack tea, thereby raising public awareness of the restoration techniques of ancient texts.During the Reporting Period, the Company invested RMB745,000 to support the development of specialty industries such aslotus seeds, Miao embroidery, and tea in Anhui, Guizhou, and Guangdong.To improve rural infrastructure, the Company donated 100 solar-powered street lights to Zhen’an Town, Yunfu, GuangdongProvince, enhancing the convenience of local residents’ night-time travel. In promoting rural culture, the Company ledemployees to personally participate in agricultural support volunteer activities such as crop harvesting and sowing, fosteringgreater engagement and interaction. In collaboration with stakeholders, the Company also integrated rural specialty cuisine andintangible cultural heritage food preparation techniques into the digital product My Intangible Cultural Heritage Treasure: ACulinary Journey, exploring a new model of “digital empowerment of intangible cultural heritage for rural revitalization”.
Part VI Share Changes and Shareholder InformationI Share Changes
1. Share Changes
Unit: share
| Before | Increase/decrease in the Reporting Period (+/-) | After | |||||||
| Number | Percentage (%) | New issues | Shares as dividend converted from profit | Shares as dividend converted from capital reserves | Other | Subtotal | Number | Percentage (%) | |
| 1. Restricted shares | 610,515,810 | 27.53% | 2,754,578 | 2,754,578 | 613,270,388 | 27.65% | |||
| 1.1 Shares held by the government | |||||||||
| 1.2 Shares held by state-owned corporations | |||||||||
| 1.3 Shares held by other domestic investors | 610,515,810 | 27.53% | 2,754,578 | 2,754,578 | 613,270,388 | 27.65% | |||
| Including: Shares held by domestic corporations | |||||||||
| Shares held by domestic natural persons | 610,515,810 | 27.53% | 2,754,578 | 2,754,578 | 613,270,388 | 27.65% | |||
| 1.4 Shares held by overseas investors | |||||||||
| Including: Shares held by overseas corporations | |||||||||
| Shares held by overseas natural persons | |||||||||
| 2. Un-restricted shares | 1,607,348,471 | 72.47% | -2,754,578 | -2,754,578 | 1,604,593,893 | 72.35% | |||
| 2.1 RMB-denominated common shares | 1,607,348,471 | 72.47% | -2,754,578 | -2,754,578 | 1,604,593,893 | 72.35% | |||
| 2.2 Domestically listed foreign shares | |||||||||
| 2.3 Overseas listed foreign shares | |||||||||
| 2.4 Others | |||||||||
| 3. Total shares | 2,217,864,281 | 100.00% | 0 | 0 | 2,217,864,281 | 100.00% | |||
Reasons for share changes:
? Applicable □ Not applicableDuring the Reporting Period, the shareholding increases by the Company’s directors and senior management were lockedup according to applicable laws, regulations and regulatory documents.Approval of share changes:
□ Applicable ? Not applicable
Transfer of share ownership:
□ Applicable ? Not applicable
Effects of share changes on the basic earnings per share, diluted earnings per share, equity per share attributable to theCompany’s common shareholders and other financial indicators of the prior year and the prior accounting period, respectively:
? Applicable □ Not applicableDuring the Reporting Period, the Company implemented share repurchases with its securities account for repurchasedshares by the way of centralized bidding. For details of the repurchases, see the announcements on repurchase progress. As perthe Accounting Standards for Business Enterprises, the aforesaid repurchased shares were excluded in the calculation of basicearnings per share.Other information that the Company considers necessary or is required by the securities regulator to be disclosed:
□ Applicable ? Not applicable
2. Changes in Restricted Shares
? Applicable □ Not applicable
Unit: share
| Name of shareholder | Beginning restricted shares | Increase in restricted shares in the Reporting Period | Shares with restriction lifted in the Reporting Period | Ending restricted shares | Reason for restriction | Lifting date |
| Li Weiwei | 242,421,239 | 0 | 0 | 242,421,239 | Locked-up shares of senior management | Subject to regulations in respect of changes in shareholdings of directors, supervisors and senior management in the Company Law, etc. |
| Zeng Kaitian | 184,008,280 | 847,275 | 0 | 184,855,555 | ||
| Hu Yuhang | 151,198,263 | 0 | 0 | 151,198,263 | ||
| Xu Zhigao | 27,340,427 | 1,907,303 | 0 | 29,247,730 | ||
| Yang Jun | 1,575,000 | 0 | 0 | 1,575,000 | ||
| Liu Jun | 3,972,601 | 0 | 0 | 3,972,601 | ||
| Total | 610,515,810 | 2,754,578 | 0 | 613,270,388 | -- | -- |
II Issuance and Listing of Securities
1. Securities (Exclusive of Preferred Shares) Issued in the Reporting Period
□ Applicable ? Not applicable
2. Changes to Total Shares, Shareholder Structure and Asset and Liability Structures
□ Applicable ? Not applicable
3. Existing Staff-Held Shares
□ Applicable ? Not applicable
III Shareholders and Actual Controller
1. Shareholders and Their Holdings as at the Period-End
Unit: share
| Number of common shareholders | 191,596 | Number of common shareholders at the month-end prior to the disclosure of this Report | 179,868 | Number of preferred shareholders with resumed voting rights (if any) (see note 8) | 0 | Number of preferred shareholders with resumed voting rights at the month-end prior to the disclosure of this Report (if any) (see note 8) | 0 | |
| 5% or greater shareholders or the top 10 shareholders (exclusive of shares lent in refinancing) | ||||||||
| Name of shareholder | Nature of shareholder | Shareholding percentage | Shares held | Increase/decrease in the Reporting Period | Restricted shares held | Un-restricted shares held | Pledged, marked or frozen status | |
| Status | Shares | |||||||
| Li Weiwei | Domestic natural person | 14.57% | 323,228,319 | 0 | 242,421,239 | 80,807,080 | ||
| Zeng Kaitian | Domestic natural person | 11.11% | 246,474,074 | 1,129,700 | 184,855,555 | 61,618,519 | ||
| Hu Yuhang | Domestic natural person | 9.09% | 201,597,684 | 0 | 151,198,263 | 50,399,421 | Pledged | 31,450,000 |
| Hong Kong Securities Clearing Company Ltd. | Overseas corporation | 2.64% | 58,539,781 | -185,070,423 | 0 | 58,539,781 | ||
| Wu Weidong | Domestic natural person | 1.86% | 41,280,957 | 19,189,600 | 0 | 41,280,957 | ||
| Xu Zhigao | Domestic natural person | 1.76% | 38,996,974 | 2,543,071 | 29,247,730 | 9,749,244 | ||
| Wu Weihong | Domestic natural person | 1.59% | 35,253,178 | 0 | 0 | 35,253,178 | ||
| China Minsheng Banking Corp., Ltd.－China Securities Cartoon Games Trading Open-ended Index Securities Investment Fund | Other | 1.43% | 31,668,085 | 6,798,082 | 0 | 31,668,085 | ||
| Industrial and Commercial Bank of | Other | 1.21% | 26,750,529 | 15,132,700 | 0 | 26,750,529 | ||
| China Limited－Huatai-PineBridge CSI 300 Trading Open-ended Index Securities Investment Fund | ||||||||
| China Construction Bank Corporation－E Fund CSI 300 Trading Open-ended Index Sponsored Securities Investment Fund | Other | 0.83% | 18,481,557 | 15,106,300 | 0 | 18,481,557 | ||
| Strategic investor or general corporation becoming a top-10 shareholder in a rights issue (if any) (see note 3) | N/A | |||||||
| Related or acting-in-concert parties among the shareholders above | 1. Among the top 10 shareholders of the Company, Wu Weidong and Wu Weihong are shareholders acting in concert. 2. The Company is not aware of whether there is, among the other top 10 shareholders, any related parties or acting-in-concert parties as defined in the Measures on the Administration of Acquisition of Listed Companies. | |||||||
| Explain if any of the shareholders above was involved in entrusting/being entrusted with voting rights or waiving voting rights | N/A | |||||||
| Special account for share repurchases (if any) among the top 10 shareholders (see note 10) | The Company had cumulatively repurchased 18,166,147 shares (or 0.82% of the total share capital as at 31 December 2024) with its securities account for repurchased shares by the way of centralized bidding. The said account of repurchased shares is not listed as a top 10 un-restricted common shareholder as required. | |||||||
| Top 10 un-restricted shareholders | ||||||||
| Name of shareholder | Un-restricted shares held | Shares by class | ||||||
| Class | Shares | |||||||
| Li Weiwei | 80,807,080 | RMB-denominated common shares | 80,807,080 | |||||
| Zeng Kaitian | 61,618,519 | RMB-denominated common shares | 61,618,519 | |||||
| Hong Kong Securities Clearing Company Ltd. | 58,539,781 | RMB-denominated common shares | 58,539,781 | |||||
| Hu Yuhang | 50,399,421 | RMB-denominated common shares | 50,399,421 | |||||
| Wu Weidong | 41,280,957 | RMB-denominated common shares | 41,280,957 | |||||
| Wu Weihong | 35,253,178 | RMB-denominated common shares | 35,253,178 | |||||
| China Minsheng Banking Corp., Ltd.－China Securities Cartoon Games Trading Open-ended Index Securities Investment Fund | 31,668,085 | RMB-denominated common shares | 31,668,085 |
| Industrial and Commercial Bank of China Limited－Huatai-PineBridge CSI 300 Trading Open-ended Index Securities Investment Fund | 26,750,529 | RMB-denominated common shares | 26,750,529 |
| China Construction Bank Corporation－E Fund CSI 300 Trading Open-ended Index Sponsored Securities Investment Fund | 18,481,557 | RMB-denominated common shares | 18,481,557 |
| 37 Interactive Entertainment Network Technology Group Co., Ltd.-The Fourth Employee Stock Ownership Plan | 16,301,534 | RMB-denominated common shares | 16,301,534 |
| Related or acting-in-concert parties among the top 10 un-restricted shareholders, as well as between the top 10 un-restricted shareholders and the top 10 shareholders | 1. Among the top 10 shareholders of the Company, Wu Weidong and Wu Weihong are shareholders acting in concert. 2. The Company is not aware of whether there is, among the other top 10 shareholders, any related parties or acting-in-concert parties as defined in the Measures on the Administration of Acquisition of Listed Companies. | ||
| Related or acting-in-concert parties among the top 10 un-restricted shareholders, as well as between the top 10 un-restricted shareholders and the top 10 shareholders | N/A | ||
5% or greater shareholders, top 10 shareholders and top 10 un-restricted public shareholders involved in refinancing shareslending:
? Applicable □ Not applicable
Unit: Share
| 5% or greater shareholders, top 10 shareholders and top 10 un-restricted public shareholders involved in refinancing shares lending | ||||||||
| Full name of shareholder | Shares in the common account and credit account at the period-begin | Shares lent in refinancing and not yet returned at the period-begin | Shares in the common account and credit account at the period-end | Shares lent in refinancing and not yet returned at the period-end | ||||
| Total shares | As % of total share capital | Total shares | As % of total share capital | Total shares | As % of total share capital | Total shares | As % of total share capital | |
| China Minsheng Banking Corp., Ltd.－China Securities Cartoon Games Trading Open-ended Index Securities Investment Fund | 24,870,003 | 1.12% | 5,167,400 | 0.23% | 31,668,085 | 1.43% | 0 | 0.00% |
| Industrial and Commercial Bank of China Limited－Huatai-PineBridge CSI 300 Trading Open-ended Index Securities Investment Fund | 11,617,829 | 0.52% | 34,800 | 0.00% | 26,750,529 | 1.21% | 0 | 0.00% |
| China Construction Bank Corporation－E Fund CSI 300 Trading Open-ended Index Sponsored Securities Investment Fund | 3,375,257 | 0.15% | 964,900 | 0.04% | 18,481,557 | 0.83% | 0 | 0.00% |
Indicate whether there was any change to the top 10 shareholders or top 10 un-restricted public shareholders due to refinancingshares lending/returning during the Reporting Period compared to the same period of last year.
□ Applicable ? Not applicable
Indicate whether any of the top 10 common shareholders or the top 10 un-restricted common shareholders of the Companyconducted any promissory repo during the Reporting Period.
□ Yes ? No
No such cases in the Reporting Period.
2. Controlling Shareholder
Nature of the controlling shareholder: controlled by a natural personType of the controlling shareholder: natural person
| Name of the controlling shareholder | Nationality | Residency in other countries or regions or not |
| Li Weiwei | Chinese | Not |
| Main occupation and position | Chairman of the Board | |
| Interests held in other domestically and overseas listed companies in the Reporting Period | None | |
Change of the controlling shareholder in the Reporting Period:
□ Applicable ? Not applicable
No such cases in the Reporting Period.
3. Actual Controller and Acting-in-Concert Parties
Nature of the actual controller: domestic natural personType of the actual controller: natural person
| Name of the actual controller | Relationship with the actual controller | Nationality | Residency in other countries or regions or not |
| Li Weiwei | Actual controller himself | Chinese | Not |
| Main occupation and position | Chairman of the Board | ||
| Controlling interests in other domestically and overseas listed companies in the past 10 years | None | ||
Change of the actual controller in the Reporting Period:
□ Applicable ? Not applicable
No such cases in the Reporting Period.Ownership and control relationship between the actual controller and the Company:
Li Weiwei37 Interactive Entertainment Network Technology Group Co., Ltd.
37 Interactive Entertainment Network Technology Group Co., Ltd.
14.57%
Indicate whether the actual controller controls the Company via trust or other ways of asset management.
□ Applicable ? Not applicable
4. Indicate whether the cumulative number of shares held by the Company’s controlling shareholder or thelargest shareholder and its acting-in-concert parties that are in pledge accounts for over 80% of their totalshareholdings in the Company.
□ Applicable ? Not applicable
5. Other 10% or Greater Corporate Shareholders
□ Applicable ? Not applicable
6. Restrictions on Shareholding Decrease by the Company’s Controlling Shareholder, Actual Controller,Reorganizer and Other Undertaking Makers
□ Applicable ? Not applicable
IV Share Repurchases during the Reporting PeriodProgress on share repurchases:
? Applicable □ Not applicable
| Date of the repurchase plan’s disclosure | Number of shares to be repurchased | As % of total share capital | Amount to be used for repurchase (RMB’0,000) | Intended repurchase period | Purpose of repurchased shares | Number of shares repurchased | Shares repurchased as % of total target shares (if any) under equity incentive plan |
| 12 November 2022 | 26,086,956 | 1.18% | 30,000-60,000 | Within 12 months following the Board’s approval of the repurchase plan | For subsequent employee stock ownership plans or other equity incentive plans | 12,539,547 | |
| 28 December 2023 | 5,899,705 | 0.27% | 10,000-20,000 | Within 12 months following the approval of the repurchase plan by a general meeting of shareholders | All to be retired to reduce the registered capital | 5,626,600 |
Note: The Company has completed the retirement procedures for the above-mentioned repurchased shares at theShenzhen Branch of China Securities Depository and Clearing Corporation Limited on 22 January 2025. The number of sharesretired is 5,626,600 shares, accounting for 0.25% of the Company's total share capital before the retirement of the repurchasedshares. Upon the completion of this retirement of shares, the Company's total share capital changed from 2,217,864,281 sharesto 2,212,237,681 shares.For further information, please refer to the Announcement on the Completion of Retirement of Repurchased Shares & ShareChange, which has been disclosed by the Company on http://www.cninfo.com.cn.Progress on reducing the repurchased shares by way of centralized bidding:
□ Applicable ? Not applicable
Part VII Financial StatementsI Independent Auditor’s Report
| Type of the independent auditor’s opinion | Unqualified opinion with an emphasis of matter paragraph |
| Date of report signing | 18 April 2025 |
| Name of the independent auditor | Huaxing Certified Public Accountants LLP |
| Name of the certified public accountants | Zhang Fengbo and Gao Yunjun |
Independent Auditor’s ReportTo all the shareholders of 37 Interactive Entertainment Network Technology Group Co., Ltd.:
I OpinionWe have audited the financial statements of 37 Interactive Entertainment Network Technology Group Co., Ltd. (hereinafterreferred to as the “Company”), which comprise the consolidated and the Company’s balance sheets as at 31 December 2024, theconsolidated and the Company’s income statements, the consolidated and the Company’s cash flow statements, and theconsolidated and the Company’s statements of changes in shareholders’ equity for the year then ended, as well as the notes to thefinancial statements.In our opinion, the accompanying financial statements present fairly, in all material respects, the consolidated and theCompany’s financial positions as at 31 December 2024, and the consolidated and the Company’s operating results and cash flowsfor the year then ended, in conformity with China’s Accounting Standards for Business Enterprises (CAS).II Basis for OpinionWe conducted our audits in accordance with the Audit Standards for Chinese Registered Accountants. Our responsibilitiesunder those standards are further described in the Auditor’s Responsibilities for Audit of Financial Statements section of our report.We are independent of the Company in accordance with the China Code of Ethics for Certified Public Accountants, and we havefulfilled our other ethical responsibilities in accordance with the said Code of Ethics. We believe that the audit evidence we haveobtained is sufficient and appropriate to provide a basis for our opinion.III Emphasis MatterUsers of the financial statements are kindly reminded to pay attention to Note XVI (VII) “Other Significant Transactions andEvents with Influence on Investors’ Decision-making” to the financial statements: On 27 June 2023, the Company, Mr Li Weiwei (theactual controller and Chairman of the Board of the Company), and Mr Zeng Kaitian (the Vice Chairman of the Board of the Company)received the Notification of the China Securities Regulatory Commission on Case Filing (CSRC Case No. 03720230061, No.03720230062, No. 03720230063) from the said commission (hereinafter referred to as the “CSRC”), respectively. For suspectedinformation disclosure violations, according to the Securities Law of the People's Republic of China, the Administrative Penalty Lawof the People's Republic of China and other applicable laws and regulations, the CSRC decided to initiate an investigation into theCompany, Li Weiwei and Zeng Kaitian. As of the date of this auditor’s report, the Company has not yet received any definitiveconclusion or decision from the CSRC regarding the aforementioned matter under investigation. The contents of this paragraph arewithout prejudice to the audit opinion that has been issued.
IV Key Audit MattersKey audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial
statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole,and in forming our opinion thereon, and we do not provide a separate opinion on these matters.(I) Revenue recognition
1. Description
As described in Notes III – (XXX) Revenue and V – (XL) Operating Revenue and Cost of Sales," the Company is mainly engaged inthe R&D and (independent and joint) operation of online games. The operation of online games depends highly on internal controland IT system, leading to inherent risk in revenue recognition, so we highlighted the revenue recognition of online games as a keyaudit matter.
2. Audit response
(1) The Company investigated and tested revenue-related internal controls and assessed the appropriateness of the key controlpoints of internal control and the effectiveness of the operation of internal controls.
(2) The Company performed IT audit. The consistency between the background recharge amount and consumption amount ofsubstantial self-developed games and the financial information was tested. The exactness of the consumption amount of ingots atperiod end was verified. Game operation data such as average number of online users, number of paying uses and averageconsumption amount per user were checked for their consistency with revenue data.
(3) The Company checked the accuracy of revenue accounting and estimate. To align the accounting process with the timecycle of reconciliation or settlement and follow the accrual basis of accounting, the Company makes revenue estimates based onthe recharge amount and the agreed revenue distribution scheme or the actual consumption amount at month end and adjusts therevenue estimates according to the actually settled revenues; thus, the accuracy of revenue estimates directly influences theaccuracy of revenue recognition. The accuracy of revenue estimates was assessed by sampling major games and checking theestimated monthly or annual revenues of these sampled games against the settled revenues in terms of the average discrepancybetween the estimated and settled revenues.
(4) The Company checked the collection of accounts receivable from sales. Third-party collections/payments or bank depositreceipts were checked, focusing on the consistency between the original documents and book records in terms of the recipient andamount of payment.
(5) The Company performed follow-up test. A follow up test was conducted on accounts receivable to check whether theywere collected in time and whether there were chargebacks to customers. Period-end estimated revenues were checked againstrevenues settled after the Reporting Period for assessing the existence of major discrepancies between the estimated and actuallysettled revenues.
(II) Internet traffic fee charges
1. Description
As described in Note V–(XLII) Distribution and Selling Expenses, the Internet traffic fee charges in the 2024 consolidatedfinancial statements amount to RMB9,151millon. Because Internet traffic fee charges amount to a substantial amount and there isinherent risk in terms of their exactness and accuracy, we highlighted the exactness and accuracy of Internet traffic charges as a keyaudit matter.
2. Audit response
The major audit procedures performed to address the exactness and accuracy of Internet traffic fee charges include:
(1) We investigated and tested Internet traffic fee charges-related internal controls and assessed the effectiveness of the designand operation of relevant internal controls;
(2) We performed an analytical review to comparatively analyze the proportion of and variation in the monthly Internet trafficfee charges and assess the appropriateness of the variation;
(3) We performed a detail test on Internet traffic charges by checking the supporting documents of large vouchers, such ascontracts, invoices, bills of payment and statements of accounts, and reviewing the accuracy of such charges;
(4) We performed external confirmations by checking the amounts of transactions and the balance of the accountspayable/receivable between the Company and its major suppliers and verifying the exactness and completeness of distribution andselling expenses through letters of confirmation;
(5) We performed a cut-off test on the Internet traffic fee charges recognized before and after the date of balance sheet,focusing on whether there are major inter-period adjustments.
V Other Information
The Company’s management is responsible for the other information. The other information comprises all of the informationincluded in the Company’s 2024 Annual Report other than the financial statements and our auditor’s report thereon.
Our opinion on the financial statements does not cover the other information and we do not express any form of assuranceconclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so,consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in theaudit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we arerequired to report that fact. We have nothing to report in this regard.
VI Responsibilities of Management and Those Charged with Governance for Financial Statements
The Company’s management is responsible for the preparation of the financial statements that give a fair view in accordancewith CAS, and for designing, implementing and maintaining such internal control as the management determines is necessary toenable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the management is responsible for assessing the Company’s ability to continue as agoing concern, disclosing going concern-related matters (if applicable), and using the going concern basis of accounting unless themanagement either intends to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company’s financial reporting process.
VII Auditor’s Responsibilities for Audit of Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from materialmisstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is ahigh level of assurance, but is not a guarantee that an audit conducted in accordance with CAS will always detect a materialmisstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in theaggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financialstatements.
As part of an audit in accordance with CAS, we exercise professional judgment and maintain professional skepticismthroughout the audit. We also:
(1) Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design andperform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basisfor our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, asfraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
(2) Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate inthe circumstances.
(3) Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and relateddisclosures made by the management.
(4) Conclude on the appropriateness of the management’s use of the going concern basis of accounting and, based on theaudit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt onthe Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required by CAS todraw users’ attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures areinadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report.However, future events or conditions may cause the Company to cease to continue as a going concern.
(5) Evaluate the overall presentation, structure and content of the financial statements, and whether the financial statementsrepresent the underlying transactions and events in a manner that achieves fair presentation.
(6) Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities withinthe Company to express an opinion on the financial statements. We are responsible for the direction, supervision and performanceof the Company audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of theaudit and significant audit findings, including any noteworthy deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirementsregarding independence, and communicate with them all relationships and other matters that may reasonably be thought to bearon our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of mostsignificance in the audit of the financial statements of the current period and are therefore the key audit matters. We describethese matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremelyrare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences ofdoing so would reasonably be expected to outweigh the public interest benefits of such communication.II Financial Statements
Currency unit for the financial statements and the notes thereto: RMB
1. Consolidated Balance Sheet
Prepared by 37 Interactive Entertainment Network Technology Group Co., Ltd.
31 December 2024
Unit: RMB
| Item | 31 December 2024 | 1 January 2024 |
| Current assets: | ||
| Monetary funds | 5,058,893,098.76 | 6,176,992,875.55 |
| Transaction settlement funds | ||
| Loans to other banks | ||
| Trading financial assets | 2,249,440,497.59 | 2,024,681,502.03 |
| Derivative financial assets | ||
| Notes receivable | ||
| Accounts receivable | 1,212,667,677.20 | 1,479,267,695.67 |
| Accounts receivable financing | ||
| Prepayments | 729,588,626.88 | 1,143,237,497.90 |
| Premiums receivable | ||
| Reinsurance receivables | ||
| Receivable reinsurance contract reserve | ||
| Other receivables | 42,840,109.04 | 46,247,241.46 |
| Including: Interest receivable | ||
| Dividends receivable | 12,782,059.51 | 10,000,000.00 |
| Redemptory monetary capital for sale | ||
| Inventories | ||
| Including: Data resources | ||
| Contract assets | ||
| Assets held for sale | ||
| Non-current assets due within one year | 923,069,692.33 | 164,307,298.27 |
| Other current assets | 118,850,219.61 | 88,085,256.86 |
| Total current assets | 10,335,349,921.41 | 11,122,819,367.74 |
| Non-current assets: | ||
| Loans and advances to customers | ||
| Debt investments | ||
| Other debt investments | ||
| Long-term receivables | ||
| Long-term equity investments | 446,322,435.18 | 520,735,613.55 |
| Other equity investments | 217,022,972.20 | 247,132,794.34 |
| Other non-current financial assets | 1,037,418,816.34 | 825,660,687.40 |
| Investment properties | 689,233,033.12 | |
| Fixed assets | 1,076,644,793.81 | 823,508,284.60 |
| Construction in progress | 534,491,192.20 | |
| Productive living assets | ||
| Oil and gas assets | ||
| Right-of-use assets | 6,566,577.29 | 16,622,471.20 |
| Intangible assets | 1,888,794,105.85 | 1,040,204,870.96 |
| Including: Data resources | ||
| Development expenditure | ||
| Including: Data resources | ||
| Goodwill | 1,578,065,048.53 | 1,578,065,048.53 |
| Long-term deferred expenses | 66,733,610.79 | 90,785,937.93 |
| Deferred income tax assets | 44,668,879.75 | 53,947,130.48 |
| Other non-current assets | 2,195,871,744.13 | 2,280,577,680.43 |
| Total non-current assets | 9,247,342,016.99 | 8,011,731,711.62 |
| Total assets | 19,582,691,938.40 | 19,134,551,079.36 |
| Current liabilities: | ||
| Short-term loans | 2,653,781,111.11 | 1,554,577,083.34 |
| Loans from the central bank | ||
| Loans from other banks | ||
| Trading financial liabilities | 8,743,696.60 | 74,311.41 |
| Derivative financial liabilities | ||
| Notes payable | 1,044,500,000.00 | 1,087,000,000.00 |
| Accounts payable | 1,667,812,211.58 | 1,825,714,480.74 |
| Advances from customers | 362,116.34 | 0.00 |
| Contract liabilities | 244,227,089.06 | 280,023,602.87 |
| Financial assets sold under repurchase agreements | ||
| Customer deposits and interbank deposits | ||
| Payables for acting trading of securities | ||
| Payables for underwriting of securities | ||
| Employee benefits payable | 384,954,362.43 | 408,786,174.15 |
| Taxes payable | 200,043,621.99 | 280,471,436.39 |
| Other payables | 200,414,366.22 | 201,521,074.52 |
| Including: Interest payable | ||
| Dividends payable | ||
| Handling charges and commissions payable | ||
| Reinsurance payables | ||
| Liabilities held for sale | ||
| Non-current liabilities due within one year | 5,085,969.06 | 212,167,632.34 |
| Other current liabilities | 49,219,418.15 | 55,277,993.63 |
| Total current liabilities | 6,459,143,962.54 | 5,905,613,789.39 |
| Non-current liabilities: | ||
| Insurance contract reserve | ||
| Long-term loans | 306,000,000.00 | |
| Bonds payable | ||
| Including: Preferred shares | ||
| Perpetual bonds | ||
| Lease liabilities | 1,528,614.88 | 3,944,589.05 |
| Long-term payables | ||
| Long-term employee benefits payable | ||
| Provisions | ||
| Deferred income | ||
| Deferred income tax liabilities | 105,413,115.53 | 106,630,292.58 |
| Other non-current liabilities | ||
| Total non-current liabilities | 106,941,730.41 | 416,574,881.63 |
| Total liabilities | 6,566,085,692.95 | 6,322,188,671.02 |
| Shareholders' equity: | ||
| Share capital | 2,217,864,281.00 | 2,217,864,281.00 |
| Other equity instruments | ||
| Including: Preferred shares | ||
| Perpetual bonds | ||
| Capital reserves | 2,678,529,816.16 | 2,823,040,832.04 |
| Less: Treasury shares | 401,229,096.75 | 300,524,656.78 |
| Other comprehensive income | -119,674,167.70 | -129,511,563.25 |
| Special reserves | ||
| Surplus reserves | 666,869,940.33 | 666,869,940.33 |
| General risk reserves | ||
| Retained earnings | 7,878,369,071.34 | 7,429,206,642.53 |
| Total equity attributable to shareholders of the Company | 12,920,729,844.38 | 12,706,945,475.87 |
| Non-controlling interests | 95,876,401.07 | 105,416,932.47 |
| Total shareholders' equity | 13,016,606,245.45 | 12,812,362,408.34 |
| Total liabilities and shareholders’ equity | 19,582,691,938.40 | 19,134,551,079.36 |
Legal representative: Xu Zhigao Chief Financial Officer: Ye Wei Board Secretary: Ye Wei
2. Balance Sheet of the Company
Unit: RMB
| Item | 31 December 2024 | 1 January 2024 |
| Current assets: | ||
| Monetary funds | 45,010,430.49 | 802,609,416.49 |
| Trading financial assets | 1,472,922,373.98 | 800,986,301.37 |
| Derivative financial assets | ||
| Notes receivable | ||
| Accounts receivable | ||
| Accounts receivable financing | ||
| Prepayments | 299,511.91 | 66,418.86 |
| Other receivables | 2,067,993,087.97 | 3,679,202,452.33 |
| Including: Interest receivable | ||
| Dividends receivable | ||
| Inventories | ||
| Including: Data resources | ||
| Contract assets | ||
| Assets held for sale | ||
| Non-current assets due within one year | ||
| Other current assets | 8,185,040.85 | 7,068,190.52 |
| Total current assets | 3,594,410,445.20 | 5,289,932,779.57 |
| Non-current assets: | ||
| Debt investments | ||
| Other debt investments | ||
| Long-term receivables | ||
| Long-term equity investments | 9,561,797,839.35 | 9,659,679,501.59 |
| Other equity investments | ||
| Other non-current financial assets | 80,738,178.41 | 76,589,599.00 |
| Investment properties | ||
| Fixed assets | ||
| Construction in progress | ||
| Productive living assets | ||
| Oil and gas assets | ||
| Right-of-use assets | 2,479,663.50 | 4,605,089.46 |
| Intangible assets | ||
| Including: Data resources | ||
| Development expenditure | ||
| Including: Data resources | ||
| Goodwill | ||
| Long-term deferred expenses | ||
| Deferred income tax assets | 9,230,406.43 | |
| Other non-current assets | ||
| Total non-current assets | 9,654,246,087.69 | 9,740,874,190.05 |
| Total assets | 13,248,656,532.89 | 15,030,806,969.62 |
| Current liabilities: | ||
| Short-term loans | 400,281,111.11 | 200,155,833.34 |
| Trading financial liabilities | ||
| Derivative financial liabilities | ||
| Notes payable | ||
| Accounts payable | 1,713,740.20 | |
| Advances from customers | ||
| Contract liabilities | ||
| Employee benefits payable | 28,060.00 | 30,200.00 |
| Taxes payable | 17,739,439.95 | 11,281,109.24 |
| Other payables | 32,866,010.91 | 28,901,705.53 |
| Including: Interest payable | ||
| Dividends payable | ||
| Liabilities held for sale | ||
| Non-current liabilities due within one year | 2,552,367.41 | 200,318,482.28 |
| Other current liabilities | ||
| Total current liabilities | 455,180,729.58 | 440,687,330.39 |
| Non-current liabilities: | ||
| Long-term loans | 306,000,000.00 | |
| Bonds payable | ||
| Including: Preferred shares | ||
| Perpetual bonds | ||
| Lease liabilities | 2,552,367.43 | |
| Long-term payables | ||
| Long-term employee benefits payable | ||
| Provisions | ||
| Deferred income | ||
| Deferred income tax liabilities | 142,444.51 | |
| Other non-current liabilities | ||
| Total non-current liabilities | 308,694,811.94 | |
| Total liabilities | 455,180,729.58 | 749,382,142.33 |
| Shareholders' equity: | ||
| Share capital | 2,217,864,281.00 | 2,217,864,281.00 |
| Other equity instruments | ||
| Including: Preferred shares | ||
| Perpetual bonds | ||
| Capital reserves | 6,345,690,695.32 | 6,468,587,957.50 |
| Less: Treasury shares | 401,229,096.75 | 300,524,656.78 |
| Other comprehensive income | -60,000,000.00 | |
| Special reserves | ||
| Surplus reserves | 1,108,932,140.50 | 1,108,932,140.50 |
| Retained earnings | 3,522,217,783.24 | 4,846,565,105.07 |
| Total shareholders' equity | 12,793,475,803.31 | 14,281,424,827.29 |
| Total liabilities and shareholders’ equity | 13,248,656,532.89 | 15,030,806,969.62 |
3. Consolidated Income Statement
Unit: RMB
| Item | 2024 | 2023 |
| 1. Total operating revenue | 17,440,957,495.58 | 16,546,871,737.85 |
| Including: Operating revenue | 17,440,957,495.58 | 16,546,871,737.85 |
| Interest income | ||
| Premium income | ||
| Handling charge and commission income | ||
| 2. Total operating costs and expenses | 14,483,511,016.90 | 13,603,488,187.84 |
| Including: Cost of sales | 3,726,548,784.98 | 3,391,580,579.32 |
| Interest expense | ||
| Handling charge and commission expenses | ||
| Surrenders | ||
| Net claims paid | ||
| Net amount provided as policy reserve | ||
| Expenditure on policy dividends | ||
| Reinsurance premium expenses | ||
| Taxes and surcharges | 44,113,070.92 | 36,892,301.48 |
| Distribution and selling expenses | 9,712,300,686.99 | 9,090,808,791.22 |
| General and administrative expenses | 515,515,048.85 | 592,119,581.61 |
| Research and development expenses | 646,356,784.55 | 713,563,181.73 |
| Financial expenses | -161,323,359.39 | -221,476,247.52 |
| Including: Interest expense | 63,965,623.94 | 65,589,638.61 |
| Interest income | 239,018,996.99 | 306,044,467.16 |
| Add: Other income | 88,261,430.73 | 110,038,707.84 |
| Investment income (“-” for loss) | 111,101,221.06 | 7,525,623.19 |
| Including: Share of profits and losses of joint ventures and associates | -9,114,042.59 | -17,776,565.55 |
| Gain on derecognition of financial assets measured at amortized cost (“-” for loss) | ||
| Gain on exchange (“-” for loss) | ||
| Net gain on exposure hedges (“-” for loss) | ||
| Gain on changes in fair value (“-” for loss) | -31,087,890.91 | 103,982,672.05 |
| Impairment loss on credit (“-” for loss) | 20,706,759.60 | -13,743,024.22 |
| Impairment loss on assets (“-” for loss) | -56,171,665.31 | -111,730,846.28 |
| Gain on disposal of assets (“-” for loss) | 747,990.04 | 1,431,156.84 |
| 3. Operating profit (“-” for loss) | 3,091,004,323.89 | 3,040,887,839.43 |
| Add: Non-operating income | 4,377,488.74 | 20,123,970.73 |
| Less: Non-operating expenses | 6,589,589.85 | 13,041,071.75 |
| 4. Profit before income tax expenses (“-” for loss) | 3,088,792,222.78 | 3,047,970,738.41 |
| Less: Income tax expenses | 424,491,264.41 | 414,443,596.24 |
| 5. Net profit (“-” for net loss) | 2,664,300,958.37 | 2,633,527,142.17 |
| 5.1 Classified by continuity of operations | ||
| 5.1.1 Net profit from continuing operations (“-” for net loss) | 2,664,300,958.37 | 2,633,527,142.17 |
| 5.1.2 Net profit from discontinued operations (“-” for net loss) | ||
| 5.2 Classified by ownership of the equity | ||
| 5.2.1 Net profit attributable to shareholders of the Company | 2,673,021,327.30 | 2,658,570,193.44 |
| 5.2.2 Net profit attributable to non- | -8,720,368.93 | -25,043,051.27 |
| controlling interests | ||
| 6. Other comprehensive income, net of tax | 9,837,395.55 | 23,533,183.20 |
| Other comprehensive income attributable to shareholders of the Company, net of tax | 9,837,395.55 | 23,533,183.20 |
| 6.1 Other comprehensive income that will not be reclassified subsequently to profit or loss | -5,236,043.48 | -23,571,778.91 |
| 6.1.1 Changes caused by remeasurement of defined benefit pension schemes | ||
| 6.1.2 Share of the other comprehensive income of the investee accounted for using equity method that will not be reclassified subsequently to profit or loss | ||
| 6.1.3 Changes in fair value of other equity investments | -5,236,043.48 | -23,571,778.91 |
| 6.1.4 Changes in the fair value of the company's own credit risk | ||
| 6.1.5 Others | ||
| 6.2 Other comprehensive income that will be reclassified subsequently to profit or loss | 15,073,439.03 | 47,104,962.11 |
| 6.2.1 Share of the other comprehensive income of the investee accounted for using equity method that will be reclassified subsequently to profit or loss | -1,271,767.54 | 0.00 |
| 6.2.2 Changes in fair value of other equity investments | ||
| 6.2.3 Other comprehensive income arising from the reclassification of financial assets | ||
| 6.2.4 Allowance for credit impairments in other debt investments | ||
| 6.2.5 Cash flow hedge reserve | ||
| 6.2.6 Exchange differences on translation of foreign currency financial statements | 16,345,206.57 | 47,104,962.11 |
| 6.2.7 Others | ||
| Other comprehensive income attributable to non-controlling interests, net of tax | ||
| 7. Total comprehensive income | 2,674,138,353.92 | 2,657,060,325.37 |
| Total comprehensive income attributable to shareholders of the Company | 2,682,858,722.85 | 2,682,103,376.64 |
| Total comprehensive income attributable to non-controlling interests | -8,720,368.93 | -25,043,051.27 |
| 8. Earnings per share: | ||
| 8.1 Basic earnings per share | 1.21 | 1.20 |
| 8.2 Diluted earnings per share | 1.21 | 1.20 |
Where business combinations under common control occurred in the current period, the net profit achieved by the acquireesbefore the combinations was RMB 0.00 with the amount for the same period of last year being RMB 0.00.Legal representative: Xu Zhigao Chief Financial Officer: Ye Wei Board Secretary: Ye Wei
4. Income Statement of the Company
Unit: RMB
| Item | 2024 | 2023 |
| 1. Operating revenue | 0.00 | 9,433.96 |
| Less: Cost of sales | 0.00 | 0.00 |
| Taxes and surcharges | 32,439.32 | 50,349.85 |
| Distribution and selling expenses | ||
| General and administrative expenses | 7,233,016.19 | 19,286,684.94 |
| Research and development expenses | ||
| Financial expenses | 8,833,921.68 | 1,373,974.08 |
| Including: Interest expense | 16,050,038.22 | 23,604,095.16 |
| Interest income | 8,529,008.58 | 23,391,950.84 |
| Add: Other income | 7,932,182.75 | 6,938,175.62 |
| Investments income (“-” for loss) | 904,917,055.11 | 1,704,272,876.72 |
| Including: Share of profits and losses of joint ventures and associates | ||
| Gain on derecognition of financial assets measured at amortized cost (“-” for loss) | ||
| Net gain on exposure hedges (“-” for loss) | ||
| Gain on changes in fair value (“-” for loss) | 27,364,378.07 | 18,294,520.55 |
| Impairment loss on credit (“-” for loss) | ||
| Impairment loss on assets (“-” for loss) | ||
| Gain on disposal of assets (“-” for loss) | ||
| 2. Operating profit (“-” for loss) | 924,114,238.74 | 1,708,803,997.98 |
| Add: Non-operating income | 169,747.52 | 1,478.73 |
| Less: Non-operating expenses | 20,001.80 | 70,214.21 |
| 3. Profit before income tax expenses (“-” for loss) | 924,263,984.46 | 1,708,735,262.50 |
| Less: Income tax expenses | -9,308,957.40 | 2,444,671.89 |
| 4. Net profit (“-” for net loss) | 933,572,941.86 | 1,706,290,590.61 |
| 4.1 Net profit from continuing operations (“-” for net loss) | 933,572,941.86 | 1,706,290,590.61 |
| 4.2 Net profit from discontinued operations (“-” for net loss) | ||
| 5. Other comprehensive income, net of tax | 60,000,000.00 | |
| 5.1 Other comprehensive income that will not be reclassified subsequently to profit or loss | 60,000,000.00 | |
| 5.1.1 Changes caused by remeasurement of defined benefit pension schemes | ||
| 5.1.2 Share of the other comprehensive income of the investee accounted for using equity method that will not be reclassified subsequently to profit or loss | ||
| 5.1.3 Changes in fair value of | 60,000,000.00 |
| other equity investments | ||
| 5.1.4 Changes in the fair value of the company's own credit risk | ||
| 5.1.5 Others | ||
| 5.2 Other comprehensive income that will be reclassified subsequently to profit or loss | ||
| 5.2.1 Share of the other comprehensive income of the investee accounted for using equity method that will be reclassified subsequently to profit or loss | ||
| 5.2.2 Changes in fair value of other equity investments | ||
| 5.2.3 Other comprehensive income arising from the reclassification of financial assets | ||
| 5.2.4 Allowance for credit impairments in other debt investments | ||
| 5.2.5 Cash flow hedge reserve | ||
| 5.2.6 Exchange differences on translation of foreign currency financial statements | ||
| 5.2.7 Others | ||
| 6. Total comprehensive income | 993,572,941.86 | 1,706,290,590.61 |
| 7. Earnings per share: | ||
| 7.1 Basic earnings per share | ||
| 7.2 Diluted earnings per share |
5. Consolidated Cash Flow Statement
Unit: RMB
| Item | 2024 | 2023 |
| 1. Cash flows from operating activities: | ||
| Cash received from the sales of goods or rendering services | 18,041,887,158.34 | 16,904,176,555.70 |
| Net increase in customer deposits and interbank deposits | ||
| Net increase in loans from the central bank | ||
| Net increase in loans from other financial institutions | ||
| Premiums received on original insurance contracts | ||
| Net proceeds from reinsurance | ||
| Net increase in deposits and investments of policy holders | ||
| Interest, handling charges and commissions received | ||
| Net increase in loans from other banks | ||
| Net increase in proceeds from repurchase transactions | ||
| Net proceeds from acting trading of securities | ||
| Refunds of taxes and levies | 1,496,678.61 | 2,434,967.58 |
| Cash received relating to other operating activities | 228,227,785.73 | 265,105,348.27 |
| Sub-total of cash inflows from operating | 18,271,611,622.68 | 17,171,716,871.55 |
| activities | ||
| Cash paid for purchases of goods and services | 3,476,808,553.68 | 3,413,825,692.72 |
| Net increase in loans and advances to customers | ||
| Net increase in deposits in the central bank and other banks and financial institutions | ||
| Payments for claims on original insurance contracts | ||
| Net increase in loans to other banks | ||
| Interest, handling charges and commissions paid | ||
| Policy dividends paid | ||
| Cash paid to and on behalf of employees | 1,538,242,844.53 | 1,564,676,531.31 |
| Payments of taxes and levies | 661,817,095.26 | 645,283,417.51 |
| Cash paid relating to other operating activities | 9,596,760,446.48 | 8,400,893,893.55 |
| Sub-total of cash outflows used in operating activities | 15,273,628,939.95 | 14,024,679,535.09 |
| Net cash flows from operating activities | 2,997,982,682.73 | 3,147,037,336.46 |
| 2. Cash flows from investing activities: | ||
| Cash received from disposal of investments | 163,197,797.31 | 150,435,928.42 |
| Cash received from investment income | 278,211,511.91 | 172,415,699.41 |
| Cash received from disposal of fixed assets, intangible assets and other long-term assets | 486,551.68 | 3,105,437.71 |
| Net cash received from disposal of subsidiaries and other business units | ||
| Cash received relating to other investing activities | 16,600,856,701.58 | 13,521,693,807.84 |
| Sub-total of cash inflows from investing activities | 17,042,752,562.48 | 13,847,650,873.38 |
| Cash paid for acquisition of fixed assets, intangible assets and other long-term assets | 572,301,836.19 | 1,311,950,763.69 |
| Cash paid to acquire investments | 467,246,072.26 | 237,738,371.40 |
| Net increase in pledged loans granted | ||
| Net cash paid for the acquisition of subsidiaries and other business units | 49,991.06 | 59,324.28 |
| Cash paid relating to other investing activities | 19,411,351,287.09 | 13,743,826,640.43 |
| Sub-total of cash outflows used in investing activities | 20,450,949,186.60 | 15,293,575,099.80 |
| Net cash flows from/used in investing activities | -3,408,196,624.12 | -1,445,924,226.42 |
| 3. Cash flows from financing activities: | ||
| Cash received from capital contributions | 620,000.00 | |
| Including: Cash received from capital contributions by non-controlling interests of subsidiaries | 620,000.00 | |
| Cash received from borrowings | 4,210,500,000.00 | 2,911,380,000.00 |
| Cash received relating to other financing activities | 1,019,805,900.00 | 355,000,000.00 |
| Sub-total of cash inflows from financing activities | 5,230,305,900.00 | 3,267,000,000.00 |
| Cash repayments of borrowings | 3,614,880,000.00 | 2,104,998,000.00 |
| Cash paid for interest and dividends | 2,266,059,806.20 | 2,052,191,844.69 |
| Including: Dividends paid by subsidiaries to non-controlling interests | 2,663,518.82 | |
| Cash paid relating to other financing activities | 142,038,995.94 | 1,396,209,021.10 |
| Sub-total of cash outflows used in financing activities | 6,022,978,802.14 | 5,553,398,865.79 |
| Net cash flows from/used in financing activities | -792,672,902.14 | -2,286,398,865.79 |
| 4. Effect of foreign exchange rate changes on cash and cash equivalents | 2,911,377.31 | 10,295,383.63 |
| 5. Net increase/decrease in cash and cash equivalents | -1,199,975,466.22 | -574,990,372.12 |
| Add: Cash and cash equivalents at beginning of the period | 2,745,481,726.82 | 3,320,472,098.94 |
| 6. Cash and cash equivalents at end of the period | 1,545,506,260.60 | 2,745,481,726.82 |
6. Cash Flow Statement of the Company
Unit: RMB
| Item | 2024 | 2023 |
| 1. Cash flows from operating activities: | ||
| Cash received from the sales of goods or rendering services | 10,000.00 | |
| Refunds of taxes and levies | ||
| Cash received relating to other operating activities | 3,493,756,316.89 | 2,866,152,757.49 |
| Sub-total of cash inflows from operating activities | 3,493,756,316.89 | 2,866,162,757.49 |
| Cash paid for purchases of goods and services | ||
| Cash paid to and on behalf of employees | 4,854,285.70 | 1,939,875.23 |
| Payments of taxes and levies | 2,809,328.25 | 4,280,167.75 |
| Cash paid relating to other operating activities | 1,858,456,849.48 | 2,710,211,734.70 |
| Sub-total of cash outflows used in operating activities | 1,866,120,463.43 | 2,716,431,777.68 |
| Net cash flows from/used in operating activities | 1,627,635,853.46 | 149,730,979.81 |
| 2. Cash flows from investing activities: | ||
| Cash received from disposal of investments | 1,777,870.31 | |
| Cash received from investment income | 930,843,031.16 | 1,737,876,392.74 |
| Cash received from disposal of fixed assets, intangible assets and other long-term assets | ||
| Net cash received from disposal of subsidiaries and other business units | ||
| Cash received relating to other investing activities | 5,625,000,000.00 | 4,580,000,000.00 |
| Sub-total of cash inflows from investing activities | 6,557,620,901.47 | 6,317,876,392.74 |
| Cash paid for acquisition of fixed assets, intangible assets and other long-term assets | ||
| Cash paid to acquire investments | 22,000,000.00 | 15,000,000.00 |
| Net cash paid for the acquisition of subsidiaries and other business units | ||
| Cash paid relating to other investing activities | 5,995,000,000.00 | 4,280,000,000.00 |
| Sub-total of cash outflows used in investing activities | 6,017,000,000.00 | 4,295,000,000.00 |
| Net cash flows from/used in investing activities | 540,620,901.47 | 2,022,876,392.74 |
| 3. Cash flows from financing activities: | ||
| Cash received from capital contributions | ||
| Cash received from borrowings | 700,000,000.00 | 690,000,000.00 |
| Cash received relating to other financing activities | ||
| Sub-total of cash inflows from financing activities | 700,000,000.00 | 690,000,000.00 |
| Cash repayments of borrowings | 1,003,500,000.00 | 337,000,000.00 |
| Cash paid for interest and dividends | 2,215,857,743.73 | 2,011,301,921.19 |
| Cash paid relating to other financing activities | 103,520,599.97 | 220,234,866.23 |
| Sub-total of cash outflows used in financing activities | 3,322,878,343.70 | 2,568,536,787.42 |
| Net cash flows from/used in financing activities | -2,622,878,343.70 | -1,878,536,787.42 |
| 4. Effect of foreign exchange rate changes on cash and cash equivalents | ||
| 5. Net increase/decrease in cash and cash equivalents | -454,621,588.77 | 294,070,585.13 |
| Add: Cash and cash equivalents at beginning of the period | 499,632,019.26 | 205,561,434.13 |
| 6. Cash and cash equivalents at end of the period | 45,010,430.49 | 499,632,019.26 |
7. Consolidated Statement of Changes in Shareholders’ Equity
2024
Unit: RMB
| Item | 2024 | ||||||||||||||
| Equity attributable to shareholders of the Company | Non-controlling interests | Total shareholders' equity | |||||||||||||
| Share capital | Other equity instruments | Capital reserves | Less: Treasury shares | Other comprehensive income | Special reserves | Surplus reserves | General risk reserves | Retained earnings | Others | Sub-total | |||||
| Preferred shares | Perpetual bonds | Others | |||||||||||||
| 1. Balance as at the end of prior year | 2,217,864,281.00 | 2,823,040,832.04 | 300,524,656.78 | -129,511,563.25 | 666,869,940.33 | 7,429,206,642.53 | 12,706,945,475.87 | 105,416,932.47 | 12,812,362,408.34 | ||||||
| Add: Adjustments for changed accounting policies | |||||||||||||||
| Adjustments for corrections of previous errors | |||||||||||||||
| Others | |||||||||||||||
| 2. Balance as at beginning of year | 2,217,864,281.00 | 2,823,040,832.04 | 300,524,656.78 | -129,511,563.25 | 666,869,940.33 | 7,429,206,642.53 | 12,706,945,475.87 | 105,416,932.47 | 12,812,362,408.34 | ||||||
| 3. Increase/ decrease in the period (“-” for decrease) | -144,511,015.88 | 100,704,439.97 | 9,837,395.55 | 449,162,428.81 | 213,784,368.51 | -9,540,531.40 | 204,243,837.11 | ||||||||
| 3.1 Total comprehensive income | -14,323,411.45 | 2,673,021,327.30 | 2,658,697,915.85 | -8,720,368.93 | 2,649,977,546.92 | ||||||||||
| 3.2 Capital contribution and withdrawal by shareholders | -144,511,015.88 | 100,704,439.97 | 0.00 | -245,215,455.85 | 1,843,356.35 | -243,372,099.50 | |||||||||
| 3.2.1 Common shares contribution and withdrawal by shareholders | -24,427,451.00 | -24,427,451.00 | |||||||||||||
| 3.2.2 Capital contribution and withdrawal by holders of other equity instruments | |||||||||||||||
| 3.2.3 Share-based payments included in shareholders’ equity | -122,987,060.04 | -122,987,060.04 | 89,797.86 | -122,897,262.18 | |||||||||||
| 3.2.4 Others | -21,523,955.84 | 100,704,439.97 | -122,228,395.81 | 26,181,009.49 | -96,047,386.32 | ||||||||||
| 3.3 Profit distribution | -2,199,698,134.00 | -2,199,698,134.00 | -2,663,518.82 | -2,202,361,652.82 | |||||||||||
| 3.3.1 Appropriation to surplus reserves | |||||||||||||||
| 3.3.2 Appropriation to general risk reserves | |||||||||||||||
| 3.3.3 Distribution to shareholders | -2,199,698,134.00 | -2,199,698,134.00 | -2,663,518.82 | -2,202,361,652.82 | |||||||||||
| 3.3.4 Others | |||||||||||||||
| 3.4 Internal transfers within shareholders’ equity | 24,160,807.00 | -24,160,807.00 | |||||||||||||
| 3.4.1 Capital reserves transferred into capital (or share capital) | |||||||||||||||
| 3.4.2 Surplus |
| reserves transferred into capital (or share capital) | |||||||||||||||
| 3.4.3 Surplus reserves for making up losses | |||||||||||||||
| 3.4.4 Changes in defined benefit pension schemes transferred into retained earnings | |||||||||||||||
| 3.4.5 Other comprehensive income transferred into retained earnings | 24,160,807.00 | -24,160,807.00 | |||||||||||||
| 3.4.6 Others | |||||||||||||||
| 3.5 Special reserves | |||||||||||||||
| 3.5.1 Increase in the period | |||||||||||||||
| 3.5.2 Used in the period | |||||||||||||||
| 3.6 Others | 42.51 | 42.51 | 42.51 | ||||||||||||
| 4. Balance as at the end of the period | 2,217,864,281.00 | 2,678,529,816.16 | 401,229,096.75 | -119,674,167.70 | 666,869,940.33 | 7,878,369,071.34 | 12,920,729,844.38 | 95,876,401.07 | 13,016,606,245.45 |
2023
Unit: RMB
| Item | 2023 | ||||||||||||||
| Equity attributable to shareholders of the Company | Non-controlling interests | Total shareholders' equity | |||||||||||||
| Share capital | Other equity instruments | Capital reserves | Less: Treasury shares | Other comprehensive income | Special reserves | Surplus reserves | General risk reserves | Retained earnings | Others | Sub-total | |||||
| Preferred shares | Perpetual bonds | Others | |||||||||||||
| 1. Balance as at the end of prior year | 2,217,864,281.00 | 2,776,585,669.95 | 83,105,950.55 | -153,044,746.45 | 666,869,940.33 | 6,758,838,410.54 | 12,184,007,604.82 | 128,597,499.21 | 12,312,605,104.03 | ||||||
| Add: Adjustments for changed accounting policies | |||||||||||||||
| Adjustments for corrections of previous errors | |||||||||||||||
| Others | |||||||||||||||
| 2. Balance as at beginning of year | 2,217,864,281.00 | 2,776,585,669.95 | 83,105,950.55 | -153,044,746.45 | 666,869,940.33 | 6,758,838,410.54 | 12,184,007,604.82 | 128,597,499.21 | 12,312,605,104.03 | ||||||
| 3. Increase/ decrease in the period (“-” for decrease) | 46,455,162.09 | 217,418,706.23 | 23,533,183.20 | 670,368,231.99 | 522,937,871.05 | -23,180,566.74 | 499,757,304.31 | ||||||||
| 3.1 Total comprehensive income | 23,533,183.20 | 2,658,570,193.44 | 2,682,103,376.64 | -25,043,051.27 | 2,657,060,325.37 | ||||||||||
| 3.2 Capital contribution and withdrawal by shareholders | 46,690,199.89 | 217,418,706.23 | -170,728,506.34 | 1,847,283.95 | -168,881,222.39 | ||||||||||
| 3.2.1 Common shares contribution and withdrawal by shareholders | 1,719,479.94 | 1,719,479.94 | |||||||||||||
| 3.2.2 Capital contribution and withdrawal by holders of other equity instruments | |||||||||||||||
| 3.2.3 Share-based payments included in shareholders’ | 46,690,199.89 | 46,690,199.89 | 127,804.01 | 46,818,003.90 |
| equity | |||||||||||||||
| 3.2.4 Others | 217,418,706.23 | -217,418,706.23 | -217,418,706.23 | ||||||||||||
| 3.3 Profit distribution | -1,988,201,961.45 | -1,988,201,961.45 | -1,988,201,961.45 | ||||||||||||
| 3.3.1 Appropriation to surplus reserves | |||||||||||||||
| 3.3.2 Appropriation to general risk reserves | |||||||||||||||
| 3.3.3 Distribution to shareholders | -1,988,201,961.45 | -1,988,201,961.45 | -1,988,201,961.45 | ||||||||||||
| 3.3.4 Others | |||||||||||||||
| 3.4 Internal transfers within shareholders’ equity | |||||||||||||||
| 3.4.1 Capital reserves transferred into capital (or share capital) | |||||||||||||||
| 3.4.2 Surplus reserves transferred into capital (or share capital) | |||||||||||||||
| 3.4.3 Surplus reserves for making up losses | |||||||||||||||
| 3.4.4 Changes in defined benefit pension schemes transferred into retained earnings |
| 3.4.5 Other comprehensive income transferred into retained earnings | |||||||||||||||
| 3.4.6 Others | |||||||||||||||
| 3.5 Special reserves | |||||||||||||||
| 3.5.1 Increase in the period | |||||||||||||||
| 3.5.2 Used in the period | |||||||||||||||
| 3.6 Others | -235,037.80 | -235,037.80 | 15,200.58 | -219,837.22 | |||||||||||
| 4. Balance as at the end of the period | 2,217,864,281.00 | 2,823,040,832.04 | 300,524,656.78 | -129,511,563.25 | 666,869,940.33 | 7,429,206,642.53 | 12,706,945,475.87 | 105,416,932.47 | 12,812,362,408.34 |
8. Statement of Changes in Shareholders’ Equity of the Company
2024
Unit: RMB
| Item | 2024 | |||||||||||
| Share capital | Other equity instruments | Capital reserves | Less: Treasury shares | Other comprehensive income | Special reserves | Surplus reserves | Retained earnings | Others | Total shareholders' equity | |||
| Preferred shares | Perpetual bonds | Others | ||||||||||
| 1. Balance as at the end of prior year | 2,217,864,281.00 | 6,468,587,957.50 | 300,524,656.78 | -60,000,000.00 | 1,108,932,140.50 | 4,846,565,105.07 | 14,281,424,827.29 | |||||
| Add: Adjustments for changed accounting policies | ||||||||||||
| Adjustments for corrections of previous errors | ||||||||||||
| Others | ||||||||||||
| 2. Balance as at beginning of year | 2,217,864,281.00 | 6,468,587,957.50 | 300,524,656.78 | -60,000,000.00 | 1,108,932,140.50 | 4,846,565,105.07 | 14,281,424,827.29 | |||||
| 3. Increase/ decrease in the period (“-” for decrease) | -122,897,262.18 | 100,704,439.97 | 60,000,000.00 | -1,324,347,321.83 | -1,487,949,023.98 | |||||||
| 3.1 Total comprehensive income | 933,572,941.86 | 933,572,941.86 | ||||||||||
| 3.2 Capital contribution and withdrawal by shareholders | -122,897,262.18 | 100,704,439.97 | -223,601,702.15 | |||||||||
| 3.2.1 Common shares contribution and withdrawal by shareholders | ||||||||||||
| 3.2.2 Capital contribution and withdrawal by holders of other equity instruments | ||||||||||||
| 3.2.3 Share-based payments included in shareholders’ equity | -122,897,262.18 | -122,897,262.18 | ||||||||||
| 3.2.4 Others | 100,704,439.97 | -100,704,439.97 | ||||||||||
| 3.3 Profit distribution | -2,199,698,134.00 | -2,199,698,134.00 |
| 3.3.1 Appropriation to surplus reserves | ||||||||||||
| 3.3.2 Distribution to shareholders | -2,199,698,134.00 | -2,199,698,134.00 | ||||||||||
| 3.3.3 Others | ||||||||||||
| 3.4 Internal transfers within shareholders’ equity | 60,000,000.00 | -60,000,000.00 | ||||||||||
| 3.4.1 Capital reserves transferred into capital (or share capital) | ||||||||||||
| 3.4.2 Surplus reserves transferred into capital (or share capital) | ||||||||||||
| 3.4.3 Surplus reserves for making up losses | ||||||||||||
| 3.4.4 Changes in defined benefit pension schemes transferred into retained earnings | ||||||||||||
| 3.4.5 Other comprehensive income transferred into retained earnings | 60,000,000.00 | -60,000,000.00 | ||||||||||
| 3.4.6 Others | ||||||||||||
| 3.5 Special reserves |
| 3.5.1 Increase in the period | ||||||||||||
| 3.5.2 Used in the period | ||||||||||||
| 3.6 Others | 1,777,870.31 | 1,777,870.31 | ||||||||||
| 4. Balance as at the end of the period | 2,217,864,281.00 | 6,345,690,695.32 | 401,229,096.75 | 1,108,932,140.50 | 3,522,217,783.24 | 12,793,475,803.31 |
2023
Unit: RMB
| Item | 2023 | |||||||||||
| Share capital | Other equity instruments | Capital reserves | Less: Treasury shares | Other comprehensive income | Special reserves | Surplus reserves | Retained earnings | Others | Total shareholders' equity | |||
| Preferred shares | Perpetual bonds | Others | ||||||||||
| 1. Balance as at the end of prior year | 2,217,864,281.00 | 6,421,769,953.60 | 83,105,950.55 | -60,000,000.00 | 1,108,932,140.50 | 5,128,476,475.91 | 14,733,936,900.46 | |||||
| Add: Adjustments for changed accounting policies | ||||||||||||
| Adjustments for corrections of previous errors | ||||||||||||
| Others | ||||||||||||
| 2. Balance as at beginning of year | 2,217,864,281.00 | 6,421,769,953.60 | 83,105,950.55 | -60,000,000.00 | 1,108,932,140.50 | 5,128,476,475.91 | 14,733,936,900.46 | |||||
| 3. Increase/ decrease in the period (“-” for decrease) | 46,818,003.90 | 217,418,706.23 | -281,911,370.84 | -452,512,073.17 | ||||||||
| 3.1 Total comprehensive income | 1,706,290,590.61 | 1,706,290,590.61 | ||||||||||
| 3.2 Capital | 46,818,003.90 | 217,418,706.23 | -170,600,702.33 | |||||||||
| contribution and withdrawal by shareholders | ||||||||||||
| 3.2.1 Common shares contribution and withdrawal by shareholders | ||||||||||||
| 3.2.2 Capital contribution and withdrawal by holders of other equity instruments | ||||||||||||
| 3.2.3 Share-based payments included in shareholders’ equity | 46,818,003.90 | 46,818,003.90 | ||||||||||
| 3.2.4 Others | 217,418,706.23 | -217,418,706.23 | ||||||||||
| 3.3 Profit distribution | -1,988,201,961.45 | -1,988,201,961.45 | ||||||||||
| 3.3.1 Appropriation to surplus reserves | ||||||||||||
| 3.3.2 Distribution to shareholders | -1,988,201,961.45 | -1,988,201,961.45 | ||||||||||
| 3.3.3 Others | ||||||||||||
| 3.4 Internal transfers within shareholders’ equity | ||||||||||||
| 3.4.1 Capital reserves transferred into capital (or share capital) | ||||||||||||
| 3.4.2 Surplus reserves transferred into |
| capital (or share capital) | ||||||||||||
| 3.4.3 Surplus reserves for making up losses | ||||||||||||
| 3.4.4 Changes in defined benefit pension schemes transferred into retained earnings | ||||||||||||
| 3.4.5 Other comprehensive income transferred into retained earnings | ||||||||||||
| 3.4.6 Others | ||||||||||||
| 3.5 Special reserves | ||||||||||||
| 3.5.1 Increase in the period | ||||||||||||
| 3.5.2 Used in the period | ||||||||||||
| 3.6 Others | ||||||||||||
| 4. Balance as at the end of the period | 2,217,864,281.00 | 6,468,587,957.50 | 300,524,656.78 | -60,000,000.00 | 1,108,932,140.50 | 4,846,565,105.07 | 14,281,424,827.29 |