() The operating comments of the Board of Directors in 2023 are as follows:
I. Discussion and analysis of business conditions
In 2023, the company closely followed the development trend of the industry, closely combined with the company’s business practice, further consolidated the stock business, optimized the asset-liability structure, promoted the disposal of inefficient assets in an orderly manner, and sought the company’s stable, healthy and sustainable development. (1) Operation and management of cinemas and cinemas. In 2023, the company’s cinema and cinema business actively grasped the favorable trend of industry recovery and promoted cost reduction and efficiency improvement. Strengthen the operation and deployment in key schedules, increase box office revenue, optimize and adjust the categories of cinemas, expand diversified cinema business models, and increase non-ticket income. Among them, Beijing Yaolai Jackie Chan Studios Wukesong Store resumed business on the eve of the National Day in 2023. On the opening day, the box office ranked first in Beijing, and the National Day box office ranked first in the country. The company further promoted the standardization of cinema operation, strengthened refined management, continuously reduced operating expenses by reducing rents, personnel costs and comprehensive energy consumption, shut down the inefficient cinemas and optimized the overall financial situation of the surviving cinemas. By the end of 2023, the company continued to operate 36 cinemas and 283 screens. During the reporting period, the company’s cinema sector achieved a total box office of 318 million yuan (excluding service charges), accounting for 0.63% of the total box office in the country, achieving a decrease in the number of cinemas but an increase in revenue compared with last year; Ranked 17th by box office revenue, with an annual movie attendance of 8.1581 million. (2) Film and television investment production and distribution business During the reporting period, the company’s film and television related business closely combined with the development trend of the industry, further adjusted its business strategy, reduced the total investment scale, and further emphasized the choice of themes and partners. Focusing on the strategic positioning of Beijing National Cultural Center, the company participated in the release of many film and television works that promoted the main theme and spread positive energy, and achieved good social and economic benefits. In terms of film distribution, the company participated in the production and distribution of the official film Beijing 2022 for the Winter Olympics, the film Procuratorial Storm produced in cooperation with the Supreme People’s Procuratorate Film and Television Center, the work about animal protection, Dog Romance, and the inspirational film for rural children, Dream in the Mountains, and other films were successfully released. Among them, "Beijing 2022" was selected as the opening film of Beijing International Film Festival, selected as the key project of Beijing Cultural Boutique Project, and became the world’s first official Olympic film released by commercial cinema; He was reported by Xinhua News Agency, People’s Daily, CCTV News and other media, and won the mainland box office champion in 2023, the documentary attendance champion in 2023, the Dragon Boat Festival, the 61st documentary and the box office champion of sports films in the mainland. He was selected as the opening film of the 12th Beijing International Film Festival, nominated for the best documentary in the 36th () Golden Rooster Award, and won the golden wreath award and the "Olympic and Paralympic Spirit" unit of the 2023 Milan International Sports Film and Television Festival. In addition, during the reporting period, the film Our Winter Olympics, which was produced and distributed by the company, won the Golden Garland Award in the Film Unit of Milan International Sports Film and Television Festival 2023, the film My People，My Country The Wandering Earth, which was produced and distributed, won the Excellent Feature Film Award of the 18th China Film China Watch Award, and the film Miracle-Stupid Child, which was produced and distributed, won the Excellent Feature Film Award of the 19th China Film China Watch Award. The TV drama and online drama business focuses on the main theme and positive energy projects. During the reporting period, China’s first big-screen film "Prosecutions" and China’s first TV series "Prosecutions" with the theme of procuratorial organs cracking down on new cyber crimes were broadcast in April and May, 2023, respectively. The theme came from the vigorous development of people’s procuratorial work in the new era, which has attracted the attention of the whole people and social familiarity, embodied people-centered creative thinking, and presented a distinct realistic view and positive social influence. The TV series "Days of Iron Horse’s Passion" with strong Beijing characteristics deeply digs into the great historical value of Changxindian, a thousand-year-old ancient town in southwest Beijing, as an important town of manufacturing development in China, the source of revolutionary history and the starting point of the workers’ movement, shows the century-long struggle of China’s national industry represented by railways, shapes a group of characters with distinctive personalities, and carries forward the "artisan spirit" of China’s national industry. (3) Game R&D and operation business During the reporting period, the company adhered to the business strategy of creating high-quality games, and started from the aspects of improving product quality and exploring new product categories to continuously improve the efficiency of research and development, distribution and operation of the company. In terms of market expansion, the company actively explores new modes of cooperation, builds an ecosystem of research, development and transportation oriented by products, markets and users, and forms a benign synergy within the ecosystem; Through strategic cooperation and deep customization, we will gradually form a content-side product matrix to expand and enrich the revenue sources of game R&D and operation business. In 2023, the company’s flagship product "Siege the World" has maintained a stable total flow since it was launched in 2021 through continuous innovation in gameplay and continuous improvement in planning level. In 2023, the global flow reached 941 million yuan; The previous product, Siege Three Kingdoms, continuously improved the entertainment and user experience of the game by calling players to test and verify the core gameplay and listening to players’ suggestions, and launched a series of marketing methods such as the return of old users, which continued to slow down the decline of the original mature products. After years of operation, it continued to exert its strength. In 2023, the global water flow still reached 135 million yuan. In terms of new game reserves, during the reporting period, the company added two new game products and reserves, which are expected to be launched online in 2024. Among them, Strange Tales of Immortal Fairy (tentative name) is a 3D multiplayer online role-playing product, which is a strategic product for the company to explore high-quality content. It is expected to be launched in June 2024. This product has made diversified innovations in product types, themes, artistic expression and gameplay, and is expected to become the main product of the company. The Three Kingdoms War 2 (tentative name) is a customized game on the H5 platform, which is expected to be launched in October 2024. The product is technically committed to improving the performance of the product engine, improving the quality of art and sound effects of the product, so as to meet the user’s experience demand for high-quality games; In planning, we will devote ourselves to gameplay innovation, design innovation and process optimization to meet the needs of users in interesting and fluent experience. The company’s own distribution channel "Huluxia" APP channel has further exerted its strength. By the end of 2023, the registered users of "Huluxia" APP reached 37.1529 million, and the cumulative installation amount reached 375 million times. Compared with last year, the monthly active users of the platform increased steadily, showing a strong user base and market potential. In addition, Huluxia platform has completed the development of H5 operation port. In the future, it will do a good job in daily product cooperation with major game manufacturers, create stable game intermodal revenue, and continuously expand the H5 small game intermodal business to increase the game intermodal revenue. At the same time, the team made a major version update on the basis of the original Huluxia platform. Through the newly developed Android virtual machine APP system, the user experience of the game was better enhanced, the user activity and market competitiveness of the platform were enhanced, and the comprehensive income level was further improved. (D) Promote the withdrawal of inefficient assets and optimize the asset structure. During the reporting period, the Company concentrated its efforts on promoting the disposal of inefficient assets and the withdrawal of equity investment projects, designed different asset disposal schemes according to the characteristics of different assets and projects, and actively took judicial measures such as litigation and arbitration to speed up the implementation of payment collection. Actively use various means to optimize the company’s asset-liability structure, increase the recovery of film and television project funds, further revitalize assets, increase cash inflows, and lay the foundation for the company’s stable, healthy and sustainable development. Ii. the industry in which the company is located during the reporting period. (A) the film and television industry 1. Industry development (1) Film industry In 2023, China’s film industry showed a positive development trend, not only in the box office and movie attendance, but also in the diversification of content and the rise of domestic films, showing the vitality of the industry and showing a positive growth momentum. The recovery of movie-watching demand has driven the market to rise, and domestic films have become the absolute protagonists. According to the data of the National Film Bureau, the total box office of China movies reached 54.915 billion yuan (including service fees) in 2023, returning to the level of 2017, and the number of people watching movies in city cinemas reached 1.299 billion, a record high in the past four years, and the audience’s willingness to watch movies rebounded obviously. With the continuous improvement of the quality and diversification of the content of domestic films, domestic films occupy an increasingly important position in the market, and the box office of domestic films is 46.005 billion yuan, accounting for the proportion. 83.77%, surpassing the record high in 2019. A total of 11 films broke 1 billion at the box office in the whole year, all of which were domestic films; 29 films with a box office of more than 500 million, including 24 domestic films; There are 73 films with box office exceeding 100 million, including 50 domestic films. Industry production and supply have picked up, and creative enthusiasm has improved. According to the data of the National Film Bureau, 792 feature films were produced in 2023, with a total output of 971 films. In 2023, a total of 510 films were released, including 432 domestic films and 78 imported films. According to the 2023 national film script (synopsis) filing and project publicity data released by the State Film Bureau, in 2023, there were 3,008 films filed and approved nationwide, up 60.34% year-on-year, achieving the first substantial increase in the past five years. The output value structure of cinemas has recovered well. According to the Annual Inventory Report of China Film Market in 2023 released by Lighthouse Research Institute (), in 2023, there were 12,723 box-office cinemas in China city cinemas, and the number of screens rose to 86,000. The construction of cinemas slowed down, and new cinemas were mainly distributed in third-and fourth-tier cities. The number of medium and high output value cinemas has rebounded, and the number of cinemas with annual box office less than 5 million has dropped. The output value structure of cinemas is healthier than that in 2020-2022. However, due to the obvious effect of box office schedule, 40% to 60% of cinemas are still more dependent on the popular schedule of Spring Festival and summer vacation than the industry average. (2) TV series industry The number of TV series on-line continues to decrease, and the creation and production have entered a rational and standardized stage. According to the data in the 2023 China Drama Development Report of the State Administration of Radio and Television and the Development Research Center of the State Administration of Radio, Film and Television, in 2023, 156 dramas with 4,632 episodes were produced nationwide and obtained the Domestic TV Drama Distribution License, which was slightly lower than that of 160 dramas with 5,283 episodes in 2022. The number of TV dramas decreased for eleven consecutive years, and the total number of episodes decreased for eight consecutive years. In 2023, there were 538 national TV drama production records and publicity plays, 67 more than in 2022. This is the first time that the number of TV drama production records has rebounded since the "seven consecutive declines" in 2016. In 2023, a total of 561 online dramas passed the planning and filing, which continued to decline compared with 660 in 2022 and 1,172 in 2021. The distribution and broadcasting pattern of drama series has undergone profound changes, and the cooperation between Taiwan and the Internet has developed in depth. In the drama market, the proportion of copyrighted dramas is decreasing, while the proportion of customized dramas and sub-account dramas is increasing. The production system of platform-made dramas is becoming more and more mature, and the quality of works is constantly improving, showing a trend that platform-made dramas and self-made dramas replace copyrighted dramas and become the mainstream of the market. Major video platforms are becoming important drama suppliers for TV stations. Compared with the main video platform and the Central Radio and Television Headquarters, the competitiveness of provincial satellite TV stations has dropped significantly, and the advertising revenue has dropped significantly, which has restricted the TV stations’ ability to purchase excellent dramas. The solo broadcast of the five David TV theaters is scarce, and the spell broadcast has become the norm. It has become the norm for the second and third satellite TV stations to broadcast two rounds of dramas, multiple rounds of dramas and simulcasts in prime time at night. 2. Changes in industry policies On May 21, 2023, the Announcement on the Policy of Exempting Special Funds for the Development of National Film Industry in Phases (Announcement No.9 of the State Film Bureau of the Ministry of Finance in 2023) was exempted from the special funds for the development of national film industry from May 1, 2023 to October 31, 2023. On September 22, 2023, Announcement on Continuing to Implement the Value-added Tax Policy to Support the Development of Cultural Enterprises. (Announcement No.61 of the State Administration of Taxation, Ministry of Finance, 2023), the income from selling movie copies (including digital copies), transferring movie copyrights (including transfer and licensing), movie distribution income and movie screening income obtained by film group companies (including member enterprises), film studios and other film enterprises that are engaged in film production, distribution and screening according to their functions and powers. The city film screening service provided by ordinary taxpayers can choose to calculate and pay the value-added tax according to the simple tax calculation method according to the current policy. This announcement will be implemented until December 31, 2027. On August 9, 2023, the Notice of the State Administration of Radio and Television on Further Standardizing the Planning, Filing and Content Review of TV Drama, Online Drama and Online Movie (Guangdian Fa [2023] No.26) was issued, which made clear and emphasized matters such as filing and publicity, filing before broadcasting, governance of water-flooded drama and sky-high film remuneration. Under the policy guidance and the ever-changing market environment, the TV drama industry continues to reduce and improve the quality and deepen the content to create high-quality excellent dramas. (2) The situation of the game industry 1. The game industry The domestic game market has obviously picked up. According to the Game Industry Report of China in 2023 and the Game Research Report of China in 2023 jointly compiled by the Game Working Committee of China Music and Digital Association, China Game Industry Research Institute and Gamma Data (CNG), in 2023, the global game market scale was 1,177.379 billion yuan, up 6.00% year-on-year, and the actual sales revenue of the domestic game market was 302.964 billion yuan, up 13.95% year-on-year. Among them, the actual sales revenue of China’s self-developed games in the domestic market was 256.375 billion yuan, up 15.29% year-on-year, among which the actual sales revenue of mobile games increased significantly, accounting for 74.88% of the revenue. The global mobile game market is about RMB 606.267 billion, up by 1.98% year-on-year. The actual sales revenue of China’s mobile game market was 226.86 billion yuan, a year-on-year increase of 17.51%, setting a new record. The actual overseas sales revenue of self-developed game products decreased year-on-year. According to the Research Report on Games Going to Sea in China in 2023, in 2023, the actual overseas sales revenue of self-developed products in China was USD 16.366 billion, down 5.65% year-on-year. After 2022, it declined again, and the decline rate expanded, so the game going to sea was under great growth pressure. The United States and Japan are still the main overseas markets of China’s mobile games, accounting for 32.51% and 18.87% respectively; South Korea ranks third with 8.18%. In addition, Germany, Britain and Canada together accounted for 9.45%. Overseas emerging markets such as the Middle East and Latin America have not seen significant improvement. 2. Policy changes in the game industry In 2023, the distribution frequency of game version numbers is relatively fixed, and the number of distribution has also increased significantly. According to official website of the State Press and Publication Administration, in 2023, 1,075 versions of games were issued, far exceeding the 512 versions in 2022. The distribution of the version number in 2023 shows that the competent authorities have begun to show greater transparency and stability in the approval of the version number, which provides more clear market expectations for game companies. At the same time, the support attitude towards high-quality content and innovative games has brought new development opportunities to the industry. On November 17, 2023, the State Press and Publication Administration issued the Notice of the State Press and Publication Administration on Implementing the Publishing Project of Online Games (Guoxin Departure Letter [2023] No.230), and decided to select a number of online games with correct value orientation, rich cultural connotation and entertaining, so that positive energy will become the main tone for the development of online games. The circular pointed out five key directions: spreading socialist core values, inheriting Chinese excellent traditional culture, showing the development achievements and features of the new era, promoting scientific and technological innovation and application of new technologies, and having international market potential. On December 22, 2023, the State Press and Publication Administration publicly solicited opinions on the Measures for the Administration of Online Games (Draft for Comment), covering online game approval, content management, distribution and trading of game coins and virtual props, publicity and promotion, and protection of minors. Articles 17, 18 and some other contents of the exposure draft have great influence on the current game industry and are concerned by all parties. Iii. Business of the Company during the reporting period (a) the main business. The company is mainly engaged in the business of film and television and games and its derivative "culture+"business. The main business sectors include cinema and cinema operation management, film and television investment production and distribution, game research and development and operation, and "culture+"business, involving cultural and entertainment-related industries. (2) Business model 1. The main business model of cinema and cinema operation management business. The cinema operation business mainly provides film screening services to movie audiences, and also engages in value-added services such as cinema sales and derivative sales, as well as film patch advertisements and cinema venue advertisements. The cinema operation business is mainly for the unified film arrangement and film supply management of subordinate cinemas. Studios and cinemas mainly earn income by collecting non-box office income such as box office accounts, sales and advertisements. 2. The main business model of film and television business The film investment and production business is mainly for the company to select high-quality themes through careful evaluation and market analysis, develop scripts independently or jointly with other partners, build a crew, and shoot and produce, and finally share benefits and risks according to their respective investment ratios or contractual agreements. The film distribution business is mainly to promote films to cinemas and cinemas, negotiate with cinemas, arrange film screenings and other services, and obtain income by collecting distribution commissions and fixed returns. The TV drama investment and production business is mainly for the company to jointly invest in TV drama projects with other investors, or for the company to provide IP and scripts and entrust a third party to produce and shoot TV dramas for the company, and to obtain income or share by transferring the right of communication to TV stations and online video platforms. 3. The main business model of the game business The company’s main business includes research and development, distribution and operation of mobile games and web games. The company’s online game operation business is divided into three modes according to different operation modes: independent operation, authorized operation and joint operation. The R&D and operation business of online games is mainly to create high-quality mobile games, web games and other product contents under the established R&D, distribution and channel industrial chain pattern, and to distribute and promote them through cooperation with major game platforms at home and abroad, as well as their own game platforms, so as to obtain income or share through game download income and props sales. 4. The main business model of "Culture+"business "Culture+"business is based on the company’s strategic development plan, around the company’s existing main business, based on the company’s own brand advantages, diversified layout in the cultural field, expanding the company’s income channels and enhancing the company’s competitiveness. Iv. analysis of core competitiveness during the reporting period 1. Have a competitive cinema. During the reporting period, the company’s studio sector achieved a total box office of 318 million yuan (excluding service fees), accounting for 0.63% of the total box office in the country, ranking 17th in terms of box office revenue. The company’s Yaolai Studios Beijing Wukesong Store re-led the country after resuming business on the eve of the National Day. On the opening day of September 28, it won the first box office in Beijing Studios with a box office of 137,000 yuan. In the National Day period, the box office with service reached 2,451,200 yuan, ranking first in the national cinema single store; In the Spring Festival of 2024, it won the national cinema single-store box office champion for 8 consecutive days. The company’s studio has established a stable self-owned membership system, and the membership box office accounts for more than 20%. 2. It has a relatively complete film and television industry chain. The company’s film and television business covers many links such as production, distribution, cinemas and cinemas, and completely covers the industrial chain system of the film and television industry, providing a powerful and perfect platform for the production, distribution and projection of the company’s film and television works, enabling the company’s various business sectors to coordinate resources, maintain control over film and television products in all links, improve overall operating efficiency, strengthen the sustainability of high-quality content output, and maximize value. 3. Have more efficient game research and development capabilities. After several years of rapid development and technical accumulation, the company’s game business has continuously strengthened its research and development strength and greatly improved its product quality. The company actively promotes the strategy of "integration of research and transportation", adheres to the strategy of "quality, diversification and globalization", attaches importance to R&D investment and personnel training, and has excellent and efficient R&D capabilities. The self-developed products have the characteristics of high success rate and long cycle. The company has successively launched a variety of self-developed boutique games with a monthly flow of over 100 million yuan. At the same time, the company vigorously upgraded and optimized the R&D project establishment mechanism, established diversified indicators, and set up an incentive ladder system for different categories of products through diversified incentives to better stimulate the enthusiasm and creativity of employees. 4. Have refined long-term game operation ability. The company combines market characteristics with rich experience in game research and development and operation, and has the ability of refined long-term operation, effectively extending the product life cycle. Through systematic, differentiated and customized traffic operation mode and perfect operation service, the company actively extends the life cycle of high-quality games from the aspects of product game activity planning, gameplay innovation and user’s game experience. The company adheres to the design and operation concept of game player-oriented, attaches importance to all aspects of product quality and customer service, deeply listens to the opinions of the majority of players on the products, responds to market changes in time, adjusts the delivery strategy, and satisfies the player’s game experience through rapid version update and breakthrough in gameplay, which makes the company’s various games have a good reputation and popularity, and has accumulated a certain loyal user group. 5. Strong resource integration ability. As a state-owned cultural listed company in Beijing, the company operates in a market-oriented way, relying on the resource advantages of the capital cultural industry and the background of shareholders, and has established good cooperative relations with outstanding enterprises, teams, core personnel, special examination and approval institutions and special content resource institutions in the domestic cultural content industry, forming a strong ability to integrate industry resources, and maintaining the sustainable development of relations with outstanding enterprises and talents in the industry based on project cooperation; Based on the exploration and practice of new business and new fields, expand new formats in the cultural field and tap the potential of IP re-creation; Open up () channels, realize the horizontal diversification and vertical integration of the cultural industry chain, strengthen the resource gathering of key schedules and key projects, and reserve high-quality projects at the same time to ensure the depth of business. V. Main operations during the reporting period In 2023, the company further shut down the inefficient studios; Due to market contraction and uncertain industry prospects, its cultural and entertainment brokerage business was shut down; Some of the company’s film and television projects were affected by factors such as the market and actors, and the distribution effect was not up to expectations or could not be promoted, and the film and television business continued to decline. In addition, in 2023, due to the decline of siege series games, the development progress of reserve games was lower than expected, so the goodwill of the game sector showed signs of impairment. Considering the above factors comprehensively, in 2023, the company accrued 887 million yuan of goodwill impairment loss to Yaolai Studios and the game sector, which had a great impact on the company’s net profit. The company’s film and television projects are affected by immoral artists, and the distribution is facing greater risks. Although post-editing and re-shooting work are carried out, there are still major uncertainties, so the provision for inventory depreciation is 164 million yuan. In recent years, due to the large operating losses and tight funds, some projects are overdue or unable to be paid on time, resulting in liquidated damages, late fees, etc. According to the latest progress of pending litigation and the expected compensation for breach of contract, the estimated liabilities are about 91 million yuan. Due to the slow development progress, Jinniuhu Project was not completed as scheduled as agreed in the agreement, and the risk of the company’s actual obligation to pay fines, liquidated damages and other expenses related to land development was significantly increased. According to the possibility of payment, the estimated debt was accrued to 200 million yuan. Affected by the superposition of the above factors, the company lost 1.647 billion yuan during the reporting period. By the end of 2023, the net assets attributable to shareholders of listed companies were-1.037 billion yuan and the total assets were 3.005 billion yuan, a decrease of 40.47% compared with the end of 2022. By the end of 2023, the company’s total share capital was 1,854,853,500 shares, unchanged from the previous period. VI. The Company’s Discussion and Analysis on the Company’s Future Development (A) the industry pattern and trends 1. Film and television industry The box office tends to concentrate on the head. The box office of Chinese movies is increasingly affected by the explosion. In 2023, the box office of the top five movies accounted for 33.83% of the total box office of the country, and the box office of the top ten movies accounted for 48.51%, both of which were further higher than in 2019. At the same time, the box office is further concentrated in key periods. In 2023, the box office of summer, Spring Festival, National Day and other holidays accounted for 37.5%, 12.3%, 5.0% and 7.5% of the total box office in the whole year, accounting for 62.4% of the national box office. The box office continues to sink to third-and fourth-tier cities. The proportion of box office in first-tier cities dropped from 19.1% in 2019 to 16.6% in 2023, while that in second-tier cities dropped slightly from 40.9% in 2019 to 39.3% in 2023, and that in third-tier cities rose from 16.2% in 2019 to. 17% in 2023, and fourth-tier cities rose from 23.7% in 2019 to 27.1% in 2023. Newly-built studios have mainly sunk to second-,third-and fourth-tier cities, and the number of screens and single-screen box office have reached new highs. The right to speak TV series is gradually transferred from the production organization to the broadcasting platform. With the rise of video platforms and the increasing proportion of customized dramas, on the one hand, production organizations are highly bound to creators, and actively realize highly stylized creative attempts; on the other hand, they establish a stable production and broadcasting relationship with platforms to realize efficient product output, which impacts the traditional pattern. The head production company market shows obvious differences, and the new generation creative companies hold up half of the market with a brand-new attitude. 2. Game industry The game market has entered a mature stage. From the perspective of market size, the actual sales revenue growth in the domestic game market has slowed down significantly since 2018, and the actual sales revenue of self-developed games overseas has also declined for two consecutive years. From the scale of active households, in 2023, the number of game users in China was 668 million, up 0.61% year-on-year, and the number of mobile game users was about 657 million, up 0.38% year-on-year. Compared with the data of 526 million game users and 605 million mobile game users in 2018, the growth of users slowed down significantly. Judging from the game duration and willingness to pay, according to the statistics of the game industry report in 2023, the game duration of some users has decreased, and it is expected that the payment amount will also decrease accordingly; According to the "Analysis Report on the Trend and Potential of Game Industry in China in 2024" released by Gamma Data, in the latest user questionnaire, the proportion of users whose game duration has decreased has exceeded that of users who have increased, and the proportion of users who are expected to spend less on games in the future has also exceeded that of users who spend more. The cost of game distribution continues to increase. According to DataEye data, in 2023, the number of games in mobile games reached 22,000, up over 10% year-on-year, and the amount of materials was 26.86 million, up 94% year-on-year. With the increase of exposure demand, the soaring number of products in investment and the decline of players’ consumption level, the buying end is more involuted, the competition is fierce and the buying cost is rising. The small game market is growing rapidly. According to the Game Industry Report of China in 2023, due to the rapid increase of the realization mode of in-app purchase and payment, the market scale grew rapidly, and the annual revenue in 2023 reached 20 billion yuan, up 300% year-on-year. With the advantages of lightweight gameplay, a large number of enterprises began to choose to lay out small games through small game authentication and running mode, reaching more users through the characteristics of click-and-play and easy sharing fission, and realizing the transformation of mobile games. (II) Company development strategy As a state-owned listed cultural enterprise in Beijing, Wentou Holdings will closely focus on the positioning of Beijing National Cultural Center, strengthen the responsibility and responsibility of state-owned enterprises, take the mission of building a leading cultural content and channel enterprise, constantly strengthen the awareness of high-quality development, constantly consolidate the stock business through optimizing layout, deepening management and standardizing operation, fully promote risk resolution, explore innovative development models in line with industry laws and market trends, and enhance the company’s profitability and core competitiveness. The cinema sector will focus on the existing cinema space resources, customer base resources, film and television distribution, the whole industrial chain resources of cinema, technology and channel resources, optimize the regional layout and management of cinemas, actively innovate, link up and expand new ecology, enhance internal management and risk control capabilities and support, and achieve the goal of orderly operation, efficiency improvement and performance competition of cinemas. On the premise of controlling investment and risk, the film and television business will adhere to the realistic creative path around important time nodes and major themes, explore the creative direction of major revolutionary themes, major historical themes and major realistic themes, and create a "Beijing model" for the new era of Acura. The game business will continue to deepen the core advantages of "quality products", enrich the game categories, explore excellent channels and operating companies, explore new modes of cooperation, build an ecosystem of research, development and transportation oriented to products, markets and users, gradually form a product matrix at the content end, and expand and enrich the income sources of the game operation business. The company will continue to strictly implement the requirements of securities supervision, industry-related rules, regulations and policies, adhere to the correct orientation, bravely assume social responsibilities, and strive to achieve a stable, healthy and sustainable development pattern. (3) Business plan In 2024, the cinema sector will fully guarantee box office output and increase non-ticket income. Do a good job in arranging films in key slots, and at the same time strengthen the new media platform to attract customers, enhance the brand image and passenger flow transformation of studios, and increase the box office income of key slots. By optimizing the category and display of products sold, strengthening the standardized training of promotion and other measures, the customer’s willingness to consume will be increased and the sales income will be increased. Carry out cinema venue activities through cross-border cooperation, innovate the cross-border business model, and on the basis of the existing diversified position scene of "position income +VR+ technology", focus on exploring and trying more new modes and new scene opportunities such as "VR+ cinema+position", "VR+AI" and "AI+cinema+film and television" to expand the income of business cooperation. Strengthen the new media platform’s customer outreach function, increase customer base drainage and enhance brand awareness and reputation, continue to promote standardized and refined management of operations, and scientifically control various operating expenses. (2) Film and television investment production and distribution business The company’s film and television business will further focus on improving quality and reducing quantity, speed up the production and distribution of stock film and television projects, and successfully complete the announcement of "Beijing 2022". On the basis of ensuring the smooth operation of the business, we will focus on the content production of major themes and realistic themes, give full play to the advantages of platform resources of state-owned enterprises, strengthen cooperation and alliance with high-quality enterprises and industries inside and outside the industry, and strive to establish differentiated brands and enhance the influence value in the film and television industry. (3) Game R&D and operation business 1. Effectively enhance the strength of self-research and develop multiple product matrices. Implement the "high-quality and diversified" measures to achieve a double breakthrough in the quality and quantity of self-developed products. In 2024, we will continue to operate the game products of Siege Three Kingdoms and Siege the World, maintain and maintain the good cooperative relationship of existing channels, and actively expand new cooperative channels and overseas distribution channels. In terms of new product reserve, we will strive to complete the research and development of products such as "Strange Tales of Immortal Immortals" and "The War of the Three Kingdoms 2" (tentative name) on schedule. At the same time, according to the overall product strategy and market situation, formulate corresponding research and development plans and online promotion plans. In the future, we will continue to make diversified innovations in product types, themes, artistic expressions and gameplay, and strive to launch diversified boutique games with high quality and long life cycle to meet the needs of different types of players. 2. Expand the advantages of going to sea to help spread Chinese culture. The company will further give full play to the first-Mover advantage in overseas markets, continuously expand the scale of overseas business by relying on the company’s game research and development capabilities and localized marketing capabilities, and at the same time integrate the excellent traditional culture of China in terms of game themes, content and gameplay, and promotional materials, and launch more excellent works with China characteristics, China spirit and China wisdom. (D) Actively promote restructuring and improve the structure of assets and liabilities. On February 19, 2024, the company received the Notice from Beijing No.1 Intermediate People’s Court (hereinafter referred to as "Beijing No.1 Intermediate People’s Court" or "the Court"). The creditors of the company applied to Beijing No.1 Intermediate People’s Court for reorganization of the company on the grounds that the company could not pay off the debts due to the applicant and obviously lacked solvency, but it still had reorganization value and reorganization possibility, and applied to start pre-reorganization of the company. On February 26th, 2024, the company received the Decision from Beijing No.1 Intermediate People’s Court on starting the pre-reorganization and appointing the temporary manager during the pre-reorganization period, and agreed to start the pre-reorganization and appoint the temporary manager at the same time. On March 1, 2024, in order to smoothly advance the company’s pre-reorganization and reorganization procedures, and restore and enhance the company’s sustainable operation and profitability, the temporary manager launched an open recruitment and reorganization of investors. On March 29th, 2024, the deadline for submitting the restructuring investment plan to the intended investors expired. A total of 22 intended investors (if two or more enterprises form a consortium to register, they will be regarded as one intended investor) submitted a binding restructuring investment plan, among which one intended investor has explicitly participated in the investment as an industrial investor. In order to strive for more favorable commercial conditions for the reorganization of the company, the company and the temporary manager are further conducting commercial negotiations with the intended investors. The company will actively promote the smooth implementation of this reorganization, substantially improve the company’s asset-liability structure, and protect the interests of the company and all creditors and shareholders to the maximum extent. (E) divest inefficient assets and improve asset quality. In order to improve the operating efficiency and market competitiveness of the company’s main business, the company will continue to promote the disposal and divestiture of inefficient assets and improve the overall quality of existing assets. In the cinema business segment, the company will further sort out and shut down loss-making stores while retaining high-quality cinema stores, and concentrate resources on high-quality stores to expand the market competitiveness of high-quality stores. The film and television sector will strengthen negotiations with project partners and collect film and television accounts receivable as soon as possible. The game sector will continue to give full play to the advantages of the company’s R&D and innovation capabilities, increase the exploration of new products and new business models, and create new business growth points. Foreign equity investment will accelerate the full withdrawal of existing projects, realize the depreciation of assets and complete the cash return through withdrawal. (4) Possible risks 1. Risk of improper behavior of participants The film and television project has a long cycle and involves a wide range of people. Once the main participants have negative events, the film and television project will be put on hold, unable to be released or increase the production cost, which will damage the project income and even make the company face default. The company will reduce the losses caused by the problems of the participants by strengthening the background investigation of the partners and strengthening the effectiveness of the binding clauses in the agreement. 2. Risk of changes in market demand As a subjective nonstandard product, film and television products have unstable supply-demand relationship and high emotional value, so it is difficult to quantify the evaluation and judgment. But content quality is always the main criterion that can stand the market test. The company will combine its core competitiveness in subject matter and resources, and insist on creating high-quality content output with main theme. The development projects of Jinniuhu Theme Park and E-sports Entertainment Industrial Park are tested by multiple factors in the market. For example, major changes in the future market are not conducive to the project operation, or major changes in market demand are caused by other uncontrollable factors, or the financing is not timely. The project may face the risk of failing to build according to the agreed schedule or even terminating the project, and the company may be required to bear the risk of related fines, liquidated damages and other expenses. 3. Industry regulatory policy risks At present, the relevant government regulatory authorities attach great importance to the healthy development of the online game industry, and the supervision of the online game industry continues to increase, and the threshold for online game-related business qualifications and licenses has also increased. On December 22, 2023, the State Press and Publication Administration publicly solicited opinions on the Measures for the Administration of Online Games (Draft for Comment), and put forward specific requirements on the publishing and operation of online games and the protection of minors. In view of the uncertainty whether all kinds of new game products that the company will continue to develop in the future can pass the pre-approval of the competent authorities, such as the deviation between the company’s understanding of regulatory laws and regulations when reviewing the content of game products in the research and development process, or the fact that the content of game products in the future does not meet the requirements of current regulatory laws and regulations, or violates relevant regulations during the operation of game products, there may be compliance risks such as being ordered to rectify, punished or even terminated, which will have an adverse impact on the company’s daily operations. 4. Market competition risk With the online game industry gradually entering a mature stage, the industry competition is becoming increasingly fierce, and the external competition is intensifying. At the same time, users of online games are becoming more and more mature, and the quality requirements of products are increasing day by day. The online game industry has formed a fierce competition pattern in terms of gameplay innovation, game operation and channel promotion. The head company has obvious advantages and the industry iteration speed is accelerated. Although the company has rich experience in game R&D and operation, it has a strong competitive advantage. However, with the upgrading of game products and the constant change of user habits, facing many competitors in the industry, the increasingly fierce market competition may make the company unable to adapt to the changes in market demand, strengthen its core advantages and expand market share. At the same time, the industry form and hot spots are rapidly changing, and the oligopoly pattern of resources such as users and channels is increasingly intensified. If the company can’t continuously develop new high-quality games and make use of various channels and technological research and development advantages to become bigger and stronger quickly, fierce market competition may have an adverse impact on the company’s performance. 5. Risks related to reorganization and pre-reorganization (1) Whether the court accepts the company reorganization is uncertain. Pre-reorganization is the pre-procedure for the court to formally accept the reorganization, and the court’s initiation of the company’s pre-reorganization does not mean that the company’s reorganization is officially accepted. As of the disclosure date of this announcement, the company has not received the legal documents of the court on accepting the reorganization of the company, and there is still great uncertainty whether the court accepts the reorganization of the company. (2) There is uncertainty in publicly recruiting and reorganizing investors. Although the intended investors have submitted a binding restructuring investment plan, the company still needs to negotiate the restructuring investment plan and sign a formal restructuring investment agreement. There is still great uncertainty whether the company can sign a formal restructuring investment agreement with the intended investors. (3) Being warned of delisting risk and terminating listing risk. The company is currently in the pre-reorganization stage. According to the Listing Rules of Shanghai Stock Exchange, if the court formally accepts the reorganization of the company, the company’s shares will be warned of delisting risk. If the company enters the reorganization procedure but fails, it will face the risk of being declared bankrupt by the court. According to the Listing Rules of Shanghai Stock Exchange, if the company is declared bankrupt by the court, the company’s shares will face the risk of being terminated from listing. 6. Warning of production and operation risks and possible delisting risks. The audited net assets attributable to the owner of the parent company in 2023 are negative. According to Article 9.3.2 of the Listing Rules of Shanghai Stock Exchange, the company’s shares will be warned of delisting risk. If the financial indicators in the audited financial accounting report of the company in 2024 touch the financial mandatory delisting stipulated in the Listing Rules of Shanghai Stock Exchange, the company’s shares will face the risk of being terminated from listing. 7. The actual controller changes the uncertain risk of progress. On March 1, 2024, the company issued the Prompt Announcement on the Free Transfer of the Equity of Indirect Controlling Shareholders and the Proposed Change of the Actual Controller. Up to now, this equity transfer is going through the formalities in accordance with the relevant requirements of state-owned assets management, and there is still uncertainty about the completion time of this equity transfer and the change of the actual controller of the company. 8. Litigation and debt risk At present, the company is involved in many lawsuits, and there is a risk of asset loss caused by losing the case; At the same time, the company’s current outstanding debts are large. If the company’s reorganization fails, or the subsequent operation fails to be effectively improved, the company will have the risk of litigation, asset freezing and asset loss caused by the failure to pay off debts.
