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1、The Stock Exchange of Hong Kong Limited and the Securities and Futures Commission take no responsibility forthe contents of this Application Proof,make no representation as to its accuracy or completeness and expresslydisclaim any liability whatsoever for any loss howsoever arising from or in relian
2、ce upon the whole or any partof the contents of this Application Proof.Application Proof ofU N I-S T A RI N T E R A C T I V EUNI-STAR INTERACTIVE HOLDING LIMITED(the“Company”)(Incorporated in the Cayman Islands with limited liability)WARNINGThe publication of this Application Proof is required by Th
3、e Stock Exchange of Hong Kong Limited(the“Exchange”)and the Securities and Futures Commission(the“Commission”)solely for the purpose of providinginformation to the public in Hong Kong.This Application Proof is in draft form.The information contained in it is incomplete and is subject to changewhich
4、can be material.By viewing this document,you acknowledge,accept and agree with the Company,its solesponsor,sole overall coordinator,advisers or members of the underwriting syndicate that:(a)this document is only for the purpose of providing information about the Company to the public in HongKong and
5、 not for any other purposes.No investment decision should be based on the information containedin this document;(b)the publication of this document or supplemental,revised or replacement pages on the Exchanges websitedoes not give rise to any obligation of the Company,its sole sponsor,sole overall c
6、oordinator,advisers ormembers of the underwriting syndicate to proceed with an offering in Hong Kong or any other jurisdiction.There is no assurance that the Company will proceed with the offering;(c)the contents of this document or supplemental,revised or replacement pages may or may not be replica
7、tedin full or in part in the actual final listing document;(d)this document is not the final listing document and may be updated or revised by the Company from timeto time in accordance with the Rules Governing the Listing of Securities on The Stock Exchange of HongKong Limited;(e)this document does
8、 not constitute a prospectus,offering circular,notice,circular,brochure or advertisementoffering to sell any securities to the public in any jurisdiction,nor is it an invitation to the public to makeoffers to subscribe for or purchase any securities,nor is it calculated to invite offers by the publi
9、c tosubscribe for or purchase any securities;(f)this document must not be regarded as an inducement to subscribe for or purchase any securities,and nosuch inducement is intended;(g)neither the Company nor any of its affiliates,advisers or members of its underwriting syndicate is offering,or is solic
10、iting offers to buy,any securities in any jurisdiction through the publication of this document;(h)no application for the securities mentioned in this document should be made by any person nor would suchapplication be accepted;(i)the Company has not and will not register the securities referred to i
11、n this document under the United StatesSecurities Act of 1933,as amended,or any state securities laws of the United States;(j)as there may be legal restrictions on the distribution of this document or dissemination of any informationcontained in this document,you agree to inform yourself about and o
12、bserve any such restrictions applicableto you;and(k)the application to which this document relates has not been approved for listing and the Exchange and theCommission may accept,return or reject the application for the subject public offering and/or listing.If an offer or an invitation is made to t
13、he public in Hong Kong in due course,prospective investors are remindedto make their investment decisions solely based on the Companys prospectus registered with the Registrar ofCompanies in Hong Kong,copies of which will be made available to the public during the offer period.IMPORTANT:If you are i
14、n any doubt about any of the contents of this document,you should seek independent professional advice.U N I-S T A RI N T E R A C T I V EUNI-STAR INTERACTIVE HOLDING LIMITED(Incorporated in the Cayman Islands with limited liability)REDACTEDNumber of REDACTED under theREDACTED:REDACTED Shares(subject
15、 to theREDACTED)Number of REDACTED:REDACTED Shares(subject toreallocation)Number of REDACTED:REDACTED Shares(subject toreallocation and the REDACTED)Maximum REDACTED:HK$REDACTED per REDACTED,plus brokerage of 1%,SFCtransaction levy of 0.0027%,a StockExchange trading fee of 0.00565%andAFRC transactio
16、n levy of 0.00015%(payable in full on application in HongKong dollars and subject to refund)Nominal value:US$0.00001 per ShareREDACTED:REDACTEDSole Sponsor,REDACTED,REDACTED and REDACTEDHong Kong Exchanges and Clearing Limited,The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing
17、 Company Limited take no responsibilityfor the contents of this document,make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoeverarising from or in reliance upon the whole or any part of the contents of this document.A copy of t
18、his document,having attached thereto the documents specifiedin the section headed“Documents Delivered to the Registrar of Companies and Documents on Display”in this document,has been registered by the Registrar ofCompanies in Hong Kong as required by section 342C of the Companies(Winding Up and Misc
19、ellaneous Provisions)Ordinance.The Securities and FuturesCommission of Hong Kong and the Registrar of Companies in Hong Kong take no responsibility for the contents of this document or any other documents referredto above.The REDACTED is expected to be determined by agreement between us,and the REDA
20、CTED(for itself and on behalf of the REDACTED)on or aboutREDACTED,REDACTED and,in any event,not later than REDACTED,REDACTED.The REDACTED will not be more than HK$REDACTED perREDACTED and is expected to be not less than HK$REDACTED per REDACTED,unless otherwise announced.Applicants for REDACTED are
21、requiredto pay,on application,the maximum REDACTED of HK$REDACTED per REDACTED for each REDACTED together with brokerage of 1%,SFCtransaction levy of 0.0027%,Stock Exchange trading fee of 0.00565%and AFRC transaction levy of 0.00015%,subject to refund if the REDACTED as finallydetermined is less tha
22、n HK$REDACTED per REDACTED.If,for any reason,the REDACTED is not agreed between us and the REDACTED(for itselfand on behalf of the REDACTED)on or before REDACTED,REDACTED,the REDACTED(including the REDACTED)will not proceed and will lapse.The REDACTED may,for itself and on behalf of the REDACTED,whe
23、re considered appropriate and with the consent of our Company,reduce the number ofREDACTED and/or the indicative REDACTED stated in this document at any time on or prior to the morning of the last day for lodging REDACTED underthe REDACTED.In such a case,we will,as soon as practicable following the
24、decision to make such reduction and in any event not later than the morning of theday which is the last day for lodging REDACTED under the REDACTED,cause there to be published on the websites of the Hong Kong Stock Exchange atwww.hkexnews.hk and on the website of our Company at .See“Structure of the
25、 REDACTED”and“How to Apply for the REDACTED”in thisdocument for more details.The REDACTED have not been and will not be registered under the U.S.Securities Act or any state securities law in the United States and may not beREDACTED,sold,pledged or transferred within the United States,except pursuant
26、 to an exemption from,or in a transaction not subject to,the registrationrequirements of the U.S.Securities Act.The REDACTED are being REDACTED and sold only(a)in the United States to“Qualified Institutional Buyers”inreliance on Rule 144A under the U.S.Securities Act or another exemption from,or in
27、a transaction not subject to,the registration requirements under the U.S.Securities Act and(b)outside the United States in offshore transactions in reliance on Regulation S.Prior to making an REDACTED decision,prospective REDACTED should consider carefully all of the information set out in this docu
28、ment,including the riskfactors set out in“Risk Factors.”The obligations of the Hong Kong REDACTED under the REDACTED are subject to termination by the REDACTED(foritself and on behalf of the REDACTED)if certain grounds arise prior to 8:00 a.m.on the REDACTED.Such grounds are set out in“REDACTED.”It
29、isimportant that you refer to that section for further details.REDACTEDIMPORTANTREDACTEDTHIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.REDACTEDIMPORTANTTHIS DOCUMENT IS
30、IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.REDACTEDIMPORTANTTHIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH T
31、HE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.REDACTEDEXPECTED TIMETABLE(1)i THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.REDACTEDEXPECTED TIMETABLE(1)ii THI
32、S DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.REDACTEDEXPECTED TIMETABLE(1)iii THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUS
33、TBE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.REDACTEDEXPECTED TIMETABLE(1)iv THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.IMPO
34、RTANT NOTICE TO PROSPECTIVE REDACTEDThis document is issued by us solely in connection with the REDACTED andthe REDACTED and does not constitute an REDACTED to sell or a solicitation ofan REDACTED to buy any security other than the REDACTED by this documentpursuant to the REDACTED.This document may
35、not be used for the purpose ofmaking,and does not constitute,an REDACTED or invitation in any otherjurisdiction or in any other circumstances.No action has been taken to permit aREDACTED of the REDACTED in any jurisdiction other than Hong Kong and noaction has been taken to permit the distribution o
36、f this document in any jurisdictionother than Hong Kong.The distribution of this document for purposes of aREDACTED and the REDACTED and sale of the REDACTED in otherjurisdictions are subject to restrictions and may not be made except as permitted underthe applicable securities laws of such jurisdic
37、tions pursuant to registration with orauthorization by the relevant securities regulatory authorities or an exemptiontherefrom.You should rely only on the information contained in this document to make yourREDACTED decision.The REDACTED is made solely on the basis of theinformation contained and the
38、 representations made in this document.We have notauthorized anyone to provide you with information that is different from what iscontained in this document.Any information or representation not contained nor madein this document must not be relied on by you as having been authorized by us,the SoleS
39、ponsor,theREDACTED,theREDACTED,theREDACTED,theREDACTED,the REDACTED,the REDACTED,any of our or their respectivedirectors,officers,employees,agents,or representatives of any of them or any otherparties involved in the REDACTED.Information contained on our website does notform part of this document.Pa
40、geExpected Timetable.iTable of Contents.vSummary.1Definitions.24Glossary of Technical Terms.37Forward-looking Statements.43Risk Factors.45TABLE OF CONTENTS v THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED“WA
41、RNING”ON THE COVER OF THIS DOCUMENT.Waivers from Strict Compliance with the Listing Rules.107Information about this Document and the REDACTED.111Directors and Parties Involved in the REDACTED.116Corporate Information.120Industry Overview.122Regulatory Overview.137History,Reorganization and Corporate
42、 Structure.167Business.186Contractual Arrangements.260Directors and Senior Management.278Relationship with Our Controlling Shareholders.292Connected Transactions.296Substantial Shareholders.301Share Capital.303Financial Information.305Future Plans and Use of REDACTED.364REDACTED.368Structure of the
43、REDACTED.382How to Apply for REDACTED.394Appendix IAAccountants Report.IA-1Appendix IBUnaudited Interim Condensed Consolidated FinancialInformation.IB-1Appendix IIUnaudited REDACTED Financial Information.II-1Appendix IIISummary of the Constitution of the Companyand Cayman Companies Act.III-1Appendix
44、 IVStatutory and General Information.IV-1Appendix VDocuments Delivered to the Registrar of Companiesand Documents on Display.V-1TABLE OF CONTENTS vi THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON
45、THE COVER OF THIS DOCUMENT.This summary aims to give you an overview of the information contained in thisdocument.As this is a summary,it does not contain all the information that may beimportant to you.You should read this document in its entirety before you decide toREDACTEDintheREDACTED.Therearer
46、isksassociatedwithanyREDACTED in the REDACTED.Some of the particular risks in REDACTED inthe REDACTED are set out in the section headed“Risk Factors”in this document.Youshould read that section carefully before you decide to REDACTED in theREDACTED.OVERVIEWWe are a leading mobile game company with i
47、ntegrated development,publishing andoperation capabilities in China,with a vision to promote the understanding and appreciation ofChinese culture to the world.Dedicated to reshaping the landscape of Chinas mobile gameindustry and to industrializing the process of game development,publishing and oper
48、ation,wehave successfully achieved rapid growth and expansion since our inception.We distinguishedourselves from peers by offering a diversified game portfolio with various highly recognizedgames and a robust game pipeline.Specially,we are a pioneer in the instant game sector,whichenjoys higher grow
49、th rate in recent years as modern game players prefer fun,easily accessibleand convenient game experience.Around 90%of our total gross billings of mobile gamesduring the Track Record Period were derived from instant games.Such achievements fullyexhibit our technology-backed competitive edge in terms
50、 of game development,publishing,and operation,all of which featuring strong data-driven analytical capabilities and highlyautomated AI technology.Set forth below are some key rankings of our Group in 2023:We ranked first among all mobile game companies in China in terms of grossbillings derived from
51、 instant games.We ranked second among all mobile game companies in China in terms of grossbillings from Chinese ancient cultural RPG games.We ranked third among all mobile game companies in China in terms of gross billingfrom RPG games.We ranked first among all mobile game companies in China in term
52、s of grossbillings from idle games.We ranked sixth in terms of gross billing among all mobile game companies in Chinathat have integrated development,publishing and operation capabilities.SUMMARY 1 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ I
53、N CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.Since 2017,we have been engaged in an industrialized business strategy that integratesdevelopment,publishing,and operation of mobile games,focusing primarily on RPG games.We believe our strategy serves as a robust basis for
54、our proven track record in the mobilegaming sector.This strategy also grants us unique resilience to efficiently counter the inherentrisks and challenges in this industry.Owing to the efficiency bolstered by AI-empoweredtechnologies,our overall game portfolio has witnessed a substantial growth in gr
55、oss billings.In 2023,our annual gross billings was more than ten times that of 2017.In particular,stayingprimarily focused on RPG games,we successfully incubated many landmark games,such asNine Realms:Sword&Immortals(九州仙劍傳),Sword Fantasy(天劍奇緣),and others.Theenduring success of these games and their
56、prolonged lifecycles beyond the industry averagehave confirmed the feasibility of our business strategy.We believe the following factorsprovide solid foundation for us to achieve sustainable development and to improve ourprofitability,subject to associated risks and challenges:(1)the enduring popula
57、rity andprolonged lifecycle of landmark games;(2)strong performance of our newly launched games;(3)first-mover advantage in instant games to attract and reach wider player pool;and(4)enhanced R&D,publishing and operating capabilities.Leveraging our strong technology capability,we have developed prop
58、rietary supportingsystems that each serve a key function throughout the lifecycle of a game product,namelyWukong System(孫大聖系統),Shenji System(神機系統),and Juliang System(聚量系統).Formore details,see“Business Technology and Infrastructure”in this document.These systemsempowered our staff to conveniently ado
59、pt data-driven and AI-empowered tools in their dailywork,effectively optimized efficiency,quality and effectiveness of our R&D,publishing,aswell as operation and promotion.The diagram below illustrates the interplay between ourbusiness process and our major technological infrastructure:SUMMARY 2 THI
60、S DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.OUR STRENGTHSWe believe the following competitive strengths contributed to our success and position usfor continued growth:Ch
61、inas leading mobile game company with industrialized R&D,publishing andoperation capabilities;efficient game development process supported by AI technology to create highquality games;systematic game publishing capabilities and optimized game promotions to achievemarket leadership;fast-growing playe
62、r base supported by in-depth player insights and proprietarytechnology infrastructure;andseasoned and visionary management team.OUR STRATEGIESTo drive our continued growth and achieve this mission,we will implement the followingstrategies:continue to strengthen our industrialized business strategy a
63、nd enrich our gameportfolio;continue to enhance our AI technology and infrastructure;continue to enhance publishing capabilities to expand the player base and improveplayer stickiness;continue to expand our overseas business;andseek strategic alliances and investment opportunities.OUR BUSINESS MODEL
64、During the Track Record Period,we published and operated games that are developed byourselves,as well as games licensed from third-party developers that we consider with strongpotential.In addition,while we focus on continuously enhancing our in-house publishingcapability,we also engaged third-party
65、 publishers when we consider their capability mayeffectively complement our business operations,taking into account their establisheddistribution channels,game marketing and promotion capabilities,as well as market reputationand influence.To allow our games to achieve optimal public exposure and ena
66、ble game playersto enjoy convenient access,we adopt comprehensive distribution channels for self-publishing,comprising(i)our self-operated distribution channels,such as our official website and ourWeChat official account;and(ii)various third-party distribution channels,such as iOS AppStore,WeChat mi
67、ni program,OPPO game center and vivo mini game.SUMMARY 3 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.Our mobile games are currently offered on free-to-play basis,wher
68、e revenue aregenerated from the sales of in-game virtual items,such as consumables,avatars,skills,privileges,or other in-game features or functions.During the Track Record Period,wegenerated revenue from our mobile games through four different models as illustrated below,depending on whether the gam
69、es were self-developed or licensed from third-party developersand whether they were self-published or third-party published.The flow-charts exemplifying our business model and fund flow are provided below:Self-publishing modelThird-party publishing modelThird-party DevelopersCompanySelf-developed Ga
70、mesLicensed GamesCompanySelf-developed GamesLicensed GamesSelf-distributionSelf-publishingThird-party DistributionGame PlayersThird-party DistributionThird-party PublishingGame PlayersThird-party DevelopersProcess flowFund flowlicensing feesproviding game productsgross billingsgross billingsgross bi
71、llingsproviding gameproducts for displayproviding gameproducts for displaygross billingsgross billingsgross billingsproviding game demo providing game demo gross billingslicensing feesOUR EXISTING GAMES AND GAME PIPELINEDuring the Track Record Period,we generated all of our revenue from mobile games
72、,withamounts of RMB5,675.1 million,RMB5,327.1 million and RMB2,094.5 million in 2022,2023and the nine months ended September 30,2024,respectively.Our mobile game offeringsmainly consist of RPGs.As of the Latest Practicable Date,we had a total twelve mobile gamesin operation and a pipeline of 18 game
73、s that we plan to launch by 2027,covering a variety ofgenres,such as RPGs,card games,SIMs,and SLGs.SUMMARY 4 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.The following
74、 table sets out the details of our six landmark games as of the Latest Practicable Date:No.TitleGame Genreand PlayingPatternLanguageOfficial LaunchDate(1)SourcePublishing Model(s)as ofthe Latest PracticableDateLifecycle Stage asof the LatestPracticable DateExpectedLifecycle(2)RemainingDuration ofLif
75、ecycle as of theLatest PracticableDateMajor Markets(4)1Nine Realms:Sword&Immortals(九州仙劍傳)ARPG,idleSimplified ChineseDecember 2019LicensedSelf-publishing andthird-partypublishingRecession72 monthsten monthsChina2Sword Fantasy(天劍奇緣)ARPG,idleSimplified Chinese,Traditional Chinese,EnglishNovember 2020Se
76、lf-developedSelf-publishing andthird-partypublishingMaturity72 months21 monthsAsia&Pacific regions3Demon Hunter(黎明召喚)MMORPG,idleSimplified Chinese,Traditional Chinese,English,Japanese,Korean,German,French,Spanish,PortugueseOctober 2020;June 2021 toOctober2022(3)Self-developedSelf-publishing andthird
77、-partypublishingRecession60 monthseight monthsAsia&Pacific regions,Europe and theAmericas,Middle-east regions4Mysterious World:Awaking(異界深淵:覺醒)ARPG,idleSimplified Chinese,Korean,EnglishMay 2021Self-developedSelf-publishing andthird-partypublishingRecession54 monthsnine monthsAsia&Pacific regions,Eur
78、ope and theAmericas5Mysterious World:Spirit King(異界深淵:大靈王)ARPG,idleSimplified ChineseAugust 2023Self-developedSelf-publishing andthird-partypublishingGrowth72 months54 monthsChina6Sword Path of the Mountainand Sea(山海劍途)ARPG cardgame,idleSimplified ChineseJune 2023Self-developedSelf-publishing andthi
79、rd-partypublishingGrowth72 months52 monthsChinaNotes:(1)Official launch date is the date when the management team determines to launch the game based on the operating performance of the game during the testing period.(2)Expected lifecycles(in months)are estimated based on the industry average lifecy
80、cles for different genres of games,as well as our past experience operating similar gamesand gross billings generated by the relevant game.However,the actual lifecycles of these games may differ from the durations presented in the table.(3)The Chinese version was launched in October 2020;overseas ve
81、rsions were launched during the period from June 2021 to October 2022.(4)Major markets are those that we considered to be of strategic importance.SUMMARY 5 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED“WARN
82、ING”ON THE COVER OF THIS DOCUMENT.We have been expanding our games portfolio mainly through the self-development of newgames.As of the Latest Practicable Date,we had a game pipeline of 18 games,consisting of15 self-developed games and three licensed games.For details,see“Business Our Games Our Game
83、Pipeline”in this document.KEY OPERATING METRICSWe measure our games performance by the following key operating metrics,namely,(i)gross billings,(ii)average MAUs,(iii)average MPUs,(iv)AGBPPU,and(v)cumulativeregistered players.The number of registered players used for the calculation of average MAUs,a
84、verage MPUs,AGBPPU,and cumulative registered players represents the number ofaccounts,which is calculated with reference to the number of accounts registered with ourgames as of a specified date.It may not represent the exact number of our registered playersin any and all of our games as a player ma
85、y have registered multiple player accounts with anyof our games.The following tables set forth these operating metrics for our mobile games thatwere in operation as well as our landmark games for the periods indicated or as of the datesindicated:Year Ended December 31,Nine Months EndedSeptember 30,2
86、022202320232024Gross billings(RMB in thousands)6,393,4985,706,8304,565,5132,234,276Average MAUs(in thousands)67,55447,72254,90720,443Average MPUs(in thousands)1,070908965546AGBPPU(RMB)490524526456As of December 31,As ofSeptember 30,202220232024Cumulative registered player(in thousands)1,000,6911,494
87、,5351,653,811Year Ended December 31,Nine Months EndedSeptember 30,2022202320232024(in thousands)Gross Billings(RMB)Nine Realms:Sword&Immortals(九州仙劍傳)3,070,9282,381,9812,006,653538,018Sword Fantasy(天劍奇緣)2,413,9242,671,5002,089,799954,324Demon Hunter(黎明召喚)325,594179,323132,86970,619Mysterious World:Aw
88、aking(異界深淵:覺醒)271,056128,676116,23625,074Mysterious World:Spirit King(異界深淵:大靈王)92,11227,976399,590Sword Path of the Mountain and Sea(山海劍途)27,0686,790146,573SUMMARY 6 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION H
89、EADED“WARNING”ON THE COVER OF THIS DOCUMENT.Year Ended December 31,Nine Months EndedSeptember 30,2022202320232024(in thousands)Average MAUsNine Realms:Sword&Immortals(九州仙劍傳)37,13726,97331,3166,712Sword Fantasy(天劍奇緣)24,67217,27420,1343,743Demon Hunter(黎明召喚)30725922882Mysterious World:Awaking(異界深淵:覺醒)
90、2,1578021,013237Mysterious World:Spirit King(異界深淵:大靈王)7293416,620Sword Path of the Mountain and Sea(山海劍途)185521,923Year Ended December 31,Nine Months EndedSeptember 30,2022202320232024(in thousands)Average MPUsNine Realms:Sword&Immortals(九州仙劍傳)36825528293Sword Fantasy(天劍奇緣)532522560264Demon Hunter(黎
91、明召喚)43262412Mysterious World:Awaking(異界深淵:覺醒)6230377Mysterious World:Spirit King(異界深淵:大靈王)2312104Sword Path of the Mountain and Sea(山海劍途)7336SUMMARY 7 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”O
92、N THE COVER OF THIS DOCUMENT.Year Ended December 31,Nine Months EndedSeptember 30,2022202320232024AGBPPU(RMB)Nine Realms:Sword&Immortals(九州仙劍傳)680771787638Sword Fantasy(天劍奇緣)379432417404Demon Hunter(黎明召喚)689577602685Mysterious World:Awaking(異界深淵:覺醒)370377369410Mysterious World:Spirit King(異界深淵:大靈王)3
93、67362429Sword Path of the Mountain and Sea(山海劍途)236207479As of December 31,As ofSeptember 30,202220232024(in thousands)Cumulative Registered PlayersNine Realms:Sword&Immortals(九州仙劍傳)548,524840,407893,795Sword Fantasy(天劍奇緣)290,731456,776480,485Demon Hunter(黎明召喚)8,42510,76611,239Mysterious World:Awaki
94、ng(異界深淵:覺醒)37,63345,46247,103Mysterious World:Spirit King(異界深淵:大靈王)7,95863,193Sword Path of the Mountain and Sea(山海劍途)2,08818,133OUR CONTRACTUAL ARRANGEMENTSDue to foreign investment restrictions and prohibitions in the PRC,we entered into theContractual Arrangements pursuant to which Guangzhou Uni-
95、Star Interactive has acquiredeffective control over the Consolidated Affiliated Entities.The Contractual Arrangementsallow the results of operations and assets and liabilities of the Consolidated Affiliated Entitiesto be consolidated into our results of operations and assets and liabilities as if th
96、ey were oursubsidiaries.The transactions contemplated under the Contractual Arrangements will constitutecontinuingconnectedtransactionsofourCompanyundertheListingRulesuponREDACTED.For details,see“Contractual Arrangements”and“Connected Transactions”inthis document.SUMMARY 8 THIS DOCUMENT IS IN DRAFT
97、FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.The following simplified diagram illustrates the Contractual Arrangements:ChengduBeiyu(1)ChengduYicai(1)ChengduLiangyan(1)ChengduHigh-Tech VC(1)Chen
98、gdu Uni-StarInteractive andits subsidiaries(2)GuangzhouUni-StarInteractiveOther operatingsubsidiaries of our Group notengaged in the RelevantBusinessesContractual Arrangements42.90%30.00%17.80%9.30%“”denotes direct legal and beneficial ownership in the equity interest.“”denotes contractual relations
99、hip.“”denotes the entities that are subject to the Contractual Arrangements.Notes:(1)Chengdu Liangyan,Chengdu Yicai,Chengdu Beiyu and Chengdu High-Tech VC are the RegisteredShareholders.(2)As of the Latest Practicable Date,Chengdu Uni-Star Interactive had 16 wholly-owned subsidiaries,namely,Chengdu
100、Dingqingshan Network Technology Co.,Ltd.(成都定青山網絡科技有限公司),Shanghai AorenNetwork Technology Co.,Ltd.(上海澳仁網絡科技有限公司),Shanghai Jushi Network Technology Co.,Ltd.(上海聚市網絡科技有限公司),Chengdu Hehuida Network Technology Co.,Ltd.(成都合輝達網絡科技有限公司),Shanghai Yuanxi Network Technology Co.,Ltd.(上海圓戲網絡科技有限公司),Shanghai Yuexi
101、 NetworkTechnology Co.,Ltd.(上海悅戲網絡科技有限公司),Chengdu Herunxuan Network Technology Co.,Ltd.(成都合潤軒網絡科技有限公司),Chengdu Jinhongtu Network Technology Co.,Ltd.(成都錦宏圖網絡科技有限公司),Hainan Xingbang Interactive Entertainment Network Technology Co.,Ltd.(海南星邦互娛網絡科技有限公司),Shanghai Qunong Network Technology Co.,Ltd.(上海趣儂網絡
102、科技有限公司),Shanghai LingkuNetwork Technology Co.,Ltd.(上海零酷網絡科技有限公司),Hainan Jianzhi Network Technology Co.,Ltd.(海南劍指網絡科技有限公司),Shanghai Pingyekuo Network Technology Co.,Ltd.(上海平野闊網絡科技有限公司),Guangzhou Renfengjin Network Technology Co.,Ltd.(廣州任風勁網絡科技有限公司),HuludaoXingbang Network Technology Co.,Ltd.(葫蘆島星邦網絡科
103、技有限公司)and Yibin Xingcheng NetworkTechnology Co.,Ltd.(宜賓星澄網絡科技有限公司).OUR SHAREHOLDERSAs of the Latest Practicable Date,Mr.Guo was entitled to exercise voting rights attachedto the Shares representing approximately 57.54%of the total issued share capital of ourCompany through Great Guo HL,Great Guo FHL
104、,Springberg FHL and Sincebloom FHL,andMs.Guo,the daughter of Mr.Guo,was entitled to exercise voting rights attached to the Sharesrepresenting approximately 33.16%of the total issued share capital of our Company throughOrchid Lan HL and Orchid Lan FHL.For further details relating to Great Guo HL,Grea
105、t GuoFHL,Springberg FHL,Sincebloom FHL,Orchid Lan HL and Orchid Lan FHL,see“History,ReorganizationandCorporateStructureOurStructureImmediatelyPriortotheREDACTED”in this document.SUMMARY 9 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCT
106、ION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.Throughout the Track Record Period and up to the date of this document,Mr.Guo has notheld any position in our Group.He has deferred to his daughter,Ms.Guo,pertaining to ourGroups daily operations and has not exercised voting rights in
107、 our Company in conflict withMs.Guo.Upon completion of the REDACTED(assuming the REDACTED is notexercised),Mr.Guo and Ms.Guo will be collectively entitled to exercise voting rights attachedto the Shares representing approximately REDACTED%of the total issued share capital ofour Company.Therefore,Mr.
108、Guo,Ms.Guo,Great Guo HL,Great Guo FHL,Springberg FHL,Sincebloom FHL,Orchid Lan HL and Orchid Lan FHL will be considered as a group of ourControlling Shareholders upon REDACTED.Chengdu High-Tech VC is our Pre-REDACTED Investor and holds its equity interestsin our Company through its wholly-owned subs
109、idiary,Chengdu New-Eco Investment HoldingsLimited after the completion of the Reorganization.For details,see“History,Reorganizationand Corporate Structure Pre-REDACTED Investment”in this document.SUMMARY HISTORICAL FINANCIAL INFORMATIONSummaryofSelectedConsolidatedStatementsofProfitorLossandOtherCom
110、prehensive IncomeThe following table sets forth selected consolidated statements of profit or loss and othercomprehensive income in absolute amounts and as percentages of the total revenue for theyears/periods indicated.Year Ended December 31,Nine Months Ended September 30,2022202320232024RMB000%RMB
111、000%RMB000%RMB000%(unaudited)(unaudited)Revenue5,675,082100.05,327,103100.04,261,381100.02,094,507100.0Cost of Sales(3,938,421)(69.4)(3,928,006)(73.7)(3,204,161)(75.2)(1,393,689)(66.5)Gross profit1,736,66130.61,399,09726.31,057,22024.8700,81833.5Other income and gains11,0170.223,5210.419,9000.414,37
112、40.7Selling and distributionexpenses(1,215,082)(21.4)(963,139)(18.1)(700,044)(16.4)(612,370)(29.2)Administrative expenses(48,942)(0.9)(47,536)(0.9)(34,889)(0.8)(35,862)(1.7)Research and developmentcosts(159,776)(2.8)(210,012)(3.9)(147,127)(3.5)(165,832)(7.9)Impairment losses on financialassets,net(7
113、,407)(0.1)8040.01,4530.01240.0Other expenses(172)(0.0)(1,555)(0.0)(1,281)0.0(122)0.0Finance costs(1,555)(0.0)(3,256)(0.1)(1,983)(0.0)(3,392)(0.2)Share of loss of an associate(2,896)(0.1)Profit/(Loss)before tax314,7445.6197,9243.7193,2494.5(105,158)(4.9)Income tax credit/(expenses)13,4900.2(792)(0.0)
114、(15,075)(0.3)57,9912.7Profit/(Loss)for theyear/period328,2345.8197,1323.7178,1744.2(47,167)(2.2)SUMMARY 10 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.RevenueRevenue
115、by Publishing ModelDuring the Track Record Period,our mobile games were primarily offered on afree-to-play basis and we generated revenues primarily from the sales of in-game virtual items.Our games were published either by ourselves on our official website and through third-partydistribution channe
116、ls,or by third-party publishers who co-published our games by utilizingtheir resources at local mobile game markets.We generally recognize our revenue on the grossbillings paid by players.To a much lesser extent,we recognize revenue on a net basis whenwe act as agent in publishing certain games.The
117、following table sets forth a breakdown of ourrevenue by publishing model for the years/periods indicated.Year Ended December 31,Nine Months Ended September 30,2022202320232024RMB000%RMB000%RMB000%RMB000%(unaudited)(unaudited)RevenueSelf-publishing model1,679,75429.61,185,80722.3926,41621.7715,10834.
118、1Third-partypublishing model3,995,32870.44,141,29677.73,334,96578.31,379,39965.9Total5,675,082100.05,327,103100.04,261,381100.02,094,507100.0Revenue by Game SourceDuring the Track Record Period,we generated revenue from our operation of bothself-developed games and licensed games.We generally consid
119、er ourselves as principal in arrangements of self-developed gameoperation and recognize revenue on a gross basis.In certain cases,we license out ourself-developed games to certain third-party publishers,where we consider our ourselves asagent and recognize revenue on a net basis.We receive licensing
120、 fees representing a share ofthe gross billings of the licensed game as well as non-refundable fixed payments from suchthird-party publishers.For more information,see“Financial Information SignificantAccounting Policies and Significant Accounting Judgments and Estimates SignificantAccounting Policie
121、s Revenue Recognition”in this document.SUMMARY 11 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.With respect to arrangements of licensed game operation,we may consider
122、ourselveseither as principal or agent.In cases where we take primary responsibilities of game operation,including determining distribution channels and payment channels,providing customerservices,determiningtheoperatinggameserversandcontrollinggameandservicespecifications and pricing,we regard ourse
123、lves as principal and recognize revenue on a grossbasis;while in cases where a third-party game developer takes primary responsibilities of gameoperation,and is responsible for(i)providing the games,and having the right to authorize usto provide game operation services;(ii)the development,upgrade,up
124、date and maintenance ofthe game;(iii)independently setting the prices of in-game virtual items;and(iv)hosting andmaintaining the game server,we regard ourselves as agent,and recognize revenue on a netbasis.The following table sets forth a breakdown of our revenue by game source for theyears/periods
125、indicated.Year Ended December 31,Nine Months Ended September 30,2022202320232024RMB000%RMB000%RMB000%RMB000%(unaudited)(unaudited)Self-developed games(1)2,799,00749.32,949,01555.42,272,93753.31,560,93874.5Licensed game(2)2,876,07550.72,378,08844.61,988,44446.7533,56925.5Total5,675,082100.05,327,1031
126、00.04,261,381100.02,094,507100.0Notes:(1)Including revenue generated from our licensing of self-developed games to third-party publishers.In 2022,2023 and the nine months ended September 30,2023 and 2024,our revenue generated from our licensing ofself-developed games to third party publishers amount
127、ed to RMB46.2 million,RMB25.0 million,RMB20.6million and RMB9.8 million,respectively,accounting for 0.8%,0.5%,0.5%and 0.5%of the total revenue inthe respective years/periods.(2)Revenue generated from licensed games was mainly from Nine Realms:Sword&Immortals(九州仙劍傳)during the Track Record Period.SUMM
128、ARY 12 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.Revenue by GamesDuring the Track Record Period,we generated our revenue primarily from six landmarkgames,including
129、five self-developed and one licensed mobile games.The following table setsforth a breakdown of our revenue by games for the years/periods indicated.Year Ended December 31,Nine Months Ended September 30,2022202320232024RMB000%RMB000%RMB000%RMB000%(unaudited)(unaudited)Landmark GamesNine Realms:Sword&
130、Immortals(九州仙劍傳)licensed2,846,50250.12,303,44143.31,927,95645.2527,20925.2Sword Fantasy(天劍奇緣)self-developed2,200,61938.82,514,38647.21,975,61046.5943,59945.0Demon Hunter(黎明召喚)self-developed84,4941.559,9791.134,6820.825,9801.2Mysterious World:Awaking(異界深淵:覺醒)self-developed258,8684.6124,8002.4109,8862
131、.630,3831.5Mysterious World:Spirit King(異界深淵:大靈王)self-developed86,2071.625,9000.6361,37317.3Sword Path of the Mountainand Sea(山海劍途)self-developed22,9170.46,3650.1136,3746.5Other Games284,5995.0215,3734.0180,9824.269,5893.3Total5,675,082100.05,327,103100.04,261,381100.02,094,507100.0Note:*During the
132、Track Record Period,revenue generated from each game included revenue generated from theirrespective public testing stage(where applicable),which were immaterial.SUMMARY 13 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SE
133、CTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.Gross Profit and Gross Profit MarginOur gross profit represents our revenue less cost of sales.The following table sets forthour gross profit and gross profit margin by game publishing models for the years/periodsindicated.Year Ended December 31,Nin
134、e Months Ended September 30,2022202320232024GrossprofitGrossprofitmarginGrossprofitGrossprofitmarginGrossprofitGrossprofitmarginGrossprofitGrossprofitmarginRMB000%RMB000%RMB000%RMB000%(unaudited)(unaudited)Self-publishing model1,408,19783.81,023,13986.3784,79184.7573,76580.2Third-party publishingmod
135、el328,4648.2375,9589.1272,4298.2127,0539.2Total1,736,66130.61,399,09726.31,057,22024.8700,81833.5The following table sets forth our gross profit and gross profit margin by game source forthe years/periods indicated.Year Ended December 31,Nine Months Ended September 30,2022202320232024GrossprofitGros
136、sprofitmarginGrossprofitGrossprofitmarginGrossprofitGrossprofitmarginGrossprofitGrossprofitmarginRMB000%RMB000%RMB000%RMB000%(unaudited)(unaudited)Self-developed games1,553,90755.51,190,33840.4889,57039.1652,08441.8Licensed games182,7546.4208,7598.8167,6508.448,7349.1Total1,736,66130.61,399,09726.31
137、,057,22024.8700,81833.5SUMMARY 14 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.The following table sets forth our gross profit and gross profit margin by games for the
138、years/periods indicated.Year Ended December 31,Nine Months Ended September 30,2022202320232024GrossprofitGrossprofitmarginGrossprofitGrossprofitmarginGrossprofitGrossprofitmarginGrossprofitGrossprofitmarginRMB000%RMB000%RMB000%RMB000%(unaudited)(unaudited)Landmark GamesNine Realms:Sword&Immortals(九州
139、仙劍傳)licensed155,0035.4135,0875.9107,9835.642,4728.1Sword Fantasy(天劍奇緣)self-developed1,208,57554.9911,63036.3720,80236.5178,66818.9Demon Hunter(黎明召喚)self-developed80,20094.951,84486.430,15586.920,89780.4Mysterious World:Awaking(異界深淵:覺醒)self-developed213,07082.3104,25983.592,25084.022,30973.4Mysteriou
140、s World:Spirit King(異界深淵:大靈王)self-developed75,19787.220,95780.9288,11879.7Sword Path of the Mountainand Sea(山海劍途)self-developed18,16179.24,73574.4111,71381.9SUMMARY 15 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION
141、 HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.Summary of Consolidated Statements of Financial PositionThe following table sets forth a summary of our consolidated statements of financialposition as of the dates indicated:As of December 31,As ofSeptember 30,202220232024RMB000RMB000RMB000Total non-cur
142、rent assets150,395188,854247,372Total current assets762,031659,045412,364Total current liabilities701,771582,057461,486Net current assets/(liabilities)60,26076,988(49,122)Total non-current liabilities39,83246,96426,660Net assets170,823218,878171,590Total equity170,823218,878171,590We recorded net as
143、sets as of December 31,2022 and 2023 and September 30,2024.Ournet assets increased from RMB170.8 million as of December 31,2022 to RMB218.9 millionas of December 31,2023,primarily as we recorded total comprehensive income for the yearof RMB198.1 million in 2023,which was offset by the dividend decla
144、red by subsidiaries to thethen equity holders of RMB150.0 million.As of September 30,2024,our net assets amountedto RMB171.6 million,primarily as we recorded total comprehensive loss for the period ofRMB47.3 million for the nine months ended September 30,2024.For further details on theequity movemen
145、t of our Group,see“Consolidated Statements of Changes in Equity”of theAccountants Report set out in Appendix IA and“Interim Condensed Consolidated Statementof Changes in Equity”of Unaudited Interim Condensed Consolidated Financial Information setout in Appendix IB to this document.Our Directors beli
146、eve that the working capital available to us is sufficient at present andfor at least the next 12 months from the date of this document,taking into account the financialresources available to us,including internally generated funds,the REDACTED from theREDACTED and the available banking and other fa
147、cilities.SUMMARY 16 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.Summary of Consolidated Statements of Cash FlowsThe following table sets forth the components of our c
148、onsolidated statements of cashflows for the years/periods indicated:Year Ended December 31,Nine Months EndedSeptember 30,2022202320232024RMB000RMB000RMB000RMB000(unaudited)(unaudited)Cash generated fromoperations beforemovements in workingcapital332,714216,132205,224(89,745)Changes in working capita
149、l2,536(126,609)(103,069)32,908Cash generated fromoperations335,25089,523102,155(56,837)Interest received7173,4302,2802,729Income tax paid(32)(15,833)(10,977)(4,360)Net cash flows from/(used in)operating activities335,93577,12093,458(58,468)Net cash flows used ininvesting activities(36,467)(1,412)(51
150、,386)(24,668)Net cash flows used infinancing activities(55,189)(148,843)(108,489)(59,627)Net increase/(decrease)incash and cash equivalents244,279(73,135)(66,417)(142,763)Cash and cash equivalents atbeginning of year/period29,039275,666275,666201,908Effect of foreign exchangerate changes,net2,348(62
151、3)(513)273Cash and cash equivalentsat end of year/period275,666201,908208,73659,418For details,see“Financial Information Liquidity and Capital Resources CashFlows”in this document.SUMMARY 17 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJU
152、NCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.KEY FINANCIAL RATIOSThe following table sets forth our key financial ratios as of the dates and for theyears/period indicated.As of/Year Ended December 31,As of/For the NineMonths EndedSeptember 30,202220232024Gross profit margin(1
153、)30.6%26.3%33.5%Current ratio(2)1.11.10.9Return on equity(3)401.0%101.2%N/A(5)Return on total assets(4)53.9%22.4%N/A(5)Notes:(1)Gross profit margin equals to gross profit for the year/period divided by revenue for the year/period,multiplied by 100%.(2)Current ratio equals to current assets divided b
154、y current liabilities as of the same date.(3)Return on equity was calculated based on net profit of the respective year,divided by the arithmeticmean of the opening and closing balances of total equity and multiplied by 100%.(4)Return on total assets was calculated based on net profit of the respect
155、ive year,divided by the arithmeticmean of the opening and closing balances of total assets and multiplied by 100%.(5)Return on equity and return on total assets are calculated on a full year basis.For details,see“Financial Information Results of Operations”and“FinancialInformation Key Financial Rati
156、os”in this document.OUR MAJOR CLIENTS AND MAJOR SUPPLIERSDuring the Track Record Period,our clients primarily consisted of game developers,game publishers and game players.We review our clients on a regular basis.In 2022,2023,andnine months ended September 30,2024,(i)our five largest clients contrib
157、uted to approximately0.8%,0.6%and 0.5%of our total revenue,respectively;and(ii)our largest client contributedto 0.7%,0.2%,and 0.2%of our total revenue,respectively.For details,see“Business OurClients And Suppliers Our Clients”in this document.SUMMARY 18 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND
158、SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.During the Track Record Period,our suppliers primarily consisted of third-party gamepublishers and advertising and marketing agencies.In 2022,2023,and nine months ended
159、September 30,2024,(i)our five largest suppliers contributed to approximately 47.4%,43.3%and 47.8%of our total purchases(“total purchase”is defined as purchases from third-partydevelopers,third-party game publishers,advertising and marketing agencies and third-partydistribution channels as recognized
160、 in the cost of sales and selling and distribution expensesin this document),respectively;and(ii)our largest supplier contributed to 14.1%,12.3%and16.7%of our total purchases,respectively.We believe we have sufficient alternative suppliersfor our business that can provide us with substitutes of comp
161、arable quality and prices.Duringthe Track Record Period,we did not experience any disruption to our business as a result ofany significant shortage of or delay in supply.For details,see“Business Our Clients AndSuppliers Our Suppliers”in this document.COMPETITIVE LANDSCAPEAccording to Analysys,we ran
162、ked sixth among all mobile game companies in China withintegrated development,publishing and operation capabilities in terms of customer spending inChina in 2023,accounting for approximately 1.8%of the total market.We ranked third amongall mobile game companies in China in terms of customer spending
163、 from RPG games in 2023,accounting for approximately 6.0%of the total market.We ranked second among all mobilegame companies in China in terms of customer spending in Chinese ancient cultural RPGs in2023,accounting for approximately 13.0%of the total market.We ranked first among allmobile game compa
164、nies in China in terms of customer spending of instant games in 2023,accounting for approximately 14.8%of the total market.For details,see“Industry Overview Competitive Landscape of Chinas Mobile Game Industry”in this document.LEGAL PROCEEDINGS AND COMPLIANCEAs a mobile game developer,publisher and
165、operator in the PRC,during the Track RecordPeriod and up to the Latest Practicable Date,we were subject to legal,arbitration oradministrative proceedings arising out of the ordinary course of our business from time to time,primarily including disputes regarding service contracts,trademarks,and compu
166、ter softwarecopyrights.However,our Directors confirm that,during the Track Record Period and up to theLatest Practicable Date,we were not a party to any ongoing material litigation,arbitration oradministrative proceedings;and we were not aware of any material litigation,arbitration oradministrative
167、proceedings pending or threatened which would materially and adversely affectour business.Our Directors were not involved in any actual or threatened material claims orlitigation.For details of the relevant risks,see“Risk Factors Risks Relating to Our Business,Industry,Financial Prospects And Genera
168、l Operations We may become a party to legal oradministrative proceedings or regulatory inquiries,which could result in an unfavorableoutcome and have an adverse effect on our business,financial condition,results of operationsand cash flows”in this document.SUMMARY 19 THIS DOCUMENT IS IN DRAFT FORM,I
169、NCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.During the Track Record Period and up to the Latest Practicable Date,our Directorsconfirm that we had not been and were not involved in any material non-c
170、ompliance incidentsthat have led to fines,enforcement actions or other penalties that could,individually or in theaggregate,have a material adverse effect on our business,financial condition and results ofoperations.In addition,during the Track Record Period and up to the Latest Practicable Date,we
171、had not been and were not involved in any systematic non-compliance incidents.SUMMARY OF MATERIAL RISK FACTORSOur business and the REDACTED involve certain risks as set out in“Risk Factors”inthis document.These risks can be broadly categorized into:(i)risks relating to our business,industry,financia
172、l prospects and general operations;(ii)risks relating to our ContractualArrangements;(iii)risks relating to government regulations;and(iv)risks relating to theREDACTED.You should read that section in its entirety carefully before you decide toREDACTED in our Shares.Some of the major risks we face in
173、clude the following:We operate in a rapidly evolving and developing industry,which makes it difficultto evaluate our future prospects.We generated a significant portion of our revenue from a small number of gamesduring the Track Record Period.Our success and revenue growth depends on our ability to
174、attract new players andretain our existing players.The markets in which we operate are highly competitive.If we are unable tocompete effectively against our competitors,our game player base,market share andprofitability may be materially and adversely affected.A substantial majority of our revenue i
175、s derived from sales of in-game virtual items,and failure to monetize effectively through this virtual item-based revenue modelmay adversely affect our business.Failure to maintain the success and extend the lifecycle of our games andcompetition from other games of the same genre with similar conten
176、t may materiallyand adversely affect our business and results of operations.If we fail to keep up with technological developments or anticipate or successfullyadapt our games to new trends,our business prospects and results of operationscould be materially and adversely affected.SUMMARY 20 THIS DOCU
177、MENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.RECENT DEVELOPMENTSOur business model remains unchanged subsequent to the Track Record Period and wecontinue to expand our game por
178、tfolio and reach wider player pool after the Track RecordPeriod.No Material Adverse ChangeOur Directors confirm that up to the date of this document,there had been no materialadverse change in our financial,operational or prospects since September 30,2024,being thelatest balance sheet date of our co
179、nsolidated financial statements as set out in the UnauditedInterim Condensed Consolidated Financial Information set out in Appendix IB to thisdocument,and there is no event since September 30,2024 that would materially affect theinformation as set out in the Accountants Report included in Appendix I
180、A and UnauditedInterim Condensed Consolidated Financial Information included in Appendix IB to thisdocument.DIVIDENDSCurrently,we do not have a formal dividend policy or a fixed dividend payout ratio.Anydeclaration and payment of dividends will be subject to our Articles and the CaymanCompanies Act.
181、We will review our dividend policy from time to time.Our Board may declaredividends in the future after taking into account factors,including results of operations,financial condition,cash requirements and availability and other factors as it may deemrelevant at such time.Pursuant to the resolutions
182、 of the shareholders meetings on April 29,2022 andNovember 3,2022,Chengdu Uni-Star Interactive,one of our subsidiaries,declared dividendsof RMB40.0 million and RMB112.4 million to its then equity holders,respectively.We havesettled RMB146.9 million for such dividends,of which RMB146.8 million was pa
183、id in cashand RMB175.0 thousand was offset against an amount due from a then equity holder as ofSeptember 30,2024.Pursuant to the resolution of the shareholders meeting on July 4,2023,Chengdu Uni-StarInteractive declared a dividend of RMB150.0 million to its then equity holders and RMB120.2million h
184、as been settled as of September 30,2024.We expect to settle the remaining paymentby cash using our internal resources.We believe that the distribution of the dividends will not have a material impact on thesufficiency of our working capital after the REDACTED and we will be able to maintainsufficien
185、t funds to meet our working capital requirements and debt obligations.Our historicaldeclarations of dividends may not reflect our future declarations of dividends.SUMMARY 21 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE S
186、ECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.REDACTEDREDACTED in relation to the REDACTED are estimated to be approximatelyRMBREDACTED(including REDACTED),at the REDACTED of HK$REDACTEDper Share(being the mid-point of the REDACTED),and assuming the REDACTED is notexercised,which comprise:(i)R
187、EDACTED related expenses of RMBREDACTED;and(ii)non-REDACTEDrelatedexpensesofRMBREDACTED,whicharefurthercategorizedinto:(a)feesandexpensesoflegaladvisorsandaccountantsofRMBREDACTED;and(b)other fees and expenses of RMBREDACTED.As of September30,2024,we incurred a total of RMBREDACTED in REDACTED,among
188、 whichRMBREDACTED were recognized in our consolidated statement of comprehensive income,and RMBREDACTED were recognized in the consolidated statement of financial position tobe accounted for as a deduction from equity upon REDACTED.We estimate that additional REDACTED of approximately RMBREDACTED(in
189、cludingREDACTEDofapproximatelyRMBREDACTED,assumingtheREDACTED is not exercised and based on the REDACTED of HK$REDACTED perREDACTED(being the mid-point of the REDACTED)will be incurred by our Company,approximately RMBREDACTED of which is expected to be charged to our consolidatedstatements of profit
190、 or loss,and approximately RMBREDACTED of which is attributable tothe issue of shares and will be deducted from equity upon REDACTED.Our REDACTEDas a percentage of gross REDACTED is REDACTED%,at an REDACTED ofHK$REDACTED per Share,and assuming the REDACTED is not exercised.TheREDACTED above are the
191、latest practicable estimate for reference only,and the actualamount may differ from this estimate.REDACTED STATISTICSBased on theREDACTEDofHK$REDACTEDper ShareBased on theREDACTEDofHK$REDACTEDper ShareREDACTEDof our Shares(in thousand)HK$REDACTEDHK$REDACTEDUnauditedREDACTEDadjusted consolidated net
192、tangibleassets per ShareHK$REDACTEDHK$REDACTEDNotes:(1)All statistics in this table are on the assumption that the REDACTED are not exercised.(2)The calculation of REDACTED is based on REDACTED Shares expected to be in issue immediately aftercompletion of the REDACTED.(3)The unaudited REDACTED adjus
193、ted consolidated net tangible assets per Share is calculated after makingthe adjustments referred to in“Financial Information Unaudited REDACTED Statement of AdjustedConsolidated Net Tangible Assets”.(4)No adjustment has been made to reflect any trading results or other transactions of our Group ent
194、ered intosubsequent to September 30,2024.SUMMARY 22 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.REDACTEDWe estimate that we will receive net REDACTED from the REDACTE
195、D ofapproximately HK$REDACTED,after deducting REDACTED,fees and estimatedexpensespayablebyusinconnectionwiththeREDACTED,andassumingtheREDACTED being not exercised and an REDACTED of HK$REDACTED per Share,which is the mid-point of the indicative REDACTED stated in this document.If theREDACTED is set
196、at HK$REDACTED per Share,which is the high end of the indicativeREDACTED,thenetREDACTEDfromtheREDACTEDwillincreasebyapproximately HK$REDACTED.If the REDACTED is set at HK$REDACTED perShare,which is the low end of the indicative REDACTED,the net REDACTED from theREDACTEDwilldecreasebyapproximatelyHK$
197、REDACTED.AssuminganREDACTED at the mid-point of the REDACTED,we currently intend to apply these netREDACTED for the following purposes:REDACTED%,or approximately HK$REDACTED,will be used to strengthenour R&D capabilities and diversify our game portfolio as well as broaden ourproduct range to capture
198、 new market opportunities;REDACTED%,or approximately HK$REDACTED,will be used to strengthenour game publishing and operation capabilities,enhance our marketing efficiency,and expand our player base in China;REDACTED%,or approximately HK$REDACTED,will be used to strengthenour AI and IT infrastructure
199、 and technology innovation;REDACTED%,or approximately HK$REDACTED,will be used to support ouroverall strategy of expanding into overseas markets and developing our overseasoperation;REDACTED%,or approximately HK$REDACTED,will be used to pursuestrategic alliances and acquisitions of upstream and down
200、stream participants in thevalue chain of the mobile game industry;andREDACTED%,or approximately HK$REDACTED,will be used for ourgeneral working capital and general corporate purposes.SUMMARY 23 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CO
201、NJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.In this document,unless the context otherwise requires,the following terms andexpressions shall have the meanings set out below.“Accountants Report”the audited consolidated financial statements of ourCompany for the Track Record
202、 Period,as set out inAppendix IA to this document“affiliate(s)”with respect to any specified person,any other person,directly or indirectly,controlling or controlled by orunder direct or indirect common control with suchspecified person“AFRC”the Accounting and Financial Reporting Council of HongKong
203、(formerlyknownastheFinancialReportingCouncil of Hong Kong)“Analysys”or“Industry Consultant”Analysys Limited,our industry consultant“Analysys Report”the industry report commissioned by our Company andindependently prepared by Analysys,a summary ofwhich is set forth in the section headed“IndustryOverv
204、iew”in this document“Articles”or“Articles ofAssociation”the articles of association of our Company conditionallyadopted on with effect from the REDACTED“associate(s)”has the meaning ascribed thereto under the Listing Rules“Board”the board of Directors“business day”a day on which banks in Hong Kong a
205、re generally openfor normal business to the public and which is not aSaturday,Sunday or public holiday in Hong Kong“BVI”British Virgin Islands“CAC”the Cyberspace Administration of the PRC(中華人民共和國國家互聯網信息辦公室)REDACTEDDEFINITIONS 24 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THA
206、T THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.“Cayman Companies Act”the Companies Act(As Revised)of the Cayman Islands,Cap.22(Law 3 of 1961),as amended or supplemented orotherwise modified from time to timeREDACTED“Chengdu Beiyu”Chengdu Be
207、iyu Network Technology Co.,Ltd.(成都倍譽網絡科技有限公司),a company established under thelaws of the PRC on June 4,2020 and one of theRegistered Shareholders“Chengdu High-Tech VC”Chengdu High-Tech New Economy Venture Capital Co.,Ltd.(成都高新新經濟創業投資有限公司),acompanyestablished under the laws of the PRC on October 15,2
208、018,our Pre-REDACTED Investor and one of theRegistered Shareholders“Chengdu Liangyan”ChengduLiangyanEnterpriseManagementCenter(Limited Partnership)(成都亮研企業管理中心(有限合夥),a limited partnership established under the laws ofthe PRC on June 4,2020 and one of the RegisteredShareholders“Chengdu Uni-Star Intera
209、ctive”Chengdu Uni-Star Interactive Network Technology Co.,Ltd.(成都星邦互娛網絡科技有限公司)(formerly knownas Chengdu 9130 Network Technology Co.,Ltd.(成都玖壹叁零網絡科技有限公司)andChengduShunqianTechnologyCo.,Ltd.(成都順乾科技有限公司),acompany established under the laws of the PRC onOctober 14,2014 and a wholly-owned subsidiary of o
210、urCompany by virtue of the Contractual Arrangements“Chengdu Yicai”Chengdu Yicai Enterprise Management Center(LimitedPartnership)(成都繹彩企業管理中心(有限合夥),alimited partnership established under the laws of the PRCon June 4,2020 and one of the Registered Shareholders“China”,“Mainland China”or“the PRC”the Peop
211、les Republic of China for the purpose of thisdocument and for geographical reference only,exceptwhere the context requires,references in this document to“China”,“Mainland China”and the“PRC”do not applyto Hong Kong SAR,Macau Special AdministrativeRegion and Taiwan RegionDEFINITIONS 25 THIS DOCUMENT I
212、S IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.“close associate(s)”has the meaning ascribed thereto under the Listing Rules“Companies Ordinance”the Companies Ordinance(Chapter 622 of t
213、he Laws ofHong Kong),as amended,supplemented or otherwisemodified from time to time“Companies(Winding Up andMiscellaneous Provisions)Ordinance”theCompanies(WindingUpandMiscellaneousProvisions)Ordinance(Chapter 32 of the Laws of HongKong),as amended,supplemented or otherwise modifiedfrom time to time
214、“Company”,“our Company”“we”,“us”or“our”Uni-Star Interactive Holding Limited,a company withlimited liability incorporated in the Cayman Islands onNovember 24,2022“connected person(s)”has the meaning ascribed thereto under the Listing Rules“Consolidated AffiliatedEntity(ies)”entity(ies)we control whol
215、ly or partly through theContractual Arrangements,namely Chengdu Uni-StarInteractive and its subsidiaries“Contractual Arrangement(s)”the series of contractual arrangements entered intobetween,among others,Guangzhou Uni-Star Interactive,ChengduUni-StarInteractiveandtheRegisteredShareholders,asdetailed
216、inthesectionheaded“Contractual Arrangements”in this document,and asamended,restated,renewed,reproduced or joined fromtime to time“Controlling Shareholder(s)”has the meaning ascribed thereto under the Listing Rulesand unless the context otherwise requires,refers to Mr.Guo,Ms.Guo,GreatGuoHL,GreatGuoFH
217、L,Springberg FHL,Sincebloom FHL,Orchid Lan HL andOrchid Lan FHL,further details of which are set out inthe section headed“Relationship with Our ControllingShareholders”in this document“core connected person(s)”has the meaning ascribed thereto under the Listing Rules“CSRC”China Securities Regulatory
218、Commission(中國證券監督管理委員會)“Data Compliance Adviser”CM Law Firm,our legal adviser as to PRC cybersecurityand data privacy protection lawsDEFINITIONS 26 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON T
219、HE COVER OF THIS DOCUMENT.REDACTED“Director(s)”the director(s)of our Company“Extreme Conditions”extremeconditionscausedbyasupertyphoonasannounced by the government of Hong KongREDACTED“Great Guo Family Trust”a discretionary family trust established by Mr.Guo as thesettlor and one of the beneficiarie
220、s“Great Guo FHL”GreatGuoFamilyHoldingsLimited,acompanyincorporatedintheBVIwithlimitedliabilityonNovember22,2022andoneofourControllingShareholders“Great Guo HL”Great Guo Holdings Limited,a company incorporated inthe BVI with limited liability on November 21,2022 andone of our Controlling Shareholders
221、“Group”,“our Group”,“our”,“we”,or“us”our Company,our subsidiaries and the ConsolidatedAffiliated Entities from time to time,and where thecontext requires,in respect of the period prior to ourCompany becoming the holding company of our presentsubsidiaries,suchsubsidiariesasiftheyweresubsidiaries of o
222、ur Company at the relevant time“Guangzhou Uni-StarInteractive”or“WFOE”Guangzhou Uni-Star Interactive Network Co.,Ltd.(廣州星邦互娛網絡有限公司),a company established underthe laws of the PRC on September 11,2017 and awholly-owned subsidiary of our Company“Guide”the Guide for New Listing Applicants as published
223、by theStockExchange,asamendedorsupplementedorotherwise modified from time to timeDEFINITIONS 27 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.“HK”or“Hong Kong”the Hong
224、Kong Special Administrative Region of thePeoples Republic of ChinaREDACTED“Hong Kong dollars”or“HK$”Hong Kong dollars and cents respectively,the lawfulcurrency of Hong KongREDACTEDDEFINITIONS 28 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN C
225、ONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.REDACTED“Hong Kong Stock Exchange”or“Stock Exchange”The Stock Exchange of Hong Kong LimitedREDACTED“IFRS”International Financial Reporting Standards,as issued bythe International Accounting Standards Board“Independent Third Par
226、ty(ies)”any person(s)or entity(ies)who/which is not a connectedperson of our Company within the meaning of the ListingRulesREDACTEDDEFINITIONS 29 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE
227、 COVER OF THIS DOCUMENT.REDACTED“Latest Practicable Date”February 18,2025,being the latest practicable date forthe purpose of ascertaining certain information containedin this document prior to its publication“LEI”legal entity identifier,a 20-character alpha-numeric codeunder the Global LEI System a
228、dopted by the FinancialStability Board to uniquely identify distinct legal entitieswhich participate in financial transactionsREDACTED“Listing Committee”the Listing Committee of the Stock ExchangeREDACTED“Listing Rules”or“Hong KongListing Rules”the Rules Governing the Listing of Securities on TheSto
229、ck Exchange of Hong Kong Limited,as amended,supplemented or otherwise modified from time to timeDEFINITIONS 30 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.“Main Board
230、”the stock market(excluding the option market)operatedby the Hong Kong Stock Exchange which is independentfrom and operated in parallel with the GEM of the HongKong Stock Exchange“Memorandum”or“Memorandum ofAssociation”thememorandumofassociationofourCompanyconditionally adopted on,with effect from t
231、heREDACTED“MIIT”the Ministry of Industry and Information Technology ofthe PRC(中華人民共和國工業和信息化部)“MOFCOM”the Ministry of Commerce of the PRC(中華人民共和國商務部)“Mr.Guo”Mr.Guo Zhongjian(郭中健),one of our ControllingShareholders“Ms.Guo”Ms.Guo Xiaolan(郭小蘭),our executive Director,chairperson of our Board,chief execut
232、ive officer and oneof our Controlling Shareholders“NDRC”the National Development and Reform Commission ofthe PRC(中華人民共和國國家發展和改革委員會)REDACTED“Orchid Lan Family Trust”a discretionary family trust established by Ms.Guo as thesettlor and one of the beneficiaries“Orchid Lan FHL”OrchidLanFamilyHoldingsLimi
233、ted,acompanyincorporatedintheBVIwithlimitedliabilityonNovember22,2022andoneofourControllingShareholdersDEFINITIONS 31 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.“Orc
234、hid Lan HL”Orchid Lan Holdings Limited,a company incorporated inthe BVI with limited liability on November 21,2022 andone of our Controlling ShareholdersREDACTED“Overseas Listing TrialMeasures”the Trial Administrative Measures of Overseas SecuritiesOffering and Listing by Domestic Companies(境內企業境外發行
235、證券和上市管理試行辦法)promulgated bythe CSRC on February 17,2023 and effective on March31,2023“PBOC”the Peoples Bank of China(中國人民銀行),the centralbank of the PRC“PRC Legal Advisers”Qiyuan Law Firm and CM Law Firm,our legal advisersas to PRC law(in Chinese name alphabetical order)“Preferred Share(s)”the 47,510,
236、000 series A convertible redeemable preferredshare(s)in the share capital of our Company with a parvalue of US$0.00001 each,which are held by thePre-REDACTED Investor as of the date of thisdocument“Pre-REDACTED Investment”the investment in our Company undertaken by thePre-REDACTEDInvestorpursuanttot
237、heequitytransferagreement(s)and/orcapitalincreaseagreement(s),further details of which are set out in thesection headed“History,Reorganization and CorporateStructure”in this document“Pre-REDACTED Investor”theinvestorofthePre-REDACTEDInvestment,further details of which are set out in the paragraphhea
238、ded“History,Reorganization and Corporate Structure Information about the Pre-REDACTED Investor”inthis documentDEFINITIONS 32 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUME
239、NT.REDACTED“Registered Shareholders”theregisteredshareholdersofChengduUni-StarInteractive from time to time,further details of which areset out in the section headed“Contractual Arrangements”in this document“Regulation S”Regulation S under the U.S.Securities Act“Relevant Businesses”has the meaning a
240、scribed thereto in the section headed“Contractual Arrangements”in this document“Reorganization”the corporate restructuring of our Group in preparationfor the REDACTED,further details of which are setout in the paragraph headed“History,Reorganization andCorporate Structure Reorganization”in this docu
241、ment“RMB”or“Renminbi”Renminbi,the lawful currency of the PRC“Rule 144A”Rule 144A under the U.S.Securities Act“SAFE”the State Administration of Foreign Exchange of the PRC(中華人民共和國國家外匯管理局)“SAMR”the State Administration for Market Regulation of thePRC(中華人民共和國國家市場監督管理總局)“Securities and FuturesCommission
242、”or“SFC”the Securities and Futures Commission of Hong Kong“SFO”or“Securities andFutures Ordinance”the Securities and Futures Ordinance(Chapter 571 of theLaws of Hong Kong),as amended,supplemented orotherwise modified from time to time“Share(s)”ordinary share(s)in the capital of our Company with apar
243、 value of US$0.00001 eachDEFINITIONS 33 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.“Sincebloom FHL”SincebloomFamilyHoldingsLimited,acompanyincorporated in the BVI wi
244、th limited liability on February1,2023 and one of our Controlling Shareholders“Sincebloom Family Trust”a discretionary trust established by Mr.Guo as the settlorand one of the beneficiaries“Shanghai Qianwanlang”Shanghai Qianwanlang Network Technology Co.,Ltd.(上海千灣浪網絡科技有限公司),alimitedcompanyestablishe
245、d under the laws of the PRC on November 28,2023 and is a wholly-owned subsidiary of our Company“Shanghai Xuangan”Shanghai Xuangan Network Technology Co.,Ltd.(上海炫感網絡科技有限公司),a limited company establishedunder the laws of the PRC on January 16,2022 and is awholly-owned subsidiary of our Company“Shareho
246、lder(s)”holder(s)of the Share(s)REDACTED“Sole Sponsor”China International Capital Corporation Hong KongSecurities Limited“Springberg FHL”SpringbergFamilyHoldingsLimited,acompanyincorporatedintheBVIwithlimitedliabilityonNovember22,2022andoneofourControllingShareholders“Springberg Family Trust”a discr
247、etionary trust established by Mr.Guo as the settlorand one of the beneficiariesDEFINITIONS 34 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.“STA”the State Taxation Admi
248、nistration of the PRC(中華人民共和國國家稅務總局)REDACTED“State Council”the State Council of the PRC(中華人民共和國國務院)REDACTED“subsidiary(ies)”has the meaning ascribed thereto under the Listing Rules,andshallalsoincludeourConsolidatedAffiliatedEntities unless the context requires otherwise“substantial shareholder(s)”h
249、as the meaning ascribed thereto under the Listing Rules“Takeovers Code”the Code on Takeovers and Mergers issued by the SFC,asamended,supplemented or otherwise modified from timeto time“Track Record Period”the two financial years ended December 31,2022 and2023 and the nine months ended September 30,2
250、024REDACTED“United States”,“U.S.”or“US”theUnitedStatesofAmerica,itsterritoriesandpossessions,any State of the United States,and theDistrict of Columbia“U.S.dollars”,“US$”or“USD”United States dollars,the lawful currency of the UnitedStates“U.S.Securities Act”theU.S.SecuritiesActof1933,asamended,suppl
251、emented or otherwise modified from time to time,and the rules and regulations promulgated thereunderDEFINITIONS 35 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.REDACTE
252、D“Zhongrong Huatai”Chengdu Zhongrong Huatai Network Technology Co.,Ltd.(中戎華泰網絡科技有限公司),a limited liabilitycompany incorporated in the PRC on May 8,2014 and anassociate of our Group from January 2024,details ofwhich are set out in“Financial Information”in thisdocument“%”per centFor ease of reference,t
253、he names of PRC laws and regulations,governmental authorities,institutions,natural persons or other entities(including our subsidiaries and ConsolidatedAffiliated Entities)have been included in this document in both the Chinese and Englishlanguages and in the event of any inconsistency,the Chinese v
254、ersions shall prevail.DEFINITIONS 36 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.In this document,unless the context otherwise requires,explanations and definitionsof
255、 certain terms used in this Document in connection with our Group and our businessshall have the meanings set out below.The terms and their meanings may not alwayscorrespond to standard industry meaning or usage of these terms.“active users”in any given period,(i)active users of a particular gameref
256、er to all registered players of such game that haveentered the game at least once in such period;and(ii)active users of a particular type or all of our games referto the simple sum of the active users of each game of suchtype or all of our games,as applicable,in such period anda registered player th
257、at entered two or more games insuch period is counted as two or more active users in suchperiod“ACG”a subculture of Greater China particularly referring toJapanese anime,comics and games,or the fictional worldor characters created in such work“AGBPPU”average gross billings per month per paying user,
258、whichrepresents the gross billings generated for a particulargame or all of our games,as applicable,in the perioddivided by the number of paying users of the game or allof our games,as applicable,in such period“AI”artificial intelligence“Alipay”a third-party mobile and online payment platform“Androi
259、d”a mobile operating system developed and maintained byGoogle Inc.used in touchscreen technology includingsmartphones and tablets“ARPG”action role-playing game,which incorporates elements ofaction or action-adventure games and normally has real-time combat system rather than turn-based or menu-based
260、combat system“average MAUs”calculated by dividing(i)the total MAUs of a game,or(ii)the aggregate of the total MAUs of all of our games,as applicable,for a specified period by the number ofmonths of that period.Our calculations of average MAUsincluded each games data before its official launchGLOSSAR
261、Y OF TECHNICAL TERMS 37 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.“average MPUs”calculated by dividing(i)the MPUs of a game,or(ii)theaggregate of the total MPUs of
262、all of our games,asapplicable,for a specified period by the number ofmonths of that period.Our calculations of average MPUsincluded each games data before its official launch“CAGR”compound annual growth rate“card game”a genre of games that are played using specially designedsetsofplayingcardsthatcom
263、binetheappealofcollecting with strategic gameplay“casual games”a genre of games that is typically designed with relativelysimple but attractive gameplay in minimalistic style,suchas cartoon,played by users for recreational purposes,andgenerally has shorter gaming time per play compared toother mobil
264、e game genres“click-through rate”or“CTR”the number of clicks that an advertisement receivesdivided by the number of times the advertisement isshown“conversion rate”or“CVR”the percentage of visitors to the advertisement thatbecome game users out of the total number of visitors“cumulative registered p
265、layers”the cumulative number of accounts,which is calculatedwith reference to the number of accounts registered withour games as of a specified date.It may not represent theexact number of our cumulative registered players in anyand all of our games as a player may have registeredmultiple player acc
266、ounts with any of our games“Dark Ages”900 years of European history between the 5th and 14thcenturies“DAU”daily active users in any given period,refers to anexisting registered player that has entered and played anyof the mobile games on any device at least once duringsuch period;repeated entries by
267、 the same player from thesame device are counted once onlyGLOSSARY OF TECHNICAL TERMS 38 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.“free-to-play”a business model us
268、ed in the online game industry,underwhich players can play games for free,but may need towatch in-game advertisements and pay for virtual itemssold in games to enhance their gameplay experience“generative artificialintelligence”or“generative AI”artificial intelligence capable of generating text,imag
269、es,or other media in response to prompts“Google Play”a digital distribution platform operated and developed byGoogle Inc.It serves as both the official app store for theAndroid operating system,and a digital media storeoffering music,books,movies,and television programs“gross billings”total amount p
270、aid by players for in-game purchasesduring a specified period“HTML5”HTML5 technologies encompass a range of features andcapabilities that allow for more dynamic and interactiveweb content.They enable developers to create rich,engaging web applications that work across multipleplatforms and devices,w
271、hile also improving accessibilityand performance“idle game(s)”a type of casual games,primarily featured by gameplayers being able to play the games for any interval oftime to experience the core part of the games,while thegames automatically continuing until the players nextlogin and progressing the
272、 players profiles in the games“instant game(s)”mobile games that are developed based on HTML5,andother similar technologies,and are designed to beembedded in mini-programs of online platforms likeWeChat,Douyin,Alipay and others“iOS App Store”a digital distribution platform operated and developed byA
273、pple Inc.,which is the official app store for the iOSoperating system“iOS”a mobile operating system developed and maintained byApple Inc.used exclusively in Apple devices,such asiPhones,iPods and iPads“IP(s)”intellectual property(ies)“KOL(s)”key opinion leader,a person whose opinions in a certainfie
274、ld are respected and influential to the publicGLOSSARY OF TECHNICAL TERMS 39 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.“lifecycle”the market life of a game,starting
275、 from the initial launchand ending on the irreversible and drastic decline ofactive users and revenue generated“lifetime value”an estimate of the average revenue a customer willgenerate over the time that he or she plays a game“MAU(s)”monthly active users,which represents the number ofactive users d
276、uring a specified calendar month“MMORPG”massively multiplayer online role-playing game,a videogame that combines aspects of a role-playing video gameand a massively multiplayer online game.The MMORPGgame allows a number of players to interact together,andthe games persistent world continues to exist
277、 and evolvewhile the player is offline and away from the game“MOBA”multiplayer online battle arena,a genre of games inwhich each player controls a single character,usuallyfrom an isometric perspective on an equidistant map,aspart of a team competing against another team of players,with the ultimate
278、goal to destroy the opposing teamsmain structure“mobile games”a game that is downloaded and played on mobile devices“MPU(s)”monthly paying users,which refers to the number ofpaying users in the relevant calendar months“official launch date”the date when the board of the Company determines tolaunch t
279、he game based on the operating performance ofthe game during the testing period“paying user(s)”in any given period,(i)paying users of a particular gamerefer to all registered players who charged their accountsfor the game with virtual items purchased from us at leastonce in such period regardless of
280、 whether such virtualitem was used by the registered players in that period;and(ii)paying users of a particular type or all of ourgames refer to the simple sum of the paying users of eachgame of such type or all of our games,as applicable,insuch period and a paying user that purchased virtualitems i
281、n two or more games in such period is counted astwo or more paying users in that period“prompts”the inputs or queries that a user or a program gives to anartificial intelligence,in order to elicit a specific responsefrom the modelGLOSSARY OF TECHNICAL TERMS 40 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLE
282、TE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.“QR code”a machine-readable code consisting of an array of blackand white squares,typically used for storing URLs orother information for reading by the camera o
283、n asmartphone“registered player(s)”as of a particular date,registered players of a particulargame refer to the number of registered accounts ofplayers who played such game for the first time as ofsuch date;registered players of all of our games refer tothe aggregate of the registered players of all
284、of our gamesas of a specified date;a player account that has been usedto enter two or more games is counted as two or moreregistered players“RPG”role-playing games,a genre of games in which a playerwho assumes the role of a character interacts with otherplayers in an evolving fantasy or fictional wo
285、rld andtakes control over characters actions“R&D”research and development“server”a computer system that provides services to othercomputing systems over a computer network“SLG”games in which the player is required to make strategicdecisions and employ tactical skills to achieve certainobjectives.Str
286、ategy-based games can be turn-based orreal-time and can cover a wide range of settings,such ashistorical battles or futuristic science fiction settings“SIM”games that simulate real-world activities,situations,orexperiences.Simulation games can cover a wide range oftopics,includingvehiclesimulationga
287、mes,lifesimulation,and city-building simulations“virtual items”tokens,items,avatars,skills,privileges or other in-gameconsumables,features or functionalities we offer toplayers to help them extend their play,enhance orpersonalize their game environments and accelerate theirprogress in our gamesGLOSS
288、ARY OF TECHNICAL TERMS 41 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.“WeChat mini program”a sub-application built within WeChat platform,whichcanbeusedonWeChatwithou
289、ttheneedtobedownloaded or installed“WeChat Pay”a third-party mobile payment platformGLOSSARY OF TECHNICAL TERMS 42 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.This do
290、cument contains certain forward-looking statements relating to our plans,objectives,beliefs,expectations,predictions and intentions,which are not historical facts andmay not represent our overall performance for the periods of time to which such statementsrelate.Such statements reflect the current v
291、iews of our management with respect to futureevents,operations,liquidity and capital resources,some of which may not materialize or maychange.These statements are subject to certain risks,uncertainties and assumptions,includingthe other risk factors as described in this document.You are strongly cau
292、tioned that relianceon any forward-looking statements involves known and unknown risks and uncertainties.Therisks,uncertainties and other factors facing our Company which could affect the accuracy offorward-looking statements include,but are not limited to,the following:changes in domestic market an
293、d business conditions as well as industry trendsrelated to our operations;changes in our customers demands and our business performance;changes in the competitive landscape of our industries;introduction and implementation of new or different laws in the areas we operate in;our ability to obtain ade
294、quate capital resources to fund future expansion plans;our ability to successfully implement our business plans,strategies,objectives andgoals;our ability to protect our technologies,knowhow,patents,brand,trademarks or otherintellectual property rights;developmentsintechnologyandourabilitytosuccessf
295、ullykeepupwithtechnological advancement;our ability to attract and retain technical professionals and other qualified employeesand key personnel;changes in currency exchange rates;andthe other risk factors discussed in this document as well as other factors beyond ourcontrol.FORWARD-LOOKING STATEMEN
296、TS 43 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.In some cases,we use the words“aim”,“anticipate”,“believe”,“can”,“continue”,“could”,“estimate”,“expect”,“going forwa
297、rd”,“intend”,“ought to”,“may”,“might”,“plan”,“potential”,“predict”,“project”,“seek”,“should”,“will”,“would”and similar expressions toidentify forward-looking statements.In particular,we use these forward-looking statements inthe sections headed“Business”and“Financial Information”in this document in
298、relation tofuture events,our future financial,business or other performance and development,the futuredevelopment of our industry and the future development of the general economy of our keymarkets.The forward-looking statements are based on our current plans and estimates and speakonly as of the da
299、te they were made.We undertake no obligation to update or revise anyforward-looking statements in light of new information,future events or otherwise.Forward-looking statements involve inherent risks and uncertainties and are subject to assumptions,some of which are beyond our control.We caution you
300、 that a number of important factors couldcause actual outcomes to differ,or to differ materially,from those expressed in anyforward-looking statements.Our Directors confirm that the forward-looking statements are made after reasonable careand due consideration.Nonetheless,due to the risks,uncertaint
301、ies and assumptions,theforward-looking events and circumstances discussed in this document might not occur in theway we expect,or at all.Accordingly,you should not place undue reliance on any forward-looking statements inthis document.All forward-looking statements contained in this document are qua
302、lified byreference to this cautionary statement.FORWARD-LOOKING STATEMENTS 44 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.An REDACTED in our Shares involves significa
303、nt risks.You should carefullyconsider all of the information in this document,including the risks and uncertaintiesdescribed below,before making an REDACTED in our Shares.The following is adescription of what we consider to be our material risks.Any of the following risks couldhave a material and ad
304、verse effect on our business,financial condition and results ofoperations.In any such case,the REDACTED of our Shares could decline,and youmay lose all or part of your REDACTED.These factors are contingencies that may ormay not occur,and we are not in a position to express a view on the likelihood o
305、f any suchcontingency occurring.The information given is as of the Latest Practicable Date unlessotherwise stated,will not be updated after the date hereof,and is subject to thecautionary statements in the section headed“Forward-looking Statements”in thisdocument.We believe there are certain risks a
306、nd uncertainties involved in our operations,some ofwhich are beyond our control.We have categorized these risks and uncertainties into:(i)risksrelating to our business,industry,financial prospects and general operations;(ii)risks relatingto our Contractual Arrangements;(iii)risks relating to governm
307、ent regulations;and(iv)risksrelating to the REDACTED.You should consider our business and prospects in light of thechallenges we face,including those discussed in this section.RISKS RELATING TO OUR BUSINESS,INDUSTRY,FINANCIAL PROSPECTS ANDGENERAL OPERATIONSWe operate in a rapidly evolving and develo
308、ping industry,which makes it difficult toevaluate our future prospects.We primarily operate in Chinas mobile game industry,which is rapidly evolving and maynot develop as we anticipate,making it difficult to evaluate our future prospects.In recentyears,driven by the increasing popularity and constan
309、t technological upgrades of smartphones,the development of player preferences,market entry by new competitors,the adoption of newstrategies by existing competitors and the introduction of new business models,the mobilegame industry has developed rapidly.We expect these trends to continue,and we will
310、 continueto adapt our strategies to successfully compete in the industry.Certain technologies orapplications that we are currently using may become obsolete if new technologies and businessmodels involving new mobile technologies emerge.It is difficult to accurately predict playersacceptance of new
311、technologies and business models,and their demand for a variety of ourexisting and future games,as well as the future size,composition and growth of the industrywe operate in.According to Analysys,the size of the mobile game market in China grew rapidly at aCAGR of 15.8%from RMB145.0 billion in 2018
312、 to RMB302.3 billion in 2023,and is expectedto reach RMB367.7 billion in 2028.Given the limited history and the rapid evolution of thismarket in China,the historical growth rate may not be sustained and is subject to variousfactors beyond our control,including general economic conditions,the length
313、of leisure timeRISK FACTORS 45 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.people enjoy and their level of consumption,and the development of relevant laws,rules andr
314、egulations.All of these factors are of great difficulty to be precisely predicted.Any fluctuationor downturn in the overall development of the mobile game industry may reduce demand forour games and thus materially and adversely affect our business and results of operations.We generated a significan
315、t portion of our revenue from a small number of games duringthe Track Record Period.During the Track Record Period,our revenue was primarily generated from six mobilegames,including Nine Realms:Sword&Immortals(九州仙劍傳),Sword Fantasy(天劍奇緣),Demon Hunter(黎明召喚),Mysterious World:Awaking(異界深淵:覺醒),Mysterious
316、 World:Spirit King(異界深淵:大靈王),and Sword Path of the Mountain and Sea(山海劍途).Asubstantial majority of our revenue was derived from two of the six games,namely,NineRealms:Sword&Immortals(九州仙劍傳)and Sword Fantasy(天劍奇緣).These two games inaggregate contributed 88.9%,90.5%,91.7%and 70.2%of our total revenue
317、in 2022,2023,andthe nine months ended September 30,2023 and 2024,respectively.We cannot assure you thatour revenue will continue to grow at a rate comparable to that during the Track Record Period.Should there be(i)any unexpected decline in the number of game players of these games;(ii)any unexpecte
318、d decrease in the amount of user spending on these games;(iii)any failure byus to upgrade,enhance or optimize these games in a timely manner or at all;(iv)any lastingor prolonged server interruption due to network failures or other reasons;or(v)any otherunfavorable changes made to these games,our bu
319、siness,financial condition and results ofoperations could be materially and adversely affected.Our success and revenue growth depends on our ability to attract new players and retainour existing players.Our business growth depends on our ability to attract new players and retain existingplayers and
320、keep them engaged in our games.To maintain and expand our player base,we mustcontinue to invest significant resources in research and development to enhance our existinggames and timely launch new,high-quality games,game editions or updates.Our gamedevelopment capability largely depends on our abili
321、ty to track and effectively respond tochanging player interests and preferences and the changes in the competitive landscape.Failureto timely launch popular games and keep enhancing our existing games to meet the demandsof the players may lead to slower-than-expected increases or even decreases in o
322、ur player baseand the players engagement with our games.In addition,we cannot guarantee that our gameswill continue to maintain their current level of popularity or that rapidly changing industrytrends and player preferences will not make our games obsolete over time.Moreover,to attract,retain and e
323、ngage players,we must also invest significant resourcesto enhancing our players experience on an on-going basis including by enhancing thefunctions and technical and artistic features of our games in a manner that appeals to ourdemographically diverse players and ensuring the reliability of our game
324、 operating systems.Inaddition,player support,including player service and technical support,is critical to retainingcurrent players and attracting potential players.For example,if we otherwise fail to provideRISK FACTORS 46 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE
325、 INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.effective player service,to address the player complaints to their satisfaction or to respond toplayer feedbacks in a timely manner,our players may be less inclined to play our games orrecommend our
326、 games to other potential players,and may decide to play games offered by ourcompetitors.Failure to maintain effective player service could harm our reputation and ourability to expand our player base,which may materially and adversely affect our results ofoperations.The markets in which we operate
327、are highly competitive.If we are unable to competeeffectively against our competitors,our game player base,market share and profitabilitymay be materially and adversely affected.The industry we operate in is,and will continue to be highly competitive.According toAnalysys,in Chinas mobile game market
328、,the top five market players with integrateddevelopment,publishing and operation capabilities collectively held a market share of about60%in terms of gross billings in 2023.The mobile game markets outside mainland China thatwe are expanding into,such as the markets in Southeast Asia,may also be high
329、ly competitive.Some of our competitors may have more diversified game portfolios,greater brand recognition,stronger commercial relationships with third-party publishers or distributors,larger gameplayer bases,longer operating histories,or more extensive access to more financial,technical,marketing o
330、r other resources.Consequently,such competitors may be able to respond morequickly and effectively to new opportunities,technologies,regulations or game players needsthan we do.As competition intensifies,we may need to devote more research and development aswell as marketing resources and incur high
331、er operating expenses.We may also have to offermore incentives to our game players and third-party game developers,publishers,distributionchannels and advertising and marketing service agencies or providers,which could adverselyaffect our profitability.All of these make it difficult to evaluate our
332、business prospects.If wefail to compete in a cost-effective manner or at all,our market share could decline and ourresults of operations could be materially and adversely affected.A substantial majority of our revenue is derived from sales of in-game virtual items,andfailure to monetize effectively
333、through this virtual item-based revenue model mayadversely affect our business.Our games are primarily free to download and play.In 2022,2023 and the nine monthsended September 30,2024,our average MPUs were 1,070 thousand,908 thousand and 546thousand,respectively.Our sustainable revenue growth depends in part on our ability toeffectively encourage more players to make or increase their in-game vir
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