China Ruyi Holdings Limited (CHINA RUYI, 00136) has signed two new continuing connected-transaction frameworks with Shenzhen Tencent Computer Systems (a wholly owned unit of Tencent Holdings) covering online games, drama series and film cooperation for 2026-2028. The agreements require independent shareholders’ approval under Hong Kong Listing Rules, with a circular slated for release by 15 May 2026.
Key highlights
1. 2026 Game Cooperation Framework • Scope: Four cooperation models—exclusive distribution, joint operation, marketing services and exclusive agency—for game titles developed or licensed by either party. • Term: From fulfilment of conditions precedent to 31 December 2028. • Annual caps (RMB): – Payables by CHINA RUYI to Tencent: 700.00 million (2026), 1.50 billion (2027), 2.10 billion (2028) – Receivables by CHINA RUYI from Tencent: 1.80 billion per year (2026-2028) • Historical performance under the 2023 framework: – Payables: 23.00 million (2023), 178.00 million (2024), 185.00 million (2025) versus a RMB 1.00 billion cap each year. – Receivables: 1.14 billion (2023), 1.28 billion (2024), 0.99 billion (2025) versus caps of RMB 1.20 billion–1.30 billion.
2. Drama Series & Movies Copyrights Licensing and Co-Production Framework • Scope: Tencent Video will acquire online broadcasting and distribution rights for CHINA RUYI’s original dramas and films and co-produce one made-to-order series per year. • Term: From fulfilment of conditions precedent to 31 December 2028 (Tencent may terminate if approval not obtained by 30 June 2026). • Annual caps (RMB): revenue to CHINA RUYI set at 800.00 million for each of 2026, 2027 and 2028. • No comparable historical transactions for 2023-2025.
Regulatory & corporate governance
• Tencent Holdings owns 15.37% of CHINA RUYI, rendering the transactions connected under Chapter 14A. • Highest percentage ratios exceed 5%; independent shareholders must approve the caps. • Water Lily Investment Limited and Tencent Mobility Limited (aggregate 2.58 billion shares) will abstain from voting. • An Independent Board Committee will evaluate the terms; Maxa Capital Limited appointed as independent financial adviser.
Strategic rationale
Management cites Tencent’s scale in internet services and content distribution as a catalyst to deepen collaboration, broaden CHINA RUYI’s entertainment footprint and monetise proprietary IP through film-game convergence, while strengthening technology and talent resources.