Allied Esports Entertainment Announces Intent To Adjourn Special Stockholder Meeting To Approve WPT Sale Transaction
Allied Esports Entertainment, Inc. (NASDAQ: AESE) (the "Company" or "AESE"), a global esports entertainment company, is providing an update regarding its special stockholder meeting to be held on June 28, 2021 (the "Special Meeting") to consider and... Author:
Jun 11, 2021 9:00 AM EDT
Allied Esports Entertainment, Inc. ( AESE ) - Get Report (the "Company" or "AESE"), a global esports entertainment company, is providing an update regarding its special stockholder meeting to be held on June 28, 2021 (the "Special Meeting") to consider and approve the Company's sale of 100% of the outstanding capital stock of Club Services, Inc., or "CSI," to Element Partners, LLC (the "WPT Sale Transaction"). CSI is an indirect wholly-owned subsidiary of the Company that directly or indirectly owns 100% of the outstanding capital stock of each of the legal entities that collectively operate or engage in the Company's poker-related business and assets. The agenda for the Special Meeting also includes a proposal to adjourn the Special Meeting to a later date or time if necessary or appropriate, including to solicit additional proxies, if there are insufficient votes at the time of the Special Meeting to approve the WPT Sale Transaction. Ourgame International Holdings Limited ("Ourgame"), the Company's largest stockholder, beneficially owning approximately 30.6% of the Company's outstanding common stock through Primo Vital Limited ("Primo"), its wholly owned subsidiary, has advised the Company that the Rules Governing the Listing of Securities of The Stock Exchange of Hong Kong Limited (such rules, the "Listing Rules" and such exchange, the "Hong Kong Stock Exchange"), on which Ourgame's stock is listed, requires Ourgame to obtain approval from its stockholders prior to voting its shares of the Company's common stock owned by Primo at the Special Meeting. Ourgame has further advised the Company that it has called an extraordinary general meeting of its stockholders (the "Ourgame Meeting") to consider the approval of the WPT Sale Transaction, which is currently scheduled to take place on June 30, 2021 (Hong Kong time), after the date of the Special Meeting. If there are insufficient votes to approve the WPT Sale Transaction at the Special Meeting, the Company intends to adjourn the Special Meeting to a later date after the Ourgame Meeting on which Ourgame may vote its shares of common stock. Following any such adjournment, the Company intends to file a press release announcing the date and time on which it will reconvene the Special Meeting. About Allied Esports Entertainment
Allied Esports Entertainment ( AESE ) - Get Report is a global esports entertainment venture dedicated to providing transformative live experiences, multiplatform content and interactive services to audiences worldwide through its strategic fusion of two powerful entertainment brands: Allied Esports and the World Poker Tour (WPT). On March 19, 2021, AESE entered into a Stock Purchase Agreement (as amended on March 29, 2021, the "Stock Purchase Agreement") to effectuate the WPT Transaction once all applicable shareholder and regulatory consents have been obtained, and the other conditions to closing have been satisfied. Forward-Looking Statements
This communication contains "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Forward-looking statements may relate to future results, strategy and plans of Allied Esports Entertainment, Inc. and the World Poker Tour (collectively, the "Companies") (including certain projections and business trends, and statements, which may be identified by the use of the words "plans", "expects" or "does not expect", "estimated", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might", "projects", "will" or "will be taken", "occur" or "be achieved"). Forward-looking statements are based on the opinions and estimates of management of the Companies as of the date such statements are made, and they are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, each Company's respective revenues and operating performance, general economic conditions, industry trends, legislation or regulatory requirements affecting the business in which it is engaged, management of growth, its business strategy and plans, the result of future financing efforts and its dependence on key personnel, and the ability to retain key personnel. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. These forward-looking statements are made only as of the date hereof, and no Company undertakes any obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. With respect to the WPT Sale Transaction, these factors include, but are not limited to, the occurrence of any event, change or other circumstances that could give rise to the termination of the Stock Purchase Agreement or could otherwise cause the WPT Sale Transaction to fail to close; the outcome of any legal proceedings that may be instituted against us following the announcement of the WPT Sale Transaction; the inability to complete the WPT Sale Transaction, including due to failure to obtain approval of AESE's stockholders or other conditions to closing; the receipt of an unsolicited offer from another party for an alternative business transaction that could interfere with the WPT Sale Transaction; a change in our plans to retain the net cash proceeds from the WPT Sale Transaction; our inability to enter into one or more future acquisition or strategic transactions using the net proceeds from the WPT Sale Transaction; and a decision not to pursue strategic options for the esports business. Further information on potential factors that could affect our business is described under "Risk Factors" in AESE's Proxy Statement filed with the SEC on June 1, 2021. No Offer or Solicitation
This communication is for informational purposes only and is neither an offer to sell or purchase, nor the solicitation of an offer to buy or sell any securities, nor is it a solicitation of any vote, proxy, or approval in any jurisdiction pursuant to or in connection with the WPT Sale Transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. Important Additional Information Has Been Filed With the SEC
AESE has filed with the SEC and mailed to its stockholders a Proxy Statement in connection with the WPT Sale Transaction. The Proxy Statement contains important information about the Companies, the WPT Sale Transaction and the Stock Purchase Agreement. Investors and stockholders are urged to read the Proxy Statement carefully before making any decision to invest or consent to the WPT Sale Transaction. Investors and stockholders will be able to obtain free copies of the Proxy Statement and other documents filed by AESE with the SEC through the website maintained by the SEC at www.sec.gov . Stockholders who have any questions or require any assistance with completing a proxy card or who do not have the required materials, may contact AESE's solicitor, Regan & Associates, Inc., by telephone (toll-free within North America) at 1-800-737-3426. Participants in the Solicitation
In addition to Regan & Associates, Inc., AESE, its directors and executive officers may be deemed to be participants in the proxy solicitation with respect to the WPT Sale Transaction. Information regarding AESE's directors and executive officers and their ownership of AESE shares is contained in AESE's Annual Report on Form 10-K for the year ended December 31, 2020 and its proxy statement for the WPT Sale Transaction which was filed with the SEC on June 1, 2021, and is supplemented by other public filings made, and to be made, with the SEC. AESE's directors and executive officers beneficially own approximately 42.3% of AESE's common stock. Investors and stockholders may obtain additional information regarding the direct and indirect interests of AESE and its directors and executive officers with respect to the WPT Sale Transaction by reading the proxy statement and other filings referred to above. View source version on businesswire.com: https://www.businesswire.com/news/home/20210611005280/en/
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Allied Esports Entertainment Announces Intent To Adjourn Special Stockholder Meeting To Approve WPT Sale Transaction

05/02/2021 | 06:15am EDT
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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. OURGAME INTERNATIONAL HOLDINGS LIMITED
(a company incorporated under the laws of the Cayman Islands with limited liability)
(Stock Code: 6899)
REDESIGNATION OF DIRECTOR
The Board announces that with effect from 1 May 2021:
Mr. Lu Jingsheng, an independent non-executive Director, has been re-designated as an executive Director and appointed as the chief executive officer of the Company and due to his redesignation, he has also resigned as the chairman of the Audit Committee and a member of the Remuneration Committee and the Nomination and Corporate Governance Committee of the Board but will continue to serve as a member of the Risk Prevention and Digital Assets Management Committee; and
immediately after the appointment of Mr. Lu Jingsheng as the chief executive officer of the Company, Mr. Li Yangyang has resigned from the position of acting chief executive officer of the Company, but will continue to serve as an executive Director, the chairman of the Board and the chairman of the Nomination and Corporate Governance Committee. - 1 -
REDESIGNATION OF DIRECTOR AND APPOINTMENT OF CHIEF EXECUTIVE OFFICER
The board (''Board'') of directors (the ''Directors'' and each a ''Director'') of Ourgame International Holdings Limited (the ''Company'', together with its subsidiaries, the ''Group'') announces that Mr. Lu Jingsheng (''Mr. Lu''), an independent non-executive Director, has been re-designated as an executive Director and appointed as a chief executive officer of the Company and due to his redesignation, he has also resigned as the chairman of the Audit Committee and a member of the Remuneration Committee and the Nomination and Corporate Governance Committee of the Board, with effect from 1 May 2021, but will continue to serve as a member of the Risk Prevention and Digital Assets Management Committee. The biographical details of Mr. Lu are set out below:
Mr. Lu Jingsheng (陸京生), aged 42, was appointed as an independent non-executive Director on 30 June 2020. He holds a bachelor of economics degree in international business administration from the University of International Business and Economics, and has the qualifications of American Certified Public Accountant, Chinese Certified Public Accountant and fund practice, as well as ACCA member of British Certified Public Accountant. Since June 2018, he has served as the financial director of Beijing International Advertising & Communication Group. From February 2013 to June 2018, he served as a director of Zhejiang Sunriver Culture Co., Ltd. and the responsible person for the Beijing region of Xiamen XTone Animation Co., Ltd. From October 2001 to October 2010, he served as the audit manager at the audit department of Deloitte Touche Tohmatsu Certified Public Accountants Co., Ltd. Beijing Branch and a senior auditor at the audit department of Deloitte's Boston Branch in the United States. Mr. Lu has entered into a service contract with the Company for his role as the chief executive officer of the Company and an executive Director for a term of three years commencing on 1 May 2021 and he (in the capacity of executive Director) shall be subject to the requirements of retirement by rotation and re-election as stipulated in the Memorandum and Articles of Association of the Company and the Corporate Governance Code (the ''Corporate Governance Code'') as set out in Appendix 14 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ''Listing Rules''). During the term of his appointment, Mr. Lu shall be entitled to an aggregate annual remuneration package equivalent to approximately RMB1.02 million (or a pro rata amount for an incomplete year). The remuneration of Mr. Lu was determined with reference to his duties and responsibilities, the remuneration policy of the Company and the prevailing market standards. As at the date of this announcement, save as disclosed above, Mr. Lu confirmed that (i) he does not have any relationship with any Directors, senior management or substantial or controlling shareholders of the Company; (ii) he does not have any interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong); (iii) he does not hold other positions with the Company or other members of the Group; and (iv) he does not hold any other directorships in the last three years in any other public companies of which the securities are listed on any securities market in Hong Kong or overseas. - 2 -
Mr. Lu has confirmed that there is no further information which is discloseable pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters which need to be brought to the attention of The Stock Exchange of Hong Kong Limited (the ''Stock Exchange'') and the shareholders of the Company (the ''Shareholders'') in relation to his redesignation as an executive Director and appointment as the chief executive officer of the Company. The Board would like to extend its warmest welcome to Mr. Lu's new roles as the chief executive officer of the Company and an executive Director. RESIGNATION OF ACTING CHIEF EXECUTIVE OFFICER
The Board also announces that, immediately after the appointment of Mr. Lu as the chief executive officer of the Company, Mr. Li Yangyang (''Mr. Li'') has resigned from the position of acting chief executive officer of the Company, with effect from 1 May 2021, but will continue to serve as an executive Director, the chairman of the Board and the chairman of the Nomination and Corporate Governance Committee. Mr. Li has confirmed that he has no disagreement with the Board and there are no other matters which need to be brought to the attention of the Stock Exchange and the Shareholders in relation to his resignation of acting chief executive officer. NON-COMPLIANCE WITH THE LISTING RULES
Following the redesignation of Mr. Lu as an executive Director, the Board comprises eight members, including three executive Directors, three non-executive Directors and two independent non-executive Directors, and thus the Company fails to meet the requirements of having:
at least three independent non-executive Directors on the Board with at least one of them having appropriate professional qualifications or accounting or related financial management expertise under Rule 3.10 of the Listing Rules;
independent non-executive Directors who represent at least one-third of the Board under Rule 3.10A of the Listing Rules;
the Audit Committee comprising only non-executive Directors with a minimum of three members under Rule 3.21 of the Listing Rules;
the Remuneration Committee comprising a majority of independent non-executive Directors under Rule 3.25 of the Listing Rules; and
the Nomination and Corporate Governance Committee comprising a majority of independent non- executive Directors under code provision A.5.1 of the Corporate Governance Code. - 3 -
In order to comply with the Listing Rules and the terms of reference of the Audit Committee, the Remuneration Committee and the Nomination and Corporate Governance Committee, the Board is in the process of identifying suitable candidate(s) to fill the vacancy of the positions of (i) an independent non-executive Director, (ii) the chairman of the Audit Committee, (iii) a member of the Remuneration Committee, and (iv) a member of the Nomination and Corporate Governance Committee and will use its best endeavours to ensure that the suitable candidate(s) is/are appointed as soon as possible and, in any event, within three months from the effective date of the redesignation of Mr. Lu, pursuant to Rules 3.11, 3.23 and 3.27 of the Listing Rules, and in compliance with code provision A.5.1 of the Corporate Governance Code. The Company will make further announcement(s) as and when appropriate. By order of the Board
Ourgame International Holdings Limited

Ourgame International&nbsp;: CHANGE OF CHIEF EXECUTIVE OFFICER AND REDESIGNATION OF DIRECTOR

Ourgame International&nbsp;: SUPPLEMENTAL ANNOUNCEMENT - VERY SUBSTANTIAL DISPOSAL IN RELATION TO THE PROPOSED DISPOSAL OF THE ENTIRE EQUITY INTERESTS OF CLUB SERVICES, INC.

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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. OURGAME INTERNATIONAL HOLDINGS LIMITED
(a company incorporated under the laws of the Cayman Islands with limited liability)
(Stock Code: 6899)
AND FINANCIAL RESULTS FOR THE FOURTH QUARTER OF
ALLIED ESPORTS ENTERTAINMENT, INC.
Allied Esports Entertainment, Inc. (''AESE''), an indirect non-wholly owned subsidiary of Ourgame International Holdings Limited (the ''Company''), published its annual report for the year ended December 31, 2019 and the financial results for the three months ended December 31, 2019. This announcement is made by the Company pursuant to Rule 13.09(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ''Listing Rules'') and the Inside Information Provisions (as defined under the Listing Rules) under Part XIVA of the Securities and Futures Ordinance. On March 16, 2020 (U.S. time), AESE, an indirect non-wholly owned subsidiary of the Company, published its annual report for the year ended December 31, 2019 and the financial results for the three months ended December 31, 2019. AESE's shares are listed on Nasdaq. - 1 -
The following summary of major financial data of AESE for the years ended December 2018 and 2019 were prepared in accordance with the Generally Accepted Accounting Principles of the United States (''U.S. GAAP'') and were audited by its accountants:
For the Years Ended
Year Ended December 31, 2019 Compared to Year Ended December 31, 2018
Revenues
In-person experience revenues increased by approximately $2.9 million, or 36%, to approximately $11.1 million for the year ended December 31, 2019 from approximately $8.2 million for the year ended December 31, 2018. The increase in in-person experience revenues was driven by revenue from Allied Esports International Inc. (''Allied Esports''). Allied Esports' in-person revenues increased by approximately $3.0 million when comparing the year ended December 31, 2019 to the same period in 2018, of which approximately $2.5 million was generated by Esports Arena Las Vegas, Allied Esports' flagship arena in Las Vegas, approximately $0.2 million was generated from increased revenues for the U. S. mobile arena truck, approximately $0.5 million was generated from increased revenues for the European mobile arena truck and approximately $0.7 million was generated from increased sponsorship and internet revenues, offset by approximately $0.9 million resulting from the deconsolidation of Esports affiliates in Santa Ana and Oakland (together ''ESA'') on August 1, 2018. Multiplatform content revenues increased by approximately $2.3 million, or 69%, to approximately $5.5 million for the year ended December 31, 2019 from approximately $3.2 million for the year ended December 31, 2018. The increase in multiplatform content revenues related primarily to the World Poker Tour (''WPT'') business with increases in distribution revenue of approximately $0.8 million, sponsorship and advertising revenue of approximately $1.3 million and music royalty revenue of approximately $0.5 million, offset by an aggregate decrease of approximately $0.2 million in revenues from television sponsorship, streaming and online advertising. Interactive revenues increased by approximately $0.3 million, or 3%, to approximately $9.4 million for the year ended December 31, 2019 from approximately $9.1 million for the year ended December 31, 2018. Costs and expenses
In-person costs (exclusive of depreciation and amortization) increased by approximately $0.3 million, or 6%, to approximately $4.8 million for the year ended December 31, 2019 from approximately $4.5 million in for the year ended December 31, 2018. Increases of approximately $1.3 million of in-person costs as a result of increased activity from the opening of the Las Vegas flagship arena in March of 2018, approximately $0.8 million increase in event costs and approximately $0.2 million increase in costs related to our mobile arena trucks, were partially offset by a decrease of $2.0 million in costs related to ESA prior to its deconsolidation on August 1, 2018. Multiplatform costs (exclusive of depreciation and amortization) increased by approximately $1.5 million, or 66%, to approximately $3.8 million for the year ended December 31, 2019 from approximately $2.3 million for the year ended December 31, 2018, as a result of increases in multiplatform revenues during the period. - 4 -
Interactive costs (exclusive of depreciation and amortization) were approximately $2.5 million in each of the years ended December 31, 2019 and December 31, 2018, on flat revenues. Online operating expenses decreased by approximately $1.5 million, or 70%, to approximately $0.7 million for the year ended December 31, 2019 from approximately $2.2 million for the year ended December 31, 2018. The PlayWPT platform was managed and operated by the Company through May 2018. Since May 2018, the operation of PlayWPT has been licensed to a third party in exchange for a royalty based on revenues earned by the third party. Selling and marketing expenses decreased by approximately $0.4 million, or 11%, to approximately $3.6 million for the year ended December 31, 2019 from approximately $4.0 million for the year ended December 31, 2018. The decrease in selling and marketing expenses is primarily the result of expenses incurred in 2018 related to the grand opening of Allied Esports' flagship arena in Las Vegas. General and administrative expenses increased by approximately $2.0 million, or 12%, to approximately $18.5 million for the year ended December 31, 2019 from approximately $16.5 million for the year ended December 31, 2018. Corporate expenses increased approximately $2.2 million at the corporate level, including approximately $1.0 million of legal and professional fees, $0.8 million of compensation expense, $0.2 million of insurance expense and $0.1 million of travel expenses. WPT expenses increased by approximately $1.7 million at WPT, which included approximately $1.1 million of increases in compensation expense (of which $0.8 million resulted from a 2018 credit to stock based compensation expense due to the forfeiture of certain equity awards, and $0.3 million resulted in from increased employee costs) and $0.5 million increase in legal and professional fees incurred preparation for the merger transaction between Black Ridge Acquisition Corp, Noble Link Global Limited and Allied Esports Media, Inc. as approved by the Company's shareholders on July 5, 2019. The corporate and WPT increases were partially offset by an approximate $1.9 million decrease in general and administrative expense at Allied Esports, primarily as a result of the deconsolidation of ESA. Depreciation and amortization increased by approximately $0.06 million or 1%, for the year ended December 31, 2019 as compared to the year ended December 31, 2018. The approximate $0.8 million increase in depreciation and amortization related to Allied Esports' flagship arena in Las Vegas, which was put into service in March of 2018, was partially offset by decreases in depreciation of fixed assets and amortization of intangibles at WPT resulting from assets becoming fully depreciated or amortized. Impairment of investment in ESA was approximately $0.6 million for the year ended December 31, 2019 as compared to $9.7 million for the year ended December 31, 2018. The losses were the result of the derecognition and disposal of the assets, liabilities and equity of an investment made in 2018 by Allied Esports for which Allied Esports conveyed a portion of its membership interests to the former non-controlling interest members in order to reduce its ongoing cash contribution requirements, thus reducing its membership interest to a non-voting 25 percent equity interest. - 5 -
Impairment of deferred production costs and intangible assets decreased by approximately $0.7 million, to approximately $0.3 million for the year ended December 31, 2019 from approximately $1.0 million for the year ended December 2018. The impairment resulted from management's determination that the projected cash flows from certain deferred production costs and intellectual property will not be sufficient to recover the carrying value of those assets. Three Months Ended December 31, 2019 Compared to Three Months Ended December 31, 2018
Revenues
Total revenues in the fourth quarter of 2019 increased 19% to $6.5 million from $5.4 million in the fourth quarter of 2018, reflecting growth in each of the three pillars- In-person, Multiplatform Content, Interactive. In-person revenues increased approximately 6%, to approximately $2.2 million for the fourth quarter of 2019 from approximately $2.1 million in the fourth quarter of last year. The increase in In-person revenues relate primarily to growth in the Allied Esports business offset slightly by lower poker event revenues primarily due to timing issues. Multiplatform Content revenues increased 74%, to approximately $2.0 million for the fourth quarter of 2019 from approximately $1.1 million in the fourth quarter of last year. The increase in Multiplatform Content revenues relate primarily to the WPT business, with increased sponsorship revenues as well as higher distribution revenues and music royalties. Interactive revenues increased 4%, to approximately $2.3 million for the fourth quarter of 2019 from approximately $2.2 million in the prior year quarter. The increase in Interactive revenues all relates to the WPT business, driven by increased subscriptions and virtual product purchases. Costs and expenses
Total costs and expenses for the fourth quarter was $11.6 million, flat compared to the fourth quarter of 2018. Costs and Expenses in 2019 benefitted from lower impairment expense versus the prior year period. This was offset by increased In-person and Multiplatform expenses and higher Selling, General & Administrative Expenses, including public company costs. Please refer to the Form 10-K published by AESE on the website of the U.S. Securities and Exchange Commission ( https://www.sec.gov) and the website of The Stock Exchange of Hong Kong Limited ( https://www.hkexnews.hk) for further details. - 6 -
The financial results of AESE contained in the Form 10-K have been prepared in accordance with U.S. GAAP, which are different from the International Financial Reporting Standards (''IFRS'') that the Company uses to prepare and present its financial information. As such, the financial information in the Form 10-K is not directly comparable to the financial results of AESE as reflected in the consolidated financial results that the Company discloses. Consequently, the Company offers no assurance that the financial results of AESE for the year ended December 31, 2019 or any period will be the same as that to be presented in the Company's own consolidated financial results. By order of the Board
Ourgame International Holdings Limited

Ourgame International : PUBLICATION OF THE 2019 ANNUAL RESULTS AND FINANCIAL RESULTS FOR THE FOURTH QUARTER OF ALLIED ESPORTS ENTERTAINMENT, INC.

Ourgame International : OVERSEAS REGULATORY ANNOUNCEMENT - PRELIMINARY INFORMATION STATEMENT

Ourgame International

Gaming companies are defined as those developing technologies for the PC, console, mobile, and/or AR/VR video gaming market.

Gaming

Tai  Fan

Corporate Minority

Ourgame International (HKG: 6899) is a provider of Internet-based casual board and card games in China. Ourgame owns two large platforms: Ourgame Link and Ourgame New World. Its products provide cross-platform support for PC, browsers and mobile terminals with more than 300 board and card games, mahjong, casual games and large graphic games. In addition, Ourgame is also the organizer of an online board game e-sports event in China.

Name	Title	Status
Kwok Leung Kwok	Chief Executive Officer	Current
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Work History
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