[Summary](index=3&type=section&id=Summary) The Group achieved a significant turnaround from loss to profit in H1 2024, driven by strong local market performance and fair value gains on financial instruments Key Financial Indicators Comparison H1 2024 | Indicator | H1 2024 (HKD) | H1 2023 (HKD) | Change | Driving Factors | | :--- | :--- | :--- | :--- | :--- | | **Total Revenue** | 189,900,000 | 182,000,000 | Up 4.3% | Strong local market in Russian Federation | | **Adjusted EBITDA** | 65,300,000 | 57,000,000 | Up 14.6% | Increase in total revenue from gaming and hotel operations | | **Profit/(Loss) Attributable to Owners of the Company** | 156,500,000 (Profit) | (16,100,000) (Loss) | Turned from loss to profit | Fair value gains on derivative financial instruments, reduced foreign exchange losses | - H1 2024 profit was primarily attributable to a fair value gain on derivative financial instruments of approximately **HKD 144.5 million** (H1 2023: loss of approximately HKD 53.1 million), and a reduction in foreign exchange losses to approximately **HKD 22 million** (H1 2023: HKD 35.2 million) due to Russian Ruble exchange rate fluctuations[7](index=7&type=chunk) [Management Discussion and Analysis](index=4&type=section&id=Management%20Discussion%20and%20Analysis) This section provides a comprehensive review of the Group's operational and financial performance, strategic initiatives, and risk factors [Business Review](index=4&type=section&id=Business%20Review) The Group operates gaming and hotel businesses in the Russian Far East Primorye Integrated Entertainment Zone through its 77.5% equity interest in Oriental Regent, with Tigre de Cristal as its core asset offering diverse gaming, five-star hotel services, and premium dining - The Group operates gaming and hotel businesses through its **77.5%** equity interest in Oriental Regent and receives **3%** management fee income from G1 Entertainment Limited Liability Company (a wholly-owned subsidiary of Oriental Regent) on net gross gaming revenue[8](index=8&type=chunk) - Tigre de Cristal, the core asset located in the Russian Far East Primorye Integrated Entertainment Zone, opened in Q4 2015, featuring approximately **36,000 square meters** of gaming and hotel facilities, a five-star hotel with **121 rooms and suites**, and multiple restaurants and lounge bars[9](index=9&type=chunk)[10](index=10&type=chunk) [Russia-Ukraine Conflict](index=5&type=section&id=Russia-Ukraine%20Conflict) The Russia-Ukraine conflict significantly impacted Russian tourism, reducing international visitors and exacerbating challenges with Western travel and financial restrictions, prompting Tigre de Cristal to refocus on the domestic market through facility upgrades and revised loyalty programs - The Russia-Ukraine conflict led to a significant decline in inbound and outbound tourism in Russia, with Western travel restrictions and financial sanctions (e.g., Visa and Mastercard service limitations) posing major challenges for foreign visitors[11](index=11&type=chunk) - Tigre de Cristal is adjusting its strategy to focus on the domestic market, including renovating its fine dining restaurant CASCADE and redesigning mass market loyalty programs to adapt to the evolving market environment[11](index=11&type=chunk) [Directors' Resignation](index=5&type=section&id=Directors'%20Resignation) On January 15, 2024, several directors, including Executive Director and CEO Mr. Choi Ming Fai, Executive Director and Authorized Representative Mr. Chiu King Yan, and three Independent Non-Executive Directors, resigned primarily due to their opposition to the proposed sale of G1 Entertainment - Mr. Choi Ming Fai resigned as Executive Director and Chief Executive Officer, and Mr. Chiu King Yan resigned as Executive Director and Authorized Representative[13](index=13&type=chunk) - Mr. Lam Kwan Sing, Mr. Lau Yau Cheung, and Mr. Li Chak Hung resigned as Independent Non-Executive Directors[13](index=13&type=chunk) - The directors' resignations were due to their opposition to the proposed sale of G1 Entertainment[12](index=12&type=chunk) [Company Secretary's Resignation](index=6&type=section&id=Company%20Secretary's%20Resignation) Ms. Mok Ming Wai resigned as the Company Secretary on February 17, 2024 - Ms. Mok Ming Wai resigned as the Company Secretary on **February 17, 2024**[14](index=14&type=chunk) [Termination of G1 Entertainment Sale](index=6&type=section&id=Termination%20of%20G1%20Entertainment%20Sale) The Company previously entered into an agreement with an independent third party to sell the entire issued share capital of G1 Entertainment for USD 116 million, but the buyer issued a termination notice on February 19, 2024, seeking to terminate the agreement - Oriental Regent (as seller) entered into an agreement with independent third party Limited Liability Company 'Dalnevostochnyj Aktiv' (as buyer) for the sale and purchase of the entire issued share capital of G1 Entertainment for **USD 116 million**[15](index=15&type=chunk) - The buyer issued a termination notice on **February 19, 2024**, seeking to terminate the agreement[15](index=15&type=chunk) [Resumption Guidance and Continued Suspension](index=6&type=section&id=Resumption%20Guidance%20and%20Continued%20Suspension) The Company received resumption guidance from the HKEX, requiring resolution of issues concerning management integrity, financial performance, and Listing Rules compliance, with trading suspended since January 11, 2024, and a risk of delisting if not resumed by July 10, 2025 - The HKEX issued resumption guidance, including demonstrating management integrity, publishing all outstanding financial results, complying with Listing Rule **13.24** and other relevant terms, disclosing all material information, and proving the Company's ability to ensure Listing Rules compliance[16](index=16&type=chunk) - The Company's shares were suspended from trading at **9:00 a.m. on January 11, 2024**, and all share trading was further suspended by an SFC directive from **9:00 a.m. on February 14, 2024**[20](index=20&type=chunk) - If the Company fails to resume trading by **July 10, 2025** (the expiry of the **18-month** continuous suspension period), the Listing Division will recommend the Listing Committee to cancel the Company's listing status[19](index=19&type=chunk) [Use of Proceeds](index=8&type=section&id=Use%20of%20Proceeds) Funds raised from the 2019 placing and rights issue, initially for Tigre de Cristal Phase II, were reallocated on July 14, 2023, due to project suspension, now designated for acquiring Tak Cheong Limited and Joyful Award Limited, future development of Japanese land plots, and general working capital or potential investment opportunities Use of Proceeds and Unutilized Amounts (As of June 30, 2024) | Item | Unutilized Amount as of Jan 1, 2023 (HKD millions) | Approved Change of Use as of July 14, 2023 (HKD millions) | Actual Utilized Amount for Period Ended Dec 31, 2023 (HKD millions) | Unutilized Amount as of June 30, 2024 (HKD millions) | Expected Usage Timeline | | :--- | :--- | :--- | :--- | :--- | :--- | | Tigre de Cristal Phase II (Design, Surveying, Consultancy) | 292.9 | (292.9) | - | - | - | | Tigre de Cristal Phase II (Procurement of Building Materials) | 186.4 | (186.4) | - | - | - | | General Working Capital (Repair and Maintenance) | 7.2 | - | (3.6) | - | - | | Acquisition of Tak Cheong Limited and Joyful Award Limited | - | 280.0 | (280.0) | - | - | | Future Development Design, Planning and Funding for Japanese Land Plots | - | 125.0 | - | 125.0 | Before December 31, 2026 | | General Working Capital or Potential Investment Opportunities | - | 74.3 | (74.3) | - | - | | **Total** | **486.5** | **-** | **(357.9)** | **125.0** | | - A portion of the net proceeds originally allocated for Tigre de Cristal Phase II (totaling **HKD 479.3 million**) was reallocated on **July 14, 2023**, primarily for the acquisition of Tak Cheong Limited and Joyful Award Limited (**HKD 280 million**), future development of Japanese land plots (**HKD 125 million**), and general working capital or potential investment opportunities (**HKD 74.3 million**)[24](index=24&type=chunk) [Outlook](index=10&type=section&id=Outlook) Despite the ongoing Russia-Ukraine conflict, the Group remains resilient, actively pursuing local tourism opportunities and preparing for future recovery, while diversifying into the fast-growing Philippine gaming market through Suntrust convertible bond investments to safeguard and enhance capital - The Group will actively seek business opportunities to support local tourism and prepare for future recovery[26](index=26&type=chunk) - By subscribing to Suntrust's convertible bonds, the Group has diversified its business into the fast-growing Philippine gaming market, aiming to safeguard existing investments and increase ownership for capital appreciation[26](index=26&type=chunk) [Financial Review](index=10&type=section&id=Financial%20Review) This section provides a detailed review of the Group's H1 2024 financial performance, including Tigre de Cristal's Adjusted EBITDA, gaming and hotel operations, revenue and expense changes, and key drivers for the turnaround to profit attributable to owners of the Company [Tigre de Cristal's Adjusted EBITDA](index=10&type=section&id=Tigre%20de%20Cristal's%20Adjusted%20EBITDA) Tigre de Cristal's Adjusted EBITDA significantly increased in H1 2024, primarily due to higher total revenue from gaming and hotel operations, with this section providing a detailed reconciliation of Adjusted EBITDA to profit attributable to owners of the Company Tigre de Cristal Adjusted EBITDA Comparison | Indicator | H1 2024 (HKD

[Interim Results Announcement Summary](index=1&type=section&id=Interim%20Results%20Announcement%20Summary) The company achieved a 4.3% revenue growth in H1 2024, turning a loss into profit primarily due to fair value gains on derivative financial instruments. [Key Financial Highlights](index=1&type=section&id=Key%20Financial%20Highlights) Kai Shing Holdings Limited achieved 4.3% total revenue growth in H1 2024, driven by the strong Russian domestic market, and turned a loss into profit primarily due to significant fair value gains on derivative financial instruments, despite foreign exchange losses from ruble fluctuations. Key Financial Data Comparison for H1 2024 | Indicator | H1 2024 (HKD) | H1 2023 (HKD) | Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Total Revenue | 189,900,000 | 182,000,000 | 7,900,000 | +4.3% | | Adjusted EBITDA | 65,300,000 | 57,000,000 | 8,300,000 | +14.6% | | Profit/(Loss) Attributable to Owners | 156,500,000 | (16,100,000) | 172,600,000 | Turned from Loss to Profit | | Fair Value Gain/(Loss) on Derivative Financial Instruments | 144,500,000 | (53,100,000) | 197,600,000 | Significant Growth | | Foreign Exchange Loss | 22,000,000 | 35,200,000 | (13,200,000) | -37.5% | [Condensed Consolidated Financial Statements](index=2&type=section&id=Condensed%20Consolidated%20Financial%20Statements) The condensed consolidated financial statements reflect a significant profit turnaround in H1 2024, driven by fair value gains on derivative financial instruments and improved operational performance. [Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=2&type=section&id=Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) The company achieved a significant profit turnaround in H1 2024, primarily due to substantial fair value gains on derivative financial instruments, converting a prior-year loss into profit, with gaming and hotel revenue growth partially offset by expected credit losses and exchange losses. Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income (For the six months ended June 30) | Indicator | 2024 (HKD thousands) | 2023 (HKD thousands) | Change (HKD thousands) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Revenue from Gaming and Hotel Operations | 189,910 | 181,974 | 7,936 | +4.36% | | Other Income | 69,260 | 62,835 | 6,425 | +10.23% | | Other Gains and Losses | (66,301) | (34,767) | (31,534) | +90.70% | | Fair Value Gain/(Loss) on Derivative Financial Instruments | 144,470 | (53,057) | 197,527 | Turned from Loss to Profit | | Finance Costs | (2,510) | (5,595) | 3,085 | -55.14% | | Profit/(Loss) Before Tax | 173,799 | (21,001) | 194,800 | Turned from Loss to Profit | | Profit/(Loss) for the Period | 169,676 | (21,099) | 190,775 | Turned from Loss to Profit | | Profit/(Loss) for the Period Attributable to Owners | 156,509 | (16,057) | 172,566 | Turned from Loss to Profit | | Basic Earnings/(Loss) Per Share (HK cents) | 3.471 | (0.356) | 3.827 | Turned from Loss to Profit | [Condensed Consolidated Statement of Financial Position](index=4&type=section&id=Condensed%20Consolidated%20Statement%20of%20Financial%20Position) As of June 30, 2024, the company's total assets and net assets increased, with improved net current assets and current ratio, indicating a robust financial position, primarily driven by a significant increase in the fair value of derivative financial instruments. Condensed Consolidated Statement of Financial Position (As at June 30) | Indicator | June 30, 2024 (HKD thousands) | December 31, 2023 (HKD thousands) | Change (HKD thousands) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Total Non-current Assets | 2,587,761 | 2,497,489 | 90,272 | +3.61% | | Derivative Financial Instruments (Non-current) | 1,587,667 | 1,444,032 | 143,635 | +9.95% | | Total Current Assets | 704,012 | 589,490 | 114,522 | +19.43% | | Bank Balances and Cash | 404,649 | 339,466 | 65,183 | +19.19% | | Total Current Liabilities | 468,229 | 417,720 | 50,509 | +12.09% | | Net Current Assets | 235,783 | 171,770 | 64,013 | +37.27% | | Net Assets | 2,780,912 | 2,622,285 | 158,627 | +6.05% | | Equity Attributable to Owners | 2,583,777 | 2,438,317 | 145,460 | +5.97% | [Notes to the Condensed Consolidated Financial Statements](index=6&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) These notes provide detailed information on the basis of preparation, significant accounting policies, segment information, and specific financial items within the condensed consolidated financial statements. [Basis of Preparation](index=6&type=section&id=Basis%20of%20Preparation) The condensed consolidated financial statements are prepared in accordance with HKAS 34 and Appendix D2 of the Listing Rules, presented in HKD, which is also the functional currency of the principal subsidiary G1 Entertainment. - The condensed consolidated financial statements are presented in HKD, which is also the functional currency of the principal subsidiary G1 Entertainment, as HKD primarily impacts its gaming revenue[8](index=8&type=chunk) [Significant Accounting Policies and Changes in Accounting Policies](index=6&type=section&id=Significant%20Accounting%20Policies%20and%20Changes%20in%20Accounting%20Policies) The condensed consolidated financial statements for the current period are prepared on a historical cost basis, except for financial instruments, and incorporate the first-time application of revised HKFRSs and HKASs issued by the HKICPA, with no significant impact on the financial statements. - The Group first applied the amendments to HKAS 1, HKAS 7, HKFRS 7, and HKFRS 16, which had no significant impact on the consolidated financial statements for the current and prior periods[9](index=9&type=chunk) [Segment Information](index=7&type=section&id=Segment%20Information) The Group operates a single operating and reportable segment, gaming and hotel operations, with all revenue derived from customers in the Russian Federation and nearly all non-current assets located there. - The Group operates only one operating segment, gaming and hotel operations, with all revenue and most non-current assets derived from the Russian Federation[10](index=10&type=chunk) [Revenue from Gaming and Hotel Operations](index=7&type=section&id=Revenue%20from%20Gaming%20and%20Hotel%20Operations) In H1 2024, total revenue from gaming and hotel operations increased by 4.36%, with gaming revenue being the largest contributor and hotel revenue also showing growth. Revenue from Gaming and Hotel Operations (For the six months ended June 30) | Business Type | 2024 (HKD thousands) | 2023 (HKD thousands) | Change (HKD thousands) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Gaming Operations | 172,475 | 167,275 | 5,200 | +3.11% | | Hotel Operations | 17,435 | 14,699 | 2,736 | +18.61% | | **Total Revenue** | **189,910** | **181,974** | **7,936** | **+4.36%** | - Gaming revenue represents the aggregate net difference between gaming wins and losses, recognized at a point in time; hotel revenue is recognized when control is transferred[12](index=12&type=chunk)[13](index=13&type=chunk) [Other Income](index=8&type=section&id=Other%20Income) In H1 2024, total other income increased by 10.23%, primarily driven by higher bank interest income and interest income from long-term loans to a fellow subsidiary, despite a slight decrease in interest income from derivative financial instruments. Other Income (For the six months ended June 30) | Income Source | 2024 (HKD thousands) | 2023 (HKD thousands) | Change (HKD thousands) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Interest Income from Derivative Financial Instruments | 49,088 | 51,176 | (2,088) | -4.08% | | Bank Interest Income | 15,048 | 10,902 | 4,146 | +38.03% | | Interest Income from Long-term Loan to a Fellow Subsidiary | 4,679 | – | 4,679 | N/A | | **Total** | **69,260** | **62,835** | **6,425** | **+10.23%** | [Other Gains and Losses](index=8&type=section&id=Other%20Gains%20and%20Losses) In H1 2024, other gains and losses significantly increased from a loss of HKD 34,767,000 in H1 2023 to a loss of HKD 66,301,000, primarily due to the initial recognition of expected credit losses on financial guarantee contracts and persistent net exchange losses. Other Gains and Losses (For the six months ended June 30) | Item | 2024 (HKD thousands) | 2023 (HKD thousands) | Change (HKD thousands) | | :--- | :--- | :--- | :--- | | Expected Credit Loss on Financial Guarantee Contracts | (44,104) | – | (44,104) | | Net Exchange Loss | (22,047) | (35,152) | 13,105 | | (Loss)/Gain on Disposal of Property, Operating Rights and Equipment | (147) | 319 | (466) | | **Total** | **(66,301)** | **(34,767)** | **(31,534)** | [Other Expenses](index=9&type=section&id=Other%20Expenses) In H1 2024, total other expenses slightly decreased by 0.9% to HKD 49,769,000, with a significant increase in bank charges offset by reductions in irrecoverable VAT and travel agency expenses. Other Expenses (For the six months ended June 30) | Item | 2024 (HKD thousands) | 2023 (HKD thousands) | Change (HKD thousands) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Bank Charges | 9,049 | 5,090 | 3,959 | +77.78% | | Irrecoverable VAT | 2,598 | 3,765 | (1,167) | -31.00% | | Travel Agency Expenses | – | 6,030 | (6,030) | -100.00% | | Miscellaneous | 10,625 | 8,341 | 2,284 | +27.38% | | **Total** | **49,769** | **51,904** | **(2,135)** | **-4.11%** | [Finance Costs](index=9&type=section&id=Finance%20Costs) In H1 2024, finance costs significantly decreased by 55.14% to HKD 2,510,000, primarily due to a substantial reduction in imputed interest on a loan from a non-controlling shareholder of a subsidiary. Finance Costs (For the six months ended June 30) | Item | 2024 (HKD thousands) | 2023 (HKD thousands) | Change (HKD thousands) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Imputed Interest on Loan from Non-controlling Shareholder of a Subsidiary | 901 | 3,852 | (2,951) | -76.61% | | Imputed Interest on Convertible Bonds | 746 | 694 | 52 | +7.49% | | Interest on Lease Liabilities | 212 | 395 | (183) | -46.33% | | **Total** | **2,510** | **5,595** | **(3,085)** | **-55.14%** | [Income Tax Expense](index=10&type=section&id=Income%20Tax%20Expense) Income tax expense significantly increased to HKD 4,123,000 in H1 2024, primarily due to the recognition of Russian withholding tax, while the Group had no taxable profits in Hong Kong and Japan, and Russian gaming activities are exempt from corporate tax. Income Tax Expense (For the six months ended June 30) | Item | 2024 (HKD thousands) | 2023 (HKD thousands) | Change (HKD thousands) | | :--- | :--- | :--- | :--- | | Russian Corporate Tax | (79) | 98 | (177) | | Russian Withholding Tax | 4,044 | – | 4,044 | | **Total** | **4,123** | **98** | **4,025** | - The Group had no taxable profits in Hong Kong and Japan, thus no tax provision was made; gaming activities in the Russian Federation are exempt from Russian corporate tax[18](index=18&type=chunk)[19](index=19&type=chunk)[20](index=20&type=chunk) [Profit/(Loss) for the Period](index=11&type=section&id=Profit%2F%28Loss%29%20for%20the%20Period) In H1 2024, the company's profit for the period was HKD 169,676,000, a significant improvement from a loss of HKD 21,099,000 in the prior-year period, primarily due to a reduction in total depreciation and amortization. Factors Affecting Profit/(Loss) for the Period (For the six months ended June 30) | Item | 2024 (HKD thousands) | 2023 (HKD thousands) | Change (HKD thousands) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Depreciation of Property, Operating Rights and Equipment | 26,715 | 36,356 | (9,641) | -26.52% | | Depreciation of Right-of-use Assets | 1,922 | 3,465 | (1,543) | -44.53% | | Amortization of Intangible Assets | – | 5 | (5) | -100.00% | | **Total Depreciation and Amortization** | **28,637** | **39,826** | **(11,189)** | **-28.09%** | [Dividends](index=11&type=section&id=Dividends) For the six months ended June 30, 2024, the company neither declared nor proposed any dividends. - For the six months ended June 30, 2024, the company neither declared nor proposed dividends to ordinary shareholders[23](index=23&type=chunk) [Earnings/(Loss) Per Share](index=11&type=section&id=Earnings%2F%28Loss%29%20Per%20Share) In H1 2024, basic earnings per share were 3.471 HK cents, a significant improvement from a loss of 0.356 HK cents per share in the prior-year period, primarily due to the profit attributable to owners turning from loss to profit. Earnings/(Loss) Per Share (For the six months ended June 30) | Indicator | 2024 (HK cents) | 2023 (HK cents) | Change | | :--- | :--- | :--- | :--- | | Basic Earnings/(Loss) Per Share | 3.471 | (0.356) | Turned from Loss to Profit | | Diluted Earnings/(Loss) Per Share | 3.471 | (0.356) | Turned from Loss to Profit | - Basic earnings per share are calculated based on profit attributable to owners of approximately **HKD 156,509,000** and the weighted average of 4,509,444,590 ordinary shares outstanding[24](index=24&type=chunk) - The exercise of share options was not assumed for diluted earnings calculation as their exercise price exceeded the average market price, and the exercise of convertible bonds would increase earnings per share or reduce loss per share[24](index=24&type=chunk) [Long-term Loan to a Fellow Subsidiary](index=12&type=section&id=Long-term%20Loan%20to%20a%20Fellow%20Subsidiary) The Group provided an unsecured long-term loan of USD 20,000,000 to fellow subsidiary Suntrust at an annual interest rate of 6% for Suntrust to fulfill its loan agreement requirements, generating HKD 4,679,000 in interest income in H1 2024. - The Group provided a **USD 20,000,000** unsecured long-term loan to Suntrust at an annual interest rate of **6%** for Suntrust to fulfill its construction reserve account requirements[25](index=25&type=chunk)[26](index=26&type=chunk) Long-term Loan to a Fellow Subsidiary Related Data | Indicator | June 30, 2024 (approx. HKD thousands) | December 31, 2023 (approx. HKD thousands) | | :--- | :--- | :--- | | Loan Principal Balance | 156,164 | 156,182 | | Interest Receivable Balance | 7,368 | 2,697 | | Interest Income for H1 2024 | 4,679 | – | [Derivative Financial Instruments](index=12&type=section&id=Derivative%20Financial%20Instruments) The Group's derivative financial instruments primarily represent investments in convertible bonds issued by Suntrust, designated as fair value through profit or loss, which generated a fair value gain of HKD 143,635,000 in H1 2024, a significant improvement from a prior-year loss. - Derivative financial instruments refer to investments in convertible bonds issued by Suntrust, designated as fair value through profit or loss[29](index=29&type=chunk)[30](index=30&type=chunk) Fair Value of Derivative Financial Instruments (HKD thousands) | Item | June 30, 2024 | December 31, 2023 | | :--- | :--- | :--- | | 2020 Convertible Bonds | 757,231 | 689,730 | | 2022 Convertible Bonds | 830,436 | 754,302 | | **Total** | **1,587,667** | **1,444,032** | - In H1 2024, derivative financial instruments generated interest income of approximately **HKD 49,088,000** and a fair value gain of approximately **HKD 143,635,000** (compared to a loss of approximately HKD 53,072,000 in H1 2023)[35](index=35&type=chunk)[36](index=36&type=chunk) [Other Receivables](index=14&type=section&id=Other%20Receivables) As of June 30, 2024, total other receivables increased to HKD 69,730,000, primarily due to higher prepayments; the Group assessed expected credit losses for short-term receivables as low, thus no impairment provision was made, except for individually irrecoverable prepayments and other receivables. Other Receivables (HKD thousands) | Item | June 30, 2024 | December 31, 2023 | | :--- | :--- | :--- | | Prepayments | 65,169 | 52,715 | | Other Receivables and Deposits | 4,752 | 3,366 | | Less: Provision | (191) | (191) | | **Total** | **69,730** | **55,890** | - The Group collectively assesses expected credit losses using a provision matrix, and no impairment provision was made for short-term receivables due to their low probability of default; a provision of approximately **HKD 191,000** relates to individually impaired prepayments and other receivables deemed irrecoverable by directors[38](index=38&type=chunk) [Amounts Due from a Fellow Subsidiary / Amounts Due to a Non-controlling Shareholder of a Subsidiary](index=15&type=section&id=Amounts%20Due%20from%20a%20Fellow%20Subsidiary%20%2F%20Amounts%20Due%20to%20a%20Non-controlling%20Shareholder%20of%20a%20Subsidiary) Amounts due from a fellow subsidiary are unsecured and interest-free, primarily comprising interest receivable from derivative financial instruments, while amounts due to a non-controlling shareholder of a subsidiary are also unsecured and interest-free, mainly representing declared but unpaid repayment amounts. - Amounts due from a fellow subsidiary are unsecured and interest-free, primarily comprising interest receivable arising from derivative financial instruments[39](index=39&type=chunk) - Amounts due to a non-controlling shareholder of a subsidiary are unsecured and interest-free, primarily representing declared but unpaid repayment amounts arising from a loan from a non-controlling shareholder of a subsidiary[39](index=39&type=chunk) [Contract Liabilities, Trade and Other Payables](index=15&type=section&id=Contract%20Liabilities%2C%20Trade%20and%20Other%20Payables) As of June 30, 2024, total contract liabilities, trade and other payables increased to HKD 45,573,000, driven by a significant rise in trade payables, while unredeemed gaming chips and loyalty program liabilities slightly decreased. Contract Liabilities, Trade and Other Payables (HKD thousands) | Item | June 30, 2024 | December 31, 2023 | | :--- | :--- | :--- | | Trade Payables | 3,434 | 367 | | Liabilities for VAT Arrangements | 7,100 | 7,255 | | Unredeemed Gaming Chips | 2,192 | 2,495 | | Gaming Tax Payable | 632 | 497 | | Accruals and Other Payables | 32,215 | 25,944 | | **Total** | **45,573** | **36,558** | - Unredeemed gaming chips and loyalty program liabilities are expected to be recognized as revenue or redeemed within one year[41](index=41&type=chunk) [Derivative Financial Instruments / Convertible Bonds](index=16&type=section&id=Derivative%20Financial%20Instruments%20%2F%20Convertible%20Bonds) The company's issued convertible bonds comprise a liability component and a derivative financial instrument (conversion option); the derivative financial instrument is measured at fair value, generating a fair value gain of approximately HKD 835,000 in H1 2024, while the liability component is accounted for at amortized cost with an effective annual interest rate of 7.37%. - Convertible bonds comprise a liability component and a derivative financial instrument (conversion option), with the conversion option classified as a derivative financial instrument due to settlement in a manner other than by the entity's own equity instruments[42](index=42&type=chunk) - In H1 2024, derivative financial instruments generated a fair value gain of approximately **HKD 835,000**, and the imputed interest on the convertible bond liability component was approximately **HKD 746,000**[43](index=43&type=chunk) Convertible Bonds Derivative Financial Instruments Fair Value Estimation Input Data | Input Data | June 30, 2024 | December 31, 2023 | | :--- | :--- | :--- | | Company Share Price (HKD) | 0.02 | 0.05 | | Expected Volatility (%) | 43.01% | 58.63% | | Expected Remaining Term (Years) | 1.38 | 1.88 | | Risk-free Interest Rate (%) | 4.27% | 4.30% | [Financial Guarantee Contracts](index=18&type=section&id=Financial%20Guarantee%20Contracts) The Group provided financial guarantees for Suntrust's bank credit, recognized at fair value, and recorded approximately HKD 44,104,000 in expected credit losses in H1 2024; parent company LET executed a counter-indemnity deed to indemnify the Group for liabilities arising from the Suntrust loan agreement. - The Group's assets are pledged to banks to secure bank credit granted to Suntrust, totaling approximately **HKD 1,751,199,000**[49](index=49&type=chunk) - In H1 2024, expected credit losses of approximately **HKD 44,104,000** were recognized on financial guarantee contracts[50](index=50&type=chunk) - Parent company LET executed a counter-indemnity deed, agreeing to indemnify the Group for all liabilities arising from the Suntrust loan agreement[49](index=49&type=chunk) [Loan from a Non-controlling Shareholder of a Subsidiary](index=18&type=section&id=Loan%20from%20a%20Non-controlling%20Shareholder%20of%20a%20Subsidiary) The non-controlling shareholder of Oriental Regent provided an interest-free, unsecured shareholder loan totaling USD 137,691,000 for the gaming and resort project; the loan has been repeatedly extended and accrues interest at an effective rate, with approximately HKD 901,000 in imputed interest recognized in H1 2024. - The non-controlling shareholder of Oriental Regent provided an interest-free, unsecured shareholder loan totaling **USD 137,691,000** for the Russian gaming and resort project[51](index=51&type=chunk) - The shareholder loan repayment date was extended to July 15, 2023, with automatic three-year renewals, accruing interest at an effective annual rate of **5.76%**[52](index=52&type=chunk) - In H1 2024, imputed interest on the loan from a non-controlling shareholder of a subsidiary of approximately **HKD 901,000** was recognized[53](index=53&type=chunk) [Management Discussion and Analysis](index=20&type=section&id=Management%20Discussion%20and%20Analysis) This section provides an overview of the Group's business operations, financial performance, liquidity, and capital structure, along with future outlook and corporate governance matters. [Business Review](index=20&type=section&id=Business%20Review) The Group primarily operates gaming and hotel businesses through its equity in Oriental Regent, holding development rights in the Russian Primorye Integrated Entertainment Zone; the Russia-Ukraine conflict profoundly impacted tourism, leading the company to pivot to the domestic market, while also experiencing director and company secretary resignations, termination of G1 Entertainment's sale, and efforts to meet HKEX resumption guidance. [Tigre de Cristal](index=20&type=section&id=Tigre%20de%20Cristal) Tigre de Cristal is the Group's first gaming and hotel property in the Russian Primorye Integrated Entertainment Zone, offering a five-star hotel, fine dining, and diverse gaming options, with additional land held for future development. - Tigre de Cristal is the first gaming and hotel property within the Primorye Integrated Entertainment Zone in the Russian Far East, which opened in Q4 2015[55](index=55&type=chunk) - The property offers approximately **36,000 square meters** of gaming and hotel facilities, including a five-star hotel with **121 rooms and suites**, two fine dining restaurants, and three casual bars[56](index=56&type=chunk) [Impact of Russia-Ukraine Conflict and Response](index=21&type=section&id=Impact%20of%20Russia-Ukraine%20Conflict%20and%20Response) The Russia-Ukraine conflict profoundly impacted Russian tourism, causing a significant decline in inbound and outbound travel, with Western travel restrictions and financial sanctions deterring international visitors; Tigre de Cristal is responding by pivoting to the domestic market, renovating restaurants, and redesigning mass-market loyalty programs. - The Russia-Ukraine conflict led to a significant decline in Russian tourism, with Western travel restrictions and financial sanctions severely impacting the availability of services like Visa and Mastercard[57](index=57&type=chunk) - Tigre de Cristal is focusing its strategy on the domestic market, including renovating its fine dining restaurant CASCADE and redesigning mass-market loyalty programs to enhance customer experience[58](index=58&type=chunk) [Resignation of Directors and Company Secretary](index=21&type=section&id=Resignation%20of%20Directors%20and%20Company%20Secretary) Effective January 15, 2024, Mr. Choi Ming Fat resigned as Executive Director and CEO, Mr. Chiu King Yan resigned as Executive Director and Authorized Representative, and Messrs. Lam Kwan Sing, Lau Yau Cheung, and Li Chak Hung resigned as Independent Non-executive Directors; Ms. Mok Ming Wai also resigned as Company Secretary on February 17, 2024, primarily due to their opposition to the proposed disposal of G1 Entertainment. - Mr. Choi Ming Fat resigned as Executive Director and CEO, Mr. Chiu King Yan resigned as Executive Director and Authorized Representative, Messrs. Lam Kwan Sing, Lau Yau Cheung, and Li Chak Hung resigned as Independent Non-executive Directors, and Ms. Mok Ming Wai resigned as Company Secretary[59](index=59&type=chunk)[61](index=61&type=chunk) - The directors' resignations were due to their opposition to the proposed disposal of G1 Entertainment[60](index=60&type=chunk) [Termination of Disposal of G1 Entertainment](index=22&type=section&id=Termination%20of%20Disposal%20of%20G1%20Entertainment) Oriental Regent entered into an agreement with independent third party Limited Liability Company "Dalnevostochnyj Aktiv" for the disposal of the entire issued share capital of G1 Entertainment for USD 116,000,000, but the buyer issued a termination notice on February 19, 2024, seeking to terminate the agreement. - Oriental Regent entered into an agreement with the buyer for the disposal of the entire issued share capital of G1 Entertainment for **USD 116,000,000**, constituting a very substantial disposal[62](index=62&type=chunk) - The buyer issued a termination notice on February 19, 2024, seeking to terminate the agreement[62](index=62&type=chunk) [Resumption Guidance and Continued Suspension of Trading](index=22&type=section&id=Resumption%20Guidance%20and%20Continued%20Suspension%20of%20Trading) The HKEX has issued resumption guidance for the company, including demonstrating management integrity, publishing financial results, and complying with Listing Rules; the company's shares have been suspended from trading since January 11, 2024, and will remain suspended until all resumption guidance is met, with potential delisting if not resumed by July 10, 2025. - The HKEX issued several resumption guidance points, including demonstrating management integrity, publishing financial results, and complying with Listing Rules 3.05, 3.10, 3.10A, 3.21, 3.25, 3.27A, 3.28, and 13.92[63](index=63&type=chunk) - The company's shares have been suspended from trading since **January 11, 2024**, and will remain suspended until all resumption guidance is met[65](index=65&type=chunk) - The HKEX may delist the company if trading is not resumed by **July 10, 2025**[66](index=66&type=chunk) [Use of Proceeds](index=24&type=section&id=Use%20of%20Proceeds) The company raised significant funds through the 2019 placing and rights issue; due to the suspension of Tigre de Cristal Phase II expansion, a portion of the proceeds originally allocated for this project was re-allocated on July 14, 2023, with shareholder approval, for the acquisition of Richer Mighty Limited and Joyful Award Limited, design and planning for future development of a Japan land plot, and general working capital or potential investment opportunities. - The 2019 placing raised net proceeds of approximately **HKD 297,000,000**, and the rights issue raised net proceeds of approximately **HKD 1,618,400,000**[67](index=67&type=chunk) - Due to the suspension of Tigre de Cristal Phase II, the use of approximately **HKD 479,300,000** in proceeds originally intended for this project has been changed[68](index=68&type=chunk) Changes in Use of Proceeds and Unutilized Amounts (HKD millions) | Item | Unutilized Amount as of January 1, 2023 | Approved Change in Use of Proceeds on July 14, 2023 | Unutilized Amount as of December 31, 2023 and June 30, 2024 | Expected Timeline for Utilizing Unutilized Amounts | | :--- | :--- | :--- | :--- | :--- | | Tigre de Cristal Phase II (Original Use) | 486.5 | (479.3) | – | – | | Acquisition of Richer Mighty Limited and Joyful Award Limited | – | 280.0 | – | – | | Design and Planning for Future Development of Land Plot in Japan | – | 125.0 | 125.0 | Before December 31, 2026 | | General Working Capital or Potential Investment Opportunities for the Group | – | 74.3 | – | – | | **Total** | **486.5** | **–** | **125.0** | – | [Outlook](index=26&type=section&id=Outlook) Despite the ongoing Russia-Ukraine conflict, the Group remains committed to adapting to market changes, actively seeking opportunities to support local tourism, and diversifying investments into the fast-growing Philippine gaming market through Suntrust convertible bond subscriptions, aiming to secure existing investments while increasing ownership for capital appreciation. - The Group will actively seek business opportunities to support local tourism and prepare for future recovery[69](index=69&type=chunk) - By subscribing to Suntrust's convertible bonds, the Group is diversifying its investments into the fast-growing Philippine gaming market, aiming to secure existing investments and achieve capital appreciation[69](index=69&type=chunk) [Financial Review](index=26&type=section&id=Financial%20Review) This section provides a detailed review of the company's H1 2024 financial performance, encompassing adjusted EBITDA, operational data across gaming segments, hotel performance, operating expenses, interest income, fair value gains on derivative financial instruments, expected credit losses, depreciation and amortization, finance costs, gaming tax, and income tax expense, ultimately leading to a significant increase in profit attributable to owners. [Tigre de Cristal's Adjusted EBITDA](index=26&type=section&id=Tigre%20de%20Cristal%27s%20Adjusted%20EBITDA) In H1 2024, Tigre de Cristal's adjusted EBITDA grew by 14.6% to HKD 65,300,000, primarily due to increased total revenue from gaming and hotel operations; adjusted EBITDA is management's primary measure of operational performance, excluding corporate expenses and non-cash items. - In H1 2024, the Group recorded an adjusted EBITDA of **HKD 65,300,000**, a **14.6% increase** from HKD 57,000,000 in H1 2023, primarily due to increased total revenue from gaming and hotel operations[70](index=70&type=chunk) - Adjusted EBITDA is management's primary measure of operating performance for gaming and hotel operations, excluding interest, income tax, depreciation and amortization, as well as corporate expenses and non-cash items[70](index=70&type=chunk) Tigre de Cristal Adjusted EBITDA Reconciliation (HKD thousands) | Item | H1 2024 | H1 2023 | | :--- | :--- | :--- | | Total Revenue from Gaming and Hotel Operations | 189,910 | 181,974 | | Total Operating Expenses | (124,977) | (126,089) | | **Tigre de Cristal's Adjusted EBITDA** | **65,260** | **56,971** | | Profit/(Loss) for the Period Attributable to Owners | 156,509 | (16,057) | [Gaming Operations](index=29&type=section&id=Gaming%20Operations) In H1 2024, the Group's total gaming revenue increased by 12.09% to HKD 220,854,000, with strong performance in mass-market operations showing significant growth in both rolling chip turnover and net revenue, while slot machine turnover and net revenue decreased, and VIP operations generated no revenue. Composition of Total Gaming Revenue (HKD thousands) | Business Type | H1 2024 | % of Total Gaming Revenue | H1 2023 | % of Total Gaming Revenue | | :--- | :--- | :--- | :--- | :--- | | VIP Operations | – | 0.0% | (170) | 0.0% | | Mass Market Operations | 138,954 | 63.0% | 101,371 | 51.4% | | Slot Machine Operations | 81,900 | 37.0% | 95,826 | 48.6% | | **Total Gaming Revenue** | **220,854** | **100.0%** | **197,027** | **100.0%** | [VIP Operations](index=29&type=section&id=VIP%20Operations) VIP operations, primarily targeting foreign customers, generated no revenue in Q1 2024; in H1 2023, VIP rolling chip turnover was HKD 7,300,000, with a net loss of HKD 100,000 after rebates. - VIP operations generated no revenue in Q1 2024, primarily targeting foreign customers[75](index=75&type=chunk) VIP Operations Performance Indicators (HKD millions) | Indicator | H1 2024 | H1 2023 | | :--- | :--- | :--- | | VIP Rolling Chip Turnover | – | 7.3 | | Net Loss After Rebates | – | (0.1) | | Gross Loss Rate Percentage | – | (2.33)% | [Mass Market Operations](index=30&type=section&id=Mass%20Market%20Operations) Mass market operations, primarily targeting the local Russian market, showed strong performance in H1 2024, with rolling chip turnover increasing by 39% to HKD 536,000,000 and net gaming revenue growing by 27% to HKD 98,000,000. - Mass market operations primarily target the local Russian market[77](index=77&type=chunk) Mass Market Operations Key Performance Indicators (HKD millions) | Indicator | H1 2024 | H1 2023 | Change Rate | | :--- | :--- | :--- | :--- | | Mass Market Rolling Chip Turnover | 536 | 385 | +39% | | Net Gaming Revenue | 98 | 77 | +27% | | Net Win Rate % | 18.3% | 20.0% | -1.7% | | Average Daily Number of Tables in Operation | 30 | 27 | +11.1% | [Slot Machine Operations](index=30&type=section&id=Slot%20Machine%20Operations) Slot machine operations, primarily targeting the local Russian market, experienced a decrease in both rolling chip turnover and net gaming revenue in H1 2024, falling by 2% and 18% respectively, with the net win rate also declining from 3.7% to 3.1%. - Slot machine operations primarily target the local Russian market[79](index=79&type=chunk) Slot Machine Operations Key Performance Indicators (HKD millions) | Indicator | H1 2024 | H1 2023 | Change Rate | | :--- | :--- | :--- | :--- | | Slot Machine Rolling Chip Turnover | 2,361 | 2,418 | -2% | | Net Gaming Revenue | 74 | 90 | -18% | | Net Win Rate % | 3.1% | 3.7% | -0.6% | | Average Daily Number of Slot Machines in Operation | 318 | 307 | +3.6% | [Hotel Operations](index=31&type=section&id=Hotel%20Operations) In H1 2024, hotel revenue increased by 19% to HKD 17,400,000, primarily driven by improved domestic demand, with both weekend and weekday average hotel occupancy rates significantly increasing. - Hotel revenue increased to **HKD 17,400,000** in H1 2024, a **19% increase** from H1 2023, primarily due to improved domestic demand[81](index=81&type=chunk) Average Hotel Occupancy Rate | Period | H1 2024 | H1 2023 | Change | | :--- | :--- | :--- | :--- | | Weekend Average Occupancy Rate | 78% | 63% | +15% | | Weekday Average Occupancy Rate | 43% | 30% | +13% | [Operating Expenses](index=31&type=section&id=Operating%20Expenses) In H1 2024, Tigre de Cristal's total operating expenses slightly decreased by 0.9% to HKD 125,000,000, reflecting the company's continued strict cost control amidst the Russia-Ukraine conflict. - In H1 2024, Tigre de Cristal's total operating expenses were **HKD 125,000,000**, a **0.9% decrease** from H1 2023, reflecting strict cost control[82](index=82&type=chunk) - Management fees payable to the company are calculated at **3%** of Tigre de Cristal's net total gaming revenue and are eliminated within the consolidated financial statements[82](index=82&type=chunk) [Interest Income](index=31&type=section&id=Interest%20Income) In H1 2024, the Group's total interest income increased, primarily due to significant growth in bank interest income (driven by higher key interest rates from Russian banks) and new interest income from long-term loans to Suntrust, despite a slight decrease in interest income from derivative financial instruments. Composition of Interest Income (HKD thousands) | Item | H1 2024 | H1 2023 | Change (HKD thousands) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Interest Income from Derivative Financial Instruments | 49,100 | 51,200 | (2,100) | -4.10% | | Bank Interest Income | 15,000 | 10,900 | 4,100 | +37.61% | | Interest Income from Long-term Loan to Suntrust | 4,700 | – | 4,700 | N/A | - The Russian bank increased its key interest rate from **7.5%** in H1 2023 to **16%** in H1 2024, leading to an increase in bank interest income[83](index=83&type=chunk) [Fair Value Gain on Derivative Financial Instruments](index=32&type=section&id=Fair%20Value%20Gain%20on%20Derivative%20Financial%20Instruments) In H1 2024, the company recorded a net fair value gain of HKD 143,600,000 on derivative financial instruments, a significant improvement from a loss of HKD 53,100,000 in the prior-year period; fair value is determined by an independent professional valuer using a discounted cash flow model, with the discount rate as a key input parameter. - In H1 2024, the company recorded a net fair value gain on derivative financial instruments of **HKD 143,600,000**, compared to a loss of approximately HKD 53,100,000 in H1 2023[84](index=84&type=chunk) - Fair value is determined by an independent professional valuer using a discounted cash flow model, with the discount rate being a key input parameter[84](index=84&type=chunk) [Expected Credit Loss on Financial Guarantee Contracts](index=32&type=section&id=Expected%20Credit%20Loss%20on%20Financial%20Guarantee%20Contracts) The Group provided financial guarantees for Suntrust's bank credit and recognized approximately HKD 44,100,000 in expected credit losses in H1 2024; parent company LET executed a counter-indemnity deed to protect the Group. - In H1 2024, expected credit losses of approximately **HKD 44,100,000** were recognized on financial guarantee contracts[86](index=86&type=chunk) - The Group's assets are pledged to banks to secure bank credit granted to Suntrust, totaling approximately **HKD 1,751,100,000**[85](index=85&type=chunk) - Parent company LET executed a counter-indemnity deed, agreeing to indemnify the Group for all liabilities arising from the Suntrust loan agreement[86](index=86&type=chunk) [Depreciation and Amortization](index=33&type=section&id=Depreciation%20and%20Amortization) In H1 2024, depreciation and amortization expenses decreased by 28% to approximately HKD 28,600,000, primarily due to an impairment loss of approximately HKD 483,100,000 recognized on property, operating rights, and equipment in 2023. - Depreciation and amortization expenses decreased by **28%** from approximately HKD 39,800,000 in H1 2023 to approximately **HKD 28,600,000** in H1 2024[87](index=87&type=chunk) - The decrease was primarily due to an impairment loss of approximately **HKD 483,100,000** recognized on property, operating rights, and equipment in 2023[87](index=87&type=chunk) [Finance Costs](index=33&type=section&id=Finance%20Costs) The Group's finance costs decreased in H1 2024, primarily due to a reduction in non-cash imputed interest on the Oriental Regent non-controlling shareholder loan, attributed to partial loan repayment in 2023. - The decrease in finance costs was primarily due to a reduction in non-cash imputed interest on the Oriental Regent non-controlling shareholder loan, attributed to partial loan repayment in 2023[88](index=88&type=chunk) - The Group had no outstanding bank borrowings in both H1 2024 and H1 2023[88](index=88&type=chunk) [Gaming Tax](index=33&type=section&id=Gaming%20Tax) Gaming tax in the Russian Federation is levied as a fixed monthly amount per operating gaming table and slot machine, rather than a percentage of gaming revenue; in response to the pandemic and Russia-Ukraine conflict, the Primorye regional government implemented gaming tax relief measures in 2023. - Gaming tax in the Russian Federation is levied as a fixed monthly amount per operating gaming table and slot machine, rather than a percentage of gaming revenue[89](index=89&type=chunk) - From January to June 2023, gaming tax rates were temporarily reduced to **RUB 85,000** per gaming table and **RUB 5,500** per slot machine; from July to December, they increased to **RUB 105,000** per gaming table and **RUB 6,500** per slot machine[90](index=90&type=chunk) [Income Tax Expense](index=33&type=section&id=Income%20Tax%20Expense) The Group had no taxable profits in both H1 2024 and H1 2023, thus no tax provisions were made for Hong Kong and Japan; G1 Entertainment's gaming operation profits are exempt from Russian corporate tax, but non-gaming revenue is subject to a 20% Russian corporate tax rate. - The Group had no taxable profits in both H1 2024 and H1 2023, thus no tax provisions were made for Hong Kong and Japan[91](index=91&type=chunk) - G1 Entertainment's gaming operation profits are exempt from Russian corporate tax, but non-gaming revenue is subject to a **20%** Russian corporate tax rate[92](index=92&type=chunk) [Profit/(Loss) Attributable to Owners of the Company](index=34&type=section&id=Profit%2F%28Loss%29%20Attributable%20to%20Owners%20of%20the%20Company) In H1 2024, profit attributable to owners of the company was approximately HKD 156,500,000, representing a significant turnaround from a loss of HKD 16,100,000 in H1 2023. - Profit attributable to owners of the company was approximately **HKD 156,500,000** in H1 2024, compared to a loss of HKD 16,100,000 in H1 2023[93](index=93&type=chunk) [Liquidity, Financial Resources and Capital Structure](index=34&type=section&id=Liquidity%2C%20Financial%20Resources%20and%20Capital%20Structure) The Group maintains a robust financial position, with equity attributable to owners of HKD 2,583,800,000 as of June 30, 2024; net current assets and the current ratio improved, and cash and cash equivalents are ample, primarily denominated in Rubles and USD, with operations and growth primarily supported by operating cash flow and equity financing. - Equity attributable to owners of the company was **HKD 2,583,800,000** as of June 30, 2024, indicating a strong financial position[94](index=94&type=chunk) Liquidity Indicators | Indicator | June 30, 2024 | December 31, 2023 | Change | | :--- | :--- | :--- | :--- | | Net Current Assets | HKD 235,800,000 | HKD 171,800,000 | +37.25% | | Current Ratio | 1.5 | 1.4 | +0.1 | | Cash and Cash Equivalents | HKD 404,600,000 | HKD 339,500,000 | +19.18% | - Of cash and cash equivalents, **83%** were denominated in Rubles, **14%** in USD, **1%** in HKD, and **2%** in RMB[96](index=96&type=chunk) Cash Flow Summary (HKD thousands) | Item | H1 2024 | H1 2023 | | :--- | :--- | :--- | | Net Cash from Operating Activities | 48,681 | 35,065 | | Net Cash from Investing Activities | 4,902 | 565 | | Net Cash Used in Financing Activities | (2,092) | (62,566) | | Net Increase/(Decrease) in Cash and Cash Equivalents | 51,491 | (26,936) | [Pledged Assets](index=35&type=section&id=Pledged%20Assets) As of June 30, 2024, and December 31, 2023, the Group's long-term loan to a fellow subsidiary and derivative financial instruments were pledged or encumbered. - The Group's long-term loan to a fellow subsidiary and derivative financial instruments are pledged or encumbered[99](index=99&type=chunk) [Exchange Rate Risk](index=36&type=section&id=Exchange%20Rate%20Risk) The company's functional currency is HKD, and consolidated financial statements are presented in HKD; the risk of Ruble exchange rate fluctuations on the Group's results is significantly mitigated by operating costs being denominated in the same currency, creating a natural hedge. - The company's functional currency is HKD, and consolidated financial statements are presented in HKD; the risk of Ruble exchange rate fluctuations on the Group's results is significantly reduced as operating costs are denominated in the same currency[100](index=100&type=chunk) [Capital Commitments](index=36&type=section&id=Capital%20Commitments) As of June 30, 2024, the Group's capital commitments for Tigre de Cristal maintenance, decoration, and renovation works were approximately HKD 2,714,000, a significant increase from December 31, 2023. Capital Commitments (HKD thousands) | Item | June 30, 2024 | December 31, 2023 | Change (HKD thousands) | | :--- | :--- | :--- | :--- | | Tigre de Cristal Maintenance, Decoration and Renovation Works | 2,714 | 392 | +592.3% | [Contingent Liabilities](index=36&type=section&id=Contingent%20Liabilities) As of June 30, 2024, and December 31, 2023, the Group had no contingent liabilities. - As of June 30, 2024, and December 31, 2023, the Group had no contingent liabilities[102](index=102&type=chunk) [Employees](index=36&type=section&id=Employees) As of June 30, 2024, the Group had 941 employees, with over 97% being Russian citizens; the company provides remuneration, training programs, provident fund contributions, medical insurance, and a share option scheme. Number of Employees | Date | Total Employees | | :--- | :--- | | June 30, 2024 | 941 | | December 31, 2023 | 971 | - Over **97%** of full-time employees are Russian citizens; the company provides remuneration and benefits, training programs, provident fund contributions, medical insurance, and a share option scheme[103](index=103&type=chunk) [Anti-Money Laundering Policy](index=37&type=section&id=Anti-Money%20Laundering%20Policy) The Russian gaming industry is strictly regulated by anti-money laundering and counter-terrorist financing laws; Tigre de Cristal must implement various AML procedures, including mandatory scrutiny of large winnings and reporting to the Russian Federal Financial Monitoring Service, and has adopted its own AML policy and internal control systems. - The Russian gaming industry is strictly regulated by anti-money laundering and counter-terrorist financing laws, with a legal framework largely consistent with international standards[104](index=104&type=chunk) - Tigre de Cristal must conduct mandatory scrutiny of winnings exceeding **RUB 600,000** (approximately **HKD 55,000**) and submit reports to the Russian Federal Financial Monitoring Service[105](index=105&type=chunk) - Tigre de Cristal has adopted its own anti-money laundering and counter-terrorist financing policies and key elements, including internal control systems, dedicated officer oversight, customer identification and screening, and reporting of unusual transactions[105](index=105&type=chunk) [Corporate Governance](index=38&type=section&id=Corporate%20Governance) This section addresses the company's compliance with corporate governance codes and Listing Rules, including board composition, securities dealing, and interim results review. [Non-compliance with Listing Rules Requirements](index=38&type=section&id=Non-compliance%20with%20Listing%20Rules%20Requirements) In H1 2024, the company failed to fully comply with several Corporate Governance Code and Listing Rules requirements, including the unseparated roles of Chairman and CEO, insufficient independent non-executive directors, vacancies on audit/remuneration/nomination committees, and vacant authorized representative and company secretary positions; these non-compliances were rectified by new appointments and committee restructuring on March 11, 2025. [Chairman and Chief Executive Officer](index=38&type=section&id=Chairman%20and%20Chief%20Executive%20Officer) Following the resignation of former CEO Mr. Choi, the company did not appoint a separate individual to fill the CEO vacancy, with the role and functions performed by an executive director, thus failing to comply with Corporate Governance Code Provision C.2.1. - Following the resignation of former CEO Mr. Choi, the company did not appoint a separate individual to fill the CEO vacancy, with the role and functions performed by an executive director, thus failing to comply with Corporate Governance Code Provision C.2.1[106](index=106&type=chunk) [Independent Non-executive Directors](index=38&type=section&id=Independent%20Non-executive%20Directors) Following the resignations of Messrs. Lam, Lau, and Li, the company's number of independent non-executive directors fell below the minimum Listing Rules requirement, resulting in vacancies on the audit, remuneration, and nomination committees; these issues were rectified by new appointments and committee restructuring on March 11, 2025. - The number of independent non-executive directors fell below the requirement of Listing Rule 3.10(1) and failed to maintain at least one-third of the board members[107](index=107&type=chunk) - Vacancies existed on the Audit Committee, Remuneration Committee, and Nomination Committee, failing to meet Listing Rules requirements for committee composition and chairpersons[107](index=107&type=chunk) - The aforementioned Listing Rules were complied with on **March 11, 2025**, through the appointment of Ms. Ng Sin Kwan, re-appointment of Messrs. Lau and Li as independent non-executive directors, and committee restructuring[108](index=108&type=chunk) [Authorized Representatives](index=39&type=section&id=Authorized%20Representatives) Following Mr. Chiu's resignation as authorized representative, the company failed to meet the Listing Rule 3.05 requirement for two authorized representatives in H1 2024; this was rectified by the appointment of Ms. Mak Sin Man as authorized representative on March 11, 2025. - Following Mr. Chiu's resignation as authorized representative, the company failed to meet the Listing Rule 3.05 requirement for two authorized representatives[109](index=109&type=chunk) - The aforementioned Listing Rule was re-complied with on **March 11, 2025**, through the appointment of Ms. Mak Sin Man as authorized representative[109](index=109&type=chunk) [Company Secretary](index=39&type=section&id=Company%20Secretary) Following Ms. Mok's resignation as Company Secretary, the company failed to comply with Listing Rule 3.28; this was rectified by the appointment of Ms. Mak Sin Man as Company Secretary on March 11, 2025. - Following Ms. Mok's resignation as Company Secretary, the company failed to comply with Listing Rule 3.28[110](index=110&type=chunk) - The aforementioned Listing Rule was complied with on **March 11, 2025**, through the appointment of Ms. Mak Sin Man as the company's Company Secretary[110](index=110&type=chunk) [Standard Code for Securities Transactions by Directors and Employees](index=40&type=section&id=Standard%20Code%20for%20Securities%20Transactions%20by%20Directors%20and%20Employees) The company has adopted a code for securities transactions no less exacting than the Listing Rules' Model Code, and all directors have confirmed their compliance with this code during H1 2024. - The company has adopted a code for securities transactions no less exacting than the Listing Rules' Model Code[111](index=111&type=chunk) - All directors have confirmed their compliance with the Model Code and the code for securities transactions during H1 2024[111](index=111&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=40&type=section&id=Purchase%2C%20Sale%20or%20Redemption%20of%20the%20Company%27s%20Listed%20Securities) For the six months ended June 30, 2024, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities, and the company held no treasury shares. - For the six months ended June 30, 2024, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities[112](index=112&type=chunk) - As of June 30, 2024, the company held no treasury shares[112](index=112&type=chunk) [Review of Interim Results](index=40&type=section&id=Review%20of%20Interim%20Results) The Group's unaudited interim results for the six months ended June 30, 2024, have been reviewed by the company's Audit Committee in accordance with relevant standards issued by the HKICPA. - The Group's unaudited interim results for the six months ended June 30, 2024, have been reviewed by the company's Audit Committee in accordance with Hong Kong Standard on Review Engagements 2410 issued by the HKICPA[113](index=113&type=chunk) [Board of Directors](index=40&type=section&id=Board%20of%20Directors) As of the announcement date, the company's Board of Directors comprises Executive Directors Mr. Lo Yan Yee (Chairman) and Mr. Lam Hung Tuan, Non-executive Director Mr. Tsang Hing Kit, and Independent Non-executive Directors Mr. Lau Yau Cheung, Mr. Li Chak Hung, and Ms. Ng Sin Kwan. - The Board of Directors includes Executive Directors Mr. Lo Yan Yee (Chairman) and Mr. Lam Hung Tuan; Non-executive Director Mr. Tsang Hing Kit; and Independent Non-executive Directors Mr. Lau Yau Cheung, Mr. Li Chak Hung, and Ms. Ng Sin Kwan[114](index=114&type=chunk) [Other Information](index=41&type=section&id=Other%20Information) This section provides information regarding the continued suspension of trading of the company's shares. [Continued Suspension of Trading](index=41&type=section&id=Continued%20Suspension%20of%20Trading) The company's shares have been suspended from trading on the Stock Exchange since 9:00 a.m. on January 11, 2024, and will remain suspended until the company meets all resumption guidance, remedies the issues leading to its suspension, and fully complies with the Listing Rules to the satisfaction of the Stock Exchange. - Trading in the shares has been temporarily suspended on the Stock Exchange since **9:00 a.m. on January 11, 2024**, and will remain suspended[115](index=115&type=chunk) - The suspension will continue until the company meets all resumption guidance, remedies the issues leading to its suspension, and fully complies with the Listing Rules to the satisfaction of the Stock Exchange[115](index=115&type=chunk)

[Annual Performance Summary](index=1&type=section&id=Annual%20Performance%20Summary) The company achieved a significant financial turnaround in FY2024, reporting a profit of HKD 229.2 million from a previous loss, driven by revenue growth and reduced impairment losses [Key Financial Performance](index=1&type=section&id=Key%20Financial%20Performance) Kaisheng Holdings Limited's FY2024 performance significantly improved, with total revenue increasing by 12% to HKD 414.5 million, and a turnaround from a loss of HKD 740 million in 2023 to a profit of HKD 229.2 million Summary of Key Financial Data for FY2024 | Indicator | 2024 (HKD million) | 2023 (HKD million) | Year-on-year Change (%) | | :--- | :--- | :--- | :--- | | Total Revenue | 414.5 | 369.1 | +12% | | Adjusted EBITDA | 162.5 | 131.5 | +23.6% | | Profit/(Loss) Attributable to Owners of the Company | 229.2 | (740.0) | Turnaround from loss to profit | - Key drivers for the 2024 profit include: (i) unrecognised impairment losses on property, operating rights, and equipment (HKD 483.1 million in 2023); (ii) fair value gains on derivative financial instruments of approximately **HKD 144.5 million** (loss of HKD 169 million in 2023); and (iii) expected credit losses on financial guarantee contracts of approximately **HKD 44.1 million** (HKD 304.8 million in 2023)[3](index=3&type=chunk) [Consolidated Financial Statements](index=2&type=section&id=Consolidated%20Financial%20Statements) The consolidated financial statements reflect a strong improvement in profitability and financial position, with a shift from loss to profit and increased net assets [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=2&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) In FY2024, the company achieved a profit before tax of HKD 253 million, a significant improvement from a loss of HKD 844 million in 2023 Consolidated Statement of Profit or Loss and Other Comprehensive Income (Extract) | Indicator | 2024 (HKD thousand) | 2023 (HKD thousand) | | :--- | :--- | :--- | | Revenue from gaming and hotel operations | 414,505 | 369,127 | | Other income | 144,286 | 125,681 | | Other gains and losses | (124,557) | (818,453) | | Fair value gains/(losses) on derivative financial instruments | 144,470 | (169,022) | | Finance costs | (4,474) | (7,822) | | Profit/(Loss) before tax | 253,035 | (844,232) | | Income tax expense | (4,066) | (195) | | Profit/(Loss) for the year | 248,969 | (844,427) | | Profit/(Loss) attributable to owners of the Company | 229,232 | (739,964) | | Basic earnings/(loss) per share | HKD 5.08 cents | HKD (16.41) cents | [Consolidated Statement of Financial Position](index=4&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of December 31, 2024, the company's total assets less current liabilities increased to HKD 2.87 billion, and net assets increased to HKD 2.858 billion Consolidated Statement of Financial Position (Extract) | Indicator | 2024 (HKD thousand) | 2023 (HKD thousand) | | :--- | :--- | :--- | | **NON-CURRENT ASSETS** | | | | Property, operating rights and equipment | 815,563 | 885,524 | | Derivative financial instruments | 1,587,667 | 1,444,032 | | Total non-current assets | 2,583,780 | 2,497,489 | | **CURRENT ASSETS** | | | | Bank balances and cash | 444,947 | 339,466 | | Total current assets | 783,453 | 589,490 | | **CURRENT LIABILITIES** | | | | Financial guarantee contracts | 348,938 | 304,834 | | Total current liabilities | 496,593 | 417,720 | | Net current assets | 286,860 | 171,770 | | Net assets | 2,858,224 | 2,622,285 | | Equity attributable to owners of the Company | 2,657,718 | 2,438,317 | [Notes to the Consolidated Financial Statements](index=6&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) Detailed notes to the financial statements provide insights into the company's operations, financial instruments, and significant events affecting its performance and position [General Information and Business Overview](index=6&type=section&id=1.%20General%20Information) Kaisheng Holdings Limited is an investment holding company incorporated in Bermuda, primarily operating hotel and gaming businesses in the Primorye region of the Russian Federation - The company is an investment holding company, primarily engaged in hotel and gaming operations in the Primorye region of the Russian Federation[8](index=8&type=chunk) - The company's ultimate controlling party is Major Success Group Limited, controlled by Mr. Lo Yan Yee[8](index=8&type=chunk) [Segment Information](index=7&type=section&id=4.%20Segment%20Information) The company operates only one operating and reportable segment, namely the gaming and hotel business, with all revenue derived from customers in the Russian Federation - The Group operates only one operating and reportable segment: gaming and hotel business[13](index=13&type=chunk) - All revenue and substantially all non-current assets (excluding Japan land, loans to fellow subsidiaries, and derivative financial instruments) are located in the Russian Federation[13](index=13&type=chunk) [Revenue from Gaming and Hotel Operations](index=7&type=section&id=5.%20Revenue%20from%20Gaming%20and%20Hotel%20Operations) Total revenue from gaming and hotel operations in 2024 was HKD 414.5 million, a 12.3% year-on-year increase Revenue from Gaming and Hotel Operations | Revenue Source | 2024 (HKD thousand) | 2023 (HKD thousand) | | :--- | :--- | :--- | | Gaming operations | 377,069 | 335,688 | | Hotel operations | 37,436 | 33,439 | | **Total Revenue** | **414,505** | **369,127** | - Gaming revenue refers to the gross net difference of gaming wins and losses, after deducting commissions rebated to customers[14](index=14&type=chunk) [Other Income and Expenses](index=8&type=section&id=6.%20Other%20Income) Other income increased to HKD 144.3 million in 2024, primarily from interest income on derivative financial instruments, bank interest income, and interest income on long-term loans to fellow subsidiaries Sources of Other Income | Other Income Source | 2024 (HKD thousand) | 2023 (HKD thousand) | | :--- | :--- | :--- | | Interest income from derivative financial instruments | 97,725 | 101,543 | | Bank interest income | 35,560 | 18,232 | | Interest income from long-term loans to fellow subsidiaries | 9,388 | 2,697 | | **Total Other Income** | **144,286** | **125,681** | Other Gains and Losses | Other Gains and Losses | 2024 (HKD thousand) | 2023 (HKD thousand) | | :--- | :--- | :--- | | Net exchange losses | (80,427) | (39,064) | | Expected credit losses on financial guarantee contracts | (44,104) | (304,834) | | Impairment losses on property, operating rights and equipment | – | (483,107) | Key Other Expenses | Key Other Expenses | 2024 (HKD thousand) | 2023 (HKD thousand) | | :--- | :--- | :--- | | Bank charges | 19,126 | 12,250 | | Security expenses | 10,836 | 11,766 | | Repair and maintenance expenses | 9,468 | 11,006 | | Legal and professional fees | 6,065 | 7,134 | | **Total Other Expenses** | **98,183** | **105,004** | [Derivative Financial Instruments](index=12&type=section&id=15.%20Derivative%20Financial%20Instruments) The company's derivative financial instruments primarily refer to investments in convertible bonds issued by Suntrust, whose fair value increased to HKD 1.5877 billion in 2024 Fair Value of Derivative Financial Instruments | Derivative Financial Instrument Type | 2024 (HKD thousand) | 2023 (HKD thousand) | | :--- | :--- | :--- | | 2020 Convertible Bonds | 757,231 | 689,730 | | 2022 Convertible Bonds | 830,436 | 754,302 | | **Total** | **1,587,667** | **1,444,032** | - The fair value of derivative financial instruments is determined by an independent professional valuer using the discounted cash flow method, with fair value gains of approximately **HKD 143.6 million** recorded in 2024 (2023: loss of approximately HKD 167 million)[34](index=34&type=chunk)[35](index=35&type=chunk) - The discount rates for derivative financial instruments in 2024 (16.03% for 2020 convertible bonds and 15.93% for 2022 convertible bonds) decreased compared to 2023[36](index=36&type=chunk) [Financial Guarantee Contracts](index=18&type=section&id=20.%20Financial%20Guarantee%20Contracts) Expected credit losses on financial guarantee contracts provided by the company for Suntrust significantly decreased to HKD 44.1 million in 2024, compared to HKD 304.8 million in 2023 - Expected credit losses on financial guarantee contracts in 2024 were **HKD 44.1 million**, a significant reduction from **HKD 304.8 million** in 2023[48](index=48&type=chunk) - The Group's assets (including long-term loans and derivative financial instruments) have been pledged to banks to secure bank credit granted to Suntrust, with a total carrying amount of approximately **HKD 1.755 billion** (2023: HKD 1.603 billion)[47](index=47&type=chunk) - LET has signed a counter-indemnity deed, agreeing to fully indemnify the Group for liabilities arising from the Suntrust loan agreement[48](index=48&type=chunk) [Events After Reporting Period](index=19&type=section&id=22.%20Events%20After%20Reporting%20Period) Subsequent to the reporting period, the Group entered into a subscription agreement with Suntrust, conditionally agreeing to subscribe in tranches for zero-coupon convertible bonds with a maximum principal amount of HKD 1.17 billion - On April 16, 2025, the Group entered into a subscription agreement with Suntrust, conditionally agreeing to subscribe in tranches for zero-coupon convertible bonds with a maximum principal amount of **HKD 1.17 billion**[52](index=52&type=chunk) - This transaction aims to safeguard existing investments and increase ownership for capital appreciation, subject to the fulfillment of certain preconditions[52](index=52&type=chunk)[69](index=69&type=chunk) [Business Review and Outlook](index=20&type=section&id=Business%20Review%20and%20Outlook) This section reviews the company's core operations, the impact of external conflicts, management changes, and outlines strategic plans for future growth and market diversification [Company Profile and Principal Activities](index=20&type=section&id=Business%20Review) The Group operates gaming and hotel businesses in the Primorye Integrated Entertainment Zone of the Russian Federation through its 77.5% equity interest in Oriental Regent, with its core asset being Tigre de Cristal - The Group conducts gaming and hotel businesses through its **77.5%** equity interest in Oriental Regent and receives a **3%** management fee on G1 Entertainment's net gross gaming revenue[53](index=53&type=chunk) - G1 Entertainment holds an indefinite gaming license and development rights for three land plots in the Primorye Integrated Entertainment Zone, with Tigre de Cristal being the first gaming and hotel property[54](index=54&type=chunk) - Tigre de Cristal offers approximately **36,000 square meters** of gaming and hotel facilities, including a five-star hotel, fine dining restaurants, and casual bars[56](index=56&type=chunk) [Impact of Russia-Ukraine Conflict and Response](index=20&type=section&id=Russia-Ukraine%20Conflict) The Russia-Ukraine conflict has profoundly impacted Russian tourism, leading to a significant decline in inbound and outbound travel, while Western sanctions have restricted services like Visa and Mastercard, making international payments difficult for foreign visitors - The Russia-Ukraine conflict led to a significant decline in Russian tourism, with Western sanctions restricting services like Visa and Mastercard, causing payment difficulties for foreign visitors[55](index=55&type=chunk)[57](index=57&type=chunk) - Tigre de Cristal strategically shifted its focus to the domestic market, adapting to market changes and enhancing customer experience by renovating its fine dining restaurant CASCADE and redesigning mass market loyalty programs[57](index=57&type=chunk) [Management Changes and Termination of G1 Entertainment Sale](index=21&type=section&id=Directors'%20Resignations) Effective January 15, 2024, several company directors (including executive directors, CEO, authorized representatives, and independent non-executive directors) resigned due to disagreements over the proposed sale of G1 Entertainment - On January 15, 2024, Mr. Choi Ming Fai resigned as Executive Director and Chief Executive Officer, Mr. Chiu King Yan resigned as Executive Director and Authorised Representative, and Mr. Lam Kwan Sing, Mr. Lau Yau Shing, and Mr. Li Chak Hung resigned as Independent Non-executive Directors[58](index=58&type=chunk)[59](index=59&type=chunk) - The directors' resignations were due to opposition to the proposed sale of G1 Entertainment[58](index=58&type=chunk) - Ms. Mok Ming Wai, the Company Secretary, resigned on February 17, 2024[60](index=60&type=chunk) - The original agreement to sell G1 Entertainment for **USD 116 million** was terminated by the buyer on February 19, 2024[61](index=61&type=chunk) [Resumption Guidance and Suspension Status](index=22&type=section&id=Resumption%20Guidance%20and%20Continued%20Suspension) The company's shares have been suspended from trading since January 11, 2024, and the SFC ordered continued suspension on February 14 - The company's shares have been suspended from trading since January 11, 2024, and the SFC ordered continued suspension on February 14, 2024[64](index=64&type=chunk)[122](index=122&type=chunk) - The HKEX has issued resumption guidance, requiring the company to demonstrate management integrity, publish financial results, comply with Listing Rules (including board composition, authorized representatives, company secretary, etc.), disclose material information, and demonstrate its ability to continue listing[62](index=62&type=chunk) - If the company fails to resume share trading by July 10, 2025 (the 18-month deadline), the Listing Division will recommend delisting its shares[65](index=65&type=chunk) [Use of Proceeds](index=24&type=section&id=Use%20of%20Proceeds) The company has changed the use of proceeds from the 2019 placing and rights issue, reallocating funds originally intended for Tigre de Cristal Phase II construction - The net proceeds of **HKD 479.3 million** from the 2019 placing and rights issue, originally intended for the construction of Tigre de Cristal Phase II, have been reallocated[67](index=67&type=chunk) - The revised uses include: **HKD 280 million** for the acquisition of Dachen Limited and Joyful Award Limited; **HKD 125 million** for the design, planning, and funding of future development of the Japan land plot (expected to be used by December 31, 2026); and the remaining **HKD 74.3 million** for general working capital or potential investment opportunities[68](index=68&type=chunk) Use of Proceeds and Unutilized Amounts | Funding Source | Original Use (HKD million) | Revised Use (HKD million) | Unutilized Amount as of Dec 31, 2024 (HKD million) | | :--- | :--- | :--- | :--- | | 2019 Placing | Tigre de Cristal Phase II (292.9) | Revolving Loan (292.9) -> Terminated | 0 | | Rights Issue | Tigre de Cristal Phase II (186.4) | Revolving Loan (186.4) -> Terminated | 0 | | Rights Issue (New) | - | Acquisition of Dachen and Joyful Award (280.0) | 0 | | Rights Issue (New) | - | Future development of Japan land plot (125.0) | 125.0 | | Rights Issue (New) | - | General working capital/potential investments (74.3) | 0 | | **Total** | **486.5** | **479.3 (Revised)** | **125.0** | [Outlook](index=26&type=section&id=Outlook) Despite the ongoing Russia-Ukraine conflict, the company is committed to supporting local tourism and preparing for future recovery - The company will actively seek business opportunities to support local tourism and prepare for future recovery[69](index=69&type=chunk) - By subscribing to Suntrust's convertible bonds, the company diversifies into the Philippine gaming market and plans to increase ownership for capital appreciation[69](index=69&type=chunk) [Financial Review](index=26&type=section&id=Financial%20Review) A detailed financial review highlights the drivers of improved EBITDA, gaming and hotel revenue, and changes in expenses, interest income, and financial instrument valuations [Tigre de Cristal Adjusted EBITDA](index=26&type=section&id=Tigre%20de%20Cristal%20Adjusted%20EBITDA) Tigre de Cristal's adjusted EBITDA increased to HKD 162.5 million in 2024, a 23.6% increase from HKD 131.5 million in 2023, primarily driven by revenue growth Tigre de Cristal Adjusted EBITDA | Indicator | 2024 (HKD thousand) | 2023 (HKD thousand) | | :--- | :--- | :--- | | Total revenue from gaming and hotel operations | 414,505 | 369,127 | | Total operating expenses | (253,587) | (240,791) | | Tigre de Cristal's Adjusted EBITDA | 162,531 | 131,545 | - The improvement in adjusted EBITDA was primarily due to a **HKD 45.4 million** increase in revenue in 2024, representing a **12.3%** year-on-year growth[70](index=70&type=chunk) [Gaming Operations](index=29&type=section&id=Gaming%20Operations) Total gaming revenue increased by 18% year-on-year to HKD 482.6 million in 2024, primarily driven by the mass market segment Total Gaming Revenue by Business Type | Gaming Business Type | 2024 (HKD thousand) | Share (%) | 2023 (HKD thousand) | Share (%) | | :--- | :--- | :--- | :--- | :--- | | VIP Gaming Operations | – | 0.0% | (198) | 0.0% | | Mass Market Operations | 307,762 | 63.8% | 231,217 | 56.7% | | Slot Machine Operations | 174,873 | 36.2% | 176,943 | 43.3% | | **Total Gross Gaming Revenue** | **482,635** | **100.0%** | **407,962** | **100.0%** | [VIP Gaming Operations](index=29&type=section&id=VIP%20Gaming%20Operations) VIP gaming operations generated no revenue in 2024, primarily because they previously targeted foreign customers, and international travel is currently restricted - VIP gaming operations generated no revenue in 2024, with a turnover of **HKD 9.8 million** and a net loss of **HKD 0.1 million** in 2023[74](index=74&type=chunk)[75](index=75&type=chunk) - VIP gaming operations historically targeted foreign customers and were significantly impacted by the Russia-Ukraine conflict[74](index=74&type=chunk) [Mass Market Operations](index=30&type=section&id=Mass%20Market%20Operations) Mass market operations primarily target the local Russian market, with turnover increasing by 26% to HKD 1.193 billion in 2024 Key Performance Indicators for Mass Market Operations | Indicator | 2024 (HKD million) | 2023 (HKD million) | Year-on-year Change (%) | | :--- | :--- | :--- | :--- | | Mass Market Gaming Turnover | 1,193 | 908 | +26% | | Net Gaming Revenue | 217 | 172 | +26% | | Net Win Rate % | 18.2% | 18.9% | -0.7pp | | Average Daily Tables | 30 | 27 | +3 | - Mass market operations primarily target the local Russian market[76](index=76&type=chunk) [Slot Machine Operations](index=30&type=section&id=Slot%20Machine%20Operations) Slot machine operations primarily target the local Russian market, with turnover increasing by 4% to HKD 4.836 billion in 2024, but net gaming revenue decreased by 5% Key Performance Indicators for Slot Machine Operations | Indicator | 2024 (HKD million) | 2023 (HKD million) | Year-on-year Change (%) | | :--- | :--- | :--- | :--- | | Slot Machine Gaming Turnover | 4,836 | 4,651 | +4% | | Net Gaming Revenue | 160 | 164 | -5% | | Net Win Rate % | 3.3% | 3.6% | -0.3pp | | Average Daily Slot Machines | 319 | 307 | +12 | - Slot machine operations primarily target the local Russian market[78](index=78&type=chunk) [Hotel Operations](index=31&type=section&id=Hotel%20Operations) Hotel revenue increased by 12% to HKD 37.4 million in 2024, primarily due to improved domestic demand, with both weekend and weekday average occupancy rates increasing - Hotel revenue (including F&B income) increased by **12%** to **HKD 37.4 million** in 2024, primarily due to improved domestic demand[80](index=80&type=chunk) - Average weekend hotel occupancy rate increased to **74%** in 2024 (2023: 73%), and average weekday occupancy rate increased to **44%** (2023: 42%)[80](index=80&type=chunk) [Operating Expense Analysis](index=31&type=section&id=Operating%20Expenses) Tigre de Cristal's total operating expenses were HKD 253.6 million in 2024, a 5.3% increase from 2023, with the company maintaining strict cost control - Total operating expenses incurred by Tigre de Cristal in 2024 were **HKD 253.6 million**, a **5.3%** increase from **HKD 240.8 million** in 2023[81](index=81&type=chunk) - The company continues to maintain strict cost control[81](index=81&type=chunk) [Interest Income Analysis](index=31&type=section&id=Interest%20Income) In 2024, interest income from derivative financial instruments was HKD 97.7 million, and bank interest income significantly grew by 96% to HKD 35.6 million, primarily influenced by the Russian Central Bank's increase in key interest rates Sources of Interest Income | Interest Income Source | 2024 (HKD million) | 2023 (HKD million) | Year-on-year Change (%) | | :--- | :--- | :--- | :--- | | Interest income from derivative financial instruments | 97.7 | 101.5 | -3.7% | | Interest income from long-term loans to fellow subsidiaries | 9.4 | 2.7 | +248.1% | | Bank interest income | 35.6 | 18.2 | +95.6% | - Bank interest income significantly increased by **96%**, primarily due to the Russian Central Bank gradually raising its key interest rate from **7.5%** at the beginning of 2023 to **21%** by the end of 2024[82](index=82&type=chunk) [Expected Credit Losses on Financial Guarantee Contracts](index=32&type=section&id=Expected%20Credit%20Losses%20on%20Financial%20Guarantee%20Contracts) Expected credit losses on financial guarantee contracts significantly decreased to HKD 44.1 million in 2024, a substantial improvement from HKD 304.8 million in 2023 - Expected credit losses on financial guarantee contracts in 2024 were **HKD 44.1 million**, a significant reduction from **HKD 304.8 million** in 2023[84](index=84&type=chunk) - LET has signed a counter-indemnity deed, agreeing to fully indemnify the Group for liabilities arising from the Suntrust loan agreement[84](index=84&type=chunk) [Asset Impairment and Depreciation & Amortization](index=32&type=section&id=Impairment%20Losses%20on%20Property%2C%20Operating%20Rights%20and%20Equipment%20Recognised) No impairment losses on property, operating rights, and equipment were recognized in 2024, compared to HKD 483.1 million recognized in 2023 - No impairment losses on property, operating rights, and equipment were recognized in 2024 (2023: **HKD 483.1 million**)[85](index=85&type=chunk) - Depreciation and amortization expenses decreased from **HKD 77.8 million** in 2023 to **HKD 56.4 million** in 2024, primarily due to impairment losses on property, operating rights, and equipment in 2023[86](index=86&type=chunk) [Fair Value Changes of Derivative Financial Instruments](index=32&type=section&id=Fair%20Value%20Losses%20on%20Derivative%20Financial%20Instruments) In 2024, the company recorded net fair value gains of HKD 144.5 million on derivative financial instruments, reversing a loss of HKD 169 million in 2023 - In 2024, the company recorded net fair value gains of **HKD 144.5 million** on derivative financial instruments (2023: loss of approximately HKD 169 million)[88](index=88&type=chunk) - Fair value is determined by an independent professional valuer using a discounted cash flow model, with the discount rate as a key input parameter[88](index=88&type=chunk) [Finance Costs and Gaming Tax](index=33&type=section&id=Finance%20Costs) Finance costs decreased in 2024, primarily due to the repayment of loans from non-controlling shareholders - The decrease in finance costs was primarily due to the repayment of loans from non-controlling shareholders[89](index=89&type=chunk) - Gaming tax in the Russian Federation is levied as a fixed amount per gaming table and slot machine per month, rather than as a percentage of gaming revenue[90](index=90&type=chunk) - From January to June 2023, the local government in the Primorye region introduced gaming tax relief measures, temporarily reducing tax rates[91](index=91&type=chunk) [Income Tax Expense](index=33&type=section&id=Income%20Tax%20Expense) In 2024 and 2023, the company had no assessable profits in Hong Kong and Japan, thus no tax provision was made - In 2024 and 2023, the Group had no assessable profits in Hong Kong and Japan, and no tax provision was made[92](index=92&type=chunk) - Profits from G1 Entertainment's gaming operations are exempt from Russian corporate tax, while non-gaming revenue is taxed at a **20%** rate[93](index=93&type=chunk) - As of December 31, 2024, the Group had approximately **HKD 445.2 million** in unutilized tax losses under Russian corporate tax, which can be carried forward indefinitely[93](index=93&type=chunk) [Profit/Loss Attributable to Owners of the Company](index=34&type=section&id=Profit%2FLoss%20Attributable%20to%20Owners%20of%20the%20Company) Profit attributable to owners of the company in 2024 was approximately HKD 229.2 million, representing a significant reversal from a loss of HKD 740 million in 2023 - Profit attributable to owners of the company in 2024 was approximately **HKD 229.2 million**, compared to a loss of **HKD 740 million** in 2023[94](index=94&type=chunk) [Final Dividend](index=34&type=section&id=Final%20Dividend) The Board of Directors recommends no final dividend payment for the year ended December 31, 2024 - The Board of Directors recommends no final dividend payment for 2024 (2023: nil)[95](index=95&type=chunk) [Liquidity, Financial Resources and Capital Structure](index=34&type=section&id=Liquidity%2C%20Financial%20Resources%20and%20Capital%20Structure) As of December 31, 2024, the company's financial position was strong, with equity attributable to owners of the company increasing to HKD 2.6577 billion, no bank borrowings, and a debt-to-equity ratio of 0% - As of December 31, 2024, equity attributable to owners of the company was **HKD 2.6577 billion** (2023: HKD 2.4383 billion)[96](index=96&type=chunk) - There were no outstanding bank borrowings in both 2024 and 2023, resulting in a debt-to-equity ratio of **0%**[96](index=96&type=chunk) Liquidity Indicators | Indicator | Dec 31, 2024 (HKD million) | Dec 31, 2023 (HKD million) | | :--- | :--- | :--- | | Net current assets | 286.9 | 171.8 | | Current ratio | 1.6 | 1.4 | | Cash and cash equivalents | 444.9 | 339.5 | - Net cash generated from operating activities in 2024 was **HKD 139.6 million**, net cash generated from investing activities was **HKD 13.1 million**, and net cash used in financing activities was **HKD 4.2 million**[99](index=99&type=chunk)[100](index=100&type=chunk) [Pledge of Assets and Exchange Rate Risk](index=36&type=section&id=Pledge%20of%20Assets) The company's long-term loans and derivative financial instruments are pledged - Long-term loans to fellow subsidiaries and derivative financial instruments have been pledged or encumbered[102](index=102&type=chunk) - The risk of Ruble exchange rate fluctuations on the Group's performance is significantly reduced due to a natural hedge, as mass market and slot machine gaming revenue and operating costs are both denominated in Rubles[103](index=103&type=chunk) [Capital Commitments](index=36&type=section&id=Capital%20Commitments) As of December 31, 2024, the Group's capital commitments for Tigre de Cristal's maintenance, renovation, and refurbishment projects amounted to approximately HKD 2.296 million - As of December 31, 2024, the Group's capital commitments for Tigre de Cristal's maintenance, renovation, and refurbishment projects amounted to approximately **HKD 2.296 million** (2023: approximately HKD 0.392 million)[104](index=104&type=chunk) [Corporate Governance and Other Information](index=37&type=section&id=Corporate%20Governance%20and%20Other%20Information) This section covers legal proceedings, employee information, anti-money laundering policies, corporate governance compliance, and the ongoing share suspension status [Legal Proceedings](index=37&type=section&id=Legal%20Proceedings) The SFC has initiated legal proceedings concerning alleged misconduct by Chairman Mr. Lo Yan Yee, seeking a share repurchase order to protect the interests of independent minority shareholders - The SFC has initiated legal proceedings concerning alleged misconduct by Chairman Mr. Lo Yan Yee, seeking a court order for share repurchase to protect the interests of independent minority shareholders[105](index=105&type=chunk) - The legal proceedings are ongoing, and given their early stage and complexity, it is currently not possible to provide a definitive assessment or estimate of their financial impact on the company's financial position[105](index=105&type=chunk) [Employee Information](index=37&type=section&id=Employees) As of December 31, 2024, the Group had a total of 945 employees, with over 97% being Russian citizens - As of December 31, 2024, the Group had a total of **945** employees (2023: 971 employees)[106](index=106&type=chunk) - Over **97%** of full-time employees are Russian citizens[106](index=106&type=chunk) [Anti-Money Laundering Policy](index=37&type=section&id=Anti-Money%20Laundering%20Policy) The Russian gaming industry is strictly regulated by anti-money laundering and counter-terrorist financing measures - The Russian gaming industry is regulated by strict anti-money laundering and counter-terrorist financing laws (No. 115–FZ)[107](index=107&type=chunk) - Tigre de Cristal has adopted anti-money laundering procedures including internal control systems, dedicated personnel to monitor daily compliance, customer identification and screening, and reporting of unusual transactions[108](index=108&type=chunk) - Winnings exceeding **RUB 600,000** (approximately **HKD 46,000**) are subject to mandatory review and reporting to the Russian Federal Financial Monitoring Service[108](index=108&type=chunk) [Annual General Meeting and Securities Transactions](index=38&type=section&id=Suspension%20of%20Share%20Transfer%20Registration%20for%20Annual%20General%20Meeting) The company will hold its Annual General Meeting on August 8, 2025, with share transfer registration suspended from August 5 to August 8, 2025 - The Annual General Meeting will be held on August 8, 2025, and share transfer registration will be suspended from August 5 to August 8, 2025[109](index=109&type=chunk) - For the year ended December 31, 2024, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities[110](index=110&type=chunk) [Compliance with Corporate Governance Code](index=39&type=section&id=Corporate%20Governance) For the year ended December 31, 2024, the company deviated from the Corporate Governance Code regarding the separation of Chairman and CEO roles, the number of independent non-executive directors, and committee compositions - As of December 31, 2024, the company had several deviations from the Corporate Governance Code, including the non-separation of Chairman and CEO roles, insufficient number of independent non-executive directors, inadequate membership and non-compliant chairpersons for the Audit/Remuneration/Nomination Committees, and insufficient authorized representatives[111](index=111&type=chunk)[112](index=112&type=chunk)[114](index=114&type=chunk)[116](index=116&type=chunk) - These deviations were rectified on March 11, 2025, through the appointment of Ms. Ng Sin Kwan, re-appointment of Mr. Lau Yau Shing and Mr. Li Chak Hung as independent non-executive directors, and the restructuring of the Audit Committee, Remuneration Committee, and Nomination Committee[113](index=113&type=chunk) - Compliance issues regarding authorized representatives and the company secretary were also resolved on March 11, 2025, through the appointment of Ms. Mak Sin Man[114](index=114&type=chunk)[115](index=115&type=chunk) [Audit Committee and Auditor](index=41&type=section&id=Audit%20Committee) The company's Audit Committee currently comprises three independent non-executive directors, responsible for reviewing financial statements, overseeing financial reporting, and risk management - The Audit Committee currently comprises three independent non-executive directors, with primary responsibilities including reviewing financial statements, overseeing the financial reporting process, risk management, and internal control systems[118](index=118&type=chunk) - The full-year results for the year ended December 31, 2024, have been reviewed by the Audit Committee and audited by the independent auditor, Crowe (HK) CPA Limited[118](index=118&type=chunk) - The auditor's scope of work is consistent with the consolidated financial data presented in this preliminary announcement but does not constitute an assurance engagement[119](index=119&type=chunk) [Publication of Full-Year Results and Annual Report](index=41&type=section&id=Publication%20of%20Full-Year%20Results%20and%20Annual%20Report%20on%20Company%20and%20HKEX%20Websites) This announcement has been published on the company's and HKEX websites, and the 2024 annual report will be dispatched to shareholders and made available on the websites in due course - This announcement has been published on the company's website (http://www.saholdings.com.hk) and the HKEX website (http://www.hkexnews.hk)[120](index=120&type=chunk) - The 2024 annual report will be dispatched to the company's shareholders in due course and has been uploaded to the company's website and the HKEX website for review[120](index=120&type=chunk) [Board Composition](index=42&type=section&id=Board%20of%20Directors) As of the date of this announcement, the Board of Directors comprises Mr. Lo Yan Yee as Chairman and Mr. Lam Hung Tuan as Executive Directors, Mr. Tsang Hing Kit as Non-executive Director, and three Independent Non-executive Directors - As of the date of this announcement, the Board of Directors includes Executive Directors Mr. Lo Yan Yee (Chairman) and Mr. Lam Hung Tuan; Non-executive Director Mr. Tsang Hing Kit; and Independent Non-executive Directors Mr. Lau Yau Shing, Mr. Li Chak Hung, and Ms. Ng Sin Kwan[121](index=121&type=chunk) [Continued Suspension Status](index=42&type=section&id=Continued%20Suspension) The company's shares have remained suspended from trading since January 11, 2024, and will continue to be suspended until the company meets all resumption guidance - Trading in shares has been suspended on the HKEX since 9:00 a.m. on January 11, 2024, and the SFC ordered continued suspension from 9:00 a.m. on February 14, 2024[122](index=122&type=chunk) - Shares will remain suspended until the company meets all resumption guidance, remedies the issues that led to its suspension, and fully complies with the Listing Rules to the satisfaction of the HKEX[122](index=122&type=chunk)

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告之內容概不負 責，對 其 準 確 性 或 完 整 性 亦 不 發 表 任 何 聲 明，並 明 確 表 示 概 不 就 因 本 公 告 全 部 或任何部份內容而產生或因倚賴該等內容而引致之任何損失承擔任何責任。 凱升控股有限公司 Holdings Limited 凱升控股有限公司 （於百慕達註冊成立之有限公司） （股份代號：102） 截至二零二三年十二月三十一日止年度之 全年業績公告 及 繼續停牌 凱 升 控 股 有 限 公 司（「本公司」）董 事（「董 事」）會（「董事會」）公 佈 本 公 司 及 其 附 屬 公 司（統稱「本集團」）截至二零二三年十二月三十一日止年度之經審核綜合全年業績， 連同二零二二年同期之比較數字如下： 摘 要 – 1 – • 本集團於二零二三年的二零二三年總收益為港幣369,100,000元，較 二 零 二二年的港幣372,300,000元減少1%。 • 本集團於二零二三年錄得正經調整EBITDA港 幣131,500,000元，而 二 零 二 二年則錄得港幣105,100,000元。 • 於二零二三年，本公司擁有人應佔虧損為港幣7 ...

凯升控股公告，公司直接全资附属公司SA Investments认购Suntrust之新可换股债券，票息率为零，本金 总额最多为135.11亿菲律宾比索。SA Investments与Suntrust于2025年4月30日订立新可换股债券认购协议 之第二份补充协议，将最后截止日期由2025年4月30日下午五时正延期至2025年8月31日下午五时正。新 可换股债券认购协议的其他条款及条件均维持不变。Suntrust已向证券交易委员会作出申请，取得证券 交易委员会之确认将需时额外约4个月。公司股份自2024年2月14日起暂停买卖，将继续暂停买卖直至符 合所有复牌指引。 ...

Financial Performance - The total revenue for the first half of 2023 was HKD 182,000,000, an increase of 2.3% compared to HKD 177,900,000 in the first half of 2022, primarily driven by a strong local market in the Russian Federation [4]. - Adjusted EBITDA for the first half of 2023 was HKD 57,000,000, down from HKD 60,000,000 in the same period of 2022 [4]. - The company recorded a loss attributable to owners of HKD 16,100,000 in the first half of 2023, compared to a profit of HKD 85,200,000 in the first half of 2022, with the loss mainly due to foreign exchange losses of HKD 35,200,000 from fluctuations in the Russian Ruble [4]. - The adjusted EBITDA for Crystal Tiger Palace in the first half of 2023 was HKD 57 million, a decrease from HKD 60 million in the same period of 2022, primarily due to increased gaming taxes and employee benefits expenses [39]. - The group reported a loss attributable to owners of the company of HKD 16.1 million for the first half of 2023, compared to a profit of HKD 85.2 million in the same period of 2022 [42]. - The company reported a loss before tax of HKD 21,001,000, compared to a profit of HKD 122,542,000 in the same period last year, indicating a significant decline [88]. - Total comprehensive loss for the period was HKD 21,099,000, compared to a total comprehensive income of HKD 123,809,000 in the previous year [88]. - Basic and diluted loss per share for the six months ended June 30, 2023, was HKD (0.356), compared to earnings of HKD 1.889 per share in the same period of 2022 [88]. Strategic Focus and Investments - The company has adjusted its business focus and optimized its strategies to concentrate on the local Russian market, including changes in supply chain and logistics to meet local demand [8]. - The company has temporarily suspended large capital expenditures, particularly the development of Phase II of the Tigre de Cristal project, until conditions improve [8]. - The company entered into agreements to acquire 100% equity of two companies for a total consideration of HKD 280,000,000, which includes land in Japan with a total area of approximately 108,799 square meters [9]. - The acquired land in Japan is intended to be developed into a luxury hotel with beachfront villas [10]. - The company plans to utilize approximately HKD 479.3 million from the net proceeds for the acquisition of Daqian and Joyful Award, future development planning, and general working capital [13]. - The company is focused on expanding its market presence through strategic acquisitions and financing arrangements [156][158]. Financing and Debt Management - A loan agreement was established for a maximum principal amount of PHP 25 billion (approximately HKD 3.6 billion) to finance a five-star hotel and entertainment complex in the Philippines [14]. - The company has agreed to terminate a revolving loan agreement, which was originally intended for the development of the Crystal Tiger Palace Phase II, with a total of HKD 479.3 million being redirected for interest income [15]. - The company issued convertible bonds with a total principal amount of PHP 5.6 billion and PHP 6.4 billion in 2020 and 2022, respectively, with initial conversion prices set at PHP 1.80 and PHP 1.65 per share [16]. - Suntrust issued convertible bonds with an annual interest rate of 6.0%, with total principal amount of PHP 336,000,000 due on December 30, 2022, and PHP 382,900,000 due on June 10, 2023 [17]. - SA Investments agreed to subscribe to new convertible bonds with a maximum principal amount of PHP 13,500,000,000 at an initial conversion price of PHP 1.10 per share, with a term of eight years [18]. - The overdue interest for the 2020 and 2022 convertible bonds is 8.0%, but SA Investments agreed to calculate accrued interest at 6.0%, waiving the additional 2.0% until the completion of the new convertible bond subscription [21]. - Suntrust must maintain a credit balance of at least USD 20,000,000 in a construction reserve account, as per the loan agreement with SA Investments [23]. - SA Investments will provide financing of up to USD 20,000,000 to Suntrust at an interest rate of 6.0%, effective for ten years, specifically for fulfilling CRA reserve requirements [23]. - The company has not made interest payments on the 2020 and 2022 convertible bonds due to financial conditions and cash flow needs, but has reached an agreement to restructure these payment obligations [17]. Operational Performance - The Crystal Tiger Palace remains the primary revenue source for the group, showing excellent performance in domestic operations during the first half of 2023 [34]. - Due to geopolitical tensions, the number of inbound travelers to the Russian Federation has seen an unprecedented decline, prompting the company to take measures to mitigate impacts [34]. - The company is exploring local strategic partnerships that could add value to the operations of the integrated resort during challenging times [34]. - The company is currently not pursuing further investment in the second phase of the Crystal Tiger Palace due to the ongoing geopolitical uncertainties and sanctions affecting financial flows [34]. - The company’s hotel business revenue increased to HKD 14.7 million in the first half of 2023, up from HKD 10.3 million in the same period of 2022 [40]. - The group’s total gaming and hotel revenue for the first half of 2023 was HKD 182 million, compared to HKD 177.9 million in the first half of 2022 [40]. - The Philippine gaming industry saw a 35.6% increase in total fees and tax revenue to PHP 36.2 billion (approximately HKD 5.1 billion) in the first half of 2023, with overall gaming revenue growing by 48.7% to PHP 136.4 billion (approximately HKD 19.4 billion) [37]. Cash Flow and Assets - The net cash generated from operating activities for the first half of 2023 was HKD 35.1 million, up from HKD 27.2 million in the same period of 2022, indicating positive cash flow from operations [70]. - The net cash used in investing activities for the first half of 2023 was HKD 0.6 million, a significant decrease from HKD 137 million in the first half of 2022, primarily due to reduced interest income from convertible bonds [71]. - The net cash used in financing activities for the first half of 2023 was HKD 62.6 million, mainly representing the repayment of loans amounting to approximately HKD 58.8 million and lease liabilities of HKD 3.7 million [71]. - As of June 30, 2023, cash and cash equivalents totaled HKD 762.3 million, down from HKD 831.9 million at the end of 2022, reflecting a net decrease of HKD 26.9 million during the period [70]. - The group has no pledged assets or encumbrances as of June 30, 2023, and December 31, 2022, indicating a strong asset position [74]. - The group’s net current assets amounted to HKD 906.2 million, an increase from HKD 901.7 million as of December 31, 2022, with a current ratio of 21.3 compared to 17.3 previously [69]. Shareholder and Corporate Governance - The company has granted share options to directors, with details provided in the report [166]. - The company has complied with the corporate governance code as per the Hong Kong Stock Exchange listing rules during the six months ending June 30, 2023 [180]. - The audit committee consists of three independent non-executive directors and has reviewed the interim report for the six months ending June 30, 2023, confirming compliance with applicable accounting standards [186]. - The company has established several board committees, including the audit committee, remuneration committee, nomination committee, and corporate governance committee [183]. - The remuneration for Mr. Lu includes a monthly director's fee of HKD 300,000 and a housing allowance of up to HKD 250,000, effective April 1, 2023 [185].

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負 責，對其準確性或完整性亦不發表任何聲明，並明確表示，概不對因本公告全部 或任何部份內容而產生或因倚賴該等內容而引致的任何損失承擔任何責任。 凱升控股有限公司 Holdings Limited 凱升控股有限公司 （於百慕達註冊成立之有限公司） （股份代號：102） 截至二零二三年六月三十日止六個月期間 中期業績公告 凱 升 控 股 有 限 公 司（「本公司」）董 事（「董 事」）會（「董事會」）公 佈 本 公 司 及 其 附 屬 公 司（合稱「本集團」）截至二零二三年六月三十日止六個月期間之未經審核中期業績， 連同二零二二年同期之比較數字如下： 摘 要 • 本集團於二零二三年上半年之總收益為港幣182,000,000元，較 二 零 二 二 年上半年港幣177,900,000 元上升2.3%，主要是由於強勁的俄羅斯聯邦本 地市場帶動所致。 • 本集團於二零二三年上半年錄得經調整EBITDA港 幣57,000,000 元，而 二 零二二年上半年則錄得港幣60,000,000 元。 • 二零二三年上半年本集團錄得本公司擁有人應佔虧損為港幣16,10 ...

Financial Performance - The total revenue for the group in 2022 was HKD 372,300,000, an increase of 40% compared to HKD 265,500,000 in 2021, primarily driven by the local gaming and slot machine business in Russia [4]. - The group recorded a positive adjusted EBITDA of HKD 105,100,000 in 2022, compared to HKD 40,900,000 in 2021 [4]. - The company reported a profit attributable to shareholders of HKD 11,800,000 in 2022, a significant turnaround from a loss of HKD 230,000,000 in 2021, mainly due to increased revenue and the absence of impairment losses recorded in 2021 [4]. - The adjusted EBITDA for the Crystal Tiger Palace in 2022 was HKD 105,100,000, a significant increase from HKD 40,900,000 in 2021, representing a growth of 157% [33]. - Total revenue from the gaming operations increased by 40% year-on-year, reaching HKD 401,907,000 in 2022 compared to HKD 286,101,000 in 2021 [39]. - The company recorded a net profit attributable to shareholders of HKD 11,847,000 in 2022, a recovery from a loss of HKD 229,988,000 in 2021 [36]. - The total operating expenses increased to HKD 268,200,000 in 2022 from HKD 226,877,000 in 2021, reflecting a rise in employee benefits and other operational costs [34]. - Operating expenses for the group rose by 18% to HKD 268.2 million in 2022, up from HKD 226.9 million in 2021 [49]. - The company reported no impairment losses related to properties, operating rights, and equipment in 2022, compared to HKD 136,900,000 in 2021 [33]. - The group maintained a strong financial position with total equity attributable to owners of HKD 3,180,400,000 as of December 31, 2022, compared to HKD 3,168,400,000 in 2021 [72]. Operational Developments - The gaming and hotel project spans approximately 36,000 square meters and operates year-round, offering a diverse range of gaming options to customers [8]. - The group operates the highest-rated luxury five-star hotel in the Russian Far East, featuring 121 rooms and suites, recognized as "Russia's Best Casino Hotel 2021" by the World Casino Awards [8]. - The development of the Crystal Tiger Palace Phase II was initially planned to nearly double the existing accommodation capacity and non-gaming facilities to serve potential high-stakes customers, particularly non-Russian tourists in the coastal entertainment area [12]. - The second phase of the Crystal Tiger Palace project has been suspended due to the ongoing conflict between Russia and Ukraine, significantly impacting the project's outlook [23]. - The company has shifted its focus to local markets, particularly in Russia, due to the impact of COVID-19 and travel restrictions, resulting in no revenue from VIP gaming operations in 2022 [40]. - The company has established a strong position in the local market while exploring potential expansion into other markets in the future [30]. Market Conditions and Challenges - The ongoing conflict between Russia and Ukraine has introduced significant uncertainty, impacting international tourist access to Russia and consequently affecting the customer base of the group's operations [10]. - The group continues to monitor the market situation and the effects of the Russia-Ukraine conflict on its financial condition and operations [11]. - The ongoing impact of COVID-19 has created significant uncertainty in the tourism and gaming industries, with expectations that recovery will be gradual and challenging [60]. - The reliance on the tourism sector has made businesses vulnerable to the adverse effects of COVID-19, with the travel industry likely to be one of the last to recover [61]. - Travel restrictions and quarantine measures have significantly reduced foreign visitor numbers to the group's properties, particularly from China, which has strict travel policies [62]. - The company has adjusted its marketing strategies and pricing in response to ongoing challenges from sanctions and travel warnings affecting operations in Russia [28]. Financial Management and Investments - A short-term loan of $120,000,000 was provided to Suntrust Resort Holdings Inc. at an annual interest rate of 6%, with a repayment period starting three months from the loan date [13]. - The company plans to allocate up to HKD 500 million from the proceeds of the 2019 placement for a revolving loan to LET [23]. - The net cash generated from operating activities for 2022 was HKD 85,825,000, significantly higher than HKD 20,061,000 in 2021 [75]. - The net cash used in investing activities for 2022 was HKD 106,575,000, a recovery from a net cash outflow of HKD 972,863,000 in 2021 [75]. - The group has sufficient cash and cash equivalents to support its operational and capital expenditure needs [78]. - The group has no assets pledged or encumbered as of December 31, 2022 [79]. Governance and Management - The company has a strong management team with members holding significant experience in various sectors, including finance and operations [105]. - The board includes independent non-executive directors with diverse backgrounds in finance and corporate governance, ensuring robust oversight [100]. - The company has established a strong governance framework with various committees to oversee financial and operational performance [102]. - The company has complied with the corporate governance code, except for a deviation in rule F.2.2, which is explained in the section on communication with shareholders [112]. - The company has established a risk management organizational framework, which includes the board, audit committee, and risk management task force [164]. - The board is responsible for risk management and internal control systems, ensuring they are effective and aligned with the group's strategic objectives [164]. Environmental, Social, and Governance (ESG) Initiatives - The report covers the environmental, social, and governance (ESG) policies and performance data for the fiscal year ending December 31, 2022 [187]. - The company emphasizes its commitment to creating long-term value for stakeholders while integrating sustainable development principles into its business operations [186]. - The company has established a governance framework to address environmental, social, and governance (ESG) operational matters [197]. - A dedicated ESG working group has been formed, led by the group's audit manager, to collaborate with G1 Entertainment Limited in Russia [194]. - The board of directors is responsible for overseeing the management of ESG strategies and policies [195]. - Stakeholder engagement is prioritized to gather insights for developing sustainable strategies [199].

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告之內容概不負 責，對 其 準 確 性 或 完 整 性 亦 不 發 表 任 何 聲 明，並 明 確 表 示 概 不 就 因 本 公 告 全 部 或任何部份內容而產生或因倚賴該等內容而引致之任何損失承擔任何責任。 凱升控股有限公司 Holdings Limited 凱升控股有限公司 （於百慕達註冊成立之有限公司） （股份代號：102） 截至二零二二年十二月三十一日止年度之 全年業績公告 凱 升 控 股 有 限 公 司（「本公司」）董 事（「董 事」）會（「董事會」）公 佈 本 公 司 及 其 附 屬 公 司（合稱「本集團」）截至二零二二年十二月三十一日止年度之經審核綜合全年業績， 連同二零二一年同期之比較數字如下： 摘 要 • 本集團於二零二二年的總收益為港幣372,300,000元，較 二 零 二 一 年 的 港 幣265,500,000元增加40%，主要由於俄羅斯當地中場及角子機業務所致。 • 本集團於二零二二年錄得正經調整EBITDA港 幣105,100,000元，而 二 零 二 一年則錄得港幣40,900,000元。 • 於二零二二年，本公司擁有人應 ...

JMMIT 凱 升 控 股 有 限 公 司 ● Holdings Limited 凱升控股有限公司 (於百慕迪赴冊成立之有限公司) 股票代號: 102 Hotel & Resort 2022 中 期 報 告 目 錄 摘 要 2 管理層討論與分析 3 簡明綜合財務報表審閱報告 21 簡明綜合損益及其他全面收益表 22 簡明綜合財務狀況表 23 簡明綜合權益變動表 25 簡明綜合現金流量表 26 簡明綜合財務報表附註 27 其他資料 42 公司資料 50 1 凱升控股有限公司 二零二二中期報告 摘 要 • 本集團於二零二二年上半年之總收益為港幣177,900,000元，較 二 零 二 一 年 上 半 年 港 幣129,500,000元上升37%，主要是由於強勁的俄羅斯聯邦本地市場帶動所致。 • 本集團於二零二二年上半年錄得經調整EBITDA港 幣60,000,000元，而二零二一年上半 年則錄得港幣17,200,000元。 • 二零二二年上半年本集團錄得溢利港幣123,800,000元，而 二 零 二 一 年 上 半 年 則 錄 得 虧損港幣8,100,000元。二 零 二 二 年 上 半 年 本 公 司 擁 有 ...