[Executive Summary](index=3&type=section&id=%E6%91%98%E8%A6%81) The Group recorded a significant loss in 2023, primarily due to substantial non-cash impairment losses and fair value adjustments, despite a slight revenue decrease and improved adjusted EBITDA 2023 Financial Summary | Indicator | 2023 | 2022 | Change | | :--- | :--- | :--- | :--- | | **Total Revenue** | HKD 369.1 million | HKD 372.3 million | -1% | | **Adjusted EBITDA** | HKD 131.5 million | HKD 105.1 million | +25.1% | | **(Loss)/Profit Attributable to Owners of the Company** | (HKD 740.0 million) | HKD 11.8 million | N/A | - The primary reasons for the shift from profit to loss in 2023 include - Recognition of impairment loss on property, operating rights, and equipment of approximately **HKD 483.1 million**[7](index=7&type=chunk) - Fair value loss on derivative financial instruments of approximately **HKD 169.0 million**[7](index=7&type=chunk) - Expected credit loss on financial guarantee contracts of approximately **HKD 304.8 million**[7](index=7&type=chunk) [Management Discussion and Analysis](index=4&type=section&id=%E7%AE%A1%E7%90%86%E5%B1%A4%E8%A8%8E%E8%AB%96%E8%88%87%E5%88%86%E6%9E%90) The Group's core business is the Tigre de Cristal casino and hotel in Russia, with a strategic shift towards the local market and diversification into a luxury hotel project in Okinawa, Japan [Business Review](index=4&type=section&id=%E6%A5%AD%E5%8B%99%E5%9B%9E%E9%A1%A7) The Group's core business is the Tigre de Cristal casino and hotel in Russia, with a strategic shift towards the local market and diversification into a luxury hotel project in Okinawa, Japan - The Group operates gaming and hotel businesses through its **77.5%** stake in Oriental Regent Limited and receives a **3%** management fee on G1 Entertainment's net gaming revenue[8](index=8&type=chunk) - The core asset, "Tigre de Cristal," located in the Russian Integrated Entertainment Zone, holds a gaming license and development rights for three land plots[9](index=9&type=chunk) - Due to the Russia-Ukraine conflict and related sanctions, the Group has suspended major capital expenditures, including Tigre de Cristal Phase II development, and shifted its business focus to the Russian local market[11](index=11&type=chunk) - In May 2023, the Group completed the acquisition of approximately **108,799 square meters** of land in Miyakojima, Okinawa, Japan, planning to develop a luxury hotel with beach villas to diversify its Asian business[12](index=12&type=chunk)[13](index=13&type=chunk) [Use of Proceeds](index=6&type=section&id=%E6%89%80%E5%BE%97%E6%AC%BE%E9%A0%85%E7%94%A8%E9%80%94) This report details the use of proceeds from the 2019 placing and 2020 rights issue, with most funds originally for Tigre de Cristal Phase II now reallocated, including **HKD 280 million** for the Japan land acquisition and **HKD 125 million** for its future development Use of Proceeds Change Summary | Source | Original Planned Use | Changed Primary Use | | :--- | :--- | :--- | | 2019 Placing and 2020 Rights Issue | Tigre de Cristal Phase II Development | 1. Repayment for Japan land acquisition (**HKD 280 million**)<br>2. Future development of Japan land (**HKD 125 million**)<br>3. General working capital of the Group (**HKD 74.3 million**) | - As of December 31, 2023, the unutilized amount was **HKD 125 million**, expected to be used for future development design, planning, and partial financing of the Japan land by December 31, 2026[17](index=17&type=chunk) [Financial Assistance to a Fellow Subsidiary](index=9&type=section&id=%E5%90%91%E4%B8%80%E9%96%93%E5%90%8C%E7%B3%BB%E9%99%84%E5%B1%AC%E5%85%AC%E5%8F%B8%E6%8F%90%E4%BE%9B%E8%B2%A1%E5%8B%99%E8%B3%87%E5%8A%A9) The Group provided significant financial support to its fellow subsidiary, Suntrust, for its Manila hotel-casino project, including convertible bond restructuring, a **USD 20 million** direct loan, and guarantees for a **PHP 25 billion** bank loan, with a counter-indemnity from controlling shareholder LET - To support Suntrust in obtaining a **PHP 25 billion** bank loan, the Group provided multiple guarantees, including pledging its Suntrust convertible bonds and shares, and committing to fund project cost overruns[20](index=20&type=chunk)[28](index=28&type=chunk) - The Group agreed to restructure its financial support to Suntrust, exchanging its old convertible bonds and accrued interest for new convertible bonds with a principal amount of up to **PHP 13.5 billion**, and waiving part of the overdue interest[24](index=24&type=chunk)[25](index=25&type=chunk) - The Group provided a **USD 20 million** loan to Suntrust via the SA Loan Agreement to meet the construction reserve account requirements of its bank loan agreement[27](index=27&type=chunk) - Controlling shareholder LET provided a counter-indemnity deed to the Group, committing to fully indemnify the Group for all liabilities and losses that may arise from providing the aforementioned financial support[34](index=34&type=chunk) [Outlook](index=15&type=section&id=%E5%B1%95%E6%9C%9B) The Group will maintain stable operations at Tigre de Cristal in the Russian local market, but expansion plans are suspended due to geopolitical risks, with strategic focus shifting to high-growth Asian markets through investments in Suntrust and new hotel development in Okinawa, Japan - Tigre de Cristal will continue to focus on the Russian local market, its short-term prospects are stable, but Phase II expansion is suspended, and the Group is seeking local strategic partners[38](index=38&type=chunk) - The Group is actively diversifying its investments, with a focus on the Philippine market, aiming to preserve investment value and achieve future capital appreciation through restructuring financial assistance to Suntrust[39](index=39&type=chunk) - The newly acquired land in Okinawa, Japan, will be developed into a luxury hotel, leveraging the Group's experience in five-star hotel operations to achieve strategic diversification of its Asian business[40](index=40&type=chunk) [Financial Review](index=16&type=section&id=%E8%B2%A1%E5%8B%99%E5%9B%9E%E9%A1%A7) In 2023, total revenue slightly decreased by 1% to **HKD 369 million**, but adjusted EBITDA increased by 25% to **HKD 131.5 million** due to operating expense reductions, while a significant loss attributable to owners of **HKD 740 million** was recorded due to substantial non-cash items 2023 vs 2022 Financial Performance Comparison | Indicator | 2023 (HKD thousand) | 2022 (HKD thousand) | | :--- | :--- | :--- | | **Total Revenue from Gaming and Hotel Operations** | 369,127 | 372,306 | | **Tigre de Cristal Adjusted EBITDA** | 131,545 | 105,138 | | **(Loss)/Profit Attributable to Owners of the Company** | (739,964) | 11,847 | | **Impairment Loss on Property, Operating Rights and Equipment** | (483,107) | – | | **Expected Credit Loss on Financial Guarantee Contracts** | (304,834) | – | | **Fair Value Loss on Derivative Financial Instruments** | (169,022) | (141,912) | 2023 Gaming Business Key Indicators | Business Segment | Wagering Turnover (HKD million) | Wagering Turnover YoY Change | Net Gaming Revenue (HKD million) | Net Gaming Revenue YoY Change | | :--- | :--- | :--- | :--- | :--- | | **VIP** | 9.8 | N/A | (0.1) | N/A | | **Mass Market** | 908 | +26% | 172 | +2% | | **Slot Machines** | 4,651 | -4% | 164 | -5% | - Hotel operations benefited from improved domestic demand, with average occupancy rates for weekends and weekdays increasing from **61%** and **30%** (2022) to **73%** and **42%** (2023) respectively[53](index=53&type=chunk) - The Group had no bank borrowings at the end of 2023, with a debt-to-asset ratio of **0%**. Cash and cash equivalents decreased from **HKD 832 million** at the beginning of the year to **HKD 340 million**, primarily due to cash outflows from investing activities (acquisition of Japan land and loans to a fellow subsidiary)[70](index=70&type=chunk)[71](index=71&type=chunk)[72](index=72&type=chunk) [Biographical Details of Directors and Senior Management](index=27&type=section&id=%E8%91%A3%E4%BA%8B%E5%8F%8A%E9%AB%98%E7%B4%9A%E7%AE%A1%E7%90%86%E5%B1%A5%E6%AD%B7%E8%A9%B3%E6%83%85) This section provides detailed biographies of the company's board members and senior management, highlighting their extensive experience in gaming, IT, finance, and hotel management [Directors and Senior Management](index=27&type=section&id=%E8%91%A3%E4%BA%8B%E5%8F%8A%E9%AB%98%E7%B4%9A%E7%AE%A1%E7%90%86%E5%B1%A4) This section provides detailed biographies of the company's board members and senior management, highlighting their extensive experience in gaming, IT, finance, and hotel management - **Mr. Lo Yan Yee**: Chairman and Executive Director, also Chairman and major shareholder of controlling shareholder LET Group, with extensive experience in the gaming industry, corporate management, and mergers and acquisitions[85](index=85&type=chunk) - **Mr. Lam Hung Tuan**: Executive Director, also Executive Director of LET and CTO of Suntrust, with over **20 years** of experience in the information technology industry[87](index=87&type=chunk) - **Mr. Stylianos Tsifetakis**: Director of Russian Operations, with over **23 years** of global casino and hotel industry experience[100](index=100&type=chunk) - **Mr. Yip Hor Chi**: Finance Director, with extensive experience in accounting, auditing, and financial management, having held senior financial positions in various listed companies[102](index=102&type=chunk) [Corporate Governance Report](index=31&type=section&id=%E4%BC%81%E6%A5%AD%E7%AE%A1%E6%B2%BB%E5%A0%B1%E5%91%8A) The company complied with the Corporate Governance Code in 2023, with a clear separation of Chairman and CEO roles, but faced temporary non-compliance with listing rules regarding board and committee composition due to director resignations in early 2024 [Corporate Governance Practices and the Board](index=31&type=section&id=%E4%BC%81%E6%A5%AD%E7%AE%A1%E6%B2%BB%E5%B8%B8%E8%A6%8F%E5%8F%8A%E8%91%A3%E4%BA%8B%E6%9C%83) The company complied with the Corporate Governance Code in 2023, with a clear separation of Chairman and CEO roles, but faced temporary non-compliance with listing rules regarding board and committee composition due to director resignations in early 2024 - The Company complied with all code provisions of the Corporate Governance Code for the year ended December 31, 2023[106](index=106&type=chunk) - As of the end of 2023, the Board comprised three Executive Directors and three Independent Non-executive Directors, with the roles of Chairman and Chief Executive Officer held by different individuals to ensure clear segregation of duties[107](index=107&type=chunk)[108](index=108&type=chunk) - The report disclosed that several directors resigned on January 15, 2024, leading to the Company's temporary non-compliance with Listing Rules regarding the number of Independent Non-executive Directors and committee compositions until new directors were appointed[107](index=107&type=chunk)[122](index=122&type=chunk)[125](index=125&type=chunk) 2023 Board and Committee Meeting Attendance Record | Director Name | Board Meetings | Audit Committee | Nomination Committee | Remuneration Committee | Annual General Meeting | | :--- | :--- | :--- | :--- | :--- | :--- | | Mr. Lo | 5/9 | - | - | - | 1/1 | | Mr. Choi | 6/9 | - | - | - | 1/1 | | Mr. Chiu | 9/9 | - | - | - | 1/1 | | Mr. Lam Kwan Sing | 8/9 | 3/3 | 1/1 | 2/2 | 1/1 | | Mr. Lau | 9/9 | 3/3 | 1/1 | 2/2 | 1/1 | | Mr. Li | 9/9 | 3/3 | - | - | 1/1 | [Board Committees](index=35&type=section&id=%E8%91%A3%E4%BA%8B%E6%9C%83%E5%A7%94%E5%93%A1%E6%9C%83) The Board has four committees—Audit, Nomination, Remuneration, and Corporate Governance—to assist in its duties, with their 2023 activities detailed, and the report notes temporary committee vacancies and non-compliance with Listing Rules in early 2024 due to director resignations - **Audit Committee**: Composed of three Independent Non-executive Directors, responsible for overseeing financial reporting, internal controls, and risk management systems, and recommending the appointment of external auditors[122](index=122&type=chunk) - **Nomination Committee**: Composed of three Independent Non-executive Directors, responsible for reviewing the Board's size, composition, and diversity, and recommending director appointments[125](index=125&type=chunk) - **Remuneration Committee**: Composed of three Independent Non-executive Directors, responsible for reviewing the remuneration packages of Executive Directors and senior management[126](index=126&type=chunk) - **Corporate Governance Committee**: Composed of three Independent Non-executive Directors, responsible for formulating and reviewing the Company's corporate governance policies and practices[131](index=131&type=chunk) [Risk Management and Internal Control](index=41&type=section&id=%E9%A2%A8%E9%9A%AA%E7%AE%A1%E7%90%86%E5%8F%8A%E5%85%A7%E9%83%A8%E7%9B%A3%E6%8E%A7) The Board is ultimately responsible for the Group's risk management and internal control systems, which were reviewed for effectiveness in 2023, and confirmed as adequate and effective, with sufficient resources for accounting, internal audit, and financial reporting functions - The Board is responsible for risk management and internal control systems and reviews their effectiveness annually[152](index=152&type=chunk) - The Group has established a risk management organizational framework comprising the Board, Audit Committee, and a dedicated Risk Management Task Force, with an internal audit function for continuous monitoring[153](index=153&type=chunk) - The Board, through the Audit Committee, conducted an annual review of the risk management and internal control systems for 2023 and deemed them adequate and effective[154](index=154&type=chunk) [Shareholders' Rights](index=43&type=section&id=%E8%82%A1%E6%9D%B1%E6%AC%8A%E5%88%A9) The report outlines key shareholder rights, including procedures for convening extraordinary general meetings and proposing resolutions, and channels for communication with the Board, such as the annual general meeting, company website, and dedicated email - Shareholders holding not less than **1/10** of the paid-up share capital of the Company have the right to request the Board to convene an extraordinary general meeting[159](index=159&type=chunk) - Shareholders holding not less than **1/20** of the total voting rights or not less than **100** shareholders may submit a written request to include a resolution at a general meeting[160](index=160&type=chunk) - The Company maintains communication with shareholders and investors through the Annual General Meeting, its website (www.saholdings.com.hk), and a dedicated contact email (info@saholdings.com.hk)[162](index=162&type=chunk)[164](index=164&type=chunk) [Environmental, Social and Governance Report](index=45&type=section&id=%E7%92%B0%E5%A2%83%E3%80%81%E7%A4%BE%E6%9C%83%E5%8F%8A%E7%AE%A1%E6%B2%BB%E5%A0%B1%E5%91%8A) The Group is committed to reducing its environmental impact at Tigre de Cristal, improving employee welfare, promoting responsible gaming, and actively engaging in community investment, while also addressing climate-related risks [Environmental](index=49&type=section&id=%E7%92%B0%E5%A2%83) The Group is committed to reducing its environmental impact at Tigre de Cristal, with significant reductions in exhaust gas emissions and stable greenhouse gas emissions, implementing energy and water saving measures, and supporting biodiversity through tree planting and Siberian tiger adoption Exhaust Gas Emissions (tons) | Pollutant Type | 2023 | 2022 | | :--- | :--- | :--- | | **Nitrogen Oxides (NOx)** | 1.112 | 6.120 | | **Sulfur Oxides (SOx)** | 0.002 | 0.007 | | **Particulate Matter (PM)** | 0.102 | 0.425 | Greenhouse Gas Emissions (tonnes of CO2e) | Scope | 2023 | 2022 | | :--- | :--- | :--- | | Scope 1 (Direct) | 2,065.57 | 2,744.82 | | Scope 2 (Indirect) | 3,800.18 | 3,216.20 | | **Total Emissions** | **5,912.22** | **5,959.20** | Resource Consumption | Resource Type | Unit | 2023 | 2022 | | :--- | :--- | :--- | :--- | | **Total Energy Consumption** | MWh | 16,385.81 | 22,190.65 | | **Total Water Consumption** | cubic meters | 37,199 | 43,718 | - The Group has identified climate change-related physical risks (e.g., extreme weather) and transition risks (e.g., changes in environmental regulations) and developed corresponding mitigation strategies[216](index=216&type=chunk) [Social](index=59&type=section&id=%E7%A4%BE%E6%9C%83) The Group prioritizes employee rights, health, and safety, with no work-related fatalities in 2023, significantly increased training hours, strict adherence to labor standards, promotion of responsible gaming, and active community engagement through job creation, talent programs, and charitable donations Employee Profile (As of Year-End) | Indicator | 2023 | 2022 | | :--- | :--- | :--- | | **Total Number of Employees** | 934 | 1,004 | | **Employee Turnover Rate** | 36.1% | N/A | | **Number of Work-Related Fatalities** | 0 | 0 | | **Number of Work-Related Injuries** | 0 | 3 | Employee Training Overview | Employee Category | 2023 Average Training Hours | 2022 Average Training Hours | | :--- | :--- | :--- | | **Senior Management** | 47.00 | 36.87 | | **Middle Management** | 35.80 | 40.22 | | **Frontline and Other Employees** | 12.24 | 2.79 | - The Group strictly adheres to anti-money laundering regulations, provides related employee training, and has established anti-corruption guidelines and an anonymous reporting channel[276](index=276&type=chunk)[278](index=278&type=chunk)[279](index=279&type=chunk) - The Group actively fulfills its community responsibilities, creating nearly **1,000** local jobs, collaborating with universities on talent development programs, and making total charitable donations of **1.485 million Rubles** in 2023[283](index=283&type=chunk)[295](index=295&type=chunk) [Directors' Report](index=80&type=section&id=%E8%91%A3%E4%BA%8B%E6%9C%83%E5%A0%B1%E5%91%8A) The Directors' Report covers the company's investment holding nature, its primary gaming and hotel operations in Russia, the recorded loss for 2023, and the Board's recommendation against a final dividend [Principal Activities and Results](index=80&type=section&id=%E4%B8%BB%E8%A6%81%E6%A5%AD%E5%8B%99%E5%8F%8A%E6%A5%AD%E7%B8%BE) The Company is an investment holding company, with its subsidiaries primarily operating hotel and gaming businesses in the Russian Federation, recording a loss for 2023, and the Board recommends no final dividend - The Company is an investment holding company, with its principal activities conducted through subsidiaries operating hotel and gaming businesses in the Russian Federation[297](index=297&type=chunk) - The Board recommends no dividend be paid for the year ended December 31, 2023[301](index=301&type=chunk) [Share Capital and Directors' Interests](index=81&type=section&id=%E8%82%A1%E6%9C%AC%E5%8F%8A%E8%91%A3%E4%BA%8B%E6%AC%8A%E7%9B%8A) This section details the company's unchanged share capital, the absence of listed securities transactions, and the directors' interests in shares and share options as of December 31, 2023, including the terms of the 2020 convertible bonds and the 2021 share option scheme - Chairman Mr. Lo Yan Yee is the Company's major shareholder, holding approximately **69.77%** of the Company's shares through controlled corporations[319](index=319&type=chunk) - The Company issued convertible bonds with a total principal amount of **USD 3 million** in November 2020, maturing in 2025[324](index=324&type=chunk) - The Company adopted a new share option scheme in 2021, with **1,000,000** shares subject to granted but unexercised share options as of the end of 2023 under this scheme[326](index=326&type=chunk)[328](index=328&type=chunk) [Connected Transactions](index=90&type=section&id=%E9%97%9C%E9%80%A3%E4%BA%A4%E6%98%93) During the year, the Group engaged in several significant connected transactions, including a terminated revolving loan agreement with controlling shareholder LET, the acquisition of a Japanese land project company from LET, and complex financial assistance to fellow subsidiary Suntrust, all in compliance with Listing Rules - A revolving loan agreement with controlling shareholder LET was entered into and subsequently terminated[336](index=336&type=chunk) - The Company acquired the entire equity interest in Takumi Limited from controlling shareholder LET as part of the acquisition of the Okinawa, Japan land, which constituted a connected transaction and was approved by shareholders[337](index=337&type=chunk)[338](index=338&type=chunk) - Financial assistance provided to fellow subsidiary Suntrust, including subscription for new convertible bonds, the SA Loan Agreement, and guarantees for Suntrust's bank loan, constituted major and connected transactions for the Company and were approved by shareholders[340](index=340&type=chunk)[355](index=355&type=chunk) [Independent Auditor's Report](index=96&type=section&id=%E7%8D%A8%E7%AB%8B%E6%A0%B8%E6%95%B8%E5%B8%AB%E5%A0%B1%E5%91%8A) Independent auditor Crowe (HK) CPA Limited issued an unmodified opinion on the Group's consolidated financial statements for the year ended December 31, 2023, affirming their fair presentation and compliance with Hong Kong Financial Reporting Standards, identifying "Revenue from Gaming Operations" as a key audit matter [Auditor's Opinion](index=96&type=section&id=%E6%A0%B8%E6%95%B8%E5%B8%AB%E6%84%8F%E8%A6%8B) Independent auditor Crowe (HK) CPA Limited issued an unmodified opinion on the Group's consolidated financial statements for the year ended December 31, 2023, affirming their fair presentation and compliance with Hong Kong Financial Reporting Standards, identifying "Revenue from Gaming Operations" as a key audit matter - The auditor issued an unmodified opinion on the consolidated financial statements[361](index=361&type=chunk) - "Revenue from Gaming Operations" was identified as a key audit matter due to its materiality and significant proportion of the Group's total revenue, with audit procedures including understanding and testing relevant internal controls, performing analytical reviews, and tracing samples of transactions[365](index=365&type=chunk)[366](index=366&type=chunk) [Consolidated Financial Statements](index=101&type=section&id=%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E5%A0%B1%E8%A1%A8) This section presents the Group's consolidated financial statements, including the statement of profit or loss, financial position, cash flows, and detailed notes, reflecting a significant loss in 2023 driven by impairment and fair value losses [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=101&type=section&id=%E7%B6%9C%E5%90%88%E6%90%8D%E7%9B%8A%E5%8F%8A%E5%85%B6%E4%BB%96%E5%85%A8%E9%9D%A2%E6%94%B6%E7%9B%8A%E8%A1%A8) The Group's total revenue in 2023 was **HKD 369 million**, similar to the prior year, but significant impairment and fair value losses resulted in a pre-tax loss of **HKD 844 million** and a loss attributable to owners of **HKD 740 million**, with basic loss per share of **16.41 HK cents** 2023 Consolidated Statement of Profit or Loss Summary (HKD thousand) | Item | 2023 | 2022 | | :--- | :--- | :--- | | **Revenue from Gaming and Hotel Operations** | 369,127 | 372,306 | | **Other Gains and Losses** | (818,453) | 23,851 | | **Fair Value Loss on Derivative Financial Instruments** | (169,022) | (141,912) | | **(Loss)/Profit Before Tax** | (844,232) | 13,336 | | **(Loss)/Profit Attributable to Owners of the Company** | (739,964) | 11,847 | | **Basic (Loss)/Earnings Per Share (HK cents)** | (16.41) | 0.26 | [Consolidated Statement of Financial Position](index=103&type=section&id=%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E7%8B%80%E6%B3%81%E8%A1%A8) As of year-end 2023, total assets decreased to **HKD 3.087 billion** due to impairment of property, operating rights, and equipment, while total liabilities increased to **HKD 465 million** primarily from new financial guarantee contract liabilities, leading to a decrease in total equity to **HKD 2.622 billion** 2023 Consolidated Statement of Financial Position Summary (HKD thousand) | Item | 2023 | 2022 | | :--- | :--- | :--- | | **Non-current Assets** | 2,497,489 | 2,777,543 | | *of which: Property, Operating Rights and Equipment* | 885,524 | 1,115,134 | | *of which: Derivative Financial Instruments* | 1,444,032 | 1,610,994 | | **Current Assets** | 589,490 | 956,952 | | **Total Assets** | **3,086,979** | **3,734,495** | | **Current Liabilities** | 417,720 | 55,262 | | *of which: Financial Guarantee Contracts* | 304,834 | – | | **Non-current Liabilities** | 46,974 | 185,024 | | **Total Liabilities** | **464,694** | **240,286** | | **Total Equity** | **2,622,285** | **3,494,209** | [Consolidated Statement of Cash Flows](index=106&type=section&id=%E7%B6%9C%E5%90%88%E7%8F%BE%E9%87%91%E6%B5%81%E9%87%8F%E8%A1%A8) In 2023, the Group generated **HKD 86.07 million** from operating activities, but investing activities resulted in a net outflow of **HKD 438 million** due to acquisitions and loans, and financing activities used **HKD 89.91 million**, leading to a net decrease in cash and cash equivalents of **HKD 442 million**, ending the year with **HKD 339 million** 2023 Consolidated Statement of Cash Flows Summary (HKD thousand) | Item | 2023 | 2022 | | :--- | :--- | :--- | | **Net Cash Generated from Operating Activities** | 86,068 | 85,825 | | **Net Cash (Used in)/Generated from Investing Activities** | (437,987) | 106,575 | | **Net Cash Used in Financing Activities** | (89,905) | (24,701) | | **Net (Decrease)/Increase in Cash and Cash Equivalents** | (441,824) | 167,699 | | **Cash and Cash Equivalents at Beginning of Year** | 831,861 | 606,575 | | **Cash and Cash Equivalents at End of Year** | 339,466 | 831,861 | [Notes to the Consolidated Financial Statements](index=108&type=section&id=%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E5%A0%B1%E8%A1%A8%E9%99%84%E6%B3%A8) The notes provide detailed explanations of the Group's financial performance, including a **HKD 483 million** impairment loss on Tigre de Cristal assets due to the Russia-Ukraine conflict and project suspension, a **HKD 305 million** expected credit loss on financial guarantees for Suntrust, and a **HKD 169 million** fair value loss on Suntrust convertible bonds - **Impairment of Property, Operating Rights and Equipment (Note 17)**: Due to factors such as the suspension of Tigre de Cristal Phase II development and the Russia-Ukraine conflict, the Group conducted impairment tests on related cash-generating units, recognizing an impairment loss of approximately **HKD 483.1 million**[514](index=514&type=chunk) - **Financial Guarantee Contracts (Note 29)**: The Group provided financial guarantees to support fellow subsidiary Suntrust in obtaining bank financing, resulting in the recognition of an expected credit loss of approximately **HKD 304.8 million** as of year-end[548](index=548&type=chunk)[549](index=549&type=chunk) - **Derivative Financial Instruments (Note 21)**: The Group's convertible bonds in Suntrust are classified as derivative financial instruments measured at fair value, with a fair value loss of approximately **HKD 169 million** recorded for the year. Due to the instrument being pledged and conversion rights restricted, its valuation method changed from equity allocation to discounted cash flow[521](index=521&type=chunk)[530](index=530&type=chunk)[531](index=531&type=chunk) - **Related Party Transactions (Note 40)**: Detailed disclosures of significant transactions with controlling shareholder LET and fellow subsidiary Suntrust, including interest income, loans, and guarantees[599](index=599&type=chunk)[601](index=601&type=chunk) [Five-Year Summary](index=177&type=section&id=%E4%BA%94%E5%B9%B4%E6%A6%82%E8%A6%81) This section provides a five-year overview of the Group's key financial performance indicators, including revenue, profit/loss attributable to owners, total assets, total liabilities, and equity attributable to owners Five-Year Financial Summary (HKD thousand) | Item | 2019 | 2020 | 2021 | 2022 | 2023 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Revenue** | 532,816 | 211,238 | 265,519 | 372,306 | 369,127 | | **Profit/(Loss) Attributable to Owners of the Company** | 81,998 | 10,018 | (229,988) | 11,847 | (739,964) | | **Total Assets** | 2,372,928 | 3,977,883 | 3,722,720 | 3,734,495 | 3,086,979 | | **Total Liabilities** | (336,515) | (240,970) | (259,455) | (240,286) | (464,694) | | **Equity Attributable to Owners of the Company** | 1,644,388 | 3,398,275 | 3,168,449 | 3,180,359 | 2,438,317 |

[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)

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） 截至二零二四年十二月三十一日止年度之 綜合損益及其他全面收益表 截至二零二四年十二月三十一日止年度 | 二零二四年 二零二三年 | | | | | | --- | --- | --- | --- | --- | | 附 註 港幣千元 港幣千元 | | | | | | 博彩及酒店業務之收益 5 414,505 369,127 | | | | | | 其他收入 6 144,286 125,681 | | | | | | 其他收益及虧損 7 (124,557) (818,453) | | | | | | (7,049) (5,913) | | | | 博彩稅 | | 已消耗之存貨 (19,923) (17,079) | | | | ...

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 ...