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分內容而 產生或因倚賴該等內容而引致之任何損失承擔任何責任。 KAI YUAN HOLDINGS LIMITED 開源控股有限公司 （於百慕達註冊成立之有限公司） （股份代號：1215） 董事會會議通告 開源控股有限公司（「本公司」）董事會（「董事會」）宣佈，董事會會議將於二零二五年 八月二十九日（星期五）假香港灣仔告士打道178號華懋世紀廣場28樓舉行，旨在（其中包 括）批准本公司及其附屬公司截止二零二五年六月三十日止六個月的中期業績及考慮派發 中期股息（如有）。 承董事會命 開源控股有限公司 執行董事 羅永志 香港，二零二五年八月十八日 於本公告日期，董事會由執行董事薛健先生及羅永志先生；以及獨立非執行董事譚新榮 先生、吳志彬先生、賀弋先生及郭佩霞女士組成。 ...

开源控股(01215)发布公告，集团预期于截至2025年6月30日止六个月取得公司拥有人应占亏损不少于约 9996万港元，而截至2024年6月30日止六个月则取得溢利约793万港元。 中期期间由盈转亏主要由于(i)Paris Marriott Hotel Champs-lysées部分区域关闭进行装修，导致其贡献的 收入减少，以致酒店经营分部取得毛亏约1014万港元;(ii)与联营公司已抵押予集团的在建工程资产有关 的未偿还金额增加，以及该联营公司进行重组，导致取得联营公司的贷款的减值拨备约6366万港元;(iii) 由于2024年续期的1.75亿欧罗银行贷款利率上升，导致中期期间融资成本增加;(iv)由于银行存款利率下 降，其他收入及收益减少。 ...

–1– 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分內容而 產生或因倚賴該等內容而引致之任何損失承擔任何責任。 KAI YUAN HOLDINGS LIMITED 開源控股有限公司 （於百慕達註冊成立之有限公司） （股份代號：1215） 盈利警告 本公告乃開源控股有限公司（「本公司」，連同其附屬公司統稱「本集團」）根據香港聯合 交易所有限公司證券上市規則（「上市規則」）第13.09(2)條以及香港法例第571章證券及期 貨條例第XIVA部內幕消息條文作出。 本公司董事會（「董事會」）謹此通知本公司股東（「股東」）及潛在投資者，根據本集團最 近期之未經審核綜合管理賬目之初步評估及本公司目前可得資料，本集團預期於截至二 零二五年六月三十日止六個月（「中期期間」）錄得本公司擁有人應佔虧損不少於約 99,960,000港元，而截至二零二四年六月三十日止六個月則錄得溢利約7,930,000港元。 中期期間由盈轉虧主要由於(i) Paris Marriott Hotel Champs-Élysées部分區域關閉進行裝 ...

致：香港交易及結算所有限公司 公司名稱: 開源控股有限公司 股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 | | | 呈交日期: 2025年8月1日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 01215 | 說明 | 開源控股有限公司 | | | | | | | | | 法定/註冊股份數目 | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 20,000,000,000 HKD | | 0.1 | HKD | | 2,000,000,000 | | 增加 / 減少 (-) | | | | | | HKD | | | | 本月底結存 | | | 20,000,000,000 HKD | | 0.1 | HKD | | 2,000,000,000 | 本月底法定/註冊股本總額： HKD 2,000,000,000 第 ...

Financial Performance - The Group recorded a profit of approximately HK$35.8 million for the year ended 31 December 2024, a turnaround from a loss of approximately HK$2.4 million for the preceding year[12]. - Revenue from the hotel operation segment increased by approximately 10.2% to approximately HK$323.5 million, compared to approximately HK$293.6 million for the preceding year[13]. - Gross profit from the hotel operation segment was approximately HK$86.7 million for the year, up from approximately HK$70.5 million in the preceding year[12]. - The Group's revenue for the year ended 31 December 2024 was approximately HK$323.5 million, representing an increase of approximately 10.2% from HK$293.6 million in the preceding year[26]. - The profit attributable to owners of the Company for the year was approximately HK$35.8 million, a turnaround from a loss of approximately HK$2.4 million in the preceding year[33]. - The hotel segment recorded a profit of approximately HK$21.6 million for the year, compared to HK$9.0 million in the previous year, primarily due to increased revenue and gross profit[47]. Impairment and Provisions - The Group reversed a provision for impairment on Convertible Bonds of approximately HK$12.0 million due to full repayment during the year[12]. - No provision for impairment on the loan to an associate was recorded during the year, compared to approximately HK$8.2 million in the preceding year[14]. - The Group did not record any provision for impairment on a loan to an associate during the year, compared to approximately HK$8.2 million in the preceding year[27]. - The Group reversed all provisions for impairment on matured convertible bonds amounting to approximately HK$12.0 million during the year[28]. - The Group has no impairment provision for the loan to the associate this year, compared to an impairment provision of approximately HK$8.2 million in 2023[54]. Taxation and Interest Income - The Group's income tax provision increased to approximately HK$13.2 million from approximately HK$3.3 million in the preceding year[12]. - The Group recorded interest income of approximately HK$6.5 million from Convertible Bonds, down from HK$7.8 million in the preceding year[20]. - The Group received approximately HK$6.5 million in interest from convertible bonds during the year, down from HK$7.8 million in 2023[59]. Hotel Operations and Renovations - The outlook for the Paris Marriott Hotel is challenging due to increased hotel supply and high consumer prices in France, but renovations expected to be completed in 2025 may boost performance[21]. - The Board will closely monitor the renovation progress of the Paris Marriott Hotel throughout the next year[21]. - A renovation agreement for the Paris Marriott Hotel was signed, with renovation works scheduled from January to December 2025[42]. - The renovation will include the refurbishment of 112 rooms and replacement of air conditioning systems, among other improvements[44]. - The Paris Marriott Hotel achieved an occupancy rate of 82.2% in 2024, up from 76.2% in 2023, and the average room rate increased to €575 from €570[49]. - The Paris Marriott Hotel's revenue increase was significantly driven by the Paris 2024 Summer Olympics, which attracted more visitors to the city[39]. Assets and Liabilities - Total non-current assets decreased by approximately 8.0% to approximately HK$2,253.4 million as at 31 December 2024, primarily due to depreciation of Euro against Hong Kong Dollar[34]. - Total current liabilities decreased by approximately 94.8% to approximately HK$82.5 million as at 31 December 2024, mainly due to the reclassification of a €175 million bank loan to non-current liabilities[35]. - As of December 31, 2024, total assets and net assets of the Group were approximately HK$3,468.0 million and HK$1,871.7 million, respectively, compared to HK$3,668.0 million and HK$1,927.8 million as of December 31, 2023[71]. - The Group's cash and bank balance as of December 31, 2024, was approximately HK$994.5 million, an increase from approximately HK$884.2 million as of December 31, 2023[71]. - The Group had net current assets of approximately HK$1,132.1 million as of December 31, 2024, compared to net current liabilities of approximately HK$376.8 million as of December 31, 2023[71]. - The Group's outstanding bank loans and other borrowings amounted to approximately HK$1,379.1 million as of December 31, 2024, down from approximately HK$1,502.7 million as of December 31, 2023[71]. - The Group's gearing ratio was approximately 39.8% as of December 31, 2024, compared to approximately 41.0% as of December 31, 2023[71]. Corporate Governance - The Company has complied with the corporate governance code provisions throughout the year ended December 31, 2024, with specific deviations noted[104]. - The Board is responsible for formulating strategic business development and monitoring the Group's business performance[114]. - The Company has adopted a code of conduct for Directors' securities transactions that meets the standards of the Model Code[108]. - The Board held meetings to discuss various issues for the year ended December 31, 2024, ensuring effective governance[118]. - The Company will continue to monitor and revise its corporate governance policies to meet shareholder expectations[105]. - The audit committee, remuneration committee, and nomination committee are established to enhance corporate governance practices[111]. - The Company has arranged appropriate insurance cover for Directors' and officers' liabilities arising from corporate activities[118]. - The Board will review the delegation of powers to management periodically to ensure alignment with the Group's needs[115]. - The Board held a total of fifteen meetings, one annual general meeting, and one special general meeting for the year ended December 31, 2024[121]. - The attendance rate for Board meetings was high, with key members attending 12 out of 13 meetings[122]. - The Company reviewed the internal control system and risk management during the year[123]. - The Board discussed the renewal of a EUR175 million bank loan[123]. - The Company is committed to continuous professional development for Directors, with all Directors participating in training sessions[132]. - The Directors acknowledged their responsibility for the preparation of financial statements and reported no material uncertainties affecting the Group's ability to continue as a going concern[133]. - The Chairman and Chief Executive Officer roles are clearly divided, with the Chairman providing leadership for the Board[134]. - The Company received written annual confirmations of independence from all four independent non-executive Directors[125]. - The Board met the requirements of the Listing Rules regarding the appointment of independent non-executive Directors[124]. - The Company proposed the re-appointment of Ernst & Young as auditors and discussed their remuneration for the annual audit[123]. - The Board comprises six Directors, with approximately 83% male representation and 17% female representation as of the report date[142]. Audit and Internal Control - The Audit Committee met four times during the year to discuss and approve interim and annual results, ensuring effective internal control procedures[155]. - The Audit Committee's attendance record for the year ended December 31, 2024, was 100% for all members[156]. - The Audit Committee is responsible for reviewing the integrity of the Company's annual and half-year reports, focusing on significant financial judgments[153]. - The Audit Committee discussed the sufficiency and efficiency of risk management and internal control systems during its meetings[159]. - The Company has adopted a board diversity policy to enhance performance quality and maintain high corporate governance standards[139]. - The Audit Committee reviewed the appointment and remuneration of external auditors, ensuring their independence and effectiveness[158]. - An independent internal control consultant conducts an annual review of the Group's risk management and internal control systems[200]. - No significant issues were identified regarding the adequacy or effectiveness of the Group's risk management and internal control systems[200]. Employee and Remuneration - The total employee remuneration during the Year was approximately HK$8.2 million, an increase from approximately HK$7.9 million in the previous year[81]. - As of December 31, 2024, the group had a total of 9 employees, an increase from 6 employees as of December 31, 2023[86]. - Total employee compensation for the year was approximately HKD 8,200,000, compared to approximately HKD 7,900,000 for the previous year[86]. - Approximately 67% of the total workforce were male, reflecting the Company's ongoing commitment to diversity initiatives[144]. - The Remuneration Committee consists of one executive Director and four independent non-executive Directors, with meetings held to assess the performance of executive Directors and discuss remuneration packages[162][168]. - The Remuneration Committee held two meetings in the year ended December 31, 2024, with attendance rates of 100% for some members[167][168]. - The Remuneration Committee reviews and approves performance-based remuneration in line with corporate goals and objectives[163][166]. - The Company ensures that no Director is involved in deciding their own remuneration, maintaining fairness and transparency[166]. Nomination and Board Diversity - The Nomination Committee is responsible for reviewing the structure, size, and composition of the Board, and making recommendations for changes as necessary[172][175]. - The Company has adopted a nomination policy that considers the current and future business model, challenges, and required skill sets of candidates for Board membership[174]. - The Nomination Committee must meet at least once a year and when necessary, to evaluate new nominees and assess the qualifications of Directors[172][173]. - The Nomination Committee evaluates candidates based on experience, professional knowledge, integrity, and time commitment[173][175]. - The Nomination Committee held two meetings during the year ended December 31, 2024, with full attendance from all members[178]. - The committee reviewed the composition of the Board and discussed the policy for the nomination of Directors[178]. - The Company recognizes the importance of board diversity as a competitive advantage and will continue efforts to increase female representation[143]. - The Company emphasizes board diversity and reviews its diversity policy annually to set measurable objectives[174]. Shareholder Engagement - The Company maintains ongoing dialogue with Shareholders to protect their interests and encourage participation in meetings[181]. - Shareholders holding at least 10% of voting rights can requisition a special general meeting[184]. - The Company Secretary is responsible for forwarding Shareholders' enquiries to the Board[188]. External Auditors - Ernst & Young provided various services to the Group, including annual audit and interim review for the year ended December 31, 2024[196]. - Ernst & Young provided audit services amounting to HK$2,838,000 for the year ending December 31, 2024[199]. - The Group engaged Ernst & Young for taxation services totaling HK$141,000[199]. - Professional consulting services from Ernst & Young were valued at HK$1,200,000[199]. - Other professional services rendered by Ernst & Young amounted to HK$300,000[199].

Financial Performance - For the fiscal year ending December 31, 2024, the company reported total revenue of HKD 323,454,000, an increase of 10.1% from HKD 293,620,000 in the previous year[3] - Gross profit for the same period was HKD 86,690,000, representing a 23.0% increase compared to HKD 70,493,000 in the prior year[3] - The company achieved a net profit of HKD 35,848,000, a significant turnaround from a net loss of HKD 2,397,000 in the previous year[3] - Basic earnings per share improved to HKD 0.28, compared to a loss per share of HKD 0.02 in the previous year[3] - Total adjusted profit before tax for the group was HKD 49,087,000 in 2024, a substantial increase from HKD 861,000 in 2023[22] - The group's profit before tax for 2024 was HKD 35,848,000, compared to a loss of HKD 2,397,000 in 2023[37] - The group recorded a profit of approximately HKD 35.8 million for the year, compared to a loss of about HKD 2.4 million in the previous year, mainly attributed to increased revenue and gross profit from the Paris Marriott Hotel[47] Assets and Liabilities - Total assets decreased to HKD 3,467,963,000 from HKD 3,668,046,000, reflecting a decline of 5.5%[6] - Current liabilities significantly reduced to HKD 82,472,000 from HKD 1,594,944,000, indicating a decrease of 94.8%[5] - The company's net asset value stood at HKD 1,871,661,000, down from HKD 1,927,822,000, a decline of 2.9%[6] - Non-current liabilities increased to HKD 1,513,830,000 from HKD 145,280,000, a substantial rise of 940.5%[6] - The total value of non-current assets as of December 31, 2024, was approximately HKD 2,253.4 million, a decrease of about 8.0% from HKD 2,449.9 million as of December 31, 2023, primarily due to the depreciation of the Euro against the HKD[48] - The total current liabilities as of December 31, 2024, were approximately HKD 82.5 million, a significant decrease of about 94.8% from HKD 1,594.9 million as of December 31, 2023, due to the reclassification of a EUR 175 million bank loan from current to non-current liabilities[49] Revenue Segments - The hotel operations segment reported a profit of HKD 21,616,000 for 2024, compared to HKD 8,956,000 in 2023, indicating a significant increase of 141.5%[22] - The financing segment incurred a loss of HKD 1,009,000 in 2024, slightly improved from a loss of HKD 993,000 in 2023[22] - The hotel operating segment generated revenue of approximately HKD 323.5 million, an increase of about 10.2% from the previous year's HKD 293.6 million, driven by the Paris Marriott Hotel's performance during the Olympics[50] Cash and Investments - The company reported cash and cash equivalents of HKD 994,466,000, up from HKD 884,192,000, an increase of 12.5%[5] - The group's cash and bank balances as of December 31, 2024, were approximately HKD 994,500,000, an increase from HKD 884,200,000 in the previous year[65] - The group recorded interest from convertible bonds of approximately HKD 6,500,000 for the year, down from HKD 7,800,000 in 2023[59] Corporate Structure and Governance - The company is primarily engaged in investment holding and operates in the hotel management and financing sectors[8] - The company has a total of 10 subsidiaries, with significant investments in various regions including Hong Kong, Luxembourg, and France[9][10] - The company has adopted revised Hong Kong Financial Reporting Standards, which will not significantly impact its financial position or performance for the current and prior years[15] - The financial statements are prepared in accordance with Hong Kong Financial Reporting Standards and presented in HKD, rounded to the nearest thousand[11] - The company maintains control over its subsidiaries based on voting rights and other contractual arrangements[12][14] - The group has not applied new or revised Hong Kong Financial Reporting Standards that have been issued but are not yet effective[16] - The company has established a remuneration committee to propose compensation policies for all directors and senior management[78] - The company has complied with the corporate governance code, with some deviations noted, including the absence of a chairman[74][75] - The group has no plans for the purchase, redemption, or sale of its listed securities during the year[73] Operational Highlights - The Paris Marriott Hotel recorded a profit of approximately HKD 21,600,000 for the year, up from HKD 9,000,000 in the previous year, primarily due to increased revenue and gross profit[53] - The occupancy rate for the Paris Marriott Hotel increased to 82.2% in 2024 from 76.2% in 2023, with average room rates rising to €575 from €570[55] - A renovation agreement was established for the Paris Marriott Hotel, with renovations scheduled for January to December 2025, including updates to 112 guest rooms and various infrastructure improvements[52] - The board is closely monitoring the progress of the renovation project at the Paris Marriott Hotel[61] Tax and Expenses - The income tax expense for 2024 was HKD 13,239,000, significantly higher than HKD 3,258,000 in 2023, indicating a substantial increase in tax liabilities[32] - The hotel operating costs increased to HKD 194,297,000 in 2024 from HKD 179,010,000 in 2023, representing an increase of approximately 8.5%[29] - The depreciation of property, plant, and equipment was HKD 42,425,000 in 2024, slightly down from HKD 44,035,000 in 2023[29] Risk Management - The group did not enter into any forward contracts to hedge foreign exchange risks for the year ending December 31, 2024[69] - The expected credit loss for accounts receivable was minimal, as all accounts were not overdue, reflecting a stable credit risk profile[42] - The mortgage loan market in Hong Kong is expected to remain challenging and competitive, with the board exercising caution in its mortgage lending operations[62] Other Information - The group did not recommend any dividend payments for the current year, consistent with the previous year[34] - The group had no contingent liabilities as of December 31, 2024[70] - The audit committee expressed satisfaction with the internal control procedures and financial reporting disclosures for the year ending December 31, 2024[76]

[Corporate Information](index=2&type=section&id=Corporate%20information) This section provides fundamental company details, including board composition, key personnel, and auditor information - The report provides basic company information, including board members, committee structures, company secretary, stock code (**1215**), principal registered office, and auditor (**Ernst & Young**)[2](index=2&type=chunk)[3](index=3&type=chunk) [Report on Review of Interim Condensed Consolidated Financial Information](index=4&type=section&id=Report%20on%20review%20of%20interim%20condensed%20consolidated%20financial%20information) Ernst & Young reviewed the interim financial information for the six months ended June 30, 2024, without expressing an audit opinion, concluding no material misstatements - Auditor Ernst & Young reviewed the company's interim financial information for the six months ended June 30, 2024, in accordance with Hong Kong Standard on Review Engagements 2410, without expressing an audit opinion[4](index=4&type=chunk)[6](index=6&type=chunk) - The auditor found no matters suggesting the interim financial information was not prepared in all material respects in accordance with Hong Kong Accounting Standard 34[7](index=7&type=chunk) [Interim Condensed Consolidated Financial Statements](index=6&type=section&id=Interim%20condensed%20consolidated%20financial%20statements) This section presents the company's interim condensed consolidated financial statements, detailing its financial performance and position [Interim Condensed Consolidated Statement of Profit or Loss](index=6&type=section&id=Interim%20condensed%20consolidated%20statement%20of%20profit%20or%20loss) The company achieved a turnaround in the first half of 2024, reporting a profit of approximately **HKD 7.9 million**, driven by increased hotel revenue and reduced finance costs Interim Condensed Consolidated Statement of Profit or Loss (HKD thousands) | Indicator | H1 2024 (HKD thousands) | H1 2023 (HKD thousands) | YoY Change | | :--- | :--- | :--- | :--- | | **Revenue** | 143,797 | 135,076 | +6.5% | | **Gross Profit** | 30,849 | 30,767 | +0.3% | | **Profit/(Loss) Before Tax** | 9,544 | (1,402) | Turnaround to profit | | **Profit/(Loss) for the Period** | 7,925 | (1,169) | Turnaround to profit | | **Basic Earnings/(Loss) Per Share** | 0.06 HK cents | (0.01) HK cents | Turnaround to profit | [Interim Condensed Consolidated Statement of Comprehensive Income](index=7&type=section&id=Interim%20condensed%20consolidated%20statement%20of%20comprehensive%20income) The company reported a total comprehensive loss of approximately **HKD 38.3 million** in the first half of 2024, primarily due to other comprehensive losses Interim Condensed Consolidated Statement of Comprehensive Income (HKD thousands) | Indicator | H1 2024 (HKD thousands) | H1 2023 (HKD thousands) | | :--- | :--- | :--- | | **Profit/(Loss) for the Period** | 7,925 | (1,169) | | **Other Comprehensive (Loss)/Income for the Period** | (46,272) | 5,522 | | **Total Comprehensive (Loss)/Income for the Period** | (38,347) | 4,353 | [Interim Condensed Consolidated Statement of Financial Position](index=8&type=section&id=Interim%20condensed%20consolidated%20statement%20of%20financial%20position) As of June 30, 2024, total assets were approximately **HKD 3.6 billion** and net assets were approximately **HKD 1.89 billion**, with a net current liability position of **HKD 332 million** Interim Condensed Consolidated Statement of Financial Position (HKD thousands) | Indicator | June 30, 2024 (HKD thousands) | December 31, 2023 (HKD thousands) | | :--- | :--- | :--- | | **Total Non-Current Assets** | 2,360,873 | 2,449,946 | | **Total Current Assets** | 1,239,134 | 1,218,100 | | **Total Assets** | 3,600,007 | 3,668,046 | | **Total Current Liabilities** | 1,570,731 | 1,594,944 | | **Net Current Liabilities** | (331,597) | (376,884) | | **Net Assets** | 1,889,475 | 1,927,822 | | **Total Equity** | 1,889,475 | 1,927,822 | [Interim Condensed Consolidated Statement of Changes in Equity](index=10&type=section&id=Interim%20condensed%20consolidated%20statement%20of%20changes%20in%20equity) Total equity decreased to **HKD 1.89 billion** by June 30, 2024, primarily due to other comprehensive losses from cash flow hedges and foreign currency translation - Total equity decreased by **HKD 38.3 million** in the first half of 2024, primarily due to a **HKD 17.6 million** cash flow hedge loss and a **HKD 28.6 million** exchange difference loss, partially offset by a **HKD 7.9 million** profit for the period[16](index=16&type=chunk) [Interim Condensed Consolidated Statement of Cash Flows](index=11&type=section&id=Interim%20condensed%20consolidated%20statement%20of%20cash%20flows) The company generated **HKD 59.1 million** in net cash from operating activities in H1 2024, with cash and cash equivalents increasing to **HKD 938 million** Interim Condensed Consolidated Statement of Cash Flows (HKD thousands) | Indicator | H1 2024 (HKD thousands) | H1 2023 (HKD thousands) | | :--- | :--- | :--- | | **Net Cash Flows from Operating Activities** | 59,109 | 53,385 | | **Net Cash Flows from Investing Activities** | 21,078 | 126,966 | | **Net Cash Flows Used in Financing Activities** | (17,433) | (34,788) | | **Net Increase in Cash and Cash Equivalents** | 62,754 | 145,563 | | **Cash and Cash Equivalents at End of Period** | 938,253 | 853,232 | [Notes to the Interim Condensed Consolidated Financial Information](index=13&type=section&id=Notes%20to%20the%20interim%20condensed%20consolidated%20financial%20information) This section provides detailed notes on the financial statements, covering preparation basis, segment data, revenue, borrowings, and related party transactions [2.1 Basis of Preparation](index=13&type=section&id=2.1%20BASIS%20OF%20PREPARATION) Despite **HKD 332 million** in net current liabilities, management believes the company can continue as a going concern due to sufficient cash, shareholder support, and expected loan renewal - Despite **HKD 331.6 million** in net current liabilities, management believes the company can prepare financial statements on a going concern basis, supported by **HKD 938 million** in cash, a major shareholder's financial support commitment, and expected renewal of a **EUR 175 million** bank loan due in October 2024[20](index=20&type=chunk)[21](index=21&type=chunk)[23](index=23&type=chunk) [3. Segment Information](index=15&type=section&id=3.%20SEGMENT%20INFORMATION) The company operates two main segments: hotel operations and financing business, with all revenue from the hotel segment, which turned profitable in H1 2024 Segment Performance (HKD thousands) | Segment | H1 2024 Revenue (HKD thousands) | H1 2024 Segment Profit/(Loss) (HKD thousands) | H1 2023 Segment Profit/(Loss) (HKD thousands) | | :--- | :--- | :--- | :--- | | **Hotel Operations** | 143,797 | 3,801 | (2,609) | | **Financing Business** | – | (467) | (504) | | **Total** | 143,797 | 3,334 | (3,113) | [4. Revenue, Other Income and Gains](index=17&type=section&id=4.%20REVENUE,%20OTHER%20INCOME%20AND%20GAINS) Total revenue for H1 2024 was **HKD 143.8 million**, entirely from French hotel services, with accommodation contributing **HKD 123.5 million** and F&B **HKD 17.4 million** Revenue Breakdown (HKD thousands) | Revenue Type | H1 2024 (HKD thousands) | H1 2023 (HKD thousands) | | :--- | :--- | :--- | | Provision of Accommodation Services | 123,481 | 117,288 | | Provision of Food and Beverage Services | 17,392 | 15,136 | | Other Services | 2,924 | 2,652 | | **Total Revenue from Contracts with Customers** | **143,797** | **135,076** | [12. Interest-Bearing Bank Borrowings](index=23&type=section&id=12.%20INTEREST-BEARING%20BANK%20BORROWINGS) A **EUR 175 million** bank loan, secured by hotel properties, is due on October 14, 2024, with its floating interest rate hedged to fixed via swap contracts - A critical bank loan of **EUR 175 million**, secured by the Group's hotel properties, is due on October 14, 2024[42](index=42&type=chunk) - The company uses interest rate swap contracts to hedge the loan's interest rate risk, converting the floating rate (**EURIBOR + 2.2%**) to a fixed rate (**0.19% + 2.2%**)[42](index=42&type=chunk)[43](index=43&type=chunk) [16. Related Party Transactions and Balances](index=27&type=section&id=16.%20RELATED%20PARTY%20TRANSACTIONS%20AND%20BALANCES) The company provided a loan to an associate, with a net balance of approximately **HKD 107 million** after impairment, and recognized an impairment loss of **HKD 1.5 million** this period - As of June 30, 2024, the outstanding loan balance to an associate was **HKD 106.8 million** (after an impairment provision of **HKD 105 million**)[54](index=54&type=chunk) - An impairment loss of **HKD 1.544 million** was recognized on this loan during the period, compared to **HKD 3.515 million** in the prior period[53](index=53&type=chunk) [Management Discussion and Analysis](index=29&type=section&id=Management%20discussion%20and%20analysis) This section provides management's review of business performance, future outlook, and liquidity, highlighting key operational and financial developments [Business Review](index=29&type=section&id=BUSINESS%20REVIEW) In H1 2024, the Group's total revenue grew by **6.5%** to **HKD 143.8 million**, achieving a net profit of **HKD 7.9 million** due to improved hotel performance and reduced costs - The Group turned from a **HKD 1.2 million** loss in the prior period to a **HKD 7.9 million** profit this period, primarily due to increased other income and gains, reduced finance costs from **HKD 24.9 million** to **HKD 20.8 million**, and lower expected credit loss provisions on associate loans from **HKD 3.5 million** to **HKD 1.5 million**[60](index=60&type=chunk) [Hotel Operation](index=31&type=section&id=Hotel%20Operation) Hotel operations revenue increased by **6.5%** to **HKD 143.8 million**, turning a **HKD 2.6 million** loss into a **HKD 3.8 million** profit, driven by Paris tourism recovery and Olympic effects Hotel Operating Metrics | Operating Metric | H1 2024 | H1 2023 | | :--- | :--- | :--- | | **Occupancy** | 78.9% | 72.9% | | **Average Room Rate** | €545 | €559 | | **RevPAR** | €430 | €408 | [Equity Investment and Other Investment](index=32&type=section&id=Equity%20Investment%20and%20Other%20Investment) The company is managing two investment recovery matters, including a loan to an associate in pre-restructuring and a **HKD 97.8 million** convertible bond with **HKD 35 million** already recovered - The pledged assets related to the loan to an associate are undergoing court-approved pre-restructuring procedures, with the company awaiting further developments[69](index=69&type=chunk) - A settlement agreement has been reached for the matured convertible bonds (**HKD 97.8 million** principal), with **HKD 35 million** recovered to date and **HKD 62.8 million** outstanding[71](index=71&type=chunk)[72](index=72&type=chunk) [Prospects](index=33&type=section&id=PROSPECTS) The company faces challenges from inflation and geopolitics while planning hotel renovations, negotiating the **EUR 175 million** loan renewal, and exploring new business investment opportunities - A core task involves negotiating the renewal of the **EUR 175 million** bank loan due in October 2024[73](index=73&type=chunk) - The Board is reviewing a proposal for Phase II renovation of the remaining hotel rooms and internal facilities at the Paris Marriott Hotel[73](index=73&type=chunk) - The Board will continue to review its asset portfolio and explore investment opportunities in new business segments to enhance shareholder returns[73](index=73&type=chunk) [Liquidity and Financial Resources](index=35&type=section&id=LIQUIDITY%20AND%20FINANCIAL%20RESOURCES) As of June 30, 2024, the Group held **HKD 938 million** in cash, with **HKD 332 million** in net current liabilities and a debt-to-asset ratio of **40.4%** Liquidity and Financial Resources | Indicator | June 30, 2024 | December 31, 2023 | | :--- | :--- | :--- | | **Cash and Bank Balances** | Approx. HKD 938 million | Approx. HKD 884 million | | **Net Current Liabilities** | Approx. HKD 332 million | Approx. HKD 377 million | | **Debt-to-Asset Ratio** | 40.4% | 41.0% | [Shareholding and Corporate Governance](index=36&type=section&id=Shareholding%20and%20Corporate%20Governance) This section details major shareholder interests, the share option scheme, and the company's corporate governance practices and compliance [Persons Holding 5% or More Interests in Shares and Underlying Shares](index=36&type=section&id=PERSONS%20HOLDING%205%25%20OR%20MORE%20INTERESTS%20IN%20SHARES%20AND%20UNDERLYING%20SHARES) The report lists major shareholders holding **5%** or more of the company's shares, including Mr. Sun Yongfeng, Jia Liang Investment, and Mr. Zhang Heyi Major Shareholder Interests | Shareholder Name | Shareholding Percentage | | :--- | :--- | | Mr. Sun Yongfeng and his spouse Ms. Meng Ya | 15.65% | | Jia Liang Investment Limited | 14.61% | | Mr. Zhang Heyi | 10.96% | | Mr. Hu Yishi | 10.17% | | Ms. Lu Xiaomei | 5.89% | | Mr. Du Shuanghua | 5.54% | [Share Option Scheme](index=37&type=section&id=SHARE%20OPTION%20SCHEME) A new 10-year share option scheme was adopted in 2022, with no options granted or exercised to date, and **10%** of issued shares available for issuance - No share options have been granted since the 2022 share option scheme became effective, with the total number of shares available for issuance under the scheme representing **10%** of the company's issued shares[51](index=51&type=chunk)[52](index=52&type=chunk)[83](index=83&type=chunk) [Corporate Governance Report](index=38&type=section&id=CORPORATE%20GOVERNANCE%20REPORT) The company generally complies with corporate governance codes, with a noted deviation being the absence of a Chairman, whose duties are shared by executive directors - The company deviated from Corporate Governance Code provisions C.2.1 and F.2.2 during the reporting period, primarily due to the absence of a Chairman position[84](index=84&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 任何部分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。 KAI YUAN HOLDINGS LIMITED 開源控股有限公司 （於百慕達註冊成立之有限公司） （股份代號：1215） 截至二零二四年六月三十日止六個月之 中期業績公告 業 績 開源控股有限公司（「本公司」）董 事（「董 事」）會（「董事會」）欣然公佈，本公司及其附 屬公司（「本集團」）截至二零二四年六月三十日止六個月（「本期間」）之中期業績， 連同去年同期之比較數字如下： – 1 – 簡明綜合中期損益表 截至二零二四年六月三十日止六個月 | --- | --- | --- | --- | |--------------------------------------------|---------|------------------------------------------------------|---------------------------| | | | 截至六月三十日止六個月 ...

Financial Performance - The Group recorded a loss of approximately HK$2.4 million for the year ended December 31, 2023, a significant reduction from a loss of approximately HK$41.1 million for the preceding year, primarily due to increased revenue and gross profit from the Paris Marriott Hotel[10]. - Revenue from the hotel operation segment increased by approximately 91.3% to approximately HK$293.6 million for the year, compared to approximately HK$153.5 million for the preceding year, driven by the full availability of 192 rooms after renovations[11]. - The gross profit from the hotel operation segment was approximately HK$9.0 million for the year, a turnaround from a gross loss recorded in the preceding year[10]. - The loss for the year was approximately HK$2.4 million, a decrease of approximately 94.2% from the loss of approximately HK$41.1 million in the preceding year[34]. - The hotel operation segment generated revenue of approximately HK$293.6 million, mainly due to the Paris Marriott Hotel, which resumed full operations after renovations[41]. - The Paris Marriott Hotel achieved an occupancy rate of 76.2% in 2023, up from 46.3% in 2022, with an average room rate of €570 compared to €509 in the previous year[50]. - The Group recorded a profit of approximately HK$9,000,000 from the hotel operations segment for the year, a turnaround from a loss of approximately HK$51,000,000 in the previous year[48]. Credit Loss Provisions - The provision for expected credit loss on the loan granted to an associate increased to approximately HK$8.2 million for the year, compared to approximately HK$3.5 million in the preceding year[18]. - The Group recorded a provision for expected credit loss from unsecured convertible bonds of approximately HK$11.3 million for the year[10]. - The provision for expected credit loss on loans to an associate was approximately HK$8.2 million for the year, compared to approximately HK$3.5 million in the previous year[32]. - The provision for expected credit loss on convertible bonds was approximately HK$11.3 million for the year, whereas there was no provision in the previous year[33]. - The expected credit loss (ECL) provision for outstanding principal as of December 31, 2023, was approximately HK$11.3 million, compared to HK$0 in 2022[88][91]. - The expected credit loss (ECL) for the Group was assessed at RMB97.5 million (approximately HK$106.0 million) as of December 31, 2023[67]. - The expected credit loss (ECL) provision on pledged assets was approximately HK$8,200,000 for the year, compared to approximately HK$3,500,000 in the previous year[56]. Asset and Liability Overview - The total non-current assets of the Group as of December 31, 2023, amounted to approximately HK$2,449.9 million, reflecting an increase of approximately 0.4% from HK$2,440.1 million in the previous year[39]. - The total current assets of the Group as of December 31, 2023, were approximately HK$1,218.1 million, representing an increase of approximately 3.5% from HK$1,176.4 million in the previous year[39]. - The total current liabilities of the Group as of December 31, 2023, amounted to approximately HK$1,594.9 million, an increase of approximately 1,623.1% from HK$92.6 million in the previous year, primarily due to the reclassification of a bank loan[40]. - The total non-current liabilities decreased to approximately HK$145,300,000 as of December 31, 2023, down about 90.9% from HK$1,593,400,000 as of December 31, 2022, due to the same reclassification of the bank loan[43]. - The Group had net current liabilities of approximately HK$376.8 million as of December 31, 2023, a significant change from net current assets of approximately HK$1,083.9 million in the previous year[105][106]. - Outstanding bank loans and other borrowings amounted to approximately HK$1,502.7 million as of December 31, 2023, compared to HK$1,450.1 million as of December 31, 2022[105][106]. - The Group's gearing ratio was approximately 41.0% as of December 31, 2023, slightly up from 40.1% in the previous year[105][106]. Governance and Management - The Company has complied with the corporate governance code provisions throughout the year ended December 31, 2023, with certain deviations noted[140]. - The Board is responsible for formulating strategic business development and reviewing the Group's business performance[151]. - The Company has adopted a code of conduct regarding Directors' securities transactions that meets the required standards[145]. - Continuous efforts are made to enhance the Group's internal control policy and procedures in line with local and international developments[139]. - The Board's composition and responsibilities are designed to ensure effective leadership and control of the Group[146]. - The Board held a total of five meetings and general meetings for the year ended December 31, 2023[159]. - The Company aims to increase female representation on the Board and in the workforce[180]. Directors and Board Composition - The Board currently comprises two executive Directors and four independent non-executive Directors, with no Chairman appointed during the Year[150]. - A female independent non-executive Director was appointed on January 1, 2023, to enhance gender diversity on the Board[179]. - The independent directors bring a wealth of knowledge from their previous roles in listed companies, contributing to the company's strategic direction[136]. - The Board includes members with significant experience in various industries, including steel manufacturing and asset management, which may provide valuable insights for market expansion[125][130]. - The Audit Committee consists of four independent non-executive Directors and met four times during the year to discuss interim and annual results[185][193]. Audit and Risk Management - The Audit Committee reviewed the integrity of the Company's annual report and accounts, focusing on compliance with accounting standards and legal requirements[192]. - The Audit Committee discussed the sufficiency and efficiency of risk management and the internal control system[197]. - The internal control and risk management systems were reviewed for adequacy and efficiency[198]. - The management will provide detailed analyses and supporting documents to the audit committee if there are any doubts regarding the financial statements and internal control systems[198].

Financial Performance - For the year ended December 31, 2023, the company reported total revenue of HKD 293,620,000, a significant increase of 91% compared to HKD 153,519,000 in the previous year[3]. - The gross profit for the same period was HKD 70,493,000, compared to a gross loss of HKD 794,000 in the previous year, indicating a turnaround in profitability[3]. - The company recorded a net loss of HKD 2,397,000 for the year, a substantial improvement from a net loss of HKD 41,116,000 in the prior year, reflecting a reduction in losses by approximately 94%[3]. - The hotel operations segment reported a profit of HKD 8,956,000, compared to a loss of HKD 51,044,000 in the previous year, indicating a turnaround in performance[29]. - Total pre-tax profit for the group was HKD 861,000, a recovery from a pre-tax loss of HKD 48,939,000 in the previous year[29]. - The company recorded a loss attributable to ordinary equity holders of approximately HKD 2.4 million, a significant reduction of about 94.2% from a loss of HKD 41.1 million in the previous year[58]. - Basic and diluted loss per share for the year was HKD 0.02, compared to HKD 0.32 in the previous year[60]. Assets and Liabilities - Total assets as of December 31, 2023, amounted to HKD 3,668,046,000, slightly up from HKD 3,616,583,000 in the previous year[8]. - The company's cash and cash equivalents increased to HKD 884,192,000 from HKD 700,237,000, representing a growth of approximately 26%[7]. - Non-current assets totaled HKD 2,449,946,000, a marginal increase from HKD 2,440,146,000 year-over-year[7]. - The company’s total liabilities decreased significantly to HKD 1,740,224,000 from HKD 1,686,937,000, indicating improved financial stability[8]. - As of December 31, 2023, the group's current liabilities exceeded current assets by HKD 376,844,000[16]. - Current liabilities surged by approximately 1,623.1% to about HKD 1,594.9 million, primarily due to the reclassification of a EUR 175 million bank loan[61]. - The group's net current liabilities were approximately HKD 376,800,000 as of December 31, 2023, compared to approximately HKD 1,083,900,000 as of December 31, 2022[93]. Revenue Segments - Revenue from accommodation services increased to HKD 252,549,000 in 2023 from HKD 133,974,000 in 2022, marking an increase of 88%[35]. - The total revenue from external customers in France was HKD 293,620,000, up from HKD 153,519,000 in the previous year, indicating strong market performance[31]. - The hotel operations segment generated revenue of approximately HKD 293,600,000, an increase of about 91.3% compared to last year's HKD 153,500,000, primarily due to the recovery of the Paris Marriott Hotel after renovations[62]. Cash Flow and Financing - The group had cash and cash equivalents of HKD 884,192,000, sufficient to cover operational cash outflows for the next twelve months[16]. - The group is negotiating the renewal of a EUR 175,000,000 bank loan due in October 2024, with adequate collateral from hotel properties in France[16]. - The group expects stable operating cash inflows for the year ending December 31, 2024, sufficient to meet working capital needs[16]. - The total financing costs increased to HKD 43,784,000 in 2023 from HKD 46,293,000 in 2022, a decrease of about 5.4%[37]. Impairment and Credit Losses - The company has recognized an impairment provision of HKD 11,337,000 for overdue convertible bonds, reflecting ongoing risk management strategies[3]. - The expected credit loss provision for pledged assets was approximately HKD 8,200,000 this year, compared to HKD 3,500,000 last year[69]. - The expected credit loss model reflects the overall dynamics of credit quality deterioration or improvement, with a default probability range of 6.16% to 32.6% and a loss given default rate of 61.5%[87]. Corporate Governance - The company has established a Compensation Committee responsible for proposing compensation policies for all directors and senior management[108]. - The Nomination Committee is tasked with reviewing the structure, size, and composition of the Board of Directors[109]. - The company has adopted a code of conduct regarding securities trading by directors, ensuring compliance with the standard code[110]. Future Outlook and Strategy - The company plans to continue its focus on hotel operations and financing, aiming for further market expansion and potential new product developments in the upcoming year[11]. - The Paris Marriott Hotel is expected to benefit from high demand during the 2024 Paris Olympics, although its outlook is affected by various economic and geopolitical factors[87]. - The company is considering a proposal for a second phase renovation of the Paris Marriott Hotel's remaining rooms and facilities[87]. - The group will continue to explore investment opportunities in new business segments to enhance stakeholder returns[91].