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 截至月份: 2025年10月31日 狀態: 新提交 FF301 呈交日期: 2025年11月3日 致：香港交易及結算所有限公司 公司名稱: 海天地悅旅集團有限公司 (於開曼群島註冊成立的有限公司) 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) | 01832 | 說明 | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | 法定/註冊股本 | | | 上月底結存 | | | 500,000,000 | HKD | | 0.01 HKD | | 5,000,000 | | 增加 / 減少 (-) | | | | | | HKD | | | | 本月底結存 | | | 500,000,000 | HKD | | 0.01 HKD | | 5,000,000 | 本月底法定/註冊 ...

FF301 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 截至月份: 2025年9月30日 狀態: 新提交 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) | 01832 | 說明 | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | 法定/註冊股本 | | | 上月底結存 | | | 500,000,000 | HKD | | 0.01 HKD | | 5,000,000 | | 增加 / 減少 (-) | | | | | | HKD | | | | 本月底結存 | | | 500,000,000 | HKD | | 0.01 HKD | | 5,000,000 | 本月底法定/註冊股本總額： HKD 5,000,000 第 1 頁 共 10 頁 v 1.1.1 FF301 致：香港交易及結算所有限公司 公司名稱: ...

中期報告 2025 C157924 目錄 | | 頁次 | | --- | --- | | 公司資料 | 2 | | 獨立審閱報告 | 4 | | 簡明合併損益及其他綜合收益表 | 6 | | 簡明合併財務狀況表 | 7 | | 簡明合併權益變動表 | 9 | | 簡明合併現金流量表 | 10 | | 簡明合併中期財務資料附註 | 11 | | 管理層討論及分析 | 43 | | 其他資料 | 56 | 如本中期報告英文版本與中文版本有任何歧義，概以英文版本為準。 公司資料 董事會 執行董事 陳亨利博士，SBS, BBS, JP （副主席兼首席執行官） CHIU George先生（亦稱趙明傑先生） 蘇陳詩婷女士 張碧珊女士 非執行董事 陳守仁博士，GBS, SBS （主席） 陳偉利先生 獨立非執行董事 陳樑才先生 馬照祥先生 黃進達先生，JP 審核委員會 馬照祥先生 （主席） 陳樑才先生 黃進達先生，JP 薪酬委員會 陳樑才先生 （主席） 黃進達先生，JP 陳亨利博士，SBS, BBS, JP 主席及非執行董事 陳守仁博士，GBS, SBS 公司秘書 張碧珊女士 授權代表 （就上市規則而言） 陳亨利博士，SB ...

FF301 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 公司名稱: 海天地悅旅集團有限公司 (於開曼群島註冊成立的有限公司) 呈交日期: 2025年9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) | 01832 | 說明 | | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 500,000,000 | HKD | | 0.01 | HKD | | 5,000,000 | | 增加 / 減少 (-) | | | | | | | HKD | | | | 本月底結存 | | | 500,000,000 | HKD | | 0.01 | HKD | | 5,000,000 | 截至月份: 2025年8月31日 狀態: 新提交 致：香港交易及 ...

海天地悦旅(01832)发布公告，自2025年8月29日起生效：公司董事会副主席、执行董事兼首席执行官陈 亨利博士，SBS,BBS,JP将不再担任提名委员会成员;执行董事张碧珊女士获委任为提名委员会成员。 ...

该信息由智通财经网提供 智通财经APP讯，海天地悦旅(01832)发布截至2025年6月30日止6个月中期业绩，集团收益2106.2万美 元，同比减少0.17%;股东应占亏损959万美元，同比收窄0.8%;每股亏损2.7美仙。 ...

格隆汇8月29日丨海天地悦旅(01832.HK)发布公告，截至2025年6月30日止六个月，集团录得收益约 21,062,000美元，与去年同期约21,097,000美元的收益水平基本持平。集团的经营亏损约为7,086,000美 元，与去年同期集团约7,033,000美元的经营亏损水平基本持平。 ...

海天地悦旅(01832)发布截至2025年6月30日止6个月中期业绩，集团收益2106.2万美元，同比减少0.17%; 股东应占亏损959万美元，同比收窄0.8%;每股亏损2.7美仙。 ...

格隆汇8月29日丨海天地悦旅(01832.HK)公告，8月29日起生效：(i)公司董事会副主席、执行董事兼首席 执行官陈亨利，SBS,BBS,JP将不再担任提名委员会成员；及(ii)执行董事张碧珊获委任为提名委员会成 员。作出上述变动后，提名委员会由三名董事组成，即黄进达(主席)、陈梁才(成员)及张碧珊(成员)。 ...

Financial Summary [Group Financial Summary](index=1&type=section&id=Group%20Financial%20Summary) H1 2025 revenue was US$21,062K, flat year-on-year; operating loss and loss attributable to owners slightly increased, basic loss per share (2.7) US cents Financial Summary for the Six Months Ended June 30 | Metric | 2025 (US$K) | 2024 (US$K) | | :--- | :--- | :--- | | Revenue | 21,062 | 21,097 | | Operating Loss | (7,086) | (7,033) | | Loss Attributable to Owners of the Company | (9,590) | (9,667) | | Gross Margin (Loss attributable to owners as % of revenue) | -45.5% | -45.8% | | Basic Loss Per Share (US cents) | (2.7) | (2.7) | Condensed Consolidated Financial Statements [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) H1 2025 revenue was US$21,062K, operating loss US$7,086K, and total comprehensive loss US$9,719K, primarily driven by employee benefits and other operating costs Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income (For the Six Months Ended June 30) | Metric | 2025 (US$K) | 2024 (US$K) | | :--- | :--- | :--- | | Revenue | 21,062 | 21,097 | | Cost of Inventories Sold | (1,883) | (2,053) | | Food and Beverage Costs | (1,424) | (1,269) | | Employee Benefit Expenses | (7,357) | (7,314) | | Utilities, Repairs and Maintenance Expenses | (3,375) | (3,280) | | Other Operating Costs | (14,181) | (14,215) | | Net Other Income | 72 | 1 | | Operating Loss | (7,086) | (7,033) | | Finance Costs | (2,633) | (2,710) | | Loss Before Tax | (9,719) | (9,743) | | Income Tax | — | — | | Loss and Total Comprehensive Loss for the Period | (9,719) | (9,743) | | Loss Attributable to Owners of the Company | (9,590) | (9,667) | | Non-controlling Interests | (129) | (76) | | Basic and Diluted Loss Per Share (US cents) | (2.7) | (2.7) | [Condensed Consolidated Statement of Financial Position](index=3&type=section&id=Condensed%20Consolidated%20Statement%20of%20Financial%20Position) As of June 30, 2025, total assets were US$133,915K, a decrease from US$140,114K at year-end 2024, with total equity at US$24,259K and total liabilities at US$109,656K, reflecting increased non-current liabilities and slightly reduced current liabilities Condensed Consolidated Statement of Financial Position (As of June 30, 2025) | Metric | June 30, 2025 (US$K) | December 31, 2024 (US$K) | | :--- | :--- | :--- | | **ASSETS** | | | | Total Non-current Assets | 122,108 | 126,185 | | Total Current Assets | 11,807 | 13,929 | | **TOTAL ASSETS** | **133,915** | **140,114** | | **EQUITY** | | | | Equity Attributable to Owners of the Company | 24,861 | 34,451 | | Non-controlling Interests | (602) | (473) | | **TOTAL EQUITY** | **24,259** | **33,978** | | **LIABILITIES** | | | | Total Non-current Liabilities | 53,395 | 48,112 | | Total Current Liabilities | 56,261 | 58,024 | | **TOTAL LIABILITIES** | **109,656** | **106,136** | | **TOTAL EQUITY AND LIABILITIES** | **133,915** | **140,114** | - Accumulated losses increased from **US$37,822K** as of December 31, 2024, to **US$47,412K** as of June 30, 2025, reflecting continuous losses during the period[6](index=6&type=chunk) Notes to the Financial Statements [General Information](index=5&type=section&id=1%20General%20Information) The Company is an investment holding company incorporated in the Cayman Islands, primarily engaged in hotel and resort operations, luxury travel retail, and destination services in Saipan, Guam, and Hawaii, with Dr. Chen Shou-Ren and Dr. Chen Henry as ultimate controlling parties - The Group's principal activities include hotel and resort operations, luxury leisurewear and accessories travel retail, and destination services, primarily in Saipan, Guam, and Hawaii[8](index=8&type=chunk) - The ultimate controlling parties are **Dr. Chen Shou-Ren** and **Dr. Henry Chen**[8](index=8&type=chunk) [Basis of Preparation and Going Concern](index=5&type=section&id=2.1%20Basis%20of%20Preparation) The condensed consolidated interim financial information is prepared in US dollars under HKAS 34 and the Listing Rules; despite net current liabilities and continuous losses, the Board believes the Group has sufficient working capital for going concern through bank facilities, cash flow management, shareholder loans, and potential additional funding - As of June 30, 2025, the Group had **net current liabilities of US$44,454K** and a **net loss of US$9,719K** for the period, with cash and cash equivalents of approximately **US$2,463K**[10](index=10&type=chunk) - To mitigate liquidity pressure, the Group has implemented measures including close monitoring of bank facilities, generating sufficient cash flow from operations, securing **US$43,000K** in shareholder loan facilities from Tan Holdings (of which **US$38,800K** has been drawn), and obtaining a **US$9,000K** standby shareholder loan commitment[10](index=10&type=chunk)[12](index=12&type=chunk) - The Board believes the Group will have sufficient working capital to meet its financial obligations for at least the next twelve months, and the financial information is prepared on a going concern basis[11](index=11&type=chunk) [Changes in Accounting Policies](index=8&type=section&id=2.2%20Changes%20in%20Accounting%20Policies) The Group adopted revised HKFRS accounting standards, including HKAS 21 "Lack of Exchangeability," for the current period, which had no material impact on the condensed consolidated interim financial information due to the convertibility of the Group's transaction currencies - The initial adoption of the revised HKAS 21 "Lack of Exchangeability" had no impact on the Group's financial information[13](index=13&type=chunk)[14](index=14&type=chunk) [Segment and Revenue Information](index=9&type=section&id=3%20Segment%20and%20Revenue%20Information) The Group is organized into three reportable operating segments: Hotel and Resort, Luxury Travel Retail, and Destination Services, with segment results assessed based on adjusted profit/loss before tax; for H1 2025, total revenue was US$21,062K, with the Hotel and Resort segment contributing the most - The Group has three reportable operating segments: Hotel and Resort, Luxury Travel Retail, and Destination Services[15](index=15&type=chunk)[18](index=18&type=chunk) Total Segment Revenue (For the Six Months Ended June 30) | Segment | 2025 (US$K) | 2024 (US$K) | | :--- | :--- | :--- | | Hotel and Resort | 17,332 | 17,157 | | Luxury Travel Retail | 3,216 | 3,506 | | Destination Services | 514 | 434 | | **Total** | **21,062** | **21,097** | Segment Results (For the Six Months Ended June 30) | Segment | 2025 (US$K) | 2024 (US$K) | | :--- | :--- | :--- | | Hotel and Resort | (5,699) | (5,784) | | Luxury Travel Retail | (596) | (333) | | Destination Services | (226) | (111) | | **Total** | **(6,521)** | **(6,228)** | 2025 Revenue by Type of Goods or Services | Type of Goods or Services | Hotel and Resort (US$K) | Luxury Travel Retail (US$K) | Destination Services (US$K) | Total (US$K) | | :--- | :--- | :--- | :--- | :--- | | Room Revenue | 12,331 | — | — | 12,331 | | Food and Beverage | 4,452 | — | — | 4,452 | | Sales of Luxury Leisurewear and Accessories | — | 3,216 | — | 3,216 | | Sales of Souvenirs and Others | — | — | 441 | 441 | | Operation of Sightseeing Tours and Provision of Ground Handling Services | — | — | 73 | 73 | | Other Hospitality | 457 | — | — | 457 | | Rental Income | 92 | — | — | 92 | | **Total Revenue** | **17,332** | **3,216** | **514** | **21,062** | 2025 Revenue by Geographical Market | Geographical Market | Hotel and Resort (US$K) | Luxury Travel Retail (US$K) | Destination Services (US$K) | Total (US$K) | | :--- | :--- | :--- | :--- | :--- | | Saipan | 6,878 | 485 | 402 | 7,765 | | Guam | 10,362 | 1,806 | 112 | 12,280 | | Hawaii | — | 925 | — | 925 | | Rental Income | 92 | — | — | 92 | | **Total Revenue** | **17,332** | **3,216** | **514** | **21,062** | [Net Other Income](index=14&type=section&id=4%20Net%20Other%20Income) For the six months ended June 30, 2025, net other income was US$72K, primarily from gains on disposal of property, plant and equipment, compared to only US$1K in the prior period Net Other Income (For the Six Months Ended June 30) | Item | 2025 (US$K) | 2024 (US$K) | | :--- | :--- | :--- | | Net Exchange (Loss)/Gain | (1) | 1 | | Gain on Disposal of Property, Plant and Equipment | 73 | — | | **Total** | **72** | **1** | [Finance Costs](index=15&type=section&id=5%20Finance%20Costs) For the six months ended June 30, 2025, finance costs were US$2,633K, a slight decrease from US$2,710K in the prior period, mainly due to reduced interest expenses on bank borrowings Finance Costs (For the Six Months Ended June 30) | Item | 2025 (US$K) | 2024 (US$K) | | :--- | :--- | :--- | | Interest Expense on Lease Liabilities | 394 | 414 | | Interest Expense on Bank Borrowings | 1,481 | 1,852 | | Interest Expense on Other Borrowings | 640 | 444 | | Estimated Interest Expense on Other Borrowings | 118 | — | | **Total** | **2,633** | **2,710** | [Loss Before Tax](index=16&type=section&id=6%20Loss%20Before%20Tax) For the six months ended June 30, 2025, the Group's loss before tax was US$9,719K, largely consistent with the prior period, with major expenses including employee benefits, cost of inventories sold, food and beverage costs, and depreciation of property, plant and equipment Components of Loss Before Tax (For the Six Months Ended June 30) | Item | 2025 (US$K) | 2024 (US$K) | | :--- | :--- | :--- | | Cost of Inventories Sold | 1,883 | 2,053 | | Food and Beverage Costs | 1,424 | 1,269 | | Employee Benefit Expenses | 7,357 | 7,314 | | Lease Payments Not Included in Lease Liability Measurement | 520 | 482 | | Write-off of Other Receivables | 132 | — | | Depreciation of Property, Plant and Equipment | 5,236 | 5,572 | | Depreciation of Investment Properties | 9 | 7 | | Amortisation of Intangible Assets | 14 | 8 | | Provision for Obsolete Inventories | 3 | 12 | [Income Tax](index=17&type=section&id=7%20Income%20Tax) No provision for profits tax was made for the six months ended June 30, 2025 and 2024, as the Group generated no assessable profits in Hong Kong, CNMI, Guam, and Hawaii; subsidiaries in CNMI, Guam, and Hawaii are subject to a 21% corporate income tax rate, with CNMI also imposing a progressive corporate gross revenue tax - The Group generated no assessable profits in Hong Kong, CNMI, Guam, and Hawaii, thus no provision for profits tax was made[27](index=27&type=chunk) - Subsidiaries in CNMI, Guam, and Hawaii are subject to a **21% corporate income tax rate**, with CNMI also imposing a progressive corporate gross revenue tax[27](index=27&type=chunk) [Loss Per Share Attributable to Owners of the Company](index=17&type=section&id=8%20Loss%20Per%20Share%20Attributable%20to%20Owners%20of%20the%20Company) For the six months ended June 30, 2025, basic loss per share was (2.7) US cents, consistent with the prior period, with no diluted adjustment as there were no potential dilutive ordinary shares Loss Per Share (For the Six Months Ended June 30) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Loss Attributable to Owners of the Company (US$K) | 9,590 | 9,667 | | Weighted Average Number of Ordinary Shares in Issue | 360,000,000 | 360,000,000 | | Basic and Diluted Loss Per Share (US cents) | (2.7) | (2.7) | [Dividends](index=18&type=section&id=9%20Dividends) The Board does not recommend the payment of an interim dividend for the six months ended June 30, 2025, consistent with the prior period - The Board does not recommend the payment of an interim dividend for the six months ended June 30, 2025[29](index=29&type=chunk) [Trade Receivables](index=18&type=section&id=10%20Trade%20Receivables) As of June 30, 2025, net trade receivables were US$1,728K, a decrease from US$1,903K at year-end 2024, with receivables over 90 days old constituting the largest portion Ageing Analysis of Trade Receivables (As of June 30) | Ageing | 2025 (US$K) | 2024 (US$K) | | :--- | :--- | :--- | | Within 30 Days | 408 | 575 | | 31 to 60 Days | 13 | 16 | | 61 to 90 Days | 5 | 8 | | Over 90 Days | 1,302 | 1,304 | | **Total** | **1,728** | **1,903** | - The credit period for trade receivables is generally **30 days**, and they are unsecured[30](index=30&type=chunk) [Trade and Other Payables](index=19&type=section&id=11%20Trade%20and%20Other%20Payables) As of June 30, 2025, total trade and other payables were US$11,500K, a slight decrease from US$11,857K at year-end 2024, including US$3,399K in trade payables to third parties and US$1,031K to related parties Trade and Other Payables (As of June 30) | Item | 2025 (US$K) | 2024 (US$K) | | :--- | :--- | :--- | | Trade Payables to Third Parties | 3,399 | 3,291 | | Trade Payables to Related Parties | 1,031 | 917 | | Accrued Staff Salaries | 578 | 504 | | Other Tax Payables | 352 | 503 | | Other Accruals and Payables | 6,140 | 6,642 | | **Total** | **11,500** | **11,857** | - Trade payables to related parties are **unsecured, interest-free**, with a credit period of **30 days**[32](index=32&type=chunk) Management Discussion and Analysis [Business Overview](index=21&type=section&id=I.%20Business%20Overview) Global economic recovery slowed, impacting Guam and CNMI tourism with significant visitor declines due to high tariffs, trade tensions, flight reductions, and the suspension of CNMI EVS-TAP approvals; Group revenue and operating loss remained largely flat year-on-year, though Guam's business saw growth while Saipan's declined, and Kanoa Resort permanently ceased operations - Global economic recovery slowed, and the Guam and CNMI tourism markets were affected by high tariffs, trade tensions, and policy uncertainties, with visitor numbers remaining below pre-pandemic levels[34](index=34&type=chunk) - Guam visitor arrivals decreased by **11.2%** to approximately **336,000**, and Saipan by **36.2%** to approximately **80,000**, primarily due to reduced flights from South Korea and the suspension of CNMI EVS-TAP approvals[34](index=34&type=chunk)[36](index=36&type=chunk) - Kanoa Resort permanently ceased operations on June 15, 2025, due to lease expiration and substantial renovation capital expenditure[37](index=37&type=chunk) - The Group received a "Notice of Award" for the Managaha Island Master Concession Agreement from the CNMI Department of Public Lands, expanding its destination services business[38](index=38&type=chunk) Revenue and Operating Loss (For the Six Months Ended June 30) | Metric | 2025 (US$K) | 2024 (US$K) | | :--- | :--- | :--- | | Revenue | 21,062 | 21,097 | | Operating Loss | (7,086) | (7,033) | [Segment Review](index=24&type=section&id=II.%20Segment%20Review) The Group's three segments (Hotel and Resort, Luxury Travel Retail, Destination Services) were impacted by a sluggish tourism market; Hotel and Resort revenue slightly increased but Saipan's business suffered from fewer visitors, Luxury Travel Retail revenue declined with Saipan being hit hardest, and Destination Services revenue grew due to convenience stores but sightseeing tours were affected by reduced Saipan visitors - The Hotel and Resort, Luxury Travel Retail, and Destination Services segments accounted for approximately **82.3%**, **15.3%**, and **2.4%** of total revenue, respectively[41](index=41&type=chunk) [Hotel and Resort Segment](index=24&type=section&id=Hotel%20and%20Resort%20Segment) Hotel and Resort segment revenue slightly increased to US$17,332K; Guam Crowne Plaza Resort revenue rose by 4.1% due to higher occupancy, while Saipan Crowne Plaza Resort revenue decreased by 2.6% due to fewer visitors; Kanoa Resort generated no revenue due to cessation of operations, and segment loss slightly narrowed as management continued cost-saving measures Hotel and Resort Segment Revenue and Segment Loss (For the Six Months Ended June 30) | Metric | 2025 (US$K) | 2024 (US$K) | | :--- | :--- | :--- | | Revenue | 17,332 | 17,157 | | Negative Segment Profit | (5,699) | (5,784) | - Guam Crowne Plaza Resort revenue increased by **4.1%**, with higher occupancy benefiting from the completion of breakwater reconstruction and support from the IHG reservation system[43](index=43&type=chunk)[44](index=44&type=chunk) - Saipan Crowne Plaza Resort revenue decreased by **2.6%**, primarily due to the suspension of CNMI EVS-TAP approvals and reduced Seoul-Saipan flights, leading to lower occupancy[45](index=45&type=chunk) - Kanoa Resort permanently ceased operations on June 15, 2025, and generated no revenue during the reporting period[46](index=46&type=chunk) [Luxury Travel Retail Segment](index=26&type=section&id=Luxury%20Travel%20Retail%20Segment) Luxury Travel Retail segment revenue decreased by 8.3% to US$3,216K; Guam and Hawaii businesses saw slight revenue increases, but Saipan's business significantly declined by 44.3% due to fewer visitors, a stronger US dollar, and economic uncertainty; segment loss widened, and management is implementing cost-saving measures while remaining cautiously optimistic about a gradual recovery in profitability Luxury Travel Retail Segment Revenue and Negative Segment Profit (For the Six Months Ended June 30) | Metric | 2025 (US$K) | 2024 (US$K) | | :--- | :--- | :--- | | Revenue | 3,216 | 3,506 | | Negative Segment Profit | (596) | (333) | - Saipan's luxury travel retail business revenue significantly decreased by **44.3%**, primarily due to fewer visitors from mainland China and South Korea, a stronger US dollar, and economic uncertainty[47](index=47&type=chunk) - All specialty stores have relocated to stronger retail spaces, and management remains cautiously optimistic about a gradual recovery in segment profitability[47](index=47&type=chunk) [Destination Services Segment](index=27&type=section&id=Destination%20Services%20Segment) Destination Services segment revenue increased by 18.4% to US$514K, mainly attributed to two convenience stores; however, segment loss increased to US$226K, with sightseeing tour business affected by reduced Saipan visitors, and management is cautiously optimistic about improved segment performance with the recovery of the Saipan tourism market Destination Services Segment Revenue and Segment Loss (For the Six Months Ended June 30) | Metric | 2025 (US$K) | 2024 (US$K) | | :--- | :--- | :--- | | Revenue | 514 | 434 | | Segment Loss | (226) | (111) | - Revenue increase was primarily attributed to two convenience stores located within the Guam and Saipan Crowne Plaza Resorts[48](index=48&type=chunk) - The decrease in Saipan visitor arrivals negatively impacted the sightseeing tour business[48](index=48&type=chunk) [Material Acquisitions, Disposals and Significant Investments](index=27&type=section&id=III.%20Material%20Acquisitions%2C%20Disposals%20and%20Significant%20Investments) During the reporting period, the Group did not undertake any material acquisitions, disposals, or hold any significant investments - The Group did not undertake any material acquisitions or disposals of subsidiaries, associates, or joint ventures during the reporting period[49](index=49&type=chunk) - The Group did not hold any significant investments during the reporting period[50](index=50&type=chunk) [Events After Reporting Period](index=27&type=section&id=IV.%20Events%20After%20Reporting%20Period) Post-reporting period, the Guam Visitors Bureau continues to promote tourism recovery with increased flights from South Korea to Guam; US Customs and Border Protection restarted CNMI EVS-TAP approvals, direct flights from Hong Kong to Saipan are expected to resume in late September, and the Group secured the Managaha Island Master Concession Agreement to expand destination services, with Tan Holdings committing US$9,000K in standby shareholder loan facilities - The Guam Visitors Bureau continues to implement short-term tactical plans, with increased flights from South Korea to Guam, projecting a **63.4% increase** in airline seats from July to October 2025[51](index=51&type=chunk) - US Customs and Border Protection has restarted processing visitor applications under the CNMI EVS-TAP, and direct flight services from Hong Kong to Saipan are expected to resume in late September 2025[52](index=52&type=chunk) - On July 22, 2025, the Group received a "Notice of Award" for the Managaha Island Master Concession Agreement from the CNMI Department of Public Lands, to operate round-trip transportation, water sports, entertainment, food and beverage, and souvenir businesses on Managaha Island[52](index=52&type=chunk) - The Group has received a written commitment letter from Tan Holdings for **US$9,000K** in standby shareholder loan facilities[53](index=53&type=chunk) [Liquidity, Financial Resources and Capital Structure](index=28&type=section&id=V.%20Liquidity%2C%20Financial%20Resources%20and%20Capital%20Structure) The Group maintains robust liquidity through internal cash flow, shareholder loans, and external financing; as of June 30, 2025, cash and bank deposits were approximately US$2,463K, total bank borrowings US$42,350K, and total shareholder loan facilities US$43,000K (US$38,800K drawn), with the gearing ratio increasing to 174.6% - As of June 30, 2025, the Group's total cash and bank deposits were approximately **US$2,463K**[54](index=54&type=chunk) Bank Borrowings and Shareholder Loans (As of June 30) | Item | 2025 (US$K) | 2024 (US$K) | | :--- | :--- | :--- | | Interest-bearing Term Loans | 37,350 | 39,500 | | Revolving Loans | 5,000 | 5,000 | | **Total Bank Borrowings** | **42,350** | **44,500** | | Total Shareholder Loan Facilities | 43,000 | 30,000 (as of Feb 29, 2024) | | Shareholder Loans Drawn | 38,800 | Not Applicable | - The Group has been granted **US$43,000K** in shareholder loan facilities by Tan Holdings, with **US$38,800K** utilized as of the end of the reporting period[12](index=12&type=chunk)[55](index=55&type=chunk) - As of June 30, 2025, the Group's gearing ratio was **174.6%**, an increase from **131.0%** in 2024[56](index=56&type=chunk) [Foreign Exchange Risk Management](index=30&type=section&id=VI.%20Foreign%20Exchange%20Risk%20Management) The Group's foreign exchange risk is not significant as most transactions are settled in US dollars, and financial assets and liabilities are primarily denominated in US dollars - Most of the Group's transactions are settled in US dollars, and foreign exchange risk is not significant[57](index=57&type=chunk) [Prospects and Future Plans](index=31&type=section&id=VII.%20Prospects%20and%20Future%20Plans) The Group is optimistic about the gradual recovery of the Guam and Saipan tourism markets, continuing collaboration with tourism authorities and airlines to expand source markets and increase flights; hotel managers will focus on operational efficiency, luxury travel retail stores will continue operations, and the Managaha Island concession will enhance customer experience and expand destination services, while the Group also explores potential M&A opportunities for long-term growth - The Guam Visitors Bureau and Marianas Visitors Authority (MVA) will continue to promote tourism and strengthen ties with key travel partners[58](index=58&type=chunk) - Hotel managers will expand source markets and optimize sales channels by participating in promotional activities and leveraging the IHG reservation system[59](index=59&type=chunk) - With the restart of CNMI EVS-TAP application approvals, a rebound in mainland Chinese visitors to Saipan is expected, leading to cautious optimism for the luxury travel retail segment's profitability[60](index=60&type=chunk) - The Managaha Island Master Concession Agreement will help extend and enhance the overall hotel customer experience, expand Saipan's sightseeing tour business, and create positive synergies[61](index=61&type=chunk) - The Group's management will continue to prudently explore potential merger and acquisition opportunities to sustain long-term growth[62](index=62&type=chunk) [Contingent Liabilities](index=32&type=section&id=VIII.%20Contingent%20Liabilities) As of June 30, 2025, the Group had no significant contingent liabilities - The Group had no significant contingent liabilities as of June 30, 2025[63](index=63&type=chunk) [Employees and Remuneration Policy](index=32&type=section&id=IX.%20Employees%20and%20Remuneration%20Policy) As of June 30, 2025, the Group had 343 full-time employees, a decrease from the prior period, with total staff costs of US$7,357K; the Group adheres to labor laws and comprehensive HR policies, with remuneration based on market terms and individual performance, and no share options were granted, exercised, cancelled, or lapsed under the post-IPO share option scheme during the reporting period Employee Count and Staff Costs (For the Six Months Ended June 30) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Number of Full-time Employees | 343 | 351 | | Total Staff Costs (US$K) | 7,357 | 7,314 | - The Group reduced its employee headcount as of June 30, 2025, but continues to value its employees and provide a good working environment[64](index=64&type=chunk) - No share options were granted, exercised, cancelled, or lapsed under the post-IPO share option scheme during the reporting period[64](index=64&type=chunk) Other Information [Purchase, Sale or Redemption of the Company's Listed Securities](index=33&type=section&id=X.%20Purchase%2C%20Sale%20or%20Redemption%20of%20the%20Company%27s%20Listed%20Securities) During the reporting period, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities - Neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities during the reporting period[65](index=65&type=chunk) [Review of Interim Financial Information](index=33&type=section&id=XI.%20Review%20of%20Interim%20Financial%20Information) The Company's Audit Committee reviewed and discussed the unaudited condensed consolidated interim financial information for the reporting period without objection, and this information was also reviewed by Ernst & Young in accordance with Hong Kong Standard on Review Engagements - The Audit Committee reviewed and had no objection, and the interim financial information was reviewed by Ernst & Young[66](index=66&type=chunk) [Dividends](index=34&type=section&id=XII.%20Dividends) The Board resolved not to declare an interim dividend for the reporting period - The Board resolved not to declare an interim dividend for the reporting period[67](index=67&type=chunk) [Corporate Governance Practices](index=34&type=section&id=XIII.%20Corporate%20Governance%20Practices) The Board adopted and complied with the Corporate Governance Code set out in Appendix C1 to the Listing Rules throughout the reporting period - The Company has complied with the code provisions of the Corporate Governance Code throughout the reporting period[68](index=68&type=chunk) [Model Code](index=34&type=section&id=XIV.%20Model%20Code) The Company adopted a code of conduct for directors' securities transactions and confirmed that all directors complied with it during the reporting period - All directors complied with the Model Code and the code of conduct for directors' securities transactions adopted by the Company during the reporting period[69](index=69&type=chunk) [Disclosure of Information on the Company's and HKEX Websites](index=34&type=section&id=XV.%20Disclosure%20of%20Information%20on%20the%20Company%27s%20and%20HKEX%20Websites) The interim report will be published on the Company's website (www.saileisuregroup.com) and the HKEX website (www.hkex.com.hk) - The interim report will be published on the Company's website (www.saileisuregroup.com) and the HKEX website (www.hkex.com.hk)[70](index=70&type=chunk) [Board of Directors](index=34&type=section&id=By%20Order%20of%20the%20Board) This announcement is issued by Dr. Henry Chen, Vice Chairman, Executive Director, and Chief Executive Officer, on behalf of the Board of Directors, which includes Executive Directors, Non-executive Directors, and Independent Non-executive Directors - The Board of Directors includes Executive Directors Dr. Henry Chen, Mr. Zhao Mingjie, Ms. So Chan Sze Ting, and Ms. Cheung Pik Shan; Non-executive Directors Dr. Chen Shou-Ren (Chairman) and Mr. Chen Weili; and Independent Non-executive Directors Mr. Chan Leung Choi, Mr. Ma Chiu Cheung, and Mr. Wong Chun Tat[71](index=71&type=chunk)