致：香港交易及結算所有限公司 公司名稱: 華星控股有限公司 (於開曼群島註冊成立之有限公司) 呈交日期: 2025年10月2日 I. 法定/註冊股本變動 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 | 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) | 08237 | 說明 | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | 法定/註冊股本 | | | 上月底結存 | | | 2,000,000,000 | HKD | | 0.025 HKD | | 50,000,000 | | 增加 / 減少 (-) | | | 0 | | | HKD | | 0 | | 本月底結存 | | | 2,000,000,000 | HKD | | 0.025 HKD | | 50,000,000 | ...

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。 及 申請就一間附屬公司委任共同及各別清盤人 本公告乃由華星控股有限公司（「本公司」，連同其附屬公司「本集團」）根據GEM上 市規則第17.10 (2) (a)及17.27 (1)條及香港法例第571章證券及期貨條例第XIVA部下 的內幕消息條文（ 定義見GEM上市規則 ）而作出。 茲提述本公司日期為二零二四年十二月十二日及二零二五年八月五日的公告（「該 等公告」），內容有關（ 其中包括 ）融資協議及違約。除文義另有所指外，本公告所 用詞彙與該等公告所界定者具有相同涵義。 Link Holdings Limited 華 星 控 股 有 限 公 司* （於開曼群島註冊成立之有限公司） （股份代號：8237） 內幕消息 融資協議之最新資料 * 僅供識別 本公司董事會謹此通知本公司股東及潛在投資者有關融資協議及違約的發展。 自 違 約 發 生 後 ...

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8月31日 狀態: 新提交 II. 已發行股份及/或庫存股份變動 | 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) | 08237 | 說明 | | | | | | | | | | 已發行股份（不包括庫存股份）數目 | | | 庫存股份數目 | | 已發行股份總數 | | | 上月底結存 | | | 201,024,000 | | | 0 | | 201,024,000 | | 增加 / 減少 (-) | | | | 0 | | 0 | | | | 本月底結存 | | | 201,024,000 | | | 0 | | 201,024,000 | 致：香港交易及結算所有限公司 公司名稱: 華星控股有限公司 (於開曼群島註冊成立之有限公司) 呈交日期: 2025年9月2日 I. 法定/註冊股本變動 | ...

[Company Information](index=4&type=section&id=Company%20Information) This section details the company's governance structure, including board composition and administrative contact information [Board of Directors and Committee Composition](index=4&type=section&id=Board%20of%20Directors%20and%20Committee%20Composition) The company's board comprises executive, non-executive, and independent non-executive directors, with changes in audit, remuneration, and nomination committee members and chairpersons effective January 6, 2025 - The Board of Directors includes Mr. He Dingding (CEO), Mr. Lu Tianshun (Executive Director), Mr. Zhao Gongzhi, Mr. Huang Junxiong (Chairman), Mr. Gao Zhaoyuan, Mr. Yuan Liqian (Non-Executive Directors), and Ms. Chen Huiqi, Mr. He Shengwei, Mr. Deng Zhaoming (Independent Non-Executive Directors)[4](index=4&type=chunk) - Changes in the Audit Committee, Remuneration Committee, and Nomination and Corporate Governance Committee members and chairpersons occurred on January 6, 2025, with Mr. Deng Zhaoming appointed as Audit Committee Chairman[4](index=4&type=chunk) [Company Contact and Administrative Information](index=5&type=section&id=Company%20Contact%20and%20Administrative%20Information) The company is registered in the Cayman Islands with its principal place of business in Hong Kong, detailing share registrars, principal bankers, auditors, stock code, and website - The registered office is in the Cayman Islands, with the head office and principal place of business in Hong Kong[5](index=5&type=chunk) - The Hong Kong share registrar is Tricor Investor Services Limited, and the principal banker is DBS Bank Limited[5](index=5&type=chunk) - The company's stock code is 8237, and its website is www.irasia.com/listco/hk/linkholdings[5](index=5&type=chunk) [Financial Highlights](index=6&type=section&id=Financial%20Highlights) This section provides a summary of the company's key financial performance indicators [Overview of Operating Results](index=6&type=section&id=Overview%20of%20Operating%20Results) For the six months ended June 30, 2025, the Group's hotel operating revenue significantly decreased by 38.4% year-on-year, leading to a 21.5% increase in loss attributable to owners of the company and an expanded basic loss per share 2025 Half-Year Operating Results Overview | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Hotel operating revenue | 13,590 | 22,067 | -38.4% | | Loss attributable to owners of the company | (42,206) | (34,736) | +21.5% | | Basic loss per share (HK cents) | (24.86) | (20.74) | +20.06% | [Condensed Consolidated Statement of Comprehensive Income](index=7&type=section&id=Condensed%20Consolidated%20Statement%20of%20Comprehensive%20Income) This section presents the Group's financial performance, including revenue, expenses, and total comprehensive expense [Profit and Loss Performance](index=7&type=section&id=Profit%20and%20Loss%20Performance) The Group experienced a significant decline in revenue and gross profit in the first half of 2025, coupled with increased administrative expenses and finance costs, resulting in an expanded loss for the period and higher total comprehensive expense Condensed Consolidated Statement of Comprehensive Income Key Data | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 13,590 | 22,067 | -38.42% | | Cost of sales | (11,739) | (11,316) | +3.74% | | Gross profit | 1,851 | 10,751 | -82.78% | | Administrative expenses | (21,480) | (18,761) | +14.49% | | Finance costs | (21,470) | (25,087) | -14.38% | | Loss before income tax | (41,192) | (33,267) | +23.82% | | Loss for the period | (42,226) | (34,799) | +21.34% | | Exchange differences on translation of foreign operations | (20,856) | (13,496) | +54.53% | | Total comprehensive expense for the period | (63,082) | (48,295) | +30.62% | Loss for the Period and Total Comprehensive Expense Attributable To | Attributable To | 2025 Loss for the Period (HK$ thousand) | 2024 Loss for the Period (HK$ thousand) | 2025 Total Comprehensive Expense (HK$ thousand) | 2024 Total Comprehensive Expense (HK$ thousand) | | :--- | :--- | :--- | :--- | :--- | | Owners of the Company | (42,206) | (34,736) | (63,031) | (48,154) | | Non-controlling interests | (20) | (63) | (51) | (141) | | **Total** | **(42,226)** | **(34,799)** | **(63,082)** | **(48,295)** | Loss Per Share | Indicator | 2025 (HK cents) | 2024 (HK cents) | | :--- | :--- | :--- | | Basic loss per share | (24.86) | (20.74) | | Diluted loss per share | (24.86) | (20.74) | [Condensed Consolidated Statement of Financial Position](index=9&type=section&id=Condensed%20Consolidated%20Statement%20of%20Financial%20Position) This section outlines the Group's financial position, including assets, liabilities, and equity [Assets and Liabilities Position](index=9&type=section&id=Assets%20and%20Liabilities%20Position) As of June 30, 2025, the Group's non-current assets increased, but current assets decreased, and current liabilities significantly rose, leading to a substantial expansion in net current liabilities and total deficit Condensed Consolidated Statement of Financial Position Key Data | Indicator | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Total non-current assets | 480,809 | 457,304 | +5.14% | | Total current assets | 29,973 | 39,226 | -23.60% | | Total current liabilities | 609,836 | 538,826 | +13.18% | | Net current liabilities | (579,863) | (499,600) | +16.07% | | Total assets less current liabilities | (99,054) | (42,296) | +134.22% | | Total non-current liabilities | 41,371 | 38,988 | +6.11% | | Net liabilities | (140,425) | (81,284) | +72.77% | | Total deficit | (140,425) | (81,284) | +72.77% | [Condensed Consolidated Statement of Changes in Equity](index=11&type=section&id=Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Equity) This section details the changes in the Group's equity over the reporting period [Analysis of Changes in Equity](index=11&type=section&id=Analysis%20of%20Changes%20in%20Equity) The Group's total equity deficit expanded from HK$81,284 thousand at the beginning of 2025 to HK$140,425 thousand at period-end, primarily due to the loss for the period and negative exchange differences from foreign operations, partially offset by shares issued from a placing event Key Data on Changes in Equity | Indicator | January 1, 2025 (HK$ thousand) | June 30, 2025 (HK$ thousand) | Change (HK$ thousand) | | :--- | :--- | :--- | :--- | | Share capital | 4,188 | 5,026 | +838 | | Share premium | 363,352 | 366,455 | +3,103 | | Translation reserve | (84,951) | (105,776) | -20,825 | | Accumulated losses | (437,178) | (478,735) | -41,557 | | Equity attributable to owners of the Company | (78,270) | (137,360) | -59,090 | | Total deficit | (81,284) | (140,425) | -59,141 | - The loss for the period was **HK$42,206 thousand**, and exchange differences on translation of foreign operations were **HK$20,825 thousand**, resulting in a total comprehensive expense of **HK$63,031 thousand**[12](index=12&type=chunk) - Net proceeds of **HK$3,941 thousand** from the issue of shares for the placing event increased share capital and share premium[12](index=12&type=chunk) [Condensed Consolidated Statement of Cash Flows](index=13&type=section&id=Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) This section presents the Group's cash inflows and outflows from operating, investing, and financing activities [Cash Flow Analysis](index=13&type=section&id=Cash%20Flow%20Analysis) In the first half of 2025, the Group experienced significant cash outflows from operating activities, and despite some cash inflows from financing activities, overall cash and cash equivalents substantially decreased Condensed Consolidated Statement of Cash Flows Key Data | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (HK$ thousand) | | :--- | :--- | :--- | :--- | | Net cash used in operating activities | (22,258) | (20,686) | -1,572 | | Net cash used in investing activities | (10) | (540) | +530 | | Net cash from financing activities | 7,468 | 18,505 | -11,037 | | Net decrease in cash and cash equivalents | (14,800) | (2,721) | -12,079 | | Cash and cash equivalents at end of period | 5,825 | 22,400 | -16,575 | [Notes to the Condensed Consolidated Interim Financial Statements](index=14&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Interim%20Financial%20Statements) This section provides detailed explanations and disclosures supporting the condensed consolidated interim financial statements [Company Information](index=14&type=section&id=Company%20Information) The company is incorporated in the Cayman Islands, primarily engaged in investment holding, with its subsidiaries involved in hotel services, non-performing debt asset management, and property investment - The Company was incorporated as an exempted company in the Cayman Islands on May 15, 2012[15](index=15&type=chunk) - Its principal business is investment holding, with subsidiaries primarily engaged in hotel ownership, hotel services, non-performing debt asset management, and property investment[15](index=15&type=chunk) [Basis of Preparation and Principal Accounting Policies](index=14&type=section&id=Basis%20of%20Preparation%20and%20Principal%20Accounting%20Policies) The interim financial statements are prepared in accordance with International Financial Reporting Standards and GEM Listing Rules, using the same accounting policies as the 2024 audited consolidated financial statements, with no significant impact from newly adopted standards - The interim financial statements have been prepared in accordance with International Financial Reporting Standards issued by the International Accounting Standards Board and the applicable disclosure requirements of the GEM Listing Rules[16](index=16&type=chunk) - The accounting policies and methods of computation used in the preparation of the interim financial statements are the same as those adopted in the 2024 audited consolidated financial statements[16](index=16&type=chunk) - The Group has adopted all new and revised standards, but they have no significant impact on accounting policies and reported amounts[17](index=17&type=chunk) [Income and Loss from Non-Performing Debt Assets at Amortized Cost](index=16&type=section&id=Income%20and%20Loss%20from%20Non-Performing%20Debt%20Assets%20at%20Amortized%20Cost) The Group's revenue primarily stems from hotel operations, with hotel room revenue being the largest component but significantly declining, while no loss was recorded from non-performing debt assets this period Hotel Operating Revenue Analysis | Revenue Category | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Hotel room | 8,756 | 16,117 | | Food and beverage | 2,696 | 3,213 | | Rental income from hotel properties | 1,465 | 2,364 | | Others | 673 | 373 | | **Total** | **13,590** | **22,067** | Hotel Business Revenue by Geographical Segment | Principal Geographical Market | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Singapore | 8,937 | 15,967 | | Japan | 4,653 | 6,100 | | **Total** | **13,590** | **22,067** | - For non-performing debt assets, no impairment loss was recorded in 2025, compared to **HK$19 thousand** in 2024[18](index=18&type=chunk) [Loss Before Income Tax Expense](index=17&type=section&id=Loss%20Before%20Income%20Tax%20Expense) Key factors contributing to the loss before income tax expense include staff costs, depreciation of property, plant and equipment, depreciation of right-of-use assets, and Singapore property tax Components of Loss Before Income Tax Expense | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Staff costs | 6,189 | 6,365 | | Depreciation of property, plant and equipment | 5,584 | 4,767 | | Depreciation of right-of-use assets | 1,298 | 1,292 | | Singapore property tax | 962 | 1,668 | [Income Tax Expense](index=18&type=section&id=Income%20Tax%20Expense) The Group's income tax expense primarily originates from Singapore, taxed at 17%, while entities in other regions are subject to local tax rates or corporate income tax exemptions Income Tax Expense Components for the Period | Tax Category | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Singapore corporate income tax | 1,034 | 1,532 | - The Group incurred no assessable profits in Hong Kong, thus no Hong Kong profits tax provision was made[21](index=21&type=chunk) - Entities in the Cayman Islands and British Virgin Islands are exempt from corporate income tax; Indonesian subsidiaries are subject to a 25% income tax rate; Chinese subsidiaries are subject to a 25% corporate income tax rate; Japanese subsidiaries are subject to an effective statutory income tax rate of approximately 33.59% for Japanese profits tax[22](index=22&type=chunk) [Loss Per Share](index=19&type=section&id=Loss%20Per%20Share) Both basic and diluted loss per share attributable to owners of the company were 24.86 HK cents, an increase from the prior year, with potential dilutive ordinary shares having an anti-dilutive effect on basic loss per share Loss Per Share Calculation Data | Indicator | 2025 (HK$ thousand/thousand shares) | 2024 (HK$ thousand/thousand shares) | | :--- | :--- | :--- | | Loss used for basic and diluted loss per share | (42,206) | (34,736) | | Weighted average number of ordinary shares for basic loss per share | 169,741 | 167,520 | | Weighted average number of ordinary shares for diluted loss per share | 169,741 | 167,520 | - For the six months ended June 30, 2025 and 2024, the diluted loss per share was the same as the basic loss per share, due to the anti-dilutive effect of potential dilutive ordinary shares on basic loss per share[25](index=25&type=chunk) [Dividends](index=20&type=section&id=Dividends) The Board of Directors does not recommend the payment of any dividends for the six months ended June 30, 2025 - The Directors do not recommend the payment of any dividends for the six months ended June 30, 2025 (2024: nil)[26](index=26&type=chunk) [Trade and Other Receivables](index=20&type=section&id=Trade%20and%20Other%20Receivables) The Group's trade receivables significantly decreased, with a typical credit period of 30 days, and strict control over uncollected amounts, posing no significant credit concentration risk Ageing Analysis of Trade Receivables | Ageing | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Current to 30 days | 749 | 1,881 | | 31 to 60 days | 55 | 668 | | 61 to 90 days | – | 7 | | Over 90 days | 5 | 13 | | **Total** | **809** | **2,569** | - Trade receivables generally have a **30-day credit period** and are recognized and recorded at their original invoice amounts less impairment[27](index=27&type=chunk) - The Group maintains strict control over uncollected receivables and has no significant credit concentration risk[27](index=27&type=chunk) [Trade and Other Payables](index=21&type=section&id=Trade%20and%20Other%20Payables) The Group's trade payables increased, typically enjoying a credit period of up to 30 days, while other payables include a substantial amount of construction payables Ageing Analysis of Trade Payables | Ageing | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Current to 30 days | 1,118 | 473 | | 31 to 60 days | 220 | 246 | | 61 to 90 days | 124 | 146 | | Over 90 days | 95 | 92 | | **Total** | **1,557** | **957** | - The Group typically obtains a credit period of up to **30 days** from its suppliers, and trade payables are interest-free[29](index=29&type=chunk) - Other payables include construction payables, with a current portion of approximately **HK$42,118 thousand** and a non-current portion of approximately **HK$7,601 thousand**[29](index=29&type=chunk) [Management Discussion and Analysis](index=22&type=section&id=Management%20Discussion%20and%20Analysis) This section provides an overview of the Group's business operations, financial performance, and future outlook [Business Review](index=22&type=section&id=Business%20Review) The Group continues to focus on hotel operations in Singapore and Japan, but the Singapore Hotel G was impacted by expanded renovation works, the Japan Hanatsubaki Ryokan underperformed due to financial strain and earthquake damage, and the Bintan resort development remains suspended - The Group primarily operates Hotel G in Singapore and Hanatsubaki Ryokan in Japan, and commenced non-performing debt asset management business in 2017[30](index=30&type=chunk) - The scope of renovation and maintenance works at Hotel G Singapore expanded, further impacting its business, with completion expected by the end of 2025[30](index=30&type=chunk) - Hanatsubaki Ryokan in Japan underperformed due to financial and human resource constraints and earthquake damage in early 2024, prompting the Group to consider exploring options like disposal to alleviate liquidity pressure[30](index=30&type=chunk) - The development of the Bintan resort hotel in Indonesia has been suspended since the outbreak of the COVID-19 pandemic in early 2020, and the Group is considering seeking potential investors for capital injection[30](index=30&type=chunk) [Financial Review](index=22&type=section&id=Financial%20Review) The Group's total hotel operating revenue decreased by 38.4% year-on-year, leading to a 21.5% increase in loss attributable to owners of the company and an expanded basic loss per share, primarily due to a reduction in available rooms at Hotel G due to renovation - The Group's total hotel operating revenue was approximately **HK$13,590 thousand** (2024: approximately HK$22,067 thousand), a decrease of approximately **38.4%** compared to the same period last year[31](index=31&type=chunk) - Loss attributable to owners of the company was approximately **HK$42,206 thousand** (2024: approximately HK$34,736 thousand), an increase in loss of approximately **HK$7,470 thousand** or approximately **21.5%** compared to the same period last year[32](index=32&type=chunk) - The increase in loss was primarily due to the expanded scope of renovation and maintenance works at Hotel G, leading to a further reduction in the total number of available rooms and thus decreased revenue from the Singapore hotel business[32](index=32&type=chunk) - Basic loss per share was approximately **24.86 HK cents** (2024: approximately 20.74 HK cents (restated))[32](index=32&type=chunk) [Hotel Operations](index=23&type=section&id=Hotel%20Operations) Room revenue accounted for 64.4% of total hotel operating revenue but declined due to Hotel G's renovation, which reduced total available room nights, average room rate, and revenue per available room, despite an increase in occupancy rate; food and beverage and rental income also decreased - Room revenue was approximately **HK$8,756 thousand** (2024: approximately HK$16,117 thousand), accounting for approximately **64.4%** of the Group's total hotel operating revenue[33](index=33&type=chunk) Hotel G Operating Metrics | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Total available room nights | 16,290 | 26,754 | | Occupancy rate | 57% | 47% | | Average room rate (HK$) | 619.5 | 835.3 | | Revenue per available room (HK$) | 354.7 | 391.2 | - Food and beverage revenue was approximately **HK$2,696 thousand** (2024: approximately HK$3,213 thousand), accounting for approximately **19.8%** of total hotel operating revenue[33](index=33&type=chunk) - Rental income from hotel tenants was approximately **HK$1,465 thousand** (2024: approximately HK$2,364 thousand), accounting for approximately **10.8%** of total hotel business revenue[34](index=34&type=chunk) [Bintan Assets](index=24&type=section&id=Bintan%20Assets) The Bintan development plan has been delayed due to tightened financial resources and the COVID-19 pandemic, and the Group is considering seeking potential investors to complete or acquire the asset outright - The first phase of the Bintan development plan's construction contract was signed in September 2016, but project progress has been delayed since 2020 due to tightened financial resources and the COVID-19 pandemic[35](index=35&type=chunk) - The Group is currently considering seeking potential investors for capital injection to complete or acquire the Bintan assets outright[35](index=35&type=chunk) [Non-Performing Debt Asset Management Business](index=24&type=section&id=Non-Performing%20Debt%20Asset%20Management%20Business) No loss was recorded from the non-performing debt asset management business during the period, and management found no issues regarding the ownership and recoverability of related assets - During the review period, the Group recorded no loss from non-performing debt assets (net of impairment loss) (2024: loss of approximately **HK$19 thousand**)[36](index=36&type=chunk) - As of the date of this interim report, management has not identified any issues regarding the ownership and recoverability of non-performing debt assets[36](index=36&type=chunk) [Liquidity, Financial Resources, and Capital Structure](index=24&type=section&id=Liquidity%2C%20Financial%20Resources%2C%20and%20Capital%20Structure) The Group faces liquidity pressure with significantly increased net current liabilities and short-term interest-bearing borrowings; to address this, the Group completed a placing to raise funds for general working capital and is actively monitoring and managing its capital - As of June 30, 2025, the Group recorded net current liabilities of approximately **HK$579,863 thousand** (2024: approximately HK$499,600 thousand)[37](index=37&type=chunk) - Short-term interest-bearing bank and other borrowings amounted to approximately **HK$489,076 thousand** (2024: approximately HK$427,857 thousand)[37](index=37&type=chunk) - The Company completed a placing on June 18, 2025, issuing **33,504,000 shares** with net proceeds of approximately **HK$3,824 thousand**, intended for the Group's general working capital[38](index=38&type=chunk)[39](index=39&type=chunk) - The Board believes the placing is the best fundraising method to strengthen the financial position, provide working capital, broaden the shareholder base, and enhance the capital base, superior to debt financing, bank borrowings, rights issues, or open offers[40](index=40&type=chunk) [Measures to Address Going Concern Issues](index=26&type=section&id=Measures%20to%20Address%20Going%20Concern%20Issues) To resolve going concern uncertainties, the Group is implementing several measures, including advancing Hotel G renovations, utilizing placing proceeds, actively seeking new financing, negotiating debt restructuring with existing lenders, and implementing cost control and asset disposals - The scope of renovation and maintenance works at Hotel G has expanded to include the annex building and main building, with completion expected by the end of 2025[42](index=42&type=chunk) - The placing was completed on June 18, 2025, with net proceeds of approximately **HK$3,824 thousand**, of which approximately **HK$2,900 thousand** has been used for the Group's general working capital[43](index=43&type=chunk) - The Group is committed to obtaining new financing sources at reasonable costs and actively negotiating with existing lenders for extensions, refinancing, or restructuring of existing borrowings, as well as reducing interest rates and/or deferring principal and interest payments[44](index=44&type=chunk) - The Group continues to seek suitable opportunities to dispose of its assets to increase cash inflow while implementing cost control measures to streamline administrative expenses[44](index=44&type=chunk) [Material Investments](index=26&type=section&id=Material%20Investments) During the review period, the Group did not acquire or hold any material investments - During the review period, the Group did not acquire or hold any material investments (2024: nil)[45](index=45&type=chunk) [Material Acquisitions and Disposals](index=27&type=section&id=Material%20Acquisitions%20and%20Disposals) During the review period, the Group had no material acquisitions or disposals of subsidiaries, associates, and joint ventures - During the review period, the Group had no material acquisitions or disposals of subsidiaries, associates, and joint ventures[46](index=46&type=chunk) [Future Plans for Material Investments and Capital Assets](index=27&type=section&id=Future%20Plans%20for%20Material%20Investments%20and%20Capital%20Assets) As of the date of this interim report, the Group has no plans for material investments and capital assets other than those disclosed herein - Other than those disclosed in this report, as of the date of this interim report, the Group has no plans for material investments and capital assets[47](index=47&type=chunk) [Gearing Ratio](index=27&type=section&id=Gearing%20Ratio) The gearing ratio is not applicable as the Group recorded a deficit attributable to owners of the company as of June 30, 2025 - As of June 30, 2025, the Group recorded total debt of approximately **HK$546,056 thousand** and a total deficit of approximately **HK$140,425 thousand**, making the gearing ratio not applicable (June 30, 2024: approximately 1,811.1%)[48](index=48&type=chunk) [Contingent Liabilities](index=27&type=section&id=Contingent%20Liabilities) As of June 30, 2025, the Group's management is not aware of any significant claims against the Group - As of June 30, 2025, the Group's management is not aware of any significant claims against the Group (December 31, 2024: nil)[49](index=49&type=chunk) [Share Consolidation and Change in Board Lot Size](index=27&type=section&id=Share%20Consolidation%20and%20Change%20in%20Board%20Lot%20Size) The company completed a share consolidation (25 shares into 1) and changed the board lot size to enhance share value and market liquidity - Every twenty-five (25) issued and unissued ordinary shares of HK$0.001 each in the Company's existing share capital have been consolidated into one (1) ordinary share of HK$0.025 each, effective March 5, 2025[50](index=50&type=chunk) - The board lot size for trading on the Stock Exchange has been changed from **2,000 existing shares** to **6,000 consolidated shares**, effective March 19, 2025[50](index=50&type=chunk) - As of the date of this report, the Company's authorized share capital is **HK$50,000,000**, divided into **2,000,000,000 consolidated shares** of HK$0.025 each, of which **201,024,000 shares** are issued and fully paid or credited as fully paid[50](index=50&type=chunk) [Employees and Remuneration Policy](index=27&type=section&id=Employees%20and%20Remuneration%20Policy) The Group's employee count and total staff costs decreased, with remuneration policies aligned with market practices, determined by performance and experience, and including retirement benefits and training - As of June 30, 2025, the Group employed a total of **53 employees** (December 31, 2024: 60 employees)[51](index=51&type=chunk) - Total staff costs (including directors' emoluments) for the review period were approximately **HK$6,189 thousand** (2024: approximately HK$6,365 thousand)[51](index=51&type=chunk) - The Group's remuneration policy aligns with prevailing market practices and is determined based on individual employee performance and experience, also providing retirement benefits and training[51](index=51&type=chunk)[52](index=52&type=chunk)[54](index=54&type=chunk) [Share Option Scheme](index=28&type=section&id=Share%20Option%20Scheme) The company's 2014 share option scheme has expired, with all granted options lapsed; a new 2024 scheme was adopted to incentivize and retain talent, detailing participant eligibility, grant conditions, exercise price, vesting period, and share number limits, though no options have been granted to date - The 2014 Share Option Scheme expired on June 19, 2024, with all **52,350,000 share options** granted during its tenure having lapsed, primarily due to employee resignations[55](index=55&type=chunk)[64](index=64&type=chunk)[70](index=70&type=chunk) - The Company adopted a new 2024 Share Option Scheme, effective for **10 years** from May 31, 2024, aimed at rewarding, attracting, and retaining eligible participants who contribute to the Group's long-term development[56](index=56&type=chunk)[63](index=63&type=chunk) - Participants in the 2024 Share Option Scheme include the Group's directors and employees, associated entity participants, and service providers, with the exercise price being the higher of the closing price on the grant date, the average closing price for the preceding five business days, and the nominal value of the shares[57](index=57&type=chunk)[58](index=58&type=chunk) - Share options typically require a minimum **12-month holding period** before exercise, with the scheme's authorized limit set at **10%** of the total issued shares on the adoption date, and a **1%** sub-limit for service providers[59](index=59&type=chunk) - Due to the share consolidation, as of June 30, 2025, the total number of shares available for issue under the scheme authorization and service provider sub-limit was **16,752,000 shares** and **1,675,200 shares**, respectively[66](index=66&type=chunk) - No share options have been granted under the 2024 Share Option Scheme since its adoption[67](index=67&type=chunk) [Foreign Exchange Risk](index=34&type=section&id=Foreign%20Exchange%20Risk) The Group's transactions in Singapore, Indonesia, Japan, and China are primarily settled in local functional currencies, resulting in minimal transactional foreign exchange risk, but translation risk exists when converting these functional currencies to HKD, with no financial instruments used for hedging - The vast majority of transactions by the Group's subsidiaries in Singapore, Indonesia, Japan, and China are settled in Singapore Dollars, Indonesian Rupiah, Japanese Yen, and Renminbi, respectively, resulting in minimal foreign exchange risk[68](index=68&type=chunk) - The translation of the functional currencies of these subsidiaries into the presentation currency of HKD may be subject to foreign exchange risk[68](index=68&type=chunk) - During the review period, the Group did not use any financial instruments to hedge foreign exchange risk[68](index=68&type=chunk) [Pledge of Group Assets](index=34&type=section&id=Pledge%20of%20Group%20Assets) The Group has pledged certain property, plant, and equipment to secure bank financing - As of June 30, 2025, certain property, plant and equipment with a net book value of approximately **HK$138,119 thousand** (December 31, 2024: approximately HK$121,870 thousand) were pledged to secure bank financing[69](index=69&type=chunk) [Dividends](index=35&type=section&id=Dividends) The Board of Directors does not recommend the payment of any dividends for the review period - The Board of Directors does not recommend the payment of any dividends for the review period (2024: nil)[71](index=71&type=chunk) [Financing Agreement and Specific Performance Deed by Controlling Shareholder](index=35&type=section&id=Financing%20Agreement%20and%20Specific%20Performance%20Deed%20by%20Controlling%20Shareholder) The Group secured a SGD75,000,000 term loan facility in December 2024 but defaulted on accrued interest payments in June 2025; the Group is actively negotiating with the lender for a waiver and exploring refinancing options - The Company's subsidiary HHI entered into a financing agreement with an independent third-party lender on October 30, 2024, securing a **SGD75,000,000** term loan facility[72](index=72&type=chunk) - The loan facility was drawn down on December 6, 2024, to repay old debts, fund working capital, and cover financing costs[73](index=73&type=chunk) - The loan facility is secured by HHI's operating accounts, a legal mortgage executed by HHI over Hotel G, a fixed and floating charge over all assets and undertakings of HHI, and a charge executed by Silverine over HHI shares[72](index=72&type=chunk) - The Group failed to pay accrued interest when due in June 2025 under the terms of the financing agreement, resulting in an event of default[75](index=75&type=chunk) - The Group is actively negotiating with the lender for a waiver of the default and exploring options for extension, refinancing, or restructuring of existing borrowings, as well as reducing interest rates and/or deferring principal and interest payments[77](index=77&type=chunk) - As of the date of this report, the lender has not demanded immediate repayment of the loan facility, and the total outstanding principal remains **SGD75,000,000**[75](index=75&type=chunk)[77](index=77&type=chunk) [Outlook](index=37&type=section&id=Outlook) The company maintains cautious optimism for future prospects, contingent on timely refinancing, and will continue to evaluate its hotel portfolio, seek special asset investment opportunities, and actively address liquidity challenges; Singapore hotels show a positive outlook, while Japanese hotels may be considered for sale due to difficulties, and the Bintan resort development awaits refinancing - The Company maintains cautious optimism for its future prospects, anticipating recovery from the COVID-19 pandemic, provided timely refinancing is secured[78](index=78&type=chunk) - The Company will continue to evaluate its existing investment portfolio and seek suitable special asset investment and restructuring opportunities[78](index=78&type=chunk) - Singapore hotels have a positive outlook with timely refinancing, and management remains keen to seek business partners to enhance overall performance[78](index=78&type=chunk) - Hanatsubaki Ryokan in Japan is currently underperforming, and the Group may consider exploring possible options (including but not limited to disposal of Hanatsubaki Ryokan) to alleviate liquidity pressure, subject to timely refinancing[79](index=79&type=chunk) - The Bintan resort development project presents a good opportunity to expand regional presence, but its sustainability requires careful evaluation and successful, timely refinancing[80](index=80&type=chunk) - The Company acknowledges the severity of its current liquidity challenges and is actively seeking refinancing to stabilize its financial position[80](index=80&type=chunk) [Audit Committee](index=38&type=section&id=Audit%20Committee) The Audit Committee is responsible for reviewing and overseeing the Group's financial reporting process, risk management, and internal control systems; its composition changed on January 6, 2025, and it has reviewed the unaudited consolidated results for the period, confirming compliance with applicable accounting standards and GEM Listing Rules - The Audit Committee is responsible for reviewing and overseeing the Group's financial reporting process, risk management, and internal control systems, and providing recommendations to the Board[81](index=81&type=chunk) - The composition of the Audit Committee changed on January 6, 2025, with Mr. Deng Zhaoming appointed as Chairman[81](index=81&type=chunk) - The Audit Committee has reviewed the Group's unaudited consolidated results for the review period and this report, deeming them compliant with applicable accounting standards, GEM Listing Rules, and other relevant legal requirements[81](index=81&type=chunk) [Remuneration Committee](index=39&type=section&id=Remuneration%20Committee) The Remuneration Committee is responsible for reviewing and recommending to the Board the remuneration policy and structure for directors and senior management; its composition changed on January 6, 2025, with Ms. Chen Huiqi remaining as Chairperson - The Remuneration Committee is responsible for reviewing and recommending to the Board the policy and structure for all remuneration of the Company's directors and senior management[82](index=82&type=chunk) - The composition of the Remuneration Committee changed on January 6, 2025, with Ms. Chen Huiqi remaining as Chairperson of the Remuneration Committee[82](index=82&type=chunk) [Nomination and Corporate Governance Committee](index=39&type=section&id=Nomination%20and%20Corporate%20Governance%20Committee) The Nomination and Corporate Governance Committee is responsible for reviewing the board structure, identifying director candidates, and formulating corporate governance policies; its composition changed on January 6, 2025, with Mr. Huang Junxiong remaining as Chairman - The Nomination and Corporate Governance Committee is responsible for reviewing the Board's structure, size, composition, and diversity, identifying suitable candidates for Board membership, and formulating and reviewing the Company's corporate governance policies and practices[83](index=83&type=chunk) - The composition of the Nomination and Corporate Governance Committee changed on January 6, 2025, with Mr. Huang Junxiong remaining as Chairman[83](index=83&type=chunk) [Other Information](index=40&type=section&id=Other%20Information) This section includes additional disclosures regarding corporate governance, directors' securities transactions, competing interests, and shareholdings [Corporate Governance Code](index=40&type=section&id=Corporate%20Governance%20Code) The Group has complied with the code provisions of the Corporate Governance Code set out in Part 2 of Appendix C1 to the GEM Listing Rules during the review period - For the six months ended June 30, 2025, the Group has complied with the code provisions of the Corporate Governance Code set out in Part 2 of Appendix C1 to the GEM Listing Rules[85](index=85&type=chunk) [Code for Securities Transactions by Directors](index=40&type=section&id=Code%20for%20Securities%20Transactions%20by%20Directors) The company has adopted the required standard of dealings under the GEM Listing Rules as its code for directors' securities transactions, and all directors have confirmed compliance with this code - The Company has adopted the required standard of dealings set out in Rules 5.48 to 5.67 of the GEM Listing Rules as its code for securities transactions by directors[86](index=86&type=chunk) - Following specific enquiries made to all Directors, all Directors confirmed that they have complied with the required standard of dealings and the code for securities transactions by Directors throughout the review period[86](index=86&type=chunk) [Competing Interests](index=40&type=section&id=Competing%20Interests) During the review period and up to the date of this report, all directors or controlling shareholders and their respective close associates confirmed that they had no business or interests in any company that competes or may compete with the Group's business - During the review period and up to the date of this report, each Director or controlling shareholder and their respective close associates confirmed that they had no business or interests in any company that constitutes or may constitute a competition with the Group's business, nor any other conflicts of interest with the Group[87](index=87&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) During the review period, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities - During the review period, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities[88](index=88&type=chunk) [Directors' and Chief Executive's Interests in Shares and Underlying Shares of the Company and Associated Corporations](index=41&type=section&id=Directors%27%20and%20Chief%20Executive%27s%20Interests%20in%20Shares%20and%20Underlying%20Shares%20of%20the%20Company%20and%20Associated%20Corporations) As of June 30, 2025, Mr. Lu Tianshun, Mr. Huang Junxiong, and Mr. Yuan Liqian held significant interests in the company's shares through controlled corporations, representing 48.61% of the total issued shares Directors' and Chief Executive's Long Positions in the Company's Shares | Name | Capacity | Total Number of Shares Held | Approximate Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Mr. Lu Tianshun | Interest in controlled corporation | 97,725,600 | 48.61% | | Mr. Huang Junxiong | Interest in controlled corporation | 97,725,600 | 48.61% | | Mr. Yuan Liqian | Interest in controlled corporation | 97,725,600 | 48.61% | - These interests are primarily held through Ace Kingdom Enterprises Corporation, which is owned by Boomerang Investment Limited (36%), Mr. Guo Erche (35%), Billion Supreme Holdings Limited (20%), and Mr. Yuan Liqian (9%)[93](index=93&type=chunk) - As of June 30, 2025, the total number of issued shares of the Company was **201,024,000 shares**[92](index=92&type=chunk) [Substantial Shareholders' Interests and Short Positions in Shares and Underlying Shares of the Company](index=43&type=section&id=Substantial%20Shareholders%27%20Interests%20and%20Short%20Positions%20in%20Shares%20and%20Underlying%20Shares%20of%20the%20Company) As of June 30, 2025, Ace Kingdom Enterprises Corporation and its associates, CMI Financial Holding Company Limited and its associates, and China Orient Asset Management Co. were the company's substantial shareholders, holding significant proportions of shares Substantial Shareholders' Long Positions in Shares | Shareholder Name/Name | Capacity | Number of Shares | Approximate Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Ace Kingdom Enterprises Corporation | Beneficial owner | 97,725,600 | 48.61% | | Boomerang Investment Limited | Interest in controlled corporation | 97,725,600 | 48.61% | | Mr. Guo Erche | Interest in controlled corporation | 97,725,600 | 48.61% | | Billion Supreme Holdings Limited | Interest in controlled corporation | 97,725,600 | 48.61% | | CMI Financial Holding Company Limited | Beneficial owner | 27,600,000 | 13.73% | | China Minsheng Investment Corp., Ltd. | Interest in controlled corporation | 27,600,000 | 13.73% | | China Orient Asset Management Co. | Beneficial owner | 12,400,000 | 6.17% | - Ace Kingdom is owned by Boomerang Investment Limited (36%), Mr. Guo Erche (35%), Billion Supreme Holdings Limited (20%), and Mr. Yuan Liqian (9%)[96](index=96&type=chunk) - CMI Financial Holding Company Limited is wholly owned by CMIG Asia Asset Management Limited, which is wholly owned by China Minsheng Investment Corp., Ltd[96](index=96&type=chunk) - China Orient Asset Management Co. has a deemed interest in **12,400,000 shares** held by its controlled corporation, adjusted for the share consolidation[96](index=96&type=chunk)

Core Viewpoint - Huaxing Holdings (08237.HK) reported a significant decline in revenue and increased losses for the six months ending June 30, 2025, indicating financial challenges ahead [1] Financial Performance - Revenue for the period was HKD 13.59 million, a decrease of 38.4% year-on-year [1] - Gross profit was HKD 1.851 million, down 82.8% compared to the previous year [1] - The loss attributable to shareholders was HKD 42.206 million, compared to a loss of HKD 34.736 million in the same period last year [1] - Basic loss per share was HKD 0.2486 [1]

Core Viewpoint - Huaxing Holdings (08237) reported a significant decline in revenue and an increase in shareholder losses for the six months ending June 30, 2025, indicating ongoing financial challenges for the company [1] Financial Performance - Revenue for the period was HKD 13.59 million, representing a year-on-year decrease of 38.41% [1] - The loss attributable to shareholders was HKD 42.206 million, which expanded by 21.51% compared to the previous year [1] - Basic earnings per share were reported at HKD 0.2486 [1]

[Company Information](index=5&type=section&id=%E5%85%AC%E5%8F%B8%E8%B3%87%E6%96%99) This section outlines the company's board and committee composition, including recent changes, and its registered and principal office details [Board and Committee Composition](index=5&type=section&id=%E8%91%A3%E4%BA%8B%E6%9C%83%E5%8F%8A%E5%A7%94%E5%93%A1%E6%9C%83%E7%B5%84%E6%88%90) The Board of Directors comprises executive, non-executive, and independent non-executive directors, with committee membership changes effective January 6, 2025 - Board members include Executive Directors Mr. He Dingding (CEO) and Mr. Lu Tianshun[11](index=11&type=chunk) - The Audit Committee Chairman changed from Ms. Tam Mei Chu to Mr. Tang Chiu Ming, while Ms. Chan Wai Ki and Mr. Wong Chun Hung remained Chairpersons of the Remuneration and Nomination and Corporate Governance Committees, respectively, all effective January 6, 2025[11](index=11&type=chunk) [Registered and Principal Offices](index=6&type=section&id=%E8%A8%BB%E5%86%8A%E5%8F%8A%E4%B8%BB%E8%A6%81%E8%BE%A6%E4%BA%8B%E8%99%95) The company's registered office is in the Cayman Islands, with its principal place of business in Hong Kong, stock code 8237, and a corporate website - The company's registered office is located at Cricket Square, Cayman Islands[12](index=12&type=chunk) - The principal place of business in Hong Kong is on the 16th Floor, Kai Tak Commercial Building, 317 & 319 Des Voeux Road Central, Sheung Wan, Hong Kong[12](index=12&type=chunk) - The company's stock code is **8237**, and its website is www.irasia.com/listco/hk/linkholdings[12](index=12&type=chunk) [Financial Highlights](index=7&type=section&id=%E8%B2%A1%E5%8B%99%E6%91%98%E8%A6%81) This section summarizes the Group's operating results, showing a significant decline in hotel revenue and increased net loss attributable to owners [Overview of Operating Results](index=7&type=section&id=%E7%B6%93%E7%87%9F%E6%A5%AD%E7%B8%BE%E6%A6%82%E8%A6%BD) The Group's hotel operating revenue significantly decreased by **38.4%**, leading to a **21.5%** increase in loss attributable to owners and expanded basic loss per share Key Financial Metrics Comparison (For the six months ended June 30) | Metric | 2025 (HKD) | 2024 (HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Hotel Operating Revenue | 13,590,000 | 22,067,000 | -38.4% | | Loss Attributable to Owners of the Company | 42,206,000 | 34,736,000 | +21.5% | | Basic Loss Per Share | 24.86 HK cents | 20.74 HK cents (Restated) | +19.8% | [Condensed Consolidated Statement of Comprehensive Income](index=8&type=section&id=%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E5%85%A8%E9%9D%A2%E6%94%B6%E7%9B%8A%E8%A1%A8) This section analyzes the Group's comprehensive income, showing significant revenue decline, reduced gross profit, and increased losses for the period [Analysis of Comprehensive Income Statement](index=8&type=section&id=%E5%85%A8%E9%9D%A2%E6%94%B6%E7%9B%8A%E8%A1%A8%E5%88%86%E6%9E%90) The Group experienced a significant revenue decline, leading to an over **80%** reduction in gross profit and increased losses, driven by lower hotel revenue and exchange differences Condensed Consolidated Statement of Comprehensive Income (For the six months ended June 30) | Metric | 2025 (HKD '000) | 2024 (HKD '000) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 13,590 | 22,067 | -38.4% | | Cost of Sales | (11,739) | (11,316) | +3.7% | | Gross Profit | 1,851 | 10,751 | -82.8% | | Loss Before Income Tax | (41,192) | (33,267) | +23.8% | | Loss for the Period | (42,226) | (34,799) | +21.3% | | Exchange Differences Arising from Translation of Foreign Operations | (20,856) | (13,496) | +54.5% | | Total Comprehensive Expenses for the Period | (63,082) | (48,295) | +30.6% | | Loss for the Period Attributable to Owners of the Company | (42,206) | (34,736) | +21.5% | | Basic Loss Per Share (HK cents) | (24.86) | (20.74) | +19.8% | - Loss for the period was primarily due to decreased hotel operating revenue and increased administrative expenses and finance costs[15](index=15&type=chunk) - Exchange differences arising from the translation of foreign operations led to a significant increase in other comprehensive expenses[15](index=15&type=chunk) [Condensed Consolidated Statement of Financial Position](index=10&type=section&id=%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E7%8B%80%E6%B3%81%E8%A1%A8) This section analyzes the Group's financial position, revealing increased non-current assets, decreased current assets, and expanded net liabilities and owner's deficit [Analysis of Financial Position](index=10&type=section&id=%E8%B2%A1%E5%8B%99%E7%8B%80%E6%B3%81%E5%88%86%E6%9E%90) As of June 30, 2025, the Group's financial position deteriorated with increased non-current assets, decreased current assets, and significantly expanded net liabilities and owner's deficit Condensed Consolidated Statement of Financial Position (As at June 30, 2025) | Metric | June 30, 2025 (HKD '000) | December 31, 2024 (HKD '000) | Change (%) | | :--- | :--- | :--- | :--- | | Total Non-Current Assets | 480,809 | 457,304 | +5.1% | | Total Current Assets | 29,973 | 39,226 | -23.6% | | Total Current Liabilities | 609,836 | 538,826 | +13.2% | | Net Current Liabilities | (579,863) | (499,600) | +16.1% | | Net Liabilities | (140,425) | (81,284) | +72.8% | | Equity Attributable to Owners of the Company | (137,360) | (78,270) | +75.5% | - Net current liabilities significantly increased, primarily due to a rise in interest-bearing bank and other borrowings[17](index=17&type=chunk) - Equity attributable to owners of the company expanded from a deficit to **HKD 137,360 thousand**, indicating a continuous deterioration in financial position[18](index=18&type=chunk) [Condensed Consolidated Statement of Changes in Equity](index=12&type=section&id=%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E6%AC%8A%E7%9B%8A%E8%AE%8A%E5%8B%95%E8%A1%A8) This section analyzes changes in the Group's equity, revealing expanded accumulated losses and negative translation reserves, leading to a deteriorating owner's equity position [Analysis of Changes in Equity](index=12&type=section&id=%E6%AC%8A%E7%9B%8A%E8%AE%8A%E5%8B%95%E5%88%86%E6%9E%90) The Group's accumulated losses and negative translation reserves significantly expanded, leading to a deteriorating equity position for owners, despite share capital increases from placements Condensed Consolidated Statement of Changes in Equity (For the six months ended June 30, 2025) | Metric | June 30, 2025 (HKD '000) | January 1, 2024 (HKD '000) | | :--- | :--- | :--- | | Share Capital | 5,026 | 4,188 | | Share Premium | 366,455 | 363,352 | | Translation Reserve | (105,776) | (79,560) | | Accumulated Losses | (478,735) | (301,415) | | Equity Attributable to Owners of the Company | (137,360) | 71,204 | | Total Deficit | (140,425) | 72,603 | - Loss for the period of **HKD 42,206 thousand** and exchange differences of **HKD 20,825 thousand** arising from the translation of foreign operations were key factors in the significant reduction of equity[19](index=19&type=chunk) - Share issuance through placement brought an increase of **HKD 3,941 thousand** in share capital and share premium, but failed to reverse the overall trend of expanding deficit[19](index=19&type=chunk) [Condensed Consolidated Statement of Cash Flows](index=14&type=section&id=%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E7%8F%BE%E9%87%91%E6%B5%81%E9%87%8F%E8%A1%A8) This section analyzes the Group's cash flows, revealing continued operating cash outflows and a significant reduction in overall cash and cash equivalents [Analysis of Cash Flows](index=14&type=section&id=%E7%8F%BE%E9%87%91%E6%B5%81%E9%87%8F%E5%88%86%E6%9E%90) The Group's operating activities continued to generate cash outflows, leading to a significant decrease in overall cash and cash equivalents despite financing inflows Condensed Consolidated Statement of Cash Flows (For the six months ended June 30) | Metric | 2025 (HKD '000) | 2024 (HKD '000) | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | (22,258) | (20,686) | | Net Cash Used in Investing Activities | (10) | (540) | | Net Cash From Financing Activities | 7,468 | 18,505 | | Net Decrease in Cash and Cash Equivalents | (14,800) | (2,721) | | Cash and Cash Equivalents at End of Period | 5,825 | 22,400 | - Net cash used in operating activities increased year-on-year, indicating intensified cash consumption by core operations[21](index=21&type=chunk) - Net cash from financing activities significantly decreased year-on-year, reflecting potential impacts on external financing capabilities[21](index=21&type=chunk) [Notes to the Condensed Consolidated Interim Financial Statements](index=15&type=section&id=%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E4%B8%AD%E6%9C%9F%E8%B2%A1%E5%8B%99%E5%A0%B1%E8%A1%A8%E9%99%84%E8%A8%BB) This section provides detailed notes on the interim financial statements, including company information, accounting policies, revenue, expenses, tax, loss per share, dividends, and receivables/payables [Company Information](index=15&type=section&id=%E5%85%AC%E5%8F%B8%E8%B3%87%E6%96%99) The Company, incorporated in the Cayman Islands, primarily engages in investment holding, with subsidiaries in hotel ownership, services, distressed debt, and property investment - The Company was incorporated as an exempted company in the Cayman Islands on **May 15, 2012**[22](index=22&type=chunk) - Its principal business is investment holding, with subsidiaries primarily engaged in hotel ownership, hotel services, distressed debt asset management, and property investment[22](index=22&type=chunk) [Basis of Preparation and Principal Accounting Policies](index=15&type=section&id=%E7%B7%A8%E8%A3%BD%E5%9F%BA%E6%BA%96%E5%8F%8A%E4%B8%BB%E8%A6%81%E6%9C%83%E8%A8%88%E6%94%BF%E7%AD%96) Interim financial statements adhere to IFRS and GEM Listing Rules, using consistent accounting policies, with no significant impact from newly adopted standards - The interim financial statements are prepared in accordance with International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board and the applicable disclosure requirements of the GEM Listing Rules[23](index=23&type=chunk) - The accounting policies and methods of computation used in preparing these interim financial statements are consistent with those used in the 2024 audited consolidated financial statements[23](index=23&type=chunk) - The adoption of all new and revised standards, amendments, and interpretations had no significant impact on the Group's accounting policies or the amounts reported for the current and prior periods[24](index=24&type=chunk) [Revenue and Loss from Distressed Debt Assets Accounted for at Amortized Cost](index=17&type=section&id=%E6%8C%89%E6%94%A4%E9%8A%B7%E6%88%90%E6%9C%AC%E5%88%97%E8%B3%A3%E7%9A%84%E4%B8%8D%E8%89%AF%E5%82%B5%E5%8B%99%E8%B3%87%E7%94%A2%E6%94%B6%E5%85%A5%E5%8F%8A%E8%99%A7%E6%90%8D) The Group's revenue primarily from hotel operations, with hotel room revenue significantly declining; distressed debt assets recorded no losses, and revenue mainly from Singapore and Japan Revenue Analysis (For the six months ended June 30) | Revenue Source | 2025 (HKD '000) | 2024 (HKD '000) | Change (%) | | :--- | :--- | :--- | :--- | | Hotel Room | 8,756 | 16,117 | -45.7% | | Food & Beverage | 2,696 | 3,213 | -16.1% | | Rental Income from Hotel Properties | 1,465 | 2,364 | -38.0% | | Other Hotel Income | 673 | 373 | +80.4% | | **Total Hotel Operating Revenue** | **13,590** | **22,067** | **-38.4%** | | Distressed Debt Asset Impairment Loss | – | (19) | -100% | Revenue by Geographical Segment (For the six months ended June 30) | Principal Geographical Market | 2025 (HKD '000) | 2024 (HKD '000) | | :--- | :--- | :--- | | Singapore | 8,937 | 15,967 | | Japan | 4,653 | 6,100 | | **Total** | **13,590** | **22,067** | [Loss Before Income Tax Expense](index=18&type=section&id=%E9%99%A4%E6%89%80%E5%BE%97%E7%A8%85%E9%96%8B%E6%94%AF%E5%89%8D%E8%99%A7%E6%90%8D) The Group's loss before income tax was primarily influenced by staff costs, depreciation of property, plant and equipment, and Singapore property tax Key Expense Items (For the six months ended June 30) | Expense Item | 2025 (HKD '000) | 2024 (HKD '000) | | :--- | :--- | :--- | | Staff Costs | 6,189 | 6,365 | | Depreciation of Property, Plant and Equipment | 5,584 | 4,767 | | Depreciation of Right-of-Use Assets | 1,298 | 1,292 | | Singapore Property Tax | 962 | 1,668 | [Income Tax Expense](index=19&type=section&id=%E6%89%80%E5%BE%97%E7%A8%85%E9%96%8B%E6%94%AF) The Group's income tax expense primarily from Singapore at **17%**, with exemptions for HK, Cayman, BVI entities, and local rates for Indonesia, China, and Japan subsidiaries - There was no assessable profit in Hong Kong, hence no Hong Kong profits tax provision[28](index=28&type=chunk) - Singapore corporate income tax is provided at a **17%** rate, being the sole component of income tax expense for the period, amounting to **HKD 1,034 thousand** in 2025 and **HKD 1,532 thousand** in 2024[29](index=29&type=chunk)[30](index=30&type=chunk) - Indonesian subsidiaries are taxed at **25%**, Chinese subsidiaries at **25%** corporate income tax, and Japanese subsidiaries at an effective statutory income tax rate of approximately **33.59%**[29](index=29&type=chunk) [Loss Per Share](index=20&type=section&id=%E6%AF%8F%E8%82%A1%E8%99%A7%E6%90%8D) Basic and diluted loss per share attributable to owners increased, with diluted loss per share matching basic loss due to anti-dilutive effects Loss Per Share (For the six months ended June 30) | Metric | 2025 (HK cents) | 2024 (HK cents) | | :--- | :--- | :--- | | Basic Loss Per Share | (24.86) | (20.74) | | Diluted Loss Per Share | (24.86) | (20.74) | - Diluted loss per share was the same as basic loss per share due to the anti-dilutive effect of potential dilutive ordinary shares on basic loss per share[32](index=32&type=chunk) - The weighted average number of ordinary shares used in calculating basic and diluted loss per share has been adjusted for the share consolidation effective **March 5, 2025**[31](index=31&type=chunk) [Dividends](index=21&type=section&id=%E8%82%A1%E6%81%AF) The Board does not recommend any dividend payment for the six months ended June 30, 2025 - The Directors do not recommend the payment of any dividend for the six months ended **June 30, 2025** (2024: nil)[33](index=33&type=chunk) [Trade and Other Receivables](index=21&type=section&id=%E8%B2%BF%E6%98%93%E5%8F%8A%E5%85%B6%E4%BB%96%E6%87%89%E6%94%B6%E6%AC%BE%E9%A0%85) The Group's trade receivables significantly decreased, with a **30-day** credit period and no major credit concentration risk, under strict management control - As at **June 30, 2025**, trade receivables were approximately **HKD 809,000** (December 31, 2024: approximately **HKD 2,569,000**), representing a significant decrease[34](index=34&type=chunk) - Trade receivables generally have a **30-day** credit period, with no significant credit concentration risk[34](index=34&type=chunk) Trade Receivables Ageing Analysis (As at the end of the reporting period) | Ageing | June 30, 2025 (HKD '000) | December 31, 2024 (HKD '000) | | :--- | :--- | :--- | | Current to 30 days | 749 | 1,881 | | 31 to 60 days | 55 | 668 | | 61 to 90 days | – | 7 | | Over 90 days | 5 | 13 | | **Total** | **809** | **2,569** | [Trade and Other Payables](index=22&type=section&id=%E8%B2%BF%E6%98%93%E5%8F%8A%E5%85%B6%E4%BB%96%E6%87%89%E4%BB%98%E6%AC%BE%E9%A0%85) The Group's trade payables increased with a **30-day** credit period, and both current and non-current construction payables also rose - As at **June 30, 2025**, trade payables were approximately **HKD 1,557,000** (December 31, 2024: approximately **HKD 957,000**), representing an increase[36](index=36&type=chunk) - The Group typically obtains a maximum **30-day** credit period from its suppliers, and trade payables are interest-free[36](index=36&type=chunk) Trade Payables Ageing Analysis (As at the end of the reporting period) | Ageing | June 30, 2025 (HKD '000) | December 31, 2024 (HKD '000) | | :--- | :--- | :--- | | Current to 30 days | 1,118 | 473 | | 31 to 60 days | 220 | 246 | | 61 to 90 days | 124 | 146 | | Over 90 days | 95 | 92 | | **Total** | **1,557** | **957** | - Other payables include amounts due for construction work, with current portion of approximately **HKD 42,118,000** and non-current portion of approximately **HKD 7,601,000**, both showing increases[36](index=36&type=chunk) [Management Discussion and Analysis](index=23&type=section&id=%E7%AE%A1%E7%90%86%E5%B1%A4%E8%A8%8E%E8%AB%96%E5%8F%8A%E5%88%86%E6%9E%90) This section reviews the Group's business and financial performance, covering hotel operations, asset management, liquidity, capital structure, and corporate governance [Business Review](index=23&type=section&id=%E6%A5%AD%E5%8B%99%E5%9B%9E%E9%A1%A7) The Group operates hotels in Singapore and Japan, and distressed debt assets; Singapore hotel renovations expanded, Japan hotel underperformed due to financial and earthquake issues, and Bintan development remains suspended - The Group continues to focus on operating its hotel businesses in Singapore and Japan, and managing distressed debt assets[37](index=37&type=chunk) - Singapore's Hotel Grand Central experienced a further reduction in available rooms due to expanded renovation and maintenance works, with completion expected by **end-2025**[37](index=37&type=chunk) - Japan's Hanatsubaki Onsen Hotel business underperformed due to financial and human resource constraints and the Noto Peninsula earthquake, leading the Group to consider exploring sale options to alleviate liquidity pressure[37](index=37&type=chunk) - The development of Bintan Resort Hotel in Indonesia has been suspended since early **2020** due to the COVID-19 pandemic, and the Group is considering seeking potential investors for capital injection[37](index=37&type=chunk) [Financial Review](index=23&type=section&id=%E8%B2%A1%E5%8B%99%E5%9B%9E%E9%A1%A7) The Group's total hotel operating revenue decreased by **38.4%** due to renovations, leading to a **21.5%** increase in loss attributable to owners and expanded basic loss per share - Total hotel operating revenue was approximately **HKD 13,590,000**, a decrease of approximately **38.4%** year-on-year, mainly due to a further reduction in available rooms from expanded renovation and maintenance works at Hotel Grand Central[38](index=38&type=chunk) - Loss attributable to owners of the company was approximately **HKD 42,206,000**, an increase of approximately **21.5%** year-on-year[39](index=39&type=chunk) - Basic loss per share was approximately **24.86 HK cents** (2024: approximately **20.74 HK cents** (restated))[39](index=39&type=chunk) [Hotel Operations](index=24&type=section&id=%E9%85%92%E5%BA%97%E7%B6%93%E7%87%9F) Room revenue, **64.4%** of total hotel operating revenue, significantly declined; Hotel Grand Central saw improved occupancy but lower average room rate and RevPAR, with F&B and rental income also decreasing - Room revenue was approximately **HKD 8,756,000**, accounting for approximately **64.4%** of the Group's total hotel operating revenue, primarily from Hotel Grand Central Singapore and the Japan Onsen Hotel[40](index=40&type=chunk) Hotel Grand Central Key Operating Metrics (For the six months ended June 30) | Metric | 2025 | 2024 | Change | | :--- | :--- | :--- | :--- | | Total Available Room Nights | 16,290 | 26,754 | -39.1% | | Occupancy Rate | 57% | 47% | +10 ppts | | Average Room Rate (HKD) | 619.5 | 835.3 | -25.9% | | Revenue Per Available Room (HKD) | 354.7 | 391.2 | -9.4% | - Food and beverage revenue was approximately **HKD 2,696,000**, accounting for approximately **19.8%** of total hotel operating revenue[40](index=40&type=chunk) - Rental income from hotel tenants was approximately **HKD 1,465,000**[41](index=41&type=chunk) [Bintan Assets](index=25&type=section&id=%E6%B0%91%E4%B8%B9%E8%B3%87%E7%94%A2) Bintan Resort Hotel development in Indonesia has been suspended since early **2020** due to financial constraints, with the Group seeking investors for completion or acquisition - The phase one construction contract for the initial Bintan development plan was signed in **September 2016**, but project progress has been delayed since **2020** due to tightened financial resources and the COVID-19 pandemic[42](index=42&type=chunk) - The Group is currently considering seeking potential investors for capital injection to complete or fully acquire the Bintan assets[42](index=42&type=chunk) [Distressed Debt Asset Management Business](index=25&type=section&id=%E4%B8%8D%E8%89%AF%E5%82%B5%E5%8B%99%E8%B3%87%E7%94%A2%E7%AE%A1%E7%90%86%E6%A5%AD%E5%8B%99) The Group recorded no losses from distressed debt assets during the period, with management finding no issues regarding ownership or recoverability - During the review period, the Group recorded no losses from distressed debt assets (net of impairment losses) (2024: loss of approximately **HKD 19,000**)[43](index=43&type=chunk) - As at the date of this interim report, management found no issues regarding the ownership or recoverability of distressed debt assets[43](index=43&type=chunk) [Liquidity, Financial Resources and Capital Structure](index=25&type=section&id=%E6%B5%81%E5%8B%95%E8%B3%87%E9%87%91%E3%80%81%E8%B2%A1%E5%8B%99%E8%B3%87%E6%BA%90%E5%8F%8A%E8%B3%87%E6%9C%AC%E6%9E%B6%E6%A7%8B) The Group faces severe liquidity pressure with increased net current liabilities and short-term borrowings; the Board actively seeks financing to ensure sufficient financial resources - As at **June 30, 2025**, the Group recorded net current liabilities of approximately **HKD 579,863,000** (2024: approximately **HKD 499,600,000**)[44](index=44&type=chunk) - Short-term interest-bearing bank and other borrowings amounted to approximately **HKD 489,076,000** (2024: approximately **HKD 427,857,000**)[44](index=44&type=chunk) - The Directors have been closely monitoring the Group's working capital and considering appropriate avenues for funding, such as internal working capital, unutilized bank facilities, shareholders' funds, and new external funding[44](index=44&type=chunk) [Placing of New Shares Under General Mandate](index=26&type=section&id=%E6%A0%B9%E6%93%9A%E4%B8%80%E8%88%AC%E6%8E%88%E6%AC%8A%E9%85%8D%E5%94%AE%E6%96%B0%E8%82%A1%E4%BB%BD) The Company completed a placement of **33,504,000** new shares in **June 2025**, raising **HKD 3.824 million** for working capital, deemed optimal by the Board to strengthen finances and broaden the shareholder base - The placing was completed on **June 18, 2025**, with a total of **33,504,000** placing shares successfully placed[45](index=45&type=chunk) - The placing price was **HKD 0.120** per share, representing a discount of approximately **16.08%** to the closing price on the date of the placing agreement[45](index=45&type=chunk) - Net proceeds from the placing were approximately **HKD 3,824,000**, all intended for the Group's general working capital. As at **June 30, 2025**, approximately **HKD 2,900,000** had been utilized[46](index=46&type=chunk) - The Board believes the placing strengthens the Group's financial position and provides an excellent opportunity to broaden the Company's shareholder and capital base, being more suitable than other fundraising methods[47](index=47&type=chunk) [Measures to Address Going Concern Issues](index=27&type=section&id=%E6%87%89%E5%B0%8D%E6%8C%81%E7%BA%8C%E7%B6%93%E7%87%9F%E4%BA%8B%E5%AE%9C%E7%9A%84%E6%8E%AA%E6%96%BD) To alleviate liquidity pressure, the Company is implementing measures including hotel renovations, utilizing placement proceeds, seeking new financing, negotiating debt restructuring, and exploring asset sales - Hotel Grand Central's renovation and maintenance works have expanded to include ancillary buildings and the main block, with completion expected by **end-2025**[49](index=49&type=chunk) - The placing of new shares is complete, with net proceeds of approximately **HKD 3,824,000**, of which approximately **HKD 2,900,000** has been used for the Group's general working capital[50](index=50&type=chunk) - The Group remains committed to securing new financing sources at reasonable costs and is actively negotiating with existing lenders to explore options for extending, refinancing, or restructuring existing borrowings, as well as reducing interest rates and/or deferring principal and interest payments[51](index=51&type=chunk) - The Group continues to seek suitable opportunities to dispose of its assets to increase cash inflows, while implementing cost control measures to streamline administrative expenses[51](index=51&type=chunk) [Significant Investments, Acquisitions and Disposals](index=27&type=section&id=%E9%87%8D%E5%A4%A7%E6%8A%95%E8%B3%87%E3%80%81%E6%94%B6%E8%B3%BC%E5%8F%8A%E5%87%BA%E5%94%AE) The Group made no significant investments, acquisitions, or disposals during the period, with no future plans for major investments or capital assets - During the review period, the Group did not acquire or hold any significant investments[52](index=52&type=chunk) - During the review period, the Group had no significant acquisitions or disposals of subsidiaries, associates, and joint ventures[53](index=53&type=chunk) - As at the date of this interim report, the Group had no plans for significant investments or capital assets[54](index=54&type=chunk) [Capital Gearing Ratio](index=28&type=section&id=%E8%B3%87%E6%9C%AC%E8%B2%A0%E5%82%B5%E6%AF%94%E7%8E%87) The Group's capital gearing ratio is not applicable as it recorded a deficit attributable to owners as at **June 30, 2025** - As at **June 30, 2025**, the Group's capital gearing ratio was not applicable (June 30, 2024: approximately **1,811.1%**)[55](index=55&type=chunk) - The capital gearing ratio is not applicable as the Group recorded a deficit attributable to owners of the company as at **June 30, 2025**[55](index=55&type=chunk) [Contingent Liabilities](index=28&type=section&id=%E6%88%96%E7%84%B6%E8%B2%A0%E5%82%B5) As at **June 30, 2025**, the Group's management was unaware of any significant claims against the Group - As at **June 30, 2025**, the Group's management was not aware of any significant claims against the Group (December 31, 2024: nil)[56](index=56&type=chunk) [Share Consolidation and Change in Board Lot Size](index=28&type=section&id=%E8%82%A1%E4%BB%BD%E5%90%88%E4%BD%B5%E5%8F%8A%E6%9B%B4%E6%94%B9%E6%AF%8F%E6%89%8B%E8%B2%B7%E8%B3%A3%E5%96%AE%E4%BD%8D) The Company completed a share consolidation (**25-for-1**) and changed its board lot size (from **2,000** to **6,000** consolidated shares) in **March 2025** to adjust capital structure - Share consolidation: every **twenty-five (25)** issued and unissued ordinary shares of **HKD 0.001** each were consolidated into **one (1)** ordinary share of **HKD 0.025** each in the Company's share capital, effective **March 5, 2025**[57](index=57&type=chunk) - Change in board lot size: from **2,000** existing shares to **6,000** consolidated shares, effective **March 19, 2025**[57](index=57&type=chunk) - As at the date of this report, the Company's authorized share capital was **HKD 50,000,000**, divided into **2,000,000,000** consolidated shares of **HKD 0.025** each[57](index=57&type=chunk) [Employees and Remuneration Policy](index=28&type=section&id=%E5%83%B1%E5%93%A1%E5%8F%8A%E8%96%AA%E9%85%AC%E6%94%BF%E7%AD%96) The Group saw a slight decrease in employees and staff costs; remuneration policy aligns with market practices, based on performance and experience, offering retirement benefits and training - As at **June 30, 2025**, the Group employed a total of **53** employees (December 31, 2024: **60**)[58](index=58&type=chunk) - Total staff costs (including Directors' emoluments) for the review period were approximately **HKD 6,189,000** (2024: approximately **HKD 6,365,000**)[58](index=58&type=chunk) - The Group's remuneration policy aligns with prevailing market practices and is determined based on individual employee performance and experience, providing retirement benefits and training[58](index=58&type=chunk)[59](index=59&type=chunk)[61](index=61&type=chunk) [Share Option Scheme](index=29&type=section&id=%E8%B3%BC%E8%82%A1%E6%AC%8A%E8%A8%88%E5%8A%83) The **2014** Share Option Scheme expired, with some options lapsing; a new **2024** scheme was adopted to incentivize participants, but no options have been granted yet - The **2014** Share Option Scheme expired on **June 19, 2024**[62](index=62&type=chunk) - Mr. Chan Cheung Ching's **1,675,200** adjusted share options lapsed as he ceased to be an employee; Ms. Dong Hankun's **10,470,000** share options lapsed due to her resignation[71](index=71&type=chunk)[77](index=77&type=chunk) - The **2024** Share Option Scheme was adopted on **May 31, 2024**, with a **10-year** validity, aiming to reward, attract, and retain eligible participants who contribute to the Group's long-term development[63](index=63&type=chunk) - The exercise price will be determined by the Board at its sole discretion, but must in no event be less than the highest of the closing price of the shares on the date of grant, the average closing price for the five business days immediately preceding the date of grant, and the nominal value of the shares[65](index=65&type=chunk) - Share options must be held by the grantee for at least **twelve (12)** months before they can be exercised, though the Board may, at its discretion, grant a shorter vesting period to employee participants[66](index=66&type=chunk) - As at the date of this report, no share options have been granted under the **2024** Share Option Scheme since its adoption[74](index=74&type=chunk) [Foreign Exchange Risk](index=35&type=section&id=%E5%A4%96%E5%8C%AF%E9%A2%A8%E9%9A%AA) The Group's subsidiaries primarily transact in local functional currencies, minimizing foreign exchange risk, but conversion to HKD presentation currency may incur risk, with no hedging during the period - The vast majority of transactions by the Group's subsidiaries in Singapore, Indonesia, Japan, and China are settled in Singapore Dollars, Indonesian Rupiah, Japanese Yen, and Renminbi, respectively, resulting in minimal foreign exchange risk[75](index=75&type=chunk) - Converting the functional currencies of these subsidiaries to the HKD presentation currency may expose them to foreign exchange risk[75](index=75&type=chunk) - During the review period, the Group did not use any financial instruments to hedge foreign exchange risk[75](index=75&type=chunk) [Pledge of Group Assets](index=35&type=section&id=%E9%9B%86%E5%9C%98%E8%B3%87%E7%94%A2%E6%8A%B5%E6%8A%BC) As at **June 30, 2025**, approximately **HKD 138 million** of the Group's property, plant and equipment were pledged to secure bank financing - As at **June 30, 2025**, certain of the Group's property, plant and equipment with a net book value of approximately **HKD 138,119,000** (December 31, 2024: approximately **HKD 121,870,000**) were pledged to secure bank financing[76](index=76&type=chunk) [Dividends](index=36&type=section&id=%E8%82%A1%E6%81%AF) The Board does not recommend any dividend payment for the review period - The Board does not recommend the payment of any dividend for the review period (2024: nil)[78](index=78&type=chunk) [Financing Agreement and Specific Performance Deed by Controlling Shareholder](index=36&type=section&id=%E8%9E%8D%E8%B3%87%E5%8D%94%E8%AD%B0%E5%8F%8A%E6%8E%A7%E8%82%A1%E8%82%A1%E6%9D%B1%E7%9A%84%E7%89%B9%E5%AE%9A%E5%B1%A5%E7%B4%84%E5%A5%91%E6%93%9A) The Group secured a **SGD 75 million** term loan, collateralized by assets, but defaulted on interest payments and is now actively negotiating a waiver and debt restructuring - The Company entered into a financing agreement with an independent third party (the "Lender"), where the Lender was to provide HHI with a term loan facility of **SGD 75,000,000**[79](index=79&type=chunk) - The loan facility was secured by: a charge over LHI's operating accounts, a legal mortgage over HHI's Hotel Grand Central, a fixed and floating charge over all of HHI's assets and undertakings, and a charge executed by Silverine Pacific Ltd over HHI's shares[79](index=79&type=chunk) - HHI has drawn down **SGD 75,000,000** to repay old debts, fund working capital, and pay related fees[80](index=80&type=chunk) - The Group failed to pay accrued interest when due under the terms of the financing agreement, leading to an event of default[82](index=82&type=chunk) - The Group is actively negotiating with the Lender for a waiver of default and exploring options for extending, refinancing, or restructuring existing borrowings, as well as reducing interest rates and/or deferring principal and interest payments[84](index=84&type=chunk) [Outlook](index=38&type=section&id=%E5%B1%95%E6%9C%9B) The Company holds a cautiously optimistic outlook, contingent on timely refinancing, and will continue to evaluate its hotel portfolio, seek special asset investments, and advance the Bintan Resort project - The Company maintains a cautiously optimistic outlook for the future, anticipating recovery from the COVID-19 pandemic, contingent on timely refinancing[85](index=85&type=chunk) - The Company will continue to evaluate its existing investment portfolio and seek suitable special asset investment and restructuring opportunities[85](index=85&type=chunk) - Japan's Hanatsubaki Onsen Hotel business currently underperforms, and the Group may consider exploring options (including but not limited to selling the Hanatsubaki Onsen Hotel) to reduce liquidity pressure, subject to timely refinancing[86](index=86&type=chunk) - Developing Bintan Resort presents a good opportunity for the Company to expand its regional footprint, contingent on successful and timely refinancing[87](index=87&type=chunk) - The Company is actively seeking refinancing to stabilize its financial position, engaging with financial institutions and potential investors to explore various refinancing options[87](index=87&type=chunk) [Audit Committee](index=39&type=section&id=%E5%AF%A9%E6%A0%B8%E5%A7%94%E5%93%A1%E6%9C%83) The Audit Committee oversees financial reporting, risk management, and internal controls; its composition changed with Mr. Tang Chiu Ming as Chairman from **January 6, 2025**, and it reviewed the unaudited results for compliance - The Audit Committee is responsible for reviewing and overseeing the Group's financial reporting process, risk management, and internal control systems[88](index=88&type=chunk) - Effective **January 6, 2025**, the Audit Committee comprises three independent non-executive directors: Mr. Tang Chiu Ming (Chairman), Ms. Chan Wai Ki, and Mr. Ho Sing Wai[88](index=88&type=chunk) - The Audit Committee has reviewed the Group's unaudited consolidated results for the review period with management and considers them to be in compliance with applicable accounting standards, GEM Listing Rules, and other relevant legal requirements[88](index=88&type=chunk) [Remuneration Committee](index=40&type=section&id=%E8%96%AA%E9%85%AC%E5%A7%94%E5%93%A1%E6%9C%83) The Remuneration Committee reviews and recommends remuneration policies for Directors and senior management; its composition changed, with Ms. Chan Wai Ki remaining Chairperson - The Remuneration Committee is responsible for reviewing the policies and structures for all remuneration of the Company's Directors and senior management and making recommendations to the Board[89](index=89&type=chunk) - Effective **January 6, 2025**, the Remuneration Committee comprises three independent non-executive directors: Ms. Chan Wai Ki (Chairperson), Mr. Tang Chiu Ming, and Mr. Ho Sing Wai[89](index=89&type=chunk) [Nomination and Corporate Governance Committee](index=40&type=section&id=%E6%8F%90%E5%90%8D%E5%8F%8A%E4%BC%81%E6%A5%AD%E7%AE%A1%E6%B2%BB%E5%A7%94%E5%93%A1%E6%9C%83) The Nomination and Corporate Governance Committee reviews Board structure, identifies candidates, and formulates governance policies; its composition changed, with Mr. Wong Chun Hung remaining Chairman - The Nomination and Corporate Governance Committee is responsible for reviewing the Board's structure, size, composition, and diversity, identifying suitable candidates for Board membership, and formulating and reviewing the Company's corporate governance policies and practices[90](index=90&type=chunk) - Effective **January 6, 2025**, the Nomination and Corporate Governance Committee comprises one non-executive director, Mr. Wong Chun Hung (Chairman), and two independent non-executive directors, Ms. Chan Wai Ki and Mr. Tang Chiu Ming[90](index=90&type=chunk) [Other Information](index=41&type=section&id=%E5%85%B6%E4%BB%96%E8%B3%87%E6%96%99) This section details corporate governance, directors' securities dealings, competing interests, share transactions, and the interests of directors, chief executive, and substantial shareholders [Corporate Governance Code](index=41&type=section&id=%E4%BC%81%E6%A5%AD%E7%AE%A1%E6%B2%BB%E5%AE%88%E5%89%87) The Group complied with the Corporate Governance Code provisions in Part 2 of Appendix C1 to the GEM Listing Rules during the review period - For the six months ended **June 30, 2025**, the Group complied with the code provisions of the Corporate Governance Code set out in Part 2 of Appendix C1 to the GEM Listing Rules during the review period[92](index=92&type=chunk) [Code of Conduct Regarding Securities Transactions by Directors](index=41&type=section&id=%E6%9C%89%E9%97%9C%E8%91%A3%E4%BA%8B%E9%80%B2%E8%A1%8C%E8%AD%89%E5%88%B8%E4%BA%A4%E6%98%93%E4%B9%8B%E8%A1%8C%E7%82%BA%E5%AE%88%E5%89%87) The Company adopted GEM Listing Rules' dealing rules, and all Directors confirmed compliance with the code of conduct during the review period - The Company has adopted the required dealing rules set out in Rules **5.48 to 5.67** of the GEM Listing Rules as its code of conduct regarding securities transactions by Directors[93](index=93&type=chunk) - Following specific enquiries with all Directors, all Directors confirmed their compliance with the required dealing rules and the code of conduct regarding securities transactions by Directors throughout the review period[93](index=93&type=chunk) [Competing Interests](index=41&type=section&id=%E7%AB%B6%E7%88%AD%E6%AC%8A%E7%9B%8A) Directors, controlling shareholders, and their associates confirmed no competing business or interests with the Group during the review period and up to the report date - During the review period and up to the date of this report, each Director or controlling shareholder and their respective close associates confirmed that they had no business or interests in any company that competes or may compete with the Group's business[94](index=94&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=41&type=section&id=%E8%B3%BC%E8%B2%B7%E3%80%81%E5%87%BA%E5%94%AE%E6%88%96%E8%B4%96%E5%9B%9E%E6%9C%AC%E5%85%AC%E5%8F%B8%E4%B9%8B%E4%B8%8A%E5%B8%82%E8%AD%89%E5%88%B8) Neither the Company nor its subsidiaries purchased, sold, or redeemed any of the Company's listed securities during the review period - During the review period, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities[95](index=95&type=chunk) [Directors' and Chief Executive's Interests in Shares and Underlying Shares of the Company and Associated Corporations](index=42&type=section&id=%E8%91%A3%E4%BA%8B%E5%8F%8A%E6%9C%80%E9%AB%98%E8%A1%8C%E6%94%BF%E4%BA%BA%E5%93%A1%E6%96%BC%E6%9C%AC%E5%85%AC%E5%8F%B8%E5%8F%8A%E7%9B%B8%E8%81%AF%E6%B3%95%E5%9C%98%E7%9A%84%E8%82%A1%E4%BB%BD%E5%8F%8A%E7%9B%B8%E9%97%9C%E8%82%A1%E4%BB%BD%E4%B9%8B%E6%AC%8A%E7%9B%8A) As at **June 30, 2025**, Mr. Lu Tianshun, Mr. Wong Chun Hung, and Mr. Yuen Lai Him held **48.61%** of the Company's issued shares through Ace Kingdom Enterprises Corporation Directors' Long Positions in the Company's Shares (As at June 30, 2025) | Name | Capacity | Total Number of Shares Held | Approximate Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Mr. Lu Tianshun | Interest in a controlled corporation | 97,725,600 | 48.61% | | Mr. Wong Chun Hung | Interest in a controlled corporation | 97,725,600 | 48.61% | | Mr. Yuen Lai Him | Interest in a controlled corporation | 97,725,600 | 48.61% | - Mr. Lu, Mr. Wong, and Mr. Yuen are deemed to have an interest in the Company's shares held by Ace Kingdom, which is owned by multiple entities and individuals[100](index=100&type=chunk) [Substantial Shareholders' Interests and Short Positions in the Company's Shares and Underlying Shares](index=44&type=section&id=%E4%B8%BB%E8%A6%81%E8%82%A1%E6%9D%B1%E6%96%BC%E6%9C%AC%E5%85%AC%E5%8F%B8%E8%82%A1%E4%BB%BD%E5%8F%8A%E7%9B%B8%E9%97%9C%E8%82%A1%E4%BB%BD%E4%B8%AD%E7%9A%84%E6%AC%8A%E7%9B%8A%E5%8F%8A%E6%B7%A1%E5%80%89) As at **June 30, 2025**, substantial shareholders, including Ace Kingdom, CMI Financial Holding, and China Orient Asset Management, held significant proportions of the Company's shares Substantial Shareholders' Long Positions in Shares (As at June 30, 2025) | Shareholder Name/Entity | Capacity | Number of Shares | Approximate Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Ace Kingdom | Beneficial owner | 97,725,600 | 48.61% | | Boomerang Investment Limited | Interest in a controlled corporation | 97,725,600 | 48.61% | | Mr. Kwok Yee Chek | Interest in a controlled corporation | 97,725,600 | 48.61% | | Billion Supreme Holdings Limited | Interest in a controlled corporation | 97,725,600 | 48.61% | | CMI Financial Holding Company Limited | Beneficial owner | 27,600,000 | 13.73% | | CMI Asia Asset Management Co., Ltd. | Interest in a controlled corporation | 27,600,000 | 13.73% | | China Minsheng Investment Corp., Ltd. | Interest in a controlled corporation | 27,600,000 | 13.73% | | China Orient Asset Management Co. | Beneficial owner | 12,400,000 | 6.17% | - Ace Kingdom is a company with interests held by Boomerang Investment Limited (**36%**), Mr. Kwok Yee Chek (**35%**), Billion Supreme Holdings Limited (**20%**), and Mr. Yuen Lai Him (**9%**), respectively[103](index=103&type=chunk) - CMI Financial Holding Company Limited is wholly owned by CMI Asia, which is wholly owned by China Minsheng Investment[103](index=103&type=chunk)

Group 1 - The company expects to achieve revenue of approximately HKD 14 million in the first half of 2025, a decrease of about HKD 8 million year-on-year [1] - The company anticipates a loss attributable to owners of approximately HKD 42 million in the first half of 2025, an increase of about HKD 7 million year-on-year [1] - The renovation and maintenance works at the Singapore Huaxing Hotel, which began in 2024, will further impact the business by reducing the total number of available rooms [1] Group 2 - The scope of renovation and maintenance works at the hotel has expanded, which is expected to be completed by the end of 2025 [1] - The board believes that the estimated decrease in revenue and increase in loss are primarily due to the expanded renovation and maintenance works [1]

Core Viewpoint - Huaxing Holdings (08237) anticipates a revenue of approximately HKD 14 million for the first half of 2025, representing a year-on-year decrease of about HKD 8 million, and a loss attributable to shareholders of approximately HKD 42 million, an increase of about HKD 7 million year-on-year [1] Group 1 - The renovation project of Huaxing Hotel in Singapore commenced in 2024, with an expanded scope affecting the business in the first half of 2025 [1] - The estimated revenue decrease and increased loss for the first half of 2025 are primarily due to the expanded renovation and maintenance scope, leading to a further reduction in the total number of available rooms [1] - The renovation and maintenance works are expected to be completed by the end of 2025 [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 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的任何損失承擔任何責任。 Link Holdings Limited 華 星 控 股 有 限 公 司* （於開曼群島註冊成立之有限公司） （股份代號：8237） 盈利預警 本公告由華星控股有限公司（「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GEM證券上市規則（「GEM上市規則」）第17.10條及香港法 例第571章證券及期貨條例第XIVA部項下之內幕消息條文（ 定義見GEM上市規則 ） 而刊發。 本公司董事（「董事」）會（「董事會」）謹此知會本公司股東（「股東」）及潛在投資者， 根據對本集團截至二零二五年六月三十日止六個月（「二零二五年首六個月」）最新 未 經 審 核 綜合 管 理 賬 目 之 初 步 審 閱（ 有 關 賬 目未 經 本 公 司 獨 立 核 數 師及 ╱ 或 審 核 委員會審閱或審核 ），並考慮到董事會目前可得之資料，預 ...