凯升控股(00102) - 2025 - 中期业绩

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