凯升控股(00102) - 2025 - 中期财报

Summary The Group achieved a significant turnaround from loss to profit in H1 2024, driven by strong local market performance and fair value gains on financial instruments Key Financial Indicators Comparison H1 2024 | Indicator | H1 2024 (HKD) | H1 2023 (HKD) | Change | Driving Factors | | :--- | :--- | :--- | :--- | :--- | | Total Revenue | 189,900,000 | 182,000,000 | Up 4.3% | Strong local market in Russian Federation | | Adjusted EBITDA | 65,300,000 | 57,000,000 | Up 14.6% | Increase in total revenue from gaming and hotel operations | | Profit/(Loss) Attributable to Owners of the Company | 156,500,000 (Profit) | (16,100,000) (Loss) | Turned from loss to profit | Fair value gains on derivative financial instruments, reduced foreign exchange losses | - H1 2024 profit was primarily attributable to a fair value gain on derivative financial instruments of approximately HKD 144.5 million (H1 2023: loss of approximately HKD 53.1 million), and a reduction in foreign exchange losses to approximately HKD 22 million (H1 2023: HKD 35.2 million) due to Russian Ruble exchange rate fluctuations[7] Management Discussion and Analysis This section provides a comprehensive review of the Group's operational and financial performance, strategic initiatives, and risk factors Business Review The Group operates gaming and hotel businesses in the Russian Far East Primorye Integrated Entertainment Zone through its 77.5% equity interest in Oriental Regent, with Tigre de Cristal as its core asset offering diverse gaming, five-star hotel services, and premium dining - The Group operates gaming and hotel businesses through its 77.5% equity interest in Oriental Regent and receives 3% management fee income from G1 Entertainment Limited Liability Company (a wholly-owned subsidiary of Oriental Regent) on net gross gaming revenue[8] - Tigre de Cristal, the core asset located in the Russian Far East Primorye Integrated Entertainment Zone, opened in Q4 2015, featuring approximately 36,000 square meters of gaming and hotel facilities, a five-star hotel with 121 rooms and suites, and multiple restaurants and lounge bars[9][10] Russia-Ukraine Conflict The Russia-Ukraine conflict significantly impacted Russian tourism, reducing international visitors and exacerbating challenges with Western travel and financial restrictions, prompting Tigre de Cristal to refocus on the domestic market through facility upgrades and revised loyalty programs - The Russia-Ukraine conflict led to a significant decline in inbound and outbound tourism in Russia, with Western travel restrictions and financial sanctions (e.g., Visa and Mastercard service limitations) posing major challenges for foreign visitors[11] - Tigre de Cristal is adjusting its strategy to focus on the domestic market, including renovating its fine dining restaurant CASCADE and redesigning mass market loyalty programs to adapt to the evolving market environment[11] Directors' Resignation On January 15, 2024, several directors, including Executive Director and CEO Mr. Choi Ming Fai, Executive Director and Authorized Representative Mr. Chiu King Yan, and three Independent Non-Executive Directors, resigned primarily due to their opposition to the proposed sale of G1 Entertainment - Mr. Choi Ming Fai resigned as Executive Director and Chief Executive Officer, and Mr. Chiu King Yan resigned as Executive Director and Authorized Representative[13] - Mr. Lam Kwan Sing, Mr. Lau Yau Cheung, and Mr. Li Chak Hung resigned as Independent Non-Executive Directors[13] - The directors' resignations were due to their opposition to the proposed sale of G1 Entertainment[12] Company Secretary's Resignation Ms. Mok Ming Wai resigned as the Company Secretary on February 17, 2024 - Ms. Mok Ming Wai resigned as the Company Secretary on February 17, 2024[14] Termination of G1 Entertainment Sale The Company previously entered into an agreement with an independent third party to sell the entire issued share capital of G1 Entertainment for USD 116 million, but the buyer issued a termination notice on February 19, 2024, seeking to terminate the agreement - Oriental Regent (as seller) entered into an agreement with independent third party Limited Liability Company 'Dalnevostochnyj Aktiv' (as buyer) for the sale and purchase of the entire issued share capital of G1 Entertainment for USD 116 million[15] - The buyer issued a termination notice on February 19, 2024, seeking to terminate the agreement[15] Resumption Guidance and Continued Suspension The Company received resumption guidance from the HKEX, requiring resolution of issues concerning management integrity, financial performance, and Listing Rules compliance, with trading suspended since January 11, 2024, and a risk of delisting if not resumed by July 10, 2025 - The HKEX issued resumption guidance, including demonstrating management integrity, publishing all outstanding financial results, complying with Listing Rule 13.24 and other relevant terms, disclosing all material information, and proving the Company's ability to ensure Listing Rules compliance[16] - The Company's shares were suspended from trading at 9:00 a.m. on January 11, 2024, and all share trading was further suspended by an SFC directive from 9:00 a.m. on February 14, 2024[20] - If the Company fails to resume trading by July 10, 2025 (the expiry of the 18-month continuous suspension period), the Listing Division will recommend the Listing Committee to cancel the Company's listing status[19] Use of Proceeds Funds raised from the 2019 placing and rights issue, initially for Tigre de Cristal Phase II, were reallocated on July 14, 2023, due to project suspension, now designated for acquiring Tak Cheong Limited and Joyful Award Limited, future development of Japanese land plots, and general working capital or potential investment opportunities Use of Proceeds and Unutilized Amounts (As of June 30, 2024) | Item | Unutilized Amount as of Jan 1, 2023 (HKD millions) | Approved Change of Use as of July 14, 2023 (HKD millions) | Actual Utilized Amount for Period Ended Dec 31, 2023 (HKD millions) | Unutilized Amount as of June 30, 2024 (HKD millions) | Expected Usage Timeline | | :--- | :--- | :--- | :--- | :--- | :--- | | Tigre de Cristal Phase II (Design, Surveying, Consultancy) | 292.9 | (292.9) | - | - | - | | Tigre de Cristal Phase II (Procurement of Building Materials) | 186.4 | (186.4) | - | - | - | | General Working Capital (Repair and Maintenance) | 7.2 | - | (3.6) | - | - | | Acquisition of Tak Cheong Limited and Joyful Award Limited | - | 280.0 | (280.0) | - | - | | Future Development Design, Planning and Funding for Japanese Land Plots | - | 125.0 | - | 125.0 | Before December 31, 2026 | | General Working Capital or Potential Investment Opportunities | - | 74.3 | (74.3) | - | - | | Total | 486.5 | - | (357.9) | 125.0 | | - A portion of the net proceeds originally allocated for Tigre de Cristal Phase II (totaling HKD 479.3 million) was reallocated on July 14, 2023, primarily for the acquisition of Tak Cheong Limited and Joyful Award Limited (HKD 280 million), future development of Japanese land plots (HKD 125 million), and general working capital or potential investment opportunities (HKD 74.3 million)[24] Outlook Despite the ongoing Russia-Ukraine conflict, the Group remains resilient, actively pursuing local tourism opportunities and preparing for future recovery, while diversifying into the fast-growing Philippine gaming market through Suntrust convertible bond investments to safeguard and enhance capital - The Group will actively seek business opportunities to support local tourism and prepare for future recovery[26] - By subscribing to Suntrust's convertible bonds, the Group has diversified its business into the fast-growing Philippine gaming market, aiming to safeguard existing investments and increase ownership for capital appreciation[26] Financial Review This section provides a detailed review of the Group's H1 2024 financial performance, including Tigre de Cristal's Adjusted EBITDA, gaming and hotel operations, revenue and expense changes, and key drivers for the turnaround to profit attributable to owners of the Company Tigre de Cristal's Adjusted EBITDA Tigre de Cristal's Adjusted EBITDA significantly increased in H1 2024, primarily due to higher total revenue from gaming and hotel operations, with this section providing a detailed reconciliation of Adjusted EBITDA to profit attributable to owners of the Company Tigre de Cristal Adjusted EBITDA Comparison | Indicator | H1 2024 (HKD