凯升控股(00102) - 2025 - 年度财报

Executive Summary The Group recorded a significant loss in 2023, primarily due to substantial non-cash impairment losses and fair value adjustments, despite a slight revenue decrease and improved adjusted EBITDA 2023 Financial Summary | Indicator | 2023 | 2022 | Change | | :--- | :--- | :--- | :--- | | Total Revenue | HKD 369.1 million | HKD 372.3 million | -1% | | Adjusted EBITDA | HKD 131.5 million | HKD 105.1 million | +25.1% | | (Loss)/Profit Attributable to Owners of the Company | (HKD 740.0 million) | HKD 11.8 million | N/A | - The primary reasons for the shift from profit to loss in 2023 include - Recognition of impairment loss on property, operating rights, and equipment of approximately HKD 483.1 million[7] - Fair value loss on derivative financial instruments of approximately HKD 169.0 million[7] - Expected credit loss on financial guarantee contracts of approximately HKD 304.8 million[7] Management Discussion and Analysis The Group's core business is the Tigre de Cristal casino and hotel in Russia, with a strategic shift towards the local market and diversification into a luxury hotel project in Okinawa, Japan Business Review The Group's core business is the Tigre de Cristal casino and hotel in Russia, with a strategic shift towards the local market and diversification into a luxury hotel project in Okinawa, Japan - The Group operates gaming and hotel businesses through its 77.5% stake in Oriental Regent Limited and receives a 3% management fee on G1 Entertainment's net gaming revenue[8] - The core asset, "Tigre de Cristal," located in the Russian Integrated Entertainment Zone, holds a gaming license and development rights for three land plots[9] - Due to the Russia-Ukraine conflict and related sanctions, the Group has suspended major capital expenditures, including Tigre de Cristal Phase II development, and shifted its business focus to the Russian local market[11] - In May 2023, the Group completed the acquisition of approximately 108,799 square meters of land in Miyakojima, Okinawa, Japan, planning to develop a luxury hotel with beach villas to diversify its Asian business[12][13] Use of Proceeds This report details the use of proceeds from the 2019 placing and 2020 rights issue, with most funds originally for Tigre de Cristal Phase II now reallocated, including HKD 280 million for the Japan land acquisition and HKD 125 million for its future development Use of Proceeds Change Summary | Source | Original Planned Use | Changed Primary Use | | :--- | :--- | :--- | | 2019 Placing and 2020 Rights Issue | Tigre de Cristal Phase II Development | 1. Repayment for Japan land acquisition (HKD 280 million)
2. Future development of Japan land (HKD 125 million)
3. General working capital of the Group (HKD 74.3 million) | - As of December 31, 2023, the unutilized amount was HKD 125 million, expected to be used for future development design, planning, and partial financing of the Japan land by December 31, 2026[17] Financial Assistance to a Fellow Subsidiary The Group provided significant financial support to its fellow subsidiary, Suntrust, for its Manila hotel-casino project, including convertible bond restructuring, a USD 20 million direct loan, and guarantees for a PHP 25 billion bank loan, with a counter-indemnity from controlling shareholder LET - To support Suntrust in obtaining a PHP 25 billion bank loan, the Group provided multiple guarantees, including pledging its Suntrust convertible bonds and shares, and committing to fund project cost overruns[20][28] - The Group agreed to restructure its financial support to Suntrust, exchanging its old convertible bonds and accrued interest for new convertible bonds with a principal amount of up to PHP 13.5 billion, and waiving part of the overdue interest[24][25] - The Group provided a USD 20 million loan to Suntrust via the SA Loan Agreement to meet the construction reserve account requirements of its bank loan agreement[27] - Controlling shareholder LET provided a counter-indemnity deed to the Group, committing to fully indemnify the Group for all liabilities and losses that may arise from providing the aforementioned financial support[34] Outlook The Group will maintain stable operations at Tigre de Cristal in the Russian local market, but expansion plans are suspended due to geopolitical risks, with strategic focus shifting to high-growth Asian markets through investments in Suntrust and new hotel development in Okinawa, Japan - Tigre de Cristal will continue to focus on the Russian local market, its short-term prospects are stable, but Phase II expansion is suspended, and the Group is seeking local strategic partners[38] - The Group is actively diversifying its investments, with a focus on the Philippine market, aiming to preserve investment value and achieve future capital appreciation through restructuring financial assistance to Suntrust[39] - The newly acquired land in Okinawa, Japan, will be developed into a luxury hotel, leveraging the Group's experience in five-star hotel operations to achieve strategic diversification of its Asian business[40] Financial Review In 2023, total revenue slightly decreased by 1% to HKD 369 million, but adjusted EBITDA increased by 25% to HKD 131.5 million due to operating expense reductions, while a significant loss attributable to owners of HKD 740 million was recorded due to substantial non-cash items 2023 vs 2022 Financial Performance Comparison | Indicator | 2023 (HKD thousand) | 2022 (HKD thousand) | | :--- | :--- | :--- | | Total Revenue from Gaming and Hotel Operations | 369,127 | 372,306 | | Tigre de Cristal Adjusted EBITDA | 131,545 | 105,138 | | (Loss)/Profit Attributable to Owners of the Company | (739,964) | 11,847 | | Impairment Loss on Property, Operating Rights and Equipment | (483,107) | – | | Expected Credit Loss on Financial Guarantee Contracts | (304,834) | – | | Fair Value Loss on Derivative Financial Instruments | (169,022) | (141,912) | 2023 Gaming Business Key Indicators | Business Segment | Wagering Turnover (HKD million) | Wagering Turnover YoY Change | Net Gaming Revenue (HKD million) | Net Gaming Revenue YoY Change | | :--- | :--- | :--- | :--- | :--- | | VIP | 9.8 | N/A | (0.1) | N/A | | Mass Market | 908 | +26% | 172 | +2% | | Slot Machines | 4,651 | -4% | 164 | -5% | - Hotel operations benefited from improved domestic demand, with average occupancy rates for weekends and weekdays increasing from 61% and 30% (2022) to 73% and 42% (2023) respectively[53] - The Group had no bank borrowings at the end of 2023, with a debt-to-asset ratio of 0%. Cash and cash equivalents decreased from HKD 832 million at the beginning of the year to HKD 340 million, primarily due to cash outflows from investing activities (acquisition of Japan land and loans to a fellow subsidiary)[70][71][72] Biographical Details of Directors and Senior Management This section provides detailed biographies of the company's board members and senior management, highlighting their extensive experience in gaming, IT, finance, and hotel management Directors and Senior Management This section provides detailed biographies of the company's board members and senior management, highlighting their extensive experience in gaming, IT, finance, and hotel management - Mr. Lo Yan Yee: Chairman and Executive Director, also Chairman and major shareholder of controlling shareholder LET Group, with extensive experience in the gaming industry, corporate management, and mergers and acquisitions[85] - Mr. Lam Hung Tuan: Executive Director, also Executive Director of LET and CTO of Suntrust, with over 20 years of experience in the information technology industry[87] - Mr. Stylianos Tsifetakis: Director of Russian Operations, with over 23 years of global casino and hotel industry experience[100] - Mr. Yip Hor Chi: Finance Director, with extensive experience in accounting, auditing, and financial management, having held senior financial positions in various listed companies[102] Corporate Governance Report The company complied with the Corporate Governance Code in 2023, with a clear separation of Chairman and CEO roles, but faced temporary non-compliance with listing rules regarding board and committee composition due to director resignations in early 2024 Corporate Governance Practices and the Board The company complied with the Corporate Governance Code in 2023, with a clear separation of Chairman and CEO roles, but faced temporary non-compliance with listing rules regarding board and committee composition due to director resignations in early 2024 - The Company complied with all code provisions of the Corporate Governance Code for the year ended December 31, 2023[106] - As of the end of 2023, the Board comprised three Executive Directors and three Independent Non-executive Directors, with the roles of Chairman and Chief Executive Officer held by different individuals to ensure clear segregation of duties[107][108] - The report disclosed that several directors resigned on January 15, 2024, leading to the Company's temporary non-compliance with Listing Rules regarding the number of Independent Non-executive Directors and committee compositions until new directors were appointed[107][122][125] 2023 Board and Committee Meeting Attendance Record | Director Name | Board Meetings | Audit Committee | Nomination Committee | Remuneration Committee | Annual General Meeting | | :--- | :--- | :--- | :--- | :--- | :--- | | Mr. Lo | 5/9 | - | - | - | 1/1 | | Mr. Choi | 6/9 | - | - | - | 1/1 | | Mr. Chiu | 9/9 | - | - | - | 1/1 | | Mr. Lam Kwan Sing | 8/9 | 3/3 | 1/1 | 2/2 | 1/1 | | Mr. Lau | 9/9 | 3/3 | 1/1 | 2/2 | 1/1 | | Mr. Li | 9/9 | 3/3 | - | - | 1/1 | Board Committees The Board has four committees—Audit, Nomination, Remuneration, and Corporate Governance—to assist in its duties, with their 2023 activities detailed, and the report notes temporary committee vacancies and non-compliance with Listing Rules in early 2024 due to director resignations - Audit Committee: Composed of three Independent Non-executive Directors, responsible for overseeing financial reporting, internal controls, and risk management systems, and recommending the appointment of external auditors[122] - Nomination Committee: Composed of three Independent Non-executive Directors, responsible for reviewing the Board's size, composition, and diversity, and recommending director appointments[125] - Remuneration Committee: Composed of three Independent Non-executive Directors, responsible for reviewing the remuneration packages of Executive Directors and senior management[126] - Corporate Governance Committee: Composed of three Independent Non-executive Directors, responsible for formulating and reviewing the Company's corporate governance policies and practices[131] Risk Management and Internal Control The Board is ultimately responsible for the Group's risk management and internal control systems, which were reviewed for effectiveness in 2023, and confirmed as adequate and effective, with sufficient resources for accounting, internal audit, and financial reporting functions - The Board is responsible for risk management and internal control systems and reviews their effectiveness annually[152] - The Group has established a risk management organizational framework comprising the Board, Audit Committee, and a dedicated Risk Management Task Force, with an internal audit function for continuous monitoring[153] - The Board, through the Audit Committee, conducted an annual review of the risk management and internal control systems for 2023 and deemed them adequate and effective[154] Shareholders' Rights The report outlines key shareholder rights, including procedures for convening extraordinary general meetings and proposing resolutions, and channels for communication with the Board, such as the annual general meeting, company website, and dedicated email - Shareholders holding not less than 1/10 of the paid-up share capital of the Company have the right to request the Board to convene an extraordinary general meeting[159] - Shareholders holding not less than 1/20 of the total voting rights or not less than 100 shareholders may submit a written request to include a resolution at a general meeting[160] - The Company maintains communication with shareholders and investors through the Annual General Meeting, its website (www.saholdings.com.hk), and a dedicated contact email (info@saholdings.com.hk)[162][164] Environmental, Social and Governance Report The Group is committed to reducing its environmental impact at Tigre de Cristal, improving employee welfare, promoting responsible gaming, and actively engaging in community investment, while also addressing climate-related risks Environmental The Group is committed to reducing its environmental impact at Tigre de Cristal, with significant reductions in exhaust gas emissions and stable greenhouse gas emissions, implementing energy and water saving measures, and supporting biodiversity through tree planting and Siberian tiger adoption Exhaust Gas Emissions (tons) | Pollutant Type | 2023 | 2022 | | :--- | :--- | :--- | | Nitrogen Oxides (NOx) | 1.112 | 6.120 | | Sulfur Oxides (SOx) | 0.002 | 0.007 | | Particulate Matter (PM) | 0.102 | 0.425 | Greenhouse Gas Emissions (tonnes of CO2e) | Scope | 2023 | 2022 | | :--- | :--- | :--- | | Scope 1 (Direct) | 2,065.57 | 2,744.82 | | Scope 2 (Indirect) | 3,800.18 | 3,216.20 | | Total Emissions | 5,912.22 | 5,959.20 | Resource Consumption | Resource Type | Unit | 2023 | 2022 | | :--- | :--- | :--- | :--- | | Total Energy Consumption | MWh | 16,385.81 | 22,190.65 | | Total Water Consumption | cubic meters | 37,199 | 43,718 | - The Group has identified climate change-related physical risks (e.g., extreme weather) and transition risks (e.g., changes in environmental regulations) and developed corresponding mitigation strategies[216] Social The Group prioritizes employee rights, health, and safety, with no work-related fatalities in 2023, significantly increased training hours, strict adherence to labor standards, promotion of responsible gaming, and active community engagement through job creation, talent programs, and charitable donations Employee Profile (As of Year-End) | Indicator | 2023 | 2022 | | :--- | :--- | :--- | | Total Number of Employees | 934 | 1,004 | | Employee Turnover Rate | 36.1% | N/A | | Number of Work-Related Fatalities | 0 | 0 | | Number of Work-Related Injuries | 0 | 3 | Employee Training Overview | Employee Category | 2023 Average Training Hours | 2022 Average Training Hours | | :--- | :--- | :--- | | Senior Management | 47.00 | 36.87 | | Middle Management | 35.80 | 40.22 | | Frontline and Other Employees | 12.24 | 2.79 | - The Group strictly adheres to anti-money laundering regulations, provides related employee training, and has established anti-corruption guidelines and an anonymous reporting channel[276][278][279] - The Group actively fulfills its community responsibilities, creating nearly 1,000 local jobs, collaborating with universities on talent development programs, and making total charitable donations of 1.485 million Rubles in 2023[283][295] Directors' Report The Directors' Report covers the company's investment holding nature, its primary gaming and hotel operations in Russia, the recorded loss for 2023, and the Board's recommendation against a final dividend Principal Activities and Results The Company is an investment holding company, with its subsidiaries primarily operating hotel and gaming businesses in the Russian Federation, recording a loss for 2023, and the Board recommends no final dividend - The Company is an investment holding company, with its principal activities conducted through subsidiaries operating hotel and gaming businesses in the Russian Federation[297] - The Board recommends no dividend be paid for the year ended December 31, 2023[301] Share Capital and Directors' Interests This section details the company's unchanged share capital, the absence of listed securities transactions, and the directors' interests in shares and share options as of December 31, 2023, including the terms of the 2020 convertible bonds and the 2021 share option scheme - Chairman Mr. Lo Yan Yee is the Company's major shareholder, holding approximately 69.77% of the Company's shares through controlled corporations[319] - The Company issued convertible bonds with a total principal amount of USD 3 million in November 2020, maturing in 2025[324] - The Company adopted a new share option scheme in 2021, with 1,000,000 shares subject to granted but unexercised share options as of the end of 2023 under this scheme[326][328] Connected Transactions During the year, the Group engaged in several significant connected transactions, including a terminated revolving loan agreement with controlling shareholder LET, the acquisition of a Japanese land project company from LET, and complex financial assistance to fellow subsidiary Suntrust, all in compliance with Listing Rules - A revolving loan agreement with controlling shareholder LET was entered into and subsequently terminated[336] - The Company acquired the entire equity interest in Takumi Limited from controlling shareholder LET as part of the acquisition of the Okinawa, Japan land, which constituted a connected transaction and was approved by shareholders[337][338] - Financial assistance provided to fellow subsidiary Suntrust, including subscription for new convertible bonds, the SA Loan Agreement, and guarantees for Suntrust's bank loan, constituted major and connected transactions for the Company and were approved by shareholders[340][355] Independent Auditor's Report Independent auditor Crowe (HK) CPA Limited issued an unmodified opinion on the Group's consolidated financial statements for the year ended December 31, 2023, affirming their fair presentation and compliance with Hong Kong Financial Reporting Standards, identifying "Revenue from Gaming Operations" as a key audit matter Auditor's Opinion Independent auditor Crowe (HK) CPA Limited issued an unmodified opinion on the Group's consolidated financial statements for the year ended December 31, 2023, affirming their fair presentation and compliance with Hong Kong Financial Reporting Standards, identifying "Revenue from Gaming Operations" as a key audit matter - The auditor issued an unmodified opinion on the consolidated financial statements[361] - "Revenue from Gaming Operations" was identified as a key audit matter due to its materiality and significant proportion of the Group's total revenue, with audit procedures including understanding and testing relevant internal controls, performing analytical reviews, and tracing samples of transactions[365][366] Consolidated Financial Statements This section presents the Group's consolidated financial statements, including the statement of profit or loss, financial position, cash flows, and detailed notes, reflecting a significant loss in 2023 driven by impairment and fair value losses Consolidated Statement of Profit or Loss and Other Comprehensive Income The Group's total revenue in 2023 was HKD 369 million, similar to the prior year, but significant impairment and fair value losses resulted in a pre-tax loss of HKD 844 million and a loss attributable to owners of HKD 740 million, with basic loss per share of 16.41 HK cents 2023 Consolidated Statement of Profit or Loss Summary (HKD thousand) | Item | 2023 | 2022 | | :--- | :--- | :--- | | Revenue from Gaming and Hotel Operations | 369,127 | 372,306 | | Other Gains and Losses | (818,453) | 23,851 | | Fair Value Loss on Derivative Financial Instruments | (169,022) | (141,912) | | (Loss)/Profit Before Tax | (844,232) | 13,336 | | (Loss)/Profit Attributable to Owners of the Company | (739,964) | 11,847 | | Basic (Loss)/Earnings Per Share (HK cents) | (16.41) | 0.26 | Consolidated Statement of Financial Position As of year-end 2023, total assets decreased to HKD 3.087 billion due to impairment of property, operating rights, and equipment, while total liabilities increased to HKD 465 million primarily from new financial guarantee contract liabilities, leading to a decrease in total equity to HKD 2.622 billion 2023 Consolidated Statement of Financial Position Summary (HKD thousand) | Item | 2023 | 2022 | | :--- | :--- | :--- | | Non-current Assets | 2,497,489 | 2,777,543 | | of which: Property, Operating Rights and Equipment | 885,524 | 1,115,134 | | of which: Derivative Financial Instruments | 1,444,032 | 1,610,994 | | Current Assets | 589,490 | 956,952 | | Total Assets | 3,086,979 | 3,734,495 | | Current Liabilities | 417,720 | 55,262 | | of which: Financial Guarantee Contracts | 304,834 | – | | Non-current Liabilities | 46,974 | 185,024 | | Total Liabilities | 464,694 | 240,286 | | Total Equity | 2,622,285 | 3,494,209 | Consolidated Statement of Cash Flows In 2023, the Group generated HKD 86.07 million from operating activities, but investing activities resulted in a net outflow of HKD 438 million due to acquisitions and loans, and financing activities used HKD 89.91 million, leading to a net decrease in cash and cash equivalents of HKD 442 million, ending the year with HKD 339 million 2023 Consolidated Statement of Cash Flows Summary (HKD thousand) | Item | 2023 | 2022 | | :--- | :--- | :--- | | Net Cash Generated from Operating Activities | 86,068 | 85,825 | | Net Cash (Used in)/Generated from Investing Activities | (437,987) | 106,575 | | Net Cash Used in Financing Activities | (89,905) | (24,701) | | Net (Decrease)/Increase in Cash and Cash Equivalents | (441,824) | 167,699 | | Cash and Cash Equivalents at Beginning of Year | 831,861 | 606,575 | | Cash and Cash Equivalents at End of Year | 339,466 | 831,861 | Notes to the Consolidated Financial Statements The notes provide detailed explanations of the Group's financial performance, including a HKD 483 million impairment loss on Tigre de Cristal assets due to the Russia-Ukraine conflict and project suspension, a HKD 305 million expected credit loss on financial guarantees for Suntrust, and a HKD 169 million fair value loss on Suntrust convertible bonds - Impairment of Property, Operating Rights and Equipment (Note 17): Due to factors such as the suspension of Tigre de Cristal Phase II development and the Russia-Ukraine conflict, the Group conducted impairment tests on related cash-generating units, recognizing an impairment loss of approximately HKD 483.1 million[514] - Financial Guarantee Contracts (Note 29): The Group provided financial guarantees to support fellow subsidiary Suntrust in obtaining bank financing, resulting in the recognition of an expected credit loss of approximately HKD 304.8 million as of year-end[548][549] - Derivative Financial Instruments (Note 21): The Group's convertible bonds in Suntrust are classified as derivative financial instruments measured at fair value, with a fair value loss of approximately HKD 169 million recorded for the year. Due to the instrument being pledged and conversion rights restricted, its valuation method changed from equity allocation to discounted cash flow[521][530][531] - Related Party Transactions (Note 40): Detailed disclosures of significant transactions with controlling shareholder LET and fellow subsidiary Suntrust, including interest income, loans, and guarantees[599][601] Five-Year Summary This section provides a five-year overview of the Group's key financial performance indicators, including revenue, profit/loss attributable to owners, total assets, total liabilities, and equity attributable to owners Five-Year Financial Summary (HKD thousand) | Item | 2019 | 2020 | 2021 | 2022 | 2023 | | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | 532,816 | 211,238 | 265,519 | 372,306 | 369,127 | | Profit/(Loss) Attributable to Owners of the Company | 81,998 | 10,018 | (229,988) | 11,847 | (739,964) | | Total Assets | 2,372,928 | 3,977,883 | 3,722,720 | 3,734,495 | 3,086,979 | | Total Liabilities | (336,515) | (240,970) | (259,455) | (240,286) | (464,694) | | Equity Attributable to Owners of the Company | 1,644,388 | 3,398,275 | 3,168,449 | 3,180,359 | 2,438,317 |