汉思集团控股(00554) - 2025 - 中期业绩

Financial Highlights Revenue and operating profit significantly increased in H1 2025, despite an expanded loss attributable to owners of the Company 2025 First Half Key Financial Indicators Comparison | Indicator | 2025 First Half (HK$ thousand) | 2024 First Half (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 3,506,515 | 741,255 | +373.1 | | Operating Profit/(Loss) | 105,606 | (6,463) | +1,734.0 | | EBITDA | 419,511 | 20,858 | +1,911.3 | | Loss attributable to owners of the Company | (109,534) | (21,347) | +413.1 | Financial Statements This section presents the consolidated financial performance, comprehensive income, and financial position for the reporting period Consolidated Statement of Profit or Loss During the reporting period, the company's revenue significantly grew to HK$3.5 billion, and operating profit turned positive, but losses for the period and attributable to owners of the Company expanded due to increased finance costs and income tax Consolidated Statement of Profit or Loss Key Data (For the six months ended June 30) | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Revenue | 3,506,515 | 741,255 | | Other Income | 33,472 | 13,156 | | Operating Profit/(Loss) | 105,606 | (6,463) | | Finance Costs | (203,196) | (12,782) | | Loss Before Tax | (97,590) | (19,245) | | Income Tax | (13,309) | (1,729) | | Loss for the Period | (110,899) | (20,974) | | Loss attributable to owners of the Company | (109,534) | (21,347) | | Basic and Diluted Loss Per Share | (2.63) HK cents | (0.55) HK cents | Consolidated Statement of Comprehensive Income The company reported a loss for the period of HK$111 million, but positive other comprehensive income from exchange differences and fair value changes of cash flow hedges narrowed the total comprehensive loss for the period Consolidated Statement of Comprehensive Income Key Data (For the six months ended June 30) | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Loss for the Period | (110,899) | (20,974) | | Exchange differences on translation of operations in other jurisdictions | 3,715 | (1,871) | | Cash flow hedges: fair value changes | 7,093 | – | | Other comprehensive income for the period | 10,009 | (64,058) | | Total comprehensive income for the period | (100,890) | (85,032) | | Total comprehensive income attributable to owners of the Company | (99,795) | (85,266) | Consolidated Statement of Financial Position As of June 30, 2025, total assets slightly decreased, non-current assets remained stable, and net current liabilities improved, while total liabilities slightly increased, leading to a decrease in net assets and total equity Consolidated Statement of Financial Position Key Data (As of June 30) | Indicator | 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Non-current Assets | 8,287,977 | 8,654,017 | | Current Assets | 1,448,138 | 1,216,137 | | Current Liabilities | 1,858,791 | 1,763,958 | | Net Current Liabilities | (410,653) | (547,821) | | Non-current Liabilities | 6,971,667 | 7,036,116 | | Net Assets | 905,657 | 1,070,080 | | Total Equity attributable to owners of the Company | 886,935 | 1,050,263 | Notes to the Financial Statements Detailed explanations and disclosures on accounting policies, financial performance, and position are provided within the financial statements Basis of Preparation The interim financial report is prepared in accordance with HKAS 34, unaudited but reviewed by KPMG, with the directors affirming the going concern basis despite net current liabilities - The interim financial report is prepared in accordance with HKAS 34, unaudited but reviewed by KPMG[12][14][100] - As of June 30, 2025, the Group's net current liabilities amounted to HK$410.7 million, but the directors believe the Group has sufficient funds to meet its obligations and prepared the report on a going concern basis[13] - The Group has HK$236.2 million in unutilized bank financing facilities to support its going concern[15] Changes in Accounting Policies Certain HKFRS amendments issued by the HKICPA became effective for the first time during the reporting period, but they had no significant impact on the Group's results or financial position, and no new standards were early adopted - Newly effective HKFRS amendments had no significant impact on the Group's results and financial position[16] - The Group has not early applied any new standards or interpretations not yet effective for the current accounting period[17] Revenue and Segment Reporting The Group's operations are categorized into four reportable segments: terminal and storage, trading, transport, media and advertising, and others, with detailed disclosures on revenue, assets, liabilities, and segment performance reconciliation Segment Results, Assets and Liabilities The Group's senior management assesses segment performance and allocates resources based on the results, assets, and liabilities attributable to each reportable segment, with clear methods for asset and liability allocation - The Group identified four reportable segments: terminal and storage, trading, transport, media and advertising, and others[18][20] - Segment assets include tangible, intangible, and current assets, excluding other company assets; segment liabilities include trade and other payables, contract liabilities, lease liabilities, and directly managed bank loans[18] Revenue Breakdown For the six months ended June 30, 2025, the Group's total revenue was HK$3.5065 billion, primarily driven by sales of oil and petrochemical products, fare income, and advertising income, with transport business revenue included for the first time due to the acquisition of Citybus Group Revenue Breakdown (For the six months ended June 30) | Revenue Source | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Storage and Warehouse Income | 34,522 | 44,928 | | Income from Operating Filling Stations | 28,067 | – | | Port and Throughput Income | 16,214 | 18,670 | | Sales of Oil and Petrochemical Products | 1,266,966 | 675,015 | | Fare Income | 1,942,737 | – | | Advertising Income | 201,329 | – | | Bus Rental Income | 11,875 | – | | Miscellaneous | 4,805 | – | | Total Revenue | 3,506,515 | 741,255 | Reconciliation of Segment Results For the six months ended June 30, 2025, the aggregate loss before tax for reportable segments was HK$24.203 million, which, after adding unallocated other income and deducting unallocated head office and corporate expenses, resulted in a consolidated loss before tax of HK$97.59 million Reconciliation of Reportable Segment Loss/(Profit) Before Tax to Consolidated Loss Before Tax (For the six months ended June 30) | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Reportable Segment Loss/(Profit) Before Tax | (24,203) | 7,427 | | Unallocated Other Income | 14,280 | 5,538 | | Unallocated Head Office and Corporate Expenses | (87,667) | (32,210) | | Consolidated Loss Before Tax | (97,590) | (19,245) | Other Income For the six months ended June 30, 2025, other income increased to HK$33.472 million, primarily driven by gains from early settlement of deferred payments and fair value gains on embedded derivatives related to the acquisition of non-controlling interests Other Income Breakdown (For the six months ended June 30) | Income Source | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Interest Income | 5,010 | 9,675 | | Net Exchange Loss | (3,812) | (1,333) | | Gain on Early Settlement of Deferred Payments | 9,313 | – | | Fair Value Gain on Embedded Derivatives related to Acquisition of Non-controlling Interests | 8,290 | – | | Others | 14,671 | 4,814 | | Total | 33,472 | 13,156 | Loss Before Tax Loss before tax primarily comprises finance costs, staff costs, and other items such as depreciation and amortisation, with finance costs and staff costs significantly increasing during the reporting period due to acquisitions and business expansion Loss Before Tax Components (For the six months ended June 30) | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Finance Costs | 203,196 | 12,782 | | Staff Costs | 1,110,638 | 25,176 | | Amortisation – Intangible Assets | 26,149 | 80 | | Depreciation – Property, Plant and Equipment | 207,349 | 20,719 | | Depreciation – Right-of-Use Assets | 80,407 | 5,387 | Income Tax For the six months ended June 30, 2025, income tax expense was HK$13.309 million, a significant increase from the prior year, primarily including PRC Enterprise Income Tax, Hong Kong Profits Tax, and deferred tax Income Tax Expense Breakdown (For the six months ended June 30) | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Current Tax – PRC Enterprise Income Tax (provision for the period) | (404) | (2,126) | | Current Tax – PRC Enterprise Income Tax (over-provision in prior periods) | 91 | 417 | | Current Tax – Hong Kong Profits Tax (provision for the period) | (2,381) | – | | Current Tax – Hong Kong Profits Tax (over-provision/(under-provision) in prior periods) | 1,771 | (20) | | Deferred Tax | (12,386) | – | | Total | (13,309) | (1,729) | - PRC subsidiaries are subject to a statutory income tax rate of 25%, Hong Kong Profits Tax is provided at 16.5%, and some subsidiaries are subject to a two-tiered profits tax regime[27] Loss Per Share For the six months ended June 30, 2025, basic and diluted loss per share was 2.63 HK cents, a significant increase from 0.55 HK cents in the prior year, mainly due to the increased loss attributable to owners of the Company Loss Per Share (For the six months ended June 30) | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Loss attributable to ordinary equity holders of the Company (HK$ thousand) | 109,534 | 21,347 | | Weighted average number of ordinary shares in issue (thousands) | 4,156,964 | 3,878,048 | | Basic and Diluted Loss Per Share (HK cents) | (2.63) | (0.55) | - Diluted loss per share is the same as basic loss per share as there were no dilutive potential ordinary shares during the reporting period[26] Trade and Other Receivables, Prepayments and Deposits As of June 30, 2025, trade receivables (net of loss allowance) increased to HK$274 million, while prepayments, other receivables, and contract assets decreased, with an average credit period of 5 to 180 days Trade and Other Receivables Ageing Analysis (As of June 30) | Item | 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Trade Receivables (net of loss allowance) | 274,003 | 186,488 | | Prepayments and Other Receivables | 110,470 | 165,752 | | Contract Assets | 66,653 | 112,400 | | Total | 451,126 | 464,640 | - The Group grants an average credit period of 5 to 180 days to its trade customers[28] Trade and Other Payables and Contract Liabilities As of June 30, 2025, trade payables and bills payable significantly increased to HK$339.9 million, contract liabilities slightly decreased, and other payables and accrued charges remained high Trade and Other Payables Ageing Analysis (As of June 30) | Item | 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Trade Payables and Bills Payable | 339,895 | 102,550 | | Contract Liabilities | 150,097 | 156,790 | | Other Payables and Accrued Charges | 1,839,166 | 1,863,558 | | Provisions | 163,041 | 154,325 | | Total | 2,492,199 | 2,277,223 | | Less: Non-current Portion (long service payment provision) | (49,906) | (46,796) | | Less: Non-current Portion (other payables – liabilities for acquisition of non-controlling interests) | (1,410,512) | (1,382,704) | | Less: Non-current Portion (other payables – others) | – | (3,137) | | Current Portion | 1,031,781 | 844,586 | Bank and Other Borrowings As of June 30, 2025, total bank and other borrowings increased to HK$3.0805 billion, with most being non-current and secured bank loans, primarily repayable after two years Bank and Other Borrowings Carrying Value Analysis (As of June 30) | Type | 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Current Liabilities | 370,248 | 290,161 | | Non-current Liabilities | 2,710,207 | 2,104,634 | | Total | 3,080,455 | 2,394,795 | Bank and Other Borrowings Repayment Schedule (As of June 30) | Repayment Period | 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Bank loans (secured) repayable within one year or on demand | 339,693 | 290,161 | | Bank loans (secured) repayable after one year but within two years | 166,360 | 134,757 | | Bank loans (secured) repayable after two years but within five years | 2,391,490 | 1,714,826 | | Bank loans (secured) repayable after five years | 152,357 | 177,051 | | Other loans (unsecured) repayable within one year or on demand | 30,555 | – | | Other loans (unsecured) repayable after one year but within two years | – | 78,000 | | Total | 3,080,455 | 2,394,795 | - The Group's bank loans are secured by property, plant and equipment, interests in leasehold land and buildings, trade and other receivables, cash and bank balances, and shares of certain subsidiaries[34][95] Amounts Due to Related Parties and Joint Ventures Amounts due to related parties and joint ventures are unsecured, interest-free, and repayable within one year, except for HK$900 million repayable on March 23, 2031, at an annual interest rate of 2.5% - Amounts due to related parties and joint ventures are mostly unsecured, interest-free, and repayable within one year[35] - Of these, HK$900 million is repayable on March 23, 2031, at an annual interest rate of 2.5%[35] Dividends The Board does not recommend an interim dividend for the six months ended June 30, 2025, while the 2024 final dividend was paid on July 11, 2025, with HK$42.043 million settled through a scrip dividend scheme - The Board does not recommend an interim dividend for the first half of 2025[36][99] - The 2024 final dividend was paid on July 11, 2025, with HK$42.043 million settled by issuing 151.8 million shares under a scrip dividend scheme[36] Commitments As of June 30, 2025, the Group's capital commitments for property, plant and equipment, contracted but not provided for, amounted to HK$19.747 million Capital Commitments (As of June 30) | Item | 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Contracted but not provided for | 19,747 | 19,820 | Non-adjusting Events After the Reporting Period After the reporting period, Dongzhou International received approval to convert an oil and gas berth into an LPG-specific berth with an estimated annual throughput capacity of 2.02 million metric tons, and Citybus prematurely terminated its advertising agreement with JCD, with Huitong Media taking over, expected to boost advertising revenue - Dongzhou International received approval to convert a 50,000-metric-ton oil and gas berth into an LPG-specific berth, with a designed annual throughput capacity of approximately 2.02 million metric tons, and the renovation project contract value is HK$61.883 million[38][39] - Citybus prematurely terminated its bus shelter advertising agreement with JCDecaux Transport Limited, paying approximately HK$96.8 million in termination fees, with Huitong Media becoming the exclusive advertising service provider, expected to enhance advertising revenue and profitability[39] Management Discussion and Analysis This section reviews the Group's business operations, financial performance, and future outlook, highlighting key achievements, challenges, and strategies Business Review Hans Energy Group's business encompasses terminal ports, storage logistics, oil and petrochemical product trading, and filling station operations in the energy sector, and has expanded into public transport, media, and advertising services in Hong Kong through the acquisition of Citybus Group Group Profile Hans Energy Group is a major operator in the energy sector in South China, providing integrated terminal port, storage tank, and logistics services for petroleum and liquefied chemical products, and engaging in oil and petrochemical product trading, with its business expanding into Hong Kong public transport and media advertising services through the acquisition of 70% equity in Citybus Group in July 2024 - Hans Energy Group is a major operator in the energy sector in South China, providing terminal port, storage logistics, oil and petrochemical product trading, and filling station businesses[40] - In July 2024, the acquisition of 70% equity in Citybus Transport Holdings Limited was completed, expanding business into Hong Kong public transport (Citybus) and media advertising services[40] Terminal Storage Business The Group owns and operates Dongzhou Petrochemical Terminal in Dongguan, Guangdong, with 94 storage tanks totaling approximately 260,000 cubic meters, generating revenue from tank leasing and terminal/land transport services, maintaining an average occupancy rate of 91.7% in the first half of 2025 despite macroeconomic headwinds - The Group owns and operates Dongzhou Petrochemical Terminal in Dongguan, with 94 storage tanks totaling approximately 260,000 cubic meters for gasoline, diesel, and petrochemical products[41] - The revenue model primarily involves leasing storage tanks, terminal and land cargo transport service fees, and ancillary services[44] Terminal Storage Business Operating Statistics (For the six months ended June 30) | Operating Statistics | 2025 | 2024 | Change % | | :--- | :--- | :--- | :--- | | Total Vessels Berthed – Foreign | 30 | 35 | -14.3 | | Total Vessels Berthed – Local | 400 | 435 | -8.0 | | Number of Trucks Receiving Cargo | 28,581 | 31,946 | -10.5 | | Number of Barrels Filled | 6,839 | 6,485 | +5.5 | | Throughput (metric tons) | 21,173 | 23,057 | -8.2 | | Tank Farm Throughput (metric tons) | 1,979,000 | 2,203,000 | -10.2 | | Terminal Throughput (metric tons) | 1,287,000 | 1,410,000 | -8.7 | - In the first half of 2025, Dongzhou Petrochemical Terminal maintained an average occupancy rate of 91.7%, consistent with the prior year, but throughput, tank farm throughput, and terminal throughput all decreased[48] Trading Business The Group maintains a robust oil and petrochemical product trading platform in China, collaborating with leading energy companies such as CNOOC and Sinopec, and in the first half of 2025, the number of sales contracts and sales volume increased significantly by 25.7% and 46.8% respectively - The Group has established long-term cooperative relationships with leading energy companies such as CNOOC, Sinopec, and Sinochem Group, maintaining a robust oil and petrochemical product trading platform[49] Trading Business Operating Statistics (For the six months ended June 30) | Operating Statistics | 2025 | 2024 | Change % | | :--- | :--- | :--- | :--- | | Number of Sales Contracts Entered Into | 680 | 541 | +25.7 | | Sales Volume of Oil and Petrochemical Products (metric tons) | 160,000 | 109,000 | +46.8 | Filling Station Business The Group began direct operation of a filling station in Zengcheng District, Guangzhou, in August 2024, in collaboration with Sinochem Group, aiming to attract customers and drive sales growth through brand recognition and technical expertise - The Group began direct operation of a filling station in Zengcheng District, Guangzhou, in August 2024, having previously generated rental income through a lease agreement[52] - The filling station operates under the Sinochem Group brand, enhancing product competitiveness, safety management, and service quality through strategic cooperation[52] Transport Business Citybus is a major franchised public bus operator in Hong Kong, holding two bus franchises covering 237 routes with a fleet of over 1,700 buses, and also provides non-franchised bus services including staff buses, residential shuttle buses, and private hire services - Citybus holds two bus franchises, covering 237 bus routes, with a fleet of over 1,700 registered buses, serving Hong Kong Island, Kowloon, and the New Territories[53][55][57] - In the first half of 2025, Citybus's franchised and non-franchised bus businesses served approximately 179.6 million passengers, with an average daily ridership of about 1 million passengers[57] - Citybus operates three major brands: Citybus (urban and New Territories), Cityflyer (airport and cross-border services), and Rickshaw Sightseeing Bus (open-top sightseeing services)[58] - Citybus also provides non-franchised bus services, including staff buses, residential shuttle buses, private bus hire, and open-top bus hire services[54][59] Media and Advertising Business The Group's advertising services are managed by Huitong Media, the exclusive agent for Citybus franchised bus body and interior advertising, which has also secured exclusive advertising rights for multiple MTR lines, covering 109 MTR stations and Citybus routes, reaching over 3.5 million passengers daily - Huitong Media is the exclusive agent for Citybus franchised bus body and interior advertising, with a contract period until 2033[61] - Huitong Media also secured exclusive advertising rights for MTR East Rail Line, Tuen Ma Line, Light Rail, and MTR Bus, valid until December 31, 2028, with an option to renew for up to five years[61] - Huitong Media covers 109 MTR stations and Citybus routes, reaching over 3.5 million passengers daily[61] Outlook Hans Energy Group's revenue significantly grew in the first half of 2025, primarily due to the consolidation of Citybus and Huitong Media and growth in mainland oil product trading, with future plans including terminal upgrades, fare adjustments, non-fare revenue expansion, and advertising business integration to address challenges and seize growth opportunities Terminal Storage and Trading Business Outlook Facing macroeconomic and new energy vehicle impacts on oil consumption, Dongzhou Petrochemical Terminal will convert a 50,000-metric-ton berth into an LPG-specific terminal with an estimated annual throughput capacity of 2.02 million metric tons to meet market demand and drive revenue growth, while also promoting new storage and production projects on reserved land - Dongzhou Petrochemical Terminal will convert a 50,000-metric-ton berth into an LPG-specific terminal, with a designed annual throughput capacity of 2.02 million metric tons, expected to be completed within next year, and long-term lease contracts have been signed, which will bring revenue growth[63] - The Group is collaborating with local governments and business partners to promote the construction of new storage and production projects on reserved land[63] Transport Business Outlook In the first half of 2025, transport business revenue grew by 9.5%, mainly due to a 7.5% fare increase and increased ridership for Citybus, which plans to actively explore non-fare revenue streams, such as opening idle charging facilities to the public, to address rising costs, competition from rail transport, and the challenge of updating its zero-emission fleet - In the first half of 2025, transport business revenue grew by 9.5%, primarily due to a 7.5% fare increase for Citybus and an increase of 4.3 million passenger trips[64] - Citybus will actively explore non-fare revenue businesses, such as opening idle charging facilities to the public, to address challenges from inflation, competition from rail transport, and capital expenditure for updating its zero-emission fleet[64] Media and Advertising Business Outlook Huitong Media has become the fastest-growing outdoor advertising agency in the local market, generating HK$200 million in revenue in the first half of 2025, and the Group plans to transfer Citybus bus shelter advertising business to Huitong Media as the exclusive agent from October 2, 2025, expecting to further boost its turnover and synergy - Huitong Media is the fastest-growing outdoor advertising agency in the local market, with media and advertising business revenue of HK$200 million in the first half of 2025[65] - The Group plans to transfer Citybus bus shelter advertising business to Huitong Media as the exclusive agent from October 2, 2025, which is expected to increase annual turnover and enhance synergy[65] Financial Review This section provides a comprehensive review of the Group's financial performance for the first half of 2025, including net loss, EBITDA, revenue composition, changes in various costs and taxes, as well as key financial indicators such as liquidity, gearing ratio, and capital structure Group Results and EBITDA For the six months ended June 30, 2025, the Group's net loss increased to HK$110.9 million, mainly due to increased depreciation, amortisation, and finance costs following the acquisition of Citybus Group; despite this, EBITDA remained strong at HK$419.5 million, a 1,911.3% year-on-year increase Group Results and EBITDA (For the six months ended June 30) | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Net Loss | (110,899) | (20,974) | +428.7 | | EBITDA | 419,511 | 20,858 | +1,911.3 | - The increase in net loss was primarily due to an increase of approximately HK$89.1 million in depreciation and amortisation resulting from fair value adjustments to property, plant and equipment and intangible assets after the acquisition of Citybus Group, and an increase of approximately HK$50.5 million in finance costs related to deferred payments and liabilities for put option shares[67] Revenue For the six months ended June 30, 2025, the Group's revenue reached HK$3.5065 billion, a 373.1% year-on-year increase, primarily driven by the consolidation of Citybus Group's revenue and significant growth in trading revenue, with transport and media & advertising businesses becoming new major revenue sources Revenue by Business Segment (For the six months ended June 30) | Business Segment | 2025 (HK$ thousand) | % of Total | 2024 (HK$ thousand) | % of Total | Change (%) | | :--- | :--- | :--- | :--- | :--- | :--- | | Trading Business (Sales of oil and petrochemical products) | 1,266,966 | 36.1 | 675,015 | 91.1 | +87.7 | | Terminal Storage Business (Storage and port throughput income) | 50,736 | 1.5 | 63,598 | 8.5 | -20.3 | | Filling Station Retail Business (Operating and rental income from filling stations) | 28,067 | 0.8 | 2,642 | 0.4 | +962.3 | | Transport Business (Fare and bus rental income, etc.) | 1,959,417 | 55.8 | – | – | Not Applicable | | Media and Advertising Business (Advertising income) | 201,329 | 5.8 | – | – | Not Applicable | | Total Revenue | 3,506,515 | 100.0 | 741,255 | 100.0 | +373.1 | - The impressive revenue growth was primarily due to the consolidation of Citybus Group's revenue (approximately HK$2.1607 billion) and an increase of HK$592 million in trading revenue[69][70] - Fare income mainly derived from Citybus's bus transport services, while advertising income came from bus shelters, bus body and interior advertising, and MTR line advertising services[71] Other Income For the six months ended June 30, 2025, other income increased to HK$33.5 million, a 154.4% year-on-year increase, driven by gains from early settlement of deferred payments and fair value gains on embedded derivatives Other Income (For the six months ended June 30) | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Other Income | 33,500 | 13,200 | +154.4 | - The increase was primarily due to gains from early settlement of deferred payments and fair value gains on embedded derivatives related to the acquisition of non-controlling interests[72] Operating Costs For the six months ended June 30, 2025, operating costs increased to HK$3.4344 billion, a 351.4% year-on-year increase, mainly due to higher cost of inventories sold from increased trading revenue, and significant increases in staff costs, depreciation and amortisation, bus energy costs, and repair and maintenance expenses due to the consolidation of Citybus Group Operating Costs (For the six months ended June 30) | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Operating Costs | 3,434,400 | 760,900 | +351.4 | - Cost of inventories sold increased by HK$615.5 million (+91.8%), staff costs increased by HK$1.0855 billion, depreciation and amortisation increased by HK$286.6 million, bus energy costs increased by HK$194.3 million, and repair and maintenance increased by HK$167.9 million[73] Finance Costs For the six months ended June 30, 2025, finance costs significantly increased to HK$203.2 million, primarily due to deferred payments for acquisitions, liabilities related to put option shares, and higher interest on bank loans and lease liabilities following the acquisition of Citybus Group Finance Costs (For the six months ended June 30) | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Finance Costs | 203,200 | 12,800 | - The increase in finance costs was mainly due to deferred payments for acquisitions, liabilities related to put option shares, and higher interest on bank loans and lease liabilities after the acquisition of Citybus Group[74] Taxation For the six months ended June 30, 2025, income tax expense was HK$13.3 million, a 669.8% increase from the prior year Income Tax Expense (For the six months ended June 30) | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Income Tax Expense | 13,300 | 1,700 | +669.8 | Basic and Diluted Loss Per Share For the six months ended June 30, 2025, basic and diluted loss per share were both 2.63 HK cents, a significant increase from 0.55 HK cents in the prior year Basic and Diluted Loss Per Share (For the six months ended June 30) | Indicator | 2025 (HK cents) | 2024 (HK cents) | | :--- | :--- | :--- | | Basic and Diluted Loss Per Share | (2.63) | (0.55) | Liquidity, Gearing Ratio and Capital Structure As of June 30, 2025, the Group's cash and bank balances were approximately HK$481 million, net current liabilities improved, and the current ratio was 0.78; total assets slightly decreased, and total equity decreased, leading to a gearing ratio of 90.7% Liquidity and Capital Structure Key Indicators (As of June 30) | Indicator | 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Cash and Bank Balances | 481,000 | 488,000 | | Net Current Liabilities | (410,700) | (547,800) | | Current Ratio | 0.78 | 0.69 | | Total Assets | 9,736,100 | 9,870,200 | | Outstanding Bank and Other Borrowings | 3,080,500 | 2,394,800 | | Total Equity | 905,700 | 1,070,100 | | Gearing Ratio | 90.7% | 89.2% | Financial Resources The Group meets its working capital needs through business operations and bank financing, and management is confident in having sufficient financial resources to meet future debt obligations and support operations and expansion, while continuously monitoring capital market developments - The Group primarily meets its working capital needs through business operations and bank financing[79] - Management is confident in having sufficient financial resources to meet future debt obligations and support operations and expansion[79] Other Information Additional disclosures cover significant investments, risk management, employee information, asset pledges, commitments, contingent liabilities, and corporate governance matters Significant Investments, Major Acquisitions and Disposals and Future Plans for Major Investments or Capital Assets The Group's most significant investment during the reporting period was the acquisition of a 54.44% stake in Citybus Group, increasing its shareholding to 70% and leading to the consolidation of Citybus Group's assets and liabilities into the Group's financial statements, involving complex share subscriptions, acquisition agreements, and guarantee arrangements Acquisition of 54.44% of HTL The Group, through its wholly-owned subsidiary Glorify Group Limited, completed the acquisition of a 54.44% stake in Citybus on July 31, 2024, increasing its shareholding in Citybus to 70%, with a total consideration of HK$2.722 billion involving the issuance of consideration shares and deferred payments - Glorify, a wholly-owned subsidiary of the Group, completed the acquisition of a 54.44% stake in Citybus on July 31, 2024, increasing its shareholding in Citybus to 70%[85][86] - The total acquisition consideration was HK$2.722 billion, involving the allotment and issuance of 278.9 million consideration shares to TWB Holdings, and HK$2 billion in deferred payments, of which HK$1.872 billion has been settled[85][88] - The new shareholders' agreement includes call option and put option terms for Citybus shares held by TWB Holdings[87] Guarantees To facilitate the acquisition, 51% of Citybus's total issued shares were re-pledged, with Glorify pledging 36% and TWB Holdings pledging 15%; additionally, Glorify independently pledged its 34% stake in Citybus as further security for deferred payments, resulting in all of its Citybus shares being pledged - 51% of Citybus's total issued shares were re-pledged to NWS Services, with Glorify pledging 36% and TWB Holdings pledging 15%[89] - Glorify independently pledged its 34% stake in Citybus as additional security for deferred payments under the acquisition, resulting in all of its Citybus shares (7,000 shares) being pledged[89] Exchange Rate and Price Fluctuation Risks and Related Hedging The Group faces exchange rate, fuel price, and interest rate fluctuation risks; management deems exchange rate risk not significant, mitigates fuel price risk through back-to-back trading and centralized procurement, and hedges through supply contracts and fuel price call options, while interest rate risk is managed by close market monitoring and strategy formulation Exchange Rate Risk The Group's cash is primarily held in HKD, RMB, and USD, with revenue and operating expenses also mainly denominated in HKD and RMB; management considers exchange rate fluctuation risk not significant as most income and expenses are naturally hedged against their functional currencies - The Group's cash and bank balances are primarily held in HKD, RMB, and USD, with income and expenses mainly denominated in HKD and RMB[91] - Management considers exchange rate fluctuation risk not significant as most income and expenses are naturally hedged against their respective functional currencies[91] Fuel Price Risk The Group mitigates oil price fluctuation risk through a back-to-back trading model for its trading business and centralized procurement for its filling station business; for public bus operations, fuel supply is stabilized and price risk is hedged through supply contracts with diesel suppliers and fuel price call option contracts - Trading business operates on a back-to-back trading model, and filling station business mitigates oil price fluctuation risk through centralized procurement[92] - Public bus operations mitigate fuel price risk through supply contracts with diesel suppliers and fuel price call option contracts[92] Interest Rate Risk The Group's interest rate risk primarily arises from bank and other borrowings, with over 70% of borrowings at floating rates; management will continue to closely monitor market conditions and formulate appropriate strategies to manage interest rate fluctuation risk - The Group's interest rate risk primarily arises from bank and other borrowings, with over 70% of borrowings at floating rates[93] - Management will continue to closely monitor interest rate changes and review its interest rate risk management strategy[93] Employees and Remuneration Policy As of June 30, 2025, the Group had approximately 6,100 employees; remuneration and benefits are reviewed annually based on market conditions, qualifications, experience, responsibilities, and performance, with discretionary bonuses, share options, and share awards provided for outstanding performers - As of June 30, 2025, the Group had approximately 6,100 employees[94] - Remuneration and benefits are reviewed annually based on market conditions, qualifications, experience, responsibilities, and performance, with discretionary bonuses, share options, and share awards provided for outstanding employees[94] Group Assets Pledged The Group has pledged certain property, plant and equipment, interests in leasehold land and buildings, trade and other receivables, cash and bank balances, and all issued shares of certain subsidiaries to lenders as security for bank financing - The Group has pledged certain property, plant and equipment, interests in leasehold land and buildings, trade and other receivables, cash and bank balances, and all issued shares of certain subsidiaries to lenders as security for bank financing[95] Commitments Details of commitments, primarily referring to capital commitments contracted but not provided for, are disclosed in Note 13 - Details of commitments are disclosed in Note 13, primarily referring to capital commitments contracted but not provided for[96] Contingent Liabilities As of June 30, 2025, the Group had no significant contingent liabilities - As of June 30, 2025, the Group had no significant contingent liabilities[97] Events After Reporting Period Details of events after the reporting period, mainly involving terminal renovation and the termination of an advertising agreement, are disclosed in Note 14 - Details of events after the reporting period are disclosed in Note 14, mainly involving terminal renovation and the termination of an advertising agreement[98] Interim Dividend The Board does not recommend the payment of an interim dividend for the six months ended June 30, 2025 - The Board does not recommend the payment of an interim dividend for the six months ended June 30, 2025[99] Review of Interim Financial Report The Group's unaudited interim financial report has been reviewed by independent auditor KPMG in accordance with Hong Kong Standard on Review Engagements 2410 and by the Board's audit committee - The interim financial report has been reviewed by KPMG in accordance with Hong Kong Standard on Review Engagements 2410[100] - The interim financial report has also been reviewed by the Board's audit committee[100] Purchase, Sale or Redemption of Listed Securities During the reporting period, neither the Company nor any of its subsidiaries purchased, redeemed, or sold any of the Company's listed securities - During the reporting period, neither the Company nor any of its subsidiaries purchased, redeemed, or sold any of the Company's listed securities[101] Corporate Governance The Company's corporate governance practices are based on the Corporate Governance Code in Appendix C1 of the Listing Rules and have been complied with, except for a deviation from Code Provision F.2.2; all directors confirm full compliance with the Model Code for Securities Transactions by Directors of Listed Issuers in Appendix C3 of the Listing Rules - The Company's corporate governance practices are based on the Corporate Governance Code in Appendix C1 of the Listing Rules and have been complied with, except for a deviation from Code Provision F.2.2[102] - All directors confirm full compliance with the Model Code for Securities Transactions by Directors of Listed Issuers in Appendix C3 of the Listing Rules during the reporting period[104] Publication of Interim Results Announcement and Interim Report The interim results announcement for the six months ended June 30, 2025, has been published on the websites of Hong Kong Exchanges and Clearing Limited and the Company, and the interim report will be sent to shareholders upon request and published on the website - The interim results announcement has been published on the websites of Hong Kong Exchanges and Clearing Limited and the Company[105] - The interim report will only be sent to the Company's shareholders upon request and will be published on the website in due course[105]