瀛海集团(08668) - 2025 - 中期业绩

Financial Highlights This section provides an overview of key financial data, including revenue, loss attributable to owners, and EPS, showing significant loss reduction Key Financial Data Overview | Indicator | Six Months Ended June 30, 2025 (HKD thousands) | Six Months Ended June 30, 2024 (HKD thousands) | Change (HKD thousands) | Growth Rate | | :--- | :--- | :--- | :--- | :--- | | Revenue | 51,500 | 48,300 | 3,200 | 6.6% | | Loss for the period attributable to owners of the Company | (1,000) | (5,900) | 4,900 (narrowed) | -83.1% | | Basic and diluted loss per share | (0.08) HK cents | (0.49) HK cents | 0.41 HK cents (improved) | -83.7% | - The Board does not recommend the payment of an interim dividend for the six months ended June 30, 2025[12] Unaudited Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income This statement presents the group's financial performance for the six months, showing revenue growth and a reduced loss Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income (Six Months Ended June 30) | Indicator | 2025 (HKD thousands) | 2024 (HKD thousands) | Change (HKD thousands) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Revenue | 51,490 | 48,302 | 3,188 | 6.6% | | Cost of sales | (44,449) | (43,464) | (985) | 2.3% | | Gross profit | 7,041 | 4,838 | 2,203 | 45.5% | | Other income and gains | 400 | 178 | 222 | 124.7% | | Administrative expenses | (9,601) | (12,039) | 2,438 | -20.2% | | Loss before tax | (1,008) | (5,921) | 4,913 | -83.0% | | Loss for the period | (1,008) | (5,921) | 4,913 | -83.0% | | Basic and diluted loss per share | (0.08) HK cents | (0.49) HK cents | 0.41 HK cents | -83.7% | Unaudited Condensed Consolidated Statement of Financial Position This statement details the group's assets, liabilities, and equity as of June 30, 2025, indicating changes in financial position Condensed Consolidated Statement of Financial Position (As at June 30, 2025) | Indicator | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | Change (HKD thousands) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Non-current assets | | | | | | Property, plant and equipment | 7,561 | 8,560 | (999) | -11.7% | | Investment properties | 2,672 | 2,672 | 0 | 0.0% | | Investment in an associate | 713 | 697 | 16 | 2.3% | | Total non-current assets | 10,946 | 11,929 | (983) | -8.2% | | Current assets | | | | | | Trade receivables | 10,115 | 16,377 | (6,262) | -38.2% | | Deposits, prepayments and other receivables | 16,086 | 10,092 | 5,994 | 59.4% | | Cash and cash equivalents | 4,995 | 3,248 | 1,747 | 53.8% | | Total current assets | 33,774 | 32,943 | 831 | 2.5% | | Current liabilities | | | | | | Trade and other payables | 15,653 | 13,226 | 2,427 | 18.3% | | Borrowings | 139 | 139 | 0 | 0.0% | | Lease liabilities | 218 | 658 | (440) | -66.9% | | Total current liabilities | 20,395 | 19,417 | 978 | 5.0% | | Net assets | 22,934 | 23,990 | (1,056) | -4.4% | Unaudited Condensed Consolidated Statement of Changes in Equity This statement outlines changes in the group's equity attributable to owners, primarily due to the period's loss and exchange reserve movements Condensed Consolidated Statement of Changes in Equity (Six Months Ended June 30, 2025) | Indicator | January 1, 2025 (HKD thousands) | June 30, 2025 (HKD thousands) | Change (HKD thousands) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Total equity attributable to owners of the Company | 23,990 | 22,934 | (1,056) | -4.4% | - The loss for the period of HKD 1,008 thousand and a decrease in exchange reserve of HKD 48 thousand were the primary reasons for the decrease in total equity[18] Unaudited Condensed Consolidated Statement of Cash Flows This statement summarizes cash flows from operating, investing, and financing activities, showing a positive shift in operating cash flow Condensed Consolidated Statement of Cash Flows (Six Months Ended June 30) | Indicator | 2025 (HKD thousands) | 2024 (HKD thousands) | Change (HKD thousands) | | :--- | :--- | :--- | :--- | | Net cash generated from/(used in) operating activities | 3,284 | (683) | 3,967 | | Net cash generated from/(used in) investing activities | 67 | (10) | 77 | | Net cash used in financing activities | (1,556) | (615) | (941) | | Net increase/(decrease) in cash and cash equivalents | 1,795 | (1,308) | 3,103 | | Cash and cash equivalents at end of period | 4,995 | 5,182 | (187) | - Operating cash flow shifted from a net outflow to a net inflow of HKD 3,284 thousand, indicating improved operational efficiency[25] - Cash outflow from financing activities increased, primarily due to repayment of borrowings and lease liabilities[25] Notes to the Unaudited Condensed Consolidated Financial Statements This section provides detailed explanations and disclosures supporting the condensed consolidated financial statements 1. General Information This section introduces the company's incorporation, listing, and primary business segments in Macau, China, and Hong Kong - The Company was incorporated in the Cayman Islands on December 18, 2018, and listed on GEM of the Stock Exchange on September 26, 2019[27] - Principal business activities include tourism business (Macau hotel room sales and distribution, air ticket, hotel room, and travel package related product profit income), automobile business (Macau vehicle rental and limousine services), and performance and event business (ticket sales, organization, and related support services for performances and events in Asia, and event investments)[27] - Silver Esteem Limited is the direct and ultimate holding company, wholly owned by Mr. Choi Wai Chun, an executive Director[27] 2. Basis of Preparation and Accounting Policies This section explains the basis of preparing interim financial statements and the adoption of new accounting standards - The financial statements are prepared in accordance with Hong Kong Accounting Standard 34 "Interim Financial Reporting" issued by the Hong Kong Institute of Certified Public Accountants and the applicable disclosure requirements of the GEM Listing Rules[29] - All new and revised Hong Kong Financial Reporting Standards effective for financial years beginning on or after January 1, 2025, including HKAS 21 (Amendment) "Lack of Exchangeability," have been applied[30][31] - The application of new and revised standards has no significant impact on the amounts reported and disclosures made in these financial statements for the current period[31] 3. Financial Risk Management and Financial Instruments This section addresses the group's exposure to credit, interest rate, and liquidity risks, with unchanged risk management policies 3.1 Financial Risk Factors This section identifies the primary financial risks faced by the group and confirms consistent risk management policies - The Group's operations are exposed to various financial risks: credit risk, cash flow and fair value interest rate risk, and liquidity risk[32] - The risk management policies have remained unchanged since December 31, 2024[33] 3.2 Fair Value Estimation This section states that the carrying amounts of liquid financial instruments approximate their fair values - The carrying amounts of the Group's liquid financial assets and liabilities at the reporting date approximate their fair values[34] - The carrying amounts of non-current lease liabilities are assumed to approximate their fair values because these amounts are interest-bearing at commercial rates[34] 4. Critical Accounting Estimates and Judgements This section highlights the management's use of judgments and estimates in financial reporting, consistent with prior annual statements - The preparation of the unaudited condensed consolidated interim financial statements requires management to make judgments, estimates, and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income, and expenses[36] - The significant judgments made by management and the key sources of estimation uncertainty are consistent with those followed in the Company's audited consolidated financial statements for the year ended December 31, 2024[36] 5. Revenue and Segment Information This section details the group's revenue sources and segment performance, with tourism and auto businesses being key contributors Revenue Composition (Six Months Ended June 30) | Revenue Source | 2025 (HKD thousands) | 2024 (HKD thousands) | Change (HKD thousands) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Hotel room sales and distribution | 39,791 | 33,444 | 6,347 | 19.0% | | Provision of limousine services | 7,987 | 7,374 | 613 | 8.3% | | Performance and event income | 2,168 | 5,202 | (3,034) | -58.3% | | Gain on financial assets at fair value through profit or loss | 190 | — | 190 | N/A | | Vehicle rental income | 1,209 | 2,057 | (848) | -41.2% | | Total Revenue | 51,490 | 48,302 | 3,188 | 6.6% | - The Group has three reportable operating segments: tourism business, automobile business, and performance and event business[39][40][41][42] Segment Revenue and Results Segment Revenue and Results (Six Months Ended June 30, 2025) | Segment | Revenue (HKD thousands) | Results (HKD thousands) | | :--- | :--- | :--- | | Tourism business | 39,936 | 1,680 | | Automobile business | 9,196 | 5,065 | | Performance and event business | 2,358 | 296 | | Total | 51,490 | 7,041 | Segment Revenue and Results (Six Months Ended June 30, 2024) | Segment | Revenue (HKD thousands) | Results (HKD thousands) | | :--- | :--- | :--- | | Tourism business | 34,302 | 1,686 | | Automobile business | 8,792 | 3,352 | | Performance and event business | 5,208 | (200) | | Total | 48,302 | 4,838 | - The automobile business results increased by 51.1% from HKD 3,352 thousand in the same period of 2024 to HKD 5,065 thousand in the same period of 2025[43][45] - Revenue from the performance and event business decreased from HKD 5,208 thousand in the same period of 2024 to HKD 2,358 thousand in the same period of 2025, while results turned from a loss of HKD 200 thousand to a profit of HKD 296 thousand[43][45] 6. Other Income and Gains This section explains the increase in other income and gains, primarily driven by exchange and miscellaneous income Other Income and Gains Composition (Six Months Ended June 30) | Source | 2025 (HKD thousands) | 2024 (HKD thousands) | Change (HKD thousands) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Interest income | 38 | 10 | 28 | 280.0% | | Exchange gains | 186 | 45 | 141 | 313.3% | | Miscellaneous income | 176 | 77 | 99 | 128.6% | | Total | 400 | 178 | 222 | 124.7% | 7. Finance Costs This section reports a decrease in finance costs due to reduced interest on lease liabilities and bank borrowings Finance Costs Composition (Six Months Ended June 30) | Source | 2025 (HKD thousands) | 2024 (HKD thousands) | Change (HKD thousands) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Interest on lease liabilities | 12 | 40 | (28) | -70.0% | | Interest on bank borrowings | 21 | 29 | (8) | -27.6% | | Total | 33 | 69 | (36) | -52.2% | 8. Loss Before Tax This section shows a significant reduction in loss before tax, mainly attributed to lower administrative expenses Key Deductions for Loss Before Tax (Six Months Ended June 30) | Item | 2025 (HKD thousands) | 2024 (HKD thousands) | Change (HKD thousands) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Depreciation of property, plant and equipment | 1,093 | 887 | 206 | 23.2% | | Lease payments under operating leases for leased assets | 452 | 526 | (74) | -14.1% | | Employee benefits expense (including Directors' emoluments) | 8,633 | 10,093 | (1,460) | -14.5% | | Contributions to retirement benefit schemes | 185 | 185 | 0 | 0.0% | - Employee benefits expense decreased by HKD 1,460 thousand, which is a significant factor in the narrowed loss[50] 9. Income Tax Expense This section states no income tax expense incurred due to the absence of taxable profits, outlining applicable tax rates - The Group had no income tax expense for the six months ended June 30, 2025 and 2024, as it did not generate any taxable profits[51] - Macau Complementary Tax is calculated at a rate of 12%, and Chinese subsidiaries are subject to China Enterprise Income Tax at a rate of 25%[51] 10. Loss Per Share This section reports a significant improvement in basic and diluted loss per share due to the reduced period loss Loss Per Share (Six Months Ended June 30) | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Basic and diluted loss per share | (0.08) HK cents | (0.49) HK cents | - The weighted average number of shares used to calculate basic and diluted loss per share is 1,200,000 thousand shares[52] - Diluted loss per share is the same as basic loss per share because the Company had no potential dilutive ordinary shares during the reporting period[52] 11. Dividends This section confirms that the board does not recommend an interim dividend for the period - The Directors do not recommend or propose an interim dividend for the six months ended June 30, 2025[53] 12. Property, Plant and Equipment This section notes a substantial decrease in property, plant, and equipment acquisitions compared to the prior year Property, Plant and Equipment Acquired (Six Months Ended June 30) | Indicator | 2025 (HKD thousands) | 2024 (HKD thousands) | Change (HKD thousands) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Property, plant and equipment acquired | 94 | 1,396 | (1,302) | -93.3% | 13. Trade Receivables This section details a significant decrease in net trade receivables, with credit terms typically 30-45 days Trade Receivables (As at June 30, 2025) | Indicator | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | Change (HKD thousands) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Trade receivables, gross | 12,085 | 19,566 | (7,481) | -38.2% | | Less: Provision for expected credit losses | (1,970) | (3,189) | 1,219 | -38.2% | | Net | 10,115 | 16,377 | (6,262) | -38.2% | - The credit period granted to major customers generally ranges from 30 to 45 days[56] - Trade receivables over 90 days significantly increased from HKD 10 thousand at the end of 2024 to HKD 3,432 thousand as of June 30, 2025[57] 14. Deposits, Prepayments and Other Receivables This section reports a notable increase in deposits, prepayments, and other receivables, driven by prepayments and other receivables Deposits, Prepayments and Other Receivables (As at June 30, 2025) | Item | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | Change (HKD thousands) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Deposits paid | 4,518 | 4,752 | (234) | -4.9% | | Prepayments | 7,130 | 3,285 | 3,845 | 117.0% | | Other receivables | 4,438 | 2,055 | 2,383 | 115.9% | | Total | 16,086 | 10,092 | 5,994 | 59.4% | 15. Trade and Other Payables This section shows an increase in trade and other payables, primarily due to accrued expenses and contract liabilities Trade and Other Payables (As at June 30, 2025) | Item | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | Change (HKD thousands) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Trade payables | 7,239 | 8,933 | (1,694) | -19.0% | | Accrued expenses and other payables | 4,620 | 4,023 | 597 | 14.8% | | Deposits received | 70 | 256 | (186) | -72.7% | | Contract liabilities | 3,724 | 14 | 3,710 | 26500.0% | | Total | 15,653 | 13,226 | 2,427 | 18.3% | - The average credit period granted by suppliers is 30 days[62] - Contract liabilities significantly increased from HKD 14 thousand at the end of 2024 to HKD 3,724 thousand as of June 30, 2025[61] 16. Share Capital This section states that the company's authorized and issued share capital remained unchanged during the period - Both authorized and issued and fully paid share capital remained unchanged during the reporting period, at HKD 120,000 thousand and HKD 12,000 thousand, respectively[65] - The number of issued and fully paid ordinary shares is 1,200,000 thousand shares[65] 17. Significant Related Party Transactions This section discloses software maintenance fees paid to an associated company beneficially owned by an executive director Significant Related Party Transactions (Six Months Ended June 30) | Transaction Type | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Software maintenance fees paid to an associated company (Kam Shun Information Technology Limited) | 117 | 117 | - Kam Shun Information Technology Limited is beneficially owned by Ms. Zou Shu Er, an executive Director of the Company[66] 18. Events After the Reporting Period This section confirms no significant disclosable events occurred after the reporting period - The Board is not aware of any significant disclosable events after the reporting period from June 30, 2025, up to the date of this report[67] Management Discussion and Analysis This section provides an overview of the group's business performance, financial position, and future strategies Business Review and Prospects This section reviews the group's diversified business in tourism, auto, and events, outlining expansion plans in Hong Kong and China - The Group is primarily a tourism service and car rental service provider focusing on Macau, China, and Hong Kong, with businesses covering tourism, automobile, and performance and events[68] - On March 22, 2023, Ying Hoi Travel Agency Limited, a subsidiary of the Company, was granted a Hong Kong Travel Agent License by the Travel Industry Authority, expanding its business to Hong Kong[68] - The Group strategically plans to seek cooperation with more hotel operators, other travel agents, and corporate clients in Macau, and considers expanding its tourism business to China to consolidate its market position and diversify revenue streams[69] - For the six months ended June 30, 2025, the Group completed and participated in several activities and organized certain events, aiming to broaden revenue sources and create synergies with its existing tourism business[70] Financial Review This section summarizes the group's financial performance, highlighting revenue growth, increased gross profit, and reduced loss - The Group's revenue increased by approximately 6.6% from approximately HKD 48.3 million for the six months ended June 30, 2024, to approximately HKD 51.5 million for the six months ended June 30, 2025, primarily due to increased revenue from sales and distribution of hotel rooms[71] - Gross profit increased by approximately 45.8% to HKD 7.0 million, mainly due to increased revenue from providing car rental services, which generates higher gross profit margins for the Group[73] - Administrative expenses decreased by approximately 20.0% to HKD 9.6 million, primarily due to a reduction in employee benefits expense[75] - Loss for the period significantly narrowed to HKD 1.0 million, mainly due to increased revenue from hotel room sales and distribution and car rental services, increased other income and gains, and reduced employee benefits expense[79] Use of Net Proceeds from Listing This section details the utilization of listing proceeds, with a portion remaining for future strategic collaborations - The net proceeds from the listing were approximately HKD 39.3 million[80] Use of Net Proceeds from Listing (As at June 30, 2025) | Intended Use | Adjusted Net Proceeds (HKD thousands) | Actual Utilized as at Dec 31, 2024 (HKD thousands) | Utilized for Six Months Ended June 30, 2025 (HKD thousands) | Actual Utilized as at June 30, 2025 (HKD thousands) | Unutilized Amount as at June 30, 2025 (HKD thousands) | Expected Timeline for Intended Use | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Expanding our fleet | 3,965 | 3,965 | — | 3,965 | — | — | | Collaborating with more hotel operators | 6,480 | 4,138 | — | 4,138 | 2,342 | December 2025 | | Increasing marketing and expanding sales channels | 2,319 | 2,319 | — | 2,319 | — | — | | Improving our operational efficiency | 1,485 | 1,485 | — | 1,485 | — | — | | Expanding our workforce | 824 | 824 | — | 824 | — | — | | General working capital | 1,080 | 1,080 | — | 1,080 | — | — | | Collaborating with performance and event organizers | 22,186 | 22,186 | — | 22,186 | — | — | | Expanding tourism business to China | 957 | 957 | — | 957 | — | — | | Total | 39,296 | 36,954 | — | 36,954 | 2,342 | | - In view of the adverse impact of the pandemic on the Group's business, the Board resolved on May 3, 2021, to revise the intended use of proceeds to diversify business operational risks[80] Comparison of Business Strategies with Actual Business Progress This section compares planned business strategies with actual progress, noting achievements in fleet expansion and ongoing efforts in other areas - Expanding our fleet: As of the date of this report, the Group has purchased 19 new vehicles to provide point-to-point cross-border transportation services and car rental services in Macau[82] - Collaborating with more hotel operators: The Group is identifying suitable hotel operators for cooperation[82] - Collaborating with performance and event organizers: The Group will collaborate with performance and event organizers to sponsor performances and events by renowned celebrities and artists in China, Macau, and Asia, subject to market demand[82] - Expanding tourism business to China: The Group plans to expand its tourism business to China and Hong Kong to diversify its business and is currently identifying business opportunities[82] Key Risks and Uncertainties in Achieving Our Business Strategies This section identifies key risks to strategy implementation, including pandemic impact, partnership challenges, market timing, and competition - A resurgence of the pandemic or other infectious diseases, and future travel restrictions and lockdown measures, may have a significant adverse impact on the tourism industry and the Group's business[84] - The Group may not be able to find suitable hotel operators to cooperate with and offer attractive terms to achieve its expansion plans[84] - Timing is crucial for implementing business plans, and the Group may not be able to grasp business trends to determine the best time to enter markets or expand new sales channels[84] - In an increasingly volatile and complex business environment, the Group may face changes in consumer behavior and intense competition when implementing its business plans[84] - To mitigate risks, the Group will ensure its business plans are as flexible as possible and will carefully monitor business trends[83] Key Risks and Uncertainties This section outlines the primary risks, such as pandemic impact, reliance on Macau revenue, payment defaults, and supplier/customer bypass - The pandemic has severely impacted the Group's business and operations following travel restrictions imposed by the Macau and Chinese governments, with future uncertainties remaining[86] - The Group's revenue primarily originates from Macau, making its sales performance susceptible to changes in Macau and China's policies and economic environment[86] - Customers may delay or default on payments, while the Group may still be required to pay hotel room fees and incur costs[86] - The Group's major suppliers may choose to deal directly with the Group's customers, and the Group's travel agent customers may obtain hotel rooms from each other, thereby bypassing the Group[86] - If the Group fails to sell and distribute hotel rooms at prices higher than their respective predetermined room rates, or if hotel operators reduce the number of hotel rooms sold to the Group, the Group may suffer reduced profits or incur losses from the sales and distribution of guaranteed hotel rooms[86] Employees and Remuneration Policies This section reports a decrease in employee numbers and staff costs, with remuneration based on performance and market levels - As of June 30, 2025, the Group had 62 employees (June 30, 2024: 83 employees)[85] Staff Costs (Six Months Ended June 30) | Indicator | 2025 (HKD millions) | 2024 (HKD millions) | Change (HKD millions) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Staff costs (including Directors' emoluments) | 8.8 | 10.3 | (1.5) | -14.6% | - The decrease in staff costs was mainly due to the introduction of a one-off staff bonus scheme for the six months ended June 30, 2024, and a reduction in the number of employees[85] - The Group's remuneration packages are determined with reference to individual performance, work experience, and prevailing market remuneration levels, and are reviewed regularly[85] Significant Acquisitions and Disposals of Subsidiaries This section confirms no significant acquisitions or disposals of subsidiaries, associates, or joint ventures during the period - There were no significant acquisitions or disposals of subsidiaries, associates, or joint ventures for the six months ended June 30, 2025, and up to the date of this report[87] Material Investments Held This section describes the group's material investments, including financial assets at fair value through profit or loss and investment properties - The Group's material investments include financial assets at fair value through profit or loss and investment properties[88] - Financial assets at fair value through profit or loss refer to investments in various activities, such as the "Kamen Rider 50th Anniversary Exhibition" in Malaysia and the "Chainsaw Man Anime Exhibition" in Hong Kong, where the Group is entitled to 20% of the profits from these activities, which were completed during the reporting period[88] - Investment properties refer to the Group's investment in parking spaces in Macau, from which the Group earned approximately HKD 28,000 in rental income for the six months ended June 30, 2025[90] The Company's Investment Strategy for Investment Activities The group's strategy is to identify and participate in prominent events to diversify revenue streams - The Group's strategy is to identify opportunities to organize and participate in renowned performances and events, with the aim of utilizing the Group's resources to diversify its income streams[92] The Company's Investment Strategy for Investment Properties The group aims to generate cash flow and capital appreciation from parking spaces, with no immediate plans for further expansion - The Group's strategy is to utilize parking spaces to generate cash inflow and capital appreciation[93] - Currently, the Group has no plans to strategically increase its investment property portfolio and will only invest in additional investment properties when suitable investment opportunities arise and the Group has surplus funds[93] Liquidity and Financial Resources This section discusses the group's capital structure, cash position, borrowings, and risk management, showing a stable financial position Capital Structure This section states no significant changes in the company's capital structure or treasury shares during the period - There were no significant changes in the Company's capital structure for the six months ended June 30, 2025[94] - The Group did not hold or dispose of any treasury shares for the six months ended June 30, 2025[94] Cash Position This section reports an increase in total bank balances, primarily due to net cash inflow from operating activities - Cash and cash equivalents and bank deposits with maturity dates over three months (collectively, "total bank balances") increased from approximately HKD 5.9 million as of December 31, 2024, to approximately HKD 7.6 million as of June 30, 2025[95] - The increase in cash and cash equivalents and bank deposits was primarily due to net cash inflow from operating activities for the six months ended June 30, 2025[95] Borrowings and Lease Liabilities This section details the group's borrowings and lease liabilities, including their interest rates Borrowings and Lease Liabilities (As at June 30, 2025) | Item | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | Change (HKD thousands) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Total borrowings and lease liabilities | 1,700 | 2,300 | (600) | -26.1% | | Bank borrowings | 1,500 | 1,600 | (100) | -6.3% | | Lease liabilities | 200 | 700 | (500) | -71.4% | - Bank borrowings bear a fixed annual interest rate of 2.75%, while lease liabilities bear annual interest rates ranging from 4.3% to 8.0%[95] Pledge of Assets This section describes the assets pledged as collateral for bank financing, trade deposits, and a travel agency license - As of June 30, 2025, the Group had pledged bank deposits amounting to approximately HKD 2.6 million with maturity dates over three months as collateral for general banking facilities granted to the Group, as general trade deposit guarantees issued to the Group's suppliers, and as a guarantee to the Macau government for obtaining a Macau travel agency license[96] - As of June 30, 2025, the Group had pledged properties (parking spaces in Macau) with a carrying value of approximately HKD 1.8 million to secure bank borrowings with a carrying value of approximately HKD 1.5 million[96] Gearing Ratio This section presents the gearing ratio, which decreased, calculated as borrowings and lease liabilities over equity Gearing Ratio | Indicator | June 30, 2025 | December 31, 2024 | Change | | :--- | :--- | :--- | :--- | | Gearing ratio | 7.6% | 9.4% | -1.8 percentage points | - The gearing ratio is calculated as borrowings and lease liabilities divided by equity attributable to owners of the Company at the end of each period or year[97] Dividends This section confirms no interim dividend was declared or proposed for the period - The Company did not declare or propose an interim dividend for the six months ended June 30, 2025[98] Commitments This section states that the group had no significant capital commitments at the reporting date - As of June 30, 2025, the Group had no significant capital commitments[99] Contingent Liabilities This section confirms the absence of significant contingent liabilities at the reporting date - As of June 30, 2025, the Group had no significant contingent liabilities[100] Foreign Exchange Risk This section discusses the group's exposure to foreign exchange risk, primarily from transactions in various currencies, and its hedging policy - The Group operates in Macau, Hong Kong, and China, with most transactions settled in Macanese Pataca, Hong Kong Dollars, US Dollars, Singapore Dollars, New Taiwan Dollars, and Renminbi[101] - As long as the Hong Kong Dollar remains pegged to the Macanese Pataca and the US Dollar, the Group is not exposed to significant foreign exchange risk related to the Hong Kong Dollar against the Macanese Pataca and the US Dollar[102] - Transactions and monetary assets and liabilities denominated in Renminbi are minimal, thus the Group considers there is no significant foreign exchange risk related to Renminbi[103] - The Group currently has no foreign exchange hedging policy for assets and liabilities denominated in foreign currencies but will closely monitor and consider hedging significant foreign exchange risks[103] Treasury and Risk Management This section outlines the board's prudent policy for cash and liquidity management and identifies key credit risk sources - The Directors will continue to follow a prudent policy to manage the Group's cash and maintain robust and adequate liquidity, ensuring the Group can seize opportunities for future growth[104] - As of June 30, 2025, the Group's credit risk primarily arose from trade receivables, deposits paid and other receivables, bank deposits with original maturity dates over three months, and cash and cash equivalents[104] Future Plans for Material Investments and Capital Assets This section states that the group has no other significant future plans for investments or capital assets beyond those disclosed - Except as disclosed in this report, as of June 30, 2025, the Group had no other significant future plans for material investments and capital assets[105] Corporate Governance Practices This section affirms the company's commitment to high corporate governance standards, generally complying with the GEM Listing Rules - The Company is committed to maintaining high standards of corporate governance to ensure the transparency of the Group and safeguard shareholders' interests[106] - The Company has adopted the Corporate Governance Code set out in Appendix C1 to the GEM Listing Rules[106] - Except for the deviation from Code Provision C.2.1 of the Corporate Governance Code (combined roles of Chairman and Chief Executive Officer), the Company has complied with the Corporate Governance Code in all material aspects during the reporting period[106] Chairman and Chief Executive Officer This section addresses the combined roles of Chairman and CEO, noting the board's view on its benefit and balance of power - Mr. Choi Wai Chun currently serves as both the Chairman and Chief Executive Officer of the Company, which deviates from Code Provision C.2.1 of the Corporate Governance Code[107] - The Board believes that Mr. Choi's dual role is in the best interests of the Group, and with competent independent non-executive Directors, it does not impair the balance of power and authority between the Board and its management in the Group's business[107] Directors' Interests in Competing Business This section confirms no directors or controlling shareholders had interests in competing businesses during the period - For the six months ended June 30, 2025, and up to the date of this report, no Director or controlling shareholder or their close associates had any interests in businesses that compete or may compete, directly or indirectly, with the Group's business[108] Purchase, Sale or Redemption of the Company's Listed Securities This section states that neither the company nor its subsidiaries purchased, sold, or redeemed listed securities during the period - For the six months ended June 30, 2025, and up to the date of this report, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities[109] - The Company did not hold any treasury shares for the six months ended June 30, 2025[109] Directors' and Chief Executive's Interests and Short Positions in the Shares, Underlying Shares and Debentures of the Company and its Associated Corporations This section discloses the interests of directors and chief executives in the company's shares and associated corporations Long Positions in Shares This section details the long position of Mr. Choi Wai Chun through his controlled corporation Directors' Long Positions in Shares (As at June 30, 2025) | Director's Name | Capacity | Number of Ordinary Shares | Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Mr. Choi Wai Chun | Interest in controlled corporation | 900,000,000 | 75.0% | - The 900,000,000 shares are held by Silver Esteem Limited, a company wholly owned by Mr. Choi Wai Chun, who is deemed to have an interest in all these shares[112] Long Positions in Shares of Associated Corporations This section shows Mr. Choi Wai Chun's 100% beneficial ownership in Silver Esteem Limited Directors' Long Positions in Shares of Associated Corporations (As at June 30, 2025) | Director's Name | Name of Associated Corporation | Capacity | Number of Ordinary Shares | Percentage of Shareholding | | :--- | :--- | :--- | :--- | :--- | | Mr. Choi Wai Chun | Silver Esteem Limited | Beneficial owner | 1 | 100.0% | Substantial Shareholders' and Other Persons' Interests and Short Positions in the Shares, Underlying Shares and Debentures of the Company This section discloses the long positions of substantial shareholders and other persons in the company's shares Long Positions in Shares This section details the long positions of Silver Esteem Limited and Ms. Wong Pui King Substantial Shareholders' Long Positions in Shares (As at June 30, 2025) | Shareholder Name/Name | Capacity | Number of Ordinary Shares | Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Silver Esteem Limited | Beneficial owner | 900,000,000 | 75.0% | | Ms. Wong Pui King | Interest of spouse | 900,000,000 | 75.0% | - Silver Esteem Limited is wholly owned by Mr. Choi Wai Chun, and Ms. Wong Pui King, being the spouse of Mr. Choi Wai Chun, is deemed to have an interest in all shares held by Mr. Choi Wai Chun[117] Share Option Scheme This section mentions the adoption of a share option scheme but confirms no options were granted, exercised, or lapsed during the period - The Company adopted a share option scheme on September 3, 2019[115] - For the six months ended June 30, 2025, and up to the date of this report, no share options were granted, agreed to be granted, exercised, cancelled, forfeited, or lapsed under the scheme[115] Standard of Dealings in Securities by Directors This section states the company's adoption of the required standard for directors' securities dealings and confirms compliance - The Group has adopted the required standard of dealings set out in Rules 5.48 to 5.67 of the GEM Listing Rules as the code of conduct for Directors' dealings in securities of the Company[116] - Following specific enquiries made to all Directors, all Directors confirmed that they have complied with the required standard of dealings and the code of conduct for Directors' dealings in securities for the six months ended June 30, 2025, and up to the date of this report[116] Events After the Reporting Period This section confirms no significant disclosable events occurred after the reporting period - No significant disclosable events occurred after June 30, 2025, and up to the date of this report[118] Audit Committee This section describes the composition and responsibilities of the Audit Committee, confirming its review of the interim financial statements - The Audit Committee comprises three independent non-executive Directors: Mr. Wu Chung Ming (Chairman), Mr. So Siu Kei, and Mr. Sze Lik Tao[119] - The primary responsibilities of the Audit Committee are to provide recommendations to the Board on the appointment, re-appointment, and removal of external auditors; review the Company's financial statements and judgments related to financial reporting; and oversee the effectiveness of the Group's internal control procedures[119] - The Audit Committee has reviewed the unaudited condensed consolidated financial statements for the six months ended June 30, 2025, and is of the opinion that they were prepared in accordance with applicable accounting standards, the GEM Listing Rules, and contain sufficient disclosures[119] By Order of the Board This section states the report's issuance by the Chairman, CEO, and Executive Director on behalf of the Board - This report was issued by Mr. Choi Wai Chun, Chairman, Chief Executive Officer, and Executive Director of Ying Hai Group Holdings Company Limited, in Hong Kong, on August 21, 2025[120]