旅橙文化(08627) - 2025 - 中期财报

Company Information GEM Listing Rules Statement This section clarifies the company's GEM listing, emphasizing its role as an SME financing platform, and notes the Stock Exchange and SFC disclaim responsibility for report accuracy - GEM is a market providing listing channels for small and medium-sized enterprises, characterized by potentially higher investment risks[4] - The Stock Exchange and SFC are not responsible for the content of this report, do not guarantee its accuracy or completeness, and explicitly state it does not constitute a recommendation for any securities[4] Report Identification Information This section identifies the report type and year, specifically the 2025 interim report - This is the 2025 interim report for Ronghe Tour Cultural Holding Limited[1][3] Company Details This section provides the company's basic registration and operational information, including registered name, place of incorporation, principal place of business, company secretary, auditor, and listing date - The company's registered name is Ronghe Tour Cultural Holding Limited, incorporated in the Cayman Islands[1][7] - The company's principal place of business is in Lockhart Road, Wan Chai, Hong Kong, with Appleby Global Services (Cayman) Limited as company secretary[6][7] - The company's auditor is ZHONGHUI ANDA CPA Limited, and it was listed on GEM on November 12, 2018[8][13] Financial Statements Consolidated Statement of Comprehensive Income This statement presents the company's consolidated comprehensive income for the six months ended June 30, 2025, and the corresponding period in 2024, covering key financial metrics such as revenue, cost, gross profit, and profit for the period - The consolidated statement of comprehensive income covers the six months ended June 30, 2025, and the corresponding period in 2024[9] Consolidated Statement of Comprehensive Income Key Items (Six Months Ended June 30) | Metric | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Revenue | [Amount] | [Amount] | | Cost of sales | [Amount] | [Amount] | | Gross profit | [Amount] | [Amount] | | Other income | [Amount] | [Amount] | | Administrative expenses | [Amount] | [Amount] | | Income tax expense | [Amount] | [Amount] | | Profit (loss) for the period | [Amount] | [Amount] | Consolidated Statement of Financial Position This statement presents the company's consolidated financial position as of June 30, 2025, and December 31, 2024, including the main components of assets, liabilities, and equity - The consolidated statement of financial position reports dates as of June 30, 2025, and December 31, 2024[10] Consolidated Statement of Financial Position Key Items (As of Report Date) | Metric | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Assets | [Amount] | [Amount] | | Liabilities | [Amount] | [Amount] | | Share capital | [Amount] | [Amount] | | Retained earnings | [Amount] | [Amount] | | Total equity | [Amount] | [Amount] | Consolidated Statement of Changes in Equity This statement presents the company's consolidated changes in equity for the six months ended June 30, 2025, and the corresponding period in 2024, including opening balances, changes during the period, and closing balances of share capital, reserves, and retained earnings - The consolidated statement of changes in equity covers the six months ended June 30, 2025, and the corresponding period in 2024[11] Consolidated Statement of Changes in Equity Key Items (Six Months Ended June 30) | Metric | Share Capital (RMB thousands) | Reserves (RMB thousands) | Retained Earnings (RMB thousands) | Total Equity (RMB thousands) | | :--- | :--- | :--- | :--- | :--- | | Balance at January 1, 2024 | [Amount] | [Amount] | [Amount] | [Amount] | | Profit (loss) for the period | - | - | [Amount] | [Amount] | | Other comprehensive income | - | [Amount] | - | [Amount] | | Balance at June 30, 2024 | [Amount] | [Amount] | [Amount] | [Amount] | | Balance at January 1, 2025 | [Amount] | [Amount] | [Amount] | [Amount] | | Profit (loss) for the period | - | - | [Amount] | [Amount] | | Other comprehensive income | - | [Amount] | - | [Amount] | | Balance at June 30, 2025 | [Amount] | [Amount] | [Amount] | [Amount] | Consolidated Statement of Cash Flows This statement presents the company's cash flows for the six months ended June 30, 2025, and the corresponding period in 2024, categorized into operating, investing, and financing activities - The consolidated statement of cash flows covers the six months ended June 30, 2025, and the corresponding period in 2024[12] Consolidated Statement of Cash Flows Key Items (Six Months Ended June 30) | Metric | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Net cash from operating activities | [Amount] | [Amount] | | Net cash from investing activities | [Amount] | [Amount] | | Net cash from financing activities | [Amount] | [Amount] | | Net change in cash and cash equivalents | [Amount] | [Amount] | | Cash and cash equivalents at beginning of period | [Amount] | [Amount] | | Cash and cash equivalents at end of period | [Amount] | [Amount] | Notes to the Consolidated Financial Statements General Information and Basis of Presentation This section introduces the company's registration information, listing status, principal business activities, and the basis for preparing the interim financial statements, adhering to GEM Listing Rules and Hong Kong Accounting Standards - The company was incorporated in the Cayman Islands on April 13, 2018, and listed on GEM on November 12, 2018[13] - The company's principal business is investment holding, providing asset management and investment advisory services through its subsidiaries[13] - The interim financial statements are prepared in accordance with the GEM Listing Rules and Hong Kong Accounting Standards issued by the Hong Kong Institute of Certified Public Accountants[13] Significant Accounting Policies and Estimates This section outlines the accounting policies and estimation methods adopted in preparing the interim financial statements, noting their consistency with annual financial statements and the adoption of new standards - The accounting policies and estimation methods adopted in these interim financial statements are consistent with those used in the 2024 annual financial statements[13] - New or revised Hong Kong Financial Reporting Standards have been adopted but have not had a significant impact on these financial statements[13] Revenue and Other Income This section details the company's revenue sources for the reporting period, primarily asset management and investment advisory services, along with the composition of other income - The company's revenue primarily derives from asset management and investment advisory services[14] Revenue and Other Income (Six Months Ended June 30) | Revenue Source | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Asset management service fees | [Amount] | [Amount] | | Investment advisory service fees | [Amount] | [Amount] | | Other income | [Amount] | [Amount] | | Total | [Amount] | [Amount] | Segment Information This section states that the company has only one reportable operating segment during the reporting period, which is the provision of asset management and investment advisory services - The company has only one operating segment, which is the provision of asset management and investment advisory services[15] Profit (Loss) for the Period This section provides a detailed breakdown of the company's profit (loss) for the reporting period, including various income and expense items - Components of profit (loss) for the period include cost of sales, administrative expenses, finance costs, and other items[16] Profit (Loss) for the Period Components (Six Months Ended June 30) | Item | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Cost of sales | [Amount] | [Amount] | | Administrative expenses | [Amount] | [Amount] | | Finance costs | [Amount] | [Amount] | | Other operating expenses | [Amount] | [Amount] | | Income tax expense | [Amount] | [Amount] | | Profit (Loss) for the period | [Amount] | [Amount] | Income Tax Expense This section details the company's income tax expense for the reporting period, including Hong Kong profits tax and deferred tax, noting no assessable profits were generated - Income tax expense primarily includes Hong Kong profits tax and deferred tax[17] - No Hong Kong profits tax was provided as the company did not generate assessable profits during the reporting period[17] Income Tax Expense (Six Months Ended June 30) | Item | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Hong Kong profits tax | [Amount] | [Amount] | | Deferred tax | [Amount] | [Amount] | | Total | [Amount] | [Amount] | Earnings (Loss) Per Share This section explains the calculation of basic and diluted earnings (loss) per share, noting that diluted earnings per share is not presented due to the absence of dilutive potential ordinary shares - Basic earnings (loss) per share is calculated by dividing profit (loss) for the period by the weighted average number of ordinary shares outstanding[19] - Diluted earnings (loss) per share is not presented as there were no dilutive potential ordinary shares during the reporting period[19] Earnings (Loss) Per Share Calculation (Six Months Ended June 30) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Profit (loss) for the period (RMB thousands) | [Amount] | [Amount] | | Weighted average number of ordinary shares (thousand shares) | [Quantity] | [Quantity] | | Basic earnings (loss) per share (RMB) | [Amount] | [Amount] | Trade and Other Receivables This section provides detailed information on trade and other receivables, including their aging analysis and impairment loss - The aging analysis of trade and other receivables shows that most receivables are due within 90 days[20] Aging Analysis of Trade and Other Receivables (As of June 30) | Aging | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | 1-30 days | [Amount] | [Amount] | | 31-60 days | [Amount] | [Amount] | | 61-90 days | [Amount] | [Amount] | | Over 90 days | [Amount] | [Amount] | | Total | [Amount] | [Amount] | - Impairment loss on trade and other receivables changed during the reporting period[29] Trade and Other Payables This section provides detailed information on trade and other payables, including their aging analysis - The aging analysis of trade and other payables shows that most payables are due within 90 days[21] Aging Analysis of Trade and Other Payables (As of June 30) | Aging | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | 1-30 days | [Amount] | [Amount] | | 31-60 days | [Amount] | [Amount] | | 61-90 days | [Amount] | [Amount] | | Over 90 days | [Amount] | [Amount] | | Total | [Amount] | [Amount] | Borrowings This section details the company's borrowings during the reporting period, including the amount, interest rate, and maturity date of unsecured borrowings, noting guarantees from executive directors and management - Unsecured borrowings existed during the reporting period with an annual interest rate of [Amount][22] - These borrowings are guaranteed by the company's executive directors and management, maturing on [Date] in 2025 and [Date] in 2024[22] Borrowings (As of June 30) | Item | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Unsecured borrowings | [Amount] | [Amount] | | Total | [Amount] | [Amount] | Share Capital This section describes the company's share capital structure, including the number and par value of issued ordinary shares - The company's share capital comprises ordinary shares with a par value of [Amount] HKD per share[24] Changes in Share Capital (As of June 30) | Item | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Issued share capital at beginning of period | [Amount] | [Amount] | | New shares issued during the period | [Amount] | [Amount] | | Issued share capital at end of period | [Amount] | [Amount] | Related Party Transactions (Notes) This section discloses related party transactions during the reporting period, primarily executive directors' remuneration - During the reporting period, the company paid [Amount] in remuneration to executive directors[26] Related Party Transactions (Six Months Ended June 30) | Related Party | Transaction Type | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | :--- | | Executive Directors | Remuneration | [Amount] | [Amount] | Management Discussion and Analysis Business Review and Outlook This section outlines the company's business performance, market challenges, and future development strategies, emphasizing business model optimization and new growth area expansion - The company primarily engages in asset management and investment advisory services, operating in Hong Kong and globally[27] - During the reporting period, the company recorded a net loss of [Amount] RMB thousands, compared to a net profit of [Amount] RMB thousands in the prior corresponding period[27] - The company faces challenges from market volatility and regulatory changes but will continue to optimize its business model and explore new growth areas for long-term growth[27] Financial Review This section analyzes key financial metrics for the reporting period, explaining changes in revenue, costs, and various expenses Revenue Revenue decreased compared to the prior corresponding period, primarily due to reduced business volume in asset management and investment advisory services - Revenue decreased from [Amount] RMB thousands in the prior corresponding period of 2024 to [Amount] RMB thousands in 2025[28] Cost of Sales Cost of sales followed the revenue trend, decreasing in the current period with the decline in revenue - Cost of sales decreased from [Amount] RMB thousands in the prior corresponding period of 2024 to [Amount] RMB thousands in 2025[28] Selling and Distribution Expenses Selling and distribution expenses decreased in the current period, mainly due to reduced promotional activities - Selling and distribution expenses decreased from [Amount] RMB thousands in the prior corresponding period of 2024 to [Amount] RMB thousands in 2025[28] Other Operating Expenses Other operating expenses increased in the current period, primarily due to higher general administrative expenses and legal and professional service fees - Other operating expenses increased from [Amount] RMB thousands in the prior corresponding period of 2024 to [Amount] RMB thousands in 2025[28] Impairment Loss on Trade and Other Receivables Impairment loss on trade and other receivables decreased in the current period, mainly due to the recovery of some impaired receivables - Impairment loss on trade and other receivables decreased from [Amount] RMB thousands in the prior corresponding period of 2024 to [Amount] RMB thousands in 2025[29] Total Comprehensive Income Total comprehensive income increased in the current period, primarily benefiting from higher interest income from borrowings - Total comprehensive income increased from [Amount] RMB thousands in the prior corresponding period of 2024 to [Amount] RMB thousands in 2025[29] Liquidity and Capital Resources This section analyzes the company's cash position, borrowing levels, and overall liquidity management strategy, emphasizing prudent cash flow management to support business development - As of June 30, 2025, the company's cash and cash equivalents amounted to [Amount] RMB thousands[30] - As of June 30, 2025, the company's total borrowings amounted to [Amount] RMB thousands[30] - The company will continue to prudently manage cash flow to support business development and operational needs[31] Share Capital and Share Options This section outlines the company's share capital structure and share option situation, including the number of issued shares and share options, and their exercise prices - As of June 30, 2025, the company's issued share capital amounted to [Amount] RMB thousands[32] - As of June 30, 2025, [Quantity] share options were outstanding, with an exercise price of [Amount] HKD per option[32] Comparison of Business Objectives with Actual Progress This section compares the company's business objectives set at the time of listing with actual progress during the reporting period, analyzing achievement status and influencing factors - The company's business objectives at listing included expanding asset management business and strengthening investment advisory services[34][35][36] - Actual progress shows that the company has completed some business expansion during the reporting period, but some objectives have been slow due to market conditions[34][35][36] - The company will adjust its strategies based on market conditions to achieve long-term development goals[34][35][36] Use of Proceeds from Listing This section details the actual use of net proceeds from the company's listing, comparing it with the original plan - The net proceeds from the listing amounted to [Amount] RMB thousands[37] - The proceeds were primarily used for expanding asset management business, investment advisory services, and general working capital[37] Use of Proceeds from Listing (As of June 30) | Purpose | Planned Amount (RMB thousands) | Actual Amount Used (RMB thousands) | Unutilized Balance (RMB thousands) | | :--- | :--- | :--- | :--- | | Expand asset management business | [Amount] | [Amount] | [Amount] | | Strengthen investment advisory services | [Amount] | [Amount] | [Amount] | | General working capital | [Amount] | [Amount] | [Amount] | | Total | [Amount] | [Amount] | [Amount] | Other Information Directors' and Chief Executive's Interests This section discloses the interests of the company's directors and chief executive in the shares, underlying shares, and debentures of the company and its associated corporations - As of June 30, 2025, directors and the chief executive held interests in the company's shares[39] Directors' and Chief Executive's Interests (As of June 30) | Name | Nature of Interest | Number of Shares Held (shares) | Percentage of Issued Share Capital (%) | | :--- | :--- | :--- | :--- | | [Director Name 1] | Beneficial owner | [Quantity] | [Percentage] | | [Director Name 2] | Beneficial owner | [Quantity] | [Percentage] | Major Shareholders' and Other Persons' Interests This section discloses the interests of major shareholders, other than directors and the chief executive, in the company's shares and underlying shares - As of June 30, 2025, major shareholders (not directors or chief executive) held interests in the company's shares[40] Major Shareholders' Interests (As of June 30) | Shareholder Name | Nature of Interest | Number of Shares Held (shares) | Percentage of Issued Share Capital (%) | | :--- | :--- | :--- | :--- | | [Shareholder Name 1] | Beneficial owner | [Quantity] | [Percentage] | | [Shareholder Name 2] | Beneficial owner | [Quantity] | [Percentage] | Related Party Transactions (Other Information) This section confirms that, apart from directors' remuneration disclosed in the notes to the financial statements, no other significant related party transactions occurred during the reporting period - For the six months ended June 30, 2025, no other significant related party transactions occurred[41] Compliance with Corporate Governance Code This section states that the company has fully complied with all applicable code provisions of the Corporate Governance Code as set out in Appendix 15 to the GEM Listing Rules during the reporting period - The company has complied with all applicable code provisions of the Corporate Governance Code as set out in Appendix 15 to the GEM Listing Rules[41] Changes in Listed Securities This section confirms that there were no changes in the company's listed securities during the reporting period - As of June 30, 2025, there were no changes in the company's listed securities[42] Auditor This section identifies the company's auditor and states that they have reviewed the interim financial statements - The company's auditor is ZHONGHUI ANDA CPA Limited[42] - The auditor has reviewed these interim financial statements and confirmed their compliance with relevant accounting standards and listing rules[42] Board of Directors This section lists the members of the company's Board of Directors - The Board of Directors includes executive directors [Name] and [Name][43]