先丰服务集团(00500) - 2025 - 中期业绩

Interim Results Summary Condensed Consolidated Statement of Profit or Loss Revenue declined, leading to a loss for the period, primarily due to reduced operating profit and increased financial asset impairment Key Data from Condensed Consolidated Statement of Profit or Loss (For the six months ended June 30) | Metric | 2025 (HKD thousands) | 2024 (HKD thousands) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Revenue from contracts with customers | 318,899 | 384,121 | -16.98% | | Operating profit | 3,837 | 24,689 | -84.40% | | Impairment (provision) / reversal of financial assets | (10,329) | 5,329 | -293.80% | | (Loss) / Profit before income tax | (1,692) | 14,562 | -111.62% | | (Loss) / Profit for the period | (1,950) | 5,313 | -136.70% | | (Loss) / Profit attributable to equity holders of the Company | (8,241) | 34 | -24,338.24% | | Basic and diluted (loss) / earnings per share | (0.34) HK cents | 0.001 HK cents | -34,100.00% | Condensed Consolidated Statement of Comprehensive Income Total comprehensive loss expanded to HKD 3,797 thousand, driven by increased other comprehensive losses, including exchange differences Key Data from Condensed Consolidated Statement of Comprehensive Income (For the six months ended June 30) | Metric | 2025 (HKD thousands) | 2024 (HKD thousands) | YoY Change (%) | | :--- | :--- | :--- | :--- | | (Loss) / Profit for the period | (1,950) | 5,313 | -136.70% | | Other comprehensive loss for the period, net of tax | (1,847) | (8,503) | -78.28% | | Total comprehensive loss for the period | (3,797) | (3,190) | 19.03% | | Attributable to equity holders of the Company | (9,741) | (8,154) | 19.46% | | Attributable to non-controlling interests | 5,944 | 4,964 | 19.74% | - Exchange differences significantly narrowed from a loss of HKD 8,503 thousand in 2024 to a loss of HKD 1,395 thousand in 2025, but the derecognition of subsidiaries resulted in an additional loss of HKD 105 thousand from the reclassification of exchange reserves[5] Condensed Consolidated Statement of Financial Position Total assets and liabilities decreased, net current assets significantly increased, and total equity slightly reduced as of June 30, 2025 Key Data from Condensed Consolidated Statement of Financial Position (As of June 30) | Metric | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Total assets | 874,990 | 911,023 | -3.95% | | Total liabilities | 481,397 | 513,772 | -6.30% | | Net assets | 393,593 | 397,251 | -0.92% | | Net current assets | 141,780 | 32,831 | 331.83% | | Cash and cash equivalents | 133,796 | 163,857 | -18.35% | | Total loans | 180,000 | 140,000 | 28.57% | - Total non-current assets decreased from HKD 396,264 thousand to HKD 383,096 thousand, primarily due to a reduction in interests in associates[6] - Total current liabilities significantly decreased from HKD 481,928 thousand to HKD 350,114 thousand, mainly due to reductions in other payables and accrued expenses, and loans[7] Notes to the Financial Statements Basis of Preparation and Accounting Policies Interim financial statements are prepared under HKAS 34, consistent with 2024 policies, with no significant impact from new standards - The condensed consolidated interim 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[8] - New standards and interpretations effective January 1, 2025, including amendments to HKAS 21 and HKFRS 1, have no significant impact on the Group's condensed consolidated interim financial statements[9] Segment Information Healthcare operations ceased in April 2024 due to voluntary liquidation, leading to a significant revenue decline in that segment - The Group's principal operating segments are security and insurance business, aviation and logistics business, and healthcare business[13] - The healthcare business entered voluntary liquidation on April 15, 2024, and all business operations ceased[13] Revenue and Operating Profit / (Loss) by Operating Segment (For the six months ended June 30) | Segment | 2025 Revenue (HKD thousands) | 2024 Revenue (HKD thousands) | 2025 Operating Profit / (Loss) (HKD thousands) | 2024 Operating Profit / (Loss) (HKD thousands) | | :--- | :--- | :--- | :--- | :--- | | Security and insurance business | 237,969 | 250,200 | 28,794 | 49,344 | | Aviation and logistics business | 79,147 | 117,052 | (3,686) | 2,950 | | Healthcare business | 27 | 6,144 | 3,535 | 105 | | Others | 1,756 | 10,725 | (24,806) | (27,710) | | Total | 318,899 | 384,121 | 3,837 | 24,689 | Revenue from Contracts with Customers Total revenue from customer contracts decreased by 16.98% to HKD 318,899 thousand, with a significant drop in revenue recognized at a point in time Revenue from Contracts with Customers Breakdown (For the six months ended June 30) | Timing of Revenue Recognition | 2025 (HKD thousands) | 2024 (HKD thousands) | YoY Change (%) | | :--- | :--- | :--- | :--- | | At a point in time | 66,219 | 122,328 | -45.87% | | Over time | 252,680 | 261,793 | -3.50% | | Revenue from external customer contracts | 318,899 | 384,121 | -16.98% | Finance Costs Total finance costs decreased significantly to HKD 5,783 thousand, primarily due to the elimination of convertible bond interest and new loan interest Finance Costs Details (For the six months ended June 30) | Item | 2025 (HKD thousands) | 2024 (HKD thousands) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Interest on lease liabilities | 165 | 243 | -32.10% | | Interest on convertible bonds | - | 10,021 | -100.00% | | Interest on other loans | 5,618 | - | N/A | | Total | 5,783 | 10,264 | -43.66% | Income Tax Expense Income tax expense significantly decreased to HKD 258 thousand, mainly due to a substantial reduction in current income tax provisions outside Hong Kong Income Tax Expense Details (For the six months ended June 30) | Item | 2025 (HKD thousands) | 2024 (HKD thousands) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Current income tax - Hong Kong | - | (2,721) | -100.00% | | Current income tax - Outside Hong Kong | (881) | (7,241) | -87.82% | | Deferred income tax | 623 | 713 | -12.62% | | Total income tax expense | (258) | (9,249) | -97.21% | (Loss) / Profit for the Period The Group recorded a loss of HKD 1,950 thousand for the period, influenced by increased operating expenses, financial asset impairment, and net other gains Key Items Affecting (Loss) / Profit for the Period (For the six months ended June 30) | Item | 2025 (HKD thousands) | 2024 (HKD thousands) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Rental expenses | 1,460 | 2,845 | -48.68% | | Depreciation and amortization | 14,533 | 16,571 | -12.30% | | Other operating expenses | 29,977 | 14,109 | 112.48% | | Net other gains / (losses) | 14,830 | (9,205) | 261.10% | | Impairment (provision) / reversal of financial assets | (10,329) | 5,329 | -293.80% | - Net other gains turned from a loss of HKD 9,205 thousand in 2024 to a gain of HKD 14,830 thousand in 2025, primarily due to gains from the disposal of an associate and derecognition of subsidiaries[21] (Loss) / Earnings Per Share Basic and diluted loss per share was 0.34 HK cents, compared to earnings of 0.001 HK cents last year, due to increased loss attributable to equity holders (Loss) / Earnings Per Share Data (For the six months ended June 30) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Weighted average number of ordinary shares in issue | 2,403,385,881 | 2,403,385,881 | | (Loss) / Profit attributable to equity holders of the Company (HKD thousands) | (8,241) | 34 | | Basic and diluted (loss) / earnings per share | (0.34) HK cents | 0.001 HK cents | - Basic and diluted (loss) / earnings per share are the same as all potentially dilutive ordinary shares had an anti-dilutive effect in both periods[22] Dividends The Board does not recommend any interim dividend for the six months ended June 30, 2025, consistent with the prior year - The Board of Directors of the Company does not recommend the payment of any interim dividend for the six months ended June 30, 2025 (June 30, 2024: nil)[25] Trade Receivables Trade receivables increased to HKD 307,410 thousand as of June 30, 2025, with a notable rise in receivables over three months old Trade Receivables and Loss Allowance (As of June 30) | Metric | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Trade receivables from contracts with customers | 307,410 | 279,286 | 10.07% | | Less: Loss allowance | (42,564) | (33,654) | 26.46% | | Net | 264,846 | 245,632 | 7.82% | Trade Receivables Aging Analysis (As of June 30) | Aging | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Within 1 month | 116,336 | 154,609 | -24.76% | | 1 to 2 months | 42,233 | 36,287 | 16.38% | | 2 to 3 months | 19,965 | 21,982 | -9.17% | | Over 3 months | 128,876 | 66,408 | 94.07% | | Total | 307,410 | 279,286 | 10.07% | Trade Payables Trade payables slightly decreased to HKD 92,398 thousand as of June 30, 2025, with a significant increase in payables over three months old Trade Payables Aging Analysis (As of June 30) | Aging | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Within 1 month | 23,472 | 82,789 | -71.66% | | 1 to 2 months | 1,929 | 588 | 228.06% | | 2 to 3 months | 5 | 831 | -99.40% | | Over 3 months | 66,992 | 10,914 | 513.82% | | Total | 92,398 | 95,122 | -2.86% | Loans Total loans increased to HKD 180,000 thousand, primarily due to the reclassification of convertible bonds and new short-term loans - On October 21, 2024, the Company rearranged the outstanding principal of HKD 140,000 thousand convertible bonds into other loans[30] - The Company obtained HKD 100,000 thousand unsecured term loan financing from an existing shareholder with a three-year repayment period; terms were revised on February 13, 2025, removing the lender's right to demand full repayment at any time, reclassifying it as a non-current liability[32] - The Company also obtained HKD 80,000 thousand in unsecured short-term loans from two independent third parties and a director-shareholder for convertible bond repayment and working capital, both repayable by October 21, 2025[32][33] Other Loan Repayment Status (As of June 30) | Repayment Period | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | | :--- | :--- | :--- | | Within 1 year | 80,000 | 40,000 | | 2 to 5 years | 100,000 | 100,000 | | Total | 180,000 | 140,000 | Share Capital The Company's authorized and issued share capital remained unchanged as of June 30, 2025 Share Capital Structure (As of June 30) | Item | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | | :--- | :--- | :--- | | Authorized share capital (6,000,000,000 shares of HKD 0.10 each) | 600,000 | 600,000 | | Issued share capital (2,403,385,881 shares of HKD 0.10 each) | 240,339 | 240,339 | Derecognition of Subsidiaries The Group derecognized healthcare and a security subsidiary in April 2025 due to voluntary liquidation, recognizing a one-time non-cash gain of HKD 3,672 thousand - The healthcare business segment and one subsidiary of the security segment entered voluntary liquidation on April 15, 2025, and the Group has derecognized these subsidiaries[35] - The Group recognized a one-time non-cash gain of HKD 3,672 thousand from the derecognition of subsidiaries during the period[35] Assets and Liabilities of Derecognized Subsidiaries (As of June 30, 2025) | Item | Amount (HKD thousands) | | :--- | :--- | | Total assets | 5,791 | | Total liabilities | (9,358) | | Net liabilities | (3,567) | | Reclassification of exchange reserve | (105) | | Gain on derecognition | 3,672 | Management Discussion and Analysis Review of Results Overall revenue declined, and operating performance slightly deteriorated due to business termination, reduced security operations, and geopolitical instability Overall Performance Group revenue decreased by 16.98% to HKD 318,899 thousand, primarily due to terminated businesses, reduced security operations, and geopolitical instability Overall Revenue by Business Segment (For the six months ended June 30) | Business Segment | 2025 (HKD thousands) | 2024 (HKD thousands) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Security business | 237,969 | 250,200 | -4.89% | | Aviation and logistics business | 79,147 | 117,052 | -32.38% | | Healthcare business | 27 | 6,144 | -99.56% | | Others | 1,756 | 10,725 | -83.62% | | Total | 318,899 | 384,121 | -16.98% | - The Group's overall operating performance slightly deteriorated compared to the prior year[39] Security Business Security business remained profitable but saw reduced revenue and net profit due to project completion and geopolitical delays in Africa and Asia - Security business total revenue was HKD 237,969 thousand (2024: HKD 250,200 thousand), accounting for approximately 75% of the Group's revenue (2024: approximately 65%)[40] - Security business net profit was HKD 20,917 thousand (2024: HKD 42,221 thousand), a decrease of approximately 50%[40] - The profit decline was primarily due to the completion of several security projects in Africa and Asia, incomparable scale of newly acquired projects, and slowed project progress due to geopolitical instability in certain countries[40] Aviation Business Aviation revenue slightly decreased, but profit increased due to fleet optimization and improved utilization of medium-sized aircraft, enhancing long-term profitability - Aviation business turnover was HKD 55,323 thousand (2024: HKD 56,524 thousand), a 3% decrease[42] - The aviation segment recorded a profit of HKD 3.4 million (2024: HKD 2.6 million)[42] - Fleet capacity utilization hours decreased by approximately 8%, but the increase in medium-sized aircraft at the Kenya base and higher utilization per flight are expected to enhance long-term profitability[42] Logistics Business Logistics revenue significantly decreased by 62% in Shanghai, leading to an expanded loss, prompting management to consider repositioning to mitigate losses - Revenue from the Shanghai logistics base significantly decreased by approximately 62% from HKD 60,528 thousand in 2024 to HKD 23,233 thousand in 2025[43] - The logistics segment recorded a loss of HKD 7,695 thousand (2024: loss of HKD 1,401 thousand)[43] - The Group intends to further scale down the logistics segment's business operations and allocate more resources to other segments[43] Healthcare Business Healthcare operations were terminated and entered voluntary liquidation in April 2025 due to underperformance, resulting in impairment provisions for related assets - The healthcare business segment entered voluntary liquidation in April 2025, ceasing operations[44] - The Company has fully provided for impairment on goodwill and intangible assets acquired for this segment and made impairment provisions for inventory and other receivables[44] Assets Held for Sale and Disposal of an Associate The Group completed the sale of a 40% interest in an associate for HKD 51,480 thousand, generating a net gain of HKD 11,074 thousand, with the remaining 10% reclassified - The Group completed the sale of a 40% interest in an associate (engaged in general insurance business in Africa) to an independent third party for HKD 51,480 thousand (approximately USD 6,600 thousand)[45] - The disposal generated a net gain of HKD 11,074 thousand[45] - After the disposal, the Group holds only a 10% interest in the associate, which has been classified as a financial asset at fair value through profit or loss[45] Prospects The Group anticipates a challenging 2025 due to macroeconomic uncertainties and geopolitical tensions, focusing on expanding security and aviation services to enhance competitiveness - 2025 remains a challenging year, influenced by global and Hong Kong economic instability, major global elections, geopolitical tensions, and economic uncertainties[46] - The security segment remains the Group's core business and primary revenue source, expecting to secure larger, higher-value security contracts in multiple regions, especially providing security for international and Chinese enterprises[46] - The aviation division will continue to actively streamline its existing fleet capacity and expand its service offerings in 2025 with a larger capacity fleet[47] - The Group will continue to focus on strengthening its overseas and local security capabilities, aiming to drive continuous operational improvements and enhance profitability[48] Employees The Group implements performance-based HR policies, offering comprehensive training and benefits, with 2,362 employees as of June 30, 2025, and no share options granted under the new plan - The Group has established human resources policies and procedures based on employee performance and contribution, providing comprehensive on-the-job training, retirement benefit schemes, and medical insurance[49] - The Company adopted a new share scheme on June 28, 2023, to incentivize and retain key employees, but as of June 30, 2025, and the date of this announcement, no share options or share awards have been granted under the new share scheme[49] - The total number of employees as of June 30, 2025, was 2,362 (December 31, 2024: 2,176 employees)[51] Financial Review Liquidity and Financial Resources Total assets, liabilities, and shareholders' equity decreased, while cash and bank balances reduced, and total loans increased, leading to a higher gearing ratio Liquidity and Financial Resources Key Data (As of June 30) | Metric | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Total assets | 874,990 | 911,023 | -3.95% | | Total liabilities | 481,397 | 513,772 | -6.30% | | Shareholders' equity | 263,910 | 273,651 | -3.41% | | Available cash and bank balances | 133,795 | 163,857 | -18.35% | | Total loans | 180,000 | 140,000 | 28.57% | | Gearing ratio | 20.6% | 15.4% | 33.77% | - The Group's net asset value per share (excluding non-controlling interests) as of June 30, 2025, was approximately HKD 0.11, consistent with December 31, 2024[52] Financial Policies The Group maintains a prudent financial policy with strict cash management, primarily holding HKD, RMB, and USD, and monitors exchange rate risks without hedging due to high costs - The Group adopts a prudent financial policy with strict cash management, typically placing cash surpluses in time deposits[54] - The Group primarily operates in Africa, Asia, and Mainland China (including Hong Kong), with major transaction currencies including USD, Kenyan Shilling, Nigerian Naira, Myanmar Kyat, Bangladeshi Taka, Lao Kip, and Cambodian Riel[55] - The Company did not use financial instruments for hedging during the period due to the high opportunity cost of available hedging, but closely monitors exchange rate risks and seeks opportunities to mitigate them[55] Material Investments and Major Acquisitions and Disposals Aside from the disclosed associate disposal, the Group held no other material investments nor undertook significant acquisitions or disposals during the period - For the six months ended June 30, 2025, the Group held no material investments and undertook no other significant acquisitions or disposals of subsidiaries, associates, or joint ventures, except for the completed disposal under 'Assets Held for Sale and Disposal of an Associate'[57] Pledge of Assets The Group had no assets pledged to banks as collateral for banking facilities as of June 30, 2025, or December 31, 2024 - The Group had no assets pledged to banks as collateral for banking facilities as of June 30, 2025, and December 31, 2024[58] Future Plans for Material Investments, Capital Assets, and Capital Commitments The Group has no specific future plans for material investments or capital commitments but continuously evaluates new opportunities to expand revenue and improve profitability - As of June 30, 2025, the Group had no specific future plans for material investments, capital assets, or significant capital expenditure commitments[59] - The Group continuously evaluates new investment opportunities to expand its revenue base, improve the Group's profitability, and enhance shareholder value in the long term[59] Other Disclosures Contingent Liabilities The Group faces contingent liabilities from a USD 5.8 million claim by Aircraft Engine Leasing Finance Inc. and an RMB 28.7 million claim from a Shanghai logistics client, both under dispute - The Group has a claim from Aircraft Engine Leasing Finance Inc. for approximately USD 5,800 thousand (approximately HKD 45,500 thousand); the Group believes the claim is unfounded and has filed a counter-claim for over EUR 10,000 thousand (approximately HKD 83,300 thousand), with no conclusion yet[60][61][62] - Shanghai Logistics (an indirect wholly-owned subsidiary of the Company) faces a claim from a client for RMB 28,700 thousand (approximately HKD 31,800 thousand), while Shanghai Logistics has filed a counter-claim for RMB 10,384 thousand (approximately HKD 11,505 thousand)[62] - The Maritime Court judge initially ruled that Shanghai Logistics must pay RMB 7,315 thousand (approximately HKD 8,105 thousand) and could not recover its counter-claim; Shanghai Logistics appealed to the Shanghai Higher People's Court on August 20, 2025[64] Supplemental Information The Company was placed on the US export control list in June 2023, denies allegations, and has implemented comprehensive compliance policies while seeking removal - The Company was placed on the US Department of Commerce's Bureau of Industry and Security export control list on June 12, 2023, for allegedly using Western and NATO resources to train Chinese military pilots[65] - The Company firmly denies involvement in any alleged activities and has engaged external legal and professional advisors to resolve the matter with the Department of Commerce, submitting a delisting petition in September 2024 and sending a follow-up letter in June 2025 detailing its efforts and commitments[65] - The Company has appointed an internal compliance officer and implemented comprehensive compliance policies and a new oversight framework under the direct supervision of the Company's Risk Committee[66] Purchase, Sale or Redemption of the Company's Listed Securities Neither the Company nor its subsidiaries purchased, sold, or redeemed any of its listed securities, nor held any treasury shares during the six months ended June 30, 2025 - Neither the Company nor its subsidiaries purchased, sold, or redeemed any of its listed securities, nor held any treasury shares during the six months ended June 30, 2025[68] Compliance with Corporate Governance Code The Company complied with the Corporate Governance Code, except for the separation of Chairman and CEO roles due to a vacant CEO position, which the Board is actively addressing - The Company complied with the code provisions of the Corporate Governance Code set out in Appendix C1 Part 2 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, except for code provision C.2.1 regarding the separation of the roles of Chairman and Chief Executive Officer[69] - After the CEO resigned on April 25, 2024, no successor was appointed, and the Chairman did not assume the CEO's duties; the Board is actively considering appointing a new CEO in due course[69] Model Code for Securities Transactions All directors complied with the Model Code for Securities Transactions by Directors throughout their tenure for the six months ended June 30, 2025 - All directors complied with the Model Code for Securities Transactions by Directors throughout their tenure for the six months ended June 30, 2025[70] Directors' Information Mr. Zhang Yukuan resigned as a non-executive director on January 14, 2025, and Ms. Ye Ying was appointed as a non-executive director on the same day - On January 14, 2025, Mr. Zhang Yukuan resigned as a non-executive director of the Company due to other personal commitments[71] - On the same day, Ms. Ye Ying was appointed as a non-executive director of the Company[71] Staff and Remuneration Policies The Group employed 2,362 staff with total employee benefit expenses of HKD 155,725 thousand, with remuneration based on market levels, individual responsibility, and Group performance - As of June 30, 2025, the Group employed a total of 2,362 employees (June 30, 2024: 2,386 employees)[73] - For the six months ended June 30, 2025, total employee benefit expenses (including directors' emoluments) amounted to HKD 155,725 thousand (June 30, 2024: HKD 166,547 thousand)[73] - Remuneration is determined by reference to market levels paid by comparable companies, individual employees' responsibilities, and the Group's performance, with benefits in kind and discretionary bonuses provided[73] Audit Committee The Audit Committee reviewed the unaudited condensed consolidated interim financial statements, confirming compliance with applicable accounting standards, Listing Rules, and legal requirements - The Audit Committee, comprising three independent non-executive directors, reviewed the Group's unaudited condensed consolidated interim financial statements for the six months ended June 30, 2025[74] - The Audit Committee believes these results comply with applicable accounting standards, the Listing Rules, and other legal requirements, and are adequately disclosed[74] Interim Dividends The Board resolved not to declare any interim dividend for the six months ended June 30, 2025, consistent with the prior period - The Board resolved not to declare any interim dividend to holders of the Company's ordinary shares for the six months ended June 30, 2025 (for the six months ended June 30, 2024: nil)[75] Publication of Announcement This announcement is published on the HKEXnews website and the Company's website; the interim report will be dispatched to shareholders and published online in due course - This announcement is published on the website of Hong Kong Exchanges and Clearing Limited (the "HKEXnews website") (www.hkexnews.hk) and the Company's website (www.fsgroup.com)[76](index=76&type=chunk) - The Company's interim report for the period, containing all information required by the Listing Rules, will be dispatched to the Company's shareholders and published on the HKEXnews website and the Company's website in due course[76]