开源控股(01215) - 2025 - 中期业绩

Announcement Cover and Disclaimer This section presents the announcement cover and disclaimer Financial Statements This section presents the Group's condensed interim financial statements Condensed Consolidated Interim Statement of Profit or Loss The Group reported a net loss of HKD 99,956 thousand for the six months ended June 30, 2025, a reversal from the prior period's net profit, driven by decreased revenue, a gross loss, and higher finance costs and loan loss provisions Condensed Consolidated Interim Statement of Profit or Loss Key Data | Indicator | June 30, 2025 (thousand HKD) | June 30, 2024 (thousand HKD) | | :--- | :--- | :--- | | Revenue | 74,662 | 143,797 | | Cost of sales | (84,801) | (112,948) | | Gross (loss)/profit | (10,139) | 30,849 | | Other income and gains | 13,823 | 18,709 | | Administrative expenses | (16,130) | (17,690) | | Finance costs | (36,803) | (20,780) | | Provision for loss on loans to an associate | (63,664) | (1,544) | | (Loss)/profit before tax | (113,080) | 9,544 | | Income tax credit/(expense) | 13,124 | (1,619) | | (Loss)/profit for the period | (99,956) | 7,925 | | (Loss)/earnings per share (HK cents) | (0.78) | 0.06 | Condensed Consolidated Interim Statement of Comprehensive Income Total comprehensive income for the period shifted from a loss to a gain, primarily due to significant exchange differences from foreign operations translation, offsetting the net loss and negative cash flow hedge impacts Condensed Consolidated Interim Statement of Comprehensive Income Key Data | Indicator | June 30, 2025 (thousand HKD) | June 30, 2024 (thousand HKD) | | :--- | :--- | :--- | | (Loss)/profit for the period | (99,956) | 7,925 | | Effective portion of cash flow hedges | (3,406) | 3,860 | | Reclassification adjustment for cash flow hedges | (3,050) | (27,357) | | Income tax effect on cash flow hedges | 1,614 | 5,874 | | Exchange differences arising from translation of foreign operations | 149,571 | (28,649) | | Other comprehensive income/(loss) for the period, net of tax | 144,729 | (46,272) | | Total comprehensive income/(loss) for the period | 44,773 | (38,347) | Condensed Consolidated Interim Statement of Financial Position As of June 30, 2025, the Group's total assets and net equity increased, but a significant rise in current liabilities resulted in negative net current liabilities, mainly due to reclassified bank borrowings Condensed Consolidated Interim Statement of Financial Position Key Data | Indicator | June 30, 2025 (thousand HKD) | December 31, 2024 (thousand HKD) | | :--- | :--- | :--- | | Total non-current assets | 2,667,065 | 2,253,400 | | Total current assets | 1,085,841 | 1,214,563 | | Total assets | 3,752,906 | 3,467,963 | | Total current liabilities | 1,680,482 | 82,472 | | Net current (liabilities)/assets | (594,641) | 1,132,091 | | Total non-current liabilities | 155,990 | 1,513,830 | | Net assets | 1,916,434 | 1,871,661 | | Total equity | 1,916,434 | 1,871,661 | Notes to the Condensed Consolidated Interim Financial Information This section provides detailed notes and explanations for the condensed consolidated interim financial information Company Information The Company is a Bermuda-incorporated investment holding company, with subsidiaries primarily engaged in hotel operations and financing businesses - The Company's principal business is investment holding, with subsidiaries primarily engaged in hotel operations and financing businesses[9] Basis of Preparation and Going Concern Interim financial information is prepared under HKAS 34; despite failing loan covenants and reclassifying substantial bank borrowings as current liabilities, the Group secured lender waivers, affirming the going concern basis - The interim financial information is prepared in accordance with HKAS 34[10] - The Group failed to meet financial ratios in loan covenants, resulting in HKD 1,582,077 thousand of bank borrowings being reclassified as current liabilities[10] - The Group has placed additional collateral deposits and obtained waivers from lenders, and the directors consider the preparation of financial information on a going concern basis to be appropriate[10] Changes in Accounting Policies Revised HKFRS accounting standards were adopted this period, with no anticipated material impact on the Group's operating results or financial position - Revised HKFRS accounting standards, including amendments to HKAS 21, were adopted for the first time during this period[11][12] - The changes in accounting policies are not expected to have a significant impact on the Group's operating results and financial position[12] Segment Information The Group operates two reportable segments: hotel operations, which shifted from profit to loss, and financing business, which continued to incur losses - The Group has two reportable operating segments: hotel operations in France and financing business in Hong Kong[13] Segment Performance Overview | Segment | June 30, 2025 (thousand HKD) | June 30, 2024 (thousand HKD) | | :--- | :--- | :--- | | Revenue | | | | Hotel operations | 74,662 | 143,797 | | Financing business | – | – | | Segment (loss)/profit | | | | Hotel operations | (53,031) | 3,801 | | Financing business | (469) | (467) | | (Loss)/profit before tax | (113,080) | 9,544 | - Non-current assets are primarily located in France, totaling HKD 2,533,656 thousand as of June 30, 2025, an increase from HKD 2,189,434 thousand as of December 31, 2024[16] Revenue, Other Income and Gains Revenue for the period, primarily from accommodation services, decreased 48.1% year-on-year, largely due to hotel renovations, alongside a reduction in bank interest income Revenue and Other Income Analysis | Item | June 30, 2025 (thousand HKD) | June 30, 2024 (thousand HKD) | | :--- | :--- | :--- | | Revenue | | | | Provision of services | 74,662 | 143,797 | | Other income | | | | Bank interest income | 13,291 | 17,377 | | Rental income | 532 | 694 | | Exchange gain | – | 638 | | Total | 88,485 | 162,506 | Revenue from Contracts with Customers by Service Type | Service Type | June 30, 2025 (thousand HKD) | June 30, 2024 (thousand HKD) | | :--- | :--- | :--- | | Provision of accommodation services | 67,540 | 123,481 | | Provision of food and beverage services | 6,019 | 17,392 | | Provision of travel agency services | 943 | 2,548 | | Provision of laundry services | 160 | 376 | | Total revenue from contracts with customers | 74,662 | 143,797 | - All revenue from contracts with customers is derived from the French market and recognized over time[18] Components of Profit Before Tax Loss before tax was primarily influenced by increased hotel service costs, depreciation and amortization, and higher provisions for losses on loans to associates Items Deducted/Credited to Profit Before Tax | Item | June 30, 2025 (thousand HKD) | June 30, 2024 (thousand HKD) | | :--- | :--- | :--- | | Cost of hotel services | 67,175 | 91,044 | | Depreciation of property, plant and equipment | 18,758 | 21,883 | | Depreciation of right-of-use assets | 758 | 843 | | Amortisation of intangible assets | 19 | 23 | | Provision for loss on loans to an associate | 63,664 | 1,544 | | Net exchange difference | 167 | (638) | Income Tax The Group is subject to income tax in Hong Kong, Mainland China, France, and Luxembourg at local rates, reporting an income tax credit this period compared to an expense last year - Hong Kong profits tax rate is 16.5%, with the first HKD 2,000,000 for qualifying entities taxed at 8.25%[20] - The statutory tax rate in Mainland China is 25%, France is 25%, and Luxembourg is 24.94%[20][21] Total Income Tax (Credit)/Expense | Item | June 30, 2025 (thousand HKD) | June 30, 2024 (thousand HKD) | | :--- | :--- | :--- | | Total deferred and current income tax (credit)/expense for the period | (13,124) | 1,619 | Dividend Policy The Board does not recommend an interim dividend for this period, consistent with the prior period - The Board does not recommend the payment of an interim dividend for the current period[23] Loss/Earnings Per Share Basic and diluted loss per share for the period was 0.78 HK cents, a shift from 0.06 HK cents earnings per share in the prior period, primarily due to the period's net loss Loss/Earnings Per Share Data | Indicator | June 30, 2025 | June 30, 2024 | | :--- | :--- | :--- | | (Loss)/profit attributable to ordinary equity holders of the Company (thousand HKD) | (99,956) | 7,925 | | Basic and diluted (loss)/earnings per share (HK cents) | (0.78) | 0.06 | | Weighted average number of ordinary shares in issue (thousand shares) | 12,778,880 | 12,778,880 | - The Group had no potential dilutive ordinary shares outstanding[25] Trade Receivables As of June 30, 2025, the aging analysis of trade receivables (net of loss allowance) shows all receivables are within one month Aging Analysis of Trade Receivables | Aging | June 30, 2025 (thousand HKD) | December 31, 2024 (thousand HKD) | | :--- | :--- | :--- | | Within 1 month | 12,798 | 13,188 | Trade Payables As of June 30, 2025, the aging analysis of trade payables shows all payables are within one month Aging Analysis of Trade Payables | Aging | June 30, 2025 (thousand HKD) | December 31, 2024 (thousand HKD) | | :--- | :--- | :--- | | Within 1 month | 3,055 | 4,061 | Events After the Reporting Period As of the financial information approval date, the Group had no significant events after the reporting period - The Group had not undertaken any significant events after the reporting period[29] Management Discussion and Analysis This section provides an overview and analysis of the Group's financial performance, operational results, and future outlook Business Review The Group's revenue declined 48.1% this period, shifting to a loss, primarily due to reduced income from Paris Marriott Hotel's Phase II renovation, increased loan impairment provisions for associates, and higher finance costs - Revenue for the period was approximately HKD 74.7 million, a year-on-year decrease of approximately 48.1%, primarily due to the Phase II renovation of the Paris Marriott Hotel[31] - A loss of approximately HKD 100 million was recorded for the period, compared to a profit of approximately HKD 7.9 million in the prior period[32] - The loss was primarily attributable to reduced income from hotel renovations, an impairment provision of approximately HKD 63.7 million for loans to associates, increased finance costs, and decreased other income[32] Overall Performance Overview Total non-current assets increased 18.4% due to Euro appreciation and loan reclassification, while current assets decreased 10.6% from reclassification and cash reduction; current liabilities surged 1,937.6% due to reclassified bank borrowings Asset and Liability Changes Overview | Indicator | June 30, 2025 (approx. HKD) | December 31, 2024 (approx. HKD) | Change Rate | | :--- | :--- | :--- | :--- | | Total non-current assets | 2,667,100,000 | 2,253,400,000 | +18.4% | | Total current assets | 1,085,800,000 | 1,214,600,000 | -10.6% | | Total current liabilities | 1,680,500,000 | 82,500,000 | +1,937.6% | | Total non-current liabilities | 156,000,000 | 1,513,800,000 | -89.7% | - The increase in non-current assets was mainly due to the appreciation of the Euro against HKD and the reclassification of loans to associates from current to non-current assets[33] - The significant increase in current liabilities was primarily due to the failure to meet financial ratio requirements for the Paris Marriott Hotel Phase II renovation financing arrangement, leading to the reclassification of interest-bearing bank borrowings from non-current to current liabilities[34] Hotel Operations Segment Hotel operations revenue decreased 48.1% year-on-year, shifting to a loss, primarily due to the Paris Marriott Hotel's Phase II renovation significantly reducing room availability - Revenue from the hotel operations segment was approximately HKD 74.7 million, a year-on-year decrease of approximately 48.1%[35] - Due to the Phase II renovation, the Paris Marriott Hotel had fewer than 70 rooms available, resulting in reduced revenue and a recorded loss of approximately HKD 53 million[35] Paris Marriott Hotel Operating Performance | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Occupancy Rate | 33.4% | 78.9% | | Average Room Rate (Euro) | 695 | 545 | | Revenue Per Available Room (Euro) | 232 | 430 | Financing Business Segment The financing business segment reported no revenue and a continuous loss of approximately HKD 500 thousand for the period, with no mortgage loan receivables at period-end - The financing business segment generated no revenue during the period, recording a loss of approximately HKD 500 thousand[38] - As of June 30, 2025, there were no mortgage loan receivables[38] Equity Investments and Loans to Associates The court rejected the Group's loan enforcement application for an associate, which entered bankruptcy reorganization; while equity may be diluted, the loans are unaffected, leading to an expected credit loss provision of approximately HKD 63.7 million under HKFRS 9 - The court rejected the Group's enforcement application for the pledged assets, and the pledged associate has been approved to commence pre-reorganization procedures[40] - Under the restructuring plan, the Group's indirectly held 37.125% equity interest in the pledged associate may be diluted, but the loans provided to the associate (secured by pledged assets) are not within the scope of the restructuring and will not be eliminated or reduced[40] - The Group assessed the credit risk status of the pledged assets as Stage 3 (default stage) under HKFRS 9[41][42] Expected Credit Loss Assessment | Item | June 30, 2025 (approx. RMB) | December 31, 2024 (approx. RMB) | | :--- | :--- | :--- | | Value of pledged assets | 121,800,000 | 121,800,000 | | Unpaid construction costs | 42,100,000 | 19,500,000 | | Impact of restructuring plan | 37,300,000 | 0 | | Default debt exposure | 199,500,000 | 199,500,000 | | Expected credit loss | 157,100,000 | 97,200,000 | | Expected credit loss provision for the period (HKD) | 63,700,000 | 0 | Outlook Hotel operations anticipate revitalization post-renovation, yet face challenges from European inflation, geopolitical tensions, and new environmental policies; the financing market remains competitive and uncertain, prompting the Group to review assets and seek new investments Hotel Operations Outlook Paris Marriott Hotel's renovation is expected to conclude by late 2025, revitalizing it for 2026, but faces challenges from European inflation, geopolitical tensions, and new French environmental policies - The renovated rooms of the Paris Marriott Hotel are expected to be completed by the end of December 2025, with a refreshed appearance in 2026[46] - The segment faces multiple challenges, including rising European prices, geopolitical tensions between Ukraine and Russia, and new environmental policies in France[46] Financing Business Outlook The Hong Kong mortgage loan market continues to be challenging, highly competitive, and uncertain, necessitating cautious action from the Board - The Hong Kong mortgage loan market will remain challenging, highly competitive, and uncertain[47] Equity Investment Outlook The Company will keep shareholders and investors informed of any significant developments regarding the associate's reorganization - The Company will inform shareholders and investors of any significant developments regarding the associate's reorganization[48] Overall Strategic Outlook The Board will review the Group's portfolio to enhance asset quality and actively seek new business investment opportunities to boost shareholder returns - The Board will review the Group's portfolio to restructure and enhance the quality of its assets[49] - The Group will continue to explore investment opportunities in new business segments to enhance and improve returns for the Company's stakeholders[49] Liquidity and Financial Resources As of June 30, 2025, the Group's total assets and net equity increased, but cash and bank balances decreased, resulting in negative net current assets and a higher gearing ratio, with continued prudent financial management Liquidity and Financial Resources Overview | Indicator | June 30, 2025 (approx. HKD) | December 31, 2024 (approx. HKD) | | :--- | :--- | :--- | | Total assets | 3,752,900,000 | 3,468,000,000 | | Net assets | 1,916,400,000 | 1,871,100,000 | | Cash and bank balances | 928,700,000 | 994,500,000 | | Total current assets | 1,085,800,000 | 1,214,600,000 | | Net current liabilities/(assets) | (594,600,000) | 1,132,100,000 (Net current assets) | | Outstanding bank loans and other borrowings | 1,582,100,000 | 1,379,100,000 | | Gearing ratio (Total borrowings/Total assets) | 42.2% | 39.8% | - The annual interest rate for outstanding bank loans and other borrowings is three-month EURIBOR converted to a fixed rate plus 2.5%[51] - The Group adopts a prudent financial approach, strictly monitoring cash management and continuously tracking cash flows, loan maturities, available bank facilities, gearing ratio, and interest rate risks[50] Material Transactions The Group conducted no material acquisitions or disposals of subsidiaries, associates, or joint ventures during this period - During the period, the Group did not undertake any material acquisitions or disposals concerning subsidiaries, associates, or joint ventures[52] Risk Management This section outlines the Group's approach to managing various financial and operational risks Foreign Exchange Risk Operating across France, Luxembourg, China, and Hong Kong, the Group is exposed to Euro and RMB foreign currency risks, which are regularly monitored, though no forward contracts were used for hedging this period - The Group is exposed to foreign currency risks from the Euro and RMB, primarily arising from its daily business operations and financing activities[53] - For the six months ended June 30, 2025, the Group did not enter into any forward contracts to hedge foreign exchange risk[53] - The Group manages foreign exchange risk through regular review and monitoring, and will consider foreign exchange hedging arrangements when appropriate and necessary[53] Contingent Liabilities As of June 30, 2025, the Group reported no contingent liabilities - As of June 30, 2025, the Group had no contingent liabilities[54] Pledged Assets As of June 30, 2025, approximately HKD 67.3 million in cash deposits and HKD 2.5333 billion in buildings were pledged as collateral for the Group's bank loans Pledged Assets Status | Pledged Assets | June 30, 2025 (approx. HKD) | December 31, 2024 (approx. HKD) | | :--- | :--- | :--- | | Cash deposits | 67,300,000 | 38,300,000 | | Buildings (net book value) | 2,533,300,000 | 2,189,100,000 | - The aforementioned assets have been pledged as collateral for bank loans granted to the Group[55] Employees and Remuneration As of June 30, 2025, the Group employed 9 individuals with total remuneration of approximately HKD 3.6 million, regularly reviewing its policy to provide bonuses, MPF, medical insurance, and share option schemes Employees and Remuneration Overview | Indicator | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Number of employees | 9 | 9 | | Total employee remuneration (approx. HKD) | 3,600,000 | 3,200,000 (prior period) | - The Group regularly reviews its remuneration policy, providing benefits such as basic salary, bonuses, Mandatory Provident Fund Scheme, medical insurance plans, and participation in share option schemes[56] Securities Transactions Neither the Company nor its subsidiaries purchased, redeemed, or sold any of the Company's listed securities during this period - During the period, neither the Company nor any of its subsidiaries purchased, redeemed, or sold any of the Company's listed securities[57] Corporate Governance This section details the Group's corporate governance practices, including board structure and committee functions Corporate Governance Report The Board and management uphold high corporate governance standards, adhering to Listing Rules; a chairman vacancy during the period led to executive directors sharing duties, a noted deviation - The Board and management are committed to maintaining high standards of corporate governance and complying with the Corporate Governance Code set out in Appendix C1 of the Listing Rules[58] - During the period, there were deviations from Corporate Governance Code Provision C.2.1 (no chairman) and F.2.2 (no chairman presiding over the annual general meeting)[58] - The chairman's responsibilities are shared among the executive directors, and the Company will continuously review and revise its corporate governance policies[58][59] Audit Committee Composed of four independent non-executive directors, the Audit Committee reviewed the Group's accounting policies, risk management, and internal controls, expressing satisfaction with procedures and financial reporting disclosures - The Audit Committee comprises four independent non-executive directors, with Mr. Tam San Wing as Chairman[60] - The Committee has reviewed the Group's accounting policies, risk management, and internal control systems, and expressed satisfaction with the internal control procedures and financial reporting disclosures[60] Remuneration Committee Comprising one executive and four independent non-executive directors, the Remuneration Committee advises on compensation policies and structures for directors and senior management - The Remuneration Committee is responsible for making recommendations to the Board on the remuneration policies and structures for directors and senior management[61] - The Committee comprises one executive director (Mr. Law Wing Chi) and four independent non-executive directors, with Mr. Tam San Wing as Chairman[61] Nomination Committee Comprising one executive and four independent non-executive directors, the Nomination Committee reviews the Board's structure, size, and composition - The Nomination Committee is responsible for reviewing the structure, size, and composition of the Board[62] - The Committee comprises one executive director (Mr. Law Wing Chi) and four independent non-executive directors, with Mr. Ng Chi Pan as Chairman[62] Directors' Information Update under Listing Rule 13.51B Independent Non-executive Director Ms. Kwok Pui Ha was appointed as an independent non-executive director for International Aerospace Technology Group Limited from July 1, 2025, and for Digital Domain Holdings Limited from August 15, 2025 - Independent Non-executive Director Ms. Kwok Pui Ha was appointed as an independent non-executive director of International Aerospace Technology Group Limited (Stock Code: 01725), effective July 1, 2025[63] - Ms. Kwok was also appointed as an independent non-executive director of Digital Domain Holdings Limited (Stock Code: 02350), effective August 15, 2025[63] Directors' Securities Dealing Code The Company adopted a directors' securities dealing code no less exacting than the Listing Rules' Model Code, with directors confirming compliance throughout the period - The Company has adopted a code of conduct for directors' securities transactions no less exacting than the Model Code set out in Appendix C3 of the Listing Rules[64] - The directors have confirmed compliance with the Model Code and the Company's code of conduct throughout the period[64] Report Publication Information This interim results announcement is published on the HKEX and Company websites; the interim report will be dispatched to shareholders and posted on these sites in due course - The interim results announcement has been published on the HKEX website (www.hkex.com.hk) and the Company's website (www.kaiyuanholdings.com)[65](index=65&type=chunk) - The interim report will be dispatched to shareholders and posted on the aforementioned websites in due course[65] Sign-off Information This announcement was signed by Executive Director Mr. Law Wing Chi on August 29, 2025, on behalf of the Board, which consists of two executive and four independent non-executive directors - This announcement was signed by Mr. Law Wing Chi, Executive Director, on behalf of the Board on August 29, 2025[66] - The Board comprises Executive Directors Mr. Xue Jian and Mr. Law Wing Chi, and Independent Non-executive Directors Mr. Tam San Wing, Mr. Ng Chi Pan, Mr. He Yi, and Ms. Kwok Pui Ha[66]