富盈环球集团(01620) - 2025 - 中期业绩

Company Information and Financial Summary Company Profile and Report Statement The company discloses its unaudited interim results for the six months ended June 30, 2025, with comparative data from the same period in 2024 - Century Ginwa Group Holdings Limited (Stock Code: 1620) released its interim results announcement for the six months ended June 30, 2025[2][3] - The announcement contains unaudited figures and provides comparative numbers for the six months ended June 30, 2024[3] Financial Summary The company's revenue and gross profit declined, but the loss for the period narrowed significantly by 55.6% to HK$12.8 million Financial Summary for the Six Months Ended June 30 | Indicator | 2025 (HK$ million) | 2024 (HK$ million) | Increase/(Decrease) | | :--- | :--- | :--- | :--- | | Revenue | 47.7 | 50.1 | (4.8%) | | Gross Profit | 15.3 | 18.1 | (15.5%) | | Loss for the period | (12.8) | (28.8) | (55.6%) | | Basic and diluted loss per share (HK cents) | (1.1) | (2.4) | (54.2%) | Consolidated Financial Statements Consolidated Statement of Comprehensive Income The loss for the period narrowed significantly to HK$12.80 million, driven by a large reduction in credit loss provisions and an income tax credit Key Data from Consolidated Statement of Comprehensive Income | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Revenue | 47,680 | 50,053 | | Cost of sales | (32,421) | (31,911) | | Gross profit | 15,259 | 18,142 | | Other income | 6 | 7 | | Other net (losses)/gains | (3,562) | 1,846 | | Provision for expected credit losses on financial assets | (2,693) | (20,167) | | Selling expenses | (866) | (1,355) | | Administrative expenses | (22,481) | (18,154) | | Operating loss | (14,337) | (19,681) | | Net finance costs | (55) | (107) | | Loss before income tax | (14,392) | (19,788) | | Income tax credit/(expense) | 1,593 | (9,038) | | Loss for the period attributable to owners of the Company | (12,799) | (28,826) | | Foreign currency translation differences | 3,000 | (2,311) | | Total comprehensive income/(expense) for the period | (9,799) | (31,137) | | Basic and diluted loss per share (HK cents) | (1.07) | (2.40) | - Loss for the period narrowed by 55.6% to HK$12.8 million, mainly due to a significant reduction in the provision for expected credit losses on financial assets and an income tax credit[5] Consolidated Statement of Financial Position Total assets increased to HK$174.33 million as of June 30, 2025, but a sharp rise in current liabilities resulted in a capital deficiency Key Data from Consolidated Statement of Financial Position | Indicator | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Assets | | | | Total non-current assets | 19,079 | 15,634 | | Total current assets | 155,253 | 95,193 | | Total assets | 174,332 | 110,827 | | Equity | | | | Total equity | (9,241) | 558 | | Liabilities | | | | Total non-current liabilities | 1,405 | 1,856 | | Total current liabilities | 182,168 | 108,413 | | Total liabilities | 183,573 | 110,269 | | Total equity and liabilities | 174,332 | 110,827 | - Total assets increased from HK$110.83 million on December 31, 2024, to HK$174.33 million on June 30, 2025[6] - Equity attributable to owners of the Company shifted from a positive value to a capital deficiency, changing from HK$558 thousand on December 31, 2024, to (HK$9,241) thousand on June 30, 2025[7] Notes to the Financial Statements 1. General Information The company operates in air ticketing, travel business process management, and tourism products, with primary markets in Canada, the US, and China - The company was incorporated in Ontario, Canada on August 18, 2017, and continued as an exempted limited liability company in the Cayman Islands since October 20, 2017[8] - The Group is engaged in air ticketing distribution, travel business process management, and providing travel products and services in Canada, the United States, and China[8] 2. Basis of Preparation and Going Concern Assumption Despite net current liabilities and a capital deficiency, the Board considers the going concern assumption appropriate based on expected revenue growth - The interim financial statements are prepared in accordance with IAS 34 "Interim Financial Reporting" and the Listing Rules of The Stock Exchange of Hong Kong Limited[9] - For the six months ended June 30, 2025, the Group incurred a loss of approximately HK$12.8 million, had net current liabilities of HK$26.9 million, and a capital deficiency of HK$9.2 million, casting significant doubt on its ability to continue as a going concern[9] - The Board believes the Group will have sufficient liquidity to continue as a going concern, based on expected revenue growth from the Greater Bay Area and undrawn banking facilities of approximately HK$8.9 million[10][11] 3. Changes in Accounting Policies and Disclosures The adoption of revised IFRSs had no material impact on the Group's financial performance, and key judgments remain consistent with the prior year - The Group has applied revised IFRSs issued by the IASB for the first time, including amendments to IAS 21 and IFRS 1 "Lack of Exchangeability"[13] - The application of these amendments did not have a material impact on the Group's results and financial position for the current or prior periods[13] - The key sources of estimation uncertainty and critical judgments made by management in preparing the interim financial statements were the same as those in the 2024 annual report[15] 4. Revenue and Segment Information The Group operates three reportable segments, with travel products and services contributing the largest share of the HK$47.68 million total revenue - The Group has identified three reportable operating segments: air ticketing distribution, travel business process management, and travel products and services[16] Revenue from External Customers by Segment | Segment | June 30, 2025 (HK$ thousand) | June 30, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Air ticketing distribution | 2,215 | 6,174 | | Travel business process management | 10,803 | 11,150 | | Travel products and services | 34,662 | 32,729 | | Total | 47,680 | 50,053 | Revenue by Geographical Location | Geographical Location | June 30, 2025 (HK$ thousand) | June 30, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Canada | 12,938 | 17,240 | | United States | 80 | 161 | | Mainland China | 34,662 | 32,652 | | Total | 47,680 | 50,053 | 5. Other Income and Net (Loss)/Gain Other net (loss)/gain shifted from a gain to a loss in the period, primarily due to foreign exchange losses Other Income and Net (Loss)/Gain | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Sundry income | 6 | 7 | | Total other income | 6 | 7 | | Foreign exchange (loss)/gain | (3,575) | 1,813 | | Loss on disposal of property and equipment | (4) | — | | Fair value change of financial assets at FVTPL | 17 | 33 | | Total other net (loss)/gain | (3,562) | 1,846 | - Foreign exchange (loss)/gain shifted from a gain of HK$1.813 million in the prior period to a loss of HK$3.575 million in 2025[24] 6. Expenses by Nature Total expenses increased to HK$55.77 million, driven by a significant rise in service fees, while employee benefit expenses slightly decreased Expenses by Nature | Expense Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Cost of tour packages and air tickets | 26,340 | 26,400 | | Employee benefit expenses | 14,726 | 15,328 | | Office, communication and utilities expenses | 1,065 | 1,342 | | Depreciation of right-of-use assets | 764 | 962 | | Short-term lease expenses | 100 | 193 | | Credit card charges | 8 | 9 | | Auditor's remuneration (audit services) | 788 | 788 | | Auditor's remuneration (non-audit services) | 472 | 483 | | Depreciation of property, plant and equipment | 105 | 174 | | Legal and professional fees | 1,030 | 963 | | Service fees | 8,266 | 3,258 | | Others | 2,104 | 1,520 | | Total cost of sales, selling and administrative expenses | 55,768 | 51,420 | - Service fees increased significantly from HK$3.26 million in the prior period to HK$8.27 million in 2025[25] - Employee benefit expenses, including directors' remuneration, decreased slightly from HK$15.33 million to HK$14.73 million[25] 7. Net Finance Costs Net finance costs decreased to HK$55 thousand from HK$107 thousand in the prior year, mainly due to lower interest expenses on lease liabilities Net Finance Costs | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Bank interest income | 10 | 3 | | Interest expense on lease liabilities | (32) | (64) | | Imputed interest expense on government loans | (33) | (46) | | Net finance costs | (55) | (107) | - Net finance costs decreased from HK$107 thousand in the prior period to HK$55 thousand in 2025[26] 8. Income Tax Expense The Group recorded an income tax credit of HK$1.593 million, a reversal from the HK$9.038 million expense in the prior year, mainly from deferred tax - Corporate income tax rates are approximately 26.5% in Canada, 21% (federal) and 14.95% (state/city) in the US, and 25% in China[27] Income Tax Credit/(Expense) | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Current income tax (US state) | — | (1) | | Current income tax (China enterprise) | (330) | (282) | | Deferred income tax | 1,923 | (8,755) | | Income tax credit/(expense) | 1,593 | (9,038) | - The deferred income tax in 2025 primarily relates to deductible temporary differences arising from unused tax losses and provisions for expected credit losses on financial assets[28] 9. Dividends The Board does not recommend the payment of any dividend for the six months ended June 30, 2025, consistent with the prior period - The Board does not recommend the payment of any dividend for the six months ended June 30, 2025 (2024: Nil)[29] 10. Loss Per Share Basic and diluted loss per share decreased significantly to 1.07 HK cents from 2.40 HK cents in the prior period, reflecting the narrowed loss Basic and Diluted Loss Per Share | Indicator | 2025 (Unaudited) | 2024 (Unaudited) | | :--- | :--- | :--- | | Loss attributable to owners of the Company (HK$ thousand) | (12,799) | (28,826) | | Weighted average number of ordinary shares in issue (thousand shares) | 1,200,000 | 1,200,000 | | Basic and diluted loss per share (HK cents) | (1.07) | (2.40) | - Basic and diluted loss per share decreased by 55.4% from 2.40 HK cents in the prior period to 1.07 HK cents in 2025[31] - The Group had no potentially dilutive ordinary shares for the six months ended June 30, 2025 and 2024[31] 11. Trade Receivables Total trade receivables decreased to HK$32.33 million, primarily due to the significant settlement of receivables aged over 180 days Trade Receivables | Item | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Incentive commission receivables (less provision) | 517 | 1,017 | | Other trade receivables (less provision) | 31,812 | 42,838 | | Total trade receivables | 32,329 | 43,855 | Ageing Analysis of Trade Receivables | Ageing | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | 0 to 60 days | 12,395 | 11,496 | | 61 to 180 days | 19,423 | 15,835 | | Over 180 days | 511 | 16,524 | | Total | 32,329 | 43,855 | - Trade receivables aged over 180 days decreased significantly from HK$16.52 million on December 31, 2024, to HK$0.51 million on June 30, 2025[33] 12. Share Capital The company's authorized and issued share capital remained unchanged from the end of 2024 - The authorized share capital is 90,000,000 thousand ordinary shares of HK$0.0001 each, with a nominal value of HK$9,000 thousand[33] - The issued and fully paid share capital is 1,200,000 thousand ordinary shares with a nominal value of HK$120 thousand, which has not changed since January 1, 2024[34] 13. Trade Payables Total trade payables increased to HK$32.04 million, with a notable rise in payables aged 0 to 30 days Ageing Analysis of Trade Payables | Ageing | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | 0 to 30 days | 10,005 | 3,053 | | 31 to 60 days | — | 3,164 | | 61 to 90 days | 4,726 | 1,658 | | Over 90 days | 17,312 | 21,257 | | Total | 32,043 | 29,132 | - Trade payables aged 0 to 30 days increased from HK$3.05 million on December 31, 2024, to HK$10.01 million on June 30, 2025[35] 14. Bank Facilities The Group had bank facilities of approximately HK$14.38 million, of which HK$5.49 million was utilized and guaranteed by a Canadian Crown corporation - The Group was granted bank facilities of approximately HK$14.38 million (December 31, 2024: HK$13.49 million)[36] - Approximately HK$5.49 million of these facilities were utilized and guaranteed by a Canadian Crown corporation[36] - The Group complied with all bank covenants as of June 30, 2025, and December 31, 2024[37] 15. Subsequent Events After the reporting period, the Group completed the disposal of its Canadian subsidiaries for a cash consideration of approximately HK$17.1 million - On August 29, 2025, the Group entered into a sale and purchase agreement with an independent third party to dispose of its entire interest in its Canadian indirect wholly-owned subsidiary, BVTEHC Inc, and its subsidiary, Tour East Holidays (Canada) Inc[38] - The disposal was completed on the same day for a cash consideration of approximately CAD 3 million (approximately HK$17.1 million)[38] Management Discussion and Analysis Business Review The Group's revenue and gross profit declined due to the deteriorating performance of the air ticketing business, prompting the sale of its Canadian operations - The Group's total revenue decreased by 4.8% to approximately HK$47.7 million compared to the same period in 2024[39] - Gross profit decreased by 15.5% to approximately HK$15.3 million, with the gross profit margin falling by 4.2 percentage points to 32.0%[39] - The decline in revenue and gross profit was mainly due to the continued deterioration of the air ticketing distribution segment, affected by Sino-US geopolitical tensions and increased competition[39][40] Overall Business Performance The Group's total revenue and gross profit both declined during the reporting period, primarily dragged down by the air ticketing distribution segment - The Group's total revenue decreased by 4.8% year-on-year to HK$47.7 million[39] - Gross profit decreased by 15.5% year-on-year to HK$15.3 million, and the overall gross profit margin fell by 4.2 percentage points to 32.0%[39] Disposal of Canadian Business The Group disposed of its entire interest in the Canadian Group on August 29, 2025, to optimize its business structure amid a deteriorating market - On August 29, 2025, the Group disposed of its entire interest in the Canadian Group for a consideration of CAD 3.0 million (approximately HK$17.1 million)[40][41] - Following the disposal, the Group has ceased its air ticketing distribution, business process management, and travel products and services businesses in Canada[41] Travel Products and Services Segment This segment's revenue grew by 6.1% to HK$34.7 million, driven by increased cultural tourism transactions in the Greater Bay Area of China - Revenue from the travel products and services segment increased by 6.1% or HK$2.0 million year-on-year to HK$34.7 million[42] - The growth was mainly due to an increase in transaction volume from the company's self-operated cultural tourism in the Greater Bay Area of China[42] - This business has shown steady growth since its launch in 2023 and is now the Group's largest business segment[42] Travel Business Process Management Segment This segment's revenue remained relatively stable at approximately HK$10.8 million, but its scale is expected to shrink significantly after the Canadian disposal - Revenue from the travel business process management segment remained relatively stable at approximately HK$10.8 million in 2025, compared to HK$11.2 million in 2024[43] - The gross profit margin also remained stable at approximately 72.0% in 2025, compared to 72.5% in 2024[43] - As this business was mainly operated in Canada, its scale is expected to be substantially reduced following the disposal[44] Air Ticketing Distribution Segment This segment's revenue plummeted by 64.5% to HK$2.2 million due to weak air traffic between China and North America and intense competition - Revenue from the air ticketing distribution segment decreased by 64.5% or HK$4.0 million year-on-year to HK$2.2 million[45] - The decrease was mainly due to continued weakness in air traffic between China and North America amid geopolitical tensions and intensified competition[45] - Following the disposal, the Group is no longer an IATA-accredited travel agent and has ceased its air ticketing distribution business in Canada[45] Dividend Policy The Board does not recommend an interim dividend in order to preserve cash for working capital and future development - The Board does not recommend the payment of an interim dividend for the six months ended June 30, 2025 (2024: Nil)[46] - This decision aims to retain more cash to meet the Group's working capital needs and fund future development[46] Future Prospects The Group will focus on the high-potential Greater Bay Area tourism business and explore new opportunities after optimizing its structure by selling its Canadian operations - The disposal of the Canadian business helps optimize the Group's structure, allowing it to focus resources on more promising areas like the Greater Bay Area tourism business[47] - The Group will continue to strengthen its presence in the Greater Bay Area's tourism industry and explore suitable opportunities in travel consulting and other potential service sectors[47] Financial Review The Group's loss for the period narrowed significantly despite lower revenue and gross profit, mainly due to a substantial reduction in credit loss provisions - The Group's loss before income tax decreased by 27.3% to approximately HK$14.4 million from HK$19.8 million in the prior period[61] - The reduced loss was mainly due to a HK$17.5 million decrease in the provision for expected credit losses on financial assets, which offset a HK$2.8 million decline in gross profit and a HK$4.3 million increase in administrative expenses[61][62] Revenue Analysis Total revenue decreased by 4.8%, driven by a 64.5% drop in the air ticketing segment, while the travel products and services segment grew by 6.1% Revenue Composition by Business Segment | Segment | 2025 (HK$ thousand) | 2025 (%) | 2024 (HK$ thousand) | 2024 (%) | | :--- | :--- | :--- | :--- | :--- | | Air ticketing distribution | 2,215 | 4.6 | 6,174 | 12.3 | | Travel business process management | 10,803 | 22.7 | 11,150 | 22.3 | | Travel products and services | 34,662 | 72.7 | 32,729 | 65.4 | | Total | 47,680 | 100.0 | 50,053 | 100.0 | - Revenue from the air ticketing distribution segment decreased by 64.5% to HK$2.2 million, mainly due to geopolitical tensions and increased competition[50] - Revenue from the travel products and services segment increased by 6.1% to HK$34.7 million, primarily due to higher transaction volume from self-operated cultural tourism in the Greater Bay Area[52] Gross Profit and Gross Profit Margin Analysis Overall gross profit fell by 15.5% and the margin dropped to 32.0%, mainly because the air ticketing business recorded a gross loss Gross Profit and Gross Profit Margin by Business Segment | Segment | 2025 Gross Profit (HK$ thousand) | 2025 Gross Profit Margin (%) | 2024 Gross Profit (HK$ thousand) | 2024 Gross Profit Margin (%) | | :--- | :--- | :--- | :--- | :--- | | Air ticketing distribution | (131) | (5.9) | 3,726 | 60.3 | | Travel business process management | 7,782 | 72.0 | 8,087 | 72.5 | | Travel products and services | 7,608 | 21.9 | 6,329 | 19.3 | | Total | 15,259 | 32.0 | 18,142 | 36.2 | - The air ticketing business shifted from a gross profit of HK$3.7 million in the prior period to a gross loss of HK$0.1 million in 2025, with the margin dropping from 60.3% to -5.9%[55] - The travel products and services segment's gross profit increased by 20.6% to HK$7.6 million, with the margin improving by 2.6 percentage points to 21.9%[57] Selling Expenses Selling expenses decreased to HK$0.9 million, mainly due to reduced rental-related expenses from remote working arrangements in Canada - Selling expenses decreased from approximately HK$1.4 million in the prior period to approximately HK$0.9 million in 2025[58] - The decrease was mainly attributable to reduced rental-related expenses due to the adaptation of remote working arrangements in Canada[58] Administrative Expenses Administrative expenses increased to HK$22.5 million, primarily due to a one-off early termination fee paid to a service provider - Administrative expenses increased from approximately HK$18.2 million in the prior period to approximately HK$22.5 million in 2025[59] - The increase was mainly due to a one-off early termination fee paid to a service provider[59] Provision for Expected Credit Losses on Financial Assets The provision for expected credit losses on financial assets decreased sharply by 86.6% to HK$2.7 million due to improved receivable aging - The provision for expected credit losses on financial assets decreased by 86.6% from approximately HK$20.2 million in the prior period to approximately HK$2.7 million in 2025[60] - The decrease was mainly attributable to the improved aging of receivable balances and the settlement of certain long-outstanding receivables[60] Loss for the Period The Group's loss before income tax decreased by 27.3% to HK$14.4 million, as the reduction in credit loss provisions offset lower gross profit - The Group's loss before income tax decreased by 27.3% from approximately HK$19.8 million in the prior period to approximately HK$14.4 million in 2025[61] - The reduced loss was mainly offset by a significant decrease of HK$17.5 million in the provision for expected credit losses, despite a HK$2.8 million decrease in gross profit and a HK$4.3 million increase in administrative expenses[61][62] Liquidity, Financial Resources, and Capital Structure The Group's cash position improved, but net current liabilities increased and the gearing ratio turned negative, though financial resources remain sufficient - Net cash generated from operating activities was approximately HK$27.0 million, compared to approximately HK$5.5 million in the prior period[63] - As of June 30, 2025, the Group's cash and cash equivalents were approximately HK$38.9 million, an increase of about 28.0% from December 31, 2024[63] - The Group's net current liabilities were approximately HK$26.9 million as of June 30, 2025, an increase from HK$13.2 million on December 31, 2024[65] Cash Flow and Cash Equivalents Net cash from operations grew significantly, and cash and cash equivalents at the end of the period increased by 28.0% Cash Flow Overview | Cash Flow Type | June 30, 2025 (HK$ million) | June 30, 2024 (HK$ million) | | :--- | :--- | :--- | | Net cash from operating activities | 27.0 | 5.5 | | Net cash used in investing activities | (21.8) | (0.017) | | Net cash from financing activities | 1.3 | 3.6 | | Cash and cash equivalents at end of period | 38.9 | 30.4 | - As of June 30, 2025, the Group's cash and cash equivalents were approximately HK$38.9 million, an increase of about 28.0% from HK$30.4 million on December 31, 2024[63] Gearing Ratio The Group's gearing ratio shifted from a positive to a negative percentage, but financial resources are expected to be sufficient for ongoing needs - The Group's gearing ratio changed from a positive percentage as of December 31, 2024, to a negative percentage as of June 30, 2025[64] - The Group is expected to have sufficient financial resources to meet its ongoing operational and development needs[64] Net Current Liabilities The Group's net current liabilities increased to HK$26.9 million, mainly due to additional credit loss provisions and customer advances - As of June 30, 2025, the Group's net current liabilities were approximately HK$26.9 million, compared to approximately HK$13.2 million as of December 31, 2024[65] - The increase was mainly due to the recognition of additional expected credit loss provisions on financial assets and an increase in advances received from a travel business process management customer[65] Borrowings The Group had interest-free borrowings of approximately HK$2.1 million from the Canadian government, with HK$0.8 million due within one year - The Group had interest-free borrowings from the Canadian government of approximately HK$2.1 million (December 31, 2024: HK$2.3 million)[66] - Approximately HK$0.8 million is repayable within one year, HK$0.8 million between one and two years, and HK$0.5 million between two and five years[66] Treasury Policy The Group maintains a prudent financial management approach, ensuring liquidity and minimizing credit risk through continuous monitoring - The Group adopts a prudent financial management approach to its treasury policies, maintaining a sound liquidity position[67] - It strives to reduce credit risk and ensure funding needs are met through continuous credit evaluation of customers and monitoring of its liquidity position[67] Financial Assets at Fair Value Through Profit or Loss The Group holds approximately HK$1.3 million in Canadian government bonds classified as non-current financial assets - As of June 30, 2025, financial assets at fair value through profit or loss amounted to approximately HK$1.3 million, representing government bonds issued by the Government of Canada[68] - The bonds carry an annual interest rate of approximately 2.8%, mature on March 8, 2027, and are classified as non-current financial assets[68] Amount Due to Immediate Holding Company The amount due to the immediate holding company was approximately HK$19.5 million, which is non-trade, interest-free, and unsecured - As of June 30, 2025, the amount due to the immediate holding company was approximately HK$19.5 million (December 31, 2024: HK$17.0 million)[69] - The amount is non-trade in nature, interest-free, unsecured, repayable on demand on normal commercial terms or better, and constitutes fully exempt financial assistance under Rule 14A.90 of the Listing Rules[69] Events After the Reporting Period The Group completed the disposal of its Canadian business and appointed Mr. Liu Jiefeng as the new Chief Executive Officer on August 29, 2025 - On August 29, 2025, the Group completed the disposal of its Canadian business[70] - Effective August 29, 2025, Mr. Liu Jiefeng was re-designated as an executive Director and appointed as the Chief Executive Officer of the Company, succeeding Dr. Gao Songyan[70] - Other than disclosed in this announcement, there were no material events affecting the Group's operations and financial performance after the reporting period[71] Foreign Exchange Risk The Group is exposed to foreign currency risk and recorded a net foreign exchange loss of approximately HK$3.6 million without using hedging instruments - The Group's foreign currency risk primarily arises from asset and liability balances denominated in currencies other than the functional currencies of the relevant group companies[72] - A net foreign exchange loss of approximately HK$3.6 million was recorded for the six months ended June 30, 2025, compared to a net gain of approximately HK$1.8 million in the prior period[72] - The Group did not engage in any derivative transactions or use any financial instruments for hedging against foreign currency risk[72] Employees and Remuneration Policy The Group had 80 employees with total staff costs of approximately HK$14.7 million and maintains a share option scheme to incentivize staff - As of June 30, 2025, the Group had a total of 80 employees (December 31, 2024: 82)[73] - Total staff costs incurred for the six months ended June 30, 2025, were approximately HK$14.7 million (2024: HK$15.3 million)[73] - The Company adopted a share option scheme on May 7, 2018, to attract and retain experienced and capable individuals and to reward them for their contributions[73] Material Acquisitions and Disposals and Major Investments The Group had no material acquisitions, disposals, or major investments during the reporting period, but completed the sale of its Canadian business subsequently - During the six months ended June 30, 2025, the Group had no material acquisitions and disposals of subsidiaries, associates, or joint ventures, or major investments[74] - As of June 30, 2025, the Group had no significant investments[74] - Subsequent to the reporting period, the Group completed the disposal of its Canadian business on August 29, 2025[74] Pledge of Assets Approximately HK$1.3 million in Canadian government bonds were pledged as security to obtain an operating license in Quebec - As of June 30, 2025, the Group held government bonds issued by the Government of Canada of approximately HK$1.3 million[75] - The bonds were held by the Consumer Protection Office of Quebec as a security pledge to obtain an operating license as required by the Travel Agents Act (Quebec)[75] Contingent Liabilities As of June 30, 2025, the Group had no significant contingent liabilities or guarantees - As of June 30, 2025, the Group did not have any significant contingent liabilities or guarantees[76] Future Plans for Material Investments and Capital Assets The Group had no plans for material investments or capital assets as of June 30, 2025 - The Group had no plans for material investments and capital assets as of June 30, 2025[77] Use of Proceeds from Listing The company will re-evaluate the use of the remaining HK$14.3 million in listing proceeds following the disposal of its Canadian business - The Company's shares were listed on the Main Board of The Stock Exchange of Hong Kong Limited on June 28, 2018, raising net proceeds of approximately HK$49.7 million[78] Analysis of Use of Net Proceeds from Listing | Use of Net Proceeds | Net Proceeds from Share Offer (HK$ million) | Amount Utilised as of June 30, 2025 (HK$ million) | Unutilised Amount as of June 30, 2025 (HK$ million) | Expected Year of Full Utilisation | | :--- | :--- | :--- | :--- | :--- | | Repayment of bank borrowings | 21.5 | 21.5 | — | — | | Expansion of air ticketing distribution business | 13.4 | 1.0 | 12.4 | 2026 | | Enhancement of IT infrastructure | 6.7 | 4.8 | 1.9 | 2026 | | Expansion of travel business process management business | 6.9 | 6.9 | — | — | | Advertising and promotion | 1.2 | 1.2 | — | — | | Total | 49.7 | 35.4 | 14.3 | | - In light of the disposal of the Canadian business and to align with the Group's development strategy, the Company will re-evaluate the timeline and/or use of the net proceeds from the share offer[80] Share Option Scheme The company adopted a share option scheme in 2018, but no options have been granted, exercised, lapsed, or cancelled to date - The Company adopted a share option scheme on May 7, 2018, to incentivize eligible participants and to attract and retain experienced and capable individuals[81] - Since the adoption of the share option scheme and up to the date of this announcement, no share options have been granted, exercised, lapsed, or cancelled under the scheme[81] Interim Dividend The Board resolved not to declare any interim dividend for the six months ended June 30, 2025 and 2024 - The Board resolved not to declare any interim dividend for the six months ended June 30, 2025 and 2024[82] Corporate Governance Corporate Governance Practices The company complied with the Corporate Governance Code, resolving a prior deviation where the roles of Chairman and CEO were held by the same person - The Company has complied with the Corporate Governance Code as set out in Appendix C1 to the Listing Rules for the six months ended June 30, 2025[83] - A previous deviation where the roles of Chairman and Chief Executive Officer were held by the same person was resolved on August 29, 2025, with the appointment of Mr. Liu Jiefeng as CEO, while Dr. Gao Songyan continues as Chairman[84] Model Code for Securities Transactions by Directors The company has adopted the Model Code for securities transactions by directors, and all directors have confirmed their compliance - The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 to the Listing Rules[85] - All Directors have confirmed that they have complied with the Model Code and its code of conduct during the six months ended June 30, 2025, and up to the date of this announcement[85] - The Company has also adopted the Model Code as a guideline for relevant employees who may possess unpublished inside information, with no incidents of non-compliance found[86] Audit Committee The Audit Committee, comprising three independent non-executive Directors, provides independent advice on financial reporting and internal controls - The Company established an Audit Committee on May 7, 2018, with written terms of reference in compliance with Rule 3.21 of the Listing Rules and paragraph C.3 of the Corporate Governance Code[87] - The primary duties of the Audit Committee are to assist the Board in providing an independent view of the effectiveness of the Group's financial reporting process, internal control, and risk management systems, and to oversee the audit process[87] - The Audit Committee currently consists of three independent non-executive Directors, namely Ms. Kwan Ka Yee (Chairman), Mr. Tan Wenta and Ms. Sun Yan Wing[87] Review of Accounts The Group's unaudited interim results have been reviewed by the Audit Committee and the external auditor in accordance with relevant standards - The Group's unaudited interim results and financial report for the six months ended June 30, 2025, have been reviewed by the Audit Committee[88] - The Audit Committee is of the opinion that the interim results and financial report have been prepared in accordance with applicable accounting standards, rules, and regulations, and that appropriate disclosures have been duly made[88] - The external auditor has also reviewed the interim financial information in accordance with International Standard on Review Engagements 2410[88] Other Information Purchase, Sale, or Redemption of the Company's Listed Securities Neither the company nor its subsidiaries purchased, sold, or redeemed any of the company's listed securities during the period - During the six months ended June 30, 2025, and up to the date of this announcement, neither the Company nor any of its subsidiaries had purchased, sold, or redeemed any of the Company's listed securities[89] Publication of Interim Results and Interim Report The interim results announcement is available on the HKEX and company websites, and the interim report will be dispatched to shareholders in due course - The interim results announcement is published on the HKEX website (http://www.hkexnews.hk) and the Company's website (http://www.cighl.com)[90](index=90&type=chunk) - The interim report for the period, containing all information required by Appendix D2 of the Listing Rules, will be dispatched to shareholders and made available on the above websites in due course[90] Board of Directors As of the announcement date, the Board consists of three executive Directors and three independent non-executive Directors - As of the date of this announcement, the executive Directors are Mr. Liu Xuebin, Dr. Gao Songyan, and Mr. Liu Jiefeng[92] - The independent non-executive Directors are Mr. Tan Wenta, Ms. Sun Yan Wing, and Ms. Kwan Ka Yee[92]