EF001 免責聲明 | 香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責，對其準確性或完整性亦不發表任何聲明，並明確表示，概不對因 公告全部或任何部份內容而產生或因倚賴該等內容而引致的任何損失承擔任何責任。 | | | --- | --- | | 股票發行人現金股息公告 | | | 發行人名稱 | Tristate Holdings Limited | | 股份代號 | 00458 | | 多櫃檯股份代號及貨幣 | 不適用 | | 相關股份代號及名稱 | 不適用 | | 公告標題 | 截至2025年12月31日止年度之末期股息 | | 公告日期 | 2026年3月17日 | | 公告狀態 | 新公告 | | 股息信息 | | | 股息類型 | 末期 | | 股息性質 | 普通股息 | | 財政年末 | 2025年12月31日 | | 宣派股息的報告期末 | 2025年12月31日 | | 宣派股息 | 每 股 0.18 HKD | | 股東批准日期 | 2026年6月23日 | | 香港過戶登記處相關信息 | | | 派息金額及公司預設派發貨幣 | 每 股 0.18 HKD | | 匯 ...

Financial Performance - Revenue for the year ended December 31, 2025, was HKD 3,626.06 million, a decrease of 13.3% from HKD 4,183.75 million in 2024[4] - Profit attributable to equity shareholders was HKD 125.08 million, down from HKD 156.02 million in the previous year, representing a decline of 19.8%[5] - Basic earnings per share for 2025 was HKD 0.46, compared to HKD 0.57 in 2024, reflecting a decrease of 19.3%[5] - Operating profit for 2025 was HKD 230.24 million, down 24.4% from HKD 304.60 million in 2024[4] - Total comprehensive income for the year was HKD 220.82 million, an increase of 83.5% from HKD 120.34 million in 2024[6] - The group’s EBITDA for the year was HKD 373,887,000, down from HKD 579,631,000 in the previous year, indicating a decline of about 35.5%[16] - Gross profit was HKD 1.427 billion, down 17% from HKD 1.715 billion in 2024, resulting in a gross margin of 39.4%[47] - EBITDA decreased by 36% to HKD 374 million from HKD 580 million in 2024[45] - The brand business revenue was HKD 1.856 billion, an 8% decrease from HKD 2.025 billion in 2024, with significant declines in Nautica (12%) and Reebok (32%) revenues[45] - The apparel business revenue was HKD 1.770 billion, an 18% decrease from HKD 2.158 billion in 2024, attributed to reduced customer demand and increased competition[45] Assets and Liabilities - Non-current assets increased to HKD 982.95 million in 2025 from HKD 1,191.50 million in 2024, a decrease of 17.5%[7] - Current assets decreased slightly to HKD 1,757.36 million in 2025 from HKD 1,784.75 million in 2024[7] - Total liabilities decreased to HKD 1,315.83 million in 2025 from HKD 1,720.34 million in 2024, a reduction of 23.5%[7] - Net assets increased to HKD 1,424.48 million in 2025 from HKD 1,255.92 million in 2024, an increase of 13.4%[7] - The group’s total assets as of December 31, 2025, were HKD 2,740,311,000, a decrease from HKD 2,976,258,000 in 2024, representing a decline of approximately 7.9%[18] - Total liabilities decreased to HKD 1,315,835,000 in 2025 from HKD 1,720,335,000 in 2024, reflecting a reduction of about 23.5%[18] Revenue Breakdown - The apparel segment reported revenue of HKD 1,770,108,000 in 2025, a decline from HKD 2,158,349,000 in 2024, reflecting a decrease of about 17.9%[16] - The brand business generated revenue of HKD 1,855,954,000 in 2025, compared to HKD 2,025,397,000 in 2024, marking a decrease of approximately 8.4%[16] - Revenue from China accounted for HKD 957,397,000 in 2025, down from HKD 1,193,708,000 in 2024, a decrease of approximately 19.7%[20] - The group’s income from other countries totaled HKD 755,494,000 in 2025, compared to HKD 822,995,000 in 2024, indicating a decrease of approximately 8.2%[20] Dividends - The company declared a final dividend of HKD 0.18 per share for the year[5] - The company plans to distribute a final dividend of HKD 0.18 per share for 2025, an increase from HKD 0.17 per share in 2024[29] - The board proposed a final dividend of HKD 0.18 per share for the year ending December 31, 2025, an increase from HKD 0.17 per share in 2024[77] - The record date for the proposed final dividend is July 6, 2026, with payment scheduled for July 17, 2026, pending shareholder approval[77] Operational Efficiency and Strategy - The company recorded a one-time non-cash gain of HKD 123,204,000 from the early termination of the Reebok franchise agreement, effective December 31, 2025[26] - Operating profit for 2025 was HKD 101,628,000, significantly higher than HKD 12,429,000 in 2024, indicating a substantial improvement in operational efficiency[24] - The company plans to expand production capacity in Vietnam in Q1 2026 to meet increasing demand, despite challenges in the global trade environment affecting the garment business[43] - The group is committed to enhancing operational efficiency, driving brand innovation, and optimizing product mix to strengthen competitive advantages for sustainable growth[60] Employee and Operational Metrics - Employee costs and benefits for 2025 were HKD 790,068,000, slightly up from HKD 771,440,000 in 2024, indicating a rise of about 2.4%[25] - The group had approximately 5,980 employees as of December 31, 2025, down from 6,530 in 2024[57] Risk Management and Compliance - The group has established a risk management mechanism to identify and manage risks, including macroeconomic and operational risks[61] - The group has not experienced any significant violations of applicable laws and regulations during the year[69] Cash Flow and Financing - The total cash flow from operations was HKD 323 million, a decrease of 21% from HKD 410 million in 2024[45] - The group generated lower operating cash inflow in 2025 compared to 2024 due to a decline in revenue and business performance[54] - The group maintains sufficient cash and available bank credit to meet operational funding needs, focusing on cost control amid increasing macroeconomic challenges[60] Sustainability and Environmental Measures - The group has implemented various environmental and sustainability measures in its factories to reduce carbon emissions and waste[70] Supplier and Procurement Strategy - The group has established a diverse procurement team and a multi-supplier network to mitigate the impact of rising material costs on profitability[64] - The group actively seeks suppliers and production sites in different countries to reduce reliance on any single location[65] Financial Verification and Reporting - The group has engaged KPMG to verify the consistency of its preliminary financial results with the draft consolidated financial statements for the year ending December 31, 2025[71]

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告之內容概不負責， 對其準確性或完整性亦不發表任何聲明，並明確表示，概不對因本公告全部或任何 部分內容而產生或因倚賴該等內容而引致之任何損失承擔任何責任。 香港，2026 年 3 月 5 日 於本公告日期，董事會成員包括一名執行董事汪建中先生；三名非執行董事， 分別為汪顧亦珍女士、麥汪詠宜女士及汪穗中博士；以及四名獨立非執行董 事，分別為羅啟耀先生、孔捷思先生、 Peter TAN 先生及林宸教授。 董事會會議日期 Tristate Holdings Limited（「本公司」）董事會（「董事會」）謹此宣佈，本公司將 於 2026 年 3 月 17 日（星期二）舉行董事會會議，藉以（其中包括）批准本公司及 其附屬公司截至 2025 年 12 月 31 日止年度之全年業績公告，以及考慮派發末期股息 （如適用）。 承董事會命 公司秘書 陳文英 ...

股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 | 截至月份: | 2026年2月28日 | 狀態: | 新提交 | | --- | --- | --- | --- | | 致：香港交易及結算所有限公司 | | | | | 公司名稱: | Tristate Holdings Limited | | | | 呈交日期: | 2026年3月2日 | | | I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | 於香港聯交所上市 (註1) | | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 00458 | 說明 | | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 500,000,000 | HKD | | 0.1 | HKD | | 50,000,000 | | 增加 / 減少 (-) | | | 0 | | | | HKD | ...

FF301 II. 已發行股份及/或庫存股份變動及足夠公眾持股量的確認 股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 | 截至月份: | 2026年1月31日 | | | | 狀態: 新提交 | | | --- | --- | --- | --- | --- | --- | --- | | 致：香港交易及結算所有限公司 | | | | | | | | 公司名稱: | Tristate Holdings Limited | | | | | | | 呈交日期: | 2026年2月5日 | | | | | | | I. 法定/註冊股本變動 | | | | | | | | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | 於香港聯交所上市 (註1) 是 | | | 證券代號 (如上市) | 00458 | 說明 | | | | | | | | 法定/註冊股份數目 | | 面值 | | 法定/註冊股本 | FF301 第 1 頁 共 10 頁 v 1.2.0 上月底結存 500,000,000 HKD 0.1 HKD 50,000,000 增加 / 減少 (-) 0 HKD ...

股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2025年12月31日 狀態: 新提交 FF301 致：香港交易及結算所有限公司 公司名稱: Tristate Holdings Limited 呈交日期: 2026年1月2日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 00458 | 說明 | | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 500,000,000 | HKD | | 0.1 | HKD | | 50,000,000 | | 增加 / 減少 (-) | | | 0 | | | | HKD | | 0 | | 本月底結存 | | | 500,000,000 | HKD | | 0.1 | HKD | | 50, ...

Core Viewpoint - The company, Lianya Group, has announced a strategic review of its franchise brand portfolio and business objectives, particularly regarding the Reebok franchise in Greater China, leading to an early termination of the franchise agreement with Authentic Brands Group by December 31, 2025 [1] Group 1 - The franchise agreement for distributing Reebok products in Greater China will be terminated early, effective December 31, 2025, to better allocate resources for long-term growth [1] - The company expects to recognize a non-cash gain of between HKD 120 million and HKD 130 million due to the termination, impacting the consolidated financial statements [1] - The initial value of the Reebok franchise rights and related payable franchise fees was based on the present value of guaranteed minimum franchise fees due during the agreement's term [1] Group 2 - Despite the termination of the Reebok franchise agreement, the company will continue to operate its multi-brand distribution business through other franchises and its own brands, complementing its robust garment business [2]

Core Viewpoint - The company, Lianya Group, has decided to strategically review its franchise brand portfolio and business objectives, leading to the early termination of its Reebok franchise agreement in certain regions, which is expected to result in a non-cash gain of approximately HKD 120 million to HKD 130 million by the end of 2025 [1][2]. Group 1 - The company will terminate its Reebok franchise agreement in mainland China, Hong Kong, Macau, and Taiwan, effective December 31, 2025, to better allocate resources for long-term growth [1]. - The early termination of the Reebok franchise agreement will allow the company to avoid future minimum franchise fee payments, which were initially recognized at the start of the agreement [1]. - The anticipated non-cash gain from the termination will be recorded in the consolidated financial statements for the year ending December 31, 2025 [1]. Group 2 - Despite the termination of the Reebok franchise agreement, the company will continue to operate its multi-brand distribution business through other franchises and its own brands, complementing its robust garment business [2].

Core Viewpoint - The company, Lianya Group, has announced a strategic review of its franchise brand portfolio and business objectives, particularly regarding the Reebok franchise in Greater China, leading to an early termination of the franchise agreement with Authentic Brands Group, resulting in a non-cash gain of approximately HKD 120 million to 130 million for the fiscal year ending December 31, 2025 [1][2]. Group 1 - The franchise agreement for distributing Reebok products in Greater China will be terminated early, effective December 31, 2025 [1]. - The company expects to recognize a non-cash gain of between HKD 120 million and 130 million due to the termination of the Reebok franchise agreement [1]. - The termination will relieve the company from future minimum franchise fee obligations associated with the Reebok brand [1]. Group 2 - Despite the termination of the Reebok franchise agreement, the company will continue to operate its multi-brand distribution business and further enhance its robust apparel business [2].

Group 1 - The company, Lianya Group (00458.HK), announced a strategic review of its franchise brand portfolio and business objectives, including the Reebok franchise arrangements in mainland China, Hong Kong, Macau, and Taiwan [1] - The company has agreed to terminate the Reebok franchise agreement in the region with Authentic Brands Group, effective December 31, 2025, resulting in a non-cash gain of approximately HKD 120 million to HKD 130 million for the fiscal year ending December 31, 2025 [1] - The termination of the franchise agreement means the company will no longer be obligated to pay the guaranteed minimum franchise fees associated with the Reebok brand [1] Group 2 - Despite the termination of the Reebok franchise agreement, the company will continue to operate its multi-brand distribution business through other franchises and its own brands, complementing its robust garment business [2]