N O T I F I C A T I O N L E T T E R 通 知 信 函 15 September 2025 Dear Non-registered Shareholder(s) 1 , Tristate Holdings Limited (the "Company") – Notice of publication of Interim Report 2025 (the "Current Corporate Communication") The English and Chinese versions of the Current Corporate Communication are available on the Company's website at www.tristateww.com and the HKEXnews website of Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk. You may access the Current Corporate Communication by select ...

N O T I F I C A T I O N L E T T E R 通 知 信 函 15 September 2025 Dear Registered Shareholder(s), Tristate Holdings Limited（「本公司」） – 2025 年中期報告（「本次公司通訊」）之登載通知 本次公司通訊之中英文版本已登載於本公司網站（www.tristateww.com）及香港交易及結算所有限公司披露易網站（www.hkexnews.hk）。 閣下可於本公司網站內選取「投資者關係」或瀏覽披露易網站，以閱覽本次公司通訊。如 閣下因任何原因在瀏覽本公司網站內登載之本 次公司通訊時遇上困難， 閣下可通過填妥及交回隨附之回條（「回條」）向本公司發出書面要求（郵寄至本公司之香港股份過戶登記分 處香港中央證券登記有限公司，地址為香港灣仔皇后大道東183號合和中心17M樓，或電郵至 cosec@tristateww.com）。本公司於收到 閣 下之要求後，將隨即向 閣下免費發送本次公司通訊之印刷本。 為便本公司以電郵方式向 閣下發送本公司之公司通訊1（「公司通訊」）（包括可供採取行動之公司通訊2（「可供採 ...

[Company Overview and Contact Information](index=4&type=section&id=Company%20Overview%20and%20Contact%20Information) This section provides key corporate governance and contact details, including board members, committees, management, auditors, legal advisors, banks, and registered offices - The Company Overview section details key corporate governance and contact information, including board members, committee composition, key management personnel, auditors, legal advisors, principal bankers, registered office, head office, and principal place of business in Hong Kong[6](index=6&type=chunk) - The Company's shares have been listed on the Main Board of The Stock Exchange of Hong Kong Limited since 1988, with stock short name **'Union Asia Group'** and stock code **'458'**[7](index=7&type=chunk) [Condensed Consolidated Interim Financial Statements](index=5&type=section&id=Condensed%20Consolidated%20Interim%20Financial%20Statements) This section presents the unaudited condensed consolidated interim financial statements, including the income statement, comprehensive income statement, statement of financial position, statement of changes in equity, and cash flow statement, along with their explanatory notes - These unaudited condensed consolidated interim financial statements are presented in Hong Kong Dollars and were approved for publication by the Board of Directors on August 21, 2025[17](index=17&type=chunk) - These condensed consolidated interim financial statements have not been audited or reviewed by external auditors[18](index=18&type=chunk) [Condensed Consolidated Interim Income Statement](index=5&type=section&id=Condensed%20Consolidated%20Interim%20Income%20Statement) For the six months ended June 30, 2025, the company's revenue decreased by **13%** year-on-year to **HK$1.676 billion**, with profit for the period significantly reduced to **HK$3.5 million**, a **94.5%** decrease from HK$63.9 million in the prior year, and basic earnings per share fell from HK$0.23 to HK$0.006 Condensed Consolidated Interim Income Statement Key Data (For the six months ended June 30) | Metric | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Revenue | 1,676,431 | 1,926,401 | -13.0% | | Cost of sales | (989,531) | (1,131,468) | -12.5% | | Gross profit | 686,900 | 794,933 | -13.6% | | Operating profit | 47,394 | 125,387 | -62.2% | | Profit before tax | 23,687 | 97,141 | -75.6% | | Profit for the period | 3,546 | 63,903 | -94.5% | | Profit attributable to equity holders of the Company | 1,675 | 62,532 | -97.3% | | Basic earnings per share | HK$0.006 | HK$0.23 | -97.4% | [Condensed Consolidated Interim Statement of Comprehensive Income](index=5&type=section&id=Condensed%20Consolidated%20Interim%20Statement%20of%20Comprehensive%20Income) For the six months ended June 30, 2025, the company's total comprehensive income was **HK$98.9 million**, a significant increase from HK$25.98 million in the prior year, primarily due to a reversal from loss to gain in exchange differences arising from the translation of financial statements of overseas subsidiaries Condensed Consolidated Interim Statement of Comprehensive Income Key Data (For the six months ended June 30) | Metric | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Profit for the period | 3,546 | 63,903 | -94.5% | | Exchange differences arising from translation of financial statements of overseas subsidiaries | 94,405 | (36,347) | From loss to gain | | Other comprehensive income for the period | 95,354 | (37,925) | From loss to gain | | Total comprehensive income for the period | 98,900 | 25,978 | +280.7% | [Condensed Consolidated Interim Statement of Financial Position](index=6&type=section&id=Condensed%20Consolidated%20Interim%20Statement%20of%20Financial%20Position) As of June 30, 2025, the company's total assets less current liabilities increased to **HK$2.061 billion**, and net assets rose to **HK$1.307 billion**, with growth in both non-current and current assets, including inventories and trade and bills receivables, while cash and bank balances decreased Condensed Consolidated Interim Statement of Financial Position Key Data (As of June 30) | Metric | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | Change | | :--- | :--- | :--- | :--- | | Non-current assets | 1,252,253 | 1,191,504 | +5.1% | | Current assets | 1,824,305 | 1,784,754 | +2.2% | | Current liabilities | 1,015,536 | 976,980 | +3.9% | | Net current assets | 808,769 | 807,774 | +0.1% | | Total assets less current liabilities | 2,061,022 | 1,999,278 | +3.1% | | Net assets | 1,306,873 | 1,255,923 | +4.1% | | Cash and bank balances | 348,043 | 466,554 | -25.4% | | Inventories | 854,938 | 781,202 | +9.4% | | Trade and bills receivables | 540,900 | 453,045 | +19.4% | [Condensed Consolidated Interim Statement of Changes in Equity](index=7&type=section&id=Condensed%20Consolidated%20Interim%20Statement%20of%20Changes%20in%20Equity) For the six months ended June 30, 2025, the company's total equity increased to **HK$1.307 billion**, driven by **HK$98.9 million** in total comprehensive income for the period and **HK$0.764 million** from shares issued under the share option scheme, partially offset by dividends paid Condensed Consolidated Interim Statement of Changes in Equity Key Data (For the six months ended June 30) | Metric | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | Change | | :--- | :--- | :--- | :--- | | Total equity at beginning of period | 1,255,923 | 1,205,058 | +4.2% | | Total comprehensive income for the period | 98,900 | 25,978 | +280.7% | | Shares issued under share option scheme | 764 | 716 | +6.7% | | Approved final dividend for the year | (46,491) | (51,794) | -10.3% | | Total equity at end of period | 1,306,873 | 1,177,650 | +11.0% | [Condensed Consolidated Interim Cash Flow Statement](index=8&type=section&id=Condensed%20Consolidated%20Interim%20Cash%20Flow%20Statement) For the six months ended June 30, 2025, net cash used in operating activities significantly decreased to **HK$109 million**, net cash used in investing activities increased, and financing activities shifted from net cash used to a net inflow of **HK$8.48 million**, with cash and cash equivalents at period-end decreasing to **HK$336 million** Condensed Consolidated Interim Cash Flow Statement Key Data (For the six months ended June 30) | Metric | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | Change | | :--- | :--- | :--- | :--- | | Net cash used in operating activities | (108,636) | (212,768) | 48.9% decrease in usage | | Net cash used in investing activities | (39,264) | (27,007) | 45.4% increase in usage | | Net cash from/(used in) financing activities | 8,478 | (38,517) | From usage to inflow | | Cash and cash equivalents at end of period | 336,010 | 172,032 | +95.3% | [Notes to the Condensed Consolidated Interim Financial Statements](index=9&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Interim%20Financial%20Statements) This section details the basis of preparation, accounting policies, segment information, specific components and changes of various assets, liabilities, and profit and loss items, as well as information on related party transactions and fair value measurement of financial instruments, providing essential context and details for understanding the financial data [Note 1. General Information](index=9&type=section&id=Note%201.%20General%20Information) This note outlines the Group's principal activities, which include garment manufacturing and brand operations, and confirms the company's listing on the Hong Kong Stock Exchange since 1988 - The Group's principal activities are (i) garment manufacturing and (ii) brand operations[17](index=17&type=chunk) - The Company's shares have been listed on the Main Board of The Stock Exchange of Hong Kong Limited since 1988[17](index=17&type=chunk) [Note 2. Basis of Preparation and Accounting Policies](index=9&type=section&id=Note%202.%20Basis%20of%20Preparation%20and%20Accounting%20Policies) This note confirms that the interim financial statements are prepared in accordance with HKAS 34 and the applicable disclosure provisions of the Listing Rules, using the same accounting policies as the 2024 annual financial statements - These interim financial statements are prepared in accordance with the applicable disclosure provisions of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and Hong Kong Accounting Standard 34 issued by the Hong Kong Institute of Certified Public Accountants, and are prepared using the same accounting policies as those adopted in the 2024 annual financial statements[19](index=19&type=chunk) [Note 3. Changes in Accounting Policies](index=9&type=section&id=Note%203.%20Changes%20in%20Accounting%20Policies) This note states that the Group has applied amendments to HKAS 21 during the period, but these amendments have no material impact on the interim financial statements as no foreign currency transactions involved non-exchangeable currencies - The Group has applied the amendments to Hong Kong Accounting Standard 21 during the current accounting period, but these amendments have no material impact on these interim financial statements as no foreign currency transactions involved foreign currencies that are not exchangeable into other currencies[20](index=20&type=chunk) [Note 4. Estimates](index=9&type=section&id=Note%204.%20Estimates) This note highlights that management must make judgments, estimates, and assumptions in preparing these interim financial statements in compliance with HKAS 34, and actual results may differ from these estimates - In preparing these interim financial statements in compliance with Hong Kong Accounting Standard 34, management is required to make judgments, estimates, and assumptions, and actual results may differ from these estimates[21](index=21&type=chunk) [Note 5. Segment Information](index=9&type=section&id=Note%205.%20Segment%20Information) This note identifies two reportable segments, garment manufacturing and brand operations, with performance assessed and resources allocated based on reported profit or loss before tax by the chief operating decision maker - The Group has identified two reportable segments, namely (i) garment manufacturing and (ii) brand operations, with segment performance assessed and resources allocated by the chief operating decision maker based on reported profit or loss before tax[22](index=22&type=chunk) Segment Revenue and Profit/(Loss) Before Tax (For the six months ended June 30) | Metric | 2025 Garment (HK$ Thousand) | 2024 Garment (HK$ Thousand) | 2025 Brand Operations (HK$ Thousand) | 2024 Brand Operations (HK$ Thousand) | | :--- | :--- | :--- | :--- | :--- | | Revenue | 796,690 | 973,595 | 879,741 | 952,806 | | Profit/(Loss) before tax | 66,333 | 122,085 | (40,003) | (61,448) | Revenue by Customer Location (For the six months ended June 30) | Region | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | China | 483,648 | 580,312 | | United Kingdom | 340,460 | 430,296 | | Canada | 248,396 | 286,443 | | Italy | 183,000 | 204,151 | | Singapore | 73,276 | 72,064 | | Other countries | 347,651 | 353,135 | | **Total** | **1,676,431** | **1,926,401** | [Note 6. Seasonality of Operations](index=12&type=section&id=Note%206.%20Seasonality%20of%20Operations) This note explains that the Group typically records higher sales revenue in the second half of the year due to seasonal influences from increased shipments of garment and brand products for the autumn/winter and holiday seasons - The Group tends to record higher sales revenue in the second half of the year compared to the first half, primarily due to the seasonal impact of increased shipments of garment products and brand business products for the autumn/winter and holiday seasons[30](index=30&type=chunk) [Note 7. Other Net Income](index=12&type=section&id=Note%207.%20Other%20Net%20Income) This note details the components of other net income, including government grants, impairment losses on property, plant and equipment, net loss/gain on disposal of property, plant and equipment, and net gain on derecognition of right-of-use assets and lease liabilities Other Net Income (For the six months ended June 30) | Metric | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Government grants | 3,078 | 323 | | Impairment loss on property, plant and equipment | (4,999) | – | | Net (loss)/gain on disposal of property, plant and equipment | (1,205) | 19,465 | | Net gain on derecognition of right-of-use assets and lease liabilities | 1,666 | 855 | | Miscellaneous income | 2,226 | 2,334 | | **Total** | **766** | **22,977** | - The net gain on disposal of property, plant and equipment for the six months ended June 30, 2024, included a gain of **HK$20.923 million** from the disposal of certain unused leasehold land use rights and ancillary buildings in Mainland China[34](index=34&type=chunk) [Note 8. Operating Profit](index=12&type=section&id=Note%208.%20Operating%20Profit) This note provides a breakdown of items adjusted in operating profit, including amortization of intangible assets, depreciation expenses for owned property, plant and equipment, right-of-use assets, and employee costs and staff welfare expenses Operating Profit Adjustments (For the six months ended June 30) | Metric | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Amortisation of intangible assets | 26,057 | 28,620 | | Depreciation expense – owned property, plant and equipment | 30,832 | 43,206 | | Depreciation expense – right-of-use assets | 54,892 | 63,057 | | Employee costs and staff welfare expenses | 378,438 | 373,354 | [Note 9. Finance Income and Finance Costs](index=12&type=section&id=Note%209.%20Finance%20Income%20and%20Finance%20Costs) This note details the Group's finance income, primarily interest income from bank deposits, and finance costs, mainly interest on franchise fees payable, for the reporting periods Finance Income and Finance Costs (For the six months ended June 30) | Metric | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Finance income | 3,969 | 2,137 | | Interest income from bank deposits | 3,545 | 1,783 | | Finance costs | 27,676 | 30,383 | | Interest on franchise fees payable | 22,602 | 24,361 | [Note 10. Income Tax Expense](index=12&type=section&id=Note%2010.%20Income%20Tax%20Expense) This note presents the breakdown of income tax expense, including current income tax (Hong Kong profits tax and non-Hong Kong tax) and deferred income tax, for the reporting periods Income Tax Expense (For the six months ended June 30) | Metric | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Current income tax | 15,506 | 31,351 | | Hong Kong profits tax | 5,564 | 16,204 | | Non-Hong Kong tax | 9,942 | 15,147 | | Deferred income tax | 1,722 | 1,987 | | **Total** | **20,141** | **33,238** | - Hong Kong profits tax provision is calculated at an estimated annual effective tax rate of **16.5%** applicable for the six months ended June 30, 2025[34](index=34&type=chunk) [Note 11. Earnings Per Share](index=12&type=section&id=Note%2011.%20Earnings%20Per%20Share) This note provides the calculation of basic and diluted earnings per share, based on profit attributable to equity holders and the weighted average number of ordinary shares outstanding Earnings Per Share (For the six months ended June 30) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Profit attributable to equity holders of the Company (HK$ Thousand) | 1,675 | 62,532 | | Weighted average number of ordinary shares outstanding | 272,775,684 | 271,776,561 | | Basic earnings per share | HK$0.006 | HK$0.23 | | Diluted earnings per share | HK$0.006 | HK$0.23 | [Note 12. Dividends](index=13&type=section&id=Note%2012.%20Dividends) This note states that the Board of Directors resolved not to declare an interim dividend for the six months ended June 30, 2025, and details the final dividend approved and paid for the year ended December 31, 2024 - The Board of Directors resolved not to declare an interim dividend for the six months ended June 30, 2025 (2024: **HK$0.06** per share, totaling **HK$16.356 million**)[36](index=36&type=chunk) - The final dividend of **HK$0.17** per share for the year ended December 31, 2024, was approved by shareholders on June 24, 2025, and paid on July 17, 2025[37](index=37&type=chunk) [Note 13. Property, Plant and Equipment](index=13&type=section&id=Note%2013.%20Property,%20Plant%20and%20Equipment) This note details the Group's additions to right-of-use assets, primarily for leased offices and retail stores, and reports on the acquisition of plant and equipment items and the loss on disposal of property, plant and equipment - During the six months ended June 30, 2025, the Group recognized additions to right-of-use assets of **HK$30.16 million**, primarily for leased offices and retail stores[38](index=38&type=chunk) Total Retail Store Rent (For the six months ended June 30) | Region | 2025 Fixed Rent (HK$ Thousand) | 2025 Variable Rent (HK$ Thousand) | 2025 Total Rent (HK$ Thousand) | 2024 Total Rent (HK$ Thousand) | | :--- | :--- | :--- | :--- | :--- | | Mainland China | 41,819 | 7,064 | 48,883 | 49,185 | | Hong Kong | 1,434 | 407 | 1,841 | 2,430 | | Europe | 8,172 | – | 8,172 | 6,570 | - The Group acquired plant and equipment items at a cost of **HK$42.192 million** and recorded a loss on disposal of property, plant and equipment items of **HK$1.205 million**[40](index=40&type=chunk) [Note 14. Intangible Assets](index=13&type=section&id=Note%2014.%20Intangible%20Assets) This note provides a breakdown of intangible assets, including franchise rights and trademarks, and highlights that the 'C.P. Company' trademark has an indefinite useful life with no expected diminution in value from use Intangible Assets Composition (As of June 30) | Metric | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Franchise rights | 392,419 | 417,436 | | Trademarks | 181,775 | 158,022 | | **Total Intangible Assets** | **574,194** | **575,458** | - Trademarks refer to the **'C.P. Company'** trademark, which is considered to have an indefinite useful life, and its value is not expected to diminish from use[43](index=43&type=chunk) - During the year ended December 31, 2024, the Group entered into a 10-year franchise agreement for the use of certain trademarks and domain names related to the **MASSIMO OSTI** brand[42](index=42&type=chunk) [Note 15. Inventories](index=14&type=section&id=Note%2015.%20Inventories) This note details the composition of inventories, including raw materials, work-in-progress, finished goods, and goods in transit, with increases in raw materials and work-in-progress reflecting seasonal demand for second-half shipments Inventories Composition (As of June 30) | Metric | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Raw materials | 141,922 | 74,862 | | Work-in-progress | 213,994 | 159,291 | | Finished goods | 475,307 | 517,785 | | Goods in transit | 23,715 | 29,264 | | **Total** | **854,938** | **781,202** | - The increase in raw materials and work-in-progress reflects the seasonal demand for second-half shipments in the garment manufacturing segment[44](index=44&type=chunk) [Note 16. Trade and Bills Receivables](index=14&type=section&id=Note%2016.%20Trade%20and%20Bills%20Receivables) This note provides the breakdown and aging analysis of trade and bills receivables, including those measured at amortized cost and those for sale measured at fair value through other comprehensive income, and explains the Group's credit terms and cash flow management practices Trade and Bills Receivables (As of June 30) | Metric | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Trade receivables measured at amortised cost | 375,893 | 330,538 | | Trade receivables for sale measured at fair value through other comprehensive income (revolving) | 165,007 | 122,507 | | **Total** | **540,900** | **453,045** | Aging Analysis of Trade and Bills Receivables (As of June 30) | Aging | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Less than 3 months | 499,553 | 412,595 | | 3 months to 6 months | 33,694 | 36,551 | | Over 6 months | 19,544 | 14,046 | - The Group grants credit terms to its customers mainly ranging from **45 to 90 days** and sells a portion of its trade receivables to financial institutions before their due date under customer supplier financing programs to manage cash flow[45](index=45&type=chunk)[47](index=47&type=chunk) [Note 17. Cash and Bank Balances](index=15&type=section&id=Note%2017.%20Cash%20and%20Bank%20Balances) This note details the composition of cash and bank balances, including short-term bank deposits, cash at bank and in hand, and pledged bank deposits, and clarifies the use of pledged deposits as collateral for bank facilities Cash and Bank Balances Composition (As of June 30) | Metric | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Short-term bank deposits | 105,246 | 159,114 | | Cash at bank and in hand | 230,764 | 296,804 | | Pledged bank deposits | 12,033 | 10,636 | | **Cash and bank balances in consolidated statement of financial position** | **348,043** | **466,554** | - As of June 30, 2025, the Group pledged bank deposits of **HK$12.033 million** as collateral for bank facilities granted to the Group[48](index=48&type=chunk) [Note 18. Trade and Bills Payables](index=15&type=section&id=Note%2018.%20Trade%20and%20Bills%20Payables) This note provides an aging analysis of trade and bills payables, indicating that most supplier payment terms are within 60 days and all payables are expected to be settled within one year or on demand Aging Analysis of Trade and Bills Payables (As of June 30) | Aging | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Less than 3 months | 267,182 | 289,622 | | 3 months to 6 months | 8,970 | 19,757 | | Over 6 months | 24,476 | 19,633 | | **Total** | **300,628** | **329,012** | - Supplier payment terms are mostly within **60 days**, and all trade and bills payables are expected to be settled within one year or on demand[49](index=49&type=chunk) [Note 19. Accruals and Other Payables and Contract Liabilities](index=15&type=section&id=Note%2019.%20Accruals%20and%20Other%20Payables%20and%20Contract%20Liabilities) This note clarifies that accruals and other payables primarily include employee benefits, current portion of franchise fees payable, and deposits received, while contract liabilities represent prepayments from customers for goods to be delivered - Accruals and other payables primarily include employee benefits expenses payable, current portion of franchise fees payable, deposits received, and other operating expenses payable[51](index=51&type=chunk) - Contract liabilities primarily represent prepayments received by the Group before goods are delivered, amounting to **HK$27.456 million** as of June 30, 2025, and are expected to be settled within one year[52](index=52&type=chunk) [Note 20. Bank Loans](index=15&type=section&id=Note%2020.%20Bank%20Loans) This note states that as of June 30, 2025, bank loans amounted to **HK$77 million**, denominated in HKD and repayable within one year, with their carrying amount approximating fair value - As of June 30, 2025, bank loans amounted to **HK$77 million**, denominated in Hong Kong Dollars and repayable within one year, and the carrying amount of bank loans approximated their fair value[53](index=53&type=chunk) [Note 21. Share Capital](index=15&type=section&id=Note%2021.%20Share%20Capital) This note details the changes in share capital, including the number of shares and their value, resulting from shares issued under the share option scheme during the reporting periods Share Capital Movement (As of June 30) | Metric | Number of Shares as of June 30, 2025 | HK$ Thousand as of June 30, 2025 | Number of Shares as of December 31, 2024 | HK$ Thousand as of December 31, 2024 | | :--- | :--- | :--- | :--- | :--- | | At January 1 | 272,601,253 | 27,260 | 271,607,253 | 27,161 | | Shares issued under share option scheme | 877,000 | 88 | 994,000 | 99 | | **At June 30/December 31** | **273,478,253** | **27,348** | **272,601,253** | **27,260** | [Note 22. Capital Commitments](index=15&type=section&id=Note%2022.%20Capital%20Commitments) This note discloses capital commitments, primarily for contracted but unprovided property, plant and equipment, including a construction contract for a new logistics facility in Hefei Industrial Park Capital Commitments (As of June 30) | Metric | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Contracted but not provided for property, plant and equipment | 38,670 | – | - Capital commitments as of June 30, 2025, primarily include commitments related to a construction contract entered into on April 2, 2025, by a wholly-owned subsidiary of the Group with a contractor for the construction of a new three-story logistics facility in the subsidiary's Hefei Industrial Park, with a contract sum of **RMB45,139,583.50**[55](index=55&type=chunk) [Note 23. Related Party Transactions](index=16&type=section&id=Note%2023.%20Related%20Party%20Transactions) This note details transactions with related parties, including a new lease agreement with TDB Company Limited for factory, storage, and office premises, and compensation paid to key management personnel - The Group entered into a new lease agreement with TDB Company Limited, a related company, to lease certain properties for factory, storage, and ancillary office purposes at a monthly rent of **HK$320,000** for a term of two years[56](index=56&type=chunk)[60](index=60&type=chunk) Key Management Personnel Compensation (For the six months ended June 30) | Metric | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Salaries, allowances and bonuses | 10,276 | 10,118 | | Defined contribution plans | 312 | 305 | | Share-based compensation expense – share options granted | 351 | 325 | | **Total** | **10,939** | **10,748** | [Note 24. Fair Value of Financial Instruments](index=16&type=section&id=Note%2024.%20Fair%20Value%20of%20Financial%20Instruments) This note explains that forward foreign exchange contracts, share options to acquire equity in a company, and trade receivables measured at fair value through other comprehensive income are all measured at fair value and classified as Level 2 valuations - Forward foreign exchange contracts, share options to acquire equity in a company, and trade receivables measured at fair value through other comprehensive income are all measured at fair value and classified as Level 2 valuations as of June 30, 2025, and December 31, 2024[58](index=58&type=chunk)[59](index=59&type=chunk) - The fair value of trade receivables measured at fair value through other comprehensive income is determined using risk-adjusted annual rates ranging from **5.27% to 6.69%** as quoted by correspondent banks as of June 30, 2025[59](index=59&type=chunk) [Management Discussion and Analysis](index=17&type=section&id=Management%20Discussion%20and%20Analysis) This section provides an overview of the Group's performance, business segment results, financial summary, and outlook, highlighting the challenges faced and strategic responses - The Group recorded profit attributable to equity holders of **HK$2 million** for the six months ended June 30, 2025, compared to HK$63 million for the six months ended June 30, 2024, primarily due to challenging and competitive market conditions, coupled with continued global trade uncertainties, leading to reduced demand from certain customers and a decline in revenue and profit for the garment manufacturing business[63](index=63&type=chunk) - The Group anticipates the remainder of 2025 to remain challenging and will continue to adopt a cautious and focused approach to its businesses, expecting robust performance from its own brand **C.P. Company** and garment manufacturing business, while striving to improve the performance of its licensed brands in Mainland China[85](index=85&type=chunk) [Overview](index=17&type=section&id=Overview) For the six months ended June 30, 2025, profit attributable to equity holders significantly decreased to **HK$2 million**, mainly due to market challenges, global trade uncertainties impacting garment business demand and profit, and the absence of a **HK$21 million** one-off disposal gain recorded in the prior year Profit Attributable to Equity Holders (For the six months ended June 30) | Metric | 2025 (HK$ Million) | 2024 (HK$ Million) | Change | | :--- | :--- | :--- | :--- | | Profit attributable to equity holders | 2 | 63 | -96.8% | - The decrease in profit attributable to equity holders was primarily due to challenging and competitive market conditions, coupled with continued global trade uncertainties, leading to reduced demand from certain customers and a decline in revenue and profit for the garment manufacturing business[63](index=63&type=chunk) - The Group recognized a **HK$21 million** one-off gain in the first half of 2024 from the disposal of certain leasehold land use rights and ancillary buildings in Mainland China, but no such gain was recorded in the first half of 2025[63](index=63&type=chunk) [Business Segment Performance](index=17&type=section&id=Business%20Segment%20Performance) The Group's business segment performance is mixed, with own brand **C.P. Company** maintaining profit growth despite a soft market and high double-digit retail channel revenue growth, while licensed brands **Nautica** and **Spyder** saw revenue decline and increased losses, **Reebok** revenue decreased but operating loss narrowed, and the garment manufacturing business faced challenges with declining revenue and profit [Own Brands](index=17&type=section&id=Own%20Brands) Despite a soft market, **C.P. Company** recorded profit performance and stable sales revenue, increasing **1%** at actual exchange rates, with high double-digit growth in retail channel revenue, while **Cissonne** plans to shift its sales model to an online-platform-based pull-driven operation in the second half - Despite soft market conditions, **C.P. Company** recorded profit performance and maintained stable sales revenue in the first half of 2025, increasing by **1%** at actual exchange rates, with retail channel revenue achieving high double-digit growth[64](index=64&type=chunk) - **C.P. Company** operates twelve directly managed retail stores and outlet stores globally, with outlet stores continuing to perform well[64](index=64&type=chunk) - **Cissonne** will change its sales model in the second half of the year, adopting a pull-driven operating model based on its own brand and online platforms as sales channels[65](index=65&type=chunk) [Licensed Brands](index=17&type=section&id=Licensed%20Brands) Licensed brands **Nautica** and **Spyder** experienced revenue declines and increased losses, while **Reebok** saw reduced revenue but a narrowed operating loss, as the Group strategically reviewed its portfolio and adjusted store combinations Licensed Brands Revenue Change (For the six months ended June 30) | Brand | Y-o-Y Revenue Change | Loss Change | | :--- | :--- | :--- | | Nautica | -8% | Increased loss | | Spyder | -26% | Increased loss | | Reebok | -21% | Operating loss decreased | - The Group further closed underperforming stores and adjusted its store portfolio during the period to establish a solid store base for **Nautica** and **Spyder**[66](index=66&type=chunk) - The Group has conducted a strategic review of its licensed brand portfolio to optimize resource allocation, which may include changing existing franchise arrangements or shortening the franchise term for **Reebok**[67](index=67&type=chunk) [Garment Manufacturing](index=17&type=section&id=Garment%20Manufacturing) The garment manufacturing business experienced declines in both revenue and profit in the first half due to challenging and competitive market conditions, coupled with global trade uncertainties leading to reduced customer demand, despite ongoing efforts to enhance production efficiency through automation and streamlined operations - In the first half of the year, due to challenging and competitive market conditions, coupled with continued global trade uncertainties, demand from certain customers decreased, leading to a decline in both revenue and profit for the garment manufacturing business[68](index=68&type=chunk) - Revenue from high-end craftsmanship factories decreased by **24%** compared to the prior year, and revenue from advanced craftsmanship factories also decreased by **4%** compared to the first half of 2024[70](index=70&type=chunk) - The Group continues to enhance production efficiency and competitiveness by implementing automation and streamlining operational measures[68](index=68&type=chunk) [Financial Summary](index=18&type=section&id=Financial%20Summary) This financial summary provides key operating results, segment performance, and cash flow data for the six months ended June 30, 2025, showing decreased revenue and gross profit, reduced EBITDA, and a significant drop in profit attributable to equity holders, with the garment segment's performance declining and brand operations' loss narrowing Operating Results Summary (For the six months ended June 30) | Metric | 2025 (HK$ Million) | 2024 (HK$ Million) | | :--- | :--- | :--- | | Revenue | 1,676 | 1,926 | | Gross profit | 687 | 795 | | EBITDA | 164 | 260 | | Profit attributable to equity holders | 2 | 63 | Segment Results Summary (For the six months ended June 30) | Segment | 2025 Profit Before Tax (HK$ Million) | 2024 Profit Before Tax (HK$ Million) | | :--- | :--- | :--- | | Garment manufacturing segment | 66 | 122 | | Brand operations segment | (40) | (61) | Cash Flow Summary (For the six months ended June 30) | Metric | 2025 (HK$ Million) | 2024 (HK$ Million) | | :--- | :--- | :--- | | Cash used in operations | (82) | (183) | [Financial Review](index=18&type=section&id=Financial%20Review) The Group's total revenue decreased by **13%** year-on-year to **HK$1.676 billion**, with declines in both garment manufacturing and licensed brand revenue, while **C.P. Company** revenue slightly increased; gross margin remained stable but gross profit decreased due to lower revenue, other net income significantly reduced due to the absence of prior year's one-off gain, and selling and distribution expenses and income tax expense decreased, while general and administrative expenses increased [Revenue](index=18&type=section&id=Revenue) Total revenue decreased by **13%** to **HK$1.676 billion**, with garment manufacturing revenue down **18.3%** and brand operations revenue down **7.7%**, though **C.P. Company** saw a **1%** increase at actual exchange rates, reflecting the Group's seasonal business pattern with higher revenue in the second half Total Revenue and Segment Revenue Change (For the six months ended June 30) | Metric | 2025 (HK$ Million) | 2024 (HK$ Million) | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Total revenue | 1,676 | 1,926 | -13% | | Garment manufacturing revenue | 796 | 974 | -18.3% | | Brand operations revenue | 880 | 953 | -7.7% | - **C.P. Company's** revenue increased by **1%** at actual exchange rates[72](index=72&type=chunk) - The Group's business is seasonally skewed towards the second half of the year, primarily due to increased shipments of garment and brand business products for the autumn/winter and holiday seasons[70](index=70&type=chunk) [Gross Profit](index=19&type=section&id=Gross%20Profit) Gross profit decreased due to lower revenue, although the overall gross margin for brand operations slightly increased compared to the prior year, mainly driven by an improved gross margin for **C.P. Company** Gross Profit and Gross Margin (For the six months ended June 30) | Metric | 2025 (HK$ Million) | 2024 (HK$ Million) | Gross Margin 2025 | Gross Margin 2024 | | :--- | :--- | :--- | :--- | :--- | | Gross profit | 687 | 795 | 41.0% | 41.3% | - The decrease in gross profit was primarily due to reduced revenue, while the overall gross margin for brand operations slightly increased compared to the prior year, mainly due to an improved gross margin for **C.P. Company**[73](index=73&type=chunk) [Other Net Income](index=19&type=section&id=Other%20Net%20Income) Other net income in the first half of 2024 included a **HK$21 million** gain from the disposal of certain unused leasehold land use rights and ancillary buildings in Mainland China, with no such one-off items recorded in the current reporting period - In the first half of 2024, other net income included a gain of **HK$21 million** from the disposal of certain unused leasehold land use rights and ancillary buildings in Mainland China; no such one-off items were recorded in the current reporting period[74](index=74&type=chunk) [Selling and Distribution Expenses](index=19&type=section&id=Selling%20and%20Distribution%20Expenses) Selling and distribution expenses decreased compared to the prior year, mainly due to reduced retail partner commissions and store expenses for licensed brands, as well as lower advertising and promotion expenses and e-commerce and agency commissions for **C.P. Company** - Selling and distribution expenses decreased compared to the prior year, primarily due to reduced retail partner commissions and store expenses for licensed brands, coupled with lower advertising and promotion expenses and e-commerce and agency commissions for **C.P. Company**[75](index=75&type=chunk) [General and Administrative Expenses](index=19&type=section&id=General%20and%20Administrative%20Expenses) General and administrative expenses reported for the current period increased compared to the prior year, primarily due to higher exchange gains recorded in the first half of 2024 - General and administrative expenses reported for the current period increased compared to the prior year, primarily due to higher exchange gains recorded in the first half of 2024[76](index=76&type=chunk) [Income Tax Expense](index=19&type=section&id=Income%20Tax%20Expense) Income tax expense decreased compared to the prior year, primarily due to reduced profit in the garment manufacturing business during the first half - Income tax expense decreased compared to the prior year, primarily due to reduced profit in the garment manufacturing business during the first half[77](index=77&type=chunk) [Segment Results](index=19&type=section&id=Segment%20Results) Garment manufacturing business recorded a profit decline due to reduced revenue, while the overall loss for brand operations narrowed, with **C.P. Company** showing increased profit, and operating losses for licensed brands **Nautica** and **Spyder** increased, while **Reebok's** decreased - Garment manufacturing business recorded a profit decline due to reduced revenue; the overall loss for brand operations narrowed compared to the prior year; **C.P. Company** recorded an increase in profit; among licensed brands, operating losses for **Nautica** and **Spyder** increased, while **Reebok's** decreased[78](index=78&type=chunk) [Financial Resources and Liquidity](index=19&type=section&id=Financial%20Resources%20and%20Liquidity) Shareholders' equity increased as of June 30, 2025, compared to December 31, 2024, mainly due to exchange gains from the translation of overseas subsidiaries' financial statements, particularly from the significant appreciation of the Euro against the Hong Kong Dollar since April of the current year, with the Group utilizing forward foreign exchange contracts to manage related risks Financial Position (As of June 30) | Metric | June 30, 2025 (HK$ Million) | December 31, 2024 (HK$ Million) | | :--- | :--- | :--- | | Cash and bank balances | 348 | 467 | | Bank loans | 77 | – | | Total equity | 1,307 | 1,256 | - Shareholders' equity as of June 30, 2025, increased compared to December 31, 2024, primarily due to exchange gains arising from the translation of overseas subsidiaries' financial statements (mainly from the significant appreciation of the Euro against the Hong Kong Dollar since April of the current year)[80](index=80&type=chunk) - The Group enters into forward foreign exchange contracts to manage related foreign exchange risks[80](index=80&type=chunk) [Contingent Liabilities and Capital Commitments](index=19&type=section&id=Contingent%20Liabilities%20and%20Capital%20Commitments) Capital commitments as of June 30, 2025, primarily include a construction contract for a new three-story logistics facility in Hefei Industrial Park, which upon completion will create synergies with existing facilities and serve as the Group's distribution center for its China brand operations - Capital commitments as of June 30, 2025, primarily include commitments related to a construction contract entered into on April 2, 2025, by Hefei Union Asia Garment Co Ltd, a wholly-owned subsidiary of the Group established in China, with a selected contractor for the construction of a new three-story logistics facility on land owned by Hefei Union Asia in its Hefei Economic and Technological Development Zone Industrial Park, with a contract sum of **RMB45,139,583.50**[81](index=81&type=chunk) - Upon completion, this logistics facility will create synergies with existing facilities in the Hefei Industrial Park and will serve as the Group's distribution center for its China brand operations[81](index=81&type=chunk) [Human Resources](index=20&type=section&id=Human%20Resources) As of June 30, 2025, the Group's total headcount was approximately **6,220 employees**, who are provided with competitive remuneration and benefits, with discretionary bonuses and share options awarded to high-performing staff Employee Headcount (As of June 30) | Metric | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Total employees | 6,220 | 6,530 | - Employees are provided with reasonable and competitive remuneration and benefits, and high-performing employees are awarded discretionary bonuses and share options[82](index=82&type=chunk) [Outlook](index=20&type=section&id=Outlook) The Group anticipates the second half of 2025 to remain challenging, with **C.P. Company** focusing on data-driven direct-to-consumer strategies to counter wholesale declines, licensed brands investing in online channels and digital operations, and garment manufacturing continuing operational streamlining and efficiency improvements, all while strictly controlling costs and focusing on operational effectiveness, brand innovation, and product optimization for long-term growth - **C.P. Company** will address the decline in wholesale business by implementing a targeted and highly productive direct-to-consumer strategy, focusing on maximizing the performance of its existing physical and online stores[83](index=83&type=chunk) - For licensed brands, the second half of the year will see increased investment in online channels to drive growth and enhanced resource allocation for digital operations[84](index=84&type=chunk) - The garment manufacturing business will continue to streamline operations and enhance efficiency to maintain competitiveness and flexibility[85](index=85&type=chunk) - The Group will strictly control operating costs, continue to focus on enhancing operational effectiveness, brand innovation, and product optimization to strengthen its competitiveness and drive long-term value creation and sustainable growth[85](index=85&type=chunk) [Shareholder Information and Corporate Governance](index=21&type=section&id=Shareholder%20Information%20and%20Corporate%20Governance) This section covers disclosures of interests by directors and major shareholders, details of the share option scheme, compliance with the Corporate Governance Code, and other corporate governance matters [Disclosure of Interests](index=21&type=section&id=Disclosure%20of%20Interests) This section discloses the interests of directors and major shareholders in the company's shares, noting that Mr. Wang Jianzhong holds **66.76%** of the company's shares through controlled corporations, and his spouse, Ms. Sun Lin, is deemed to have the same interests [Directors' Interests in Securities](index=21&type=section&id=Directors'%20Interests%20in%20Securities) This note details the long positions held by directors in the company's shares through controlled corporations, including Mr. Wang Jianzhong's **66.76%** stake Directors' Interests in the Company's Shares (As of June 30, 2025) | Director's Name | Long/Short Position | Number of Shares Held (Through Controlled Corporations) | Approximate Percentage of Issued Share Capital | | :--- | :--- | :--- | :--- | | Mr. Wang Jianzhong | Long | 182,577,000 | 66.76% | Directors' Interests in Associated Corporation Huatai Ordinary Shares (As of June 30, 2025) | Director's Name | Long/Short Position | Number of Ordinary Shares Held (Through Spouse) | Approximate Percentage of Issued Share Capital | | :--- | :--- | :--- | :--- | | Ms. Wang Ku Yi Chun | Long | 2,500 | 0.03% | [Major Shareholders](index=21&type=section&id=Major%20Shareholders) This note identifies major shareholders and their interests in the company's shares, clarifying the ultimate beneficial ownership and deemed interests of Mr. Wang Jianzhong and his spouse, Ms. Sun Lin Major Shareholders' Interests in the Company's Shares (As of June 30, 2025) | Shareholder Name | Long/Short Position | Number of Shares Held | Approximate Percentage of Issued Share Capital | | :--- | :--- | :--- | :--- | | New Perfect Global Limited | Long | 182,577,000 | 66.76% | | Silver Tree Holdings Inc. | Long | 182,577,000 | 66.76% | | Sun Lin | Long | 182,577,000 | 66.76% | - Silver Tree Holdings Inc. is **100%** controlled by New Perfect Global Limited, which is wholly owned by Mr. Wang Jianzhong; Ms. Sun Lin, Mr. Wang Jianzhong's spouse, is deemed to have an interest in the same batch of shares in which Mr. Wang Jianzhong holds an interest through his controlled corporations[94](index=94&type=chunk) [Share Options](index=22&type=section&id=Share%20Options) The 2016 Share Option Scheme aims to grant share options to eligible persons; for the six months ended June 30, 2025, **832,000** options were granted, **877,000** exercised, **1,951,000** lapsed/cancelled, leaving **6,118,000** unexercised options at period-end - The Company's share option scheme (the **'2016 Share Option Scheme'**) was adopted by shareholders at the Company's annual general meeting held on June 6, 2016, to grant share options to eligible persons to subscribe for shares of the Company[92](index=92&type=chunk) Summary of Share Option Movements (For the six months ended June 30, 2025) | Metric | Number of Share Options | | :--- | :--- | | At January 1, 2025 | 8,114,000 | | Granted during the period | 832,000 | | Exercised during the period | (877,000) | | Lapsed/Cancelled | (1,951,000) | | At June 30, 2025 | 6,118,000 | - The total fair value of share options granted during the period was approximately **HK$635,000** and will be recognized as employee benefits expense over the vesting period[96](index=96&type=chunk) [Compliance with the Corporate Governance Code](index=24&type=section&id=Compliance%20with%20the%20Corporate%20Governance%20Code) The company has complied with all code provisions of Appendix C1 to the Listing Rules, the Corporate Governance Code, during the reporting period, except for a deviation from code provision C.2.1 where the roles of Chairman and Chief Executive Officer are combined and held by Mr. Wang Jianzhong, an arrangement the Board believes is in the Group's best interest - For the six months ended June 30, 2025, the Company has applied the principles and complied with all code provisions of Appendix C1 to the Listing Rules, the Corporate Governance Code, except for a deviation from code provision C.2.1, which stipulates that the roles of Chairman and Chief Executive Officer should be separate and not performed by the same individual[99](index=99&type=chunk) - The Board believes that Mr. Wang Jianzhong's dual role as Chairman of the Board and Chief Executive Officer is in the best interest of the Group, as it benefits the Board by having a Chairman who is familiar with the Group's business and can lead discussions and report on important matters and developments to the Board in a timely manner[99](index=99&type=chunk) [Purchase, Sale or Redemption of Listed Securities](index=24&type=section&id=Purchase,%20Sale%20or%20Redemption%20of%20Listed%20Securities) During the six months ended June 30, 2025, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities - During the six months ended June 30, 2025, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities[100](index=100&type=chunk) [Securities Transactions by Directors and Relevant Employees](index=24&type=section&id=Securities%20Transactions%20by%20Directors%20and%20Relevant%20Employees) All directors confirmed compliance with the Model Code for Securities Transactions by Directors of Listed Issuers during the reporting period, and the Board has adopted the Model Code as written guidelines for employees' dealings in the company's securities - Following specific enquiries made by the Company to each Director, all Directors have confirmed that they have complied with the required standards set out in the Model Code for Securities Transactions by Directors of Listed Issuers throughout the six months ended June 30, 2025[101](index=101&type=chunk) - The Board has adopted the Model Code as written guidelines for employees' dealings in the Company's securities[101](index=101&type=chunk) [Changes in Directors' Information](index=24&type=section&id=Changes%20in%20Directors'%20Information) During the reporting period, Professor Lin Chen was appointed as a member of the Nomination Committee, and Ms. Wang Ku Yi Chun retired as a Non-executive Director and Honorary Chairman of Johnson Electric Holdings Limited - Professor Lin Chen was appointed as a member of the Company's Nomination Committee on June 24, 2025[102](index=102&type=chunk) - Ms. Wang Ku Yi Chun retired as a Non-executive Director of Johnson Electric Holdings Limited (a company listed on the Stock Exchange) on July 17, 2025, and ceased to be its Honorary Chairman from the same date[103](index=103&type=chunk) [Interim Dividend](index=24&type=section&id=Interim%20Dividend) The Board of Directors resolved not to declare an interim dividend for the six months ended June 30, 2025 (2024: **HK$0.06** per share) - The Board of Directors resolved not to declare an interim dividend for the six months ended June 30, 2025 (2024: **HK$0.06** per share)[104](index=104&type=chunk) [Review of Financial Statements by Audit Committee](index=24&type=section&id=Review%20of%20Financial%20Statements%20by%20Audit%20Committee) The unaudited condensed consolidated interim financial statements and interim report for the six months ended June 30, 2025, have been reviewed by the Company's Audit Committee in conjunction with Group management - The Company's unaudited condensed consolidated interim financial statements and interim report for the six months ended June 30, 2025, have been reviewed by the Company's Audit Committee in conjunction with Group management[105](index=105&type=chunk)

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8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: | 2025年9月1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 50,000,0 ...

Core Insights - The company reported a significant decline in total revenue for the first half of 2025, amounting to HKD 1.676 billion, a 13% decrease compared to HKD 1.926 billion in the same period of 2024, indicating multiple pressures in a complex operating environment [2] - The company's profit attributable to equity shareholders plummeted by 97.32% to HKD 1.675 million from HKD 62.5 million year-on-year, with earnings per share dropping to HKD 0.006, far below market expectations [2] - The financial situation shows increased cash flow pressure, with cash and bank balances decreasing from HKD 467 million at the end of 2024 to HKD 348 million, alongside the addition of short-term bank loans of HKD 77 million [6] Revenue Breakdown - Brand business revenue was HKD 880 million, down 8% year-on-year, while garment business revenue fell sharply from HKD 974 million to HKD 796 million [2] - Major markets include China (29%), the UK (20%), Canada (15%), and Italy (11%), highlighting the geographical distribution of revenue [2] Garment Business Challenges - The garment business faced severe challenges, with high-end manufacturing revenue decreasing by 24%, accounting for 64% of the segment's income, down from 69% year-on-year [3] - A significant decline in customer demand has impacted profitability, with a slight decrease in gross margin [3] - The reliance on external customers has exposed vulnerabilities in the garment business, particularly during global economic slowdowns [3] Brand Business Performance - The company's own brand, C.P. Company, showed resilience with a 1% revenue increase and improved gross margin, demonstrating some risk mitigation capabilities [4] - Franchise brands, however, suffered from weak domestic consumer sentiment, with revenue declines ranging from 8% to 26% in the first half of 2025 [5] - The ongoing losses in franchise brands indicate deficiencies in brand management and market promotion strategies [5] Financial Condition - The company's cash and bank balances decreased by 25.5%, raising concerns about cash flow and operational funding needs [6] - The addition of short-term bank loans indicates a shift towards reliance on external financing to support operations [6] - Significant capital expenditures, such as the new logistics facility in Hefei costing RMB 45.14 million, raise questions about timing given the current performance pressures [6]

Core Viewpoint - Lianya Group (00458) reported a decline in revenue and profit for the six months ending June 30, 2025, primarily due to challenging market conditions and reduced customer demand [1] Financial Performance - The company achieved revenue of HKD 1.676 billion, a year-on-year decrease of 12.98% [1] - Profit attributable to equity shareholders was HKD 1.675 million, down 97.32% year-on-year [1] - Earnings per share stood at HKD 0.006 [1] Business Challenges - The decline in profit is attributed to a challenging market environment and ongoing uncertainties in global trade, leading to reduced demand from several clients [1] - The company's garment business experienced a decrease in both revenue and profit due to these adverse conditions [1] One-time Gains - In the first half of 2024, the company recognized a one-time gain of HKD 21 million from the sale of certain domestic land use rights and associated buildings, which was not recorded in the first half of 2025 [1]

Group 1 - The core point of the article is that Lianya Group (00458.HK) reported a decline in total revenue and profit for the first half of 2025 compared to the same period in 2024, indicating challenging market conditions and reduced customer demand [1] - The total revenue for the first half of 2025 was HKD 1.676 billion, down 13% from HKD 1.926 billion in the first half of 2024 [1] - The profit attributable to equity shareholders for the first half of 2025 was HKD 2 million, a significant decrease from HKD 63 million in the same period of 2024 [1] Group 2 - The decline in profit is attributed to a challenging market environment and increased competition, along with ongoing uncertainties in global trade, which have led to reduced demand from several customers [1] - In the first half of 2024, the company recognized a one-time gain of HKD 21 million from the sale of certain land use rights and associated buildings, which was not recorded in the first half of 2025 [1]

[2025 Interim Results Financial Summary](index=1&type=section&id=2025%20Interim%20Results%20Financial%20Summary) [Condensed Consolidated Interim Income Statement](index=1&type=section&id=Condensed%20Consolidated%20Interim%20Income%20Statement) The company reported HKD 1.676 billion in revenue, a 13% decrease, with profit attributable to equity holders significantly down to HKD 1.675 million and basic EPS at HKD 0.006 Key Data from Condensed Consolidated Interim Income Statement | Metric | 2025 (Thousand HKD) | 2024 (Thousand HKD) | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Revenue | 1,676,431 | 1,926,401 | -13.0% | | Gross Profit | 686,900 | 794,933 | -13.6% | | Operating Profit | 47,394 | 125,387 | -62.2% | | Profit for the Period | 3,546 | 63,903 | -94.5% | | Profit Attributable to Equity Holders of the Company | 1,675 | 62,532 | -97.3% | | Basic Earnings Per Share | HKD 0.006 | HKD 0.23 | -97.4% | [Condensed Consolidated Interim Statement of Comprehensive Income](index=2&type=section&id=Condensed%20Consolidated%20Interim%20Statement%20of%20Comprehensive%20Income) Total comprehensive income for the period significantly increased to HKD 98.9 million, primarily driven by favorable exchange differences from overseas subsidiaries Key Data from Condensed Consolidated Interim Statement of Comprehensive Income | Metric | 2025 (Thousand HKD) | 2024 (Thousand HKD) | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Profit for the Period | 3,546 | 63,903 | -94.5% | | Exchange differences arising from translation of financial statements of overseas subsidiaries | 94,405 | (36,347) | Turned from loss to profit | | Total Comprehensive Income for the Period | 98,900 | 25,978 | +280.7% | | Total Comprehensive Income Attributable to Equity Holders of the Company | 97,029 | 24,607 | +294.3% | [Condensed Consolidated Interim Statement of Financial Position](index=3&type=section&id=Condensed%20Consolidated%20Interim%20Statement%20of%20Financial%20Position) Total assets less current liabilities reached HKD 2.061 billion, with net assets at HKD 1.307 billion, showing growth, while cash and bank balances decreased Key Data from Condensed Consolidated Interim Statement of Financial Position | Metric | June 30, 2025 (Thousand HKD) | December 31, 2024 (Thousand HKD) | Change | | :--- | :--- | :--- | :--- | | Total Assets Less Current Liabilities | 2,061,022 | 1,999,278 | +3.1% | | Net Assets | 1,306,873 | 1,255,923 | +4.1% | | Net Current Assets | 808,769 | 807,774 | +0.1% | | Cash and Bank Balances | 348,043 | 466,554 | -25.4% | [Notes to the Financial Statements](index=4&type=section&id=Notes%20to%20the%20Financial%20Statements) [1. Compliance Statement and Basis of Preparation](index=4&type=section&id=1.%20Compliance%20Statement%20and%20Basis%20of%20Preparation) Interim financial statements are prepared under HKEX Listing Rules and HKAS 34, using consistent accounting policies with the 2024 annual financial statements - Financial statements are prepared in compliance with the Listing Rules and Hong Kong Accounting Standard 34[7](index=7&type=chunk) - Accounting policies are consistent with the 2024 annual financial statements, except for changes detailed in Note 2[7](index=7&type=chunk) [2. Changes in Accounting Policies](index=4&type=section&id=2.%20Changes%20in%20Accounting%20Policies) The Group applied HKAS 21 amendments on foreign currency exchange rates, which had no significant impact, and no other new standards were applied - Amendments to Hong Kong Accounting Standard 21 were applied, but with no significant impact on the Group[8](index=8&type=chunk) - No new standards or interpretations not yet effective were applied in this accounting period[9](index=9&type=chunk) [3. Estimates](index=4&type=section&id=3.%20Estimates) Management's judgments, estimates, and assumptions in financial statement preparation may lead to actual results differing from reported amounts - Management is required to make judgments, estimates, and assumptions when preparing financial statements[10](index=10&type=chunk) - Actual results may differ from these estimates[10](index=10&type=chunk) [4. Segment Information](index=5&type=section&id=4.%20Segment%20Information) The Group operates in garment manufacturing and brand business segments, with performance assessed by profit or loss before tax, and revenue from key international markets - The Group has two reportable segments: garment manufacturing and brand business[11](index=11&type=chunk) - Key operating decision-makers assess segment performance based on profit or loss before tax[11](index=11&type=chunk) [Business Segment Performance](index=5&type=section&id=Business%20Segment%20Performance) Garment manufacturing saw decreased revenue, EBITDA, and profit before tax, while brand business revenue and EBITDA also fell, but its loss before tax narrowed Segment Results Overview | Metric | 2025 (Thousand HKD) | 2024 (Thousand HKD) | Y-o-Y Change | | :--- | :--- | :--- | :--- | | **Garment Manufacturing Segment** | | | | | Revenue | 796,690 | 973,595 | -18.2% | | EBITDA | 84,276 | 137,528 | -38.7% | | Profit Before Tax | 66,333 | 122,085 | -45.6% | | **Brand Business Segment** | | | | | Revenue | 879,741 | 952,806 | -7.6% | | EBITDA | 78,135 | 79,486 | -1.7% | | Profit/(Loss) Before Tax | (40,003) | (61,448) | Loss narrowed | | **Total** | | | | | Revenue | 1,676,431 | 1,926,401 | -13.0% | | EBITDA | 164,174 | 260,270 | -36.9% | | Profit Before Tax | 23,687 | 97,141 | -75.6% | Other Segment Activities | Metric | 2025 (Thousand HKD) | 2024 (Thousand HKD) | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Impairment provision for receivables (net) | (1,869) | (3,226) | Loss reduced | | Reversal of write-down/(write-down) of inventories to net realisable value (net) | 13,686 | (27,564) | Turned from loss to profit | | Additions to property, plant and equipment (including right-of-use assets) | 72,352 | 99,561 | -27.3% | [Geographical Segment Revenue and Assets](index=7&type=section&id=Geographical%20Segment%20Revenue%20and%20Assets) Revenue is concentrated in China, UK, Canada, Italy, and Singapore, with China's share slightly down; non-current assets are mainly in China, Switzerland, and Thailand Revenue Analysis by Customer Location | Region | 2025 Revenue (Thousand HKD) | 2024 Revenue (Thousand HKD) | 2025 Share | 2024 Share | | :--- | :--- | :--- | :--- | :--- | | China | 483,648 | 580,312 | 28.8% | 30.1% | | United Kingdom | 340,460 | 430,296 | 20.3% | 22.3% | | Canada | 248,396 | 286,443 | 14.8% | 14.9% | | Italy | 183,000 | 204,151 | 10.9% | 10.6% | | Singapore | 73,276 | 72,064 | 4.4% | 3.7% | | Other Countries | 347,651 | 353,135 | 20.7% | 18.3% | | **Total** | **1,676,431** | **1,926,401** | **100%** | **100%** | - Non-current assets are primarily located in China (**HKD 658,820 thousand**), Switzerland (**HKD 244,816 thousand**), and Thailand (**HKD 71,914 thousand**)[17](index=17&type=chunk) - Revenue from two customers in the garment manufacturing segment accounted for approximately **13% and 13%** of the Group's total revenue (2024: 15% and 13%)[16](index=16&type=chunk) [5. Net Other Income](index=8&type=section&id=5.%20Net%20Other%20Income) Net other income significantly decreased to HKD 0.766 million, mainly due to the absence of a prior-year one-off asset sale gain and current-period impairment losses Composition of Net Other Income | Item | 2025 (Thousand HKD) | 2024 (Thousand HKD) | | :--- | :--- | :--- | | Government grants | 3,078 | 323 | | Impairment loss on property, plant and equipment | (4,999) | – | | Net (loss)/gain on disposal of property, plant and equipment | (1,205) | 19,465 | | Net gain on derecognition of right-of-use assets and lease liabilities | 1,666 | 855 | | Miscellaneous income | 2,226 | 2,334 | | **Total** | **766** | **22,977** | - The first half of 2024 included a gain of **HKD 20,923 thousand** from the disposal of certain unused leasehold land use rights and ancillary buildings in Mainland China[19](index=19&type=chunk) - The first half of 2025 recorded an impairment loss of **HKD 4,999 thousand** on property, plant and equipment for certain underperforming cash-generating units within the brand business[19](index=19&type=chunk) [6. Operating Profit](index=8&type=section&id=6.%20Operating%20Profit) Operating profit significantly decreased to HKD 47.394 million, driven by lower revenue, reduced net other income, and impairment losses, despite a slight rise in employee costs Items Deducted From/Included In Operating Profit | Item | 2025 (Thousand HKD) | 2024 (Thousand HKD) | | :--- | :--- | :--- | | Amortisation of intangible assets | 26,057 | 28,620 | | Depreciation expense – owned property, plant and equipment | 30,832 | 43,206 | | Depreciation expense – right-of-use assets | 54,892 | 63,057 | | Employee costs and staff welfare expenses | 378,438 | 373,354 | - Operating profit significantly decreased, primarily due to reduced revenue and a substantial decline in net other income[3](index=3&type=chunk)[34](index=34&type=chunk) [7. Finance Income and Costs](index=9&type=section&id=7.%20Finance%20Income%20and%20Costs) Finance income increased to HKD 3.969 million from bank deposits, while finance costs decreased to HKD 27.676 million due to lower interest expenses Finance Income and Costs | Item | 2025 (Thousand HKD) | 2024 (Thousand HKD) | | :--- | :--- | :--- | | **Finance Income** | | | | Interest income from bank deposits | 3,545 | 1,783 | | Imputed interest on long-term rental deposits | 424 | 354 | | **Total Finance Income** | **3,969** | **2,137** | | **Finance Costs** | | | | Interest on bank loans | 389 | 851 | | Interest on franchise fees payable | 22,602 | 24,361 | | Interest on lease liabilities | 4,685 | 5,171 | | **Total Finance Costs** | **27,676** | **30,383** | [8. Income Tax Expense](index=9&type=section&id=8.%20Income%20Tax%20Expense) Income tax expense was HKD 20.141 million, a decrease from HKD 33.238 million in the prior period, primarily due to lower profit from the garment manufacturing business Composition of Income Tax Expense | Item | 2025 (Thousand HKD) | 2024 (Thousand HKD) | | :--- | :--- | :--- | | Hong Kong profits tax | 5,564 | 16,204 | | Non-Hong Kong taxes | 9,942 | 15,147 | | Under/(over) provision in prior years | 2,913 | (100) | | Deferred income tax | 1,722 | 1,987 | | **Total Income Tax Expense** | **20,141** | **33,238** | - The decrease in income tax expense was primarily due to lower profit from the garment manufacturing business in the first half[47](index=47&type=chunk) [9. Earnings Per Share](index=10&type=section&id=9.%20Earnings%20Per%20Share) Basic earnings per share significantly decreased to HKD 0.006, down from HKD 0.23, mainly due to a substantial reduction in profit attributable to equity holders Earnings Per Share Data | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Profit Attributable to Equity Holders of the Company | 1,675 Thousand HKD | 62,532 Thousand HKD | | Weighted Average Number of Ordinary Shares in Issue During the Period | 272,775,684 shares | 271,776,561 shares | | Basic Earnings Per Share | HKD 0.006 | HKD 0.23 | | Diluted Earnings Per Share | HKD 0.006 | HKD 0.23 | [10. Dividends](index=10&type=section&id=10.%20Dividends) The Board resolved not to declare an interim dividend for H1 2025 (2024: HKD 0.06 per share), while the 2024 final dividend was paid - No interim dividend declared for the first half of 2025 (2024: **HKD 0.06 per share**)[25](index=25&type=chunk)[61](index=61&type=chunk) - The 2024 annual final dividend of **HKD 0.17 per share** was paid on July 17, 2025[25](index=25&type=chunk) [11. Inventories](index=11&type=section&id=11.%20Inventories) Total inventories increased to HKD 855 million, reflecting seasonal demand for the garment manufacturing segment's second-half shipments Composition of Inventories | Item | June 30, 2025 (Thousand HKD) | December 31, 2024 (Thousand HKD) | | :--- | :--- | :--- | | Raw materials | 141,922 | 74,862 | | Work in progress | 213,994 | 159,291 | | Finished goods | 475,307 | 517,785 | | Goods in transit | 23,715 | 29,264 | | **Total** | **854,938** | **781,202** | - The increase in raw materials and work in progress reflects seasonal demand for the garment manufacturing segment's second-half shipments[26](index=26&type=chunk) [12. Trade and Bills Receivables](index=11&type=section&id=12.%20Trade%20and%20Bills%20Receivables) Trade and bills receivables increased to HKD 541 million, with most customers having good credit and terms of 45-90 days; some receivables are sold for cash flow Trade and Bills Receivables | Item | June 30, 2025 (Thousand HKD) | December 31, 2024 (Thousand HKD) | | :--- | :--- | :--- | | Trade receivables measured at amortised cost (net of loss allowance) | 375,893 | 330,538 | | Trade receivables to be sold measured at fair value through other comprehensive income (revolving) | 165,007 | 122,507 | | **Total** | **540,900** | **453,045** | - Most customers for trade receivables have appropriate credit records, with credit terms mainly ranging from **45 to 90 days**[28](index=28&type=chunk) - The Group may sell certain trade receivables to financial institutions before their due date under customers' supplier financing programs[29](index=29&type=chunk) [13. Trade and Bills Payables](index=13&type=section&id=13.%20Trade%20and%20Bills%20Payables) Trade and bills payables decreased to HKD 301 million, with most supplier payment terms within 60 days Ageing Analysis of Trade and Bills Payables | Ageing | June 30, 2025 (Thousand HKD) | December 31, 2024 (Thousand HKD) | | :--- | :--- | :--- | | Less than 3 months | 267,182 | 289,622 | | 3 to 6 months | 8,970 | 19,757 | | Over 6 months | 24,476 | 19,633 | | **Total** | **300,628** | **329,012** | - Supplier payment terms are mostly within **60 days**[30](index=30&type=chunk) [14. Capital Commitments](index=13&type=section&id=14.%20Capital%20Commitments) Contracted capital commitments for property, plant and equipment totaled HKD 38.67 million, mainly for a new logistics facility in Hefei Industrial Park Capital Commitments | Item | June 30, 2025 (Thousand HKD) | December 31, 2024 (Thousand HKD) | | :--- | :--- | :--- | | Contracted but not provided for property, plant and equipment | 38,670 | – | - Capital commitments primarily include the construction of a new three-story logistics facility in Hefei Industrial Park, with a contract sum of **RMB 45,139,583.50**[32](index=32&type=chunk) [Management Discussion and Analysis](index=14&type=section&id=Management%20Discussion%20and%20Analysis) [Overview](index=14&type=section&id=Overview) Profit attributable to equity holders significantly decreased to HKD 2 million, impacted by challenging market conditions, reduced garment business profit, and no prior-year one-off asset sale gain - Profit attributable to equity holders: **HKD 2 million** (2024: **HKD 63 million**)[34](index=34&type=chunk) - The profit decline was mainly due to challenging and competitive market conditions, coupled with ongoing global trade uncertainties, leading to reduced demand from certain customers and a decrease in both revenue and profit for the garment manufacturing business[34](index=34&type=chunk) - No one-off gain of **HKD 21 million** was recognised in the first half of 2025 from the disposal of certain leasehold land use rights and ancillary buildings in Mainland China, as was the case in the first half of 2024[34](index=34&type=chunk) [Business Review](index=14&type=section&id=Business%20Review) C.P. Company maintained profitability, while licensed brands Nautica, Spyder, and Reebok faced declining revenue and worsening losses; garment manufacturing also saw reduced revenue and profit [Own Brands](index=14&type=section&id=Own%20Brands) C.P. Company revenue grew with increased profit, Cissonne shifts to online, while licensed brands Nautica and Spyder saw increased losses, and Reebok's loss narrowed [C.P. Company](index=14&type=section&id=C.P.%20Company) C.P. Company revenue grew 1% at constant exchange rates, driven by retail expansion, with brand profit increasing despite higher store expenses - C.P. Company's revenue increased by **1%** at constant exchange rates[35](index=35&type=chunk) - Retail channel revenue recorded high double-digit growth, primarily driven by the opening of new full-price and outlet stores[35](index=35&type=chunk) - The brand recorded profit growth, though partially offset by increased store expenses[35](index=35&type=chunk) [Cissonne](index=14&type=section&id=Cissonne) Cissonne, with five stores, will shift to an online-focused, pull-based operating model in H2 to reduce inventory and increase sales flexibility - Cissonne operates **five** stores[36](index=36&type=chunk) - The brand's sales model will change in the second half, using its own brand as the business foundation and online platforms as sales points, piloting a pull-based operating model[36](index=36&type=chunk) [Licensed Brands (Nautica, Spyder, Reebok)](index=15&type=section&id=Licensed%20Brands%20%28Nautica%2C%20Spyder%2C%20Reebok%29) Nautica and Spyder saw revenue declines and increased losses, while Reebok's revenue fell but operating losses decreased due to cost control - Nautica's revenue in the first half of 2025 decreased by **8%** year-on-year, with losses increasing compared to the prior period[37](index=37&type=chunk) - Spyder's revenue in the first half of 2025 also decreased by **26%** compared to the first half of 2024, with losses increasing year-on-year[37](index=37&type=chunk) - Reebok's revenue decreased by **21%** compared to the first half of 2024, but operating losses decreased year-on-year[38](index=38&type=chunk) - The Group has conducted a strategic review of its licensed brand portfolio to optimize resource allocation and support long-term growth[38](index=38&type=chunk) [Garment Manufacturing Business](index=15&type=section&id=Garment%20Manufacturing%20Business) Garment manufacturing revenue and profit declined due to market challenges and reduced demand, though Vietnamese factory orders increased, with ongoing efforts to enhance efficiency - Revenue and profit for the garment manufacturing business both decreased, primarily due to challenging and competitive market conditions, coupled with ongoing global trade uncertainties, leading to reduced demand from certain customers[39](index=39&type=chunk) - Orders for Vietnamese factories still increased during the period[39](index=39&type=chunk) - The Group continues to enhance production efficiency and competitiveness through implementing automation and streamlined operational measures[39](index=39&type=chunk) [Financial Performance Analysis](index=17&type=section&id=Financial%20Performance%20Analysis) Total revenue decreased by 13%, gross profit declined with stable margin, net other income significantly reduced, and expenses decreased, leading to lower garment profit but narrowed brand loss [Revenue](index=17&type=section&id=Revenue) Total revenue decreased by 13% to HKD 1.676 billion, with both brand and garment segments declining, and a seasonal skew towards the second half - The Group's total revenue for the first half of 2025 was **HKD 1.676 billion** (2024: **HKD 1.926 billion**), a **13%** decrease compared to the first half of 2024[41](index=41&type=chunk) - Revenue from the brand business decreased by **8%**, and revenue from the garment manufacturing business decreased by **18.2%**[41](index=41&type=chunk) - The Group's business is skewed towards the second half, primarily due to seasonal impacts from higher garment manufacturing and brand business product shipments during the autumn/winter and holiday seasons[42](index=42&type=chunk) [Gross Profit](index=17&type=section&id=Gross%20Profit) Total gross profit was HKD 687 million, with a gross margin of 41.0%, slightly down from 41.3%, primarily due to reduced revenue and mixed segment gross margin changes - The Group recorded an overall gross profit of **HKD 687 million** (2024: **HKD 795 million**), with a gross margin of **41.0%** (2024: **41.3%**)[43](index=43&type=chunk) - The decrease in gross profit was primarily due to reduced revenue[43](index=43&type=chunk) - Changes in customer revenue mix led to a slight decrease in the gross margin of the garment manufacturing business year-on-year, while the overall gross margin of the brand business slightly increased[43](index=43&type=chunk) [Net Other Income](index=18&type=section&id=Net%20Other%20Income) Net other income significantly decreased due to the absence of a prior-year one-off gain of HKD 21 million from asset disposals - In the first half of 2024, net other income included a gain of **HKD 21 million** from the disposal of certain unused leasehold land use rights and ancillary buildings in Mainland China[44](index=44&type=chunk) - No such one-off items were recorded in the current reporting period[44](index=44&type=chunk) [Selling and Distribution Expenses](index=18&type=section&id=Selling%20and%20Distribution%20Expenses) Selling and distribution expenses decreased due to lower commissions and store expenses for licensed brands, and reduced marketing and e-commerce costs for C.P. Company - Selling and distribution expenses decreased compared to the first half of 2024, primarily due to reduced retail partner commissions and store expenses for licensed brands[45](index=45&type=chunk) - C.P. Company's advertising and promotion expenses, as well as e-commerce and agency commissions, decreased[45](index=45&type=chunk) [General and Administrative Expenses](index=18&type=section&id=General%20and%20Administrative%20Expenses) General and administrative expenses increased year-on-year, despite cost control efforts, mainly due to higher exchange gains recorded in the prior period - General and administrative expenses reported in the current period increased compared to the first half of 2024, primarily due to higher exchange gains recorded in the first half of 2024[46](index=46&type=chunk) - The Group has controlled and reduced its general and administrative expenses[46](index=46&type=chunk) [Income Tax Expense](index=18&type=section&id=Income%20Tax%20Expense) Income tax expense decreased year-on-year, mainly due to reduced profit from the garment manufacturing business in the first half - Income tax expense decreased compared to the prior period, primarily due to lower profit from the garment manufacturing business in the first half[47](index=47&type=chunk) [Segment Results](index=18&type=section&id=Segment%20Results) Garment manufacturing profit declined due to lower revenue; brand business overall loss narrowed, with C.P. Company profit up, but Nautica and Spyder losses increased - The garment manufacturing business recorded a profit decrease due to reduced revenue[48](index=48&type=chunk) - The overall loss of the brand business narrowed compared to the prior period[48](index=48&type=chunk) - C.P. Company recorded an increase in profit; among licensed brands, Nautica and Spyder's operating losses increased, while Reebok's decreased[48](index=48&type=chunk) [Financial Resources and Liquidity](index=18&type=section&id=Financial%20Resources%20and%20Liquidity) Cash and bank balances were HKD 348 million, with short-term bank loans at HKD 77 million; shareholder equity increased due to Euro appreciation - As of June 30, 2025, cash and bank balances were **HKD 348 million** (December 31, 2024: **HKD 467 million**)[49](index=49&type=chunk) - As of June 30, 2025, the Group's short-term bank loans amounted to **HKD 77 million** (December 31, 2024: nil)[49](index=49&type=chunk) - Shareholders' equity increased compared to December 31, 2024, primarily due to exchange gains from the translation of overseas subsidiaries' financial statements (mainly from the significant appreciation of the Euro against the HKD since April of the current year)[51](index=51&type=chunk) [Contingent Liabilities and Capital Commitments](index=19&type=section&id=Contingent%20Liabilities%20and%20Capital%20Commitments) The main capital commitment is a RMB 45.14 million contract for a new logistics facility in Hefei, serving as the China brand business distribution center - Major capital commitments include a construction contract with Hefei Luen Thai for a new three-story logistics facility on land owned by Hefei Luen Thai within the Hefei Economic and Technological Development Zone Industrial Park[52](index=52&type=chunk) - The contract sum is **RMB 45,139,583.50**[52](index=52&type=chunk) - Upon completion, this logistics facility will create synergies with existing facilities in Hefei Industrial Park and serve as the distribution center for the Group's China brand business[52](index=52&type=chunk) [Human Resources](index=19&type=section&id=Human%20Resources) The Group had approximately 6,220 employees, a decrease from 6,530, with competitive remuneration and benefits, including discretionary bonuses and share options for top performers - As of June 30, 2025, the Group had approximately **6,220** employees (December 31, 2024: **6,530** employees)[54](index=54&type=chunk) - Employees are provided with reasonable and competitive remuneration and benefits, with outstanding performers also receiving discretionary bonuses and share options[54](index=54&type=chunk) [Outlook](index=20&type=section&id=Outlook) The market remains challenging; C.P. Company expects stable performance with D2C and new markets offsetting European wholesale decline; licensed brands will boost online investment; garment manufacturing will focus on efficiency; the Group will control costs and innovate for sustainable growth - C.P. Company anticipates a further decline in wholesale revenue from existing mature markets, but growth in Eastern Europe and Spain, along with new market opportunities in South America, Southeast Asia, and the Middle East, are expected to partially offset this decline[55](index=55&type=chunk) - The licensed brand business will increase investment in online channels to drive growth, enhance resource allocation for digital operations, and adopt data-driven marketing strategies[56](index=56&type=chunk) - The garment manufacturing business will continue to streamline operations and improve efficiency, leveraging its multi-region production bases, unique production systems, and flexible supply chain to collaborate closely with customers and navigate headwinds[56](index=56&type=chunk) - The Group will strictly control operating costs, continuing to focus on enhancing operational efficiency, brand innovation, and product optimization to strengthen its competitiveness and drive long-term value creation and sustainable growth[57](index=57&type=chunk) [Other Information](index=21&type=section&id=Other%20Information) [Compliance with Corporate Governance Code](index=21&type=section&id=Compliance%20with%20Corporate%20Governance%20Code) The Company complied with the Corporate Governance Code, except for the Chairman and CEO roles being combined, which the Board deems in the Group's best interest - The Company has consistently applied the principles and complied with all code provisions of Appendix C1, "Corporate Governance Code," of the Listing Rules, except for a deviation from code provision C.2.1[58](index=58&type=chunk) - Mr. Wang Jianzhong serves as both the Chairman and Chief Executive Officer, which constitutes a deviation from the aforementioned code provision C.2.1[58](index=58&type=chunk) - The Board believes that Mr. Wang Jianzhong holding both the Chairman and Chief Executive Officer roles is in the best interest of the Group[58](index=58&type=chunk) [Purchase, Sale or Redemption of Listed Securities](index=21&type=section&id=Purchase%2C%20Sale%20or%20Redemption%20of%20Listed%20Securities) Neither the Company nor its subsidiaries purchased, sold, or redeemed any of the Company's listed securities during the six months ended June 30, 2025 - During the six months ended June 30, 2025, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities[60](index=60&type=chunk) [Interim Dividend](index=21&type=section&id=Interim%20Dividend) The Board resolved not to declare an interim dividend for the six months ended June 30, 2025 (2024: HKD 0.06 per share) - The Board resolved not to declare an interim dividend for the six months ended June 30, 2025 (2024: **HKD 0.06 per share**)[61](index=61&type=chunk) [Review of Financial Statements by Audit Committee](index=21&type=section&id=Review%20of%20Financial%20Statements%20by%20Audit%20Committee) The Company's condensed consolidated interim financial statements and interim report for H1 2025 were reviewed by the Audit Committee and management - The Company's condensed consolidated interim financial statements and interim report for the six months ended June 30, 2025, have been reviewed by the Company's Audit Committee in conjunction with the Group's management[62](index=62&type=chunk)

Core Viewpoint - The company, Lianya Group (00458.HK), is set to hold a board meeting on August 21, 2025, to approve its interim financial results for the six months ending June 30, 2025, and to consider the distribution of an interim dividend if applicable [1]. Related Events - Lianya Group (00458.HK) plans to hold a board meeting on August 21 to approve interim results [1]. - The company expects an interim net profit ranging from 1 million to 10 million Hong Kong dollars [1].

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。 Tristate Holdings Limited（「本公司」）董事會（「董事會」）謹此宣佈，本公司將 於 2025年8月21日（星期四）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 6 月 30 日止六個月之中期業績公告，以及考慮派發中期股息 （如適用）。 承董事會命 公司秘書 陳文英 香港，2025年 8月 11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 ...