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 ...

Core Viewpoint - The company expects a significant decline in profit attributable to equity shareholders for the current interim period, projecting a profit range of approximately HKD 1 million to HKD 10 million, compared to HKD 62.5 million for the six months ending June 30, 2024 [1] Summary by Relevant Sections - **Profit Forecast**: The anticipated profit for the current interim period is between HKD 1 million and HKD 10 million, a stark decrease from HKD 62.5 million for the same period in the previous year [1] - **Reasons for Decline**: The primary reasons for the expected decrease in profit include: - (a) A reduction in customer demand due to a challenging and competitive market environment, leading to decreased revenue and segment profit in the garment business [1] - (b) The absence of one-time gains in the upcoming period, as the company recognized a non-recurring gain of HKD 21 million from the sale of certain land use rights and associated buildings in mainland China during the first half of 2024, which will not be repeated in the first half of 2025 [1]

Core Viewpoint - Lianya Group (00458) anticipates a significant decline in profit attributable to shareholders for the current interim period, projecting a profit between HKD 1 million and HKD 10 million, compared to HKD 62.5 million for the six months ending June 30, 2024 [1] Summary by Relevant Categories Financial Performance - The expected profit attributable to shareholders is projected to be between HKD 1 million and HKD 10 million for the current interim period [1] - For the six months ending June 30, 2024, the profit attributable to shareholders was HKD 62.5 million [1] Reasons for Profit Decline - The primary reasons for the anticipated decline in profit include: - A reduction in demand from several clients due to a challenging and competitive market environment, leading to decreased revenue and segment profit in the garment business [1] - The absence of one-time gains in the first half of 2025, as opposed to a non-recurring income of HKD 21 million recognized in the first half of 2024 from the sale of certain land use rights and associated buildings in mainland China [1]

Core Viewpoint - The company expects a significant decline in profit attributable to equity shareholders for the current interim period, projecting a profit range of approximately HKD 1 million to HKD 10 million, compared to HKD 62.5 million for the same period last year [1] Group 1: Financial Performance - The projected profit for the current interim period is significantly lower than the previous year's figure, indicating a potential decrease of up to 84% [1] - The decline in profit is attributed to reduced customer demand in a challenging market environment, impacting the garment business's revenue and segment profit [1] - The company recorded a non-recurring gain of HKD 21 million from the sale of certain land use rights and associated buildings in mainland China during the first half of 2024, which will not be repeated in the first half of 2025 [1]

盈利警告 本公告乃根據《上市規則》第 13.09 條及《證券及期貨條例》第 XIVA 部項下之 內幕消息條文（定義見《上市規則》）而作出。 董事會謹此通知股東及潛在投資者，根據本集團當前中期期間之未經審核管理 賬目及目前所得資料，本集團預期就當前中期期間所錄得之本公司權益股東應 佔溢利將介乎約100萬港元至1,000萬港元之間，而2024年6月30日止六個月期間 則錄得6,250萬港元。 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。 (b) 於2024年上半年，本集團因出售中國內地之若干租賃土地使用權及附屬建築 物而確認一筆2,100萬港元之非經常性收益；而於2025年上半年並無錄得該 類一次性項目。 本集團一直與我們客戶緊密合作以監察並應對業務挑戰。憑藉我們遍及多個地 區之生產基地及靈活之供應鏈，本集團將繼續透過自動化提升生產效率並精簡 營運，從而加強其競爭力。我們致力推動本集團之可持續長遠增長。 於本公告日期，本公司仍在落實本集團當前中期期間之 ...

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7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8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 | | 50,000,000 | FF301 本月底法定/註冊股 ...

Financial Performance - Tristate Holdings Limited reported revenue of HKD 4,183,746,000 for 2024, a slight decrease of 0.75% from HKD 4,215,667,000 in 2023[9]. - The net profit attributable to equity shareholders was HKD 156,015,000, down 8.9% from HKD 171,232,000 in the previous year[9]. - The overall gross profit for the company was HKD 1.715 billion in 2024, down 4% from HKD 1.783 billion in 2023, with a gross margin of 41.0%[32]. - EBITDA for the company was HKD 580 million in 2024, a decrease of 4% from HKD 602 million in 2023[28]. - The company's cash flow from operations was HKD 410 million in 2024, down 31% from HKD 590 million in 2023[28]. - The group's net profit attributable to equity shareholders was HKD 156 million in 2024, down from HKD 171 million in 2023[22]. Business Segment Performance - The apparel business continued to show strong performance, benefiting from increased customer orders, leading to a robust revenue and profit contribution[9]. - Nautica's revenue decreased by 20% compared to the post-pandemic growth in 2023, prompting the brand to close underperforming stores[12]. - Spyder's revenue decreased by 10%, while Reebok's revenue fell by 19% in 2024 compared to the previous year[13]. - The group's brand business revenue was HKD 2.025 billion in 2024, a decrease of 11% from 2023, with net losses increasing[14]. - The apparel business generated revenue of HKD 2.158 billion, representing a 12% increase compared to 2023, contributing strong profits[15]. Operational Strategies - The company plans to further expand production capacity in Vietnam in 2025 to meet rising demand[9]. - The group plans to enhance brand awareness and expand customer base for C.P. Company despite a soft market outlook[16]. - The company aims to enhance brand awareness and expand customer base through marketing strategies and collaborations despite a soft market outlook[42]. - The company is focused on improving operational efficiency and controlling costs in response to challenges in the global economic environment[43]. Corporate Governance - The board of directors consists of eight members, including one executive director and four independent non-executive directors, ensuring a 50% independence ratio[59]. - The company has adhered to the Corporate Governance Code, with a deviation regarding the roles of the chairman and CEO being held by the same individual[54][57]. - The nomination committee evaluates the independence of non-executive directors annually, ensuring compliance with the listing rules[60]. - The board meets at least four times a year, with regular meetings scheduled quarterly[71]. Sustainability and Environmental Initiatives - The company aims to promote responsible production in the apparel industry, exceeding legal requirements to create long-term sustainable value for stakeholders[119]. - The company reported a commitment to sustainable development practices integrated across various operational areas, enhancing its business capabilities[119]. - The company emphasizes reducing carbon emissions and waste during production to promote sustainability[126]. - The company aims to reduce energy consumption density by 8%, water consumption density by 5%, and greenhouse gas emissions density by 9% by 2025, using 2021 as the baseline[140]. Employee and Community Engagement - The company emphasizes equal opportunities for both genders in recruitment, employee development, and promotion[68]. - The company invests in employee development through training programs covering industry knowledge and safety standards, continuously assessing learning needs[182]. - The company has established a confidential reporting policy to encourage employees to report unethical behavior, ensuring protection for whistleblowers[186]. - C.P. Company made donations to the Eleonora Cocchia Vivere a Colori ONLUS Association for cancer research and prevention efforts[189]. Risk Management and Compliance - The company has implemented a zero discharge of hazardous chemicals (ZDHC) wastewater guideline and conducts annual testing to ensure compliance with industry standards[168]. - The board monitors ESG-related risks and ensures strategies are effective and appropriate[131]. - The company has established mechanisms to ensure independent opinions are considered in board decisions, with independent directors actively participating in meetings[60]. - The company maintains a zero-tolerance policy towards corruption and fraud, adhering to applicable anti-corruption laws and providing clear guidelines for employees[185][187].

Financial Performance - Revenue for the year ended December 31, 2024, was HKD 4,183,746, a slight decrease from HKD 4,215,667 in 2023, representing a decline of approximately 0.76%[3] - Profit attributable to equity shareholders was HKD 156,015, down from HKD 171,232 in 2023, reflecting a decrease of about 8.9%[4] - Basic and diluted earnings per share were both HKD 0.57, compared to HKD 0.63 in the previous year, indicating a decline of approximately 9.5%[3] - The total comprehensive income for the year was HKD 120,336, a decrease from HKD 184,550 in 2023, representing a decline of about 34.8%[5] - The group’s annual profit for 2024 was HKD 162,939 thousand, compared to HKD 180,173 thousand in 2023, reflecting a decrease of about 9.5%[18] - Total revenue for 2024 was HKD 4,183,746,000, a slight decrease from HKD 4,215,667,000 in 2023[22] - Revenue from China was HKD 1,193,708,000 in 2024, down from HKD 1,358,669,000 in 2023, representing a decrease of approximately 12.1%[22] - The overall gross profit was HKD 1.715 billion in 2024, down from HKD 1.783 billion in 2023, resulting in a gross margin of 41.0%[51] Dividends - The company declared a final dividend of HKD 0.17 per share[4] - The company declared a proposed final dividend of HKD 0.17 per share for 2024, down from HKD 0.19 per share in 2023[32] - The total dividend for the year will amount to HKD 0.23 per share, compared to HKD 0.25 in 2023[80] - The company declared an interim dividend of HKD 0.06 per share for 2024, consistent with 2023[79] Assets and Liabilities - Non-current assets decreased to HKD 1,191,504 from HKD 1,272,954 in 2023, a reduction of approximately 6.4%[6] - Current assets decreased to HKD 1,784,754 from HKD 1,843,724 in 2023, reflecting a decline of about 3.2%[6] - Total liabilities decreased to HKD 743,355 from HKD 804,497 in 2023, indicating a reduction of approximately 7.6%[6] - The company's net assets increased to HKD 1,255,923 from HKD 1,205,058 in 2023, representing an increase of about 4.2%[6] - The group’s total assets decreased to HKD 2,976,258 thousand in 2024 from HKD 3,116,678 thousand in 2023, a decline of about 4.5%[20] - Total liabilities for the group decreased to HKD 1,720,335 thousand in 2024 from HKD 1,911,620 thousand in 2023, a reduction of approximately 10.0%[20] Segment Performance - The group reported segment revenue for the Apparel division of HKD 2,350,053 thousand in 2024, up from HKD 2,036,739 thousand in 2023, representing an increase of approximately 15.4%[18] - The Brand business segment revenue decreased to HKD 2,025,773 thousand in 2024 from HKD 2,283,328 thousand in 2023, a decline of about 11.3%[18] - The group’s EBITDA for the Apparel segment increased to HKD 317,317 thousand in 2024 from HKD 279,595 thousand in 2023, an increase of around 13.5%[18] - The Brand segment reported an EBITDA of HKD 224,547 thousand in 2024, down from HKD 303,904 thousand in 2023, a decrease of approximately 26.1%[18] Impairments and Losses - The company reported a net loss of HKD 24,543,000 from impairment of property, plant, and equipment in 2024, compared to a loss of HKD 6,176,000 in 2023[28] - The company recorded a net impairment loss of HKD 25 million on property, plant, and equipment, a significant increase from HKD 6 million in 2023[52] Cash Flow and Financing - Cash flow from operations decreased by 31% to HKD 410 million in 2024[47] - Financing income increased to HKD 3,853,000 in 2024 from HKD 3,516,000 in 2023, reflecting a growth of approximately 9.6%[30] - The total tax expense for 2024 was HKD 83,717,000, compared to HKD 67,244,000 in 2023, indicating an increase of about 24.6%[30] Strategic Initiatives - The company plans to enhance its e-commerce performance by taking over its online platform from third-party partners starting May 2024[42] - The company plans to expand its production capacity in Vietnam in 2025 to meet rising demand[46] - The company is reviewing its franchise brand portfolio and may adjust its business strategy for Reebok[45] - The company aims to enhance brand awareness and expand customer base through marketing strategies and collaborations, focusing on existing wholesale markets and further expanding distribution networks in Europe and overseas[61] Risk Management - The group has established a corporate risk management mechanism to identify, assess, and manage risks, including environmental, social, and governance risks[63] - Key risks include macroeconomic environment, rising costs, and changes in business partner strategies, which could impact operations and financial stability[64] - The group actively monitors local government policies and regulatory changes to mitigate risks associated with legal and tax regulations[66] Governance and Compliance - The company has adhered to the principles of the Corporate Governance Code, with a noted deviation regarding the roles of the Chairman and CEO[75] - The company’s financial statements for the year ending December 31, 2024, have been reviewed by the audit committee alongside the management[74] - The group emphasizes a culture of attracting, motivating, and retaining talent, offering competitive compensation and benefits[70] Employee and Social Responsibility - The group employed approximately 6,530 staff as of December 31, 2024, an increase from 6,370 in 2023, with competitive compensation and benefits provided[60] - The company has been participating in various charitable activities, including donations to the Salvation Army, reflecting its commitment to social responsibility[72]

Financial Performance - Revenue for the six months ended June 30, 2024, was HKD 1,926,401, a decrease of 6.3% compared to HKD 2,055,381 for the same period in 2023[9]. - Gross profit for the same period was HKD 794,933, down 9.4% from HKD 877,319 in 2023[9]. - Operating profit decreased to HKD 125,387, a decline of 14.5% from HKD 146,614 in the previous year[9]. - Profit before tax was HKD 97,141, down 15.5% from HKD 114,985 in 2023[9]. - Net profit for the period was HKD 63,903, a decrease of 18.1% compared to HKD 78,105 in the same period last year[9]. - Basic earnings per share for the period was HKD 0.23, down from HKD 0.27 in 2023[9]. - Total revenue for the group was HKD 1,993,621,000, compared to HKD 2,095,573,000 in the prior period, reflecting a decrease of 4.9%[17]. - The group reported a net profit of HKD 63,903,000, down from HKD 78,105,000, indicating a decline of 18.1%[17]. Assets and Liabilities - Total assets as of June 30, 2024, were HKD 1,824,950, slightly down from HKD 1,843,724 at the end of 2023[11]. - As of June 30, 2024, the total equity amounted to HKD 1,177,650, a decrease of 2.3% from HKD 1,205,058 as of December 31, 2023[12]. - The company's non-current liabilities decreased to HKD 775,119 as of June 30, 2024, down from HKD 804,497 at the end of 2023, reflecting a reduction of 3.6%[12]. - Current liabilities decreased to HKD 1,123,794 from HKD 1,107,123 at the end of 2023, reflecting a slight increase in financial stability[11]. - Cash and bank balances decreased to HKD 182,822,000 as of June 30, 2024, down 60.5% from HKD 462,655,000 as of December 31, 2023[47]. Inventory and Receivables - Inventory increased to HKD 952,122,000, up from HKD 741,108,000 at the end of 2023, indicating a 28.4% rise[11]. - The company experienced an increase in inventory write-downs to HKD 27,564 for the six months ended June 30, 2024, compared to HKD 16,622 in the previous year, representing a 65.5% increase[15]. - Accounts receivable as of June 30, 2024, amounted to HKD 401,677,000, a decrease of 4.3% from HKD 421,889,000 as of December 31, 2023[45]. - The aging of accounts receivable shows that amounts less than 3 months increased to HKD 572,031,000 from HKD 523,316,000, representing a growth of 9.3%[45]. Segment Performance - Revenue for the apparel segment reached HKD 1,040,680,000, an increase from HKD 966,921,000 in the previous year, representing a growth of 7.6%[17]. - Brand business revenue was HKD 952,941,000, down from HKD 1,128,652,000, indicating a decline of 15.6%[17]. - The pre-tax profit for the apparel segment was HKD 122,085,000, compared to HKD 124,548,000 in the previous year, showing a decrease of 2.0%[17]. - Nautica's revenue decreased by 20% in the first half of 2024 compared to the same period in 2023, reflecting a weaker domestic market in China and cautious consumer spending[63]. - Reebok's revenue in the first half of 2024 decreased by 17% compared to the previous year, attributed to slowing consumer demand and ongoing brand restructuring efforts[63]. Cash Flow and Dividends - The operating cash flow for the six months ended June 30, 2024, was a net cash outflow of HKD 212,768, a significant decline from a net inflow of HKD 82,267 in the prior year[15]. - The company paid dividends to non-controlling interests amounting to HKD 3,309 during the period[13]. - The interim dividend declared on August 26, 2024, is HKD 0.06 per share, consistent with the previous year[34]. Shareholder Information - The total issued and fully paid ordinary shares increased to 272,601,253 as of June 30, 2024, from 271,607,253 as of December 31, 2023[54]. - The company’s major shareholder, New Perfect Global Limited, holds 182,577,000 shares, also accounting for approximately 66.98% of the total issued share capital[75]. - The company has a stock option plan adopted on June 6, 2016, to grant options to eligible persons to subscribe for shares[77]. Corporate Governance - The company has adhered to the principles of the Corporate Governance Code, with a noted deviation regarding the roles of the Chairman and CEO being held by the same individual[83]. - All directors confirmed compliance with the Standard Code for securities trading during the reporting period[85]. - The audit committee reviewed the interim financial statements for the six months ended June 30, 2024[90].