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 | | | 致：香港交易及結算所有限公司 公司名稱: 非凡領越有限公司 呈交日期: 2025年10月3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) | 00933 | 說明 | | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 20,000,000,000 | HKD | | 0.05 | HKD | | 1,000,000,000 | | 增加 / 減少 (-) | | | | | | | HKD | | | | 本月底結存 | | | 20,000,000,000 | HKD | | 0.05 | HKD | | 1,000,000,000 | | 2. 股份分類 | 優先股 | 股份類別 ...

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: 非凡領越有限公司 呈交日期: 2025年9月2日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 00933 | 說明 | | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 20,000,000,000 | HKD | | 0.05 | HKD | | 1,000,000,000 | | 增加 / 減少 (-) | | | | | | | HKD | | | | 本月底結存 | | | 20,000,000,000 | HKD | | 0.05 | HKD | | ...

非凡领越(00933)公布2025年中期业绩，收益约48.1亿港元，同比减少5.7%;毛利约22.06亿港元，同比减 少7%;公司权益持有人应占溢利1.815亿港元，同比增长60.9%;每股溢利1.57港仙。 公告称，收益减少主要是由于多品牌鞋服分部的收益减少所导致，尤其是Clarks及堡狮龙业务。 整体毛利率由46.5%下降0.6%至45.9%。毛利率下降乃主要由于堡狮龙及其他消费品业务的毛利率下降 所致，该下降被Clarks及运动体验业务的毛利率上升部分抵销。溢利增加主要由于本期加强成本控制措 施而导致营运费用减少，但被因收益减少导致毛利减少而部分抵销。 ...

Group 1 - The core viewpoint of the article is that Non-Fungible Holdings (00933) reported a decrease in revenue for the first half of 2025, primarily due to a decline in the multi-brand footwear and apparel segment, particularly from Clarks and BOSS [1] - Revenue for the period was approximately HKD 4.81 billion, a year-on-year decrease of 5.7% [1] - Gross profit was approximately HKD 2.206 billion, reflecting a year-on-year decrease of 7% [1] Group 2 - The profit attributable to equity holders increased to HKD 181.5 million, representing a year-on-year growth of 60.9% [1] - Earnings per share were reported at HKD 0.0157 [1] - The overall gross margin decreased from 46.5% to 45.9%, a decline of 0.6%, primarily due to lower gross margins in the BOSS and other consumer goods segments, although this was partially offset by an increase in gross margins from Clarks and the sports experience business [1] Group 3 - The increase in profit was mainly attributed to enhanced cost control measures that led to a reduction in operating expenses, although this was partially offset by the decrease in gross profit due to reduced revenue [1]

Group 1 - The company reported a revenue of HKD 4.81 billion for the mid-term of 2025, representing a year-on-year decrease of 5.7% [1] - The profit attributable to equity holders increased to HKD 182 million, showing a year-on-year growth of 60.9% [1] - Adjusted EBITDA reached HKD 610 million, reflecting a year-on-year increase of 13.6% [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。 VIVA GOODS COMPANY LIMITED 非凡領越有限公司 （於開曼群島註冊成立之有限公司） 承董事會命 非凡領越有限公司 主席兼聯席行政總裁 李寧 （股份代號：933） 香港，二零二五年八月二十二日 變更開曼群島主要股份過戶登記處及註冊辦事處 執行董事： 李寧先生 （主席兼聯席行政總裁） Victor HERRERO先生 （聯席行政總裁） 李春陽先生 李麒麟先生 非凡領越有限公司（「本公司」）董事（「董事」）會（「董事會」）謹此宣佈，自二零二五年九月一日起， 本公司於開曼群島之主要股份過戶登記處及本公司註冊辦事處將更改為：- Harneys Fiduciary (Cayman) Limited 4th Floor, Harbour Place 103 South Church Street P.O. Box 10240 Grand Cayman KY1-1002 Cayman Islands ...

VIVA GOODS COMPANY LIMITED 非凡領越有限公司 (Incorporated in the Cayman Islands with limited liability) （於開曼群島註冊成立之有限公司） (Stock Code: 933) （股份代號：933） NOTIFICATION LETTER 通知信函 Should you have any queries relating to this notification, please call the Branch Share Registrar's telephone hotline at (852) 2980 1333 from 9:00 a.m. to 6:00 p.m. Monday to Friday (excluding public holidays). By Order of the Board Viva Goods Company Limited LI Ning Chairman & Co-Chief Executive Officer Notes: 22 August 2025 Dear Non-register ...

VIVA GOODS COMPANY LIMITED 非凡領越有限公司 (Incorporated in the Cayman Islands with limited liability) （於開曼群島註冊成立之有限公司） (Stock Code: 933) （股份代號：933） By Order of the Board Viva Goods Company Limited LI Ning Chairman & Co-Chief Executive Officer Notes. NOTIFICATION LETTER 通知信函 22 August 2025 Dear Registered Shareholders, Viva Goods Company Limited (the "Company") Notification of publication of Interim Report 2025 (the "Current Corporate Communication") The English and Chinese versions of the Company's Current Corpor ...

Financial Review 財務回顧 RESULTS Revenue Breakdown by segment 業績 收益 按分部劃分 | | | | | For the six months ended 30 June | | | | --- | --- | --- | --- | --- | --- | --- | | | | | | 截至六月三十日止六個月 | | | | | | 2025 | | 2024 | | Changes | | | | 二零二五年 | | 二零二四年 | | 變幅 | | | | HK$'000 | % of revenue | HK$'000 | % of revenue | % | | | | 千港元 | 佔收益百分比 | 千港元 | 佔收益百分比 | 百分比 | | Clarks | Clarks | 4,148,485 | 86.3% | 4,378,465 | 85.9% | -5.3% | | Bossini | 堡獅龍 | 140,329 | 2.9% | 267,241 | 5.2% | -47.5% | | Other consumable busin ...

[Interim Results Overview](index=1&type=section&id=Interim%20Results%20Overview) This section provides a high-level overview of the company's financial performance and operational highlights for the interim period [Financial Summary](index=1&type=section&id=Financial%20Summary) Despite a 5.7% revenue decrease, the company achieved substantial profit and adjusted EBITDA growth through improved cost control and operational efficiency | Indicator | 2025 (HK$'000) | 2024 (HK$'000) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 4,810,470 | 5,099,917 | (5.7%) | | Gross Profit | 2,205,955 | 2,372,059 | (7.0%) | | Profit Attributable to Equity Holders of the Company | 181,503 | 112,807 | 60.9% | | Adjusted EBITDA | 610,077 | 536,920 | 13.6% | - Profit and adjusted EBITDA growth primarily resulted from enhanced cost control measures and improved operational efficiency[4](index=4&type=chunk) [Operational Update](index=1&type=section&id=Operational%20Update) Clarks strategically reduced procurement, optimized product mix, and lowered discounts in response to economic uncertainty, leading to a slight revenue decline but increased gross margin and a turnaround to profitability - Clarks strategically reduced procurement, optimized product portfolio, and lowered discounts, resulting in a slight revenue decrease but an increase in gross margin[5](index=5&type=chunk) - Clarks achieved a turnaround to profitability in the first half through continuous restructuring measures and significant improvements in operational efficiency[5](index=5&type=chunk) [Board Composition](index=2&type=section&id=Board%20Composition) This section details the structure and members of the company's Board of Directors [Board of Directors](index=2&type=section&id=Board%20of%20Directors) As of the announcement date, the Board comprises executive, non-executive, and independent non-executive directors, including Mr. Li Ning as Chairman and Co-CEO - The Board of Directors includes executive directors, non-executive directors, and independent non-executive directors[6](index=6&type=chunk) - Mr. Li Ning serves as Chairman and Co-Chief Executive Officer[6](index=6&type=chunk) [Financial Review](index=4&type=section&id=Financial%20Review) This section provides a detailed analysis of the group's financial performance, including revenue, gross profit, expenses, and overall financial position [Revenue Analysis](index=4&type=section&id=Revenue%20Analysis) For the six months ended June 30, 2025, the group's consolidated revenue decreased by 5.7% to HK$4.81 billion, primarily due to reduced revenue from the multi-brand apparel and footwear segment | Indicator | 2025 (HK$'000) | 2024 (HK$'000) | Change (%) | | :--- | :--- | :--- | :--- | | Total Revenue | 4,810,470 | 5,099,917 | -5.7% | | Multi-brand Apparel and Footwear | 4,553,615 | 4,842,294 | -6.0% | | Sports Experience | 256,855 | 257,623 | -0.3% | - The decrease in revenue is primarily attributable to declines in the multi-brand apparel and footwear segment, particularly the Clarks and Bossini businesses[11](index=11&type=chunk)[14](index=14&type=chunk) [Revenue by Segment](index=4&type=section&id=Revenue%20by%20Segment) Clarks business accounted for 86.3% of total revenue but saw a 5.3% decline, mainly due to weak consumer sentiment in Europe and the US, while Bossini's revenue significantly dropped by 47.5% due to product and channel repositioning | Segment | 2025 (HK$'000) | % of Revenue | 2024 (HK$'000) | % of Revenue | Change (%) | | :--- | :--- | :--- | :--- | :--- | :--- | | Clarks | 4,148,485 | 86.3% | 4,378,465 | 85.9% | -5.3% | | Bossini | 140,329 | 2.9% | 267,241 | 5.2% | -47.5% | | Other Consumer Goods Businesses | 264,801 | 5.5% | 196,588 | 3.8% | 34.7% | - Clarks' revenue decreased by **5.3%**, primarily impacted by economic uncertainty and high cost of living in Europe and the US[12](index=12&type=chunk)[14](index=14&type=chunk) - Bossini's revenue significantly declined by **47.5%** due to product and channel repositioning during the period[13](index=13&type=chunk)[14](index=14&type=chunk) [Revenue by Sales Channel](index=4&type=section&id=Revenue%20by%20Sales%20Channel) Clarks' online channel revenue grew by 9.7%, while its direct-operated stores and wholesale channels declined; Bossini experienced significant revenue decreases across all sales channels, with wholesale and other channels dropping by 82.6% | Brand | Channel | 2025 (HK$'000) | % of Revenue | 2024 (HK$'000) | % of Revenue | Change (%) | | :--- | :--- | :--- | :--- | :--- | :--- | | Clarks | Direct-operated Stores | 1,605,784 | 38.7% | 1,662,680 | 38.0% | -3.4% | | | Wholesale and Others | 1,913,243 | 46.1% | 2,142,194 | 48.9% | -10.7% | | | Online Channels | 629,458 | 15.2% | 573,591 | 13.1% | 9.7% | | Bossini | Direct-operated Stores | 135,440 | 96.6% | 244,483 | 91.5% | -44.6% | | | Wholesale and Others | 3,286 | 2.3% | 18,856 | 7.1% | -82.6% | | | Online Channels | 1,603 | 1.1% | 3,902 | 1.4% | -58.9% | [Gross Profit and Gross Profit Margin](index=6&type=section&id=Gross%20Profit%20and%20Gross%20Profit%20Margin) For the six months ended June 30, 2025, the group's gross profit decreased by 7.0% to HK$2.21 billion, aligning with the revenue decline, while the overall gross profit margin slightly decreased to 45.9% due to Bossini and other consumer goods businesses | Indicator | 2025 (HK$'000) | Gross Margin | 2024 (HK$'000) | Gross Margin | Change (%) | | :--- | :--- | :--- | :--- | :--- | :--- | | Total Gross Profit | 2,205,955 | 45.9% | 2,372,059 | 46.5% | -7.0% | | Clarks Gross Profit | 2,020,499 | 48.7% | 2,129,938 | 48.6% | -5.1% | | Bossini Gross Profit | 66,262 | 47.2% | 131,923 | 49.4% | -49.8% | - Clarks' gross profit margin increased by **0.1 percentage point to 48.7%**, primarily due to effective product cost control[19](index=19&type=chunk)[20](index=20&type=chunk) - Bossini's gross profit margin decreased by **2.2 percentage points to 47.2%**, mainly due to increased discounts in retail stores to clear old inventory[21](index=21&type=chunk)[25](index=25&type=chunk) [Other Income and Other Gains/(Losses) – Net](index=7&type=section&id=Other%20Income%20and%20Other%20Gains%2F(Losses)%20%E2%80%93%20Net) Net other income and gains for the period increased to HK$85.3 million from HK$60.5 million in the prior year, primarily driven by foreign exchange gains despite reduced interest income and government subsidies | Indicator | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Other Income and Other Gains/(Losses) – Net | 85,342 | 60,455 | | Interest Income | 6,996 | 21,640 | | Government Subsidies | 18,345 | 32,730 | | Foreign Exchange Gains/(Losses) | 53,146 | (35,643) | - Foreign exchange gains of **HK$53.1 million** were a major growth factor, a turnaround from a loss of HK$35.6 million in the prior year[22](index=22&type=chunk)[26](index=26&type=chunk) [Selling and Distribution Expenses](index=7&type=section&id=Selling%20and%20Distribution%20Expenses) Selling and distribution expenses decreased by HK$251.4 million to HK$1.54 billion year-on-year, mainly due to enhanced cost management, reduced staff costs from store closures, and no impairment losses on property, plant, and equipment or right-of-use assets | Indicator | 2025 (HK$'000) | 2024 (HK$'000) | Change (HK$'000) | | :--- | :--- | :--- | :--- | | Selling and Distribution Expenses | 1,543,475 | 1,794,879 | (251,404) | - Significant reductions in staff costs and the absence of asset impairment losses were the primary reasons for the decrease in expenses[23](index=23&type=chunk)[27](index=27&type=chunk) [Administrative and Other Operating Expenses](index=7&type=section&id=Administrative%20and%20Other%20Operating%20Expenses) Administrative and other operating expenses decreased to HK$664.9 million year-on-year, primarily due to enhanced cost management and the absence of one-off restructuring expenses | Indicator | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Administrative and Other Operating Expenses | 664,900 | 791,700 | - The reduction in expenses primarily resulted from improved cost management and the absence of one-off restructuring expenses, which were HK$64.2 million in the prior year[24](index=24&type=chunk)[28](index=28&type=chunk) [Finance Costs – Net](index=8&type=section&id=Finance%20Costs%20%E2%80%93%20Net) Net finance costs for the period increased to HK$76.0 million, mainly due to a decrease in interest income from defined benefit plans | Indicator | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Finance Costs – Net | 76,009 | 71,863 | - The increase in net finance costs was primarily due to a decrease in interest income from defined benefit plans[30](index=30&type=chunk)[33](index=33&type=chunk) [Share of Profits less Losses of Associates and Joint Ventures](index=8&type=section&id=Share%20of%20Profits%20less%20Losses%20of%20Associates%20and%20Joint%20Ventures) Share of profits from associates and joint ventures increased to HK$258.4 million, mainly due to the group's increased ownership interest in Shanghai Double Happiness Co Ltd | Indicator | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Share of Profits less Losses of Associates and Joint Ventures | 258,416 | 240,000 | - The increase in profit was primarily due to the group's ownership interest in Shanghai Double Happiness increasing from **10.0% to 19.5%**[31](index=31&type=chunk)[34](index=34&type=chunk) [Profit Attributable to Equity Holders of the Company](index=8&type=section&id=Profit%20Attributable%20to%20Equity%20Holders%20of%20the%20Company) Net profit attributable to equity holders of the company increased to HK$181.5 million, a 60.9% year-on-year growth, primarily benefiting from reduced operating expenses due to cost control measures, partially offset by lower gross profit from decreased revenue | Indicator | 2025 (HK$'000) | 2024 (HK$'000) | Change (HK$'000) | | :--- | :--- | :--- | :--- | | Profit Attributable to Equity Holders of the Company | 181,503 | 112,807 | 68,696 | - Profit growth is primarily attributed to reduced operating expenses resulting from enhanced cost control measures[32](index=32&type=chunk)[35](index=35&type=chunk) [Non-HKFRS Measure](index=9&type=section&id=Non-HKFRS%20Measure) Adjusted EBITDA, a non-HKFRS measure, provides additional information for comparing core operating performance by excluding non-cash and non-recurring restructuring items, with a 13.6% increase to HK$610.1 million during the period - Adjusted EBITDA aims to provide core operating performance by excluding non-cash and non-recurring items such as impairment losses on property, plant, and equipment, right-of-use assets, and restructuring expenses[36](index=36&type=chunk)[38](index=38&type=chunk) [Adjusted EBITDA Definition](index=9&type=section&id=Adjusted%20EBITDA%20Definition) Adjusted EBITDA is calculated by adding net finance costs, depreciation of property, plant, and equipment and right-of-use assets, and amortization of intangible assets to profit before income tax, then subtracting interest income, and excluding impairment losses and restructuring expenses - The calculation method is: Profit Before Income Tax + Net Finance Costs + Depreciation & Amortization - Interest Income - Asset Impairment - Restructuring Expenses[37](index=37&type=chunk)[38](index=38&type=chunk) [Adjusted EBITDA Reconciliation](index=10&type=section&id=Adjusted%20EBITDA%20Reconciliation) For the six months ended June 30, 2025, Adjusted EBITDA increased by HK$73.2 million or 13.6% to HK$610.1 million, primarily due to reduced operating expenses, partially offset by lower gross profit from decreased revenue | Indicator | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Profit Before Income Tax | 265,373 | 13,993 | | Net Finance Costs | 76,009 | 71,863 | | Interest Income | (6,996) | (21,640) | | Depreciation and Amortization | 275,691 | 306,945 | | Impairment of Property, Plant and Equipment | – | 22,450 | | Impairment of Right-of-Use Assets | – | 79,093 | | Restructuring Expenses | – | 64,216 | | Adjusted EBITDA | 610,077 | 536,920 | - Adjusted EBITDA increased by **13.6%**, primarily due to reduced operating expenses, partially offset by lower gross profit from decreased revenue[41](index=41&type=chunk)[42](index=42&type=chunk) [Segment Results](index=11&type=section&id=Segment%20Results) The multi-brand apparel and footwear segment experienced a revenue decline but achieved operating profit, while the sports experience segment saw a slight revenue decrease and reduced operating profit | Segment | 2025 Revenue (HK$'000) | 2024 Revenue (HK$'000) | 2025 Segment Results (HK$'000) | 2024 Segment Results (HK$'000) | | :--- | :--- | :--- | :--- | :--- | | Multi-brand Apparel and Footwear | 4,553,615 | 4,842,294 | 123,496 | (141,214) | | Sports Experience | 256,855 | 257,623 | 21,367 | 35,912 | [Multi-brand Apparel and Footwear Business](index=11&type=section&id=Multi-brand%20Apparel%20and%20Footwear%20Business) The group continues to expand its multi-brand apparel and footwear business, focusing on diversified product lines, with Clarks implementing a "China for China" strategy and Bossini undergoing brand transformation through cycling team sponsorships and product design upgrades - The group is committed to developing diversified product series to meet consumer demands in sports leisure, light luxury, and high-end luxury segments[43](index=43&type=chunk)[47](index=47&type=chunk) [Clarks Brand Strategy and Performance](index=11&type=section&id=Clarks%20Brand%20Strategy%20and%20Performance) Clarks continues to adjust its products and channels, implementing a "China for China" strategy in Greater China to develop products suitable for Chinese consumers and enhance brand image through new concept stores - Clarks is implementing a "China for China" strategy in Greater China, developing products tailored for Chinese consumers and opening new concept stores to enhance brand image[44](index=44&type=chunk)[47](index=47&type=chunk) [Bossini Brand Transformation and Performance](index=11&type=section&id=Bossini%20Brand%20Transformation%20and%20Performance) Bossini is injecting cycling sports spirit into its brand by sponsoring national and Hong Kong cycling teams, integrating cycling elements and upgraded sports fabrics into product design, and blending with lifestyle trends - Bossini is transforming its brand through cycling team sponsorships and product design, developing professional sportswear and sports fashion categories[45](index=45&type=chunk)[47](index=47&type=chunk) [Segment Financial Performance](index=11&type=section&id=Segment%20Financial%20Performance_Multi-brand%20Apparel) The multi-brand apparel and footwear segment's revenue decreased by HK$288.7 million, but it achieved an operating profit of HK$123.5 million, turning around from a loss, due to reduced operating expenses and asset impairment charges | Indicator | 2025 (HK$'000) | 2024 (HK$'000) | Change (HK$'000) | | :--- | :--- | :--- | :--- | | Revenue | 4,553,615 | 4,842,294 | (288,679) | | Operating Profit/(Loss) | 123,496 | (141,214) | 264,710 | - The turnaround to operating profit is primarily attributed to reduced operating expenses and asset impairment charges[46](index=46&type=chunk)[48](index=48&type=chunk) [Sports Experience Business](index=12&type=section&id=Sports%20Experience%20Business) The Sports Experience segment encompasses the operation, services, and investment in sports destinations, events, and e-sports clubs, with the group securing exclusive operating rights for the "China Pickleball Tour" and continuously evaluating sports destination projects - The business scope covers sports parks, sports centers, ice rinks, sports events, and e-sports clubs[50](index=50&type=chunk)[53](index=53&type=chunk) - The group secured exclusive operating rights for the "China Pickleball Tour," which is expected to create synergies with its consumer goods business[51](index=51&type=chunk)[53](index=53&type=chunk) - The group operates **12 sports parks and 13 ice rinks** nationwide[51](index=51&type=chunk)[53](index=53&type=chunk) [Segment Financial Performance](index=12&type=section&id=Segment%20Financial%20Performance_Sports%20Experience) The Sports Experience segment's revenue slightly decreased by HK$0.7 million to HK$256.9 million, and operating profit decreased by HK$14.5 million to HK$21.4 million, mainly due to timing differences in government subsidies and e-sports event revenue recognition | Indicator | 2025 (HK$'000) | 2024 (HK$'000) | Change (HK$'000) | | :--- | :--- | :--- | :--- | | Revenue | 256,855 | 257,623 | (768) | | Operating Profit | 21,367 | 35,912 | (14,545) | - The decline in operating profit is primarily due to timing differences in government subsidies and e-sports event revenue recognition[52](index=52&type=chunk)[54](index=54&type=chunk) [Financial Position](index=13&type=section&id=Financial%20Position) As of June 30, 2025, the group's net assets increased to HK$8.59 billion, with total non-current assets rising primarily due to increased interests in associates and joint ventures, while net current assets remained stable | Indicator | June 30, 2025 (HK$'000) | December 31, 2024 (HK$'000) | | :--- | :--- | :--- | | Net Assets | 8,590,117 | 8,197,200 | | Total Non-current Assets | 9,514,338 | 8,651,788 | | Net Current Assets | 1,557,181 | 1,526,835 | - The increase in non-current assets is mainly due to the group's increased ownership interest in Li Ning Company and its share of profits less losses from associates and joint ventures[56](index=56&type=chunk)[58](index=58&type=chunk) - Non-current liabilities primarily include non-current lease liabilities of **HK$1.35 billion** and bank borrowings of **HK$838.9 million**[57](index=57&type=chunk)[58](index=58&type=chunk) [Liquidity and Financial Resources](index=14&type=section&id=Liquidity%20and%20Financial%20Resources) In the first half of 2025, the group's net cash inflow from operating activities significantly improved to HK$276.5 million, primarily due to cost management, while net cash outflow from investing activities was mainly for increasing interests in associates and asset purchases, and net cash inflow from financing activities came from bank borrowings, maintaining a stable gearing and current ratio | Indicator | H1 2025 (HK$'000) | H1 2024 (HK$'000) | | :--- | :--- | :--- | | Net Cash Inflow/(Outflow) from Operating Activities | 276,466 | (78,700) | | Net Cash Outflow from Investing Activities | (286,682) | (164,886) | | Net Cash Inflow from Financing Activities | 320,542 | 373,503 | - The increase in operating cash inflow is primarily due to a significant reduction in operating expenses from enhanced cost management[60](index=60&type=chunk)[63](index=63&type=chunk) - Net cash outflow from investing activities was mainly for increasing interests in associates (**HK$300.9 million**) and purchasing property, plant, and equipment and intangible assets (**HK$97.6 million**)[60](index=60&type=chunk)[63](index=63&type=chunk) - As of June 30, 2025, the group's gearing ratio was approximately **0**, and the current ratio was approximately **1.4**, maintaining a stable financial position[65](index=65&type=chunk)[68](index=68&type=chunk) [Financial Management and Policy and Foreign Currency Risk](index=15&type=section&id=Financial%20Management%20and%20Policy%20and%20Foreign%20Currency%20Risk) The group's finance department manages financial risks, primarily focusing on foreign currency exchange rate fluctuations without engaging in speculative activities, with most business transactions settled in USD, GBP, RMB, and HKD, and forward currency contracts in place to mitigate foreign currency risk - The group's policy is not to engage in any speculative activities and to mitigate foreign currency risk through forward currency contracts[66](index=66&type=chunk)[69](index=69&type=chunk) - The majority of revenue and transactions are settled in **USD, GBP, RMB, and HKD**[66](index=66&type=chunk)[69](index=69&type=chunk) [Charge on Assets](index=15&type=section&id=Charge%20on%20Assets) As of June 30, 2025, a subsidiary's total assets of HK$5.75 billion, along with inventory and trade receivables totaling HK$529.7 million, were pledged as collateral for bank loans | Indicator | June 30, 2025 (HK$'000) | December 31, 2024 (HK$'000) | | :--- | :--- | :--- | | Total Pledged Assets (Inventory and Trade Receivables) | 529,700 | 423,700 | - Pledged assets are used to secure the group's bank loans[67](index=67&type=chunk)[70](index=70&type=chunk) [Guarantee](index=16&type=section&id=Guarantee) As of June 30, 2025, the group's total guarantees amounted to approximately HK$49.8 million, primarily comprising guarantee facilities related to lessors, HMRC, and insurance, as well as bank guarantees in lieu of utility and property rental deposits | Guarantee Type | June 30, 2025 (HK$'000) | December 31, 2024 (HK$'000) | | :--- | :--- | :--- | | Guarantees related to lessors, HMRC, and insurance | 40,421 | 40,777 | | Bank guarantees in lieu of utility and property rental deposits | 9,377 | 7,973 | | **Total** | **49,798** | **48,750** | [Employees and Remuneration Policies](index=16&type=section&id=Employees%20and%20Remuneration%20Policies) As of June 30, 2025, the group employed approximately 4,900 full-time employees, with staff costs of HK$917.4 million, a decrease from the prior year, and maintains a competitive remuneration policy while sponsoring external training for employees | Indicator | H1 2025 (HK$'000) | H1 2024 (HK$'000) | | :--- | :--- | :--- | | Staff Costs (including directors' emoluments) | 917,400 | 1,096,400 | - As of June 30, 2025, the group employed approximately **4,900 full-time employees** (December 31, 2024: 5,000 employees)[72](index=72&type=chunk)[74](index=74&type=chunk) - The group sponsors selected employees to attend external training courses[72](index=72&type=chunk)[74](index=74&type=chunk) [Material Transactions](index=16&type=section&id=Material%20Transactions) During the period, the group engaged in several material transactions, including the privatization of Bossini International, the acquisition of Li Ning Company shares, and the establishment of a new facility agreement - Material transactions include the privatization of Bossini International, the acquisition of Li Ning Company shares, and the establishment of a facility agreement[73](index=73&type=chunk)[75](index=75&type=chunk) [Privatisation of Bossini International Holdings Limited](index=16&type=section&id=Privatisation%20of%20Bossini%20International%20Holdings%20Limited) Bossini International completed its privatization in March 2025, becoming an indirect wholly-owned subsidiary of the company, which saves listing maintenance costs, retains more resources for future brand development, and provides greater operational flexibility - Bossini International completed its privatization on **March 13, 2025**, becoming an indirect wholly-owned subsidiary of the company[80](index=80&type=chunk)[83](index=83&type=chunk) - The privatization was conducted through a share exchange offer, with **1 Non-ordinary Share exchanged for every 5 Bossini International shares**[77](index=77&type=chunk)[78](index=78&type=chunk) - Privatization saved listing maintenance costs, retained more resources for future brand development, and provided greater operational flexibility[94](index=94&type=chunk)[96](index=96&type=chunk) [Acquisitions of Shares of Li Ning Company Limited](index=18&type=section&id=Acquisitions%20of%20Shares%20of%20Li%20Ning%20Company%20Limited) Between January 10 and July 16, 2025, Viva China Development Limited, a direct wholly-owned subsidiary of the company, acquired a total of 46,849,500 shares of Li Ning Company on the open market via the Stock Exchange for a total consideration of approximately HK$730.1 million | Transaction Period | Number of Shares Acquired | Total Consideration (HK$'000) | | :--- | :--- | :--- | | January 10 - July 16, 2025 | 46,849,500 shares | 730,100 | - The acquisitions constitute a discloseable transaction for the company[81](index=81&type=chunk)[83](index=83&type=chunk) [Facility Agreement](index=19&type=section&id=Facility%20Agreement) Viva China Development Limited entered into a facility agreement with a commercial bank for a term and revolving loan facility of up to HK$4.5 billion, intended for the group's general corporate funding needs - Secured a term and revolving loan facility of up to **HK$4.5 billion**[85](index=85&type=chunk)[88](index=88&type=chunk) - The facility is primarily for the group's general corporate funding needs[85](index=85&type=chunk)[88](index=88&type=chunk) [Subsequent Events](index=19&type=section&id=Subsequent%20Events) This section outlines significant events that occurred after the reporting period [Post-Period Acquisitions of Li Ning Co Shares](index=19&type=section&id=Post-Period%20Acquisitions%20of%20Li%20Ning%20Co%20Shares) As of the report date, Viva China Development Limited continued to acquire Li Ning Company shares after June 30, 2025, for a total consideration of approximately HK$509.0 million, increasing the group's ownership interest in Li Ning Company to approximately 12.5% | Transaction Period | Number of Shares Acquired | Total Consideration (HK$'000) | | :--- | :--- | :--- | | Post June 30, 2025 to Report Date | 32,092,500 shares | 509,000 | - As of the report date, the group's ownership interest in Li Ning Company is approximately **12.5%**[86](index=86&type=chunk)[89](index=89&type=chunk)[237](index=237&type=chunk)[238](index=238&type=chunk) [Business Review and Prospects](index=19&type=section&id=Business%20Review%20and%20Prospects) This section reviews the group's business performance in the context of the macroeconomic environment and outlines future strategies and outlook [Business Review](index=19&type=section&id=Business%20Review) In the first half of 2025, the group maintained a pragmatic and steady approach, continuously reducing costs and enhancing efficiency, leading to significant growth in net profit and adjusted EBITDA despite global economic pressures - The global economy faces challenges including US tariff policies, rising trade barriers, and weak consumer confidence[87](index=87&type=chunk)[90](index=90&type=chunk) - The group's net profit increased by **320.8%** year-on-year, and adjusted EBITDA rose by **13.6%** year-on-year[92](index=92&type=chunk)[95](index=95&type=chunk) [Macroeconomic Environment Impact](index=19&type=section&id=Macroeconomic%20Environment%20Impact) US tariff policies are impacting the global trade system, trade barriers are squeezing brand profits and eroding consumer confidence, with declining US consumer confidence and an uncertain economic outlook in Europe leading to weak consumption momentum - US tariff policies lead to economic uncertainty, and rising trade barriers squeeze brand profit margins[87](index=87&type=chunk)[90](index=90&type=chunk) - US consumer confidence indices have continuously declined, and Europe's economic growth outlook remains uncertain, indicating weak consumption momentum[87](index=87&type=chunk)[90](index=90&type=chunk) [Clarks Brand Performance and Strategy](index=20&type=section&id=Clarks%20Brand%20Performance%20and%20Strategy) Clarks, the group's primary brand, generated HK$4.15 billion in revenue, accounting for 86.3% of total revenue, and achieved increased gross margin and a turnaround to profitability by strategically reducing procurement, optimizing product mix, and lowering discounts, with Mr. Victor Herrero now leading the business | Indicator | H1 2025 (HK$'000) | % of Total Revenue | | :--- | :--- | :--- | | Clarks Revenue | 4,148,500 | 86.3% | - Clarks achieved an increase in gross margin and a turnaround to profitability through strategic procurement reductions, product portfolio optimization, and discount reductions[93](index=93&type=chunk)[95](index=95&type=chunk) - Mr. Victor Herrero has been appointed Co-CEO of the group and Acting CEO of Clarks, expected to lead the Clarks business towards reasonable profit margins[93](index=93&type=chunk)[95](index=95&type=chunk) [Bossini Brand Transformation and Privatisation](index=20&type=section&id=Bossini%20Brand%20Transformation%20and%20Privatisation) Bossini continues its transformation, slowing direct channel expansion, closing inefficient stores, and accelerating inventory clearance to ensure stable cash flow, which led to a 47.5% revenue decline; its privatization has saved listing costs and enhanced operational flexibility - To ensure stable cash flow, Bossini slowed direct channel expansion, closed inefficient stores, and accelerated inventory clearance, resulting in a **47.5% revenue decline**[94](index=94&type=chunk)[96](index=96&type=chunk) - The privatization of Bossini International is complete, making it a wholly-owned indirect subsidiary of the group, saving listing costs and providing greater operational flexibility[94](index=94&type=chunk)[96](index=96&type=chunk) [Other Brand Development](index=21&type=section&id=Other%20Brand%20Development) Italian luxury leather goods brand Testoni opened a global flagship store in Milan and appointed Korean actress Son Ye-jin as its global brand ambassador, while Nordic outdoor brand Haglöfs is expanding in Greater China with approximately 20 offline stores expected to open this year - Testoni opened a global flagship store in Milan and appointed Son Ye-jin as its global brand ambassador to expand its influence in the Asia-Pacific region[97](index=97&type=chunk)[101](index=101&type=chunk) - Haglöfs is expanding in Greater China, with approximately **20 offline stores** expected to open in mainland China within the year[97](index=97&type=chunk)[101](index=101&type=chunk) [Sports Experience Business Development](index=21&type=section&id=Sports%20Experience%20Business%20Development) The group secured exclusive operating rights for the "China Pickleball Tour," creating new growth opportunities for its sports experience business, and as of June 30, 2025, operates 12 sports parks and 13 ice rinks nationwide - Secured exclusive operating rights for the "China Pickleball Tour," which is expected to create synergies with its consumer goods business[98](index=98&type=chunk)[101](index=101&type=chunk) - As of June 30, 2025, the group operates a total of **12 sports parks and 13 ice rinks** nationwide[98](index=98&type=chunk)[101](index=101&type=chunk) [Prospects](index=21&type=section&id=Prospects) Facing global economic slowdown, high interest rates suppressing consumption recovery, and geopolitical conflicts, the group will maintain a cautious approach, flexibly adjust operating strategies, ensure stable cash flow, and steadily advance its businesses to lay a foundation for sustainable development - The World Bank projects global economic growth to slow to **2.3% in 2025**, the slowest since 2008[99](index=99&type=chunk)[102](index=102&type=chunk) - Economic growth forecasts for the EU and UK have been downgraded, signaling continued sluggishness in consumer markets[99](index=99&type=chunk)[102](index=102&type=chunk) - The group will maintain a cautious approach, flexibly adjust operating strategies, ensure stable cash flow, and steadily advance its businesses to address challenges[100](index=100&type=chunk)[102](index=102&type=chunk) [Unaudited Condensed Consolidated Interim Financial Information](index=22&type=section&id=Unaudited%20Condensed%20Consolidated%20Interim%20Financial%20Information) This section presents the unaudited condensed consolidated interim financial statements, including the statement of profit or loss, financial position, changes in equity, and cash flows [Interim Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=22&type=section&id=Interim%20Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) The statement of profit or loss shows revenue of HK$4.81 billion, gross profit of HK$2.21 billion, and profit attributable to equity holders of HK$181.5 million for the period, with total other comprehensive income/loss of HK$390.4 million | Indicator | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Revenue | 4,810,470 | 5,099,917 | | Gross Profit | 2,205,955 | 2,372,059 | | Profit Before Income Tax | 265,373 | 13,993 | | Profit for the Period | 205,499 | 48,839 | | Profit Attributable to Equity Holders of the Company | 181,503 | 112,807 | | Total Comprehensive Income for the Period | 390,397 | (91,579) | - Foreign exchange differences turned from a **HK$105.7 million loss in 2024 to a HK$342.9 million gain in 2025**, significantly impacting other comprehensive income[107](index=107&type=chunk) [Interim Condensed Consolidated Statement of Financial Position](index=25&type=section&id=Interim%20Condensed%20Consolidated%20Statement%20of%20Financial%20Position) The statement of financial position shows the group's total net assets were HK$8.59 billion as of June 30, 2025, with total non-current assets of HK$9.51 billion and total current assets of HK$5.74 billion | Indicator | June 30, 2025 (HK$'000) | December 31, 2024 (HK$'000) | | :--- | :--- | :--- | | Total Non-current Assets | 9,514,338 | 8,651,788 | | Total Current Assets | 5,739,960 | 5,003,258 | | Total Current Liabilities | 4,182,779 | 3,476,423 | | Total Non-current Liabilities | 2,481,402 | 1,981,423 | | Net Assets | 8,590,117 | 8,197,200 | - Interests in associates and joint ventures significantly increased from **HK$4.60 billion to HK$5.23 billion**[111](index=111&type=chunk) - Bank borrowings increased from **HK$410.4 million to HK$838.9 million**[113](index=113&type=chunk) [Interim Condensed Consolidated Statement of Changes in Equity](index=27&type=section&id=Interim%20Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Equity) The statement of changes in equity shows that equity attributable to equity holders of the company increased to HK$7.79 billion as of June 30, 2025, while non-controlling interests decreased, with total comprehensive income for the period at HK$390.4 million | Indicator | June 30, 2025 (HK$'000) | January 1, 2024 (HK$'000) | | :--- | :--- | :--- | | Equity Attributable to Equity Holders of the Company | 7,789,805 | 7,255,317 | | Non-controlling Interests | 800,312 | 941,883 | | Total Equity | 8,590,117 | 8,197,200 | - Total comprehensive income for the period was **HK$390.4 million**, compared to a loss of HK$91.6 million in the prior year[116](index=116&type=chunk) - Issued share capital increased due to the acquisition of additional interests in a subsidiary and the issuance of shares to non-controlling shareholders and option holders[116](index=116&type=chunk) [Interim Condensed Consolidated Statement of Cash Flows](index=28&type=section&id=Interim%20Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) The cash flow statement shows net cash inflow from operating activities of HK$276.5 million, net cash outflow from investing activities of HK$286.7 million, and net cash inflow from financing activities of HK$320.5 million for the first half of 2025, with cash and cash equivalents at period-end totaling HK$1.11 billion | Indicator | H1 2025 (HK$'000) | H1 2024 (HK$'000) | | :--- | :--- | :--- | | Net Cash Inflow/(Outflow) from Operating Activities | 276,466 | (78,700) | | Net Cash Outflow from Investing Activities | (286,682) | (164,886) | | Net Cash Inflow from Financing Activities | 320,542 | 373,503 | | Net Increase in Cash and Cash Equivalents | 310,326 | 129,917 | | Cash and Cash Equivalents at End of Period | 1,110,808 | 1,420,975 | - Operating cash flow turned from an outflow last year to an inflow, primarily benefiting from increased cash generated from operations[121](index=121&type=chunk) - Cash outflow from investing activities increased, mainly due to investments in associates and purchases of property, plant, and equipment[121](index=121&type=chunk) [Notes to the Unaudited Condensed Consolidated Interim Financial Information](index=30&type=section&id=Notes%20to%20the%20Unaudited%20Condensed%20Consolidated%20Interim%20Financial%20Information) This section provides detailed notes to the unaudited condensed consolidated interim financial information, offering further insights into the group's accounting policies, financial instruments, and other relevant disclosures [General Information](index=30&type=section&id=General%20Information) The company is a limited liability company incorporated in the Cayman Islands, with its ordinary shares listed on the Main Board of the Hong Kong Stock Exchange, primarily engaged in the design, development, branding, and sale of multi-brand lifestyle apparel and footwear, as well as the management and operation of sports parks, sports centers, ice rinks, and e-sports clubs - The company's principal businesses include multi-brand lifestyle apparel and footwear and sports experience services[126](index=126&type=chunk)[130](index=130&type=chunk) - Li Ning Company Limited is an associate of the group, primarily engaged in brand development, design, manufacturing, sales, and wholesale of sports-related products[126](index=126&type=chunk)[129](index=129&type=chunk) [Basis of Preparation and Changes in Accounting Policies](index=31&type=section&id=Basis%20of%20Preparation%20and%20Changes%20in%20Accounting%20Policies) The financial information is prepared in accordance with the Listing Rules and HKAS 34, with accounting policies consistent with the 2024 annual financial statements; newly adopted standards had no significant impact, but HKFRS 18 is expected to broadly affect the presentation and disclosure of future financial statements - The financial information complies with the requirements of the Listing Rules and HKAS 34[131](index=131&type=chunk)[136](index=136&type=chunk) - HKFRS 18, effective January 1, 2027, is expected to have a broad impact on the presentation and disclosure of financial performance statements[135](index=135&type=chunk)[138](index=138&type=chunk)[139](index=139&type=chunk)[140](index=140&type=chunk) - HKFRS 18 will affect the calculation and reporting of operating profit, potentially requiring disaggregation of foreign exchange differences and changes in the classification of gains or losses on derivative instruments[141](index=141&type=chunk)[142](index=142&type=chunk)[143](index=143&type=chunk) [Revenue, Other Income and Other Gains/(Losses) – Net](index=34&type=section&id=Revenue,%20Other%20Income%20and%20Other%20Gains%2F(Losses)%20%E2%80%93%20Net_Notes) Revenue primarily stems from goods sales, sports content production and distribution, sports park facilities, and ice rink rentals, while other income mainly includes government subsidies and interest income, and net other gains are largely from foreign exchange gains | Revenue Source | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Sale of Goods | 4,520,126 | 4,812,220 | | Sports Content Production and Distribution Income | 141,837 | 131,832 | | Sports Park Facilities and Ice Rink Rental Income and Other Service Income | 94,131 | 89,232 | | Royalty Income | 40,738 | 37,503 | | Sports Team Management Income | 10,574 | 23,007 | | Consulting Service Income | 3,001 | 2,992 | | **Total Revenue from Contracts with Customers** | **4,810,407** | **5,096,786** | | Other Income and Gains/(Losses) – Net | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Government Subsidies | 18,345 | 32,730 | | Interest Income | 6,996 | 21,640 | | Foreign Exchange Gains/(Losses) | 53,146 | (35,643) | | Net Gains from Early Termination and Modification of Leases | 13,582 | 24,055 | - In the first half of 2025, HMRC levied a VAT liability provision of approximately **HK$14.6 million** on the group's sales in the UK[147](index=147&type=chunk)[148](index=148&type=chunk) [Operating Segment Information](index=36&type=section&id=Operating%20Segment%20Information) Management divides the group's business into two reportable operating segments, multi-brand apparel and footwear and sports experience, based on products/services, monitoring their performance separately, with segment results assessed based on adjusted profit or loss before income tax - The group is divided into two operating segments: multi-brand apparel and footwear, and sports experience[150](index=150&type=chunk)[152](index=152&type=chunk) - Segment results are assessed based on adjusted profit or loss before income tax, excluding interest income, share option expenses, impairment of financial assets, share of profits from associates, net finance costs, and unallocated expenses[151](index=151&type=chunk)[152](index=152&type=chunk) | Segment | 2025 External Revenue (HK$'000) | 2024 External Revenue (HK$'000) | 2025 Segment Results (HK$'000) | 2024 Segment Results (HK$'000) | | :--- | :--- | :--- | :--- | :--- | | Multi-brand Apparel and Footwear | 4,553,615 | 4,842,294 | 123,496 | (141,214) | | Sports Experience | 256,855 | 257,623 | 21,367 | 35,912 | | Region | 2025 External Customer Revenue (HK$'000) | 2024 External Customer Revenue (HK$'000) | | :--- | :--- | :--- | | Americas | 2,113,581 | 2,214,910 | | United Kingdom and Republic of Ireland | 1,437,708 | 1,596,901 | | China (including Hong Kong and Macau) | 858,561 | 877,375 | [Finance Costs – Net](index=39&type=section&id=Finance%20Costs%20%E2%80%93%20Net_Notes) Net finance costs primarily comprise interest on bank borrowings, interest on lease liabilities, and net interest expense/(income) from defined benefit plans | Item | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Interest on Bank Borrowings | 22,668 | 31,123 | | Interest on Lease Liabilities | 52,018 | 48,717 | | Net Interest Expense/(Income) from Defined Benefit Plans | 1,323 | (7,977) | | **Total** | **76,009** | **71,863** | [Share of Profits less Losses of Associates and Joint Ventures](index=39&type=section&id=Share%20of%20Profits%20less%20Losses%20of%20Associates%20and%20Joint%20Ventures_Notes) The share of profits less losses of associates and joint ventures increased, primarily due to the group's increased ownership interest in Shanghai Double Happiness Co Ltd | Indicator | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Share of Profits less Losses of Associates and Joint Ventures | 258,416 | 240,000 | - The increase in profit is primarily due to the group's ownership interest in Double Happiness increasing from **10.0% to 19.5%**[161](index=161&type=chunk)[162](index=162&type=chunk) [Profit Before Income Tax](index=40&type=section&id=Profit%20Before%20Income%20Tax) Profit before income tax was HK$265.4 million, a significant increase from the prior year, primarily influenced by factors such as cost of inventories sold, depreciation, amortization, and employee benefit expenses | Item | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Cost of Inventories Sold | 2,471,781 | 2,572,782 | | Depreciation | 223,544 | 238,013 | | Amortization of Intangible Assets | 52,147 | 68,932 | | Net Foreign Exchange Losses/(Gains) | (53,146) | 35,643 | | Employee Benefit Expenses | 917,354 | 1,096,377 | - There were no impairment losses on property, plant, and equipment or right-of-use assets in 2025, compared to **HK$22.5 million and HK$79.1 million**, respectively, in the prior year[164](index=164&type=chunk) [Income Tax](index=41&type=section&id=Income%20Tax) Income tax expense for the period was HK$59.9 million, compared to a credit of HK$34.8 million in the prior year, with applicable tax rates including 16.5% for Hong Kong profits tax, 25% for PRC corporate income tax (5% for small low-profit enterprises), 25% for UK corporate tax, and 21% for US federal corporate income tax (plus 2.5% to 9.9% for state income tax) | Item | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Current Income Tax | 38,438 | 57,321 | | Deferred Income Tax | 21,436 | (92,167) | | **Income Tax Expense/(Credit)** | **59,874** | **(34,846)** | - Income tax expense shifted from a credit last year to an expense, primarily influenced by changes in deferred tax[166](index=166&type=chunk) - Tax rates in key operating regions: Hong Kong **16.5%**, China **25%** (5% for small low-profit enterprises), UK **25%**, US federal **21%** plus California state tax **2.5%-9.9%**[167](index=167&type=chunk)[168](index=168&type=chunk)[169](index=169&type=chunk) [Profit Per Share Attributable to Equity Holders of the Company](index=42&type=section&id=Profit%20Per%20Share%20Attributable%20to%20Equity%20Holders%20of%20the%20Company) For the six months ended June 30, 2025, basic earnings per share were 1.57 HK cents, and diluted earnings per share were 1.57 HK cents | Indicator | 2025 (HK cents) | 2024 (HK cents) | | :--- | :--- | :--- | | Basic Earnings Per Share | 1.57 | 0.99 | | Diluted Earnings Per Share | 1.57 | 0.95 | - The calculation of diluted earnings per share for 2025 did not include the effect of share options, as they had an anti-dilutive effect[171](index=171&type=chunk)[172](index=172&type=chunk) [Interests in Associates and Joint Ventures](index=44&type=section&id=Interests%20in%20Associates%20and%20Joint%20Ventures) As of June 30, 2025, the group's total interests in associates and joint ventures amounted to HK$5.23 billion, primarily comprising interests in associates (HK$4.35 billion) and goodwill (HK$859.2 million), with significant interests in Li Ning Company, CITIC Property, and Double Happiness | Item | June 30, 2025 (HK$'000) | December 31, 2024 (HK$'000) | | :--- | :--- | :--- | | Interests in Associates | 5,205,330 | 4,568,757 | | Interests in Joint Ventures | 27,373 | 27,549 | | **Total** | **5,232,703** | **4,596,306** | - As of June 30, 2025, the group's ownership interest in Li Ning Company was **11.3%** (December 31, 2024: 10.5%)[181](index=181&type=chunk) - As of June 30, 2025, the market price of Li Ning Company's listed shares was **HK$16.92 per share**[177](index=177&type=chunk)[178](index=178&type=chunk) [Additions to Property, Plant and Equipment/Intangible Assets/Right of Use Assets](index=45&type=section&id=Additions%20to%20Property,%20Plant%20and%20Equipment%2FIntangible%20Assets%2FRight%20of%20Use%20Assets) In the first half of 2025, the group added approximately HK$81.8 million in property, plant, and equipment, HK$16.7 million in intangible assets, and recognized approximately HK$165.0 million in right-of-use assets | Item | H1 2025 (HK$'000) | H1 2024 (HK$'000) | | :--- | :--- | :--- | | Additions to Property, Plant and Equipment | 81,800 | 73,600 | | Additions to Intangible Assets | 16,700 | 65,000 | | Recognition of Right-of-Use Assets | 165,000 | 292,400 | [Derivative Financial Instruments](index=46&type=section&id=Derivative%20Financial%20Instruments) The group holds forward foreign exchange contracts as derivative financial instruments to mitigate foreign exchange risk, with some designated as cash flow hedges | Item | June 30, 2025 (HK$'000) | December 31, 2024 (HK$'000) | | :--- | :--- | :--- | | Derivative Financial Assets (Forward Currency Contracts) | 12,680 | 41,917 | | Derivative Financial Liabilities (Forward Currency Contracts) | 99,636 | 3,843 | - The group uses forward foreign exchange contracts to mitigate foreign exchange rate fluctuation risk[188](index=188&type=chunk) [Defined Benefits Schemes](index=46&type=section&id=Defined%20Benefits%20Schemes) As of June 30, 2025, the group's defined benefit schemes recorded a total present value of defined benefit obligations of HK$7.99 billion and fair value of plan assets of HK$7.92 billion, resulting in a net defined benefit liability of HK$73.4 million | Item | June 30, 2025 (HK$'000) | December 31, 2024 (HK$'000) | | :--- | :--- | :--- | | Present Value of Obligation | (7,989,945) | (7,432,374) | | Fair Value of Plan Assets | 7,916,536 | 7,403,632 | | Defined Benefit Surplus/(Deficit) | (73,409) | (28,742) | [Trade Debtors and Bills Receivable](index=47&type=section&id=Trade%20Debtors%20and%20Bills%20Receivable) As of June 30, 2025, net trade debtors and bills receivable amounted to HK$785.2 million, with current amounts accounting for HK$599.6 million, and the group measures impairment using the expected credit loss model | Item | June 30, 2025 (HK$'000) | December 31, 2024 (HK$'000) | | :--- | :--- | :--- | | Trade Debtors and Bills Receivable | 820,055 | 724,882 | | Less: Loss Allowance | (34,813) | (33,364) | | **Net** | **785,242** | **691,518** | | Ageing | June 30, 2025 (HK$'000) | December 31, 2024 (HK$'000) | | :--- | :--- | :--- | | Current | 599,596 | 487,639 | | Overdue less than 3 months | 100,329 | 144,325 | | Overdue 3 to 6 months | 19,357 | 9,699 | | Overdue more than 6 months | 65,960 | 49,855 | - Trade debtors and bills receivable are written off when there is no reasonable expectation of recovery[196](index=196&type=chunk)[197](index=197&type=chunk) [Prepayments, Deposits and Other Receivables](index=49&type=section&id=Prepayments,%20Deposits%20and%20Other%20Receivables) As of June 30, 2025, total prepayments, deposits, and other receivables amounted to HK$748.6 million, with the current portion being HK$638.0 million | Item | June 30, 2025 (HK$'000) | December 31, 2024 (HK$'000) | | :--- | :--- | :--- | | Prepayments | 432,238 | 345,360 | | Deposits and Other Receivables | 412,528 | 456,320 | | Less: Loss Allowance | (96,136) | (95,621) | | **Total** | **748,630** | **706,059** | [Trade, Bills and Other Payables](index=50&type=section&id=Trade,%20Bills%20and%20Other%20Payables) As of June 30, 2025, total trade, bills, and other payables amounted to HK$2.32 billion, with trade payables accounting for HK$1.93 billion | Item | June 30, 2025 (HK$'000) | December 31, 2024 (HK$'000) | | :--- | :--- | :--- | | Trade Payables | 1,934,397 | 1,461,674 | | Bills Payable | 586 | 8,336 | | Other Payables | 381,691 | 513,863 | | **Total** | **2,316,674** | **1,983,873** | - Trade payables include **HK$142.7 million** related to supplier financing arrangements[201](index=201&type=chunk)[203](index=203&type=chunk) | Ageing | June 30, 2025 (HK$'000) | December 31, 2024 (HK$'000) | | :--- | :--- | :--- | | Current | 1,902,944 | 1,129,530 | | Overdue less than 3 months | 22,316 | 329,335 | [Bank Borrowings](index=52&type=section&id=Bank%20Borrowings) As of June 30, 2025, total secured bank borrowings amounted to HK$1.14 billion, with a current portion of HK$297.3 million, bearing floating interest rates, and the group has secured approximately HK$7.22 billion in bank facilities | Item | June 30, 2025 (HK$'000) | December 31, 2024 (HK$'000) | | :--- | :--- | :--- | | Bank Borrowings, Secured | 1,136,138 | 410,388 | | Less: Current Portion | (297,275) | – | | **Non-current Portion** | **838,863** | **410,388** | - Bank borrowings bear floating interest rates based on daily SONIA plus a margin, secured overnight financing rate plus a margin, and HIBOR plus a specified rate[207](index=207&type=chunk)[210](index=210&type=chunk) - The group has secured approximately **HK$7.22 billion** in bank facilities, of which approximately **HK$1.34 billion** has been utilized[209](index=209&type=chunk)[210](index=210&type=chunk) [Share Capital](index=53&type=section&id=Share%20Capital) As of June 30, 2025, the number of issued ordinary shares was 9,965,271,244 with a par value of HK$498.3 million, with new shares issued during the period for subsidiary acquisitions and some shares repurchased and cancelled | Item | Number of Shares as of June 30, 2025 | Par Value as of June 30, 2025 (HK$'000) | | :--- | :--- | :--- | | Authorized Ordinary Shares | 20,000,000,000 | 1,000,000 | | Issued and Fully Paid Ordinary Shares | 9,965,271,244 | 498,264 | - During the period, **246,634,517 new ordinary shares** were allotted and issued to non-controlling shareholders and option holders of Bossini International to acquire all their remaining interests[212](index=212&type=chunk)[213](index=213&type=chunk) | Treasury Shares Movement | Number of Shares | Amount (HK$'000) | | :--- | :--- | :--- | | Balance at January 1, 2025 | – | – | | Repurchased | 10,712,000 | 3,722 | | Cancelled | (5,136,000) | (1,705) | | Balance at June 30, 2025 | 5,576,000 | 2,017 | [Commitments for Capital Expenditure](index=54&type=section&id=Commitments%20for%20Capital%20Expenditure) As of June 30, 2025, the group's total contracted but unprovided capital expenditure commitments amounted to HK$53.1 million, primarily for property, plant, and equipment, intangible assets, and capital injections into associates and equity investments | Item | June 30, 2025 (HK$'000) | December 31, 2024 (HK$'000) | | :--- | :--- | :--- | | Property, Plant and Equipment and Intangible Assets | 36,054 | 23,465 | | Capital Injection into Associates and Equity Investments | 17,013 | 16,531 | | **Total** | **53,067** | **39,996** | [Material Related Party Transactions](index=55&type=section&id=Material%20Related%20Party%20Transactions) During the period, the group engaged in several material related party transactions, including marketing service income, procurement fees, goods sales, office and parking rental expenses, dividend income, consulting and service fees, and raw material purchases from a non-controlling shareholder | Transaction Type | H1 2025 (HK$'000) | H1 2024 (HK$'000) | | :--- | :--- | :--- | | Marketing Service Income Received and Receivable from Associates | 143,833 | 131,989 | | Procurement Fees Paid and Payable to an Associate | 3,720 | 4,700 | | Sale of Goods to an Associate | 211,192 | 135,175 | | Dividends Received and Receivable from an Associate | 62,298 | 55,404 | | Purchase of Raw Materials from a Non-controlling Shareholder | 15,487 | 2,638 | - Mr. Li Ning and Mr. Li Qilin are common directors of the company, Li Ning Group, and Double Happiness[225](index=225&type=chunk)[226](index=226&type=chunk) [Fair Value Measurement of Financial Instruments](index=57&type=section&id=Fair%20Value%20Measurement%20of%20Financial%20Instruments) The group's financial assets and liabilities are measured at fair value and categorized into three levels based on the fair value hierarchy, primarily including derivative financial assets/liabilities (forward currency contracts) and financial assets measured at fair value through other comprehensive income (unlisted equity investments, government bonds) | Item | June 30, 2025 (HK$'000) | December 31, 2024 (HK$'000) | | :--- | :--- | :--- | | Derivative Financial Assets | 12,680 | 41,917 | | Financial Assets Measured at Fair Value Through Other Comprehensive Income | 34,158 | 36,145 | | Derivative Financial Liabilities | 99,636 | 3,843 | - The fair value hierarchy is categorized into Level 1 (quoted prices in active markets), Level 2 (valuation based on observable market data), and Level 3 (valuation based on unobservable market data)[234](index=234&type=chunk) [Guarantee](index=59&type=section&id=Guarantee_Notes) As of June 30, 2025, the group's total guarantees amounted to approximately HK$49.8 million, primarily comprising guarantee facilities related to lessors, HMRC, and insurance, as well as bank guarantees in lieu of utility and property rental deposits | Guarantee Type | June 30, 2025 (HK$'000) | December 31, 2024 (HK$'000) | | :--- | :--- | :--- | | Guarantees related to lessors, HMRC, and insurance | 40,421 | 40,777 | | Bank guarantees in lieu of utility and property rental deposits | 9,377 | 7,973 | | **Total** | **49,798** | **48,750** | [Dividend](index=60&type=section&id=Dividend) For the six months ended June 30, 2025, the company did not declare an interim dividend | Item | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Dividend for the Current Period: Interim | – | – | | Final Dividend for the Previous Financial Year | – | 91,442 | - No interim dividend was declared for the first half of 2025, whereas a final dividend of **HK$91.4 million** was declared for the first half of 2024[236](index=236&type=chunk) [Subsequent Events](index=60&type=section&id=Subsequent%20Events_Notes) As of the report date, Viva China Development Limited continued to acquire Li Ning Company shares after June 30, 2025, for a total consideration of approximately HK$509.0 million, increasing the group's ownership interest in Li Ning Company to approximately 12.5% | Transaction Period | Number of Shares Acquired | Total Consideration (HK$'000) | | :--- | :--- | :--- | | Post June 30, 2025 to Report Date | 32,092,500 shares | 509,000 | - As of the report date, the group's ownership interest in Li Ning Company is approximately **12.5%**[237](index=237&type=chunk)[238](index=238&type=chunk) [Purchase, Sales or Redemption of the Company's Listed Securities](index=61&type=section&id=Purchase,%20Sales%20or%20Redemption%20of%20the%20Company's%20Listed%20Securities) This section details the company's activities related to the purchase, sale, or redemption of its own listed securities [Share Repurchase Activities](index=61&type=section&id=Share%20Repurchase%20Activities) For the six months ended June 30, 2025, the company repurchased a total of 10,712,000 shares for approximately HK$3.71 million, with 5,136,000 shares cancelled and 5,576,000 shares held as treasury shares, which the Board believes is in the best interest of the company and its shareholders | Month of Repurchase | Number of Shares Repurchased | Total Consideration Paid (HK$'000) | | :--- | :--- | :--- | | June 2025 | 10,712,000 | 3,708 | - Of the repurchased shares, **5,136,000 shares were cancelled**, and **5,576,000 shares are held as treasury shares**[240](index=240&type=chunk)[242](index=242&type=chunk) - The Board believes that share repurchases are in the best interest of the company and its shareholders, potentially enhancing net asset value per share and/or earnings per share[241](index=241&type=chunk)[242](index=242&type=chunk) [Interests and Short Positions of Directors and Substantial Shareholders](index=63&type=section&id=Interests%20and%20Short%20Positions%20of%20Directors%20and%20Substantial%20Shareholders) This section discloses the long and short positions of the company's directors and substantial shareholders in its shares and underlying shares [Long Positions of Directors in Shares and Underlying Shares of the Company](index=63&type=section&id=Long%20Positions%20of%20Directors%20in%20Shares%20and%20Underlying%20Shares%20of%20the%20Company) As of June 30, 2025, Mr. Li Ning held 67.29% of the company's equity, Mr. Victor Herrero held 3.64%, and Mr. Li Qilin held 37.20% | Director | Total Interests | Approximate Percentage of Shareholding as of June 30, 2025 | | :--- | :--- | :--- | | Mr. Li Ning | 6,705,951,151 | 67.29% | | Mr. Victor Herrero | 363,168,000 | 3.64% | | Mr. Li Chuen Yang | 71,451,669 | 0.72% | | Mr. Li Kylin | 3,707,022,769 | 37.20% | - Mr. Li Ning's interests include personal interests, share options, and convertible bonds, as well as deemed interests through controlled corporations[248](index=248&type=chunk) [Interests and Short Positions of Substantial Shareholders and Other Persons in the Share Capital of the Company](index=66&type=section&id=Interests%20and%20Short%20Positions%20of%20Substantial%20Shareholders%20and%20Other%20Persons%20in%20the%20Share%20Capital%20of%20the%20Company) As of June 30, 2025, Mr. Li Jin held 58.93% of the company's equity, Lead Ahead held 21.40%, Victory Mind Assets held 16.86%, Dragon City held 20.07%, and Mr. Zhao Jianguo and Ms. Li Ying collectively held 10.15% | Substantial Shareholder/Other Person | Number of Shares/Underlying Shares Held | Approximate Percentage of Shareholding as of June 30, 2025 | | :--- | :--- | :--- | | Mr. Li Jin | 5,872,443,151 | 58.93% | | Lead Ahead | 2,132,420,382 | 21.40% | | Victory Mind Assets | 1,680,022,769 | 16.86% | | Dragon City | 2,000,000,000 | 20.07% | | TMF | 3,680,022,769 | 36.93% | | Mr. Zhao Jianguo | 1,011,002,267 | 10.15% | | Ms. Li Ying | 1,011,002,267 | 10.15% | - Mr. Li Jin's interests include personal interests and deemed interests through controlled corporations[255](index=255&type=chunk) [Share Option Scheme](index=70&type=section&id=Share%20Option%20Scheme) This section provides details on the company's share option schemes and movements during the period [Details of Movements of 2021 Share Option Scheme](index=70&type=section&id=Details%20of%20Movements%20of%202021%20Share%20Option%20Scheme) As of June 30, 2025, a total of 386,867,333 share options were granted to directors and employees under the 2021 Share Option Scheme, with no exercises, cancellations, or lapses during the period, and the scheme was terminated on July 14, 2025 | Grantee | Balance at January 1, 2025 | Granted During the Period | Exercised During the Period | Cancelled During the Period | Lapsed During the Period | Balance at June 30, 2025 | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Directors | 154,800,000 | – | – | – | – | 154,800,000 | | Employees | 232,067,333 | – | – | – | (8,016,000) | 224,051,333 | | **Total** | **386,867,333** | **–** | **–** | **–** | **(8,016,000)** | **378,851,333** | - The vesting period for share options is from the grant date until the commencement of the relevant exercise period[268](index=268&type=chunk) - The 2021 Share Option Scheme was terminated on **July 14, 2025**[265](index=265&type=chunk)[267](index=267&type=chunk) [Details of Movements of New Share Option Scheme](index=74&type=section&id=Details%20of%20Movements%20of%20New%20Share%20Option%20Scheme) On June 16, 2025, 300,000,000 share options were conditionally granted to Mr. Victor Herrero with an exercise price of HK$0.38, which was approved by shareholders on July 14, 2025, and the maximum number of options issuable under the new scheme is 995,857,524 shares | Grantee | Grant Date | Balance at January 1, 2025 | Granted During the Period | Balance at June 30, 2025 | Exercise Price (HK$) | | :--- | :--- | :--- | :--- | :--- | :--- | | Mr. Victor Herrero | June 16, 2025 | – | 300,000,000 | 300,000,000 | 0.38 | - The grant of share options to Mr. Victor Herrero was approved by shareholders on **July 14, 2025**[272](index=272&type=chunk) - The maximum number of share options that can be granted under the new share option scheme is **995,857,524 shares**[274](index=274&type=chunk)[276](index=276&type=chunk) - As of June 30, 2025, the total number of share options granted under all share option schemes represented **6.89%** of the weighted average number of issued shares during the period[275](index=275&type=chunk)[277](index=277&type=chunk) [Directors' Related Disclosures](index=76&type=section&id=Directors'%20Related%20Disclosures) This section provides disclosures related to the company's directors, including their securities transactions and changes in information [Directors' Securities Transactions](index=76&type=section&id=Directors'%20Securities%20Transactions) The directors have confirmed compliance with the Model Code for Securities Transactions by Directors of Listed Issuers for the six months ended June 30, 2025 - All directors have confirmed compliance with the Model Code[278](index=278&type=chunk)[282](index=282&type=chunk) [Disclosure on Changes of Information of Directors](index=76&type=section&id=Disclosure%20on%20Changes%20of%20Information%20of%20Directors) In June 2025, Mr. Li Ning was re-designated from CEO to Co-CEO, Mr. Victor Herrero was appointed Co-CEO and Acting CEO of Clarks and re-designated from Non-executive Director to Executive Director, and Ms. Lu Hong was appointed CEO of Zhodu Management Consulting (Shanghai) Co Ltd - Mr. Li Ning was re-designated from Chief Executive Officer to Co-Chief Executive Officer[279](index=279&type=chunk)[283](index=283&type=chunk) - Mr. Victor Herrero was appointed Co-Chief Executive Officer and Acting Chief Executive Officer of Clarks, and re-designated from Non-executive Director to Executive Director[280](index=280&type=chunk)[283](index=283&type=chunk) - Ms. Lu Hong was appointed Chief Executive Officer of Zhodu Management Consulting (Shanghai) Co Ltd[281](index=281&type=chunk)[283](index=283&type=chunk) [Corporate Governance](index=77&type=section&id=Corporate%20Governance) This section addresses the company's corporate governance practices and compliance with relevant codes [Compliance with Corporate Governance Code](index=77&type=section&id=Compliance%20with%20Corporate%20Governance%20Code) The company has complied with the Corporate Governance Code, although the roles of Chairman and Chief Executive Officer are not separated; the Board believes Mr. Li