Financial Performance - The company's revenue for the year 2023 was RMB 207.7 million, a slight increase of RMB 1.2 million or approximately 0.6% from RMB 206.5 million in 2022[7]. - The loss attributable to equity holders of the parent company decreased from RMB 252.2 million in 2022 to RMB 142.5 million in 2023, representing a reduction of approximately 43.5%[7]. - Gross profit increased from RMB 81.4 million in 2022 to RMB 101.3 million in 2023, a growth of about 24.4%[24]. - The net loss attributable to the company's owners reduced from RMB 252.2 million in 2022 to RMB 142.5 million in 2023, a decrease of about 43.5%[36]. - Pre-tax loss decreased from RMB 203.2 million in 2022 to RMB 113.8 million in 2023, a reduction of approximately 44.0%[33]. - The company's income tax expense decreased from RMB 50.4 million in 2022 to RMB 30.3 million in 2023, a decline of approximately 39.9%[34]. - The net cash flow used in operating activities improved from RMB 31.5 million outflow in 2022 to RMB 8.6 million outflow in 2023[42]. - Cash and cash equivalents decreased from RMB 263.6 million at the beginning of 2023 to RMB 226.4 million at the end of the year[41]. Revenue Sources - Revenue from self-operated retail points increased from RMB 169.1 million in 2022 to RMB 171.3 million in 2023, an increase of RMB 2.2 million or about 1.3%, accounting for approximately 82.5% of total revenue[17]. - Sales from outlet stores rose from RMB 64.6 million in 2022 to RMB 69.8 million in 2023, marking an increase of RMB 5.2 million or approximately 8.0%[17]. - Online sales through major e-commerce platforms increased from RMB 10.7 million in 2022 to RMB 14.3 million in 2023, reflecting a growth of RMB 3.6 million or about 33.6%[9]. - Revenue from third-party retailers decreased from RMB 12.1 million in 2022 to RMB 10.9 million in 2023, a decline of about 9.9%[19]. - Total revenue from proprietary brands rose from RMB 118.1 million in 2022 to RMB 136.1 million in 2023, an increase of approximately 15.2%[21]. - The sales revenue from the self-developed O2O system increased from RMB 12.2 million in 2022 to RMB 13.8 million in 2023, representing a growth of approximately 13.1%[54]. - Total revenue from the WeChat mall decreased from RMB 10.9 million in 2022 to RMB 7.4 million in 2023, a decline of RMB 3.5 million[54]. Cost Management - Sales and distribution expenses decreased from RMB 196.0 million in 2022 to RMB 163.5 million in 2023, a decline of about 16.6%[26]. - Administrative expenses rose from RMB 46.3 million in 2022 to RMB 50.9 million in 2023, an increase of about 9.9%[28]. - The total employee cost for 2023 was RMB 23.1 million, down from RMB 32.9 million in 2022[66]. - The company reported a decrease in operational costs by J%, attributed to improved supply chain management[87]. Market and Economic Conditions - The retail market atmosphere has improved significantly due to the reduced impact of the COVID-19 pandemic, contributing to the overall growth in revenue[15]. - The GDP growth rate in China increased from 3.0% in 2022 to 5.2% in 2023, indicating a recovery in the consumer retail market[15]. - The company faces significant risks from fluctuations in consumer spending due to changes in the macroeconomic environment in China, which could adversely affect business performance[70]. - The company acknowledges the impact of climate changes on seasonal product sales, which could affect revenue[78]. Strategic Initiatives - The company successfully became the exclusive licensee for the Saint Paul brand in mainland China, Hong Kong, and Macau, expanding its product offerings to include bags, footwear, and eyewear[8]. - The company signed a memorandum of understanding to establish a partnership in Zhuhai, Guangdong Province, aimed at achieving good investment returns through direct equity and fund investments[10]. - The company plans to continue focusing on digital transformation, increasing investments in digital marketing and membership marketing to enhance online sales[12]. - The company is actively expanding its online sales channels, including participation in the Just-in-time delivery program on platforms like Vipshop[51]. - The company plans to enhance brand exposure on social media platforms like Xiaohongshu, Douyin, and WeChat, and increase online sales through major e-commerce platforms[68]. - The company aims to develop new online and offline third-party retailers to expand its retail network[68]. - The company plans to explore new business opportunities such as brand licensing and group buying[68]. Corporate Governance - The company is committed to high standards of corporate governance, adhering to the principles and code provisions set out in the Hong Kong Stock Exchange's Corporate Governance Code[98][99]. - The board consists of 7 members, including 3 executive directors, 1 non-executive director, and 3 independent non-executive directors, ensuring a balanced and independent decision-making process[103]. - The company emphasizes the importance of transparency and accountability in its governance practices to enhance shareholder value[98]. - The board has implemented an independence assessment mechanism to enhance its efficiency and identify areas for improvement[108]. - The company has established a formal and transparent procedure for determining the remuneration policy for directors and senior management[119]. - The board has complied with listing rules by appointing at least three independent non-executive directors, constituting one-third of the board[107]. Shareholder Relations - The board proposed a special final dividend of HKD 0.02 per share for the year ending December 31, 2023, compared to no dividend in 2022[69]. - The company has established a dividend policy, with dividends subject to board approval based on financial performance and cash flow needs[159]. - Regular communication with shareholders is prioritized, with plans for investor meetings and presentations following financial announcements[159]. - The company aims to enhance investor relations through continuous dialogue and participation in annual general meetings[157]. Risk Management - The audit committee is responsible for overseeing the group's risk management and internal control systems[116]. - The company has established a risk management and internal control system aimed at managing and reducing business risks to enhance shareholder value[145]. - The internal audit department is responsible for independently reviewing the adequacy and effectiveness of the risk management and internal control systems[149]. - The company has adopted a risk model to determine risk ratings based on the likelihood and impact of identified risks[146]. - The company has established a whistleblowing procedure for employees to confidentially express concerns regarding financial reporting and internal controls[149].

Financial Performance - For the year ended December 31, 2023, the company's revenue was RMB 207.7 million, representing a slight increase of 0.6% compared to RMB 206.5 million in 2022[3]. - Gross profit for the same period was RMB 101.3 million, which is an increase of 24.4% from RMB 81.4 million in the previous year, resulting in a gross margin of 48.8%, up by 9.4 percentage points[3]. - The operating loss decreased to RMB 125.0 million, a reduction of 40.0% from RMB 208.2 million in 2022, leading to an operating loss margin of 60.2%, down by 40.6 percentage points[3]. - Loss attributable to equity holders of the parent was RMB 142.5 million, down 43.5% from RMB 252.2 million in the prior year, with basic loss per share improving to RMB (4.34) from RMB (7.68)[3]. - The company reported a total comprehensive loss of RMB 140.1 million for the year, compared to RMB 224.9 million in 2022[8]. - The company reported a net loss of RMB 144.1 million for the year 2023, compared to a loss of RMB 253.7 million in 2022, indicating an improvement[83]. - Loss before tax decreased from RMB 203.2 million in 2022 to RMB 113.8 million in 2023, a decline of approximately 44.0%[81]. - Income tax expenses decreased from RMB 50.4 million in 2022 to RMB 30.3 million in 2023, a decline of approximately 39.9%[82]. Assets and Liabilities - Total non-current assets decreased to RMB 418.0 million from RMB 498.8 million in 2022, while current assets decreased to RMB 906.5 million from RMB 970.6 million[10]. - The company's net asset value was RMB 1,130.99 million, down from RMB 1,269.05 million in the previous year[11]. - Total assets as of December 31, 2023, amounted to RMB 1,324,595,000, a decrease from RMB 1,469,399,000 in 2022, reflecting a decline of 9.8%[27][28]. - The company’s total liabilities decreased to RMB 193,606,000 in 2023 from RMB 200,351,000 in 2022, showing a reduction of 3.7%[27][28]. Revenue Breakdown - Revenue from external customers in mainland China for 2023 was RMB 202,357,000, slightly down from RMB 203,803,000 in 2022, a decrease of 0.71%[29]. - Revenue from self-operated retail points increased from RMB 169.1 million in 2022 to RMB 171.3 million in 2023, a growth of RMB 2.2 million or about 1.3%, accounting for approximately 82.5% of total revenue[65]. - Revenue from sales to third-party retailers decreased from RMB 12.1 million in 2022 to RMB 10.9 million in 2023, a decline of RMB 1.2 million or about 9.9%, representing 5.2% of total revenue[67]. - Online sales revenue increased from RMB 25.3 million in 2022 to RMB 25.5 million in 2023, a growth of RMB 0.2 million or about 0.8%, maintaining a share of 12.3% of total revenue[67]. - Revenue from self-owned brands increased from RMB 118.1 million in 2022 to RMB 136.1 million in 2023, a growth of approximately 15.2%[69]. - Self-owned brand revenue accounted for 65.5% of total revenue in 2023, up from 57.2% in 2022[70]. Expenses and Cost Management - Cost of sales decreased from RMB 125.2 million in 2022 to RMB 106.3 million in 2023, a decline of approximately 15.1%[71]. - Selling and distribution expenses decreased from RMB 196.0 million in 2022 to RMB 163.5 million in 2023, a decline of approximately 16.6%[74]. - Administrative expenses increased from RMB 46.3 million in 2022 to RMB 50.9 million in 2023, a growth of approximately 9.9%[76]. - The cost of sold inventory decreased to RMB 55,676,000 in 2023 from RMB 76,680,000 in 2022, reflecting a reduction of 27.4%[41]. Dividends and Shareholder Returns - The company proposed a special final dividend of HKD 2.0 per share, which was not applicable in the previous year[3]. - The proposed special final dividend for 2023 is HKD 0.02 per share, totaling RMB 59,501,000, compared to no dividend in 2022[50]. - Basic loss per share for 2023 was RMB 43.4 cents, improving from RMB 76.7 cents in 2022[51]. Operational Highlights - The company continues to focus on the design, production, marketing, and sales of apparel products, particularly men's clothing, with no significant changes in its main business operations during the year[13]. - The company is actively engaged in property development in China, which remains a key area of its business strategy[13]. - The retail network consisted of 134 self-operated retail points and 39 points operated by third-party retailers as of December 31, 2023, down from a total of 236 points in 2022[97]. - The company continues to expand its online sales channels, including participation in the Just-in-time delivery program on platforms like Vipshop[101]. - An exclusive master franchise agreement was signed with Interasia USA for the Saint Paul brand, effective from July 1, 2023, to June 30, 2037, to operate in mainland China, Hong Kong, and Macau[102]. Employee and Governance - The total employee cost for 2023 was RMB 23.1 million, down from RMB 32.9 million in 2022[116]. - As of December 31, 2023, approximately 661 sales personnel and production workers were outsourced, down from 921 in the previous year[115]. - The company has adhered to all corporate governance codes as of December 31, 2023, except for the separation of the roles of Chairman and CEO, which are held by the same individual[121]. Future Outlook - The company plans to increase brand exposure on social media platforms such as Xiaohongshu, Douyin, and WeChat in 2024[118]. - The company aims to enhance online sales through digital tools like the O2O system and customer loyalty programs[118]. - The company is exploring new business opportunities such as brand licensing and group purchasing[122]. - The company plans to develop new online and offline third-party retailers to expand its retail network[122].

Financial Performance - Total revenue for the six months ended June 30, 2023, was RMB 113.7 million, a decrease of 6.5% from RMB 121.6 million for the same period in 2022[6]. - Gross profit for the same period was RMB 71.3 million, down 5.9% from RMB 75.8 million in 2022[6]. - Operating loss improved to RMB 49.4 million, a reduction of 13.2% compared to RMB 56.9 million in the previous year[6]. - Loss attributable to equity holders of the parent decreased to RMB 68.1 million, down 7.7% from RMB 73.8 million in 2022[6]. - The company reported a loss before tax of RMB 43.5 million, an improvement from a loss of RMB 54.0 million in the previous period[26]. - The company reported a total comprehensive loss of RMB 56,270,000 for the period, compared to RMB 58,114,000 in the previous year[86]. - The company experienced a loss of RMB 68,080,000 during the period, compared to a loss of RMB 73,772,000 for the same period in 2022, indicating an improvement of about 7.3%[92]. - The cash flow from operating activities showed a pre-tax loss of RMB 43,469,000, which is an improvement from a loss of RMB 54,019,000 in the previous year, representing a reduction of approximately 19.5%[94]. Revenue Sources - Revenue from self-operated retail points was RMB 95.0 million, accounting for approximately 83.6% of total revenue[12]. - Revenue from outlet stores increased by 4.1% to RMB 38.2 million compared to RMB 36.7 million in the previous year[12]. - Revenue from third-party retailers decreased by 34.2% to RMB 5.0 million, representing about 4.4% of total revenue[12]. - Revenue from online sales increased from RMB 13.4 million to RMB 13.7 million, a growth of approximately 2.2%, accounting for about 12.0% of total revenue[13]. - Sales through Tmall and JD.com rose significantly from RMB 2.1 million to RMB 4.1 million, an increase of approximately 95.2%[13]. - Revenue from online discount platforms increased from RMB 2.7 million to RMB 3.6 million, a growth of approximately 33.3%[13]. - Revenue from proprietary brands increased from RMB 64.3 million to RMB 73.1 million, a growth of approximately 13.7%, and accounted for 64.3% of total revenue[15]. Inventory and Assets - The inventory turnover days increased by 147 days, from 599 days to 746 days[6]. - The current ratio remained stable at 5.0 times[6]. - As of June 30, 2023, the current assets net value was approximately RMB 769.0 million, compared to RMB 776.9 million as of December 31, 2022[34]. - Total assets as of June 30, 2023, were RMB 1,416,404,000, down from RMB 1,469,399,000 at the end of 2022[87][88]. - Current assets decreased to RMB 960,080,000 from RMB 970,556,000, with inventory dropping to RMB 165,167,000 from RMB 186,669,000[87]. - The company’s retained earnings as of June 30, 2023, amounted to RMB 688,517,000, down from RMB 755,094,000 at the end of 2022, a decrease of about 8.8%[90]. - The company’s total comprehensive income for the six months ended June 30, 2023, was negatively impacted by a fair value loss of RMB 751,000 on equity investments[90]. Employee and Corporate Governance - As of June 30, 2023, the company had approximately 227 full-time employees, down from 273 as of December 31, 2022[57]. - The board does not recommend any interim dividend for the period, consistent with the previous year[61]. - The company has complied with all corporate governance codes except for the separation of the roles of Chairman and CEO, which are held by the same individual[75]. - The company acknowledges the contributions and support of its employees during challenging times[79]. Share Capital and Options - As of June 30, 2023, the total issued share capital of the company is 3,445,450,000 shares[64]. - The company has not purchased, sold, or redeemed any of its listed securities during the six months ending June 30, 2023[67]. - A total of 203,500,000 shares have been granted under the share option scheme as of June 30, 2023[68]. - The company has not granted any stock options to employees from November 4, 2014, to June 30, 2023[73]. - The company has 203,500,000 unexercised share options as of June 30, 2023, which represents approximately 5.91% of the total issued shares[191]. Impairment and Losses - The impairment loss for trademarks during the period was approximately RMB 10.9 million, primarily affecting the "Marina Yacht," "London Fog," and "York" brands[55]. - The impairment losses recognized for trademarks during the period included RMB 2,992,000 for "London Fog" and RMB 4,955,000 for "Marina Yachting," among others, totaling RMB 26,000,000 for all trademarks[155]. - The company recorded a total impairment of RMB 10,887,000 for other intangible assets during the period[155]. Future Plans and Strategies - The company plans to explore online sales opportunities through live streaming and major e-commerce platforms to increase online sales proportion[62]. - The company aims to enhance brand exposure on social media platforms such as Xiaohongshu, Douyin, and WeChat[62]. - The company is focused on clearing old inventory and discovering new business opportunities such as brand licensing and group buying[62].

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佈的內容概不負責，對其 準確性或完整性亦不發表任何聲明，並明確表示，概不對因本公佈全部或任何部份內容 而產生或因倚賴該等內容而引致的任何損失承擔任何責任。 (於開曼群島註冊成立的有限公司) （股份代號： 1146） 截至二零二三年六月三十日止六個月的中期業績公佈 中國服飾控股有限公司（「本公司」）董事會（「董事會」）謹此公佈本公司及其附屬公司（統 稱「本集團」）截至二零二三年六月三十日止六個月的綜合業績，連同過往期間的比較數字 如下： 財務概要 截至六月三十日止六個月 二零二三年 二零二二年 人民幣百萬元 人民幣百萬元 變動 收入 113.7 121.6 (6.5%) 毛利 71.3 75.8 (5.9%) 毛利率 62.7% 62.3% +0.4個百分點 經營虧損 (49.4) (56.9) (13.2%) ...

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責，對其 準確性或完整性亦不發表任何聲明，並明確表示，概不就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的任何損失承擔任何責任。 (於開曼群島註冊成立的有限公司) （股份代號： 1146） 截至二零二二年十二月三十一日止年度 年報的補充公告 茲提述中國服飾控股有限公司（「本公司」，連同其附屬公司統稱「本集團」）於二零二三年 三月二十四日刊發的截至二零二二年十二月三十一日止年度的年報（「二零二二年年報」）。 除另有說明外，本公告所用詞彙與二零二二年年報中所界定者俱有相同涵義。 除二零二二年年報中提供的信息外，本公司董事會謹提供有關財務報表附註34所載股份 獎勵計劃的進一步信息： 根據股份獎勵計劃，可授予獲選僱員的股份最高數目在任何時候均不得超過本公司已發 行股本的百分之一。 上述信息不影響二零二二年年報內容，除本公告已披露的內容外，二零二二年年報內容 未發生變化。 ...

Financial Performance - In 2022, the company's revenue decreased by RMB 117.0 million to RMB 206.5 million, a decline of approximately 36.2% compared to RMB 323.5 million in 2021[6] - The loss attributable to equity holders increased by RMB 100.4 million to RMB 252.2 million, representing a growth of approximately 66.1% from RMB 151.8 million in 2021[6] - Total revenue for 2022 was RMB 206.5 million, down from RMB 323.5 million in 2021, representing a decline of about 36.2%[21] - Gross profit decreased from RMB 194.6 million in 2021 to RMB 81.4 million in 2022, a decline of approximately 58.2%[23] - The company reported a net loss of RMB 253.7 million for the year 2022, compared to a loss of RMB 151.9 million in 2021, representing an increase of approximately 66.9%[33] - Pre-tax loss increased from RMB 116.3 million in 2021 to RMB 203.2 million in 2022, an increase of approximately 74.7%[31] - Financial income decreased from RMB 14.5 million in 2021 to RMB 6.0 million in 2022, a decline of about 58.6%[29] - The company had a net cash flow used in operating activities of RMB 31.5 million in 2022, a decrease from RMB 72.6 million used in 2021[39] - The company had a net current asset value of approximately RMB 776.9 million as of December 31, 2022, down from RMB 893.2 million in 2021[37] Sales and Revenue Sources - Online sales revenue increased by RMB 1.3 million to RMB 25.3 million, a growth of approximately 5.4%, with online sales accounting for 12.3% of total sales, up from 7.4% in 2021[7] - The sales from self-operated retail points decreased by RMB 106.5 million to RMB 169.1 million, a decline of approximately 38.6%, representing about 81.8% of total revenue[16] - Revenue from self-operated retail points decreased from RMB 275.6 million in 2021 to RMB 169.1 million in 2022, a decline of approximately 38.7%[18] - Revenue from third-party retailers dropped from RMB 23.9 million in 2021 to RMB 12.1 million in 2022, a decrease of about 49.4%[18] - The revenue from outlet stores decreased by RMB 26.4 million to RMB 64.6 million, a decline of approximately 29.0%[16] - The sales from the self-developed O2O system decreased from RMB 32.9 million in 2021 to RMB 12.2 million in 2022, a decline of approximately 62.9%[51] - Revenue from the WeChat mall increased from RMB 6.2 million in 2021 to RMB 10.9 million in 2022, an increase of RMB 4.7 million[51] Retail Operations - The number of self-operated retail points decreased from 310 to 195, a reduction of 115 locations[16] - The total number of retail points decreased from 355 in 2021 to 236 in 2022, with a significant reduction in self-operated retail points[45] - As of December 31, 2022, the company maintained 41 retail points operated by third-party retailers, consistent with 45 retail points as of December 31, 2021[47] Cost Management - Selling and distribution expenses fell from RMB 275.7 million in 2021 to RMB 196.0 million in 2022, a decrease of about 28.9%[25] - Administrative expenses decreased from RMB 52.5 million in 2021 to RMB 46.3 million in 2022, a decline of approximately 11.8%[26] - Other income and gains decreased from RMB 17.2 million in 2021 to RMB 11.8 million in 2022, a decline of about 31.4%[24] - The total employee cost for 2022 was RMB 32.9 million, down from RMB 36.8 million in 2021, with approximately 273 full-time employees as of December 31, 2022[60] Strategic Initiatives - The company plans to focus on digital transformation and increase online sales through various e-commerce platforms in 2023[10] - The company plans to explore online sales opportunities through live streaming and increase sales on major e-commerce platforms like Tmall and JD.com[63] - The company aims to enhance brand exposure on social media platforms such as Xiaohongshu and Douyin[63] - The company established a joint venture with Shanghai Jigao Cultural Development Group to develop and operate theme parks, enhancing brand visibility[8] - The company established a joint venture, Shanghai Hongmeng Cultural Development Co., Ltd., with a 60% stake, focusing on the design, manufacturing, and marketing of children's clothing and accessories[52] Economic Environment - The overall retail sales in China declined by 0.2% in 2022, with major retail enterprises experiencing a 9.3% drop in sales[14] - The GDP growth rate in China fell to 3.0% in 2022, down from 8.1% in 2021, reflecting the broader economic impact of the pandemic[14] - The company acknowledges the uncertainty surrounding the future growth of the Chinese economy and consumer spending, which could significantly impact its business outlook[64] Risks and Challenges - The company is exposed to various risks, including foreign currency risk, credit risk, and liquidity risk, which could impact its financial performance[73] - The company cannot guarantee that it will successfully predict or meet changing consumer preferences and fashion trends, which could lead to decreased sales and profitability[66] - The company is susceptible to the impact of sudden infectious disease outbreaks, which may lead to temporary closures of retail outlets and affect product sales[74] - The company relies heavily on third-party manufacturers and suppliers for the production of most products, and any disruption in their operations could adversely affect the company's performance[70] - The company's operations are vulnerable to unexpected climate changes, which can affect seasonal product sales[71] - The company faces significant competition in the retail and apparel industry, with competitors potentially having stronger financial and operational resources[65] Corporate Governance - The company reported a commitment to high ethical standards in corporate governance, aiming to maximize long-term returns for shareholders[92] - The board consists of 7 members, including 3 executive directors, 1 non-executive director, and 3 independent non-executive directors, ensuring a balanced skill set and experience[97] - The company has adhered to the corporate governance code, except for the separation of the roles of Chairman and CEO, which are held by the same individual for effective leadership[99] - Independent non-executive directors have confirmed their independence according to the relevant guidelines, ensuring compliance with listing rules[101] - The board has established an independence assessment mechanism to enhance efficiency and identify areas for improvement[102] - The company emphasizes transparency and accountability in its operations, which is crucial for maintaining shareholder trust[92] Shareholder Information - The company reported a loss for the year ending December 31, 2022, with no proposed final dividend[162] - As of December 31, 2022, the company's distributable reserves amounted to approximately RMB 388.5 million[170] - The top five customers accounted for approximately 14.4% of total sales, with the largest customer contributing 4.6%[172] - The top five suppliers represented about 43.9% of total purchases, with the largest supplier accounting for 27.2%[172] Stock Options and Shareholding - The company has a stock option plan approved conditionally by shareholders on November 25, 2011[188] - The total number of securities available for issuance under the stock option plan is 344,545,000 shares, representing 10% of the issued shares as of the report date[193] - As of December 31, 2022, there are 221,500,000 unexercised stock options held by 78 participants, including 7 current directors[199] - The stock options granted on December 10, 2018, total 273,000,000, with a subscription price of HKD 1[195] - The total unexercised stock options as of December 31, 2022, amounted to 166,500,000 shares after accounting for 8,300,000 shares that were canceled[200] - The independent non-executive directors collectively hold 15,000,000 unexercised stock options[200]

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佈的內容概不負責，對其 準確性或完整性亦不發表任何聲明，並明確表示，概不對因本公佈全部或任何部份內容 而產生或因倚賴該等內容而引致的任何損失承擔任何責任。 (於開曼群島註冊成立的有限公司) （股份代號： 1146） 截至二零二二年十二月三十一日止年度 全年業績公佈 中國服飾控股有限公司（「本公司」）董事會（「董事會」）謹此公佈本公司及其附屬公司（統 稱「本集團」）截至二零二二年十二月三十一日止年度的綜合業績，連同上一年度的比較數 字如下： 財務概要 截至十二月三十一日止年度 二零二二年 二零二一年 人民幣 人民幣 百萬元 百萬元 變動 收入 206.5 323.5 (36.2%) 毛利 81.4 194.6 (58.2%) ...

Financial Performance - Total revenue for the six months ended June 30, 2022, was RMB 121.6 million, a decrease of 27.4% from RMB 167.6 million for the same period in 2021[8]. - Gross profit for the same period was RMB 75.8 million, down 35.6% from RMB 117.7 million in 2021[8]. - Operating loss increased to RMB 56.9 million, compared to RMB 53.7 million in the previous year, reflecting a 6.0% increase[8]. - Loss attributable to equity holders of the parent rose by 51.9% to RMB 73.8 million from RMB 48.6 million in the prior year[8]. - Basic loss per share was RMB 2.25, an increase of 52.0% from RMB 1.48 in the same period last year[8]. - The gross margin decreased to 62.3%, down 7.9 percentage points from 70.2%[8]. - The company reported a loss of RMB 73.9 million for the period, compared to a loss of RMB 48.7 million for the six months ended June 30, 2021, representing an increase of approximately 51.9%[39]. - The company reported a net loss of RMB 73,852,000, compared to a loss of RMB 48,652,000 in the previous year, representing a 52% increase in losses[109]. - The overall adjusted pre-tax loss for the company was RMB 54,019,000[167]. Revenue Breakdown - The retail sales of self-operated retail points decreased by approximately 31.8%, contributing about 82.7% to total revenue[18]. - Revenue from online sales increased from RMB 12.4 million to RMB 13.4 million, a growth of approximately 8.1%, accounting for about 11.0% of total revenue[19]. - Revenue from self-operated retail points was RMB 100.6 million, representing 82.7% of total revenue, down from RMB 147.4 million (87.9%) in the same period last year[21]. - Revenue from authorized brands was RMB 57.3 million, accounting for 47.1% of total revenue, compared to RMB 71.7 million (42.8%) last year[23]. - Revenue from online discount platforms increased from RMB 2.4 million to RMB 2.7 million, a growth of about 12.5%[19]. - Revenue from the WeChat mall increased from RMB 2.7 million to RMB 6.6 million, representing a growth of about 140%[64]. - Revenue from external customers in Taiwan and mainland China for the six months ended June 30, 2022, was RMB 121,597 thousand, a decrease from RMB 167,561 thousand in the same period of 2021[180]. Cost Management - Selling and distribution expenses decreased from RMB 157.2 million to RMB 94.7 million, a decline of approximately 39.8%[29]. - Administrative expenses reduced from RMB 26.0 million to RMB 23.4 million, a decrease of about 10.0%[32]. - The company is focusing on cost reduction strategies, as evidenced by the significant decrease in outsourced labor and employee benefits expenses[198]. - Employee benefits expenses decreased to RMB 15,138,000 from RMB 16,922,000, a reduction of approximately 10.5%[198]. - Outsourced labor costs significantly decreased to RMB 22,255,000 from RMB 44,643,000, showing a reduction of about 50.2%[198]. Cash Flow and Liquidity - The net cash flow from operating activities decreased from an inflow of RMB 6.0 million to an outflow of RMB 18.1 million, primarily due to an increase in development properties by RMB 21.6 million[48]. - The company had cash and cash equivalents totaling approximately RMB 258.3 million at the end of the period, an increase from RMB 118.7 million[47]. - The company’s cash flow from financing activities showed a net outflow of RMB (16,815) thousand for the six months ended June 30, 2022, compared to RMB (22,547) thousand in the same period of 2021[140]. - The company reported a cash flow from operating activities of RMB (18,075) thousand for the six months ended June 30, 2022, compared to RMB 6,982 thousand in the same period of 2021[136]. Inventory and Asset Management - Days sales outstanding decreased significantly to 51 days from 95 days, a reduction of 44 days[10]. - Inventory turnover days increased to 876 days, up 299 days from 577 days[10]. - The company's inventory turnover days increased by 299 days, with inventory aging under one year rising from 404 days to 590 days[42]. - The book value of the development property as of June 30, 2022, was RMB 211.8 million, with an estimated completion rate of approximately 99%[65]. - The company maintained a total of 298 retail points as of June 30, 2022, down from 355 retail points as of December 31, 2021[55]. Corporate Governance and Shareholder Information - The company believes that high levels of corporate governance are crucial for protecting shareholder interests and enhancing corporate value[95]. - The audit committee has discussed risk management and internal control systems with management regarding the preparation of the interim financial statements[99]. - The company has complied with all provisions of the corporate governance code, except for the separation of the roles of Chairman and CEO, which are held by the same individual[95]. - As of June 30, 2022, Zhang Yongli holds 9,028,000 ordinary shares and 3,000,000 related shares, totaling 12,028,000 shares, representing 0.35% of the company's issued share capital[77]. - CEC Outfitters Limited, wholly owned by Vinglory Holdings Limited, holds 839,748,000 shares, representing 24.37% of the company's issued share capital[78]. - Huang Xiaoyun holds 320,600,000 ordinary shares and 20,000,000 related shares, totaling 340,600,000 shares, representing 9.89% of the company's issued share capital[82]. - KKR China Apparel Limited holds 285,366,000 shares, representing 8.28% of the company's issued share capital, with 90% ownership by KKR China Growth Fund L.P.[85]. - Shen Chengjian holds 112,150,000 shares, while his spouse, Xiao Wenqing, holds 168,904,000 shares, representing 3.26% and 4.90% of the company's issued share capital respectively[86]. Strategic Initiatives - The company aims to enhance online and offline business integration through digitalization and will focus on increasing online sales channels in the second half of 2022[74]. - The company plans to prioritize inventory clearance due to relatively high inventory levels in the second half of 2022[74]. - The company established a joint venture, Shanghai Hongmeng Cultural Development Co., Ltd., with a 60% stake, focusing on clothing and accessories design and sales[66]. - The company engaged in a Just-in-time (JIT) delivery program with Vipshop, allowing direct delivery from warehouses to customers[59].

Financial Performance - The company's revenue decreased by 55.6% from RMB 727.8 million in 2020 to RMB 323.5 million in 2021 due to the termination of the Jeep brand men's wear licensing business[7]. - The loss attributable to equity holders increased by 24.2% from RMB 122.2 million in 2020 to RMB 151.8 million in 2021[16]. - Total revenue for the year 2021 was RMB 323.5 million, a decrease of RMB 404.3 million or approximately 55.6% compared to RMB 727.8 million in 2020[17]. - Revenue from self-operated retail points decreased by RMB 272.9 million to RMB 275.6 million in 2021, a decline of approximately 49.8%, accounting for about 85.2% of total revenue[18]. - Revenue from third-party retailers fell by RMB 66.0 million to RMB 23.9 million in 2021, a decline of approximately 73.4%, representing about 7.4% of total revenue[18]. - Online sales revenue decreased by RMB 65.4 million to RMB 24.0 million in 2021, a decline of approximately 73.2%, also accounting for about 7.4% of total revenue[21]. - Gross profit decreased by RMB 282.5 million to RMB 194.6 million in 2021, a decline of approximately 59.2%, with a gross margin of 60.2%[27]. - Selling and distribution expenses decreased by RMB 133.6 million to RMB 275.7 million in 2021, a decline of approximately 32.6%[29]. - Administrative expenses decreased by RMB 7.1 million to RMB 52.5 million in 2021, a decline of approximately 11.9%[32]. - Other income and gains decreased by RMB 4.2 million to RMB 17.2 million in 2021, a decline of approximately 19.6%[28]. - Cost of sales decreased by RMB 121.8 million to RMB 128.9 million in 2021, a decline of approximately 48.6%[26]. - Pre-tax loss increased by approximately 78.4% to RMB 116.3 million from RMB 65.2 million[37]. - Income tax expenses decreased by approximately 34.9% to RMB 35.5 million from RMB 54.5 million, primarily due to reduced pre-tax profits[39]. - The company reported a net loss of RMB 151.9 million for the year, compared to RMB 119.7 million in the previous year[40]. - Inventory turnover days increased by 236 days to 577 days, primarily due to increased procurement and reduced sales of old inventory[42]. - Net cash outflow from operating activities was RMB 72.6 million, a decrease from a cash inflow of RMB 127.3 million in the previous year[48]. Business Strategy and Development - Revenue from the company's own brand business increased by approximately 160% from RMB 69.8 million in 2020 to RMB 180.2 million in 2021, accounting for 55.7% of total revenue[8]. - The company launched a WeChat-based "cloud store" in collaboration with Weimob, contributing RMB 1.6 million in sales since its launch in September 2021[9]. - A joint venture was established to manage and operate children's clothing brands, leveraging strengths in branding, supply chain, digital marketing, and sales channels[12]. - The company plans to focus on developing its own brand business and digital-driven strategies in 2022, despite challenges posed by the Omicron variant[14]. - The company ended its eight-year partnership with J Barbour & Sons Limited to concentrate on its own brand development, particularly MCS and Marina Yachting[8]. - The company aims to explore new business opportunities, including brand licensing, group buying, wholesale, and consignment of non-apparel products[14]. - The company plans to enhance average store sales for MCS, Saint Paul, and Marina Yacht through digital tools and customer loyalty programs in 2022[73]. Market Environment - The Chinese retail market saw a GDP growth rate of 8.1% and a retail sales growth rate of 12.5% in 2021, indicating a recovery in the macroeconomic environment[16]. - The majority of the group's revenue comes from product sales in China, making it highly dependent on the Chinese consumer market's conditions and growth[76]. - Sales from licensed brand products account for approximately 44% of the group's total sales, highlighting reliance on third-party agreements[82]. - The group faces significant risks from fluctuating consumer spending due to changes in the macroeconomic environment in China, which could adversely affect business performance[76]. - The group operates in a highly competitive retail and apparel market, facing challenges from both international and domestic competitors[77]. - The group's ability to meet changing consumer preferences and fashion trends is critical for maintaining sales and profitability, with potential risks if unable to adapt[78]. - The group relies on third-party manufacturers for the production of most products, which could impact operations if supply chains are disrupted[82]. - Financial risks include foreign currency risk, credit risk, and liquidity risk, which could affect the group's financial stability[85]. - The business is susceptible to unexpected climate changes that can influence seasonal product sales[83]. - The group’s operations may be impacted by outbreaks of infectious diseases, potentially leading to temporary retail closures and reduced sales[86]. Corporate Governance - The company has a total of 7 board members, including 3 executive directors, 1 non-executive director, and 3 independent non-executive directors[108]. - The company has adopted the corporate governance code as per the Hong Kong Stock Exchange's listing rules, ensuring high standards of corporate governance[105]. - The company has confirmed compliance with the standard code of conduct for securities trading by all directors for the year ending December 31, 2021[106]. - The company has not detected any violations of the code of conduct by employees[107]. - The chairman and CEO roles are held by the same individual, Zhang Yongli, which the board believes provides strong and consistent leadership[111]. - All independent non-executive directors have confirmed their independence according to the guidelines set out in the listing rules[112]. - The company’s board members are required to retire and seek re-election at least every three years[113]. - The company has a commitment to enhancing corporate governance practices and ensuring compliance with the new corporate governance code effective from January 1, 2022[105]. - The company’s executive team has extensive experience in the retail and apparel industry, with key members having over 20 years of experience[102][103]. - The company is focused on strategic planning and operational management to enhance overall business performance[102]. - The board is responsible for leading and monitoring the company, ensuring effective business strategies and performance oversight[116]. - The audit committee held three meetings during the year to review financial performance and compliance procedures[123]. - The remuneration committee reviewed the company's compensation policy and structure, holding one meeting to discuss executive compensation[126]. - The nomination committee assessed the board's composition and diversity, holding one meeting to evaluate the qualifications of retiring directors[133]. - The company has established formal and transparent procedures for determining the compensation policies for directors and senior management[127]. - The board comprises a diverse range of directors with valuable business experience and knowledge[116]. - Directors are required to participate in ongoing professional development to stay updated on regulatory changes[117]. - The audit committee is responsible for reviewing financial statements and internal control systems[121]. - The company encourages all directors to attend relevant training courses, with costs covered by the company[117]. - The board committees are primarily composed of independent non-executive directors, ensuring effective oversight[120]. - The company has adopted a board diversity policy, emphasizing the importance of diverse backgrounds, including gender, age, and cultural background, to achieve strategic goals and sustainable development[134]. - The nomination committee will review the board diversity policy annually to assess its effectiveness and recommend necessary revisions to the board[137]. Risk Management - The board is responsible for evaluating and determining the nature and extent of risks the company is willing to take to achieve its strategic objectives[150]. - The company has established a risk management and internal control system aimed at managing and reducing business risks to enhance shareholder value[152]. - All departments conduct regular internal control assessments to identify risks that may affect the company's operations and financial processes[156]. - Management has confirmed the effectiveness of the risk management and internal control systems for the year ended December 31, 2021[157]. - The company has established a whistleblowing procedure for employees to confidentially express concerns regarding financial reporting and internal controls[158]. - The board, supported by the audit committee, reviewed the effectiveness of the risk management and internal control systems as of December 31, 2021, and deemed them sufficient[157]. Dividend Policy - The company has adopted a dividend policy without a predetermined payout ratio, considering factors such as operations, profitability, and financial condition when recommending dividends[173]. - The company did not recommend any final dividend for 2021, consistent with the previous year[74]. - The company’s distributable reserves as of December 31, 2021, were approximately RMB 669.5 million, calculated under the Cayman Islands Companies Law[194]. Customer and Supplier Information - The top five customers accounted for approximately 12.4% of total sales, with the largest customer representing 4.3% of total sales for the year ending December 31, 2021[195]. - The top five suppliers accounted for approximately 32.3% of total purchases, with the largest supplier representing 8.9% of total purchases for the year ending December 31, 2021[195].

(於開曼群島註冊成立的有限公司) (股份代號: 1146) 2021 中期報告 中國服飾控股有限公司 頁次 公司資料 2 財務摘要 3 管理層討論與分析 5 其他資料 17 中期簡明綜合財務報表審閱報告 23 中期簡明綜合損益表 25 中期簡明綜合全面收益表 26 中期簡明綜合財務狀況表 27 中期簡明綜合權益變動表 29 中期簡明綜合現金流量表 31 中期簡明綜合財務報表附註 34 目錄 1 中期報告2021 中國服飾控股有限公司 公司資料 執行董事 張永力先生（主席及行政總裁） 孫如暐先生 黃曉雲女士（首席財務官） 非執行董事 王瑋先生 獨立非執行董事 鄺偉信先生 崔義先生 楊志偉先生 公司秘書 李昕穎女士 授權代表 黃曉雲女士 李昕穎女士 審核委員會 鄺偉信先生（主席） 崔義先生 楊志偉先生 薪酬委員會 崔義先生（主席） 張永力先生 鄺偉信先生 提名委員會 張永力先生（主席） 楊志偉先生 鄺偉信先生 註冊辦事處 One Nexus Way Camana Bay Grand Cayman KY1-9005 Cayman Islands 中國總辦事處 中國上海 普陀區 同普路 1225弄9號 香港主要營業地 ...