Numans Health Food Holdings Company Limited 紐曼思健康食品控股有限公司 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：2530） 於本公告日期，董事會包括執行董事王平先生及崔娟女士；非執行董事陳學良先 生；及獨立非執行董事嚴詠怡女士、劉國煇先生及余子敖先生。 紐曼思健康食品控股有限公司（「本公司」）董事（「董事」）會（「董事會」）謹宣佈，董事 會將於二零二五年八月二十九日（星期五）舉行董事會會議，以考慮及批准本公司及 其附屬公司截至二零二五年六月三十日止六個月的中期業績及派付中期股息（如 有），以及處理其他任何事務。 承董事會命 紐曼思健康食品控股有限公司 主席 王平 香港，二零二五年八月十九日 董事會會議召開日期 ...

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。 Numans Health Food Holdings Company Limited 紐曼思健康食品控股有限公司 （於開曼群島註冊成立的有限公司） （股份代號：2530） 盈利警告 本公告乃紐曼思健康食品控股有限公司（「本公司」，連同其附屬公司統稱「本集團」） 根據香港聯合交易所有限公司證券上市規則（「上市規則」）第13.09條以及香港法例 第571章證券及期貨條例第XIVA部項下的內幕消息條文（定義見上市規則）而作出。 本公司董事（「董事」）會（「董事會」）謹此知會本公司股東（「股東」）及潛在投資者，基 於就本集團截至二零二五年六月三十日止六個月（「本期間」）的未經審核綜合管理賬 目（「未經審核綜合管理賬目」）作出的初步審閱及目前可得的最新資料，本集團預期 本期間錄得純利為人民幣2.0百萬元至人民幣5.0百萬元，而截至二零二四年六月三 十日止六個月則錄得純利約人民幣45.3百萬元。 董事會認為，上述純 ...

截至月份: 2025年7月31日 狀態: 新提交 致：香港交易及結算所有限公司 公司名稱: 紐曼思健康食品控股有限公司(於開曼群島註冊成立的有限公司) 呈交日期: 2025年8月4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) | 02530 | 說明 | 普通股 | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | 法定/註冊股本 | | | 上月底結存 | | | 5,000,000,000 | HKD | | 0.001 HKD | | 5,000,000 | | 增加 / 減少 (-) | | | | | | HKD | | | | 本月底結存 | | | 5,000,000,000 | HKD | | 0.001 HKD | | 5,000,000 | 本月底法定/註冊股本總額： HKD 5,000,000 第 1 頁 共 10 頁 v 1. ...

Industry Overview - The main listed companies in the maternal and infant industry include Kidswant (301078), Runben (603193), Aiyingshi (603214), Mengjie (002397), Jinfalabi (002762), Beiyinmei (002570), Keka (301009), China Feihe (06186.HK), Babytree Group (01761.HK), Goodbaby International (01086.HK), and Newman (02530.HK) [1] - The development history of China's maternal and infant industry can be divided into several stages: Exploration Period (1990s), Development Period (2000-2010), Explosion Period (2011-2018), and Integration Period (2019-present) [1][2] Development Stages - Exploration Period (1990s): Introduction of foreign parenting culture and products, with limited specialized maternal and infant stores [1] - Development Period (2000-2010): Increased acceptance of maternal and infant products, emergence of regional chain markets, and the rise of online maternal and infant communities [1] - Explosion Period (2011-2018): Rapid growth of online maternal and infant platforms and the establishment of offline stores as the primary consumption channel [1] - Integration Period (2019-present): Growth of private traffic through social media and the need for a "online + offline" shopping experience to maintain competitive advantage [2] Global Trends - The global maternal and infant industry began to flourish in the 1950s-60s, with significant growth in countries like Japan and the USA, leading to the emergence of chain brands [3] - By 1990, the maternal and infant market in developed countries matured, prompting international brands to enter markets like China, where domestic brands also began to rise [3] - The future of maternal and infant products will see increased diversification and innovation in sales channels and models to meet modern consumer demands [3] Market Share Insights - According to Grand View Research, baby cosmetics and toiletries account for 33.5% of the global baby products market, driven by the importance of hygiene and convenience for parents [7] - Baby food holds a 25.3% market share, with demand driven by urbanization, busy work schedules, and increasing parental focus on nutrition [7] Demographic Trends - The number of women of childbearing age in China is on a declining trend, decreasing from 380 million in 2011 to 310 million in 2022, with projections indicating a further decline by 2025 [9][10]

Financial Performance - In 2024, the company's total revenue decreased by approximately 34.9% to RMB 277.5 million, primarily due to consumer hoarding behavior and changes in purchasing power [8]. - The gross profit margin for 2024 was 76.1%, an increase from 75.2% in 2023, indicating a strong market position and premium branding [8]. - The company's revenue from DHA algae oil products contributed approximately 96.1% in 2024, compared to 94.7% in 2023, highlighting the product's significance in the revenue stream [15]. - The sales volume of DHA algae oil products in 2024 was 1,276 thousand units, with an average selling price of RMB 209.0 per unit [15]. - The sales volume of DHA algae oil products decreased from 1,918 thousand units in 2023 to 1,276 thousand units in 2024, reflecting market challenges [15]. - In the fiscal year 2024, the company's total revenue was approximately RMB 277.5 million, a decrease of 34.9% from RMB 426.5 million in fiscal year 2023 [16]. - Gross profit for fiscal year 2024 was approximately RMB 211.1 million, a decline of 34.2% year-over-year, with a gross margin of 76.1% compared to 75.2% in fiscal year 2023 [19]. - Other income increased to approximately RMB 17.5 million in fiscal year 2024 from RMB 13.5 million in fiscal year 2023 [20]. - Selling and distribution expenses were approximately RMB 90.6 million in fiscal year 2024, down from RMB 102.6 million in fiscal year 2023 [21]. - Profit attributable to owners decreased by 53.0% to approximately RMB 74.9 million in fiscal year 2024 from RMB 159.3 million in fiscal year 2023 [24]. Corporate Governance - The company is committed to maintaining high standards of corporate governance and transparency to create value for shareholders and the community [9]. - The company has a focus on corporate governance and compliance, as evidenced by the qualifications of its board members [46][49]. - The company is expanding its board with experienced professionals to enhance its governance structure [48]. - The company is committed to maintaining high standards of corporate governance to protect shareholder interests [130]. - The board consists of six members, including two executive directors and three independent non-executive directors, ensuring diverse governance [71]. - The company has established three committees: the audit committee, the remuneration committee, and the nomination committee, each with defined responsibilities [158]. - Independent non-executive directors confirm their independence in writing, ensuring the board's independence is maintained [156]. - The audit committee, composed entirely of independent non-executive directors, is responsible for reviewing the integrity of the group's financial reporting and internal control systems [160]. - The company has adopted a board diversity policy, ensuring at least one female director is included, with two female directors currently serving [149]. - The company has established a remuneration committee to review the remuneration structure for directors and senior management [108]. Market Strategy and Growth - The company plans to enhance marketing efforts and brand awareness through online and offline channels to expand market coverage in the Chinese nutrition industry [9]. - The company is optimistic about the growth potential of the nutrition industry in China, particularly in the maternal and infant sector, driven by increasing health awareness and disposable income [14]. - The company aims to strengthen its sales and distribution network, particularly in regions with lower penetration rates in China [14]. - The company plans to enhance marketing efforts and expand its sales network into Hong Kong [137]. - The company is committed to expanding its business into new regions, although this expansion carries inherent risks and uncertainties [74]. - The company is strategically positioned for future growth with a focus on expanding its market presence and enhancing its operational efficiency [52]. Employee and Management Changes - The group employed 44 employees as of December 31, 2024, down from 46 in 2023, with employee costs approximately RMB 11.7 million compared to RMB 16.6 million in 2023 [34]. - The company has seen significant management changes, with Mr. An Yong currently serving as the general manager, bringing over 17 years of experience in the food industry [56]. - The financial management team includes Ms. Sun Mei, who has over 15 years of experience in accounting and financial management, currently serving as the financial manager since February 2014 [60]. - The company has appointed a new financial director and company secretary effective February 1, 2025, indicating a change in leadership [63]. - The company has confirmed that there are no major transactions, agreements, or contracts involving significant interests held by directors or related entities [118]. Risk Management - The company faces risks related to brand reputation, supplier concentration, and reliance on online sales channels, which could impact future performance [74]. - The company believes that its risk management and internal control systems are effective and adequate during the reporting period [174]. - The audit committee is responsible for overseeing the internal control procedures and ensuring compliance with regulatory requirements [173]. Shareholder Information - The board recommends a final dividend of RMB 0.05 per ordinary share for the year ended December 31, 2024, subject to approval at the 2025 Annual General Meeting [36]. - The company has approximately RMB 376.5 million available for distribution to shareholders as of December 31, 2023, down from RMB 410.1 million in 2022 [96]. - The company’s dividend declarations are subject to approval by shareholders at the annual general meeting and cannot exceed the amount recommended by the board [181]. - The company will hold its annual general meeting on May 30, 2025 [120]. Environmental, Social, and Governance (ESG) - The company is committed to implementing comprehensive ESG principles and practices [199]. - A sustainability working group has been established at the management level, consisting of senior management members to handle environmental, social, and governance matters [200]. - The company has conducted a materiality assessment to identify significant environmental and social issues impacting investors and stakeholders [197]. - The company’s environmental, social, and governance (ESG) report covers its performance in these areas during the reporting period from January 1, 2024, to December 31, 2024 [194]. - The report includes the overall environmental and social performance of the company’s DHA product series sold in mainland China, with operations conducted from four offices and warehouses totaling 3,917.88 square meters [195].

Financial Performance - Revenue decreased by approximately 34.9% to about RMB 277.5 million (FY2023: RMB 426.5 million) [3] - Profit before tax decreased by approximately 48.9% to about RMB 99.5 million (FY2023: RMB 194.6 million) [3] - Net profit for the year decreased by approximately 53.0% to about RMB 74.9 million (FY2023: RMB 159.3 million) [3] - Adjusted net profit (excluding non-recurring IPO expenses) decreased by approximately 49.5% to about RMB 87.0 million (FY2023: RMB 172.3 million) [3] - Earnings per share attributable to owners of the company was RMB 0.0999 (FY2023: RMB 0.2125) [3] - The company's total comprehensive income for the year was RMB 76.44 million (FY2023: RMB 162.84 million) [4] - For the fiscal year ending December 31, 2024, the company reported revenue of RMB 99,467,000, a decrease from RMB 194,621,000 in 2023, indicating a decline of approximately 48.9% [27] - The company's pre-tax profit for 2024 was RMB 99,467,000, significantly lower than RMB 194,621,000 in 2023, indicating a decrease of about 48.9% [27] - Basic earnings per share for 2024 were RMB 74,900,000, compared to RMB 159,344,000 in 2023, marking a decline of about 53% [27] Dividends - The board proposed a final dividend of RMB 0.0500 per ordinary share (equivalent to HKD 0.0537) for the year ending December 31, 2024 [3] - The company declared a dividend of RMB 550,000 per share for the fiscal year 2024 [9] - The board recommended a final dividend of RMB 0.050 per share for the year ended December 31, 2024, subject to approval at the upcoming annual general meeting [61] Assets and Liabilities - Total assets less current liabilities amounted to RMB 378.35 million (FY2023: RMB 413.50 million) [5] - Cash and cash equivalents decreased to RMB 235.82 million (FY2023: RMB 262.56 million) [5] - The company recognized contract liabilities of approximately RMB 308,000,000 as of December 31, 2024, compared to RMB 221,000,000 in 2023, showing an increase of about 39.4% [20] - As of December 31, 2024, the group's current assets net value was approximately RMB 358.6 million, compared to RMB 382.7 million as of December 31, 2023, with a current ratio of 10.6 times [46] - The group had no bank loans as of December 31, 2024, and completed a global offering of 250 million shares at HKD 0.80 per share, which is expected to support future business development [47] Operational Highlights - The company primarily operates in China, generating significant revenue from the sale of nutritional products, with external customer revenue being the main source [15] - The company's revenue for the fiscal year 2024 decreased by approximately RMB 149 million or 34.9%, primarily due to reduced demand in the maternal and infant nutrition market following a surge in 2023 and a temporary economic downturn in China during the first half of 2024 [33] - Online sales channels contributed approximately 80.5% of total revenue in fiscal year 2024, amounting to RMB 277.5 million, down from RMB 426.5 million in fiscal year 2023 [36] - The sales volume of DHA products in fiscal year 2024 was 1,276 thousand units, with an average selling price of RMB 209.0 per unit, compared to 1,918 thousand units and RMB 210.7 per unit in fiscal year 2023 [35] Expenses - The company incurred a loss of RMB 1,235,000 from foreign exchange in 2024, contrasting with a gain of RMB 1,163,000 in 2023 [22] - Employee costs decreased to RMB 12,077,000 in 2024 from RMB 16,600,000 in 2023, a reduction of approximately 27.5% [24] - Sales and distribution expenses for fiscal year 2024 were approximately RMB 90.6 million, a decrease from RMB 102.6 million in fiscal year 2023 [40] - The total tax expense for the year was RMB 24,567,000, down from RMB 35,277,000 in 2023, reflecting a reduction of approximately 30.5% [27] Corporate Governance - The company has adopted high standards of corporate governance practices, with the roles of Chairman and CEO currently held by the same individual, Mr. Wang Ping [65] - The audit committee was established on December 5, 2024, and consists of three independent non-executive directors, ensuring oversight of the audit process and risk management [69] - The company will continue to review and monitor its corporate governance practices to ensure compliance with the corporate governance code [66] - The company has confirmed compliance with the standard code for securities trading by directors since the listing date [68] Future Outlook - The company plans to increase marketing efforts in 2025 to enhance brand awareness and expand market coverage, particularly in underpenetrated regions of China [32] - The company has a strong confidence in the growth prospects of the nutrition industry in China, especially in the maternal and infant sector, driven by increasing health awareness and disposable income [32] Miscellaneous - The company's auditors confirmed that the financial statements for the year ending December 31, 2024, were prepared in accordance with applicable accounting standards [71] - As of December 31, 2024, the company's shares were not listed on the stock exchange, and no securities were purchased, sold, or redeemed during this period [72] - The annual performance announcement and annual report will be published on the company's website and the stock exchange website [73] - The board expresses gratitude to shareholders, management, employees, and business partners for their support and contributions [74] - The net proceeds from the share offering on January 10, 2025, are approximately HKD 124.0 million, with no changes planned for the intended use of proceeds as outlined in the prospectus [62] - The company will suspend share transfer registration from May 27, 2025, to May 30, 2025, to determine shareholder eligibility for the annual general meeting [63] - The company will also suspend share transfer registration from June 5, 2025, to June 6, 2025, to determine eligibility for the proposed final dividend [63]