Group 1 - The company Helen's (09869) announced that starting from August 29, 2025, Executive Director Ms. Cai Wenjun and Independent Non-Executive Director Mr. Lv Xunfu have been appointed as members of the Board Nomination Committee [1]

董事名單與其角色和職能 海倫司國際控股有限公司董事會（「董事會」）成員載列如下： 執行董事： Helens International Holdings Company Limited 海 倫 司 國 際 控 股 有 限 公 司 （ 於 開 曼 群 島 註 冊 成 立 的 有 限 公 司 ） （香港股份代號：9869） （新加坡股份代號：HLS） 李東先生 王仁榮先生 呂珣福先生 董事會設立三個委員會。下表提供各董事會成員在該等委員會擔任的職位資料： | | 董事委員會 | 審核委員會 | 薪酬委員會 | 提名委員會 | | --- | --- | --- | --- | --- | | 董事 | | | | | | 徐炳忠先生 | | | M | C | | 蔡文君女士 | | | | M | | 余臻女士 | | | | | | 賀大慶先生 | | | | | | 李東先生 | | C | M | M | | 王仁榮先生 | | M | C | M | | 呂珣福先生 | | M | | M | 附註： C 相關董事委員會主席 M 相關董事委員會成員 香港和新加坡，2025年8月29日 徐炳忠先生 （主席 ...

香港交易及結算所有限公司、香港聯合交易所有限公司及新加坡證券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依賴該等內容而引致的任何損失承擔任何責任。 Helens International Holdings Company Limited 海 倫 司 國 際 控 股 有 限 公 司 （ 於 開 曼 群 島 註 冊 成 立 的 有 限 公 司 ） （香港股份代號：9869） （新加坡股份代號：HLS） 於本公告日期，執行董事為徐炳忠先生、蔡文君女士、余臻女士及賀大慶先生；以及獨立非 執行董事為李東先生、王仁榮先生及呂珣福先生。 上述變動乃因應香港聯合交易所有限公司證券上市規則（「上市規則」）及上市 規則附錄C1所載企業管治守則於2025年7月1日生效之修訂而作出。董事會相信， 實施有關變動可提升董事會之效能及多元性，從而強化本公司之企業管治常規。 董事會謹藉此機會熱烈歡迎蔡文君女士及呂珣福先生加入提名委員會履任新職。 承董事會命 海倫司國際控股有限公司 董事會主席兼 行政總裁 徐炳忠先生 香港及新加坡，2025年8月29日 提 ...

Group 1 - The company, Helen's (09869.HK), announced that its board meeting will be held on August 29, 2025, to consider and approve the interim results for the six months ending June 30, 2025 [1] - The meeting will also discuss the proposal for the distribution of an interim dividend and address other matters [1]

香港交易及結算所有限公司、香港聯合交易所有限公司及新加坡證券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依賴該等內容而引致的任何損失承擔任何責任。 Helens International Holdings Company Limited 海 倫 司 國 際 控 股 有 限 公 司 （ 於 開 曼 群 島 註 冊 成 立 的 有 限 公 司 ） （香港股份代號：9869） （新加坡股份代號：HLS） 董事會會議通告 海倫司國際控股有限公司（「本公司」）董事（「董事」）會（「董事會」）謹此宣佈， 董事會會議將於2025年8月29日（星期五）舉行，藉以（其中包括）考慮及批准本 公司及其附屬公司截至2025年6月30日止六個月的中期業績及其發佈，建議派 發中期股息以及處理其他事項。 承董事會命 海倫司國際控股有限公司 董事會主席兼行政總裁 徐炳忠先生 香港和新加坡，2025年8月19日 於本公告日期，執行董事為徐炳忠先生、蔡文君女士、余臻女士及賀大慶先生；以及獨立非 執行董事為李東先生、王仁榮先生及呂珣福先生。 ...

致：香港交易及結算所有限公司 公司名稱: 海倫司國際控股有限公司 股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2025年7月31日 狀態: 新提交 呈交日期: 2025年8月5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) | 09869 | 說明 | | | | | | | | | | | | 法定/註冊股份數目 | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 500,000,000,000,000 | USD | | 0.0000000001 | USD | | 50,000 | | 增加 / 減少 (-) | | | | | | | USD | | | | 本月底結存 | | | 500,000,000,000,000 | USD | | 0.0000000001 | USD | ...

Industry Overview - The tavern industry has not yet recovered, with competition significantly higher than in 2019. The chain development process is slow. The "Tavern Development Report 2025" indicates that the national tavern market size is projected to reach 112 billion yuan in 2024, a year-on-year increase of 7.7%, but still below the 2019 level. It is expected to grow to 117.5 billion yuan in 2025, with a year-on-year increase of 4.9% [1] - As of March 2025, the number of tavern enterprises in the country exceeds 38,000, a year-on-year increase of 2.6%, and a 139.6% increase compared to 2019, indicating intensified competition amid weak demand [1] - The chain rate of taverns remains low, with most brands having five or fewer stores, accounting for 57.9%, while brands with over 100 stores only account for 5.1% [1] Company Performance - Helen's direct sales have rapidly declined, and the transition to a franchise model is still ongoing. In 2024, the company achieved revenue of 752 million yuan, a year-on-year decrease of 37.76%, and reported a net loss of 77.976 million yuan, reversing from a net profit of 180 million yuan last year. The adjusted net profit was 101 million yuan, down 65.5% year-on-year [2] - The decline in performance is attributed to the platform transformation leading to a drop in direct sales revenue. Since 2023, the company has significantly closed direct stores, with 511 stores shut down by March 19, 2025. The "Hi Beer Partner" franchise model has expanded to 424 stores, with a total of 499 signed agreements, while the number of licensed cooperative stores decreased from 92 to 42, with over 70% of the total 579 stores being franchise stores [2] - The company is in a transitional phase from direct sales to a franchise model, with its profit model still being refined. The rapid reduction of direct stores and the immature franchise system raise concerns about its cyclical resilience. The efficiency of store operations and product structure are still being adjusted, and the ability to enhance single-store repurchase rates and efficiency through multi-scenario combinations and mechanism optimization will be key to long-term performance [2] Profit Forecast and Investment Recommendation - The company forecasts earnings per share for 2025-2027 to be 0.05, 0.06, and 0.09 yuan respectively, down from the previous forecast of 0.21 yuan for 2025, mainly due to the rapid closure of direct stores and the increase in franchise proportion, leading to a decline in overall single-store profit contribution [2] - Based on comparable companies, the reasonable valuation level for the company is set at a 29 times price-to-earnings ratio for 2025, corresponding to a target price of 1.51 HKD (with 1 HKD = 0.9138 RMB), and the rating has been adjusted to "neutral" [2]

Investment Rating - The investment rating for the company is downgraded to "Neutral" [4][7][11] Core Views - The tavern industry is experiencing intensified competition, and the recovery for the company will take time [2][10] - The company is transitioning from a direct sales model to a franchise model, facing challenges during this shift [10] - The company's revenue for 2024 is projected to be 752 million yuan, a decrease of 37.76% year-on-year, with a net loss attributed to the transition [10][11] Financial Forecast and Investment Recommendations - Earnings per share are forecasted to be 0.05, 0.06, and 0.09 yuan for 2025-2027, respectively, down from a previous estimate of 0.21 yuan for 2025 due to rapid closure of direct stores and increased franchise contributions [4][11] - The reasonable valuation level for the company is estimated at a 29 times price-to-earnings ratio for 2025, corresponding to a target price of 1.51 HKD [4][11] Financial Information - The company's revenue is expected to decline from 1,209 million yuan in 2023 to 575 million yuan in 2025, with a projected growth of 8.3% in 2026 and 12.8% in 2027 [6][10] - The gross margin is expected to decrease from 70.2% in 2023 to 45.8% in 2025, while the net margin is projected to recover to 15.5% by 2027 [6][10] - The company’s net profit attributable to the parent company is forecasted to be 60 million yuan in 2025, recovering from a loss of 78 million yuan in 2024 [6][10]

Core Viewpoint - The decline of Helen's, once a promising player in the low-cost bar market, highlights the challenges of maintaining a viable business model in a rapidly changing consumer landscape, contrasting sharply with the success of competitors like Mixue Ice Cream. Company Performance - Helen's market value plummeted from 30.2 billion HKD in 2021 to 1.8 billion HKD, a decline of over 94% [2] - In 2024, Helen's revenue dropped by 37.8% to 75.2 million HKD, with a net loss of 7.8 million HKD [4] - The number of Helen's stores decreased from a peak of 782 to 579 [4] Business Strategy - Helen's initially thrived on a low-cost model targeting young consumers, but faced a "scale trap" leading to significant losses [4] - The company closed over 500 stores in two years as part of a survival strategy, which temporarily resulted in a profit of 18 million HKD in 2023 [4] - In contrast, Mixue Ice Cream reported a revenue growth of 22.29% to 24.83 billion HKD in 2024, with a net profit increase of 41.41% to 4.44 billion HKD [8] Market Positioning - Helen's struggles stem from a mismatch between its low-price positioning and the emotional value sought in social spaces by consumers [5] - Only 34% of Helen's customers are willing to bring friends or partners, compared to 68% for competitors like Hu Tao Li [5] - The rise of alternative social venues, such as camping bars and home drinking experiences, has further diluted Helen's customer base [8] Operational Challenges - Helen's faces a heavy cost structure, with initial investments for franchise stores exceeding 600,000 CNY, compared to Mixue's 210,000 CNY [6] - Labor costs for Helen's surged by 72.5% to 1 billion CNY in 2022, adding to operational burdens [6] - The business model relies heavily on evening traffic, requiring high customer volume and turnover to be profitable [6] Competitive Landscape - The high-end market is dominated by craft beer and whiskey bars, while the low-end market is being encroached upon by convenience stores and e-commerce [6] - Mixue's success is attributed to its strategic focus on lower-tier cities and a product-driven approach that emphasizes high turnover and customer engagement [9] Future Directions - Helen's is attempting a difficult transition to a franchise model, with the "Hi Beer Partner" initiative launched in 2023, but faces challenges with declining sales in franchise stores [10] - The company has adjusted its franchise policies, which has raised concerns among franchisees regarding profitability [10] - The emergence of new social consumption spaces poses a significant threat to traditional bar models like Helen's, as consumer preferences evolve [11]

Financial Performance - The company reported a revenue increase of 15% year-over-year, reaching HKD 1.2 billion for the fiscal year ending December 31, 2024[9]. - The company provided a positive outlook for 2025, projecting a revenue growth of 10% to 12%[9]. - The company reported revenue of RMB 752 million for the year ended December 31, 2024, a decrease of 37.7% compared to RMB 1,209 million in 2023[20]. - Adjusted net profit for 2024 was RMB 100.6 million, down from RMB 291.1 million in 2023[20]. - The company’s franchise business revenue increased by 85.7% from RMB 105 million in 2023 to RMB 195 million in 2024[20]. - Revenue dropped by 37.8% from RMB 1,208.6 million in 2023 to RMB 752.2 million in 2024, primarily due to a weak consumer market[40]. - The loss before income tax for the year ending December 31, 2024, was RMB 76.6 million, compared to a profit of RMB 152.0 million for the year ended December 31, 2023[71]. - The adjusted net profit for the year ended December 31, 2024, was RMB 100.6 million, a decrease of 65.4% from RMB 291.1 million in 2023[74]. - The company reported a loss of RMB 78.0 million for the year ended December 31, 2024, compared to a profit of RMB 180.5 million in 2023[74]. Market Expansion and Strategy - The company is expanding its market presence in Southeast Asia, targeting a 25% increase in market share by 2026[9]. - New product launches contributed to 30% of total revenue, with three major products introduced in the last quarter[9]. - The company plans to invest HKD 200 million in marketing initiatives to boost brand awareness in new markets[9]. - A new partnership with a leading tech firm is expected to drive additional revenue streams, projected to contribute HKD 100 million in 2025[9]. - The company plans to continue expanding its "Hi Beer Partner" network and strengthen supply chain management capabilities[21]. - The company aims to further integrate supply chain and market resources, optimize product mix, and upgrade decor styles for differentiated and diversified operations[127]. Operational Metrics - User data showed a growth in active users by 20%, totaling 2 million users as of the end of 2024[9]. - The total number of stores increased from 479 at the end of 2023 to 560 by the end of 2024, with further growth to 579 stores by March 19, 2025[21]. - Total number of bars increased from 479 in 2023 to 579 in 2025, representing a growth of 20.8%[24]. - Average daily sales per bar in first-tier cities rose from RMB 7.5 thousand in 2023 to RMB 8.3 thousand in 2024, an increase of 10.7%[26]. - The average daily sales per "Hi Beer Partner" bar decreased from RMB 7.1 thousand in 2023 to RMB 5.0 thousand in 2024, a decline of 29.6%[26]. Financial Position and Assets - Total assets decreased from RMB 2,164.98 million in 2023 to RMB 1,375.98 million in 2024[15]. - The company’s equity attributable to owners decreased from RMB 1,821.41 million in 2023 to RMB 1,118.79 million in 2024[15]. - Non-current assets dropped significantly from RMB 740.83 million in 2023 to RMB 459.77 million in 2024[19]. - The company’s total liabilities decreased from RMB 343.58 million in 2023 to RMB 257.18 million in 2024[15]. - Cash and bank balances decreased from RMB 1,278.9 million as of December 31, 2023, to RMB 806.4 million as of December 31, 2024, primarily due to dividend payments in 2024[86]. Cost Management and Expenses - Research and development expenses increased by 18%, amounting to HKD 150 million, focusing on innovative technologies[9]. - Employee benefits and human resources expenses decreased by 41.9% from RMB 298.8 million in 2023 to RMB 173.7 million in 2024 due to a reduction in workforce[48]. - The depreciation of right-of-use assets decreased by 44.8% from RMB 110.2 million for the year ended December 31, 2023, to RMB 60.8 million for the year ending December 31, 2024, mainly due to the termination of several direct-operated restaurant lease agreements[49]. - Utility expenses decreased by 44.3% from RMB 34.8 million for the year ended December 31, 2023, to RMB 19.4 million for the year ending December 31, 2024, as a result of the reduction in the number of restaurants[53]. Corporate Governance and Management - The management team includes experienced executives with over 20 years in the tavern operation market and over 12 years in the restaurant service industry[110][111]. - The CFO has a strong background in capital operations and financial management, having previously worked in investment banking[112]. - The independent non-executive directors bring extensive experience in strategic investment, mergers and acquisitions, and corporate governance[116][117]. - The board of directors is committed to high standards of corporate governance and will continue to review and monitor governance practices[199]. - The company has established a remuneration committee to determine the compensation policy for directors and senior management based on their experience and qualifications[141]. Compliance and Risk Management - The company has implemented food safety and quality assurance measures to mitigate risks associated with its industry[105]. - The company emphasizes the importance of employee training and competitive compensation to retain talent, with annual reviews of employee remuneration[188]. - The company has established compliance policies to ensure adherence to applicable laws and regulations, with no significant non-compliance issues reported during the period[186]. - The audit committee reviewed the audited consolidated financial statements for the year ending December 31, 2024, confirming compliance with applicable accounting standards and regulations[193]. Shareholder Information - The board proposed a final dividend of RMB 0.1146 per share for the year ending December 31, 2024, compared to RMB 0.3153 per share in 2023[128]. - The final dividend will be subject to approval at the annual general meeting on May 14, 2025[128]. - The final dividend will be paid in HKD to Hong Kong shareholders and in SGD to Singapore shareholders based on the official exchange rate on May 14, 2025[131]. - As of December 31, 2024, the chairman holds 861 million shares, representing 68.04% of the issued share capital[150]. - The company has no treasury shares as of December 31, 2024[177].