H&H国际控股(01112) - 2025 - 中期财报

Corporate Information Board of Directors and Committees The Board comprises executive, non-executive, and independent non-executive directors, with committees ensuring a sound corporate governance structure - The Board of Directors includes executive directors such as Mr Luo Fei (Chairman) and Mr Wang Yidong, along with several non-executive and independent non-executive directors[4] - The company has an Audit Committee, Nomination Committee, Remuneration Committee, and Environmental, Social and Governance Committee, each with a designated chairman and members[4] Corporate Contact Information and Professional Services The company is registered in the Cayman Islands, with its head office in Hong Kong, and employs Ernst & Young as its auditor - The company's registered office is in the Cayman Islands, with its head office and principal place of business located at One Island East, Taikoo Place, 18 Westlands Road, Quarry Bay, Hong Kong[4] - Ernst & Young serves as the company's auditor, and Computershare Hong Kong Investor Services Limited is the Hong Kong branch share registrar[5] Financial Highlights Key Financial Indicators For the six months ended June 30, 2025, revenue grew by 4.9% to RMB 7,019.2 million, while net profit significantly decreased by 76.8% Key Financial Indicators for the Six Months Ended June 30 | Indicator | 2025 (RMB million) | 2024 (RMB million) | Change | | :--- | :--- | :--- | :--- | | Revenue | 7,019.2 | 6,692.1 | +4.9% | | Gross Profit | 4,389.1 | 4,072.3 | +7.8% | | EBITDA* | 1,033.1 | 1,098.4 | –5.9% | | Adjusted Comparable EBITDA* | 1,100.7 | 1,139.8 | –3.4% | | Adjusted Comparable EBITDA Margin | 15.7% | 17.0% | –1.3 ppts | | Net Profit | 71.0 | 305.8 | –76.8% | | Adjusted Comparable Net Profit** | 363.0 | 347.2 | +4.6% | | Adjusted Comparable Net Profit Margin | 5.2% | 5.2% | – | - EBITDA refers to earnings before interest, income tax expense, depreciation, and amortization, while adjusted comparable figures exclude non-cash and non-recurring items[6] Revenue Composition Analysis Nutritional supplements remain the primary revenue source at 65.6%, with Mainland China being the largest market, contributing 70.3% of total revenue Revenue by Product Segment | Product Segment | 2025 Share | 2024 Share | | :--- | :--- | :--- | | Nutritional Supplements | 65.6% | 66.1% | | Infant Formulae | 28.1% | 26.9% | | Others | 6.3% | 7.0% | Revenue by Business Segment | Business Segment | 2025 Share | 2024 Share | | :--- | :--- | :--- | | Adult Nutrition and Care Products (ANC) | 49.0% | 49.0% | | Pet Nutrition and Care Products (PNC) | 15.4% | 14.7% | | Baby Nutrition and Care Products (BNC) | 35.6% | 36.3% | Revenue by Geography | Geography | 2025 Share | 2024 Share | | :--- | :--- | :--- | | Mainland China | 70.3% | 67.9% | | Australia and New Zealand | 11.4% | 14.6% | | North America | 12.3% | 12.2% | | Other regions | 6.0% | 5.3% | Chairman's Statement Overall Performance and Strategic Highlights The Group's total revenue grew 5.2% on a like-for-like basis in the first half, driven by a focus on high-margin growth segments - Total revenue grew 5.2% on a like-for-like basis in the first half, with all business segments returning to growth[14] - High-margin nutritional supplements accounted for 65.6% of revenue, with vitamins, herbs and mineral supplements (VHMS) growing 5.8% and pet nutrition growing 14.3%[16] - The company achieved an adjusted comparable EBITDA margin of 15.7%, improved adjusted comparable net profit, and successfully refinanced its 2026 senior notes[16] - An interim dividend of HK$0.19 per ordinary share was declared, representing approximately 30% of adjusted comparable net profit[18] Adult Nutrition and Care Products The Adult Nutrition and Care Products segment achieved mid-single-digit growth, driven by strong performance in Mainland China, particularly in beauty and anti-aging - The Adult Nutrition and Care Products (ANC) segment achieved mid-single-digit growth in the first half, with double-digit growth in Mainland China[19] - Swisse ranked No. 1 in Mainland China's overall VHMS market, with cross-border e-commerce sales growing by 18.1%[16][20][22] - Sales through the Douyin channel grew by 80.3%, with market share ranking fourth in the industry[20] - The ANZ local market saw solid growth, but total revenue declined by 16.2% on a like-for-like basis due to a downturn in the corporate daigou business[22] Baby Nutrition and Care Products The Baby Nutrition and Care Products segment resumed growth after the new "GB" standard transition, with Mainland China infant formula sales up 10.0% - The Baby Nutrition and Care Products (BNC) segment resumed growth, with Mainland China infant formulae sales increasing by 10.0%[16][24] - Biostime's market share in Mainland China's super premium infant formulae segment reached a record high of 15.9%[16][24] - During the 618 online shopping festival, GMV for Stage 1 and 2 infant formulae grew by 103%[24] Pet Nutrition and Care Products The Pet Nutrition and Care Products segment achieved high-single-digit growth, with high-margin pet nutrition products growing 14.3% on a like-for-like basis - The Pet Nutrition and Care Products (PNC) segment achieved high-single-digit growth, with high-margin pet nutrition products growing 14.3% on a like-for-like basis[16][26] - Zesty Paws delivered strong like-for-like growth of 13.4% in North America, while Solid Gold sales in Mainland China grew by 17.5%[16][26][27] - Solid Gold's sales in North America decreased by 23.3%, reflecting a strategic shift towards higher-margin channels and premium products[26] Optimising Capital Structure The company successfully refinanced its 2026 USD senior notes by issuing new 3.5-year US$300 million senior notes, reducing financing costs - Successfully issued new 3.5-year US$300 million senior notes to refinance the 2026 USD senior notes, lowering overall financing costs[16][28] - As of June 30, 2025, cash reserves stood at RMB 1.83 billion, with RMB-denominated and hedged RMB debt accounting for 75.7% of total borrowings[28] Outlook The company will continue to drive growth in high-margin VHMS and pet nutrition, accelerate business expansion, and maintain a healthy profitability level - The ANC segment is expected to maintain growth momentum in the second half, while infant formulae sales are projected to accelerate[29] - The PNC business will continue its growth trajectory, with Zesty Paws executing its omni-channel strategy and Solid Gold gaining traction in Mainland China[30] - The company is committed to maintaining ample liquidity, pursuing deleveraging, and steadily reducing its net gearing ratio to enhance financial resilience[30] Appreciation The Chairman expresses sincere gratitude to all stakeholders and reaffirms the company's commitment to creating long-term value - Chairman Luo Fei extends sincere thanks to stakeholders, including shareholders, employees, business partners, and creditors[31] - The company will continue to create long-term value for all it serves and is dedicated to inspiring people globally to live healthier and happier lives[31] Management Discussion and Analysis Operating Results For the six months ended June 30, 2025, Group revenue grew 4.9% on a reported basis and 5.2% on a like-for-like basis to RMB 7,019.2 million - For the six months ended June 30, 2025, Group revenue increased by 4.9% on a reported basis (5.2% on a like-for-like basis) to RMB 7,019.2 million[33] - Revenue from high-margin nutritional supplements grew by 4.6% year-on-year on a like-for-like basis, accounting for 65.6% of total Group revenue[33] Revenue by Product Segment (RMB million) | Product Segment | 2025 | 2024 | Reported Change | Like-for-like Change | 2025 Share | 2024 Share | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Nutritional Supplements | 4,606.0 | 4,425.2 | 4.1% | 4.6% | 65.6% | 66.1% | | - Vitamins, herbs and mineral supplements | 3,418.3 | 3,258.2 | 4.9% | 5.8% | 48.7% | 48.7% | | - Pet nutrition | 760.5 | 658.4 | 15.5% | 14.3% | 10.8% | 9.8% | | - Infant probiotics and nutritional supplements | 427.2 | 508.6 | -16.0% | -16.0% | 6.1% | 7.6% | | Infant Formulae | 1,970.9 | 1,798.4 | 9.6% | 9.6% | 28.1% | 26.9% | | Others | 442.3 | 468.5 | -5.6% | -5.8% | 6.3% | 7.0% | Revenue by Business Segment (RMB million) | Business Segment | 2025 | 2024 | Reported Change | Like-for-like Change | 2025 Share | 2024 Share | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Adult Nutrition and Care Products (ANC) | 3,438.7 | 3,275.6 | 5.0% | 5.9% | 49.0% | 49.0% | | Baby Nutrition and Care Products (BNC) | 2,501.3 | 2,431.5 | 2.9% | 2.9% | 35.6% | 36.3% | | Pet Nutrition and Care Products (PNC) | 1,079.2 | 985.0 | 9.6% | 8.6% | 15.4% | 14.7% | Revenue by Geography (RMB million) | Geography | 2025 | 2024 | Reported Change | Like-for-like Change | 2025 Share | 2024 Share | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Mainland China | 4,936.0 | 4,541.4 | 8.7% | 8.7% | 70.3% | 67.9% | | ANZ | 800.7 | 975.9 | -18.0% | -15.6% | 11.4% | 14.6% | | North America | 862.2 | 815.8 | 5.7% | 4.6% | 12.3% | 12.2% | | Other regions | 420.3 | 359.0 | 17.1% | 18.8% | 6.0% | 5.3% | | Total | 7,019.2 | 6,692.1 | 4.9% | 5.2% | 100.0% | 100.0% | - Revenue from Mainland China increased by 8.7% year-on-year to RMB 4,936.0 million, accounting for 70.3% of total Group revenue[37] - Revenue from the ANZ market decreased by 15.6% on a like-for-like basis, mainly due to the decline in the corporate daigou business[41] - Revenue from North America grew by 4.6% on a like-for-like basis, driven by premiumisation and channel expansion in pet nutrition[42] - Revenue from other regions increased by 18.8% on a like-for-like basis, with strong performance in Asian expansion markets[43] Gross Profit and Gross Profit Margin Gross profit increased by 7.8% to RMB 4,389.1 million, with the gross profit margin rising from 60.9% to 62.5% due to favorable product mix - Gross profit for the first half was RMB 4,389.1 million, an increase of 7.8% from the same period last year[44] - The gross profit margin increased from 60.9% in 1H 2024 to 62.5% in 1H 2025[44] - The gross profit margin for the ANC segment rose to 67.5%, the PNC segment's margin rose to 58.7%, while the BNC segment's margin decreased to 57.3%[45] Other Income and Gains For the six months ended June 30, 2025, other income and gains amounted to RMB 61.8 million, mainly from foreign exchange gains - Other income and gains were RMB 61.8 million, primarily including net foreign exchange gains of RMB 24.4 million[46][47] Selling and Distribution Costs Selling and distribution costs rose 12.4% to RMB 2,883.9 million, increasing as a percentage of revenue from 38.3% to 41.1% - Selling and distribution costs increased by 12.4% to RMB 2,883.9 million, representing 41.1% of revenue compared to 38.3% previously[48] - The ANC business's selling and distribution costs rose by 19.2%, increasing to 41.9% of its revenue[49] - The BNC business's selling and distribution costs remained broadly stable, decreasing to 38.1% of its revenue[51] - The PNC business's selling and distribution costs increased by 21.6%, rising to 45.4% of its revenue[52] Administrative Expenses Administrative expenses slightly decreased by 1.8% to RMB 398.5 million, reflecting efforts in operational efficiency and cost management - Administrative expenses slightly decreased by 1.8% to RMB 398.5 million[53] - As a percentage of revenue, administrative expenses decreased from 6.1% to 5.7%, benefiting from improved operational efficiency and cost management[53] Other Expenses Other expenses amounted to RMB 181.7 million, primarily comprising R&D expenses of RMB 95.9 million and a net fair value loss on financial instruments - Other expenses were RMB 181.7 million, of which R&D expenses were RMB 95.9 million, a year-on-year decrease of 7.8%[54] - A non-cash net fair value loss on derivative financial instruments of RMB 74.1 million was recorded, mainly due to losses on cross-currency swaps[54] EBITDA and Adjusted Comparable EBITDA Adjusted comparable EBITDA decreased by 3.4% to RMB 1,100.7 million, with the margin declining by 1.3 percentage points to 15.7% - Adjusted comparable EBITDA was RMB 1,100.7 million, a decrease of 3.4% from the same period last year[55] - The adjusted comparable EBITDA margin decreased from 17.0% to 15.7%, mainly due to a higher investment base, unfavorable channel mix, and strategic investments[55] Reconciliation of EBITDA and Adjusted Comparable EBITDA (RMB million) | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | EBITDA | 1,033.1 | 1,098.4 | | Adjustments for the following items: | | | | Non-cash items: | | | | (1) Net foreign exchange (gains)/losses | (24.4) | 40.9 | | (2) Net fair value losses/(gains) on derivative financial instruments and other non-current financial assets | 68.5 | (59.1) | | (3) Share of losses of an associate | 13.5 | 12.7 | | Non-recurring items: | | | | (4) One-off advisory fees related to Group entity structure optimisation | 10.0 | – | | (5) One-off restructuring costs for Solid Gold business in North America | – | 46.9 | | Adjusted Comparable EBITDA | 1,100.7 | 1,139.8 | Finance Costs Finance costs increased by 33.8% to RMB 579.5 million, primarily due to a one-off premium for the refinancing of the 2026 senior notes - Finance costs increased by 33.8% to RMB 579.5 million[57] - Costs included RMB 351.5 million in interest on loans and notes, and a RMB 224.4 million one-off premium and non-cash write-off for the 2026 senior notes refinancing[57] - The implied annual interest expense rate (including hedging benefits) decreased from 7.07% to 6.63%[58] Income Tax Expense Income tax expense rose by 7.9% to RMB 235.3 million, with the effective tax rate on a reported basis increasing from 41.6% to 76.8% - Income tax expense increased by 7.9% to RMB 235.3 million[59] - On a reported basis, the effective tax rate increased from 41.6% to 76.8%[59] Net Profit and Adjusted Comparable Net Profit Net profit was RMB 71.0 million, a 76.8% decrease, while adjusted comparable net profit was RMB 363.0 million, a 4.6% increase Reconciliation of Net Profit and Adjusted Comparable Net Profit (RMB million) | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Net Profit | 71.0 | 305.8 | | Adjustments for the following items: | | | | EBITDA adjusted comparable items listed above | 67.6 | 41.4 | | Non-cash item*: | | | | One-off premium and non-cash write-off of related unamortised transaction costs for tender offer and early redemption of 2026 Senior Notes | 224.4 | – | | Adjusted Comparable Net Profit | 363.0 | 347.2 | - Adjusted comparable net profit increased by 4.6% year-on-year to RMB 363.0 million[60] Non-IFRS Financial Measures The company uses adjusted comparable EBITDA and net profit as non-IFRS measures to eliminate non-cash or non-recurring items for better comparison - The company uses adjusted comparable EBITDA and adjusted comparable net profit as non-IFRS financial measures to eliminate the impact of non-cash or non-recurring items[61] Liquidity and Capital Resources The company maintained a solid liquidity position with net cash from operating activities of RMB 998.0 million and a net gearing ratio of 3.89x - Net cash from operating activities was RMB 998.0 million, net cash used in investing activities was RMB 31.4 million, and net cash used in financing activities was RMB 706.5 million[64][65][66] - As of June 30, 2025, cash and bank balances amounted to RMB 1,812.0 million[67] Net Gearing Ratio | Indicator | June 30, 2025 (RMB million) | December 31, 2024 (RMB million) | | :--- | :--- | :--- | | Total Debt | 9,259.6 | 9,403.3 | | Less: Cash and cash equivalents | 1,812.0 | 1,603.9 | | Net Debt | 7,447.6 | 7,799.4 | | Divided by: Adjusted Comparable EBITDA | 1,913.2 | 1,952.3 | | Net Gearing Ratio | 3.89x | 3.99x | Working Capital The average turnover days for trade and bills receivables slightly decreased to 27 days, while inventory turnover days improved to 131 days - The average turnover days for trade and bills receivables slightly decreased from 28 days to 27 days[69] - Inventory turnover days decreased from 146 days to 131 days, with BNC product inventory turnover days decreasing to 122 days[70] Interim Dividend The Board resolved to declare an interim dividend of HK$0.19 per ordinary share, representing approximately 30% of adjusted comparable net profit - The Board declared an interim dividend of HK$0.19 per ordinary share, representing approximately 30% of adjusted comparable net profit[72] Material Business Development Subsequent to the End of the Reporting Period The company's subsidiary, BHA, has formally objected to an amended assessment from the Australian Taxation Office and paid a cash deposit of A$104 million - BHA has objected to the Australian Taxation Office's demand for A$234.5 million in primary tax, A$55.2 million in interest, and A$117.3 million in penalties[73] - BHA paid a cash deposit of A$104 million on July 15, 2025, which will be recognised as an asset on the balance sheet[74] - The company believes the probability of a future outflow of funds is low and is prepared to pursue further legal action[74][75] Corporate Governance and Other Information Corporate Governance Code The company has complied with all code provisions of the Corporate Governance Code as set out in the Listing Rules of The Stock Exchange of Hong Kong Limited - The company has complied with all code provisions of the Corporate Governance Code that were in effect as of June 30, 2025[76] Model Code for Securities Transactions The company has adopted its own code of conduct for directors' securities transactions on terms no less exacting than the required standard - The company has adopted its own code of conduct for directors' securities transactions on terms no less exacting than the Model Code[78] - All directors have confirmed compliance with the company's code and the Model Code, and no violations by employees were found[78][80] Audit Committee The Audit Committee, comprising three non-executive directors, is primarily responsible for overseeing financial reporting and internal controls - The Audit Committee, chaired by Professor Ding Yuan, is primarily responsible for the appointment of external auditors and monitoring financial reporting and internal controls[82] Remuneration Committee The Remuneration Committee's main objective is to make recommendations on the remuneration policy and structure for directors and senior management - The Remuneration Committee, chaired by Mr Chan Wai Cheng, is primarily responsible for making recommendations on the remuneration policy for directors and senior management[83] Nomination Committee The Nomination Committee is responsible for reviewing the Board's composition, developing nomination procedures, and assessing the independence of directors - The Nomination Committee, chaired by Mr Luo Fei, is responsible for reviewing Board composition, establishing nomination procedures, and assessing the independence of INEDs[84] - The committee considers diversity factors such as gender, race, language, cultural background, and industry experience when assessing Board composition[84] Environmental, Social and Governance Committee The ESG Committee aims to effectively manage sustainability matters and enhance the quality of related disclosures - The Environmental, Social and Governance Committee, chaired by Ms Laetitia Albertini, aims to more effectively manage sustainability matters[86] - The committee's duties include assisting the Board in overseeing the development of sustainability vision, goals, and strategies, and managing related risks[86] Shareholder Communication and Investor Relations The company maintains effective communication with shareholders through various channels, including general meetings and investment conferences - The company maintains effective communication with shareholders through general meetings, investment conferences, and one-on-one meetings[87] - In the first half of the year, the company participated in 18 investment conferences and held approximately 290 meetings with analysts and institutional investors[87] - The company's website, www.hh.global, provides the latest business, financial, and corporate governance information[88] Review of Interim Financial Statements The financial information in this interim report has been reviewed by the independent auditor, Ernst & Young, in accordance with HKSRE 2410 - The interim condensed consolidated financial statements are unaudited but have been reviewed by the independent auditor, Ernst & Young, in accordance with HKSRE 2410[89] Purchase, Sale or Redemption of the Company's Listed Securities The company repurchased and redeemed a total principal amount of US$297,000,000 of its 13.5% senior notes due 2026 to optimize its capital structure - The company repurchased and redeemed a total principal amount of US$297,000,000 of its 13.5% senior notes due 2026[90] - This repurchase was funded by the issuance of 9.125% senior notes due 2028, aiming to reduce financing costs and optimize the capital structure[90] Share Schemes The company has adopted six share schemes, with the 2022 Share Award Scheme and the 2024 Share Scheme remaining in effect - The company has adopted six share schemes, with the 2022 Share Award Scheme and the 2024 Share Scheme remaining in full force and effect[91] - As of June 30, 2025, the total number of shares available for issue under the 2024 Share Scheme was 64,556,135, representing approximately 10% of the issued share capital[94] - As of June 30, 2025, the total number of shares available for issue under the 2022 Share Award Scheme was 57,808,894, representing approximately 8.95% of the issued share capital[101] - The 2020 Share Option Scheme and 2010 Share Option Scheme have been terminated for new grants, but outstanding options remain valid[102][105] Interests and Short Positions of Directors and Chief Executives in Shares, Underlying Shares and Debentures of the Company As of June 30, 2025, Mr Luo Fei held a 66.92% interest in the company's shares and underlying shares through beneficial ownership and as a trust founder Interests and Short Positions of Directors and Chief Executives in Shares, Underlying Shares and Debentures of the Company | Director's Name | Capacity/Nature of interest | Long/Short Position | Shares or Underlying Shares | Approx. % of interest in the Company | | :--- | :--- | :--- | :--- | :--- | | Mr Luo Fei | Beneficial owner | Long | 1,185,196 | 0.18% | | | Beneficial owner | Long | 493,002 | 0.08% | | | Founder of a discretionary trust | Long | 432,000,000 | 66.92% | | Mr Wang Yidong | Beneficial owner | Long | 640,470 | 0.10% | | | Beneficial owner | Long | 594,731 | 0.09% | | Ms Laetitia Albertini | Beneficial owner | Long | 1,305,367 | 0.20% | | | Beneficial owner | Long | 893,027 | 0.14% | | Mr Luo Yun | Beneficiary of a trust | Long | 432,000,000 | 66.92% | | Ms Mingshu Zhao Wiggins | Beneficial owner | Long | 40,000 | 0.006% | | Mr Chan Wai Cheng | Beneficial owner | Long | 180,000 | 0.03% | | | Beneficial owner | Long | 200,000 | 0.03% | | Ms Luo Liu Yanqing | Beneficial owner | Long | 120,000 | 0.02% | | | Beneficial owner | Long | 100,000 | 0.02% | | Professor Ding Yuan | Beneficial owner | Long | 80,000 | 0.01% | - The Luo Fei Family Trust and the Luo Yun Family Trust indirectly hold a 66.92% interest in the company through UBS Trustees (BVI) Limited[112] Interests and Short Positions of Substantial Shareholders As of June 30, 2025, Coliving Holdings Limited and its controlled corporations were substantial shareholders, each holding a 66.92% interest Interests and Short Positions of Substantial Shareholders | Name | Capacity/Nature of interest | Long/Short Position | Number of Shares | Approx. % of shareholding | | :--- | :--- | :--- | :--- | :--- | | Coliving Holdings Limited | Beneficial owner | Long | 432,000,000 | 66.92% | | Flying Company Limited | Interest of controlled corporation | Long | 432,000,000 | 66.92% | | Coliving Limited | Interest of controlled corporation | Long | 432,000,000 | 66.92% | | UBS Trustees (BVI) Limited | Trustee | Long | 432,000,000 | 66.92% | - Coliving Holdings Limited is owned 57.25% by Coliving Limited, which is 100% owned by Flying Company Limited[114][115] Changes in Directors' Information No changes in directors' information were disclosed in this interim report - There were no changes in directors' information required to be disclosed pursuant to Rule 13.51B(1) of the Listing Rules in this interim report[118] Change in Composition of Board Committees Ms Pascale Laborde resigned from the ESG Committee, and Ms Yang Wenyun was appointed as her replacement, effective August 26, 2025 - Ms Pascale Laborde resigned as a member of the Environmental, Social and Governance Committee, and Ms Yang Wenyun was appointed to succeed her, effective August 26, 2025[119] Continuing Disclosure Obligations under the Listing Rules The company disclosed refinancing credit agreements containing a clause linked to the shareholding of Mr Luo Fei and his family members - The June and August 2024 refinancing credit agreements stipulate that the facilities will be cancelled if Mr Luo Fei and his family members cease to beneficially own the largest percentage of the company's voting share capital[120][122] - The June 2024 refinancing term loan facility of US$150,000,000 equivalent was fully drawn down on July 10, 2024[121] - The August 2024 refinancing credit facility of US$540,000,000 equivalent was drawn down on November 13, 2024[122] Interim Dividend The Board declared an interim dividend of HK$0.19 per ordinary share, representing approximately 30% of adjusted comparable net profit - The Board declared an interim dividend of HK$0.19 per ordinary share (2024: HK$0.30), representing approximately 30% of adjusted comparable net profit[124] - The interim dividend will be paid on October 17, 2025, to shareholders on the register of members as of September 15, 2025[124] Closure of Register of Members The register of members will be closed from September 11 to September 15, 2025, to determine eligibility for the interim dividend - The register of members will be closed from September 11 to September 15, 2025, with the record date being September 15, 2025[125] Report on Review of Interim Condensed Consolidated Financial Statements Conclusion The independent auditor, Ernst & Young, found no matters suggesting the interim financial information was not prepared in accordance with IAS 34 - Ernst & Young has reviewed the interim financial information and has not become aware of any matter that causes it to believe that the interim financial information is not prepared, in all material respects, in accordance with IAS 34[130] Interim Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income Statement of Profit or Loss Overview For the six months ended June 30, 2025, the company's revenue was RMB 7,019,234 thousand, with a profit for the period of RMB 71,017 thousand Interim Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income (RMB'000) | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Revenue | 7,019,234 | 6,692,132 | | Cost of sales | (2,630,154) | (2,619,838) | | Gross profit | 4,389,080 | 4,072,294 | | Other income and gains | 61,751 | 118,231 | | Selling and distribution costs | (2,971,278) | (2,653,763) | | Administrative expenses | (398,526) | (405,868) | | Other expenses | (181,731) | (161,035) | | Finance costs | (579,542) | (433,251) | | Share of losses of an associate | (13,462) | (12,669) | | Profit before tax | 306,292 | 523,939 | | Income tax expense | (235,275) | (218,136) | | Profit for the period | 71,017 | 305,803 | | Total comprehensive income for the period | 225,394 | 265,231 | | Basic earnings per share attributable to ordinary equity holders of the parent | 0.11 | 0.48 | | Diluted earnings per share attributable to ordinary equity holders of the parent | 0.11 | 0.48 | Interim Condensed Consolidated Statement of Financial Position Statement of Financial Position Overview As of June 30, 2025, total non-current assets were RMB 14,331,162 thousand, and total current assets were RMB 5,064,338 thousand, with net assets of RMB 6,009,377 thousand Interim Condensed Consolidated Statement of Financial Position (RMB'000) | Indicator | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Non-current assets | | | | Property, plant and equipment | 338,327 | 318,506 | | Right-of-use assets | 178,627 | 118,734 | | Goodwill | 7,666,645 | 7,603,641 | | Intangible assets | 5,293,238 | 5,295,021 | | Deferred tax assets | 525,578 | 530,681 | | Other non-current financial assets | 194,298 | 174,164 | | Total non-current assets | 14,331,162 | 14,219,781 | | Current assets | | | | Inventories | 1,932,804 | 1,906,675 | | Trade and bills receivables | 1,143,936 | 927,179 | | Cash and cash equivalents | 1,812,024 | 1,603,920 | | Total current assets | 5,064,338 | 4,622,641 | | Current liabilities | | | | Trade and bills payables | 941,105 | 907,383 | | Other payables and accruals | 2,084,435 | 1,937,772 | | Interest-bearing bank and other borrowings | 858,981 | 860,905 | | Senior notes | 84,996 | 2,247 | | Total current liabilities | 4,227,508 | 3,872,369 | | Non-current liabilities | | | | Senior notes | 2,106,195 | 2,117,248 | | Interest-bearing bank loans and other borrowings | 6,123,880 | 6,304,559 | | Deferred tax liabilities | 724,978 | 684,455 | | Total non-current liabilities | 9,158,615 | 9,156,682 | | Net assets | 6,009,377 | 5,813,371 | | Total equity | 6,009,377 | 5,813,371 | Interim Condensed Consolidated Statement of Changes in Equity Statement of Changes in Equity Overview As of June 30, 2025, total equity increased to RMB 6,009,377 thousand from RMB 5,813,371 thousand at the end of 2024 Interim Condensed Consolidated Statement of Changes in Equity (RMB'000) | Indicator | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Issued capital | 5,519 | 5,519 | | Share premium account | 694,991 | 694,991 | | Shares held for share award scheme | (33,229) | (37,680) | | Retained profits | 6,533,049 | 6,460,019 | | Total equity | 6,009,377 | 5,813,371 | | Profit for the period | 71,017 | 305,803 | | Other comprehensive income/(loss) for the period | 154,377 | (40,572) | | Total comprehensive income for the period | 225,394 | 265,231 | Interim Condensed Consolidated Statement of Cash Flows Statement of Cash Flows Overview For the six months ended June 30, 2025, net cash from operating activities was RMB 998,033 thousand, with cash and cash equivalents at period end of RMB 1,812,024 thousand Interim Condensed Consolidated Statement of Cash Flows (RMB'000) | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Net cash flows from operating activities | 998,033 | 1,052,540 | | Net cash flows (used in)/from investing activities | (31,385) | 8,389 | | Net cash flows used in financing activities | (706,534) | (86,704) | | Net increase in cash and cash equivalents | 260,114 | 974,225 | | Cash and cash equivalents at beginning of period | 1,603,920 | 1,364,283 | | Net effect of foreign exchange rate changes | (52,010) | 40,586 | | Cash and cash equivalents at end of period | 1,812,024 | 2,379,094 | Notes to the Interim Condensed Consolidated Financial Statements Corporate and Group Information H&H International Holdings Limited is incorporated in the Cayman Islands and primarily engages in the production and sale of nutrition and care products - The Company is incorporated in the Cayman Islands and is principally engaged in the production and sale of premium infant nutrition and care products, adult nutrition and care products, and pet nutrition and care products[140] - The Company's holding company and ultimate holding company is Coliving Holdings Limited[141] Basis of Preparation and Accounting Policies The interim financial statements are prepared in accordance with IAS 34 and presented in RMB, using accounting policies consistent with the 2024 annual statements - The interim condensed consolidated financial statements are prepared in accordance with International Accounting Standard 34 and are presented in RMB[142] - The accounting policies used are the same as those used in the annual consolidated financial statements for the year ended December 31, 2024, except for the adoption of amended IFRSs[142] Changes in Accounting Policies and Disclosures The Group adopted the amendment to IAS 21, "Lack of Exchangeability," which had no impact on the interim financial information - The Group adopted the amendment to IAS 21, "Lack of Exchangeability," for the first time during this period[143] - The amendment had no impact on the interim condensed consolidated financial information as the currencies used by the Group are exchangeable[143] Operating Segment Information The Group is managed across five operating segments, with Mainland China being the largest geographical source of revenue - The Group has five reportable operating segments: Adult nutrition and care products, Infant formulae, Probiotics and nutritional supplements, Other infant products, and Pet nutrition and care products[144] Operating Segment Revenue for the Six Months Ended June 30, 2025 (RMB'000) | Segment | Sales to external customers | | :--- | :--- | | Adult nutrition and care products | 3,438,722 | | Infant formulae | 1,970,973 | | Probiotics and nutritional supplements | 427,224 | | Other infant products | 103,113 | | Pet nutrition and care products | 1,079,202 | | Total | 7,019,234 | Revenue from External Customers by Location (RMB'000) | Region | 2025 | 2024 | | :--- | :--- | :--- | | Mainland China | 4,936,033 | 4,541,353 | | Australia and New Zealand | 800,718 | 975,933 | | North America | 862,155 | 815,837 | | Other regions | 420,328 | 359,009 | | Total revenue | 7,019,234 | 6,692,132 | Revenue, Other Income and Gains Revenue from contracts with customers totaled RMB 7,019,234 thousand, while other income and gains amounted to RMB 61,751 thousand Revenue Analysis (RMB'000) | For the six months ended June 30 | 2025 | 2024 | | :--- | :--- | :--- | | Revenue from contracts with customers - Sales of goods | 7,019,234 | 6,692,132 | Other Income and Gains (RMB'000) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Bank interest income | 6,335 | 6,911 | | Foreign exchange gains | 24,361 | – | | Net fair value gains on derivative financial instruments | – | 56,530 | | Fair value gains on other non-current financial assets | 5,524 | 2,566 | | Government grants | 363 | 2,606 | | Gain on sale of raw materials | 13,940 | 37,467 | | Others | 11,228 | 11,753 | | Total | 61,751 | 118,231 | Finance Costs Finance costs for the period were RMB 579,542 thousand, a significant increase due to the loss on repurchase and redemption of senior notes Finance Costs (RMB'000) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Interest on interest-bearing bank loans and senior notes | 351,508 | 429,618 | | Interest on lease liabilities | 3,641 | 2,847 | | Loss on repurchase and redemption of senior notes | 224,393 | – | | Total | 579,542 | 433,251 | Profit Before Tax The Group's profit before tax was RMB 306,292 thousand, with major deductions including cost of inventories sold and R&D costs Major Items Charged/(Credited) to Profit Before Tax (RMB'000) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Cost of inventories sold | 2,423,640 | 2,537,072 | | Research and development costs | 95,913 | 104,035 | | Net foreign exchange (gains)/losses | (24,361) | 40,854 | | Net fair value losses/(gains) on derivative financial instruments | 74,053 | (56,530) | | Write-down of inventories to net realisable value | 206,514 | 82,766 | Income Tax Expense Income tax expense was RMB 235,275 thousand, with certain subsidiaries in Mainland China benefiting from a preferential 15% tax rate Income Tax Expense (RMB'000) | Region | 2025 | 2024 | | :--- | :--- | :--- | | Mainland China | 91,490 | 55,221 | | Hong Kong | 58,873 | 53,904 | | Australia | 51,834 | 61,002 | | Other regions | 382 | 518 | | Deferred | 34,312 | 47,491 | | Total | 235,275 | 218,136 | - Biostime (Guangzhou) Health Products Co, Ltd and Guangzhou Heai Information Technology Co, Ltd are entitled to a preferential tax rate of 15% as High and New Technology Enterprises[157] - The Group does not expect to face significant Pillar Two income tax risk[165] Dividends The Board declared an interim dividend of HK$0.19 per ordinary share, totaling approximately RMB 108,893 thousand Dividends (RMB'000) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Final dividend declared | 29,732 | 104,949 | | Interim dividend declared | 108,893 | 173,581 | Earnings Per Share Attributable to Ordinary Equity Holders of the Parent For the six months ended June 30, 2025, basic and diluted earnings per share were both RMB 0.11, a decrease from the prior year Calculation of Basic and Diluted Earnings Per Share (RMB) | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Profit attributable to ordinary equity holders of the parent | 71,017 | 305,803 | | Basic earnings per share | 0.11 | 0.48 | | Diluted earnings per share | 0.11 | 0.48 | Property, Plant and Equipment During the period, the Group acquired property, plant and equipment at a cost of RMB 48,925 thousand and charged depreciation of RMB 33,082 thousand - During the period, the Group acquired property, plant and equipment at a cost of RMB 48,925 thousand (2024: RMB 22,029 thousand)[169] - Depreciation of RMB 33,082 thousand was charged (2024: RMB 34,117 thousand)[169] Leases The Group recognised right-of-use assets totaling RMB 76,593 thousand and new lease liabilities of the same amount during the period - During the period, the Group recognised right-of-use assets with a total cost of RMB 76,593 thousand (2024: RMB 12,642 thousand)[170] - The Group recognised new lease liabilities of RMB 76,593 thousand (2024: RMB 12,642 thousand)[171] Goodwill As of June 30, 2025, the net carrying amount of goodwill was RMB 7,666,645 thousand, a slight increase due to exchange realignment Net Carrying Amount of Goodwill (RMB'000) | Indicator | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Net carrying amount | 7,666,645 | 7,603,641 | | Exchange realignment | 63,004 | (108,538) | Intangible Assets During the period, the Group acquired intangible assets at a cost of RMB 16,951 thousand and charged amortisation of RMB 100,517 thousand - During the period, the Group acquired intangible assets at a cost of RMB 16,951 thousand (2024: RMB 9,403 thousand)[173] - Amortisation of RMB 100,517 thousand was charged (2024: RMB 94,209 thousand)[173] Other Non-current Financial Assets As of June 30, 2025, other non-current financial assets totaled RMB 194,298 thousand, mainly comprising unlisted equity investments Other Non-current Financial Assets (RMB'000) | Item | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Financial assets at fair value through profit or loss | 190,127 | 170,774 | | Equity investments designated at fair value through other comprehensive income | 4,171 | 3,390 | | Total | 194,298 | 174,164 | Inventories As of June 30, 2025, total inventories amounted to RMB 1,932,804 thousand, with finished goods accounting for RMB 1,116,037 thousand Composition of Inventories (RMB'000) | Item | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Raw materials | 304,160 | 441,988 | | Goods in transit | 508,722 | 318,500 | | Work in progress | 3,885 | 188 | | Finished goods | 1,116,037 | 1,145,999 | | Total | 1,932,804 | 1,906,675 | Trade and Bills Receivables As of June 30, 2025, trade and bills receivables totaled RMB 1,143,936 thousand, with the majority due within one month Ageing Analysis of Trade and Bills Receivables (RMB'000) | Ageing | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Within 1 month | 647,806 | 623,546 | | 1 to 3 months | 437,505 | 245,038 | | Over 3 months | 58,625 | 58,595 | | Total | 1,143,936 | 927,179 | Prepayments, Other Receivables and Other Assets As of June 30, 2025, prepayments, other receivables and other assets totaled RMB 158,205 thousand, with prepayments being the largest component Composition of Prepayments, Other Receivables and Other Assets (RMB'000) | Item | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Prepayments | 113,782 | 59,164 | | Other receivables | 36,814 | 92,899 | | Total | 158,205 | 177,215 | Trade and Bills Payables As of June 30, 2025, trade and bills payables totaled RMB 941,105 thousand, with the majority due within one month Ageing Analysis of Trade and Bills Payables (RMB'000) | Ageing | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Within 1 month | 737,775 | 775,760 | | 1 to 3 months | 148,803 | 85,340 | | Over 3 months | 54,527 | 46,283 | | Total | 941,105 | 907,383 | Other Payables and Accruals As of June 30, 2025, other payables and accruals totaled RMB 2,089,255 thousand, primarily consisting of accruals and refund liabilities Composition of Other Payables and Accruals (RMB'000) | Item | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Payroll and welfare payables | 167,294 | 175,346 | | Accruals | 1,071,037 | 943,369 | | Other tax payables | 86,814 | 42,105 | | Other payables | 192,841 | 223,360 | | Refund liabilities | 571,269 | 555,395 | | Total | 2,089,255 | 1,939,575 | Derivative Financial Instruments As of June 30, 2025, derivative financial instrument assets were RMB 14,060 thousand and liabilities were RMB 95,092 thousand Derivative Financial Instruments (RMB'000) | Item | June 30, 2025 Assets | June 30, 2025 Liabilities | Dec 31, 2024 Assets | Dec 31, 2024 Liabilities | | :--- | :--- | :--- | :--- | :--- | | Early redemption options embedded in senior notes | 14,060 | – | 5,517 | – | | Cross-currency swaps and cross-currency interest rate swaps (designated as hedges) | – | 13,864 | 11,332 | 266 | | Cross-currency swaps and cross-currency interest rate swaps (not designated as hedges) | – | 81,228 | 3,718 | – | | Total | 14,060 | 95,092 | 20,567 | 266 | - During the period, a net loss of RMB 13,245 thousand arising from fair value changes was recognised for swaps designated as hedging instruments[182] Interest-bearing Bank Loans and Other Borrowings As of June 30, 2025, total interest-bearing bank loans and other borrowings amounted to RMB 6,982,861 thousand, denominated in USD, HKD, and RMB Interest-bearing Bank Loans and Other Borrowings (RMB'000) | Item | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Current | | | | Current portion of long-term bank loans - unsecured | 483,005 | 532,315 | | Current portion of long-term bank loans - secured | 367,461 | 320,026 | | Current portion of secured bonds | 8,515 | 8,564 | | Total - Current | 858,981 | 860,905 | | Non-current | | | | Long-term bank loans - unsecured | 1,344,264 | 1,356,821 | | Long-term bank loans - secured | 4,380,173 | 4,550,890 | | Secured bonds | 399,443 | 396,848 | | Total - Non-current | 6,123,880 | 6,304,559 | | Total | 6,982,861 | 7,165,464 | - Certain interest-bearing bank loans are jointly and severally guaranteed by the Company and certain of its subsidiaries and are secured by assets[185] - The borrowings are denominated in USD, HKD, and RMB, with total amounts of RMB 2,518,115 thousand, RMB 1,157,712 thousand, and RMB 3,307,034 thousand, respectively[185] Senior Notes The company issued US$300,000,000 of 9.125% senior notes due 2028 to refinance its 2026 notes, which have now been fully repaid - On January 24, 2025, the company issued US$300,000,000 of senior notes due July 24, 2028, with a coupon rate of 9.125% per annum[186] - The net proceeds from the 2028 notes were used to fund the repayment of the 2026 notes, which were fully repaid as of June 30, 2025[186] Movement of Senior Notes (RMB'000) | Item | Total | | :--- | :--- | | As at January 1, 2024 | 1,660,600 | | Redemption and repurchase of senior notes | (2,334,058) | | Loss on repurchase and redemption of senior notes | 224,393 | | Proceeds from issuance of senior notes | 2,111,651 | | As at June 30, 2025 | 2,191,191 | | Less: Current portion | (84,996) | | Non-current portion | 2,106,195 | Deferred Tax As of June 30, 2025, total deferred tax assets were RMB 816,471 thousand, and total deferred tax liabilities were RMB 1,015,871 thousand Movement of Deferred Tax Assets (RMB'000) | Item | Jan 1, 2025 | Credited/(charged) to profit or loss | Exchange realignment | June 30, 2025 | | :--- | :--- | :--- | :--- | :--- | | Provision for impairment of assets | 40,521 | 1,015 | – | 41,536 | | Accrued liabilities and future deductible expenses | 359,447 | 33,221 | 1,300 | 393,968 | | Recognised tax losses | 270,812 | (5,876) | 51 | 264,987 | | Total | 794,043 | 19,948 | 2,480 | 816,471 | Movement of Deferred Tax Liabilities (RMB'000) | Item | Jan 1, 2025 | (Credited)/charged to profit or loss | Exchange realignment | June 30, 2025 | | :--- | :--- | :--- | :--- | :--- | | Fair value adjustments arising from acquisition of subsidiaries | 726,390 | 127,890 | 13,519 | 867,799 | | Total | 947,817 | 54,260 | 13,794 | 1,015,871 | Share Capital As of June 30, 2025, the company's issued and fully paid-up share capital consisted of 645,561,354 ordinary shares of HK$0.01 each Share Capital Information | Item | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Authorised share capital (shares) | 10,000,000,000 | 10,000,000,000 | | Issued and fully paid-up share capital (shares) | 645,561,354 | 645,561,354 | | Equivalent to (RMB'000) | 5,519 | 5,519 | Reserves The Group's contributed surplus arose from the Group reorganisation, while the capital surplus relates to a capital contribution from the ultimate shareholder - The contributed surplus represents the excess of the par value of shares of subsidiaries acquired over the par value of the Company's shares issued in exchange[194] - The capital surplus represents a 1% equity interest in Biostime Health contributed by the ultimate shareholder, Coliving Holdings Limited[194] - Subsidiaries registered in China are required to transfer 10% of their annual statutory post-tax profit to a statutory reserve until the balance reaches 50% of the registered capital[194] Contingent Liabilities The company's subsidiary, BHA, is in a dispute with the Australian Taxation Office and has paid a cash deposit of A$104 million - BHA has objected to the Australian Taxation Office's demand for A$234.5 million in primary tax, A$55.2 million in interest, and A$117.3 million in penalties[195] - BHA paid a cash deposit of A$104 million on July 15, 2025, which will be recognised as an asset on the balance sheet[196] - The company believes the probability of a future outflow of funds is low and is prepared to pursue further legal action[196][197] Commitments As of the reporting date, the Group's total contractual commitments amounted to RMB 10,467 thousand Contractual Commitments (RMB'000) | Item | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Intangible assets | 5,437 | 3,415 | | Property, plant and equipment | 5,030 | 5,675 | | Total | 10,467 | 9,090 | Related Party Balances and Transactions Total compensation for the Group's key management personnel amounted to RMB 28,478 thousand, a decrease from the prior year period Key Management Personnel Compensation (RMB'000) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Fees | 3,588 | 3,750 | | Short-term employee benefits | 24,138 | 42,127 | | Pension scheme contributions | 409 | 454 | | Equity-settled share award expenses | 343 | 3,904 | | Total compensation paid to key management personnel | 28,478 | 50,235 | Fair Value and Fair Value Hierarchy of Financial Instruments As of June 30, 2025, the total fair value of financial assets was RMB 208,358 thousand, and financial liabilities was RMB 2,280,662 thousand Carrying Amounts and Fair Values of Financial Instruments (RMB'000) | Item | June 30, 2025 Carrying amount | Dec 31, 2024 Carrying amount | June 30, 2025 Fair value | Dec 31, 2024 Fair value | | :--- | :--- | :--- | :--- | :--- | | Financial assets | | | | | | Derivative financial instruments | 14,060 | 20,567 | 14,060 | 20,567 | | Other non-current financial assets | 194,298 | 174,164 | 194,298 | 174,164 | | Total | 208,358 | 194,731 | 208,358 | 194,731 | | Financial liabilities | | | | | | Derivative financial instruments | (95,092) | (266) | (95,092) | (266) | | Senior notes | (2,191,191) | (2,119,495) | (2,185,570) | (2,273,947) | | Total | (2,286,283) | (2,119,761) | (2,280,662) | (2,274,213) | - Fair value is estimated using techniques such as discounted cash flow models, market approach, and recent transaction prices[202] Hierarchy of Assets Measured at Fair Value (RMB'000) | Item | Level 1 | Level 2 | Level 3 | Total | | :--- | :--- | :--- | :--- | :--- | | As at June 30, 2025 | | | | | | Derivative financial instruments | – | – | 14,060 | 14,060 | | Other non-current financial assets | 2,774 | – | 191,524 | 194,298 | | Total | 2,774 | – | 205,584 | 208,358 | Hierarchy of Liabilities Measured at Fair Value (RMB'000) | Item | Level 1 | Level 2 | Level 3 | Total | | :--- | :--- | :--- | :--- | :--- | | As at June 30, 2025 | | | | | | Derivative financial instruments | – | – | 95,092 | 95,092 | Approval of these Interim Condensed Consolidated Financial Statements These interim condensed consolidated financial statements were approved and authorised for issue by the Board of Directors on August 26, 2025 - These interim condensed consolidated financial statements were approved and authorised for issue by the Board of Directors on August 26, 2025[208]