捷荣国际控股(02119) - 2025 - 中期财报

Corporate Information BOARD OF DIRECTORS The Board's composition includes executive, non-executive, and independent non-executive directors, noting recent appointments and resignations - The Board of Directors is composed of executive directors including Mr Wong Tat Tong (Chairman), Ms Fan Yee Man, and Mr Kam Chun Pong, along with non-executive and independent non-executive directors[5][6] - Mr Timothy John Collins and Mr Li Te Hua resigned as non-executive directors on May 10, 2025, and April 1, 2025, respectively[5][6] - Ms Yeung Po Yee, Pauline and Mr Ho Hung Wai, William were appointed as non-executive directors on June 12, 2025[5][6] BOARD COMMITTEES This section details the membership and chairmanship of the Audit, Nomination, and Remuneration Committees - The Audit Committee consists of Mr Tang Kwai Chang (Chairman), Mr Wong Man Fai, and Mr Luk Koon Cheung[6][7] - The Nomination Committee is composed of Mr Wong Tat Tong (Chairman), Ms Fan Yee Man, Mr Tang Kwai Chang, Mr Wong Man Fai, and Mr Luk Koon Cheung, with Ms Fan and Mr Tang appointed on June 12, 2025[6][7] - The Remuneration Committee is composed of Mr Wong Man Fai (Chairman), Mr Wong Tat Tong, and Mr Tang Kwai Chang[9][10] COMPANY SECRETARY This section lists the company's secretary and authorized representatives - The Company Secretary is Ms Fan Yee Man (Hong Kong Institute of Certified Public Accountants)[9][10] - The authorized representatives are Ms Fan Yee Man and Mr Kam Chun Pong[9][10] REGISTERED PUBLIC INTEREST ENTITY AUDITOR This section provides information on the company's registered public interest entity auditor and principal bankers - The registered public interest entity auditor is Ernst & Young[9][10] - Principal bankers include Bank of China (Hong Kong) Limited and Hang Seng Bank Limited[9][10] REGISTERED OFFICE IN BERMUDA This section lists the company's registered office in Bermuda and its head office and principal place of business in Hong Kong - The registered office in Bermuda is located at Canon's Court, 22 Victoria Street, Hamilton, HM 12, Bermuda[9][10] - The head office and principal place of business in Hong Kong is at Flats F–J, 11/F, Block 1, Kwai Tak Industrial Centre, 15–33 Kwai Tak Street, Kwai Chung, New Territories, Hong Kong[9][10] PRINCIPAL SHARE REGISTRAR AND TRANSFER OFFICE IN BERMUDA This section provides information on the company's share registrars in Bermuda and Hong Kong, as well as its website and stock code - The principal share registrar in Bermuda is Appleby Global Corporate Services (Bermuda) Ltd[12] - The Hong Kong share registrar is Tricor Investor Services Limited[12] - The company's website is www.twcoffee.com and its stock code is 2119[13] Management Discussion and Analysis BUSINESS REVIEW The Group achieved revenue growth amid rising costs and competition, but profit declined due to margin contraction and the absence of a prior-period one-off gain - The Group is an integrated business-to-business coffee and tea beverage solutions provider in Hong Kong, Macau, and Mainland China, covering the entire value chain[14][16] Key Financial Performance for H1 2025 | Indicator | H1 2025 (HK$ million) | H1 2024 (HK$ million) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Total Revenue | 380.4 | 349.4 | 8.9% | | Profit Attributable to Owners of the Parent | 24.9 | 36.1 | -31.0% | | Gross Profit Margin | 30.5% | 35.7% | -5.2 p.p. | - The profit decline was mainly impacted by the absence of a one-off gain on asset disposal (approx HK$12.4 million) in H1 2024 and a decrease in gross profit margin from 35.7% to 30.5% due to rising global coffee bean prices[17][19] - Excluding the one-off gain and withholding tax on dividend distribution, profit attributable to owners of the parent decreased by only 6.7%, reflecting the resilience of the core business[18][20] BUSINESS PROSPECT The Group will prudently navigate a competitive Hong Kong market and a recovering China market by enhancing efficiency, streamlining operations, and managing costs - The business environment in Hong Kong is expected to remain highly competitive and sluggish, while the China market shows initial signs of recovery with gradually improving consumer confidence[22][25] - The Group's new coffee production line, which commenced operations during the period, is a key step toward enhancing production efficiency and supporting long-term growth[23][26] - The Group will continue to streamline its China operations, enhance cost management, and cautiously seize business opportunities to safeguard profitability[23][24][26][27] FINANCIAL REVIEW This section analyzes the Group's financial performance, including revenue growth, cost increases, margin decline, expense control, and changes in net profit Revenue Group revenue grew by 8.9% to HK$380.4 million, driven by increased sales of coffee and tea products in Hong Kong due to price adjustments Revenue Change | Indicator | H1 2025 (HK$ million) | H1 2024 (HK$ million) | YoY Change (HK$ million) | YoY Change (%) | | :--- | :--- | :--- | :--- | :--- | | Revenue | 380.4 | 349.4 | 31.0 | 8.9% | - The increase in revenue was primarily due to higher sales of coffee and tea products in Hong Kong, resulting from price adjustments in response to the significant rise in coffee bean commodity prices[28][31] Cost of Sales Cost of sales increased by 17.8% to HK$264.5 million, mainly due to the soaring cost of raw materials for coffee products Cost of Sales Change | Indicator | H1 2025 (HK$ million) | H1 2024 (HK$ million) | YoY Change (HK$ million) | YoY Change (%) | | :--- | :--- | :--- | :--- | :--- | | Cost of Sales | 264.5 | 224.6 | 39.9 | 17.8% | - The increase in cost of sales was mainly attributable to the rising cost of raw materials for coffee products, driven by the surge in coffee bean commodity prices[29][32] Gross Profit and Gross Profit Margin Gross profit decreased by 7.1% to HK$115.9 million, with the gross profit margin declining to 30.5% from 35.7% due to higher costs Gross Profit and Gross Profit Margin Change | Indicator | H1 2025 (HK$ million) | H1 2024 (HK$ million) | YoY Change (HK$ million) | YoY Change (%) | | :--- | :--- | :--- | :--- | :--- | | Gross Profit | 115.9 | 124.8 | -8.9 | -7.1% | | Gross Profit Margin | 30.5% | 35.7% | -5.2 p.p. | | Other Income and Gains, Net Other income and gains, net, decreased significantly by 84.2% to HK$2.4 million, primarily due to the absence of a one-off gain on asset disposal recorded in the prior period Other Income and Gains, Net Change | Indicator | H1 2025 (HK$ million) | H1 2024 (HK$ million) | YoY Change (HK$ million) | YoY Change (%) | | :--- | :--- | :--- | :--- | :--- | | Other Income and Gains, Net | 2.4 | 15.2 | -12.8 | -84.2% | - The decrease was mainly due to the absence of the one-off gain of HK$12.4 million from the disposal of assets classified as held for sale[34][37] Selling and Distribution Expenses Selling and distribution expenses decreased by 3.0% to HK$48.4 million, mainly due to lower staff costs and reduced profit-based expenses Selling and Distribution Expenses Change | Indicator | H1 2025 (HK$ million) | H1 2024 (HK$ million) | YoY Change (HK$ million) | YoY Change (%) | | :--- | :--- | :--- | :--- | :--- | | Selling and Distribution Expenses | 48.4 | 49.9 | -1.5 | -3.0% | - The decrease was primarily attributable to lower staff costs and a reduction in profit-based expenses resulting from the lower gross profit margin[35][38] General and Administrative Expenses General and administrative expenses decreased by 7.8% to HK$37.7 million, mainly due to reduced staff costs and depreciation General and Administrative Expenses Change | Indicator | H1 2025 (HK$ million) | H1 2024 (HK$ million) | YoY Change (HK$ million) | YoY Change (%) | | :--- | :--- | :--- | :--- | :--- | | General and Administrative Expenses | 37.7 | 40.9 | -3.2 | -7.8% | - The decrease was mainly due to lower staff costs and depreciation[36][39] Other Expenses, Net Other expenses, net, decreased by 48.5% to HK$1.7 million, benefiting from a net foreign exchange gain and lower impairment of trade receivables Other Expenses, Net Change | Indicator | H1 2025 (HK$ million) | H1 2024 (HK$ million) | YoY Change (HK$ million) | YoY Change (%) | | :--- | :--- | :--- | :--- | :--- | | Other Expenses, Net | 1.7 | 3.3 | -1.6 | -48.5% | - The decrease was mainly due to a net foreign exchange gain from RMB appreciation (compared to a loss in the prior period) and lower impairment of trade receivables[41][44] Finance Costs Finance costs remained stable at HK$0.8 million, comprising interest on lease liabilities and bank borrowings Finance Costs Change | Indicator | H1 2025 (HK$ million) | H1 2024 (HK$ million) | YoY Change (HK$ million) | YoY Change (%) | | :--- | :--- | :--- | :--- | :--- | | Finance Costs | 0.8 | 0.8 | 0.0 | 1.6% | - Finance costs represent interest on lease liabilities and bank borrowings[42][45] Taxation Taxation decreased by 45.6% to HK$4.9 million due to lower pre-tax profit and the absence of withholding tax on dividend distributions from Mainland China Taxation and Effective Tax Rate Change | Indicator | H1 2025 (HK$ million) | H1 2024 (HK$ million) | YoY Change (HK$ million) | YoY Change (%) | | :--- | :--- | :--- | :--- | :--- | | Taxation | 4.9 | 9.0 | -4.1 | -45.6% | | Effective Tax Rate | 16.5% | 19.9% | -3.4 p.p. | | - The decrease was mainly due to lower profit before tax and the absence of the 5% withholding tax on dividend distributions from foreign-invested enterprises in Mainland China during the period[43][46] Profit for The Period and Net Profit Margin Profit for the period decreased by 31.0% to HK$24.9 million, with the net profit margin declining to 6.5% from 10.3% Profit for The Period and Net Profit Margin Change | Indicator | H1 2025 (HK$ million) | H1 2024 (HK$ million) | YoY Change (HK$ million) | YoY Change (%) | | :--- | :--- | :--- | :--- | :--- | | Profit for the Period | 24.9 | 36.1 | -11.2 | -31.0% | | Net Profit Margin | 6.5% | 10.3% | -3.8 p.p. | | Capital Expenditure and Commitments Capital expenditure on property, plant and equipment increased significantly to HK$37.6 million, while capital commitments stood at HK$3.9 million Capital Expenditure and Commitments | Indicator | H1 2025 (HK$ million) | H1 2024 (HK$ million) | YoY Change (HK$ million) | | :--- | :--- | :--- | :--- | | Additions to Property, Plant and Equipment | 37.6 | 13.6 | 24.0 | | Capital Commitments (at period end) | 3.9 | 5.0 (as at Dec 31, 2024) | -1.1 | - Capital expenditure was primarily for the purchase of coffee and tea machines for lease to customers, as well as production machinery[49][52] - Capital commitments mainly related to contracts for production machinery for the Group's coffee roasting and packaging systems[50][52] Borrowings As of June 30, 2025, the Group's total interest-bearing bank borrowings were HK$4.3 million, a slight increase from year-end 2024 Interest-bearing Bank Borrowings | Indicator | Jun 30, 2025 (HK$ million) | Dec 31, 2024 (HK$ million) | Change (HK$ million) | | :--- | :--- | :--- | :--- | | Total Interest-bearing Bank Borrowings | 4.3 | 4.0 | 0.3 | Net Current Assets Net current assets increased to HK$320.9 million as of June 30, 2025, mainly due to higher inventories, partially offset by an increase in trade payables Net Current Assets | Indicator | Jun 30, 2025 (HK$ million) | Dec 31, 2024 (HK$ million) | Change (HK$ million) | | :--- | :--- | :--- | :--- | | Net Current Assets | 320.9 | 308.0 | 12.9 | - The increase in net current assets was primarily due to an increase in inventories, which was partially offset by an increase in trade payables[54][59] Liquidity and Financial Resources The Group held cash and cash equivalents of HK$146.6 million as of June 30, 2025, with the Board considering its financial position to be solid Cash and Cash Equivalents | Indicator | Jun 30, 2025 (HK$ million) | Dec 31, 2024 (HK$ million) | Change (HK$ million) | | :--- | :--- | :--- | :--- | | Cash and Cash Equivalents | 146.6 | 170.4 | -23.8 | - The Board considers the Group's financial position to be solid and believes it has sufficient resources to support its operations and meet its capital expenditure in the foreseeable future[55][60] Capital Structure As of June 30, 2025, the Group's capital structure consisted of issued share capital and reserves - On June 30, 2025, the Group's capital structure comprised issued share capital and reserves[56][61] Future Plans for Material Investments and Capital Assets The Group has no specific plans for material investments or capital assets in the coming year - The Group does not have any specific plans for material investments and capital assets in the coming year[57][62] Material Acquisition and Disposal The Group did not undertake any material acquisitions or disposals of subsidiaries, associates, or joint ventures during the reporting period - During the six months ended June 30, 2025, the Group had no material acquisitions or disposals of subsidiaries, associates, and joint ventures[63][67] Contingent Liabilities The Group has contingent liabilities related to two warehouses in Mainland China that may face demolition orders and fines of up to approximately HK$1.4 million - The Group failed to obtain property ownership certificates for two warehouses in Mainland China and may face demolition orders and fines of up to approximately HK$1.4 million[64][68][164][165] - The Board believes the possibility of penalties being imposed is remote and the cost of demolition would not be material, thus no provision has been made[164][165] Litigation Matter The Group won a first-instance and an appeal judgment in a trademark infringement and unfair competition lawsuit in China, with the judgment pending formal service - The Group initiated legal proceedings in China against two parties for trademark infringement and unfair competition in April 2020, winning the first-instance judgment in July 2022 and the appeal on March 20, 2025[65][69] - As of the date of this interim report, the judgment is pending formal service to one of the parties[65][69] Gearing Ratio The Group's gearing ratio remained stable at 0.8% as of June 30, 2025 Gearing Ratio | Indicator | Jun 30, 2025 | Dec 31, 2024 | | :--- | :--- | :--- | | Gearing Ratio | 0.8% | 0.8% | Foreign Currency Risk The Group is exposed to transactional currency risk, primarily from USD-denominated purchases, while sales are mainly in HKD and RMB - The Group is exposed to transactional currency risk arising from sales and purchases by operating units in currencies other than their functional currencies[71][74] - Most foreign currency purchase transactions are denominated in USD, while sales are mainly denominated in HKD and RMB[71][74] - Management closely monitors foreign exchange risk and will consider hedging policies for significant exposures[71][74] Interest Rate Risk The Group's interest rate risk arises mainly from floating-rate bank borrowings, with management continuously monitoring its exposure - The Group's exposure to changes in market interest rates relates primarily to its floating-rate bank borrowings[72][75] - The Group monitors its interest rate exposure and will consider hedging significant interest rate risks when necessary[72][75] Credit Risk The Group manages credit risk by trading only with reputable third parties and maintaining a credit monitoring team, resulting in no significant bad debt risk - The Group trades only with recognized and creditworthy third parties and has a credit monitoring team to mitigate credit risk[73][76] - Receivable balances are monitored on an ongoing basis, and the Group does not face any significant bad debt risk[73][76] - Credit risk on other financial assets, including cash, prepayments, deposits, and other receivables, arises from counterparty default[77] Liquidity Risk The Group manages liquidity risk through a cash pooling system to ensure sufficient funds are available to meet both short-term and long-term needs - The Group's objective is to ensure sufficient funds are available to meet its short-term and long-term liquidity needs[78][81] - The Group utilizes a cash pooling system to internally allocate surplus liquidity through inter-company accounts[78][81] HUMAN RESOURCES As of June 30, 2025, the Group employed 199 staff in Hong Kong and 174 in Mainland China, offering diverse training and incentive schemes Employee Numbers | Region | Jun 30, 2025 (Number of employees) | Dec 31, 2024 (Number of employees) | | :--- | :--- | :--- | | Hong Kong | 199 | 198 | | Mainland China | 174 | 176 | - Remuneration packages are determined with reference to qualifications, experience, performance, and market terms, with a share option scheme to incentivize key employees[79][82] - The Group provides various training programs covering operational skills (e.g, occupational safety, machine control) and professional knowledge (e.g, management systems, business knowledge)[80][82] Independent Review Report INTRODUCTION Ernst & Young has reviewed the interim financial information of Tsit Wing International Holdings Limited for the six months ended June 30, 2025 - Ernst & Young has reviewed the interim financial information of Tsit Wing International Holdings Limited and its subsidiaries for the six months ended June 30, 2025[84][85] - The company's directors are responsible for the preparation and presentation of the interim financial information in accordance with Hong Kong Accounting Standard 34[84][85] SCOPE OF REVIEW The review was conducted in accordance with Hong Kong Standard on Review Engagements 2410, which is substantially less in scope than an audit - The review was conducted in accordance with Hong Kong Standard on Review Engagements 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity"[87][89] - A review's scope is substantially less than an audit's, providing no assurance that all significant matters would be identified, and thus no audit opinion is expressed[87][89] CONCLUSION Based on the review, nothing has come to the auditor's attention that causes them to believe the interim financial information is not prepared in all material respects in accordance with HKAS 34 - Based on the review, nothing has come to the auditor's attention that causes them to believe that the interim financial information is not prepared, in all material respects, in accordance with Hong Kong Accounting Standard 34[88][90] Condensed Consolidated Statement of Profit or Loss Condensed Consolidated Statement of Profit or Loss The statement shows an 8.9% revenue increase but a 31.0% profit decrease for the six months ended June 30, 2025, driven by higher costs and lower other income Key Data from Condensed Consolidated Statement of Profit or Loss | Indicator | H1 2025 (HK$ thousand) | H1 2024 (HK$ thousand) | YoY Change (HK$ thousand) | YoY Change (%) | | :--- | :--- | :--- | :--- | :--- | | Revenue | 380,427 | 349,437 | 30,990 | 8.9% | | Cost of Sales | (264,485) | (224,629) | (39,856) | 17.7% | | Gross Profit | 115,942 | 124,808 | (8,866) | -7.1% | | Other Income and Gains, Net | 2,402 | 15,161 | (12,759) | -84.2% | | Profit Before Tax | 29,786 | 45,124 | (15,338) | -34.0% | | Taxation | (4,924) | (8,978) | 4,054 | -45.2% | | Profit for the Period | 24,862 | 36,146 | (11,284) | -31.2% | | Earnings Per Share Attributable to Owners of the Parent (HK cents) | 3.45 | 5.02 | -1.57 | -31.3% | Condensed Consolidated Statement of Comprehensive Income Condensed Consolidated Statement of Comprehensive Income The statement shows total comprehensive income for the period was HK$28.4 million, comprising profit of HK$24.9 million and an exchange difference of HK$3.5 million Key Data from Condensed Consolidated Statement of Comprehensive Income | Indicator | H1 2025 (HK$ thousand) | H1 2024 (HK$ thousand) | YoY Change (HK$ thousand) | YoY Change (%) | | :--- | :--- | :--- | :--- | :--- | | Profit for the Period | 24,862 | 36,146 | (11,284) | -31.2% | | Exchange Differences on Translation of Foreign Operations | 3,500 | (3,025) | 6,525 | N/A | | Total Comprehensive Income for the Period | 28,362 | 33,121 | (4,759) | -14.4% | Condensed Consolidated Statement of Financial Position Condensed Consolidated Statement of Financial Position The statement shows a slight increase in total assets less current liabilities and growth in net current assets, mainly driven by higher inventories Key Data from Condensed Consolidated Statement of Financial Position | Indicator | Jun 30, 2025 (HK$ thousand) | Dec 31, 2024 (HK$ thousand) | Change (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Total Non-current Assets | 223,764 | 227,457 | (3,693) | -1.6% | | Total Current Assets | 481,915 | 452,714 | 29,201 | 6.5% | | Total Current Liabilities | 161,060 | 144,706 | 16,354 | 11.3% | | Net Current Assets | 320,855 | 308,008 | 12,847 | 4.2% | | Total Non-current Liabilities | 22,164 | 25,804 | (3,640) | -14.1% | | Net Assets | 522,455 | 509,661 | 12,794 | 2.5% | | Total Equity | 522,455 | 509,661 | 12,794 | 2.5% | Condensed Consolidated Statement of Changes in Equity Condensed Consolidated Statement of Changes in Equity The statement shows that total equity increased to HK$522.5 million, reflecting total comprehensive income of HK$28.4 million and dividend payments of HK$15.6 million Key Data from Condensed Consolidated Statement of Changes in Equity | Indicator | H1 2025 (HK$ thousand) | H1 2024 (HK$ thousand) | | :--- | :--- | :--- | | Total Equity at Beginning of Period (Jan 1) | 509,661 | 590,436 | | Profit for the Period | 24,862 | 36,146 | | Other Comprehensive Income/(Loss) for the Period | 3,500 | (3,025) | | Total Comprehensive Income for the Period | 28,362 | 33,121 | | Dividends | (15,568) | (115,966) | | Total Equity at End of Period (Jun 30) | 522,455 | 507,591 | Condensed Consolidated Statement of Cash Flows Condensed Consolidated Statement of Cash Flows The statement shows a significant decrease in net cash from operating activities, leading to a net decrease in cash and cash equivalents of HK$24.3 million Key Data from Condensed Consolidated Statement of Cash Flows | Indicator | H1 2025 (HK$ thousand) | H1 2024 (HK$ thousand) | YoY Change (HK$ thousand) | | :--- | :--- | :--- | :--- | | Net Cash Flows from Operating Activities | 9,077 | 63,845 | (54,768) | | Net Cash Flows (Used in)/from Investing Activities | (11,402) | 6,223 | (17,625) | | Net Cash Flows Used in Financing Activities | (21,998) | (125,345) | 103,347 | | Net Decrease in Cash and Cash Equivalents | (24,323) | (55,277) | 30,954 | | Cash and Cash Equivalents at End of Period | 146,562 | 197,781 | (51,219) | Notes to the Condensed Consolidated Financial Statements 1. CORPORATE AND GROUP INFORMATION The Group is an investment holding company whose subsidiaries primarily distribute coffee, tea, frozen foods, and provide related machine solutions - The Company is an investment holding company, and its subsidiaries are principally engaged in the processing and distribution of coffee, tea and related complementary products/services, distribution of frozen food products, and the sale and provision of coffee and tea machine solutions[102][103][104] 2.1 BASIS OF PREPARATION The interim financial statements are prepared in accordance with HKAS 34 "Interim Financial Reporting" under the historical cost convention, except for derivative financial instruments - The financial statements have been prepared in accordance with Hong Kong Accounting Standard (HKAS) 34 "Interim Financial Reporting" issued by the HKICPA[106][108] - The statements are prepared under the historical cost convention, except for derivative financial instruments which are measured at fair value[107][108] 2.2 CHANGES IN ACCOUNTING POLICIES AND DISCLOSURES The Group adopted the amendments to HKAS 21 "Lack of Exchangeability" for the first time, which had no material impact on the interim financial information - The Group adopted the amendments to HKAS 21 "Lack of Exchangeability" for the first time in the current period[109][110][111][112] - The amendments had no impact on the unaudited interim condensed consolidated financial information as the currencies used in the Group's transactions and the functional currencies of its entities are exchangeable[110][112] 3. OPERATING SEGMENT INFORMATION The Group's revenue is primarily generated from Hong Kong and Mainland China, with Hong Kong being the largest contributor Revenue from External Customers by Geographical Location | Region | H1 2025 (HK$ thousand) | H1 2024 (HK$ thousand) | YoY Change (HK$ thousand) | YoY Change (%) | | :--- | :--- | :--- | :--- | :--- | | Hong Kong | 264,401 | 244,279 | 20,122 | 8.2% | | Mainland China | 109,559 | 99,187 | 10,372 | 10.5% | | Others | 6,467 | 5,971 | 496 | 8.3% | | Total | 380,427 | 349,437 | 30,990 | 8.9% | Non-current Assets by Geographical Location (Excluding Deferred Tax Assets and Financial Assets) | Region | Jun 30, 2025 (HK$ thousand) | Dec 31, 2024 (HK$ thousand) | Change (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Hong Kong | 142,187 | 143,649 | (1,462) | -1.0% | | Mainland China | 77,080 | 79,834 | (2,754) | -3.5% | | Total | 219,267 | 223,483 | (4,216) | -1.9% | 4. REVENUE AND OTHER INCOME AND GAINS, NET Revenue was mainly driven by a 9.3% increase in sales of coffee, tea, and related products, while other income and gains, net, declined sharply Revenue from Contracts with Customers by Goods or Service Type | Goods or Service Type | H1 2025 (HK$ thousand) | H1 2024 (HK$ thousand) | YoY Change (HK$ thousand) | YoY Change (%) | | :--- | :--- | :--- | :--- | :--- | | Sales of coffee, tea and other related complementary products/services | 365,574 | 334,534 | 31,040 | 9.3% | | Sales of frozen food products | 3,339 | 4,103 | (764) | -18.6% | | Revenue from provision of coffee and tea machine solutions services | 11,514 | 10,800 | 714 | 6.6% | | Total | 380,427 | 349,437 | 30,990 | 8.9% | Details of Other Income and Gains, Net | Item | H1 2025 (HK$ thousand) | H1 2024 (HK$ thousand) | YoY Change (HK$ thousand) | | :--- | :--- | :--- | :--- | | Bank interest income | 1,994 | 2,563 | (569) | | Net exchange differences | 210 | — | 210 | | Gain on disposal of assets classified as held for sale and items of property, plant and equipment, net | — | 12,273 | (12,273) | | Gross rental income from operating leases of investment properties | 39 | — | 39 | | Others | 159 | 325 | (166) | | Total | 2,402 | 15,161 | (12,759) | - The gain on disposal of assets classified as held for sale in H1 2024 was HK$12,447 thousand, with no such gain in the current period[123] 5. FINANCE COSTS Finance costs for the six months ended June 30, 2025, were HK$0.8 million, primarily consisting of interest on bank borrowings and lease liabilities Details of Finance Costs | Item | H1 2025 (HK$ thousand) | H1 2024 (HK$ thousand) | | :--- | :--- | :--- | | Interest on bank borrowings | 65 | 154 | | Interest on lease liabilities | 771 | 669 | | Total | 836 | 823 | 6. PROFIT BEFORE TAX Profit before tax was HK$29.8 million, a decrease of 34.0% from the prior period, with details of key expenses like cost of inventories sold and depreciation provided Income/(Expenses) Affecting Profit Before Tax | Item | H1 2025 (HK$ thousand) | H1 2024 (HK$ thousand) | | :--- | :--- | :--- | | Cost of inventories sold | 243,327 | 205,311 | | Total depreciation | 18,323 | 19,331 | | Total employee benefit expense | 58,054 | 60,728 | | Loss/(gain) on disposal of assets classified as held for sale and items of property, plant and equipment, net | 72 | (12,273) | | Net loss on fair value change of derivative financial instruments | 1,409 | 431 | - Cost of sales for the six months ended June 30, 2025, amounted to HK$264,485 thousand, including cost of inventories sold of HK$243,327 thousand, depreciation of HK$8,239 thousand, and employee benefit expense of HK$7,269 thousand[130] 7. TAXATION Total tax expense for the period was HK$4.9 million, a significant decrease of 45.6% due to lower pre-tax profit and the absence of withholding tax on dividends from Mainland China - The profits tax rate is 16.5% in Hong Kong (with a two-tiered rate of 8.25% for qualifying entities) and 25% for assessable profits in Mainland China[133][134] Details of Tax Expense | Item | H1 2025 (HK$ thousand) | H1 2024 (HK$ thousand) | | :--- | :--- | :--- | | Current – Hong Kong | 1,579 | 4,093 | | Current – Mainland China | 2,054 | 4,916 | | Deferred | 1,291 | (31) | | Total tax charge for the period | 4,924 | 8,978 | - In H1 2024, a 5% withholding income tax of HK$2,964 thousand was levied on dividend distributions from subsidiaries in Mainland China; there was no such tax in H1 2025[136] 8. DIVIDENDS The Board has declared an interim dividend of 1.90 HK cents per share for the six months ended June 30, 2025, down from 2.76 HK cents in the prior period Dividends Recognized and Declared | Dividend Type | H1 2025 (HK$ thousand) | H1 2024 (HK$ thousand) | | :--- | :--- | :--- | | 2024 Final Dividend (2.16 HK cents per share) | 15,568 | — | | 2023 Final Dividend (2.22 HK cents per share) | — | 16,000 | | Special Dividend (13.87 HK cents per share) | — | 99,966 | | Total dividends recognized as distribution during the period | 15,568 | 115,966 | | Interim dividend declared after the reporting period (1.90 vs 2.76 HK cents per share) | 13,694 | 19,892 | 9. EARNINGS PER SHARE ATTRIBUTABLE TO ORDINARY EQUITY HOLDERS OF THE PARENT Basic and diluted earnings per share were 3.45 HK cents for the six months ended June 30, 2025, down from 5.02 HK cents in the prior period Basis for Earnings Per Share Calculation | Indicator | H1 2025 | H1 2024 | | :--- | :--- | :--- | | Profit attributable to ordinary equity holders of the parent (HK$ thousand) | 24,862 | 36,146 | | Weighted average number of ordinary shares in issue (thousand shares) | 720,732 | 720,732 | | Basic and diluted earnings per share (HK cents) | 3.45 | 5.02 | - Basic and diluted earnings per share were identical for the six months ended June 30, 2025 and 2024, as there were no outstanding share options or other dilutive instruments[140][142] 10. PROPERTY, PLANT AND EQUIPMENT AND INVESTMENT PROPERTIES The Group added HK$37.6 million in property, plant and equipment and transferred an owner-occupied building with a net book value of HK$1.2 million to investment properties Additions to Property, Plant and Equipment | Item | H1 2025 (HK$ thousand) | H1 2024 (HK$ thousand) | | :--- | :--- | :--- | | Additions to other property, plant and equipment | 37,575 | 13,557 | | Additions to right-of-use assets | — | 20,057 | - During the six months ended June 30, 2025, an owner-occupied building with a net book value of HK$1,241 thousand was transferred to investment properties[146][147] - The Group's investment properties comprise three units of a commercial property in Mainland China, which are carried at cost less accumulated depreciation and impairment losses[146][147][148][149] 11. INVENTORIES Total inventories increased to HK$201.3 million as of June 30, 2025, primarily driven by a significant rise in raw materials Details of Inventories | Item | Jun 30, 2025 (HK$ thousand) | Dec 31, 2024 (HK$ thousand) | Change (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Raw materials | 142,816 | 106,966 | 35,850 | 33.5% | | Work in progress | 338 | 340 | (2) | -0.6% | | Finished goods | 58,135 | 56,954 | 1,181 | 2.1% | | Total | 201,289 | 164,260 | 37,029 | 22.5% | 12. TRADE RECEIVABLES Net trade receivables stood at HK$105.2 million as of June 30, 2025, with credit terms generally ranging from 30 to 120 days Net Trade Receivables | Indicator | Jun 30, 2025 (HK$ thousand) | Dec 31, 2024 (HK$ thousand) | Change (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Net Trade Receivables | 105,184 | 100,707 | 4,477 | 4.4% | - The Group's trading terms with its customers are mainly on credit, with a credit period generally ranging from 30 to 120 days, and a credit monitoring team is in place to mitigate credit risk[153][154] Ageing Analysis of Trade Receivables (Net of Loss Allowance) | Ageing | Jun 30, 2025 (HK$ thousand) | Dec 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Within 30 days | 96,256 | 95,102 | | 31 to 60 days | 5,905 | 3,716 | | 61 to 90 days | 2,404 | 1,425 | | 91 to 120 days | 307 | 250 | | 121 to 180 days | 246 | 96 | | Over 180 days | 66 | 118 | | Total | 105,184 | 100,707 | 13. TRADE PAYABLES Total trade payables increased significantly to HK$96.0 million as of June 30, 2025, and are typically settled within 30 to 60 days Total Trade Payables | Indicator | Jun 30, 2025 (HK$ thousand) | Dec 31, 2024 (HK$ thousand) | Change (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Trade Payables | 95,985 | 77,250 | 18,735 | 24.2% | - Trade payables are non-interest-bearing and are normally settled within 30 to 60 days[159] Ageing Analysis of Trade Payables | Ageing | Jun 30, 2025 (HK$ thousand) | Dec 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Within 1 month | 94,439 | 75,406 | | 1 to 2 months | 1,479 | 849 | | 2 to 3 months | 21 | 13 | | Over 3 months | 46 | 982 | | Total | 95,985 | 77,250 | 14. INTEREST-BEARING BANK BORROWINGS As of June 30, 2025, the Group's interest-bearing bank borrowings amounted to HK$4.3 million, all of which were unsecured trust receipt loans Interest-bearing Bank Borrowings | Indicator | Jun 30, 2025 (HK$ thousand) | Dec 31, 2024 (HK$ thousand) | Change (HK$ thousand) | | :--- | :--- | :--- | :--- | | Trust receipt loans – unsecured | 4,307 | 4,013 | 294 | 15. ISSUED CAPITAL As of June 30, 2025, the company's issued and fully paid-up share capital was HK$72.1 million, comprising 720,731,512 ordinary shares Issued Capital | Indicator | Jun 30, 2025 (HK$ thousand) | Dec 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Authorized Share Capital | 200,000 | 200,000 | | Issued and Fully Paid-up Share Capital | 72,073 | 72,073 | - The issued and fully paid-up share capital consists of 720,731,512 ordinary shares of HK$0.10 each[163] 16. CONTINGENT LIABILITIES The Group has contingent liabilities related to two warehouses in Mainland China that may face demolition orders and fines of up to approximately HK$1.4 million - The Group failed to obtain property ownership certificates for two warehouses in Mainland China and may face demolition orders and fines of up to approximately HK$1.4 million[164][165] - The Board believes the possibility of penalties being imposed is remote and the cost of demolition would not be material, thus no provision has been made[164][165] 17. COMMITMENTS As of June 30, 2025, the Group's capital commitments amounted to HK$3.9 million, primarily related to property, plant and equipment Contractual Commitments | Item | Jun 30, 2025 (HK$ thousand) | Dec 31, 2024 (HK$ thousand) | Change (HK$ thousand) | | :--- | :--- | :--- | :--- | | Property, plant and equipment | 3,861 | 5,008 | (1,147) | 18. RELATED PARTY TRANSACTIONS The Group engaged in several transactions with companies related to its substantial shareholders, including procurement, logistics services, and OEM processing income Details of Related Party Transactions | Transaction Type | H1 2025 (HK$ thousand) | H1 2024 (HK$ thousand) | | :--- | :--- | :--- | | Purchase of goods through a supply chain service provider | — | 9,960 | | Purchase of goods through a distributor | 823 | 1,038 | | Cost of warehousing and logistics services | 564 | 667 | | OEM processing income | 1,731 | 662 | - Related party transactions involved associates of a substantial shareholder, including a supply chain service provider, a distributor, a warehousing and logistics provider, and a coffee and tea producer[171][172] Compensation of Key Management Personnel | Item | H1 2025 (HK$ thousand) | H1 2024 (HK$ thousand) | | :--- | :--- | :--- | | Short term employee benefits | 8,253 | 7,803 | | Pension scheme contributions | 481 | 455 | | Total | 8,734 | 8,258 | 19. FAIR VALUES AND FAIR VALUE HIERARCHY OF FINANCIAL INSTRUMENTS Management assesses that the fair values of most financial instruments approximate their carrying amounts due to their short-term nature - Management has assessed that the fair values of most financial instruments, such as trade receivables, cash, trade payables, and bank borrowings, reasonably approximate their carrying amounts due to their short maturities or insignificant discounting impact[175][177] - Derivative financial instruments, including foreign currency swaps, are measured using valuation techniques similar to forward pricing models, and their carrying amounts equal their fair values[178][180] (Liabilities)/Assets Measured at Fair Value | Item | Jun 30, 2025 (HK$ thousand) | Dec 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Derivative financial instruments | (561) | 96 | - During the six months ended June 30, 2025, there were no transfers of fair value measurements between Level 1 and Level 2 and no transfers into or out of Level 3 for both financial assets and financial liabilities[183][185] 20. APPROVAL OF THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The unaudited interim condensed consolidated financial statements were approved by the Board of Directors on August 14, 2025 - The unaudited interim condensed consolidated financial statements were approved by the Board of Directors on August 14, 2025[184][186] Other Information INTERIM DIVIDEND AND CLOSURE OF REGISTER OF MEMBERS The Board declared an interim dividend of 1.90 HK cents per share, payable on September 12, 2025, with the register of members closing on August 29, 2025 - The Board has resolved to declare an interim dividend of 1.90 HK cents per share for the six months ended June 30, 2025 (H1 2024: 2.76 HK cents)[188][190] - The dividend will be paid on September 12, 2025, to shareholders on the register of members as of August 29, 2025[188][190] - To determine entitlement to the dividend, the register of members will be closed on August 29, 2025[189][190] AUDIT COMMITTEE The Audit Committee, comprising three independent non-executive directors, has reviewed the Group's unaudited interim financial statements for H1 2025 - The Audit Committee, comprising three independent non-executive directors, has reviewed the accounting policies and practices adopted by the Company and discussed auditing, internal control, and financial reporting matters[192][194] - The Group's unaudited condensed consolidated financial statements for the six months ended June 30, 2025, have been reviewed by the Audit Committee[192][194] - The Group's external auditor, Ernst & Young, has conducted an independent review of the interim condensed consolidated financial statements[193][195] PURCHASE, SALE OR REDEMPTION OF THE COMPANY'S LISTED SECURITIES Neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities during the six months ended June 30, 2025 - During the six months ended June 30, 2025, neither the Company nor any of its subsidiaries had purchased, sold or redeemed any of the Company's listed securities[197][200] CONTROLLING SHAREHOLDERS' INTEREST IN COMPETING BUSINESS The Directors are not aware of any business or interest of the controlling shareholders that competes or is likely to compete with the Group's business - During the six months ended June 30, 2025, the Directors were not aware of any business or interest of the controlling shareholders and their respective associates that competes or is likely to compete with the business of the Group, or any other conflict of interest[198][201] DIRECTORS' SECURITIES TRANSACTIONS The Company has adopted a code for securities dealings, and all Directors have confirmed their compliance with the required standards for H1 2025 - The Company has adopted its code for securities dealings, and all Directors have confirmed that they have complied with the required standards set out in the code for the six months ended June 30, 2025[199][202] DIRECTORS' INTERESTS AND SHORT POSITIONS IN SHARES AND UNDERLYING SHARES As of June 30, 2025, executive directors held long positions in the Company's shares, with Mr Wong Tat Tong deemed to have a 71.41% interest Executive Directors' Interests in Shares of the Company (Long Position) | Name of Executive Director | Nature of Interest | Number of Shares Held | Approximate Percentage of Shareholding (Jun 30, 2025) | | :--- | :--- | :--- | :--- | | Mr Wong Tat Tong | Interest of controlled corporation; Interest in a concert party agreement under section 317 | 514,667,312 | 71.41% | | Ms Fan Yee Man | Beneficial owner | 918,000 | 0.13% | | Mr Kam Chun Pong | Beneficial owner | 184,000 | 0.03% | - Mr Wong Tat Tong is deemed to be interested in 514,667,312 shares, including through his controlled corporation Hero Asia and an agreement with Dah Chong Hong Holdings Limited[210] - As of June 30, 2025, no Director of the Company held any short positions in the shares and underlying shares of the Company[210] Mr Wong Tat Tong's Long Position in Shares of Associated Corporation | Name of Director | Nature of Interest | Name of Associated Corporation | Number of Ordinary Shares Held | Approximate Percentage of Shareholding (Jun 30, 2025) | | :--- | :--- | :--- | :--- | :--- | | Mr Wong | Beneficial owner | Hero Asia | 100 | 100% | SUBSTANTIAL SHAREHOLDERS' INTERESTS IN SHARES AND UNDERLYING SHARES As of June 30, 2025, Hero Asia, Dah Chong Hong, CITIC Limited, and CITIC Group Corporation were all deemed to have a 71.41% interest in the Company Substantial Shareholders' Interests in Shares and Underlying Shares (Long Position) | Name of Shareholder | Nature of Interest | Number of Ordinary Shares (Long Position) | Approximate Percentage of Total Issued Shares (Jun 30, 2025) | | :--- | :--- | :--- | :--- | | Hero Asia | Beneficial owner; Interest in a concert party agreement under section 317 | 514,667,312 | 71.41% | | Dah Chong Hong Holdings Limited | Beneficial owner; Interest in a concert party agreement under section 317 | 514,667,312 | 71.41% | | CITIC Limited | Interest of controlled corporation; Interest in a concert party agreement under section 317 | 514,667,312 | 71.41% | | CITIC Group Corporation | Interest of controlled corporation; Interest in a concert party agreement under section 317 | 514,667,312 | 71.41% | - Hero Asia and Dah Chong Hong are parties to an agreement to which section 317(1) of the SFO applies, and are therefore each deemed to be interested in the other's shares[219] - CITIC Limited is an indirect wholly-owned subsidiary of Dah Chong Hong, and CITIC Group Corporation is an indirect non-wholly-owned subsidiary of CITIC Limited, thus both are deemed to be interested in the relevant shares[219] PUBLIC FLOAT As of the date of the interim report, the Company has maintained a sufficient public float as required by the Listing Rules - As of the date of this interim report, the Company has maintained a sufficient public float (i.e, at least 25% of the issued shares are held by the public) in accordance with the Listing Rules[221][224] EVENTS AFTER THE REPORTING PERIOD The Directors are not aware of any significant events after the reporting period that would require disclosure - The Directors are not aware of any significant event requiring disclosure that has taken place subsequent to June 30, 2025 and up to the date of this interim report[222][225] SHARE OPTION SCHEMES The Company has a Pre-IPO Share Option Scheme and a Share Option Scheme, with no options granted under the latter since its adoption - The Company has a Pre-IPO Share Option Scheme and a Share Option Scheme to encourage and reward eligible participants who have contributed to the success of the Group's operations[227][230] - The Share Option Scheme was approved and adopted on December 15, 2017, and will be valid for a period of 10 years from the Listing Date[228][231] - As of June 30, 2025, the total number of shares available for issue under the Share Option Scheme was 72,397,931[239][242] - No options have been granted or agreed to be granted under the Share Option Scheme since its adoption[241][242] - All options under the Pre-IPO Share Option Scheme were forfeited or lapsed by May 10, 2021[246][249] CHANGES IN INFORMATION OF DIRECTORS During the period, Ms Yeung Po Yee, Pauline and Mr Ho Hung Wai, William were appointed as non-executive directors, while Mr Li Te Hua and Mr Timothy John Collins resigned - Ms Yeung Po Yee, Pauline and Mr Ho Hung Wai, William were appointed as non-executive Directors of the Company, effective from June 12, 2025[247][250] - Mr Li Te Hua and Mr Timothy John Collins resigned as non-executive Directors, effective from April 1, 2025, and May 10, 2025, respectively[252][256] CORPORATE GOVERNANCE PRACTICES The Company has complied with the Corporate Governance Code, except for the deviation from code provision C.2.1 regarding the separation of Chairman and CEO roles - The Company has complied with the code provisions set out in the Corporate Governance Code, except for the deviation from code provision C.2.1 concerning the roles of Chairman and Chief Executive Officer[254][257] - Mr Wong Tat Tong currently serves as both the Chairman of the Board and the Chief Executive Officer, which the Board believes is beneficial for executing business strategies and enhancing operational efficiency[255][257] - The Board, which includes three independent non-executive directors, believes that a balance of power, authority, accountability, and independent decision-making is maintained under the current arrangement[258][260] PUBLICATION OF THE INTERIM REPORT This interim report is available on the Company's website (www.twcoffee.com) and the designated website of the Stock Exchange (www.hkexnews.hk) - This interim report is published on the Company's website (www.twcoffee.com) and the designated website of the Stock Exchange (www.hkexnews.hk)[259](index=259&type=chunk)[261] APPRECIATION The Board extends its sincere gratitude to its shareholders, customers, auditors, business partners, associates, management team, and employees - The Board would like to express its sincere gratitude to the shareholders, customers, auditors, business partners and associates for their continued support, and to the management team and employees of the Group for their hard work and dedication[263][264]