飞达控股(01100) - 2025 - 中期财报

Management Discussion and Analysis The Group achieved robust H1 2025 financial growth and resilience through global production and cost control Financial Review The Group achieved significant H1 2025 financial growth through global production and cost control - Global geopolitical tensions, economic slowdown, and fluctuating US tariff policies intensified international trade uncertainty, but the Group demonstrated exceptional operational resilience through optimized global production layout and cost control[5] - The Bangladesh factory secured a large volume of transfer orders from high-tariff regions, driving significant growth in the manufacturing business[5] - The newly acquired Dutch company recorded a loss, but its design capabilities, industry experience, and licensed product trade network in Europe, the Middle East, and Africa are expected to provide new impetus for trade business growth[5] Key Financial Indicators for the Six Months Ended June 30, 2025 | Indicator | H1 2025 (HK$ thousand) | H1 2024 (HK$ thousand) | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Revenue | 845,629 | 687,114 | +23.1% | | Gross Profit | 255,104 | 219,510 | +16.2% | | Gross Margin | 30.2% | 31.9% | -1.7% | | Profit Attributable to Shareholders | 59,918 | 35,269 | +69.9% | | Interim Dividend (HK cents per share) | 3 | 3 | 0% | | Cash on Hand (June 30, 2025) | 239,281 | 191,793 (Dec 31, 2024) | +24.76% | | Unutilized Bank Facilities (June 30, 2025) | 664,300 | 720,600 (Dec 31, 2024) | -7.79% | Business Review The Group's manufacturing business achieved nearly 30% operating profit growth through global production optimization, while the trade business saw revenue growth but incurred an operating loss Manufacturing Business The manufacturing business achieved nearly 30% operating profit growth by flexibly deploying Bangladesh and Mexico factories, with Cambodia facilities in preparation - The manufacturing business successfully mitigated tariff risks by negotiating with customers and suppliers and flexibly deploying production at Bangladesh and Mexico factories, driving operating profit growth of nearly 30%[7] - The Bangladesh factory performed exceptionally, securing a large volume of transfer orders from high-tariff regions, significantly boosting production scale and profitability[7] - The Mexico factory's operations stabilized, commencing production of high-end headwear to diversify the product portfolio[7] - The Shenzhen factory continued to focus on headwear design and development and operational support[8] - The Group is actively preparing for headwear production at its leased facility in Cambodia to mitigate geopolitical risks[8] Manufacturing Business Key Financial Data | Indicator | H1 2025 (HK$ thousand) | H1 2024 (HK$ thousand) | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Revenue | 537,720 | 445,769 | +20.6% | | % of Total Revenue | 63.6% | - | - | | Segment Operating Profit | 120,152 | 93,178 | +28.9% | Manufacturing Factory Employee Count | Factory | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Bangladesh Factory | 7,200 | 7,400 | | Mexico Factory | 580 | 430 | Trade Business Despite global economic instability, the trade business saw revenue increase by 27.6% due to the Dutch acquisition, but recorded an operating loss - Global economic instability led to decreased demand for headwear and accessories, reduced retailer procurement, and intensified market competition[9] - The trade business maintained relative stability through its brand portfolio advantage and rapid market response capabilities[9] Trade Business Key Financial Data | Indicator | H1 2025 (HK$ thousand) | H1 2024 (HK$ thousand) | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Revenue | 307,909 | 241,345 | +27.6% | | % of Total Revenue | 36.4% | - | - | | Operating Loss | (43,834) | (37,739) | +16.15% (Loss Widened) | - High sales costs in the trade segment and increased administrative expenses due to the incorporation of the Dutch company were the primary reasons for the expanded operating loss[9] Outlook The Group plans to expand Cambodia and Mexico factories for manufacturing flexibility and leverage Mexico's free trade zone and the Dutch company for trade growth - The Group will adhere to a prudent approach, steadily advancing its globalization strategy, managing risks, and seizing opportunities for sustainable growth[10] - Preparation for the Cambodia production facility is accelerating, with an expected Q3 launch this year and a target annual capacity of 10 million units, complementing the Bangladesh factory and optimizing the Southeast Asian production network[10] - The Mexico factory's production efficiency is steadily improving, benefiting from NAFTA tariff concessions, with plans for expansion to solidify its North American supply chain position[11] - The Group is advancing a free trade zone project and warehouse construction at the Mexico factory park, combined with the Shenzhen factory's transformation into a cross-border e-commerce industrial park, expected to enhance trade business operational efficiency[11] - The Dutch company's integration positions the Group as one of the world's largest licensed product design and trading companies, expanding trade business market coverage to new regions like the Middle East and Africa[11] - The Group will continue to deepen risk control and cost optimization measures, maintaining healthy financial resilience and confidence in overcoming challenges and capturing growth opportunities[12] Liquidity and Financial Resources As of June 30, 2025, the Group's total cash and bank balances were HK$243.4 million, with HK$664.3 million in unutilized bank facilities, indicating a sound financial position Liquidity and Bank Facilities | Indicator | June 30, 2025 (HK$ million) | December 31, 2024 (HK$ million) | | :--- | :--- | :--- | | Total Cash and Bank Balances | 243.4 | 196.0 | | Bank Credit Facilities | 852.2 | 905.4 | | Unutilized Bank Facilities | 664.3 | 720.6 | - Approximately 60.6% of liquidity was denominated in USD, 17.4% in RMB, and 8.1% in HKD[13] - The gearing ratio (borrowings divided by total equity) was 15.9% (December 31, 2024: 16.9%), indicating a sound financial position[13] Capital Expenditure Capital expenditure for the period focused on US property renovation and equipment acquisition, with significant commitments approved for Mexico, Bangladesh, and Cambodia factory expansion Capital Expenditure for the Period | Project | H1 2025 (HK$ million) | H1 2024 (HK$ million) | | :--- | :--- | :--- | | US Missouri Property Renovation | 9.4 | 102.4 (Property Acquisition) | | Additions to Equipment and Machinery | 15.6 | 24.2 | | Additions to Trade Business Equipment and Systems | 1.2 | 1.0 | - As of June 30, 2025, approved capital commitments totaled HK$151.4 million for the construction of a Mexico warehouse and expansion of Bangladesh and Cambodia factories[14] - Additional capital commitments of HK$4.0 million were granted for upgrading trade business equipment[14] Foreign Exchange Risk Most of the Group's assets and liabilities are denominated in HKD, USD, RMB, or BDT, with a 1% BDT appreciation/depreciation expected to impact manufacturing gross margin by 0.25% - Most of the Group's assets and liabilities are denominated in HKD, USD, RMB, or Bangladesh Taka (BDT)[15] - A 1% appreciation/depreciation of the BDT is expected to result in a decrease/increase of approximately 0.25% in the manufacturing business's gross margin[15] - A 1% appreciation of other currencies is expected to have no significant impact on the manufacturing business's gross profit[15] Employees and Remuneration Policy As of June 30, 2025, the Group had approximately 8,200 global employees, with employee expenses of HK$223.8 million for the period, offering competitive remuneration and a share option scheme Employee Count as of June 30, 2025 | Region | June 30, 2025 | June 30, 2024 | | :--- | :--- | :--- | | China (including Hong Kong) | 220 | 335 | | Bangladesh | 7,235 | 7,222 | | Mexico | 585 | 389 | | United States | 116 | 147 | | Europe | 66 | 11 | | Total | 8,222 | 8,104 | - Employee expenses for the period were approximately HK$223.8 million (H1 2024: HK$192.3 million)[16] - The Group ensures competitive remuneration based on position and performance, with share options granted to key employees, including directors[16] Interim Dividend and Closure of Register of Members The Board declared an interim dividend of 3 HK cents per share and will close the register of members from September 17 to September 19, 2025, to determine dividend entitlements - The Board declared an interim dividend of 3 HK cents per share (2024: 3 HK cents), payable on or after October 10, 2025[17] - To determine eligibility for the interim dividend, the Company's register of members will be closed from September 17 to September 19, 2025 (both dates inclusive)[18] - All transfer documents must be lodged with Tricor Secretaries Limited by 4:30 p.m. on September 16, 2025, to qualify for the interim dividend[18] Interim Condensed Consolidated Statement of Profit or Loss (Unaudited) For the six months ended June 30, 2025, the Group's revenue increased by 23.1% to HK$845,629 thousand, and profit attributable to shareholders surged by 69.9% to HK$59,918 thousand, with basic earnings per share at 13.962 HK cents Interim Condensed Consolidated Statement of Profit or Loss Summary | Indicator | H1 2025 (HK$ thousand) | H1 2024 (HK$ thousand) | | :--- | :--- | :--- | | Revenue | 845,629 | 687,114 | | Cost of Sales | (590,525) | (467,604) | | Gross Profit | 255,104 | 219,510 | | Operating Profit | 84,729 | 65,048 | | Profit for the Period | 57,579 | 39,979 | | Profit Attributable to Owners of the Company | 59,918 | 35,269 | | Non-controlling Interests | (2,339) | 4,710 | | Basic Earnings Per Share (HK cents) | 13.962 | 8.218 | | Diluted Earnings Per Share (HK cents) | 13.856 | 8.141 | Interim Condensed Consolidated Statement of Comprehensive Income (Unaudited) For the six months ended June 30, 2025, the Group's total comprehensive income for the period was HK$65,490 thousand, driven by profit for the period and positive exchange differences from translating overseas operations' financial statements Interim Condensed Consolidated Statement of Comprehensive Income Summary | Indicator | H1 2025 (HK$ thousand) | H1 2024 (HK$ thousand) | | :--- | :--- | :--- | | Profit for the Period | 57,579 | 39,979 | | Exchange Differences on Translating Financial Statements of Overseas Operations | 7,911 | (1,906) | | Total Comprehensive Income for the Period, Net of Tax | 65,490 | 38,073 | | Attributable to Owners of the Company | 68,401 | 33,363 | | Attributable to Non-controlling Interests | (2,911) | 4,710 | Interim Condensed Consolidated Statement of Financial Position (Unaudited) As of June 30, 2025, the Group's total assets increased to HK$1,961,637 thousand, total equity to HK$1,223,321 thousand, and net current assets significantly improved to HK$395,421 thousand, indicating a robust financial position Interim Condensed Consolidated Statement of Financial Position Summary | Indicator | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Assets | | | | Non-current Assets | 929,707 | 940,361 | | Current Assets | 1,031,930 | 1,004,505 | | Total Assets | 1,961,637 | 1,944,866 | | Equity and Liabilities | | | | Equity Attributable to Owners of the Company | 1,164,183 | 1,117,240 | | Non-controlling Interests | 59,138 | 62,049 | | Total Equity | 1,223,321 | 1,179,289 | | Non-current Liabilities | 101,807 | 103,852 | | Current Liabilities | 636,509 | 661,725 | | Total Liabilities | 738,316 | 765,577 | | Net Current Assets | 395,421 | 342,780 | Interim Condensed Consolidated Statement of Changes in Equity (Unaudited) For the six months ended June 30, 2025, total equity attributable to owners of the Company increased to HK$1,164,183 thousand, driven by profit for the period and an increase in exchange reserves, while the 2024 final dividend was paid Changes in Equity for the Six Months Ended June 30, 2025 Summary | Indicator | January 1, 2025 (HK$ thousand) | Profit for the Period (HK$ thousand) | Exchange Differences (HK$ thousand) | 2024 Final Dividend (HK$ thousand) | June 30, 2025 (HK$ thousand) | | :--- | :--- | :--- | :--- | :--- | :--- | | Share Capital | 42,916 | – | – | – | 42,916 | | Other Reserves | 208,235 | – | – | – | 216,718 | | Exchange Reserve | (3,736) | – | 8,483 | – | 4,747 | | Retained Earnings | 866,089 | 59,918 | – | (21,458) | 904,549 | | Total Attributable to Owners of the Company | 1,117,240 | 59,918 | 8,483 | (21,458) | 1,164,183 | | Non-controlling Interests | 62,049 | (2,339) | (572) | – | 59,138 | | Total Equity | 1,179,289 | 57,579 | 7,911 | (21,458) | 1,223,321 | Interim Condensed Consolidated Statement of Cash Flows (Unaudited) For the six months ended June 30, 2025, net cash from operating activities significantly increased to HK$93,928 thousand, net cash outflow from investing activities decreased, and net cash outflow from financing activities remained stable, with cash and cash equivalents increasing to HK$229,069 thousand at period-end Interim Condensed Consolidated Statement of Cash Flows Summary | Indicator | H1 2025 (HK$ thousand) | H1 2024 (HK$ thousand) | | :--- | :--- | :--- | | Net Cash From Operating Activities | 93,928 | 31,765 | | Net Cash Used in Investing Activities | (12,955) | (123,068) | | Net Cash Used in Financing Activities | (35,828) | (36,399) | | Net Increase/(Decrease) in Cash and Cash Equivalents | 45,145 | (127,702) | | Cash and Cash Equivalents at Beginning of Period | 179,638 | 317,849 | | Effect of Foreign Exchange Rate Changes | 4,286 | (1,519) | | Cash and Cash Equivalents at End of Period | 229,069 | 188,628 | Notes to the Unaudited Interim Condensed Consolidated Financial Information This section provides detailed notes to the unaudited interim condensed consolidated financial information for the six months ended June 30, 2025, covering general information, basis of preparation, accounting policies, financial risk management, segment information, profit components, taxation, earnings per share, dividends, balance sheet items, borrowings, commitments, and related party transactions 8.1 General Information Fida International Holdings Limited is a Bermuda-incorporated listed company primarily engaged in investment holding, with subsidiaries involved in headwear manufacturing, sales, and trading - The Company is a listed limited liability company incorporated in Bermuda, with shares listed on The Stock Exchange of Hong Kong Limited[28] - The Company's principal business is investment holding, while its subsidiaries are primarily engaged in the manufacture and sale of headwear, and the trading and distribution of headwear and other products[28] - This interim condensed consolidated financial information is presented in Hong Kong dollars and is unaudited[29][30] 8.2 Basis of Preparation This interim condensed consolidated financial information is prepared in accordance with HKAS 34 "Interim Financial Reporting" and should be read in conjunction with the annual consolidated financial statements for the year ended December 31, 2024 - This interim condensed consolidated financial information is prepared in accordance with Hong Kong Accounting Standard 34 "Interim Financial Reporting" issued by the Hong Kong Institute of Certified Public Accountants[31] - This information does not include all the notes normally included in annual consolidated financial statements and should be read in conjunction with the annual consolidated financial statements for the year ended December 31, 2024[31] 8.3 Accounting Policies Except for the adoption of new and revised standards, the accounting policies applied are consistent with those in the 2024 annual consolidated financial statements, with HKFRS 18 expected to impact profit or loss presentation and financial performance disclosures but not operating results or financial position - Except for the adoption of new and revised standards, the accounting policies applied are consistent with those applied in the annual consolidated financial statements for the year ended December 31, 2024[32] - Income tax expense for the interim period is accrued using the tax rate that would be applicable to the expected annual earnings[33] - HKFRS 18, effective for reporting periods beginning on or after January 1, 2027, will introduce new presentation requirements for the consolidated statement of comprehensive income, including classifying income and expenses in the profit or loss into five categories: operating, investing, financing, income tax, and discontinued operations[36] - The Group believes that the adoption of HKFRS 18 is unlikely to have any significant impact on the Group's operating results and financial position[36] 8.4 Estimates The preparation of interim condensed consolidated financial information requires management's judgment, estimates, and assumptions, with significant judgments and sources of estimation uncertainty consistent with those applied in the 2024 annual consolidated financial statements - The preparation of interim condensed consolidated financial information requires management to make judgments, estimates, and assumptions, and actual results may differ from these estimates[37] - The significant judgments made by management in applying the accounting policies and the key sources of estimation uncertainty are the same as those applied in the consolidated financial statements for the year ended December 31, 2024[37] 8.5 Financial Risk Management The Group faces market, credit, and liquidity risks, with no significant changes in financial liabilities' contractual undiscounted cash flows or risk management policies; fair value measurements use Level 1, 2, and 3 methods, with Level 3 primarily comprising unlisted equity investments 8.5.1 Financial Risk Factors The Group's operations are exposed to various financial risks, including market risk (foreign exchange, interest rate, and price risk), credit risk, and liquidity risk - The Group's operations are exposed to various financial risks: market risk (including foreign exchange risk, interest rate risk, and price risk), credit risk, and liquidity risk[38] - There have been no significant changes in the contractual undiscounted cash outflows of financial liabilities compared to the year-end[39] - There have been no changes in any risk management policies since the year-end[40] 8.5.2 Fair Value Estimation The Group's financial instrument fair value measurements are analyzed using Level 1, 2, and 3 methods, with Level 1 primarily for listed securities and Level 3 for unlisted equity investments; no transfers between fair value hierarchy levels or other changes in valuation techniques occurred during the period - Fair value measurements are analyzed using Level 1 (quoted prices in active markets), Level 2 (observable input data), and Level 3 (unobservable input data)[43] Financial Assets Measured at Fair Value as of June 30, 2025 | Item | Level 1 (HK$ thousand) | Level 2 (HK$ thousand) | Level 3 (HK$ thousand) | Total (HK$ thousand) | | :--- | :--- | :--- | :--- | :--- | | Unlisted Equity Investments (BVI) | – | – | 20,465 | 20,465 | | Unlisted Equity Investment Funds (China) | – | – | 14,117 | 14,117 | | Unlisted Equity Investment Funds (Hong Kong) | – | – | 3,508 | 3,508 | | Listed Securities (Hong Kong) | 4,149 | – | – | 4,149 | | Total Financial Assets | 4,149 | – | 38,090 | 42,239 | - During the period, there were no transfers of financial assets between fair value hierarchy levels, and no other changes in valuation techniques[45][46] 8.5.3 Fair Value Measurements Using Significant Unobservable Inputs (Level 3) Level 3 fair value measurements primarily involve unlisted equity investments, including a sold US unlisted equity investment and equity investments in BVI, China, and Hong Kong funds, whose fair values are generally similar to their net asset values - The unlisted equity investment in the US was sold on March 31, 2025, for US$1,292,000 (HK$10,052,000), resulting in a gain on disposal of HK$2,272,000[47] - The BVI unlisted equity investment represents a 2.3% equity investment in an unlisted fund, with its fair value approximating its net asset value[48] - The China unlisted equity investment represents an approximately 2.72% capital contribution to a limited partnership, with its fair value approximating its net asset value[49] - The Hong Kong unlisted equity investment represents an approximately 2% capital contribution to a limited partnership, with its fair value approximating its net asset value[50] - The Group's finance department reviews the valuation of financial instruments and non-financial assets measured at fair value and reports to the directors[51] 8.5.4 Fair Value of Financial Assets and Liabilities Measured at Amortized Cost The fair values of financial assets and liabilities measured at amortized cost, including other financial assets, trade receivables, short-term deposits, cash and cash equivalents, trade and other payables, amounts due to non-controlling interests, lease liabilities, and borrowings, approximate their carrying amounts - The fair values of financial assets and liabilities measured at amortized cost, including other financial assets, trade receivables, short-term deposits, cash and cash equivalents, trade and other payables, amounts due to non-controlling interests, lease liabilities, and borrowings, approximate their carrying amounts[52][56] 8.6 Revenue The Group's principal activities are the manufacturing and trading of headwear, small leather goods, handbags, apparel, and accessories - The Group's principal activities are the manufacturing and trading of headwear, small leather goods, handbags, apparel, and accessories[52] 8.7 Segment Information The Group's operating segments include manufacturing and trade businesses, with executive directors assessing performance based on segment profit/loss; manufacturing revenue grew 20.6% with operating profit up 28.9%, while trade revenue grew 27.6% but recorded an operating loss - Executive directors are identified as the chief operating decision-makers, determining operating segments and assessing their performance based on reviewed reports[53][54] - Operating segments include the manufacturing business (with primary production facilities in Bangladesh and Mexico, serving customers mainly in the US and Europe) and the trade business (operated through H3 Sportgear LLC, San Diego Hat Company, Aquarius Ltd., Drew Pearson International (Europe) Ltd., and Difuzed B.V.)[55][57] Segment Revenue and Profit for the Six Months Ended June 30, 2025 | Indicator | Manufacturing Business (HK$ thousand) | Trade Business (HK$ thousand) | Total (HK$ thousand) | | :--- | :--- | :--- | :--- | | Revenue from External Customers | 537,720 | 307,909 | 845,629 | | Inter-segment Revenue | 17,130 | – | 17,130 | | Reportable Segment Revenue | 554,850 | 307,909 | 862,759 | | Reportable Segment Profit/(Loss) | 120,152 | (43,834) | 76,318 | Segment Assets and Liabilities as of June 30, 2025 | Indicator | Manufacturing Business (HK$ thousand) | Trade Business (HK$ thousand) | Total (HK$ thousand) | | :--- | :--- | :--- | :--- | | Reportable Segment Assets | 833,149 | 788,407 | 1,621,556 | | Reportable Segment Liabilities | 229,331 | 210,851 | 440,182 | | Additions to Non-current Assets | 21,012 | 15,413 | 36,425 | 8.8 Profit Before Income Tax For the six months ended June 30, 2025, the Group's profit before income tax was HK$77,272 thousand, influenced by operating profit, gain on disposal of financial assets, exchange gains, depreciation, amortization, and increased provisions for inventories and trade receivables impairment 8.8.1 Operating Profit Operating profit is influenced by gains on disposal of financial assets, fair value losses on investment properties, net exchange gains, and expenses such as depreciation, amortization, inventory provisions, and trade receivables impairment Components of Operating Profit | Item | H1 2025 (HK$ thousand) | H1 2024 (HK$ thousand) | | :--- | :--- | :--- | | Gain on Disposal of Financial Assets Measured at Fair Value Through Profit or Loss | (2,272) | – | | Fair Value Loss on Investment Properties | 2,373 | – | | Net Exchange Gain | (6,114) | (2,841) | | Depreciation of Property, Plant and Equipment | 31,654 | 28,078 | | Depreciation of Right-of-Use Assets | 8,991 | 7,101 | | Amortization of Other Intangible Assets | 11,239 | 11,995 | | Net Provision for Inventories | 2,999 | 1,162 | | Net Impairment Loss on Trade Receivables | 2,620 | 2,163 | - For the six months ended June 30, 2025, a provision for obsolete inventories of HK$2,999,000 was made, primarily related to the actual condition of inventories, market demand, and historical usage[61] - A net impairment loss on trade receivables of HK$2,620,000 was recognized, primarily related to the business prospects and historical repayment patterns of US and European customers[61] 8.8.2 Finance Costs - Net For the six months ended June 30, 2025, the Group's net finance costs were (HK$7,457) thousand, primarily comprising interest on bank loans, patent fees, and lease liabilities, with a decrease in finance income Components of Net Finance Costs | Item | H1 2025 (HK$ thousand) | H1 2024 (HK$ thousand) | | :--- | :--- | :--- | | Interest on Bank Loans, Overdrafts and Other Borrowings | (6,868) | (6,655) | | Increase in Interest on Patent Fees Payable | (1,145) | (1,239) | | Interest on Lease Liabilities | (537) | (743) | | Finance Costs | (8,550) | (8,637) | | Finance Income | 1,093 | 2,047 | | Finance Costs - Net | (7,457) | (6,590) | 8.9 Income Tax Expense For the six months ended June 30, 2025, the Group's income tax expense was HK$19,693 thousand, primarily from overseas taxes, with Hong Kong profits tax accrued at 16.5% Components of Income Tax Expense | Item | H1 2025 (HK$ thousand) | H1 2024 (HK$ thousand) | | :--- | :--- | :--- | | Hong Kong Profits Tax | 507 | 770 | | Overseas Taxation | 20,013 | 17,079 | | Deferred Income Tax | (827) | 615 | | Total Income Tax Expense | 19,693 | 18,464 | - Income tax expense for the interim period is recognized based on management's estimate of the expected weighted average annual income tax rate for the entire financial year[65] - Hong Kong profits tax is accrued at a rate of 16.5%, and overseas profits tax is calculated at the applicable rates in the countries where the Group operates[65] 8.10 Earnings Per Share For the six months ended June 30, 2025, the Group's basic earnings per share were 13.962 HK cents and diluted earnings per share were 13.856 HK cents, both showing an increase from the prior period 8.10.1 Basic Basic earnings per share are calculated by dividing profit attributable to owners of the Company by the weighted average number of ordinary shares outstanding during the period, which was 13.962 HK cents for the current period Basic Earnings Per Share Calculation | Indicator | H1 2025 | H1 2024 | | :--- | :--- | :--- | | Profit Attributable to Owners of the Company (HK$ thousand) | 59,918 | 35,269 | | Weighted Average Number of Ordinary Shares Outstanding | 429,164,448 | 429,164,448 | | Basic Earnings Per Share (HK cents) | 13.962 | 8.218 | 8.10.2 Diluted Diluted earnings per share are calculated by adjusting the weighted average number of ordinary shares outstanding for the conversion of all outstanding share options, resulting in 13.856 HK cents for the current period Diluted Earnings Per Share Calculation | Indicator | H1 2025 | H1 2024 | | :--- | :--- | :--- | | Profit Attributable to Owners of the Company (HK$ thousand) | 59,918 | 35,269 | | Weighted Average Number of Ordinary Shares Used for Diluted EPS | 432,447,010 | 433,242,339 | | Diluted Earnings Per Share (HK cents) | 13.856 | 8.141 | 8.11 Dividends The Board declared an interim dividend of 3 HK cents per share, consistent with the prior period; additionally, the 2024 final dividend of 5 HK cents per share was paid during the current period 8.11.1 Dividends Attributable to the Period The declared interim dividend is 3 HK cents per share, totaling HK$12,875 thousand, which is the same as the prior period Dividends Attributable to the Period | Indicator | H1 2025 (HK$ thousand) | H1 2024 (HK$ thousand) | | :--- | :--- | :--- | | Interim Dividend Declared of 3 HK cents per share | 12,875 | 12,875 | - The amount of the proposed interim dividend is based on 429,164,448 issued shares as of June 30, 2025[71] 8.11.2 Dividends Approved and Paid During the Period Attributable to the Previous Financial Year The 2024 final dividend of 5 HK cents per share, totaling HK$21,458 thousand, was paid during the current period Dividends Approved and Paid During the Period Attributable to the Previous Financial Year | Indicator | H1 2025 (HK$ thousand) | H1 2024 (HK$ thousand) | | :--- | :--- | :--- | | Final Dividend Paid for 2024 of 5 HK cents per share | 21,458 | 25,750 | 8.12 Property, Plant and Equipment, Investment Properties and Other Intangible Assets For the six months ended June 30, 2025, the Group acquired HK$26,160 thousand in property, plant, and equipment; one investment property recorded a fair value loss of HK$2,373 thousand; other intangible assets primarily include patent rights and customer and supplier relationships - For the six months ended June 30, 2025, the Group acquired HK$26,160,000 in property, plant, and equipment[73] - Among investment properties, one property recorded a fair value loss of HK$2,373,000[73] Components of Other Intangible Assets | Item | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Patent Rights | 26,363 | 34,687 | | Customer and Supplier Relationships Acquired | 44,290 | 40,693 | 8.13 Right-of-Use Assets and Lease Liabilities As of June 30, 2025, the Group's right-of-use assets totaled HK$56,482 thousand and lease liabilities totaled HK$60,639 thousand, with depreciation expense of HK$8,991 thousand and interest expense of HK$537 thousand for the period 8.13.1 Amounts Recognized in the Interim Condensed Consolidated Statement of Financial Position As of June 30, 2025, the Group's right-of-use assets were HK$56,482 thousand, and total lease liabilities were HK$60,639 thousand, with the non-current portion being HK$47,028 thousand Right-of-Use Assets and Lease Liabilities | Indicator | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Right-of-Use Assets (Properties) | 56,482 | 55,628 | | Lease Liabilities (Non-current) | 47,028 | 45,911 | | Lease Liabilities (Current) | 13,611 | 14,382 | | Total Lease Liabilities | 60,639 | 60,293 | - Right-of-use assets increased by HK$10,265,000 during the six months ended June 30, 2025[75] 8.13.2 Amounts Recognized in the Interim Condensed Consolidated Statement of Profit or Loss For the six months ended June 30, 2025, depreciation expense for right-of-use assets was HK$8,991 thousand, interest expense was HK$537 thousand, and short-term lease expenses were HK$5,626 thousand Lease-Related Amounts Recognized in the Statement of Profit or Loss | Item | H1 2025 (HK$ thousand) | H1 2024 (HK$ thousand) | | :--- | :--- | :--- | | Depreciation Expense of Right-of-Use Assets | 8,991 | 7,101 | | Interest Expense (Included in Finance Costs) | 537 | 743 | | Expenses Related to Short-Term Leases | 5,626 | 3,938 | 8.13.3 The Group's Leasing Activities The Group leases various properties with typical lease terms ranging from 2 to 20 years, and lease agreements do not impose covenants, nor can leased assets be used as collateral for borrowings - The Group leases various properties, with lease contracts typically ranging from 2 to 20 years[77] - Lease agreements impose no covenants, except for security interests held by lessors in the leased assets, and leased assets cannot be used as collateral for borrowings[77] 8.14 Trade Receivables and Other Financial Assets Measured at Amortized Cost As of June 30, 2025, the Group's net trade receivables were HK$401,737 thousand, and other financial assets measured at amortized cost were HK$20,172 thousand, with most sales having credit terms of 30-180 days Trade Receivables and Other Financial Assets | Indicator | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Trade Receivables | 427,491 | 400,015 | | Less: Provision for Impairment Loss | (25,754) | (24,373) | | Net Trade Receivables | 401,737 | 375,642 | | Other Financial Assets Measured at Amortized Cost | 20,172 | 20,149 | | Total | 421,909 | 395,791 | - The carrying amounts approximate their fair values[78] - Most of the Group's sales are subject to credit terms of 30–180 days[79] Aging Analysis of Trade Receivables (June 30, 2025) | Aging | Amount (HK$ thousand) | | :--- | :--- | | 0–30 Days | 134,014 | | 31–60 Days | 128,184 | | 61–90 Days | 77,835 | | 91–120 Days | 25,326 | | 121–180 Days | 15,317 | | Over 180 Days | 46,815 | | Total | 427,491 | 8.15 Share Capital As of June 30, 2025, the Company's issued and fully paid share capital was HK$42,916 thousand, with authorized share capital of HK$100,000 thousand; the Group has a share option scheme with 28,345,000 unexercised options at a weighted average exercise price of HK$1.335 at period-end 8.15.1 Share Capital As of June 30, 2025, the Company's authorized share capital was 1,000,000,000 shares of HK$0.10 each, totaling HK$100,000 thousand; issued and fully paid share capital was 429,164,448 shares, totaling HK$42,916 thousand Share Capital Structure | Indicator | Number of Shares | Amount (HK$ thousand) | | :--- | :--- | :--- | | Authorized Share Capital (HK$0.10 par value per share) | 1,000,000,000 | 100,000 | | Issued and Fully Paid Share Capital (HK$0.10 par value per share) | 429,164,448 | 42,916 | 8.15.2 Equity-Settled Share-Based Payment Transactions The Group operates a share option scheme; as of June 30, 2025, 28,345,000 share options remained unexercised with a weighted average exercise price of HK$1.335 and a weighted average contractual life of 1.2 years, with no options exercised during the period - As of June 30, 2025, 28,345,000 share options granted under the former 2011 Share Option Scheme remained unexercised, valid, and exercisable[81] - A new share option scheme was adopted on May 24, 2024, valid for ten years, with the total number of shares that may be issued not exceeding 42,916,444 shares (10% of issued shares)[81] - The exercise price of share options is the highest of the nominal value of the share, the closing price on the offer date, and the average closing price of the preceding five trading days[82] Share Option Movement | Indicator | January 1 & June 30, 2025 (thousand options) | Weighted Average Exercise Price (HK$) | | :--- | :--- | :--- | | Number of Share Options | 28,345 | 1.335 | | Vested Share Options | 28,345 | 1.335 | - As of June 30, 2025, the weighted average contractual life of the share options was 1.2 years[84] - As of June 30, 2025, all 28,345,000 outstanding share options were exercisable, and no share options were exercised during the period[85] 8.16 Trade and Other Payables As of June 30, 2025, the Group's total trade and other payables were HK$387,144 thousand, with trade payables amounting to HK$168,273 thousand, primarily aged 0-30 days Trade and Other Payables | Indicator | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Trade Payables | 168,273 | 188,009 | | Accrued Expenses and Other Payables | 218,871 | 240,581 | | Total | 387,144 | 428,590 | | Less: Other Non-current Payables | (22,812) | (26,394) | | Current Portion | 364,332 | 402,196 | Aging Analysis of Trade Payables (June 30, 2025) | Aging | Amount (HK$ thousand) | | :--- | :--- | | 0–30 Days | 111,170 | | 31–60 Days | 21,502 | | 61–90 Days | 15,038 | | Over 90 Days | 20,563 | | Total | 168,273 | 8.17 Borrowings As of June 30, 2025, the Group's total borrowings were HK$195,047 thousand, primarily bank borrowings, with other borrowings including an unsecured loan from a shareholder's affiliate Borrowing Movement Analysis | Indicator | H1 2025 (HK$ thousand) | H1 2024 (HK$ thousand) | | :--- | :--- | :--- | | Amount at Beginning of Period | 199,479 | 160,703 | | Repayment of Bank Borrowings | (44,963) | (30,558) | | Repayment of Other Borrowings | (7,469) | (9,958) | | Proceeds from Bank Borrowings | 48,000 | 30,000 | | Proceeds from Other Borrowings | – | 7,469 | | Amount at End of Period | 195,047 | 157,656 | Borrowing Composition (Current) | Item | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Bank Borrowings | 187,851 | 184,814 | | Other Borrowings | 7,196 | 14,665 | - Other borrowings refer to a loan from an affiliate of the Company's shareholder, New Era Cap Hong Kong LLC, with HK$7,196,000 being unsecured, bearing an annual interest rate of 7%, and due for repayment on December 19, 2025[89] 8.18 Commitments As of June 30, 2025, the Group had contracted but unprovided capital expenditure of HK$12,221 thousand, mainly for machinery, factory construction, and IT system upgrades; additionally, the Group had a remaining capital commitment of RMB17.5 million to a China fund 8.18.1 Capital Commitments As of June 30, 2025, contracted but unprovided capital expenditure amounted to HK$12,221 thousand, primarily for machinery purchases, factory construction, and IT system upgrades Capital Commitments | Indicator | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Contracted but Not Provided For | 12,221 | 10,307 | - The above commitments relate to capital expenditure for the purchase of machinery, construction of a factory building, and upgrading of information technology systems[92] 8.18.2 Other Commitments The Group has a remaining capital commitment of RMB16.0 million (approximately HK$17.5 million) to a China fund; the capital commitment to a Hong Kong fund was completed at period-end - As of June 30, 2025, the Group had a remaining capital commitment of RMB16.0 million (approximately HK$17.5 million) to a China fund[93] - The capital commitment of US$0.5 million (approximately HK$3.9 million) to a Hong Kong fund was completed as of June 30, 2025[93] 8.19 Significant Related Party Transactions The Group engaged in various transactions with related parties, including sales of goods to a shareholder's affiliate, rental payments, claims expenses, and interest on borrowings; as of period-end, trade receivables from a shareholder's affiliate were HK$192,387 thousand, and borrowings payable were HK$7,196 thousand 8.19.1 Purchase and Sale of Goods and Services The Group sold goods of HK$374,580 thousand to an affiliate of a shareholder and paid rent for office properties, rent to subsidiary shareholders, and claims expenses Related Party Transactions (Purchase and Sale of Goods and Services) | Item | H1 2025 (HK$ thousand) | H1 2024 (HK$ thousand) | | :--- | :--- | :--- | | Sales of Goods to an Affiliate of a Shareholder | 374,580 | 315,467 | | Rent Paid for Office Properties to Directors and a Company Controlled by a Director | 101 | 101 | | Rent Paid for Office and Warehouse Properties to Subsidiary Shareholders | 2,088 | – | | Claims Expenses Paid to an Affiliate of a Shareholder | 292 | 1,190 | | Interest on Borrowings Provided by an Affiliate of a Shareholder | 327 | 1,153 | 8.19.2 Period-End Balances from Sale of Goods and Services As of period-end, trade receivables from an affiliate of a shareholder amounted to HK$192,387 thousand, primarily from sales transactions, with credit terms of 60 to 90 days, unsecured and non-interest bearing Period-End Balances from Sale of Goods and Services | Item | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Trade Receivables from an Affiliate of a Shareholder | 192,387 | 185,370 | - These receivables are unsecured and non-interest bearing, and no provision has been made for them[95] 8.19.3 Period-End Balances from Borrowings As of period-end, the outstanding balance of borrowings provided by an affiliate of a shareholder was HK$7,196 thousand Period-End Balances from Borrowings | Item | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Borrowings Provided by an Affiliate of a Shareholder | 7,196 | 14,665 | 8.19.4 Key Management Personnel Remuneration Total remuneration for key management personnel for the current period was HK$15,941 thousand, primarily consisting of short-term employee benefits Key Management Personnel Remuneration | Item | H1 2025 (HK$ thousand) | H1 2024 (HK$ thousand) | | :--- | :--- | :--- | | Short-Term Employee Benefits | 15,866 | 14,380 | | Contributions to Retirement Schemes | 75 | 66 | | Total | 15,941 | 14,446 | 8.20 Approval of Interim Condensed Consolidated Financial Information This interim condensed consolidated financial information was approved by the Board of Directors on August 26, 2025 - This interim condensed consolidated financial information was approved by the Board of Directors on August 26, 2025[98] Other Information Required by Listing Rules This section provides additional information required by the Listing Rules, including directors' and major shareholders' interests in shares, details of the share option scheme, pre-emptive rights, purchases/sales/redemptions of the Company's listed securities, compliance with the Corporate Governance Code, and the Audit Committee's responsibilities 9.1 Directors' Interests in Shares and Underlying Shares As of June 30, 2025, several directors held long positions in the Company's shares and underlying shares, with Mr. Yan Hei Cheung and Ms. Yan Po Ling collectively holding 65.23% interest, primarily through controlled corporations and share options Directors' Long Positions in the Company's Shares and Underlying Shares | Name | Personal Interest (shares) | Other Direct Interest (shares) | Underlying Shares (shares) | Total (shares) | % of Interest | | :--- | :--- | :--- | :--- | :--- | :--- | | Mr. Yan Hei Cheung | – | 232,583,400 | 47,040,000 | 279,623,400 | 65.23% | | Ms. Yan Po Ling | 39,698,400 | 192,885,000 | 47,040,000 | 279,623,400 | 65.23% | | Mr. James S. Patterson | – | – | 1,050,000 | 1,050,000 | 0.24% | | Mr. Yan Chiu Hon | – | – | 2,100,000 | 2,100,000 | 0.49% | | Mr. Lai Man Sing | – | – | 1,050,000 | 1,050,000 | 0.24% | - Mr. Yan Hei Cheung and Ms. Yan Po Ling ultimately and beneficially own 40% and 60% respectively of 192,885,000 shares through Successful Years International Co., Ltd[99] - Mr. Yan Hei Cheung and Ms. Yan Po Ling are entitled to subscribe for 2,100,000 shares and 3,150,000 shares respectively under unexercised share options granted under the Share Option Scheme[102] - Under the renewed Contingent Purchase Deed with NEHK, NEHK has the right to require Mr. Yan and Ms. Yan to purchase up to 41,790,000 shares[99] 9.2 Share Option Scheme The Group operates a share option scheme to reward contributors; as of June 30, 2025, 28,345,000 share options remained unexercised, with directors holding 9,450,000 and employees holding 18,895,000 - As of June 30, 2025, 28,345,000 share options remained unexercised, valid, and exercisable according to their respective grant terms[101] - A new share option scheme was adopted on May 24, 2024, valid for ten years, with the total number of shares that may be issued not exceeding 10% of the issued shares (42,916,444 shares)[101] - The exercise price of share options is the highest of the nominal value of the share, the closing price on the offer date, and the average closing price of the preceding five trading days[103] - The share option scheme aims to allow the Group to grant share options to selected participants as a reward or return for their contributions to the Group[103] Directors' and Employees' Interests in Share Option Scheme (June 30, 2025) | Category | Grant Date | Exercise Price (HK$) | Number of Unexercised Shares | | :--- | :--- | :--- | :--- | | Directors | July 15, 2015 | 1.066 | 1,050,000 | | | April 13, 2017 | 1.460 | 8,400,000 | | Total Directors | | | 9,450,000 | | Employees | July 15, 2015 | 1.066 | 7,954,500 | | | April 13, 2017 | 1.460 | 10,940,500 | | Total Employees | | | 18,895,000 | | Total | | | 28,345,000 | 9.3 Major Shareholders As of June 30, 2025, Ms. Yan Po Ling and Successful Years International Co., Ltd. were major shareholders, holding 9.25% and 44.94% of shares respectively; Mr. Christopher Koch and NEHK held 19.48% of shares and a short position of 41,790,000 underlying shares Major Shareholders' Long Positions in Shares and Underlying Shares | Name/Entity | Capacity | Number of Shares (shares) | % of Interest | | :--- | :--- | :--- | :--- | | Ms. Yan Po Ling | Personal Interest | 39,698,400 | 9.25% | | | Interest in Controlled Corporation | 192,885,000 | 44.94% | | Total Ms. Yan Po Ling | | 232,583,400 | 54.19% | | Successful Years International Co., Ltd. | Beneficial Owner | 192,885,000 | 44.94% | | Mr. Christopher Koch | Interest in Controlled Corporation | 83,581,050 | 19.48% | | NEHK | Beneficial Owner | 83,581,050 | 19.48% | - Successful Years International Co., Ltd. is owned by Mr. Yan Hei Cheung and Ms. Yan Po Ling with 40% and 60% equity interests respectively[106] - Mr. Christopher Koch owns 75% of the issued share capital of NEHK and is therefore deemed to have an interest in the shares held by NEHK[106] Major Shareholders' Short Positions in Underlying Shares | Name/Entity | Number of Underlying Shares (shares) | Percentage | | :--- | :--- | :--- | | Mr. Christopher Koch | 41,790,000 | 9.74% | | NEHK | 41,790,000 | 9.74% | - NEHK has the right to sell up to 41,790,000 shares to Mr. Yan Hei Cheung and Ms. Yan Po Ling under the renewed Contingent Purchase Deed, constituting a short position[107] 9.4 Pre-emptive Rights Neither the Company's Bye-laws nor Bermuda law contains pre-emptive rights provisions requiring the Company to offer new shares proportionally to existing shareholders - Neither the Company's Bye-laws nor Bermuda law contains pre-emptive rights provisions requiring the Company to offer new shares proportionally to existing shareholders[108] 9.5 Purchase, Sale or Redemption of the Company's Listed Securities For the six months ended June 30, 2025, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities - For the six months ended June 30, 2025, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities[109] 9.6 Corporate Governance Code The Board believes that the Company has complied with the code provisions of the Corporate Governance Code as set out in Appendix 14 of the Listing Rules for the six months ended June 30, 2025 - The Board believes that for the six months ended June 30, 2025, the Company has complied with the code provisions of the Corporate Governance Code as set out in Appendix 14 of the Listing Rules[110] 9.7 Standard of Dealings by Directors in Securities The Company has adopted the Model Code as set out in Appendix 10 of the Listing Rules, and all directors have confirmed compliance with it during the period - The Company has adopted the Model Code as set out in Appendix 10 of the Listing Rules[111] - Following the Company's enquiry, all directors have confirmed their compliance with the required standards set out in the Model Code for the period ended June 30, 2025[111] 9.8 Audit Committee The Audit Committee, comprising all independent non-executive directors, is primarily responsible for reviewing and overseeing the Group's financial reporting and internal control procedures, and has reviewed this interim condensed consolidated financial information - The Audit Committee members include all independent non-executive directors[112] - The Audit Committee's primary responsibilities are to review and oversee the Group's financial reporting and internal control procedures[112] - The Audit Committee has reviewed the interim condensed consolidated financial information for the period ended June 30, 2025[112]