雅视光学(01120) - 2025 - 中期财报

Management Discussion and Analysis This section provides an overview of the Group's business performance, financial health, future outlook, investment activities, and human resources during the reporting period Business Review The Group's consolidated revenue slightly decreased by 2% and turned to loss, primarily impacted by US tariffs, increased operating costs, and rising bank borrowing interest, with significant growth in the optical lens segment Key Financial Performance for the Six Months Ended June 30, 2025 | Metric | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Consolidated Revenue | 594,900 | 606,400 | -2% | | (Loss) / Profit Attributable to Owners of the Company | (15,000) | 2,500 | Turned from profit to loss | | (Loss) / Earnings Per Share | (3.89) HK cents | 0.64 HK cents | Turned from profit to loss | - The loss attributable to owners of the Company was primarily due to US tariff policies disrupting trade and global supply chains, leading to increased operating costs from new production facilities in Vietnam and Malaysia; significant increases in staff costs, promotion, and exhibition expenses due to the development of eyewear frame distribution and optical lens businesses in China and Southeast Asian markets; and a substantial increase in bank borrowing interest by HK$2,900,000[6][7] Revenue Performance by Segment | Segment | 2025 Revenue (HK$ Thousand) | 2024 Revenue (HK$ Thousand) | Share of Consolidated Revenue (2025) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Original Design Manufacturing (ODM) Segment | 379,200 | 419,000 | 64% | -9% | | Distribution Segment | 144,200 | 140,300 | 24% | +3% | | Optical Lens Segment | 71,500 | 47,100 | 12% | +52% | - ODM segment sales to the US significantly decreased by 17%, primarily due to a substantial increase in US tariffs on China in April 2025, leading most US customers to request a suspension of shipments[6] - Optical lens segment sales significantly increased by 52%, mainly due to the Group's further investment in expanding its optical lens production facilities in China and Malaysia during the second half of 2024[10] Financial Position and Liquidity The Group experienced net cash outflow from operations and a deteriorated net cash position due to high capital expenditure and increased inventory, while maintaining a stable current ratio and normal capital structure Cash Flow and Capital Expenditure | Metric | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | Change | | :--- | :--- | :--- | :--- | | Net Cash from Operating Activities | (3,100) (Outflow) | 28,200 (Inflow) | Turned from inflow to outflow | | Capital Expenditure | 31,400 | 73,200 | Decrease | | Net Cash Position (Negative Balance) | (61,300) | (13,800) (December 31, 2024) | Deteriorated | | Decrease Amount | 47,500 | - | - | - Inventory balance increased by 18% from HK$220,500,000 as of December 31, 2024, to HK$260,400,000 as of June 30, 2025, primarily due to most US customers suspending shipments since April 2025[12] Working Capital Metrics | Metric | June 30, 2025 | June 30, 2024 | Change | | :--- | :--- | :--- | :--- | | Inventory Turnover Period | 113 days | 71 days | Increase | | Receivables Turnover Period | 94 days | 91 days | Slight increase | | Current Ratio | 1.2 | 1.2 (December 31, 2024) | Stable | | Debt-to-Equity Ratio | 28% | 27% (December 31, 2024) | Slight increase | Net Assets | Metric | June 30, 2025 | December 31, 2024 | Change | | :--- | :--- | :--- | :--- | | Equity Attributable to Owners of the Company | HK$532,700,000 | HK$520,000,000 | Increase | | Net Assets Per Share | HK$1.38 | HK$1.35 | Increase | - The Group had no significant contingent liabilities as of June 30, 2025[15] - The Group's bank borrowings amounted to HK$134,700,000, collateralized by investment properties, leasehold land and buildings, and construction in progress[17] - The Group primarily faces risks from fluctuations in the RMB against the USD and HKD, managing foreign exchange risk by closely monitoring currency rate movements[18] - The Group's total shareholders' funds were HK$628,000,000, current assets were HK$773,800,000, and current liabilities were HK$671,100,000, with operations primarily financed through internally generated cash flows and bank credit[19] Outlook Facing a volatile trade environment due to US tariffs, the Group will optimize production and costs, strategically focusing on the optical lens segment and smart eyewear for sustainable value creation - The global economy is affected by US tariff measures, leading to a volatile trade environment, prompting the Group to adopt a forward-looking strategy of establishing overseas production bases[20] - The Group will leverage its integrated global production network across China, Vietnam, and Malaysia to flexibly allocate production capacity, regularly review operating costs, and implement targeted cost optimization measures[20] - The optical lens segment and smart eyewear are strategically important for the Group's long-term development blueprint, with continuous strategic resource allocation to capture growth potential and business opportunities[20] Material Investments The Group did not make or hold any material investments during the reporting period - The Group did not make or hold any material investments during the reporting period, including any investments in investee companies whose value accounted for 5% or more of the Company's total assets as of June 30, 2025[21] Future Plans for Material Investments and Capital Expenditures As of June 30, 2025, the Group's capital commitments totaled HK$219,000,000, with no other material investment or capital expenditure plans Capital Commitments | Metric | June 30, 2025 (HK$ Thousand) | | :--- | :--- | | Total Capital Commitments | 219,000 | - Except for those disclosed under capital commitments, the Group had no material investment and capital expenditure plans as of the date of this report[22] Material Acquisitions and Disposals The Group did not undertake any material acquisitions or disposals of subsidiaries, associates, or joint ventures during the reporting period - During the reporting period, the Group held no material investments and made no material acquisitions or disposals of subsidiaries, associates, and joint ventures[24] Employees and Remuneration Policy As of June 30, 2025, the Group employed approximately 3,400 full-time employees, with remuneration based on performance, experience, qualifications, and market rates, alongside various benefits Number of Employees | Date | Number of Full-time Employees | | :--- | :--- | | June 30, 2025 | Approximately 3,400 | | December 31, 2024 | 3,600 | - The Group determines remuneration based on employee performance, experience, qualifications, and current market salary levels, with discretionary performance bonuses[25] - Other employee benefits include insurance and medical coverage, subsidized education and training courses, and provident fund schemes[25] Material Events After the End of the Financial Period No material events impacting the Group occurred after the financial period end and up to the report date, other than those disclosed herein - Except as disclosed in this report, no events with a material impact on the Group have occurred after the end of the financial period and up to the date of this report[26] Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income For the six months ended June 30, 2025, the Group's consolidated revenue slightly decreased, turning from profit to loss, driven by operating losses and increased financing costs, but total comprehensive income turned positive due to foreign exchange differences Summary of Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income | Metric | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | Change | | :--- | :--- | :--- | :--- | | Revenue | 594,939 | 606,394 | -2% | | Gross Profit | 175,140 | 172,039 | +1.8% | | Operating (Loss) / Profit | (4,247) | 7,953 | Turned from profit to loss | | Financing Costs | (5,085) | (989) | Significantly increased | | Share of Profit of Associates | 7,820 | 4,158 | Increase | | (Loss) / Profit Before Tax | (1,560) | 11,091 | Turned from profit to loss | | (Loss) / Profit for the Period | (9,950) | 5,534 | Turned from profit to loss | | Total Comprehensive Income / (Expense) for the Period | 20,801 | (3,041) | Turned from expense to income | | (Loss) / Profit for the Period Attributable to Owners of the Company | (15,035) | 2,460 | Turned from profit to loss | | Basic (Loss) / Earnings Per Share | (3.89) HK cents | 0.64 HK cents | Turned from profit to loss | - Exchange differences arising from translating overseas operations turned from HK$(6,223) thousand in 2024 to HK$20,620 thousand in 2025, being the primary reason for the positive shift in total comprehensive income for the period[28] Condensed Consolidated Statement of Financial Position Condensed Consolidated Statement of Financial Position As of June 30, 2025, the Group saw increased non-current assets and total equity, but net current assets decreased, while both current and non-current liabilities, particularly bank borrowings, rose Summary of Condensed Consolidated Statement of Financial Position | Metric | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | Change | | :--- | :--- | :--- | :--- | | Total Non-current Assets | 675,227 | 622,664 | Increase | | Property, Plant and Equipment | 446,839 | 410,311 | Increase | | Inventories | 260,428 | 220,462 | Increase | | Trade and Other Receivables, Deposits and Prepayments | 358,260 | 399,977 | Decrease | | Bank Balances and Cash | 154,840 | 152,354 | Increase | | Total Current Assets | 773,769 | 773,149 | Slight increase | | Total Current Liabilities | 671,101 | 649,102 | Increase | | Net Current Assets | 102,668 | 124,047 | Decrease | | Total Assets Less Current Liabilities | 777,895 | 746,711 | Increase | | Total Non-current Liabilities | 149,897 | 141,716 | Increase | | Bank Borrowings (Non-current) | 102,265 | 96,442 | Increase | | Equity Attributable to Owners of the Company | 532,672 | 520,021 | Increase | | Total Equity | 627,998 | 604,995 | Increase | - Increased inventory balances and decreased trade and other receivables, deposits, and prepayments reflect changes in the working capital structure[31] - Bank borrowings within current liabilities significantly increased from HK$69,714 thousand to HK$113,889 thousand, indicating increased short-term borrowing pressure[31] Condensed Consolidated Statement of Changes in Equity Condensed Consolidated Statement of Changes in Equity For the six months ended June 30, 2025, equity attributable to owners of the Company increased due to total comprehensive income, despite reduced retained earnings, while non-controlling interests also grew from capital contributions Summary of Condensed Consolidated Statement of Changes in Equity | Metric | June 30, 2025 (HK$ Thousand) | January 1, 2025 (HK$ Thousand) | Change | | :--- | :--- | :--- | :--- | | Equity Attributable to Owners of the Company | 532,672 | 520,021 | Increase | | Non-controlling Interests | 95,326 | 84,974 | Increase | | Total Equity | 627,998 | 604,995 | Increase | | Total Comprehensive Income / (Expense) for the Period (Attributable to Owners of the Company) | 13,968 | (5,369) (2024 prior period) | Turned from expense to income | | Retained Earnings (End of Period) | 275,055 | 290,090 (Beginning of Period) | Decrease | | Capital Contribution from Non-controlling Shareholders for Capital Increase in a Subsidiary | 2,922 | – | New | - Exchange reserve significantly increased from HK$35,244 thousand as of January 1, 2025, to HK$64,247 thousand as of June 30, 2025, being the main contributor to total comprehensive income attributable to owners of the Company[34] - Total comprehensive income for the period (unaudited) was HK$20,801 thousand, with HK$13,968 thousand attributable to owners of the Company and HK$6,833 thousand attributable to non-controlling interests[34] Condensed Consolidated Statement of Cash Flows Condensed Consolidated Statement of Cash Flows For the six months ended June 30, 2025, the Group experienced a shift to net cash outflow from operations, reduced cash used in investing, and a significant increase in cash from financing activities, leading to a slight increase in period-end cash and cash equivalents Summary of Condensed Consolidated Statement of Cash Flows | Metric | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | Change | | :--- | :--- | :--- | :--- | | Net Cash (Used in) / From Operating Activities | (3,066) (Used) | 28,223 (From) | Turned from inflow to outflow | | Purchase of Property, Plant and Equipment | (31,362) | (73,243) | Decrease | | Net Cash Used in Investing Activities | (40,720) | (66,243) | Decrease | | New Bank Borrowings | 53,588 | 61,715 | Decrease | | Interest Paid on Bank Borrowings | (3,662) | (760) | Increase | | Net Cash From Financing Activities | 44,037 | 13,039 | Significantly increased | | Net Increase / (Decrease) in Cash and Cash Equivalents | 251 (Increase) | (24,981) (Decrease) | Turned from decrease to increase | | Cash and Cash Equivalents at End of Period | 154,840 | 123,530 | Increase | - Net cash from financing activities significantly increased, primarily due to new bank borrowings of HK$53,588 thousand and capital contributions from non-controlling shareholders for a subsidiary's capital increase of HK$2,922 thousand[36] - Exchange rate changes had a positive impact of HK$2,235 thousand on cash and cash equivalents, compared to a negative impact in the prior period[36] Notes to the Condensed Consolidated Financial Statements Basis of Preparation The condensed consolidated financial statements are prepared under HKAS 34 and HKEX Listing Rules, adopting consistent accounting policies and methods as the 2024 annual financial statements - The condensed consolidated financial statements have been prepared in accordance with Hong Kong Accounting Standard 34 'Interim Financial Reporting' issued by the Hong Kong Institute of Certified Public Accountants and the applicable disclosure requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited[37] - The accounting policies and methods of computation adopted in the preparation of the condensed consolidated financial statements are consistent with those used in the annual financial statements for the year ended December 31, 2024[37] New and Revised Hong Kong Financial Reporting Standards The Group applied HKAS 21 amendments from January 1, 2025, with no policy changes; HKFRS 18, effective 2027, is expected to significantly impact financial statement presentation, while financial instrument amendments are not material - The Group first applied the amendments to Hong Kong Accounting Standard 21 'Lack of Exchangeability' from January 1, 2025, and did not change its accounting policies or make retrospective adjustments due to the adoption of these revised standards[38] - Hong Kong Financial Reporting Standard 18 'Presentation and Disclosure in Financial Statements' will be effective for annual reporting periods beginning on or after January 1, 2027, introducing significant changes to the presentation of financial statements, and management is currently assessing its impact[39] - Amendments to Hong Kong Financial Reporting Standard 9 and Hong Kong Financial Reporting Standard 7 regarding the classification and measurement of financial instruments are not expected to have a material impact on the Group's financial position and performance[40] Fair Value Measurement The Group's financial assets and liabilities' carrying amounts approximate fair values, with unlisted equity securities and investment properties classified as Level 3, whose fair value decreased due to valuation inputs like reversionary yield and illiquidity discount - The carrying amounts of the Group's financial assets and financial liabilities reflected in the condensed consolidated statement of financial position approximate their respective fair values[41] - Fair value measurements use Level 1, Level 2, and Level 3 input data, with the Group's unlisted equity securities and investment properties classified as Level 3 fair value measurements[43][44] Level 3 Fair Value Measured Assets | Description | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Unlisted Equity Securities | 7,355 | 7,355 | | Investment Properties (Commercial Units - Hong Kong) | 49,600 | 50,700 | | Total | 56,955 | 58,055 | - The fair value of investment properties decreased by HK$1,100 thousand and was recognized in profit or loss[48] - Key unobservable input data used for Level 3 fair value measurements include reversionary yield, market monthly rent, and illiquidity discount[53][55] Revenue and Segment Information The Group is segmented by geographical markets (Europe, US, Asia, other regions); during the period, ODM revenue decreased, distribution and optical lens revenues increased, with a notable decline in US market revenue and growth in Asia - The Group is currently divided into four segments based on the sale of optical products to customers located in Europe, the US, Asia, and other regions[56] Revenue Analysis by Operating and Reportable Segment (For the Six Months Ended June 30, 2025) | Segment | Europe (HK$ Thousand) | US (HK$ Thousand) | Asia (HK$ Thousand) | Other Regions (HK$ Thousand) | Total (HK$ Thousand) | | :--- | :--- | :--- | :--- | :--- | :--- | | Original Design Manufacturing (ODM) Segment | 184,777 | 87,659 | 106,439 | 392 | 379,267 | | Distribution Segment | 95,502 | 10,906 | 21,078 | 16,685 | 144,171 | | Optical Lens Segment | 266 | – | 71,074 | 161 | 71,501 | | Total Revenue from External Customers | 280,545 | 98,565 | 198,591 | 17,238 | 594,939 | Revenue Analysis by Operating and Reportable Segment (For the Six Months Ended June 30, 2024) | Segment | Europe (HK$ Thousand) | US (HK$ Thousand) | Asia (HK$ Thousand) | Other Regions (HK$ Thousand) | Total (HK$ Thousand) | | :--- | :--- | :--- | :--- | :--- | :--- | | Original Design Manufacturing (ODM) Segment | 205,629 | 105,401 | 105,307 | 2,682 | 419,019 | | Distribution Segment | 90,310 | 14,952 | 18,134 | 16,866 | 140,262 | | Optical Lens Segment | 59 | – | 47,054 | – | 47,113 | | Total Revenue from External Customers | 295,998 | 120,353 | 170,495 | 19,548 | 606,394 | - External customer revenue in the US market decreased from HK$120,353 thousand to HK$98,565 thousand, while external customer revenue in the Asian market increased from HK$170,495 thousand to HK$198,591 thousand[58][59] Financing Costs For the six months ended June 30, 2025, the Group's financing costs significantly increased, mainly due to substantial growth in interest on bank borrowings and lease liabilities Breakdown of Financing Costs | Item | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | Change | | :--- | :--- | :--- | :--- | | Interest on bank borrowings | 3,662 | 760 | Significantly increased | | Interest on lease liabilities | 1,423 | 229 | Significantly increased | | Total | 5,085 | 989 | Significantly increased | Income Tax Expense For the six months ended June 30, 2025, the Group's income tax expense increased due to deferred tax growth and prior period under-provision for China corporate income tax, with rates calculated per local regulations Breakdown of Income Tax Expense | Item | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | Change | | :--- | :--- | :--- | :--- | | Current period income tax | 7,854 | 5,531 | Increase | | Under-provision in prior periods | 536 | 26 | Increase | | Total | 8,390 | 5,557 | Increase | - Deferred tax increased from HK$2,174 thousand in 2024 to HK$4,185 thousand in 2025[62] - The Hong Kong Profits Tax two-tiered rates of 8.25% and 16.5% apply to qualifying entities. The China Corporate Income Tax rate is 25%, the UK corporate tax rate is 25%, the South Africa corporate tax rate is 27%, and the Italy corporate tax rate is 27.9%[63][64] (Loss) / Profit for the Period For the six months ended June 30, 2025, the Group's loss was influenced by reduced intangible asset amortization, trade receivables impairment reversal, increased PPE depreciation, decreased investment property fair value, and higher net inventory provision Items Affecting (Loss) / Profit for the Period | Item | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | Change | | :--- | :--- | :--- | :--- | | Amortisation of intangible assets | 1,346 | 2,231 | Decrease | | Net (reversal of impairment loss) / impairment loss recognised on trade receivables | (761) (Reversal) | 73 (Provision) | Turned from provision to reversal | | Cost of inventories recognised as expense | 409,691 | 438,376 | Decrease | | Depreciation of property, plant and equipment | 23,701 | 16,138 | Increase | | Decrease in fair value of investment properties | 1,100 | 4,000 | Decrease | | Net provision for / (reversal of provision for) inventories | 10,108 (Provision) | (4,021) (Reversal) | Turned from reversal to provision | | Net foreign exchange losses | 1,577 | 1,002 | Increase | - For the six months ended June 30, 2024, the reversal of inventory provision was due to changes in market conditions and the sale of certain products previously written down to net realisable value in prior years, leading to an increase in the estimated net realisable value of those products[66] Dividends The Board resolved not to declare any interim dividends for the six months ended June 30, 2025 and 2024; a final dividend of HK5.0 cents per share for 2023 was paid in 2024 - The Board resolved not to declare any interim dividends for the six months ended June 30, 2025, and June 30, 2024[67] - For the six months ended June 30, 2024, a final dividend of HK5.0 cents per share for 2023, totaling HK$19,313,000, was paid[67] (Loss) / Earnings Per Share For the six months ended June 30, 2025, the Group reported a basic loss per share of HK3.89 cents, compared to earnings of HK0.64 cents in the prior period, with no diluted EPS presented due to absence of potential ordinary shares Basic (Loss) / Earnings Per Share | Metric | 2025 | 2024 | | :--- | :--- | :--- | | (Loss) / Profit for the Period Attributable to Owners of the Company (HK$ Thousand) | (15,035) | 2,460 | | Basic (Loss) / Earnings Per Share | (3.89) HK cents | 0.64 HK cents | | Weighted average number of shares used for calculating basic (loss) / earnings per share | 386,263,374 | 386,263,374 | - Diluted (loss) / earnings per share are not presented as there were no outstanding potential ordinary shares in either period[70] Investment Properties The Group's investment properties decreased at period-end, with fair value reductions recognized in profit or loss; all are measured at fair value by independent valuers using the income capitalization approach Changes in Investment Properties | Metric | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | At end of period | 49,600 | 50,700 | | Decrease in fair value recognised in profit or loss | (1,100) | (4,900) | - All property interests held by the Group under operating leases to earn rental income are measured using the fair value model and classified and accounted for as investment properties[71] - Investment properties are valued by Vigers Appraisal and Consulting Limited, an independent professional valuer, using the income capitalization approach, referencing market rents and reversionary yields[72] Property, Plant and Equipment For the six months ended June 30, 2025, the Group acquired approximately HK$51,440,000 in property, plant, and equipment, and recognized new right-of-use assets and lease liabilities from two new lease agreements Acquisition of Property, Plant and Equipment | Period | Acquisition Amount (HK$ Thousand) | | :--- | :--- | | For the six months ended June 30, 2025 | 51,440 | | For the six months ended June 30, 2024 | 56,034 | - The Group entered into two new lease agreements for the use of plant and offices for a term of two years, recognizing new right-of-use assets and lease liabilities of HK$3,877,000 respectively[74] Investment in an Associate As of June 30, 2025, the Group completed its investment in an associate by fully paying for a 7.5% equity stake in Trenti Industria Occhiali S.p.A. under a share purchase agreement - As of June 30, 2025, the Group fully paid the vendor EUR787,500 (equivalent to approximately HK$6,975,000) as consideration for the acquisition, completing the additional purchase of a 7.5% equity stake in Trenti Industria Occhiali S.p.A[75] Trade and Other Receivables, Deposits and Prepayments The Group's trade receivables decreased, with credit terms of 30-150 days, though overdue amounts over 180 days increased; an impairment provision of HK$761,000 was reversed, and trade receivables from associates also decreased Aging Analysis of Trade Receivables | Aging | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | 0 – 90 days | 195,722 | 245,483 | | 91 – 180 days | 93,184 | 99,562 | | Over 180 days | 16,726 | 9,421 | | Total | 305,632 | 354,466 | - For the six months ended June 30, 2025, the Group reversed an impairment provision of HK$761,000 (for the six months ended June 30, 2024: impairment provision of HK$73,000 was made)[77] - Trade receivables from an associate amounted to HK$53,285,000 (net of credit loss provision of HK$593,000), a decrease compared to December 31, 2024[78] Trade and Other Payables and Accruals The Group's total trade and other payables and accruals decreased, with a significant reduction in 61-120 day trade payables but an increase in those over 120 days, while trade payables to associates slightly rose Total Trade and Other Payables and Accruals | Item | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Total | 509,513 | 544,780 | Aging Analysis of Trade Payables | Aging | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | 0 – 60 days | 121,422 | 132,589 | | 61 – 120 days | 7,159 | 36,308 | | Over 120 days | 8,234 | 4,593 | | Total | 136,815 | 173,490 | - Trade payables to an associate amounted to HK$242,000, an increase from HK$194,000 as of December 31, 2024, and were not overdue at the end of the reporting period[82] Bank Borrowings The Group's total secured bank borrowings increased, with fair value approximating carrying amounts; some are collateralized by investment properties and land, and the Group complied with financial covenants during the period Secured Bank Borrowings | Date | Amount (HK$ Thousand) | | :--- | :--- | | June 30, 2025 | 216,154 | | December 31, 2024 | 166,156 | Borrowing Repayment Schedule | Term | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Within one year | 113,889 | 69,714 | | After one year but within two years | 22,371 | 14,116 | | After two years but within five years | 66,426 | 68,538 | | After five years | 13,468 | 13,788 | | Total | 216,154 | 166,156 | - Bank borrowings of HK$134,669,000 are collateralized by the Group's investment properties, land and buildings, and construction in progress[84] - The Group complied with its financial covenants for borrowing facilities for the six months ended June 30, 2025[85] Share Capital The Company's authorized and issued and fully paid share capital remained unchanged at period-end, with a par value of HK$0.1 per share Share Capital Details | Item | June 30, 2025 (Number of Shares) | December 31, 2024 (Number of Shares) | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | :--- | :--- | | Authorised share capital (HK$0.1 par value per share) | 1,000,000,000 | 1,000,000,000 | 100,000 | 100,000 | | Issued and fully paid share capital (HK$0.1 par value per share) | 386,263,374 | 386,263,374 | 38,626 | 38,626 | Capital Commitments As of June 30, 2025, the Group's total capital commitments significantly increased, mainly for subsidiary investment establishment costs, leasehold land and buildings, and machinery and plant capital expenditures Breakdown of Capital Commitments | Item | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Establishment costs of investments in subsidiaries | 144,240 | 120,518 | | Buildings under construction | 1,671 | 3,345 | | Leasehold land and buildings | 39,529 | 20,170 | | Machinery and plant | 32,745 | 4,857 | | Leasehold improvements | 670 | 105 | | Furniture, fixtures and office equipment | 131 | 50 | | Total | 218,986 | 149,045 | Related Party Transactions During the reporting period, the Group conducted various transactions with associates, including sales, procurement, and lease liability repayments, while remuneration for directors and key management personnel decreased Transactions with Associates | Type of Transaction | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Sales of optical frames and sunglasses to an associate | 53,177 | 59,435 | | Purchases of optical frames, sunglasses and raw materials from an associate | 48 | 91 | | Repayment of lease liabilities to an associate | 1,317 | – | - The Directors consider that the above transactions with associates were conducted in the ordinary course of business[88] Key Management Personnel Remuneration | Item | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Short-term benefits | 5,906 | 7,222 | | Post-employment benefits | 346 | 331 | | Total | 6,252 | 7,553 | Approval of Financial Statements The interim financial statements were approved and authorized for issue by the Board of Directors on August 28, 2025 - The interim financial statements were approved and authorized for issue by the Board of Directors on August 28, 2025[92] Additional Information Dividends The Company's Board of Directors resolved not to declare any interim dividends for the six months ended June 30, 2025 - The Company's Board of Directors resolved not to declare any interim dividends for the six months ended June 30, 2025 (2024: nil)[94] Standard Code for Securities Transactions by Directors The Company adopted the Model Code for Securities Transactions by Directors of Listed Issuers from HKEX Listing Rules Appendix C3, with all Directors confirming compliance during the reporting period - The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited[95] - All Directors have confirmed that they have complied with the required standards set out in the Model Code throughout the reporting period[95] Purchase, Sale or Redemption of the Company's Listed Shares During the reporting period, neither the Company nor its subsidiaries purchased, sold, or redeemed any listed securities, and no treasury shares were held as of June 30, 2025 - During the reporting period, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities[96] - As of June 30, 2025, the Company did not hold any treasury shares[96] Issue of Equity Securities The Company did not issue equity securities for cash or sell treasury shares for cash during the reporting period - The Company did not issue equity securities for cash or sell treasury shares for cash during the reporting period[97] Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares and Debentures As of June 30, 2025, several Directors and the Chief Executive held long positions in the Company's shares, with Mr. Ng Hoi Ying and Ms. Ng Chi Hung holding significant interests Directors' and Chief Executive's Long Positions in the Company's Shares | Name of Director / Chief Executive | Personal Interests (shares) | Family Interests (shares) | Other Interests (shares) | Total (shares) | Approximate % of the Company's issued share capital | | :--- | :--- | :--- | :--- | :--- | :--- | | Ng Hoi Ying | 2,856,000 | 62,833,347 | 153,600,000 | 219,289,347 | 56.77% | | Ng Yat Shan | 3,766,000 | – | – | 3,766,000 | 0.97% | | Ng Kim Ying | 21,703,000 | – | – | 21,703,000 | 5.62% | | Ng Chi Hung | 62,833,347 | 156,456,000 | – | 219,289,347 | 56.77% | - Mr. Ng Hoi Ying's 153,600,000 shares are held by Ratagan International Company Limited, which is wholly owned by HSBC International Trustee Limited as trustee of a discretionary trust[100] - Ms. Ng Chi Hung, spouse of Mr. Ng Hoi Ying, is deemed to be interested in all shares held/owned by Mr. Ng Hoi Ying pursuant to Part XV of the Securities and Futures Ordinance[100] Substantial Shareholders' Interests and Short Positions As of June 30, 2025, substantial shareholders, including HSBC International Trustee Limited, Maritime Overseas Assets Limited, Ratagan International Company Limited, and David Michael Webb and Karen Anne Webb and their controlled entities, held significant interests in the Company's issued share capital Substantial Shareholders' Long Positions in the Company's Shares | Name of Shareholder | Capacity | Number of issued ordinary shares held | Approximate % of the Company's issued share capital | | :--- | :--- | :--- | :--- | | HSBC International Trustee Limited | Trustee | 153,600,000 | 39.77% | | Maritime Overseas Assets Limited | Interest of controlled corporation | 153,600,000 | 39.77% | | Ratagan International Company Limited | Beneficial owner | 153,600,000 | 39.77% | | David Michael Webb and Karen Anne Webb | Interest of controlled corporation | 39,720,000 | 10.28% | | Preferable Situation Assets Limited | Beneficial owner | 23,168,600 | 6.00% | - HSBC International Trustee Limited is the trustee of The Arts 2007 Trust, of which Mr. Ng Hoi Ying is the settlor and a beneficiary[101] - Mr. David Michael Webb and Ms. Karen Anne Webb are deemed to be interested in 39,720,000 shares of the Company held by Preferable Situation Assets Limited and Member One Limited[101] Corporate Governance The Company complied with the Corporate Governance Code in Listing Rules Appendix C1 Part 2, with Audit, Remuneration, and Nomination Committees, comprising independent non-executive directors, ensuring effective corporate governance - The Company has complied with all applicable code provisions set out in the Corporate Governance Code contained in Appendix C1 Part 2 of the Listing Rules throughout the reporting period[104] - The Audit Committee has reviewed the Group's interim report for the reporting period and is of the opinion that it has been prepared in accordance with applicable accounting standards and requirements, and that adequate disclosures have been made[104] - The Remuneration Committee is responsible for determining the remuneration of executive directors, independent non-executive directors, and senior management, while the Nomination Committee is responsible for reviewing the Board structure, assessing independence, and making recommendations for director appointments[104][105] Company Information Company Information This chapter provides basic information for Arts Optical International Holdings Limited, including Board members, company secretary, auditor, legal advisors, registered office, principal place of business, share registrars, principal bankers, and company website - Board members include executive directors such as Chairman Ng Hoi Ying and Chief Executive Officer Ng Yat Shan, as well as independent non-executive directors such as Wong Chung Wai, Chung Hiu Lam, Lam Yu Lung, and Fong Kin Kiu[106] - The Company Secretary is Choi Pui Yiu, the Auditor is RSM Hong Kong, and the Legal Advisors are Stephenson Harwood and Conyers Dill & Pearman[106] - The Company's Registered Office is in Bermuda, and its Hong Kong Head Office and Principal Place of Business are located at Units A-G, 32/F, Kings Wing Plaza 1, 55 King Yip Street, Kwun Tong, Kowloon, Hong Kong[106] - Principal Bankers include Bank of China (Hong Kong) Limited and Hang Seng Bank Limited[106]