JS环球生活(01691) - 2025 - 中期财报

Company Information Board of Directors and Committee Composition The company's board of directors comprises executive, non-executive, and independent non-executive directors, supported by audit, nomination, remuneration, and strategy committees to ensure robust corporate governance - Board members include Wang Xuning (Chairman and CEO), Han Run (CFO), Huang Shuling (Executive Director), Stassi Anastas ANASTASSOV (Non-Executive Director), and Yuan DING, Yang Xianxiang, Sun Zhe, Maximilian Walter CONZE (Independent Non-Executive Directors)[6] - The Audit Committee Chairman is Yuan DING, Nomination Committee Chairman is Wang Xuning, Remuneration Committee Chairman is Yang Xianxiang, and Strategy Committee Chairman is Wang Xuning[6] Company Basic Information The company is registered in the Cayman Islands, with its principal place of business in Hong Kong, and was listed on December 18, 2019, under stock code 1691, with Paul Hastings and Maples Group as legal advisors and EY as auditor - The company's registered office is in the Cayman Islands, with its head office and principal place of business in Hong Kong located at Cheung Kong Center II, Central[6][7] - The Hong Kong share registrar is Tricor Investor Services Limited, and the auditor is Ernst & Young[8] - The company's stock code is 1691, and its listing date was December 18, 2019[8] Management Discussion and Analysis Business Review The Group is a global leader in quality small home appliances, committed to enhancing global family life through innovative smart home products, deepening core businesses, and accelerating Asia Pacific market expansion via Joyoung and SharkNinja APAC segments - The Group's mission is to enhance the daily lives of global families through revolutionary innovation and design-driven smart home products[10] - Core competencies include: (i) developing design-led innovative products; (ii) implementing diverse brand and product marketing; and (iii) establishing an omnichannel sales network[10] - Operations are divided into the SharkNinja Asia Pacific segment (Asia Pacific market, excluding Mainland China) and the Joyoung segment (Mainland China market, focusing on kitchen and cleaning appliances)[11] Mainland China (Joyoung Segment) The Joyoung segment in Mainland China continues to prioritize technological innovation and R&D, launching multiple Space Series new products and actively expanding into emerging channels, strengthening content e-commerce platforms to boost brand influence and conversion rates - In H1 2025, the Joyoung segment launched new Space Series products including the K6 fully automatic quiet soymilk maker, B1U variable frequency quiet blender, 40N1U Pro non-stick titanium rice cooker, LZ9 AI variable frequency juicer, and R1001 heated water purifier[12] - Joyoung actively expands into new channels, coordinating offline stores, shelf e-commerce, and content e-commerce, with a focus on platforms like Xiaohongshu, WeChat Channels, and Douyin[12][13] SharkNinja - Asia Pacific (Excluding Mainland China) The SharkNinja Asia Pacific segment achieved strong revenue growth in H1 2025, driven by successful innovative product launches, new category expansion, and accelerated momentum in emerging markets, particularly Australia, South Korea, and Japan SharkNinja Asia Pacific Segment Revenue from Third-Party Customers | Metric | H1 2025 (US$ million) | H1 2024 (US$ million) | YoY Growth Rate | | :--- | :--- | :--- | :--- | | Revenue | 230.1 | 123.1 | 86.9% | - Growth was primarily driven by strong performance in Shark vacuum cleaners and Ninja kitchen appliances, benefiting from innovative products in strategic core categories, strategic expansion into new categories, and accelerated development in emerging markets[14] - In the Japanese market, Shark brand cordless stick vacuum cleaner market share slightly increased to 24%, while Ninja brand food preparation category market share reached 19%, further rising to 26% in June[16] - Australia and New Zealand net revenue doubled to US$96.3 million, with cleaning category market share reaching 20.5%, food preparation and cooking categories expected to exceed 20%, and personal care category market share increasing by 320 basis points to 14.7%[17][18] - South Korea net revenue grew by nearly 90% to US$57.6 million, with cordless vacuum cleaner market share doubling to 14%, food preparation category market share increasing by 900 basis points to 18.5%, securing the top market position[19] - Revenue in other emerging markets (e.g., Singapore, Philippines, Thailand, and Indonesia) more than doubled to US$10.3 million[20] Financial Review The Group's total revenue increased by 4.2% year-on-year, but financial asset losses and increased operating costs led to a net loss of approximately US$53.7 million, with net loss attributable to owners of the parent at approximately US$59.2 million, alongside declines in adjusted EBITDA and adjusted net profit 2025 H1 Key Financial Metrics | Metric | H1 2025 (US$ million) | H1 2024 (US$ million) | YoY Change | | :--- | :--- | :--- | :--- | | Total Revenue | 774.1 | 743.0 | +4.2% | | Gross Profit | 248.5 | 245.8 | +1.1% | | Gross Margin | 32.1% | 33.1% | -1.0 percentage points | | Net Loss | (53.7) | 29.6 (Profit) | -281.4% | | Net Loss Attributable to Owners of the Parent | (59.2) | 21.8 (Profit) | -371.6% | | EBITDA Loss | (44.6) | 41.7 (EBITDA) | -207.0% | | Adjusted EBITDA | 22.6 | 30.5 | -25.9% | | Adjusted Net Profit | 13.5 | 18.4 | -26.6% | Revenue The Group's total revenue grew by 4.2% year-on-year to US$774.1 million. SharkNinja Asia Pacific segment and Shark/Ninja brand revenue significantly increased, offsetting weaker performance in Joyoung and some Mainland China products, driven by strong cleaning and food preparation appliance categories Revenue Breakdown by Business Segment (US$ million) | Business Segment | 2025 | Share | 2024 | Share | YoY Change | | :--- | :--- | :--- | :--- | :--- | :--- | | Joyoung Segment (Third-Party) | 490.1 | 63.3% | 487.2 | 65.6% | +0.6% | | SharkNinja Asia Pacific Segment (Third-Party) | 230.1 | 29.7% | 123.1 | 16.6% | +86.9% | | Total Related Party Revenue | 53.9 | 7.0% | 132.7 | 17.8% | -59.4% | | Total Revenue | 774.1 | 100.0% | 743.0 | 100.0% | +4.2% | Sales to Third-Party Customers Breakdown by Brand (US$ million) | Brand | 2025 | Share | 2024 | Share | YoY Change | | :--- | :--- | :--- | :--- | :--- | :--- | | Joyoung | 484.9 | 67.3% | 478.2 | 78.4% | +1.4% | | Shark | 148.0 | 20.6% | 92.8 | 15.2% | +59.5% | | Ninja | 87.3 | 12.1% | 39.3 | 6.4% | +122.1% | | Total | 720.2 | 100.0% | 610.3 | 100.0% | +17.9% | Sales to Third-Party Customers Breakdown by Region (US$ million) | Region | 2025 | Share | 2024 | Share | YoY Change | | :--- | :--- | :--- | :--- | :--- | :--- | | Mainland China | 483.6 | 67.1% | 478.4 | 78.4% | +1.1% | | Australia & New Zealand | 96.3 | 13.4% | 44.6 | 7.3% | +115.9% | | Japan | 65.9 | 9.2% | 43.7 | 7.2% | +50.8% | | Other Markets | 74.4 | 10.3% | 43.6 | 7.1% | +70.6% | | Total | 720.2 | 100.0% | 610.3 | 100.0% | +17.9% | Sales to Third-Party Customers Breakdown by Product Category (US$ million) | Product Category | 2025 | Share | 2024 | Share | YoY Change | | :--- | :--- | :--- | :--- | :--- | :--- | | Cooking Appliances | 280.4 | 38.9% | 275.8 | 45.2% | +1.7% | | Food Preparation Appliances | 238.6 | 33.1% | 183.6 | 30.1% | +30.0% | | Cleaning Appliances | 131.1 | 18.2% | 86.5 | 14.2% | +51.6% | | Other | 70.1 | 9.8% | 64.4 | 10.5% | +8.9% | | Total | 720.2 | 100.0% | 610.3 | 100.0% | +17.9% | Cost of Sales The Group's cost of sales increased by 5.7% year-on-year to US$525.6 million, with third-party sales cost rising 21.0% primarily due to increased sales volume and higher freight costs Cost of Sales (US$ million) | Metric | H1 2025 | H1 2024 | YoY Change | | :--- | :--- | :--- | :--- | | Total Cost of Sales | 525.6 | 497.1 | +5.7% | | Cost of Sales to Third-Party Customers | 478.6 | 395.6 | +21.0% | | Joyoung Segment (Third-Party) | 345.7 | 330.7 | +4.5% | | SharkNinja Asia Pacific Segment (Third-Party) | 132.9 | 64.9 | +104.8% | - SharkNinja Asia Pacific segment cost of sales significantly increased by 104.8%, primarily due to higher sales across markets and increased freight costs[40] Gross Profit The Group's gross profit increased by 1.1% year-on-year to US$248.5 million, but gross margin decreased by 1.0 percentage point to 32.1%, with third-party sales gross margin declining 1.7 percentage points to 33.5% due to Joyoung price adjustments, increased freight, market mix shifts, and strategic discounts in SharkNinja APAC Gross Profit and Gross Margin (US$ million) | Metric | H1 2025 | H1 2024 | YoY Change | | :--- | :--- | :--- | :--- | | Total Gross Profit | 248.5 | 245.8 | +1.1% | | Total Gross Margin | 32.1% | 33.1% | -1.0 percentage points | | Gross Profit from Third-Party Sales | 241.6 | 214.7 | +12.5% | | Gross Margin from Third-Party Sales | 33.5% | 35.2% | -1.7 percentage points | | Joyoung Segment Gross Margin | 29.5% | 32.1% | -2.6 percentage points | | SharkNinja Asia Pacific Segment Gross Margin | 42.2% | 47.3% | -5.1 percentage points | - SharkNinja Asia Pacific segment gross margin declined mainly due to increased freight costs, changes in market mix, and strategic discounts in core markets[44] Other Income and Gains The Group's other income and gains significantly decreased by 65.4% year-on-year to US$19.6 million, primarily due to a net loss on financial assets in the current period compared to a substantial net gain in the prior period Other Income and Gains (US$ million) | Metric | H1 2025 | H1 2024 | YoY Change | | :--- | :--- | :--- | :--- | | Total | 19.6 | 56.7 | -65.4% | | Bank Interest Income | 6.5 | 6.6 | -1.5% | | Government Grants | 1.7 | 3.7 | -54.0% | | Trademark License Income | 0.0 | 4.7 | -100.0% | | Net Exchange Differences | 8.6 | 0.0 | N/A | | Net Gain on Financial Assets at FVTPL | 0.0 | 35.3 | -100.0% | - A substantial net gain on financial assets measured at fair value through profit or loss (US$35.3 million) was recorded in the prior period, while a loss was recorded in the current period (included in other expenses)[46] Selling and Distribution Expenses Selling and distribution expenses increased by 12.2% year-on-year to US$164.5 million, mainly driven by significant advertising and marketing investments by SharkNinja Asia Pacific for new product launches and brand awareness, partially offset by optimized media spending and controlled warehousing costs in Joyoung Selling and Distribution Expenses (US$ million) | Metric | H1 2025 | H1 2024 | YoY Change | | :--- | :--- | :--- | :--- | | Total | 164.5 | 146.6 | +12.2% | | Channel Marketing Expenses | 57.6 | 52.5 | +9.7% | | Advertising Expenses | 53.3 | 40.4 | +31.9% | | Staff Costs | 27.1 | 23.5 | +15.3% | | Warehousing and Transportation Expenses | 15.5 | 17.3 | -10.5% | - The SharkNinja Asia Pacific segment heavily invested in advertising and marketing activities to support new product launches and enhance brand awareness in the Asia Pacific market[48] Administrative Expenses Administrative expenses increased by 14.3% year-on-year to US$133.4 million, primarily due to higher share-based compensation and overall administrative costs supporting rapid Asia Pacific business expansion, partially offset by effective cost control measures in the Joyoung segment Administrative Expenses (US$ million) | Metric | H1 2025 | H1 2024 | YoY Change | | :--- | :--- | :--- | :--- | | Total | 133.4 | 116.7 | +14.3% | | Staff Costs | 97.0 | 83.6 | +16.0% | | Office Expenses | 9.9 | 8.5 | +16.5% | | Professional Service Fees | 6.4 | 7.1 | -9.9% | | Depreciation and Amortization | 4.9 | 4.5 | +8.9% | - Administrative expenses increased primarily due to higher share-based compensation during the period and overall administrative expenses to support rapid Asia Pacific business expansion[52] Other Expenses Other expenses surged by 644.4% year-on-year to US$20.1 million, primarily due to a net loss on financial assets measured at fair value through profit or loss in the current period, contrasting with a net gain in the prior period Other Expenses (US$ million) | Metric | H1 2025 | H1 2024 | YoY Change | | :--- | :--- | :--- | :--- | | Total | 20.1 | 2.7 | +644.4% | | Net Loss on Financial Assets at FVTPL | 19.2 | 0.0 | N/A | | Net Exchange Differences | 0.0 | 2.4 | -100.0% | - The significant increase was primarily due to a net loss on financial assets measured at fair value through profit or loss (US$19.2 million) recorded during the reporting period, compared to a net gain in the prior period[54] Finance Costs Finance costs decreased by 16.7% year-on-year to US$1.5 million, mainly due to the absence of one-off accelerated amortization of deferred finance costs, though partially offset by increased bank loan interest Finance Costs (US$ million) | Metric | H1 2025 | H1 2024 | YoY Change | | :--- | :--- | :--- | :--- | | Total | 1.5 | 1.8 | -16.7% | | Bank Loan Interest | 0.8 | 0.0 | N/A | | Lease Liabilities Interest | 0.3 | 0.3 | 0.0% | | Amortization of Deferred Finance Costs | 0.0 | 1.2 | -100.0% | - The decrease was mainly due to the absence of one-off accelerated amortization of deferred finance costs during the reporting period, though partially offset by increased bank loan interest[56] Income Tax Income tax expense decreased by 70.8% year-on-year to US$2.1 million, with the Group applying the mandatory recognition and disclosure exception for Pillar Two income tax, anticipating no significant risks Income Tax Expense (US$ million) | Metric | H1 2025 | H1 2024 | YoY Change | | :--- | :--- | :--- | :--- | | Total | 2.1 | 7.2 | -70.8% | - The Group has applied the mandatory recognition and disclosure exception for Pillar Two income tax model rules and anticipates no significant risks from Pillar Two income tax[58][60] Profit for the Period Profit for the period shifted from a US$29.6 million profit in the prior year to a net loss of US$53.7 million, a 281.4% year-on-year decrease, primarily influenced by the aforementioned financial factors Profit for the Period (US$ million) | Metric | H1 2025 | H1 2024 | YoY Change | | :--- | :--- | :--- | :--- | | Profit for the Period | (53.7) (Loss) | 29.6 (Profit) | -281.4% | Non-IFRS Measures The Group utilizes non-IFRS measures like adjusted net profit, EBITDA, and adjusted EBITDA to provide a clearer view of ongoing operational performance, excluding impacts from acquisitions, restructuring, and non-recurring items, with both adjusted net profit and adjusted EBITDA declining during the reporting period - Non-IFRS measures are used to compare operating performance across periods, excluding items not affecting ongoing operations, such as acquisitions, restructuring, and non-operating or one-off expenses and gains[62] Adjusted Net Profit, EBITDA, and Adjusted EBITDA (US$ million) | Metric | H1 2025 | H1 2024 | YoY Change | | :--- | :--- | :--- | :--- | | (Loss)/Profit for the Period | (53.7) | 29.6 | -281.4% | | Adjusted Net Profit | 13.5 | 18.4 | -26.6% | | (EBITDA Loss)/EBITDA | (44.6) | 41.7 | -207.0% | | Adjusted EBITDA | 22.6 | 30.5 | -25.9% | Liquidity and Financial Resources The Group primarily funds operations with cash generated from operating activities; as of June 30, 2025, cash and cash equivalents increased to US$452.0 million, total borrowings significantly rose to US$48.8 million, leading to a higher gearing ratio, while inventory remained stable, trade receivables decreased, and trade payables slightly declined Liquidity and Financial Resources Overview (US$ million) | Metric | June 30, 2025 | December 31, 2024 | Change | | :--- | :--- | :--- | :--- | | Cash and Cash Equivalents | 452.0 | 359.6 | +25.7% | | Total Borrowings | 48.8 | 15.0 | +225.3% | | Inventories | 153.8 | 154.1 | -0.2% | | Trade Receivables | 364.2 | 399.2 | -8.8% | | Trade Payables | 507.6 | 522.3 | -2.8% | | Gearing Ratio | 10.3% | 4.7% | +5.6 percentage points | - Inventory turnover days increased from 46 days in 2024 to 53 days in H1 2025, reflecting SharkNinja Asia Pacific's proactive stocking to support business growth[73] - The decrease in trade receivables was primarily due to lower sales in the Joyoung segment in Q2 2025 compared to Q4 2024[74] - The gearing ratio increased primarily due to higher bank borrowings during the reporting period[77] - Capital expenditure during the reporting period was approximately US$20.9 million, a slight decrease from US$22.3 million in the prior period[83] Capital Commitments As of June 30, 2025, the Group had no capital commitments - As of June 30, 2025, the Group had no capital commitments[85] Future Plans for Material Investments or Capital Assets As of June 30, 2025, the Group had no future plans for material investments or capital assets - As of June 30, 2025, the Group had no future plans for material investments or capital assets[86] Outlook and Strategy The Group is committed to achieving sustainable growth through deeper consumer insights, product innovation, sales network expansion, leveraging new media, maximizing synergies, and seeking strategic collaborations, while capitalizing on Asia Pacific's consumption upgrade opportunities and embracing intelligent, digital, and sustainable development trends amidst complex global economic conditions - The Joyoung segment will continue to focus on its core small home appliance business, deepen consumer insights, develop cutting-edge and design-led innovative products, expand its sales network, leverage social media to enhance brand awareness, and seek potential strategic collaborations and M&A opportunities[87] - Joyoung will uphold its brand DNA of 'health' and 'innovation', launching industry-leading flagship products and increasing investment in innovative technologies for entry-level price segments to achieve full price range coverage and differentiated competition[88] - The SharkNinja Asia Pacific segment will focus on development and expansion in the Asia Pacific region (excluding Mainland China), with a strategic emphasis on existing category growth, new category launches, and new market expansion[89][90][92] - The Group will continue to leverage its strengths in consumer insights, technology R&D, and supply chain management, aligning with new trends in intelligence, digitalization, and sustainable development, to seize opportunities from robust Asia Pacific demand and global market expansion[93] Corporate Governance and Other Information Changes in Board and Board Committees Ms Han Run was appointed as a member of the Nomination Committee on March 27, 2025, increasing its membership to five - Ms Han Run was appointed as a member of the Nomination Committee on March 27, 2025[94] Changes in Directors' Information No changes in directors' information were reported as required by Listing Rule 13.51B(1) - No changes in directors' information required to be disclosed under Listing Rule 13.51B(1) were reported[95] Disclosure Pursuant to Listing Rule 13.21 The company entered into a US$100 million loan facility agreement with a bank, which may be cancelled and become immediately repayable if controlling shareholder Mr Wang Xuning ceases to control over 50.1% of the company's voting rights or no longer serves as Chairman of the Board - The company entered into a financing agreement with a bank for a US$100,000,000 loan facility, with the final maturity date being 36 months after the financing agreement date[96] - The financing agreement stipulates that if controlling shareholder Mr Wang Xuning ceases to directly or indirectly control more than 50.1% of the company's general meeting voting rights or ceases to be the Chairman of the Board, the total commitments under the facility may be cancelled, and all outstanding amounts may become immediately due and payable[96] Discloseable Transactions The Group entered into two foreign exchange forward contracts to manage currency conversion risks for RMB against various foreign currencies generated by the SharkNinja Asia Pacific segment, aiming to reduce exchange rate risk - The Group entered into two foreign exchange forward contracts with HSBC Bank (China) Company Limited, with notional amounts of offshore RMB872 million and up to US$200 million, respectively[99] - These contracts aim to reduce exchange rate risks associated with trade receivables and payables denominated in currencies other than RMB[100] Corporate Governance Practices The company complies with the Corporate Governance Code, with two deviations: the Chairman and CEO roles are combined by Mr Wang Xuning, and the Chairman did not attend the AGM; the Board believes the combined role benefits business development and operational coordination - The roles of Chairman and Chief Executive Officer are combined by Mr Wang Xuning, deviating from Corporate Governance Code provision C.2.1[102] - Chairman Mr Wang Xuning was unable to attend the Annual General Meeting held on May 22, 2025, deviating from Corporate Governance Code provision F.2.2[104] - The Board believes that Mr Wang Xuning's dual role benefits the Group's business development and operational coordination among Joyoung, SharkNinja Asia Pacific, and SharkNinja, Inc[103] Compliance with Model Code for Securities Transactions The company adopted the Model Code set out in Appendix C3 of the Listing Rules, with all directors confirming compliance during the reporting period - The company has adopted the Model Code set out in Appendix C3 of the Listing Rules, applicable to all directors and relevant employees who may possess inside information[105] - All directors confirmed compliance with all standards stipulated by the Model Code during the reporting period[106] Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares, and Debentures of the Company and its Associated Corporations As of June 30, 2025, several directors and chief executives held shares in the company and associated corporations (e.g., Joyoung) through discretionary trusts, controlled corporate interests, and beneficial interests, with Mr Wang Xuning holding approximately 70.86% of the company's equity Directors' or Chief Executive's Interests in Company Shares | Name of Director or Chief Executive | Nature of Interest | Long/Short Position | Number of Shares | Approximate % of Company's Equity | | :--- | :--- | :--- | :--- | :--- | | Mr Wang Xuning | Founder of discretionary trust, controlled corporate interest, interest held jointly with other persons | Long Position | 2,381,078,381 | 68.53% | | Mr Wang Xuning | Beneficial interest | Long Position | 81,170,295 | 2.33% | | Ms Han Run | Founder of discretionary trust | Long Position | 2,381,078,381 | 68.53% | | Ms Han Run | Beneficial interest | Long Position | 28,132,073 | 0.81% | | Ms Huang Shuling | Founder of discretionary trust | Long Position | 1,836,844,233 | 52.87% | | Mr Yang Xianxiang | Beneficial interest | Long Position | 313,500 | 0.01% | Directors' or Chief Executive's Interests in Associated Corporation (Joyoung) | Name of Director or Chief Executive | Nature of Interest | Long/Short Position | Associated Corporation | Number of Shares | Approximate % of Associated Corporation's Equity | | :--- | :--- | :--- | :--- | :--- | :--- | | Ms Han Run | Beneficial interest | Long Position | Joyoung | 1,250,000 | 0.16% | | Ms Huang Shuling | Beneficial interest | Long Position | Joyoung | 92,700 | 0.01% | Substantial Shareholders' Interests and Short Positions in Shares and Underlying Shares As of June 30, 2025, several entities and individuals, as substantial shareholders, held significant shares in the company through beneficial interests, controlled corporate interests, and as founders of discretionary trusts, with JS&W Global holding 52.87% and Everbright Trust (Hong Kong) Limited holding 68.53% equity Substantial Shareholders' Interests in Company Shares | Name of Shareholder | Nature of Interest | Long/Short Position | Number of Shares Held | Approximate % of Company's Equity | | :--- | :--- | :--- | :--- | :--- | | JS&W Global | Beneficial interest | Long Position | 1,836,844,233 | 52.87% | | Hezhou | Controlled corporate interest | Long Position | 1,836,844,233 | 52.87% | | Tong Zhou | Controlled corporate interest | Long Position | 1,836,844,233 | 52.87% | | Everbright Trust (Hong Kong) Limited | Trustee | Long Position | 2,381,078,381 | 68.53% | | JS&W Capital | Beneficial interest | Long Position | 544,234,148 | 15.66% | - Several individuals (e.g., Mr Zhu Hongtao, Ms Yang Ningning, Mr Jiang Guangyong) are deemed to have interests in shares held by JS&W Global through their capacity as founders of discretionary trusts[113][114][116] Restricted Share Unit Scheme The company operates a Restricted Share Unit Scheme to reward and attract talent; for the six months ended June 30, 2025, no new units were granted, but 17,700,000 restricted share units vested, with 115,287,138 units remaining available for grant - The Restricted Share Unit Scheme aims to recognize and reward participants' contributions to the Group and attract top talent[121] - No new restricted share units were granted for the six months ended June 30, 2025[122] Restricted Share Unit Movement (units) | Metric | As of Jan 1, 2025 | Granted during the period | Vested during the period | Forfeited or cancelled during the period | Lapsed during the period | As of June 30, 2025 | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Company Directors or Senior Management | 34,400,000 | – | 17,200,000 | – | – | 17,200,000 | | 1 Other Employee | 1,000,000 | – | 500,000 | – | – | 500,000 | | Total | 35,400,000 | – | 17,700,000 | – | – | 17,700,000 | - As of June 30, 2025, the number of restricted share units available for grant under the Restricted Share Unit Scheme remained at 115,287,138 units[122] Joyoung Employee Share Scheme I Joyoung adopted Employee Share Scheme I in 2022 to incentivize up to 30 eligible employees; as of the reporting date, the scheme held 4,086,250 Joyoung shares, representing approximately 0.5% of Joyoung's total issued share capital - Joyoung Employee Share Scheme I was adopted on March 28, 2022, aiming to admit up to 30 eligible employees, including directors, senior management, and core management team members[129][130] - The scheme has a term of 72 months, with 32 months remaining as of the reporting date, and target shares will vest in five tranches[130] - As of the reporting date, Joyoung Employee Share Scheme I collectively held 4,086,250 Joyoung shares, representing approximately 0.5% of Joyoung's total issued share capital[131] Sufficient Public Float The company has been granted a waiver by the Stock Exchange from the minimum public float requirement, needing to maintain a minimum public float of 17.16%, and was in compliance as of the reporting date - The Stock Exchange granted the company a waiver from Listing Rule 8.08(1) regarding minimum public float, requiring it to maintain a minimum public float of 17.16%[133] - As of the reporting date, the company's public float complied with relevant requirements[133] Purchase, Sale or Redemption of the Company's Listed Securities For the six months ended June 30, 2025, neither the company nor its subsidiaries purchased, sold, or redeemed any of the company's listed securities, and no treasury shares were held at period-end - 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[134] - As of the end of the reporting period, the company held no treasury shares[134] Employees and Remuneration Policy As of June 30, 2025, the Group had approximately 2,447 employees with staff costs of US$124.1 million, providing training, salaries, bonuses, and benefits, and maintaining a labor union to protect employee rights Employees and Remuneration Overview | Metric | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Total Employees | 2,447 | 2,558 | | Staff Costs (US$ million) | 124.1 | 103.3 | - The Group provides training to all employees in areas such as corporate culture, R&D, strategy, policies and internal controls, internal systems, and business skills[135] - Employee remuneration includes salaries and bonuses, with benefits covering medical, pension, work injury insurance, and other miscellaneous benefits[135] Material Investments, Acquisitions and Disposals of Subsidiaries, Associates and Joint Ventures The Group did not undertake any material investments, acquisitions, or disposals of subsidiaries, associates, or joint ventures during the reporting period - The Group made no material investments during the reporting period[136] - During the reporting period, the Group also did not undertake any material acquisitions or disposals of subsidiaries, associates, or joint ventures[136] Material Events After Reporting Period The Group had no material events after June 30, 2025 - The Group had no material events after June 30, 2025[137] Interim Dividend The Board does not recommend paying any interim dividend for the six months ended June 30, 2025 - The Board does not recommend paying any interim dividend for the six months ended June 30, 2025 (2024: nil)[138] Audit Committee The Audit Committee, comprising three independent non-executive directors, reviewed the Group's unaudited interim condensed consolidated financial information for the reporting period and discussed it with the auditor - The Audit Committee comprises three independent non-executive directors: Mr Yuan DING (Chairman), Mr Yang Xianxiang, and Mr Sun Zhe[139] - The Audit Committee discussed with the auditor and reviewed the Group's unaudited interim condensed consolidated financial information for the reporting period, including the accounting principles and practices adopted by the Group[139] Independent Review Report Conclusion of Review EY reviewed the interim financial information according to Hong Kong Standard on Review Engagements 2410 and found no matters suggesting the interim financial information was not prepared in all material respects in accordance with IAS 34 - The auditor reviewed the Group's unaudited consolidated financial information for the reporting period in accordance with Hong Kong Standard on Review Engagements 2410 issued by the Hong Kong Institute of Certified Public Accountants[139][141] - Based on the review, the auditor noted no matters that caused them to believe the interim financial information was not prepared in all material respects in accordance with IAS 34[142] Interim Condensed Consolidated Statement of Profit or Loss Profit or Loss Statement Overview For the six months ended June 30, 2025, the Group reported total revenue of US$774,092 thousand, but increased cost of sales, selling and distribution expenses, administrative expenses, and other expenses resulted in a net loss of US$53,739 thousand for the period, with loss attributable to owners of the parent at US$59,242 thousand Interim Condensed Consolidated Statement of Profit or Loss Summary (US$ thousand) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Revenue | 774,092 | 742,970 | | Cost of Sales | (525,577) | (497,131) | | Gross Profit | 248,515 | 245,839 | | Other Income and Gains | 19,580 | 56,703 | | Selling and Distribution Expenses | (164,468) | (146,594) | | Administrative Expenses | (133,395) | (116,722) | | Other Expenses | (20,131) | (2,663) | | Finance Costs | (1,514) | (1,768) | | (Loss)/Profit Before Tax | (51,600) | 36,784 | | Income Tax Expense | (2,139) | (7,221) | | (Loss)/Profit for the Period | (53,739) | 29,563 | | (Loss)/Profit Attributable to Owners of the Parent | (59,242) | 21,797 | | Basic (Loss)/Earnings Per Share (US cents) | (1.7) | 0.6 | Interim Condensed Consolidated Statement of Comprehensive Income Comprehensive Income Statement Overview For the six months ended June 30, 2025, the Group's loss for the period was US$53,739 thousand, which, combined with exchange differences on translating foreign operations of US$4,788 thousand, resulted in a total comprehensive loss of US$48,951 thousand for the period Interim Condensed Consolidated Statement of Comprehensive Income Summary (US$ thousand) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | (Loss)/Profit for the Period | (53,739) | 29,563 | | Exchange differences on translating foreign operations | 4,788 | (9,418) | | Total Comprehensive Income for the Period | (48,951) | 20,145 | | Attributable to Owners of the Parent | (54,843) | 13,865 | | Non-controlling Interests | 5,892 | 6,280 | Interim Condensed Consolidated Statement of Financial Position Financial Position Statement Overview As of June 30, 2025, the Group's total assets were US$1,467,622 thousand, a decrease from December 31, 2024. Non-current assets decreased, current assets increased, and current liabilities increased, leading to a reduction in net assets to US$639,039 thousand Interim Condensed Consolidated Statement of Financial Position Summary (US$ thousand) | Metric | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Total Non-current Assets | 285,902 | 369,353 | | Total Current Assets | 1,181,720 | 1,127,457 | | Total Current Liabilities | 814,799 | 772,265 | | Net Current Assets | 366,921 | 355,192 | | Total Non-current Liabilities | 13,784 | 32,372 | | Net Assets | 639,039 | 692,173 | | Total Equity | 639,039 | 692,173 | - Financial assets measured at fair value through profit or loss decreased from US$216,470 thousand to US$136,506 thousand[147] - Interest-bearing bank borrowings (current portion) increased from nil to US$48,815 thousand, while the non-current portion decreased from US$15,000 thousand to nil[147][148] Interim Condensed Consolidated Statement of Changes in Equity Changes in Equity Overview For the six months ended June 30, 2025, equity attributable to owners of the parent decreased from US$534,311 thousand to US$480,365 thousand, primarily due to a loss for the period of US$59,242 thousand and settlement of share award schemes, partially offset by increased exchange translation reserves and equity-settled share award schemes Interim Condensed Consolidated Statement of Changes in Equity Summary (US$ thousand) | Metric | As of January 1, 2025 | Loss for the period | Exchange differences on translating foreign operations | Equity-settled share award scheme | Settlement of share award scheme | Dividends declared by subsidiaries | Acquisition of non-controlling interests | As of June 30, 2025 | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Total Attributable to Owners of the Parent | 534,311 | (59,242) | 4,399 | 897 | – | – | – | 480,365 | | Non-controlling Interests | 157,862 | 5,503 | 389 | 37 | – | (5,116) | (1) | 158,674 | | Total Equity | 692,173 | (53,739) | 4,788 | 934 | – | (5,116) | (1) | 639,039 | - Treasury shares changed from (US$30,103 thousand) to (US$12,812 thousand), and share award reserve from (US$4,820 thousand) to US$897 thousand[150] Interim Condensed Consolidated Statement of Cash Flows Cash Flow Overview For the six months ended June 30, 2025, net cash flow from operating activities was US$61,397 thousand, from investing activities US$4,793 thousand, and from financing activities US$23,384 thousand, resulting in a net increase in cash and cash equivalents of US$89,574 thousand, with an ending balance of US$452,014 thousand Interim Condensed Consolidated Statement of Cash Flows Summary (US$ thousand) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Net cash flows from operating activities | 61,397 | 79,299 | | Net cash flows from investing activities | 4,793 | (22,998) | | Net cash flows from financing activities | 23,384 | (10,265) | | Net increase in cash and cash equivalents | 89,574 | 46,036 | | Cash and cash equivalents at end of period | 452,014 | 362,308 | - Net cash flow from operating activities decreased, primarily due to loss before tax and other adjusting items[156] - Cash flow from investing activities shifted from a net outflow to a net inflow, mainly due to proceeds from disposal of a subsidiary of US$9,065 thousand[157] - Cash flow from financing activities shifted from a net outflow to a net inflow, primarily due to new bank borrowings of US$48,815 thousand[157] Notes to the Interim Condensed Consolidated Financial Information 1. Basis of Preparation The interim condensed consolidated financial information is prepared in accordance with IAS 34 'Interim Financial Reporting' and should be read in conjunction with the annual consolidated financial statements for the year ended December 31, 2024 - The interim condensed consolidated financial information is prepared in accordance with IAS 34 'Interim Financial Reporting'[160] - The information does not include all disclosures required for annual financial statements and should therefore be read in conjunction with the Group's annual consolidated financial statements for the year ended December 31, 2024[160] 2. Changes in Accounting Policies and Disclosures The accounting policies adopted for the interim condensed consolidated financial information are consistent with those applied in the annual consolidated financial statements, except for the initial adoption of amended IAS 21 'Lack of Exchangeability', which had no impact on the Group's financial information - The accounting policies adopted for the interim condensed consolidated financial information are consistent with those applied in the annual consolidated financial statements for the year ended December 31, 2024, except for the initial adoption of amended IAS 21 'Lack of Exchangeability'[161][162] - As the currencies in which the Group transacts and the functional currencies of the Group entities translated into the Group's presentation currency are all convertible, these amendments had no impact on the interim condensed consolidated financial information[162] 3. Operating Segment Information The Group's operations are segmented into two reportable operating segments, Joyoung and SharkNinja Asia Pacific, with management independently monitoring their performance; SharkNinja Asia Pacific showed significant revenue growth, but segment results for both declined - The Group has two reportable operating segments: Joyoung segment (Mainland China kitchen small appliances) and SharkNinja Asia Pacific segment (Asia Pacific cleaning, kitchen, personal care, and home environment appliances)[164][165](