沪上阿姨(02589) - 2025 - 中期财报

Corporate Information This chapter outlines the company's basic corporate information, including its governance structure, key management, committee composition, registration details, principal places of business, and legal and financial advisors - The Board of Directors comprises executive directors (including Mr. Shan Weijun, Chairman of the Board, Ms. Zhou Rongrong, Mr. Zhou Tianmu, Mr. Wang Jiaxing) and independent non-executive directors (Mr. Han Dingguo, Mr. Zhong Chuangxin, Ms. Yu Fangjin)[6] - Mr. Zhong Chuangxin chairs the Audit Committee, Mr. Han Dingguo chairs the Remuneration Committee, and Mr. Shan Weijun chairs the Nomination Committee[6][7] - The company's stock code is 2589, and its auditor is Ernst & Young[8][10] Management Discussion and Analysis This chapter details the company's business performance, financial condition, future outlook, and key operational strategies during the reporting period, encompassing brand development, store network expansion, franchise model, product R&D, supply chain management, and marketing activities Business Review The company, a rapidly growing multi-brand freshly-made beverage company, focuses on the franchise business and lower-tier markets, continuously expanding its store network, optimizing its brand portfolio, and enhancing market influence through product R&D and digital marketing during the reporting period Overview The company is a fast-growing multi-brand freshly-made beverage company, centered on its franchise business, strategically focusing on China's lower-tier markets, and holding a strong market position among mid-priced freshly-made tea beverage brands - The company is positioned as a fast-growing multi-brand freshly-made beverage company, precisely meeting consumer demands through a rich brand portfolio[12][15] - The business model is franchise-centric, with a mutually beneficial franchise system forming the foundation for long-term stable cooperation[12][15] - The strategic layout focuses on lower-tier markets, holding a strong market position among mid-priced freshly-made tea beverage brands in China's lower-tier markets by total store count[12][15] Our Brands The company operates three major brands: "Hushang Aiyi," "Tea Waterfall," and "Huka," each targeting different consumer groups and price segments with diverse products and flexible pricing strategies to meet market demand - "Hushang Aiyi," launched in 2013, is the main brand offering fresh fruit teas and multi-ingredient milk teas, priced from RMB 7 to RMB 22, primarily targeting third-tier and lower cities[13][16] - "Tea Waterfall," launched in 2023 and promoted from March 2024, offers products priced from RMB 2 to RMB 12, with more flexible pricing and store selection to further capture demand in lower-tier markets[13][17] - "Huka," launched in 2022, is typically located within "Hushang Aiyi" stores, offering coffee beverages priced from RMB 13 to RMB 23[13][18] Store Network As of June 30, 2025, the company's store network reached 9,436 outlets, with franchised stores accounting for the vast majority, covering extensive areas across China, particularly with over half located in third-tier and lower cities, a proportion that increased year-on-year, demonstrating the company's continued deep cultivation in lower-tier markets - As of June 30, 2025, the company's store network comprised 9,436 stores, including 24 self-operated stores and 9,412 franchised stores[14][19] - Stores cover over 300 cities across all four municipalities, five autonomous regions, and 22 provinces in China[14][19] Store Network by City Tier (As of June 30, 2025) | City Tier | 2025 Store Count | 2025 Proportion | 2024 Store Count | 2024 Proportion | | :--- | :--- | :--- | :--- | :--- | | First-tier Cities | 714 | 7.6% | 638 | 7.6% | | New First-tier Cities | 1,899 | 20.1% | 1,795 | 21.3% | | Second-tier Cities | 1,998 | 21.2% | 1,762 | 20.9% | | Third-tier and Lower Cities | 4,824 | 51.1% | 4,241 | 50.3% | | Overseas | 1 | 0.0% | 1 | 0.0% | | Total | 9,436 | 100.0% | 8,437 | 100.0% | - Stores in third-tier and lower cities account for 51.1%, a year-on-year increase of 0.8 percentage points, with this market segment projected by a Frost & Sullivan report to be the fastest-growing from 2023 to 2028[25][26] Our Franchise Model The company's core is a mutually beneficial franchise model, providing franchisees with full lifecycle support and supervision, including site selection, store opening, digital operations, oversight, and training, to enhance store profitability and support network expansion. As of June 30, 2025, 5,706 franchisees operated 9,412 stores - The core business model involves cooperation with franchisees, adopting a mutually beneficial franchise model characterized by low initial investment and comprehensive franchise support[27][28] - Full lifecycle support, including site selection, store opening, digital operations, supervision, and training, is provided to franchisees through a highly standardized and digitized store management system[27][28] Changes in Number of Franchisees (For the six months ended June 30) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Number of franchisees at beginning of period | 5,455 | 4,576 | | New franchisees during the period | 782 | 766 | | Franchisees ceasing store operations during the period | (531) | (412) | | Number of franchisees at end of period | 5,706 | 4,930 | Changes in Number of Franchised Stores (For the six months ended June 30) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Number of franchised stores at beginning of period | 9,152 | 7,756 | | New franchised stores opened during the period | 905 | 1,184 | | Franchised stores closed during the period | (645) | (531) | | Number of franchised stores at end of period | 9,412 | 8,409 | Product Development The company has established a comprehensive product development system, dedicated to creating unique products and improving existing ones to meet evolving consumer tastes. In the first half of 2025, 136 new products were launched, particularly the fruit and vegetable tea series, which gained market recognition for its health benefits, delicious taste, and appealing appearance - A comprehensive product development system has been established, continuously optimizing and upgrading products based on fresh seasonal ingredients, popular trends, and consumer tastes[33] - In the first half of 2025, a total of 136 new products were launched, with the main theme being "healthier and more delicious"[34][35] - The fruit and vegetable tea series gained consumer recognition for its appealing appearance, refreshing taste, and rich dietary fiber, strengthening the brand's healthy image perception[34][35] Supply Chain Management The company has established a nationwide supply chain network, including multiple warehousing and logistics bases and self-owned production facilities, to ensure fresh, high-quality ingredients and support rapid store network expansion - Store network members are required to procure most ingredients from a centralized purchasing platform, which sources from vetted suppliers and self-owned factories[36][39] - As of June 30, 2025, the supply chain network includes 13 large warehousing and logistics bases, 4 equipment warehouses, 7 fresh produce warehouses, and 14 front-end cold chain warehouses[36][39] - A production facility (Haiyan Factory) in Haiyan County, Zhejiang Province, commenced commercial production in 2022, with a total area exceeding 10,000 square meters[37][40] - The Haiyan Factory's theoretical annualized production capacity is 2,640.0 tonnes of pearls, 1,320.0 tonnes of taro balls, 2,640.0 tonnes of taro paste, and 1,584.0 tonnes of tea leaves[37][40] Marketing and Promotion The company continuously enhances brand image and awareness through diversified strategies such as digital marketing, social media interaction, IP collaborations, and celebrity endorsements, while fostering customer loyalty through membership programs to effectively drive new product sales - Social media (Xiaohongshu, Douyin, Kuaishou, WeChat, Weibo) and IP marketing strategies are deployed to strengthen brand image and awareness, attracting new customers[38][41] - In the first half of 2025, new product sales achieved significant results through digital marketing, celebrity endorsements, and IP collaborations[42][44] - The "Dark Night Rose" series, launched in March, achieved approximately 300 million online exposures, with sales exceeding 2.1 million cups in the first week of launch[42][44] - Ju Jingyi was appointed brand ambassador in May, with her endorsed fruit and vegetable tea "Daily Fiber+" series achieving approximately 850,000 cups in sales on its launch day and exceeding 3 million cups in the first week[42][44] - As of June 30, 2025, WeChat mini-program registered members totaled 131.4 million, with an average of 15.8 million quarterly active members and a quarterly repurchase rate of 40.6%[45] Outlook The company anticipates further cultivating existing markets, expanding online and offline channels, optimizing franchisee management, and continuously strengthening R&D, supply chain, and digitalization capabilities in the second half of 2025, while implementing a multi-brand strategy to explore new markets - In the second half of 2025, the company will further penetrate existing markets, developing both offline store networks and online sales channels[46] - Continuously improve the franchisee management system, enhance franchised store profitability, shorten investment payback periods, and attract and retain high-quality franchisee partners[46] - Further strengthen R&D capabilities, closely track consumer and industry trends, and continuously create popular products[47] - Enhance supply chain capabilities, explore new supply sources, improve bargaining power, and expand and increase the efficiency of the cold chain logistics network[48] - Further strengthen digitalization to enhance overall operational efficiency and ensure food safety[49][54] - Implement a multi-brand strategy to expand into new markets, utilizing the three brand concepts to penetrate different market segments and increase market share[49][55] Financial Review For the six months ended June 30, 2025, the company achieved growth in both revenue and gross profit, with profit for the period increasing by 20.9% year-on-year. Changes in various expenses were influenced by employee compensation, leased assets, and taxable income. Balance sheet items indicate ample liquidity and a decreased gearing ratio Revenue and Gross Profit (For the six months ended June 30) | Metric | 2025 (RMB million) | 2024 (RMB million) | Year-on-year Growth | | :--- | :--- | :--- | :--- | | Revenue | 1,818.5 | 1,657.6 | 9.7% | | Gross Profit | 571.5 | 517.9 | 10.4% | | Gross Profit Margin | 31.4% | 31.3% | No significant fluctuation | Major Expense Changes (For the six months ended June 30) | Expense Category | 2025 (RMB million) | 2024 (RMB million) | Year-on-year Change | Primary Reason | | :--- | :--- | :--- | :--- | :--- | | Selling and Marketing Expenses | 187.9 | 197.6 | -4.9% | Decrease in employee compensation | | Administrative Expenses | 93.0 | 87.5 | +6.4% | Increase in employee compensation | | Research and Development Expenses | 24.8 | 25.1 | -1.1% | No significant fluctuation | | Finance Costs | 1.7 | 2.8 | -37.8% | Decrease in lease interest expense due to reduction in leased assets | | Income Tax Expense | 77.5 | 59.4 | +30.4% | Increase in taxable income | - For the six months ended June 30, 2025, profit for the period was RMB 202.9 million, an increase of 20.9% compared to RMB 167.8 million in the same period last year[62][66] Non-IFRS Measure: Adjusted Profit (For the six months ended June 30) | Metric | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Profit for the period | 202,898 | 167,791 | | Add: Share-based payment expenses | 29,184 | 28,598 | | Add: Listing expenses | 11,648 | 17,394 | | Adjusted Profit for the period | 243,730 | 213,783 | | Adjusted Profit Margin for the period | 13.40% | 12.90% | Major Balance Sheet Item Changes (As of June 30, 2025, vs. December 31, 2024) | Item | June 30, 2025 (RMB million) | December 31, 2024 (RMB million) | Change (RMB million) | Primary Reason | | :--- | :--- | :--- | :--- | :--- | | Inventories | 168.9 | 168.1 | +0.8 | | | Trade Receivables | 2.4 | 1.5 | +0.9 | Increase in receivables from franchisees granted credit terms | | Property, Plant and Equipment | 35.0 | 42.9 | -7.9 | Amortization of office and factory renovations and depreciation of machinery | | Trade Payables | 254.4 | 226.3 | +28.1 | Increase in procurement from suppliers | | Contract Liabilities | 66.9 | 57.9 | +9.0 | Increase in prepayments from franchisees and franchise fee income | | Lease Liabilities | 70.4 | 96.1 | -25.7 | Payment of rent and termination of some warehouse leases | - As of June 30, 2025, cash generated from operating activities was RMB 223.2 million, an increase from RMB 158.3 million in the same period last year[97][100] - As of June 30, 2025, total cash and bank balances amounted to RMB 1,000.7 million, indicating ample liquidity[101] - As of June 30, 2025, the gearing ratio was 29.6%, a decrease from 36.2% as of December 31, 2024[99][105] Employees and Remuneration Policies As of June 30, 2025, the company had 1,425 full-time employees and attracts and retains talent by offering competitive compensation, performance bonuses, and career development programs. The company also has pre-IPO employee incentive schemes to motivate key staff - As of June 30, 2025, the company had 1,425 full-time employees[106][108] - For the six months ended June 30, 2025, employee benefit expenses were approximately RMB 226.3 million[106][108] - Attracts and retains talent by offering competitive compensation and benefits, performance bonuses, and training and career development programs[109][110] - The company adopted pre-IPO employee incentive schemes to improve incentive mechanisms and promote sustainable performance growth[107][111] Corporate Governance and Other Information This chapter covers the company's corporate governance practices, securities transaction compliance, adherence to laws and regulations, use of global offering proceeds, disclosure of directors' and substantial shareholders' interests, employee incentive schemes, dividend policy, and significant post-reporting period events Compliance with Corporate Governance Code The company is committed to maintaining high standards of corporate governance and has fully complied with the Corporate Governance Code, with one deviation where the Chairman and Chief Executive Officer roles are held by the same person, an arrangement the Board believes ensures consistent leadership and efficient decision-making for the Group - The company has fully complied with all applicable code provisions of the Corporate Governance Code from its listing date up to the reporting date[112][114] - There is one deviation: the roles of Chairman and Chief Executive Officer are held by Mr. Shan Weijun (Code Provision C.2.1)[113][115] - The Board believes this arrangement ensures consistent leadership and efficient strategic planning for the Group, with sufficient independent non-executive directors to safeguard shareholders' interests[113][115] Model Code for Securities Transactions The company has adopted the Model Code as the code of conduct for directors and supervisors engaging in securities transactions, with all directors and supervisors confirming full compliance since the listing date - The company has adopted the Model Code as the code for directors and supervisors to conduct securities transactions[116][117] - All directors and supervisors confirmed full compliance with the Model Code from the listing date up to the reporting date[116][117] Compliance of Laws and Regulations For the six months ended June 30, 2025, the company complied in all material respects with relevant Chinese laws and regulations that have a significant impact on it - For the six months ended June 30, 2025, the company complied in all material respects with relevant Chinese laws and regulations that have a significant impact on the Group[118][121] Purchase, Sale or Redemption of the Company's Listed Securities From the listing date up to June 30, 2025, the company neither purchased, sold, nor redeemed any of its own listed securities, and held no treasury shares - From the listing date up to June 30, 2025, the company did not purchase, sell, or redeem any of its own securities[119][122] - As of June 30, 2025, the company held no treasury shares[119][122] Changes in Information of Directors, Supervisors and Chief Executive Independent Non-Executive Director Mr. Han Dingguo ceased to be a director of the International Cultural and Educational Foundation effective July 1, 2025. Other than this, the company is unaware of any other changes in information of directors, supervisors, and the chief executive requiring disclosure - Independent Non-Executive Director Mr. Han Dingguo ceased to be a director of the International Cultural and Educational Foundation effective July 1, 2025[120][123] - Other than the above disclosure, the company is unaware of any changes in the information of directors, supervisors, and the chief executive requiring disclosure under Listing Rule 13.51B(1) since the date of the prospectus[120][123] Use of Proceeds from the Global Offering The company's H-shares were listed on May 8, 2025, with net proceeds from the global offering amounting to approximately HK$233.9 million. These funds will be utilized as disclosed in the prospectus for enhancing digitalization capabilities, R&D, supply chain, brand building, marketing activities, and working capital, with full utilization expected by December 2027 - The company's H-shares were listed on the Main Board of the Stock Exchange on May 8, 2025[124] - Net proceeds from the global offering were approximately HK$233.9 million, including net proceeds from the full exercise of the over-allotment option[124] Intended Use and Allocation of Net Proceeds from Global Offering | Intended Use of Net Proceeds | Percentage of Total Net Proceeds | Allocation of Net Proceeds (HK$ million) | Actual Net Amount Used as of June 30, 2025 (HK$ million) | Unused Net Amount as of June 30, 2025 (HK$ million) | Expected Timeline for Full Utilization | | :--- | :--- | :--- | :--- | :--- | :--- | | Enhancing our digitalization capabilities | 25% | 58.5 | – | 58.5 | December 2027 | | R&D to improve raw material and ingredient quality, create popular products, enrich our product categories, and upgrade our equipment and machinery | 20% | 46.8 | – | 46.8 | December 2027 | | Enhancing our production, processing, warehousing, logistics, and distribution capabilities, thereby strengthening our supply chain capabilities | 20% | 46.8 | – | 46.8 | December 2027 | | Enhancing our brand momentum and further expanding and strengthening our store network | 15% | 35.0 | – | 35.0 | December 2027 | | Investing in various marketing activities | 10% | 23.4 | – | 23.4 | December 2027 | | Working capital and other general corporate purposes | 10% | 23.4 | – | 23.4 | December 2027 | | Total | 100% | 233.9 | – | 233.9 | | Interests and Short Positions of Directors, Supervisors and Chief Executive in the Shares, Underlying Shares and Debentures of the Company and its Associated Corporations As of June 30, 2025, Mr. Shan Weijun, Chairman and Chief Executive Officer, and his spouse, Ms. Zhou Rongrong, held significant interests in the company's unlisted domestic shares and H-shares through controlled corporations, joint holdings, and spousal interests, reflecting their joint control over the company Interests of Directors and Chief Executive in the Company's Shares (As of June 30, 2025) | Name | Nature of Interest | Class of Shares | Number of Shares | Approximate Percentage of Shareholding in the Company | | :--- | :--- | :--- | :--- | :--- | | Mr. Shan Weijun | Interest in controlled corporation, joint interest with others, and spouse's interest | Unlisted Domestic Shares | 39,273,941 | 37.33% | | | | H-shares | 43,321,180 | 41.18% | | Ms. Zhou Rongrong | Interest in controlled corporation, joint interest with others, and spouse's interest | Unlisted Domestic Shares | 39,273,941 | 37.33% | | | | H-shares | 43,321,180 | 41.18% | - Mr. Shan Weijun and Ms. Zhou Rongrong entered into an acting-in-concert agreement on September 25, 2023, to jointly control and act in concert with respect to the company[131] - Mr. Shan Weijun and Ms. Zhou Rongrong are spouses and are deemed to have an interest in each other's shares in the company under the Securities and Futures Ordinance[131] Interests and Short Positions of Substantial Shareholders in the Shares and Underlying Shares of the Company This chapter discloses the interests and short positions of substantial shareholders (including Shanghai Puhai, Shanghai Senrui, Shanghai Yuchao, Suzhou Yizhong, Suzhou Weitelixin, and Mr. Wei Zhe) in the company's shares as of June 30, 2025, excluding directors and the chief executive Interests of Substantial Shareholders in the Company's Shares (As of June 30, 2025) | Name | Nature of Interest | Class of Shares | Number of Shares | Approximate Percentage of Shareholding in the Company | | :--- | :--- | :--- | :--- | :--- | | Shanghai Puhai | Beneficial owner | Unlisted Domestic Shares | 22,391,756 | 21.28% | | | | H-shares | 24,699,240 | 23.48% | | Shanghai Senrui | Beneficial owner | Unlisted Domestic Shares | 8,698,500 | 8.27% | | | | H-shares | 9,594,900 | 9.12% | | Shanghai Yuchao | Beneficial owner | Unlisted Domestic Shares | 8,183,685 | 7.78% | | | | H-shares | 9,027,040 | 8.58% | | Suzhou Yizhong | Beneficial owner | Unlisted Domestic Shares | 3,780,169 | 3.59% | | | | H-shares | 4,169,740 | 3.96% | | Suzhou Weitelixin | Interest in controlled corporation | Unlisted Domestic Shares | 4,457,734 | 4.24% | | | | H-shares | 4,917,180 | 4.67% | | Mr. Wei Zhe | Interest in controlled corporation | Unlisted Domestic Shares | 4,457,734 | 4.24% | | | | H-shares | 4,917,180 | 4.67% | - All interests are long positions, with percentages calculated based on the total issued shares of 105,203,020 as of June 30, 2025[131][140] Pre-IPO Employee Incentive Schemes The company has two pre-IPO employee incentive schemes from 2020 and 2023, designed to motivate management and key employees. These schemes are implemented through the grant of Restricted Share Units (RSUs), with vesting conditional on a minimum four-year service period, and the related shares are held by employee shareholding platforms, thus having no dilutive effect on issued shares - The company adopted the 2020 and 2023 Employee Incentive Schemes, aiming to recognize employee contributions and incentivize them to drive the Group's development[138][139][244][253] - Eligible participants are management members and key employees of the Group[142] - The granted shares will vest only after the expiry of the lock-up period, which is a minimum service period of four years for the Group from the date of signing the agreement[145][149] - The relevant shares are held by employee shareholding platforms and will not have a dilutive effect on issued shares upon vesting[139] Interim Dividend The Board recommends an interim dividend of RMB 6.76 per ten shares (tax inclusive) for the six months ended June 30, 2025, totaling approximately RMB 71.12 million, subject to shareholder approval. H-shareholders will receive dividends in Hong Kong Dollars - The Board recommends an interim dividend of RMB 6.76 per ten shares (tax inclusive) for the six months ended June 30, 2025[153][155] - The proposed total interim dividend is approximately RMB 71.12 million, subject to shareholder approval at an extraordinary general meeting[153][155] - The proposed interim dividend will be denominated and declared in RMB, and paid in HKD to H-shareholders, converted at the average benchmark exchange rate published by the People's Bank of China[153][155] Articles of Association During the reporting period, the company amended its Articles of Association to reflect changes in registered share capital and total issued shares, following the full exercise of the over-allotment option - The latest version of the Articles of Association is available on the company's and the Stock Exchange's websites[156] - During the reporting period, the company made corresponding amendments to its Articles of Association regarding the full exercise of the over-allotment option, involving 361,680 H-shares, to reflect changes in registered share capital and total issued shares[154][157] Public Float The company has obtained an exemption from the Stock Exchange and has maintained the minimum public float requirement since its listing date - The Stock Exchange has granted the company an exemption from strict compliance with Listing Rule 8.08(1)(a)[158][161] - The company has maintained the minimum public float from its listing date up to the reporting date[158][161] Event After the Reporting Period Subsequent to the reporting period, the Board reviewed and approved the H-share full circulation plan (converting no more than 35,255,992 unlisted domestic shares into H-shares) and related amendments to the Articles of Association, with the plan still in progress. Additionally, the Board recommended an interim dividend - On July 4, 2025, the Board reviewed and approved the proposed implementation of the H-share full circulation plan, converting no more than 35,255,992 unlisted domestic shares into H-shares[159][162] - On the same day, the Board reviewed and approved certain proposed amendments to the Articles of Association to reflect the share capital structure after H-share full circulation[159][162] - As of the reporting date, participation in the H-share full circulation plan is still in progress[159][162] Independent Review Report Ernst & Young conducted an independent review of the company's interim condensed consolidated financial information for the six months ended June 30, 2025, in accordance with Hong Kong Standard on Review Engagements 2410. The review concluded that no material matters were identified, indicating that the financial information is prepared in all material respects in accordance with International Accounting Standard 34 - The independent auditor is Ernst & Young[164][166][174] - The review was conducted in accordance with Hong Kong Standard on Review Engagements 2410, issued by the Hong Kong Institute of Certified Public Accountants[166][171] - The review concluded that nothing has come to the auditor's attention that causes them to believe the interim financial information is not prepared, in all material respects, in accordance with International Accounting Standard 34[172][173] Interim Condensed Consolidated Statement of Profit or Loss This statement presents the company's revenue, cost of sales, gross profit, various expenses, profit before tax, income tax expense, and profit for the period for the six months ended June 30, 2025, along with basic and diluted earnings per share data Summary of Interim Condensed Consolidated Statement of Profit or Loss (For the six months ended June 30) | Metric | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Revenue | 1,818,461 | 1,657,600 | | Cost of sales | (1,246,917) | (1,139,711) | | Gross Profit | 571,544 | 517,889 | | Other income and gains, net | 16,300 | 22,227 | | Selling and marketing expenses | (187,886) | (197,573) | | Administrative expenses | (93,016) | (87,462) | | Research and development expenses | (24,824) | (25,101) | | Finance costs | (1,730) | (2,782) | | Profit before tax | 280,388 | 227,198 | | Income tax expense | (77,490) | (59,407) | | Profit for the period | 202,898 | 167,791 | | Basic earnings per share (RMB) | 1.97 | 1.65 | | Diluted earnings per share (RMB) | 1.97 | 1.65 | Interim Condensed Consolidated Statement of Comprehensive Income This statement presents the company's profit for the period and other comprehensive income/loss for the six months ended June 30, 2025, including exchange differences and fair value changes of equity investments designated at fair value through other comprehensive income, ultimately arriving at the total comprehensive income for the period Summary of Interim Condensed Consolidated Statement of Comprehensive Income (For the six months ended June 30) | Metric | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Profit for the period | 202,898 | 167,791 | | Other comprehensive income/(loss): | | | | Exchange differences on translation of foreign operations | (8) | (47) | | Equity investments designated at fair value through other comprehensive income: Fair value changes | 4,336 | – | | Income tax effect | (1,084) | – | | Other comprehensive income/(loss) for the period, net of tax | 3,244 | (47) | | Total comprehensive income for the period | 206,142 | 167,744 | Interim Condensed Consolidated Statement of Financial Position This statement presents the company's condensed consolidated data for assets, liabilities, and equity as of June 30, 2025, reflecting its financial health and structure at the end of the reporting period Summary of Interim Condensed Consolidated Statement of Financial Position (As of June 30, 2025) | Metric | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Total Non-current Assets | 262,732 | 198,080 | | Total Current Assets | 2,126,353 | 1,657,703 | | Total Assets | 2,389,085 | 1,855,783 | | Total Current Liabilities | 669,487 | 616,113 | | Total Non-current Liabilities | 38,370 | 55,584 | | Total Liabilities | 707,857 | 671,697 | | Net Assets | 1,681,228 | 1,184,086 | | Total Equity | 1,681,228 | 1,184,086 | Interim Condensed Consolidated Statement of Changes in Equity This statement traces the changes in the company's share capital, reserves, and total equity for the six months ended June 30, 2025, including the impact of profit for the period, other comprehensive income, new share issuance upon listing, and share-based payments Summary of Interim Condensed Consolidated Statement of Changes in Equity (For the six months ended June 30) | Item | 2025 (RMB thousand) | | :--- | :--- | | As at December 31, 2024 (audited) | 1,184,086 | | Profit for the period | 202,898 | | Other comprehensive income for the period | 3,244 | | Issue of new shares upon listing on HKEX (net of issue costs) | 261,816 | | Share-based payments | 29,184 | | As at June 30, 2025 (unaudited) | 1,681,228 | Interim Condensed Consolidated Statement of Cash Flows This statement details the company's cash flows from operating, investing, and financing activities for the six months ended June 30, 2025, reflecting the sources and uses of cash, and the balance of cash and cash equivalents at period-end Summary of Interim Condensed Consolidated Statement of Cash Flows (For the six months ended June 30) | Activity Category | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Net cash flows from operating activities | 223,162 | 158,259 | | Net cash flows from/(used in) investing activities | 185,375 | (473,635) | | Net cash flows from/(used in) financing activities | 235,456 | (74,591) | | Net increase/(decrease) in cash and cash equivalents | 643,993 | (389,967) | | Cash and cash equivalents at beginning of period | 342,659 | 631,310 | | Effect of exchange rate changes, net | 819 | (38) | | Cash and cash equivalents at end of period | 987,471 | 241,305 | Notes to Interim Condensed Consolidated Financial Information These notes provide detailed explanations and supplementary information to the interim condensed consolidated financial information, covering the company's general information, changes in accounting policies, operating segment information, revenue breakdown, profit before tax components, income tax policy, dividends, earnings per share, property, plant and equipment, receivables, payables, share capital, share-based payments, commitments, related party transactions, fair value of financial instruments, and events after the reporting period Corporate Information This note reiterates the company's registration information, establishment history, business scope, and listing date on the Hong Kong Stock Exchange - Hushang Aiyi (Shanghai) Industrial Co., Ltd. was registered in China as a limited liability company on November 18, 2013, and restructured into a joint stock company in November 2023[186][190] - The company and its subsidiaries are engaged in operating a franchised tea beverage retail network and selling tea beverage products in China[186][191] - The company was listed on the Main Board of The Stock Exchange of Hong Kong Limited on May 8, 2025[187][191] Basis of Preparation and Changes in Accounting Policies The interim condensed consolidated financial information is prepared in accordance with International Accounting Standard 34 and is consistent with the accounting policies of historical financial information, except for amendments to International Accounting Standard 21, which have no significant impact on the Group - The interim condensed consolidated financial information is prepared in accordance with International Accounting Standard 34 "Interim Financial Reporting"[188][192] - The accounting policies adopted for preparation are consistent with historical financial information, with only the initial adoption of amendments to International Accounting Standard 21, which had no impact on the financial information[189][193][194][195] Operating Segment Information As the company's revenue, results, and assets all originate from a single operating segment and are primarily generated in China, no segment or geographical information is presented. Additionally, no single customer accounts for more than 10% of total revenue - As the Group's revenue, reported results, and total assets all originate from a single operating segment, no segment information is presented[196][200] - The majority of the Group's revenue and non-current assets are generated in China, thus no further geographical segment information is presented[197][201] - For the six months ended June 30, 2025, and 2024, no sales to a single customer accounted for more than 10% of the Group's total revenue[198][202] Revenue This note provides a detailed analysis of the company's revenue sources for the six months ended June 30, 2025, primarily comprising sales of goods to franchisees and franchise services, with most revenue recognized at a point in time Revenue Data Breakdown (For the six months ended June 30) | Revenue Source | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Revenue from self-operated stores | 23,697 | 26,394 | | Sales of goods to franchisees | 1,471,208 | 1,335,347 | | Franchise services | 282,978 | 275,951 | | Others | 40,578 | 19,908 | | Total | 1,818,461 | 1,657,600 | Revenue Recognition Timing (For the six months ended June 30) | Recognition Timing | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | At a point in time | 1,531,496 | 1,381,146 | | Over time | 286,965 | 276,454 | | Total | 1,818,461 | 1,657,600 | Profit Before Tax This note lists the components of the company's profit before tax for the six months ended June 30, 2025, including cost of inventories sold, depreciation, amortization, employee benefit expenses, marketing and promotion expenses, transportation expenses, and listing expenses Components of Profit Before Tax (For the six months ended June 30) | Item | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Cost of inventories sold | 1,058,855 | 989,931 | | Depreciation of property, plant and equipment | 10,758 | 12,684 | | Depreciation of right-of-use assets | 21,725 | 29,531 | | Employee benefit expenses (including directors' and supervisors' emoluments) | 226,295 | 209,160 | | Impairment of property, plant and equipment | 1,337 | – | | Marketing and promotion expenses | 71,821 | 70,942 | | Transportation expenses | 70,719 | 59,649 | | Listing expenses | 11,837 | 17,394 | - Cost of inventories sold excludes depreciation, amortization, employee benefit expenses, lease expenses, and transportation expenses already included in cost of sales[217] - An impairment loss of RMB 1,337,000 on property, plant and equipment was recognized in the first half of 2025[208][217] Income Tax Expense This note explains the composition of the company's income tax expense for the six months ended June 30, 2025, and details the various preferential corporate income tax rates enjoyed by its Chinese subsidiaries, including tax incentives for encouraged industries in western regions, high-tech enterprises, and small and micro enterprises Income Tax Expense (For the six months ended June 30) | Item | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Current income tax | 75,802 | 59,844 | | Deferred tax | 1,688 | (437) | | Tax expense for the period | 77,490 | 59,407 | - The corporate income tax rate for the Group's Chinese subsidiaries is 25%, but some eligible companies may enjoy preferential tax rates[213] - Subsidiaries engaged in "encouraged industries in western regions" may enjoy a preferential corporate income tax rate of 15%[214] - Subsidiaries recognized as "high-tech enterprises" may enjoy a preferential income tax rate of 15% in the first half of 2025[215] - Chinese subsidiaries qualifying as small and micro enterprises with taxable income below RMB 3 million may enjoy a preferential corporate income tax rate of 5%[215] Dividend This note states that the company did not pay or declare any dividends for the six months ended June 30, 2025, but the Board subsequently recommended an interim dividend of RMB 71.1 million, subject to shareholder approval - For the six months ended June 30, 2025, neither the company nor its subsidiaries paid or declared any dividends[218][220] - On May 13, 2024, the company declared and fully paid a dividend of RMB 158,766,500 to shareholders on May 20, 2024[218][220] - On August 27, 2025, the Board recommended an interim dividend of RMB 71,117,242, subject to shareholder approval[218][220] Earnings Per Share Attributable to Ordinary Equity Holders of the Parent This note provides details on the calculation of basic and diluted earnings per share for the six months ended June 30, 2025. As there were no potentially dilutive ordinary shares outstanding during the period, diluted earnings per share are the same as basic earnings per share Basic Earnings Per Share Calculation (For the six months ended June 30) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Profit attributable to owners of the parent (RMB thousand) | 202,898 | 167,791 | | Weighted average number of ordinary shares for basic EPS | 103,188,037 | 101,895,934 | | Basic earnings per share (RMB) | 1.97 | 1.65 | - The diluted earnings per share presented are the same as the basic earnings per share because there were no potentially dilutive ordinary shares outstanding for the six months ended June 30, 2025, and 2024[224][225] Property, Plant and Equipment This note discloses the additions, disposals, and impairment of the company's property, plant and equipment for the six months ended June 30, 2025, showing changes in asset scale and recognition of impairment losses - For the six months ended June 30, 2025, the Group's additions to assets at cost amounted to RMB 4,600,000 (2024: RMB 10,290,000)[226][227] - Assets with a net book value of RMB 373,000 were disposed of in the first half of 2025 (2024: RMB 606,000)[226][227] - In the first half of 2025, the Group recognized an impairment loss of RMB 1,337,000 on certain property, plant and equipment (2024: zero)[226][227] Trade Receivables This note provides an aging analysis of trade receivables as of June 30, 2025, showing their total amount and overdue status, and highlights the company's strict control over credit risk Aging Analysis of Trade Receivables (As of June 30, 2025) | Aging | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Within one month | 936 | 714 | | Over one month | 1,429 | 757 | | Total | 2,365 | 1,471 | - The Group maintains strict control over unpaid receivables and has a credit control department to minimize credit risk[230] - Trade receivables are non-interest bearing, and the Group holds no collateral or other credit enhancements for its trade receivable balances[230] Prepayments, Other Receivables and Other Assets This note details the composition of prepayments, other receivables, and other assets as of June 30, 2025, including advances to suppliers, recoverable VAT, and amounts due from online platforms Prepayments, Other Receivables and Other Assets (As of June 30, 2025) | Item | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Prepayments | 77,902 | 29,627 | | Recoverable VAT | 58,512 | 35,736 | | Amounts due from online platforms | 17,922 | 14,902 | | Other receivables | 12,172 | 9,588 | | Deposits | 3,912 | 3,235 | | Finance lease receivables | 1,866 | 1,429 | | Total | 172,273 | 97,137 | - Prepayments primarily refer to advances made to certain key suppliers for the purchase of goods or services[233] - Deposits primarily refer to lease deposits with remaining lease terms within one year[234] Trade Payables This note provides an aging analysis of trade payables as of June 30, 2025, showing their total amount and settlement period, and notes that they are non-interest bearing liabilities Aging Analysis of Trade Payables (As of June 30, 2025) | Aging | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Within one month | 235,270 | 203,450 | | One to three months | 15,935 | 21,562 | | Three to six months | 2,380 | 1,089 | | Over six months | 848 | 152 | | Total | 254,433 | 226,253 | - Trade payables are non-interest bearing, with a typical settlement period of 30 days[237] Other Payables and Accruals This note details the composition of other payables and accruals as of June 30, 2025, including accrued expenses, salaries and benefits, deposits, and other taxes payable, noting that they are non-interest bearing and repayable on demand Other Payables and Accruals (As of June 30, 2025) | Item | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Accrued expenses and others | 79,152 | 74,806 | | Salaries and welfare payable | 53,201 | 60,918 | | Deposits | 63,087 | 60,113 | | Other taxes payable | 31,389 | 17,179 | | Total | 226,829 | 213,016 | - Other payables and accruals are non-interest bearing and repayable on demand[240] Share Capital This note outlines the changes in the company's share capital as of the end of the reporting period, primarily reflecting the increase in share capital due to the issuance of new shares upon listing on the Hong Kong Stock Exchange Summary of Share Capital Changes (As of June 30, 2025) | Item | Number of Shares | Par Value of Shares (RMB thousand) | | :--- | :--- | :--- | | As at December 31, 2024 and January 1, 2025 (audited) | 102,430,000 | 102,430 | | Issue of new shares upon listing on HKEX (ordinary shares with par value of RMB 1.00 each) | 2,773,020 | 2,773 | | As at June 30, 2025 (unaudited) | 105,203,020 | 105,203 | Share-Based Payments This note details the company's share-based payments under the 2020 and 2023 Employee Incentive Schemes, including the grant of Restricted Share Units (RSUs), vesting conditions, fair value estimation, and recognition of related expenses - The 2020 Employee Incentive Scheme aims to provide incentives and rewards to employees who contribute to the Group's operational success, with Restricted Share Units (RSUs) vesting over a minimum four-year vesting period from the grant date[244][245] - The 2023 Employee Incentive Scheme also aims to provide incentives and rewards, with granted RSUs vesting over a minimum four-year vesting period from the grant date[253][255] - For the six months ended June 30, 2025, the Group recognized share-based payment expenses of RMB 29,184,000 (2024: RMB 28,598,000) for the aforementioned Restricted Share Units[261] Changes in Restricted Share Units (RSUs) (As of June 30, 2025) | Item | Number of Restricted Share Units | Weighted Average Grant Date Fair Value per RSU (RMB) | | :--- | :--- | :--- | | Outstanding as at December 31, 2024 | 671,734 | 386.35 | | Forfeited | (18,600) | 415.07 | | Outstanding as at June 30, 2025 | 653,134 | 385.53 | Commitments This note discloses the company's capital commitments for the acquisition of property, plant and equipment and other intangible assets as of June 30, 2025 Capital Commitments (As of June 30, 2025) | Item | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Acquisition of property, plant and equipment and other intangible assets | 3,202 | 2,404 | Related Party Transactions This note details transactions between the company and close family members of controlling shareholders, including sales of goods and franchise services to franchisees, and the composition of key management personnel's remuneration Transactions with Close Family Members of Controlling Shareholders (For the six months ended June 30) | Transaction Type | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Sales of goods to franchisees | 2,822 | 3,627 | | Franchise services | 548 | 691 | | Total | 3,370 | 4,318 | - As of June 30, 2025, current contract liabilities with close family members of controlling shareholders amounted to RMB 195,000[267][269] Key Management Personnel Remuneration (For the six months ended June 30) | Item | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Fees | 190 | 115 | | Salaries, allowances and benefits in kind | 3,141 | 3,439 | | Performance-related bonuses | 1,349 | 845 | | Contributions to pension schemes and other social welfare | 305 | 306 | | Share-based payment expenses | 7,909 | 7,909 | | Total | 12,894 | 12,614 | Fair Value and Fair Value Hierarchy of Financial Instruments This note provides fair value measurement information for the company's financial instruments, including their classification within the fair value hierarchy (Level 1, Level 2, Level 3), and a sensitivity analysis for significant unobservable inputs used in Level 3 valuations Fair Value Hierarchy of Financial Instruments (As of June 30, 2025) | Item | Level 1 (RMB thousand) | Level 2 (RMB thousand) | Level 3 (RMB thousand) | Total (RMB thousand) | | :--- | :--- | :--- | :--- | :--- | | Equity investments designated at fair value through other comprehensive income | 89,336 | – | – | 89,336 | | Financial investments at fair value through profit or loss | – | – | 3,500 | 3,500 | | Financial assets at fair value through profit or loss | – | 782,125 | – | 782,125 | | Total | 89,336 | 782,125 | 3,500 | 874,961 | - Management has assessed that the fair values of most financial instruments approximate their carrying amounts[273] - For Level 3 valuations, significant unobservable inputs for private company equity investments include the peer average EV/Revenue multiple (3.34) and a lack of marketability discount (0.3%-17.5%)[276][277] - A 10% increase/decrease in the valuation multiple would result in an increase/decrease in fair value of RMB 370,000[277] Events After the Reporting Period This note discloses significant events occurring after the reporting period, including the Board's approval of the H-share full circulation plan and related amendments to the Articles of Association, as well as the recommendation for an interim dividend - On July 4, 2025, the Board reviewed and approved the proposed implementation of the H-share full circulation plan, converting no more than 35,255,992 unlisted domestic shares into H-shares[286][288] - On the same day, the Board reviewed and approved certain proposed amendments to the Articles of Association to reflect the share capital structure after H-share full circulation[286][288] - On August 27, 2025, the Board recommended an interim dividend of RMB 71,117,242, subject to shareholder approval[287][289] Definitions This chapter provides definitions for key terms and abbreviations used in the interim report, ensuring readers have a clear and consistent understanding of the report's content - This chapter lists definitions for key terms used in the report, such as "Articles of Association," "Board," "Company," "Controlling Shareholder," "H-shares," "Listing Rules," "Mr. Shan," "Ms. Zhou," "Prospectus," "Reporting Period," and "SFO"[291][292][293][294]