优趣汇控股(02177) - 2025 - 中期财报

Company Overview UQH Holdings Limited is a leading Chinese FMCG brand e-commerce operator, offering omni-channel, one-stop services for about 60 brands across personal care, beauty, and health categories, aiming to deepen business and enhance efficiency - The company is positioned as a leading brand e-commerce operation service provider in China, specializing in fast-moving consumer goods (FMCG), including adult personal care, baby personal care, beauty, and health product categories[5] - Collaborates with approximately 60 brands, including Unicharm, Fino, Kose, and Kobayashi Pharmaceutical, providing omni-channel, one-stop, high-value, and customized operation services[5] - Operates primarily through distribution models (B2C and B2B) and service fee models[5] - Future strategy involves deepening business in key areas, enhancing overall operational efficiency, capturing industry trends, understanding consumer demand, and providing more forward-looking services to brand partners[6] Company Information This section lists the company's board members, joint company secretaries, committee members, authorized representatives, auditor, legal counsel, registered office, headquarters, Hong Kong principal place of business, share registrar, principal bankers, stock code, and listing date - The Board of Directors includes Executive Directors Mr. Wang Yong (Chairman and CEO), Mr. Shen Yu, Ms. Chen Weiwei; Non-executive Director Mr. Nakayama Kuniaki; and Independent Non-executive Directors Mr. Wu Jinhua, Mr. Wei Hang, Ms. Xin Honghua[7] - Principal offices are located in Pudong New Area, Shanghai, China, with the Hong Kong principal place of business at 31/F, Tower Two, Times Square, 1 Matheson Street, Causeway Bay[8] - Listing information: Stock code is 2177, and the listing date was July 12, 2021[8] Financial Highlights For the six months ended June 30, 2025, revenue decreased by 5.4% year-on-year to RMB 580.1 million, or increased by 2.5% excluding the impact of terminated brand collaborations, while gross margin improved by 4.6 percentage points to 34.6%, and net profit decreased by 52.7% to RMB 11.2 million, remaining largely flat after excluding non-operating items 2025 H1 Key Financial Data | Indicator | 2025 H1 (RMB million) | 2024 H1 (RMB million) | YoY Change | | :--- | :--- | :--- | :--- | | Revenue | 580.1 | 613.3 | -5.4% | | Gross Margin | 34.6% | 30.0% | +4.6 percentage points | | Net Profit | 11.2 | 23.7 | -52.7% | - Excluding the impact of terminated brand collaborations, revenue increased by 2.5% compared to the same period last year, indicating a slowdown in the declining trend[10] - The increase in gross margin was due to renegotiating and optimizing transaction terms with brand partners, adjusting product structure, and strategically focusing on more profitable sales channels[11] - The decrease in net profit was primarily attributed to the impact of non-operating items, including equity transfer gains in the prior period and an increase in impairment losses compared to the prior period, with net profit remaining largely flat after excluding these items[12] Management Discussion and Analysis Overview In H1 2025, despite steady economic growth and increased market competition in China, the company responded by optimizing its brand portfolio, actively expanding into the health sector, introducing new health brands, and increasing investment in private labels, while improving supply chain efficiency and increasing revenue contribution from Douyin, Pinduoduo, and overseas businesses - The market environment saw steady economic growth in China, but consumers' price sensitivity continued to rise, market competition intensified, and demand for functional health food rapidly increased[13] - The Group systematically reviewed its brand portfolio, actively expanded into the health sector, introduced new health business brands, and increased investment in private health brands[13] - Brand operation services involved proactively optimizing low-gross margin brands and channels, deepening cooperation with core brand partners, expanding overseas markets, and enhancing supply chain operational efficiency[14] - New health brands introduced during the reporting period contributed RMB 12.5 million in new revenue[14] - The revenue contribution from Douyin, Pinduoduo, and overseas businesses increased from 11.1% in the same period last year to 12.4% of the Group's total revenue[14] - Private label development successfully launched the Canadian anti-aging health food brand Vanpearl, achieving RMB 14.0 million in sales revenue, and established a strategic partnership with Probio, a high-end original probiotic brand under Novo Yuan[14] 2025 H1 Overall Financial Performance | Indicator | 2025 H1 (RMB million) | 2024 H1 (RMB million) | YoY Change | | :--- | :--- | :--- | :--- | | Revenue | 580.1 | 613.3 | -5.4% | | Gross Margin | 34.6% | 30.0% | +4.6 percentage points | | Net Profit | 11.2 | 23.7 | -52.7% | - The decrease in net profit was primarily due to efforts to enhance operational efficiency, optimize business structure, incubate private labels, optimize transaction terms, adjust product portfolio, improve channel profit structure, as well as a RMB 9.1 million gain from equity transfer in the prior period and an increase of RMB 3.1 million in impairment losses compared to the prior period[15] Analysis of Key Financial Data This section provides a detailed analysis of the company's revenue, gross profit and gross margin, operating profit, and earnings per share for H1 2025, noting a 5.4% year-on-year decrease in total revenue, which becomes a 2.5% increase when excluding terminated brand collaborations, driven by strong growth in health products, a significant 4.6 percentage point improvement in overall gross margin due to product structure optimization and improved channel profitability, and a decline in operating profit and EPS, though operating profit increased after excluding non-operating items Revenue Total revenue for H1 2025 was RMB 580.1 million, a 5.4% year-on-year decrease, with the declining trend slowing, primarily driven by improved operational efficiency of existing brands, new brand incubation (private label health food brand revenue grew 729.1%), and the impact of terminated collaborations with some personal care brands, resulting in an increased proportion of B2B business and a significant 42.9% growth in health product revenue - Total revenue was RMB 580.1 million, a 5.4% decrease compared to the same period last year, with the overall declining trend slowing[16] - Revenue growth was driven by improving operational efficiency of existing brands, strengthening cooperation with brand partners, and accelerating new brand incubation (newly incubated private label health food brand contributed RMB 14.0 million in revenue, a 729.1% increase compared to the same period last year)[16] - Revenue decline was due to strategic cooperation adjustments, including the termination of collaboration with a personal care brand during the reporting period, leading to a decrease in revenue from that brand compared to the same period last year[16] Revenue by Business Model | Business Model | 2025 (RMB thousand) | 2025 (%) | 2024 (RMB thousand) | 2024 (%) | | :--- | :--- | :--- | :--- | :--- | | Goods Sales | | | | | | B2B | 287,721 | 49.6 | 271,246 | 44.3 | | B2C | 290,369 | 50.0 | 337,666 | 55.1 | | Services Provided | 1,985 | 0.4 | 4,392 | 0.6 | | Total | 580,075 | 100.0 | 613,304 | 100.0 | Revenue by Product Category | Product Category | 2025 (RMB thousand) | 2025 (%) | 2024 (RMB thousand) | 2024 (%) | YoY Change | | :--- | :--- | :--- | :--- | :--- | :--- | | Adult Personal Care Products | 357,390 | 61.5 | 399,409 | 65.3 | -10.5% | | Baby Personal Care Products | 44,464 | 7.7 | 63,236 | 10.3 | -29.7% | | Beauty Products | 58,144 | 10.0 | 50,899 | 8.3 | +14.2% | | Health Products | 86,902 | 15.0 | 60,816 | 9.9 | +42.9% | | Others | 31,190 | 5.4 | 34,552 | 5.6 | -9.7% | | Services Provided | 1,985 | 0.4 | 4,392 | 0.6 | -54.8% | - Health product revenue increased by 42.9% compared to the same period last year, primarily due to RMB 14.0 million in revenue from the newly incubated private label health food brand Vanpearl, RMB 12.5 million in incremental revenue from newly introduced health brands, and strategic and channel adjustments[19] - Service revenue decreased by 54.8% compared to the same period last year, mainly due to the Group terminating some e-commerce operation businesses that showed no growth[19] Gross Profit and Gross Margin In H1 2025, the overall gross margin increased by 4.6 percentage points to 34.6%, primarily due to optimized transaction terms with brand partners, a higher sales proportion of high-margin health products, and a restructured channel profit mix, with B2C business gross margin significantly growing, adult and baby personal care gross margins improving, beauty product gross margin slightly decreasing, and health product gross margin rising due to new brands and product structure optimization - Overall gross margin for the six months ended June 30, 2025, was 34.6%, an increase of 4.6 percentage points from 30.0% in the same period last year[20] - The improvement in gross margin was attributed to strengthened synergistic cooperation with brand partners, optimizing transaction terms for key products, continuous optimization of product structure with an increased sales proportion of high-margin health products, and restructuring of the channel profit mix to increase the revenue contribution from high-margin channels[20] Gross Profit and Gross Margin by Business Model | Business Model | 2025 Gross Profit (RMB thousand) | 2025 Gross Margin (%) | 2024 Gross Profit (RMB thousand) | 2024 Gross Margin (%) | | :--- | :--- | :--- | :--- | :--- | | Goods Sales | | | | | | B2B | 41,809 | 14.5 | 40,748 | 15.0 | | B2C | 157,085 | 54.1 | 139,434 | 41.3 | | Services Provided | 1,581 | 79.6 | 3,539 | 80.6 | | Total | 200,475 | 34.6 | 183,721 | 30.0 | Gross Profit and Gross Margin by Product Category | Product Category | 2025 Gross Profit (RMB thousand) | 2025 Gross Margin (%) | 2024 Gross Profit (RMB thousand) | 2024 Gross Margin (%) | | :--- | :--- | :--- | :--- | :--- | | Adult Personal Care Products | 110,456 | 30.9 | 100,001 | 25.0 | | Baby Personal Care Products | 16,664 | 37.5 | 20,978 | 33.2 | | Beauty Products | 19,407 | 33.4 | 17,543 | 34.5 | | Health Products | 36,112 | 41.6 | 24,710 | 40.6 | | Others | 16,255 | 52.1 | 16,950 | 49.1 | | Services Provided | 1,581 | 79.6 | 3,539 | 80.6 | | Total | 200,475 | 34.6 | 183,721 | 30.0 | - Gross margin for adult personal care products increased by 5.9 percentage points compared to the same period last year, primarily due to deeper cooperation with brand partners, improved transaction terms, and increased gross margin in B2C channels[24] - Gross margin for health products increased by 1.0 percentage point compared to the same period last year, mainly due to higher gross margins from newly introduced health brands and private label health food brands, as well as changes in product structure due to ample supply of high-margin products[24] Operating Profit and Earnings Per Share In H1 2025, operating profit was RMB 12.3 million, a year-on-year decrease of RMB 4.1 million, mainly impacted by increased impairment losses and the termination of some brand collaborations, though operating profit increased by 13.6% year-on-year after excluding the impact of terminated collaborations, with basic earnings per share at RMB 0.07, down from RMB 0.15 in the prior period Operating Profit | Indicator | 2025 H1 (RMB million) | 2024 H1 (RMB million) | YoY Change | | :--- | :--- | :--- | :--- | | Operating Profit | 12.3 | 16.4 | -4.1 | - The decrease in operating profit was primarily due to an increase in impairment losses of RMB 3.1 million compared to the same period last year, and the termination of collaborations with some brands[25] - Excluding the impact of terminating collaboration with a certain brand, overall operating profit increased by 13.6% compared to the same period last year[25] Basic Earnings Per Share | Indicator | 2025 H1 (RMB) | 2024 H1 (RMB) | | :--- | :--- | :--- | | Basic Earnings Per Share | 0.07 | 0.15 | Liquidity and Financial Resources As of June 30, 2025, cash and cash equivalents totaled RMB 364.7 million, with net cash outflow from operating activities of RMB 90.2 million primarily due to inventory purchases for new brands and extended collection cycles for B2B receivables, net cash outflow from investing activities of RMB 0.6 million, and net cash inflow from financing activities of RMB 16.7 million, resulting in a low asset-liability ratio of -18.6% - Cash and cash equivalents amounted to RMB 364.7 million as of June 30, 2025[27] Cash Flow | Cash Flow Category | 2025 H1 (RMB thousand) | 2024 H1 (RMB thousand) | | :--- | :--- | :--- | | Net cash (used in)/generated from operating activities | (90,177) | 88,648 | | Net cash used in investing activities | (570) | (8,728) | | Net cash generated from/(used in) financing activities | 16,709 | (52,808) | | Net (decrease)/increase in cash and cash equivalents | (74,038) | 27,112 | - The net cash outflow from operating activities was primarily due to increased inventory purchases for new brand launches and extended collection cycles for trade receivables due to the expansion of B2B business[28] - The net cash generated from financing activities was mainly due to increased net borrowings to meet the Group's funding needs for new business expansion[30] - As of June 30, 2025, the asset-liability ratio was -18.6% (December 31, 2024: -32.5%), indicating a low level and ample cash on hand[31] Bank and Other Borrowings, Pledges of Assets As of June 30, 2025, the Group's total borrowings amounted to RMB 223.4 million, primarily bank borrowings, of which RMB 187.7 million were guaranteed by the company and its subsidiaries, with borrowings mainly at fixed interest rates and unused bank facilities totaling RMB 155.4 million - As of June 30, 2025, the Group's total borrowings amounted to RMB 223.4 million, primarily consisting of bank borrowings[32] - Borrowings totaling approximately RMB 187.7 million were guaranteed by the Company and its subsidiaries[32] - The Group's borrowing interest rates are primarily fixed rates[32] - As of June 30, 2025, the Group's unused bank facilities amounted to RMB 155.4 million[33] Capital Expenditure and Commitments For the six months ended June 30, 2025, capital expenditure was RMB 0.6 million, compared to zero in the prior period, and the Group had no significant capital commitments at period-end - For the six months ended June 30, 2025, the Group's capital expenditure was RMB 0.6 million (compared to zero in the same period of 2024)[34] - As of June 30, 2025, the Group had no significant capital commitments[34] Future Plans for Material Investments and Capital Assets As of June 30, 2025, the Group had no other plans for material investments and capital assets - As of June 30, 2025, the Group had no other plans for material investments and capital assets[35] Material Investments Held For the six months ended June 30, 2025, the Group held no material investments in the equity of any other companies - For the six months ended June 30, 2025, the Group held no material investments in the equity of any other companies[36] Material Acquisitions and Disposals of Subsidiaries, Associates and Joint Ventures For the six months ended June 30, 2025, the Group did not undertake any material acquisitions or disposals of subsidiaries, associates, or joint ventures - For the six months ended June 30, 2025, the Group did not undertake any material acquisitions or disposals of subsidiaries, associates, or joint ventures[37] Employees and Remuneration Policy As of June 30, 2025, the Group had 199 employees, primarily located in China with some in Japan, and implements fair and reasonable remuneration management and performance appraisal systems, offering competitive compensation, discretionary bonuses, and welfare programs, along with internal and external training, maintaining stable employee relations with no significant labor disputes - As of June 30, 2025, the Group had a total of 199 employees, with the majority located in China (Shanghai, Hangzhou, Beijing, etc.), and some in Japan[38] - Remuneration is determined by reference to market conditions and individual employee performance, qualifications, and experience, offering competitive compensation, discretionary bonuses, and welfare programs[38] - The Group provides various internal and external training, maintains stable employee relations, and has not experienced any strikes or other labor disputes that significantly impacted its business activities[38] Foreign Exchange Risk The Group primarily operates in mainland China, with most transactions settled in RMB, and foreign exchange risk mainly arises from fluctuations in USD and JPY exchange rates against RMB, which may affect its financial position and operating results - The Group primarily operates in mainland China, with most transactions settled in RMB[39] - The foreign exchange risk borne by the Group primarily arises from fluctuations in the exchange rates of USD and JPY against RMB[39] Trade and Other Receivables As of June 30, 2025, trade receivables totaled RMB 191.3 million, an increase of RMB 22.1 million from the end of 2024, mainly due to the expansion of B2B business, with impairment provisions for trade receivables increasing by RMB 5.9 million to RMB 48.1 million, and overall turnover days remaining at 41.9 days; related party receivables (Shanghai Xuyi) amounted to RMB 61.1 million, with an impairment provision of RMB 42.0 million, and other receivables increased by RMB 21.1 million to RMB 131.9 million, primarily due to extended settlement cycles for some supplier rebates - Trade receivables amounted to RMB 191.3 million as of June 30, 2025, an increase of RMB 22.1 million from December 31, 2024, primarily due to the expansion of Tmall and JD B2B businesses[41] - Impairment provisions for trade receivables amounted to RMB 48.1 million as of June 30, 2025, an increase of RMB 5.9 million from December 31, 2024, mainly due to impairment provisions made for Shanghai Xuyi Industrial Co., Ltd[41] - Trade receivables turnover days remained at a healthy level of 41.9 days as of June 30, 2025 (December 31, 2024: 38.1 days)[41] - Related party receivables associated with associate Shanghai Xuyi amounted to RMB 61.1 million, with a total expected credit loss provision of RMB 42.0 million recognized[42] - Other receivables increased by RMB 21.1 million from RMB 110.8 million as of December 31, 2024, to RMB 131.9 million as of June 30, 2025, primarily due to extended settlement cycles for some supplier rebates[42] - Impairment provisions for other receivables amounted to RMB 4.9 million as of June 30, 2025, an increase of RMB 1.0 million from December 31, 2024, mainly due to risks in recovering office deposits from early termination of the Shanghai office lease[42] Contingent Liabilities For the six months ended June 30, 2025, the Group had no significant contingent liabilities - For the six months ended June 30, 2025, the Group had no significant contingent liabilities[43] Events After Reporting Period The Group had no significant events after June 30, 2025, and up to the date of this interim report - The Group had no significant events after June 30, 2025, and up to the date of this interim report[44] No Material Changes There have been no material changes in the company's business since the publication of its latest annual report for the year ended December 31, 2024 - There have been no material changes in the company's business since the publication of its latest annual report for the year ended December 31, 2024[45] Outlook Looking ahead to H2 2025, the Group will focus on brand incubation (private label and co-created brands in health food and skincare), overseas expansion (prioritizing Southeast Asia and North America through cross-border D2C, chain pharmacies, and KOL collaborations), and refined operations (supported by a digital middle platform to integrate R&D, supply chain, and marketing data, optimizing cost structure and user experience) to achieve long-term sustainable growth - Brand incubation will accelerate the development of private labels in health food and skincare, while co-creating brands with quality partners to build a diversified product matrix[46] - Overseas expansion will adhere to a strategy of "localization and compliance first, brand storytelling first, and channel deepening in parallel," prioritizing Southeast Asia and North America markets through cross-border D2C, key chain pharmacies, and local KOL ecosystem collaborations[46] - Refined operations will be supported by a digital middle platform, integrating R&D, supply chain, and marketing data to enable refined product selection, flexible supply chains, and precise targeting, continuously optimizing cost structure and user experience[46] Other Information Corporate Governance Practices The company is committed to maintaining high standards of corporate governance and has adopted the Corporate Governance Code set out in Appendix C1 of the HKEX Listing Rules, generally complying with the code for the six months ended June 30, 2025, with the exception of the Chairman and CEO roles being held by Mr. Wang Yong, which the Board believes provides strong and consistent leadership with sufficient checks and balances - The Company has adopted the Corporate Governance Code and has complied with all applicable code provisions under the Code for the six months ended June 30, 2025 (except as disclosed below)[48] - A deviation from the Code is that the roles of Chairman of the Board and Chief Executive Officer are currently held by Mr. Wang Yong, which deviates from Code Provision C.2.1 (requiring separation of the roles of chairman and chief executive officer)[49] - The Board explains that given Mr. Wang Yong's significant contributions and extensive experience, his dual role provides strong and consistent leadership for the Group and facilitates effective implementation of business strategies, with the Board believing there are sufficient checks and balances and that directors are aware of and committed to fulfilling their fiduciary duties[49][50] Human Resources Management and Internal Control As of June 30, 2025, the Group had 199 employees, with women comprising 72.3%, and the company provides equal employment opportunities, implements fair remuneration and performance appraisal, offers internal training, maintains high corporate governance standards, requires all employees to adhere to a code of conduct, regularly reviews internal control policies, and has a whistleblowing email and internal audit department - As of June 30, 2025, the Group employed a total of 199 employees, of whom 72.3% were female employees[52] - Human resources policy is committed to providing equal employment opportunities to all qualified applicants, implementing fair and reasonable remuneration management and performance appraisal systems, and offering internal training and sharing sessions conducive to employee career development[51] - Internal control requires all employees to adhere to the Group's code of conduct, regularly review and update internal control policies, procedures, and guidelines, establish a dedicated email for reporting any misconduct, and an internal audit department responsible for conducting internal compliance reviews[52] - In H1 2025, the Group organized 26 employee training sessions, covering business introduction, industry and market understanding, corporate culture, and comprehensive capability enhancement[52] Corporate Social Responsibility In H1 2025, the Group actively fulfilled its corporate social responsibility by engaging in multi-dimensional charitable activities, including donating books, computers, and sanitary napkins (valued over RMB 110,000) to Huishui County, Guizhou Province, donating sanitary napkins and mosquito repellent (valued nearly RMB 10,000) to Shenzhen Charity Federation, hosting a birthday party for special needs teenagers at Shanghai Changning Fudu School, and donating RMB 30,000 to the Beijing Entrepreneurs Environmental Protection Foundation - Charitable donations included 4,000 books, 15 computers, and over 430 packs of Sofy sanitary napkins, valued at over RMB 110,000, to the Huishui County Care for the Next Generation Working Committee in Guizhou Province[53] - Emergency relief support involved donating nearly 800 packs of Sofy sanitary napkins and 180 bottles of Earth Chemical mosquito repellent, valued at nearly RMB 10,000, through the Shenzhen Charity Federation to specifically support emergency relief projects by Haiyun Social Work Service Center in Yantian District, Shenzhen[53] - Community activities saw Group volunteers visit Shanghai Changning Fudu School to host a joyful and warm tenth birthday party for special needs teenagers[53] - Environmental donation included RMB 30,000 to the Beijing Entrepreneurs Environmental Protection Foundation for its environmental public welfare projects[53] Standard Code for Securities Transactions by Directors The company has adopted the Standard Code for Securities Transactions by Directors as set out in Appendix C3 of the Listing Rules, and all directors confirmed compliance for the six months ended June 30, 2025, with no violations by employees potentially possessing inside information - Following specific inquiries to all Directors, each Director has confirmed that they have complied with the standard requirements set out in the Standard Code for the six months ended June 30, 2025[54] - The Company is not aware of any instances of employees who may possess inside information of the Company violating the Standard Code[54] Interim Dividend The Board resolved not to declare any interim dividend for the six months ended June 30, 2025 (2024: HKD 0.25) - The Board resolved not to declare any interim dividend for the six months ended June 30, 2025 (for the six months ended June 30, 2024: HKD 0.25)[55] Audit Committee The Board has established an Audit Committee comprising three independent non-executive directors, with Mr. Wu Jinhua as Chairman, whose primary responsibilities include reviewing the company's financial information and overseeing financial reporting, risk management, and internal control procedures, and the Committee has jointly reviewed the unaudited condensed consolidated interim results for the six months ended June 30, 2025, with the Board - The Board has established an Audit Committee, comprising three independent non-executive Directors: Mr. Wu Jinhua (Chairman), Mr. Wei Hang, and Ms. Xin Honghua[56] - Its primary responsibilities include reviewing the Company's financial information and overseeing the Company's financial reporting system, risk management, and internal control procedures[56] - The Audit Committee has jointly reviewed the Group's unaudited condensed consolidated interim results for the six months ended June 30, 2025, with the Board[56] Changes in Directors' Information On March 28, 2025, Independent Non-executive Director Mr. Wu Jinhua was re-designated from a member of the Nomination Committee to a member of the Remuneration Committee, and Ms. Xin Honghua was re-designated from a member of the Remuneration Committee to a member of the Nomination Committee - On March 28, 2025, Mr. Wu Jinhua, an independent non-executive Director, was re-designated from a member of the Nomination Committee to a member of the Remuneration Committee, while Ms. Xin Honghua, an independent non-executive Director, was re-designated from a member of the Remuneration Committee to a member of the Nomination Committee[57] Purchase, Sale or Redemption of the Company's Listed Securities For the six months ended June 30, 2025, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities, 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[59] - As of June 30, 2025, the Company did not hold any treasury shares[59] Use of Proceeds from Listing The company was listed on July 12, 2021, with net proceeds of approximately HKD 320 million, and the Board resolved on December 23, 2024, to change the intended use and update the timeline for the unutilized net proceeds; as of June 30, 2025, HKD 277 million has been utilized, with HKD 43 million remaining, expected to be fully utilized by December 31, 2027 - The Company was listed on July 12, 2021, with total net proceeds of approximately HKD 320 million after deducting expenses[60] - The Board resolved on December 23, 2024, to change the intended use of the unutilized net proceeds and update the estimated timeline for full utilization[61] Use of Listing Proceeds and Utilization Status | Item | Revised Allocation (HKD million) | Unutilized as of Dec 31, 2024 (HKD million) | Utilized for 6 months ended Jun 30, 2025 (HKD million) | Utilized as of Jun 30, 2025 (HKD million) | Unutilized as of Jun 30, 2025 (HKD million) | Expected Timeline | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Investment in social media marketing & advertising, development of private labels, enrichment of brand portfolio & strengthening supply chain management | 174 | 5 | 5 | 174 | 0 | Not applicable | | Enrichment of health product brands & product categories | 50 | 0 | 0 | 50 | 0 | Not applicable | | Strengthening technology systems & data analytics capabilities | 22 | 3 | 2 | 21 | 1 | On or before Dec 31, 2027 | | Seeking strategic investments in technology companies & O2O service providers | 0 | 0 | 0 | 0 | 0 | Not applicable | | Working capital & general corporate purposes | 32 | 0 | 0 | 32 | 0 | Not applicable | | Acquisitions & strategic investments/collaborations with brands in health & beauty sectors | 42 | 42 | 0 | 0 | 42 | On or before Dec 31, 2027 | | Total | 320 | 50 | 7 | 277 | 43 | | - As of June 30, 2025, the remaining unutilized net proceeds amounted to HKD 43 million, expected to be fully utilized on or before December 31, 2027[61] Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares and Debentures As of June 30, 2025, directors and the chief executive held interests in the company's shares as follows: Mr. Wang Yong held 64,392,700 shares (approximately 38.82%) through controlled corporations, and Ms. Chen Weiwei held 350,000 shares (approximately 0.21%) through controlled corporations, with all disclosed interests being long positions Directors' Shareholdings | Director Name | Capacity and Nature of Interest | Number of Shares Held | Approximate Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Mr. Wang Yong | Interest in controlled corporation | 64,392,700 | 38.82% | | Ms. Chen Weiwei | Interest in controlled corporation | 350,000 | 0.21% | - All stated interests are long positions[63] Substantial Shareholders' Interests and Short Positions in Shares and Underlying Shares As of June 30, 2025, substantial shareholders (excluding directors or chief executives) held interests in the company's shares as follows: Wisdom Oasis held 64,392,700 shares (approximately 38.82%), and Transcosmos Inc. held 57,264,100 shares (approximately 34.52%), with all disclosed interests being long positions Substantial Shareholders' Shareholdings | Shareholder Name | Capacity and Nature of Interest | Number of Shares Held | Approximate Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Wisdom Oasis | Beneficial owner | 64,392,700 | 38.82% | | Transcosmos Inc. | Beneficial owner | 57,264,100 | 34.52% | - All stated interests are long positions[64] Directors' Rights to Acquire Shares or Debentures For the six months ended June 30, 2025, no director, their spouse, or minor children were granted any rights to benefit from acquiring shares or debentures of the company, nor did any director exercise any such rights - For the six months ended June 30, 2025, no director or their respective spouse or minor children were granted any rights to benefit from acquiring shares or debentures of the Company, nor did any director exercise any such rights[65] 2022 Restricted Share Unit Scheme The company adopted the 2022 Restricted Share Unit Scheme to recognize and reward participants' contributions and attract talent, with a maximum of 5,475,525 shares (approximately 3.3% of total issued shares) available for awards, and no awards were granted, vested, cancelled, or lapsed under the scheme for the six months ended June 30, 2025 - The scheme aims to recognize and reward participants' contributions to the Group, thereby attracting top talent and providing them with additional incentives to maintain and further promote the success of the Group's business[66] - The maximum number of shares that may be granted as awards is 5,475,525 shares (excluding lapsed or cancelled awards), which is approximately 3.3% of the total issued shares as of the date of this interim report[66] - No awards were granted under the 2022 Restricted Share Unit Scheme during the six months ended June 30, 2025, thus the number of shares that could be issued for awards under the scheme divided by the weighted average number of issued shares (excluding treasury shares) during the reporting period was zero; no awards under the 2022 Restricted Share Unit Scheme were vested, cancelled, or lapsed during the reporting period[67] Interim Condensed Consolidated Statement of Comprehensive Income For the six months ended June 30, 2025, the company reported revenue of RMB 580,075 thousand, gross profit of RMB 200,475 thousand, and profit for the period of RMB 11,203 thousand, with basic earnings per share at RMB 0.07 2025 H1 Key Financial Data (Consolidated Statement) | Indicator | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Revenue | 580,075 | 613,304 | | Cost of sales | (379,600) | (429,583) | | Gross profit | 200,475 | 183,721 | | Selling and marketing expenses | (158,492) | (135,237) | | General and administrative expenses | (20,861) | (25,653) | | Research and development expenses | (2,067) | (2,251) | | Net impairment losses on financial assets | (6,838) | (3,756) | | Other income | 188 | 39 | | Other losses | (133) | (435) | | Operating profit | 12,272 | 16,428 | | Net finance income | 1,307 | 2,841 | | Share of net (loss)/profit of associates and joint ventures | (121) | 9,016 | | Profit before income tax | 13,458 | 28,285 | | Income tax expense | (2,255) | (4,576) | | Profit for the period | 11,203 | 23,709 | | Total other comprehensive income | 6,171 | (9,647) | | Total comprehensive income for the period | 17,374 | 14,062 | | Basic earnings per share (RMB) | 0.07 | 0.15 | Interim Condensed Consolidated Statement of Financial Position As of June 30, 2025, the company's total assets were RMB 1,178,556 thousand, a slight decrease from the end of 2024, with total current assets at RMB 1,072,141 thousand, including an increase in inventories to RMB 298,730 thousand and trade and other receivables to RMB 270,235 thousand, while total equity was RMB 737,847 thousand and total current liabilities were RMB 413,156 thousand 2025 June 30 Key Balance Sheet Data | Indicator | 2025 Jun 30 (RMB thousand) | 2024 Dec 31 (RMB thousand) | | :--- | :--- | :--- | | Assets | | | | Total non-current assets | 106,415 | 103,357 | | Total current assets | 1,072,141 | 1,086,596 | | Total assets | 1,178,556 | 1,189,953 | | Equity | | | | Equity attributable to owners of the Company | 736,840 | 719,467 | | Non-controlling interests | 1,007 | 1,006 | | Total equity | 737,847 | 720,473 | | Liabilities | | | | Total non-current liabilities | 27,553 | 28,578 | | Total current liabilities | 413,156 | 440,902 | | Total liabilities | 440,709 | 469,480 | - Inventories as of June 30, 2025, amounted to RMB 298,730 thousand, an increase from RMB 264,986 thousand as of December 31, 2024[70] - Trade and other receivables as of June 30, 2025, amounted to RMB 270,235 thousand, an increase from RMB 233,873 thousand as of December 31, 2024[70] - Cash and cash equivalents as of June 30, 2025, amounted to RMB 364,716 thousand, a decrease from RMB 438,576 thousand as of December 31, 2024[70] Interim Condensed Consolidated Statement of Changes in Equity As of June 30, 2025, equity attributable to owners of the Company increased to RMB 736,840 thousand from RMB 719,467 thousand at the beginning of the period, primarily due to profit for the period of RMB 11,203 thousand and other comprehensive income of RMB 6,170 thousand 2025 H1 Changes in Equity | Indicator | Jan 1, 2025 (RMB thousand) | Profit for the period (RMB thousand) | Other comprehensive income (RMB thousand) | Jun 30, 2025 (RMB thousand) | | :--- | :--- | :--- | :--- | :--- | | Equity attributable to owners of the Company | 719,467 | 11,203 | 6,170 | 736,840 | | Non-controlling interests | 1,006 | – | 1 | 1,007 | | Total equity | 720,473 | 11,203 | 6,171 | 737,847 | - Profit for the period attributable to owners of the Company was RMB 11,203 thousand[72] - Other comprehensive income attributable to owners of the Company was RMB 6,170 thousand[72] Interim Condensed Consolidated Statement of Cash Flows For the six months ended June 30, 2025, net cash outflow from operating activities was RMB 90,177 thousand, net cash outflow from investing activities was RMB 570 thousand, and net cash inflow from financing activities was RMB 16,709 thousand, with cash and cash equivalents at period-end totaling RMB 364,716 thousand 2025 H1 Cash Flow | Cash Flow Category | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Net cash (used in)/generated from operating activities | (90,177) | 88,648 | | Net cash used in investing activities | (570) | (8,728) | | Net cash generated from/(used in) financing activities | 16,709 | (52,808) | | Net (decrease)/increase in cash and cash equivalents | (74,038) | 27,112 | | Cash and cash equivalents at beginning of period | 438,576 | 338,397 | | Effect of exchange rate changes | 178 | (96) | | Cash and cash equivalents at end of period | 364,716 | 365,413 | - Cash outflow from operating activities was primarily due to cash used in operations of RMB 95,267 thousand, partially offset by interest received and income tax[73] - Cash inflow from financing activities primarily came from proceeds from third-party borrowings of RMB 181,119 thousand, partially offset by repayment of borrowings and interest paid[73] Notes to the Interim Condensed Consolidated Financial Information General Information The company was incorporated in the Cayman Islands on October 31, 2019, as an investment holding company, with the Group primarily engaged in goods sales (B2B and B2C) and brand online operation services in China, Mr. Wang Yong as the ultimate controlling shareholder, and its shares listed on the Main Board of the Hong Kong Stock Exchange on July 12, 2021; this interim financial information is presented in RMB thousand and was approved by the Board on August 29, 2025 - The Company was incorporated as an exempted company in the Cayman Islands on October 31, 2019, under the laws of the Cayman Islands[74] - The Group is principally engaged in goods sales (B2B and B2C) and online operation and digital marketing services for brand partners in the People's Republic of China[74] - Mr. Wang Yong is the ultimate controlling shareholder of the Company[74] - The Company completed its initial public offering, and its shares were listed on the Main Board of The Stock Exchange of Hong Kong Limited on July 12, 2021[75] - This interim condensed consolidated financial information is presented in RMB thousand and was approved by the Board on August 29, 2025[76][77] Basis of Presentation These interim condensed consolidated financial statements are prepared in accordance with International Accounting Standard 34 "Interim Financial Reporting" and apply consistent accounting policies and measurement methods as the annual consolidated financial statements for December 31, 2024, with the first-time adoption of IAS 21 Amendment "Lack of Exchangeability" during this period having no significant impact on the Group's results and financial position - These interim condensed consolidated financial statements have been prepared in accordance with International Accounting Standard 34 – "Interim Financial Reporting"[81] - Prepared using accounting policies and measurement methods consistent with those applied in the Company's annual consolidated financial statements for December 31, 2024[79] - During this interim period, the Group has for the first time applied the IAS 21 Amendment "Lack of Exchangeability" issued by the International Accounting Standards Board to the unaudited interim financial information, but it has no significant impact on the Group's results and financial position[79] Critical Accounting Estimates and Judgements Significant accounting judgments and estimates recognized in the company's interim condensed consolidated financial statements have remained largely unchanged since December 31, 2024 - Significant accounting judgments and estimates have remained largely unchanged since December 31, 2024[83] Financial Risk Management and Financial Instruments The Group's operations are exposed to market risks (foreign exchange, interest rate), credit risk, and liquidity risk, with risk management policies unchanged since December 31, 2024; fair value estimates for financial instruments are classified into three levels, with investments in private equity funds categorized as Level 3 (based on unobservable inputs), and the carrying amounts of the Group's current financial assets and liabilities approximate their fair values - The Group's operating activities are exposed to various financial risks: market risk (including foreign exchange risk and cash flow and fair value interest rate risk), credit risk, and liquidity risk[84] - Risk management policies have remained unchanged since December 31, 2024[85] - Financial instruments can be classified into Level 1 (quoted prices in active markets), Level 2 (observable inputs), and Level 3 (unobservable inputs) based on the hierarchy of inputs used in fair value measurement[86][87][88] - The Group's financial assets measured at fair value include investments in private equity funds, whose fair values are estimated based on unobservable inputs (Level 3)[90] - Specific valuation techniques used to value financial instruments include market quotations for similar instruments, discounted cash flow models, and a combination of unobservable inputs (such as expected future cash flows and discount rate assumptions) and observable inputs[92][93] - Due to their short maturities, the carrying amounts of the Group's current financial assets and financial liabilities approximate their fair values[96] Segment Information The Group's chief operating decision maker (CEO) reviews the consolidated results, and the Group primarily operates in China, with most non-current assets and revenue located in China, thus no segment information is presented - The Group's chief operating decision maker has been identified as the Chief Executive Officer, who reviews the Group's consolidated results[97] - The Group primarily operates in China, with most non-current assets and revenue located in China[97] - Therefore, no segment information is presented for the six months ended June 30, 2025, and 2024[98] Revenue For the six months ended June 30, 2025, the Group's revenue primarily derived from goods sales (B2B and B2C) and services provided, mainly generated in China, with Customer A being a major client contributing RMB 180,982 thousand in revenue Revenue by Recognition Time | Recognition Time | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Goods sales (at a point in time) | 578,090 | 608,912 | | Services provided (over time) | 1,985 | 4,392 | | Total | 580,075 | 613,304 | - The Group's revenue for the six months ended June 30, 2025, and 2024, was primarily generated in China[100] Major Customer Revenue | Customer | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Customer A | 180,982 | 196,072 | Expenses by Nature For the six months ended June 30, 2025, the Group's major expenses included cost of goods sold of RMB 379,149 thousand, selling and marketing expenses of RMB 84,332 thousand, warehousing and logistics expenses of RMB 50,915 thousand, and employee benefit expenses of RMB 36,273 thousand, with total expenses amounting to RMB 561,020 thousand Expenses by Nature | Expense Category | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Cost of goods sold | 379,149 | 429,094 | | Selling and marketing expenses | 84,332 | 45,794 | | Warehousing and logistics expenses | 50,915 | 60,197 | | Employee benefit expenses | 36,273 | 45,858 | | Depreciation and amortisation expenses | 3,768 | 3,862 | | Office expenses | 902 | 1,616 | | Auditor's remuneration | 1,060 | 940 | | Others | 4,621 | 5,363 | | Total | 561,020 | 592,724 | Net Finance Income For the six months ended June 30, 2025, the Group's net finance income was RMB 1,307 thousand, primarily comprising bank interest income of RMB 4,524 thousand less interest expense on borrowings of RMB 3,217 thousand Net Finance Income | Indicator | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Bank interest income | 4,524 | 5,538 | | Interest expense on borrowings | (3,217) | (2,697) | | Net finance income | 1,307 | 2,841 | Income Tax Expense For the six months ended June 30, 2025, income tax expense was RMB 2,255 thousand, comprising current income tax of RMB 5,106 thousand and deferred income tax credit of RMB 2,851 thousand, with the company exempt from tax in the Cayman Islands and BVI, subject to Hong Kong profits tax at 8.25%/16.5%, Japanese corporate income tax at approximately 30%, and China corporate income tax at 25%, potentially involving 5% or 10% withholding tax Income Tax Expense | Indicator | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Current income tax | (5,106) | (4,243) | | Deferred income tax | 2,851 | (333) | | Income tax expense | (2,255) | (4,576) | - Entities in the Cayman Islands and British Virgin Islands are exempt from income or capital gains tax[106][107] - Hong Kong profits tax is levied at 8.25% on assessable profits up to HKD 2,000,000 and 16.5% on profits exceeding this amount[108] - Japanese corporate income tax is levied at an effective statutory rate of approximately 30%[109] - China corporate income tax is levied at a general rate of 25%[110] - Profits distributed by Chinese companies to foreign investors are subject to a withholding tax rate of 5% or 10%[111] Earnings Per Share For the six months ended June 30, 2025, the net profit attributable to owners of the Company was RMB 11,203 thousand, with a weighted average of 165,894,700 ordinary shares outstanding, resulting in basic earnings per share of RMB 0.07, and diluted earnings per share being equal to basic earnings per share due to the absence of potential dilutive ordinary shares - Basic earnings per share are calculated by dividing the profit attributable to owners of the Company by the weighted average number of ordinary shares outstanding during the interim period[112] Basic Earnings Per Share | Indicator | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Net profit attributable to owners of the Company | 11,203 | 24,422 | | Weighted average number of ordinary shares outstanding | 165,894,700 | 165,894,700 | | Basic earnings per share (RMB) | 0.07 | 0.15 | - For the six months ended June 30, 2025, and 2024, the Company had no potential dilutive ordinary shares, thus diluted earnings per share were equal to basic earnings per share[113] Inventories As of June 30, 2025, total inventories amounted to RMB 306,102 thousand, with a net value of RMB 298,730 thousand after deducting provisions of RMB 7,372 thousand, and inventory provisions decreased from RMB 7,866 thousand at the beginning of the period, mainly due to a reversal of RMB 823 thousand from profit or loss Inventory Balance | Indicator | 2025 Jun 30 (RMB thousand) | 2024 Dec 31 (RMB thousand) | | :--- | :--- | :--- | | Goods | 306,102 | 272,852 | | Less: Provisions | (7,372) | (7,866) | | Net Value | 298,730 | 264,986 | Changes in Inventory Provisions | Indicator | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | At beginning of period | 7,866 | 26,932 | | Expense for the period – reversal from profit or loss | (823) | (9,851) | | Expense for the period – exchange differences | 329 | 519 | | At end of period | 7,372 | 17,600 | Trade and Other Receivables As of June 30, 2025, total trade receivables amounted to RMB 191,312 thousand, including RMB 61,141 thousand from related parties, and total other receivables amounted to RMB 131,930 thousand, with total impairment provisions of RMB 53,007 thousand, of which RMB 6,838 thousand was charged to profit or loss during the period, and the aging of both trade and other receivables was primarily within 3 months Total Trade and Other Receivables | Indicator | 2025 Jun 30 (RMB thousand) | 2024 Dec 31 (RMB thousand) | | :--- | :--- | :--- | | Trade receivables | 191,312 | 169,239 | | Other receivables | 131,930 | 110,768 | | Less: Impairment provisions | (53,007) | (46,134) | | Total | 270,235 | 233,873 | Aging Analysis of Trade Receivables | Aging | 2025 Jun 30 (RMB thousand) | 2024 Dec 31 (RMB thousand) | | :--- | :--- | :--- | | Within 3 months | 111,179 | 100,922 | | 3 to 6 months | 15,557 | 3,868 | | 6 months to 1 year | 851 | 223 | | Over 1 year | 63,725 | 64,226 | | Total | 191,312 | 169,239 | Aging Analysis of Other Receivables | Aging | 2025 Jun 30 (RMB thousand) | 2024 Dec 31 (RMB thousand) | | :--- | :--- | :--- | | Within 3 months | 128,930 | 107,610 | | 3 to 6 months | – | 158 | | 6 months to 1 year | – | 3,000 | | Over 1 year | 3,000 | – | | Total | 131,930 | 110,768 | Changes in Impairment Provisions for Trade and Other Receivables | Indicator | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | At beginning of period | 46,134 | 34,894 | | Expense for the period – charged to profit or loss | 6,838 | 3,756 | | Expense for the period – exchange differences | 35 | (25) | | At end of period | 53,007 | 38,625 | Composition of Impairment Provisions Charged to Profit or Loss | Category | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Trade receivables | 5,905 | 3,542 | | Other receivables | 933 | 214 | | Total | 6,838 | 3,756 | Borrowings As of June 30, 2025, the Group's total borrowings amounted to RMB 223,399 thousand, comprising secured or guaranteed borrowings of RMB 187,688 thousand and unsecured borrowings of RMB 35,711 thousand, with the current portion of borrowings being RMB 196,119 thousand Total Borrowings | Indicator | 2025 Jun 30 (RMB thousand) | 2024 Dec 31 (RMB thousand) | | :--- | :--- | :--- | | Secured or guaranteed borrowings | 187,688 | 176,790 | | Unsecured borrowings | 35,711 | 23,608 | | Total borrowings | 223,399 | 200,398 | - As of June 30, 2025, the current portion of borrowings was RMB 196,119 thousand[120] Trade and Other Payables As of June 30, 2025, total trade payables amounted to RMB 129,070 thousand, including RMB 121,310 thousand to third parties, and total other payables amounted to RMB 49,188 thousand, with accrued salaries of RMB 11,236 thousand and other taxes payable of RMB 6,726 thousand, and the aging of trade payables was primarily within 3 months Total Trade and Other Payables | Indicator | 2025 Jun 30 (RMB thousand) | 2024 Dec 31 (RMB thousand) | | :--- | :--- | :--- | | Trade payables | 129,070 | 179,673 | | Other payables | 49,188 | 38,467 | | Accrued salaries | 11,236 | 21,345 | | Other taxes payable | 6,726 | 6,539 | | Interest payable | 187 | 256 | | Total | 196,407 | 246,280 | Aging Analysis of Trade Payables | Aging | 2025 Jun 30 (RMB thousand) | 2024 Dec 31 (RMB thousand) | | :--- | :--- | :--- | | Within 3 months | 95,378 | 44,005 | | 3 to 6 months | 53 | 135,668 | | 6 months to 1 year | 33,639 | – | | Total | 129,070 | 179,673 | Dividends The company declared a dividend of HKD 0.5 per share for the year ended December 31, 2024, paid on July 16, 2025, and the Board resolved not to declare an interim dividend for the six months ended June 30, 2025 - The Company declared a dividend of HKD 0.5 per share for the year ended December 31, 2024, which was paid on July 16, 2025[122] - The Board resolved not to declare an interim dividend for the six months ended June 30, 2025 (for the six months ended June 30, 2024: HKD 0.25)[122] Related Party Transactions The Group engages in transactions with related parties, including controlling shareholder Mr. Wang Yong, shareholder TCI, joint venture UQH International Hong Kong, and associate Shanghai Xuyi; for the six months ended June 30, 2025, major related party transactions included purchases of goods and services from TCI of RMB 31,893 thousand and provision of deposits to Shanghai Xuyi of RMB 48,000 thousand, with related party balances including trade receivables from Shanghai Xuyi of RMB 61,141 thousand and dividends receivable from UQH International Hong Kong of RMB 20,139 thousand - Key related parties include Mr. Wang Yong (controlling shareholder of the Group), Transcosmos Inc. (TCI, shareholder of the Group), UQH International Hong Kong Limited (joint venture), and Shanghai Xuyi Industrial Co., Ltd. (associate)[123] Transactions with Related Parties | Transaction Category | Related Party | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | :--- | | Sales of goods and services | Shanghai Xuyi | – | 49 | | Return of goods | Shanghai Xuyi | (60) | – | | Purchases of goods and services | TCI | 31,893 | 23,171 | | Deposits provided | Shanghai Xuyi | 48,000 | 50,000 | | Borrowings | UQH International Hong Kong | – | 18,290 | Balances with Related Parties | Balance Category | Related Party | 2025 Jun 30 (RMB thousand) | 2024 Dec 31 (RMB thousand) | | :--- | :--- | :--- | :--- | | Trade receivables | Shanghai Xuyi | 61,141 | 61,209 | | Other receivables | TCI | 5,336 | 2,663 | | Trade payables | TCI | 7,760 | 4,658 | | Other payables | TCI | 32 | 347 | | Dividends receivable | UQH International Hong Kong | 20,139 | 20,139 |