NAMESONHLDGS：INTERIMREPORT2025.pdf

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1、CONTENTS2Corporate Information4Financial Highlights5Chairmans Statement9Management Discussion and Analysis19Other Information27Condensed Consolidated Statement of Comprehensive Income29Condensed Consolidated Balance Sheet31Condensed Consolidated Statement of Changes in Equity32Condensed Consolidated

2、 Statement of Cash Flows33Notes to the Condensed Consolidated Interim Financial InformationNAMESON HOLDINGS LIMITED/INTERIM REPORT 20252CORPORATE INFORMATIONCOMPANY SECRETARYMr.Tao Chi Keung,HKICPA,ACCAAUTHORISED REPRESENTATIVESMr.Wong Wai Yue,MHMr.Tao Chi Keung,HKICPA,ACCAREGISTERED OFFICE IN THE C

3、AYMAN ISLANDSCricket Square,Hutchins DrivePO Box 2681Grand Cayman,KY1-1111Cayman IslandsHEADQUARTERS AND PRINCIPAL PLACE OF BUSINESS IN HONG KONGUnits AC,21/F,Block 1Tai Ping Industrial Centre57 Ting Kok RoadTai Po,New TerritoriesHong KongCAYMAN ISLANDS PRINCIPAL SHARE REGISTRAR AND TRANSFER OFFICEC

4、onyers Trust Company(Cayman)LimitedCricket Square,Hutchins DrivePO Box 2681Grand Cayman,KY1-1111Cayman IslandsBOARD OF DIRECTORSExecutive DirectorsMr.Wong Wai Yue,MH(Chairman)Mr.Man Yu Hin(Chief Executive Officer)Mr.Wong Ting ChunMr.Li Po SingIndependent non-executive DirectorsMs.Fan Chiu Fun,Fanny,

5、GBM,GBS,JPMr.Kan Chung Nin,Tony,SBS,JPMr.Fan Chun Wah,Andrew,JPMr.Ip Shu Kwan,Stephen,GBS,JPBOARD COMMITTEESAudit CommitteeMr.Fan Chun Wah,Andrew,JP(Chairman)Mr.Kan Chung Nin,Tony,SBS,JPMr.Ip Shu Kwan,Stephen,GBS,JPRemuneration CommitteeMr.Kan Chung Nin,Tony,SBS,JP(Chairman)Mr.Wong Wai Yue,MHMr.Ip S

6、hu Kwan,Stephen,GBS,JPNomination CommitteeMr.Wong Wai Yue,MH(Chairman)Mr.Kan Chung Nin,Tony,SBS,JPMs.Fan Chiu Fun,Fanny,GBM,GBS,JPExecutive CommitteeMr.Wong Wai Yue,MH(Chairman)Mr.Man Yu HinMr.Wong Ting ChunMr.Li Po SingNAMESON HOLDINGS LIMITED/INTERIM REPORT 20253CORPORATE INFORMATION(CONTINUED)HON

7、G KONG SHARE REGISTRARComputershare Hong Kong Investor Services LimitedShops 1712171617th FloorHopewell Centre183 Queens Road EastWanchai,Hong KongAUDITORPricewaterhouseCoopersCertified Public AccountantsRegistered Public Interest Entity Auditor22/F,Princes BuildingCentralHong KongLEGAL ADVISERChiu&

8、Partners40/F,Jardine House1 Connaught PlaceHong KongPRINCIPAL BANKERSBank of China(Hong Kong)LimitedChina Construction Bank(Asia)Corporation LimitedDBS Bank(Hong Kong)LimitedHang Seng Bank LimitedThe Bank of East Asia,LimitedUnited Overseas Bank LimitedSTOCK CODE1982WEBSITE OF THE COMPANYhttp:/NAMES

9、ON HOLDINGS LIMITED/INTERIM REPORT 20254FINANCIAL HIGHLIGHTS21.3%22.7%18.1%15.7%11.7%10.5%2,78659232750429243963228.0%18.8%19.2%7.8%15.5%10.7%2,726764290524213423512Other countriesand regionsMainland ChinaSoutheast AsiaJapanNorth AmericaEuropeTotal2024Other countriesand regionsMainland ChinaSoutheas

10、t AsiaJapanNorth AmericaEuropeTotal2023REVENUE(HK$M)PROFIT ATTRIBUTABLE TO THE OWNERSOF THE COMPANY(HK$M)REVENUE BY GEOGRAPHICAL REGIONS(HK$M)GROSS PROFIT(HK$M)ADJUSTED NET PROFIT(Note)(HK$M)Note:Adjusted net profit is a non-HKFRS financial measure and derived from profit attributable to the owners

11、of the Company excluding realised and unrealised gains/losses from derivative financial instruments,which are income/expenses not considered as recurring in nature.We believe the adjusted net profit presented herein better reflects the Groups core operating results.06501,3001,9502,6003,2502,452.53,0

12、99.42,726.42,786.220212022202320246 months ended 30 September020010030040050060010%15%20%25%516.4422.8553.5498.017.2%16.7%18.3%19.9%17.2%16.7%18.3%19.9%Gross ProftGross Proft Margin20212022202320246 months ended 30 September0501001502002503003%6%9%12%15%18%21%289.1232.8192.5298.27.5%7.8%10.6%10.7%7.

13、5%7.8%10.6%10.7%Profit Attributable to the Owners of the CompanyProfit Margin Attributable to the Owners of the Company20212022202320246 months ended 30 September0501001502002503503000%3%6%9%12%15%18%21%289.1342.9191.7298.57.8%11.1%10.6%10.7%7.8%11.1%10.6%10.7%Adjusted Net ProftAdjusted Net Proft Ma

14、rgin20212022202320246 months ended 30 SeptemberNAMESON HOLDINGS LIMITED/INTERIM REPORT 20255CHAIRMANS STATEMENTTo Our Respected Shareholders,On behalf of the board(the“Board”)of directors(the“Directors”)of Nameson Holdings Limited(the“Company”),I am pleased to present the interim results of the Comp

15、any and its subsidiaries(the“Group”)for the six months ended 30 September 2024(“First Half of Financial Year 2025”).MARKET REVIEWThe global economic landscape has shown a complex recovery trajectory following the post-pandemic period.While the initial rebound was robust,several challenges remained i

16、n place that have tempered the recovery progress.Rising tensions between major economies have led to increased trade barriers.Brand customers have been reassessing their purchasing strategies,often resulting in an increased shift in procurement to South East Asian countries.Prolonged international c

17、onflicts and geopolitical conflicts led to fluctuating commodity prices and have further complicated recovery efforts.The navigation of the delicate balance in curbing inflation and a slightly later-than-expected interest rate cut have led to cautionary spending patterns in the First Half of Financi

18、al Year 2025.In the First Half of Financial Year 2025,export values from the Peoples Republic of China(“Mainland China”)saw a small increase of 4.9%,while Vietnam experienced an increase of 14.7%.Mainland Chinas export value of knitwear including knitted and crocheted products increased slightly by

19、2.2%,while Vietnams export value of textiles and garments increased by 8.2%.Although the downward trajectory in interest rate cuts and stimulus measures have boosted sentiment momentarily,yet the geopolitical conflicts in Ukraine and the Middle East and the presidential election in the United States

20、 of America(“USA”)may have profound impacts on economic conditions and societal dynamics.Trade tensions undoubtedly remain and persistently raises concerns in discretionary spending and optimism towards recovery.The Groups performance has demonstrated strong resilience even during challenging times

21、in the past few years,and this is exemplary of our endeavour in being adaptive to changing market dynamics.As orders continue to shift to South East Asian countries,our timely strategic investment in increasing capacity in Central Vietnam has proven to be beneficial to the Groups development.This de

22、velopment has allowed us to not only meet the changing demands of the market,but also to maintain our sales volume for knitwear products in the First Half of Financial Year 2025.This outcome reflects our agility in adapting to shifts in the supply chain and reinforces our commitment to delivering hi

23、gh-quality products to our customers as a preferred supplier.We have also placed a strong focus on maintaining a diversified customer portfolio across various regions to reduce business risks.By prioritising internal operational efficiency and enhancing customer service,we have effectively positione

24、d ourselves to respond to market demands.Our commitment to fostering a supply hub around our facilities demonstrates our proactive approach,ensuring we meet client needs promptly and reliably.These strategic initiatives have culminated in our achievement of record-high half-year profitability,highli

25、ghting the effectiveness of our efforts in navigating the complexities of the current business landscape.NAMESON HOLDINGS LIMITED/INTERIM REPORT 20256CHAIRMANS STATEMENT(CONTINUED)BUSINESS REVIEWWe have dedicated significant effort in finding an equilibrium between orders and pricing,as well as expa

26、nsion and control.We managed to achieve a modest growth in the Groups revenue,with improved profitability and margins.This demonstrates our ability to navigate challenges while enhancing our operational efficiency and financial health,positioning us for sustainable growth in the future.The Group ini

27、tiated its production capacity expansion in Vietnam in the previous year,effectively counterbalancing the softer order volumes being allocated to Mainland China for production.By prioritising shorter lead times,leveraging our proximity to supplies and enhancing logistics,we are able to fulfill more

28、orders when needed,while placing focus on maintaining healthy profit margins.This adaptability is underpinned by the strong mutual trust we have established with our customers,as well as the familiarity our staff have with streamlined workflows.These elements collectively contribute to our operation

29、al resilience and ability to respond swiftly to market demands.In the First Half of Financial Year 2025,the sales volume of our mens and womens knitwear decreased by 5.3%to 18.0 million pieces.This decline was partly attributed to a softer economic recovery in Mainland China and global markets affec

30、ting discretionary consumer spending,resulting in more cautious order placements from customers compared to initial expectations.Additionally,delayed seasonal transitions contributed to this slight decrease.Despite an overall reduction in raw material prices,which led to lower like-for-like average

31、selling prices,the blended average selling price remained stable due to an increase in the sales of cashmere products.Consequently,revenue for our mens and womens knitwear fell slightly by 5.0%to HK$2,142.5 million.The Groups total revenue increased by 2.2%to HK$2,786.2 million,contributed by an inc

32、rease in both the cashmere yarn sales and fabrics businesses.The Groups gross profit and gross profit margin improved compared to the same period last year.Selling and distribution expenses,together with general and administrative expenses in aggregate remained fairly stable as a proportion to reven

33、ue.The Group recorded a 57.5%lower net gains on disposals of property,plant and equipment in the First Half of Financial Year 2025,yet the Groups operating profit still recorded a 5.0%increase to HK$390.4 million,and a record-high half-year net profit for the period of HK$312.8 million,a 2.4%increas

34、e against the same period last year.Given the Groups consistent commitment to prudent cash management,strong cash flow,and healthy gearing ratio,the Board is pleased to declare an interim dividend of 9.8 HK cents per share to the Companys shareholders representing a payout ratio of 75%,as a gesture

35、of appreciation for our shareholders consistent trust and support.NAMESON HOLDINGS LIMITED/INTERIM REPORT 20257CHAIRMANS STATEMENT(CONTINUED)FUTURE STRATEGIES AND PROSPECTSThe outcome in the new administration from the presidential election in the USA is pivotal to global trade,policies,partnerships

36、,and the global economy.On the other hand,common expectations on further interest rate cuts may provide some stimulus to economic recovery.The dynamics point to a complex interplay of caution amongst brand customers in their procurement strategies,while the recovery pace of Mainland China and global

37、 consumption remains uncertain.Nevertheless,Vietnam has increasingly become a preferred destination for manufacturing due to its competitive costs,improving infrastructure and trade arrangements.Its strategic location has benefited when Bangladesh protests had disrupted its manufacturing progress.Ou

38、r strategic decision to expand the manufacturing facilities in Central Vietnam is set to benefit the Group in the coming years.With the support of quality suppliers,Vietnam has established itself as a key supply and manufacturing hub for numerous global brands.The Group is exceptionally well-positio

39、ned to capitalise on greater opportunities with international clients.Our ongoing commitment to improvement and product quality facilitates negotiations with new customers,and we are confident in our ability to diversify our customer portfolio,driving more profitable business and returns for the Gro

40、up.By moving early to develop our upstream cashmere yarn business,we have been expanding the business with increasing sales to satisfy both external customers and internal usage.With distinct advantages in creating sustainable materials that offer complete traceability,our cashmere yarn business is

41、making a positive contribution to the Group as anticipated.Driven by demand,we are going to shift part of this business to Vietnam as a first-mover and are highly confident that it will continue to deliver positive results for the Group.As demand for fabric increases,we recognise the significant pot

42、ential in Vietnams growing need for raw materials.We are confident that we will be well-positioned to continue to benefit when the business continues to ramp up.Meanwhile,as we immerse ourselves in the business,we remain vigilant in using existing resources and exploring more opportunities that alig

43、n with the current market demand.For instance,we have established a collaboration for fabric printing.We are confident that we will successfully navigate the value chain and gradually establish ourselves as a key raw material solutions provider in Vietnam.Our adaptable management approach has streng

44、thened the Groups resilience to challenges and refined our skills to pursue even greater excellence.NAMESON HOLDINGS LIMITED/INTERIM REPORT 20258CHAIRMANS STATEMENT(CONTINUED)We will remain open-minded in pursuing additional breakthroughs in innovation,lean manufacturing,and digitisation as appropri

45、ate.Our commitment to enhancing product design will focus on functionality and material development,ensuring we meet the diverse and rapidly changing preferences of customers in the end market.In the face of ongoing uncertainty,particularly due to persistent geopolitical conflicts,the management ado

46、pts a fluid and flexible approach to business operations.While maintaining a strong emphasis on enhancing our core activities,the Group will seek opportunities to broaden and diversify its business.Our long-term commitment remains focused on delivering greater returns to our shareholders.I would her

47、eby like to express my heartfelt gratitude to our customers,suppliers,shareholders and staff for their steadfast support and trust in our Group,as well as for their contributions and efforts towards our Groups continuous development.Wong Wai Yue,MHChairman and Executive Director22 November 2024NAMES

48、ON HOLDINGS LIMITED/INTERIM REPORT 20259MANAGEMENT DISCUSSION AND ANALYSISThe board(the“Board”)of directors(the“Directors”)of Nameson Holdings Limited(the“Company”)herewith announces the unaudited condensed consolidated interim financial information of the Company and its subsidiaries(the“Group”)for

49、 the six months ended 30 September 2024.This interim financial report has been reviewed by the Companys audit committee and the Companys auditor,PricewaterhouseCoopers,in accordance with Hong Kong Standard on Review Engagements 2410“Review of Interim Financial Information Performed by the Independen

50、t Auditor of the Entity”issued by the Hong Kong Institute of Certified Public Accountants.FINANCIAL REVIEWSix months ended 30 September20242023HK$000HK$000 Revenue2,786,2122,726,382Cost of sales(2,232,726)(2,228,388)Gross profit553,486497,994Other income6,4187,062Other gains,net24,96446,676Selling a

51、nd distribution expenses(20,980)(17,829)General and administrative expenses(173,452)(162,218)Operating profit390,436371,685Share of post-tax profit of a joint venture919758Finance income3,42910,628Finance expenses(28,610)(33,684)Finance expenses,net(25,181)(23,056)Profit before income tax366,174349,

52、387Income tax expenses(53,402)(43,804)Profit for the period312,772305,583 Profit for the period attributable to:Owners of the Company298,185289,122 Add:Net realised and unrealised losses/(gains)from derivative financial instruments275(54)Adjusted net profit298,460289,068 NAMESON HOLDINGS LIMITED/INT

53、ERIM REPORT 202510MANAGEMENT DISCUSSION AND ANALYSIS(CONTINUED)FINANCIAL REVIEWRevenueThe Groups revenue for the six months ended 30 September 2024 mainly represented revenue from sales of knitwear products,namely womenswear,menswear and other products such as cashmere yarns,knitted upper for footwe

54、ar,childrens wear,scarfs,hats and gloves,to our customers.The Groups revenue increased by 2.2%to HK$2,786.2 million for the six months ended 30 September 2024 from HK$2,726.4 million for the six months ended 30 September 2023.The increase was mainly attributable to the increase in sales revenue of c

55、ashmere yarns and fabrics,while the total sales revenue of mens and womens knitwear products for the six months ended 30 September 2024 decreased by HK$112.5 million to HK$2,142.5 million as compared to the corresponding period in year 2023.For the six months ended 30 September 2024,the sales revenu

56、e of cashmere yarns increased by HK$88.5 million to HK$418.5 million as compared to the corresponding period in year 2023.The decrease in the total sales revenue of mens and womens knitwear products was due to the decrease in sales volume.The Groups sales volume of mens and womens knitwear products

57、decreased by 5.3%from 19.0 million pieces for the six months ended 30 September 2023 to 18.0 million pieces for the six months ended 30 September 2024,while the average selling price of the Groups mens and womens knitwear products slightly increased by 0.1%from HK$118.7 per piece for the six months

58、ended 30 September 2023 to HK$118.8 per piece for the six months ended 30 September 2024.On the other hand,consistent with the Groups geographical market distribution for the six months ended 30 September 2023,Europe,Japan and Mainland China remained as the top three markets of our Group for the six

59、 months ended 30 September 2024.The revenue attributable to the European market,Japanese market and Chinese market accounted for 22.7%,21.3%and 18.1%respectively of the Groups total revenue for the six months ended 30 September 2024.Cost of SalesFor the six months ended 30 September 2024,the Group i

60、ncurred cost of sales of HK$2,232.7 million.Cost of sales primarily consisted of cost of inventories,direct labour costs,subcontracting charges to our subcontractors,depreciation of property,plant and equipment and right-of-use assets,electricity and water and production overhead costs.Gross Profit

61、and Gross Profit MarginDuring the six months ended 30 September 2024,the Group recorded gross profit of HK$553.5 million and gross profit margin of 19.9%as compared to the gross profit of HK$498.0 million and gross profit margin of 18.3%for the six months ended 30 September 2023.The increases in gro

62、ss profit and gross profit margin for the six months ended 30 September 2024 were mainly due to the improved performance of the Groups fabrics business,while the Groups business performance in knitwear products business remained strong with some upward trend and displayed its resilience to the ever-

63、changing business environment.NAMESON HOLDINGS LIMITED/INTERIM REPORT 202511MANAGEMENT DISCUSSION AND ANALYSIS(CONTINUED)Other IncomeOther income primarily consisted of rental income from investment properties,government subsidies,and miscellaneous other income.The other income decreased by HK$0.7 m

64、illion from HK$7.1 million for the six months ended 30 September 2023 to HK$6.4 million for the six months ended 30 September 2024.Such decrease was mainly due to the decrease in government subsidies and miscellaneous other income by HK$2.0 million,which was partially offset by the increase in renta

65、l income from investment properties by HK$1.6 million as the Group rented out some underused factory space in Mainland China during the six months ended 30 September 2024.Other Gains,NetOther gains primarily consisted of net foreign exchange gains or losses,net gains or losses on disposals of proper

66、ty,plant and equipment,net realised and unrealised gains or losses from derivative financial instruments and net gains or losses on financial assets at fair value through profit or loss.Other gains decreased by HK$21.7 million from HK$46.7 million for the six months ended 30 September 2023 to HK$25.

67、0 million for the six months ended 30 September 2024.Such decrease was primarily attributable to(i)the decrease in net foreign exchange gains from HK$24.7 million for the six months ended 30 September 2023 to net foreign exchange gains of HK$14.5 million for the six months ended 30 September 2024 as

68、 a result of the smaller appreciation of the United States dollars during the six months ended 30 September 2024;and(ii)the decrease in net gains on disposals of property,plant and machinery by HK$11.2 million as the Group disposed of a smaller number of aged machines and recorded net disposal gains

69、 of HK$8.3 million during the six months ended 30 September 2024.In summary,other gains for the six months ended 30 September 2024 mainly represented net foreign exchange gains of HK$14.5 million,net gains on disposals of property,plant and machinery of HK$8.3 million and net gains on financial asse

70、ts at fair value through profit or loss of HK$2.5 million.Selling and Distribution ExpensesSelling and distribution expenses primarily consisted of transportation cost in relation to delivery of our products to customers,commission to the agents of our customers and advertising and promotion expense

71、s.The Groups selling and distribution expenses increased by HK$3.2 million from HK$17.8 million for the six months ended 30 September 2023 to HK$21.0 million for the six months ended 30 September 2024.Such increase was mainly due to the increase in transportation cost and it was in line with the inc

72、rease in overall sales volume.General and Administrative ExpensesGeneral and administrative expenses primarily consisted of staff costs relating to management and administrative personnel,depreciation,insurance premium,donations and other incidental office expenses.The Groups general and administrat

73、ive expenses increased by HK$11.3 million from HK$162.2 million for the six months ended 30 September 2023 to HK$173.5 million for the six months ended 30 September 2024.Such increase was mainly attributable to the increase in staff costs as the Groups business scope was expanding during the six mon

74、ths ended 30 September 2024.NAMESON HOLDINGS LIMITED/INTERIM REPORT 202512MANAGEMENT DISCUSSION AND ANALYSIS(CONTINUED)Finance Expenses,NetNet finance expenses mainly consisted of interest expenses on bank borrowings and lease liabilities,which are partially offset by the Groups finance income that

75、consisted of interest income from bank deposits.The Groups net finance expenses increased by HK$2.1 million from HK$23.1 million for the six months ended 30 September 2023 to HK$25.2 million for the six months ended 30 September 2024.Due to the Groups prudent and effective cash management strategies

76、,the Groups net finance expenses remained considerably stable even though its gearing ratio was higher as compared to the corresponding period in year 2023.Income Tax ExpensesUnder the current laws of the Cayman Islands and the British Virgin Islands(“BVI”),neither the Company nor its BVI subsidiary

77、 is subject to tax on its income or capital gains.In addition,any payments of dividends are not subject to withholding tax in the Cayman Islands or the BVI.Hong Kong profits tax as applicable to the Group is 16.5%for the six-month period ended 30 September 2024 and 2023 respectively on the estimated

78、 assessable profits arising in or derived from Hong Kong during the relevant periods.The Groups subsidiaries in Mainland China are subject to the China Corporate Income Tax(“CIT”)at a rate of 25%on the estimated assessable profits for the six-month period ended 30 September 2024 and 2023 respectivel

79、y.However,two of the Groups subsidiaries in Mainland China are subject to the CIT at the rate of 15%,after being assessed as high and new technology enterprises.The Groups subsidiaries in Vietnam are subject to preferential business income tax(“BIT”)at the rate of 17%.According to the investment cer

80、tificates,the subsidiaries are subject to preferential BIT rate on taxable income for the first 10 years from the commencement of operation.In addition,the subsidiaries are entitled to full exemption from BIT for first 2 years from the first year of earning taxable profit and are eligible for a 50%r

81、eduction in the BIT rate in the 4 years thereafter.For one of the subsidiaries in Vietnam,the current period is subject to the BIT rate of 17%,whereas,the other two subsidiaries in Vietnam have no taxable profit for the six months ended 30 September 2024.The effective tax rates of the Group were 14.

82、6%and 12.5%for the six-month period ended 30 September 2024 and 2023 respectively.Profit for the Period Attributable to the Owners of the CompanyAs a result of the foregoing,the Group recorded profit attributable to the owners of the Company of HK$298.2 million and HK$289.1 million for the six-month

83、 period ended 30 September 2024 and 2023 respectively.The increase in net profit for the six months ended 30 September 2024 was primarily due to the increase in gross profit as a result of the improved performance of the Groups fabrics business and the strong performance of the Groups knitwear produ

84、cts business,while such increase was partially offset by(i)the decreases in other gains from foreign exchange and other gains on disposals of property,plant and equipment;and(ii)the increase in staff costs as a result of the expansion of business scope.NAMESON HOLDINGS LIMITED/INTERIM REPORT 202513M

85、ANAGEMENT DISCUSSION AND ANALYSIS(CONTINUED)Adjusted Net ProfitAdjusted net profit is a non-HKFRS financial measure and it is derived from net profit attributable to the owners of the Company for the period after excluding realised and unrealised(losses)/gains from derivative financial instruments.W

86、e believe the adjusted net profit presented herein better reflects the Groups core operating results.Based on the formula above,the Groups adjusted net profit increased by HK$9.4 million from HK$289.1 million for the six months ended 30 September 2023 to HK$298.5 million for the six months ended 30

87、September 2024,and the adjusted net profit margin slightly increased from 10.6%for the six months ended 30 September 2023 to 10.7%for the six months ended 30 September 2024.Consolidated Cash Flow StatementSix months ended30 September20242023HK$000HK$000 Net cash generated from operating activities10

88、6,528383,632Net cash used in investing activities(149,102)(34,117)Net cash(used in)/generated from financing activities(106,319)52,945 Net(decrease)/increase in cash and cash equivalents(148,893)402,460Cash and cash equivalents at beginning of the period717,404717,027Exchange difference on cash and

89、cash equivalents5171,237 Cash and cash equivalents at end of the period569,0281,120,724 NAMESON HOLDINGS LIMITED/INTERIM REPORT 202514MANAGEMENT DISCUSSION AND ANALYSIS(CONTINUED)Net Cash Generated from Operating ActivitiesThe Groups net cash generated from operating activities for the six months en

90、ded 30 September 2024 was HK$106.5 million,primarily due to profit before income tax of HK$366.2 million,adjusted for depreciation of HK$116.3 million and the decrease in accruals and other payables of HK$142.0 million,which was partially offset by the increases in trade receivables of HK$242.1 mill

91、ion and prepayments,deposits,other receivables and other assets of HK$225.3 million.Net Cash Used in Investing ActivitiesThe Groups net cash used in investing activities for the six months ended 30 September 2024 was HK$149.1 million,primarily due to the purchase of property,plant and equipment of H

92、K$153.9 million,which was partially offset by the proceeds from disposals of property,plant and equipment of HK$8.3 million.Net Cash Used in Financing ActivitiesThe Groups net cash used in financing activities for the six months ended 30 September 2024 was HK$106.3 million,primarily due to the net d

93、ecrease in the Groups total bank borrowings of HK$19.9 million,the dividend payments of HK$79.8 million and the payments for lease liabilities of HK$32.9 million,which was partially offset by the capital contribution from non-controlling interests of HK$26.9 million.Cash and Cash EquivalentsFor the

94、six months ended 30 September 2024,the Groups cash and cash equivalents decreased by HK$148.9 million and the exchange gain was HK$0.5 million.The net decrease in the Groups cash and cash equivalents was from HK$717.4 million as at 31 March 2024 to HK$569.0 million as at 30 September 2024.NAMESON HO

95、LDINGS LIMITED/INTERIM REPORT 202515MANAGEMENT DISCUSSION AND ANALYSIS(CONTINUED)OTHER FINANCIAL INFORMATIONLiquidity and Financial ResourcesFor the six months ended 30 September 2024,the Groups cash and cash equivalents was mainly used in the expansion of the Groups business operations,to service t

96、he Groups indebtedness and to fund the Groups working capital.The Group financed its funding requirements mainly through a combination of cash generated from operating activities and bank borrowings.The Groups gearing ratio increased from 8.9%as at 31 March 2024 to 14.3%as at 30 September 2024.This

97、ratio is calculated as net debt divided by total capital.Net debt is calculated as total bank borrowings and lease liabilities less cash and cash equivalents.Total capital is calculated as equity plus net debt.As at 30 September 2024,the Groups cash and cash equivalents,amounting to HK$569.0 million

98、,were denominated in US dollars(“US$”)(60.2%),HK$(5.8%),Renminbi(“RMB”)(30.5%),Vietnamese Dong(“VND”)(3.2%)and other currencies(0.3%).As at 30 September 2024,the Groups total bank borrowings and lease liabilities were due for repayment as follows:As at 30 SeptemberAs at 31 March20242024HK$000HK$000

99、Within one year323,074395,514Between one and two years390,718222,058Between two and five years321,907353,428 1,035,699971,000 Notes:(a)The above amounts due are based on the schedule repayment dates set out in the relevant agreements and ignore the effect of any repayment on demand rights.(b)As at 3

100、0 September 2024,the Groups total bank borrowings and lease liabilities were denominated in HK$(77.0%),US$(22.2%)and RMB(0.8%).All the Groups bank borrowings were floating rate borrowings.The weighted average effective interest rate of the Groups bank borrowings as at 30 September 2024 was 4.86%.Cap

101、ital Expenditures and CommitmentsThe Group incurred capital expenditures of approximately HK$316.8 million for the six months ended 30 September 2024,which were mainly related to the purchase of machinery for our factories and the construction of new production bases in Vietnam.These capital expendi

102、tures were fully financed by internal resources,bank borrowings and lease liabilities.The Groups capital commitments as at 30 September 2024 amounted to approximately HK$142.1 million which were mainly related to the purchase of machinery for our factories and the construction of new production base

103、s in Vietnam.Charge on AssetsAs at 30 September 2024,the Group had no charges on assets.NAMESON HOLDINGS LIMITED/INTERIM REPORT 202516MANAGEMENT DISCUSSION AND ANALYSIS(CONTINUED)Contingent LiabilitiesThe Group had no material contingent liability as at 30 September 2024.Use of Net Proceeds from the

104、 Companys Initial Public OfferingThe net proceeds from the listing of the Company amounted to approximately HK$635.4 million.Such proceeds have been used according to the allocation set out in the Companys prospectus dated 30 March 2016 and/or the subsequent change in use of net proceeds set out in

105、the Companys announcement dated 27 September 2023(the“Announcement”).As disclosed in the Announcement,in order to capture the rising opportunities in Vietnam,the Board considered it necessary to increase the production capacity of the Group by setting up a new factory in the Dak Lak Province(the“Dak

106、 Lak Factory”)in Central Vietnam.Accordingly,the Board resolved to change the use of the unutilised net proceeds of approximately HK$63.6 million and the expected timeline of full utilisation for the construction of factory buildings and purchase of machinery for the Dak Lak Factory.Please refer to

107、the Announcement for details.Use of net proceeds from the date of listing to 30 September 2024 is set out below as follows:Proportion after thechange in useof net proceedsPlanned use of the total net proceeds after the change in use of net proceedsUtilised amount up to 31 March 2024Actual utilised a

108、mount during the six months ended 30 September2024Utilised amount up to 30 September 2024Unutilisedbalance as at30 September2024%HK$millionHK$millionHK$millionHK$millionHK$million(approximately)(approximately)(approximately)(approximately)(approximately)(approximately)Construction of factory buildin

109、gs and purchase of machinery for the second phase of our factory in the Tay Ninh Province,Vietnam59.5%378.1378.1378.1Repayment of part of our bank loans14.7%93.293.293.2Enhancing design and product development capabilities3.6%22.822.822.8Enhancing the existing enterprise resource planning system3.6%

110、23.023.023.0Working capital and general corporate purposes8.6%54.754.754.7Construction of factory buildings and purchase of machinery for the Dak Lak Factory10.0%63.650.213.463.6 Total100.0%635.4622.013.4635.4 Significant Investments,Acquisitions and DisposalsThe Group had no significant investments

111、,acquisitions and disposals during the six months ended 30 September 2024.Events after Balance Sheet DateThe Group did not have any significant events after the balance sheet date.NAMESON HOLDINGS LIMITED/INTERIM REPORT 202517MANAGEMENT DISCUSSION AND ANALYSIS(CONTINUED)Financial InstrumentsAs at 30

112、 September 2024,the Group had outstanding HK$interest rate swap contracts with a total notional principal amount of HK$123.5 million(31 March 2024:HK$130.0 million).Financial Risk Management(a)Foreign Currency RiskThe Group mainly operates in Hong Kong,Mainland China and Vietnam with majority of the

113、 transactions settled in HK$,RMB and US$.Foreign currency risk arises when future business transactions or recognised assets or liabilities are denominated in a currency that is not the entitys functional currency.The Groups foreign currency risk exposure is primarily with respect to RMB and US$sinc

114、e a considerable portion of our operating expenses are denominated in RMB while most of the sales are denominated in US$.As HK$is pegged with US$,the foreign currency risk exposure in respect of US$is considered minimal.During the six months ended 30 September 2024,the Group did not enter into any f

115、orward foreign currency contracts to mitigate its exposures of RMB against US$.The Board will continue to closely monitor the Groups foreign currency risk exposure and may use appropriate financial instruments for hedging purposes as and when necessary.(b)Interest Rate RiskThe Groups interest rate r

116、isk arises primarily from bank borrowings.Bank borrowings issued at variable rates expose the Group to cash flow interest rate risk and bank borrowings issued at fixed rates expose the Group to fair value interest rate risk.During the six months ended 30 September 2024,the Group entered into HK$inte

117、rest rate swap contracts to mitigate some of its interest rate risk in light of the market interest rate hike during the period.The Board will continue to closely monitor the Groups loan portfolio in order to manage the Groups interest rate risk exposure and may use appropriate financial instruments

118、 for hedging purposes as and when necessary.(c)Credit RiskThe Group has policies in place to ensure that sales on credit are made to customers with an appropriate credit history and the Group also performs credit assessments of its customers on a periodic basis,taking into account their financial po

119、sition,past payment records,economic environments in which the customers operate in and other relevant factors.The Group has not experienced and does not expect to experience any material impairment on trade receivables and receivables from other counterparties.As at 30 September 2024,majority of th

120、e Groups bank balances and deposits were held with major financial institutions in Hong Kong,Mainland China and Vietnam which the Directors believe are of high credit quality.The Directors do not expect any losses arising from the non-performance by these financial institutions.(d)Liquidity RiskLiqu

121、idity risk is the risk that the Group will encounter difficulty in meeting obligations associated with financial liabilities.The Group utilises cash flow forecast and other relevant information to monitor its liquidity requirements and to ensure the Group has sufficient cash and cash equivalents and

122、 banking facilities to support its business and operational activities.The Group has not experienced and does not expect to experience any difficulties in meeting credit obligations when they fall due.NAMESON HOLDINGS LIMITED/INTERIM REPORT 202518MANAGEMENT DISCUSSION AND ANALYSIS(CONTINUED)Human Re

123、sources and Emolument PolicyAs at 30 September 2024,the Group had a total of approximately 16,300 full-time employees in Mainland China,Vietnam and Hong Kong.For the six months ended 30 September 2024,the total staff costs,including the directors emoluments,amounted to HK$544.0 million.The Groups em

124、olument policies are formulated based on the performance and experience of individual employee and in line with the salary trends in Mainland China,Vietnam and Hong Kong.Other employee benefits include performance related bonuses,insurance and medical coverage and share options.Since human resources

125、 management is an important factor in maintaining and enhancing the Groups strong expertise in the manufacturing of knitwear products,the Group will provide appropriate training programs to the new recruits before they are assigned to work at the manufacturing facilities of the Group.From time to ti

126、me,different on-the-job training will be provided to employees in order to ensure continuous staff development and skills upgrading.Remuneration PolicyThe Directors and senior management of the Group receive compensation in the form of salaries and discretionary bonuses related to the performance of

127、 the Group.The Group also reimburses them for expenses which are necessarily and reasonably incurred for providing services to the Group or executing their functions in relation to the Groups operations.The remuneration committee will regularly review and determine the remuneration and compensation

128、package of the Directors and senior management,by reference to,among other things,market level of salaries paid by comparable companies,the respective responsibilities of the Directors and senior management and the performance of the Group.NAMESON HOLDINGS LIMITED/INTERIM REPORT 202519OTHER INFORMAT

129、IONINTERIM DIVIDEND AND CLOSURE OF REGISTER OF MEMBERSThe Board has resolved to declare an interim dividend of 9.8 HK cents per share for the six months ended 30 September 2024(2023:9.5 HK cents)to be paid to the shareholders of the Company whose names are recorded on the register of members of the

130、Company at the close of business on Thursday,12 December 2024.The interim dividend is expected to be payable on or about Friday,20 December 2024.The Companys register of members will be closed from Tuesday,10 December 2024 to Thursday,12 December 2024(both days inclusive),and during such period no t

131、ransfer of the Companys shares will be registered.In order to qualify for the interim dividend,all transfer documents accompanied by the relevant share certificates must be lodged with the Companys branch share registrar in Hong Kong,Computershare Hong Kong Investor Services Limited,at Shops 1712171

132、6,17th Floor,Hopewell Centre,183 Queens Road East,Wanchai,Hong Kong,for registration by 4:30 p.m.on Monday,9 December 2024.CORPORATE GOVERNANCEAs the Company believes that good corporate governance can create value for its shareholders,the Board is committed to maintaining a high standard of corpora

133、te governance practices by placing strong emphasis on a quality board of Directors,sound internal controls and effective accountability to the shareholders as a whole.The Company has adopted the code provisions in the Corporate Governance Code and Corporate Governance Report(the“CG Code”)as set out

134、in Appendix C1 to the Rules(the“Listing Rules”)Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited(the“Stock Exchange”)as its own code of corporate governance.In the opinion of the Directors,the Company has complied with all the mandatory code provisions set out in the CG

135、Code for the six months ended 30 September 2024.DIRECTORS AND RELEVANT EMPLOYEES SECURITIES TRANSACTIONSThe Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers(the“Model Code”)as set out in Appendix C3 of the Listing Rules as its own code for securities tran

136、sactions by the Directors.All Directors have confirmed,following specific enquiries by the Company,that they have fully complied with the required standards set out in the Model Code and the Companys code of conduct for the six months ended 30 September 2024.Relevant employees who are likely to be i

137、n possession of inside information of the Group are also subject to compliance with written guidelines on terms no less exacting than the required standards set out in the Model Code.Each of the relevant employees has been given a copy of the written guidelines.No incident of non-compliance with the

138、se guidelines by the relevant employees has been notified to the Company.AUDIT COMMITTEEThe audit committee of the Company comprises three independent non-executive Directors,namely,Mr.Fan Chun Wah,Andrew(Chairman),Mr.Kan Chung Nin,Tony and Mr.Ip Shu Kwan,Stephen.The principal duties of the audit co

139、mmittee include the review and supervision of the Groups financial reporting process and internal control system.An audit committee meeting was held on 22 November 2024 to meet with the external auditors of the Company and review the Companys interim financial report for the six months ended 30 Sept

140、ember 2024.NAMESON HOLDINGS LIMITED/INTERIM REPORT 202520OTHER INFORMATION(CONTINUED)PURCHASE,SALE OR REDEMPTION OF THE COMPANYS LISTED SECURITIESDuring the six months ended 30 September 2024,neither the Company nor any of its subsidiaries has purchased,sold or redeemed any of the Companys listed se

141、curities.DISCLOSURE OF INTERESTSDirectors and Chief Executives Interests and Short Positions in the Shares,Underlying Shares and DebenturesSave as disclosed below,as at 30 September 2024,the interests and/or short positions of the Directors and chief executive of the Company in the shares,underlying

142、 shares and debentures of the Company and its associated corporations(within the meaning of Part XV of the Securities and Futures Ordinance(the“SFO”)which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO(including interests and sh

143、ort positions which they were taken or deemed to have under such provisions of the SFO)or which were required to be and were recorded in the register required to be kept under Section 352 of the SFO or as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code were as fol

144、lows:Long position in the Ordinary Shares/Underlying Shares of the CompanyName of DirectorsNature of interestsNumber of ordinary shares/underlying shares held or interested inApproximate percentage of the issued share capital of the Company(7)Mr.Man Yu Hin(1)Interest of spouse700,0000.03%Mr.Wong Tin

145、g Chun(2)(3)Beneficiary of a trust1,500,000,00065.81%Beneficial owner1,500,0000.07%Mr.Li Po Sing(4)Beneficial owner3,500,0000.15%Ms.Fan Chiu Fun,Fanny(5)Beneficial owner1,500,0000.07%Mr.Kan Chung Nin,Tony(5)Beneficial owner1,500,0000.07%Mr.Fan Chun Wah,Andrew(5)Beneficial owner1,500,0000.07%Mr.Ip Sh

146、u Kwan,Stephen(6)Beneficial owner1,500,0000.07%NAMESON HOLDINGS LIMITED/INTERIM REPORT 202521OTHER INFORMATION(CONTINUED)Note 1:Mr.Man Yu Hin is deemed to be interested in 700,000 shares held by his spouse as his spouse has a beneficial interest in the share options granted to her on 29 August 2016

147、and 28 August 2017 under the Share Option Scheme(as defined below)and which,if exercised in full,would result in the issue of 700,000 shares to her.Note 2:Mr.Wong Ting Chun is one of the beneficiaries of the Happy Family Trust and therefore he is deemed to be interested in the shares held by the Hap

148、py Family Trust under the SFO.Note 3:Mr.Wong Ting Chun has a beneficial interest in the share options granted to him on 29 August 2016 under the Share Option Scheme and which,if exercised in full,would result in the issue of 1,500,000 shares to him.Note 4:Mr.Li Po Sing has a beneficial interest in t

149、he share options granted to him on 29 August 2016 and 28 August 2017 under the Share Option Scheme and which,if exercised in full,would result in the issue of 3,500,000 shares to him.Note 5:Each of Ms.Fan Chiu Fun,Fanny,Mr.Kan Chung Nin,Tony and Mr.Fan Chun Wah,Andrew has a beneficial interest in op

150、tions granted to him/her on 28 August 2017 under the Share Option Scheme and which,if exercised in full,would result in the issue of 1,500,000 shares to him/her.Note 6:Mr.Ip Shu Kwan,Stephen has a beneficial interest in options granted to him on 20 April 2018 under the Share Option Scheme and which,

151、if exercised in full,would result in the issue of 1,500,000 shares to him.Note 7:The calculation is based on the total number of issued ordinary shares of 2,279,392,000 shares as at 30 September 2024.Details of the above individuals interests in the underlying shares of the Company are set out in th

152、e section headed“Share Option Scheme”below.Other than the Share Option Scheme(as defined below),at no time during the six months ended 30 September 2024 was the Company or any of its subsidiaries,holding companies,or any of the subsidiary undertakings(within the meaning of the Companies(Directors Re

153、port)Regulation)of such holding companies a party to any arrangements whose objects are,or one of whose objects is,to enable the Directors to acquire benefits by means of the acquisition of shares in,or debentures of,the Company or any other body corporate.Save as disclosed above,none of the Directo

154、rs and chief executive of the Company(including their spouses and children under the age of 18)had any interests in or was granted any right to subscribe for the securities of the Company or its associated corporations(within the meaning of Part XV of the SFO),or had exercised any such rights.NAMESO

155、N HOLDINGS LIMITED/INTERIM REPORT 202522OTHER INFORMATION(CONTINUED)Substantial Shareholders Interests and Other Persons Interests and Short Positions in the Shares and Underlying SharesSave as disclosed below,so far as known to the Directors and chief executive of the Company,as at 30 September 202

156、4,the following persons or corporations(other than the Directors and chief executive of the Company)who had interest and/or short positions in the shares or underlying shares of the Company which would be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO,or whi

157、ch were recorded in the register required to be kept under Section 336 of the SFO were as follows:Long Position in the Ordinary Shares/Underlying Shares of the CompanyName of substantial shareholdersNature of interestsNumber of ordinary shares/underlying shares held or interested inApproximate perce

158、ntage of the issued share capital of the Company(8)Nameson Investments Limited(1)Beneficial owner1,500,000,00065.81%Happy Family Assets Limited(1)Interest in a controlled corporation1,500,000,00065.81%East Asia International Trustees Limited(1)Trustee of a trust1,500,000,00065.81%Mr.Wong Ting Chung(

159、2)(3)Beneficiary of a trust1,500,000,00065.81%Beneficial owner200,000,0008.77%Ms.Wang Kam Chu(4)Interest of spouse1,700,000,00074.58%Mr.Wong Ting Kau(5)Beneficiary of a trust1,500,000,00065.81%Ms.Tsoi Suet Ngai(6)Interest of spouse1,501,500,00065.87%Ms.Chan Ka Wai(7)Interest of spouse1,500,000,00065

160、.81%Notes:(1)Nameson Investments Limited is wholly owned by Happy Family Assets Limited,the holding vehicle incorporated in the British Virgin Islands used by East Asia International Trustees Limited,the trustee of the Happy Family Assets Limited which is a trust established by Mr.Wong Ting Chung as

161、 the settlor and the protector.Accordingly,each of Happy Family Assets Limited and Mr.Wong Ting Chung is deemed to be interested in the 1,500,000,000 shares held by Nameson Investments Limited under the SFO.(2)Mr.Wong Ting Chung is the settlor,the protector and one of the beneficiaries of the Happy

162、Family Trust and therefore he is deemed to be interested in the shares held by the Happy Family Trust under the SFO.(3)Mr.Wong Ting Chung beneficially owned 200,000,000 shares which were issued by the Company on 15 December 2017 as consideration shares pursuant to the acquisition of V.Success Group.

163、(4)Ms.Wang Kam Chu is the spouse of Mr.Wong Ting Chung and is therefore deemed to be interested in the shares held,directly or indirectly,by Mr.Wong Ting Chung under the SFO.(5)Mr.Wong Ting Kau is one of the beneficiaries of the Happy Family Trust and therefore he is deemed to be interested in the s

164、hares held by the Happy Family Trust under the SFO.(6)Ms.Tsoi Suet Ngai is the spouse of Mr.Wong Ting Chun and is therefore deemed to be interested in the shares held,directly or indirectly,by Mr.Wong Ting Chun under the SFO.(7)Ms.Chan Ka Wai is the spouse of Mr.Wong Ting Kau and is therefore deemed

165、 to be interested in the shares held,directly or indirectly,by Mr.Wong Ting Kau under the SFO.(8)The calculation is based on the total number of issued ordinary shares of 2,279,392,000 shares as at 30 September 2024.NAMESON HOLDINGS LIMITED/INTERIM REPORT 202523OTHER INFORMATION(CONTINUED)Share Opti

166、on SchemeThe Company has approved and adopted a share option scheme on 29 January 2016(the“Share Option Scheme”).Under the Share Option Scheme,the eligible participants may be granted share options.The purposes of the Share Option Scheme are to provide the eligible participants an opportunity to hav

167、e a personal stake in the Company with the view to achieving the following objectives:(i)motivate the eligible participants to optimise their performance efficiency for the benefit of our Group;and(ii)attract and retain or otherwise maintain an on-going business relationship with the eligible partic

168、ipants whose contributions are or will be beneficial to the long-term growth of our Group.The maximum number of shares which may be issued upon exercise of all the share options to be granted under the Share Option Scheme and any other share option scheme of the Company(if any)shall not in aggregate

169、 exceed 10%of the shares in issue(i.e.a maximum of 200,000,000 shares)immediately after listing unless refreshed.Moreover,unless approved by the shareholders in a general meeting(with the relevant eligible participant and his/her close associates abstaining from voting),the total number of shares is

170、sued and which may fall to be issued upon exercise of the options granted under the Share Option Scheme and any other share option schemes of the Company(if any)to each eligible participant in any 12-month period up to the date of grant shall not exceed 1%of the shares in issue as at the date of gra

171、nt.The subscription price in respect of any share option shall be a price determined by the Board and notified to an eligible participant(subject to any adjustments made pursuant to the terms and conditions of the Share Option Scheme)which must be at least the higher of:(i)the official closing price

172、 of the shares as stated in the Stock Exchanges daily quotation sheets on the date of grant,which must be a day on which the Stock Exchange is open for the business of dealing in securities;(ii)the average of the official closing price of the shares as stated in the Stock Exchanges daily quotation s

173、heets for the five business days immediately preceding the date of grant;and(iii)the nominal value of the shares.The Share Option Scheme shall be valid and effective for a period of 10 years from 12 April 2016(being the listing date),after which period no further share options will be offered but th

174、e provisions of the Share Option Scheme shall in all other respects remain in full force and effect to the extent necessary to give effect to the exercise of any options granted prior thereto or otherwise as may be required in accordance with the provisions of the Share Option Scheme.Share options g

175、ranted prior thereto but not yet exercised shall continue to be valid and exercisable in accordance with the Share Option Scheme.As at the date of this interim report,the Share Option Scheme had a remaining life of approximately 1.5 years.For the six months ended 30 September 2024,no share options w

176、as granted under the Share Option Scheme.As at 30 September 2024,the number of share options that could still be granted under the Share Option Scheme was 110,600,000 share options representing approximately 4.85%of the issued share capital of the Company as at 30 September 2024(1 April 2024:110,600

177、,000).NAMESON HOLDINGS LIMITED/INTERIM REPORT 202524OTHER INFORMATION(CONTINUED)Details of the movements of the share options granted under the Share Option Scheme during the six months ended 30 September 2024 are as follows:Number of Share Options GranteeDate of GrantExercise PriceExercise PeriodBa

178、lance as at 1 April 2024Granted during the PeriodExercised during the PeriodCancelled during the PeriodLapsed during the PeriodBalance as at 30 September 2024(Note 1)HK$(Note 2)(Note 3)Mr.Wong Ting Chun29 August 20161.39429 August 2017 to 28 August 20261,500,0001,500,000Mr.Li Po Sing29 August 20161.

179、39429 August 2017 to 28 August 20261,500,0001,500,00028 August 20171.46228 August 2018 to 27 August 20272,000,0002,000,000Ms.Fan Chiu Fun,Fanny28 August 20171.46228 August 2018 to 27 August 20271,500,0001,500,000Mr.Kan Chung Nin,Tony28 August 20171.46228 August 2018 to 27 August 20271,500,0001,500,0

180、00Mr.Fan Chun Wah,Andrew28 August 20171.46228 August 2018 to 27 August 20271,500,0001,500,000Mr.Ip Shu Kwan,Stephen20 April 20181.70020 April 2019 to 19 April 20281,500,0001,500,000Other employees of the Group(Note 4)29 August 20161.39429 August 2017 to 28 August 202611,138,00011,138,00028 August 20

181、171.46228 August 2018 to 27 August 202726,400,00026,400,000 Total48,538,00048,538,000 NAMESON HOLDINGS LIMITED/INTERIM REPORT 202525OTHER INFORMATION(CONTINUED)Notes:1.The closing price of the shares of the Company immediately before the date on which the share options were granted on(i)29 August 20

182、16,i.e.26 August 2016,was HK$1.40;(ii)28 August 2017,i.e.25 August 2017,was HK$1.48;and(iii)20 April 2018,i.e.19 April 2018,was HK$1.68.2.The share options granted to the above Directors and other employees of the Group shall be vested in three equal tranches.The vesting periods of the share options

183、 are between the date of grant and the dates of commencement of exercise periods.The vesting periods and exercise periods of the share options are as follows:Share optionsVesting periodExercise period Granted on 29 August 2016One-third of the share options(rounded to the nearest number of share opti

184、ons which represents an integral multiples of one board lot)29 August 2016 to 28 August 201729 August 2017 to 28 August 2026One-third of the share options(rounded to the nearest number of share options which represents an integral multiples of one board lot)29 August 2016 to 28 August 201829 August

185、2018 to 28 August 2026The remaining share options29 August 2016 to 28 August 201929 August 2019 to 28 August 2026Granted on 28 August 2017One-third of the share options(rounded to the nearest number of share options which represents an integral multiples of one board lot)28 August 2017 to 27 August

186、201828 August 2018 to 27 August 2027One-third of the share options(rounded to the nearest number of share options which represents an integral multiples of one board lot)28 August 2017 to 27 August 201928 August 2019 to 27 August 2027The remaining share options28 August 2017 to 27 August 202028 Augu

187、st 2020 to 27 August 2027Granted on 20 April 2018One-third of the share options(rounded to the nearest number of share options which represents an integral multiples of one board lot)20 April 2018 to 19 April 201920 April 2019 to 19 April 2028One-third of the share options(rounded to the nearest num

188、ber of share options which represents an integral multiples of one board lot)20 April 2018 to 19 April 202020 April 2020 to 19 April 2028The remaining share options20 April 2018 to 19 April 202120 April 2021 to 19 April 2028 3.The weighted average exercise price of the outstanding share options as a

189、t 30 September 2024 was HK$1.450.4.Employees working under employment contracts that were regarded as“continuous contracts”for the purpose of the Hong Kong Employment Ordinance.5.The fair value of the share options as at the date of grant,its calculation and the model and assumptions used to estimat

190、e the fair value of the share options are set out in note 21 to the condensed consolidated interim financial information.6.As the Share Option Scheme was adopted before the amended Chapter 17 of the Listing Rules which became effective on 1 January 2023,certain terms of the Share Option Scheme may n

191、ot be in full compliance with the amended Chapter 17 of the Listing Rules.The Company will comply with the transitional arrangements for share schemes existing as at 1 January 2023,including but not limited to the scope of eligible participants of share option schemes and the minimum vesting period

192、requirements.NAMESON HOLDINGS LIMITED/INTERIM REPORT 202526OTHER INFORMATION(CONTINUED)DISCLOSURE PURSUANT TO RULE 13.21 OF THE LISTING RULESIn accordance with the disclosure requirements of Rule 13.21 of the Listing Rules,the following disclosure is included in respect of the Companys existing loan

193、 agreements/facility letters,which contain covenants requiring performance obligations of the controlling shareholder(s)of the Company,as follows:Date of the agreement/facility letterBanking facilitiesSpecific performance obligations 12 September 2024Three-year term loan facility of up to HK$200,000

194、,000Mr.Wong Ting Chung or his family members remains as the majority ultimate beneficial owner holding not less than 50%shareholdings in the Company with management control in the Company12 December 2023Two three-year term loan facilities with a total amount of up to HK300,000,000Mr.Wong Ting Chung

195、and/or his family members shall maintain not less than 50%shareholdings in the Company27 June 2023Three-year term loan facility of up to HK$200,000,000Wongs family(Note(I)remains as the majority shareholder of the Company and maintains the management control of the Company8 March 2023Three-year term

196、 loan facility of up to HK$150,000,000Mr.Wong Ting Chung together with his family members shall remain(directly or indirectly)the largest shareholder of the Company at all times throughout the entire life of the term loan facility15 December 2022Three-year term loan facility of up to HK$130,000,000M

197、r.Wong Ting Chung or his family members are and will remain as the majority ultimate beneficial owner holding not less than 50%of all issued share capital of the Company with management control in the Company21 September 2021Three-year term loan facility of up to HK$250,000,000(i)Mr.Wong Ting Chung

198、and his family collectively owns more than 60%share interests in the Company;and(ii)Mr.Wong Ting Chung and his family maintain the majority of the management control of the CompanyNote(I):Wongs family means one or more of:(i)Mr.Wong Ting Chung,Mr.Wong Ting Chun and Mr.Wong Ting Kau;(ii)any family me

199、mbers of each of(i)above;(iii)any charitable foundation or company controlled by any of(i)and(ii)above;(iv)the executors and trustees of the estate of any of(i)and(ii)above;and(v)the trustees of any trust or trusts,the principal beneficiaries of which during their lifetimes are(i)and(ii)above.27COND

200、ENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOMENAMESON HOLDINGS LIMITED/INTERIM REPORT 2025(Unaudited)Six months ended 30 September20242023NoteHK$000HK$000 Revenue52,786,2122,726,382Cost of sales7(2,232,726)(2,228,388)Gross profit553,486497,994Other income66,4187,062Other gains,net824,96446,676

201、Selling and distribution expenses7(20,980)(17,829)General and administrative expenses7(173,452)(162,218)Operating profit390,436371,685 Share of post-tax profit of a joint venture14919758Finance income93,42910,628Finance expenses9(28,610)(33,684)Finance expenses,net(25,181)(23,056)Profit before incom

202、e tax366,174349,387Income tax expenses10(53,402)(43,804)Profit for the period312,772305,583 Profit for the period attributable to:Owners of the Company298,185289,122 Non-controlling interests14,58716,461 312,772305,583 Earnings per share attributable to the owners of the Company during the period Ba

203、sic and diluted(HK cents per share)1113.112.7 The above condensed consolidated statement of comprehensive income should be read in conjunction with the accompanying notes.28NAMESON HOLDINGS LIMITED/INTERIM REPORT 2025CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME(CONTINUED)(Unaudited)Six m

204、onths ended 30 September20242023HK$000HK$000 Profit for the period312,772305,583Other comprehensive loss,net of tax:Items that have been reclassified or may be subsequently reclassified to profit or loss Currency translation differences(72,275)(29,384)Share of other comprehensive(loss)/income of a j

205、oint venture(412)141 Other comprehensive loss for the period,net of tax(72,687)(29,243)Total comprehensive income for the period240,085276,340 Total comprehensive income for the period attributable to:Owners of the Company225,498266,145 Non-controlling interests14,58710,195 240,085276,340 The above

206、condensed consolidated statement of comprehensive income should be read in conjunction with the accompanying notes.29CONDENSED CONSOLIDATED BALANCE SHEETNAMESON HOLDINGS LIMITED/INTERIM REPORT 2025(Unaudited)(Audited)As at30 September2024As at31 March2024NoteHK$000HK$000 ASSETSNon-current assetsProp

207、erty,plant and equipment131,811,2861,785,060Right-of-use assets13380,671290,709Investment properties9,1851,590Interest in a joint venture146,8407,083Financial assets at fair value through profit or loss15193,632191,118Prepayments,deposits,other receivables and other assets85,495122,908Loan to a non-

208、controlling shareholder of a subsidiary6,987Deferred income tax assets886704 2,494,9822,399,172 Current assetsInventories838,454910,552Trade receivables16409,234167,149Prepayments,deposits,other receivables and other assets520,180253,826Cash and cash equivalents569,028717,404 2,336,8962,048,931 Tota

209、l assets4,831,8784,448,103 EQUITYCapital and reserves attributable to the owners of the CompanyShare capital2022,79422,794Reserves222,506,0332,360,314 2,528,8272,383,108Non-controlling interests267,820215,851 Total equity2,796,6472,598,959 The above condensed consolidated balance sheet should be rea

210、d in conjunction with the accompanying notes.30NAMESON HOLDINGS LIMITED/INTERIM REPORT 2025CONDENSED CONSOLIDATED BALANCE SHEET(CONTINUED)(Unaudited)(Audited)As at30 September2024As at31 March2024NoteHK$000HK$000 LIABILITIESNon-current liabilitiesBank borrowings18530,871454,811Loans from non-control

211、ling shareholders of subsidiaries2,6093,359Lease liabilities19181,754120,675Provision for reinstatement costs2,3034,409Deferred income tax liabilities4,8824,812 722,419588,066 Current liabilitiesTrade and bills payables17270,101335,457Accruals and other payables403,479255,832Current income tax liabi

212、lities316,158274,275Bank borrowings18257,215353,129Lease liabilities1965,85942,385 1,312,8121,261,078 Total liabilities2,035,2311,849,144 Total equity and liabilities4,831,8784,448,103 Net current assets1,024,084787,853 Wong Wai YueMan Yu HinChairman and Executive DirectorChief Executive Officer and

213、 Executive DirectorThe above condensed consolidated balance sheet should be read in conjunction with the accompanying notes.31CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITYNAMESON HOLDINGS LIMITED/INTERIM REPORT 2025(Unaudited)Attributable to the owners of the Company SharecapitalReservesTota

214、lNon-controllingInterestsTotalequity(Note 20)(Note 22)HK$000HK$000HK$000HK$000HK$000 As at 1 April 202422,7942,360,3142,383,108215,8512,598,959Profit for the period298,185298,18514,587312,772 Other comprehensive loss:Currency translation difference(72,275)(72,275)(72,275)Share of other comprehensive

215、 loss of a joint venture(412)(412)(412)Total comprehensive income225,498225,49814,587240,085Transaction with ownersCapital contribution from non-controlling interests37,38237,382Dividends(Note 12)(79,779)(79,779)(79,779)As at 30 September 202422,7942,506,0332,528,827267,8202,796,647 As at 1 April 20

216、2322,7942,252,2602,275,054202,6202,477,674Profit for the period289,122289,12216,461305,583 Other comprehensive loss:Currency translation difference(23,118)(23,118)(6,266)(29,384)Share of other comprehensive income of a joint venture141141-141 Total comprehensive income266,145266,14510,195276,340Tran

217、saction with ownersDividends(Note 12)(13,676)(13,676)(13,676)As at 30 September 202322,7942,504,7292,527,523212,8152,740,338 The above condensed consolidated statement of changes in equity should be read in conjunction with the accompanying notes.32CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWSNAMES

218、ON HOLDINGS LIMITED/INTERIM REPORT 2025(Unaudited)Six months ended 30 September20242023HK$000HK$000 Cash flows from operating activitiesCash generated from operations181,254444,426Interest paid(29,302)(33,175)Income tax paid,net(45,424)(27,619)Net cash generated from operating activities106,528383,6

219、32 Cash flows from investing activitiesPurchases of property,plant and equipment(153,853)(72,810)Proceeds from disposals of property,plant and equipment8,30928,065Loan to a non-controlling shareholder of a subsidiary(6,987)Interest received3,42910,628 Net cash used in investing activities(149,102)(3

220、4,117)Cash flows from financing activitiesProceeds from new bank borrowings897,713370,000Repayments of bank borrowings(917,567)(259,722)Repayments of loans from non-controlling shareholders of subsidiaries(750)(1,008)Payments for lease liabilities(32,856)(42,649)Dividend paid(79,779)(13,676)Capital

221、contribution from non-controlling interests26,920 Net cash(used in)/generated from financing activities(106,319)52,945 Net(decrease)/increase in cash and cash equivalents(148,893)402,460Cash and cash equivalents at beginning of the period717,404717,027Exchange difference on cash and cash equivalents

222、5171,237 Cash and cash equivalents at end of the period569,0281,120,724 The above condensed consolidated statement of cash flows should be read in conjunction with the accompanying notes.NAMESON HOLDINGS LIMITED/INTERIM REPORT 202533NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL INFORMATION1

223、GENERAL INFORMATIONThe Company was incorporated in the Cayman Islands on 11 August 2015 as an exempted company with limited liability under the laws of the Cayman Islands.The address of the Companys registered office is Cricket Square,Hutchins Drive,P.O.Box 2681,Grand Cayman KY1-1111,Cayman Islands.

224、The Company is an investment holding company.The Company and its subsidiaries(together the“Group”)are principally engaged in the manufacturing of knitwear products.The ultimate holding company of the Company is Happy Family Assets Limited.The Company has been listed on the Main Board of The Stock Ex

225、change of Hong Kong Limited(the“Stock Exchange”)since 12 April 2016.This condensed consolidated interim financial information is presented in thousands of units of Hong Kong dollars(“HK$000”)unless otherwise stated.This condensed consolidated interim financial information has been approved for issue

226、 by the Board of Directors on 22 November 2024.This condensed consolidated interim financial information has not been audited.2 BASIS OF PREPARATION AND ACCOUNTING POLICIESThis condensed consolidated interim financial information for the six months ended 30 September 2024 has been prepared in accord

227、ance with Hong Kong Accounting Standards(“HKAS”)34“Interim Financial Reporting”issued by the Hong Kong Institute of Certified Public Accountants.The condensed consolidated interim financial information should be read in conjunction with the annual financial statements for the year ended 31 March 202

228、4,which were prepared in accordance with Hong Kong Financial Reporting Standards(“HKFRSs”).The accounting policies applied by the Group are consistent with those of the annual financial statements for the year ended 31 March 2024,except for the adoption of amended standards and revised interpretatio

229、n as set out below.(a)Amended standards and revised interpretation adopted by the GroupThe Group has applied the following amended standards and revised interpretation for the first time for the current reporting period beginning 1 April 2024:HKAS 1(Amendments)Classification of Liabilities as Curren

230、t or Non-currentHKAS 1(Amendments)Non-current Liabilities with CovenantsHKFRS 16(Amendments)Lease Liability in a Sale and LeasebackHong Kong Interpretation 5(Revised)Presentation of Financial Statements Classification by the Borrower of a Term Loan that Contains a Repayment on Demand ClauseHKAS 7 an

231、d HKFRS 7(Amendments)Supplier Finance ArrangementsThe adoption of these amended standards and revised interpretation did not have any significant impact on the amounts recognised in prior or current periods.NAMESON HOLDINGS LIMITED/INTERIM REPORT 202534NOTES TO THE CONDENSED CONSOLIDATED INTERIM FIN

232、ANCIAL INFORMATION(CONTINUED)2 BASIS OF PREPARATION AND ACCOUNTING POLICIES(CONTINUED)(b)New and amended standards and revised interpretation issued but not yet adopted by the GroupThe following new and amended standards and revised interpretation have been issued that are not effective for periods

233、commencing on or after 1 April 2024 and have not been early adopted by the Group:Effective for accounting period beginning on or after HKAS 21 and HKFRS 1(Amendments)Lack of Exchangeability1 January 2025HKFRS 9 and HKFRS 7(Amendments)Amendments to the Classification and Measurement of Financial Inst

234、ruments1 January 2026HKFRS 18Presentation and Disclosure in Financial Statements1 January 2027HKFRS 19Subsidiaries without Public Accountability:Disclosures1 January 2027Hong Kong Interpretation 5(Revised)Presentation of Financial Statements Classification by the Borrower of a Term Loan that Contain

235、s a Repayment on Demand Clause1 January 2027HKFRS 10 and HKAS 28(Amendments)Sale or Contribution of Assets between an Investor and its Associate or Joint VentureTo be determinedThe Group is in process of making an assessment of the impact of these new and amended standards and revised interpretation

236、 upon initial application,and has concluded on a preliminary basis that these are not expected to have a significant impact on the Groups results of operations or financial position.NAMESON HOLDINGS LIMITED/INTERIM REPORT 202535NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL INFORMATION(CONTIN

237、UED)3 ESTIMATESThe preparation of interim financial information requires management to make judgments,estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities,income and expenses.Actual results may differ from these estimates.In

238、preparing this condensed consolidated interim financial information,the significant judgments made by management in applying the Groups accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements for the year ended 31

239、 March 2024.4 FINANCIAL RISK MANAGEMENT4.1 Financial risk factorsThe Groups activities expose it to a variety of financial risks:market risk(including foreign exchange risk and cash flow interest-rate risk),credit risk,liquidity risk and price risk.The condensed consolidated interim financial inform

240、ation does not include all financial risk management information and disclosures as required in the annual financial statements,and should be read in conjunction with the Groups consolidated financial statements for the year ended 31 March 2024.There have been no changes in the risk management polic

241、ies since 31 March 2024.4.2 Liquidity riskThe Group adopts a prudent liquidity risk management by maintaining sufficient cash and cash equivalents and the availability of funding through an adequate amount of committed credit facilities.The Groups primary cash requirements are mainly for additions o

242、f property,plant and equipment,repayments of lease liabilities and payments for purchases,operating expenses and dividends.The Group mainly finances its working capital requirements through internal resources and bank borrowings.The Group monitors and maintains a level of cash and cash equivalents c

243、onsidered adequate by the directors to finance the Groups operations and mitigate the effects of fluctuations in cash flows.The directors monitor the utilisation of bank borrowings to ensure adequate unutilised banking facilities and compliance with loan covenants.NAMESON HOLDINGS LIMITED/INTERIM RE

244、PORT 202536NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL INFORMATION(CONTINUED)4 FINANCIAL RISK MANAGEMENT(CONTINUED)4.2 Liquidity risk(Continued)The table below analyses the Groups financial liabilities into relevant maturity groupings based on the remaining period at the end of the reporti

245、ng period to the contractual maturity date.The amounts disclosed in the table represent the contractual undiscounted cash flows.Less than 1 yearBetween 1 and 2 yearsBetween 2 and 5 yearsTotalHK$000HK$000HK$000HK$000 At 30 September 2024Trade and bills payables270,101270,101Accruals and other payable

246、s293,433293,433Bank borrowings260,439340,970214,888816,297Loans from non-controlling shareholders of subsidiaries2,6092,609Lease liabilities77,17976,474119,465273,118 901,152420,053334,3531,655,558 Less than 1 yearBetween 1 and 2 yearsBetween 2 and 5 yearsTotalHK$000HK$000HK$000HK$000 At 31 March 20

247、24Trade and bills payables335,457335,457Accruals and other payables150,040150,040Bank borrowings384,360201,053279,192864,605Loans from non-controlling shareholders of subsidiaries3,3593,359Lease liabilities48,62945,51582,862177,006 918,486249,927362,0541,530,467 NAMESON HOLDINGS LIMITED/INTERIM REPO

248、RT 202537NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL INFORMATION(CONTINUED)4 FINANCIAL RISK MANAGEMENT(CONTINUED)4.3 Fair value estimationThe table below analyses financial instruments carried at fair value,by valuation method.The different levels have been defined as follows:Quotedprices(

249、unadjusted)inactivemarketsforidenticalassetsorliabilities(Level1).InputsotherthanquotedpricesincludedwithinLevel1thatareobservablefortheassetorliability,eitherdirectly(thatis,asprices)orindirectly(thatis,derivedfromprices)(Level2).Inputsfortheassetorliabilitythatarenotbasedonobservablemarketdata(tha

250、tis,unobservableinputs)(Level3).The following table presents the Groups financial assets that are measured at fair value at 30 September 2024 and 31 March 2024.Level 1Level 2Level 3TotalHK$000HK$000HK$000HK$000 At 30 September 2024AssetsFinancial assets at fair value through profit or loss Unlisted

251、investments193,632193,632 Level 1Level 2Level 3TotalHK$000HK$000HK$000HK$000 At 31 March 2024AssetsFinancial assets at fair value through profit or loss Unlisted investments191,118191,118 TherewerenotransfersamongLevels1,2and3andnochangesinvaluationtechniquesduringtheperiod.NAMESON HOLDINGS LIMITED/

252、INTERIM REPORT 202538NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL INFORMATION(CONTINUED)4 FINANCIAL RISK MANAGEMENT(CONTINUED)4.3 Fair value estimation(Continued)(a)Financial instruments in level 1The fair value of financial instruments traded in active markets is based on quoted market pri

253、ces at the balance sheet date.A market is regarded as active if quoted prices are readily and regularly available from an exchange,dealer,broker,industry group,pricing service,or regulatory agency,and those prices represent actual and regularly occurring market transactions on an arms length basis.T

254、he quoted market price used for financial assets held by the Group is the current bid price.These instruments are included in level 1.(b)Financial instruments in level 2The fair value of financial instruments that are not traded in an active market(for example,over-the-counter derivatives)is determi

255、ned by using valuation techniques.These valuation techniques maximise the use of observable market data where it is available and rely as little as possible on entity specific estimates.If all significant inputs required to fair value an instrument are observable,the instrument is included in level

256、2.(c)Financial instruments in level 3If one or more of the significant inputs is not based on observable market data,the instrument is included in level 3.Specific valuation techniques used to value financial instruments include:Quotedmarketpricesordealerquotesforsimilarinstruments.Othertechniques,s

257、uchasdiscountedcashflowanalysis,areusedtodeterminefairvaluefortheremainingfinancial instruments.The fair value of the key management insurance contract purchased for key management personnel of the Group is determined based on the cash surrender value in accordance with the key management insurance

258、contract which is not an observable input.Management estimates the fair value based on the latest policy monthly statement of the key management insurance contract provided by the insurance company.The unobservable input is the cash surrender value quoted by the insurance company according to the ke

259、y management insurance contract.When the cash surrender value is higher,the fair value of the key management insurance will be higher.NAMESON HOLDINGS LIMITED/INTERIM REPORT 202539NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL INFORMATION(CONTINUED)5 SEGMENT INFORMATIONThe Groups operating se

260、gments have been determined based on the information reported to and reviewed by the executive directors and senior management of the Company led by the Groups chief executive officer,being the Groups chief operating decision-maker(“CODM”),which are used for the purposes of assessing performance and

261、 making strategic decisions.During the six months ended 30 September 2024 and 2023,the Group has been operating in a single operating segment,i.e.manufacturing of knitwear products.The CODM assesses the performance of the operating segment based on a measure of gross profit.(a)Revenue by location of

262、 goods delivery(Unaudited)Six months ended 30 September20242023HK$000HK$000 Japan592,102764,182North America439,339423,311Europe631,710511,823Mainland China503,805524,447Southeast Asia292,570212,544Other countries326,686290,075 2,786,2122,726,382 (b)Non-current assets(Unaudited)(Audited)As at 30 Sep

263、tember 2024As at 31 March 2024HK$000HK$000 Hong Kong35,94730,725Mainland China427,319436,038Vietnam1,695,3621,594,319Myanmar134,968134,498 2,293,5962,195,580 The non-current assets information above is based on the location of the assets and excludes interest in a joint venture,financial instruments

264、 and deferred income tax assets.NAMESON HOLDINGS LIMITED/INTERIM REPORT 202540NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL INFORMATION(CONTINUED)5 SEGMENT INFORMATION(CONTINUED)(c)Major customersRevenue from customers individually contributing over 10%of the total revenue of the Group is as

265、 follows:(Unaudited)Six months ended 30 September20242023HK$000HK$000 Customer A1,161,2891,307,649Customer B351,306284,741 The five largest customers accounted for approximately 69.1%(2023:72.4%)of revenue for the six months ended 30 September 2024.(d)Disaggregation of revenue from contracts with cu

266、stomersFor the six months ended 30 September 2024 and 2023,the revenue of the Group was recognised at a point in time.6 OTHER INCOME(Unaudited)Six months ended 30 September20242023HK$000HK$000 Rental income from investment properties1,949380Rental income from properties occupied by employees432611Go

267、vernment subsidies(Note(a)1,7633,125Others2,2742,946 6,4187,062 Note:(a)During the six months ended 30 September 2024 and 2023,the government subsidies were granted by the government of the Mainland China.NAMESON HOLDINGS LIMITED/INTERIM REPORT 202541NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINAN

268、CIAL INFORMATION(CONTINUED)7 EXPENSES BY NATUREExpenses included in cost of sales,selling and distribution expense and general and administrative expenses are analysed as follows:(Unaudited)Six months ended 30 September20242023HK$000HK$000 Advertising and promotion expenses3,2334,579Auditors remuner

269、ation audit services1,1611,507 non-audit services289356Depreciation(Note 13)owned property,plant and equipment97,38598,891 right-of-use assets17,63215,934Depreciation of investment properties1,25641Employment benefit expenses(including directors emoluments)544,028534,218Raw materials used1,257,8221,

270、167,981Changes in inventories of finished goods and work in progress181,508297,676Reversal of impairment of inventories(22,775)(22,383)Consumables71,16458,157Subcontracting charges111,75791,632Agency and commission expenses930421Transportation charges18,86715,912Donations794140Short-term lease payme

271、nts501240Utilities expenses65,22065,590Sample charges6,4234,883Others69,96372,660 Total cost of sales,selling and distribution expenses and general and administrative expenses2,427,1582,408,435 NAMESON HOLDINGS LIMITED/INTERIM REPORT 202542NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL INFORM

272、ATION(CONTINUED)8 OTHER GAINS,NET(Unaudited)Six months ended 30 September20242023HK$000HK$000 Net foreign exchange gains14,45524,680Net gains on financial assets at fair value through profit or loss(“FVTPL”)2,5142,489Net gains on disposals of property,plant and equipment8,27019,453Net realised and u

273、nrealised(losses)/gains from derivative financial instruments(275)54 24,96446,676 9 FINANCE EXPENSES,NET(Unaudited)Six months ended 30 September20242023HK$000HK$000 Finance incomeInterest income from bank deposits3,42910,628 Finance expensesInterest expenses on:Bank borrowings(22,886)(30,921)Lease l

274、iabilities(5,724)(2,763)(28,610)(33,684)Finance expenses,net(25,181)(23,056)NAMESON HOLDINGS LIMITED/INTERIM REPORT 202543NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL INFORMATION(CONTINUED)10 INCOME TAX EXPENSESFor the six months ended 30 September 2024,Hong Kong profits tax has been provid

275、ed for at the rate of 16.5%(2023:16.5%)on the estimated assessable profit for the period.The Groups subsidiaries in Mainland China are subject to the China Corporate Income Tax at a rate of 25%(2023:25%)on estimated assessable profits.However,two(2023:two)of the Groups subsidiaries in Mainland China

276、 are subject to the China Corporate Income Tax at the rate of 15%after being assessed as high and new technology enterprises.The Groups subsidiaries in Vietnam are subject to preferential business income tax(“BIT”)at the rate of 17%.According to the investment certificates,the subsidiaries are subje

277、ct to preferential BIT rate on taxable income for the first 10 years from the commencement of operation.In addition,the subsidiaries are entitled to full exemption from BIT for the first 2 years from the first year of earning taxable profit and are eligible for a 50%reduction in the BIT rate in the

278、4 years thereafter.For one of the subsidiaries in Vietnam,the current period is subject to the BIT rate of 17%,whereas,the other two subsidiaries in Vietnam have no taxable profit for the six months ended 30 September 2024.(Unaudited)Six months ended 30 September20242023HK$000HK$000 Current and defe

279、rred income tax Hong Kong profits tax15,4099,653 China corporate income tax28,68732,400 Vietnam business income tax9,4161,778 Deferred taxation(110)(27)53,40243,804 NAMESON HOLDINGS LIMITED/INTERIM REPORT 202544NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL INFORMATION(CONTINUED)11 EARNINGS P

280、ER SHARE(a)BasicBasic earnings per share for the six-month period ended 30 September 2024 and 2023 respectively are calculated by dividing the profit attributable to the owners of the Company by the weighted average number of ordinary shares in issue during the respective periods.(Unaudited)Six mont

281、hs ended 30 September20242023 Profit attributable to the owners of the Company(HK$000)298,185289,122 Weighted average number of ordinary shares in issue(000)2,279,3922,279,392 Basic earnings per share(HK cents)13.112.7 (b)DilutedDiluted earnings per share is calculated by adjusting the weighted aver

282、age number of ordinary shares outstanding assuming conversion of all dilutive potential ordinary shares.The Company has one category of dilutive potential ordinary shares:share options.For the share options,a calculation is done to determine the number of shares that could have been acquired at fair

283、 value(determined as the average annual market price of the Companys shares)based on the monetary value of the subscription rights attached to outstanding share options.The number of shares calculated as above is compared with the number of shares that would have been issued assuming the exercise of

284、 the share options.Diluted earnings per share for the six-month period ended 30 September 2024 and 2023 respectively equals basic earnings per share as the exercise of the outstanding share options would be anti-dilutive.12 DIVIDENDSAt the board meeting held on 22 November 2024,the Board of Director

285、s declared an interim dividend of 9.8 HK cents per share.The interim dividend amounting to approximately HK$223,380,000 has not been recognised as a liability in this interim financial information.It will be recognised as a distribution in shareholders equity for the year ending 31 March 2025.At the

286、 board meeting held on 21 June 2024,the Board of Directors declared a second interim for the year ended 31 March 2024 of 3.5 HK cents per share(in lieu of a final dividend)amounting to a total of HK$79,779,000 and paid on 23 July 2024.At the board meeting held on 24 November 2023,the Board of Direct

287、ors declared an interim dividend for the six-month period ended 30 September 2023 of 9.5 HK cents per share amounting to a total of HK$216,542,000 and paid on 20 December 2023.At the board meeting held on 23 June 2023,the Board of Directors declared a second interim dividend for the year ended 31 Ma

288、rch 2023 of 0.6 HK cents per share(in lieu of a final dividend)amounting to a total of HK$13,676,000 and paid on 25 July 2023.NAMESON HOLDINGS LIMITED/INTERIM REPORT 202545NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL INFORMATION(CONTINUED)13 PROPERTY,PLANT AND EQUIPMENT AND RIGHT-OF-USE ASS

289、ETS(Unaudited)Property,plant and equipmentRight-of-useassetsHK$000HK$000 Six months ended 30 September 2024Opening net book amount at 1 April 20241,785,060290,709Additions200,971115,797Disposals(40)Lease modification(259)Reclassification(3,561)(5,290)Depreciation(Note 7)(97,385)(17,632)Exchange diff

290、erences(73,759)(2,654)Closing net book amount at 30 September 20241,811,286380,671 Six months ended 30 September 2023Opening net book amount at 1 April 20231,780,432334,450Additions69,28849,575Disposals(8,612)Lease modification(323)Reclassification29,500(29,500)Depreciation(Note 7)(98,891)(15,934)Ex

291、change differences(8,571)(640)Closing net book amount at 30 September 20231,763,146337,628 NAMESON HOLDINGS LIMITED/INTERIM REPORT 202546NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL INFORMATION(CONTINUED)14 INTEREST IN A JOINT VENTURE(Unaudited)Six months ended 30 September20242023HK$000HK$

292、000 Beginning of the period7,0835,483Share of post-tax profit of a joint venture919758Share of other comprehensive(loss)/income of a joint venture(412)141Dividend received(750)End of the period6,8406,382 15 FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS(Unaudited)(Audited)As at 30 September 2

293、024As at 31 March 2024HK$000HK$000 Financial assets at FVTPL Unlisted investments,at fair value(Note)193,632191,118 Note:Unlisted investments represent unlisted key management insurance contracts which are debt instruments classified as financial assets at FVTPL.Minimum returns are guaranteed under

294、these contracts with upside variable returns and the respective fixed and determinable returns are recognised as part of“Other gains,net”.The portion allocated as insurance premium is recognised as prepayment and is amortised to the condensed consolidated statement of comprehensive income based on t

295、he estimated years that the Group intends to hold such contracts.NAMESON HOLDINGS LIMITED/INTERIM REPORT 202547NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL INFORMATION(CONTINUED)16 TRADE RECEIVABLES(Unaudited)(Audited)As at30 September2024As at31 March2024HK$000HK$000 Trade receivables409,2

296、34167,149 The credit periods granted by the Group to its customers generally range from 0 to 90 days.As at 30 September 2024 and 31 March 2024,the ageing analysis of the trade receivables based on invoice date is as follows:(Unaudited)(Audited)As at30 September2024As at31 March2024HK$000HK$000 Up to

297、 three months388,989145,002Three to six months18,17820,904Over six months2,0671,243 409,234167,149 There was no movement of impairment of trade receivables during the six months ended 30 September 2024 and 2023.The maximum exposure to credit risk at the reporting date is the fair value of receivable

298、s mentioned above.The Group did not hold any collateral as security.NAMESON HOLDINGS LIMITED/INTERIM REPORT 202548NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL INFORMATION(CONTINUED)17 TRADE AND BILLS PAYABLESAs at 30 September 2024 and 31 March 2024,the ageing analysis of the trade and bill

299、s payables based on invoice date is as follows:(Unaudited)(Audited)As at30 September2024As at31 March2024HK$000HK$000 Within one month101,395192,782One to two months98,55568,148Two to three months56,56663,536Over three months13,58510,991 270,101335,457 The carrying amounts of the trade and bills pay

300、ables approximate their fair values.Note:As at 30 September 2024,trade and bills payables include trade payables to related companies of approximately HK$5,616,000(31 March 2024:HK$2,975,000)(Note 24(b).18 BANK BORROWINGS(Unaudited)(Audited)As at30 September2024As at31 March2024HK$000HK$000 CurrentS

301、hort-term bank borrowings,unsecured67,46260,000Portion of long-term bank borrowings,unsecured,due for repayment within one year189,753293,129 257,215353,129 Non-currentBank borrowings,unsecured530,871454,811 Total bank borrowings788,086807,940 The weighted average effective interest rate as at 30 Se

302、ptember 2024 is 4.86%(31 March 2024:5.66%).NAMESON HOLDINGS LIMITED/INTERIM REPORT 202549NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL INFORMATION(CONTINUED)18 BANK BORROWINGS(CONTINUED)The bank borrowings are due for repayment as follows:(Unaudited)(Audited)As at30 September2024As at31 Marc

303、h2024HK$000HK$000 Within one year257,215353,129Between one and two years322,335181,006Between two and five years208,536273,805 788,086807,940 The above amounts due are based on the schedule repayment dates set out in the relevant agreements and ignore the effect of any repayment on demand clause.19

304、LEASE LIABILITIESThe Groups lease liabilities are analysed as follows:(Unaudited)(Audited)As at30 September2024As at31 March2024HK$000HK$000 CurrentLease liabilities due for repayment within one year65,85942,385 Non-currentLease liabilities due for repayment after one year:Between one and two years6

305、8,38341,052Between two and five years113,37179,623 181,754120,675 Total lease liabilities247,613163,060 The weighted average effective interest rate as at 30 September 2024 is 5.13%(31 March 2024:4.31%).NAMESON HOLDINGS LIMITED/INTERIM REPORT 202550NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCI

306、AL INFORMATION(CONTINUED)19 LEASE LIABILITIES(CONTINUED)The lease liabilities are due for repayment as follows:(Unaudited)(Audited)As at30 September2024As at31 March2024HK$000HK$000 Gross lease liabilities minimum lease payments:Within one year77,17948,629Between one and two years76,47445,515Between

307、 two and five years119,46582,862 273,118177,006Future finance charges on leases(25,505)(13,946)Present value of lease liabilities247,613163,060 As at 30 September 2024,the carrying amounts of lease liabilities are denominated in US$,RMB and HK$(31 March 2024:same).20 SHARE CAPITAL(Unaudited)(Audited

308、)As at 30 September 2024As at 31 March 2024Number ofsharesNominalvalueNumber ofsharesNominalvalueHK$HK$Authorised:Ordinary shares at HK$0.01 each5,000,000,00050,000,0005,000,000,00050,000,000 Issued and fully paid:Ordinary shares of HK$0.01 each2,279,392,00022,793,9202,279,392,00022,793,920 NAMESON

309、HOLDINGS LIMITED/INTERIM REPORT 202551NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL INFORMATION(CONTINUED)21 SHARE-BASED PAYMENTSMovements of the share options under the share option scheme during the six months ended 30 September 2024 are as follows:Number of share options Date of grantExer

310、cise price HK$Exercise periodAs at1 April2024Grantedduring theperiodExercisedduring theperiodCancelledduring theperiodAs at30 September2024 Directors29 August 20161.39429 August 2017 to 28 August 20263,000,0003,000,00028 August 20171.46228 August 2018 to 27 August 20276,500,0006,500,00020 April 2018

311、1.70020 April 2019 to 19 April 20281,500,0001,500,000Other employees of the Group29 August 20161.39429 August 2017 to 28 August 202611,138,00011,138,00028 August 20171.46228 August 2018 to 27 August 202726,400,00026,400,000 Total48,538,00048,538,000 NAMESON HOLDINGS LIMITED/INTERIM REPORT 202552NOTE

312、S TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL INFORMATION(CONTINUED)21 SHARE-BASED PAYMENTS(CONTINUED)The share options granted to the above Directors and other employees of the Group shall be vested in three equal tranches.The vesting periods of the share options are between the date of grant a

313、nd the dates of commencement of exercise periods.The vesting periods and exercise periods of the share options are as follows:Share optionsVesting periodExercise period Granted on 29 August 20169,366,666 share options(rounded to the nearest number of share options which represents an integral multip

314、les of one board lot)29 August 2016 to 28 August 201729 August 2017 to 28 August 20269,366,666 share options(rounded to the nearest number of share options which represents an integral multiples of one board lot)29 August 2016 to 28 August 201829 August 2018 to 28 August 20269,366,668 share options2

315、9 August 2016 to 28 August 201929 August 2019 to 28 August 2026 Granted on 28 August 201719,933,333 share options(rounded to the nearest number of share options which represents an integral multiples of one board lot)28 August 2017 to 27 August 201828 August 2018 to 27 August 202719,933,333 share op

316、tions(rounded to the nearest number of share options which represents an integral multiples of one board lot)28 August 2017 to 27 August 201928 August 2019 to 27 August 202719,933,334 share options28 August 2017 to 27 August 202028 August 2020 to 27 August 2027 Granted on 20 April 2018500,000 share

317、options20 April 2018 to 19 April 201920 April 2019 to 19 April 2028500,000 share options20 April 2018 to 19 April 202020 April 2020 to 19 April 2028500,000 share options20 April 2018 to 19 April 202120 April 2021 to 19 April 2028 NAMESON HOLDINGS LIMITED/INTERIM REPORT 202553NOTES TO THE CONDENSED C

318、ONSOLIDATED INTERIM FINANCIAL INFORMATION(CONTINUED)21 SHARE-BASED PAYMENTS(CONTINUED)The Company has used the Binomial Model for assessing the fair value of the share options granted.According to the Binomial Model,the fair value of the options granted have taken into account various factors,variab

319、les and assumptions which include the following:Date of grant29 August 201628 August 201720 April 2018 Risk-free interest rate1.01%1.50%1.50%Expected volatility40.28%39.02%39.02%Expected annual dividend yield3.95%3.83%3.83%No expenses for share options granted to directors and employees was recognis

320、ed as“employment benefit expenses”in the condensed consolidated statement of comprehensive income for the six months ended 30 September 2024 and 2023.22 RESERVESAttributable to the owners of the Company(Unaudited)Otherreserves(Note)ExchangereserveShareoptionreserveRetainedearningsTotalHK$000HK$000HK

321、$000HK$000HK$000 As at 1 April 20241,586,311(19,365)13,761779,6072,360,314Profit for the period298,185298,185 Other comprehensive loss:Currency translation difference(72,275)(72,275)Share of other comprehensive loss of a joint venture(412)(412)Total comprehensive(loss)/income for the period(72,687)2

322、98,185225,498Transactions with owners:Dividends(Note 12)(79,779)(79,779)As at 30 September 20241,586,311(92,052)13,761998,0132,506,033 NAMESON HOLDINGS LIMITED/INTERIM REPORT 202554NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL INFORMATION(CONTINUED)22 RESERVES(CONTINUED)Attributable to the o

323、wners of the Company(Unaudited)Otherreserves(Note)ExchangereserveShareoptionreserveRetainedearningsTotalHK$000HK$000HK$000HK$000HK$000 As at 1 April 20231,586,3114,03513,981647,9332,252,260Profit for the period289,122289,122 Other comprehensive loss:Currency translation difference(23,118)(23,118)Sha

324、re of other comprehensive income of a joint venture141141 Total comprehensive(loss)/income for the period(22,977)289,122266,145Transactions with owners:Share option scheme Transfer of reserve upon expiry of share options(159)159Dividends(Note 12)(13,676)(13,676)As at 30 September 20231,586,311(18,94

325、2)13,822923,5382,504,729 Note:Other reserves mainly represent the share premium,and fair value of the consideration given in excess of the paid-in capital of the companies comprising the Group in relation to the Companys reorganisation.NAMESON HOLDINGS LIMITED/INTERIM REPORT 202555NOTES TO THE CONDE

326、NSED CONSOLIDATED INTERIM FINANCIAL INFORMATION(CONTINUED)23 COMMITMENTS(a)Operating lease arrangementsAs at 30 September 2024 and 31 March 2024,the aggregate future minimum lease payments receivable under non-cancellable operating leases in respect of the Groups investment properties are as follows

327、:(Unaudited)(Audited)As at30 September2024As at31 March2024HK$000HK$000 Within one year17,324260Between 1 and 2 years17,064Between 2 and 3 years17,064Between 3 and 4 years17,234Between 4 and 5 years18,087Later than 5 years 295,395 382,168260 (b)Capital commitmentsAs at 30 September 2024 and 31 March

328、 2024,the capital expenditure contracted but not yet incurred is as follows:(Unaudited)(Audited)As at30 September2024As at31 March2024HK$000HK$000 Property,plant and equipment and right-of-use assets contracted but not provided for142,107165,638 NAMESON HOLDINGS LIMITED/INTERIM REPORT 202556NOTES TO

329、 THE CONDENSED CONSOLIDATED INTERIM FINANCIAL INFORMATION(CONTINUED)24 RELATED PARTY TRANSACTIONSIn addition to those disclosed elsewhere in the interim financial information,the following is a summary of significant related party transactions which,in the opinion of the directors,are entered into t

330、he ordinary course of business between the Group and its related parties,and the balances arising from related transactions.Name of related partiesRelationship with the Group Hanyi Investments LimitedControlled by Mr.Wong Ting Chung#,Mr.Wong Ting Chun#(Executive Director)and Mr.Wong Ting Kau#Huizhou

331、 Gangsheng Property Co.,Ltd*Controlled by Mr.Wong Ting Chung#,Mr.Wong Wai Yue(Chairman and Executive Director),Mr.Wong Ting Chun#(Executive Director),Mr.Wong Ting Kau#and Mr.Lin Xiugao,the cousin of Mr.Wong Ting Chung#Huizhou Huaerkang Technology Co.,Ltd.*Controlled by Mr.Wong Wai Yue(Chairman and E

332、xecutive Director)Hebei Yuteng Cashmere Products Co.,Ltd*The non-controlling interests of subsidiaries of the GroupHuizhou Chuang Ye Xing Property Management Co.,Ltd*Controlled by Mr.Wong Ting Chung#HEK(HK)Ltd.Controlled by Mr.Wong Wai Yue(Chairman and Executive Director)SML&FT(Vietnam)LimitedWholly

333、 owned subsidiary of a joint venture formed between the Group and an independent third partyTongxiang Yuteng Cashmere Clothing Co.,Ltd.*Wholly owned subsidiary of the non-controlling interests of a subsidiary of the GroupDongguan Jiuying Trading Co.,Ltd.*The non-controlling interests of a subsidiary of the Group#As Mr.Wong Ting Chung is the settlor,the protector and one of the beneficiaries of the