Earnings release
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1 Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. (Incorporated in the Cayman Islands with limited liabili ty) (Stock code: 2222) NVC International Holdings Limited 雷士國際控股有限公司 INTERIM RESULTS ANNOUNCEMENT FOR THE SIX MONTHS ENDED 30 JUNE 2026 HIGHLIGHTS FOR THE SIX MONTHS ENDED 30 JUNE 2026: • The Group ’s revenue amounted to US$119,503,000, representing an increase of 11.5% as compared with Corresponding Period. • The Group ’s gross profit amounted to US$39,270,000, representing a decrease of 3.2% as compared with Corresponding Period. • The Group ’s profit before income tax amounted to US$2,035,000, with the profit before income tax amounted to US$16,742,000 in the Corresponding Period. • Profit for the period attributable to owners of the Company amounted to US$959,000, with the profit for the period attributable to owners of the Company amounted to US$15,218,000 in the Corresponding Period. • Basic earnings per share attributable to owners of the Company amounted to US$0.19 cents (basic earnings per share attributable to owners of the Company in the Corresponding Period: US$3.00 cents). • The Board has resolved not to declare an interim dividend (Corresponding Period: no interim dividend declared). The Board announces the interim results of the Group for the Period under Review. The interim results have been reviewed by the Audit Committee and the external auditor of the Company, Deloitte Touche Tohmatsu.
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2 CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS FOR THE SIX MONTHS ENDED 30 JUNE 2026 Six months ended 30 June 2026 2025 NOTES US$’000 US$’000 (unaudited) (unaudited) Revenue 3 119,503 107,162 Cost of sales (80,233) (66,586) Gross profit 39,270 40,576 Other income 5 3,463 3,187 Other gains and losses (1,614) 8,357 Selling and distribution expenses (14,619) (15,180) Administrative expenses (16,071) (15,980) Reversal (recognition) of impairment losses under expected credit loss model, net 80 (268) Other expenses (3,834) (3,123) Finance costs (402) (259) Share of results of associates (4,238) (568) Profit before tax 2,035 16,742 Income tax expense 6 (929) (1,478) Profit for the period 7 1,106 15,264 Profit for the period attributable to: Owners of the Company 959 15,218 Non-controlling interests 147 46 1,106 15,264 Earnings per share 8 Basic (US$ cents) 0.19 3.00
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3 CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE SIX MONTHS ENDED 30 JUNE 2026 Six months ended 30 June 2026 2025 US$’000 US$’000 (unaudited) (unaudited) Profit for the period 1,106 15,264 Other comprehensive income (expense) Item that will not be reclassified subsequently to profit or loss: Fair value gain (loss) on investments in equity instruments at fair value through other comprehensive income ( “FVTOCI ”), net of tax 49 (702) Share of other comprehensive income of associates, net of related income tax 2,176 – Items that may be reclassified subsequently to profit or loss: Exchange differences arising on translation of foreign operations 9,172 (1,954) Share of other comprehensive income of associates, net of related income tax 1,744 612 Total comprehensive income for the period 14,247 13,220 Total comprehensive income for the period attributable to: Owners of the Company 14,200 13,121 Non-controlling interests 47 99 14,247 13,220
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4 CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION AT 30 JUNE 2026 30 June 2026 31 December 2025 NOTES US$’000 US$’000 (unaudited) (audited) Non-current assets Property, plant and equipment 59,134 60,251 Right-of-use assets 22,466 23,063 Investment properties 1,493 1,644 Goodwill 31,094 30,074 Other intangible assets 34,959 34,853 Interests in associates 121,605 118,128 Equity instruments at FVTOCI 1,584 1,535 Deferred tax assets 1,720 1,739 Deposits 44,188 42,577 318,243 313,864 Current assets Inventories 50,362 43,613 Trade and bills receivables 10 46,142 44,998 Other receivables, deposits and prepayments 16,667 14,786 Tax recoverable – 73 Financial assets at fair value through profit or loss ( “FVTPL”) 52,966 51,965 Cash and cash equivalents 122,979 124,449 289,116 279,884 Current liabilities Trade and bills payables 11 46,839 40,047 Other payables and accruals 33,727 43,974 Contract liabilities 1,364 1,192 Borrowings 12 7,684 5,433 Deferred income 148 144 Lease liabilities 1,731 2,229 Financial liabilities at FVTPL 480 400 Tax liabilities 3,520 3,934 95,493 97,353 Net current assets 193,623 182,531 Total assets less current liabilities 511,866 496,395
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5 Non-current liabilities Borrowings 12 8,809 8,109 Deferred income 204 188 Lease liabilities 2,623 2,790 Deferred tax liabilities 6,497 6,637 Financial liabilities at FVTPL 1,972 2,398 20,105 20,122 NET ASSETS 491,761 476,273 Capital and reserves Share capital 13 1 1 Reserves 486,916 473,035 Equity attributable to owners of the Company 486,917 473,036 Non-controlling interests 4,844 3,237 TOTAL EQUITY 491,761 476,273 CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED) AT 30 JUNE 2026 30 June 2026 31 December 2025 NOTES US$’000 US$’000 (unaudited) (audited)
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6 NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2026 1. BASIS OF PREPARATION The condensed consolidated financial statements of NVC International Holdings Limited (the “Company ”) and its subsidiaries (collectively referred to as the “Group”) for the six months ended 30 June 2026 have been prepared in accordance with International Accounting Standard 34 Interim Financial Reporting issued by the International Accounting Standards Board ( “IASB”) as well as the applicable disclosure requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited. 2. PRINCIPAL ACCOUNTING POLICIES The condensed consolidated financial statements have been prepared on the historical cost basis except for certain financial instruments which are measured at fair value, as appropriate. Other than additional accounting policies resulting from application of amendments to IFRS Accounting Standards, the accounting policies and methods of computation used in the condensed consolidated financial statements for the six months ended 30 June 2026 are the same as those presented in the Group ’s annual consolidated financial statements for the year ended 31 December 2025. Application of amendments to IFRS Accounting Standards In the current interim period, the Group has applied the following amendments to IFRS Accounting Standards issued by the IASB, for the first time, which are mandatorily effective for the Group ’s annual period beginning on 1 January 2026 for the preparation of the Group ’s condensed consolidated financial statements: Amendments to IFRS 9 and IFRS 7 Amendments to the Classification and Measurement of Financial Instruments Amendments to IFRS 9 and IFRS 7 Contracts Referencing Nature-dependent Electricity Amendments to IFRS Accounting Standards Annual Improvements to IFRS Accounting Standards-V olume 11
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7 The application of the amendments to IFRS Accounting Standards in the current interim period has had no material impact on the Group ’s financial positions and performance for the current and prior periods and/or on the disclosures set out in these condensed consolidated financial statements. 3. REVENUE (i) Disaggregation of revenue from contracts with customers For the six months ended 30 June 2026 International NVC brand Domestic non-NVC brand International non-NVC brand Total US$’000 US$’000 US$’000 US$’000 Sales to external customers 15,614 3,977 99,912 119,503 Geographical markets United States – – 72,219 72,219 Japan – – 22,426 22,426 The PRC – 3,977 – 3,977 Netherlands – – 1,579 1,579 United Kingdom 7,987 – 645 8,632 Other countries 7,627 – 3,043 10,670 Total 15,614 3,977 99,912 119,503 Timing of revenue recognition A point in time 15,614 3,977 99,912 119,503
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8 3. REVENUE (CONTINUED) (i) Disaggregation of revenue from contracts with customers (Continued) For the six months ended 30 June 2025 International NVC brand Domestic non-NVC brand International non-NVC brand Total US$’000 US$’000 US$’000 US$’000 Sales to external customers 15,859 4,348 86,955 107,162 Geographical markets United States – – 63,005 63,005 Japan – – 19,831 19,831 The PRC – 4,348 – 4,348 Netherlands – – 534 534 United Kingdom 9,363 – 717 10,080 Other countries 6,496 – 2,868 9,364 Total 15,859 4,348 86,955 107,162 Timing of revenue recognition A point in time 15,859 4,348 86,955 107,162
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9 4. OPERATING SEGMENTS Information reported to the executive directors of the Company, being the Chief Operating Decision Maker ( “CODM”), for the purposes of resource allocation and assessment of segment performance focuses on types of goods or services delivered or provided. Specifically, the Group ’s reportable segments under IFRS 8 are as follows: • International NVC brand – sales of NVC branded lighting products outside the People ’s Republic of China (the “PRC”) • Domestic non-NVC brand – domestic sales of non-NVC branded lighting products in the PRC • International non-NVC brand – sales of non-NVC branded lighting products outside the PRC The following is an analysis of the Group ’s revenue and results by reportable segments: For the six months ended 30 June 2026 International NVC brand Domestic non-NVC brand International non-NVC brand Consolidated US$’000 US$’000 US$’000 US$’000 Segment revenue: Sales to external customers 15,614 3,977 99,912 119,503 Segment results 6,678 562 32,030 39,270 Reconciliation Other income 3,463 Other gains and losses (1,614) Unallocated expenses (34,524) Reversal of impairment losses under expected credit loss model, net 80 Finance costs (402) Share of results of associates (4,238) Profit before tax 2,035
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10 4. OPERATING SEGMENTS (CONTINUED) For the six months ended 30 June 2025 International NVC brand Domestic non-NVC brand International non-NVC brand Consolidated US$’000 US$’000 US$’000 US$’000 Segment revenue: Sales to external customers 15,859 4,348 86,955 107,162 Segment results 6,089 759 33,728 40,576 Reconciliation Other income 3,187 Other gains and losses 8,357 Unallocated expenses (34,283) Recognition of impairment losses under expected credit loss model, net (268) Finance costs (259) Share of results of associates (568) Profit before tax 16,742 Segment profit represents the profit earned by each segment without allocation of other income, other gains or losses, impairment losses under expected credit loss model, net of reversals, unallocated expenses, finance costs and share of results of associates. This is the measure reported to the CODM for the purposes of resource allocation and performance assessment. The CODM makes decisions according to operating results of each segment. No analysis of segment asset and segment liability is presented as the CODM does not regularly review such information for the purposes of resources allocation and performance assessment. Therefore, only segment revenue and segment results are presented.
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11 5. OTHER INCOME Six months ended 30 June 2026 2025 US$’000 US$’000 (unaudited) (unaudited) Government grants and other subsidies 27 279 Bank interest income 1,462 990 Consultancy service income 579 572 Trademark licensing fee 437 508 Rental income – lease payments that are fixed 358 243 Surcharges from suppliers 239 129 Others 361 466 3,463 3,187 6. INCOME TAX EXPENSE Six months ended 30 June 2026 2025 US$’000 US$’000 (unaudited) (unaudited) Current tax: Hong Kong Profits Tax 605 807 PRC Enterprise Income Tax 214 88 Other countries 510 732 1,329 1,627 Deferred tax (400) (149) Total 929 1,478
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12 6. INCOME TAX EXPENSE (CONTINUED) Under the two-tiered profits tax rates regime of Hong Kong Profits Tax, the first HK$2 million of profits of the qualifying group entity will be taxed at 8.25%, and profits above HK$2 million will be taxed at 16.5%. The profits of group entities not qualifying for the two-tiered profits tax rates regime will continue to be taxed at a flat rate of 16.5%. Under the Law of the PRC on Enterprise Income Tax (the “EIT Law ”) and Implementation Regulation of the EIT Law, the tax rate of the PRC subsidiaries is 25% for both periods presented. ETi Solid State Lighting (Zhuhai) Limited and Zhejiang Jiangshan Sunny Electron Co., Ltd. were recognised as high-tech enterprise by the PRC tax authority and entitled a preferential tax rate of 15% for both periods. Taxation arising in other jurisdictions is calculated at the rates prevailing in the relevant jurisdictions. The Group is operating in certain jurisdictions where the Pillar Two Rules is enacted but not effective. However, as the Group ’s consolidated annual revenue is expected to be less than EUR 750,000,000, the management of the Group considered the Group is not liable for top-up tax under the Pillar Two Rules and therefore, has not made relevant disclosures of qualitative and quantitative information about the Group ’s exposure to the Pillar Two income taxes.
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13 7. PROFIT FOR THE PERIOD Profit for the period has been arrived at after charging (crediting): Six months ended 30 June 2026 2025 US$’000 US$’000 (unaudited) (unaudited) Amortisation of other intangible assets (included in “cost of sales ”) 2,054 1,348 Depreciation – Property, plant and equipment 2,787 3,269 – Investment properties 204 370 – Right-of-use-assets 1,415 1,130 Total amortisation and depreciation 6,460 6,117 Employee benefit expenses (including directors ’ remuneration): Wages and salaries 21,152 21,117 Pension scheme contributions 2,119 2,070 Other welfare expenses 516 564 Total staff costs 23,787 23,751 Cost of inventories recognised as expense 78,481 66,728 Research and development costs (included in “other expenses ”) 3,834 3,123 Write-down of inventories (included in “cost of sales ”) 1,752 142 Reversal (recognition) of impairment losses under expected credit loss model, net 80 (268)
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14 8. EARNINGS PER SHARE The calculation of the basic earnings per share attributable to the owners of the Company is based on the following data: Six months ended 30 June 2026 2025 US$’000 US$’000 (unaudited) (unaudited) Profit for the period attributable to owners of the Company for the purpose of basic earnings per share 959 15,218 2026 2025 ’000 ’000 (unaudited) (unaudited) Weighted average number of ordinary shares for the purpose of basic earnings per share 507,274 507,274 No diluted earnings per share were presented as there were no potential ordinary shares in issue for both periods presented. 9. DIVIDEND No dividend was paid or proposed for ordinary shareholders of the Company during the current and prior interim periods, nor has any dividend been proposed since the end of the reporting period.
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15 10. TRADE AND BILLS RECEIV ABLES 30 June 31 December 2026 2025 US$’000 US$’000 (unaudited) (audited) Trade receivables 46,591 45,485 Less: allowance for credit losses (449) (556) 46,142 44,929 Bills receivables – 69 46,142 44,998 The following is an analysis of trade receivables by age, net of allowance for credit losses, presented based on the transaction date. 30 June 31 December 2026 2025 US$’000 US$’000 (unaudited) (audited) Within 3 months 42,569 39,328 4 to 6 months 1,530 3,884 7 to 12 months 609 564 1 to 2 years 298 38 Over 2 years 1,136 1,115 46,142 44,929 The Group allows an average credit period of 30 to 90 days to its trade customers. As at 30 June 2026, the Group held no bills received for future settlement of trade receivables (31 December 2025: US$69,000). All bills received by the Group are with a maturity period of less than six months. Other than bills receivables, carrying amount of trade receivables amounted to US$5,089,000 (unaudited) (31 December 2025: US$7,479,000) have been pledged as security for the Group's borrowings.
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16 10. TRADE AND BILLS RECEIV ABLES (CONTINUED) The basis of determining the inputs and assumptions and the estimation techniques used in the condensed consolidated financial statements for the six months ended 30 June 2026 to calculate the impairment losses of trade and bills receivables under expected credit loss model are the same as those followed in the preparation of the Group's annual financial statements for the year ended 31 December 2025. During the current interim period, the Group reversed the impairment losses of US$80,000 (unaudited) (six months ended 30 June 2025: recognised impairment losses of US$268,000 (unaudited)) under expected credit loss model. 11. TRADE AND BILLS PAYABLES The following is an analysis of trade payables not under supplier finance arrangement by age, presented based on the transaction date. 30 June 31 December 2026 2025 US$’000 US$’000 (unaudited) (audited) Within 3 months 36,141 35,424 4 to 6 months 757 421 7 to 12 months 65 362 1 to 2 years 101 228 Over 2 years 1,268 732 38,332 37,167
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17 12. BORROWINGS 30 June 31 December 2026 2025 US$’000 US$’000 (unaudited) (audited) Bank loans Unsecured (Note a) 13,214 12,955 Secured (Note b) 3,279 587 16,493 13,542 Analysis as: non-current 8,809 8,109 current 7,684 5,433 16,493 13,542 Notes: a) The loans are unsecured, carried interest at variable rates ranging from one-year Loan Prime Rate (the “LPR ”) promulgated by the People's Bank of China less 20 basis points and are repayable by the end of December 2027. Of the total outstanding loans, RMB30,000,000 (equivalent to US$4,405,000) is repayable in October 2026 and is classified as current liabilities, while the remaining RMB60,000,000 (equivalent to US$8,809,000) is repayable in October 2027 and December 2027 and is classified as non- current liabilities. The proceeds were used to finance daily operations. b) The loans are secured, carried interest at a variable rate of 1.9% above the Bank of England base rate and are repayable within one year. The proceeds were used to finance daily operations.
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18 13. SHARE CAPITAL Number of Share shares capital ’000 US$ Authorised ordinary share of US$0.000001 each 50,000,000 46,977 Issued and fully paid At 31 December 2025 (audited) and 30 June 2026 (unaudited) 507,274 1,268 14. CAPITAL AND OTHER COMMITMENTS 30 June 31 December 2026 2025 US$’000 US$’000 (unaudited) (audited) Amounts contracted for but not provided in the condensed consolidated financial statements – Acquisition of property, plant and equipment 781 519
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19 MANAGEMENT DISCUSSION AND ANALYSIS Market and Performance Review In the first half of 2026, the global economy continued to navigate a complex and uncertain environment. Geopolitical tensions in the Middle East, evolving trade policies among major economies and ongoing supply chain adjustments created additional volatility in global markets. Over the period, headwinds from intensifying trade barriers and persistent geopolitical uncertainties were partly offset by easing inflationary pressures, improving financial conditions. Nevertheless, consumer and business sentiment remained cautious, reflecting concerns over the sustainability of global economic growth and international trade developments. The global economy growth was expected to slow to 3.0% in 2026 according to the latest World Economic Outlook published by the International Monetary Fund. Against this backdrop, market demand remained under pressure and competition within the industry continued to intensify. In response to the challenging operating environment, the Group remained focused on strengthening its competitiveness through operational efficiency enhancement. The Group continued to strengthen the self- manufacturing capabilities of its factories through process optimization, automation upgrades and technological improvements. These initiatives enabled the Group to improve operational efficiency and enhance its resilience in a challenging market environment. During the Period under Review, the international lighting business remained the core business of the Group, which contributed the majority of the Group ’s revenue. Despite the difficult economic environment, in order to maintain the healthy development of its business, the Group has implemented a number of reforms, including developing new product designs, launching new products and evaluating the Group ’s procurement strategies, so as to help enhance the competitiveness of the Group ’s products in terms of pricing and functionality.
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20 Selling and Distribution The Group has established sales networks and channels in major countries and regions including North America, Europe, Australia, East Asia, the Middle East, Southeast Asia and the PRC leveraging its extensive marketing experience and superior globe-based operation team. North American and Japanese Markets In the first half of 2026, the global lighting industry in North America faced overall pressure. The war in the Middle East caused a surge in oil prices, exacerbating material and transportation costs across the business. At the same time, challenges in the global lighting business were compounded by exchange rate fluctuations and changes in tariffs resulting from uncertainties in the global economic and political landscape. By actively addressing these adverse factors through the launch of new products, cost reduction, and efficiency improvement, the Group achieved solid overall performance in the first half of the year. In Japan, the economy showed a modest recovery in the first half of 2026; however, the depreciation of Japanese yen pushed up prices, crushed local small and medium- sized enterprises, and suppressed consumer spending. Overall, this represented a fragmented and weak recovery characterized by prosperity for large enterprises and pressure on small businesses and citizens. The residential lighting market in Japan was compromised by sluggish new home construction, resulting in a slight decline in overall market size. The model of relying solely on low-price competition remained unsustainable, while high-value-added products featuring functional, health-oriented, and circadian lighting demonstrated greater market resilience and profitability.
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21 UK and Nordic Markets The UK and European market continued to be impacted by slow economic growth, a lack of liquidity and low confidence. The macro issues Russia and the Middle East further eroded economic confidence across all of Europe, and the UK faced further uncertainties with another change in government leadership about to take effect. The security crisis in Ukraine specifically impacted the Finnish market where there is a shared border with Russia. The broader electrical market demonstrated little growth on the back of weak construction activity, with major distributors worked hard to maintain business levels seeing some boost from EV segment partially offsetting declines in product sales, including lighting. Our approach in a congested, over-supplied market is to focus on a limited number of attractive vertical segments, developing our PROe / LiFe product offering as a genuine alternative to competitors and backing this with a strong environmental, service and support package to notable developments in the UK. Dernier and Hamlyn ( “D&H”) operates in an area of the economy that remains largely insulated from the wider macro-economic pressures that NVC suffers. It is a super- premium business that trades direct, focusing on creating awareness and demand with interior designers for high-end clients. The overall performance was challenging, with sales declined, primarily due to ongoing difficulties with major customers who continued to lose market share. This occurred despite strong performance in the Nordics, particularly in Sweden. Our operations consist of three distinct subsidiaries: NVC UK, which is active in the general commercial lighting sector in the UK; D&H, a bespoke lighting manufacturer based in the UK; and NVC Nordics, a general commercial lighting player primarily operating in the Swedish, Finnish, and Danish markets. In the UK, the business has been working on de-risking by developing its demand generation strategy but also increasing business with the two largest UK distributors. The continued strategic focus on value added products (PROe & LiFE) and targeting key verticals showed promise, but will only realise the full opportunity once the initiative is fully embedded which under the recently appointed new commercial leadersh ip.
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22 Although D&H recorded a flat performance in the first half of 2026, it is expected to deliver another year of significant sales growth, supported by its relatively new commercial leadership and the new London location. The order book remains robust for the second half of 2026 as brand awareness continues to strengthen. NVC Nordics is committed to achieving aggressive performance in 2026, building on the momentum seen since the buyout. The business has delivered sales growth & strong profit growth. This is entirely built on improved collaboration in Sweden with major customers and new products. The impact of these new products, along with the strong trends we are observing in Sweden, is expected to continue in second half year of 2026. Other Overseas Markets At 2025, we realigned the dual-channel business strategy focusing on Flow Channels and Project Channels. This strategy has shown promising results in the first half of 2026. We will continue to advance the Flow Channel approach, while optimizing the Project Channels. By transitioning from highly customized projects to standardized customized projects, we will reorganize the channel into overseas distribution and local distribution in Vietnam, aiming for higher efficiency and scalability. Overseas Markets Performance – Although procurement activity from customers in Papua New Guinea and Uruguay slowed due to the war, we continued to expand overseas markets and plan to further penetrate southern Malaysia to drive new growth. At the same time, by participating in major trade shows, hosting customer seminars, and deepening business development efforts in the ASEAN region, we continue to enhance brand awareness and market influence to lay the foundation for future business growth. Vietnam Market – Market performance was affected by project delays and changes in the order structure, leading to increased costs. Overall results fell short of expectations. The team is actively optimizing project execution and resource allocation to support future business growth.
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23 Singapore & Surrounding Markets – Amid intense market competition, business performance met expectations. In the first half of 2026, we made steady progress on several key projects, further enhancing competitiveness and brand influence in Singapore and surrounding markets. Brand Image Building and New Product Research and Development “Light ”, “Air”, and “Water” are the three key elements of the Group ’s business development and also the three main threads of brand building. Among these, “Light ” has consistently served as the Group ’s sustained driving force and foundational core. In 2026, the Group continued to advance the integration and optimization of its lighting sub-brands, strengthening synergies among them and laying a more solid foundation for future market expansion. On this basis, each sub-brand actively participated in key industry exhibitions across various regions, showcasing annual new products and technological achievements. Through in-depth engagement with industry stakeholders, the Group promptly captured evolving market demands and frontier trends, continuously enhancing its market connectivity. Building on this, the Group further deepened its content operations across social media platforms and promoted more systematic and continuous communications around new product launches and brand campaigns, improving brand reach efficiency and visibility within target markets. Driven by the coordinated development of brand integration, market expansion, and communications operations, the Group ’s brand portfolio maintained steady and coordinated development across its various business regions. In the first half of 2026, the Group continued to uphold a brand strategy of “Advancement through Stability, ” advancing a systematic review and optimization of its brand portfolio. While preserving each brand ’s distinct positioning and core strengths, the Group enhanced brand recognition and professional service capabilities across its portfolio. “NVC Lighting ” progressed the refinement of its brand identity system, retaining its established color palette and core visual elements while enhancing logo applications, scenario-based visual expression, and design standards to improve overall consistency and modernity. Concurrently, the brand delivered key projects in the United Kingdom, consolidating its capabilities in overseas professional lighting solutions through practical implementation.
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24 The newly established brand “AURA”, which has been vigorously developed in recent years, specializes in trendy linear lighting system. To support regional business promotion efforts, the Group remained focused on the segment of modern linear luminaires, with continued clarification of product positioning and design language to sharpen its recognition and application value within younger and design-oriented markets. Building on the continuous deepening of its brand positioning, the Group coordinated its international market expansion. “ETI” and “NVC Lighting ” participated in major industry exhibitions across the United States, the United Kingdom, and Germany, presenting new products and integrated solutions to extend their international market presence. In parallel, each brand continued to optimize its social media operations, primarily on Facebook and LinkedIn, to strengthen brand exposure and engagement efficiency across key target markets. The Group attaches great importance to the research and development of innovative technologies. The research department is responsible for the planning, research, design and development of the Group ’s lighting products. It takes “Researching light, making lighting products with heart and making people ’s lives better ” as well as “Life As You Wish • 讓生活如您所願 ” as its missions. The research department adheres to four core principles of “Innovation First ”, “Rapid Response ”, “Quality as the Foundation ”, and “Lean Cost Control ”, and implements a three-stage iterative R&D strategy of “Production Generation ”, “Development Generation ” and “Pre-research Generation ”, thereby establishing a tiered product pipeline to mitigate the risk of gaps in product iteration. At the same time, the department has propelled an integrated operational mechanism for synchronous development and concurrent engineering across the Group ’s entire business chain, breaking down silos between R&D, supply chain, production, quality control, and sales, as well as eliminating barriers to interdepartmental collaboration. This has reduced the time required for the full product lifecycle from project initiation to prototyping, validation, and mass production to significantly improve the conversion rate of new product R&D and delivery efficiency, and strengthen the Group ’s global product competitiveness. In the first half of 2026, in line with the customization needs of major overseas customers and the growth strategy for proprietary brands, the R&D team precisely segmented R&D segments. Targeting core channel customers in different regions, and focusing on the two proprietary brands of ETI and D&H, the team carried out specialized R&D and industrial design work for specific product lines. In the process of developing a series of new products in 2026, we focused on improving our R&D technology and efficiency, and continued to develop and enhance platformization, serialization, modularization and standardization.
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25 Future Prospects In the second half of 2026, the international lighting business will remain the Group ’s core business. The innovative efforts of the R&D team enable the Group to expand its product portfolio in a rapid and cost-effective manner and remain competitive in the market. The strong sales channels of the Group, together with the promotion of new products, will help to further improve the Group ’s sales performance in future. In addition, the Group will continue to optimise the management structure and integrate the overseas business. Based on the business in the U.S. and the UK, it will continue to strengthen the business in the Middle East and Southeast Asia markets, while promoting the developed cost-effective products and intelligent products to different overseas markets. The Group will proactively improve its brand image to enhance its brand awareness in international markets. North American and Japanese Markets In the U.S. market, what we are currently seeing is not a recession, but a “reset in consumer priorities ”. The U.S. home improvement market in 2026 is not experiencing a widespread contraction; rather, there has been a structural shift in consumer spending patterns. High interest rates and soaring housing prices have consistently dampened home sales and large-scale renovation projects. Despite a significant slowdown in spending on large and high-priced lighting fixtures, demand is gradually recovering. In the second half of the year, we will adjust our product sales strategy across online and QC channels. For ETI-branded products, we will systematically review the commercial product line and incorporate promotional plans while considering inventory age. With respect to organizational structure, we will reintegrate the lighting department and adjust strategic suppliers for core product lines. We will also adjust the product portfolio and seek opportunities to introduce new product replacements. We plan to introduce a series of cost-effective products featuring innovative concepts. For the AURA brand, we will accelerate product streamlining and the development of new product iterations. By clearly identifying market demand for the ETI and AURA brands, we will develop products tailored to channel needs and bring them to market as soon as possible.
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26 The Japanese economy is likely to continue its modest recovery in the second half of 2026. However, due to sluggish new home construction, the overall market will still witness a slight decline. In the second half of 2026, the Japanese team will strive to expand sales, with the main task of promoting our own-brand business while focusing on developing new customers for the ODM business. The team will pursue a dual-track approach to channel development: first, expanding sales through online e-commerce channels; and second, expanding its presence in offline home goods superstores by actively seeking new partner stores. UK and Nordic Markets The UK management anticipates that sales performance in the UK and Nordic markets will improve in the second half of the year, which is supported by close collaboration with exclusive distributors in each country on demand creation initiatives and by focusing on and establishing recognized expertise in selected vertical markets in line with our slipstream concept. Other Overseas Markets Vietnam Market – We will actively promote business expansion in Hanoi, Vietnam, in terms of engineering projects and distribution channels to further enhance market coverage and business scale. Singapore & Surrounding Markets – We will continue to explore emerging markets along the “Belt and Road ” initiative, focus on the development of overseas distribution channels, and negotiate supermarket lighting product supply projects with customers in Australia and New Zealand to create new opportunities for future growth. Our marketing strategy remains centered on positioning Singapore as the ASEAN Hub. Key initiatives include: Participation in major exhibitions; Hosting customer seminars in our showrooms; Facilitating follow-up business discussions. This move aims to enhance brand visibility and allow for more effective promotion of our product solutions.
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27 Pakistani Market – Due to slow approval and progress for government projects, development in the Pakistani market continues to face challenges, which have exerted a certain impact on project progress. We expect this situation to persist through the end of 2026. Brand Building, Product Development and Internal Management Brand growth and business development complement each other. For the second half of 2026, the Group ’s branding strategy will continue to emphasize steady investment and long-term brand equity building, nurturing its growing portfolio of sub-brands across different regions, while further refining brand images and sharpening brand narratives. Key brand assets, including visual identities, promotional videos, official websites, and social media channels, will undergo strategic upgrades for selected brands. At the same time, the Group will allocate dedicated marketing resources to enhance brand awareness and unlock new business opportunities across markets. In future product research and development, NVC International Research Institute will continue to uphold its core value of “NVCI – driven by nature and presented with technology ”, anchored in the core objective of improving the human lighting environment. Building on the achievements of the first half of the year, including process innovations, smart electronic control R&D, intellectual property rights deployment, and the development of the R&D system, it will continue to deepen its focus on technical research and innovation, precisely plan key R&D priorities, coordinate R&D resource allocation, and steadily advance product iteration and upgrades.
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28 Driven by factors such as the rapid growth in demand for AI computing power and geopolitical conflicts in the Middle East, procurement prices for materials in categories such as electronics and electrical appliances, semiconductors, and plastics have surged, while delivery times have lengthened, leading to increased supply risks and rising procurement costs. Faced with rising costs and an adverse supply environment, the supply chain has implemented proactive measures to minimize the impact of cost increases on the Company ’s expenses, while actively addressing shortages. The Group will control procurement costs through the following measures: deepening strategic cooperation with core material suppliers to secure priority supply support during market shortages; adopting a supplier advance payment scheme to lock in inventory in advance and curb cost increases; ensuring stable supply through safety stock and in-transit inventory based on material scarcity levels and procurement cycles; and reducing cost increases through inventory management. In the second half of 2026, the Group will continue to face challenges such as persistently high non-ferrous metal prices, intermittent conflicts in the Middle East, skyrocketing prices for semiconductor materials, continued price increases for PCBs (especially fiberglass boards), and tight supply. Faced with the dual pressures of procurement costs and supply constraints, the Group will need to continuously adjust procurement strategies in the second half of 2026 to adapt to market changes. The Group will closely monitor trends in bulk raw materials and market conditions for semiconductor materials, and is committed to implementing various solutions to maintain the competitiveness of the supply chain in terms of cost, delivery, quality, and service.
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29 FINANCIAL REVIEW Sales Revenue Sales revenue represents the invoiced value of goods sold, after allowances for returns and trade discounts. During the Period under Review, the sales revenue of the Group amounted to US$119,503,000, representing an increase of 11.5% as compared with Corresponding Period. For business management need and the nature of business units based on the products and market, the Group classified the reportable operating segments as follows: Revenue by geographical locations, NVC brand sales and non-NVC brand sales The table below sets forth the sales revenue by geographical locations, NVC brand products and non-NVC brand products and the growth rate of each item. Our non-NVC brand products primarily consist of ODM products. Six months ended 30 June 2026 2025 Growth rate US$’000 US$’000 Sales revenue from the PRC Non-NVC brands 3,977 4,348 (8.5%) Sales revenue from international markets NVC brand 15,614 15,859 (1.5%) Non-NVC brands 99,912 86,955 14.9% Subtotal 115,526 102,814 12.4% Total 119,503 107,162 11.5% During the Period under Review, sales revenue from the PRC decreased by 8.5%, due to increasingly fierce competition from other competitors. During the Period under Review, international sales increased by 12.4%. This led to an increase in the overall sales revenue by 11.5% comparing with Corresponding Period.
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30 Cost of Sales Cost of sales mainly consists of the cost of raw materials, outsourced manufacturing costs, labor costs and indirect costs. Major raw materials of the Group include iron, aluminum and alloys, glass tubes, electronics components and LED packaged chips. Outsourced manufacturing costs primarily include the cost of purchased semi-finished products used in the production of our products and finished products produced by other manufacturers. Indirect costs primarily include water, electricity, depreciation and amortisation and others. The table below sets forth the composition of our cost of sales: Six months ended 30 June 2026 2025 US$’000 Percentage in revenue (%) US$’000 Percentage in revenue (%) Raw materials (including outsourced manufacturing costs) 64,828 54.2% 53,934 50.3% Labor costs 8,344 7.0% 7,906 7.4% Indirect costs 7,061 5.9% 4,746 4.4% Total cost of sales 80,233 67.1% 66,586 62.1% During the Period under Review, the cost of sales as a percentage in revenue increased from 62.1% to 67.1%, while the gross profit margin decreased from 37.9% to 32.9%, primarily due to the increase in the cost of raw materials, freight costs and U.S. tariff expenses.
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31 Gross Profit and Gross Profit Margin Gross profit is calculated as the net value of sales revenue less cost of sales. During the Period under Review, gross profit of sales of the Group was US$39,270,000 representing a decrease of 3.2% as compared with the Corresponding Period, and gross profit margin of sales decreased from 37.9% to 32.9%. The gross profit and gross profit margin by segments are shown as follows: The table below shows the gross profit and gross profit margin by geographical locations and NVC brand products and non-NVC brand products for the periods indicated: Six months ended 30 June 2026 2025 US$’000 (%) US$’000 (%) Gross profit from the PRC sales: Non-NVC brands 562 14.1% 759 17.5% Gross profit from international sales: NVC brand 6,678 42.8% 6,089 38.4% Non-NVC brands 32,030 32.1% 33,728 38.8% Subtotal 38,708 33.5% 39,817 38.7% Total 39,270 32.9% 40,576 37.9% The cost of raw material and freight costs have increased compared to the Corresponding Period, resulting in a higher production cost of the Group during the Period under Review. The overall gross profit margin of the Group during the Period under Review decreased from 37.9% to 32.9% compared with the Corresponding Period.
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32 Other Income Our other income mainly consist of government grants and other subsidies, bank interest income, surcharges from suppliers, rental income, consultancy service income, trademark licensing fee and others (the breakdown of other income is provided in Note 5 to the condensed consolidated financial statement in this announcement). We received various types of government grants in the form of tax subsidies, incentives for research and development activities and expansion of production capacity of energy- saving lamp. During the Period under Review, other income of the Group increased by 8.7% as compared with the Corresponding Period, which was mainly due to the combined effect of the decrease in government grants and other subsidies, and the increase in bank interest income. Other Gains and Losses This item represents the Group ’s net foreign exchange gains or losses, gain or loss from fair value changes of held-for-trade investment, gain or loss on disposal of property, plant and equipment and others during the Period under Review. For the Period under Review, the Company recorded net losses of US$1.6 million in respect of other gains and losses, as compared with net gain of approximately US$8.4 million for the Corresponding Period. This shift from net gain to net losses was primarily attributable to (a) the net foreign exchange gain/losses, which shifted from the net foreign exchange gains of approximately US$4.7 million for the Corresponding Period to the net foreign exchange losses of approximately US$2.6 million for the Period under Review, and (b) the decreased in net gains of fair value of financial assets from approximately US$3.6 million for the Corresponding Period to approximately US$0.8 million for the Period under Review. Selling and Distribution Costs Our selling and distribution costs mainly consist of freight costs, advertising and promotion expenses, staff costs and other costs including office expenses, customs clearance expenses, travelling expenses, depreciation and amortisation, insurance fees and other miscellaneous costs. During the Period under Review, our selling and distribution costs were US$14,619,000, representing a decrease of 3.7% as compared with the Corresponding Period. Our selling and distribution costs as a percentage in revenue decreased from 14.2% to 12.2% during the Period under Review.
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33 Administrative Expenses Our administrative expenses mainly consist of staff costs, amortisation and depreciation, research and development expenses, office expenses and other expenses including tax expenses, audit fees, other professional fees and other miscellaneous expenses. These taxes mainly include land use tax and stamp duty in connection with our administrative functions. During the Period under Review, our administrative expenses were US$16,071,000, representing an increase of 0.6% as compared with the administrative expenses of the Corresponding Period, which was mainly due to increase of professional fees. Our administrative expenses as a percentage in revenue decreased from 14.9% to 13.4% during the Period under Review. Finance Costs Finance costs represent expenses of interest on bank loans and interest on lease liabilities. During the Period under Review, the Group ’s finance costs increased from US$259,000 to US$402,000 as compared with the Corresponding Period. The increase was due to the increase in accounts receivable financing. Share of Results of Associates This item represents the Group ’s share of net profits or net losses in the associates during the Period under Review. Income Tax During the Period under Review, the Group ’s income tax decreased from US$1,478,000 to US$929,000 as compared with the Corresponding Period. Profit for the Period (including Profit Attributable to Non-controlling Interests) Due to the factors mentioned above, our net profit for the period (including profit attributable to non-controlling interests) was US$1,106,000 during the Period under Review. Profit for the Period Attributable to Owners of the Company Due to the factors mentioned above, profit for the period attributable to owners of the Company was US$959,000 during the Period under Review.
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34 Profit for the Period Attributable to Non-controlling Interests During the Period under Review, profit for the period attributable to non-controlling interests was US$147,000. CASH FLOWS AND LIQUIDITY Cash Flows The table below sets out selected cash flow data from our condensed consolidated statement of cash flows. Six months ended 30 June 2026 2025 US$’000 US$’000 Net cash flows from operating activities 7,269 4,541 Net cash flows used in investing activities (581) (2,488) Net cash flows (used in) from financing activities (7,218) 9,505 Net (decrease) increase in cash and cash equivalents (530) 11,558 Cash and cash equivalents at beginning of period 124,449 93,928 Effect of foreign exchange rate changes, net (940) (873) Cash and cash equivalents as stated in the condensed consolidated statement of financial position and cash flows 122,979 104,613 As at the end of the Period under Review, the cash and cash equivalents of the Group were mainly denominated in US$, RMB, HK$, GBP, JPY , SGD and VND. The RMB is not freely convertible into other currencies, however, under China ’s Regulations on the Management of Foreign Exchanges and Administration of Settlement, Sale and Payment of Foreign Exchange Provisions, the Group is permitted to exchange RMB for other currencies through banks authorised to conduct foreign exchange business.
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35 Liquidity Sufficiency of net current assets and working capital The table below sets out our current assets, current liabilities and net current assets as at the end of the Period under Review. 30 June 2026 31 December 2025 US$’000 US$’000 (unaudited) (audited) CURRENT ASSETS Inventories 50,362 43,613 Trade and bills receivables 46,142 44,998 Other receivables, deposits and prepayments 16,667 14,786 Tax recoverable – 73 Financial assets at fair value through profit or loss ( “FVTPL”) 52,966 51,965 Cash and cash equivalents 122,979 124,449 Subtotal current assets 289,116 279,884 CURRENT LIABILITIES Trade and bills payables 46,839 40,047 Other payables and accruals 33,727 43,974 Contract liabilities 1,364 1,192 Borrowings 7,684 5,433 Deferred income 148 144 Lease liabilities 1,731 2,229 Financial liabilities at FVTPL 480 400 Tax liabilities 3,520 3,934 Subtotal current liabilities 95,493 97,353 NET CURRENT ASSETS 193,623 182,531
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36 As at 30 June 2026 and 31 December 2025, the total net current assets of the Group amounted to US$193,623,000 and US$182,531,000, respectively, and the current ratio was 3.03 and 2.87, respectively. In light of our current liquidity position and our projected cash inflows generated from operations, the Directors believe that we have sufficient working capital for our present requirements and for the next 12 months. CAPITAL MANAGEMENT The table below sets out our gearing ratios as at the end of the Period under Review. 30 June 2026 31 December 2025 US$’000 US$’000 (unaudited) (audited) Borrowings 16,493 13,542 Total debt 16,493 13,542 Less: cash and cash equivalents (122,979) (124,449) Net debt N/A N/A Total equity attributable to owners of the Company 486,917 473,036 Gearing ratio N/A N/A The primary goal of our capital management is to maintain the stability and growth of our financial position. We regularly review and manage our capital structure and make corresponding adjustments, after taking into consideration changes in economic conditions, our future capital requirements, prevailing and projected profitability and operating cash flows, projected capital expenditures and projected strategic investment opportunities. We manage our capital by monitoring our gearing ratio (which is calculated as net debt divided by the total equity attributable to owners of the Company). Net debt is the balance of borrowings less cash and cash equivalents.
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37 CAPITAL EXPENDITURE We funded our capital expenditure with cash generated from operations and bank loans. Our capital expenditure is primarily related to expenditure on property, plant and equipment and other intangible assets. During the Period under Review, the Group ’s capital expenditure amounted to US$2,550,000 (Corresponding Period: US$3,682,000), mainly comprising the cost of property, plant and equipment. OFF-BALANCE SHEET ARRANGEMENT As of 30 June 2026, we did not have any material off-balance sheet arrangements or off-balance sheet guarantees for outstanding loans. We did not engage in trading activities involving non- exchange traded contracts during the Period under Review. CAPITAL COMMITMENTS As of 30 June 2026, the capital commitments in respect of purchase of property, plant and equipment amounted to US$781,000 (31 December 2025: US$519,000). CONTINGENT LIABILITY During the current interim period, a subsidiary of the Group was involved in legal disputes concerning patent infringement, arising in the normal course of business. At the end of the reporting period and up to date on which these condensed consolidated financial statements are authorised for issue, the Directors are of the opinion that, taking into account of the advice from the Group ’s external legal counsel, the expected outcome of these legal disputes is uncertain. Therefore, it is not practicable for the Directors to estimate reliably the amount of the obligation that may arise from this dispute, and the timing and any potential impact on the Group.
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38 MERGERS, ACQUISITIONS, INVESTMENTS AND DISPOSALS AND SIGNIFICANT INVESTMENTS HELD On 2 June 2026, Zhejiang Youtong Technology Co., Ltd.* （浙江友同科技有限公司） (“Youtong Technology ”), an indirect non-wholly owned subsidiary of the Company, Zhejiang Miler Technology Co., Ltd.* （浙江米雷科技有限公司） ( “Zhejiang Miler”), an indirect non-wholly owned subsidiary of the Company and Zhejiang NVC Lighting Co., Ltd.* （浙江雷士燈具有限公司） ( “Zhejiang NVC ”), an indirect non- wholly owned subsidiary of the Company entered into a capital injection agreement, as amended and supplemented on the same date, pursuant to which Zhejiang Miler agreed to contribute an aggregate of RMB8,450,000 in cash, comprising an amount of RMB5,000,000 as additional registered capital of Zhejiang NVC and an amount of RMB3,450,000 to be credited to the capital reserve of Zhejiang NVC (collectively, the “Capital Injection ”). Following completion of the Capital Injection, the equity interest of Youtong Technology in Zhejiang NVC was diluted from 100% to 80% and Zhejiang NVC will continue to be a subsidiary of the Company, and its financial results will continue to be consolidated in the financial results of the Company. The Capital Injection constituted a deemed disposal of the Company ’s interest in the Zhejiang NVC under Rule 14.29 of the Listing Rules and a discloseable transaction of the Company under Chapter 14 of the Listing Rules. For details, please refer to the Company ’s announcement dated 2 June 2026. Save as disclosed above, during the Period under Review, the Group made no material acquisition, merger, investment or disposal of subsidiaries, associates and joint ventures and there were no significant investments held. FUTURE PLANS FOR MATERIAL INVESTMENTS OR CAPITAL ASSETS Save as disclosed in this announcement, the Group had not authorised any plans for any other material investments or additions of capital assets as at 30 June 2026 and up to the date of this announcement.
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39 PLEDGE OF ASSETS The Group ’s borrowings had been secured by the pledge of the Group ’s assets and the carrying amounts of the respective assets are as follows: 30 June 2026 31 December 2025 US$’000 US$’000 Property, plant and equipment 5,770 5,893 Trade receivables 5,089 7,479 MARKET RISKS We are exposed to various market risks in the ordinary course of business. Our risk management strategy aims to minimise the adverse effects of these risks to our financial results. Foreign Currency Risk We are exposed to transactional currency risk. Such risk arises from sales or procurement by operating units in currencies other than its functional currency. As a result, we are exposed to fluctuations in the exchange rate between the functional currencies and foreign currencies. During the Period under Review, the Group had entered into several forward currency contracts in place to hedge the foreign exchange exposure, in order to protect the Company from material difficulties or negative impacts on our operations or liquidity as a result of fluctuations in currency exchange rates.
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40 Commodity Price Risk We are exposed to fluctuations in the prices of raw materials which are influenced by global changes as well as regional supply and demand conditions. Fluctuations in the prices of raw materials could adversely affect our financial performance. We did not enter into any commodity derivative instruments to hedge the potential commodity price changes. Liquidity Risk We monitor our risk of having a shortage of funds by considering the maturity of our financial instruments, financial assets and liabilities and projected cash flows from operations. Our goal is to maintain a balance between continuity and flexibility of funding through the use of bank loans and other interest-bearing loans. Our Directors have reviewed our working capital and capital expenditure requirements and determined that we have no significant liquidity risk. Credit Risk Our major credit risk arises from exposure to a substantial number of trade and bills receivables, deposits and other receivables from debtors. We have policies in place to ensure that the sales of products are made to customers with an appropriate credit limit, and we have strict control over credit limits of trade receivables. Our cash and short-term deposits are mainly deposited with registered banks in China, Hong Kong and Singapore. We also have policies that limit our credit risk exposure to any financial institutions. The carrying amounts of trade and bills receivables, deposits and other receivables, cash and cash equivalents and short-term deposits included in the condensed consolidated statement of financial position represent our maximum exposure to credit risk in relation to our financial assets. We have no other financial assets which carry significant exposure to credit risk. In 2026, we entered into a number of one-year insurance contracts with China Export & Credit Insurance Corporation, which covered 90% uncollectible receivables from international sales during the period from 1 July 2026 to 30 June 2027 with a maximum compensation amount of US$10,000,000. We purchased such insurance in order to minimise our exposure to credit risk as we expand our business. We plan to renew such insurance contracts when they become due.
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41 EVENTS AFTER THE PERIOD UNDER REVIEW No important events affecting the Company occurred since 30 June 2026 and up to the date of this announcement. INTERIM DIVIDEND The Board has resolved not to declare any interim dividend for the six months ended 30 June 2026 (six months ended 30 June 2025: Nil). EMPLOYEES As at 30 June 2026, the Group had approximately 1,734 employees in total (31 December 2025: 1,752). The Group regularly reviews remuneration and benefits of its employees according to the relevant market practice and individual performance of the employees. In addition to basic salary, employees are entitled to other benefits including social insurance contributions, employee provident fund schemes, and discretionary incentive scheme. The Group regards training management as a part of its daily operations, and continuously improves its internal staff training system to better help staff to improve their professional skills. According to the work and training needs of each department, we formulate scientific and reasonable employee training and development plans. In terms of training forms, we combine classroom lectures with practical operations to encourage employees to apply what they have learned. After the training, the Group also conducts an effectiveness assessment to understand the learning outcomes of employees. If the assessment result is not satisfactory, we will improve the training method or reorganise the training according to the situation. PURCHASE, SALE OR REDEMPTION OF THE COMPANY ’S LISTED SECURITIES During the Period under Review, neither the Company nor any of its subsidiaries purchased, sold or redeemed any listed securities of the Company (including the sale of treasury shares, if any). As at 30 June 2026, the Company did not have any treasury shares as defined under the Listing Rules.
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42 CORPORATE GOVERNANCE The Company has adopted the code provisions of the CG Code as its own code of corporate governance. The Directors are of the opinion that, during the Period under Review, save for code provision C.2.1 set out below, the Company had fully complied with the principles and code provisions set out in Part 2 of the CG Code. Under code provision C.2.1 of Part 2 of the CG code, the roles of the chairman and the chief executive officer ( “CEO”) should be separate and should not be performed by the same individual. As announced on 28 March 2025, Ms. CHAN Kim Yung, Eva (an executive Director) resigned as CEO of the Company with effect from 1 April 2025; since her resignation, the Company has been in search for a new CEO. During the period, Mr. W ANG Donglei (an executive Director and the chairman of the Board) Ms. Y ANG Yan, the chief operating officer of the Company assumed (and remained as at the date of this announcement) the responsibilities of CEO. Taking into account Mr. W ANG Donglei ’s in-depth understanding of the Group ’s business and that major decisions are being made in consultation with members of the Board and relevant Board committees, the Board considers that the deviation from code provision C.2.1 is appropriate in such circumstances and the arrangement enables more effective planning and execution of long-term business strategies and enhances efficiency in decision-making during the interim period prior to the appointment of a new CEO. MODEL CODE FOR SECURITIES TRANSACTIONS The Company has adopted the Model Code as its code of conduct regarding Directors ’ securities transactions. Having made specific enquiries of all Directors, all the Directors confirmed that they had complied with all applicable requirements set out in the Model Code throughout the Period under Review. In addition, the Company is not aware of any non-compliance with the Model Code by the senior management of the Group during the Period under Review.
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43 AUDIT COMMITTEE The Company established the Audit Committee in compliance with the Listing Rules with written terms of reference. The primary duties of the Audit Committee include maintaining relationship with the auditor of the Group, reviewing financial information of the Group, supervising the financial reporting system, risk management and internal control systems of the Group, and the duties of corporate governance designated by the Board. As of the date of this announcement, the Audit Committee consists of three independent non-executive Directors as members, namely, Mr. LEE Kong Wai, Conway, Mr. W ANG Xuexian and Mr. CHEN Hong, respectively. Mr. LEE Kong Wai, Conway is the chairman of the Audit Committee. The Audit Committee has reviewed and discussed the interim results for the Period under Review. REMUNERATION COMMITTEE The Company established a remuneration committee (the “Remuneration Committee ”) in compliance with the Listing Rules with written terms of reference. The primary duties of the Remuneration Committee include reviewing and making recommendations to the Board on the remuneration packages of individual executive Directors and senior management, the remuneration policy and structure for all Directors and senior management, and establishing transparent procedures for developing such remuneration policy and structure to ensure that no Director or any of his/her associates will participate in deciding his/her own remuneration. As of the date of this announcement, the Remuneration Committee consists of one executive Director and two independent non-executive Directors as members, namely, Ms. CHAN Kim Yung, Eva, Mr. LEE Kong Wai, Conway and Mr. W ANG Xuexian, respectively. Mr. LEE Kong Wai, Conway is the chairman of the Remuneration Committee.
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44 NOMINATION COMMITTEE The Company established a nomination committee (the “Nomination Committee ”) in compliance with the Listing Rules with written terms of reference. The primary duties of the Nomination Committee include reviewing the Board composition, developing and formulating relevant procedures for the nomination and appointment of Directors, making recommendations to the Board on the appointment and succession planning of Directors, and assessing the independence of independent non-executive Directors. As of the date of this announcement, the Nomination Committee consists of two executive Directors and three independent non-executive Directors as members, namely, Mr. W ANG Donglei, Ms. CHAN Kim Yung, Eva, Mr. LEE Kong Wai, Conway, Mr. W ANG Xuexian and Mr. CHEN Hong, respectively. Mr. W ANG Donglei is the chairman of the Nomination Committee. STRATEGY AND PLANNING COMMITTEE The Company established a strategy and planning committee (the “Strategy and Planning Committee ”) under the Board with written terms of reference. The primary duty of the Strategy and Planning Committee is to propose and formulate the strategic development plan of the Company for the Board ’s consideration. As of the date of this announcement, the Strategy and Planning Committee consists of four executive Directors and one independent non-executive Director as members, namely, Mr. W ANG Donglei, Ms. CHAN Kim Yung, Eva, Mr. XIAO Yu, Mr. W ANG Keven Dun and Mr. W ANG Xuexian, respectively. Mr. W ANG Donglei is the chairman of the Strategy and Planning Committee. CHANGES OF DIRECTORS AND CHANGES IN THEIR INFORMATION From 1 January 2026 and up to the date of this announcement, there was no change in the Board and the information of Directors that should be disclosed under Rule 13.51B(1) of the Listing Rules.
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45 PUBLICATION OF INTERIM RESULTS ANNOUNCEMENT AND INTERIM REPORT This announcement is published on the website of the Stock Exchange at www.hkexnews.hk and the website of the Company at www.nvc-international.com. The interim report for the Period under Review of the Group containing all the information required by the Listing Rules will be made available on the above websites in due course. REVIEW OF INTERIM RESULTS The Group ’s interim results for the Period under Review have been reviewed by the Audit Committee and approved by the Board. The Audit Committee, together with the Board, is of the view that the interim results of the Group were prepared in accordance with applicable accounting standards, rules and regulations and appropriate disclosures have been duly made. The Group ’s interim results for the Period under Review have also been reviewed by Deloitte Touche Tohmatsu, the external auditor of the Company in accordance with Hong Kong Standard on Review Engagements 2410 “Review of Interim Financial Information Performed by the Independent Auditor of the Entity ” issued by the Hong Kong Institute of Certified Public Accountants. APPRECIATION The Board would like to take this opportunity to express its appreciation to the management and employees of the Group for their contribution during the Period under Review and also to give its sincere gratitude to all the Shareholders for their continued support.
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46 DEFINITIONS In this announcement, unless the context otherwise requires, the following words and expressions shall have the following meanings. “Audit Committee ” the audit committee of the Company. “Board ” the board of directors of the Company. “China ” or “PRC” the People ’s Republic of China, but for the purpose of this announcement and for geographical reference only and except where the context requires, references in this announcement to “China ” and the “PRC” do not apply to Taiwan, the Macau Special Administrative Region and Hong Kong. “CG Code ” the Corporate Governance Code as set out in Appendix C1 to the Listing Rules. “Company ” NVC International Holdings Limited （雷士國際控股 有限公司）(formerly known as NVC Lighting Holding Limited （雷士照明控股有限公司） ), a company incorporated in the British Virgin Islands on 2 March 2006 and subsequently redomiciled to the Cayman Islands on 30 March 2010 as an exempted company with limited liability under the laws of the Cayman Islands. The shares of the Company are listed on the main board of the Stock Exchange (stock code: 2222). “Corresponding Period ” the six months ended 30 June 2025. “Director(s) ” the director(s) of the Company. “GBP” Great Britain Sterling Pound, the lawful currency of the United Kingdom.
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47 “Group ” the Company and its subsidiaries. “HK$” Hong Kong dollars, the lawful currency of Hong Kong. “Hong Kong ” the Hong Kong Special Administrative Region of the People ’s Republic of China. “JPY” Japanese Yen, the lawful currency of Japan. “LED” light-emitting diode. “Listing Rules ” the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited. “Model Code ” the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 to the Listing Rules. “ODM” original design manufacturing, a type of manufacturing under which the manufacturer is responsible for the design and production of the products and the products are marketed and sold under the customer ’s brand name. “Period under Review ” the six months ended 30 June 2026. “RMB” Renminbi, the lawful currency of the PRC. “Share(s) ” ordinary share(s) of US$0.000001 each in the share capital of the Company. “Shareholder(s) ” holder(s) of Share(s). “Stock Exchange ” The Stock Exchange of Hong Kong Limited. “Subsidiary ” has the meaning ascribed thereto under the Listing Rules.
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48 “UK” the United Kingdom of Great Britain and Northern Ireland. “United States ” or “U.S.” the United States of America, its territories, its possessions and all areas subject to its jurisdiction. “US$” United States dollars, the lawful currency of the United States. “we”, “us” or “our” the Company or the Group (as the context may require). By Order of the Board NVC INTERNATIONAL HOLDINGS LIMITED W ANG Donglei Chairman Hong Kong, 28 August 2026 As at the date of this announcement, the Directors are: Executive Directors: W ANG Donglei CHAN Kim Yung, Eva XIAO Yu W ANG Keven Dun Non-executive Director: YE Yong Independent Non-executive Directors: LEE Kong Wai, Conway W ANG Xuexian CHEN Hong * For identification purposes only