Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934

For the Month of August 2024

Commission File Number: 001-41569

LANVIN GROUP HOLDINGS LIMITED

4F, 168 Jiujiang Road,
Carlowitz & Co, Huangpu District
Shanghai, 200001, China
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  x

Form 40-F  ¨

INCORPORATION BY REFERENCE

The Report attached hereto as Exhibit 99.1 is hereby incorporated by reference into the registration statement on Form F-3 (No. 333-276476), the post-effective amendment No. 4 to Form F-1 on Form F-3 (No. 333-269150) and the registration statement on Form F-3 (No. 333-280891) of Lanvin Group Holdings Limited and shall be a part thereof from the date on which this Report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.

EXHIBIT INDEX

Exhibit Number		Description
99.1		Lanvin Group Semi-Annual Report as of and for the Six Months ended June 30, 2024

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

LANVIN GROUP HOLDINGS LIMITED

By:	/s/ Zhen Huang
	Name:	Zhen Huang
	Title:	Chairman

Date: August 26, 2024

Exhibit 99.1

Lanvin Group Holdings Limited

Semi-Annual Report
As of and for the six months ended June 30, 2024

TABLE OF CONTENTS

	Page

CERTAIN DEFINED TERMS	1

INTRODUCTION	1

NOTE ON PRESENTATION	1

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	1

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	3

Lanvin Group Holdings Limited

Interim condensed consolidated financial statements (unaudited)
At and for the six months ended June 30, 2024 and 2023

Table of Contents	Page(s)

Interim condensed consolidated statements of profit or loss	F-1

Interim condensed consolidated statements of comprehensive loss	F-2

Interim condensed consolidated statements of financial position	F-3

Interim condensed consolidated statements of cash flows	F-4

Interim condensed consolidated statements of changes in equity	F-5

Notes to interim condensed consolidated financial statements	F-6 - F-25

CERTAIN DEFINED TERMS

In this report (the “Semi-Annual Report”), unless otherwise specified, the terms “we,” “us,” “our,” “Lanvin Group,” “the Company” and “our Company” refer to Fosun Fashion Group (Cayman) Limited, or FFG, and its consolidated subsidiaries, prior to the consummation of the Business Combination (as defined below) and to Lanvin Group Holdings Limited, or LGHL, and its consolidated subsidiaries following the Business Combination, as the context requires. The term “PCAC” refers to Primavera Capital Acquisition Corporation prior to the consummation of the Business Combination.

INTRODUCTION

The interim condensed consolidated financial statements as of and for the six months ended June 30, 2024 (the “Semi-Annual Condensed Consolidated Financial Statements”) included in this Semi-Annual Report have been prepared in compliance with IAS 34 — Interim Financial Reporting as issued by the International Accounting Standards Board and as endorsed by the European Union. The accounting principles applied are consistent with those used for the preparation of the annual consolidated financial statements as of December 31, 2023 and December 31, 2022 and for each of the three years in the period ended December 31, 2023 (the “Annual Consolidated Financial Statements”), except as otherwise stated in Note 3 in the notes to the Semi-Annual Condensed Consolidated Financial Statements.

The Group’s financial information in this Semi-Annual Report is presented in Euro except that, in some instances, information is presented in U.S. dollar. All references in this report to “Euro,” “EUR” and “€” refer to the currency introduced at the start of the third stage of European Economic and Monetary Union pursuant to the Treaty on the Functioning of the European Union, as amended, and all references to “U.S. dollar,” “USD” and “$” refer to the currency of the United States of America (the “U.S.”).

Certain totals in the tables included in this Semi-Annual Report may not add up due to rounding.

This Semi-Annual Report is unaudited.

NOTE ON PRESENTATION

On March 23, 2022, we entered into the Business Combination Agreement (the “Business Combination Agreement”) by and among LGHL, PCAC, FFG, Lanvin Group Heritage I Limited (“Merger Sub 1”) and Lanvin Group Heritage II Limited (“Merger Sub 2”), which was subsequently amended on October 17, 2022, October 20, 2022, October 28, 2022 and December 2, 2022. Pursuant to the Business Combination Agreement, (i) PCAC merged with and into Merger Sub 1, with Merger Sub 1 surviving and remaining as a wholly-owned subsidiary of LGHL, (ii) following the Initial Merger, Merger Sub 2 merged with and into FFG, with FFG being the surviving entity and becoming a wholly-owned subsidiary of LGHL, and (iii) subsequently, Merger Sub 1 as the surviving company of the Initial Merger merged with and into FFG as the surviving company of the Second Merger, with FFG surviving such merger (the “Business Combination”). For more information relating to the Business Combination, including a description of the transactions undertaken to complete the Business Combination, reference should be made to Note 1— General information to the Annual Consolidated Financial Statements in the Annual Consolidated Financial Statements.

Following the completion of the Business Combination, on December 14, 2022, our ordinary shares and public warrants began trading on the New York Stock Exchange (“NYSE”) under the symbols “LANV” and “LANV-WT”, respectively.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Semi-Annual Report contains forward-looking statements. Forward-looking statements include all statements that are not historical statements of fact and statements regarding, but not limited to, our expectations, hopes, beliefs, intention or strategies of regarding the future. You can identify these statements by forward-looking words such as “may,” “expect,” “predict,” “potential,” “anticipate,” “contemplate,” “believe,” “estimate,” “intend,” “plan,” “future,” “outlook,” “project,” “will,” “would” and “continue” or similar words. You should read statements that contain these words carefully because they:

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discuss future expectations;

·

contain projections of future results of operations or financial condition; or

·

state other “forward-looking” information.

We believe it is important to communicate our expectations to our security holders. However, there may be events in the future that we are not able to predict accurately or over which we have no control. The risk factors and cautionary language discussed in this Semi-Annual Report provide examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations described by us in such forward-looking statements, including among other things:

·

changes adversely affecting the business in which we are engaged;

·

our projected financial information, anticipated growth rate, profitability and market opportunity may not be an indication of our actual results or our future results;

·

management of growth;

·

the impact of health epidemics, pandemics and similar outbreaks, including the COVID-19 pandemic on our business;

·

our ability to safeguard the value, recognition and reputation of our brands and to identify and respond to new and changing customer preferences;

·

the ability and desire of consumers to shop;

·

our ability to successfully implement our business strategies and plans;

·

our ability to effectively manage our advertising and marketing expenses and achieve the desired impact;

·

our ability to accurately forecast consumer demand; high levels of competition in the personal luxury products market;

·

disruptions to our distribution facilities or our distribution partners;

·

our ability to negotiate, maintain or renew our license agreements;

·

our ability to protect our intellectual property rights;

·

our ability to attract and retain qualified employees and preserve craftmanship skills;

·

our ability to develop and maintain effective internal controls;

·

general economic conditions;

·

the result of future financing efforts; and

·

other factors discussed elsewhere in this Semi-Annual Report.

In addition, statements that “we believe” and other similar statements reflect our belief and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Semi-Annual Report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherent uncertain and investors are cautioned not to unduly rely upon these statements.

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The foregoing factors should not be construed as exhaustive and should be read together with the other cautionary statements included in this Semi-Annual Report. All forward-looking statements included herein are expressly qualified in their entirety by the cautionary statements contained or referred to in this section as well as any other cautionary statements contained herein. Except to the extent required by applicable laws and regulations, we undertake no obligations to update these forward-looking statements to reflect events or circumstances after the date of this Semi-Annual Report or to reflect the occurrence of unanticipated events. In light of these risks and uncertainties, you should keep in mind that any event described in a forward-looking statement made in this Semi-Annual Report or elsewhere might not occur.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

We are a global luxury fashion group with five portfolio brands, namely Lanvin, Wolford, Sergio Rossi, St. John and Caruso. Founded in 1889, Lanvin is one of the oldest French couture houses still in operation, offering products ranging from apparel to leather goods, footwear, and accessories. Wolford, founded in 1950, is one of the largest luxury skinwear brands in the world, offering luxury legwear and bodywear, with a recent successful diversification into leisurewear and athleisure. Sergio Rossi is a highly recognized Italian shoemaker brand and has been a household name for luxury shoes since 1951. St. John is a classic, timeless and sophisticated American luxury womenswear house founded in 1962 and Caruso has been a premier menswear manufacturer in Europe since 1958. In addition to our current five portfolio brands, we are also actively looking at potential add-on acquisitions as part of our growth strategy.

Our goal is to build a leading global luxury group with unparalleled access to Asia and to provide customers with excellent products that reflect our brands’ tradition of fine craftsmanship with exclusive design content and a style that preserves the exceptional manufacturing quality for which those brands are known. This is consistently achieved through the sourcing of superior raw materials, the careful finish of each piece, and the way the products are manufactured and delivered to our customers. For the six months ended June 30, 2024 and 2023, we recorded revenues of €171.0 million and €214.5 million, respectively, net loss of €69.4 million and €72.2 million, respectively and Adjusted EBITDA of €(42.1) million and €(40.9) million, respectively.

We operate a combination of direct-to-consumer, or DTC, and wholesale channels worldwide through our extensive network of around 1,100 points of sale, including approximately 266 directly-operated retail stores (across our five portfolio brands) as of June 30, 2024. We distribute our products worldwide via retail and outlet stores, wholesale customers and e-commerce platforms. Taking into account the DTC (including both directly-operated stores and e-commerce sites) and wholesale channels, we are present in more than 80 countries.

Key Factors Affecting Our Financial Condition and Results of Operations

Fluctuations in exchange rates

A significant portion of our operations are in international markets outside the Eurozone, where we record revenues and expenses in various currencies other than the Euro, mainly the Chinese Renminbi and U.S. dollar, as well as other currencies.

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The table below shows the exchange rates of the main foreign currencies used to prepare the Semi-Annual Condensed Consolidated Financial Statements compared to the Euro.

	Exchange rate at June 30, 2023		1H2023 Average exchange rate		Exchange rate at June 30, 2024		1H2024 Average exchange rate
U.S. Dollar		1.0901		1.0809		1.0751		1.0854
Chinese Renminbi		7.8771		7.4848		7.6617		7.7120
Hong Kong Dollar		8.5435		8.4723		8.3945		8.4869
British Pound		0.8615		0.8763		0.8473		0.8545
Japanese Yen		157.2589		145.3643		171.2494		163.9456

The following table shows the sensitivity at the end of the reporting period to a reasonably possible change in the main foreign currencies against the Euro, with all other variables held constant, of our profit before tax due to differences arising on settlement or translation of monetary assets and liabilities and our equity excluding the impact of retained earnings due to the changes of exchange fluctuation reserve of certain overseas subsidiaries of which the functional currencies are currencies other than the Euro.

	As of June 30, 2024
	Increase / (decrease) in loss before tax if Euro strengthens by 5%			Increase / (decrease) in loss before tax if Euro weakens by 5%
U.S. Dollar		(13,004	)		13,004
Chinese Renminbi		(96	)		96
Hong Kong Dollar		112			(112	)
British Pound		44			(44	)
Japanese Yen		(824	)		824
Total		(13,768	)		13,768

Results of Operations

Six months ended June 30, 2024 compared with six months ended June 30, 2023

The following is a discussion of our results of operations for the six months ended June 30, 2024 as compared to the six months ended June 30, 2023.

	For the six months ended June 30,
(Euro thousands, except percentages)	2024			Percentage of revenues			2023			Percentage of revenues
Revenues		170,976			100.0	%		214,537			100.0	%
Cost of sales		(72,598	)		(42.5	)%		(89,083	)		(41.5	)%
Gross profit		98,378			57.5	%		125,454			58.5	%
Marketing and selling expenses		(105,591	)		(61.8	)%		(110,600	)		(51.6	)%
General and administrative expenses		(58,065	)		(34.0	)%		(76,544	)		(35.7	)%
Other operating income and expenses		5,457			3.2	%		(7,960	)		(3.7	)%
Loss from operations before non-underlying items		(59,821	)		(35.0	)%		(69,650	)		(32.5	)%
Non-underlying items		3,143			1.8	%		9,666			4.5	%
Operating Loss/Profit		(56,678	)		(33.1	)%		(59,984	)		(28.0	)%
Financial costs — net		(13,187	)		(7.7	)%		(11,970	)		(5.6	)%
Loss before taxes		(69,865	)		(40.9	)%		(71,954	)		(33.5	)%
Income tax benefits / (expenses)		489			0.3	%		(271	)		(0.1	)%
(Loss)/Profit for the period		(69,376	)		(40.6	)%		(72,225	)		(33.7	)%
Non-IFRS Financial Measures(1):
Contribution profit		(7,213	)		(4.2	)%		14,854			6.9	%
Adjusted EBIT		(58,994	)		(34.5	)%		(67,679	)		(31.5	)%
Adjusted EBITDA		(42,111	)		(24.6	)%		(40,916	)		(19.1	)%

(1)	See “— Non-IFRS Financial Measures.”

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Revenues

We generate revenue primarily through our five brands: Lanvin, Wolford, St. John, Sergio Rossi and Caruso, whose revenues are generated from the sale of their products, manufacturing and services for private labels and other luxury brands, as well as from royalties received from third parties and licensees. Revenue is measured at the transaction price which is based on the amount of consideration that we expect to receive in exchange for transferring the promised goods or services to the customer. For each period presented, revenue is exclusive of sales incentives, rebates and sales discounts. As such, the percentage contribution of these sales incentives, rebates and sales discount is zero.

Revenues for the six months ended June 30, 2024 amounted to €171.0 million, a decrease of €43.6 million or (20.3) %, compared to €214.5 million in the same period in 2023.

The following table sets forth a breakdown of revenues by portfolio brand for the six months ended June 30, 2024 and 2023.

	For the six months ended June 30,						Increase / (Decrease)
(Euro thousands, except percentages)	2024			2023			2024 vs 2023			%
Lanvin		48,272			57,052			(8,780	)		(15.4	)%
Wolford		42,594			58,802			(16,208	)		(27.6	)%
St. John		39,981			46,663			(6,682	)		(14.3	)%
Sergio Rossi		20,404			33,019			(12,615	)		(38.2	)%
Caruso		19,734			19,926			(192	)		(1.0	)%
Other and holding companies		4,366			3,990			376			9.4	%
Eliminations and unallocated		(4,375	)		(4,915	)		540			(11.0	)%
Total		170,976			214,537			(43,561	)		(20.3	)%

The following table sets forth a breakdown of revenues by sales channel for the six months ended June 30, 2024 and 2023.

	For the six months ended June 30,				Increase / (Decrease)
(Euro thousands, except percentages)	2024		2023		2024 vs 2023			%
DTC		104,574		121,041		(16,467	)		(13.6	)%
Wholesale		59,589		85,446		(25,857	)		(30.3	)%
Other⁽¹⁾		6,813		8,050		(1,237	)		(15.4	)%
Total Revenues		170,976		214,537		(43,561	)		(20.3	)%

(1)	Royalties received from third parties and licensees, and clearance income.

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The following table sets forth a breakdown of revenues by geographical area for the six months ended June 30, 2024 and 2023.

	For the six months ended June 30,				Increase / (Decrease)
(Euro thousands, except percentages)	2024		2023		2024 vs 2023			%
EMEA⁽¹⁾		75,704		103,905		(28,201	)		(27.1	)%
North America⁽²⁾		64,324		72,487		(8,163	)		(11.3	)%
Greater China⁽³⁾		19,761		26,063		(6,302	)		(24.2	)%
Other Asia⁽⁴⁾		11,187		12,082		(895	)		(7.4	)%
Total		170,976		214,537		(43,561	)		(20.3	)%

(1)	EMEA includes EU countries, the United Kingdom, Switzerland, the countries of the Balkan Peninsula, Eastern Europe, Scandinavian, Azerbaijan, Kazakhstan and the Middle East.
(2)	North America includes the United States of America and Canada.
(3)	Greater China includes mainland China, Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan.
(4)	Other Asia includes Japan, South Korea, Thailand, Malaysia, Vietnam, Indonesia, Philippines, Australia, New Zealand, India and other Southeast Asian countries.

By segment

By segment, the decrease in revenues was driven by (i) a decrease of €16.2 million (or (27.6)%) in sales from Wolford segment, which was mainly due to market headwinds and shipping disruptions caused by a transition to a new logistics supplier, (ii) a decrease of €12.6 million in sales (or (38.2)%) from Sergio Rossi segment, which was attributed to its decline in the wholesale channel, (iii) a decrease of €8.8 million (or (15.4)%) from Lanvin segment, which was mainly due to market headwinds and Lanvin’s transition of artistic director, (iv) a decrease of €6.7 million (or (14.3)%) from St.John segment, which was mainly due to global market softness, and (v) a decrease of €0.2 million (or (1.0)%) from Caruso segment due to global market softness, particularly in the wholesale channel.

By sales channel

By sales channel, the decrease in revenues was mainly related to a decrease of €25.9 million (or (30.3)%) in the wholesale channel, a decrease of €16.5 million (or (13.6)%) in the DTC channel, and a decrease of €1.2 million (or (15.4)%) in the other channel.

The decrease in wholesale revenues was mainly due to the decrease of Wolford, Sergio Rossi and Lanvin’s wholesale business, which was mainly impacted by the softening demand for luxury goods. Sales to our five largest customers were 7.8% and 8.7% of our revenues for the six months ended June 30, 2024 and 2023, respectively. No single customer accounted for more than 5% of our consolidated revenues for the six months ended June 30, 2024 and 2023.The decrease in the DTC channel was primarily due to reduced retail traffic.

Other channel decrease was mainly due to the decrease of Lanvin’s clearance income.

 The following table sets forth a breakdown of store count at the end of the six months ended June 30, 2024 and 2023:

	As of June 30,
	2024		2023
Lanvin		37		32
Wolford		140		156
St. John		42		44
Sergio Rossi		47		50
Caruso		–		–
Total		266		282

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By geography

By geographical region, the decrease in revenues was mainly due to (i) a decrease of €28.2 million (or (27.1) %) in EMEA, (ii) a decrease of €8.2 million (or (11.3)%) in North America, (iii) a decrease of €6.3 million (or (24.2)%) in Greater China, and (iv) a decrease of €0.9 million (or (7.4)%) in other Asia.

The decrease in EMEA was due to the decrease of Wolford, Sergio Rossi, Lanvin and St.John, which was partially offset by the increase of Caruso. Wolford’s EMEA business decreased €13.6 million (or (34.0)%) year-over-year to €26.5 million in the six months ended June 30, 2024, mainly attributed to the impact of shift to new logistic supplier. Sergio Rossi’s EMEA business decreased €9.0 million (or (48.5)%) year-over-year to €9.5 million in the six months ended June 30, 2024, mainly attributable to its reduction in wholesale channels (including third-party production), and in part due to Sergio Rossi’s strategic adjustment on third-party production. Lanvin’s EMEA business decreased €6.3 million (or (21.4)%) year-over-year to €23.2 million in the six months ended June 30, 2024. St. John’s EMEA business decreased €0.4 million (or (59.1)%) year-over-year to €0.3 million in the six months ended June 30, 2024. Caruso’s EMEA business increased €0.5 million or 3.3% year-over-year to €16.8 million in the six months ended June 30, 2024.

The decrease in North America was mainly due to the decrease of St.John, Wolford and Lanvin. St. John’s North America business decreased €4.3 million (or (10.3)%) year-over-year to €37.3 million in the six months ended June 30, 2024. Wolford’s North America business decreased €1.5 million (or (10.4)%) year-over-year to €12.7 million in the six months ended June 30, 2024. Lanvin’s North America business decreased €1.2 million (or (9.2)%) year-over-year to €12.0 million in the six months ended June 30, 2024.

The decrease in Greater China was mainly due to the decrease of Sergio Rossi, St.John, Lanvin and Wolford. In the six months ended June 30, 2024, Sergio Rossi’s revenue decreased by (34.3)% to €4.2 million, St. John decreased by (47.1)% to €2.2 million, Lanvin decreased by (14.1)% to €9.5 million and Wolford decreased by (20.3)% to €3.3 million.

The decrease in other Asia was mainly due to the decrease of Sergio Rossi and Wolford, which was partially offset by the increase of Lanvin. Sergio Rossi’s other Asia business decreased €0.9 million (or (12.2)%) year-over-year to €6.4 million in the six months ended June 30, 2024, which was mainly due to the decrease in wholesale channel while its DTC channel was flat. Wolford’s other Asia business decreased €0.3 million (or (69.1)%) year-over-year to €0.1 million in the six months ended June 30, 2024, which was mainly impacted by the transition to its new logistics supplier.

The decrease across all regions was primarily attributed to the globally softening demand for luxury fashion goods.

Cost of sales

Cost of sales includes the raw material cost, production labor, assembly overhead including depreciation expense, procurement of the merchandise, and inventory valuation adjustments. In addition, cost of sales also includes customs duties, product packaging cost, royalty cost associated with sales of licensed products, and freight charges.

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The following table sets forth a breakdown of cost of sales by nature for the six months ended June 30, 2024 and 2023.

	For the six months ended June 30,						Increase / (Decrease)
(Euro thousands, except percentages)	2024			2023			2024 vs 2023			%
Purchases of raw materials, finished goods and manufacturing services		50,419			63,632			(13,213	)		(20.8	)%
Change in inventories		4,276			2,882			1,394			48.4	%
Labor cost		12,601			17,358			(4,757	)		(27.4	)%
Logistics costs, duties and insurance		7,523			6,662			861			12.9	%
Depreciation and amortization		452			871			(419	)		(48.1	)%
Others		(2,673	)		(2,322	)		(351	)		15.1	%
Total cost of sales by nature		72,598			89,083			(16,485	)		(18.5	)%

The following table sets forth a breakdown of cost of sales by portfolio brand for the six months ended June 30, 2024 and 2023.

	For the six months ended June 30,						Increase / (Decrease)
(Euro thousands, except percentages)	2024			2023			2024 vs 2023			%
Lanvin		20,268			25,093			(4,825	)		(19.2	)%
Wolford		15,799			16,740			(941	)		(5.6	)%
St. John		12,285			17,639			(5,354	)		(30.4	)%
Sergio Rossi		10,186			15,884			(5,698	)		(35.9	)%
Caruso		14,011			14,693			(682	)		(4.6	)%
Other and holding companies		717			200			517			258.5	%
Eliminations and unallocated		(668	)		(1,166	)		498			(42.7	)%
Total		72,598			89,083			(16,485	)		(18.5	)%

Cost of sales for the six months ended June 30, 2024 amounted to €72.6 million, a decrease of €16.5 million or (18.5)%, compared to €89.1 million in the same period in 2023.

By segment, the decrease in cost of sales was mainly related to the decrease in scale and sales for all of our brands.

Cost of sales as a percentage of revenues slightly increased to 42.5% for the six months ended June 30, 2024, compared to 41.5% in the same period in 2023. The increase was primarily due to the gross margin decrease of Wolford. Inventory impairment costs improved in the six months ended June 30, 2024 was €3.3 million gain (or 1.9% as a percentage of revenue), compared to €2.9 million gain (or 1.4% as a percentage of revenue) in the same period in 2023.

Gross profit

The following table sets forth a breakdown of gross profit by portfolio brand for the six months ended June 30, 2024 and 2023.

	For the six months ended June 30,						Increase / (Decrease)
(Euro thousands, except percentages)	2024			2023			2024 vs 2023			%
Lanvin		28,004			31,959			(3,955	)		(12.4	)%
Wolford		26,795			42,062			(15,267	)		(36.3	)%
St. John		27,696			29,024			1,328			4.6	%
Sergio Rossi		10,218			17,135			(6,917	)		(40.4	)%
Caruso		5,723			5,233			490			9.4	%
Other and holding companies		3,649			3,790			(141	)		(3.7	)%
Eliminations and unallocated		(3,707	)		(3,749	)		42			(1.1	)%
Total		98,378			125,454			(27,076	)		(21.6	)%

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Gross profit for the six months ended June 30, 2024 amounted to 98.4 million, a decrease of €27.1 million or (21.6)%, compared to €125.5 million in the same period in 2023.

The decrease in gross profit was mainly related to the double digit decrease in revenue. Gross profit margin declined to 57.5% for the six months ended June 30, 2024 from 58.5% in the same period in 2023, which was mainly due to the gross profit margin decrease in Wolford despite all other brands improved.

Marketing and selling expenses

Marketing and selling expenses include store employee compensation, occupancy costs, depreciation, supply costs for store equipment, wholesale and retail account administration compensation globally, as well as depreciation and amortization which includes depreciation of right-of-use assets under IFRS 16. These expenses are affected by the number of stores that are open during any fiscal period and store performance, as compensation and rent expenses can vary with sales. Marketing and selling expenses also include advertising and marketing expenses, which consist of media space and production costs, advertising agency fees, public relations and market research expenses. In addition, marketing and selling expenses include distribution and customer service expenses which consist of warehousing, order fulfillment, shipping and handling, customer service, employee compensation and bag repair costs.

The following table sets forth a breakdown of marketing and selling expenses by portfolio brand for the six months ended June 30, 2024 and 2023.

	For the six months ended June 30,						Increase / (Decrease)
(Euro thousands, except percentages)	2024			2023			2024 vs 2023			%
Lanvin		(37,389	)		(36,793	)		(596	)		1.6	%
Wolford		(34,916	)		(38,128	)		3,212			(8.4	)%
St. John		(23,036	)		(23,719	)		683			(2.9	)%
Sergio Rossi		(9,490	)		(11,355	)		1,865			(16.4	)%
Caruso		(936	)		(842	)		(94	)		11.2	%
Other and holding companies		(2,004	)		(1,995	)		(9	)		0.5
Eliminations and unallocated		2,180			2,232			(52	)		(2.3	)%
Total		(105,591	)		(110,600	)		5,009			(4.5	)%

Marketing and selling expenses for the six months ended June 30, 2024 amounted to €105.6 million, a decrease of €5.0 million (or (4.5)%), compared to €110.6 million in the same period in 2023.

By segment, the decrease in marketing and selling expenses was mainly related to (i) a decrease of €3.2 million (or (8.4)%) from Wolford, (ii) a decrease of €1.9 million (or (16.4)%) from Sergio Rossi, (iii) a decrease of €0.7 million (or (2.9)%) from St.John, which was offset by (iv) an increase of €0.6 million (or 1.6%) from Lanvin, and (v) an increase of €0.1 million (or 11.2%) from Caruso.

Marketing and selling expenses increased as a percentage of revenue due to higher store related costs and expense deleverage on lower revenue.

Contribution profit

Contribution profit is defined as net revenues less the cost of sales and selling and marketing expenses, which constitutes the majority of our variable costs. Contribution profit is a non-IFRS financial measure. See “—Non-IFRS Financial Measures.”

Our consolidated contribution profit decreased by €22.1 million (or (148.6)%) to €7.2 million loss for the six months ended June 30, 2024 from €14.8 million gain in the same period in 2023. The decrease was mainly related to (i) a decrease of €12.1 million from Wolford, (ii) a decrease of €5.1 million from Sergio Rossi, (iii) a decrease of €4.6 million from Lanvin, (iv) a decrease of €(0.6) million from St.John, which was offset by an increase of €0.4 million from Caruso.

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General and administrative expenses

General and administrative expenses include administrative and management staff costs, product creation and sample costs, rent, depreciation, and amortization expenses for our administrative staff, as well as IT system development and maintenance expenses.

General and administrative expenses decreased to €58.1 million or by (24.1)% for the six months ended June 30, 2024, from €76.5 million in the same period in 2023. General and administrative expenses also declined as a percentage of revenues to 34.0% for the six months ended June 30, 2024 from 35.7% in the same period in 2023, due to continuous cost optimization.

We expect general and administrative expenses to continue to decline as a percentage of revenues as we continue to leverage synergies across the group.

Other operating income and expenses

Other operating income and expenses include foreign exchange gains or losses and impairment losses.

Other operating income and expenses increased to €5.5 million gain for the six months ended June 30, 2024 from €8.0 million loss in the same period in 2023, mainly due to a foreign exchange gain compared to loss in the same period in 2023.

Loss from operations before non-underlying items

Loss from operations before non-underlying items for the six months ended June 30, 2024 decreased by €9.8 million (or (14.1)%) to €59.8 million, compared to €69.7 million in the same period in 2023. The decrease in loss from operations before non-underlying items was mainly due to decrease in expenses, partially offset by the decrease of gross profit.

Adjusted EBITDA

Adjusted EBITDA, which is a non-IFRS financial measure, for the six months ended June 30, 2024 decreased to €(42.1) million from €(40.9) million in the same period in 2023. This decrease was mainly due to the decrease in gross profit and partially offset by the decrease of expenses. Adjusted EBITDA as a percentage of total revenues decreased to (24.6)% in the six months ended June 30, 2024 from (19.1)% in the same period in 2023. See “—Non-IFRS Financial Measures.”

Non-underlying items

Non-underlying items comprise net gains on disposals, negative goodwill from acquisition of a subsidiary, gain on debt restructuring, government grants and others.

The non-underlying items was €3.1 million gain, or 1.8% of revenues for the six months ended June 30, 2024, compared to €9.7 million gain or 4.5% of revenues in the same period in 2023. The decrease in the non-underlying items by €6.5 million was mainly due to the decrease in government grants from €8.2 million in the six months ended June 30, 2023 to €15 thousand in the same period in 2024.

Operating loss

Operating loss for the six months ended June 30, 2024 amounted to €56.7 million, a decrease of €3.3 million or (5.5)%, compared to €60.0 million in the same period in 2023. The improvement in operating loss resulted from a decrease in loss from operations before non-underlying items and partially offset by a decrease of non-underlying items.

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Finance cost—(net)

Finance costs (net) primarily include income and expenses relating to our interest income and expenses on financial assets and liabilities, including interest expense resulting from IFRS 16 lease liability.

Finance costs for the six months ended June 30, 2024 amounted to €13.2 million, an increase of €1.2 million or 10.2%, compared to finance costs of €12.0 million in the same period in 2023. The increase was primarily attributable to an increase of €4.2 million of interest expense on borrowings and partially offset by a decrease of €3.5 million in foreign exchange loss.

Loss before income tax

Loss before income tax for the six months ended June 30, 2024 amounted to €69.9 million, an decrease of €2.1 million or (2.9)%, compared to €72.0 million in the same period in 2023.

Income tax benefits / (expenses)

Income taxes include the current taxes on the results of our operations and any changes in deferred income taxes.

Income tax expenses for the six months ended June 30, 2024 amounted to €0.5 million gain, decreased by €0.8 million, compared to €0.3 million loss in the same period in 2023. The decrease was primarily due to €0.6 million deferred income taxes gain for the six months ended June 30, 2024, compared to €0.2 million gain in the same period in 2023, and €0.1 million current taxes loss for the six months ended June 30, 2024, compared to €0.5 million loss in the same period in 2023.

Loss for the period

Loss for the six months ended June 30, 2024 amounted to €69.4 million, a decrease of €2.8 million or (3.9)%, compared to €72.2 million in the same period in 2023.

Results by Segment

Six months ended June 30, 2024 compared with six months ended June 30, 2023

The following is a discussion of revenues, gross profit and contribution profit for each segment for the six months ended June 30, 2024 as compared to the six months ended June 30, 2023.

Lanvin Segment

The following table sets forth revenues and gross profit for the Lanvin segment for the six months ended June 30, 2024 and 2023:

	For the six months ended June 30,						Increase / (Decrease)
(Euro thousands, except percentages)	2024			2023			2024 vs 2023			%
Revenues		48,272			57,052			(8,780	)		(15.4	)%
Gross profit		28,004			31,959			(3,955	)		(12.4	)%
Gross profit margin		58.0	%		56.0	%		2.0	%		-
Marketing and selling expenses		(37,389	)		(36,793	)		(596	)		1.6	%
Contribution profit/(loss)⁽¹⁾⁽³⁾		(9,385	)		(4,834	)		(4,551	)		94.2	%
Contribution profit margin⁽²⁾⁽³⁾		(19.4	)%		(8.5	)%		(11.0	)%		-

(1)	Contribution profit equals gross profit less marketing and selling expenses.
(2)	Contribution profit margin equals contribution profit divided by revenue.
(3)	Contribution profit and contribution profit margin are non-IFRS financial measures.

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Revenues

Revenues for the six months ended June 30, 2024 was €48.3 million, a decrease of €8.8 million or (15.4)% compared to €57.1 million in the same period in 2023.

The decrease is attributable to global market softness and it’s the brand’s creative transition during the period.

DTC revenues decreased by 10.1% from €26.8 million for the six months ended June 30, 2023, to €24.1 million for the six months ended June 30, 2024. The drop in DTC channels was mainly due to lower sales from softer market in Great China and EMEA. Great China DTC revenues decreased by €1.7 million (or (16.3)% year-over-year) to €8.8 million in the six months ended June 30, 2024. EMEA DTC revenues decreased by €0.7 million (or (9.7)% year-over-year) to €6.7 million in the six months ended June 30, 2024.

Wholesale revenues decreased by 23.4% from €23.0 million for the six months ended June 30, 2023, to €17.6 million for the six months ended June 30, 2024, mainly due to the softness in global luxury market as well as general challenges in the wholesale market. The wholesale revenues as percentage of Lanvin’s total revenues decreased from 40.4% for the six months ended June 30, 2023 to 36.5% for the six months ended June 30, 2024 as company’s more focusing on higher margin channel.

Gross profit

Gross profit for the six months ended June 30, 2024 decreased to €28.0 million, a decrease of €4.0 million or (12.4)% compared to €32.0 million in the same period in 2023.

The decrease in gross profit was primarily attributable to the decrease in revenue. While gross margin increased to 58.0% compared to 56.0% in the same period in 2023, which was mainly driven by its optimization of channel mix as well as the improvement in inventory management.

Contribution profit/(loss)

Contribution loss for the six months ended June 30, 2024 was €9.4 million, a decrease of €4.6 million from the €4.8 million loss in the same period in 2023.

The increase in contribution loss was mainly due to the loss in gross margin and expense deleverage on lower revenue.

Wolford Segment

The following table sets forth revenues and gross profit for the Wolford segment for the six months ended June 30, 2024 and 2023:

	For the six months ended June 30,						Increase / (Decrease)
(Euro thousands, except percentages)	2024			2023			2024 vs 2023			%
Revenues		42,594			58,802			(16,208	)		(27.6	)%
Gross profit		26,795			42,062			(15,267	)		(36.3	)%
Gross profit margin		62.9	%		71.5	%		(8.6	)%		-
Marketing and selling expenses		(34,916	)		(38,128	)		3,212			(8.4	)%
Contribution profit/(loss)⁽¹⁾⁽³⁾		(8,121	)		3,934			(12,055	)		(306.4	)%
Contribution profit margin⁽²⁾⁽³⁾		(19.1	)%		6.7	%		(25.8	)%		-

(1)	Contribution profit equals gross profit less marketing and selling expenses.
(2)	Contribution profit margin equals contribution profit divided by revenue.
(3)	Contribution profit and contribution profit margin are non-IFRS financial measures.

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Revenues

Revenues for the six months ended June 30, 2024 decreased to €42.6 million, a decrease of €16.2 million or (27.6)% compared to €58.8 million for the six months ended June 30, 2023.

The decrease in all regions was led by the wholesale channels, which decreased by €9.9 million or (53.3)% from the six months ended June 30, 2023 to €8.7 million in the six months ended June 30, 2024. The decline in the EMEA region accounted for most of the decrease, EMEA revenue was lower by 34.0% year-over-year to €26.5 million for the six months ended June 30, 2024.

Gross profit

Gross profit decreased by €15.3 million to €26.8 million for the six months ended June 30, 2024, compared to €42.1 million in the same period in 2023. Gross profit margin decreased to 62.9% for the six months ended June 30, 2024 from 71.5% in the same period in 2023.

The decrease in gross profit margin was primarily attributable to the delays from integration with new logistic provider that resulted in an inability to absorb fixed production costs as well as the digestion of excess stock for purposes of inventory management.

Contribution profit/(loss)

Contribution loss for the six months ended June 30, 2024 was €8.1 million (or (19.1)% of revenue), compared to a profit of €3.9 million (or 6.7% of revenue) in the same period in 2023, driven by the decrease in revenue and expense deleverage on lower revenues. Marketing and selling expenses declined to €34.9 million (or 82.0% of revenues) for the six months ended June 30, 2024 from €38.1 million (or 64.8% of revenues) in the same period in 2023.

St. John Segment

The following table sets forth revenues and gross profit for the St. John segment for the six months ended June 30, 2024 and 2023:

	For the six months ended June 30,						Increase / (Decrease)
(Euro thousands, except percentages)	2024			2023			2024 vs 2023			%
Revenues		39,981			46,663			(6,682	)		(14.3	)%
Gross profit		27,696			29,024			(1,328	)		(4.6	)%
Gross profit margin		69.3	%		62.2	%		7.1	%		-
Marketing and selling expenses		(23,036	)		(23,719	)		683			(2.9	)%
Contribution profit/(loss)⁽¹⁾⁽³⁾		4,660			5,305			(645	)		(12.2	)%
Contribution profit margin⁽²⁾⁽³⁾		11.7	%		11.4	%		0.3	%		-

(1)	Contribution profit equals gross profit less marketing and selling expenses.
(2)	Contribution profit margin equals contribution profit divided by revenue.
(3)	Contribution profit and contribution profit margin are non-IFRS financial measures.

Revenues

Revenues for the six months ended June 30, 2024 amounted to €40.0 million, a decrease of €6.7 million compared to €46.7 million in the same period in 2023.

St. John decrease its revenues by (14.3)% year-over-year, due to both sales weakness in DTC and wholesales channels, as a result of slowing luxury market in the North America. DTC sales decreased by €5.6 million (or (14.8)% to €32.2 million, and wholesales decreased by €1.1 million (or (12.7)% to €7.7 million for the six months ended June 30, 2024.

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Gross profit

Gross profit for the six months ended June 30, 2024 was €27.7 million, a decrease of €1.3 million compared to €29.0 million in the same period in 2023. However gross profit margin improved to 69.3% in the six months ended June 30, 2024, compared to 62.2% in the same period in 2023. The improvement in gross margin was primarily driven by the improvement of full-price sell-through and better channel mix.

Contribution profit

Contribution profit for the six months ended June 30, 2024 was €4.7 million (or 11.7% of revenue), compared to €5.3 million (or 11.4% of revenue) in the same period in 2023.

Sergio Rossi Segment

The following table sets forth revenues and gross profit for the Sergio Rossi segment for the six months ended June 30, 2024 and 2023:

	For the six months ended June 30,						Increase / (Decrease)
(Euro thousands, except percentages)	2024			2023			2024 vs 2023			%
Revenues		20,404			33,019			(12,615	)		(38.2	)%
Gross profit		10,218			17,135			(6,917	)		(40.4	)%
Gross profit margin		50.1	%		51.9	%		(1.8	)%		-
Marketing and selling expenses		(9,490	)		(11,355	)		1,865			(16.4	)%
Contribution profit/(loss)⁽¹⁾⁽³⁾		728			5,780			(5,052	)		(87.4	)
Contribution profit margin⁽²⁾⁽³⁾		3.6	%		17.5	%		(13.9	)%		-

(1)	Contribution profit equals gross profit less marketing and selling expenses.
(2)	Contribution profit margin equals contribution profit divided by revenue.
(3)	Contribution profit and contribution profit margin are non-IFRS financial measures.

Revenues

Revenues for the six months ended June 30, 2024 amounted to €20.4 million, a decrease of €12.6 million compared to €33.0 million in the same period in 2023. The decrease was primarily due to sales decrease in wholesale channel, including third-party production business.

Revenues through our DTC channels decreased by 17.0% from €16.8 million for the six months ended June 30, 2023, to €14.0 million for the six months ended June 30, 2024. The decrease in DTC channels was mainly attributable to weakness in EMEA outlets and APAC retail stores.

Wholesale revenues decreased by 60.3% from €16.2 million for the six months ended June 30, 2023, to €6.4 million for the six months ended June 30, 2024. Third-party production contributed to €1.7 million of wholesale revenues for the six months ended June 30, 2024 compared to €7.6 million in the same period in 2023.

Gross profit

Gross profit for the six months ended June 30, 2024 was €10.2 million, a decrease of €6.9 million compared to €17.1 million in the same period in 2023. Gross profit margin decreased to 50.1% in the six months ended June 30, 2024, compared to 51.9% in the same period in 2023. The decrease in gross profit margin was primarily due to fixed production costs on lower revenues.

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Contribution profit

Contribution profit for the six months ended June 30, 2024 was €0.7 million (or 3.6% of revenue), compared to €5.8 million (or 17.5% of revenue) in the same period in 2023, caused by higher store related costs and fixed expense deleverage on lower revenue. Marketing and selling expenses decreased to €9.5 million (but increase to 46.5% of revenue) in the six months ended June 30, 2024 from €11.4 million (or 34.4% of revenue) in the same period in 2023, which was due to cost control and implementation of efficiency improvement measures.

Caruso Segment

The following table sets forth revenues and gross profit for the Caruso segment for the six months ended June 30, 2024 and 2023:

	For the six months ended June 30,						Increase / (Decrease)
(Euro thousands, except percentages)	2024			2023			2024 vs 2023			%
Revenues		19,734			19,926			(192	)		(1.0	)%
Gross profit		5,723			5,233			490			9.4	%
Gross profit margin		29.0	%		26.3	%		2.7	%		-
Marketing and selling expenses		(936	)		(842	)		(94	)		11.2	%
Contribution profit/(loss)⁽¹⁾⁽³⁾		4,787			4,391			396			9.0	%
Contribution profit margin⁽²⁾⁽³⁾		24.3	%		22.0	%		2.3	%		-

(1)	Contribution profit equals gross profit less marketing and selling expenses.
(2)	Contribution profit margin equals contribution profit divided by revenue.
(3)	Contribution profit and contribution profit margin are non-IFRS financial measures.

Revenues

Revenues for the six months ended June 30, 2024 was €19.7 million, a decrease of €0.2 million or (1.0)% compared to €19.9 million in the same period in 2023.

Gross profit

Gross profit for the six months ended June 30, 2024 was €5.7 million, an increase of €0.5 million compared to €5.2 million in the same period in 2023. Gross profit margin increased to 29.0% for the six months ended June 30, 2024 from 26.3% for the six months ended June 30, 2023 due to better management of labor costs.

Contribution profit

Contribution profit for the six months ended June 30, 2024 was €4.8 million (or 24.3% of revenue), compared to €4.4 million (or 22.0% of revenue) in the same period in 2023. The improvement in contribution profit was driven by the improvement in gross profit.

Liquidity and Capital Resources

Overview

We and our portfolio brands’ principal sources of liquidity have been through issuance of shares, loans from our shareholder Fosun International (including its subsidiaries and joint ventures), and bank borrowings. As of June 30, 2024, we had cash and cash equivalents of €17.9 million.

Additionally, we have relied on liquidity provided by revenues generated from our operating activities. We require liquidity in order to meet our obligations and fund our business. Short-term liquidity is required to fund ongoing cash requirements, including to purchase inventory and to fund costs for services and other expenses. In addition to our general working capital and operational needs, our main use of cash is now focused on maintaining and optimizing existing store operations, investing in digital transformation initiatives, and enhancing our supply chain capabilities.

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Cash flows

Six months ended June 30, 2024 compared to the six months ended June 30, 2023

The following table summarizes the cash flows provided by/used in operating, investing and financing activities for each of the six months ended June 30, 2024 and 2023. Refer to the consolidated cash flows statement and accompanying notes included elsewhere in this Semi-Annual Report for additional information.

	For the six months ended June 30,						Increase / (Decrease)
(Euro thousands, except percentages)	2024			2023			2024 vs 2023			%
Net cash used in operating activities		(33,483	)		(58,118	)		(24,635	)		(42.4	)%
Net cash used in investing activities		(3,780	)		(28,531	)		24,751			(86.8	)%
Net cash generated from financing activities		26,646			26,396			(250	)		(0.9	)%
Net change in cash and cash equivalents		(10,617	)		(60,253	)		49,636			(82.4	)%
Cash and cash equivalents less bank overdrafts at the beginning of the period		27,850			91,749			(63,899	)		(69.4	)%
Effect of foreign exchange differences on cash and cash equivalents		646			(649	)		1,295			(199.5	)%
Cash and cash equivalents less bank overdrafts at the end of the period		17,879			30,847			(12,968	)		(42.0	)%

Net cash used in operating activities

Net cash used in operating activities decreased by €24.6 million from €(58.1) million for the six months ended June 30, 2023 to €(33.5) million for the six months ended June 30, 2024. The decrease was primarily attributable to (i) a decrease in trade receivables of €10.2 million (or (22.4)%) to €35.4 million, and (ii) a decrease in trade payables of €2.5 million (or (3.2)%) to €81.1 million at the end of June 30, 2024.

Net cash used in investing activities

Net cash used in investing activities decreased by €24.8 million from €(28.5) million for the six months ended June 30, 2023 to €(3.8) million net cash used for the six months ended June 30, 2024. The decrease was primarily attributable to (i) the decrease of payment for the purchase of long-term assets from €29.3 million in the six months ended June 30, 2023 to €5.6 million in the same period in 2024, and (ii) the increase in proceeds from disposal of long-term assets from €0.8 million in six months ended June 30, 2023 to €1.8 million in the same period in 2024.

Net cash flows generated from financing activities

Net cash flows generated from financing activities increased by €0.3 million from €26.4 million for the six months ended June 30, 2023 to €26.6 million for the six months ended June 30, 2024. The increase in cash flows from financing activities was primarily attributable to (i) increased proceeds from borrowings of € 114.8 million, (ii) lower repayments of borrowings of €(55.5) million, (iii) lower payment of borrowings interest of €(3.3) million, and partially offset by (iv) lack of proceeds from financing fund compared to €22.8 million in 2023, (v) increase repurchase of ordinary shares of €(9.4) million, (vi) lower capital contribution from noncontrolling interests of €5 thousands compared to €5.6 million in 2023, (vi) higher payment of lease liabilities of €(16.2) million and higher payment of lease liabilities interest of €(3.6) million.

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Borrowings

We enter into and manage debt facilities centrally in order to satisfy the short and medium-term needs of each of our subsidiaries based on criteria of efficiency and cost-effectiveness. Our portfolio brands have historically entered into and maintained with a diversified pool of lenders a total amount of committed credit lines that is considered consistent with their needs and suitable to ensure at any time the liquidity needed to satisfy and comply with all of their financial commitments, as well as guaranteeing an adequate level of operational flexibility for any expansion programs.

As of June 30, 2024, borrowings amounted to €8.3 million were guaranteed by a third-party SACE S.p.A., and borrowings amounted to €28.9 million were secured by pledges of our assets including property, plant and equipment, inventories and trade receivables.

Our unsecured borrowings are principally used for operations. As of June 30, 2024, the borrowings are at rates ranging from 4.55% to 17.11% per annum.

For additional information, see Note 18-Borrowings in the Semi-Annual Condensed Consolidated Financial Statements.

We are subject to certain covenants, including financial and otherwise, under our financing agreements. As of June 30, 2024, we were in material compliance with all covenants.

Contractual obligations and commitments

The following table summarizes our contractual obligations and commitments as of June 30, 2024:

	Payments Due by Period
(Euro thousands, except percentages)	On demand		Less than 1 year		1 to 3 years		Over 3 years		Total
Trade payables		18,301		62,751		-		-		81,052
Other current liabilities		8,312		78,694		-		-		87,006
Lease liabilities		-		39.476		62,540		73,971		175,987
Bank overdrafts		429		-		-		-		429
Borrowings		-		98,219		17,301		10,769		126,289
Total contractual obligations		27,042		279,140		79,841		84,740		470,763

Cash and cash equivalents

The table below sets forth the breakdown of our cash and cash equivalents as of the dates indicated.

	As of June 30,		As of December 31,		Increase / (Decrease)
(Euro thousands, except percentages)	2024		2023		June 30, 2024 vs December 31,2023			%
Cash on hand		491		710		(219	)		(30.8	)%
Bank balances		17,817		27,420		(9,603	)		(35.0	)%
Cash and cash equivalents		18,308		28,130		(9,822	)		(34.9	)%
Restricted cash		-		-		-			-
Cash and bank balances		18,308		28,130		(9,822	)		(34.9	)%

As of June 30, 2024, the cash and cash equivalents are held with reputable commercial banks at various jurisdictions including Greater China, France, Italy and U.S. Certain jurisdictions may not have official deposit insurance program or agency similar to the Federal Deposit Insurance Corporation (FDIC) in the U.S. The Group does not foresee substantial credit risk with respect to cash and cash equivalents held at commercial banks in such jurisdictions.

17

We may be subject to restrictions which limit our ability to use cash. In particular, our cash held at banks in China is subject to certain repatriation restrictions and may only be repatriated as dividends. We do not believe that such transfer restrictions have any adverse impacts on our ability to meet liquidity requirements. There was no restricted cash as of June 30, 2024.

Other current assets

The table below sets forth the breakdown of our other current assets as of the dates indicated.

	As of June 30,		As of December 31,		Increase / (Decrease)
(Euro thousands, except percentages)	2024		2023		June 30, 2024 vs December 31, 2023			%
Tax recoverable		6,713		7,078		(365	)		(5.2	)%
Prepaid expenses		6,685		5,374		1,311			24.4	%
Other receivables of royalties		4,555		4,147		408			9.8	%
Advances and payments on account to vendors		3,793		4,486		(693	)		(15.4	)%
Deposits of rental, utility and other		1,945		1,859		86			4.6	%
Others		1,796		2,706		(910	)		(33.6	)%
Total other current assets		25,487		25,650		(163	)		(0.6	)%

Off-Balance Sheet Arrangements

We did not have during the periods presented, and we do not currently have, any off-balance sheet financing arrangements or any relationships with unconsolidated entities or financial partnerships, including entities sometimes referred to as structured finance or special purpose entities, that were established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

Recent Developments

Ordinary Shares repurchase

We entered into a side letter with Meritz on April 30, 2024, which modified the Amended and Restated Relationship Agreement (the “Meritz Side Letter”). Pursuant to the Meritz Side Letter, we agreed to repurchase from Meritz 5,245,648 Ordinary Shares in aggregate for a total purchase price of US$20.0 million under the prescribed schedule therein. As of the date of this filing, we made repurchases of (i) 1,328,704 Ordinary Shares on April 30, 2024 for US$5.0 million, (ii) 1,318,129 Ordinary Shares on June 28, 2024 for US$5.0 million, and (iii) 1,305,220 Ordinary Shares on July 31, 2024 for US$5.0 million.

Shareholder loans

We received certain unsecured shareholder loans for working capital purposes from our shareholder Fosun International and its subsidiaries, being FPI (US) 1 LLC, Shanghai Fosun High Technology (Group) Co., Ltd. and Shanghai Fosun High Technology Group Finance Co., Ltd. Most of such shareholder loans have interest rates ranging from 6% to 10% per annum. For the six months ended June 30, 2024, we received proceeds of shareholder loans €61.5 million from Fosun International and its subsidiaries and repaid €1.1 million to Fosun International and its subsidiaries. As of June 30, 2024, we had amounts due to Fosun International and its subsidiaries (excluding accrued interest) of €87.6 million.

See Note 24 — Subsequent events to the Semi-Annual Condensed Consolidated Financial Statements included elsewhere in this Semi-Annual Report.

18

Non-IFRS Financial Measures

Our management monitors and evaluates operating and financial performance using several non-IFRS financial measures including: contribution profit, contribution profit margin, adjusted earnings before interest and taxes (“Adjusted EBIT”), adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”). Our management believes that these non-IFRS financial measures provide useful and relevant information regarding our performance and improve their ability to assess financial performance and financial position. They also provide comparable measures that facilitate management’s ability to identify operational trends, as well as make decisions regarding future spending, resource allocations and other operational decisions. While similar measures are widely used in the industry in which we operate, the financial measures that we use may not be comparable to other similarly named measures used by other companies nor are they intended to be substitutes for measures of financial performance or financial position as prepared in accordance with IFRS.

Contribution profit and contribution profit margin

Contribution profit is defined as revenues less the cost of sales and selling and marketing expenses. Contribution profit margin is defined as contribution profit divided by revenue.

Contribution profit subtracts the main variable expenses of selling and marketing expenses from gross profit, and our management believes this measure is an important indicator of profitability at the marginal level.

Below contribution profit, the main expenses are general administrative expenses and other operating expenses (which include foreign exchange gains or losses and impairment losses). As we continue to improve the management of our portfolio brands, we believe we can achieve greater economy of scale across the different brands by maintaining the fixed expenses at a lower level as a proportion of revenue. We therefore use contribution profit margin as a key indicator of profitability at the group level as well as the portfolio brand level.

The table below reconciles revenues to contribution profit for the periods indicated.

	For the six months ended June 30,
	2024			2023
Revenues		170,976			214,537
Cost of Sales		(72,598	)		(89,083	)
Gross profit		98,378			125,454
Marketing and selling expenses		(105,591	)		(110,600	)
Contribution profit		(7,213	)		14,854

Adjusted EBIT

Adjusted EBIT is defined as profit or loss before income taxes, net finance cost, share based compensation, adjusted for income and costs which are significant in nature and that management considers not reflective of underlying operational activities, mainly including net gains on disposal of long-term assets and government grants.

The table below reconciles loss for the year to adjusted EBIT for the periods indicated.

	For the six months ended June 30,
(Euro thousands)	2024			2023
Loss for the period		(69,376	)		(72,225	)
Add / (Deduct) the impact of:
Income tax expenses		(489	)		271
Finance cost - net		13,187			11,970
Non-underlying items		(3,143	)		(9,666	)
Loss from operations before non-underlying items		(59,821	)		(69,650	)
Add / (Deduct) the impact of:
Share based compensation		827			1,971
Adjusted EBIT		(58,994	)		(67,679	)

19

Adjusted EBITDA is defined as profit or loss before income taxes, net finance cost, exchange gains/(losses), depreciation, amortization, share based compensation and provisions and impairment losses adjusted for income and costs which are significant in nature and that management considers not reflective of underlying operational activities, mainly including net gains on disposal of long-term assets and government grants.

The table below reconciles loss for the year to adjusted EBITDA for the periods indicated.

	For the six months ended June 30,
	2024			2023
Loss for the period		(69,376	)		(72,225	)
Add / (Deduct) the impact of:
Income tax expenses		(489	)		271
Finance cost - net		13,187			11,970
Non-underlying items		(3,143	)		(9,666	)
Loss from operations before non-underlying items		(59,821	)		(69,650	)
Add / (Deduct) the impact of:
Share based compensation		827			1,971
Provisions and impairment losses		(2,220	)		(3,241	)
Net foreign exchange (gains) / losses		(3,353	)		8,486
Depreciation / Amortization		22,456			21,518
Adjusted EBITDA		(42,111	)		(40,916	)

Qualitative and Quantitative Information on Financial Risks

We are exposed to market risks in the ordinary course of our business. These risks primarily include foreign exchange risk, interest rate risk, credit risk and liquidity risk. See Note 4.3—Financial risk factors to the Semi-Annual Condensed Consolidated Financial Statements included elsewhere in this Semi-Annual Report and Note 4.3—Financial risk factors to the Annual Consolidated Financial Statements for further details.

Our overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on our financial performance. We did not use any derivative financial instruments to hedge certain risk exposures.

Foreign exchange risk

We have a vast international presence, and therefore is exposed to the risk that changes in currency exchange rates could adversely impact revenue, expenses, margins and profit. Our management manages our foreign exchange risk by performing regular review.

Interest rate risk

We do not have any significant interest bearing financial assets or liabilities except for cash and cash equivalents and borrowings, details of which are disclosed in Notes 17 and 18 to the Semi-Annual Condensed Consolidated Financial Statements included elsewhere in this Semi-Annual Report and Notes 23 and 24 to Lanvin Group’s consolidated financial statements, respectively.

20

Our exposure to the risk of changes in market interest rates relates primarily to our borrowings with floating interest rates. Our policy is to manage our interest cost using a mix of fixed and variable rate debts. As of June 30, 2024, approximately 81% of our interest-bearing borrowings bore interest at fixed rates.

Credit risk

Credit risk is defined as the risk of financial loss caused by the failure of a counterparty to repay amounts owed or meet its contractual obligations. The maximum risk to which an entity is exposed is represented by all the financial assets recognized in the financial statements. Management considers our credit risk to relate primarily to trade receivables generated from the wholesale channel and mitigates the related effects through specific commercial and financial strategies.

With regards to trade receivables, credit risk management is carried out by monitoring the reliability and solvency of customers.

Liquidity risk

Liquidity risk refers to the difficulty we could have in meeting our financial obligations.

According to management, the funds and credit lines currently available, in addition to those that will be generated by operating and financing activities, will enable us to meet our financial requirement arising from investing activities, working capital management and punctual loan repayment as planned.

As of June 30, 2024, we had undrawn cash credit lines of up to $15.11 million available at banks.

21

Lanvin Group Holdings Limited

Interim condensed consolidated statements of profit or loss

For the six months ended June 30, 2024 and 2023

(Unaudited)

(Euro thousands except for		For the six months ended June 30,
loss per share)	Notes	2024			2023
Revenue	6		170,976			214,537
Cost of sales	7		(72,598	)		(89,083	)
Gross profit			98,378			125,454
Marketing and selling expenses	7		(105,591	)		(110,600	)
General and administrative expenses	7		(58,065	)		(76,544	)
Other operating income and expenses	7		5,457			(7,960	)
Loss from operations before non-underlying items			(59,821	)		(69,650	)
Non-underlying items	8		3,143			9,666
Loss from operations			(56,678	)		(59,984	)
Finance cost – net	9		(13,187	)		(11,970	)
Loss before income tax			(69,865	)		(71,954	)
Income tax benefits / (expenses)	10		489			(271	)
Loss for the period			(69,376	)		(72,225	)
Attributable to:
- Owners of the Company			(57,317	)		(63,002	)
- Non-controlling interests			(12,059	)		(9,223	)
Loss per share in Euro
- Basic and diluted (in Euro per share)	11		(0.49	)		(0.48	)

The accompanying notes are an integral part of these Interim Condensed Consolidated Financial Statements.

F-1

Lanvin Group Holdings Limited

Interim condensed consolidated statements of comprehensive loss

For the six months ended June 30, 2024 and 2023

(Unaudited)

	For the six months ended June 30,
(Euro thousands)	2024			2023
Loss for the period		(69,376	)		(72,225	)
Other comprehensive loss:
Items that may be subsequently reclassified to profit or loss
- Currency translation differences, net of tax		(2,798	)		7,531
Items that will not be subsequently reclassified to profit or loss
- Employee benefit obligations: change in value resulting from actuarial reserve, net of tax		45			9
Total comprehensive loss for the period		(72,129	)		(64,685	)
Attributable to:
- Owners of the Company		(59,810	)		(56,139	)
- Non-controlling interests		(12,319	)		(8,546	)

The accompanying notes are an integral part of these Interim Condensed Consolidated Financial Statements.

F-2

Lanvin Group Holdings Limited

Interim condensed consolidated statements of financial position

At June 30, 2024 and December 31, 2023

(Unaudited)

		At June 30,			At December 31,
(Euro thousands)	Notes	2024			2023
Assets
Non-current assets
Intangible assets			211,818			210,439
Goodwill			69,323			69,323
Property, plant and equipment			42,972			43,731
Right-of-use assets	12		139,126			128,853
Deferred income tax assets			12,905			13,427
Other non-current assets	13		15,383			15,540
			491,527			481,313
Current assets
Inventories	14		106,809			107,184
Trade receivables	15		35,436			45,657
Other current assets	16		25,487			25,650
Cash and bank balances	17		18,308			28,130
			186,040			206,621
Total assets			677,567			687,934
Liabilities
Non-current liabilities
Non-current borrowings	18		28,070			32,381
Non-current lease liabilities	19		120,250			112,898
Non-current provisions			3,932			3,174
Employee benefits			17,320			17,972
Deferred income tax liabilities			51,623			52,804
Other non-current liabilities			15,021			14,733
			236,216			233,962
Current liabilities
Trade payables			81,052			78,576
Bank overdrafts	17		429			280
Current borrowings	18		98,219			35,720
Current lease liabilities	19		35,649			32,871
Current provisions			5,273			6,270
Other current liabilities	20		128,005			134,627
			348,627			288,344
Total liabilities			584,843			522,306

Net assets			92,724			165,628
Equity
Equity attributable to owners of the Company
Share capital	21		*			*
Treasury shares	21		(55,991	)		(65,405	)
Other reserves	22		793,990			806,677
Accumulated losses			(629,248	)		(571,931	)
			108,751			169,341
Non-controlling interests			(16,027	)		(3,713	)
Total equity			92,724			165,628

*	Amounts less than €1,000.

The accompanying notes are an integral part of these Interim Condensed Consolidated Financial Statements.

F-3

Lanvin Group Holdings Limited

Interim condensed consolidated statements of cash flows

For the six months ended June 30, 2024 and 2023

(Unaudited)

	For the six months ended June 30,
(Euro thousands)	2024			2023
Operating activities
Loss for the period		(69,376	)		(72,225	)
Adjustments for:
Income tax expenses		(489	)		271
Depreciation and amortization		22,456			21,518
Provisions and impairment losses		(2,220	)		(3,241	)
Employee share-based compensation		827			1,971
Net gains on disposals		(1,970	)		(1,513	)
Finance costs		13,278			11,999
Costs in respect of disputes		(1,158	)		-
Fair value movement in warrants		(2,851	)		972
Government grants		-			(7,247	)
Change in inventories		3,066			(2,639	)
Change in trade receivables		9,063			(1,638	)
Change in trade payables		2,476			2,375
Change in other operating assets and liabilities		(6,471	)		(8,224	)
Income tax paid		(114	)		(497	)
Net cash used in operating activities		(33,483	)		(58,118	)
Investing activities
Payment for the purchase of property, plant and equipment, intangible assets and other long-term assets		(5,586	)		(29,336	)
Proceeds from disposal of property, plant and equipment, intangible assets and other long-term assets		1,806			805
Net cash used in investing activities		(3,780	)		(28,531	)
Financing activities
Repurchase of ordinary shares		(9,414	)		-
Proceeds from financing fund		-			22,756
Proceeds from borrowings		114,768			80,034
Repayments of borrowings		(55,519	)		(59,803	)
Repayments of lease liabilities		(16,227	)		(15,238	)
Payment of borrowings interest		(3,320	)		(3,698	)
Payment of lease liabilities interest		(3,647	)		(3,300	)
Capital contribution from non-controlling interests		5			5,645
Net cash generated from financing activities		26,646			26,396
Net change in cash and cash equivalents		(10,617	)		(60,253	)
Cash and cash equivalents less bank overdrafts at the beginning of the period		27,850			91,749
Effect of foreign exchange differences on cash and cash equivalents		646			(649	)
Cash and cash equivalents less bank overdrafts at the end of the period		17,879			30,847

The accompanying notes are an integral part of these Interim Condensed Consolidated Financial Statements.

F-4

Lanvin Group Holdings Limited

Interim condensed consolidated statements of changes in equity

For the six months ended June 30, 2024 and 2023

(Unaudited)

	Attributable to owners of the Company
(Euro thousands)	Issued capital		Treasury shares			Other Reserves			Accumulated losses			Total			Non-controlling interests			Total equity
Balance at December 31, 2023		*		(65,405	)		806,677			(571,931	)		169,341			(3,713	)		165,628
Comprehensive loss
Loss for the period		-		-			-			(57,317	)		(57,317	)		(12,059	)		(69,376	)
Currency translation difference		-		-			(2,538	)		-			(2,538	)		(260	)		(2,798	)
Net actuarial reserve from defined benefit plans		-		-			45			-			45			-			45
Total comprehensive loss		-		-			(2,493	)		(57,317	)		(59,810	)		(12,319	)		(72,129	)
Transactions with owners
Repurchase of ordinary shares		-		9,414			(9,414	)		-			-			-			-
Employee share-based compensation		-		-			827			-			827			-			827
Capital contribution from non-controlling interests		-		-			-			-			-			5			5
Other		-		-			(1,607	)		-			(1,607	)		-			(1,607	)
Total transactions with owners		-		9,414			(10,194	)		-			(780	)		5			(775	)
Balance at June 30, 2024		*		(55,991	)		793,990			(629,248	)		108,751			(16,027	)		92,724
Balance at December 31, 2022		*		(25,023	)		762,961			(442,618	)		295,320			5,486			300,806
Comprehensive loss
Loss for the period		-		-			-			(63,002	)		(63,002	)		(9,223	)		(72,225	)
Currency translation difference		-		-			6,854			-			6,854			677			7,531
Net actuarial reserve from defined benefit plans		-		-			9			-			9			-			9
Total comprehensive loss		-		-			6,863			(63,002	)		(56,139	)		(8,546	)		(64,685	)
Transactions with owners
Employee share-based compensation		-		-			1,971			-			1,971			-			1,971
Capital contribution from non-controlling interests		-		-			2,775			-			2,775			2,870			5,645
Changes in ownership interest in subsidiaries without change of control		-		-			(4,672	)		-			(4,672	)		4,672			-
Total transactions with owners		-		-			74			-			74			7,542			7,616
Balance at June 30, 2023		*		(25,023	)		769,898			(505,620	)		239,255			4,482			243,737

*Amounts less than €1,000.

The accompanying notes are an integral part of these Interim Condensed Consolidated Financial Statements.

F-5

Lanvin Group Holdings Limited

Notes to the Interim Condensed Consolidated Financial Statements

At and for the six months ended June 30, 2024 and 2023

(Unaudited)

1.

General information

Lanvin Group Holdings Limited (formerly known as Fosun Fashion Group Limited, and hereinafter referred to as “LGHL” or the “Company” and together with its consolidated subsidiaries, or any one or more of them, as the context may require, the “Lanvin Group” or the “Group”) is the holding company of the Lanvin Group and domiciled in Cayman Islands, the incorporation number of the Company is 382280 and the registered office is at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.

The Group is the leading global luxury fashion group, managing iconic brands worldwide including French couture house Lanvin, Italian luxury shoemaker Sergio Rossi, Austrian skinwear specialist Wolford, American womenswear brand St. John, and high-end Italian menswear maker Caruso. The Group’s brand portfolio covers a wide variety of fashion categories and leverages a combination of e-commerce, offline retail and wholesale channels, providing both growth opportunities as well as stability and resilience throughout the fashion cycle.

2.

Basis of preparation

Statement of compliance with IFRS

These unaudited interim condensed consolidated financial statements of the Group (the “Interim Condensed Consolidated Financial Statements”) have been prepared in compliance with IAS 34 - Interim Financial Reporting (“IAS 34”). The Interim Condensed Consolidated Financial Statements should be read in conjunction with the Group’s consolidated financial statements at and for the year ended December 31, 2023 (the “ Annual Consolidated Financial Statements”), which have been prepared in compliance with the International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). The accounting policies adopted are consistent with those applied in the Consolidated Financial Statements, except for the adoption of new and amended standards as disclosed in Note 3.

Contents and structure of the Interim Condensed Consolidated Financial Statements

The Interim Condensed Consolidated Financial Statements include the interim condensed consolidated statements of profit or loss, interim condensed consolidated statements of comprehensive loss, interim condensed consolidated statements of financial position, interim condensed consolidated statements of cash flows, interim condensed consolidated statements of changes in equity and the accompanying notes.

The Interim Condensed Consolidated Financial Statements are presented in Euro, which is the functional and presentation currency of the Company, and amounts are stated in thousands of Euros, unless otherwise indicated.

Going concern

For the six months ended June 30, 2024, the Group has incurred operating losses of €56.68 million, and net losses of €69.38 million. The Group had net current liabilities of €162.59 million and an accumulated losses of €629.25 million as of June 30, 2024.

Management closely monitors the Group’s financial performance and liquidity position. Historically, the Group has been able to obtain debt and equity financing. The Group has funded operations primarily with issuances of preferred shares, long-term debt and net proceeds from revenues.

The Interim Condensed Consolidated Financial Statements have been prepared on a going concern basis because one of the Company's shareholders, Fosun International Limited, has committed to continue to provide adequate support for the Company to meet its obligations as they become due for at least 24 months from the issuance date of these financial statements.

F-6

Use of estimates

The preparation of the Interim Condensed Consolidated Financial Statements requires management to make estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities as well as the disclosure of contingent liabilities. If in the future such estimates and assumptions, which are based on management’s best judgment at the date of these Interim Condensed Consolidated Financial Statements, deviate from the actual circumstances, the original estimates and assumptions will be modified as appropriate in the period in which the circumstances change. Reference should be made to the section “Use of estimates” in the Consolidated Financial Statements for a detailed description of the more significant valuation procedures used by the Group in preparing its consolidated financial statements. Moreover, in accordance with IAS 34, certain valuation procedures, in particular those of a more complex nature regarding matters such as any impairment of non-current assets, are only carried out in full during the preparation of the annual consolidated financial statements, other than in the event that there are indications of impairment, in which case an immediate assessment is performed. Similarly, the actuarial valuations that are required for the determination of employee benefit provisions are also usually carried out during the preparation of the annual consolidated financial statements, except in the event of significant market fluctuations, or significant plan amendments, curtailments or settlements.

3.

Summary of significant accounting policies

Changes in accounting policies

New Standards and Amendments issued by the IASB and applicable to the Group from January 1, 2024

New IFRS Standards and Amendments to existing standards		Effective date
IAS 1 Non-current Liabilities with Covenants (Amendments to IAS 1)		January 1, 2024
IAS 1 Classification of Liabilities as Current or Non-current (Amendments to IAS 1)		January 1, 2024
IFRS 16 Lease Liability in a Sale and Leaseback (Amendments to IFRS 16)		January 1, 2024
IAS 7 and IFRS 7 Supplier Finance Arrangements (Amendments to IAS 7 and IFRS 7)		January 1, 2024

There are no accounting pronouncements which have become effective from 1 January 2024 that have a significant impact on the Interim Condensed Consolidated Financial Statements. The accounting policies applied in these Interim Condensed Consolidated Financial Statements are the same as those applied in the Group’s Annual Consolidated Financial Statements as at and for the year ended December 31, 2023.

New standards, amendments and interpretations not yet effective

At the date of authorization of these Interim Condensed Consolidated Financial Statements, a new, but not yet effective, amendment to existing Standard, has been published by the IASB. No amendment has been adopted early by the Group.

New IFRS Standards and Amendments to existing standards		Effective date
IAS 21 Lack of Exchangeability (Amendments to IAS 21)		January 1, 2025

Management anticipates that all relevant pronouncements will be adopted for the first period beginning on or after the effective date of the pronouncement. New Standards, amendments and Interpretations not adopted in the current year have not been disclosed as they are not expected to have a material impact on the Group’s Interim Condensed Consolidated Financial Statements.

F-7

4.

Financial risk management

4.1 Capital management

The Group continuously optimizes its capital structure to maximize shareholder value while keeping the financial flexibility to execute the strategic projects. The Group’s capital structure policy and framework aim to optimize shareholder value through cash flow distribution to the Group from its subsidiaries, while maintaining an investment-grade rating and minimizing investments with returns below the Group’s weighted average cost of capital.

Cash net of debt is defined as cash and cash equivalents minus non-current and current interest-bearing loans and borrowings and bank overdrafts. Cash net of debt is a financial performance indicator that is used by the Group’s management to highlight changes in the Group’s overall liquidity position.

The following table provides a reconciliation of the Group’s cash net of debt:

	At June 30,			At December 31,
(Euro thousands)	2024			2023
Cash and cash equivalents		18,308			28,130
Non-current borrowings		(28,070	)		(32,381	)
Current borrowings		(98,219	)		(35,720	)
Borrowings		(126,289	)		(68,101	)
Bank overdrafts		(429	)		(280	)
Cash net of debt		(108,410	)		(40,251	)

The ratio of cash net of debt to total consolidated equity was as follows:

	At June 30,			At December 31,
(Euro thousands)	2024			2023
Cash net of debt		108,410			40,251
Total equity		92,724			165,628
Total capital		201,134			205,879
Gearing ratio		53.9	%		20	%

F-8

4.2 Fair value estimation

The following table presents the Group's assets and liabilities that are measured at fair value at June 30, 2024 and December 31, 2023.

	At June 30,		At December 31,
(Euro thousands)	2024		2023
Assets
Other non-current assets
- Financial assets at fair value through profit or loss
Level 1		1,075		1,075
Level 3		1,627		1,585
		2,702		2,660

Liabilities
Other current liabilities
- Warrant liabilities
Level 1		770		2,612
Level 3		420		1,429
		1,190		4,041

At June 30, 2024 and December 31, 2023, there are no transfers among levels of the fair value hierarchy used in measuring the fair value of financial instruments, and also no changes in the classification of financial assets as a result of a change in the purpose or use of those assets. For more information relating to fair value estimation, reference should be made to Note 4 — Financial risk management to the Annual Consolidated Financial Statements.

F-9

4.3 Financial risk factors

The Group's activities expose it to a variety of financial risks: market risk (including foreign exchange risk and interest rate risk), credit risk and liquidity risk. The Interim Condensed Consolidated Financial Statements do not include all the financial risk management information and disclosures required in the full annual financial statements and should be read in conjunction with the consolidated financial statements of the Company as at and for the year ended December 31, 2023. There have been no changes in the risk management policies during the six months ended June 30, 2024.

(a)

Market risk

Foreign exchange risk

The Group has a vast international presence, and therefore is exposed to the risk that changes in currency exchange rates could adversely impact revenue, expenses, margins and profit. The Group’s management assesses its foreign exchange risk by performing a regular review.

The following table demonstrates the sensitivity at the end of the reporting period to a reasonably possible change in the main foreign currencies against the Euro, with all other variables held constant, of the Group’s loss before tax due to differences arising on settlement or translation of monetary assets and liabilities and the Group’s equity excluding the impact of accumulated losses due to the changes of exchange fluctuation reserve of certain overseas subsidiaries of which the functional currencies are currencies other than Euro.

	At June 30, 2024						At December 31, 2023
(Euro thousands)	Increase / (decrease) in loss before tax if Euro strengthens by 5%			Increase / (decrease) in loss before tax if Euro weakens by 5%			Increase / (decrease) in loss before tax if Euro strengthens by 5%			Increase / (decrease) in loss before tax if Euro weakens by 5%
USD		(13,004	)		13,004			(12,046	)		12,046
CNY		(96	)		96			72			(72	)
HKD		112			(112	)		(256	)		256
GBP		44			(44	)		136			(136	)
JPY		(824	)		824			(1,094	)		1,094
Total		(13,768	)		13,768			(13,188	)		13,188

(b)

Credit risk

Credit risk is defined as the risk of financial loss caused by the failure of a counterparty to repay amounts owed or meet its contractual obligations. The maximum risk to which an entity is exposed is represented by all the financial assets recognized in the financial statements. Management considers its credit risk to relate primarily to trade receivables generated from the wholesale channel and mitigates the related effects through specific commercial and financial strategies.

With regards to trade receivables, credit risk management is carried out by monitoring the reliability and solvency of customers.

The following table provides the aging of trade receivables:

(Euro thousands)	Not yet due		0-90 days overdue			90-180 days overdue			>180 days overdue			Total
Trade receivables, gross		20,361		7,600			4,271			10,462			42,694
Loss allowance		-		(320	)		(829	)		(6,109	)		(7,258	)
Total trade receivables at June 30, 2024		20,361		7,280			3,442			4,353			35,436
Trade receivables, gross		30,738		8,602			4,552			7,948			51,840
Loss allowance		-		(199	)		(536	)		(5,448	)		(6,183	)
Total trade receivables at December 31, 2023		30,738		8,403			4,016			2,500			45,657

F-10

(c)

Liquidity risk

Liquidity risk refers to the difficulty the Group could have in meeting its financial obligations.

According to management, the funds and credit lines currently available, in addition to those that will be generated by operating and financing activities, will enable the Group to meet its financial requirement arising from investing activities, working capital management and punctual loan repayment as planned.

As of June 30, 2023, the Group has up to $15.11 million in undrawn cash lines of credit with banks (December 31, 2023:$13.00 million).

The table below analysis the Group’s financial liabilities into relevant maturity groupings based on the remaining period at the balance sheet date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows.

	As at June 30, 2024
	On demand		Less than 1 year		1 to 3 years		Over 3 years		Total
Trade payables		18,301		62,751		-		-		81,052
Other current liabilities		8,312		78,694		-		-		87,006
Lease liabilities		-		39,476		62,540		73,971		175,987
Bank overdrafts		429		-		-		-		429
Borrowings		-		98,219		17,301		10,769		126,289
		27,042		279,140		79,841		84,740		470,763

	As at December 31, 2023
	On demand		Less than 1 year		1 to 3 years		Over 3 years		Total
Trade payables		20,907		57,669		-		-		78,576
Other current liabilities		8,758		88,527		-		-		97,285
Lease liabilities		-		37,824		58,685		70,867		167,376
Bank overdrafts		280		-		-		-		280
Borrowings		-		35,720		21,794		10,587		68,101
		29,945		219,740		80,479		81,454		411,618

F-11

5.

Segment reporting

The following tables summarize selected financial information by segment for the six months ended June 30, 2024 and 2023:

	For the six months ended June 30, 2024
(Euro thousands)	Lanvin			Wolford			Caruso			St. John			Sergio Rossi			Other and holding companies			Eliminations and Unallocated			Group Consolidated
Segment results
Sales outside the Group		48,243			42,594			19,444			39,981			20,123			591			-			170,976
Intra-Group sales		29			-			290			-			281			3,775			(4,375	)		-
Total revenue		48,272			42,594			19,734			39,981			20,404			4,366			(4,375	)		170,976
Cost of sales		(20,268	)		(15,799	)		(14,010	)		(12,285	)		(10,186	)		(717	)		667			(72,598	)
Gross profit		28,004			26,795			5,724			27,696			10,218			3,649			(3,708	)		98,378
Other segment information
Depreciation and amortization		8,437			6,229			563			4,799			2,393			35			-			22,456
Of which: Right-of-use assets		5,739			5,470			329			3,756			1,435			-			-			16,729
Other		2,698			759			234			1,043			958			35			-			5,727
Provisions and impairment losses		(727	)		510			529			(1,170	)		(1,362	)		-			-			(2,220	)

	For the six months ended June 30, 2023
(Euro thousands)	Lanvin			Wolford			Caruso			St. John			Sergio Rossi			Other and holding companies			Eliminations and Unallocated			Group Consolidated
Segment results
Sales outside the Group		55,011			58,802			19,311			46,663			32,468			2,282			-			214,537
Intra-Group sales		2,041			-			615			-			551			1,708			(4,915	)		-
Total revenue		57,052			58,802			19,926			46,663			33,019			3,990			(4,915	)		214,537
Cost of sales		(25,093	)		(16,740	)		(14,693	)		(17,639	)		(15,884	)		(200	)		1,166			(89,083	)
Gross profit		31,959			42,062			5,233			29,024			17,135			3,790			(3,749	)		125,454
Other segment information
Depreciation and amortization		6,726			6,748			534			4,962			2,443			105			-			21,518
Of which: Right-of-use assets		4,163			5,593			330			3,595			1,448			-			-			15,129
Other		2,563			1,155			204			1,367			995			105			-			6,389
Provisions and impairment losses		(3,610	)		1,824			584			1,060			(3,099	)		-			-			(3,241	)

F-12

The following table summarizes non-current assets by geography at June 30, 2024 and December 31, 2023.

	At June 30,		At December 31,
	2024		2023
EMEA (1)		296,821		303,768
North America (2)		116,124		99,232
Greater China (3)		56,057		53,337
Other Asia (4)		9,620		11,549
Total non-current assets (other than deferred tax assets)		478,622		467,886

	(1)	EMEA includes EU countries, the United Kingdom, Switzerland, the countries of the Balkan Peninsula, Eastern Europe, Scandinavian, Azerbaijan, Kazakhstan and the Middle East.
	(2)	North America includes the United States of America and Canada.
	(3)	Greater China includes Mainland China, Hong Kong, Macao and Taiwan.
	(4)	Other Asia includes Japan, South Korea, Thailand, Malaysia, Vietnam, Indonesia, Philippines, Australia, New Zealand, India and other Southeast Asian countries.

6.

Revenue

The Group generates revenue primarily from the sale of its products (net of returns and discounts), and from fees for royalties and licenses received from third parties.

Breakdown of revenue by sales channel:

	For the six months ended June 30,
(Euro thousands)	2024		2023
Direct To Consumer (DTC)		104,574		121,041
Wholesale		59,589		85,446
Other (1)		6,813		8,050
Total revenue by sales channel		170,976		214,537

(1)

Other revenues mainly include royalties and certain sales of old season products.

Breakdown of revenue by geographic area:

	For the six months ended June 30,
(Euro thousands)	2024		2023
EMEA		75,704		103,905
North America		64,324		72,487
Greater China		19,761		26,063
Other Asia		11,187		12,082
Total revenue by geographic area		170,976		214,537

F-13

7.

Expenses by nature

	For the six months ended June 30,
(Euro thousands)	2024			2023
Personnel costs		80,688			91,602
Raw materials, consumables and finished goods used		50,419			63,632
Changes in inventories of finished goods and work in progress		4,276			2,882
Depreciation and amortization		22,456			21,518
Freight and selling expenses		21,446			21,362
Professional service fees		17,292			25,704
Advertising and marketing expenses		14,326			17,100
Lease expenses		12,549			13,824
Office expenses		3,010			2,977
Taxes and surcharges		2,601			1,796
Studies and research expenses		2,388			3,789
Travel expenses		1,651			2,631
Reversal of provisions and impairment		(2,220	)		(3,241	)
Fair value changes on warrants		(2,851	)		972
Net foreign exchange (gains) / losses		(3,353	)		8,486
Other		6,119			9,153
Total expenses		230,797			284,187

8.

Non-underlying items

The non-underlying items included in the consolidated income statement are as follows:

	For the six months ended June 30,
(Euro thousands)	2024		2023
Net gains on disposals		1,970		1,513
Costs in respect of disputes		1,158		-
Government grants		15		8,153
Total non-underlying items		3,143		9,666

Non-underlying items included the net gains on disposals primarily related to disposal of long-term assets.

The non-underlying cost in respect of disputes primarily related to the claims and legal proceedings the Group was involved that arise in certain non-operating transactions.

Non-underlying items included government grants primarily related to various grants and incentives given by local governments, based on the Group’s operations and developments in those regions.

F-14

9.

Finance costs

Breakdown for finance income, finance expenses and net foreign exchange gains or losses:

	For the six months ended June 30,
(Euro thousands)	2024			2023
Finance income
- Net foreign exchange gains		120			-
- Interest income		31			161
Total finance income		151			161
Finance expenses
- Interest expense on lease liabilities		(3,647	)		(3,300	)
- Interest expense on borrowings		(9,492	)		(5,244	)
- Net foreign exchange losses		-			(3,455	)
- Other		(199	)		(132	)
Total finance expenses		(13,338	)		(12,131	)
Total finance costs - net		(13,187	)		(11,970	)

10.

Income tax expenses

	For the six months ended June 30,
(Euro thousands)	2024			2023
Current taxes		(114	)		(497	)
Deferred taxes		603			226
Income taxes		489			(271	)

Breakdown of difference between statutory and effective tax rates:

The effective tax rate is as follows:

	For the six months ended June 30,
(Euro thousands)	2024			2023
Loss before tax		(69,865	)		(71,954	)
Total income tax benefits / (expenses)		489			(271	)
Effective tax rate		0.70	%		(0.38	)%

F-15

11.

Loss per share

Basic and diluted loss per share were calculated as the ratio of net profit or (loss) attributable to the shareholders of the Company by the weighted average number of outstanding shares (basic and diluted) of the Company.

Basic and diluted net loss per share attributable to ordinary shares for the six months ended June 30, 2024 and 2023 are calculated as follows (in thousands, except share and per share amounts):

	For the six months ended June 30,
(Euro thousands)	2024			2023
Net loss attributable to ordinary shares		(57,317	)		(63,002	)
Weighted-average shares outstanding-basic and diluted (thousand shares)		117,320			130,971
Net loss per share:
Basic and diluted (in Euro)		(0.49	)		(0.48	)

As the Group incurred net losses for the six months ended June 30, 2024 and 2023, basic loss per share was the same as diluted loss per share.

In the calculation of diluted earnings per shares, the warrants have been excluded as the average market price of ordinary shares during the period was lower than the exercise price of the warrants.

The following potentially dilutive outstanding securities were excluded from the computation of diluted loss per ordinary share because their effects would have been antidilutive for the six months ended June 30, 2024 or issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the period:

	At June 30,		At June 30,
(Thousand shares)	2024		2023
Treasury shares		65,405		25,023
Warrants		31,980		31,980
Convertible preference shares		-		15,000
Total outstanding shares of potentially dilutive securities		97,385		72,003

F-16

12.

Right-of-use assets

(Euro thousands)	Real estate			Other			Total net carrying amount
At December 31, 2023		128,196			657			128,853
Additions		22,048			145			22,193
Disposals		-			(10	)		(10	)
Depreciation		(16,529	)		(200	)		(16,729	)
Contract modifications		3,486			-			3,486
Net foreign exchange differences		1,331			2			1,333
At June 30, 2024		138,532			594			139,126

13.

Other non-current assets

	At June 30,		At December 31,
(Euro thousands)	2024		2023
Deposits of rental, utility and other		10,933		11,494
Equity investments designated at fair value through profit or loss		2,702		2,660
Other		1,748		1,386
Total other non-current assets		15,383		15,540

Other non-current assets include equity investments recognized at fair value through profit or loss in accordance with IFRS 9, with changes in value recognized in profit or loss. The losses in fair value recognized through profit or loss amounted to €42 thousand for the six months ended June 30, 2024 (For the six months ended June 30, 2023: €59 thousand gain).

14.

Inventories

	At June 30,		At December 31,
(Euro thousands)	2024		2023
Raw materials, ancillary materials and consumables		15,222		16,527
Work-in-progress and semi-finished products		11,053		9,425
Finished goods		80,534		81,223
Other		-		9
Total inventories		106,809		107,184

The cost of inventories recognized as an expense in cost of sales amounted to €72,598 thousand and €89,083 thousand for the six months ended June 30, 2024 and 2023 respectively.

For the six months ended June 30, 2024, the net amount of €3,269 thousand inventory impairment loss was reversed as the goods were sold at an amount in excess of the written-down value (June 30, 2023: €2,917 thousand). The amount reversed or recognized was within cost of sales.

F-17

15.

Trade receivables

	At June 30,			At December 31,
(Euro thousands)	2024			2023
Trade receivables		42,694			51,840
Loss allowance		(7,258	)		(6,183	)
Total trade receivables		35,436			45,657

The trade receivables are comprised essentially of receivables from wholesalers or agents, who are limited in number and with whom the Group maintains long-term relationships.

For each of the periods presented, no single customer accounted for more than 5% of the Group’s consolidated revenue. The present value of trade receivables is identical to its carrying amount.

16.

Other current assets

	At June 30,		At December 31,
(Euro thousands)	2024		2023
Tax recoverable		6,713		7,078
Prepaid expenses		6,685		5,374
Other receivable of royalties		4,555		4,147
Advances and payments on account to vendors		3,793		4,486
Deposits of rental, utility and other		1,945		1,859
Other		1,796		2,706
Total other current assets		25,487		25,650

17.

Cash and bank balances

	At June 30,		At December 31,
(Euro thousands)	2024		2023
Cash on hand		491		710
Bank balances		17,817		27,420
Total cash and bank balances		18,308		28,130

Cash and cash equivalents include cash on hand and bank balances.

The following table provides a reconciliation of cash and cash equivalents per cash flow statement:

	At June 30,			At December 31,
(Euro thousands)	2024			2023
Total cash and cash equivalents		18,308			28,130
Bank overdrafts		(429	)		(280	)
Net cash and cash equivalents per cash flow statement		17,879			27,850

F-18

18.

Borrowings

The following table provides a breakdown for non-current and current borrowings:

(Euro thousands)	Guaranteed			Secured			Unsecured			Total borrowings
At December 31, 2023		8,580			29,895			29,626			68,101
Repayments		(427	)		(49,959	)		(5,133	)		(55,519	)
Proceeds		119			50,509			64,140			114,768
Net foreign exchange difference		-			(1,566	)		505			(1,061	)
At June 30, 2024		8,272			28,879			89,138			126,289
Repayable:
-   Within one year		4,191			14,929			79,099			98,219
-   In the second year		2,726			13,950			-			16,676
-   In the third year		625			-			-			625
-   Over three years		730			-			10,039			10,769
		8,272			28,879			89,138			126,289
Portion classified as current liabilities		(4,191	)		(14,929	)		(79,099	)		(98,219	)
Non-current portion		4,081			13,950			10,039			28,070

As at June 30, 2024, borrowings amounted to €8,272 thousand (December 31, 2023: €8,580 thousand) were guaranteed by a third party, SACE S.p.A., the Italian export credit agency.

As at June 30, 2024, the secured borrowings amounted to €17,820 thousand (December 31, 2023: €21,612 thousand ) were owed to Meritz Securities Co., Ltd. ("Meritz") (excluding accrued interest). On March 30, 2023, Jeanne Lanvin S.A. (“JLSA”) as the borrower, LGHL as the guarantor and our shareholder Meritz as the lender entered into a facility agreement, pursuant to which Meritz made available to JLSA a facility in the sum of JPY3,714.4 million (as novated, amended and restated by the novation, amendment and restatement agreement dated August 14, 2023 between Lanvin Hong Kong Limited as the new borrower, JLSA as the original borrower and new guarantor, LGHL as guarantor and Meritz as the lender, the “Facility”). JLSA used the Facility to buy back the Lanvin trademarks owned by ITOCHU Corporation (“Itochu”) according to the buy-back agreement entered into by and between JLSA and Itochu on May 21, 2021. The Facility has a term of three years and bears a fixed interest of 9.10% per annum. The Facility is mainly secured by royalties to be paid by Itochu for selling Lanvin-branded licensed products in Japan. Lanvin Hong Kong Limited holds the right to receive such royalties, and its shares were also charged in favor of Meritz.

As at June 30, 2024, borrowings amounted to €11,059 thousand (December 31, 2023: €8,283 thousand) were secured by the pledge of assets with carrying values at the end of each reporting period as follows:

	At June 30,		At December 31,
(Euro thousands)	2024		2023
Pledge of assets:
-   Inventories		23,581		15,938
-   Property, plant and equipment		8,669		7,852
-   Trade receivables		1,549		1,993
-   Other current assets		2,052		1,168
Total pledge of assets		35,851		26,951

Apart from the above, certain borrowings are guaranteed by two subsidiaries, namely St. John Knits, Inc. and St. John Canada Corporation as at June 30, 2024.

The unsecured borrowings are principally used for operation of the Group.

The borrowings at rates ranging from 4.55% to 17.11% per annum.

F-19

19.

Lease liabilities

(Euro thousands)	Lease liabilities
At December 31, 2023		145,769
Additions due to new leases and store renewals		22,204
Interest expense		3,647
Repayment of lease liabilities (including interest expense)		(19,874	)
Contract modifications		2,675
Disposals		(10	)
Net foreign exchange differences		1,488
At June 30, 2024		155,899
Of which:
Non-current		120,250
Current		35,649

In certain countries, leases for stores entail the payment of both minimum amounts and variable amounts, especially for stores with lease payments indexed to revenue. As required by IFRS 16, only the minimum fixed lease payments are capitalized.

The following table summarizes the undiscounted contractual cash flows of lease liabilities by maturity date:

(Euro thousands)	Total contractual cash flows of lease liabilities		Year 1		Year 2		Year 3		Beyond
At June 30, 2024		175,987		39,476		35,801		26,739		73,971
At December 31, 2023		167,376		37,824		32,651		26,034		70,867

F-20

20.

Other current liabilities

	At June 30,		At December 31,
(Euro thousands)	2024		2023
Financing fund		58,649		63,320
Payroll and employee benefits payables		23,861		20,750
Accrued expenses		16,183		18,544
Tax payables		10,417		10,285
Due to related companies		8,743		7,115
Customer advances		6,721		6,307
Warrant liabilities		1,190		4,041
Rental payable		137		238
Other		2,104		4,027
Total other current liabilities		128,005		134,627

Financing fund

Financing fund is the investment to be made by Meritz Securities Co., Ltd., a Korean incorporated investment fund in the Company. For more information relating to financing fund, reference should be made to Note 28 — Other current liabilities and Note 35 — Subsequent events to the Annual Consolidated Financial Statements.

Warrant liabilities

Breakdown for warrant liabilities:

	At June 30,		At December 31,
(Euro thousands)	2024		2023
Public Warrant		770		2,612
Private Placement Warrant		420		1,429
Total warrant liabilities		1,190		4,041

At June 30, 2024 and December 31, 2023, all of the public warrants and private placement warrants were outstanding and recognized as liabilities at fair value. For the six months ended June 30, 2024, the Group recorded warrant liabilities of €1,190 thousand which resulted in a gain on revaluation of €2,851 thousand.

For more information relating to warrant liabilities, reference should be made to Note 28—Other current liabilities to the Annual Consolidated Financial Statements.

F-21

21.

Share capital

As of June 30, 2024, the share capital amounted to €134 (December 31, 2023: €137), comprising 117,319,824 fully paid-up ordinary shares with a par value of $0.000001. Excluding the 27,701,628 treasury shares, there were 117,319,824 shares issued and outstanding June 30, 2024 and December 31, 2023.

Ordinary share

LGHL ordinary shares have a par value of $0.000001 and are ranked equally with regard to the LGHL’s residual assets. Amounts received above the par value are recorded as share premium. Each holder of LGHL ordinary shares will be entitled to one vote per share. LGHL ordinary shares are listed on NYSE under the trading symbol “LANV”.

22.

Other reserve

			Other comprehensive income reserve
(Euro thousands)	Share premium		Cumulative translation adjustment			Re-measurement of defined benefit plans			Other reserves			Total
Balance at December 31, 2023		783,883		2,617			(86	)		20,263			806,677
Repurchase of ordinary shares		-		-			-			(9,414	)		(9,414	)
Employee share-based compensation		-		-			-			827			827
Currency translation differences		-		(2,538	)		-			-			(2,538	)
Actuarial reserve relating to employee benefit		-		-			45			-			45
Other		-		-			-			(1,607	)		(1,607	)
Balance at June 30, 2024		783,883		79			(41	)		10,069			793,990
Balance at December 31, 2022		743,501		(716	)		675			19,501			762,961
Employee share-based compensation		-		-			-			1,971			1,971
Changes in ownership interest in a subsidiary without change of control		-		-			-			(4,672	)		(4,672	)
Capital contribution from non-controlling interests		-		-			-			2,775			2,775
Currency translation differences		-		6,854			-			-			6,854
Actuarial reserve relating to employee benefit		-		-			9			-			9
Balance at June 30, 2023		743,501		6,138			684			19,575			769,898

Other comprehensive income reserve includes the following:

	·	a translation reserve for the translation differences arising from the consolidation of subsidiaries with a functional currency different from the Euro;
	·	gains and losses on the re-measurement of defined benefit plans for actuarial gains and losses arising during the period which are offset against the related net defined benefit liabilities;

F-22

23.

Related party transactions

Transactions with related parties

In addition to the transactions and balances detailed elsewhere in these financial statements, the Group had the following material transactions with related parties during the periods:

	For the six months ended June 30,
(Euro thousands)	2024		2023
(i)       Sales of goods
Handsome Corporation (1)		730		871
Itochu Corporation (1)		-		617
Total sales of goods		730		1,488
(ii)      Rental expenses
Shanghai Fosun Bund Property Co., Ltd. (3)		162		603
(iii)     Other service expenses
Baozun Hong Kong Investment Limited (1)		723		772
(iv)      Interest expenses
Meritz Securities Co., Ltd. (1)		5,224		2,209
Fosun International Limited (1)		1,869		-
Shanghai Fosun High Technology (Group) Co., Ltd. (2)		504		517
FPI (US) 1 LLC (2)		110		-
Fosun JoyGo (HK) Technology Limited (2)		2		-
Shanghai Fosun High Technology Group Finance Co., Ltd. (2)		-		101
Total interest expenses		7,709		2,827

F-23

	For the six months ended June 30,
(Euro thousands)	2024		2023
(v)      Proceeds of related-party loan
Fosun International Limited		58,127		-
FPI (US) 1 LLC		2,790		-
Shanghai Fosun High Technology Group Finance Co., Ltd.		576		-
Meritz Securities Co., Ltd.		-		46,538
Total proceeds of related-party loan		61,493		46,538
(vi)     Repayments of related-party loan
Meritz Securities Co., Ltd.		11,090		-
Fosun JoyGo (HK) Technology Limited		1,107		-
Shanghai Fosun High Technology Group Finance Co., Ltd.		-		2,007
Total repayments of related-party loan		12,197		2,007
(vii)    Purchase of trademarks
Itochu Corporation		-		26,672
(viii)   Royalty received in advance
Itochu Corporation		-		4,731
(ix)     Royalty
Itochu Corporation		1,876		70
Handsome Corporation		1,503		1,550
Total royalty		3,379		1,620

F-24

Balances with related parties

	At June 30,		At December 31,
(Euro thousands)	2024		2023
(i)        Borrowings
Fosun International Limited		73,372		15,245
Meritz Securities Co., Ltd.		17,820		21,612
Shanghai Fosun High Technology (Group) Co., Ltd.		10,040		9,787
FPI (US) 1 LLC		2,790		-
Shanghai Fosun High Technology Group Finance Co., Ltd.		1,429		829
Fosun JoyGo (HK) Technology Limited		-		1,081
Total borrowings		105,451		48,554
(ii)      Other current liabilities
Meritz Securities Co., Ltd.		58,649		63,320
Fosun International Limited		2,290		420
Shanghai Fosun Bund Property Co., Ltd.		2,050		1,837
Shanghai Yu Garden Group and its subsidiaries		1,358		1,358
Baozun Hong Kong Investment Limited		1,264		1,851
Shanghai Fosun Industry Investment Co., Ltd.		992		987
Shanghai Fosun High Technology (Group) Co., Ltd.		396		384
Fosun Holdings Limited		280		271
FPI (US) 1 LLC		110		-
Shanghai Fosun High Technology Group Finance Co., Ltd.		3		2
Fosun JoyGo (HK) Technology Limited		-		5
Total other current liabilities		67,392		70,435
(iii)     Other current assets
Fosun International Limited		260		252
(iv)      Other non-current liabilities
Itochu Corporation		4,345		4,753
Shanghai Fosun High Technology (Group) Co., Ltd.		2,307		1,757
Total other non-current liabilities		6,652		6,510
(v)       Trade receivable
Itochu Corporation		1,749		84
Handsome Corporation		8		66
Total trade receivable		1,757		150

Notes：

	(1)	One of the shareholders of the Group.
	(2)	Subsidiaries of Fosun International Limited.
	(3)	Joint venture of Fosun International Limited.

24.

Subsequent events

The Group has evaluated subsequent events through August 26, 2024 which is the date the Consolidated Financial Statements were authorized for issuance, and identified the following events, all of which are non-adjusting as defined in IAS 10:

Ordinary Shares repurchase

The Company entered into a side letter with Meritz on April 30, 2024, which modified the Amended and Restated Relationship Agreement (the “Meritz Side Letter”). Pursuant to the Meritz Side Letter, the Company agreed to repurchase from Meritz 5,245,648 Ordinary Shares in aggregate for a total purchase price of $20.0 million under the prescribed schedule therein. As the date of this Interim Condensed Consolidated Financial Statements issuance date, the Company made the repurchases of (i) 1,328,704 Ordinary Shares on April 30, 2024 for $5.0 million, (ii) 1,318,129 Ordinary Shares on June 28, 2024 for $5.0 million, and (iii) 1,305,220 Ordinary Shares on July 31, 2024 for $5.0 million.

F-25

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