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Lanvin Group Holdings Ltd

Lanvin Group Holdings LtdLANVEarnings & Financial Report

NYSE · Consumer Discretionary · Apparel & Other Finishd Prods of Fabrics & Similar Matl

Lanvin is a French luxury fashion house founded in 1889 by Jeanne Lanvin in Paris. It is the oldest French fashion house still in operation. Since 2018, it has been a subsidiary of Shanghai-based Lanvin Group. Lanvin Group includes Lanvin, Sergio Rossi, Wolford, St. John Knits, and Caruso.

What changed in Lanvin Group Holdings Ltd's 20-F — 2022 vs 2023

Top changes in Lanvin Group Holdings Ltd's 2023 20-F

691 paragraphs added · 737 removed · 519 edited across 5 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

143 edited+39 added−32 removed378 unchanged
Ensuring we optimize our inventory and improve the planning and management of inventory through use of data and analytics is critical to serving our customers, driving growth and maximizing profitability. If we maintain too much inventory, we may be forced to sell our merchandise at lower average margins, which could harm our business.
Ensuring we optimize our inventory and improve the planning and management of inventory through the use of data and analytics is critical to serving our customers, driving growth and maximizing profitability. If we maintain too much inventory, we may be forced to sell our merchandise at lower average margins, which could harm our business.
Furthermore, the competent government authorities may also initiate a cybersecurity review against the relevant operators where the authorities believe that the network product or service or data processing activities affect or may affect national security. However, the scope of potential operators of “critical information infrastructure” remains unclear.
Furthermore, the competent government authorities may also initiate a cybersecurity review against the relevant operators where the authorities believe that the network product or service or data processing activities affect or may affect national security. However, the scope of potential operators of “critical information infrastructure” remains unclear.
In addition, the scope of network product or service or data processing activities that will or may affect national security is also unclear and subject to regulatory interpretation.
In addition, the scope of network product or service or data processing activities that will or may affect national security is also unclear and subject to regulatory interpretation.
However, there can be no assurance that the PCAOB will continue to have such access.
However, there can be no assurance that the PCAOB will continue to have such access.
Should PRC authorities fail to facilitate the PCAOB’s access in the future, the PCAOB may consider the need to issue a new determination, which may affect our ability to maintain the listing of our securities on the U.S. national securities exchanges, including the NYSE, and the trading of them in the over-the-counter trading market.
Should PRC authorities fail to facilitate the PCAOB’s access in the future, the PCAOB may consider the need to issue a new determination, which may affect our ability to maintain the listing of our securities on the U.S. national securities exchanges, including the NYSE, and the trading of them in the over-the-counter trading market.
Although no single supplier is or is expected to become critical to our production needs, any of the following could materially and adversely affect our ability to produce or deliver our products and, as a result, have a material adverse effect on our business, financial condition and results of operations: • political or labor instability or military conflict involving any of the countries in which we, or our suppliers operate, which could cause a delay in the transportation of our products and raw materials to us and an increase in transportation costs; • heightened terrorism security concerns, which could subject imported or exported goods to additional, more frequent or more thorough inspections, leading to delays in deliveries or impoundments of goods for extended periods or could result in decreased scrutiny by customs officials for counterfeit goods, leading to lost sales, increased costs for our anti-counterfeiting measures and damage to the reputation of our brands; 20 Table of Contents • a significant decrease in availability or increase in cost of raw materials, including commodities (particularly cotton, wool and cashmere), or the ability to use raw materials produced in a country that is a major provider due to political, human rights, labor, environmental, animal cruelty or other concerns; • a significant decrease in factory and shipping capacity or increase in demand for such capacity; • a significant increase in wage and shipping costs; • natural disasters, which could result in closed factories and scarcity of raw materials; • disease epidemics and health related concerns, such as the COVID-19 pandemic, which could result in (and in the case of the COVID-19 pandemic, has resulted in certain of the following) closed factories, reduced workforces, scarcity of raw materials and scrutiny or embargoing of goods produced in infected areas; • the migration and development of manufacturers, which could affect where our products are or are planned to be produced; • the adoption of regulations, quotas and safeguards relating to imports and our ability to adjust timely to changes in trade regulations, which, among other things, could limit our ability to produce products in cost-effective countries that have the labor and expertise needed; and • the implementation of new or increased duties, taxes and other charges on imports.
Although no single supplier is or is expected to become critical to our production needs, any of the following could materially and adversely affect our ability to produce or deliver our products and, as a result, have a material adverse effect on our business, financial condition and results of operations: • political or labor instability or military conflict involving any of the countries in which we, or our suppliers operate, which could cause a delay in the transportation of our products and raw materials to us and an increase in transportation costs; • heightened terrorism security concerns, which could subject imported or exported goods to additional, more frequent or more thorough inspections, leading to delays in deliveries or impoundments of goods for extended periods or could result in decreased scrutiny by customs officials for counterfeit goods, leading to lost sales, increased costs for our anti-counterfeiting measures and damage to the reputation of our brands; • a significant decrease in availability or increase in cost of raw materials, including commodities (particularly cotton, wool and cashmere), or the ability to use raw materials produced in a country that is a major provider due to political, human rights, labor, environmental, animal cruelty or other concerns; 19 Table of Contents • a significant decrease in factory and shipping capacity or increase in demand for such capacity; • a significant increase in wage and shipping costs; • natural disasters, which could result in closed factories and scarcity of raw materials; • disease epidemics and health related concerns, such as the COVID-19 pandemic, which could result in (and in the case of the COVID-19 pandemic, has resulted in certain of the following) closed factories, reduced workforces, scarcity of raw materials and scrutiny or embargoing of goods produced in infected areas; • the migration and development of manufacturers, which could affect where our products are or are planned to be produced; • the adoption of regulations, quotas and safeguards relating to imports and our ability to adjust timely to changes in trade regulations, which, among other things, could limit our ability to produce products in cost-effective countries that have the labor and expertise needed; and • the implementation of new or increased duties, taxes and other charges on imports.
According to SAT Circular 82, an offshore incorporated enterprise controlled by a PRC enterprise or a PRC enterprise group will be regarded as a PRC tax resident by virtue of having its “de facto management body” in the PRC, and will be subject to PRC enterprise income tax on its global income only if all of the following conditions are met: (i) the places where the senior management personnel responsible for the execution of the daily management and operation of production and business of our offshore enterprises and the relevant senior personnel departments performing such duties are mainly located within China; (ii) the decisions of our offshore enterprises over finance (e.g. borrowing, lending, financing, financial risk controls, etc.) and personnel (e.g. appointment, dismissal and remuneration, etc.) matters are made by organization(s) or individual(s) located in China or subject to approval of organization(s) or individual(s) located in China; (iii) the main properties, accounting ledger, corporate seal, minutes of the board meetings and shareholders’ meetings, etc. of our offshore enterprises are situated or kept in China; and (iv) 50% (inclusive) or above of directors with voting rights or senior management personnel of our offshore enterprises ordinarily reside in China. 33 Table of Contents We believe our company is not a PRC resident enterprise for PRC tax purposes.
According to SAT Circular 82, an offshore incorporated enterprise controlled by a PRC enterprise or a PRC enterprise group will be regarded as a PRC tax resident by virtue of having its “de facto management body” in the PRC, and will be subject to PRC enterprise income tax on its global income only if all of the following conditions are met: (i) the places where the senior management personnel responsible for the execution of the daily management and operation of production and business of our offshore enterprises and the relevant senior personnel departments performing such duties are mainly located within China; (ii) the decisions of our offshore enterprises over finance (e.g. borrowing, lending, financing, financial risk controls, etc.) and personnel (e.g. appointment, dismissal and remuneration, etc.) matters are made by organization(s) or individual(s) located in China or subject to approval of organization(s) or individual(s) located in China; (iii) the main properties, accounting ledger, corporate seal, minutes of the board meetings and shareholders’ meetings, etc. of our offshore enterprises are situated or kept in China, and (iv) 50% (inclusive) or above of directors with voting rights or senior management personnel of our offshore enterprises ordinarily reside in China. 32 Table of Contents We believe our company is not a PRC resident enterprise for PRC tax purposes.
Our PRC subsidiaries accounted for less than 50% of our consolidated revenues, profit, total assets and net assets in 2021 and 2022. However, the interpretation, application and enforcement of the Trial Measures are still evolving and it remains uncertain whether the requirements under the Trial Measures are applicable to a securities offering by us.
Our PRC subsidiaries accounted for less than 50% of our consolidated revenues, profit, total assets and net assets in 2021, 2022 and 2023. However, the interpretation, application and enforcement of the Trial Measures are still evolving and it remains uncertain whether the requirements under the Trial Measures are applicable to a securities offering by us.
The COVID-19 pandemic has also impacted our supply chain partners, including third-party manufacturers, logistics providers and other vendors, as well as the supply chains of our wholesale customers, retail stores and licensees, due to factory closures, labor shortages, imposed restrictions on travel and import/export delays.
The COVID-19 pandemic also impacted our supply chain partners, including third-party manufacturers, logistics providers and other vendors, as well as the supply chains of our wholesale customers, retail stores and licensees, due to factory closures, labor shortages, imposed restrictions on travel and import/export delays.
Factors affecting the trading price of our securities may include: • actual or anticipated fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to us; • changes in the market’s expectations about our operating results; • success of competitors; • our operating results failing to meet the expectation of securities analysts or investors in a particular period; changes in financial estimates and recommendations by securities analysts concerning us or the personal luxury goods market in general; • operating and share price performance of other companies that investors deem comparable to us; • our ability to enhance our marketing strategies; • changes in laws and regulations affecting our business; • our ability to meet compliance requirements; • commencement of, or involvement in, litigation involving us; • changes in our capital structure, such as future issuances of securities or the incurrence of additional debt; • the volume of our securities available for public sale; • any major change in our board or management; • sales of substantial amounts of securities by the our directors, executive officers or significant shareholders or the perception that such sales could occur; and • general economic and political conditions such as recessions, interest rates, international currency fluctuations, pandemic and acts of war or terrorism.
Factors affecting the trading price of our securities may include: • actual or anticipated fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to us; • changes in the market’s expectations about our operating results; • success of competitors; • our operating results failing to meet the expectation of securities analysts or investors in a particular period; changes in financial estimates and recommendations by securities analysts concerning us or the personal luxury goods market in general; • operating and share price performance of other companies that investors deem comparable to us; • our ability to enhance our marketing strategies; • changes in laws and regulations affecting our business; • our ability to meet compliance requirements; 35 Table of Contents • commencement of, or involvement in, litigation involving us; • changes in our capital structure, such as future issuances of securities or the incurrence of additional debt; • the volume of our securities available for public sale; • any major change in our board or management; • sales of substantial amounts of securities by the our directors, executive officers or significant shareholders or the perception that such sales could occur; and • general economic and political conditions such as recessions, interest rates, international currency fluctuations, pandemic and acts of war or terrorism.
The potential difficulties of integrating the operations of an acquired business and realizing our expectations for an acquisition, including the benefits that may be realized, include, among other things: • failure to identify appropriate targets or to complete the deal; • failure to implement our business plan for the combined business; • delays or difficulties in completing the integration of acquired companies or assets; • higher than expected costs, lower than expected cost savings or a need to allocate resources to manage unexpected operating difficulties; • unanticipated issues in integrating systems and operations; • diversion of the attention and resources of management; • assumption of liabilities not identified in due diligence; • operational and regulatory challenges related to the jurisdictions in which an acquired business operates; • uncertainties associated with potential targets in certain jurisdictions given the current intensified geopolitical environment; • the impact on our or an acquired business’ internal controls and compliance with the requirements under applicable regulation; and • other unanticipated issues, expenses and liabilities.
The potential difficulties of integrating the operations of an acquired business and realizing our expectations for an acquisition, including the benefits that may be realized, include, among other things: • failure to identify appropriate targets or to complete the deal; • failure to implement our business plan for the combined business; • delays or difficulties in completing the integration of acquired companies or assets; 24 Table of Contents • higher than expected costs, lower than expected cost savings or a need to allocate resources to manage unexpected operating difficulties; • unanticipated issues in integrating systems and operations; • diversion of the attention and resources of management; • assumption of liabilities not identified in due diligence; • operational and regulatory challenges related to the jurisdictions in which an acquired business operates; • uncertainties associated with potential targets in certain jurisdictions given the current intensified geopolitical environment; • the impact on our or an acquired business’ internal controls and compliance with the requirements under applicable regulation; and • other unanticipated issues, expenses and liabilities.
There is significant concern by consumers, employees, and lawmakers alike over the security of personal information transmitted over the Internet, consumer identity theft, and user privacy, as cyber-criminals are becoming increasingly more sophisticated in their attempts to gain unauthorized access to computer systems and confidential or sensitive data. 22 Table of Contents We and our suppliers have been and may in the future be subject to cyber-attacks and other attempted security breaches.
There is significant concern by consumers, employees, and lawmakers alike over the security of personal information transmitted over the Internet, consumer identity theft, and user privacy, as cyber-criminals are becoming increasingly more sophisticated in their attempts to gain unauthorized access to computer systems and confidential or sensitive data. 21 Table of Contents We and our suppliers have been and may in the future be subject to cyber-attacks and other attempted security breaches.
Any of the foregoing could have an adverse effect on the reputation of our brands and our revenue and results of operations. 18 Table of Contents We utilize a range of marketing, advertising, and other initiatives to increase existing customers’ spending and to acquire new customers; if the costs of advertising or marketing increase, or if our initiatives fail to achieve their desired impact, we may be unable to grow the business profitably.
Any of the foregoing could have an adverse effect on the reputation of our brands and our revenue and results of operations. 17 Table of Contents We utilize a range of marketing, advertising, and other initiatives to increase existing customers’ spending and to acquire new customers; if the costs of advertising or marketing increase, or if our initiatives fail to achieve their desired impact, we may be unable to grow the business profitably.
The determination will be made on the basis of “substance over form;” and • where a PRC domestic company seeks to indirectly offer and list securities in an overseas market, such company is required to designate a major domestic operating entity responsible for all filing procedures with the CSRC; where a company makes an application for initial public offerings or listings in an overseas market, such company is required to submit filings with the CSRC within three business days after such application is submitted, and where an issuer conducts follow-on offerings in the same overseas market where it has previously offered and listed securities, the issuer shall submit filings with the CSRC within three business days after the follow-on offering is completed.
The determination will be made on the basis of “substance over form;” and 30 Table of Contents • where a PRC domestic company seeks to indirectly offer and list securities in an overseas market, such company is required to designate a major domestic operating entity responsible for all filing procedures with the CSRC; where a company makes an application for initial public offerings or listings in an overseas market, such company is required to submit filings with the CSRC within three business days after such application is submitted, and where an issuer conducts follow-on offerings in the same overseas market where it has previously offered and listed securities, the issuer shall submit filings with the CSRC within three business days after the follow-on offering is completed.
These restrictive measures have impacted our operations in a number of respects, including cancelations of or capacity restrictions on certain marketing and brand events and limitations on in-person meetings among our sales teams. In addition, the inability or unwillingness of customers to travel has had a significant impact on sales driven by tourism.
These restrictive measures impacted our operations in a number of respects, including cancelations of or capacity restrictions on certain marketing and brand events and limitations on in-person meetings among our sales teams. In addition, the inability or unwillingness of customers to travel had a significant impact on sales driven by tourism.
Any such limitations on the ability of our operating subsidiaries to make payments to us could have a material adverse effect on our ability to conduct our business. 35 Table of Contents We expect to incur negative operating cash flows in the next few years and may need to raise substantial additional funding.
Any such limitations on the ability of our operating subsidiaries to make payments to us could have a material adverse effect on our ability to conduct our business. 34 Table of Contents We expect to incur negative operating cash flows in the next few years and may need to raise substantial additional funding.
Holders are urged to consult their tax advisors regarding the possible application of the PFIC rules to holders of our Ordinary Shares and Public Warrants. 48 Table of Contents We may be subject to U.S. foreign investment regulations which may limit certain investors’ ability to purchase our securities.
Holders are urged to consult their tax advisors regarding the possible application of the PFIC rules to holders of our Ordinary Shares and Public Warrants. 46 Table of Contents We may be subject to U.S. foreign investment regulations which may limit certain investors’ ability to purchase our securities.
The impact of the COVID-19 pandemic on some of our wholesale customers has resulted in them closing some of their stores.
The impact of the COVID-19 pandemic on some of our wholesale customers resulted in them closing some of their stores.
The shareholders’ agreement entered into by and between FIH and certain minority shareholders of Arpège SAS (as subsequently acceded to by FFG Lily (Luxembourg) S.a`.r.l and then by FFG Lucky SAS, the “Lanvin SHA”) provides that certain matters require an affirmative vote of each member of the board of Arpège SAS representing minority shareholders, including the entry into any related party transactions.
The shareholders’ agreement entered into by and between FIH and certain minority shareholders of Arpège SAS (as subsequently acceded to by FFG Lily (Luxembourg) S.à.r.1 and then by FFG Lucky SAS, the “Lanvin SHA”) provides that certain matters require an affirmative vote of each member of the board of Arpège SAS representing minority shareholders, including the entry into any related party transactions.
To the extent that any Warrants are exercised on a cashless basis, the amount of cash we would receive from the exercise of the Warrants will decrease. 37 Table of Contents If securities or industry analysts do not publish research, publish inaccurate or unfavorable research or cease publishing research about us, our share price and trading volume could decline significantly.
To the extent that any Warrants are exercised on a cashless basis, the amount of cash we would receive from the exercise of the Warrants will decrease. If securities or industry analysts do not publish research, publish inaccurate or unfavorable research or cease publishing research about us, our share price and trading volume could decline significantly.
Any of the foregoing in turn could damage our reputation, with possible adverse effects on our business, results of operations and financial condition. 14 Table of Contents We face risks related to health epidemics, pandemics and similar outbreaks, such as the COVID-19 pandemic, which has had and may continue to have a material adverse impact on our business, financial condition and results of operations.
Any of the foregoing in turn could damage our reputation, with possible adverse effects on our business, results of operations and financial condition. We face risks related to health epidemics, pandemics and similar outbreaks, such as the COVID-19 pandemic, which has had and may continue to have a material adverse impact on our business, financial condition and results of operations.
Consequently, such adjustments may increase the related taxes and impose penalties and late payment interests, which may result in a material adverse effect on our business, results of operations and financial condition. We operate in many countries around the world and, accordingly, we are exposed to various international business, regulatory, social and political risks.
Consequently, such adjustments may increase the related taxes and impose penalties and late payment interests, which may result in a material adverse effect on our business, results of operations and financial condition. 28 Table of Contents We operate in many countries around the world and, accordingly, we are exposed to various international business, regulatory, social and political risks.
Loans by us to our subsidiaries in Austria are considered equity substitution if we are in a crisis, and will only be repaid if we are fully restructured. For our portfolio brands, the cash needs of the brands’ subsidiaries are provided as necessary in the form of shareholder loans or capital injections from us or the relevant parent brand entity.
Loans by us to our subsidiaries in Austria are considered equity substitution if we are in a crisis, and will only be repaid if we are fully restructured. 7 Table of Contents For our portfolio brands, the cash needs of the brands’ subsidiaries are provided as necessary in the form of shareholder loans or capital injections from us or the relevant parent brand entity.
Increased frequency and intensity of weather events (including storms and floods) due to climate change could also lead to more frequent store closures and/or lost sales as customers prioritize basic needs. 28 Table of Contents There is also increased focus from our stakeholders, including consumers, employees and investors, on corporate responsibility (including ESG matters.
Increased frequency and intensity of weather events (including storms and floods) due to climate change could also lead to more frequent store closures and/or lost sales as customers prioritize basic needs. There is also increased focus from our stakeholders, including consumers, employees and investors, on corporate responsibility (including ESG matters).
In addition, the restrictions on the ability of foreign persons to invest in us or of our ability to invest in U.S. businesses could limit our ability to engage in strategic transactions that could benefit our shareholders, including a change of control of us and our strategic acquisitions and investments, and could also affect the price that an investor may be willing to pay for our securities. 49 Table of Contents
In addition, the restrictions on the ability of foreign persons to invest in us or of our ability to invest in U.S. businesses could limit our ability to engage in strategic transactions that could benefit our shareholders, including a change of control of us and our strategic acquisitions and investments, and could also affect the price that an investor may be willing to pay for our securities.
Furthermore, foreign exchange markets have recently experienced significant volatility, and there can be no assurance that our results of operations will not be adversely affected by such volatility. 29 Table of Contents We are subject to risks related to the complexity and uncertainty in interpretation of transfer pricing rules.
Furthermore, foreign exchange markets have recently experienced significant volatility, and there can be no assurance that our results of operations will not be adversely affected by such volatility. We are subject to risks related to the complexity and uncertainty in interpretation of transfer pricing rules.
Sales of substantial numbers of such shares in the public market or the fact that such Warrants may be exercised could adversely affect the market price of our Ordinary Shares. Assuming the exercise of all outstanding Warrants for cash, we would receive aggregate proceeds of approximately $367.8 million.
Sales of substantial numbers of such shares in the public market or the fact that such Warrants may be exercised could adversely affect the market price of our Ordinary Shares. 36 Table of Contents Assuming the exercise of all outstanding Warrants for cash, we would receive aggregate proceeds of approximately $367.8 million.
This is exemplified by the impact on the formalwear segment of each of our brands, as not going to the office means fewer men are wearing dress shirts and ties and by the impact on our shoe business, as women are wearing and purchasing fewer high heeled shoes for the same reasons.
This can be exemplified by the impact on the formalwear segment of each of our brands, as not going to the office means fewer men are wearing dress shirts and ties and by the impact on our shoe business, as women are wearing and purchasing fewer high heeled shoes for the same reasons.
A decline in the market price of our securities also could adversely affect our ability to issue additional securities and our ability to obtain additional financing in the future. 36 Table of Contents Sales of a substantial number of our securities in the public market by our existing securityholders could cause the price of our Ordinary Shares and Warrants to fall.
A decline in the market price of our securities also could adversely affect our ability to issue additional securities and our ability to obtain additional financing in the future. Sales of a substantial number of our securities in the public market by our existing securityholders could cause the price of our Ordinary Shares and Warrants to fall.
Such developments could adversely affect our business and operating results, lead to a reduction in demand for our services and adversely affect our competitive position. 30 Table of Contents Given our intention to develop global consumer markets including China, we may also be affected significantly by political, regulatory, economic and social conditions in China.
Such developments could adversely affect our business and operating results, lead to a reduction in demand for our services and adversely affect our competitive position. Given our intention to develop global consumer markets including China, we may also be affected significantly by political, regulatory, economic and social conditions in China.
As a result of the restricted share units (“RSUs”) granted under the RSU Scheme, we incurred share-based compensation of €7.4 million, €7.2 million and €5.4 million for the years ended December 31, 2022, 2021 and 2020, respectively.
As a result of the restricted share units (“RSUs”) granted under the RSU Scheme, we incurred share-based compensation of €2.7 million, €7.4 million and €7.2 million for the years ended December 31, 2023, 2022 and 2021, respectively.
A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere. Certain corporate governance practices in the Cayman Islands, which is our home country, differ significantly from requirements for companies incorporated in other jurisdictions such as the United States.
A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere. 41 Table of Contents Certain corporate governance practices in the Cayman Islands, which is our home country, differ significantly from requirements for companies incorporated in other jurisdictions such as the United States.
Disease epidemics and other health-related concerns, also could result in (and, in the case of the COVID-19 pandemic, has resulted in) closed stores, reduced consumer traffic and purchasing, as consumers become ill or limit or cease shopping in order to avoid exposure, or governments impose mandatory business closures, travel restrictions or the like to prevent the spread of disease.
Disease epidemics and other health-related concerns, also could result in (and, in the case of the COVID-19 pandemic, resulted in) closed stores, reduced consumer traffic and purchasing (including international tourist traffic and spending), as consumers become ill or limit or cease shopping in order to avoid exposure, or governments impose mandatory business closures, travel restrictions or the like to prevent the spread of disease.
The unexpected loss of services of one or more of these individuals could have a material adverse effect on us. We depend on highly specialized craftsmanship and skills.
The unexpected loss of services of one or more of these individuals could have a material adverse effect on us. 27 Table of Contents We depend on highly specialized craftsmanship and skills.
As a result, expenses associated with share-based compensation may increase, which may have an adverse effect on our business and results of operations. We may be or become a passive foreign investment company (“PFIC”), which could result in adverse U.S. federal income tax consequences to U.S. Holders.
As a result, expenses associated with share-based compensation may increase, which may have an adverse effect on our business and results of operations. We may be or become a passive foreign investment company (“PFIC”), which could result in adverse U.S. federal income tax consequences to shareholders who are U.S. persons.
Economies around the world have generally seen significant inflationary pressures since 2021, which may persist in 2023.
Economies around the world have generally seen significant inflationary pressures since 2021, which may persist in 2024.
Risk Factors—Risks Related to Our Business and Industry—Our ability to maintain the listing of our securities on the NYSE may be dependent on the PCAOB’s continued access to inspect our independent auditors .” A. [Reserved] B. Capitalization and Indebtedness Not required. C. Reasons for the Offer and Use of Proceeds Not required. D.
Risk Factors Risks Related to Our Securities—Our ability to maintain the listing of our securities on the NYSE may be dependent on the PCAOB’s continued access to inspect our independent auditors .” 8 Table of Contents A. [Reserved] B. Capitalization and Indebtedness Not required. C. Reasons for the Offer and Use of Proceeds Not required. D.
Securities litigation against us could result in substantial costs and divert management’s attention from other business concerns, which could seriously harm our business. 43 Table of Contents We may not pay cash dividends in the foreseeable future.
Securities litigation against us could result in substantial costs and divert management’s attention from other business concerns, which could seriously harm our business. We may not pay cash dividends in the foreseeable future.
Fosun and its affiliates are subject to certain lock-up arrangement and have certain registration rights with respect to their Ordinary Shares. We have filed a registration statement registering for resale certain of our securities, including Ordinary Shares held by Fosun and its affiliates, which has become effective.
Fosun and its affiliates have certain registration rights with respect to their Ordinary Shares. The previously lock-up arrangement with Fosun and its affiliates has expired. We have filed a registration statement registering for resale of certain of our securities, including Ordinary Shares held by Fosun and its affiliates, which has become effective.
Acquisitions have been a consistent part of our growth. Prior to completing any acquisition, our management team identifies expected synergies, cost savings and growth opportunities but, due to legal and business limitations, we may not have access to all necessary information. The integration process may be complex, costly and time-consuming.
Prior to completing any acquisition, our management team identifies expected synergies, cost savings and growth opportunities but, due to legal and business limitations, we may not have access to all necessary information. The integration process may be complex, costly and time-consuming.
If we are unable to raise capital when needed or on attractive terms, we would be forced to delay, scale back or discontinue some of our businesses, operations, investments, acquisitions or other growth initiatives.
If we are unable to raise capital or obtain sufficient funding from our shareholders when needed or on attractive terms, we would be forced to delay, scale back or discontinue some of our businesses, operations, investments, acquisitions or other growth initiatives.
Any such regulatory oversight or control could significantly limit, or completely hinder, our ability to offer or continue to offer securities to investors and cause the value of our securities to significantly decline. There are uncertainties regarding the interpretation and enforcement of PRC laws, rules and regulations.
Any such regulatory oversight or control could significantly limit, or completely hinder, our ability to offer or continue to offer securities to investors and cause the value of our securities to significantly decline. There are uncertainties regarding the interpretation and enforcement of PRC laws, rules and regulations, and changes in laws, rules and regulations in China could adversely affect us.
In addition, certain other entities involved in the transaction, including LGHL, Merger Sub 1, Merger Sub 2, Aspex, the PIPE Investors and certain existing shareholders of Lanvin Group, are, or are believed to be, “foreign persons” under such rules and regulations.
In addition, certain other entities involved in the transaction, including LGHL, Merger Sub 1, Merger Sub 2, Aspex Master Fund (“Aspex”), the PIPE Investors (as defined below) and certain existing shareholders of Lanvin Group, are, or are believed to be, “foreign persons” under such rules and regulations.
Most recently, on March 10, 2023, Silicon Valley Bank (“SVB”) was closed by the California Department of Financial Protection and Innovation, which appointed the U.S. Federal Deposit Insurance Corporation (“FDIC”) as receiver. Similarly, on March 12, 2023, Signature Bank was also placed into receivership. Although a statement by the U.S.
For example, on March 10, 2023, Silicon Valley Bank (“ SVB”) was closed by the California Department of Financial Protection and Innovation, which appointed the U.S. Federal Deposit Insurance Corporation (“FDIC”) as receiver. Similarly, on March 12, 2023, Signature Bank was also placed into receivership. Although a statement by the U.S.
Such payments will reduce the funds available to us for working capital, capital expenditures, and other corporate purposes, which may in turn limit our ability to implement our business strategy.
Such payments, in addition to our obligation to pay the underwriting fees, will reduce the funds available to us for working capital, capital expenditures, and other corporate purposes, which may in turn limit our ability to implement our business strategy.
PRC Permissions and Approvals We conduct a portion (approximately 11.6% of our revenues in 2022) of our operations in the Greater China region, and as of the date of this annual report, we have obtained all requisite permissions and approvals that are material to our operations in China.
PRC Permissions and Approvals We conduct a portion (approximately 12.5% of our revenues in 2023) of our operations in the Greater China region, and as of the date of this annual report, we have obtained all requisite permissions and approvals that are material to our operations in China.
We have incurred significant losses in the past and anticipate that we will continue to incur losses in the current year and upcoming years. We incurred losses of €135.7 million, €76.5 million and €239.8 million in the years ended December 31, 2020, 2021 and 2022, respectively.
We have incurred significant losses in the past and anticipate that we will continue to incur losses in the current year and upcoming years. We incurred losses of €76.5 million, €239.8 million and €146.3 million in the years ended December 31, 2021, 2022 and 2023, respectively.
Consumer spending behavior is also being negatively impacted by job losses and reduced incomes, changing needs due to remote working, reduced in-person social interaction, vacation time spent at home and other factors.
Consumer spending behavior was also and may continue to be negatively impacted by job losses and reduced incomes, changing needs due to remote working, reduced in-person social interaction, vacation time spent at home and other factors.
The requirements of being a public company may strain our resources, divert our management’s attention and affect our ability to attract and retain qualified board members. We are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Act, NYSE listing requirements and other applicable securities rules and regulations.
The requirements of being a public company may strain our resources and divert our management’s attention. We are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Act, NYSE listing requirements and other applicable securities rules and regulations.
Any violation of the foregoing laws could lead to regulatory and/or judicial proceedings and sanctions (including civil penalties, denial of export privileges, injunctions, asset seizures and revocations or restrictions of licenses, as well as criminal fines and imprisonment), which may have a material adverse effect on our reputation, business, results of operations and financial condition.
Any violation of the foregoing laws could lead to regulatory and/or judicial proceedings and sanctions (including civil penalties, denial of export privileges, injunctions, asset seizures and revocations or restrictions of licenses, as well as criminal fines and imprisonment), which may have a material adverse effect on our reputation, business, results of operations and financial condition. 26 Table of Contents Changes to taxation or the interpretation or application of tax laws could have an adverse impact on our results of operations and financial condition.
At the same time, the reduced mobility of customers as a result of the pandemic has reduced customers desire to shop and incur spending on personal luxury goods. Store closures, reduced store hours and occupancy levels, travel restrictions and concerns about the health risks of traveling adversely affect traffic in our stores and our wholesale customers’ stores.
At the same time, the reduced mobility of customers as a result of the pandemic reduced customers desire to shop and incur spending on personal luxury goods. 14 Table of Contents Store closures, reduced store hours and occupancy levels, travel restrictions and concerns about the health risks of traveling during the COVID-19 pandemic adversely affected traffic in our stores and our wholesale customers’ stores.
If we fail to maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired.
If we are unable to remediate these material weaknesses or otherwise fail to maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired.
For details, see “Item 4. Information on the Company—B. Business Overview—Sales Channels.” The risks related to managing currently existing DOSs mainly relate to possible difficulties in renewing the existing lease agreements, an increase in rental charges and a decline in sales. Our DOSs are all located in properties that we lease from third parties.
Business Overview—Sales Channels.” The risks related to managing currently existing DOSs mainly relate to possible difficulties in renewing the existing lease agreements, an increase in rental charges and a decline in sales. Our DOSs are all located in properties that we lease from third parties.
Restrictive measures in certain regions also resulted in store closures which prevented consumers from purchasing goods directly from stores. In places where our retail stores are open, they generally are operating on reduced hours and at reduced occupancy levels and remain subject to closure due to health protocols or more limited governmental orders.
Restrictive measures in certain regions also resulted in store closures which prevented consumers from purchasing goods directly from stores. In places where our retail stores were open, they generally operated on reduced hours and at reduced occupancy levels and were subject to closure due to health protocols or more limited governmental orders during the COVID-19 pandemic.
As a result, you may not be provided with the benefits of certain corporate governance requirements of the NYSE applicable to U.S. domestic public companies. See “Item 6. Directors, Senior Management and Employees—C.
Subject to the foregoing, we rely on the exemptions listed above. As a result, you may not be provided with the benefits of certain corporate governance requirements of the NYSE applicable to U.S. domestic public companies. See “Item 6. Directors, Senior Management and Employees—C.
Consumer spending behavior is also being negatively impacted by job losses and reduced incomes, changing needs due to remote working, reduced in-person social interaction, vacation time spent at home and other factors.
Consumer spending behavior was and may continue to be negatively impacted by job losses and reduced incomes, changing needs due to remote working, reduced in-person social interaction, vacation time spent at home and other factors.
Conversely, if we fail to purchase enough merchandise, or inventory does not arrive fast enough or as expected, we may lose opportunities for additional sales and potentially harm relationships with our customers. 21 Table of Contents We are subject to certain risks related to the sale of our products through our direct-to-consumer (“DTC”) channel and in particular our directly operated stores In our distribution model, the DTC channel primarily consists of directly operated stores (“DOSs”) and e-commerce platforms through which we sell directly to our customers.
Conversely, if we fail to purchase enough merchandise, or inventory does not arrive fast enough or as expected, we may lose opportunities for additional sales and potentially harm relationships with our customers. 20 Table of Contents We are subject to certain risks related to the sale of our products through our direct-to-consumer (“DTC”) channel and in particular our directly operated stores.
Furthermore, if we are deemed a PRC resident enterprise, dividends paid to our non-PRC individual shareholders (including the common stockholders) and any gain realized on the transfer of the common stock or ordinary shares by such shareholders may be subject to PRC tax at a rate of 20% (which, in the case of dividends, may be withheld at source by us).
In addition, non-resident enterprise shareholders (including the common stockholders) may be subject to PRC tax on gains realized on the sale or other disposition of the common stock, if such income is treated as sourced from within the PRC Furthermore, if we are deemed a PRC resident enterprise, dividends paid to our non-PRC individual shareholders (including the common stockholders) and any gain realized on the transfer of the common stock or ordinary shares by such shareholders may be subject to PRC tax at a rate of 20% (which, in the case of dividends, may be withheld at source by us).
On December 28, 2021, the Cyberspace Administration of China, together with certain other government authorities, promulgated the Revised Cybersecurity Review Measures that took effect from February 15, 2022, pursuant to which online platform operator holding over one million users’ information must apply for a cybersecurity review before listing abroad, and operators of “critical information infrastructure” that intend to purchase internet products and services that will or may affect national security must apply for a cybersecurity review.
We believe we are not currently engaged in any business that falls into the 2021 Negative Lists. 31 Table of Contents On December 28, 2021, the Cyberspace Administration of China, together with certain other government authorities, promulgated the Revised Cybersecurity Review Measures that took effect from February 15, 2022, pursuant to which online platform operator holding over one million users’ information must apply for a cybersecurity review before listing abroad, and operators of “critical information infrastructure” that intend to purchase internet products and services that will or may affect national security must apply for a cybersecurity review.
Furthermore, pursuant to the Lanvin SHA, if Fosun loses its control over us (i.e., the possession, directly or indirectly, of the ability to direct or cause the direction of our policies and management), we may be obligated to cause the equity interest we hold indirectly in Arpège SAS to be transferred back to Fosun or its controlled affiliates.
Liquidity and Capital Resources—Meritz Private Placement” for further details. 45 Table of Contents Furthermore, pursuant to the Lanvin SHA, if Fosun loses its control over us (i.e., the possession, directly or indirectly, of the ability to direct or cause the direction of our policies and management), we may be obligated to cause the equity interest we hold indirectly in Arpège SAS to be transferred back to Fosun or its controlled affiliates.
See “— Certain rights granted to Meritz in the Meritz Relationship Agreement could limit the funds available to us or potentially result in dilution of our then existing shareholders ” and “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Meritz Private Placement” for further details.
See “—Certain rights granted to Meritz in the Amended and Restated Meritz Relationship Agreement could limit the funds available to us or potentially result in dilution of our then existing shareholders ” and “Item 5. Operating and Financial Review and Prospects—B.
The minority shareholders currently own, in the aggregate, 5.72% of the equity securities in Arpège SAS.
The minority shareholders currently own, in the aggregate, 4.73% of the equity securities in Arpège SAS.
We are exposed to the risk that our overall tax burden may increase in the future. Changes in tax laws or regulations, or in the position of the relevant authorities regarding the application, administration or interpretation of these laws or regulations, particularly if applied retrospectively, could have a material adverse effect on our business, results of operations and financial condition.
Changes in tax laws or regulations, or in the position of the relevant authorities regarding the application, administration or interpretation of these laws or regulations, particularly if applied retrospectively, could have a material adverse effect on our business, results of operations and financial condition.
If we identify any new material weaknesses in the future, any such newly identified material weakness could limit our ability to prevent or detect a misstatement of our accounts or disclosures that could result in a material misstatement of our annual or interim financial statements.
Controls and Procedures—Management’s Annual Report on Internal Control over Financial Reporting.” If we identify any new material weaknesses in the future, any such newly identified material weakness could limit our ability to prevent or detect a misstatement of our accounts or disclosures that could result in a material misstatement of our annual or interim financial statements.
On December 28, 2021, the Cyberspace Administration of China, together with certain other government authorities, promulgated the Revised Cybersecurity Review Measures that took effect from February 15, 2022, pursuant to which online platform operators holding over one million users’ information must apply for a cybersecurity review before listing abroad, and operators of “critical information infrastructure” that intend to purchase internet products and services that will or may affect national security must apply for a cybersecurity review.
However, the interpretation, application and enforcement of the Trial Measures are still evolving and it remains uncertain whether the requirements under the Trial Measures are applicable to a securities offering by us. 6 Table of Contents On December 28, 2021, the Cyberspace Administration of China, together with certain other government authorities, promulgated the Revised Cybersecurity Review Measures that took effect from February 15, 2022, pursuant to which online platform operators holding over one million users’ information must apply for a cybersecurity review before listing abroad, and operators of “critical information infrastructure” that intend to purchase internet products and services that will or may affect national security must apply for a cybersecurity review.
Additionally, failing to comply with such laws and regulations could damage the reputation of our brands and lead to adverse consumer actions, as well as expose us to government enforcement action and/or private litigation, any of which could adversely affect our business.
Additionally, failing to comply with such laws and regulations could damage the reputation of our brands and lead to adverse consumer actions, as well as expose us to government enforcement action and/or private litigation, any of which could adversely affect our business. Because of our prominence in the luxury sector, we may be an attractive target for cyberattacks.
If we are a passive foreign investment company (“PFIC”) for any taxable year, or portion thereof, that is included in the holding period of a beneficial owner of our Ordinary Shares or Public Warrants that is a U.S. Holder (as defined below in the section entitled “Item 10. Additional Information—E. Taxation—United States Federal Income Tax Considerations—General”), such U.S.
If we are, for U.S. federal income tax purposes, a PFIC for any taxable year, or portion thereof, that is included in the holding period of a beneficial owner of our Ordinary Shares or Public Warrants that is a U.S. Holder (as defined below in the section entitled “ Item 10. Additional Information - E.
As a result of disclosure of information in this annual report and in filings required of a public company, our business and financial condition will become more visible, which we believe may result in threatened or actual litigation, including by competitors and other third parties.
These additional obligations could have a material adverse effect on our business, financial condition, results of operations and prospects. 38 Table of Contents As a result of disclosure of information in this annual report and in filings required of a public company, our business and financial condition will become more visible, which we believe may result in threatened or actual litigation, including by competitors and other third parties.
In addition, our directors, officers, employees, affiliates and other third-parties associated with us may be subject to investigations, litigation or other legal proceedings, including those that are unrelated to their relationships and dealings with us.
In addition, our directors, officers, employees, affiliates and other third-parties associated with us may be subject to investigations, litigation or other legal proceedings, including those that are unrelated to their relationships and dealings with us. Any such litigation, legal proceedings or regulatory developments could adversely affect our business, financial condition or reputation. We are subject to legal and regulatory risk.
There is an ongoing trademark dispute between Sergio Rossi and Stefano Ricci, which challenges the trademark registrations for “sr,” “sr 1,” “sr Milano,” and “sr twenty,” as well as challenges the use of “SR (rectangle)” and “SR (oval)”. We do not believe this is material to our brands as the use of such logos is minimal.
There is an ongoing trademark dispute between Sergio Rossi and Stefano Ricci, which challenges the trademark registrations for “sr,” “sr 1,” “sr Milano,” and “sr twenty,” as well as challenges the use of “SR (rectangle)” and “SR (oval)”.
In particular, various investments in the pipeline, including our incubator project dedicated to minority investments in fast-growing companies with strengths in creativity, digitalization, as well as sustainable and intelligent supply chains may be put on hold.
In particular, various investments in the pipeline, including our incubator project dedicated to minority investments in fast-growing companies with strengths in creativity, digitalization, as well as sustainable and intelligent supply chains may be put on hold. Failure to comply with the terms of our indebtedness could have a material adverse effect on our ability to conduct our business.
There can be no assurance that we will generate sufficient cash flows from operations or that future financing will be available to us in amounts sufficient to enable us to make required and timely payments on Meritz’s investment, and to fund its operations.
There can be no assurance that we will generate sufficient cash flows from operations or that future financing will be available to us in amounts sufficient to enable us to make required and timely payments under the Amended and Restated Meritz Relationship Agreement, and to fund its operations. For details of Meritz’s investment, see “Item 5.
Any of these outcomes could have a material adverse effect on our brands, business, results of operations and financial condition. 16 Table of Contents We cannot assure you that we can successfully execute any of these actions or our growth strategy for our businesses, nor can we assure you that the launch of any additional product lines or businesses by us or that the continued offering of existing lines will achieve the degree of consistent success necessary to generate profits or positive cash flow.
We cannot assure you that we can successfully execute any of these actions or our growth strategy for our businesses, nor can we assure you that the launch of any additional product lines or businesses by us or that the continued offering of existing lines will achieve the degree of consistent success necessary to generate profits or positive cash flow.
If we fail to accurately forecast consumer demand, we may experience excess inventory levels or a shortage of products available for sale in our stores or for delivery to customers. 19 Table of Contents Inventory levels in excess of customer demand may result in inventory write-offs, donations by us of our unsold products, inventory write-downs, and/or the sale of excess inventory at discounted prices, any of which could cause our gross margin to suffer, impair the strength and exclusivity of our brands, and have an adverse effect on our results of operations, financial condition, and cash flows.
Inventory levels in excess of customer demand may result in inventory write-offs, donations by us of our unsold products, inventory write-downs, and/or the sale of excess inventory at discounted prices, any of which could cause our gross margin to suffer, impair the strength and exclusivity of our brands, and have an adverse effect on our results of operations, financial condition, and cash flows. 18 Table of Contents Conversely, if we underestimate customer demand for our products and fail to arrange sufficient manufacturing capacities in advance, then we may not be able to deliver products to meet our requirements and we may experience inventory shortages.
We continue to evaluate steps to remediate the material weakness. These remediation measures may be time consuming and costly and there is no assurance that these initiatives will ultimately have the intended effects.
And the remediation measures we take may be time consuming and costly and there is no assurance that such initiatives will ultimately have the intended effects.
Certain rights granted to Meritz in the Meritz Relationship Agreement could limit the funds available to us or potentially result in dilution of our then existing shareholders.
Certain rights granted to Meritz in the Amended and Restated Meritz Relationship Agreement could limit the funds available to us or potentially result in dilution of our then existing shareholders. On December 14, 2023, we consummated the Meritz SBSA and Amended and Restated Meritz Relationship Agreement with Meritz.
Wolford AG repaid a shareholder loan of EUR11.1 million to us in 2020, and subsequently received a shareholder loan of EUR10.0 million from us in 2021 and EUR22.5 million from us in 2022. In 2020, 2021 and 2022, we issued shareholder loans of $42.0 million, $35.8 million and $25.5 million to St. John.
In addition, Wolford AG received shareholder loans of EUR10.0 million, EUR22.5 million, and EUR10.8 million from us in 2021, 2022 and 2023, respectively. In 2021, 2022 and 2023, we issued shareholder loans of $35.8 million, $25.5 million and $12.5 million, respectively, to St. John.
Any of these events could have a material adverse effect on our revenue and, consequently, our results of operations. 25 Table of Contents Our potential inability to find suitable new targets to drive inorganic business growth and the risk that any acquisitions we do complete may not be successful in achieving intended benefits, cost savings and synergies.
Our potential inability to find suitable new targets to drive inorganic business growth and the risk that any acquisitions we do complete may not be successful in achieving intended benefits, cost savings and synergies. Acquisitions have been a consistent part of our growth.
In addition, subject to a lock-up agreement signed by Fosun Fashion Holdings (Cayman) Limited, Fosun may cause its affiliates to sell Ordinary Shares pursuant to Rule 144 under the Securities Act (“Rule 144”), if available.
In addition, Fosun may cause its affiliates to sell Ordinary Shares pursuant to Rule 144 under the Securities Act (“Rule 144”), if available.
The exercise price of our Warrants can fluctuate under certain circumstances which, if triggered, can potentially result in material dilution of our then existing shareholders. As of the date of this annual report, we have a total of 31,979,969 Warrants outstanding, which are exercisable to purchase up to 31,979,969 Ordinary Shares at an exercise price of $11.50 per share.
As of the date of this annual report, we have a total of 31,979,969 Warrants outstanding, which are exercisable to purchase up to 31,979,969 Ordinary Shares at an exercise price of $11.50 per share.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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History and Development of the Company Lanvin Group Holdings Limited (together with our subsidiaries, currently trading as the “Lanvin Group” (formerly as “Fosun Fashion Group”) after the rebranding in October 2021 as discussed below), an exempted company incorporated with limited liability under the laws of the Cayman Islands, is an affiliate of the Fosun International (one of Forbes Global 2000 World’s Largest Public Companies on the 2021 list).
History and Development of the Company Lanvin Group Holdings Limited (together with our subsidiaries, currently trading as the “Lanvin Group” (formerly as “Fosun Fashion Group”) after the rebranding in October 2021 as discussed below), an exempted company incorporated with limited liability under the laws of the Cayman Islands, is an affiliate of Fosun International (one of Forbes Global 2000 World’s Largest Public Companies on the 2021 list).
John is a Southern California-based American luxury fashion house founded in 1962, widely recognized for high-quality women’s knitwear. St. John designs, produces, markets and distributes luxury womenswear, footwear and accessories, including handbags, jewelry, and leather goods. The company is vertically integrated with workshops, stores, and offices around the world. For the years ended December 31, 2022, 2021 and 2020, St.
John is a Southern California-based American luxury fashion house founded in 1962, widely recognized for high-quality women’s knitwear. St. John designs, produces, markets and distributes luxury womenswear, footwear and accessories, including handbags, jewelry, and leather goods. The company is vertically integrated with workshops, stores, and offices around the world. For the years ended December 31, 2023, 2022 and 2021, St.
Our registered office in the Cayman Islands is located at the offices of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. Investors should submit any inquiries to the address and telephone number of our principal executive office set forth above. Our website is https://lanvin-group.com .
Our registered office in the Cayman Islands is located at the offices of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. Investors should submit any inquiries to the address and telephone number of our principal executive office set forth above. Our website is https://lavvin-group.com .
In addition, all of these four brands have relatively stable and long-term relationships with their key raw material suppliers (with generally over 10 years of relationship with the top 10 suppliers in terms of expenditure in 2022). We have over 600 raw material suppliers in total (although sourcing activities are separately carried out for each portfolio brand).
In addition, all of these four brands have relatively stable and long-term relationships with their key raw material suppliers (with generally over 10 years of relationship with the top 10 suppliers in terms of expenditure in 2023). We have over 600 raw material suppliers in total (although sourcing activities are separately carried out for each portfolio brand).
(UK), a company incorporated in United Kingdom, (iv) Wolford Paris S.A.R.L., a company incorporated in France, (v) Wolford Italia S.r.l., a company incorporated in Italy, (vi) Wolford España S.L., a company incorporated in Spain, (vii) Wolford Scandinavia ApS, a company incorporated in Denmark, (viii) Wolford America, Inc., a company incorporated in the U.S., (ix) Wolford Nederland B.V., a company incorporated in Netherlands, (x) Wolford Canada Inc., a company incorporated in Canada, (xi) Wolford Asia Limited, a company incorporated in Hong Kong, (xii) Wolford Belgium N.V., a company incorporated in Belgium, and (xiii) Wolford (Shanghai) Trading Co., Ltd., a company incorporated in the PRC.
(UK), a company incorporated in United Kingdom, (iv) Wolford Paris S.A.R.L., a company incorporated in France, (v) Wolford Italia S.r.1., a company incorporated in Italy, (vi) Wolford Espana S.L., a company incorporated in Spain, (vii) Wolford Scandinavia ApS, a company incorporated in Denmark, (viii) Wolford America, Inc., a company incorporated in the U.S., (ix) Wolford Nederland B.V., a company incorporated in Netherlands, (x) Wolford Canada Inc., a company incorporated in Canada, (xi) Wolford Asia Limited, a company incorporated in Hong Kong, (xii) Wolford Belgium N.V., a company incorporated in Belgium, and (xiii) Wolford (Shanghai) Trading Co., Ltd., a company incorporated in the PRC.
The W line has a strong character, follows the rhythm and understands the movements in athleisure, while the W Lab presents limited edition collections in collaboration with the talents around the world. 59 Table of Contents Wolford’s business model covers the entire value chain – from sourcing of materials through suppliers, design and product development to global omnichannel distribution including proprietary boutiques.
The W line has a strong character, follows the rhythm and understands the movements in athleisure, while the W Lab presents limited edition collections in collaboration with the talents around the world. Wolford’s business model covers the entire value chain - from sourcing of materials through suppliers, design and product development to global omnichannel distribution including proprietary boutiques.
The evening collection includes a variety of options including standout gowns, elevated suiting, sparkly cocktail dresses, and even special separates. 61 Table of Contents Accessories . The St. John lifestyle would not be complete without accompanying accessories. Luxurious Nappa leather handbags and footwear are everyday staples, while iconic buttons and a mix of subtle and statement jewelry are welcomed accents.
The evening collection includes a variety of options including standout gowns, elevated suiting, sparkly cocktail dresses, and even special separates. Accessories . The St. John lifestyle would not be complete without accompanying accessories. Luxurious Nappa leather handbags and footwear are everyday staples, while iconic buttons and a mix of subtle and statement jewelry are welcomed accents.
(5) Includes a total of two wholly-owned subsidiaries: (i) Lans Atelier (SHANGHAI) Trading Co., Ltd., a company incorporated in the PRC and (ii) LANVIN MACAU LIMITED, a company incorporated in Macao. (6) One ordinary share of LANVIN ASIA PACIFIC LIMITED is held by LANVIN JAPAN K.K. 79 Table of Contents D. Property, Plants and Equipment Please refer to “—B.
(5) Includes a total of two wholly-owned subsidiaries: (i) Lans Atelier (SHANGHAI) Trading Co., Ltd., a company incorporated in the PRC and (ii) LANVIN MACAU LIMITED, a company incorporated in Macao. (6) One ordinary share of LANVIN ASIA PACIFIC LIMITED is held by LANVIN JAPAN K.K. D. Property, Plants and Equipment Please refer to “—B.
While the showroom and managerial offices are based in Milan, Italy, the heart of Sergio Rossi’s production activity is the San Mauro Pascoli factory, where skillful artisans and technicians have been hand-crafting Sergio Rossi shoes for the past six decades. 60 Table of Contents We completed the acquisition of a majority stake in Sergio Rossi in July 2021.
While the showroom and managerial offices are based in Milan, Italy, the heart of Sergio Rossi’s production activity is the San Mauro Pascoli factory, where skillful artisans and technicians have been hand-crafting Sergio Rossi shoes for the past six decades. We completed the acquisition of a majority stake in Sergio Rossi in July 2021.
Our agent for service of process in the United States is Puglisi & Associates, 850 Library Avenue, Suite 204, Newark, Delaware 19711. 51 Table of Contents B. Business Overview Overview of the Business We are a global luxury fashion group with five portfolio brands, namely Lanvin, Wolford, Sergio Rossi, St.
Our agent for service of process in the United States is Puglisi & Associates, 850 Library Avenue, Suite 204, Newark, Delaware 19711. B. Business Overview Overview of the Business We are a global luxury fashion group with five portfolio brands, namely Lanvin, Wolford, Sergio Rossi, St.
The occurrence of any of these can result in substantial decline in the trading price of our Securities. See “ Item 3. Key Information—D. Risk Factors—Risks Relating to Our Business and Industry—The re-branding to Lanvin Group is being challenged by the minority shareholders of Arpège SAS.
The occurrence of any of these can result in substantial decline in the trading price of our Securities. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Business and Industry—The re-branding to Lanvin Group is being challenged by the minority shareholders of Arpège SAS.
In 2020, a photovoltaic system supplied approximately 20% of the electricity for Sergio Rossi’s San Mauro Pascoli plant and additionally Eon is supplying the green sustainable electricity for the Milan headquarters, the factory in San Mauro Pascoli and all stores in Italy in line with Sergio Rossi’s sustainability efforts implemented since 2016. St.
In 2020, a photovoltaic system supplied approximately 20% of the electricity for Sergio Rossi’s San Mauro Pascoli plant and additionally Eon is supplying the green sustainable electricity for the Milan headquarters, the factory in San Mauro Pascoli and all stores in Italy in line with Sergio Rossi’s sustainability efforts implemented since 2016. 58 Table of Contents St.
From time to time, our growth strategy will also include acquisitions, while the core focus of the growth strategy will continue to be organic. Potential future acquisitions will help to further diversify our portfolio composition and accelerate growth with a consistent diversified approach on product offerings, demographics and distribution channels.
From time to time, our growth strategy will also include acquisitions, while the core focus of the growth strategy will continue to be organic. 47 Table of Contents Potential future acquisitions will help to further diversify our portfolio composition and accelerate growth with a consistent diversified approach on product offerings, demographics and distribution channels.
Known for ornate, striking costume jewelry pieces, this category is set to be an important feature of Lanvin’s accessory business in the future. Small Accessories . Lanvin’s small accessory products include scarves, hats, belts, ties, sleeve cuffs and other items. Eyewear .
Known for ornate, striking costume jewelry pieces, this category is set to be an important feature of Lanvin’s accessory business in the future. 51 Table of Contents Small Accessories . Lanvin’s small accessory products include scarves, hats, belts, ties, sleeve cuffs and other items. Eyewear .
John and Caruso, offering products including apparel, leather goods, footwear, and accessories. 58 Table of Contents Lanvin Founded in 1889 by Jeanne Lanvin, Lanvin is an iconic French luxury brand and one of the world’s oldest and longest running luxury French couture houses currently in operation.
John and Caruso, offering products including apparel, leather goods, footwear, and accessories. Lanvin Founded in 1889 by Jeanne Lanvin, Lanvin is an iconic French luxury brand and one of the world’s oldest and longest running luxury French couture houses currently in operation.
We have sought preliminary legal advice and believe we have defenses to such allegations. Nevertheless, we may need to cease the use of the “Lanvin” name and brand by us at the group holding company level. See “ Item 3. Key Information—D.
We have sought preliminary legal advice and believe we have defenses to such allegations. Nevertheless, we may need to cease the use of the “Lanvin” name and brand by us at the group holding company level. See “Item 3. Key Information—D.
Taking into account our DTC (including both directly-operated stores and e-commerce sites) and wholesale channels, we are present in more than 80 countries. 52 Table of Contents The following table sets forth a breakdown of our revenues by geographic areas for the years ended December 31, 2022, 2021 and 2020.
Taking into account our DTC (including both directly-operated stores and e-commerce sites) and wholesale channels, we are present in more than 80 countries. The following table sets forth a breakdown of our revenues by geographic areas for the years ended December 31, 2023, 2022 and 2021.
John by Fosun Group September 2013 ● First investment in a minority stake of Caruso by Fosun Group February 2018 ● Incorporation of Fosun Fashion Group (Cayman) Limited April 2018 ● Acquisition of a majority stake in Lanvin by Fosun Group May 2018 ● Acquisition of a majority stake in Wolford by Fosun Group May 2019 ● Acquisition of a majority stake in Wolford by Fosun Fashion Group September 2019 ● Acquisition of the majority stakes in Lanvin, St.
John by Fosun Group September 2013 • First investment in a minority stake of Caruso by Fosun Group February 2018 • Incorporation of Fosun Fashion Group (Cayman) Limited April 2018 • Acquisition of a majority stake in Lanvin by Fosun Group May 2018 • Acquisition of a majority stake in Wolford by Fosun Group May 2019 • Acquisition of a majority stake in Wolford by Fosun Fashion Group 48 Table of Contents September 2019 • Acquisition of the majority stakes in Lanvin, St.
The following table sets forth a breakdown of revenues by sales channel for the years ended December 31, 2022, 2021 and 2020.
The following table sets forth a breakdown of revenues by sales channel for the years ended December 31, 2023, 2022 and 2021.
In the case of Caruso, the marks “Caruso / Raffaele Caruso” have been registered in all the countries that we operate (except for Iceland and the Republic of Congo). We have also registered certain other marks used in our products and in our main marketing projects.
In the case of Caruso, the marks “Caruso 1 Raffaele Caruso” have been registered in all the countries that we operate (except for Iceland). We have also registered certain other marks used in our products and in our main marketing projects.
The contractual arrangements may also provide for minimum purchase obligations by the franchisee, and for the obligation by Sergio Rossi and/or the franchisee to invest certain amounts in marketing activities. 72 Table of Contents • Department stores and multi-brand specialty stores, which purchase Sergio Rossi products for re-sale in their stores, sometimes in specific Sergio Rossi branded wall units.
The contractual arrangements may also provide for minimum purchase obligations by the franchisee, and for the obligation by Sergio Rossi and/or the franchisee to invest certain amounts in marketing activities. • Department stores and multi-brand specialty stores, which purchase Sergio Rossi products for re-sale in their stores, sometimes in specific Sergio Rossi branded wall units.
Intellectual Property As of the date of this annual report, and with an overall trademark portfolio including more than 1,000 registrations, the principal owned trademarks or trade names that we use in the business of our portfolio brands business are “Lanvin,” “Wolford,” “Sergio Rossi” and “St.
Intellectual Property As of the date of this annual report, and with an overall trademark portfolio including more than 1,000 registrations, the principal owned trademarks or trade names that we use in the business of our portfolio brands business are “Lanvin”, “Wolford,” “Sergio Rossi” and “ St.
The contractual arrangements may also provide for minimum purchase obligations by the franchisee, and for the obligation by Wolford and/or the franchisee to invest certain amounts in marketing activities. 71 Table of Contents • Department stores and multi-brand specialty stores, which purchase Wolford products for re-sale in their stores, sometimes in specific Wolford branded wall units.
The contractual arrangements may also provide for minimum purchase obligations by the franchisee, and for the obligation by Wolford and/or the franchisee to invest certain amounts in marketing activities. • Department stores and multi-brand specialty stores, which purchase Wolford products for re-sale in their stores, sometimes in specific Wolford branded wall units.
Third Parties Production (or the so called B2B channel), by which Caruso deals with all aspects of luxury menswear projects for top maisons around the world including materials R&D, pattern and prototype development, sample production (also for fashion shows), and mainly ready-to-wear and made-to-measure production, most of the time in the proprietary production facilities in Soragna.
Third parties production (or the so called B2B channel), helps Caruso deal with all aspects of luxury menswear projects for top maisons around the world including materials R&D, pattern and prototype development, sample production (also for fashion shows), and mainly ready-to-wear and made-to-measure production, most of the time in the proprietary production facilities in Soragna.
We cannot predict the outcome of such challenge and may have to discontinue the use by us, at the Group holding company level, of the Lanvin brand name.” 74 Table of Contents Employees As of December 31, 2022, 2021 and 2020, respectively, we had the following number of employees, categorized by brand and geographic locations as set forth in the tables below.
We cannot predict the outcome of such challenge and may have to discontinue the use by us, at the Group holding company level, of the Lanvin brand name.” Employees As of December 31, 2023, 2022 and 2021, respectively, we had the following number of employees, categorized by brand and geographic locations as set forth in the tables below.
The minority shareholders currently own, in the aggregate, 5.72% of the equity securities in Arpège SAS. 77 Table of Contents In October 2021, after rounds of discussion and negotiation with the minority shareholders, we proposed to the members of the board of Arpège SAS representing minority shareholders that an authorization letter permitting the rest of the Lanvin Group to use the “Lanvin” name and brand as part of an international re-branding of Fosun Fashion Group be approved by the board of Arpège SAS.
The minority shareholders currently own, in the aggregate, 4.73% of the equity securities in Arpège SAS. 68 Table of Contents In October 2021, after rounds of discussion and negotiation with the minority shareholders, we proposed to the members of the board of Arpège SAS representing minority shareholders that an authorization letter permitting the rest of the Lanvin Group to use the “Lanvin” name and brand as part of an international re-branding of Fosun Fashion Group be approved by the board of Arpège SAS.
(4) Includes a total of eight wholly-owned subsidiaries incorporated in the U.S.: (i) L1 Bal Harbour LLC, (ii) L2 Crystals LLC, (iii) L3 Madison LLC, (iv) L4 Rodeo Drive LLC, (v) L5 US ECOM LLC, (vi) L6 MADISON, LLC, (vii) L7 Chicago LLC, and (viii) L8 South Coast Plaza LLC.
(4) Includes a total of seven wholly-owned subsidiaries incorporated in the U.S.: (i) L1 Bal Harbour LLC, (ii) L2 Crystals LLC, (iii) L3 Madison LLC, (iv) L4 Rodeo Drive LLC, (v) L5 US ECOM LLC, (vi) L6 MADISON, LLC, and (vii) L8 South Coast Plaza LLC.
The licensed products are partly sold by Wolford through the DTC channel and partly through the licensee’s wholesale customers and other prestigious retailers. With respect to the licensed products sold through the DTC channel, Wolford purchases such products from the licensee. The licensee pays fees and royalties to Wolford under the licenses. Accessories .
The licensed products are partly sold by Wolford through the DTC channel and partly through the licensee’s wholesale customers and other prestigious retailers. With respect to the licensed products sold through the DTC channel, Wolford purchases such products from the licensee. The licensee pays fees and royalties to Wolford under the licenses. 52 Table of Contents Accessories .
Operating Results—Non-IFRS Financial Measures .” Our products are sold through an extensive network of around 1,200 points of sale (“POSs”), including approximately 300 directly operated retail stores (across our five portfolio brands) as of December 31, 2022. We distribute our products worldwide via our retail and outlet stores, our wholesale customers and e-commerce platforms.
Operating Results—Non-IFRS Financial Measures.” Our products are sold through an extensive network of around 1,100 points of sale (“POSs”), including approximately 279 directly operated retail stores (across our five portfolio brands) as of December 31, 2023. We distribute our products worldwide via our retail and outlet stores, our wholesale customers and e-commerce platforms.
For the year ended December 31, 2022, the wholesale channel generated revenues representing 43.3% of revenues from Lanvin. The wholesale distribution channel has developed through agreements with different types of wholesale customers, including, in particular: • Department stores and multi-brand specialty stores, which purchase Lanvin products for re-sale in their stores, sometimes in specific Lanvin branded wall units or corners.
For the year ended December 31, 2023, the wholesale channel generated revenues representing 35.7% of revenues from Lanvin. The wholesale distribution channel has developed through agreements with different types of wholesale customers, including, in particular: • Department stores and multi-brand specialty stores, which purchase Lanvin products for re-sale in their stores, sometimes in specific Lanvin branded wall units or corners.
A majority of the aforementioned suppliers are located in Europe (approximately 91%) including Austria, Italy, Germany, Switzerland, France and other countries in Europe, while the remaining are located in Japan, South Korea, Peru and others. All raw materials procured by Wolford are stored at its headquarters in Bregenz for subsequent production and assembly.
A majority of the aforementioned suppliers are located in Europe (approximately 88%) including Austria, Italy, Germany, Switzerland, France and other countries in Europe, while the remaining are located in Japan, South Korea, Peru and others. All raw materials procured by Wolford are stored at its headquarters in Bregenz for subsequent production and assembly or in our production plant in Slovenia.
For the year ended December 31, 2022, the wholesale channel and Third Parties Production activity generated revenues representing 48.5% of revenues from Sergio Rossi. The wholesale distribution channel has developed through agreements with different types of wholesale customers, including in particular: • Franchisees, which operate mono-brand points of sale exclusively under the Sergio Rossi brands.
For the year ended December 31, 2023, the wholesale channel and third parties production activity generated revenues representing 44.6% of revenues from Sergio Rossi. The wholesale distribution channel has developed through agreements with different types of wholesale customers, including in particular: • Franchisees, which operate mono-brand points of sale exclusively under the Sergio Rossi brands.
Third parties production is the luxury shoes production for important and upcoming external brands (such as Amina Muaddi). The services offered, in addition to production, can be design, product development, sample development, sourcing, packaging, logistics and distribution. St. John For the year ended December 31, 2022, approximately 77.3% of revenues from St.
Third parties production is the luxury shoes production for important and upcoming external brands (such as Amina Muaddi). The services offered, in addition to production, can be design, product development, sample development, sourcing, packaging, logistics and distribution. St John For the year ended December 31, 2023, approximately 78.5% of revenues from St.
John generated revenues of €85,884 thousand, €73,094 thousand and €66,512 thousand, respectively, representing 20.3%, 23.7% and 29.9% of our revenues. Each year, St. John produces unique collections organized in four seasons (Spring/Pre-Fall/Fall/Resort), plus a number of capsule collections. Additionally, St. John offers evergreen wardrobe essentials called “Basics,” which are staple pieces designed to anchor women’s year-round wardrobes.
John generated revenues of €90,398 thousand, €85,884 thousand and €73,094 thousand, respectively, representing 21.2%, 20.3% and 23.7% of our revenues. Each year, St. John produces unique collections organized in four seasons (Spring/Pre-Fall/Fall/Resort), plus a number of capsule collections. Additionally, St. John offers evergreen wardrobe essentials called “Basics,” which are staple pieces designed to anchor women’s year-round wardrobes.
Tweeds, for instance, incorporate up to eight different kinds of yarn, resulting in a textured weave with the comfort of a knit. On finer gauge machines, St. John utilizes advanced techniques to create streamlined dresses and gowns with details like pleats, flares, and patterns. These knitted fabrications remain the DNA of the brand.
Tweeds, for instance, incorporate up to eight different kinds of yarn, resulting in a textured weave with the comfort of a knit. On finer gauge machines, St. John utilizes advanced techniques to create streamlined dresses and gowns with details like pleats, flares, and patterns.
Following the completion of the offering, FFG Wisdom’s ownership in Wolford AG increased from 58.45% to 61.02%. (1) Includes a total of three other wholly-owned subsidiaries incorporated in the PRC: (i) Shanghai Fulang Brand Management (Group) Co., Ltd., (ii) Fosun Fashion (Hainan) Industry Development Co., Ltd. and (iii) Fosun Fashion (Shanghai) Consulting Management Co., Ltd., and LANV FASHION PTE.
Following the completion of the offering, FFG Wisdom’s ownership in Wolford AG increased from 58.45% to 61.02%. (1) Includes a total of four other wholly-owned subsidiaries incorporated in the PRC: (i) Shanghai Fulang Brand Management (Group) Co., Ltd., (ii) Fosun Fashion (Hainan) Industry Development Co., Ltd.
For the year ended December 31, 2021 and 2022, Sergio Rossi generated revenues of €28,737 thousand (from the acquisition date to December) and € 61,929 thousand, respectively, representing 9.3% and 14.7% of our revenues. Sergio Rossi offers handmade footwear for women and men: Footwear for women .
For the years ended December 31, 2023, 2022 and 2021, Sergio Rossi generated revenues of €59,518 thousand, €61,929 thousand and €28,737 thousand (from the acquisition date to December 31, 2021), respectively, representing 14.0%, 14.7% and 9.3% of our revenues. Sergio Rossi offers handmade footwear for women and men: Footwear for women .
The Alleging Shareholder had also stated in the same letter that other minority shareholders also object to our use of the “Lanvin” name in connection with our re-branding initiative. We have sought preliminary legal advice and believe we have strong legal defense to the foregoing allegations.
The Alleging Shareholder had also stated in the same letter that other minority shareholders also object to our use of the “Lanvin” name in connection with our re-branding initiative. We have sought preliminary legal advice and believe we have strong legal defense to the foregoing allegations. No formal legal proceedings have been brought by the minority shareholders to date.
The more you wear it, the less you feel it. 76 Table of Contents Regulatory Environment We are required to comply with the laws and regulations applying to our products and operations in the various jurisdictions in which we operate, particularly in relation to the protection of intellectual property rights, competition, product safety, packaging and labeling, import and processing of certain raw materials and finished goods, data protection, limits on cash payments, worker health and safety and the environment.
Regulatory Environment We are required to comply with the laws and regulations applying to our products and operations in the various jurisdictions in which we operate, particularly in relation to the protection of intellectual property rights, competition, product safety, packaging and labeling, import and processing of certain raw materials and finished goods, data protection, limits on cash payments, worker health and safety and the environment.
For the years ended December 31, 2022, 2021 and 2020, Wolford generated revenues of €125,514 thousand, €109,332 thousand and €95,384 thousand, respectively, representing 29.7%, 35.4% and 42.8% of our revenues. Wolford offers luxury legwear and ready-to-wear, lingerie, and beachwear, with a successful diversification into leisurewear, athleisure (as part of our ready-to-wear offerings) and accessories: Ready-to-wear .
For the years ended December 31, 2023, 2022 and 2021, Wolford generated revenues of €126,280 thousand, €125,514 thousand and €109,332 thousand, respectively, representing 29.6%, 29.7% and 35.4% of our revenues. Wolford offers luxury legwear and ready-to-wear, lingerie, and beachwear, with a successful diversification into leisurewear, athleisure (as part of our ready-to-wear offerings) and accessories: Ready-to-wear .
For the years ended December 31, 2022, 2021 and 2020, Caruso generated revenues of €30,819 thousand, €24,695 thousand and €26,351 thousand, respectively, representing 7.3%, 8.0% and 11.8% of our revenues. Caruso offers luxury leisurewear and formalwear for men: Luxury leisurewear . In recent years, the market is experiencing a shift towards luxury casualwear for all generations.
For the years ended December 31, 2023, 2022 and 2021, Caruso generated revenues of €40,011 thousand, €30,819 thousand and €24,695 thousand, respectively, representing 9.4%, 7.3% and 8.0% of our revenues. Caruso offers luxury leisurewear and formalwear for men: Luxury leisurewear . In recent years, the market is experiencing a shift towards luxury casualwear for all generations.
Mexico Z.C. 22643 Factory 42,085 The total carrying value of our property, plant and equipment as of December 31, 2022 was €46,801 thousand. Legal Proceedings We are party to civil and administrative proceedings (including tax audits) and to legal actions in the normal course of our business, including with respect to labor matters and commercial agreements matters.
Mexico Z.C. 22643 Factory 32,843 The total carrying value of our property, plant and equipment as of December 31, 2023 was €43,731 thousand. Legal Proceedings We are party to civil and administrative proceedings (including tax audits) and to legal actions in the normal course of our business, including with respect to labor matters and commercial agreements matters.
Arpège SAS, one of our subsidiaries, holds our Lanvin brand portfolio including the ‘Lanvin’ brand name. We cannot predict the outcome of such challenge and may have to discontinue the use by us, at the group holding company level, of the Lanvin brand name .” 78 Table of Contents C.
Arpège SAS, one of our subsidiaries, holds our Lanvin brand portfolio including the ‘Lanvin’ brand name. We cannot predict the outcome of such challenge and may have to discontinue the use by us, at the group holding company level, of the Lanvin brand name.” 69 Table of Contents Cantor Dispute In 2023, Cantor Fitzgerald & Co.
Once opened, an internal staff of architects and visual merchandisers who are supported by external professional firms continually maintain and restyle the DOSs as required. In addition, Lanvin has in place specific training programs dedicated to sales staff, focusing on product knowledge and customer service.
Boutiques are created in several different concepts based on the regional characteristics and store conditions. Once opened, an internal staff of architects and visual merchandisers who are supported by external professional firms continually maintain and restyle the DOSs as required. In addition, Lanvin has in place specific training programs dedicated to sales staff, focusing on product knowledge and customer service.
For the years ended December 31, 2022, 2021 and 2020, Lanvin generated revenues of €119,847 thousand, €72,872 thousand and €34,989 thousand, respectively, representing 28.4%, 23.6% and 15.7% of revenues. Ready-to-wear . Lanvin is a historic couture house, where ready-to-wear is a key category in terms of image and revenue.
For the years ended December 31, 2023, 2022 and 2021, Lanvin generated revenues of €111,740 thousand, €119,847 thousand and €72,872 thousand, respectively, representing 26.2%, 28.4% and 23.6% of revenues. Ready-to-wear . Lanvin is a historic couture house, where ready-to-wear is a key category in terms of image and revenue.
The table counts number of employees of Sergio Rossi in 2020 for illustrative purpose. Historically, we have had good labor relationships with our employees and we are committed to maintaining a positive and constructive relationship with them. In the past, we have not experienced any material job action or labor stoppage that has had a material impact on our business.
Historically, we have had good labor relationships with our employees and we are committed to maintaining a positive and constructive relationship with them. In the past, we have not experienced any material job action or labor stoppage that has had a material impact on our business.
In 2022, the top 10 suppliers of Sergio Rossi accounted for around 48% of annual purchase and the 94% of the procurement of raw materials, products and service came from Italian suppliers, while the remaining 6% came from other countries in the European area.
In 2023, the top 10 suppliers of Sergio Rossi accounted for around 55% of annual purchase and the 96% of the procurement of raw materials, products and service came from Italian suppliers, while the remaining 4% came from other countries in the European area.
The main raw material suppliers are from the Piemonte region in Northern Italy and supply mostly fabrics in natural materials (wool, cashmere and cotton).
The main raw material suppliers are from Northern Italy and provide supplies mostly in natural materials (wool, cashmere and cotton).
Wholesale Channel and Third Parties Production As of December 31, 2022, the wholesale distribution network included over 296 points of sale operated by wholesale customers and franchisees, of which 47 were in APAC, 233 were in EMEA and 16 were in North America.
Wholesale Channel and Third Parties Production As of December 31, 2023, the wholesale distribution network included over 241 points of sale operated by wholesale customers and franchisees, of which 51 were in APAC, 175 were in EMEA and 15 were in North America.
Powered by the aforesaid “dual-engine” strategy, special campaigns, contents and merchandise are created for every specific moment in the Greater China market, including “Double 11,” 520, Chinese Valentine’s day and Chinese New Year, leveraging the influence of a wide group of local celebrities and cultural influencers, as well as key opinion leaders (“KOLs”) on various local social platforms, including RED, WeChat and Weibo.
Lanvin also places strong emphasis on creating local content and events to address different audiences and consumer appetites in key markets including Europe, U.S. and Greater China. 60 Table of Contents Powered by the aforesaid “dual-engine” strategy, special campaigns, contents and merchandise are created for every specific moment in the Greater China market, including “Double 11,” 520, Chinese Valentine’s day and Chinese New Year, leveraging the influence of a wide group of local celebrities and cultural influencers, as well as key opinion leaders (“KOLs”) on various local social platforms, including RED, WeChat and Weibo.
Wholesale Channel As of December 31, 2022, the wholesale distribution network included 62 boutiques run by Wolford’s partners and Wolford also sells products via approximately 2,500 wholesale partners, such as department stores and specialist retail stores. For the year ended December 31, 2022, the wholesale channel generated revenues representing 27.4% of revenues from Wolford.
Wholesale Channel As of December 31, 2023, the wholesale distribution network included 51 boutiques by Wolford’s partners. Wolford also sells products via approximately 1,800 wholesale partners, such as department stores and specialist retail stores. For the year ended December 31, 2023, the wholesale channel generated revenues representing 30.1% of revenues from Wolford.
John 818 1,114 1,206 Caruso 435 416 476 Total 3,487 3,392 3,618 As of December 31, 2022 2021 2020 EMEA 2,062 1,867 2,051 North America 941 1,124 1,213 Greater China 407 337 294 Japan 77 64 60 Total 3,487 3,392 3,618 (1) In July 2021, we acquired 100% equity interest in Sergio Rossi S.p.A.
John 357 818 1,114 Caruso 459 435 416 Total 2,637 3,487 3,392 As of December 31, 2023 2022 2021 EMEA 2,075 2,062 1,867 North America 136 941 1,124 Greater China 363 407 337 Japan 63 77 64 Total 2,637 3,487 3,392 (1) In July 2021, we acquired 100% equity interest in Sergio Rossi S.p.A.
For the year ended December 31, 2022, Sergio Rossi sourced raw materials and finished goods from approximately 167 suppliers, of which around 153 provided raw materials and around 9 provided finished goods.
For the year ended December 31, 2023, Sergio Rossi sourced raw materials and finished goods from approximately 147 suppliers, of which around 136 provided raw materials and around 11 provided finished goods.
In 2022, Wolford’s supply base included 89 material suppliers, of which approximately 23 suppliers supply yarn for the internal knitting production, and approximately 28 suppliers supply fabrics, and approximately 38 suppliers supply accessories such as zippers, buttons or elastic bands.
In 2023, Wolford’s supply base included 85 material suppliers, of which approximately 25 suppliers supply yarn for the internal knitting production, and approximately 21 suppliers supply fabrics, and approximately 39 suppliers supply accessories such as zippers, buttons or elastic bands.
For the years ended December 31, Increase/ (Decrease) (Euro thousands, except percentages) 2022 2021 2020 2022 vs 2021 % 2021 vs 2020 % DTC 247,460 186,813 124,354 60,647 32.5% 62,459 50.2 % Wholesale 164,359 116,417 93,156 47,942 41.2% 23,261 25.0 % Other (1) 10,493 5,592 5,102 4,901 87.6% 490 9.6 % Total Revenues 422,312 308,822 222,612 113,490 36.7% 86,210 38.7 % (1) Fees for royalties and licenses received from third parties, and clearance. 53 Table of Contents The following table sets forth a breakdown of revenues by brand for the years ended December 31, 2022, 2021 and 2020.
For the years ended December 31, Increase/ (Decrease) (Euro thousands, except percentages) 2023 2022 2021 2023 vs 2022 % 2022 vs 2021 % DTC 247,013 247,460 186,813 (447 ) (0.2 )% 60,647 32.5 % Wholesale 161,516 164,359 116,417 (2,843 ) (1.7 )% 47,942 41.2 % Other (1) 17,649 10,493 5,592 7,156 68.2 % 4,901 87.6 % Total Revenues 426,178 422,312 308,822 3,866 0.9 % 113,490 36.7 % (1) Fees for royalties and licenses received from third parties, and clearance. 50 Table of Contents The following table sets forth a breakdown of revenues by brand for the years ended December 31, 2023, 2022 and 2021.
The collection is designed to create a sophisticated, elegant, and versatile wardrobe for the client’s signature sense of style, reflecting season-specific considerations, trends, and palettes. Evening . Elegant ensembles suitable for dressier occasions from cocktail to black tie, and even everyday glamor.
Seasonal pieces offered in varying fabrics, colors, and silhouettes, including outerwear, dresses, suiting, knits, and bottoms. The collection is designed to create a sophisticated, elegant, and versatile wardrobe for the client’s signature sense of style, reflecting season- specific considerations, trends, and palettes. Evening . Elegant ensembles suitable for dressier occasions from cocktail to black tie, and even everyday glamor.
With respect to the shipment of products, third-party transportation specialists are engaged to transport goods by road, air or sea, based on factors such as distance to destination and urgency of the shipment. St.
With respect to the shipment of products, third-party transportation specialists are engaged to transport goods by road, air or sea, based on factors such as distance to destination and urgency of the shipment. St. John ships all finished goods products through a centralized distribution center in Irvine, California.
For the years ended December 31, Increase/ (Decrease) (Euro thousands, except percentages) 2022 2021 2020 2022 vs 2021 % 2021 vs 2020 % EMEA (1) 205,715 148,197 113,883 57,518 38.8% 34,314 30.1 % North America (2) 145,519 106,701 85,601 38,818 36.4% 21,100 24.6 % Greater China (3) 48,876 42,518 18,751 6,358 15.0% 23,767 126.8 % Other Asia (4) 22,202 11,406 4,377 10,796 94.7% 7,029 160.6 % Total Revenues 422,312 308,822 222,612 113,490 36.7% 86,210 38.7 % (1) EMEA includes EU countries, the United Kingdom, Switzerland, the countries of Balkan Peninsula, Eastern Europe, Scandinavian countries, Kazakhstan, Azerbaijan and Middle East.
For the years ended December 31, Increase/ (Decrease) (Euro thousands, except percentages) 2023 2022 2021 2023 vs 2022 % 2022 vs 2021 % EMEA (1) 201,871 205,715 148,197 (3,844 ) (1.9 )% 57,518 38.8 % North America (2) 147,310 145,519 106,701 1,791 1.2 % 38,818 36.4 % Greater China (3) 53,188 48,876 42,518 4,312 8.8 % 6,358 15.0 % Other Asia (4) 23,809 22,202 11,406 1,607 7.2 % 10,796 94.7 % Total Revenues 426,178 422,312 308,822 3,866 0.9 % 113,490 36.7 % (1) EMEA includes EU countries, the United Kingdom, Switzerland, the countries of Balkan Peninsula, Eastern Europe, Scandinavian countries, Kazakhstan, Azerbaijan and Middle East.
Simultaneously, more than 14,000 documents — drawings, look books, advertising and editorial images — have been recovered and digitized. This is an incredible asset, creating the opportunity to link the amazing ideas of the past with future design development. 63 Table of Contents St.
Simultaneously, more than 14,000 documents—drawings, look books, advertising and editorial images—have been recovered and digitized. This is an incredible asset, creating the opportunity to link the amazing ideas of the past with future design development. 55 Table of Contents St. John currently has four collections each year, Spring, Pre-Fall, Fall, and Resort, as well as occasional capsule collections.
With respect to the shipment of products, third-party transportation specialists are engaged to transport goods by road, air or sea, based on factors such as distance to destination and urgency of the shipment.
In addition to this warehouse, Wolford has two other warehouses, one in the United States and one in China. With respect to the shipment of products, third-party transportation specialists are engaged to transport goods by road, air or sea, based on factors such as distance to destination and urgency of the shipment.
Business Overview—Property, Plant and Equipment” for a discussion of our property, plants and equipment. ITEM 4A. UNRESOLVED STAFF COMMENTS None.
Business Overview—Property, Plant and Equipment” for a discussion of our property, plants and equipment.
John 85,884 73,094 66,512 12,790 17.5% 6,582 9.9 % Sergio Rossi 61,929 28,737 — 33,129 115.5% 28,737 — Caruso 30,819 24,695 26,351 6,124 24.8% (1,656 ) (6.3 )% Other and holding companies 10,947 6,968 2,569 3,979 57.1% 4,399 171.2 % Eliminations and unallocated (12,628 ) (6,876 ) (3,193 ) (5,752 ) 83.7% (3,683 ) (115.3 )% Total 422,312 308,822 222,612 113,490 36.7% 86,210 38.7 % (1) Sergio Rossi was acquired by the Lanvin Group in July 2021, and was consolidated into Lanvin Group’s consolidated financial statements starting from the acquisition date.
John 90,398 85,884 73,094 4,514 5.3 % 12,790 17.5 % Sergio Rossi (1) 59,518 61,929 28,737 (2,411 ) (3.9 )% 33,192 115.5 % Caruso 40,011 30,819 24,695 9,192 29.8 % 6,124 24.8 % Other and holding companies (2) 10,545 10,947 6,968 (402 ) (3.7 )% 3,979 57.1 % Eliminations and unallocated (12,314 ) (12,628 ) (6,876 ) 314 (2.5 )% (5,752 ) 83.7 % Total 426,178 422,312 308,822 3,866 0.9 % 113,490 36.7 % (1) Sergio Rossi was acquired by the Lanvin Group in July 2021, and was consolidated into Lanvin Group’s consolidated financial statements starting from the acquisition date.
As of December 31, 2022 2021 2020 Lanvin Group 71 30 20 Lanvin 380 311 343 Wolford 1,321 1,081 1,140 Sergio Rossi 462 440 433 (1) St.
As of December 31, 2023 2022 2021 Lanvin Group 62 71 30 Lanvin 384 380 311 Wolford 952 1,321 1,081 Sergio Rossi 423 462 440 St.
With cross-sector resources and the breadth of experience of our founding shareholder, Fosun International, and the combined support from our partners who are industry specialists, we have demonstrated the strength of our global platform.
These teams contribute to implementing our global vision with a clear portfolio strategy and effective dual-engine model. With cross-sector resources and the breadth of experience of our founding shareholder, Fosun International, and the combined support from our partners who are industry specialists, we have demonstrated the strength of our global platform.
Capsule collections are special collections that are inspired by a certain time of year or event (i.e., Classic Cashmere Loungewear, the Chinese New Year collection, the Nordstrom Anniversary Sale). St. John’s products are categorized into Collection, Evening, and Accessories: Collection . Seasonal pieces offered in varying fabrics, colors, and silhouettes, including outerwear, dresses, suiting, knits, and bottoms.
Capsule collections are special collections that are inspired by a certain time of year or event (i.e., Classic Cashmere Loungewear, the Chinese New Year collection, the Nordstrom Anniversary Sale). 53 Table of Contents St. John’s products are categorized into Collection, Evening, and Accessories: Collection .
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.
In addition to our current five portfolio brands, we are also actively looking at potential add-on acquisitions as part of our growth strategy. 49 Table of Contents 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.
The distribution of finished products in all regions of Italy is primarily entrusted to the external suppliers and the remainder is managed independently by Caruso. The distribution of finished products in all regions of Europe, USA and China is entrusted to the external suppliers.
Warehouse and inventory management is entrusted to the logistics department. The distribution of finished products in all regions of Italy is primarily entrusted to the external suppliers. The distribution of finished products in all regions of Europe, USA and China is entrusted to the external suppliers.
John were generated through the DTC channel including retail DTC channel and e-commerce DTC channel, approximately 22.2% was generated through the points of sale operated by the wholesale distribution channel including online multi-brand stores. DTC Channel As of December 31, 2022, St. John operated 46 DOSs, of which 12 were in APAC and 34 were in North America.
John were generated through the DTC channel including retail DTC channel and e-commerce DTC channel, and approximately 21.2% was generated through the points of sale operated by the wholesale distribution channel including online multi-brand stores. 64 Table of Contents DTC Channel As of December 31, 2023, St.
Primary marketing channels include digital and social media marketing, collection presentations, and print advertising. The public relations team facilitates relationships with earned media and influencers within entertainment, fashion, and more. St.
Primary marketing channels include digital and social media marketing, collection presentations, and print advertising. The public relations team facilitates relationships with earned media and influencers within entertainment, fashion, and more. St. John also organizes special events to strengthen brand profiles, create deeper connections with customers and the community.
Sergio Rossi For the year ended December 31, 2022, approximately 51.5% of revenues from Sergio Rossi were generated through the DTC channel including retail DTC channel and e-commerce DTC channel, approximately 48.5% was generated through the points of sale operated by the wholesale distribution channel including online multi-brand stores and third-party production activity.
Sergio Rossi For the year ended December 31, 2023, approximately 55.4% of revenues from Sergio Rossi were generated through the DTC channel including retail DTC channel and e-commerce DTC channel, and approximately 44.6% were generated through the points of sale operated by the wholesale distribution channel including online multi-brand stores and third-party production activity. 63 Table of Contents DTC Channel As of December 31, 2023, Sergio Rossi operated 48 DOSs, of which 36 were in APAC and 12 were in EMEA.
For the years ended December 31, Increase/ (Decrease) (Euro thousands, except percentages) 2022 2021 2020 2022 vs 2021 % 2021 vs 2020 % Lanvin 119,847 72,872 34,989 46,975 64.5% 37,883 108.3 % Wolford 125,514 109,332 95,384 16,182 14.8% 13,948 14.6 % St.
For the years ended December 31, Increase/ (Decrease) (Euro thousands, except percentages) 2023 2022 2021 2023 vs 2022 % 2022 vs 2021 % Lanvin 111,740 119,847 72,872 (8,107 ) (6.8 )% 46,975 64.5 % Wolford 126,280 125,514 109,332 766 0.6 % 16,182 14.8 % St.
John and Caruso by Fosun Fashion Group October 2019 ● Closing of Series A capital round October 2020 ● Closing of Series A+ capital round May 2021 ● Closing of Series B capital round July 2021 ● Acquisition of a majority stake in Sergio Rossi by Fosun Fashion Group September 2021 ● Closing of Series B+ capital round October 2021 ● Official rebranding from Fosun Fashion Group to Lanvin Group December 2022 ● Completed the Business Combination and Listed on the NYSE Principal Offices Our principal executive office is at 3701-02, Tower S2, Bund Finance Center, 600 Zhongshan Rd East No.2, Shanghai, 200010, China and our telephone number is +86-21-6334-0188.
John and Caruso by Fosun Fashion Group October 2019 • Closing of Series A capital round October 2020 • Closing of Series A+ capital round May 2021 • Closing of Series B capital round July 2021 • Acquisition of a majority stake in Sergio Rossi by Fosun Fashion Group September 2021 • Closing of Series B+ capital round October 2021 • Official rebranding from Fosun Fashion Group to Lanvin Group December 2022 • Completed the Business Combination and Listed on the NYSE Principal Offices Our principal executive office is at 4F, 168 Jiujiang Road, Carlowitz & Co, Huangpu District, Shanghai, 200001, China and our telephone number is +86 (021) 6315 3873.
(2) Includes a total of six wholly-owned subsidiaries: (i) Sergio Rossi Hong Kong Limited, a company incorporated in Hong Kong, (ii) Sergio Rossi Japan Limited, a company incorporated in Japan, (iii) Sergio Rossi UK Limited, a company incorporated in United Kingdom, (iv) Sergio Rossi USA Inc., a company incorporated in the U.S., (v) Sergio Rossi Retail s.r.l., a company incorporated in Italy and (vi) Sergio Rossi Deutschland GmbH, a company incorporated in Germany.
Shanghai Fulang Brand Management (Group) Co., Ltd. holds 60% equity interest in Lanvin Group Fabric Development Technology (Haining) Co., Ltd., a company incorporated in the PRC. 70 Table of Contents (2) Includes a total of six wholly-owned subsidiaries: (i) Sergio Rossi Hong Kong Limited, a company incorporated in Hong Kong, (ii) Sergio Rossi Japan Limited, a company incorporated in Japan, (iii) Sergio Rossi UK Limited, a company incorporated in United Kingdom, (iv) Sergio Rossi USA Inc., a company incorporated in the U.S., (v) Sergio Rossi Retail s.r.1., a company incorporated in Italy and (vi) Sergio Rossi Deutschland GmbH, a company incorporated in Germany.
In 2022, 2021 and 2020, we recorded revenues of €422,312 thousand, €308,822 thousand and €222,612 thousand, respectively, loss for the year of €239,751 thousand, €76,452 thousand and €135,657 thousand, respectively and Adjusted EBITDA of €(71,958) thousand, €(58,945) thousand and €(88,116) thousand, respectively. See “ Item 5. Operating and Financial Review and Prospects—A.
In 2023, 2022 and 2021, we recorded revenues of €426,178 thousand, €422,312 thousand and €308,822 thousand, respectively, loss for the year of €146,253 thousand, €239,751 thousand and €76,452 thousand, respectively and adjusted EBITDA (non-IFRS measure) of €(64,173) thousand, €(71,958) thousand and €(58,945) thousand, respectively. See “Item 5. Operating and Financial Review and Prospects—A.
As of December 31, 2022, this flagship was the only Caruso DOS. 73 Table of Contents Wholesale Channel and Third Parties Production As of December 31, 2022, the wholesale distribution network included over 188 points of sale operated by wholesale customers and franchisees, of which 27 were in APAC, 155 were in EMEA and six were in North America.
Wholesale Channel and Third Parties Production As of December 31, 2023, the wholesale distribution network included over 183 points of sale operated by wholesale customers and franchisees, of which 27 were in APAC, 145 were in EMEA and 11 were in North America.
During the sales campaign, and based on preliminary orders placed by the retail buyers and wholesale customers, each brand’s merchandising and supply chain teams regularly share information on the evolution of the order portfolio to align the initial forecasts for raw material procurement and production planning. 64 Table of Contents Procurement All of our portfolio brands except for Lanvin have vertically-integrated manufacturing facilities, which can fulfill most of their production needs, providing stability and flexibility in our supply chain capabilities.
During the sales campaign, and based on preliminary orders placed by the retail buyers and wholesale customers, each brand’s merchandising and supply chain teams regularly share information on the evolution of the order portfolio to align the initial forecasts for raw material procurement and production planning.
St John’s leather products are mainly sourced from Italy. Regardless of the model, all St. John’s outsourced products are closely managed with stringent quality control. Caruso’s supplier base consisted of approximately 236 suppliers in 2022, around 85% of which are located in Italy. 11 of the 236 suppliers accounted for 50% of all purchases in 2022.
John’s outsourced products are closely managed with stringent quality control. 57 Table of Contents Caruso’s supplier base consisted of approximately 202 suppliers in 2023, around 72% of which are located in Italy. 10 of the 202 suppliers accounted for 50% of all purchases in 2023.
The production serves on the same line, in a virtuous mix, all types of products with different production lead times, and everything is monitored so that the production output is constant and respectful of the service.
Inside the production area, we have a prototype department (both for jacket/coat/vest and pants) in which all the ideas of our customers take shape. The production serves on the same line, in a virtuous mix, all types of products with different production lead times, and everything is monitored so that the production output is constant and respectful of the service.
For the year ended December 31, 2022, the wholesale channel generated revenues representing 22.2% of revenues from St. John. As with the DTC channel, St. John carefully manages and, if necessary, customizes the distribution policies for wholesale customers.
As with the DTC channel, St. John carefully manages and, if necessary, customizes the distribution policies for wholesale customers. Caruso For the year ended December 31, 2023, revenues from Caruso were generated through the points of sale operated by the wholesale distribution channel including online multi-brand stores.
The DTC channel is distributed throughout the main markets in which Sergio Rossi operates. Sergio Rossi focuses on maintaining a presence in prestigious and strategic locations. The aesthetics and customer experience of Sergio Rossi DOSs are carefully planned and designed by the artistic direction team.
The DTC channel is distributed throughout the main markets in which Lanvin operates. These main markets help Lanvin focus on maintaining a presence in prestigious and strategic locations. The concepts and aesthetics of the DOSs are carefully planned and designed by Lanvin’s creative team jointly with external design agencies.

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Cost of sales as a percentage of revenue declined to 43.7% for the year ended December 31, 2022, compared to 45.0% for the year ended December 31, 2021. Such decline was primarily due to greater economies of scale from production and reduced discounting and improved full price sales at all of our brands. In particular, St.
Cost of sales as a percentage of revenue declined to 43.7% for the year ended December 31, 2022, compared to 45.0% for the year ended December 31, 2021. Such decline was primarily due to greater economies of scale from production, reduced discounting and improved full price sales at all of our brands. In particular, St.
John reduced cost of sales in percentage terms and absolute terms, to 38.7% of revenues or €33.2 million in 2022, from 46.7% or €34.1 million in 2021. Cost of sales also benefited from a category shift to accessories, as well as a greater emphasis on core and carry-over products, which improved full price selling.
John reduced cost of sales in percentage terms and absolute terms, to 38.7% of revenues or €33.2 million in 2022, from 46.7% of revenues or €34.1 million in 2021. Cost of sales also benefited from a category shift to accessories, as well as a greater emphasis on core and carry-over products, which improved full price selling.
Loss from operations before non-underlying items Year ended December 31, 2022 compared with year ended December 31, 2021 Loss from operations before non-underlying items for the year ended December 31, 2022 increased by €34.3 million (or 31.7%) to €142.3 million, compared to €108.0 million for the year ended December 31, 2021.
Year ended December 31, 2022 compared with year ended December 31, 2021 Loss from operations before non-underlying items for the year ended December 31, 2022 increased by €34.3 million (or 31.7%) to €142.3 million, compared to €108.0 million for the year ended December 31, 2021.
Operating Loss Year ended December 31, 2022 compared with year ended December 31, 2021 Operating loss for the year ended December 31, 2022 amounted to €225.3 million, an increase of €162.5 million or 258.8%, compared to €62.8 million for the year ended December 31, 2021.
Year ended December 31, 2022 compared with year ended December 31, 2021 Operating loss for the year ended December 31, 2022 amounted to €225.3 million, an increase of €162.5 million or 258.8%, compared to €62.8 million for the year ended December 31, 2021.
The increase in financial expenses for the year ended December 31, 2022 compared to the year ended December 31, 2021 was primarily attributable to increases in interest expenses on borrowings of €12.4 for the year ended December 31, 2022 versus €5.4 million for the year ended December 31, 2021, and increases in interest expenses on lease liabilities of €6.7 million for the year ended December 31, 2022, compared to €5.6 million for the year ended December 31, 2021.
The increase in financial expenses for the year ended December 31, 2022 compared to the year ended December 31, 2021 was primarily attributable to increases in interest expenses on borrowings of €12.4 million for the year ended December 31, 2022 versus €5.4 million for the year ended December 31, 2021, and increases in interest expenses on lease liabilities of €6.7 million for the year ended December 31, 2022, compared to €5.6 million for the year ended December 31, 2021.
Loss for the year Year ended December 31, 2022 compared with year ended December 31, 2021 Loss for the year ended December 31, 2022 amounted to €239.8 million, an increase of €163.3 million or 213.6%, compared to €76.5 million for the year ended December 31, 2021.
Year ended December 31, 2022 compared with year ended December 31, 2021 Loss for the year ended December 31, 2022 amounted to €239.8 million, an increase of €163.3 million or 213.6%, compared to €76.5 million for the year ended December 31, 2021.
Wolford Segment The following table sets forth revenues and gross profit for the Wolford segment for the years ended December 31, 2022 and 2021: For the years ended December 31, Increase/(Decrease) 2022 vs (Euro thousands, except percentages) 2022 2021 2021 % Revenues 125,514 109,332 16,182 14.8 % Gross profit 86,228 79,070 7,158 9.1 % Gross profit margin 68.7 % 72.3 % (3.6 )% Marketing and selling expenses (81,901 ) (59,351 ) (22,550 ) 38.0 % Contribution profit (1)(3) 4,327 19,719 (15,392 ) (78.1 )% Contribution profit margin (2)(3) 3.4 % 18.0 % (14.6 )% (1) Contribution profit equals gross profit less marketing and selling expenses.
Wolford Segment The following table sets forth revenues and gross profit for the Wolford segment for the years ended December 31, 2022 and 2021: For the years ended December 31, Increase/ (Decrease) (Euro thousands, except percentages) 2022 2021 2022 vs 2021 % Revenues 125,514 109,332 16,182 14.8% Gross profit 86,228 79,070 7,158 9.1% Gross profit margin 68.7% 72.3% (3.6)% — Marketing and selling expenses (81,901 ) (59,351 ) (22,550 ) 38.0% Contribution profit (1)(3) 4,327 19,719 (15,392 ) (78.1)% Contribution profit margin (2)(3) 3.4% 18.0% (14.6)% — (1) Contribution profit equals gross profit less marketing and selling expenses.
John segment for the years ended December 31, 2022 and 2021: For the years ended December 31, Increase/(Decrease) 2022 vs (Euro thousands, except percentages) 2022 2021 2021 % Revenues 85,884 73,094 12,790 17.5 % Gross profit 52,642 38,987 13,655 35.0 % Gross profit margin 61.3 % 53.3 % 8.0 % Marketing and selling expenses (42,498 ) (37,697 ) (4,801 ) 12.7 % Contribution profit (1)(3) 10,144 1,290 8,854 686.4 % Contribution profit margin (2)(3) 11.8 % 1.8 % 10.0 % (1) Contribution profit equals gross profit less marketing and selling expenses.
John segment for the years ended December 31, 2022 and 2021: For the years ended December 31, Increase/ (Decrease) (Euro thousands, except percentages) 2022 2021 2022 vs 2021 % Revenues 85,884 73,094 12,790 17.5% Gross profit 52,642 38,987 13,655 35.0% Gross profit margin 61.3% 53.3% 8.0% — Marketing and selling expenses (42,498 ) (37,697 ) (4,801 ) 12.7% Contribution profit (1)(3) 10,144 1,290 8,854 686.4% Contribution profit margin (2)(3) 11.8% 1.8% 10.0% — (1) Contribution profit equals gross profit less marketing and selling expenses.
The following table sets forth revenues and gross profit for the Sergio Rossi segment for the years ended December 31, 2022 and 2021: For the years ended December 31, Increase/(Decrease) 2022 vs (Euro thousands, except percentages) 2022 2021 2021 % Revenues 61,929 28,737 33,192 115.5% Gross profit 31,048 13,319 17,729 133.1% Gross profit margin 50.1% 46.3 % 3.8% Marketing and selling expenses (24,502) (9,489 ) (15,013) 158.2% Contribution profit (1)(3) 6,546 3,830 2,716 70.9% Contribution profit margin (2)(3) 10.6% 13.3 % (2.7)% (1) Contribution profit equals gross profit less marketing and selling expenses.
The following table sets forth revenues and gross profit for the Sergio Rossi segment for the years ended December 31, 2022 and 2021: For the years ended December 31, Increase/ (Decrease) (Euro thousands, except percentages) 2022 2021 2022 vs 2021 % Revenues 61,929 28,737 33,192 115.5% Gross profit 31,048 13,319 17,729 133.1% Gross profit margin 50.1% 46.3% 3.8% — Marketing and selling expenses (24,502 ) (9,489 ) (15,013 ) 158.2% Contribution profit (1)(3) 6,546 3,830 2,716 70.9% Contribution profit margin (2)(3) 10.6% 13.3% (2.7)% — (1) Contribution profit equals gross profit less marketing and selling expenses.
For the years ended December 31, Increase/(Decrease) 2022 vs (Euro thousands, except percentages) 2022 2021 2021 % Net cash used in operating activities (80,851 ) (73,088 ) (7,763 ) 10.6 % Net cash (used in)/generated from investing activities (21,799 ) 6,346 (28,145 ) (443.5 )% Net cash generated from financing activities 104,937 110,065 (5,128 ) (4.7 )% Net change in cash and cash equivalents 2,287 43,323 (41,036 ) (94.7 )% Cash and cash equivalents less bank overdrafts at the beginning of the year 88,658 44,171 44,487 100.7 % Effect of foreign exchange differences on cash and cash equivalents 804 1,164 (360 ) (30.9 )% Cash and cash equivalents less bank overdrafts at the end of the year 91,749 88,658 3,091 3.5 % Net cash used in operating activities Net cash used in operating activities increased by €7.8 million to €(80.9) million for the year ended December 31, 2022 from €(73.1) million for the year ended December 31, 2021.
For the years ended December 31, Increase/ (Decrease) (Euro thousands, except percentages) 2022 2021 2022 vs 2021 % Net cash used in operating activities (80,851 ) (73,088 ) (7,763 ) 10.6 % Net cash (used in)/generated from investing activities (21,799 ) 6,346 (28,145 ) (443.5 )% Net cash generated from financing activities 104,937 110,065 (5,128 ) (4.7 %) Net change in cash and cash equivalents 2,287 43,323 (41,036 ) (94.7 )% Cash and cash equivalents less bank overdrafts at the beginning of the year 88,658 44,171 44,487 100.7 % Effect of foreign exchange differences on cash and cash equivalents 804 1,164 (360 ) (30.9 )% Cash and cash equivalents less bank overdrafts at the end of the year 91,749 88,658 3,091 3.5 % Net cash used in operating activities Net cash used in operating activities increased by €7.8 million to €(80.9) million for the year ended December 31, 2022 from €(73.1) million for the year ended December 31, 2021.
Refer to the consolidated cash flows statement and accompanying notes included elsewhere in this annual report for additional information.
Refer to the consolidated cash flows statement and accompanying notes included elsewhere in this annual report for additional information.
E. Critical Accounting Estimates We have selected accounting policies that we believe provide an accurate, true and fair view of our consolidated financial condition and results of operations. These accounting policies are applied in a consistent manner, unless stated otherwise, which will mainly be a result of the application of new accounting pronouncements.
Critical Accounting Estimates We have selected accounting policies that we believe provide an accurate, true and fair view of our consolidated financial condition and results of operations. These accounting policies are applied in a consistent manner, unless stated otherwise, which will mainly be a result of the application of new accounting pronouncements.
Results by Segment Year ended December 31, 2022 compared with year ended December 31, 2021 The following is a discussion of revenues, gross profit and contribution profit for each segment for the year ended December 31, 2022 as compared to the year ended December 31, 2021. 99 Table of Contents Lanvin Segment The following table sets forth revenues and gross profit for the Lanvin segment for the years ended December 31, 2022 and 2021: For the years ended December 31, Increase/(Decrease) 2022 vs (Euro thousands, except percentages) 2022 2021 2021 % Revenues 119,847 72,872 46,975 64.5 % Gross profit 60,513 34,028 26,485 77.8 % Gross profit margin 50.5 % 46.7 % 3.8 % Marketing and selling expenses (75,852 ) (58,124 ) (17,728 ) 30.5 % Contribution profit (1)(3) (15,339 ) (24,096 ) 8,757 (36.3 )% Contribution profit margin (2)(3) (12.8 )% (33.1 )% 20.3 % (1) Contribution profit equals gross profit less marketing and selling expenses.
Year ended December 31, 2022 compared with year ended December 31, 2021 The following is a discussion of revenues, gross profit and contribution profit for each segment for the year ended December 31, 2022 as compared to the year ended December 31, 2021. 99 Table of Contents Lanvin Segment The following table sets forth revenues and gross profit for the Lanvin segment for the years ended December 31, 2022 and 2021: For the years ended December 31, Increase/ (Decrease) (Euro thousands, except percentages) 2022 2021 2022 vs 2021 % Revenues 119,847 72,872 46,975 64.5% Gross profit 60,513 34,028 26,485 77.8% Gross profit margin 50.5% 46.7% 3.8% — Marketing and selling expenses (75,852 ) (58,124 ) (17,728 ) 30.5% Contribution profit (1)(3) (15,339 ) (24,096 ) 8,757 (36.3)% Contribution profit margin (2)(3) (12.8)% (33.1)% 20.3% — (1) Contribution profit equals gross profit less marketing and selling expenses.
The increase in marketing and selling expenses was due to a €5.8 million increase in personnel costs and sales commissions resulting from increasing sales, a €4.4 million increase in advertising expenses as well as a €2.2 million increase in rental expenses. 103 Table of Contents Caruso Segment The following table sets forth revenues and gross profit for the Caruso segment for the years ended December 31, 2022 and 2021: For the years ended December 31, Increase/(Decrease) 2022 vs (Euro thousands, except percentages) 2022 2021 2021 % Revenues 30,819 24,695 6,124 24.8 % Gross profit 7,147 4,449 2,698 60.6 % Gross profit margin 23.2 % 18.0 % 5.2 % Marketing and selling expenses (1,446 ) (1,144 ) (302 ) 26.4 % Contribution profit (1)(3) 5,701 3,305 2,396 72.5 % Contribution profit margin (2)(3) 18.5 % 13.4 % 5.1 % (1) Contribution profit equals gross profit less marketing and selling expenses.
The increase in marketing and selling expenses was due to a €5.8 million increase in personnel costs and sales commissions resulting from increasing sales, a €4.4 million increase in advertising expenses as well as a €2.2 million increase in rental expenses. 104 Table of Contents Caruso Segment The following table sets forth revenues and gross profit for the Caruso segment for the years ended December 31, 2022 and 2021: For the years ended December 31, Increase/ (Decrease) (Euro thousands, except percentages) 2022 2021 2022 vs 2021 % Revenues 30,819 24,695 6,124 24.8% Gross profit 7,147 4,449 2,698 60.6% Gross profit margin 23,2% 18.0% 5.2% — Marketing and selling expenses (1,446 ) (1,144 ) (302 ) 26.4% Contribution profit (1)(3) 5,701 3,305 2,396 72.5% Contribution profit margin (2)(3) 18.5% 13.4% 5.1% — (1) Contribution profit equals gross profit less marketing and selling expenses.
These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; 122 Table of Contents • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; 118 Table of Contents • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
If we determine that our cash requirements exceed the amount of cash and cash equivalents we have on hand at the time, we may seek to issue equity or debt securities or obtain credit facilities.
If we determine that our cash requirements exceed the amount of cash and cash equivalents we have on hand at the time, we may also seek to issue equity or debt securities or obtain credit facilities.
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 revenue to contribution profit for the periods indicated.
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 revenue to contribution profit and contribution profit margin for the periods indicated.
Non-IFRS Financial Measures Our management monitors and evaluates operating and financial performance using several non-IFRS financial measures including: contribution profit, adjusted earnings before interest and taxes (“Adjusted EBIT”), adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”).
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”).
Rent discounts are eligible for the practical expedient if they occur as a direct consequence of the COVID-19 pandemic and if all of the following criteria are met: • the change in lease payments results in revised consideration for the lease that is substantially the same as, or less than, the consideration for the lease immediately preceding the change; • any rent reduction in lease payments affects only payments originally due on or before June 30, 2022, there is no substantive change to the other terms and conditions of the lease; and • The application of such amendment is valid for financial statements starting from June 1, 2020, with early adoption allowed for financial years starting from January 1, 2020.
Rent discounts are eligible for the practical expedient if they occur as a direct consequence of the COVID-19 pandemic and if all of the following criteria are met: • the change in lease payments results in revised consideration for the lease that is substantially the same as, or less than, the consideration for the lease immediately preceding the change; 76 Table of Contents • any rent reduction in lease payments affects only payments originally due on or before June 30, 2022, there is no substantive change to the other terms and conditions of the lease; and • The application of such amendment is valid for financial statements starting from June 1, 2020, with early adoption allowed for financial years starting from January 1, 2020.
Key Factors Affecting Our Financial Condition and Results of Operations Our financial condition and results of operations are affected by a number of factors, including those that are outside of our control. 80 Table of Contents Creating new luxury products within our current brands We believe there are significant growth opportunities in capitalizing on our brands’ recognition and customer base by rebalancing our current product portfolio and introducing new product categories.
Key Factors Affecting Our Financial Condition and Results of Operations Our financial condition and results of operations are affected by a number of factors, including those that are outside of our control. 72 Table of Contents Creating new luxury products within our current brands We believe there are significant growth opportunities in capitalizing on our brands’ recognition and customer base by rebalancing our current product portfolio and introducing new product categories.
By segment, the increase in cost of sales was mainly related to the increase in scale and sales for all of our brands, including (i) an increase of € 20.5 million (or 52.7%) in Lanvin cost of sales, (ii) an increase of €15.5 million (or 100.3%) from Sergio Rossi, an increase of €9.0 million (or 29.8%) from Wolford, and an increase of €3.4 million (or 16.9%) from Caruso.
By segment, the increase in cost of sales was mainly related to the increase in scale and sales for all of our brands, including (i) an increase of € 20.5 million (or 52.7%) in Lanvin cost of sales, (ii) an increase of €15.5 million (or 100.3%) from Sergio Rossi, (iii) an increase of €9.0 million (or 29.8%) from Wolford, and (iv) an increase of €3.4 million (or 16.9%) from Caruso.
Research and Development, Patents and Licenses, etc. See “Item 4. Information on the Company—B. Business Overview—Research and Development” and “Item 4. Information on the Company—B. Business Overview—Intellectual Property.” D.
C. Research and Development, Patents and Licenses, etc. See “Item 4. Information on the Company—B. Business Overview—Research and Development” and “Item 4. Information on the Company—B. Business Overview—Intellectual Property.” D.
Taking into account the source of liquidity discussed above, we have not experienced any material adverse changes in our liquidity position since the completion of the Business Combination. 112 Table of Contents Assuming the exercise of all outstanding Warrants for cash, we would receive aggregate proceeds of approximately $367.8 million.
Taking into account the source of liquidity discussed above, we have not experienced any material adverse changes in our liquidity position since the completion of the Business Combination. 108 Table of Contents Assuming the exercise of all outstanding Warrants for cash, we would receive aggregate proceeds of approximately $367.8 million.
No single customer accounted for more than 5% of our consolidated revenue for the years ended December 31, 2022 and 2021. 88 Table of Contents The following table sets forth a breakdown of store count at the end of the years ended December 31, 2022 and 2021: December 31, 2022 2021 Number of Stores Lanvin 31 27 Wolford 163 167 St.
No single customer accounted for more than 5% of our consolidated revenue for the years ended December 31, 2022 and 2021. 82 Table of Contents The following table sets forth a breakdown of store count at the end of the years ended December 31, 2022 and 2021: December 31, 2022 2021 Number of Stores Lanvin 31 27 Wolford 163 167 St.
Liquidity and Capital Resources Overview We and our portfolio brands’ principal sources of liquidity have been through issuance of preferred shares, loans from our shareholder Fosun International (including its subsidiaries and joint ventures), and bank borrowings, and which have historically been sufficient to meet our working capital and capital expenditure requirements.
Liquidity and Capital Resources Overview We and our portfolio brands’ principal sources of liquidity have been through issuance of additional Ordinary Shares and preferred shares, loans from our shareholder Fosun International (including its subsidiaries and joint ventures), and bank borrowings, and which have historically been sufficient to meet our working capital and capital expenditure requirements.
Revenue growth was also driven by our athleisure collection “The W” (modern, young and sporty) which grew by 36.0% in the year ended December 31, 2022. Gross profit Gross profit margin for the year ended December 31, 2022 decreased to 68.7% from 72.3% for the year ended December 31, 2021.
Revenue growth was also driven by our athleisure collection “The W” (modem, young and sporty) which grew by 36.0% in the year ended December 31, 2022. Gross profit Gross profit margin for the year ended December 31, 2022 decreased to 68.7% from 72.3% for the year ended December 31, 2021.
For additional information refer to Note 17—Income taxes to Lanvin Group’s annual consolidated financial statements included elsewhere in this annual report. Fair value estimates Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date.
For additional information refer to Note 3.24 - Income taxes to Lanvin Group’s annual consolidated financial statements included elsewhere in this annual report. Fair value estimates Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date.
The following table sets forth a breakdown of revenues by geographical area for the years ended December 31, 2022, 2021 and 2020. Sergio Rossi was consolidated in our consolidated financial statements starting from August 2021.
The following table sets forth a breakdown of revenues by geographical area for the years ended December 31, 2023, 2022 and 2021. Sergio Rossi was consolidated in our consolidated financial statements starting from August 2021.
The table below shows the exchange rates of the main foreign currencies used to prepare Lanvin Group’s annual consolidated financial statements compared to the Euro. Exchange rate at December 31, 2022 2022 Average Exchange rate Exchange rate at December 31, 2021 2021 Average exchange rate Exchange rate at December 31, 2020 2020 Average exchange rate U.S.
The table below shows the exchange rates of the main foreign currencies used to prepare Lanvin Group’s annual consolidated financial statements compared to the Euro. Exchange rate at December 31, 2023 2023 Average Exchange rate Exchange rate at December 31, 2022 2022 Average Exchange rate Exchange rate December 31, 2021 2021 Average Exchange rate U.S.
New Standards, Amendments and Interpretations under IFRS For a description of certain recently adopted, issued or proposed accounting standards which may impact our consolidated financial statements in future reporting periods, refer to the sections “New Standards and Amendments issued by the IASB and applicable to the Lanvin Group from January 1, 2020” and “New standards, amendments and interpretations not yet effective” in Note 3.1—Summary of significant accounting policies to Lanvin Group’s consolidated financial statements included elsewhere in this annual report. 124 Table of Contents
New Standards, Amendments and Interpretations under IFRS For a description of certain recently adopted, issued or proposed accounting standards which may impact our consolidated financial statements in future reporting periods, refer to the sections “New Standards and Amendments issued by the IASB and applicable to the Lanvin Group from January 1, 2023” and “New standards, amendments and interpretations not yet effective” in Note 3.1—Summary of significant accounting policies to Lanvin Group’s consolidated financial statements included elsewhere in this annual report. 120 Table of Contents
In addition to our general working capital and operational needs, we use significant amounts of cash for capital expenditures related to the opening of new stores or the renovation of existing stores, as well as for acquisitions. In connection with the COVID-19 pandemic, we have taken several measures to preserve our liquidity as described above (see “—A.
In addition to our general working capital and operational needs, we use significant amounts of cash for capital expenditures related to the opening of new stores or the renovation of existing stores, as well as for acquisitions. We have taken several measures to preserve our liquidity in response to the COVID-19 pandemic as described above (see “—A.
I FRS 13—Fair Value Measurement (“IFRS 13”) establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).
IFRS 13 Fair Value Measurement ( “IFRS 13” ) establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).
(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 year ended December 31, 2022 amounted to €85.9 million, an increase of €12.8 million compared to €73.1 million for the year ended December 31, 2021. St.
(2) (Contribution profit margin equals contribution profit divided by revenue. (3) Contribution profit and contribution profit margin are non-IFRS financial measures. 102 Table of Contents Revenues Revenues for the year ended December 31, 2022 amounted to €85.9 million, an increase of €12.8 million compared to €73.1 million for the year ended December 31, 2021. St.
As of December 31, 2022, 2021 and 2020, we had cash and cash equivalents of €91.9 million, €88.7 million and €44.9 million, respectively. In October 2019 and October 2020, we raised €137.8 million from Series A and Series A+ capital rounds ordinary shares, of which Fosun International and affiliates invested €46.0 million.
As of December 31, 2023, 2022 and 2021, we had cash and cash equivalents of €27.9 million, €91.7 million and €88.7 million, respectively. In October 2019 and October 2020, we raised €137.8 million from Series A and Series A+ capital rounds ordinary shares, of which Fosun International and affiliates invested €46.0 million.
In October 2022, we entered into an agreement with Meritz for a $50 million investment with half of the investment funded and the other half to be released upon satisfactions of certain conditions, including having an effective resale registration statement. In April 2023, Meritz subsequently funded the remaining half of the investment. See “—B.
In October 2022, we entered into an agreement with Meritz for a $50 million investment with half of the investment funded and the other half to be released upon satisfactions of certain conditions, including having an effective resale registration statement. In April 2023, Meritz subsequently funded the remaining half of the investment.
The increase in revenues was mainly related to recovery of formal business wear resulting from the post-COVID back-to-office trend globally. Gross profit Gross profit for the year ended December 31, 2022 was €7.1 million, an increase of €2.7 million compared to €4.4 million for the year ended December 31, 2021.
The increase in revenues was mainly related to recovery of formal business wear resulting from the post-CO VID back-to-office trend globally. Gross profit Gross profit for the year ended December 31, 2022 was €7.1 million, an increase of €2.7 million compared to €4.4 million for the year ended December 31, 2021.
At any time, there are multiple tax years that may be subject to examinations and audits by various tax authorities. 83 Table of Contents Additionally, we are subject to duties applicable to the importation of our products in various countries, which may impact the cost of such products.
At any time, there are multiple tax years that may be subject to examinations and audits by various tax authorities. Additionally, we are subject to duties applicable to the importation of our products in various countries, which may impact the cost of such products.
With our focus on heritage and elegance, our five brands have a large concentration in office wear and formal wear, including footwear and accessories, therefore each brand has had the opportunity to benefit from reopening fashion trends. Fluctuations in exchange rates.
With our focus on heritage and elegance, our five brands have a large concentration in office wear and formal wear, including footwear and accessories, therefore each brand has had the opportunity to benefit from reopening fashion trends.
We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all. 113 Table of Contents Cash Flows Year ended December 31, 2022 compared to the year ended December 31, 2021 The following table summarizes the cash flows provided by/used in operating, investing and financing activities for each of the years ended December 31, 2022 and 2021.
We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all. 109 Table of Contents Cash Flows Year ended December 31, 2023 compared to the year ended December 31, 2022 The following table summarizes the cash flows provided by/used in operating, investing and financing activities for each of the years ended December 31, 2023 and 2022.
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.
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.
As of December 31, 2022 2021 2020 Increase / Increase / Increase / Increase / Increase / Increase / (decrease) (decrease) (decrease) (decrease) (decrease) (decrease) in loss in loss in loss in loss in loss in loss before tax before tax before tax before tax before tax before tax if Euro if Euro if Euro if Euro if Euro if Euro strengthens weakens strengthens weakens strengthens weakens by 5% by 5% by 5% by 5% by 5% by 5% U.S.
As of December 31, 2023 2022 2021 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% Increase / (decrease) in loss before tax if Euro strengthens by 5% Increase / (decrease) in loss before tax if Euro weakens by 5% U.S.
Results of Operations Year ended December 31, 2022 compared with year ended December 31, 2021 The following is a discussion of our results of operations for the year ended December 31, 2022 as compared to the year ended December 31, 2021.
Results of Operations Year ended December 31, 2023 compared with year ended December 31, 2022 The following is a discussion of our results of operations for the year ended December 31, 2023 as compared to the year ended December 31, 2022.
Trend Information Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events since December 31, 2022 that are reasonably likely to have a material and adverse effect on our revenues, income, profitability, liquidity or capital resources, or that would cause the disclosed financial information to be not necessarily indicative of future results of operations or financial conditions.
Trend Information Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events since December 31, 2023 that are reasonably likely to have a material and adverse effect on our revenues, income, profitability, liquidity or capital resources, or that would cause the disclosed financial information to be not necessarily indicative of future results of operations or financial conditions. 116 Table of Contents E.
Adjusted EBITDA Year ended December 31, 2022 compared with year ended December 31, 2021 Adjusted EBITDA, which is a non-IFRS financial measure, for the year ended December 31, 2022 decreased to €(72.0) million from €(58.9) million for the year ended December 31, 2021.
See “—Non-IFRS Financial Measures.” Year ended December 31, 2022 compared with year ended December 31, 2021 Adjusted EBITDA, which is a non-IFRS financial measure, for the year ended December 31, 2022 decreased to €(72.0) million from €(58.9) million for the year ended December 31, 2021.
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.
See “—Non-IFRS Financial Measures.” 91 Table of Contents 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.
Gross profit increased by €7.2 million to €86.2 million for the year ended December 31, 2022, compared to €79.1 million for the year ended December 31, 2021. 101 Table of Contents The decrease in gross profit margin versus the year ended December 31, 2021 was primarily attributable to increasing labor cost in 2022 compared to 2021.
Gross profit increased by €7.2 million to €86.2 million for the year ended December 31, 2022, compared to €79.1 million for the year ended December 31, 2021. The decrease in gross profit margin versus the year ended December 31, 2021 was primarily attributable to increasing labor cost in 2022 compared to 2021.
As of December 31, 2022, borrowings amounted to €11.0 million were guaranteed by a third party SACE S.p.A. As of December 31, 2022, borrowings amounted to €8.3 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 December 31, 2023, borrowings amounted to €8.6 million were guaranteed by a third party SACE S.p.A. As of December 31, 2023, borrowings amounted to €8.3 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.
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.
Taking into account the DTC (including both directly-operated stores and e-commerce sites) and wholesale channels, we are present in around 80 countries.
John segment—Includes all activities related to the St. John brand. • Sergio Rossi segment—Includes all activities related to the Sergio Rossi brand. • Caruso segment—Includes all activities related to the Caruso brand. All of the brands deal with the same category of products that use similar production and distribution processes.
John brand. • Sergio Rossi segment - Includes all activities related to the Sergio Rossi brand. • Caruso segment - Includes all activities related to the Caruso brand. 77 Table of Contents All of the brands deal with the same category of products that use similar production and distribution processes.
Gross profit margin improved to 61.3% in the year ended December 31, 2022 versus 53.3% for the year ended December 31, 2021. Gross profit margin improved for the year ended December 31, 2022 due to the higher proportion of full-price sell-through at our DTC channels as well as the continued shift in revenues from wholesale to higher-margin DTC channels.
Gross profit margin improved for the year ended December 31, 2022 due to the higher proportion of full-price sell-through at our DTC channels as well as the continued shift in revenues from wholesale to higher-margin DTC channels.
See “ —Non-IFRS Financial Measures .” Year ended December 31, 2022 compared with year ended December 31, 2021 Our consolidated contribution profit increased by €8.8 million (or 200.3%) to €13.2 million for the year ended December 31, 2022 from €4.4 million in 2021. The increase was mainly related to (i) an increase of €8.9 million from St.
Year ended December 31, 2022 compared with year ended December 31, 2021 Our consolidated contribution profit increased by €8.8 million (or 200.3%) to €13.2 million for the year ended December 31, 2022 from €4.4 million in 2021. The increase was mainly related to (i) an increase of €8.9 million from St.
(Euro thousands, except percentages) 2022 Percentage of revenues 2021 Percentage of revenues Revenues 422,312 100.0 % 308,822 100.0 % Cost of sales (184,368 ) (43.7 )% (138,920 ) (45.0 )% Gross profit 237,944 56.3 % 169,902 55.0 % Marketing and selling expenses (224,733 ) (53.2 )% (165,502 ) (53.6 )% General and administrative expenses (153,138 ) (36.3 )% (122,497 ) (39.7 )% Other operating income and expenses (2,340 ) (0.6 )% 10,083 3.3 % Loss from operations before non-underlying items (142,267 ) (33.7 )% (108,014 ) (35.0 )% Non-underlying items (83,057 ) (19.7 )% 45,206 14.6 % Loss from operations (225,324 ) (53.4 )% (62,808 ) (20.3 )% Financial cost—net (14,556 ) (3.4 )% (9,313 ) (3.0 )% Loss before income tax (239,880 ) (56.8 )% (72,121 ) (23.4 )% Income tax benefits / (expenses) 129 (0.0 )% (4,331 ) (1.4 )% Loss for the year (239,751 ) (56.8 )% (76,452 ) (24.8 )% Non-IFRS Financial Measures (1) : Contribution profit 13,211 3.1 % 4,400 1.4 % Adjusted EBIT (134,836 ) (31.9 )% (100,806 ) (32.6 )% Adjusted EBITDA (71,958 ) (17.0 )% (58,945 ) (19.1 )% (1) See “ —Non-IFRS Financial Measures .” 85 Table of Contents Year ended December 31, 2021 compared with year ended December 31, 2020 The following is a discussion of our results of operations for the year ended December 31, 2021 as compared to the year ended December 31, 2020.
(Euro thousands, except percentages) 2022 Percentage of revenues 2021 Percentage of revenues Revenues 422,312 100.0 % 308,822 100.0 % Cost of sales (184,368 ) (43.7 )% (138,920 ) (45.0 )% Gross profit 237,944 56.3 % 169,902 55.0 % Marketing and selling expenses (224,733 ) (53.2 )% (165,502 ) (53.6 )% General and administrative expenses (153,138 ) (36.3 )% (122,497 ) (39.7 )% Other operating income and expenses (2,340 ) (0.6 )% 10,083 3.3 % Loss from operations before non–underlying items (142,267 ) (33.7 )% (108,014 ) (35.0 )% Non–underlying items (83,057 ) (19.7 )% 45,206 14.6 % Loss from operations (225,324 ) (53.4 )% (62,808 ) (20.3 )% Financial cost–net (14,556 ) (3.4 )% (9,313 ) (3.0 )% Loss before income tax (239,880 ) (56.8 )% (72,121 ) (23.4 )% Income tax benefits / (expenses) 129 (0.0 )% (4,331 ) (1.4 )% Loss for the year (239,751 ) (56.8 )% (76,452 ) (24.8 )% Non–IFRS Financial Measures (1) : Contribution profit 13,211 3.1 % 4,400 1.4 % Adjusted EBIT (134,836 ) (31.9 )% (100,806 ) (32.6 )% Adjusted EBITDA (71,958 ) (17.0 )% (58,945 ) (19.1 )% (1) See “— Non–IFRS Financial Measures .” Revenues We generate revenue primarily through our five brands: Lanvin, Wolford, St.
Year ended December 31, 2022 compared with year ended December 31, 2021 Other operating income and expenses decreased to €2.3 million loss for the year ended December 31, 2022 from €10.1 million gain for the year ended December 31, 2021, mainly due to a foreign exchange loss of €0.3 million in 2022, compared to a gain of €10.5 million for 2021. 96 Table of Contents Year ended December 31, 2021 compared with year ended December 31, 2020 Other operating income and expenses increased to a €10.1 million gain in 2021 from a €18.4 million loss in 2020.
Year ended December 31, 2022 compared with year ended December 31, 2021 Other operating income and expenses decreased to €2.3 million loss for the year ended December 31, 2022 from €10.1 million gain for the year ended December 31, 2021, mainly due to a foreign exchange loss of €0.3 million in 2022, compared to a gain of €10.5 million for 2021.
The increase in marketing and selling expenses was mainly due to U.S. dollar’s appreciation versus the Euro, which appreciated to an average exchange rate of 1.0521 EUR/USD in 2022 from an average exchange rate of 1.1835 EUR/USD in 2021. The percentage of marketing and selling expenses of revenue decreased to 49.5% in 2022 from 51.6% in 2021.
The increase in marketing and selling expenses was mainly due to U.S. dollar’s appreciation versus the Euro, which appreciated to an average exchange rate of 1.0521 EUR/USD in 2022 from an average exchange rate of 1.1835 EUR/USD in 2021.
The Put Option shall lapse if (i) Meritz fails to serve the relevant exercise notice within ninety (90) days after the Put Option is triggered; or (ii) Meritz has not exercised the Put Option by the date that falls ninety (90) days after the third anniversary of October 20, 2022.
The Put Option will lapse if (i) Meritz fails to serve the relevant exercise notice within ninety days after the Put Option is triggered; or (ii) Meritz has not exercised the Put Option by the date that falls ninety days after the third anniversary of the closing.
The decrease in the non-underlying items by €128.3 million (or 283.7%) was mainly due to (i) €74.5 million cost related to the excess of the fair value of LGHL ordinary shares issued as part of the Reverse Recapitalization and the fair value of PCAC’s identifiable net assets acquired, accounted for in accordance with IFRS 2 and measured based on the closing price of PCAC’s shares of USD9.90 per share on December 14, 2022 and (ii) €9.7 million related to listing expenses for the year ended December 31, 2022. 97 Table of Contents Year ended December 31, 2021 compared with year ended December 31, 2020 The non-underlying items were €45.2 million or 14.6% of revenues in 2021, versus €43.5 million or 19.6% of revenues in 2020.
The decrease in the non-underlying items by €128.3 million (or 283.7%) was mainly due to (i) €74.5 million cost related to the excess of the fair value of our Ordinary Shares issued as part of the Reverse Recapitalization and the fair value of PCAC’s identifiable net assets acquired, accounted for in accordance with IFRS 2 and measured based on the closing price of PCAC’s shares of USD9.90 per share on December 14, 2022 and (ii) €9.7 million related to listing expenses for the year ended December 31, 2022.
(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 year ended December 31, 2022 grew to €125.5 million, an increase of €16.2 million or 14.8% compared to €109.3 million for the year ended December 31, 2021.
(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 year ended December 31, 2023 grew to €126.3 million, an increase of €0.8 million (or 0.6%) compared to €125.5 million for the year ended December 31, 2022.
Although the conflict in Ukraine and the resulting U.S. and European Union sanctions on Russia have had minimal impact to our business so far, further spread or extension of the conflict may result in lower sales for our EMEA business due to reduced tourism spending and negative consumer sentiment.
Although (i) the conflict in Ukraine and the resulting U.S. and European Union sanctions on Russia and (ii) the instability in the Middle East manifested through regional power struggles have had minimal impact to our business so far, further spread or extension of the conflict may result in lower sales for our EMEA business due to reduced tourism spending and negative consumer sentiment.
The COVID-19 pandemic has caused significant disruption to the global economy, consumer spending and behavior, tourism, supply chains and financial markets, leading to a global economic slowdown and a severe recession in several of the markets in which we operate, which may persist even after restrictions are lifted.
The COVID-19 pandemic has also caused significant disruption to the global economy, consumer spending and behavior, tourism, supply chains and financial markets, leading to a global economic slowdown and a severe recession in several of the markets in which we operate.
Impairment costs decreased by 19.9% to €7.0 million for the year ended December 31, 2022 compared to the year ended December 31, 2021, due to the increasing business share of leather goods and footwear categories which are less seasonal.
Impairment costs decreased by 19.9% to €7.0 million for the year ended December 31, 2022 compared to the year ended December 31, 2021, due to the increasing business share of leather goods and footwear categories which are less seasonal. As a percentage of revenue, impairment costs decreased to 5.8% in 2022 from 12.0% in 2021.
Business combinations—Valuation of the identifiable assets and liabilities through business combination and recognized corresponding goodwill or gain on bargain purchase We completed certain business combinations, all of which were accounted for using an acquisition method when the acquired activities and assets meets the definition of a business and control is transferred to us.
We continue to monitor on a regular basis the evolution of the pandemic and the related responses and to update our expectations when necessary Business combinations Valuation of the identifiable assets and liabilities through business combination and recognized corresponding goodwill or gain on bargain purchase We completed certain business combinations, all of which were accounted for using an acquisition method when the acquired activities and assets meets the definition of a business and control is transferred to us.
Bank overdraft as of December 31, 2022 was €0.1 million. Our 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.
Our 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.
We operate a combination of direct-to-consumer or DTC, and wholesale channels worldwide through our extensive network of around 1,200 points of sale, or POSs, including approximately 300 directly operated retail stores (across our five portfolio brands) as of December 31, 2022. We distribute our products worldwide via retail and outlet stores, wholesale customers and e-commerce platforms.
See “—non-IFRS Financial Measures.” 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, or POSs, including 279 directly operated retail stores (across our five portfolio brands) as of December 31, 2023. We distribute our products worldwide via retail and outlet stores, wholesale customers and e-commerce platforms.
We are also subject to wage inflation at our retail locations for our sales staff. Despite facing higher costs from inflation, we have generally been able to raise the prices of our products commensurate with our cost inflation in order to mitigate the impact of inflation, and believe we can continue to raise prices in the future as appropriate.
Despite facing higher costs from inflation, we have generally been able to raise the prices of our products commensurate with our cost inflation in order to mitigate the impact of inflation and believe we can continue to raise prices in the future as appropriate.
For the years ended December 31, (Euro thousands) 2022 2021 2020 Revenue 422,312 308,822 222,612 Cost of Sales (184,368 ) (138,920 ) (105,218 ) Gross profit 237,944 169,902 117,394 Marketing and selling expenses (224,733 ) (165,502 ) (151,631 ) Contribution profit 13,211 4,400 (34,237 ) 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, negative goodwill from the acquisition of Sergio Rossi, gain on debt restructuring and government grants.
(Euro thousands, except percentages) For the years ended December 31, 2023 2022 2021 Revenue 426,178 422,312 308,822 Cost of Sales (175,236 ) (184,368 ) (138,920 ) Gross profit 250,942 237,944 169,902 Marketing and selling expenses (226,750 ) (224,733 ) (165,502 ) Contribution profit 24,192 13,211 4,400 Contribution profit margin 5.7 % 3.1 % 1.4 % 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, negative goodwill from the acquisition of Sergio Rossi, gain on debt restructuring and government grants.
Conversely, when economic growth is stagnant or negative, consumers may delay or avoid discretionary spending, which may result in reduced demand for our products. 82 Table of Contents Global political events and other disruptions Global political developments, social and geopolitical sources of unrest, export restrictions, sanctions, tariffs, trade barriers, natural disasters, travel restrictions imposed by governments (such as those relating to the COVID-19 pandemic) and other events may also result in a shift in travel patterns or a decline in travel volumes, which have had in the past, and may have in the future, an adverse effect on our business, financial position, results of operations and cash flows.
Global political events and other disruptions Global political developments, social and geopolitical sources of unrest, export restrictions, sanctions, tariffs, trade barriers, natural disasters, travel restrictions imposed by governments (such as those relating to the COVID-19 pandemic) and other events may also result in a shift in travel patterns or a decline in travel volumes, which have had in the past, and may have in the future, an adverse effect on our business, financial position, results of operations and cash flows.
John 48 46 Sergio Rossi 50 — Caruso 1 — Total 293 251 89 Table of Contents By geography Year ended December 31, 2022 compared with year ended December 31, 2021 By geographical region, the increase in revenues was mainly driven by (i) an increase of €57.5 million (or 38.8%) in EMEA, (ii) an increase of €38.8 million (or 36.4%) in North America, (iii) an increase of €10.8 million (or 94.7%) in other Asia, and (iv) an increase of €6.4 million (or 15.0%) in Greater China.
Year ended December 31, 2022 compared with year ended December 31, 2021 By geographical region, the increase in revenues was mainly driven by (i) an increase of €57.5 million (or 38.8%) in EMEA, (ii) an increase of €38.8 million (or 36.4%) in North America, (iii) an increase of €10.8 million (or 94.7%) in other Asia, and (iv) an increase of €6.4 million (or 15.0%) in Greater China.
For the years ended December 31, (Euro thousands) 2022 2021 2020 Loss for the year (239,751 ) (76,452 ) (135,657 ) Add / (Deduct) the impact of: Income tax benefits / (expenses) (129 ) 4,331 (1,603 ) Finance cost—net 14,556 9,313 12,989 Non-underlying items 83,057 (45,206 ) (43,546 ) Loss from operations before non-underlying items (142,267 ) (108,014 ) (167,817 ) Add / (Deduct) the impact of: Share based compensation 7,431 7,208 5,389 Adjusted EBIT (134,836 ) (100,806 ) (162,428 ) Adjusted EBITDA 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, negative goodwill from acquisition of Sergio Rossi, gain on debt restructuring and government grants. 110 Table of Contents The table below reconciles loss for the year to adjusted EBITDA for the periods indicated.
For the years ended December 31, (Euro thousands, except percentages) 2023 2022 2021 Loss for the year (146,253 ) (239,751 ) (76,452 ) Add / (Deduct) the impact of: Income tax benefits / (expenses) 3,407 (129 ) 4,331 Finance cost–net 20,431 14,556 9,313 Non–underlying items 3,858 83,057 (45,206 ) Loss from operations before non–underlying items (118,557 ) (142,267 ) (108,014 ) Add / (Deduct) the impact of: Share based compensation 2,749 7,431 7,208 Adjusted EBIT (115,808 ) (134,836 ) (100,806 ) 106 Table of Contents Adjusted EBITDA 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, negative goodwill from acquisition of Sergio Rossi, gain on debt restructuring and government grants.
Dollar 1.0658 1.0521 1.1324 1.1835 1.2299 1.1408 Chinese Renminbi 7.4229 7.0714 7.2197 7.6372 8.0250 7.8704 Hong Kong Dollar 8.3095 8.2390 8.8304 9.1986 9.5354 8.8482 British Pound 0.8843 0.8519 0.8389 0.8603 0.9027 0.8891 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.
Dollar 1.1096 1.0841 1.0658 1.0521 1.1324 1.1835 Chinese Renminbi 7.8592 7.6352 7.4229 7.0714 7.2197 7.6372 Hong Kong Dollar 8.6727 8.4863 8.3095 8.2390 8.8304 9.1986 British Pound 0.8693 0.8694 0.8843 0.8519 0.8389 0.8603 Japanese Yen 156.5266 151.4929 141.7666 137.7370 130.2725 129.8404 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.
(4) Other Asia includes Japan, South Korea, Thailand, Malaysia, Vietnam, Indonesia, Philippines, Australia, New Zealand, India and other Southeast Asian countries. 87 Table of Contents By segment Year ended December 31, 2022 compared with year ended December 31, 2021 By segment, the increase in revenues was mainly related to (i) an increase of €47.0 million (or 64.5%) in sales from the Lanvin segment, (ii) an increase of €16.2 million in sales (or 14.8%) from Wolford segment, (iii) an increase of €12.8 million (or 17.5%) from the St.
(4) Other Asia includes Japan, South Korea, Thailand, Malaysia, Vietnam, Indonesia, Philippines, Australia, New Zealand, India and other Southeast Asian countries. 80 Table of Contents By segment Year ended December 31, 2023 compared with year ended December 31, 2022 By segment, the increase in revenues was mainly related to (i) an increase of €9.2 million in sales (or 29.8%) from Caruso segment, (ii) an increase of €4.5 million (or 5.3%) from the St.
By sales channel Year ended December 31, 2022 compared with year ended December 31, 2021 By sales channel, the increase in revenues was mainly related to an increase of €60.6 million (or 32.5%) in the DTC channel and an increase of €47.9 million (or 41.2%) in the wholesale channel.
John 45 46 Sergio Rossi 48 50 Caruso — 1 Total 279 291 Year ended December 31, 2022 compared with year ended December 31, 2021 By sales channel, the increase in revenues was mainly related to an increase of €60.6 million (or 32.5%) in the DTC channel and an increase of €47.9 million (or 41.2%) in the wholesale channel.
John (42,498 ) (37,697 ) (4,801 ) 12.7 % Sergio Rossi (24,502 ) (9,489 ) (15,013 ) 158.2 % Caruso (1,446 ) (1,144 ) (302 ) 26.4 % Other and holding companies (684 ) (188 ) (496 ) 263.8 % Eliminations and unallocated 2,150 491 1,659 337.9 % Total (224,733 ) (165,502 ) (59,231 ) 35.8 % Marketing and selling expenses for the year ended December 31, 2022 amounted to €224.7 million, an increase of €59.2 million (or 35.8%), compared to €165.5 million for the year ended December 31, 2021.
For the years ended December 31, Increase/ (Decrease) (Euro thousands, except percentages) 2022 2021 2022 vs 2021 % Lanvin (75,852 ) (58,124 ) (17,728 ) 30.5 % Wolford (81,901 ) (59,351 ) (22,550 ) 38.0 % St, John (42,498 ) (37,697 ) (4,801 ) 12.7 % Sergio Rossi (24,502 ) (9,489 ) (15,013 ) 158.2 % Caruso (1,446 ) (1,144 ) (302 ) 26.4 % Other and holding companies (684 ) (188 ) (496 ) 263.8 % Eliminations and unallocated 2,150 491 1,659 337.9 % Total (224,733 ) (165,502 ) (59,231 ) 35.8 % Marketing and selling expenses for the year ended December 31, 2022 amounted to €224.7 million, an increase of €59.2 million (or 35.8%), compared to €165.5 million for the year ended December 31, 2021.
The growth in all regions except Greater China was led by our DTC channels, which grew by 21.2% or €15.8 million from the year ended December 31, 2021 to €90.4 million in the year ended December 31, 2022.
In Greater China, our business declined by 6.8% to €6.8 million, mainly due to the negative economic impacts of the COVID-19 pandemic. The growth in all regions except Greater China was led by our DTC channels, which grew by 21.2% or €15.8 million from the year ended December 31, 2021 to €90.4 million in the year ended December 31, 2022.
(2) Contribution profit margin equals to contribution profit divided by revenue. (3) Contribution profit and contribution profit margin are non-IFRS financial measures. Revenues Revenues for the year ended December 31, 2021 was €24.7 million, a decrease of €1.7 million or 6.3% compared to €26.4 million for the year ended December 31, 2020.
(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 year ended December 31, 2023 decreased to €111.7 million, a decrease of €8.1 million (or (6.8)%) compared to €119.8 million for the year ended December 31, 2022.
As such, the percentage contribution of these sales incentives, rebates and sales discount is zero. Revenues for the year ended December 31, 2022 amounted to €422.3 million, an increase of €113.5 million or 36.7%, compared to €308.8 million for the year ended December 31, 2021.
As such, the percentage contribution of these sales incentives, rebates and sales discount is zero. Revenues for the year ended December 31, 2023 amounted to €426.2 million, an increase of €3.9 million or 0.9%, compared to €422.3 million for the year ended December 31, 2022.
With regards to retail sales at our DOSs and e-commerce channels, sales tend to be higher in the last quarter of the year, driven by the holiday shopping season and in January and February, in correspondence of the Chinese New Year celebrations.
With regards to retail sales at our DOSs and e-commerce channels, sales tend to be higher in the last quarter of the year, driven by the holiday shopping season and in January and February, in correspondence of the Chinese New Year celebrations. However, several events may affect retail sales, including adverse weather conditions or other macroeconomic and external events.
Revenues for the year ended December 31, 2021 amounted to €308.8 million, an increase of €86.2 million or 38.7%, compared to €222.6 million for the year ended December 31, 2020. 86 Table of Contents The following table sets forth a breakdown of revenues by portfolio brand for the years ended December 31, 2022, 2021 and 2020.
Revenues for the year ended December 31, 2022 amounted to €422.3 million, an increase of €113.5 million or 36.7%, compared to €308.8 million for the year ended December 31, 2021. 79 Table of Contents The following table sets forth a breakdown of revenues by portfolio brand for the years ended December 31, 2023, 2022 and 2021.
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.
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. 105 Table of Contents Contribution profit and contribution profit margin Contribution profit is defined as revenues less the cost of sales and selling and marketing expenses.
Call Option We have the right to acquire from Meritz (i) up to 70% of Ordinary Shares then held by Meritz (“Call Option 1”) after the date on which the closing share price of us has been less than $5 for three (3) consecutive trading days at a purchase price equal to the Agreed Return multiplied by a fraction, the numerator of which is the total number of the Ordinary Shares that is subject to Call Option 1 and the denominator of which is the total number of FFG Private Placement Subscription Shares (subject to any adjustment as a result of conversion of FFG Private Placement Subscription Share into Ordinary Shares and any share subdivision or consolidation of our shares); and (ii) 100% of Ordinary Shares then held by Meritz (“Call Option 2,” together with Call Option 2, the “Call Options”) after expiry of the eighteen (18)-month period following the closing of our Business Combination at a purchase price equal to the higher of (a) the Agreed Return; and (b) the market price of Ordinary Shares multiplied by the number of Ordinary Shares subject to the Call Option 2.
Call Option Following the closing on December 14, 2023, we have the right to acquire from Meritz (i) up to 70% of the Subscription Shares then held by Meritz (“Call Option 1”) after the date on which our closing share price has been less than 50% of the Total Subscription Price divided by total number of the Subscription Shares for three consecutive trading days at a purchase price equal to the Agreed Return multiplied by a fraction, the numerator of which is the total number of our Ordinary Shares that is subject to Call Option 1 and the denominator of which is the total number of the Subscription Shares; and (ii) up to 50% of the Subscription Shares then held by Meritz (“Call Option 2,” together with Call Option 1, the “Call Options”) after expiry of the twelvemonth period following the closing at a purchase price equal to the higher of (a) the Agreed Return; multiplied by a fraction, the numerator of which is the total number of our Ordinary Shares that are subject to Call Option 2 and the denominator of which is the total number of the Subscription Shares and (b) the market price of the Subscription Shares multiplied by the number of the Subscription Shares subject to the Call Option 2.
Sergio Rossi was consolidated in Lanvin Group’s consolidated financial statements starting from August 2021. For the years ended December 31 Increase/ (Decrease) (Euro thousands, except percentages) 2022 2021 2020 2022 vs 2021 % 2021 vs 2020 % Lanvin 119,847 72,872 34,989 46,975 64.5 % 37,883 108.3 % Wolford 125,514 109,332 95,384 16,182 14.8 % 13,948 14.6 % St.
Sergio Rossi was consolidated in Lanvin Group’s consolidated financial statements starting from August 2021. For the years ended December 31, Increase/ (Decrease) (Euro thousands, except percentages) 2023 2022 2021 2023 vs 2022 % 2022 vs 2021 % Lanvin 111,740 119,847 72,872 (8,107 ) (6.8 )% 46,975 64.5 % Wolford 126,280 125,514 109,332 766 0.6 % 16,182 14.8 % St.

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Wouda Kuipers was EY’s Senior International Tax Partner heading the Financial Services Offices’ Tax Desks, and his previous work experience includes the following positions as; Associate General Tax Counsel at Unilever and Associate at tax law firm Loyens & Volkmaars. For the past twenty years, Mr. Wouda Kupiers has served on the board of the Netherland-America Foundation (NAF). Mr.
Wouda Kuipers was EY’s Senior International Tax Partner heading the Financial Services Offices’ Tax Desks, and his previous work experience includes the following positions as; Associate General Tax Counsel at Unilever and Associate at tax law firm Loyens & Volkmaars. For the past twenty years, Mr. Wouda Kuipers has served on the board of the Netherland-America Foundation (NAF). Mr.
(4) In respect of the 7,919,466 Ordinary Shares held by Natixis, Fosun International Limited entered into a financing total return swap (“TRS”) with Natixis, as evidenced by a Confirmation dated as of September 16, 2019 and governed by an ISDA Master Agreement dated as of September 12, 2017 between Natixis and Fosun International Limited, as such confirmation or agreement (as the case may be) may be amended and supplemented from time to time, pursuant to which, among other things, Natixis passed through to Fosun International Limited the full economic exposure to LGHL after the Merger Effective Time (as defined within the TRS).
(5) In respect of the 7,919,466 Ordinary Shares held by Natixis, Fosun International Limited entered into a financing total return swap (“TRS”) with Natixis, as evidenced by a Confirmation dated as of September 16, 2019 and governed by an ISDA Master Agreement dated as of September 12, 2017 between Natixis and Fosun International Limited, as such confirmation or agreement (as the case may be) may be amended and supplemented from time to time, pursuant to which, among other things, Natixis passed through to Fosun International Limited the full economic exposure to LGHL after the Merger Effective Time (as defined within the TRS).
Zhao transferred to a new role within Fosun Group in the function of Business Development in March 2023. Ms. Zhao’s transfer did not result from any dispute or disagreement with our Company or our board of directors regarding our practices, policies, or otherwise. Summary biographies of members of the senior management are set out below. For the biography of Ms.
Zhao transferred to a new role within Fosun Group in the function of Business Development in March 2023. Ms. Zhao’s transfer did not result from any dispute or disagreement with our Company or our board of directors regarding our practices, policies, or otherwise. Summary biographies of members of the senior management are set out below.
Mr. Chen is a partner and a founding member of Primavera Capital Group, which he joined in 2010. At Primavera, Mr. Chen is responsible for sourcing, executing and exiting a variety of deals in the consumer and technology sectors, including investments in Alibaba Group, Cainiao Smart Logistics, Alibaba Local Services Group, iResearch, Vitaco Health and Love Bonito.
Chen is a partner and a founding member of Primavera Capital Group, which he joined in 2010. At Primavera, Mr. Chen is responsible for sourcing, executing and exiting a variety of deals in the consumer and technology sectors, including investments in Alibaba Group, Cainiao Smart Logistics, Alibaba Local Services Group, iResearch, Vitaco Health and Love Bonito. Prior to Primavera, Mr.
Under Rule 405 of the Securities Act, the determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal quarter and, accordingly, the next determination will be made with respect to us on June 30, 2023.
Under Rule 405 of the Securities Act, the determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal quarter and, accordingly, the next determination will be made with respect to us on June 30, 2024.
As such, we recognize all types of diversity under the policy. The policy applies to all directors, officers, employees and extended workforce, including our directors and executive officers. 134 Table of Contents D. Employees See “Item 4. Information on the Company—B. Business Overview—Employees.” E.
As such, we recognize all types of diversity under the policy. The policy applies to all directors, officers, employees and extended workforce, including our directors and executive officers. 128 Table of Contents D. Employees See “Item 4. Information on the Company—B. Business Overview—Employees.” E.
He was awarded the Order of Canada in 2019. Mr. Garber holds a BA from McGill University, a law degree from the University of Ottawa, an honorary doctorate from both the University of Ottawa and the University of Montreal, The McGill/Desautels Business School Achievement award, and The University of Ottawa Order of Merit.
He was awarded the Order of Canada in 2019. Mr. Garber holds a bachelor’s degree from McGill University, a law degree from the University of Ottawa, an honorary doctorate from both the University of Ottawa and the University of Montreal, The McGill/Desautels Business School Achievement award, and The University of Ottawa Order of Merit.
Our officers are elected by, and serve at the discretion of, the board of directors. 131 Table of Contents Board Committees Our board of directors has an audit committee, a compensation committee and a nominating and corporate governance committee. Each committee’s members and functions are described below.
Our officers are elected by, and serve at the discretion of, the board of directors. 125 Table of Contents Board Committees Our board of directors has an audit committee, a compensation committee and a nominating and corporate governance committee. Each committee’s members and functions are described below.
Audit Committee The audit committee consists of Mitch Alan Garber, Ceci Kurzman and Jurjan Wouda Kuipers. Mr. Kuipers is the chairperson of the audit committee. Mr. Kuipers satisfies the criteria of an audit committee financial expert as set forth under the applicable rules of the SEC. Each of Mr. Garber, Ms. Kurzman and Mr.
Audit Committee The audit committee consists of Jurjan Wouda Kuipers, Ceci Kurzman and Mitchell Alan Garber. Mr. Kuipers is the chairperson of the audit committee. Mr. Kuipers satisfies the criteria of an audit committee financial expert as set forth under the applicable rules of the SEC. Each of Mr. Garber, Ms. Kurzman and Mr.
A “Related Entity” for the purpose of this clause includes any parent or subsidiary of BF and Lanvin Group and any business, corporation, partnership, limited liability company or other entity in which (i) BF, (ii) Lanvin Group or (iii) a parent or subsidiary of BF or Lanvin Group holds a substantial ownership interest, directly or indirectly. Participation .
A “Related Entity” for the purpose of this clause includes any parent or subsidiary of BF and Lanvin Group and any business, corporation, partnership, limited liability company or other entity in which (i) BF, (ii) Lanvin Group or (iii) a parent or subsidiary of BF or Lanvin Group holds a substantial ownership interest, directly or indirectly. 123 Table of Contents Participation .
The audit committee is responsible for, among other things: • overseeing the relationship with our independent auditors, including: • appointing, retaining and determining the compensation of our independent auditors; • approving auditing and pre-approving non-auditing services permitted to be performed by the independent auditors; • discussing with the independent auditors the overall scope and plans for their audits and other financial reviews; • reviewing a least annually the qualifications, performance and independence of the independent auditors; • reviewing reports from the independent auditors regarding all critical accounting policies and practices to be used by us and all other material written communications between the independent auditors and management; • reviewing and resolving any disagreements between management and the independent auditors regarding financial controls or financial reporting; • overseeing the internal audit function, including conducting an annual appraisal of the internal audit function, reviewing and discussing with management the appointment of the head of internal audit, at least quarterly meetings between the chairperson of the audit committee and the head of internal audit, reviewing any significant issues raised in reports to management by internal audit and ensuring that there are no unjustified restrictions or limitations on the internal audit function and that it has sufficient resources; • reviewing and recommending all related party transactions to our board of directors for approval, and reviewing and approving all changes to our related party transactions policy; • reviewing and discussing with management the annual audited financial statements and the design, implementation, adequacy and effectiveness of our internal controls; 132 Table of Contents • overseeing risks and exposure associated with financial matters; and • establishing and overseeing procedures for the receipt, retention and treatment of complaints received from our employees regarding accounting, internal accounting controls or audit matters and the confidential, anonymous submission by our employees of concerns regarding questionable accounting, auditing and internal control matters.
The audit committee is responsible for, among other things: • overseeing the relationship with our independent auditors, including: • appointing, retaining and determining the compensation of our independent auditors; • approving auditing and pre-approving non-auditing services permitted to be performed by the independent auditors; • discussing with the independent auditors the overall scope and plans for their audits and other financial reviews; • reviewing a least annually the qualifications, performance and independence of the independent auditors; • reviewing reports from the independent auditors regarding all critical accounting policies and practices to be used by us and all other material written communications between the independent auditors and management; • reviewing and resolving any disagreements between management and the independent auditors regarding financial controls or financial reporting; • overseeing the internal audit function, including conducting an annual appraisal of the internal audit function, reviewing and discussing with management the appointment of the head of internal audit, at least quarterly meetings between the chairperson of the audit committee and the head of internal audit, reviewing any significant issues raised in reports to management by internal audit and ensuring that there are no unjustified restrictions or limitations on the internal audit function and that it has sufficient resources; • reviewing and recommending all related party transactions to our board of directors for approval, and reviewing and approving all changes to our related party transactions policy; • reviewing and discussing with management the annual audited financial statements and the design, implementation, adequacy and effectiveness of our internal controls; • overseeing risks and exposure associated with financial matters; and • establishing and overseeing procedures for the receipt, retention and treatment of complaints received from our employees regarding accounting, internal accounting controls or audit matters and the confidential, anonymous submission by our employees of concerns regarding questionable accounting, auditing and internal control matters. 126 Table of Contents Compensation Committee The compensation committee consists of Mitchell Alan Garber, Jennifer Fleiss, Weijin Fang and Tong “Max” Chen.
Prior to Primavera, Mr. Chen worked at the Investment Banking Division of Goldman Sachs in both Hong Kong and New York from 2003 to 2006. Mr. Chen holds a Bachelor of Arts degree in Applied Mathematics from Harvard College. He also received his JD and MBA degrees from Harvard Law School and Harvard Business School, respectively.
Chen worked at the Investment Banking Division of Goldman Sachs in both Hong Kong and New York from 2003 to 2006. Mr. Chen holds a bachelor’s degree in applied mathematics from Harvard College. He also received his JD and MBA degrees from Harvard Law School and Harvard Business School, respectively.
Zhen Huang is an Executive Director and Executive President of Fosun International Limited (HKSE Stock Code: 0656), the chairman of Shanghai Yuyuan Tourist Mart (Group) Co., Ltd. (SSE Stock Code: 600655), the director of Shede Spirits Co., Ltd. (SSE Stock Code: 600702), Shanghai Resource Property Consulting Co., Ltd., Shanghai Bailian Group Co., Ltd.
He is also an Executive Director and Executive President of Fosun International Limited (HKSE Stock Code: 0656), the chairman of Shanghai Yuyuan Tourist Mart (Group) Co., Ltd. (SSE Stock Code: 600655), the director of Shede Spirits Co., Ltd. (SSE Stock Code: 600702), Shanghai Resource Property Consulting Co., Ltd., Shanghai Bailian Group Co., Ltd.
The number of record holders in the United States is not representative of the number of beneficial holders nor is it representative of where such beneficial holders are resident since some of these Ordinary Shares are held by brokers or other nominees. E. Disclosure of A Registrant’s Action to Recover Erroneously Awarded Compensation Not applicable.
The number of record holders in the United States is not representative of the number of beneficial holders nor is it representative of where such beneficial holders are resident since some of these Ordinary Shares are held by brokers or other nominees. F. Disclosure of A Registrant’s Action to Recover Erroneously Awarded Compensation Not applicable. 130 Table of Contents
Zhao’s transfer did not result from any dispute or disagreement with our Company or our board of directors regarding our practices, policies, or otherwise. Vested Awards as of the date of her transfer were retained by Ms. Zhao, and unvested Awards as of the same date were forefeited and canceled. (4) Mr.
Zhao’s transfer did not result from any dispute or disagreement with our Company or our board of directors regarding our practices, policies, or otherwise. Vested Awards as of the date of her transfer were retained by Ms. Zhao, and unvested Awards as of the same date were forfeited and canceled. 124 Table of Contents (4) Mr.
Fleiss holds a BA (cum laude) in Political Science from Yale University and an MBA from Harvard Business School. Jurjan Wouda Kuipers is one of our independent directors. Before his appointment as an independent director, Mr. Wouda Kuipers spent 22 years at Ernst & Young (EY) in New York. From 2017 to 2020, Mr.
Fleiss holds a bachelor’s degree (cum laude) in political science from Yale University and an MBA from Harvard Business School. 121 Table of Contents Jurjan Wouda Kuipers is one of our independent directors. Before his appointment as an independent director, Mr. Wouda Kuipers spent 22 years at Ernst & Young (EY) in New York. From 2017 to 2020, Mr.
The following individuals comprise our senior management as of the date of this annual report: • Yun Cheng as Chairman and Chief Executive Officer; • Kat Yu David Chan as Executive President, interim Chief Financial Officer and Co-COO; and • Gong Cheng as Chief Risk Officer. Mr.
The following individuals comprise our senior management as of the date of this annual report: • Eric Chan as Chief Executive Officer; • Kat Yu David, Chan as Executive President, Chief Financial Officer and Co-COO; and • Gong Cheng as Chief Risk Officer. Mr.
Share Ownership The following table sets forth information as of March 31, 2023 with respect to the beneficial ownership of our Ordinary Shares by: • each person who beneficially owns 5.0% or more of the issued and outstanding Ordinary Shares; • each person who is an executive officer or director; and • all executive officers and directors as a group.
Share Ownership The following table sets forth information as of April 21, 2024 with respect to the beneficial ownership of our Ordinary Shares by: • each person who beneficially owns 5.0% or more of the issued and outstanding Ordinary Shares; • each person who is an executive officer or director; and • all executive officers and directors as a group.
Nomination Committee and Corporate Governance Committee The nominating and corporate governance committee consists of Yun Cheng, Tong “Max” Chen, Ceci Kurzman and Jennifer Fleiss. Ms. Cheng is the chairperson of the nominating and corporate governance committee. Each of Ms. Kurzman and Ms. Fleiss satisfy the requirements for an “independent director” within the meaning of the NYSE listing rules.
Nomination Committee and Corporate Governance Committee The nominating and corporate governance committee consists of Zhen Huang, Ceci Kurzman, Jennifer Fleiss and Tong “Max” Chen. Mr. Huang is the chairperson of the nominating and corporate governance committee. Each of Ms. Kurzman and Ms. Fleiss satisfy the requirements for an “independent director” within the meaning of the NYSE listing rules.
In certain limited exceptional circumstances, one or more shareholders may have the right to seek Terms of Directors and Executive Officers A director shall hold office until such time as he or she is removed from office by ordinary resolution or in accordance with the Amended Articles.
In certain limited exceptional circumstances, one or more shareholders may have the right to seek damages in our name if a duty owed by our directors is breached. Terms of Directors and Executive Officers A director shall hold office until such time as he or she is removed from office by ordinary resolution or in accordance with the Amended Articles.
In addition, the nominating and corporate governance committee is responsible for, among other things: 133 Table of Contents • reviewing annually with the board of directors the characteristics such as knowledge, skills, qualifications, experience and diversity of directors other than the existing directors; • overseeing our environmental, social and governance risks, strategies, policies, programs and practices to further our business purpose, strategy, culture, values and reputation; • overseeing director training and development programs; and • advising the board of directors periodically with regards to significant developments in the law and practice of corporate governance as well as compliance with applicable laws and regulations, and making recommendations to the board of directors on all matters of corporate governance and on any remedial action to be taken.
In addition, the nominating and corporate governance committee is responsible for, among other things: • reviewing annually with the board of directors the characteristics such as knowledge, skills, qualifications, experience and diversity of directors other than the existing directors; • overseeing our environmental, social and governance risks, strategies, policies, programs and practices to further our business purpose, strategy, culture, values and reputation; • overseeing director training and development programs; and • advising the board of directors periodically with regards to significant developments in the law and practice of corporate governance as well as compliance with applicable laws and regulations, and making recommendations to the board of directors on all matters of corporate governance and on any remedial action to be taken. 127 Table of Contents Foreign Private Issuer Status We are a Cayman Islands exempted company incorporated in 2021 with limited liabilities.
As of the date of this annual report, Awards and options to purchase Awards that tie to the economic beneficiary interests in relation to 6,784,380 Ordinary Shares are outstanding, of which Awards and options to purchase Awards that tie to the economic beneficiary interests in relation to 4,394,906 Ordinary Shares are held by our current executive officers and directors as a group.
As of the date of this annual report, Awards and options to purchase Awards that tie to the economic beneficiary interests in relation to 6,344,078 Ordinary Shares are outstanding, of which Awards and options to purchase Awards that tie to the economic beneficiary interests in relation to 1,861,019 Ordinary Shares are held by our current executive officers and directors as a group.
Fosun Fashion Holdings (Cayman) Limited is wholly-owned by Fosun International Limited (HKSE Stock Code: 0656). Yujing Fashion (BVI) Limited is wholly-owned by Yu Jing Industrial Limited, which is in turn wholly owned by Shanghai Yuyuan Tourist Mart (Group) Co., Ltd (SSE Stock Code: 600655).
Yujing Fashion (BVI) Limited is wholly-owned by Yu Jing Industrial Limited, which is in turn wholly-owned by Shanghai Yuyuan Tourist Mart (Group) Co., Ltd (SSE Stock Code: 600655). Shanghai Yuyuan Tourist Mart (Group) Co., Ltd (SSE Stock Code: 600655) is majority-owned by Fosun International Limited (HKSE Stock Code: 0656) indirectly through a number of intermediate subsidiaries.
Jennifer Fleiss is one of our independent directors. Ms. Fleiss is a co-founder of Rent the Runway, a former executive within Walmart’s tech incubator, a venture Partner with Volition Capital and a board member of Apollo Strategic Growth Capital, Party City and Shutterfly. Ms.
Jennifer Fleiss is one of our independent directors. Ms. Fleiss is a co-founder of Rent the Runway, a former executive within Walmart’s tech incubator, a Partner at Initialized Capital and a board member of Rent the Runway (RENT) and Shutterfly. Ms.
(SSE Stock Code: 600827) and various companies within the Fosun Group, the non-executive director of Fosun Tourism Group (HKSE Stock Code: 01992) and the chairman of Baihe Jiayuan Network Group Co., Ltd. Mr. Huang was awarded “Top Ten Economic Figures in China’s Circulation Industry” and “National Outstanding Commercial Entrepreneur”. Mr.
(SSE Stock Code: 600827) and Beijing Sanyuan Foods Co., Ltd. (SSE Stock Code: 600429). Mr. Huang is the non-executive director of Fosun Tourism Group (HKSE Stock Code: 01992), a company within Fosun Group. Mr. Huang was awarded “Top Ten Economic Figures in China’s Circulation Industry” and “National Outstanding Commercial Entrepreneur”. Mr.
Compensation Committee The compensation committee consists of Yun Cheng, Tong “Max” Chen, Jennifer Fleiss and Mitch Alan Garber. Mr. Garber is the chairperson of the compensation committee. Each of Ms. Fleiss and Mr. Garber satisfies the requirements for an “independent director” within the meaning of the NYSE listing rules.
Mr. Garber is the chairperson of the compensation committee. Each of Ms. Fleiss and Mr. Garber satisfies the requirements for an “independent director” within the meaning of the NYSE listing rules.
(7) Represents Ordinary Shares held by Brilliant Fashion Holdings Limited over which such person has dispositive power due to such person’s right to receive within 60 days after March 31, 2023 the economic beneficiary interest corresponding to such number of Ordinary Shares pursuant to our employee incentive award plan.
(8) Represents Ordinary Shares held by Brilliant Fashion Holdings Limited over which such person has dispositive power due to such person’s right to receive within 60 days after April 21, 2024 the economic beneficiary interest corresponding to such number of Ordinary Shares pursuant to our employee incentive award plan. * Less than 1% of the total number of issued and outstanding Ordinary Shares.
Shang Hsiu Koo was our Chief Financial Officer from October 2021 until his resignation in January 2023. Mr. Koo’s resignation did not result from any dispute or disagreement with our Company or our board of directors regarding our practices, policies, or otherwise. Mr.
Shang Hsiu Koo was our Chief Financial Officer from October 2021 until his resignation in January 2023. Mr. Koo’s resignation did not result from any dispute or disagreement with our Company or our board of directors regarding our practices, policies, or otherwise. Ms. Xiaojing Grace Zhao was our Executive President and Co-COO since 2020. For personal reasons, Ms.
Among other things, we are not required to have: • a majority of the board of directors consist of independent directors; • a compensation committee consisting of independent directors; • a nominating and corporate governance committee consisting of independent directors; or • regularly scheduled executive sessions with only independent directors each year.
Certain corporate governance practices in the Cayman Islands, our home country, may differ significantly from NYSE corporate governance listing standards Among other things, we are not required to have: • a majority of the board of directors consist of independent directors; • a compensation committee consisting of independent directors; • a nominating and corporate governance committee consisting of independent directors; or • regularly scheduled executive sessions with only independent directors each year.
Kurzman currently serves on the board of directors of Revlon, where she is a member of the audit and compensation committee, Warner Music Group (NASDAQ: WMG), where she serves on the compensation and nomination and governance committees, as well as other public and private companies including Man Group (LON: EMG) and Hornblower Group. Ms.
Ms. Kurzman currently serves on the board of directors of United Talent Agency and Warner Music Group (NASDAQ: WMG), where she serves on the compensation and nomination and governance committees, as well as other public and private companies including Man Group (LON: EMG) and Hornblower Group. Ms. Kurzman also serves as a senior advisor at Dynasty Equity and Cityrock Funds.
Fang served as the Head of Fosun International Talent Development, senior human resources partner, executive principal of Fosun University, general manager of the staff ecology BD department and co-chief human resources officer of the Intelligent Technology Business Group. Prior to joining Fosun, she worked in KPMG China as Senior HR Business Advisor, responsible for general HR management and organization development.
Fang served as the Head of Fosun International Talent Development, senior human resources partner, executive principal of Fosun University, general manager of the staff ecology BD department and co-chief human resources officer of the Intelligent Technology Business Group from 2017 to 2020.
Foreign Private Issuer Status We are a Cayman Islands exempted company incorporated in 2021 with limited liabilities. We report under the Exchange Act as a non-U.S. company with foreign private issuer status.
We report under the Exchange Act as a non-U.S. company with foreign private issuer status.
Cheng holds a Bachelor of Arts degree in Economics from Shanghai University of Finance and Economics and an EMBA Degree from the China Europe International Business School (CEIBS). 125 Table of Contents Tong “Max” Chen has served as a member of the board of directors and as the Chief Executive Officer of PCAC since its inception, and as the Chief Financial Officer since September 12, 2020.
Huang holds a bachelor’s degree in economics from Shanghai University of Finance and Economics and an MBA degree from Webster University. Tong “Max” Chen has served as a member of the board of directors and as the Chief Executive Officer of PCAC since its inception, and as the Chief Financial Officer since September 12, 2020. Mr.
The percentage of our Ordinary Shares beneficially owned is computed on the basis of 130,971,070 Ordinary Shares issued and outstanding as of the date of March 31, 2023. Unless otherwise indicated, we believe that all persons named in the table below have sole voting and investment power with respect to all Ordinary Shares beneficially owned by them.
Unless otherwise indicated, we believe that all persons named in the table below have sole voting and investment power with respect to all Ordinary Shares beneficially owned by them.
Under these agreements, we agree to indemnify each director against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being a director of the Company. 128 Table of Contents Share Incentive Plan Brilliant Fashion Incentive Award Plan In December 2021, we adopted a share economic beneficial interest right scheme that modifies all RSUs granted under the RSU Scheme into share economic beneficial interest rights under the share economic beneficial interest rights scheme (the “SEBIRs scheme” or “BF Plan”) administered by Brilliant Fashion Holdings Limited (“BF”), which has been established for the BF Plan.
Share Incentive Plan Brilliant Fashion Incentive Award Plan In December 2021, we adopted a share economic beneficial interest right scheme that modifies all RSUs granted under the RSU Scheme into share economic beneficial interest rights under the share economic beneficial interest rights scheme (the “SEBIRs scheme” or “BF Plan”) administered by Brilliant Fashion Holdings Limited (“BF”), which has been established for the BF Plan.
The BF Plan will terminate on the tenth anniversary of the later of: (i) its effective date; and (ii) the date when the board of BF approved the most recent increase in the number of BF Shares subject to the BF Plan. 129 Table of Contents The following table summarizes, as of the date of this annual report, the number of ordinary shares underlying the outstanding Awards and options to purchase Awards we have granted to our directors and executive officers: Ordinary Shares Underlying Awards / Options to Purchase Awards Exercise Price (€/Share) Date of Grant (1) Date of Expiration Executive Officers Yun Cheng 2,555,035 (1) 3.71 and 7.58 December 17, 2021 September 23, 2029 and 2031 * (2) — December 17, 2021 — Kat Yu David Chan * (1) 3.71 and 7.58 December 17, 2021 September 23, 2029 and 2031 * (2) — December 17, 2021 — Xiaojing Grace Zhao (3) * (1) 7.58 December 17, 2021 November 26, 2029 Gong Cheng * (1) 3.71 and 7.58 December 17, 2021 September 23, 2029 and 2031 * (2) — December 17, 2021 — Shang Hsiu Koo (4) * (1) 7.58 December 17, 2021 October 8, 2031 * Less than 1% of our total outstanding shares.
The following table summarizes, as of the date of this annual report, the number of ordinary shares underlying the outstanding Awards and options to purchase Awards we have granted to our directors and executive officers: Ordinary Shares Underlying Awards / Options to Purchase Awards Exercise Price (€/Share) Date of Grant(l) Date of Expiration Executive Officers Kat Yu David, Chan * (1) 3.71 and 7.58 December 7, 2021 September 23, 2029 and 2031 * (2) — December 7, 2021 — Tong “Max” Chen * (2) — April 1, 2023 — Jennifer Fleiss * (2) — April 1, 2023 — Jurjan Wouda Kuipers * (2) — April 1, 2023 — Ceci Kurzman * (2) — April 1, 2023 — Gong Cheng * (1) 3.71 and 7.58 December 7, 2021 September 23, 2029 and 2031 * (2) — December 7, 2021 — Xiaojing Grace Zhao (3) * (1) 7.58 December 7, 2021 November 26, 2029 Shang Hsiu Koo (4) * (1) 7.58 December 7, 2021 October 8, 2031 Yun Cheng (5) 2,204,658 (1) 3.71 and 7.58 December 7, 2021 September 23, 2029 and 2031 * (2) — December 7, 2021 — * Less than 1% of our total outstanding shares.
According to our transfer agent, as of March 31, 2023, there were five record holders in the United States (including Cede & Co., the nominee of the Depositary Trust Company, holding approximately 0.6% of our outstanding Ordinary Shares) holding a total of 1,454,629 Ordinary Shares, representing approximately 1.1% of our total outstanding shares.
According to our transfer agent, as of April 21, 2024, there were three record holders in the United States (including Cede & Co., the nominee of the Depositary Trust Company, holding approximately 44.7% of our outstanding Ordinary Shares) holding a total of 64,926,808 Ordinary Shares, representing approximately 44.8% of our total outstanding shares.
Cheng, please refer to above. Kat Yu David Chan , 40, has been the Executive President and Co-COO of Lanvin Group since inception. Mr. Chan is also acting as the interim Chief Financial Officer of Lanvin Group until a permanent replacement is appointed. He currently serves as board member of Lanvin, Sergio Rossi, St. John and Caruso.
Kat Yu David, Chan , 41, has been the Executive President of Lanvin Group since its inception. Mr. Chan is also the Chief Financial Officer of Lanvin Group. He currently serves as a board member for four of Lanvin Group’s brands: Lanvin, Sergio Rossi, St. John Knits and Caruso. At Lanvin Group, Mr.
John and Oasis Fashion, which later rebranded to become Fosun Fashion Brand Management. Prior to joining the Lanvin Group, Mr. Chan served as the board observer of Cirque de Soleil, and Managing Director at China Momentum Fund, a cross-border private equity fund under Fosun International. Prior to joining Fosun, Mr.
Prior to joining the Lanvin Group, Mr. Chan served as a board observer of Cirque de Soleil, and Managing Director of the China Momentum Fund, a cross-border private equity fund managed by Fosun International. Prior to joining Fosun International, Mr. Chan was an investment professional at Alcentra, a subsidiary of BNY Mellon. Mr.
Name Age Position Yun Cheng 47 Chief Executive Officer, Chairman and Director Tong “Max” Chen 42 Director Zhen Huang 51 Director Weijin Fang 38 Director Mitchell Alan Garber 58 Independent Director Jennifer Fleiss 39 Independent Director Jurjan Wouda Kuipers 60 Independent Director Ceci Kurzman 53 Independent Director Yun Cheng is our Chief Executive Officer, chairman and director.
Name Age Position Zhen Huang 53 Chairman and Director Tong “Max” Chen 44 Director Weijin Fang 40 Director Chao Zou 42 Director Mitchell Alan Garber 60 Independent Director Jennifer Fleiss 41 Independent Director Jurjan Wouda Kuipers 62 Independent Director Ceci Kurzman 54 Independent Director Zhen Huang is chairman of our board of directors.
Kurzman is a music industry veteran and the founder of Nexus Management Group, Inc., a private investment company dedicated to innovative growth-stage businesses in the consumer, media and technology sectors. Ms.
Wouda Kuipers holds three master of law degrees (University of Amsterdam, Taxation, 1991; Erasmus University Rotterdam, Corporate Law, Civil Law, 1987). Ceci Kurzman is one of our independent directors. Ms. Kurzman is a music industry veteran and the founder of Nexus Management Group, Inc., a private investment company dedicated to innovative growth-stage businesses in the consumer, media and technology sectors.
Accordingly, all of the Ordinary Shares held by the Sponsor may be deemed to be beneficially held by Fred Hu. (3) Represents 8,651,247 Ordinary Shares held by Brilliant Fashion Holdings Limited, which is the settlor of our employee incentive award plan trust with Futu Trustee Limited as the trustee. See the section titled “Item 6.
According to this Schedule 13G/A, it represented 8,651,247 Ordinary Shares held by Brilliant Fashion Holdings Limited, which is the settlor of our employee incentive award plan trust with Futu Trustee Limited as the trustee. See the section titled “Item 6. Directors, Senior Management and Employees—B.
Name of Beneficial Owner Ordinary Shares % of Total Ordinary Shares / Voting Power Principal Shareholders Fosun International Limited (1) 85,054,571 64.9 % Fosun Fashion Holdings (Cayman) Limited (1) 78,982,980 60.3 % Primavera Capital Acquisition LLC (2) 15,280,000 10.8 % Brilliant Fashion Holdings Limited (3) 8,651,247 6.6 % Natixis (4) 7,919,466 6.0 % Directors and Executive Officers (5) Yun Cheng (3) 8,651,247 6.6 % Tong “Max” Chen — — Zhen Huang — — Weijin Fang — — Mitchell Alan Garber (6) * * Jennifer Fleiss — — Jurjan Wouda Kuipers — — Ceci Kurzman — — Kat Yu David Chan (7) * * Gong Cheng (7) * * All directors and executive officers as a group (10 individuals) 9,073,159 6.9 % * Less than 1% of the total number of issued and outstanding Ordinary Shares 135 Table of Contents (1) Represents (i) 78,982,980 Ordinary Shares held by Fosun Fashion Holdings (Cayman) Limited, including Ordinary Shares issued to Fosun Fashion Holdings (Cayman) Limited pursuant to the Initial PIPE Subscription Agreements, and (ii) 6,071,591 Ordinary Shares held by Yujing Fashion (BVI) Limited.
Name of Beneficial Owner Ordinary Shares % of Total Ordinary Shares / Voting Power Principal Shareholders Fosun International Limited (1) 85,054,571 58.65% Fosun Fashion Holdings (Cayman) Limited (1) 22,311,415 15.38% Meritz (2) 19,050,381 13.14% Primavera Capital Acquisition LLC (3) 15,280,000 10.5% Brilliant Fashion Holdings Limited (4) 8,651,247 6.0% Natixis (5) 7,919,466 5.5% Directors and Executive Officers (6) — — Zhen Huang — — Tong “Max” Chen — — Weijin Fang (4) 8,651,247 6.0% Chao Zou — — Mitchell Alan Garber (7) * * Jennifer Fleiss (8) * * Juljan Wouda Kuipers (8) * * Ceci Kurzman (8) * * Eric Chan — — Kat Yu David Chan (8) * * Gong Cheng (8) * * All directors and executive officers as a group (11 individuals) 9,073,159 6.3% (1) Based solely upon information contained in the most recent filed Schedule 13D/A of Fosun International Limited, filed with the SEC on April 9, 2024, reflecting beneficial ownership as of April 5, 2024.
Chan was the Investment Professional at Alcentra, a subsidiary under BNY Mellon. Mr. Chan holds a Bachelor’s Degree with dual majors in Economics and Mathematics from Emory University. 127 Table of Contents Gong Cheng, 33, is our Chief Risk Officer. Mr.
Chan holds a bachelor’s degree with dual majors in economics and mathematics from Emory University. 122 Table of Contents Gong Cheng , 34, is our Chief Risk Officer. Mr. Cheng has been with the Lanvin Group since 2018 in various legal roles and was appointed as the Chief Risk Officer of the Group since September 2021.
From 2012 to 2017, he was an attorney at Deheng Law Offices and Junhe LLP, where he specialized in capital markets and securities law. Mr. Cheng holds a Bachelor of Law degree from East China University of Political Science and Law. He also received his Master of Laws degree from Boston University, School of Law. Mr.
Cheng holds a Bachelor of Law degree from East China University of Political Science and Law. He also received his Master of Laws degree from Boston University, School of Law. Mr. Cheng is also a part-time tutor at East China University of Political Science and Law, Wenbo College. B.
Fang is primarily responsible for human resource strategic planning, organization design and development, talent recruitment, leadership development and mechanism innovation. Prior to joining Fosun Tourism Group, Ms.
Weijin Fang has served as a member of our board of directors. She is primarily responsible for human resource strategic planning, organization design and development, talent recruitment, leadership development and mechanism innovation.
The business address of Yujing Fashion (BVI) Limited is Fuxing Rd East 2, Shanghai, 200010, China. (2) Represents the number of Ordinary Shares beneficially owned by the Sponsor, consisting of (i) 5,000,000 Ordinary Shares held by the Sponsor, and (ii) 10,280,000 Ordinary Shares issuable upon the exercise of 10,280,000 Private Placement Warrants.
According to this schedule 13G, it represented the number of Ordinary Shares beneficially owned by Primavera Capital Acquisition LLC (the “Sponsor”), consisting of (i) 5,000,000 Ordinary Shares held by the Sponsor, and (ii) 10,280,000 Ordinary Shares issuable upon the exercise of 10,280,000 Private Placement Warrants.
Our executive officers receive the awards under the BF Plan. We will pay our independent directors annual cash retainer, along with equity awards.
Compensation In 2023, we paid an aggregate of €2.48 million (using the average exchange rate for the year of 2023) in cash compensation and benefits in kind to our directors and executive officers as a group. Our executive officers receive the awards under the BF Plan. We will pay our independent directors annual cash retainer, along with equity awards.
At Lanvin Group, Mr. Chan is responsible for leading multiple aspects of Lanvin Group’s activities including merging and acquisition, brand operation, setting the vision and strategy, key personnel recruitment, and define and track key success factors and guidelines for the portfolio brands. Mr. Chan has led the acquisition of Lanvin , Sergio Rossi, St.
Chan is responsible for leading multiple aspects of Lanvin Group’s activities including mergers and acquisitions, brand operations, key personnel recruitment, and vision and strategy implementation for all of Lanvin Group’s brands. Mr. Chan led the acquisitions of Lanvin, Sergio Rossi, St. John and Oasis Fashion, which had later been rebranded to become Fosun Fashion Brand Management.
Therefore, Yun Cheng has voting power and dispositive power over Ordinary Shares held by Brilliant Fashion Holdings Limited and may be deemed the beneficial owner of such Ordinary Shares, including 1,619,752 of which, Yun Cheng has dispositive power over due to her right to receive within 60 days after March 31, 2023 the economic beneficiary interest corresponding to such number of Ordinary Shares pursuant to our employee incentive award plan.
(7) Represents (i) 421,912 Ordinary Shares held by Stephenson Management Inc., a holding company wholly-owned by Mitchell Alan Garber and his spouse Anne-Marie Boucher, and (ii) certain Ordinary Shares held by Brilliant Fashion Holdings Limited over which Mitchell Alan Garber has dispositive power due to his right to receive within 60 days after April 21, 2024 the economic beneficiary interest corresponding to such number of Ordinary Shares pursuant to our employee incentive award plan.
Cheng has been with the Lanvin Group since 2018 in various legal roles and was appointed as the Chief Risk Officer of the Group since September 2021. Prior to joining the Lanvin Group, Mr. Cheng served as legal counsel in an offshore private equity fund managed by Fosun.
Prior to joining the Lanvin Group, Mr. Cheng served as legal counsel in an offshore private equity fund managed by Fosun. From 2012 to 2017, he was an attorney at Deheng Law Offices and Junhe LLP, where he specialized in capital markets and securities law. Mr.
Directors, Senior Management and Employees — B. Compensation—Share Incentive Plan.” As the sole director of Brilliant Fashion Holdings Limited, Yun Cheng is the administrator of our employee incentive award plan. In addition, Yun Cheng is the sole shareholder of Creative Fashion Holdings Limited, which holds the sole voting share (Class A ordinary share) of Brilliant Fashion Holdings Limited.
Compensation—Share Incentive Plan.” As the sole director of Brilliant Fashion Holdings Limited, Weijin Fang is the administrator of the Issuer’s employee incentive award plan. Therefore, Weijin Fang has voting power and dispositive power over Ordinary Shares held by Brilliant Fashion Holdings Limited and may be deemed the beneficial owner of such Ordinary Shares.
Koo, and unvested Awards as of the same date were forfeited and canceled. 130 Table of Contents C. Board Practices Board of Directors Our board of directors consists of eight directors as of the date of this annual report. Of these eight directors, four are independent.
This policy enables us to reclaim any surplus incentive-based compensation from both current and former executive officers subsequent to an accounting restatement. C. Board Practices Board of Directors Our board of directors consists of eight directors as of the date of this annual report. Of these eight directors, four are independent.
Huang holds a Bachelor degree in economics from Shanghai University of Finance and Economics and an MBA degree from Webster University. Weijin Fang is the Senior Vice President and CHO of Fosun Tourism Group, Co-CHO of Fosun Happiness Business Group. Ms.
Ms Fang is currently the Fosun Global Partner, Member of Fosun Ecosystem Committee, Happiness Business Group Partner, Fosun Tourism Group Partner, Senior Vice President and Chief Human Resources Officer (CHO) of Fosun Tourism Group, and Co-CHO of Fosun Happiness Industrial Operation Committee. Ms.
Ms. Fang obtained Bachelor degree of Economics from Shanghai University and Bachelor Degree of Commerce from University of Technology Sydney in 2007. Mitchell Alan Garber C.M. is one of our independent directors. Mr. Garber is a Canadian lawyer, a board member of Shutterfly Inc, Rackspace Technologies, The NHL Seattle Kraken and Aiola Inc.
Zou served as the Incharge of Innovation Finance Department of Shimao Group, and Assurance Manager in KPMG China. Mr. Zou holds a bachelor’s degree in business administration and a master’s degree in business management from Shanghai University of Finance and Economics. Mitchell Alan Garber C.M is one of our independent directors. Mr.
Removed
Apart from her appointments with the Lanvin Group, Ms. Cheng is also the Vice President and a Global Partner of Fosun International Limited (HKSE Stock Code: 0656). In addition, Ms.
Added
Prior to joining Fosun, she worked in KPMG China as Senior HR Business Advisor from 2007 to 2017, responsible for general HR management and organization development. Ms. Fang obtained her bachelor’s degree of economics from Shanghai University and bachelor’s degree of commerce from University of Technology Sydney in 2007.
Removed
Cheng is the Chairman and CEO of French luxury brand Lanvin, a member of International Advisory Board of China Europe International Business School (CEIBS) and Advisory Committee of CEIBS Global Branding Strategy & Fashion Industry Research Fund. Ms. Cheng has extensive experience in investment and financing, corporate strategy and portfolio management. Prior to joining the Fosun Group, Ms.
Added
She obtained her MBA from Shanghai Jiaotong University and Kedge Business School in France in 2023. Chao Zou is a member of our board of directors.
Removed
Cheng served as a CFO of DJI Innovation, Finance Director of TPG and Controller of GE Capital Group in Greater China. Ms.
Added
He also serves as the Executive President, Co-Chief Investment Officer and Board Secretary of Shanghai Yuyuan Tourist Mart (Group) Co., Ltd., the Chairman of Supervisory Board of Tom Tailor GmbH, the Director of Shede Spirits Co., Ltd. and Jinhui Liquor Co., Ltd., and the Director of Shanghai Diamond Exchange. Prior to joining Fosun Group, Mr.
Removed
Wouda Kuipers holds three master of law degrees (University of Amsterdam, Taxation, 1991; Erasmus University Rotterdam, Corporate Law, Civil Law, 1987). 126 Table of Contents Ceci Kurzman is one of our independent directors. Ms.
Added
Garber is a Canadian born lawyer and business executive. He is currently a board member of Shutterfly Inc, Rackspace Technologies, The NHL Seattle Kraken and Aiola Inc. He is a senior advisor to Apollo Global Management and has been CEO of public companies on the NASDAQ, NYSE, and LSE, and has led numerous large M&A transactions.
Removed
Kurzman also serves as a senior advisor at Dynasty Equity and Cityrock Funds. Ms. Kurzman is a graduate of Harvard College.
Added
Ms. Kurzman is a graduate of Harvard College. Ms. Yun Cheng was our Chief Executive Officer, chairman and director since our inception until her resignation in December 2023. Ms. Cheng’s resignation did not result from any dispute or disagreement with our Company or our board of directors regarding our practices, policies, or otherwise.
Removed
Kat Yu David Chan, our Executive President, is acting as our Chief Financial Officer on an interim basis while we undertake a search for Mr. Koo’s replacement. Ms. Xiaojing Grace Zhao was our Executive President and Co-COO since 2020. For personal reasons, Ms.
Added
Eric Chan , 56, has been our Chief Executive Officer since December 2023. He is also acting as the Co-Chairman at Greater Yuyuan Commercial Development Group. Before joining Fosun Group in 2018, Mr.
Removed
Cheng is also a part-time tutor at East China University of Political Science and Law, Wenbo College. B. Compensation In 2022, we paid an aggregate of €3.3 million (using the average exchange rate for the year of 2022) in cash compensation and benefits in kind to our directors and executive officers as a group.
Added
Chan had held senior roles at other international corporations, including SECOO Group, K11 Concepts under Hong Kong New World Development Group, Wharf Group, CB Richard Ellis, Hong Kong MTR Corporation and Four Seasons Hotels & Resorts Group. As a seasoned executive, Mr.
Removed
Certain corporate governance practices in the Cayman Islands, our home country, may differ significantly from NYSE corporate governance listing standards.
Added
Chan has over 30 years’ experience across a wide spectrum in commercial industry throughout omni-channel shopping platform, luxury commercial real estate projects, as well as offices and high-end hotels & resorts. Mr. Chan holds a bachelor’s degree from The Hong Kong Polytechnic University for hotel management and an MBA degree from The University of Leicester.
Removed
Shanghai Yuyuan Tourist Mart (Group) Co., Ltd (SSE Stock Code: 600655) is majority-owned by Fosun International Limited (HKSE Stock Code: 0656) indirectly through a number of intermediate subsidiaries. The business address of Fosun Fashion Holdings (Cayman) Limited is 3701-02, Tower S2, Bund Finance Center, 600 Zhongshan Rd East No.2, Shanghai, 200010, China.
Added
Under these agreements, we agree to indemnify each director against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being a director of the Company.
Removed
The business address of Brilliant Fashion Holdings Limited is 3701-02, Tower S2, Bund Finance Center, 600 Zhongshan Rd East No.2, Shanghai, 200010, China.
Added
The BF Plan will terminate on the tenth anniversary of the later of: (i) its effective date; and (ii) the date when the board of BF approved the most recent increase in the number of BF Shares subject to the BF Plan.
Removed
(5) The business address of each of the directors and executive officers of the Company is 3701-02, Tower S2, Bund Finance Center, 600 Zhongshan Rd East No.2, Shanghai, 200010, China. (6) Represents 421,912 Ordinary Shares held by Stephenson Management Inc., a holding company wholly-owned by Mitchell Alan Garber and his spouse Anne-Marie Boucher.
Added
Koo, and unvested Awards as of the same date were forfeited and canceled. (5) Ms. Cheng was the Chief Executive Officer of Lanvin Group since our inception until her resignation in December 2023. Ms. Cheng’s resignation did not result from any dispute or disagreement with our Company or our board of directors regarding our practices, policies, or otherwise.
Added
Vested Awards as of the date of her resignation were retained by Ms. Cheng, and unvested Awards as of the same date were forfeited and canceled. Clawback Policy In 2023, we implemented a Clawback Policy to adhere to SEC rules and New York Stock Exchange listing criteria.
Added
The percentage of our Ordinary Shares beneficially owned is computed on the basis of 145,021,452 Ordinary Shares issued and outstanding as of the date of April 21, 2024, which does not reflect our repurchase of 1,328,704 Ordinary Shares from Meritz on April 30, 2024 pursuant to a side letter between us and Meritz.
Added
According to this Schedule 13D/A, the aggregate amount of 85,054,571 Ordinary Shares beneficially owned by Fosun International Limited included (i) 22,311,415 Ordinary Shares held by Fosun Fashion Holdings (Cayman) Limited and (ii) 6,071,591 Ordinary Shares held by Yujing Fashion (BVI) Limited. Fosun Fashion Holdings (Cayman) Limited is wholly-owned by Fosun International Limited (HKSE Stock Code: 0656).

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Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

12 edited+8 added−4 removed38 unchanged
Upon the consummation of the Business Combination, each PCAC warrant outstanding immediately prior to the Business Combination was assumed by us and converted into our Warrant. 137 Table of Contents Forward Purchase Agreements Prior to its initial public offering, PCAC entered into a forward purchase agreement with each of Sky Venture and Aspex, pursuant to which each of Sky Venture and Aspex committed to subscribe for and purchase 4,000,000 PCAC Class A ordinary shares, plus 1,000,000 PCAC warrants, or the forward purchase units, for an aggregate purchase price equal to $40 million immediately prior to the Initial Merger Effective Time.
Upon the consummation of the Business Combination, each PCAC warrant outstanding immediately prior to the Business Combination was assumed by us and converted into our Warrant. 131 Table of Contents Forward Purchase Agreements Prior to its initial public offering, PCAC entered into a forward purchase agreement with each of Sky Venture and Aspex, pursuant to which each of Sky Venture and Aspex committed to subscribe for and purchase 4,000,000 PCAC Class A ordinary shares, plus 1,000,000 PCAC warrants, or the forward purchase units, for an aggregate purchase price equal to $40 million immediately prior to the Initial Merger Effective Time.
As a result of the Business Combination, PCAC has ceased to exist and the surviving company from the Mergers has become a wholly-owned subsidiary of the Company. 139 Table of Contents PIPE Subscription Agreements Concurrently with the execution of the Business Combination Agreement, PCAC, the Company and the Initial PIPE Investors entered into the Initial PIPE Subscription Agreements pursuant to which the Initial PIPE Investors agreed to subscribe for, in the aggregate, 5,000,000 Ordinary Shares for $10.00 per share for an aggregate purchase price equal to $50 million.
As a result of the Business Combination, PCAC has ceased to exist and the surviving company from the Mergers has become a wholly-owned subsidiary of the Company. 133 Table of Contents PIPE Subscription Agreements Concurrently with the execution of the Business Combination Agreement, PCAC, the Company and the Initial PIPE Investors entered into the Initial PIPE Subscription Agreements pursuant to which the Initial PIPE Investors agreed to subscribe for, in the aggregate, 5,000,000 Ordinary Shares for $10.00 per share for an aggregate purchase price equal to $50 million.
Lease Agreement We leased certain property for retail stores from Shanghai Fosun Bund Property Co., Ltd., which is a joint venture of Fosun International. In 2020, 2021 and 2022, we recognized rental expenses of nil, €0.4 million and €1.2 million to Shanghai Fosun Bund Property Co., Ltd.
Lease Agreement We leased certain property for retail stores from Shanghai Fosun Bund Property Co., Ltd., which is a joint venture of Fosun International. In 2021, 2022 and 2023, we recognized rental expenses of €0.4 million, €1.2 million and €1.1 million to Shanghai Fosun Bund Property Co., Ltd.
Pursuant to these lock-up agreements, our securities (other than our Ordinary Shares acquired pursuant to the PIPE Subscription Agreements or in the public market) received by the Sponsor, certain PCAC insiders and such FFG shareholders (including all FFG Selling Securityholders) in the Business Combination (relating to more than 94% of the outstanding shares of FFG prior to the closing of the Business Combination) are locked-up and subject to transfer restrictions for a period of time following the closing of the Business Combination subject to certain exceptions.
Pursuant to these lock-up agreements, our securities (other than our Ordinary Shares acquired pursuant to the PIPE Subscription Agreements or in the public market) received by the Sponsor, certain PCAC insiders and such FFG shareholders in the Business Combination (relating to more than 94% of the outstanding shares of FFG prior to the closing of the Business Combination) were locked-up and subject to transfer restrictions for a period of time following the closing of the Business Combination subject to certain exceptions.
Warrant Assignment, Assumption and Amendment Agreement Concurrently with the execution of the Business Combination Agreement, the Company, PCAC and Continental Stock Transfer & Trust Company entered into an amendment and restatement (the “Assignment, Assumption and Amendment Agreement”) of the Existing Warrant Agreement, pursuant to which, among other things, PCAC assigned all of its right, title and interest in the Existing Warrant Agreement to us effective upon the Closing, and we assumed the warrants provided for under the Existing Warrant Agreement.
Certain additional existing shareholders of FFG subsequently acceded to the agreement. 134 Table of Contents Warrant Assignment, Assumption and Amendment Agreement Concurrently with the execution of the Business Combination Agreement, the Company, PCAC and Continental Stock Transfer & Trust Company entered into an amendment and restatement (the “Assignment, Assumption and Amendment Agreement”) of the Existing Warrant Agreement, pursuant to which, among other things, PCAC assigned all of its right, title and interest in the Existing Warrant Agreement to us effective upon the Closing, and we assumed the warrants provided for under the Existing Warrant Agreement.
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS A. Major Shareholders See “Item 6. Directors, Senior Management and Employees—E. Share Ownership.” 136 Table of Contents B.
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS A. Major Shareholders See “Item 6. Directors, Senior Management and Employees—E. Share Ownership.” B.
Following a share capitalization on September 21, 2020 and Chenling Zhang’s waiver of her right to receive shares under such capitalization, the Sponsor held an aggregate of 10,409,375 founder shares and then, on January 5, 2021, in connection with entering into certain forward purchase agreements, transferred to Sky Venture and Aspex an aggregate of 1,000,000 founder shares for no cash consideration.
Following a share capitalization on September 21, 2020 and Chenling Zhang’s waiver of her right to receive shares under such capitalization, the Sponsor held an aggregate of 10,409,375 founder shares and then, on January 5, 2021, in connection with entering into certain forward purchase agreements, transferred to Sky Venture Partners L.P.
On October 28, 2022, PCAC, the Company, FFG and Fosun Fashion Holdings (Cayman) Limited entered into a letter agreement, pursuant to which Fosun Fashion Holdings (Cayman) Limited was no longer obligated to surrender any ordinary shares of FFG, notwithstanding the terms of the FFG Shareholder Support Deed. 140 Table of Contents Investor Rights Agreement Concurrently with the execution of the Business Combination Agreement, LGHL, the Sponsor, PCAC, FFG and a substantial number of FFG shareholders entered into the Investor Rights Agreement, pursuant to which, among other things, (i) we agreed to register for resale, pursuant to Rule 415 under the Securities Act, within certain period after the closing date of our Business Combination, certain Ordinary Shares and other equity securities held by certain parties from time to time, (ii) the Sponsor and such existing shareholders of FFG were granted certain registration rights with respect to their respective Ordinary Shares, in each case, on the terms and subject to the conditions set forth in the Investor Rights Agreement, and (iii) we agreed that our board of directors shall initially consist of seven (7) directors, with the Sponsor having the right to appoint and remove one (1) individual to serve as a director and the remaining directors nominated by the nominating and corporate governance committee of our board of directors in consultation with the Sponsor and in accordance with the nominating and corporate governance committee’s policies and procedures.
Investor Rights Agreement Concurrently with the execution of the Business Combination Agreement, LGHL, the Sponsor, PCAC, FFG and a substantial number of FFG shareholders entered into the Investor Rights Agreement, pursuant to which, among other things, (i) we agreed to register for resale, pursuant to Rule 415 under the Securities Act, within certain period after the closing date of our Business Combination, certain Ordinary Shares and other equity securities held by certain parties from time to time, (ii) the Sponsor and such existing shareholders of FFG were granted certain registration rights with respect to their respective Ordinary Shares, in each case, on the terms and subject to the conditions set forth in the Investor Rights Agreement, and (iii) we agreed that our board of directors shall initially consist of seven (7) directors, with the Sponsor having the right to appoint and remove one (1) individual to serve as a director and the remaining directors nominated by the nominating and corporate governance committee of our board of directors in consultation with the Sponsor and in accordance with the nominating and corporate governance committee’s policies and procedures.
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. 138 Table of Contents As part of the Business Combination: (i) each of PCAC units (each consisting of one PCAC Class A ordinary share and one-half of one redeemable PCAC warrant) outstanding immediately prior to the Initial Merger Effective Time (to the extent not already separated) was separated into one PCAC Class A ordinary shares and one-half of one PCAC warrant; (ii) immediately following the separation of each PCAC units, each (x) PCAC Class A ordinary share and (y) PCAC Class B ordinary shares, issued and outstanding immediately prior to the Initial Merger Effective Time was canceled in exchange for the right to receive one Ordinary Share; (iii) each PCAC warrant outstanding immediately prior to the Initial Merger Effective Time was assumed by us and converted into one Warrant, subject to substantially the same terms and conditions as were applicable to such PCAC warrant immediately prior to the Initial Merger Effective Time; (iv) each ordinary share, non-voting ordinary share and preferred share in FFG held by the shareholders of FFG issued and outstanding immediately prior to the effective time of the Second Merger (excluding the FFG Collateral Share) was canceled in exchange for the right to receive such number of newly issued Ordinary Shares that is equal to the quotient obtained by dividing $2.6926188 by $10.00 (subject to rounding); and (v) the FFG Collateral Share was canceled in exchange for the right to receive one Convertible Preference Share.
As part of the Business Combination: (i) each of PCAC units (each consisting of one PCAC Class A ordinary share and one-half of one redeemable PCAC warrant) outstanding immediately prior to the Initial Merger Effective Time (to the extent not already separated) was separated into one PCAC Class A ordinary shares and one-half of one PCAC warrant; (ii) immediately following the separation of each PCAC units, each (x) PCAC Class A ordinary share and (y) PCAC Class B ordinary shares, issued and outstanding immediately prior to the Initial Merger Effective Time was canceled in exchange for the right to receive one Ordinary Share; (iii) each PCAC warrant outstanding immediately prior to the Initial Merger Effective Time was assumed by us and converted into one Warrant, subject to substantially the same terms and conditions as were applicable to such PCAC warrant immediately prior to the Initial Merger Effective Time; (iv) each ordinary share, non-voting ordinary share and preferred share in FFG held by the shareholders of FFG issued and outstanding immediately prior to the effective time of the Second Merger (excluding the FFG Collateral Share) was canceled in exchange for the right to receive such number of newly issued Ordinary Shares that is equal to the quotient obtained by dividing $2.6926188 by $10.00 (subject to rounding); and (v) the FFG Collateral Share was canceled in exchange for the right to receive one Convertible Preference Share.
Most of such shareholder loans have interest rates ranging from 6% to 10% per annum, with terms ranging from one to two years. As of December 31, 2020, 2021 and 2022, we had amounts due to Fosun International and its subsidiaries (excluding accrued interest) of €3.4 million, €46.0 million and €14.1 million.
Most of such shareholder loans have interest rates ranging from 6% to 10% per annum, with terms ranging from one to two years. As of December 31, 2021, 2022 and 2023, we had amounts due to Fosun International and its subsidiaries (excluding accrued interest) of €46.0 million, €14.1 million and €25.9 million. On March 30, 2023, Jeanne Lanvin S.A.
Consulting Agreement We engaged Shanghai Fosun High Technology (Group) Co., Ltd., a subsidiary of Fosun International, as consulting agent in relation to the acquisition of Sergio Rossi. In 2020, 2021 and 2022, we paid consulting expenses of nil, €0.3 million and nil to Shanghai Fosun High Technology (Group) Co., Ltd. 141 Table of Contents C.
Consulting Agreement We engaged Shanghai Fosun High Technology (Group) Co., Ltd., a subsidiary of Fosun International, as consulting agent in relation to the acquisition of Sergio Rossi.
Business Combination On March 23, 2022, we entered into the Business Combination Agreement, by and among LGHL, PCAC, FFG, Merger Sub 1 and Merger Sub 2, which was subsequently amended on October 17, 2022, October 20, 2022, October 28, 2022 and December 2, 2022.
As of December 31, 2021 and September 30, 2022, the amount of such fees due to the Sponsor were $110,000 and nil, respectively. 132 Table of Contents Business Combination On March 23, 2022, we entered into the Business Combination Agreement, by and among LGHL, PCAC, FFG, Merger Sub 1 and Merger Sub 2, which was subsequently amended on October 17, 2022, October 20, 2022, October 28, 2022 and December 2, 2022.
Removed
As of December 31, 2021 and September 30, 2022, the amount of such fees due to the Sponsor were $110,000 and nil, respectively.
Added
(“Sky Venture”) and Aspex an aggregate of 1,000,000 founder shares for no cash consideration.
Removed
See “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Lock-Up Agreements” for additional information.
Added
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.
Removed
Certain additional FFG shareholders subsequently acceded to the deed.
Added
As of December 14, 2023, all these lock-up agreements have expired.
Removed
Certain additional existing shareholders of FFG subsequently acceded to the agreement. All of FFG Selling Securityholders are party to the Investor Rights Agreement.
Added
Certain additional FFG shareholders subsequently acceded to the deed. On October 28, 2022, PCAC, the Company, FFG and Fosun Fashion Holdings (Cayman) Limited entered into a letter agreement, pursuant to which Fosun Fashion Holdings (Cayman) Limited was no longer obligated to surrender any ordinary shares of FFG, notwithstanding the terms of the FFG Shareholder Support Deed.
Added
(“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”).
Added
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.
Added
As of December 31, 2023, the amount owed to Meritz (excluding accrued interest) was €21.6 million. 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.
Added
In 2021, we paid consulting expenses of €0.3 million to Shanghai Fosun High Technology (Group) Co., Ltd (“Shanghai Fosun High Technology”), and we did not enter into any consulting agreement with Shanghai Fosun High Technology in 2022 and 2023. 135 Table of Contents C. Interests of Experts and Counsel Not applicable.

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