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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 — 2023 vs 2024

Top changes in Lanvin Group Holdings Ltd's 2024 20-F

573 paragraphs added · 661 removed · 472 edited across 6 sections

Item 2. Properties

Properties — owned and leased real estate

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ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 6 ITEM 3. KEY INFORMATION 6 A. [Reserved] 9 B. Capitalization and Indebtedness 9 C. Reasons for the Offer and Use of Proceeds 9 D. Risk Factors 9 ITEM 4. INFORMATION ON THE COMPANY 47 A. History and Development of the Company 47 B. Business Overview 49 C. Organizational Structure 70 D.
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 5 ​ ​ ​ ​ ​ ​ ITEM 3. KEY INFORMATION 5 ​ ​ ​ ​ ​ ​ ITEM 4. INFORMATION ON THE COMPANY 47 ​ ​ ​ ​ ​ ​ ITEM 4.A UNRESOLVED STAFF COMMENTS 70 ​ ​ ​ ​ ​ ​ ITEM 5.
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Property, Plants and Equipment 71 ITEM 4A. UNRESOLVED STAFF COMMENTS 71 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 72 A. Operating Results 72 B. Liquidity and Capital Resources 108 C. Research and Development, Patents and Licenses, etc. 116 D. Trend Information 116 E. Critical Accounting Estimates 117 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 121 A.
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OPERATING AND FINANCIAL REVIEW AND PROSPECTS 70 ​ ​ ​ ​ ​ ​ ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 105 ​ ​ ​ ​ ​ ​ ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 116 ​ ​ ​ ​ ​ ​ ITEM 8. FINANCIAL INFORMATION 120 ​ ​ ​ ​ ​ ​ ITEM 9.
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Directors and Senior Management 121 B. Compensation 123 C. Board Practices 125 D. Employees 129 E. Share Ownership 129 F. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation 130 ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 131 A. Major Shareholders 131 B. Related Party Transactions 131 C. Interests of Experts and Counsel 136 ITEM 8.
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THE OFFER AND LISTING 121 ​ ​ ​ ​ ​ ​ ITEM 10. ADDITIONAL INFORMATION 121 ​ ​ ​ ​ ​ ​ ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 129 ​ ​ ​ ​ ​ ​ ITEM 12.
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FINANCIAL INFORMATION 136 A. Consolidated Statements and Other Financial Information 136 B. Significant Changes 136 ITEM 9. THE OFFER AND LISTING 136 A. Offer and Listing Details 136 B. Plan of Distribution 136 C. Markets 136 D. Selling Shareholders 136 E. Dilution 136 F. Expenses of the Issue 137 ITEM 10. ADDITIONAL INFORMATION 137 A. Share Capital 137 B.
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DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 130 ​ ​ ​ ​ ​ PART II ​ ​ ​ 131 ​ ​ ​ ​ ​ ​
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Memorandum and Articles of Association 137 C. Material Contracts 137 D. Exchange Controls 137 E. Taxation 137 F. Dividends and Paying Agents 144 i Table of Contents G. Statement by Experts 144 H. Documents on Display 145 I. Subsidiary Information 145 J. Annual Report to Security Holders 145 ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 145

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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We have also not made any transfers, dividends, or distributions to our shareholders as of the date of this annual report other than the cash dividend of $1.0 million and $1.0 million paid to Meritz in 2022 and 2023, respectively. On March 30, 2023, Jeanne Lanvin S.A.
We have also not made any transfers, dividends, or distributions to our shareholders as of the date of this annual report other than the cash dividend of $1.0 million, $1.0 million paid to Meritz in 2022 and 2023, respectively. On March 30, 2023, Jeanne Lanvin S.A.
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.
Nonetheless, the interpretation and implementation of the Revised Cybersecurity Review Measures is subject to uncertainties, and the relevant laws and regulations may also change in the future.
Nonetheless, the interpretation and implementation of the Revised Cybersecurity Review Measures is subject to uncertainties, and the relevant laws and regulations may also change in the future.
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.
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. • We qualify as an “emerging growth company” within the meaning of the Securities Act, and as we intend to take advantage of certain exemptions from disclosure requirements available to emerging growth companies, it could make our securities less attractive to investors and may make it more difficult to compare our performance to the performance of other public companies. 12 Table of Contents • We are a “controlled company” within the meaning of NYSE listing rules and, as a result, can rely on exemptions from certain corporate governance requirements that provide protection to shareholders of other companies. • Fosun, being our controlling shareholder, has substantial influence over us and Fosun’s interests may not be aligned with the interests of our other shareholders, and Fosun losing control of us may materially and adversely impact us and our Securities. • We have granted in the past, and we will also grant in the future, share incentives and economic beneficiary rights scheme, which may result in increased share-based compensation expenses. • 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. • We may be subject to U.S. foreign investment regulations which may limit certain investors’ ability to purchase our securities.
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. 11 Table of Contents ● We qualify as an “emerging growth company” within the meaning of the Securities Act, and as we intend to take advantage of certain exemptions from disclosure requirements available to emerging growth companies, it could make our securities less attractive to investors and may make it more difficult to compare our performance to the performance of other public companies. ● We are a “controlled company” within the meaning of NYSE listing rules and, as a result, can rely on exemptions from certain corporate governance requirements that provide protection to shareholders of other companies. ● Fosun, being our controlling shareholder, has substantial influence over us and Fosun’s interests may not be aligned with the interests of our other shareholders, and Fosun losing control of us may materially and adversely impact us and our Securities. ● We have granted in the past, and we will also grant in the future, share incentives and economic beneficiary rights scheme, which may result in increased share-based compensation expenses. ● 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. ● We may be subject to U.S. foreign investment regulations which may limit certain investors’ ability to purchase our securities.
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.
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. 5 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.
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.
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.
We will remain an emerging growth company until the earliest of (i) becoming a “large accelerated filer,” with at least $700 million of equity securities held by non-affiliates, (ii) the last day of the fiscal year in which we have total annual gross revenue of $1.07 billion or more during such fiscal year (as indexed for inflation), (iii) the date on which we have issued more than $1 billion in non-convertible debt in the prior three-year period or (iv) the last day of the fiscal year following the fifth anniversary of the closing date of our Business Combination.
We will remain an emerging growth company until the earliest of (i) becoming a “large accelerated filer,” with at least $700 million of equity securities held by non-affiliates, (ii) the last day of the fiscal year in which we have total annual gross revenue of $1.235 billion or more during such fiscal year (as indexed for inflation), (iii) the date on which we have issued more than $1 billion in non-convertible debt in the prior three-year period or (iv) the last day of the fiscal year following the fifth anniversary of the closing date of our Business Combination.
If one or more of our distribution facilities or those of our distribution partners experience operational difficulties or becomes inoperable, it could have a material adverse effect on our business, results of operations and financial condition. • Our revenues and operating results are affected by the seasonal nature of our business and cyclical trends in consumer spending. • If our suppliers, licensees, or other business partners, or the suppliers used by our licensees fail to use legal and ethical business practices, our business could suffer. • 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. • We could be adversely affected if we are unable to negotiate, maintain or renew our license agreements. • If our trademarks and intellectual property or other proprietary rights are not adequately protected to prevent use or appropriation by third parties, the value of our brand and other intangible assets may be diminished, and our business may be adversely affected. • We are subject to certain laws, litigation, regulatory matters and ethical standards, and compliance or our failure to comply with or adequately address developments as they arise could adversely affect our reputation and operations. • We are subject to legal and regulatory risk. • Changes to taxation or the interpretation or application of tax laws could have an adverse impact on our results of operations and financial condition. • We are subject to risks associated with climate change and other environmental impacts and increased focus by stakeholders on environment, social and governance (“ESG”) matters. 10 Table of Contents • We may lose key employees or may be unable to hire qualified employees. • We depend on highly specialized craftsmanship and skills. • We are exposed to fluctuations in currency exchange rates. • We are subject to risks related to the complexity and uncertainty in interpretation of transfer pricing rules. • We operate in many countries around the world and, accordingly, we are exposed to various international business, regulatory, social and political risks. • Changes in global economic, political or social conditions or government policies could have a material adverse effect on our business and operations. • 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. • If we were to become subject to the oversight, discretion or control of PRC government authorities over overseas offerings of securities and/or foreign investments, it may result in a material adverse change in our operations, 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, which would materially affect the interests of the investors. • Changes in tax laws, regulations and policies in jurisdictions in which we operate may materially and adversely affect our results of operations and financial condition. • Because of the costs and difficulties inherent in managing cross-border business operations, our results of operations may be negatively impacted. • The conflict in Ukraine and sanctions and export controls imposed in response to the conflict, including on Russia and Belarus, may adversely affect our business and other escalating global trade tensions, wars and conflicts, and the adoption or expansion of economic sanctions, export controls, or other trade restrictions could negatively affect us. • Adverse developments affecting the financial services industry, such as actual events or concerns involving liquidity, defaults or non-performance by financial institutions or transactional counterparties, could adversely affect our business operations, results of operations and financial condition. • We rely to a significant extent on dividends and other distributions on equity paid by our principal operating subsidiaries to fund offshore cash and financing requirements.
If one or more of our distribution facilities or those of our distribution partners experience operational difficulties or becomes inoperable, it could have a material adverse effect on our business, results of operations and financial condition. ● Our revenues and operating results are affected by the seasonal nature of our business and cyclical trends in consumer spending. ● If our suppliers, licensees, or other business partners, or the suppliers used by our licensees fail to use legal and ethical business practices, our business could suffer. ● 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. ● We could be adversely affected if we are unable to negotiate, maintain or renew our license agreements. ● If our trademarks and intellectual property or other proprietary rights are not adequately protected to prevent use or appropriation by third parties, the value of our brand and other intangible assets may be diminished, and our business may be adversely affected. ● We are subject to certain laws, litigation, regulatory matters and ethical standards, and compliance or our failure to comply with or adequately address developments as they arise could adversely affect our reputation and operations. ● We are subject to legal and regulatory risk. ● Changes to taxation or the interpretation or application of tax laws could have an adverse impact on our results of operations and financial condition. 9 Table of Contents ● We are subject to risks associated with climate change and other environmental impacts and increased focus by stakeholders on environment, social and governance (“ESG”) matters. ● We may lose key employees or may be unable to hire qualified employees. ● We depend on highly specialized craftsmanship and skills. ● We are exposed to fluctuations in currency exchange rates. ● We are subject to risks related to the complexity and uncertainty in interpretation of transfer pricing rules. ● We operate in many countries around the world and, accordingly, we are exposed to various international business, regulatory, social and political risks. ● 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. ● If we were to become subject to the oversight, discretion or control of PRC government authorities over overseas offerings of securities and/or foreign investments, it may result in a material adverse change in our operations, 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, which would materially affect the interests of the investors. ● Changes in PRC tax laws, regulations and policies may materially and adversely affect our results of operations and financial condition, as well as your investment in our securities. ● Costs and difficulties inherent in managing cross-border business operations may negatively affected our results of operations. ● The conflict in Ukraine and sanctions and export controls imposed in response to the conflict, including on Russia and Belarus, may adversely affect our business and other escalating global trade tensions, wars and conflicts, and the adoption or expansion of economic sanctions, export controls, or other trade restrictions could negatively affect us. ● Adverse developments affecting the financial services industry, such as actual events or concerns involving liquidity, defaults or non-performance by financial institutions or transactional counterparties, could adversely affect our business operations, results of operations and financial condition. ● We rely to a significant extent on dividends and other distributions on equity paid by our principal operating subsidiaries to fund offshore cash and financing requirements.
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.
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; ● 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. 19 Table of Contents We face intense competition in the personal luxury goods industry.
Meritz has a right to put all Subscription Shares (“Put Option”) at a predetermined price upon the occurrence of any of the predetermined events set out in the Amended and Restated Meritz Relationship Agreement.
Furthermore, Meritz has a right to put all Subscription Shares (“Put Option”) at a predetermined price upon the occurrence of any of the predetermined events set out in the Amended and Restated Meritz Relationship Agreement.
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. • The success of our luxury fashion businesses depends on the value of our brands and, if the value of any of those brands were to diminish, our business could be adversely affected. • 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. • The long-term growth of our business depends on the successful execution of our strategic initiatives and we may not be able to continue to develop and grow our businesses. • Our growth depends, in part, on our continued retail expansion, and we may not be successful in undertaking such expansion. • Our business is heavily dependent on the ability and desire of consumers to shop. • Our inability to effectively execute our e-commerce strategy could materially adversely affect the reputation of our brands and our revenue and our operating results may be harmed. • 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. • Failure to accurately forecast consumer demand could lead to excess inventories or inventory shortages, which could result in decreased operating margins, reduced cash flows, and harm to our business. 9 Table of Contents • Counterfeit or ”knock-off” products, as well as products that are “inspired by” our brands may siphon off demand for our brands’ products and may result in customer confusion, harm to our brands, a loss of our market share and/or a decrease in our results of operations. • We are dependent on suppliers for our products and raw materials, which poses risks to our business operations. • We face intense competition in the personal luxury goods industry. • Our customer relationships and sales have been and may be negatively impacted if we do not anticipate and respond to consumer preferences and fashion trends or manage inventory levels appropriately. • 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. • A data security or privacy breach could damage our reputation and our relationships with our customers or employees, expose us to litigation risk, and adversely affect our business. • We are exposed to the risk that personal information of our customers, employees and other parties collected in the course of our operations may be damaged, lost, stolen, divulged or processed for unauthorized purposes. • Future economic conditions, including volatility in the financial and credit markets, may adversely affect our business. • Significant inflation could adversely affect our results of operations and financial condition. • We are dependent on a limited number of distribution facilities operated by us as well as those of our distribution partners.
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. ● The success of our luxury fashion businesses depends on the value of our brands and, if the value of any of those brands were to diminish, our business could be adversely affected. ● Changes in global economic, political or social conditions or government policies could have a material adverse effect on our business and operations. ● 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. ● The long-term growth of our business depends on the successful execution of our strategic initiatives and we may not be able to continue to develop and grow our businesses. ● Our growth depends, in part, on our continued retail expansion, and we may not be successful in undertaking such expansion. ● Our business is heavily dependent on the ability and desire of consumers to shop. ● Our inability to effectively execute our e-commerce strategy could materially adversely affect the reputation of our brands and our revenue and our operating results may be harmed. ● 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. ● Failure to accurately forecast consumer demand could lead to excess inventories or inventory shortages, which could result in decreased operating margins, reduced cash flows, and harm to our business. 8 Table of Contents ● Counterfeit or ”knock-off” products, as well as products that are “inspired by” our brands may siphon off demand for our brands’ products and may result in customer confusion, harm to our brands, a loss of our market share and/or a decrease in our results of operations. ● We are dependent on suppliers for our products and raw materials, which poses risks to our business operations. ● We face intense competition in the personal luxury goods industry. ● Our customer relationships and sales have been and may be negatively impacted if we do not anticipate and respond to consumer preferences and fashion trends or manage inventory levels appropriately. ● 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. ● A data security or privacy breach could damage our reputation and our relationships with our customers or employees, expose us to litigation risk, and adversely affect our business. ● We are exposed to the risk that personal information of our customers, employees and other parties collected in the course of our operations may be damaged, lost, stolen, divulged or processed for unauthorized purposes. ● Future economic conditions, including volatility in the financial and credit markets, may adversely affect our business. ● Significant inflation could adversely affect our results of operations and financial condition. ● We are dependent on a limited number of distribution facilities operated by us as well as those of our distribution partners.
These changes include the introduction of a global minimum tax at a rate of 15% under the Two-Pillar Solution to Address the Tax Challenges of the Digitalisation of the Economy, agreed upon by over 130 jurisdictions under the Organization for Economic Co-operation and Development/G20 Inclusive Framework on Base Erosion and Profit Shifting and implemented from 2024.
These changes include the introduction of a global minimum tax at a rate of 15% under the Two-Pillar Solution to Address the Tax Challenges of the Digitalisation of the Economy (“Pillar 2”), agreed upon by over 130 jurisdictions under the Organization for Economic Co-operation and Development/G20 Inclusive Framework on Base Erosion and Profit Shifting and implemented from 2024.
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.
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.
Corresponding to the proposed new rules on overseas listing, the Special Administrative Measures (Negative List) for Foreign Investment Access (2021 Edition) (the “2021 National Negative List”) and the Special Administrative Measures (Negative List) for Foreign Investment Access in Pilot Free Trade Zones (2021 Edition) (the “2021 FTZ Negative List”) (collectively the “2021 Negative Lists”) promulgated on December 27, 2021 provide that any domestic enterprise engaged in businesses prohibited by the 2021 Negative Lists that intends to issue and list shares overseas shall obtain pre-approval from relevant authorities, the foreign investors shall not participate in the management of the enterprise, and that the shareholding percentage of foreign investors shall comply with the relevant measures applicable to foreign investors’ domestic securities investments by reference.
Corresponding to the proposed new rules on overseas listing, the Special Administrative Measures (Negative List) for Foreign Investment Access (2024 Edition) (the “2024 National Negative List”) and the Special Administrative Measures (Negative List) for Foreign Investment Access in Pilot Free Trade Zones (2021 Edition) (the “2021 FTZ Negative List”) promulgated on December 27, 2021 (collectively the “Negative Lists”) provide that any domestic enterprise engaged in businesses prohibited by the Negative Lists that intends to issue and list shares overseas shall obtain pre-approval from relevant authorities, the foreign investors shall not participate in the management of the enterprise, and that the shareholding percentage of foreign investors shall comply with the relevant measures applicable to foreign investors’ domestic securities investments by reference.
Risks Relating to Our Securities • The trading price of our securities has been and is likely to continue to be volatile, which could result in substantial losses to holders of our securities. • 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. 11 Table of Contents • A certain number of our Warrants will become exercisable for our Ordinary Shares, which would increase the number of shares eligible for future resale in the public market and result in dilution to our shareholders. • 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. • Future resales of our Ordinary Shares issued to Fosun and its affiliates may cause the market price of our securities to drop significantly, even if our business is doing well. • The Existing Warrant Agreement designates the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by Warrant holders, which could limit the ability of Warrant holders to obtain a favorable judicial forum for disputes with us in connection with such Warrants. • 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. • 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. • We qualify as a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are exempt from certain provisions applicable to United States domestic public companies and will follow certain home-country corporate governance practices in lieu of certain NYSE requirements applicable to U.S. issuers. • As a company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from NYSE corporate governance listing standards applicable to domestic U.S. companies; these practices may afford less protection to shareholders than they would enjoy if we complied fully with NYSE corporate governance listing standards. • You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because we are incorporated under the laws of the Cayman Islands, we conduct substantially all of our operations, and a majority of our directors and executive officers reside, outside of the United States.
Risks Relating to Our Securities ● The trading price of our securities has been and is likely to continue to be volatile, which could result in substantial losses to holders of our securities. 10 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 certain number of our Warrants have become exercisable for our Ordinary Shares, which would increase the number of shares eligible for future resale in the public market and result in dilution to our shareholders. ● 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. ● Future resales of our Ordinary Shares issued to Fosun and its affiliates may cause the market price of our securities to drop significantly, even if our business is doing well. ● The Existing Warrant Agreement designates the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by Warrant holders, which could limit the ability of Warrant holders to obtain a favorable judicial forum for disputes with us in connection with such Warrants. ● The requirements of being a public company may strain our resources and divert our management’s attention. ● 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. ● We qualify as a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are exempt from certain provisions applicable to United States domestic public companies and will follow certain home-country corporate governance practices in lieu of certain NYSE requirements applicable to U.S. issuers. ● As a company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from NYSE corporate governance listing standards applicable to domestic U.S. companies; these practices may afford less protection to shareholders than they would enjoy if we complied fully with NYSE corporate governance listing standards. ● You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because we are incorporated under the laws of the Cayman Islands, we conduct substantially all of our operations, and a majority of our directors and executive officers reside, outside of the United States.
See “—As a ‘foreign private issuer’ under the rules and regulations of the SEC, we are permitted to, and will, file less or different information with the SEC than a company incorporated in the United States or otherwise subject to these rules, and will follow certain home-country corporate governance practices in lieu of certain NYSE requirements applicable to U.S. issuers .” We are a “controlled company” within the meaning of NYSE listing rules and, as a result, can rely on exemptions from certain corporate governance requirements that provide protection to shareholders of other companies.
See “—As a ‘foreign private issuer’ under the rules and regulations of the SEC, we are permitted to, and will, file less or different information with the SEC than a company incorporated in the United States or otherwise subject to these rules, and will follow certain home-country corporate governance practices in lieu of certain NYSE requirements applicable to U.S. issuers . ” 44 Table of Contents We are a “controlled company” within the meaning of NYSE listing rules and, as a result, can rely on exemptions from certain corporate governance requirements that provide protection to shareholders of other companies.
We are required to provide an annual management report on the effectiveness of our internal control over financial reporting commencing with our fiscal year ending December 31, 2023. In addition, once we cease to be an “emerging growth company,” our independent registered public accounting firm must attest to and report on the effectiveness of our internal control over financial reporting.
We are required to provide an annual management report on the effectiveness of our internal control over financial reporting commencing with our fiscal year ending December 31, 2024. In addition, once we cease to be an “emerging growth company,” our independent registered public accounting firm must attest to and report on the effectiveness of our internal control over financial reporting.
Sale of a substantial amount of our Ordinary Shares by Meritz in the open market or in privately negotiated transactions, which could have the effect of increasing the volatility in our Ordinary Shares price or putting significant downward pressure on the price of our securities. 43 Table of Contents We have identified material weaknesses in our internal control over financial reporting.
Sale of a substantial amount of our Ordinary Shares by Meritz in the open market or in privately negotiated transactions, which could have the effect of increasing the volatility in our Ordinary Shares price or putting significant downward pressure on the price of our securities. 42 Table of Contents We have identified material weaknesses in our internal control over financial reporting.
Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Meritz Private Placement” and “Item 7. Major Shareholders and Other Related Party Transactions—B. Related Party Transactions—Other Related Party Transactions—Shareholder Loans.” The Holding Foreign Companies Accountable Act We may be subject to the risk of trading prohibitions under the Holding Foreign Companies Accountable Act, or the HFCA Act.
See “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Meritz Private Placement” and “Item 7. Major Shareholders and Other Related Party Transactions—B. Related Party Transactions—Other Related Party Transactions—Shareholder Loans.” The Holding Foreign Companies Accountable Act We may be subject to the risk of trading prohibitions under the Holding Foreign Companies Accountable Act, or the HFCA Act.
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.
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 . ” 7 Table of Contents A. [Reserved] B. Capitalization and Indebtedness Not required. C. Reasons for the Offer and Use of Proceeds Not required. D.
As a result, capital appreciation, if any, of our Ordinary Shares may be an investor’s sole source of gain for the foreseeable future. 42 Table of Contents 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 a result, capital appreciation, if any, of our Ordinary Shares may be an investor’s sole source of gain for the foreseeable future. 41 Table of Contents 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.
We face intense competition in the personal luxury goods industry. Competition is intense in the luxury consumer goods industry. We compete with numerous luxury fashion designers (whether domestically or globally), brand owners, manufacturers and retailers of apparel, accessories and footwear, some of which have greater resources than we do.
Competition is intense in the luxury consumer goods industry. We compete with numerous luxury fashion designers (whether domestically or globally), brand owners, manufacturers and retailers of apparel, accessories and footwear, some of which have greater resources than we do.
For example, under the PRC Enterprise Income Tax Law and its implementation rules, an enterprise established outside of the PRC with its “de facto management body” within the PRC is considered a “resident enterprise” and will be subject to the enterprise income tax on its global income at the rate of 25%.
Under the PRC Enterprise Income Tax Law and its implementation rules, an enterprise established outside of the PRC with its “de facto management body” within the PRC is considered a “resident enterprise” and will be subject to the enterprise income tax on its global income at the rate of 25%.
We operate a limited number of distribution facilities, and our portfolio brands work with licensees for distribution of specific products, including but not limited to Marchon as Lanvin’s exclusive eyewear licensee and distributor, CWF as Lanvin’s exclusive childrenswear licensee and distributor, and Delta as Wolford’s licensee of lingerie, production and distribution license.
We operate a limited number of distribution facilities, and our portfolio brands work with licensees for distribution of specific products, including but not limited to CWF as Lanvin’s exclusive childrenswear licensee and distributor, and Delta as Wolford’s licensee of lingerie, production and distribution license.
We have also made capital injections and intercompany loans totaling RMB1.1 million, $3.7 million and $2.5 million to our Chinese subsidiaries in 2021, 2022 and 2023, respectively. Other than the loan repayment of $1.0 million by St.
We have also made capital injections and intercompany loans totaling $3.7 million and $2.5 million to our Chinese subsidiaries in 2022 and 2023, respectively. Other than the loan repayment of $1.0 million and $2.0 million by St.
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.
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. 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.
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.
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. 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.
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.
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.
Any further developments that might adversely impact financial institutions to which we have exposure in could materially and adversely affect our business operations, results of operations and overall financial condition. We rely to a significant extent on dividends and other distributions on equity paid by our principal operating subsidiaries to fund offshore cash and financing requirements.
Any further developments that might adversely impact financial institutions to which we have exposure in could materially and adversely affect our business operations, results of operations and overall financial condition. 33 Table of Contents We rely to a significant extent on dividends and other distributions on equity paid by our principal operating subsidiaries to fund offshore cash and financing requirements.
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.
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.
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.
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. 46 Table of Contents
We may experience shipping delays should there be any disruptions in our new warehouse management systems or warehouses themselves. 23 Table of Contents Our revenues and operating results are affected by the seasonal nature of our business and cyclical trends in consumer spending. The apparel business is subject to seasonal fluctuations and cyclical trends in consumer spending.
We may experience shipping delays should there be any disruptions in our new warehouse management systems or warehouses themselves. Our revenues and operating results are affected by the seasonal nature of our business and cyclical trends in consumer spending. The apparel business is subject to seasonal fluctuations and cyclical trends in consumer spending.
If this were to occur, it could affect our ability to ensure the distinctive quality of certain of our products in the future, which in turn could have a material adverse effect on our business, results of operations and financial condition. We are exposed to fluctuations in currency exchange rates.
If this were to occur, it could affect our ability to ensure the distinctive quality of certain of our products in the future, which in turn could have a material adverse effect on our business, results of operations and financial condition. 27 Table of Contents We are exposed to fluctuations in currency exchange rates.
Board Practices—Foreign Private Issuer Status.” As a company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from NYSE corporate governance listing standards applicable to domestic U.S. companies; these practices may afford less protection to shareholders than they would enjoy if we complied fully with NYSE corporate governance listing standards.
Board Practices—Foreign Private Issuer Status.” 39 Table of Contents As a company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from NYSE corporate governance listing standards applicable to domestic U.S. companies; these practices may afford less protection to shareholders than they would enjoy if we complied fully with NYSE corporate governance listing standards.
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.
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.
We entered into a side letter with Meritz on April 30, 2024, which modified the Amended and Restated Relationship Agreement. Pursuant to the side letter, we agreed to repurchase from Meritz 5,245,648 Ordinary Shares in aggregate for a total purchase price of $20.0 million.
We entered into a side letter with Meritz on April 30, 2024, which modified the Amended and Restated Relationship Agreement. Pursuant to the side letter, we repurchased from Meritz 5,245,648 Ordinary Shares in aggregate for a total purchase price of $20.0 million.
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.
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.
The occurrence of any of the foregoing could result in substantial decline in the trading price of our securities. We have granted in the past, and we will also grant in the future, share incentives and economic beneficiary rights scheme, which may result in increased share-based compensation expenses.
The occurrence of any of the foregoing could result in substantial decline in the trading price of our securities. 45 Table of Contents We have granted in the past, and we will also grant in the future, share incentives and economic beneficiary rights scheme, which may result in increased share-based compensation expenses.
If we fail to continue to develop and grow the brands’ businesses, our financial condition and results of operations may be materially adversely affected. Our growth depends, in part, on our continued retail expansion, and we may not be successful in undertaking such expansion.
If we fail to continue to develop and grow the brands’ businesses, our financial condition and results of operations may be materially adversely affected. 15 Table of Contents Our growth depends, in part, on our continued retail expansion, and we may not be successful in undertaking such expansion.
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.
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. 35 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.
Due to these material weaknesses, our management concluded that our internal control over financial reporting was not effective as of December 31, 2023.
Due to these material weaknesses, our management concluded that our internal control over financial reporting was not effective as of December 31, 2024.
Financial difficulties of customers and licensees may also affect the ability of our customers and licensees to access credit markets or lead to higher credit risk relating to receivables from customers and licensees. Significant inflation could adversely affect our results of operations and financial condition.
Financial difficulties of customers and licensees may also affect the ability of our customers and licensees to access credit markets or lead to higher credit risk relating to receivables from customers and licensees. 22 Table of Contents Significant inflation could adversely affect our results of operations and financial condition.
The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Our management has identified certain material weaknesses in our internal control over financial reporting as of December 31, 2023.
The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. 43 Table of Contents Our management has identified certain material weaknesses in our internal control over financial reporting as of December 31, 2024.
Our PRC subsidiaries accounted for less than 50% of our consolidated revenues, profit, total assets and net assets in 2021, 2022 and 2023.
Our PRC subsidiaries accounted for less than 50% of our consolidated revenues, profit, total assets and net assets in 2022, 2023 and 2024.
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.
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.
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.
The shareholders’ agreement entered into by and between Fosun Industrial Holdings Limited 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.
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.
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 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.
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. 24 Table of Contents Any future acquisitions may not be successful, may not benefit our business strategy, may not generate sufficient revenues to offset the associated acquisition costs or may not otherwise result in the intended benefits.
Our DOSs have a high level of fixed costs, which affect profits from the retail channel. A reduction in sales or a decrease in revenues from the retail channel could, in light of the high level of fixed costs, have a material adverse effect on our business, results of operations and financial condition.
A reduction in sales or a decrease in revenues from the retail channel could, in light of the high level of fixed costs, have a material adverse effect on our business, results of operations and financial condition.
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.
As a result of the restricted share units (“RSUs”) granted under the RSU Scheme, we incurred share-based compensation of €0.6 million, €2.7 million and €7.4 million for the years ended December 31, 2024, 2023 and 2022, respectively.
We believe that the possibility of Fosun losing control over us in the foreseeable future is remote because: (1) Fosun and its affiliates holds in the aggregate hold approximately 58.7% of our voting power as of the date of this annual report; (2) Fosun has confirmed to us that there is no current commercial intention for Fosun to lose control of us in the foreseeable future; and (3) Fosun has delivered an undertaking to us in which it has undertaken not to take, or permit to be taken, any action that could result in FFG Lucky SAS ceasing to be an affiliate of Fosun or Fosun Industrial Holdings Limited, or any other action that could result in FFG Lucky SAS being obligated under the Lanvin SHA to transfer the relevant equity securities in Arpège SAS to any person who is not us or our subsidiaries.
We believe that the possibility of Fosun losing control over us in the foreseeable future is remote because: (1) Fosun and its affiliates holds in the aggregate hold approximately 64.63% of our voting power as of April 21, 2025; (2) Fosun has confirmed to us that there is no current commercial intention for Fosun to lose control of us in the foreseeable future; and (3) Fosun has delivered an undertaking to us in which it has undertaken not to take, or permit to be taken, any action that could result in FFG Lucky SAS ceasing to be an affiliate of Fosun or Fosun Industrial Holdings Limited, or any other action that could result in FFG Lucky SAS being obligated under the Lanvin SHA to transfer the relevant equity securities in Arpège SAS to any person who is not us or our subsidiaries.
Our business is subject to various taxes in different jurisdictions, which include, among others, value added tax, excise duty, registration tax and other indirect taxes. We are exposed to the risk that our overall tax burden may increase in the future.
Our business is subject to various taxes in different jurisdictions across EMEA, North America and Asia, which include, among others, value added tax, excise duty, registration tax and other indirect taxes. We are exposed to the risk that our overall tax burden may increase in the future.
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.
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 €239.8 million, €146.3 million and €189.3 million in the years ended December 31, 2022, 2023 and 2024, respectively.
If consumers are confused by these other products and believe them to be actual products from our brands, we could be forced to deal with dissatisfied customers who mistakenly blame us for poor service or poor-quality goods.
We could also be required to increase our marketing and advertising spend. If consumers are confused by these other products and believe them to be actual products from our brands, we could be forced to deal with dissatisfied customers who mistakenly blame us for poor service or poor-quality goods.
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.
PRC Permissions and Approvals We conduct a portion (approximately 10.3% of our revenues in 2024 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.
Alternatively, if a court were to find this provision of the Existing Warrant Agreement inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result in a diversion of the time and resources of our management and board of directors.
Alternatively, if a court were to find this provision of the Existing Warrant Agreement inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result in a diversion of the time and resources of our management and board of directors. 37 Table of Contents The requirements of being a public company may strain our resources and divert our management’s attention.
John to us in August 2023, none of our direct subsidiaries made any dividends, distributions, or repayments to us in 2021, 2022 and 2023.
John to us in August 2023 and in July 2024, respectively, none of our direct subsidiaries made any dividends, distributions, or repayments to us in 2022, 2023 and 2024.
(“JLSA”) as the borrower, LGHL as the guarantor and 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 (the “Facility”). In 2023, a total of JPY502.3 million under the Facility was repaid to Meritz, including both principal and interest. See “Item 5.
(“JLSA”) as the borrower, LGHL as the guarantor and 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 (the “Facility”). In 2023 and 2024, JPY502.3 million and JPY962.2 million, respectively, under the Facility was repaid to Meritz, including both principal and interest.
After we acquired Sergio Rossi in 2021, Sergio Rossi S.p.A received capital injections of EUR5.0 million, EUR13.0 million and EUR11.0 million in 2021, 2022 and 2023, respectively. In 2023, Sergio Rossi S.p.A received a shareholder loan of EUR3.5million from us.
After we acquired Sergio Rossi in 2021, Sergio Rossi S.p.A received capital injections of EUR13.0 million, EUR11.0 million and EUR11.5 million in 2022, 2023 and 2024, respectively. In 2023 and 2024, Sergio Rossi S.p.A received a shareholder loan of EUR3.5 million and EUR1.8 million, respectively, from us.
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. 12 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.
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.
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.
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.
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.
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. 13 Table of Contents We have sought preliminary legal advice and believe we have strong legal defense to such 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 such allegations. No formal legal proceedings have been brought by the minority shareholders to date.
Our existing and future investments in U.S. companies may also be subject to U.S. foreign investment regulations. The Committee on Foreign Investment in the United States (“CFIUS”) has authority to review direct or indirect foreign investments in U.S. companies.
We may be subject to U.S. foreign investment regulations which may limit certain investors’ ability to purchase our securities. Our existing and future investments in U.S. companies may also be subject to U.S. foreign investment regulations. The Committee on Foreign Investment in the United States (“CFIUS”) has authority to review direct or indirect foreign investments in U.S. companies.
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.
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.
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.
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.
If we are unable to renew our lease agreements on economic terms consistent with or more beneficial than those currently applicable, or if we are forced to accept rental charges which are substantially higher than the existing ones, this could have a material adverse effect on our business, results of operations and financial condition.
If we are unable to renew our lease agreements on economic terms consistent with or more beneficial than those currently applicable, or if we are forced to accept rental charges which are substantially higher than the existing ones, this could have a material adverse effect on our business, results of operations and financial condition. 20 Table of Contents Our DOSs have a high level of fixed costs, which affect profits from the retail channel.
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.
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. Liquidity and Capital Resources—Meritz Private Placement” for further details.
However, we do not expect Chinese subsidiaries to declare any dividends or pay capital expenses to our portfolio brands in the near future. We made capital injections of EUR50.0 million in 2021, EUR50.0 million in 2022 and EUR27.0 million in 2023 into Lanvin brand portfolio through Arpège SAS, as well as EUR7.9 million in Raffaele Caruso S.p.A. in 2021.
However, we do not expect Chinese subsidiaries to declare any dividends or pay capital expenses to our portfolio brands in the near future. We made capital injections of EUR50.0 million in 2022, EUR27.0 million in 2023 and EUR40.5 million in 2024 into Lanvin brand portfolio through Arpège SAS, Jeanne Lanvin S.A. and Lanvin Pacific Limited.
Payments from local subsidiaries to their parent brands are typically for purchase of inventories from the parent brand, and generally do not face any foreign exchange or capital control limitations. However, dividends and loan repayments may face similar restrictions as mentioned above.
Payments from local subsidiaries to their parent brands are typically for purchase of inventories from the parent brand, and generally do not face any foreign exchange or capital control limitations.
We also made an advance payment of EUR1.0million in Raffaele Caruso S.p.A in 2023. Caruso also received a shareholder loan of EUR2.5 million, EUR5.5 million and EUR1.0 million from us in 2021, 2022 and 2023, respectively. We have waived part of the repayment of shareholder loan by Caruso. In 2023, we paid EUR11.78 million for the subscription of Wolford shares.
We also made an advance payment of EUR1.0 million and EUR0.5 million in Raffaele Caruso S.p.A in 2023 and 2024, respectively. Caruso also received a shareholder loan of EUR5.5 million and EUR1.0 million from us in 2022 and 2023, respectively. We have waived part of the repayment of shareholder loan by Caruso.
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.
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.
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.
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, the recent geopolitical tensions and conflicts, including the conflicts in the Middle East and Ukraine, has affected the regional stability and could have a broader economic impact globally.
In addition, the recent geopolitical tensions and conflicts, including the conflicts in the Middle East and Ukraine, has affected the regional stability and could have a broader economic impact globally. Furthermore, trade policies and tariffs between major economics may have significant economic implications.
Additionally, factors such as results differing from guidance, changes in sales and operating income in the peak seasons, changes in our market valuations, performance results for the general retail industry, announcements by us or our industry peers or changes in analysts’ recommendations may cause volatility in the price of our common stock and our shareholder returns.
Additionally, factors such as results differing from guidance, changes in sales and operating income in the peak seasons, changes in our market valuations, performance results for the general retail industry, announcements by us or our industry peers or changes in analysts’ recommendations may cause volatility in the price of our common stock and our shareholder returns. 23 Table of Contents If our suppliers, licensees, or other business partners, or the suppliers used by our licensees fail to use legal and ethical business practices, our business could suffer.
Any such tax may reduce the returns on your investment in our common stock. Costs and difficulties inherent in managing cross-border business operations may negatively affected our results of operations. Because of the costs and difficulties inherent in managing cross-border business operations, our results of operations may be negatively impacted.
Any such tax may reduce the returns on your investment in our common stock. Costs and difficulties inherent in managing cross-border business operations may negatively affected our results of operations. Managing a business, operations, personnel or assets in another country is challenging and costly.
In the event that we obtain securities or industry analyst coverage, if one or more of the analysts who cover us downgrade their assessment or publish inaccurate or unfavorable research about our business, the market price and liquidity for our Ordinary Shares could be negatively impacted.
In the event that we obtain securities or industry analyst coverage, if one or more of the analysts who cover us downgrade their assessment or publish inaccurate or unfavorable research about our business, the market price and liquidity for our Ordinary Shares could be negatively impacted. 36 Table of Contents Future resales of our Ordinary Shares issued to Fosun and its affiliates may cause the market price of our securities to drop significantly, even if our business is doing well.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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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.
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, 2024, 2023 and 2022, St.
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.
A majority of the aforementioned suppliers are located in Europe (approximately 90%) 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.
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 .
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 .
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).
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 2024). We have over 600 raw material suppliers in total (although sourcing activities are separately carried out for each portfolio brand).
These relationships are nurtured in-store and online with respect to our DTC channel and in our showrooms with respect to our wholesale channel, with the aim of delivering a consistent and unique customer experience. We distribute and sell our products in around 80 countries worldwide through a well-established omni-channel network comprised of our DTC (including e-commerce), and wholesale distribution channels.
These relationships are nurtured in-store and online with respect to our DTC channel and in our showrooms with respect to our wholesale channel, with the aim of delivering a consistent and unique customer experience. We distribute and sell our products in around 62 countries worldwide through a well-established omni-channel network comprised of our DTC (including e-commerce), and wholesale distribution channels.
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.
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. 57 Table of Contents St.
In combination with the finest yarns, this technology creates the specific comfort and product quality underlying the Wolford brand and its reputation. All products are made in Europe: the tights and bodies are produced in Bregenz on around 220 individually customized round-knitting machines operated in premises with optimized climatic conditions.
In combination with the finest yarns, this technology creates the specific comfort and product quality underlying the Wolford brand and its reputation. All products are made in Europe: the tights and bodies are produced in Bregenz on around 200 individually customized round-knitting machines operated in premises with optimized climatic conditions.
We also leverage production capacities within the portfolio brands (for instance, Sergio Rossi produces shoes for Lanvin) and are continuously building our global sourcing capabilities in Europe, North America and Asia to avoid any supply disruptions in particular region(s).
We also leverage production capacities within the portfolio brands (for instance, Sergio Rossi produces shoes for Lanvin) and are continuously building our global sourcing capabilities in Europe and Asia to avoid any supply disruptions in particular region(s).
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.
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. St. John currently has four collections each year, Spring, Pre-Fall, Fall, and Resort, as well as occasional capsule collections.
While we are experiencing higher costs due to increased commodity prices and sourcing materials sourcing costs materials, in line with the entire industry, such cost increases do not apply to all types of raw materials sourced by our businesses.
While we are experiencing higher costs due to increased commodity prices and material cost, in line with the entire industry, such cost increases do not apply to all types of raw materials sourced by our businesses.
The first W line collection involved collaboration with Adidas and saw strong sales performance, Always open to creative ideas, Wolford has repeatedly worked together with prestigious designers in legwear, including Vivienne Westwood, Vetements and Amina Muaddi. Lingerie and beachwear . Wolford licenses its brand to a third-party for the manufacturing and distribution of lingerie and beachwear.
The first W line collection involved collaboration with Adidas and saw strong sales performance, Always open to creative ideas, Wolford has repeatedly worked together with prestigious designers in legwear, including Vivienne Westwood, Vetements and Amina Muaddi. 51 Table of Contents Lingerie and beachwear . Wolford licenses its brand to a third-party for the manufacturing and distribution of lingerie and beachwear.
Lanvin has a central warehouse located in France (near Paris) and two regional warehouses in the United States (near New York) and in China (near Shanghai). Transportation is conducted via third-party specialists engaged to transport goods by freight, air or sea, based on factors such as shipment size, distance traveled and urgency.
Lanvin has a central warehouse located in France (near Paris) and two regional warehouses in the United States (Florida) and in China (near Shanghai). Transportation is conducted via third-party specialists engaged to transport goods by freight, air or sea, based on factors such as shipment size, distance traveled and urgency.
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.
Our agent for service of process in the United States is Puglisi & Associates, 850 Library Avenue, Suite 204, Newark, Delaware 19711. ​ 48 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.
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.
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.” Cantor Dispute In 2023, Cantor Fitzgerald & Co.
At Sergio Rossi, each new collection is created by the design teams working in strong coordination with the merchandising team, allowing for a continuous cross-pollination of ideas and proposals. The new collections are therefore created by the designers and stylists considering market analysis and seasonal fashion trends.
At Sergio Rossi, each new collection is created by the design teams led by Paul Andrew, working in strong coordination with the merchandising team, allowing for a continuous cross-pollination of ideas and proposals. The new collections are therefore created by the designers and stylists considering market analysis and seasonal fashion trends.
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.
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.
We aim to continue to scale up out business with our unique objective to transform heritage brands, and invest in the future of our brands and talent. Milestone Events Below are our milestone events: April 2013 • First investment in a minority stake of St.
We aim to continue to scale up out business with our unique objective to transform heritage brands, and invest in the future of our brands and talent. 47 Table of Contents Milestone Events Below are our milestone events: April 2013 · First investment in a minority stake of 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.
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.
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.
These teams contribute to implementing our global vision with a clear portfolio strategy. 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.
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.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 Fosun Industrial Holdings Limited and certain minority shareholders of Arpège SAS (as subsequently acceded to by FFG Lily (Luxembourg) S.à.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.
Exclusive made-to-measure service for men’s tailoring and women’s eveningwear is offered in selected boutiques, and remains as a key to the brand’s strength and image. Footwear (including sneakers) . The footwear selection includes formal and casual styles made by hand in Italy.
Exclusive made-to-measure service for men’s tailoring and women’s eveningwear is offered in selected boutiques, and remains as a key to the brand’s strength and image. ​ 50 Table of Contents Footwear (including sneakers) . The footwear selection includes formal and casual styles made by hand in Italy.
Operations Our primary operations are divided among the locations where our portfolio brands are based, including France, Austria, Italy, the United States, Slovenia (where Wolford’s second manufacturing facility is located) and Mexico (where St. John’s manufacturing facility is located).
Operations Our primary operations are divided among the locations where our portfolio brands are based, including France, Austria, Italy, the United States and Slovenia (where Wolford’s second manufacturing facility is located).
The top 10 suppliers comprise 43.6% of St. John’s yearly spend. With regard to the network of external contractors, 31 are “full package,” whereby they are responsible for the entire manufacturing process, including the purchase of raw materials as specified by the St. John purchasing team from the nominated suppliers.
The top 10 suppliers comprise 52% of St. John’s yearly spend. With regard to the network of external contractors, 17 are “full package,” whereby they are responsible for the entire manufacturing process, including the purchase of raw materials as specified by the St. John purchasing team from the nominated suppliers.
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 .
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 .
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 .
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. Childrenswear .
Once the prototypes are approved, a sample collection is produced for internal review. At Caruso, the internal creative and design team provide a mood board indicating creative direction/inspiration and color themes.
Once the prototypes are approved, a sample collection is produced for internal review. 54 Table of Contents At Caruso, the internal creative and design team provide a mood board indicating creative direction/inspiration and color themes.
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.
John generated revenues of €79,267 thousand, €90,398 thousand and €85,884 thousand, respectively, representing 24.1%, 21.2% and 20.3% 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.
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.
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.
Operating Results—Non-IFRS Financial Measures.” Our products are sold through an extensive network of around 860 points of sale (“POSs”), including approximately 225 directly operated retail stores (across our five portfolio brands) as of December 31, 2024. We distribute our products worldwide via our retail and outlet stores, our wholesale customers and e-commerce platforms.
The contractual arrangements with this type of customer vary based on the retailer’s standard terms. • Online multi-brand stores. Lanvin branded products are also sold via prestigious online multi-brand stores such as Net- a- Porter, 24 Sevres, Luisa Via Roma and SSENSE. • Duty Free stores, with specific Lanvin branded spaces, such as DFS Lagardère in Greater China.
The contractual arrangements with this type of customer vary based on the retailer’s standard terms. ● Online multi-brand stores. Lanvin branded products are also sold via prestigious online multi-brand stores such as Net-a-Porter, 24 Sevres, Luisa Via Roma and SSENSE. ● Duty Free stores in generic spaces.
It announced in April 2023 the establishment of Lanvin Lab, which will incubate new ideas and concepts for the house, and a creative team for leather goods and accessories, each to operate alongside Lanvin’s main product lines.
Lanvin continues to evolve to respond to changing consumer preferences. It announced in April 2023 the establishment of Lanvin Lab, which will incubate new ideas and concepts for the house, and a creative team for leather goods and accessories, each to operate alongside Lanvin’s main product lines.
John, Caruso, Lanvin, Wolford and Sergio Rossi. While we were founded in 2018, each of our portfolio brands acquired has a long-standing history with a combined heritage over 390 years. Since incorporation, we have helped our brands to reinforce their organizational infrastructure with the aim to build a global luxury platform.
While we were founded in 2018, each of our portfolio brands acquired has a long-standing history with a combined heritage over 390 years. Since incorporation, we have helped our brands to reinforce their organizational infrastructure with the aim to build a global luxury platform.
The remaining four contractors are “ façon,” responsible for the garment construction and execution, with the raw materials supplied by St. John. St John’s leather products are mainly sourced from Italy. Regardless of the model, all St.
The remaining three contractors are “façon,” responsible for the garment construction and execution, with the raw materials supplied by St. John. St. John’s leather products are mainly sourced from India. Regardless of the model, all St.
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, 2024, 2023 and 2022, Wolford generated revenues of €87,891 thousand, €126,280 thousand and €125,514 thousand, respectively, representing 26.7%, 29.6% and 29.7% 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, 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.
For the years ended December 31, 2024, 2023 and 2022, Caruso generated revenues of €37,107 thousand, €40,011 thousand and €30,819 thousand, respectively, representing 11.3%, 9.4% and 7.3% 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.
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.
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.
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.
For the years ended December 31, 2024, 2023 and 2022, Lanvin generated revenues of €82,720 thousand, €111,740 thousand and €119,847 thousand, respectively, representing 25.2%, 26.2% and 28.4% 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.
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.
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.
The aesthetics and customer experience of Sergio Rossi DOSs are carefully planned and designed by the artistic direction team. Once opened, an internal staff of architects and visual merchandisers who are supported by external professional firms constantly maintain and restyle DOSs as required.
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. Once opened, an internal staff of architects and visual merchandisers who are supported by external professional firms constantly maintain and restyle DOSs as required.
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.
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 In 2024, approximately 77.7% of revenues from St.
St. John sources a wide variety of raw materials and trimmings through a vast network of trusted suppliers. In 2023, St. John had maintained relationships with 168 reputable raw material suppliers and 35 garment manufacturers. 84% of the materials are yarns and fabrics, sourced primarily in Europe, and the remaining 16% are items such as trimmings and hardware.
John sources a wide variety of raw materials and trimmings through a vast network of trusted suppliers. In 2024, St. John had maintained relationships with 122 reputable raw material suppliers and 20 garment manufacturers. 81% of the materials are yarns and fabrics, sourced primarily in Europe, and the remaining 19% are items such as trimmings and hardware.
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.
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 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.
In 2024, the wholesale channel and third parties production activity generated revenues representing 33.3% 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.
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.
Wholesale Channel As of December 31, 2024, the wholesale distribution network included 51 boutiques by Wolford’s partners. Wolford also sells products via approximately 1,100 wholesale partners, such as department stores and specialist retail stores. In 2024, the wholesale channel generated revenues representing 23.7% of revenues from Wolford.
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.
In 2024, the top 10 suppliers of Sergio Rossi accounted for around 39% of annual purchase and 95% 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 and 1% from the Greater China region.
The full package manufacturing model is employed for selected products, such as sneakers and espadrilles; the quality control is always direct responsibility. St. John produces 10% of its products in a company-owned factory in Baja, Mexico. Additional products are made via third-party contractors to support a wide array of knit and woven garments from the U.S., Portugal, India and China.
The full package manufacturing model is employed for selected products, such as sneakers and espadrilles; the quality control is always direct responsibility. In 2024, St. John ceased to manufacture products in-house. Products were made via third-party contractors to support a wide array of knit and woven garments from the U.S., Portugal, India and China. St.
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.
Wholesale Channel and Third Parties Production As of December 31, 2024, the wholesale distribution network included over 181 points of sale operated by wholesale customers and franchisees, of which 21 were in APAC, 147 were in EMEA and 13 were in North America.
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.
In 2024, 2023 and 2022, we recorded revenues of €328,610 thousand, €426,178 thousand and €422,312 thousand, respectively, loss for the year of €189,295 thousand, €146,253 thousand and €239,751 thousand, respectively and adjusted EBITDA (non-IFRS measure) of €(92,320) thousand, €(64,173) thousand and €(71,958) thousand, respectively. See “Item 5. Operating and Financial Review and Prospects—A.
Adverse decisions in one or more of these proceedings could require us to pay substantial damages. Litigation is subject to many uncertainties, and the outcome of individual matters is not predictable with assurance. An accrual is established in connection with pending or threatened litigation if a loss is probable and a reliable estimate can be made.
Litigation is subject to many uncertainties, and the outcome of individual matters is not predictable with assurance. An accrual is established in connection with pending or threatened litigation if a loss is probable and a reliable estimate can be made.
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.
In 2024, the wholesale channel generated revenues representing 22.1% of revenues from St. John. As with the DTC channel, St. John carefully manages and, if necessary, customizes the distribution policies for wholesale customers. 63 Table of Contents Caruso In 2024, revenues from Caruso were generated through the points of sale operated by the wholesale distribution channel including online multi-brand stores.
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.
In 2024, Wolford’s supply base included 100 material suppliers, of which approximately 24 suppliers supply yarn for the internal knitting production, and approximately 14 suppliers supply fabrics, and approximately 62 suppliers supply accessories such as zippers, buttons or elastic bands.
(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.
(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. 69 Table of Contents (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.
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.
John’s outsourced products are closely managed with stringent quality control. 56 Table of Contents In 2024, Caruso’s supplier base consisted of approximately 203 suppliers, around 76% of which are located in Italy. The top ten suppliers accounted for 55% of Caruso’s all purchases in 2024.
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 .
For the years ended December 31, 2024, 2023 and 2022, Sergio Rossi generated revenues of €41,910 thousand, €59,518 thousand and €61,929 thousand, respectively, representing 12.8%, 14.0% and 14.7% of our revenues. Sergio Rossi offers handmade footwear for women and men: Footwear for women .
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.
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. 52 Table of Contents Evening . Elegant ensembles suitable for dressier occasions from cocktail to black tie, and even everyday glamor.
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 .
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.
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.
(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.
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.
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.” 64 Table of Contents Employees As of December 31, 2024, 2023 and 2022, respectively, we had the following number of employees, categorized by brand and geographic locations as set forth in the tables below. ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ 2024 2023 2022 Lanvin Group 57 62 71 Lanvin 353 384 380 Wolford 881 952 1,321 Sergio Rossi 394 423 462 St.
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.
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.
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.
John were generated through the DTC channel including retail DTC channel and e-commerce DTC channel, and approximately 22.1% was generated through the points of sale operated by the wholesale distribution channel including online multi-brand stores. DTC Channel As of December 31, 2024, St. John operated 37 DOSs, of which 2 were in APAC and 35 were in North America.
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.
However, we do not expect that, even if we do not prevail or settle these allegations, the continued use of the Lanvin name by Arpège SAS and its subsidiaries, which constitute our Lanvin brand portfolio, will be affected. 67 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.
The DTC channel also includes an e-commerce shop operated directly through the website www.wolfordshop.com and other e- commerce platforms through which Wolford sells directly to customers (such as TMall, Farfetch and WeChat) and whose sales systems are integrated with Wolford’s sales and warehouse management systems.
In June 2021, Wolford opened Hangzhou Tower boutique - the first boutique in China in Hangzhou Tower and new concept of green and sustainability was first applied in Wolford’s store design and decoration. 61 Table of Contents The DTC channel also includes an e-commerce shop operated directly through the website www.wolfordshop.com and other e-commerce platforms through which Wolford sells directly to customers (such as TMall, Farfetch and WeChat) and whose sales systems are integrated with Wolford’s sales and warehouse management systems.
With more than 22,000 designs (both registered and unregistered) and more than 22,000 copyrights (both registered and unregistered), every season we select the most relevant and original products, patterns and, to the extent necessary, protect our rights, labels, and take action to protect their design and defend them against counterfeiting. 65 Table of Contents We devote significant resources to the protection and enhancement of our intellectual property assets and actively monitor the market for infringements or abuses of our trademarks and product designs.
With more than 22,000 designs (both registered and unregistered) and more than 22,000 copyrights (both registered and unregistered), every season we select the most relevant and original products, patterns and, to the extent necessary, protect our rights, labels, and take action to protect their design and defend them against counterfeiting.
Our headcounts decreased from 2022 to 2023, reflecting the implementation of the agile labor model in offline business, the promotion of online business and optimized manufacturing capacities. 66 Table of Contents We currently do not expect any labor shortages in the future that would significantly affect our business, except for labor shortages that result from any unforeseen and uncontrollable circumstances including wars, pandemic and natural disasters.
We currently do not expect any labor shortages in the future that would significantly affect our business, except for labor shortages that result from any unforeseen and uncontrollable circumstances including wars, pandemic and natural disasters.
The DTC channel also includes an e-commerce shop operated through the website www.sergiorossi.com, outlets, concessions within department stores around the world and other e-commerce platforms through which Sergio Rossi sells directly to customers (such as TMall and Farfetch) and whose sales systems are integrated with Sergio Rossi’s sales and warehouse management systems.
The DTC channel also includes an e-commerce shop operated through the website www.sergiorossi.com, outlets, concessions within department stores around the world and other e-commerce platforms through which Sergio Rossi sells directly to customers (such as TMall and Farfetch) and whose sales systems are integrated with Sergio Rossi’s sales and warehouse management systems. 62 Table of Contents Wholesale Channel and Third Parties Production As of December 31, 2024, the wholesale distribution network included over 111 points of sale operated by wholesale customers and franchisees, of which 33 were in APAC, 76 were in EMEA and 2 were in North America.
The Complaint seeks damages of approximately $5.18 million, plus interest and attorneys’ fees. We (along with the other defendants) filed an answer to the Complaint in which it asserted numerous defenses to Cantor’s claims. The parties have been engaged in fact discovery, which is almost complete as of the date of the report. C.
The Complaint seeks damages of approximately $5.18 million, plus interest and attorneys’ fees. We (along with the other defendants) filed an answer to the Complaint in which it asserted numerous defenses to Cantor’s claims. As of August 1, 2024, the relevant parties entered into a settlement agreement resolving the matter.
Marketing and Advertising Advertising and promotional support is a crucial tool for luxury companies like us to influence purchase selection, enhance brand recognition and encourage brand loyalty over time.
The distribution of finished products in all regions of Europe, USA and China is entrusted to the external suppliers. 58 Table of Contents Marketing and Advertising Advertising and promotional support is a crucial tool for luxury companies like us to influence purchase selection, enhance brand recognition and encourage brand loyalty over time.
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.
The following table sets forth a breakdown of our revenues by geographic areas for the years ended December 31, 2024, 2023 and 2022. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the years ended December 31, Increase/ (Decrease) (Euro thousands, except percentages) ​ 2024 2023 2022 2024 vs 2023 % 2023 vs 2022 % ​ EMEA (1) 145,207 201,871 205,715 (56,664) (28.1) % (3,844) (1.9) % North America (2) 128,448 147,310 145,519 (18,862) (12.8) % 1,791 1.2 % Greater China (3) 33,979 53,188 48,876 (19,209) (36.1) % 4,312 8.8 % Other Asia (4) 20,976 23,809 22,202 (2,833) (11.9) % 1,607 7.2 % Total Revenues 328,610 426,178 422,312 (97,568) (22.9) % 3,866 0.9 % (1) EMEA includes EU countries, the United Kingdom, Switzerland, the countries of Balkan Peninsula, Eastern Europe, Scandinavian countries, Kazakhstan, Azerbaijan and Middle East.
Wolford For the year ended December 31, 2023, approximately 69.2% of revenues from Wolford were generated through the DTC channel including retail DTC channel and e-commerce DTC channel, and approximately 30.1% was generated through the points of sale operated by the wholesale distribution channel including online multi-brand stores. 62 Table of Contents DTC Channel As of December 31, 2023, Wolford operated 150 DOSs worldwide covering more than 45 countries, of which 10 were in APAC, 116 were in EMEA and 24 were in North America.
Lanvin For the year ended December 31, 2024, approximately 52.7% of our revenues from Lanvin were generated through our DTC channel including both retail DTC channel and e-commerce DTC channel, approximately 32.8% was generated through the points of sale operated by our wholesale distribution channel including online multi-brand stores. 60 Table of Contents DTC Channel As of December 31, 2024, Lanvin operated 33 DOSs, of which 14 were in Greater China, 8 were in EMEA, 10 were in North America and 1 was in Other Asia.
Wholesale Channel As of December 31, 2023, the wholesale distribution network included over 60 points of sale operated by wholesale customers and franchisees, of which 9 were in APAC, 12 were in EMEA and 41 were in North America. For the year ended December 31, 2023, the wholesale channel generated revenues representing 21.2% of revenues from St. John.
Wholesale Channel As of December 31, 2024, the wholesale distribution network included 244 points of sale operated by wholesale customers and franchisees, of which 7 were in APAC, 156 were in EMEA and 81 were in North America. In 2024, the wholesale channel generated revenues representing 32.8% of revenues from Lanvin.
John’s logistics team partners with third-party transportation companies to transport goods by road, air or sea, based on factors such as distance to destination, urgency of the shipment, or adherence to partner routing guides. 59 Table of Contents The logistics department of Caruso, located in the Soragna plant, deals with the management and distribution of finished products as well as the preparation of the documentation necessary to proceed with shipments.
The logistics department also manages e-commerce shipments and returns, as well as drop-ship orders from wholesale partners. With respect to the shipment of products, St. John’s logistics team partners with third-party transportation companies to transport goods by road, air or sea, based on factors such as distance to destination, urgency of the shipment, or adherence to partner routing guides.
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.
The logistics department of Caruso, located in the Soragna plant, deals with the management and distribution of finished products as well as the preparation of the documentation necessary to proceed with shipments. 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.
To date, none of our portfolio brands sources raw materials from suppliers based in Russia or Ukraine, and accordingly our supply chain has not been exposed to any material risks in light of the ongoing conflict between Russia and Ukraine. 56 Table of Contents Lanvin works with a portfolio of widely recognized and “best-in-class” manufacturers selected for their know-how in each product type (including ready-to-wear, leather goods and footwear).
To date, none of our portfolio brands sources raw materials from suppliers based in Russia or Ukraine, and accordingly our supply chain has not been exposed to any material risks in light of the ongoing conflict between Russia and Ukraine.
(2) Revenues from other and holding companies mainly refer to the intra–group sales, which have been eliminated for the consolidated results. It mainly includes the brand management fees charged from portfolio brands to Lanvin Group holding company. Brands, Collections and Products We are a holding company operating mainly five portfolio brands, namely Lanvin, Wolford, Sergio Rossi, St.
It mainly includes the brand management fees charged from portfolio brands to Lanvin Group holding company. Brands, Collections and Products We are a holding company operating mainly five portfolio brands, namely Lanvin, Wolford, Sergio Rossi, St. John and Caruso, offering products including apparel, leather goods, footwear, and accessories.
Our primary activities can be subdivided into the following major stages, overseen by different functions in our organization: (i) design, product development and merchandising; (ii) sales campaign; (iii) procurement; (iv) manufacturing; (v) logistics and inventory management; and (vi) marketing and advertising, as further described below. 54 Table of Contents Design, Product Development and Merchandising Each portfolio brand has its own dedicated in-house creative, product development and merchandising teams, complemented by additional design capabilities from shared creative platforms (Creative Lab and BOND on BUND) managed by us, which bring together emerging creative talents and resources from different markets and facilitate collaborations or freelance design projects with the brands.
Design, Product Development and Merchandising Each portfolio brand has its own dedicated in-house creative, product development and merchandising teams, complemented by additional design capabilities from shared creative platforms (Creative Lab and BOND on BUND) managed by us, which bring together emerging creative talents and resources from different markets and facilitate collaborations or freelance design projects with the brands.
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.
Sergio Rossi In 2024, approximately 66.7% of revenues from Sergio Rossi were generated through the DTC channel including retail DTC channel and e-commerce DTC channel, and approximately 33.3% were generated through the points of sale operated by the wholesale distribution channel including online multi-brand stores and third-party production activity.
As of today, Lanvin is a reference for the Parisian industry of luxury for women’s ready-to-wear, men’s ready-to-wear, made-to-measure, leather goods, footwear (including sneakers), costume jewelry, eyewear, and childrenswear. Lanvin continues to evolve to respond to changing consumer preferences.
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. As of today, Lanvin is a reference for the Parisian industry of luxury for women’s ready-to-wear, men’s ready-to-wear, made-to-measure, leather goods, footwear (including sneakers), costume jewelry, eyewear, and childrenswear.
Our experienced merchandising teams of each portfolio brand work on OTB (Open-to-Buy) for collections of each season and provide guidelines to the manufacturing and procurement functions for the quantity of products based on their assessment.
The new collections are therefore created by the designers and merchandisers jointly considering market analysis and seasonal fashion trends while reflecting the brands’ true genuine creative visions. ​ 53 Table of Contents Our experienced merchandising teams of each portfolio brand work on OTB (Open-to-Buy) for collections of each season and provide guidelines to the manufacturing and procurement functions for the quantity of products based on their assessment.
(2) North America includes the United States of America and Canada. (3) Greater China includes Mainland China, Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan. (4) Other Asia includes Japan, South Korea, Thailand, Malaysia, Vietnam, Indonesia, Philippines, Australia, New Zealand, India and other Southeast Asian countries.
(2) North America includes the United States of America and Canada. (3) Greater China includes Mainland China, Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan.
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.
(4) Other Asia includes Japan, South Korea, Thailand, Malaysia, Vietnam, Indonesia, Philippines, Australia, New Zealand, India and other Southeast Asian countries. ​ 49 Table of Contents The following table sets forth a breakdown of revenues by sales channel for the years ended December 31, 2024, 2023 and 2022. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the years ended December 31, Increase/ (Decrease) (Euro thousands, except percentages) 2024 2023 2022 2024 vs 2023 % 2023 vs 2022 % ​ DTC ​ 200,815 ​ 247,013 ​ 247,460 ​ (46,198) ​ (18.7) % (447) ​ (0.2) % Wholesale ​ 115,545 ​ 161,516 ​ 164,359 ​ (45,971) ​ (28.5) % (2,843) ​ (1.7) % Other (1) 12,250 17,649 10,493 (5,399) (30.6) % 7,156 68.2 % Total Revenues 328,610 426,178 422,312 (97,568) (22.9) % 3,866 0.9 % (1) Fees for royalties and licenses received from third parties, and clearance.

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Loss from operations before non-underlying items Year ended December 31, 2023 compared with year ended December 31, 2022 Loss from operations before non-underlying items for the year ended December 31, 2023 decreased by €23.7 million (or (16.7)%) to €118.6 million, compared to €142.3 million for the year ended December 31, 2022.
Year ended December 31, 2023 compared with year ended December 31, 2022 Loss from operations before non-underlying items for the year ended December 31, 2023 decreased by €23.7 million (or (16.7)%) to €118.6 million, compared to €142.3 million for the year ended December 31, 2022.
Operating Loss Year ended December 31, 2023 compared with year ended December 31, 2022 Operating loss for the year ended December 31, 2023 amounted to €122.4 million, a decrease of €102.9 million or (45.7)%, compared to €225.3 million for the year ended December 31, 2022.
Year ended December 31, 2023 compared with year ended December 31, 2022 Operating loss for the year ended December 31, 2023 amounted to €122.4 million, a decrease of €102.9 million or (45.7)%, compared to €225.3 million for the year ended December 31, 2022.
Contribution profit Contribution loss for the year ended December 31, 2023 was €12.0 million (or 10.7% of revenue), an improvement of €3.4 million from the €15.3 million loss (or 12.8% of revenue) for the year ended December 31, 2022.
Contribution profit/(loss) Contribution loss for the year ended December 31, 2023 was €12.0 million (or 10.7% of revenue), an improvement of €3.4 million from the €15.3 million loss (or 12.8% of revenue) for the year ended December 31, 2022.
John segment for the years ended December 31, 2023 and 2022: For the years ended December 31, Increase/ (Decrease) (Euro thousands, except percentages) 2023 2022 2023 vs 2022 % Revenues 90,398 85,884 4,514 5.3% Gross profit 57,374 52,642 4,732 9.0% Gross profit margin 63.5% 61.3% 2.2% — Marketing and selling expenses (46,695 ) (42,498 ) (4,197 ) 9.9% Contribution profit (1)(3) 10,679 10,144 535 5.3% Contribution profit margin (2)(3) 11.8% 11.8% 0.0% — (1) Contribution profit equals gross profit less marketing and selling expenses.
John segment for the years ended December 31, 2023 and 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the years ended Increase/ ​ ​ December 31, ​ (Decrease) ​ ​ ​ ​ ​ ​ 2023 vs ​ ​ (Euro thousands, except percentages) 2023 2022 2022 % ​ Revenues 90,398 85,884 4,514 5.3 % Gross profit 57,374 52,642 4,732 9.0 % Gross profit margin 63.5 % 61.3 % 2.2 % — ​ Marketing and selling expenses (46,695) (42,498) (4,197) 9.9 % Contribution profit/(loss) (1)(3) 10,679 10,144 535 5.3 % Contribution profit margin (2)(3) 11.8 % 11.8 % 0.0 % — ​ (1) Contribution profit equals gross profit less marketing and selling expenses.
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.
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.
We may nominate third party investors to acquire the shares from Meritz in connection with its exercise of the Call Options. 113 Table of Contents Registration Rights Under the Amended and Restated Meritz Relationship Agreement, we agreed to file a registration statement with the Securities and Exchange Commission (the “SEC”) covering the resale of the Ordinary Shares to be issued to Meritz as soon as reasonably practicable and within 30 days after the closing and to use commercially reasonable efforts to have the registration statement declared effective as soon as possible thereafter but in no event later than 60 days thereafter, or 120 days thereafter in the event of a “review” by the SEC.
We may nominate third party investors to acquire the shares from Meritz in connection with its exercise of the Call Options. 101 Table of Contents Registration Rights Under the Amended and Restated Meritz Relationship Agreement, we agreed to file a registration statement with the Securities and Exchange Commission (the “SEC”) covering the resale of the Ordinary Shares to be issued to Meritz as soon as reasonably practicable and within 30 days after the closing and to use commercially reasonable efforts to have the registration statement declared effective as soon as possible thereafter but in no event later than 60 days thereafter, or 120 days thereafter in the event of a “review” by the SEC.
Contribution profit Contribution profit for the year ended December 31, 2023 was €9.5 million (or 23.6% of revenue), an improvement of €3.8 million or 65.8% from €5.7 million (or 18.5% of revenue) for the year ended December 31, 2022. The improvement in contribution profit was driven by the improvement of gross profit and operating leverage.
Contribution profit/(loss) Contribution profit for the year ended December 31, 2023 was €9.5 million (or 23.6% of revenue), an improvement of €3.8 million or 65.8% from €5.7 million (or 18.5% of revenue) for the year ended December 31, 2022. The improvement in contribution profit was driven by the improvement of gross profit and operating leverage.
Going forward, we expect our marketing and selling expenses to continue to decline as a percentage of revenues as we scale and further improve our operational efficiency in stores and directly operated online channels. 95 Table of Contents Wolford Segment The following table sets forth revenues and gross profit for the Wolford segment for the years ended December 31, 2023 and 2022: For the years ended December 31, Increase/ (Decrease) (Euro thousands, except percentages) 2023 2022 2023 vs 2022 % Revenues 126,280 125,514 766 0.6% Gross profit 83,339 86,228 (2,889 ) (3.4)% Gross profit margin 66.0% 68.7% (2.7)% — Marketing and selling expenses (79,060 ) (81,901 ) 2,841 (3.5)% Contribution profit (1)(3) 4,279 4,327 (48 ) (1.1)% Contribution profit margin (2)(3) 3.4% 3.4% 0.0% — (1) Contribution profit equals gross profit less marketing and selling expenses.
Going forward, we expect our marketing and selling expenses to continue to decline as a percentage of revenues as we scale and further improve our operational efficiency in stores and directly operated online channels. 91 Table of Contents Wolford Segment The following table sets forth revenues and gross profit for the Wolford segment for the years ended December 31, 2023 and 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the years ended ​ Increase/ ​ ​ December 31, ​ (Decrease) ​ ​ ​ 2023 vs ​ (Euro thousands, except percentages) ​ 2023 ​ 2022 2022 ​ % ​ Revenues 126,280 125,514 766 0.6 % Gross profit 83,339 86,228 (2,889) (3.4) % Gross profit margin 66.0 % 68.7 % (2.7) % — ​ Marketing and selling expenses (79,060) (81,901) 2,841 (3.5) % Contribution profit/(loss) (1)(3) 4,279 4,327 (48) (1.1) % Contribution profit margin (2)(3) 3.4 % 3.4 % 0.0 % — ​ (1) Contribution profit equals gross profit less marketing and selling expenses.
Marketing and selling expenses decreased to €23.1 million (or 38.8% of revenue) in 2023 from €24.5 million (or 39.6% of revenue) for the year ended December 31, 2022, as a result of enhanced expense efficiency. 98 Table of Contents Caruso Segment The following table sets forth revenues and gross profit for the Caruso segment for the years ended December 31, 2023 and 2022: For the years ended December 31, Increase/ (Decrease) (Euro thousands, except percentages) 2023 2022 2023 vs 2022 % Revenues 40,011 30,819 9,192 29.8% Gross profit 11,351 7,147 4,204 58.8% Gross profit margin 28.4% 23.2% 5.2% — Marketing and selling expenses (1,900 ) (1,446 ) (454 ) 31.4% Contribution profit (1)(3) 9,451 5,701 3,750 65.8% Contribution profit margin (2)(3) 23.6% 18.5% 5.1% — (1) Contribution profit equals gross profit less marketing and selling expenses.
Marketing and selling expenses decreased to €23.1 million (or 38.8% of revenue) in 2023 from €24.5 million (or 39.6% of revenue) for the year ended December 31, 2022, as a result of enhanced expense efficiency. 94 Table of Contents Caruso Segment The following table sets forth revenues and gross profit for the Caruso segment for the years ended December 31, 2023 and 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the years Increase/ ​ ​ ended December 31, ​ (Decrease) ​ (Euro thousands, except percentages) 2023 2022 2023 vs 2022 % ​ Revenues ​ 40,011 ​ 30,819 ​ 9,192 ​ 29.8 % Gross profit ​ 11,351 ​ 7,147 ​ 4,204 ​ 58.8 % Gross profit margin 28.4 % 23.2 % 5.2 % — ​ Marketing and selling expenses (1,900) (1,446) (454) 31.4 % Contribution profit/(loss) (1)(3) 9,451 5,701 3,750 65.8 % Contribution profit margin (2)(3) 23.6 % 18.5 % 5.1 % — ​ (1) Contribution profit equals gross profit less marketing and selling expenses.
Contribution profit Contribution profit for the year ended December 31, 2023 was €10.7 million (or 11.8% of revenue), versus a contribution profit of €10.1 million (or 11.8% of revenue) for the year ended December 31, 2022, driven by increased gross profit.
Contribution profit/(loss) Contribution profit for the year ended December 31, 2023 was €10.7 million (or 11.8% of revenue), versus a contribution profit of €10.1 million (or 11.8% of revenue) for the year ended December 31, 2022, driven by increased gross profit.
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.
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. 70 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.
Contribution profit Contribution profit for the year ended December 31, 2023 was €7.3 million (or 12.3% of revenue), versus a contribution profit of €6.5 million (or 10.6% of revenue) for the year ended December 31, 2022.
Contribution profit/(loss) Contribution profit for the year ended December 31, 2023 was €7.3 million (or 12.3% of revenue), versus a contribution profit of €6.5 million (or 10.6% of revenue) for the year ended December 31, 2022.
John 33,024 33,242 (218 ) (0.7 )% Sergio Rossi 29,083 30,881 (1,798 ) (5.8 )% Caruso 28,660 23,672 4,988 21.1 % Other and holding companies 414 101 313 309.9 % Eliminations and unallocated (6,079 ) (2,148 ) (3,931 ) 183.0 % Total 175,236 184,368 (9,132 ) (5.0 )% Cost of sales for the year ended December 31, 2023 amounted to €175.2 million, a decrease of 9.1 million, compared to €184.4 million for the year ended December 31, 2022.
John 33,024 33,242 (218) (0.7) % Sergio Rossi 29,083 30,881 (1,798) (5.8) % Caruso 28,660 23,672 4,988 21.1 % Other and holding companies 414 101 313 309.9 % Eliminations and unallocated (6,079) (2,148) (3,931) 183.0 % Total 175,236 184,368 (9,132) (5.0) % ​ 80 Table of Contents Cost of sales for the year ended December 31, 2023 amounted to €175.2 million, a decrease of 9.1 million, compared to €184.4 million for the year ended December 31, 2022.
John, whose e-commerce sales increased by 13.8% and 5.2%, respectively, compared to the year ended December 31, 2022. The following table sets forth a breakdown of store count at the end of the years ended December 31, 2023 and 2022: December 31, 2023 2022 Number of Stores Lanvin 36 31 Wolford 150 163 St.
John, whose e-commerce sales increased by 13.8% and 5.2%, respectively, compared to the year ended December 31, 2022. 77 Table of Contents The following table sets forth a breakdown of store count at the end of the years ended December 31, 2023 and 2022: ​ ​ ​ ​ ​ ​ December 31, ​ 2023 2022 ​ ​ Number of Stores Lanvin 36 31 Wolford 150 163 St.
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.
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. 97 Table of Contents Assuming the exercise of all outstanding Warrants for cash, we would receive aggregate proceeds of approximately $367.8 million.
Contribution profit Contribution profit for the year ended December 31, 2023 was €4.3 million (or 3.4% of revenue), versus a profit of €4.3 million (or 3.4% of revenue) for the year ended December 31, 2022.
Contribution profit/(loss) Contribution profit for the year ended December 31, 2023 was €4.3 million (or 3.4% of revenue), versus a profit of €4.3 million (or 3.4% of revenue) for the year ended December 31, 2022.
As a percentage of revenue, personnel costs rose to 22.3% of revenues in 2023 versus 22.1% in 2022 due to higher social benefit contributions and expenses. 96 Table of Contents St. John Segment The following table sets forth revenues and gross profit for the St.
As a percentage of revenue, personnel costs rose to 22.3% of revenues in 2023 versus 22.1% in 2022 due to higher social benefit contributions and expenses. 92 Table of Contents St. John Segment The following table sets forth revenues and gross profit for the St.
Other channel growth was mainly driven by the increase of Lanvin’s royalty income and management of inventory. The decrease in wholesale revenues was mainly due to the decrease of Lanvin and Sergio Rossi’s wholesales business, which was partiallly offset by the increase of Caruso, Wolford and St. John’s wholesale businesses.
Other channel growth was mainly driven by the increase of Lanvin’s royalty income and management of inventory. The decrease in wholesale revenues was mainly due to the decrease of Lanvin and Sergio Rossi’s wholesales business, which was partially offset by the increase of Caruso, Wolford and St. John’s wholesale businesses.
Results by Segment Year ended December 31, 2023 compared with year ended December 31, 2022 The following is a discussion of revenues, gross profit and contribution profit for each segment for the year ended December 31, 2023 as compared to the year ended December 31, 2022. 94 Table of Contents Lanvin Segment The following table sets forth revenues and gross profit for the Lanvin segment for the years ended December 31, 2023 and 2022: For the years ended December 31, Increase/ (Decrease) (Euro thousands, except percentages) 2023 2022 2023 vs 2022 % Revenues 111,740 119,847 (8,107 ) (6.8)% Gross profit 64,547 60,513 4,034 6.7% Gross profit margin 57.8% 50.5% 7.3% — Marketing and selling expenses (76,533 ) (75,852 ) (681 ) 0.9% Contribution profit (1)(3) (11,986 ) (15,339 ) 3,353 (21.9)% Contribution profit margin (2)(3) (10.7)% (12.8)% 2.1% — (1) Contribution profit equals gross profit less marketing and selling expenses.
Year ended December 31, 2023 compared with year ended December 31, 2022 The following is a discussion of revenues, gross profit and contribution profit for each segment for the year ended December 31, 2023 as compared to the year ended December 31, 2022. 90 Table of Contents Lanvin Segment The following table sets forth revenues and gross profit for the Lanvin segment for the years ended December 31, 2023 and 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the years ended Increase/ ​ ​ December 31, ​ (Decrease) ​ ​ ​ ​ ​ ​ 2023 vs ​ ​ (Euro thousands, except percentages) 2023 2022 2022 % ​ Revenues 111,740 119,847 (8,107) (6.8) % Gross profit 64,547 60,513 4,034 6.7 % Gross profit margin 57.8 % 50.5 % 7.3 % — ​ Marketing and selling expenses (76,533) (75,852) (681) 0.9 % Contribution profit/(loss) (1)(3) (11,986) (15,339) 3,353 (21.9) % Contribution profit margin (2)(3) (10.7) % (12.8) % 2.1 % — ​ (1) Contribution profit equals gross profit less marketing and selling expenses.
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.
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. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 Exchange 2023 Exchange 2022 ​ ​ Exchange rate ​ Average ​ rate at ​ Average ​ rate ​ Average ​ ​ at December 31, ​ Exchange ​ December 31, ​ Exchange ​ December 31, ​ Exchange ​ ​ 2024 ​ rate ​ 2023 ​ rate ​ 2022 ​ rate U.S.
Our shareholder Fosun International will continue to provide adequate support to us, in order to maintain our continued operation and also strategic growth plan for at least 36 months after December 31, 2023.
Our shareholder Fosun International will continue to provide adequate support to us, in order to maintain our continued operation and also strategic growth plan for at least 36 months after December 31, 2024.
No single customer accounted for more than 5% of our consolidated revenues for the years ended December 31, 2023 and 2022. 81 Table of Contents The decrease in the DTC channel was mainly due to the decrease of Lanvin and Wolford, which was partially offset by an increase of St. John and Sergio Rossi. In particular, our St.
No single customer accounted for more than 5% of our consolidated revenues for the years ended December 31, 2023 and 2022. The decrease in the DTC channel was mainly due to the decrease of Lanvin and Wolford, which was partially offset by an increase of St. John and Sergio Rossi. In particular, our St.
Adjusted EBITDA Year ended December 31, 2023 compared with year ended December 31, 2022 Adjusted EBITDA, which is a non-IFRS financial measure, for the year ended December 31, 2023 increased to €(64.2) million from €(72.0) million for the year ended December 31, 2022. This increase was mainly due to lower loss from operations before non-underlying items in 2023.
See “—Non-IFRS Financial Measures.” Year ended December 31, 2023 compared with year ended December 31, 2022 Adjusted EBITDA, which is a non-IFRS financial measure, for the year ended December 31, 2023 increased to €(64.2) million from €(72.0) million for the year ended December 31, 2022. This increase was mainly due to lower loss from operations before non-underlying items in 2023.
We entered into a side letter with Meritz on April 30, 2024, which modified the Amended and Restated Relationship Agreement. Pursuant to the side letter, we agreed to repurchase from Meritz 5,245,648 Ordinary Shares in aggregate for a total purchase price of $20.0 million.
We entered into a side letter with Meritz on April 30, 2024, which modified the Amended and Restated Relationship Agreement. Pursuant to the side letter, we repurchased from Meritz 5,245,648 Ordinary Shares in aggregate for a total purchase price of $20.0 million.
Loss for the year Year ended December 31, 2023 compared with year ended December 31, 2022 Loss for the year ended December 31, 2023 amounted to €146.2 million, a decrease of €93.5 million or (39)%, compared to €239.8 million for the year ended December 31, 2022.
Year ended December 31, 2023 compared with year ended December 31, 2022 Loss for the year ended December 31, 2023 amounted to €146.3 million, a decrease of €93.5 million or (39)%, compared to €239.8 million for the year ended December 31, 2022.
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
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, 2024” 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.
Marketing and selling expenses increased to €46.7 million (or 51.7% of revenue) in 2023 from €42.5 million (or 49.5% of revenue) for the year ended December 31, 2022. 97 Table of Contents The increase in marketing and selling expenses was mainly due to the payment of wholesale commissions.
Marketing and selling expenses increased to €46.7 million (or 51.7% of revenue) in 2023 from €42.5 million (or 49.5% of revenue) for the year ended December 31, 2022. The increase in marketing and selling expenses was mainly due to the payment of wholesale commissions.
Contribution profit margin is defined as contribution profit divided by revenues. Contribution profit subtracts the main variable expenses of selling and marketing expenses from gross profit, and our management believes this measure is an important indicator of profitability at the marginal level.
Contribution profit margin is defined as contribution profit divided by revenues. 95 Table of Contents Contribution profit subtracts the main variable expenses of marketing and selling expenses from gross profit, and our management believes this measure is an important indicator of profitability at the marginal level.
Although inflationary pressure has eased in 2023, we continue to monitor our costs to ensure we can respond quickly when macroeconomic landscape changes again.
Although inflationary pressure has eased since 2023, we continue to monitor our costs to ensure we can respond quickly when macroeconomic landscape changes again.
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.
As of December 31, 2024, 2023 and 2022, we had cash and cash equivalents of €18.0 million, €27.9 million and €91.7 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.
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.
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, 2024 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.
We expect our marketing and selling expenses to continue to decline as a percentage of revenues as we scale and further improve our operational efficiency in stores and directly operated online channels.
Going forward, we expect our marketing and selling expenses to decline as a percentage of revenues as we scale and further improve our operational efficiency in stores and directly operated online channels.
For the years ended December 31, Increase/ (Decrease) (Euro thousands, except percentages) 2023 2022 2023 vs 2022 % Net cash used in operating activities (57,891 ) (80,851 ) 22,960 (28.4 )% Net cash used in investing activities (38,615 ) (21,799 ) (16,816 ) 77.1 % Net cash generated from financing activities 34,131 104,937 (70,806 ) (67.5 )% Net change in cash and cash equivalents (62,375 ) 2,287 (64,662 ) (2,827.4 )% Cash and cash equivalents less bank overdrafts at the beginning of the year 91,749 88,658 3,091 3.5 % Effect of foreign exchange differences on cash and cash equivalents (1,524 ) 804 (2,328 ) (289.6 )% Cash and cash equivalents less bank overdrafts at the end of the year 27,850 91,749 (63,899 ) (69.6 )% Net cash used in operating activities Net cash used in operating activities decreased by €23.0 million to €(57.9) million for the year ended December 31, 2023 from €(80.9) million for the year ended December 31, 2022.
Refer to the consolidated cash flows statement and accompanying notes included elsewhere in this annual report for additional information. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the years ended ​ Increase/ ​ ​ December 31, ​ Decrease ​ ​ ​ 2023 vs ​ (Euro thousands, except percentages) ​ 2023 ​ 2022 2022 ​ % ​ Net cash used in operating activities (57,891) (80,851) 22,960 (28.4) % Net cash used in investing activities (38,615) (21,799) (16,816) 77.1 % Net cash generated from financing activities 34,131 104,937 (70,806) (67.5) % Net change in cash and cash equivalents (62,375) 2,287 (64,662) (2,827.4) % Cash and cash equivalents less bank overdrafts at the beginning of the year 91,749 88,658 3,091 3.5 % Effect of foreign exchange differences on cash and cash equivalents (1,524) 804 (2,328) (289.6) % Cash and cash equivalents less bank overdrafts at the end of the year 27,850 91,749 (63,899) (69.6) % ​ Net cash used in operating activities Net cash used in operating activities decreased by €23.0 million to €(57.9) million for the year ended December 31, 2023 from €(80.9) million for the year ended December 31, 2022.
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.
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 860 points of sale, or POSs, including 225 directly operated retail stores (across our five portfolio brands) as of December 31, 2024. We distribute our products worldwide via retail and outlet stores, wholesale customers and e-commerce platforms.
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.
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.
Operating costs, in contrast, do not generally experience significant seasonal fluctuations, except for certain increases in the months of November and December due to the variable costs associated with sales commissions and leases.
Operating costs, in contrast, do not generally experience significant seasonal fluctuations, except for certain increases in the months of November and December due to the variable costs associated with sales commissions and leases. We expect such seasonal trends to continue.
The following table sets forth revenues and gross profit for the Sergio Rossi segment for the years ended December 31, 2023 and 2022: For the years ended December 31, Increase/ (Decrease) (Euro thousands, except percentages) 2023 2022 2023 vs 2022 % Revenues 59,518 61,929 (2,411 ) (3.9)% Gross profit 30,435 31,048 (613 ) (2.0)% Gross profit margin 51.1% 50.1% 1.0% — Marketing and selling expenses (23,097 ) (24,502 ) 1,405 (5.7)% Contribution profit (1)(3) 7,338 6,546 792 12.1% Contribution profit margin (2)(3) 12.3% 10.6% 1.7% — (1) Contribution profit equals gross profit less marketing and selling expenses.
The percentage of marketing and selling expenses of revenue increased to 51.7% in 2023 from 49.5% in 2022. 93 Table of Contents Sergio Rossi Segment The following table sets forth revenues and gross profit for the Sergio Rossi segment for the years ended December 31, 2023 and 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the years Increase/ ​ ​ ended December 31, ​ (Decrease) ​ (Euro thousands, except percentages) 2023 2022 2023 vs 2022 % ​ Revenues ​ 59,518 ​ 61,929 ​ (2,411) ​ (3.9) % Gross profit ​ 30,435 ​ 31,048 ​ (613) ​ (2.0) % Gross profit margin 51.1 % 50.1 % 1.0 % — ​ Marketing and selling expenses (23,097) (24,502) 1,405 (5.7) % Contribution profit/(loss) (1)(3) 7,338 6,546 792 12.1 % Contribution profit margin (2)(3) 12.3 % 10.6 % 1.7 % — ​ (1) Contribution profit equals gross profit less marketing and selling expenses.
The borrowings for the year ended December 31, 2023 are at rates ranging from 4.55% to 11.76 % per annum. For additional information, see Note 24—Borrowings to Lanvin Group’s consolidated financial statements included elsewhere in this annual report. In addition, Fosun International extends various shareholders loans to us for working capital purposes. See “Item 7.
The borrowings for the year ended December 31, 2024 are at rates ranging from 4.04% to 12.00% per annum. For additional information, see Note 24—Borrowings to Lanvin Group’s consolidated financial statements included elsewhere in this annual report. In addition, Fosun International extends various shareholders loans to us for working capital purposes. See “Item 7.
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.
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.” 103 Table of Contents D.
Gross profit margin improved to 56.3% for the year ended December 31, 2022 from 55.0% for the year ended December 31, 2021. 87 Table of Contents Marketing and selling expenses Marketing and selling expenses include store employee compensation, occupancy costs, depreciation, supply costs for store equipment, wholesale and retail account administration compensation globally, as well as depreciation and amortization which includes depreciation on right-of-use assets under IFRS 16.
Gross profit margin improved to 58.9% for the year ended December 31, 2023 from 56.3% in 2022. 81 Table of Contents Marketing and selling expenses Marketing and selling expenses include store employee compensation, occupancy costs, depreciation, supply costs for store equipment, wholesale and retail account administration compensation globally, as well as depreciation and amortization which includes depreciation on right-of-use assets under IFRS 16.
For the years ended December 31, Increase/ (Decrease) (Euro thousands, except percentages) 2023 2022 2023 vs 2022 % Purchases of raw materials, finished goods and manufacturing services 125,923 140,273 (14,350 ) (10.2 )% Change in inventories (2,548 ) (1,896 ) (652 ) 34.4 % Labor cost 32,109 34,465 (2,356 ) (6.8 )% Logistics costs, duties and insurance 16,428 8,677 7,751 89.3 % Depreciation and amortization 856 1,209 (353 ) (29.2 )% Others 2,468 1,640 828 50.5 % Total cost of sales by nature 175,236 184,368 (9,132 ) (5.0 )% The following table sets forth a breakdown of cost of sales by portfolio brand for the years ended December 31, 2023 and 2022.
Year ended December 31, 2023 compared with year ended December 31, 2022 The following table sets forth a breakdown of cost of sales by nature for the years ended December 31, 2023 and 2022. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the years ended ​ Increase/ ​ ​ December 31, ​ (Decrease) ​ ​ ​ 2023 vs ​ (Euro thousands, except percentages) ​ 2023 ​ 2022 2022 ​ % ​ Purchases of raw materials, finished goods and manufacturing services 125,923 140,273 (14,350) (10.2) % Change in inventories (2,548) (1,896) (652) 34.4 % Labor cost 32,109 34,465 (2,356) (6.8) % Logistics costs, duties and insurance 16,428 8,677 7,751 89.3 % Depreciation and amortization 856 1,209 (353) (29.2) % Others 2,468 1,640 828 50.5 % Total cost of sales by nature 175,236 184,368 (9,132) (5.0) % ​ The following table sets forth a breakdown of cost of sales by portfolio brand for the years ended December 31, 2023 and 2022. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the years ended ​ Increase/ ​ ​ December 31, ​ (Decrease) ​ ​ ​ ​ ​ ​ 2023 vs ​ ​ ​ (Euro thousands, except percentages) 2023 2022 2022 % ​ Lanvin 47,193 59,334 (12,141) (20.5) % Wolford 42,941 39,286 3,655 9.3 % St.
This is consistently achieved through the sourcing of superior raw materials, the careful finish of each piece, and the way the products are manufactured and delivered to our customers in 2023, 2022 and 2021, we recorded revenues of €426.2 million, €422.3 million and €308.8 million, respectively, loss for the year of €146.3 million, €239.8 million and €76.5 million, respectively, and adjusted EBITDA (non-IFRS measure) of €(64.2) million, €(72.0) million and €(58.9) million, respectively.
This is consistently achieved through the sourcing of superior raw materials, the careful finish of each piece, and the way the products are manufactured and delivered to our customers in 2024, 2023 and 2022, we recorded revenues of €328.6 million, €426.2 million and €422.3 million, respectively, loss for the year of €189.3 million, €146.3 million and €239.8 million, respectively, and adjusted EBITDA (non-IFRS measure) of €(92.3) million, €(64.2) million and €(72.0) million, respectively.
“Agreed Return” means the higher of an amount that: (a) provides Meritz with an eleven and a half per cent (11.5%) XIRR, compounding every 12 months, of: (i) the Total Subscription Price calculated for the period between the closing date and the date of realization; or (b) equals to 1.115 times the sum of the Total Subscription Price, in each case, less an amount that yields a XIRR of 11.5%, compounding every 12 months, on any Interim Return received by Meritz calculated for the period between the date such Interim Return is paid and the date when the Agreed Return is realized.
“Agreed Return” means the higher of an amount that: (a) provides Meritz with an eleven and a half per cent (11.5%) XIRR, compounding every 12 months, of: (i) the Total Subscription Price calculated for the period between the closing date and the date of realization; or (b) equals to 1.115 times the sum of the Total Subscription Price, in each case, less an amount that yields a XIRR of 11.5%, compounding every 12 months, on any Interim Return received by Meritz calculated for the period between the date such Interim Return is paid and the date when the Agreed Return is realized. 100 Table of Contents “Credit Events” means, among other things, insolvency, bankruptcy, liquidation or winding up of, and Mr.
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.
As of December 31, 2024, borrowings amounted to €5.7 million were guaranteed by a third party SACE S.p.A. As of December 31, 2024, borrowings amounted to €9.4 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.
Other operating income and expenses Other operating income and expenses include foreign exchange gains or losses and impairment losses. 90 Table of Contents Year ended December 31, 2023 compared with year ended December 31, 2022 Other operating income and expenses increased to €4.5 million loss for the year ended December 31, 2023 from €2.3 million loss for the year ended December 31, 2022, mainly due to a foreign exchange loss of €4.6 million, compared to a loss of €0.3 million in 2022.
Year ended December 31, 2023 compared with year ended December 31, 2022 Other operating income and expenses increased to €4.5 million loss for the year ended December 31, 2023 from €2.3 million loss for the year ended December 31, 2022, mainly due to foreign exchange loss of €4.6 million, compared to loss of €0.3 million in 2022.
By sales channel Year ended December 31, 2023 compared with year ended December 31, 2022 By sales channel, the increase in revenues was mainly related to an increase of €7.2 million (or 68.2%) in the other channel, partially offset by a decrease of €2.8 million (or (1.7)%) in the wholesale channel and a decrease of €0.4 million (or (0.2)%) in DTC channel.
John 37 45 Sergio Rossi 43 48 Caruso — — Total 225 279 ​ Year ended December 31, 2023 compared with year ended December 31, 2022 By sales channel, the increase in revenues was mainly related to an increase of €7.2 million (or 68.2%) in the other channel, partially offset by a decrease of €2.8 million (or (1.7)%) in the wholesale channel and a decrease of €0.4 million (or (0.2)%) in DTC channel.
As of the date of this report, our obligations were also secured by 48.5 million Ordinary Shares pledged by Fosun International pursuant to the top up adjustment. Upon completion of our share repurchase under the aforementioned side letter and subject to certain other conditions, our Ordinary Shares pledged by Fosun International will be released.
As of the date of this report, our obligations were also secured by 48.5 million Ordinary Shares pledged by Fosun International pursuant to the top up adjustment. Subject to certain conditions set forth in the aforementioned side letter, our Ordinary Shares pledged by Fosun International will be released.
(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.
The table below reconciles revenue to contribution profit and contribution profit margin for the periods indicated. ​ ​ ​ ​ ​ ​ ​ ​ ​ For the years ended December 31, (Euro thousands, except percentages) ​ 2024 2023 2022 ​ Revenue ​ 328,610 ​ 426,178 ​ 422,312 Cost of Sales ​ (145,847) ​ (175,236) ​ (184,368) Gross profit ​ 182,763 ​ 250,942 ​ 237,944 Marketing and selling expenses (208,803) (226,750) (224,733) ​ Contribution profit ​ (26,040) ​ 24,192 ​ 13,211 ​ Contribution profit margin (7.9) % 5.7 % 3.1 % ​ 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.
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.
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.
The underwriting fees are calculated based on an amount of $0.0359 for each first tranche share then held by Meritz at the time of payment and an amount of US$0.0385 for each second tranche share then held by Meritz at the time of payment.
The underwriting fees are calculated based on an amount of $0.0359 for each first tranche share then held by Meritz at the time of payment and an amount of US$0.0385 for each second tranche share then held by Meritz at the time of payment. In 2024, we paid Meritz underwriting fees with an aggregate amount of $2.3 million.
The Company determined that there was no impairment in fiscal 2023 as the fair values of the Wolford and St. John cash generating units and indefinite-lived brands and the fair value of Sergio Rossi’s indefinite-lived brands significantly exceeded their carrying values.
The Company determined that except Lanvin brand, there was no impairment in fiscal 2024 as the fair values of the Wolford and St. John cash generating units and indefinite-lived brands and the fair value of Sergio Rossi’s indefinite-lived brands significantly exceeded their carrying values. In contrast, the Lanvin brand was subject to an impairment during fiscal 2024.
Year ended December 31, 2022 compared with year ended December 31, 2021 Income tax expenses for the year ended December 31, 2022 amounted to €0.1 million gain, decreased by €4.4 million, compared to €4.3 million loss for the year ended December 31, 2021.
Year ended December 31, 2023 compared with year ended December 31, 2022 Income tax expenses for the year ended December 31, 2023 amounted to €3.4 million losses, increased by €3.5 million, compared to €0.1 million gain for the year ended December 31, 2022.
The growth in Greater China was driven by the growth from Wolford, St. John and Sergio Rossi. In particular, in the year ended December 31, 2023, Wolford grew its Greater China business by 35.1% to €9.2 million, St.
John and Sergio Rossi. In particular, in the year ended December 31, 2023, Wolford grew its Greater China business by 35.1% to €9.2 million, St. John grew its Greater China business by 39.0% to €7.2 million and Sergio Rossi grew its Greater China business by 9.8% to €11.9 million.
Year ended December 31, 2023 compared with year ended December 31, 2022 The non-underlying items were €3.9 million loss or (0.9)% of revenues for the year ended December 31, 2023, versus €83.1 million loss or (19.7)% of revenues for the year ended December 31, 2022.
Year ended December 31, 2024 compared with year ended December 31, 2023 The non-underlying items were €10.2 million gain or 3.1% of revenues for the year ended December 31, 2024, versus €3.9 million loss or (0.9)% of revenues for the year ended December 31, 2023.
The decrease in cash flows from financing activities was primarily attributable to (i) lack of proceeds from the Reverse Recapitalization compared to 183.4 million in 2022, (ii) lower proceeds from borrowings of €153.3 million, (iii) higher payment of lease liabilities interest of €(7.2) million, and partially offset by lower repayments of borrowings of €(117.6) million, lower repayment of lease liabilities of €(31.4) million and lower payment of borrowings interest of €(5.2) million. 110 Table of Contents 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.
The decrease in cash flows from financing activities was primarily attributable to (i) lack of proceeds from the Reverse Recapitalization compared to 183.4 million in 2022, (ii) lower proceeds from borrowings of €153.3 million, (iii) higher payment of lease liabilities interest of €(7.2) million, and partially offset by lower repayments of borrowings of €(117.6) million, lower repayment of lease liabilities of €(31.4) million and lower payment of borrowings interest of €(5.2) million.
Year ended December 31, 2022 compared with year ended December 31, 2021 Finance costs for the year ended December 31, 2022 amounted to €14.6 million, an increase of €5.2 million or 56.3%, compared to finance costs of €9.3 million for the year ended December 31, 2021.
Year ended December 31, 2023 compared with year ended December 31, 2022 Finance costs for the year ended December 31, 2023 amounted to €20.4 million, an increase of €5.9 million or 40.4%, compared to finance costs of €14.6 million for the year ended December 31, 2022.
(Euro thousands, except percentages) 2023 Percentage of revenues 2022 Percentage of revenues Revenues 426,178 100.0 % 422,312 100.0 % Cost of sales (175,236 ) (41.1 )% (184,368 ) (43.7 )% Gross profit 250,942 58.9 % 237,944 56.3 % Marketing and selling expenses (226,750 ) (53.2 )% (224,733 ) (53.2 )% General and administrative expenses (138,215 ) (32.4 )% (153,138 ) (36.3 )% Other operating income and expenses (4,534 ) (1.1 )% (2,340 ) (0.6 )% Loss from operations before non–underlying items (118,557 ) (27.8 )% (142,267 ) (33.7 )% Non–underlying items (3,858 ) (0.9 )% (83,057 ) (19.7 )% Loss from operations (122,415 ) (28.7 )% (225,324 ) (53.4 )% Financial cost–net (20,431 ) (4.8 )% (14,556 ) (3.4 )% Loss before income tax (142,846 ) (33.5 )% (239,880 ) (56.8 )% Income tax benefits / (expenses) (3,407 ) (0.8 )% 129 (0.0 )% Loss for the year (146,253 ) (34.3 )% (239,751 ) (56.8 )% Non–IFRS Financial Measures (1) : Contribution profit 24,192 5.7 % 13,211 3.1 % Adjusted EBIT (115,808 ) (27.2 )% (134,836 ) (31.9 )% Adjusted EBITDA (64,173 ) (15.1 )% (71,958 ) (17.0 )% (1) See “—Non–IFRS Financial Measures.” 78 Table of Contents 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, 2024 compared with year ended December 31, 2023 The following is a discussion of our results of operations for the year ended December 31, 2024 as compared to the year ended December 31, 2023. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Percentage of ​ Percentage of (Euro thousands, except percentages) ​ 2024 ​ revenues ​ 2023 ​ revenues Revenues 328,610 100.0 % 426,178 100.0 % Cost of sales (145,847) (44.4) % (175,236) (41.1) % Gross profit 182,763 55.6 % 250,942 58.9 % Marketing and selling expenses (208,803) (63.5) % (226,750) (53.2) % General and administrative expenses (117,368) (35.7) % (138,215) (32.4) % Impairment of goodwill ​ (31,208) ​ (9.5) % — ​ — ​ Other operating income and expenses 7,977 2.4 % (4,534) (1.1) % Loss from operations before non–underlying items (166,639) (50.7) % (118,557) (27.8) % Non–underlying items 10,243 3.1 % (3,858) (0.9) % Loss from operations (156,369) (47.6) % (122,415) (28.7) % Financial cost–net (29,821) (9.1) % (20,431) (4.8) % Loss before income tax (186,217) (56.7) % (142,846) (33.5) % Income tax benefits / (expenses) (3,078) (0.9) % (3,407) (0.8) % Loss for the year (189,295) (57.6) % (146,253) (34.3) % Non–IFRS Financial Measures (1) : ​ ​ ​ ​ Contribution profit/(loss) (26,040) (7.9) % 24,192 5.7 % Adjusted EBIT (166,088) (50.5) % (115,808) (27.2) % Adjusted EBITDA (92,320) (28.1) % (64,173) (15.1) % (1) See “— Non–IFRS Financial Measures .” ​ 74 Table of Contents 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. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Percentage of ​ Percentage of (Euro thousands, except percentages) ​ 2023 ​ revenues ​ 2022 ​ revenues Revenues 426,178 100.0 % 422,312 100.0 % Cost of sales (175,236) (41.1) % (184,368) (43.7) % Gross profit 250,942 58.9 % 237,944 56.3 % Marketing and selling expenses (226,750) (53.2) % (224,733) (53.2) % General and administrative expenses (138,215) (32.4) % (153,138) (36.3) % Other operating income and expenses (4,534) (1.1) % (2,340) (0.6) % Loss from operations before non–underlying items (118,557) (27.8) % (142,267) (33.7) % Non–underlying items (3,858) (0.9) % (83,057) (19.7) % Loss from operations (122,415) (28.7) % (225,324) (53.4) % Financial cost–net (20,431) (4.8) % (14,556) (3.4) % Loss before income tax (142,846) (33.5) % (239,880) (56.8) % Income tax benefits / (expenses) (3,407) (0.8) % 129 (0.0) % Loss for the year (146,253) (34.3) % (239,751) (56.8) % Non–IFRS Financial Measures (1) : ​ Contribution profit/(loss) 24,192 5.7 % 13,211 3.1 % Adjusted EBIT (115,808) (27.2) % (134,836) (31.9) % Adjusted EBITDA (64,173) (15.1) % (71,958) (17.0) % (1) See “ —Non–IFRS Financial Measures .” Revenues We generate revenue primarily through our five brands: Lanvin, Wolford, St.
For the years ended December 31, Increase/ (Decrease) ( Euro thousands, except percentages ) 2023 2022 2021 2023 vs 2022 % 2022 vs 2021 % Tax recoverable 7,078 10,164 10,449 (3,086 ) (30.4 )% (285 ) (2.7 )% Government grants — — 9,462 — — (9,462 ) — Advances and payments on account to vendors 4,486 7,238 7,496 (2,752 ) (38.0 )% (258 ) (3.4 )% Prepaid expenses 5,374 6,205 5,491 (831 ) (13.4 )% 714 13.0 % Deposits of rental, utility and other 1,859 2,055 1,766 (196 ) (9.5 )% 289 16.4 % Other receivable of royalties 4,147 751 615 3,396 452.2 % (136 ) (22.1 )% Other 2,706 4,054 6,427 (1,348 ) (33.3 )% (2,373 ) (36.9 )% Total other current financial assets 25,650 30,467 41,706 (4,817 ) (15.8 )% (11,239 ) (26.9 )% Off–Balance Sheet Arrangements We did not have during the periods presented, and we do not currently have, any off-balance sheet financing arrangements or any relationships with unconsolidated entities or financial partnerships, including entities sometimes referred to as structured finance or special purpose entities, that were established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.
Other current assets The table below sets forth the breakdown of our other current assets as of the dates indicated. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the years ended ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31 ​ Increase/ (Decrease) ​ ​ ​ ​ ​ 2024 vs ​ ​ 2023 vs ​ ( Euro thousands, except percentages ) ​ 2024 ​ 2023 ​ 2022 2023 ​ % 2022 ​ % ​ Tax recoverable 7,444 7,078 10,164 366 5.2 % (3,086) (30.4) % Government grants — — — — — — — ​ Advances and payments on account to vendors 4,261 4,486 7,238 (225) (5.0) % (2,752) (38.0) % Prepaid expenses 5,592 5,374 6,205 218 4.1 % (831) (13.4) % Deposits of rental, utility and other 1,808 1,859 2,055 (51) (2.7) % (196) (9.5) % Other receivable of royalties 4,975 4,147 751 828 20.0 % 3,396 452.2 % Other 5,032 2,706 4,054 2,326 86.0 % (1,348) (33.3) % Total other current financial assets 29,112 25,650 30,467 3,462 13.5 % (4,817) (15.8) % ​ Off–Balance Sheet Arrangements We did not have during the periods presented, and we do not currently have, any off-balance sheet financing arrangements or any relationships with unconsolidated entities or financial partnerships, including entities sometimes referred to as structured finance or special purpose entities, that were established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.
John 46 48 Sergio Rossi 50 50 Caruso 1 1 Total 291 293 By geography Year ended December 31, 2023 compared with year ended December 31, 2022 By geographical region, the increase in revenues was mainly driven by (i) an increase of €4.3 million (or 8.8%) in Greater China, (ii) an increase of €1.6 million (or 7.2%) in other Asia, and (iii) an increase of €1.8 million (or 1.2%) in North America, which was partially offset by a decrease of €3.8 million (or (1.9%)) in EMEA.
Year ended December 31, 2023 compared with year ended December 31, 2022 By geographical region, the increase in revenues was mainly driven by (i) an increase of €4.3 million (or 8.8%) in Greater China, (ii) an increase of €1.6 million (or 7.2%) in other Asia, and (iii) an increase of €1.8 million (or 1.2%) in North America, which was partially offset by a decrease of €3.8 million (or (1.9%)) in EMEA. 78 Table of Contents The growth in Greater China was driven by the growth from Wolford, St.
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.
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.
By segment, Wolford’s marketing and selling expenses as a percentage of revenue improved to 62.6% in the year ended December 31, 2023 from 65.3% in the year ended December 31, 2022 mainly due to cost control and implementation of efficiency measures. 88 Table of Contents Year ended December 31, 2022 compared with year ended December 31, 2021 The following table sets forth a breakdown of marketing and selling expenses by portfolio brand for the years ended December 31, 2022 and 2021.
By segment, Wolford’s marketing and selling expenses as a percentage of revenue improved to 62.6% in the year ended December 31, 2023 from 65.3% in the year ended December 31, 2022 mainly due to cost control and implementation of efficiency measures.
Inventory impairment cost in 2022 was €11.4 million, versus €9.0 million in 2021. 86 Table of Contents Gross profit Year ended December 31, 2023 compared with year ended December 31, 2022 For the years ended December 31, Increase/ (Decrease) (Euro thousands, except percentages) 2023 2022 2023 vs 2022 % Lanvin 64,547 60,513 4,034 6.7 % Wolford 83,339 86,228 (2,889 ) (3.4 )% St.
Year ended December 31, 2023 compared with year ended December 31, 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the years ​ Increase/ ​ ​ ended December 31, (Decrease) (Euro thousands, except percentages) 2023 2022 2023 vs 2022 % ​ Lanvin ​ 64,547 ​ 60,513 ​ 4,034 ​ 6.7 % Wolford 83,339 86,228 (2,889) (3.4) % St.
Cost of sales Cost of sales includes the raw material cost, production labor, assembly overhead including depreciation expense, procurement of the merchandise, and inventory valuation adjustments.
Cost of sales Cost of sales includes the raw material cost, production labor, assembly overhead including depreciation expense, procurement of the merchandise, and inventory valuation adjustments. In addition, cost of sales also includes customs duties, product packaging cost, and freight charges.
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.
Dollar ​ 1.0469 ​ 1.0853 ​ 1.1096 ​ 1.0841 ​ 1.0658 ​ 1.0521 Chinese Renminbi ​ 7.5257 ​ 7.7257 ​ 7.8592 ​ 7.6352 ​ 7.4229 ​ 7.0714 Hong Kong Dollar 8.1271 8.4686 8.6727 8.4863 8.3095 8.2390 British Pound 0.8291 0.8466 0.8693 0.8694 0.8843 0.8519 Japanese Yen 162.7882 163.4023 156.5266 151.4929 141.7666 137.7370 ​ 71 Table of Contents The following table shows the sensitivity at the end of the reporting period to a reasonably possible change in the main foreign currencies against the Euro, with all other variables held constant, of our profit before tax due to differences arising on settlement or translation of monetary assets and liabilities and our equity excluding the impact of retained earnings due to the changes of exchange fluctuation reserve of certain overseas subsidiaries of which the functional currencies are currencies other than the Euro. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ ​ 2024 ​ 2023 ​ 2022 ​ ​ Increase / Increase / ​ Increase / ​ Increase / ​ Increase / ​ Increase / ​ ​ (decrease) in ​ (decrease) in ​ (decrease) in ​ (decrease) in ​ (decrease) in ​ (decrease) in ​ ​ loss before ​ loss before ​ loss before ​ loss before ​ loss before ​ loss before ​ ​ tax if Euro ​ tax if Euro ​ tax if Euro ​ tax if Euro ​ tax if Euro ​ tax if Euro ​ ​ strengthens ​ weakens by ​ strengthens ​ weakens ​ strengthens ​ weakens ​ by 5% 5 % by 5 % by 5% by 5 % by 5% U.S.
Major Shareholders and Other Related Party Transactions—B. Related Party Transactions—Other Related Party Transactions—Shareholder Loans.” We are subject to certain covenants, including financial and otherwise, under our financing agreements.
Major Shareholders and Other Related Party Transactions—B. Related Party Transactions—Other Related Party Transactions—Shareholder Loans.” We are subject to certain covenants, including financial and otherwise, under our financing agreements. As of December 31, 2024, we were in material compliance with all covenants.
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.
The table below reconciles loss for the year to adjusted EBIT for the periods indicated. ​ ​ ​ ​ ​ ​ ​ ​ For the years ended December 31, (Euro thousands, except percentages) 2024 2023 2022 Loss for the year ​ (189,295) ​ (146,253) ​ (239,751) Add / (Deduct) the impact of: ​ ​ ​ ​ ​ ​ Income tax benefits / (expenses) 3,078 3,407 (129) Finance cost–net 29,821 20,431 14,556 Non–underlying items (10,243) 3,858 83,057 Loss from operations before non–underlying items (166,639) (118,557) (142,267) Add / (Deduct) the impact of: ​ ​ ​ Share based compensation 551 2,749 7,431 Adjusted EBIT (166,088) (115,808) (134,836) ​ 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. 96 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) 2024 2023 2022 Loss for the year ​ (189,295) ​ (146,253) ​ (239,751) Add / (Deduct) the impact of: ​ ​ ​ ​ ​ ​ Income tax benefits / (expenses) ​ 3,078 ​ 3,407 ​ (129) Finance cost–net 29,821 20,431 14,556 Non–underlying items (10,243) 3,858 83,057 Loss from operations before non–underlying items (166,639) (118,557) (142,267) Add / (Deduct) the impact of: ​ ​ ​ Share based compensation 551 2,749 7,431 Provisions and impairment losses 34,935 79 16,729 Net foreign exchange (gains) / losses (7,709) 4,610 339 Depreciation/Amortization 46,542 46,946 45,810 Adjusted EBITDA (92,320) (64,173) (71,958) ​ B.
Contribution profit is a non-IFRS financial measure. See “— Non IFRS Financial Measures.” 89 Table of Contents Year ended December 31, 2023 compared with year ended December 31, 2022 Our consolidated contribution profit increased by €11.0 million (or 83.1%) to €24.2 million for the year ended December 31, 2023 from €13.2 million in 2022.
Year ended December 31, 2023 compared with year ended December 31, 2022 Our consolidated contribution profit increased by €11.0 million (or 83.1%) to €24.2 million for the year ended December 31, 2023 from €13.2 million in 2022.
Year ended December 31, 2023 compared with year ended December 31, 2022 For the years ended December 31, Increase/ (Decrease) (Euro thousands, except percentages) 2023 2022 2023 vs 2022 % Lanvin (76,533 ) (75,852 ) (681 ) 0.9 % Wolford (79,060 ) (81,901 ) 2,841 (3.5 )% St, John (46,695 ) (42,498 ) (4,197 ) 9.9 % Sergio Rossi (23,097 ) (24,502 ) 1,405 (5.7 )% Caruso (1,900 ) (1,446 ) (454 ) 31.4 % Other and holding companies (4,589 ) (684 ) (3,905 ) 570.9 % Eliminations and unallocated 5,124 2,150 2,974 138.3 % Total (226,750 ) (224,733 ) (2,017 ) 0.9 % Marketing and selling expenses for the year ended December 31, 2023 amounted to €226.8 million, an increase of €2.0 million (or 0.9%), compared to €224.7 million for the year ended December 31, 2022.
John (46,695) (42,498) (4,197) 9.9 % Sergio Rossi (23,097) (24,502) 1,405 (5.7) % Caruso (1,900) (1,446) (454) 31.4 % Other and holding companies (4,589) (684) (3,905) 570.9 % Eliminations and unallocated 5,124 2,150 2,974 138.3 % Total (226,750) (224,733) (2,017) 0.9 % ​ Marketing and selling expenses for the year ended December 31, 2023 amounted to €226.8 million, an increase of €2.0 million (or 0.9%), compared to €224.7 million for the year ended December 31, 2022. 82 Table of Contents By segment, the increase in marketing and selling expenses was mainly related to (i) an increase of €4.2 million (or 9.9%) from St.
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.
We therefore use contribution profit margin as a key indicator of profitability at the group level as well as the portfolio brand level.
For example, deliveries of seasonal goods to wholesale customers tend to concentrate from November to February for the Spring/Summer collection and from June to September for the Fall/Winter collection.
Our sales are usually higher in the months of the year in which wholesale customers concentrate their purchases. For example, deliveries of seasonal goods to wholesale customers tend to concentrate from November to February for the Spring/Summer collection and from June to September for the Fall/Winter collection.
The increase in operating loss was due to an increase in loss from operations before non-underlying items and a decrease of non-underlying items.
The increase in operating loss was resulted from an increase in loss from operations before non-underlying items, which was partially offset by a decrease of non-underlying items.
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.
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.
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.
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.
Net cash used in investing activities Net cash used in investing activities increased by €16.8 million from €(21.8) million net cash used for the year ended December 31, 2022 to €(38.6) million net cash used for the year ended December 31, 2023.
Net cash used in investing activities Net cash used in investing activities decreased by €38.5 million to €(0.1) million net cash used for the year ended December 31, 2024 from €(38.6) million net cash used for the year ended December 31, 2023.
The decrease was primarily attributable to (i) the decrease in inventory level which decreased by €1.9 million (or (1.8)%) to €107.2 million at the end of December, 2023, and (ii) a decrease in trade receivables of €3.2 million (or (6.6)%) to €45.7 million at the end of December, 2023.
The decrease was primarily attributable to (i) the decrease in inventory level which decreased by €1.9 million (or (1.8)%) to €107.2 million at the end of December, 2023, and (ii) a decrease in trade receivables of €3.2 million (or (6.6)%) to €45.7 million at the end of December 2023. 99 Table of Contents Net cash used in investing activities Net cash used in investing activities increased by €16.8 million from €(21.8) million net cash used for the year ended December 31, 2022 to €(38.6) million net cash used for the year ended December 31, 2023.
(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 was €30.8 million, an increase of €6.1 million or 24.8% compared to €24.7 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, 2024 was €37.1 million, a decrease of €2.9 million (or (7.3)%) compared to €40.0 million for the year ended December 31, 2023.
By segment, the increase in marketing and selling expenses was mainly related to (i) an increase of €22.6 million (or 38.0%) from Wolford, (ii) an increase of €17.7 million (or 30.5%) from Lanvin, (iii) an increase of €15.0 million (or 158.2%) from Sergio Rossi, and (iv) an increase of € 4.8 million (or 12.7%) from St. John.
By segment, the decrease in marketing and selling expenses was mainly related to (i) a decrease of €9.5 million (or (12.0)%) from Wolford, (ii) a decrease of €4.3 million (or (5.6)%) from Lanvin, (iii) a decrease of €4.2 million (or (18.1)%) from Sergio Rossi, (iv) a decrease of €0.3 million (or 0.5%) from St.
The decrease in income tax expenses for the year ended December 31, 2022 compared to the year ended December 31, 2021 was primarily attributable to €0.3 million deferred income taxes impact in 2022, compared to €3.5 million in 2021.
The decrease in income tax expenses for the year ended December 31, 2024 compared to the year ended December 31, 2023 was primarily due to €0.4 million deferred taxes loss in 2024, compared to €2.3 million loss in 2023.
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.
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.
Loss before income tax Year ended December 31, 2023 compared with year ended December 31, 2022 Loss before income tax for the year ended December 31, 2023 amounted to €142.8 million, a decrease of €97.0 million or (40.5)%, compared to €239.9 million for the year ended December 31, 2022.
Year ended December 31, 2023 compared with year ended December 31, 2022 Loss before income tax for the year ended December 31, 2023 amounted to €142.8 million, a decrease of €97.0 million or (40.5)%, compared to €239.9 million for the year ended December 31, 2022. 85 Table of Contents Income tax (expenses) / benefits Income taxes include the current taxes on the results of our operations and any changes in deferred income taxes.

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Selected Financial Data — reserved (removed by SEC in 2021)

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Duties of Directors Under Cayman Islands law, our directors owe fiduciary duties us, including a duty of loyalty, a duty to act honestly, and a duty to act in what they consider in good faith to be in the best interests of the Company.
Duties of Directors Under Cayman Islands law, our directors owe fiduciary duties to us, including a duty of loyalty, a duty to act honestly, and a duty to act in what they consider in good faith to be in the best interests of the Company.
It was previously considered that a director need not exhibit in the performance of his or her duties a greater degree of skill than may reasonably be expected from a person of his or her knowledge and experience.
It was previously considered that a director need not, in the performance of his or her duties, exhibit a greater degree of skill than may reasonably be expected from a person of his or her knowledge and experience.
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.
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. Prior to joining Fosun, Mr. Chan was an investment professional at Alcentra, a subsidiary of BNY Mellon. Mr.
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.
Nominating 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.
The compensation committee is responsible for, among other things: • reviewing at least annually the goals and objectives of our executive compensation plans, and amending, or recommending that our board of directors amend, these goals and objectives if the committee deems it appropriate; • reviewing at least annually our executive compensation plans in light of our goals and objectives with respect to such plans, and, if the committee deems it appropriate, adopting, or recommending to our board of directors the adoption of, new, or the amendment of existing, executive compensation plans; • evaluating at least annually the performance of our executive officers in light of the goals and objectives of our compensation plans, and determining and approving the compensation of such executive officers; • evaluating annually the appropriate level of compensation for our board of directors and committee service by non-employee directors; • reviewing and approving any severance or termination arrangements to be made with any executive officer of us; • reviewing perquisites or other personal benefits to our executive officers and directors and recommend any changes to our board of directors; and • administering our equity plans.
The compensation committee is responsible for, among other things: ● reviewing at least annually the goals and objectives of our executive compensation plans, and amending, or recommending that our board of directors amend, these goals and objectives if the committee deems it appropriate; ● reviewing at least annually our executive compensation plans in light of our goals and objectives with respect to such plans, and, if the committee deems it appropriate, adopting, or recommending to our board of directors the adoption of, new, or the amendment of existing, executive compensation plans; ● evaluating at least annually the performance of our executive officers in light of the goals and objectives of our compensation plans, and determining and approving the compensation of such executive officers; 111 Table of Contents ● evaluating annually the appropriate level of compensation for our board of directors and committee service by non-employee directors; ● reviewing and approving any severance or termination arrangements to be made with any executive officer of us; ● reviewing perquisites or other personal benefits to our executive officers and directors and recommend any changes to our board of directors; and ● administering our equity plans.
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.
Chan has over 30 years’ experience across a wide spectrum in commercial industry throughout omni-channel shopping platform, luxury commercial real estate projects, 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.
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.
Share Ownership The following table sets forth information as of April 21, 2025 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.
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
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. ​ 115 Table of Contents
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.
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 nine directors as of the date of this annual report. Of these nine directors, four are independent.
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.
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, 2025.
(1) Represents options to purchase Awards. (2) Represents Awards. (3) Ms. Zhao was the Executive President and Co-COO of Lanvin Group since 2020. For personal reasons, she transferred to a new role within Fosun Group in the function of Business Development in March 2023. Ms.
(1) Represents options to purchase Awards. (2) Represents Awards. (3) Ms. Zhao was the Executive President and Co-COO of Lanvin Group from 2020 to March 2023. For personal reasons, she transferred to a new role within Fosun Group in the function of Business Development in March 2023. Ms.
(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.
(6) 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, 2025 the economic beneficiary interest corresponding to such number of Ordinary Shares pursuant to our employee incentive award plan.
In the event of certain transactions or events affecting our shares, we or our respective successor entities, such as a “Corporate Transaction,” including (as determined by the board of directors of BF acting reasonably) (i) a merger or consolidation in which we are not the surviving entity; (ii) the sale, transfer of other disposition of all or substantially all of our assets; (iii) the completion liquidation or dissolution of us; (iv) certain reserve merger involving us; or (v) certain acquisitions by any person or related group of persons of beneficial ownership of securities possessing more than fifty percent (50%) of the total combined voting power of our outstanding securities, the outstanding Awards may automatically become fully vested and exercisable.
In the event of certain transactions or events affecting our shares, we or our respective successor entities, such as a “Corporate Transaction,” including (as determined by the board of directors of BF acting reasonably) (i) a merger or consolidation in which we are not the surviving entity; (ii) the sale, transfer of other disposition of all or substantially all of our assets; (iii) the completion liquidation or dissolution of us; (iv) certain reserve merger involving us; or (v) certain acquisitions by any person or related group of persons of beneficial ownership of securities possessing more than fifty percent (50%) of the total combined voting power of our outstanding securities, the outstanding Awards may automatically become fully vested and exercisable. 108 Table of Contents Plan amendment termination .
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.
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 ​ Exercise Price ​ Date of ​ Date of ​ Awards (€/Share) Grant 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, December 14, 2023 and 2024 ​ — Mitchell Alan Garber ​ * (2) — ​ April 1, 2023, December 14, 2023 and 2024 ​ — Jennifer Fleiss ​ * (2) — ​ April 1, 2023, December 14, 2023 and 2024 ​ — Jurjan Wouda Kuipers ​ * (2) — ​ April 1, 2023, December 14, 2023 and 2024 ​ — Ceci Kurzman ​ * (2) — ​ April 1, 2023, December 14, 2023 and 2024 ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ 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.
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 .
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 .
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.
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. (4) Mr.
(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.
(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 April 21, 2025 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.
Plan amendment termination . The board of BF may amend, suspend or terminate the BF Plan at any time, subject to shareholders’ approval (if so required under applicable laws).
The board of BF may amend, suspend or terminate the BF Plan at any time, subject to shareholders’ approval (if so required under applicable laws).
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.
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. D. Employees See “Item 4. Information on the Company—B. Business Overview—Employees.” E.
For information regarding share awards granted to our directors and executive officers, see the section entitled “ — Share Incentive Plan.” Employment Agreements and Indemnification Agreements Each of our executive officers is party to an employment agreement with our subsidiaries in the PRC.
For information regarding share awards granted to our directors and executive officers, see the section entitled “ —Share Incentive Plan. ” 107 Table of Contents Employment Agreements and Indemnification Agreements Each of our executive officers is party to an employment agreement with our subsidiaries in the PRC.
A director who is interested in a contract or proposed contract with us must declare the nature of his interest at a meeting of the directors. No nonemployee director has a service contract with us that provides for benefits upon termination of service.
A director who is interested in a contract or proposed contract with us must declare the nature of his interest at a meeting of the directors. No non-employee director has a service contract with us that provides for benefits upon termination of service.
Our directors also have a duty to exercise their powers only for a proper purpose, a duty to avoid conflicts of interest and of duty, a duty to disclose personal interest in contracts involving us, a duty not to make secret profits from the directors’ office and a duty to act with skill, care and diligence.
Our directors also have a duty to exercise their powers only for a proper purpose, a duty to avoid conflicts of interest and duty, a duty to disclose personal interest in contracts involving us, a duty not to make secret profits from the office as a board member and a duty to act with skill, care and diligence.
Kuipers satisfies the requirements for an “independent director” within the meaning of the NYSE listing rules and the criteria for independence set forth in Rule 10A-3 of the Exchange Act and is financially literate. The audit committee oversees our accounting and financial reporting processes.
Wouda Kuipers satisfies the requirements for an “independent director” within the meaning of the NYSE listing rules and the criteria for independence set forth in Rule 10A-3 of the Exchange Act and is financially literate. 110 Table of Contents The audit committee oversees our accounting and financial reporting processes.
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.
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 at 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 approving all related party transactions, 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.
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.
Fleiss holds a bachelor’s degree (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 until his retirement in July 2020, Mr.
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.
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. 109 Table of Contents Clawback Policy Since 2023, we have implemented a Clawback Policy to adhere to SEC rules and New York Stock Exchange listing criteria.
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.
Chan had worked at other international corporations as senior management, such as 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.
Accordingly, all of the Ordinary Shares held by the Sponsor may be deemed to be beneficially held by Fred Hu. (4) Based solely upon information contained in the most recent filed Schedule 13G/A of the Brilliant Fashion Holdings Limited, filed with the SEC on February 14, 2023, reflecting beneficial ownership as of December 31, 2023.
Accordingly, all of the Ordinary Shares held by the Sponsor may be deemed to be beneficially held by Fred Hu. 114 Table of Contents (4) Based solely upon information contained in the most recent Schedule 13G/A of Brilliant Fashion Holdings Limited, filed with the SEC on February 12, 2025, reflecting beneficial ownership as of December 31, 2024.
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.
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. Shanghai Yuyuan Tourist Mart (Group) Co., Ltd is majority-owned by Fosun International indirectly through a number of intermediate subsidiaries.
For so long as we qualify as a foreign private issuer, we will be exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including: • the rules under the Exchange Act requiring the filing of quarterly reports on Form 10-Q or current reports on Form 8-K with the SEC; • the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act; • the sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and • the selective disclosure rules by issuers of material nonpublic information under Regulation Fair Disclosure, or Regulation FD, which regulates selective disclosure of material non-public information by issuers.
For so long as we qualify as a foreign private issuer, we will be exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including: ● the rules under the Exchange Act requiring the filing of quarterly reports on Form 10-Q or current reports on Form 8-K with the SEC; ● the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act; ● the sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and ● the selective disclosure rules by issuers of material non-public information under Regulation Fair Disclosure, or Regulation FD, which regulates selective disclosure of material non-public information by issuers. 112 Table of Contents We are required to file an annual report on Form 20-F within four months of the end of each fiscal year.
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.
As of the date of this annual report, Awards and options to purchase Awards that tie to the economic beneficiary interests in relation to 6,341,873 Ordinary Shares are outstanding, of which Awards and options to purchase Awards that tie to the economic beneficiary interests in relation to 1,992,474 Ordinary Shares are held by our current executive officers and directors as a group.
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.
Wouda Kuipers is the chairperson of the audit committee. He 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.
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.
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.
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.
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 two years, Mr.
(6) The business address of each of the directors and executive officers of the Company is 4F, 168 Jiujiang Road, Carlowitz & Co, Huangpu District Shanghai, 200001, China.
The business address of Brilliant Fashion Holdings Limited is 4F, 168 Jiujiang Road, Carlowitz & Co, Huangpu District Shanghai, 200001, China. (5) The business address of each of the directors and executive officers of the Company is 4F, 168 Jiujiang Road, Carlowitz & Co, Huangpu District Shanghai, 200001, China.
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.
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 joining Primavera, Mr.
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.
Name Age Position Zhen Huang 53 Chairman and Director Tong “Max” Chen 44 Director Qiang Liu 45 Director Eric Chan ​ 56 ​ Director Chao Zou 42 Director Mitchell Alan Garber 60 Independent Director Jennifer Fleiss 41 Independent Director Jurjan Wouda Kuipers 62 Independent Director Ceci Kurzman 55 Independent Director ​ Zhen Huang is chairman of our board of directors.
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.
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.
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.
Compensation Committee The compensation committee consists of Mitchell Alan Garber, Jennifer Fleiss, Tong “Max” Chen and Zhen Huang. 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.
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).
According to this Schedule 13D/A, the aggregate amount of 90,334,215 Ordinary Shares beneficially owned by Fosun International included (i) 18,811,415 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.
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.
Chan holds a bachelor’s degree with dual majors in economics and mathematics from Emory University. Gong Cheng , 35, is our Chief Risk Officer and Global General Counsel. Mr. Cheng has been with the Lanvin Group since 2018 in various legal roles.
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.
According to our transfer agent, as of April 21, 2025, there were three record holders in the United States (including Cede & Co., the nominee of the Depositary Trust Company, holding approximately 59.2% of our outstanding Ordinary Shares) holding a total of 82,866,768 Ordinary Shares, representing approximately 59.3% of our total outstanding shares.
Such securities, however, are deemed to be outstanding only for the purpose of computing the percentage beneficial ownership of that person but are not deemed to be outstanding for the purpose of computing the percentage beneficial ownership of any other person. Under these rules, more than one person may be deemed to be a beneficial owner of the same securities.
Such securities, however, are deemed to be outstanding only for the purpose of computing the percentage beneficial ownership of that person but are not deemed to be outstanding for the purpose of computing the percentage beneficial ownership of any other person.
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.
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), FC3 Corp, Sprint Studios and The Observer. Ms.
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.
Our officers are elected by, and serve at the discretion of, the board of directors. 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 Jurjan Wouda Kuipers, Ceci Kurzman and Mitchell Alan Garber. Mr.
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.
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.
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.
The following individuals comprise our senior management as of the date of this annual report: ● Andy Lew as Executive President; ● Kat Yu David, Chan as Executive President and Chief Financial Officer; and ● Gong Cheng as Chief Risk Officer and Global General Counsel. Mr. Eric Chan was our Chief Executive Officer from December 2023 until January 2025.
We report under the Exchange Act as a non-U.S. company with foreign private issuer status.
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.
(3) Based solely upon information contained in the most recent filed Schedule 13G of the Primavera Capital Acquisitions LLC, filed with the SEC on February 14, 2023, reflecting beneficial ownership as of December 31, 2022.
For details, see “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Meritz Private Placement.” (3) Based solely upon information contained in the most recent Schedule 13G of the Primavera Capital Acquisitions LLC, filed with the SEC on February 14, 2023, reflecting beneficial ownership as of December 31, 2022.
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.
He is also an Executive Director and Executive President of Fosun International, the chairman of Shanghai Yuyuan Tourist Mart (Group) Co., Ltd. (SSE Stock Code: 600655), a board member of Shede Spirits Co., Ltd. (SSE Stock Code: 600702), and the vice chairman of Beijing Sanyuan Foods Co., Ltd. (SSE Stock Code: 600429). Mr.
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.
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. Jennifer Fleiss is one of our independent directors. Ms.
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.
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. ​ ​ ​ ​ ​ ​ ​ ​ % of Total Ordinary Name of Beneficial Owner Ordinary Shares Shares / Voting Power ​ Principal Shareholders ​ ​ Fosun International Limited (1) ​ 90,334,215 ​ 64.63 % Fosun Fashion Holdings (Cayman) Limited (1) 18,811,415 13.46 % Meritz (2) 13,804,733 9.88 % Primavera Capital Acquisition LLC (3) 15,280,000 10.18 % Brilliant Fashion Holdings Limited (4) 8,651,247 6.19 % Directors and Executive Officers (5) — — ​ Zhen Huang — — ​ Tong “Max” Chen — — ​ Qiang Liu — — ​ Eric Chan — — ​ Chao Zou — — ​ Mitchell Alan Garber (6) * * ​ Jennifer Fleiss (7) * * ​ Jurjan Wouda Kuipers (7) * * ​ Ceci Kurzman (7) * * ​ Andy Lew — — ​ Kat Yu David, Chan (7) * * ​ Gong Cheng (4) 8,651,247 6.19 % All directors and executive officers as a group (12 individuals) 9,073,159 6.49 % (1) Based solely upon information contained in the most recent Schedule 13D/A of Fosun International, filed with the SEC on August 6, 2024, reflecting beneficial ownership as of August 2, 2024.
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.
Chao Zou is a member of our board of directors. He also serves as the Executive President, and Chief Financial Officer of Shanghai Yuyuan Tourist Mart (Group) Co., Ltd., the Chairman of Supervisory Board of Tom Tailor GmbH, a board member of Shede Spirits Co., Ltd. and Jinhui Liquor Co., Ltd.
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.
Fleiss is a co-founder of Rent the Runway, a former executive within Walmart’s tech incubator, a former Partner at Initialized Capital and Volition Capital, a board member of Rent the Runway (RENT) and Shutterfly. She currently serves as CEO of a family travel product company, Roll Rider. Ms.
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.
(SSE Stock Code: 603919), and a board member of Shanghai Diamond Exchange. Prior to joining Fosun Group, Mr. 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.
Accordingly, our shareholders will receive less or different information about us than a shareholder of a U.S. domestic public company would receive. We are a non-U.S. company with foreign private issuer status and are listed on the NYSE. NYSE market rules permit a foreign private issuer like us to follow the corporate governance practices of our home country.
We are a non-U.S. company with foreign private issuer status and are listed on the NYSE. NYSE market rules permit a foreign private issuer like us to follow the corporate governance practices of our home country. Certain corporate governance practices in the Cayman Islands, our home country, may differ significantly from NYSE corporate governance listing standards.
(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.
Huang is the non-executive director of Fosun Tourism Group, a company within Fosun Group. Mr. Huang was awarded “Top Ten Economic Figures in China’s Circulation Industry” and “National Outstanding Commercial Entrepreneur”. Mr. Huang holds a bachelor’s degree in economics from Shanghai University of Finance and Economics and an MBA degree from Webster University.
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.
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. He was awarded the Order of Canada in 2019. 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.
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.
We are required to file an annual report on Form 20-F within four months of the end of each fiscal year. In addition, we intend to publish our results on a half-year basis through press releases, distributed pursuant to the rules and regulations of the NYSE.
In addition, we intend to publish our results on a half-year basis through press releases, distributed pursuant to the rules and regulations of the NYSE. Press releases relating to financial results and material events will also be furnished to the SEC on Form 6-K.
Press releases relating to financial results and material events will also be furnished to the SEC on Form 6-K. However, the information we are required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers.
However, the information we are required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. Accordingly, our shareholders will receive less or different information about us than a shareholder of a U.S. domestic public company would receive.
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.
He was appointed as the Chief Risk Officer of the Group in September 2021, and as the Global General Counsel in April 2024. Prior to joining the Lanvin Group, Mr. Cheng served as legal counsel in an offshore private equity fund managed by Fosun.
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.
Chan currently serves as a board member for three of Lanvin Group’s brands: Lanvin, Sergio Rossi and Caruso, and the chairman of the supervisory board of Wolford. At Lanvin Group, Mr.
The business address of Fosun Fashion Holdings (Cayman) Limited is 4F, 168 Jiujiang Road, Carlowitz & Co, Huangpu District Shanghai, 200001, China.
The business address of Fosun Fashion Holdings (Cayman) Limited is 4F, 168 Jiujiang Road, Carlowitz & Co, Huangpu District Shanghai, 200001, China. The business address of Yujing Fashion (BVI) Limited is Fuxing Rd East 2, Shanghai, 200010, China. (2) The share number reflects our repurchase of 5,245,648 Ordinary Shares from Meritz pursuant to a side letter between us and Meritz.
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.
Wouda Kuipers has served on the board of the Netherland-America Foundation (NAF) and now he is the Chairman of the NAF. Mr. 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.
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.
Therefore, Gong 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 certain Ordinary Shares held by Brilliant Fashion Holdings Limited over which Gong Cheng has dispositive power due to his right to receive within 60 days after April 21, 2025 the economic beneficiary interest corresponding to such number of Ordinary Shares pursuant to our employee incentive award plan.
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.
Fang’s resignation did not result from any dispute or disagreement with our Company or our board of directors regarding our practices, policies, or otherwise.
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.
Cheng is also a part-time tutor at East China University of Political Science and Law, Wenbo College. B. Compensation In 2024, we paid an aggregate of €1.238 million (based on the average exchange rate for the year of 2024) in cash compensation and benefits to our directors and executive officers as a group.
Removed
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.
Added
Tong “Max” Chen is a member of our board of directors. Mr. Chen is a partner and a founding member of Primavera Capital Group, which he joined in 2010. At Primavera, Mr.
Removed
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.
Added
He also received his JD and MBA degrees from Harvard Law School and Harvard Business School, respectively. 105 Table of Contents Qiang Liu is a member of our board of directors.
Removed
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.
Added
He also serves as Fosun Global Partner, Vice President of Fosun International Limited, Co-Chief Executive Officer of Technology & Finance Overseas, and General Manager of the Strategic Development Department within Fosun. Prior to joining Fosun Group, Mr. Liu served as investment director at Pingan Trust, and investment assistant director at Pan Asian Alliance Capital.
Removed
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.
Added
He holds a bachelor’s degree in finance from Nankai University and a master’s degree in finance from the Hanken School of Economics. Eric Chan is a member of our board of directors. He is Fosun Global Partner and also acting as the Co-Chairman of Fosun Happiness Business Group. Before joining Fosun Group, Mr.
Removed
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.
Added
He also holds Fellow - Institute of Public Accountants (FIPA) in Australia and Fellow- Institute of Financial Accountants(FFA)in the UK. Mitchell Alan Garber C.M is one of our independent directors. Mr. 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.
Removed
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.
Added
Kurzman is an experienced board member having served on several public and private boards spanning the last 15 years. She is an entertainment 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.

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Item 7. Management's Discussion & Analysis

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

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Sponsor Support Deed Concurrently with the execution of the Business Combination Agreement, PCAC, the Company, the Sponsor, other holders of founder shares and FFG entered into a sponsor support deed (the “Sponsor Support Deed”), pursuant to which the Sponsor and such other holders of founder shares agreed to, among other things, (i) vote all of their ordinary shares and preferred shares of PCAC held of record or thereafter acquired in favor of the Business Combination Agreement and the transactions contemplated thereby, (ii) be bound by certain covenants and agreements in the Business Combination Agreement, including non-solicitation and (iii) be bound by certain transfer restrictions with respect to their shares of PCAC, in each case, on the terms and subject to the conditions set forth in the Sponsor Support Deed, and pursuant to which the Sponsor also agreed to, immediately prior to the consummation of the Initial Merger, irrevocably forfeit and surrender certain Class B ordinary shares of PCAC to PCAC for nil consideration.
Related Party Transactions Sponsor Support Deed Concurrently with the execution of the Business Combination Agreement, PCAC, the Company, the Sponsor, other holders of founder shares and FFG entered into a sponsor support deed (the “Sponsor Support Deed”), pursuant to which the Sponsor and such other holders of founder shares agreed to, among other things, (i) vote all of their ordinary shares and preferred shares of PCAC held of record or thereafter acquired in favor of the Business Combination Agreement and the transactions contemplated thereby, (ii) be bound by certain covenants and agreements in the Business Combination Agreement, including non-solicitation and (iii) be bound by certain transfer restrictions with respect to their shares of PCAC, in each case, on the terms and subject to the conditions set forth in the Sponsor Support Deed, and pursuant to which the Sponsor also agreed to, immediately prior to the consummation of the Initial Merger, irrevocably forfeit and surrender certain Class B ordinary shares of PCAC to PCAC for nil consideration.
In connection with the closing of the Business Combination, we issued 4,500,000 Ordinary Shares in exchange for (i) the 4,000,000 PCAC Class A ordinary shares and (ii) 500,000 founder shares held by Aspex. Working Capital Loan Since PCAC’s inception, the Sponsor made working capital loans from time to time to PCAC to fund certain of PCAC’s capital requirements.
In connection with the closing of the Business Combination, we issued 4,500,000 Ordinary Shares in exchange for (i) the 4,000,000 PCAC Class A ordinary shares and (ii) 500,000 founder shares held by Aspex. 116 Table of Contents Working Capital Loan Since PCAC’s inception, the Sponsor made working capital loans from time to time to PCAC to fund certain of PCAC’s capital requirements.
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.
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, 2022, 2023 and 2024, we had amounts due to Fosun International and its subsidiaries (excluding accrued interest) of €14.1 million, €25.9 million and €148.8 million. On March 30, 2023, Jeanne Lanvin S.A.
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.
As of December 31, 2024, the amount owed to Meritz (excluding accrued interest) was €16.7 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.
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.
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.
The subscription commitment of $125 million from Fosun Fashion Holdings (Cayman) Limited was effected by way of re-investment of all of the repayment proceeds of certain existing shareholder loans that were borrowed by us from Fosun International for working capital purposes. See “—Other Related Party Transactions—Shareholder Loans ” below.
The subscription commitment of $125 million from Fosun Fashion Holdings (Cayman) Limited was effected by way of re-investment of all of the repayment proceeds of certain existing shareholder loans that were borrowed by us from Fosun International for working capital purposes.
Compensation—Share Incentive Plan.” Other Related Party Transactions Shareholder Loans We received certain unsecured shareholder loans for working capital purposes from our shareholder Fosun International and its subsidiaries, being Shanghai Fosun High Technology (Group) Co., Ltd. and Shanghai Fosun High Technology Group Finance Co., Ltd.
Compensation—Share Incentive Plan.” Other Related Party Transactions Shareholder Loans We received certain unsecured shareholder loans for working capital purposes from our shareholder Fosun International and its subsidiaries, being Shanghai Fosun High Technology (Group) Co., Ltd., Shanghai Fosun High Technology Group Finance Co., Ltd, FPI (US) I LLC and Fosun JoyGo (HK) Technology Limited.
Employment Agreements and Indemnification Agreements See “Item 6. Directors, Senior Management and Employees—B. Compensation—Employment Agreements and Indemnification Agreements.” Share Incentive Plan See “Item 6. Directors, Senior Management and Employees—B.
Employment Agreements and Indemnification Agreements See “Item 6. Directors, Senior Management and Employees—B. Compensation—Employment Agreements and Indemnification Agreements.” 119 Table of Contents Share Incentive Plan See “Item 6. Directors, Senior Management and Employees—B.
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.
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.
For the period from January 21, 2021 through December 31, 2021 and the nine months ended September 30, 2022, PCAC incurred $110,000 and $90,000 in fees for these services, respectively. Pursuant to a letter agreement dated September 29, 2022, the Sponsor waived its right to be reimbursed for the foregoing expenses under such administrative services agreement.
For the nine months ended September 30, 2022, PCAC incurred $90,000 in fees for these services. Pursuant to a letter agreement dated September 29, 2022, the Sponsor waived its right to be reimbursed for the foregoing expenses under such administrative services agreement.
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.
Lease Agreement We leased certain property from Shanghai Fosun Bund Property Co., Ltd., which is a joint venture of Fosun International. In 2022, 2023 and 2024, we recognized rental expenses of €1.2 million, €1.1 million and €0.2 million to Shanghai Fosun Bund Property Co., Ltd. C. Interests of Experts and Counsel Not applicable.
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.
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.
Lock-Up Agreements Concurrently with the execution of the Business Combination Agreement, PCAC, the Company, a substantial number of FFG shareholders, the Sponsor and certain PCAC insiders holding founder shares entered into a lock-up agreement.
See “—Other Related Party Transactions—Shareholder Loans” below. 118 Table of Contents Lock-Up Agreements Concurrently with the execution of the Business Combination Agreement, PCAC, the Company, a substantial number of FFG shareholders, the Sponsor and certain PCAC insiders holding founder shares entered into a lock-up agreement.
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. 117 Table of Contents Concurrently with the execution of the Business Combination Agreement, LGHL, PCAC and certain investors (the “Initial PIPE Investors”), including Fosun Fashion Holdings (Cayman) Limited, a majority shareholder of FFG, entered into the initial subscription agreements (as restated and amended from time to time (including the amended and restated subscription agreement entered into on October 28, 2022), the “Initial PIPE Subscription Agreements”), pursuant to which the Initial PIPE Investors committed to subscribe for and purchase, in the aggregate, 5,000,000 Ordinary Shares for $10.00 per share for an aggregate purchase price equal to $50 million.
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.
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
Related Party Transactions Founder Shares In July 2020, PCAC initial shareholders paid $25,000 to cover certain of its offering and formation costs in exchange for 8,625,000 founder shares (after giving effect to a share recapitalization), which founder shares were transferred to the Sponsor on August 24, 2020.
Added
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.
Removed
On August 24, 2020, the Sponsor then transferred 215,625 founder shares to Chenling Zhang for an aggregate purchase price of $625, or approximately $0.003 per share. On September 21, 2020, PCAC effected a share capitalization, pursuant to which an additional 2,000,000 founder shares were issued for no consideration, resulting in there being 10,625,000 founder shares outstanding.
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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.
Removed
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.
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Certain additional existing shareholders of FFG subsequently acceded to the agreement.
Removed
(“Sky Venture”) and Aspex an aggregate of 1,000,000 founder shares for no cash consideration.
Removed
On December 30, 2020, the Sponsor then transferred including 40,000 founder shares to Muktesh Pant, 40,000 founder Shares to Teresa Teague and 40,000 founder shares to Sonia Cheng, each being a director of PCAC, for an aggregate purchase price of $120, $120 and $120, respectively, or approximately $0.003 per share.
Removed
On January 21, 2021, PCAC effected a share capitalization pursuant to which 1,725,000 founder shares were issued, resulting in 12,350,000 founder shares outstanding, of which 11,014,375 founder shares are held by the Sponsor.
Removed
Concurrently with the execution of the Business Combination Agreement, LGHL, PCAC and certain investors (the “Initial PIPE Investors”), including Fosun Fashion Holdings (Cayman) Limited, a majority shareholder of FFG, entered into the initial subscription agreements (as restated and amended from time to time (including the amended and restated subscription agreement entered into on October 28, 2022), the “Initial PIPE Subscription Agreements”), pursuant to which the Initial PIPE Investors committed to subscribe for and purchase, in the aggregate, 5,000,000 Ordinary Shares for $10.00 per share for an aggregate purchase price equal to $50 million.
Removed
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.
Removed
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.

Other LANV 10-K year-over-year comparisons