Acquisition of a subsidiary

12 Months Ended

Dec. 31, 2025

Disclosure of detailed information about business combination [abstract]

On August 9, 2024, the Group acquired 100% interest in Europa with cash consideration of $8,509. Europa is principally engaged in the sales and distribution of consumer health and wellness products in the United States and was acquired with the objective of expanding the Group into the United States consumer health and wellness industry. The acquisition has been accounted for as acquisition of business using the acquisition method.

I.Consideration transferred

The following table summarizes the acquisition date fair value of each major class of consideration transferred.


Total cash consideration transferred	$	8,509
Net cash outflow arising on acquisition:
Cash consideration	$	8,509
Less: cash and cash equivalent balances acquired (note 33(III))	163
Total net cash inflow arising on acquisition	$	8,346

II.Acquisition-related costs

The Group incurred acquisition-related costs of $613 on legal fees and due diligence costs. These costs have been included in ‘administrative and other operating expenses’.

III.Identifiable assets acquired and liabilities assumed

The following table summarizes the recognized amounts of assets acquired and liabilities based on fair value at the date of acquisition.


Property, plant and equipment and intangible assets	$	3,140
Other non-current assets	169
Inventories	5,498
Trade receivables (including loss allowance $80)	619
Deposits, prepayments and other receivables	566
Cash and cash equivalents	163
Trade payables	(6,677)
Accrued expenses	(257)
Lease liabilities	(2,906)
Total identifiable net assets acquired at fair value	$	315

The receivables acquired (which principally comprised trade receivables) with a fair value of $619 at the date of acquisition had gross contractual amounts of $699. The best estimate at acquisition date of the contractual cash flows not expected to be collected amounted to $80.

Measurement of fair values

The valuation technique used for measuring the fair value of material assets acquired was as follow.


Assets acquired			Valuation technique
Property, plant and equipment			Cost technique: The valuation model considers market prices for depreciated replacement cost when appropriate. Depreciated replacement cost reflects functional and economic obsolescence.

If the acquisition had occurred on January 1, 2024, management estimates that the Group’s consolidated revenue would have been increased by $13,094, and consolidated loss for the year would have been increased by $3,624. The pro forma information is for illustrative purposes only and is not necessarily an indication of revenue and results of operations of the Group that actually would have been achieved had the acquisition been completed on January 1, 2024, nor is it intended to be a projection of future results.

IV.Goodwill

Goodwill arising from the acquisition has been recognized as follows.


	2024
Consideration transferred (note 33(I))	$	8,509
Fair value of identifiable net assets (note 33(III))	(315)
Goodwill	$	8,194

The goodwill is attributable mainly to the skills and technical talent of Europa’s work force and the synergies expected to be achieved from integrating the company into the Group’s existing business. None of the goodwill recognized is expected to be deductible for tax purposes.