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1、Home essential First Class Experience ANNUALREPORT2024/25ContentsCorporate Information2Directors Biographies3Financial Highlights6Chairmans Statement7Management Discussion and Analysis10Corporate Governance Report19Directors Report36Independent Auditors Report52Consolidated Statement of Comprehensiv
2、e Income58Consolidated Statement of Financial Position60Consolidated Statement of Changes in Equity62Consolidated Statement of Cash Flows65Notes to the Consolidated Financial Statements66Particulars of Major Properties159Financial Summary163MAN WAH HOLDINGS LIMITED Annual Report 2024/20252Corporate
3、InformationBOARD OF DIRECTORSExecutive DirectorsMr.Wong Man Li(Chairman and the Chief Executive Officer)Ms.Hui Wai Hing Mr.Alan Marnie Mr.Dai QuanfaMs.Wong Ying YingIndependent non-executive DirectorsMr.Chau Shing Yim,David Mr.Kan Chung Nin,Tony Mr.Ding YuanMr.Yang Siu ShunAUDIT COMMITTEEMr.Chau Shi
4、ng Yim,David(Chairman)Mr.Ding YuanMr.Kan Chung Nin,Tony Mr.Yang Siu ShunNOMINATION COMMITTEEMr.Wong Man Li(Chairman)Mr.Chau Shing Yim,DavidMr.Kan Chung Nin,TonyMr.Ding YuanREMUNERATION COMMITTEEMr.Ding Yuan(Chairman)Mr.Wong Man LiMr.Chau Shing Yim,David Mr.Kan Chung Nin,TonyCOMPANY SECRETARYMr.Zhang
5、 XianAUDITORPricewaterhouseCoopersCertified Public AccountantsRegistered Public Interest Entity Auditor22/F Princes Building CentralHong KongBERMUDA SHARE REGISTRAR AND SHARE TRANSFER AGENTOcorian Service(Bermuda)Limited Victoria Place,5th Floor31 Victoria StreetHamilton HM 10 BermudaHONG KONG SHARE
6、 REGISTRARComputershare Hong Kong Investor Services Limited Shops 1712171617th Floor Hopewell Centre183 Queens Road East WanchaiHong KongREGISTERED OFFICEVictoria Place,5th Floor31 Victoria StreetHamilton HM 10 BermudaPRINCIPAL PLACE OF BUSINESS IN HONG KONG1st Floor,Wah Lai Industrial Center 1014 K
7、wei Tei Street,FotanNew Territories,Hong KongLEGAL ADVISERSReed Smith Richards Butler LLPOcorian Law(Bermuda)LimitedPRINCIPAL BANKERSHang Seng BankHong Kong and Shanghai Banking Corporation Limited Citibank,N.A.China Construction Bank Corporation Agricultural Bank of China Limited Bank of China Limi
8、tedIndustrial and Commercial Bank of China LimitedSTOCK CODE1999WEBSITEINVESTOR RELATIONS CONSULTANTStrategic Financial Relations Limited 24012,Admiralty Centre I18 Harcourt Road Hong KongMAN WAH HOLDINGS LIMITED Annual Report 2024/20253Directors BiographiesEXECUTIVE DIRECTORSMr.Wong Man Li,aged 60,
9、Member of the National Committee of Chinese Peoples Political Consultation Conference(“CPPCC”),BBS,JP,is our executive Director,Chairman,Chief Executive Officer(the“CEO”)and Managing Director,and is also the Chairman of the Companys nomination committee and a member of the Companys remuneration comm
10、ittee.He is responsible for the day-to-day overall management of our Company and mapping our growth strategy.Mr.Wong founded our Group in 1992 and is a director of a number of subsidiaries of the Company.He has over 30 years of experience in the furniture industry.In May 2015,Mr.Wong was elected as
11、an Executive Chairman of the Hong Kong Industrial&Commercial Association(香港工商總會)and as a Founding Chairman of the Happy Hong Kong Foundation Company Limited(築福香港基金會有限公司).Mr.Wong is the husband of Ms.Hui Wai Hing,an executive Director,and the father of Ms.Wong Ying Ying,also an executive Director.Mr.
12、Wong is a director of Man Wah Investments Limited,the controlling shareholder of the Company.Ms.Hui Wai Hing,aged 62,is our executive Director.She joined our Group in 1992 and was appointed as our Director on 17 November 2004.She is also a director of a number of subsidiaries of the Company.She is t
13、he wife of Mr.Wong Man Li,our Chairman,Chief Executive Officer,Managing Director and executive Director,and the mother of Ms.Wong Ying Ying,our executive Director.She has over 30 years of experience in the furniture industry.Ms.Hui is also a director of Man Wah Investments Limited,the controlling sh
14、areholder of the Company.Mr.Alan Marnie,aged 54,has been our executive Director since 6 October 2011 after joining the Group in September 2010.He is responsible for exploring the furniture markets in the United Kingdom,Europe,Africa,Asia and Oceania.Mr.Marnie has over 30 years of experience in manuf
15、acturing,retail and marketing in the furniture industry.Prior to joining the Group,he was employed by Homestyle Operations Limited(“Homestyle”)as the managing director for Steinhoff Retail Furniture Division in the United Kingdom for 2 years from 2008 to 2010.Homestyle belongs to Steinhoff Internati
16、onal Holding Ltd(“Steinhoff”),a company listed on the Frankfurt Stock Exchange,and is one of the largest furniture retailers in Europe.In addition,Mr.Marnie had also worked for 19 years in Reid Furniture Limited,a company which was subsequently owned by Steinhoff,the largest furniture retailer of Sc
17、otland and Ireland at that time,and had served as its managing director and chief executive officer for 3 years and 2 years,respectively.Mr.Dai Quanfa,aged 51,has been our executive Director since 19 July 2012 after joining the Group in 1995,and is currently a director of a number of subsidiaries of
18、 the Company,including Man Wah Furniture Manufacturing(Huizhou)Co.,Ltd.(敏華傢俱製造（惠州）有限公司),Man Wah Furniture Manufacturing(Shenzhen)Co.,Ltd.(敏華傢俱製造（深圳）有限公司),Chongqing Man Wah Furniture Manufacturing Co.,Ltd.(重慶敏華傢俱製造有限公司)and Man Wah Furniture(China)Co.,Ltd.(敏華傢俱（中國）有限公司).Mr.Dai is also a general manage
19、r of the manufacturing center of the Group.He is responsible for the Groups manufacture of furniture.Mr.Dai has over 20 years of experience in the furniture industry.Ms.Wong Ying Ying,aged 38,has been our executive Director since 4 February 2015 after joining the Group in 2009.She is the daughter of
20、 Mr.Wong Man Li,our Chairman,Chief Executive Officer,Managing Director and executive Director,and Ms.Hui Wai Hing,our executive Director.She has been appointed as the General Manager of the Groups International Marketing Center,which is responsible for the Groups export business,since December 2018.
21、She is the chief brand officer and deputy general manager of the Great China Division of the Group.Ms.Wong is also a director of some of the subsidiaries of the Company.She is a member of Tianjins Political Consultative Conference,a committee member of the All-China Youth Federation,the vice-chairma
22、n of Dynamic Youth of Huizhou Ltd,vice-chairman of Kwai Tsing Volunteer Develop Team,honorary chairman of Shatin District Junior Police Call,member of the Y.Elites Association,honorary chairman of Shatin Sports Association,youth member of HK Industrial&Commercial Association Ltd,Youth Link and youth
23、 member of HK Young Industrialists Council and youth member of Jiangsu Youth Federation.She graduated from the University of Wisconsin Madison,Wisconsin,United States of America in 2009 with bachelors degrees in both Marketing and Sociology.Ms.Wong Ying Ying is also a director of Man Wah Investments
24、 Limited,the controlling shareholder of the Company.MAN WAH HOLDINGS LIMITED Annual Report 2024/20254Directors BiographiesINDEPENDENT NON-EXECUTIVE DIRECTORSMr.Chau Shing Yim,David,aged 61,has been our independent non-executive director since 5 March 2010 and is the Chairman of the Companys audit co
25、mmittee and a member of each of the Companys nomination committee and remuneration committee.Mr.Chau has over 30 years of experience in corporate finance and was formerly a partner of one of the big four accounting firms.Mr.Chau was a key member who founded their corporate finance division and held
26、the position as their Head of Merger and Acquisition and Corporate Advisory.Mr.Chau is a member of the Institute of Chartered Accountants in England and Wales(“ICAEW”),and was granted the Corporate Finance Qualification of ICAEW.He is also a member of the Hong Kong Institute of Certified Public Acco
27、untants(“HKICPA”)and was an ex-committee member of the Disciplinary Panel of HKICPA.Mr.Chau is a Senior Fellow and Director of the Hong Kong Securities and Investment Institute(“HKSI”)and he is a member of Corporate Committee and was the chairman of China and Corporate Committee.Mr.Chau is the membe
28、r of Hong Kong Metropolitan University(“HKMU”)Foundation Advisory Committee.Mr.Chau is the member of Pamela Youde Nethersole Eastern Hospital(“PYNEH”)Fund Raising Committee,PYNEH Charitable Trust and also ex-member of the Hospital Governing Committee.Mr.Chau is currently an independent non-executive
29、 director and audit committee chairman of OSL Group Limited(Formerly known as“BC Technology Group Limited”)(Stock Code:863),China Ruyi Holdings Limited(Stock Code:136),Productive Technologies Company Limited(Stock Code:650)and Lee&Man Paper Manufacturing Limited(Stock Code:2314).Mr.Chau resigned as
30、an independent non-executive director of each of China Evergrande New Energy Vehicle Group Limited(Stock Code:708)and China Evergrande Group(In Liquidation)(Stock Code:3333)in October 2024 and May 2024,respectively.All the aforesaid companies are listed on the Stock Exchange of Hong Kong.Mr.Kan Chun
31、g Nin,Tony,aged 74,LL.B.,P.C.LL.,SBS,BBS,JP,has been our independent non-executive Director since 20 May 2013.Mr.Kan is also a member of the Companys audit committee,nomination committee and remuneration committee.He is the Founder and Senior Consultant of Tony Kan&Co.,Solicitors&Notaries,practising
32、 as a Solicitor of the Supreme Court of Hong Kong since 1982.He is also a Solicitor of the Supreme Court of England and Wales,a Barrister and Solicitor of the Supreme Court of the Australian Capital Territory,as well as Advocate and Solicitor of the Supreme Court of the Republic of Singapore.He is a
33、lso a China Appointed Attesting Officer and a Notary Public.Mr.Kan had been serving as a Committee Member of the National Committee of the Chinese Peoples Political Consultative Conference for three consecutive terms and he also had been serving as a Committee Member of the Guangdong Committee of th
34、e Chinese Peoples Political Consultative Conference for three consecutive terms.Mr.Kan had been an Elected Member of the Sha Tin District Council from 1985 to the end of 2011.He had also been an Elected Member of the Regional Council and he was elected as Vice Chairman of the Council in July 1997 un
35、til its dissolution at the end of 1999.Since 1988,Mr.Kan has served as a Councilor of Heung Yee Kuk in the New Territories and is currently its Ex officio Member and Executive Committee Member.Mr.Kan has served on various advisory committees for the government,including Town Planning Board Member an
36、d Member of the Building Committee of Hong Kong Housing Authority.He had been a Member of the Election Committee of Hong Kong Special Administrative Region.Mr.Kan is an independent non-executive director of Nameson Holdings Limited(Stock Code:1982)and Shenzhen Investment Holdings Bay Area Developmen
37、t Company Limited(Stock Code:737).Mr.Kan was an independent non-executive director of Kimou Environmental Holding Limited(Stock Code:6805)from June 2019 to November 2024.The above mentioned companies are listed on the Main Board of the Stock Exchange.He has been appointed as a vice chairman of the b
38、oard of directors of DBG Technology Co.Ltd,a company listed on the Shenzhen Stock Exchange(Stock Code:300735)from February 2016 to April 2024.MAN WAH HOLDINGS LIMITED Annual Report 2024/20255Directors BiographiesMr.Ding Yuan,aged 55,has been our independent non-executive Director since 31 December 2
39、016.Mr.Ding is the Chairman of the Companys remuneration committee and a member of each of the Companys nomination committee and audit committee.Mr.Ding graduated with a doctor of philosophy degree in management science from the College of Business Administration,Bordeaux IV University in France in
40、December 2000.Mr.Ding served as a tenured professor in accounting and management control at the HEC School of Management in France from September 1999 to September 2006.He joined China Europe International Business School since September 2006,and currently serves there as the Cathay Capital Chair Pr
41、ofessor in Accounting.Mr.Ding is currently a non-executive director of Saurer Intelligent Technology Co.Ltd.(卓郎智能技術股份有限公司),a company listed on the Shanghai Stock Exchange(Stock Code:600545)from May 2018 and an independent non-executive director of Shanghai Kunchi Group Co.Ltd.(上海路捷鯤馳集團股份有限公司).Mr.Din
42、g was an independent non-executive director of Bluestar Adisseo Company(藍星安迪蘇股份有限公司),a company listed on the Shanghai Stock Exchange(Stock Code:600299)from August 2018 to September 2024.Mr.Ding is also an independent non-executive director of JS Global Lifestyle Company Limited(stock code:1691)from
43、August 2022,and of Health and Happiness(H&H)International Holdings Limited(stock code:1112)from January 2023,both of which are listed on the Stock Exchange.Mr.Ding has more than 20 years of experience in teaching and researching financial accounting,financial statement analysis,corporate governance
44、and mergers and acquisitions.Mr.Yang Siu Shun,aged 69,has been our independent non-executive director since 1 April 2022 and is a member of the Companys audit committee.Mr.Yang is currently serving as a Member of the 14th National Committee of the Chinese Peoples Political Consultative Conference,a
45、Justice of the Peace in Hong Kong,a Steward of the Hong Kong Jockey Club,and an independent non-executive director of Tencent Holdings Limited(Stock Code:700)which is publicly listed on the Stock Exchange of Hong Kong.Mr.Yang was an independent non-executive director of Industrial and Commercial Ban
46、k of China Limited(Stock Code:1398)which is publicly listed on the Stock Exchange of Hong Kong and the Shanghai Stock Exchange,up to August 2024,and was also an independent non-executive director of Xinyi Glass Holdings Limited(stock code:0868),which is publicly listed on the Stock Exchange of Hong
47、Kong,up to May 2024.Mr.Yang retired from PricewaterhouseCoopers(“PwC”)on 30 June 2015.Before his retirement,he served as the Chairman and Senior Partner of PwC Hong Kong,the Executive Chairman and Senior Partner of PwC China and Hong Kong,one of the five members of the Global Network Leadership Team
48、 of PwC and the PwC Asia Pacific Chairman.Mr.Yang served as a Member of the Exchange Fund Advisory Committee of the Hong Kong Monetary Authority,up to 31 August 2021.Mr.Yang also served as a Board Member and the Audit Committee Chairman of The Hang Seng University of Hong Kong(formerly known as Hang
49、 Seng Management College),up to 30 September 2018 and the Deputy Chairman of the Council of Hong Kong Metropolitan University(“HKMU”)(formerly known as The Open University of Hong Kong),up to 19 June 2019.Mr.Yang graduated from the London School of Economics and Political Science in 1978 and was awa
50、rded the degree of Honorary Doctor of Social Sciences by HKMU in 2019.Mr.Yang is a Fellow Member of the Institute of Chartered Accountants in England and Wales,the Hong Kong Institute of Certified Public Accountants and the Chartered Institute of Management Accountants.SENIOR MANAGEMENTAll the execu
51、tive directors of the Company are respectively responsible for the various aspects of the business and operations of the Group.These executive directors are regarded as the members of the senior management team of the Group.MAN WAH HOLDINGS LIMITED Annual Report 2024/20256Financial HighlightsFY2025F
52、Y2024FY2023FY2022FY2021HK$000HK$000HK$000HK$000HK$000 Revenue and other income17,249,38518,798,63317,788,86421,787,92016,945,965Gross profit margin40.5%39.4%38.5%36.7%36.1%Selling and administrative expense/revenue22.6%23.2%25.1%24.4%23.7%Profit attributable to the equity owners of the Company2,062,
53、6172,302,3661,914,9142,247,4911,924,513Net profit margin12.2%12.5%11.0%10.5%11.7%Basic earnings per share(HK cents)53.1959.0948.8056.9050.26Diluted earnings per share(HK cents)53.1959.0848.7756.7750.10Interim dividend(HK cents)15.015.015.013.010.0Proposed final dividend(HK cents)12.015.010.017.016.0
54、Dividend payout ratio50.8%50.7%51.2%52.6%52.7%Inventory turnover days54.549.170.963.161.4Account receivables turnover days38.433.240.433.332.1Account payables turnover days24.727.236.028.533.7Total assets20,023,59219,807,52019,640,48820,521,24417,438,861Total liabilities6,374,4266,731,8517,112,7187,
55、773,0716,033,802Total equity13,649,16613,075,66912,527,77012,748,17311,405,059Cash and bank balances4,006,3143,273,8303,738,2342,831,5593,296,093Return on equity116.2%19.1%16.6%19.2%17.9%Return on assets210.3%11.6%9.7%11.0%11.0%Notes:1.Return on equity=Profit attributable to equity owners of the Com
56、pany/equity attributable to equity owners of the Company at the end of the year.2.Return on assets=Profit attributable to equity owners of the Company/total assets at the end of the year.MAN WAH HOLDINGS LIMITED Annual Report 2024/20257Chairmans StatementDEAR SHAREHOLDERS,On behalf of the Board of D
57、irectors of Man Wah Holdings Limited(“Man Wah”or the“Company”),I am pleased to present the audited annual results of the Company and its subsidiaries(the“Group”)for the year ended 31 March 2025(“FY2025”,the“Review Period”or the“Reporting Period”).MAN WAH HOLDINGS LIMITED Annual Report 2024/20258Chai
58、rmans StatementDuring the financial year,the global economic conditions were complex and challenging.During the Review Period,the Group recorded a revenue of HK$16,902,634,000,representing a year-on-year decrease of 8.2%.However,gross profit margin increased from 39.4%to 40.5%which was attributable
59、to effective control of production costs;and the profit attributable to owners of the Company amounted to HK$2,062,617,000,representing a year-on-year decrease of approximately 10.4%.The management further enhanced the effectiveness and efficiency of the operations during the financial year.The decr
60、ease in profits was mainly due to fair value losses on investment properties of HK$71,244,000(Last Corresponding Period:HK$2,509,000),provision for impairment of goodwill of HK$104,310,000(Last Corresponding Period:HK$12,268,000),provision for impairment of property,plant and equipment of HK$96,419,
61、000(Last Corresponding Period:Nil)and provision for impairment of intangible assets of HK$12,795,000(Last Corresponding Period:Nil).Excluding the impact of these,the profit attributable to owners of the Company amounted to HK$2,347,386,000,representing a slight increase of 1.3%year-on-year.During th
62、e Review Period,the Group forged ahead in spite of the difficulties,steadfastly safeguarded its leading position in the recliner segment and actively promoted the steady development of its various businesses.Despite the multiple challenges in the domestic market,the industry was vitalized with the f
63、avorable policies.The implementation of the trade-in subsidy policy by the PRC government has played a positive role in stimulating the consumer demand for new furniture products.At the same time,the Company continued to appoint Wu Jing as the brand spokesman to enhance the brand awareness and affin
64、ity of the“CHEERS”brand,thereby consolidating its position as the preferred brand of recliners.The Group continued to optimize its product mix based on its in-depth research on changes in the domestic consumer demand.On one hand,the Group launched a series of value-for-money products with fashionabl
65、e designs to satisfy the needs of different consumer levels and aesthetic preferences,and continued to update and iterate the“zero wall”technology of recliner sofas;on the other hand,we continuously strengthened the development of sales channels.The Group optimized the customer-end store layout and
66、increase the operational efficiency by deepening the cooperation with distributors.Despite the ongoing pressure of market growth,according to the survey result by a third-party research institute,the Group continued its leading position among the recliner enterprises in the PRC and was once again re
67、cognized as the globally number one seller in terms of annual recliner sales volume for the calendar year of 2024.This is entirely attributable to the excellent product quality,remarkable branding effect and efficient production and operation.MAN WAH HOLDINGS LIMITED Annual Report 2024/20259Chairman
68、s StatementIn terms of the export business,the Group registered excellent results and met growth expectations during the Reporting Period.The steady growth of the global economy created favorable conditions for the export business,while the brand advantages and customer resources accumulated by Man
69、Wah in overseas markets over the years served as a solid growth driver of the business.It also proved that the diverse geographical business model of the Group has successfully diversified market risks and created value for shareholders.Amid the complex global trade environment,Man Wah has set up ne
70、w plants in different countries years ago to effectively mitigate risks in trading and ensure stable operation of the supply chain.Looking ahead,the Group will continue to monitor the global market developments and assess the feasibility of setting up new plants in more countries in a timely manner,
71、so as to further optimize the global production layout and minimize the impact of trade frictions on the business of the Company.Looking ahead to the new financial year,uncertainties will remain although the domestic economy is on an upward trend.The Companys domestic sales will focus on core cities
72、 and key regions.Leveraging the popularity of the brand spokesperson and favorable policies,the Company will further enhance brand awareness and product sales through refined market operations and precision marketing strategies.In respect of product R&D and innovation,it will increase the investment
73、 in the areas of intelligence,green and environmental protection,and continue to launch new products that meet the needs of domestic consumers for a high quality of life.For the export business,we remain cautiously optimistic despite the uncertainties in the global economy and trade.We will continue
74、 to closely monitor the international trade conditions,respond flexibly to potential risks,and curb operating costs by optimizing our global production layout and supply chain management,thereby improving the price competitiveness of products.At the same time,we will put greater efforts in exploring
75、 the European and emerging markets to nurture new business growth points and increase the Groups share and influence in the international market.Always adhering to the principle of quality first,Man Wah is committed to providing comfortable,stylish and safe furniture products to consumers around the
76、 world.The Company will continue to optimize its operation and management,and fully utilize its advantage of operating leverage to boost the operational efficiency and profitability of each business segment.By strengthening R&D and innovation,optimizing production processes,enhancing supply chain ma
77、nagement and strengthening brand building,Man Wah is confident that it will continue to lead the industry and create greater value for shareholders.I would like to express my sincere gratitude to each and every employee of Man Wah for their diligence and dedication,which has developed the Company in
78、to what it is today.Meanwhile,I would like to express heartfelt appreciation for the trust and support of our partners,distributors and consumers.In the future,Man Wah will join hands with all parties to overcome the difficulties and create a better future together.Wong Man LiChairmanMan Wah Holding
79、s LimitedMAN WAH HOLDINGS LIMITED Annual Report 2024/202510Management Discussion and AnalysisMARKET AND BUSINESS REVIEWDuring the FY2025,the global furniture market showed a complex and volatile trend.With the impact of the macroeconomic conditions,consumer confidence in the domestic market was slow
80、 to recover and they were more cautious in purchasing furniture products.Nonetheless,the trade-in subsidy policy launched by the Chinese government introduced a booster into the sluggish furniture market,partly offsetting the downturn in domestic sales.In overseas markets,the global economy graduall
81、y recovered and consumer demand rebounded in some regions,while the gradually emerging scenarios including trade frictions and exchange rate fluctuations posed certain challenges to the export business.In this complex market condition,the Group proactively responded to various challenges and maintai
82、ned the resilience of its business through a range of measures such as strengthening brand building,optimizing the product mix,expanding sales channels and enhancing operational efficiency.Once again,the Group ranked first globally in terms of recliner sales volume in the calendar year of 2024 accor
83、ding to the survey result by a third-party research institute(Source:Euromonitor International(Shanghai)Ltd.,measured in terms of retail sales volume of recliner sofas in the world in 2024;recliner sofa is an armchair of sofa that reclines when the occupant lowers the chairs back and raises its fron
84、t,including both electric and non-electric reclining sofa.Research was completed in April 2025).During the Review Period,the Group recorded a revenue of HK$16,902,634,000,representing a year-on-year decrease of 8.2%.However,gross profit margin for the year increased from 39.4%to 40.5%.The profit att
85、ributable to owners of the Company amounted to HK$2,062,617,000,representing a year-on-year decrease of 10.4%.The decrease was mainly due to fair value losses on investment properties of HK$71,244,000(Last Corresponding Period:HK$2,509,000),provision for impairment of goodwill of HK$104,310,000(Last
86、 Corresponding Period:HK$12,268,000),provision for impairment of property,plant and equipment of HK$96,419,000(Last Corresponding Period:Nil)and provision for impairment of intangible assets of HK$12,795,000(Last Corresponding Period:Nil).Excluding the impact of these,the profit attributable to owne
87、rs of the Company for the FY2025 amounted to HK$2,347,386,000,representing a slight increase of 1.3%year-on-year.1 PRC MarketIn response to the changes in the macro market,the Company actively optimized its sales channels over the past year.During the Review Period,the Company achieved a net additio
88、n of 131 stores,and had a total number of 7,367 stores(excluding Style(格調)and Suning stores),further strengthening the store layout in lower-tier markets and value-for-money series in first and second-tier cities.In terms of brand building,the Company appointed Wu Jing as the brand spokesperson to c
89、apitalize on his extensive social influence and good public image to make the public much more impressed with the“CHEERS”brand.In terms of products,the Company continued to increase its investment in R&D and launched a series of recliner sofa with innovative design,excellent quality and value-for-mo
90、ney features in order to maintain the competitiveness of its products in the market.As it took time for consumer confidence to fully recover in the domestic market,consumers purchasing power and intention to purchase were to a certain extent affected by the macroeconomic environment and employment s
91、ituation.In addition,competition in the furniture market intensified and overcapacity emerged in the sofa industry,which posed pressure on the selling prices of products and added challenges to the entire industry.Despite the severe price competition in the industry,the Group has established a solid
92、 market leadership position with more than 30 years of experience in sofa production processes,excellent quality and cost advantage.During FY2025,the Company recorded a sales revenue of HK$9,927,490,000 from the PRC market(excluding revenue from real estate,shopping mall property and other business)
93、,representing a decrease of approximately 17.2%from the corresponding period of last year,and accounting for 58.7%of the Companys revenue,which declined from 65.0%of last year.MAN WAH HOLDINGS LIMITED Annual Report 2024/202511Management Discussion and Analysis2 Overseas MarketsDuring the Review Peri
94、od,the performance of overseas markets continued to be satisfactory,with an overall export of approximately 884,000 sets of sofa products,representing a year-on-year growth of approximately 13.0%.Among them,the North America market steadily improved.The Group launched a series of products that match
95、 the aesthetics and usage habits of local consumers,which were well received and the orders and shipments continued to increase.During FY2025,it recorded a revenue of HK$4,420,102,000 from the North America market,representing a year-on-year increase of 3.2%,and accounting for 26.2%of the Groups rev
96、enue,which rose from 23.3%of last year.The growth in sales was primarily a result of the Companys brand recognition gained over the years,product innovation and channel expansion in the North America market.At the same time,the Company actively cooperated with local furniture retailers and distribut
97、ors to further expand its market coverage.For Europe and other overseas markets(excluding Home Group),the Group strengthened its strategic layout and marketing promotion and successfully expanded its sales channels,which were the major factors for the rapid growth of business in the region.During th
98、e Review Period,Europe and other overseas markets contributed a revenue of HK$1,468,854,000,representing a year-on-year increase of 22.9%,and accounting for 8.7%of the Groups revenue,which rose from 6.5%of last year.Home Group performed well and recorded a revenue of HK$777,388,000,representing a ye
99、ar-on-year increase of 15.3%,and accounting for 4.6%of the Groups revenue,which rose from 3.7%of last year.The production of Home Groups plant in Ukraine remained stable during the Review Period,but the management continues to monitor the situation in Ukraine following the outbreak of the war betwee
100、n Russia and Ukraine.FINANCIAL REVIEWRevenue,Other Income and Gross Profit MarginRevenue and other income(HK$000)As a percentage of revenueand other income(%)Gross profit margin(%)FY2025FY2024Change(%)FY2025FY2024FY2025FY2024 Sofas and ancillary products11,742,51212,658,825(7.2)%68.0%67.3%40.9%39.6%
101、Bedding and ancillary products2,408,0612,987,854(19.4)%14.0%15.9%42.0%43.8%Other products1,665,8731,819,602(8.4)%9.7%9.7%29.3%26.3%Home Group business777,388674,13615.3%4.5%3.6%32.7%29.2%Other business308,800270,78014.0%1.8%1.4%95.2%93.7%Revenue16,902,63418,411,197(8.2)%98.0%97.9%40.5%39.4%Other inc
102、ome346,751387,436(10.5)%2.0%2.1%Revenue and other income17,249,38518,798,633(8.2)%100.0%100.0%During FY2025,revenue and other income decreased by approximately 8.2%to approximately HK$17,249,385,000(Last Corresponding Period:approximately HK$18,798,633,000).The overall gross profit margin during the
103、 Review Period was approximately 40.5%(Last Corresponding Period:approximately 39.4%).MAN WAH HOLDINGS LIMITED Annual Report 2024/202512Management Discussion and Analysis1 Sofas and Ancillary ProductsDuring the Review Period,revenue from sofas and ancillary products was approximately HK$11,742,512,0
104、00,representing a decrease of approximately 7.2%as compared to approximately HK$12,658,825,000 in the Last Corresponding Period.During the Review Period,excluding Home Group business,the Group sold approximately 1,885,000 sets of sofa products(FY2024:approximately 1,902,000 sets),representing a decr
105、ease of approximately 0.9%(one set of sofa products equals to six seats,excluding chairs and other products which were sold to commercial clients).1.1 PRC MarketDuring the Review Period,revenue from the PRC market reached approximately HK$6,583,804,000,down by approximately 15.4%from approximately H
106、K$7,781,477,000 in the Last Corresponding Period,among which sofas products sold decreased by approximately 10.6%from approximately 1,120,000 sets in the Last Corresponding Period to approximately 1,001,000 sets,which was mainly attributable to the weak market demand in the furniture industry in the
107、 PRC.1.2 North America MarketDuring the Review Period,revenue from the North America market was approximately HK$4,146,118,000,representing an increase of approximately 3.0%from approximately HK$4,025,465,000 in the Last Corresponding Period,which was attributable to the increase in sales orders fro
108、m the customers.Among the revenue from North America during the Review Period,revenue from the United States and Canada was approximately HK$3,642,606,000 and HK$479,451,000,respectively.1.3 Europe and Other Overseas MarketsDuring the Review Period,revenue of sofa and supporting products from Europe
109、 and other overseas markets was approximately HK$1,012,590,000,representing an increase of approximately 18.9%from approximately HK$851,883,000 in the Last Corresponding Period,which was attributable to the increase in sales orders from certain major customers in Europe during the Review Period.2 Be
110、dding and Ancillary ProductsDuring the Review Period,revenue from bedding and ancillary products was approximately HK$2,408,061,000,representing a decrease of approximately 19.4%as compared to approximately HK$2,987,854,000 in the Last Corresponding Period,which was mainly attributable to the weak m
111、arket demand in the furniture industry in the PRC.3 Sales of Other ProductsDuring the Review Period,the Groups revenue from other products was approximately HK$1,665,873,000,representing a decrease of approximately 8.4%from approximately HK$1,819,602,000 in the Last Corresponding Period,which was ma
112、inly attributable to a decrease in sales of metal mechanism and smart furniture spare parts as a result of the weak market demand in the furniture industry in the PRC.MAN WAH HOLDINGS LIMITED Annual Report 2024/202513Management Discussion and Analysis4 Home Group BusinessDuring the Review Period,rev
113、enue from Home Group reached approximately HK$777,388,000,representing an increase of approximately 15.3%compared with approximately HK$674,136,000 in the Last Corresponding Period,which was mainly attributable to the increased demand in the European market.5 Other BusinessDuring the Review Period,r
114、evenue from the real estate,hotel,and lease of furniture mall and other properties of the Group reached approximately HK$308,800,000,representing an increase of approximately 14.0%compared with approximately HK$270,780,000 in the Last Corresponding Period,which was mainly attributable to the increas
115、e in lease income.6 Other IncomeDuring the Review Period,other income of the Group was approximately HK$346,751,000,representing a decrease of approximately 10.5%as compared with approximately HK$387,436,000 in the Last Corresponding Period,which was mainly attributable to the decrease in interest i
116、ncome of approximately HK$21,320,000.Cost of Goods SoldBreakdown of Cost of Goods SoldFY2025FY2024ChangeHK$000HK$000%Cost of raw materials7,532,3228,487,117(11.2)%Labour costs1,948,0892,055,123(5.2)%Manufacturing overhead578,061620,930(6.9)%Total10,058,47211,163,170(9.9)%MAN WAH HOLDINGS LIMITED Ann
117、ual Report 2024/202514Management Discussion and AnalysisCost of raw materials is the component of cost of goods sold and the reason the year-on-year decrease percentage was larger than that of revenue was mainly attributable to the decrease in average unit cost as compared to the Last Corresponding
118、Period,which is presented as follows:Major raw materialsAverage unit cost year-on-yearchange%Leather(6.7)%Steel products(3.0)%Wood5.2%Fabric(1.8)%Chemicals(9.8)%Packaging paper(9.9)%Other Gains and LossesDuring FY2025,other gains and losses of the Group amounted to net losses of approximately HK$541
119、,062,000(Last Corresponding Period:losses of approximately HK$304,195,000).The aforesaid losses in the Review Period were mainly attributable to the losses from changes in fair value of financial assets at FVPL of approximately HK$147,515,000,the impairment of goodwill of HK$104,310,000,the impairme
120、nt of property,plant and equipment of HK$96,419,000 and the fair value losses on investment properties of HK$71,244,000.Selling and Distribution ExpensesSelling and distribution expenses decreased by approximately 7.2%from approximately HK$3,314,346,000 in FY2024 to approximately HK$3,075,090,000 in
121、 FY2025.Selling and distribution expenses as a percentage of revenue increased from approximately 18.0%in FY2024 to approximately 18.2%in FY2025,including:(a)Advertising,promotion,and brand building expenses decreased by approximately 30.3%from approximately HK$579,579,000 to approximately HK$404,05
122、6,000,and their percentage in revenue decreased from approximately 3.1%to approximately 2.4%mainly due to the decline in consumption in the PRC market,as a result of which the Group has reduced the product promotion expenses for the PRC market accordingly;(b)Overseas transportation and port expenses
123、 increased by approximately 31.0%from approximately HK$588,713,000 to approximately HK$771,027,000,as a percentage of revenue it increased from approximately 3.2%last year to approximately 4.6%in FY2025,which was mainly attributable to the increase in the relevant expenses as a result of the increas
124、ing sea freight.Domestic transportation expenses decreased by approximately 7.9%from approximately HK$476,158,000 to approximately HK$438,711,000,representing approximately 2.6%of revenue,which was the same as FY2024;(c)Customs duties imposed on goods exported to the United States decreased by appro
125、ximately 88.9%from approximately HK$71,935,000 to approximately HK$7,989,000.The duties as a percentage of revenue decreased from approximately 0.4%in FY2024 to approximately 0.1%in FY2025,which was mainly attributable to the significant decrease in orders for exports from China to the U.S.and the f
126、act that currently exports to the U.S.market mainly came from the factory in Vietnam;MAN WAH HOLDINGS LIMITED Annual Report 2024/202515Management Discussion and Analysis(d)Salaries,welfare,and commissions of sales staff decreased by approximately 5.7%from approximately HK$806,217,000 to approximatel
127、y HK$760,402,000,and their percentage in revenue increased from approximately 4.4%in FY2024 to approximately 4.5%in FY2025,which was mainly attributable to the decrease in the number of sales staff.Administrative and Other ExpensesAdministrative and other expenses decreased by approximately 21.5%fro
128、m approximately HK$956,000,000 in FY2024 to approximately HK$750,373,000 in FY2025.As a percentage of revenue,administrative and other expenses were approximately 4.4%(FY2024:approximately 5.2%),which was mainly attributable to the out of court settlement of the litigation with a former supplier lea
129、ding to the reversal of over-provision for legal claim.Income Tax ExpenseIncome tax expense increased by approximately 11.4%from approximately HK$468,473,000 in FY2024 to approximately HK$521,776,000 in FY2025.The effective tax rate was approximately 19.5%in FY2025(FY2024:16.4%).Profit Attributable
130、to Owners of the Company and Net Profit MarginAs a result of the above,the profit attributable to owners of the Company decreased by approximately 10.4%from approximately HK$2,302,366,000 in FY2024 to approximately HK$2,062,617,000 in FY2025.The net profit margin of owners of the Group decreased fro
131、m approximately 12.5%in FY2024 to approximately 12.2%in FY2025.DividendsThe Board has proposed a final dividend of HK12 cents per share for FY2025.During FY2025,the Board declared and paid an interim dividend of HK15 cents per share.The Directors may recommend a payment of dividends in the future af
132、ter taking into account the operations,earnings,financial condition,cash requirements and availability,capital expenditure and future development requirements of the Group and other factors as they may deem relevant at such time.Total dividends declared for FY2025 accounted for approximately 50.8%of
133、 the profit attributable to owners of the Company.Working CapitalAs at 31 March 2025,the Groups cash and bank balances were approximately HK$4,006,314,000(31 March 2024:approximately HK$3,273,830,000),of which approximately HK$1,471,946,000 was denominated in RMB,approximately HK$172,289,000 was den
134、ominated in Euro,approximately HK$1,358,481,000 was denominated in US$and approximately HK$946,574,000 was denominated in HK$(31 March 2024:approximately HK$2,841,160,000 was denominated in RMB,approximately HK$142,265,000 was denominated in Euro,approximately HK$250,247,000 was denominated in US$an
135、d approximately HK$5,663,000 was denominated in HK$).The Group has been committed to maintaining a sound financial policy.Benefiting from the steady and sound development of the Companys business,it can effectively manage its cash flow and capital commitments.The Group also ensures that it has suffi
136、cient funds to meet its existing and future cash requirements while providing sustainable and stable dividend returns to shareholders.The Group has not experienced and does not expect to experience any difficulties in meeting its repayment obligations when a loan or financing is due.MAN WAH HOLDINGS
137、 LIMITED Annual Report 2024/202516Management Discussion and AnalysisLiquidity and Capital ResourcesAs at 31 March 2025,the Groups short-term borrowings amounted to approximately HK$4,213,483,000 and long-term borrowings amounted to approximately HK$1,066,000.The Groups major bank borrowings are deno
138、minated in HK$,RMB and US$and carry interest at fixed and variable rates.The fixed rates ranged from 0.64%to 3.50%(FY2024:0.64%to 3.50%).The variable rates are subject to either(i)the higher of Hong Kong Interbank Offered Rate plus a spread,ranging from 4.01%to 4.98%(FY2024:5.60%to 5.94%),or the bes
139、t lending rate quoted by the Hongkong and Shanghai Banking Corporation Limited plus 1%or(ii)Euro Interbank Offered Rate plus a spread,ranging from 4.01%to 7.58%(FY2024:5.60%to 7.58%).The weighted average effective interest rates of the above variable-rate and fixed-rate bank borrowings was 4.01%and
140、1.60%(FY2024:5.78%and 2.56%),per annum.The Groups primary source of working capital is cash flow from operating activities and bank deposits.As at 31 March 2025,the Groups current ratio was approximately 1.4(31 March 2024:approximately 1.3).As at 31 March 2025 the Groups gearing ratio was approximat
141、ely 33.2%(31 March 2024:approximately 34.0%),which is defined as total bank borrowings divided by total equity attributable to owners of the Group.Treasury Management PolicyThe treasury management policy of the Group is primarily to utilize surplus cash reserves to invest in low-risk products such a
142、s low-risk wealth management products,structured deposit or time deposit,etc.and to generate income without interfering with the Groups business operations or capital expenditures.With the aim of controlling risks to the Group,the Group generally invests in low-risk,short-term(normally with maturity
143、 periods not more than one year)and principal protected wealth management products,structured deposit or ordinary time deposit,etc.Allowance for InventoriesFor FY2025,the Group reversed an impairment allowance for inventories of approximately HK$13,958,000(FY2024:reversed an impairment of approximat
144、ely HK$5,577,000).Impairment Loss on Trade Receivables and Bills ReceivableFor FY2025,the Group provided impairment loss on trade receivables and bills receivable of approximately HK$50,829,000(FY2024:approximately HK$38,752,000).Pledge of AssetsAs at 31 March 2025,except for restricted bank balance
145、s of approximately HK$182,000(31 March 2024:HK$3,786,000),the Group did not have any pledged assets.Capital Commitments and Contingent LiabilitiesSave as disclosed in note 31 to the consolidated financial statements,the Group did not have any material capital commitments as at 31 March 2025.As at 31
146、 March 2025,the Group did not have any material contingent liabilities.MAN WAH HOLDINGS LIMITED Annual Report 2024/202517Management Discussion and AnalysisForeign Currency RisksThe Groups exposure to currency risks is mainly attributable to the trade and other receivables,bank balances,trade and oth
147、er payables and bank borrowings,which are denominated in currencies other than the functional currency of the respective Group entities.Except for the business of Home Group,most of the Groups sales in overseas markets are settled in US$.In addition,the Groups sales in Mainland China and Hong Kong m
148、arkets are settled in RMB and HK$respectively.Except for the business of Home Group,the Groups costs are mainly settled in US$,RMB and HK$.The revenue of Home Groups current business in Europe was settled mainly in Euro,while the cost was settled mainly in Euro,UAH(Ukrainian hryvnia)and PLN(Polish z
149、loty).The Group has no hedging policy(such as using any financial instrument)with respect to foreign exchange exposure.Significant Investments,Acquisitions and DisposalsThe Group did not have any significant investments or material acquisitions or disposals of subsidiaries,associates or joint ventur
150、es during the Review Period.Future Plan for Material Investments or Capital AssetsThe Group currently does not have any plan for material investments or capital assets in the coming year.HUMAN RESOURCESAs at 31 March 2025,the Group had 26,134 employees(31 March 2024:29,837 employees).The Group alway
151、s regards its employees as its most important resource,and provides its staff with sound working and living conditions at the main manufacturing bases,and has developed a comprehensive staff training and development,performance evaluation,and incentive system.With years of effort,the Group had also
152、in place a relatively established performance appraisal system,which has acted as a benchmark for the employee incentives.During FY2025,the total staff costs for the Group amounted to approximately HK$3,055,078,000(FY2024:approximately HK$3,193,022,000),of which approximately HK$20,956,000(FY2024:ap
153、proximately HK$17,406,000)was Directors emoluments.The Group endeavours to keep the remuneration packages of its employees competitive and reward employees based on their performance.As part of the Group remuneration system and policy,we have adopted a share award scheme which enables the Group to r
154、eward employees and incentivise them to perform better.MAN WAH HOLDINGS LIMITED Annual Report 2024/202518Management Discussion and AnalysisFUTURE PLANS AND OUTLOOKIn the PRC market,the speed of recovery of consumer confidence,the movement trend of the real estate market and the challenges faced by e
155、nterprises in the export trade will affect the national economic development,which in turn will have an impact on the domestic sales business of the Group.Nonetheless,the work report of the PRC government this year has designated the expansion of domestic demand as the top priority of its tasks and
156、missions,and the National Financial Regulatory Administration(國家金融監管總局)has also requested financial institutions to develop consumer finance to help boost consumption.The Group believes that the domestic sales market among the furniture industry is still full of opportunities,in particular,as it has
157、 transitioned from a newly-added property-driven market to one oriented with the replacement of the existing inventories,furniture brands with a leading position in the market will have more notable advantages.The Group will continue to tap the potential of the domestic market,focus on core cities a
158、nd key regions,and enhance brand awareness and product sales through refined market operations and precision sales strategies.The Group will strengthen the cooperation with government departments and trade associations in the industry by actively participating in the trade-in program and other campa
159、igns to promote consumption organized by the PRC government,so as to capture the policy dividends and further stimulate the consumer demand.In terms of channel establishment,the Group will continue to optimize its offline store layout and enhance operational efficiency,while increasing investment in
160、 online channels and their establishment to promote the integrated development of online and offline channels and provide consumers with a more convenient and efficient shopping experience.In respect of products,the Group will increase its investment in R&D to launch more smart,green and environment
161、ally-friendly furniture products to satisfy consumers pursuit of a high quality of life.In terms of overseas markets,despite the volatile global trade under the tariff policy of the United States,the Groups forward-looking deployment of factories in China,Vietnam,Mexico,Ukraine,Poland and Lithuania,
162、coupled with its self-established and professional logistics team,has given it a prominent edge in the face of trade barriers.The Group will continue to consolidate its market position in North America and Europe and further increase its market share by expanding new sales channels and customer reso
163、urces.Meanwhile,the Group will focus on monitoring the opportunities in developing the emerging markets to nurture new business growth points.Despite the multiple challenges,the Group is confident that it will maintain its industry-leading profitability in the future by leveraging its global leaders
164、hip in the recliner segment,strong brand equity,all-round product lines and efficient operation and management system.The Company will continue to adhere to the philosophy of quality first,continuously enhance the quality of its products and services,proactively respond to market changes and seize m
165、arket opportunities to create greater value for shareholders.MAN WAH HOLDINGS LIMITED Annual Report 2024/202519Corporate Governance ReportCORPORATE GOVERNANCE PRACTICESMan Wah Holdings Limited(the“Company”)has a policy of seeking to comply with established best practices in corporate governance.The
166、board(the“Board”)of directors(the“Directors”)of the Company believes that good corporate governance is crucial to improving the efficiency and performance of the Company and its subsidiaries(the“Group”)and to safeguarding the interests of its shareholders(the“Shareholders”).Set out below are the pri
167、nciples of corporate governance as adopted by the Company during the year ended 31 March 2025.Corporate Governance CodeThe Board acknowledges the importance of the highest standards of corporate governance as the Board believes that effective corporate governance practices are fundamental to enhanci
168、ng shareholders value and safeguarding the interest of shareholders.Accordingly,the Company has adopted sound corporate governance principles that emphasize effective internal control and accountability to all shareholders.During the Review Period,the Company has applied the principles of and compli
169、ed with the applicable code provisions of the Corporate Governance Code as set out in Appendix C1 to the Rules Governing the Listing of Securities on the Stock Exchange(the“Listing Rules”)in force during the year(the“CG Code”),save for the deviation from Code Provision C.2.1 under Part 2 of the CG C
170、ode which is explained below.The Company periodically reviews its corporate governance practices to ensure that they continue to meet the requirements of the CG Code.Under the Code Provision C.2.1,the roles of chairman and chief executive officer should be separate and should not be performed by the
171、 same individual.On 21 March 2022,Mr.Wong Man Li was appointed as the Chief Executive Officer of the Company.Mr.Wong Man Li,who also acts as the Chairman and the Managing Director of the Company,has been responsible for overseeing the general operations of the Group.The Board meets regularly to cons
172、ider major matters concerning the operations of the Group.The Board considers that this structure had not impaired the balance of power and authority between the Board and the management of the Company as all major decisions have been made in consultation with the Board and appropriate Board committ
173、ees,as well as management.The roles of the respective executive directors and senior management who are in charge of different functions complement the role of the Chairman and Chief Executive Officer.In addition,there are four independent non-executive Directors on the Board offering their experien
174、ce,expertise,independent advice and views from different perspectives.The Board is therefore of the view that there were adequate balance of power and safeguards in place.The Board believes that this structure had allowed the Group to operate efficiently.Model Code for Securities TransactionsThe Com
175、pany has adopted the Model Code for Securities Transactions by Directors of Listed Issuers(the“Model Code”)as set out in Appendix C3 to the Listing Rules as a code of conduct of the Company for Directors securities transactions.The Company has made specific enquiry of all Directors and the relevant
176、employees regarding any non-compliance with the Model Code during the Review Period,and they all confirmed that they had fully complied with the required standard set out in the Model Code and its code of conduct regarding directors securities transactions.Employees who are deemed to be in possessio
177、n of unpublished price sensitive information in relation to the Company or its shares are prohibited from dealing in shares of the Company during the black-out period.MAN WAH HOLDINGS LIMITED Annual Report 2024/202520Corporate Governance ReportCorporate Governance FunctionsIt is the responsibility o
178、f the Board to determine the appropriate corporate governance practices applicable to the Companys circumstances and to ensure relevant processes and procedures are in place to achieve the Companys corporate governance objectives.The duties of the Board in performing its corporate governance functio
179、ns under the CG Code include:1.to develop and review the Companys policies and practices on corporate governance;2.to review and monitor the training and continuous professional development of Directors and senior management of the Company;3.to review and monitor the Companys policies and practices
180、on compliance with legal and regulatory requirements;4.to develop,review and monitor the code of conduct and compliance manual applicable to employees and Directors of the Company;and5.to review the Companys compliance with the CG Code and disclosure in the Corporate Governance Report.During the Rev
181、iew Period,the Board in particular considered the following corporate governance issues:(i)to review the Terms of Reference and Proceedings of the Board;(ii)to review the Terms of References of the Audit Committee;(iii)to review the Terms of References of the Remuneration Committee;(iv)to review the
182、 Terms of Reference of the Nomination Committee;(v)to review the Shareholders Communication Policy and Procedures for Shareholders to propose a person for election as a Director;(vi)to review the Policy for the employees to raise concerns about possible improprieties;and(vii)to review the effectiven
183、ess of the internal controls and risk management systems of the Company through the Audit Committee.MAN WAH HOLDINGS LIMITED Annual Report 2024/202521Corporate Governance ReportSHAREHOLDERS MEETINGSThe annual general meeting and other general meetings of the Company are the primary forum for communi
184、cation by the Company with the Shareholders and for Shareholders participation.All Shareholders are encouraged to attend the general meetings or to appoint proxies to attend and vote at meetings on their behalf if they are unable to attend the meetings.During the Review Period,apart from the annual
185、general meeting,held on 24 June 2024,the Company has not held any other general meeting.Attendance recordsDuring the Review Period,the annual general meeting was held and the attendance records are as follows:BoardMeetings attended/Eligible to attend Annual GeneralMeeting Executive DirectorsMr.Wong
186、Man Li0/1Ms.Hui Wai Hing1/1Mr.Alan Marnie1/1Mr.Dai Quanfa0/1Ms.Wong Ying Ying1/1Independent Non-executive DirectorsMr.Chau Shing Yim,David0/1Mr.Kan Chung Nin,Tony1/1Mr.Ding Yuan0/1Mr.Yang Siu Shun1/1MAN WAH HOLDINGS LIMITED Annual Report 2024/202522Corporate Governance ReportDIRECTORS TRAINING AND P
187、ROFESSIONAL DEVELOPMENTThe Company has provided funds to encourage the Directors to participate in professional development courses and seminars to develop and refresh their knowledge and skills.During the Review Period,regulatory updates and relevant materials on amendment of Listing Rules were sen
188、t to the Directors for their awareness of the latest development on statutory requirements.The training each Director received during the Review Period is summarized as below:Name of DirectorReading materials regarding regulatory update and corporate governance matters or/and attending seminars/in-h
189、ouse workshops relevant to the Companys business,Listing Rules compliance and risk management Executive DirectorsMr.Wong Man Li(Chairman and the CEO)Ms.Hui Wai HingMr.Alan MarnieMr.Dai QuanfaMs.Wong Ying YingIndependent non-executive DirectorsMr.Chau Shing Yim,DavidMr.Kan Chung Nin,TonyMr.Ding YuanM
190、r.Yang Siu ShunBOARD OF DIRECTORSAs at 31 March 2025,the Board comprised five executive Directors and four independent non-executive Directors(the“INEDs”).The list of Directors is set out in the section headed“Directors Report”of this annual report.The Board has a balance of skills and experience ap
191、propriate for the requirements of the business of the Company.The Directors biographical information is set out in the section headed“Directors Biographies”of this annual report.Save for the Directors business relationships as a result of their respective directorships in the Company and the executi
192、ve Directors employment with the Group,the spousal relationship between the executive Directors Mr.Wong Man Li and Ms.Hui Wai Hing,and the family relationship between Mr.Wong Man Li,Ms.Hui Wai Hing and Ms.Wong Ying Ying,as disclosed in each of their respective biographies in the section headed“Direc
193、tors Biographies”of this annual report,there are no financial,business,family or other material or relevant relationships among members of the Board and they are independent from each other.MAN WAH HOLDINGS LIMITED Annual Report 2024/202523Corporate Governance ReportThe Board met regularly during th
194、e Review Period on an ad-hoc basis as required by business needs.The Boards primary purpose is to set and review the overall strategic development of the Group and to oversee the achievement of the plans to enhance Shareholders value.Daily operational decisions are delegated to the executive Directo
195、rs.Role and functionThe Board is responsible for overall strategic formulation and performance monitoring of the Group.It delegates day-to-day operations of the Company to the executive committee of the Board(the“Executive Committee”)and senior management within the control and authority framework s
196、et by the Board.In addition,the Board has also delegated various responsibilities to each of the Companys audit committee(the“Audit Committee”),remuneration committee(the“Remuneration Committee”)and nomination committee(the“Nomination Committee”).Further details of these committees are set out in th
197、e sections headed“Audit Committee”,“Remuneration Committee”and“Nomination Committee”below.Board meetingsThe Board has four scheduled meetings a year.Additional meetings would be arranged if and when required.The Directors can attend meetings in person or through other means of electronic communicati
198、on in accordance with the bye-laws of the Company(the“Bye-laws”).The company secretary of the Company(the“Company Secretary”)assists the Chairman in drawing the agenda of each meeting and each Director may request inclusion of matters in the agenda.Generally,at least 14 days notice of a regular Boar
199、d meeting is given and the Company aims at giving reasonable notice for all other Board meetings.The Company also aims at sending the agenda and the accompanying board papers,which are prepared in such form and quality as will enable the Board to make an informed decision on matters placed before it
200、,to all Directors at a reasonable time before the intended date of a Board meeting.All Directors have access to the Company Secretary who is responsible for ensuring that Board procedures are complied with and all applicable rules and regulations are followed.The Company Secretary is responsible for
201、 taking minutes of Board and Board committee meetings,drafts and final versions of which would be sent to Directors for comments and records respectively,in both cases within a reasonable time after each meeting.Minutes are recorded in sufficient detail the matters considered by the Board and decisi
202、ons reached,including any concerns raised by Directors or dissenting views(if any)expressed.Minutes of the Board and Board committees meetings are kept by the Company Secretary and are open for inspection by any Director or committee member.If a substantial shareholder of the Company or a Director h
203、as a conflict of interest in a matter(including material transaction with connected persons)which the Board has determined to be material,a Board meeting will be held instead of by way of resolution.MAN WAH HOLDINGS LIMITED Annual Report 2024/202524Corporate Governance ReportAttendance recordsDuring
204、 the Review Period,a total of four Board meetings were held and the attendance records are as follows:BoardMeetings attended/Eligible to attend Executive DirectorsMr.Wong Man Li(Chairman and the CEO)4/4Ms.Hui Wai Hing3/4Mr.Alan Marnie4/4Mr.Dai Quanfa4/4Ms.Wong Ying Ying4/4Independent Non-executive D
205、irectorsMr.Chau Shing Yim,David4/4Mr.Kan Chung Nin,Tony4/4Mr.Ding Yuan4/4Mr.Yang Siu Shun4/4Access to informationThe Directors may seek independent professional advice in appropriate circumstances,at the Companys expenses.The Company will,upon request,provide separate independent professional advice
206、 to Directors to assist the relevant Directors to discharge their duties to the Company.The Board is supplied with relevant information by the senior management pertaining to matters to be brought before the Board for decision as well as reports relating to operational and financial performance of t
207、he Group before each Board meeting.Where any Director requires more information than is volunteered by the management,each Director has the right to separately and independently access to the Companys senior management to make further enquiries if necessary.The Board reviewed the abovementioned mech
208、anism in ensuring the Directors right to access to information and its effectiveness.Coupled with the Companys commitment to ensuring the appointment of sufficient number of independent non-executive Directors in compliance with the Listing Rules,the Company is of the view that the Board has access
209、to independent views and opinions.The Board will continue to review the implementation and effectiveness of the abovementioned mechanism on an annual basis.Appointments and re-election of DirectorsDirectors were nominated by members of the Board during the year to fill casual vacancies or as an addi
210、tion to existing Board.The Nomination Committee,in consultation with the Board,determines the selection criteria and identifies candidates with the appropriate expertise and experience for the appointments of new Directors.The Nomination Committee then nominates the most suitable candidate to be app
211、ointed to the Board.MAN WAH HOLDINGS LIMITED Annual Report 2024/202525Corporate Governance ReportAccording to the Bye-laws,any Director so appointed by the Board shall hold office,in the case of filling a casual vacancy,only until the next following general meeting of the Company or,in the case of a
212、n addition to their number,until the next following annual general meeting of the Company who shall then be eligible for re-election at such general meeting.Every Director(including INEDs)is appointed for a specific term and is subject to retirement by rotation at least once every three years.Every
213、newly appointed Director will be given an introduction of regulatory requirements.The Directors are continually updated on the latest development of the Listing Rules and other applicable statutory requirements to ensure compliance and upkeep of good corporate governance practice.Independent Non-exe
214、cutive DirectorsPursuant to Rules 3.10(1),3.10(2)and 3.10A of the Listing Rules,the Company has appointed four independent non-executive Directors for a term of three years.Two of the INEDs,Mr.Chau Shing Yim,David and Mr.Yang Siu Shun,have appropriate professional qualifications or accounting or rel
215、ated financial management expertise.Every Director is subject to retirement by rotation at least once every three years in accordance with the Bye-laws.The INEDs are considered by the Board to be independent of the management and free of any relationship that could materially interfere with the exer
216、cise of their independent judgments.The Board considered that each of the INEDs brings his own relevant expertise to the Board and its deliberations.None of the INEDs has any business or financial interests with the Group nor has any relationship with other Directors.Directors and Auditors Responsib
217、ilities for AccountsThe Directors responsibilities for the accounts and the responsibilities of the external auditor to the Shareholders are set out on pages 55 to 57 of this annual report.Board CommitteesThe Board has established the following committees to oversee particular aspects of the Company
218、s affairs and to assist in the execution of the Boards responsibilities.All committees have their own terms of reference.All resolutions passed by the committees will be reported to the Board at the next Board meeting.Audit CommitteeThe Audit Committee has been established with specific written term
219、s of reference which deal clearly with its authorities and duties.As at 31 March 2025,the Audit Committee consisted of four INEDs,namely,Mr.Chau Shing Yim,David,Mr.Ding Yuan and Mr.Kan Chung Nin,Tony and Mr.Yang Siu Shun.The principal duties of the Audit Committee include,among other things:to revie
220、w the audit plans of the Groups external auditors;to review external auditors reports;MAN WAH HOLDINGS LIMITED Annual Report 2024/202526Corporate Governance Report to review the cooperation given by the Groups officers to the external auditors;to review the Groups financial statements before their s
221、ubmission to the Board;to review,approve and monitor internal control procedures and risk management systems;to review the effectiveness of our internal audit function;to review and approve the terms and conditions for all interested person transactions;to nominate external auditors for appointment;
222、to review and ratify interested person transactions to ensure that they comply with the approved internal control procedures and have been conducted on an arms length basis;and to review the Groups financial and accounting policies and practices.The Audit Committee has explicit authority to investig
223、ate any activity within its terms of reference and the authority to obtain outside legal or other independent professional advice if it considers necessary.It is given access to and assistance from the employees and reasonable resources to discharge its duties properly.During the Review Period,the B
224、oard had no disagreement with the Audit Committees view on the re-appointment of the external auditor.The financial statements for the Review Period have been reviewed by the Audit Committee.During the Review Period,two meetings of the Audit Committee were held and the Audit Committees primary work
225、done during the Review Period included,overseeing the relationship with the Companys external auditor,reviewing financial information of the Group,and overseeing of the Groups financial reporting system,internal control procedures and risk management system,and the effectiveness of the Groups intern
226、al audit function.The Company has adopted a term of reference of the Audit Committee,which complies with the provisions of the CG Code.The terms of reference of the Audit Committee are available on the Companys website.The members of the Audit Committee during the Review Period and their attendance
227、were as follows:Audit CommitteeMeetings attended/Eligible to attend Mr.Chau Shing Yim,David(Chairman)2/2Mr.Ding Yuan2/2Mr.Kan Chung Nin,Tony2/2Mr.Yang Siu Shun2/2MAN WAH HOLDINGS LIMITED Annual Report 2024/202527Corporate Governance ReportNomination CommitteeThe Nomination Committee has been establi
228、shed with specific written terms of reference which deal clearly with its authorities and duties.As at 31 March 2025,the Nomination Committee consisted of three INEDs,namely,Mr.Chau Shing Yim,David,Mr.Kan Chung Nin,Tony and Mr.Ding Yuan,and one executive Director of the Company,namely,Mr.Wong Man Li
229、.The principal duties of the Nomination Committee include,among other things:to nominate the Directors having regard to the Directors contribution and performance;to determine on an annual basis whether or not a Director is independent;to review the Companys board diversity policy and the progress o
230、n achieving the objectives set for implementing the said policy;to decide whether or not a Director is able to and has been adequately carrying out his duties as a Director;and to review and assess the adequacy of the corporate governance guidelines of the Company and to recommend any proposed chang
231、es to the Board for approval.The Nomination Committee has adopted a nomination policy(the“Nomination Policy”)which sets out the procedures and criteria for the selection,appointment and re-appointment of Directors.In evaluating and selecting a candidate for directorship,the Nomination Committee has
232、to consider,among others,character and integrity,willingness and ability to devote adequate time to discharge duties as a member of the Board and/or Board committees of the Company,diversity including but not limited to gender,age,cultural and educational background,professional experience,skills,kn
233、owledge and length of service;and such other relevant factors that the Nomination Committee may consider appropriate.The Board has adopted a board diversity policy(the“Board Diversity Policy”)which sets out the approach to achieve diversity on the Board.The Company aims to maintain a Board that has
234、a balance of skills,experience and diversity of perspectives appropriate to meet the requirements of its business.Board appointments will be based on merit,and candidates will be considered against objective criteria,having due regard to the benefit of diversity on the Board including but not limite
235、d to gender,age,cultural and educational background,professional experience,skills,knowledge and length of service.The Nomination Committee will give adequate consideration to these measurable objectives when making recommendations of candidates for appointment to the Board.As of the date of this an
236、nual report,the Board has two female Directors out of nine Directors.The gender ratio is the same for the senior management as it is for the Board,since executive Directors are considered as the senior management.The Board will maintain at the least the current level of female representation on the
237、Board,and in any event not less than the requirements under the Listing Rules.Whilst the Board believes that the current board composition is diverse,with a well-balanced mix of professional backgrounds,skills,experience,gender and age,the Board is committed to further enhancing gender diversity as
238、and when suitable candidates are identified and ensuring that an appropriate balance of gender diversity is achieved with reference to stakeholders expectation and international and local recommended best practices.Similar considerations shall also be applied for selecting potential candidate of the
239、 senior management team from time to time.All the executive Directors of the board have direct experiences in the Groups core markets,with various ethnic backgrounds and reflecting the Groups values and purposes.Two of the independent non-executive Directors have appropriate professional qualificati
240、ons and/or extensive accounting or related financial management expertise.One independent non-executive Director has an extensive legal background and one independent non-executive Director has extensive experiences in teaching and researching financial accounting,financial statement analysis,corpor
241、ate governance and mergers and acquisitions.MAN WAH HOLDINGS LIMITED Annual Report 2024/202528Corporate Governance ReportAs of 31 March 2025,36%of our colleagues are female.For details,please refer to the standalone Environmental,Social and Governance Report published by the Group.The Board consider
242、s that the gender ratio of the workforce of the Group,including the senior management,is appropriate for the operations of the Group and will strive to maintain this ratio.The Nomination Committee has designed measurable goals according to four major aspects(namely,the age,professional qualification
243、,term of service and independence)for purposes of implementing the Board Diversity Policy and considered that these goals have been achieved satisfactorily during the year.The relevant goals will be reviewed from time to time so as to ensure its appropriateness and its progress for achieving such go
244、als.The Nomination Committee will review the Board Diversity Policy from time to time(if appropriate)to ensure that such Policy continues to be effective.At present,the Nomination Committee has not set any measurable objectives to implement its Board Diversity Policy.However,it will consider and rev
245、iew the Board Diversity Policy and setting of any measurable objectives from time to time.Where vacancies exist at the Board,candidates are proposed and put forward to the Nomination Committee for consideration.The recommendations of the Nomination Committee will then be tendered to the Board for ap
246、proval.In considering the nomination of a new Director,the Nomination Committee will take into account the qualification,ability,working experience,leadership and professional ethics of the candidates.In determining the independence of Directors,the Board follows the requirements set out in the List
247、ing Rules.The Nomination Committee has explicit authority to seek any necessary information from the employees within its scope of duties and the authority to obtain outside independent professional advice if it considers necessary.During the Review Period,one meeting of the Nomination Committee was
248、 held and the work done of Nomination Committee includes reviewing the structure of the Board and determining the policy for the nomination of Directors.The members of the Nomination Committee during the Review Period and their attendance were as follows:Nomination CommitteeMeetings attended/Eligibl
249、e to attend Mr.Wong Man Li(Chairman)1/1Mr.Chau Shing Yim,David1/1Mr.Kan Chung Nin,Tony1/1Mr.Ding Yuan1/1MAN WAH HOLDINGS LIMITED Annual Report 2024/202529Corporate Governance ReportRemuneration CommitteeThe Remuneration Committee has been established with specific written terms of reference which de
250、al clearly with its authorities and duties.As at 31 March 2025,the Remuneration Committee consisted of three INEDs,namely,Mr.Ding Yuan,Mr.Chau Shing Yim,David and Mr.Kan Chung Nin,Tony,and one executive Director of the Company,namely,Mr.Wong Man Li.The principal duties of the Remuneration Committee
251、include,among other things:to review the remuneration of the executive Directors and to provide a greater degree of objectivity and transparency in the setting of remuneration;and to assess performance of the executive Directors and determine specific remuneration packages for each executive Directo
252、r and the Groups Managing Director.The Remuneration Committee determines,with delegated responsibility,the remuneration packages of individual executive directors and senior management.The Remuneration Committee may consult the Chairman about their proposals relating to the remuneration of other exe
253、cutive Directors.The Remuneration Committee takes into consideration industry practices and norms in compensation,in addition to the performance relative to the industry and the performance of the individual Directors.The Company reviews the remuneration package annually taking into consideration of
254、 the market practice,competitive market position and individual performance.During the Review Period,one meeting of the Remuneration Committee was held.The work done by the Remuneration Committee during the Review Period included the following:(i)to determine the policy for the remuneration of execu
255、tive Directors;(ii)to assess performance of executive Directors;(iii)to approve the terms of an executive Directors service contract;and(iv)to review and approve matters relating to share schemes under Chapter 17 of the Listing Rules.In order to attract,retain,and motivate executives and key employe
256、es serving the Group,the Company has adopted a share award scheme in June 2024.The incentive scheme enables the eligible persons to obtain an ownership interest in the Company and thus to reward the participants who contribute to the success of the Groups operations.During the Review Period,none of
257、the share awards granted to the grantees are subject to any performance targets assessment by the Company.In view that(i)the grantees are employees of the Group or Directors of the Company who will contribute directly to the overall management,operations,development and long term growth of the Group
258、;(ii)the grant is a recognition for the grantees past contributions to the Group;and(iii)the share awards are time-vesting and subject to a clawback mechanism,the Remuneration Committee is of the view that the grant of the share awards without performance targets is market competitive and aligns wit
259、h the purpose of the share award scheme.MAN WAH HOLDINGS LIMITED Annual Report 2024/202530Corporate Governance ReportDetails of the remuneration of the Directors of the Company for the Review Period are set out in note 37 to the consolidated financial statements and details of the share schemes of t
260、he Company are set out in note 29 to the consolidated financial statements.The members of the Remuneration Committee during the Review Period and their attendance were as follows:Remuneration CommitteeMeetings attended/Eligible to attend Mr.Ding Yuan(Chairman)1/1Mr.Wong Man Li1/1Mr.Chau Shing Yim,Da
261、vid1/1Mr.Kan Chung Nin,Tony1/1COMMUNICATION WITH SHAREHOLDERS AND INVESTOR RELATIONSThe Company recognizes the importance of open communication and fair disclosure.It is the Companys policy to ensure that all shareholders are equally informed of all major corporate developments.Set out below is a su
262、mmary of the Companys shareholders communication policy.All shareholders have proper notice of any general meeting of the Company at which the Directors and the committees members are available to give explanation on any query raised by the shareholders.Major information of the Company could be obta
263、ined from the Companys website or financial reports and circulars sent to the shareholders.Any enquiries by the shareholders requiring the Boards attention can also be sent in writing to the Investor Relations Manager of the Company whose contact details are set out in the paragraph headed“Sharehold
264、ers rights (c)Right to put enquiries to the Board”below.Resolutions put to the vote at the general meetings of the Company shall be decided on a poll,save that the chairman of the meeting may in good faith allow a resolution which relates purely to a procedural or administrative matter to be voted o
265、n by a show of hands.Procedures for conducting a poll will be explained to the shareholders at each general meeting and questions from shareholders regarding the voting procedures will be answered.The poll results will be posted on the websites of the Stock Exchange and the Company respectively in t
266、he manner prescribed under the Listing Rules.As part of a regular program of investor relations,senior executives may hold briefings or road shows after the results announcement and attend conferences with institutional investors and analysts to engage in two-way communications on Companys performan
267、ce,objectives and developments.Company visits can be arranged upon specific request.MAN WAH HOLDINGS LIMITED Annual Report 2024/202531Corporate Governance ReportShareholders rights(a)Right to convene special general meetingBye-laws(i)Bye-law 62 provides that the board of Directors may,whenever it th
268、inks fit,convene a special general meeting(“SGM”),and SGMs shall also be convened on requisition,as provided by the Companies Act(as defined therein),and,in default,may be convened by the requisitionists.Companies Act(i)Pursuant to section 74 of the Companies Act,a Shareholder or Shareholders holdin
269、g at the date of the deposit of the requisition not less than one-tenth of the paid-up capital of the Company as at the date of the deposit carries the right of voting at general meetings of the Company may requisition the directors of the Company(the“Directors”and each a“Director”)to forthwith proc
270、eed duly to convene an SGM by depositing a written requisition at the registered office of the Company.(ii)The written requisition must state the purposes of the meeting(including the resolutions to be considered at the meeting),signed by the requisitionists,deposited at the registered office of the
271、 Company at Victoria Place,5th Floor,31 Victoria Street,Hamilton HM 10,Bermuda and may consist of several documents in like form each signed by one or more requisitionists.(iii)If the Directors do not within 21 days from the date of the deposit of the requisition proceed duly to convene an SGM,the r
272、equisitionists,or any of them representing more than one half of the total voting rights of all of them,may themselves convene an SGM,but any SGM so convened shall not be held after the expiration of three months from the date of deposit of the requisition.(iv)An SGM so convened by the requisitionis
273、ts shall be convened in the same manner,as nearly as possible,as that in which meetings are to be convened by the Directors.(b)Right to put forward proposals at general meetingsCompanies Act(i)Sections 79 and 80 of the Companies Act allow certain Shareholder(s)to requisition the Company to give noti
274、ce to the shareholders in respect of any resolution which is intended to be moved at an annual general meeting(“AGM”)of the Company or circulate a statement in respect of any proposed resolution or business to be considered at a general meeting of the Company.Under section 79 of the Companies Act,at
275、 the expense of the requisitionists unless the Company otherwise resolves,it shall be the duty of the Company on the requisition in writing by such number of Shareholders:(a)to give to the Shareholders entitled to receive notice of the next AGM notice of any resolution which may properly be moved an
276、d is intended to be moved at that meeting;MAN WAH HOLDINGS LIMITED Annual Report 2024/202532Corporate Governance Report(b)to circulate to the Shareholders entitled to have notice of any general meeting sent to them any statement of not more than 1,000 words with respect to the matter referred to in
277、any proposed resolution or the business to be dealt with at that meeting.(ii)The number of Shareholders necessary to make the above-mentioned requisitions to the Company shall be:(a)either any number of Shareholders representing not less than one-twentieth of the total voting rights of all the Share
278、holders having at the date of the requisition a right to vote at the meeting to which the requisition relates;or(b)not less than 100 Shareholders.(iii)Notice of any such intended resolution shall be given,and any such statement shall be circulated,to Shareholders entitled to have notice of the meeti
279、ng sent to them by serving a copy of the resolution or statement on each such Shareholder in any manner permitted for service of notice of the meeting,and notice of any such resolution shall be given to any other Shareholder by giving notice of the general effect of the resolution in any manner perm
280、itted for giving him notice of meeting of the Company,provided that the copy shall be served,or notice of the effect of the resolution shall be given,as the case may be,in the same manner and,so far as practicable,at the same time as notice of the meeting and,where it is not practicable for it to be
281、 served or given at that time,it shall be served or given as soon as practicable thereafter.(iv)Section 80 of the Companies Act sets out the conditions to be met before the Company is bound to give any notice of resolution or to circulate any statement.Pursuant to section 80 of the Companies Act,the
282、 Company shall not be bound to give notice of any resolution or to circulate any statement as mentioned in paragraph(b)(i)above unless:(aa)a copy of the requisition signed by the requisitionists,or two or more copies which between them contain the signatures of all the requisitionists,is deposited a
283、t the registered office of the Company:(i)in the case of a requisition requiring notice of a resolution,not less than six weeks before the meeting;and(ii)in the case of any other requisition,not less than one week before the meeting;and(bb)there is deposited or tendered with the requisition a sum re
284、asonably sufficient to meet the Companys expense in giving effect to the procedures in paragraph(b)(i)above(i.e.the giving of notice of resolution and/or circulation of statement).Provided that if,after a copy of the requisition requiring notice of a resolution has been deposited at the registered o
285、ffice of the Company,an AGM is called for a date six weeks or less after the copy has been deposited,the copy though not deposited within the above-mentioned time shall be deemed to have been properly deposited for the purposes thereof.MAN WAH HOLDINGS LIMITED Annual Report 2024/202533Corporate Gove
286、rnance Report(c)Right to put enquiries to the BoardShareholders may at any time send their enquiries and concerns to the Board in writing for the attention of the Investor Relations Manager of the Company whose contact details are as follows:1st Floor,Wah Lai Industrial Center 1014 Kwei Tei Street,F
287、otanNew Territories,Hong Kong Fax:(852)2712 0630Email:The Investor Relations Manager of the Company shall forward the Shareholders enquiries and concerns to the Board and/or relevant committees of the Board to answer the Shareholders questions where appropriate.Having considered the implementation a
288、nd effectiveness of the channels of communication and engagement in place,the Board is satisfied that the Shareholders Communication Policy has been properly implemented during the year and is effective.CONSTITUTIONAL DOCUMENTSDuring the Review Period,the Company has adopted a new memorandum of asso
289、ciation(the“New Memorandum of Association”)by way of a special resolution passed on 24 June 2024 in order to provide the Company with the flexibility to hold treasury shares.The New Memorandum of Association was effective on 24 June 2024.For details of the New Memorandum of Association,please refer
290、to the announcement of the Company dated 24 May 2024 and the circular of the Company dated 31 May 2024.Save as disclosed above,there was no change in the Companys constitutional documents during the Review Period.DIRECTORS AND OFFICERS LIABILITY INSURANCEInsurance cover has been arranged for Directo
291、rs and Officers Liability to provide adequate cover,as determined by the Board,in respect of the Board members and senior management members of the Company.Such insurance has also been renewed before 31 March 2025 with a term from 1 April 2025 until 31 March 2026.INTERNAL CONTROL AND RISK MANAGEMENT
292、The Board is of the opinion that sound internal control and risk management systems will contribute to the effectiveness and efficiency of the operations of the Group and to the safeguard of the Groups assets as well as the Shareholders investment.The internal control and risk management systems are
293、 designed to prudently manage the Groups risks within an acceptable risk profile and provide reasonable assurance against material misstatement or loss.The main features of such systems include risk-based approach,integration of risk management and internal control,and a focus on reliability.MAN WAH
294、 HOLDINGS LIMITED Annual Report 2024/202534Corporate Governance ReportThe Company improves its business and operational activities by identifying the areas of significant business risks via a regular review and taking appropriate measures to control and mitigate these risks.The management of the Com
295、pany reviews all significant control policies and procedures and highlights all significant matters in relation to internal control and risk management systems to the Board and Audit Committee annually.If the management of the Company identifies any material internal control defects to the Board and
296、/or the Audit Committee,the Company will formulate measures to rectify such defects in a timely manner.The Board has an overall responsibility for the risk management and internal control systems of the Group and reviewing their effectiveness.The Executive Committee helps the Board to discharge its
297、responsibilities of ensuring and maintaining sound internal control functions by reviewing and monitoring the internal control systems and processes annually so as to ensure that they can provide reasonable assurance against material errors of the Group.The Company has an internal audit function.The
298、 Company has adopted certain procedures on monitoring,reporting and disclosure of inside information(as defined in the Listing Rules).This ensures timely reporting and disclosure as well as fulfilment of the Groups continuing disclosure obligations.The Board has reviewed the effectiveness of the ris
299、k management and internal control systems and considers the risk management and internal control systems effective and adequate.COMPANY SECRETARYMr.Zhang Xian is the Company Secretary of the Company.Mr.Zhang Xian reported to the Chairman of the Company and is responsible for advising the Board on co
300、rporate governance matters.Mr.Zhang Xian has confirmed that he has taken no less than 15 hours of relevant professional training during the Review Period.AUDITORS REMUNERATIONThe Audit Committee is responsible for considering the appointment of the external auditor.During the Review Period,the remun
301、eration paid or payable to the Companys auditor,Messrs.PricewaterhouseCoopers(“PwC”),is set out as follows:Services renderedPaid/payable feeHK$000 Statutory audit services1,950Review of interim financial information500Non-audit services268 2,718 Non-audit services mainly include tax consultancy serv
302、ices.MAN WAH HOLDINGS LIMITED Annual Report 2024/202535Corporate Governance ReportDIRECTORS RESPONSIBILITY FOR THE FINANCIAL STATEMENTSThe Directors acknowledge their responsibility for preparing financial statements of the Group which give a true and fair view of the state of affairs of the Group o
303、n a going concern basis and in presenting the financial statements,announcements and other financial disclosures required under the Listing Rules,the Directors aim to present a balanced,clear and understandable assessment of the Groups position and prospects.For the statements of the auditor about i
304、ts responsibility for reporting the financial statements,please refer to the section headed”Independent Auditors Report Auditors Responsibilities for the Audit of the Consolidated Financial Statements”on page 55 in this annual report.MAN WAH HOLDINGS LIMITED Annual Report 2024/202536Directors Report
305、The directors(the“Directors”)of Man Wah Holdings Limited(the“Company”)present this annual report and the audited consolidated financial statements of the Company for the Review Period.BUSINESS REVIEWA fair review of the Groups business,an indication of likely future development in the Groups busines
306、s,an analysis using financial key indicators as required by Schedule 5 to the Hong Kong Companies Ordinance(Cap.622)can be found in the“Chairmans Statement”and“Management Discussion and Analysis”section,which form part of this Directors Report of this annual report.Detailed discussions on the Groups
307、 environmental policies and performance,relationships with its key stakeholders,and compliance with relevant laws and regulations which have a significant impact on the Group are set out in the standalone Environmental,Social and Governance Report published by the Group.PRINCIPAL RISKS AND UNCERTAIN
308、TIES FACING THE COMPANYThe following are some of the key risks and uncertainties identified by the Group.There may be other risks and uncertainties in addition to those shown below which are not known to the Group or which may not be material now but could turn out to be material in the future.Compe
309、titionThe products of the Group are sold in over 60 countries.The Group needs to compete with global sofa manufacturers as well as a lot of local players.Advantages in cost control,design,quality and service are the core advantages of the Group,and if they cannot be maintained,the Groups market shar
310、e in major markets may decrease.Macroeconomic environmentCurrently,the Groups products are mainly sold in North America,China,Europe and other markets.Any negative macroeconomic change in its major markets may affect its sales growth or margins adversely.The Group needs to keep increasing its key co
311、mpetences to reduce possible impacts from macroeconomy.Besides,overseas transportation cost is one of the most important expense elements of the Group.Changes in the global economy may significantly affect shipping rate,which consequently may affect the Groups profitability or revenue growth.Supply
312、chainFor sofa production,the Group needs to source leather,wood,chemical materials from global the market.It needs to plan carefully in advance with its major suppliers on quantity,delivery time,material specifications etc.in order to match the delivery of materials with its production plan and avoi
313、d waiting time for its factories or customers.At the same time,the Group needs to keep its inventory level as low as possible to control cost.Any disruption in the supply chain may cause an increase in production cost or delay in delivery to its customers.In order to lower supply chain risks,the Gro
314、up has set up a comprehensive planning system for material procurement.In addition,for each major material,the Group has at least two qualified suppliers and keeps reviewing the competency of suppliers on a timely basis.MAN WAH HOLDINGS LIMITED Annual Report 2024/202537Directors ReportCORPORATE REOR
315、GANISATIONThe Company was incorporated with limited liability in Bermuda.The shares(“Shares”)of the Company were listed on the main board of the Stock Exchange with effect from 9 April 2010.PRINCIPAL ACTIVITIESThe Company acts as an investment holding company.The activities of its principal subsidia
316、ries are set out in note 35 to the consolidated financial statements.RESULTS AND APPROPRIATIONSThe results of the Company and together with its subsidiaries(referred to as the“Group”)for the Review Period are set out in the consolidated statement of comprehensive income on pages 58 to 59 of this ann
317、ual report.An interim dividend of HK15.0 cents per Share amounting to approximately HK$581,669,000 was paid to the shareholders of the Company(“Shareholders”)during the Review Period.The Directors recommend the payment of a final dividend of HK12 cents per Share to the Shareholders on the register o
318、f members on 10 July 2025,amounting to approximately HK$465,370,000.PROPERTY,PLANT AND EQUIPMENTDuring the Review Period,the Group revalued all of its investment properties as at 31 March 2025.The net decrease in fair value of investment properties,which has been recognised directly in the consolida
319、ted statement of comprehensive income,amounted to approximately HK$71,244,000.Details of movements during the Review Period in the property,plant and equipment of the Group are set out in note 14 to the consolidated financial statements.SHARE CAPITALDetails of movements during the Review Period in t
320、he share capital of the Company are set out in note 28 to the consolidated financial statements.MAN WAH HOLDINGS LIMITED Annual Report 2024/202538Directors ReportDISTRIBUTABLE RESERVES OF THE COMPANYThe Companys reserves available for distribution to Shareholders as at the end of the Review Period w
321、ere as follows:20252024HK$000HK$000 Contributed surplus1,787,4371,785,002Retained earnings299,313849,301 2,086,7502,634,303 Under the Companies Act 1981 of Bermuda(as amended),the contributed surplus account of the Company is available for distribution.However,the Company cannot declare or pay a div
322、idend,or make a distribution out of contributed surplus if:(a)it is,or would after the payment be,unable to pay its liabilities as they become due;or(b)the realisable value of its assets would thereby be less than the aggregate of its liabilities and its issued share capital and share premium accoun
323、ts.DIRECTORSThe Directors of the Company during the Review Period and up to the date of this annual report were:Executive Directors:Mr.Wong Man Li(Chairman and the Chief Executive Officer)Ms.Hui Wai Hing Mr.Alan Marnie Mr.Dai QuanfaMs.Wong Ying YingIndependent Non-executive Directors:Mr.Chau Shing Y
324、im,David Mr.Kan Chung Nin,Tony Mr.Ding YuanMr.Yang Siu ShunIn accordance with clause 99 of the Bye-laws,Mr.Alan Marnie,Mr.Kan Chung Nin,Tony and Mr.Yang Siu Shun will retire by rotation.Mr.Alan Marnie and Mr.Yang Siu Shun,both being eligible,will offer themselves for re-election at the forthcoming a
325、nnual general meeting to be held on Monday,30 June 2025.MAN WAH HOLDINGS LIMITED Annual Report 2024/202539Directors ReportDIRECTORS SERVICE CONTRACTSNo Directors being proposed for re-election at the forthcoming annual general meeting of the Company has a service contract with the Company or its sub
326、sidiaries which is not determinable by the Group within one year without payment of compensation(other than statutory compensation).DIRECTORS INTERESTS IN SECURITIESAs at 31 March 2025,the interests of the Directors,chief executives and their associates in the Shares,underlying Shares and debentures
327、 of the Company and its associated corporations(within the meaning of Part XV of the Securities and Futures Ordinance(“SFO”),as recorded in the register maintained by the Company pursuant to Section 352 of the SFO,or as otherwise notified to the Company and the Stock Exchange pursuant to the Model C
328、ode set out in Appendix C3 to the Listing Rules were as follows:Long positions in shares,underlying shares and debentures of the CompanyName of directorCapacityNumber ofShares/underlyingShares heldApproximate percentage of the issued share capital of the Company 1 Mr.Wong Man LiInterest in controlle
329、d corporation2,423,782,400 262.50%Interest of spouse2,467,200 20.06%Beneficial owner2,992,000 20.08%Ms.Hui Wai HingBeneficial owner2,467,200 30.06%Interest of spouse2,426,774,400 362.58%Mr.Alan MarnieBeneficial owner800,000 40.02%Mr.Dai QuanfaBeneficial owner1,970,000 50.05%Ms.Wong Ying YingBenefici
330、al owner2,422,800 60.06%Mr.Yang Siu ShunBeneficial owner30,000 70.001%Interest of spouse20,000 70.001%Notes:1.The percentage of the Companys issued share capital is based on the 3,878,083,200 Shares issued as at 31 March 2025.2.These 2,423,782,400 Shares were beneficially owned by Man Wah Investment
331、s Limited which,in turn,was owned by Mr.Wong Man Li and Ms.Hui Wai Hing as to 80%and 20%,respectively.Mr.Wong was therefore deemed to be interested in the entire 2,423,782,400 Shares held by Man Wah Investments Limited.Mr.Wong also held 2,910,400 Shares and 81,600 share options granted to him under
332、the Share Option Schemes(as defined below),respectively.Upon exercise of those share options,Mr.Wong would directly own an aggregate of 2,992,000 Shares.Mr.Wong was also deemed,under Part XV of the SFO,to be interested in the 2,467,200 Shares in which Ms.Hui Wai Hing,the spouse of Mr.Wong,had a long
333、 position.MAN WAH HOLDINGS LIMITED Annual Report 2024/202540Directors Report3.These 2,467,200 Shares represented the 2,396,800 Shares held by Ms.Hui and the 70,400 underlying Shares upon the exercise of share options granted to Ms.Hui under the Share Option Schemes,respectively.Upon exercise of the share options,Ms.Hui would directly own an aggregate of 2,467,200 Shares.Ms.Hui was also deemed,unde
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