補充公告 茲提述德永佳集團有限公司（「本公司」）日期分別為二零二五年六月十日及二零二五 年六月十二日有關事件之公告（「該等公告」）。除文義另有所指外，本公告所用詞彙 與該等公告所界定者具有相同涵義。 董事會擬向股東及潛在投資者通報本公司近期就風險管理及內部控制系統所進行的檢 討結果。是次檢討就本集團若干非公開財務資料被無意發放給未獲授權人士而展開。 定期審閱程序 董事會透過審核委員會，每年對本公司的風險管理及內部監控系統的有效性及效率進行 檢討。該程序包括： 香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責，對其準確性或完整性 亦不發表任何聲明，並明確表示，概不就因本公告全部或任何部分內容而產生或因倚賴該等內容而引致 之任何損失承擔任何責任。 TEXWINCA HOLDINGS LIMITED 德永佳集團有限公司* （於百慕達註冊成立之有限公司） （股份代號：321） 網址：http://www.texwinca.com/ http://www.irasia.com/listco/hk/texwinca/ 風險評估： 定期評估主要業務風險及減低、降低或轉移該等風險的監控措施。 內部審計： ...

股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2025年7月31日 狀態: 新提交 致：香港交易及結算所有限公司 公司名稱: 德永佳集團有限公司 呈交日期: 2025年8月6日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | | 於香港聯交所上市 (註1) | 是 | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 00321 | 說明 | | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 2,000,000,000 | HKD | | 0.05 | HKD | | 100,000,000 | | 增加 / 減少 (-) | | | | | | | HKD | | | | 本月底結存 | | | 2,000,000,000 | HKD | | 0.05 | HKD | | 100,000,000 | 本月底法定/註冊股 ...

TEXWINCA HOLDINGS LIMITED 德永佳集團有限公司* （於百慕達註冊成立之有限公司） 執行董事 潘彬澤 （執行主席） 潘浩德 （執行副主席） 何麗康 （行政總裁） 吳武平 胡智恒 獨立非執行董事 鄭樹榮 羅仲年 林潔貽 陳育懋 董事會下設三個委員會，各董事在該等委員會所擔任的職位如下： 審核委員會 羅仲年 （主席） 鄭樹榮 林潔貽 陳育懋 提名委員會 （股份代號：321） 董事名單與其角色和職能 德永佳集團有限公司（「本公司」）董事會（「董事會」）的成員載列如下： 鄭樹榮 （主席） 羅仲年 林潔貽 陳育懋 何麗康 薪酬委員會 林潔貽 （主席） 鄭樹榮 羅仲年 陳育懋 何麗康 香港，二零二五年八月一日 * 僅供識別用途 ...

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責，對其準確性或完整性 亦不發表任何聲明，並明確表示，概不就因本公告全部或任何部分內容而產生或因倚賴該等內容而引致 之任何損失承擔任何責任。 TEXWINCA HOLDINGS LIMITED 德永佳集團有限公司* （於百慕達註冊成立之有限公司） （股份代號： 321 ） 網址： http://www.texwinca.com/ http://www.irasia.com/listco/hk/texwinca/ 委任執行副主席 及 委任執行董事 董事會欣然宣佈，於二零二五年八月一日起生效： 德永佳集團有限公司（「本公司」，及連同其附屬公司「本集團」）董事會（「董事會」） 欣然宣佈： 1. 委任執行副主席 本公司執行董事潘浩德先生（「潘先生」）將獲委任為本公司執行副主席，於二 零二五年八月一日起生效。 潘先生，四十八歲，現為本公司執行董事及本公司多間附屬公司董事。彼全面負 責本集團紡織及零售業務的管理工作。彼完成其在澳洲新南威爾斯大學的學業 後，於二零零三年加入本集團為管理培訓生及於二零一七年十月獲委任為本公司 執行董事。除上文所披露外，彼在過 ...

Core Viewpoint - The company reported a revenue growth of 4.1% to HKD 5.585 billion for the fiscal year ending March 31, 2025, but net profit attributable to ordinary equity holders decreased by 12.1% to HKD 116 million, indicating challenges in profitability despite revenue growth [1][3][4]. Financial Performance - Total revenue increased by 4.1% to HKD 5.585 billion, while net profit fell by 12.1% to HKD 116 million [1][3]. - The gross profit margin declined from 26.3% to 23.6%, a decrease of 2.7 percentage points, primarily due to the expansion of the factory in Vietnam and changes in the product mix [1][4]. Cost Factors - Non-operating factors impacted performance, including financing costs of HKD 20 million from the acquisition and expansion of the Vietnam factory, HKD 22 million in carbon emission costs, and increased shipping costs of HKD 15 million due to the Red Sea crisis [3][4]. - The company received HKD 89 million from the seizure of a warehouse in Guangzhou, which somewhat alleviated cost pressures [3]. Strategic Initiatives - The company is implementing a "China +1" strategy to mitigate geopolitical risks by optimizing production facilities in Dongguan and Vietnam, enhancing order acquisition capabilities from North American and European retailers [5][6]. - Upgrades at the Vietnam factory have prepared it for producing more complex and higher-priced products, potentially increasing product value and profitability in the future [5]. Digital Transformation and Market Expansion - The retail and distribution business is undergoing significant transformation, with confidence in gradually restoring profitability through strategic adjustments [7]. - E-commerce performance has been encouraging, and the optimization of the physical store network in mainland China and Hong Kong is laying the groundwork for future synergies [7]. - The company is pursuing digital transformation to enhance efficiency and reduce costs, with plans to expand into new regional markets beyond existing ones [7].

香港交易及結算所有限公司及香港聯合交易所有限公司對本通告的內容概不負責，對其準確性或完整性 亦不發表任何聲明，並明確表示，概不對因本通告全部或任何部分內容而產生或因倚賴該等內容而引致 之任何損失承擔任何責任。 TEXWINCA HOLDINGS LIMITED 德永佳集團有限公司* （於百慕達註冊成立之有限公司） （股份代號：321） 網址：http://www.texwinca.com/ http://www.irasia.com/listco/hk/texwinca/ - 1 - 一、 省覽截至二零二五年三月三十一日止年度之經審核綜合財務報表、董事會報 告與獨立核數師報告； 二、 (a) 宣佈派發末期股息每股普通股港幣 1.0 仙； (b) 宣佈派發特別末期股息每股普通股港幣 5.0 仙； 三、 (a) 重選退任董事（各作為一項獨立決議案）； (b) 授權董事會釐定董事之酬金； 四、 續聘核數師並授權董事會釐定其酬金； 五、 作為特別事項，考慮並酌情通過（無論有否修訂）下列決議案為普通決議案： 「動議： 「動議： - 2 - (a) 在本決議案(b)段之規限下，一般性及無條件授予董事一般性授權，在符 合適 ...

TEXWINCA HOLDINGS LIMITED 德永佳集團有限公司* (Incorporated in Bermuda with limited liability) If you for any reason have difficulty in receiving email notification or gaining access to the Website Version of the Corporate Communications and would like to receive the Current Corporate Communication and all future Corporate Communications(Note 2) in printed form, please complete, sign the enclosed Request Form and return it to the Company Branch share registrar in Hong Kong, Tricor Investor Services Limited ("Branch ...

TEXWINCA HOLDINGS LIMITED 德永佳集團有限公司* (Incorporated in Bermuda with limited liability) （於百慕達註冊成立之有限公司） NOTIFICATION LETTER 通知信函 22 July 2025 Dear Registered Shareholders, It is the responsibility of registered shareholders to provide a functional email address. If you have not provided your email address to the Company or need to update your email address, the Company recommends you to provide your email address by completing, signing the enclosed Reply Form and returning to the Branch Share Registrar at the ...

TEXWINCA HOLDINGS LIMITED 此乃要件 請即處理 閣下如 對本通函或應採取之行動 有任何疑問，應 諮 詢 股 票 經 紀 或 其 他 註 冊 證 券 交 易 商、 銀行經理、律師、專業會計師或其他專業顧問。 閣下如已出售或轉讓 名下所有德永佳集團有限公司之股份，應立即將本通函及隨附之代 表委任表格送交買主或承讓人，或經手買賣之銀行、股票經紀或其他代理商，以便轉交買 主或承讓人。 香港交易及結算所有限公司及香港聯合交易所有限公司對本通函之內容概不負責，對其 準 確 性 或 完 整 性 亦 不 發 表 任 何 聲 明，並 明 確 表 示，概 不 就 因 本 通 函 全 部 或 任 何 部 份 內 容 而產生或因倚賴該等內容而引致的任何損失承擔任何責任。 股東周年大會通告 德永佳集團有限公司謹訂於二零二五年八月二十一日星期四上午十時三十分假座香港新 界葵涌興芳路223號新都會廣場第二座42樓4207B室 舉 行 股 東 周 年 大 會，大 會 通 告 載 於 本 通函第23至26頁，並 附 奉 股 東 周 年 大 會 適 用 之 代 表 委 任 表 格，此 代 表 委 任 表 格 亦 於 本 ...

[Corporate & Shareholder Information](index=3&type=section&id=Corporate%20%26%20Shareholder%20Information) This section outlines the company's governance structure, board members, financial details, and share information [Corporate Structure and Governance](index=3&type=section&id=3.1%20Corporate%20Structure%20and%20Governance) This section outlines key corporate governance information for Texhong Textile Group Limited, including board members, committee compositions (audit, nomination, remuneration), company secretary, registered office, principal place of business, auditor, and legal advisors - The Board of Directors includes Executive Directors Poon Bun Chak (Executive Chairman), Ho Lai Hong (Chief Executive Officer), Poon Ho Tak, Ng Mo Ping, and Independent Non-executive Directors Cheng Shu Yung, Lo Chung Nin, Lam Kit Yi, Chan Yuk Mau (appointed from May 15, 2025)[4](index=4&type=chunk)[6](index=6&type=chunk) - The Audit, Nomination, and Remuneration Committees are chaired or primarily composed of Independent Non-executive Directors, ensuring the independence of corporate governance[4](index=4&type=chunk)[5](index=5&type=chunk)[6](index=6&type=chunk)[7](index=7&type=chunk) - The company is registered in Bermuda, with its principal place of business in Hong Kong, and its auditor is Ernst & Young[6](index=6&type=chunk)[7](index=7&type=chunk) [Financial and Share Information](index=4&type=section&id=3.2%20Financial%20and%20Share%20Information) This section provides the company's principal bankers, official website, share listing location, stock code, trading unit, financial year-end date, and the financial information timetable for the upcoming year, including interim and annual results announcement dates, dividend payment dates, and AGM dates - The company's stock code is **321**, listed on the Main Board of The Stock Exchange of Hong Kong, with a financial year-end date of **March 31**[9](index=9&type=chunk)[10](index=10&type=chunk) 2024/2025 Fiscal Year Dividend Distribution Plan | Dividend Type | Dividend Per Share (HKD cents) | Payment Date | | :--- | :--- | :--- | | 2024 Interim Dividend | 1.0 | January 8, 2025 | | 2024 Special Interim Dividend | 3.0 | January 8, 2025 | | 2025 Proposed Final Dividend | 1.0 | October 9, 2025 | | 2025 Proposed Special Final Dividend | 5.0 | October 9, 2025 | - The 2025 Annual General Meeting will be held on **August 21, 2025**[11](index=11&type=chunk) [Financial and Operational Highlights](index=5&type=section&id=Financial%20and%20Operational%20Highlights) This section provides a concise overview of the company's key financial and operational performance metrics over the past five fiscal years [Key Financial and Operational Metrics](index=5&type=section&id=5.1%20Key%20Financial%20and%20Operational%20Metrics) This section summarizes Texhong Textile Group's key financial and operational data for the past five fiscal years (2021-2025), including turnover, profit, total equity, total assets, various ratios, and employee numbers, illustrating trends in revenue, profitability, and efficiency 2025 Fiscal Year Key Financial Data | Metric | 2025 (HKD million) | 2024 (HKD million) | Change Rate | | :--- | :--- | :--- | :--- | | Turnover | 5,585 | 5,367 | +4.1% | | Profit Attributable to Ordinary Equity Holders | 116 | 132 | -12.1% | | Total Equity | 4,769 | 4,793 | -0.5% | | Total Assets | 6,888 | 7,108 | -3.1% | | Basic Earnings Per Share (HKD cents) | 8.4 | 9.6 | -12.5% | | Dividend Per Share (HKD cents) | 10.0 | 7.0 | +42.9% | 2025 Fiscal Year Key Operational Metrics | Metric | 2025 | 2024 | Change Rate | | :--- | :--- | :--- | :--- | | Current Ratio (times) | 2.8 | 3.0 | -6.7% | | Inventory to Turnover (days) | 81 | 105 | -22.9% | | Interest Coverage Ratio (times) | 2 | 4 | -50.0% | | EBITDA (HKD million) | 593 | 589 | +0.7% | | Total Employees | 9,799 | 9,849 | -0.5% | - In fiscal year 2025, the company's turnover increased by **4.1%** to **HKD 5,585 million**, but profit attributable to ordinary equity holders decreased by **12.1%** to **HKD 116 million**[12](index=12&type=chunk) - Dividend per share significantly increased by **42.9%** to **HKD 10.0 cents**, primarily due to special dividends distributed to celebrate the Group's 50th anniversary[12](index=12&type=chunk)[15](index=15&type=chunk) [Chairman's Statement](index=7&type=section&id=Chairman's%20Statement) This statement provides an overview of the Group's financial performance, business operations, sustainability efforts, and future outlook, as presented by the Chairman [Earnings and Dividends](index=7&type=section&id=7.1%20Earnings%20and%20Dividends) The Chairman reported the Group's financial performance for the year, with revenue growing by 4.1% to HKD 5,585 million, but gross profit decreasing by 6.3% and profit attributable to ordinary equity holders falling by 12.1% to HKD 116 million. The Board proposed a final dividend of HKD 1.0 cent and a special final dividend of HKD 5.0 cents per ordinary share, bringing the total annual dividend to HKD 10.0 cents per share, including interim and special interim dividends already paid 2025 Fiscal Year Performance and Dividends | Metric | 2025 (HKD million) | 2024 (HKD million) | Change Rate | | :--- | :--- | :--- | :--- | | Revenue | 5,585 | 5,367 | +4.1% | | Gross Profit | 1,320 | 1,409 | -6.3% | | Profit Attributable to Ordinary Equity Holders | 116 | 132 | -12.1% | | Total Dividend Per Ordinary Share (HKD cents) | 10.0 | 7.0 | +42.9% | | Core Profit Payout Ratio (excluding special dividends) | 76.9% | N/A | N/A | - To celebrate the Group's 50th anniversary, the Board proposed a **special final dividend of HKD 5.0 cents** per ordinary share[15](index=15&type=chunk)[19](index=19&type=chunk) [Business Review](index=7&type=section&id=7.2%20Business%20Review) This year, the Group's textile and garment businesses made progress amidst a complex macroeconomic environment, with the integration of Vietnamese production facilities enhancing capabilities and driving revenue growth. Mainland China's retail business improved efficiency through store network optimization and centralized management, with e-commerce GMV doubling year-on-year. Hong Kong's retail business steadily recovered despite challenges - Vietnamese production facilities commenced full operation in early **2024**, primarily producing high-volume fabric series, driving growth in export orders[16](index=16&type=chunk)[17](index=17&type=chunk)[20](index=20&type=chunk)[21](index=21&type=chunk) - The Group continues to advance its **'China Plus One' strategy**, utilizing dual production bases in Dongguan and Vietnam to diversify regional risks and meet diverse customer demands[17](index=17&type=chunk)[21](index=21&type=chunk) - Mainland China's retail e-commerce Gross Merchandise Volume (GMV) surged **twofold** year-on-year to **HKD 659 million**[23](index=23&type=chunk)[28](index=28&type=chunk) - Hong Kong's retail business experienced a steady recovery in the second half of the reporting period, driven by targeted promotional activities[23](index=23&type=chunk)[28](index=28&type=chunk) [Sustainable Development](index=8&type=section&id=7.3%20Sustainable%20Development) The Group is committed to sustainable development, establishing a Sustainability Committee and implementing low-carbon initiatives in daily operations, including solar panel installation and coal-to-gas conversion projects. The company will disclose Scope 3 greenhouse gas emissions data for the first time in its 2025 ESG report and focus on R&D of green, low-carbon textile products - A **Sustainability Committee** comprising three Executive Directors and cross-departmental senior management was established to advance the company's sustainability agenda[24](index=24&type=chunk)[29](index=29&type=chunk) - Actively promoting **solar panel installation**, **coal-to-gas conversion projects**, and grid connection projects in daily operations to reduce carbon emissions[24](index=24&type=chunk)[29](index=29&type=chunk) - Will disclose **Scope 3 indirect greenhouse gas emissions data** for the first time in the 2025 Environmental, Social and Governance Report, enhancing transparency of environmental impact[25](index=25&type=chunk)[29](index=29&type=chunk) [Outlook](index=8&type=section&id=7.4%20Outlook) Facing global economic uncertainties, particularly the US reciprocal tariff policy effective April 2025, the Group will remain cautiously optimistic, continue to advance its 'China Plus One' strategy, optimize production capabilities, and continuously evaluate the Phase II expansion plan for its Vietnam factory. The retail business will restore profitability through product innovation, supplier network expansion, and market diversification, including into Southeast Asian markets - The global economic situation is fraught with uncertainty due to the **US reciprocal tariff policy (effective April 2025)**, and the Group will remain cautiously optimistic[27](index=27&type=chunk)[30](index=30&type=chunk) - Continue to advance the **'China Plus One' strategy**, optimizing Dongguan and Vietnam production facilities to enhance the Vietnam factory's capability to produce high-value-added products[31](index=31&type=chunk)[34](index=34&type=chunk) - The retail business will focus on offering **innovative products**, expanding the supplier network to reduce costs, and shortening production cycles[32](index=32&type=chunk)[35](index=35&type=chunk) - In addition to Mainland China and Hong Kong markets, the Group will expand into **Southeast Asian markets**, actively exploring overseas business opportunities to achieve market diversification[32](index=32&type=chunk)[35](index=35&type=chunk) [50th Anniversary Appreciation](index=9&type=section&id=7.5%2050th%20Anniversary%20Appreciation) Chairman Mr. Poon Bun Chak, on behalf of the Board, thanked all stakeholders for their trust and support on the occasion of the Group's 50th anniversary. The Group will take this golden jubilee as a new starting point, upholding its commitments to shareholders, customers, society, and employees, and embracing a brighter future through continuous effort and transformation - **2025** marks a significant milestone as the **50th anniversary** of Texhong Textile Group[33](index=33&type=chunk)[36](index=36&type=chunk) - The Group pledges to continue rewarding shareholders, upholding customer quality, fulfilling corporate social responsibility, and nurturing employees[33](index=33&type=chunk)[36](index=36&type=chunk) [Management's Discussion and Analysis](index=10&type=section&id=Management's%20Discussion%20and%20Analysis) This section provides a detailed review and analysis of the Group's financial performance, operational results, and financial condition for the fiscal year, along with future development plans [Review of Business and Future Development](index=10&type=section&id=10.1%20Review%20of%20Business%20and%20Future%20Development) This section provides a detailed review of the Group's business performance for the fiscal year ended March 31, 2025, with total revenue increasing by 4.1%, but gross profit margin declining due to initial operations of the Vietnam factory and changes in product mix. Profit attributable to ordinary equity holders decreased by 12.1% year-on-year, impacted by non-operating factors such as increased finance costs, carbon emission fees, higher freight costs, and gains from the resumption of a Guangzhou warehouse. The Board proposed a full-year dividend of HKD 10.0 cents per share 2025 Fiscal Year Group Overall Financial Performance | Metric | 2025 (HKD million) | 2024 (HKD million) | Change Rate | | :--- | :--- | :--- | :--- | | Total Revenue | 5,585 | 5,367 | +4.1% | | Gross Profit Margin | 23.6% | 26.3% | -2.7 percentage points | | Profit Attributable to Ordinary Equity Holders | 116 | 132 | -12.1% | | Total Annual Dividend (HKD cents per ordinary share) | 10.0 | 7.0 | +42.9% | - Non-operating factors include **HKD 20 million** in finance costs from the acquisition and expansion of the Vietnam factory, **HKD 22 million** in carbon emission fees, **HKD 15 million** in increased freight costs due to the Red Sea crisis, and **HKD 89 million** in gains from the resumption of the Guangzhou warehouse[38](index=38&type=chunk)[43](index=43&type=chunk) [Textile business](index=10&type=section&id=10.1.1%20Textile%20business) Textile business revenue increased by 11.6% year-on-year to HKD 4,376 million, accounting for 78.4% of the Group's total revenue, primarily driven by new export orders from the Vietnam factory's commencement of operations. However, due to the initial operational phase of the Vietnam factory, the gross profit margin decreased by 1.0 percentage point to 15.3%. The Group plans to improve the Vietnam factory's gross profit margin and profitability by optimizing production processes, introducing advanced equipment, and employee training 2025 Fiscal Year Textile Business Key Data | Metric | 2025 (HKD million) | 2024 (HKD million) | Change Rate | | :--- | :--- | :--- | :--- | | Net Sales | 4,376 | 3,921 | +11.6% | | Gross Profit Margin | 15.3% | 16.3% | -1.0 percentage points | | Proportion of Group's Total Revenue | 78.4% | 73.1% | +5.3 percentage points | | Capital Expenditure | 290 | 166 | +74.7% | - The Vietnam factory's commencement of operations opened new revenue streams for the Group, primarily through export orders from Japanese and North American retailers[41](index=41&type=chunk)[44](index=44&type=chunk) - The Group expects the Vietnam factory's product portfolio to converge with that of the Dongguan factory in the future, producing higher value-added products to improve gross profit margin and profitability[45](index=45&type=chunk)[46](index=46&type=chunk) [Retail and distribution business](index=11&type=section&id=10.1.2%20Retail%20and%20distribution%20business) Retail and distribution business revenue decreased by 16.4% to HKD 1,207 million, accounting for 21.6% of the Group's total turnover, but gross profit margin increased by 0.6 percentage points to 53.9%. The Mainland China market transitioned to an e-commerce-centric casual wear brand, with e-commerce GMV growing by 170.1%, and 94 underperforming self-operated stores were closed to optimize the network. The Hong Kong market experienced a sales decline due to multiple factors, but steadily recovered in the second half through promotional activities 2025 Fiscal Year Retail and Distribution Business Key Data | Metric | 2025 (HKD million) | 2024 (HKD million) | Change Rate | | :--- | :--- | :--- | :--- | | Net Sales | 1,207 | 1,443 | -16.4% | | Gross Profit Margin | 53.9% | 53.3% | +0.6 percentage points | | Operating Loss | (168) | (114) | -47.4% | | EBITDA | 18 | 74 | -75.7% | | Capital Expenditure | 15 | 31 | -51.6% | - Mainland China's e-commerce business Gross Merchandise Volume (GMV) reached **HKD 659 million**, a year-on-year increase of **170.1%**[50](index=50&type=chunk)[52](index=52&type=chunk) - In Mainland China, **94 self-operated stores** were net closed, representing **29.8%** of self-operated stores in that market, to optimize the physical sales network and reduce losses[54](index=54&type=chunk)[56](index=56&type=chunk) - Hong Kong retail business revenue decreased to **HKD 562 million**, primarily impacted by 'northbound consumption', outbound tourism, and e-commerce platform competition, though the sales decline eased in the second half[55](index=55&type=chunk)[57](index=57&type=chunk) [Other income and gains](index=15&type=section&id=10.1.3%20Other%20income%20and%20gains) Total other income and gains increased by HKD 2 million to HKD 203 million, primarily comprising interest income, net fair value gains on foreign exchange derivative financial instruments, operating lease rental income from investment properties, government grants, and scrap sales income 2025 Fiscal Year Other Income and Gains | Item | 2025 (HKD thousand) | 2024 (HKD thousand) | Change Rate | | :--- | :--- | :--- | :--- | | Interest income | 89,150 | 85,516 | +4.2% | | Net fair value gains on foreign exchange derivative financial instruments | 3,854 | 2,333 | +65.2% | | Gross operating lease rental income from investment properties | 16,110 | 16,196 | -0.5% | | Government grants | 7,786 | 12,629 | -38.4% | | Sales of scrap materials | 29,549 | 15,071 | +96.1% | | Total | 203,208 | 201,000 | +1.1% | [Compensation for the loss of inventories due to a fire accident](index=15&type=section&id=10.1.4%20Compensation%20for%20the%20loss%20of%20inventories%20due%20to%20a%20fire%20accident) The insurance company paid the remaining compensation for inventory losses due to a fire accident to the Group last year, amounting to approximately HKD 30 million - The insurance company paid approximately **HKD 30 million** in compensation for inventory losses last year[71](index=71&type=chunk)[77](index=77&type=chunk) [Gain from resumption of land and buildings](index=15&type=section&id=10.1.5%20Gain%20from%20resumption%20of%20land%20and%20buildings) During the year, a warehouse located in Guangzhou was resumed by the local government, and the Group recognized a net gain of HKD 89 million from the resumption of land and buildings - A net gain of **HKD 89 million** was recognized due to the resumption of a Guangzhou warehouse by the local government[72](index=72&type=chunk)[78](index=78&type=chunk) [Finance costs](index=15&type=section&id=10.1.6%20Finance%20costs) Finance costs increased by HKD 27 million to HKD 78 million, primarily due to an increase in interest-bearing bank borrowings in the second half of last year 2025 Fiscal Year Finance Costs | Item | 2025 (HKD million) | 2024 (HKD million) | Change Rate | | :--- | :--- | :--- | :--- | | Finance costs | 78 | 51 | +52.9% | - The increase in finance costs is primarily attributable to the rise in interest-bearing bank borrowings in the second half of last year[73](index=73&type=chunk)[79](index=79&type=chunk) [Financial Condition](index=15&type=section&id=10.2%20Financial%20Condition) The Group maintains a robust financial position, with a current ratio of 2.8 times and total interest-bearing bank borrowings of HKD 846 million. Through proactive inventory reduction strategies, inventory turnover days decreased from 105 to 81 days. The Group primarily meets its funding needs through operating cash inflows and interest-bearing bank borrowings 2025 Fiscal Year Key Financial Condition Metrics | Metric | 2025 | 2024 | Change Rate | | :--- | :--- | :--- | :--- | | Current Ratio (times) | 2.8 | 3.0 | -6.7% | | Total Interest-bearing Bank Borrowings (HKD million) | 846 | 820 | +3.2% | | Gearing Ratio (times) | -0.2 | -0.2 | 0% | | Interest Coverage Ratio (times) | 2.4 | 5 | -52.0% | | Inventory to Turnover (days) | 81 | 105 | -22.9% | | Cash and Cash Equivalents (HKD million) | 1,633 | 1,555 | +5.0% | | Unutilized Bank Facilities (HKD million) | 6,020 | 6,399 | -5.9% | - Proactive inventory reduction strategies led to a decrease in inventory turnover days from **105 days** to **81 days**[75](index=75&type=chunk)[80](index=80&type=chunk) - The Group primarily meets its funding needs through operating cash inflows and interest-bearing bank borrowings[75](index=75&type=chunk)[80](index=80&type=chunk) [Capital expenditure](index=16&type=section&id=10.2.1%20Capital%20expenditure) The Group's capital expenditure for the year was HKD 305 million, a year-on-year increase of 54.8%. Of this, HKD 290 million was spent on textile and garment businesses, primarily for additions to plant and machinery and coal-to-gas conversion projects; HKD 15 million was spent on retail and distribution businesses, mainly for leasehold improvements to retail stores 2025 Fiscal Year Capital Expenditure | Business Segment | 2025 (HKD million) | 2024 (HKD million) | Change Rate | | :--- | :--- | :--- | :--- | | Group Total | 305 | 197 | +54.8% | | Textile and Garment Business | 290 | 166 | +74.7% | | - Plant and machinery | 268 | 123 | +117.9% | | - Coal-to-gas conversion projects | 22 | 43 | -48.8% | | Retail and Distribution Business | 15 | 31 | -51.6% | [Foreign exchange and interest rate risks](index=16&type=section&id=10.2.2%20Foreign%20exchange%20and%20interest%20rate%20risks) The Group adopts a strict and prudent management policy for interest rate and foreign exchange risks. Major interest-bearing bank borrowings are denominated in HKD, USD, RMB, and VND, with forward foreign exchange contracts arranged to mitigate exchange rate risks. The Group will continue to monitor interest rate risks and arrange appropriate financial instruments for risk management - The Group's principal interest-bearing bank borrowings are fixed or floating rate loans denominated in **HKD, USD, RMB, and VND**, maturing within two years[84](index=84&type=chunk)[89](index=89&type=chunk) - The Group has arranged **forward foreign exchange contracts** to mitigate its exchange rate risk, with major assets, liabilities, income, expenses, and purchases denominated in HKD, USD, RMB, VND, and IDR[85](index=85&type=chunk)[90](index=90&type=chunk) [Material Acquisition and Disposal](index=17&type=section&id=10.3%20Material%20Acquisition%20and%20Disposal) This year, the Group had no other material acquisitions or disposals, but disclosed that Guangzhou Lingke Retail Technology Co., Ltd. entered into a resumption compensation agreement with Guangzhou Development Zone Key Project Promotion Center for the resumption of land and buildings, receiving RMB 98 million (approximately HKD 106 million) in compensation - Guangzhou Lingke Retail Technology Co., Ltd. received **RMB 98 million (approximately HKD 106 million)** in compensation due to the resumption of land and buildings[92](index=92&type=chunk)[98](index=98&type=chunk) [Human Resources](index=17&type=section&id=10.4%20Human%20Resources) As of year-end, the Group had approximately 9,799 employees across Greater China, Vietnam, and Indonesia, with employee remuneration primarily based on industry practice and individual performance 2025 Fiscal Year Employee Count | Region | 2025 | 2024 | Change Rate | | :--- | :--- | :--- | :--- | | Hong Kong | 563 | 646 | -12.8% | | Mainland China | 7,582 | 8,174 | -7.2% | | Vietnam and Indonesia | 1,654 | 1,029 | +60.7% | | Total | 9,799 | 9,849 | -0.5% | - The Group's total employee count slightly decreased, but the number of employees in **Vietnam and Indonesia significantly increased**, reflecting the implementation of the **'China Plus One' strategy**[12](index=12&type=chunk)[94](index=94&type=chunk)[100](index=100&type=chunk) [Compliance with the Applicable Laws and Regulations](index=17&type=section&id=10.5%20Compliance%20with%20the%20Applicable%20Laws%20and%20Regulations) The Group continuously ensures full compliance with applicable laws and regulations significantly impacting its operations, including those related to environmental protection, product safety, customer rights protection, employment, and occupational safety. Management will monitor changes in laws and regulations and seek external advice as needed - The Group complies with laws and regulations concerning **environmental protection, product safety and liability, protection of customer rights, employment, and occupational safety**[95](index=95&type=chunk)[101](index=101&type=chunk) [Environmental Policies and Performance](index=17&type=section&id=10.6%20Environmental%20Policies%20and%20Performance) The Group is committed to promoting environmental sustainability and has established environmental and energy management systems compliant with ISO 14001:2015 and ISO 50001:2018 international standards. This year, the Group complied with applicable environmental laws and regulations regarding wastewater, greenhouse gas emissions, and solid waste disposal. Further details will be disclosed in the 2025 ESG Report - The Group's textile production operations have established **ISO 14001:2015 Environmental Management System** and **ISO 50001:2018 Energy Management System**[97](index=97&type=chunk)[103](index=103&type=chunk) - In fiscal year 2025, the Group complied with applicable environmental laws and regulations regarding **wastewater, greenhouse gas emissions, and solid waste disposal**[104](index=104&type=chunk)[108](index=108&type=chunk) - Detailed information on relevant environmental policies and performance will be disclosed in the separate **2025 Environmental, Social and Governance Report**[105](index=105&type=chunk)[108](index=108&type=chunk) [Corporate Social Responsibility](index=18&type=section&id=10.7%20Corporate%20Social%20Responsibility) The Group actively fulfills its corporate social responsibility by participating in charitable donations, caring for vulnerable groups, and supporting educational and environmental activities. This fiscal year, the Group participated in and sponsored various activities and organizations, including education funds, dragon boat races, scholarships, disaster relief aid, and several social service and environmental organizations - The Group actively participates in **charitable and public welfare activities**, cares for those in need, and supports and sponsors **education and environmental initiatives**[106](index=106&type=chunk)[109](index=109&type=chunk) - Activities participated in/donated to/sponsored this fiscal year include the **Guangdong Dongguan Education Fund, Dongguan Dragon Boat Race, Hunan Institute of Engineering Scholarship, Hanoi University of Science and Technology Scholarship in Vietnam, Hai Ha District Typhoon Disaster Relief Aid in Vietnam, and Hong Kong Community Chest 'Green Low Carbon Day'**[111](index=111&type=chunk) [Outlook](index=19&type=section&id=10.8%20Outlook) The Group remains cautiously optimistic about the textile and retail markets, continuing to optimize its 'China Plus One' strategy, enhance the Vietnam factory's capability to produce high-value-added products, and advance digital transformation. Concurrently, the Group will strengthen product R&D, implement more energy-saving measures, and expand into overseas markets to diversify risks and seize opportunities. The Group is closely monitoring the US reciprocal tariff policy on major trading partners and prudently evaluating the Phase II expansion plan for its Vietnam factory - The Group will further optimize its production facilities in Dongguan and Vietnam, enhancing the Vietnam factory's capability to produce more complex, higher average selling price products[113](index=113&type=chunk)[118](index=118&type=chunk) - Advance **digital transformation initiatives** to improve efficiency and save costs, and introduce more **energy-saving measures** and increase the proportion of renewable energy use[113](index=113&type=chunk)[114](index=114&type=chunk)[118](index=118&type=chunk) - Retail and distribution businesses will gradually restore profitability and expand into new regional markets, especially **Southeast Asian markets**, to diversify market presence[116](index=116&type=chunk)[117](index=117&type=chunk)[119](index=119&type=chunk) - The Group is closely monitoring the **US reciprocal tariff policy** implemented by the Trump administration on major trading partners, including China and Vietnam, and prudently evaluating the **Phase II expansion plan for the Vietnam factory**[115](index=115&type=chunk)[118](index=118&type=chunk) [Report of the Directors](index=20&type=section&id=Report%20of%20the%20Directors) This report provides an overview of the Group's principal activities, business review, financial results, dividend policy, and corporate governance matters for the fiscal year [Principal Activities](index=20&type=section&id=20.1%20Principal%20Activities) This fiscal year, the Group's principal activities include the production, dyeing, and sale of knitted fabrics, cotton yarn, and garments; retail and distribution of casual wear and accessories; provision of franchising services; and property investment. The company's principal business is investment holding, with no significant change in the nature of its business - The Group's principal activities include the production, sale, and dyeing of **knitted fabrics, cotton yarn, and garments**, retail and distribution of **casual wear and accessories**, provision of **franchising services**, and **property investment**[122](index=122&type=chunk)[129](index=129&type=chunk) - The Company's principal business is **investment holding**, with no significant change in the nature of its business this fiscal year[123](index=123&type=chunk)[130](index=130&type=chunk) [Business Review](index=20&type=section&id=20.2%20Business%20Review) This section notes that further discussion and review of the Group's business activities, including principal risks, uncertainties, significant events after the financial year-end, future developments, analysis of key financial performance indicators, compliance with laws and regulations, environmental policies, and corporate social responsibility, have been elaborated in the Chairman's Statement and Management's Discussion and Analysis - The Group's business review, principal risks, future developments, financial performance, legal compliance, environmental policies, and corporate social responsibility are detailed in the **Chairman's Statement (pages 6-8)** and **Management's Discussion and Analysis (pages 9-18)**[124](index=124&type=chunk)[130](index=130&type=chunk) [Results and Dividends](index=20&type=section&id=20.3%20Results%20and%20Dividends) This section presents the Group's profit and financial position for the year ended March 31, 2025. The Board has paid interim and special interim dividends, and proposed final and special final dividends, totaling HKD 10.0 cents per ordinary share - An **interim dividend of HKD 1.0 cent** and a **special interim dividend of HKD 3.0 cents** per ordinary share have been paid[127](index=127&type=chunk)[132](index=132&type=chunk) - The Board recommends a **final dividend of HKD 1.0 cent** and a **special final dividend of HKD 5.0 cents** per ordinary share[127](index=127&type=chunk)[132](index=132&type=chunk) [Dividend Policy](index=21&type=section&id=20.4%20Dividend%20Policy) The Board has adopted a dividend policy aimed at allowing shareholders to share in the Group's profits while retaining sufficient reserves for future development. The Group plans to distribute dividends semi-annually, subject to expected consolidated annual profit, and considering factors such as financial performance, retained earnings, distributable reserves, working capital requirements, capital expenditure, and future expansion plans - The Group's dividend policy aims to allow shareholders to share in profits while retaining sufficient reserves for future development[133](index=133&type=chunk)[135](index=135&type=chunk) - Dividend distribution will consider factors such as the Group's financial performance, retained earnings, distributable reserves, anticipated working capital requirements, capital expenditure requirements, and future expansion plans[133](index=133&type=chunk)[135](index=135&type=chunk) [Summary Financial Information](index=21&type=section&id=20.5%20Summary%20Financial%20Information) This section provides a summary of the Group's results, assets, liabilities, and non-controlling interests for the past five fiscal years, extracted from the audited financial statements and restated/reclassified as necessary Summary of Group Performance for the Past Five Years | Metric | 2025 (HKD thousand) | 2024 (HKD thousand) | 2023 (HKD thousand) | 2022 (HKD thousand) | 2021 (HKD thousand) | | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | 5,585,488 | 5,366,540 | 6,058,755 | 8,043,172 | 7,351,573 | | Profit Before Tax | 112,818 | 161,794 | 76,168 | 198,518 | 419,692 | | Profit for the Year | 116,942 | 138,946 | 63,101 | 186,709 | 273,959 | | Attributable to Ordinary Equity Holders of the Company | 116,068 | 132,334 | 75,149 | 191,064 | 274,213 | Summary of Group Assets, Liabilities and Non-controlling Interests for the Past Five Years | Metric | 2025 (HKD thousand) | 2024 (HKD thousand) | 2023 (HKD thousand) | 2022 (HKD thousand) | 2021 (HKD thousand) | | :--- | :--- | :--- | :--- | :--- | :--- | | Total Assets | 6,887,651 | 7,108,158 | 6,946,622 | 8,977,748 | 8,740,394 | | Total Liabilities | (2,118,482) | (2,315,593) | (1,931,059) | (3,542,229) | (3,340,641) | | Non-controlling Interests | (5,022) | (4,372) | 10,248 | 1,855 | 251 | [Property, Plant and Equipment, Investment Properties and Construction in Progress](index=22&type=section&id=20.6%20Property,%20Plant%20and%20Equipment,%20Investment%20Properties%20and%20Construction%20in%20Progress) This section indicates that details of changes in the Group's property, plant and equipment, investment properties, and construction in progress during this fiscal year are presented in Notes 12, 13, and 15 to the financial statements - Details of changes in **property, plant and equipment, investment properties, and construction in progress** can be found in **Notes 12, 13, and 15** to the financial statements[141](index=141&type=chunk)[150](index=150&type=chunk) [Share Capital](index=22&type=section&id=20.7%20Share%20Capital) There was no change in the company's share capital this fiscal year, with 1,381,696,104 issued and fully paid shares, each with a par value of HKD 0.05 2025 Fiscal Year Share Capital Information | Item | 2025 (HKD thousand) | 2024 (HKD thousand) | | :--- | :--- | :--- | | Authorised share capital (2,000,000,000 shares of HKD 0.05 each) | 100,000 | 100,000 | | Issued and fully paid share capital (1,381,696,104 shares of HKD 0.05 each) | 69,085 | 69,085 | - There was **no change** in the company's share capital this fiscal year[142](index=142&type=chunk)[151](index=151&type=chunk) [Pre-emptive Rights](index=22&type=section&id=20.8%20Pre-emptive%20Rights) Neither the company's Bye-laws nor Bermuda law contains provisions for pre-emptive rights, not requiring the company to offer new shares pro-rata to existing shareholders - Neither the company's Bye-laws nor Bermuda law contains provisions for **pre-emptive rights**, not requiring the company to offer new shares pro-rata to existing shareholders[143](index=143&type=chunk)[152](index=152&type=chunk) [Purchase, Redemption or Sale of Listed Securities of the Company](index=22&type=section&id=20.9%20Purchase,%20Redemption%20or%20Sale%20of%20Listed%20Securities%20of%20the%20Company) During this fiscal year, neither the company nor any of its subsidiaries purchased, redeemed, or sold any of the company's listed securities, and as of March 31, 2025, the company held no treasury shares - During this fiscal year, neither the company nor any of its subsidiaries purchased, redeemed, or sold any of the company's listed securities[144](index=144&type=chunk)[153](index=153&type=chunk) - As of **March 31, 2025**, the company held **no treasury shares**[144](index=144&type=chunk)[153](index=153&type=chunk) [Reserves](index=22&type=section&id=20.10%20Reserves) This section indicates that details of changes in the Group's reserves are presented in Note 39 to the financial statements and the consolidated statement of changes in equity. The Group's contributed surplus represents the difference between the par value of the company's share capital and the net assets of acquired subsidiaries, while the capital reserve represents the difference between the consideration and carrying amount of acquired non-controlling interests - Details of changes in the Group's reserves are presented in **Note 39** to the financial statements and the consolidated statement of changes in equity[145](index=145&type=chunk)[154](index=154&type=chunk) - Contributed surplus represents the difference between the par value of the Company's issued share capital and the par value of the issued share capital of the subsidiaries acquired at the date of acquisition during the Company's reorganization prior to its listing in **1992**[153](index=153&type=chunk)[877](index=877&type=chunk) - Capital reserve represents the difference between the consideration and the carrying amount of non-controlling interests acquired[153](index=153&type=chunk)[880](index=880&type=chunk) [Distributable Reserves](index=22&type=section&id=20.11%20Distributable%20Reserves) As of March 31, 2025, the company's distributable reserves amounted to HKD 1,260,336,000. Additionally, the share premium account and capital redemption reserve, totaling HKD 705,060,000, are available for distribution as fully paid bonus shares 2025 Fiscal Year Distributable Reserves | Item | Amount (HKD thousand) | | :--- | :--- | | Reserves available for distribution in cash and/or in specie | 1,260,336 | | Share premium account and capital redemption reserve available for distribution as fully paid bonus shares | 705,060 | [Charitable Contributions](index=22&type=section&id=20.12%20Charitable%20Contributions) During this fiscal year, the Group's total charitable contributions amounted to HKD 582,000, a decrease from the previous year 2025 Fiscal Year Charitable Contributions | Year | Amount (HKD thousand) | | :--- | :--- | | 2025 | 582 | | 2024 | 639 | [Major Customers and Suppliers](index=22&type=section&id=20.13%20Major%20Customers%20and%20Suppliers) This year, sales to the Group's five largest customers accounted for approximately 26% of total sales, and purchases from the five largest suppliers accounted for approximately 24% of total purchases. None of the company's directors, their associates, or shareholders holding more than 5% of the company's share capital had any beneficial interest in the five largest customers and suppliers - Sales to the Group's **five largest customers** accounted for approximately **26%** of total annual sales[148](index=148&type=chunk)[157](index=157&type=chunk) - Purchases from the Group's **five largest suppliers** accounted for approximately **24%** of total annual purchases[148](index=148&type=chunk)[157](index=157&type=chunk) - None of the company's directors, their associates, or shareholders holding **more than 5%** of the company's share capital had any beneficial interest in the five largest customers and suppliers[149](index=149&type=chunk)[157](index=157&type=chunk) [Permitted Indemnity Provision](index=23&type=section&id=20.14%20Permitted%20Indemnity%20Provision) The company's Bye-laws stipulate that every director or other officer is entitled to be indemnified out of the company's assets against all losses or liabilities incurred or sustained in the course of their duties. The company has arranged appropriate directors' and officers' liability insurance - Company directors or other officers are entitled to be indemnified from company assets for all losses or liabilities incurred or sustained in the course of their duties[158](index=158&type=chunk)[162](index=162&type=chunk) - The company has purchased appropriate **directors' and officers' liability insurance**[158](index=158&type=chunk)[162](index=162&type=chunk) [Directors](index=23&type=section&id=20.15%20Directors) This section lists the company's directors for this fiscal year and up to the report date. Dr. Chan Yuk Mau was appointed as an Independent Non-executive Director on May 15, 2025, and will stand for re-election at the 2025 Annual General Meeting. Mr. Cheng Shu Yung will not seek re-election and will retire after the meeting. Except for Dr. Chan and Mr. Cheng, all incumbent directors will retire and are eligible for re-election. All Independent Non-executive Directors are considered independent - Dr. Chan Yuk Mau was appointed as an **Independent Non-executive Director on May 15, 2025**, and will stand for re-election at the **2025 Annual General Meeting**[159](index=159&type=chunk)[163](index=163&type=chunk) - Mr. Cheng Shu Yung will not participate in the re-election at the **2025 Annual General Meeting** and will retire as an Independent Non-executive Director after the meeting[160](index=160&type=chunk)[164](index=164&type=chunk) - The company has received confirmations of independence from all Independent Non-executive Directors and considers them all independent[161](index=161&type=chunk)[164](index=164&type=chunk) [Directors' Service Contracts](index=24&type=section&id=20.16%20Directors'%20Service%20Contracts) Service contracts with executive directors can be terminated by either party with not less than three months' written notice or payment in lieu of notice. Except as disclosed, the company has not entered into any service contracts with directors proposed for re-election that are not terminable within one year without payment of compensation other than statutory compensation - Service contracts with executive directors can be terminated by either party with **not less than three months' written notice** or payment in lieu of notice[166](index=166&type=chunk)[172](index=172&type=chunk) - Except as disclosed, the company has not entered into any service contracts with directors proposed for re-election that are not terminable within one year without payment of compensation other than statutory compensation[167](index=167&type=chunk)[172](index=172&type=chunk) [Directors' Remuneration](index=24&type=section&id=20.17%20Directors'%20Remuneration) Directors' fees are subject to shareholders' approval at a general meeting. Other emoluments are determined by the Board based on directors' duties, responsibilities, performance, and the Group's results - Directors' fees are subject to approval by shareholders at a general meeting[168](index=168&type=chunk)[173](index=173&type=chunk) - Other emoluments are determined by the Board based on the directors' duties, responsibilities, performance, and the Group's results[168](index=168&type=chunk)[173](index=173&type=chunk) [Directors' Interests in Transactions, Arrangements or Contracts](index=24&type=section&id=20.18%20Directors'%20Interests%20in%20Transactions,%20Arrangements%20or%20Contracts) Except as disclosed in Note 35 to the financial statements, no director or entity connected with a director had a direct or indirect material interest in any significant transaction, arrangement, or contract entered into by the company or any of its subsidiaries in the Group's business during this fiscal year - Except as disclosed in **Note 35** to the financial statements, no director or entity connected with a director had a direct or indirect material interest in any significant transaction, arrangement, or contract in the Group's business during this fiscal year[169](index=169&type=chunk)[174](index=174&type=chunk) [Biographical Details of Directors and Senior Management](index=24&type=section&id=20.19%20Biographical%20Details%20of%20Directors%20and%20Senior%20Management) This section provides detailed biographical information for Executive Directors (Poon Bun Chak, Ho Lai Hong, Poon Ho Tak, Ng Mo Ping) and Independent Non-executive Directors (Cheng Shu Yung, Lo Chung Nin, Lam Kit Yi, Chan Yuk Mau), as well as senior management (Chan Chi Hon, Wu Chi Hang), including their age, responsibilities, experience, and educational background - Mr. Poon Bun Chak is the Executive Chairman, founded the Group in **1975**, and possesses over **50 years** of experience in the textile industry[170](index=170&type=chunk)[175](index=175&type=chunk) - Mr. Ho Lai Hong is the Chief Executive Officer, with over **30 years** of experience in corporate banking, corporate finance, and management[171](index=171&type=chunk)[175](index=175&type=chunk) - Mr. Ng Mo Ping was appointed as an Executive Director in **April 2024**, possessing over **35 years** of experience in textile production and management[177](index=177&type=chunk)[180](index=180&type=chunk) - Independent Non-executive Directors Ms. Lam Kit Yi and Dr. Chan Yuk Mau possess extensive experience and professional qualifications in their respective fields[182](index=182&type=chunk)[183](index=183&type=chunk)[184](index=184&type=chunk)[185](index=185&type=chunk) [Directors' Rights to Acquire Shares](index=29&type=section&id=20.20%20Directors'%20Rights%20to%20Acquire%20Shares) During this fiscal year, no director or their spouse or minor children were granted or exercised any rights to acquire benefits by purchasing shares of the company; nor did the company or any of its subsidiaries participate in any arrangements enabling directors to acquire such rights in any other body corporate - During this fiscal year, no director or their spouse or minor children were granted or exercised any rights to acquire shares[198](index=198&type=chunk)[200](index=200&type=chunk) [Substantial Shareholders' and Other Persons' Interests in Shares and Underlying Shares](index=29&type=section&id=20.21%20Substantial%20Shareholders'%20and%20Other%20Person's%20Interests%20in%20Shares%20and%20Underlying%20Shares) As of March 31, 2025, this section lists the interests and short positions of substantial shareholders and other persons holding 5% or more of the company's issued share capital, including entities controlled by Mr. Poon Bun Chak through a family trust and other institutional investors 2025 Fiscal Year Substantial Shareholders' Shareholding | Name | Capacity | Number of Ordinary Shares Held | Percentage of Company's Issued Share Capital | | :--- | :--- | :--- | :--- | | Poon Bun Chak (through family trust) | Founder of a family trust | 698,830,104 | 50.58% | | UBS Trustees (B.V.I.) Limited | Trustee | 698,830,104 | 50.58% | | Poon's Holdings Limited | Through controlled corporations | 698,830,104 | 50.58% | | Farrow Star Limited | Directly owned | 698,830,104 | 50.58% | | Pandanus Associates Inc. | Through controlled corporations | 137,374,000 | 9.94% | | Pandanus Partners L.P. | Through controlled corporations | 137,374,000 | 9.94% | | FIL Limited | Through controlled corporations | 137,374,000 | 9.94% | | Fidelity Funds | Beneficial owner | 83,640,000 | 6.05% | | Brown Brothers Harriman & Co. | Approved lending agent | 72,558,800 | 5.25% | - Mr. Poon Bun Chak is deemed to be interested in **50.58%** of the company's shares through a family trust[194](index=194&type=chunk)[202](index=202&type=chunk)[206](index=206&type=chunk) [Connected Transactions and Continuing Connected Transactions](index=30&type=section&id=20.22%20Connected%20Transactions%20and%20Continuing%20Connected%20Transaction) The Group entered into several connected transactions and continuing connected transactions with companies controlled by Executive Chairman Mr. Poon Bun Chak, including leases for retail stores, a director's dormitory, and a training center. These transactions complied with Listing Rules requirements, were conducted on normal commercial terms, and were confirmed by Independent Non-executive Directors as fair and reasonable - The Group entered into several lease agreements with companies controlled by Executive Chairman Mr. Poon Bun Chak, including Tianjin Binjiang Fashion Plaza as a retail store, a property at **22 Perkins Road, Jardine's Lookout, Hong Kong** as a director's dormitory, and **Unit 4207B, 42/F, Tower 2, Metroplaza, Hong Kong** as a training center[205](index=205&type=chunk)[208](index=208&type=chunk)[216](index=216&type=chunk) - Under **HKFRS 16**, fixed rentals for retail stores were recognized as right-of-use assets, with a total value of approximately **HKD 27,000,000**[212](index=212&type=chunk)[215](index=215&type=chunk) - Variable rentals for retail stores are considered continuing connected transactions, with annual caps of **HKD 800,000** for fiscal year 2025 and **HKD 1,600,000** for fiscal year 2026[217](index=217&type=chunk)[218](index=218&type=chunk)[220](index=220