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 | | | 致：香港交易及結算所有限公司 公司名稱: 翠華控股有限公司 呈交日期: 2025年8月5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) | 01314 | 說明 | | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 10,000,000,000 | HKD | | 0.01 | HKD | | 100,000,000 | | 增加 / 減少 (-) | | | 0 | | | | HKD | | | | 本月底結存 | | | 10,000,000,000 | HKD | | 0.01 | HKD | | 100,000,000 | 本月底法定/註冊股本總額： HKD 100,000 ...

Core Viewpoint - Chui Wah Holdings (01314) announced the appointment of a director to fill a temporary vacancy, with the term lasting until the next annual general meeting of shareholders in 2025, where the director will be eligible for re-election [1] Group 1 - The company has appointed a director to fill a temporary vacancy as per its articles of association [1] - The appointed director, Mr. Su Zhiwen, will retire at the annual general meeting scheduled for August 13, 2025, and is eligible and willing to be re-elected [1]

Group 1 - The company, Tsui Wah Holdings (01314), announced the appointment of a director to fill a temporary vacancy on the board, as per Article 83(3) of its Articles of Association [1] - Mr. Su Zhiwen will retire at the upcoming Annual General Meeting (AGM) scheduled for August 13, 2025, and is eligible and willing to be re-elected at that meeting [1]

Tsui Wah Holdings Limited 翠華控股有限公司 （於開曼群島註冊成立的有限公司） （股份代號：1314） 有 關 於2025年8月13日（星 期 三）下 午 三 時 正 假 座 香 港 舉 行 的 股 東 週 年 大 會 或 其 續 會 適 用 的 補 充 代 表 委 任 表 格 本人╱吾等 （附註1） 地 址 為 為 翠 華 控 股 有 限 公 司（「本 公 司」）股 本 中 每 股 面 值0.01港 元 的 股 份（「股 份」） （附 註2） 股 的 登 記 持 有 人，茲 委 任（姓 名） （地 址） | | | 日 期：2025年 簽 署 （附 註4） ： 附 註： 1. 請 用 正 楷 填 上 全 名 及 地 址。所 有 聯 名 登 記 持 有 人 的 姓 名 均 須 填 上。 收 集 個 人 資 料 聲 明 此 聲 明 所 述「個 人 資 料」與 香 港 法 例 第486章《個 人 資 料（私 隱）條 例》（「條 例」）所 述「個 人 資 料」具 相 同 涵 義。 閣 下 是 自 願 提 供 閣 下 的 姓 名 及 地 址，以 用 於 處 理 就 大 會 有 關 閣 下 委 ...

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。 Tsui Wah Holdings Limited 翠華控股有限公司 （於開曼群島註冊成立的有限公司） （股份代號：1314） 股 東 週 年 大 會 補 充 通 告 茲 提 述 翠 華 控 股 有 限 公 司（「本 公 司」）日 期 為2025年7月15日 的 股 東 週 年 大 會（「股 東 週 年 大 會」）通 告（「先 前 通 告」），其 中 載 明 舉 行 股 東 週 年 大 會 的 時 間 及 地 點 以 及 將 於 股 東 週 年 大 會 上 提 呈 供 股 東 批 准 的 決 議 案。 茲 補 充 通 告：於2025年8月13日（星 期 三）下 午3時 正 假 座 香 港 金 鐘 夏 愨 道18號 海 富 中 心 一 座24樓 會 議 室 舉 行 股 東 週 年 大 會（ ...

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 佈 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，概不對因本公佈全部 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。 Tsui Wah Holdings Limited 翠 華 控 股 有 限 公 司 （於開曼群島註冊成立的有限公司） （股份代號：1314） 公告 重選退任獨立非執行董事 本公告由翠華控股有限公司（「本公司」）刊發。 茲提述本公司日期為2024年8月23日的公告，內容有關（ 其中包括 ）委任蘇智文先 生（「蘇先生」）為本公司獨立非執行董事（「該通告」）。除文義另有所指外，本公告 中所使用的詞彙與該通函中定義或採納的詞彙分別具有相同的意義。 根據本公司的章程細則（「章程細則」）第83 (3)條，獲董事局委任以填補臨時空缺的 任何董事，其任期直至其委任後首個股東週年大會止，並可於有關大會上重選連 任。因此，（ 其中包括 ）蘇先生將於2025年8月13日（ 星期三 ）下午3時正舉行的股東 週年大會（「2025年股東週年大會」）上退任，並符合資格 ...

[Chairman's Statement](index=3&type=section&id=Chairman%27s%20Statement) This section provides an overview of the Group's performance, strategic responses to market challenges, future outlook, and recognition received during the year [Business Review](index=4&type=section&id=Business%20Review) The Group faced dual challenges of consumption downgrade in Hong Kong and weakened consumer sentiment in mainland China, leading to a **5% year-on-year revenue decrease**, while actively pursuing a multi-brand strategy and expanding overseas Annual Revenue Performance | Item | Year Ended March 31, 2025 | Prior Year Period | | :--- | :--- | :--- | | Revenue | HKD 906,000,000 | HKD 954,100,000 | | Year-on-year Change | -5% | - | - The Group actively promoted a multi-brand development strategy, with its six sub-brands (e.g., "Tsukada Nojo") reaching **25 stores**, contributing **34% of total annual turnover** and becoming a new growth engine[8](index=8&type=chunk) - To address challenges, the Group implemented several strategic measures, including strict cost control, closing unprofitable restaurants, negotiating rent reductions with landlords, seeking better-priced suppliers, and introducing smart kitchen equipment to reduce labor costs[7](index=7&type=chunk) - Overseas and mainland China businesses continued to expand, with the opening of the fifth Tsui Wah branch and the first Can-Do branch in Singapore, and new stores at Guangzhou Baiyun Airport and Shanghai Fudan University[8](index=8&type=chunk) [Outlook](index=5&type=section&id=Outlook) The Group plans to capitalize on government consumption stimulus, prudently implement strategic layouts, and enhance operational efficiency through multi-brand advantages, standardization, and accelerated technology adoption - Strategic layout: Plans to open a new store in Tsim Sha Tsui, Hong Kong, and take over the 50-year-old Hung Wan Cafe & Bakery; the Macau StarWorld Hotel branch has relocated to the first floor and been upgraded, while the Galaxy Hotel branch is undergoing renovation[10](index=10&type=chunk) - Operational enhancement: Will leverage multi-brand presence to negotiate more competitive rents; strengthen standardized operating systems to support cross-border expansion; accelerate technology adoption, fully promote self-ordering systems and AI data analysis to optimize human resource allocation[10](index=10&type=chunk) [Awards and Recognition](index=5&type=section&id=Awards%20and%20Recognition) This year, the Group received multiple local and international accolades for its outstanding market strategy, brand performance, and corporate social responsibility, affirming its leading position and brand value in the industry - Received numerous important awards, including: "2024–2025 Quality Tourism Services Scheme – Accredited Merchant", "Market Leader Awards 2024", "Sustainable Restaurant Awards 2024 Low Carbon Award", World Brand Awards "Brand of the Year", and "Guangdong Time-Honored Brand" title[12](index=12&type=chunk) [Management Discussion and Analysis](index=6&type=section&id=Management%20Discussion%20and%20Analysis) This section provides a comprehensive review of the Group's operational environment, business performance, financial results, and future strategies [Industry Overview](index=7&type=section&id=Industry%20Overview) The vibrant but competitive Hong Kong catering industry faces rising operating costs, labor shortages, and shifting consumer preferences, exacerbated by cross-border consumption trends - In the first quarter of 2025, the provisional estimate for total catering receipts in Hong Kong was **HKD 28 billion**, a **0.6% year-on-year decrease**[17](index=17&type=chunk) - Key challenges facing the industry include: rising operating costs (food, rent, labor), labor shortages, increased consumer price sensitivity, and intensified local competition due to Hong Kong residents' cross-border consumption[16](index=16&type=chunk)[17](index=17&type=chunk) [Business Review](index=7&type=section&id=Business%20Review) As of March 31, 2025, the Group operated **72 restaurants** across Hong Kong, Macau, mainland China, and Singapore, reporting approximately **HKD 906 million in revenue** and approximately **HKD 12.3 million in profit attributable to owners** Annual Performance Overview | Indicator | Amount | | :--- | :--- | | Total Restaurants Operated | 72 | | Annual Revenue | Approx. HKD 906,000,000 | | Profit Attributable to Owners | Approx. HKD 12,300,000 | - Hong Kong market: Closed 2 restaurants and opened 4 new ones to address consumption downgrade and cross-border consumption competition[19](index=19&type=chunk) - Mainland China market: Affected by price wars and rising costs, closed 4 restaurants and plans to open 2 new ones, adopting a "steady and strategic breakthrough" expansion strategy[20](index=20&type=chunk)[21](index=21&type=chunk) - Singapore and Macau markets: Total restaurants in Singapore increased to six, benefiting from stable tourist numbers and local demand; Macau's thriving tourism industry provides ample customer traffic and development opportunities for Tsui Wah[22](index=22&type=chunk)[23](index=23&type=chunk) [Financial Review](index=9&type=section&id=Financial%20Review) The Group's revenue decreased by **5% to HKD 906 million**, primarily due to economic conditions in Hong Kong and mainland China, while profit for the year significantly declined to **HKD 11.4 million** Key Financial Indicators | Indicator | 2025 (HKD thousands) | 2024 (HKD thousands) | Year-on-year Change | | :--- | :--- | :--- | :--- | | Revenue | 906,000 | 954,100 | -5.0% | | Gross Profit | 671,900 | 708,000 | -5.1% | | Staff Costs | 311,300 | 314,800 | -1.1% | | Other Operating Expenses | 121,500 | 151,300 | -19.7% | | Profit for the Year | 11,400 | 33,000 | -65.5% | - The decrease in other operating expenses was primarily due to a significant reduction in impairment losses on right-of-use assets and property, plant and equipment recognized this year, totaling approximately **HKD 15.2 million**, far lower than **HKD 44.8 million** last year[31](index=31&type=chunk) Liquidity and Capital Structure (As of March 31, 2025) | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Cash and Cash Equivalents | HKD 146.6 million | HKD 235.0 million | | Current Ratio | 1.0x | 1.3x | | Debt-to-Equity Ratio | 0% | 0% | [Prospects](index=12&type=section&id=Prospects) The Group plans to diversify its business by exploring new platforms, developing new brands, and expanding into overseas markets and the Greater Bay Area, while enhancing marketing and cost control - Core strategies include: - **Business Diversification**: Actively exploring platforms and developing new brands, and exploring new business models - **Market Expansion**: Accelerating entry into overseas markets and the Greater Bay Area, and seeking development opportunities through strategic partnership with Jumbo Group in Singapore - **Channel Expansion**: Actively promoting takeaway services and strengthening delivery business - **Cost Control**: Maintaining profit margins by controlling rent, labor costs, and restructuring recurring expenses[41](index=41&type=chunk) [Directors' Biographies](index=12&type=section&id=Directors%27%20Biographies) This section details the personal biographies of the company's executive, non-executive, and independent non-executive directors, covering their age, position, professional background, industry experience, academic qualifications, and other public company directorships - The core members of the Board of Directors are from the founding family, with Chairman Mr. Lee Yuen Hong and his children Mr. Lee Kwan Lun (Group CEO) and Ms. Lee Yi Fong all serving as executive directors[43](index=43&type=chunk)[44](index=44&type=chunk)[46](index=46&type=chunk) - Non-executive and independent non-executive directors possess diverse professional backgrounds, covering business, investment, capital markets, accounting, and corporate finance, providing professional advice and oversight to the Board[49](index=49&type=chunk)[50](index=50&type=chunk)[54](index=54&type=chunk)[56](index=56&type=chunk)[57](index=57&type=chunk) [Corporate Governance Report](index=16&type=section&id=Corporate%20Governance%20Report) This section outlines the company's commitment to maintaining high standards of corporate governance, detailing the Board's composition, responsibilities, and the functions of its committees [Board of Directors](index=17&type=section&id=Board%20of%20Directors) The company is committed to maintaining high corporate governance standards, complying with all applicable code provisions, with a Board of eight directors responsible for leadership and control - During the year and up to the report date, the company has complied with all applicable code provisions of the Corporate Governance Code[61](index=61&type=chunk) Board Meetings and Annual General Meeting Attendance Record (This Year) | Director Name | Position | Board Meetings Attended | 2024 AGM Attended | | :--- | :--- | :--- | :--- | | Mr. Lee Yuen Hong | Chairman, Executive Director | 5/5 | 1/1 | | Mr. Lee Kwan Lun | Group CEO, Executive Director | 5/5 | 1/1 | | Ms. Lee Yi Fong | Executive Director | 5/5 | 1/1 | | Mr. Cheng Chung Hoon | Non-executive Director | 5/5 | 1/1 | | Mr. Wong Chi Kin | Non-executive Director | 5/5 | 1/1 | | Mr. Tang Man Chi | Independent Non-executive Director | 5/5 | 1/1 | | Mr. Yim Kwok Man | Independent Non-executive Director | 5/5 | 1/1 | - The company has arranged continuous professional development training for all directors, covering directors' duties, updates on regulatory requirements, and business ethics[76](index=76&type=chunk)[77](index=77&type=chunk) [Board Committees](index=22&type=section&id=Board%20Committees) The Board has established Nomination, Remuneration, and Audit Committees to oversee specific areas, ensuring effective governance and oversight of the company's structure, compensation, and financial reporting - **Nomination Committee**: Key duties include reviewing the Board's structure, assessing the independence of independent non-executive directors, and providing recommendations to the Board on director appointments; held **two meetings** this year[81](index=81&type=chunk)[88](index=88&type=chunk) - **Remuneration Committee**: Key duties include evaluating the performance of directors and senior management, and making recommendations to the Board on remuneration policies and structures; held **three meetings** this year[92](index=92&type=chunk) - **Audit Committee**: Key duties include making recommendations to the Board on the appointment of external auditors, reviewing financial statements, and overseeing internal control procedures; held **two meetings** this year[95](index=95&type=chunk) [Risk Management and Internal Control](index=27&type=section&id=Risk%20Management%20and%20Internal%20Control) The Board confirms its oversight responsibility for the Group's risk management and internal control systems, which are reviewed annually and deemed effective and adequate based on a "three lines of defense" model - The Group's risk management framework is based on the "three lines of defense" model: - **First Line of Defense**: Department and operational heads identify, assess, and monitor their own risks - **Second Line of Defense**: Senior management oversees and promotes the implementation of risk management systems - **Third Line of Defense**: Internal audit conducts independent evaluations of the system's effectiveness[109](index=109&type=chunk)[110](index=110&type=chunk)[111](index=111&type=chunk)[112](index=112&type=chunk) - The Board, through the Audit Committee, conducted an annual review of the risk management and internal control systems (including financial, operational, and compliance controls) for the year, concluding that the systems are effective and adequate[114](index=114&type=chunk) [Communication with Shareholders and Shareholders' Rights](index=30&type=section&id=Communication%20with%20Shareholders%20and%20Shareholders%27%20Rights) The company prioritizes effective communication with shareholders through various channels, ensuring transparency and timely information, and details shareholders' rights regarding general meetings and inquiries - Shareholders holding not less than **one-tenth of the company's paid-up capital** have the right to request the Board to convene an extraordinary general meeting[124](index=124&type=chunk) - The company has adopted a dividend policy, aiming to distribute no less than **30% of net profit** for each financial year as dividends, subject to the Group's business, profitability, and financial condition, among other factors[129](index=129&type=chunk) [Directors' Report](index=33&type=section&id=Directors%27%20Report) This section provides an overview of the Board's activities and decisions, including dividend declarations, share option and award schemes, and the utilization of IPO proceeds [Dividends](index=35&type=section&id=Dividends) For the current year, the Board declared and paid an interim dividend of **1.0 HK cents per share**, with no second interim or final dividend proposed, resulting in a total dividend of **1.0 HK cents per share** Current Year Dividend Distribution | Dividend Type | Amount Per Share | Total Amount (Approx.) | | :--- | :--- | :--- | | Interim Dividend | 1.0 HK cents | HKD 14,112,000 | | Second Interim Dividend | Not applicable (2024: 2.5 HK cents) | - | | Final Dividend | Not applicable (2024: None) | - | [Share Option Schemes and Share Award Scheme](index=36&type=section&id=Share%20Option%20Schemes%20and%20Share%20Award%20Scheme) The company's pre-IPO and share option schemes have expired or have no outstanding options, while the 2018 Share Award Scheme aims to incentivize and retain talent, with certain awards vesting this year - Both the pre-IPO share option scheme and the share option scheme adopted in 2012 have expired, with no outstanding share options at the end of the reporting period[152](index=152&type=chunk)[153](index=153&type=chunk) Share Award Scheme Changes (Directors) | Grantee | Unvested as of April 1, 2024 | Vested During the Year | Unvested as of March 31, 2025 | | :--- | :--- | :--- | :--- | | Mr. Wong | 1,000,000 | 1,000,000 | 0 | | Mr. Ng | 1,000,000 | 1,000,000 | 0 | | Mr. Tang | 1,000,000 | 1,000,000 | 0 | | Mr. Yim | 1,000,000 | 1,000,000 | 0 | - During the year, the company purchased **40,312,000 shares** on the Stock Exchange for the Share Award Scheme[187](index=187&type=chunk) [Use of Proceeds from Listing](index=46&type=section&id=Use%20of%20Proceeds%20from%20Listing) This report details the utilization of approximately **HKD 794.4 million net proceeds** from the IPO, with **HKD 50.6 million** remaining unutilized and reallocated from a shelved central kitchen project to working capital Summary of Use of Proceeds from Listing (As of March 31, 2025) | Use | Percentage of Net Proceeds | Total Utilized (HKD millions) | Remaining Amount (HKD millions) | | :--- | :--- | :--- | :--- | | Opening new restaurants and delivery centers in Hong Kong | 20% | 158.9 | – | | Opening new restaurants in mainland China | 35% | 278.0 | – | | Constructing new central kitchen in Hong Kong | 10% | 79.4 | – | | Constructing new central kitchens in Shanghai and South China | 20% | 108.3 | 50.6 | | Enhancing IT systems | 5% | 39.8 | – | | Additional working capital and other general corporate purposes | 10% | 79.4 | – | | **Total** | **100%** | **743.8** | **50.6** | - The Board resolved to reallocate the proceeds originally intended for the Shanghai kitchen (approximately **HKD 20.6 million**) to additional working capital and other general corporate purposes, expected to be fully utilized by December 2026[199](index=199&type=chunk) [Independent Auditor's Report](index=47&type=section&id=Independent%20Auditor%27s%20Report) KPMG issued an unmodified opinion on the Group's consolidated financial statements for the year ended March 31, 2025, affirming their fair presentation, with impairment assessment of property, plant and equipment and right-of-use assets highlighted as a key audit matter - **Audit Opinion**: KPMG is of the opinion that the consolidated financial statements give a true and fair view of the Group's financial position and performance in accordance with Hong Kong Financial Reporting Standards and have been properly prepared in compliance with the disclosure requirements of the Hong Kong Companies Ordinance[209](index=209&type=chunk) - **Key Audit Matter**: The most significant matter in this year's audit was the impairment assessment of property, plant and equipment and right-of-use assets; this was considered key due to the materiality of the carrying amounts and the significant judgment involved in forecasting future cash flows for impairment assessment[211](index=211&type=chunk)[212](index=212&type=chunk) [Consolidated Financial Statements](index=52&type=section&id=Consolidated%20Financial%20Statements) This section presents the Group's comprehensive financial performance, position, and cash flows for the reporting period, providing a detailed overview of its financial health [Consolidated Statement of Profit or Loss](index=52&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss) This statement presents the Group's operating results for the year ended March 31, 2025, showing a **5% revenue decrease to HKD 906 million** and a significant decline in profit for the year to **HKD 11.38 million** Consolidated Statement of Profit or Loss Summary | Indicator (HKD thousands) | 2025 | 2024 | | :--- | :--- | :--- | | Revenue | 906,040 | 954,128 | | Profit Before Tax | 14,690 | 34,747 | | Profit for the Year | 11,379 | 32,970 | | Profit Attributable to Equity Holders of the Company | 12,342 | 39,087 | | Basic Earnings Per Share | 0.92 HK cents | 2.86 HK cents | [Consolidated Statement of Financial Position](index=54&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) This statement reflects the Group's financial position as of March 31, 2025, with total assets of **HKD 828 million** and total liabilities of **HKD 387 million**, resulting in a net asset decrease to **HKD 441 million** Consolidated Statement of Financial Position Summary | Indicator (HKD thousands) | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Total Non-current Assets | 606,662 | 580,422 | | Total Current Assets | 221,251 | 309,902 | | **Total Assets** | **827,913** | **890,324** | | Total Current Liabilities | 211,079 | 242,483 | | Total Non-current Liabilities | 176,119 | 162,527 | | **Total Liabilities** | **387,198** | **405,010** | | **Net Assets** | **440,715** | **485,314** | | **Total Equity** | **440,715** | **485,314** | [Consolidated Statement of Cash Flows](index=57&type=section&id=Consolidated%20Statement%20of%20Cash%20Flows) This statement summarizes the changes in cash and cash equivalents during the year, showing net cash generated from operating activities of **HKD 106 million**, and net cash outflows from investing and financing activities Consolidated Statement of Cash Flows Summary | Indicator (HKD thousands) | 2025 | 2024 | | :--- | :--- | :--- | | Net Cash Generated from Operating Activities | 105,659 | 183,930 | | Net Cash (Used in)/Generated from Investing Activities | (26,576) | 67,411 | | Net Cash Used in Financing Activities | (170,363) | (200,477) | | **Net (Decrease)/Increase in Cash and Cash Equivalents** | **(91,280)** | **50,864** | | Cash and Cash Equivalents at Beginning of Year | 235,013 | 186,395 | | **Cash and Cash Equivalents at End of Year** | **146,578** | **235,013** | [Notes to the Financial Statements](index=59&type=section&id=Notes%20to%20the%20Financial%20Statements) This section provides detailed explanations and supplementary information crucial for understanding the company's financial position and performance, covering accounting policies, judgments, estimates, and specific financial statement items [Operating Segment Information](index=86&type=section&id=Operating%20Segment%20Information) The Group operates a single restaurant services business and thus does not present operating segment information, but revenue and non-current assets are disaggregated by geographical region, with Hong Kong and mainland China being the primary markets Revenue by Geographical Region (HKD thousands) | Region | 2025 | 2024 | | :--- | :--- | :--- | | Hong Kong | 514,598 | 505,713 | | Mainland China | 370,585 | 431,348 | | Other | 20,857 | 17,067 | | **Total** | **906,040** | **954,128** | Non-current Assets by Geographical Region (HKD thousands) | Region | 2025 | 2024 | | :--- | :--- | :--- | | Hong Kong | 185,244 | 169,029 | | Mainland China | 291,798 | 281,601 | | Other | 86,616 | 75,853 | | **Total** | **563,658** | **526,483** | [Impairment Testing of Property, Plant and Equipment and Right-of-Use Assets](index=85&type=section&id=Impairment%20Testing%20of%20Property%2C%20Plant%20and%20Equipment%20and%20Right-of-Use%20Assets) Impairment testing was a significant accounting estimate this year, with the Group recognizing total impairment losses of approximately **HKD 15.16 million** for property, plant and equipment and right-of-use assets due to underperforming restaurants Annual Asset Impairment Losses (HKD thousands) | Asset Category | 2025 | 2024 | | :--- | :--- | :--- | | Property, Plant and Equipment | 12,281 | 18,928 | | Right-of-Use Assets | 2,877 | 25,881 | | **Total** | **15,158** | **44,809** | [Related Party Transactions](index=115&type=section&id=Related%20Party%20Transactions) The Group engaged in several related party transactions during the year, including sales of food to a joint venture and laundry service fees paid to a company controlled by a director's close family member, alongside disclosure of key management personnel compensation Key Related Party Transactions (HKD thousands) | Transaction Type | Related Party | 2025 | 2024 | | :--- | :--- | :--- | :--- | | Sales of Food | Joint Venture | 20,857 | 17,067 | | Laundry Service Fees | Company controlled by a director's close family member | 353 | 225 | Key Management Personnel Compensation (HKD thousands) | Compensation Type | 2025 | 2024 | | :--- | :--- | :--- | | Short-term Employee Benefits | 8,284 | 5,557 | | Post-employment Benefits | 36 | 36 | | **Total** | **8,320** | **5,593** | [Details of Investment Properties](index=119&type=section&id=Details%20of%20Investment%20Properties) This section lists the Group's investment properties, including office and industrial properties in Shanghai, China, and a residential property in Causeway Bay, Hong Kong, all held under long-term leases with **100% Group interest** Investment Property List | Location | Usage | Tenure | Group's Attributable Interest | | :--- | :--- | :--- | :--- | | Huangpu District, Shanghai, China | Office | Long-term lease | 100% | | Songjiang District, Shanghai, China | Industrial | Long-term lease | 100% | | Causeway Bay, Hong Kong | Residential | Long-term lease | 100% | [Five-Year Financial Summary](index=120&type=section&id=Five-Year%20Financial%20Summary) This section provides a summary of the Group's key financial data for the past five fiscal years (2021-2025), illustrating trends in revenue, profitability, total assets, and total equity Five-Year Performance Summary (Year Ended March 31, HKD thousands) | Indicator | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | 906,040 | 954,128 | 845,797 | 993,324 | 956,382 | | Profit/(Loss) Before Tax | 14,690 | 34,747 | 61,855 | (117,400) | (117,777) | | Profit/(Loss) Attributable to Equity Holders of the Company | 12,342 | 39,087 | 60,578 | (118,254) | (124,114) | Five-Year Assets, Liabilities and Equity Summary (As of March 31, HKD thousands) | Indicator | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | Total Assets | 827,913 | 890,324 | 1,039,619 | 1,267,918 | 1,552,238 | | Total Liabilities | (387,198) | (405,010) | (505,459) | (760,797) | (935,630) | | Equity Attributable to Equity Holders of the Company | 464,270 | 507,281 | 550,010 | 518,273 | 617,053 |

Core Viewpoint - Tsui Wah Holdings reported a decline in revenue and net profit for the fiscal year ending March 31, 2025, indicating challenges in both local and mainland markets [1][2]. Financial Performance - Revenue decreased by 5.04% year-on-year to HKD 906.04 million [1][2]. - Net profit attributable to shareholders fell by 68.42% to HKD 12.34 million [1][2]. - Basic earnings per share dropped by 67.8% to HKD 0.92 [2]. Revenue Breakdown - Revenue from Hong Kong increased by 1.8% to HKD 514.60 million [2][3]. - Revenue from mainland China decreased by 14.1% to HKD 370.59 million [2][5]. - Revenue from other regions rose by 22.2% to HKD 20.86 million [2]. Restaurant Operations - The total number of restaurants remained stable at 72, with 6 closures and 6 openings during the reporting period [3][5]. - In Hong Kong, the number of restaurants increased to 31, with 4 new openings and 2 closures [3][5]. - In mainland China, the number of restaurants decreased to 32, with 4 closures and no new openings [5]. Cost and Market Conditions - Property rental and related expenses increased by 10.59% to HKD 59.86 million [3]. - The mainland market faced intensified price competition and rising ingredient costs due to tariff adjustments [5]. - The company is focusing on cost control and seeking quality suppliers to mitigate external impacts [5]. Future Outlook - Tsui Wah Holdings maintains a cautiously optimistic outlook for future development, planning to expand in traditional markets while exploring new growth opportunities [5].

[Annual Results Announcement](index=1&type=section&id=Annual%20Results%20Announcement) [Financial Highlights](index=1&type=section&id=Financial%20Highlights) For FY2025, the Group's total revenue decreased by 5%, with profit attributable to equity holders significantly down 68.4%, primarily due to weak markets in Hong Kong and mainland China, despite a slight increase in restaurant count FY2025 Performance Summary | Metric | 2025 (Thousand HKD) | 2024 (Thousand HKD) | Change | | :--- | :--- | :--- | :--- | | **Revenue** | 906,040 | 954,128 | -5% | | Hong Kong Revenue | 514,598 | 505,713 | +1.8% | | Mainland China Revenue | 370,585 | 431,348 | -14.1% | | **Profit for the Year** | 11,379 | 32,970 | -65.5% | | Profit Attributable to Equity Holders | 12,342 | 39,087 | -68.4% | | **Basic Earnings Per Share** | 0.92 HK cents | 2.86 HK cents | -67.8% | Restaurant Count Changes | Region | 2025 | 2024 | | :--- | :--- | :--- | | Hong Kong | 31 | 29 | | Mainland China | 32 | 36 | | Macau | 3 | 3 | | Singapore | 6 | 4 | [Consolidated Financial Statements](index=2&type=section&id=Consolidated%20Financial%20Statements) This section presents the Group's consolidated financial statements, indicating a significant decrease in profit before tax due to revenue decline and reduced other income, despite lower operating costs, while net current assets notably decreased due to a substantial drop in cash and cash equivalents Consolidated Statement of Profit or Loss Summary | Item | 2025 (Thousand HKD) | 2024 (Thousand HKD) | | :--- | :--- | :--- | | Revenue | 906,040 | 954,128 | | Cost of Inventories Sold | (234,162) | (246,127) | | Staff Costs | (311,330) | (314,761) | | Depreciation and Amortization | (119,478) | (134,691) | | Profit Before Tax | 14,690 | 34,747 | | Profit for the Year | 11,379 | 32,970 | Consolidated Statement of Financial Position Summary | Item | 2025 (Thousand HKD) | 2024 (Thousand HKD) | | :--- | :--- | :--- | | Total Non-Current Assets | 606,662 | 580,422 | | Total Current Assets | 221,251 | 309,902 | | Of which: Cash and Cash Equivalents | 146,578 | 235,013 | | Total Current Liabilities | 211,079 | 242,483 | | Net Assets | 440,715 | 485,314 | | Total Equity | 440,715 | 485,314 | [Summary of Notes to the Financial Statements](index=6&type=section&id=Summary%20of%20Notes%20to%20the%20Financial%20Statements) This section clarifies financial statement basis, accounting policies, and segment information, noting the Group's main business is catering with revenue primarily from Hong Kong and mainland China, where mainland revenue significantly declined, and total dividends for the year were substantially reduced Revenue from External Customers by Geographical Location | Region | 2025 (Thousand HKD) | 2024 (Thousand HKD) | | :--- | :--- | :--- | | Hong Kong | 514,598 | 505,713 | | Mainland China | 370,585 | 431,348 | | Other | 20,857 | 17,067 | - Total dividends for the current year were **1.0 HK cents per share**, a significant decrease from **3.5 HK cents per share** in FY2024. The Board decided not to declare a second interim dividend[29](index=29&type=chunk)[30](index=30&type=chunk) Earnings Per Share Calculation | Item | 2025 | 2024 | | :--- | :--- | :--- | | Profit Attributable to Equity Holders (Thousand HKD) | 12,342 | 39,087 | | Basic Earnings Per Share | 0.92 HK cents | 2.86 HK cents | | Diluted Earnings Per Share | 0.92 HK cents | 2.85 HK cents | [Management Discussion and Analysis](index=15&type=section&id=Management%20Discussion%20and%20Analysis) Management analyzes current challenges and opportunities, highlighting intense competition in Hong Kong's catering industry due to rising costs and cross-border consumption, while mainland China faces increased operational pressure from price wars and rising costs, leading to a 5% revenue decrease and significant profit decline attributed to an unfavorable macroeconomic environment and intensified market competition [Industry Overview](index=15&type=section&id=Industry%20Overview) Hong Kong's catering industry faces challenges from rising operating costs, labor shortages, and changing consumer preferences, with cross-border spending by residents intensifying local price sensitivity and competition, contributing to a continued economic downturn - Hong Kong's catering industry faces multiple challenges, including rising operating costs (food, rent, labor), labor shortages, and changing consumer preferences[35](index=35&type=chunk) - The trend of Hong Kong residents spending in mainland China has intensified local market price sensitivity, while a decrease in visitors to Hong Kong (especially mainland tourists) further exacerbates economic challenges[35](index=35&type=chunk)[36](index=36&type=chunk) [Business Review](index=15&type=section&id=Business%20Review) As of March 31, 2025, the Group operated 72 restaurants, with Hong Kong seeing a net increase despite reduced tourist spending and cross-border consumption, while mainland China faced increased operational pressure and a net decrease in restaurants, adopting a cautious expansion strategy, and Singapore and Macau businesses performed strongly - The Hong Kong market faces challenges including increased price sensitivity among tourists leading to lower spending, and competitive pressure from local residents spending in mainland China, with **2 restaurants closed and 4 new ones opened** in Hong Kong during the year[38](index=38&type=chunk) - Mainland China's catering market exhibits a coexistence of "rational consumption and experience upgrading," with intensified price wars and rising ingredient costs; the Group adopted a cautious expansion strategy, closing **4 restaurants** during the year and opening **2 new ones** after year-end[39](index=39&type=chunk)[41](index=41&type=chunk) - Singapore operations, through collaboration with Jumbo Group, increased total restaurants to **6**, benefiting from stable tourist and local demand, while Macau operations enjoyed ample customer traffic due to booming tourism[42](index=42&type=chunk)[43](index=43&type=chunk)[44](index=44&type=chunk) [Financial Review](index=19&type=section&id=Financial%20Review) The Group's revenue decreased by 5% this year, primarily due to unfavorable economic conditions and intensified competition in Hong Kong and mainland China, while gross profit margin remained stable, and despite reduced operating expenses, profit for the year substantially decreased - Revenue decreased by **5%** year-on-year to **HKD 906 million**, primarily due to unfavorable economic conditions in Hong Kong and mainland China, increased cross-border traffic from Hong Kong, and intense competition in mainland China's catering industry[46](index=46&type=chunk) - Cost of inventories sold as a percentage of revenue remained at **25.8%**, indicating the Group's effectiveness in controlling food costs[47](index=47&type=chunk) - Other operating expenses decreased by **19.7%** year-on-year, mainly due to a significant reduction in impairment losses recognized on property, plant and equipment, and right-of-use assets during the year[53](index=53&type=chunk) - Profit for the year was approximately **HKD 11.4 million**, a significant decrease from **HKD 33 million** last year, consistent with the factors contributing to the revenue decline[57](index=57&type=chunk) [Liquidity, Financial Resources and Capital Structure](index=22&type=section&id=Liquidity%2C%20Financial%20Resources%20and%20Capital%20Structure) The Group primarily relies on internal cash flow and listing proceeds, with cash and cash equivalents decreasing significantly as of March 31, 2025, leading to a current ratio drop from 1.3 to 1.0 times, while maintaining a 0% gearing ratio with no interest-bearing bank borrowings Liquidity Ratios | Metric | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Cash and Cash Equivalents | 146.6 Million HKD | 235.0 Million HKD | | Current Ratio | 1.0x | 1.3x | | Gearing Ratio | 0% | 0% | [Outlook](index=23&type=section&id=Outlook) The Group plans to diversify its business by exploring new platforms, developing new brands, and investigating new business models, with strategic priorities including accelerating expansion into overseas markets, strengthening marketing, and actively promoting delivery services, while continuing strict cost control to maintain profit margins and achieve sustainable growth - The Group plans to diversify its business by exploring new platforms, developing new brands, and investigating other new business models[61](index=61&type=chunk) - Strategically, the Group will accelerate its entry into overseas markets and the Greater Bay Area, leveraging its partnership with Jumbo Group in Singapore to seek development opportunities in Southeast Asia[61](index=61&type=chunk) - To enhance efficiency, the Group will continue to implement cost control measures (such as rent and labor costs) and strengthen its food delivery business[62](index=62&type=chunk) [Other Information](index=23&type=section&id=Other%20Information) This section covers dividends, closure of register of members, corporate governance, and audit committee review, noting total dividends for the year were 1.0 HK cents per share with no second interim dividend declared, and the company confirmed compliance with the Corporate Governance Code, with full-year results reviewed by the Audit Committee - The Board declared and paid an interim dividend of **1.0 HK cents per share** for the current year and resolved not to declare a second interim or final dividend[64](index=64&type=chunk) - To determine shareholders' eligibility to attend the Annual General Meeting, the register of members will be closed from **August 8 to August 13, 2025**, for share transfer registration[65](index=65&type=chunk) - The Company confirmed its compliance with all applicable code provisions of the Corporate Governance Code throughout the current year and up to the date of this announcement[67](index=67&type=chunk) - The Audit Committee has reviewed the Group's consolidated financial statements and full-year results for the current year and is of the opinion that they were prepared in compliance with applicable accounting standards and the Listing Rules[70](index=70&type=chunk)

Group 1 - The core viewpoint of the news highlights the recent performance of Tsui Wah Holdings, which saw a stock price increase of 9.76% on June 9, despite a cumulative decline of 5.09% over the past month and 7.66% year-to-date, underperforming the Hang Seng Index by 18.61% [1] - Financial data shows that for the period ending September 30, 2024, Tsui Wah Holdings reported total revenue of 404 million HKD, a year-on-year decrease of 9.85%, and a net profit attributable to shareholders of 5.79 million HKD, down 4.8% year-on-year [1] - The company's gross profit margin stands at 74.21%, with a debt-to-asset ratio of 45.98% [1] Group 2 - Tsui Wah Holdings is a chain restaurant group and the first tea restaurant chain listed on the Hong Kong Stock Exchange, operating in nine cities including Hong Kong, Macau, Shenzhen, Guangzhou, and Shanghai [2] - The company emphasizes the promotion of healthy and high-quality Hong Kong dining culture, maintaining strict standards for food quality, hygiene, and service [2] - Tsui Wah Holdings aims to provide quality ingredients and has a service philosophy of "Fast, Beautiful, and Right," focusing on efficiency and high-quality food presentation [2]