Group 1 - The company, Minhua Holdings (01999), announced that it could not reach an agreement with PwC regarding the audit fees for the consolidated financial statements for the year ending March 31, 2026 [1] - As a result, PwC has resigned as the company's auditor effective August 6, 2025 [1] - Following the recommendation of the audit committee, Ernst & Young has been appointed as the new auditor effective August 6, 2025, until the conclusion of the next annual general meeting [1]

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 全部或任何部分內容而產生或因依賴該等內容而引致的任何損失承擔任何責 任。 MAN WAH HOLDINGS LIMITED （於百慕達註冊成立的有限公司） 敏華控股有限公司 （股份代號：01999） 更換核數師 本 公 佈 由 敏 華 控 股 有 限 公 司（「本公司」及 其 附 屬 公 司「本集團」）根 據 香 港 聯 合 交 易所有限公司證券上市規則第13.51(4)條 而 作 出。 本 公 司 董 事（「董 事」）會（「董事會」）宣 佈，由 於 本 公 司 與 羅 兵 咸 永 道 會 計 師 事 務 所（「羅兵咸永道」）未 能 就 審 核 本 集 團 截 至 二 零 二 六 年 三 月 三 十 一 日 止 年 度 之 綜 合 財 務 報 表 之 核 數 師 酬 金 達 成 共 識，故 此 羅 兵 咸 永 道 已 自 二 零 二 五 年 八 月 六 日 起 辭 任 本 公 司 核 數 師。本 公 司 乃 根 據 百 ...

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 FF301 II. 已發行股份及/或庫存股份變動 | 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) | 01999 | 說明 | | | | | | | | | 已發行股份（不包括庫存股份）數目 | | 庫存股份數目 | | 已發行股份總數 | | | 上月底結存 | | | 3,878,083,200 | | 0 | | 3,878,083,200 | | 增加 / 減少 (-) | | | 0 | | | | | | 本月底結存 | | | 3,878,083,200 | | 0 | | 3,878,083,200 | 本月底法定/註冊股本總額： HKD 2,000,000,000 FF301 公司名稱: 敏華控股有限公司 呈交日期: 2025年8月4日 第 1 頁 共 10 頁 v 1.1.1 I. ...

Summary of the Conference Call for Minhua Holdings Company Overview - **Company**: Minhua Holdings - **Industry**: Furniture, specifically focusing on sofas and mattresses Key Points and Arguments 1. **Impact of Macro Environment**: Domestic sales are affected by the macro environment and consumer confidence, with offline channels under pressure while online channels show slight growth [2][6] 2. **Sales Strategy**: The company plans to increase store presence in first and second-tier cities and expand online brand stores to enhance distribution capabilities [2][6] 3. **Government Subsidy Policy**: The impact of government subsidy policies on performance has weakened due to long replacement cycles for sofas, high unit prices, and demand exhaustion [2][5] 4. **Product Performance**: Functional sofas perform well, accounting for over 70% of sales, while mattresses face challenges due to longer replacement cycles and higher commoditization [2][7] 5. **Market Share**: North America accounts for 26% of total revenue, while Europe accounts for 9%. The company is monitoring potential tariffs from the U.S. on Vietnam [2][4] 6. **European Market Outlook**: The company aims for double-digit growth in Europe, benefiting from lower gross margins, low interest rates, and reduced shipping costs [2][15] 7. **Profitability Goals**: The company aims to maintain stable gross and net profit margins, supported by economies of scale and declining raw material costs [2][19] 8. **Sales Performance**: Domestic sales are projected to remain flat in 2025, with challenges in both online and offline channels [2][12] 9. **Store Expansion Plans**: The company plans to open 300 new stores in first and second-tier cities, with an average size of at least 500 square meters [2][9] 10. **E-commerce Development**: The company aims to enhance its online presence by opening more brand stores and collaborating with e-commerce platforms [2][11] 11. **Profit Margin Stability**: The company expects to maintain stable profit margins despite global consumer weakness affecting raw material prices [2][19] 12. **Long-term Industry Outlook**: The electric sofa industry is fragmented, with long-term growth dependent on economic recovery and increased consumer focus on quality and brand [3][23] Additional Important Insights 1. **Sales Composition**: In 2024, domestic sales accounted for approximately 60% of total revenue, with a low double-digit decline observed in early 2025 [4] 2. **Challenges in Mattress Sales**: Mattress sales declined by about 10% in volume and 5% in average price last year, indicating a competitive market [7] 3. **Store Profitability**: Approximately 60% of stores are profitable, while 30% break even and 10% incur losses [10] 4. **Consumer Behavior Trends**: The market is experiencing a trend of consumption downgrade, impacting pricing and sales dynamics [22] 5. **Innovation in Products**: The company is introducing new features in products, such as mini-fridges and sound systems, particularly appealing to U.S. consumers [24]

Financial Performance - The company reported a significant increase in revenue for the fiscal year 2024/25, with a total revenue of HKD 1.2 billion, representing a 15% year-over-year growth[2]. - Total revenue for the fiscal year 2025 was HKD 17,249,385, a decrease of 8.2% from HKD 18,798,633 in fiscal year 2024[20]. - Profit attributable to equity holders was HKD 2,062,617, a decrease of 10.4% compared to HKD 2,302,366 in fiscal year 2024[20]. - Basic earnings per share for fiscal year 2025 was HKD 53.19, down from HKD 59.09 in fiscal year 2024[20]. - The company reported a net profit margin of 12%, up from 10% in the previous year, indicating improved operational efficiency[2]. - Profit attributable to equity holders decreased by approximately 10.4% from about HKD 2,302,366 thousand in FY2024 to about HKD 2,062,617 thousand in FY2025, with a net profit margin of approximately 12.2% (FY2024: 12.5%) in FY2025[52]. Revenue Breakdown - The domestic sales revenue in China was HKD 9,927,490 thousand, a decrease of 17.2% year-on-year, accounting for 58.7% of total revenue[33]. - Revenue from bedding and related products fell by 19.4% to approximately HKD 2,408,061, primarily due to weak market demand in China[40]. - Revenue from other products decreased by 8.4% to approximately HKD 1,665,873, attributed to declining sales in the Chinese home furnishings market[41]. - Revenue from the North American market was approximately HKD 4,420,102, a year-on-year increase of 3.2%, contributing 26.2% to the total revenue[34]. - Revenue from Europe and other overseas markets increased by 22.9% to approximately HKD 1,468,854, accounting for 8.7% of total revenue[34]. Cost and Expenses - The cost of goods sold decreased by 9.9% to approximately HKD 10,058,472, with raw material costs declining by 11.2%[45]. - Sales and distribution expenses decreased by 7.2% to approximately HKD 3,075,090, with advertising and marketing expenses dropping by 30.3%[48]. - Administrative and other expenses decreased by approximately 21.5% from about HKD 956,000 thousand in FY2024 to about HKD 750,373 thousand in FY2025, representing about 4.4% of revenue (FY2024: 5.2%) due to a settlement with a former supplier[50]. Cash Flow and Liquidity - Cash flow from operations increased by 25%, totaling HKD 300 million, providing a strong liquidity position for future investments[2]. - Cash and bank balances increased to HKD 4,006,314 in fiscal year 2025, compared to HKD 3,273,830 in fiscal year 2024[20]. - Short-term borrowings were approximately HKD 4,213,483 thousand and long-term borrowings were about HKD 1,066 thousand as of March 31, 2025, with a current ratio of approximately 1.4 (FY2024: 1.3) and a debt-to-equity ratio of approximately 33.2% (FY2024: 34.0%) as of the same date[56]. Strategic Initiatives - The company provided an optimistic outlook for the next fiscal year, projecting a revenue growth of 10% to 12%[2]. - New product launches are expected to contribute to revenue, with three new furniture lines set to be introduced in Q2 2025[2]. - Market expansion plans include entering two new international markets, targeting a 5% market share within the first year[2]. - The company is considering strategic acquisitions to enhance its market position, with a budget of HKD 200 million earmarked for potential mergers[2]. - The company plans to enhance brand awareness and product sales by focusing on core cities and key regions through refined market operations and precise marketing strategies[67]. Sustainability and Innovation - The management emphasized a focus on sustainability, aiming for a 30% reduction in carbon emissions by 2026[2]. - The company is investing in technology development, allocating HKD 50 million for R&D in smart furniture solutions[2]. - The group will increase R&D investment to launch more intelligent and environmentally friendly home products to meet consumer demand for high-quality living[67]. Corporate Governance - The board consists of five executive directors and four independent non-executive directors as of March 31, 2025[80]. - The audit committee includes four independent non-executive directors, responsible for reviewing the external auditor's audit plan and reports[93]. - The company ensures compliance with listing rules by appointing a sufficient number of independent non-executive directors, enhancing independent viewpoints[87]. - The board has established specific committees to oversee certain areas and assist in executing its responsibilities, with all resolutions reported at the next board meeting[92]. Shareholder Engagement - The company emphasizes open communication and fair disclosure to ensure all shareholders receive significant corporate development information[110]. - Senior executives will arrange roadshows or presentations after performance announcements to engage with institutional investors and analysts[110]. - The company is committed to addressing shareholder inquiries through its investor relations manager[116]. Employee and Diversity Initiatives - The total employee cost for FY2025 was approximately HKD 3,055,078 thousand, down from about HKD 3,193,022 thousand in FY2024, with 26,134 employees as of March 31, 2025 (FY2024: 29,837 employees)[66]. - As of March 31, 2025, 36% of the company's employees are women, reflecting the company's commitment to gender diversity[100]. - The company is committed to further enhancing gender diversity in its board composition and senior management team[98]. Risk Management - The company identified significant business risks, including macroeconomic changes that could adversely affect sales growth or gross margins[134]. - The company has implemented effective communication policies with shareholders during the review period[117].

Core Viewpoint - The company reported a decline in FY25 revenue and net profit, primarily due to fair value losses and impairment provisions, but showed resilience in e-commerce and North American markets [1][2] Group 1: Financial Performance - FY25 total revenue was HKD 16.9 billion, down 8.2% year-on-year; net profit attributable to shareholders was HKD 2.06 billion, down 10.4% year-on-year [1] - Excluding fair value changes and impairment provisions, net profit was HKD 2.35 billion, up 1.3% year-on-year, with a net profit margin of 13.9%, an increase of 1.3 percentage points [1] Group 2: Domestic Sales - Domestic sales revenue was HKD 9.93 billion, down 17.2% year-on-year, with H2 revenue also at HKD 4.95 billion, down 17.2% [1] - The gross margin for domestic sales was 40.4%, unchanged year-on-year, with H2 gross margin at 40.6%, up 1 percentage point [1] - E-commerce outperformed offline sales, with FY25 e-commerce and offline revenues at HKD 2.19 billion and HKD 6.8 billion, down 16.3% and 16.6% year-on-year respectively [1] Group 3: Product Performance - Sofa sales outperformed bedding, with domestic sofa and bedding revenues at HKD 6.58 billion and HKD 2.41 billion, down 15.4% and 19.4% year-on-year respectively [1] - Sofa sales volume and price decreased by 10.6% and 5.4% year-on-year [1] Group 4: International Sales - North American revenue was HKD 4.42 billion, up 3.2% year-on-year, while European revenue was HKD 1.47 billion, up 22.9% year-on-year [2] - H2 revenue for North America and Europe was HKD 2.27 billion and HKD 0.74 billion, up 0.9% and 11% year-on-year respectively [2] - Gross margins for North America and Europe were 41.5% and 31%, up 4.4 and 0.7 percentage points year-on-year [2] Group 5: Investment Outlook - The domestic functional sofa penetration rate is expected to continue increasing, with a forecasted improvement in performance due to dealer and store transformations [2] - The company has overseas bases in Vietnam and Mexico to mitigate tariff changes, and the high growth in the European market reduces reliance on the U.S. [2] - The current valuation is at a historical low, with a stable dividend rate above 50% (FY25 dividend rate at 50.8%) and a dividend yield of 6.4%, indicating strong investment value [2]

16 May 2025 | 8:37AM CST Man Wah Holdings (1999.HK) FY25 Earnings Review: Below-expected rev, OP beat but NP miss on fair value/impairment losses; Neutral Man Wah reported below-expected FY25 results. Total revenue/net profit in FY25 was HK$16,903mn/HK$2,063mn, down by 8%/10% yoy, which was -4%/-8% vs. GSe. This implies -9%/-21% revenue/profits yoy growth in 2H FY25, further weakened from -7%/0% yoy in 1H FY25. Revenue fell below expectations across all regions and major products, while profit miss was main ...

Core Viewpoint - The company reported a decline in both revenue and net profit for FY2025, with a focus on the challenges faced in domestic sales and a slight slowdown in international sales [1][2]. Revenue Summary - For FY2025, the company achieved a main revenue of 16.903 billion HKD and a net profit of 2.063 billion HKD, representing a year-on-year decrease of 8% and 10% respectively [1]. - In FY2025H2, the revenue was 8.597 billion HKD and net profit was 0.924 billion HKD, showing a decline of 9% and 21% year-on-year [1]. - Domestic sales faced pressure with a 17% decline in furniture sales, while online and offline sales decreased by 18% and 11% respectively [1]. - International sales showed a slight increase of 4%, with North America and Europe growing by 1% and 11% respectively [1]. Profitability Summary - The company experienced improvements in gross margin and operating profit margin due to raw material price reductions and cost control measures [2]. - The gross margin and net profit margin for FY2025 increased by 1.1 and decreased by 0.3 percentage points respectively [2]. - The average unit costs for various materials decreased, with leather and chemicals seeing reductions of 6.7% and 9.8% respectively [2]. - Advertising and management expenses decreased by 30% and 22% respectively, while tariff expenses dropped significantly by 89% due to increased shipments from Vietnam [2]. Future Outlook - Domestic sales are expected to face ongoing pressure from the real estate and consumer environment, but there are marginal benefits from national subsidies for home furnishings [3]. - The company plans to restructure its dealer and store layout to enhance operational efficiency and improve brand presence through new online channels [3]. - For international sales, if the current low tariff levels in the U.S. persist, the impact may remain manageable, with advantages in overseas production capacity becoming more evident [3]. - The company maintains a dividend payout ratio of 51%, with projected net profits for FY2026 to FY2028 expected to be 2.4 billion, 2.59 billion, and 2.85 billion HKD respectively, corresponding to PE ratios of 6.9, 6.3, and 5.8 times [3].

Core Insights - Minhua Holdings reported a revenue of HKD 16.903 billion (approximately RMB 15.927 billion) for the fiscal year ending March 31, 2025, representing a year-on-year decline of 8.2% [1] - The company's profit attributable to equity holders was HKD 2.063 billion (approximately RMB 1.9 billion), down 10.4% year-on-year [1] - The decrease in net profit was primarily due to fair value losses on investment properties of HKD 71.244 million, goodwill impairment provisions of HKD 104 million, and other asset impairments totaling HKD 96.419 million [1] Financial Performance - Total revenue for the fiscal year 2025 was HKD 17.249 billion, down from HKD 18.799 billion in 2024 [3] - Gross profit decreased to HKD 6.844 billion from HKD 7.248 billion, indicating a decline in profitability [3] - The company's operating profit was HKD 2.824 billion, down from HKD 3.061 billion in the previous year [3] Business Segments - Revenue from sofas and related products was HKD 11.743 billion, a decrease of 7.2% year-on-year [1] - Revenue from bedding and related products fell by 19.4% to HKD 2.408 billion [1] - Other products generated revenue of HKD 1.666 billion, down 8.4% year-on-year [1] Market Performance - Sales revenue in the Chinese market (excluding real estate and other business income) was HKD 9.927 billion, a decline of 17.2% year-on-year, reducing its contribution to total revenue from 65.0% to 58.7% [2] - The company opened 131 new stores, bringing the total to 7,367 stores, with a focus on enhancing its presence in lower-tier markets and first- and second-tier cities [2] - Management noted that domestic consumer confidence is recovering slowly, leading to increased sales pressure, but the company is maintaining competitiveness through optimized sales channels and brand building [2]

Financial Performance - Total revenue for the fiscal year ended March 31, 2025, was HKD 17,249,385, a decrease of 8.2% from HKD 18,798,633 in the previous year[4] - Gross profit for the fiscal year was HKD 6,844,162, down 5.6% from HKD 7,248,027 year-on-year[4] - Operating profit decreased to HKD 2,824,388, representing a decline of 7.7% compared to HKD 3,060,922 in the previous year[4] - Net profit for the year was HKD 2,154,808, a decrease of 10.1% from HKD 2,396,002 in the previous year[4] - Basic earnings per share for the year was HKD 53.19, down from HKD 59.09 in the previous year, reflecting a decline of 10.1%[5] - The company reported a total comprehensive income of HKD 1,857,918, an increase of 4.7% from HKD 1,774,530 in the previous year[4] - The company recorded a net loss of approximately HKD 541,062 thousand, compared to a loss of about HKD 304,195 thousand in the previous year, mainly due to fair value losses on financial assets and impairment losses[54] - Profit attributable to equity holders decreased by approximately 10.4% from about HKD 2,302,366,000 in FY2024 to about HKD 2,062,617,000 in FY2025, with the net profit margin declining from approximately 12.5% to about 12.2%[58] Assets and Liabilities - Total assets increased to HKD 20,023,592, up from HKD 19,807,520, indicating a growth of 1.1%[6] - Total equity rose to HKD 13,649,166, an increase of 4.4% from HKD 13,075,669 in the previous year[7] - Non-current liabilities decreased to HKD 260,386, down from HKD 304,216, a reduction of 14.4%[7] - As of March 31, 2025, the group's cash and bank balances were approximately HKD 4,006,314,000, an increase from about HKD 3,273,830,000 as of March 31, 2024[60] - The group's current ratio as of March 31, 2025, was approximately 1.4, compared to about 1.3 as of March 31, 2024[64] Revenue Breakdown - For the fiscal year ending March 31, 2025, total external sales reached HKD 16,902,634, with a significant contribution from sofas and related products at HKD 11,742,512, representing 69.4% of total sales[18] - Revenue from external customers in China (including Hong Kong and Macau) for 2025 is HKD 10,236,290, a decrease of 16.5% from HKD 12,257,665 in 2024[22] - North America revenue includes HKD 3,882,551 from the US and HKD 499,937 from Canada, with a slight increase in Canada from HKD 332,981 in 2024[23] - Revenue from the Chinese market fell by approximately 15.4% to about HKD 6,583,804 thousand, with sofa sales decreasing by about 10.6% to approximately 1,001 thousand sets[45] - Revenue from the North American market was 4,420,102 thousand HKD, an increase of 3.2% year-on-year, representing 26.2% of total operating revenue, up from 23.3%[41] - Revenue from European and other overseas markets increased by 22.9% year-on-year to 1,468,854 thousand HKD, accounting for 8.7% of total operating revenue, up from 6.5%[42] Segment Performance - The segment performance for the same period showed a total profit of HKD 3,259,059, with the sofa segment contributing HKD 2,268,828, accounting for 69.7% of the total segment profit[18] - The cost of inventory for the fiscal year ending March 31, 2025, was HKD 7,804,170, with the sofa segment accounting for HKD 4,365,414, which is 55.9% of the total inventory cost[21] - Employee benefits expenses for the fiscal year 2025 totaled HKD 3,055,078, with the sofa segment contributing HKD 1,957,905, representing 64.1% of total employee benefits expenses[21] Market Strategy and Future Outlook - The company plans to continue expanding its market presence and investing in new product development to drive future growth[20] - The group plans to enhance its domestic market potential by focusing on core cities and key regions, improving brand awareness and product sales through refined marketing strategies[77] - The group aims to increase R&D investment to launch more intelligent and environmentally friendly home products to meet consumer demand for high-quality living[77] - The group will continue to strengthen its market position in North America and Europe by expanding new sales channels and customer resources[78] Governance and Compliance - The company has adopted the corporate governance principles and applicable rules as per the listing rules, with a deviation from the principle C.2.1 regarding the separation of roles of Chairman and CEO[84] - Mr. Huang Minli serves as both the Chairman and CEO, overseeing the overall operations of the group, with the board believing this structure maintains a balance of power and responsibility[85] - The audit committee consists of four independent non-executive directors, ensuring compliance with the listing rules and providing diverse expertise[87] - The financial statements for the fiscal year ending March 31, 2025, have been reviewed and confirmed by the external auditor, PwC[91] Dividends and Shareholder Information - The company plans to declare a final dividend of HKD 0.12 per share for the year ending March 31, 2025, totaling approximately HKD 465,370[29] - The board proposed a final dividend of HKD 0.12 per share for FY2025, with total dividends for the year amounting to approximately 50.8% of profit attributable to equity holders[59] - Shareholders listed on the register as of July 10, 2025, will be eligible to receive the proposed final dividend, pending approval at the annual general meeting[90] - The proposed final dividend is expected to be paid on July 23, 2025, to shareholders registered as of July 10, 2025[90]