組織章程大綱 及 中文譯本僅供參考用 開曼群島 公司法（經修訂） 股份有限公司 中國旺旺控股有限公司 （經於二零二五年八月二十六日通過及生效的特別決議案採納） – 1 – 組織章程大綱 中國旺旺控股有限公司 （經於二零二五年八月二十六日通過及生效的特別決議案採納） – 2 – 組織章程細則 開曼群島 公司法（經修訂） 股份有限公司 開曼群島 公司法（經修訂） 股份有限公司 組織章程大綱 中國旺旺控股有限公司 （經於二零二五年八月二十六日通過及生效的特別決議案採納） – 3 – 1 本公司的名稱為中國旺旺控股有限公司(Want Want China Holdings Limited)。 2 本公司的註冊辦事處設於Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands或董事會不時決定位於開曼群 島的其他地方。 3 本公司的成立宗旨並無限制，包括但不限於以下各項： 3.1 以投資公司及投資控股公司的形式經營業務，以及收購及持有由任何性質及在任 何地方成立或經營業務的任何公司 ...

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，並明確表示概不會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。 WANT WANT CHINA HOLDINGS LIMITED 中國旺旺控股有限公司 於2025年8月26日舉行的股東週年大會投票表決結果 及派付末期股息 股東週年大會投票表決結果 中國旺旺控股有限公司(「本公司」)於2025年8月26日舉行之股東週年大會(「股東週年大 會」) 上，載於2025年7月18日之股東週年大會通告(「通告」)內之所有提呈決議案(「提 呈決議案」)均以投票方式表決。 本公司欣然宣佈所有提呈決議案均獲股東通過，投票表決結果如下： | | | 票數 (%) | | | --- | --- | --- | --- | | | 普通決議案 | 贊成 | 反對 | | 1. | 省覽及批准本公司截至2025年3月31日止年度之 | 10,154,447,982 | 19,150,857 | | | 經審核綜合財務報表、董事會報告及核數師報 | (99.811759%) | (0.188 ...

Core Viewpoint - Citigroup updated its model for China Wangwang, introducing forecasts for the fiscal year 2028, while maintaining the net profit forecast for fiscal year 2026 unchanged and lowering the net profit forecast for fiscal year 2027 by 3% [1] Summary by Category - **Profit Forecasts** - The net profit forecast for fiscal year 2026 remains unchanged [1] - The net profit forecast for fiscal year 2027 has been reduced by 3% [1] - **Target Price Adjustment** - Based on the earnings forecast for the calendar year 2025, Citigroup raised the target price for China Wangwang from HKD 6.62 to HKD 7.11 [1] - **Investment Rating** - Citigroup maintains a "Buy" rating for China Wangwang [1]

Core Viewpoint - Citigroup has updated its model for China Wangwang, introducing forecasts for the fiscal year 2028, while maintaining the fiscal year 2026 net profit forecast largely unchanged [1] Group 1: Profit Forecasts - The net profit forecast for fiscal year 2027 has been moderately lowered by 3% [1] - The target price for China Wangwang has been revised based on the earnings forecast for the calendar year 2025 [1] Group 2: Valuation and Target Price - The target price has been increased from HKD 6.62 to HKD 7.11, based on a price-to-earnings ratio of 17 times for 2025 [1] - The investment rating remains "Buy" [1]

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 第 1 頁 共 10 頁 v 1.1.1 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: 中國旺旺控股有限公司 呈交日期: 2025年8月4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) | 00151 | 說明 | | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 30,000,000,000 | USD | | 0.02 | USD | | 600,000,000 | | 增加 / 減少 (-) | | | | | | | USD | | | | 本月底結存 | | | 30,000,000,000 | USD | | 0.02 | USD | | ...

[Corporate Information](index=4&type=section&id=Corporate%20Information) The company's legal name is Want Want China Holdings Limited, listed on the Hong Kong Stock Exchange with stock code 0151, governed by a board comprising executive, non-executive, and independent non-executive directors - The company's legal name is Want Want China Holdings Limited, listed on the Hong Kong Stock Exchange with stock code **0151**[6](index=6&type=chunk)[8](index=8&type=chunk) - The Board of Directors comprises **7 executive directors, 2 non-executive directors, and 5 independent non-executive directors**, with Mr. Tsai Eng-Meng serving as Chairman and CEO[6](index=6&type=chunk)[7](index=7&type=chunk) - The company has established an Audit and Risk Management Committee, Remuneration Committee, Nomination Committee, Strategy Committee, and Environmental, Social and Governance (ESG) Committee to support corporate governance[7](index=7&type=chunk)[12](index=12&type=chunk)[13](index=13&type=chunk) [Corporate Profile](index=7&type=section&id=Corporate%20Profile) The company, originating from Yilan Foods in 1962, evolved into a diversified food and beverage group, expanding into mainland China in 1992 and listing in Hong Kong in 2008, with recent global expansion including a Vietnam factory [History and Development](index=7&type=section&id=History%20and%20Development) The company, founded in 1962, established the "Want Want" brand in 1983, entered mainland China in 1992, and listed on the Hong Kong Stock Exchange in 2008, further expanding globally with a Vietnam factory in 2022 - The company was founded in **1962**, established the 'Want Want' brand in **1983**, entered the mainland China market in **1992**, and listed on the Hong Kong Stock Exchange in **2008**[19](index=19&type=chunk)[20](index=20&type=chunk)[22](index=22&type=chunk) - To strengthen its overseas market presence, the company commenced construction of its Vietnam production base in **2020**, which officially began operations in **2022**, marking a significant step towards globalization[21](index=21&type=chunk)[22](index=22&type=chunk) [Principal Activities and Key Markets](index=8&type=section&id=Principal%20Activities%20and%20Key%20Markets) The Group's core business involves manufacturing, distributing, and selling rice crackers, dairy products and beverages, snack foods, and other products, primarily in mainland China with a vast sales network, also exporting to North America, East Asia, Southeast Asia, and Europe - Principal activities cover **four major categories**: rice crackers, dairy products and beverages, snack foods, and other products[23](index=23&type=chunk)[25](index=25&type=chunk) - As of March 31, 2025, the Group operates **419 sales offices, 35 production bases, and 89 factories** in mainland China, collaborating with **over 10,000 distributors**[24](index=24&type=chunk)[26](index=26&type=chunk) [Corporate Culture](index=9&type=section&id=Corporate%20Culture) The company fosters employee cohesion and belonging through cultural events and embodies its management philosophy of "affinity, confidence, and great unity" to achieve high-profit, high-achievement, and forward-looking goals [Corporate Activities](index=10&type=section&id=Corporate%20Activities) The company organizes large-scale cultural events like the "Overcoming Challenges, Moving Forward" speech contest and "Want Want Family Day" to unite employees, enhance belonging, and convey its "attentive and dedicated" cultural spirit - In **2024**, the company hosted the large-scale corporate cultural event 'Overcoming Challenges, Moving Forward' speech contest, attracting nearly **600 teams** from across the Group to showcase the spirit and potential of Want Want employees[30](index=30&type=chunk)[32](index=32&type=chunk) - Regular 'Want Want Family Day' events enhance employee cohesion and belonging, conveying the cultural spirit of being 'attentive and dedicated' in every endeavor[34](index=34&type=chunk)[35](index=35&type=chunk)[36](index=36&type=chunk) [Management Philosophy](index=12&type=section&id=Management%20Philosophy) The company's management philosophy, embodied by the "Wang Zai" image, centers on core values of "affinity" (cherishing talent), "confidence" (sincerity), and "great unity" (mutual assistance), aiming to become a "Global Dragon" by pursuing high profit, high achievement, and foresight - The management philosophy emphasizes 'affinity, confidence, and great unity,' with core values of cherishing talent, sincerity, and mutual assistance[39](index=39&type=chunk)[41](index=41&type=chunk)[43](index=43&type=chunk) - The operational goal is to be a 'Global Dragon,' aiming to gather global talents for shared development and pursue high profit, high achievement, and forward-looking business results[43](index=43&type=chunk)[47](index=47&type=chunk) [Financial Highlights and Summary](index=14&type=section&id=Financial%20Highlights%20and%20Summary) The company's FY2024 financial performance shows stable revenue at RMB 23.51 billion, increased profit to RMB 4.33 billion, improved gross margin to 47.6%, and enhanced return on equity to 28.7% [Financial Highlights](index=14&type=section&id=Financial%20Highlights) For FY2024 (ended March 31, 2025), the company's revenue was RMB 23.51 billion, largely stable year-on-year, with profit increasing to RMB 4.33 billion, gross margin improving to 47.6%, earnings per share rising to 36.71 RMB cents, and return on equity reaching 28.7% Key Financial Indicators for FY2022-2024 | Indicator | FY2022 | FY2023 | FY2024 | | :--- | :--- | :--- | :--- | | **Revenue (RMB thousand)** | 22,928,219 | 23,586,327 | 23,510,737 | | **Profit for the Year (RMB thousand)** | 3,362,711 | 3,983,179 | 4,328,415 | | **Gross Margin** | 43.9% | 46.6% | 47.6% | | **Earnings Per Share (RMB cents)** | 28.35 | 33.65 | 36.71 | | **Return on Equity** | 25.4% | 25.7% | 28.7% | [Financial Summary](index=15&type=section&id=Financial%20Summary) The company's five-year financial data shows FY2024 (ended March 31, 2025) revenue at RMB 23.51 billion, a slight decrease year-on-year, but profit reached RMB 4.33 billion, an 8.6% increase, with total assets at RMB 27.21 billion and total equity increasing to RMB 17.75 billion Summary of Consolidated Income Statement (For the year ended March 31) | Indicator (RMB thousand) | 2023 | 2024 | 2025 | | :--- | :--- | :--- | :--- | | **Revenue** | 22,928,219 | 23,586,327 | 23,510,737 | | **Profit Before Income Tax** | 4,779,950 | 5,405,467 | 5,739,662 | | **Profit for the Year** | 3,362,711 | 3,983,179 | 4,328,415 | | **Profit Attributable to Owners of the Company** | 3,371,584 | 3,990,474 | 4,335,565 | | **Basic Earnings Per Share (RMB cents)** | 28.35 | 33.65 | 36.71 | Summary of Consolidated Balance Sheet (As at March 31) | Indicator (RMB thousand) | 2023 | 2024 | 2025 | | :--- | :--- | :--- | :--- | | **Total Assets** | 25,974,077 | 27,457,068 | 27,211,758 | | **Total Equity** | 14,704,070 | 16,405,738 | 17,751,141 | | **Total Liabilities** | 11,270,007 | 11,051,330 | 9,460,617 | [Major Awards and Recognition](index=16&type=section&id=Major%20Awards%20and%20Recognition) The Group has received significant recognition for its sustainable development, product innovation, and international brand presence, including "zero-carbon factory" certification and multiple industry awards - The Group demonstrates excellence in sustainable development, with its Jiaxing Meiwang factory receiving the first 'Zero-Carbon Factory' certificate, and **10 Group factories** achieving national-level Green Factory certification[57](index=57&type=chunk)[59](index=59&type=chunk)[60](index=60&type=chunk) - Product innovation capabilities are highly recognized, earning the title of 'Excellent Innovative Manufacturer of Snack Foods,' with several products like Q Rice Noodles and Aiyou Mochi Thick Soup receiving industry innovation awards[61](index=61&type=chunk)[63](index=63&type=chunk) - The Group has consistently received accolades in international and regional evaluations, including the Monde Selection International Food Quality Gold Award, multiple iSEE Global Awards, and has been recognized as one of 'Taiwan's Top 25 International Brands' for several consecutive years[67](index=67&type=chunk)[70](index=70&type=chunk)[72](index=72&type=chunk) [Chairman's Statement](index=19&type=section&id=Chairman%27s%20Statement) In the second half of FY2024, the Group restructured into product-category business units, focused on market penetration, deepened cooperation with mass snack retailers, and diversified its e-commerce presence, while expanding factory innovation and overseas markets - In the second half of FY2024, the Group established business units by product category, launched the slogan 'Conquer Cities, Prosper the World,' deepened cooperation with mass snack retail systems, and diversified its e-commerce retail market presence[78](index=78&type=chunk)[81](index=81&type=chunk) - The Group made significant progress in factory innovation and overseas market expansion, with **ten factories** earning national-level Green Factory titles and establishing overseas subsidiaries in Vietnam, Indonesia, Australia, and Germany[79](index=79&type=chunk)[81](index=81&type=chunk) - The Chairman urged management to 'lead with action and forge ahead' in **2025**, emphasizing that the marketing system must strive for full sprint, the production system must ensure quality, and the internal support system must provide full support and collaboration[80](index=80&type=chunk)[82](index=82&type=chunk) [Management Discussion and Analysis](index=21&type=section&id=Management%20Discussion%20and%20Analysis) This section provides an in-depth review of the Group's financial and operational performance, highlighting revenue trends, cost management, profitability drivers, liquidity, capital resources, and human resource management for the fiscal year [Overall Performance Summary](index=21&type=section&id=Overall%20Performance%20Summary) In FY2024, the Group's total revenue was RMB 23.51 billion, a slight 0.3% year-on-year decrease, with gross margin increasing by 1.0 percentage point to 47.6% due to lower raw material costs, and profit attributable to owners of the company growing by 8.6% to RMB 4.34 billion, improving the profit margin to 18.4% FY2024 Performance Overview | Indicator | Amount (RMB) | Year-on-Year Change | | :--- | :--- | :--- | | **Total Revenue** | 23.5107 billion | -0.3% | | **Gross Margin** | 47.6% | +1.0 percentage point | | **Profit Attributable to Owners of the Company** | 4.3356 billion | +8.6% | | **Profit Margin Attributable to Owners of the Company** | 18.4% | +1.5 percentage points | - Emerging channels (such as OEM) and overseas markets continued to be growth drivers, with both achieving **double-digit year-on-year revenue growth** in FY2024[85](index=85&type=chunk)[88](index=88&type=chunk) - New products launched within the past **5 years** continued to gain traction, accounting for a **double-digit percentage** of the Group's total revenue in FY2024, indicating sustained improvement in the Group's innovation capabilities[85](index=85&type=chunk)[88](index=88&type=chunk) [Operational Review](index=23&type=section&id=Operational%20Review) In FY2024, the Group advanced its diversified development strategy by deepening cooperation with snack retail systems, expanding e-commerce and OEM channels, growing overseas markets, and launching differentiated brands and innovative products for various consumer segments [Channel Development](index=23&type=section&id=Channel%20Development) The Group deepened cooperation with leading snack retail clients, with this channel now accounting for approximately 10% of revenue, while emerging channels (e-commerce, OEM) and overseas markets achieved double-digit growth, becoming key engines, and overseas supply chain布局 is showing initial success with the Vietnam factory handling international demand - Traditional wholesale and modern channels accounted for approximately **80%** of the Group's total revenue, with the mass snack retail channel contributing about **10%**[93](index=93&type=chunk)[94](index=94&type=chunk) - Emerging channels (including content e-commerce and OEM) saw **double-digit year-on-year revenue growth**, accounting for nearly a **double-digit percentage** of the Group's total revenue[96](index=96&type=chunk)[98](index=98&type=chunk) - Overseas market revenue achieved **double-digit growth**, representing a **high single-digit percentage** of the Group's total revenue, with rapid growth in Japan, North America, and certain Southeast Asian markets[97](index=97&type=chunk)[99](index=99&type=chunk) [Brand Positioning and New Products](index=27&type=section&id=Brand%20Positioning%20and%20New%20Products) The Group launched personalized brands for different age groups, such as "Bebemama" for infants and "Aizhizun" for seniors, while leveraging innovative R&D to introduce new products like "QQ Juice Gummy" and "Want Power Yijun Roll," with plans for more low-sugar/sugar-free beverages and edible toys - The company implemented a diversified brand positioning strategy, launching exclusive brands for various consumer segments, including **infants, seniors, young professionals, and fitness enthusiasts**[103](index=103&type=chunk)[108](index=108&type=chunk) - Leveraging innovative R&D capabilities, the company developed personalized products such as 'QQ Juice Gummy' using peel-off black technology and 'Want Power Yijun Roll' with added active probiotics[104](index=104&type=chunk)[108](index=108&type=chunk) [Financial Performance Review](index=27&type=section&id=Financial%20Performance%20Review) In FY2024, the Group's total revenue slightly decreased by 0.3%, with balanced development across its three major categories; gross margin improved to 47.6% due to lower raw material costs, and effective control of operating expenses, reduced finance costs, and a lower income tax rate collectively drove a 4.1% year-on-year increase in operating profit to RMB 5.84 billion [Revenue Analysis](index=27&type=section&id=Revenue%20Analysis) Total revenue for FY2024 was RMB 23.51 billion, a slight 0.3% year-on-year decrease, with dairy products and beverages growing 1.3% to RMB 12.11 billion, while rice crackers declined 1.2% to RMB 5.90 billion due to weak gift package sales, and snack foods decreased 2.6% to RMB 5.36 billion due to poor first-half performance in ice products Revenue by Business Segment (FY2024) | Business Segment | Revenue (RMB) | Year-on-Year Change | | :--- | :--- | :--- | | **Rice Crackers** | 5.9038 billion | -1.2% | | **Dairy Products and Beverages** | 12.1086 billion | +1.3% | | **Snack Foods** | 5.3591 billion | -2.6% | | **Total** | **23.5107 billion** | **-0.3%** | - Within dairy products and beverages, 'Wang Zai Milk' achieved **low single-digit growth**, while beverages and other sub-categories saw **double-digit growth**[113](index=113&type=chunk)[118](index=118&type=chunk) - In snack foods, despite a first-half decline in ice products, the sub-category achieved **high growth** in the second half through adjustments, with billion-RMB single products like Lonely God, Black & White, and Puffs reaching **record-high revenues**[116](index=116&type=chunk)[119](index=119&type=chunk)[121](index=121&type=chunk) [Cost of Sales and Gross Profit](index=31&type=section&id=Cost%20of%20Sales%20and%20Gross%20Profit) In FY2024, cost of sales decreased by 2.2% to RMB 12.32 billion, primarily due to lower unit costs of imported whole milk powder, raw paper, and white sugar, leading to a 1.0 percentage point increase in gross margin to 47.6% and a 1.8% rise in gross profit to RMB 11.19 billion - Cost of sales decreased by **2.2%**, primarily due to a year-on-year decrease in unit consumption costs of certain bulk raw materials and packaging materials, such as imported whole milk powder, raw paper, tinplate, white sugar, and gelatin[122](index=122&type=chunk)[126](index=126&type=chunk) - Gross margin increased by **1.0 percentage point** year-on-year to **47.6%**, with a contribution of approximately **1.4 percentage points** from lower raw material costs, partially offset by a **-0.4 percentage point** impact from product mix changes and lower average selling prices due to channel diversification[124](index=124&type=chunk)[127](index=127&type=chunk) Gross Margin by Business Segment (FY2024) | Business Segment | Gross Margin | Year-on-Year Change | | :--- | :--- | :--- | | **Rice Crackers** | 44.1% | -1.9 percentage points | | **Dairy Products and Beverages** | 49.7% | +1.2 percentage points | | **Snack Foods** | 44.5% | +0.5 percentage points | [Operating Expenses and Profit](index=35&type=section&id=Operating%20Expenses%20and%20Profit) In FY2024, the Group effectively controlled operating expenses, with distribution costs slightly increasing by 0.2% to RMB 3.03 billion (12.9% of revenue) and administrative expenses decreasing by 1.2% to RMB 3.01 billion (12.8% of revenue), leading to a 4.1% year-on-year increase in operating profit to RMB 5.84 billion, driven by improved gross margin - Distribution costs slightly increased by **0.2%** year-on-year to **RMB 3.027 billion**, representing **12.9%** of revenue[137](index=137&type=chunk)[142](index=142&type=chunk) - Administrative expenses decreased by **1.2%** year-on-year to **RMB 3.008 billion**, representing **12.8%** of revenue[138](index=138&type=chunk)[143](index=143&type=chunk) - Operating profit increased by **4.1%** year-on-year to **RMB 5.837 billion**, with the operating profit margin rising by **1.0 percentage point** to **24.8%**[139](index=139&type=chunk)[144](index=144&type=chunk) [Finance Costs and Income Tax](index=35&type=section&id=Finance%20Costs%20and%20Income%20Tax) In FY2024, the Group's finance costs significantly decreased to RMB 176 million, primarily due to replacing high-interest USD borrowings with lower-interest RMB borrowings, and income tax expense was RMB 1.411 billion, with the effective tax rate decreasing by 1.7 percentage points to 24.6% - Finance costs decreased by **RMB 105.6 million** year-on-year to **RMB 176.2 million**, primarily due to debt structure optimization[140](index=140&type=chunk)[145](index=145&type=chunk) - The income tax rate decreased by **1.7 percentage points** year-on-year to **24.6%**, mainly due to reduced finance costs and improved profitability of overseas operations[141](index=141&type=chunk)[146](index=146&type=chunk) [Liquidity and Capital Resources](index=36&type=section&id=Liquidity%20and%20Capital%20Resources) As of March 31, 2025, the Group maintained a robust financial position with net cash increasing to RMB 11.28 billion, total borrowings reduced to RMB 4.15 billion (predominantly RMB-denominated), a net debt-to-equity ratio of -0.64x, and capital expenditure of RMB 630 million in FY2024 (up 56.4%) primarily for plant and equipment upgrades, while inventory turnover days improved from 81 to 74 days [Cash, Borrowings, and Capital Resources](index=36&type=section&id=Cash%2C%20Borrowings%2C%20and%20Capital%20Resources) As of March 31, 2025, the Group's net cash was RMB 11.28 billion, a year-on-year increase of RMB 630 million, with total borrowings reduced to RMB 4.15 billion, over 96% of which were RMB-denominated, and a net debt-to-equity ratio of -0.64x, indicating a healthy capital structure Cash and Borrowings Status (As of March 31, 2025) | Indicator | Amount (RMB) | Remarks | | :--- | :--- | :--- | | **Cash and Bank Balances** | 15.4375 billion | Including 7.091 billion long-term deposits | | **Total Borrowings** | 4.1547 billion | Year-on-year decrease of 1.1964 billion | | **Net Cash** | 11.2828 billion | Year-on-year increase of 627.6 million | | **Net Debt-to-Equity Ratio** | -0.64x | Last year was -0.65x | - In FY2024, net cash inflow from operating activities was **RMB 4.16 billion**, net cash outflow from financing activities was **RMB 4.16 billion** (primarily for dividend payments and loan repayments), and net cash outflow from investing activities was **RMB 48 million**[155](index=155&type=chunk)[158](index=158&type=chunk) [Capital Expenditure and Inventory Analysis](index=37&type=section&id=Capital%20Expenditure%20and%20Inventory) Capital expenditure in FY2024 increased by 56.4% to RMB 635 million, primarily for upgrading aging domestic plants and production facilities, while inventory management efficiency improved, reducing inventory turnover days from 81 to 74 days - Capital expenditure in FY2024 increased by **56.4%** year-on-year to **RMB 634.6 million**, primarily for upgrading production plants and equipment across the three major product categories[156](index=156&type=chunk)[159](index=159&type=chunk) - Inventory turnover days decreased from **81 days** in the prior year to **74 days**, benefiting from improved supply chain and working capital efficiency[161](index=161&type=chunk) [Human Resources and Dividend](index=39&type=section&id=Human%20Resources%20and%20Dividend) In FY2024, the Group's average headcount was approximately 39,574 employees, with total remuneration of RMB 4.56 billion, a 0.8% year-on-year increase, and the Board recommended a final dividend of 2.04 US cents per share for FY2024, a reduction from the previous year, aimed at retaining funds for debt reduction, increased capital expenditure, and seizing investment opportunities - The average number of employees in FY2024 was approximately **39,574**, with total remuneration increasing by **0.8%** year-on-year to **RMB 4.558 billion**[168](index=168&type=chunk)[173](index=173&type=chunk) - The Board recommended a final dividend of **2.04 US cents per share** for FY2024, totaling approximately **USD 241 million**, a reduction from the previous year, primarily to address financial market uncertainties and retain funds for debt reduction and future investments[172](index=172&type=chunk)[175](index=175&type=chunk) [Corporate Governance Report](index=40&type=section&id=Corporate%20Governance%20Report) This report details the Group's corporate governance framework, including the Board's structure and responsibilities, the roles of the Chairman and CEO, the functions of various Board committees, and the risk management and internal control systems in place [The Board of Directors](index=41&type=section&id=The%20Board%20of%20Directors) The Board of Directors, comprising 14 members (7 executive, 2 non-executive, 5 independent non-executive), is responsible for leading and overseeing the Group, regularly reviewing strategy, financial performance, and significant matters, with appropriate liability insurance for directors and mechanisms for obtaining independent advice - The Board is responsible for setting the Group's purpose, values, and strategic direction, monitoring operational and financial performance, and ensuring effective risk management and internal control systems[184](index=184&type=chunk)[186](index=186&type=chunk) - As of March 31, 2025, the Board comprises **14 directors**, including **7 executive, 2 non-executive, and 5 independent non-executive directors**, in compliance with Listing Rules requirements[188](index=188&type=chunk)[190](index=190&type=chunk) - The company provides continuous professional development training for all directors, covering topics such as directors' duties, regulatory updates, anti-corruption, and artificial intelligence applications[240](index=240&type=chunk)[242](index=242&type=chunk)[243](index=243&type=chunk) [Chairman and Chief Executive Officer](index=52&type=section&id=Chairman%20and%20Chief%20Executive%20Officer) The company deviates from the Corporate Governance Code's requirement for separation of Chairman and CEO roles, with founder Mr. Tsai Eng-Meng holding both positions, which the Board believes provides strong and consistent leadership crucial for business strategy implementation at the Group's current development stage - The company deviates from Corporate Governance Code Provision C.2.1, where the roles of Chairman and Chief Executive Officer are held by the same individual, Mr. Tsai Eng-Meng[250](index=250&type=chunk)[254](index=254&type=chunk) [Board Committees](index=52&type=section&id=Board%20Committees) The Board has four committees—Remuneration, Audit and Risk Management, Nomination, and Strategy—to oversee specific company matters, each with written terms of reference and regular reporting to the Board - The Remuneration Committee reviews and recommends remuneration packages for directors and senior management, with executive compensation comprising a fixed component and variable bonuses linked to Group and individual performance[252](index=252&type=chunk)[258](index=258&type=chunk)[263](index=263&type=chunk) - The Audit and Risk Management Committee oversees financial reporting, risk management, and internal control systems, and reviews internal and external audit work[268](index=268&type=chunk)[271](index=271&type=chunk) - The Nomination Committee reviews the Board's structure, size, and composition, and makes recommendations on director nominations and appointments, with the company having adopted a Board Diversity Policy and a Director Nomination Policy[277](index=277&type=chunk)[279](index=279&type=chunk)[287](index=287&type=chunk) [Risk Management and Internal Control](index=63&type=section&id=Risk%20Management%20and%20Internal%20Control) The Board holds ultimate responsibility for establishing and maintaining effective risk management and internal control systems, with a framework comprising the Board, Audit and Risk Management Committee, internal audit team, and management, designed to provide reasonable assurance of business compliance, asset safeguarding, and reliable financial records, which the Board reviews quarterly and deems effective and adequate - The Group's risk management and internal control systems aim to manage rather than eliminate risks, ensuring key risks are properly identified and managed, and maintaining reliable financial accounting records[307](index=307&type=chunk)[309](index=309&type=chunk) - The Group has an internal audit team responsible for reviewing the adequacy and effectiveness of the risk management framework and reporting regularly to management and the Audit and Risk Management Committee[310](index=310&type=chunk)[312](index=312&type=chunk) - The Board assessed the risk management and internal control systems for the year ended March 31, 2025, deeming them effective and adequate in terms of financial, operational, compliance controls, and resource allocation[324](index=324&type=chunk)[326](index=326&type=chunk) [Report of the Directors](index=81&type=section&id=Report%20of%20the%20Directors) This report provides a comprehensive review of the Group's business operations, its commitment to environmental protection and sustainable development, and its relationships with key stakeholders, alongside details on dividend policy, share capital movements, directors' interests, and connected transactions [Business Review and Stakeholder Relationships](index=81&type=section&id=Business%20Review%20and%20Stakeholder%20Relationships) The report reviews the Group's core business of manufacturing, distributing, and selling food and beverages, emphasizing its commitment to environmental protection and sustainable development, and highlights the importance of relationships with key stakeholders including employees, customers, suppliers, and shareholders for mutual growth and value creation - The Group is committed to environmental protection, with its environmental sustainability policy focusing on **green factories, green energy, sustainable water management, and 100% recyclable packaging materials**[411](index=411&type=chunk)[413](index=413&type=chunk)[416](index=416&type=chunk) - The Group values its relationships with **employees, customers (distributors, retailers), consumers, and suppliers**, striving for win-win outcomes by providing a good working environment, supporting customer development, strictly controlling product quality, and establishing a stable supply chain[420](index=420&type=chunk)[424](index=424&type=chunk)[425](index=425&type=chunk)[433](index=433&type=chunk) [Dividend and Share Capital](index=86&type=section&id=Dividend%20and%20Share%20Capital) The company has adopted a dividend policy balancing shareholder returns with long-term development needs, with the Board recommending a final dividend of 2.04 US cents per share for FY2024, and during the year, the company repurchased and cancelled 8,874,000 shares - The Board recommended a final dividend of **2.04 US cents per share** for the year ended March 31, 2025[454](index=454&type=chunk)[458](index=458&type=chunk) - As of March 31, 2025, the company's distributable reserves amounted to **RMB 13.76 billion**[460](index=460&type=chunk)[465](index=465&type=chunk) - During the year, the company repurchased and cancelled a total of **8,874,000 shares** on the Hong Kong Stock Exchange, totaling approximately **HKD 39.55 million**[547](index=547&type=chunk)[548](index=548&type=chunk) [Directors' Interests and Connected Transactions](index=91&type=section&id=Directors%27%20Interests%20and%20Connected%20Transactions) The report discloses directors' and major shareholders' interests in company shares, with Chairman Mr. Tsai Eng-Meng and his family as the ultimate controlling parties, and details several non-exempt continuing connected transactions and connected transactions during the year, such as purchasing "Water God" products from Want Want Group and an Airbus A318 business jet from a connected party, all in compliance with Listing Rules - Chairman Mr. Tsai Eng-Meng, through his personal holdings, family, and controlled entities, collectively holds approximately **53.9979%** of the company's share interests[491](index=491&type=chunk) - Continuing Connected Transactions: The Group entered into a framework agreement with Want Want Group for the procurement of 'Water God' brand products, with procurement amounting to **RMB 28.514 million** for the year ended March 31, 2025, not exceeding the annual cap[507](index=507&type=chunk)[526](index=526&type=chunk) - Connected Transaction: On August 31, 2024, a subsidiary of the company purchased an Airbus A318 business jet from connected party Planet Media Limited for **USD 19.4 million**[533](index=533&type=chunk)[536](index=536&type=chunk)[539](index=539&type=chunk) [Independent Auditor's Report](index=102&type=section&id=Independent%20Auditor%27s%20Report) This report presents the independent auditor's opinion on the Group's consolidated financial statements, highlighting key audit matters such as revenue recognition and volume rebates, and confirming the fair presentation of the financial position and performance [Auditor's Opinion and Key Audit Matters](index=102&type=section&id=Auditor%27s%20Opinion%20and%20Key%20Audit%20Matters) Ernst & Young issued an unmodified opinion on the Group's consolidated financial statements for the year ended March 31, 2025, affirming their true and fair presentation of the Group's financial position and performance, with "revenue recognition and volume rebates" identified as a key audit matter due to the volume of transactions and significant estimates involved - The auditor's opinion is **unmodified**, stating that the consolidated financial statements present a true and fair view of the Group's financial position and performance in accordance with Hong Kong Financial Reporting Standards[562](index=562&type=chunk)[565](index=565&type=chunk) - The key audit matter identified is 'Revenue recognition and volume rebates,' for which the auditor reviewed internal control design, timing of revenue recognition, sample comparison of transactions, and rebate assessment[567](index=567&type=chunk)[570](index=570&type=chunk) [Consolidated Financial Statements](index=107&type=section&id=Consolidated%20Financial%20Statements) This section presents the Group's complete consolidated financial statements, including the balance sheet, income statement, statement of comprehensive income, statement of changes in equity, cash flow statement, and detailed notes, providing a comprehensive overview of its financial position, performance, and cash flows [Consolidated Balance Sheet](index=107&type=section&id=Consolidated%20Balance%20Sheet) As of March 31, 2025, the Group's total assets were RMB 27.21 billion, a slight decrease from the prior year, with total liabilities reduced to RMB 9.46 billion and total equity increasing to RMB 17.75 billion, and cash and bank balances (including long-term deposits) totaling RMB 15.44 billion against total borrowings of RMB 4.15 billion, indicating a robust financial position Consolidated Balance Sheet (As at March 31) | Indicator (RMB thousand) | 2025 | 2024 | | :--- | :--- | :--- | | **Total Non-current Assets** | 14,139,965 | 14,571,187 | | **Total Current Assets** | 13,071,793 | 12,885,881 | | **Total Assets** | **27,211,758** | **27,457,068** | | **Total Equity** | **17,751,141** | **16,405,738** | | **Total Non-current Liabilities** | 925,064 | 2,808,174 | | **Total Current Liabilities** | 8,535,553 | 8,243,156 | | **Total Liabilities** | **9,460,617** | **11,051,330** | [Consolidated Income Statement](index=109&type=section&id=Consolidated%20Income%20Statement) For the year ended March 31, 2025, the Group's revenue was RMB 23.51 billion, a slight 0.3% year-on-year decrease, while cost of sales decreased, leading to a 1.8% increase in gross profit to RMB 11.19 billion, operating profit grew 4.1% to RMB 5.84 billion, and profit for the year was RMB 4.33 billion, an 8.6% year-on-year increase Consolidated Income Statement (For the year ended March 31) | Indicator (RMB thousand) | 2025 | 2024 | | :--- | :--- | :--- | | **Revenue** | 23,510,737 | 23,586,327 | | **Cost of Sales** | (12,321,539) | (12,595,406) | | **Gross Profit** | 11,189,198 | 10,990,921 | | **Operating Profit** | 5,837,435 | 5,609,825 | | **Profit Before Income Tax** | 5,739,662 | 5,405,467 | | **Profit for the Year** | 4,328,415 | 3,983,179 | [Consolidated Statement of Comprehensive Income](index=110&type=section&id=Consolidated%20Statement%20of%20Comprehensive%20Income) For the year ended March 31, 2025, the Group's profit for the year was RMB 4.33 billion, and after accounting for other comprehensive loss (primarily currency exchange differences) of RMB 160 million, the total comprehensive income for the year was RMB 4.17 billion Consolidated Statement of Comprehensive Income (For the year ended March 31) | Indicator (RMB thousand) | 2025 | 2024 | | :--- | :--- | :--- | | **Profit for the Year** | 4,328,415 | 3,983,179 | | **Other Comprehensive Loss** | (162,343) | (200,077) | | **Total Comprehensive Income for the Year** | 4,166,072 | 3,783,102 | [Consolidated Statement of Changes in Equity](index=111&type=section&id=Consolidated%20Statement%20of%20Changes%20in%20Equity) As of March 31, 2025, the Group's total equity increased from RMB 16.41 billion at the beginning of the period to RMB 17.75 billion, primarily driven by RMB 4.33 billion in profit for the year, partially offset by RMB 2.77 billion in declared dividends and RMB 37 million in share repurchases - As of March 31, 2025, total equity attributable to owners of the company was **RMB 17.747 billion**, an increase of **RMB 1.382 billion** from **RMB 16.365 billion** at the beginning of the year[600](index=600&type=chunk) - Changes in equity were primarily influenced by: an increase of **RMB 4.336 billion** from profit for the year, a decrease of **RMB 2.767 billion** from declared dividends, and a decrease of **RMB 37 million** from share repurchases[600](index=600&type=chunk) [Consolidated Cash Flow Statement](index=113&type=section&id=Consolidated%20Cash%20Flow%20Statement) For the year ended March 31, 2025, the Group generated net cash inflow of RMB 4.16 billion from operating activities, with net cash outflow of RMB 48 million from investing activities and RMB 4.16 billion from financing activities, primarily for dividend payments and loan repayments, resulting in cash and cash equivalents of RMB 4.88 billion at year-end Consolidated Cash Flow Statement (For the year ended March 31) | Indicator (RMB thousand) | 2025 | 2024 | | :--- | :--- | :--- | | **Net Cash Flows from Operating Activities** | 4,161,620 | 5,151,440 | | **Net Cash Flows Used in Investing Activities** | (47,985) | (2,643,843) | | **Net Cash Flows Used in Financing Activities** | (4,160,974) | (2,436,093) | | **Net Decrease in Cash and Cash Equivalents** | (47,339) | 71,504 | | **Cash and Cash Equivalents at Beginning of Year** | 5,050,000 | 5,047,949 | | **Cash and Cash Equivalents at End of Year** | 4,877,126 | 5,050,000 | [Notes to the Consolidated Financial Statements](index=115&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) This section provides detailed explanations of the financial statements' basis of preparation, significant accounting policies, estimates, and judgments, along with comprehensive breakdowns and clarifications for various items such as revenue, segment information, assets, liabilities, equity, and related party transactions - The financial statements are prepared in accordance with Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants and are based on the historical cost convention[609](index=609&type=chunk)[613](index=613&type=chunk) - The notes provide detailed disclosure of financial risk management strategies, covering market risks (foreign exchange, price, interest rate), credit risk, and liquidity risk[821](index=821&type=chunk) - Note **33** details transactions with related parties, including sales and purchases of goods, advertising expenses, property leases, and aircraft acquisition[1061](index=1061&type=chunk)[1065](index=1065&type=chunk)

Core Viewpoint - The company is expected to continue expanding its profitability in FY24, driven by internal organizational reforms and strong momentum in emerging channels and overseas markets [1] Financial Performance - For FY24, the company's revenue decreased by 0.32% year-on-year, primarily due to the underperformance of ice cream and rice snacks [2] - Gross margin increased by 0.99 percentage points year-on-year, mainly due to lower costs of raw materials and packaging [2] - The net profit margin improved by 1.52 percentage points to 18.41%, with net profit increasing by 8.67% year-on-year [2] - The dividend payout ratio for FY24 was 39.8%, significantly lower than the average level from FY21 to FY23 [2] Product Performance - Dairy beverages saw a revenue increase of 1.3% year-on-year, with a gross margin improvement of 1.2 percentage points, showing a clear recovery in the second half of the fiscal year [2] - Rice snacks experienced a revenue decline of 1.2% year-on-year, with a gross margin decrease of 1.9 percentage points, mainly due to the impact of gift packages and changes in product structure [2] - Snack food revenue decreased by 2.6% year-on-year, but gross margin increased by 0.5 percentage points, with ice cream showing a decline in the first half but achieving rapid growth in the second half [2] Organizational Changes and Market Strategy - In the second half of FY24, the company initiated internal organizational reforms, establishing product-specific divisions to enhance channel collaboration and manage domestic and international operations [3] - The company deepened cooperation with leading snack retailers, with revenue from snack retailers accounting for about 10% [3] - Emerging channels experienced double-digit growth year-on-year, with revenue contribution approaching 10% [3] - Overseas revenue grew by double digits year-on-year, with significant growth in markets such as Japan, North America, and parts of Southeast Asia [3]

Investment Rating - The report maintains a "Buy" rating for China Wangwang (0151) [2][6] Core Views - The company's FY24 profitability continues to expand, with internal organizational reforms initiated in the second half of the fiscal year to enhance channel development, particularly in emerging and overseas markets [2][6] - The revenue for FY24 is projected to decrease by 1.7% year-on-year, primarily due to declines in ice cream and rice snacks, while gross profit margin is expected to increase by 0.99 percentage points due to lower costs of raw materials and packaging [6][5] - The net profit for FY24 is forecasted to grow by 8.6% year-on-year, with a net profit margin increase of 1.52 percentage points to 18.41% [6][5] Financial Summary - Revenue (in million RMB): FY2022: 23,327.17, FY2023: 23,924.37, FY2024: 23,510.74 [5] - Gross Profit (in million RMB): FY2022: 10,071.03, FY2023: 10,990.92, FY2024: 11,189.20 [5] - Net Profit (in million RMB): FY2022: 3,371.58, FY2023: 3,990.47, FY2024: 4,335.57 [5] - The company’s PE ratio is projected to be 13.35 for FY2024 and decrease to 12.08 by FY2027 [5][6] - The target price is set at HKD 7.02 per share, equivalent to RMB 7.71 per share based on the exchange rate of 0.91 [6] Product Performance - Dairy beverage revenue is expected to grow by 1.3% year-on-year, with a gross margin increase of 1.2 percentage points [6] - Rice snacks revenue is projected to decline by 1.2% year-on-year, with a gross margin decrease of 1.9 percentage points [6] - Ice cream revenue showed a decline in the first half of FY24 but is expected to achieve rapid growth in the second half [6] Organizational Changes - The company has initiated internal organizational reforms in FY24, establishing product-based divisions to enhance channel collaboration and manage domestic and international operations [6] - Emerging channels are expected to grow at a double-digit rate, contributing significantly to revenue [6]

Core Viewpoint - The company reported FY2024 results that met market expectations, with a slight decline in revenue but an increase in net profit, indicating resilience in a weak demand environment [1][2]. Financial Performance - FY2024 revenue was 23.51 billion, down 0.3% year-on-year, while net profit was 4.34 billion, up 8.6% year-on-year [1]. - In 2HFY24, revenue reached 12.63 billion, an increase of 2.6% year-on-year, and net profit was 2.47 billion, up 9.5% year-on-year [1]. - The gross margin improved by 1 percentage point year-on-year, benefiting from lower raw material prices [2]. - The net profit margin increased by 1.5 percentage points to 18.4% due to reduced financial expenses and effective tax rate [2]. Revenue Breakdown - Revenue performance by category for FY2024 showed declines in rice snacks (-1.2%) and leisure products (-2.6%), while dairy products saw a slight increase (+1.3%) [1]. - The company achieved low single-digit growth in revenue for rice snacks, driven by the launch of sub-brands [1]. - Emerging channels and overseas markets contributed to double-digit revenue growth, with sales from the snack wholesale channel increasing to approximately 10% of total sales [1]. Future Outlook - For FY2025, revenue is expected to grow steadily, with profit margins likely to remain stable [2]. - The company has implemented organizational changes to enhance marketing strategies and expand channels, which may positively impact future performance [2]. - The company anticipates stable growth across various product categories, supported by inventory management and reduced promotional spending [2]. Valuation and Estimates - The company is trading at 12.8/12.0 times FY2025/2026 P/E ratios [3]. - FY2025 profit forecast has been raised by 5.2% to 4.5 billion, with FY2026 forecast introduced at 4.7 billion [3]. - The target price has been increased by 10% to 5.8 HKD, reflecting an upward valuation trend [3].

Core Insights - China Wangwang Holdings Limited reported a slight revenue decline of 0.3% year-on-year for the fiscal year 2024, with total revenue reaching 23.51 billion yuan, while net profit attributable to shareholders increased by 8.6% to 4.34 billion yuan [1] - The company’s overall gross margin stood at 47.6%, with the dairy and beverage segment being the core business, achieving a revenue growth of 1.3% to 12.11 billion yuan [1][3] Revenue Breakdown - The dairy and beverage segment saw a low single-digit growth, with Wangzai milk experiencing low unit growth and beverages achieving double-digit growth [1] - The rice snack segment reported a revenue of 5.90 billion yuan, down 1.2% year-on-year, affected by weak demand for gift packages during the Spring Festival [1] - The snack food segment experienced a revenue decline of 2.6% to 5.36 billion yuan, primarily due to a slowdown in ice cream sales [2] Market Expansion and Strategy - China Wangwang is focusing on emerging channels such as content e-commerce and social e-commerce, with double-digit revenue growth in overseas markets, particularly in Japan, North America, and parts of Southeast Asia [2] - The company is enhancing its organizational agility to respond quickly to market changes and is actively developing new products to increase consumer engagement [2] - The company plans to invest 705 million New Taiwan dollars in purchasing property in Kaohsiung, Taiwan, to support its production capabilities [3][4] Future Outlook - Analysts expect stable revenue growth for the fiscal year 2025, with profit margins remaining stable due to the company’s organizational changes and expansion into new channels [3] - The overseas market is anticipated to be a key growth driver, supported by localized marketing strategies and the establishment of overseas production bases [3]