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Cheerwin Group Limited — Earnings Release 2025
Mar 25, 2026
51003_rns_2026-03-25_b9e4bd0e-9a3d-42f6-ba18-b55318463598.pdf
Earnings Release
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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
CHEERWIN
Cheerwin Group Limited
朝雲集團有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 6601)
ANNOUNCEMENT OF ANNUAL RESULTS FOR THE YEAR ENDED 31 DECEMBER 2025
FINANCIAL HIGHLIGHTS
| Year ended 31 December | |||
|---|---|---|---|
| 2025 RMB'000 | 2024 RMB'000 | Change (%) | |
| Revenue | 1,988,232 | 1,820,108 | 9.2 |
| Gross profit | 1,045,928 | 894,341 | 16.9 |
| Profit before tax | 266,738 | 242,519 | 10.0 |
| Profit for the year | 215,308 | 195,249 | 10.3 |
| Earnings per share | |||
| - Basic (RMB cents) | 16.78 | 15.25 | 10.0 |
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OPERATING HIGHLIGHTS
In 2025, the Group focused on market opportunities by prioritizing customer value, leading to an overall enhancement in business performance:
- Steady growth in overall revenue: The revenue was RMB1,988 million for the year ended 31 December 2025, representing an increase of 9.2% as compared to RMB1,820 million for the year ended 31 December 2024.
- Rapid growth in online channels: The Group developed high-quality, sustainable channel marketing strategies aligned with consumption development trends based on profitability. Online channels benefited from the rapid growth of new e-commerce channels like Douyin (抖音) as well as directly managed channels, with the revenue from online channels rising by 30.2% during the Reporting Period as compared to the year ended 31 December 2024.
- High-speed growth in pet business: Benefiting from the creation of hot-selling products online and the expansion of high-quality stores offline, with a growth of revenue of 74.3% as compared to the year ended 31 December 2024.
- Continuous rise in profit for the year: The Group adhered to the business principle of high quality, sustainability and stable profit, and implemented effective cost management measures to ensure a continued, steady increase in revenue, cash and profits. The net profit was RMB215.3 million for the year ended 31 December 2025, representing an increase of 10.3% as compared to RMB195.2 million for the year ended 31 December 2024.
- Continuous improvement in gross profit: Our overall gross profit margin increased by 3.5 percentage points, driven by the improvement of the Group's brand influence and our continuous optimisation of category and channel structures, along with ongoing enhancements in supply chain operational efficiency.
- Adequate cash reserves: as at 31 December 2025, the total amount of cash, cash equivalents and various bank deposits of the Group amounted to RMB2,836.5 million.
FINAL DIVIDEND
- The Board resolved to declare the payment of a final dividend of RMB0.0821 per Share (equivalent to HK$0.0933 per Share) for the year ended 31 December 2025. The interim dividend of RMB0.0521 per Share (equivalent to HK$0.0571 per Share) was paid. Total dividend for the year amounted to RMB0.1342 per Share, representing a dividend payout ratio of approximately 80.0%.
The board (the "Board") of directors (the "Directors") of Cheerwin Group Limited (the "Company") is pleased to announce the audited consolidated results (the "Annual Results") of the Company and its subsidiaries (collectively, the "Group") for the year ended 31 December 2025 (the "Reporting Period"). The Annual Results have been reviewed by the audit committee of the Company (the "Audit Committee").
BUSINESS OVERVIEW AND OUTLOOK
Business Overview
In 2025, the Group focused on market opportunities by prioritising customer value, leading to an overall enhancement in business performance. We adhered to the business principle of high quality, sustainability and stable profit, and implemented effective cost management measures to ensure a continued, steady increase in revenue, cash and profits.
The breakdown of revenue by product categories are as follows:
- For the household care products category, which includes household repellent and insecticide products, household cleaning and air care products, revenue for the year ended 31 December 2025 was RMB1,714.9 million, representing an increase of 5.0% as compared to the year ended 31 December 2024;
- For the pet business category (including pet stores and pet products), revenue for the year ended 31 December 2025 was RMB221.6 million, representing an increase of 74.3% as compared to the year ended 31 December 2024; and
- For the personal care products category, revenue for the year ended 31 December 2025 was RMB45.9 million, representing a decrease of 13.9% as compared to the year ended 31 December 2024.
The breakdown of revenue by sales channels are as follows:
- For online channels, revenue for the year ended 31 December 2025 was RMB873.7 million, representing an increase of 30.2% as compared to the year ended 31 December 2024; and
-
For offline channels, which comprises offline distributors, corporate and institutional customers, overseas distributors, retail channel (Liby Channel), OEM business and physical pet stores, etc., revenue for the year ended 31 December 2025 was RMB1,114.6 million, representing a slight decrease of 3.0% as compared to the year ended 31 December 2024.
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In 2025, the Group implemented several measures to achieve high-quality, sustainable, and stable profit development across its overall performance:
-
Online sales channels: The Group continuously enhances its brand and market presence across Taobao (淘寶) related platforms, JD.com (京東), Pinduoduo (拼多多) and Douyin (抖音) channels, while optimizing its online channel mix. We continued to increase the sales proportion of trending products such as outdoor mosquito repellents, portable mosquito repellents, liquid air purifier, household cleaning and pet food, focusing on building the brand operation capabilities of our own team on major platforms. Meanwhile, we optimised production to enhance the efficiency and profitability of our online operations.
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Offline sales channels: We adopted a multi-category distribution approach for distribution channels with a focus on the distribution volume of products and the quality of distribution outlets to expand the market reach. In terms of sales, we adopt special display techniques to promote our products, including, among others, product image showcase, products stacking with chamfers arrangement (堆頭切角) and shelf banners with an aim to improve the efficiency of our resource utilisation. We continuously follow market developments to focus on and expand emerging channels, such as businesses in modified stores and dark stores, to capture the incremental market in instant retail. The number of our physical pet stores increased to 73 as we enhanced their brand visual image and professional service offerings, store business model standardisation, and information system development.
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Product innovation: Through technological innovation, the Group created popular products that address consumers' pain points, deliver excellent user experience and drive high repurchase rates. This has optimised its overall revenue structure and improved its profitability. It consistently strengthened its top-tier brand influence in insecticides, repellents, and household cleaning products to introduce exceptional, differentiated key products with potent efficacy and wholesome ingredients, further optimising its product lineups.
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Supply chain reform: We staffed our organisation with specialised and young talents. We implemented technological renovation in our own factories by increasing automatic production lines to enhance production efficiency, while carrying out lean management for third-party factories. Through large-scale centralised procurement and market-based tendering and procurement, we continuously improved the Group's supply chain operational efficiency and strengthen our cost competitive advantages.
The Group has continued to promote its brands and products with marketing strategies of digitalization, socialisation and personalisation. We have strived to offer our consumers the one-stop high quality products for household care, personal care, and pet categories, and have been recognised and well received by our consumers. In particular, NielsenIQ retail market data showed that the Group's household insecticides and repellents products ranked first in China in terms of comprehensive market share of similar products for eleven consecutive years from 2015 to 2025. During the Reporting Period, the Group secured the top position in offline market share across several categories, including electrothermal mosquito repellents, insecticidal aerosols, air refreshing aerosols, and toilet cleaners.
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Business Outlook
Given the current environment, the Company adheres to operational guidelines of high quality, sustainability and stable profit, and maintains strong cash flow, continuously improves profitability, and sticks to a high dividend policy. In 2026, the Company will focus on the following growth strategies:
- Expansion of household care business: We will further develop our high-end natural home care product line to increase product gross profit margin; promote the continuous upgrading of our insecticide and mosquito repellent products; develop product lines for outdoor mosquito repellents; fully position our home cleaning products in high-value sectors such as plant-based, fragrance, and eco-friendly; and open up incremental markets through continuous online penetration and further expansion into offline channels;
- Expansion of pet business: We will continue to promote the development of our pet business and establish our pet business moat by further expanding our pet store coverage area and the number of stores, improving single-store profitability and creating hit pet food;
- Breakthrough in online channels: We will continuously enhance our brand and market presence across Taobao related platforms, JD.com, Pinduoduo and Douyin channels, while optimizing our online channel mix, and further consolidate our leading position and business moat in terms of the core competitiveness of our various product categories to achieve growth in revenue scale and a steady improvement in profitability;
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Further in-depth development of offline channels: We will continue to strengthen the foundation of full-category distribution and, through strategic acquisitions, further enhance the breadth and depth of our coverage of the domestic terminal market;
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Technology R&D improvement: integrate internal and external R&D resources to continuously enhance the know-how of our team, maintain our leading R&D capabilities in the industry, propel technological innovation, and introduce more high-quality and differentiated products;
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Empowerment through team's building: implement diversified portfolio incentive mechanisms, to enhance the Group's organisational cohesion and coordination and ensure efficient implementation of the Group's development strategies;
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Proactiveness in mergers and acquisitions opportunities: focus on domestic and foreign pet, personal care, cosmetics, and fast-moving consumer goods (FMCG) industries, speed up the pace of merger and acquisition, and target quality projects with stable cash flow, clear profit model and room for business development; and
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Implementation of dividend policy: continue a high-proportion and stable dividend policy to maximise the Company's shareholders' returns.
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CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
For the year ended 31 December 2025
| Year ended 31 December | |||
|---|---|---|---|
| NOTES | 2025 | 2024 | |
| RMB'000 | RMB'000 | ||
| Revenue | 3 | 1,988,232 | 1,820,108 |
| Cost of sales | (942,304) | (925,767) | |
| Gross profit | 1,045,928 | 894,341 | |
| Other income | 4 | 100,791 | 115,032 |
| Other gains and losses | 5 | 10,591 | (28,503) |
| Impairment losses recognised in respect of trade receivables, net of reversal | (83) | (18) | |
| Selling and distribution expenses | (697,936) | (538,750) | |
| Administrative expenses | (190,006) | (197,703) | |
| Finance cost | 6 | (2,547) | (1,880) |
| Profit before tax | 266,738 | 242,519 | |
| Income tax expense | 7 | (51,430) | (47,270) |
| Profit for the year | 8 | 215,308 | 195,249 |
| Other comprehensive (expense) income | |||
| Item that may be reclassified subsequently to profit or loss: | |||
| Exchange differences arising on translation of foreign operations | (29,203) | 23,635 | |
| Total comprehensive income for the year | 186,105 | 218,884 | |
| Profit (loss) for the year attributable to: | |||
| - Owners of the Company | 223,685 | 203,379 | |
| - Non-controlling interests | (8,377) | (8,130) | |
| 215,308 | 195,249 | ||
| Total comprehensive income (expense) for the year attributable to: | |||
| - Owners of the Company | 194,482 | 227,043 | |
| - Non-controlling interests | (8,377) | (8,159) | |
| 186,105 | 218,884 | ||
| Earnings per share | |||
| - Basic and diluted (RMB cents) | 10 | 16.78 | 15.25 |
At 31 December 2025
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
| NOTES | As at 31 December | ||
|---|---|---|---|
| 2025 RMB'000 | 2024 RMB'000 | ||
| Non-current Assets | |||
| Property, plant and equipment | 150,928 | 147,013 | |
| Right-of-use assets | 52,849 | 53,837 | |
| Interests in associates | 3,538 | 3,283 | |
| Deposits paid for acquisition of property, plant and equipment | 424 | 407 | |
| Financial assets at fair value through profit or loss (“FVTPL”) | - | 111,923 | |
| Time deposits | 278,864 | 103,162 | |
| Deferred tax assets | 65,837 | 60,400 | |
| 552,440 | 480,025 | ||
| Current Assets | |||
| Inventories | 243,116 | 318,027 | |
| Trade and other receivables | 11 | 107,944 | 97,460 |
| Tax recoverable | 21,670 | 19,230 | |
| Amounts due from related parties | 15,294 | 12,303 | |
| Other financial assets at amortised cost | 240,333 | 270,180 | |
| Financial assets at FVTPL | 143,666 | - | |
| Time deposits | 1,127,121 | 1,713,053 | |
| Bank balances and cash | 1,430,526 | 891,425 | |
| 3,329,670 | 3,321,678 | ||
| Current Liabilities | |||
| Trade and other payables | 12 | 400,887 | 406,182 |
| Contract liabilities | 335,418 | 292,938 | |
| Amounts due to related parties | 53,209 | 58,426 | |
| Borrowings | 10,000 | - | |
| Lease liabilities | 19,058 | 18,991 | |
| Income tax payables | 14,345 | 5,439 | |
| 832,917 | 781,976 | ||
| Net Current Assets | 2,496,753 | 2,539,702 | |
| Total Assets less Current Liabilities | 3,049,193 | 3,019,727 |
| As at 31 December | ||
|---|---|---|
| 2025 | ||
| RMB'000 | 2024 | |
| RMB'000 | ||
| Non-current Liabilities | ||
| Lease liabilities | 30,306 | 30,493 |
| 30,306 | 30,493 | |
| Net Assets | 3,018,887 | 2,989,234 |
| Capital and reserves | ||
| Share capital | 2 | 2 |
| Reserves | 3,023,845 | 2,990,880 |
| Equity attributable to owners of the Company | 3,023,847 | 2,990,882 |
| Non-controlling interests | (4,960) | (1,648) |
| Total Equity | 3,018,887 | 2,989,234 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2025
- GENERAL INFORMATION
1.1 General information
Cheerwin Group Limited (the “Company”) was incorporated as an exempted company in the Cayman Islands with limited liability on 11 April 2018 under the Companies Act, Cap. 22 of the Cayman Islands. Its immediate holding company is Cheerwin Global Limited (“Cheerwin Global BVI”), a company incorporated in the British Virgin Islands (the “BVI”) on 27 March 2018. The ultimate controlling shareholders of the Company are Mr. Chen Kaixuan (“Mr. KX Chen”), Ms. Li Ruohong (“Ms. Li”), the spouse of Mr. KX Chen, Mr. Chen Kaichen (“Mr. KC Chen”) and Ms. Ma Huizhen (“Ms. Ma”), the spouse of Mr. KC Chen (collectively referred as “Controlling Shareholders”). The shares of the Company had been listed on the Main Board of The Stock Exchange of Hong Kong Limited on 10 March 2021.
The address of the registered office and the principal place of business of the Company in Hong Kong and the PRC are disclosed in the corporate information section of the annual report of the Company for the year ended 31 December 2025.
The Company is an investment holding company. The principal activities of the Company and its subsidiaries (collectively referred to as the “Group”) are manufacturing and trading of household insecticides and repellents, household cleaning, air care, personal care, pet products and other products in the PRC. The Group also operates multiple physical pet stores.
The consolidated financial statements are presented in Renminbi (“RMB”), which is also the functional currency of the Company.
- APPLICATION OF NEW AND AMENDMENTS TO IFRS ACCOUNTING STANDARDS
Amendments to IFRS Accounting Standards that are mandatorily effective for the current year
In the current year, the Group has applied the following amendments to an IFRS Accounting Standard as issued by the International Accounting Standards Board (the “IASB”) for the first time, which are mandatorily effective for the Group’s annual period beginning on 1 January 2025 for the preparation of the consolidated financial statements:
Amendments to IAS 21
Lack of Exchangeability
The application of the amendments to an IFRS Accounting Standard in the current year has had no material impact on the Group’s financial positions and performance for the current and prior years and/or on the disclosures set out in these consolidated financial statements.
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New and amendments to IFRS Accounting Standards in issue but not yet effective
The Group has not early applied the following new and amendments to IFRS Accounting Standards that have been issued but are not yet effective:
| Amendments to IFRS 9 and IFRS 7 | Amendments to the Classification and Measurement of Financial Instruments² |
|---|---|
| Amendments to IFRS 9 and IFRS 7 | Contracts Referencing Nature-dependent Electricity² |
| Amendments to IFRS 10 and IAS 28 | Sale or Contribution of Assets between an Investor and its Associate or Joint Venture¹ |
| Amendments to IFRS Accounting Standards | Annual Improvements to IFRS Accounting Standards – Volume 11² |
| IFRS 18 | Presentation and Disclosure in Financial Statements³ |
| Amendments to IAS 21 | Translation to a Hyperinflationary Presentation Currency³ |
- Effective for annual periods beginning on or after a date to be determined.
- Effective for annual periods beginning on or after 1 January 2026.
- Effective for annual periods beginning on or after 1 January 2027.
Except for the new and amendments to IFRS Accounting Standards mentioned below, the directors of the Company anticipate that the application of all the amendments to IFRS Accounting Standards will have no material impact on the consolidated financial statements in the foreseeable future.
IFRS 18 Presentation and Disclosure in Financial Statements
IFRS 18 Presentation and Disclosure in Financial Statements, which sets out requirements on presentation and disclosures in financial statements, will replace IAS 1 Presentation of Financial Statements. This new IFRS Accounting Standard, while carrying forward many of the requirements in IAS 1, introduces new requirements to present specified categories and defined subtotals in the statement of profit or loss; provide disclosures on management-defined performance measures in the notes to the financial statements and improve aggregation and disaggregation of information to be disclosed in the financial statements. In addition, some IAS 1 paragraphs have been moved to IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors (the title of which will be changed to Basis of Preparation of Financial Statements upon effective of IFRS 18) and IFRS 7. Minor amendments to IAS 7 Statement of Cash Flows and IAS 33 Earnings per Share are also made.
IFRS 18, and amendments to other standards, will be effective for annual periods beginning on or after 1 January 2027, with early application permitted. IFRS 18 requires retrospective application with specific transition provisions. The application of the new standard is not expected to have significant impact on the financial performance and positions of the Group in terms of recognition and measurement. However, it is expected to affect the structure and presentation of the consolidated statement of profit or loss.
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3. REVENUE AND SEGMENT INFORMATION
The Group is mainly engaged in the manufacturing and trading of household insecticides and repellents, household cleaning, air care, personal care, pet stores and pet products and other products in the PRC.
(i) Disaggregation of revenue from contracts with customers
| Year ended 31 December | ||
|---|---|---|
| 2025 | 2024 | |
| RMB'000 | RMB'000 | |
| Revenue by types of products | ||
| Household care (Note i) | 1,714,922 | 1,633,823 |
| Personal care | 45,925 | 53,326 |
| Pet Business (Note ii) | 221,643 | 127,152 |
| Others (Note iii) | 5,742 | 5,807 |
| Total | 1,988,232 | 1,820,108 |
| Timing of revenue recognition | ||
| At a point in time | 1,988,232 | 1,820,108 |
Notes:
(i) Household care included household insecticides and repellents, household cleaning and air care products.
(ii) Pet Business included pet stores and pet products.
(iii) Others included numerous household supplies, appliances, other products and testing services, none of them accounted for a material portion individually.
(ii) Transaction price allocated to the remaining performance obligation for contracts with customers
As at 31 December 2025, the Group had aggregate amount of the transaction price allocated to remaining performance obligations (unsatisfied or partially unsatisfied) amounted to approximately RMB335,418,000 (2024: RMB292,938,000). The amounts were equivalent to the contract liabilities as at 31 December 2025 and 2024, which represented payments received from customers by the Group while the underlying goods are yet to be delivered.
Based on the information available to the Group at the end of the reporting period, management of the Group expects the transaction price allocated to the above unsatisfied (or partially unsatisfied) contracts as at 31 December 2025 and 2024 will be recognised as revenue within next twelve months.
(iii) Segment information
Revenue and operating result of the Group are reported to the executive directors of the Company, being the chief operating decision maker ("CODM"), for the purposes of resource allocation and performance assessment. The accounting policies are the same as the Group's accounting policies. No other analysis of the Group's results nor assets and liabilities is regularly provided to the CODM for review and the CODM reviews the overall results and financial position of the Group as a whole. Accordingly, the CODM has identified one operating segment and only entity-wide disclosures on revenue, major customers and geographical information are presented in accordance with IFRS 8 Operating Segments.
(iv) Geographic information
The Group principally operates in the PRC, which is also the place of domicile. The Group’s revenue is substantially all derived from operations in the PRC and the Group’s non-current assets are substantially all located in the PRC.
(v) Information about major customers
There was no revenue derived from transactions with a single external customer which amounted to 10% or more of the Group’s revenue for both years.
- OTHER INCOME
| Year ended 31 December | ||
|---|---|---|
| 2025 | 2024 | |
| RMB’000 | RMB’000 | |
| Government grants (Note) | 16,282 | 14,060 |
| Bank interest income | 63,881 | 81,491 |
| Interest income from other financial assets at amortised cost | 12,645 | 12,964 |
| Investment income from financial assets at FVTPL | 6,125 | 5,559 |
| Others | 1,858 | 958 |
| 100,791 | 115,032 |
Note: The amount represented subsidy income received from certain government authorities in the PRC for the purpose of giving immediate financial support to the Group with no future obligations.
- OTHER GAINS AND LOSSES
| Year ended 31 December | ||
|---|---|---|
| 2025 | 2024 | |
| RMB’000 | RMB’000 | |
| Gains on disposal/write-off of property, plant and equipment and right-of-use assets | 273 | 12 |
| Donations | (810) | (439) |
| Foreign exchange gains (losses), net | 836 | (5,787) |
| Gains (losses) from changes in fair value of financial assets at FVTPL | 11,016 | (24,220) |
| Gain on disposal of a subsidiary | – | 2,719 |
| Others | (724) | (788) |
| 10,591 | (28,503) |
- FINANCE COST
| Year ended 31 December | ||
|---|---|---|
| 2025 | 2024 | |
| RMB’000 | RMB’000 | |
| Interest expense on lease liabilities | 2,336 | 1,880 |
| Interest expense on bank borrowings | 211 | – |
| 2,547 | 1,880 |
- INCOME TAX EXPENSE
| Year ended 31 December | ||
|---|---|---|
| 2025 | 2024 | |
| RMB'000 | RMB'000 | |
| Enterprise Income Tax (“EIT”): | ||
| Current tax | 56,931 | 42,701 |
| Overprovision in prior year | (64) | (591) |
| 56,867 | 42,110 | |
| Deferred tax | (5,437) | 5,160 |
| 51,430 | 47,270 |
The Company was incorporated in the Cayman Islands as an exempted company with limited liability under the Companies Act, Cap. 22 of the Cayman Islands and is exempted from the Cayman Islands income tax.
Under the Law of the PRC on EIT (the “EIT Law”) and Implementation Regulation of the EIT Law, the tax rate of the PRC subsidiaries was 25% for both years, except for those described below.
Under the two-tiered profits tax rates regime of Hong Kong Profits Tax, the first HK$2 million of profits of the qualifying group entity will be taxed at 8.25%, and profits above HK$2 million will be taxed at 16.5%. The profits of group entities not qualifying for the two-tiered profits tax rates regime will continue to be taxed at a flat rate of 16.5%. Accordingly, the Hong Kong Profits Tax of the qualifying group entity is calculated at 8.25% on the first HK$2 million of the estimated assessable profits and at 16.5% on the estimated assessable profits above HK$2 million.
Anfu Cheerwin Biotechnology Company Limited (“Anfu Cheerwin”) has been qualified as a New and Hi-Tech Enterprise and entitled to a preferential tax rate of 15% from 2022 to 2027 granted by the local tax authority.
The income tax expense for the year can be reconciled to the profit before tax per the consolidated statement of profit or loss and other comprehensive income as follows:
| Year ended 31 December | ||
|---|---|---|
| 2025 | 2024 | |
| RMB'000 | RMB'000 | |
| Profit before tax | 266,738 | 242,519 |
| Tax at PRC EIT rate of 25% | 66,685 | 60,630 |
| Tax effect of income not taxable for tax purpose | (7,781) | (6,844) |
| Tax effect of super deduction for research and development expenses (Note) | (5,638) | (6,028) |
| Tax effect of expenses not deductible for tax purpose | 4,794 | 4,178 |
| Tax effect of deductible temporary differences and tax losses not recognised | 4,219 | 12,378 |
| Effect on preferential tax rate of a subsidiary | (10,785) | (16,453) |
| Overprovision in prior year | (64) | (591) |
| Income tax expense for the year | 51,430 | 47,270 |
Note: The eligible expenditures represent research and development costs incurred in the PRC and charged to profit or loss, which is subject to an additional 100% (2024: 100%) tax deduction in the calculation of income tax expense for the year ended 31 December 2025.
- PROFIT FOR THE YEAR
| Year ended 31 December | ||
|---|---|---|
| 2025 | 2024 | |
| RMB’000 | RMB’000 | |
| Profit for the year has been arrived at after charging: | ||
| Directors’ emoluments | 13,369 | 17,710 |
| Other staff costs: | ||
| Salaries and other allowances | 183,871 | 181,037 |
| Contributions to retirement benefits scheme | 15,327 | 13,682 |
| Share-based payment expenses | - | 306 |
| Total staff costs (Note i) | 212,567 | 212,735 |
| Depreciation of property, plant and equipment | 26,537 | 21,751 |
| Depreciation of right-of-use assets | 21,405 | 17,407 |
| Total depreciation and amortisation | 47,942 | 39,158 |
| Less: capitalised in inventories | (4,982) | (5,671) |
| 42,960 | 33,487 | |
| Impairment losses recognised on goodwill and intangible assets included in | ||
| - administrative expenses | - | 15,984 |
| Auditors’ remuneration | ||
| - audit services | 4,059 | 4,154 |
| - non-audit services | 1,215 | 1,932 |
| Research and development costs recognised as an expense (included in administrative expenses) | 28,424 | 29,840 |
| Cost of inventories recognised as an expense (Note ii) | 941,409 | 926,953 |
Notes:
(i) Total staff costs have been charged to the consolidated statement of profit or loss and other comprehensive income as follows:
| Year ended 31 December | ||
|---|---|---|
| 2025 | 2024 | |
| RMB’000 | RMB’000 | |
| Staff costs included in cost of inventories | 22,002 | 24,550 |
| Selling and distribution expenses | 103,812 | 93,783 |
| Administrative expenses | 86,753 | 94,402 |
| 212,567 | 212,735 |
(ii) Amounts included reversals of write-down of inventories of approximately RMB895,000 (2024: write-down of inventories of approximately RMB1,186,000).
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9. DIVIDENDS
During the current year, a final dividend of RMB0.0682 per ordinary share (equivalent to HK$0.0739 per ordinary share) in respect of the year ended 31 December 2024 (2024: RMB0.0640 per ordinary share (equivalent to HK$0.0705 per ordinary share) in respect of the year ended 31 December 2023) was declared and paid to owners of the Company. The aggregate amount of the final dividend declared and paid in the current year amounted to approximately RMB90,933,000 (2024: RMB85,333,000).
During the current year, an interim dividend of RMB0.0521 per ordinary share (equivalent to HK$0.0571 per ordinary share) in respect of the six months ended 30 June 2025 (2024: RMB0.0538 per ordinary share (equivalent to HK$0.0588 per ordinary share) in respect of the six months ended 30 June 2024) was declared and paid to owners of the Company. The aggregate amount of the interim dividend declared and paid in the current year amounted to approximately RMB69,467,000 (six months ended 30 June 2024: RMB71,733,000).
Subsequent to the end of the reporting period, a final dividend in respect of the year ended 31 December 2025 of RMB0.0821 per ordinary share (equivalent to HK$0.0933 per ordinary share), in an aggregate amount of RMB109,466,000 has been proposed by the directors of the Company and is subject to approval by the shareholders at the forthcoming annual general meeting.
10. EARNINGS PER SHARE
The calculation of the basic earnings per share attributable to owners of the Company is based on the following data:
| Year ended 31 December | ||
|---|---|---|
| 2025 | ||
| RMB'000 | 2024 | |
| RMB'000 | ||
| Earnings for the purpose of calculating basic earnings per share | ||
| (profit for the year attributable to the owners of the Company) | 223,685 | 203,379 |
| No. of Shares | ||
| '000 | No. of Shares | |
| '000 | ||
| Weighted average number of ordinary shares for the | ||
| purpose of calculating basic earnings per share | 1,333,334 | 1,333,334 |
The computation of diluted earnings per share does not assume the exercise of the Company's share options because the exercise price of those options was higher than the average market price of the Company's shares for both 2025 and 2024 since the grant date of those share options.
- TRADE AND OTHER RECEIVABLES
| As at 31 December | ||
|---|---|---|
| 2025 | 2024 | |
| RMB'000 | RMB'000 | |
| Trade receivables | 19,314 | 16,750 |
| Less: Allowance for credit losses | (995) | (912) |
| 18,319 | 15,838 | |
| Prepayments for purchase of raw materials | 15,567 | 10,467 |
| Prepaid promotion service expenses | 11,526 | 7,623 |
| Other tax recoverables | 37,802 | 45,185 |
| Receivables from payment intermediaries (Note a) | 5,217 | 3,270 |
| Other receivables (Note b) | 19,513 | 15,077 |
| Total trade and other receivables | 107,944 | 97,460 |
Notes:
(a) Receivables from payment intermediaries represent the sales received by Alipay, Jingdong and other platforms on behalf of the Group for the online platform sales. The balance will be transferred back to the bank accounts of the Group upon the Group’s instruction.
(b) Other receivables represent advances to staff and other miscellaneous deposits, which are unsecured, non-interest bearing and repayable in 12 months.
Trade receivables
As at 1 January 2024, trade receivables from contracts with customers amounted to approximately RMB15,616,000.
Before accepting any new customer, the Group has assessed the potential customer’s credit quality and defined credit limit to each customer on an individual basis. Credit limits attributed to customers are reviewed regularly.
The Group generally requires advance payments from majority of its customers before delivery of goods. For certain customers, the Group allows credit terms of 30 to 60 days from the invoice date for trade receivables.
The following is an aged analysis of trade receivables, net of allowance for credit losses, presented based on the invoice dates which approximated the revenue recognition date at the end of each reporting period:
| As at 31 December | ||
|---|---|---|
| 2025 | 2024 | |
| RMB'000 | RMB'000 | |
| Within 30 days | 9,802 | 8,778 |
| 31–60 days | 8,517 | 7,060 |
| 18,319 | 15,838 |
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- 17 -
12. TRADE AND OTHER PAYABLES
| As at 31 December | ||
|---|---|---|
| 2025 | 2024 | |
| RMB'000 | RMB'000 | |
| Trade payables | 162,308 | 189,907 |
| Accrued sales rebates (Note) | 128,140 | 124,545 |
| Other accrued expenses | 49,233 | 23,616 |
| Accrued staff payroll and welfare | 35,043 | 48,791 |
| Construction costs payables | 1,347 | 3,290 |
| Other tax payables | 14,061 | 4,055 |
| Other payables | 10,755 | 11,978 |
| 400,887 | 406,182 |
Note: The accrued sales rebates will be mainly settled through offsetting future sales orders, at the discretion of the Group's customers.
Trade payables
The credit period of trade payables is normally within 20 to 60 days from the invoice date.
The following is an aged analysis of trade payables, presented based on the invoice date at the end of each reporting period:
| As at 31 December | ||
|---|---|---|
| 2025 | 2024 | |
| RMB'000 | RMB'000 | |
| Within 30 days | 100,283 | 108,645 |
| 31–60 days | 51,188 | 63,261 |
| 61–90 days | 5,818 | 11,506 |
| Over 90 days | 5,019 | 6,495 |
| 162,308 | 189,907 |
MANAGEMENT DISCUSSION AND ANALYSIS
Financial Review
Revenue
The Group derived its revenue primarily from the sales of (i) household care; (ii) pet business; (iii) personal care; and (iv) others to customers through our omni-channel sales and distribution network. Our revenue is stated net of allowances for returns, sales discounts, rebates and value-added tax.
Our revenue increased by 9.2% from RMB1,820.1 million for the year ended 31 December 2024 to RMB1,988.2 million for the year ended 31 December 2025. The increase was attributable to the Group's success in grasping market opportunities and actively promoting product innovation, as well as the rapid development of online channels and the pet business.
Revenue by product categories
| Year ended 31 December | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| RMB'000 | % | RMB'000 | % | |
| Household Care(1) | 1,714,922 | 86.3 | 1,633,823 | 89.8 |
| Pet Business(2) | 221,643 | 11.1 | 127,152 | 7.0 |
| Personal Care | 45,925 | 2.3 | 53,326 | 2.9 |
| Others(3) | 5,742 | 0.3 | 5,807 | 0.3 |
| Total | 1,988,232 | 100.0 | 1,820,108 | 100.0 |
Notes:
(1) Household Care included household insecticide and repellent products, household cleaning and air care products.
(2) Pet business included pet stores and pet products.
(3) Others included numerous household supplies, appliances, other products and testing services, and none of them accounted for a material portion individually.
The revenue from household care category increased by 5.0% from RMB1,633.8 million for the year ended 31 December 2024 to RMB1,714.9 million for the year ended 31 December 2025.
The revenue from pet business category increased by 74.3% from RMB127.2 million for the year ended 31 December 2024 to RMB221.6 million for the year ended 31 December 2025.
The revenue from personal care category decreased by 13.9% from RMB53.3 million for the year ended 31 December 2024 to RMB45.9 million for the year ended 31 December 2025.
Revenue by sales channel
| Year ended 31 December | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| RMB'000 | % | RMB'000 | % | |
| Online Channels(1) | 873,662 | 43.9 | 670,906 | 36.9 |
| Offline Channels(2) | 1,114,570 | 56.1 | 1,149,202 | 63.1 |
| Total | 1,988,232 | 100.0 | 1,820,108 | 100.0 |
Notes:
(1) Online channels included self-operated online stores, online distributors, and community e-commerce platforms.
(2) Offline channels included offline distributors, corporate and institutional customers, overseas distributors, retail channel (Liby Channel), OEM business and physical pet stores, etc..
The revenue from online channels increased by 30.2% from RMB670.9 million for the year ended 31 December 2024 to RMB873.7 million for the year ended 31 December 2025.
The revenue from offline channels decreased slightly by 3.0% from RMB1,149.2 million for the year ended 31 December 2024 to RMB1,114.6 million for the year ended 31 December 2025.
Gross Profit and Gross Profit Margin
As a result of the foregoing, the Group's gross profit increased by 16.9% from RMB894.3 million for the year ended 31 December 2024 to RMB1,045.9 million for the year ended 31 December 2025. The overall gross profit margin increased from 49.1% for the year ended 31 December 2024 to 52.6% for the year ended 31 December 2025, which was primarily due to the enhancement of the Group's brand influence, the continuous refinement of its product offerings and channel structure as well as the continual improvement of operating efficiency in its supply chain.
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Gross profit and gross profit margin by product categories
| Year ended 31 December | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Gross Profit | Gross Profit Margin | Gross Profit | Gross Profit Margin | |
| RMB'000 | % | RMB'000 | % | |
| Household Care(1) | 893,857 | 52.1 | 804,272 | 49.2 |
| Pet Business(2) | 132,999 | 60.0 | 69,504 | 54.7 |
| Personal Care | 17,085 | 37.2 | 22,499 | 42.2 |
| Others(3) | 1,987 | 34.6 | (1,934) | (33.3) |
| Total | 1,045,928 | 52.6 | 894,341 | 49.1 |
Notes:
(1) Household care products included household insecticide and repellent products, household cleaning and air care products.
(2) Pet business included pet stores and pet products.
(3) Others included numerous household supplies, appliances, other products and testing services, and none of them accounted for a material portion individually.
The gross profit of household care category was RMB893.9 million for the year ended 31 December 2025, and its gross profit margin increased from 49.2% for the year ended 31 December 2024 to 52.1% for the Reporting Period.
The gross profit of pet business category for the year ended 31 December 2025 was RMB133.0 million, and its gross profit margin increased from 54.7% for the year ended 31 December 2024 to 60.0% for the Reporting Period.
The gross profit of personal care category for the year ended 31 December 2025 was RMB17.1 million, and its gross profit margin decreased from 42.2% for the year ended 31 December 2024 to 37.2% for the Reporting Period.
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Gross profit and gross profit margin by sales channels
| Year ended 31 December | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Gross Profit | Gross Profit Margin | Gross Profit | Gross Profit Margin | |
| RMB'000 | % | RMB'000 | % | |
| Online Channels(1) | 535,179 | 61.3 | 374,612 | 55.8 |
| Offline Channels(2) | 510,749 | 45.8 | 519,729 | 45.2 |
| Total | 1,045,928 | 52.6 | 894,341 | 49.1 |
Notes:
(1) Online channels included self-operated online stores, online distributors, and community e-commerce platforms.
(2) Offline channels included offline distributors, corporate and institutional customers, overseas distributors, retail channel (Liby Channel), OEM business and physical pet stores, etc..
The gross profit of online channels was RMB535.2 million for the year ended 31 December 2025, and its gross profit margin increased from 55.8% for the year ended 31 December 2024 to 61.3% for the Reporting Period.
The gross profit of offline channels was RMB510.7 million for the year ended 31 December 2025, while its respective gross profit margin for the years ended 31 December 2024 and 2025 remained relatively stable at 45.2% and 45.8%.
Other Income
The Group's other income decreased by 12.4% from RMB115.0 million for the year ended 31 December 2024 to RMB100.8 million for the year ended 31 December 2025, which was primarily due to the decrease in interest income as a result of the decline in bank interest rates. The other income as a percentage of our total revenue decreased from 6.3% for the year ended 31 December 2024 to 5.1% for the Reporting Period.
Selling and Distribution Expenses
The Group's selling and distribution expenses increased by 29.5% from RMB538.8 million for the year ended 31 December 2024 to RMB697.9 million for the year ended 31 December 2025, which was primarily attributable to the impact of the increase in the revenue scale of the Group's online channels and pet business, which was in line with the growth of our business.
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Administrative Expenses
The Group’s administrative expenses decreased by 3.9% from RMB197.7 million for the year ended 31 December 2024 to RMB190.0 million for the year ended 31 December 2025, mainly due to the absence of impairment losses on intangible assets and goodwill.
Other Gains and Losses
The Group recorded other gains of RMB10.6 million for the year ended 31 December 2025, compared to other losses of RMB28.5 million for the year ended 31 December 2024, primarily due to changes in the fair value of the Group’s investments and fluctuations in exchange rates.
Finance Costs
The Group’s finance costs remained relatively stable at RMB1.9 million and RMB2.5 million for the years ended 31 December 2024 and 2025, respectively.
Profit before Tax
As a result of the foregoing, the Group’s profit before tax increased by 10.0% from RMB242.5 million for the year ended 31 December 2024 to RMB266.7 million for the year ended 31 December 2025.
Income Tax Expense
The Group’s income tax expense was RMB51.4 million for the year ended 31 December 2025, representing an increase of 8.8% as compared to RMB47.3 million for the year ended 31 December 2024, which was primarily due to an increase in profit before tax. Our effective tax rate remained relatively stable at 19.5% and 19.3% for the years ended 31 December 2024 and 2025, respectively, which were lower than the PRC statutory income tax rate of 25% primarily because one of our subsidiary enjoyed a preferential income tax rate of 15% since 2019 and is a qualified high-tech enterprise.
Profit for the Year
As a result of the foregoing, the Group’s profit increased by 10.3% from RMB195.2 million for the year ended 31 December 2024 to RMB215.3 million for the year ended 31 December 2025. Our net profit margin remained relatively stable at 10.7% and 10.8% for the years ended 31 December 2024 and 2025, respectively.
Operating Cash Flows
The Group’s net operating cash inflow was RMB268.1 million for the year ended 31 December 2025, as compared to RMB9.4 million for the year ended 31 December 2024, resulting from our profit before tax of RMB266.7 million, adjustment of non-cash and non-operating items, movements in working capital, and the income tax paid.
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Capital Expenditures
The Group’s capital expenditures decreased by 49.6% from RMB56.5 million for the year ended 31 December 2024 to RMB28.5 million for the year ended 31 December 2025, which was primarily used for the purchase of property, plant and equipment, and right-of-use assets. We financed our capital expenditures primarily through our cash generated from our operating activities.
Financial Position
Historically, we funded our operations primarily with net cash generated from our business operations. After the global offering of the Company (the “Global Offering”), we intend to finance our future capital requirements through the same sources of funds above, together with the net proceeds we received from the Global Offering.
As at 31 December 2025, we had RMB2,836.5 million in cash and cash equivalents and time deposits, most of which were denominated in RMB.
Gearing Ratio
The gearing ratio (calculated using total interest bearing debt (consists of bank borrowings, current and non-current lease liabilities) divided by total equity, multiplied by 100%) was 2.0% for the year ended 31 December 2025, representing an increase of 0.3 percentage point as compared to 1.7% as at 31 December 2024 primarily due to the increase in the Group’s bank borrowings and lease liabilities.
Significant Investments Held
The Group maintains a portfolio of investments which generate steady income with potential of capital appreciation. The Group did not hold other significant investments which constitutes a fair value of 5% or above of the total assets of the Group as at 31 December 2025.
Funding and Treasury Policy
The Group adopts a stable approach on its finance and treasury policy, aiming to maintain an optimal financial position, the most economic finance costs, and minimal financial risks. The Group regularly reviews its funding requirements to maintain adequate financial resources in order to support its current business operations as well as its future investments and expansion plans.
Material Acquisitions and Future Plans for Major Investment
On 31 December 2025, Guangzhou Cheerwin Holding Company Limited * (廣州朝雲控股有限公司) (a wholly-owned subsidiary of the Company) (the “Purchaser”), the relevant vendors (the “Vendors”) and Hebei Kangda Co., Ltd.* (河北康達有限公司) (the “Target Company”) entered into the equity interests transfer agreement (the “Agreement”) in relation to the acquisition of 100% of the equity interests of Target Company (the “Target Equity Interests”) by the Purchaser from the Vendors (the “Acquisition”). Pursuant to the Agreement, the Purchaser has agreed conditionally to acquire from the Vendors the Target Equity Interests at the maximum possible Consideration of RMB450 million (equivalent to approximately HK$495 million). Upon the consummation of the Acquisition which took place on 23 January 2026, the Target Company becomes an indirect wholly-owned subsidiary of the Company and the financial results of the Target Group shall be consolidated into the Group’s financial statements. For details, please refer to the announcements of the Company dated 31 December 2025, 22 January 2026 and 26 January 2026 and the circular of the Company dated 13 February 2026.
Save as disclosed above and for the expansion plans as disclosed in the section headed “Future Plans and Use of Proceeds” in the prospectus of the Company dated 26 February 2021 (the “Prospectus”) and in this announcement, the Group has no other specific plan for major investment or acquisition for major capital assets or other businesses during the year ended 31 December 2025.
Exposure to Fluctuations in Exchange Rates
The Group operates mainly in China with most of its transactions settled in RMB. However, the Group is exposed to foreign exchange risk arising mainly from deposits denominated in USD and Hong Kong dollars. The Group closely monitors the exchange rate fluctuations and reviews its foreign exchange risk management strategies from time to time. The Board may consider hedging foreign exchange exposures where appropriate in order to minimize its foreign exchange risk.
Pledge of Assets
As at 31 December 2024, the Group did not have any pledged assets. As at 31 December 2025, the Group has pledged its building with a carrying value of approximately RMB18.2 million to secure bank borrowings of the Group.
Contingent Liabilities
As at 31 December 2025, the Group had no significant contingent liabilities.
Human Resources
As at 31 December 2025, the number of employees of the Group was 1,367 as compared to 1,202 as at 31 December 2024. The total cost of staff, including basic salary and wages, social insurance and bonus for the year ended 31 December 2025 was RMB212.6 million, remaining relatively stable compared to RMB212.7 million for the year ended 31 December 2024.
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OTHER INFORMATION
Use of Proceeds from Global Offering
The shares of the Company (the “Shares”) were listed on the Main Board of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) on 10 March 2021 (the “Listing Date”). The Company received net proceeds (after deduction of the underwriting commissions and related costs and expenses) from the Global Offering of approximately RMB2,418.8 million (equivalent to approximately HK$2,883.8 million). The Company intends to apply such net proceeds in accordance with the purposes as set out in the Prospectus. The details of intended application of net proceeds from the Global Offering are set out as follows:
| Item | Approximate % of total net proceeds | Net proceeds from the Global Offering (RMB million) | Unutilised net amount as at 31 December 2024 (RMB million) | Actual net amount utilised during the year ended 31 December 2025 (RMB million) | Actual net amount utilised up to 31 December 2025 (RMB million) | Unutilised net amount as at 31 December 2025 (RMB million) | Expected timeline of full utilisation of the unutilised proceeds |
|---|---|---|---|---|---|---|---|
| Research and development of new products, upgrade of existing products and development of new brands and categories | 7.1% | 171.8 | 101.2 | 35.7 | 106.3 | 65.5 | Expected to be fully utilised by the end of 2026 |
| Facilitate the construction and upgrade of relevant research and development centers and support their research activities | 10.2% | 246.7 | 246.7 | 0 | 0 | 246.7 | Expected to be fully utilised by the end of 2026 |
| Motive existing research personnel and recruit additional experienced and talented personnel for our research and development team | 2.7% | 65.3 | 65.3 | 0 | 0 | 65.3 | Expected to be fully utilised by the end of 2026 |
| Further develop online distribution | 10.0% | 241.9 | 0 | 0 | 241.9 | 0 | Not applicable |
| Further enhance our offline distribution network | 5.0% | 120.9 | 91.3 | 27.1 | 56.7 | 64.2 | Expected to be fully utilised by the end of 2026 |
| Establish and optimise our overseas online and offline sales network and develop new markets | 5.0% | 120.9 | 120.9 | 0 | 0 | 120.9 | Expected to be fully utilised by the end of 2026 |
| Enhance our market penetration in lower-tier cities | 5.0% | 120.9 | 110.7 | 0.2 | 10.4 | 110.5 | Expected to be fully utilised by the end of 2026 |
| Invest in online brand marketing activities to enhance brand and product awareness and educate customers | 10.0% | 241.9 | 124.8 | 38.8 | 155.9 | 86.0 | Expected to be fully utilised by the end of 2026 |
| Item | Approximate % of total net proceeds | Net proceeds from the Global Offering (RMB million) | Unutilised net amount as at 31 December 2024 (RMB million) | Actual net amount utilised during the year ended 31 December 2025 (RMB million) | Actual net amount utilised up to 31 December 2025 (RMB million) | Unutilised net amount as at 31 December 2025 (RMB million) | Expected timeline of full utilisation of the unutilised proceeds |
|---|---|---|---|---|---|---|---|
| Establish overseas supply chain to improve our cost advantage for our overseas operations | 1.5% | 36.3 | 36.3 | 0 | 0 | 36.3 | Expected to be fully utilised by the end of 2026 |
| Upgrade our existing production facilities and existing production lines at our Anfu and Panyu plants, and to establish new production lines to increase production capacity and efficiency | 1.5% | 36.3 | 36.3 | 0 | 0 | 36.3 | Expected to be fully utilised by the end of 2026 |
| Establish a supply chain base in Shanghai which include a warehouse and a logistic center and offices | 7.0% | 169.3 | 169.3 | 0 | 0 | 169.3 | Expected to be fully utilised by the end of 2026 |
| Deepen our digitalisation strategy, enhance information technology infrastructure, and further develop our technology and data-driven middle-office for our supply chain management, consumer community and proprietary platform operation and distribution channel management to improve operating efficiency | 10.0% | 241.9 | 232.4 | 3.0 | 12.5 | 229.4 | Expected to be fully utilised by the end of 2026 |
| Strategic acquisitions of upstream and downstream businesses to acquire external high quality, complementary technologies, brands and businesses | 15.0% | 362.8 | 188.7 | 0 | 174.1 | 188.7 | Expected to be fully utilised by the end of 2026 |
| Working capital and other general corporate purposes | 10.0% | 241.9 | 241.9 | 0 | 0 | 241.9 | Expected to be fully utilised by the end of 2026 |
| Total | 100.0% | 2,418.8 | 1,765.8 | 104.8 | 757.8 | 1,661.0 |
As at 31 December 2025, the remaining proceeds of approximately RMB1,661.0 million (equivalent to approximately HK$1,838.95 million) will continue to be used in accordance with the purposes as set out in the Prospectus and follow the expected implementation timetable as disclosed in the Prospectus. Majority of the unutilised net proceeds are deposited with reputable banks in Hong Kong or the PRC as at 31 December 2025.
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FINAL DIVIDEND
The Board resolved to declare the payment of a final dividend of RMB0.0821 per Share (equivalent to HK$0.0933 per Share) for the year ended 31 December 2025 (year ended 31 December 2024: RMB0.0682 (equivalent to HK$0.0739 per Share)). The interim dividend of RMB0.0521 per Share (equivalent to HK$0.0571 per Share) was paid. Total dividend for the year amounted to RMB0.1342 per Share, representing a dividend payout ratio of approximately 80.0%.
The Board recommended the payment of a final dividend of RMB0.0821 per Share, on or around Wednesday, 8 July 2026 to the shareholders of the Company (the "Shareholder(s)") whose names appear on the register of members of the Company on Friday, 26 June 2026 (i.e. record date).
The final dividend shall be declared in RMB and paid in Hong Kong dollars. The final dividend payable in Hong Kong dollars will be converted from RMB at the average central parity rate of RMB to Hong Kong dollars as announced by the People's Bank of China for the period from 19 March 2026 to 25 March 2026.
As at the date of this announcement, there are no treasury shares held by the Company (whether held or deposited in the Central Clearing and Settlement System, or otherwise).
ANNUAL GENERAL MEETING
The annual general meeting (the "Annual General Meeting") is scheduled to be held on Wednesday, 17 June 2026. A notice convening the Annual General Meeting will be published and disseminated to the Shareholders in accordance with the requirements of the Listing Rules in due course.
CLOSURE OF REGISTER OF MEMBERS
The register of members of the Company will be closed from Friday, 12 June 2026 to Wednesday, 17 June 2026, both days inclusive, in order to determine the identity of the Shareholders who are entitled to attend the AGM, during which period no share transfers will be registered. To be eligible to attend the AGM, all transfer forms accompanied by the relevant share certificates must be lodged for registration with the Company's Hong Kong share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong before 4:30 p.m. on Thursday, 11 June 2026. The record date for determining eligible to attend and vote at the AGM is Wednesday, 17 June 2026.
The register of members of the Company will also be closed on Friday, 26 June 2026 in order to determine the entitlement of the Shareholders to the final dividend (if approved by the Shareholders in the AGM), during which period no share transfers will be registered. To qualify for the final dividend, all transfers forms accompanied by the relevant share certificates must be lodged for registration with the Company's Hong Kong share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong before 4:30 p.m. on Thursday, 25 June 2026.
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CORPORATE GOVERNANCE
The Company is committed to maintaining high standards of corporate governance to safeguard the interests of the Shareholders and to enhance corporate value and accountability. The Company has adopted the Corporate Governance Code (the "CG Code") as set out in Appendix C1 to the Rules Governing the Listing of Securities on the Stock Exchange (the "Listing Rules") as its own code of corporate governance. For the year ended 31 December 2025, the Company has complied with all applicable code provisions under the CG Code and adopted most of the best practices set out therein except for the following provision.
Under code provision C.2.1 of the CG Code, the roles of chairman and chief executive officer should be separate and should not be performed by the same individual.
However, the Company does not have a separate chairman and chief executive officer and the responsibilities of both chairman and chief executive officer vest in Ms. Chen Danxia. The Board believes that vesting the responsibilities of both chairman and chief executive officer in the same person has the benefit of ensuring the consistent leadership within the Group and enables more effective and efficient overall strategic planning of the Group. Besides, with three independent non-executive Directors out of a total of eight Directors in the Board, there will be sufficient independent voice within the Board to protect the interests of the Company and the Shareholders as a whole.
Therefore, the Board considers that the balance of power and authority for the present arrangement will not be impaired and this structure will enable the Company to make and implement decisions promptly and effectively. The Board will continue to review and consider splitting the roles of chairman of the Board and chief executive officer of the Company at a time when it is appropriate and suitable by taking into account the circumstances of the Group as a whole.
MODEL CODE FOR SECURITIES TRANSACTIONS
The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers (the "Model Code") set out in Appendix C3 to the Listing Rules as its own code of conduct regarding Directors' securities transactions since the Listing Date. Having been made specific enquiries, all of the Directors confirmed that he/she has complied with the required standards as set out in the Model Code during the year ended 31 December 2025.
PURCHASE, SALE OR REDEMPTION OF THE COMPANY'S SHARES
During the year ended 31 December 2025, there are no treasury shares held by the Company.
During the year ended 31 December 2025, neither the Company nor any of its subsidiaries purchased, sold or redeemed any of the Company's listed securities (including sale of treasury shares, if any).
- 29 -
PUBLIC FLOAT
Based on the information publicly available to the Company and to the knowledge of the Directors, the Company has maintained sufficient public float as required by the Listing Rules as at the date of this announcement. The Company maintained the minimum level of public float of 25% of its total number of issued Shares.
EVENTS AFTER THE REPORTING PERIOD
Save as disclosed in the "Material Acquisitions and Future Plans for Major Investment" section of this announcement which concerns the Acquisition and subsequent Completion taken place on 23 January 2026, there was no other important event or transaction affecting the Group which is required to be disclosed by the Company to its Shareholders from 1 January 2026 to the date of this announcement.
AUDIT COMMITTEE
The Board has established the Audit Committee, which comprises three independent non-executive Directors, namely, Mr. Chan Wan Tsun Adrian Alan (Chairman), Mr. Guo Sheng and Dr. Yu Rong, and one non-executive Director, namely Mr. Chen Zexing. The Audit Committee has adopted written terms of reference which clearly set out its duties and obligations (the terms of reference are available on the websites of the Company and the Stock Exchange).
The Audit Committee has, together with the senior management of the Company, reviewed the accounting principles and practices adopted by the Group as well as the audited consolidated financial statements of the Group for the year ended 31 December 2025.
SCOPE OF WORK OF AUDITOR
The figures in respect of the Group's consolidated statement of financial position, consolidated statement of profit or loss and other comprehensive income and the related notes thereto for the year ended 31 December 2025 as set out in this announcement have been agreed by the Group's auditor, Messrs. Deloitte Touche Tohmatsu, to the amounts set out in the Group's audited consolidated financial statements for the year as approved by the Board of Director on 25 March 2026. The work performed by Messrs. Deloitte Touche Tohmatsu in this respect did not constitute an assurance engagement and consequently no opinion or assurance conclusion has been expressed by Messrs. Deloitte Touche Tohmatsu on this announcement.
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PUBLICATION OF ANNUAL RESULTS AND ANNUAL REPORT
This annual results announcement is published on the website of the Stock Exchange at www.hkexnews.hk and the website of the Company at www.cheerwin.com. The annual report of the Company for the year ended 31 December 2025 containing all the information required by the Listing Rules will be despatched to the Shareholders upon their request and published on the respective websites of the Stock Exchange and the Company in accordance with the requirements under the Listing Rules.
By order of the Board
Cheerwin Group Limited
Chen Danxia
Executive Director, Chairman and Chief Executive Officer
Hong Kong, 25 March 2026
As at the date of this announcement, the Board comprises Ms. Chen Danxia, Ms. Wang Dong, Mr. Zhong Xuyi and Mr. Lv Yongji as executive Directors; Mr. Chen Zexing as non-executive Director; and Dr. Yu Rong, Mr. Guo Sheng and Mr. Chan Wan Tsun Adrian Alan as independent non-executive Directors.