宏利金融 2025年度报告

FORM 40-F (Check One) OR ☑ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 MANULIFE FINANCIAL CORPORATION (Exact name of Registrant as specified in its charter) (Province or other jurisdiction of incorporation or organization) (617) 663-3000 TradingSymbol(s)MFC Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.4.150% Senior Notes due 2026, 2.484% SeniorNotes due 2027, 3.703% Senior Notes due 2032, 5.375% Senior Notes due 2046, 4.986% Senior Notes due 2035 and 4.061%Subordinated Notes due 2032 Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Actduring the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject No☐ Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuantto Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant Yes☑ Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act. Emerging Growth Company☐ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if theregistrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards†provided pursuant to Section 13(a) of the Exchange Act.☐ 1In connection with the issuance of C$2 billion principal amount of 3.375% Limited Recourse Capital Notes (LRCN) Series 1(Subordinated Indebtedness) on February 19, 2021, the Registrant issued 2 million Class 1 Series 27 preferred shares (Series 27) at aprice of C$1,000 per Series 27 share. The Series 27 shares were issued to the limited recourse trustee of a consolidated trust to be held astrust assets in connection with the LRCN structure. 2In connection with the issuance of C$1.2 billion principal amount of 4.100% LRCN Series 2 (Subordinated Indebtedness) onNovember 12, 2021, the Registrant issued 1.2 million Class 1 Series 28 preferred shares (Series 28) at a price of C$1,000 per Series 28share. The Series 28 shares were issued to the limited recourse trustee of a consolidated trust to be held as trust assets in connection withthe LRCN structure. 3In connection with the issuance of C$1 billion principal amount of 7.117% LRCN Series 3 (Subordinated Indebtedness) on June 16,2022, the Registrant issued 1 million Class 1 Series 29 preferred shares (Series 29) at a price of $1,000 per Series 29 share. The Series 29 †The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Boardto its Accounting Standards Codification after April 5, 2012. Auditor Name:Ernst & Young LLPAuditor Location:Toronto, Ontario, Canada The Public Company Accounting Oversight Board (United States) ID number for the Canadian firm of Ernst & Young LLP is 1263. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness ofits internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared or issued its audit report.☑ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Principal Documents (a)Consolidated Financial Statements for the fiscal year ended December 31, 2025;(b)Management’s Discussion and Analysis for the fiscal year ended December 31, 2025; and Certifications and Disclosure Regarding Controls and Procedures. (a)Certifications. The Certificates required by Rule 13a-14(a) and (b) are set forth in Exhibits 99.4, 99.5, 99.6 and 99.7 to thisAnnual Report on Form 40-F. (b)Disclosure Controls and Procedures. The conclusions of the principal executive and principal financial officers of ManulifeFinancial Corporation (the “Company”) regarding the effectiveness of the Company’s disclosure controls and procedures as atDecember 31, 2025are set forth under the heading “Controls and Procedures – Disclosure Controls and Procedures” in the Company’s (c)Management’s Annual Report on Internal Control over Financial Reporting. Management’s report on the Company’s internalcontrol over financial reporting is set forth under the heading “Controls and Procedures – Management’