世纪金花商业控股有限公司二零二五年年报

Contents Corporate Information2Financial Highlights and Key Performance Index4Five Years Summary Financial Information10Chairman’s Statement11Management Discussion and Analysis15Biographies of Directors26Directors’ Report32Corporate Governance Report47Independent Auditor’s Report68Consolidated Statement of Profit or Loss79Consolidated Statement of Profit or Loss andOther Comprehensive Income80Consolidated Statement of Financial Position81Consolidated Statement of Changes in Equity83Consolidated Cash Flow Statement85Notes to the Financial Statements88 Corporate Information BOARD OF DIRECTORS Executive and Non-executive Directors Mr. Ma Wenzhong(Chairman)Mr. Choon Hoi Kit Edwin(Chief Executive Officer)Ms. Wan QingMs. Zhang WeiMr. Huang ZhihuaMr. Chen Shuai Independent Non-executive Directors Mr. Tsang Kwok WaiMr. Ruan XiaofengMs. Song Hong AUDIT COMMITTEE MEMBERS Mr. Tsang Kwok Wai(Chairman)Mr. Chen ShuaiMr. Ruan Xiaofeng NOMINATION COMMITTEE MEMBERS Mr. Ma Wenzhong(Chairman)Mr. Chen ShuaiMr. Tsang Kwok WaiMr. Ruan XiaofengMs. Song Hong REMUNERATION COMMITTEE MEMBERS Mr. Ruan Xiaofeng(Chairman)Mr. Chen ShuaiMr. Tsang Kwok Wai COMPANY SECRETARYMr. Poon Kin Hei 162 STOCK CODE162 COMPANY WEBSITEwww.cgrh.com.hk www.cgrh.com.hk Century Ginwa Retail Holdings LimitedAnnual Report 20252 Corporate Information HEAD OFFICE AND PRINCIPAL PLACE OFBUSINESS IN HONG KONG 131 31/F, Tower TwoTimes Square1 Matheson StreetCauseway Bay, Hong Kong REGISTERED OFFICE Clarendon House2 Church StreetHamilton HM 11Bermuda Clarendon House2 Church StreetHamilton HM 11Bermuda HONG KONG BRANCH SHARE REGISTRARAND TRANSFER OFFICE 1617 Tricor Investor Services Limited17/F, Far East Finance Centre16 Harcourt RoadHong Kong BERMUDA PRINCIPAL SHARE REGISTRARAND TRANSFER AGENT Conyers Corporate Services (Bermuda) LimitedClarendon House, 2 Church StreetHamilton HM11Bermuda Conyers Corporate Services (Bermuda) LimitedClarendon House, 2 Church StreetHamilton HM11Bermuda PRINCIPAL BANKERS The Bank of East AsiaBank of ChinaChina Merchants BankPing An BankBank of ChengduChang’an Bank AUDITORS () Overseas AuditorMcMillan Woods (Hong Kong) CPA LimitedRegistered Public Interest Entity Auditor Domestic AuditorWUYIGE Certified Public Accountants LLP LEGAL ADVISER Conyers Dill & Pearman Conyers Dill & Pearman (Bermuda Law) Financial Highlights and Key Performance Index Financial Highlights and Key Performance Index Notes: (1)Gross revenue represents the gross amount arising from thesales of goods, concession sales charged to retail customers,grossrental income and management and administrativeservice fee income charged to tenants. (1) Financial Highlights and Key Performance Index FINANCIAL HIGHLIGHTS(continued) Financial Highlights and Key Performance Index Financial Highlights and Key Performance Index FINANCIAL HIGHLIGHTS(continued) Notes: (continued) (4) (4)To supplement the financial highlights prepared in accordancewithHKFRS Accounting Standards(“HKFRS AccountingStandards”), we also use adjusted EBIT (loss from operations),adjusted EBITDA as additional financial indicators. We providethesefinancial indicators because our management usesthem to assess our financial performance and eliminate theimpact that we do not consider representing our operatingprojects. We also believe that these non-HKFRS AccountingStandardsindicators provide additional information toinvestorsand others in order to help them understandandassess our consolidated operating results,as well ashelping management in comparing financial results for eachaccounting period and with those of peers. The use of non-HKFRS Accounting Standards indicators has limitations as ananalytical tool as these indicators do not include all items thataffect our performance over the relevant period. In view of thelimitations of the non-HKFRS Accounting Standards indicatorsabove,readers should not view non-HKFRS AccountingStandardsindicators in isolation or as alternatives to ourcurrent profits or any other operating performance indicatorscalculated in accordance with HKFRS Accounting Standards, inassessing our operating and financial performance. In addition,as these non-HKFRS Accounting Standards indicators may notbe calculated by different companies in the same way, theyshould not be compared with similarly named indicators usedby other companies. (5)NAV per ordinary share represents the total equity attributableto equity shareholders of the Company per ordinary share. Financial Highlights and Key Performance Index Notes: Five Years Summary Financial Information For the year ended 31 December 2025(Expressed in Renminbi ("RMB")) Chairman’s Statement Onbehalf of the board(the“Board”)of directors(the“Directors”) of Century Ginwa Retail Holdings Limited (the“Company”), I would like to present the audited results of theCompany and its subsidiaries (collectively referred to as the“Group”) for the year ended 31 December 2025. In 2025, China’s consumer m