2025年报

Stock Code: 1237()(Incorporated in the Cayman Islands with limited liability) 年報ANNUAL REPORT Contents Corporate Information2Financial Summary5Management Discussion and Analysis8Corporate Governance Report14Directors’ Report32Board of Directors and Senior Management47Independent Auditor’s Report50Consolidated Statement of Profit or Loss andOther Comprehensive Income58Consolidated Statement of Financial Position60Consolidated Statement of Changes in Equity62Consolidated Statement of Cash Flows63Notes to the Consolidated Financial Statements65 Corporate Information BOARD OF DIRECTORSExecutive DirectorsMs. Xie Qingmei(Chairlady)Mr. Wu Zheyan(Chief Executive Officer) Independent Non-executive DirectorsMr. Tse Kwok Hing, HenryMs. Zheng BingqianMs. Wu Liping AUDIT COMMITTEE Mr. Tse Kwok Hing, Henry(Chairman)Ms. Zheng BingqianMs. Wu Liping REMUNERATION COMMITTEE Ms. Wu Liping(Chairperson)Ms. Zheng BingqianMr. Tse Kwok Hing, Henry NOMINATION COMMITTEE Ms. Zheng Bingqian(Chairperson)Ms. Wu LipingMr. Tse Kwok Hing, Henry RISK MANAGEMENT COMMITTEE Mr. Tse Kwok Hing, Henry(Chairman)Ms. Zheng BingqianMs. Wu Liping COMPANY SECRETARYMr. Wong Wai Lun, FCPA FCPA FCPA AUTHORISED REPRESENTATIVES Mr. Wu ZheyanMr. Wong Wai Lun, FCPA Corporate Information(Continued) AUDITORS OOP CPA & Co.Certified Public AccountantsRegistered Public Interest Entity Auditors LEGAL ADVISORBird & Bird PRINCIPAL BANKERS Agricultural Bank of China, Zhangping BranchChina Construction Bank, Zhangping BranchBank of China, Zhangping Branch REGISTERED OFFICE Cricket SquareHutchins DriveP.O. Box 2681Grand Cayman KY1-1111Cayman Islands Cricket SquareHutchins DriveP.O. Box 2681Grand Cayman KY1-1111Cayman Islands PRINCIPAL PLACE OF BUSINESSIN HONG KONG 28814B Unit B, 14/F, Eton Building288 Des Voeux Road CentralSheung WanHong Kong HEAD OFFICE IN THE PRC Fushan Industrial DistrictZhangping, Fujian, the PRC PRINCIPAL SHARE REGISTRAR ANDTRANSFER OFFICE IN CAYMAN ISLANDS Codan Trust Company (Cayman) LimitedCricket SquareHutchins DriveP.O. Box 2681Grand Cayman KY1-1111Cayman Islands Codan Trust Company (Cayman) LimitedCricket SquareHutchins DriveP.O. Box 2681Grand Cayman KY1-1111Cayman Islands Corporate Information(Continued) HONG KONG BRANCH SHARE REGISTRARAND TRANSFER OFFICE 183171712–1716 Computershare Hong Kong Investor Services LimitedShops 1712–1716, 17th FloorHopewell Centre183 Queen’s Road EastWan ChaiHong Kong www.merrygardenholdings.com WEBSITEwww.merrygardenholdings.com 1237 STOCK CODE1237 Financial Summary(Continued)(In RMB’000 unless otherwise stated) Management Discussion and Analysis BUSINESS REVIEW Segment review The Group’s core business segments are comprised of manufacturingand sales of wooden products and manufacturing and sales ofrenewable energy products. The performance of our businesssegments are as follows: Management Discussion and Analysis(Continued) Manufacturing and sales of wooden products remains to be theGroup’s largest business segment, contributing 99.3% of the Group’srevenue. The revenue derived from such business increased by16.9%. 99.3%16.9% Manufacturing and sales of wooden products is the principalsegment of the Group. Strong demand from the Australasian marketfor the Group’s products continued in 2025. As a result, revenue frommanufacturing and sales of wooden products during the ReportingYear increased by 16.9% to RMB476.4 million (2024: RMB407.4million), and recorded a reportable segment profit of RMB47.4 million(2024: RMB4.1 million). 16.9%476.4407.447.44.1 The Group’s renewable energy business focuses on the recycling ofleftover sawdust from the production of our wooden products intobiomass pellet fuel. Revenue from the renewable energy businessincreased by 41.3% to RMB3.2 million during the Reporting Year, witha profit of approximately RMB0.2 million (2024: revenue of RMB2.2million and profit of RMB0.2 million). 41.3%3.20.22.20.2 Management Discussion and Analysis(Continued) FINANCIAL REVIEWRevenue by product category Total Revenue from wooden products remained the largest income streamof the Group during the Reporting Year. Revenue from such categoryincreased by 16.9% to RMB476.4 million (2024: RMB407.4 million),representing 99.3% of total sales for the Reporting Year (2024: 99.5%),mainly attributable to the increase in sales to the Australasianmarkets, offset by the decrease in sales to the North American andAsia Pacific markets. 16.9%476.4407.499.3%99.5%) During the Reporting Year, the Group’s revenue from the renewableenergy business increased by 41.3% to approximately RMB3.2 million(2024: RMB2.2 million), due to the increase in demand from thedomestic renewable energy market. 41.3%3.22.2 Gross profit and gross margin Gross profit decrease to approximately RMB35.0 million (2024:RMB49.7 million) as a result of the decrease of gross profit margin inthe Reporting Year to 7.3% (2024: 12.1%), mainly attributable to ourflexible pricing strategy and price our