SUNARTRETAIL：FINANCIALRESULTSANNOUNCEMENTFORTHEYEARENDED31MARCH2025.pdf

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1、1Hong 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 relia

2、nce upon the whole or any part of the contents of this announcement.SUN ART RETAIL GROUP LIMITED高鑫零售有限公司(Incorporated in Hong Kong with limited liability)(Stock code:06808)FINANCIAL RESULTS ANNOUNCEMENT FORTHE YEAR ENDED 31 MARCH 2025HIGHLIGHTS OF ANNUAL RESULTSFor the yearended 31 March20252024Chan

3、geChange%RMB millionRevenue71,55272,567(1,015)(1.4)%Gross Profit17,23617,958(722)(4.0)%Operating Profit/(Loss)1,425(1,009)2,434NAProfit/(Loss)for the Year386(1,668)2,054NAProfit/(Loss)Attributable to Owners of the Company405(1,605)2,010NAEarnings/(Loss)Per Share Basic(1)RMB 0.04RMB(0.17)Diluted(1)RM

4、B 0.04RMB(0.17)As at 31 MarchChangeChange%20252024RMB millionTotal Assets55,97360,715(4,742)(7.8)%Total Liabilities35,54538,921(3,376)(8.7)%Net Assets20,42821,794(1,366)(6.3)%Net Cash Position(2)12,52916,504(3,975)(24.1)%2Notes:(1)The calculation of basic earnings/(loss)per share for the years ended

5、 31 March 2025 and 2024 is based on the weighted average number of 9,539,704,700 ordinary shares in issue during the years.The calculation of diluted earnings per share for the year ended 31 March 2025 is based on the adjusted weighted average number of 9,540,448,150 ordinary shares during the year,

6、which included the dilutive potential ordinary shares of share options.As the Group incurred loss for the year ended 31 March 2024,the dilutive potential ordinary shares of share options were not included in the calculation of diluted loss per share as their inclusion would be anti-dilutive.Accordin

7、gly,the diluted loss per share is same as the basic loss per share during the year ended 31 March 2024.(2)The balance of net cash position is calculated as the sum of cash and cash equivalents,financial assets at fair value through profit or loss,time deposits and the aforementioned portions in asse

8、ts of disposal groups classified as held for sale minus maturity amount of bank loans.The board(the“Board”)of directors(the“Directors”)of Sun Art Retail Group Limited(the“Company”,together with its subsidiaries,the“Group”)is pleased to announce the audited consolidated results of the Group for the y

9、ear ended 31 March 2025,together with the comparative figures for the year ended 31 March 2024 which have been prepared in accordance with HKFRS Accounting Standards as below.3CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOMEFor the year ended 31 March 2025For the year ended 31

10、 March20252024NotesRMB millionRMB millionRevenue471,55272,567Cost(54,316)(54,609)Gross profit17,23617,958Selling and marketing expenses(15,232)(18,178)Administrative expenses(1,709)(2,251)Other income and other gains,net51,1301,462Operating profit/(loss)1,425(1,009)Finance costs7(395)(425)Profit/(lo

11、ss)before income tax1,030(1,434)Income tax expense8(644)(234)Profit/(loss)for the year386(1,668)Other comprehensive income for the year Total comprehensive income/(loss)for the year386(1,668)Profit/(loss)is attributable to:Owners of the Company405(1,605)Non-controlling interests(19)(63)Profit/(loss)

12、for the year386(1,668)Total comprehensive income/(loss)is attributable to:Owners of the Company405(1,605)Non-controlling interests(19)(63)Total comprehensive income/(loss)for the year386(1,668)Earnings/(loss)per share for profit/(loss)attributable to the owners of the Company:Basic earnings/(loss)pe

13、r share9RMB 0.04RMB(0.17)Diluted earnings/(loss)per share9RMB 0.04RMB(0.17)4CONSOLIDATED STATEMENT OF FINANCIAL POSITIONAs at 31 March 2025As at 31 March20252024NotesRMB millionRMB millionASSETSNon-current assetsInvestment properties5,0685,302Other property,plant and equipment19,27020,969Intangible

14、assets5755Deferred tax assets1,1131,438Trade and other receivables122251Time deposits138001,830Restricted deposits13100710Total non-current assets26,43030,355Current assetsInventories117,4677,691Trade and other receivables122,2682,133Time deposits132,5801,040Financial assets at fair value through pr

15、ofit or loss(“Financial assets at FVPL”)143,8393,474Restricted deposits136,4723,985Cash and cash equivalents156,79811,908Assets of disposal groups classified as held for sale16119129Total current assets29,54330,360Total assets55,97360,715LIABILITIESNon-current liabilitiesTrade and other payables1723

16、28Lease liabilities184,1854,950Deferred tax liabilities613443Total non-current liabilities4,8215,4215As at 31 March20252024NotesRMB millionRMB millionCurrent liabilitiesTrade and other payables1715,40116,812Lease liabilities181,6481,678Contract liabilities1911,69112,675Borrowings201,4911,749Current

17、tax liabilities1679Liabilities directly associated with assets of disposal groups classified as held for sale16477507Total current liabilities30,72433,500Total liabilities35,54538,921Net assets20,42821,794EQUITYShare capital10,02010,020Reserves10,07411,383Capital and reserves attributable to the own

18、ers of the Company20,09421,403Non-controlling interests334391Total equity20,42821,794CONSOLIDATED STATEMENT OF FINANCIAL POSITION(CONTINUED)As at 31 March 20256NOTES:(Expressed in Renminbi(“RMB”)unless otherwise stated)1.GENERAL INFORMATIONSun Art Retail Group Limited(the“Company”)is a company incor

19、porated in Hong Kong on 13 December 2000 with limited liability.The Companys shares were listed on the Main Board of The Stock Exchange of Hong Kong Limited(the“Stock Exchange”)on 27 July 2011.The Company and its subsidiaries(the“Group”)is a leading hypermarket operator in China.As at 31 March 2025,

20、the immediate parent of the Group is Citrine Lime Limited,an exempted company incorporated in the Cayman Islands with limited liability.The ultimate controlling party of the Group is DCP Capital Partners II,L.P.,a fund of DCP Capital incorporated in the Cayman Islands.The Groups consolidated financi

21、al statements have been prepared in accordance with all applicable HKFRS Accounting Standards which collective term includes all applicable individual HKFRS Accounting Standards,Hong Kong Accounting Standards(“HKASs”)and Interpretations issued by the Hong Kong Institute of Certified Public Accountan

22、ts(the“HKICPA”),accounting principles generally accepted in Hong Kong and the requirements of Hong Kong Companies Ordinance(Chapter 622 of the laws of Hong Kong)(the“Companies Ordinance”).The consolidated financial statements also comply with the applicable disclosure provisions of the Rules Governi

23、ng the Listing of Securities(the“Listing Rules”)on Stock Exchange.The HKICPA has issued certain new and revised HKFRS Accounting Standards that are first effective or available for early adoption for the current accounting period of the Group and the Company.Note 3 provides information on any change

24、s in accounting policies resulting from initial application of these developments to the extent that they are relevant to the Group for the current and prior accounting periods reflected in these consolidated financial statements.The financial information relating to the years ended 31 March 2025 an

25、d 2024 included in this preliminary announcement of annual results does not constitute the Companys statutory annual consolidated financial statements for those years but is derived from those financial statements.Further information relating to these statutory financial statements required to be di

26、sclosed in accordance with section 436 of the Companies Ordinance is as follows:The Company has delivered the financial statements for the year ended 31 March 2024 to the Registrar of Companies as required by section 662(3)of,and Part 3 of Schedule 6 to,the Companies Ordinance and will deliver the f

27、inancial statements for the year ended 31 March 2025 in due course.The Companys auditor has reported on the financial statements of the Group for both years.The auditors reports were unqualified;did not include a reference to any matters to which the auditor drew attention by way of emphasis without

28、 qualifying its reports;and did not contain a statement under section 406(2),407(2)or(3)of the Companies Ordinance.2.BASIS OF PREPARATION OF THE FINANCIAL STATEMENTSThe consolidated financial statements for the year ended 31 March 2025 comprise the Group and the Groups interest in associates and joi

29、nt ventures.These consolidated financial statements are presented in Renminbi(“RMB”)rounded to the nearest million,unless otherwise stated.The consolidated financial statements have been prepared under the historical cost convention,as modified by the revaluation of financial assets at FVPL which ar

30、e carried at fair value and assets held for sale which are measured at the lower of carrying amount and fair value less costs to sell.The preparation of financial statements in conformity with HKFRS Accounting Standards requires the use of certain critical accounting estimates.It also requires manag

31、ement to exercise its judgement in the process of applying the Groups accounting policies.The preparation of financial statements requires the use of accounting estimates which,by definition,will seldom equal the actual results.Estimates and judgements are continually evaluated.They are based on his

32、torical experience and other factors,including expectations of future events that may have a financial impact on the entity and that are believed to be reasonable under the circumstances.73.CHANGE IN ACCOUNTING POLICIESThe Group has applied the following amendments and interpretation for its annual

33、reporting period commencing 1 April 2024:Classification of Liabilities as Current or Non-current and Non-current Liabilities with Covenants Amendments to HKAS 1.Presentation of Financial Statements Classification by the Borrower of a Term Loan that Contains a Repayment on Demand Clause Hong Kong Int

34、erpretation 5(Revised).Lease Liability in Sale and Leaseback Amendments to HKFRS 16.Supplier Finance Arrangements Amendments to HKAS 7 and HKFRS 7.The amendments and interpretation listed above did not have any material impact on the amounts recognised in prior periods and are not expected to signif

35、icantly affect the current or future periods.Other than the above amendments and interpretation,the Group has not applied any new accounting standards,amendments and annual improvements to accounting standards or interpretations that are not yet effective for the current accounting period.4.SEGMENT

36、AND REVENUE INFORMATIONThe principal activity of the Group is the operation of brick-and-mortar stores and online sales channels in the Peoples Republic of China(“PRC”).The Group is organised,for management purpose,into business units based on the banner under which the brick-and-mortar stores and o

37、nline sales channels are operated.As all of the Groups brick-and-mortar stores and online sales channels are operated in the PRC,have similar economic characteristics,and are similar in respect of products and services provided and customer type,the Group has one reportable operating segment which i

38、s the operation of brick-and-mortar stores and online sales channels in the PRC.Revenue mainly represents the sales of goods to customers,membership fee and rental from leasing areas in the hypermarket buildings.Disaggregation of revenue from contracts with customers by major products or services is

39、 as follows:For the year ended 31 March20252024RMB millionRMB millionRevenue from contracts with customers recognised at a point in time68,48269,431 recognised over time3616Revenue from other sources rental income from tenants3,0343,120Total revenue71,55272,567 The Groups customer base is diversifie

40、d and there is no customer with whom transactions have exceeded 10%of the Groups revenue.8The transaction price allocated to the performance obligations that are unsatisfied,or partially unsatisfied,has not been disclosed,as substantially all of the Groups contracts have a duration of 1 year or less

41、.The Group generally expenses contract acquisition cost when incurred because the amortisation period would have been 1 year or less.5.OTHER INCOME AND OTHER GAINS,NETFor the year ended 31 March20252024RMB millionRMB millionInterest income on financial assets measured at amortised cost359469Miscella

42、neous income340418Gain on financial assets at FVPL123146Net gain on disposal and reassessment of investment properties and other property,plant and equipment116154Government grants100169Disposal of packaging material921061,1301,462 6.EMPLOYEE BENEFITS AND OTHER ITEMS OF COST OF SALES AND EXPENSES(a)

43、Employee benefit expenseFor the year ended 31 March20252024RMB millionRMB millionSalaries,wages and other benefits7,3638,551Contributions to defined contribution retirement plans(i)834980Expenses related to Employee Trust Benefit Schemes(ii)99Share-based compensation expenses(iii)10278,3069,558 (i)C

44、ontributions to defined contribution retirement plansThe Group participates in pension schemes organised by the PRC government whereby the Group is required to pay annual contributions based on the statutory percentage of the average salary level in the cities where the Groups employees are employed

45、.The Group remits all the pension fund contributions to the respective social security offices,which are responsible for the payments and liabilities relating to the pension funds.There were no forfeited contributions(by employers on behalf of employees who leave the scheme prior to vesting fully in

46、 such contributions)to offset existing contributions under the defined contribution schemes.The Group has no obligation for payment of retirement and other post-retirement benefits of employees other than the contributions described above.9(ii)Expenses related to Employee Trust Benefit SchemesThe Gr

47、oup has established an Employee Trust Benefit Scheme for employees of its subsidiary,Concord Investment(China)Co.,Ltd.(“CIC”)and its subsidiaries(“the RT-Mart Scheme”)and an Employee Trust Benefit Scheme for employees of its subsidiary,Auchan(China)Hong Kong Limited(“ACHK”)and its subsidiaries(“the

48、Auchan Scheme”).Under each scheme,an annual profit sharing contribution,calculated based on the consolidated results of CIC for the RT-Mart Scheme,and on the consolidated results of ACHK for the Auchan Scheme,and the number of eligible employees,is payable to a trust,the beneficial interests in whic

49、h are allocated to participating eligible employees in accordance with the relevant Employee Trust Benefit Scheme rules.The trusts are administered by independent trustees and undertake gains and losses to itself.The trusts invest the amounts received in either cash and cash equivalents(“cash portio

50、n”)or equity of CIC in the case of the RT-Mart Scheme,or cash portion or equity of ACHKs subsidiary,Auchan(China)Investment Co.,Ltd.(“ACI”)in the case of the Auchan Scheme,respectively.The annual profit sharing contributions are accrued in the year in which the associated services are rendered by th

51、e eligible employees.For the year ended 31 March 2025,the Group recognised total expenses of RMB99 million related to Employee Trust Benefit Schemes(for the year ended 31 March 2024:nil).In addition to the annual profit sharing contributions made by the Group,subject to certain conditions,eligible e

52、mployees are entitled to acquire additional beneficial interests in the relevant Employee Trust Benefit Schemes using their own funds.Any excess of the capital injected by the trusts to CIC or ACI over the attributable share of their consolidated net assets acquired is credited to capital reserve wi

53、thin equity of the Group.(iii)Share-based compensation expensesa)Share optionsOn 18 August 2023,the Company granted a total of 60,000,000 share options with an exercise price of HKD2.18 per share to three grantees in accordance with the terms of the Share Option Scheme.On 27 March 2024,the Company g

54、ranted a total of 25,000,000 share options with an exercise price of HKD1.54 per share to one Grantee in accordance with the terms of the Share Option Scheme.During the year ended 31 March 2025,a total of 10,000,000 share options were forfeited(During the year ended 31 March 2024:40,000,000 share op

55、tions).As at 31 March 2025,the outstanding number of share options granted by the Company was 35,000,000.As at 31 March 2025,the vested and exercisable number of share options granted by the Company was 6,250,000.Share options granted will expire in 10 years from the grant date.The share options hav

56、e graded vesting terms,and vest in tranches from the grant date over the vesting period,on condition that employees remain in service without any performance requirements.The share options may be exercised at any time after they have vested subject to the terms of the award agreement and are exercis

57、able for 10 years after the date of grant.For the year ended 31 March 2025,the Group recognised total expenses of RMB8 million in respect of the share options granted by the Company(for the year ended 31 March 2024:RMB4 million).10b)Share-based payments plans of Alibaba Group Holding Limited and its

58、 subsidiaries excluding the Group(together,“Alibaba Group”)Alibaba Group operates a number of share-based payments plans(including share options and restricted share units)covering certain employees of the Group.For the year ended 31 March 2025,the Group recognised total expenses of RMB2 million in

59、respect of the share-based payments plans of Alibaba Group(for the year ended 31 March 2024:RMB23 million).The Group is obligated to pay a cash consideration to Alibaba Group for such employees service period at the Group on a pro rata basis when these share-based awards were vested.For the year end

60、ed 31 March 2025,a net amount of RMB22 million was reimbursed and cash paid out by the Group to Alibaba Group(for the year ended 31 March 2024:nil).(b)Other itemsThe major items of cost of sales and expenses are listed below.For the year ended 31 March20252024RMB millionRMB millionCost of sales54,23

61、154,523Depreciation cost of investment properties and other property,plant and equipment3,0803,391Operating lease charges804881Impairment losses on investment properties and other property,plant and equipment601,208Impairment losses on goodwill(i)140Reversal of allowance related to trade receivables

62、 and other debtors(6)(30)Amortisation cost of intangible assets87Auditors remuneration audit services1516 non-audit services32Donations*The amount is less than a million.(i)The impairment losses of RMB140 million were recognised during the year ended 31 March 2024,and the goodwill balances were nil

63、as of 31 March 2025 and 2024.7.FINANCE COSTSFor the year ended 31 March20252024RMB millionRMB millionInterest expenses on lease liabilities341402Interest expenses on borrowings5120Interest expenses on other financial liabilities33395425 118.INCOME TAX EXPENSE(a)Income tax in the consolidated stateme

64、nt of profit or loss and other comprehensive income represents:For the year ended 31 March20252024RMB millionRMB millionCurrent tax-Hong Kong profits taxCurrent tax on profits for the year(i)2Current tax-PRC income taxCurrent tax on profits for the year(ii)59179Withholding tax9040Adjustments for cur

65、rent tax of prior year*(19)Total current tax expense149202Deferred income taxDecrease in deferred tax assets459115Increase/(decrease)in deferred tax liabilities36(83)Total deferred tax expense49532Income tax expense644234 *The amount is less than a million.(i)Entities incorporated in Hong Kong are s

66、ubject to Hong Kong profits tax under the two-tiered profits tax regime,which the tax rate is 8.25%for assessable profits in the first HK$2 million and 16.5%for any assessable profits in excess.However,for two or more connected entities,only one of them can be nominated to be chargeable at the two-t

67、iered profits tax rates.(ii)PRC subsidiaries are subject to income tax at 25%for the year ended 31 March 2025(for the year ended 31 March 2024:25%)under the Enterprise Income Tax law(“EIT law”).Pursuant to the relevant regulations in respect of Announcement on Implementing Preferential Income Tax Po

68、licy for Small and Micro Enterprises and Individual Businesses(Cai Shui 2023 No.6)and Announcement on Further Implementing Preferential Income Tax Policy for Small and Micro Enterprises(Cai Shui 2022 No.13,Cai Shui 2023 No.12)jointly issued by the Ministry of Finance and the State Administration of

69、Taxation in the PRC,qualified Small and Micro Enterprises meeting the criteria of employee number less than 300,total assets less than RMB50 million and annual taxable income less than RMB3 million are entitled to preferential tax treatment.More specifically,for the portion of annual taxable income

70、which does not exceed RMB1 million,income tax shall be calculated at 25%of the annual taxable income using the tax rate of 20%from 1 January 2023 to 31 December 2027;for the portion of annual taxable income from RMB1 million to RMB3 million(inclusive),income tax shall be calculated at 25%of the annu

71、al taxable income using the tax rate of 20%from 1 January 2022 to 31 December 2027.Approximately 44%of PRC subsidiaries of the Group enjoyed this preferential income tax treatment during the year ended 31 March 2025(for the year ended 31 March 2024:approximately 41%).12A subsidiary of the Group in t

72、he Chinese Mainland was approved as High and New Technology Enterprise and it was subject to a preferential corporate income tax rate of 15%for the year ended 31 March 2025(for the year ended 31 March 2024:15%).(iii)The EIT law and its relevant regulations also impose a withholding tax at 10%,unless

73、 reduced by a tax treaty/arrangement,on dividend distributions made out of Chinese Mainland from earnings accumulated from 1 January 2008.Under the Arrangement between the Chinese Mainland and Hong Kong Special Administrative Region for the Avoidance of Double Taxation and the Prevention of Fiscal E

74、vasion with respect to Taxes on Income,a qualified Hong Kong tax resident which is the“beneficial owner”and holds 25%or more of the equity interest in a PRC-resident enterprise is entitled to a reduced withholding tax rate of 5%on dividends received.As at 31 March 2025,Hong Kong tax resident certifi

75、cate for the three years ended 31 December 2024 has been expired and the withholding tax was recognised by using the tax rate of 10%(31 March 2024:5%).Since the Group can control the quantum and timing of distribution of profits of the Groups PRC subsidiaries,deferred tax liabilities are only provid

76、ed to the extent that such profits are expected to be distributed in the foreseeable future.As at 31 March 2025,deferred tax liability of RMB167 million have been recognised in respect of the withholding tax payable on the retained profits of the Groups PRC subsidiaries generated subsequent to 1 Jan

77、uary 2008(31 March 2024:RMB9 million).(b)Reconciliation between income tax expense and accounting profit/(loss)at applicable tax rates:For the year ended 31 March20252024RMB millionRMB millionProfit/(loss)before income tax expense1,030(1,434)Notional tax on profit/(loss)before taxation,calculated at

78、 PRC income tax rate of 25%258(359)Statutory tax concession(10)(5)Non-deductible expenses,less non-assessable income4211PRC dividend withholding tax24832Current year losses for which no deferred tax asset was recognised229583Temporary differences for which no deferred tax asset was recognised37Rever

79、sal of previously recognised deferred tax assets1144Utilisation of previously unrecognised tax losses(99)(46)Recognition of previously unrecognised tax losses(38)(14)Over provision in respect of prior years*(19)Actual tax expenses644234*The amount is less than a million.139.EARNINGS/(LOSS)PER SHARE(

80、a)Basic earnings/(loss)per shareThe calculation of basic earnings/(loss)per share is based on the profit attributable to owners of the Company of RMB405 million(during the year ended 31 March 2024:loss attributable to owners of the Company of RMB1,605 million)and the weighted average of 9,539,704,70

81、0 ordinary shares in issue during the year ended 31 March 2025 and 2024.For the year ended 31 March20252024RMB millionRMB millionProfit/(loss)attributable to owners of the Company405(1,605)Weighted average number of ordinary shares in issue9,539,704,7009,539,704,700Basic earnings/(loss)per share(exp

82、ressed in RMB per share)0.04(0.17)(b)Diluted earnings/(loss)per shareDiluted earnings/(loss)per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares.For the year ended 31 March 2025 and 2024,the sha

83、re options granted by the Company are considered to be potential ordinary shares.The share options are assumed to have been fully vested and released from restrictions with no impact on earnings.For the year ended 31 March 2025,the calculation of diluted earnings per share is based on the profit att

84、ributable to owners of the Company of RMB405 million and the weighted average of 9,540,448,150 ordinary shares,calculated as follows:For the year ended 31 March2025RMB millionProfit attributable to owners of the Company405Weighted average number of ordinary shares in issue9,539,704,700Adjustments fo

85、r share based compensation share options743,450Weighted average number of ordinary shares for the calculation of diluted EPS9,540,448,150Diluted earnings per share(expressed in RMB per share)0.04As the Group incurred loss for the year ended 31 March 2024,the dilutive potential ordinary shares of sha

86、re options were not included in the calculation of diluted loss per share as their inclusion would be anti-dilutive.Accordingly,the diluted loss per share is same as the basic loss per share during the year ended 31 March 2024.1410.DIVIDENDS(a)Dividends payable to owners of the Company,not recognise

87、d at the end of the reporting period:As at 31 March20252024RMB millionRMB millionFinal dividend proposed after the end of year of HKD0.170 (equivalent to RMB0.156)per ordinary share(for the year ended 31 March 2024:HKD0.020(equivalent to RMB0.018)per ordinary share)1,491174The final dividend propose

88、d after the end of the reporting period has not been recognised as a liability at the end of the reporting period.(b)Dividends payable to owners of the Company,approved during the year:For the year ended 31 March20252024RMB millionRMB millionFinal dividend paid to owners of the Company173401Interim

89、dividend paid to owners of the Company1,5291,702401A final dividend of HKD0.020 per ordinary share in respect of the year ended 31 March 2024 was approved on 14 August 2024,and the payment was made on 4 September 2024 for an amount equivalent to RMB173 million.An interim dividend of HKD0.170 per ord

90、inary share was approved on 10 December 2024 in respect of the six months ended 30 September 2024,and the payment was made on 24 January 2025 for an amount equivalent to RMB1,529 million.A final dividend of HKD0.045 per ordinary share in respect of the year ended 31 March 2023 was approved on 16 Aug

91、ust 2023,and the payment was made on 6 September 2023 for an amount equivalent to RMB401 million.11.INVENTORIES(a)Inventories in the consolidated statement of financial position compriseAs at 31 March20252024RMB millionRMB millionTrading merchandise7,4677,69115(b)The analysis of the amount of invent

92、ories recognised as an expense and included in profit or loss is as follows:For the year ended 31 March20252024RMB millionRMB millionCarrying amount of inventories sold54,25854,531Reversal of write-down of inventories(27)(8)54,23154,523All inventories are expected to be sold within one year.12.TRADE

93、 AND OTHER RECEIVABLESAs at 31 March20252024RMB millionRMB millionTrade receivablesAmounts due from related parties306Amounts due from third parties524541Less:provision for impairment(28)(200)Subtotal496647Other receivablesPrepayments of rentals565619Value-added tax receivables398325Amounts due from

94、 related parties204Other debtors771726Less:provision for impairment(144)(133)Subtotal1,7941,537Total trade and other receivables2,2902,184Less:non-current portion(22)(51)Current portion2,2682,133The Groups trade receivables relate to credit card sales and sales through online sales channels,the agei

95、ng of which is within one month;and credit sales to corporate customers,the ageing of which is mainly within three months.The ageing of trade receivables is determined based on invoice date.All of the Groups trade receivables were denominated in RMB.16Rental prepayments mainly represent prepayments

96、for short-term leases that have a lease term of 12 months or less,leases of low-value assets and variable leases that are based on sales generated from the leased brick-and-mortar stores as well as deposits which may be offset against future rentals of aforementioned leases in accordance with the re

97、lated lease agreements.The lease payments associated with these leases are not capitalised and are recognised as an expense on a systematic basis over the lease term.Except for interests receivables of non-current time deposits and non-current restricted time deposits which will be recovered after o

98、ne year,all of the trade and other receivables classified as current assets are expected to be recovered within one year.13.TIME DEPOSITS AND RESTRICTED DEPOSITS(a)Time depositsAs at 31 March20252024RMB millionRMB millionIncluded in non-current assets:RMB time deposits8001,830Included in current ass

99、ets:RMB time deposits2,5801,040Non-current time deposits are bank deposits with maturity over twelve months and redeemable on maturity.Current time deposits are bank deposits with maturity over three months,under twelve months and redeemable on maturity.Time deposits with initial terms of over three

100、 months were neither past due nor impaired.As at 31 March 2025 and 2024,the carrying amounts of the time deposits with initial terms of over three months approximated their fair values.(b)Restricted depositsAs at 31 March20252024RMB millionRMB millionIncluded in non-current assets:Restricted time de

101、posits100710Included in current assets:Restricted time deposits4,12859Restricted deposits in bank2,3443,926Subtotal6,4723,985Restricted deposits represent deposits based on unutilised prepaid cards balance and stipulated by PRC authorities to be held in specified bank accounts with restricted usage.

102、1714.FINANCIAL ASSETS AT FVPLAs at 31 March20252024RMB millionRMB millionStructured deposits3,3633,023Certificates of deposit(i)466451Money market funds103,8393,474(i)The balance represents certain large-denomination negotiable certificates of deposits.As the objective of the Group is selling these

103、financial assets,their contractual cash flows do not qualify for solely payments of principal and interest.Therefore,they are classified as financial assets at FVPL.Amounts recognised in profit or lossFor the year ended 31 March20252024RMB millionRMB millionAt the beginning of the year3,4744,452Purc

104、hase24,5496,830Redemption(24,307)(7,954)Realised and unrealised gains(Note 5)123146At the end of year3,8393,47415.CASH AND CASH EQUIVALENTSAs at 31 March20252024RMB millionRMB millionCash at bank and in hand6,49710,367Deposits with banks within three months of maturity2231,414Other financial assets

105、and cash equivalents781276,79811,90816.ASSETS AND LIABILITIES OF DISPOSAL GROUPS CLASSIFIED AS HELD FOR SALEIn March 2024,the Board decided to dispose certain brick-and-mortar stores.The associated assets and liabilities were consequently presented as held for sale.As at 31 March 2025,the Group comp

106、leted the disposal of one of the stores mentioned above.The disposal of the remaining stores is still in progress due to certain events which are beyond the Groups control.As the Group remains committed to the disposal of the remaining stores,and such transaction remains highly probable to complete

107、within 1 year,the associated assets and liabilities continued to be presented as held for sale.18The following assets and liabilities were reclassified as held for sale as at 31 March 2025 and 2024:As at 31 March20252024RMB millionRMB millionAssets of disposal groups classified as held for saleInves

108、tment properties1718Other property,plant and equipment5561Trade and other receivables3534Restricted deposits*Cash and cash equivalents1216Total assets of disposal groups classified as held for sale119129Liabilities directly associated with assets of disposal groups classified as held for saleTrade a

109、nd other payables4962Lease liabilities350356Contract liabilities7788Current tax liabilities11Total liabilities directly associated with assets of disposal groups classified as held for sale477507*The amount is less than a million.17.TRADE AND OTHER PAYABLESAs at 31 March20252024RMB millionRMB millio

110、nCurrent liabilitiesTrade payables9,83210,312Construction costs payable615798Amounts due to related parties33691Dividends payable to non-controlling interests1111Accruals and other payables4,9105,00015,40116,812Non-current liabilitiesOther financial liabilities232819The ageing analysis of trade paya

111、bles based on invoice date is as follows:As at 31 March20252024RMB millionRMB millionWithin six months8,6328,578Over six months1,2001,7349,83210,312The carrying amounts of trade and other payables are considered to approximate their fair values,due to their short-term nature.18.LEASE LIABILITIESThe

112、following table shows the remaining maturities of the Groups reasonably certain lease liabilities at the end of the current and previous reporting periods:As at 31 March20252024Presentvalue of theminimumleasepaymentsTotalminimumleasepaymentsPresentvalue of theminimumleasepaymentsTotalminimumleasepay

113、mentsRMB millionRMB millionRMB millionRMB millionWithin 1 year1,6481,9191,6782,0031-2 years8921,1061,1211,3812-5 years1,6822,0971,9742,464Over 5 years1,6111,9901,8552,3324,1855,1934,9506,1775,8337,1126,6288,180Less:total future interest expenses(1,279)(1,552)Present value of lease liabilities5,8335,

114、8336,6286,6282019.CONTRACT LIABILITIESAs at 31 March20252024RMB millionRMB millionPrepaid cards11,18612,195Advance receipts from customers for sales399215Customer loyalty program points liability84244Membership fee222111,69112,67520.BORROWINGSAs at 31 March20252024RMB millionRMB millionCurrent liabi

115、litiesBank borrowings,unsecured-maturity amount1,5001,725Bank borrowings,secured-maturity amount39Less:unamortised discount(9)(15)1,4911,749The carrying amount of borrowings approximated its fair value and was denominated in RMB.As at 31 March 2025,the effective interest rates per annum on borrowing

116、s was 1.542%(31 March 2024:2.145%).As at 31 March 2025,no land use rights were pledged as security for borrowings.As at 31 March 2024,the carrying amount of land use rights pledged as security for borrowings were RMB167 million.21MANAGEMENT DISCUSSION AND ANALYSISFINANCIAL REVIEWRevenueRevenue is de

117、rived from sales of goods,membership fee and rental income from tenants.Revenue from sales of goods is primarily derived from the brick-and-mortar stores and online sales channels where merchandise,mainly food,groceries,textile and general goods,are made available for sale.Revenue from sales of good

118、s is net of value added tax and other applicable sales taxes after deducting any trade discounts.Membership fee is derived from operating membership stores that offer members lower prices on quality products.Rental income from tenants is derived from renting gallery spaces in brick-and-mortar store

119、complexes to operators of businesses that we believe are complementary to the stores.For the year ended 31 March 2025,revenue from sales of goods was RMB68,482 million,representing a decrease of RMB949 million,or 1.4%,from RMB69,431 million for the year ended 31 March 2024.The decrease was mainly dr

120、iven by(i)the closing down of the long-term loss-making stores;and(ii)the scaling down of the supply chain business,which includes Taocaicai(“TCC”)and the Tmall Shared Inventory business.For the year ended 31 March 2025,the Same Store Sales Growth(1)(“SSSG”)calculated based on sales of goods excludi

121、ng supply chain business was 0.6%.As our price competitiveness continued to strengthen,we had witnessed a steady increase in average ticket size across the omni-channel sales,which had effectively driven the growth of SSSG.Our revenue from online sales had achieved mid-single-digit growth,primarily

122、attributable to an uplift in average ticket size driven by the increased average purchase pieces per order.Our revenue from offline sales was gradually and moderately recovering,which was mainly contributed by the offline traffic being stabilised and average ticket size maintaining steady.For the ye

123、ar ended 31 March 2025,revenue from membership fee was RMB36 million,representing an increase of RMB20 million,or 125.0%,from RMB16 million for the year ended 31 March 2024,which was mainly contributed by the expansions of membership stores and growth of M-club members.For the year ended 31 March 20

124、25,revenue from rental income was RMB3,034 million,representing a decrease of RMB86 million,or 2.8%,from RMB3,120 million for the year ended 31 March 2024,which was mainly due to the reduction of gallery areas caused by the closure of underperforming stores during the fiscal year and the adjustments

125、 of tenant mixture.Note:(1)Same Store Sales Growth:the growth rate of sales of the stores opened before 31 March 2024.It is calculated by comparing the sales derived from those stores during their operating periods in the year ended 31 March 2025 with sales during the corresponding year ended 31 Mar

126、ch 2024.22Gross ProfitFor the year ended 31 March 2025,gross profit was RMB17,236 million,representing a decrease of RMB722 million,or 4.0%,from RMB17,958 million for the year ended 31 March 2024.The gross profit margin for the year ended 31 March 2025 was 24.1%,representing a decrease of 0.6 percen

127、tage points from 24.7%for the year ended 31 March 2024.Despite the gross profit margin declined compared to last year,the Group,by relying on the construction of a refined pricing matrix,focused on the quality-to-price ratio,reshaped the price competitiveness,and enhanced users mentality.In the futu

128、re,the Group will continue to adhere to the concept of benefiting consumers and rewarding consumers sustainably through a profit feedback mechanism,and deepen the virtuous ecosystem of value co-creation with consumers by providing higher cost-effective products and services.Other Income and Other Ga

129、ins,netOther income and other gains,net consists of government grants,gain on financial assets at FVPL,interest income,income from disposal of packaging materials,net gain on disposal and reassessment of investment properties and other property,plant and equipment,and other miscellaneous income.For

130、the year ended 31 March 2025,other income and other gains,net was RMB1,130 million,representing a decrease of RMB332 million,or 22.7%,from RMB1,462 million for the year ended 31 March 2024.The decrease was mainly attributable to the reduction of interest income on financial assets measured at amorti

131、sed cost,government grants and miscellaneous income.Selling and Marketing ExpensesSelling and marketing expenses represent the expenses attributable to the operations of the stores and online business.Selling and marketing expenses primarily consist of personnel expenses,operating lease charges,expe

132、nses for utilities,maintenance,advertising,packing and delivery,platform expense,together with the depreciation of property,plant and equipment.For the year ended 31 March 2025,selling and marketing expenses were RMB15,232 million,representing a decrease of RMB2,946 million,or 16.2%,from RMB18,178 m

133、illion for the year ended 31 March 2024.The decrease was mainly due to(i)a decrease of RMB981 million in personnel costs which was benefited from the optimisation of the personnel structure and pattern of stores;(ii)a decrease of RMB1,148 million in impairment loss accrued for the stores with negati

134、ve cash flows;and(iii)the managements effort to improve cost control and efficiency.The savings of the expenses partially offset the decrease of gross profit.23The amount of selling and marketing expenses for the year ended 31 March 2025 as a percentage of total revenue was 21.3%,representing a decr

135、ease of 3.7 percentage points,from 25.0%for the year ended 31 March 2024.During the reporting period,the Groups cost reduction and efficiency enhancement measures were promoted in multiple dimensions and at greater depth,effectively mitigating the pressure caused by the decrease of gross profit.The

136、growth of revenue further drove the optimisation of the expense structure,and the expense ratio was significantly improved on a year-on-year basis,further illustrating our enhanced operating efficiency.Administrative ExpensesAdministrative expenses primarily consist of personnel expenses,travelling

137、expenses,depreciation of property,plant and equipment and other expenses for the administrative departments.For the year ended 31 March 2025,administrative expenses were RMB1,709 million,representing a decrease of RMB542 million,or 24.1%,from RMB2,251 million for the year ended 31 March 2024.The dec

138、rease was mainly due to(i)a decrease of RMB140 million in impairment accrued for the goodwill;and(ii)a decrease of RMB241 million in personnel costs,which was benefited from the managements efforts to streamline the headquarter organisation;and(iii)savings on cost control.The amount of administrativ

139、e expenses for the year ended 31 March 2025 as a percentage of total revenue was 2.4%,representing a decrease of 0.7 percentage points,from 3.1%for the year ended 31 March 2024.Operating Profit/(Loss)For the year ended 31 March 2025,the operating profit was RMB1,425 million,representing a turnaround

140、 increase of RMB2,434 million,from operating loss RMB1,009 million for the year ended 31 March 2024.The operating profit margin for the year ended 31 March 2025 was 2.0%,representing a turnaround increase of 3.4 percentage points,from the operating loss margin of 1.4%for the year ended 31 March 2024

141、.Finance CostsFinance costs primarily consist of the interest expenses on borrowings,other financial liabilities and lease liabilities.For the year ended 31 March 2025,the finance costs were RMB395 million,representing a decrease of RMB30 million,or 7.1%,from RMB425 million for the year ended 31 Mar

142、ch 2024.The decrease of amortised interest expenses on lease liabilities offset the increase of interest expenses on borrowings.24Income Tax ExpenseFor the year ended 31 March 2025,income tax expense was RMB644 million,representing an increase of RMB410 million,or 175.2%,from RMB234 million for the

143、year ended 31 March 2024.The related effective tax rate for the year ended 31 March 2025 was 62.5%.Without taking into account the impacts of PRC dividend withholding tax of RMB248 million and the tax provision accrued in connection with the matter disclosed in the Companys announcement dated on 27

144、February 2025,the relevant effective tax rate of the year ended 31 March 2025 would be 35.2%.The adjusted effective tax rate was higher than the PRC income tax rate of 25.0%which was mainly caused by the unrecognised deferred tax on losses generated in several entities since the recoverability of th

145、ose losses before their expiry was not certain.Profit/(Loss)for the YearFor the year ended 31 March 2025,profit was RMB386 million,representing a turnaround increase of RMB2,054 million,from a loss of RMB1,668 million for the year ended 31 March 2024.The net profit margin for the year ended 31 March

146、 2025 was 0.5%,increasing by 2.8 percentage points,from a net loss margin of 2.3%for the year ended 31 March 2024.The increase was primarily attributable to the increase in operating margin.Without taking into account the abovementioned impacts of PRC dividend withholding tax and the tax provision a

147、ccrued,the profit for the year ended 31 March 2025 would be RMB692 million and the net profit margin for the year ended 31 March 2025 would be 1.0%.Profit/(Loss)Attributable to Owners of the CompanyFor the year ended 31 March 2025,the profit attributable to owners of the Company was RMB405 million,r

148、epresenting a turnaround increase of RMB2,010 million,from a loss of RMB1,605 million for the year ended 31 March 2024.Loss Attributable to Non-Controlling InterestsFor the year ended 31 March 2025,the loss attributable to non-controlling interests was RMB19 million,representing a decrease of RMB44

149、million,or 69.8%,from RMB63 million for the year ended 31 March 2024.The loss attributable to non-controlling interests represented(i)interests in ACI and CIC from the Auchan Scheme and RT-Mart Scheme(as defined above);(ii)the interest held by independent third parties in three of the subsidiaries,n

150、amely,RT-MART Limited Shanghai,Peoples RT-Mart Limited Jinan and Fields Hong Kong Limited(“Fields HK”);and(iii)the interest held by Hema(China)Co.,Ltd.in Shanghai Run He Internet Technology Co.,Ltd.25Liquidity,Financial Resources and Gearing RatioFor the year ended 31 March 2025,net cash inflow from

151、 operating activities was RMB3,549 million,representing an increase of RMB2,623 million,or 283.3%,from RMB926 million for the year ended 31 March 2024.The increase in net cash inflow from operating activities was mainly attributable to the variance of restricted deposits of RMB3,144 million.In order

152、 to obtain higher financial income,the Group transferred a portion of the restricted deposits,which were related to the unutilised prepaid cards balance stipulated by the PRC authorities,to the restricted time deposits with maturity over three months.The conversion led to a net cash inflow from oper

153、ating activities and a net cash outflow from investing activities.Without taking into account the impact of restricted cash variances,the net cash inflow from operating activities was RMB1,967 million for the year ended 31 March 2025,representing a decrease of RMB521 million,from RMB2,488 million fo

154、r the year ended 31 March 2024,which was mainly due to the decrease in the unutilised prepaid cards balances.As at 31 March 2025,the net current liabilities decreased to RMB1,181 million from RMB3,140 million as at 31 March 2024.The decrease was primarily due to(i)a decrease in the current assets of

155、 RMB817 million,related to the decreased stock level,and the Groups payment for the purchase of time deposits and restricted time deposits with maturity over a year;and(ii)a decrease in the current liabilities of RMB2,776 million,mainly from the decrease in trade and other payables and contract liab

156、ilities.The decrease in current assets was less than the decrease in current liabilities,which resulted in a decrease in the net current liabilities.For the year ended 31 March 2025,the inventory turnover days and trade payable turnover days,calculated on average balances of inventories and trade pa

157、yables,together with the cost of inventories during the year,were 50 days and 67 days,respectively,compared to 53 days and 72 days for the year ended 31 March 2024.As at 31 March 2025,the net cash position of the Group was RMB12,529 million as compared to RMB16,504 million as at 31 March 2024.The ge

158、aring ratio,calculated by dividing net cash position by the total equity was 0.61 as at 31 March 2025 as compared to 0.76 as at 31 March 2024.The Group actively and regularly reviews and manages its capital structure to maintain a balance between shareholder return and sound capital position.The Gro

159、up continually makes adjustments,when necessary,to maintain an optimal capital structure and to reduce the cost of capital.26Investing ActivitiesFor the year ended 31 March 2025,net cash outflow from investing activities was RMB4,913 million,representing an increase of RMB4,861 million,from RMB52 mi

160、llion for the year ended 31 March 2024.The increase of net cash outflow was mainly attributable to the increase in the net proceeds used in investment in restricted time deposits with maturity over three months mentioned above in the“Liquidity,Financial Resources and Gearing Ratio”section.The net ca

161、sh outflow from investing activities was mainly reflected in(i)the net proceeds used in investment in restricted time deposits with maturity over three months of RMB3,459 million;(ii)the capital expenditure of RMB985 million paid in respect of the development of new stores and the remodelling and di

162、gitalisation of existing stores;(iii)the net proceeds used in investment in time deposits with maturity over three months of RMB510 million;and(iv)the net proceeds used in investment in financial assets at FVPL of RMB242 million.An independent professional valuer had been engaged to measure the fair

163、 value of the buildings owned by the Group,the associated leasehold land use rights and the right-of-use assets related to the lease properties.As at 31 March 2025,the total fair value of such properties was RMB47,419 million,among which,the fair value of the investment properties was RMB18,737 mill

164、ion.Financing ActivitiesFor the year ended 31 March 2025,net cash outflow from financing activities was RMB3,750 million,with an increase of RMB2,392 million,or 176.1%,from RMB1,358 million for the year ended 31 March 2024.The increase of net cash outflow was mainly due to(i)the repayments of bank b

165、orrowings exceeded the proceeds from new bank borrowings;and(ii)the increase in the dividends paid.Material Acquisitions and DisposalsThe Group did not have any material acquisitions or disposals in relation to subsidiaries,associates and joint ventures during the year ended 31 March 2025.The Group

166、contemplated to dispose certain non-performing assets in order to reduce losses and the costs of store closures.The associated assets and liabilities are consequently classified as held for sale in the consolidated statement of financial position as at 31 March 2025 and 2024.As of 31 March 2025,the

167、Group has completed the disposal of one of the stores mentioned above and the disposal of the remaining stores is still in progress due to certain events which are beyond the Groups control.27Foreign Exchange RisksThe Groups businesses are principally conducted in RMB and most of the Groups monetary

168、 assets and liabilities are denominated in RMB.Accordingly,the Directors consider that the Groups exposure to foreign exchange risk is not significant.As of the date of this announcement,the Group has not used any currency hedging instruments,but the management will continue to closely monitor excha

169、nge rate fluctuations and will take appropriate measures to keep foreign exchange risk exposure to the minimum.Pledged AssetsAs at 31 March 2025,the Group did not pledge any assets for bank loans or banking facilities.BUSINESS REVIEWOperating EnvironmentIn 2024,Chinas gross domestic product(“GDP”)gr

170、ew by 5.0%year-on-year to about RMB134,908.4 billion.In terms of the growth rate per calendar quarter,the year-on-year growth rate was 4.7%in the second quarter,4.6%in the third quarter and 5.4%in the fourth quarter.In the first quarter of 2025,GDP grew by 5.4%year-on-year to about RMB31,875.8 billi

171、on.In 2024,the overall consumer price index(“CPI”)increased by 0.2%compared to last year,of which the food CPI decreased by 0.6%.The pork CPI increased by 7.7%.The non-food CPI was up by 0.4%.In the first quarter of 2025,the CPI decreased by 0.1%year-on-year,of which the food CPI decreased by 1.5%an

172、d the pork CPI increased by 8.1%.The non-food CPI was up by 0.2%.In 2024,Chinas total retail sales of consumer goods amounted to RMB48,789.5 billion,representing a year-on-year increase of 3.5%.Divided by consumption types,the retail sales of commodities reached RMB43,217.7 billion,a year-on-year in

173、crease of 3.2%,and catering revenue reached RMB5,571.8 billion,a year-on-year increase of 5.3%.The online retail sales of physical goods amounted to RMB13,081.6 billion,representing a year-on-year increase of 6.5%and accounting for 26.8%of the total retail sales of consumer goods.In the first quarte

174、r of 2025,total retail sales of consumer goods amounted to RMB12,467.1 billion,representing a year-on-year increase of 4.6%compared to the first quarter of 2024.The online retail sales of physical goods reached RMB2,994.8 billion,representing a year-on-year increase of 5.7%and accounting for 24.0%of

175、 the total retail sales of consumer goods.28Business Performance and StrategiesProducts and Pricing:Gaining Market Leadership through Quality and ValueLow price and high quality strategy stands as one of the Groups key competitive advantages derived from the scale.In this fiscal year,the Group resha

176、ped pricing perception by leveraging both characteristics of business districts and the flexible and timely market-based pricing mechanism,so as to deliver more competitive prices and ensure tangible cost benefits for customers.With the further implementation of the end-to-end quality control manage

177、ment,quality and pricing strategies,these would serve as the cornerstones for stabilizing the Groups hypermarket revenue in this fiscal year.While reinforcing pricing perception,the Group has positioned fresh produce as its spearhead and focused on developing the standardization of fresh produce,ach

178、ieving notable success in advancing trending categories and hero products（大單品）.The Group proactively expanded and optimized category mix by eliminating homogeneous and underperforming products,accelerating the development of private label products,especially the“Super Saver”series,and highlighting q

179、uality-to-price ratio as well as quality,to lay the foundation for future growth driven by commodity power.Complemented by optimizing product displays and scenario-based shopping experiences,the Group is progressively building a customer-centric product evaluation framework to improve merchandise ef

180、ficiency.All of these initiatives enable a better integration of price competitiveness,quality and the Groups cultural values.Efficiency and Operations:Holistic Enhancements to Optimize Shopping ExperienceThe Group achieved synergistic efficiency improvements in three key domains:operations,promotio

181、ns and supply chain management.The Group proactively advanced standardization of fresh produce,particularly evidenced by a substantial increase in the standardization rate for fruits and vegetables.Digitalization initiatives have further enhanced supply chain optimization and improved store labor ef

182、ficiency and structure,resulting in the full-chain efficiency upgrading in operations,marketing and sales.During the implementation process,the Group adhered to quality control management and quality metrics to enhance both product quality consistency and customer satisfaction.The Group endeavored t

183、o achieve organic growth in omni-channel customer footfall through comprehensive improvement of products,quality,pricing and services.With the focus on store profitability improvement and sustainable multi-format development,the Group rolled out in-depth renovations of its community life center stor

184、es and optimized tenant mix in galleries to create and improve an overall one-stop experience for customers.29Store Strategy and Talent Cultivation:Future-Focused Competitive Advantage BuildingTalent serves as the foundation of the Groups development.The Group highly values talent cultivation and mo

185、tivation by creating an efficient talent system through various approaches such as core talent evaluations,management trainee development and employee training programs.By enhancing employee satisfaction and corporate cultural construction,the Group has strengthened employees loyalty and fostered a

186、profound sense of belonging.Expansion StatusDuring the year ended 31 March 2025,the Group opened one hypermarket,four superstores and four membership stores,M-Club.Among the new hypermarket and superstores,one is located in Eastern China,one is located in Southern China,one is located in Western Chi

187、na and two are located in Central China.Newly opened membership stores,M-Club are all located in Eastern China.During the reporting period,the Group closed eight hypermarkets and one superstore,of which one closed hypermarket located in Eastern China was converted and opened as membership store.Amon

188、g the other eight closed hypermarkets,one was located in Northern China,one was located in Western China,one was located in Northeastern China,two were located in Southern China,and three were located in Central China.As of 31 March 2025,the Group had a total of 465 hypermarkets,33 superstores,and s

189、even membership stores,M-Club.The total gross floor area(“GFA”)of hypermarkets,superstores and membership stores was approximately 13.49 million square meters,of which about 65%of the GFA was in leased properties,and 35%of the GFA was in self-owned properties.Please refer to note 1 below for definit

190、ions of regional zones.As of 31 March 2025,approximately 6.4%of the Groups hypermarkets,superstores and membership stores were located in first-tier cities,18.0%in second-tier cities,48.9%in third-tier cities,19.4%in fourth-tier cities and 7.3%in fifth-tier cities.Please refer to note 2 below for de

191、finitions of city tiers.30As of 31 March 2025,through the execution of lease contracts or acquisition of land plots,the Group identified and secured three sites to open hypermarkets,all of which are under construction.Number of Brick-and-Mortar StoresTotal GFA of Brick-and-Mortar Stores(sq.m.)(As of

192、 31 March 2025)(As of 31 March 2025)RegionHypermarketSuperstoreMembership StoreTotalPercentage HypermarketSuperstoreMembership StoreTotalPercentageEastern China17911719739%5,223,69387,351251,8285,562,87241%Northern China49405311%1,307,48231,12301,338,60510%Northeastern China49705611%1,616,12454,8490

193、1,670,97312%Southern China975010220%2,428,43224,10902,452,54118%Central China68507314%1,795,73227,17901,822,91114%Western China2310245%636,5849,1500645,7345%Total465337505100%13,008,047233,761251,82813,493,636100%Notes:(1)The Group adopts the following regional zoning according to the national regio

194、nal economic planning guidelines:Eastern China:Shanghai City,Zhejiang Province,Jiangsu ProvinceNorthern China:Beijing City,Tianjin City,Shandong Province,Hebei Province,Shanxi Province,Inner Mongolia Autonomous Region(West)Northeastern China:Jilin Province,Liaoning Province,Heilongjiang Province,Inn

195、er Mongolia Autonomous Region(North)Southern China:Guangdong Province,Guangxi Zhuang Autonomous Region,Fujian Province,Hainan Province,Yunnan Province,Guizhou ProvinceCentral China:Anhui Province,Hunan Province,Hubei Province,Henan Province,Jiangxi ProvinceWestern China:Sichuan Province,Gansu Provin

196、ce,Shaanxi Province,Chongqing City,Ningxia Hui Autonomous Region(2)City tiers were classified according to the following standards:First-tier cities:Municipalities under the direct jurisdiction of the central government and Guangzhou CitySecond-tier cities:Provincial capitals and sub-provincial citi

197、esThird-tier cities:Prefecture-level citiesFourth-tier cities:County-level citiesFifth-tier cities:Townships and towns31Human Resources and Remuneration PoliciesAs of 31 March 2025,the Group had 83,957 employees(86,226 as of 31 March 2024).The total employee benefit expense was RMB8,306 million(RMB9

198、,558 million as of 31 March 2024).Outlookln todays increasingly competitive retail landscape,customer footfall serves as both the foundation of the Groups development and the true test of the Groups values.The Group is implementing the Everyday Low Price+Community Life Center model through enhanced

199、product competitiveness,optimized store layouts and elevated customer experiences.At the same time,the Group is implementing lean operations,active customer feedback and employee satisfaction initiatives that are all supported by modern digital tools to achieve the optimal balance between cost,effic

200、iency and service quality.The Group has been proactively formulating strategies in various aspects such as merchandise,pricing,efficiency,store network planning,talent development and membership operations,laying a solid foundation for the new fiscal year and future development and remaining true to

201、 the Groups core philosophy of caring for our people,serving our customers and pursuing excellence.The Group is actively driving transformation initiatives to enhance operational efficiency,while strengthening product and services quality.Moving forward,the Group will continue to create sustainable

202、value for both customers and employees.OTHER INFORMATIONCorporate GovernanceThe Board is committed to maintaining high corporate governance standards.The Board believes that high corporate governance standards are essential in providing a framework for the Company to safeguard the interests of share

203、holders,enhance corporate value,formulate its business strategies and policies,and enhance its transparency and accountability.The Company has devised its own Corporate Governance and Compliance Manual which incorporates all the principles and practices as set out in the Corporate Governance Code(th

204、e“CG Code”)contained in Appendix C1 to the Listing Rules.The Company reviews its organizational structure regularly to ensure its operations are in line with good corporate governance practices as set out in the CG Code and align with the latest developments.In the opinion of the Directors,the Compa

205、ny has complied with all the code provisions as set out in the CG Code for the year ended 31 March 2025 and up to the date of this announcement.32Further information of the corporate governance practice of the Company will be set out in the corporate governance report to be included in the annual re

206、port of the Company for the year ended 31 March 2025.Securities Transactions by DirectorsThe Company has adopted its own code of conduct regarding Directors and relevant employees dealings in the Companys securities(the“Company Code”)on terms no less exacting than the Model Code for Securities Trans

207、actions by Directors of Listed Issuers(the“Model Code”)as set out in Appendix C3 to the Listing Rules.Specific enquiry has been made of all the Directors and the relevant employees and they have confirmed that they have complied with the Model Code and the Company Code throughout the year ended 31 M

208、arch 2025.Purchase,Sale and Redemption of the Companys Listed SecuritiesDuring the year ended 31 March 2025,neither the Company nor any of its subsidiaries has purchased,sold or redeemed any of the Companys listed securities(including sale of treasury shares).As at 31 March 2025,there were no treasu

209、ry shares held by the Company.Audit CommitteeThe Audit Committee,together with the management and the auditor of the Company,PricewaterhouseCoopers,have reviewed the accounting principles and practices adopted by the Group,and discussed internal control,whistleblowing policy and system and financial

210、 reporting matters,including the review of the audited consolidated financial statements for the financial year ended 31 March 2025.Scope of Work of Companys AuditorThe figures in respect of the Groups consolidated results for the year ended 31 March 2025 as set out in this announcement have been ag

211、reed by the Companys auditor,PricewaterhouseCoopers,to the amount set out in the Companys audited consolidated financial statements for the year ended 31 March 2025.The work performed by PricewaterhouseCoopers in this respect did not constitute an assurance engagement in accordance with Hong Kong St

212、andards on Auditing,Hong Kong Standards on Review Engagements or Hong Kong Standards on Assurance Engagements issued by the Hong Kong Institute of Certified Public Accountants and consequently no assurance has been expressed by PricewaterhouseCoopers on this announcement.33Annual General Meeting(“AG

213、M”)The 2025 AGM will be held on 14 August 2025(Thursday).A notice convening the AGM will be published and dispatched(if requested)to the shareholders of the Company in accordance with the requirements of the Listing Rules in due course.Final DividendAt the Board meeting held on 20 May 2025(Tuesday),

214、the Directors proposed to declare a final dividend(“Final Dividend”)of HKD0.170(equivalent to approximately RMB0.156)per ordinary share for the year ended 31 March 2025,amounting to approximately HKD1,622 million(equivalent to approximately RMB1,491 million)that is expected to be paid on 4 September

215、 2025(Thursday)to the shareholders of the Company whose names appear on the Companys register of members at the close of business at 4:30 p.m.on 22 August 2025(Friday).The proposed Final Dividend is subject to approval by the shareholders of the Company at the forthcoming AGM to be held on 14 August

216、 2025(Thursday).Closure of Register of Members and Record Date(a)For determining the entitlement to attend and vote at the 2025 AGMThe Companys register of members will be closed from 11 August 2025(Monday)to 14 August 2025(Thursday),both dates inclusive,during which period no transfer of shares wil

217、l be registered.To ensure that shareholders are entitled to attend and vote at the 2025 AGM,shareholders must deliver their duly stamped instruments of transfer,accompanied by the relevant share certificates,to the Companys share registrar,Computershare Hong Kong Investor Services Limited,located at

218、 Shops 1712-1716,17th Floor,Hopewell Centre,183 Queens Road East,Wanchai,Hong Kong for registration no later than 4:30 p.m.on 8 August 2025(Friday).(b)For determining the entitlement to the proposed Final DividendThe proposed Final Dividend is subject to the approval of the shareholders at the 2025

219、AGM.For determining the entitlement to the proposed Final Dividend,the record date is fixed on 22 August 2025(Friday).Shareholders must deliver their duly stamped instruments of transfer,accompanied by the relevant share certificates,to the Companys share registrar,Computershare Hong Kong Investor S

220、ervices Limited,located at Shops 1712-1716,17th Floor,Hopewell Centre,183 Queens Road East,Wanchai,Hong Kong for registration no later than 4:30 p.m.on 22 August 2025(Friday).Publication of 2024/2025 Final Results and Annual Report of the CompanyThe final results announcement of the Company is publi

221、shed on the websites of the Stock Exchange(www.hkexnews.hk)and the Company().The Annual Report of the Company for the year ended 31 March 2025 will be dispatched(if requested)to the shareholders of the Company and make available for review on the aforesaid websites in due course.34Events Occurring A

222、fter the Reporting PeriodAfter the end of the reporting period,the Directors proposed the distribution of a final dividend.Details of the final dividend are set out in the section“Final Dividend”in this announcement.On 20 May 2025,the Group entered into an equity transfer agreement with Hwabao Trust

223、 Co.,Ltd.(Note 1)(the“Trustee”),to acquire 2.015%of the issued shares of CIC held by the Trustee for a total consideration not exceeding RMB599 million.Upon completion of the transaction,the Group will hold 100%of the issued shares of CIC and enjoy the corresponding shareholders rights.On 20 May 202

224、5,the Group entered into an equity transfer agreement with the Trustee to acquire 1.3834%of the issued shares of ACI held by the Trustee for a total consideration not exceeding RMB34 million.Upon completion of the transaction,the Group will hold 100%of the issued shares of ACI and enjoy the correspo

225、nding shareholders rights.Save as disclosed above,no important event or transaction affecting the Group and which is required to be disclosed by the Company to its shareholders has taken place since 31 March 2025 and up to the date of this announcement.Note 1:The Auchan Scheme and the RT-Mart Scheme

226、 are both share award schemes at the subsidiary level.The trustee for the Auchan Scheme and the RT-Mart Scheme is Hwabao Trust Co.,Ltd.By order of the BoardSun Art Retail Group LimitedSHEN HuiExecutive Director and Chief Executive OfficerFor purpose of this announcement,the exchange rate of HKD1=RMB

227、0.9194 has been used,where applicable,for purpose of illustration only and does not constitute a representation that any amount has been,could have been or may be exchanged at such rates or any other rates or at all on the date or dates in question or any other date.Hong Kong,20 May 2025As at the date of this announcement,the Directors are:Executive Director:SHEN Hui(Chief Executive Officer)Non-Executive Directors:Julian Juul WOLHARDT(Chairman)Guannan WANGMengxue MEIIndependent Non-Executive Directors:Karen Yifen CHANGCharles Sheung Wai CHANYIH Lai Tak,Dieter