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  1. 3 NOVACON TECHNOLOGY OUP / AL T 2024 Chairman’s Statement Dear Shareholders, On behalf of the Board, I am delighted to present our audited consolidated financial results of the Group for the year ended 31 March 2024, providing insights into the exciting

    • AUDIT COMMITTEE
    • REMUNERATION COMMITTEE
    • NOMINATION COMMITTEE
    • AUDITOR
    • PRINCIPAL BANKS
    • SIGNIFICANT INVESTMENTS HELD
    • FUNDING AND TREASURY POLICY
    • EXPOSURE TO FLUCTUATIONS IN EXCHANGE RATES
    • Principal Risks and Uncertainties
    • DEBENTURE ISSUED
    • MATERIAL LITIGATION
    • DIRECTORS
    • DIRECTORS’ SERVICE CONTRACTS
    • NON-COMPETITION UNDERTAKING
    • PRE-EMPTIVE RIGHTS
    • TAX RELIEF AND EXEMPTION
    • AUDITOR
    • BOARD COMMITTEES
    • Nomination Process
    • Board Diversity Policy
    • BOARD INDEPENDENCE EVALUATION
    • RISK MANAGEMENT AND INTERNAL CONTROL
    • Procedures to identify, evaluate and manage significant risks
    • Procedures and internal controls for the handling and dissemination of inside information
    • SHAREHOLDERS
    • Independent auditor’s report To the shareholders of Mulsanne Group Holding Limited
    • BASIS FOR OPINION
    • KEY AUDIT MATTERS
    • OTHER INFORMATION INCLUDED IN THE ANNUAL REPORT
    • RESPONSIBILITIES OF THE DIRECTORS FOR THE CONSOLIDATED FINANCIAL STATEMENTS
    • AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE CONSOLIDATED FINANCIAL STATEMENTS
    • FINANCIAL STATEMENTS (continued)
    • FINANCIAL STATEMENTS (continued)
    • Information about subsidiaries
    • 2.1 BASIS OF PREPARATION
    • Fair value measurement
    • Impairment of non-financial assets
    • Related parties
    • Property, plant and equipment and depreciation
    • Intangible assets
    • Leases
    • Group as a lessee
    • (b) Lease liabilities
    • Initial recognition and measurement
    • Subsequent measurement
    • Financial assets at amortised cost (debt instruments)
    • Financial assets designated at fair value through other comprehensive income (equity investments)
    • Derecognition of financial assets
    • Impairment of financial assets
    • Simplified approach
    • Initial recognition and measurement
    • Subsequent measurement
    • Financial liabilities at amortised cost (loans and borrowings)
    • Derecognition of financial liabilities
    • Offsetting of financial instruments
    • Inventories
    • Cash and cash equivalents
    • Provisions
    • Income tax
    • Income tax (continued)
    • Government grants
    • Revenue from contracts with customers
    • (a) Sale of products – distributors and partnership
    • Revenue from contracts with customers (continued)
    • Other income
    • Contract liabilities
    • Right-of-return assets
    • Refund liabilities
    • Share-based payments
    • Retirement benefits
    • Termination benefits
    • Borrowing costs
    • Dividends
    • Foreign currencies
    • 3. SIGNIFICANT ACCOUNTING JUDGEMENTS AND ESTIMATES
    • Judgements
    • Determining the method to estimate variable consideration and assessing the constraint
    • Withholding tax arising from the distribution of dividends
    • Estimation uncertainty
    • Provision for expected credit losses on trade receivables
    • Leases – Estimating the incremental borrowing rate
    • 4. OPERATING SEGMENT INFORMATION
    • (a) Revenue from external customers
    • (b) Non-current assets
    • (i) Disaggregated revenue information
    • Performance obligations
    • Refund liabilities
    • 6. PROFIT/(LOSS) BEFORE TAX
    • 16. EQUITY INVESTMENT DESIGNATED AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME
    • 18. TRADE AND NOTES RECEIVABLES (continued)
    • 18. TRADE AND NOTES RECEIVABLES (continued)
    • 20. CASH AND CASH EQUIVALENTS AND PLEDGED DEPOSITS
    • 23. OTHER PAYABLES AND ACCRUALS
    • 25. DEFERRED TAX
    • 25. DEFERRED TAX (continued)
    • 28. RESERVES
    • Share premium
    • Exchange fluctuation reserve
    • Merger reserve
    • Capital reserve
    • (c) Total cash outflow for leases
    • 31. COMMITMENTS
    • 32. RELATED PARTY TRANSACTIONS
    • Name
    • 32. RELATED PARTY TRANSACTIONS (continued)
    • 33. FINANCIAL INSTRUMENTS BY CATEGORY
    • 31 December 2022
    • 33. FINANCIAL INSTRUMENTS BY CATEGORY (continued)
    • 33. FINANCIAL INSTRUMENTS BY CATEGORY (continued)
    • 34. FAIR VALUE AND FAIR VALUE HIERARCHY OF FINANCIAL INSTRUMENTS
    • Fair value hierarchy
    • 35. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
    • Interest rate risk
    • 31 December 2022
    • Credit risk
    • Liquidity risk
    • Capital management (continued)
    • 36. STATEMENT OF FINANCIAL POSITION OF THE COMPANY
    • 36. STATEMENT OF FINANCIAL POSITION OF THE COMPANY (continued)

    Mr. GU Jiong (Chairman) Ms. XU Yanyun Mr. LIAO Xiaoxin

    Mr. GU Jiong (Chairman) Ms. XU Yanyun Mr. LIAO Xiaoxin Mr. YANG Herong Mr. TIAN Min

    Mr. TANG Shun Lam (Chairman) Mr. GU Jiong Mr. LIAO Xiaoxin

    Ernst & Young Certified Public Accountants and Registered Public Interest Entity Auditor

    China Construction Bank Corporation Industrial and Commercial Bank of China Limited

    For the Period, the Group did not hold any significant investments.

    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...

    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 debt denominated in the U.S. dollars. During the Period, the Group did not use any financial instrument for hedging purpose.

    Principal risks and uncertainties faced by the Group include: • risk relating to the competitive apparel industry in China where the Group operates; • risk relating to market recognition of the brands of the Group; • uncertainty as to maintenance of and expansion in offline retail network and online sales network; • uncertainty as to the achievemen...

    The Group did not issue any debenture during the Period.

    The Company was not involved in any material litigation or arbitration during the Period. The Directors are also not aware of any material litigation or claims that were pending or threatened against the Group during the Period.

    The Directors during the year and as at the date of this report are:

    The service contract with the executive Director is for a fixed term of three years. The letter of appointment to each of the non-executive Directors and independent non-executive Directors is for a fixed term of three years. The service contract and the letters of appointment are subject to termination in accordance with their respective terms and...

    To safeguard the Group from any potential competition, Mr. YANG Herong (the “Covenantor”), being a non-executive Director, has entered into a deed of non-competition (the “Deed of Non-Competition”) in favor of the Group on 9 May 2019, pursuant to which the Covenantor has unconditionally and irrevocably undertaken with the Group that he will not (ex...

    There is no provision for the pre-emptive rights under the Articles of Association and the laws of the Cayman Islands, which would oblige the Company to offer new Shares on a pro-rata basis to existing Shareholders.

    The Company is not aware of any relief from taxation available to Shareholders by reason of their holdings in the Shares.

    The financial statements have been audited by Ernst & Young who shall retire at the forthcoming annual general meeting of the Company and, being eligible, offer themselves for re-appointment. Since the Listing Date and up to the date of this report, the Company has not changed its auditor.

    The Company has three principal Board committees, being the Audit Committee, the Remuneration Committee and the Nomination Committee. Each of the Board committees operates under its terms of reference. The terms of reference of the Board committees are available on the website of the Company and that of the Stock Exchange.

    The Company has adopted a nomination policy (the “Nomination Policy”), which sets out the approach to guide the Nomination Committee in relation to the selection, appointment and re-appointment of the Directors. The Nomination Committee will recommend to the Board for the appointment of a Director in accordance with the following procedures and pro...

    To enhance the effectiveness of the Board and to maintain the high standard of corporate governance, the Company has formulated and adopted the board diversity policy (the “Board Diversity Policy”) for compliance with the Listing Rules and the code provisions of the Code concerning the diversity of Board members. The Board Diversity Policy sets out...

    The Company has established Board independence evaluation mechanism to ensure independent views and inputs are available to the Board. In particular, the Board shall at all times included three independent non-executive Directors and at least one of whom must have appropriate professional qualifications or appropriate accounting or related financia...

    The Board acknowledges its responsibilities for maintaining sound and effective risk management and internal control systems in order to safeguard the Group’s assets and Shareholders’ interests and reviewing the effectiveness of the Company’s risk management and internal control systems on an annual basis so as to ensure that risk management and in...

    Establishment of the risk context: evaluating and reviewing the effectiveness of the risk management and internal control systems of the Group to reduce the costs of operational risk and ensure compliant operation of the Company. Formulation of the risk management policies: ensuring that the Group carries out consistent procedures and criteria for ...

    The Board conducts regular review and assessment of inside information, discusses with the management or authorized persons of the Company about disclosure of inside information and requests them to report to the Board once identified any inside information for dissemination. Inside information disclosure policies are formulated to provide employee...

    The Company is incorporated in the Cayman Islands. According to the Articles of Association, the Board may whenever it thinks fit call extraordinary general meetings. Any one or more member(s) holding at the date of deposit of the requisition not less than one-tenth of the paid up capital of the Company carrying the right of voting at general meeti...

    (Incorporated in the Cayman Islands with limited liability)

    Information about the statement of financial position of the Company at the end of the reporting period is as follows: (continued) Note: A summary of the Company’s reserves is as follows:

    Information about the statement of financial position of the Company at the end of the reporting period is as follows: (continued) Note: A summary of the Company’s reserves is as follows:

    Information about the statement of financial position of the Company at the end of the reporting period is as follows: (continued) Note: A summary of the Company’s reserves is as follows:

    Information about the statement of financial position of the Company at the end of the reporting period is as follows: (continued) Note: A summary of the Company’s reserves is as follows:

    Information about the statement of financial position of the Company at the end of the reporting period is as follows: (continued) Note: A summary of the Company’s reserves is as follows:

    Information about the statement of financial position of the Company at the end of the reporting period is as follows: (continued) Note: A summary of the Company’s reserves is as follows:

    Information about the statement of financial position of the Company at the end of the reporting period is as follows: (continued) Note: A summary of the Company’s reserves is as follows:

    Information about the statement of financial position of the Company at the end of the reporting period is as follows: (continued) Note: A summary of the Company’s reserves is as follows:

    Information about the statement of financial position of the Company at the end of the reporting period is as follows: (continued) Note: A summary of the Company’s reserves is as follows:

    Information about the statement of financial position of the Company at the end of the reporting period is as follows: (continued) Note: A summary of the Company’s reserves is as follows:

    Information about the statement of financial position of the Company at the end of the reporting period is as follows: (continued) Note: A summary of the Company’s reserves is as follows:

    Information about the statement of financial position of the Company at the end of the reporting period is as follows: (continued) Note: A summary of the Company’s reserves is as follows:

    Information about the statement of financial position of the Company at the end of the reporting period is as follows: (continued) Note: A summary of the Company’s reserves is as follows:

    Information about the statement of financial position of the Company at the end of the reporting period is as follows: (continued) Note: A summary of the Company’s reserves is as follows:

    Information about the statement of financial position of the Company at the end of the reporting period is as follows: (continued) Note: A summary of the Company’s reserves is as follows:

    Information about the statement of financial position of the Company at the end of the reporting period is as follows: (continued) Note: A summary of the Company’s reserves is as follows:

    Information about the statement of financial position of the Company at the end of the reporting period is as follows: (continued) Note: A summary of the Company’s reserves is as follows:

    Information about the statement of financial position of the Company at the end of the reporting period is as follows: (continued) Note: A summary of the Company’s reserves is as follows:

    Information about the statement of financial position of the Company at the end of the reporting period is as follows: (continued) Note: A summary of the Company’s reserves is as follows:

    Information about the statement of financial position of the Company at the end of the reporting period is as follows: (continued) Note: A summary of the Company’s reserves is as follows:

    Information about the statement of financial position of the Company at the end of the reporting period is as follows: (continued) Note: A summary of the Company’s reserves is as follows:

    Information about the statement of financial position of the Company at the end of the reporting period is as follows: (continued) Note: A summary of the Company’s reserves is as follows:

    Information about the statement of financial position of the Company at the end of the reporting period is as follows: (continued) Note: A summary of the Company’s reserves is as follows:

    Information about the statement of financial position of the Company at the end of the reporting period is as follows: (continued) Note: A summary of the Company’s reserves is as follows:

    Information about the statement of financial position of the Company at the end of the reporting period is as follows: (continued) Note: A summary of the Company’s reserves is as follows:

    Information about the statement of financial position of the Company at the end of the reporting period is as follows: (continued) Note: A summary of the Company’s reserves is as follows:

    Information about the statement of financial position of the Company at the end of the reporting period is as follows: (continued) Note: A summary of the Company’s reserves is as follows:

    Information about the statement of financial position of the Company at the end of the reporting period is as follows: (continued) Note: A summary of the Company’s reserves is as follows:

    Information about the statement of financial position of the Company at the end of the reporting period is as follows: (continued) Note: A summary of the Company’s reserves is as follows:

    Information about the statement of financial position of the Company at the end of the reporting period is as follows: (continued) Note: A summary of the Company’s reserves is as follows:

    Information about the statement of financial position of the Company at the end of the reporting period is as follows: (continued) Note: A summary of the Company’s reserves is as follows:

    Information about the statement of financial position of the Company at the end of the reporting period is as follows: (continued) Note: A summary of the Company’s reserves is as follows:

    Information about the statement of financial position of the Company at the end of the reporting period is as follows: (continued) Note: A summary of the Company’s reserves is as follows:

    Information about the statement of financial position of the Company at the end of the reporting period is as follows: (continued) Note: A summary of the Company’s reserves is as follows:

    Information about the statement of financial position of the Company at the end of the reporting period is as follows: (continued) Note: A summary of the Company’s reserves is as follows:

    Information about the statement of financial position of the Company at the end of the reporting period is as follows: (continued) Note: A summary of the Company’s reserves is as follows:

    Information about the statement of financial position of the Company at the end of the reporting period is as follows: (continued) Note: A summary of the Company’s reserves is as follows:

    Information about the statement of financial position of the Company at the end of the reporting period is as follows: (continued) Note: A summary of the Company’s reserves is as follows:

    Information about the statement of financial position of the Company at the end of the reporting period is as follows: (continued) Note: A summary of the Company’s reserves is as follows:

    Information about the statement of financial position of the Company at the end of the reporting period is as follows: (continued) Note: A summary of the Company’s reserves is as follows:

    Information about the statement of financial position of the Company at the end of the reporting period is as follows: (continued) Note: A summary of the Company’s reserves is as follows:

    Information about the statement of financial position of the Company at the end of the reporting period is as follows: (continued) Note: A summary of the Company’s reserves is as follows:

    Information about the statement of financial position of the Company at the end of the reporting period is as follows: (continued) Note: A summary of the Company’s reserves is as follows:

    Information about the statement of financial position of the Company at the end of the reporting period is as follows: (continued) Note: A summary of the Company’s reserves is as follows:

    Information about the statement of financial position of the Company at the end of the reporting period is as follows: (continued) Note: A summary of the Company’s reserves is as follows:

    Information about the statement of financial position of the Company at the end of the reporting period is as follows: (continued) Note: A summary of the Company’s reserves is as follows:

    Information about the statement of financial position of the Company at the end of the reporting period is as follows: (continued) Note: A summary of the Company’s reserves is as follows:

    Information about the statement of financial position of the Company at the end of the reporting period is as follows: (continued) Note: A summary of the Company’s reserves is as follows:

    Information about the statement of financial position of the Company at the end of the reporting period is as follows: (continued) Note: A summary of the Company’s reserves is as follows:

    Information about the statement of financial position of the Company at the end of the reporting period is as follows: (continued) Note: A summary of the Company’s reserves is as follows:

    Information about the statement of financial position of the Company at the end of the reporting period is as follows: (continued) Note: A summary of the Company’s reserves is as follows:

    Information about the statement of financial position of the Company at the end of the reporting period is as follows: (continued) Note: A summary of the Company’s reserves is as follows:

    Information about the statement of financial position of the Company at the end of the reporting period is as follows: (continued) Note: A summary of the Company’s reserves is as follows:

    Information about the statement of financial position of the Company at the end of the reporting period is as follows: (continued) Note: A summary of the Company’s reserves is as follows:

    Information about the statement of financial position of the Company at the end of the reporting period is as follows: (continued) Note: A summary of the Company’s reserves is as follows:

    Information about the statement of financial position of the Company at the end of the reporting period is as follows: (continued) Note: A summary of the Company’s reserves is as follows:

    Information about the statement of financial position of the Company at the end of the reporting period is as follows: (continued) Note: A summary of the Company’s reserves is as follows:

    Information about the statement of financial position of the Company at the end of the reporting period is as follows: (continued) Note: A summary of the Company’s reserves is as follows:

    Information about the statement of financial position of the Company at the end of the reporting period is as follows: (continued) Note: A summary of the Company’s reserves is as follows:

    Information about the statement of financial position of the Company at the end of the reporting period is as follows: (continued) Note: A summary of the Company’s reserves is as follows:

    Information about the statement of financial position of the Company at the end of the reporting period is as follows: (continued) Note: A summary of the Company’s reserves is as follows:

    Information about the statement of financial position of the Company at the end of the reporting period is as follows: (continued) Note: A summary of the Company’s reserves is as follows:

    Information about the statement of financial position of the Company at the end of the reporting period is as follows: (continued) Note: A summary of the Company’s reserves is as follows:

    Information about the statement of financial position of the Company at the end of the reporting period is as follows: (continued) Note: A summary of the Company’s reserves is as follows:

    Information about the statement of financial position of the Company at the end of the reporting period is as follows: (continued) Note: A summary of the Company’s reserves is as follows:

    Information about the statement of financial position of the Company at the end of the reporting period is as follows: (continued) Note: A summary of the Company’s reserves is as follows:

    Information about the statement of financial position of the Company at the end of the reporting period is as follows: (continued) Note: A summary of the Company’s reserves is as follows:

    Information about the statement of financial position of the Company at the end of the reporting period is as follows: (continued) Note: A summary of the Company’s reserves is as follows:

    Information about the statement of financial position of the Company at the end of the reporting period is as follows: (continued) Note: A summary of the Company’s reserves is as follows:

    Information about the statement of financial position of the Company at the end of the reporting period is as follows: (continued) Note: A summary of the Company’s reserves is as follows:

    Information about the statement of financial position of the Company at the end of the reporting period is as follows: (continued) Note: A summary of the Company’s reserves is as follows:

    Information about the statement of financial position of the Company at the end of the reporting period is as follows: (continued) Note: A summary of the Company’s reserves is as follows:

    Information about the statement of financial position of the Company at the end of the reporting period is as follows: (continued) Note: A summary of the Company’s reserves is as follows:

    Information about the statement of financial position of the Company at the end of the reporting period is as follows: (continued) Note: A summary of the Company’s reserves is as follows:

    Information about the statement of financial position of the Company at the end of the reporting period is as follows: (continued) Note: A summary of the Company’s reserves is as follows:

    Information about the statement of financial position of the Company at the end of the reporting period is as follows: (continued) Note: A summary of the Company’s reserves is as follows:

    Information about the statement of financial position of the Company at the end of the reporting period is as follows: (continued) Note: A summary of the Company’s reserves is as follows:

    Information about the statement of financial position of the Company at the end of the reporting period is as follows: (continued) Note: A summary of the Company’s reserves is as follows:

    Information about the statement of financial position of the Company at the end of the reporting period is as follows: (continued) Note: A summary of the Company’s reserves is as follows:

    Information about the statement of financial position of the Company at the end of the reporting period is as follows: (continued) Note: A summary of the Company’s reserves is as follows:

    Information about the statement of financial position of the Company at the end of the reporting period is as follows: (continued) Note: A summary of the Company’s reserves is as follows:

    Information about the statement of financial position of the Company at the end of the reporting period is as follows: (continued) Note: A summary of the Company’s reserves is as follows:

    Information about the statement of financial position of the Company at the end of the reporting period is as follows: (continued) Note: A summary of the Company’s reserves is as follows:

    Information about the statement of financial position of the Company at the end of the reporting period is as follows: (continued) Note: A summary of the Company’s reserves is as follows:

    Information about the statement of financial position of the Company at the end of the reporting period is as follows: (continued) Note: A summary of the Company’s reserves is as follows:

    Information about the statement of financial position of the Company at the end of the reporting period is as follows: (continued) Note: A summary of the Company’s reserves is as follows:

    Information about the statement of financial position of the Company at the end of the reporting period is as follows: (continued) Note: A summary of the Company’s reserves is as follows:

    Information about the statement of financial position of the Company at the end of the reporting period is as follows: (continued) Note: A summary of the Company’s reserves is as follows:

    Information about the statement of financial position of the Company at the end of the reporting period is as follows: (continued) Note: A summary of the Company’s reserves is as follows:

    Information about the statement of financial position of the Company at the end of the reporting period is as follows: (continued) Note: A summary of the Company’s reserves is as follows:

    Information about the statement of financial position of the Company at the end of the reporting period is as follows: (continued) Note: A summary of the Company’s reserves is as follows:

    Information about the statement of financial position of the Company at the end of the reporting period is as follows: (continued) Note: A summary of the Company’s reserves is as follows:

    Information about the statement of financial position of the Company at the end of the reporting period is as follows: (continued) Note: A summary of the Company’s reserves is as follows:

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