香港交易及結算所有限公司及香港聯合交易所有限公司對本公佈的內容概不負責，對其準確性 或完整性亦不發表任何聲明，並明確表示，概不對因本公佈全部或任何部份內容而產生或因倚 賴該等內容而引致之任何損失承擔任何責任。 (1)董事變更 及 (2)董事委員會組成變更 天安卓健有限公司（「本公司」，連同其附屬公司統稱「本集團」）董事（「董事」）會 （「董事會」）欣然宣佈：- (1) 董事變更 (i) 董事辭任 張健先生（「張先生」）已辭任本公司獨立非執行董事（「獨立非執行董事」）及 本公司審核委員會、提名委員會及薪酬委員會各自之成員，自二零二四年十二月三 十日起生效，以投入更多時間於其他事務。 張先生確認彼與董事會概無意見分歧，亦不知悉任何有關彼辭任之事宜而須予提呈 本公司股東（「股東」）及香港聯合交易所有限公司（「聯交所」）垂注。 張先生自二零零六年起擔任本公司董事。董事會藉此機會就張先生於其任期內向本 公司作出之寶貴的指導及貢獻向彼致以誠摯感謝。 曹先生之履歷載列如下： 曹先生，現年四十九歲，持有華東政法大學法學學士學位及復旦大學法律碩 士學位。曹先生現為上海瀚元律師事務所管理合伙人及中國海事仲裁委員會 仲裁員。曹先生 ...

[Company Information](index=4&type=section&id=Company%20Information) The report provides essential corporate governance and operational details, including board composition, committee structures, and key service providers - The report provides basic corporate governance and operational information, including the composition of the company's board of directors, various committees (audit, nomination, remuneration), principal bankers, registered office, company secretary, auditor, and share registrar[7](index=7&type=chunk)[8](index=8&type=chunk) [Financial Statements](index=6&type=section&id=Financial%20Statements) [Condensed Consolidated Statement of Profit or Loss](index=6&type=section&id=Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss) For the six months ended June 30, 2024, the Group's total revenue increased by approximately **8%** to **HKD 822 million**, with operating profit surging **85%** to **HKD 61.79 million**, driven by higher gross profit and reduced administrative expenses, leading to a **5-fold increase** in profit for the period to **HKD 29.08 million** and **HKD 21.66 million** attributable to owners of the company Condensed Consolidated Statement of Profit or Loss Summary | Metric | For the six months ended June 30, 2024 (HKD Thousands) | For the six months ended June 30, 2023 (HKD Thousands) | Year-on-year Change | | :--- | :--- | :--- | :--- | | Revenue | 821,529 | 760,951 | +8.0% | | Gross Profit | 183,001 | 149,567 | +22.4% | | Operating Profit | 61,792 | 33,362 | +85.2% | | Finance Costs | (15,707) | (26,520) | -40.8% | | Profit Before Tax | 46,085 | 6,842 | +573.6% | | Profit for the Period | 29,081 | 4,604 | +531.6% | | Profit Attributable to Owners of the Company | 21,659 | 1,310 | +1553.4% | | Basic Earnings Per Share | 1.99 HK cents | 0.17 HK cents | +1070.6% | [Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=8&type=section&id=Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) The Group reported total comprehensive income of **HKD 29.08 million** for the period, a significant turnaround from a **HKD 16.87 million** loss in the prior year, primarily due to the absence of substantial exchange differences loss this period Total Comprehensive Income Movement | Metric | For the six months ended June 30, 2024 (HKD Thousands) | For the six months ended June 30, 2023 (HKD Thousands) | | :--- | :--- | :--- | | Profit for the Period | 29,081 | 4,604 | | Exchange differences arising from translation of overseas operations | – | (21,478) | | **Total Comprehensive Income for the Period** | **29,081** | **(16,874)** | [Condensed Consolidated Statement of Financial Position](index=9&type=section&id=Condensed%20Consolidated%20Statement%20of%20Financial%20Position) As of June 30, 2024, the Group's total assets were approximately **HKD 3.48 billion**, largely stable compared to year-end 2023, while net assets slightly increased to **HKD 1.89 billion**, and notably, net current assets improved **43%** from **HKD 216 million** to **HKD 309 million**, despite total borrowings rising from **HKD 760 million** to **HKD 804 million** Condensed Consolidated Statement of Financial Position Summary | Metric | June 30, 2024 (HKD Thousands) | December 31, 2023 (HKD Thousands) | Change | | :--- | :--- | :--- | :--- | | **Non-current Assets** | **2,175,673** | **2,175,485** | **~0%** | | **Current Assets** | **1,305,644** | **1,360,768** | **-4.1%** | | **Total Assets** | **3,481,317** | **3,536,253** | **-1.6%** | | **Current Liabilities** | **996,215** | **1,144,872** | **-13.0%** | | **Non-current Liabilities** | **595,236** | **519,736** | **+14.5%** | | **Total Liabilities** | **1,591,451** | **1,664,608** | **-4.4%** | | **Net Assets** | **1,889,866** | **1,871,645** | **+1.0%** | | **Total Equity** | **1,889,866** | **1,871,645** | **+1.0%** | [Condensed Consolidated Statement of Cash Flows](index=13&type=section&id=Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) For the period, the Group's cash and cash equivalents decreased by **HKD 59.55 million**, with net cash outflow from operating activities of **HKD 11.67 million** contrasting with a **HKD 118 million** inflow last year, while investing activities resulted in a **HKD 71.05 million** outflow mainly for property, plant, and equipment additions, and financing activities generated a **HKD 23.18 million** inflow Condensed Consolidated Statement of Cash Flows Summary | Metric | For the six months ended June 30, 2024 (HKD Thousands) | For the six months ended June 30, 2023 (HKD Thousands) | | :--- | :--- | :--- | | Net cash from operating activities | (11,672) | 118,120 | | Net cash used in investing activities | (71,049) | (52,731) | | Net cash from financing activities | 23,176 | 162,633 | | **Net decrease in cash and cash equivalents** | **(59,545)** | **228,022** | | Cash and cash equivalents at beginning of period | 890,266 | 589,050 | | **Cash and cash equivalents at end of period** | **830,721** | **822,019** | [Notes to the Financial Statements](index=15&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) [Changes in Accounting Policies](index=16&type=section&id=3.%20Changes%20in%20accounting%20policy%20for%20measurement%20of%20land%20and%20buildings) The Group changed its accounting policy for land and buildings from revaluation to cost model, aligning with its holding company and industry practice, with retrospective application and restatement of 2023 comparative figures impacting various financial metrics including cost of goods and services, operating profit, profit for the period, and earnings per share - The Group changed the measurement method for land and buildings from fair value revaluation model to cost model, with retrospective adjustment for this accounting policy change[23](index=23&type=chunk) - This change resulted in the restatement of 2023 comparative operating profit from **HKD 29.32 million** to **HKD 33.36 million**, and profit for the period from **HKD 0.56 million** to **HKD 4.60 million**[24](index=24&type=chunk) [Revenue Analysis](index=21&type=section&id=4.%20Revenue) The Group's total revenue primarily derives from contracts with customers, with hospital fees and charges being the largest source, accounting for over **97%**, and the healthcare segment contributing the vast majority of revenue, all generated in China 2024 H1 Revenue Composition (HKD Thousands) | Revenue Source | Amount | Percentage | | :--- | :--- | :--- | | Hospital fees and charges | 800,390 | 97.4% | | Elderly care related services and sales of nutritional products | 17,789 | 2.2% | | Rental income | 3,350 | 0.4% | | **Total** | **821,529** | **100%** | Revenue from Contracts with Customers by Business Segment (HKD Thousands) | Business Segment | 2024 H1 | 2023 H1 | | :--- | :--- | :--- | | Healthcare | 800,390 | 733,887 | | Elderly Care | 17,789 | 22,445 | | Property Development | – | 130 | | **Total** | **818,179** | **756,462** | [Segment Information](index=26&type=section&id=5.%20Segment%20Information) The healthcare segment is the Group's core, contributing **HKD 800 million** in revenue and **HKD 82.25 million** in segment profit, while elderly care, property development, and property investment segments all reported losses, with healthcare also accounting for the majority of the Group's assets and liabilities 2024 H1 Segment Performance (HKD Thousands) | Segment | Revenue | Segment Profit/(Loss) | | :--- | :--- | :--- | | Healthcare | 800,390 | 82,250 | | Elderly Care | 18,942 | (25,735) | | Property Development | – | (4,210) | | Property Investment | 2,197 | (16,096) | | Financial Services | – | (13) | | Securities Trading and Investment | – | (363) | [Earnings Per Share](index=34&type=section&id=11.%20Earnings%20Per%20Share) Basic earnings per share for the period significantly increased to **1.99 HK cents** from **0.17 HK cents** (restated) in the prior year, primarily driven by a substantial rise in profit attributable to owners of the company, with no diluted earnings per share presented due to the absence of potential dilutive shares Basic Earnings Per Share Calculation | Metric | 2024 H1 | 2023 H1 (Restated) | | :--- | :--- | :--- | | Profit Attributable to Owners of the Company (HKD Thousands) | 21,659 | 1,310 | | Weighted average number of ordinary shares (Shares) | 1,086,005,457 | 758,959,038 | | **Basic Earnings Per Share** | **1.99 HK cents** | **0.17 HK cents** | [Borrowings](index=40&type=section&id=16.%20Borrowings) As of June 30, 2024, the Group's total borrowings increased to **HKD 804 million** from **HKD 760 million** at year-end 2023, with a notable rise in unsecured term loans, and approximately **35%** of borrowings maturing within one year and **54%** over two years Borrowings Composition and Repayment Schedule (HKD Thousands) | Type of Borrowing | June 30, 2024 | December 31, 2023 | | :--- | :--- | :--- | | Secured bank borrowings | 62,516 | 82,930 | | Unsecured bank borrowings | 366,923 | 355,692 | | Unsecured term loans | 374,725 | 321,428 | | **Total Borrowings** | **804,164** | **760,050** | | **Repayment Period** | | | | Within one year | 278,046 | 312,561 | | Over one year but within two years | 94,563 | 122,587 | | Over two years but within five years | 431,555 | 324,902 | [Litigation](index=50&type=section&id=23.%20Litigation) The Group's indirect wholly-owned subsidiary, Tongren Medical Industry Group Co., Ltd., received a writ of summons in July 2024 concerning a claim of approximately **RMB 143 million**, which the company, based on Chinese legal advice, believes to be without legal merit and not expected to materially impact the Group's operations or financial position - Subsidiary Tongren Medical faces a claim lawsuit of approximately **RMB 143 million**[84](index=84&type=chunk) - Company management, based on legal advice, believes the lawsuit will have no material impact on the Group's operations or financial position[84](index=84&type=chunk) [Auditor's Review Report](index=51&type=section&id=Review%20Report%20on%20Condensed%20Consolidated%20Interim%20Financial%20Statements) The auditor, BDO Limited, has reviewed the interim condensed consolidated financial statements and issued a standard unqualified review conclusion - BDO Limited, the auditor, has reviewed the interim condensed consolidated financial statements[85](index=85&type=chunk) - The review concluded that the auditor found no matters indicating the interim financial information was not prepared, in all material respects, in accordance with Hong Kong Accounting Standard 34 "Interim Financial Reporting," representing a standard unqualified review conclusion[88](index=88&type=chunk) [Management Discussion and Analysis](index=53&type=section&id=Management%20Discussion%20and%20Analysis) [Financial Performance Review](index=53&type=section&id=Financial%20Performance) In H1 2024, the Group's total revenue grew **7.47%** to **HKD 822 million**, with profit attributable to owners surging **15.5 times** to **HKD 21.66 million**, primarily driven by increased healthcare segment revenue, lower medical consumables and finance costs, partially offset by higher pharmaceutical costs and fair value losses on investment properties, resulting in basic earnings per share of **1.99 HK cents** - Profit attributable to owners increased **15.5 times** year-on-year, primarily driven by: - Increased operating revenue in the healthcare segment following the relaxation of COVID-19 controls in China - Reduced medical consumables costs - Increased bank deposit interest income - Decreased finance costs for borrowings in China[89](index=89&type=chunk) Key Financial Indicators | Metric | 2024 H1 | 2023 H1 (Restated) | | :--- | :--- | :--- | | Total Revenue | HKD 822 million | HKD 764 million | | Profit Attributable to Owners | HKD 21.66 million | HKD 1.31 million | | Basic Earnings Per Share | 1.99 HK cents | 0.17 HK cents | [Business Review](index=53&type=section&id=Business%20Review) The Group primarily engages in healthcare, elderly care, property investment and development, securities investment, and financial services, with the healthcare segment showing strong performance as the main growth engine, while the elderly care segment faced intensified competition, and property and investment-related businesses performed weakly [Healthcare Segment](index=54&type=section&id=Healthcare%20Segment) The healthcare segment's revenue grew to **HKD 800 million** and profit rose to **HKD 82.25 million**, with Nanjing and Kunming hospitals making progress in research, specialty development, and market expansion despite DRGs payment reform challenges, and Kunming Hospital Phase II main construction completed, laying a foundation for future growth Healthcare Segment Financial Performance (HKD Thousands) | Metric | 2024 H1 | 2023 H1 (Restated) | | :--- | :--- | :--- | | Revenue | 800,390 | 733,887 | | Profit | 82,250 | 34,638 | | EBITDA | 137,731 | 95,033 | - The main construction of Kunming Hospital Phase II (including the comprehensive inpatient building, oncology and nuclear medicine building, and rehabilitation medicine building) has been completed, and preparations for interior decoration tendering have begun[97](index=97&type=chunk) [Elderly Care Segment](index=60&type=section&id=Elderly%20Care%20Segment) The elderly care segment's revenue fell to **HKD 18.94 million** and loss expanded to **HKD 25.74 million**, primarily due to property sales no longer being a main driver and increased competition leading to member attrition in community operations, with the segment now focusing on stable operations and efficiency improvement Elderly Care Segment Financial Performance (HKD Thousands) | Metric | 2024 H1 | 2023 H1 (Restated) | | :--- | :--- | :--- | | Revenue | 18,942 | 22,952 | | Loss | (25,735) | (17,969) | [Property Development and Investment](index=62&type=section&id=Property%20Development%20and%20Investment) The property development segment reported no revenue and a **HKD 4.21 million** loss for the period, while the property investment segment had **HKD 2.20 million** in rental income but a **HKD 9.13 million** fair value loss on investment properties, resulting in a **HKD 6.10 million** loss Property-Related Segment Financial Performance (HKD Thousands) | Segment | Revenue | Profit/(Loss) | | :--- | :--- | :--- | | Property Development | – | (4,210) | | Property Investment | 2,197 | (6,096) | [Securities Trading and Investment](index=62&type=section&id=Securities%20Trading%20and%20Investment) The securities trading and investment business generated no revenue and incurred a **HKD 0.363 million** loss for the period, primarily from fair value losses on investments held for trading, with the portfolio's carrying value at period-end being **HKD 6.30 million**, mainly invested in Hong Kong-listed companies in the property and construction sectors Investments Held for Trading Portfolio (HKD Thousands) | Item | June 30, 2024 Carrying Value | | :--- | :--- | | **By Region** | | | Hong Kong | 4,579 | | Australia | 1,278 | | Philippines | 441 | | **By Industry** | | | Property and Construction | 5,304 | | Other | 994 | | **Total** | **6,298** | [Financial Resources and Risk Management](index=66&type=section&id=Financial%20Resources%2C%20Borrowings%2C%20Capital%20Structure%20and%20Exchange%20Rate%20Fluctuation%20Risks) As of June 30, 2024, the Group's gearing ratio (net borrowings/total equity) was approximately **-2.4%**, indicating a net cash position and sound financial health, with total borrowings of **HKD 804 million**, and the Group will closely monitor foreign exchange risk as assets, liabilities, and transactions are primarily denominated in HKD and RMB Financial Position Summary | Metric | June 30, 2024 | December 31, 2023 | | :--- | :--- | :--- | | Total Borrowings | HKD 804 million | HKD 760 million | | Gearing Ratio | -2.4% | -8.7% | | Total Assets Pledged | HKD 626 million | HKD 670 million | - Net proceeds of approximately **HKD 309 million** from the rights issue in June 2023, earmarked for Kunming Hospital Phase II development, remained unutilized as of the reporting period end[114](index=114&type=chunk) [Outlook](index=69&type=section&id=Outlook) Facing a challenging macro environment, the Group will adopt a cautious approach, focusing on "cost control, energy saving, development, and efficiency enhancement," with the healthcare segment promoting specialized disciplines for new growth drivers, the elderly care segment exploring integrated medical-elderly care models and smart health platforms, and the Group continuously reviewing and adjusting business and investment strategies to create shareholder value - **Healthcare Segment Outlook:** - Strengthen process control and enhance operational efficiency to cope with external impacts - Introduce experts to develop specialized disciplines and disease centers (e.g., endoscopy centers, oncology departments) - Develop high-end medical services to create new business growth engines[122](index=122&type=chunk)[123](index=123&type=chunk) - **Elderly Care Segment Outlook:** - Build a smart health and elderly care big data platform and medical-elderly care supply chain - Explore integrated medical-elderly care business models and engage in businesses like senior universities to cultivate potential clients - Enhance marketing and operational efficiency of nursing hospitals, focusing on dementia care specialties[124](index=124&type=chunk)[125](index=125&type=chunk) - **Overall Strategy:** - The Group plans to adopt a cautious approach in a challenging business environment - Closely review and adjust business and investment strategies to adapt to the economic landscape and create higher value for shareholders[126](index=126&type=chunk) [Directors' and Shareholders' Interests](index=72&type=section&id=Directors%27%20and%20Shareholders%27%20Interests) [Directors' and Major Shareholders' Interests](index=72&type=section&id=Directors%27%20Interests) The report details the shareholdings of directors and major shareholders, with Mr. Li Cheng Hui deemed to hold **51.20%** of the company's shares through his interest in the ultimate holding company, United Asia Finance Limited, and other major shareholders including Tsinghua Tongfang Co., Ltd. (**18.42%**), China Minsheng Investment Corp., Ltd. (**9.21%**), and Ms. Chong Shun Yee (**8.98%**) Major Shareholders' Shareholding (as of June 30, 2024) | Shareholder Name | Capacity/Relationship | Number of Shares Held | Approximate Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Mr. Li Cheng Hui | Held by controlled corporations (through United Asia Finance and Tian An) | 556,097,010 | 51.20% | | Tsinghua Tongfang Co., Ltd. | Held by controlled corporations | 200,000,000 | 18.42% | | China Minsheng Investment Corp., Ltd. | Held by controlled corporations | 100,000,000 | 9.21% | | Ms. Chong Shun Yee | Held by controlled corporations | 97,514,540 | 8.98% | [Corporate Governance and Other Information](index=77&type=section&id=Corporate%20Governance%20and%20Other%20Information) The company complied with the Listing Rules' Corporate Governance Code during the reporting period, with the audit committee reviewing the interim report and no share buybacks, sales, or redemptions occurring - The company complied with the Corporate Governance Code in the Listing Rules during the reporting period[136](index=136&type=chunk) - The Audit Committee has reviewed this interim report and the unaudited condensed consolidated interim financial statements[139](index=139&type=chunk) - During the reporting period, neither the company nor any of its subsidiaries repurchased, sold, or redeemed any of the company's shares[140](index=140&type=chunk)

[Clarification Announcement](index=1&type=section&id=%E6%BE%84%E6%B8%85%E5%85%AC%E4%BD%88) This announcement corrects a clerical error in segment asset data from the previously published interim results [Purpose and Background of the Announcement](index=1&type=section&id=%E5%85%AC%E5%91%8A%E7%9B%AE%E7%9A%84%E4%B8%8E%E8%83%8C%E6%99%AF) This announcement corrects a clerical error regarding segment asset data in the interim results for the six months ended June 30, 2024 - This announcement serves to clarify the unaudited interim results announcement published on August 2, 2024[1](index=1&type=chunk) - The company identified an inadvertent clerical error in the "Segment assets and liabilities" section, resulting in **incorrect segment asset data**[1](index=1&type=chunk) [Details of Financial Data Correction](index=1&type=section&id=%E8%B4%A2%E5%8A%A1%E6%95%B0%E6%8D%AE%E6%9B%B4%E6%AD%A3%E8%AF%A6%E6%83%85) The correction reallocates asset values between the Healthcare and Elderly care segments for two reporting periods, with no change to total group assets Comparison of Segment Asset Data Before and After Correction | Segment | Reporting Date | Before Correction (HK$) | After Correction (HK$) | | :--- | :--- | :--- | :--- | | **Healthcare segment** | **June 30, 2024** | 1,701,044,000 | **1,822,738,000** | | **Elderly care segment** | **June 30, 2024** | 797,197,000 | **675,503,000** | | **Healthcare segment** | **December 31, 2023** | 1,762,872,000 | **1,865,838,000** | | **Elderly care segment** | **December 31, 2023** | 790,948,000 | **687,982,000** | [Other Information](index=1&type=section&id=%E5%85%B6%E4%BB%96%E4%BF%A1%E6%81%AF) All other information in the original interim announcement remains unchanged, and the current Board of Directors is listed - Except for the aforementioned corrections, all other information in the original interim results announcement remains unchanged[1](index=1&type=chunk) - The announcement lists the Board of Directors as of the announcement date, comprising executive, non-executive, and independent non-executive directors[2](index=2&type=chunk)

香港交易及結算所有限公司及香港聯合交易所有限公司對本公佈的內容概不負責，對其準確 性或完整性亦不發表任何聲明，並明確表示，概不就因本公佈全部或任何部份內容而產生或 因倚賴該等內容而引致之任何損失承擔任何責任。 MEDICARE （於百慕達註冊成立之有限公司） （股份代號：383） 截至二零二四年六月三十日止六個月 之未經審核中期業績 天安卓健有限公司（「本公司」）之董事會（分別為「董事」及「董事會」）謹此宣佈， 本公司及其附屬公司（「本集團」）截至二零二四年六月三十日止六個月之未經 審核綜合業績連同二零二三年度同期之比較數字如下： 簡明綜合損益表 截至二零二四年六月三十日止六個月 | --- | --- | --- | --- | |----------------------------------------|-------|-------------------------------------------------------------|-------------------------------------------| | | 附註 | 截至六月三十日止六個月 \n二零二四年 千港元 （未 ...

Financial Performance - The total revenue for the year ended December 31, 2023, was HKD 1,572,305,000, representing an increase of approximately 9.35% compared to HKD 1,437,863,000 for the year ended December 31, 2022[9]. - The company reported a profit attributable to owners of HKD 11,295,000, a significant recovery from a loss of HKD 123,574,000 in the previous year[9]. - The basic earnings per share for the year was HKD 0.0122, compared to a basic loss per share of HKD 0.1694 in the previous year[9]. - The healthcare segment recorded revenue growth to HKD 1,521,859,000, up from HKD 1,382,134,000 in the previous year, with profit rising to HKD 85,839,000 from HKD 12,828,000[15]. - The EBITDA for the healthcare segment was HKD 202,095,000, compared to HKD 143,774,000 in the previous year[15]. - The revenue of the elderly care segment decreased to HKD 41,716,000 for the year ended December 31, 2023, down from HKD 49,787,000 in 2022, with a loss of HKD 46,684,000 compared to HKD 51,169,000 in the previous year[28]. - The property development segment's revenue fell to HKD 125,000 in 2023 from HKD 732,000 in 2022, with a loss reduced to HKD 2,065,000 from HKD 24,329,000[33]. - Rental income from investment properties was HKD 5,124,000 in 2023, slightly down from HKD 5,188,000 in 2022, with a profit of HKD 4,481,000 compared to a loss of HKD 9,397,000 in the previous year[34]. - The securities trading and investment segment recorded revenue of HKD 3,481,000 in 2023, down from HKD 22,000 in 2022, with a loss of HKD 2,009,000 compared to HKD 2,594,000 in the previous year[36]. Dividends and Shareholder Value - The company proposed a final dividend of HKD 0.01 per share, totaling approximately HKD 10,860,055, compared to no dividend in the previous year[11]. - The net asset value per share attributable to shareholders was HKD 1.72, down from HKD 2.15 in the previous year[10]. - The company proposed a share consolidation, merging every 20 existing shares into 1 new share with a par value of HKD 0.01, effective February 24, 2023[50]. - The company raised approximately HKD 318.6 million through a rights issue, issuing 362,001,819 shares at a subscription price of HKD 0.88 per share, with net proceeds of about HKD 309.3 million after expenses[52]. Healthcare Services Expansion - The company plans to continue expanding its healthcare services in response to the recovering demand post-pandemic[15]. - The company is focused on enhancing its investment and management capabilities in the healthcare sector, including potential new technologies and market expansion strategies[14]. - Nanjing Hospital established an allergy disease specialty clinic, improving its comprehensive treatment services[19]. - Nanjing Hospital completed the online payment system for medical insurance, significantly reducing patient wait times[19]. - Kunming Hospital plans to expand its key departments, including pathology and oncology, with a physical space adjustment of no less than 300 square meters and the recruitment of 5 staff members for pathology[70]. - The outpatient department will develop specialized services in ophthalmology, ENT, and dental care, focusing on high-value customer segments and personalized care[76]. - The group aims to strengthen its existing comprehensive medical services and traditional specialty areas such as ENT, ophthalmology, cardiology, and gynecology while diversifying into the health sector to enhance its competitive advantage[79]. Operational Efficiency and Cost Control - The company has implemented cost control measures, including optimizing the structure and pricing of medical supplies to reduce costs[30]. - The group will continue to maintain a cautious approach, focusing on improving operational efficiency, controlling costs, and strengthening its medical and technical teams amid a challenging economic environment[82]. - The group aims to create a high-quality, high-margin service system to effectively supplement basic medical services through the development of commercial insurance business and high-end customer membership operations[80]. Staffing and Human Resources - The company employed 2,599 staff as of December 31, 2023, an increase from 2,577 in the previous year[61]. - The elderly care business faced operational challenges, with a 30% average reduction in staff post-pandemic, leading to intensified competition[30]. - The nursing division plans to strengthen marketing efforts and establish referral partnerships with local hospitals and nursing homes to increase occupancy rates[78]. Governance and Corporate Structure - The board consists of ten members, including three executive directors, three non-executive directors, and four independent non-executive directors[161]. - The company has established six committees, including the Executive Committee and the Investment Committee, to assist in governance and oversight[179]. - The company has adopted a compensation policy for employees based on merit, qualifications, and capabilities, with the remuneration committee determining the pay for directors and senior management[146]. - The company has complied with the corporate governance code as per the Hong Kong Stock Exchange rules, ensuring high standards of corporate governance[158]. - The company has established a whistleblower policy to allow employees and stakeholders to report concerns anonymously regarding potential misconduct[199]. Shareholder Information - As of December 31, 2023, Mr. Li Chenghui holds 556,022,010 shares, representing 51.19% of the total issued shares of the company[129]. - The major shareholders include Mr. Li Chenghui, Ms. Li Shuhui, and Mr. Li Chenghuang, each holding 556,022,010 shares, equating to 51.19%[138]. - The company has a total of 1,086,005,457 shares issued as of December 31, 2023, with major shareholders holding approximately 8.98% each[140]. Future Outlook and Strategic Initiatives - The group is advancing the second phase of the Kunming Hospital project, focusing on the development of oncology and nuclear medicine disciplines as a strategic initiative[82]. - The group intends to establish an international department within hospitals to collaborate on high-end medical services, enhancing its service offerings[80]. - The group will review and adjust its business and investment policies to adapt to the challenging economic and investment environment in China, Hong Kong, and the Asia-Pacific region[82].

Bank Borrowings - The group's secured bank borrowings have been revised from HKD 137,216,000 to HKD 82,930,000[1] - The group's unsecured bank borrowings have been revised from HKD 301,406,000 to HKD 355,692,000[1]

Financial Performance - The company reported a net profit of HKD 20,492,000 for the year ending December 31, 2023, compared to a loss of HKD 119,145,000 in the previous year[18]. - Basic earnings per share improved to HKD 1.22 from a loss of HKD 16.94 per share year-over-year[4]. - Total comprehensive income for the year was HKD 22,192,000, a significant recovery from a total comprehensive loss of HKD 138,397,000 in the prior year[6]. - The company recorded a tax expense of HKD 15,077,000 for the year 2023, significantly higher than HKD 1,463,000 in 2022[7]. - The company reported a profit attributable to shareholders of HKD 11.295 million for 2023, a significant recovery from a loss of HKD 123.574 million in 2022[84]. - Total revenue for the group reached HKD 1,572,305,000, an increase of approximately 9.35% from HKD 1,437,863,000 in 2022, with a profit attributable to shareholders of HKD 11,295,000, recovering from a loss of HKD 123,574,000 in the previous year[107]. - The group recorded revenue growth to HKD 1,521,859,000 for the medical segment, up from HKD 1,382,134,000 in 2022, and profit increased to HKD 85,839,000 from HKD 12,828,000 in 2022[97]. - The gross profit for the year was HKD 286,220,000, compared to HKD 265,556,000 in the previous year, reflecting a positive trend in profitability[145]. Revenue Sources - The company recognized government grants of HKD 10,125,000, up from HKD 5,521,000 in the previous year, primarily related to hospital operations in China[37]. - The company’s revenue from bank deposits increased to HKD 24,466,000 from HKD 3,806,000 year-over-year[37]. - The company's income from property development decreased to HKD 125,000 in 2023, down from HKD 732,000 in 2022, with losses reduced to HKD 2,065,000 from HKD 24,329,000[59]. - Rental income from investment properties in Hong Kong and China was HKD 5,124,000 in 2023, slightly down from HKD 5,188,000 in 2022, while profit increased to HKD 4,481,000 from a loss of HKD 9,397,000[62]. - The group's elder care division reported a revenue decline to HKD 41,716,000 for the year ended December 31, 2023, down from HKD 49,787,000 in 2022, with a loss of HKD 46,684,000 compared to HKD 51,169,000 in 2022[77]. Investment and Assets - The carrying value of the investment property portfolio increased to HKD 207,920,000 in 2023, compared to HKD 207,003,000 in 2022[62]. - The value of development properties available for sale decreased to HKD 36,826,000 in 2023 from HKD 38,204,000 in 2022[59]. - The group’s non-current assets as of December 31, 2023, amounted to HKD 2,256,627,000, an increase from HKD 2,199,101,000 in 2022[139]. - The company’s investment properties decreased to HKD 545,920,000 in 2023 from HKD 557,089,000 in 2022, a decline of approximately 2.2%[160]. - The company’s total assets as of December 31, 2023, amounted to HKD 3,617,395,000, up from HKD 3,232,534,000 in 2022, reflecting an increase of approximately 11.9%[160]. Liabilities and Financial Position - Total borrowings reached HKD 760,050,000 as of December 31, 2023, down from HKD 933,603,000 in 2022, indicating a reduction in leverage[140]. - The company’s total liabilities decreased to HKD 2,256,627,000 in 2023 from HKD 2,199,101,000 in 2022, reflecting a decrease of approximately 2.6%[160]. - Current liabilities increased to HKD 1,144,872 thousand in 2023 from HKD 1,130,718 thousand in 2022, reflecting a growth of 1.9%[165]. - The debt ratio, calculated as net borrowings divided by total equity, was approximately -8.6% as of December 31, 2023, compared to 20.2% in 2022, indicating a strong improvement in financial leverage[150]. Operational Developments - The company plans to continue expanding its operations in China, focusing on property development and financial services[15]. - The company is evaluating the impact of new accounting standards on its financial reporting, with no significant effects anticipated at this time[13]. - The company has initiated a share consolidation, merging every 20 existing shares into 1 new share, effective February 24, 2023[141]. - The company has not repurchased any shares during the review year, maintaining its capital structure[142]. - The company plans to expand its service offerings into preventive medicine and rehabilitation, aiming to enhance its healthcare service coverage[173]. Future Plans and Strategies - The company plans to advance the construction of key specialties at Kunming Hospital, including pathology, oncology, and rehabilitation medicine, with a physical space adjustment of no less than 300 square meters and a reserve of 5 personnel for the pathology department[183]. - The company aims to establish multiple medical alliances and introduce renowned ophthalmology experts at Nanjing Renshan Comprehensive Outpatient Clinic, enhancing its service offerings in the ophthalmology market[189]. - The company will strengthen marketing efforts in 2024, establishing referral partnerships with surrounding hospitals and community health service centers to increase occupancy rates in nursing homes and elderly care facilities[190]. - The company is committed to advancing the second phase of Kunming Hospital, focusing on the development of oncology and nuclear medicine disciplines, which are strategic projects for the company[192]. - The company plans to enhance the operational strategy of surgical departments at Nanjing Hospital by inviting experts from top hospitals to provide services, thereby improving surgical skills and patient care[194].

Financial Performance - The company reported a loss of HKD 1,755,000 for the six months ended June 30, 2023, compared to a loss of HKD 43,902,000 for the same period in 2022, indicating a significant improvement [122]. - The total comprehensive income for the period was a loss of HKD 8,824 thousand, compared to a loss of HKD 64,389 thousand in the same period of 2022, showing a reduction in losses [27]. - The net profit for the period was HKD 564 thousand, recovering from a net loss of HKD 39,810 thousand in the previous year [27]. - The loss attributable to shareholders decreased to HKD 1,755,000, a reduction of approximately 96.0% from HKD 43,902,000 in the first half of 2022, primarily due to increased operating income in the medical segment and reduced costs of medical consumables [191]. Revenue Growth - For the six months ended June 30, 2023, the total revenue was HKD 764,419 thousand, an increase from HKD 736,020 thousand in the same period of 2022, representing a growth of approximately 3.5% [25]. - Total revenue for the six months ended June 30, 2023, was HKD 760,951,000, an increase from HKD 736,020,000 for the same period in 2022, representing a growth of approximately 3.4% [52]. - The total revenue from customer contracts for the six months ended June 30, 2023, was HKD 756,462,000, compared to HKD 732,685,000 in 2022, reflecting an overall increase of approximately 3.2% [98]. - Revenue from medical services amounted to HKD 733,887,000, with significant contributions from inpatient services (HKD 270,415,000) and outpatient services (HKD 218,650,000) [65]. Segment Performance - The healthcare segment reported a profit of HKD 32,329,000, while the elderly care segment incurred a loss of HKD 19,296,000, indicating a significant performance disparity across segments [52]. - The medical division's business volume increased, with Nanjing Hospital recording a total of 495,229 outpatient visits and 16,203 inpatient admissions, compared to 1,340,016 outpatient visits and 13,536 inpatient admissions in 2022 [198]. - The nursing division's revenue decreased to HKD 22,952,000, down from HKD 27,852,000 in 2022, with a loss of HKD 19,296,000 compared to HKD 17,055,000 in the previous year [198]. Asset and Liability Management - Total assets less current liabilities increased to HKD 2,283,798,000 from HKD 2,101,816,000, representing a growth of approximately 8.6% [16]. - The net asset value rose to HKD 1,879,327,000, up from HKD 1,578,859,000, indicating an increase of about 19% [16]. - Total liabilities increased to HKD 1,559,732,000 as of June 30, 2023, compared to HKD 1,645,658,000 as of December 31, 2022, indicating a slight reduction in overall liabilities [37]. - As of June 30, 2023, the total accounts payable amounted to HKD 514,248,000, an increase from HKD 419,705,000 as of December 31, 2022 [131]. Cash Flow and Financing - The net cash generated from financing activities was HKD 162,633 thousand, significantly up from HKD 25,964 thousand in the previous year [21]. - The cash flow from operating activities was HKD 118,120 thousand, a significant recovery from a cash outflow of HKD 8,391 thousand in the same period last year [33]. - The company’s cash and cash equivalents increased to HKD 6,113,000 from HKD 836,000, marking a substantial rise of over 630% [5]. - The total borrowings of the group as of June 30, 2023, amounted to HKD 756,698,000, a decrease from HKD 933,603,000 as of December 31, 2022 [156]. Investment and Development - The company recognized a fair value gain of HKD 6,203,000 on investment properties, which was not recorded in the previous year [5]. - The company did not acquire or dispose of any investment properties during the six months ended June 30, 2023, but reported an investment property addition of HKD 3,710,000 [105]. - The company’s investment in medical equipment amounted to HKD 54,689,000 as of June 30, 2023, compared to HKD 42,400,000 in the previous year, representing an increase of approximately 29.0% [161]. - The group plans to use the net proceeds of HKD 309,292,000 from the rights issue for the development of the second phase of Kunming Hospital [138]. Taxation - The company did not recognize any Hong Kong profits tax provision due to sufficient tax losses carried forward to offset taxable profits [69]. - The effective corporate income tax rate for subsidiaries in China is 25%, with a withholding tax rate of 10% on dividends paid to foreign investors, potentially reduced to 5% under certain conditions [70]. Operational Strategies - The company plans to continue focusing on market expansion and new product development to enhance revenue streams in the upcoming periods [52]. - The group plans to strengthen communication with long-term care insurance institutions to improve occupancy rates in the nursing division [199]. - The group continues to enhance its operational strategies in response to the ongoing impact of the pandemic on the nursing division [199].

Financial Performance - The company's revenue for the six months ended June 30, 2023, was HKD 760,951,000, representing an increase of 3.1% compared to HKD 736,020,000 for the same period in 2022[8]. - The total comprehensive income for the period was a loss of HKD 8,824,000, compared to a loss of HKD 64,389,000 in the previous year, indicating a significant improvement[5]. - The net profit for the period was HKD 564,000, a recovery from a loss of HKD 39,810,000 in the same period last year[10]. - The total revenue for the six months ended June 30, 2023, was HKD 760,951,000, compared to HKD 736,020,000 for the same period in 2022, reflecting a growth of approximately 3.4%[101]. - The loss attributable to shareholders for the six months ended June 30, 2023, was HKD 1,755,000, a significant decrease of approximately 96.0% compared to a loss of HKD 43,902,000 in the same period of 2022[135]. - The group recorded a loss of HKD 19,296,000 for the period, compared to a loss of HKD 17,055,000 in 2022, including a fair value gain of HKD 1,887,000 from investment properties[68]. - The company reported a pre-tax loss of HKD 39,038,000 for the six months ended June 30, 2023[107]. - The net profit before tax for the period was HKD 2,802,000[147]. Revenue Streams - The medical division recorded revenue growth to 733,887,000 HKD for the six months ended June 30, 2023, up from 705,153,000 HKD in 2022, with profit rising to 32,329,000 HKD from 1,588,000 HKD[36]. - The company reported revenue from hospital fees and charges of HKD 733,887,000 for the six months ended June 30, 2023, an increase from HKD 705,153,000 in the same period last year, representing a growth of approximately 3.5%[101]. - Revenue from elderly care services and nutritional product sales reached HKD 18,765,000, up from HKD 17,585,000, indicating an increase of about 6.7% year-over-year[101]. - The aged care division's revenue decreased to 22,952,000 HKD for the six months ended June 30, 2023, down from 27,852,000 HKD in 2022 due to ongoing pandemic impacts[40]. Assets and Liabilities - The total assets as of June 30, 2023, were HKD 2,162,953,000, a decrease from HKD 2,199,101,000 at the end of 2022[16]. - The total assets as of June 30, 2023, amounted to HKD 3,439,059,000, compared to HKD 3,232,534,000 as of December 31, 2022[121]. - Total liabilities as of June 30, 2023, were HKD 1,559,732,000, compared to HKD 1,653,675,000 as of December 31, 2022, indicating a reduction in liabilities[121]. - The total liabilities increased to HKD 514,248,000 from HKD 419,705,000[162]. - The group's investment properties were valued at HKD 312,735,000 as of June 30, 2023, down from HKD 352,116,000 in 2022[79]. Cash Flow and Financing - The company reported other income of HKD 4,077,000, compared to HKD 2,064,000 in the previous year, showing growth in additional revenue streams[14]. - The company's cash and cash equivalents increased to HKD 822,019,000 from HKD 589,050,000, indicating improved liquidity[16]. - The company incurred financing costs of HKD 26,520,000, down from HKD 31,571,000, reflecting a reduction in interest expenses[24]. - The total borrowings of the group reached HKD 756,698,000 as of June 30, 2023, down from HKD 907,011,000 in 2022, with HKD 487,886,000 due within one year[76]. Operational Highlights - The number of outpatient visits at Deyi Hospital increased to 8,915 in the first half of 2023, up from 6,305 in 2022, while inpatient visits rose to 4,597 from 4,358[69]. - The medical division's Kunming Hospital recorded an increase in business volume, with 16,203 inpatient visits compared to 13,536 in the previous year[140]. - The company has 55 serviced apartments rented out, an increase from 54 in the previous year[141]. - The company sold 857 out of 868 independent living units in its retirement community, with 347 residents moved in[141]. Strategic Initiatives - The company plans to enhance communication with local long-term care insurance institutions to improve occupancy rates in the aged care division[41]. - The group plans to enhance its medical services by focusing on high-demand specialties such as ophthalmology, aesthetic medicine, and dentistry, aiming to attract mid-to-high-end clients[186]. - The company plans to continue its sustainable growth strategy in the second half of the year, focusing on cost control and efficiency improvements[83]. - The company aims to enhance service quality and operational efficiency by emphasizing detail management and identifying key drivers for cost reduction[85]. - The group has established a medical alliance with Nanjing University of Aeronautics and Astronautics to strengthen marketing and public relations efforts[65]. Market and Economic Conditions - The group anticipates ongoing uncertainties in the global economy and business environment, which may impact consumer confidence and business operations[188]. - The company has maintained compliance with the corporate governance code as per the Hong Kong Stock Exchange regulations[87]. Investment and Development - The second phase of the Kunming Hospital construction is progressing, with the foundation work completed for the tumor and nuclear medicine building[39]. - The group has no significant investments or acquisitions of subsidiaries, associates, or joint ventures during the reporting period[53]. - The group’s available-for-sale development properties were valued at HKD 140,000,000 as of June 30, 2023, compared to HKD 149,914,000 in 2022[79]. - The group reported a net current asset value of HKD 120,845,000 as of June 30, 2023, compared to a net current liability value of HKD 172,195,000 in 2022[177].

Shareholding and Capital Structure - Cool Clouds, a wholly-owned subsidiary of Resuccess, holds 4,000,000,000 ordinary shares, representing 27.62% of the company's total issued shares as of December 31, 2022[2][16]. - The total issued share capital of the company is 14,480,072,773 shares as of December 31, 2022[15][18]. - The company has a diverse shareholder base, with significant holdings including 21.70% by Li Chenghui and related parties[16]. - The company has completed a share consolidation, reducing the total issued shares from 14,480,072,773 to 724,003,638 shares as of February 24, 2023[199]. - The company announced a proposed share consolidation, merging every 20 existing shares with a par value of HKD 0.0005 into 1 consolidated share with a par value of HKD 0.01[174]. - The trading unit on the Stock Exchange will change from 10,000 existing shares to 5,000 consolidated shares after the consolidation takes effect[174]. Financial Performance - The total revenue for the year ended December 31, 2022, was HKD 1,437,863,000, a decrease of approximately 1.9% compared to HKD 1,465,679,000 for the year ended December 31, 2021[42]. - The loss attributable to the owners of the company for the year was HKD 123,574,000, which is a reduction of about 10.0% compared to HKD 137,296,000 in the previous year; however, excluding the impairment loss on receivables, the loss increased by approximately 80.5%[42]. - As of December 31, 2022, the net asset value per share was HKD 2.15, down from HKD 2.35 in the previous year[43]. - The company did not recommend the payment of a final dividend for the year, consistent with the previous year[31]. - For the year ended December 31, 2022, the basic loss per share was HKD 0.1707, compared to HKD 0.1896 for the previous year[62]. Business Operations - The company’s main business includes investment, management, and operation of healthcare and hospital services, elderly care services, and trading of medical equipment[45]. - Nanjing Hospital has established a laboratory for otolaryngology and head and neck surgery, enhancing its medical expertise and influence[48]. - The company has signed cooperation letters with four insurance companies to integrate commercial insurance with healthcare services[49]. - The medical division's Nanjing Hospital recorded a total of 2,961,246 outpatient visits, an increase from 1,180,171 visits in the previous year[69]. - The revenue from the elderly care business decreased to HKD 49,787,000, down from HKD 79,889,000 in the previous year, with a loss of HKD 51,169,000 compared to HKD 72,135,000[70]. - The property development segment reported revenue of HKD 732,000, a significant drop from HKD 6,803,000, resulting in a loss of HKD 24,329,000 compared to a profit of HKD 439,000 in the previous year[73]. - Rental income from investment properties increased to HKD 5,188,000, up from HKD 4,756,000, but the segment incurred a loss of HKD 9,397,000 compared to a profit of HKD 6,296,000 in the previous year[74]. - The total number of doctors at Nanjing Hospital was 403, with 525 nurses and 1,144 beds, compared to 402 doctors, 532 nurses, and 1,015 beds in the previous year[69]. - The company established a high blood pressure management center, officially passing national certification, and launched night consultation services in Kunming Hospital[89]. - The company conducted 19 public welfare activities throughout the year, strengthening community engagement and establishing a public welfare image[88]. Compliance and Governance - The company has complied with all regulatory requirements regarding board member disclosures and re-elections[6][19]. - The company has maintained compliance with the Securities and Futures Ordinance regarding the disclosure of interests in shares[14]. - The company is committed to compliance with applicable laws and regulations, with no known significant non-compliance issues during the year[25]. - The company is committed to high standards of corporate governance, believing it is key to success and enhancing shareholder value[177]. - The company’s financial statements were audited by a recognized firm, ensuring accuracy and compliance[173]. - The board consists of 10 members, including 4 executive directors, 2 non-executive directors, and 4 independent non-executive directors[178]. - The independent non-executive directors attended board meetings with attendance rates ranging from 86% to 100%[181]. - The board of directors has adopted a compensation model for determining the remuneration of directors and senior management, considering their roles and current market conditions[193]. Financial Position and Liabilities - As of December 31, 2022, the total borrowings of the group reached HKD 933,603,000, an increase from HKD 919,940,000 in 2021[104]. - The group recorded a net current liability of HKD 97,285,000 as of December 31, 2022, down from HKD 356,380,000 in 2021[105]. - The group has unutilized, unsecured credit facilities of HKD 415,000,000 for more than one year as of December 31, 2022[105]. - The group has capital commitments for property, plant, and equipment amounting to HKD 276,746,000 as of December 31, 2022, compared to HKD 30,692,000 in 2021[109]. - The group's debt ratio was approximately 20.2% as of December 31, 2022, compared to 16.5% in 2021[129]. - The group recorded a loss of HKD 5,202,000 in its lending business for the year, an improvement from a loss of HKD 75,000,000 in 2021[126]. - The group has no significant contingent liabilities as of December 31, 2022[110]. Future Outlook and Strategy - The group plans to cautiously implement the second phase of Kunming Hospital and continue developing high-end outpatient clinics in Nanjing in 2023[113]. - The group anticipates ongoing volatility in the economic and business environment due to geopolitical conflicts, rising global inflation, and long-term impacts of the pandemic[116]. - The group will continue to review and adjust its business and investment strategies to adapt to the challenging economic environment[116]. - The medical division will focus on improving operational management to enhance revenue streams, service quality, and cost control, while emphasizing research and development and attracting academic leaders[136]. - In 2023, the division plans to increase nursing home occupancy rates and adjust the operational model of serviced apartments to improve overall operational performance[136]. - The division aims to enhance customer experience for the elderly through free medical consultations and more community activities, thereby retaining community clients and improving service reputation[136]. - Significant marketing program innovations will be implemented, including community promotions and establishing self-media to attract potential customers[136]. - The division will enhance internal management, optimize products and services, and refine operational cost management to improve quality and efficiency[136]. - Frontline staff salaries will be increased to encourage employees to maintain service quality[136]. Employment and Human Resources - The group employed 2,577 employees as of December 31, 2022, an increase from 2,492 employees in 2021[135]. - The remuneration of directors and senior management is determined based on operational performance and market statistics[169]. - The company has implemented a salary policy determined by management based on employee merits, qualifications, and capabilities[192]. - The board of directors received comprehensive training to ensure understanding of the company's operations and regulatory responsibilities[185]. Related Party Transactions - There were related party transactions during the year, which were fully exempt from the related party transaction regulations[168]. - The company has no major customers or suppliers due to the nature of its primary business[167]. - The company has not disclosed any major customers or suppliers in the provided documents[189].