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 全部或任何部分內容而產生或因倚賴該等內容而引致的任何損失承擔任何責 任。 WANJIA GROUP HOLDINGS LIMITED 普通事項 1 1. 考慮、省覽及採納本公司截至二零二五年三月三十一日止年度之經審核 綜合財務報表及董事（「董事」）會與核數師報告。 2. (I) (a) 重選陳詠珊女士為獨立非執行董事； (b) 重選許微女士為獨立非執行董事； (II) 授權董事會（「董事會」）釐定董事酬金。 3. 續聘國衛會計師事務所有限公司為本公司核數師，並授權董事會釐定其 酬金。 特別事項 作為特別事項，考慮及酌情通過（不論有否修訂）下列提呈之決議案為普通決 議案： 2 4. 動議： (a) 在本決議案(c)段之規限下，謹此一般及無條件批准董事會於有關期 間（定義見下文）行使本公司一切權力，以配發、發行及處理本公司 股本中之額外股份及作出及╱或授予可能須行使有關權力之售股建 議、協議及購股權； (b) 本決議案(a)段之批准將授權董事會於有關期間作出或授予可能須於 有關期 ...

此乃要件 請即處理 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通函之內容概不負責， 對其準確性或完整性亦不發表任何聲明，並明確表示概不會就因本通函全部或任何 部分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。 閣下如對本通函任何方面或應採取之行動有任何疑問，應諮詢持牌證券交易商、銀 行經理、律師、專業會計師或其他專業顧問。 閣下如已售出或轉讓所有名下萬嘉集團控股有限公司（「本公司」）之股份，應立即將 本通函及隨附之代表委任表格送交買主或承讓人，或經手買賣或轉讓之銀行、持牌 證券交易商或其他代理商，以便轉交買主或承讓人。 WANJIA GROUP HOLDINGS LIMITED 萬嘉集團控股有限公 司 （於開曼群島註冊成立之有限公司） （股份代號：401) 建議 (1)發行及購回股份之一般授權； (2)重選退任董事； 及 (3)股東週年大會通告 除文義另有所指外，本封面頁所用詞彙與通函所用者具相同涵義。 本公司謹訂於二零二五年九月五日（星期五）上午十一時正假座香港九龍廣東道25號 海港城港威大廈第一座18樓1801室舉行股東週年大會（「股東週年大會」），召開大會 之通告載於本通函第18至2 ...

[Corporate Information](index=2&type=section&id=Corporate%20Information) The company's board includes executive and independent directors, supported by audit, remuneration, and nomination committees, with key banking and auditing relationships - The company's Board of Directors comprises one executive director, one non-executive director, and three independent non-executive directors, supported by Audit, Remuneration, and Nomination and Corporate Governance Committees[3](index=3&type=chunk)[4](index=4&type=chunk) - The company's principal bankers are Agricultural Bank of China, China Construction Bank, Industrial and Commercial Bank of China, and Bank of Communications, with HLB Hodgson Impey Cheng Limited as its auditor[8](index=8&type=chunk) [Management's Statement](index=5&type=section&id=Management's%20Statement) This section details the company's annual performance, strategic adjustments, and future outlook amidst challenging economic conditions and market changes [Results for the Year](index=6&type=section&id=Results%20for%20the%20Year) For FY2025, the Group significantly narrowed its annual loss despite revenue and gross profit declines, driven by strategic cost controls and a refund of overcharged dialysis fees amidst economic challenges FY2025 Performance Overview (HKD) | Metric | FY2025 (HKD) | FY2024 (HKD) | YoY Change (HKD) | | :--- | :--- | :--- | :--- | | Total Revenue | Approx. 161.7 million | Approx. 181.1 million | ▼ Approx. 19.4 million | | Gross Profit | Approx. 50.35 million | Approx. 54.74 million | ▼ Approx. 4.39 million | | Loss for the Year Attributable to Owners of the Company | Approx. 6.62 million | Approx. 39.98 million | ▼ Approx. 33.36 million (Loss narrowed) | - The Group's loss for the year was primarily attributed to the refund of certain overcharged fees related to hemodialysis treatment to relevant county medical insurance bureaus[14](index=14&type=chunk)[16](index=16&type=chunk) - To address market changes, the Group implemented several business strategy adjustments, including streamlining China market operations for cost control, effective cash flow management, and a more cautious approach to business expansion plans[13](index=13&type=chunk) [Outlook and Future Prospects](index=7&type=section&id=Outlook%20and%20Future%20Prospects) The Group plans to focus resources on expanding its hemodialysis treatment and consulting services through new self-operated centers and hospital consulting, aiming to capitalize on the significant unmet market demand in China and enhance shareholder returns - The Group's core future strategy is to concentrate resources on developing hemodialysis treatment and consulting services, planning expansion through both organic growth and acquisitions[17](index=17&type=chunk) - Specific expansion measures include establishing new self-operated hemodialysis treatment centers in China and providing hemodialysis consulting services to hospitals to expand operational scale and market penetration[18](index=18&type=chunk) - The Group will continue to monitor various investment opportunities to identify suitable businesses and projects for shareholders, aiming to enhance shareholder returns[20](index=20&type=chunk) [Management Discussion and Analysis](index=8&type=section&id=Management%20Discussion%20and%20Analysis) This section provides a detailed analysis of the Group's financial performance, business segments, liquidity, and key risks for the reporting period [Financial Highlights](index=9&type=section&id=Financial%20Highlights) In FY2025, the Group's total revenue and gross profit declined, but operating and annual losses significantly narrowed due to cost control and no goodwill impairment, with increased cash and cash equivalents FY2025 Financial Highlights (HKD) | Metric | FY2025 (HKD) | FY2024 (HKD) | YoY Change | | :--- | :--- | :--- | :--- | | Total Revenue | 161.7 million | 181.1 million | -10.71% | | Gross Profit | 50.35 million | 54.74 million | -8.03% | | Operating Loss | 4.09 million | 39.44 million | -89.63% | | Loss for the Year Attributable to Owners of the Company | 6.62 million | 39.98 million | -83.45% | | Basic and Diluted Loss Per Share | 1.18 HK cents | 7.14 HK cents | -83.47% | | Cash and Cash Equivalents | 24.08 million | 18.23 million | +32.12% | | Final Dividend | Not Recommended | Nil | - | [Business Review](index=10&type=section&id=Business%20Review) In FY2025, the Group's total revenue declined due to economic slowdown and reduced medical insurance rates, with pharmaceutical wholesale slightly down and hemodialysis revenue significantly lower, yet the latter achieved profitability through cost control Segment Revenue and Results (HKD) | Business Segment | FY2025 Revenue (HKD) | YoY Change | FY2025 Result (HKD) | | :--- | :--- | :--- | :--- | | Pharmaceutical Wholesale and Distribution | 50.49 million | -2.03% | Loss 1.2 million | | Hemodialysis Treatment and Consulting | 111.2 million | -14.17% | Profit 7.36 million | - The primary reason for the decline in hemodialysis business revenue was the reduction in fixed payment rates for hemodialysis treatment services by relevant county medical insurance bureaus[31](index=31&type=chunk)[45](index=45&type=chunk) - The hemodialysis business segment achieved profitability primarily due to no goodwill impairment loss provision required this year and the implementation of stringent cost control measures[44](index=44&type=chunk) [Financial Review](index=12&type=section&id=Financial%20Review) In FY2025, the Group significantly narrowed its annual loss to HKD6.616 million through effective cost controls across sales, administrative, and finance expenses, with the loss primarily due to a HKD5.5 million refund of overcharged hemodialysis fees - Sales and distribution expenses decreased by **10.39%** year-on-year, primarily due to reduced marketing and logistics costs[47](index=47&type=chunk) - Administrative expenses decreased by **20.29%** year-on-year, mainly due to reductions in general office expenses such as depreciation, staff costs, and share-based payments[52](index=52&type=chunk) - One primary reason for the annual loss was the Group's hemodialysis centers refunding approximately **HKD5.5 million** in overcharged service fees for hemodialysis treatment collected between 2021 and 2024, as requested by the medical insurance bureau, which legal opinion deemed a refund request and not a violation[59](index=59&type=chunk) [Liquidity and Financial Resources](index=15&type=section&id=Liquidity%20and%20Financial%20Resources) As of March 31, 2025, the Group maintained a stable financial position with increased cash and cash equivalents, improved liquidity ratio, and a reduced debt-to-asset ratio, with no significant contingent liabilities or capital commitments Liquidity and Financial Position Indicators | Metric | As of March 31, 2025 | As of March 31, 2024 | | :--- | :--- | :--- | | Cash and Cash Equivalents | 24.083 million HKD | 18.228 million HKD | | Current Ratio | 1.95 | 1.92 | | Debt-to-Asset Ratio | Zero | 0.08 | - As of March 31, 2025, the Group had no significant capital commitments or contingent liabilities[63](index=63&type=chunk)[64](index=64&type=chunk) [Principal Risks and Uncertainties](index=16&type=section&id=Principal%20Risks%20and%20Uncertainties) The Group faces market, foreign exchange, goodwill impairment, and liquidity risks, managed through proactive policy interpretation, controlled currency exposure, careful cash flow monitoring, and prudent assumptions for impairment tests - Market Risk: Primarily stems from changes in Chinese government policies, with the Group maintaining a management team responsible for collecting, interpreting, and formulating response measures[73](index=73&type=chunk) - Foreign Exchange Risk: Controllable as the vast majority of the Group's transactions are denominated in RMB and HKD, with no formal hedging policy implemented[74](index=74&type=chunk) - Goodwill Impairment Risk: Goodwill impairment tests are based on forecasts of future cash flows, involving management's assumptions and judgments, and are subject to risks from future cash flow and market changes[75](index=75&type=chunk) - Liquidity Risk: Managed by monitoring levels of cash and cash equivalents, utilization of borrowings, and adequacy of bank financing[80](index=80&type=chunk) [Employees and Remuneration Policy](index=17&type=section&id=Employees%20and%20Remuneration%20Policy) As of March 31, 2025, the Group had 180 full-time employees with total staff costs of approximately HKD21.38 million, implementing a remuneration policy based on performance and qualifications, including discretionary bonuses and retirement schemes Employee Distribution | Region | As of March 31, 2025 | As of March 31, 2024 | | :--- | :--- | :--- | | Hong Kong | 8 | 6 | | Mainland China | 172 | 187 | | **Total** | **180** | **193** | - For the year ended March 31, 2025, staff costs (including directors' emoluments) were approximately **HKD21.379 million**, a decrease from **HKD22.481 million** in the previous year[83](index=83&type=chunk) [Environmental, Social and Governance Report](index=17&type=section&id=Environmental%2C%20Social%20and%20Governance%20Report) This report details the Group's commitment to sustainable governance, ethical business practices, employee welfare, and environmental protection initiatives [Sustainable Governance and Business Ethics](index=23&type=section&id=Sustainable%20Governance%20and%20Business%20Ethics) The Group's board oversees ESG risk management, supported by professional consultants, and maintains strict anti-corruption policies with comprehensive employee training and no reported corruption cases - The Board of Directors assumes key oversight responsibilities for ESG risk management, evaluating and managing significant ESG issues, and collaborates with Riskory Consultancy Limited for professional support[118](index=118&type=chunk) - The Group has established clear employee codes of conduct and whistleblowing policies, strictly prohibiting improper behaviors such as bribery and fraud, and has dedicated investigation and handling procedures[126](index=126&type=chunk)[127](index=127&type=chunk) - During the reporting period, the Group provided anti-corruption training to all directors and employees, with no legal cases related to corruption occurring[128](index=128&type=chunk)[129](index=129&type=chunk) [Operating Practices](index=30&type=section&id=Operating%20Practices) The Group prioritizes product safety and efficacy through stringent quality management, annual supplier evaluations, and dedicated quality control, resulting in no product recalls or customer complaints during the reporting period - During the reporting period, the Group collaborated with **32** pharmaceutical and consumable suppliers located in China, and all suppliers were evaluated[150](index=150&type=chunk) - The Group has a Quality Management Department responsible for setting and implementing quality objectives and monitoring departmental performance; no sold or delivered products required recall due to safety and health reasons during the reporting period[160](index=160&type=chunk)[161](index=161&type=chunk) - The Group has established a customer complaint management system, but no product or service-related complaints were received during the reporting period[165](index=165&type=chunk)[166](index=166&type=chunk) [Caring for Employees](index=35&type=section&id=Caring%20for%20Employees) The Group had 180 employees with a significantly reduced turnover rate of 17%, maintaining fair employment practices, ensuring occupational safety with zero incidents, and providing continuous development and training opportunities Employee Overview and Turnover Rate | Metric | 2024/25 Period | 2023/24 Period | | :--- | :--- | :--- | | Total Employees | 180 | 193 | | Total Employee Turnover Rate | 17% | 28% | - The Group is committed to providing a safe working environment, with zero work-related injury and fatality rates, and no work-related fatalities during the reporting period[202](index=202&type=chunk) Employee Training Data Overview (2024/25 Period) | Category | Percentage of Employees Trained | Average Training Hours Per Employee | | :--- | :--- | :--- | | **By Gender** | | | | Male | 98% | 50 hours | | Female | 66% | 25 hours | | **By Employee Category** | | | | Senior Management | 100% | 17 hours | | Middle Management | 100% | 52 hours | | General Staff | 69% | 28 hours | [Environmental Protection](index=44&type=section&id=Environmental%20Protection) The Group actively engages in environmental protection through climate change initiatives, achieving a slight decrease in greenhouse gas emissions, while maintaining stable energy, waste, and water consumption, and ensuring compliant waste and wastewater management Greenhouse Gas Emissions (Scope 1 & 2) | Metric | 2024/25 Period | 2023/24 Period | | :--- | :--- | :--- | | Total Emissions (tonnes CO2e) | 680.11 | 690.08 | Energy and Resource Consumption | Category | Unit | 2024/25 Period | 2023/24 Period | | :--- | :--- | :--- | :--- | | Total Energy Consumption | MWh | 1,289.41 | 1,308.99 | | Total Hazardous Waste | tonnes | 21.03 | 20.55 | | Total Non-Hazardous Waste | tonnes | 14.13 | 13.53 | | Total Water Consumption | cubic meters | 57,117.61 | 57,176.00 | - The Group reduces greenhouse gas emissions by utilizing carbon offsets from the Hebei Cheng'an Biomass Cogeneration Project, which generates electricity using local cotton stalks[227](index=227&type=chunk) [Corporate Governance Report](index=67&type=section&id=Corporate%20Governance%20Report) This report outlines the Group's corporate governance framework, including the board's structure, committee functions, and internal control systems, ensuring effective oversight and risk management [The Board of Directors](index=69&type=section&id=The%20Board%20of%20Directors) The Board, comprising executive, non-executive, and independent non-executive directors, is responsible for overall management and strategic decisions, with changes in membership and ongoing professional development provided - The Board currently consists of five directors: one executive director (Mr. Wang Jiajun), one non-executive director (Dr. Xiao Zhixin), and three independent non-executive directors (Dr. Liu Yongping, Ms. Chen Yongshan, Ms. Xu Wei)[310](index=310&type=chunk)[311](index=311&type=chunk) - During the reporting period, Mr. He Min resigned and Mr. Huang Hanjie retired as independent non-executive directors, while Ms. Chen Yongshan and Ms. Xu Wei were newly appointed as independent non-executive directors[311](index=311&type=chunk)[312](index=312&type=chunk) - All directors participated in continuous professional development activities during FY2025, including attending conferences, courses, or reading professional articles[323](index=323&type=chunk)[325](index=325&type=chunk) [Board Committees](index=74&type=section&id=Board%20Committees) The company has established Audit, Remuneration, and Nomination and Corporate Governance Committees, predominantly composed of independent non-executive directors, to oversee financial reporting, executive compensation, and board structure, holding regular meetings throughout the year - The Audit Committee, comprising three independent non-executive directors, oversees the integrity of financial reporting, the independence of external auditors, and the internal control system, holding **3** meetings during the year[346](index=346&type=chunk)[348](index=348&type=chunk) - The Remuneration Committee is responsible for advising the Board on the remuneration policies and structures for directors and senior management, holding **3** meetings during the year[352](index=352&type=chunk)[355](index=355&type=chunk) - The Nomination and Corporate Governance Committee is responsible for regularly reviewing the Board's structure, size, and composition, and advising on director nominations and corporate governance matters, holding **2** meetings during the year[360](index=360&type=chunk)[367](index=367&type=chunk) [Internal Control and Risk Management](index=83&type=section&id=Internal%20Control%20and%20Risk%20Management) The Board is responsible for maintaining effective risk management and internal control systems, which were reviewed and deemed adequate, supported by a clear management structure, policies, risk self-assessments, and an internal audit function - The Board confirms its responsibility for maintaining effective risk management and internal control systems, which are designed to manage rather than eliminate risks, providing reasonable but not absolute assurance[381](index=381&type=chunk) - During the year, the Board reviewed the Group's risk management and internal control systems, covering all significant financial, operational, compliance controls, and risk management functions, deeming the systems adequate and effective[387](index=387&type=chunk) - The Group has established an internal audit function and implemented a whistleblowing policy for employees to raise concerns about any potential improprieties, thereby enhancing monitoring awareness and system effectiveness[395](index=395&type=chunk) [Report of the Directors](index=92&type=section&id=Report%20of%20the%20Directors) This report details the company's principal activities, business review, financial results, dividend policy, major customer and supplier relationships, and share option schemes [Principal Activities and Business Review](index=93&type=section&id=Principal%20Activities%20and%20Business%20Review) The company operates as an investment holding company, with subsidiaries primarily engaged in pharmaceutical wholesale distribution and hemodialysis treatment and consulting services in China, with detailed reviews provided in the Management Discussion and Analysis section - The company's principal activities are pharmaceutical wholesale and distribution, and providing hemodialysis treatment and consulting services in China[431](index=431&type=chunk) [Results and Dividends](index=94&type=section&id=Results%20and%20Dividends) The company's annual results are detailed in the financial statements, and in line with its dividend policy adopted in 2018, the Board does not recommend any final dividend for the year ended March 31, 2025 - The Board does not recommend the payment of any final dividend for the year ended March 31, 2025 (2024: Nil)[448](index=448&type=chunk) [Major Customers and Suppliers](index=97&type=section&id=Major%20Customers%20and%20Suppliers) During the fiscal year, the Group maintained a diversified customer and supplier base, with the largest customer accounting for 8.44% of total revenue and the largest supplier for 7.20% of total purchases Customer and Supplier Concentration | Category | Concentration | Percentage of Total | | :--- | :--- | :--- | | Customers | Largest Customer | 8.44% | | Customers | Top Five Customers | 19.21% | | Suppliers | Largest Supplier | 7.20% | | Suppliers | Top Five Suppliers | 25.14% | [Share Option Scheme](index=107&type=section&id=Share%20Option%20Scheme) The company terminated its 2013 Share Option Scheme and adopted a new 2023 scheme, with 80.79 million options outstanding under the old plan and 56.02 million shares available under the new scheme, though no new options were granted during the reporting period - The '2013 Share Option Scheme' was terminated on September 15, 2023, but previously granted options remain valid; as of March 31, 2025, **80,793,054** share options remain unexercised[518](index=518&type=chunk)[523](index=523&type=chunk) - The company adopted a new '2023 Share Option Scheme' on September 15, 2023, with a total of **56,022,213** shares available for issue, representing **10%** of the issued share capital; no share options were granted under this new scheme as of the end of the reporting period[1184](index=1184&type=chunk)[1189](index=1189&type=chunk) [Financial Statements](index=119&type=section&id=Financial%20Statements) This section presents the Group's audited financial statements, including the independent auditor's report, consolidated statements of profit or loss, financial position, and cash flows, providing a comprehensive view of its financial performance and health [Independent Auditors' Report](index=119&type=section&id=Independent%20Auditors'%20Report) HLB Hodgson Impey Cheng Limited issued an unmodified opinion on the Group's consolidated financial statements for the year ended March 31, 2025, with key audit matters focusing on goodwill and trade receivables impairment assessments - The auditors opined that the consolidated financial statements present a true and fair view of the Group's financial position and performance in accordance with Hong Kong Financial Reporting Standards and are properly prepared in compliance with the disclosure requirements of the Hong Kong Companies Ordinance[579](index=579&type=chunk) - Key audit matters include: - **Goodwill Impairment Assessment**: Involves the impairment test of approximately **HKD24.24 million** goodwill related to the hemodialysis treatment and consulting services business, with management concluding no impairment loss needed to be recognized - **Impairment Assessment of Trade Receivables**: Involves the assessment of expected credit losses for approximately **HKD25.07 million** trade receivables, where management applied judgment and estimation[587](index=587&type=chunk)[595](index=595&type=chunk) [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=129&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) For the year ended March 31, 2025, the Group reported total revenue of HKD161.7 million, a 10.7% decrease, but significantly narrowed its operating loss to HKD4.09 million and total annual loss to HKD6.57 million due to effective cost control Consolidated Statement of Profit or Loss Summary (HKD '000) | Item | FY2025 (HKD '000) | FY2024 (HKD '000) | | :--- | :--- | :--- | | Revenue | 161,693 | 181,092 | | Gross Profit | 50,347 | 54,740 | | Operating Loss | (4,089) | (39,438) | | Loss Before Tax | (5,492) | (41,149) | | Loss for the Year | (6,573) | (40,295) | | **Loss Attributable to Owners of the Company** | **(6,616)** | **(39,977)** | - Basic and diluted loss per share significantly narrowed to **1.18 HK cents** from **7.14 HK cents** in the previous year[628](index=628&type=chunk) [Consolidated Statement of Financial Position](index=131&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2025, the Group's total assets were HKD106.8 million, with total liabilities of HKD38.19 million and net assets of HKD68.63 million, reflecting an increase in cash and cash equivalents and a decrease in trade and other receivables Consolidated Statement of Financial Position Summary (HKD '000) | Item | As of March 31, 2025 (HKD '000) | As of March 31, 2024 (HKD '000) | | :--- | :--- | :--- | | **Assets** | | | | Non-current Assets | 50,208 | 58,709 | | Current Assets | 56,614 | 58,392 | | **Total Assets** | **106,822** | **117,101** | | **Liabilities and Equity** | | | | Current Liabilities | 29,002 | 30,361 | | Non-current Liabilities | 9,187 | 11,545 | | **Total Liabilities** | **38,189** | **41,906** | | **Net Assets** | **68,633** | **75,195** | | **Total Equity** | **68,633** | **75,195** | [Consolidated Statement of Cash Flows](index=135&type=section&id=Consolidated%20Statement%20of%20Cash%20Flows) In FY2025, the Group generated HKD10.65 million in net cash from operating activities, primarily due to reduced trade receivables, resulting in a net increase of HKD6.25 million in cash and cash equivalents, bringing the year-end balance to HKD24.08 million Consolidated Statement of Cash Flows Summary (HKD '000) | Item | FY2025 (HKD '000) | FY2024 (HKD '000) | | :--- | :--- | :--- | | Net Cash From Operating Activities | 10,652 | 9,302 | | Net Cash (Used in)/From Investing Activities | (697) | 674 | | Net Cash Used in Financing Activities | (3,708) | (1,042) | | **Net Increase in Cash and Cash Equivalents** | **6,247** | **8,934** | | Cash and Cash Equivalents at Beginning of Year | 18,228 | 9,876 | | **Cash and Cash Equivalents at End of Year** | **24,083** | **18,228** | [Five Years Financial Summary](index=260&type=section&id=Five%20Years%20Financial%20Summary) This section provides a five-year summary of the Group's key financial performance indicators, including revenue, gross profit, net profit/loss, total assets, total liabilities, and total equity, offering a historical perspective on its financial trends Five Years Financial Summary (HKD '000) | For the Year Ended March 31 | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Results** | | | | | | | Revenue | 161,693 | 181,092 | 173,702 | 154,823 | 114,086 | | Gross Profit | 50,347 | 54,740 | 56,936 | 54,234 | 41,336 | | (Loss)/Profit for the Year | (6,573) | (40,295) | 1,938 | (50,937) | (4,477) | | **Assets and Liabilities** | | | | | | | Total Assets | 106,822 | 117,101 | 173,448 | 191,818 | 223,587 | | Total Liabilities | (38,189) | (41,906) | (53,221) | (63,722) | (52,512) | | Total Equity | 68,633 | 75,195 | 120,227 | 128,096 | 171,075 |

WANJIA GROUP HOLDINGS LIMITED 萬嘉集團控股有限公司 ( 於開曼群島註冊成立的有限公司 ) (股份代號：401) 2025 年 7 月 31 日 致本公司的非登記股東 代表 萬嘉集團控股有限公司 王佳駿 行政總裁及執行董事 謹啟 註： • 2024/25年報 • 日期為二零二五年七月三十一日之通函，乃有關建議(1)發行及購回股份之一般授權；(2)重選退任董 事；及(3)股東週年大會通告 於本公司網站刊發公司通訊的通知 本公司謹通知 閣下，萬嘉集團控股有限公司 (「本公司」) 之下述公司通訊(「公司通訊」) 的英文本及中文 本，現已登載於本公司網站 www.wanjia-gp.com: 請於本公司網站內的「投資者關係」以閱覽公司通訊。公司通訊亦已載於「披露易」網站 www.hkexnews.hk 。 倘 閣下擬收取公司通訊的印刷本，可填妥隨附之申請表格及利用郵寄標籤寄回本公司之香港股份過戶登記分 處 – 卓佳證券登記有限公司。公司通訊的印刷本將免費發送予 閣下。 作為非登記股東，如 閣下欲以電子方式收取本公司的公司通訊的發佈通知， 閣下應聯絡代 閣下持有股份 的銀行、經紀、託管商、代 ...

WANJIA GROUP HOLDINGS LIMITED 萬嘉集團控股有限公司 ( 於開曼群島註冊成立的有限公司 ) (股份代號：401) 各位註冊股東： 於本公司網站刊登公司通訊之通知 謹此通知 閣下，萬嘉集團控股有限公司（「本公司」）之下述公司通訊（「本次公司通訊」）之英文及中文版本， 現已於本公司網站 www.wanjia-gp.com 及香港聯合交易所有限公司（「聯交所」）網站 www.hkexnews.hk 登載；或 本次公司通訊之印刷本已按 閣下所選擇之語言版本隨件附上（如適用）： 附件 附註：公司通訊指按聯交所證券上市規則第1.01條所定義，本公司已發出或將予發出以供其任何證券的持有人或投 資大衆參照或採取行動的任何文件，其中包括但不限於 (a) 董事局報告、年度賬目連同核數師報告及 （如適用）財務摘要報告；(b) 中期報告及（如適用）中期摘要報告；(c) 會議通告；(d) 上市文件；(e) 通函； 及(f) 代表委任表格。 • 2024/25年報 • 日期為二零二五年七月三十一日之通函，乃有關建議(1)發行及購回股份之一般授權；(2)重選退任董事；及 (3)股東週年大會通告 • 股東週年大會 ...

Financial Performance - Total revenue for the fiscal year ending March 31, 2025, was approximately HKD 161.69 million, a decrease of about 10.71% compared to HKD 181.09 million in 2024[2] - Gross profit for the same period was approximately HKD 50.35 million, down approximately 8.03% from HKD 54.74 million in 2024[2] - Operating loss was approximately HKD 4.09 million, significantly reduced by about 89.63% from HKD 39.44 million in 2024[2] - Loss attributable to owners of the company was approximately HKD 6.62 million, a decrease of about 83.45% from HKD 39.98 million in 2024[2] - Basic and diluted loss per share was approximately HKD 0.0118, compared to HKD 0.0714 in 2024[4] - For the fiscal year ending March 31, 2025, the total revenue from external customers was HKD 161,693,000, a decrease of 10.7% from HKD 181,092,000 in the previous year[24] - The revenue from the blood dialysis treatment and consulting services segment was HKD 111,202,000, down 14.2% from HKD 129,556,000 in the prior year[24] - The total operating loss for the fiscal year ending March 31, 2025, was HKD 4,089,000, compared to a loss of HKD 39,438,000 in the previous year[15] - The company reported a pre-tax loss of HKD 5,492,000 for the fiscal year ending March 31, 2025[14] - The loss attributable to the company's owners for the year was approximately HKD 6,616,000, compared to a loss of HKD 39,977,000 in 2024[31] Assets and Liabilities - Total cash and cash equivalents as of March 31, 2025, were approximately HKD 24.08 million, an increase from HKD 18.23 million in 2024[2] - Non-current assets decreased from HKD 58.71 million in 2024 to HKD 50.21 million in 2025[5] - Current assets decreased slightly from HKD 58.39 million in 2024 to HKD 56.61 million in 2025[5] - The total assets as of March 31, 2025, amounted to HKD 106,822,000, a decrease from HKD 117,101,000 as of March 31, 2024[16] - The total liabilities as of March 31, 2025, were HKD 38,189,000, compared to HKD 41,906,000 in the previous year[16] - Trade receivables, net of expected credit loss provisions, were approximately HKD 25,074,000 as of March 31, 2025, down from HKD 37,907,000 in 2024[34] - Trade payables amounted to approximately HKD 6,896,000 as of March 31, 2025, compared to HKD 10,458,000 in 2024[36] - Total equity attributable to owners of the company decreased from HKD 73.49 million in 2024 to HKD 66.88 million in 2025[6] Dividends and Cash Flow - The company did not recommend a final dividend for the fiscal year ending March 31, 2025[2] - The company did not recommend the payment of a final dividend for the year ended March 31, 2025, consistent with the previous year[30] - The total cash and cash equivalents as of March 31, 2025, were approximately HKD 24,083,000, an increase from HKD 18,228,000 in 2024, due to improved trade receivables collection[51] Expenses and Cost Control - Sales and distribution expenses for the year ended March 31, 2025, were approximately HKD 32,041,000, a decrease of about 10.39% compared to HKD 35,758,000 in 2024 due to reduced marketing and logistics costs[44] - Administrative expenses for the year ended March 31, 2025, were approximately HKD 23,745,000, a decrease of about 20.29% from HKD 29,789,000 in 2024, primarily due to lower general office expenses[45] - Financial expenses for the year ended March 31, 2025, were approximately HKD 1,403,000, down about 18% from HKD 1,711,000 in 2024, attributed to reduced interest payments on borrowings[47] - The company implemented cost control measures, which contributed to a reduction in losses in the hemodialysis treatment segment compared to the previous year[41] Corporate Governance - The company has adopted the corporate governance code as its own, with the exception of the separation of roles between the Chairman and the CEO as per code provision C.2.1[67] - As of March 31, 2025, the company will not have a Chairman position, and the current board members will share the responsibilities of the Chairman[68] - Following the resignation of an independent non-executive director on April 30, 2024, the company will strive to fill the vacancy within three months to comply with listing rules[69] - The board currently consists of three independent non-executive directors, with at least one possessing appropriate professional qualifications or expertise in accounting or related financial management[70] - The audit committee held three meetings during the year ending March 31, 2025, to review and discuss the company's financial statements[73] - The remuneration committee has held three meetings during the year ending March 31, 2025, to review the remuneration of executive directors and senior management[78] - The nomination and corporate governance committee is currently chaired by an independent non-executive director and has been established to comply with relevant listing rules[79] - The audit committee is responsible for overseeing the independence and objectivity of external auditors and the effectiveness of audit procedures[74] - The company has adopted the standard code for securities transactions by directors since its listing date on October 11, 2013[71] - The company has received approval to extend the timeline for filling the vacancy of independent non-executive director until September 30, 2024[69] - The Nomination and Corporate Governance Committee held two meetings during the fiscal year ending March 31, 2025[82] Future Outlook - The company expects that the application of new Hong Kong Financial Reporting Standards will not have a significant impact on the consolidated financial statements for the foreseeable future[11] - The company has not early adopted any new accounting standards that have been issued but are not yet effective[10] - The company will hold its Annual General Meeting on September 5, 2025, with a suspension of share transfer registration from September 2 to September 5, 2025[84] - The company expresses gratitude to the management team and employees for their efforts in achieving stable development[85] - The board consists of one executive director, one non-executive director, and three independent non-executive directors as of June 20, 2025[87]

Financial Performance - Revenue for the period was approximately HKD 83,695,000, a decrease of about 10.36% compared to HKD 93,373,000 in the same period last year, primarily due to a decline in revenue from the hemodialysis business[5] - The profit attributable to the owners of the company for the period was approximately HKD 1,256,000, compared to a loss of HKD 3,050,000 in the previous year[5] - Basic and diluted earnings per share for the period were approximately HKD 0.22, compared to a loss of HKD 0.54 in the previous year[9] - The group reported a gross profit of HKD 26,433,000, slightly down from HKD 26,669,000 in the same period last year[7] - The total comprehensive income for the period was HKD 2,791,000, compared to a loss of HKD 7,418,000 in the previous year[9] - The group incurred a net loss of HKD 3,033,000 for the period, compared to a loss of HKD 3,050,000 in the same period last year[48] Cash and Liquidity - Total cash and cash equivalents as of September 30, 2024, were approximately HKD 32,062,000, an increase from HKD 18,228,000 as of March 31, 2024[5] - The net cash generated from operating activities was HKD 11,159,000, an increase from HKD 10,056,000 year-over-year[23] - The net increase in cash and cash equivalents for the period was HKD 12,815,000, compared to HKD 11,186,000 in the prior year[23] - The group's total cash and cash equivalents as of September 30, 2024, amounted to approximately HKD 32,062,000, an increase from approximately HKD 18,228,000 as of March 31, 2024, mainly due to improved payment terms for trade receivables[84] Assets and Liabilities - Total assets amounted to HKD 121,187,000 as of September 30, 2024[10] - Non-current assets as of September 30, 2024, were approximately HKD 19,778,000, down from HKD 22,295,000 as of March 31, 2024[10] - The total assets less current liabilities amounted to HKD 89,338,000, up from HKD 86,740,000 as of March 31, 2024[12] - The company’s total equity and liabilities reached HKD 121,187,000, compared to HKD 117,101,000 in the previous period[12] - The company’s current liabilities totaled HKD 31,849,000, slightly up from HKD 30,361,000 as of March 31, 2024[12] - The group’s total liabilities as of September 30, 2024, were HKD 42,466,000, with HKD 8,156,000 in pharmaceutical wholesale and distribution and HKD 18,430,000 in hemodialysis treatment and consulting services[43] Revenue Breakdown - For the six months ended September 30, 2024, the company reported revenue of HKD 27,232,000 from external customers, compared to HKD 56,463,000 in the previous period[32] - The group reported total revenue of HKD 93,373,000 for the six months ended September 30, 2023, with HKD 25,139,000 from pharmaceutical wholesale and distribution and HKD 68,234,000 from hemodialysis treatment and consulting services[40] - Revenue from the wholesale business was approximately HKD 27,232,000, an increase of about 8.33% from HKD 25,139,000 in the previous year[65] - Revenue from the hemodialysis business was approximately HKD 56,463,000, a decrease of about 17.25% from HKD 68,234,000 in the previous year[66] Expenses and Cost Management - The group experienced a decrease in sales and distribution expenses, which were HKD 15,075,000 compared to HKD 19,791,000 in the previous year[7] - Selling and distribution expenses decreased by approximately 23.83% to HKD 15,075,000 from HKD 19,791,000 in the previous year[76] - Administrative expenses decreased by approximately 23.79% to HKD 9,056,000 from HKD 11,883,000 in the previous year[77] - The group’s employee costs, including director remuneration, amounted to HKD 13,360,000 for the period, down from HKD 14,477,000 in the previous year[45] Corporate Governance and Shareholder Information - The company has maintained high standards of corporate governance and has complied with the corporate governance code during the reporting period[117] - The Nomination and Corporate Governance Committee is responsible for reviewing the board's structure and recommending changes as necessary[121] - The Remuneration Committee determines the specific remuneration of executive directors, considering factors such as comparable company salaries and performance-linked compensation[119] - The company has not established a chairman position since the resignation of the previous chairman in 2014, with the current board members sharing the responsibilities[117] Future Outlook and Strategic Focus - The group plans to focus resources on developing hemodialysis treatment and consulting services, seeking organic growth and acquisitions[68] - The company has not provided specific future guidance or performance outlook in the recent earnings call[109] Stock Options and Shareholder Structure - The company granted a total of 80,793,054 stock options under the 2013 stock option plan, which remain outstanding or unexercised as of September 30, 2024[108] - The stock options granted to directors and employees include 11,689,222 options for employees, with an exercise price ranging from HKD 0.094 to HKD 0.668[108] - As of September 30, 2024, the company has a total of 156,862,198 shares held by its major shareholder, representing approximately 28.00% of the total issued shares[105] Compliance and Audit - The Audit Committee has reviewed the unaudited condensed consolidated results for the period and confirmed compliance with applicable accounting standards and regulations[124] - The company has adopted a code of conduct for directors' securities transactions, ensuring compliance with the standard code throughout the period ending September 30, 2024[116]

Financial Performance - The group's revenue for the six months ended September 30, 2024, was approximately HKD 83,695,000, a decrease of about 10.36% compared to HKD 93,373,000 for the same period in 2023, primarily due to a decline in revenue from the hemodialysis business[3]. - The profit attributable to the owners of the company for the period was approximately HKD 1,256,000, a significant improvement from a loss of HKD 3,050,000 in the same period last year[3]. - The basic and diluted earnings per share for the period were approximately HKD 0.22, compared to a loss of HKD 0.54 per share in the previous year[3]. - The group reported a gross profit of HKD 26,433,000 for the period, slightly down from HKD 26,669,000 in the previous year[5]. - Operating profit for the period was HKD 2,316,000, compared to an operating loss of HKD 1,994,000 in the same period last year[5]. - The company recorded a total comprehensive income of HKD 2,791,000 for the period, compared to a total comprehensive loss of HKD 7,418,000 in the previous year[5]. - The total comprehensive income for the period ended September 30, 2023, was HKD 2,726,000, compared to HKD 2,791,000 for the same period in 2024[37]. - The company recorded a loss of HKD 3,050,000 for the period, with total comprehensive expenses amounting to HKD 7,419,000[19]. Cash and Liquidity - Total cash and cash equivalents as of September 30, 2024, were approximately HKD 32,062,000, up from HKD 18,228,000 as of March 31, 2024[3]. - The company's cash and cash equivalents increased to HKD 32,062,000 as of September 30, 2023, up from HKD 15,765,000 a year earlier[37]. - The net cash generated from operating activities for the six months ended September 30, 2023, was HKD 10,056,000, compared to HKD 11,159,000 for the same period in 2024[30]. - The company reported a net cash inflow from financing activities of HKD 1,384,000 for the six months ended September 30, 2023, which increased to HKD 1,630,000 in 2024[33]. - The foreign exchange rate changes had a positive impact of HKD 1,019,000 on cash and cash equivalents during the period[36]. Assets and Liabilities - The group's total assets as of September 30, 2024, amounted to HKD 121,187,000, an increase from HKD 117,101,000 as of March 31, 2024[15]. - The total liabilities as of September 30, 2024, were HKD 42,466,000, with classified liabilities of HKD 26,586,000[70]. - Trade receivables as of September 30, 2024, totaled HKD 34,534,000, compared to HKD 37,907,000 as of March 31, 2024[82]. - Trade payables as of September 30, 2024, amounted to HKD 16,887,000, a slight decrease from HKD 17,742,000 as of March 31, 2024[84]. Equity and Shareholder Information - The total equity attributable to the owners of the company increased to HKD 76,949,000 from HKD 73,488,000 as of March 31, 2024[15]. - As of September 30, 2024, Mr. Wang holds a total equity of 168,755,611 shares, representing approximately 30.12% of the issued shares[133]. - Wei Yang Investment Development Limited holds 156,862,198 shares, accounting for approximately 28.00% of the total issued shares[138]. - The total equity held by major shareholders, including Wei Yang and Expert Wealth Investments Limited, is 156,862,198 shares, representing 28.00% of the issued shares[138]. - The shares held by Wei Yang are pledged to Hong Kong Financial Limited, which is fully owned by Expert Wealth Investments Limited[141]. Operational Segments - The company operates primarily in two segments: pharmaceutical wholesale and distribution, and dialysis treatment and consulting services[50]. - Revenue from external customers for the six months ended September 30, 2024, was HKD 83,695,000, with HKD 27,232,000 from pharmaceutical wholesale and distribution, and HKD 56,463,000 from dialysis treatment and consulting services[52]. - The wholesale business generated revenue of approximately HKD 27,232,000, an increase of about 8.33% compared to HKD 25,139,000 in the previous year, with a profit of approximately HKD 225,000[98]. - The dialysis treatment and consultation services business reported revenue of approximately HKD 56,463,000, a decrease of about 17.25% from HKD 68,234,000 in the previous year, with a profit of approximately HKD 7,080,000[99]. - The company plans to focus resources on developing dialysis treatment and consultation services, seeking organic growth and acquisitions to expand operations[101]. Corporate Governance - The company has maintained a high level of corporate governance and has fully complied with the corporate governance code during the reporting period[156]. - The remuneration committee, established on September 24, 2013, includes one executive director and three independent non-executive directors, with the chairman being Dr. Liu Yongping[158]. - The audit committee has reviewed the unaudited consolidated results for the period and confirmed that they are prepared in accordance with applicable accounting standards and regulations[162]. - The company has not established a chairman position since the resignation of the previous chairman in 2014, relying on existing board members to share the responsibilities[156]. - The company will continue to review its corporate governance framework to ensure its effectiveness[156]. Expenses and Costs - Selling and distribution expenses decreased by approximately HKD 4,716,000 or 23.83%, totaling about HKD 15,075,000 for the period[109]. - Administrative expenses were approximately HKD 9,056,000, a reduction of about HKD 2,827,000 or 23.79% compared to the same period in 2023[110]. - The company incurred finance costs of HKD 738,000 during the period, compared to HKD 893,000 in the previous year[72]. - The income tax expense for the period was HKD 256,000, an increase from HKD 146,000 in 2023[74]. Employee Information - The total number of full-time employees decreased to 155 from 193, with total employee costs amounting to approximately HKD 13,360,000[128]. - The total remuneration for key management personnel for the six months ended September 30, 2024, was HKD 1,286,000, down from HKD 1,586,000 in the previous year[94]. Stock Options and Securities - The total number of stock options granted to directors is 10,414,670, while the total for employees is 76,059,222, resulting in a combined total of 86,473,892 options[145]. - As of September 30, 2024, a total of 80,793,054 stock options have been granted under the 2013 stock option plan, with 9,733,832 options remaining outstanding[145]. - The company has the right to grant up to 56,022,213 stock options under the 2023 stock option plan[151]. - No stock options have been granted under the 2023 stock option plan as of the reporting period[151]. - The company did not purchase, sell, or redeem any of its listed securities during the period ending September 30, 2024[152].

Financial Performance - Total revenue for the fiscal year ending March 31, 2024, was approximately HKD 181,092,000, an increase of about 4.25% compared to HKD 173,702,000 in the previous year[2]. - Gross profit decreased to approximately HKD 54,740,000, down about 3.86% from HKD 56,936,000 in the previous year[2]. - Operating loss for the year was approximately HKD 39,438,000, compared to an operating profit of HKD 4,473,000 in the previous year[2]. - Loss attributable to owners of the company was approximately HKD 39,977,000, compared to a profit of HKD 1,820,000 in the previous year[2]. - Basic and diluted loss per share was approximately HKD 7.14, compared to earnings of HKD 0.32 per share in the previous year[4]. - The company reported a net loss of HKD 40,295,000 for the year, compared to a profit of HKD 1,938,000 in the previous year[4]. - The company experienced an operating loss of HKD 39,438,000 for the fiscal year ending March 31, 2024, compared to an operating loss of HKD 30,890,000 in the previous year[19][21]. - The company recorded a net expected credit loss provision of HKD 4,595,000, compared to a reversal of HKD 7,499,000 in the previous year[31]. - The company recorded a loss attributable to shareholders of approximately HKD 39,977,000 for the year, compared to a profit of HKD 1,820,000 in 2023[58]. Revenue Segments - The blood dialysis service segment generated revenue of HKD 121,424,000, while the pharmaceutical wholesale and distribution segment generated revenue of HKD 52,278,000 for the fiscal year ending March 31, 2024[21]. - Revenue from blood dialysis treatment and consulting services increased by 6.5% to HKD 129,556,000 from HKD 121,424,000[32]. - Revenue from the pharmaceutical wholesale and distribution business was approximately HKD 51,536,000, a decrease of about 1.42% from HKD 52,278,000 in 2023[49]. - Revenue from the hemodialysis treatment and consulting services business was approximately HKD 129,556,000, an increase of 6.7% from HKD 121,424,000 in 2023[50]. Assets and Liabilities - Total assets as of March 31, 2024, amounted to HKD 117,101,000, a decrease from HKD 173,448,000 as of March 31, 2023[23]. - Total liabilities as of March 31, 2024, were HKD 41,906,000, down from HKD 53,221,000 in the previous year[23]. - Non-current assets decreased to HKD 58,709,000 from HKD 96,579,000 in the previous year[6]. - Total equity attributable to owners of the company decreased to HKD 73,488,000 from HKD 118,197,000 in the previous year[7]. Cash and Dividends - Total cash and cash equivalents as of March 31, 2024, were approximately HKD 18,228,000, an increase from HKD 9,876,000 in the previous year[2]. - The company did not recommend a final dividend for the year ending March 31, 2024, consistent with the previous year[2]. - The company did not declare any dividends for the year ended March 31, 2024, consistent with 2023[37]. Corporate Governance - The company is committed to maintaining high standards of corporate governance and compliance with the Hong Kong Stock Exchange's listing rules[79]. - The company aims to enhance long-term value for shareholders and maintain high standards of corporate governance, with ongoing reviews of board diversity policies[93][100]. - The board consists of one executive director and three non-executive directors, ensuring a balance of experience and skills[102]. - The audit committee held three meetings during the fiscal year ending March 31, 2024, and reviewed the group's financial performance, ensuring compliance with applicable accounting standards and adequate disclosures[88]. - The remuneration committee also held three meetings in the fiscal year, focusing on the compensation policies for all directors and senior management, ensuring transparency and fairness in remuneration practices[91]. - The nomination and corporate governance committee conducted two meetings during the fiscal year, reviewing the board's structure and diversity, and plans to nominate at least one female member by the end of 2024[95][94]. Future Outlook - The company has applied new accounting policies for lease transactions occurring on or after April 1, 2022, which may impact future financial statements[17][16]. - The company faced a goodwill impairment loss of approximately HKD 22,310,000, impacting future profitability expectations[60]. - The company plans to fill the vacancy of independent non-executive director within three months following the resignation of a director on April 30, 2024[82]. - The company is committed to creating long-term value for shareholders through continuous efforts and support from stakeholders[100].

Financial Performance - The company's revenue for the six months ended September 30, 2023, was approximately HKD 93,373,000, an increase of about 3.58% compared to HKD 90,146,000 for the same period in 2022, driven by growth in the hemodialysis business[6]. - The operating loss attributable to the company's owners for the period was approximately HKD 3,050,000, compared to a loss of HKD 2,506,000 in 2022[6]. - Basic and diluted loss per share was approximately HKD 0.54, compared to HKD 0.45 in 2022[8]. - The total comprehensive loss for the period was approximately HKD 7,418,000, compared to HKD 13,425,000 in 2022[8]. - The company reported a loss of HKD (3,050,000) for the period ended April 1, 2023, compared to a loss of HKD (2,506,000) for the previous period[12]. - The group recorded a loss attributable to the owners of the company of approximately HKD 3,050,000 for the period, compared to a loss of approximately HKD 2,506,000 in the same period in 2022[71]. Cash and Liquidity - Total cash and cash equivalents as of September 30, 2023, were approximately HKD 15,765,000, up from HKD 9,876,000 as of March 31, 2023[6]. - The net cash generated from operating activities for the six months ended September 30, 2023, was HKD 10,056,000, a decrease of 27.5% compared to HKD 13,905,000 in the same period of 2022[21]. - The net cash used in investing activities for the six months ended September 30, 2023, was HKD (254,000), an improvement from HKD (442,000) in the previous year[21]. - The net cash generated from financing activities for the six months ended September 30, 2023, was HKD 1,384,000, down from HKD 4,079,000 in the same period of 2022[21]. - The cash and cash equivalents increased to HKD 15,765,000 as of September 30, 2023, compared to HKD 13,204,000 at the same time last year[21]. - The current ratio as of September 30, 2023, was approximately 1.72, down from approximately 2.02 as of March 31, 2023, indicating a decrease in liquidity[75]. Assets and Liabilities - The company's total assets as of September 30, 2023, were approximately HKD 175,272,000, compared to HKD 173,448,000 as of March 31, 2023[10]. - Current liabilities increased to approximately HKD 49,143,000 as of September 30, 2023, from HKD 35,236,000 as of March 31, 2023[11]. - Non-current assets decreased to approximately HKD 90,747,000 as of September 30, 2023, from HKD 96,579,000 as of March 31, 2023[10]. - The company's total liabilities as of September 30, 2023, were not explicitly stated but can be inferred from the equity and cash flow data presented[12]. - Total liabilities as of September 30, 2023, were HKD 62,287,000, with HKD 53,905,000 classified under pharmaceutical wholesale and dialysis services[37]. Revenue Breakdown - Total revenue for the six months ended September 30, 2023, was HKD 93,373,000, with HKD 25,139,000 from pharmaceutical wholesale and distribution, and HKD 68,234,000 from dialysis treatment and consulting services[32]. - Revenue from the wholesale business was approximately HKD 25,139,000, a decrease of about 8.78% compared to HKD 27,560,000 in 2022[55]. - Revenue from the blood dialysis business increased to approximately HKD 68,234,000, representing a growth of about 9.02% from HKD 62,586,000 in 2022[56]. - The company recorded a profit of approximately HKD 2,473,000 from the blood dialysis business, up from HKD 2,089,000 in 2022[56]. - Other income and revenue for the period was approximately HKD 3,011,000, an increase of about HKD 2,752,000 compared to the same period in 2022, mainly from the sale of a self-operated hemodialysis treatment center in Guangdong, China[65]. Expenses - Selling and distribution expenses were approximately HKD 19,791,000, an increase of about HKD 1,792,000 or approximately 9.96% compared to the same period in 2022, mainly due to increased marketing and logistics costs[66]. - Administrative expenses were approximately HKD 11,883,000, an increase of about HKD 1,733,000 or approximately 17.07% compared to the same period in 2022, primarily due to increases in depreciation, travel, and general office expenses[67]. - The company incurred financial expenses of HKD 893,000 for the six months ended September 30, 2023, down from HKD 938,000 in the same period of 2022[40]. - Depreciation of property, plant, and equipment for the period was HKD 4,368,000, compared to HKD 2,761,000 in the previous year[39]. Shareholder Information - As of September 30, 2023, Mr. Wang holds a total equity interest of 168,755,611 shares, representing approximately 30.12% of the issued shares[85]. - The company has a total of 156,862,198 shares held by Wei Yang Investment Development Limited, which accounts for about 28.00% of the issued shares[89]. - The total equity interest of major shareholders, including Expert Wealth Investments Limited and Hong Kong Financial Limited, is also 156,862,198 shares, representing approximately 28.00%[89]. - The shares held by Wei Yang are pledged to Hong Kong Financial Limited, which is wholly owned by Expert Wealth Investments Limited[89]. Corporate Governance - The company has adopted a code of conduct for directors regarding securities trading, which complies with the standard code[97]. - The company has maintained a high level of corporate governance and has fully complied with the corporate governance code during the reporting period[98]. - The company has not established a chairman position since the resignation of the previous chairman in 2014, and the board believes current members can share the responsibilities effectively[98]. - The audit committee has reviewed the group's unaudited condensed consolidated results for the period and believes they have been prepared in accordance with applicable accounting standards[105]. - The interim report has been published on both the Hong Kong Stock Exchange website and the company's website[107].