智通财经APP讯，天元医疗(00557)发布公告，于2025年7月21日，横琴韩悦美(本公司的间接全资附属公 司)及上海日复(本公司的间接非全资附属公司)与上海花漫订立增资协议，横琴韩悦美将向上海日复增资 人民币1551.52万元(相当于约1691.16万港元)，方式为将上海日复结欠横琴韩悦美的转换债务人民币 1551.52万元(相当于约1691.16万港元)转换为转换资本人民币1551.52万元(相当于约1691.16万港元);及上 海花漫将以现金出资方式向上海日复增资人民币1000万元(相当于约1090万港元)，两项增资将按横琴韩 悦美与上海花漫于上海日复的相应持股比例进行。 鉴于上海日复的营运资金需求，增资及股东借款将透过股权融资与免息债务融资的结合形式，为上海日 复的日常业务营运提供额外营运资金，从而进一步加强其发展能力，并提升本集团于中国提供医疗相关 服务主营业务的竞争力。 于增资完成后，上海日复的注册资本将由人民币238.46万元增加至人民币2789.98万元，而横琴韩悦美及 上海花漫于上海日复的持股比例将维持不变，分别为60.8077%及39.1923%。 此外，上海花漫根据增资出资及提供股东借 ...

Financial Performance - The company reported a net loss of approximately HKD 38.6 million for the fiscal year 2024, compared to a net loss of approximately HKD 27 million in the previous year, primarily due to an increase in goodwill impairment losses of HKD 23.5 million[4]. - The healthcare segment generated revenue of approximately HKD 7.6 million, down from HKD 25.6 million in the previous year, with a net loss of approximately HKD 12.4 million, a decrease of HKD 5.5 million from the previous year's loss[7]. - The investment holding segment reported a total net loss of approximately HKD 6.3 million, compared to HKD 3.1 million in the previous year, with a pre-tax loss of approximately HKD 18 million[5]. - The group's revenue for fiscal year 2024 was HKD 26,845,000, a significant decrease from HKD 45,230,000 in fiscal year 2023[17]. - Basic loss per share for the fiscal year 2024 was HKD 0.0858, with tangible net asset value per share decreasing from HKD 0.41 to HKD 0.39[10]. - The group reported a basic loss per share of HKD 8.58 for fiscal year 2024, compared to HKD 3.88 for fiscal year 2023[17]. - The group’s total assets decreased to HKD 260,934,000 in fiscal year 2024 from HKD 302,954,000 in fiscal year 2023[18]. - The group’s net assets decreased to HKD 175,951,000 in fiscal year 2024 from HKD 215,181,000 in fiscal year 2023[18]. Revenue and Business Segments - The Shanghai hospital generated revenue of approximately HKD 7.6 million in fiscal year 2024, down from HKD 25.6 million in fiscal year 2023, attributed to a slowdown in consumer demand due to macroeconomic conditions in China[22]. - The company plans to expand its medical and aesthetic services in China and other Asian markets, anticipating growth in consumer spending in the medical beauty industry[11]. - New skincare products, including the DA mask and the Poaoyan brand, were launched at the end of 2024, aimed at enhancing revenue streams from existing hospital services[11]. - The DA mask is specifically designed for post-operative use in aesthetic medicine, with plans for extensive promotion through Shanghai Hospital's customer channels[12]. - The Poaoyan brand focuses on post-aesthetic skincare products, targeting existing customers of Shanghai Hospital to convert them into seed users for the brand[12]. Corporate Governance - The company is committed to high standards of corporate governance, ensuring compliance with the corporate governance code and providing regular updates to the board on performance and financial status[41]. - The board consists of five members, including one executive director and three independent non-executive directors, ensuring a balanced governance structure[45]. - The company has adopted a standard code for securities trading by directors, confirming compliance throughout the review year[44]. - The board's primary functions include formulating corporate policies and strategies, overseeing business management, and ensuring alignment with the company's culture and values[48]. - The company regularly reviews its corporate governance practices to ensure adherence to the governance code[43]. - The Remuneration Committee, consisting of three independent non-executive directors and one executive director, was established to review and recommend senior management compensation proposals[55]. - The company ensures that no director or their associates participate in decisions regarding their own remuneration, maintaining fairness and transparency[62]. Risk Management and Internal Controls - The company has established a robust risk management and internal control system aimed at achieving strategic goals and safeguarding shareholder investments[74]. - The risk management framework includes a three-tier structure involving the board, audit committee, and senior management to enhance risk management across the organization[75]. - The audit committee is tasked with ensuring the effectiveness of financial reporting processes and internal controls, including compliance and risk management[65]. - The company has mechanisms in place for employees to confidentially raise concerns regarding financial reporting and internal controls[69]. - The company has established a risk management framework and conducts annual risk assessments to identify potential strategic, operational, financial, and compliance risks[81]. Environmental, Social, and Governance (ESG) Initiatives - The company has implemented a top-down ESG management approach, with the board responsible for setting ESG strategies and assessing risks[147]. - The group has committed to reducing emissions through various policies, including promoting cleaner energy and improving energy efficiency[158]. - The group emphasizes stakeholder engagement to enhance its ESG strategy and identify improvement opportunities[150]. - The group focuses on sustainable development and community engagement as part of its corporate responsibility initiatives[149]. - The group has maintained compliance with environmental regulations, reporting no significant violations related to emissions or waste management during the reporting period[154]. Employee and Workforce Management - As of December 31, 2024, the company had a total of 34 employees, a decrease from 59 employees in 2023, primarily due to high turnover influenced by the economic environment[181]. - The employee gender ratio in 2024 was 41% female and 59% male, compared to 32% female and 68% male in 2023[184]. - The overall employee turnover rate for the group was 15.9% in 2024, compared to 15.6% in 2023[198]. - The company emphasizes employee health and safety, providing various healthcare plans and regular emergency drills[199]. - The group adheres strictly to relevant occupational health and safety laws in China, including regulations specific to the medical beauty industry[200].

Financial Performance - The total revenue for the fiscal year ending December 31, 2024, was HKD 26,845,000, a decrease of 40.5% compared to HKD 45,230,000 in 2023[4] - The gross profit for the same period was HKD 21,238,000, down 24.1% from HKD 27,945,000 in the previous year[4] - The net loss for the fiscal year was HKD 38,606,000, compared to a net loss of HKD 26,957,000 in 2023, representing a 43.4% increase in losses[4] - The basic and diluted loss per share for 2024 was HKD 8.58, compared to HKD 3.88 in 2023, indicating a significant increase in per-share losses[4] - The company reported a total comprehensive loss of HKD 39,230,000 for the year, compared to HKD 26,841,000 in 2023, marking a 46.2% increase in comprehensive losses[5] - The company reported a pre-tax loss of HKD 34,238,000 for the year ended December 31, 2024, compared to a loss of HKD 15,484,000 in 2023, representing a year-over-year increase of 121.5% in losses[20] - The company recorded a net loss of approximately HKD 38.6 million for the fiscal year 2024, compared to a net loss of approximately HKD 27 million for the fiscal year 2023, primarily due to an increase in goodwill impairment losses of HKD 23.5 million[35] Asset and Liability Changes - Total assets decreased to HKD 261,469,000 in 2024 from HKD 298,023,000 in 2023, reflecting a decline of 12.3%[6] - Non-current assets decreased to HKD 86,147,000 in 2024 from HKD 121,700,000 in 2023, a decline of 29.2%[6] - The company's net asset value decreased to HKD 175,951,000 in 2024 from HKD 215,181,000 in 2023, a reduction of 18.2%[7] - Reportable segment assets decreased to HKD 259,290,000 in 2024 from HKD 301,133,000 in 2023, a reduction of 13.9%[14] - Reportable segment liabilities decreased to HKD 84,820,000 in 2024 from HKD 87,610,000 in 2023, a decline of 3.2%[14] - Accounts receivable decreased to HKD 7,960,000 in 2024 from HKD 13,188,000 in 2023, a reduction of 39.5%[25] - The company’s total receivables, including interest receivable, amounted to HKD 22,368,000 in 2024, down from HKD 27,379,000 in 2023, a decrease of 18.3%[25] - The company’s non-current receivables decreased to HKD 2,986,000 in 2024 from HKD 4,884,000 in 2023, reflecting a decline of 38.7%[25] - The company’s accounts payable decreased from HKD 4.326 million in 2023 to HKD 3.685 million in 2024[33] - The company’s other payables and accrued expenses increased from HKD 37.378 million in 2023 to HKD 40.206 million in 2024[33] Revenue by Segment - Medical service revenue decreased to HKD 9,254,000 in 2024 from HKD 27,366,000 in 2023, representing a decline of 66.1%[15] - The medical division generated revenue of approximately HKD 7.6 million in fiscal year 2024, down from HKD 25.6 million in the previous year, attributed to a slowdown in consumer demand due to macroeconomic conditions in China[37] - Interest income from third-party loans was HKD 17,591,000 in 2024, slightly down from HKD 17,864,000 in 2023, a decrease of 1.5%[15] - The company confirmed third-party loan interest income of HKD 17.6 million for fiscal year 2024, slightly down from HKD 17.9 million in the previous year[39] Goodwill and Impairment - The company's goodwill impairment loss for the year was HKD 23,473,000, which was not present in the previous year[4] - The goodwill impairment loss recognized was approximately HKD 23,473,000 due to declining revenue trends at the Shanghai hospital, influenced by macroeconomic challenges in China[24] - The company recorded a goodwill impairment loss of HKD 23,473,000 in 2024, with no such loss reported in 2023[13] Taxation and Dividends - The company did not make any provisions for Hong Kong profits tax in 2024 due to accumulated tax losses exceeding two years[18] - The effective tax rate for the company's Chinese subsidiaries remained at 25% for both years[18] - The company did not declare any final dividend for the year ended December 31, 2024, consistent with the previous year[21] - The board of directors has proposed not to declare a final dividend for the year ending December 31, 2024, consistent with the previous year[51] Business Strategy and Development - The company has identified four reportable segments: Investment Holding, Healthcare, Lending and Related Services, and Hotel Services, indicating a diversified business model[9] - The company is actively developing and expanding its core business in the medical and aesthetic surgery sectors in China and other Asian markets[41] - Management is actively seeking new business opportunities to diversify and increase revenue sources while developing existing business[46] - The group has launched comprehensive online promotions on platforms like Xiaohongshu and Douyin, and won the Bazaar Beauty Annual Award in 2024, enhancing brand influence and online visibility[43] - The group will continue its lending and related businesses in 2025, adopting more cautious credit assessments due to geopolitical tensions affecting global and Chinese macroeconomic conditions[44] - The group plans to hold various trading securities and will adjust its investment portfolio to adapt to economic conditions, aiming to improve investment returns through short-term investment plans[45] - The company plans to launch new skincare products by the end of fiscal year 2024, which are expected to become a new revenue source[38] Expenses and Cost Management - Depreciation and amortization expenses for reportable segments totaled HKD 7,979,000 in 2024, down from HKD 9,076,000 in 2023, a decrease of 12.1%[13] - The company’s prepaid expenses included approximately HKD 3,500,000 paid to business consultants for professional fees in 2024, down from HKD 5,400,000 in 2023[27]

Financial Performance - Revenue for the six months ended June 30, 2024, was HKD 14,861,000, a decrease of 37.5% compared to HKD 23,768,000 for the same period in 2023[2] - Gross profit for the same period was HKD 9,858,000, down 30.5% from HKD 14,285,000 in 2023[2] - The net loss for the six months ended June 30, 2024, was HKD 8,983,000, an improvement of 17.4% compared to a net loss of HKD 10,883,000 in 2023[2][3] - Total comprehensive loss for the period was HKD 8,390,000, compared to HKD 9,483,000 in the previous year, indicating a 11.5% reduction in losses[3] - The company reported a basic loss per share of HKD 1.40, an improvement from HKD 1.64 in the same period last year[2] - The group reported a basic loss per share of HKD 5,606,000, compared to HKD 6,570,000 for the same period in 2023[27] - The group recorded a net loss attributable to equity holders of approximately HKD 5,600,000 for the six months ended June 30, 2024, compared to a net loss of approximately HKD 6,600,000 for the same period last year, primarily due to a reduction in net loss from Shanghai Hospital by approximately HKD 3,000,000[44] Assets and Liabilities - Non-current assets decreased to HKD 101,607,000 as of June 30, 2024, from HKD 107,999,000 as of December 31, 2023[4][6] - Current assets were HKD 21,749,000, a slight decrease from HKD 22,495,000 at the end of 2023[5] - Total liabilities decreased to HKD 245,248,000 from HKD 256,769,000, reflecting a reduction of 4.5%[6] - The total reported segment assets decreased from HKD 301,133,000 as of December 31, 2023, to HKD 290,701,000 as of June 30, 2024, indicating a decline of approximately 3.5%[20] - The total liabilities reported for the segments decreased from HKD 87,773,000 to HKD 83,910,000, representing a reduction of about 4.3%[19] - Accounts receivable as of June 30, 2024, totaled HKD 26,234,000, a slight decrease from HKD 27,379,000 at the end of 2023[30] - Accounts payable as of June 30, 2024, totaled HKD 6,991,000, an increase from HKD 4,326,000 as of December 31, 2023[37] Cash Flow and Financial Position - Cash and cash equivalents at the end of the period were HKD 20,793,000, compared to HKD 6,166,000 in the previous year, showing a significant increase[10] - Operating cash flow for the period was HKD 3,508,000, a turnaround from an outflow of HKD 16,127,000 in 2023[9] - As of June 30, 2024, cash and cash equivalents were HKD 20,793,000, slightly down from HKD 20,879,000 as of December 31, 2023[36] - The company has a net cash position of HKD 20,800,000 as of June 30, 2024, resulting in a debt-to-asset ratio of zero[63] - The total loans to third parties amounted to HKD 198,907,000, with an expected credit loss provision of HKD 69,654,000[34] Revenue Sources - The company generated revenue from external customers amounting to HKD 6,714,000 in interest income for the period, compared to HKD 15,574,000 in the previous period, showing a decline of 56.9%[18] - Revenue from medical-related services decreased to HKD 6,714,000 in the first half of 2024, down 57.1% from HKD 15,574,000 in the same period of 2023[21] - Interest income from third-party loans was HKD 8,147,000, slightly down from HKD 8,194,000 year-on-year[22] - The company confirmed third-party loan interest income of HKD 8,100,000 for the period, slightly down from HKD 8,200,000 in the same period last year[46] Expenses and Costs - Administrative expenses for the group included employee costs of HKD 6,920,000, down from HKD 11,271,000 in the same period last year[26] - Depreciation and amortization expenses for the company were HKD 4,176,000, down from HKD 4,528,000, indicating a decrease of 7.8%[18] - Depreciation of property, plant, and equipment was HKD 354,000, down from HKD 395,000 in the previous year[26] Segment Performance - Shanghai Hospital generated revenue of approximately HKD 5,900,000 and a net loss of approximately HKD 6,300,000 during the period, compared to revenue of approximately HKD 14,600,000 and a net loss of approximately HKD 9,300,000 in the same period last year[45] - The investment holding segment recorded a net loss of approximately HKD 9,400,000 before tax for the period, compared to a net loss of approximately HKD 6,500,000 in the same period last year, due to a net loss of approximately HKD 1,400,000 from realized and unrealized valuation of securities[47] - The company’s segment assets for the medical division increased from HKD 64,465,000 to HKD 71,066,000, marking an increase of approximately 10.5%[18] Corporate Governance and Compliance - The company has adopted the "Standard Code for Securities Transactions by Directors" and all directors have confirmed compliance throughout the reporting period[59] - The company is actively reviewing its corporate governance practices to ensure compliance with the Corporate Governance Code[55] - The company is seeking suitable candidates for executive director roles to comply with corporate governance requirements[55] - The board of directors guarantees the authenticity, accuracy, and completeness of the mid-term financial report for 2024, assuming individual and joint legal responsibility[71] Future Outlook and Strategy - The group plans to continue expanding its core medical business, particularly in plastic surgery and medical beauty services in China and other Asian markets[48] - Shanghai Hospital aims to enhance brand awareness and market share in 2024 by increasing marketing efforts and improving service quality[49] - The group will adopt more cautious credit assessments and procedures in its lending and related businesses due to the adverse effects of US-China trade tensions[50] - The group intends to monitor and adjust its investment portfolio to adapt to economic conditions, while exploring different short-term investment plans to improve returns[51] - The management is actively seeking other business opportunities to diversify and increase revenue sources[52] Legal and Regulatory Matters - The company is currently in litigation to recover unpaid loans from the second guarantor, with legal proceedings ongoing[58] - The company has initiated bankruptcy proceedings against the first guarantor, with a claim amounting to approximately USD 12,000,000[35] - There are no significant contingent liabilities reported as of June 30, 2024[62] Shareholder Information - Major shareholders include Tian Yuan Manganese Co., Ltd. holding 266,069,294 shares, representing 66.69% of the issued share capital, and Ningxia Tian Yuan Manganese Group Co., Ltd. holding 249,539,294 shares, representing 62.54%[70] - No interim dividend was declared for the first half of 2024, consistent with the previous year[29] - The board does not recommend the payment of an interim dividend for the six months ended June 30, 2024[54] Miscellaneous - The company has not adopted any new accounting standards or amendments during the reporting period, maintaining consistency with previous financial statements[14] - The company has not engaged in any major acquisitions or disposals of subsidiaries, associates, or joint ventures during the reporting period[61] - The company has not purchased, sold, or redeemed any of its listed securities during the reporting period[60] - No stock option plans are in place as of June 30, 2024[68] - No transfers occurred between the fair value measurement levels during the reporting periods[41]

Financial Performance - Revenue for the six months ended June 30, 2024, was HKD 14,861,000, a decrease of 37.5% compared to HKD 23,768,000 for the same period in 2023[2] - Gross profit for the period was HKD 9,858,000, with a gross margin of approximately 66.3%[2] - The net loss for the period was HKD 8,983,000, compared to a net loss of HKD 10,883,000 in the prior year, representing a 17.4% improvement[3] - Basic and diluted loss per share was HKD 1.40, an improvement from HKD 1.64 in the same period last year[2] - The company reported a total comprehensive loss of HKD 8,390,000 for the period, compared to HKD 9,483,000 in the previous year[3] - The group's reported revenue for the medical segment was HKD 5,894,000 for the six months ended June 30, 2024, down from HKD 14,634,000 in the same period of 2023, representing a decrease of approximately 59.8%[9] - The total reported segment loss for the group was HKD 8,983,000 for the six months ended June 30, 2024, compared to a loss of HKD 10,883,000 in the same period of 2023, indicating an improvement of approximately 17.4%[9] - The group reported a basic loss per share of HKD 5,606,000 for the six months ended June 30, 2024, compared to HKD 6,570,000 for the same period in 2023, showing a reduction of approximately 14.7%[12] Assets and Liabilities - Total assets as of June 30, 2024, were HKD 245,248,000, down from HKD 256,769,000 as of December 31, 2023[4] - Current assets decreased to HKD 176,790,000 from HKD 181,254,000 at the end of 2023[4] - Non-current assets were HKD 38,801,000, a decrease from HKD 43,683,000 at the end of 2023[4] - The group's total assets decreased to HKD 288,880,000 as of June 30, 2024, from HKD 301,133,000 as of December 31, 2023, a decline of about 4.1%[9] - The group's receivables as of June 30, 2024, amounted to HKD 26,234,000, slightly down from HKD 27,379,000 as of December 31, 2023, a decrease of about 4.2%[15] - Accounts payable increased to HKD 6,991,000 as of June 30, 2024, from HKD 4,326,000 as of December 31, 2023[22] - The group provided loans amounting to HKD 198,907,000 as of June 30, 2024, compared to HKD 200,760,000 as of December 31, 2023, reflecting a decrease of approximately 0.9%[18] - The group’s expected credit loss provision for receivables was HKD 6,136,000 as of June 30, 2024, compared to HKD 6,801,000 as of December 31, 2023, indicating a reduction of about 9.7%[15] Income and Expenses - Interest income for the group increased to HKD 8,412,000 in the first half of 2024, compared to HKD 8,208,000 in the same period of 2023, reflecting a growth of about 2.5%[9] - The group's administrative expenses for the medical segment were HKD 6,920,000 for the first half of 2024, down from HKD 11,271,000 in the same period of 2023, a decrease of approximately 38.5%[11] - The company recognized interest income from third-party loans of HKD 8,100,000 during the period, slightly down from HKD 8,200,000 in the previous year[26] - The company’s investment holding segment recorded a net loss of approximately HKD 1,400,000 from realized and unrealized valuation losses, compared to a net gain of HKD 3,500,000 in the same period last year[27] Dividends and Governance - The group did not declare an interim dividend for the six months ended June 30, 2024, consistent with the previous year[14] - The board does not recommend the payment of an interim dividend for the six months ending June 30, 2024, consistent with the previous period[33] - The audit committee has reviewed the unaudited interim results and financial information for the period without objection to the content and accounting practices used[32] - The company is committed to identifying suitable executive director candidates to share the responsibilities of the chairperson and CEO, ensuring compliance with corporate governance codes[34] - The company has adopted the standard code of conduct for directors' securities transactions and confirmed compliance throughout the period[36] - There were no purchases, sales, or redemptions of the company's listed securities by the company or its subsidiaries during the period[37] Strategic Plans and Market Opportunities - The company plans to enhance marketing efforts and brand awareness for Shanghai Hospital in 2024, aiming to increase customer numbers and business scale[28] - The company is actively seeking diverse cooperation channels and enhancing communication with partners to jointly explore market opportunities[28] - The company aims to optimize its cost structure and reduce expenses to improve profit margins[28] - The company will explore new service and product developments, including joint development of medical beauty consumables[28] - Management is actively seeking other business opportunities to diversify and increase revenue sources while developing existing business[31] Legal and Compliance Matters - The company has initiated bankruptcy proceedings against the first guarantor, with a claim amount of approximately USD 12,000,000[20] - The group will continue its lending and related businesses in 2024, adopting more cautious credit assessments and procedures due to the adverse effects of US-China trade tensions[29] - The group plans to hold various trading securities and will adjust its investment portfolio to adapt to economic conditions, aiming to improve investment returns through different short-term investment plans[30]

Financial Performance - The company reported a net loss attributable to equity holders of approximately HKD 15.5 million for the fiscal year 2023, a decrease from a net loss of approximately HKD 29 million in the previous year, primarily due to an increase in valuation gains of financial assets by approximately HKD 8.6 million and a reduction in administrative expenses by HKD 15.9 million [5]. - The investment holding segment recorded a total loss of approximately HKD 3.1 million for the fiscal year 2023, compared to a net gain of approximately HKD 36.1 million in the previous year, resulting in a pre-tax loss of approximately HKD 13.2 million [6]. - The Shanghai hospital generated revenue of approximately HKD 25.6 million in fiscal year 2023, down from HKD 31.1 million in fiscal year 2022, with a net loss of approximately HKD 17.9 million [8]. - The company confirmed interest income from third-party loans of HKD 17.9 million for fiscal year 2023, an increase from HKD 16.5 million in the previous year [10]. - The basic loss per share for fiscal year 2023 was HKD 0.0388, with the net asset value per share increasing from HKD 0.39 to HKD 0.41 [11]. - In the fiscal year 2023, the company recorded a net loss of approximately HKD 27 million, a decrease from a net loss of approximately HKD 40.3 million in the fiscal year 2022 [22]. - The loss attributable to equity holders of the company for fiscal year 2023 was approximately HKD 15.5 million, compared to HKD 29 million in fiscal year 2022 [22]. - The company's total assets as of December 31, 2023, were HKD 303 million, down from HKD 333.5 million as of December 31, 2022 [30]. - The company's net assets decreased to HKD 215.2 million in fiscal year 2023 from HKD 242 million in fiscal year 2022 [20]. - The company's operating income from the lending and related business segment was HKD 17.9 million in fiscal year 2023, compared to HKD 16.5 million in fiscal year 2022 [28]. - The company's total cash and cash equivalents decreased from HKD 26,500,000 on December 31, 2022, to HKD 20,900,000 on December 31, 2023, resulting in a net cash outflow of HKD 3,300,000 [31]. Operational Strategy - The company plans to enhance its marketing efforts and brand awareness for the Shanghai hospital in 2024, aiming to increase customer numbers and business scale [13]. - The company is actively seeking experienced hospital management personnel to improve operational levels and marketing capabilities [14]. - The management is exploring new business opportunities to diversify and increase revenue sources [17]. - Shanghai Hospital aims to diversify its service offerings and explore new revenue channels, including joint development of medical beauty consumables and new media business initiatives [39]. - The group plans to enhance its core business in the medical and cosmetic surgery sectors in China and other Asian markets, with a focus on increasing brand awareness and market share in 2024 [38]. Corporate Governance - The roles of the Chairman and CEO have been combined under Ms. Dong Wei since November 4, 2022, responsible for the overall business development strategy and planning [52]. - The board consists of six members: one executive director, two non-executive directors, and three independent non-executive directors, with no financial or familial relationships among them [46]. - All directors confirmed compliance with the standards for securities trading as per the listing rules throughout the review year [45]. - The board held 16 meetings in 2023, with Ms. Dong Wei attending all, while other directors had varying attendance rates [50]. - The company is actively seeking a suitable executive director to share the responsibilities of the Chairman and CEO to comply with governance codes [53]. - The board is responsible for formulating corporate policies and overall strategies, ensuring alignment with the company's culture and values [49]. - The company provides training for directors to ensure they understand their responsibilities under the listing rules and relevant regulations [51]. - Independent non-executive directors have confirmed their independence as per the listing rules, ensuring effective oversight [48]. - The company is committed to maintaining high standards of corporate governance and compliance with the Hong Kong Stock Exchange listing rules [44]. Risk Management - The company has established a robust risk management and internal control system to achieve strategic goals and protect shareholder investments [75]. - The risk management framework includes a three-tier structure involving the board, audit committee, and senior management to enhance risk management across the organization [76]. - The audit committee reviews significant risk assessment reports and various risk management reports [79]. - The board and audit committee are tasked with evaluating major risks faced by the company and the current state of risk management [79]. - The company ensures that adequate resources are allocated to internal audit functions and that they maintain an appropriate status within the organization [70]. - The audit committee discusses the effectiveness of the risk management and internal control systems with management [75]. - The company has established a risk management framework and conducts annual risk assessments to identify potential strategic, operational, financial, and compliance risks [80]. Environmental, Social, and Governance (ESG) - The company has implemented a top-down ESG management policy and established effective ESG management systems and processes [149]. - The report covers the fiscal year from January 1, 2023, to December 31, 2023, focusing on the company's sustainable development management policies and performance [148]. - The company emphasizes stakeholder engagement to better understand and meet their needs, concerns, and expectations regarding ESG issues [154]. - Key ESG focus areas identified during the reporting period include occupational health and safety, product and service quality management, and operational compliance in the medical beauty business [156]. - The company aims to maintain effective communication with stakeholders, including employees, customers, investors, suppliers, and the community, to enhance its ESG strategies [155]. - The company is committed to environmental protection, sustainable development, and community care through collaboration with key stakeholders and partners [153]. - The total greenhouse gas emissions for the reporting period amounted to 331,923.35 kg, an increase from 235,832.30 kg in the previous year, primarily due to higher electricity consumption and fuel usage for business vehicles [165]. - The company reported a sulfur dioxide (SOx) emission of 3.93 grams in 2023, up from 3.42 grams in 2022, and nitrogen oxides (NOx) emissions increased to 376.17 grams from 289.09 grams [161]. - The company generated 331,212.55 kg of carbon dioxide (CO2) from purchased electricity, compared to 235,213.28 kg in the previous year, indicating a significant rise in energy consumption [165]. - The company has implemented various policies to reduce emissions, including promoting the use of cleaner and renewable energy sources and enhancing energy efficiency [162]. Employee Management - The total number of employees decreased to 59 as of December 31, 2023, from 111 in the previous year [33]. - The overall employee turnover rate for 2023 is 156%, up from 78% in 2022, with male turnover at 116% and female turnover at 175% [197]. - The employee distribution by gender in 2023 is 32% female and 68% male, consistent with 2022 [188]. - In 2023, 78% of employees are full-time and 22% are part-time, unchanged from 2022 [190]. - The company emphasizes a diverse workforce, with a focus on equal opportunities and anti-discrimination policies [185]. - The company has implemented a comprehensive learning and development plan, including tailored training programs for specific departments [185]. - Health and safety measures include regular emergency drills and adherence to local government guidelines for workplace safety [198]. - The company continues to enforce virus prevention measures to ensure the health and safety of employees and customers [200].

Financial Performance - The total revenue for the fiscal year ended December 31, 2023, was HKD 45,230,000, a decrease of 16.5% compared to HKD 54,216,000 in 2022[5] - Gross profit for the same period was HKD 27,945,000, down 19.7% from HKD 34,825,000 in the previous year[5] - The net loss for the year was HKD 26,957,000, an improvement of 33.1% compared to a net loss of HKD 40,349,000 in 2022[5] - Basic and diluted loss per share was HKD 3.88, compared to HKD 7.28 in the prior year, indicating a reduction in loss per share by 46.5%[5] - The total comprehensive income for the group was impacted by a net loss of HKD (3,904) thousand in 2023, compared to a loss of HKD (5,030) thousand in 2022, showing an improvement[22] - The net loss before tax for 2023 was HKD 15,484,000, an improvement from a loss of HKD 29,036,000 in 2022[32] - The company recorded a net loss of approximately HKD 27 million for the fiscal year 2023, a decrease from a net loss of approximately HKD 40.3 million in the previous year, primarily due to an increase in fair value gains of HKD 8.6 million and a reduction in administrative expenses of HKD 15.9 million[45] Assets and Liabilities - Total assets decreased to HKD 256,769,000 from HKD 289,312,000, reflecting a decline of 11.2% year-over-year[9] - Non-current assets decreased to HKD 121,700,000 from HKD 143,718,000, a reduction of 15.3%[9] - Cash and cash equivalents at year-end were HKD 20,879,000, down from HKD 26,496,000, a decrease of 21.5%[9] - Accounts receivable decreased to HKD 6,387,000 in 2023 from HKD 15,992,000 in 2022, a reduction of 60%[35] - The total amount of loans provided to third parties was HKD 200,760,000, slightly down from HKD 200,850,000 in 2022[38] - The expected credit loss provision for loans was HKD 69,536,000 in 2023, compared to HKD 66,575,000 in 2022, indicating a slight increase[38] - The company’s total liabilities include accounts payable of HKD 4.3 million and other payables of HKD 37.4 million as of the reporting date[44] Segment Performance - The healthcare segment generated revenue of HKD 27,366 thousand in 2023, down from HKD 37,702 thousand in 2022, representing a decline of approximately 27.5%[22] - The lending and related businesses segment reported an increase in interest income from HKD 16,514 thousand in 2022 to HKD 17,864 thousand in 2023, an increase of about 8.2%[22] - The investment holding segment reported a loss before tax of HKD (13,243) thousand in 2023, compared to a profit of HKD 18,242 thousand in 2022, indicating a significant decline in performance[22] - The total reported segment revenue for 2023 was HKD 45,382 thousand, down from HKD 54,244 thousand in 2022, a decrease of approximately 16.3%[22] - Medical-related services revenue decreased to HKD 27,366,000 in 2023 from HKD 37,702,000 in 2022, representing a decline of 27.5%[24] - The medical segment generated revenue of approximately HKD 25.6 million in fiscal year 2023, down from HKD 31.1 million in the previous year, with a net loss of approximately HKD 17.9 million compared to HKD 19 million in the prior year[47] Administrative and Other Expenses - Administrative expenses were reduced to HKD 40,752,000 from HKD 56,633,000, a decrease of 28.1%[5] - The company incurred administrative expenses of HKD 20,039,000 in 2023, down from HKD 26,961,000 in 2022, a decrease of 25.5%[31] - The interest expense on lease liabilities was HKD 3,543,000 in 2023, a decrease from HKD 3,959,000 in 2022, reflecting a reduction of 10.5%[28] Dividends and Future Plans - The company did not declare any final or interim dividends for the year ending December 31, 2023, consistent with 2022[33] - The company has not recommended the distribution of a final dividend for the fiscal year 2023[49] - The company plans to continue expanding its medical and cosmetic surgery services in China and other Asian markets, anticipating growth in consumer spending in the medical beauty industry[50] - The group will continue to hold various securities and will monitor and adjust the investment portfolio as needed to adapt to the economic environment[52] - The group is actively seeking other business opportunities to diversify and increase revenue sources[54] Credit and Risk Management - The company recognized expected credit loss of HKD 10,013,000, significantly higher than HKD 800,000 in the previous year[5] - The company will adopt more cautious credit assessments and procedures in its lending and related businesses due to the adverse impacts of trade disputes and the COVID-19 pandemic[51] Bankruptcy Proceedings - The company has initiated bankruptcy proceedings against the first guarantor, with a claim amount of approximately USD 12 million submitted on May 19, 2022[41] Segment Reporting - The group confirmed deferred tax assets related to temporary differences, which are expected to offset taxable profits in the future, with no significant impact on financial performance[17] - The group has identified four reportable segments: Investment Holding, Healthcare, Lending and Related Businesses, and Hotels, with no combined operating segments[18]

Financial Performance - Revenue for the six months ended June 30, 2023, was HKD 23,768,000, a decrease of 4.9% compared to HKD 24,984,000 in the same period of 2022[3] - Gross profit for the same period was HKD 14,285,000, down 14.2% from HKD 16,649,000 year-on-year[3] - Operating loss narrowed to HKD 8,914,000 from HKD 20,013,000 in the previous year, indicating improved operational efficiency[3] - The net loss for the period was HKD 10,883,000, significantly reduced from HKD 22,200,000 in the prior year[4] - Basic and diluted loss per share improved to HKD 1.64 from HKD 4.64 year-on-year[3] - The net loss for the six months ended June 30, 2023, is HKD 6,570,000, compared to a loss of HKD 11,632,000 for the same period in 2022[14] - The company reported a total comprehensive income of HKD (6,705,000) for the six months ended June 30, 2023[12] - The reported segment loss for the six months was HKD 10,883,000, an improvement from a loss of HKD 22,200,000 in the previous year[27] - The company reported a net loss attributable to equity holders of approximately HKD 6,600,000 for the period, a significant decrease from a net loss of approximately HKD 18,500,000 in the same period last year, primarily due to a turnaround from unrealized losses to unrealized gains in securities[67] Assets and Liabilities - Total assets as of June 30, 2023, were HKD 275,665,000, a decrease from HKD 289,312,000 at the end of 2022[6] - Cash and cash equivalents decreased to HKD 6,166,000 from HKD 26,496,000 at the end of 2022, reflecting liquidity challenges[6] - Non-current assets decreased to HKD 125,795,000 from HKD 143,718,000, primarily due to depreciation and amortization[6] - The company’s total liabilities as of June 30, 2023, are not explicitly stated but are implied to have increased due to the reported losses and cash outflows[12] - Total reported segment assets as of June 30, 2023, were HKD 319,374,000, a decrease from HKD 333,529,000 at the end of 2022[29] - Total reported segment liabilities decreased to HKD 86,688,000 from HKD 91,360,000 at the end of 2022[29] - The company’s accounts payable decreased to HKD 39,535,000 as of June 30, 2023, from HKD 40,005,000 as of December 31, 2022, showing a slight reduction in liabilities[58] Cash Flow and Financing - The net cash used in operating activities for the six months ended June 30, 2023, is HKD 16,127,000, compared to HKD 11,632,000 in the previous year[14] - The company’s cash flow from operating activities included interest received of HKD 2,389,000, down from HKD 6,883,000 in the previous year[14] - The financing activities resulted in a cash outflow of HKD 4,203,000 for lease liabilities during the six months ended June 30, 2023[16] - As of June 30, 2023, the company had no bank borrowings and reported a net cash position of HKD 6,200,000, resulting in a debt-to-asset ratio of zero[89] Revenue Segments - For the six months ended June 30, 2023, the total reported segment revenue was HKD 23,782,000, a decrease of 4.9% compared to HKD 24,994,000 in 2022[27] - Medical service revenue for the same period was HKD 15,574,000, down 17.8% from HKD 18,785,000 in 2022[30] - Revenue from Shanghai Hospital for the period was approximately HKD 14,600,000, compared to HKD 12,900,000 in the same period last year, while the net loss was approximately HKD 9,300,000, slightly improved from HKD 9,700,000[68] Cost Management - The company is focusing on cost control, with administrative expenses reduced to HKD 23,103,000 from HKD 29,400,000 year-on-year[3] - The total employee cost for the six months ended June 30, 2023, was HKD 11,300,000, with a total of 90 employees[92] Credit and Risk Management - The company has made significant provisions for expected credit losses, with a total of HKD 67,211,000 as of June 30, 2023, reflecting a cautious approach to credit risk management[51] - The company has a policy of assessing the recoverability of loans on an individual basis, which includes evaluating the credit quality of borrowers[51][52] - The company will adopt more cautious credit assessments and procedures in its lending and related businesses due to the ongoing global economic challenges[74] Shareholder Information - As of June 30, 2023, major shareholders hold significant stakes in the company, with Dong Jufeng and Jia Tianjiang each owning approximately 66.69% of the issued share capital, totaling 266,069,294 shares[96] - Tianyuan Manganese Industry Co., Ltd. holds a beneficial interest of 62.54%, with 249,539,294 shares, and an additional 4.14% represented by 16,530,000 shares under a mortgage interest[96] - The company confirms that there are no other individuals, apart from the directors and senior management, holding 5% or more of the shares as of June 30, 2023[98] Corporate Governance - The board of directors guarantees the authenticity, accuracy, and completeness of the mid-year financial report for 2023, ensuring no misleading statements or significant omissions[98] - The audit committee, composed of three independent non-executive directors, reviewed the interim results and financial information without objection[76] - The company is actively seeking suitable candidates to fulfill the role of executive director to comply with corporate governance codes[79] - The company has adopted the "Standard Code for Securities Transactions by Directors" and confirmed compliance throughout the period[84]

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告之內容概不負責，對其準確 性或完整性亦不發表任何聲明，並明確表示概不就因本公告全部或任何部分內容而產生或因 依賴該等內容而引致之任何損失承擔任何責任。 CHINA TIAN YUAN HEALTHCARE GROUP LIMITED 中 國 天 元 醫 療 集 團 有 限 公 司 （於開曼群島註冊成立之有限公司） 557 （股份代號： ） 二零二三年中期業績－公告 截至二零二三年六月三十日止六個月之未經審核綜合業績 業績 中國天元醫療集團有限公司（「本公司」）董事（「董事」）會（「董事會」）公告本公司、 其附屬公司及聯營公司（「本集團」）截至二零二三年六月三十日止六個月（「期 內」）之未經審核綜合業績，連同比較數字列載如下。 ...

Financial Performance - The company reported a net loss attributable to equity holders of approximately HKD 29 million for the fiscal year 2022, compared to a net loss of approximately HKD 16.9 million in the previous year, primarily due to the negative impact of COVID-19 on revenue from the Shanghai hospital[6]. - The investment holding segment recorded a total realized and unrealized gain of approximately HKD 36.1 million in fiscal year 2022, a significant increase from approximately HKD 1.7 million in the previous year, resulting in a profit before tax of approximately HKD 18.2 million[7]. - Revenue from the Shanghai hospital decreased significantly to approximately HKD 31.1 million in fiscal year 2022, down from HKD 66.7 million in fiscal year 2021, due to lockdowns and restrictions in Shanghai[8]. - The company’s basic loss per share for fiscal year 2022 was HKD 0.0728, compared to HKD 0.0422 in the previous year[11]. - The company reported a total revenue of HKD 54.2 million for fiscal year 2022, a decrease from HKD 94.6 million in fiscal year 2021[18]. - The company recorded a net loss of approximately HKD 40.3 million for the fiscal year 2022, compared to a net loss of approximately HKD 19.1 million in the fiscal year 2021, primarily due to the negative impact of COVID-19 on revenue from the Shanghai hospital[22]. - The investment holding segment reported a total net gain of approximately HKD 36.1 million for the fiscal year 2022, significantly up from approximately HKD 1.7 million in the fiscal year 2021[23]. - Revenue from the Shanghai hospital was approximately HKD 31.1 million in fiscal year 2022, down from approximately HKD 66.7 million in fiscal year 2021, with a net loss of approximately HKD 19 million[24]. - The company confirmed third-party loan interest income of HKD 16.5 million for fiscal year 2022, slightly down from HKD 16.8 million in fiscal year 2021[27]. Business Strategy and Expansion - The company plans to continue expanding its core business in cosmetic and medical services in China and other Asian markets, anticipating growth in consumer spending in the medical beauty industry[13]. - The company is actively seeking new business opportunities to diversify and increase revenue sources[16]. - The company aims to explore various short-term investment plans to improve investment returns using its cash reserves[15]. - The group aims to further develop and expand its core business in the medical and cosmetic surgery sectors in China and other Asian markets, anticipating growth in consumer spending in the Chinese medical beauty industry[37]. - The group will continue its lending and related businesses, adopting more cautious credit assessments and procedures in light of global economic disruptions and trade disputes[38]. Corporate Governance - The board of directors held 24 meetings in 2022, with attendance rates for executive directors ranging from 21/24 to 24/24[48]. - The company has a clear division of responsibilities between the chairman and the CEO, with the current chairman and CEO being the same person since November 4, 2022[50]. - Non-executive and independent non-executive directors serve a term of two years and must stand for re-election at the annual general meeting[53]. - The company ensures that all directors receive appropriate training and are provided with comprehensive onboarding materials upon their appointment[49]. - The board is actively seeking suitable candidates to share the responsibilities of the chairman and CEO to comply with governance codes[51]. - The company emphasizes the importance of effective communication with shareholders and encourages open discussions among directors[52]. - The board is responsible for approving strategic plans, significant operational matters, investments, and loans, while also reviewing financial performance[47]. - Independent non-executive directors have attended various committee meetings, with attendance rates for some reaching 100%[48]. - The company has established a culture of ethical and responsible conduct, which is reinforced throughout the organization[47]. - The chairman plays a crucial role in ensuring that all directors are adequately informed and that board meetings are effective[52]. Risk Management and Internal Control - The company has established a robust risk management and internal control system aimed at achieving strategic goals and protecting shareholder investments[70]. - The risk management framework includes a three-tier structure involving the board, senior management, and business function management[71]. - The company conducts annual risk assessments to identify potential strategic, operational, financial, and compliance risks[75]. - An independent internal audit function regularly reviews the effectiveness of the company's risk management and internal control measures[77]. - The board is satisfied with the effectiveness and adequacy of the current risk management and internal control systems[78]. Environmental, Social, and Governance (ESG) Initiatives - The company has implemented a top-down management approach for ESG management and established effective ESG management systems and processes[147]. - The company reported a total greenhouse gas emission of 235,831.65 kg in 2022, a slight decrease from 240,598.67 kg in 2021[162]. - The company generated 3.42 grams of sulfur dioxide (SOx) emissions in 2022, an increase from 1.85 grams in 2021[160]. - The nitrogen oxides (NOx) emissions rose to 289.09 grams in 2022, compared to 62 grams in 2021[160]. - The company utilized 235,213 kg of carbon dioxide (CO2) emissions from purchased electricity in 2022, down from 240,258 kg in 2021[162]. - The company engaged in various stakeholder communications to enhance its ESG strategies and identify improvement opportunities[153]. - The company emphasized the importance of stakeholder feedback in shaping its sustainable development initiatives[155]. - The company has committed to reducing emissions through energy efficiency and the use of cleaner energy sources[161]. - The company has implemented policies to manage waste and emissions in compliance with relevant environmental regulations[156]. - The company identified occupational health and safety, product quality management, and operational compliance as key ESG focus areas during the reporting period[155]. Employee Management and Turnover - The overall employee turnover rate for the group in 2022 was 78%, a significant increase from 11% in 2021[196]. - The turnover rate for male employees in 2022 was 60%, compared to 8% in 2021, while for female employees it was 87%, up from 12%[196]. - The turnover rate for employees aged 18-25 reached 150% in 2022, compared to 13% in 2021[196]. - The group has a total of 111 employees as of December 31, 2022, down from 112 in 2021[183]. - The group has implemented a comprehensive learning and development plan to enhance employee skills and retention[182]. - The group emphasizes compliance with environmental regulations and has taken steps to ensure supply chain stability amid climate change risks[180]. - The group encourages the use of natural and pollution-free materials in beauty products to promote environmental sustainability[180]. - The group has expanded its supplier network to mitigate the impact of extreme weather on logistics and quality[180]. Health and Safety Measures - The company emphasizes the health and safety of both customers and employees, implementing various healthcare plans including regular preventive health check-ups and medical insurance[198]. - The company adheres strictly to relevant laws and regulations regarding occupational health and safety, particularly in the medical beauty sector, ensuring compliance with multiple national standards[199]. - To mitigate the risk of infection during surgeries, the company mandates medical staff to wear protective gear, including impermeable gloves and masks, and conducts monthly training on infection control[199]. - The company has established multiple infection prevention measures in response to COVID-19, including regular nucleic acid testing for employees and disinfection facilities in public areas[200]. - The vaccination completion rate for medical staff reached 100% for the third dose during the year, highlighting the company's commitment to employee health[200].