Supplemental Announcement Regarding the Annual Results Announcement for the Year Ended March 31, 2025 [Core Content of the Announcement](index=1&type=section&id=Core%20Content%20of%20the%20Announcement) This announcement clarifies the "Emphasis of Matter" in the auditor's opinion for the annual results, confirming an unmodified opinion despite post-period subsidiary disposals - This announcement supplements and clarifies the "Emphasis of Matter" paragraph in the auditor's opinion within the annual results announcement released on June 30, 2025[2](index=2&type=chunk) - The "Emphasis of Matter" concerns the estimated financial impact from the post-reporting period (after March 31, 2025) disposal of certain subsidiaries, with details disclosed in "Subsequent Events" and Note 52 of the annual report[2](index=2&type=chunk)[3](index=3&type=chunk) - The Board confirms that, despite the "Emphasis of Matter," the auditor continues to issue an **unmodified opinion** on the company's financial statements[4](index=4&type=chunk) [Company and Board Information](index=1&type=section&id=Company%20and%20Board%20Information) This announcement, released in Hong Kong on July 2, 2025, discloses the composition of the Board of Directors as of the announcement date - The announcement was released on July 2, 2025, Hong Kong time[6](index=6&type=chunk) Board of Directors Composition | Position | Name | | :--- | :--- | | **Executive Directors** | | | Chairman | Mr. Huang Qihao | | Director | Mr. Huang Zhuguang | | Director | Mr. Hou Ruilin | | Director | Mr. Xia Ding | | **Independent Non-Executive Directors** | | | Director | Mr. Qian Zhihao | | Director | Ms. Xu Nan | | Director | Professor Zhang Jiayu |

[Performance Summary and Financial Statements](index=2&type=section&id=Performance%20Summary%20and%20Financial%20Statements) [Consolidated Statement of Profit or Loss](index=2&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss) The Group's revenue grew 12.3% to **RMB 1.62 billion**, but it incurred a **RMB 53.01 million** gross loss and a significant **RMB 2.52 billion** annual loss, primarily due to increased property impairment and provisions | Indicator | Year Ended March 31, 2025 (RMB Thousand) | Year Ended March 31, 2024 (RMB Thousand) | | :--- | :--- | :--- | | Revenue | 1,618,544 | 1,440,982 | | (Gross Loss)/Gross Profit | (53,006) | 130,789 | | Loss Before Tax | (2,456,536) | (742,767) | | Loss for the Year | (2,519,612) | (750,242) | | Loss Attributable to Owners of the Company | (2,339,899) | (785,629) | | Basic and Diluted Loss Per Share (RMB Cents) | (85.99) | (32.93) | [Consolidated Statement of Financial Position](index=4&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) The Group's financial position significantly deteriorated, with net assets plummeting from **RMB 2.51 billion** to **RMB 397.1 million**, and a critical shift to **RMB 1.13 billion** net current liabilities | Indicator | March 31, 2025 (RMB Thousand) | March 31, 2024 (RMB Thousand) | | :--- | :--- | :--- | | Total Non-current Assets | 1,933,304 | 1,830,931 | | Total Current Assets | 8,279,542 | 9,692,018 | | **Total Assets** | **10,212,846** | **11,522,949** | | Total Current Liabilities | 9,409,989 | 7,676,516 | | Total Non-current Liabilities | 405,755 | 1,338,691 | | **Total Liabilities** | **9,815,744** | **9,015,207** | | **Net Assets** | **397,102** | **2,507,742** | | **Net Current (Liabilities)/Assets** | **(1,130,447)** | **2,015,502** | [Summary of Independent Auditor's Report](index=23&type=section&id=Summary%20of%20Independent%20Auditor%27s%20Report) The auditor issued an unmodified opinion but highlighted a 'material uncertainty related to going concern' due to the Group's significant loss, **RMB 1.13 billion** net current liabilities, and **RMB 510 million** in defaulted borrowings - The auditor's report explicitly states that as of March 31, 2025, the Group recorded a net loss of approximately **RMB 2.52 billion**, with current liabilities exceeding current assets by approximately **RMB 1.13 billion**, and **RMB 510 million** in defaulted borrowings, indicating material uncertainty that may cast significant doubt on the Group's ability to continue as a going concern[56](index=56&type=chunk) [Management Discussion and Analysis](index=24&type=section&id=Management%20Discussion%20and%20Analysis) [Business Review](index=27&type=section&id=Business%20Review) The Group's business segments showed mixed performance, with healthcare and e-commerce growing but real estate development incurring a substantial **RMB 2.18 billion** loss, and property investment declining [Healthcare and Pharmaceutical Retail](index=27&type=section&id=Healthcare%20and%20Pharmaceutical%20Retail) Revenue in this segment surged 117.3% to **RMB 191 million** due to acquisitions and new models, but it incurred a slight **RMB 100 thousand** loss from initial clinic investments | Indicator | FY2025 (RMB Thousand) | FY2024 (RMB Thousand) | | :--- | :--- | :--- | | Turnover | 190,800 | 87,800 | | Segment (Loss)/Profit | (100) | 3,800 | - The Group launched the 'pharmacy + TCM clinic' model and upgraded some pharmacies to a 'Big Health+' model, including traditional Chinese medicine teas and dietary products; as of the reporting period, it operated **47 chain stores** and **11 TCM clinics**[67](index=67&type=chunk) [E-commerce and Distribution](index=28&type=section&id=E-commerce%20and%20Distribution) Revenue in this segment grew 14.6% to **RMB 712 million**, but profit decreased from **RMB 30.8 million** to **RMB 13.5 million** due to increased initial sales expenses for new product lines | Indicator | FY2025 (RMB Thousand) | FY2024 (RMB Thousand) | | :--- | :--- | :--- | | Turnover | 711,900 | 621,400 | | Segment Profit | 13,500 | 30,800 | - The Group is strategically transforming from a traditional IT distributor to an e-commerce platform, focusing on consumer electronics and health food e-commerce, and has established presence on major platforms including JD.com, Taobao, Pinduoduo, and Douyin[70](index=70&type=chunk) [Real Estate Business](index=29&type=section&id=Real%20Estate%20Business) Real estate development was the primary loss driver; despite an 8.4% revenue increase to **RMB 605.2 million**, segment loss sharply expanded from **RMB 117.3 million** to **RMB 2.1843 billion**, with all development projects subsequently agreed for sale | Indicator | FY2025 (RMB Thousand) | FY2024 (RMB Thousand) | | :--- | :--- | :--- | | Turnover | 605,200 | 558,200 | | Segment Loss | (2,184,300) | (117,300) | - On May 7, 2025, the company reached an agreement to inject and sell all its in-development real estate projects through the establishment of a partnership, after which the Group will no longer own any real estate projects under development[76](index=76&type=chunk) [Property Investment and Management](index=30&type=section&id=Property%20Investment%20and%20Management) This segment's turnover decreased 36.2% to **RMB 111 million**, and segment loss expanded to **RMB 133 million** due to reduced fair value gains on investment properties | Indicator | FY2025 (RMB Thousand) | FY2024 (RMB Thousand) | | :--- | :--- | :--- | | Turnover | 110,600 | 173,600 | | Segment Loss | (133,000) | (29,800) | [Financial Review](index=31&type=section&id=Financial%20Review) The Group's overall loss expanded from **RMB 750 million** to **RMB 2.52 billion**, driven by reduced gross profit, **RMB 620 million** property impairment, increased other expenses to **RMB 1.61 billion**, and higher finance costs and taxes - Key factors contributing to the expanded loss include a **RMB 184 million** decrease in gross profit, a **RMB 425 million** increase in impairment of properties held for sale, a **RMB 772 million** increase in other expenses (primarily provisions for expected guarantee liabilities), a **RMB 14.3 million** increase in finance costs, and a **RMB 55.6 million** increase in taxes[78](index=78&type=chunk) | Indicator | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Gearing Ratio | 4.45 | 0.70 | | Current Ratio | 0.88 | 1.26 | [Material Risks and Uncertainties](index=33&type=section&id=Material%20Risks%20and%20Uncertainties) The Group faces severe liquidity and going concern risks, with current liabilities exceeding assets, loan defaults, multiple significant lawsuits related to real estate project guarantees, and **RMB 850 million** in mortgage guarantees for property buyers - The Group faces severe going concern risks, evidenced by a net loss of **RMB 2.52 billion**, net current liabilities of **RMB 1.13 billion**, and **RMB 510 million** in defaulted loans[10](index=10&type=chunk) - The Group is involved in at least five significant legal proceedings, primarily concerning loan guarantees provided for former subsidiaries (companies under Hong Kong Huzi) and associated real estate projects, with substantial principal amounts involved[92](index=92&type=chunk)[93](index=93&type=chunk)[94](index=94&type=chunk) - As of the reporting period, the Group's contingent liabilities for mortgage financing guarantees provided to property buyers amounted to approximately **RMB 850 million**[91](index=91&type=chunk) [Significant Acquisitions, Disposals and Subsequent Events](index=38&type=section&id=Significant%20Acquisitions%2C%20Disposals%20and%20Subsequent%20Events) The most significant post-reporting event is the Group's May 7, 2025 agreement to divest all its in-development real estate projects, a key strategy to improve financial health and reduce risk, noting the Disposal Group had net liabilities of **RMB 1.87 billion** as of March 31, 2025 - On May 7, 2025, the company entered into a partnership agreement to dispose of its subsidiaries holding all in-development real estate projects (Disposal Group) through capital injection; upon completion, the Disposal Group will cease to be a subsidiary, and its results, assets, and liabilities will no longer be consolidated[110](index=110&type=chunk) Summary of Financial Position of Disposal Group (March 31, 2025) | Indicator | Amount (RMB Thousand) | | :--- | :--- | | Total Assets | 5,805,013 | | Total Liabilities | 7,677,894 | | **Net Liabilities** | **(1,872,881)** | [Business Development Outlook](index=45&type=section&id=Business%20Development%20Outlook) The Group's future strategy will fundamentally shift, divesting high-risk real estate to focus on light-asset businesses like healthcare and e-commerce, while leveraging its new asset management license to expand into financial services and special opportunities asset investments - **Pharmaceutical Retail Business**: Will continue to cultivate the 'Yekaitai' brand, promote the 'pharmacy + diagnosis + wellness' 'Big Health+' model, and accelerate online-offline integration[116](index=116&type=chunk)[117](index=117&type=chunk) - **E-commerce Business**: Will deepen omnichannel marketing, strengthen data-driven decision-making, and actively expand cross-border e-commerce, aiming to become a bridge between brands and consumers[118](index=118&type=chunk)[120](index=120&type=chunk) - **Real Estate Business**: Following the disposal of development projects, the primary goals are to maintain operational liquidity and resolve existing debt, concentrating resources on developing light-asset businesses[122](index=122&type=chunk) - **Asset Management Business**: Will develop new financial services, utilizing the acquired Type 9 (asset management) license to engage in investment and management of special opportunities assets, including distressed real estate assets[123](index=123&type=chunk)[124](index=124&type=chunk)[125](index=125&type=chunk) [Other Information](index=39&type=section&id=Other%20Information) [Dividend Policy](index=49&type=section&id=Dividend%20Policy) Given the loss incurred this year, the Board does not recommend the payment of any final dividend for the year ended March 31, 2025 - The Board does not recommend the payment of any final dividend for the current reporting year[126](index=126&type=chunk) [Employees and Remuneration Policy](index=39&type=section&id=Employees%20and%20Remuneration%20Policy) As of the reporting period, the Group had **735 employees**; to incentivize and reward contributors, the Group granted a total of **600 million** share options to certain employees and directors in December 2023 - As of March 31, 2025, the Group had approximately **735 employees**[98](index=98&type=chunk) - On December 29, 2023, the company granted a total of **600,000,000** share options to certain employees and directors of the Group under the '2023 Share Scheme'[107](index=107&type=chunk)

Financial Report [Consolidated Statement of Profit or Loss](index=2&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss) For the year ended March 31, 2025, the Group's revenue increased by 12.3% to RMB 1.619 billion, but significant increases in cost of sales and expenses led to a gross loss and a widened loss before tax of RMB 2.457 billion Key Consolidated Statement of Profit or Loss Metrics (For the Year Ended March 31) | Indicator | 2025 (RMB in thousands) | 2024 (RMB in thousands) | Year-over-Year Change | | :--- | :--- | :--- | :--- | | Revenue | 1,618,544 | 1,440,982 | +12.3% | | (Gross Loss)/Gross Profit | (53,006) | 130,789 | N/A | | Loss Before Tax | (2,456,536) | (742,767) | +230.7% | | Loss for the Year | (2,519,612) | (750,242) | +235.8% | | Loss Attributable to Owners of the Company | (2,339,899) | (785,629) | +197.8% | | Basic and Diluted Loss Per Share (RMB cents) | (85.99) | (32.93) | +161.1% | [Consolidated Statement of Comprehensive Income](index=3&type=section&id=Consolidated%20Statement%20of%20Comprehensive%20Income) Building on the RMB 2.520 billion loss for the year, the total comprehensive loss for the period expanded significantly to RMB 2.458 billion after accounting for other comprehensive income, primarily exchange differences Total Comprehensive Income/Loss (For the Year Ended March 31) | Indicator | 2025 (RMB in thousands) | 2024 (RMB in thousands) | | :--- | :--- | :--- | | Loss for the Year | (2,519,612) | (750,242) | | Other Comprehensive Income for the Year | 62,082 | 94,328 | | **Total Comprehensive Loss for the Year** | **(2,457,530)** | **(655,914)** | [Consolidated Statement of Financial Position](index=4&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2025, the Group's total assets decreased to RMB 10.213 billion while total liabilities increased to RMB 9.816 billion, leading to a sharp decline in net assets and a significant short-term liquidity crisis with current liabilities exceeding current assets by RMB 1.130 billion Key Financial Position Metrics (As of March 31) | Indicator | 2025 (RMB in thousands) | 2024 (RMB in thousands) | Change | | :--- | :--- | :--- | :--- | | Total Assets | 10,212,846 | 11,522,949 | -11.4% | | Total Liabilities | 9,815,744 | 9,015,207 | +8.9% | | **Net Assets** | **397,102** | **2,507,742** | **-84.2%** | | Net Current (Liabilities)/Assets | (1,130,447) | 2,015,502 | From positive to negative | [Summary of Independent Auditor's Report](index=23&type=section&id=Summary%20of%20Independent%20Auditor%27s%20Report) The auditor issued an unmodified opinion but highlighted a material uncertainty related to going concern due to significant losses, current liabilities exceeding current assets, and bank loan defaults, raising substantial doubt about the Group's ability to continue as a going concern - The auditor's report highlights that as of March 31, 2025, the Group recorded a net loss of approximately **RMB 2.52 billion**, with current liabilities exceeding current assets by approximately **RMB 1.13 billion**, and **RMB 510 million** in interest-bearing bank and other borrowings in default, indicating a material uncertainty that may cast significant doubt on the Group's ability to continue as a going concern[56](index=56&type=chunk) Management Discussion and Analysis [Business Review](index=27&type=section&id=Business%20Review) During the reporting year, the Group's business segments showed mixed performance, with healthcare and pharmaceutical retail revenue doubling but incurring a slight loss, e-commerce and distribution revenue growing but profit declining, and property development and investment segments experiencing significant losses and revenue declines Segment Performance (For the Year Ended March 31) | Business Segment | Turnover (RMB in millions) | Year-over-Year Change | Segment (Loss)/Profit (RMB in millions) | Prior Period Profit/(Loss) (RMB in millions) | | :--- | :--- | :--- | :--- | :--- | | Healthcare and Pharmaceutical Retail | 190.8 | +117.3% | (0.1) | 3.8 | | E-commerce and Distribution | 711.9 | +14.6% | 13.5 | 30.8 | | Property Development | 605.2 | +8.4% | (2,184.3) | (117.3) | | Property Investment and Management | 110.6 | -36.2% | (133.0) | (29.8) | [Financial Review](index=31&type=section&id=Financial%20Review) The Group's overall financial position significantly deteriorated, with losses widening to RMB 2.520 billion due to decreased property sales gross profit, increased impairment provisions, and higher other expenses from guarantee provisions, leading to a shift from net current assets to net current liabilities and a sharp rise in the gearing ratio to 4.45 - Key reasons for the widened loss for the year include: - A decrease in gross profit from property sales, resulting in an overall gross loss for the Group - A net increase in impairment provisions for properties held for sale of approximately **RMB 425 million** - An increase in other expenses to **RMB 1.614 billion** due to provisions for expected guarantee liabilities - Increases in both finance costs and taxation[78](index=78&type=chunk) Key Financial Ratios (As of March 31) | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Gearing Ratio (Total Borrowings/Total Equity) | 4.45 | 0.70 | | Current Ratio (Current Assets/Current Liabilities) | 0.88 | 1.26 | | Net Asset Value Per Share (RMB cents) | 10.6 | 96.8 (restated) | [Significant Events](index=35&type=section&id=Significant%20Events) The Group faces significant challenges, including multiple major lawsuits related to loan guarantees and debts, and a post-reporting period strategic shift to divest all in-development real estate projects into a partnership, aiming to streamline operations, improve financials, and focus on asset-light businesses - Subsequent to the reporting period, on May 7, 2025, the company entered into a partnership agreement to dispose of all its in-development real estate projects through capital injection. Upon completion, the Group will no longer hold any developing real estate projects, aiming to streamline operations, reduce uncertainties, and improve its financial position[76](index=76&type=chunk)[110](index=110&type=chunk)[122](index=122&type=chunk) - The Group is involved in several significant legal proceedings, including cases with Minmetals International Trust, Western Trust, Huarong Trust (debt transferred), and China Huarong, primarily concerning loan guarantees and collateral provided for former subsidiaries or associated parties, facing substantial contingent liabilities and repayment pressure[92](index=92&type=chunk)[93](index=93&type=chunk)[94](index=94&type=chunk)[95](index=95&type=chunk) [Business Development Outlook](index=45&type=section&id=Business%20Development%20Outlook) Looking ahead, the Group plans a major strategic transformation, divesting high-risk real estate development to focus on asset-light businesses, including deepening healthcare and pharmaceutical retail with the 'Ye Kaitai' brand, expanding e-commerce with omnichannel marketing, and developing asset management with a Type 9 license for special situations and tech investments - The Group's strategy will focus on three asset-light areas: - **Pharmaceutical Retail**: Leveraging the 'Ye Kaitai' brand to upgrade the 'pharmacy + traditional Chinese medicine clinic + derivative services' 'Big Health+' model - **E-commerce Business**: Deepening omnichannel marketing, expanding cross-border e-commerce, and strengthening cooperation with various e-commerce operators - **Asset Management**: Utilizing the acquired Type 9 license to develop special situations asset investment and management, and focusing on technology sector investment opportunities[117](index=117&type=chunk)[120](index=120&type=chunk)[122](index=122&type=chunk)[125](index=125&type=chunk) Corporate Governance and Other Information [Employees and Remuneration Policy](index=39&type=section&id=Employees%20and%20Remuneration%20Policy) As of March 31, 2025, the Group had approximately 735 employees, and to incentivize them, a new share scheme was adopted in August 2023, under which 600 million share options were granted in December 2023, with 3.125 million unvested options lapsing during the reporting period due to employee departures - The Group adopted a new '2023 Share Scheme' on August 28, 2023, and accordingly granted a total of **600,000,000** share options to Group employees on December 29, 2023[99](index=99&type=chunk)[107](index=107&type=chunk) - Following the capital reorganization in May 2024, the number of unexercised share options and their exercise prices were adjusted, resulting in **146,875,000** unexercised share options as of March 31, 2025[108](index=108&type=chunk) [Dividend Policy](index=49&type=section&id=Dividend%20Policy) Given the loss incurred during the reporting year, the Board does not recommend the payment of any final dividend for the year ended March 31, 2025, and no interim dividend was distributed during the year - The Board does not recommend the payment of any final dividend for the current reporting year[126](index=126&type=chunk)

Group 1 - The company, Beijing Resources (00618), has entered into a partnership agreement with Suzhou Aozhe and Chongqing Jingjiahui to establish a partnership enterprise with a total capital contribution of RMB 100,010,000 [1][2] - The capital contributions are as follows: Suzhou Aozhe contributes RMB 10,000, the company contributes RMB 30 million, and Chongqing Jingjiahui contributes RMB 70 million [1][2] - The main purpose of the partnership enterprise is to invest in special opportunity assets and related collective investment tools, as well as to explore project opportunities related to the healthcare industry for ideal investment returns [1] Group 2 - The company being sold primarily engages in investment holding and includes 17 subsidiaries, with 7 actively involved in property development in China [2] - The partnership agreement will introduce a professional asset manager to oversee post-investment management, inventory clearance, and debt restructuring of existing property development projects [2] - The transaction is expected to significantly reduce the company's debt levels and improve its financial condition, aligning with the company's strategic focus on optimizing resource allocation towards more promising sectors such as healthcare and retail [2]

Financial Performance - The group's revenue decreased by 2.2% to approximately RMB 746,509,000, primarily due to a reduction in delivered property area, resulting in a revenue decline of about RMB 57,618,000 from property development and RMB 25,133,000 from e-commerce and distribution[1]. - The loss attributable to the company's owners during the reporting period was approximately RMB 1,265,687,000, compared to a profit of approximately RMB 155,781,000 in the same period last year[2]. - For the six months ended September 30, 2023, the group reported revenue of RMB 1,272,964,000, which was adjusted to RMB 763,093,000 after reclassification[61]. - The net profit for the period was RMB 166,054,000, with no adjustments made[61]. - The company reported a pre-tax loss of RMB 1,376,759 thousand for the six months ended September 30, 2024, compared to a pre-tax profit of RMB 182,246 thousand in the same period last year[79]. - The basic loss attributable to shareholders for the six months ending September 30, 2024, was RMB (1,265,687,000), a significant decline from a profit of RMB 155,781,000 in the same period of 2023[100]. Assets and Liabilities - As of September 30, 2024, the total assets amounted to approximately RMB 10,834,600,000, while total liabilities were approximately RMB 9,315,200,000, resulting in a net asset value per share of RMB 0.562[7]. - The group's cash and cash equivalents, including restricted cash, were approximately RMB 625,200,000 as of September 30, 2024, down from RMB 904,100,000 as of March 31, 2024[8]. - The group's debt-to-equity ratio increased to 1.22 as of September 30, 2024, compared to 0.70 as of March 31, 2024[8]. - Current liabilities rose to RMB 8,161,746,000 from RMB 7,676,516,000, reflecting increased financial obligations[44]. - The total estimated liabilities as of September 30, 2024, are approximately RMB 1,683,924,000, significantly up from RMB 739,909,000 as of March 31, 2024[125]. Cash Flow and Financial Management - The company aims to maintain operational liquidity and resolve existing debt as its primary business objectives[25]. - The company completed the sale of a 90% stake in Ezhou Jinfeng on May 16, 2024, to enhance liquidity, resulting in a cash inflow of RMB 900,000[112]. - The company reported a total cash inflow of RMB 900,000 from the sale of subsidiaries, with net cash outflow from sold cash and cash equivalents amounting to RMB (543,000)[98]. Strategic Initiatives - The company plans to continue seeking profitable investment opportunities aligned with its development strategy to maintain satisfactory performance growth and enhance shareholder value[22]. - The company has established a "Big Health+" model by upgrading some pharmacies to include traditional Chinese medicine and related services, enhancing brand effect[23]. - The company plans to leverage national policies that support the development of chain pharmacies and brand building, indicating a strategic direction for future growth[38]. Segment Performance - The group operates in four reportable segments: medical and pharmaceutical retail, e-commerce and distribution, property development, and property investment and management[65]. - The e-commerce and distribution segment generated revenue of RMB 337,437 thousand, down from RMB 337,180 thousand in the previous year, indicating a slight decrease of 0.1%[79]. - The property development segment reported revenue of RMB 1,540,025 thousand, significantly up from RMB 363,171 thousand in the prior year, reflecting a growth of approximately 324.5%[79]. Legal and Compliance Issues - The group is involved in ongoing litigation regarding unpaid debts totaling RMB 1,458,500,000, with a court ruling requiring repayment[163]. - A civil judgment ordered the group to repay RMB 620,000,000 in trust loans, with ongoing negotiations for debt settlement[165]. - The company is involved in a civil lawsuit where it is required to repay approximately RMB 590 million in principal, along with interest and penalties, due to a loan default by a subsidiary[168]. - The company is actively negotiating repayment plans with creditors, demonstrating a proactive approach to managing its financial liabilities[169]. Share Capital and Ownership - As of September 30, 2024, the company had issued and paid-up capital of 2,737,417,279 shares, with a total value of 27,374 thousand HKD[152]. - The company completed a capital reorganization on May 8, 2024, resulting in a new share capital of HKD 1,500,000,000, divided into 150,000,000,000 new shares with a par value of HKD 0.01 each[193]. - The company’s capital structure has been significantly altered due to the share consolidation and subsequent reduction in par value[193].

Financial Performance - For the six months ended September 30, 2024, the company reported a revenue of RMB 746,509 thousand, a decrease of 2.3% compared to RMB 763,093 thousand for the same period in 2023[2]. - The net loss for the period was RMB 1,354,773 thousand, compared to a profit of RMB 166,054 thousand in the same period last year, indicating a significant decline in performance[4]. - The basic and diluted loss per share for the period was RMB (46.80), compared to earnings of RMB 6.83 per share in the previous year[4]. - The total comprehensive loss for the period was RMB 1,321,453 thousand, compared to a total comprehensive income of RMB 274,196 thousand in the previous year[10]. - The net profit for the six months ended September 30, 2024, was RMB 299,156,000, a decrease of 82.1% compared to RMB 1,673,744,000 in the same period last year[55]. - Revenue decreased by 2.2% to approximately RMB 746,509,000, primarily due to a reduction in delivered property area, resulting in a decline of approximately RMB 57,618,000[109]. - Gross profit decreased by approximately RMB 34,229,000 to about RMB 19,516,000, mainly due to reduced gross profit from delivered properties[109]. Assets and Liabilities - The company's total non-current assets increased to RMB 1,995,856 thousand as of September 30, 2024, up from RMB 1,830,931 thousand as of March 31, 2024[15]. - Current assets decreased to RMB 8,838,697 thousand from RMB 9,692,018 thousand, reflecting a reduction in liquidity[15]. - The total liabilities increased to RMB 9,315,213 thousand as of September 30, 2024, compared to RMB 8,676,054 thousand as of March 31, 2024[15]. - Total assets as of September 30, 2024, were RMB 10,834,553 thousand, a decrease from RMB 11,522,949 thousand as of March 31, 2024[46][52]. - The company's cash and cash equivalents decreased to RMB 607,387 thousand from RMB 890,197 thousand, indicating a decline in cash reserves[15]. - The debt-to-equity ratio increased to 1.22 from 0.70, indicating a rise in leverage[123]. Revenue Segmentation - The group operates in four reportable segments: Medical and Pharmaceutical Retail, E-commerce and Distribution, Property Development, and Property Investment and Management[38]. - Revenue from customer contracts for the six months ended September 30, 2024, was RMB 690,215,000, a decrease of 3.1% compared to RMB 714,376,000 for the same period in 2023[53]. - Medical and consulting services revenue increased significantly to RMB 6,638,000, up 75.5% from RMB 3,789,000 year-over-year[53]. - Distribution business revenue decreased by 7.45% to approximately RMB 312,047,000, with a loss of RMB 8,400,000 during the reporting period[101]. - Real estate development revenue decreased by 15.87% to approximately RMB 305,553,000, resulting in a loss of approximately RMB 1,223,331,000[102]. - Property investment and management revenue increased by 15.55% to approximately RMB 56,294,000, but recorded a loss of approximately RMB 37,359,000[107]. Operational Changes and Strategies - The company plans to continue expanding its market presence and investing in new technologies to enhance operational efficiency and customer engagement[44]. - The company has upgraded and transformed traditional pharmacies into a "pharmacy + traditional Chinese medicine clinic" model, with 9 stores upgraded since acquiring 56% of Wuhan Yekaitai Pharmaceutical Co., Ltd.[97]. - The company has established a new Yekaitai Traditional Chinese Medicine Clinic in Hangzhou, integrating traditional Chinese medicine with modern healthcare concepts[97]. - The company aims to capitalize on unprecedented opportunities in e-commerce, focusing on full-channel marketing and enhancing data-driven decision-making[179]. - The group plans to further expand its regional real estate development business and actively promote project delivery[106]. - The group aims to optimize business and inventory management to ensure healthy development in response to challenges[101]. Governance and Management - The board of directors is composed of executive directors and independent non-executive directors, led by Chairman Huang Qihao[195]. - The executive team includes key figures such as Huang Zhuguang and Hou Ruilin, highlighting leadership stability[195]. - The company emphasizes transparency and accountability in its operations through board structure[195]. - The company is focused on strategic decision-making and governance with a diverse board composition[195]. - The company is likely to explore market expansion and new strategies in upcoming reports[195]. Legal and Contingent Liabilities - The company has total contingent liabilities including pending litigation as detailed in the "Significant Litigation" section[86]. - The group is involved in significant litigation concerning an unpaid debt of approximately RMB 1,458.5 million, with a court ruling requiring repayment and the auction of collateral[136]. - Another litigation involves an unpaid trust loan of RMB 620 million, with a court ruling mandating repayment and the auction of collateral[139]. - The group is also facing a civil lawsuit regarding unpaid construction project payments of approximately RMB 105.3 million, with a court ruling requiring payment of RMB 50.1 million[140]. Share Options and Employee Incentives - The company has adopted a new share option plan effective from August 28, 2023, which will be valid for ten years[79]. - The company granted a total of 600,000,000 stock options under the 2023 Share Scheme, allowing the purchase of 600,000,000 shares[81]. - The maximum number of shares that can be granted to any single participant within any 12-month period is capped at 1% of the total issued shares, which amounts to 9,129,669 shares[159]. - The vesting period for the granted options is not less than 12 months, although the board may allow a shorter vesting period at its discretion[160]. - The company has a total of 544,700,000 unexercised options granted to various participants[166]. Market Conditions and Economic Outlook - The GDP growth rate for the first three quarters of 2024 is reported at 4.8%, with fixed asset investment increasing by 3.4%[90]. - The overall retail market for pharmaceuticals has seen a slight decline, with offline markets experiencing negative growth while online markets maintain double-digit growth[91]. - The digital e-commerce market in China is experiencing rapid growth driven by policy support, technological innovation, and consumer upgrades[176]. - The Chinese real estate market faces challenges, but government policies are being implemented to support recovery, including controlling new construction and optimizing existing inventory[180].

[Company Overview](index=4&type=section&id=Company%20Overview) This section provides an overview of the company's core businesses, including healthcare, e-commerce, property development, and investment, along with key corporate information [Company Business Segments](index=4&type=page&id=Company%20Business%20Segments) The company, listed on HKEX (618.HK), operates four core business segments across mainland China, Singapore, and Hong Kong - The Group's main businesses cover four major areas: - **Medical and Pharmaceutical Retail**: Operates **56 chain stores** and **5 TCM clinics** in Wuhan under the "Yekai Tai" brand, with an online pharmacy established[3](index=3&type=chunk) - **E-commerce and Distribution**: Sells equipment and IT products via platforms like Douyin and JD.com[4](index=4&type=chunk) - **Property Development**: Holds approximately **2.69 million square meters** of saleable, under-construction, and undeveloped area across **12 projects** in **8 cities** in mainland China[4](index=4&type=chunk) - **Property Investment and Management**: Engages in property investment and management[4](index=4&type=chunk) [Company Information](index=5&type=page&id=Company%20Information) This section provides essential corporate governance and administrative details, including registration, board members, and listing information - The company is listed on the Main Board of the Hong Kong Stock Exchange under stock code **00618**, with a board lot size of **8,000 shares**[7](index=7&type=chunk) - The Chairman of the Board is **Mr. Wong Kai Ho**, and the company's auditor is **ZHONGZHENG TIANHENG CPA LIMITED**[6](index=6&type=chunk) [Chairman's Statement](index=6&type=section&id=Chairman%27s%20Statement) The Chairman's Statement reviews the challenging 2023 fiscal year, marked by a significant revenue decline and net loss, alongside strategic business transformations and debt restructuring efforts Overview of Annual Performance | Indicator | Amount (RMB) | YoY Change | | :--- | :--- | :--- | | **Group Total Revenue** | 1.44 billion | -72.2% | | **Group Loss** | 750 million | -173.6% | | **Property Development Revenue** | 560 million | -82.7% | | **E-commerce Business Revenue** | 620 million | N/A | | **E-commerce Business Profit** | 30 million | N/A | - The Group successfully acquired **Yekai Tai Pharmaceutical**, entering the pharmaceutical retail sector and building an integrated online-offline omnichannel sales network[10](index=10&type=chunk) - Peking University Resources Asset Management Co., Ltd., a wholly-owned subsidiary, obtained a **Type 9 (Asset Management) license** from the Hong Kong SFC, expanding into new financial services[12](index=12&type=chunk) - The Group plans to pursue a **light-asset digital strategy**, enhance its internet-based healthcare ecosystem, maintain financial stability, resolve existing debts, and exit loss-making businesses to focus on profitable ventures[12](index=12&type=chunk) [Management Discussion and Analysis](index=8&type=section&id=Management%20Discussion%20and%20Analysis) This section provides a detailed review of the Group's operational performance, financial position, market risks, and future outlook across its diverse business segments [Market Review](index=9&type=page&id=Market%20Review) This section reviews the market environment, noting slow global recovery, China's economic growth, opportunities in medical retail and e-commerce, and the continued downturn in the real estate sector - **Medical and Pharmaceutical Retail**: Policies like "separation of drug dispensing and medical services" and increased health awareness are driving significant growth in the retail pharmacy market[18](index=18&type=chunk) - **E-commerce and Distribution Business**: China's e-commerce market is shifting towards a balance of incremental and existing growth, with social content-driven platforms rapidly expanding; national online retail sales reached **RMB 15.4 trillion** in 2023, growing **11.0%** year-on-year[21](index=21&type=chunk) - **Real Estate Business**: The market remains in a downward trend despite policy relaxation, with national commercial housing sales value and area decreasing by **6.5%** and **8.5%** respectively, and development investment down **9.6%** in 2023[22](index=22&type=chunk) [Business Review](index=11&type=page&id=Business%20Review) The Group's business structure significantly shifted this fiscal year, with new medical retail contributions, e-commerce turning profitable, and property development and investment segments facing substantial revenue declines and losses [Medical and Pharmaceutical Retail](index=11&type=page&id=Medical%20and%20Pharmaceutical%20Retail) The Group acquired 100% of "Yekai Tai Pharmaceutical" in 2023, entering the medical retail market, which contributed RMB 87.8 million in revenue and RMB 3.8 million in profit since acquisition - In August and November 2023, the Group completed the full acquisition of **Yekai Tai Pharmaceutical**, making it an indirect wholly-owned subsidiary[24](index=24&type=chunk) Preliminary Performance of Medical and Pharmaceutical Retail Business | Indicator | Amount (RMB) | | :--- | :--- | | Revenue (from acquisition date to 2024/3/31) | 87,800,000 | | Segment Profit | 3,800,000 | [E-commerce and Distribution](index=11&type=page&id=E-commerce%20and%20Distribution) The e-commerce and distribution business successfully transitioned from traditional IT distribution to e-commerce, reducing revenue by 67.4% to RMB 621 million but achieving a profit of RMB 30.8 million, reversing last year's loss Performance of E-commerce and Distribution Business | Indicator | This Reporting Year (RMB) | Last Corresponding Period (RMB) | | :--- | :--- | :--- | | Revenue | 621,400,000 | 1,907,200,000 | | Segment Profit/(Loss) | 30,800,000 | (55,400,000) | - The business transformation was driven by lawsuits from creditors and former controlling shareholder Peking University Founder Group, prompting the Group to scale down traditional IT distribution and transition to an e-commerce platform[26](index=26&type=chunk) [Real Estate Business](index=13&type=page&id=Real%20Estate%20Business) The real estate business faced severe challenges, with property development revenue plummeting 82.7% to RMB 558 million and incurring a RMB 117 million loss, while property investment and management also turned to a loss despite revenue growth Performance of Property Development Business | Indicator | This Reporting Year (RMB) | Last Corresponding Period (RMB) | | :--- | :--- | :--- | | Revenue | 558,200,000 | 3,219,700,000 | | Segment (Loss)/Profit | (117,300,000) | 1,851,900,000 | Performance of Property Investment and Management Business | Indicator | This Reporting Year (RMB) | Last Corresponding Period (RMB) | | :--- | :--- | :--- | | Revenue | 173,600,000 | 47,900,000 | | Segment (Loss)/Profit | (29,800,000) | 85,000,000 | - As of March 31, 2024, the Group held approximately **2.69 million square meters** of saleable, under-construction, and undeveloped area across **12 property development projects** in **8 cities** in mainland China[28](index=28&type=chunk) [Financial Review](index=13&type=page&id=Financial%20Review) The Group's overall financial performance significantly declined, with total revenue down 72.2% to RMB 1.441 billion and a net loss of RMB 750 million, primarily due to reduced gross profit, other losses, and increased impairment provisions Summary of Overall Financial Performance | Indicator | This Reporting Year (RMB) | Last Corresponding Period (RMB) | Change | | :--- | :--- | :--- | :--- | | Revenue | 1,441.0 million | 5,174.9 million | -72.2% | | Gross Profit | 130.8 million | 760.8 million | -82.8% | | Annual (Loss)/Profit | (750.2) million | 1,018.9 million | -173.6% | | (Loss)/Profit Attributable to Owners of the Company | (785.6) million | 966.7 million | -181.3% | | Basic (Loss)/Earnings Per Share (RMB cents) | (8.24) cents | 13.71 cents | - | - Major factors contributing to the loss include: - **Decrease in Gross Profit**: Gross profit decreased by approximately **RMB 630 million** due to reduced delivered property gross profit and delivery area[32](index=32&type=chunk) - **Decrease in Other Gains and Losses**: A loss of approximately **RMB 337 million** from uncompensated land repossession and a financial asset impairment loss of approximately **RMB 460 million**[35](index=35&type=chunk) - **Impairment of Properties Held for Sale**: Net impairment provision of approximately **RMB 196 million** for properties held for sale due to the property market downturn[32](index=32&type=chunk) - **Increase in Other Expenses**: Net increase in other expenses by approximately **RMB 196 million** to **RMB 843 million** due to estimated guarantee liabilities and related lawsuits[35](index=35&type=chunk) - The company adjusted the revenue recognition method for its concentrate trading business from a **gross basis to a net basis**, with retrospective adjustment to interim results, reducing revenue and cost of sales but having **no impact on net profit**[34](index=34&type=chunk)[36](index=36&type=chunk)[37](index=37&type=chunk) [Liquidity, Financial Resources and Capital Commitments](index=15&type=page&id=Liquidity%2C%20Financial%20Resources%20and%20Capital%20Commitments) As of March 31, 2024, the Group's total assets and liabilities decreased, while cash and equivalents increased, and liquidity and debt-to-equity ratios improved, with capital commitments at RMB 1.66 billion Key Financial Position Indicators (As of March 31, 2024) | Indicator | March 31, 2024 (RMB) | March 31, 2023 (RMB) | | :--- | :--- | :--- | | Total Assets | 11,522.9 million | 12,648.6 million | | Total Liabilities | 9,015.2 million | 10,113.1 million | | Equity Attributable to Owners of the Company | 1,034.5 million | 1,461.5 million | | Interest-bearing Bank and Other Borrowings | 1,748.1 million | 2,339.6 million | | Total Cash and Cash Equivalents | 904.1 million | 725.9 million | | Net Asset Value Per Share | 24.2 cents | 27.8 cents | Key Financial Ratios (As of March 31, 2024) | Indicator | March 31, 2024 | March 31, 2023 | | :--- | :--- | :--- | | Debt-to-Equity Ratio (Total Borrowings/Total Equity) | 0.70 | 0.92 | | Current Ratio | 1.26 | 1.18 | - As of March 31, 2024, the Group's contracted but unprovided capital commitments for properties under development were approximately **RMB 1.656 billion**[41](index=41&type=chunk) [Financial Policies and Market Risks](index=16&type=page&id=Financial%20Policies%20and%20Market%20Risks) The Group maintains prudent financial policies, managing cash in multiple currencies, while facing market risks from property downturns, interest rate fluctuations, and exchange rate volatility, without using derivatives for hedging - **Financial Policy**: The Group implements prudent financial policies, strictly controlling cash and risk management, with surpluses primarily held as short-term deposits in **HKD, RMB, and USD**[42](index=42&type=chunk) - **Market Risk**: The Group's major assets are land and properties under development, exposing it to the risk of a **domestic property market downturn**[43](index=43&type=chunk) - **Interest Rate Risk**: Primarily arises from floating-rate bank and other borrowings, with the Group **not using derivative instruments** for hedging[44](index=44&type=chunk) - **Foreign Exchange Risk**: Operations are primarily in mainland China and Hong Kong, with most transactions in **RMB and HKD**, resulting in minimal exchange rate fluctuation risk and **no hedging**[45](index=45&type=chunk) - **Credit and Liquidity Risk**: Credit risk is managed through customer credit verification and continuous monitoring of receivables, while liquidity risk is managed via bank borrowings and close cash flow monitoring[47](index=47&type=chunk)[48](index=48&type=chunk) [Pledged Assets and Contingent Liabilities](index=17&type=page&id=Pledged%20Assets%20and%20Contingent%20Liabilities) As of March 31, 2024, the Group pledged approximately RMB 1.652 billion in assets for credit and loans, while contingent liabilities include RMB 915 million in mortgage guarantees and several material lawsuits - As of March 31, 2024, the Group's pledged assets include: - Properties held for sale: approximately **RMB 1.342 billion** - Investment properties: approximately **RMB 296 million** - Bank deposits: approximately **RMB 13.9 million**[49](index=49&type=chunk) - The Group's contingent liabilities for mortgage financing guarantees to property buyers were approximately **RMB 915 million**, a decrease from **RMB 1.34 billion** last year[50](index=50&type=chunk) - The Group also faces contingent liabilities related to outstanding lawsuits detailed in the "Material Litigation" section[51](index=51&type=chunk) [Material Litigation](index=18&type=page&id=Material%20Litigation) As of March 31, 2024, the Group is involved in seven material lawsuits concerning trust loans and debts, with several subsidiaries facing judgments for substantial repayments and collateral auction risks - The Group is involved in multiple lawsuits with Minmetals International Trust, concerning outstanding debt principal of approximately **RMB 1.459 billion** and **RMB 620 million**, with courts ruling for repayment and priority claim on collateral[53](index=53&type=chunk) - In a lawsuit involving Western Trust, subsidiary Zhejiang Resources was ordered to repay approximately **RMB 300 million** in loan principal and interest penalties, with pledged land facing auction risk[56](index=56&type=chunk) - In a lawsuit involving Huarong Trust, a Group subsidiary was held jointly and severally liable for **RMB 590 million** in outstanding principal and interest, with related land and equity facing auction risk[56](index=56&type=chunk) - In a lawsuit involving CITIC Trust, former subsidiary Hong Kong Tianhe was ordered to repay approximately **RMB 736 million** in outstanding principal and interest, with collateral from relevant Group subsidiaries facing auction risk[57](index=57&type=chunk) - In a lawsuit involving China Huarong, a former Group subsidiary was ordered to repay approximately **RMB 131 million** in debt principal, with Chongqing Yingfeng's property facing auction risk, though a supplementary debt settlement agreement has been reached[57](index=57&type=chunk) [Material Acquisitions and Disposals](index=21&type=page&id=Material%20Acquisitions%20and%20Disposals) This year, the Group completed two major asset restructuring activities: the disposal of Hong Kong Tianhe and Chongqing Yueyingya, and the acquisition of 100% equity in Yekai Tai Pharmaceutical for RMB 81 million, entering medical retail - **Disposals**: In May 2023, the Group disposed of its entire equity in **Hong Kong Tianhe Holdings Limited** and **Chongqing Yueyingya** for a total consideration of **HKD 1 million** and **RMB 1 million**[59](index=59&type=chunk) - **Acquisitions**: In August and November 2023, the Group acquired **100% equity** in **Yekai Tai Pharmaceutical** in two phases for a total consideration of **RMB 81 million**, making it an indirect wholly-owned subsidiary[59](index=59&type=chunk) [Employees and Remuneration Policy](index=22&type=page&id=Employees%20and%20Remuneration%20Policy) As of March 31, 2024, Group employees increased to 744 due to the Yekai Tai acquisition; a new 2023 Share Scheme was adopted, granting 600 million options, with post-period adjustments due to capital reorganization - As of March 31, 2024, the Group had approximately **744 employees**, a significant increase from **454** last year, primarily due to the acquisition of Yekai Tai Pharmaceutical[60](index=60&type=chunk) - The Group adopted a new "**2023 Share Scheme**" on August 28, 2023, with a **10-year validity**, aimed at rewarding and incentivizing eligible participants[61](index=61&type=chunk) - On December 29, 2023, the company granted a total of **600 million share options** to certain employees under the new scheme, with an exercise price of **HKD 0.101 per share**[67](index=67&type=chunk)[68](index=68&type=chunk) - Post-reporting period, due to capital reorganization, the exercise price of granted but unexercised share options was adjusted to **HKD 0.404 per share**, and the number of shares adjusted to **150 million**[70](index=70&type=chunk) [Events After Reporting Period](index=25&type=page&id=Events%20After%20Reporting%20Period) Post-reporting period, the Group completed a capital reorganization, issued 150 million new shares, disposed of 90% equity in Ezhou Jinfeng, and extended the repayment period for a RMB 321 million payable - **Capital Reorganization**: Completed on **May 8, 2024**, including a **"4-for-1" share consolidation** followed by capital reduction and share subdivision[72](index=72&type=chunk) - **Share Subscription**: Completed on **May 10, 2024**, with the issuance of **150 million new shares** to two subscribers at **HKD 0.228 per share**[72](index=72&type=chunk) - **Asset Disposal**: On **May 16, 2024**, the Group disposed of its **90% equity interest** in subsidiary **Ezhou Jinfeng** for **RMB 9 million**[72](index=72&type=chunk) - **Debt Extension**: On **June 3, 2024**, the Group successfully extended the repayment period for an **RMB 321 million** other payable by **eighteen months**[71](index=71&type=chunk) [Business Development Outlook](index=26&type=page&id=Business%20Development%20Outlook) The Group will focus on expanding pharmaceutical retail via "Yekai Tai," deepening e-commerce as a comprehensive service provider, revitalizing real estate assets with light-asset models, and developing new financial services through its asset management company - **Pharmaceutical Retail Business**: Plans to expand stores via "**new openings + M&A**" and promote a "**pharmacy + TCM**" model, targeting **20 distinctive stores** by year-end to become a comprehensive health service entity[74](index=74&type=chunk)[75](index=75&type=chunk) - **E-commerce Business**: Positioned as a **full-chain network operation and sales comprehensive service provider** between brands and platforms, it will deepen existing businesses, strengthen partnerships, and expand into new product areas[78](index=78&type=chunk) - **Real Estate Business**: The strategy combines "**revitalizing existing assets**" with "**focusing on distressed assets to expand incremental light-asset businesses**," emphasizing light-asset operations, agency construction, and professional consulting[81](index=81&type=chunk) - **Asset Management Business**: The licensed asset management company will develop financial services, having been appointed as investment manager for "**Gangtong Fund**," and will focus on special opportunity assets and technology-related investments[82](index=82&type=chunk) [Dividends](index=28&type=page&id=Dividends) The company did not declare any interim dividends, and the Board does not recommend any final dividends for this reporting year - No interim dividends were declared during the reporting period, and the Board also **does not recommend the payment of final dividends**[83](index=83&type=chunk) [Corporate Governance Report](index=29&type=section&id=Corporate%20Governance%20Report) This report details the Group's adherence to corporate governance principles, including board structure, committee functions, and shareholder communication practices [Board and Committees](index=29&type=page&id=Board%20and%20Committees) The company fully complied with corporate governance codes, with a Board comprising four executive and three independent non-executive directors, supported by Remuneration, Nomination, and Audit Committees overseeing strategy, finance, and risk - The company has fully complied with all code provisions of the **Corporate Governance Code** as set out in Appendix C1 of the Listing Rules during the reporting period[85](index=85&type=chunk) - The Board comprises **4 executive directors** and **3 independent non-executive directors**, with separate roles for Chairman and Chief Executive Officer to ensure clear segregation of duties[87](index=87&type=chunk)[93](index=93&type=chunk) - The Board has three committees: **Remuneration, Nomination, and Audit**, each with clear written terms of reference and holding regular meetings[91](index=91&type=chunk) - The Audit Committee, composed solely of **independent non-executive directors**, oversees the effectiveness of financial reporting, risk management, and internal control systems[109](index=109&type=chunk)[112](index=112&type=chunk) [Shareholder Communication and Rights](index=40&type=page&id=Shareholder%20Communication%20and%20Rights) The company maintains high transparency, communicating with shareholders via AGMs, its website, and reports, outlining shareholder rights for convening meetings and proposing resolutions, and has a dividend policy considering performance and capital needs - The company communicates with shareholders through annual general meetings, its website (**www.pkurh.com**), financial reports, announcements, and circulars[119](index=119&type=chunk)[120](index=120&type=chunk) - Shareholders holding at least **one-tenth of the company's paid-up share capital** may request to convene an extraordinary general meeting[122](index=122&type=chunk) - Shareholders representing at least **5% of voting rights** or at least **100 shareholders** may request to propose a resolution at a general meeting[123](index=123&type=chunk) - The company has established a **dividend policy**, where decisions consider operating performance, financial position, future outlook, and capital requirements[124](index=124&type=chunk) [Environmental, Social and Governance Report](index=42&type=section&id=Environmental%2C%20Social%20and%20Governance%20Report) This report outlines the Group's commitment to sustainable development, detailing its ESG governance structure, environmental performance, and social responsibility initiatives [ESG Governance and Strategy](index=42&type=page&id=ESG%20Governance%20and%20Strategy) The Group established a two-tier ESG governance structure, aligning with 11 SDGs, achieving significant environmental improvements and a Wind ESG BBB rating, with future plans for international engagement and performance-linked remuneration - A two-tier ESG governance structure, comprising the **Board of Directors** and an **ESG Working Group**, has been established, with the Board bearing ultimate responsibility[139](index=139&type=chunk)[145](index=145&type=chunk) - The Group's sustainable development strategy aligns with **11 United Nations Sustainable Development Goals (SDGs)** and has obtained a **Wind ESG rating of BBB**[152](index=152&type=chunk)[154](index=154&type=chunk)[163](index=163&type=chunk) - The Group's business transformation actively supports and practices the **six principles of the United Nations Principles for Responsible Investment (PRI)**, particularly during M&A processes[193](index=193&type=chunk) - Future plans include joining **international ESG organizations**, researching **linking ESG performance to remuneration**, and exploring **third-party assurance for ESG reports**[164](index=164&type=chunk)[165](index=165&type=chunk)[166](index=166&type=chunk) [Environmental Performance](index=62&type=page&id=Environmental%20Performance) The Group integrates green operations, setting 2030 environmental targets, achieving a 40.22% reduction in GHG emissions, and implementing various conservation measures, while also establishing a TCFD-aligned climate change management system - Environmental targets for **2030** (2021 baseline) include a **5% reduction** in electricity and water consumption, an **8% reduction** in non-hazardous waste, and a **10% reduction** in greenhouse gas emissions[209](index=209&type=chunk) Greenhouse Gas Emissions Performance | Indicator | Unit | 2023 | 2022 | YoY Change | | :--- | :--- | :--- | :--- | :--- | | Total GHG Emissions | tonnes CO2e | 483.50 | 808.82 | -40.22% | | GHG Emissions Intensity | tonnes CO2e/employee | 0.65 | 1.69 | -61.54% | Resource Usage Performance | Indicator | Unit | 2023 | 2022 | YoY Change | | :--- | :--- | :--- | :--- | :--- | | Total Energy Consumption | thousand kWh | 1,005.29 | 689.74 | +45.75% | | Energy Consumption Intensity | thousand kWh/employee | 1.35 | 1.44 | -6.25% | | Total Water Consumption | cubic meters | 6,083.77 | 4,731.50 | +28.58% | | Water Consumption Intensity | cubic meters/employee | 8.18 | 9.90 | -17.37% | - The Group established a climate change management system referencing **TCFD recommendations**, setting short-term, medium-term, and long-term objectives to address physical and transition risks[253](index=253&type=chunk)[255](index=255&type=chunk) [Social Responsibility](index=80&type=page&id=Social%20Responsibility) The Group upholds a people-oriented approach, ensuring a safe workplace with zero injuries for five years, increasing employee numbers to 744, providing extensive training, implementing strict supply chain and product responsibility measures, and maintaining a zero-tolerance stance on corruption - **Employment**: As of March 31, 2024, total employees were **744**, with female employees comprising approximately **61.42%**; the overall turnover rate was approximately **17%**[286](index=286&type=chunk)[288](index=288&type=chunk)[296](index=296&type=chunk) - **Health and Safety**: The Group prioritizes occupational health and safety, reporting **zero work-related injuries or fatalities** during the period and over the past five years, with **zero lost workdays** due to work-related injuries[297](index=297&type=chunk)[300](index=300&type=chunk) - **Development and Training**: During the reporting period, the total training rate was approximately **63.84%**, with total training hours of approximately **5,107.5 hours**, and an average of approximately **6.86 hours per employee**[310](index=310&type=chunk) - **Supply Chain Management**: The Group's supplier list includes **627 suppliers**, all from mainland China, with **87 suppliers eliminated** during the period; the Group prioritizes suppliers with sustainable development concepts and relevant certifications[321](index=321&type=chunk)[322](index=322&type=chunk) - **Anti-corruption**: The Group maintains a **zero-tolerance stance on corruption**, with a whistleblowing mechanism and regular anti-corruption training; **no concluded corruption litigation cases** were reported during the period[327](index=327&type=chunk)[330](index=330&type=chunk)[333](index=333&type=chunk) [Biographies of Directors and Senior Management](index=110&type=section&id=Biographies%20of%20Directors%20and%20Senior%20Management) This section details the professional backgrounds and industry experience of the company's executive directors, independent non-executive directors, and senior management, including the Chairman and Co-Presidents - **Mr. Wong Kai Ho**, 44, Executive Director and Chairman, possesses over **18 years of experience** in finance and business management, and is a practicing accountant in Hong Kong and a chartered accountant in New Zealand[351](index=351&type=chunk) - **Mr. Wang Guiwu**, 63, Executive Director, has over **21 years of experience** in business management and previously served as a non-executive director of Shengjing Bank[353](index=353&type=chunk) - **Mr. Huang Zhuguang**, 61, Executive Director, possesses over **31 years of experience** in the cultural industry and is the Chairman of Guangdong Shunlian Animation Technology Co., Ltd[356](index=356&type=chunk) - **Mr. Hou Ruilin**, 62, Executive Director, has over **26 years of experience** in corporate management[357](index=357&type=chunk) - The three independent non-executive directors are **Mr. Qian Zhihao, Mr. Zhong Weimin, and Mr. Hua Yichun**, possessing extensive professional knowledge in auditing, finance, and law[361](index=361&type=chunk)[362](index=362&type=chunk)[367](index=367&type=chunk) - Senior management includes Co-Presidents **Mr. Shi Lei** and **Mr. Xia Ding**, and Vice President **Mr. Jiang Xiaoping**, all possessing profound experience in their respective business areas[369](index=369&type=chunk)[370](index=370&type=chunk)[371](index=371&type=chunk) [Directors' Report](index=115&type=section&id=Directors%27%20Report) This report outlines the Group's principal activities, financial performance, share capital changes, fundraising activities, and compliance with listing rules for the reporting period - The Directors **do not recommend the payment of any dividends** for the reporting period[377](index=377&type=chunk) - During the reporting period, the Group raised funds through multiple share placements, with proceeds primarily used to **offset debts** and **supplement general working capital**[389](index=389&type=chunk)[391](index=391&type=chunk) - During the reporting period, sales to the **top five customers** accounted for **33.2%** of total sales (largest customer: **27.5%**), and purchases from the **top five suppliers** accounted for **29.7%** of total purchases (largest supplier: **13.7%**)[397](index=397&type=chunk) - As of March 31, 2024, Chairman **Mr. Wong Kai Ho** was deemed to have a long position interest in approximately **23.62%** of the company's issued share capital[406](index=406&type=chunk)[411](index=411&type=chunk) - The company confirmed that as of the reporting date, the **public float was not less than 25%**, complying with Listing Rules requirements[416](index=416&type=chunk) [Independent Auditor's Report](index=124&type=section&id=Independent%20Auditor%27s%20Report) The auditor issued an unmodified opinion on the financial statements but highlighted significant uncertainties regarding the Group's going concern ability and identified key audit matters related to property valuations - **Audit Opinion**: The auditor issued an **unmodified opinion**, deeming the financial statements true and fair[421](index=421&type=chunk) - **Material Uncertainty Related to Going Concern**: As of March 31, 2024, the Group's current liabilities were **RMB 7.68 billion**, cash and cash equivalents were **RMB 890 million**, and **RMB 437 million** in borrowings were overdue, indicating a material uncertainty regarding going concern[424](index=424&type=chunk) - **Key Audit Matter 1**: Assessment of net realizable value of properties under development for sale and completed properties held for sale, deemed critical due to significant management judgments and estimates involved in factors like selling prices and completion costs[427](index=427&type=chunk)[428](index=428&type=chunk) - **Key Audit Matter 2**: Fair value of investment properties, considered critical due to their significant carrying amount (**RMB 1.387 billion**) and the substantial judgments involved in their fair value estimation[430](index=430&type=chunk)[431](index=431&type=chunk) [Consolidated Financial Statements](index=131&type=section&id=Consolidated%20Financial%20Statements) This section presents the Group's consolidated financial performance, financial position, and cash flows, along with detailed notes on accounting policies and significant events [Consolidated Statement of Profit or Loss](index=131&type=page&id=Consolidated%20Statement%20of%20Profit%20or%20Loss) For the year ended March 31, 2024, the Group's revenue significantly decreased by 72.2% to RMB 1.441 billion, resulting in a net loss of RMB 750 million, primarily due to reduced gross profit and increased impairments Key Data from Consolidated Statement of Profit or Loss (For the year ended March 31) | Indicator (RMB thousand) | 2024 | 2023 | | :--- | :--- | :--- | | Revenue | 1,440,982 | 5,174,870 | | Gross Profit | 130,789 | 760,808 | | Other Gains and Losses, Net | 515,933 | 1,992,732 | | (Loss)/Profit Before Tax | (742,767) | 1,596,539 | | (Loss)/Profit for the Year | (750,242) | 1,018,855 | | (Loss)/Profit Attributable to Owners of the Company | (785,629) | 966,690 | | Basic (Loss)/Earnings Per Share (RMB cents) | (8.24) | 13.71 | [Consolidated Statement of Financial Position](index=133&type=page&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2024, the Group's total assets decreased to RMB 11.523 billion, total liabilities to RMB 9.015 billion, and equity attributable to owners to RMB 1.035 billion, while non-current assets increased Summary of Consolidated Statement of Financial Position (As of March 31) | Indicator (RMB thousand) | 2024 | 2023 | | :--- | :--- | :--- | | **Non-current Assets** | 1,830,931 | 1,638,953 | | **Current Assets** | 9,692,018 | 11,009,672 | | **Total Assets** | 11,522,949 | 12,648,625 | | **Current Liabilities** | 7,676,516 | 9,320,030 | | **Non-current Liabilities** | 1,338,691 | 793,038 | | **Total Liabilities** | 9,015,207 | 10,113,068 | | **Net Assets** | 2,507,742 | 2,535,557 | | **Equity Attributable to Owners of the Company** | 1,034,504 | 1,461,494 | | **Non-controlling Interests** | 1,473,238 | 1,074,063 | [Consolidated Statement of Cash Flows](index=137&type=page&id=Consolidated%20Statement%20of%20Cash%20Flows) For the year ended March 31, 2024, the Group reported negative operating cash flow of RMB 127 million, net investing outflow of RMB 125 million, and net financing inflow of RMB 442 million, resulting in a net increase of RMB 191 million in cash and equivalents Summary of Consolidated Statement of Cash Flows (For the year ended March 31) | Indicator (RMB thousand) | 2024 | 2023 | | :--- | :--- | :--- | | Net Cash Flow Used in Operating Activities | (126,822) | (107,989) | | Net Cash Flow Used in Investing Activities | (124,678) | (158,345) | | Net Cash Flow From Financing Activities | 442,454 | 316,976 | | **Net Increase in Cash and Cash Equivalents** | **190,954** | **50,642** | | Cash and Cash Equivalents at Beginning of Year | 696,114 | 641,949 | | **Cash and Cash Equivalents at End of Year** | **890,197** | **696,114** | [Notes to the Consolidated Financial Statements](index=139&type=page&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) The notes detail accounting policies, key judgments, and financial data, highlighting going concern uncertainties, segment performance (including new medical retail contributions), interest-bearing borrowings, material lawsuits, and acquisition/disposal specifics - **Going Concern**: Note 2 indicates that as of March 31, 2024, the Group's current liabilities were **RMB 7.68 billion**, with **RMB 437 million** in overdue borrowings, and cash of only **RMB 890 million**, presenting material uncertainty; management has formulated measures to improve liquidity[460](index=460&type=chunk)[462](index=462&type=chunk) - **Segment Information**: The Group has four reportable segments: Medical and Pharmaceutical Retail, E-commerce and Distribution, Property Development, and Property Investment and Management; the new medical retail segment contributed **RMB 87.81 million** in revenue, while property development revenue decreased from **RMB 3.22 billion** to **RMB 558 million**[639](index=639&type=chunk)[641](index=641&type=chunk) - **Interest-bearing Borrowings**: As of March 31, 2024, total interest-bearing bank and other borrowings amounted to **RMB 1.748 billion**, with **RMB 437 million** in default; the Group is renegotiating terms with lenders[745](index=745&type=chunk)[749](index=749&type=chunk) - **Acquisitions and Disposals**: During the year, the Group acquired **100% equity** in **Yekai Tai Pharmaceutical** for **RMB 81 million**, generating **RMB 38.6 million** in goodwill; and disposed of subsidiaries like Tianhe Group and Chongqing Yueyingya Group, recording a disposal gain of **RMB 1.203 billion**[803](index=803&type=chunk)[806](index=806&type=chunk)[810](index=810&type=chunk)[811](index=811&type=chunk) - **Litigation**: The Group is involved in multiple material lawsuits, primarily related to **outstanding loans and guarantee liabilities**, involving significant amounts, with some cases already judged, constituting contingent liabilities[842](index=842&type=chunk)[844](index=844&type=chunk)[845](index=845&type=chunk) [Five-Year Financial Summary](index=267&type=section&id=Five-Year%20Financial%20Summary) This section summarizes the Group's five-year financial performance, showing declining revenue to RMB 1.441 billion in FY2024, a return to loss of RMB 786 million, and a downward trend in total assets and liabilities since FY2021 Five-Year Performance Summary (RMB thousand) | Fiscal Year End | 2024/3/31 | 2023/3/31 | 2022/3/31 | 2020/12/31 | 2019/12/31 | | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | 1,440,982 | 5,174,870 | 11,799,624 | 9,085,402 | 24,131,590 | | (Loss)/Profit Attributable to Owners of the Company | (785,629) | 966,690 | 1,509,499 | (2,025,393) | (2,421,877) | Five-Year Assets and Liabilities Summary (RMB thousand) | Fiscal Year End | 2024/3/31 | 2023/3/31 | 2022/3/31 | 2020/12/31 | 2019/12/31 | | :--- | :--- | :--- | :--- | :--- | :--- | | Total Assets | 11,522,949 | 12,648,625 | 18,267,389 | 38,190,572 | 38,541,413 | | Total Liabilities | (9,015,207) | (10,113,068) | (15,878,852) | (38,898,530) | (37,437,773) |

Customer Experience and Satisfaction - The company aims to enhance customer experience and satisfaction by establishing closer customer relationships and providing personalized solutions[1]. Real Estate Market Conditions - The Chinese real estate market continues to face challenges, but government policies are aimed at stabilizing and supporting the sector, indicating significant structural demand[3]. - In December 2023, the central government announced a RMB 300 billion fund to support the purchase of unsold residential properties, alongside measures to lower down payment ratios[4]. - The group has accelerated the pre-sale of suitable properties by formulating sales strategies tailored to each property development project and enhancing communication with partner banks to expedite the collection of proceeds from pre-sales and sales of developed properties[50]. - The group has implemented cost control measures by closely monitoring budget costs at each stage of property development and adopting a cost management system for real-time cost control, aiming to improve cost-effectiveness in the pre-sale and sales processes[51]. - The overall performance reflects ongoing challenges in the real estate market, with continued downward trends in sales and new construction[135]. Financial Performance - The company reported total revenue of RMB 1,440,982,000 for the year ending March 31, 2024, a decrease of 72.8% compared to RMB 5,174,870,000 for the previous year[20]. - Gross profit for the year was RMB 130,789,000, down 82.8% from RMB 760,808,000 in the prior year[20]. - The company incurred a net loss of RMB 750,242,000 for the year, compared to a profit of RMB 1,018,855,000 in the previous year[20]. - The company reported a total comprehensive loss of RMB (655,914,000) for the year, compared to a total comprehensive income of RMB 1,164,784,000 in the previous year[28]. - The company’s total equity attributable to owners decreased from RMB 1,461,494,000 in 2023 to RMB 1,034,504,000 in 2024[42]. - The company reported a basic loss attributable to shareholders of RMB (785,629) thousand for the year ended March 31, 2024, compared to a profit of RMB 966,690 thousand for the year ended March 31, 2023[112]. Business Strategy and Operations - The company plans to maintain operational liquidity and address existing debt while focusing on expanding its light asset business model[5]. - The company plans to expand its store network, aiming to reach 20 integrated Chinese medicine and pharmacy locations by the end of the year[12]. - The company is focusing on a dual-channel strategy of "new openings + acquisitions" to enhance its market presence in Wuhan and surrounding areas[13]. - The company aims to provide diversified services combining traditional Chinese medicine and pharmacy, enhancing customer experience[14]. - The company aims to enhance revenue from medical and pharmaceutical retail, as well as e-commerce and information product distribution, to generate additional operating cash flow[49]. E-commerce and Market Trends - E-commerce market in China is expected to continue rapid growth, driven by post-pandemic consumer demand and government policies[15]. - The company will strengthen its role as a key intermediary for brands and e-commerce platforms, offering comprehensive marketing services[16]. - E-commerce is evolving with a focus on quality and personalization, driven by technological advancements such as IoT and 5G, while facing challenges from increased competition[131]. - In 2023, China's online retail sales reached RMB 15.4 trillion, an increase of 11.0% year-on-year, with physical goods sales accounting for RMB 13.0 trillion, up 8.4%[132]. - In Q1 2024, online retail sales amounted to RMB 3.3 trillion, growing 12.4% year-on-year, while physical goods sales were RMB 2.8 trillion, up 11.6%[132]. Financial Position and Assets - Non-current assets increased to RMB 1,830,931,000 in 2024 from RMB 1,638,953,000 in 2023, representing an increase of approximately 11.7%[31]. - Current assets decreased to RMB 9,692,018,000 in 2024 from RMB 11,009,672,000 in 2023, a decline of about 11.9%[31]. - Total liabilities decreased from RMB 9,320,030,000 in 2023 to RMB 7,676,516,000 in 2024, a reduction of approximately 17.6%[31]. - The company reported a net asset value of RMB 2,507,742,000 in 2024, slightly down from RMB 2,535,557,000 in 2023[35]. - The group’s total assets as of March 31, 2024, were approximately RMB 11,522,900,000, down from RMB 12,648,600,000 as of March 31, 2023[165]. Legal and Compliance Issues - The company is involved in multiple significant legal proceedings, indicating ongoing financial and operational challenges[184]. - The company is facing substantial liabilities from various lawsuits, which may impact its financial stability and future operations[184]. - The outcomes of these legal proceedings could significantly affect the company's cash flow and overall financial health[184]. - The civil lawsuit filed by CITIC Trust against Hong Kong Tianhe Holdings involves an unpaid debt of approximately RMB 1,050,000,000, including interest up to November 10, 2021[190]. - The court ruled that Hong Kong Tianhe must repay CITIC Trust approximately RMB 735,800,000 in principal and interest, along with overdue interest and penalties[190]. Employee and Operational Changes - Employee count increased to approximately 744 as of March 31, 2024, up from 454 on March 31, 2023, primarily due to the acquisition of Ye Kai Tai Pharmaceutical[197]. - The company has a stock option plan that allows for the issuance of options not exceeding 10% of the issued shares, totaling 163,396,901 shares, with 147,051,211 options granted by March 31, 2023[200].

Financial Performance - For the six months ended September 30, 2023, the income tax expense was RMB 16,192,000, a decrease of 89.2% compared to RMB 150,188,000 for the same period in 2022[1]. - The company’s total revenue decreased by approximately 66.9% to about RMB 1,272,964,000, down from RMB 3,846,310,000 for the six months ended September 30, 2022, primarily due to a reduction in delivered area in property development[78]. - Gross profit decreased by 89.1% to approximately RMB 54,002,000, with the gross margin dropping from 12.9% to 4.2%[78]. - The profit before tax for the six months was RMB 182,246,000, down from RMB 214,963,000 in the prior year, reflecting a decrease of approximately 15.3%[133]. - The net profit for the period was RMB 166,054,000, compared to RMB 64,775,000 in the previous year, showing an increase of about 156.5%[133]. - The basic earnings per share for the company was RMB 1.71, up from RMB 1.34 in the same period last year, representing an increase of approximately 27.6%[133]. - Total comprehensive income for the period was RMB 274,196,000, down from RMB 354,693,000 in the previous year, indicating a decrease of 22.6%[179]. - The company's other comprehensive income, net of tax, was RMB 108,142,000, a significant decrease from RMB 289,918,000 in the prior year, reflecting a decline of 62.7%[179]. - The total comprehensive income attributable to owners of the company was RMB 263,923,000, compared to RMB 376,120,000 in the previous year, a decrease of 29.8%[179]. Assets and Liabilities - As of September 30, 2023, total assets were approximately RMB 11,951,600,000, and total liabilities were approximately RMB 8,780,900,000, reflecting a decrease in liabilities from RMB 10,113,100,000 as of March 31, 2023[62]. - The net asset value per share increased to RMB 0.347 from RMB 0.278 as of March 31, 2023, attributed to profits during the reporting period[62]. - The total current assets decreased to RMB 10,309,086,000 from RMB 11,009,672,000, representing a decline of approximately 6.36%[160]. - The total liabilities decreased from RMB 9,320,030,000 to RMB 7,960,977,000, a reduction of about 14.56%[161]. - The total equity attributable to owners of the company increased to RMB 1,725,417,000 from RMB 1,461,494,000, reflecting a growth of 18.06%[161]. Cash Flow and Financial Stability - The cash and cash equivalents at the end of the period were RMB 665,904,000, down from RMB 696,114,000, a decrease of 4.83%[166]. - The net cash generated from operating activities was RMB 8,399,000, a significant recovery from a cash outflow of RMB (136,641,000) in the previous period[166]. - The company has diversified its operations into four reportable segments, including e-commerce and distribution, property development, and property investment and management[169]. - The company is actively monitoring cash flow and risk management to maintain financial stability[107]. - The company has a strategy to balance liquidity and flexibility through interest-bearing bank borrowings[107]. Dividends and Shareholder Value - The company did not declare or pay any dividends for the six months ended September 30, 2023, consistent with the same period in 2022[3]. - The board does not recommend the distribution of any interim dividend for the six months ended September 30, 2023[131]. - The group is focused on enhancing shareholder value through strategic investments and expanding its revenue and profit potential in various sectors[96]. Business Operations and Market Expansion - The company is transitioning from traditional IT distribution to e-commerce, focusing resources on the development of its e-commerce business[55]. - The retail pharmacy sector is expected to expand significantly due to ongoing healthcare reforms and policies promoting retail pharmacies[47]. - The company plans to expand its retail pharmacy business through a combination of new store openings and acquisitions, aiming to achieve a mid-to-high scale of store numbers in Wuhan and surrounding areas[155]. - The company is committed to identifying profitable investment opportunities aligned with its long-term development strategy despite challenges in the real estate market[152]. - The company is actively pursuing policies to enhance shareholder value and maintain satisfactory performance growth[152]. Legal and Contingent Liabilities - The company is involved in ongoing civil litigation regarding unpaid construction project payments amounting to approximately RMB 105.3 million[32]. - A separate civil lawsuit involves an unpaid loan principal of approximately RMB 300 million with an interest rate of about 10.4%, totaling around RMB 389.4 million including penalties[33]. - The company faces contingent liabilities of approximately RMB 922,886,000 related to guarantees provided for mortgage financing to property buyers[88]. - The group has contingent liabilities related to outstanding debts totaling approximately RMB 1,458,513,000, with a court ruling requiring repayment[109]. - A separate court ruling mandates repayment of RMB 620,000,000 in trust loans, with ongoing negotiations for settlement[111]. Management and Employee Compensation - The total remuneration for key management personnel was RMB 5,688,000 for the six months ended September 30, 2023, a decrease of 24.6% from RMB 7,538,000 in the same period of 2022[15]. - The group maintains a competitive compensation structure for employees, ensuring performance-based bonuses and training programs[116]. - The 2023 share plan aims to incentivize eligible participants and enhance the overall value of the company and its shares[118]. Acquisitions and Investments - The company entered into an equity transfer agreement to acquire 55.5556% of Wuhan Yekaitai Pharmaceutical Chain Co., Ltd. for RMB 45,000,000 on August 16, 2023[19]. - The company acquired a 55.5556% stake in Yekaitai Pharmaceutical for RMB 45 million and an additional 44.4444% stake for RMB 36 million, making it a wholly-owned subsidiary[151]. - The group has no specific future plans for major investments or capital assets as of September 30, 2023, but is actively seeking new investment opportunities in real estate, e-commerce, and healthcare sectors[96].

Financial Performance - The group's profit for the reporting period was approximately RMB 166,054,000, a significant increase from RMB 64,775,000 for the six months ended September 30, 2022, reflecting a strong recovery[1]. - Revenue decreased by approximately 66.9% to about RMB 1,272,964,000, down from RMB 3,846,310,000 for the same period last year, primarily due to a reduction in delivered property area[1]. - Gross profit decreased by 89.1% to approximately RMB 54,002,000, with the gross margin dropping from 12.9% to 4.2%[1]. - The total comprehensive income for the period was RMB 274,196,000, compared to RMB 354,693,000 in the previous period, reflecting a decrease of approximately 22.7%[17]. - The income attributable to the owners of the company was RMB 263,923,000, down from RMB 376,120,000, indicating a decline of about 29.8%[19]. - The company reported a net profit of RMB 166,054,000 for the six months ended September 30, 2023, compared to RMB 64,775,000 in the same period of 2022, reflecting an increase of 156.5%[102]. - The company reported a pre-tax profit of RMB 214,963 thousand for the six months ended September 30, 2023, compared to a pre-tax profit of RMB 182,246 thousand in the previous period, indicating a growth of 17.9%[140]. Expenses and Liabilities - Total sales and distribution expenses, along with administrative and other operating expenses, decreased by 18.6% to approximately RMB 135,141,000[1]. - Financial expenses decreased by 58.2% to approximately RMB 57,893,000 due to reduced interest-bearing financial debts[1]. - Income tax expenses decreased by 89.2% to approximately RMB 16,192,000, reflecting lower corporate income tax and land appreciation tax[1]. - Total liabilities as of September 30, 2023, were RMB 8,780,917 thousand, compared to RMB 10,113,068 thousand as of March 31, 2023, showing a reduction of about 13.2%[142]. - The company recognized an expected liability provision of RMB 999,011,000 related to guaranteed liabilities and contractual arrangements[153]. Assets and Equity - The total assets as of September 30, 2023, were approximately RMB 11,951,600,000, down from RMB 12,648,600,000 as of March 31, 2023[5]. - The group's net asset value per share increased to RMB 34.7 cents from RMB 27.8 cents, driven by profits during the reporting period[5]. - Total equity increased significantly to RMB 3,170,709 thousand from RMB 2,535,557 thousand, a growth of approximately 25.09%[124]. Cash Flow and Liquidity - The group's cash and cash equivalents, including restricted cash, were approximately RMB 679,800,000 as of September 30, 2023, down from RMB 725,900,000 as of March 31, 2023[7]. - The group’s cash flow situation is closely monitored to maintain a balance between liquidity and flexibility[14]. - The company raised approximately HKD 116,023,000 for debt repayment and general working capital[60]. Legal Proceedings - The group is actively involved in significant legal proceedings, including a civil lawsuit with a principal amount of RMB 1,458,513,000 related to unpaid debts[26]. - Five Minerals International has filed a civil lawsuit against Wuhan Tianhe and others for an outstanding trust loan principal of RMB 620 million, with a court ruling requiring repayment including interest and costs[29]. - CITIC Trust has initiated legal proceedings for an unpaid debt of approximately RMB 1.05 billion, including interest, against several subsidiaries, with a court hearing scheduled for November 2023[30]. - The company has entered into negotiations with the plaintiff regarding a repayment plan for the civil judgment[36]. Employee and Compensation - As of September 30, 2023, the company had approximately 617 employees, an increase from 454 employees as of March 31, 2023, primarily due to the acquisition of Ye Kai Tai Pharmaceuticals[42]. - The company has a competitive compensation policy for its employees, ensuring that salary levels are attractive and providing training programs in addition to retirement benefits and medical insurance[42]. Strategic Focus and Market Outlook - The company is focused on enhancing its long-term profitability and shareholder value through strategic investments and market expansion efforts[37]. - The real estate market in China is facing challenges, but government policies are expected to support market recovery and structural improvement[53]. - The company plans to play a key intermediary role between brands and e-commerce platforms, providing comprehensive network marketing services[62]. - The company aims to expand its store network through a "new openings + acquisitions" model, targeting a significant increase in store numbers in Wuhan and surrounding areas[63]. - The company is focusing on integrating traditional Chinese medicine services with retail, offering diverse services including consultations and recovery therapies[64]. Shareholder Actions - The board does not recommend the distribution of any interim dividends for the six months ending September 30, 2023[65]. - The company adopted a new share option plan on August 28, 2023, which is effective for ten years and allows for the issuance of share rewards and options to eligible participants[45]. - The 2023 share plan allows for the issuance of up to 10% of the total shares issued as of the adoption date, equating to 912,966,911 shares[46]. - The company has not yet granted any rewards under the 2023 share plan as of the announcement date[48]. Market Trends - The Chinese digital e-commerce market is expected to continue rapid growth in 2023, driven by post-pandemic consumption expansion and supportive government policies[57]. - The pharmaceutical retail industry benefits from favorable policies and has unique risk resistance capabilities, with leading companies expanding rapidly through store openings[58]. - The retail pharmacy sector is expected to expand significantly as the main profit source for medical institutions shifts from pharmaceutical sales to medical services[179]. - In the first three quarters of 2023, online retail sales in China reached RMB 1,081.98 billion, a year-on-year increase of 11.6%[183].