本公佈僅作參考之用，並不構成收購、購買或認購本公司證券之邀請或要約。 香港交易及結算所有限公司及香港聯合交易所有限公司對本公佈的內容概不負責，對其準確性或 完整性亦不發表任何聲明，並明確表示概不會就本公佈全部或任何部分內容產生或因倚賴該等內 容而引致的任何損失承擔任何責任。 China Health Group Limited 中國衛生集團有限公司 （以CHG HS Limited名稱在香港經營業務） （於百慕達註冊成立之有限公司） （股份代號：673） (I)於二零二五年八月二十日舉行之股東特別大會投票表決結果； (II)授出清洗豁免；及 (III)同意特別交易 茲提述中國衛生集團有限公司（「本公司」）日期為二零二五年七月三十一日之通函（「通函」）及股 東特別大會（「股東特別大會」）通告（「股東特別大會通告」）。除文義另有所指外，本公佈所用詞彙 與通函中所界定者具有相同涵義。 於二零二五年八月二十日舉行之股東特別大會上，股東特別大會主席要求就股東特別大會通告所 載之所有提呈決議案進行投票表決。 於股東特別大會日期，本公司已發行股份總數為491,644,763股股份，為賦予股東有權出席股東特 別大會並於大會上 ...

股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2025年7月31日 狀態: 新提交 致：香港交易及結算所有限公司 公司名稱: 中國衛生集團有限公司 ( 以 CHG HS Limited 名稱在香港經營業務) ( 於百慕達註冊成立之有限公司) 呈交日期: 2025年8月6日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 00673 | 說明 | | | | | | | | | | 法定/註冊股份數目 | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 100,000,000,000 HKD | | 0.1 | HKD | | 10,000,000,000 | | 增加 / 減少 (-) | | | 0 | | | HKD | | 0 | | 本月底結存 | | | 100,000,000,000 HKD | ...

China Health Group Limited 中國衛生集團有限公司 (Carrying on business in Hong Kong as CHG HS Limited) (Incorporated in Bermuda with limited liability) （以 CHG HS Limited 名稱在香港經營業務） （於百慕達註冊成立之有限公司） Dear Non-Registered Shareholders, China Health Group Limited (the "Company") – Notice of publication of Circular in relation to (I) subscriptions of new shares under specific mandate; (II) proposed rights issue on the basis of three (3) rights shares for every ten (10) shares held on the record date; (III) connected transact ...

China Health Group Limited 中國衛生集團有限公司 (Carrying on business in Hong Kong as CHG HS Limited) (Incorporated in Bermuda with limited liability) （以 CHG HS Limited 名稱在香港經營業務） （於百慕達註冊成立之有限公司） （Stock Code 股份代號：673） NOTIFICATION LETTER 通知信函 Dear Registered Shareholders, 31 July 2025 China Health Group Limited (the "Company") – Notice of publication of (i) Circular in relation to (I) subscriptions of new shares under specific mandate; (II) proposed rights issue on the basis of three (3) rights shares for every ten ( ...

香港交易及結算所有限公司及香港聯合交易所有限公司對本公佈之內容概不負責，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佈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。 （以CHG HS Limited名稱在香港經營業務） （於百慕達註冊成立之有限公司） China Health Group Limited 中國衛生集團有限公司 （股份代號：673） 股東特別大會通告 茲通告中國衛生集團有限公司（「本公司」）謹訂於二零二五年八月二十日（星期三）上午 十一時正假座香港德輔道中141號中保集團大廈8樓801室舉行股東特別大會（「大會」或「股東 特別大會」），以考慮並酌情通過本公司之下列決議案。除另有指明外，本公佈所用詞彙與本公 司日期為二零二五年七月三十一日之通函（「通函」）所界定者具有相同涵義： 普通決議案 作為特別事項，考慮並酌情通過下列決議案（不論有否修訂）為普通決議案： – 1 – 1. 「動議： (a) 批准、確認及追認本公司與Ample Colour Limited（「認購人A」）訂立之日期為 二零二五年四月三十日之有條件認購協議（「認購協議A」（註有 ） 「A」 ...

地址為 為中國衛生集團有限公司（「本公司」）普通股本中每股面值0.10港元之普通股共 股 之登記持有人，茲委任大會主席或 （註4） China Health Group Limited 中國衛生集團有限公司 （以CHG HS Limited名稱在香港經營業務） （於百慕達註冊成立之有限公司） （股份代號：673） 於二零二五年八月二十日（星期三）之股東特別大會適用之代表委任表格 本人╱吾等 （註1） 地址為 為本人╱吾等之受委代表，代表本人╱吾等出席於二零二五年八月二十日（星期三）上午十一時正假座香港德輔道中141號中保集團大廈8樓801室舉行之本公司股東特別大會（「大會」）或其 任何續會，並就召開大會通告所載決議案（不論有否修訂）投票表決時依照以下指示代表本人╱吾等投票，如無該等指示，則由本人╱吾等之受委代表酌情投票。 | | | 普通決議案 贊成 （註5 & 6） | 反對 | （註5 & 6） | | --- | --- | --- | --- | --- | | 1. | (a) | 批准、確認及追認本公司與Ample Colour Limited（「認購人A」）訂立之日期為二零二五年四月三十日之有條 ...

此乃要件 請即處理 閣下如對本通函任何方面或須採取之行動有任何疑問，應諮詢 閣下之持牌證券交易商或註冊證券機構、銀行經理、律師、專業 會計師或其他專業顧問。 本公司之獨立財務顧問 閣下如已售出或轉讓名下所有中國衛生集團有限公司的股份，應立即將本通函及隨附的代表委任表格送交買主，或經手買賣之持 牌證券交易商或註冊證券機構或其他代理商，以便轉交買主或承讓人。 香港交易及結算所有限公司及香港聯合交易所有限公司對本通函的內容概不負責，對其準確性或完整性亦不發表任何聲明，並表 明概不就因本通函全部或任何部分內容而產生或因依賴該等內容而引致的任何損失承擔任何責任。 本通函僅供參考，並不構成收購、購買或認購本通函內所述證券之邀請或要約。 China Health Group Limited 中國衛生集團有限公司 （以CHG HS Limited名稱在香港經營業務） （於百慕達註冊成立之有限公司） （股份代號：673） (I)根據特別授權認購新股份； (II)建議按於記錄日期每持有十(10)股股份獲發三(3)股供股股份之 基準進行供股； (III)有關包銷協議之關連交易及特別交易； (IV)有關配售代理協議之特別交易； (V ...

香港交易及結算所有限公司及香港聯合交易所有限公司對本公佈之內容概不負責，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佈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。 本公佈僅作參考之用，並不構成收購、購買或認購本公司證券之邀請或要約。 China Health Group Limited 中國衛生集團有限公司 （以CHG HS Limited名稱在香港經營業務） （於百慕達註冊成立之有限公司） （股份代號：673） 寄發通函 及經修訂預期時間表 茲提述(i)中國衛生集團有限公司（「本公司」）日期為二零二五年五月二十二日之公佈，內容有關 （其中包括）建議（「該公佈」）；及(ii)本公司日期為二零二五年六月十二日及二零二五年七月十一 日之公佈，內容有關延遲寄發有關建議的通函（「通函」）。除文義另有所指外，本公佈所用詞彙與 該公佈所界定者具有相同涵義。 寄發通函 載有（其中包括）(i)建議之進一步詳情；(ii)獨立董事委員會之推薦意見函件；(iii)獨立財務顧問致 獨立董事委員會及獨立股東之意見函件；(iv)上市規則及收購守則規定之其他資料；及(v)召開股 東特別大會之通告 ...

Market Overview - The Hong Kong stock market experienced a decline, with the Hang Seng Index falling by 1.36% to 25,176.93 points, the Hang Seng Tech Index dropping by 2.72%, and the National Enterprises Index decreasing by 1.18% [2] - Technology stocks, particularly in the internet sector, saw significant losses, with JD.com, Alibaba, and Baidu each dropping over 2%, while Tencent fell more than 1% [2] - In contrast, AI healthcare concept stocks and medical equipment stocks surged, with Ping An Good Doctor rising over 11% and China Health Group increasing by 48% [2][4] AI Healthcare Sector - The AI healthcare and medical equipment sectors are experiencing rapid growth, driven by supportive government policies and increasing market demand [4] - The National Medical Products Administration announced measures to support the innovation of high-end medical devices, focusing on AI imaging diagnostics and surgical robots [4] - Beijing's "AI + Healthcare" action plan aims to establish an innovative ecosystem by 2027, promoting over 30 core technologies and innovative products [4] Oil and Gas Sector - Oil and gas equipment and services stocks performed well, with Shandong Graphite rising over 16% [4] - International oil prices rebounded, with Brent and WTI crude futures both increasing by over 3%, returning to around $70 per barrel [4] Automotive Sector - The automotive sector faced significant declines, with Li Auto dropping over 12% and other major players like BYD and Xpeng also experiencing losses [7] Semiconductor Sector - Semiconductor stocks weakened, with SMIC falling over 5% amid news that Nvidia placed a new order for 300,000 H20 chips with TSMC, impacting market sentiment negatively for local semiconductor suppliers [7][8]

[Chairman's Report](index=4&type=section&id=%E4%B8%BB%E5%B8%AD%E5%A0%B1%E5%91%8A%E6%9B%B8) [Chairman's Report](index=4&type=section&id=%E4%B8%BB%E5%B8%AD%E5%A0%B1%E5%91%8A%E6%9B%B8) The Chairman's report details the Group's significant operating pressures, including policy impacts and an adverse litigation judgment, and outlines strategic measures like new investments and business adjustments to navigate challenges and pursue future growth - The Group faced unprecedented operating pressures, with core business decline due to industry policy adjustments, underperforming new distribution ventures, extended accounts receivable cycles, and an adverse appeal judgment challenging its going concern ability[5](index=5&type=chunk) - To address the difficulties, the Board implemented measures including signing share subscription agreements with strategic investors, launching a rights issue to optimize capital structure, strengthening accounts receivable management, and strategically adjusting business layouts[5](index=5&type=chunk) - Looking ahead, the Group will focus on accelerating business transformation, deepening strategic partnerships, advancing digitalization for efficiency, and strengthening risk management to seize healthcare industry growth opportunities[6](index=6&type=chunk) [Management Discussion and Analysis](index=5&type=section&id=%E7%AE%A1%E7%90%86%E5%B1%A4%E8%A8%8E%E8%AB%96%E5%8F%8A%E5%88%86%E6%9E%90) [Performance Review](index=5&type=section&id=%E6%A5%AD%E7%B8%BE%E5%9B%9E%E9%A1%A7) For the year ended March 31, 2025, the Group's total revenue decreased by 35% to HKD 38.9 million, with a significant increase in loss attributable to shareholders due to an adverse appeal judgment 2025 Fiscal Year Performance Overview (Unit: HKD million) | Indicator | 2025 Fiscal Year | 2024 Fiscal Year | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Total Revenue | 38.9 | 59.9 | -35% | | - Medical Device Distribution and Services | 27.7 | 45.8 | -40% | | - Hospital Operation and Management | 11.2 | 14.1 | -21% | | Gross Profit | 9.2 | 13.6 | -32% | | Loss Attributable to Shareholders | 67.8 | 40.2 | +69% | | Basic Loss Per Share | 13.91 HK cents | 8.45 HK cents | +65% | - The significant increase in this year's loss is primarily due to a provision of USD 4 million (approximately HKD 31.2 million) for litigation expenses arising from an adverse appeal judgment[12](index=12&type=chunk) - The Group recognized goodwill impairment losses of approximately HKD 11.7 million, mainly related to Anping Boai Hospital (HKD 8.8 million) and Jinmei Development Co., Ltd. (HKD 2.9 million)[11](index=11&type=chunk) [Review of Business Operations](index=6&type=section&id=%E6%A5%AD%E5%8B%99%E7%87%9F%E9%81%8B%E4%B9%8B%E5%9B%9E%E9%A1%A7) This year, the Group's four business segments showed mixed performance, with medical device distribution revenue sharply declining due to centralized procurement policies, while hospital operations saw reduced losses despite lower revenue [Medical Device and Consumables Distribution and Services Business](index=6&type=section&id=(a)%20%E9%86%AB%E7%99%82%E5%99%A8%E6%A2%B0%E5%8F%8A%E8%80%97%E6%9D%90%E5%88%86%E9%8A%B7%E5%8F%8A%E6%9C%8D%E5%8B%99%E6%A5%AD%E5%8B%99) This segment's revenue significantly decreased by 40% year-on-year to HKD 27.7 million, turning from profit to a loss of approximately HKD 0.4 million, primarily due to China's centralized procurement policies Medical Device and Consumables Distribution Business Performance | Indicator | 2025 Fiscal Year | 2024 Fiscal Year | | :--- | :--- | :--- | | Revenue | HKD 27.7 million | HKD 45.8 million | | Segment Result | Loss HKD 0.4 million | Profit HKD 0.4 million | [Hospital Operation and Management Services Business](index=6&type=section&id=(b)%20%E9%86%AB%E9%99%A2%E7%B6%93%E7%87%9F%E5%8F%8A%E7%AE%A1%E7%90%86%E6%9C%8D%E5%8B%99%E6%A5%AD%E5%8B%99) Hospital operation revenue decreased to HKD 11.2 million year-on-year, mainly due to fewer outpatient and inpatient visits, though segment loss narrowed from HKD 20.2 million to HKD 14.2 million Hospital Operation and Management Business Performance | Indicator | 2025 Fiscal Year | 2024 Fiscal Year | | :--- | :--- | :--- | | Revenue | HKD 11.2 million | HKD 14.1 million | | Segment Loss | HKD 14.2 million | HKD 20.2 million | - The Group has initiated litigation against Shuangluan Hospital and the Shuangluan government for outstanding debts, claiming principal and interest of approximately RMB 59.1 million, with the case accepted by the Chengde Court[18](index=18&type=chunk) [Commercial Services](index=7&type=section&id=(c)%20%E5%95%86%E6%A5%AD%E6%9C%8D%E5%8B%99) This year, the commercial services segment recorded no revenue, with losses expanding from HKD 10.6 million to HKD 14.7 million, and the commercial factoring business terminated in June 2024 after its license expired Commercial Services Business Performance | Indicator | 2025 Fiscal Year | 2024 Fiscal Year | | :--- | :--- | :--- | | Revenue | HKD 0 | HKD 0 | | Segment Loss | HKD 14.7 million | HKD 10.6 million | [Research and Development and Sales of Functional Foods](index=8&type=section&id=(d)%20%E5%8A%9F%E8%83%BD%E6%80%A7%E9%A3%9F%E5%93%81%E4%B9%8B%E7%A0%94%E7%99%BC%E5%8F%8A%E9%8A%B7%E5%94%AE) Acquired in November 2023, this business had no revenue this year but recorded a profit of approximately HKD 1 million, with a settlement agreement reached post-reporting period to transfer the business for a nominal HKD 1 due to a cross-default dispute - The company received a statutory demand letter, triggering a cross-default clause in the Jinmei acquisition agreement, leading to a consideration dispute with the vendor[21](index=21&type=chunk) - To resolve the dispute, the company entered into a deed of settlement on July 3, 2025, agreeing to transfer all equity in Jinmei back to the vendor for a nominal HKD 1 and issue a HKD 12 million interest-free settlement note to the vendor[22](index=22&type=chunk)[26](index=26&type=chunk) [Future Outlook](index=9&type=section&id=%E6%9C%AA%E4%BE%86%E5%B1%95%E6%9C%9B) Despite challenges from business decline, difficult accounts receivable recovery, and adverse litigation, management remains cautiously optimistic, having implemented decisive measures like new shareholder introduction and a proposed rights issue to stabilize finances and pursue growth - The Group faces unprecedented challenges including declining existing business performance, underperforming new distribution ventures, difficult accounts receivable recovery, and going concern concerns arising from an adverse appeal judgment[25](index=25&type=chunk) - To address these challenges, the Board has implemented measures such as introducing a strategic investor (new major shareholder) and proposing a rights issue to repay debts and strengthen the capital base, significantly improving its financial position[25](index=25&type=chunk) - In the new fiscal year, the Group will leverage newly raised funds to continue focusing on core business operations and actively explore strategic collaborations, industry consolidation, and new business opportunities to overcome difficulties and regain growth[27](index=27&type=chunk) [Significant Acquisitions and Disposals](index=10&type=section&id=%E9%87%8D%E5%A4%A7%E6%94%B6%E8%B3%BC%E4%BA%8B%E9%A0%85%E5%8F%8A%E5%87%BA%E5%94%AE%E4%BA%8B%E9%A0%85) This year, the Group made several significant portfolio adjustments, including terminating an investment in Bochuang Fund, disposing of Golden Alliance Limited's 51% equity due to profit guarantee failure, and terminating the acquisition of Putian Fuxin Molecular Diagnostics - The Group terminated its investment in Bochuang Fund, no longer needing to pay the remaining RMB 15 million capital contribution, and will receive a refund of the RMB 15 million advance payment[28](index=28&type=chunk)[29](index=29&type=chunk) - Due to the target company's negative actual profit for FY2024, failing to meet the guaranteed profit, the Group exercised its exit clause and completed the disposal of 51% equity in Golden Alliance Limited on April 23, 2024[35](index=35&type=chunk) - The company acknowledged the misclassification of the Golden Alliance acquisition (should have been a major transaction, not a discloseable transaction) and has engaged an internal control consultant for review and implemented remedial measures to enhance compliance[37](index=37&type=chunk)[38](index=38&type=chunk)[39](index=39&type=chunk) - The agreement to acquire 100% equity in Putian Fuxin Molecular Diagnostics was terminated as the parties failed to agree on a further extension of the long stop date[40](index=40&type=chunk)[41](index=41&type=chunk) [Fundraising Activities](index=15&type=section&id=%E9%9B%86%E8%B3%87%E6%B4%BB%E5%8B%95) During the reporting period, the Group undertook two significant fundraising activities: a placement and subscription in July 2024 raising HKD 9.8 million, and a larger capital restructuring plan announced in April 2025, including a new share issuance and rights issue, expected to raise HKD 80.9 million for debt repayment and working capital - In July 2024, the company raised net proceeds of approximately HKD 9.8 million through the placement and subscription of 12,650,000 shares, all used for general working capital[44](index=44&type=chunk) - On April 30, 2025, the company entered into subscription agreements with multiple parties to issue 700 million new shares at HKD 0.1 per share, and also proposed a "3 for 10" rights issue at HKD 0.1 per share[47](index=47&type=chunk) - The estimated net proceeds from the subscription and rights issue, totaling approximately HKD 80.9 million, are intended to repay approximately HKD 65.3 million in payables, settle HKD 12 million for the settlement note, and allocate approximately HKD 3.6 million for working capital[50](index=50&type=chunk) [Liquidity and Capital Resources](index=17&type=section&id=%E6%B5%81%E5%8B%95%E8%B3%87%E9%87%91%E5%8F%8A%E8%B3%87%E6%9C%AC%E8%B3%87%E6%BA%90) As of March 31, 2025, the Group's financial position was strained, with cash and cash equivalents significantly reduced to HKD 1 million, a shift from net current assets to net current liabilities of HKD 17.3 million, and a rising gearing ratio indicating increased financial risk Liquidity and Capital Structure Indicators | Indicator | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Cash and Cash Equivalents | HKD 1 million | HKD 4 million | | Net Current Assets / (Liabilities) | (HKD 17.3 million) | HKD 16.9 million | | Current Ratio | 0.88 | 1.15 | | Gearing Ratio | 0.25 | 0.03 | - The sharp increase in the gearing ratio was primarily influenced by approximately HKD 31.2 million in other payables (provision for appeal judgment) and approximately HKD 5.4 million in bank borrowings[52](index=52&type=chunk) [Employees and Remuneration Policy](index=18&type=section&id=%E5%83%B1%E5%93%A1%E5%8F%8A%E8%96%AA%E9%85%AC%E6%94%BF%E7%AD%96) As of March 31, 2025, the Group's employee count increased to 148, with total staff costs (including directors' emoluments) rising to approximately HKD 16.7 million, and 19,050,000 unexercised share options remaining at year-end Employee Data | Indicator | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Number of Employees | 148 | 118 | | Total Staff Costs | HKD 16.7 million | HKD 15.7 million | | Unexercised Share Options | 19,050,000 | - | [Biographies of Directors and Senior Management](index=19&type=section&id=%E8%91%A3%E4%BA%8B%E5%8F%8A%E9%AB%98%E5%B1%A4%E7%AE%A1%E7%90%86%E4%BA%BA%E5%93%A1%E4%B9%8B%E5%B1%A5%E6%AD%B7%E8%A9%B3%E6%83%85) [Biographies of Directors and Senior Management](index=19&type=section&id=%E8%91%A3%E4%BA%8B%E5%8F%8A%E9%AB%98%E5%B1%A4%E7%AE%A1%E7%90%86%E4%BA%BA%E5%93%A1%E4%B9%8B%E5%B1%A5%E6%AD%B7%E8%A9%B3%E6%83%85) This section provides detailed biographies of the company's executive, non-executive, and independent non-executive directors, as well as senior management, covering their age, educational background, professional qualifications, and extensive experience in corporate management, investment, healthcare, and finance - The executive director team comprises Chairman Mr. Zhang Fan, CEO Mr. Zhong Hao, and Mr. Xing Yong, all possessing extensive experience in corporate management, investment and financing, and business operations[59](index=59&type=chunk)[60](index=60&type=chunk) - Non-executive Director Mr. Wang Jingming has a profound background and outstanding achievements in hospital management, while Mr. Huang Lianhai possesses expertise in legal and auditing professions[61](index=61&type=chunk)[66](index=66&type=chunk) - The independent non-executive director team, consisting of Mr. Jiang Xuejun, Mr. Du Yanhua, Mr. Lai Liangquan, and Ms. Yang Huimin, brings diverse professional backgrounds including cardiology, biophysical research, certified public accounting, and corporate finance, ensuring the Board's professional and independent decision-making[67](index=67&type=chunk)[68](index=68&type=chunk)[69](index=69&type=chunk)[70](index=70&type=chunk) [Report of the Directors](index=23&type=section&id=%E8%91%A3%E4%BA%8B%E6%9C%83%E5%A0%B1%E5%91%8A%E6%9B%B8) [Principal Businesses and Risks](index=23&type=section&id=%E4%B8%BB%E8%A6%81%E6%A5%AD%E5%8B%99%E8%88%87%E9%A2%A8%E9%9A%AA) The company primarily engages in investment holding, with subsidiaries involved in medical device distribution, hospital management, commercial services, and functional food R&D and sales, facing key risks from China's evolving political, economic, legal, and healthcare regulatory landscape - The Group's principal businesses include medical device distribution, hospital operation and management, commercial services, and functional food R&D and sales, with no significant changes during the year[74](index=74&type=chunk) - Key risks and uncertainties stem from policy changes in China, particularly the tightening regulatory environment in the healthcare industry, which could significantly impact operations[76](index=76&type=chunk) - During the reporting period, apart from the disclosed litigation and the acquisition of Golden Alliance violating Listing Rules, the Group had no other material non-compliance issues[78](index=78&type=chunk) [Directors and Interests Disclosure](index=25&type=section&id=%E8%91%A3%E4%BA%8B%E5%8F%8A%E6%AC%8A%E7%9B%8A%E6%8A%AB%E9%9C%B2) This section discloses the company's directors and their changes during the reporting period, confirming their interests in contracts and detailing their and chief executives' interests in company securities and share options, with Chairman Mr. Zhang Fan holding approximately 28.09% of shares - During the reporting period, there were changes in the Board, with Mr. Xing Yong re-designated from non-executive director to executive director, and Ms. Yang Huimin appointed as an independent non-executive director[88](index=88&type=chunk) Directors' and Chief Executives' Shareholding Interests (as at March 31, 2025) | Name | Capacity | Total Interests in Shares and Related Shares | Percentage of Issued Shares | | :--- | :--- | :--- | :--- | | Mr. Zhang Fan | Through personal and corporate interests | 138,099,400 (L) | 28.09% | | Mr. Zhong Hao | Beneficial owner | 3,000,000 (L) | 0.61% | | Mr. Xing Yong | Beneficial owner | 3,539,800 (L) | 0.72% | | Mr. Wang Jingming | Beneficial owner | 3,150,600 (L) | 0.64% | | Mr. Huang Lianhai | Beneficial owner | 2,300,000 (L) | 0.47% | | Mr. Jiang Xuejun | Beneficial owner | 800,000 (L) | 0.16% | | Mr. Du Yanhua | Beneficial owner | 300,000 (L) | 0.06% | | Mr. Lai Liangquan | Beneficial owner | 300,000 (L) | 0.06% | - The company adopted a new share option scheme ("2023 Share Option Scheme") on September 18, 2023, replacing the expired old scheme; no share options were granted, exercised, cancelled, or lapsed during the year, with 19,050,000 share options remaining unexercised at year-end[105](index=105&type=chunk)[106](index=106&type=chunk) [Other Disclosures](index=34&type=section&id=%E5%85%B6%E4%BB%96%E6%8A%AB%E9%9C%B2) The report confirms the company maintained sufficient public float, with major suppliers and customers accounting for significant portions of procurement and sales, no listed securities transactions during the year, a post-reporting settlement for Jinmei Development, and a change of auditor in November 2024 - During the year, the Group's largest supplier accounted for approximately 29.5% of total purchases, with the top five suppliers collectively accounting for 77.8%; the largest customer accounted for approximately 13.8% of total sales, with the top five customers collectively accounting for 33.6%[115](index=115&type=chunk)[116](index=116&type=chunk) - The company changed its auditor on November 25, 2024, appointing Beijing Xinghua Dingfeng Certified Public Accountants Co., Ltd. as the new auditor[120](index=120&type=chunk) [Corporate Governance Report](index=36&type=section&id=%E4%BC%81%E6%A5%AD%E7%AE%A1%E6%B2%BB%E5%A0%B1%E5%91%8A) [Corporate Governance Practices and the Board](index=36&type=section&id=%E4%BC%81%E6%A5%AD%E7%AE%A1%E6%B2%BB%E5%B8%B8%E8%A6%8F%E5%8F%8A%E8%91%A3%E4%BA%8B%E6%9C%83) The company is committed to high corporate governance standards, complying with Listing Rules' Corporate Governance Code with one deviation regarding directors' insurance, which was resolved in June 2025, and maintains a diverse eight-member Board with separate Chairman and CEO roles - During the reporting period, the company complied with most provisions of the Corporate Governance Code but deviated from paragraph C.1.8 regarding arranging appropriate insurance for directors; the company explained it could not find an insurer but rectified the deviation by purchasing Directors' and Officers' Liability Insurance in June 2025[124](index=124&type=chunk) - The Board currently has eight members, four of whom are independent non-executive directors, exceeding the one-third requirement of the Listing Rules, ensuring independent decision-making[128](index=128&type=chunk)[135](index=135&type=chunk) - Mr. Zhang Fan serves as the company's Chairman, and Mr. Zhong Hao as the Chief Executive Officer, with their roles separated in compliance with Code Provision C2.1[133](index=133&type=chunk)[134](index=134&type=chunk) [Board Committees](index=41&type=section&id=%E8%91%A3%E4%BA%8B%E5%A7%94%E5%93%A1%E6%9C%83) The company has established Remuneration, Nomination, and Audit Committees to assist the Board, all composed primarily of independent non-executive directors with clear terms of reference, ensuring independence and fulfilling duties such as reviewing remuneration, board structure, financial reporting, and internal controls - The Remuneration Committee, composed of four independent non-executive directors, is responsible for advising the Board on remuneration policies for directors and senior management[144](index=144&type=chunk)[146](index=146&type=chunk) - The Nomination Committee, comprising one executive director (Chairman) and four independent non-executive directors, is responsible for reviewing the Board's structure, identifying and nominating director candidates, and assessing the independence of independent non-executive directors[147](index=147&type=chunk)[148](index=148&type=chunk) - The Audit Committee, consisting of four independent non-executive directors with Mr. Lai Liangquan as Chairman possessing relevant financial management expertise, reviews financial statements, oversees the audit process, and evaluates the effectiveness of risk management and internal control systems[152](index=152&type=chunk)[154](index=154&type=chunk) [Accountability and Audit](index=42&type=section&id=%E5%95%8F%E8%B2%AC%E6%80%A7%E8%88%87%E5%AF%A9%E8%A8%88) This year, external auditor Beijing Xinghua Dingfeng Certified Public Accountants Co., Ltd. issued a "disclaimer of opinion" on the consolidated financial statements due to significant uncertainties regarding the Group's going concern ability, despite the Board's active implementation of equity financing and debt restructuring measures - The auditor issued a "Disclaimer of Opinion" on the consolidated financial statements for the year ended March 31, 2025, due to multiple material uncertainties that could cast significant doubt on the Group's ability to continue as a going concern[157](index=157&type=chunk) - To address liquidity pressures and auditor concerns, the Board is actively implementing several measures, including: (i) a share subscription of approximately HKD 70 million; (ii) a rights issue of approximately HKD 15 million; (iii) negotiating with lenders for bank loan renewals; and (iv) seeking new funding sources[157](index=157&type=chunk) - The Board believes that, considering the aforementioned plans and measures, the Group will have sufficient working capital to meet its financial obligations for the next twelve months, thus deeming the preparation of financial statements on a going concern basis appropriate[158](index=158&type=chunk) [Risk Management and Internal Control](index=44&type=section&id=%E9%A2%A8%E9%9A%AA%E7%AE%A1%E7%90%86%E5%8F%8A%E5%85%A7%E9%83%A8%E7%9B%A3%E6%8E%A7) The Board is responsible for maintaining effective risk management and internal control systems; following a past compliance issue with the Golden Alliance acquisition, an external review identified seven key issues, including the need to strengthen compliance manuals and improve record-keeping, for which the company has accepted all recommendations and developed a detailed remediation plan - Due to the past misclassification of the Golden Alliance acquisition, the company engaged an external consultant to conduct an internal control review to prevent similar incidents from recurring[162](index=162&type=chunk) Internal Control Review Key Findings and Remedial Actions | Key Findings | Recommended Actions | Company Response and Remedial Status | | :--- | :--- | :--- | | 1. Listing Rules compliance manual needs strengthening | Supplement written procedures, integrate policies, update corporate governance policy, provide Chinese translation, and require signed confirmation | Accepted recommendations, will complete policy supplementation, updates, and translation within 6 weeks | | 2. No policy for directors' responses to board meeting minutes | Develop a policy to record directors' responses to meeting minutes | Accepted recommendations, rectification completed | | 3. Incomplete confirmation of connected persons list | Require directors to sign confirmation letters and regularly distribute updated lists to subsidiaries | Accepted recommendations, will complete confirmation letter signing and establish regular update policy within 4-6 weeks | | 4. No financial report preparation timetable | Develop and distribute timetables for annual and interim report preparation | Accepted recommendations, will adopt relevant policies within 6 weeks | | 5. No insurance coverage for directors | Resolve litigation disputes as soon as possible and arrange insurance for directors | Noted recommendations, will contact more insurance companies, expected to complete within 6 weeks | | 6. Company seals kept by a single person | Allocate different seals to different departments or personnel for safekeeping | Accepted recommendations, rectification completed | | 7. No approval records for contracts or seal usage | Develop an "Approval Form" to record approval procedures | Accepted recommendations, will implement relevant policies and forms within 4 weeks | [Shareholders' Rights and Communication](index=54&type=section&id=%E8%82%A1%E6%9D%B1%E6%AC%8A%E5%88%A9%E5%8F%8A%E6%BA%9D%E9%80%9A) The company values shareholder communication, outlining procedures for shareholders to convene extraordinary general meetings and propose resolutions, and maintains communication through various channels including general meetings, its website, financial reports, and announcements, with a dividend policy that allows discretionary dividend declarations based on financial health and business needs - Shareholders holding not less than one-tenth of the company's paid-up capital have the right to request the Board to convene an extraordinary general meeting[205](index=205&type=chunk) - The company has established a dividend policy but has no predetermined dividend payout ratio; the declaration of dividends is at the sole discretion of the Board, considering factors such as the Group's financial position, capital levels, and future cash requirements[209](index=209&type=chunk) [Environmental, Social and Governance Report](index=57&type=section&id=%E7%92%B0%E5%A2%83%E3%80%81%E7%A4%BE%E6%9C%83%E5%8F%8A%E7%AE%A1%E6%B2%BB%E5%A0%B1%E5%91%8A) [Environmental Protection](index=61&type=section&id=%E7%92%B0%E5%A2%83%E4%BF%9D%E8%AD%B7) The Group is committed to sustainable development, integrating ESG principles into its operations, and while resource consumption decreased, energy and greenhouse gas emission densities increased, prompting strategic adjustments to address climate change risks like stricter regulations and supply chain impacts Energy and Water Consumption | Resource Consumption | Unit | 2025 Fiscal Year | 2024 Fiscal Year | | :--- | :--- | :--- | :--- | | Electricity | kWh | 403,902 | 647,148 | | Fuel | kWh | 120,569 | 187,027 | | Energy Consumption Intensity | kWh per HKD million revenue | 13,977 | 12,131 | | Water | tonnes | 4,785 | 19,298 | | Water Consumption Intensity | tonnes per HKD million revenue | 128 | 281 | Greenhouse Gas Emissions | Category | Unit | 2025 Fiscal Year | 2024 Fiscal Year | | :--- | :--- | :--- | :--- | | Scope 1 (Direct Emissions) | tonnes | 8 | 39 | | Scope 2 (Indirect Emissions) | tonnes | 338 | 369 | | Total Greenhouse Gas Emissions | tonnes | 346 | 408 | | Greenhouse Gas Emission Intensity | tonnes per HKD million revenue | 9.2 | 5.9 | - The Group identified climate change risks, including stricter environmental regulations, impacts on the pharmaceutical supply chain, increased market demand for eco-friendly products, and threats from extreme weather events, and is adjusting its business strategy to respond[260](index=260&type=chunk)[267](index=267&type=chunk) [Employee Care](index=69&type=section&id=%E5%93%A1%E5%B7%A5%E9%97%9C%E6%84%9B) The Group upholds fair and open recruitment, fostering a non-discriminatory work environment, with 148 full-time employees in China as of March 31, 2025, a high proportion of whom are female, and prioritizes employee development through customized training while maintaining zero tolerance for child or forced labor and ensuring occupational health and safety Employee Composition (as at March 31, 2025) | Category | Number | Percentage | | :--- | :--- | :--- | | **By Gender** | | | | Male | 53 | 35.8% | | Female | 95 | 64.2% | | **By Level** | | | | Senior Management | 17 | 11.5% | | Managers and Supervisors | 8 | 5.4% | | General Staff | 123 | 83.1% | | **Total** | **148** | **100%** | - The Group provides customized training programs for employees, with male employees' training participation rate at 47.17% and female employees' at 71.58% this year, both averaging 96 hours of training[272](index=272&type=chunk) - The Group strictly prohibits child or forced labor, with no violations of relevant laws and regulations found during the reporting period, and no work-related injuries or fatalities resulting in lost workdays in the past three years[274](index=274&type=chunk)[278](index=278&type=chunk) [Operational Management](index=73&type=section&id=%E7%87%9F%E9%81%8B%E7%AE%A1%E7%90%86) In operational management, the Group rigorously manages its supply chain, ensuring product quality and compliance, and has established patient complaint mechanisms, product recall procedures, intellectual property protection, and anti-corruption measures, with no significant complaints, recalls, or violations reported this period - The Group rigorously screens and regularly evaluates suppliers to ensure the quality and compliance of pharmaceuticals, medical consumables, and devices; in 2025, the Group had 127 main suppliers, all located in mainland China[279](index=279&type=chunk)[280](index=280&type=chunk) - The Group has implemented comprehensive measures to ensure product quality and customer satisfaction, including suggestion boxes and medical record management departments; no significant medical disputes or product quality complaints were received during the reporting period[282](index=282&type=chunk)[283](index=283&type=chunk)[287](index=287&type=chunk) - The Group upholds high standards of business integrity, establishing comprehensive anti-corruption policies and whistleblowing mechanisms with a zero-tolerance approach to unethical behavior; as of the reporting period, the Group was not involved in any legal proceedings arising from bribery, extortion, fraud, or money laundering[291](index=291&type=chunk)[294](index=294&type=chunk) [Independent Auditor's Report](index=81&type=section&id=%E7%8D%A8%E7%AB%8B%E6%A0%B8%E6%95%B8%E5%B8%AB%E5%A0%B1%E5%91%8A) [Independent Auditor's Report](index=81&type=section&id=%E7%8D%A8%E7%AB%8B%E6%A0%B8%E6%95%B8%E5%B8%AB%E5%A0%B1%E5%91%8A) Independent auditor Beijing Xinghua Dingfeng Certified Public Accountants Co., Ltd. issued a "disclaimer of opinion" on the Group's consolidated financial statements for the year ended March 31, 2025, primarily due to multiple material uncertainties related to its going concern ability, as the Group's continued operation depends on the successful completion of several unfinalized measures - The auditor issued a "Disclaimer of Opinion" on the consolidated financial statements for the current year[302](index=302&type=chunk) - The basis for the disclaimer of opinion is the existence of multiple material uncertainties related to going concern; as of March 31, 2025, the Group recorded a loss of approximately HKD 67.8 million and net current liabilities of approximately HKD 17.3 million, with cash and cash equivalents of only approximately HKD 1 million, indicating significant uncertainty[303](index=303&type=chunk) - The Group's ability to continue as a going concern depends on the success of several measures, including (i) completing the subscription transaction, (ii) completing the rights issue, (iii) successfully negotiating debt extensions with lenders, and (iv) successfully obtaining new funding; as these plans are in preliminary stages with uncertain outcomes, the auditor could not assess the appropriateness of the directors' use of the going concern basis of accounting[304](index=304&type=chunk) [Consolidated Financial Statements](index=84&type=section&id=%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E5%A0%B1%E8%A1%A8) [Consolidated Statement of Profit or Loss](index=84&type=section&id=%E7%B6%9C%E5%90%88%E6%90%8D%E7%9B%8A%E8%A1%A8) For the year ended March 31, 2025, the Group's revenue decreased to HKD 38.943 million from HKD 59.930 million last year, with gross profit at HKD 9.235 million, and operating loss expanding to HKD 67.126 million due to increased administrative expenses and impairment losses on financial assets, resulting in a total loss for the year of HKD 67.821 million Consolidated Statement of Profit or Loss Summary (Unit: HKD thousand) | Item | 2025 Fiscal Year | 2024 Fiscal Year | | :--- | :--- | :--- | | Revenue | 38,943 | 59,930 | | Gross Profit | 9,235 | 13,638 | | Operating Loss | (67,126) | (41,967) | | Loss Before Tax | (67,378) | (42,294) | | Loss for the Year | (67,821) | (42,497) | | Loss Attributable to Owners of the Company | (67,790) | (40,187) | [Consolidated Statement of Financial Position](index=86&type=section&id=%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E7%8B%80%E6%B3%81%E8%A1%A8) As of March 31, 2025, the Group's total assets decreased to HKD 147 million from HKD 192 million last year, with total liabilities increasing to HKD 147 million, shifting from net current assets to net current liabilities of HKD 17.345 million, and net assets significantly shrinking to HKD 0.095 million due to the annual loss and reduced reserves Consolidated Statement of Financial Position Summary (Unit: HKD thousand) | Item | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Non-current Assets | 32,728 | 63,333 | | Current Assets | 114,620 | 128,983 | | **Total Assets** | **147,348** | **192,316** | | Current Liabilities | 131,965 | 112,107 | | Non-current Liabilities | 15,288 | 20,456 | | **Total Liabilities** | **147,253** | **132,563** | | **Net Assets** | **95** | **59,753** | | Equity Attributable to Owners of the Company | (7,663) | 52,037 | [Consolidated Statement of Cash Flows](index=90&type=section&id=%E7%B6%9C%E5%90%88%E7%8F%BE%E9%87%91%E6%B5%81%E9%87%8F%E8%A1%A8) For the year ended March 31, 2025, the Group's net cash used in operating activities was HKD 6.763 million, net cash used in investing activities was HKD 1.58 million, and net cash from financing activities was HKD 8.795 million, primarily from share issuance, resulting in a net increase in cash and cash equivalents of HKD 0.452 million, but ending cash and cash equivalents decreased to HKD 1.048 million due to negative exchange rate effects Consolidated Statement of Cash Flows Summary (Unit: HKD thousand) | Item | 2025 Fiscal Year | 2024 Fiscal Year | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | (6,763) | (6,403) | | Net Cash Used in Investing Activities | (1,580) | (301) | | Net Cash From / (Used in) Financing Activities | 8,795 | (1,239) | | Net Increase / (Decrease) in Cash and Cash Equivalents | 452 | (7,943) | | Cash and Cash Equivalents at Beginning of Year | 4,013 | 11,480 | | **Cash and Cash Equivalents at End of Year** | **1,048** | **4,013** | [Notes to the Consolidated Financial Statements](index=92&type=section&id=%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E5%A0%B1%E8%A1%A8%E9%99%84%E8%A8%BB) [Note 2: Going Concern Basis](index=92&type=section&id=2.%20%E6%8C%81%E7%BA%8C%E7%B6%93%E7%87%9F%E5%9F%BA%E6%BA%96) This note highlights significant uncertainties regarding the Group's going concern ability, stemming from its annual loss of HKD 67.821 million, net current liabilities of HKD 17.345 million, and low cash levels, despite the Board's active pursuit of measures like new share issuance and debt restructuring - The note explicitly states that the Group's losses, net current liabilities, and substantial amount of debts falling due collectively constitute material uncertainties that may cast significant doubt on its ability to continue as a going concern[330](index=330&type=chunk) - Key measures taken by management to address liquidity pressures include: (i) raising approximately HKD 70 million from share subscriptions; (ii) raising approximately HKD 15 million from a rights issue; (iii) negotiating debt extensions with lenders; and (iv) seeking potential new funding sources[331](index=331&type=chunk) [Note 6: Operating Segment Information](index=105&type=section&id=6.%20%E7%87%9F%E9%81%8B%E5%88%86%E9%83%A8%E8%B3%87%E6%96%99) The Group operates four reportable segments: medical device and consumables distribution, hospital operation and management, commercial services, and functional food R&D and sales; this year, medical device distribution was the primary revenue source but saw a decline, with only the functional food segment recording a profit 2025 Fiscal Year Segment Results (Unit: HKD thousand) | Segment | External Revenue | Segment Result (Loss/Profit) | | :--- | :--- | :--- | | Medical Device and Consumables Distribution and Services | 27,711 | (421) | | Hospital Operation and Management Services | 11,232 | (14,222) | | Commercial Services | – | (14,675) | | Research and Development and Sales of Functional Foods | – | 1,017 | | **Total** | **38,943** | **(28,301)** | [Note 17: Goodwill](index=122&type=section&id=17.%20%E5%95%86%E8%AD%BD) As of March 31, 2025, the carrying amount of the Group's goodwill significantly decreased to HKD 13.561 million from HKD 25.633 million last year, with total impairment losses of HKD 11.746 million recognized this year, primarily from the hospital operation and management services and functional food R&D and sales segments Goodwill Impairment Details (Unit: HKD thousand) | Segment | 2025 Fiscal Year Impairment Loss | | :--- | :--- | | Hospital Operation and Management Services | 8,815 | | Research and Development and Sales of Functional Foods | 2,931 | | **Total** | **11,746** | [Note 26: Other Payables and Accrued Expenses](index=130&type=section&id=26.%20%E5%85%B6%E4%BB%96%E6%87%89%E4%BB%98%E6%AC%BE%E9%A0%85%E5%8F%8A%E6%87%89%E8%A8%88%E9%96%8B%E6%94%AF) Total other payables and accrued expenses amounted to HKD 88.471 million, with a significant provision of USD 4 million (approximately HKD 31.2 million) due to an adverse appeal judgment concerning redeemable convertible cumulative preference shares, while approximately HKD 16.306 million in other payables were reversed this year due to claims expiring or being waived - Due to an adverse judgment by the Court of Appeal on October 18, 2024, the company was ordered to pay USD 4 million; consequently, a provision of USD 4 million (approximately HKD 31.2 million) for other payables was recognized in profit or loss for the year ended March 31, 2025[435](index=435&type=chunk) [Note 38: Events After the Reporting Period](index=156&type=section&id=38.%20%E5%A0%B1%E5%91%8A%E6%9C%9F%E6%9C%AB%E5%BE%8C%E4%BA%8B%E9%A0%85) A significant event occurred after the reporting period: on July 3, 2025, the company reached a settlement with the vendor regarding the consideration and cross-default dispute arising from the acquisition of Jinmei Group, agreeing to transfer all equity in Jinmei back to the vendor for a nominal HKD 1 and issue an interest-free settlement note of HKD 12 million due June 30, 2026 - On July 3, 2025, the company reached a settlement regarding the Jinmei acquisition dispute, agreeing to transfer Jinmei's equity back to the vendor for HKD 1 and issue a HKD 12 million settlement note as a final resolution[485](index=485&type=chunk) [Financial Summary](index=179&type=section&id=%E8%B2%A1%E5%8B%99%E6%91%98%E8%A6%81) [Five-Year Financial Summary](index=179&type=section&id=%E8%B2%A1%E5%8B%99%E6%91%98%E8%A6%81) This section provides key performance and financial position data for the Group's past five fiscal years, showing a continuous decline in revenue since FY2022, five consecutive years of losses with FY2025 being the highest, and a significant reduction in total assets and net assets, reflecting severe operational and financial challenges Five-Year Financial Summary (Unit: HKD thousand) | For the Year Ended March 31 | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Results** | | | | | | | Revenue | 38,943 | 59,930 | 76,414 | 107,025 | 87,889 | | Loss for the Year | (67,821) | (42,497) | (39,560) | (9,114) | (6,559) | | - Attributable to Owners of the Company | (67,790) | (40,187) | (42,046) | (12,205) | (7,744) | | **Assets and Liabilities** | | | | | | | Total Assets | 147,348 | 192,316 | 221,185 | 225,957 | 217,818 | | Total Liabilities | (147,253) | (132,563) | (127,235) | (140,825) | (117,832) | | Net Assets | 95 | 59,753 | 93,950 | 85,132 | 99,986 |