Financial Performance - Revenue for the six months ended September 30, 2024, was HKD 18,680,000, compared to HKD 28,268,000 for the same period in 2023, representing a decrease of 33.3%[3] - Gross profit for the period was HKD 1,993,000, down from HKD 5,035,000 in 2023, indicating a decline of 60.5%[3] - The net loss for the period was HKD 17,624,000, compared to a net loss of HKD 16,541,000 in the previous year, reflecting an increase in loss of 6.5%[5] - Total comprehensive loss for the period was HKD 18,130,000, compared to HKD 22,076,000 in 2023, showing a decrease of 17.5%[5] - The company reported a basic and diluted loss per share of HKD 3.54 for the period, compared to HKD 3.19 in the previous year, representing an increase in loss per share of 10.9%[5] - For the six months ended September 30, 2024, the total loss attributable to the company was HKD 63,152,000, compared to a loss of HKD 45,765,000 for the same period in 2023, representing an increase in loss of approximately 38%[14] Revenue Breakdown - Revenue from the medical device and consumables distribution and services segment was HKD 13,209,000, down 39% from HKD 21,808,000 in the previous year[22] - The hospital management services segment generated revenue of HKD 5,471,000, a decrease of 15% from HKD 6,460,000 in the same period last year[22] - The total revenue for the group for the six months ended September 30, 2024, was HKD 18,680,000, down from HKD 28,268,000 in the previous year, indicating a decline of approximately 34%[22] Cash Flow and Liquidity - Cash flow from operating activities for the six months was a net outflow of HKD 11,538,000, compared to an outflow of HKD 14,890,000 in 2023, indicating an improvement of 22.5%[11] - Cash and cash equivalents decreased to HKD 2,409,000 as of September 30, 2024, down from HKD 4,013,000 at the beginning of the period[11] - The company’s total equity as of September 30, 2024, was HKD 51,419,000, compared to HKD 59,753,000 as of the same date in 2023, indicating a decrease of approximately 14%[14] - The current ratio as of September 30, 2024, was 1.08, compared to 1.15 as of March 31, 2024[96] Assets and Liabilities - Non-current assets totaled HKD 62,276,000 as of September 30, 2024, compared to HKD 63,333,000 as of March 31, 2024[7] - Current liabilities increased to HKD 115,282,000 from HKD 112,107,000, reflecting a rise of 2.0%[9] - Total liabilities as of September 30, 2024, were HKD 135,738 thousand, an increase from HKD 132,563 thousand as of March 31, 2024[24] - The asset-liability ratio increased to 0.83 as of September 30, 2024, from 0.11 as of March 31, 2024, due to the inclusion of other payables of approximately HKD 31,100,000[99] Employee and Operational Metrics - As of September 30, 2024, the group employed 118 employees, down from 127 employees as of March 31, 2024[103] - Total employee costs, including director remuneration, were approximately HKD 6,800,000, compared to HKD 5,600,000 in the previous period, reflecting an increase of about 21.4%[103] Legal and Compliance Matters - The company has a contingent liability of USD 4,000,000 (approximately HKD 31,200,000) related to disputed dividends on redeemable convertible cumulative preference shares[49] - The company has ongoing litigation regarding the disputed amount, with a court ruling expected by December 27, 2023[54] - The company has maintained compliance with loan covenants, with no breaches reported as of the latest financial period[44] Strategic Initiatives - The company is enhancing its existing business operations, optimizing its product mix, and seeking new growth points, particularly in the pet vaccine market[67] - The group aims to build a nationwide healthcare distribution platform, leveraging recent government stimulus policies to enhance business opportunities[78] - The board is actively seeking new investors to raise funds and improve cash flow in the second half of the year[77]

Financial Performance - The group reported a significant increase in revenue for the fiscal year ending March 31, 2024, with total revenue reaching HKD 1.2 billion, representing a 15% year-over-year growth[6]. - Revenue for the year ended March 31, 2024, was HKD 59,930,000, a decrease of 21.5% from HKD 76,414,000 in the previous year[57]. - Gross profit for the same period was HKD 13,638,000, down 49.8% from HKD 27,192,000 year-on-year[57]. - The company reported a net loss of HKD 42,497,000 for the year, compared to a net loss of HKD 39,560,000 in the previous year, representing a 4.9% increase in losses[60]. - The total comprehensive loss for the year was HKD 45,951,000, compared to HKD 51,387,000 in the previous year, showing a decrease of 10.6%[60]. - The company's cash and cash equivalents as of March 31, 2024, were approximately HKD 4,000,000, down from HKD 11,500,000 in the previous year[65]. - Current assets were approximately HKD 129,000,000, a decrease from HKD 142,100,000 year-on-year, while current liabilities were approximately HKD 16,900,000, up from HKD 14,900,000[65]. - The debt-to-equity ratio improved to 0.11 from 0.43 in the previous year, indicating a reduction in leverage[69]. - The company incurred a loss attributable to shareholders of approximately HKD 40.2 million, compared to a loss of HKD 42 million in the previous year, with a basic loss per share of HKD 0.0845[120]. - The company recorded revenue of approximately HKD 59.9 million for the fiscal year ending March 31, 2024, a decrease of 21.6% from HKD 76.4 million in the previous fiscal year[119]. User Growth and Market Expansion - User data showed an increase in active users by 20%, reaching 5 million users by the end of the reporting period[6]. - Market expansion plans include entering two new regions, which are projected to increase market share by 5% over the next year[6]. - The company provided a positive outlook for the next fiscal year, projecting a revenue growth of 10% to 12% based on current market trends and user acquisition strategies[6]. Product Development and Innovation - New product launches are expected to contribute an additional HKD 200 million in revenue, with a focus on innovative healthcare solutions[6]. - The company is investing HKD 50 million in research and development for new technologies aimed at enhancing service delivery and operational efficiency[6]. - The company is focusing on optimizing its product mix and developing new customers and products to seek new business growth points[125]. - The company aims to leverage advancements in biotechnology and AI technology to enhance its business performance and achieve qualitative leaps in results[115]. Environmental Impact and Sustainability - The group has not used any packaging materials during the reporting period, emphasizing its commitment to environmental protection[30]. - The hospital's waste management showed no harmful waste consumption in 2024, maintaining a focus on sustainability[41]. - The total greenhouse gas emissions increased to 408 tons in 2024 from 294 tons in 2023, reflecting a 38.8% rise in emissions density per million revenue[49]. - The group has implemented energy management measures, including automatic lighting control systems, to reduce unnecessary energy consumption[34]. - The group emphasizes the use of environmentally friendly materials in daily operations to reduce environmental impact[139]. - The company is continuously monitoring waste management processes to ensure compliance with environmental regulations[194]. Operational Efficiency - The group has implemented new strategies to improve operational efficiency, aiming for a 10% reduction in operational costs by the end of the next fiscal year[6]. - The company reported a net profit margin of 12%, reflecting improved cost management and operational efficiencies[6]. - The group achieved a 50% business growth within six months by restructuring the hospital organization and optimizing business processes[27]. Acquisitions and Strategic Partnerships - The company completed the acquisition of 51% of Golden Alliance Limited, which engages in pharmaceutical product distribution and marketing, but did not record any revenue from this acquisition during the year[133]. - The company entered into an agreement to acquire 100% of Jinmei Development Limited for HKD 146 million, to be paid via promissory notes[185]. - The company acquired 51% of Golden Alliance Limited for HKD 153 million, with payment structured through HKD 47.125 million in promissory notes and up to 87.5 million shares at HKD 1.21 each[181]. Employee Management and Training - The company employed 127 staff members, down from 137 in the previous year, with total employee costs increasing to HKD 15,700,000 from HKD 10,200,000[72]. - The training participation rate for male employees is 17.78%, while for female employees it is 2.44%, indicating a significant gender disparity in training engagement[96]. - The group has established a comprehensive training system, ensuring that every employee has opportunities for personal and professional growth[92]. - The group has a policy requiring all employees, including management, to participate in training annually to maintain and enhance their professional skills[96]. Corporate Governance and Compliance - The group has not reported any incidents of forced labor or child labor during the reporting period, demonstrating a commitment to corporate social responsibility[100]. - The group adheres to health and safety regulations, ensuring a safe working environment and providing necessary protective measures to employees[101]. - The group has established a dedicated medical record management department to ensure compliance with privacy protection laws[149]. - No incidents of data privacy violations or significant security events were recorded during the reporting period, reflecting the group's commitment to data protection[154]. Future Outlook and Challenges - The group anticipates recovery and growth in business due to new government incentives and improved business environment, despite facing unprecedented challenges in the past year[173]. - Various risks, including operational and financial risks, may impact the company's financial performance and future outlook[196]. - The management discussion and analysis section provides detailed insights into the company's financial performance and future development plans[200].

[Financial Performance](index=1&type=section&id=Financial%20Performance) This section presents the Group's financial performance, including consolidated statements, detailed notes, segment results, significant litigation, and share capital changes [Consolidated Statement of Profit or Loss](index=1&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss) The Group's revenue decreased by 21.6% to HK$59,930 thousands, with net loss widening to HK$42,500 thousands for the year ended March 31, 2024 Consolidated Statement of Profit or Loss Summary | Metric | For the Year Ended March 31, 2024 (HK$ thousands) | For the Year Ended March 31, 2023 (HK$ thousands) | | :--- | :--- | :--- | | **Revenue** | 59,930 | 76,414 | | **Gross Profit** | 13,638 | 27,192 | | **Loss Before Tax** | (42,294) | (39,383) | | **Loss for the Year** | (42,497) | (39,560) | | **Loss Attributable to Owners of the Company** | (40,187) | (42,046) | | **Basic and Diluted Loss Per Share (HK cents)** | (8.45) | (9.86) | [Consolidated Statement of Financial Position](index=4&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2024, total assets were HK$192,316 thousands, total liabilities HK$132,563 thousands, and net assets HK$59,753 thousands, a 36.4% decrease Consolidated Statement of Financial Position Summary | Metric | As of March 31, 2024 (HK$ thousands) | As of March 31, 2023 (HK$ thousands) | | :--- | :--- | :--- | | **Non-current Assets** | 63,333 | 79,050 | | **Current Assets** | 128,983 | 142,135 | | **Total Assets** | 192,316 | 221,185 | | **Current Liabilities** | 112,107 | 127,235 | | **Non-current Liabilities** | 20,456 | - | | **Total Liabilities** | 132,563 | 127,235 | | **Net Assets** | 59,753 | 93,950 | | **Equity Attributable to Owners of the Company** | 52,037 | 86,332 | [Notes to the Financial Statements](index=6&type=section&id=Notes%20to%20the%20Financial%20Statements) This section provides detailed notes to the financial statements, covering accounting policies, segment information, revenue and expense details, significant litigation, and share capital changes [Operating Segment Information](index=9&type=section&id=4.%20Operating%20Segment%20Information) The Group operates four segments, with medical device distribution as the main revenue source, while hospital operations, commercial services, and functional food segments incurred operating losses FY2024 Segment Performance (HK$ thousands) | Operating Segment | Revenue (HK$ thousands) | Segment Results (HK$ thousands) | | :--- | :--- | :--- | | Medical Device and Consumables Distribution and Services | 45,849 | 382 | | Hospital Operation and Management Services | 14,081 | (20,167) | | Commercial Services | – | (10,571) | | Functional Food R&D and Sales | – | (13,108) | - The Group's business units are categorized into four reportable operating segments based on products and services: medical device and consumables distribution and services, hospital operation and management services, commercial services, and functional food R&D and sales[190](index=190&type=chunk) [Significant Litigation](index=16&type=section&id=13.%20Other%20Payables%20and%20Accrued%20Expenses) The Group is involved in a lawsuit with Capital Foresight Limited regarding a US$4 million loan note, with the court dismissing the claim, but an appeal is scheduled for August 2024 - The court dismissed Capital Foresight's claim against the Company regarding the **US$4 million** loan note on December 20, 2023[210](index=210&type=chunk) - Capital Foresight has appealed the judgment to the Court of Appeal, with the hearing scheduled for **August 27, 2024**[59](index=59&type=chunk) - Based on the court's judgment and legal advice, the Company believes it has no obligation to repay the **US$4 million** loan note, which has been recognized in profit or loss[88](index=88&type=chunk) [Changes in Share Capital](index=19&type=section&id=14.%20Share%20Capital) During the year, the Group underwent a share capital reorganization, reducing the par value of issued shares from HK$1.00 to HK$0.10 to offset accumulated losses - The Company completed a share capital reorganization on **September 20, 2023**, including capital reduction, share split, and share premium reduction, to offset accumulated losses[92](index=92&type=chunk)[121](index=121&type=chunk) [Management Discussion and Analysis](index=21&type=section&id=Management%20Discussion%20and%20Analysis) This section provides a comprehensive review of the Group's financial performance, business operations, significant transactions, liquidity, and future strategic outlook [Performance Review](index=21&type=section&id=Performance%20Review) This fiscal year, the Group's total revenue decreased by 21.6% to HK$59,900 thousands, gross profit fell by 50%, while loss attributable to shareholders narrowed to HK$40,200 thousands Performance Summary | Metric | For the Year Ended March 31, 2024 (HK$ thousands) | For the Year Ended March 31, 2023 (HK$ thousands) | Change | | :--- | :--- | :--- | :--- | | **Revenue** | 59,900 | 76,400 | -21.6% | | **Gross Profit** | 13,600 | 27,200 | -50.0% | | **Loss Attributable to Shareholders** | (40,200) | (42,000) | -4.3% | - The Directors do not recommend the payment of any final dividend to shareholders[116](index=116&type=chunk) [Review of Business Operations](index=21&type=section&id=Review%20of%20Business%20Operations) All Group businesses faced challenges this year, with medical device distribution revenue down 15.5%, hospital operations incurring losses, and new acquisitions failing to generate revenue - Revenue from medical device and consumables distribution and services was approximately **HK$45,800 thousands**, a **15.5% year-on-year decrease**, with operating profit falling from HK$5,400 thousands to **HK$400 thousands**[68](index=68&type=chunk) - Revenue from hospital operation and management services was approximately **HK$14,100 thousands**, a **33.5% year-on-year decrease**, incurring an operating loss of approximately **HK$6,400 thousands**[96](index=96&type=chunk) - Commercial factoring business generated **no revenue** this year (HK$1,000 thousands last year), with operating loss widening to **HK$10,600 thousands**[72](index=72&type=chunk) - The pharmaceutical product distribution and marketing business (Golden Alliance) acquisition was terminated and disposed of after the fiscal year due to **failure to meet profit guarantee**[100](index=100&type=chunk) - The functional food R&D and sales business (Jinmei Development) acquisition was completed during the year but generated **no revenue** and incurred an operating loss of approximately **HK$13,100 thousands**[138](index=138&type=chunk) [Significant Acquisitions and Disposals](index=25&type=section&id=Significant%20Acquisitions%20and%20Disposals) The Group completed two significant transactions: acquiring 51% of Golden Alliance Limited, later terminated due to unmet profit guarantees, and 100% of Jinmei Development Limited - The Group completed the acquisition of **51%** equity in Golden Alliance Limited in **June 2023**, but terminated and disposed of it in **April 2024** due to failure to meet the **RMB12 million** profit guarantee[79](index=79&type=chunk)[80](index=80&type=chunk)[139](index=139&type=chunk) - The Group completed the acquisition of **100%** equity in Jinmei Development Limited in **November 2023** for **HK$146,000 thousands** paid by promissory notes, with profit guarantees for FY2024 and FY2025[81](index=81&type=chunk)[120](index=120&type=chunk) [Liquidity and Capital Resources](index=30&type=section&id=Liquidity%20and%20Capital%20Resources) The Group's liquidity tightened, with cash and cash equivalents significantly reduced to HK$4,000 thousands, while the gearing ratio decreased to 0.11 despite a slight improvement in the current ratio Liquidity Ratios | Metric | As of March 31, 2024 | As of March 31, 2023 | | :--- | :--- | :--- | | **Cash and Cash Equivalents** | Approx. HK$4,000 thousands | Approx. HK$11,500 thousands | | **Net Current Assets** | Approx. HK$16,900 thousands | Approx. HK$14,900 thousands | | **Current Ratio** | 1.15 | 1.12 | | **Gearing Ratio** | 0.11 | 0.43 | - There were **no fundraising activities** this year, and the net proceeds of approximately **HK$38,800 thousands** from previous convertible bond placements have been fully utilized as planned[40](index=40&type=chunk)[38](index=38&type=chunk)[39](index=39&type=chunk) [Future Outlook](index=24&type=section&id=Future%20Outlook) Despite macroeconomic challenges, management expects business recovery and growth, focusing on building a national healthcare distribution platform by integrating channels and diversifying product offerings - The strategic core is to build a **nationwide healthcare distribution platform**[76](index=76&type=chunk) - Strategies include expanding and integrating online and offline channel resources, and enriching product lines such as pharmaceuticals, health products, care products, and functional foods[76](index=76&type=chunk) - Management believes that despite China's economic recovery being below expectations, the healthcare industry holds **significant potential** for the Group's development[75](index=75&type=chunk) [Corporate Governance](index=32&type=section&id=Corporate%20Governance) This section details the Group's corporate governance practices, including compliance with the code and the Audit Committee's review of annual results [Corporate Governance Practices](index=32&type=section&id=Corporate%20Governance%20Code) The Group maintains high corporate governance standards, largely complying with the Listing Rules' Corporate Governance Code, with one deviation regarding directors' liability insurance - The Board believes the Company complied with applicable code provisions for the year ended March 31, 2024, with **one deviation**[22](index=22&type=chunk) - Per Code Provision C.1.8, the Company should arrange appropriate insurance for Directors, but it **could not find an insurer** to provide such coverage, constituting a deviation[22](index=22&type=chunk) [Review of Annual Results](index=32&type=section&id=Review%20of%20Annual%20Results) The Group's Audit Committee reviewed the audited annual results for the year ended March 31, 2024, discussing audit, internal controls, and financial reporting matters - The Audit Committee, comprising **three independent non-executive Directors**, has reviewed the audited annual results for the year[24](index=24&type=chunk) - The Company's independent auditor, Kaiyuan Xinde Certified Public Accountants Limited, confirmed that the figures in the results announcement align with the Group's consolidated financial statements[26](index=26&type=chunk)

Financial Performance - Revenue for the six months ended September 30, 2023, was HKD 30,344,000, a decrease of 6.1% compared to HKD 32,324,000 in the same period of 2022[4] - Gross profit for the same period was HKD 9,275,000, representing a gross margin of 30.6%, compared to HKD 7,111,000 in 2022[4] - The company reported a loss before tax of HKD 16,485,000, an improvement of 40% from a loss of HKD 27,497,000 in the previous year[4] - Total comprehensive loss for the period was HKD 22,076,000, down from HKD 43,490,000 in the same period last year, indicating a 49.3% reduction[7] - The loss attributable to the owners of the company was HKD 27,611,000, compared to HKD 16,541,000 in the previous year[4] - The company reported a basic and diluted loss per share of HKD 6.61, compared to HKD 3.19 in the same period last year[4] - The comprehensive loss for the period was HKD 19,965,000 in 2023, compared to HKD 42,986,000 in the previous period, indicating an improvement in overall financial performance[14] - The group reported a pre-tax loss of HKD 27,497,000 in 2023, compared to a loss of HKD 16,485,000 in 2022, reflecting a worsening of 66.5%[45] - The group reported a loss attributable to shareholders of approximately HKD 5,100,000, an improvement from a loss of HKD 27,600,000 in the previous fiscal period[83] Assets and Liabilities - Non-current assets as of September 30, 2023, totaled HKD 79,050,000, compared to HKD 230,684,000 as of March 31, 2023[10] - Current assets increased to HKD 142,135,000 from HKD 136,670,000, reflecting a growth of 4.3%[10] - Total assets as of September 30, 2023, amounted to HKD 367,354,000, an increase from HKD 221,185,000 as of March 31, 2023[32] - Total liabilities increased to HKD 286,854,000 as of September 30, 2023, compared to HKD 127,235,000 as of March 31, 2023[33] - The total equity as of September 30, 2023, was HKD 80,500,000, compared to HKD 62,524,000 as of September 30, 2022, showing an increase in total equity[14] - The accumulated losses as of September 30, 2023, were HKD (973,594,000), reflecting ongoing challenges in profitability[14] - The group’s total liabilities included HKD 220,795,000 in corporate and other unallocated liabilities as of September 30, 2023[32] Cash Flow - For the six months ended September 30, 2023, the net cash flow used in operating activities was HKD (14,890,000), compared to HKD (5,320,000) for the same period in 2022, indicating a decline in operational cash flow[16] - The net cash flow used in investing activities was HKD (4,726,000) in 2022, with no data provided for 2023[16] - The net cash flow from financing activities decreased to HKD (271,000) in 2023 from HKD 23,098,000 in 2022, reflecting a significant reduction in financing inflows[16] - The total cash and cash equivalents decreased by HKD 8,089,000 in 2023, compared to an increase of HKD 13,052,000 in 2022[16] - As of September 30, 2023, the cash and bank balances stood at HKD 22,746,000, a decrease from HKD 3,255,000 at the same time in 2022[16] - As of September 30, 2023, the group's cash and cash equivalents were approximately HKD 3,300,000, down from HKD 11,500,000 on March 31, 2023[115] Revenue Breakdown - Revenue from medical device and consumables distribution and services reached HKD 21,808,000 in 2023, a slight increase from HKD 21,683,000 in 2022[38] - Revenue from hospital management services was HKD 10,641,000 in 2023, compared to HKD 6,460,000 in 2022, indicating a growth of 65.5%[38] - Total revenue from pharmaceutical product distribution and marketing was HKD 2,076,000 in 2023, while there was no revenue reported in 2022[38] - The total revenue for the group was HKD 30,344,000 in 2023, down from HKD 32,324,000 in 2022, representing a decrease of 6.1%[35] - Revenue from the distribution of medical devices and consumables was approximately HKD 21,800,000, slightly up from HKD 21,700,000 in the previous year[85] - Revenue from hospital management services decreased to approximately HKD 6,500,000 from HKD 10,600,000 in the previous year, resulting in an operating loss of approximately HKD 3,100,000[88] - The group recorded revenue of approximately HKD 2,100,000 from pharmaceutical product distribution and marketing, with an equivalent operating loss[92] Share Capital and Equity - The company issued new shares amounting to HKD 8,925,000 during the period, contributing to the increase in equity[14] - As of September 30, 2023, the company has issued a total of 478,994,763 shares with a capital of 47,900 thousand HKD after a capital reduction[73] - The company completed the acquisition of 51% of Golden Alliance Limited for a total consideration of 153,000,000 HKD, which includes the issuance of shares and promissory notes[75] - The company has undergone a capital reduction, decreasing the par value of shares from 1.00 HKD to 0.10 HKD, effective September 20, 2023[73] - The company proposed a capital reduction by canceling paid-up capital of HKD 0.90 per share, reducing the par value of each issued share from HKD 1.00 to HKD 0.10[109] - After the capital reduction and share split, the authorized share capital will be HKD 10,000,000,000, divided into 100,000,000,000 new shares with a par value of HKD 0.10 each[110] Legal and Regulatory Matters - The company has indicated that the litigation announcement of $4,000,000 is attributed to it, based on the alleged breach of fiduciary duty by former director Li and unauthorized signing of the Capital Foresight agreement[69] - The court ruling regarding the litigation cases HCA2549/2017 and HCA2569/2017 is expected by December 27, 2023[70] - The company is involved in ongoing legal disputes concerning the validity of loan notes issued to Li Hong, which are under serious contention[69] - There were no significant contingent liabilities or major litigation as of September 30, 2023[119][118] Strategic Focus and Future Outlook - The company is focusing on expanding its market presence and enhancing its product offerings to drive future growth[5] - The group continues to operate its commercial factoring business, providing stable income and profits while improving service quality in hospitals[93] - The group has strengthened its existing business, optimized its product portfolio, and sought new growth points, particularly in the promotion of pet vaccines[87] - The healthcare industry in China is expected to continue its diversified growth due to urbanization and aging population, creating significant development potential for the group[95] - The group anticipates business recovery and growth in the second half of the year, supported by new government incentive policies aimed at improving the overall business environment[95] - The group plans to focus on building a nationwide healthcare distribution platform, integrating offline and online resources, and enhancing product offerings in pharmaceuticals, health products, and functional foods[96] Employee and Share Option Information - The total employee cost for the group was approximately HKD 5,600,000, compared to HKD 5,100,000 in the previous period, with 133 employees as of September 30, 2023[122] - The company has 19,050,000 unexercised share options as of September 30, 2023[122] - The 2023 Share Option Scheme allows for the issuance of up to 47,899,476 shares, which is 10% of the total issued shares as of September 30, 2023[134] - No share options were granted, exercised, cancelled, or lapsed under the 2023 Share Option Scheme between September 18, 2023, and September 30, 2023[136] - The 2012 Share Option Scheme remains unchanged during the reporting period[132] - The 2023 Share Option Scheme was approved by shareholders on September 18, 2023, and is effective for 10 years[133]

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。 China Health Group Limited 中國衛生集團有限公司 CHGHSLimited （以 名稱在香港經營業務） （於百慕達註冊成立之有限公司） 673 （股份代號： ） 截至二零二三年九月三十日止六個月之 中期業績 中國衛生集團有限公司（「本公司」）董事（「董事」）會（「董事會」）謹提呈本公司及其附屬 公司（「本集團」）截至二零二三年九月三十日止六個月（「本期間」）之未經審核簡明綜合中 期財務報表。此等未經審核簡明綜合中期財務報表已由本公司之審核委員會審閱。 ...

Financial Performance - For the fiscal year ending March 31, 2023, the company reported revenue of approximately HKD 54,200,000, a decrease of 39% compared to HKD 88,900,000 in the previous year[31]. - The operating profit for the same period was approximately HKD 5,400,000, down from HKD 8,500,000 in the previous year[31]. - The company experienced a significant decline in revenue from its medical device and consumables distribution business due to COVID-19 restrictions, leading to operational losses for its Wuhan subsidiary[33]. - The company reported a loan and interest impairment loss of approximately HKD 4,000,000, an increase from HKD 2,400,000 in the previous year, with a default probability of 20.1%[27]. - The hospital management services segment generated revenue of approximately HKD 21,200,000, an increase from HKD 18,000,000 in the previous year, with an operating loss of HKD 500,000[34]. - The company reported a loss attributable to shareholders of approximately HKD 42,000,000 for the year, compared to a loss of approximately HKD 12,200,000 in the previous year, indicating a significant increase in losses[43]. - The increase in net loss was primarily due to a fair value change loss of approximately HKD 17,700,000 related to the issuance of consideration shares for the acquisition of a subsidiary, compared to a gain of approximately HKD 4,800,000 in the previous year[43]. - The basic loss per share for the year was HKD 0.0986, compared to HKD 0.0296 in the previous year, reflecting a deterioration in financial performance[43]. - For the fiscal year ending March 31, 2023, the company recorded revenue of approximately HKD 76.4 million, a decrease of 29% from HKD 107 million in the previous fiscal year[67]. - Revenue from medical device and consumable distribution and services was approximately HKD 54.2 million, down from HKD 88.9 million in 2022, representing a decline of 39%[67]. - The company achieved a gross profit of approximately HKD 27.2 million, a decrease of 5% compared to HKD 28.7 million in the previous fiscal year[67]. - Hospital operation and management revenue increased to approximately HKD 21.2 million from HKD 18 million in 2022, reflecting a growth of 17.8%[67]. Assets and Liabilities - As of March 31, 2023, the group's cash and cash equivalents amounted to approximately HKD 11,500,000, an increase from HKD 8,500,000 in 2022[9]. - The group's current assets and net current assets were approximately HKD 142,100,000 and HKD 14,900,000, respectively, compared to HKD 137,700,000 and HKD 800,000 in 2022[9]. - The group's liquidity ratio improved to 1.12 as of March 31, 2023, up from 1.0 in 2022[9]. - The asset-to-liability ratio improved to 0.43 as of March 31, 2023, down from 0.61 in 2022[10]. - The group has a payable dividend amount of approximately USD 4,000,000 (around HKD 31,400,000) for redeemable convertible cumulative preferred shares as of March 31, 2023[9]. Acquisitions and Investments - The group successfully acquired Wuhan Mingcheng Wangda Pharmaceutical Co., Ltd. in June 2023, gaining exclusive distribution rights for an eye medication series in mainland China[13]. - The company acquired 51% stake in Wuhan Mingcheng Wangda Pharmaceutical Co., Ltd. for HKD 153,000,000, with payment structured through a combination of promissory notes and share issuance[21]. - The group invested RMB 30,000,000 in Beijing Qihui Zhiyuan Information Technology Partnership, acquiring a 16.6% partnership interest[17]. - The group holds a 20% stake in Trillion Silver Limited, which focuses on the research, development, and manufacturing of healthcare products, including monkeypox virus rapid test kits[20]. Employee and Governance - The total employee cost for the year was approximately HKD 10.2 million, down from HKD 11.2 million in the previous year, indicating a reduction of about 8.9%[82]. - As of March 31, 2023, the company employed 137 staff, an increase from 122 in the previous year, representing a growth of 12.3%[82]. - The board aims for 25% of its members to be female by the end of 2024, currently working towards gender diversity despite being single-gender at present[75]. - The company has established an employee stock option plan, with 19,050,000 options remaining unexercised as of March 31, 2023[82]. - The company’s board is committed to maintaining and establishing sound corporate governance practices to manage overall business risks effectively[182]. - The board held regular meetings throughout the year to formulate overall strategies and monitor business development and financial performance[198]. - The attendance record for board meetings shows that the executive directors attended all meetings, with a 100% attendance rate[199]. - The independent non-executive directors also demonstrated full attendance in their respective meetings, indicating strong governance practices[199]. Market and Future Outlook - The company plans to optimize its product mix and develop new customers and products to seek new growth points in the post-pandemic era[33]. - The company has identified significant growth potential in the healthcare industry due to urbanization and aging population trends in China[41]. - The company has not provided any future performance guidance or outlook in the current reporting period[150]. - The company has not reported any new product or technology developments in the current financial year[150]. - There are no significant acquisitions or market expansions reported in the current financial year[150]. Compliance and Risk Management - The company has complied with relevant laws and regulations significantly during the year, with no major violations reported[123]. - The company has engaged external consultants to review its risk management and internal control systems, with no significant deficiencies found[78]. - The company’s operations are significantly influenced by political, economic, and legal developments in China, which may pose risks to its business and financial performance[95]. - The company has experienced various risks, including operational and financial risks, which may impact its financial performance and future outlook[120]. - The company is committed to strict adherence to relevant laws and regulations in all its business dealings[198]. Shareholder Information - The total shareholding of Mr. Zhang Fan is 118,107,400 shares, representing 24.66% of the issued shares[134]. - Major shareholder Treasure Wagon Limited holds 116,000,000 shares, accounting for 24.22% of the total issued shares[140]. - The company completed a placement of convertible bonds totaling HKD 40,000,000, which can be converted into 40,000,000 shares at an adjusted conversion price of HKD 1.00 per share[144]. - The net proceeds from the placement amounted to approximately HKD 38,800,000, with HKD 13,800,000 allocated for general working capital and HKD 25,000,000 reserved for potential business development and investments[145]. - The company did not recommend any dividend distribution for the year ended March 31, 2023, consistent with the previous year[124]. - As of March 31, 2023, the company had no reserves available for distribution or physical distribution according to the Bermuda Companies Act 1981[127].

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。 China Health Group Limited 中國衛生集團有限公司 CHG HS Limited （以 名稱在香港經營業務） （於百慕達註冊成立之有限公司） 673 （股份代號： ） 截至二零二三年三月三十一日止年度之全年業績 中國衛生集團有限公司（「本公司」）之董事（「董事」）會（「董事會」）謹此公佈本公司及其附屬公司 （「本集團」）截至二零二三年三月三十一日止年度之綜合業績，連同截至二零二二年三月三十一日 止年度之比較數字如下： 綜合損益表 截至三月三十一日 止年度 二零二三年 二零二二年 附註 千港元 千港元 收入 5 76,414 107,025 銷售貨物╱提供服務之成本 (49,222) (78,336) ...

Financial Performance - The company recorded revenue of approximately HKD 107 million for the fiscal year ending March 31, 2022, representing a 22% increase from HKD 87.9 million in the previous fiscal year[11]. - Revenue from the medical device and consumables distribution and services amounted to approximately HKD 88.9 million, up 29% from HKD 68.8 million in the previous year[14]. - The company reported a gross profit of approximately HKD 28.7 million, an increase of 10% compared to HKD 26 million in the previous fiscal year[11]. - The company incurred a loss attributable to shareholders of approximately HKD 12.2 million, compared to a loss of HKD 7.7 million in the previous fiscal year[12]. - The group recorded revenue of approximately HKD 18,000,000 from the operation of Anping Kangrong Hospital, an increase from HKD 15,400,000 in the previous year[24]. - The group incurred an operating loss of approximately HKD 2,500,000 from Anping Kangrong Hospital, compared to HKD 2,300,000 in the previous year[24]. Investments and Acquisitions - The company increased its stake in Wuhan Magrez from 51% to 87.75% to strengthen its core competitiveness in the cardiovascular device distribution business[16]. - The acquisition of 60% of Beijing Youkang's equity was completed, focusing on the distribution of medical equipment in Beijing and surrounding areas, which are among the most promising regions in China[17]. - The group completed the acquisition of 75% equity in Longhuang Limited, which owns 49% of Wuhan Magrez, for a total consideration of HKD 14,600,000[32]. - The acquisition of Beijing Youkang involved an investment of RMB 1,800,000 (approximately HKD 2,160,000) by the company and its subsidiary, with existing owners investing RMB 1,200,000 (approximately HKD 1,440,000)[37]. Cash and Assets - As of March 31, 2022, the company's cash and cash equivalents amounted to approximately HKD 8,500,000, an increase from HKD 4,600,000 in the previous year[47]. - The company's current assets and net current assets were approximately HKD 137,700,000 and HKD 800,000, respectively, with a current ratio of 1.0, down from 1.4 in the previous year[47]. - The company has bank loans valued at RMB 6,500,000 (approximately HKD 8,100,000) as of March 31, 2022, compared to RMB 3,000,000 (approximately HKD 3,600,000) in the previous year[48]. - The company's debt-to-equity ratio was 0.61 as of March 31, 2022, compared to 0.33 in the previous year[48]. Employee and Compensation - As of March 31, 2022, the group employed 122 employees, an increase from 116 in the previous year[53]. - Total employee costs amounted to approximately HKD 12 million, down from HKD 18.4 million in the previous year, with director remuneration and share-based payment expenses around HKD 800,000[53]. - The group continues to review employee compensation packages based on market conditions and individual performance[53]. - No stock options were granted during the year, and 22,500,000 stock options expired, leaving 243,400,000 unexercised options as of March 31, 2022[53]. Corporate Governance - The board of directors confirmed compliance with the corporate governance code throughout the year, with some disclosed deviations[128]. - The group has appointed financial and legal advisors to ensure compliance with legal and regulatory requirements[135]. - The company has established a remuneration committee responsible for reviewing and approving the remuneration policies for all directors and senior management, with specific details disclosed in the financial statements[141]. - The audit committee has reviewed the financial statements for the year ending March 31, 2022, and discussed internal controls and financial reporting matters[152]. - The board has established a risk management and internal control system to protect shareholders' interests and the group's assets, with annual evaluations of its effectiveness[157]. Environmental, Social, and Governance (ESG) - The environmental, social, and governance (ESG) report aims to highlight the group's performance in these areas to assist stakeholders in understanding its sustainable development practices[173]. - The group has identified key ESG issues through stakeholder engagement and prioritization, focusing on high, medium, and low importance categories for strategic planning[189]. - The main source of greenhouse gas emissions for the group is electricity consumption from office equipment, with minimal direct emissions from operations[195]. - The group encourages employees to use public transport or carpooling to reduce air pollution emissions[194]. - In 2022, the total greenhouse gas emissions decreased to 284 tons from 421 tons in 2021, representing a reduction of approximately 32.5%[196]. Risks and Compliance - The company acknowledges various risks and uncertainties, including business, operational, and financial risks that may impact its financial performance and future prospects[74]. - The company has confirmed compliance with relevant laws and regulations in its operations in China and Hong Kong, with no major violations reported for the year[77]. - The group prioritizes compliance with applicable laws and regulations as a key concern for stakeholders, particularly government and regulatory bodies[187]. - The company has taken sufficient measures to ensure corporate governance standards meet or exceed regulatory requirements[140].

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 ) ( 於百慕遂註冊成立之有限公司 ) 香港爵合交易所上市(股份代號：673) 20 中 期 報 告 中國衛生集團有限公司 2021年中期報告 1 | --- | --- | |-----------------------------------------------|----------------------------------------------------------| | | | | 公司資料 | 主要往來銀行 | | 董事 | 東亞銀行有限公司 | | 執行董事 | 香港 | | 張凡先生 鍾浩先生 | 德輔道中 10 號 核數師 | | 非執行董事 | 開元信德會計師事務所有限公司 香港尖沙咀 | | 邢勇先生 黃連海先生 | 天文臺道 8 號 10 樓 | | 王景明先生 | 法律顧問 | | | | | 獨立非執行董事 | 眾達國際法律事務所 | | 蔣學俊先生 杜嚴華先生 | 香港 皇后大道中 15 號 | | 賴亮全先生 | 置地廣場 公爵大廈 ...

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） 香港聯合交易所上市(股份代號︰673) 年 報 2 021 中國衛生集團有限公司 2021年年報 目錄 | --- | |------------------------------| | | | 公司資料 | | 主席報告書 | | 管理層討論及分析 | | 董事及高層管理人員之履歷詳情 | | 董事會報告書 | | 企業管治報告 | | 環境、社會及管治報告 | | 獨立核數師報告 | | 綜合損益表 | | 綜合損益及其他全面收益表 | | 綜合財務狀況表 | | 綜合權益變動表 | | 綜合現金流量表 | | 綜合財務報表附註 | | | 2 3 4 11 15 28 36 44 51 52 53 55 57 59 財務概要 132 1 中國衛生集團有限公司 2021年年報 公司資料 | --- | --- | |------------------------|-------------------------------------- ...