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中基长寿科学(00767) - 自愿公告谅解备忘录
2024-12-23 11:48
香港交易及結算所有限公司及香港聯合交易所有限公司對本公告之內容概不負責, 對其準確性或完整性亦不發表任何聲明,並明確表示,概不會就因本公告全部或任 何部分內容而產生或因倚賴該等內容而引致之任何損失承擔任何責任。 Zhong Ji Longevity Science Group Limited (於百慕達註冊成立之有限公司) 中基長壽科學集團有限公司 (股份代號:767) 自願公告 諒解備忘錄 本公告由中基長壽科學集團有限公司(「本公司」,連同其附屬公司,「本集團」)自願 作出。 備忘錄 本公司董事(「董事」)會(「董事會」)欣然宣佈,於二零二四年十二月二十三日,本公 司之全資附屬公司浤烽發展有限公司(「浤烽發展」)與幸福萬家(北京)國際旅行社有 限公司(「幸福萬家」)訂立諒解備忘錄(「備忘錄」),據此,浤烽發展與幸福萬家有意 共同在中華人民共和國(「中國」)國內投資設立合資公司(「可能設立合資公司事 項」)。 擬進行之可能設立合資公司事項將包括雙方共同在中國國內投資設立合資公司,為 用戶提供長壽生物製品、長壽醫學檢測、健康消費、康養文旅等大健康產業服務, 同時提供精准數據賦能、新傳媒賦能以及融合消費賦能的健康 ...
中基长寿科学(00767) - 延迟寄发通函有关二零二五年循环贷款协议之主要及持续关连交易
2024-12-06 09:44
Zhong Ji Longevity Science Group Limited 中基長壽科學集團有限公司 (於百慕達註冊成立之有限公司) (股份代號:767) 延遲寄發通函 有關二零二五年循環貸款協議之 主要及持續關連交易 茲提述中基長壽科學集團有限公司(「本公司」)日期為二零二四年十一月十一日及二 零二四年十一月十五日的公告(「該等公告」),內容有關訂立二零二五年循環貸款協 議。除另有指明外,否則本公告所用詞彙與該等公告所界定者具有相同涵義。 香港交易及結算所有限公司及香港聯合交易所有限公司對本公告之內容概不負責, 對其準確性或完整性亦不發表任何聲明,並明確表示,概不會就因本公告全部或任 何部分內容而產生或因倚賴該等內容而引致之任何損失承擔任何責任。 誠如該等公告所載,一份載有(其中包括)(a)有關二零二五年循環貸款協議及建議年 度上限之進一步詳情;(b)首盛資本之函件,內含其向獨立董事委員會及獨立股東表 示之意見;(c)獨立董事委員會致獨立股東之推薦意見函;及(d)股東特別大會通告 之通函(「通函」)預期將於二零二四年十二月六日或之前向股東寄發。 – 1 – 由於需要更多時間審定通函所載資料,預期通函的 ...
中基长寿科学(00767) - 更换核数师
2024-12-02 00:00
香港交易及結算所有限公司及香港聯合交易所有限公司對本公告之內容概不負責, 對其準確性或完整性亦不發表任何聲明,並明確表示,概不會就因本公告全部或任 何部分內容而產生或因倚賴該等內容而引致之任何損失承擔任何責任。 Zhong Ji Longevity Science Group Limited 董事會謹藉此機會,對開元信德於過去數年以核數師身份向本公司及本集團提供的 專業服務致以誠摯的謝意。 (於百慕達註冊成立之有限公司) 中基長壽科學集團有限公司 (股份代號:767) 更換核數師 本公告乃中基長壽科學集團有限公司(「本公司」,連同其附屬公司為「本集團」)根據 香港聯合交易所有限公司(「聯交所」)證券上市規則(「上市規則」)第13.51(4)條刊 發。 核數師辭任 本公司董事會(「董事會」)謹此宣佈,由於開元信德會計師事務所有限公司(「開元信 德」)未能與本公司就截至二零二四年十二月三十一日止年度的審核費用及其內部資 源達成共識,彼已辭任本公司核數師,自二零二四年十一月二十九日起生效(「辭 任」)。 開元信德已於二零二四年十一月二十九日致本公司之請辭函件中確認,於得出其辭 任結論時,彼等已考慮到多種因素,包括與 ...
中基长寿科学(00767) - 有关二零二五年循环贷款协议之须予披露及持续关连交易之澄清公告
2024-11-15 08:31
香港交易及結算所有限公司及香港聯合交易所有限公司對本公告之內容概不負責, 對其準確性或完整性亦不發表任何聲明,並明確表示,概不會就因本公告全部或任 何部分內容而產生或因倚賴該等內容而引致之任何損失承擔任何責任。 Zhong Ji Longevity Science Group Limited 中基長壽科學集團有限公司 (於百慕達註冊成立之有限公司) (股份代號:767) 有關二零二五年循環貸款協議之 須予披露及持續關連交易之 澄清公告 茲提述中基長壽科學集團有限公司(「本公司」)日期為二零二四年十一月十一日的公 告,內容有關訂立二零二五年循環貸款協議(「該公告」)。除另有指明外,否則本公 告所用釋義與該公告所使用者具有相同涵義。 董事會謹此澄清,由於一項或多項相關百分比率超過25%但低於100%,故持續關 連交易構成上市規則第14章下之主要交易(而非該公告所披露的須予披露交易),因 而須遵守上市規則下之申報、公告、年度審閱、通函及獨立股東批准之規定。 – 1 – 除本公告所披露者外,該公告所載內容全部維持不變。 中基長壽科學集團有限公司 主席 閆立 承董事會命 香港,二零二四年十一月十五日 於本公告日期,董事 ...
中基长寿科学(00767) - 有关二零二五年循环贷款协议之须予披露及持续关连交易
2024-11-11 14:49
香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責, 對其準確性或完整性亦不發表任何聲明,並明確表示概不就因本公告全部或任何部 分內容而產生或因倚賴該等內容而引致之任何損失承擔任何責任。 Zhong Ji Longevity Science Group Limited 中基長壽科學集團有限公司 (於百慕達註冊成立之有限公司) (股份代號:767) 有關二零二五年循環貸款協議之 須予披露及持續關連交易 二零二五年循環貸款 於二零二四年十一月十一日(交易時段後),寶欣(本公司全資附屬公司,作為放 貸人),與香港中基1號、亞洲綜合、國際醫療及長壽醫學(作為借款人)及閆立先 生(作為擔保人)訂立二零二五年循環貸款協議,據此(其中包括),放貸人已有條 件同意向借款人授出本金額最多達30,000,000港元之二零二五年循環貸款,自生 效日期起直至二零二七年十二月三十一日,以於該協議之條款及條件規限下,為 借款人的新業務發展項目及一般營運資金提供融資。 上市規則之涵義 本公司將向股東寄發一份載有(a)有關二零二五年循環貸款協議及建議年度上限 之進一步詳情;(b)首盛資本之函件,內含其向獨立董事委員會及獨 ...
中基长寿科学(00767) - 澄清公告
2024-11-08 11:45
香港交易及結算所有限公司及香港聯合交易所有限公司對本公告之內容概不負責, 對其準確性或完整性亦不發表任何聲明,並明確表示,概不會就因本公告全部或任 何部分內容而產生或因倚賴該等內容而引致之任何損失承擔任何責任。 Zhong Ji Longevity Science Group Limited 中基長壽科學集團有限公司 (於百慕達註冊成立之有限公司) (股份代號:767) 澄清公告 承董事會命 中基長壽科學集團有限公司 主席 閆立 茲提述中基長壽科學集團有限公司(「本公司」)日期為二零二四年十一月七日的公 告,內容有關成立合資公司之自願公告(「該公告」)。除另有註明外,本公告所用詞 彙全部與該公告所界定者具有相同涵義。 本公司謹此澄清,由於無心之誤,在該公告第2頁第三段的第一句內,深圳金麗醫 療美容門診部的英文名稱應為「ShenZhen JinLi Aesthetic Clinic」,而非「Shenzhen JinLi Medical Clinic」。 除本公告所披露者外,該公告所載內容全部維持不變。 非執行董事 何亦武博士 呂長勝先生 本公告之中英文本如有任何歧義,概以英文本為準。 – 2 – 香港,二零二四 ...
中基长寿科学(00767) - 成立合资公司之自愿公告
2024-11-07 12:36
香港交易及結算所有限公司及香港聯合交易所有限公司對本公告之內容概不負責, 對其準確性或完整性亦不發表任何聲明,並明確表示,概不會就因本公告全部或任 何部分內容而產生或因倚賴該等內容而引致之任何損失承擔任何責任。 Zhong Ji Longevity Science Group Limited 中基長壽科學集團有限公司 (於百慕達註冊成立之有限公司) (股份代號:767) 成立合資公司之 自願公告 深圳金麗醫療美容門診部於二零一四年在深圳成立,提供五個類別的醫療美容服 務,擁有超過30,000名客戶會員。 本公告由中基長壽科學集團有限公司(「本公司」)自願作出。 本公司董事(「董事」)會(「董事會」)欣然宣佈,於二零二四年十一月七日(交易時間 後),本公司之全資附屬公司深圳市中基健康科學有限公司(「中基健康」)與深圳美 洛斯醫療美容投資有限公司(「美洛斯醫療」)及深圳金麗醫療美容門診部簽訂有關於 中華人民共和國(「中國」)成立一間合資公司(「合資公司」)之合資協議(「合資協 議」),合資公司於成立時將由中基健康擁有51%及美洛斯醫療擁有49%的股權。合 資公司將主要從事於中國提供長壽健康服務。 合資公司的初始註 ...
中基长寿科学(00767) - 2024 - 中期财报
2024-09-27 09:00
Dividend and Financial Performance - The Company has not declared an interim dividend for the six months ended June 30, 2024, consistent with the previous year[5]. - For HY2024, the Group recorded total revenue of HK$42,403,000, an increase from HK$29,911,000 in HY2023[26]. - The Group reported a loss of HK$917,000 for HY2024, compared to a profit of HK$1,938,000 in HY2023[26]. - As of June 30, 2024, the basic and diluted loss per share was HK$0.2 cents, compared to earnings of HK$0.01 cents per share on June 30, 2023[27]. - The Group's consolidated net assets were HK$432,113,000 as of June 30, 2024, slightly up from HK$430,465,000 on December 31, 2023[27]. - The Company reported a total comprehensive loss for the period of HK$17,937,000 for the six months ended June 30, 2024, compared to a total comprehensive loss of HK$78,683,000 for the same period in 2023[180]. Business Operations and Strategy - The Company is focusing on expanding its longevity science business while managing existing operations in money lending, financial advisory, securities, and property investment[6]. - The money lending and financial advisory business has been restructured to comply with new PRC guidelines, transitioning to a non-P2P model[8]. - The focus on longevity science is part of a broader strategy to diversify and strengthen the Company's market position[6]. - The Company continues to adapt to regulatory changes in the PRC financial landscape, ensuring its business model aligns with current guidelines[8]. - The Group is focusing on enhancing its longevity science business through membership and distribution channels, indicating a commitment to future growth[26]. Regulatory Compliance and Restructuring - The PRC subsidiary, Tian Xing, has normalized its operations and restored its status with regulatory departments, including the Beijing Commerce Department and the Beijing Taxation Bureau[8]. - The Company has successfully regained possession of all necessary company chops and seals for its PRC subsidiary during 2023[8]. - The restructuring of the money lending business follows the cessation of the Caijia Peer-to-Peer Internet Credit Youtoubao loan platform due to regulatory changes[7]. - The Company has hired new staff and disassociated from all former managerial personnel in Tian Xing to ensure compliance and operational integrity[8]. - The Company is committed to maintaining compliance with evolving regulations in the financial sector to safeguard its operations and reputation[8]. Revenue and Segment Performance - The longevity science business generated revenue of approximately HK$25,180,000 for HY2024, compared to HK$11,868,000 in HY2023[28]. - Revenue from diagnostic consultation and medical testing was approximately HK$21,700,000, while sales of longevity biological products contributed approximately HK$3,480,000[28]. - The money lending and financial advisory business maintained static revenue of HK$17,223,000 with a segment profit of HK$16,233,000 for HY2024[26]. - The segment loss for the longevity science business was approximately HK$4,342,000 for HY2024, an improvement from HK$13,283,000 in HY2023[28]. - Loan interest income for the period was HK$17,223,000, slightly down from HK$18,043,000 in 2023, reflecting a decrease of approximately 4.5%[192]. Cash Flow and Financial Position - Cash and bank balances were approximately HK$78,705,000 as of June 30, 2024, down from HK$81,075,000 as of December 31, 2023[86]. - The Group recorded net current assets of approximately HK$255,761,000 as of June 30, 2024, compared to HK$250,127,000 as of December 31, 2023[86]. - Net cash used in operating activities was HK$16,000 for the six months ended June 30, 2024, a significant improvement from HK$15,849,000 in the prior year[183]. - Cash flows from investing activities generated a net cash inflow of HK$2,089,000 for the six months ended June 30, 2024, compared to HK$12,000 in the same period of 2023[183]. - The net increase in cash and cash equivalents for the period was HK$20,921,000, compared to a decrease of HK$6,026,000 in the same period last year[184]. Share Capital and Options - The total number of issued ordinary shares increased to 546,529,549 as of June 30, 2024, from 455,441,291 as of December 31, 2023[90]. - The Company issued an additional 91,088,258 shares during HY2024[90]. - As of June 30, 2024, the number of share options available for grant under the 2022 Share Option Scheme was 38,701,026 shares[114]. - No share options were granted under the 2022 Share Option Scheme for HY2024, resulting in no outstanding share options as of June 30, 2024[120][123]. - The maximum entitlement for each participant under the 2022 Share Option Scheme is limited to 1% of the total number of shares of the Company in issue at the date of grant within any 12-month period[121][124]. Environmental and Corporate Governance - The company is committed to environmental sustainability and will issue its environmental, social, and governance report for the year ending December 31, 2024, in the next annual report[170]. - The Company has complied with the Corporate Governance Code during HY2024[158]. - All existing Directors confirmed compliance with the Model Code for Security Transactions during HY2024[161].
中基长寿科学(00767) - 2024 - 中期业绩
2024-08-28 14:46
Financial Performance - The group's revenue increased by 41.8% to HKD 42.4 million in the first half of 2024, compared to HKD 29.9 million in the same period of 2023[2] - Gross profit rose by 25.6% to HKD 33.3 million in the first half of 2024, up from HKD 26.5 million in the first half of 2023[2] - Profit before tax decreased by 85.9% to HKD 0.7 million in the first half of 2024, down from HKD 5.3 million in the same period of 2023[2] - The group reported a loss attributable to owners of the company of HKD 1.021 million in the first half of 2024, compared to a profit of HKD 1.782 million in the same period of 2023[3] - Total comprehensive loss for the period amounted to HKD 17.937 million in the first half of 2024, compared to a loss of HKD 78.683 million in the same period of 2023[4] - The company reported a loss of HKD 917,000 in the first half of 2024, compared to a profit of HKD 1,938,000 in the same period of 2023[57] Assets and Liabilities - As of June 30, 2024, the group's net assets increased by 0.4% to HKD 432.1 million, compared to HKD 430.5 million on December 31, 2023[2] - The group's total assets less current liabilities stood at HKD 434.1 million as of June 30, 2024, compared to HKD 435.9 million on December 31, 2023[5] - Non-current assets totaled HKD 178.4 million as of June 30, 2024, down from HKD 185.8 million on December 31, 2023[5] - Current assets amounted to HKD 320.5 million as of June 30, 2024, compared to HKD 323.5 million on December 31, 2023[5] - The group's total liabilities for the reportable segments were HKD 31,573,000 as of June 30, 2024, compared to HKD 40,300,000 as of June 30, 2023[16] Revenue Segments - Revenue from the health and medical products segment was HKD 3,480,000, up from HKD 2,351,000, while revenue from diagnostic and medical testing services surged to HKD 21,700,000 from HKD 9,517,000[12] - The company’s external customer revenue from the Hong Kong market was HKD 9,817,000 for the six months ended June 30, 2024, compared to HKD 2,313,000 in the same period of 2023[18] - External customer revenue from mainland China reached HKD 32,586,000, an increase from HKD 27,598,000 in the same period of 2023[18] - The longevity science segment generated revenue of approximately HKD 25,180,000 in the first half of 2024, up from HKD 11,868,000 in the same period of 2023, indicating a growth of about 112%[59] Dividends and Share Issuance - The group did not recommend an interim dividend for the first half of 2024, consistent with the same period in 2023[2] - The company issued a total of 91,088,258 new shares on June 6, 2024, raising a net amount of approximately HKD 19.4 million, with 60% allocated to expanding its longevity science business and new biopharmaceutical product trade[86] - The company raised approximately HKD 14,016,352 from the issuance of 297,300,000 shares at a price of HKD 0.049 per share in May 2023[46] Operational Developments - The company has restructured its internal reporting framework, merging the lending and financial consulting segments into a single division[14] - The company has enhanced its R&D capabilities by recruiting international biotech experts, including a Nobel Prize laureate, to strengthen its strategic goals[61] - The company is developing and producing flagship longevity biological products, including NMN and VC sustained-release tablets, with all products receiving top global safety certifications[62] - The company plans to establish a "Internet + Healthcare" longevity system platform, leveraging its existing customer base and market network[62] Legal and Compliance - The company has extended its legal recovery service agreement with Dongwei Law Firm until August 2025 to enhance loan recovery efforts[52] - The company reported no significant contingent liabilities or capital commitments as of June 30, 2024[48][49] - The audit committee has reviewed and approved the consolidated financial statements for the first half of 2024, ensuring compliance with applicable accounting standards and regulations[87] Market Conditions and Future Outlook - Management is optimistic about the growth of the longevity science business, which is expected to support revenue growth, particularly through a network of 2,000 retail pharmacies in China[64] - The group continues to monitor the market for suitable tenants to generate stable rental income from its property investments, which currently do not yield any revenue[68] - The group is actively exploring opportunities for its lending business amid reduced loan demand from Hong Kong clients due to high interest rates and the impact of the COVID-19 pandemic[65]
中基长寿科学(00767) - 2023 - 年度财报
2024-04-26 04:01
Financial Performance - In 2023, the revenue of Zhong Ji Longevity Science Group was HK$64,989,000, a decrease of 27.5% compared to HK$89,668,000 in 2022[13]. - The profit attributable to the owners of the Company for 2023 was HK$2,313,000, recovering from a loss of HK$904,000 in 2022[13]. - For FY2023, the Group recorded total revenue of approximately HK$64,989,000, a decrease of 27.5% from HK$89,668,000 in FY2022[45]. - The profit for FY2023 amounted to approximately HK$2,523,000, compared to a profit of HK$701,000 in FY2022[45]. - The longevity science business generated revenue of approximately HK$31,326,000, down from HK$43,920,000 in FY2022, resulting in a segment loss of approximately HK$24,016,000[48]. - Revenue from diagnostic consultation and medical testing was approximately HK$26,879,000, showing stability compared to HK$26,370,000 in FY2022[53]. - Revenue from the sales of longevity biological products decreased to approximately HK$4,447,000 from HK$17,550,000 in FY2022 due to customs clearance delays[52]. - The money lending and financial advisory business recorded segment revenue of approximately HK$33,663,000, down from HK$45,748,000 in FY2022, with a segment profit of approximately HK$25,354,000[56]. - The Group's consolidated net assets as of December 31, 2023, were approximately HK$430,465,000, an increase from HK$420,849,000 in FY2022[46]. - Basic and diluted earnings per share for FY2023 were approximately HK$0.15, compared to a loss per share of HK$0.06 in FY2022[46]. Strategic Goals and Expansion - The Company aims to achieve a leading position in global sales revenue of lipid-lowering biological products by 2024[20]. - The "ZJ1 VC sustained-release tablet" product is now available for sale to over 50 million consumers in 117 countries[20]. - The Company is committed to establishing a world-leading longevity science transformation and application platform[18]. - The strategy includes expansion through joint ventures, mergers, and acquisitions, focusing on brand building and industry-finance integration[18]. - The Group aims to achieve global leadership in the sales revenue of lipid-lowering biological products by 2024, with the competitive product ZJ1 VC sustained in over 117 countries for more than 50 million users[22]. - The Company is expanding its longevity management services in 26 major cities worldwide, enhancing its brand image as a preferred platform for high net-worth individuals[24][28]. - The Group plans to focus on the development and expansion of its longevity science business, which is expected to drive future revenue growth[55]. Operational Efficiency and Quality - The Company is focusing on enhancing operational efficiency and quality while refining its industry and product chains[19]. - The Group's strategic focus includes improving operational quality and efficiency in the longevity management field, amidst a challenging economic environment[25][29]. - The Group's financial performance is being enhanced through diversification into promising longevity medical health businesses[30][41]. - Increased marketing, advertising, and promotion expenses for the longevity science business amounted to approximately HK$19,105,000 during FY2023[48]. - The Group aims to operate under a light asset model to reduce operational pressure and risk while expanding its longevity science business[162]. Investment and Financial Position - Investment properties increased to HK$25,295,000 in 2023 from HK$24,411,000 in 2022, reflecting a growth of 3.2%[16]. - The total shareholders' equity as of December 31, 2023, was HK$430,465,000, up from HK$420,849,000 in 2022, indicating a growth of 1.5%[16]. - The Group's fair value of equity securities listed on the Stock Exchange decreased to approximately HK$5,847,000 as of 31 December 2023, down from HK$9,859,000 as of 31 December 2022[61]. - The Independent Recovery Committee successfully recovered HK$30,000,000 from a borrower entity, negotiating the recovery of previously impaired loans totaling approximately HK$1,076,000,000[60]. - The Group's gearing ratio as of December 31, 2023, was approximately 1.6%, unchanged from December 31, 2022[148]. - The Group did not pledge any assets to banks or other financial institutions as of December 31, 2023, nor did it have any corporate guarantees[146]. Management and Governance - The executive team includes Mr. Yan Li, who has over 8 years of experience in advanced medical and biological technology management, and Mr. Yan Yifan, who has been with the company since April 2022[174][175]. - The management team has extensive experience in corporate management and business operations, with members holding significant positions in various organizations[179][180]. - The board includes non-executive directors with significant experience in innovation and investment consulting, enhancing the company's strategic direction[184][185]. - The company emphasizes the importance of risk management and has established several committees to oversee this aspect[188]. - The board includes members with significant experience in auditing, accounting, and financial management, enhancing the company's governance structure[188]. - The company aims to strengthen its market position through strategic appointments and governance improvements[189]. Loan and Borrower Management - The Group manages over 14 corporate and personal borrower loans, with principal sizes ranging from approximately HK$47.9 million for personal borrowers to HK$64.4 million for corporate loans[109]. - As of December 31, 2023, the corporate and personal borrowers business loan assets were approximately HK$819,455,000 before impairments, slightly up from HK$819,403,000 in 2022[113]. - The net carrying value of these loan assets was approximately HK$177,732,000, an increase from HK$172,289,000 in the previous year[113]. - The top five borrowers accounted for approximately 79.93% of the total loan and interest receivables of the Group as of December 31, 2023, consistent with the previous year[113]. - The loan leverage ratio for collateralized loans ranged from 31.79% to 74.69%, secured by properties, financial assets, and dividend rights[113]. - The Group has initiated recovery actions on previously impaired loans, indicating a proactive approach to asset management[113]. Shareholder and Capital Management - The total number of issued shares of the Company increased from 4,257,112,915 shares to 4,554,412,915 shares following the placement of 297,300,000 new shares at a price of HK$0.049 per share[71]. - The Company approved a share consolidation on 2 August 2023, consolidating every ten issued and unissued ordinary shares into one consolidated share, resulting in a total of 455,441,291 issued shares[77]. - As of December 31, 2023, the total number of issued shares was 455,441,291, with a par value of HKD 0.01 per share, reflecting an increase from 425,711,291 shares in the previous fiscal year after the share consolidation[80]. - The Company successfully placed a total of 29,730,000 new shares at a placing price of HK$0.49 on May 2, 2023, resulting in net proceeds of approximately HK$14.0 million[163]. - The Group aims to strengthen its financial position through effective use of capital raised from the Placing[171]. Research and Development - The Asian Integrated Cell Laboratory under HK Zhong Ji 1 is recognized as the world's leading autoimmune cell bank, indicating a strong position in the biotechnology sector[174]. - The company is focused on integrating leading resources for knee joint health globally, which includes cell testing, storage, and gene therapies[174]. - The company has a strategic focus on advanced biomedical technology, with key executives having backgrounds in both business and healthcare sectors[180]. - The company is focused on innovation and scientific research, as evidenced by the involvement of leading experts in its management team[195].