TATA Health International Holdings Limited TATA健康國際控股有限公司 （ 於 開 曼 群 島 註 冊 成 立 的 有 限 公 司 ) ( 股份代號 : 1255) DSC FINANCE 屏安 O PLUS", STL-35", GINNER ATED aXs BRAIN INE GINNDO BILOBA aXs LIFE a){s MERE MERE MERE (1) Previouslate | --- | |--------------------------| | 目錄 | | | | 公司資料 | | 財務摘要 | | 主席報告 | | 管理層討論及分析 | | 環境、社會及管治報告 | | 董事及秘書 | | 企業管治報告 | | 董事會報告 | | 獨立核數師報告 | | 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 6 17 31 35 51 61 64 65 67 68 70 五年財務概要 132 -DRIVE 公司資料 | --- | --- ...

Financial Performance - Revenue for the first half of 2020 was HKD 79,099,000, a decrease of 58.8% compared to HKD 191,670,000 in the same period of 2019[9]. - Gross profit for the same period was HKD 11,130,000, down 90.3% from HKD 114,472,000 in 2019, resulting in a gross margin of 14.1%[9]. - The company reported a loss attributable to shareholders of HKD 85,243,000, compared to a loss of HKD 3,155,000 in 2019, reflecting a loss margin of (107.8%)[9]. - The total revenue of the group for the reporting period was approximately HKD 79,100,000, a decrease of 58.7% compared to HKD 191,700,000 in the same period of 2019[29]. - The gross profit for the reporting period was approximately HKD 11,100,000, a decrease of 90.3% compared to HKD 114,500,000 in the same period of 2019[36]. - The company reported a total loss attributable to owners of HKD 85,243,000, compared to a loss of HKD 3,155,000 in the previous year, underscoring the financial difficulties faced[75]. - The company reported a net cash inflow from operating activities of HKD 7,634,000 for the six months ended June 30, 2020, down from HKD 29,408,000 in the same period of 2019, representing a decrease of approximately 74%[90]. - The total comprehensive loss for the period was HKD 95,224,000, compared to a loss of HKD 2,976,000 in the prior year, highlighting ongoing challenges[75]. - Basic and diluted loss per share was HKD 0.398, a significant increase from HKD 0.015 in the same period last year[75]. Segment Performance - The footwear business generated revenue of approximately HKD 66,900,000, a decline of 56.4% from HKD 153,400,000 in the previous year[17]. - The health products segment reported revenue of HKD 3,800,000, significantly down from HKD 28,700,000 in 2019, with a segment loss of HKD 2,700,000[18]. - The financial services segment recorded revenue of approximately HKD 8,100,000 during the reporting period[13]. - The revenue from the footwear business was approximately HKD 66,900,000, down 56.4% from HKD 153,400,000 in the same period of 2019[30]. - The revenue from the financial services business was approximately HKD 8,100,000, slightly down from HKD 9,600,000 in the same period of 2019[31]. - The healthcare business generated revenue of approximately HKD 3,800,000, a significant decline from HKD 28,700,000 in the same period of 2019[32]. - The online medical services business recorded revenue of approximately HKD 300,000, as it only commenced operations in August 2019[33]. - The segment performance showed significant losses, with total segment loss before tax amounting to HKD 93,831,000 for the six months ended June 30, 2020[120]. Operational Metrics - Same-store sales experienced a decline of approximately 47.5% during the reporting period[17]. - The average trade receivables turnover period increased to 32.4 days from 23.0 days, while the average inventory turnover period was 286.1 days compared to 347.8 days in the previous period[9]. - The current ratio decreased to 1.5 times from 2.2 times, and the debt-to-equity ratio rose to 75.7% from 37.4%[9]. - Employee costs for the reporting period were approximately HKD 50,000,000, accounting for 63.3% of revenue, compared to 25.5% in the same period of 2019[37]. - The company experienced a foreign exchange loss of HKD 85,243,000 during the period, impacting overall financial results[90]. - The company noted a reduction in retail points due to the impact of COVID-19, which affected operational performance and revenue[94]. Investments and Future Plans - The company plans to continue investing in the health products segment, particularly in the cross-border e-commerce platform Zebra and collaboration with Australian health brand AXS[12]. - The company plans to expand its healthcare business from Australia to other markets to increase revenue and profit diversification[26]. - The company plans to inject a total of RMB 37,800,000 into Shangying Hospital, with ownership remaining at 52% for the company, 39.65% for Shangying Global, and 8.35% for Shanghai Xinran after the capital increase[59]. - There were no major investments or acquisitions during the reporting period, and no future plans for significant investments or acquisitions were noted[58]. Financial Position - As of June 30, 2020, the group's bank deposits and cash were approximately HKD 51,100,000, a 9.2% increase from HKD 46,800,000 on December 31, 2019[42]. - Non-current assets decreased to HKD 67,794,000 from HKD 100,946,000, indicating a reduction in the company's asset base[77]. - Current assets, including inventory, dropped to HKD 157,181,000 from HKD 218,506,000, reflecting a decline in liquidity[77]. - The company's net current liabilities increased, resulting in a net current asset value of HKD 54,253,000, down from HKD 117,926,000[77]. - Total equity attributable to owners of the company decreased to HKD 75,626,000 from HKD 160,629,000, indicating a significant reduction in shareholder value[80]. - The company’s total equity as of June 30, 2020, was HKD 85,342,000, down from HKD 236,916,000 as of January 1, 2019, indicating a significant reduction in shareholder equity[90]. - The company’s total liabilities decreased to HKD 139,633,000 as of June 30, 2020, from HKD 146,925,000 as of December 31, 2019[126]. Governance and Compliance - The board has resolved not to declare an interim dividend for the reporting period, consistent with the previous year[67]. - The company is undergoing a name change from "S. Culture International Holdings Limited" to "TATA Health International Holdings Limited," which was approved by shareholders on June 18, 2020[63]. - The company has not reported any significant issues that would affect the preparation of its financial statements according to Hong Kong Accounting Standards[72]. - The company’s financial statements are subject to review under Hong Kong Accounting Standards, ensuring compliance with relevant regulations[70]. - The board has reviewed the company's corporate governance practices and confirmed compliance with the corporate governance code as per the listing rules[182]. - The number of independent non-executive directors was below the required minimum during the reporting period, but compliance was restored after appointing two new independent directors[185]. - The audit committee, composed of three independent non-executive directors, reviewed the group's key accounting policies and discussed risk management and financial reporting matters[188]. Employee and Shareholder Information - As of June 30, 2020, the group employed approximately 249 employees, a decrease from 257 employees as of December 31, 2019[66]. - The total compensation for key management personnel increased to HKD 4,367,000 for the six months ended June 30, 2020, compared to HKD 3,032,000 for the same period in 2019, representing a growth of 44.1%[16]. - Mr. Yang Jun holds 149,993,617 shares, accounting for 70.09% of the company's issued share capital as of June 30, 2020[160]. - The company has a significant shareholder, Great Wall International Investment X Limited, which holds 119,993,617 shares, representing 56.07% of the issued share capital[171]. - The proposed transfer of 42,800,000 shares to 商贏投資 is still pending completion as of June 30, 2020[161]. - The company’s major shareholders include 商贏金融 and 商贏環球, both holding substantial stakes of 70.09% and 20.00% respectively[171].

Financial Performance - The company's revenue for the year ended December 31, 2019, was HKD 341,773,000, a decrease of 4.5% from HKD 358,006,000 in 2018[9] - Gross profit for the same period was HKD 199,473,000, down 9.5% from HKD 220,507,000 in 2018, resulting in a gross margin of 58.4%[9] - The company reported a loss before tax of HKD 67,446,000 compared to a profit of HKD 6,583,000 in the previous year[9] - The footwear business generated revenue of approximately HKD 270,100,000, a decline of 20.1% year-on-year[15] - The health product business recorded revenue of approximately HKD 51,600,000, showing significant growth compared to the previous year[15] - Revenue from the financial services segment was approximately HKD 20,200,000 for the year[15] - The company's total revenue for the year was HKD 341,800,000, a decrease of 4.5% compared to HKD 358,000,000 in the previous year[31] - The footwear business experienced a significant decline, with a revenue drop of HKD 67,900,000, leading to a same-store sales decline of approximately 12.3%[21] - The health business revenue increased to HKD 51,600,000 from HKD 1,100,000 in the previous year, indicating a substantial growth[23] - The financial services segment recorded revenues of HKD 20,200,000 and HKD 30,100,000, with a goodwill impairment of HKD 27,100,000 impacting the segment's performance[24] - The group reported a pre-tax loss of HKD 67,400,000 for the year, compared to a pre-tax profit of HKD 6,600,000 in 2018[48] Financial Ratios and Metrics - The company achieved a current ratio of 2.2 times, down from 2.4 times in 2018[10] - The total liabilities to equity ratio increased to 37.4% from 20.0% in the previous year[10] - The average inventory turnover period improved to 347.8 days from 389.2 days in 2018[10] - The asset-liability ratio as of December 31, 2019, was 37.4%, up from 20.0% in 2018, mainly due to an increase in non-current liabilities[52] - As of December 31, 2019, the group's cash and bank deposits were HKD 46,800,000, a 62.4% increase from HKD 28,800,000 in 2018[52] Strategic Initiatives - The company is focusing on expanding its online medical services and health business as part of its strategic transformation[16] - The company plans to expand into the Singapore market and optimize resources through internal restructuring in response to economic downturns[28] - The company aims to transform its business model by integrating online and offline services in the health sector, creating a comprehensive health industry chain[29] - The company is actively seeking strategic partnerships in the health industry to enhance its business ecosystem and create sustainable value for shareholders[29] - The company plans to continue merging businesses and seek strategic partners in the healthcare and online medical services sectors[58] Environmental, Social, and Governance (ESG) Efforts - The company has established a dedicated ESG task force to enhance employee awareness of environmental protection and social responsibility[84] - The ESG report aims to present a balanced view of the company's performance in environmental, social, and governance matters[76] - The company has implemented a comprehensive risk management and internal control system covering ESG risks[84] - The company achieved a 38% reduction in greenhouse gas emissions density during the reporting period[103] - The total electricity consumption for the year was 527,227 kWh, representing a 41% decrease in electricity consumption density[109] - Water consumption density decreased by 12%, with total water consumption recorded at 262 cubic meters[111] - The company has committed to reducing waste generated from its operations and is moving towards a paperless workplace[101] - The company has integrated green concepts into its internal management and daily operations to achieve sustainability goals[100] Corporate Governance - The company has maintained compliance with the corporate governance code since its listing on July 11, 2013, ensuring transparency and investor confidence[164] - The board is committed to monitoring and evaluating the effectiveness of its corporate governance framework[164] - The independent non-executive directors have extensive experience in accounting, law, and finance, contributing to the company's governance[156][159] - The company has established various committees, including audit, nomination, and remuneration committees, to ensure effective governance[156][159] - The board believes that good corporate governance practices are essential for maintaining and enhancing investor confidence[164] Employee and Community Engagement - The company donated over HKD 1,400,000 to various charitable organizations during the reporting period, demonstrating its commitment to social responsibility[138] - The healthcare division allows customers to return or exchange products free of charge within 7 days of delivery, regardless of the reason, enhancing consumer rights protection[130] - The company has established a rigorous supplier selection process, ensuring high standards in quality control, service, and environmental protection[129] - The total training hours for employees during the reporting period amounted to approximately 1,040 hours, aimed at enhancing productivity and efficiency[126] Future Outlook - The company has outlined a future outlook with a projected revenue growth of 20% for the upcoming fiscal year[150] - New product launches are expected to contribute an additional $50 million in revenue, with a focus on innovative technology solutions[151] - The company is planning to expand its market presence in Southeast Asia, targeting a 10% market share within the next two years[152] - A strategic acquisition is in progress, which is anticipated to enhance the company's asset management capabilities and increase overall market competitiveness[146]

Revenue and Profitability - Revenue for the six months ended June 30, 2019, was approximately HKD 191.67 million, an increase of 8.5% compared to HKD 176.53 million in the same period of 2018[22] - Gross profit for the same period was approximately HKD 114.47 million, resulting in a gross margin of 59.7%, up from 58.4% in 2018[22] - The company reported a pre-tax loss of HKD 2.43 million, compared to a loss of HKD 0.35 million in the previous year[22] - The group's revenue for the reporting period was approximately HKD 191.7 million, an increase of 8.6% compared to approximately HKD 176.5 million in the same period last year[44] - Gross profit for the reporting period was approximately HKD 114.5 million, an increase of 11.1% from approximately HKD 103.1 million in the same period last year, with a gross margin of 59.7%[49] - The company reported a basic loss per share of HKD 0.015 for the six months ended June 30, 2019, compared to HKD 0.002 in the same period of 2018[79] - The total comprehensive income for the period was a loss of HKD 3,045,000, compared to a loss of HKD 102,000 in the same period of 2018[96] Business Segments Performance - Footwear business revenue decreased by 13.1% to approximately HKD 153.4 million, with same-store sales declining by 2.3%[27] - Health product revenue reached approximately HKD 28.7 million, marking a significant contribution since the business commenced in October 2018[33] - Financial services revenue for the period was approximately HKD 9.6 million, reflecting the company's efforts to diversify its service offerings[27] - Financial services revenue was approximately HKD 9.6 million, primarily from investment management services, compared to no revenue in the same period last year[46] - Healthcare business revenue was approximately HKD 28.7 million, with sales from "AXS" supplements, "Bio Lands" supplements, and other brands accounting for approximately 14.65%, 27.44%, and 57.91% of healthcare revenue respectively[47] - Revenue from footwear products was HKD 153,433,000, while health products generated HKD 28,661,000, and financial services contributed HKD 9,576,000 for the six months ended June 30, 2019[164] Financial Ratios and Stability - The current ratio as of June 30, 2019, was 2.2 times, down from 2.4 times at the end of 2018[22] - The debt-to-equity ratio improved to 14.3% from 20.0% in the previous year, indicating better financial stability[22] - The company's debt-to-equity ratio as of June 30, 2019, was 14.3%, down from 20.0% as of December 31, 2018[60] - The net asset value was HKD 234,054,000, slightly down from HKD 236,916,000 at the end of 2018[87] - The total liabilities for reportable segments were HKD 94,939,000 as of June 30, 2019, an increase from HKD 87,136,000 as of December 31, 2018[172] Operational Efficiency - Average trade receivables turnover period improved to 22.0 days from 34.9 days, showcasing enhanced collection efficiency[22] - Employee costs were approximately HKD 48.8 million, accounting for 25.5% of revenue, an increase from 24.4% in the same period last year[50] - The group incurred employee costs of HKD 48,834,000 for the six months ended June 30, 2019, compared to HKD 43,033,000 for the same period in 2018[177] Cash Flow and Investments - The net cash generated from operating activities for the six months ended June 30, 2019, was HKD 29,408,000, a decrease of 42% compared to HKD 50,582,000 for the same period in 2018[96] - The company raised new bank loans amounting to HKD 45,269,000 during the six months ended June 30, 2019[96] - The company’s financing activities resulted in a net cash outflow of HKD 32,730,000 for the six months ended June 30, 2019[96] Lease and Asset Management - The company recognized additional lease liabilities and right-of-use assets amounting to HKD 38,543,000 upon the initial application of HKFRS 16 on January 1, 2019[141] - The company applies HKAS 12 to determine deferred tax related to lease transactions, distinguishing between right-of-use assets and lease liabilities[136] - The company recognizes short-term leases and low-value asset leases as exempt, with lease payments recognized as expenses on a straight-line basis over the lease term[115] Strategic Initiatives - The company plans to continue integrating its footwear, financial services, and health product businesses to create a robust business ecosystem[27] - The group plans to focus on developing investment management services, including cross-border financing consulting and asset management, to meet the increasing demand from Chinese enterprises[36] - The company plans to enhance its healthcare business operations and invest in hospital services, both online and offline, to broaden revenue streams[63] - The group aims to integrate its footwear, financial services, and healthcare businesses to streamline its operational structure and create greater shareholder value[42] Miscellaneous - The company did not declare an interim dividend for the reporting period[71] - The company has not reported any new product launches or significant market expansions during this period[79] - There were no acquisitions or mergers disclosed in the financial report for the first half of 2019[79] - The group did not report any taxable profits for the periods ended June 30, 2019, and June 30, 2018, from its entities registered in the Cayman Islands and British Virgin Islands[179]

Financial Performance - Revenue for the year ended December 31, 2018, was HKD 358,006,000, a decrease of 26% from HKD 483,722,000 in 2017[6] - Gross profit for 2018 was HKD 220,507,000, resulting in a gross margin of 61.6%, compared to 52.3% in 2017[6] - The company recorded a net profit of HKD 6,100,000 for 2018, a significant improvement from a net loss of HKD 43,400,000 in 2017[11] - The group's revenue for the year was HKD 358,000,000, a decrease of 26.0% compared to HKD 483,700,000 in 2017, primarily due to a decline in footwear business revenue[27] - Footwear business revenue was HKD 337,900,000, down 30.1% from HKD 483,700,000 in 2017, with same-store sales declining approximately 2.0%[19] - Healthcare business revenue was HKD 1,100,000, with a segment loss of HKD 300,000, attributed to initial setup costs and share-based payment expenses[20] - Financial services revenue was HKD 18,900,000, primarily from investment management services, marking a new income source for the group[31] - The group acquired a 51% stake in Decheng Group, which generated revenues of HKD 18,900,000 and segment profit of HKD 16,400,000 during the year[21] - The gross profit for the year was HKD 220,500,000, a decrease of 12.8% from HKD 252,800,000 in 2017, with a gross profit margin of 61.6%[34] - The group's profit before tax was HKD 6,600,000, a significant improvement from a loss of HKD 42,900,000 in 2017[44] Liquidity and Financial Ratios - The current ratio improved to 2.4 times in 2018 from 1.6 times in 2017, indicating better liquidity[6] - The asset-to-equity ratio improved to 20.0% in 2018 from 83.7% in 2017, reflecting a stronger financial position[6] - The group's debt-to-equity ratio decreased to 20.0% as of December 31, 2018, down from 83.7% in 2017, primarily due to the absence of long-term bank borrowings[47] - As of December 31, 2018, the group's bank deposits and cash were HKD 28,800,000, an increase of 18.5% from HKD 24,300,000 in 2017[45] Operational Efficiency - The average inventory turnover period increased to 389.2 days in 2018 from 300.7 days in 2017, indicating slower inventory movement[6] - The number of retail points in Hong Kong decreased to 47 from 57 in 2017, while the number in Macau remained at 2[30] - The company adjusted its brand and product mix to improve gross margins and closed underperforming retail locations to enhance operational efficiency[10] - Employee costs for the year amounted to HKD 82,700,000, representing 23.1% of the group's revenue, a decrease from HKD 99,300,000 or 20.5% in 2017[41] - Retail point rental and related expenses were HKD 93,500,000, accounting for 26.1% of the group's revenue, down from HKD 142,000,000 or 29.4% in 2017[42] Strategic Initiatives - The company acquired controlling interests in DSG Asset Management (Cayman) Company Limited and 德誠金融控股 (Hong Kong) Limited to diversify its business operations[10] - The company plans to expand into the healthcare sector in collaboration with reputable partners in Australia, leveraging market opportunities in China[10] - The group plans to expand its healthcare business into other markets to increase revenue and profitability, leveraging the growing demand for healthcare products[26] - The group anticipates growth potential in financial services for 2019, focusing on cross-border financing and asset management opportunities[25] - The company plans to continue consolidating its business and seek strategic partners in the health industry to build a healthy business ecosystem[51] Environmental, Social, and Governance (ESG) - The company achieved a 30% reduction in carbon dioxide equivalent emissions during the reporting period[69] - Energy consumption decreased by 28% and water usage was reduced by 70%[69] - The company has established an environmental, social, and governance (ESG) task force to enhance employee awareness and promote behavioral changes[63] - The company is committed to integrating green concepts into its internal management and daily operations to achieve sustainable development goals[69] - The company has engaged independent professional consultants to continuously assess its risk management and internal control systems[63] - The company has identified key environmental, social, and governance issues through stakeholder engagement and prioritization processes[67] - The company is focused on monitoring its operational impact on the environment and natural resources, complying with environmental laws and international standards[69] - The company achieved a reduction in greenhouse gas emissions by approximately 31%, with CO2 equivalent emissions from operations amounting to 399.881 tons during the reporting period, down from 580.49 tons in 2017[73] - Total electricity consumption for the reporting period was 741,664 kWh, representing a 28% decrease from 1,035,299 kWh in 2017, with a density of 18.13 kWh per square foot[75] - Water consumption decreased significantly by over 70%, totaling approximately 245 cubic meters during the reporting period, compared to 931 cubic meters in 2017, with a density of 0.006 cubic meters per square foot[80] - The company implemented energy-saving measures, including the installation of LED lighting and variable frequency air conditioning systems, contributing to reduced operational costs[75] - Packaging materials used for retail customers amounted to approximately 3.27 tons, down from 4.43 tons in 2017, with 95% of Clarks shoe boxes made from environmentally friendly materials[81] - The company has established an Environmental, Social, and Governance (ESG) task force to enhance environmental protection awareness among employees and promote sustainable practices[82] Corporate Governance - The company has adhered to the corporate governance code since its listing on July 11, 2013, ensuring transparency and investor confidence[118] - The board consists of 9 members, with 3 executive directors, 3 non-executive directors, and 3 independent non-executive directors, each category representing 33.3% of the total board[123] - The independent non-executive director has over 20 years of experience in accounting, law, and securities, and is a partner at a law firm[111] - The company has a strong board with members holding various qualifications, including senior membership in accounting associations and extensive experience in auditing and accounting services[108][109] - The company has established a written guideline for employees regarding securities trading, ensuring compliance with the standards set forth in the listing rules[120] - The management team regularly updates the board on the company's operations, strategies, and compliance with applicable laws[125] - The company has a strong independent element in its board composition, allowing for effective independent judgment[123] - The board has established four committees: Executive Committee, Audit Committee, Remuneration Committee, and Nomination Committee, each with defined responsibilities[134] - The audit committee consists of 3 independent non-executive directors, representing 100% of the committee members[143] - The remuneration committee consists of 3 members, with independent non-executive directors making up 66.7% of the committee[153] - The Nomination Committee consists of 3 members, with independent non-executive directors making up 66.7% of the committee[161] - The company has adopted a board diversity policy to enhance corporate governance and maintain competitive advantage[164] - The board is responsible for ensuring compliance with corporate governance codes and has reviewed its governance policies and practices[169] Shareholder Communication and Dividends - The company plans to distribute dividends based on approximately 20% to 60% of its distributable annual profits, subject to board discretion and various factors including financial performance and cash flow[191] - No dividends are recommended for the current fiscal year, compared to no dividends declared in the previous year[199] - The company emphasizes the importance of transparent communication with shareholders and investors, maintaining a website for updates and regular meetings with institutional investors and analysts[186] - The annual general meeting serves as a communication platform between the board and shareholders, with representatives available to address questions regarding the audit process and financial reporting[187] - Shareholders holding at least 10% of the paid-up capital can request a special general meeting by submitting a written request to the board[190] - All resolutions presented at the company’s general meetings must be voted on in accordance with listing rules, with results published after each meeting[190]