Monetary Policy - On September 5, 2025, the People's Bank of China will conduct a 1 trillion yuan reverse repurchase operation with a term of 3 months (91 days) to maintain liquidity in the banking system [2][4]. Technology and Innovation - Huawei launched the new Mate XTs folding smartphone, featuring the Kirin 9020 chip and HarmonyOS, with a performance improvement of 36% [7]. - As of the end of Q2 2025, the total scale of asset management products by various financial institutions reached 75.38 trillion yuan [4]. - The Ministry of Industry and Information Technology and the State Administration for Market Regulation issued an action plan to boost growth in the electronic information manufacturing industry, focusing on CPU and AI server development [4]. Corporate Developments - China Shipbuilding Industry Corporation plans to absorb and merge China Shipbuilding Heavy Industry Company through a share exchange, with the exchange ratio set at 1:0.1339 [12]. - Xizhi Technology announced the completion of over 1.5 billion yuan in Series C financing, attracting notable investment institutions [5]. - Junsheng Electronics has begun mass supply of customized main control boards in collaboration with leading clients [13]. Market Trends - The sports industry in China is expected to exceed 7 trillion yuan by 2030, driven by government policies aimed at enhancing sports consumption and event development [10]. - In the first half of 2025, China's folding screen smartphone shipments reached 4.98 million units, with Huawei capturing 75% of the market share [7]. Investment Activity - Tianfu Communication received a net purchase of 6.23 billion yuan from institutional investors on September 4, 2025, driven by strong demand for its active products [18]. - New Yiseng saw a net purchase of 4.09 billion yuan from institutional investors, with expectations of strong performance in the second half of the year [20]. Industry Performance - Salt Lake Industry reported stable production and operations for its core products, with significant breakthroughs in lithium salt integration projects [22]. - Luxshare Precision achieved a revenue of 97.799 billion yuan in the first half of 2025, marking a year-on-year growth of 14.32% [22].

Group 1 - China Shipbuilding Industry Group plans to absorb and merge China Shipbuilding Heavy Industry Company through a share exchange, leading to the termination of China Heavy Industry's independent listing status [1][3] - The China Securities Regulatory Commission approved the merger, allowing China Shipbuilding to issue an additional 3.053 billion shares to absorb China Heavy Industry [3] - The exchange ratio for the merger is set at 1:0.1335, meaning each share of China Heavy Industry can be exchanged for 0.1335 shares of China Shipbuilding [4] Group 2 - China Heavy Industry has submitted an application for voluntary termination of its A-share listing, effective from August 13, 2025, following the merger announcement [1][4] - The company offers dissenting shareholders a cash option of 4.03 yuan per share, which is slightly below the pre-suspension trading price of 5.1 yuan per share [4] - No dissenting shareholders have opted to exercise the cash choice during the declaration period [4]

中国重工仅剩最后一个交易日。 8月11日晚间，中国重工（601989）发布《关于公司股票连续停牌直至终止上市、实施换股吸收合并的提示性公告》，公告显示，公司股票将自2025年8月 13日（即异议股东现金选择权申报日）开市起连续停牌，不再交易。2025年8月12日为公司股票最后一个交易日。 2024年9月2日，中国船舶集团下属两家A股上市公司——中国船舶和中国重工均发布公告称，双方正在筹划由中国船舶通过向中国重工全体股东发行A股 股票的方式换股吸收合并中国重工。 7月18日，证监会发布《关于同意中国船舶工业股份有限公司吸收合并中国船舶重工股份有限公司注册的批复》，同意中国船舶工业股份有限公司（以下 简称"中国船舶"）以新增30.53亿股股份吸收合并中国船舶重工股份有限公司（以下简称"中国重工"）的注册申请。 根据公司公告，本次换股吸收合并中，中国重工与中国船舶的换股比例为1:0.1335，即每1股中国重工股票可以换得0.1335股中国船舶股票。 根据中国重工公告，经向上海证券交易所申请，公司A股股票将自2025年8月13日（即异议股东现金选择权申报日）开市起连续停牌，此后进入现金选择 权行权申报、清算交收阶段， ...

Core Viewpoint - China Shipbuilding Industry Co., Ltd. is planning to absorb and merge China Shipbuilding Heavy Industry Co., Ltd. through a share exchange, leading to the suspension and eventual delisting of China Heavy Industry's stock [5][6]. Group 1: Announcement Details - On August 11, China Heavy Industry announced that its stock will be suspended from trading starting August 13, 2025, and will not be traded thereafter [2]. - The last trading day for China Heavy Industry's stock is set for August 12, 2025 [2]. - The China Securities Regulatory Commission approved the merger plan on July 18, allowing China Shipbuilding to issue an additional 3.053 billion shares to absorb China Heavy Industry [5]. Group 2: Share Exchange Ratio - The exchange ratio for the merger is set at 1:0.1335, meaning each share of China Heavy Industry can be exchanged for 0.1335 shares of China Shipbuilding [5]. - The cash option for dissenting shareholders is priced at 4.03 yuan per share, allowing them to receive cash compensation for their shares [5][6]. Group 3: Post-Merger Process - After the completion of the cash option and the termination of listing, shareholders of China Heavy Industry will have their shares converted into shares of China Shipbuilding based on the established exchange ratio [6]. - The distribution of shares will ensure that the number of shares received by shareholders is an integer, with specific rules for handling fractional shares [6]. Group 4: Current Stock Price - As of the latest closing, the stock price of China Heavy Industry is 5.01 yuan per share [7].

Financial Performance - For the six-month period ended September 30, 2023, Pine Care Group recorded a loss of HK$23.6 million due to the ongoing adverse effects of the COVID-19 situation[10]. - Total revenue increased to HK$151.7 million for the six-month period ended 30 September 2023, compared to HK$130.3 million for the same period last year, representing a growth of 16.4%[50]. - Loss before tax for the period was HK$21,363,000, compared to a loss of HK$10,974,000 in the previous year, indicating a deterioration in financial performance[181]. - Loss for the period attributable to owners of the parent was HK$23,586,000, which is an increase of 84.6% from HK$12,767,000 in the same period last year[181]. - Total comprehensive loss for the period was HK$23,586,000, compared to HK$12,499,000 in the previous year, reflecting a significant increase in losses[183]. - The recorded loss increased to HK$23.6 million for the period, compared to a loss of HK$12.8 million for the same period last year, largely due to increased finance costs[59]. - Finance costs rose to HK$21.8 million from HK$5.0 million in the previous year, contributing to the overall loss[59]. - Core EBITDA decreased to HK$19.7 million for the period, down from HK$26.3 million in the same period last year, primarily due to the operating loss of Pine Residence[58]. - Core EBITDA as a percentage of revenue decreased to 13.0% from 20.2% year-on-year, reflecting the impact of operational challenges[64]. Occupancy and Service Demand - The average occupancy rate of the Group's 8 EA1 residential care homes for the elderly was 90.9%, an increase from 88.9% in the same period last year[11]. - The occupancy rate of the Silverage Collection increased by 10.0 percentage points, reaching an average of 78.0% during the period under review[11]. - The average occupancy rate of Pine Care Place and Pine Care Point increased by 10.0 percentage points to 78.0% for the period, compared to 68.0% for the same period last year[56]. - The demand for quality senior care services in Hong Kong is still significantly underserved, presenting an opportunity for the Group to expand its professional services[18]. Strategic Initiatives and Developments - The Group aims to enhance its reputation for quality in senior care, particularly in dementia care, cognitive training, rehabilitation, and skilled nursing care services[17]. - The introduction of Chime Corporation Limited as the new controlling shareholder is expected to optimize the value of Pine Care Group and enhance its healthcare and elderly care business[16]. - The establishment of Pine Residence, operational since December 2022, signifies the company's commitment to quality senior care services, enhancing its brand and providing comprehensive care for residents[25]. - The company is exploring the Continuing Care Retirement Community (CCRC) concept, which integrates various services for seniors, enhancing their quality of life[36]. - The company aims to expand elite services for ageing-in-place senior care and community care development initiatives, leveraging existing properties to meet diverse senior needs[37]. - The company recognizes the market's demand for choice and plans to remain agile in its business strategies to enhance the quality of senior care services[38]. Financial Position and Assets - Net assets decreased to HK$137.0 million as of 30 September 2023, down from HK$160.6 million as of 31 March 2023[92]. - The adjusted consolidated net assets amounted to HK$871.963 million as of September 30, 2023, a decrease from HK$1,012.929 million as of March 31, 2023[97]. - The total value of mortgaged assets as of September 30, 2023, was HK$590.7 million, down from HK$602.4 million as of March 31, 2023[128]. - Total assets decreased from HK$1,108,264,000 on March 31, 2023, to HK$1,074,319,000 on September 30, 2023, representing a decline of approximately 3%[185]. Employee and Operational Costs - Gross staff costs rose by approximately 11.5% to HK$73.8 million from HK$66.2 million, mainly due to the commencement of operations at Pine Residence and general salary increments[72]. - Employee costs for the period were HK$73.8 million, compared to HK$66.2 million for the six-month period ended September 30, 2022, reflecting an increase of approximately 10.4%[132][138]. - Staff costs increased to HK$68,171,000, up from HK$56,644,000, representing a rise of 20.4% year-on-year[181]. - Depreciation increased by approximately 68.3% to HK$45.5 million from HK$27.0 million, primarily due to the depreciation of right-of-use assets and leasehold improvements at Pine Residence[71]. Governance and Compliance - The company has complied with the Corporate Governance Code during the six months ended September 30, 2023[160]. - All directors confirmed compliance with the Model Code for securities transactions throughout the period[161]. - No incidents of non-compliance with the Employees Written Guidelines were noted during the review period[162]. Future Outlook and Plans - The company plans to expand its services to home care and community care, aligning with the growing demand for senior care services in Hong Kong[50]. - The company did not have any specific future plans for material investments or capital assets as of September 30, 2023[122]. - There were no major future investment or capital asset plans disclosed as of September 30, 2023[129].

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，概不對因本公告全部 或任何部份內容而產生或因倚賴該等內容而引致的任何損失承擔任何責任。 Pine Care Group Limited 松 齡 護 老 集 團 有 限 公 司 （於開曼群島註冊成立的有限公司） （股份代號：1989） 截至2023年9月30日止六個月 未經審核中期業績公告 松 齡 護 老 集 團 有 限 公 司（「 本 公 司 」及 連 同 其 附 屬 公 司 ， 統 稱「 本 集 團 」）之 董 事 會 （「董事會」）謹此 宣佈本集團截至2023年 9月30 日止六個月的未經審 核綜合中期業 績。本公告載有本公司2023中期報告全文，並符合香港聯合交易所有限公司證券 上市規則中有關中期業績初步公告附載資料之相關規定。 刊發中期業績公告及中期報告 本中期業績公告刊載於香港聯合交易所有限公司網站(www.hkexnews.hk)及本公司 網站(www.pinecaregroup.com)。本公司的2023中期報 ...

Financial Performance - For FY2023, Pine Care Group recorded a loss of HK$27.8 million due to the adverse impact of the COVID-19 situation[27]. - The group reported a loss of HKD 27.8 million for the fiscal year 2023, impacted by the COVID-19 pandemic and asset impairment[33]. - The Group's total revenue for FY2023 was HK$265.3 million, a slight decrease of 0.9% from HK$267.7 million in FY2022[63]. - Revenue from the eight EA1 RCHEs decreased by 3.2% to HK$211.8 million in FY2023, primarily due to a drop in average occupancy rate to 88.9% from 92.7% in FY2022[66][68]. - Revenue from the Silverage Collection increased by 17.3% to HK$53.4 million in FY2023, supported by a rise in average occupancy rate from 59.5% to 71.9%[67]. - The total loss for the year increased to HK$27.8 million in fiscal year 2023, compared to a loss of HK$24.0 million in fiscal year 2022, mainly due to increased finance costs and a non-recurring fair value loss on financial assets[76]. - Core EBITDA for FY2023 amounted to HK$47.8 million, a decrease from HK$53.7 million in FY2022, primarily due to losses in Pine Residence[29]. - Core EBITDA decreased to HK$47.8 million in FY2023 from HK$53.7 million in FY2022, mainly due to operating losses at Pine Residence during its initial ramp-up period[73]. - The core EBITDA to revenue ratio decreased to 18.0% in fiscal year 2023 from 20.1% in fiscal year 2022[79]. - Depreciation expenses rose approximately 11.3% to HK$63.7 million in fiscal year 2023 from HK$57.2 million in fiscal year 2022, attributed to the depreciation of right-of-use assets of Pine Residence[84]. - Staff costs increased by approximately 3.7% to HK$134.7 million in fiscal year 2023, influenced by general salary increments due to a tight manpower situation in the healthcare industry[85]. - Finance costs increased significantly to HK$22.7 million in FY2023 from HK$10.5 million in FY2022, due to the surge in interest rates[102]. - Income tax expense decreased to HK$3.1 million in FY2023 from HK$6.3 million in FY2022, primarily due to lower assessable profits[103]. - Loss for the year attributable to equity holders of the Company was approximately HK$27.8 million in FY2023, compared to a loss of HK$20.6 million in FY2022[104]. Occupancy Rates - The average occupancy rate for the Group's 8 EA1 residential care homes for the elderly was 88.9%, down from 92.7% in FY2022[28]. - The occupancy rate for the Silverage Collection increased by 12.4 percentage points, reaching an average of 71.9% for FY2023[28]. - The average occupancy rate for the eight Class A nursing homes was 88.9% in fiscal year 2023, down from 92.7% in fiscal year 2022[33]. - The average occupancy rate of Pine Care Place and Pine Care Point increased by 12.4 percentage points to 71.9% in FY2023[67]. Strategic Initiatives - The introduction of Chime Corporation Limited as the new controlling shareholder is expected to enhance the value of Pine Care Group through its expertise in property development and asset management[30]. - The company is exploring the Continuing Care Retirement Community (CCRC) concept to provide a sustainable community for elderly care, integrating various services for seniors[48]. - The company aims to expand elite services for ageing-in-place senior care and community care development initiatives[49]. - The Group plans to explore the concept of Continuing Care Retirement Communities to enhance service offerings and meet market demand[52]. - The Group aims to maintain flexibility in business planning and service delivery to provide a wider range of options in the elder care market[52]. - The Group's expansion plans are in place, with confidence in future opportunities and achievements[58]. Leadership and Governance - Mr. Choi Wun Hing Donald was appointed as a non-executive director and Chairman of the Board in October 2022, overseeing corporate development and business strategies[164]. - Mr. Wong Hung Han serves as the Chief Operating Officer, managing property services, human resources, and risk management since joining in 2013[167]. - Mr. Tsang Tin For, appointed in October 2022, is responsible for finance, investment, and treasury functions, bringing over 30 years of experience in finance and risk management[172]. - Mr. Wu Tat Ming Damein, also appointed in October 2022, focuses on investment and business transformation strategies to enhance operations and identify new revenue streams[175]. - The company has a strong leadership team with extensive experience across various sectors, including real estate and finance[181]. - The company has established a robust governance structure with experienced non-executive directors overseeing key functions[164]. - The focus on risk management and crisis management is a priority for the company's operations[167]. - The management team is composed of professionals with significant industry experience and qualifications[199]. - The company is focused on implementing business strategies and executing major projects[187]. - The Group is committed to expanding its elderly care services under Mr. Chan's leadership[184]. Financial Position - Net assets amounted to HK$160.6 million as at 31 March 2023, down from HK$183.5 million as at 31 March 2022[106]. - The adjusted consolidated net assets would have been HK$1,012.9 million as at 31 March 2023, considering the revaluation surplus of HK$852.3 million[107]. - The current ratio remained at approximately 0.2 times as at 31 March 2023, unchanged from 31 March 2022[114]. - Gearing ratio increased to 52.9% as at 31 March 2023 from 50.9% as at 31 March 2022, mainly due to increased debt financing[115]. - Interest-bearing bank borrowings amounted to HK$589.6 million as at 31 March 2023, with various repayment schedules[122]. - Loan from a fellow subsidiary amounted to HK$20.0 million, repayable within one year or on demand[123]. - The carrying amount of pledged assets was HK$599.0 million, down from HK$617.3 million in the previous year[138][140]. - The Group had no material acquisitions or disposals of subsidiaries, associates, or joint ventures during FY2023[129][133]. - The Group did not have any commitments as of March 31, 2023[131][135]. - There were no material contingent liabilities reported as of March 31, 2023[143][150]. - The Group has not used any interest rate swaps to hedge its exposure to interest rate risk[144][151]. - As of March 31, 2023, the Group had no significant investments held[130][134]. Other Operating Metrics - Other operating expenses decreased by approximately 8.7% in fiscal year 2023, primarily due to lower advertising and marketing expenses[92]. - Property rental and related expenses remained stable at HK$9.4 million in fiscal year 2023, compared to HK$9.5 million in fiscal year 2022[91]. - The group confirmed a non-recurring government grant of HK$7.9 million under the Employment Support Scheme for fiscal year 2023[76].

[Company Overview](index=1&type=section&id=Company%20Overview) Pine Care Group Limited, a Cayman Islands-registered company listed on the HKEX, primarily provides elderly care services [Company Information](index=1&type=section&id=Company%20Information) Pine Care Group Limited is a Cayman Islands-registered company listed on the HKEX main board, primarily engaged in providing elderly care services - Company Name: **Pine Care Group Limited** - Place of Registration: **Cayman Islands** - Listing Venue: **Main Board of The Stock Exchange of Hong Kong** (Stock Code: 1989) - Principal Business: Provision of **elderly care services** [Business Outlook](index=2&type=section&id=Business%20Outlook) Despite challenges in FY2023, the company maintained robust operations, focusing on human-centric health and elderly care, expanding services, and leveraging new shareholder resources - Business operations in FY2023 remained **stable and flexible**, demonstrating high resilience[3](index=3&type=chunk) - Future plans include collaborating with the Board and management to develop health and elderly care businesses under a **'people-oriented' philosophy**, offering elderly-friendly and green facilities, and providing community services for the elderly[5](index=5&type=chunk) - The introduction of Saming Limited and its subsidiaries (the **'Chinachem Group'**) as the new controlling shareholder will leverage their resources and expertise to **enhance Pine Care Group's value**[10](index=10&type=chunk) - Plans include expanding excellent services to **home-based elderly care**, community care development programs, and implementing the concept of **continuing care retirement communities**[16](index=16&type=chunk)[216](index=216&type=chunk) [Financial Summary](index=1&type=section&id=Financial%20Summary) FY2023 revenue remained stable at HK$265.3 million, but the company recorded a HK$27.8 million loss, primarily due to finance costs and fair value losses on financial assets FY2023 Financial Summary | Metric | FY2023 (million HKD) | FY2022 (million HKD) | | :----------- | :------------------- | :------------------- | | Revenue | 265.3 | 267.7 | | Loss | 27.8 | - | | Core EBITDA | 47.8 | 53.7 | - FY2023 loss of **HK$27.8 million**, primarily due to **finance costs of HK$22.7 million** and a **non-recurring fair value loss of HK$15.2 million** on financial assets, partially offset by a **HK$7.9 million subsidy** from the Employment Support Scheme[7](index=7&type=chunk) - Core EBITDA decreased to **HK$47.8 million** (FY2022: HK$53.7 million), mainly due to **initial operating losses from Pine Care Place**[7](index=7&type=chunk)[202](index=202&type=chunk) [Management Report](index=2&type=section&id=Management%20Report) [Chairman's Statement](index=2&type=section&id=Chairman's%20Statement) The Chairman's Statement highlights robust business operations in a challenging FY2023, strong core business performance, the introduction of Chinachem Group as a new controlling shareholder, and future expansion into home and community care services - FY2023 remained challenging for many industries, but the company's business operations continued to be **stable, flexible, and highly resilient**[3](index=3&type=chunk) - Core business remained strong, with an average occupancy rate of **88.9%** for 8 Type A elderly care homes in FY2023 (FY2022: 92.7%)[9](index=9&type=chunk) - The occupancy rate for Pine Care Place (Pine Care Villa and Pine Care Lodge) recorded a **double-digit increase of 12.4 percentage points** to **71.9%** in FY2023[9](index=9&type=chunk) - The introduction of Saming Limited and its subsidiaries (the **'Chinachem Group'**) as the new controlling shareholder will leverage their resources and expertise to **enhance Pine Care Group's value**[10](index=10&type=chunk) - Pine Care Place commenced operations in December 2022, positioned as the new flagship of Pine Care Place, offering **high-end elderly care services**[13](index=13&type=chunk)[39](index=39&type=chunk) - Future plans include exploring the concept of **continuing care retirement communities** and expanding excellent services to **home-based elderly care** and community care development programs[16](index=16&type=chunk)[216](index=216&type=chunk) [Business Overview](index=2&type=section&id=Business%20Overview) Despite a challenging FY2023, the company maintained robust and flexible operations, prioritizing resident well-being, with strong core business performance and high occupancy rates in its elderly care homes - FY2023 remained challenging for many industries, but the company's business operations continued to be **stable and flexible**, maintaining high resilience[3](index=3&type=chunk) - The company is committed to providing **quality care services**, prioritizing the well-being of its residents[9](index=9&type=chunk) - Core business remained strong, with an average occupancy rate of **88.9%** for 8 Type A elderly care homes in FY2023 (FY2022: 92.7%)[9](index=9&type=chunk) - The occupancy rate for Pine Care Place (Pine Care Villa and Pine Care Lodge) recorded a **double-digit increase of 12.4 percentage points** to **71.9%** in FY2023[9](index=9&type=chunk) [Strategic Focus and Future Outlook](index=2&type=section&id=Strategic%20Focus%20and%20Future%20Outlook) The company introduced Chinachem Group as a new controlling shareholder to optimize value, opened a new flagship Pine Care Place, and plans to expand into home and community care services while exploring continuing care retirement communities - The company introduced Saming Limited and its subsidiaries (the **'Chinachem Group'**) as the new controlling shareholder, leveraging their resources and expertise to **enhance Pine Care Group's value**[10](index=10&type=chunk) - Pine Care Place commenced operations in December 2022, positioned as the new flagship of Pine Care Place, offering the **highest quality and comprehensive care services**[13](index=13&type=chunk)[39](index=39&type=chunk) - Pine Care Place, located in a prime location on Hong Kong Island, is equipped with professional care staff and advanced technology to provide the **highest standard of elderly care**[224](index=224&type=chunk) - Future plans include exploring the concept of **continuing care retirement communities** and expanding excellent services to **home-based elderly care** and community care development programs[16](index=16&type=chunk)[216](index=216&type=chunk) [Business Review](index=18&type=section&id=Business%20Review) The Group's revenue, primarily from elderly care services and related goods in Hong Kong, remained stable at HK$265.3 million in FY2023, with increased occupancy in Pine Care Place offsetting declines in other care homes - The Group's revenue primarily derives from providing **elderly care services** in Hong Kong (including accommodation, professional nursing, nutritional management, medical services, psychological and social care, personalized care plans) and **selling age-related goods**[100](index=100&type=chunk) Total Revenue | Metric | FY2023 (million HKD) | FY2022 (million HKD) | | :----------- | :------------------- | :------------------- | | Total Revenue | 265.3 | 267.7 | - Revenue stability was mainly due to **satisfactory growth in revenue and occupancy rate at Pine Care Villa**, offsetting reduced revenue from other elderly care homes[101](index=101&type=chunk) Average Occupancy Rate of Elderly Care Homes | Type of Elderly Care Home | FY2023 Average Occupancy Rate | FY2022 Average Occupancy Rate | | :------------------------ | :---------------------------- | :---------------------------- | | Type A Elderly Care Homes | 88.9% | 92.7% | | Pine Care Place | 71.9% | 59.5% | - Revenue from Pine Care Place (Pine Care Villa, Pine Care Lodge, and Pine Care Place) increased from **HK$45.5 million** in FY2022 to **HK$53.4 million**[102](index=102&type=chunk) [Core Business Performance](index=18&type=section&id=Core%20Business%20Performance) The Group operates eight Type A and two high-end Pine Care Place elderly care homes in Hong Kong, experiencing increasing demand for quality elderly care despite short-term impacts from the pandemic - The Group's operations in Hong Kong primarily include **eight Type A elderly care homes** and **two high-end Pine Care Place elderly care homes** (Pine Care Villa and Pine Care Lodge)[129](index=129&type=chunk) - Despite the short-term impact of the fifth wave of COVID-19 on the elderly population and care home occupancy, the **demand for high-quality elderly care services is increasing** due to Hong Kong's aging population[130](index=130&type=chunk) Revenue from Type A Elderly Care Homes | Metric | FY2023 (million HKD) | FY2022 (million HKD) | | :----------- | :------------------- | :------------------- | | Total Revenue | 211.8 | 218.7 | [New Business Development](index=18&type=section&id=New%20Business%20Development) The new flagship Pine Care Place elderly care home in Causeway Bay commenced trial operations in December 2022, contributing to a significant increase in the average occupancy rate of Pine Care Place facilities - The new flagship Pine Care Place elderly care home in Causeway Bay, Hong Kong Island, commenced **trial operations in December 2022**[129](index=129&type=chunk) - The average occupancy rate for Pine Care Place (Pine Care Villa, Pine Care Lodge, and Pine Care Place) increased by **12.4 percentage points** from 59.5% in FY2022 to **71.9%** in FY2023[102](index=102&type=chunk) [Performance Review](index=19&type=section&id=Performance%20Review) The loss for FY2023 increased to HK$27.8 million, primarily due to higher finance costs and fair value losses on financial assets, partially offset by government subsidies and the absence of share of loss from a joint venture, while Core EBITDA decreased due to initial operating losses from Pine Care Place Loss for the Year and Core EBITDA | Metric | FY2023 (million HKD) | FY2022 (million HKD) | | :----------- | :------------------- | :------------------- | | Loss for the Year | (27.8) | (24.0) | | Core EBITDA | 47.8 | 53.7 | - The increase in loss was mainly due to a **HK$12.2 million increase in finance costs** to HK$22.7 million and a **non-recurring fair value loss of HK$15.2 million** on financial assets in FY2023[106](index=106&type=chunk) - The loss was partially offset by a **non-recurring subsidy of HK$7.9 million** from the HKSAR Government's Employment Support Scheme and the **absence of share of loss from a joint venture** in FY2023 (FY2022: HK$13.3 million)[106](index=106&type=chunk) - The decrease in Core EBITDA was mainly due to **operating losses incurred by Pine Care Place** in its initial operational phase; excluding the impact of Pine Care Place, Core EBITDA remained stable[134](index=134&type=chunk) [Financial Review](index=20&type=section&id=Financial%20Review) The Group's FY2023 financial performance was marked by increased depreciation due to Pine Care Place, higher staff costs from industry-wide labor shortages, reduced inter-professional team fees, significantly higher finance costs from rising interest rates, and lower income tax expense due to reduced taxable profit Key Financial Data Changes | Metric | FY2023 (million HKD) | FY2022 (million HKD) | Change (YoY) | | :----------------- | :------------------- | :------------------- | :----------- | | Depreciation | 63.7 | 57.2 | +11.3% | | Total Staff Costs | 134.7 | 130.0 | +3.7% | | Inter-professional Team Fees | 12.6 | 15.3 | -17.9% | | Finance Costs | 22.7 | 10.5 | +116.2% | | Income Tax Expense | 3.1 | 6.3 | -50.8% | | Loss for the Year (Parent) | (27.8) | (20.6) | +34.9% | - Depreciation increased primarily due to **depreciation of right-of-use assets for Pine Care Place**[109](index=109&type=chunk) - Staff costs increased mainly due to **overall salary increases** resulting from labor shortages in the healthcare industry, despite government subsidies[110](index=110&type=chunk) - Inter-professional team fees decreased primarily due to **reduced reliance on employment agencies** as the Group directly hired more care workers[139](index=139&type=chunk) - Finance costs significantly increased mainly due to **rising effective interest rates** during the year[115](index=115&type=chunk) - Income tax expense decreased primarily due to **reduced taxable profit**[143](index=143&type=chunk) - An impairment of **HK$5.4 million** was recognized for amounts due from a joint venture due to its termination of operations[113](index=113&type=chunk) - A fair value loss of **HK$15.5 million** on unlisted equity securities was recorded due to minimal recovery prospects for the investment[114](index=114&type=chunk) [Revenue and Other Income](index=12&type=section&id=Revenue%20and%20Other%20Income) The Group's total revenue for FY2023 was HK$265,269 thousand, primarily from elderly care services and age-related goods, with HK$111,501 thousand from the Hong Kong Government's Enhanced Buy-out Scheme, and other income mainly from COVID-19 related rent concessions Revenue Composition | Item | 2023 (thousand HKD) | 2022 (thousand HKD) | | :----------------------- | :------------------ | :------------------ | | Provision of elderly care services | 233,657 | 237,276 | | Sale of age-related goods | 31,612 | 30,473 | | **Total Revenue** | **265,269** | **267,749** | - In FY2023, **HK$111,501 thousand** of revenue was generated from the Hong Kong Government's Enhanced Buy-out Scheme (2022: HK$110,509 thousand), accounting for over 10% of the Group's revenue[61](index=61&type=chunk) Other Income | Item | 2023 (thousand HKD) | 2022 (thousand HKD) | | :----------------------- | :------------------ | :------------------ | | Bank interest income | 33 | - | | Rental income | 666 | 628 | | COVID-19 related rent concession | 3,910 | - | | Total Other Income | 4,609 | 628 | [Key Operating Expenses](index=21&type=section&id=Key%20Operating%20Expenses) The Group's key operating expenses in FY2023 saw an 11.3% increase in depreciation due to Pine Care Place, a 3.7% rise in total staff costs from labor shortages, and a 17.9% decrease in inter-professional team fees due to direct hiring Changes in Key Operating Expenses | Expense Item | FY2023 (million HKD) | FY2022 (million HKD) | Change (YoY) | | :----------------------- | :------------------- | :------------------- | :----------- | | Depreciation | 63.7 | 57.2 | +11.3% | | Total Staff Costs (net of subsidies) | 115.9 | 117.8 | -1.6% | | Inter-professional Team Fees | 12.6 | 15.3 | -17.9% | | Property Rental and Related Expenses | 9.4 | 9.5 | -1.1% | | Other Operating Expenses | 15.4 | 16.8 | -8.7% | - Depreciation increased primarily due to **depreciation of right-of-use assets for Pine Care Place**[109](index=109&type=chunk) - Total staff costs (before government subsidies) increased by approximately **3.7% to HK$134.7 million**, mainly due to **overall salary increases** resulting from labor shortages in the healthcare industry in FY2023[110](index=110&type=chunk) - Inter-professional team fees decreased primarily due to **reduced reliance on employment agencies** as the Group directly hired more care workers[139](index=139&type=chunk) - Other operating expenses decreased by approximately **8.7%**, mainly due to **reduced advertising and marketing expenses** in FY2023[141](index=141&type=chunk) [Impairment and Fair Value Changes](index=19&type=section&id=Impairment%20and%20Fair%20Value%20Changes) In FY2023, the Group recognized an impairment of HK$5.4 million on receivables from a joint venture due to its termination and a fair value loss of HK$15.2 million on financial assets due to minimal recovery prospects - An impairment of **HK$5.4 million** was recognized for amounts due from a joint venture in FY2023 due to the joint venture's termination of operations[104](index=104&type=chunk)[113](index=113&type=chunk) - A fair value loss of **HK$15.2 million** on financial assets measured at fair value through profit or loss was recorded during the year, primarily due to minimal recovery prospects for unlisted equity securities[7](index=7&type=chunk)[106](index=106&type=chunk)[114](index=114&type=chunk) [Finance Costs and Taxation](index=22&type=section&id=Finance%20Costs%20and%20Taxation) Finance costs significantly increased to HK$22.7 million in FY2023 due to rising effective interest rates, while income tax expense decreased to HK$3.1 million due to reduced taxable profit Finance Costs and Income Tax Expense | Item | FY2023 (million HKD) | FY2022 (million HKD) | | :--------------- | :------------------- | :------------------- | | Finance Costs | 22.7 | 10.5 | | Income Tax Expense | 3.1 | 6.3 | - Finance costs significantly increased mainly due to **rising effective interest rates** during the year[115](index=115&type=chunk) - Income tax expense decreased primarily due to **reduced taxable profit**[143](index=143&type=chunk) [Loss for the Year](index=22&type=section&id=Loss%20for%20the%20Year) The loss for the year attributable to owners of the parent increased to HK$27.8 million in FY2023 Loss for the Year Attributable to Owners of the Parent | Item | FY2023 (million HKD) | FY2022 (million HKD) | | :--------- | :------------------- | :------------------- | | Loss for the Year | (27.8) | (20.6) | [Financial Statements](index=6&type=section&id=Financial%20Statements) [Consolidated Statement of Profit or Loss](index=6&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss) For the year ended March 31, 2023, the Group recorded revenue of HK$265,269 thousand, a slight decrease from HK$267,749 thousand in 2022, with the loss for the year widening to HK$27,781 thousand from HK$23,989 thousand in 2022, mainly due to finance costs and fair value changes of financial assets Consolidated Statement of Profit or Loss Summary | Metric | 2023 (thousand HKD) | 2022 (thousand HKD) | | :--------------- | :------------------ | :------------------ | | Revenue | 265,269 | 267,749 | | Loss Before Tax | (24,695) | (17,668) | | Income Tax Expense | (3,086) | (6,321) | | Loss for the Year | (27,781) | (23,989) | | Attributable to Owners of the Parent | (27,781) | (20,633) | | Basic Loss Per Share (HK cents) | (3.1) | (2.3) | [Consolidated Statement of Comprehensive Income](index=7&type=section&id=Consolidated%20Statement%20of%20Comprehensive%20Income) For the year ended March 31, 2023, the Group's total comprehensive loss widened to HK$27,513 thousand from HK$24,024 thousand in 2022, with other comprehensive income primarily including the release of exchange reserve upon disposal of a subsidiary Consolidated Statement of Comprehensive Income Summary | Metric | 2023 (thousand HKD) | 2022 (thousand HKD) | | :--------------- | :------------------ | :------------------ | | Loss for the Year | (27,781) | (23,989) | | Other Comprehensive Income/(Loss) | 268 | (35) | | Total Comprehensive Loss for the Year | (27,513) | (24,024) | | Attributable to Owners of the Parent | (27,513) | (20,651) | [Consolidated Statement of Financial Position](index=8&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2023, the Group's total assets slightly increased to HK$1,108,264 thousand from HK$1,088,910 thousand in 2022, while net current liabilities expanded to HK$184,798 thousand from HK$155,304 thousand, and total equity decreased to HK$160,588 thousand from HK$183,485 thousand Consolidated Statement of Financial Position Summary | Metric | 2023 (thousand HKD) | 2022 (thousand HKD) | | :--------------- | :------------------ | :------------------ | | Total Non-Current Assets | 1,069,336 | 1,019,059 | | Total Current Assets | 38,928 | 40,997 | | Assets Held for Sale | - | 28,854 | | **Total Assets** | **1,108,264** | **1,088,910** | | Total Current Liabilities | 223,726 | 196,301 | | Total Non-Current Liabilities | 723,950 | 676,075 | | **Total Liabilities** | **947,676** | **905,425** | | Total Equity | 160,588 | 183,485 | | Net Current Liabilities | (184,798) | (155,304) | [Notes to the Financial Statements](index=10&type=section&id=Notes%20to%20the%20Financial%20Statements) [Company and Group Information](index=10&type=section&id=Company%20and%20Group%20Information) The Company is an investment holding company primarily engaged in providing elderly care services, incorporated in the Cayman Islands and listed on the Main Board of The Stock Exchange of Hong Kong - The Company is an investment holding company, primarily engaged in providing **elderly care services**[30](index=30&type=chunk) - The Company was incorporated in the **Cayman Islands** and is listed on the **Main Board of The Stock Exchange of Hong Kong**[55](index=55&type=chunk)[78](index=78&type=chunk) [Basis of Preparation and Accounting Policies](index=10&type=section&id=Basis%20of%20Preparation%20and%20Accounting%20Policies) The consolidated financial statements are prepared on a going concern basis, adhering to Hong Kong Financial Reporting Standards and the Hong Kong Companies Ordinance, using the historical cost convention except for financial assets measured at fair value, with no significant impact expected from new standards - The consolidated financial statements are prepared on a **going concern basis**, with directors having reviewed cash flow forecasts and deeming the Group to have sufficient working capital for the next twelve months[31](index=31&type=chunk)[57](index=57&type=chunk) - The ultimate holding company of the Group's major shareholder, Saming Limited, has confirmed its intention to **provide financial support for the Group's continued operation**[207](index=207&type=chunk) - The financial statements are prepared in accordance with **Hong Kong Financial Reporting Standards** issued by the HKICPA and the disclosure requirements of the Hong Kong Companies Ordinance[58](index=58&type=chunk) - The financial statements are prepared under the **historical cost convention**, except for investments in insurance contracts measured at surrender cash value and financial assets measured at fair value through profit or loss[58](index=58&type=chunk) - The Group has assessed the impact of new and revised standards and interpretations, expecting **no significant impact** on its results and financial position[59](index=59&type=chunk) [Operating Segment Information](index=12&type=section&id=Operating%20Segment%20Information) The Group has only one reportable operating segment, which is the provision of elderly care home and elderly care services, including the sale of related goods, thus no further operating segment analysis is presented - The Group has only one reportable operating segment, which is the provision of **elderly care home and elderly care services** (including the sale of related goods to provide such services)[84](index=84&type=chunk) [Revenue, Other Income and Net Gains](index=12&type=section&id=Revenue,%20Other%20Income%20and%20Net%20Gains) The Group's total revenue for FY2023 was HK$265,269 thousand, primarily from providing elderly care services and selling age-related goods, with HK$111,501 thousand from the Hong Kong Government's Enhanced Buy-out Scheme, and other income and net gains totaling HK$4,726 thousand, mainly from COVID-19 related rent concessions Revenue Composition | Item | 2023 (thousand HKD) | 2022 (thousand HKD) | | :----------------------- | :------------------ | :------------------ | | Provision of elderly care services | 233,657 | 237,276 | | Sale of age-related goods | 31,612 | 30,473 | | **Total Revenue** | **265,269** | **267,749** | - For the year ended March 31, 2023, **HK$111,501 thousand** of revenue was generated from the Hong Kong Government's Enhanced Buy-out Scheme (2022: HK$110,509 thousand), accounting for over 10% of the Group's revenue[61](index=61&type=chunk) Other Income and Net Gains | Item | 2023 (thousand HKD) | 2022 (thousand HKD) | | :----------------------- | :------------------ | :------------------ | | Bank interest income | 33 | - | | Rental income | 666 | 628 | | COVID-19 related rent concession | 3,910 | - | | Total Other Income | 4,726 | 945 | [Loss Before Tax](index=13&type=section&id=Loss%20Before%20Tax) The Group's loss before tax was HK$24,695 thousand, influenced by depreciation, staff costs, finance costs, impairment of receivables from a joint venture, and fair value changes of financial assets, partially offset by government subsidies from the Employment Support Scheme and other sources Loss Before Tax Components | Item | 2023 (thousand HKD) | 2022 (thousand HKD) | | :--------------------------------- | :------------------ | :------------------ | | Cost of goods sold and consumables | 19,350 | 17,850 | | Depreciation | 63,711 | 57,247 | | Staff costs (net of government grants) | 115,919 | 117,803 | | Impairment of amounts due from a joint venture | 5,404 | 9,910 | | Fair value changes of financial assets at FVTPL | 15,227 | 63 | | Finance costs | 22,689 | 10,477 | | Government grants from Employment Support Scheme | (7,948) | - | | Other government grants | (10,870) | (12,189) | [Income Tax Expense](index=14&type=section&id=Income%20Tax%20Expense) The Group's FY2023 income tax expense significantly decreased to HK$3,086 thousand from HK$6,321 thousand in 2022, primarily due to reduced taxable profit, with Hong Kong profits tax provisioned at 16.5% and eligible subsidiaries taxed at 8.25% for the first HK$2,000,000 of assessable profits Income Tax Expense | Item | 2023 (thousand HKD) | 2022 (thousand HKD) | | :----------------------- | :------------------ | :------------------ | | Current — Hong Kong | 4,709 | 5,594 | | Under/(Over) provision in prior years | 580 | (54) | | Deferred | (2,203) | 781 | | **Total Tax Expense for the Year** | **3,086** | **6,321** | - Hong Kong profits tax is provided at a rate of **16.5%** on the estimated assessable profits arising in Hong Kong during the year[67](index=67&type=chunk) - Under the two-tiered profits tax regime, eligible subsidiaries are taxed at **8.25%** on the first HK$2,000,000 of assessable profits[67](index=67&type=chunk) [Dividends](index=14&type=section&id=Dividends) The Board does not recommend the payment of a dividend for the year ended March 31, 2023 (2022: nil) - The Board does not recommend the payment of a dividend for the year ended March 31, 2023 (2022: nil)[88](index=88&type=chunk) [Loss Per Share](index=14&type=section&id=Loss%20Per%20Share) For the year ended March 31, 2023, basic loss per share attributable to owners of the parent widened to 3.1 HK cents from 2.3 HK cents in 2022, with no adjustment for dilutive potential ordinary shares as share options were anti-dilutive Loss Per Share | Metric | 2023 (HK cents) | 2022 (HK cents) | | :--------------- | :-------------- | :-------------- | | Basic and Diluted Loss Per Share | (3.1) | (2.3) | - The basic loss per share amount is calculated based on the loss for the year attributable to ordinary equity holders of the parent of **HK$27,781 thousand** (2022: HK$20,633 thousand) and the weighted average number of ordinary shares in issue of **902,880,000 shares** during the year[89](index=89&type=chunk) - No adjustment has been made to the basic loss per share amount presented as the Group had no potential dilutive ordinary shares in 2023 due to the Company's share options being **anti-dilutive**[68](index=68&type=chunk) [Property, Plant and Equipment](index=14&type=section&id=Property,%20Plant%20and%20Equipment) For the year ended March 31, 2023, the Group added HK$145,013 thousand in property, plant and equipment, including HK$96,314 thousand in right-of-use assets, with land and buildings totaling HK$598,959 thousand pledged as collateral for general banking facilities Additions to Property, Plant and Equipment | Item | 2023 (thousand HKD) | 2022 (thousand HKD) | | :--------------- | :------------------ | :------------------ | | Total Additions | 145,013 | 261,626 | | Of which: Right-of-use assets | 96,314 | 204,663 | - As of March 31, 2023, the Group's land and buildings with a total carrying amount of **HK$598,959 thousand** (2022: HK$617,313 thousand) were pledged as collateral for the Group's general banking facilities[68](index=68&type=chunk) [Trade Receivables](index=15&type=section&id=Trade%20Receivables) As of March 31, 2023, the Group's total trade receivables increased to HK$10,057 thousand from HK$7,762 thousand in 2022, with most receivables aged within three months Ageing Analysis of Trade Receivables | Ageing | 2023 (thousand HKD) | 2022 (thousand HKD) | | :--------- | :------------------ | :------------------ | | Within 1 month | 4,247 | 2,958 | | 1 to 2 months | 3,352 | 3,155 | | 2 to 3 months | 2,450 | 1,001 | | Over 3 months | 8 | 648 | | **Total** | **10,057** | **7,762** | [Goodwill](index=15&type=section&id=Goodwill) As of March 31, 2023, the Group's net carrying amount of goodwill remained stable at HK$33,833 thousand, consistent with 2022 Net Carrying Amount of Goodwill | Item | 2023 (thousand HKD) | 2022 (thousand HKD) | | :--------- | :------------------ | :------------------ | | Cost | 33,833 | 33,833 | | Accumulated Impairment | - | - | | **Net Carrying Amount** | **33,833** | **33,833** | [Trade Payables](index=15&type=section&id=Trade%20Payables) As of March 31, 2023, the Group's total trade payables increased to HK$3,088 thousand from HK$1,272 thousand in 2022, with trade payables being non-interest bearing and generally having a 30-day payment term Ageing Analysis of Trade Payables | Ageing | 2023 (thousand HKD) | 2022 (thousand HKD) | | :------- | :------------------ | :------------------ | | Within 1 month | 3,088 | 1,272 | - Trade payables are **non-interest bearing** and generally have a **30-day payment term**[72](index=72&type=chunk) [Share Capital](index=16&type=section&id=Share%20Capital) As of March 31, 2023, the Company's issued and fully paid share capital was HK$9,029 thousand, comprising 902,880,000 ordinary shares of HK$0.01 each, consistent with 2022 Share Capital Structure | Item | 2023 (thousand HKD) | 2022 (thousand HKD) | | :--------------- | :------------------ | :------------------ | | Authorized Share Capital | 50,000 | 50,000 | | Issued and Fully Paid Share Capital | 9,029 | 9,029 | - The issued and fully paid share capital consists of **902,880,000 ordinary shares** of HK$0.01 each[73](index=73&type=chunk) [Disposal of a Subsidiary](index=16&type=section&id=Disposal%20of%20a%20Subsidiary) In March 2022, the Group entered into a sale and purchase agreement with Yada International Group (Hong Kong) Limited to dispose of a 49% interest in Pine Care Yada Hong Kong and a 100% interest in Yada China, with the disposal completed in April 2022, resulting in the release of an exchange reserve of HK$268 thousand in FY2023 - The Group held a 51% interest in Pine Care Yada Elderly Care Services Limited (**'Pine Care Yada Hong Kong'**), which established a wholly-owned subsidiary in Zhejiang Province, China (**'Yada China'**)[96](index=96&type=chunk) - In March 2022, the Group entered into a sale and purchase agreement with Yada Hong Kong to purchase 49% of Pine Care Yada Hong Kong and dispose of 100% of Yada China for a cash consideration of **HK$100**[73](index=73&type=chunk) - The disposal was completed in April 2022, resulting in the release of an exchange reserve of **HK$268 thousand** in FY2023[46](index=46&type=chunk)[49](index=49&type=chunk)[97](index=97&type=chunk) [Events After the Reporting Period](index=17&type=section&id=Events%20After%20the%20Reporting%20Period) On April 12, 2023, the Group entered into lease agreements for two elderly care homes with total basic rent of approximately HK$87.5 million, which was treated as an adjusting event, recognizing a right-of-use asset of HK$77.6 million in the consolidated statement of financial position as of March 31, 2023 - On April 12, 2023, the Group entered into lease agreements with a third party for the continued leasing of two elderly care homes operated by the Group, with total basic rent payable of approximately **HK$87.5 million**[98](index=98&type=chunk) - This lease agreement relates to the **renewal of existing leases** and is considered an adjusting event[98](index=98&type=chunk) - The Group recognized a right-of-use asset of **HK$77.6 million** as a lease modification in the consolidated statement of financial position as of March 31, 2023[98](index=98&type=chunk) [Liquidity, Financial and Capital Resources](index=23&type=section&id=Liquidity,%20Financial%20and%20Capital%20Resources) [Net Assets](index=23&type=section&id=Net%20Assets) As of March 31, 2023, the Group's net assets decreased to HK$160.6 million from HK$183.5 million in 2022, while adjusted consolidated net assets were HK$1,012.9 million, including an illustrative revaluation surplus of HK$852.3 million for land and buildings Net Assets | Item | 2023 (million HKD) | 2022 (million HKD) | | :--------- | :----------------- | :----------------- | | Net Assets | 160.6 | 183.5 | Adjusted Consolidated Net Assets | Item | 2023 (thousand HKD) | 2022 (thousand HKD) | | :----------------------- | :------------------ | :------------------ | | Net Assets | 160,588 | 183,485 | | Illustrative Revaluation Surplus of Land and Buildings | 852,341 | 917,961 | | **Adjusted Consolidated Net Assets** | **1,012,929** | **1,101,446** | - Adjusted consolidated net assets were **HK$1,012.9 million**, after incorporating an illustrative revaluation surplus of **HK$852.3 million** (representing a premium over the total valuation of HK$1,451.3 million) for the Group's land and buildings with a carrying amount of HK$599.0 million as of March 31, 2023[173](index=173&type=chunk) [Liquidity Ratios](index=24&type=section&id=Liquidity%20Ratios) As of March 31, 2023, the Group's cash and bank balances were HK$23.4 million, net current liabilities were HK$184.8 million, and the current ratio remained at approximately 0.2 times, with the expansion of net current liabilities primarily due to increased debt financing for the Pine Care Place project Liquidity Ratios | Metric | 2023 (million HKD) | 2022 (million HKD) | | :--------------- | :----------------- | :----------------- | | Cash and Bank Balances | 23.4 | 29.1 | | Net Current Liabilities | 184.8 | 155.3 | | Current Ratio | 0.2 times | 0.2 times | - The expansion of net current liabilities was mainly due to **increased debt financing related to the Pine Care Place project** in FY2023[149](index=149&type=chunk) [Borrowings and Capital Structure](index=24&type=section&id=Borrowings%20and%20Capital%20Structure) As of March 31, 2023, the Group's interest-bearing bank borrowings totaled HK$589.6 million, mostly secured by land and buildings, leading to an increased gearing ratio of 52.9% due to debt financing for the Pine Care Place project, while the Company's capital structure remained unchanged - As of March 31, 2023, the Group's interest-bearing bank borrowings amounted to **HK$589.6 million**[148](index=148&type=chunk) - Most interest-bearing bank borrowings are **secured by the Group's land and buildings**[148](index=148&type=chunk) Gearing Ratio | Metric | 2023 | 2022 | | :----------- | :---- | :---- | | Gearing Ratio | 52.9% | 50.9% | - The increase in gearing ratio was mainly due to **increased debt financing related to the Pine Care Place project** in FY2023[149](index=149&type=chunk) - In FY2023, there were **no changes to the Company's capital structure**, which includes ordinary shares and other reserves[121](index=121&type=chunk) [Capital Expenditure](index=24&type=section&id=Capital%20Expenditure) Total capital expenditure for FY2023 was HK$39.3 million, primarily allocated to renovation works for Pine Care Place and other elderly care homes Total Capital Expenditure | Item | FY2023 (million HKD) | FY2022 (million HKD) | | :--------------- | :------------------- | :------------------- | | Total Capital Expenditure | 39.3 | 40.2 | - Capital expenditure was primarily used for **renovation works for Pine Care Place** and elderly care homes[178](index=178&type=chunk) [Significant Acquisitions and Disposals](index=25&type=section&id=Significant%20Acquisitions%20and%20Disposals) Except as disclosed in Note 14 of this announcement, the Group did not undertake any significant acquisitions or disposals of subsidiaries, associates, and joint ventures in FY2023 - Except as disclosed in Note 14 of this announcement, the Group did not undertake any **significant acquisitions or disposals of subsidiaries, associates, and joint ventures** in FY2023[152](index=152&type=chunk) [Significant Investments Held](index=25&type=section&id=Significant%20Investments%20Held) The Group did not hold any significant investments in FY2023 - The Group did not hold any **significant investments** in FY2023[153](index=153&type=chunk) [Commitments and Contingent Liabilities](index=25&type=section&id=Commitments%20and%20Contingent%20Liabilities) As of March 31, 2023, the Group had no commitments or significant contingent liabilities - As of March 31, 2023, the Group had **no commitments**[154](index=154&type=chunk) - As of March 31, 2023, the Group had **no significant contingent liabilities**[181](index=181&type=chunk) [Pledge of Assets](index=25&type=section&id=Pledge%20of%20Assets) As of March 31, 2023, land and buildings and construction in progress with a total carrying amount of HK$599.0 million, along with insurance contract investments with a carrying amount of HK$3.5 million, were pledged as collateral for the Group's general banking facilities - As of March 31, 2023, land and buildings and construction in progress with a total carrying amount of **HK$599.0 million** (March 31, 2022: HK$617.3 million), and insurance contract investments with a carrying amount of **HK$3.5 million** (March 31, 2022: HK$3.4 million) were pledged as collateral for the Group's general banking facilities[179](index=179&type=chunk) [Future Investment Plans](index=25&type=section&id=Future%20Investment%20Plans) Except for business projects disclosed in the "Chairman's Statement" section, the Group had no specific future plans for significant investments or capital assets as of March 31, 2023, and will fund these projects with internal resources and available bank financing - Except for business projects disclosed in the "Chairman's Statement" section, as of March 31, 2023, the Group had **no specific future plans for significant investments or capital assets**[180](index=180&type=chunk) - The Group will fund these business projects with **internally generated funds and available bank financing**[180](index=180&type=chunk) [Risk Management](index=26&type=section&id=Risk%20Management) [Interest Rate Risk](index=26&type=section&id=Interest%20Rate%20Risk) The Group's interest rate risk primarily relates to bank loans indexed to HIBOR or prime lending rates, managed by closely monitoring rate changes and reviewing bank facilities, without using interest rate swaps for hedging - The interest rate risk assumed by the Group primarily relates to its bank loans bearing interest at **HIBOR or prime lending rates**[182](index=182&type=chunk) - The Group mitigates risk by **closely monitoring changes in interest rates** and reviewing its bank facilities regularly[182](index=182&type=chunk) - The Group does not use any **interest rate swaps to hedge interest rate risk**[182](index=182&type=chunk) - As of March 31, 2023, if borrowing interest rates were to reasonably increase/decrease by **75 basis points**, the profit after tax for the year would decrease/increase by **HK$3.7 million** due to increased/decreased bank borrowing interest expense[157](index=157&type=chunk) [Liquidity Risk](index=26&type=section&id=Liquidity%20Risk) The Group aims to balance funding continuity and flexibility through bank loans and has established bank facilities for contingencies - The Group's objective is to achieve a balance between **funding continuity and flexibility** through the use of bank loans[158](index=158&type=chunk) - The Group has arranged **bank facilities for contingency purposes**[158](index=158&type=chunk) [Credit Risk](index=26&type=section&id=Credit%20Risk) The Group transacts only with recognized and reputable third parties, conducts credit assessments for all credit-term customers, continuously monitors receivable balances, and has no high concentration of credit risk related to financial assets - The Group only transacts with **recognized and reputable third parties**[159](index=159&type=chunk) - All customers intending to transact on credit terms undergo a **credit assessment process**, and receivable balances are continuously monitored[159](index=159&type=chunk) - The Group has **no high concentration of credit risk** related to its financial assets[183](index=183&type=chunk) [Foreign Exchange Risk](index=26&type=section&id=Foreign%20Exchange%20Risk) The Group does not face significant foreign exchange risk and therefore has no foreign exchange hedging policy - The Group does not face **significant foreign exchange risk**, and therefore has no foreign exchange hedging policy[184](index=184&type=chunk) [Employees and Remuneration Policy](index=26&type=section&id=Employees%20and%20Remuneration%20Policy) [Employees and Remuneration Policy](index=26&type=section&id=Employees%20and%20Remuneration%20Policy) As of March 31, 2023, the Group had 488 full-time and part-time employees with staff costs of HK$134.7 million, committed to competitive, performance-linked remuneration, and has adopted a share option scheme to attract and retain talent, with director remuneration determined by the Remuneration Committee based on experience, responsibilities, workload, time commitment, operating results, and market data Employee Count and Costs | Item | As of March 31, 2023 | As of March 31, 2022 | | :--------- | :------------------- | :------------------- | | Number of Employees | 488 | 504 | | Staff Costs (excluding government grants) | HK$134.7 million | HK$130.0 million | - The Group is committed to ensuring that employee remuneration levels are **competitive**, linked to performance, and referenced against the Group's profitability, prevailing industry remuneration benchmarks, and market conditions[186](index=186&type=chunk) - The Group has adopted a **share option scheme** to encourage eligible participants to enhance individual performance and efficiency for the Group's benefit, thereby attracting and retaining talent[162](index=162&type=chunk) - Director remuneration packages are reviewed by the Remuneration Committee and approved by the Board, determined based on the relevant director's experience, responsibilities, workload, time devoted to the Group, the Group's operating results, and comparable market data[187](index=187&type=chunk) [Other Information](index=27&type=section&id=Other%20Information) [Final Dividend](index=27&type=section&id=Final%20Dividend) Due to the Group's anticipated rapid business expansion and development requiring sufficient working capital for project reserves, the Directors do not recommend paying a final dividend for FY2023 (FY2022: nil) - Due to the Group's anticipated rapid business expansion and development, **sufficient working capital is required** as reserves for its project development[164](index=164&type=chunk) - The Directors do not recommend the payment of a **final dividend for FY2023** (FY2022: nil)[164](index=164&type=chunk) [Annual General Meeting](index=27&type=section&id=Annual%20General%20Meeting) The Company's Annual General Meeting will be held on Tuesday, August 22, 2023, at 2:30 p.m., with share transfer registration suspended from August 17 to August 22, 2023, to determine eligibility for attendance and voting - The Company's Annual General Meeting will be held on **Tuesday, August 22, 2023, at 2:30 p.m.**[195](index=195&type=chunk) - To determine eligibility to attend and vote at the 2023 Annual General Meeting, the Company will suspend share transfer registration from **Thursday, August 17, 2023, to Tuesday, August 22, 2023** (both dates inclusive)[165](index=165&type=chunk) [Compliance with Corporate Governance Code](index=28&type=section&id=Compliance%20with%20Corporate%20Governance%20Code) The Board believes the Company complied with the Corporate Governance Code in FY2023, except for Code Provision F.2.2 regarding the Chairman's attendance at the Annual General Meeting - The Board believes that the Company has complied with the code provisions set out in **Part 2 of Appendix 14 to the Listing Rules, the Corporate Governance Code**, for FY2023[191](index=191&type=chunk) - The sole exception is Code Provision F.2.2, which stipulates that the chairman of the Board should attend the issuer's annual general meeting, but Mr. Tang Yiu Sing, the then Chairman of the Company, was **unable to attend the AGM held on August 23, 2022, due to other commitments**[166](index=166&type=chunk)[191](index=191&type=chunk) [Auditor's Scope of Work](index=28&type=section&id=Auditor's%20Scope%20of%20Work) PricewaterhouseCoopers, the Company's external auditor, has agreed the figures in this announcement's consolidated statement of financial position, consolidated statement of profit or loss, consolidated statement of comprehensive income, and related notes for FY2023 with the draft consolidated financial statements, but this work does not constitute an assurance engagement - PricewaterhouseCoopers, the Company's external auditor, has agreed the figures in this announcement's consolidated statement of financial position, consolidated statement of profit or loss, consolidated statement of comprehensive income, and related notes for the Group for FY2023 with the figures in the Group's draft consolidated financial statements for FY2023[192](index=192&type=chunk) - The work performed by PricewaterhouseCoopers in this regard does not constitute an **assurance engagement** in accordance with Hong Kong Standards on Auditing, Hong Kong Standards on Review Engagements, or Hong Kong Standards on Assurance Engagements issued by the HKICPA[192](index=192&type=chunk) [Audit Committee](index=29&type=section&id=Audit%20Committee) The Audit Committee, comprising four independent non-executive directors, reviewed the Group's key accounting policies, discussed risk management, internal controls, and financial reporting matters, including the FY2023 consolidated financial statements, with management - The Audit Committee, comprising four independent non-executive directors of the Company, reviewed the Group's key accounting policies with management and discussed risk management, internal controls, and financial reporting matters, including the review of the Group's consolidated financial statements for FY2023[193](index=193&type=chunk) [Purchase, Sale or Redemption of Listed Securities](index=29&type=section&id=Purchase,%20Sale%20or%20Redemption%20of%20Listed%20Securities) Neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities during FY2023 - Neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's **listed securities** during FY2023[200](index=200&type=chunk) [Publication of Annual Results Announcement and Annual Report](index=29&type=section&id=Publication%20of%20Annual%20Results%20Announcement%20and%20Annual%20Report) This announcement has been published on the HKEX and Company websites, and the Company's FY2023 annual report, containing all relevant information required by the Listing Rules, will be dispatched to shareholders and published on the HKEX and Company websites in due course - This announcement is published on the **HKEX website** (www.hkexnews.hk) and the **Company's website** (www.pinecaregroup.com)[169](index=169&type=chunk) - The Company's FY2023 annual report, containing all relevant information required by the Listing Rules, will be dispatched to the Company's shareholders and published on the HKEX and Company websites in due course[169](index=169&type=chunk)

Financial Performance - The company achieved a revenue of HKD 150 million for the interim period, reflecting a 15% increase compared to the previous year[4]. - Total revenue for the six-month period ended September 30, 2022, was HK$130.3 million, a slight decrease of 0.2% from HK$130.6 million in the same period last year[35]. - The company reported a revenue of HK$130,345,000 for the six-month period ended September 30, 2022, compared to a profit of HK$635,000 in the same period of 2021[199]. - The loss before tax for the period was HK$10,974,000, with a total loss for the period amounting to HK$12,767,000[199][200]. - The company recorded a loss of HK$12.8 million for the six-month period ended September 30, 2022, compared to a profit of HK$0.6 million for the same period last year[44]. - The company experienced a total comprehensive loss of HK$12,499,000 for the period, compared to a comprehensive income of HK$658,000 in the previous year[200]. - The basic and diluted loss per share attributable to owners of the parent was HK$1.41[199]. User Growth and Market Expansion - As of November 28, 2022, Pine Care Group reported a significant increase in user data, with a total of 5,000 active users, representing a growth of 25% year-over-year[4]. - Pine Care Group is focusing on market expansion, targeting a 30% increase in service locations by the end of 2023[4]. - Future guidance indicates an expected revenue growth of 20% for the next fiscal year, driven by new product launches and service enhancements[4]. - Pine Care Group plans to introduce two new service lines in the next quarter, projected to contribute an additional HKD 30 million in revenue[4]. Operational Efficiency and Technology Development - The company has allocated HKD 20 million for the development of new technologies aimed at enhancing user experience and operational efficiency[4]. - The management highlighted a strategic shift towards digital services, aiming for a 40% increase in online service adoption by 2024[4]. Financial Health and Assets - Net assets amounted to HK$173.1 million as at September 30, 2022, down from HK$183.5 million as at March 31, 2022[58]. - The current ratio was approximately 0.15 times as of September 30, 2022, compared to 0.21 times as of March 31, 2022, indicating a decline in liquidity[89]. - The gearing ratio increased to 55.7% as of September 30, 2022, up from 50.9% as of March 31, 2022, primarily due to lower total assets from the disposal of a subsidiary[90]. - Cash and bank balances decreased to HK$13.3 million as of September 30, 2022, from HK$29.1 million as of March 31, 2022, a reduction of approximately 54.3%[89]. Corporate Governance and Compliance - The company is committed to enhancing corporate governance, with new policies implemented to ensure compliance and transparency[4]. - The company has adopted the Model Code for securities transactions by directors and confirmed compliance by all directors during the review period[185]. - The company has complied with the corporate governance code provisions during the six-month period ended September 30, 2022[176]. Impact of COVID-19 - The company recorded a loss of HK$12.8 million for the six-month period ended 30 September 2022, primarily due to the adverse impact of the COVID-19 situation[12]. - The unexpected outbreak of the fifth wave of COVID-19 has adversely impacted the elderly population and the occupancy rate of RCHEs[36]. - The average occupancy rate of the eight EA1 RCHEs decreased to 88.9%, down from 93.3% in the same period last year, primarily due to the adverse impact of the COVID-19 pandemic[38]. Shareholding and Director Changes - As of September 30, 2022, Diamond Ridge Holdings Limited holds 506,974,000 shares, representing approximately 56.15% of the company's total shareholding[136]. - The company has undergone changes in its board of directors, with resignations noted after the review period[127]. - Following the review period, on October 28, 2022, several directors, including Mr. Tang Yiu Sing, resigned from the company[161]. Future Plans and Investments - The company plans to use capital expenditure mainly for renovation works of Pine Residence, its upcoming new care home[94]. - The Group plans to expand elite services to ageing-in-place senior care services and community care development initiatives[34]. - The Group recognizes the increasing demand for quality senior care services driven by an ageing population and rising health awareness[34].

Financial Performance - Pine Care Group reported a significant increase in revenue, achieving a total of HKD 1.2 billion for the fiscal year 2022, representing a growth of 15% compared to the previous year[2]. - For FY2022, Pine Care Group recorded a loss of HK$24.0 million due to the absence of non-recurring subsidies and the adverse impact of COVID-19[31]. - The Group's revenue for FY2022 was HK$267.7 million, representing a 9.0% increase from HK$245.7 million in FY2021[74]. - Core EBITDA for FY2022 was HK$53.7 million, remaining stable compared to HK$53.8 million in FY2021[31]. - The Group recorded a loss of HK$24.0 million in FY2022 compared to a profit of HK$3.2 million in FY2021, primarily due to the absence of non-recurring subsidies and asset impairments[79][80]. - Core EBITDA remained stable at HK$53.7 million in FY2022, slightly down from HK$53.8 million in FY2021, with a core EBITDA to revenue ratio of 20.1%[76][84]. Operational Expansion - The company expanded its service offerings, now operating 12 elderly care centers across Hong Kong, with a total capacity of 1,200 places[13]. - Future outlook indicates a projected revenue growth of 20% for the next fiscal year, driven by the introduction of new wellness programs and enhanced care services[22]. - The company plans to open two new elderly care centers in Kowloon and New Territories, adding approximately 300 places by the end of 2023[22]. - Pine Residence, a new upscale care home, is set to open in Q4 2022, with a total floor area of approximately 35,400 square feet[32][35]. - The establishment of Pine Residence is expected to enhance the Group's branding and provide comprehensive care for residents[35]. - The Group's upscale segment continues to grow, with a focus on quality senior care services that are currently underserved in Hong Kong[31]. Customer Satisfaction and Service Quality - Pine Care Group reported a customer satisfaction rate of 92%, indicating strong performance in service delivery and resident care[22]. - The average occupancy rate for the core business was 92.7%, a slight decrease from 94.0% in FY2021, while upscale residential care homes saw occupancy increases of 17.6% and 19.2%[31]. - The occupancy level for serviced apartments exceeded 80% and for residential care homes (RCHE) surpassed 90% in FY2022, indicating strong demand and customer satisfaction[45][47]. Strategic Partnerships and Technology Investment - Pine Care Group has initiated a strategic partnership with local healthcare providers to enhance service integration, aiming to increase patient referrals by 30% over the next year[22]. - The company is investing in technology to improve care delivery, with plans to implement a new digital health monitoring system by Q3 2023[22]. - The company has allocated HKD 50 million for research and development in senior care technologies over the next three years[22]. Challenges and Market Focus - The Group's operations in Zhejiang and the joint venture with Patina Wellness Limited faced challenges, leading to asset impairment and operating losses[31]. - The company is shifting its focus towards the Guangdong-Hong Kong-Macao Greater Bay Area to leverage growth opportunities, retreating from underperforming operations in Zhejiang[48]. - The Group's investment in the joint venture Patina Wellness Limited resulted in a share of loss of HK$4.5 million in FY2022 due to COVID-19 impacts[67]. Financial Management and Costs - Staff costs increased by approximately 11.6% to HK$130.0 million in FY2022 from HK$116.5 million in FY2021, primarily due to revenue growth[93]. - Other operating expenses rose by approximately 48.7% to HK$16.8 million in FY2022 from HK$11.3 million in FY2021, driven by higher legal and professional fees[94]. - Finance costs decreased by approximately 28.0% to HK$10.5 million in FY2022 from HK$14.5 million in FY2021, attributed to lower interest rates[94]. - Income tax expense decreased by approximately 15.3% to HK$6.3 million in FY2022 from HK$7.5 million in FY2021, due to a decrease in assessable profits[94]. Leadership and Governance - The company has a diverse board of directors with expertise in various sectors, enhancing its strategic decision-making capabilities[184]. - The Company emphasizes the importance of good corporate governance for maintaining corporate transparency and accountability[198]. - The Board formulates appropriate policies and implements corporate governance practices to support the Group's business growth[198]. - The Company has adopted the principles outlined in the Corporate Governance Code as per the Listing Rules on The Stock Exchange of Hong Kong Limited[199].