EC Healthcare 醫思健康 | | 普通決議案 | 贊成 | 反對 | | --- | --- | --- | --- | | 1. | 考慮及採納截至二零二五年三月三十一日止年度之本公司及其附屬公司經審核綜合財務報表以 | | | | | 及本公司董事（「董事」）會及獨立核數師報告。 | | | | 2. | (a) 重選李向榮先生為執行董事。 | | | | | 重選陸韵晟先生為非執行董事。 (b) | | | | | (c) 重選梁楊世嫡女士為非執行董事。 | | | | | (d) 重選區雋先生為獨立非執行董事。 | | | | | (e) 授權董事會釐定董事酬金。 | | | | 3. | 續聘安永會計師事務所為本公司核數師並授權董事會釐定其酬金。 | | | | 4. | 授予董事一般授權以配發、發行及處理不超過於本決議案獲通過當日已發行股份總數（不包括 | | | | | 任何庫存股份）20%之額外股份（包括自庫存出售或轉讓庫存股份）。 | | | | 5. | 授予董事一般授權以購回不超過於本決議案獲通過當日已發行股份總數10%之股份（不包括任 | | | | | 何庫存股份）。 | ...

(Incorporated in the Cayman Islands with limited liability) (於開曼群島註冊成立的有限公司) (Stock Code/股份代號: 2138) Note: Corporate Communications include but are not limited to (a) the directors' report, its annual accounts together with a copy of the auditors' report and, where applicable, its summary financial report; (b) the interim report and, where applicable, summary interim report; (c) a notice of meeting; (d) a listing document; (e) a circular; and (f) a reply slip. N O T I F I C AT I O N L E T T E R 通 知 信 函 31 J ...

(Incorporated in the Cayman Islands with limited liability) (於開曼群島註冊成立的有限公司) (Stock Code/股份代號: 2138) N OT IF IC ATI ON LET TE R 通 知 信 函 Dear Shareholder, 31 July 2025 EC Healthcare (the "Company") Notice of Publication of Annual Report, Circular & Proxy Form ("Current Corporate Communications") The English and Chinese versions of the Company's Current Corporate Communications are available on the Company's website at www.echealthcare.com and the HKEXnews website at www.hkexnews.hk. If you have elected to re ...

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。 EC Healthcare 醫思健康 （股份代號：2138） （於開曼群島註冊成立之有限公司） 股東週年大會通告 茲通告 醫 思 健 康（「本公司」）謹 訂 於 二 零 二 五 年 八 月 二 十 二 日（星 期 五）上 午 十 時 三十分假座香港鰂魚涌英皇道979號太古坊德宏大廈20樓 舉 行 股 東 週 年 大 會， 以 處 理 下 列 事 項： 普通決議案 – 1 – 1. 考慮及採納截至二零二五年三月三十一日止年度之本公司及其附屬公司 經 審 核 綜 合 財 務 報 表 以 及 本 公 司 董 事（「董 事」）會 及 獨 立 核 數 師 報 告； 2. (a) 重 選 李 向 榮 先 生 為 執 行 董 事； (b) 重 選 陸 韵 晟 先 生 為 非 執 行 董 事； (c) 重 選 梁 楊 世 嫡 女 士 為 非 執 行 董 事； (d ...

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。 EC Healthcare 醫思健康 （股份代號：2138） （於開曼群島註冊成立之有限公司） 股東週年大會通告 茲通告 醫 思 健 康（「本公司」）謹 訂 於 二 零 二 五 年 八 月 二 十 二 日（星 期 五）上 午 十 時 三十分假座香港鰂魚涌英皇道979號太古坊德宏大廈20樓 舉 行 股 東 週 年 大 會， 以 處 理 下 列 事 項： 普通決議案 – 1 – 1. 考慮及採納截至二零二五年三月三十一日止年度之本公司及其附屬公司 經 審 核 綜 合 財 務 報 表 以 及 本 公 司 董 事（「董 事」）會 及 獨 立 核 數 師 報 告； 2. (a) 重 選 李 向 榮 先 生 為 執 行 董 事； (b) 重 選 陸 韵 晟 先 生 為 非 執 行 董 事； (c) 重 選 梁 楊 世 嫡 女 士 為 非 執 行 董 事； (d ...

此乃要件 請即處理 閣下如對本通函的任何方面或應採取的行動有任何疑問，應諮詢 閣下的持牌證券交易商、銀行 經理、律師、專業會計師或其他專業顧問。 本公司謹訂於二零二五年八月二十二日（星期五）上午十時三十分假座香港鰂魚涌英皇道979號太 古坊德宏大廈20樓舉行股東週年大會（「股東週年大會」），召開大會的通告載於本通函第18至22 頁。隨本通函附奉股東週年大會適用的代表委任表格。該代表委任表格亦刊載於香港交易及結算 所有限公司網站(www.hkexnews.hk)。 不論 閣下能否出席股東週年大會，務請按隨附的代表委任表格所印列的指示填妥該表格，並盡 快及無論如何不遲於股東週年大會或其任何續會指定舉行時間48小時前，交回本公司的香港股份 過戶登記處卓佳證券登記有限公司，地址為香港夏慤道16號遠東金融中心17樓。填妥及交回代表 委任表格後， 閣下仍可依願親身出席股東週年大會或其任何續會，並於會上投票，惟在此情況 下，代表委任表格將被視作已撤銷論。 二零二五年七月三十一日 閣下如已出售或轉讓所有名下醫思健康的股份，應立即將本通函及隨附的代表委任表格送交買主 或承讓人，或經手買賣或轉讓的銀行、持牌證券交易商或其他代理商 ...

[Financial Highlights and Five-Year Summary](index=3&type=section&id=Financial%20Highlights%20and%20Five-Year%20Summary) The company faced challenges in FY2025, with revenue slightly down 1.7% to HK$4.14 billion and loss attributable to owners expanding to HK$167 million, primarily due to macroeconomic factors, changing consumer behavior, and non-cash goodwill impairment [Financial Highlights and Five-Year Summary](index=3&type=section&id=Financial%20Highlights%20and%20Five-Year%20Summary) The company faced challenges in FY2025, with revenue slightly down 1.7% to HK$4.14 billion and loss attributable to owners expanding to HK$167 million, primarily due to macroeconomic factors, changing consumer behavior, and non-cash goodwill impairment Five-Year Financial Data Summary (As of March 31) | Metric | 2025 (HK$'000) | 2024 (HK$'000) | YoY Change | | :--- | :--- | :--- | :--- | | **Revenue** | 4,140,212 | 4,211,034 | -1.7% | | **EBITDA** | 307,846 | 388,132 | -20.7% | | **Adjusted EBITDA** | 375,150 | 441,643 | -15.0% | | **(Loss)/Profit Before Tax** | (101,140) | 16,874 | N/A | | **(Loss)/Profit for the Year** | (111,918) | 15,695 | N/A | | **(Loss)/Profit Attributable to Owners of the Company** | (167,186) | (18,947) | -782.4% | | **Basic (Loss)/Earnings Per Share (HK cents)** | (14.1) | (1.6) | -781.3% | | **Dividend Per Share (HK cents)** | 1.0 | 0.5 | +100.0% | Reconciliation of Adjusted EBITDA to (Loss)/Profit Before Tax (FY2025) | Item | Amount (HK$'000) | | :--- | :--- | | **(Loss)/Profit Before Tax** | **(101,140)** | | Add: Finance Costs | 89,442 | | Add: Depreciation and Amortization | 336,944 | | Less: Bank and Other Interest Income | (17,400) | | **EBITDA** | **307,846** | | Add: Impairment Loss on Goodwill and Other Assets | 213,470 | | Add: Fair Value Loss on Financial Assets and Investment Properties, etc. | 115,670 | | Less: Net Gain on Disposal of Subsidiaries | (268,214) | | Other Adjustments | 6,378 | | **Adjusted EBITDA** | **375,150** | [Company Overview](index=7&type=section&id=EC%20Healthcare%20at%20a%20Glance) [EC Healthcare at a Glance](index=7&type=section&id=EC%20Healthcare%20at%20a%20Glance) EC Healthcare positions itself as a leading one-stop comprehensive healthcare ecosystem, focusing on precision and preventive medicine, operating 164 service points with 591,000 sq ft, 316 registered doctors, and a 65.7% customer repurchase rate by FY2025 Business Segment Overview (FY2025) | Business Segment | Revenue (HK$ Million) | Number of Service Points | | :--- | :--- | :--- | | Medical | 2,507 | 102 | | Aesthetic Medical, Beauty and Wellness | 1,296 | 53 | | Veterinary and Other | 337 | 9 | Key Operating Metrics (FY2025) | Metric | Value | | :--- | :--- | | Customer Visits | 1,767,583 | | Repurchase Rate | 65.7% | | Revenue from Existing Customers | 66.6% | | Cross-Brand Customer Ratio | 36.7% | | Customer Satisfaction Rate | 99.99% | [Geographical Coverage and Brand Ecosystem](index=8&type=section&id=Geographical%20Coverage) As of March 31, 2025, the company operates 164 service points across Greater China, totaling 591,000 sq ft, with 152 in Hong Kong and 12 in the Greater Bay Area, supported by 48 diverse brands - The company's service network widely covers Greater China, operating **164 service points** with a total area of **591,000 sq ft** as of March 31, 2025[18](index=18&type=chunk) - The company owns **48 diversified brands** covering medical, aesthetic medical, beauty and wellness, and veterinary services, offering choices from high-end to mass-market segments[21](index=21&type=chunk) [Chairman's Statement](index=10&type=section&id=Chairman's%20Statement) [Chairman's Statement](index=10&type=section&id=Chairman's%20Statement) The Chairman's report highlights the company's resilience through three strategic pillars amidst macroeconomic challenges, focusing on cost optimization, strategic partnerships, and digital transformation, aiming to restore net profitability within three years - Facing inflation, changing consumer behavior, and intense competition, the company achieved significant annual recurring cost savings through **optimizing its cost structure**[24](index=24&type=chunk)[25](index=25&type=chunk) - The company's strategy revolves around three pillars: strengthening core businesses, driving operational excellence, and accelerating digital transformation, with a plan to complete systemic integration of IT, HR, and finance functions by 2026[27](index=27&type=chunk)[29](index=29&type=chunk) - The company diversifies medical service revenue by deepening cooperation with insurance companies and government projects, leveraging robust capital management and digital integration to enhance efficiency, targeting a return to net profitability within the next three years[28](index=28&type=chunk)[29](index=29&type=chunk) - Flagship EC Healthcare buildings in Central and Tsim Sha Tsui will consolidate premium services, enhancing operational synergies and solidifying the company's position as Hong Kong's leading integrated healthcare provider[33](index=33&type=chunk)[36](index=36&type=chunk) [Biography of Directors and Senior Management](index=12&type=section&id=Biography%20of%20Directors%20and%20Senior%20Management) [Biography of Directors and Senior Management](index=12&type=section&id=Biography%20of%20Directors%20and%20Senior%20Management) This section details the personal and professional backgrounds of the company's executive, non-executive, independent non-executive directors, and senior management, highlighting their extensive experience across various sectors [Management Discussion and Analysis](index=20&type=section&id=Management%20Discussion%20and%20Analysis) [Business Review](index=20&type=section&id=BUSINESS%20REVIEW) In FY2025, revenue slightly decreased by 1.7% to HK$4.14 billion amidst macroeconomic challenges, with loss attributable to shareholders expanding to HK$167 million due to non-cash impairment, while significant operational efficiency gains and network optimization were achieved through cost optimization and strategic integration FY2025 Performance Overview | Metric | Amount (HK$ Million) | YoY Change | | :--- | :--- | :--- | | Revenue | 4,140.2 | -1.7% | | Sales | 4,170.3 | -1.0% | | Adjusted EBITDA | 375.2 | -15.1% | | Loss Attributable to Owners of the Company | (167.2) | -782.4% | - The company recognized a **gain of HK$268 million** from the strategic disposal of certain Hong Kong medical service assets, aiming to optimize its investment portfolio and strengthen capital management[93](index=93&type=chunk) - The company recorded **non-cash impairment expenses of HK$213.5 million** (involving goodwill, interests in joint ventures and associates) and **non-cash fair value losses of HK$115.6 million**, which were the primary reasons for the expanded loss attributable to shareholders[94](index=94&type=chunk) - The company implemented significant cost optimization measures, reducing headcount by **613 employees** and consolidating **233,000 sq ft of underutilized facilities**, resulting in cumulative savings of approximately **HK$286 million** compared to the FY2023 baseline[99](index=99&type=chunk)[100](index=100&type=chunk) [Medical Service Segment](index=23&type=section&id=Medical%20service%20segment) The medical service segment's revenue decreased by 4.7% to HK$2.507 billion, accounting for 60.6% of total revenue, primarily due to soft B2C demand and strategic asset disposals, with a strategic shift towards institutional healthcare and AI integration Medical Service Segment Performance | Metric | FY2025 | | :--- | :--- | | Revenue | 2,507.3 HK$ Million | | YoY Change | -4.7% | | % of Total Revenue | 60.6% | - The company is shifting its business focus towards institutional healthcare, reducing reliance on non-essential consumer spending through preventive care programs with insurance companies, government service contracts, and community partnerships[105](index=105&type=chunk) - The company is enhancing its technological capabilities by integrating **Artificial Intelligence (AI)** into medical imaging and has successfully secured key service contracts, including Hospital Authority imaging referrals and the Civil Service Dental Scheme[106](index=106&type=chunk) [Aesthetic Medical, Beauty and Wellness Segment](index=24&type=section&id=Aesthetic%20medical,%20beauty%20and%20wellness%20segment) This segment's revenue slightly decreased by 1.0% to HK$1.296 billion, representing 31.3% of total revenue, impacted by low consumer confidence in Hong Kong and consumption downgrades in mainland China and Macau, while strategically acquiring brands like BMF Aesthetic Medical, Beauty and Wellness Segment Revenue Breakdown | Region | Revenue (HK$ Million) | YoY Change | | :--- | :--- | :--- | | Hong Kong | 1,009.8 | -4.8% | | Mainland China | 100.0 | -19.0% | | Macau | 108.0 | -14.0% | | **Total** | **1,296.1** | **-1.0%** | - The company strategically acquired well-known brands like BMF and MSC, adding **14 high-end service points** to strengthen its market position and integrate regional beauty and wellness businesses[109](index=109&type=chunk) [Veterinary and Other Service Segment](index=25&type=section&id=Veterinary%20and%20other%20service%20segment) The veterinary and other services segment showed strong performance, with revenue increasing by 24.9% to HK$337 million, driven by market share expansion and resilient local demand, with the flagship AMAH achieving profitability and new opportunities from relaxed pet quarantine rules Veterinary and Other Service Segment Performance | Metric | FY2025 | | :--- | :--- | | Revenue | 336.8 HK$ Million | | YoY Change | +24.9% | | % of Total Revenue | 8.1% | - The flagship Animal Medical Academy Hospital (AMAH) has achieved profitability and is designated as one of three training clinics approved by the Veterinary Surgeons Board, validating its world-class facilities and clinical standards[115](index=115&type=chunk) - The Hong Kong government's reduction of quarantine for pets entering from mainland China from 120 days to **30 days** is expected to drive demand for compliant health checks and vaccinations, creating new opportunities for the company[116](index=116&type=chunk) [Outlook](index=27&type=section&id=OUTLOOK) The company maintains cautious optimism, focusing on three strategies: business development (B2B, B2I, PPP), operational excellence (integration, cost control), and digital transformation (AI, "TTIPP" ecosystem), alongside disciplined capital recycling and M&A, to achieve long-term sustainable growth - Business development will focus on targeting **B2B corporate healthcare market**, **B2I insurance sector**, and participating in **government projects (PPP model)** for sustainable profitable expansion[126](index=126&type=chunk)[128](index=128&type=chunk) - The company will drive operational excellence by strengthening the integration of centers of excellence and business units, combined with talent development, data-driven management, and lean process improvement[131](index=131&type=chunk)[132](index=132&type=chunk) - The company established the "RIMAG-EC Health Tech Alliance" with Jiangxi Yimai Sunshine Group to optimize medical imaging service costs and efficiency through centralized procurement and technology integration[136](index=136&type=chunk) - The successful sale of NMC and HKMAI TST equity to AIA demonstrates the company's disciplined capital recycling strategy, and it will continue to unlock value from mature assets through "TTIPP" strategic collaborations in the future[140](index=140&type=chunk)[141](index=141&type=chunk) - Flagship "EC Healthcare Buildings" in Central and Tsim Sha Tsui will be rebranded in June 2024 and completed in FY2026, respectively, aiming to centralize high-end services, enhance brand image, and improve operational efficiency[146](index=146&type=chunk)[147](index=147&type=chunk) [Financial Review](index=32&type=section&id=FINANCIAL%20REVIEW) As of March 31, 2025, the company maintained a solid financial position with HK$1.055 billion in cash and deposits and HK$600 million in undrawn bank facilities, total debt of HK$797 million, and a gearing ratio of 36.1%, having optimized its asset portfolio through significant acquisitions and disposals Liquidity and Capital Resources (As of March 31, 2025) | Item | Amount (HK$ Million) | | :--- | :--- | | Drawn Bank Borrowings | 542.1 | | Undrawn Bank Facilities | 600.0 | | Cash and Deposits | 1,054.9 | Debt Overview (As of March 31, 2025) | Item | Amount (HK$ Million) | | :--- | :--- | | Unsecured Bank Borrowings | 542.1 | | Convertible Bonds | 254.3 | | **Total Interest-Bearing Debt** | **796.5** | | **Gearing Ratio** | **36.1%** | - The company reached an agreement on November 6, 2024, to sell **51% equity interest** in New Medical Centre Holding Limited (NMC) to AIA for a total consideration of **HK$438 million**, constituting a very substantial disposal[176](index=176&type=chunk)[179](index=179&type=chunk) - The company reached an agreement on December 10, 2024, to acquire **90% equity interest** in Rising Gold Phoenix Limited for **HK$52.5 million**, which owns well-known beauty and hair care brands such as BMF and Marie France[198](index=198&type=chunk)[199](index=199&type=chunk)[201](index=201&type=chunk) [Sustainability Approach](index=42&type=section&id=Sustainability%20Approach) [Sustainability Approach](index=42&type=section&id=Sustainability%20Approach) The company integrates sustainability into its growth strategy, aligning with 8 UN SDGs across 11 focus areas, achieving significant ESG progress in FY2025 through energy efficiency, employee training, workplace safety, stakeholder engagement, community investment, and enhanced board oversight Key Sustainability Progress in FY2025 | Area | Key Progress | | :--- | :--- | | **Environmental** | **75% of facilities** completed LED light installation; implemented water-saving designs for new medical buildings | | **Social** | Average employee training hours increased by **23% YoY**; organized over **100 community outreach events**, serving over **3,300 people**; women hold **56% of senior management and department head positions** | | **Governance** | Established a Medical Advisory Committee to strengthen medical governance; complied with **ISO 31000:2018** risk management standards; arranged ICAC lectures to enhance anti-corruption knowledge | [Co-Owners](index=45&type=section&id=Co-Owners) [Co-Ownership Plan 2](index=45&type=section&id=Co-Ownership%20Plan%202) The company adopted Co-Ownership Plan 2 in May 2023 to incentivize and retain core employees by linking their interests with shareholder value through co-investment opportunities, with award conditions tied to future revenue and EBITDA margin targets - Co-Ownership Plan 2 was adopted on May 29, 2023, aiming to incentivize eligible participants to create value for the Group's development over the next three financial years (up to FY2026)[219](index=219&type=chunk)[222](index=222&type=chunk) - Award conditions for the shares include: (i) cumulative EBITDA margin of not less than **18%** for FY2024-2026; (ii) revenue of not less than **HK$7.713 billion** for FY2026; and (iii) share price not less than **HK$3.961** before the grant[241](index=241&type=chunk)[243](index=243&type=chunk) Co-Ownership Plan 2 Award Changes (FY2025) | Category of Participants | Maximum Award Shares Potentially Granted as of April 1, 2024 | Maximum Award Shares Potentially Granted as of March 31, 2025 | | :--- | :--- | :--- | | Directors | – | 2,563,500 | | Employees | 4,342,707 | 2,147,121 | | Others (Doctors) | 5,621,786 | 5,589,846 | | **Total** | **9,964,493** | **10,300,467** | [Investor Relations Report](index=53&type=section&id=Investor%20Relations%20Report) [Investor Relations](index=54&type=section&id=Investor%20Relations) The company actively engaged with the investment community through over 100 meetings with more than 500 investors, providing transparent and timely communication, and addressing key concerns regarding ESG, integration strategy, governance, and management compensation - During the reporting period, management and the IR team participated in over **100 one-on-one and group meetings**, communicating with over **500 investors**[262](index=262&type=chunk)[264](index=264&type=chunk) - Key investor concerns included: (1) adopting international ESG frameworks; (2) enhancing board independence and diversity; (3) clarifying long-term M&A strategy; and (4) disclosing long-term operational targets and linking management compensation to performance[261](index=261&type=chunk)[263](index=263&type=chunk) [Corporate Governance Report](index=56&type=section&id=Corporate%20Governance%20Report) [Corporate Governance Practices](index=56&type=section&id=Corporate%20Governance%20Practices) The company maintained high corporate governance standards, complying with all Code Provisions of the Corporate Governance Code, with a separated Chairman and CEO, independent board committees, a board diversity policy, robust risk management, and effective shareholder communication - During the reporting period, the company complied with all Code Provisions of Appendix C1 to the Listing Rules, the **Corporate Governance Code**[269](index=269&type=chunk) - The roles of the Board Chairman (Mr. Tang Chi Fai) and Chief Executive Officer (Mr. Lyu Lianwei) are separated, with clearly defined responsibilities, in compliance with corporate governance code requirements[283](index=283&type=chunk)[287](index=287&type=chunk) - The company has established an Audit Committee, Remuneration Committee, and Nomination Committee, each chaired by or with a majority of independent non-executive directors, ensuring independence and effective oversight[311](index=311&type=chunk) - The company engaged external professional firms for annual reviews of its risk management and internal control systems, which the Board considers to be adequate and effective overall[340](index=340&type=chunk)[342](index=342&type=chunk) [Report of the Directors](index=71&type=section&id=Report%20of%20the%20Directors) [Report of the Directors](index=71&type=section&id=Report%20of%20the%20Directors) This report outlines the company's principal activities, business review, key risks, stakeholder relationships, financial performance, and dividend policy for FY2025, confirming compliance with regulations and sufficient public float, with no final dividend recommended - The company's principal business is the provision of **medical and healthcare services** in Hong Kong, Macau, and Mainland China[357](index=357&type=chunk)[362](index=362&type=chunk) - The Board does not recommend the declaration of a **final dividend** for the year ended March 31, 2025[385](index=385&type=chunk)[389](index=389&type=chunk) - As of March 31, 2025, the company's Chairman, Mr. Tang Chi Fai, held approximately **60.93%** of the company's shares through personal, spouse, and controlled corporations[493](index=493&type=chunk)[494](index=494&type=chunk) - During the reporting period, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities[515](index=515&type=chunk)[521](index=521&type=chunk) [Independent Auditor's Report](index=99&type=section&id=Independent%20Auditor's%20Report) [Independent Auditor's Report](index=99&type=section&id=Independent%20Auditor's%20Report) Ernst & Young issued an unmodified opinion on EC Healthcare's consolidated financial statements for FY2025, affirming a true and fair view of the group's financial position, performance, and cash flows, highlighting key audit matters like revenue recognition from prepaid packages and impairment assessment of non-current assets - Auditor Ernst & Young issued an **unmodified opinion** on the company's FY2025 consolidated financial statements, affirming a true and fair view of its financial position and performance[536](index=536&type=chunk)[539](index=539&type=chunk) - Key Audit Matter One: Revenue recognition from prepaid packages, involving significant management judgment and estimates regarding service usage patterns and the amount of unexercised rights[544](index=544&type=chunk)[547](index=547&type=chunk) - Key Audit Matter Two: Impairment assessment of non-current assets of acquired businesses, involving significant estimates for goodwill, intangible assets, and the recoverable amount of cash-generating units (e.g., future cash flows and discount rates)[550](index=550&type=chunk)[553](index=553&type=chunk) [Consolidated Financial Statements](index=106&type=section&id=Consolidated%20Financial%20Statements) [Consolidated Statement of Profit or Loss](index=106&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss) In FY2025, the company reported total revenue of HK$4.14 billion, a slight decrease from HK$4.21 billion last year, resulting in a pre-tax loss of HK$101 million (vs. profit of HK$16.87 million last year) and a total loss of HK$112 million, with HK$167 million attributable to equity holders Consolidated Statement of Profit or Loss Summary (For the year ended March 31) | Item | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Revenue | 4,140,212 | 4,211,034 | | Other income and gains, net | 61,294 | 7,662 | | (Loss)/Profit before tax | (101,140) | 16,874 | | (Loss)/Profit for the year | (111,918) | 15,695 | | (Loss)/Profit attributable to owners of the Company | (167,186) | (18,947) | [Consolidated Statement of Financial Position](index=108&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2025, total assets decreased to HK$5.027 billion from HK$5.373 billion, mainly due to reduced non-current assets, while total liabilities decreased to HK$2.822 billion from HK$2.970 billion, resulting in total equity of HK$2.205 billion and an improved net current liability position Consolidated Statement of Financial Position Summary (As of March 31) | Item | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | **Non-current assets** | 3,145,967 | 4,054,404 | | Of which: Goodwill | 754,546 | 947,176 | | **Current assets** | 1,880,921 | 1,318,650 | | Of which: Cash and cash equivalents | 1,003,913 | 553,625 | | **Total assets** | **5,026,888** | **5,373,054** | | **Current liabilities** | 1,886,017 | 1,431,116 | | **Non-current liabilities** | 935,875 | 1,539,167 | | **Total liabilities** | **2,821,892** | **2,970,283** | | **Net assets (Total equity)** | **2,204,996** | **2,402,771** | [Consolidated Statement of Cash Flows](index=111&type=section&id=Consolidated%20Statement%20of%20Cash%20Flows) In FY2025, net cash from operating activities increased to HK$743 million, while investing activities turned into a net inflow of HK$341 million due to subsidiary disposals, and financing activities resulted in a net outflow of HK$634 million, leading to a net increase of HK$451 million in cash and cash equivalents, ending at HK$1.004 billion Consolidated Statement of Cash Flows Summary (For the year ended March 31) | Item | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Net cash generated from operating activities | 743,241 | 689,101 | | Net cash generated from/(used in) investing activities | 341,280 | (358,355) | | Net cash used in financing activities | (633,787) | (486,464) | | **Net increase/(decrease) in cash and cash equivalents** | **450,734** | **(155,718)** | | Cash and cash equivalents at beginning of year | 553,625 | 709,859 | | **Cash and cash equivalents at end of year** | **1,003,913** | **553,625** | [Notes to the Financial Statements](index=114&type=section&id=Notes%20to%20the%20Financial%20Statements) The notes provide detailed explanations for the financial statements, including operating segment information (Note 4), revenue recognition (Note 5), goodwill impairment (Note 14), and details of business acquisitions and disposals (Notes 33 & 34), clarifying the financial impact of significant transactions Segment Revenue (External Customers) | Segment | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Medical services | 2,507,266 | 2,631,947 | | Aesthetic medical, beauty and wellness services | 1,296,127 | 1,309,401 | | Veterinary and other | 336,819 | 269,686 | | **Total** | **4,140,212** | **4,211,034** | - Goodwill impairment tests resulted in an impairment loss of **HK$116 million** recognized this year, primarily affecting cash-generating units such as Kangya Group and Bailey Jackson Dental[943](index=943&type=chunk)[953](index=953&type=chunk) - Significant business acquisitions during the year included EC BP Limited, a controlling interest in Pangenia Inc., and Rising Gold Phoenix Limited, with a total consideration of **HK$265 million**, generating **HK$112 million** in goodwill[1140](index=1140&type=chunk) - Significant disposals during the year included Preeminent Medical Centre Limited and New Medical Centre Holding Limited, with a total consideration of approximately **HK$521 million**, generating a net gain of **HK$268 million**[1213](index=1213&type=chunk)

Core Viewpoint - The company reported a total revenue of HKD 4.1402 billion for the fiscal year ending March 31, 2025, reflecting a year-on-year decrease of 1.7% and a significant increase in shareholder losses to HKD 167.2 million from a loss of HKD 18.947 million in the previous year, indicating challenges in the market and operational efficiency [1][2] Financial Performance - Total revenue for the company was HKD 4.1402 billion, with sales slightly down by 1.0% to HKD 4.170 billion, attributed to cautious consumer spending in cross-border healthcare services and a strategic divestment of certain medical assets [1] - Adjusted EBITDA decreased by 15.1% to HKD 375.2 million, reflecting market challenges and strategic investments aimed at long-term operational efficiency [2]

Financial Performance - Total revenue for the year ended March 31, 2025, was HKD 4,140.2 million, a decrease of 1.7% compared to HKD 4,211.0 million in 2024[3] - Medical segment revenue decreased by 4.7% to HKD 2,507.3 million from HKD 2,631.9 million[3] - Adjusted EBITDA for the year was HKD 441.6 million, down 15.1% from HKD 375.2 million in the previous year[3] - Net loss attributable to equity shareholders was HKD 15.7 million, a significant increase of 812.7% compared to a loss of HKD 111.9 million in 2024[3] - The basic and diluted loss per share was HKD (1.6), a deterioration of 781.3% from HKD (14.1) in the previous year[3] - The group reported a total comprehensive loss of HKD 119,232 for the year, compared to a comprehensive income of HKD 14,109 in 2024[9] - The adjusted profit before tax for the group was HKD 17,713 thousand in 2025, a significant decrease from HKD 76,109 thousand in 2024, indicating a decline of about 76.7%[23] - The group reported a pre-tax loss of HKD 167,186,000 for 2025, compared to a loss of HKD 18,947,000 in 2024[33] Cash Flow and Liquidity - Cash and cash equivalents increased to HKD 1,054.9 million from HKD 593.1 million[3] - The company reported a net cash flow from operating activities of HKD 689.1 million, an increase of 7.9% from HKD 743.2 million[3] - Cash and cash equivalents significantly increased to HKD 1,003,913 from HKD 553,625, representing an increase of approximately 81.1%[10] - The company’s cash and cash equivalents increased by HKD 450,734,000, compared to a decrease of HKD 155,718,000 in the previous year, showcasing improved liquidity[12] - The total amount of cash and cash equivalents after deducting time deposits over three months was HKD 1,003,913,000 in 2025[43] Assets and Liabilities - Total debt rose to HKD 920.7 million from HKD 796.5 million, resulting in a debt-to-equity ratio of 36.1% compared to 38.3% in 2024[3] - Non-current assets decreased to HKD 3,145,967 from HKD 4,054,404, reflecting a reduction of approximately 22.4%[10] - Current assets increased to HKD 1,880,921 from HKD 1,318,650, marking a growth of about 42.7%[10] - Total liabilities increased to HKD 2,204,996 from HKD 2,402,771, a decrease of approximately 8.2%[11] - The group’s equity attributable to equity shareholders decreased to HKD 1,793,377 from HKD 1,961,345, a decline of about 8.5%[11] Revenue Segmentation - The company plans to focus on expanding its veterinary and other services, which saw a revenue increase of 24.9% to HKD 269.7 million[3] - The veterinary and multi-channel network segment's revenue increased by 24.9% year-on-year to HKD 336.8 million, accounting for 8.1% of total revenue[69] - The beauty and wellness segment's revenue contribution decreased by 1.0% to HKD 1,296.1 million, representing 31.3% of total revenue, with a 4.8% decline in revenue from Hong Kong service points[66] - Revenue from service points in mainland China and Macau decreased by 19.0% and 14.0%, respectively, reflecting a slowdown in regional consumer spending[66] Strategic Initiatives - The company is exploring new product development and market expansion strategies to enhance future performance[3] - The group plans to continue expanding its services in the aesthetic medical and veterinary sectors, with a focus on enhancing customer experience and operational efficiency[22] - The group aims to enhance operational performance and financial metrics through strategic expansion and integration of healthcare services[57] - The group is diversifying revenue streams through B2B and B2I segments, reducing reliance on consumer markets[63] - The group is strategically reallocating resources to high-demand areas in mainland China to enhance service delivery and operational upgrades[68] Challenges and Outlook - The group continues to face challenges from inflation, high interest rates, and cautious consumer spending impacting the healthcare sector[52] - The company maintains a cautious but optimistic outlook amid ongoing geopolitical tensions and economic uncertainties, expecting the current subdued state to persist in the short term[71] Acquisitions and Investments - The company has agreed to acquire 40% of the issued share capital of HKMAI TST for a total consideration of HKD 16,942,000, with the transaction expected to complete by February 28, 2025[105] - The acquisition of Rising Gold Phoenix Limited's 90% equity is valued at HKD 52,500,000, which may be adjusted[111] - The company has made several acquisitions, including Excellent Connect Limited and Pioneer Evolution Limited, with announcements made on February 7, 2023, and September 30, 2022, respectively[115][116]. Corporate Governance - The company operates under the corporate governance code as per the listing rules[130] - The audit committee has reviewed the consolidated financial statements for the fiscal year 2025[126] - The annual performance announcement is available on the company's website and will be sent to shareholders at an appropriate time[128]

Financial Performance - For the six months ended September 30, 2024, the Group's net profit after tax increased by 88.1% year-over-year to HK$40.3 million, while profit attributable to equity shareholders rose by 112.0% to HK$14.1 million[12]. - Revenue decreased by 2.8% to HK$2,062.9 million for the six months ended 30 September 2024, primarily due to a challenging macroeconomic environment[25]. - EBITDA increased by 18.8% to HK$247.9 million, while profit before tax rose by 60.5% to HK$56.6 million[32]. - Profit attributable to owners increased by 88.1% to HK$40.3 million, with basic earnings per share rising by 112.0% to HK$0.12[32]. - The Group recorded a profit for the period of approximately HK$40.3 million, representing an increase of 88.1% compared to the same period last year, with a net profit margin of 2.0%[84]. - The increase in income tax expense for the six months ended 30 September 2024 was approximately HK$16.3 million, reflecting an 18.0% increase compared to the same period last year[84]. Revenue Breakdown - Revenue from the medical services segment decreased by 3.7% to HK$1,264.3 million, representing 61.3% of total revenue[25]. - Revenue from aesthetic medical and beauty and wellness services decreased by 5.4% to HK$629.8 million, accounting for 30.5% of total revenue[25]. - Revenue from veterinary and other services increased by 18.3% to HK$168.9 million, representing 8.2% of total revenue[25]. - The Group's revenue and sales volume declined by 2.8% and 4.4% YoY respectively, due to decreased contributions from discretionary services amid adverse market sentiment[38]. - Revenue from the veterinary and multi-channel networking services segment increased by 18.9% year-on-year to HK$168.9 million, representing 8.2% of total revenue[125]. Cost Management - Employee benefit expenses amounted to approximately HK$474.2 million, representing 23.0% of total revenue, reflecting an 11.3% decrease compared to the same period last year due to reduced remuneration from decreased sales volume[23]. - The Group has implemented cost control measures that saved approximately HK$128 million since the baseline fiscal year 2023, aiming for further improvements in recurring costs[15]. - The Group has reduced over 123,000 square feet of service area rental since the baseline fiscal year 2023, contributing to lower overall rental costs[15]. - Cost of inventories and consumables increased by 10.4% to HK$367.0 million, attributed to acquisitions in the previous financial year[52]. - Registered Practitioner expenses decreased by 7.9% to approximately HK$543.3 million, representing 26.3% of total revenue[52]. Operational Efficiency - The Group reduced its total employee count by 469, with 219 backend and 250 frontline positions eliminated, optimizing operational efficiency[15]. - The Group's operational efficiency has improved due to the establishment of new service points compared to previous financial years[12]. - The Group aims to enhance operational efficiency to lay a solid foundation for future growth despite the revenue decline[39]. - The Group's operational efficiency improved due to newly established service points, contributing to the increase in profit margins[84]. - The Group aims to enhance operational excellence by improving talent productivity, optimizing asset utilization, and controlling costs[138]. Strategic Focus - The Group is focusing on enhancing interconnectivity within its service network and pursuing B2B, B2I, and B2G opportunities to improve patient-centric services[19]. - The Group is committed to sustainable bottom-line growth and productivity improvements following a strategic expansion phase[19]. - The Group's strategic focus includes expanding its service offerings and optimizing costs in rental and staff expenses[84]. - The Group will focus on strategic M&A opportunities to expand its healthcare ecosystem and enhance vertical integration, while maintaining a cautious approach to capital allocation[110]. - The Group's ongoing strategy includes cultivating partnerships in the TTIPP sector to reinforce its leadership in integrated healthcare services in Hong Kong[111]. Shareholder Returns - The Group declared an interim dividend of 1.0 HK cent per share, payable to shareholders on 7 January 2025[102]. - The Group will return excess cash to shareholders in the form of dividends, reflecting prudent capital management[110]. Acquisitions and Disposals - A conditional share purchase agreement was entered into for the disposal of 51% of issued share capital in New Medical Centre Holding Limited for a total consideration of HK$437,580,000[60]. - The company expects to record a net gain of approximately HK$338 million from the disposal, with an expense of about HK$1.5 million recognized in total comprehensive income[67]. - The disposal and acquisition strategy aims to better manage resources and develop the asset portfolio, allowing for reallocation of proceeds for future investment opportunities[67]. - The acquisition of HKMAI TST is classified as a connected transaction under Chapter 14A of the Listing Rules, requiring reporting and announcement but exempt from independent shareholders' approval[116]. Employee Engagement - The company has adopted various incentive schemes to reward eligible participants contributing to its operations, although specific performance metrics were not detailed[175]. - The company’s share schemes aim to provide incentives and rewards, reflecting a strategic focus on employee engagement and retention[175]. - The company is implementing stricter budgetary requirements for advertising and promotion to enhance competitiveness in the aesthetic medical, beauty, and wellness sectors[124]. Market Conditions - Consumer confidence remains lower than pre-pandemic levels, impacting revenue across segments[153]. - The Hong Kong healthcare market grew approximately 16.9% year-on-year, reaching HK$284 billion in 2023, while the private healthcare sector expanded by approximately 12.6% year-on-year to HK$110 billion[132].