美 瑞 健 康 国 际 产 业 集 团 Meilleure Health International Industry Group 美瑞健康國際產業集團有限公司 ( 於 百 慕 達 註 冊 成 立 之 有 限 公 司 ) (股份代號 : 2327) 2020 年報 一份專注 兩倍用心 三倍高效 十重保障 百倍體驗 終身受益 美瑞健康——精準健康管理 目錄 | --- | --- | |--------------------------|-------| | | | | 公司資料 | 2 | | 聯席主席報告書 | 3 | | 管理層討論與分析 | 9 | | 董事會報告 | 20 | | 企業管治報告 | 34 | | 環境、社會及管治報告 | 48 | | 董事及高級管理層履歷 | 97 | | 獨立核數師報告 | 100 | | 經審核綜合財務報表 | | | 綜合損益表 | 104 | | 綜合損益及其他全面收益表 | 105 | | 綜合財務狀況表 | 106 | | 綜合權益變動表 | 108 | | 綜合現金流量表 | 109 | | 綜合財務報表附註 | 111 | | 五年財務摘要 | 20 ...

--- 美 瑞 健 康 国 际 产 业 集 团 Meilleure Health International Industry Group Meilleure Health International Industry Group Limited 美瑞健康國際產業集團有限公司 (於百慕達註冊成立之有限公司) (股份代號 : 2327) 一份專注 兩倍用心 三倍高效 十重保障 百倍體驗 終身受益 美瑞健康——精準健康管理 中 期 報 告 2020 目錄 公司資料 2 管理層討論及分析 3 其他資料 29 董事及高級管理人員履歷 45 獨立審閱報告 51 中期簡明綜合損益表 53 中期簡明綜合全面收益表 54 55 | --- | --- | |-------|------------------------| | | | | | 中期簡明綜合財務狀況表 | | | 中期簡明綜合權益變動表 | | | 中期簡明綜合現金流量表 | | | | 57 58 中期簡明綜合財務報表附註 59 1 美瑞健康國際產業集團有限公司 | --- | --- | |--------------------------------- ...

Business Strategy and Growth - The Group's strategy, termed "one core and two wings," focuses on high-end health management driven by cannabinoid and cell health applications[12]. - During the reporting period, the Group emphasized a coordinated growth mechanism combining organic growth and external expansion[12]. - The Group's vision is to maintain a healthy future by investing in healthcare, focusing on health management and industrial hemp as core operations[12]. - The Group's strategic initiatives are aligned with the broader trends in the healthcare industry, particularly in the context of regulatory changes and market demand[12]. - The Group's health management business strategy emphasizes continuous R&D capabilities and a rich product line to enhance competitiveness[26]. - The Group is focusing on capturing market opportunities in the industrial hemp sector, particularly in healthcare and consumer goods, as legalization accelerates globally[105]. Financial Performance - The Group recorded a turnover of HK$234.8 million during the Reporting Period, representing a 1.9% increase compared to 2018[17]. - Revenue from the health management business decreased by 10.0% compared to 2018, primarily due to the impact of social movements in Hong Kong[17]. - Revenue from clinics in Mainland China grew by over 100% compared to 2018, contributing positively to the overall performance[17]. - The Group achieved a net cash flow from operating activities growth rate of 41.9% compared to 2018[17]. - The Group recorded a loss attributable to owners of the parent of HK$20.2 million for the year ended December 31, 2019, compared to a profit of HK$80.5 million in 2018[48][50]. - Gross profit for the year ended December 31, 2019 was HK$71.8 million, representing a decrease of 20.4% compared to HK$90.2 million in 2018, with a gross profit margin declining to 30.6% from 39.1%[44][46]. - Total operating expenses for the year ended December 31, 2019 were HK$39.9 million, an increase of 20.2% from HK$33.2 million in 2018[47][49]. Investments and Acquisitions - The Group acquired a 45% stake in Shenzhen Wingor Biotechnology Co., Ltd., enhancing its R&D capabilities in health management[19]. - The Group acquired a 5.55% equity interest in Yunnan Hansu, increasing its total shareholding to 25.55%, reinforcing its first-mover advantage in the industrial hemp extraction field[25][27]. - The Group established a joint venture with Shenzhen Mason Vap Technology Co., Ltd to integrate its industry advantages with Masonvap's manufacturing experience[28][29]. - The Group plans to invest not less than HK$100 million to establish an industrial hemp holding company[98]. - The Group aims to enhance R&D capabilities and enter the cell and gene treatment market through the acquisition of Shenzhen Wingor[112]. Market Opportunities and Future Outlook - The Group plans to leverage the Healthy China Action (2019-2030) to enhance its health management business and expand into cell storage and functional medicine[24]. - The Group's outlook remains positive despite global economic uncertainties, with a focus on leveraging its traditional business for stable cash flow[34]. - The ongoing uncertainty from the epidemic and US-China trade disputes is expected to create more opportunities for mergers and acquisitions at lower prices[148]. - The Group believes it has sufficient resources and funds to select and acquire suitable strategic businesses and assets[148]. Corporate Governance and Management - Mr. Liu Lailin resigned as an Executive Director effective 27 May 2019, and Mr. Wu Peng was appointed as an Independent Non-Executive Director on the same date[186]. - Dr. Zeng Wentao was re-designated from Independent Non-Executive Director to Executive Director effective 27 May 2019, with a new service contract for three years[189]. - The service contracts for directors are generally terminable by either party with a notice period ranging from two to three months[187][190][195]. Employee and Operational Insights - The Group provides ongoing training to employees to enhance their skills and professional development[165]. - The Group has adopted share option schemes to attract, retain, and motivate key employees, granting share options to eligible employees[165]. - The Group maintains stable business relationships with suppliers, ensuring sufficient inventory levels and bargaining power to manage price fluctuations[168]. Legal and Compliance - The Group's operations are compliant with all relevant laws and regulations in Hong Kong, the PRC, Australia, and Bermuda in 2019[160]. - As of March 31, 2020, a lawsuit against a subsidiary was ongoing, with potential claims amounting to approximately HK$2.3 million, but no provision was deemed necessary at this stage[103].

Financial Performance - The company recorded revenue of approximately HKD 108,594,000 for the six months ended June 30, 2019, a decrease of 17.4% compared to HKD 131,490,000 for the same period in 2018[13]. - Gross profit for the same period was approximately HKD 44,059,000, an increase of 25.2% from HKD 35,180,000 in the previous year[13]. - Profit before tax was approximately HKD 49,428,000, a slight increase of 0.1% compared to HKD 49,394,000 for the six months ended June 30, 2018[13]. - Net profit attributable to the owners of the parent was approximately HKD 41,102,000, up 5.8% from HKD 38,840,000 in the prior year[13]. - Trading business revenue for the six months ended June 30, 2019, was approximately HKD 52.9 million, a decrease of 44.0% compared to HKD 94.6 million for the same period in 2018[25]. - Sales agency service revenue increased approximately 160% to HKD 18.2 million for the six months ended June 30, 2019, compared to HKD 6.9 million for the same period in 2018[26]. - Property investment and leasing business revenue increased by 4.9% to approximately HKD 9.7 million for the six months ended June 30, 2019[27]. - Healthcare-related business revenue increased by 33.5% to approximately HKD 27.7 million for the six months ended June 30, 2019, but incurred a loss of approximately HKD 860,000 due to increased R&D expenses[29]. - The company reported a net profit of HKD 39,212,000 for the six months ended June 30, 2019, compared to HKD 39,051,000 in the same period of 2018, reflecting a slight increase of 0.4%[65]. - Total comprehensive income for the period amounted to HKD 36,719,000, significantly higher than HKD 21,774,000 in the previous year, indicating a year-over-year increase of 68.8%[67]. Investment Activities - The company acquired a 45% stake in Shenzhen Yinguang Biotechnology Co., Ltd. for a total consideration of approximately RMB 55,095,000[16]. - Following the acquisition, the company became the largest shareholder of Shenzhen Yinguang, holding a majority of the board seats[17]. - The company successfully placed 360,000,000 new shares at a price of HKD 0.91 per share, raising approximately HKD 325,707,000 for investment in industrial hemp extraction and general working capital[19]. - The company acquired an additional 5.55% equity stake in Yunnan Hanzu for approximately RMB 14.6 million (approximately HKD 16.5 million) in July 2019[22]. - The company plans to invest no less than HKD 100 million to establish an industrial hemp holding group, with subsidiaries in Australia and Switzerland currently being formed[23]. - The company is actively expanding its presence in the industrial hemp market, with plans for joint ventures and equity purchases to capture growth opportunities[33]. - The company plans to invest no less than HKD 100 million to establish an industrial hemp holding group, Hemp International Holdings Limited[36]. - The group has established a subsidiary in Australia, Australia Hemp Health Pty Ltd, and is in the process of establishing subsidiaries in Switzerland[36]. - The joint venture with Long Dance Industrial aims to create a wholly-owned subsidiary in Japan for the development and application of cannabinoid vaporization technology[39]. - The company holds a 51% equity interest in the joint venture, which is expected to enhance its product portfolio and create new growth opportunities[37]. Financial Position - As of June 30, 2019, the group's cash and cash equivalents totaled approximately HKD 140.24 million, a decrease from HKD 161.14 million as of December 31, 2018[41]. - Current assets amounted to approximately HKD 999.19 million, while current liabilities were about HKD 300.87 million as of June 30, 2019[42]. - The debt-to-equity ratio was 28% as of June 30, 2019, compared to 23% as of December 31, 2018[43]. - The company has sufficient resources and funds to pursue strategic acquisitions amid global economic uncertainties[39]. - Bank loans secured against certain assets amounted to approximately HKD 367.91 million as of June 30, 2019, up from HKD 219.56 million as of December 31, 2018[45]. - The company’s total liabilities increased to HKD 656,261,000 as of June 30, 2019, compared to HKD 474,954,000 at the end of 2018, marking a rise of 38.2%[72]. - The net current assets stood at HKD 698,322,000, significantly higher than HKD 278,398,000 in the previous year, indicating an increase of 150.9%[73]. - The company’s equity attributable to owners of the parent increased to HKD 1,181,778,000 from HKD 817,003,000, reflecting a growth of 44.6%[80]. - The company reported a cash outflow from investing activities of HKD 468,004,000, compared to an inflow of HKD 49,466,000 in the previous year, indicating a significant shift in investment strategy[85]. - The financing activities generated a cash inflow of HKD 402,639,000, a substantial increase from HKD 39,704,000 in the same period last year, suggesting enhanced capital raising efforts[85]. Regulatory and Reporting Standards - The financial statements are prepared in accordance with Hong Kong Financial Reporting Standards, specifically HKFRS 34 for interim financial reporting[91]. - The adoption of HKFRS 16 has been implemented, which requires the recognition and measurement of all leases using a single asset and liability model[95]. - The company has chosen to apply the modified retrospective approach for HKFRS 16, with no restatement of comparative information for 2018[96]. - The company recognized lease liabilities at the present value of remaining lease payments discounted using the incremental borrowing rate as of January 1, 2019[101]. - The company has opted for exemptions for low-value asset leases and short-term leases, recognizing lease payments as expenses on a straight-line basis[100]. - The company’s financial reporting policies are consistent with those applied in the preparation of the annual consolidated financial statements for the year ended December 31, 2018[92]. - The adoption of HKFRS 16 resulted in a right-of-use asset value of HKD 3,497 million and a lease liability of HKD 4,016 million as of January 1, 2019[108]. - The total undiscounted lease liabilities amounted to HKD 4,429 million as of January 1, 2019[112]. - The average incremental borrowing rate as of January 1, 2019, was 6%[113]. - The company recognized short-term lease expenses of HKD 2,852,000 for the six months ended June 30, 2019[120]. Strategic Focus and Future Outlook - The company aims to focus on health solutions and become a leading global health service provider in the second half of 2019[30]. - The company continues to explore market expansion opportunities and new product development strategies in the health industry[62]. - The company plans to expand its health management services and sales agency operations to capture more market share in mainland China[136]. - The company is focusing on enhancing its product offerings and exploring new technologies to improve service delivery[136]. - Future guidance indicates a cautious outlook due to market conditions, with expectations of gradual recovery in revenue streams[136]. Acquisition Details - The company acquired 45% equity in Shenzhen Yinguang for RMB 55.1 million, enhancing its competitive position in health management services[31]. - The acquisition of Shenzhen Yinguang is expected to enhance the company's competitive position in health management services and provide opportunities in the cell and gene therapy market[161]. - The fair value of identifiable net assets of Shenzhen Yinguang at the acquisition date was approximately HKD 31,522,000, with goodwill arising from the acquisition amounting to HKD 50,602,000[189]. - For the six months ended June 30, 2019, the company reported a loss of HKD 3,587,000 attributable to Shenzhen Yinguang, while revenue from the subsidiary was HKD 1,031,000[196]. - If the acquisition had been completed at the beginning of the reporting period, the company's total revenue for the six months ended June 30, 2019, would have been HKD 108,611,000, with profit amounting to HKD 31,691,000[196]. - The company has chosen to measure non-controlling interests based on the proportionate share of identifiable net assets of Shenzhen Yinguang[162]. - The acquisition-related costs were not significant, with cash paid amounting to HKD 64,781,000 and other payables of HKD 422,000[164]. - The company holds a majority of seats on the board of Shenzhen Yinguang, allowing it to control the subsidiary despite owning less than 50% of voting rights[161]. - The acquisition is expected to strengthen the company's research and development capabilities and broaden its product portfolio in the health management sector[161].

Financial Performance - The Group recorded a turnover of approximately HK$230,542,000 for the year ended 31 December 2018, representing an increase of 2.4 times compared to HK$68,705,000 in 2017[20]. - Profit attributable to owners of the Company amounted to approximately HK$80,537,000, a slight increase of 0.6% from HK$80,066,000 in 2017; excluding goodwill impairment, profit increased by 22.5% to approximately HK$98,071,000[20]. - Revenue from the Healthcare Related Business was approximately HK$46,248,000, an increase of 7.5% from HK$43,036,000 in 2017, with profit from this segment rising 10.7 times to approximately HK$2,985,000[20]. - Revenue from the Trading Business was approximately HK$118,847,000, representing an increase of 107.1 times compared to HK$1,099,000 in 2017, with profit increasing 34.4 times to approximately HK$16,221,000[20]. - Revenue from the Agency Service was approximately HK$46,731,000, an increase of 2.2 times from HK$14,727,000 in 2017, with profit rising by 205.3% to approximately HK$39,991,000[25]. - Revenue from the Property Investment and Leasing Business increased by 90.1% to approximately HK$18,716,000, while profit decreased by 29.5% to approximately HK$74,943,000 due to a decrease in fair value gain on investment properties[25]. Dividends and Reserves - The Board does not recommend the payment of a final dividend for the year ended 31 December 2018[25]. - Profit attributable to shareholders before dividends was approximately HK$80,537,000 for the year ended 31 December 2018, compared to HK$80,066,000 in 2017[159]. - The aggregate amount of the Company's reserves available for distribution to its owners as of 31 December 2018 was HK$599,375,000, an increase from HK$501,050,000 in 2017[160]. - The Company did not recommend the payment of a final dividend for the year ended 31 December 2018[157]. Acquisitions and Investments - The Group acquired a 20% equity interest in Yunnan Hansu Biotechnology Co., Ltd. for RMB 60 million, completed on March 16, 2018, with a net profit of RMB 50,020,000 for the year ended December 31, 2018[26]. - Shenzhen Meilleure agreed to acquire a 45% equity interest in Shenzhen Wingor for RMB 55,278,000, enhancing its position in the health management service field[54]. - The acquisition of Shenzhen Wingor is expected to allow the Group to enter the cell and gene treatment market, solidifying its competitive position[54]. - The acquisition of Shenzhen Wingor is expected to enhance the company's competitive position in the health management sector through precision medicine and provide opportunities in the cell and gene therapy market[55]. - The acquisition was completed in February 2019, making the company the largest single shareholder of Shenzhen Wingor[55]. Financial Position - As of December 31, 2018, the group's cash and cash equivalents totaled approximately HK$161,142,000, an increase from HK$50,852,000 in 2017, primarily due to increased fundraising and bank borrowings[56]. - The group had aggregate banking facilities of HK$283,466,000 as of December 31, 2018, compared to HK$175,537,000 in 2017, with a short-term loan of HK$219,563,000 utilized[56]. - Approximately 8.43% of the group's cash and cash equivalents are denominated in Hong Kong dollars, 36.58% in RMB, and 50.61% in US dollars[56]. - The company raised HK$54,600,000 for working capital and the acquisition of the 45% equity interest in Shenzhen Wingor Biotechnology Co., Ltd.[70]. - Bank borrowings secured by the Group's assets amounted to HK$219,563,000 as of 31 December 2018, up from HK$128,287,000 in 2017[1]. - The increase in cash and cash equivalents reflects the company's successful fundraising efforts and strategic financial management[56]. - As of 31 December 2018, the gearing ratio was 23%, down from 30% in 2017, with net debt of HK$249,922,000 and equity attributable to owners of the Company amounting to HK$817,003,000[1]. Legal and Compliance - The Company is currently involved in a legal action with potential damages claimed at approximately HK$2,316,666 plus interests[146][147]. - The directors believe that there is no need to make a provision for the claim due to its preliminary stage and the nature of the acquisition of La Clinique De Paris International Limited[152]. - The Company is not aware of any tax relief or exemption available to shareholders due to their holding of the Company's securities[161]. Employment and Governance - As of December 31, 2018, the Group employed approximately 86 employees[174]. - The Directors are required to retire by rotation once every three years, with one-third of the Directors retiring at each annual general meeting[176]. - The Group's remuneration policies align with market practices and are based on individual performance and experience[174]. Research and Development - Yunnan Hansu is the first facility in China to comply with GMP standards and holds the largest extraction base for Cannabidiol (CBD) and other cannabinol substances[38]. - The cooperation with Hemp Investment Group is a strategic initiative for the Group's investment in the medical and healthcare industry[38]. - Yunnan Hansu has applied for 17 patents and is recognized as a leading benchmark in the hemp industry globally[39].