Business Segments Performance - The healthcare and medical segment generated revenue from hospital operations and club services, with a focus on expanding hospital operations in other cities and provinces in China [12]. - The company sold its club business to reduce operational losses and concentrate resources on hospital operations due to the impact of COVID-19 and weak consumer market [12]. - The beauty and fitness segment's performance remained sluggish in 2020, attributed to changes in consumer behavior during the pandemic, leading to a significant decline in service industry [13]. - The integrated financial services segment, through Green Securities Limited, has been operating at a loss for several years, with no revenue generated from Green Asset Management Limited [13]. - The healthcare and medical business generated revenue of approximately HKD 38,434,000 with an operating loss of HKD 12,883,000, compared to HKD 43,863,000 and HKD 49,978,000 in 2019 respectively [23]. - The beauty and fitness business recorded revenue of approximately HKD 27,054,000 and an operating loss of HKD 22,106,000, down about 22% from HKD 34,754,000 in 2019 [24]. - The group’s integrated financial business generated revenue of approximately HKD 44,000 and an operating loss of HKD 3,865,000, compared to HKD 42,000 and HKD 4,265,000 in 2019 [26]. Financial Performance - The overall business performance was affected by the global outbreak of COVID-19 and the weak consumer market in China [11]. - The total revenue for the year was approximately HKD 65,532,000, a decrease of about 16.69% compared to HKD 78,659,000 in 2019 [21]. - The net loss for the year was approximately HKD 61,312,000, an improvement from a net loss of HKD 151,997,000 in 2019 [35]. - Administrative expenses decreased by approximately 28.76% to HKD 45,790,000 from HKD 64,279,000 in 2019, primarily due to cost-saving measures in response to the pandemic [27]. - The goodwill impairment loss for the hospital business was approximately HKD 2,162,000, significantly lower than HKD 25,692,000 in 2019 [28]. - The group’s financing costs netted approximately HKD 6,381,000, down from HKD 11,225,000 in 2019 [34]. Shareholder Information - The company expressed gratitude to shareholders and investors for their support during the challenging year [9]. - The board did not recommend any dividend payment for the year, consistent with the previous year [56]. - The company reported zero dividends for the fiscal year 2020, consistent with 2019 [78]. - The company’s distributable reserves for shareholders were zero as of December 31, 2020, and 2019 [85]. - The company has not recommended any final dividends for the fiscal year 2020 [78]. Corporate Governance - The board consists of 3 executive directors, 2 non-executive directors, and 3 independent non-executive directors, ensuring a balanced distribution of expertise [137]. - The board held a total of 12 meetings during the year, with attendance rates for executive directors ranging from 50% to 100% [157]. - The company has established procedures for directors to seek independent advice at the company's expense when necessary [136]. - The company has arranged appropriate liability insurance for its directors and senior management, with annual reviews of coverage [151]. - The board is responsible for ensuring compliance with corporate governance policies and regulations, with ongoing training for directors [140]. - All current independent non-executive directors have confirmed their independence in writing, meeting regulatory requirements [143]. - The company’s financial statements are prepared in accordance with Hong Kong Financial Reporting Standards and relevant regulations [155]. - The Audit Committee consists of three independent non-executive directors, ensuring oversight of financial reporting and compliance [161]. - The Audit Committee held four meetings during the year, with full attendance from all members [167]. - The Remuneration Committee reviewed and approved the remuneration policies for executive directors and senior management, ensuring alignment with performance [169]. - The Remuneration Committee convened two meetings during the year, with all members present [173]. - The Nomination Committee conducted three meetings, focusing on the selection standards and diversity policies for board members [179]. Risk Management and Compliance - The company is committed to effective risk management and internal controls to protect shareholder interests and assets [181]. - The company has established a comprehensive internal review process to enhance asset protection and compliance measures [181]. - The audit committee, consisting of three independent non-executive directors, reviewed the financial statements and confirmed compliance with applicable accounting standards [125]. - The company has established an internal audit function with the assistance of an external consultant to review risk management and internal control systems [130]. Share Capital and Financing - The company issued 176,470,588 shares at a principal amount of HKD 120,000,000 on March 23, 2020, to bondholders of convertible bonds [15]. - The 2018 convertible bonds were fully redeemed in cash by bondholders in April 2020 [18]. - The group issued and allotted 1,649,736,733 ordinary shares at a subscription price of HKD 0.06 per share on December 16, 2020 [19]. - As of December 31, 2020, the total issued shares were 3,299,473,466 [104]. - The debt-to-equity ratio was approximately 62% as of December 31, 2020, significantly improved from 142% in the previous year [41]. Assets and Liabilities - As of December 31, 2020, the total assets of the group were approximately HKD 283.98 million, a decrease from HKD 305.38 million as of December 31, 2019 [39]. - The group's liabilities as of December 31, 2020, were approximately HKD 83.41 million, down from HKD 129.22 million in the previous year, resulting in a leverage ratio of approximately 29.4% [39]. - The current ratio improved to approximately 2.42 as of December 31, 2020, compared to 1.17 on December 31, 2019, indicating better liquidity [39]. - Cash and bank balances, including trust and independent accounts, were approximately HKD 141.73 million as of December 31, 2020, compared to HKD 135.20 million in the previous year [40]. Environmental and Social Responsibility - The company emphasizes environmental protection and has implemented green office measures to promote sustainability [120]. Communication and Investor Relations - The company maintains communication with shareholders through various channels, including financial reports and announcements on its website and the stock exchange [198]. - The company encourages investor relations and communication with shareholders and potential investors, providing contact information for inquiries [200].

Financial Performance - For the six months ended June 30, 2020, the company reported a loss of HKD 39,543,000 compared to a loss of HKD 41,076,000 for the same period in 2019, indicating a 3.8% improvement in performance[17] - The company reported a total comprehensive expense of HKD 35,905,000 for the period, down from HKD 40,400,000 in the previous year, representing a 11.9% decrease[17] - The company reported a total comprehensive loss of (41,076) thousand HKD for the period, compared to a loss of (39,543) thousand HKD in the previous year, reflecting a year-over-year increase in losses[26] - The group recorded a net loss of approximately HKD 39,543,000 for the period, slightly improved from a net loss of HKD 41,076,000 in 2019[154] - The company reported a net loss before tax of (38,456) thousand HKD for H1 2020, compared to (40,869) thousand HKD for H1 2019, showing a slight improvement in financial performance[8] Assets and Liabilities - Total assets as of June 30, 2020, were HKD 197,578,000, a decrease of 35.4% from HKD 305,381,000 as of December 31, 2019[22] - Current liabilities decreased to HKD 63,838,000 from HKD 146,646,000, showing a significant reduction of 56.5%[22] - As of June 30, 2020, the total equity of the company was 46,224 thousand HKD, a decrease from 160,109 thousand HKD in the same period of 2019, representing a decline of approximately 71.1%[29] - The group’s cash and bank balances decreased by approximately 65.8% to HKD 46,224,000 from HKD 135,028,000 as of December 31, 2019, primarily due to cash outflows from ongoing operating losses[156] - The total amount of bonds payable increased to HKD 11,903,000 as of June 30, 2020, from HKD 10,997,000 at the end of 2019, reflecting an 8.2% increase[108] Revenue and Segments - The total revenue for the six months ended June 30, 2020, was approximately HKD 29,666,000, a decrease of about 27.24% compared to HKD 40,775,000 for the same period in 2019[143] - The total revenue from the healthcare and medical segment in China was HKD 19,270,000, and from the beauty and fitness segment was HKD 10,363,000 for the six months ended June 30, 2020[53] - The healthcare and medical business recorded revenue of approximately HKD 19,270,000 and an operating loss of HKD 7,309,000, compared to HKD 20,936,000 and HKD 13,314,000 in 2019, indicating a decrease in operating loss due to cost savings from scaling down operations[144] - The beauty and fitness business reported revenue of approximately HKD 10,363,000 and an operating loss of HKD 22,746,000, a significant decline from HKD 19,826,000 in revenue and an operating profit of HKD 2,865,000 in 2019, primarily due to impairment losses and changes in consumer behavior during the pandemic[147] Cash Flow and Financing - The net cash used in operating activities for the six months ended June 30, 2020, was (23,314) thousand HKD, compared to (18,988) thousand HKD for the same period in 2019, indicating a worsening cash flow situation[29] - The company’s financing activities generated a net cash outflow of (67,460) thousand HKD, contrasting sharply with a net inflow of 128,094 thousand HKD in the same period of 2019[29] - The group is seeking to strengthen its financial position through various financing options, including debt or equity financing, and is in discussions with multiple financial institutions and potential investors[156] Share Capital and Ownership - The issued and fully paid shares as of June 30, 2020, were 1,649,736,733, compared to 1,473,266,145 as of December 31, 2019[17] - The company issued 176,470,588 shares upon conversion of convertible bonds, with a conversion price of HKD 0.68 per share[142] - Ms. Zhou holds 1,172,103,735 shares, representing approximately 71.05% of the total issued shares[193] - Wei Xin holds 756,061,682 shares, accounting for approximately 45.83% of the total issued shares[193] - The ownership interests of major shareholders overlap significantly, particularly between Ms. Zhou, Wei Xin, and Mr. Yu[195] Operational Challenges and Strategies - The company has not disclosed any new product launches or technological advancements during this reporting period[17] - The company’s beauty and fitness business experienced a decline in performance due to the impact of the COVID-19 pandemic and related public health measures[139] - The company’s healthcare and medical business demonstrated the ability to maintain normal operations and stable performance despite challenges posed by the pandemic[140] - The company plans to leverage its experience in the healthcare sector to explore suitable investment and acquisition opportunities that align with its existing business[140] Miscellaneous - The company did not recommend any dividend for the six months ended June 30, 2020, consistent with the previous year[8] - The group employed 232 staff in Hong Kong and China as of June 30, 2020, with compensation based on individual and group performance[183] - The group has not engaged in any hedging measures for foreign exchange risks during the period[172] - The group has no outstanding or threatened significant litigation as of the report date[184]

Financial Performance - The group recorded revenue of approximately HKD 78,659,000 for the year, a decrease of about 4.18% compared to HKD 82,092,000 in 2018[23]. - The healthcare and medical business generated revenue of approximately HKD 43,863,000, with an operating loss of HKD 49,978,000, primarily due to goodwill impairment losses of approximately HKD 25,692,000[24]. - The beauty business reported revenue of approximately HKD 34,754,000, a decrease of about 23% compared to HKD 44,858,000 in 2018, with an operating loss of HKD 66,746,000 attributed to impairment losses of HKD 60,143,000[25]. - The financial business generated revenue of approximately HKD 42,000, with an operating loss of HKD 4,265,000, reflecting a significant decline from HKD 173,000 in revenue in 2018[27]. - The group confirmed a net gain of approximately HKD 1,104,000 from the sale of its entire issued share capital in a subsidiary engaged in lending and bad debt investment[18]. - The company recorded a net loss of approximately HKD 151,997,000 for the year, compared to a net loss of HKD 78,154,000 in 2018[39]. Fundraising and Financial Condition - The company improved its financial condition significantly through fundraising activities in 2018 and the first quarter of 2019[7]. - The company raised approximately HKD 156 million from the issuance of 754,716,981 shares at a subscription price of HKD 0.212 per share[16]. - The company completed a subscription agreement on April 3, 2019, raising approximately HKD 156,000,000 through the issuance of 754,716,981 shares at a subscription price of HKD 0.212 per share[41]. - The company redeemed HKD 60,000,000 of convertible bonds with a 6% annual interest rate on April 20, 2020[22]. - The company issued convertible bonds totaling HKD 12,000,000 with an annual interest rate of 8%, which were not converted and matured on April 15, 2019[71]. - The asset-liability ratio was approximately 3.6% as of December 31, 2019, down from 12.3% in 2018, reflecting a significant reduction in interest-bearing borrowings[45]. Operational Segments - The healthcare and medical services segment includes revenue from hospital and club operations, with operations in Hunan Province, China[11]. - The beauty and fitness services segment operates under the "Masha" brand, with 94 employees providing services in Shenzhen, China[12]. - The company is expanding its hospital operations into other provinces in China[12]. - The group primarily engages in providing healthcare and medical services, beauty and fitness services, and integrated financial services, including lending, securities brokerage, and asset management[83]. Governance and Management - The company has a strategy to enhance its corporate value through improved business management and governance[7]. - The board of directors does not recommend the distribution of a final dividend for the years ended December 31, 2019, and 2018[86]. - The company has adopted the corporate governance code and has complied with its provisions, with some deviations noted[158]. - The board of directors is composed of three executive directors and three independent non-executive directors, ensuring a balanced distribution of knowledge and experience[165]. - The audit committee consists of three independent non-executive directors, responsible for reviewing financial reporting processes and risk management[152]. - The company has established three committees: the audit committee, remuneration committee, and nomination committee, to oversee different aspects of governance[183]. Legal and Compliance - The company faced a legal dispute regarding a claim of RMB 4,260,000 for overpaid utility expenses, with counterclaims of RMB 1,560,000 from the property management company[72]. - The company is involved in ongoing legal proceedings regarding disputed shares, which may affect ownership rights[111]. - The company has complied with the public float requirements as per listing rules throughout the year[147]. Employee and Shareholder Information - As of December 31, 2019, the company had 306 employees in Hong Kong and China, with compensation based on individual and company performance[68]. - The company reported zero distributable reserves available for shareholders as of December 31, 2019, and 2018[94]. - Mr. Yu Qigang holds 1,179,456,676 shares, representing approximately 80.06% of the total issued shares[110]. - The company confirmed the independence of all current independent non-executive directors[107]. - The company has a significant shareholder, Wei Xin, which holds 756,061,682 shares, accounting for approximately 51.32% of the total issued shares[117]. Impairments and Losses - The company recognized a loss of approximately HKD 25,692,000 in goodwill impairment, with the carrying amount of goodwill assessed at approximately HKD 10,728,000 as of December 31, 2019[30]. - The carrying value of trademark rights and professional technology was assessed at approximately HKD 34,744,000 as of December 31, 2019, down from HKD 94,887,000 in 2018, resulting in an impairment loss of approximately HKD 60,143,000 for the year[35]. - The group incurred a loss of approximately HKD 11,289,000 from the sale of financial assets due to the failure to meet profit guarantees[34]. Share Options and Capital Structure - A new share option plan was approved on June 26, 2019, allowing for the issuance of up to 147,326,614 options, representing 10% of the issued shares at the time[64]. - The company has not issued any share options under the new share option plan as of the report date[64]. - The capital structure of the company remained unchanged for the years ending December 31, 2019, and 2018, aside from the disclosures provided[57].

ation of r GREEN INTERNATIONAL Holdings limited 格 林 國 際 控 股 有 限 公 司 · · · · o (於開曼群島註冊成立之有限公司) (股份代號 : 2700) · · · · · . I NEW YORK WAS NOT A I 報 들 TECH . . . . . · · · · · 目錄 | --- | --- | --- | --- | --- | --- | --- | |---------------------------|-------|------------------------------|-------|-------|-------|-------| | | | | | | | | | 格林國際控股有限公司 2019 | | | | | | | | 2 | | | | | | | | 4 | | | | | | | | 5 | | 簡明綜合損益及其他全面收益表 | | | | | | 6 | | | | | | | | 8 | | | | | | | | 9 | | | | | | | | 10 | | 簡明綜合中期財務報表附 ...

Capital Raising and Financial Position - The company successfully raised capital through equity and convertible securities fundraising activities in 2018, significantly improving its financial position[9]. - A total of HKD 120 million in convertible bonds was issued at an annual interest rate of 3%, along with HKD 60 million at 6% and HKD 27.2 million at 6%[12]. - The company issued 125 million shares at a conversion price of HKD 0.20 per share following the exercise of conversion rights on March 1, 2018[12]. - The company issued 160 million shares at a conversion price of HKD 0.17 per share after the exercise of conversion rights on March 2, 2018[14]. - The company issued 466,000,000 shares at a subscription price of HKD 0.053 per share, raising approximately HKD 24,500,000, intended for debt repayment[16]. - The company raised approximately HKD 118,200,000 from the issuance of convertible bonds, which was fully utilized for repayment and offsetting debts[41]. - The company issued a total of HKD 60,000,000 convertible bonds with a 6% annual interest rate, fully utilized for settling due debts and/or general working capital[46][48]. - The company completed a subscription agreement with Weixin on April 3, 2019, raising approximately HKD 156 million through the issuance of 754,716,981 shares at HKD 0.212 per share[85]. Revenue and Profitability - Revenue from the healthcare, medical, and related services segment increased following the acquisition of Phoenix Operations Company and its subsidiaries[11]. - The beauty and fitness services segment saw both revenue and operating profit growth, with plans to open new centers in China[11]. - The company recorded total revenue of approximately HKD 82,092,000 for the fiscal year ended December 31, 2018, representing an increase of approximately 51.13% compared to HKD 54,320,000 in 2017[20]. - Revenue from healthcare and medical businesses reached approximately HKD 37,061,000, a significant increase of approximately 129.05% compared to HKD 16,180,000 in 2017, primarily due to contributions from two hospitals acquired during the year[21]. - The beauty and fitness business generated revenue of approximately HKD 44,858,000, with an operating profit of HKD 9,251,000, a turnaround from an operating loss of HKD 51,888,000 in 2017[23]. Financial Losses and Impairments - The company incurred a net finance cost of approximately HKD 13,534,000 for the year, a significant increase from HKD 1,387,000 in 2017, mainly due to a decrease in interest income[25]. - The company recognized an impairment loss of approximately HKD 17,812,000 on goodwill during the year, compared to zero in 2017, following an independent valuation[26]. - The company recorded a net loss of approximately HKD 78,154,000 for the year, a significant improvement from a net loss of HKD 322,239,000 in 2017[35]. - The fair value of convertible bonds classified at fair value through profit or loss was assessed at approximately HKD 2,913,000 as of December 31, 2018, down from HKD 13,229,000 in 2017, resulting in a fair value change of approximately HKD 35,651,000 for the year[31]. - The fair value of custodial shares was evaluated at approximately HKD 15,000,000 as of December 31, 2018, compared to zero in 2017, leading to a fair value change of approximately HKD 1,328,000 for the year[32]. - The fair value change of derivative financial assets was approximately HKD 28,747,000 for the year, compared to zero in 2017[34]. - The company confirmed that the second profit guarantee was not fully achieved, leading to the cancellation of HKD 13,671,875 of the second batch of Ample Reach convertible bonds[19]. Corporate Governance and Management - The company plans to continue enhancing its business management, operations, market development, and corporate governance capabilities to increase corporate value[6]. - The board is actively seeking business opportunities that align with the company's strategic objectives while streamlining existing operations[6]. - The board consists of three executive directors and three independent non-executive directors, ensuring a balanced distribution of knowledge and experience[162]. - The chairman and CEO roles are distinct, with the chairman leading the board and ensuring its effective functioning[165]. - The CEO is responsible for the daily management and operations of the company, including monitoring financial and operational performance[166]. - The company is in the process of finding a suitable candidate to fill the CEO position, which has been vacant since November 29, 2018[167]. - The company has adopted corporate governance practices in line with the Hong Kong Stock Exchange's corporate governance code[152]. - The audit committee, consisting of three independent non-executive directors, reviewed the audited consolidated financial statements for the year ended December 31, 2018[147]. Legal and Compliance Matters - The independent auditor issued a qualified opinion on the consolidated financial statements for the year ended December 31, 2018, due to uncertainties regarding impairment losses and opening balances[83]. - The company has retained the right to appoint a placement agent to sell the escrow shares and keep all proceeds as compensation for default due to the unmet profit guarantee[19]. - The company has instructed its legal advisors to continue pursuing outstanding debts from various borrowers[80]. - The company is involved in ongoing legal proceedings regarding the disputed shares of Gold Bless[120]. Assets and Liabilities - As of December 31, 2018, the total assets of the group were approximately HKD 329,057,000, an increase from HKD 199,769,000 as of December 31, 2017[60]. - The interest-bearing borrowings decreased to approximately HKD 40,486,000 from HKD 116,575,000, resulting in a debt-to-asset ratio of about 12.30%, down from 58.35%[60]. - The net current liabilities were approximately HKD 2,865,000, with current assets of about HKD 117,088,000 and current liabilities of approximately HKD 119,953,000, leading to a current ratio of about 0.98, up from 0.28[60]. - The company reported zero distributable reserves available for shareholders as of December 31, 2018, and 2017[106]. - As of December 31, 2018, current liabilities exceeded current assets by approximately HKD 2,865,000, indicating significant uncertainty regarding the company's ability to continue as a going concern[84]. Employee and Operational Matters - The group employed 327 staff in Hong Kong and China as of December 31, 2018, and evaluates employee compensation based on performance and market standards[79]. - The company has implemented measures to improve its working capital, liquidity, and cash flow situation[186]. - The management provided monthly updates to the board regarding the company's performance, condition, and outlook throughout the year[155]. - The company has adopted internal control policies to ensure proper financial reporting and record-keeping[155]. Shareholder Information - As of December 31, 2018, Mr. Yu holds 1,693,579,979 shares, representing approximately 58.92% of the total issued shares[117]. - Mr. Liu holds 251,460,000 shares, which accounts for approximately 8.75% of the total issued shares[121]. - The total number of issued shares as of December 31, 2018, is 2,874,196,656[122]. - Hong Kong Ying Er holds 705,882,352 shares, representing approximately 24.56% of the total issued shares[125]. - Gold Bless holds 987,697,627 shares, accounting for approximately 34.36% of the total issued shares[125]. - Mr. Li holds 352,941,176 shares, which is approximately 12.28% of the total issued shares[125]. - Ms. Ye holds 266,000,000 shares, representing approximately 9.25% of the total issued shares[125]. - Mr. Huang holds 234,375,000 shares, accounting for approximately 8.15% of the total issued shares[125]. - The shares held by Mr. Yu and Winning Top in Gold Bless overlap with the shares held by Mr. Yang[120]. - Smoothly Good, a controlled corporation wholly owned by Mr. Liu, holds 160,000,000 shares, which overlap with Mr. Liu's perceived ownership[129]. - The percentage of shares held is calculated based on the total issued shares of 2,874,196,656 as of December 31, 2018[130].