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].