Core Viewpoint - The Chinese home appliance industry is transitioning from a phase of rapid scale expansion to a focus on high-quality transformation, emphasizing value upgrades over price wars [3][15]. Industry Overview - The competition logic in the home appliance sector is shifting from scale expansion to value enhancement, with companies needing to find new growth drivers in this new cycle [3][5]. - Traditional categories like televisions and refrigerators are facing short-term adjustments, while emerging categories such as dryers and dishwashers are gaining market share, indicating a shift in industry dynamics [3][4]. Company Performance - Midea reported revenue of 251.12 billion yuan for the first half of 2025, a year-on-year increase of 15.58%, with net profit rising by 25.04% to 26.01 billion yuan, driven by diversified business synergies [4]. - Haier's revenue reached 156.49 billion yuan, up 10.2%, with net profit increasing by 15.6% to 12.03 billion yuan, supported by its high-end market strategy [4]. - Gree's revenue was 97.33 billion yuan, a slight decline of 2.46%, but net profit increased by 1.95% to 14.41 billion yuan, with growth in overseas and industrial products [4][7]. Competitive Landscape - The competition is evolving from merely capturing existing market share to focusing on detailed, scenario-based, and personalized innovations to extract incremental growth from existing markets [5][14]. - The overseas market is becoming a critical battleground for growth, with companies needing to adapt their strategies to local market characteristics [5][10]. Emerging Trends - Gree's reliance on air conditioning remains high, with this segment accounting for 78.38% of its revenue, highlighting the risks of dependence on a single product category [7]. - Midea's diversified business model has shown resilience, with its new energy and industrial technology segments generating significant revenue growth [8][9]. - Haier has successfully positioned itself in the high-end market, with its Casarte brand leading in market share for premium appliances [9]. Global Expansion - Midea's overseas revenue reached 107.2 billion yuan, a 17.7% increase, with a focus on global distribution and local production to reduce costs [12]. - Haier's overseas revenue was 79.08 billion yuan, up 11.66%, with over 50% of its total revenue coming from international markets, showcasing its global strategy [13]. - Gree's overseas revenue was 16.34 billion yuan, a 10.19% increase, but its market share remains significantly lower compared to Midea and Haier [13]. Future Outlook - The smart home market in China is expected to grow steadily, with a projected shipment of 281 million units in 2025, indicating a shift towards refined operations and product upgrades [14]. - The industry is moving towards a "value war," where companies must focus on demand insights and technological advancements rather than just cost control [15].

FF301 股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2025年8月31日 狀態: 新提交 致：香港交易及結算所有限公司 公司名稱: 衍生集團(國際)控股有限公司 (於開曼群島註冊成立之有限公司) 呈交日期: 2025年9月1日 I. 法定/註冊股本變動 第 2 頁 共 10 頁 v 1.1.1 III.已發行股份及/或庫存股份變動詳情 (A). 股份期權（根據發行人的股份期權計劃） | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 06893 | 說明 | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | 法定/註冊股本 | | | 上月底結存 | | | 2,000,000,000 | HKD | | 0.1 HKD | | 200,000,000 | | 增加 / 減少 (-) | | | 0 | | | HKD | | ...

公司名稱: 衍生集團(國際)控股有限公司 (於開曼群島註冊成立之有限公司) FF301 股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2025年7月31日 狀態: 新提交 致：香港交易及結算所有限公司 呈交日期: 2025年8月1日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 06893 | 說明 | | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 2,000,000,000 | HKD | | 0.1 | HKD | | 200,000,000 | | 增加 / 減少 (-) | | | 0 | | | | HKD | | 0 | | 本月底結存 | | | 2,000,000,000 | HKD | | 0.1 | H ...

| 財務摘要 2 | | --- | | 釋義 3 | | 公司資料 5 | | 主席報告 6 | | 管理層討論及分析 9 | | 董事及高級管理層 19 | | 環境、社會及管治報告 23 | | 企業管治報告 56 | | 董事會報告 76 | | 獨立核數師報告 90 | | 綜合損益及其他全面收益表 96 | | 綜合財務狀況表 98 | | 綜合權益變動表 100 | | 綜合現金流量表 101 | | 綜合財務報表附註 103 | | 五年財務概要 176 | 財務摘要 | | 2024/2025 | 2023/2024 | 增加╱（減少） | % | | --- | --- | --- | --- | --- | | 經營業績（千港元） | | | | | | 收入 | 91,887 | 92,617 | (730) | (0.8) | | 毛利 | 60,283 | 57,406 | 2,877 | 5.0 | | 年內虧損 | (49,420) | (36,400) | 13,020 | 35.8 | | 盈利能力（%） | | | | | | 毛利率 | 65.6 | 62.0 | 3. ...

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，概不會就本公告全部或任何部分內容而產生或 因依賴該等內容而引致的任何損失承擔任何責任。 （於開曼群島註冊成立之有限公司） （股份代號：6893） 截至2025年3月31日止年度之 年度業績公告 | 財務摘要 | | | | | --- | --- | --- | --- | | | 截至3月31日止年度 | | | | | 2025 | 2024 | 變動 | | | 千港元 | 千港元 | % | | 收入 | 91,887 | 92,617 | (0.8) | | 毛利 | 60,283 | 57,406 | 5.0 | | 年內虧損 | (49,420) | (36,400) | 35.8 | | 年內其他全面（開支）╱收入 | (3,795) | 5,820 | | | 每股虧損－基本及攤薄（港仙） | (4.52) | (3.36) | | –1– 業績 董事會宣佈衍生集團（國際）控股有限公司及其附屬公司截至2025年3月31日止年度之經審核 綜合業績，連同截至2024年3月31 ...

截至5月6日收盘，衍生集团（06893.HK）报0.180港元，较上个交易日上涨0.56%，当日盘中最低价触 及0.165港元，创近一年新低。 衍生集团(国际)控股有限公司(股份代号:6893)专注于开发儿科保健品、中成药、及中医相关的健康项 目。集团于1996年成立,业务遍及中国内地、香港、澳门、台湾及东南亚等地区,积极达致品牌及产品多 元化发展,照顾各个家庭的健康需要。集团以专业的管理、进取的精神、严谨的态度,凭借雄厚的实力,已 成为集研发设计、生产加工、策划推广、市场营销、物流配送为一体的中医儿童专业服务与管理企业, 并积极发展中医药文化教育及生态产业。集团旗下生产基地'衍生健康医药产业园'位于广东省云浮市云 城区,已通过'食品生产许可SC认证',具备多条可作全自动生产包装的流水线,以生产衍生品牌系列食品、 保健品等产品为主,同时专业提供优质的符合GMP要求的外品牌委托加工生产(OEM)及受委托研发设计 生产代工策划(ODM)服务,业务涵盖饮料、方便食品、糖果制品等健康食品类目。'衍生'品牌严选本草精 华,配合现代高科技,推出多元化的保健药品及食品,当中多款产品已获发中成药注册(HKC)编号,通过多项 ...

Revenue and Sales Performance - Total revenue for the six months ended September 30, 2024, was HKD 52,318,000, representing an increase from HKD 46,214,000 for the same period in 2023, reflecting a growth of approximately 13.5%[1] - Sales of health products amounted to HKD 50,618,000, while personal care products generated HKD 1,140,000, indicating a significant contribution to overall revenue[1] - The group's revenue from the Hong Kong market for the six months ended September 30, 2024, was approximately HKD 29.4 million, a decrease from HKD 39 million in 2023, representing 63.7% of total revenue compared to 74.6% in 2023[45] - Revenue from the mainland China market increased to approximately HKD 16.8 million for the same period, up from HKD 13.3 million in 2023, accounting for 36.3% of total revenue compared to 25.4% in 2023[45] - The group's revenue for the period was approximately HKD 46.2 million, a decrease of about 11.7% compared to HKD 52.3 million in the same period of 2023[57] - The product development segment accounted for approximately 98.0% of total revenue, slightly down from 98.1% in 2023[57] - The health segment contributed approximately 0.7% to total revenue, up from about 0.6% in 2023[57] - Revenue from the product development division decreased by approximately HKD 6.1 million, a decline of about 11.8% compared to the same period in 2023, primarily due to reduced income from the Hong Kong market[85] - Revenue from the e-commerce platform accounted for approximately HKD 8.2 million, a slight increase from HKD 8.1 million in 2023, reflecting the growing trend of online shopping, especially in mainland China[84] Financial Performance and Losses - The company reported a net loss of HKD 18,873,000 for the six months ended September 30, 2024, compared to a loss of HKD 10,450,000 for the same period in 2023, representing an increase in losses of approximately 80.5%[8] - The group recorded a net loss of approximately HKD 19.2 million for the period, compared to a net loss of approximately HKD 10.5 million in the same period of 2023[72] - The net loss for the period was HKD 19,242,000, which is an increase from a net loss of HKD 10,462,000 in the same period last year, representing an increase of about 84.5%[183] - The basic and diluted loss per share for the period was HKD 1.73, compared to HKD 0.96 in the same period last year, indicating a deterioration in earnings per share[183] Assets and Liabilities - The company’s total assets and liabilities will be further detailed in the upcoming financial reports, indicating ongoing assessments for future growth strategies[11] - As of September 30, 2024, the total assets amounted to HKD 599,560,000, an increase from HKD 587,854,000 as of March 31, 2024, representing a growth of approximately 1.2%[176] - The total liabilities as of September 30, 2024, were HKD 400,727,000, slightly up from HKD 374,576,000 as of March 31, 2024, indicating an increase of about 7%[178] - Current liabilities exceeded current assets by approximately HKD 196,704,000, indicating significant uncertainty regarding the group's ability to continue as a going concern[192] Operational Strategies and Future Plans - The group plans to phase out low-margin products and allocate more resources to the product development segment, which is expected to yield higher profit margins[48] - The group plans to expand its e-commerce presence and has implemented marketing strategies to enhance brand influence and customer loyalty[67] - The group plans to expand its distribution network in mainland China, particularly in the children's health supplement market, which is expected to benefit from the implementation of China's "three-child" policy[82] - The group is implementing strategies to improve profitability and operational performance, including enhancing production efficiency of proprietary brand products[192] - The group aims to reduce product costs through in-house production as part of its business strategy[192] Shareholder Information and Corporate Governance - 彭少衍为主要股东，持有554,242,000股股份，约占50.76%[127] - 截至2024年9月30日，已发行股份总数为1,091,796,000股[126] - The audit committee consists of three independent non-executive directors, ensuring compliance with corporate governance codes[137] - The company has established a risk management and internal control system overseen by the audit committee[137] - The board consists of seven directors, including two executive directors and three independent non-executive directors[162] Cash Flow and Financial Management - The company’s cash and cash equivalents at the end of the period were HKD 5,231,000, compared to HKD 3,621,000 at the end of the same period last year, showing an increase of approximately 44.5%[187] - The operating cash flow for the period was a net outflow of HKD 11,175,000, compared to a net inflow of HKD 5,616,000 in the same period last year[187] - The group maintains ongoing communication with its main banks, with no indication of banks intending to withdraw financing or demand early repayment[192] - The board believes that the group will have sufficient working capital to meet its operational and financial obligations for the next twelve months due to expected bank loan renewals and available bank financing[196] Tax and Other Income - The company’s tax expense for the period included HKD 229,000 for Hong Kong profits tax, compared to HKD 8,000 in the previous year, indicating a significant increase in tax obligations[5] - Other income decreased by approximately 12.4% to about HKD 0.7 million for the six months ended September 30, 2024, primarily due to a decline in fair value gains on financial assets measured at fair value through profit or loss, which fell by about 9.2% to approximately HKD 1.8 million[27] - Other income increased by approximately 79.1% to about HKD 1.8 million, driven by government subsidies and the confirmation of customer deposit forfeitures[88] Legal and Compliance Matters - The group confirmed a provision of approximately HKD 18 million in the profit and loss account related to legal costs and unpaid construction costs[123] - The company has established a crisis management team to handle emergencies related to product safety[172] - The company ensures compliance with applicable laws and regulations through its risk management and internal control systems[159]

Financial Performance - Revenue for the six months ended September 30, 2024, was HKD 46,214,000, a decrease of 11.7% compared to HKD 52,318,000 for the same period in 2023[2] - Gross profit for the same period was HKD 30,012,000, down 7.9% from HKD 32,597,000 in 2023[2] - The company reported a loss of HKD 19,242,000 for the period, representing an increase in loss of 83.9% from HKD 10,462,000 in the previous year[2] - Basic and diluted loss per share was HKD 1.73, compared to HKD 0.96 for the same period last year[6] - The company reported a loss before tax of HKD 19,234,000 for the six months ended September 30, 2024, compared to a loss of HKD 10,233,000 for the same period in 2023, reflecting a worsening financial performance[25] - The group recorded a net loss of approximately HKD 19.2 million for the current period, compared to a net loss of HKD 10.5 million for the six months ended September 30, 2023[66] - The company reported a loss attributable to shareholders of HKD 18,873,000 for the six months ended September 30, 2024, compared to a loss of HKD 10,450,000 for the same period in 2023, representing an increase in loss of approximately 80.5%[33] Revenue Breakdown - The health segment generated revenue of HKD 329,000, while the product development segment contributed HKD 45,280,000, indicating a significant reliance on product development for overall revenue[25] - Revenue from health services was HKD 296,000, showing the segment's contribution to the overall revenue despite being relatively small[23] - Revenue from the product development segment accounted for approximately 98.0% of total revenue, slightly down from 98.1% in 2023[41] - Revenue from the Hong Kong market decreased to approximately HKD 29.4 million, representing 63.7% of total revenue, down from 74.6% in 2023[42] - Revenue from the China market increased to approximately HKD 16.8 million, accounting for 36.3% of total revenue, up from 25.4% in 2023[42] - The product development segment reported a revenue of approximately HKD 45.3 million, a decrease of about 11.8% from HKD 51.4 million in 2023, with a loss of HKD 8.9 million and a loss margin of 19.6%[45] - The brand development and management segment's revenue was approximately HKD 0.3 million, down 58.0% from HKD 0.6 million in 2023, contributing about 0.6% to total revenue[46] - The trading segment's revenue increased significantly to approximately HKD 338,000, up 865.7% from HKD 35,000 in 2023, representing about 0.7% of total revenue[47] Assets and Liabilities - Total assets as of September 30, 2024, amounted to HKD 599,560,000, an increase from HKD 587,854,000 as of March 31, 2024[8] - Current liabilities were HKD 245,911,000, slightly up from HKD 244,245,000 in the previous period[11] - Trade receivables, net of credit loss provisions, were HKD 10,504,000 as of September 30, 2024, compared to HKD 12,061,000 as of March 31, 2024[35] - The group's bank balance decreased from about HKD 11.2 million on March 31, 2024, to about HKD 5.2 million on September 30, 2024[75] - As of September 30, 2024, the debt-to-equity ratio was 1.7, up from 1.5 on March 31, 2024[75] - The group's pledged assets amounted to approximately HKD 440.4 million as of September 30, 2024, down from HKD 451.1 million on March 31, 2024[79] Cost Management and Efficiency - The company is implementing strategies to improve production efficiency of its proprietary brand products to reduce costs[13] - The depreciation of property, plant, and equipment amounted to HKD 6,714,000 for the six months ended September 30, 2024, down from HKD 8,541,000 in 2023, indicating potential cost-saving measures[30] - Sales and distribution expenses increased by approximately 154.1% to HKD 7.1 million, mainly due to higher advertising and promotional costs[62] - The group's inventory decreased by approximately 12.2% from about HKD 14.2 million on March 31, 2024, to about HKD 12.5 million on September 30, 2024, primarily due to a reduction in raw materials from about HKD 4 million to about HKD 2.1 million, a decrease of approximately 48.0%[72] Financing and Capital Structure - Management is actively seeking alternative financing sources, including equity financing, to improve capital structure and reduce overall financing costs[13] - The company maintains ongoing communication with its main banks regarding its financing arrangements, with no indications of withdrawal of bank financing[13] - The board believes that the company will have sufficient working capital to meet its operational and financial obligations for at least the next twelve months[14] Strategic Initiatives - The group plans to expand its distribution network in mainland China, particularly in the children's health supplement market, benefiting from the "three-child" policy[51] - The group has constructed a production facility in Yunfu, Guangdong Province, to enhance production efficiency and quality control of its health supplement products[54] - The group aims to enhance brand awareness through targeted advertising and a multi-channel marketing strategy[52] Other Information - The company did not declare any dividends for the interim period, consistent with the previous year[31] - The company applied new accounting standards that did not have a significant impact on the financial performance for the current and prior periods[19] - The group had no significant acquisitions or disposals during the period[84] - The interim report for the six months ending September 30, 2024, will be published by December 2024 according to listing rules[93] - The company operates in various segments including personal care products, health supplements, and home products under its own brands[98] - The company is involved in the trading and distribution of skincare and personal care products sourced from authorized distributors and independent merchants[99]

已出席會議╱有權出席會議之次數 董事會會議 董事會與管理層 59 衍生集團（國際）控股有限公司 二零二三/二零二四年年度報告 董事會授權 除定期董事會會議外，管理層亦每週舉行會議以審閲、討論財務及營運事宜並就此作出決定。 企業管治報告 企業管治報告 彭少衍先生（主席）為關麗雯女士之配偶。除以上披露者外，董事之間概無其他關係（包括財務、商業、 親屬或其他重大╱相關的關係）。 執行董事向高級管理人員授權部分日常管理、行政和營運。在上述人員進行重大交易之前，必須經董事會 批准。董事會還得到執行董事及高級管理層的全面支持以履行職責。 就本企業管治報告而言，管理層包括執行董事、高級管理人員及部門主管。彼等於執行董事的領導下，負 責本集團的日常營運、管理及行政。彼等亦會執行及落實董事會釐定的策略和指示。 衍生集團（國際）控股有限公司 二零二三/二零二四年年度報告 60 根據企業管治守則的守則條文第 C.2.1 條，主席與行政總裁的角色應有區分，並不應由一人同時兼任。彭少 衍先生為本公司的主席兼行政總裁。鑒於彭先生為本集團共同創辦人之一及自 1996 年以來一直有效地經營 與管理本集團，故董事會認為以彭先生在行業中淵博的知 ...

[Financial Highlights](index=1&type=section&id=%E8%B2%A1%E5%8B%99%E6%91%98%E8%A6%81) The company reported a 13.7% revenue increase and a 47.8% gross profit growth, significantly reducing its loss for the year Financial Highlights for the Year Ended March 31, 2024 | Metric | 2024 (Thousand HKD) | 2023 (Thousand HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 92,617 | 81,460 | 13.7 | | Gross Profit | 57,406 | 38,836 | 47.8 | | Loss for the Year | (36,400) | (49,168) | (26.0) | | Other Comprehensive Income/(Expense) for the Year | 5,820 | (12,721) | 145.8 | | Loss Per Share – Basic and Diluted (HK cents) | (3.36) | (4.53) | - | [Results](index=2&type=section&id=%E6%A5%AD%E7%B8%BE) The company narrowed its net loss in FY2024 with increased revenue and gross profit, while facing significant uncertainty regarding its going concern due to net current liabilities [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=2&type=section&id=%E7%B6%9C%E5%90%88%E6%90%8D%E7%9B%8A%E5%8F%8A%E5%85%B6%E4%BB%96%E5%85%A8%E9%9D%A2%E6%94%B6%E5%85%A5%E8%A1%A8) The company recorded a net loss of **HKD 36.4 million** in FY2024, a reduction from **HKD 49.2 million** last year, driven by a **13.7% revenue growth** and a **47.8% gross profit increase**, with other comprehensive income turning positive Key Data from Consolidated Statement of Profit or Loss and Other Comprehensive Income | Metric | 2024 (Thousand HKD) | 2023 (Thousand HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 92,617 | 81,460 | 13.7 | | Cost of Sales | (35,211) | (42,624) | (17.4) | | Gross Profit | 57,406 | 38,836 | 47.8 | | Other Income | 3,085 | 5,874 | (47.6) | | Other Gains and Losses, Net | (1,449) | (4,215) | 65.6 | | Selling and Distribution Expenses | (12,526) | (5,349) | 134.2 | | Administrative and Other Operating Expenses | (67,012) | (70,309) | (4.7) | | Finance Costs | (16,299) | (14,060) | 15.9 | | Loss Before Tax | (36,795) | (49,223) | (25.3) | | Income Tax Credit | 395 | 55 | 618.2 | | Loss for the Year | (36,400) | (49,168) | (26.0) | | Other Comprehensive Income/(Expense) for the Year | 5,820 | (12,721) | 145.8 | | Total Comprehensive Expense for the Year | (30,580) | (61,889) | (50.6) | Loss Per Share | Metric | 2024 (HK cents) | 2023 (HK cents) | | :--- | :--- | :--- | | Basic and Diluted Loss Per Share | (3.36) | (4.53) | [Consolidated Statement of Financial Position](index=4&type=section&id=%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E7%8B%80%E6%B3%81%E8%A1%A8) As of March 31, 2024, total assets slightly decreased, net current liabilities expanded to **HKD 198.6 million**, and net assets declined, indicating significant going concern uncertainty Key Data from Consolidated Statement of Financial Position | Metric | 2024 (Thousand HKD) | 2023 (Thousand HKD) | | :--- | :--- | :--- | | Total Assets | 587,854 | 618,277 | | Net Current Liabilities | (198,600) | (174,216) | | Net Assets | 209,331 | 239,911 | | Total Equity | 209,331 | 239,911 | - As of March 31, 2024, the Group's current liabilities exceeded its current assets by approximately **HKD 198.6 million**, indicating a material uncertainty that may cast significant doubt on the Group's ability to continue as a going concern[11](index=11&type=chunk) [Notes](index=6&type=section&id=%E9%99%84%E8%A8%BB) This section provides detailed explanations and disclosures for the consolidated financial statements, covering accounting policies, revenue, segments, and financial instruments [1. Basis of Preparation](index=6&type=section&id=1.%20Basis%20of%20Preparation) The consolidated financial statements are prepared under HKFRS, with the company facing significant going concern uncertainty due to a **HKD 36.4 million** net loss and **HKD 198.6 million** net current liabilities, prompting management to implement various remedial measures - The Group incurred a net loss of approximately **HKD 36.4 million** for the year ended March 31, 2024, with current liabilities exceeding current assets by approximately **HKD 198.6 million**, indicating a material uncertainty regarding its ability to continue as a going concern[11](index=11&type=chunk) - Management has implemented business strategies to enhance production efficiency, control administrative and operating costs, and seek alternative financing sources to improve the capital structure[11](index=11&type=chunk) - As of March 31, 2024, the Group had unutilized bank facilities of approximately **HKD 8.32 million**, and the Directors expect to renew these facilities upon maturity[12](index=12&type=chunk) [2. Application of New and Revised Hong Kong Financial Reporting Standards](index=7&type=section&id=2.%20Application%20of%20New%20and%20Revised%20Hong%20Kong%20Financial%20Reporting%20Standards) The company adopted several new and revised HKFRS this year with no significant impact on current or prior period financial performance, and future standards are not expected to have a material effect, except for certain liability classification amendments - The application of new and revised Hong Kong Financial Reporting Standards this year had no material impact on the Group's financial position and performance[14](index=14&type=chunk) - Except for amendments to HKAS 1 regarding the classification of liabilities, other new standards issued but not yet effective are not expected to have a significant impact on the consolidated financial statements[15](index=15&type=chunk) [3. Revenue](index=8&type=section&id=3.%20Revenue) Total revenue for FY2024 was **HKD 92.6 million**, predominantly from the sale of goods, accounting for approximately **99.4%**, with a minor and declining contribution from healthcare services Revenue Stream Analysis | Revenue Category | 2024 (Thousand HKD) | 2023 (Thousand HKD) | | :--- | :--- | :--- | | Sale of goods | 92,049 | 80,765 | | Provision of healthcare services | 568 | 695 | | **Total Revenue** | **92,617** | **81,460** | [4. Segment Information](index=8&type=section&id=4.%20Segment%20Information) The company operates four business segments: Product Development, Brand Development and Management, Trading of Goods, and Health, with Product Development being the largest revenue contributor at **97.7%** and showing improved segment loss, while Hong Kong revenue grew and Mainland China revenue declined Revenue and Segment (Loss)/Profit by Business Segment (2024) | Segment | External Sales (Thousand HKD) | Segment (Loss)/Profit (Thousand HKD) | | :--- | :--- | :--- | | Product Development Segment | 90,505 | (19,040) | | Brand Development and Management Segment | 1,413 | 69 | | Trading of Goods Segment | 131 | 91 | | Health Segment | 568 | (766) | | **Total** | **92,617** | **(19,646)** | Revenue and Non-current Assets by Geographical Location | Geographical Location | Revenue from External Customers 2024 (Thousand HKD) | Revenue from External Customers 2023 (Thousand HKD) | Non-current Assets 2024 (Thousand HKD) | Non-current Assets 2023 (Thousand HKD) | | :--- | :--- | :--- | :--- | :--- | | Hong Kong, China | 65,815 | 46,038 | 208,872 | 214,626 | | Mainland China | 26,802 | 35,422 | 298,190 | 336,072 | | **Total** | **92,617** | **81,460** | **507,062** | **550,698** | Revenue from Major Customers | Customer | 2024 (Thousand HKD) | 2023 (Thousand HKD) | | :--- | :--- | :--- | | Customer A | 14,423 | Not Applicable | | Customer B | 11,786 | 9,779 | [5. Other Income](index=10&type=section&id=5.%20Other%20Income) Other income decreased from **HKD 5.9 million** in 2023 to **HKD 3.1 million** in 2024, primarily due to reduced government grants and bank interest income Other Income Details | Category | 2024 (Thousand HKD) | 2023 (Thousand HKD) | | :--- | :--- | :--- | | Interest income from bank deposits | 80 | 757 | | Rental income | 531 | 607 | | Government grants | 1,421 | 2,666 | | Others | 1,053 | 1,844 | | **Total** | **3,085** | **5,874** | [6. Other Gains and Losses, Net](index=10&type=section&id=6.%20Other%20Gains%20and%20Losses,%20Net) Net other losses improved to **HKD 1.4 million** in 2024 from **HKD 4.2 million** in 2023, mainly due to fair value gains on financial assets at fair value through profit or loss, partially offset by impairment losses on property, plant, and equipment Other Gains and Losses, Net Details | Category | 2024 (Thousand HKD) | 2023 (Thousand HKD) | | :--- | :--- | :--- | | Fair value changes on financial assets at fair value through profit or loss – gains/(losses) | 6,682 | (1,279) | | Fair value loss on investment properties | (980) | (765) | | Impairment loss recognised under expected credit loss model on trade receivables | (1,464) | (285) | | Impairment loss recognised on property, plant and equipment | (3,856) | - | | Net exchange losses | (1,764) | (1,263) | | **Total** | **(1,449)** | **(4,215)** | [7. Finance Costs](index=11&type=section&id=7.%20Finance%20Costs) Finance costs increased from **HKD 14.1 million** in 2023 to **HKD 16.3 million** in 2024, primarily driven by higher interest expenses on bank loans Finance Costs Details | Category | 2024 (Thousand HKD) | 2023 (Thousand HKD) | | :--- | :--- | :--- | | Interest expense on bank loans | 16,207 | 13,971 | | Interest expense on other loans | 6 | - | | Interest expense on lease liabilities | 86 | 89 | | **Total borrowing costs** | **16,299** | **14,060** | [8. Income Tax Credit](index=11&type=section&id=8.%20Income%20Tax%20Credit) An income tax credit of **HKD 395,000** was recorded in 2024, a significant increase from **HKD 55,000** in 2023, with Hong Kong profits tax applying a two-tiered rate and Mainland China subsidiaries at **25%** Income Tax Credit Details | Category | 2024 (Thousand HKD) | 2023 (Thousand HKD) | | :--- | :--- | :--- | | Current tax: Hong Kong profits tax | 13 | 133 | | Current tax: Mainland China enterprise income tax | 46 | 51 | | Deferred tax: For the year | (454) | (239) | | **Total income tax credit recognised in profit or loss** | **(395)** | **(55)** | - Hong Kong profits tax applies a two-tiered rate, with the first **HKD 2 million** of assessable profits taxed at **8.25%** and the remainder at **16.5%**[27](index=27&type=chunk) - Mainland China subsidiaries are subject to an enterprise income tax rate of **25%**[28](index=28&type=chunk) [9. Loss for the Year](index=12&type=section&id=9.%20Loss%20for%20the%20Year) The net loss for 2024 narrowed to **HKD 36.4 million** from **HKD 49.2 million** in 2023, primarily influenced by depreciation, staff costs, and inventory costs Key Items Affecting Loss for the Year | Item | 2024 (Thousand HKD) | 2023 (Thousand HKD) | | :--- | :--- | :--- | | Total depreciation | 23,021 | 25,564 | | Staff costs (including Directors' emoluments) | 30,436 | 30,004 | | Cost of inventories recognised as an expense | 31,646 | 38,194 | | Net rental income from investment properties | (490) | (589) | [10. Loss Per Share](index=12&type=section&id=10.%20Loss%20Per%20Share) Basic and diluted loss per share improved to **3.36 HK cents** in 2024 from **4.53 HK cents** in 2023 Loss Per Share Calculation Data | Metric | 2024 (Thousand HKD/Thousand Shares) | 2023 (Thousand HKD/Thousand Shares) | | :--- | :--- | :--- | | Loss for the year used in the calculation of basic and diluted loss per share | (36,705) | (49,491) | | Weighted average number of ordinary shares | 1,091,796 | 1,091,796 | | **Basic and Diluted Loss Per Share (HK cents)** | **(3.36)** | **(4.53)** | [11. Dividends](index=13&type=section&id=11.%20Dividends) No dividends were paid or proposed for the year ended March 31, 2024 - No dividends were paid or proposed to ordinary shareholders of the Company for the year ended March 31, 2024[31](index=31&type=chunk) [12. Trade and Other Receivables](index=13&type=section&id=12.%20Trade%20and%20Other%20Receivables) Total trade and other receivables decreased from **HKD 13.8 million** in 2023 to **HKD 12.0 million** in 2024, with trade receivables (net of credit loss allowance) declining by **20.4%** Trade and Other Receivables Details | Category | 2024 (Thousand HKD) | 2023 (Thousand HKD) | | :--- | :--- | :--- | | Trade receivables (net of allowance for credit losses) | 7,939 | 9,969 | | Prepayments to suppliers | 1,120 | 1,055 | | Prepayments for other expenses | 2,448 | 2,276 | | Deposits | 465 | 508 | | **Total** | **11,972** | **13,808** | Ageing Analysis of Trade Receivables (Net of Allowance for Credit Losses) | Ageing | 2024 (Thousand HKD) | 2023 (Thousand HKD) | | :--- | :--- | :--- | | 0 to 30 days | 3,914 | 5,520 | | 31 to 60 days | 2,094 | 2,135 | | 61 to 90 days | 1,929 | 919 | | 91 to 365 days | 2 | 357 | | Over 365 days | - | 1,038 | | **Total** | **7,939** | **9,969** | [13. Trade and Other Payables](index=14&type=section&id=13.%20Trade%20and%20Other%20Payables) Total trade and other payables increased from **HKD 39.3 million** in 2023 to **HKD 40.3 million** in 2024, primarily driven by a **30.9%** rise in trade payables Trade and Other Payables Details | Category | 2024 (Thousand HKD) | 2023 (Thousand HKD) | | :--- | :--- | :--- | | Trade payables | 9,002 | 6,875 | | Accruals and other payables | 31,281 | 32,398 | | **Total** | **40,283** | **39,273** | Ageing Analysis of Trade Payables | Ageing | 2024 (Thousand HKD) | 2023 (Thousand HKD) | | :--- | :--- | :--- | | 0 to 30 days | 4,323 | 1,365 | | 31 to 60 days | 481 | 1,435 | | 61 to 90 days | 401 | 451 | | Over 90 days | 3,797 | 3,624 | | **Total** | **9,002** | **6,875** | [14. Events After the Reporting Period](index=14&type=section&id=14.%20Events%20After%20the%20Reporting%20Period) As of the announcement date, the Board is unaware of any significant disclosable events after the reporting period - Other than as disclosed in this announcement, the Board is not aware of any significant disclosable events that have occurred[35](index=35&type=chunk) [Management Discussion and Analysis](index=15&type=section&id=%E7%AE%A1%E7%90%86%E5%B1%A4%E8%A8%8E%E8%AB%96%E5%8F%8A%E5%88%86%E6%9E%90) This section provides an overview of the company's business performance, segment-specific reviews, strategic outlook, and a detailed financial analysis for the reporting period [Business Review](index=15&type=section&id=%E6%A5%AD%E5%8B%99%E5%9B%9E%E9%A1%A7) The company primarily markets, sells, and manufactures children's healthcare products, with FY2024 revenue growing **13.7%** to **HKD 92.6 million** driven by the Product Development segment, as Hong Kong sales recovered post-reopening while Mainland China revenue declined - The Group primarily engages in the marketing, sales, and manufacturing of healthcare products mainly for children, with "Yan Sang" being a long-established and well-known brand[37](index=37&type=chunk) Revenue and Segment Contribution | Metric | 2024 (Million HKD) | 2023 (Million HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Total Revenue | 92.6 | 81.5 | 13.7 | | Product Development Segment contribution to total revenue | 97.7% | 96.5% | 1.2 ppt | | Brand Development and Management Segment contribution to total revenue | 1.5% | 1.7% | (0.2) ppt | | Trading of Goods Segment contribution to total revenue | 0.2% | 0.9% | (0.7) ppt | | Health Segment contribution to total revenue | 0.6% | 0.9% | (0.3) ppt | - Following the resumption of normal travel between Hong Kong and Mainland China, the Group's sales in Hong Kong gradually recovered, while revenue from the Mainland China market decreased[38](index=38&type=chunk) [Product Development Segment](index=16&type=section&id=%E7%94%A2%E5%93%81%E9%96%8B%E7%99%BC%E5%88%86%E9%83%A8) This segment develops and sells own-brand healthcare and personal care products like "Yan Sang" and "Tai Wo Tong", with FY2024 revenue growing **15.1%** to **HKD 90.5 million** due to market recovery, and segment loss rate improving from **31.4%** to **21.0%** - The Product Development segment develops and sells healthcare, personal care, and household products under its own brands, primarily "Yan Sang", "Tai Wo Tong", "Sze+Care", and "Sterilizing King"[40](index=40&type=chunk) Product Development Segment Performance | Metric | 2024 (Million HKD) | 2023 (Million HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 90.5 | 78.6 | 15.1 | | Segment Loss | (19.0) | (24.7) | (23.0) | | Segment Loss Rate | 21.0% | 31.4% | (10.4) ppt | - The increase in revenue was primarily due to the gradual recovery of the tourism and retail sectors since the resumption of normal travel between Hong Kong and Mainland China, leading to a general improvement in consumer sentiment[40](index=40&type=chunk) [Brand Development and Management Segment](index=16&type=section&id=%E5%93%81%E7%89%8C%E9%96%8B%E7%99%BC%E5%8F%8A%E7%AE%A1%E7%90%86%E5%88%86%E9%83%A8) This segment provides marketing, sales, and distribution services for various personal care product brands, maintaining stable revenue at **HKD 1.4 million** in FY2024 and achieving a turnaround with a profit of **HKD 69,000** - Since 1999, the Group has provided one-stop solutions for marketing, sales and distribution, logistics, and delivery services to owners of various personal care product brands[41](index=41&type=chunk) Brand Development and Management Segment Performance | Metric | 2024 (Thousand HKD) | 2023 (Thousand HKD) | | :--- | :--- | :--- | | Revenue | 1,400 (approx) | 1,400 (approx) | | Segment Profit/(Loss) | 69 | (56) | | Segment Profit Margin/(Loss Margin) | 4.9% | (4.1)% | [Trading of Goods Segment](index=17&type=section&id=%E8%B2%A8%E5%93%81%E8%B2%B7%E8%B3%A3%E5%88%86%E9%83%A8) This segment's revenue significantly decreased to **HKD 131,000**, primarily due to the company's strategic focus on higher-margin product development and the gradual phasing out of low-margin products Trading of Goods Segment Revenue | Metric | 2024 (Thousand HKD) | 2023 (Thousand HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 131 | 747 | (82.5) | - Low-margin products in this segment will be gradually phased out, with more resources allocated to the Product Development segment, which is expected to generate higher profit margins[43](index=43&type=chunk) [Health Segment](index=17&type=section&id=%E5%81%A5%E5%BA%B7%E5%88%86%E9%83%A8) This segment provides maternal and infant healthcare services and products in Mainland China, with revenue slightly decreasing to **HKD 568,000** and segment loss marginally reduced - The Health segment provides various healthcare-related services and products for mothers and infants in Mainland China, and has established clinics offering traditional Chinese medicine healthcare services[44](index=44&type=chunk) Health Segment Performance | Metric | 2024 (Thousand HKD) | 2023 (Thousand HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 568 | 695 | (18.3) | | Segment Loss | (766) | (768) | (0.3) | [Social Responsibility](index=17&type=section&id=%E7%A4%BE%E6%9C%83%E8%B2%AC%E4%BB%BB) The company is committed to social responsibility, supporting charitable activities through its Yan Sang Volunteer Team and establishing the Yan Sang Scholarship for ten consecutive years, with a particular focus on child welfare - The Group provides assistance to vulnerable communities, such as children and the elderly, through its Yan Sang Volunteer Team, distributing essential supplies to those in need[45](index=45&type=chunk) - The Group has established the Yan Sang Scholarship for the tenth consecutive year for students from kindergarten to university in Hong Kong, aiming to encourage students with potential and diverse interests[45](index=45&type=chunk) [Human Resources](index=18&type=section&id=%E4%BA%BA%E5%8A%9B%E8%B3%87%E6%BA%90) As of March 31, 2024, the Group had **247** employees, with an evaluation system for compensation, promotion, and training, and an employee share option scheme to recognize contributions Number of Employees | Metric | March 31, 2024 | March 31, 2023 | | :--- | :--- | :--- | | Total number of employees | 247 | 253 | - Employee remuneration includes fixed salaries, individual sales commissions, and year-end discretionary performance bonuses, with an evaluation system for salary reviews and promotions[47](index=47&type=chunk) - The share option scheme was adopted in September 2014 to recognize and reward employees for their contributions to the Group[47](index=47&type=chunk) [Outlook](index=18&type=section&id=%E5%B1%95%E6%9C%9B) The company remains confident in Hong Kong market growth, focusing on new product development and expanding its Mainland China distribution network, particularly in children's health supplements to capitalize on the "three-child" policy, with future strategies including brand enhancement, manufacturing expansion, and e-commerce growth - The Group is confident that the Hong Kong market will continue to provide a stable platform for business growth and expansion, focusing on developing the Mainland China children's health supplement market to benefit from the "three-child" policy[48](index=48&type=chunk) - Future strategies include continuously enhancing the awareness of own brands, expanding manufacturing operations, and developing e-commerce for own-brand products[49](index=49&type=chunk)[51](index=51&type=chunk)[52](index=52&type=chunk) [(a) Continuously Enhancing Brand Awareness of the Group's Own Brands](index=18&type=section&id=(a)%20Continuously%20Enhancing%20Brand%20Awareness%20of%20the%20Group's%20Own%20Brands) The Group will continuously enhance "Yan Sang" brand awareness through targeted advertising, multi-channel marketing, and diversified product portfolios, with new product development focusing on maternal and infant health supplements in Hong Kong and Mainland China - The Group will continuously enhance the "Yan Sang" brand awareness through effective, targeted, and positioned advertising campaigns, implementing multi-channel marketing and diversified product portfolio strategies[49](index=49&type=chunk) - New product development plans for the coming year will focus on developing more maternal and infant health supplement products in Hong Kong and Mainland China[49](index=49&type=chunk) [(b) Expanding the Group's Manufacturing Business](index=19&type=section&id=(b)%20Expanding%20the%20Group's%20Manufacturing%20Business) The Group has built a health supplement production plant in Yunfu, Guangdong, China, aiming for in-house production to reduce costs, enhance efficiency, and improve quality control, viewing this long-term investment as crucial for future market opportunities - The Group has constructed a health supplement production plant in Yunfu, Guangdong Province, China, aiming for in-house production to reduce costs, enhance efficiency, and improve quality control[51](index=51&type=chunk) - This facility is a long-term investment that will help the Group seize future opportunities in the health supplement market[51](index=51&type=chunk) [(c) Expanding E-commerce for Own-Brand Products](index=19&type=section&id=(c)%20Expanding%20E-commerce%20for%20Own-Brand%20Products) The Group will continue to develop and upgrade its e-commerce platforms, focusing on online sales of "Yan Sang" products, particularly for Mainland China customers, by leveraging platforms like Xiaohongshu, Douyin, Kuaishou, Tmall, JD, and Pinduoduo, and collaborating with KOLs for live e-commerce - The Group will continue to develop and upgrade its e-commerce platforms, focusing on online sales of "Yan Sang" products, especially targeting Mainland China customers[52](index=52&type=chunk) - The Group has established a presence on platforms such as Xiaohongshu, Douyin, Kuaishou, Tmall, JD, and Pinduoduo, and collaborates with KOLs for e-commerce live streaming to expand its online sales network[52](index=52&type=chunk) E-commerce Platform Revenue | Metric | 2024 (Million HKD) | 2023 (Million HKD) | | :--- | :--- | :--- | | E-commerce Platform Revenue | 17.4 | 25.9 | [Financial Review](index=20&type=section&id=%E8%B2%A1%E5%8B%99%E5%9B%9E%E9%A1%A7) In FY2024, the company's revenue grew **13.7%**, gross profit surged **47.8%** with a **62.0%** gross margin, and net loss narrowed by **26.0%**, while selling and distribution expenses rose significantly due to increased marketing, administrative expenses decreased, and net current liabilities expanded, leading to a higher gearing ratio [Revenue](index=20&type=section&id=%E6%94%B6%E5%85%A5) The company's revenue grew **13.7%** in FY2024, primarily driven by the Product Development segment, while the Trading of Goods and Health segments experienced revenue declines Revenue Overview | Metric | 2024 (Thousand HKD) | 2023 (Thousand HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Total Revenue | 92,617 | 81,460 | 13.7 | | Product Development Segment revenue increase | 11,900 (approx) | - | 15.1 | | Trading of Goods Segment revenue | 131 | 747 | (82.5) | | Health Segment revenue | 568 | 695 | (18.3) | [Cost of Sales](index=20&type=section&id=%E9%8A%B7%E5%94%AE%E6%88%90%E6%9C%AC) Cost of sales decreased by **17.4%**, primarily due to increased sales of higher-margin products from the Product Development segment Cost of Sales Overview | Metric | 2024 (Thousand HKD) | 2023 (Thousand HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Cost of Sales | 35,211 | 42,624 | (17.4) | - The decrease in cost of sales was primarily due to increased sales of higher-margin products from the Product Development segment[55](index=55&type=chunk) [Gross Profit and Gross Profit Margin](index=20&type=section&id=%E6%AF%9B%E5%88%A9%E5%8F%8A%E6%AF%9B%E5%88%A9%E7%8E%87) Gross profit surged by **47.8%**, with the gross profit margin increasing by **14.3 percentage points** to **62.0%**, primarily driven by higher sales of high-margin products Gross Profit and Gross Profit Margin Overview | Metric | 2024 (Thousand HKD) | 2023 (Thousand HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Gross Profit | 57,406 | 38,836 | 47.8 | | Gross Profit Margin | 62.0% | 47.7% | 14.3 ppt | - The increase in gross profit and gross profit margin was primarily due to increased sales of higher-margin products from the Product Development segment[56](index=56&type=chunk) [Other Income](index=20&type=section&id=%E5%85%B6%E4%BB%96%E6%94%B6%E5%85%A5) Other income decreased by **47.6%**, primarily due to reduced government grants and interest income from bank deposits Other Income Overview | Metric | 2024 (Thousand HKD) | 2023 (Thousand HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Other Income | 3,085 | 5,874 | (47.6) | | Government grants | 1,421 | 2,666 | (46.7) | | Interest income from bank deposits | 80 | 757 | (89.4) | - The decrease in other income was primarily due to reduced government grants and interest income from bank deposits[57](index=57&type=chunk) [Other Gains and Losses](index=21&type=section&id=%E5%85%B6%E4%BB%96%E6%94%B6%E7%9B%8A%E5%8F%8A%E8%99%A7%E6%90%8D) Other losses decreased, primarily benefiting from fair value gains on financial assets at fair value through profit or loss, partially offset by impairment losses on property, plant, and equipment Other Gains and Losses Overview | Metric | 2024 (Thousand HKD) | 2023 (Thousand HKD) | | :--- | :--- | :--- | | Other Losses | (1,449) | (4,215) | | Fair value gains/(losses) on financial assets at fair value through profit or loss | 6,682 | (1,279) | | Impairment loss on property, plant and equipment | (3,856) | - | - The decrease in other losses was primarily due to fair value gains on financial assets at fair value through profit or loss, partially offset by impairment losses on property, plant and equipment[59](index=59&type=chunk) [Selling and Distribution Expenses](index=21&type=section&id=%E9%8A%B7%E5%94%AE%E5%8F%8A%E5%88%86%E9%8A%B7%E9%96%8B%E6%94%AF) Selling and distribution expenses significantly increased by **134.2%**, primarily due to adjusted and upgraded marketing plans and increased advertising to capitalize on the recovering market opportunities Selling and Distribution Expenses Overview | Metric | 2024 (Thousand HKD) | 2023 (Thousand HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Selling and Distribution Expenses | 12,526 | 5,349 | 134.2 | - The increase in selling and distribution expenses was due to the adjustment and upgrade of marketing plans, with increased advertising to seize business opportunities from the gradual recovery of Hong Kong's tourism and retail sectors[60](index=60&type=chunk) [Administrative Expenses](index=21&type=section&id=%E8%A1%8C%E6%94%BF%E9%96%8B%E6%94%AF) Administrative expenses decreased by **4.7%**, primarily due to a reduction in miscellaneous expenses Administrative Expenses Overview | Metric | 2024 (Thousand HKD) | 2023 (Thousand HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Administrative and Other Operating Expenses | 67,012 | 70,309 | (4.7) | - The decrease in administrative expenses was primarily due to a reduction in miscellaneous expenses[61](index=61&type=chunk) [Taxation](index=21&type=section&id=%E7%A8%85%E9%A0%85) Income tax credit significantly increased, reflecting a positive impact of taxation on the company's financial performance Income Tax Credit Overview | Metric | 2024 (Thousand HKD) | 2023 (Thousand HKD) | | :--- | :--- | :--- | | Income Tax Credit | 395 | 55 | [Loss for the Year](index=21&type=section&id=%E5%B9%B4%E5%85%A7%E8%99%A7%E6%90%8D) Loss for the year narrowed by **26.0%**, indicating an improvement in the company's profitability Loss for the Year Overview | Metric | 2024 (Thousand HKD) | 2023 (Thousand HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Loss for the Year | (36,400) | (49,168) | (26.0) | [Other Comprehensive Income/(Expense)](index=22&type=section&id=%E5%85%B6%E4%BB%96%E5%85%A8%E9%9D%A2%E6%94%B6%E5%85%A5%E2%88%95%EF%BC%88%E9%96%8B%E6%94%AF%EF%BC%89) Other comprehensive income shifted from an expense to income, primarily attributable to fair value gains on financial assets and reduced exchange losses Other Comprehensive Income/(Expense) Overview | Metric | 2024 (Thousand HKD) | 2023 (Thousand HKD) | | :--- | :--- | :--- | | Other Comprehensive Income/(Expense) | 5,820 | (12,721) | | Fair value profit/(loss) on financial assets at fair value through other comprehensive income | 9,415 | (1,216) | | Exchange differences on translation of foreign operations | (3,595) | (11,505) | - Other comprehensive income turned from an expense to income, primarily attributable to fair value gains on financial assets at fair value through other comprehensive income and reduced exchange losses[65](index=65&type=chunk) [Financial Assets at Fair Value Through Other Comprehensive Income](index=22&type=section&id=%E6%8C%89%E5%85%AC%E5%B9%B3%E5%80%BC%E8%A8%88%E5%85%A5%E5%85%B6%E4%BB%96%E5%85%A8%E9%9D%A2%E6%94%B6%E5%85%A5%E7%9A%84%E9%87%91%E8%9E%8D%E8%B3%87%E7%94%A2) The company holds medium-to-long-term investments, including listed and unlisted equity securities, with significant fair value gains from Nanjing Zhong Sheng United shares - The Group holds several medium-to-long-term investments, including two listed equity securities and one unlisted equity security[66](index=66&type=chunk) Financial Assets at Fair Value Through Other Comprehensive Income | Investment Target | Carrying Amount as at March 31, 2024 (Thousand HKD) | Carrying Amount as at March 31, 2023 (Thousand HKD) | Fair Value Change (Thousand HKD) | | :--- | :--- | :--- | :--- | | Feng Sheng (607) Shares | 1,200 | 13,200 | (12,000) (Loss) | | Nanjing Zhong Sheng United (3332) Shares | 26,800 | 5,400 | 21,400 (Gain) | [Inventories](index=23&type=section&id=%E5%AD%98%E8%B2%A8) Total inventories decreased by **10.4%**, primarily due to a reduction in work-in-progress for distribution Inventories Overview | Metric | March 31, 2024 (Thousand HKD) | March 31, 2023 (Thousand HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Inventories | 14,216 | 15,865 | (10.4) | | Work-in-progress for distribution | 500 (approx) | 1,700 (approx) | (68.0) (approx) | - The decrease in inventories was primarily due to a reduction in work-in-progress for distribution[70](index=70&type=chunk) [Financial Assets at Fair Value Through Profit or Loss – Held for Trading](index=23&type=section&id=%E6%8C%89%E5%85%AC%E5%B9%B3%E5%80%BC%E8%A8%88%E5%85%A5%E6%90%8D%E7%9B%8A%E7%9A%84%E9%87%91%E8%9E%8D%E8%B3%87%E7%94%A2%E2%80%93%E6%8C%81%E4%BD%9C%E8%B2%B7%E8%B3%A3) The company holds two listed equity securities for short-term trading purposes, with a carrying amount of **HKD 8.1 million** - The Group holds two listed equity securities for short-term trading purposes, including **13,710,000** shares of Nanjing Zhong Sheng and **200,000** shares of Minsheng International Holdings Limited[71](index=71&type=chunk) Financial Assets at Fair Value Through Profit or Loss – Held for Trading | Metric | March 31, 2024 (Thousand HKD) | | :--- | :--- | | Carrying amount of equity securities held for trading | 8,100 | [Trade Receivables](index=23&type=section&id=%E8%B2%BF%E6%98%93%E6%87%89%E6%94%B6%E6%AC%BE%E9%A0%85) Trade receivables (net of credit loss allowance) decreased by **20.4%**, reflecting improved efficiency in accounts receivable management Trade Receivables Overview | Metric | March 31, 2024 (Thousand HKD) | March 31, 2023 (Thousand HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Trade receivables (net of allowance for credit losses) | 7,939 | 9,969 | (20.4) | [Trade Payables](index=23&type=section&id=%E8%B2%BF%E6%98%93%E6%87%89%E4%BB%98%E6%AC%BE%E9%A0%85) Trade payables increased by **30.9%**, indicating an increase in the company's purchasing activities or an extension of payment cycles Trade Payables Overview | Metric | March 31, 2024 (Thousand HKD) | March 31, 2023 (Thousand HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Trade payables | 9,002 | 6,875 | 30.9 | [Liquidity, Gearing Ratio and Capital Structure](index=23&type=section&id=%E6%B5%81%E5%8B%95%E8%B3%87%E9%87%91%E3%80%81%E8%B3%87%E7%94%A2%E8%B2%A0%E5%80%B5%E6%AF%94%E7%8E%87%E5%8F%8A%E8%B3%87%E6%9C%AC%E6%9E%B6%E6%A7%8B) Bank balances and cash slightly increased, but unutilized bank facilities significantly decreased, with the gearing ratio rising to **1.5** and the current ratio remaining stable at **0.2** Liquidity and Capital Structure Overview | Metric | March 31, 2024 (Thousand HKD) | March 31, 2023 (Thousand HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Bank balances and cash | 11,232 | 10,775 | 4.2 | | Outstanding bank and other borrowings | 319,400 (approx) | 317,100 (approx) | 0.7 | | Unutilized bank facilities | 8,320 | 38,400 | (78.3) | | Gearing ratio | 1.5 | 1.3 | 0.2 ppt | | Current ratio | 0.2 | 0.2 | Stable | [Contingent Liabilities](index=24&type=section&id=%E6%88%96%E7%84%B6%E8%B2%A0%E5%80%B5) As of March 31, 2024, the Board was not aware of any significant contingent liabilities - As of March 31, 2024, the Directors were not aware of any significant matters that could give rise to material contingent liabilities for the Group[76](index=76&type=chunk) [Pledge of the Group's Assets](index=24&type=section&id=%E6%9C%AC%E9%9B%86%E5%9C%98%E8%B3%87%E7%94%A2%E6%8A%B5%E6%8A%BC) The carrying amount of assets pledged to banks was approximately **HKD 451.1 million**, a decrease from the previous year Carrying Amount of Pledged Assets | Metric | March 31, 2024 (Thousand HKD) | March 31, 2023 (Thousand HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Carrying amount of assets pledged to banks | 451,100 (approx) | 480,300 (approx) | (6.1) | [Commitments](index=24&type=section&id=%E6%89%BF%E6%93%94) As of March 31, 2024, the company had no capital commitments for the acquisition of property, plant, and equipment - As of March 31, 2024, the Group had no capital commitments for the acquisition of property, plant and equipment[78](index=78&type=chunk) [Financial Management and Policies](index=24&type=section&id=%E8%B2%A1%E5%8B%99%E7%AE%A1%E7%90%86%E5%8F%8A%E6%94%BF%E7%AD%96) The company will continue to adopt prudent financial and treasury policies, with all financial activities centrally managed, and executive directors and the financial controller jointly responsible for identifying investment opportunities and monitoring cash positions - The Group will continue to adopt prudent financial and treasury policies, with all financial and treasury activities centrally managed and controlled[79](index=79&type=chunk) - The executive Directors, with the assistance of the Group's financial controller, are responsible for identifying, reviewing, evaluating, and analyzing the Group's investment opportunities, and regularly monitoring cash positions and funding requirements[79](index=79&type=chunk) [Subsequent Events](index=24&type=section&id=%E5%BE%8C%E7%BA%8C%E4%BA%8B%E4%BB%B6) No significant disclosable subsequent events have occurred since March 31, 2024, up to the date of this announcement - No significant events affecting the Group and requiring disclosure have occurred since March 31, 2024, up to the date of this announcement[80](index=80&type=chunk) [Other Information](index=25&type=section&id=%E5%85%B6%E4%BB%96%E8%B3%87%E6%96%99) This section presents additional disclosures, including extracts from the independent auditor's report, corporate governance practices, and definitions of key terms used in the announcement [Extract of Independent Auditor's Report](index=25&type=section&id=%E7%8D%A8%E7%AB%8B%E6%A0%B8%E6%95%B8%E5%B8%AB%E5%A0%B1%E5%91%8A%E6%91%98%E9%8C%84) The auditor deemed the consolidated financial statements to fairly represent the company's financial position and performance, while highlighting a material uncertainty regarding going concern due to current liabilities exceeding current assets by approximately **HKD 198.6 million** - The auditor believes the consolidated financial statements fairly present the Group's consolidated financial position as at March 31, 2024, in accordance with Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants[82](index=82&type=chunk) - The auditor draws attention to Note 2 to the consolidated financial statements, which indicates that the Group incurred a net loss of approximately **HKD 36.4 million** for the year ended March 31, 2024, and its current liabilities exceeded its current assets by approximately **HKD 198.6 million**, representing a material uncertainty regarding its ability to continue as a going concern[83](index=83&type=chunk) [Dividends](index=25&type=section&id=%E8%82%A1%E6%81%AF) The Board does not recommend the payment of a final dividend for the current year - The Board does not recommend the payment of a final dividend for the current year (2023: nil)[84](index=84&type=chunk) [Closure of Register of Members](index=25&type=section&id=%E6%9A%AB%E5%81%9C%E8%BE%A6%E7%90%86%E8%82%A1%E4%BB%BD%E9%81%8E%E6%88%B6%E7%99%BB%E8%A8%98) To determine shareholders' eligibility to attend and vote at the upcoming Annual General Meeting, the company will suspend its share transfer registration from September 23 to September 26, 2024 - The Company's register of members will be closed from Monday, September 23, 2024, to Thursday, September 26, 2024[85](index=85&type=chunk) - To be eligible to attend and vote at the said meeting, all transfer forms, accompanied by the relevant share certificates, must be lodged with Tricor Investor Services Limited for registration not later than 4:30 p.m. on Friday, September 20, 2024[85](index=85&type=chunk) [Corporate Governance Practices](index=26&type=section&id=%E4%BC%81%E6%A5%AD%E7%AE%A1%E6%B2%BB%E5%B8%B8%E8%A6%8F) The company is committed to maintaining high standards of corporate governance and complies with the principles and provisions of the Corporate Governance Code set out in Appendix C1 of the Listing Rules - The Group's Board of Directors and senior management are committed to maintaining high standards of corporate governance, establishing good corporate governance practices to enhance accountability and operational transparency[87](index=87&type=chunk) [Compliance with the Corporate Governance Code](index=26&type=section&id=%E9%81%B5%E5%AE%88%E4%BC%81%E6%A5%AD%E7%AE%A1%E6%B2%BB%E5%AE%88%E5%89%87) The company complied with all applicable provisions of the Corporate Governance Code this year, except for Mr. Pang Siu Yin holding both Chairman and Chief Executive Officer roles, a deviation from Code Provision C.2.1, which the Board believes is in the company's best interest - The Company has complied with all applicable code provisions of the Corporate Governance Code throughout the current year, except for the roles of Chairman and Chief Executive Officer being held by Mr. Pang Siu Yin, which deviates from Code Provision C.2.1[88](index=88&type=chunk) - The Board believes that Mr. Pang's dual role facilitates efficient management and business development, serving the best interests of the Group[88](index=88&type=chunk) [Directors' Securities Transactions](index=26&type=section&id=%E8%91%A3%E4%BA%8B%E7%9A%84%E8%AD%89%E5%88%B8%E4%BA%A4%E6%98%93) All Directors confirmed compliance with the Model Code for Securities Transactions by Directors of Listed Issuers, as set out in Appendix C3 of the Listing Rules, throughout the current year - All Directors confirmed their compliance with the Model Code for Securities Transactions by Directors of Listed Issuers, as set out in Appendix C3 of the Listing Rules, throughout the current year[89](index=89&type=chunk) [Purchase, Sale or Redemption of Shares](index=26&type=section&id=%E8%B3%BC%E8%B2%B7%E3%80%81%E5%87%BA%E5%94%AE%E6%88%96%E8%B3%96%E5%9B%9E%E8%82%A1%E4%BB%BD) Neither the company nor any of its subsidiaries purchased, sold, or redeemed any shares during the current year - Neither the Company nor any of its subsidiaries purchased, sold, or redeemed any shares during the current year[90](index=90&type=chunk) [Audit Committee](index=26&type=section&id=%E5%AF%A9%E6%A0%B8%E5%A7%94%E5%93%A1%E6%9C%83) The Audit Committee, comprising three independent non-executive directors, reviewed the current year's consolidated financial statements and found them compliant with applicable accounting standards and Listing Rules - The Audit Committee, composed of three independent non-executive Directors, is primarily responsible for reviewing and monitoring the Group's financial information, overseeing the financial reporting system, risk management, and internal control systems[91](index=91&type=chunk) - The Audit Committee has reviewed the Group's consolidated financial statements for the current year and considers them to be in compliance with applicable accounting standards and the Listing Rules[91](index=91&type=chunk) [Scope of Work of the Company's Auditor](index=27&type=section&id=%E6%9C%AC%E5%85%AC%E5%8F%B8%E6%A0%B8%E6%95%B8%E5%B8%AB%E4%B9%8B%E5%B7%A5%E4%BD%9C%E7%AF%84%E5%9C%8D) Crowe (HK) CPA Limited, the company's auditor, reconciled the financial figures in the final results announcement with the audited consolidated financial statements, but this work did not constitute an assurance engagement, thus no opinion or assurance conclusion was expressed - Crowe (HK) CPA Limited, the Group's auditor, has agreed the figures in the final results announcement regarding the Group's consolidated statement of financial position, consolidated statement of profit or loss and other comprehensive income, and their related notes for the current year with the amounts set out in the audited consolidated financial statements[93](index=93&type=chunk) - The work performed by the auditor did not constitute an assurance engagement, and accordingly, no opinion or assurance conclusion was expressed on the final results announcement[93](index=93&type=chunk) [Publication of Annual Results and Annual Report](index=27&type=section&id=%E5%85%AC%E4%BD%88%E5%B9%B4%E5%BA%A6%E6%A5%AD%E7%B8%BE%E5%8F%8A%E5%B9%B4%E5%BA%A6%E5%A0%B1%E5%91%8A) The annual results announcement will be published on the HKEX website and the company's website, with the annual report to be published in due course - The annual results announcement will be published on the HKEX website www.hkexnews.hk and the Company's website www.hinsanggroup.com[94](index=94&type=chunk) - The Company's annual report will be published on the HKEX website and the Company's website in due course in accordance with the Listing Rules[94](index=94&type=chunk) [Definitions](index=27&type=section&id=%E9%87%8B%E7%BE%A9) This section provides definitions for key terms and terminology used throughout the announcement - This section provides definitions for key terms and terminology used throughout the announcement, including Audit Committee, Board, Brand Development and Management Segment, Company, Directors, Feng Sheng, Group, Health Segment, HKD, Hong Kong, Listing Rules, Mainland China, Product Development Segment, Shares, Shareholders, Share Option Scheme, Stock Exchange, Trading of Goods Segment, and the Year[95](index=95&type=chunk)[96](index=96&type=chunk)[97](index=97&type=chunk)